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		XX%		XX%		XX%

		First		Next		Next		Next		Excess over
		$500 million		$500 million		$500 million		$1 billion		$2.5 billion
Fund		of Net Assets		of Net Assets		of Net Assets		of Net Assets		of Net Assets
Xxxx Xxxxxxx Disciplined Value Fund		XX%		XX%		XX%		XX%		XX%

		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		XX%		XX%		XX%

First

Next

Next

Next

Next

Excess over

$100 million

$900 million

$1 billion

$1 billion

$1 billion

$4 billion

of

of

of

of

of

of

Fund

Net Assets

Net Assets

Net Assets

Net Assets

Net Assets

Net Assets

Xxxx Xxxxxxx International Core Fund

XX%

XX%

XX%

XX%

XX%

XX%

First

Next

Next

Next

Next

Excess over

$100 million

$900 million

$1 billion

$1 billion

$1 billion

$4 billion

of

of

of

of

of

of

Fund

Net Assets

Net Assets

Net Assets

Net Assets

Net Assets

Net Assets

Xxxx Xxxxxxx International Growth Fund

XX%

XX%

XX%

XX%

XX%

XX%

A-1

		First		Next		Next		Next		Excess over
		$500 million		$500 million		$1 billion		$1 billion		$3 billion
Fund		of Net Assets		of Net Assets		of Net Assets		of Net Assets		of Net Assets
Xxxx Xxxxxxx U.S. Core Fund		XX%		XX%		XX%		XX%		XX%

A-2