JOHN HANCOCK CAPITAL SERIES on behalf of John Hancock Classic Value Fund (the “Fund”) AMENDMENT TO SUB-INVESTMENT MANAGEMENT CONTRACT

XXXX XXXXXXX CAPITAL SERIES
on behalf of Xxxx Xxxxxxx Classic Value Fund (the “Fund”)

AMENDMENT TO SUB-INVESTMENT MANAGEMENT CONTRACT

     AMENDMENT made as of this 1^st of October 2009 to the Sub-Investment Management Contract dated November 8, 2002 (the “Agreement”), among Xxxx Xxxxxxx Advisers, LLC, a Delaware limited liability company, Pzena Investment Management, LLC, a Delaware limited liability company, and Xxxx Xxxxxxx Capital Series, on behalf of the Fund. In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN COMPENSATION OF THE SUB-ADVISER

     Section 4 of the Agreement, “Compensation of the Sub-Adviser,” is hereby amended to reflect the following fee schedule:

Percentage of Average Daily Net Assets

First

Next

Over

Fund

$2.5 billion

$2.5 billion

$5 billion

Xxxx Xxxxxxx Classic Value Fund

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.

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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/Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxxx
		President and Chief Executive Officer
	XXXX XXXXXXX ADVISERS, LLC
	By:	/s/Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxxx
		President and Chief Executive Officer
	PZENA INVESTMENT MANAGEMENT, LLC
	By:	/s/Xxxxxxx X. Xxxxx
		Xxxxxxx X. Xxxxx
		President

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