JOHN HANCOCK TRUST AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

▇▇▇▇ ▇▇▇▇▇▇▇ TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

     AMENDMENT (the “Amendment”) made this 25th day of March, 2011, to the Amended and Restated Advisory Agreement dated September 30, 2008, between ▇▇▇▇ ▇▇▇▇▇▇▇ Trust, a Massachusetts business trust (the “Trust”) and ▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services, LLC, a Delaware limited liability company (“JHIMS” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

     Appendix A is amended to reflect:

a. the decrease in the advisory fee for the Mutual Shares Trust.

b. the advisory fee for the following new funds:

1. Bond PS Series
2. Strategic Allocation Trust
3. Lifestyle Balanced PS Series
4. Lifestyle Conservative PS Series
5. Lifestyle Growth PS Series
6. Lifestyle Moderate PS Series
    (collectively, the “New Funds”)

2. EFFECTIVE DATE

     The Amendment shall become effective with respect to the Mutual Shares Trust on the later of:

(i) the date of its execution, and
(ii) approval by the Board of Trustees of the Trust of the Amendment.

     The Amendment shall become effective with respect to a New Fund on the later of:

(i) the date of its execution,
(ii) approval by the Board of Trustees of the Trust of the Amendment, and
(iii) approval by the initial shareholder of the New Fund.

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.

▇▇▇▇ ▇▇▇▇▇▇▇ Trust

By:                                                             

▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services, LLC

By:                                                                                  

APPENDIX A

ADVISORY FEE SCHEDULE

     The Adviser shall serve as investment adviser for each Portfolio of the Trust listed below. The Trust will pay the Adviser, 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 “Adviser Fee”).

     The term Aggregate Net Assets in the chart below includes the net assets of a Portfolio of the Trust. It also includes with respect to certain Portfolios as indicated in the chart the net assets of one or more other portfolios, but in each case only for the period during which the subadviser for the Portfolio also serves as the subadviser for the other portfolio(s) and only with respect to the net assets of such other portfolio(s) that are managed by the subadviser.

     For purposes of determining Aggregate Net Assets and calculating the Adviser Fee, the net assets of the Portfolio and each other fund of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

     The Adviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (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 Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. 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. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

     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 of 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.

Advisory Fee Schedules

		Aggregate Net Assets Include the
		Net Assets of the following funds in
		addition to the
Trust Portfolio		Trust Portfolio		Advisory Fee of the Trust Portfolio-
500 Index Trust		Index 500 Fund (JHF II)		0.470% — first $500 million; and
				0.460% — excess over $500 million.
500 Index Trust B		Not applicable		0.470% — first $500 million; and
				0.460% — excess over $500 million.
Active Bond Trust		Active Bond Fund (JHF II)		0.600% — at all asset levels.
All Cap Core Trust		All Cap Core Fund (JHF II)		0.800% — first $500 million; and
				0.750% — excess over $500 million.
All Cap Value Trust		All Cap Value Fund (JHF II)		0.800% — first $500 million; and
				0.750% — excess over $500 million.
Alpha Opportunities Trust		Alpha Opportunities Fund (JHF II)		1.025% — first $250 million;
				1.00%— next $250 million;
				0.975% — next $500 million; and
				0.950%— excess over $1 billion
American Fundamental Holdings Trust		See below		See below
American Global Diversification Trust		See below		See below
Core Diversified Growth & Income Trust		See below		See below
Balanced Trust		Not applicable		0.84% — first $250 million; and
				0.81% — next $250 million;
				0.80% — next $500 million;
				0.78%— excess over $1 billion
Blue Chip Growth Trust		Blue Chip Growth Fund (JHF II)		0.825% — first $1 billion; and
				0.775% — excess over $1 billion.*
				* When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.
Bond Trust		Not applicable		0.650% — first $500 million;
				0.600%— next $1 billion;
				0.575%— next $1 billion;
				0.550% — excess over $2.5 billion.
Bond PS Series		Not applicable		0.650% — first $500 million;
				0.600%— next $1 billion;
				0.575%— next $1 billion;
				0.550% — excess over $2.5 billion.

