0001193125-11-106308 Sample Contracts

JOHN HANCOCK HEDGED EQUITY & INCOME FUND ADVISORY AGREEMENT
Advisory Agreement • April 22nd, 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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MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • April 22nd, 2011 • John Hancock Hedged Equity & Income Fund • Massachusetts
JOHN HANCOCK HEDGED EQUITY & INCOME FUND SUBADVISORY AGREEMENT
Subadvisory Agreement • April 22nd, 2011 • John Hancock Hedged Equity & Income Fund • Massachusetts

AGREEMENT made this day of April, 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:

SUBSCRIPTION AGREEMENT
Subscription Agreement • April 22nd, 2011 • John Hancock Hedged Equity & Income Fund

This Agreement is made as of the day of April, 2011 between John Hancock Life Insurance Company (U.S.A.), a Michigan corporation, (“JHLI”), and John Hancock Hedged Equity & Income Fund, a Massachusetts business trust (the “Fund”).

AMENDMENT TO JOHN HANCOCK CLOSED END FUNDS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES
Service Agreement for Transfer Agent Services • April 22nd, 2011 • John Hancock Hedged Equity & Income Fund

THIS AMENDMENT (this “Amendment”) dated as of July 1, 2010, is entered into between Mellon Investor Services LLC, a New Jersey limited liability company (“Mellon”) and John Hancock Patriot Premium Dividend Fund II, John Hancock Investors Trust, John Hancock Income Securities Trust, John Hancock Bank And Thrift Opportunity Fund, John Hancock Preferred Income Fund, John Hancock Preferred Income Fund II, John Hancock Preferred Income Fund III, and John Hancock Tax-Advantaged Dividend Income Fund, and John Hancock Tax-Advantaged Global Shareholder Yield Fund, each a Massachusetts Business Trust, (each a “Client” and collectively the “Clients”).

AMENDMENT TO JOHN HANCOCK CLOSED END FUNDS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES
Service Agreement for Transfer Agent Services • April 22nd, 2011 • John Hancock Hedged Equity & Income Fund

THIS AMENDMENT (this “Amendment”) dated April 6, 2011 to the Service Agreement for Transfer Agent Services dated June 1, 2002, as amended (the “Agreement”), is entered into between Mellon Investor Services LLC, a New Jersey limited liability company (“Mellon”), and John Hancock Hedged Equity & Income Fund, a Massachusetts Business Trust ( “Client”).

AMENDMENT TO SERVICE AGREEMENT
Service Agreement • April 22nd, 2011 • John Hancock Hedged Equity & Income Fund

AMENDMENT made as of this 20th day of April, 2011 to the Service Agreement dated July 1, 2009, by and between the trusts listed in Appendix A, on behalf of themselves and each of their funds, John Hancock Investment Management Services, LLC and John Hancock Advisers, LLC (the “Agreement”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO JOHN HANCOCK CLOSED END FUNDS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES
Service Agreement for Transfer Agent Services • April 22nd, 2011 • John Hancock Hedged Equity & Income Fund

THIS AMENDMENT (this “Amendment”) dated October 18, 2010 to the Service Agreement for Transfer Agent Services dated June 1, 2002, as amended (the “Agreement”), is entered into between Mellon Investor Services LLC, a New Jersey limited liability company (“Mellon”), and John Hancock Premium Dividend Fund (previously known as John Hancock Patriot Premium Dividend Fund II), a Massachusetts Business Trust ( “Client”).

SERVICE AGREEMENT
Service Agreement • April 22nd, 2011 • John Hancock Hedged Equity & Income Fund • Massachusetts
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