<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
---------------------
Securities and Exchange Commission File No. 812-06037
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA, FORMERLY
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
22-2265014
(I.R.S. Employer Identification No.)
116 Huntington Avenue
Boston, Massachusetts 02116
(Address of principal executive offices)
(617) 266-6008
(Registrant's telephone number, including area code)
---------------------
Indicate by check market whether the registrant (1) has filed reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
X Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of the issuer's sole class of common stock, as
of November 1, 1997 was 2,600.
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<TABLE>
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
Quarterly Report on Form 10-Q
For the period ended September 30, 1997
Table of Contents
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Page
----
<S> <C> <C>
Part I Financial Information
Item 1. Financial Statements
Balance Sheets as of September 30, 1997 and December 31, 1996 3
Statements of Operations for the three and nine month period ended September 30, 1997 and 1996 4
Statement of Changes in Capital and Deficit for the nine months ended September 30, 1997 5
Statements of Cash Flows for the nine months ended September 30, 1997 and 1996 6
Notes to Financial Statements 7
Item 2. Management Discussion and Analysis of Results of Operations and Financial Condition 8
Part II Other Information
Item 1 Legal Proceedings 9
Item 2 Change in Securities 9
Item 3 Default upon Senior Securities 9
Item 4 Submission of matters to a vote of Security Holders 9
Item 5 Other Information 9
Item 6A Exhibits 9
Item 6B 11
</TABLE>
2
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<TABLE>
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF
NAWL HOLDING COMPANY, INC.)
Balance Sheets - Statutory Basis
<CAPTION>
SEPTEMBER 30, 1997 DECEMBER 31, 1996
------------------ -----------------
ASSETS (unaudited)
<S> <C> <C>
Investments
Bonds $ 13,336,716 $ 13,848,316
Real estate 0 2,268,120
Common stock 34,550,965 30,305,498
Policy loans 2,445,283 454,026
Cash and short-term investments 6,222,528 7,321,515
-------------- --------------
Total investments 56,555,492 54,197,475
Accrued investment income 311,870 278,106
Other assets 6,063,726 4,008,003
Separate account assets 8,555,032,361 6,459,289,860
-------------- --------------
Total assets 8,617,963,449 6,517,773,444
============== ==============
LIABILITIES
Aggregate reserves 5,675,123 3,674,617
Transfers from separate account, net (216,496,404) (188,238,440)
Borrowed money 163,911,732 138,200,680
Accrued interest on surplus note 2,791,232 1,591,232
Payable to parent 2,544,719 405,711
Funds held account from reinsurers 6,000,000 6,000,000
Asset valuation reserve 3,273,640 2,089,490
Bank overdraft 0 7,598,444
Amounts payable on reinsurance ceded 7,429,419 8,122,060
Other liabilities 16,957,590 9,486,084
Separate account liabilities 8,555,032,361 6,459,289,860
-------------- --------------
Total liabilities 8,547,119,412 6,448,219,738
Capital and deficit
Surplus note payable to parent 20,000,000 20,000,000
Common stock (shares authorized: 3,000; issued and outstanding
2,600; par value $1,000) 2,600,000 2,600,000
Paid-in capital excess of par value 128,633,000 128,633,000
Unassigned deficit (80,388,963) (81,679,294)
-------------- --------------
Total capital and deficit 70,844,037 69,553,706
-------------- --------------
Total liabilities, capital and deficit $8,617,963,449 $6,517,773,444
============== ==============
</TABLE>
3
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<TABLE>
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF
NAWL HOLDING COMPANY, INC.)
Statements of Operations - Statutory Basis
(Unaudited)
<CAPTION>
Year to date July 1 - September 30,
9/30/97 9/30/96 1997 1996
-------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Annuity considerations and deposits $1,203,870,215 $790,323,073 $478,971,319 $247,245,793
Net investment income 4,069,336 4,040,557 1,119,424 1,695,058
Commissions and expense allowances on
reinsurance ceded 22,006,554 19,404,716 9,107,709 7,382,520
Reinsurance experience refund 2,559,557 4,090,435 1,280,255 2,086,386
Reserve adjustments on reinsurance (28,613,741) (3,639,740) (1,932,109) 1,423,587
-------------- ------------ ------------ ------------
Total revenues 1,203,891,921 814,219,041 488,546,598 259,833,344
Expenses:
Annuity benefits 373,710,145 269,335,442 129,482,434 90,280,221
Increase in reserves 2,000,505 1,308,005 869,024 1,004,827
Increase in separate account liability 696,172,475 442,349,806 306,398,898 132,053,117
Commissions 84,792,190 63,989,714 35,097,394 21,068,380
General expenses 25,605,374 19,019,116 8,978,879 6,654,184
Interest expense 7,682,160 7,375,652 2,821,597 2,713,931
Recapture fee on reinsurance ceded 4,424,591 9,837,022 1,221,182 1,292,659
Reinsurance expense 3,969,940 1,884,204 1,592,363 757,620
-------------- ------------ ------------ ------------
Total expenses 1,198,357,380 815,098,961 486,461,771 255,824,939
Gain(loss) before realized capital losses
and tax provision 5,534,541 (879,920) 2,084,827 4,008,405
Realized capital (loss) (2,138,171) (60,090) (722) (220,794)
Tax provision 225,841 0 83,427 0
-------------- ------------ ------------ ------------
Net gain(loss) $ 3,170,529 $ (940,010) $ 2,000,678 $ 3,787,611
============== ============ ============ ============
</TABLE>
4
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<TABLE>
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF
NAWL HOLDING COMPANY, INC.)
Statement of Changes in Capital and Deficit - Statutory Basis
(Unaudited)
<CAPTION>
Paid-In Capital in
Common Excess of Par Unassigned Total Capital
Surplus Note Stock Value Deficit and Deficit
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balances at January 1, 1997 $20,000,000 $2,600,000 $128,633,000 $(81,679,294) $69,553,706
Net income 3,170,529 3,170,529
Change in net unrealized capital
losses 2,136,679 2,136,679
Change in asset valuation reserve (1,184,150) (1,184,150)
Increase in non-admitted assets (372,727) (372,727)
Initial commission allowance on
reinsurance ceded (2,460,000) (2,460,000)
=========================================================================================
Balances at September 30, 1997 $20,000,000 $2,600,000 $128,633,000 $(80,388,963) $70,844,037
=========================================================================================
</TABLE>
5
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<TABLE>
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF
NAWL HOLDING COMPANY, INC.)
