THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
SECRETARY'S CERTIFICATE
I, KWONG L. YIU, 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 the Resolution
adopted by the Company's Board of Directors at its meeting held on December 4th,
2001, and that the same has not been revoked or modified and remains in full
force and effect as of the date of this Certificate.
RESOLUTION TO ACCEPT TRANSFER MANAMERICA'S
SEPARATE ACCOUNTS ON TRANSFER OF BUSINESS
WHEREAS, to implement consolidation of the Company's U.S. subsidiaries, the
Board of Directors has, by resolution dated March 7, 2001, authorized the
Company to enter into an assumption reinsurance agreement (the "Agreement") for,
among other things, the transfer to the Company of all of the business of its
subsidiary, The Manufacturers Life Insurance Company of America ("ManAmerica")
(the "Transfer"); and
WHEREAS, ManAmerica has established and maintains the following separate
accounts (the "Separate Accounts") to fund various variable life insurance and
variable annuity contracts issued by ManAmerica (the "Contracts"):
a. The Manufacturers Life Insurance Company of America Separate Account One,
b. The Manufacturers Life Insurance Company of America Separate Account Two,
c. The Manufacturers Life Insurance Company of America Separate Account Three,
d. The Manufacturers Life Insurance Company of America Separate Account Four;
e. The Manufacturers Life Insurance Company of America Separate Account A;
WHEREAS, at the effective time of the Transfer (the "Effective Time") and
pursuant to agreement between the Company and ManAmerica: each Separate Account
will be transferred intact from ManAmerica to the Company; the Company will
replace ManAmerica as the depositor for the Separate Accounts, assume legal
ownership of all of the assets of the Separate Accounts and become responsible
for ManAmerica's liabilities and obligations with respect to the Contracts then
outstanding; and each contract owner of ManAmerica will become a contract owner
of the Company;
WHEREAS, after the Transfer, the Company intends to accept additional payments
under the Contracts outstanding at the Effective Time and to continue offering
new contracts through the Separate Accounts; and
WHEREAS, at the Effective Time, the Company will succeed as the issuer of fixed
annuity contracts which Man America had previously registered under the
Securities Act of 1933, as amended (the "1933 Act"), and for which Man America
maintains reserves in a non-unitized separate account; it is hereby
RESOLVED THAT:
1. At the Effective Time, the Company shall and hereby agrees to accept
the intact transfer to it of each Separate Account and, in that
connection, to succeed ManAmerica as depositor of each Separate
Account and as owner of the assets of each Separate Account, which
will be maintained intact and not combined with the assets of any
other separate account of the Company or any other entity in
connection with the Transfer;
2. At the Effective Time, the Separate Accounts shall be renamed as
follows:
a. The Manufacturers Life Insurance Company of America Separate
Account One shall be renamed The Manufacturers Life
Insurance Company (U.S.A.) Separate Account L,
b. The Manufacturers Life Insurance Company of America Separate
Account Two shall be renamed The Manufacturers Life
Insurance Company (U.S.A.) Separate Account M,
c. The Manufacturers Life Insurance Company of America Separate
Account Three shall be renamed The Manufacturers Life
Insurance Company (U.S.A.) Separate Account A, and
d. The Manufacturers Life Insurance Company of America Separate
Account Four shall be renamed The Manufacturers Life
Insurance Company (U.S.A.) Separate Account N,
e. The Manufacturers Life Insurance Company of America Separate
Account A shall be renamed The Manufacturers Life Insurance
Company (U.S.A.) Separate Account O,
provided, however, that the officers of the Company may, from time to
time, change the designation of each Separate Account to such other
designation(s) as they may deem necessary or appropriate;
3. The officers of the Company are hereby authorized and directed to take
all such actions as they may deem necessary or appropriate (i) to
amend the registration statement of each Separate Account as a unit
investment trust under the Investment Company Act of 1940, as amended
(the "1940 Act"), to cause the Company to succeed as the depositor of
each Separate Account and (ii) to effect the transfer of the Separate
Accounts and ManAmerica's non-unitized separate account to the Company
in accordance with the terms and conditions of the Company's June 22,
2001 no-action request to the Securities and Exchange Commission
("SEC"), (attached hereto as Schedule A) as such terms and
conditions may be amended or supplemented in any amendment to that
request or any SEC Staff response thereto;
4. Premiums paid pursuant to the Contracts, including any new variable
contracts offered through the Separate Accounts, shall be allocated to
the various Separate Accounts and the sub-accounts thereof in
accordance with the terms of such contracts for the purpose of
providing benefits under the contracts.
5. Income, gains and losses, realized and unrealized, relating to each
Separate Account and each sub-account shall be credited or charged to
that Separate Account or sub-account without regard to the other gains
or losses of the Company;
6. Each Separate Account shall not be chargeable with liabilities arising
out of any other business of the Company and shall be held solely for
the contract owners with variable contracts funded in that Separate
Account to the extent provided in such contracts;
7. Each 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 funded in that Separate Account;
8. The officers of the Company are hereby authorized and directed to make
such application or applications for such exemptive or other orders
under the 1940 Act, relating to the Company, its separate accounts, or
the contracts funded in its separate accounts as they in their
judgment may determine to be necessary or desirable;
9. The officers of the Company are hereby authorized and directed to take
all such actions as they may deem necessary or appropriate to file or
cause to be filed with the SEC in accordance with the provisions of
the 1933 Act registration statements on behalf of the Company and the
Separate Accounts with respect to the Contracts and registration
statements on behalf of the Company with respect to fixed annuity
contracts;
10. James D. Gallagher, Secretary and General Counsel of the Company, be,
and he is hereby, constituted and appointed agent for service of
process for the Company to receive notices and communications from the
SEC with respect to such registration statements as may be filed on
behalf of the Company and the Separate Accounts with respect to the
Contracts and fixed annuity contracts and to exercise the powers given
to such agent in the rules and regulations of the SEC under the 1933
Act;
11. The officers of the Company be, and they hereby are, authorized and
directed 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 contracts by the Company; and
12. 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 and to enable the Company to maintain the
Separate Accounts and continue to issue variable contracts.
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
Secretary of the Company, this 12th day of December, 2001.
THE MANUFACTURERS LIFE INSURANCE
COMPANY (U.S.A.)
By: /s/ Kwong L. Yiu
________________________________________
Assistant Secretary