0000950135-09-000965 Sample Contracts

MANUFACTURERS INVESTMENT TRUST SUBADVISORY AGREEMENT
Manufacturers Investment Trust Subadvisory Agreement • February 13th, 2009 • John Hancock Trust • Massachusetts

AGREEMENT made this 30th day of April, 2003, between Manufacturers Securities Services, LLC, a Delaware limited liability company (the “Adviser”), and UBS Global Asset Management (Americas) Inc., a Delaware Corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

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JOHN HANCOCK TRUST SUBADVISORY AGREEMENT
John Hancock Trust • February 13th, 2009 • John Hancock Trust • Massachusetts

AGREEMENT made this 28th day of April, 2008, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and Rainier Investment Management Inc., a Delaware corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO SUBADVISORY AGREEMENT T. ROWE PRICE ASSOCIATES, INC.
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 30th day of April, 2001 to the Subadvisory Agreement dated January 28, 1999 (the “Agreement”), between Manufacturers Securities Services, LLC, a Delaware limited liability company (formerly, NASL Financial Services, Inc.) (the “Adviser”), and T. Rowe Price Associates, Inc., a Maryland corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

SUBADVISORY AGREEMENT JOHN HANCOCK TRUST — INTERNATIONAL VALUE TRUST
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust • Florida

This SUBADVISORY AGREEMENT made as of December 14, 2007 (this “Agreement”) by and between TEMPLETON INVESTMENT COUNSEL, LLC, a Delaware limited liability company (“TIC”) and TEMPLETON GLOBAL ADVISORS LIMITED (“TGAL”), a Bahamian corporation located in Nassau.

JOHN HANCOCK TRUST SUBADVISORY AGREEMENT
John Hancock Trust Subadvisory Agreement • February 13th, 2009 • John Hancock Trust • Massachusetts

AGREEMENT made this 14th day of December, 2007, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and Marsico Capital Management, LLC, a Delaware limited liability company (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

JOHN HANCOCK TRUST SUBADVISORY AGREEMENT
John Hancock Trust Subadvisory Agreement • February 13th, 2009 • John Hancock Trust • Massachusetts

AGREEMENT made this 26th day of September, 2008, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and Frontier Capital Management Co., LLC (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO SUBADVISORY AGREEMENT MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 17th day of October, 2005 to the Subadvisory Agreement dated May 1, 2003, as amended (the “Agreement”), between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited liability company (the “Adviser”), and MFC Global Investment Management (U.S.A.) Limited, a Canadian corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

Master Custodian acreement
Master Custodian • February 13th, 2009 • John Hancock Trust • Massachusetts

and confidential proprietary property of State Street and its relevant licensors and third-party vendors (the “Proprietary Information”). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.

AMENDMENT TO SUBADVISORY AGREEMENT MASSACHUSETTS FINANCIAL SERVICES COMPANY
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 17th day of October, 2005 to the Subadvisory Agreement dated April 30 , 2001, as amended (the “Agreement”), between John Hancock Investment Management Services, LLC (formerly, “Manufacturers Securities Services, LLC”), a Delaware limited liability company (the “Adviser”), and Massachusetts Financial Services Company, a Delaware corporation. (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO SUBADVISORY AGREEMENT DECLARATION MANAGEMENT & RESEARCH LLC
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 17th day of October, 2005 to the Subadvisory Agreement dated April 29, 2005 (the “Agreement”), between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited liability company (the “Adviser”), and Declaration Management & Research LLC, a Delaware limited liability company (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

MANUFACTURERS INVESTMENT TRUST SUBADVISORY AGREEMENT
Manufacturers Investment Trust Subadvisory Agreement • February 13th, 2009 • John Hancock Trust • Massachusetts

AGREEMENT made this 1st day of May, 2004, between Manufacturers Securities Services, LLC, a Delaware limited liability company (the “Adviser”), and American Century Investment Management, Inc., a Delaware corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

MANUFACTURERS INVESTMENT TRUST SUBADVISORY AGREEMENT
Manufacturers Investment Trust Subadvisory Agreement • February 13th, 2009 • John Hancock Trust • Massachusetts

