Registration Statement for a Separate Account (Unit Investment Trust) — Form N-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: N-4 Registration Statement for a Separate Account 47± 175K
(Unit Investment Trust)
2: EX-1 Underwriting Agreement 3± 17K
3: EX-3 Articles of Incorporation/Organization or By-Laws 11± 47K
4: EX-4 Instrument Defining the Rights of Security Holders 17± 58K
5: EX-4 Instrument Defining the Rights of Security Holders 7± 27K
6: EX-4 Instrument Defining the Rights of Security Holders 7± 28K
7: EX-4 Instrument Defining the Rights of Security Holders 7± 27K
8: EX-4 Instrument Defining the Rights of Security Holders 5± 22K
9: EX-5 Opinion re: Legality 11± 41K
10: EX-5 Opinion re: Legality 11± 45K
11: EX-5 Opinion re: Legality 8± 35K
12: EX-5 Opinion re: Legality 8± 32K
13: EX-6 Opinion re: Discount on Capital Shares 50± 180K
14: EX-8 Opinion re: Tax Matters 32± 130K
15: EX-8 Opinion re: Tax Matters 23± 86K
16: EX-8 Opinion re: Tax Matters 6± 27K
17: EX-8 Opinion re: Tax Matters 3± 14K
18: EX-9 Voting Trust Agreement 1 8K
19: EX-99.16 PWR OF ATTY Miscellaneous Exhibit 8± 39K
EX-1 — Underwriting Agreement
Exhibit (1)
BOARD OF DIRECTORS RESOLUTIONS
FOR VARIABLE ANNUITY SEPARATE ACCOUNT
WHEREAS, the Board of Directors of Woodmen of the World Life Insurance Society
and/or Omaha Woodmen Life Insurance Society (the "Society") has analyzed adding
variable annuity certificates to the Society's product portfolio and has
determined it is advisable to so add such certificates; and
WHEREAS, to issue variable annuity certificates, the Society must establish a
separate account pursuant to the insurance laws of the State of Nebraska.
NOW, THEREFORE, BE IT RESOLVED, that the Society obtain the required approvals,
authorizations and/or licenses to issue variable annuity certificates in states
where the Society is licensed and approved to transact business; and
FURTHER RESOLVED, that the Board of Directors of the Society hereby establishes
a separate account, pursuant to the provisions of NEB. REV. STAT. Section44-
402.01, designated Woodmen Variable Annuity Account (hereinafter the "Variable
Account"), for the following use and purposes, and subject to such conditions as
hereinafter set forth; and
FURTHER RESOLVED, that the Variable Account is established for the purpose of
providing for the issuance by the Society of certain variable annuity
certificates (the "Certificates"), and shall constitute a funding medium to
support reserves under such Certificates issued by the Society; and
FURTHER RESOLVED, that the income, gains and losses, realized or unrealized,
from assets allocated to the Variable Account shall be credited to or charged
against the Variable Account, without regard to other income, gains or losses of
the Society; and
FURTHER RESOLVED, that portion of the assets of the Variable Account equal to
the reserves and other liabilities under the Certificates and any other
certificates issued through the Variable Account will not be chargeable with
liabilities arising out of any other business the Society may conduct; and
FURTHER RESOLVED, that the Variable Account shall be divided into investment
subaccounts (the "Subaccounts"), each of which shall invest in the shares of a
mutual fund portfolio, and net premiums under the Certificates shall be
allocated in accordance with instructions received from owners of the
Certificates; and
FURTHER RESOLVED, that the Investment Committee is authorized to add or remove
any Subaccount of the Variable Account or add or remove any mutual fund
portfolio as may hereafter be deemed necessary or appropriate; and
FURTHER RESOLVED, that the income, gains and losses, realized or unrealized,
from assets allocated to each Subaccount of the Variable Account shall be
credited to or charged against such Subaccount of the Variable Account, without
regard to other income, gains or losses of any other Subaccount of the Variable
Account; and
FURTHER RESOLVED, that the President and Executive Vice President/Finance and
Treasurer, and either of them, with full power to act without the other, be, and
they hereby are, severally authorized to transfer cash from time to time from
the Society's general account to the Variable Account, or from the Variable
Account to the general account, as deemed necessary or appropriate and
consistent with the terms of the Certificates; and
FURTHER RESOLVED, that the Board of Directors of the Society reserves the right
to change the designation of the Variable Account hereafter to such other
designation as it may deem necessary or appropriate; and
FURTHER RESOLVED, that the President and Executive Vice President/Finance and
Treasurer, and either of them, with full power to act without the other, with
such assistance from the Society's independent certified public accountants,
legal counsel and independent consultants or others as they may require, be, and
they hereby are, severally authorized and directed to take all action necessary
to: (a) register the Variable Account as a unit investment trust under the
Investment Company Act of 1940 (the "1940 Act"); (b) register the Certificates
in such amounts, which may be an indefinite amount, as such officers of the
Society shall from time to time deem appropriate under the Securities Act of
1933 (the "1933 Act"); and (c) take all other actions that are necessary in
connection with the offering of the Certificates for sale and the operation of
the Variable Account in order to comply with the 1940 Act, the Securities
Exchange Act of 1934, the 1933 Act, and other applicable federal laws, including
the filing of any registration statements, any undertakings, no-action requests,
consents, and any applications for exemptions from the 1940 Act or other
applicable federal laws, and any amendments to the foregoing as the officers of
the Society shall deem necessary or appropriate; and
FURTHER RESOLVED, that the President and Executive Vice President/Finance and
Treasurer, and either of them, with full power to act without the other, are
severally authorized and empowered to prepare, execute and cause to be filed
with the Securities and Exchange Commission on behalf of the Variable Account,
and by the Society as sponsor and depositor, a Notification of Registration on
Form N-8A, a registration statement on Form N-4 registering the Variable Account
as an investment company under the 1940 Act, and a registration statement
registering the Certificates under the 1933 Act, and any and all amendments to
the foregoing on behalf of the Variable Account and the Society; and
FURTHER RESOLVED, that the President, Executive Vice President/Finance and
Treasurer, and General Counsel are duly 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 President and Executive Vice President/Finance and
Treasurer, and either of them, with full power to act without the other, are
severally authorized on behalf of the Variable Account and on behalf of the
Society to take any and all action that each of them may deem necessary or
advisable in order to offer and sell the Certificates, including any
registrations, filings and qualifications both of the Society, its officers,
agents and employees, and of the Certificates, 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, requests, undertakings, 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 such officers or legal counsel of the Society may deem necessary or
desirable (including entering into whatever agreements and contracts may be
necessary) in order to maintain such registrations or qualifications for as long
as the officers or legal counsel deem it to be in the best interests of the
Variable Account and the Society; and
FURTHER RESOLVED, that the President and Executive Vice President/Finance and
Treasurer, and either of them, with full power to act without the other, be, and
they hereby are, severally authorized in the names and on behalf of the Variable
Account and the Society: (a) to execute and file irrevocable written consents on
the part of the Variable Account and of the Society to be used in such states
wherein such consents to service of process may be required under the insurance
or securities laws therein in connection with the registration or qualification
of the Certificates; and (b) to appoint the appropriate state official, or such
other person as may be allowed by insurance or securities laws, agent of the
Variable Account and of the Society for the purpose of receiving and accepting
process; and
FURTHER RESOLVED, that the President and Executive Vice President/Finance and
Treasurer, and either of them, with full power to act without the other, be, and
hereby are, severally authorized to establish procedures under which the Society
will provide voting rights for owners of the Certificates with respect to
securities owned by the Variable Account; and
FURTHER RESOLVED, that the President and Executive Vice President/Finance and
Treasurer are hereby authorized to execute such agreement or agreements as
deemed necessary and appropriate (a) with Woodmen Financial Services, Inc. or
other qualified entity under which Woodmen Financial Services, Inc. or such
other entity will be appointed principal underwriter and distributor for the
Certificates, (b) with one or more qualified banks or other qualified entities
to provide administrative and/or custody services in connection with the
establishment and maintenance of the Variable Account and the design, issuance,
and administration of the Certificates, and (c) with the designated mutual fund
portfolios and/or the principal underwriter and distributor of such mutual fund
portfolios for the purchase and redemption of portfolio shares; and
FURTHER RESOLVED, that the President and Executive Vice President/Finance and
Treasurer are hereby authorized to execute and deliver such agreements and other
documents and do such acts and things as each of them may deem necessary or
desirable to carry out the foregoing resolutions and the intent and purposes
thereof.
The foregoing Resolutions were approved by the Board of Directors of the Society
on August 1, 2001.
Dates Referenced Herein and Documents Incorporated by Reference
6 Subsequent Filings that Reference this Filing
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