<PAGE> 1
As filed with the Securities and Exchange Commission on February 11, 1999.
Registration No. 333-67003
File No. 811-9044
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
PRE-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
-----------------------------
NATIONAL VARIABLE LIFE INSURANCE ACCOUNT
(Exact name of trust)
NATIONAL LIFE INSURANCE COMPANY
(Name of depositor)
One National Life Drive
Montpelier, Vermont 05604
(Complete address of depositor's principal executive offices)
-----------------------------
D. Russell Morgan
Counsel
National Life Insurance Company
One National Life Drive
Montpelier, Vermont 05604
(name and complete address of agent for service)
-----------------------------
Copy to:
Stephen E. Roth, Esq.
Sutherland Asbill & Brennan
1275 Pennsylvania Avenue, NW
Washington, DC 20004-2404
-----------------------------
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of this Registration Statement.
-----------------------------
TITLE OF SECURITIES BEING OFFERED:
Flexible premium variable universal life insurance policies.
The Registrant hereby amends this Registration Statement on such dates as may
be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that the Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 2
The Registrant hereby incorporates by reference Part 1 of the Pre-Effective
Amendment No. 1 to the Form S-6 Registration Statement, (File No. 333-67003)
filed on February 8, 1999.
<PAGE> 3
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents.
The facing sheet.
The prospectus consisting of ____ pages.
Undertaking to file reports.++++
Rule 484 undertaking.++++
Representation relating to fees and charges.++++
The signatures.
Written consents of the following persons:
(a) D. Russell Morgan, Esq.++++
(b) Kiri Parankirinathan, A.S.A., M.A.A.A.++++
(c) Sutherland, Asbill & Brennan,LLP.++++
(d) PricewaterhouseCoopers LLP.++++
The following exhibits, corresponding to those required by paragraph A of
the instructions as to exhibits in Form N-8B-2:
1.
A.
(1) Resolutions of the Board of Directors of National Life
Insurance Company establishing the National Variable Life
Insurance Account.
(2) Not Applicable.
(3) (a) Form of Distribution Agreement between National Life
Insurance Company and Equity Services, Inc.****
(b)(1) Form of Equity Services, Inc. Branch Office Supervisor
Contract
(b)(2) Form of Equity Services, Inc. Registered Representative
Contract
(c) Schedule of Sales Commissions.++++
(4) Not Applicable.
(5) (a) Specimen Sentinel Estate Provider Policy Form (Sex
Distinct)+++
(b) Supplemental Term Insurance Rider+++
(c) Endorsement for Unisex Policies+++
(6) (a) Amended and Restated Charter of National Life
Insurance Company.
(b) Amended and Restated Bylaws of National Life
Insurance Company.
(7) Not Applicable.
(8) (a) Form of Participation Agreement by and among Market
Street Fund, Inc., National Life Insurance Company and
Equity Services, Inc.***
(a)(2) Form of Amendment No. 2 to Participation Agreement
among Market Street Fund, Inc., National Life Insurance
Company and 1717 Capital Management Company (formerly
PML Securities Company*****
(a)(3) Form of Amendment No. 3 to Participation Agreement
among Market Street Fund, Inc., National Life Insurance
Company and 1717 Capital Management Company (formerly
PML Securities Company) ++
(a)(4) Form of Amendment No. 4 to Participation Agreement
among Market Street Fund, Inc., National Life Insurance
Company, 1717 Capital Management Company (formerly
PML Securities Company) and LSW++++
<PAGE> 4
(b) Form of Participation Agreement by and among The Alger
American Fund, National Life Insurance Company and Fred
Alger and Company***
(b)(2) Form of Amended Schedule A to the Participation
Agreement by and among The Alger American Fund,
National Life Insurance Company and Fred Alger and
Company+
(b)(3) Form of Amendment No. 2 to the Participation Agreement
by and among The Alger American Fund, National Life
Insurance Company and Fred Alger and Company++
(b)(4) Form of Amendment No. 3 to the Participation Agreement
by and among The Alger American Fund, National Life
Insurance Company, Fred Alger and Company and LSW++++
(c) Form of Shareholder Services Agreement by and among
National Life Insurance Company and American Century
Investment Management, Inc.*****
(d) Form of Participation Agreement by and among National
Life Insurance Company, Goldman Sachs Variable
Insurance Trust and Goldman Sachs & Co.*****
(d)(1) Form of Amended Schedules to the Participation
Agreement by and among National Life Insurance Company,
Goldman Sachs Variable Insurance Trust and Goldman
Sachs & Co.*****
(d)(2) Form of Amended Schedules to the Participation
Agreement by and among National Life Insurance Company,
Goldman Sachs Variable Insurance Trust and Goldman
Sachs & Co.++++
(e) Form of Participation Agreement by and among National
Life Insurance Company and J. P. Morgan Series Trust
II*****
(f) Form of Participation Agreement by and among
National Life Insurance Company, Neuberger & Berman
Advisers Managers Trust, Advisers Managers Trust, and
Neuberger & Berman Management Incorporated*****
(9) Not Applicable.
(10)(a) Sentinel Benefit Provider Application Form.+++
(11) Memorandum describing issuance, transfer and redemption
procedures.++++
2. Opinion and Consent of D. Russell Morgan, as to the legality of the
securities being offered.++++
3. Not Applicable.
4. Not Applicable.
5. Not Applicable.
<PAGE> 5
6. Opinion and Consent of Kiri Parankirinathan, A.S.A., M.A.A.A., as to
actuarial matters pertaining to the securities being registered.++++
7. (a) Consent of PricewaterhouseCoopers LLP.++++
(b) Consent of Sutherland, Asbill & Brennan, LLP.++++
8. Powers of Attorney for Directors.+++
A. Robert E. Boardman
B. David R. Coates
C. Benjamin F. Edwards III
D. Earle H. Harbison
E. Roger B. Porter
F. E. Miles Prentice III
G. Thomas P. Salmon
H. A. Gary Shilling
I. Patricia K. Woolf
- -----------------------------
**Incorporated herein by reference to the Form S-6 Registration Statement (File
No. 33-91938) for National Variable Life Insurance Account (VariTrak) filed on
May 5, 1995.
***Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form
S-6 Registration Statement (File No. 33-91938) for National Variable Life
Insurance Account (VariTrak) filed December 29, 1995.
****Incorporated herein by reference to Post-Effective Amendment No. 1 to the
Form S-6 Registration Statement (File No.33-91938) for National Variable
Life Insurance Account (VariTrak) filed March 12, 1996, Accession Number
0000950133-96-000202
*****Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
Form S-6 Registration Statement (File No. 333-44723) for National Variable
Life Insurance Account (Sentinel Estate Provider filed April 16, 1998),
Accession Number 0000950133-98-001468
+Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form
N-4 Registration Statement (file No. 333-19583) for National Variable Annuity
Account II (Sentinel Advantage) filed May 28, 1997.
++Incorporated herein by referenced to Pre-Effective Amendment No. 1 to the Form
N-4 Registration Statement (File No. 333-47363 ) for LSW Variable Annuity
Account I (RetireMax) filed July 31, 1998.
+++Incorporated herein by reference to the S-6 Registration Statement (File No.
333-67003) filed on November 9, 1999.
++++Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
Form S-6 Registration Statement (File No. 333-67003) for National Variable
Life Insurance Account (COLI) filed February 8, 1999.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, National Variable Life Insurance Account, has duly caused this
Pre-Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Montpelier
and the State of Vermont, on the 10th day of February, 1999.
NATIONAL VARIABLE LIFE
INSURANCE ACCOUNT (Registrant)
By: NATIONAL LIFE INSURANCE COMPANY
Attest: /s/ Christine M. Bilbrey By: /s/ Patrick E. Welch
------------------------- ---------------------------
Christine M. Bilbrey Patrick E. Welch
Assistant Secretary Chairman of the Board and
Chief Executive Officer
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, National Life
Insurance Company has duly caused this Pre-Effective Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, and its seal fixed and attested, in the City of Montpelier and
the State of Vermont, on the 10th day of February, 1999.