Statements of Cash Flows - Statutory Basis
(Unaudited)
<CAPTION>
For the nine months ended September 30,
1997 1996
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Annuity considerations and deposits $1,203,870,215 $ 790,323,073
Allowances & reserve adjustments on reinsurance ceded (6,607,187) 15,764,976
Net investment income (154,213) 1,961,956
Experience refund on reinsurance ceded 2,559,557 4,090,435
Surrender benefits and other fund withdrawals paid (332,955,913) (243,528,997)
Other benefits paid to policyholders (38,832,816) (25,224,816)
Commissions, other expenses & taxes paid (107,309,295) (81,605,337)
Net transfers to separate account (724,430,439) (466,944,708)
Other operating expenses paid (16,076,691) (19,096,878)
-------------- -------------
Net cash used by operating activities (19,936,782) (24,260,296)
INVESTING ACTIVITIES:
Proceeds from investments sold, matured or repaid:
Bonds 6,867,165 9,472,186
Stocks 2,268,120 7,337,530
Real estate - 1,205,461
Cost of investments acquired:
Bonds (6,412,736) (1,170,741)
Stocks - (19,328,665)
Policy loans (1,991,257) (158,926)
-------------- -------------
Net cash provided by investing activities 731,292 (2,643,155)
-------------- -------------
OTHER CASH PROVIDED (APPLIED):
Capital and surplus paid-in - 15,000,000
Borrowed money 25,635,948 36,160,095
Other sources 5,994,902 1,506,237
Other applications (13,524,347) (13,423,596)
-------------- -------------
Net other cash provided (used) 18,106,503 39,242,736
-------------- -------------
Net change in cash and short-term investments (1,098,987) 12,339,285
Cash and short-term investments, beginning of period 7,321,515 1,797,230
-------------- -------------
Cash and short-term investments, end of period $ 6,222,528 $ 14,136,515
============== =============
</TABLE>
6
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NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
NOTES TO THE FINANCIAL STATEMENTS
UNAUDITED
The accompanying unaudited financial statements of North American Security Life
Insurance Company (the "Company"), include all adjustments, consisting of normal
recurring accruals, that the Company's management considers necessary for a fair
presentation of the Company's financial position and results of operations as of
and for the interim periods presented. The Company believes the disclosures in
these financial statements are adequate to present fairly the information
contained herein. These financial statements should be read in conjunction with
the audited financial statements contained in the Company's annual report on
Form 10-K. The results of operations for the three and nine months ended
September 30, 1997 are not necessarily indicative of the results to be expected
for the full year.
Financial results have been prepared on the basis of statutory accounting
practices which until December 31, 1995, were considered by the insurance
industry to be in accordance with generally accepted accounting principles
(GAAP) for mutual life insurance companies and their wholly-owned subsidiaries.
Commencing January 1, 1996, financial statements prepared on the basis of
statutory accounting practices will no longer be considered in accordance with
GAAP. Since the Company has yet to complete its conversion to GAAP, the
accompanying statements were prepared on the statutory basis of accounting.
SUBSEQUENT EVENTS
Effective October 1, 1997, the Company and the Company's subsidiary, First North
American Life Assurance Company, (FNAL) names were changed to more clearly
indicate that these companies are affiliated with The Manufacturers Life
Insurance Company ("Manulife Financial") and do not reflect any change in
control of the entities. The Company became The Manufacturers Life Insurance
Company of North America ("MNA") and FNAL became The Manufacturers Life
Insurance Company of New York ("MNY").
On September 30, 1997, the Company's subsidiary, NASL Financial Services, Inc.
("NASL FS"), a Massachusetts corporation, was reconstituted as a Delaware
limited liability company. Likewise the name was changed to the Manufacturers
Securities Services, LLC ("MSS").
On October 1, 1997, MNA and MSS, completed the sale of the investment advisory
and future revenue stream of its mutual fund business, the North American Funds.
MSS received $16.4 million in consideration and will report a pre-tax gain of
approximately $7 - $9 million in the fourth quarter of 1997.
INVESTMENTS
The Company has a coinsurance agreement that reinsures 100% of all products
fixed investment options. Hence, the general account investments held by the
Company support the surplus account and specific state requirements for
securities held on account for the benefit of policyholders.
The amortized and estimated fair value of investments in debt securities at
September 30, 1997 is as follows:
<TABLE>
<CAPTION>
Gross Gross
(in thousands) Amortized Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
--------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
US Treasury securities and
obligations of US
Government agencies $ 6,971 $215 $14 $ 7,172
Corporate debt securities 6,173 24 7 6,190
Mortgage-backed securities 193 13 0 206
------- ---- --- -------
Totals $13,337 $252 $21 $13,568
======= ==== === =======
</TABLE>
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
The Company's net income for the nine months ended September 30, 1997 was
$3.2 million versus a loss of $0.9 million in 1996. Included in year to date
results for 1997 is $2.1 million of realized capital losses related to the
disposal of the Company's real estate holdings in the first quarter of 1997.
Strong market performance in 1997 has generated favorable asset based fee income
from our Separate Accounts. Total annuity sales, in the third quarter increased
to $479 million up from $404 million in the second quarter and $321 million in
the first quarter. The 49% increase over the first quarter sales and the 19%
increase over the second quarter sales is primarily a result of the Company's
strategic change in its Separate Account investment platform. This platform has
provided more attractive investment options for our policyholders. In addition,
we have developed new distribution partnerships and offered new competitive
products in the marketplace. The strong market performance and favorable annuity
deposits have resulted in higher asset based fees which have offset the negative
strain of writing new business.
FINANCIAL CONDITION
Total assets increased from $6.52 billion at December 31, 1996 to $8.62 billion
at September 30, 1997 an increase of over 32%. This significant growth in our
asset base has been fueled by our increased sales volumes and a favorable
marketplace for the mutual fund industry in 1997. The Company's Separate Account
assets of $8.56 billion continue to represent over 99% of total assets. The
significant Separate Account asset level supports the Company's continued focus
on its variable option insurance products.
Total capital and deficit increased from $69.5 million at December 31, 1996 to
$70.8 million at September 30, 1997, an increase of $1.3 million. This increase
is represented by net income of $3.2 million, change in the unrealized capital
loss on the real estate disposal of $2.1 million offset by the change in AVR and
non-admitted assets of $1.5 million and the surplus adjustment on reinsurance
ceded of $2.5 million.
Since 100% of the variable option annuity deposits are invested in the Separate
Account the Company must finance acquisition costs through internally generated
cash flows or borrowing. Due to the favorable annuity deposits during 1997
internal cash flows were not sufficient to finance the cost of writing new
business, hence the Company borrowed an additional $25 million from its parent
in the second quarter of 1997.