		Aggregate Net Assets Include the
		Net Assets of the following funds in
		addition to the
Trust Portfolio		Trust Portfolio		Advisory Fee of the Trust Portfolio-
Capital Appreciation Trust		Capital Appreciation Fund (JHF II)		0.850% — first $300 million;
				0.800% — between $300 million and $500 million;
				0.700% — between $500 million and $1 billion; and
				0.670% — excess over $1 billion.
Capital Appreciation Value Trust		Capital Appreciation Value Fund (JHF II)		See below
Core Allocation Trust		See below		See below
Core Allocation Plus Trust		Core Allocation Plus Fund (JHF II)		0.915% -— first $500 million; and
				0.865% -— excess over $500 million
Core Balanced Trust		See below		See below
Core Balanced Strategy Trust		See below		See below
Core Bond Trust		Core Bond Fund (JHF II)		0.690% — first $200 million;
				0.640% — next $200 million; and
				0.570% — excess over $400 million.
Core Disciplined Diversification Trust		See below		See below
Core Fundamental Holdings Trust		See below		See below
Core Global Diversification Trust		See below		See below
Core Strategy Trust		See below		See below
Currency Strategies Trust		Currency Strategies Fund (JHF II)		0.950% — first $250 million;
				0.900% — next $250 million and
				0.850% — excess over $500 million.
Disciplined Diversification Trust		Not applicable		0.800% — first $100 million;
				0.700% — next $900 million; and
				0.650% — excess over $1 billion
Emerging Markets Value Trust		Emerging Markets Value Fund (JHF II)		1.00% — first $100 million; and
				0.950% — excess over $100 million.
Equity-Income Trust		Equity-Income Fund (JHF II)		0.825% — first $1 billion; and
				0.775% — excess over $1 billion.*
				* When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.
Financial Services Trust		Financial Services Fund (JHF II)		0.850% — first $50 million;
				0.800% — next $450 million; and
				0.750% — excess over $500 million.

		Aggregate Net Assets Include the
		Net Assets of the following funds in
		addition to the
Trust Portfolio		Trust Portfolio		Advisory Fee of the Trust Portfolio-
Floating Rate Income Trust		Floating Rate Income Fund (JHF II)		0.700% — first $1.1 billion;
				0.675% — next $0.90 billion; and
				0.650% — excess over $2 billion.
Franklin ▇▇▇▇▇▇▇▇▇ Founding Allocation Trust		See below		See below
Fundamental Value Trust		Fundamental Value Fund (JHF II)		0.850% — first $50 million;
				0.800% — next $450 million; and
				0.750% — excess over $500 million.
Global Bond Trust		Global Bond Fund (JHF II)		0.700% — at all asset levels.
Global Trust		JHT		0.850% — first $1 billion; and
		International Value Trust		0.800% — excess over $1 billion.
		Income Trust
		Mutual Shares Trust
		JHF II
		Global Fund
		International Value Fund
		Income Fund
		Mutual Shares Fund
		International Small Cap Fund
Growth Equity Trust		Rainier Growth Fund (JHF III)		0.750% — first 3 billion;
				0.725% — next $3 billion; and
				0.700% — excess over $6 billion.
Health Sciences Trust		Not applicable		1.050% — first $500 million; and
				1.000% — excess over $500 million.
Heritage Trust		Heritage Fund (JHF II)		0.850% — first $400 million;
(formerly, Vista Trust)				0.825% — next $600 million; and
				0.800% — excess over $1 billion.
High Income Trust		High Income Fund (JHF II)		0.725% — first $150 million;
				0.675% — between $150 million and $500 million;
				0.650% — between $500 million and $2.5 billion; and
				0.600% — excess over $2.5 billion.
High Yield Trust		High Yield Fund (JHF II)		0.700% — first $500 million; and
				0.650% — excess over $500 million.

