EXHIBIT 1(a)
The United States Life Insurance Company in the City of New York (USL)
Date: August 8, 1997
Subject: Registered Separate Account for Variable Life Insurance; Approval of
Purpose: USL management has decided to develop and market variable life
insurance products including but not limited to variable life
registered products. Accordingly, the Board of Directors will be
informed that it is necessary to establish a registered separate
account to facilitate the sale of these variable life registered
products. Therefore, the following resolutions will be presented for
adoption.
RESOLUTIONS FOR THE ESTABLISHMENT OF A
VARIABLE LIFE REGISTERED SEPARATE
ACCOUNT
WHEREAS, the management of USL has determined that USL shall take
the necessary steps to (i) develop a variable life insurance marketing
program, (ii) obtain variable life certificate of authority in every
state in which USL is authorized to transact business, and (iii)
enable USL to issue variable life contracts and certificates;
NOW THEREFORE BE IT RESOLVED, that USL, pursuant to the
provisions of New York Insurance Law (S) 4240, 11 NYCRR 50.3 and 11
NYCRR 54.3 , hereby establishes a variable life registered separate
account to be designated "The United States Life Insurance Company in
the City of New York Separate Account USL VL-R," (hereinafter "the
Separate Account") for the following use and purposes, and subject to
such conditions as hereinafter set forth; and
BE IT FURTHER RESOLVED, that the Separate Account is established
for the purpose of providing for the issuance by USL of such variable
life or such other contracts or certificates ("Contracts") as the
Chief Executive Officer or his designated representative may designate
for such purpose and shall constitute a Separate Account into which
are allocated amounts paid to or held by USL under such Contracts; and
BE IT FURTHER RESOLVED, that pursuant to the statutes referenced
above, (a) the income, gains and losses, whether or not realized, from
assets allocated to the Separate Account shall be credited to or
charged against the Separate Account, in accordance with the
Contracts, without regard to other income, gains, or losses
of USL, with assets attributable to the Contracts to be held and
applied exclusively for the benefit of the Contract owners; (b) the
value of the Contracts, or any portion thereof, or any unit of
interest or participation therein, shall vary according to the
investment experience of the Separate Account; (c) the assets of the
Separate Account shall be legally segregated from the general account
assets of USL, and USL shall maintain in the Separate Account assets
with a value at least equal to the greater of the valuation reserves
for the variable portion of the Contracts or the benefit base for such
policies and other Contract liabilities with respect to the Separate
Account; (d) that portion of such assets having a value equal to, or
approximately equal to, such reserves and Contract liabilities shall
not be chargeable with liabilities arising out of any other business
which USL may conduct; and (e) the assets of the Separate Account
shall be valued at least as often as variable benefits are determined
but in any event at least monthly; and
BE IT FURTHER RESOLVED, that the fundamental investment policy of
the Separate Account shall be to invest or reinvest the assets of the
Separate Account in securities issued by investment companies
registered under the Investment Company Act of 1940, as amended, as
USL designates pursuant to the provisions of the Contracts; and
BE IT FURTHER RESOLVED, that multiple investment divisions be,
and hereby are, established within the Separate Account to which net
payments under the Contracts will be allocated in accordance with
instructions received from Contract owners, and that the Chief
Executive Officer or his designated representative be, and hereby is,
subject to applicable state insurance regulatory approval, authorized
to increase or decrease the number of investment divisions in the
Separate Account as deemed necessary or appropriate; and
BE IT FURTHER RESOLVED, that each such investment division shall
invest only in the shares of a single mutual fund or a single mutual
fund portfolio of an investment Corporation organized as a series fund
pursuant to the Investment Company Act of 1940; and
BE IT FURTHER RESOLVED, that the Chief Executive Officer,
President and Treasurer be, and they hereby are, authorized, subject
to applicable state insurance regulatory approval, to deposit such
amount in the Separate Account or in each investment division
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thereof as may be necessary or appropriate to facilitate the
commencement of the Separate Account's operations; and
BE IT FURTHER RESOLVED, that the Chief Executive Officer of USL
or his designated representative be, and hereby is, authorized to
change the designation of the Separate Account to such other
designation as the Chief Executive Offer may deem necessary or
appropriate; and
BE IT FURTHER RESOLVED, that the appropriate officers of USL,
