0001010521-10-000414 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION

Agreement and Plan of Reorganization • October 29th, 2010 • John Hancock Funds III • Massachusetts

• Contract Type
  Agreement and Plan of Reorganization
• Filed
  October 29th, 2010
• Company
  John Hancock Funds III
• Jurisdiction
  Massachusetts

This Agreement and Plan of Reorganization (“Agreement”) is made as of July 8, 2010, by and between The RBB Fund, Inc., a Maryland corporation (the “Company”), on behalf of its series, Robeco Boston Partners Mid Cap Value Fund (the “Acquired Fund”), and John Hancock Funds III, a Massachusetts business trust (the “Trust”), on behalf of its series John Hancock Disciplined Value Mid Cap Fund (the “Acquiring Fund” and together with the Acquired Fund, the “Funds” or individually, each a “Fund”).

JOHN HANCOCK FUNDS III AMENDMENT TO ADVISORY AGREEMENT

Advisory Agreement • October 29th, 2010 • John Hancock Funds III

• Contract Type
  Advisory Agreement
• Filed
  October 29th, 2010
• Company
  John Hancock Funds III

AMENDMENT made this 1st day of June 2010 to the Advisory Agreement dated July 1, 2009 (the “Agreement”), 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:

Re: Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitation Notice

Expense Limitation Agreement • October 29th, 2010 • John Hancock Funds III

• Contract Type
  Expense Limitation Agreement
• Filed
  October 29th, 2010
• Company
  John Hancock Funds III

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 SUBADVISORY AGREEMENT

Subadvisory Agreement • October 29th, 2010 • John Hancock Funds III

• Contract Type
  Subadvisory Agreement
• Filed
  October 29th, 2010
• Company
  John Hancock Funds III

AMENDMENT made this 1st day of June 2010 to the Subadvisory Agreement dated September 9, 2008, as amended October 1, 2009 (the “Agreement”), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and Robeco Investment Management, Inc., a Delaware corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows: