0000950123-10-015685 Sample Contracts

JOHN HANCOCK FUNDS III SUBADVISORY AGREEMENT
John Hancock Funds Iii • February 23rd, 2010 • John Hancock Funds III • Massachusetts

AGREEMENT made this 23rd day of November, 2009, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and Fiduciary Management Associates, LLC, a Delaware limited liability company (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

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JOHN HANCOCK FUNDS III FORM OF ADVISORY AGREEMENT
John Hancock Funds Iii • February 23rd, 2010 • John Hancock Funds III • Massachusetts

Advisory Agreement dated , 2010, between John Hancock Funds III, 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 Investment Management Services, LLC 601 Congress Street Boston, MA 02210
John Hancock Funds III • February 23rd, 2010

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.

JOHN HANCOCK FUNDS III AMENDMENT TO ADVISORY AGREEMENT
John Hancock Funds Iii • February 23rd, 2010 • John Hancock Funds III

AMENDMENT made this 8th day of December, 2009, to the Advisory Agreement dated July 1, 2009, between John Hancock Funds III, a Massachusetts business trust (the “Trust”), and John Hancock Investment Management Services, LLC, a Delaware limited liability company. In consideration of the mutual covenants contained herein, the parties agree as follows:

FORM OF JOHN HANCOCK FUNDS III SUBADVISORY AGREEMENT
Subadvisory Agreement • February 23rd, 2010 • John Hancock Funds III • Massachusetts

AGREEMENT made this ___day of ___, 2010, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and [ ], a [ ] (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

JOHN HANCOCK FUNDS III AMENDMENT TO ADVISORY AGREEMENT
John Hancock Funds Iii • February 23rd, 2010 • John Hancock Funds III

AMENDMENT made this 1st day of October, 2009, to the Advisory Agreement dated July 1, 2009, between John Hancock Funds III, a Massachusetts business trust (the “Trust”), and John Hancock Investment Management Services, LLC, a Delaware limited liability company. In consideration of the mutual covenants contained herein, the parties agree as follows:

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