JOHN HANCOCK FUNDS III AMENDMENT TO SUBADVISORY AGREEMENT John Hancock Asset Management a division of Manulife Asset Management (North America) Limited

XXXX XXXXXXX FUNDS III

AMENDMENT TO SUBADVISORY AGREEMENT 

Xxxx Xxxxxxx Asset Management a division of 

Manulife Asset Management (North America) Limited 

AMENDMENT made as of this 17^th day of May, 2013 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 Xxxx Xxxxxxx Asset Management a division of Manulife Asset Management (North America) Limited (formerly, 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. Section 2.c is amended and restated as follows:

The Subadviser will select brokers, dealers, futures commission merchants and other counterparties to effect all transactions for the Portfolios, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments. The Subadviser will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicable. The Subadviser will always seek the best possible price and execution in the circumstances in all transactions. Subject to the foregoing, the Subadviser is directed at all times to seek to execute transactions for the Portfolios in accordance with its trading policies, as disclosed by the Subadviser to the Portfolio from time to time, but in all cases subject to policies and practices established by the Portfolio and described in the Trust’s registration statement. Notwithstanding the foregoing, the Subadviser may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the Trust’s registration statement, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser’s overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser’s other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

2. Effective Date

This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of Xxxx Xxxxxxx Funds III, and (ii) execution of the Amendment.

3. Miscellaneous

Except as set forth herein, all provisions of the Agreement shall remain in full force and effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same Amendment.

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:	/s/ Xxx Xxxxxxx
	Name: Xxx Xxxxxxx
	Title: Senior Vice President and Chief Investment Officer
XXXX XXXXXXX ASSET MANAGEMENT A DIVISION OF
MANULIFE ASSET MANAGEMENT (NORTH AMERICA) LIMITED
By:	/s/ X. Xxxxxx
	Name: Xxxxxxxxxx Xxxxxx
	Title: President & COO