JOHN HANCOCK ADVISERS, LLC

XXXX XXXXXXX ADVISERS, LLC

000 Xxxxxxxx Xxxxxx

Boston, MA 02210-2805

January 22, 2010

Xxxx Xxxxxxx Equity Trust

000 Xxxxxxxx Xxxxxx

Boston, MA 02210-2805

Ladies and Gentlemen:

In connection with the liquidation of the assets of Xxxx Xxxxxxx Small Cap Fund (the “Fund”), and the contemplated termination of the Fund’s legal existence, all pursuant to an Agreement and Plan of Reorganization dated January 14, 2010, we hereby agree with you that the Sub-Investment Management Contract, dated August 4, 2006, among Xxxx Xxxxxxx Advisers, LLC, Xxx Xxxxxx Capital Group, LLC, and Xxxx Xxxxxxx Equity Trust is terminated with respect to the Fund as of the close of business today, and we and you waive the notice provisions contained therein.

Very truly yours,

XXXX XXXXXXX ADVISERS, LLC

By:    /s/Xxxxxxx X. Xxxxx

           Xxxxxxx X. Xxxxx

           Vice President

Accepted and agreed to:

XXX XXXXXX CAPITAL GROUP, LLC

By:    /s/Xxxxxx X. Xxxxx

           Name:    Xxxxxx X. Xxxxx

           Title:      COO and CCO

XXXX XXXXXXX EQUITY TRUST,

on behalf of its series, XXXX XXXXXXX SMALL CAP FUND

By:    /s/Xxxxx X. Xxxxxxxxx

            Xxxxx X. Xxxxxxxxx

            President and Chief Executive Officer