0001010521-08-000178 Sample Contracts

JOHN HANCOCK FUNDS III SUBADVISORY AGREEMENT
Subadvisory Agreement • April 29th, 2008 • John Hancock Funds III • Massachusetts

AGREEMENT made this 20th day of December, 2007, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and Rainier Investment Management Inc., a Delaware corporation (the “Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

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AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • April 29th, 2008 • John Hancock Funds III

AMENDMENT made this 4th day of December, 2007, to the Advisory Agreement dated September 21, 2005, as amended, 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:

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