AGREEMENT made this 28th day of January, 1999, between Manufacturers Securities Services, LLC, a Delaware limited liability company (the “Adviser”), and T. Rowe Price Associates, Inc., a Maryland Corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO John Hancock Trust AMENDED AND RESTATED SUBADVISORY CONSULTING AGREEMENT DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
Consulting Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 26TH day of December, 2007 to the Amended and Restated Subadvisory Consulting Agreement dated April 30, 2004 (the “Agreement”) among John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited liability company (the “Adviser”), MFC Global Investment Management (U.S.A.) Limited, a Canadian Corporation (the “Subadviser”) and Deutsche Investment Management Americas Inc., a Delaware corporation (the “Deutsche”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO SUBADVISORY AGREEMENT MANUFACTURERS ADVISER CORPORATION
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 30th day of December, 2001 to the Subadvisory Agreement dated January 28, 1999 (the “Agreement”), between Manufacturer’s Securities Services, LLC, a Delaware limited partnership (the “Adviser”), and A I M Capital Management, Inc., (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 30th day of December, 2001 to the Subadvisory Agreement dated May 5, 2000 as amended (the “Agreement”), between Manufacturer’s Securities Services, LLC, a Delaware limited partnership (the “Adviser”), and Pacific Investment Management Company LLC (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO SUBADVISORY AGREEMENT T. Rowe Price Associates, Inc.
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 28th day of April, 2008 to the Subadvisory Agreement dated January 28, 1999, as amended (the “Agreement”), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and T. Rowe Price Associates, Inc., a Maryland Corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

Amendment To Subadvisory Agreement
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

This Amendment to the Subadvisory Agreement (the “Amendment”) is entered into this 28th day of April, 2008, by and between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”) and Pacific Investment Management Company LLC, a Delaware limited liability company (the “Subadviser”), with reference to the following facts:

JOHN HANCOCK TRUST AMENDMENT TO SUBADVISORY AGREEMENT Invesco Aim Capital Management, Inc.
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 19th day of June, 2008 to the Subadvisory Agreement dated January 28, 1999 (the “Agreement”), as amended, between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the “Adviser”), and A I M Capital Management, Inc., (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO SUBADVISORY AGREEMENT JENNISON ASSOCIATES LLC
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 17th day of October, 2005 to the Subadvisory Agreement dated November 1, 2001 (the “Agreement”), between John Hancock Investment Management Services, LLC, (formerly, Manufacturers Securities Services, LLC)., a Delaware limited liability company (the “Adviser”), and Jennison Associates LLC, a Delaware limited liability company (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

JOHN HANCOCK TRUST MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
John Hancock Trust • February 13th, 2009

AMENDMENT made as of this day of 2009 to the Subadvisory Agreement dated May 1, 2003, as amended (the “Amendment”), between John Hancock Investment Management Services, LLC , a Delaware limited liability company (the “Adviser”), and MFC Global Investment Management (U.S.A.) Limited, a Canadian corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

John Hancock Trust AMENDMENT TO SUBADVISORY AGREEMENT T. Rowe Price Associates, Inc.
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this day of March, 2009 to the Subadvisory Agreement dated January 28, 1999, as amended (the “Agreement”), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and T. Rowe Price Associates, Inc., a Maryland Corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO SUBADVISORY AGREEMENT MORGAN STANLEY INVESTMENT MANAGEMENT INC.
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 17th day of October, 2005 to the Subadvisory Agreement dated December 31, 1996, as amended (the “Agreement”), between John Hancock Investment Management Services, LLC (formerly, “Manufacturers Securities Services, LLC”), a Delaware limited liability company (the “Adviser”), and Morgan Stanley Investment Management Inc. (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

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JOHN HANCOCK TRUST MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
John Hancock Trust • February 13th, 2009

AMENDMENT made as of this 27th day of June 2008 to the Subadvisory Agreement dated May 1, 2003, as amended (the “Amendment”), between John Hancock Investment Management Services, LLC , a Delaware limited liability company (the “Adviser”), and MFC Global Investment Management (U.S.A.) Limited, a Canadian corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO THE AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made this 1st day of October, 2007 to the Participation Agreement (the “Agreement”), dated July 1, 2003 and amended and restated on May 1, 2004, April 20, 2005 and March 26, 2007, and further amended on September 29, 2007, 2007 by and among JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)), a stock life insurance company existing under the laws of Michigan (“Manulife USA”), JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK (formerly, The Manufacturers Life Insurance Company of New York, a stock life insurance company organized under the laws of New York (“Manulife New York”)), JOHN HANCOCK LIFE INSURANCE COMPANY (“John Hancock”) and JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY (“John Hancock Life”) (Manulife USA, Manulife New York, John Hancock and John Hancock Life are each referred to herein as a “Company” and collectively as the “Companies”), each on behalf of itself and its variable annuity and variable life insurance