with such assistance from USL's auditors, legal counsel and
independent consultants or others as they may require, be, and they
hereby are, authorized and directed to take all action necessary to:
(i) register the Separate Account as a unit investment trust under the
Investment Company Act of 1940, as amended; (ii) register the
Contracts in such amounts, which may be an indefinite amount, as the
officers of USL shall from time to time deem appropriate under the
Securities Act of 1933; and (iii) take all other actions which are
necessary in connection with the offering of said Contracts for sale
and the operation of the Separate Account in order to comply with the
Investment Company Act of 1940, the Securities Exchange Act of 1934,
the Securities Act of 1933, and other applicable federal laws,
including the filings of any amendments to registration statements,
any undertakings, and any applications for exemptions from the
Investment Company Act of 1940 or other applicable federal laws as the
officers of USL shall deem necessary or appropriate; and
BE IT FURTHER RESOLVED, that the appropriate officers of USL be,
and they hereby are, authorized on behalf of the Separate Account and
on behalf of USL to take any and all action that they may deem
necessary or advisable in order to sell the Contracts, including any
registrations, filings and qualifications of USL, its officers, agents
and employees, and the entering into contracts under the insurance and
securities laws of any of the states of the United States of America
or other jurisdictions, and in connection therewith, to prepare,
execute, deliver and file all such applications, reports, covenants,
resolutions, applications for exemptions, consents to service of
process and other papers and instruments as may be required under such
laws, and to take any and all further action which said officers or
counsel of USL 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 said
officers or counsel deem them to be in the best interests of the
Separate Account and USL; and
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BE IT FURTHER RESOLVED, that the Chief Executive Officer of USL
or his designated representative be, and hereby is, authorized to
establish criteria by which USL shall institute procedures to provide
for a pass-through of voting rights to the owners of such Contracts as
required by the applicable laws with respect to securities owned by
the Separate Account; and
BE IT FURTHER RESOLVED, that the General Counsel for USL be, and
hereby is, authorized in the names of and on behalf of the Separate
Account and USL to execute and file irrevocable written consents on
the part of the Separate Account and of USL to be used in such states
wherein such consents to service of process may be requisite under the
laws therein in connection with said Contracts and to appoint the
appropriate state official, or such other person as may be allowed by
said laws, agent of the Separate Account and of USL for the purpose of
receiving and accepting process; and
BE IT FURTHER RESOLVED, that the Chief Executive Officer of USL
or his designated representative be, and hereby is, authorized,
subject to applicable state insurance regulatory approval, to execute
such agreement or agreements on such terms and subject to such
modifications as deemed necessary or appropriate (i) with a qualified
entity that will be appointed principal underwriter and distributor
for the Contracts, and (ii) with one or more qualified banks or other
qualified entities to provide administrative and/or custodial services
in connection with the establishment and maintenance of the Separate
Account and the design, issuance, and administration of the Contracts;
and
BE IT FURTHER RESOLVED, that the appropriate officers of USL are
hereby authorized to execute whatever agreement or agreements as may
be necessary or appropriate to enable such investments on behalf of
the Separate Account to be made; and
BE IT FURTHER RESOLVED, that the Chief Executive of USL or his
designated representative be, and hereby is, subject to applicable
state insurance regulatory approval, authorized to establish and
designate additional variable life registered separate accounts, in
accordance with the provisions (statutory and otherwise) set forth in
these resolutions, as the Chief Executive Officer of USL or his
designated representative may deem necessary or appropriate in order
to accommodate and provide for alternative investment strategies and
policies for variable life registered contracts or certificates that
cannot be accommodated by or provided for through Separate Account USL
VL-R; and
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BE IT FURTHER RESOLVED, that the appropriate officers of USL, and
each of them, are hereby authorized to execute and deliver all such
documents and papers and to do or cause to be done all such acts and
things as they may deem necessary or desirable to carry out the
foregoing resolutions and the intent and purposes thereof.
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