NATIONAL LIFE INSURANCE COMPANY
(SEAL) (Depositor)
Attest: /s/ Christine M. Bilbrey By: /s/ Patrick E. Welch
------------------------- ---------------------------
Christine M. Bilbrey Patrick E. Welch
Assistant Secretary Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 2 to the Registration Statement has been signed
below by the following persons in the capacities indicated on the date(s) set
forth below.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Patrick E. Welch Chairman of the Board and 2/10/99
- --------------------- and Chief Executive Officer, ---------
Patrick E. Welch and Director
/s/ Thomas H. MacLeay President & Chief Operating 2/10/99
- ----------------------- Officer, and Director ---------
Thomas H. MacLeay
/s/ William A. Smith Executive Vice President & 2/10/99
- ----------------------- Chief Financial Officer ---------
William A. Smith
Robert E. Boardman* Director
- ------------------ ---------
Robert E. Boardman
David R. Coates* Director
- ---------------- ---------
David R. Coates
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
Benjamin F. Edwards III* Director
- ----------------------- ------------
Benjamin F. Edwards III
Charles H. Erhart, Jr.* Director
- ---------------------- -------------
Charles H. Erhart, Jr.
Earle H. Harbison, Jr.* Director
- ---------------------- -------------
Earle H. Harbison, Jr.
Roger B. Porter* Director
- ----------------
Roger B. Porter -------------
E. Miles Prentice, III* Director
- ----------------------- -------------
E. Miles Prentice, III
Thomas P. Salmon* Director
- ----------------- -------------
Thomas P. Salmon
A. Gary Shilling* Director
- ----------------- -------------
A. Gary Shilling
Director
Thomas R. Williams -------------
Patricia K. Woolf* Director
- ------------------ -------------
Patricia K. Woolf
</TABLE>
*By /s/ Patrick E. Welch Date: February 10, 1999
-----------------------------
Patrick E. Welch
Pursuant to Power of Attorney
<PAGE> 1
Exhibit (A)(1)
National Life Insurance Company
Montpelier, Vermont
I, Jean K. Landolt, Assistant Secretary of the Corporation of National Life
Insurance Company, hereby certify that the attached resolution is a true copy of
a resolution adopted by the Board of Directors of National Life Insurance
Company at a meeting duly called and held on February 1, 1985. I further certify
that this resolution has not been rescinded or amended and remains in full force
and effect on the date hereof.
In witness whereof, I have hereunto subscribed my official signature and
set the seal of the Corporation this 24th day of April, 1995.
/s/ Jean K. Landolt
----------------------------
Jean K. Landolt
Assistant Secretary of the Corporation
<PAGE> 2
NATIONAL LIFE INSURANCE COMPANY
BE IT RESOLVED, that the Company, pursuant to the provisions of 3855 of Title 8
of the Vermont Statutes Annotated, hereby establishes a separate account
designated, "National Variable Life Insurance Account" ("Variable Account") for
the following use and purposes, and subject to such conditions as hereinafter
set forth:
FURTHER RESOLVED, that Variable Account shall be established for the purpose of
providing for the issuance by the Company of such variable life or such other
contracts ("Contracts") as the Executive Committee may designate for such
purpose and shall constitute a separate account into which are allocated amounts
paid to or held by the Company under such Contracts; and
FURTHER RESOLVED, that the income, gains and losses, whether or not realized,
from assets allocated to Variable 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 Variable Account
shall be to invest or reinvest the assets of Variable 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 five investment divisions be, and hereby are established
within Variable Account to which net payments under the Contracts will be
allocated in accordance with instructions received from contractholders, and
that the Executive Committee be, and hereby is, authorized to increase or
decrease the number of investment divisions in Variable Account as it 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 Chairman and the President and any Vice Chairman be,
and they hereby are, authorized to deposit such amount in Variable 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 Chairman and the President and any Vice Chairman be,
and they hereby are, authorized to transfer funds from time to time between the
Company's general account and Variable Account as deemed necessary or
appropriate and consistent with the terms of the Contracts; and
FURTHER RESOLVED, that the Executive Committee of the Company be, and is
hereby, authorized to change the designation of Variable Account to such other
designation as it may deem necessary or appropriate; and
<PAGE> 3
FURTHER RESOLVED, that the appropriate officers of the Company, with such
assistance from the Company's auditors, legal counsel and independent
consultants or others as they may require, be, and they hereby are, authorized
and directed to take all action necessary to: (a) Register Variable Account as
a unit investment trust under the Investment Company Act of 1940, as amended;
(b) Register the Contracts in such amounts, which may be an indefinite amount,
as the Officers of the Company shall from time to time deem appropriate under
the Securities Act of 1933; and (c) Take all other actions which are necessary
in connection with the offering of said Contracts for sale and the operation of
Variable Account in order to comply with the Investment Company Act of 1940, the
Securities Exchange Act of 1934, the Securities Act of 1933, and other
applicable federal laws, including the filing of any amendments to registration
statement, and undertakings, and any applications for exemptions from the
Investment Company Act of 1940 or other applicable federal laws as the Officers
of the Company shall deem necessary to appropriate; and
FURTHER RESOLVED, that the Chairman, the President and any Vice Chairman and the
Vice President and General Counsel, and each of them with full power to act
without the others, hereby are severally authorized and empowered to prepare,
execute, in person or by attorney-in-fact, and cause to be filed with the
Securities and Exchange Commission on behalf of Variable Account, and by the
Company as sponsor and depositor a Form of Notification of Registration
Statement under the Securities Act of 1933 registering the Contracts, and any
and all amendments to the foregoing on behalf of Variable Account and the
Company and on behalf of and as attorneys 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 Vice President and General Counsel, Alden Guild, is
hereby 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 appropriate Officers of the Company be, and they
hereby are, authorized on behalf of Variable Account and on behalf of the
Company to take any and all action that they may deem necessary or advisable in
order to sell the Contracts, including any registrations, filings and
qualifications of the Company, its officers, agent and employees, and 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 such laws, and to take any
and all further action which said officers or counsel of the Company may deem
necessary or desirable (including entering into whatever agreements and
contracts may be necessary) in order to maintain such
<PAGE> 4
registrations or qualifications for as long as said officers or counsel deem it
to be in the best interests of Variable Account and the Company; and
FURTHER RESOLVED, that the Chairman, President, any Vice Chairman and the Vice
President and General Counsel of the Company be, and they hereby are, authorized
in the names and on behalf of Variable Account and of the Company to execute and
file irrevocable written consents on the part of Variable Account 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 said registration or qualification of Contracts and to appoint the
appropriate state official, or such other person as may be allowed by said
insurance or securities laws, agent of Variable Account and of the Company for
the purpose of receiving and accepting process; and
FURTHER RESOLVED, that the Chairman, President and any Vice Chairman of the
Company be, and hereby is, authorized to establish procedures under which the
Company will institute procedures for providing voting rights for owners of such
Contracts with respect to securities owned by Variable Account; and
FURTHER RESOLVED, that the Chairman, President and any Vice Chairman of the
Company is hereby authorized to execute such agreement or agreements as deemed
necessary and appropriate (i) with Equity Services, Inc., (ESI) or other
qualified entity under which ESI or such other entity will be appointed
principal underwriter and distributor for the Contracts and (ii) with one or
more qualified banks or other qualified entities to provide administrative
and/or custodial services in connection with the establishment and maintenance
of Variable Account and the design, issuance, and administration of the
Contracts; and
FURTHER RESOLVED, that, since it is expected that Variable Account will invest
in the securities issued by one or more investment companies, the appropriate
officers of the Company are hereby authorized to execute whatever agreement or
agreements as may be necessary or appropriate to enable such investments to be
made; 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 he may deem necessary
or desirable to carry out the foregoing resolutions and the intent and purposes
thereof.
<PAGE> 1
[EQUITY SERVICES LOGO] Exhibit 3(b)(1)
Branch Office Supervisor Contract
This contract entered into by and between Equity Services, Inc., National Life
Drive, Montpelier, Vermont ("Company")
and ________________________________________________
of _________________________________________________
State of ___________________________________________ ("Supervisor"), shall take
effect on the date of execution of this contract by Company.
