CERTIFICATE OF ASSISTANT CORPORATE SECRETARY
OF
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
The undersigned, being the duly elected Assistant Corporate Secretary of
American Skandia Life Assurance Corporation (the "Corporation"), does hereby
certify that the attached resolution, which was passed at the regular meeting of
the Board of Directors of the Corporation on October 31, 1996, is a true and
correct copy of the original as filed in the Corporate Record Book of the
Corporation and is currently in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this certificate this 17th day
of October, 1997.
/s/Kathleen A. Chapman
Kathleen A. Chapman
Assistant Corporate Secretary
SEAL OF
American Skandia Life
Assurance Corporation
Variable Life Resolution
ASLAC Board 10/31/96
RESOLVED, that the appropriate officers of the Corporation or its
successors and assigns, and each of them, with such assistance from the
Corporation's independent auditors, legal counsel, and independent
consultants or such others as they may require, be, and they hereby
are, severally authorized, empowered and directed to take any and all
action that is necessary or advisable to obtain a license to conduct
the variable life insurance business in the State of Connecticut and
such other jurisdictions as designated by the Chief Executive Officer,
President or any Executive Vice President of the Corporation or its
successors and assigns; and it is further
RESOLVED, that management of the Corporation or its successors and
assigns may in the exercise of their discretion cause to be established
one or more non-unitized separate accounts (the "Non-unitized Separate
Accounts"), designated by such name or number as selected by the Chief
Financial Officer of the Corporation, for the purposes set forth in the
following resolutions, and subject to the conditions hereinafter set
forth; and it is further
RESOLVED, that the Non-unitized Separate Accounts may be used to
allocate amounts required for market value adjusted and/or fixed type
investment options available under variable life insurance contracts
issued by the Corporation, as the Chief Executive Officer, President or
any Executive Vice President may designate; and it is further
RESOLVED, that the assets of the Non-unitized Separate Accounts,
insofar as permitted by applicable law, be maintained separate from the
assets of the Corporation or its successors and assigns, and that the
income, gains and losses, realized or unrealized, from assets allocated
to the non-unitized separate accounts shall, in accordance with the
Contracts, be credited to or charged against such Non-unitized Separate
Accounts without regard to other income, gains or losses of the
Corporation or its successors and assigns; and it is further
RESOLVED, that the Non-unitized Separate Accounts shall invest or
reinvest the assets of the Non-unitized Separate Accounts in accordance
with the Corporation's investment strategy, as approved from time to
time by the Investment Committee appointed by the Board of Directors of
the Corporation, subject to the limitations and qualifications of
applicable state law; and it is further
RESOLVED, that the Chief Executive Officer, President or any Executive
Vice President of the Corporation or its successors and assigns, and
each of them with full power to act without the others, be, and they
hereby are, severally authorized and empowered to change the
designation of the Non-unitized Separate Accounts to such other
designation(s) as he/she may deem necessary or appropriate in
furtherance of the goals of the Corporation or its successors and
assigns with respect to such variable life insurance; and it is further
RESOLVED, that management of the Corporation or its successors and
assigns shall cause to be established one or more separate accounts
designated "Separate Accounts" (the "Accounts"), designated by such
name or number as selected by the Chief Financial Officer of the
Corporation, for funding variable life insurance contracts, including
funding of reserves required for such contracts, subject to such
conditions as hereinafter set forth; and it is further
RESOLVED, that the Accounts may be used to fund reserves required for
such variable life insurance contracts ("Contracts") issued by the
Corporation or its successors and assigns, as the Chief Executive
Officer, President or any Executive Vice President, and each of them
with full power to act without the others, may designate for such
purpose; and it is further
RESOLVED, that the assets of the Accounts be maintained separate from
the assets of the Corporation or its successors and assigns, and that
the income, gains and losses, realized or unrealized, from assets
allocated to the separate accounts shall, in accordance with the
Contracts, be credited or charged against such Accounts without regard
to other income, gains or losses of the Corporation or its successors
and assigns; and it is further
