JOHN HANCOCK CAPITAL SERIES (on behalf of John Hancock Classic Value Fund) AMENDMENT TO INVESTMENT MANAGEMENT CONTRACT

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

AMENDMENT TO INVESTMENT MANAGEMENT CONTRACT

     AMENDMENT made this 1^st day of October, 2009, to the Investment Management Contract dated November 8, 2002, between Xxxx Xxxxxxx Capital Series, a Massachusetts business trust, on behalf of its series, Xxxx Xxxxxxx Classic Value Fund, and Xxxx Xxxxxxx Advisers, LLC, a Delaware limited liability company. In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE TO COMPENSATION OF THE ADVISER

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

First

Next

Excess over

$2.5 billion

$2.5 billion

$5 billion

of

of

of

Fund

Net Assets

Net Assets

Net Assets

Xxxx Xxxxxxx Classic Value Fund

0.790

%

0.780

%

0.770

%

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.

1

     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. Xxxxxxxxx
		Xxxxx X. Xxxxxxxxx
		President and Chief Executive Officer
XXXX XXXXXXX ADVISERS, LLC
By:		/s/Xxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxxxxx
		President and Chief Executive Officer

2