MANUFACTURERS INVESTMENT TRUST SUBADVISORY AGREEMENT
Manufacturers Investment Trust Subadvisory Agreement • February 13th, 2009 • John Hancock Trust • Massachusetts

AGREEMENT made this 1st day of May, 2003, between Manufacturers Securities Services, LLC, a Delaware limited partnership (the “Adviser”), and MFC Global Investment Management (U.S.A.) Limited, a Canadian Corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

MANUFACTURERS INVESTMENT TRUST SUBADVISORY AGREEMENT
Manufacturers Investment Trust Subadvisory Agreement • February 13th, 2009 • John Hancock Trust • Massachusetts

AGREEMENT made this 1st day of November, 2000, between Manufacturers Securities Services, LLC, a Delaware limited liability company (the “Adviser”), and Jennison Associates LLC, a Delaware limited liability company (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

MANUFACTURERS INVESTMENT TRUST SUBADVISORY AGREEMENT
Manufacturers Investment Trust Subadvisory Agreement • February 13th, 2009 • John Hancock Trust • Massachusetts

AGREEMENT made this 29th day of January 1999, between Manufacturers Securities Services, LLC, a Delaware limited liability (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:

JOHN HANCOCK TRUST AMENDMENT TO SUBADVISORY AGREEMENT
John Hancock Trust • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 29th of December 2008 to the Subadvisory Agreement dated April 28, 2006 as amended (the “Agreement”), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and MFC Global Investment Management (U.S.), LLC (formerly, Sovereign Asset Management, LLC), a Delaware Limited Liability Company (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 1st day of May, 2003 to the Subadvisory Agreement dated January 29, 1999 as amended (the “Agreement”), between Manufacturer’s Securities Services, LLC, a Delaware limited partnership (the “Adviser”), and Welllington Management Company, LLP, a Massachusetts limited liability partnership (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • February 13th, 2009 • John Hancock Trust • California

THIS AGREEMENT is entered into as of the 9th day of November, 2007, among John Hancock Life Insurance Company (U.S.A.) (“John Hancock U.S.A.”) and John Hancock Life Insurance Company of New York “(“John Hancock New York”), John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company (collectively, “John Hancock”), (on behalf of themselves and certain of their separate accounts); John Hancock Investment Management Services, LLC (“JHIMS”), John Hancock Trust (“JHT”), an open-end management investment company organized under the laws of the Commonwealth of Massachusetts and together with JHIMS and John Hancock having a business address of 601 Congress Street, Boston, Massachusetts 02210; American Funds Insurance Series (the “Series”), an open-end management investment company organized under the laws of the Commonwealth of Massachusetts; and Capital Research and Management Company (“CRMC”), a corporation organized under the laws of the State of Delaware, and having

AMENDMENT TO SUBADVISORY AGREEMENT LORD, ABBETT & CO. LLC
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 17th day of October, 2005 to the Subadvisory Agreement dated April 30, 2001, as amended (the “Agreement”), between Manufacturers Securities Services, LLC, a Delaware limited liability company (the “Adviser”), and Lord, Abbett & Co. LLC, a Delaware limited liability company (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO SUBADVISORY AGREEMENT DAVIS SELECTED ADVISERS, L.P.
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 19th day of December, 2008 to the Subadvisory Agreement dated April 30, 2001 (the “Agreement”), between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited liability company (the “Adviser”), and Davis Selected Advisers, L.P., a Colorado limited partnership (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

JOHN HANCOCK TRUST SUBADVISORY AGREEMENT
John Hancock Trust Subadvisory Agreement • February 13th, 2009 • John Hancock Trust • Massachusetts

AGREEMENT made this 29th day of April, 2005, between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited liability company (the “Adviser”), and SSgA Fund Management, Inc., a Massachusetts corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO SUBADVISORY AGREEMENT MFC Global Investment Management (U.S.A.) Limited
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 29th day of April 2005 to the Subadvisory Agreement dated May 1, 2003 (the “Agreement”), between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited partnership (the “Adviser”), and MFC Global Investment Management (U.S.A.) Limited, a Canadian corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO SUBADVISORY AGREEMENT WELLINGTON MANAGEMENT COMPANY, LLP
Subadvisory Agreement • February 13th, 2009 • John Hancock Trust

AMENDMENT made as of this 26th day of September, 2008 to the Subadvisory Agreement dated January 29, 1999 as amended (the “Agreement”), between John Hancock Investment Management Services, 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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