8
<PAGE> 9
ITEM 1 - LEGAL PROCEEDINGS
No reportable events
ITEM 2 - CHANGES IN SECURITIES
(a) and (b) No reportable events
(c)
The Company currently sells Venture Group Annuity, a flexible premium payment
deferred variable unallocated group annuity, to retirement plans that qualify
for special tax treatment under Section 401(a) of the Internal Revenue Code.
Sales of these securities are not required to be registered under the Securities
Act of 1933 (Section 3(a)(2) of this Act). Manufacturers Securities Services,
LLC, successor to NASL Financial Services, Inc., a wholly owned subsidiary of
the Company is the principal underwriter of the contracts and Wood Logan
Associates, Inc., an affiliate of the Company, is the promotional agent. There
are no maximum or minimum purchase payments required to establish a contract.
The value of a contract will vary according to the investment performance,
charges and expenses of the subaccounts in which the contract is invested. As of
September 30, 1997, the total variable assets in the Venture Group Annuity was
$83,445,176.
ITEMS 3 - DEFAULTS UPON SENIOR SECURITIES
No reportable events
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No reportable events
ITEM 5 - OTHER INFORMATION
No reportable events
ITEM 6A - EXHIBITS
(3) Exhibits (the Registrant is also referred to as the "Company")
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
1(a) Underwriting Agreement between the Company and NASL
Financial Services, Inc. (Underwriter)1/
1(b) Promotional Agent Agreement between NASL Financial Services,
Inc. (Underwriter), the Company and Wood Logan Associates,
Inc. (Promotional Agent) 2/
2 None
3(i) Article of Incorporation of the Company - filed herewith
3(i)(a) Certificate of Amendment to Articles of Incorporation of the
Company, Name Change July 1984 - filed herewith
3(i)(b) Certificate of Amendment to Articles of Incorporation of the
Company, Authorization of Capital December 1994 - filed
herewith
3(i)(c) Certificate of Amendment to Articles of Incorporation of the
Company, Registered Agent July 1997 - filed herewith
3(i)(d) Certificate of Amendment to Articles of
</TABLE>
9
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<TABLE>
<S> <C>
Incorporation of the Company, Name Change October 1997 - 3/
3(ii) Amended and Restated By-Laws of the Company - 3/
4(i) Form of Individual Single Payment Deferred Fixed Annuity
Non-Participating Contract - 10/
4(ii) Form of Group Single Payment Deferred Fixed Annuity
Non-Participating Contract - 10/
4(iii) Individual Retirement Annuity Endorsement - 10/
4(iv) ERISA Tax-Sheltered Annuity Endorsement - 10/
4(v) Tax-Sheltered Annuity Endorsement - 10/
4(vi) Section 401 Plans Endorsement - 10/
4(vii) Change of Company Name Endoresement - 3/
5 Opinion and Consent of James D. Gallagher, Esq. - 11/
6 Not Applicable
7 Not Applicable
8 Not Applicable
9 Not Applicable
10(i) - Form of broker-dealer agreement between the Company,
NASL Financial Services, Inc. (underwriter), Wood Logan
Associates, Inc. (Promotional Agent) and
broker-dealers 5/
(10)(ii) - Reinsurance and Guaranteed Death Benefits Agreement
between NASL and Connecticut General Life (10)(iii)
Insurance Company 8/ - Reinsurance Agreement between
NASL and PaineWebber Life Insurance Company 9/
(10)(iv) - Coinsurance Agreement between NASL and Peoples Security
Life Insurance Company - 12/
(10)(v) - Reinsurance and Accounts Receivable Agreements between
NASL and ITT Lyndon Life - 12/
(10)(vi) - Automatic Modified -Coinsurance Reinsurance Agreement
between NASL and Transamerica Occidental Life Insurance
Company - 12/
(10)(vii) - Automatic Yearly Renewable Term Reinsurance Agreement
between NASL and Transamerica Occidental Life Insurance
Company - 12/
(10)(viii) - Amendment No. 1 to the Variable Annuity Guaranteed
Death Benefit Reinsurance Agreement between NASL and
Connecticut General Life Insurance Company -12/
11 None
12 Not Applicable
13 Not Applicable
14 Not Applicable
15 None
16 Not Applicable
17 Not Applicable
18 None
19 None
20 Not Applicable
21 The Company has the following wholly owned subsidiaries:
Manufacturers Securities Services, LLC and The Manufacturers
Life Insurance
</TABLE>
10
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<TABLE>
<S> <C>
Company of New York
22 None
23(i) Consent of Coopers & Lybrand L.L.P.- Not Applicable
23(ii) Consent of Ernst & Young - Not Applicable
24(i) Power of Attorney (Directors of the Company) 13/
24(ii) Power of Attorney (Principal Financial Officer of the
Company) - filed herewith
25 Not Applicable
26 Not Applicable
27 Financial Data Schedule - filed herewith
28 Not Applicable
</TABLE>
1/ Incorporated by reference to Exhibit (A)(3)(a) to Form S-6, file number
2-93435, filed September 24, 1984 on behalf of the NASL Variable Account of the
Company
2/Incorporated by reference to Exhibit 3(ii) to Form N-4, file number 33-28455,
filed February 15, 1991 on behalf of the NASL Variable Account of the Company
3/ Incorporated by reference to Exhibit 3(i)(a), 3(ii)(a) and 4(v) to Form S-1,
file number 333-06011, filed on October 9, 1997 on behalf of the Company
4/ Intentionally Omitted
5/ Incorporated by reference to Exhibit (b)(3)(iii) to pre-effective amendment
no. 1 to Form N-4, file number 33-9960, filed February 2, 1987 on behalf of the
NASL Variable Account of the Company
6/ not applicable
7/ not applicable
8/ Incorporated by reference to Exhibit (b)(7)(i) to Registration Statement on
Form N-4, file number 33-76162, filed March 1, 1996
9/ Incorporated by reference to Exhibit (b)(7)(iii) to Registration Statement on
Form N-4, file number 33-76162, filed March 1, 1996
10/ Incorporated by reference to Exhibit 4 to Registration Statement on Form
S-1, file number 33-6011, filed June 14, 1996
11/ Incorporated by reference to Exhibit 5 to Pre-Effective Amendment No. 1 to
the Registration Statement on Form S-1, file number 33-6011, filed January 29,
1997
12/ Incorporated by reference to Exhibits (10)(iv) through (10)(viii) to
Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, file
number 33-6011, filed January 29, 1997
13/ Incorporated by reference to Exhibit 24(i) to Form 10-K file number 33-6011,
of the Company filed May 5, 1997
ITEM 6B - REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter.