		Aggregate Net Assets Include the
		Net Assets of the following funds in
		addition to the
Trust Portfolio		Trust Portfolio		Advisory Fee of the Trust Portfolio-
Income Trust		JHT		1.075% first $50 million;
		International Value Trust		0.915% next $150 million;
		Global Trust		0.825% next $300 million; and
		Mutual Shares Trust		0.800% excess over $500 million
		JHF II		When Aggregate Net Assets exceed $500 million, the advisory fee is 0.800% on all net assets of the Income Trust.
		Income Fund
		International Small Cap Fund
		International Value Fund
		Global Fund
		Mutual Shares Fund
International Core Trust		International Core Fund (JHF III)		0.92% — first $100 million;
				0.895% — next $900 million;
				0.88% — next $1 billion;
				0.85% — next $1 billion;
				0.825% — next $1 billion;
				0.800% — excess over $4 billion.
International Equity Index Trust A		International Equity Index Fund (JHF II)		0.550% — first $100 million; and
				0.530% — excess over $100 million.
International Equity Index Trust B		Not applicable		0.550% — first $100 million; and
				0.530% — excess over $100 million.
International Growth Stock Trust		International Growth Stock Fund (JHF II)		0.850% — first $250 million;
				0.800% — next $500 million and
				0.750% — excess over $750 million.
International Index Trust		Not applicable		0.49% — first $500 million;
				0.475% — excess over $500 million.
International Opportunities Trust		International Opportunities Fund (JHF II)		0.900% — first $750 million;
				0.850% — between $750 million and $1.5 billion; and
				0.800% — excess over $1.5 billion.
International Small Company Trust		International Small Company
		Fund (JHF II)		0.950% — all asset levels

		Aggregate Net Assets Include the
		Net Assets of the following funds in
		addition to the
Trust Portfolio		Trust Portfolio		Advisory Fee of the Trust Portfolio-
International Value Trust		JHT		0.950% first $150 million;
		Global Trust		0.850% next $150 million; and
		Income Trust		0.800% excess over $300 million
		Mutual Shares Trust
		JHF II		When Aggregate Net Assets exceed $300 million, the advisory fee rate is 0.800% on all net assets of the International Value Trust.
		Global Fund
		Income Fund
		International Small Cap Fund
		International Value Fund
		Mutual Shares Fund
Investment Quality Bond Trust		Investment Quality Bond Fund (JHF II)		0.600% — first $500 million; and
				0.550% — excess over $500 million.
Large Cap Trust		Large Cap Fund (JHF II)		0.780% — first $250 million;
				0.730% — next $250 million;
				0.680% — next $250 million; and
				0.650% — excess over $750 million.
Large Cap Value Trust		Large Cap Value Fund (JHF II)		0.825% — first $500 million;
				0.800% — next $500 million;
				0.775% — next $500 million;
				0.720% — next $500 million; and
				0.700% — excess over $2 billion
Lifecycle Trusts		See below		See below
Lifestyle Trusts		See below		See below
Mid Cap Index Trust		Mid Cap Index Fund (JHF II)		0.490% — first $250 million;
				0.480% — next $250 million; and
				0.460% — excess over $500 million.
Mid Cap Stock Trust		Mid Cap Stock Fund (JHF II)		0.875% — first $200 million;
				0.850% — next $300 million; and
				0.825% — excess over $500 million.
Mid Cap Value Equity Trust		Mid Cap Value Equity Fund (JHF II)		0.875% — first $250 million;
				0.850% — next $250 million;
				0.825% — next $500 million; and
				0.800% — excess over $1 billion.
Mid Value Trust		Mid Value Fund (JHF II)		1.050% — first $50 million; and
				0.950% — excess over $50 million.
Money Market Trust		Money Market Fund (JHF II)		0.500% — first $500 million; and
				0.470% — excess over $500 million.
Money Market Trust B		Not applicable		0.500% — first $500 million; and
				0.470% — excess over $500 million.

