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Exhibit (A) (i)
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
RECORD OF UNANIMOUS ACTION OF THE BOARD OF DIRECTORS
MARCH 17, 1987
We, the undersigned, being all the Directors of The Manufacturers Life
Insurance Company of America, a Pennsylvania Corporation (the "Company"), hereby
unanimously consent to the adoption of the following resolution as and for the
action of the Board of Directors taken in lieu of a meeting:
RESOLVED, That a Separate Account designated "separate Account Four"
be, and it is hereby established, in accordance with the provisions of
Section 406.2, Chapter 2, Title 31, of the Pennsylvania Code, for the
purpose of providing a funding medium to support reserves under
flexible premium variable life insurance policies as may be issued by
the Company and as the Officers may designate for such purpose. The
Officers may, from time to time, change the designation of "Separate
Account Four" to such other designation as they may deem necessary and
appropriate.
FURTHER RESOLVED, That the income, gains and losses (whether or not
realized) from assets allocated to Separate Account Four shall, in
accordance with any single premium variable life insurance policies
issued by the Company, be credited to or charged against such Separate
Account without regard to the other income gains or losses of the
Company.
FURTHER RESOLVED, That the fundamental investment policy of Separate
Account Four shall be to invest or reinvest the assets of Separate
Account Four in securities issued by an investment company or
investment companies registered under the Investment Company Act of
1940, as amended, as the Officers may designate pursuant to the
provisions of the single premium variable life insurance policies
issued by the Company.
FURTHER RESOLVED, That the Officers are hereby authorized and directed
to take all actions to register Separate Account Four as a unit
investment trust under the Investment Company Act of 1940, as amended,
and to take such related actions as they deem necessary and appropriate
to carry out the foregoing.
FURTHER RESOLVED, That the Officers are authorized to establish
criteria by which the Company shall institute procedures to provide for
a pass-through of voting rights to the owners of any flexible premium
variable life insurance policies issued by the Company as required by
applicable laws with respect to the shares of any investment companies
which are held in Separate Account Four.
FURTHER RESOLVED, That Stephen C. Nesbitt, Secretary and General
Counsel of this Company, be and is hereby constituted and appointed
agent for service of process for this Company to receive notices and
communications from the Securities and Exchange Commission with respect
to such registration statements as may be filed on behalf of the
Company concerning Separate Account Four and to exercise the powers
given to such
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agent in the rules and regulations of the Securities and Exchange
Commission under the Securities Act of 1933, as amended.
FURTHER RESOLVED, That the Officers be, and they are hereby authorized
to do or cause to be done all things necessary or desirable, as may be
advised by counsel to comply with , or obtain exemptions from, Federal
and State laws and regulations that may be applicable to the issuance
and sale of single premium variable life insurance by the Company.
FURTHER RESOLVED, That in order that a suitable custodian may be
designated to hold the assets allocated to Separate Account Four in
connection with the issuance of any single premium variable life
insurance policies by the Company, the Officers are authorized in their
discretion either to:
1. Enter into such agreements as may be necessary in order to
obtain regulatory approval for the Company or the Company's
parent, The Manufacturers Life Insurance Company, to serve as
custodian for the assets of Separate Account Four pursuant to
the Investment Company Act of 1940, as amended; or
2. Enter into an agreement with a banking institution, which the
Officers find to be suitable, whereby such bank will act as
custodian and depository for assets allocated to Separate
Account Four;
all of such terms are subject to the conditions as the officers deem
necessary or appropriate to effectuate the foregoing.
FURTHER RESOLVED, That the Officers are authorized to do all things as
they deem necessary and appropriate to carry out any of the foregoing
resolutions.
IN WITNESS WHEREOF, the undersigned, being all the Directors of The
Manufacturers Life Insurance Company of America have hereunto set our hands this
17th day of March, 1987.
/s/ FREDERICK A. SIMONS /s/ JACQUELINE B. DiGIOVANNI
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Frederick A. Simons Jacqueline B. Digiovanni
/s/ L. ELVON HARRIS /s/ JAMES D. GALLAGHER
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L. Elvon Harris James D. Gallagher
/s/ JOSEPH J. PIETROSKI /s/ STEPHEN C. NESBITT
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Joseph J. Pietroski Stephen C. Nesbitt