0001010521-10-000195 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • May 27th, 2010 • John Hancock Funds III • Massachusetts

This Agreement and Plan of Reorganization (“Agreement”) is made as of December 10, 2009, by and between The Advisors’ Inner Circle Fund, a Massachusetts business trust (the “Acquired Fund Trust”), on behalf of its series, FMA Small Company Portfolio (the “Acquired Fund”), and John Hancock Funds III, a Massachusetts business trust (the “Acquiring Fund Trust”), on behalf of its series John Hancock Small Company Fund (the “Acquiring Fund” and together with the Acquired Fund, the “Funds” or individually, each a “Fund”).

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JOHN HANCOCK FUNDS III AMENDMENT TO ADVISORY AGREEMENT
John Hancock Funds Iii • May 27th, 2010 • John Hancock Funds III

AMENDMENT made this 8th day of December, 2009, to the Advisory Agreement dated July 1, 2009, 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:

JOHN HANCOCK FUNDS III SUBADVISORY AGREEMENT
John Hancock Funds Iii • May 27th, 2010 • John Hancock Funds III • Massachusetts

AGREEMENT made this 23rd day of November 2009, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and Fiduciary Management Associates, LLC, a Delaware limited liability company (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

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