0000928816-09-000976 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • August 31st, 2009 • John Hancock Trust

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made this 19th day of December, 2008, by John Hancock Trust (“JHT”), a Massachusetts business trust, on behalf of each “Acquired Fund” and its corresponding “Acquiring Fund” listed below, all of which are separate series or funds of JHT, and, for purposes of Sections 1(a)(ii) and 9 of the Plan only, by John Hancock Investment Management Services, LLC (“JHIMS”), the investment adviser to JHT:

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JOHN HANCOCK TRUST MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
John Hancock Trust • August 31st, 2009

AMENDMENT made as of this 13th day of July, 2009 to the Subadvisory Agreement dated May 1, 2003, as amended (the “Amendment”), between John Hancock Investment Management Services, LLC , a Delaware limited liability company (the “Adviser”), and MFC Global Investment Management (U.S.A.) Limited, a Canadian corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

JOHN HANCOCK TRUST AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • August 31st, 2009 • John Hancock Trust

AMENDMENT (the “Amendment”) made this 13th day of July, 2009, to the Amended and Restated Advisory Agreement dated September 30, 2008, between John Hancock Trust, a Massachusetts business trust (the “Trust”) and John Hancock Investment Management Services, LLC, a Delaware limited liability company (“JHIMS” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

JOHN HANCOCK TRUST AMENDMENT TO SUBADVISORY AGREEMENT
John Hancock Trust • August 31st, 2009 • John Hancock Trust

AMENDMENT made as of this 13th of July 2009 to the Subadvisory Agreement dated April 28, 2006 as amended (the "Agreement"), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and MFC Global Investment Management (U.S.), LLC, a Delaware Limited Liability Company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • August 31st, 2009 • John Hancock Trust

AMENDMENT made as of this 29th day of April, 2009 to the Subadvisory Agreement dated January 28, 1999, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and T. Rowe Price Associates, Inc., a Maryland Corporation (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

JOHN HANCOCK TRUST AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • August 31st, 2009 • John Hancock Trust

AMENDMENT (the “Amendment”) made this 20th day of March, 2009, to the Amended and Restated Advisory Agreement dated September 26, 2008, between John Hancock Trust, a Massachusetts business trust (the “Trust”) and John Hancock Investment Management Services, LLC, a Delaware limited liability company (“JHIMS” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • August 31st, 2009 • John Hancock Trust

AMENDMENT made as of this 20th day of March, 2009 to the Subadvisory Agreement dated January 28, 1999, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and T. Rowe Price Associates, Inc., a Maryland Corporation (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

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