JOHN HANCOCK FUNDS III

AMENDMENT TO ADVISORY AGREEMENT

     AMENDMENT made this 1^st day of June 2010 to the Advisory Agreement dated July 1, 2009 (the “Agreement”), 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:

1. CHANGE IN APPENDIX A

     Appendix A of the Agreement, which relates to Section 4 of the Agreement, “Compensation of Adviser,” is hereby amended and restated to add the following series of the Trust, as shown in Appendix A hereto:

John Hancock Disciplined Value Mid Cap Fund

     And, is hereby amended and restated to remove the aggregation of net assets with the following John Hancock Trust series:

John Hancock Growth Opportunities Trust
John Hancock International Growth Trust
John Hancock Value Opportunities Trust

2. EFFECTIVE DATE

     This Amendment shall become effective as of date first mentioned above.

3. DEFINED TERMS

     Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

4. OTHER TERMS OF THE AGREEMENT

     Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.

JOHN HANCOCK FUNDS III,
on behalf of its series listed in Appendix A to this Amendment
By:	/s/ Keith F. Hartstein Keith F. Hartstein
	President and Chief Executive Officer
JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC
By:	/s/ Bruce Speca Bruce Speca
	Executive Vice President and Chief Investment Officer

APPENDIX A

	First			Next			Excess over
	$2.5 billion			$2.5 billion			$5 billion
Fund	of Net Assets			of Net Assets			of Net Assets
John Hancock Classic Value Mega Cap Fund		0.790	%		0.780	%		0.770	%

First

Next

Next

Next

Excess over

$500 million

$500 million

$500 million

$1 billion

$2.5 billion

of Net

of Net

of Net

of Net

of Net

Fund

Assets

Assets

Assets

Assets

Assets

John Hancock Disciplined Value Fund

0.750

%

0.725

%

0.700

%

0.675

%

0.650

%

First

Next

Next

Next

Excess over

$500 million

$500 million

$500 million

$1 billion

$2.5 billion

Fund

of Net Assets

of Net Assets

of Net Assets

of Net Assets

of Net Assets

John Hancock Disciplined Value Mid Cap Fund

0.800

%

0.775

%

0.750

%

0.725

%

0.700

%

	First			Next			Excess over
	$500 million			$500 million			$1 billion
Fund	of Net Assets			of Net Assets			of Net Assets
John Hancock Global Shareholder Yield Fund		0.875	%		0.850	%		0.800	%

First

Next

Next

Excess Over

$500 million

$500 million

$1.5 billion

$2.5 billion

Fund

of Net Assets

of Net Assets

of Net Assets

of Net Assets

John Hancock Growth Opportunities Fund

0.800

%

0.780

%

0.770

%

0.760

%

First

Next

$100

$900

Excess

million

million

Next

Next

Next

over

of

of

$1 billion

$1 billion

$1 billion

$4 billion

Aggregate

Aggregate

of

of

of

of

Fund

Net Assets

Net Assets

Aggregate Net Assets

Aggregate Net Assets

Aggregate Net Assets

Aggregate Net Assets

John Hancock International Core Fund1

0.920

%

0.895

%

0.880

%

0.850

%

0.825

%

0.800

%

¹ For purposes of determining Aggregate Net Assets, the net assets of: the International Core Fund, a series of John Hancock Funds III and the International Core Trust, a series of John Hancock Trust, are included.

First

Next

Excess

$100

$900

Next

Next

Next

over

million

million

$1 billion

$1 billion

$1 billion

$4 billion

of

of

of

of

of

of

Net

Net

Net

Net

Net

Net

Fund

Assets

Assets

Assets

Assets

Assets

Assets

John Hancock International Growth Fund

0.920

%

0.895

%

0.880

%

0.850

%

0.825

%

0.800

%

A-1

	First			Next			Over
	$500 million			$500 million			$1 billion
Fund	of Net Assets			of Net Assets			of Net Assets
John Hancock Leveraged Companies Fund		0.750	%		0.725	%		0.700	%

	First			Next			Over
	$3 billion			$3 billion			$6 billion
	of Aggregate			of Aggregate			of Aggregate
Fund	Net Assets			Net Assets			Net Assets
John Hancock Rainier Growth Fund1		0.750	%		0.725	%		0.700	%

¹ For purposes of determining Aggregate Net Assets, the net assets of the Growth Equity Trust, a series of John Hancock Trust, and the John Hancock Rainier Growth Fund, a series of John Hancock Funds III are included.

	First			Over
	$1 billion			$1 billion
Fund	of Net Assets			of Net Assets
John Hancock Small Cap Opportunities Fund		0.900	%		0.850	%

	First			Next			Excess over
	$500 million			$500 million			$1 billion
Fund	of Net Assets			of Net Assets			of Net Assets
John Hancock Small Company Fund		0.900	%		0.850	%		0.800	%

First

Next

Next

Next

Excess over

$500 million

$500 million

$1 billion

$1 billion

$3 billion

of Net

of Net

of Net

of Net

of Net

Fund

Assets

Assets

Assets

Assets

Assets

John Hancock U.S. Core Fund

0.780

%

0.760

%

0.750

%

0.740

%

0.720

%

First

Next

Next

Excess Over

$500 million

$500 million

$1.5 billion

$2.5 billion

Fund

of Net Assets

of Net Assets

of Net Assets

of Net Assets

John Hancock Value Opportunities Fund

0.800

%

0.780

%

0.770

%

0.760

%

A-2

John Hancock International Allocation Portfolio

(the “Fund”)

The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to the Fund, a fee as follows (the “Adviser Fee”).

The Adviser Fee has two components: (a) a fee on assets invested in funds of John Hancock Funds II and John Hancock Funds III (“Fund Assets”) and (b) a fee on assets not invested in Fund Assets (“Other Assets”).

The fee on Fund Assets is stated as an annual percentage of the current value of the net assets of the Fund determined in accordance with the following schedule and that rate is applied to the Fund Assets of the Fund.

Fee Table for Fund Assets

First			Excess over
$500 million			$500 million
of Net Assets			of Net Assets
	0.050	%		0.040	%

The fee on Other Assets is stated as an annual percentage of the current value of the net assets of the Fund determined in accordance with the following schedule and that rate is applied to the Other Assets of the Fund.

Fee Table for Other Assets

First			Excess over
$500 million			$500 million
of Net Assets			of Net Assets
	0.500	%		0.490	%

     For purposes of determining Net Assets of the Fund and calculating the fee on Fund Assets and the fee on Other Assets, the net assets of the Fund, the net assets of the Fund invested in Funds Assets and the net assets of the Fund invested in Other Assets are determined as of the close of business on the previous business day of the Trust.

     The fee on Fund Assets for the Fund shall be based on the applicable annual Fund Assets fee rate for the Fund which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the Fee Table for Funds Assets to the applicable portion of Net Assets of Fund divided by (ii) Net Assets of Fund (the “Applicable Annual Affiliated Funds Fee Rate”).

     The fee on Other Assets for the Fund shall be based on the applicable annual Other Assets fee rate for the Fund which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the Fee Table for Other Assets to the applicable portions of Net Assets of the Fund divided by (ii) Net Assets of the Fund (the “Applicable Annual Other Assets Fee Rate”).

A-3