JOHN HANCOCK FUNDS III AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
XXXX XXXXXXX FUNDS III
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT made this _____day of _________________, 2008, to the Advisory Agreement dated
September 21, 2005, as amended, between Xxxx Xxxxxxx Funds III, a Massachusetts business trust (the
“Trust”), and Xxxx Xxxxxxx Investment Management Services, LLC, a Delaware limited liability
company (“JHIMS” or the “Adviser”). In consideration of the mutual covenants contained herein, the
parties agree as follows:
| 1. | CHANGE IN APPENDIX A |
Appendix A to this Agreement is revised to add the advisory fees of the following fund:
Xxxx Xxxxxxx Xxxxxxx Growth Fund
| 2. | EFFECTIVE DATE |
This Amendment shall become effective with respect to the fund set forth above (the “Fund”) on
the later of:
(i) the date of its execution, (ii) approval by the Board of Trustees of the Trust of this
Amendment, and (iii) if applicable, the date of the meeting of shareholders (or sole shareholder,
if applicable) of the Fund called for the purpose of voting on this Amendment, at which meeting
this Amendment shall have been approved by the vote of a majority of the outstanding voting
securities (as defined in the Investment Company Act of 1940, as amended) of the Fund.
| XXXX XXXXXXX FUNDS III |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC |
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| By: | ||||
| Name: | ||||
| Title: | ||||
APPENDIX A
Xxxx Xxxxxxx Xxxxxxx Growth Fund
| First | Next | Over | ||||
| $3 billion | $3 billion | $6 billion | ||||
| Portfolio | of Net Assets | of Net Assets | of Net Assets | |||
Xxxx Xxxxxxx Xxxxxxx Growth Fund
|
[ ]% | [ ]% | [ ]% |
The subadvisory fee for the Fund shall be paid daily to the Adviser. The daily fee will be
computed by multiplying the fraction of one over the number of calendar days in the year by the
applicable annual rate described in the preceding paragraph, and multiplying this product by the
net assets of the Fund as determined in accordance with the Trust’s prospectus and statement of
additional information as of the close of business on the previous business day on which the Trust
was open for business.
If, with respect to any Fund, this Agreement becomes effective or terminates, or if the manner
of determining the subadvisory fee changes, before the end of any month, the fee (if any) for the
period from the effective date to the end of such month or from the beginning of such month to the
date of termination or from the beginning of such month to the date such change, as the case may
be, shall be prorated according to the proportion which such period bears to the full month in
which such effectiveness or termination or change occurs.
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