Ex. 1(a)
ALEXANDER HAMILTON LIFE INSURANCE COMPANY
BOARD OF DIRECTORS' RESOLUTIONS
regarding the
ALEXANDER HAMILTON ANNUITY ACCOUNT
BE IT RESOLVED, That Alexander Hamilton Life Insurance Company (the "Company"),
pursuant to Michigan Laws Annotated ss.500.925.A, hereby establishes a separate
account, designated "Alexander Hamilton Annuity Account" (hereinafter "Annuity
Account"), for the following use and purposes, and subject to such conditions as
hereinafter set forth; and FURTHER RESOLVED:
1. That the Annuity Account is established for the purpose of providing for the
issuance by the Company of certain variable annuity contracts ("Contracts"), and
shall constitute a funding medium to support reserves under such Contracts
issued by the Company; and
2. That the assets of the Annuity Account shall be derived from (a) proceeds
from the sale of premium from the Contracts, (b) funds corresponding to dividend
accumulation with respect to investment of such assets, and (c) advances made by
the Company or others in connection with operation of the Annuity Account; and
3. That the Company shall maintain in the Annuity Account assets having a value
equal to the reserves and other reasonable liabilities and obligations with
respect to the Account; and
4. That the Annuity Account shall not be charged with liabilities arising out of
other separate accounts or of other business of the Company unless the
liabilities have a specific determinable relation to or dependence upon the
Annuity Account; and
5. That the income, if any, and gains or losses, realized or unrealized, from
assets allocated to the Annuity 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
6. That the Annuity Account shall be divided into investment subaccounts, each
investment subaccount in the Annuity Account shall invest in the shares of a
designated mutual fund portfolio or other appropriate securities, and net
premiums under the Contracts shall be allocated to the investment subaccounts in
accordance with instructions received from owners of the Contracts; and
7. That the President, any Executive Vice President, any Senior Vice President,
any Vice President and the Treasurer, or the Secretary of the Company (the
"Officers"), and each of them, with full power to act without the others, be,
and they hereby are, severally authorized to invest such amount or amounts of
the Company's cash in the Annuity Account or in any investment subaccount
thereof as may be deemed necessary or appropriate to facilitate the commencement
of the Account's operations and/or to meet any minimum capital requirements
under the Investment Company Act
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of 1940 (the "1940 Act"); and
8. That the Officers, and each of them, with full power to act without the
others, be, and they hereby are, severally authorized to transfer cash from time
to time between the Company's general account and the Annuity Account as deemed
necessary or appropriate and consistent with the terms of the Contracts; and
9. That the Officers of the Company be, and hereby are, severally authorized to
add or remove any investment subaccount of the Annuity Account or substitute one
designated mutual fund or other security for another as it may hereafter deem
necessary or appropriate;
10. That the Officers of the Company be, and they hereby are, severally
authorized to change the designation of the Annuity Account hereafter to such
other designation as may be deemed necessary or appropriate; and
11. That the Officers, and each of them, with full power to act without the
others, with such assistance from the Company'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 Annuity Account as a unit investment trust
under the 1940 Act; (b) register the Contracts or units of interest in the
Annuity Account 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 (the "1933 Act"); and (c) take all other actions which
are necessary in connection with the offering of the Contracts for sale and the
operation of the Annuity 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 amendments to registration statements, any
undertakings, and any applications for exemptions from the 1940 Act or other
applicable federal laws as the Officers shall deem necessary or appropriate; and
12. That the Officers, and each of them, with full power to act without the
others, hereby are severally authorized and empowered to prepare and execute any
necessary agreements to enable the Annuity Account to invest or reinvest its
assets in securities issued by mutual funds or in other appropriate securities
as such Officers may designate pursuant to the provisions of the Contracts; and
13. That the Officers, and each of them, with full power to act without the
others, hereby are severally authorized and empowered to prepare, execute and
cause to be filed with the Securities and Exchange Commission on behalf of the
Annuity Account, and by the Company as sponsor and depositor, a Notification of
Registration on Form N-8A, a registration statement registering the Account as