RESOLVED, that the Accounts shall invest or reinvest the assets of the
Accounts, as required by law, whether in securities issued by
investment companies registered under the Investment Company Act of
1940, or as may be specified in the Contracts from time to time or in
other securities or investments; and it is further
RESOLVED, that the Chief Executive Officer, President or any Executive
Vice President of the Corporation or its successors and assigns, and
each of them with full power to act without the others, be, and they
hereby are, severally authorized and empowered to change the
designation of the Accounts to such other designation(s) as he/she may
deem necessary or appropriate in furtherance of the goals of the
Corporation or its successors and assigns with respect to such variable
life insurance; and it is further
RESOLVED, that the appropriate officer or officers of the Corporation
or its successors and assigns, with such assistance from the
Corporation's independent auditors, legal counsel, and independent
consultants, or such others as they may require, be, and they hereby
are, severally authorized, empowered and directed to the extent
required under applicable federal and state laws to take all action
necessary to: (a) register any such Account or Accounts as a unit
investment trust under the Investment Company Act of 1940, as amended;
(b) register the Contracts in such amounts, which may be an indefinite
amount, under the Securities Act of 1933 as the officers of the
Corporation or its successors and assigns shall from time to time deem
appropriate; and (c) take all other actions which are necessary or
desirable in connection with the offer and sale of said contracts and
the operation of the Accounts in order to comply with the Investment
Company Act of 1940, the Securities Exchange Act of 1934, the
Securities Act of 1933, to the extent any such Act or Acts are
applicable, and other applicable federal and state laws, including the
filing of any amendments to registration statements, any undertakings
and any applications for exemptions from the Investment Company Act of
1940 or other applicable federal and state laws as the Chief Executive
Officer, President or any Executive Vice President of the Corporation
or its successors and assigns shall deem necessary or appropriate; and
it is further
RESOLVED, that the Chief Executive Officer, President, any Executive
Vice President, Corporate Secretary and Assistant Corporate Secretary,
and each of them with full power to act without the others, be, and
they hereby are, severally authorized and empowered to the extent
required under federal law and in cooperation with legal counsel, to
prepare, execute and cause to be filed with the Securities and Exchange
Commission on behalf of the Accounts and the Corporation or its
successors and assigns as sponsor and depositor, a Registration
Statement registering any or all such Accounts as an investment company
under the Investment Company Act of 1940, and a Registration Statement
under the Securities Act of 1933 registering the Contracts, and any and
all amendments to the foregoing on behalf of the Accounts and the
Corporation or its successors and assigns and on behalf of and as
attorneys for the principal executive officer and/or principal
financial officer and/or the principal accounting officer and/or any
other officer of the Corporation or its successors and assigns; and it
is further
RESOLVED, that the appropriate officers of the Corporation or its
successors and assigns, may be severally appointed by the Chief
Executive Officer, President, or any Executive Vice President as
agent(s) for service under any such registration statements and are
duly authorized to receive communications and notices from the
Securities and Exchange Commission with respect thereto; and it is
further
RESOLVED, that the appropriate officers of the Corporation or its
successors and assigns, and each of them, be, and they hereby are,
severally authorized and empowered on behalf of the Accounts and the
Corporation or its successors and assigns to take any and all action
that they may deem necessary or advisable in order to offer or sell the
Contracts, including the registering, filing and qualifying of the
Corporation (or its successors and assign), the Corporation's officers,
agents and employees, and/or the Contracts under the applicable federal
laws, the applicable laws of any of the several states and the District
of Columbia or other jurisdictions, and in connection therewith to make
any filings, seek any interpretations or make other submissions that
such officer or officer deems necessary or advisable with regulatory
authorities having jurisdiction over the offer and sale of the
Contracts and to prepare, execute, deliver and file all requisite
documents, including but not limited to applications, reports,
covenants, resolutions, applications for exemptions, consents to
service of process, surety bonds, powers of attorney, irrevocable