11
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
(Registrant)
By: /s/ David W. Libbey
--------------------------------------------------------------
David W. Libbey, Vice President, Finance (Principal Financial
Officer and Duly Authorized Officer)
Date: November 11, 1997
12
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<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
3(i) Articles of Incorporation of the Company
3(i)(a) Certificate of Amendment to Articles of Incorporation of the Company, Name Change July 1984
3(i)(b) Certificate of Amendment to Articles of Incorporation of the Company, Authorization of Capital December 1994
3(i)(c) Certificate of Amendment to Articles of Incorporation of the Company, Registered Agent July 1997
3(i)(d) Certificate of Amendment to Articles of Incorporation of the Company, Name Change October 1997
3(ii) Amended and Restated By-Laws of the Company
4(vii) Change of Company Name Endoresement
24(ii) Power of Attorney (Principal Financial Officer of the Company)
27 Financial data schedule for quarter ended September 30, 1997
</TABLE>
13
<PAGE> 1
CERTIFICATE OF INCORPORATION
-of-
CHUBB/COLONIAL LIFE INSURANCE COMPANY OF AMERICA
- --------------------------------------------------------------------------------
I, THE UNDERSIGNED, in order to form a corporation for the purposes
herinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby certify as follows:
FIRST: The name of the corporation is
CHUBB/COLONIAL LIFE INSURANCE COMPANY OF AMERICA
SECOND: The registered office of the corporation is to be located at 306
South State Street, in the City of Dover, in the County of Kent, in the State of
Delaware. The name of its registered agent at that address is the United States
Corporation Company.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity, for which a corporation may be organized under the General Corporation
Law of Delaware, and in particular as a life and health insurance company under
the provisions of the Delaware Insurance Code as now in effect and as it may
hereafter be amended, including the reinsurance of life and health business, as
well as to engage in any lawful act or activity incidental thereto.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is Two Thousand (2,000) shares of common stock of the
par value of One Thousand Dollars (1,000) per share.
<PAGE> 2
FIFTH: The name and address of the single incorporator is as
follows:
Name Address
---- -------
George H. Callahan 8 Sylvan Way
Parsippany, New Jersey 07054
SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and for further
definition, limitation and regulation of the powers of the corporation and its
directors and stockholders:
1. The business and affairs of the Corporation shall be managed
by the Board of Directors except as otherwise provided by law.
2. The number of directors of the corporation shall be such as
from time to time shall be fixed by, or in the manner provided in the By-Laws.
3. None of the directors need be a stockholder of the Corporation
or a resident of the State of Delaware.
4. The Board of Directors shall have power without the assent or
vote of the stockholders to make, alter, amend, change, add to, or repeal the
By-Laws of the corporation, but any By-Law adopted by the Board may be amended
or repealed by the stockholders.
<PAGE> 3
SEVENTH: The corporation shall, to the fullest extent permitted by the
General Corporation Law of Delaware, as now in effect and as it may be hereafter
amended, indemnify all persons whom it may indemnify pursuant thereto.
EIGHTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on
stockholders, directors and officers are subject to this reserved power.
IN WITNESS WHEREOF, I have hereunto set my hand and seal, the 30th day of
July, 1979
/s/ George H. Callahan (L.S.)
-----------------------------
Witness:
/s/ Rose L. Dempsey
- -------------------
<PAGE> 1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
CHUBB/COLONIAL LIFE INSURANCE COMPANY OF AMERICA, hereinafter referred to
as the "Corporation", a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That on the 28th day of June, 1984, the Board of Directors of the
Corporation duly adopted by its written consent, pursuant to Section 141 (f) of
the General Corporation Law of the State of Delaware, a resolution setting forth
a proposed amendment to the Certificate of Incorporation of the said
Corporation, declaring that the proposed amendment be recommended to the
stockholder of the Corporation. The resolution setting forth the proposed
amendment is as follows:
RESOLVED:
THAT Article One of the Certificate of Incorporation of this Corporation be
amended by changing the name of the Corporation from CHUBB/COLONIAL LIFE
INSURANCE COMPANY OF AMERICA to NORTH AMERICAN SECURITY LIFE INSURANCE
COMPANY;
AND THAT the change of name be recommended to the stockholder of the
Corporation;
AND THAT any two of the directors and officers are hereby authorized to do
all things and take all actions to effect the change of name.
SECOND: That thereafter, pursuant to the resolution of its BOARD of
Directors, the sole stockholder of the Corporation, on the 28th day of June,
1984 duly adopted by its written consent, pursuant to Section 228 of the General
Corporation Law of the State of Delaware, a resolution in favour of the
amendment.
<PAGE> 2
THIRD: That said amendment was duly adopted in accordance with the
provisions of Sections 141(f), 228 and 242 of the General Corporation Law of the
State of Delaware.
FOURTH: That the capital of said Corporation shall not be reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, said CHUBB/COLONIAL LIFE INSURANCE COMPANY OF AMERICA
has caused its corporate seal to be hereunto affixed and this certificate to be
signed by William J. Atherton, its President, and Barbara E. Burk, its
Secretary, this 19th day of July, 1984.
By /s/ William J. Atherton,
President
Attest
By /s/ Barbara E. Burk, Secretary
(corporate seal)
<PAGE> 1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
North American Security Life Insurance Company, a corporation duly
organized and existing under the General Corporation Law of the State of
Delaware (the "corporation"), does hereby certify that:
1. The Certificate of Incorporation of the corporation is hereby amended
by deleting Article FOURTH thereof in its entirety and inserting the following
in lieu thereof:
FOURTH: The total number of shares of stock that the corporation shall
have authority to issue is Three Thousand (3,000). All such shares are
to be common stock, par value One Thousand Dollars ($1,000) per share,
and are to be of one class.
2. The Certificate of Incorporation of the corporation is hereby further
amended by adding the following Article:
NINTH: A director of this corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent such exemption from
liability or limitation thereof is not permitted under the General
Corporation Law of the State of Delaware as the same exists or may
hereafter be amended. Any repeal or modification of the foregoing
sentence shall not adversely affect any right or protection of a
director of the corporation existing hereunder with respect to any act
or omission occurring prior to such repeal or modification.
3. That the foregoing amendment was duly adopted in accordance with the
provisions of Sections 242 and 228 (by the written consent of the sole
shareholder) of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, North American Security Life Insurance Company has
caused this Certificate to be executed by James D. Gallagher, Vice President,
General Counsel and Secretary, on this 27th day of December 1994.
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
By: /s/ James D. Gallagher
-------------------------------------------
<PAGE> 1
CERTIFICATE OF CHANGE OF
REGISTERED AGENT AND
LOCATION OF REGISTERED OFFICE OF
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
North American Security Life Insurance Company, a corporation duly
organized and existing under the General Corporation Law of the State of
Delaware (the "Corporation"), does hereby certify that:
1. The Directors of this Corporation, in accordance with Sections 133
and 141 of the General Corporation Law of the State of Delaware, have resolved
to change the registered agent and the registered office of the Corporation in
the State of Delaware.