WHEREAS, Supervisor is a registered representative of Company who, along with
other such representatives, works out of the office of an agency of National
Life Insurance Company ("National"), or any other office, which said office has
been designated a branch office of Company (the "Branch Office");
WHEREAS, Company finds it convenient to designate a Supervisor in the Branch
Office to perform certain services and make certain arrangements for space and
facilities in connection with the sale of investment securities which Company
may from time to time be authorized to distribute (the "Investment
Securities"); and
WHEREAS, Supervisor has agreed to perform such services and make such
arrangements in the Branch Office;
NOW THEREFORE the parties agree as follows:
1. Supervisor will use best efforts to actively promote the sale of all product
lines now, or in the future, offered by Company, of which 50% of such sales
efforts will be devoted to the sales of the Sentinel Funds;
2. Supervisor shall, during the term of this contract, perform the following
functions:
A. Make arrangements for office space, facilities and services for use by
registered representatives of Company working out of the Branch Office,
it being understood and agreed that all costs for such office space,
facilities and services are to be paid by Supervisor;
B. Assist Company in its supervisory responsibilities at the Branch Office
on a day to day basis;
C. Be qualified, or become qualified, as a general securities
representative by virtue of taking and passing the NASD Series 7 exam.
For those not already qualified as a general securities representative
the exam must be taken within 3 months of appointment as the Supervisor.
Be qualified, or become qualified, as a general securities principal by
virtue of taking and passing the NASD Series 24 exam, or its successor
exam, if necessary;
D. Be licensed, or become licensed by the State Securities Commission in
the state in which the Branch Office is located. This may include, but
is not limited to, taking and passing the Series 63 Uniform Securities
Agent State Law Examination (USASLE), depending upon local regulations.
E. Assist Company in the recruitment of new registered representatives to
be assigned to the Branch Office by investigating the good character,
business repute and background of each candidate, and make a written
recommendation to Company to accept or reject each such applicant for
registration.
F. Assist Company in training newly licensed registered representatives,
and in insuring that all representatives assigned to the Branch Office
are properly trained and kept informed of current issues as they relate
to Company, laws, rules and regulations applicable to Company's
securities business;
G. Receive, store, and disburse copies of current prospectuses relating to
the Investment Securities, and other sales material;
H. Maintain the following information regarding each registered
representative assigned to the Branch Office:
(1) a copy of the written recommendation for employment as a registered
representative of Company,
(2) a copy of Form U-4 (Uniform Application for Securities Industry
Registration or Transfer),
(3) a record of the NASD and State securities license(s) and
designation(s),
(4) a copy of the representative's contract with Company and other
contracts or appointments as they relate to a representative's
activities, such as outside VA appointments,
(5) advertising used by a registered representative as approved by
Company, and,
(6) any other applicable information.
I. Establish and maintain a client file for all client accounts sold by
registered representatives assigned to the Branch Office. Company client
files shall be kept separate from customer records kept for other
companies, including National Life. Information to be kept in each
client file shall include:
(1) copies of investment application(s),
(2) copy of new account card, and
<PAGE> 2
(3) a copy of the check submitted with the initial application.
(4) copies of confirmation statements reflecting the initial sale.
(5) annual statements as they are sent to the Branch Office by Company, and
(6) any other applicable information.
J. Periodically review business and communications generated by registered
representatives assigned to the Branch Office.
K. Conduct semi-annual meetings with all registered representatives assigned
to the Branch Office to discuss current matters relevant to the securities
business, compliance issues, review Company policies and procedures,
discuss current product information and any other pertinent information.
These meetings must be attended by all representatives assigned to the
Branch Office. Supervisor shall hold make-up meetings for those
representatives who are not able to attend, and shall document all such
meetings as specified in Company's Branch Office Supervisory Procedures.
L. Meet in person, at least annually, with those representatives assigned to
the Branch Office who conduct a portion of their business outside the
Branch Office, review those materials which may be used or kept at that
location, make sure that these locations are not being held out to the
public as a place of business for Company, and report on the findings of
each review as specified in Company's Branch Office Supervisory Procedures.
M. Maintain a complaint file in the Branch Office and forward the original of
any complaint received to Company.
N. Ensure that all communications, advertising, letterhead, and business cards
to be used with the public by a registered representative assigned to the
Branch Office are sent to the Director of Compliance of Company for
approval before use.
O. Ensure that all sales literature, including prospectuses, are current and
approved by Company before use.
P. Maintain a copy of Company's current Branch Office Supervisory Procedures.
Q. Carry out such other functions as may from time to time be requested by the
Company.
3. Supervisor's relationship with Company shall be that of an independent
contractor and not that of employee. Supervisor shall be free to exercise his
independent judgement as to the time, place and manner of performance of his
duties.
4. Company shall pay to Supervisor commission overrides, in accordance with
Schedule 1 attached hereto, or as may be amended from time to time by
Company, on each sale of Investment Securities on an application procured by
Supervisor or by a registered representative assigned to the Branch Office,
but only when, as and if a commission becomes payable to such representative
(including Supervisor) with respect to such sale in accordance with the terms
of the Registered Representative Contract then in effect between the Company
and such representative.
Commission overrides shall be payable to Supervisor monthly, and shall be
subject to change from time to time, but not retroactively, by written notice
mailed by Company to Supervisor at the Branch Office, such changes to be
effective on the date indicated in such notice. Commission overrides received
by Supervisor pursuant to this contract with respect to any sale for which
commissions received by the registered representative (including Supervisor)
effecting such sale, are refundable under the terms of his Registered
Representative Contract, and will be refunded by Supervisor at the same time
and in the same manner as the commissions paid to the registered
representative (including Supervisor).
Supervisor hereby assigns, as security for the payment of any such refund
obligations, all monies due to Supervisor from National or any of National's
affiliates, including, but not limited to, commissions for new business or
renewals, overrides and expense allowances, and Supervisor specifically
agrees that, in the event that Supervisor fails to pay any amount which is
refundable hereunder, Company shall be entitled to recover such amounts by
seizing the monies collaterally assigned hereby.
5. Supervisor shall have no authority to manage the conduct of Company's
business carried on in the Branch Office, except to provide assistance in
supervision to the extent provided in Section 1 hereof, it being understood
that all such functions will be carried out by Company from its headquarters
in Montpelier, Vermont.
6. Supervisor agrees to arbitrate any dispute, claim or controversy that may
arise between Supervisor and the Company or a customer, or any other person,
that is required to be arbitrated under the rules, constitutions, or By-Laws
of the NASD, as may be amended from time to time.
7. This contract will terminate upon death of Supervisor or, if earlier, upon
termination of the Registered Representative Contract between Company and
Supervisor, It may be terminated by either Supervisor or Company at any time
with or without cause upon written or telegraphic notice specifying a date of
termination at least 30 days subsequent to the date on which the notice was
sent, and sent to the last known address of the other party. Upon termination
of this contract, Supervisor shall return to Company all records, literature,
licenses, authorization, cards, bond cards, sales aids, sales manuals and
data belonging to Company, and pending return of these items, Company shall
withhold any and all commissions which may be due Supervisor. No commission
overrides or commission, except with respect to sales of Investment
Securities actually consummated prior to termination, shall be payable after
termination of this contract.
<PAGE> 3
8. Supervisor may not assign, pledge or encumber his
interest in this contract, or any part thereof, or any
amount payable, or to become payable hereunder, without
the written consent of the Company.
In Witness Whereof Company has executed this contract by _______________________
its __________________________________________________________________________at
Montpelier, Vermont this _______ day of _______________, 19 ______ and
Supervisor has executed this contract at__________________________ this ________
day of ____________________, 19____________.
________________________________________ _____________________________________
Branch Office Supervisor Witness
________________________________________ _____________________________________
Equity Services, Inc. Witness
<PAGE> 1
Exhibit 3(b)(2)
[EQUITY SERVICES, INC. LETTERHEAD] REGISTERED REPRESENTATIVE CONTRACT
This contract, entered into by and between Equity Services, Inc., National
Life Drive, Montpelier, Vermont, herein termed "Company" and herein termed
"Representative" shall take effect on the date of execution of this contract by
Company.
The contract shall supersede all previous agreements of whatever kind
between the parties.
Company agrees that during the term hereof Representative may solicit and
procure applications for the purchase of securities which Company may from time
to time be authorized to sell or distribute.
