0001010521-08-000395 Sample Contracts

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AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • August 29th, 2008 • John Hancock Funds II • Massachusetts

Advisory Agreement dated April 28, 2008, between John Hancock Funds II, a Massachusetts business trust (the "Trust"), and John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

JOHN HANCOCK FUNDS II SUBADVISORY AGREEMENT
Hancock Funds Ii Subadvisory Agreement • August 29th, 2008 • John Hancock Funds II • Massachusetts

AGREEMENT made this 17th day of October, 2005, 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:

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