0001010521-11-000557 Sample Contracts

JOHN HANCOCK HEDGED EQUITY & INCOME FUND ADVISORY AGREEMENT
Advisory Agreement • December 29th, 2011 • John Hancock Hedged Equity & Income Fund • Massachusetts

Advisory Agreement dated April 20, 2011, between John Hancock Hedged Equity & Income Fund, a Massachusetts business trust (the “Fund”), and John Hancock Advisers, LLC, a Delaware limited liability company (“JHA” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

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JOHN HANCOCK HEDGED EQUITY FUND AGREEMENT AND DECLARATION OF TRUST Dated July 15, 2010
Trust Agreement • December 29th, 2011 • John Hancock Hedged Equity & Income Fund • Massachusetts
JOHN HANCOCK HEDGED EQUITY & INCOME FUND SUBADVISORY AGREEMENT
Subadvisory Agreement • December 29th, 2011 • John Hancock Hedged Equity & Income Fund • Massachusetts

AGREEMENT made this 24th day of May, 2011, between John Hancock Advisers, LLC, a Delaware limited liability company (the “Adviser”), and Wellington Management Company, LLP, a Massachusetts limited liability partnership (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

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