		Aggregate Net Assets Include the
		Net Assets of the following funds in
		addition to the
Trust Portfolio		Trust Portfolio		Advisory Fee of the Trust Portfolio-
Mutual Shares Trust		Mutual Shares Fund (JHF II)		0.960% — first $1 billion; and
				0.940% — excess over $1 billion.
Natural Resources Trust		Natural Resources Fund (JHF II)		1.000% — first $1 billion;
				0.975% — next $1 billion;
				0.950% — excess over $2 billion.
New Income Trust		Not Applicable		0.800% — first $50 million*;
(formerly, “Spectrum Income Trust”)				0.750% — next $50 million*#;
				0.675% — next $150 million*;
				0.625% — next $250 million*; and
				0.600% — excess over $500 million*.
				* The annual rate of the advisory fee on all the net assets of the New Income Trust on any day shall not exceed 0.725%.
				# When net assets of the New Income Trust exceed $100 million on any day, the annual rate of advisory fee for that day is 0.750% on the first $100 million of net assets of the New Income Trust.
Optimized All Cap Trust		Not applicable		0.675% — first $2.50 billion; and
				0.650% — excess over $2.50 billion.
Optimized Value Trust		Optimized Value Fund (JHF II)		0.700% — first $500 million;
				0.650% — next $500 million; and
				0.600% — excess over $1 billion.
Real Estate Securities Trust		Real Estate Securities Fund (JHF II)		0.700% — at all asset levels.
Real Return Bond Trust		Real Return Bond Fund (JHF II)		0.700% — first $1 billion; and
				0.650% — excess over $1 billion.
Science & Technology Trust		Science & Technology Fund (JHF II)		1.050% — first $500 million; and
				1.000% — excess over $500 million.
Short Term Government Income Trust		Short Term Government Income Fund (JHF II)		0.570% — first $250 million; and
				0.550% — excess over $250 million.
Small Cap Growth Trust		Small Cap Growth Fund (JHF II)		1.100% — first $100 million;
				1.050% — excess over $100 million.
Small Cap Index Trust		Small Cap Index Fund JHF II)		0.490% — first $250 million;
				0.480% — next $250 million; and
				0.460% — excess over $500 million.

		Aggregate Net Assets Include the
		Net Assets of the following funds in
		addition to the
Trust Portfolio		Trust Portfolio		Advisory Fee of the Trust Portfolio-
Small Cap Opportunities Trust		Small Cap Opportunities Fund (JHF II)		1.000% — first $500 million;
				0.950% — next $500 million;
				0.900% — next $1 billion;
				0.850%— excess over $2 billion;
Small Cap Value Trust		Small Cap Value Fund (JHF II)		1.100% — first $100 million;
				1.050% — next $500 million; and
				1.000% — excess over $600 million.
Small Company Growth Trust		Small Company Growth Fund		1.050% — first $250 million; and
				1.000% — excess over $250 million.
				When Aggregate Net Assets of the following funds exceed $1 billion, the applicable rate is 1.000% on all net assets of the Small Company Growth Trust.
				JHT
				Small Cap Opportunities Trust
				International Growth Stock Trust
				Value Trust
				JHF II
				Small Company Growth Fund
				Small Cap Opportunities Fund
				International Growth Stock Fund
				Value Fund
Small Company Value Trust		Small Company Value Fund (JHF II)		1.050% — first $500 million; and
				1.000% — excess over $500 million.
Smaller Company Growth Trust		Smaller Company Growth Fund (JHF II)		1.100% — first $125 million;
				1.050%— next $250 million;
				1.00%— next $625 million; and
				0.950% — excess over $1 billion.

Strategic Allocation Trust		Not applicable		0.550%— all asset levels.
Strategic Income Opportunities Trust		Strategic Income Opportunities Fund (JHF II)		0.700% — first $500 million; and
				0.650% — excess over $500 million.
Total Bond Market Trust A		Not applicable		0.470% — all asset levels.
Total Bond Market Trust B		Not applicable		0.470% — all asset levels
Total Return Trust		Total Return Fund (JHF II)		See below

		Aggregate Net Assets Include the
		Net Assets of the following funds in
		addition to the
Trust Portfolio		Trust Portfolio		Advisory Fee of the Trust Portfolio-
Total Stock Market Index Trust		Total Stock Market Index Fund (JHF II)		0.490% — first $250 million;
				0.480% — next $250 million; and
				0.460% — excess over $500 million.
Ultra Short Term Bond Trust		Not applicable		0.550% — first $250 million; and
				0.530% — excess over $250 million.

