JOHN HANCOCK CAPITAL SERIES on behalf of John Hancock Classic Value Fund AMENDMENT TO INVESTMENT MANAGEMENT CONTRACT

 

▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL SERIES

on behalf of ▇▇▇▇ ▇▇▇▇▇▇▇ Classic Value Fund

 

AMENDMENT TO INVESTMENT MANAGEMENT CONTRACT

 

AMENDMENT made this 1^st day of June, 2013 to the Investment Management Contract dated November 8, 2002, as amended (the “Agreement”), between ▇▇▇▇ ▇▇▇▇▇▇▇ Capital Series, a Massachusetts business trust, on behalf of its series ▇▇▇▇ ▇▇▇▇▇▇▇ Classic Value Fund (the “Fund”), and ▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, LLC, a Delaware limited liability company. In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1.

CHANGE IN SECTION 4 - COMPENSATION OF THE ADVISER

 

Section 4 of the Agreement, “COMPENSATION OF THE ADVISER,” is hereby amended to reflect the following fee schedule for the Fund:

 

Fund		First $2.5 billion of Average Daily Net Assets				Next $2.5 billion of Average Daily Net Assets				Excess over $5 billion of Average Daily Net Assets
▇▇▇▇ ▇▇▇▇▇▇▇ Classic Value Fund			0.750	%			0.740	%			0.730	%

 

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.

 

 

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.

 

▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL SERIES
on behalf of ▇▇▇▇ ▇▇▇▇▇▇▇ Classic Value Fund
By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
	▇▇▇▇ ▇▇▇▇▇▇▇▇
	President
▇▇▇▇ ▇▇▇▇▇▇▇ ADVISERS, LLC
By:	/s/ ▇▇▇ ▇▇▇▇▇▇▇
	▇▇▇ ▇▇▇▇▇▇▇
	Senior Vice President and Chief Investment Officer