JOHN HANCOCK TRUST MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED

▇▇▇▇ ▇▇▇▇▇▇▇ TRUST

MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED

     AMENDMENT made as of this 27^th day of June 2008 to the Subadvisory Agreement dated May 1, 2003, as amended (the “Amendment”), between ▇▇▇▇ ▇▇▇▇▇▇▇ 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:

1. CHANGE IN APPENDIX A

     Appendix A of the Agreement, “Compensation of Subadviser”, is hereby amended to add the following Portfolio:

     American Diversified Growth & Income Trust

     Appendix A of the Agreement, “Compensation of Subadviser”, is hereby amended to decrease the compensation for the following Portfolios:

American Fundamental Holdings Trust
American Global Diversification Trust

Collectively, each of the funds listed above are referred to as the “Portfolios.”

2. EFFECTIVE DATE

     This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust (the “Trust”) and (ii) execution of the Amendment.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

APPENDIX A

     The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the “Subadviser Fee”):

						Excess Over
		First $500 Million				$500 Million of
Portfolio		of Aggregate Net Assets*				Aggregate Net Assets*
500 Index Trust

						Excess Over
Portfolio		First $500 Million				$500 Million
500 Index Trust B

Excess Over

Portfolio

First $250 Million

Next $250 Million

$500 Million

Absolute Return Trust

Portfolio		All Asset Levels
Active Bond Trust

Next $250 Million

Excess Over

First $250 Million

of Aggregate Net

$500 Million of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

American Fundamental Holdings Trust

Next $250 Million

Excess Over

First $250 Million

of Aggregate Net

$500 Million of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

American Global Diversification Trust

Next $250 Million

Excess Over

First $250 Million

of Aggregate Net

$500 Million of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

American Diversification Growth & Income Trust

				Next $500 Million		Excess Over
		First $2.5 Million		of Aggregate Net		$500 Million of
Portfolio		of Aggregate Net Assets*		Assets*		Aggregate Net Assets*
Franklin ▇▇▇▇▇▇▇▇▇ Founding Allocation Trust

Portfolio		All Asset Levels
Index Allocation Trust

Next $6 Billion

Excess Over

First $1.5 Billion

of Aggregate Net

$7.5 Billion of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

Lifecycle Portfolios

Next $6 Billion

Excess Over

First $1.5 Billion

of Aggregate Net

$7.5 Billion of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

Lifestyle Portfolios

Next $250 Million

Excess Over

First $250 Million

of Aggregate Net

$500 Million of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

Mid Cap Index Trust

						Excess Over
		First $500 Million				$500 Million of
Portfolio		of Aggregate Net Assets*				Aggregate Net Assets*
Money Market Trust

						Excess Over
Portfolio		First $500 Million				$500 Million
Money Market Trust B

						Excess Over
		First $2.5 billion				$2.5 billion of
Portfolio		of Aggregate Net Assets*				Aggregate Net Assets*
Optimized All Cap Trust

Next $500 Million

Excess Over

First $500 Million

of Aggregate Net

$1 Billion of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

Optimized Value Trust

						Excess Over
		First $500 Million				$500 Million of
Portfolio		of Aggregate Net Assets*				Aggregate Net Assets*
Pacific Rim Trust

Next $250 Million

Excess Over

First $250 Million

of Aggregate Net

$500 Million of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

Small Cap Index Trust

						Excess Over
		First $1 Billion				$1 Billion of
Portfolio		of Aggregate Net Assets*				Aggregate Net Assets*
Small Cap Intrinsic Value Trust

Next $250 Million

Excess Over

First $250 Million

of Aggregate Net

$500 Million of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

Total Stock Market Index Trust

Trust Portfolio(s)		Other Portfolio(s)
500 Index Trust		Index 500 Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
500 Index Trust B		N/A
Absolute Return Trust		Absolute Return Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Active Bond Trust		N/A
American Fundamental Holdings Trust		American Global Diversification Trust
		American Diversification Growth & Income Trust,

Trust Portfolio(s)		Other Portfolio(s)
		each a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust
		American Global Diversification Fund
		American Diversification Growth & Income Fund,
		American Fundamental Holdings Fund
		each a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
American Global Diversification Trust		American Fundamental Holdings Trust
		American Diversification Growth & Income Trust,
		each a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust
		American Global Diversification Fund
		American Diversification Growth & Income Fund,
		American Fundamental Holdings Fund
		each a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
American Diversification Growth &		American Fundamental Holdings Trust
Income Trust		American Global Diversification Trust,
		each a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust
		American Global Diversification Fund
		American Diversification Growth & Income Fund,
		American Fundamental Holdings Fund
		each a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Index Allocation Trust		N/A
Franklin ▇▇▇▇▇▇▇▇▇ Founding Allocation Trust		N/A
Lifecycle Portfolios		Lifecycle 2010 Portfolio, Lifecycle 2015 Portfolio,
		Lifecycle 2020 Portfolio, Lifecycle 2025 Portfolio,
		Lifecycle 2030 Portfolio, Lifecycle 2035 Portfolio,
		Lifecycle 2040 Portfolio, Lifecycle 2045 Portfolio,
		Lifecycle 2050 Portfolio, Lifecycle Retirement Portfolio,
		collectively referred to as the Lifecycle Trusts, each a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Lifestyle Trusts		Lifestyle Aggressive Fund, Lifestyle Balanced Fund,
		Lifestyle Conservative Fund, Lifestyle Growth Fund,
		Lifestyle Moderate Fund, collectively referred to as the Lifestyle Funds, each a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Mid Cap Index Trust		Mid Cap Index, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Money Market Trust		Money Market Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Money Market Trust B		N/A
Pacific Rim Trust		Pacific Rim Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Optimized All Cap Trust		Optimized All Cap Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Optimized Value Trust		Optimized Value Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Small Cap Index Trust		Small Cap Index Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Small Cap Intrinsic Value Trust		Small Cap Intrinsic Value Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Total Stock Market Index Trust		Total Stock Market Index Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II

     The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to the quotient of (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

     If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.