2. The registered office of the Corporation in the State of Delaware
shall be changed to and be One Rodney Square, 10th Floor, Tenth and King
Streets, City of Wilmington, County of New Castle, 19801. The registered agent
at such address shall be RL & F Service Corp.
IN WITNESS WHEREOF, North American Security Life Insurance Company has
caused this Certificate to be executed and acknowledged by its authorized
officer on this 3rd day of July, 1997.
/s/ James D. Gallagher
-------------------------------------------
James D. Gallagher
Vice President, Secretary & General Counsel
<PAGE> 1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
North American Security Life Insurance Company (the "Company"), duly
organized and existing under the General Corporation Law of the State of
Delaware, does hereby certify that:
1. That on the 28th day of March 1997, the Board of Directors of the
Company duly adopted by its written consent, pursuant to Section 141(f) of the
General Corporation Law of the State of Delaware, a resolution setting forth a
proposed amendment to the Certificate of Incorporation of the Company as
follows:
RESOLVED, that Article One of the Certificate of Incorporation of the
Company be amended by changing the name of the Company from North American
Security Life Insurance Company to The Manufacturers Life Insurance Company
of North America, and it is
FURTHER RESOLVED, that the change of the Company's name be recommended to
the sole stockholder of the Company, and it is
FURTHER RESOLVED, that any one of the President or the Vice President,
Secretary and General Counsel are hereby authorized to do all things and
take all actions to effect the change of name, and it is
FURTHER RESOLVED, that the change of the Company's name will be effective
upon approval of the Delaware Department of Insurance and any other
regulatory agencies needed to approve such change.
2. That on the 28th day of March 1997, pursuant to the resolution of the
Board of Directors, the sole stockholder of the Company duly adopted by its
written consent, pursuant to Section 228 of the General Corporation Law of the
State of Delaware, a resolution in favor of the amendment.
<PAGE> 2
3. That the Certificate of Incorporation of the Company is hereby amended
by deleting Article FIRST in its entirety and inserting the following in lieu
thereof:
FIRST: The name of the Company is:
The Manufacturers Life Insurance Company of North America.
4. That the foregoing amendment has been duly adopted in accordance with
the provisions of Sections 242 and 228 (by the written consent of the sole
stockholder) of the General Corporation Law of the State of Delaware.
5. That the foregoing amendment shall be effective at 12:01 a.m. Eastern
Standard Time on October 1, 1997.
IN WITNESS WHEREOF, North American Security Life Insurance Company has
caused this Certificate to be executed by James D. Gallagher, Vice President,
Secretary and General Counsel.
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
By /s/ James D. Gallagher
-------------------------------------------
James D. Gallagher
Vice President, Secretary & General Counsel
<PAGE> 1
AMENDED AND RESTATED
BY-LAWS
of
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
ARTICLE I
MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders shall be held each year at such time and
on such date as the Board, the Chairman or the President may from time to time
determine.
Written notice of the Annual Meeting shall be given at least ten days prior
to the date of such meeting to each stockholder whose name shall be registered
as such upon the books of the Company, and such notice shall state the place,
date and hour of the Meeting.
Special meetings of the stockholders may be called on the order of the
Chairman, the President or a majority of the Board of Directors. Such call shall
be made by a written notice given at least ten days prior to the date of such
meeting to each stockholder whose name shall be registered as such upon the
books of the Company, and such call shall state the place, date and hour of the
meeting, and the general nature of the business proposed to be transacted
thereat; and no other business shall be transacted at such meeting.
Annual and special meetings of stockholders shall be held at such places,
within or without the United States, as may from time to time be designated by
the Board of Directors and stated in the notice of meeting.
The attendance in person or by proxy of a majority in interest of all
stockholders entitled to vote at any meeting, whether annual or special, shall
be necessary to constitute a quorum at such meeting, and each stockholder shall
be entitled, either in person or by proxy at any such meeting, to as many votes
as he owns shares of stock in the Company, upon all matters that come properly
before the meeting.
Unless otherwise provided in the certificate of incorporation, any action
required to be taken at any annual or special meeting of stockholders of the
Company, or any action which may be taken at any annual or special meeting of
such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing setting forth the action so taken, shall
be signed by the 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 thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.
Whenever, under the provision of these By-Laws, notice is required to be
given to any stockholder, such provision shall not be construed to require
personal notice; but the notice may be given by facsimile or by mail, to such
stockholder, at such address as he or she may have registered with the Secretary
of the Company or, in default of such registered address, then at his or her
last known place of residence or business. Such notice shall be deemed to be
given at the time when the same shall be sent via facsimile or mail.
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Any stockholder may, at any time, waive any notice required to be given
under the By-Laws or otherwise, either before or after the meeting or action
with respect to which notice is waived.
ARTICLE II
ELECTION OF DIRECTORS
The stockholders at their annual meeting shall elect such number of
directors, not less than three nor more than ten, as shall be determined by
resolution of the Board of Directors and specified in the notice of meeting, and
such Directors shall hold office until the next annual meeting of the
stockholders and until others are duly chosen and qualified in their stead.
To be eligible for election as a Director of the Company, a person must be
less than 72 years of age and of sound mental health. Directors need not be
stockholders.
If election of Directors is not held at the annual meeting of stockholders,
the Directors shall cause the election to be held at a special meeting of
stockholders as soon thereafter as conveniently may be.
The number of Directors may be increased at any time and from time to time
by amendment of the By-Laws or by resolution of the Board of Directors. The
number of Directors may be decreased at any time and from time to time (but
never to a smaller number than three) by amendment of the By-Laws or by
resolution of the Directors. Any directorship to be filled by reason of an
increase in the number of Directors shall be filled by election at any annual or
at a special meeting of stockholders called for that purpose or by resolution of
the Board of Directors. A Director elected by the Board to fill any such
directorship shall hold office until the next succeeding annual meeting of
stockholders and until his or her successor has been elected and qualified.
Any vacancy occurring through death, resignation, disqualification or
otherwise, among the Directors of the Company, may be filled by the vote of a
majority of the Directors in office. A Director elected by the Board to fill any
such directorship shall hold office until the next succeeding annual meeting of
stockholders and until his or her successor has been elected and qualified.
A Director of the Company may resign his or her office at any time by
delivering his or her resignation in writing to the Company, and the acceptance
of such resignation, unless required by the terms thereof, shall not be
necessary to make such resignation effective.
Any or all of the Directors may be removed by the stockholders for cause or
without cause.
