EXHIBIT 24(B)(6)(III)

                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 attached document is a true copy of a document
entitled "Action Taken by Unanimous Written Consent of Stockholders without
Meeting" that records an action taken by the written consent of the sole
stockholder of the Company on June 21st, 2004.

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
Assistant Secretary of the Company, this 6th day of August, 2004.

                                        THE MANUFACTURERS LIFE INSURANCE
                                        COMPANY (U.S.A.)


                                        By: /s/ Kwong L. Yiu
                                            ------------------------------------
                                            Assistant Secretary



                  JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

                             SECRETARY'S CERTIFICATE

I, KWONG L. YIU, Assistant Secretary of JOHN HANCOCK 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 a Resolution
adopted by the Company's Board of Directors at its meeting held on June 2nd,
2004, and that the same has not been amended or modified and remains in full
force and effect as of the date of this Certificate.

          Approval of Name Change

     RESOLVED, that subject to approval of the stockholder and the Michigan
     Office of Financial Insurance Services, the Articles of Redomestication of
     the Company be amended by changing the name of the Company from The
     Manufacturers Life Insurance Company (U.S.A.) to John Hancock Life
     Insurance Company (U.S.A.) and specifically, Article I of the Company's
     Articles of Redomestication (the "Articles") shall be amended to read in
     its entirety as follows:

     Article I

     "The name assumed by this corporation and by which it shall be known in law
is:

                  JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

     and its principal office for the transaction of business shall be in the
     City of Bloomfield Hills, State of Michigan."

     FURTHER RESOLVED, that the change of the Company's name shall take effect
     on the later of January 1, 2005 or the date approval of the revised
     Articles by the Michigan Office of Financial Insurance Services is
     received;

     FURTHER RESOLVED, that the change of the Company's name be recommended to
     the stockholder of the Company;

     FURTHER RESOLVED, that on such date the change of the Company's name shall
     take effect, Article I of the By-laws of the Company shall be deleted in
     its entirety and replaced with the following:

                                ARTICLE I - NAME

     This corporation shall be known as John Hancock Life Insurance Company
     (U.S.A.) (formerly The Manufacturers Life Insurance Company (U.S.A.)).

     FURTHER RESOLVED that if any state requires the re-appointment of the
     Commissioner of Insurance or any other public official as attorney to
     accept service of process for (Company name) that such official is hereby
     so appointed,

     FURTHER RESOLVED, that the President, the Chief Financial Officer, the
     Chief Administrative Officer, the General Counsel and Secretary, the
     Treasurer of the Company, or any one of them, be and hereby are, authorized
     and directed to file or caused to be filed with Michigan Office of
     Financial Insurance Services and any other official in the states in which
     the Company conducts business such Certificate of Amendment and any and all
     other documents including, but not limited, Application to amend the
     Company's Certificate of Authority, Consent to Service of Process,
     Appointment of Attorney to Accept Service of Process, and to take all such
     actions as he or she may deem necessary or appropriate to effectuate the
     change of the Company's name provided for in these resolutions.

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
Assistant Secretary of the Company, this 18th day of July 2005.

                                        JOHN HANCOCK LIFE INSURANCE
                                        COMPANY (U.S.A.)


                                        By: /s/ Kwong L. Yiu
                                            ------------------------------------
                                            Assistant Secretary