AMENDMENT TO THE TRANSFER AGENCY AND SERVICE AGREEMENT FOR JOHN HANCOCK FUNDS III

AMENDMENT TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT
FOR
XXXX XXXXXXX FUNDS III

     This Amendment dated as of July 1, 2010 is made to the Transfer Agency and Services Agreement dated June 1, 2007, as amended (the “Agreement”) by and between Xxxx Xxxxxxx Funds III (the “Fund”) and Xxxx Xxxxxxx Signature Services, Inc. (“JHSS”).

     WHEREAS, the parties to the Agreement desire to amend certain provisions contained in the Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the parties agree the Agreement shall be amended as follows:

1. Exhibit B — Transfer Agent Fee Schedule is hereby deleted in its entirety and replaced with the attached revised Exhibit B.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf under their seals by and through their duly authorized officers, as of the day and year first above written.

Xxxx Xxxxxxx Funds III				Xxxx Xxxxxxx Signature Services, Inc.
By:		/s/ Xxxxx Xxxxxxxxx		By:		/s/ Xxxx Xxxxx
		Xxxxx Xxxxxxxxx				Xxxx Xxxxx
		President and CEO				President and CEO

EXHIBIT B

TRANSFER AGENT FEE SCHEDULE

Revised July 1, 2010

The transfer agent fees payable monthly under the Transfer Agency and Services Agreement between each Fund and JHSS shall be determined based on the annual cost to JHSS for providing the services described therein (“JHSS Cost”). JHSS Cost shall be determined by subtracting the monthly JHSS TA Revenue from the monthly JHSS Expenses, as more fully described below:

1. JHSS shall first calculate the expenses it incurs in performing the services (“JHSS Expenses”), which expenses shall include:

	(a)		Operating costs, including those costs associated with personnel, furniture and equipment, depreciation, rent related, postage, printing, office supplies, office administration, telecommunications and voice related, other financial charges, travel and entertainment, industry meetings and conferences, industry memberships, education and training, legal and audit, consulting fees, miscellaneous (sundry), information security related, taxes, license fees, affiliate service fees, information security allocated, corporate overhead, divisional overhead, and shared services allocated;
	(b)		Out-of-Pocket Expenses, as described in Exhibit C;
	(c)		NSCC Networking Level 3 Charges;
	(d)		Omnibus and Services Fees paid by JHSS, as more fully described in Exhibit B.1; and
	(e)		Such other expenses reasonably incurred by JHSS from time to time as may be necessary to perform its obligation as transfer agent.

2. The JHSS Expenses shall be reduced by the revenue JHSS receives in connection with the performance of the service provided to the Funds (the “JHSS TA Revenue”) which shall include:

	(a)		Fiduciary Fees;
	(b)		Small Account Fees;
	(c)		Liquidity Pool, reflecting any investment return on JHSS corporate cash;
	(d)		CIT Fees; and
	(e)		Such other miscellaneous revenue as may be received.

3. JHSS Cost, as applicable to one or more of the categories*, will be calculated monthly and allocated into four different categories as follows:

	(a)		JHSS Cost associated with retail classes of non-municipal bond funds;
	(b)		JHSS Cost associated with Class I Shares of all non-municipal bond funds;

	(c)		JHSS Cost associated with Class R Shares of all non-municipal bond funds; and
	(d)		JHSS Cost associated with all classes of municipal bond funds.

Within each category, JHSS Cost will be allocated across all funds and/or classes on the basis of average daily net assets. Such allocation shall be applied on a complex wide basis across all Xxxx Xxxxxxx Funds for which JHSS provides transfer agent services under this Agreement as well as the Transfer Agency and Service Agreements in effect between (a) JHSS and Xxxx Xxxxxxx Funds; and (b) JHSS and Xxxx Xxxxxxx Funds II.

* By way of example, NSCC Networking Level 3 Charges do not apply to Class I and Class R shares and thus would not be allocated to those categories.

4. JHSS and the Funds will, on a monthly basis, make any adjustments required as a result of any over-payments or underpayments made during the prior billing periods. In addition, to the extent JHSS has income in excess of its expenses at its fiscal year-end JHSS shall distribute such excess income to the Funds based on relative transfer agency fees payable during the fiscal year as described in Section 3 above.