EXPENSES
Representative understands that Representative has no authority to incur
any expenses or obligations in the name of Company and Representative agrees to
indemnify and save Company harmless from any and all expenses, liabilities,
costs, causes of actions, and damages resulting from or growing out of any
action, conduct or representation made by Representative or for which
Representative is responsible. Representative agrees to pay all expenses
personally incurred in connection with Representatives's work including the
costs of transportation and (except to the extent to which Company may as a
matter of policy elect to reimburse Representative therefor) any license fees
and examination fees required by state or federal authorities to be paid for the
privilege of selling or soliciting sales of securities.
SCOPE OF AUTHORITY
Representative's relationship with Company shall be that of independent
contractor and not that of employee. Representative shall be free to exercise
independent judgment as to the persons to be solicited and the time, place and
manner of solicitation.
COMPLIANCE WITH RULES AND REGULATIONS
Representative agrees to comply with all rules and regulations of the
National Association of Securities Dealers, Inc., (the "NASD"), including its
Rules of Fair Practice and with all applicable laws and governmental regulations
and with all of the policies, rules and regulations of Company relating to the
solicitation and sale of securities (all of which policies, rules and
regulations are and will be designed to insure that only fair sales
presentations, which comply with all applicable laws and regulations, will be
made to prospects). Representative further agrees that Representative will make
no solicitations in areas (a) in which the securities are not registered for
sale, nor (b) in which either Company or Representative or both are not duly
licensed and authorized to solicit such sales.
SALES RESTRICTIONS
Representative agrees not to make any representations concerning any
securities except such representations as are contained in the current
prospectuses and in written information provided by the Company as supplemental
to such prospectuses. Representative also agrees not to use any sales
literature, sales bulletins or any other advertising or sales material except
that which has been supplied by or approved in writing by Company; nor shall
Representative communicate in writing with any client or prospective client
relative to securities investments unless each such communication has been
approved in writing by Company prior to its use. Representative also agrees that
Representative will not address any club, organization, group or gathering on
behalf of Company or securities distributed by it without prior written consent
by Company.
ACCEPTANCE AND PAYMENT
All applications for the purchase of securities and sales of such
securities are subject to acceptance by Company and the issuer of such
securities at their respective principal offices. Should an application or sale
be, for any reason, rejected or should any securities purchased be tendered for
redemption or repurchased by the Issuer within seven business days after
Company's confirmation of the purchase order therefor, Representative will not
be entitled to any compensation on such application or the sale of such
securities and Representative shall promptly refund any compensation received
because of an application or sale. Representative has no authority for or on
account of Company or the issuer of securities to collect or receive payment in
Representative's own name for such securities from any applicant for the
purchase thereof, it being understood that all such payments are to be by checks
or other means of payment, payable to Company or as it may specify. The
Representative shall not forward personal funds to Company for or on behalf of
any customer or otherwise directly or indirectly furnish funds for any customer,
in connection with any purchase of securities. Representative shall not directly
or indirectly arrange for, or assist in arranging for, the extension or
<PAGE> 2
maintenance of credit to, for or on behalf of any person in connection with the
purchase of securities. Company reserves the right to settle any claims against
Company arising from the sale of securities by the Representative. Company also
reserves the right to refund to the investor payments made by Representative on
Representative's securities without Representative's consent at any time and to
charge back against the Representative's account commissions and service fees
received by Representative because of such sale. Representative further agrees
that if such a charge back should leave a deficit balance in Representative's
account with Company, that upon written notice and request by Company to
Representative, Representative will, within fifteen (15) days from receipt of
such notice and request, reimburse Company for the full amount of such deficit.
COMPENSATION
Company shall pay to Representative, as Representative's sole compensation,
commissions and service fees, if applicable, on sales of securities for
applications procured by Representative hereunder, as shown on Schedule "A"
attached to this contract and made a part hereof, to be paid monthly subject to
other applicable provisions hereof. Except for adjustments provided for in
Schedule "A" attached hereto, commissions and service fees payable to
Representative as set forth in Schedule "A" and any of the other provisions of
Schedule "A", are subject to change, but not retroactively, from time to time by
written notice mailed by Company to Representative at the address of the
Company's Branch Office Supervisor or National Life General Agent with whom
Representative is associated, such notice to also include the effective date of
the new compensation schedule. In case a question of credit for business shall
arise, the Company's decision shall be final. Compensation shall be payable only
if and when the payments are received by Company.
INDEBTEDNESS SET-OFF
Company may set off against commissions and service fees (including incentive
compensation commissions) due or which may become due to Representative from
Company or any of Company's affiliates, any debts or other obligation of any
nature whatsoever due or which may become due from Representative to Company.
REPRESENTATIONS
No representation, inducement, or commitment, other than those expressly set
forth in this Contract, has been made to or is relied upon by Representative.
ASSIGNMENT
This Contract is personal and not transferable. No right, benefit, or interest
issued hereunder shall be the subject of assignment unless authorized in advance
in writing by Company.
TERMINATION
This Contract will terminate upon death of Representative and may be terminated
by either Representative or Company at any time with or without cause upon
written or telegraphic notice specifying a date of termination at least 30 days
subsequent to the date on which the notice was sent, and sent to the last known
address of the party. Upon termination of this Contract, Representative shall
return to Company all records, literature, licenses, authorization, cards, bond
cards, sales aids, sales manuals and data belonging to Company and pending
return of these items, Company shall withhold any and all compensation which may
be due Representative. No compensation, except initial commissions with respect
to sales of securities actually consummated prior to termination, shall be
payable after termination of this Contract.
POST TERMINATION ETHICS
Representative agrees that after termination of this Contract either by
Representative or by Company, Representative will not cause or solicit the
liquidation of any securities (other than those personally owned by
Representative) of any investment company whose securities Representative has
been authorized to sell by Company, nor will Representative aid or abet anyone
else in so doing. Company shall at all times have the right to apply, to any
court of general jurisdiction in the state where personal service can be
obtained upon Representative, for a Writ of Injunction restraining and
forbidding Representative from any continued breach or violation of this
paragraph of this Contract.
BINDING AGREEMENT
This agreement is binding upon Company, its successors and assigns, and upon
Representative, and Representatives heirs and authorized assigns.
CONDUCT
Representatives shall endeavor to promote the interest of Company as
contemplated by this Contract and so conduct themselves as not to affect
adversely the business, good standing, or reputation of themselves or Company.
WAIVER
Failure or delay by Company at any time or times to
<PAGE> 3
declare breach and termination of the Contract because of any violation or
violations of the provisions hereof shall not be deemed a waiver on the part of
Company for that or any subsequent violation by Representative.
TRAINING MATERIALS
Representative acknowledges that Representative has read and maintains a copy
at Representative's office of the following: (a) Manual of the NASD (including
Rules of Fair Practice); (b) Company's Administrative Manual; (c) Company's
Compliance and Supervisory Guidelines; and (d) Company's Marketing Manual.
INFORMATION & REPRESENTATION OF OTHER BROKER/DEALERS
Representative agrees to furnish to Company such information about
Representative, including, but not limited to, information relating to
Representative's prior business experience, educational background, financial
status, and reputation in the community, as may from time to time be requested
by Company for the purpose of complying with federal, state and NASD
requirements. Representative further agrees that all such information furnished
shall be true and complete and kept current at all times. Representative also
agrees that failure to supply such information or submission of information
which contains any untrue statement of a material fact or which omits to state
a material fact necessary in order to make the statements made, in the light of
the circumstances under which they are made, not misleading, shall constitute a
breach of the Contract. Representative agrees that during the term hereof
Representative will not be associated with any other broker or dealer for the
sale of securities, except with the written consent of Company.
In Witness Whereof, Company has executed this contract by its Director of
Compliance at Montpelier, Vermont this ____ day of ______________, 19__
and Representative has executed this Contract at ____________________________
this ________day of ____________________, 19__.