ARTICLE III
POWERS OF THE DIRECTORS
The Board of Directors shall manage the business and affairs of the Company
and, in addition to the powers and authority expressly conferred upon them by
the By-Laws, may exercise all such powers and do all such
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things as may be exercised or done by the Company subject, nevertheless, to the
provisions of the applicable statutes, of the company's Articles of
Incorporation, and of the By-Laws.
ARTICLE IV
MEETINGS OF DIRECTORS
The Board of Directors shall hold meetings at such places, within or
without the United States, and at such time and on such date as the Chairman,
the President or any two Directors may request. The Secretary shall give notice
of each meeting of the Board by mailing the same at least five days before the
meeting or by telephoning or faxing the same at least one day before the meeting
to each Director.
Whenever, under the provision of these By-Laws, notice is required to be
given to any Director, such provision shall not be construed to require personal
notice; but the notice may be given by facsimile or by mail, to such Director,
at such address as he or she may have registered with the Secretary of the
Company or, in default of such registered address, then at his or her last known
place of residence or business. Such notice shall be deemed to be given at the
time when the same shall be sent via facsimile or mail.
Any Director may at any time waive any notice required to be given under
the By-Laws or otherwise, either before or after the meeting or action with
respect to which notice is waived. Attendance of a Director at a meeting shall
constitute waiver of notice of the meeting, except when the Director attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.
The attendance of a majority of the Board of Directors shall be necessary
to constitute a quorum for the transaction of business; but a smaller number may
meet and adjourn. When a vacancy or vacancies prevents a majority of the whole
Board constituting a quorum, then a majority of the Directors in office shall
constitute a quorum, provided that such majority shall constitute at least
one-third (1/3) of the whole Board.
Any Director may participate in a meeting of the Board by means of a
conference telephone or similar communications equipment by means of which all
Directors participating in the meeting can hear each other, and such
participation in a meeting of the Board shall constitute presence in person at
such meeting.
Unless otherwise restricted by the certificate of incorporation or these
By-Laws, 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 or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.
ARTICLE V
STANDING COMMITTEES
Section 1. The Board may appoint a Investment Committee. If appointed, the
Investment Committee shall consist of two or more Directors, to be appointed
annually by the Board of Directors who shall appoint one of the members of such
Committee as Chairman.
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If appointed, the Investment Committee shall have authority to direct and
control the investment of funds and the purchase and sale of securities by the
Company. A majority of the members of such Committee shall constitute a quorum.
The Investment Committee, or a quorum thereof, may act from time to time on the
basis of written approval without a formal meeting. Regular meetings of the
Committee shall be held quarterly at dates set by vote of the Committee. Special
meetings may be called at any time at the request of any member.
Section 2. The Board of Directors may appoint other committees which shall
have such powers and perform such duties as from time to time may be prescribed
by a majority of the Board. The Board shall have the power at any time to
establish, fill vacancies in, to change the membership of, or to dissolve any
committee. Action taken by any committee shall be reported at the meeting of the
Board next succeeding such action.
ARTICLE VI
OFFICERS
Section 1. Executive Officers. The Board of Directors will elect or appoint
a President, one or more Vice Presidents, a Treasurer and a Secretary. The Board
of Directors may also elect a Chairman of the Board, a Vice Chairman and may
designate Vice Presidents as Executive or Senior Vice Presidents, and may elect
from time to time such other officers as it considers necessary, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine. Any person may hold two but no
more than two offices, provided the same individual shall not hold the office of
Treasurer and Controller. The Chairman, the Vice Chairman, if any, and the
President shall be chosen from among the Directors.
Section 2. Administrative Officers. The administrative officers of the
Company shall be a Chief Actuary, a Controller and a General Counsel, who shall
be appointed by the President and hold office for a period of time as prescribed
by the President. Additional administrative officers may be designated and
appointed by the President and the authorities and duties of all administrative
officers shall be generally designated by the President.
Section 3. Term of Office. The executive officers shall be chosen annually
by the Board of Directors at the first meeting of the Board following the
stockholders' annual meeting, or as soon thereafter as is conveniently possible.
Additional executive officers may be elected from time to time. Unless otherwise
provided in the resolution of election or appointment, the term of office of all
executive officers shall be for one year and until their respective successors
are duly chosen and qualified, but any executive officer may be removed, with or
without cause, at any time by the Board of Directors.
Section 4. Salaries. The salaries of the executive officers of the Company
shall be fixed by the Board of Directors.
Section 5. Duties and Responsibilities.
(a) The Chairman shall be jointly responsible with the President for
the establishment of corporate policies. Except where, by law, the signature of
the President is required, the Chairman shall possess the same power as the
President to sign all certificates, contracts and other instruments of the
Company which may be authorized by the Board of Directors.
(b) The Vice Chairman, if any, shall have such powers and perform such
duties as the Chairman may delegate to him or her.
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(c) The President shall have such powers and perform such duties as
the Board of Directors and the Chairman may delegate to him or her. In the
absence of the Chairman, the President shall exercise the functions and duties
of the Chairman.
(d) Each Vice President shall have such powers and perform such duties
as the Board of Directors, the Chairman or the President may from time to time
prescribe. The Vice Presidents in the order of priority designated by the
Chairman, the President or the Board of Directors, shall exercise the functions
of the President in his or her absence. If no priority is designated, then by
order of election.
(e) The Treasurer shall have the custody and care of all the funds and
securities of the Company, and shall deposit all funds to the credit of the
Company in such institution or institutions as the Board of Directors may
designate; he or she or an Assistant Treasurer or such other officer or officers
or appointee or appointees as may be authorized by the Board of Directors shall
endorse all instruments or documents requiring endorsement for or on behalf of
the Company; he or she shall perform all acts incident to the position of
Treasurer, subject to the control of the Board; he or she shall have such other
powers and perform such other duties as the Board of Directors, the Chairman or
the President may from time to time prescribe.
(f) The Secretary shall keep the minutes of all meetings of the Board
of Directors and of the Stockholders and shall attend to the giving of proper
notices to Directors and stockholders; he or she or an Assistant Secretary or
such other officer or officers or appointee or appointees as authorized by the
Board of Directors may sign, with the President, all authorized contracts,
instruments or documents in the name of the Company; he or she shall be the
custodian of the seal of the Company and shall attest such seal when required;
he or she shall perform all the duties incident to the office of Secretary,
subject to the control of the Board of Directors; he or she shall have custody
of the stock registers and transfer books of the Company; he or she shall have
such other powers and perform such other duties as the Board of Directors, the
Chairman or the President may from time to time prescribe or as may be
prescribed by these By-Laws.
(g) The Chairman, or the Vice Chairman, if any, or the President or
any Vice President, jointly with the Secretary, shall have power and is hereby
authorized to do all acts and things necessary to comply with the laws of any
state, territory, foreign government or other jurisdiction to secure the right
of the Company to do or continue the business of insurance in such jurisdiction,
and to act in the name of the Company to appoint from time to time such person
or persons as may be necessary and under such terms and conditions as may be
necessary, as the true and lawful attorney or attorneys of the Company in and
for such jurisdiction upon whom all lawful processes of any description in any
suit, action or proceeding against the Company may be served in like manner and
with the same effect as if served upon the Company and as if the Company were
organized under the laws of the jurisdiction for which such attorney or
attorneys are appointed; and the Company hereby empowers and authorizes said
officers for it and its name to agree that any lawful process against the
Company which may be served on its attorneys so appointed shall be of the same
legal force, effect and validity as if served on the Company.
(h) In case of the absence or disability of any officer of the Company
and of any persons hereby authorized to act in his or her place during such
period of absence or disability, the Board of Directors may from time to time
delegate the powers and duties of such officer to any other officer, or any
Director, or any other person whom it may select.
Section 6. Bonding of Officers. All officers shall be bonded under a
blanket bond, upon undertaking the duties of their respective offices, with a
surety company authorized to transact business in the state of Delaware, as
surety, and in such sum as may be specified by resolution of the Board of
Directors, conditioned for the faithful
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discharge of their duties. The Board of Directors may at any time, by
resolution, increase or decrease the amount of bond as hereinabove provided.
Section 7. Deaths, Resignations and Vacancies. An officer of the Company
may resign his or her office at any time by delivering his or her resignation in
writing to the Company, and the acceptance of such resignation, unless required
by the terms thereof, shall not be necessary to make such resignation effective.
Any vacancy occurring through death, resignation, disqualification or
otherwise, among the Executive Officers of the Company, may be filled by the
vote of a majority of the Directors in office. Any person so chosen shall hold
office until the annual election of executive officers at the first meeting of
the Board of Directors following the stockholders' annual meeting, or as soon
thereafter as is conveniently possible.
ARTICLE VII
OFFICES
The Company may have offices and transact business at such other place than
its registered office in the State of Delaware as from time to time the business
of the Company may require.
ARTICLE VIII
INVESTMENTS AND MONEYS
Investment of the funds of the Company and the purchase and sale of
securities by the Company shall be made only as authorized or approved by the
Board of Directors or the Investment Committee or by some other committee
appointed by the Board of Directors and charged with the duty of supervising or
making such investments, purchases or sales. All investments requiring
registration shall be registered in the name of the Company except in such cases
as the Board of Directors or the Investment Committee may specially direct
otherwise.
Securities representing the invested funds of the Company shall be placed
for safekeeping in safe deposit vaults in the name of the Company, or pursuant
to a custodian account, in such Banks, Trust or Safe Deposit Companies as shall
be approved by the Board of Directors. Access to the vaults shall be in
accordance with procedures approved by resolution of the Board of Directors and
such resolution shall be effective upon a copy thereof being provided to the
Bank, Trust or Safe Deposit Company in which the securities are held. In the
event that the Board of Directors shall determine to establish a custodian
account with a Bank or Trust Company and shall provide that all or any part of
the securities now or hereafter representing the invested funds of the Company
shall be delivered to such Bank or Trust Company approved by the Board of
Directors; then, and in that event, such Bank or Trust Company shall hold such
securities so delivered in the custodian account in accordance with the
procedure and under the authority of the resolution approved by the Board of
Directors.
Any two of the following: the Chairman, Vice Chairman, if any, President,
or any Vice President acting jointly, or any one of them acting jointly with any
Vice President or the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer is authorized and empowered to sell, assign, exchange and
transfer any and all
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shares of stock, bonds and other securities owned by or standing in the name of
the Company, and to make, execute and deliver in the name and as the act of the
Company under its corporate seal any and all instruments in writing necessary or
proper to carry such sales, assignments, exchanges and transfers into effect,
but the Board of Directors or the Investment Committee may from time to time
adopt resolutions authorizing other methods for accomplishing same.
The Chairman, or the Vice Chairman, if any, or the President or any Vice
President or the Treasurer shall have authority to vote in person or by proxy
any of the stock of any other company in which the Company may hold and to
execute any and all consents or other documents relating to such stocks.
Moneys received by the Company may be deposited to its credit in such Trust
Companies or Banks as the Board of Directors may designate and checks thereon
shall be signed by two officers, one of whom shall be the Chairman or the Vice
Chairman, if any, or the President or Vice President; but the Board of Directors
may from time to time adopt resolutions authorizing other methods for drawing
checks, including the use of facsimile signatures, and such resolutions shall be
effective upon a copy thereof being provided to the Trust Company or Bank upon
which the check is drawn.
ARTICLE IX
FISCAL YEAR
Except as from time to time otherwise provided by the Board of Directors,
the fiscal year of the Company shall be the calendar year.
ARTICLE X
DIVIDENDS
Dividends may be declared and paid at such times as may be determined by
the Board of Directors.
Before declaring payment of any dividends or making any other distribution
of the surplus or profits of the Company, the Directors of the Company may,
according to their discretion, set aside such sum or sums as they think proper
as a reserve fund to meet contingencies or to meet the statutory requirements of
any State or country in which they may be transacting business, or for
equalizing dividends, or for any other purpose which they shall think conducive
to the interest of the Company.
ARTICLE XI
STOCK CERTIFICATES, TRANSFER AND RECORD DATES
All certificates of stock of the Company shall be signed by the Chairman or
the Vice Chairman, if any, or the President or a Vice President and by the
Secretary or an Assistant Secretary.
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ARTICLE XII
EMERGENCY AUTHORITY
The Board of Directors, by resolution adopted by a majority of the whole
Board, may make advance provision for the continuity and authority of the
Company's management in the event of a major catastrophe or force majeure
resulting in the loss or unavailability of members of the Board of Directors,
whether by death, incapacity, isolation or otherwise, or in loss or
unavailability of officers of the Company, and, in the event of such major
catastrophe, the terms of any such resolution shall have the same effect as if
included in these By-Laws and shall supersede the terms of these By-Laws to the
extent that they may be inconsistent therewith.
ARTICLE XIII
COMPENSATION OF DIRECTORS, ETC.
The Directors shall receive such compensation for their services as
Directors as may be prescribed by the Board of Directors and shall be reimbursed
by the Company for ordinary and reasonable expenses incurred in the performance
of their duty.
Each member of the Investment or other committees, if any, and each
alternate member thereof, if any, shall receive such compensation as may be
deemed just and reasonable by a majority of the Board of Directors, which may be
a fee for attendance at meetings or on an annual basis. No officers of the
Company, however, shall be eligible to receive compensation for serving on any
of the foregoing committees.
