JOHN HANCOCK FUNDS III AMENDMENT TO ADVISORY AGREEMENT

XXXX XXXXXXX FUNDS III

AMENDMENT TO ADVISORY AGREEMENT

     AMENDMENT made this 1^st day of October, 2009, to the Advisory Agreement dated July 1, 2009, between Xxxx Xxxxxxx Funds III, a Massachusetts business trust (the “Trust”), and Xxxx Xxxxxxx Investment Management Services, LLC, a Delaware limited liability company. 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 4 of the Agreement, “Compensation of Adviser,” is hereby amended for each of the following series of the Trust (each a “Fund’), as shown in Appendix A hereto:

Xxxx Xxxxxxx Classic Value Mega Cap Fund
Xxxx Xxxxxxx Disciplined Value Fund
Xxxx Xxxxxxx Global Shareholder Yield Fund
Xxxx Xxxxxxx International Core Fund
Xxxx Xxxxxxx International Growth Fund
Xxxx Xxxxxxx U.S. Core Fund

2.		EFFECTIVE DATE
		This Amendment shall become effective as of 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.

XXXX XXXXXXX FUNDS III,
on behalf of its series listed in Appendix A to this Amendment

By:		/s/Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx
		President and Chief Executive Officer

XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC

By:		/s/Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx
		President and Chief Executive Officer

Appendix A

First

Next

Excess over

$2.5 billion

$2.5 billion

$5 billion

Fund

of Net Assets

of Net Assets

of Net Assets

Xxxx Xxxxxxx Classic Value Mega Cap Fund

0.790

%

0.780

%

0.770

%

Excess

First

Next

Next

over

$500

$500

$500

Next

$2.5

million

million

million

$1 billion

billion

of Net

of Net

of Net

of Net

of Net

Fund

Assets

Assets

Assets

Assets

Assets

Xxxx Xxxxxxx Disciplined Value Fund

0.750

%

0.725

%

0.700

%

0.675

%

0.650

%

First

Next

Excess over

$500 million

$500 million

$1 billion

Fund

of Net Assets

of Net Assets

of Net Assets

Xxxx Xxxxxxx Global Shareholder Yield Fund

0.875

%

0.850

%

0.800

%

Excess

First

Next

Next

Next

Next

over

$100

$900

$1

$1

$1

$4

million

million

billion

billion

billion

billion

of

of

of

of

of

of

Net

Net

Net

Net

Net

Net

Fund

Assets

Assets

Assets

Assets

Assets

Assets

Xxxx Xxxxxxx International Core Fund

0.920

%

0.895

%

0.880

%

0.850

%

0.825

%

0.800

%

Excess

First

Next

Next

Next

Next

over

$100

$900

$1

$1

$1

$4

million

million

billion

billion

billion

billion

of

of

of

of

of

of

Net

Net

Net

Net

Net

Net

Fund

Assets

Assets

Assets

Assets

Assets

Assets

Xxxx Xxxxxxx International Growth Fund

0.920

%

0.895

%

0.880

%

0.850

%

0.825

%

0.800

%

A-1

First

Next

Excess

$500

$500

Next

Next

over

million

million

$1 billion

$1 billion

$3 billion

of Net

of Net

of Net

of Net

of Net

Fund

Assets

Assets

Assets

Assets

Assets

Xxxx Xxxxxxx U.S. Core Fund

0.780

%

0.760

%

0.750

%

0.740

%

0.720

%

A-2