FORM OF AMENDMENT TO SUBADVISORY AGREEMENT John Hancock Trust AMENDMENT TO SUBADVISORY AGREEMENT T. Rowe Price Associates, Inc.

FORM OF AMENDMENT TO SUBADVISORY AGREEMENT

Xxxx Xxxxxxx Trust
AMENDMENT TO SUBADVISORY AGREEMENT
X. Xxxx Price Associates, Inc.

     AMENDMENT made as of this ___ day of December, 2010 to the Subadvisory Agreement dated January 28, 1999, as amended (the “Agreement”), between Xxxx Xxxxxxx Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and X. Xxxx Price Associates, Inc., a Maryland Corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

     Appendix A of the Agreement, “Compensation of Subadviser,” is hereby amended to revise the subadvisory fees of the Capital Appreciation Value Trust and to add the following portfolio:

     Large Cap Value Trust

     (the “Portfolio”)

2. SUBADVISORY AGREEMENT

     In all other respects, the Agreement is confirmed and remains in full force and effect.

2. EFECTIVE DATE

     This Amendment shall become effective on the later to occur of (i) approval of this amendment by the Trustees of the Xxxx Xxxxxxx Trust and (ii) the date of its execution; except that it will become effective with regards to the Large Cap Value Trust on December 31, 2010.

     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
 

By:  

X. Xxxx Price Associates, Inc.
 

By:  

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APPENDIX A

Large Cap Value Trust
Capital Appreciation Value Trust

     The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the “Subadviser Fee”):

Between

Between

Between

$50 million

$200 million

$500 million

First

and

and

and

Excess Over

$50 million

$200 million

$500 million

$1 billion

$1 billion

of Aggregate

of Aggregate

of Aggregate

of Aggregate

of Aggregate

Portfolio

Net Assets*

Net Assets*

Net Assets*

Net Assets*

Net Assets*

Capital Appreciation Value Trust

Between

$500 million

Between

Between

First

and

$1 billion and

$1.5 billion and

Excess Over

$500 million

$1 billion of

$1.5 billion of

$2 billion of

$2 billion of

of Aggregate

Aggregate Net

Aggregate Net

Aggregate Net

Aggregate Net

Portfolio

Net Assets*

Assets*

Assets*

Assets*

Assets*

Large Cap Value

* The term Aggregate Net Assets for a given day includes the net assets of a Portfolio of the Trust managed by the Subadviser. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below managed by the Subadviser, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee for a given day, the net assets of the Portfolio and each other portfolio of the Trust are determined by the custodian or fund accountant as of the close of business on the previous business day of the Trust, and the net assets of each other portfolio are determined as of the close of business on the previous business day of that other portfolio.

Trust Portfolio(s)		Other Portfolio(s)
Capital Appreciation Value Trust		Capital Appreciation Value Fund Fund, a series of Xxxx Xxxxxxx Funds II
Large Cap Value Trust		Large Cap Value Fund, a series of Xxxx Xxxxxxx Funds II

     The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets

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divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Applicable Annual Fee Rate is then applied to Portfolio assets as described below. The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. 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 Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

     If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate 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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