EQUITY SERVICES, INC. REGISTERED REPRESENTATIVE
___________________________________ ______________________________________
(ESI signature) (Reg. Rep. signature)
___________________________________ ______________________________________
(ESI Witness signature) (Reg. Rep. Witness signature)
<PAGE> 1
Exhibit (6)(a)
AMENDED AND RESTATED CHARTER
OF
NATIONAL LIFE INSURANCE COMPANY
WHEREAS, the National Life Insurance was created and chartered by an
act of the General Assembly of the State of Vermont, approved November 13, 1848,
and incorporated by The Hon. Henry Clay of Kentucky, Hon. Amos Abbott of
Massachusetts, Hon. Robert P. Dunlap of Maine, Hon. William B. Maclay of New
York, Hon. William M. Treadway of Virginia, Hon. Alexander Ramsey of
Pennsylvania, Hon. Henry Y. Cranston of Rhode Island, William C. Kittredge,
Robert Pierpont, Julius Converse, and Albert G. Whittemore of Vermont, and
Benjamin Balch, Esq. of Massachusetts; and
WHEREAS, said charter has been amended by various acts passed by the
General Assembly since that time, said amendments being made by acts approved
October 26, 1849, October 30, 1850, November 12, 1852, October 27, 1858,
November 12, 1886, November 10, 1892, October 24, 1894, and November 23, 1900,
and by various provisions of the General Laws of the State; and
WHEREAS, the Corporation has converted from mutual to stock form
pursuant to a Plan of Reorganization dated May 8, 1998, under which a mutual
insurance holding company was formed to own at least a majority of the voting
securities in the Corporation in accordance with Title 8, Chapter 101,
Subchapter 3A of the Vermont Statutes Annotated; and
WHEREAS, the Corporation is the surviving corporation following such
reorganization; and
WHEREAS, it is deemed to be for the general good of the State and of
the Corporation that its charter be re-written and amended by this Amended and
Restated Charter so that the powers, rights and obligations of the Corporation
may be more clearly and definitely defined, and to that end the charter is
hereby amended and restated to read as follows:
Article 1 - Organization
1.1 The name of this Corporation is National Life Insurance
Company.
1.2 The Corporation is organized as a Vermont stock life
insurance company pursuant to Title 8 of the Vermont Statutes Annotated and the
Vermont Business Corporation Act.
Article 2 - Purpose and Powers
2.1 The Corporation shall have the purpose of engaging in any
lawful business for an insurance company, including, without limitation, the
following:
<PAGE> 2
(a) To make insurance on single lives, joint lives, and survivorships
and to make reversionary payments and all other contracts whatsoever
appertaining to the business of life and health insurance;
(b) To do any and all insurance and reinsurance:
1. On the lives of persons and every insurance appertaining
thereto or connected therewith, including endowments and to grant,
purchase or dispose of annuities;
2. Against bodily injury or death by accident or against
disablement resulting from sickness and every insurance appertaining
thereto;
3. Against loss or damage by the sickness, bodily injury or
death by accident of any person and against loss or damage to the
property of any person by accident for which loss or damage the insured
is liable and all other contracts whatsoever appertaining to the
business of life, health, and accident insurance.
(c) To hold in trust or otherwise the proceeds of any life or accident
insurance policy or annuity issued by it upon such terms and subject to such
limitations as to revocation by the policyholder or purchaser of the annuity and
control by the beneficiaries or annuitants and subject to such limitations of
the rights of creditors of the beneficiaries or annuitants as shall have been
agreed upon in writing by the Corporation and the policyholder or the purchaser
of the annuity.
The Corporation shall have and possess all the powers and authority
necessary, proper, and convenient to fully accomplish said purposes with all the
usual powers, privileges, obligations, and liabilities incident to similar
corporations within the United States and the Corporation shall have authority
to do any lawful act which is necessary or proper to accomplish its purposes.
Without limiting the effect of the foregoing grant of authority it is
hereby specially provided that the Corporation may have a corporate seal and
alter the same at pleasure, may sue and be sued, may appoint agents, may make
contracts, may borrow money, may acquire real and personal property by purchase,
mortgage, gift, devise, bequest or by foreclosure of a mortgage thereon owned by
or pledged to it, by purchase at sale under the provisions of such mortgage or
upon judgment for debts due, by settlements effected to secure such debts or
otherwise, and may maintain, manage, convey, lease, mortgage, pledge or dispose
of such property. The Corporation may acquire and hold all real estate necessary
or convenient for the purposes of its business in Vermont or elsewhere. The
Corporation shall have power to establish branches of said company in any place
or places out of the limits of the State if in the opinion of its directors its
interests will be promoted thereby.
Article 3 - Duration
3.1 The Corporation shall have perpetual duration unless
sooner dissolved as provided by law.
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<PAGE> 3
Article 4 - Registered Office
4.1 The registered office of the Corporation in the State of
Vermont is located at National Life Drive, in the City of Montpelier, County of
Washington. The initial registered agent at such address is James K. McQueston.
Article 5 - Capital Stock
5.1 The Corporation shall have one class of capital stock. The
total number of shares of capital stock that the Corporation shall have the
authority to issue is 2.5 million shares of common stock, par value $1.00 per
share ("Common Stock").
5.2 At all times 100% of the voting shares of Common Stock
shall be owned, directly or indirectly, by NLV Financial Corporation, a Delaware
corporation ("NLV Financial"). These voting shares of Common Stock shall be
owned directly by NLV Financial except in the event that a second intermediate
holding company is formed. The Corporation shall not issue any shares of Common
Stock to any person other than NLV Financial if, as a result of such issuance,
NLV Financial would cease owning, directly or indirectly, 100% of the voting
shares of the Common Stock of the Corporation.
5.3 Subject to any applicable regulatory requirements, holders
of the Common Stock shall be entitled to receive dividends and other
distributions as declared by the Corporation's Board of Directors, including the
net assets of the Corporation upon a dissolution.
5.4 Shareholders of the Corporation shall not have any
pre-emptive or preferential rights to purchase shares of capital stock of the
Corporation.
Article 6 - Board of Directors
6.1 The business and affairs of the Corporation shall be
managed by the Board of Directors. All corporate powers and authority of the
Corporation (except as at the time otherwise provided by law, by this Charter or
by the Bylaws) shall be vested in and exercised by the Board of Directors.
6.2 The number of directors of the Corporation shall be not
less than three and not more than ten. The number of directors constituting the
initial Board of Directors shall be five, and thereafter shall be as established
by the Board of Directors. The Board of Directors shall be divided into three
classes which will be as nearly equal in number as possible. The terms for the
classes of the initial Board of Directors shall expire in 2000, 2001, and 2002,
respectively. At each succeeding annual meeting of Shareholders, respective
successors shall be elected for three-year terms. Except for appointments to
fill a vacancy which shall be made by the remaining directors as provided in the
Bylaws, directors shall only be elected at annual meetings. Directors shall hold
office until the annual meeting at which the term of their office expires and
the election and qualification of his or her successor has taken place, or until
his or her earlier death, resignation or removal. The
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<PAGE> 4
Board of Directors shall include at least three "Independent Directors" as that
term is defined in section 3(8) of regulation 97-5 issued by the Commissioner of
Banking, Insurance, Securities and Health Care Administration of the State of
Vermont, and in any modifications or amendments to that regulation.
6.3 Except as otherwise provided by Vermont law, directors
shall not be personally liable for monetary damages for breach of fiduciary duty
as a director, and the Corporation shall indemnify the directors for any such
damages in accordance with Article 7 of this Charter. In addition, no director
of the Corporation shall be liable to the Corporation or its Shareholders for
monetary damages for any action taken, or any failure to take any action, solely
as a director, based on a failure to discharge such director's duties in
accordance with section 8.30 of Title 11A of the Vermont Statutes Annotated,
except liability for: (a) the amount of a financial benefit received by the
director to which the director is not entitled; (b) the intentional or reckless
infliction of harm by the director on the Corporation or the Shareholders; (c)
the director's violation of section 8.33 of Title 11A of the Vermont Statutes
Annotated, or (d) an intentional or reckless criminal act by the director.
6.4 In voting on matters presented to the Board a director of
the Corporation shall vote in accordance with what he or she reasonably believes
to be in the best interests of the Corporation and shall consider the interests
of the Corporation's Shareholders and, in addition, may in his or her discretion
consider the following:
(1) the interests of the policyholders of the Corporation and its
subsidiaries;
(2) the interests of the Corporation's employees, independent
contractors, agents, suppliers, creditors and customers;
(3) the economy of the nation;
(4) community and societal interests; and
(5) the long-term as well as the short-term interests of the
Corporation and its Shareholders, including the possibility
that these interests may be best served by continuing the
existing ownership structure of the Corporation.
