John Hancock Investment Management Services, LLC 601 Congress Street Boston, MA 02210

Exhibit (h)(12)


Xxxx Xxxxxxx Investment Management Services, LLC 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000

As of June 5, 2012

To the Trustees of:
Xxxx Xxxxxxx Funds III
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000


Re:		Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitation Notice

With reference to the Advisory Agreement dated July 1, 2009, as amended, entered into by and between Xxxx Xxxxxxx Investment Management Services, LLC (the “Adviser”) and Xxxx Xxxxxxx Funds III (the “Trust”), on behalf of each series of the Trust (each, a “Fund” and collectively, the “Funds”), we hereby notify you as follows:

1. The Adviser agrees to contractually waive its management fee for each Fund and, to the extent necessary, bear other expenses, as set forth in Appendices A and B.

2. The Adviser has voluntarily agreed to waive its management fee and, to the extent necessary, bear other expenses, as set forth in Appendices C, D and E.

3. We understand and intend that the Trust rely on this undertaking in overseeing the preparation and filing of Post-effective Amendments to the Registration Statement on Form N-1A for the Trust and the Funds with the Securities and Exchange Commission, in accruing each Fund’s expenses for purposes of calculating its net and gross asset value per share, and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and we expressly permit the Trust so to rely.

Very truly yours,

XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC


By:
		Xxxxxxx X. Xxxx
		Chief Financial Officer

By:
		Xxxxxxx Xxxxx
		Senior Vice President

APPENDIX A

Total Fund Operating Expense Limitations

For purposes of this Appendix:

“Expenses” means all the expenses of a class of shares of a Fund (including those expenses of the Fund attributable to such class) but excluding: (i) taxes; (ii) portfolio brokerage commissions; (iii) interest; (iv) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business; (v) acquired fund fee expenses paid indirectly; (vi) short dividend expense; and (vii) fees under any agreements or plans of the Fund dealing with services for shareholders and others with beneficial interests in shares of the Trust.

“Expense Limit” means the percentage of average annual net assets (on an annualized basis) attributable to a class of shares of the Funds set forth below.

The Adviser agrees to make payment to a specific class of shares of a Fund (up to the amount of the expenses relating solely to such class of shares), in an amount equal to the amount by which the Expenses of such class of shares exceed the Expense Limit for such class set forth in the table below.

The Expense Limit for the classes of shares of the Funds indicated below for the purposes of this Appendix shall be as follows:

Expiration Date of

Fund/Class

ADV

NAV

Expense Limit

Core High Yield¹

1.18

None

X/X

0.87

X/X

6/30/2013

Disciplined Value

1.30

2.05

1.65

1.40

%²

1.55

1.15

%³

0.95

0.99

0.85

N/A

None

0.86

6/30/2013, except Class A and Class I ⁴


¹		At the March 4-7, 2012 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board ratified, the decrease of the Expense Limit of the fee waiver and/or expense reimbursement arrangements of Class A and Class I shares of Core High Yield Fund (from 1.25% to 1.18% and 0.94% to 0.87%, respectively), effective as of March 1, 2012.

²		At the March 4-7, 2012 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board ratified, the fee waiver and/or expense reimbursement for Class R2 shares of the Funds with an expiration date of June 30, 2013, effective as of March 1, 2012.

³		At the June 3-5 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board ratified, the decrease of the Expense Limit of the fee waiver and/or expense reimbursement arrangements of R4 shares of Disciplined Value Fund (from 1.25% to 1.15%), effective as of June 5, 2012 until June 30, 2013.

⁴		The expiration date of the Expense Limit for Class A and Class I shares of Disciplined Value Fund is June 30, 2012.

