JOHN HANCOCK FUNDS III AMENDMENT TO ADVISORY AGREEMENT

XXXX XXXXXXX FUNDS III

AMENDMENT TO ADVISORY AGREEMENT

     AMENDMENT made this ______ day of ________________, 2010 to the Advisory Agreement dated July 1, 2009 (the “Agreement”), between Xxxx Xxxxxxx Funds III, a Massachusetts business trust (the “Trust”), and Xxxx Xxxxxxx Investment Management Services, LLC, a Delaware limited liability company. In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

     Appendix A of the Agreement, which relates to Section 4 of the Agreement, “Compensation of Adviser,” is hereby amended and restated to add the following series of the Trust, as shown in Appendix A hereto:

          Xxxx Xxxxxxx International Value Equity Fund

2. EFFECTIVE DATE

     This Amendment shall become effective as of date first mentioned above.

3. DEFINED TERMS

Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

4. OTHER TERMS OF THE AGREEMENT

     Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.

XXXX XXXXXXX FUNDS III,
on behalf of its series listed in Appendix A to this Amendment

By:

Xxxxx X. Xxxxxxxxx

President and Chief Executive Officer

XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC

By:

Xxxxxx X. Xxxxxx

Executive Vice President

APPENDIX A

First

Next

Excess over

$2.5 billion

$2.5 billion

$5 billion

Fund

of Net Assets

of Net Assets

of Net Assets

Xxxx Xxxxxxx Classic Value Mega Cap Fund

0.790

%

0.780

%

0.770

%

First

Next

Next

Next

Excess over

$500 million

$500 million

$500 million

$1 billion

$2.5 billion

of Net

of Net

of Net

of Net

of Net

Fund

Assets

Assets

Assets

Assets

Assets

Xxxx Xxxxxxx Disciplined Value Fund

0.750

%

0.725

%

0.700

%

0.675

%

0.650

%

First

Next

Next

Next

Excess over

$500 million

$500 million

$500 million

$1 billion

$2.5 billion

Fund

of Net Assets

of Net Assets

of Net Assets

of Net Assets

of Net Assets

Xxxx Xxxxxxx Disciplined Value Mid Cap Fund

0.800

%

0.775

%

0.750

%

0.725

%

0.700

%

First

Next

Excess over

$500 million

$500 million

$1 billion

Fund

of Net Assets

of Net Assets

of Net Assets

Xxxx Xxxxxxx Global Shareholder Yield Fund

0.875

%

0.850

%

0.800

%

First

Next

Next

Excess Over

$500 million

$500 million

$1.5 billion

$2.5 billion

Fund

of Net Assets

of Net Assets

of Net Assets

of Net Assets

Xxxx Xxxxxxx Growth Opportunities Fund

0.800

%

0.780

%

0.770

%

0.760

%

First

Next

Excess

$100

$900

Next

Next

Next

over

million

million

$1 billion

$1 billion

$1 billion

$4 billion

of

of

of

of

of

of

Aggregate

Aggregate

Aggregate

Aggregate

Aggregate

Aggregate

Fund

Net Assets

Net Assets

Net Assets

Net Assets

Net Assets

Net Assets

Xxxx Xxxxxxx International Core Fund1

0.920

%

0.895

%

0.880

%

0.850

%

0.825

%

0.800

%

¹ For purposes of determining Aggregate Net Assets, the net assets of: the International Core Fund, a series of Xxxx Xxxxxxx Funds III and the International Core Trust, a series of Xxxx Xxxxxxx Trust, are included.

