0001010521-10-000168 Sample Contracts

Re: Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitation Notice
John Hancock Funds III • April 28th, 2010

With reference to the Advisory Agreement dated July 1, 2009, as amended, entered into by and between John Hancock Investment Management Services, LLC (the “Adviser”) and John Hancock Funds III (the “Trust”), on behalf of each series of the Trust (each, a “Fund” and collectively, the “Funds”), we hereby notify you as follows:

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JOHN HANCOCK FUNDS III AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • April 28th, 2010 • John Hancock Funds III

AMENDMENT made as of this 1st day of January, 2010 to the Subadvisory Agreement dated December 29, 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.A.) Limited, a Canadian corporation (the "Subadviser") with respect to John Hancock International Allocation Portfolio, a series of John Hancock Funds III. In consideration of the mutual covenants contained herein, the parties agree as follows:

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