JOHN HANCOCK FUNDS III AMENDMENT TO ADVISORY AGREEMENT

EX 99. (d)(7)

XXXX XXXXXXX FUNDS III

AMENDMENT TO ADVISORY AGREEMENT

AMENDMENT (the “Amendment”) made this _30^th__ day of ___March__, 2023, to the Advisory Agreement dated June 30, 2020, as amended (“Agreement”), between Xxxx Xxxxxxx Funds III, a Massachusetts business trust (the “Trust”) and Xxxx Xxxxxxx Investment Management, LLC, a Delaware limited liability company. In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGES IN APPENDIX A

Appendix A of the Agreement, which relates to Section 4 of the Agreement, “COMPENSATION OF ADVISER,” is hereby amended to reflect the revised aggregation provisions for Xxxx Xxxxxxx U.S. Growth Fund and any contrary fee schedule information is hereby superseded:

2. EFFECTIVE DATE

The Amendment shall become effective on March 30 2023, following approval of the Amendment by the Board of Trustees of the Trust.

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.

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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 FUNDS III, on behalf of its series listed in Appendix A to this Amendment
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		President

XXXX XXXXXXX INVESTMENT MANAGEMENT LLC

By:		/s/ Xxx Xxxxxxxxx
Name:		Xxx Xxxxxxxxx
Title:		Chief Investment Officer

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APPENDIX A

The Adviser shall serve as investment adviser for each Fund of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Fund, the fee computed separately for such Fund at an annual rate as follows (the “Adviser Fee”).

The term Aggregate Net Assets includes the net assets of a Fund of the Trust. It also includes with respect to certain Funds as indicated the net assets of one or more other portfolios, but in each case only for the period during which the subadviser for the Fund also serves as the subadviser for the other portfolio(s) and only with respect to the net assets of such other portfolio(s) that are managed by the subadviser.

For purposes of determining Aggregate Net Assets and calculating the Adviser Fee, the net assets of the Fund and each other fund of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day (and to the extent not available, as of the most recent practicable day) of that fund.

The Adviser Fee for a Fund shall be based on the applicable annual fee rate for the Fund which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Net Assets or Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Adviser Fee for each Fund shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Fund. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

If, with respect to any Fund, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date of such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

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Fund		First $500 million of Net Assets				Next $1 billion of Net Assets				Excess over $1.5 billion of Net Assets
Xxxx Xxxxxxx U.S. Growth Fund1			0.600	%			0.550	%			0.530	%

¹ For purposes of determining Aggregate Net Assets, the net assets of the Manulife U.S. Diversified Growth Equity Fund, a series trust of The Manufacturers Life Insurance Company, are included.

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