First

Next

Excess

$100

$900

Next

Next

Next

over

million

million

$1 billion

$1 billion

$1 billion

$4 billion

of

of

of

of

of

of

Net

Net

Net

Net

Net

Net

Fund

Assets

Assets

Assets

Assets

Assets

Assets

Xxxx Xxxxxxx International Growth Fund

0.920

%

0.895

%

0.880

%

0.850

%

0.825

%

0.800

%

A-1

First

Next

Excess

$100

$900

Next

Next

Next

over

million

million

$1 billion

$1 billion

$1 billion

$4 billion

of

of

of

of

of

of

Net

Net

Net

Net

Net

Net

Fund

Assets

Assets

Assets

Assets

Assets

Assets

Xxxx Xxxxxxx International Value Equity Fund

0.900

%

0.875

%

0.850

%

0.825

%

0.800

%

0.775

%

First

Next

Over

$500 million

$500 million

$1 billion

Fund

of Net Assets

of Net Assets

of Net Assets

Xxxx Xxxxxxx Leveraged Companies Fund

0.750

%

0.725

%

0.700

%

First

Next

Over

$3 billion

$3 billion

$6 billion

of Aggregate

of Aggregate

of Aggregate

Fund

Net Assets

Net Assets

Net Assets

Xxxx Xxxxxxx Xxxxxxx Growth Fund1

0.750

%

0.725

%

0.700

%

¹ For purposes of determining Aggregate Net Assets, the net assets of the Growth Equity Trust, a series of Xxxx Xxxxxxx Trust, and the Xxxx Xxxxxxx Xxxxxxx Growth Fund, a series of Xxxx Xxxxxxx Funds III are included.

		First				Over
		$1 billion				$1 billion
Fund		of Net Assets				of Net Assets
Xxxx Xxxxxxx Small Cap Opportunities Fund			0.900	%			0.850	%

First

Next

Excess over

$500 million

$500 million

$1 billion

Fund

of Net Assets

of Net Assets

of Net Assets

Xxxx Xxxxxxx Small Company Fund

0.900

%

0.850

%

0.800

%

First

Next

Next

Next

Excess over

$500 million

$500 million

$1 billion

$1 billion

$3 billion

of Net

of Net

of Net

of Net

of Net

Fund

Assets

Assets

Assets

Assets

Assets

Xxxx Xxxxxxx U.S. Core Fund

0.780

%

0.760

%

0.750

%

0.740

%

0.720

%

First

Next

Next

Excess Over

$500 million

$500 million

$1.5 billion

$2.5 billion

Fund

of Net Assets

of Net Assets

of Net Assets

of Net Assets

Xxxx Xxxxxxx Value Opportunities Fund

0.800

%

0.780

%

0.770

%

0.760

%

A-2

Xxxx Xxxxxxx International Allocation Portfolio
(the “Fund”)

The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to the Fund, a fee as follows (the “Adviser Fee”).

The Adviser Fee has two components: (a) a fee on assets invested in funds of Xxxx Xxxxxxx Funds II and Xxxx Xxxxxxx Funds III (“Fund Assets”) and (b) a fee on assets not invested in Fund Assets (“Other Assets”).

The fee on Fund Assets is stated as an annual percentage of the current value of the net assets of the Fund determined in accordance with the following schedule and that rate is applied to the Fund Assets of the Fund.

Fee Table for Fund Assets

		First				Excess over
		$500 million				$500 million
		of Net Assets				of Net Assets
			0.050	%			0.040	%

The fee on Other Assets is stated as an annual percentage of the current value of the net assets of the Fund determined in accordance with the following schedule and that rate is applied to the Other Assets of the Fund.

Fee Table for Other Assets

		First				Excess over
		$500 million				$500 million
		of Net Assets				of Net Assets
			0.500	%			0.490	%

     For purposes of determining Net Assets of the Fund and calculating the fee on Fund Assets and the fee on Other Assets, the net assets of the Fund, the net assets of the Fund invested in Funds Assets and the net assets of the Fund invested in Other Assets are determined as of the close of business on the previous business day of the Trust.

     The fee on Fund Assets for the Fund shall be based on the applicable annual Fund Assets fee rate for the Fund which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the Fee Table for Funds Assets to the applicable portion of Net Assets of Fund divided by (ii) Net Assets of Fund (the “Applicable Annual Affiliated Funds Fee Rate”).

     The fee on Other Assets for the Fund shall be based on the applicable annual Other Assets fee rate for the Fund which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the Fee Table for Other Assets to the applicable portions of Net Assets of the Fund divided by (ii) Net Assets of the Fund (the “Applicable Annual Other Assets Fee Rate”).

A-3