0001010521-09-000481 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • May 29th, 2009 • John Hancock Funds III • Massachusetts

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of October 1, 2008, by and between John Hancock Growth Trends Fund (the “Acquired Fund”), a series of John Hancock Equity Trust (the “Acquired Fund Trust”), a Massachusetts business trust, and John Hancock Rainier Growth Fund (the “Acquiring Fund”), a series of John Hancock Funds III (the “Acquiring Fund Trust”), a Massachusetts business trust.

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JOHN HANCOCK FUNDS III SUBADVISORY AGREEMENT
John Hancock Funds Iii Subadvisory Agreement • May 29th, 2009 • John Hancock Funds III • Massachusetts

AGREEMENT made this 11th day of March, 2008, 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 SUBADVISORY AGREEMENT
John Hancock Funds Iii Subadvisory Agreement • May 29th, 2009 • John Hancock Funds III • Massachusetts

AGREEMENT made this 9th day of September 2008, 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:

AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • May 29th, 2009 • John Hancock Funds III

AMENDMENT made this 4th day of December, 2007, to the Advisory Agreement dated September 21, 2005, as amended, between John Hancock Funds III, a Massachusetts business trust (the “Trust”), and John Hancock Investment Management Services, LLC, a Delaware limited liability company (“JHIMS” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

JOHN HANCOCK FUNDS III AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • May 29th, 2009 • John Hancock Funds III

AMENDMENT made this 9th day of September 2008, to the Advisory Agreement dated September 21, 2005, as amended, between John Hancock Funds III, a Massachusetts business trust (the “Trust”), and John Hancock Investment Management Services, LLC, a Delaware limited liability company (“JHIMS” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • May 29th, 2009 • John Hancock Funds III

AMENDMENT made this 11th day of March, 2008, to the Advisory Agreement dated September 21, 2005, as amended, between John Hancock Funds III, a Massachusetts business trust (the “Trust”), and John Hancock Investment Management Services, LLC, a Delaware limited liability company (“JHIMS” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

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