A-1


																																												Expiration Date of
Fund/Class	X			X			X			X0			X0			X0			X0			X0			X			I2		T			ADV			1			NAV		R6			Expense Limit
Disciplined Value Mid Cap		1.35	%		N/A			2.10	%		N/A			1.45	%²		N/A			N/A			N/A			1.00	%⁵		N/A		N/A			1.25	%		N/A		None			0.99	%	6/30/2013, except Class I ⁵
Global Shareholder Yield		1.42	%		2.12	%		2.12	%		N/A			1.47	%²		N/A			N/A			N/A			0.97	%⁶		N/A		N/A			N/A			N/A		None			0.97	%	6/30/2013, except Class I ⁶
International Allocation		0.63	%		1.33	%		1.33	%		X/X			X/X			X/X			X/X			X/X			0.27	%		X/X		X/X			X/X			X/X			X/X		X/X			6/30/2013
International Core		1.60	%		2.30	%		2.30	%		1.90	%		1.65	%²		1.80	%		1.40	%⁷		1.20	%		1.24	%		N/A		N/A			N/A			1.15	%	None			1.12	%	6/30/2013, except Class I and Class 1 ⁸
International Growth		1.60	%		2.30	%		2.30	%		X/X			X/X			X/X			X/X			X/X			1.24	%		N/A		N/A			N/A			1.15	%	None			N/A			6/30/2013
International Value Equity		1.60	%		X/X			X/X			X/X			X/X			X/X			X/X			X/X			1.18	%⁹		X/X		X/X			X/X			X/X		Xxxx			X/X		6/30/2013, except Class I ⁹
Leveraged Companies		1.35	%		2.05	%		2.05	%		X/X			X/X			X/X			X/X			X/X			0.99	%		X/X		X/X			X/X			X/X			X/X		X/X			6/30/2012
Rainier Growth		1.35	%		2.10	%		2.10	%		1.70	%		1.45	%²		1.60	%		1.20	%¹⁰		1.00	%		1.04	%		N/A		1.40	%		1.14	%		N/A		None			0.86	%	6/30/2013, except Class I ¹¹
Small Cap Opportunities		1.60	%		2.30	%		2.30	%		X/X			X/X			X/X			X/X			X/X			1.24	%		X/X		X/X			X/X			X/X			X/X		X/X			6/30/2012
Small Company		1.50	%		N/A			N/A			1.80	%		1.55	%²		1.70	%		1.30	%¹²		1.10	%		1.04	%¹³		N/A		N/A			1.34	%		N/A			N/A		1.04	%	6/30/2013, except Class I ¹³
Strategic Growth		1.30	%		X/X			X/X			X/X			X/X			X/X			X/X			X/X			0.94	%		X/X		X/X			X/X			X/X			X/X		X/X			6/30/2013


⁵		The Expense Limit of 1.00% for Class I shares of Disciplined Value Mid Cap Fund expires on July 9, 2012. At the March 4-7, 2012 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board ratified, the increase of the Expense Limit of the fee waiver and/or expense reimbursement arrangements of Class I shares (from 1.00% to 1.04%), effective as of July 10, 2012 until June 30, 2013.

⁶		The Expense Limit of 0.97% for Class I shares of Global Shareholder Yield Fund expires on June 30, 2012. At the March 4-7, 2012 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board ratified, the increase of the Expense Limit of the fee waiver and/or expense reimbursement arrangements of Class I shares (from 0.97% to 1.06%), until June 30, 2013.

⁷		At the June 3-5 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board ratified, the decrease of the Expense Limit of the fee waiver and/or expense reimbursement arrangements of R4 shares of International Core Fund (from 1.50% to 1.40%), effective as of June 5, 2012 until June 30, 2013.

⁸		The expiration date of the Expense Limit for Class I and Class 1 shares of International Core Fund is June 30, 2012.

⁹		The Expense Limit of 1.18% for Class I shares of International Value Equity Fund expires on June 30, 2012. At the March 4-7, 2012 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board ratified, the increase of the Expense Limit of the fee waiver and/or expense reimbursement arrangements of Class I shares (from 1.18% to 1.29%), until June 30, 2013.

¹⁰		At the June 3-5 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board ratified, the decrease of the Expense Limit of the fee waiver and/or expense reimbursement arrangements of R4 shares of Rainier Growth Fund (from 1.30% to 1.20%), effective as of June 5, 2012 until June 30, 2013.

¹¹		The expiration date of the Expense Limit for Class I shares of Rainier Growth Fund is June 30, 2012.

¹²		At the June 3-5 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board ratified, the decrease of the Expense Limit of the fee waiver and/or expense reimbursement arrangements of R4 shares of Small Company Fund (from 1.40% to 1.30%), effective as of June 5, 2012 until June 30, 2013.

¹³		The Expense Limit of 1.04% for Class I shares of Small Company Fund expires on June 30, 2012. At the March 4-7, 2012 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board ratified the increase of the Expense Limit of the fee waiver and/or expense reimbursement arrangements of Class I shares (from 1.04% to 1.14%), until June 30, 2013.

A-2

APPENDIX B

Fund Level Contractual Investment Management Fee Waivers

The Adviser agrees to limit Xxxx Xxxxxxx Global Shareholder Yield Fund’s management fee to a maximum annual rate of 0.80% of the Fund’s average daily net assets. The limitation will continue until at least June 30, 2013.*


*		At the March 4-7, 2012 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board ratified, the extension of the expiration date (to June 30, 2013) of the management fee limitation, effective upon the current expiration date of June 30, 2012.

B-1

APPENDIX C

Advisor Fee Voluntary Waiver

Fund Level

The Adviser, as the investment adviser for the Xxxx Xxxxxxx International Allocation Portfolio (the “Fund”), receives a fee of 0.05% on assets invested in funds of Xxxx Xxxxxxx Funds II and the Trust and 0.50% on all other investments.

The Fund invests in other mutual funds, of which some or all of the investments are mutual funds managed by the Adviser who receives an advisory fee for such services. The voluntary adviser fee waiver shall apply as follows:

The Adviser has voluntarily agreed to waive its advisory fees for the Fund so that the amount retained by the Adviser after payment of subadvisory fees, including Adviser fees collected on the underlying investments after payment of subadvisory fees, does not exceed 0.50% of the Fund’s average annual net assets.

This advisory fee waiver is voluntary and can be terminated at any time by the Adviser on notice to the Trust.

C-1

APPENDIX D

Fund Level Other Voluntary Limit on Total Operating Expenses

For purposes of this Appendix:

“Expenses” means all the expenses of a Fund excluding: (i) taxes; (ii) portfolio brokerage commissions; (iii) interest; (iv) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business; (v) acquired fund fee expenses paid indirectly; (vi) short dividend expense; (vii) advisory fees; (viii) Rule 12b-1 fees; (ix) transfer agency fees; (x) printing, postage and blue sky registration fees; (xi) fees under any agreements; or plans of the Fund dealing with services for shareholders and others with beneficial interests in shares of the Trust.

“Expense Limit” means the percentage of a Fund’s average annual net assets (on an annualized basis) set forth below.

The Adviser agrees to waive advisory fees and, to the extent necessary, reimburse other expenses of the Fund, in an amount equal to the amount by which the Expenses of such Fund exceed the Expense Limit for such Fund set forth in the table below.

The Expense Limit for each of the Funds indicated below for the purposes of this Appendix shall be as follows:


Fund	Expense Limit*
Core High Yield		0.19	%
International Allocation		0.16	%
Small Cap Opportunities		0.27	%


*		Fee waivers and/or expense reimbursements are voluntary and may be amended or terminated at any time by the Adviser.

D-1

APPENDIX E

Fund Voluntary Operating Expense Limitations

For purposes of this Appendix:

“Expense Limit” means the percentage of average annual net assets (on an annualized basis) attributable to a class of shares of the Funds set forth below.

The Adviser agrees to make payment to a specific class of shares of a Fund (up to the amount by which the Expenses of such class of shares exceed the Expense Limit for such class set forth in the table below.

The Expense Limit for the classes of shares of the Funds indicated below for the purposes of this Appendix shall be as follows:

Fund/ Class

ADV

NAV

Leveraged Companies*

1.35

2.05

X/X

0.99

X/X

Small Cap Opportunities*

1.60

2.30

X/X

1.24

X/X


*		At the June 3-5 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board Ratified, the voluntary waiver for each class of the Leveraged Companies and Small Cap Opportunities Funds effective as of July 1, 2012. These expense limitations can be terminated at any time by the Adviser on notice to the Trust.

E-1

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John Hancock Investment Management Services, LLC 601 Congress Street Boston, MA 02210

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