ARTICLE XIV
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each Director or officer, whether or not then in office, shall be
indemnified by the Company against all costs and expenses reasonably incurred by
or imposed upon him or her, including legal fees, in connection with or
resulting from any claim, action, suit or proceeding, whether civil, criminal or
administrative, in which he or she may become involved as a party or otherwise,
by reason of his or her being or having been a Director or officer of the
Company.
(1) Indemnity will not be granted to any Director or officer with respect
to any claim, action, suit or proceeding which shall be brought against such
Director or officer by or in the right of the Company, and
(2) Indemnification for amounts paid and expenses incurred in settling such
action, claim, suit or proceeding, will not be granted, until
it shall be determined by a disinterested majority of the Board of Directors or
by a majority of any disinterested committee or group of persons to whom the
question may be referred by the Board, that said Director or officer did
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indeed act in good faith and in a manner he or she reasonably believed to be in,
or not adverse, to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonably cause to believe that his or
her conduct was legal, and that the payment of such costs, expenses, penalties
or fines is in the interest of the Company, and not contrary to public policy or
other provisions of law.
The termination of any action, suit or proceeding by judgement, order,
settlement, conviction or upon a plea of nolo contendre or its equivalent, shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he or she reasonably believed to be in, or not adverse, to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
Indemnification shall be made by the corporation upon determination by a
disinterested majority of the Board of Directors or of a majority of any
disinterested committee or group or persons to whom the question may be referred
to by said Board, that the person did indeed act in good faith and in a manner
he or she reasonably believed to be in, or not adverse, to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had
reasonably cause to believe that his or her conduct was legal.
The foregoing right to indemnity shall not be exclusive of any other rights
to which such Director or officer may be entitled as a matter of law.
The foregoing right to indemnity shall also extend to the estate of any
deceased Director or officer with respect to any such claim, action, suit or
proceeding in which such Director or officer or his or her estate may become
involved by reason of his or her having been a Director or officer of the
Company, and subject to the same conditions outlined above.
ARTICLE XV
BY-LAWS
These By-Laws or any articles thereof may be altered, amended or repealed
or further By-Laws may be adopted by a vote of a majority of the Directors then
in office at any regular or special meeting of the Board of Directors, or by
written consent, provided five days' notice in writing shall be given to each of
the Directors of the proposed alteration, amendment or repeal of an existing
By-Law or the proposed adoption of a new By-Law. Any By-Law made by the
Directors under this Article may be altered, amended or repealed by the
stockholders.
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THE MANUFACTURERS LIFE INSURANCE COMPANY
OF NORTH AMERICA
116 Huntington Avenue
Boston, MA 02116
CHANGE OF NAME ENDORSEMENT
This endorsement attaches to and forms part of the Contract or Certificate to
which it is attached.
Whenever in the said Contract or Certificate the name North American
Security Life Insurance Company is used, the name The Manufacturers Life
Insurance Company of North America is hereby substituted.
If applicable, whenever in the said Contract or Certificate the name NASL
Series Trust is used, the name Manufacturers Investment Trust is hereby
substituted.
If applicable, whenever in the said Contract or Certificate the name NASL
Variable Account is used, the name The Manufacturers Life Insurance Company of
North America Separate Account A is hereby substituted.
If applicable, whenever in the said Contract or Certificate the name NASL
Variable Life Variable Account is used, the name The Manufacturers Life
Insurance Company of North America Separate Account B is hereby substituted.
If applicable, whenever in the said Contract or Certificate the name NASL
Group Variable Account is used, the name The Manufacturers Life Insurance
Company of North America Separate Account C is hereby substituted.
If applicable, whenever in the said Contract or Certificate the name NASL
Fixed Account is used, the name The Manufacturers Life Insurance Company of
North America Separate Account D is hereby substituted.
In Witness Whereof, The Manufacturers Life Insurance Company of North
America has, by its President, executed this Change of Name Endorsement as of
the 1st day of October, 1997.
By:
/s/ John DesPrez III
President
<PAGE> 1
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
POWER OF ATTORNEY
I, David Libbey, Vice President, Finance of The Manufacturers Life
Insurance Company of North America (the "Company") do hereby constitute and
appoint John D. DesPrez III, James. D. Gallagher, Richard C. Hirtle, Hugh
McHaffie and John G. Vyrsen, or any one of them, my true and lawful attorneys to
sign or execute (i) registration statements and reports and other filings to be
filed with the Securities and Exchange Commission ("SEC") under the Securities
Act of 1933, as amended (the "1933 Act") and/or the Investment Company Act of
1940, as amended (the "1940 Act") and (ii) reports and other filings to be filed
with the SEC (or any other regulatory entity) pursuant to the Securities
Exchange Act of 1934 (the "1934 Act") and to do any and all acts and things and
to sign or execute any and all instruments for me, in my name, in the capacities
indicated below, which said attorney, may deem necessary or advisable to enable
the Company to comply with the 1933 Act, the 1940 Act and the 1934 Act, and any
rules, regulations and requirements of the SEC, in connection with such
registration statements, reports and filings made under the 1933 Act, the 1940
Act and the 1934 Act, including specifically, but without limitation, power and
authority to sign or execute for me, in my name, and in the capacities indicated
below, (i) any and all amendments (including post-effective amendments) to such
registration statements and (ii) Form 10-Ks and Form 10-Qs filed under the 1934
Act; and I do hereby ratify and confirm all that the said attorneys, or any of
them, shall do or cause to be done by virtue of this power of attorney.
Dated as of this 1st day of September, 1997.
Signature Title
- --------- -----
/s/ David Libbey
- ------------------------ Vice President, Finance
David Libbey (Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATEMENTS
OF FINANCIAL POSITION STATEMENTS OF OPERATIONS AND UNASSIGNED DEFICIT AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 13,336,716
<DEBT-CARRYING-VALUE> 13,336,716
<DEBT-MARKET-VALUE> 13,568,000
<EQUITIES> 34,550,965
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 47,887,681
<CASH> 6,222,528
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 8,617,963,449
<POLICY-LOSSES> 0
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 5,675,123
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 163,911,732
0
0
<COMMON> 2,600,000
<OTHER-SE> 68,244,037
<TOTAL-LIABILITY-AND-EQUITY> 8,617,963,449
1,203,870,215
<INVESTMENT-INCOME> 4,069,336
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 0
<BENEFITS> 373,710,145
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 3,396,370
<INCOME-TAX> 225,841
<INCOME-CONTINUING> 3,170,529
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,170,529
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
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</TABLE>
