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Exh 99.A(1)
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
ASSISTANT SECRETARY'S CERTIFICATE
I, STEPHEN ROSEN, Assistant Secretary of THE MANUFACTURERS LIFE INSURANCE
COMPANY (U.S.A.) (the "Company"), a corporation existing under the laws of the
State of Michigan, hereby certify that the following is a true copy of a
resolution passed by the Board of Directors at its meeting on the 20th day of
March, 1997:
WHEREAS the Company intends to sell variable life insurance contracts
which contain an option to have contract assets invested in securities
for the purposes of providing benefits under the contracts.
AND WHEREAS the Company intends to hold such assets in a separate
account.
RESOLVED THAT:
1. The Company be and it is hereby authorized to undertake all
necessary activities to secure variable life authority in each
of the states, including District of Columbia, where the
Company is currently licensed to transact the business of life
insurance.
2. The Company shall and hereby establishes a separate account
designated "Separate Account A" for the purpose of providing a
funding medium to support reserves under variable life
insurance policies as may be issued by the Company and as the
officers of the Company may designate for such purpose. The
officers of the Company may, from time to time, change the
designation of "Separate Account A" to such other designations
as they may deem necessary and appropriate.
3. Premiums paid pursuant to variable life contract shall be
allocated to the separate account in accordance with the terms
of such contracts for the purpose of providing benefits under
the contracts.
4. Income, gains and losses realized and unrealized relating to
the separate account shall, in accordance with any variable
life insurance policies issued by the Company, be credited or
charged to such separate account, without regard to other
gains or losses by the Company.
5. The separate account shall not be chargeable with liabilities
arising out of any other business of the Company and shall be
held solely for the policyholders with variable contracts to
the extent provided in such contracts.
6. The separate account shall be invested in a manner determined
by the Company from time to time, and in accordance with any
restrictions contained in the variable contracts.
7. The officers of the Company are hereby authorized and directed
to take all such action as may be necessary or appropriate to
cause the separate account to be registered as a unit
investment trust under the Investment Company Act of 1940,
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as amended, and make such application or applications for such
exemptive or other orders under that Act as may be necessary
or desirable.
8. The officers of the Company are hereby authorized and directed
to take all such action as may be necessary or appropriate to
file or cause to be filed with the Securities and Exchange
Commission in accordance with the provisions of the Securities
Act of 1933, as amended, relating to such variable life
insurance contracts.
9. That James D. Gallagher, Secretary and General Counsel of the
Company, be and is hereby constituted and appointed agent for
service of process for this Company to receive notices and
communications from the Securities and Exchange Commission
with respect to such registration statements as may be filed
on behalf of the Company concerning Separate Account A and to
exercise the powers given to such agent in the rules and
regulations of the Securities and Exchange Commission under
the Securities Act of 1933, as amended.
10. The officers of the Company be, and they are hereby authorized
to do or cause to be done all things necessary or desirable,
as may be advised by counsel, to comply with or obtain
exemptions from Federal and State laws and regulations that
may be applicable to the issuance and sale of variable life
insurance by the Company.
11. The officers of the Company be, and they are hereby authorized
and directed to perform all such acts and do all such things
as may, in their judgment and discretion, be necessary or
desirable to give full effect to these resolutions so as to
enable the company to establish the separate account and issue
the variable life insurance contracts, including, without
limitation:
(a) the preparation and execution of custodian
agreements, underwriting agreements, service
agreements and such other agreements and documents
respecting such separate account or contracts;
(b) the determination of the terms and conditions of the
variable life insurance contract herein authorized;
and
(c) the determination of the jurisdiction or
jurisdictions in which action shall be taken to
obtain the requisite qualification, registration or
authorization for the issue and sale of such variable
life insurance contracts.
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GIVEN AND CERTIFIED, at the City of Toronto, Province of Ontario, with the
Common Seal hereto affixed by the undersigned having custody of the same as
Assistant Secretary of the Company, this 20th day of July, 2000.
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ Steve Rosen
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Assistant Secretary