consents and such other documents and instruments as may be required
under such laws, to pay all necessary fees and expenses, and to take
any and all further action which such officers of the Corporation or
its successors and assigns may deem necessary or advisable (including
entering into whatever agreements and contracts may be necessary) in
order to maintain any registrations and qualifications for as long as
such officers deem it to be in the best interests of the Accounts
and/or the Corporation or the Corporation's successors and assigns; and
it is further
RESOLVED, that the Chief Executive Officer, President, any Executive
Vice President, Corporate Secretary and Assistant Corporate Secretary,
and each of them with full power to act without the others, be, and
they hereby are, severally authorized and empowered in the names and on
behalf of the Accounts and/or the Corporation or its successors and
assigns, to the extent required by law, to execute and file irrevocable
written consents on behalf of the Accounts and the Corporation or its
successors and assigns to be used in such states wherein such consents
to service of process may be required under the applicable state laws
with such registration or qualification of Contracts and to appoint the
appropriate state official, or such other person as may be permitted by
such applicable laws, agent of the Accounts and of the Corporation or
its successors and assigns for the purpose of receiving and accepting
process; and it is further
RESOLVED, that the Chief Executive Officer, President, any Executive
Vice President, Corporate Secretary and Assistant Corporate Secretary,
and each of them with full power to act without the others, be, and
they hereby are, severally authorized and empowered to establish
procedures under which the Corporation or its successors and assigns
will provide voting rights for owners of such Contracts, to the extent
required by law, with respect to securities held in the Accounts; and
which in most cases are legally owned by the Corporation; and it is
further
RESOLVED, that the Chief Executive Officer, President or any Executive
Vice President, and each of them with full power to act without the
others, be, and hereby are, severally authorized and empowered to
execute any agreement or agreements with such corporation or other
entity as such officers deem necessary or appropriate, under which such
corporation or entity will be appointed as principal underwriter and
distributor for the Contracts, with such contracts to be executed as
such officers deem necessary or appropriate; and it is further
RESOLVED, that the Chief Executive Officer, President or any Executive
Vice President, and each of them with full power to act without the
others, be, and hereby are, severally authorized and empowered to
execute any agreement or agreements with such corporation or other
entity as such officers deem necessary or appropriate, under which such
corporation or entity will provide administrative services, whether a
third party administrator or otherwise, in connection with the
establishment and maintenance of the Account and the design, issuance
and administration of the Contracts, with such contracts to be executed
as such officers deem necessary or appropriate; and it is further
RESOLVED, that because the Corporation anticipates that the Account
will invest in securities issued by one or more investment companies,
the Chief Executive Officer, President or any Executive Vice President
of the Corporation or its successors and assigns, and each of them, be,
and they hereby are, severally authorized and empowered to execute such
agreement or agreements as are necessary or appropriate with the
manager, advisor, distributor or sponsor of such investment companies
to permit such investments; and it is further
RESOLVED, that Standards of Suitability and the Standard of Conduct, in
the form presented to this Meeting, be, and they hereby are, adopted
and approved; and it is further
RESOLVED, that the appropriate officers of the Corporation or its
successors and assigns, and each of them, be, and they hereby are,
severally authorized, empowered and instructed to take any and all such
action as may be necessary or advisable to amend the Corporation's
Certificate of Authority to obtain a license to conduct the variable
life insurance business in the State of Connecticut and such other
states or jurisdictions as designated by the Chief Executive Officer,
President or any Executive Vice President of the Corporation or its
successors and assigns; and it is further
RESOLVED, that the appropriate officers of the Corporation or its
successors and assigns, and each of them, be, and hereby are, severally
authorized and empowered to execute and deliver all such documents and
papers and to perform or cause to be performed all such acts and things
as he/she may deem necessary or appropriate to carry out the foregoing
resolutions and the intent and purposes thereof.