JOHN HANCOCK CAPITAL SERIES on behalf of John Hancock Classic Value Fund AMENDMENT TO INVESTMENT MANAGEMENT CONTRACT

XXXX XXXXXXX CAPITAL SERIES

on behalf of Xxxx Xxxxxxx Classic Value Fund

AMENDMENT TO INVESTMENT MANAGEMENT CONTRACT

AMENDMENT made this 1^st day of June, 2013 to the Investment Management Contract dated November 8, 2002, as amended (the “Agreement”), between Xxxx Xxxxxxx Capital Series, a Massachusetts business trust, on behalf of its series Xxxx Xxxxxxx Classic Value Fund (the “Fund”), and Xxxx Xxxxxxx Advisers, LLC, a Delaware limited liability company. In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN SECTION 4 - COMPENSATION OF THE ADVISER

Section 4 of the Agreement, “COMPENSATION OF THE ADVISER,” is hereby amended to reflect the following fee schedule for the Fund:

Fund		First $2.5 billion of Average Daily Net Assets				Next $2.5 billion of Average Daily Net Assets				Excess over $5 billion of Average Daily Net Assets
Xxxx Xxxxxxx Classic Value Fund			0.750	%			0.740	%			0.730	%

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.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

XXXX XXXXXXX CAPITAL SERIES
on behalf of Xxxx Xxxxxxx Classic Value Fund
By:	/s/ Xxxx XxXxxxxx
	Xxxx XxXxxxxx
	President
XXXX XXXXXXX ADVISERS, LLC
By:	/s/ Xxx Xxxxxxx
	Xxx Xxxxxxx
	Senior Vice President and Chief Investment Officer

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