6.5 The Board of Directors of the Corporation may, in its
discretion and subject to any applicable regulatory requirements, set apart out
of the funds of the Corporation available for dividends to Shareholders a
special reserve or reserves for the exclusive benefit of the Corporation's
policyholders, or for other proper purposes.
Article 7 - Indemnification
7.1 The Corporation shall indemnify and hold harmless any
officer, director, employee or agent of the Corporation to the fullest extent
permitted under Title 11A, Chapter 8, Subchapter 5 of the Vermont Statutes
Annotated, as the same may be amended from time to time. Any repeal or
modification of this Article 7 or of Title 11A, Chapter 8, Subchapter 5 of the
Vermont Statutes Annotated shall not adversely affect any right of
indemnification of any officer, director or employee of the Corporation existing
at any time prior to such repeal or modification. Provided, however, that the
Corporation shall not
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<PAGE> 5
be required to indemnify a person in connection with a proceeding initiated by
such person, including a counterclaim or crossclaim, unless the proceeding was
authorized by the Board of Directors.
Article 8 - Amendments to Charter
8.1 The Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Charter, in the manner now or
hereafter prescribed by statute, including any required review by and approval
of the Commissioner of Banking, Insurance, Securities and Health Care
Administration of the State of Vermont, and all rights conferred upon the
Shareholders herein are granted subject to this reservation.
* * * * * * * *
I, the undersigned incorporator, do hereby undertake to form an incorporated
company under Title 8 of the Vermont Statutes Annotated and under the Vermont
Business Corporation Act, and adopt the above Charter for such corporation.
Dated at National Life Drive, City of Montpelier, County of Washington, State of
Vermont this 15th day of December, 1998.
/s/ James K. McQueston
James K. McQueston
Incorporator
5
<PAGE> 1
Exhibit (6)(b)
AMENDED AND RESTATED BYLAWS OF
NATIONAL LIFE INSURANCE COMPANY
Article 1
Annual and Special Meetings
1.1 Annual Meeting.
(a) The annual meeting of the Shareholders of the Corporation
shall be held on the second Friday of May in each year, except as
otherwise resolved by the Board of Directors. The meeting shall be held
at the offices of National Life Insurance Company in Montpelier,
Vermont, except as otherwise resolved by the Board of Directors.
(b) Only such business shall be conducted at an annual meeting
of Shareholders as shall have been properly brought before the meeting.
For business to be properly brought before the meeting, it must be: (i)
authorized by the Board of Directors and specified in the notice, or a
supplemental notice, of the meeting, (ii) otherwise brought before the
meeting by or at the direction of the Board of Directors or the
chairman of the meeting, or (iii) otherwise properly brought before the
meeting by a Shareholder. For business to be properly brought before an
annual meeting by a Shareholder, the Shareholder must have given prior
written notice thereof to the Secretary of the Corporation.
1.2 Special Meetings.
(a) Special meetings of Shareholders for any purpose or
purposes may be called at any time only by the Chairman of the Board,
if any, the President, the Board of Directors or by a committee of the
Board of Directors authorized to call such meetings. A special meeting
may also be called by the Chairman of the Board of Directors upon the
written request of Shareholders holding at least ten percent of all the
votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Such written request of Shareholders shall be
addressed to the Secretary of the Corporation and shall describe the
purpose or purposes for which the meeting is to be held. Except for the
foregoing, a special meeting may be called by no other person. The
business transacted at a special meeting of Shareholders shall be
limited to the purpose or purposes for which such meeting is called, as
that purpose or purposes shall appear in the notice of the meeting.
(b) Special meetings of Shareholders shall be held at the
offices of National Life Insurance Company in Montpelier, Vermont, or
at such other location as the Board of Directors may direct.
1.3 Notice of Meetings. A written notice of each annual or
special meeting of Shareholders shall be given stating the place, date and time
of the meeting, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called. Unless
<PAGE> 2
otherwise provided by law, the Charter or these Bylaws, such notice of meeting
shall be given not less than ten nor more than 60 days before the date of the
meeting to each Shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be given when deposited in the mail,
postage prepaid, directed to the Shareholder at such Shareholder's address as it
appears on the records of the Corporation.
1.4 Adjournments. Any annual or special meeting of
Shareholders may be adjourned from time to time to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the
date, time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting any business may be transacted
which might have been transacted at the original meeting. If after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each Shareholder of record entitled to
vote at the adjourned meeting in accordance with Section 1.3.
1.5 Quorum. Except as otherwise provided by law, the Charter
or these Bylaws, the presence in person or by proxy of the holders of stock
having a majority of the votes which could be cast by the holders of all
outstanding stock entitled to vote at the meeting shall constitute a quorum of
Shareholders at a meeting of Shareholders. In the absence of a quorum, the
Shareholders so present may, by the affirmative vote of the holders of stock
having a majority of the votes which could be cast by all such holders, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
Bylaws until a quorum is present.
1.6 Organization. Meetings of Shareholders shall be presided
over by the Chairman of the Board, if any, or if there is none or in his or her
absence, by the President, or in his or her absence, by a chairman designated by
the Board of Directors, or in the absence of such designation by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his or her absence the chairman of the meeting may appoint any person to act
as secretary of the meeting.
1.7 Voting. Except as otherwise provided by the Charter, each
Shareholder entitled to vote at any meeting of Shareholders shall be entitled to
one vote for each share of common stock of the Corporation owned by such
Shareholder.
1.8 Proxies. Each Shareholder entitled to vote at a meeting of
Shareholders may authorize another person or persons to act for such Shareholder
by proxy filed with the Secretary before or at the time of the meeting. No such
proxy shall be voted or acted upon after 11 months from its date, unless the
proxy provides for a longer period. A Shareholder may revoke a proxy by
attending the meeting and voting in person or by filing with the Secretary an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date.
1.9 Record Date. In order that the corporation may determine
the Shareholders entitled to notice of or to vote at any meeting of Shareholders
or any adjournment thereof, the Board of Directors may fix a record date, which
shall not be earlier than the date upon which the resolution fixing the record
date is adopted by the Board of Directors and which shall, unless otherwise
required by law, be not more than 60 nor less than ten days before the date of
such meeting. If no record date is fixed, the record date for
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<PAGE> 3
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders shall be at the close of business on the day next preceding the day
on which notice of the meeting is given. If a meeting is adjourned to a date
more than 120 days after the date of the original meeting, the Board of
Directors shall fix a new record date.
1.10 Action by Consent of Shareholders. Unless the power of
Shareholders to act by consent without a meeting is restricted or limited by the
Charter, any action required or permitted to be taken at an annual or special
meeting of Shareholders may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken, is
signed by holders of outstanding stock having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote on such action were present and voted.
Every written consent shall bear the date of signature of each Shareholder (or
his, her or its proxy) signing such consent. Prompt notice of the taking of any
corporate action without a meeting of Shareholders shall be given to the
Secretary of the Corporation.
ARTICLE 2
Board of Directors
2.1 Number; Election. The number of directors of the
Corporation shall be not less than three and not more than ten. The number of
directors constituting the initial Board of Directors shall be five, and
thereafter shall be as established by the Board of Directors within the limits
of the Charter and these Bylaws; provided, that such number may not be increased
by more than three in any one year and any increase shall require the approval
of at least two-thirds of the entire Board of Directors. The Board of Directors
shall be divided into three classes which will be as nearly equal in number as
possible. The terms for the classes of the initial Board of Directors shall
expire in 2000, 2001, and 2002, respectively. At each succeeding annual meeting
of Shareholders, respective successors shall be elected for three-year terms.
Except for appointments to fill a vacancy as provided herein, directors shall
only be elected at annual meetings. Directors shall hold office until the annual
meeting at which the term of their office expires and the election and
qualification of his or her successor has taken place, or until his or her
earlier death, resignation or removal. The Board of Directors shall include at
least three "Independent Directors" as that term is defined in section 3(8) of
regulation 97-5 issued by the Commissioner of Banking, Insurance, Securities and
Health Care Administration of the State of Vermont.
2.2 Eligibility. No person shall be eligible for election or
re-election as director after that director's seventieth birthday, and the term
which extends beyond that director's seventieth birthday shall expire on the
date of the annual meeting coinciding with or next following the director's
seventieth birthday.