U.S. Multi Sector Trust		U.S. Multi Sector Fund (JHF II)		0.780% — first $500 million;
				0.760% — next $500 million;
				0.750% — next $1.5 billion; and
				0.740% — excess over $2.5 billion.
Utilities Trust		Utilities Fund (JHF II)		0.825% — first $600 million;
				0.800% — next $300 million;
				0.775% — next $600 million; and
				0.700% — excess over $1.5 billion.
Value & Restructuring Trust		Value & Restructuring Fund (JHF II)		0.825% — first $500 million;
				0.800% — next $500 million; and
				0.775% — excess over $1 billion.
Value Trust		Value Fund (JHF II)		0.750% — first $200 million;
				0.725% — next $300 million; and
				0.650% — excess over $500 million.

Capital Appreciation Value Trust

If net assets are less than $500 million, the following fee schedule shall apply:

		First $250 million of		Excess Over $250 million of
Portfolio		Net Assets		Net Assets
Capital Appreciation Value Trust		0.950%		0.850%

If net assets equal or exceed $500 million but are less than $2 billion, the following fee schedule shall apply:

		First $1 billion of		Excess Over $1 billion of Net
Portfolio		Net Assets		Assets
Capital Appreciation Value Trust		0.850%		0.800%

If net assets equal or exceed $2 billion but are less than $3 billion, the following fee schedule shall apply:

		First $500 million of		Excess Over $500 million of
Portfolio		Net Assets		Net Assets
Capital Appreciation Value Trust		0.850%		0.800%

If net assets equal or exceed $3 billion, the following fee schedule shall apply:

Portfolio		All Asset Levels
Capital Appreciation Value Trust		0.800%

Total Return Trust

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

Pacific Investment Management Company (“PIMCO”) is the Subadviser to the Portfolio

During the period during which PIMCO is the subadviser to the Portfolio, if Relationship Net Assets* equal or exceed $3 Billion, the following fee schedule shall apply:

		First		Excess Over
		$1 Billion		$1 Billion
		of Total Return		of Total Return
Portfolio		Net Assets**		Net Assets**
Total Return Trust		0.700%		0.675%

If Relationship Net Assets* are less than $3 Billion, the following fee schedule shall apply:

Portfolio		All Asset Levels
Total Return Trust		0.700%

PIMCO is not the Subadviser to the Portfolio

If PIMCO is not the subadviser to the Portfolio, the following fee schedule shall apply:

		First		Excess Over
		$1 Billion		$1 Billion
		of Total Return		of Total Return
Portfolio		Net Assets**		Net Assets**
Total Return Trust		0.700%		0.675%

     The Adviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Total Return Net Assets divided by (ii) Total Return Net Assets (the “Applicable Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. 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. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

     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.

Funds of Funds

     The Adviser shall serve as investment adviser for each of the Trusts named below (each a “Fund of Funds”):

Core Allocation Trust

Core Balanced Trust

Core Balanced Strategy Trust

Core Disciplined Diversification Trust

Core Fundamental Holdings Trust

Core Global Diversification Trust

Core Strategy Trust

Franklin ▇▇▇▇▇▇▇▇▇ Founding Allocation Trust

Lifecycle 2010 Trust

Lifecycle 2015 Trust

Lifecycle 2020 Trust

Lifecycle 2025 Trust

Lifecycle 2030 Trust

Lifecycle 2035 Trust

Lifecycle 2040 Trust

Lifecycle 2045 Trust

Lifecycle 2050 Trust

(collectively, the “Lifecycle Trusts”)

Lifestyle Aggressive Trust

Lifestyle Balanced Trust

Lifestyle Conservative Trust

Lifestyle Growth Trust

Lifestyle Moderate Trust

(collectively, the “Lifestyle Trusts”)

Lifestyle Balanced PS Series

Lifestyle Conservative PS Series

Lifestyle Growth PS Series

Lifestyle Moderate PS Series

(collectively, the “Lifestyle PS Series”)

Certain Definitions:

     “Affiliated Fund Assets” means the net assets or Aggregate Net Assets (as applicable) of a Fund of Funds that are invested in Affiliated Funds.