an investment company under the 1940 Act and the Contracts or units of interest
in the Annuity Account under the 1933 Act, any exemptive applications and any
and all amendments to the foregoing on behalf of the Annuity Account and the
Company and on behalf of an as attorneys-in-fact for the principal executive
officer and/or the principal financial officer and/or the principal account
officer and/or any other officer of the Company; and
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14. That Paul R. Shay, Senior Vice President and General Counsel, is 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
15. That the Officers, and each of them, will full power to act without the
others, hereby are severally authorized on behalf of the Annuity Account and on
behalf of the Company to take any and all action that each of them may deem
necessary or advisable in order to offer and sell the Contracts, including any
registrations, filings and qualifications both of the Company, it officers,
agents and employees, and of the Contracts, under the insurance and securities
laws of any of the states of the United States of American 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
such Officers of the Company 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 deem it to be
in the best interest of the Annuity Account and the Company; and
16. That the Officers, and each of them, with full power to act without the
others, be, and they hereby are, severally authorized in the names and on behalf
of the Annuity Account and the Company to execute and file irrevocable written
consents on the part of the Annuity 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 the registration or
qualification of the Contracts and to appoint the appropriate state official, or
such other person as may be allowed by insurance or securities laws, agent of
the Annuity Account and of the Company for the purpose of receiving and
accepting process; and
17. That the Officers, and each of them, with full power to act without the
others, be, and hereby are, severally authorized to establish procedures under
which the Company will provide voting rights for owners of the Contracts with
respect to securities owned by the Annuity Account; and
18. That the Officers, and each of them, with full power to act without the
others, be, and hereby are, severally 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.
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ACTION BY UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS OF ALEXANDER HAMILTON LIFE
INSURANCE COMPANY OF AMERICA
January 24, 1994
/s/ Kirk A. Anderson /s/ Glen E. Hobart
-------------------------- -------------------------------
Kirk A. Anderson Glen E. Hobart
/s/ Marvin L. Maynard
-------------------------- -------------------------------
Richard E. Beighton Marvin L. Maynard
/s/ Frederick L. Blackmon /s/ James T. Ponder
-------------------------- -------------------------------
Frederick L. Blackmon James T. Ponder
/s/ George A. Cooke
-------------------------- -------------------------------
George A. Cooke Joseph W. Saunders
/s/ Gary D. Gilmer /s/ Paul R. Shay
-------------------------- -------------------------------
Gary D. Gilmer Paul R. Shay
/s/ Richard H. Headlee /s/ Lawrence D. Taylor
-------------------------- -------------------------------
Richard H. Headlee Lawrence D. Taylor
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ACTION BY UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS OF ALEXANDER HAMILTON LIFE
INSURANCE COMPANY OF AMERICA
January 24, 1994
-------------------------- -------------------------------
Kirk A. Anderson Glen E. Hobart
/s/ Richard E. Beighton
-------------------------- -------------------------------
Richard E. Beighton Marvin L. Maynard
-------------------------- -------------------------------
Frederick L. Blackmon James T. Ponder
-------------------------- -------------------------------
George A. Cooke Joseph W. Saunders
-------------------------- -------------------------------
Gary D. Gilmer Richard E. Shaffer
-------------------------- -------------------------------
Richard H. Headlee Paul R. Shay
-------------------------------
Lawrence D. Taylor
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ACTION BY UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS OF ALEXANDER HAMILTON LIFE
INSURANCE COMPANY OF AMERICA
January 24, 1994
-------------------------- -------------------------------
Kirk A. Anderson Glen E. Hobart
-------------------------- -------------------------------
Richard E. Beighton Marvin L. Maynard
-------------------------- -------------------------------
Frederick L. Blackmon James T. Ponder
/s/ Joseph W. Saunders
-------------------------- -------------------------------
George A. Cooke Joseph W. Saunders
-------------------------- -------------------------------
Gary D. Gilmer Richard E. Shaffer
-------------------------- -------------------------------
Richard H. Headlee Paul R. Shay
-------------------------------
Lawrence D. Taylor
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