JOHN HANCOCK FUNDS III AMENDMENT TO SUBADVISORY AGREEMENT
XXXX XXXXXXX FUNDS III
AMENDMENT TO SUBADVISORY AGREEMENT
AMENDMENT made as of this 1st day of January, 2010 to the Subadvisory Agreement
dated December 29, 2006, as amended (the “Agreement”), between Xxxx Xxxxxxx Investment Management
Services, LLC, a Delaware limited liability company (the “Adviser”), and MFC Global Investment
Management (U.S.A.) Limited, a Canadian corporation (the “Subadviser”) with respect to Xxxx Xxxxxxx
International Allocation Portfolio, a series of Xxxx Xxxxxxx Funds III. 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 3 of the Agreement, “Compensation of
Subadviser,” is hereby amended and restated as shown in Appendix A attached hereto.
2. EFFECTIVE DATE
This Amendment shall become effective as of the 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.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
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 INVESTMENT MANAGEMENT SERVICES, LLC |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Executive Vice President | |||
| MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED |
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| By: | /s/ Xxxxxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxx | |||
| Title: | Vice President and CAO | |||
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APPENDIX A
The Subadviser shall serve as investment subadviser for the Xxxx Xxxxxxx International
Allocation Portfolio (the “Portfolio”). The Adviser will pay the Subadviser, as full compensation
for all services provided under this Agreement with respect to the Portfolio, the fee at an annual
rate as follows (the “Subadviser Fee”):
| Portfolio | Net Assets | |
Xxxx Xxxxxxx International Allocation Portfolio |
[ ]% |
The Subadviser Fee for the Portfolio shall be accrued for each calendar day and the sum of the
daily fee accruals shall be paid monthly to the Subadviser. The daily fee accruals 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 Portfolio. For purposes of determining net assets of the Portfolio and calculating the
Subadviser Fee, the net assets of the Portfolio are determined as of the close of business on the
previous business day of the Trust.
If, with respect to the Portfolio, this Agreement becomes effective or terminates, or if the
manner of determining the Subadviser 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 of 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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