SUBADVISORY AGREEMENT JOHN HANCOCK TRUST — INTERNATIONAL VALUE TRUST

SUBADVISORY AGREEMENT

▇▇▇▇ ▇▇▇▇▇▇▇ TRUST — INTERNATIONAL VALUE TRUST

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

WITNESSETH

     WHEREAS, TIC and TGAL are each registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and are engaged in the business of supplying investment management services, each as an independent contractor; and

     WHEREAS, TIC and TGAL are affiliates and are under common control and management; and

     WHEREAS, TIC, pursuant to a Subadvisory Agreement with ▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT SERVICES, LLC (formerly, Manufacturer’s Securities Services, LLC) (the “Client”) dated the 1^st day of February, 1999 and amended as of the 29^th day of April, 2005 (the “Investment Subadvisory Agreement”), has been retained to render investment advisory services with respect to certain assets of the International Value Trust, which is a separate series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust (the “Account”); and

     WHEREAS, E. ▇▇▇▇▇▇ ▇▇▇▇▇, a portfolio manager for the Account, has relocated to Nassau, Bahamas and is employed by TGAL, and TIC wishes to enter into this agreement with TGAL to enable ▇▇. ▇▇▇▇▇ to continue to perform his responsibilities as a portfolio manager of the Account during his employment with TGAL; and

     WHEREAS, E. ▇▇▇▇▇▇ ▇▇▇▇▇ continues to serve as an officer of TIC, but performs investment advisory services as an employee of TGAL.

     NOW, THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties hereto, intending to be legally bound hereby, mutually agree as follows:

     1. TIC hereby retains TGAL, and TGAL hereby accepts such engagement, to furnish certain investment advisory services with respect to the assets of the Account, as more fully set forth herein.

          (a) Subject to the overall policies, control, direction and review of the Client and to the instructions and supervision of TIC, TGAL agrees to provide certain investment advisory services with respect to securities and investments and cash equivalents in the Account. TIC will continue to have full responsibility for all investment advisory services provided to the Account. TIC acknowledges that the only

services that TGAL will provide under this agreement are the portfolio management services of E. ▇▇▇▇▇▇ ▇▇▇▇▇ while he remains employed by TGAL.

          (b) Both TGAL and TIC may place all purchase and sale orders on behalf of the Account. The placement of these orders will take place in the State of Florida or in Nassau.

          (c) Unless otherwise instructed by TIC or the Client, and subject to the provisions of this Agreement and to any guidelines or limitations specified from time to time by TIC or by the Client, TGAL shall report daily all transactions effected by TGAL on behalf of the Account to TIC and to other entities as reasonably directed by TIC or the Client.

          (d) For the term of this Agreement, TGAL shall provide TIC with a report of its activities hereunder on behalf of the Account and its proposed strategy as TIC may reasonably request from time to time, all in such form and detail as requested by TIC. E. ▇▇▇▇▇▇ ▇▇▇▇▇ shall also be available to respond to inquiries from TIC or the Client as either may reasonably request.

          (e) In performing its services under this Agreement, TGAL shall adhere to the Account’s investment guidelines (as described in the Investment Subadvisory Agreement and the disclosure documents of the Account), as may be amended from time to time, and shall comply with the provisions of the Advisers Act and the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder in all material respects.

          (f) In carrying out its duties hereunder, TGAL shall comply with all reasonable instructions of the Account or TIC in connection therewith. Such instructions may be given by letter, telex, telefax or telephone confirmed by telex, by TIC, the Client or by any other person authorized by the Client, provided a certification of such authorization has been supplied to TGAL.

     2. In performing the services described above, TGAL shall use its best efforts to obtain for the Account the most favorable price and execution available. Subject to prior authorization of appropriate policies and procedures by the Client, TGAL may, to the extent authorized by law and in accordance with the terms of the Investment Subadvisory Agreement, cause the Account to pay a broker who provides brokerage and research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction, in recognition of the brokerage and research services that such broker provides, viewed in terms of either the particular transaction or TGAL’s overall responsibilities with respect to accounts managed by TGAL. TGAL may use for the benefit of its other clients, or make available to companies affiliated with TGAL or to its Directors for the benefit of TGAL’s clients, any such brokerage and research services that TGAL obtains from brokers or dealers. To the extent authorized by applicable law, TGAL shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action.

     3. (a) TIC shall pay to TGAL a fee equal to 60% of the advisory fee paid to TIC under the Investment Subadvisory Agreement, which fee shall be payable in the U.S. dollars, on the first business day of each calendar quarter as compensation for the services to be rendered and obligations assumed by TGAL during the preceding quarter. The advisory fee under this Agreement shall be payable on the first business day of the first calendar quarter following the effective day of this Agreement and shall be reduced by the amount of any advance payments made by TIC relating to the previous quarter.

          (b) If this Agreement is terminated prior to the end of any calendar quarter, the quarterly fee shall be prorated for the portion of any quarter in which this Agreement is in effect which is not a complete quarter according to the proportion which the number of calendar days in the quarter during which the Agreement is in effect bears to the total number of calendar days in the quarter, and shall be payable within 10 days after the date of termination.

     4. It is understood that the services provided by TGAL are not to be deemed exclusive. TIC acknowledges that TGAL may have investment responsibilities, render investment advice, or perform other investment advisory services to other investment clients, which may invest in the same type of securities as the Account (collectively, “TGAL Advisory Clients”). TIC agrees that TGAL may give advice or exercise investment responsibility and take such other action with respect to such TGAL Advisory Clients that may differ from advice given or the timing or nature of action taken with respect to the Account. In providing services, TGAL may use information furnished by others to TIC and TGAL in providing services to other TGAL Advisory Clients.