2.3 Removal. Except as otherwise required by law, by a vote of
two-thirds of the entire Board of Directors the Board may remove any director
from office, for good reason as determined by the Board of Directors, and fill
the vacancy as provided herein. A director shall not otherwise be removed from
office.
2.4 Nominations.
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<PAGE> 4
(a) Only persons who are nominated in accordance with the
procedures set forth in this Article 2 shall be eligible for election
as directors of the Corporation. Nominations of persons for election to
the Board of Directors may be made by the Board of Directors or by
Shareholders of the Corporation in accordance with Section 2.4(b).
(b) Nominations of persons for election to the Board of
Directors may be made by any Shareholder or group of Shareholders
holding at least ten percent of the capital stock of the Corporation.
Nominations must be made by written notice to the Secretary delivered
or mailed to and received at the principal executive offices of the
Corporation (i) not less than 60 days nor more than 90 days prior to
the meeting, or (ii) if less than 70 days' notice of the meeting or
prior public disclosure of the date of the meeting is given or made to
Shareholders, not later than the close of business on the tenth day
following the day on which the notice of the meeting was mailed or, if
earlier, the day on which such public disclosure was made. A
Shareholder's notice to the Secretary shall set forth (x) as to each
person whom the Shareholder proposes to nominate for election or
re-election as a director: (1) the name, age, business address and
residence address of such person, (2) the principal occupation or
employment of such person, (3) such person's written consent to being
named in any proxy statement as a nominee and to serving as a director
if elected; and (y) as to the Shareholder giving notice, the name and
address of such Shareholder. At the request of the Board of Directors
any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary that information required to be
set forth in a Shareholder's notice of nomination which pertains to the
nominee.
2.5 Vacancies. Any newly created directorship or any vacancy
occurring in the Board of Directors for any reason may be filled by a majority
vote of the remaining directors, although less than a quorum, or by a plurality
of the votes cast in the election of directors at a meeting of Shareholders, if
the directors have not acted to fill the vacancy. Each director elected to
replace a former director shall hold office until the expiration of the term of
office of the director whom he or she has replaced and the election and
qualification of his or her successor, or until his or her earlier death,
resignation or removal. A director elected to fill a newly created directorship
shall serve until the annual meeting at which the terms of office of the class
of directors to which he or she is assigned expire and the election and
qualification of his or her successor, or until his or her earlier death,
resignation or removal. If any vacancy results in there being fewer than three
independent directors, the directors shall act to fill that vacancy with an
independent director.
2.6 Regular Meetings. A regular meeting of the Board of
Directors shall be held, without call or notice, immediately after and at the
same place as the annual meeting of Shareholders, for the purpose of organizing
the Board of Directors, electing officers and transacting any other business
that may properly come before such meeting. Other regular meetings of the Board
of Directors may be held during the year at the call of the Chief Executive
Officer and at such times as shall be fixed by resolution of the Board of
Directors.
2.7 Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, if any, the President, the
Secretary, or upon the receipt by the Secretary of a written request for a
special meeting signed by any three members of
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<PAGE> 5
the Board of Directors. Notice of the date, time, and place of a special meeting
of the Board of Directors shall be given by the person or persons calling the
meeting or by the Secretary at least twenty-four hours before the special
meeting. Such notice may be given by telephone, facsimile, electronic mail, or
similar means which are reasonable under the circumstances. The purpose or
purposes of a special meeting need not be stated in the notice.
2.8 Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or if there is none or in
his or her absence, by the President, or in his or her absence by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his or her absence the chairman of the meeting may appoint any person to act
as secretary of the meeting. A majority of the directors present at a meeting
may adjourn such meeting to any other date, time or place without notice other
than announcement at the meeting.
2.9 Quorum. At all meetings of the Board of Directors a
majority of the whole Board of Directors shall constitute a quorum for the
transaction of business. The vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.
2.10 Virtual Participation. Directors, or any committee of
directors, may participate in a meeting of the Board of Directors or such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this section shall constitute
presence in person at such meeting.
2.11 Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing
(which may be in counterparts), and the written consent or consents are filed
with the minutes of proceedings of the Board of Directors or such committee.
2.12 Reliance Upon Records. Every director, and every member
of any committee of the Board of Directors, shall, in the performance of his or
her duties, be fully protected in relying in good faith upon the records of the
Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of its officers or employees, or committees of the
Board of Directors, or by any other person as to matters the director or
committee member reasonably believes are within such other person's professional
or expert competence and who has been selected with reasonable care by or on
behalf of the Corporation.
2.13 Interested Director Transactions.
(a) The Corporation shall only knowingly enter into a contract
or transaction in which a director has a "conflicting interest" upon
the approval of the contract or transaction by the Chief Executive
Officer and the ratification of that approval by the affirmative vote
of a majority of "qualified directors" or of a committee appointed by
the affirmative vote of a majority of qualified directors where all the
members of the committee are qualified directors.
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(b) Except as otherwise provided by law, a director has a
"conflicting interest" (i) with regard to a contract or transaction if
he or she or a related person is a party to the transaction or has a
direct or indirect financial interest in the transaction which would
reasonably be expected to exert an influence on the director's judgment
if he or she were called upon to vote on the transaction, and (ii) with
regard to a contract or transaction of sufficient character and
significance that it is or normally would be brought to the Board for
action, if a party to the transaction is an entity, or controls or is
under the common control of an entity, of which the director is a
director, general partner, agent, or employee, or if such entity has a
direct or indirect financial interest in the transaction, and that
interest would reasonably be expected to exert an influence on the
director's judgment if he or she were called upon to vote on the
transaction.
(c) A "qualified director" for this purpose is a director who
neither (i) has a conflicting interest in the transaction, nor (ii) has
a familial, financial, professional, or employment relationship with a
director who does have a conflicting interest in the transaction, which
relationship would reasonably be expected to exert an influence on the
director's judgment when voting on the transaction.
(d) A director who has a conflicting interest in a contract or
transaction may be counted in determining whether a quorum is present
at any meeting of the Board of Directors at which such contract or
transaction is considered or authorized, and such director may
participate in such meeting and vote on such authorization.
2.14 Compensation. The Board of Directors shall have the
authority to fix the compensation of directors. The directors who are not
full-time officers of the Corporation or its affiliates shall be paid their
reasonable expenses, if any, of attendance at each meeting of the Board of
Directors or a committee thereof and may be paid a fixed sum for attendance at
each such meeting and an annual retainer or salary for services as a director or
committee member.
2.15 Presumption of Assent. Unless otherwise provided by the
laws of the State of Vermont, a director who is present at a meeting of the
Board of Directors or a committee thereof at which action is taken on any matter
shall be presumed to have assented to the action taken unless his or her dissent
shall be entered in the minutes of such meeting, or unless the director objected
at the beginning of the meeting (or promptly upon the director's arrival) to the
holding of the meeting or the transacting of business at the meeting, or unless
he or she shall file his or her written dissent to such action with the person
acting as secretary of such meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary immediately after the
adjournment of such meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
2.16 Transactions with Affiliates. Any contract or transaction
between the Corporation and an affiliated entity by which it is directly or
indirectly controlled shall be approved or ratified by the Board of Directors or
the appropriate committee thereof.
ARTICLE 3
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Committees
3.1 In General.
(a) The Board of Directors shall have the following standing
committees: an Executive Committee and an Independent Directors
Committee.
(b) In addition, the Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or
more committees, each committee to consist of one or more directors of
the Corporation.
(c) The Board of Directors shall, by resolution passed by a
majority of the whole Board of Directors, appoint the members of the
various committees, and may designate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.
(d) A committee, to the extent permitted by law and provided
in these Bylaws or in the resolution of the Board of Directors
designating such committee or in the rules and regulations promulgated
by the Board, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs
of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it.
(e) Each committee shall conduct its business in the same
manner as the Board of Directors conducts its business pursuant to
Article 2 of these Bylaws.
3.2 Executive Committee.
(a) The Executive Committee shall consist of at least three
directors and shall include the Chief Executive Officer.
(b) The Executive Committee shall be responsible for corporate
governance issues. During the interval between meetings of the Board of
Directors, to the extent permitted by law, it shall possess and may
exercise the powers of the Board of Directors in the management and
direction of the affairs of the Corporation, all actions taken by the
Committee to be duly reported to the Board. The Executive Committee
shall perform such other duties as the Board of Directors may assign to
it.
3.3 Independent Directors Committee.
(a) The Independent Directors Committee shall consist of at
least three directors, each of whom shall be an "Independent Director",
as such term is defined in the Mutual Holding Company Act or
regulations promulgated thereunder.
(b) The Independent Directors Committee shall be responsible
for making, or causing to be made, such examinations and audits of the
assets, liabilities and practices of the Corporation as they may
determine are appropriate or as the Board may direct.
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(c) The Independent Directors Committee shall be responsible
for evaluating and recommending to the Board the acceptance or
rejection of any contract or transaction between the Corporation and an
affiliated entity which it is directly or indirectly controls or is
controlled by.
ARTICLE 4
Officers
4.1 Election and Term of Office of Officers.
(a) The Board of Directors shall elect a President, who shall
hold office until his or her successor is elected and qualified or
until his or her earlier death, resignation or removal. The Board of
Directors may elect one or more executive officers at the level of
senior vice president or above, each of whom shall hold office until
his or her death, resignation or removal. In addition, the Board of
Directors may, if it so determines, elect a Chairman of the Board from
among its members.
(b) The Chief Executive Officer shall appoint a Secretary and
may appoint one or more officers at levels below senior vice president.
Each officer appointed by the Chief Executive Officer shall hold office
until his or her death, resignation, or removal.
4.2 Powers and Duties of Officers. The officers of the
Corporation shall have such powers and duties in the management of the
Corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors.
4.3 Chief Executive Officer. Unless the Board of Directors
elects a Chairman of the Board who is designated as such, the President shall be
the Chief Executive Officer of the Corporation and shall supervise and control
all of the business affairs of the Corporation, subject to the direction of the
Board of Directors.
4.4 Secretary. In addition to such other duties, if any, as
may be assigned to the Secretary by the Board of Directors, the Chairman of the
Board, if any, or the President, the Secretary shall (i) keep the minutes of
proceedings of the Shareholders and the Board of Directors in one or more books
provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (iii) be
the custodian of the records and seal of the Corporation; (iv) affix or cause to
be affixed the seal of the Corporation or a facsimile thereof, and attest the
seal by his or her signature, to all documents the execution of which under seal
is authorized by the Board of Directors; and (v) keep or cause to be kept a
register of the name and address of each Shareholder, as the same shall be
furnished to the Corporation by such Shareholder.
ARTICLE 5
Stock Certificates and Transfers
5.1 Certificate. Every holder of common stock shall be
entitled to have a
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certificate signed by or in the name of the Corporation by the Chairman of the
Board, if any, or the President or a Vice President, and by the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
such Shareholder in the Corporation. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such officer, transfer agent, or registrar continued to be such at the
date of issue.
5.2 Lost, Stolen or Destroyed Certificates. Issuance of New
Certificates. The Corporation may issue a new certificate for common stock in
the place of any certificate previously issued by it, alleged to be lost, stolen
or destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or such Shareholder's legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
5.3 Transfers of Stock. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for stock of the
Corporation duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer or, if the relevant stock certificate is
claimed to have been lost, stolen or destroyed, upon compliance with the
provisions of Section 5.2 of these Bylaws, and upon payment or applicable taxes
with respect to such transfer, and in compliance with any restrictions on
transfer applicable to such stock certificate or the shares represented thereby
of which the Corporation shall have notice and subject to such rules and
regulations as the Board of Directors may from time to time deem advisable
concerning the transfer and registration of stock certificates, the Corporation
shall issue a new certificate or certificates for such stock to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books. Transfers of stock shall be made in the books of the Corporation only by
the registered holder thereof or by such holder's attorney or successor duly
authorized as evidenced by documents filed with the Secretary or transfer agent
of the Corporation. Whenever any transfer of stock shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of transfer
if, when the certificate or certificates representing such stock are presented
to the Corporation for transfer, both the transferor and transferee request the
Corporation to do so.
5.4 Shareholders of Record. The Corporation shall be entitled
to treat the holder of record of any stock of the Corporation as the holder
thereof and shall not be bound to recognize any equitable or other claim to or
interest in such stock on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise required by the laws
of the State of Vermont.
ARTICLE 6
Notices
6.1 In General. Except as otherwise provided by law, the
Charter or these Bylaws, whenever notice is required to be given to any
Shareholder, director or member of any committee of the Board of Directors, such
notice may be given by personal delivery or by depositing it, in a sealed
envelope, in the United States mails, first class, postage prepaid,
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addressed, or by transmitting it via fax, to such Shareholder or director,
either at the address of such Shareholder or director as it appears on the
records of the Corporation or, in the case of a director, at his or her business
address; and such notice shall be deemed to be given at the time when it is thus
personally delivered, deposited, delivered or transmitted, as the case may be.
Such requirement for notice shall also be deemed satisfied, except in the case
of Shareholder meetings, if actual notice is received orally or by other writing
or other electronic media by the person entitled thereto as far in advance of
the event with respect to which notice is being given as the minimum notice
period required by law or these Bylaws.
6.2 Dispensation With Notice.
(a) Whenever notice is required to be given by law, the
Charter or these Bylaws to any Shareholder who is listed in the records
of the Corporation as "Address Unknown," the giving of such notice to
such Shareholder shall not be required. Any action or meeting which
shall be taken or held without notice to such Shareholder shall have
the same force and effect as if such notice had been duly given. If any
such Shareholder shall deliver to the Corporation a written notice
setting forth the then current address of such Shareholder, the
requirement that notice be given to such Shareholder shall be
reinstated.
(b) Whenever notice is required to be given by law, the
Charter or these Bylaws to any person with whom communication is
unlawful, the giving of such notice to such person shall not be
required, and there shall be no duty to apply to any governmental
authority or agency for a license or permit to give such notice to such
person. Any action or meeting which shall be taken or held without
notice to any such person with whom communication is unlawful shall
have the same force and effect as if such notice had been duly given.
6.3 Waivers of Notice. Any written waiver of notice, signed by
the person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting
(or promptly upon the person's arrival at the meeting), to the transaction of
any business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of any regular or special meeting
of the Shareholders, directors, or members of a committee of directors need be
specified in any written waiver of notice.
ARTICLE 7
General Provisions
7.1 Indemnification.
(a) The Corporation shall indemnify and hold harmless any officer, director,
employee or agent of the Corporation to the fullest extent permitted under Title
11A, Chapter 8, Subchapter 5 of the Vermont Statutes Annotated, as the same may
be amended from time to time. Any repeal or modification of this Section 7.1 or
of Title 11A, Chapter 8, Subchapter 5 of the Vermont Statutes Annotated shall
not adversely affect any right of indemnification of any officer, director or
employee of the Corporation existing at any time prior to such repeal
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or modification. Provided, however, that the Corporation shall not be required
to indemnify a person in connection with a proceeding initiated by such person,
including a counterclaim or crossclaim, unless the proceeding was authorized by
the Board of Directors.
(b) The Corporation may pay or reimburse the reasonable expenses incurred in
defending any proceeding in advance of its final disposition if the Corporation
has received in advance an undertaking by the person receiving such payment or
reimbursement to repay all amounts advanced if it should be ultimately
determined that he or she is not entitled to be indemnified under this article
or otherwise. The Corporation may require security for any such undertaking.
7.2 Seal. The corporate seal shall have the name of the
Corporation inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.
7.3 Form of Records. Any records maintained by the Corporation
in the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time.
7.4 Amendment of Bylaws.
(a) Except as otherwise required by Vermont law, these Bylaws
may be amended, altered or repealed by the Board of Directors of the
Corporation.
(b) These Bylaws may be amended, altered or repealed by
majority vote of the Shareholders.
* * * *
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Exhibit Index
1.
A.
(1) Resolutions of the Board of Directors of National Life Insurance
company establishing the National Variable Life Insurance Account
(1) (a) (3) (b)(1) Form of Equity Services, Inc Branch Office
Supervisor Contract
(1) (a) (3) (b)(2) Form of Equity Services, Inc Registered
Representative Contract
(6) (a) Amended Charter of National Life Insurance Company
(6) (b) Amended Bylaws of National Life Insurance Company
