0001010521-11-000077 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • May 27th, 2011 • John Hancock Funds III • Massachusetts

This Agreement and Plan of Reorganization (the “Agreement”) is made as of April 6, 2011, by and between John Hancock Growth Opportunities Fund (the “Acquired Fund”), a series of John Hancock Funds III (the “Trust”), a Massachusetts business trust, and John Hancock Small Company Fund (the “Acquiring Fund”), also a series of the Trust.

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JOHN HANCOCK FUNDS III SUBADVISORY AGREEMENT
John Hancock Funds Iii • May 27th, 2011 • John Hancock Funds III • Massachusetts

AGREEMENT made this 13th day of December, 2010, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and MFC Global Investment Management (U.S.), LLC, a Delaware limited liability company (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 • May 27th, 2011 • John Hancock Funds III

AMENDMENT made this 7th day of December, 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:

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