     5. TGAL agrees to use its best efforts in performing the services to be provided by it pursuant to this Agreement.

     6. During the term of this Agreement, TGAL will pay all expenses incurred by it in connection with the services to be provided by it under this Agreement other than the cost of securities (including brokerage commissions, if any) purchased for the Account. The Account and TIC will be responsible for all of their respective expenses and liabilities.

     7. TGAL shall, unless otherwise expressly provided and authorized, have no authority to act for or represent TIC, the Client or the Account in any way, or in any way be deemed an agent for TIC, the Client or the Account.

     8. TGAL will treat confidentially and as proprietary information of the Client and the Account all records and other information relative to the Account, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by TIC, which approval shall not be unreasonably withheld and may not be withheld, where TGAL may be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities, or when so requested by the Client or the Account.

     9. Should TGAL desire to undertake litigation against an issuer on behalf of the Account, TGAL shall obtain the prior written consent of the Client to undertake such litigation.

     10. This Agreement shall automatically terminate in the event that E. ▇▇▇▇▇▇ ▇▇▇▇▇ ceases to be employed by TGAL, for whatever reason.

     11. (a) Notwithstanding the foregoing, this Agreement shall become effective as of the date first written above and shall continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually by either (i) the Board of Trustees of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust or (ii) a vote of a majority of the International Value Trust’s outstanding voting securities, provided that in either event the continuance is also approved by a vote of the majority of the Board of Trustees who are not interested persons of any party to this Agreement, by a vote cast at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time without payment of penalty: (i) by the Board of Trustees of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust or by a vote of a majority of the outstanding voting securities of the International Value Trust on not more than sixty days’ prior written notice, or (ii) by the Client or either party hereto upon at least sixty days’ prior written notice to the other parties. This Agreement will terminate automatically upon its assignment, upon any termination of the Investment Management Agreement or in the event of its assignment, and upon any termination of the Investment Sub-Advisory Agreement or in the event of its assignment. The terms “interested person,” “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the Investment Company Act of 1940, as amended.

     (b) This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the Trustees of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust and by the vote of a majority of the Trustees who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to the Account if a majority of the outstanding voting securities of the Account vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other portfolio affected by the amendment or (b) all the portfolios of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust.

     12. (a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations or duties hereunder on the part of TGAL, neither TGAL nor any of its directors, officers, employees or affiliates shall be subject to liability to TIC for any error of judgement or mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Account.

          (b) Notwithstanding paragraph 11(a), to the extent that TIC is found by a court of competent jurisdiction, or the SEC or any other regulatory agency to be liable to the Client or the Account (a “liability”), for any acts undertaken by TGAL pursuant to authority delegated as described in ▇▇▇▇▇▇▇▇▇ ▇▇(▇), ▇▇▇▇ shall indemnify TIC and each

of its affiliates, officers, directors and employees (each an “Indemnified Party”) harmless from, against, for and in respect of all losses, damages, costs and expenses incurred by an Indemnified Party with respect to such liability, together with all legal and other expenses reasonably incurred by any such Indemnified Party, in connection with such liability.

     13. In compliance with the requirements of the Advisers Act, TGAL hereby agrees that all records which it maintains for the Account are the property of the Client or the Account and further agrees to surrender promptly to TIC or the Client, or to any third party at either’s direction, any of such records upon the TIC’s request. TGAL further agrees to preserve for periods prescribed by the Advisers Act the records required to be maintained under the Advisers Act.

     14. Upon termination of TGAL’s engagement under this Agreement or at the Client’s direction, TGAL shall forthwith deliver to TIC, the Client, or to any third party at TIC’s direction, all records, documents and books of accounts which are in the possession or control of TGAL and relate directly and exclusively to the performance by TGAL of its obligations under this Agreement; provided, however, that TGAL shall be permitted to keep such records or copies thereof for such periods of time as are necessary to comply with applicable laws, in which case TGAL shall provide TIC, the Client, or a designated third party with copies of such retained documents unless providing such copies would contravene such rules, regulations and laws.

     Termination of this Agreement or of TGAL’s engagement hereunder shall be without prejudice to the rights and liabilities created hereunder prior to such termination.

     15. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, in whole or in part, the other provisions hereof shall remain in full force and effect. Invalid provisions shall, in accordance with the intent and purpose of this Agreement, be replaced by such valid provisions that in their economic effect come as closely as legally possible to such invalid provisions.

     16. Any notice or other communication required to be given pursuant to this Agreement shall be in writing and given by personal delivery or by facsimile transmission and shall be effective upon receipt. Notices and communications shall be given:

	to TGAL:		Box N-7759 ▇▇▇▇▇▇ ▇▇▇
			Nassau, Bahamas
			Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
	to TIC:		▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
			▇▇▇▇▇ ▇▇▇▇
			▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
			Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

17.

This Agreement shall be interpreted in accordance with and governed by the laws of the State of Florida.

   18. Notwithstanding any other provision of this Agreement, the rights and duties of TGAL shall in all cases be subject to the provisions of the Investment Subadvisory Agreement and, in the event of any conflict between the provisions of this Agreement and the provisions of the Investment Subadvisory Agreement, the provisions of the Investment Subadvisory Agreement shall prevail.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers.