JOHN HANCOCK CQS ASSET BACKED SECURITIES FUND SUBADVISORY AGREEMENT

APPOINTMENT OF SUBADVISER

SERVICES TO BE RENDERED BY THE SUBADVISER TO THE PORTFOLIO

buy, sell (including without limitation short sales), retain, convert, execute, exchange or otherwise deal in securities, borrow securities, make deposits, subscribe to issues and offers for sale of, and accept placings, underwritings and sub-underwritings, of any securities, effect transactions whether or not on any recognised market or exchange and whether or not frequently traded on any such market or exchange (including, without limitation, derivatives transactions, repurchase and reverse repurchase transactions, and securities lending transactions), negotiate, settle and sign on behalf of any of the Portfolio any documentation required to be so negotiated, settled or signed in connection with the execution of transactions in relation to the assets of the Portfolio and otherwise act as the Subadviser judges appropriate in relation to the management and investment of assets of the Portfolio;

obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Portfolio or are under consideration for inclusion in the Portfolio;

formulate and implement a continuous investment program for the Portfolio consistent with the Registration Statement;

manage required collateral levels in connection with the investment and reinvestment of the assets of the Portfolio. The Subadviser will provide instructions to the custodian for the Portfolio (the “Custodian”) to post collateral and to call for collateral from counterparties, as necessary, and will arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and other identifying information (including, but not limited to, CUSIP, SEDOL, or other numbers that identify the securities to be purchased or sold on behalf of the Portfolio) as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Portfolio. The Subadviser will provide reports with respect to its collateral management activities as requested by the Adviser;

regularly report to the Trustees of the Portfolio with respect to the implementation of these investment programs; and

provide assistance with and make recommendations for the fair value of securities held by the Portfolio for which market quotations are not readily available or which may be identified for review from time to time by either the Portfolio or the Subadviser.

The Subadviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the management of the investments of the Portfolio (excluding determination of net asset value and fund accounting services).

The Subadviser will select brokers, dealers, futures commission merchants and other counterparties to effect all transactions for the Portfolio, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments. The Subadviser will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicable. The Subadviser will always seek the most favorable possible price and best execution in the circumstances in all transactions. Subject to the foregoing, the Subadviser is directed at all times to seek to execute transactions for the Portfolio in accordance with its trading policies, as disclosed by the Subadviser to the Portfolio and/or the Adviser from time to time, but in all cases subject to policies and practices established by the Portfolio and described in the Registration Statement. Notwithstanding the foregoing, the Subadviser may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by

On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be fair and equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients and in accordance with the Subadviser’s Aggregation and Allocation Policy as disclosed by the Subadviser to the Portfolio and/or the Adviser from time to time.

The Subadviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act, and the Investment Advisers Act, and the rules thereunder.

The Subadviser shall vote all proxies relating to the Portfolio’s investment securities in accordance with the Portfolio’s proxy voting policies and procedures, which provide that the Subadviser shall vote all proxies relating to securities held by the Portfolio and, subject to the Portfolio’s policies and procedures, shall use proxy voting policies and procedures adopted by the Subadviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Subadviser shall review its proxy voting activities on a periodic basis with the Trustees.

The Subadviser shall act in compliance with all applicable laws, regulations and fiduciary duties relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or insider dealing while in possession of material non-public or inside information.

RESERVED

COMPENSATION OF SUBADVISER

LIABILITY OF SUBADVISER

CONFLICTS OF INTEREST

REGULATION

DURATION AND TERMINATION OF AGREEMENT

This Agreement shall become effective on the date first indicated above, subject to the condition that the Board, including a majority of those Trustees who are not interested persons (as such term is defined in the Investment Company Act) of the Adviser or the Subadviser, as well as the shareholder(s) of the Portfolio, shall have approved this Agreement in the manner required by the Investment Company Act. Unless terminated as provided herein, this Agreement shall remain in full force and effect through and including the second anniversary of the date first indicated above, and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance is specifically approved at least annually by (i) the Board, or by the vote of a majority of the

This Agreement may be terminated at any time, without the payment of any penalty, by the Board, by the vote of a majority of the outstanding voting securities of the Portfolio, on sixty days’ written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days’ written notice to the Portfolio and the other party.

This Agreement will automatically terminate, without the payment of any penalty (i) in the event of its assignment (as defined in the Investment Company Act); or (ii) in the event the Advisory Agreement between the Adviser and the Portfolio (the “Advisory Agreement”), terminates for any reason.

For the avoidance of doubt, the parties acknowledge and agree that their respective rights and obligations under clauses 4, 5, 8, 10, 12, 16, 17, 18 and 19 shall survive and continue in full force and effect after the termination of this Agreement under this clause 8 or the cessation of the Subadviser’s ability to act under this Agreement for any reason whatsoever.

Termination pursuant to this clause 8 shall be without prejudice to the completion of transactions already initiated by the Subadviser on behalf of the Portfolio and the Subadviser is hereby required to complete, as soon as practicable, all transactions initiated prior to such termination and pay for all additional expenses which it necessarily incurs as a result of the termination of its appointment pursuant to this Agreement and any losses necessarily realized in settling or concluding outstanding obligations of the Portfolio incurred by the Subadviser hereunder prior to such occurrence. The fees payable, and any expenses reimbursable, to the Subadviser pursuant to clause 4 of this Agreement shall continue to accrue during the period in which the Subadviser completes such transactions initiated prior to such termination.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER

the Subadviser fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;

the Subadviser is served or otherwise receives written notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio; and

any change in actual control or senior management of the Subadviser or any change in the portfolio managers of the Portfolio.

USE OF NAMES

AMENDMENTS TO THE AGREEMENT

ENTIRE AGREEMENT

HEADINGS

NOTICES

SEVERABILITY

COUNTERPARTS

GOVERNING LAW AND JURISDICTION

LIMITATION OF LIABILITY

CONFIDENTIALITY

Neither party shall disclose to any person not authorized by the applicable party to receive the same, any confidential information relating to such other party or to the affairs of such other party, including inter alia, any information regarding the Portfolio, trading in respect thereof, investment recommendations, this Agreement or advice given hereunder (except disclosures made in the normal course of trading and specifically required by the trade) (“Confidential Information”) of which the party disclosing the same shall have become possessed during the period of this Agreement. For the avoidance of doubt, Confidential Information includes all information of or pertaining to the Portfolio, the Adviser and any of its affiliates, whether stored on computer disk or as electronic media, to which the Subadviser is given access or otherwise obtains in the course of its provision of the services under this Agreement, including but not limited to the Portfolio’s holdings and shareholder information (which includes, without limitation, names, addresses, telephone numbers, account numbers, demographic, financial and transactional information).

Each party shall (except in the normal course of trading and limited to information specifically required by the trade) not disclose any Confidential Information provided that:

each party shall be entitled to disclose any Confidential Information where this is required by any law, regulation or rule to which that party or any of its members, officers or directors is subject or by any court or regulatory body of competent jurisdiction either before or after the termination of this Agreement, provided it has given the other party prior written notification (where permissible);

with the prior written consent of the Adviser and subject to the Portfolio’s “Policies and Procedures Regarding Disclosure of Portfolio Holdings”, the Subadviser shall be entitled to disclose to any administrator, depositary, custodian and any other counterparty or service provider to the Portfolio such information in relation to the Portfolio and the assets, capital and liabilities of the Portfolio as they may reasonably require in order to discharge their obligations or effect transactions with the Portfolio;

the Adviser shall be entitled to disclose Confidential Information to the Portfolio and to any administrator, depositary, custodian and any other counterparty or service provider to the Portfolio such information in relation to the Portfolio and the assets, capital and liabilities of the Portfolio as they may reasonably require in order to discharge their obligations under the Advisory Agreement and/or to discharge their obligations or effect transactions with the Portfolio; and

each party shall be entitled to disclose any Confidential Information required by its legal counsel, auditors and employees to provide their services (subject always to similar duties of confidentiality).

Each party shall (except in the normal course of trading and limited to information required for a specific trade) use its reasonable endeavours to prevent disclosure of any Confidential Information unless and until:

the other party has given its written consent to such disclosure;

such information is required to be disclosed to ensure compliance with any applicable laws or regulations; or

such information is already within the public domain due to reasons other than a breach of this Agreement.

The obligations of the parties pursuant to this clause 19 shall survive the termination of this Agreement or the termination, assignment or resignation of the Subadviser hereunder.

Subject to the ability of the parties hereto to defend lawsuits, enforce their respective rights hereunder, comply with legal requirements or governmental requests and fulfil their obligations to clients and investors, neither party shall do or commit any act, matter or thing which would prejudice or bring into disrepute in any manner the business or reputation of any other party or any member or director of any such party.

The Subadviser agrees to treat the Portfolio’s holdings as confidential information in accordance with the Portfolio’s “Policies and Procedures Regarding Disclosure of Portfolio Holdings” as such policy may be amended from time to time, and to prohibit its employees from disclosing or trading while in possession of any such confidential information.

CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS

other subadvisers to the Portfolio; and

other subadvisers to a portfolio under common control with the Portfolio.

COMPLIANCE

REPRESENTATIONS AND WARRANTIES

The Subadviser represents, warrants and agrees on a continuing basis the following:

it is duly registered as an investment adviser under the Investment Advisers Act;

it has the authority to enter into this Agreement; and

it is duly authorized and empowered to perform its duties and obligations hereunder and that the terms of this Agreement do not constitute a breach of any obligations by which the Subadviser is bound whether arising by contract, operation of law or otherwise.

The Adviser represents, warrants and agrees on a continuing basis the following:

it is duly registered as an investment adviser under the Investment Advisers Act;

it has the authority to enter into this Agreement;

it is duly authorized and empowered to perform its duties and obligations hereunder and that the terms of this Agreement do not constitute a breach of any obligations by which the Adviser is bound whether arising by contract, operation of law or otherwise;

it will notify the Subadviser, from time to time, of the amount available for investment on behalf of the Portfolio pursuant to this Agreement; and

it will supply, or procure for the Subadviser, a copy of the Registration Statement (and copies of all amendments thereto, promptly upon such amendment being made), the annual and semi-annual report of the Portfolio.

The Subadviser and the Adviser each represent and warrant that it will comply, and procure that its officers and employees which perform services in connection with this Agreement comply, with all applicable laws, rules and regulations relating to anti-bribery and corruption (“Anti-Corruption Laws”).

SERVICES TO OTHER CLIENTS

certain post investment decision, pre-acquisition due diligence expenses (“Pre-Acquisition Expenses”) as part of the cost of acquisition of certain investment opportunities for the Portfolio. (The following are examples (but not an exclusive list) of Pre-Acquisition Expenses: (a) legal fees (x) to prepare closing documents such as purchase and sale agreements for investments of the Portfolio (“Portfolio Investments”) and (y) related to regulatory due diligence or approvals involving issues such as tax, antitrust and industry specific ownership constraints such as those applicable to issuers in certain industries from time to time and (b) other professional fees such as investment banking and financial consulting fees. Pre-Acquisition Expenses would not include, however, research expenses relating to purchasing a Portfolio Investment or any expenses not deemed to be transaction-specific as determined by the Subadviser in consultation with the Adviser; and

certain post investment expenditures to protect or enhance an investment or to pursue other claims or legal action on behalf of the Portfolio to the extent that such Expenses referred to in this clause (ii) could be properly treated as capitalized transaction costs or, as realized losses or operating expenses of the Portfolio, as applicable, in accordance with US GAAP. Expenses may include, for example, litigation expenses, shareholder activism expenses, bank lender syndicate expenses, private transaction expenses, and bank debt expenses.

the Expense for which reimbursement is requested represent Expenses incurred by the Subadviser for services rendered by one or more entities that are unaffiliated with the Subadviser;

the request for payment does not exceed the actual Expenses attributable to the Portfolio based on its proportionate holdings of the relevant securities relative to all of such securities held by accounts advised by the Subadviser; and

in the opinion of the Subadviser, the Expenses incurred were reasonable in relation to the services rendered.