     “Affiliated Funds” are any fund of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust (“JHT”), ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II (“JHF II”) or ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III (“JHF III”), excluding the following funds of JHT: the Money Market Trust B, 500 Index Trust B, International Equity Index Trust B and Total Bond Market Trust B. In the case of Core Fundamental Holdings Trust and Core Global Diversification Trust, Affiliated Funds also includes the funds of American Fund Insurance Series.

     “Aggregate Net Assets” of a Fund of Funds means the net assets of the Fund of Funds and the net assets of one or more other Funds of JHT, JHF II or JHF III, but only with respect to and for so long as such other Fund or Funds are managed by the same subadviser as the Fund of Funds.

     “Other Assets” means the net assets or Aggregate Net Assets, as applicable, of a Fund of Funds that are not invested in Affiliated Funds.

Adviser Fee:

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

     The Adviser Fee for each Fund of Funds has two components: (a) a fee on Affiliated Fund Assets; and (b) a fee on Other Assets. Each such fee shall each be accrued and paid daily to the Adviser for each calendar day. The daily Adviser Fee for each Fund of Funds shall be the sum of the daily fee on Affiliated Fund Assets and the daily fee on Other Assets. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

          (a) Fee on Affiliated Fund Assets. The fee on Affiliated Fund Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Affiliated Funds Fee Rate”) is applied to the Affiliated Fund Assets of the Fund of Funds. For each day the Applicable Annual Affiliated Funds Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Affiliated Fund Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Affiliated Fund Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Affiliated Funds Fee Rate, and multiplying this product by the Affiliated Fund Assets of the Fund of Funds.

          (b) Fee on Other Assets. The fee on Other Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Other Assets Fee Rate”) is applied to the Other Assets of the Fund of Funds. For each day the Applicable Annual Other Assets Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Other Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds, divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Other Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Other Assets Fee Rate, and multiplying this product by the Other Assets of the Fund of Funds.

     Net assets, Aggregate Net Assets, Affiliated Fund Assets and Other Assets with respect to a Fund of Funds shall be determined as of the close of business on the previous business day of JHT for JHT Funds, as of the close of business on the previous business day of JHF II for JHF II Funds and as of the close of business on the previous business day of JHF III for JHF III Funds.

     If, with respect to any Fund of Funds, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Affiliated Funds Fee Rate or the Applicable Annual Other Assets 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.

Fee Schedules:

		Rates Applied to Net Assets of the Fund of Funds
		Affiliated Fund Assets								Other Assets
		First				Excess Over				First				Excess Over
Fund of Funds		$500 million				$500 million				$500 million				$500 million
Core Allocation Trust			0.050	%			0.040	%			0.500	%			0.490	%
Core Balanced Trust			0.050	%			0.040	%			0.500	%			0.490	%
Core Balanced Strategy Trust			0.050	%			0.040	%			0.500	%			0.490	%
Core Disciplined Diversification Trust			0.050	%			0.040	%			0.500	%			0.490	%
Core Fundamental Holdings Trust			0.050	%			0.040	%			0.500	%			0.490	%

		Rates Applied to Net Assets of the Fund of Funds
		Affiliated Fund Assets								Other Assets
		First				Excess Over				First				Excess Over
Fund of Funds		$500 million				$500 million				$500 million				$500 million
Core Global Diversification Trust			0.050	%			0.040	%			0.500	%			0.490	%
Core Strategy Trust			0.050	%			0.040	%			0.500	%			0.490	%
Franklin ▇▇▇▇▇▇▇▇▇ Founding Allocation Trust			0.050	%			0.040	%			0.500	%			0.490	%

Lifecycle Trusts

		Rates Applied to Aggregate Net Assets of the Fund of Funds (1)
		Affiliated Fund Assets				Other Assets
		First		Excess Over		First		Excess Over
Fund of Funds		$7.5 billion		$7.5 billion		$7.5 billion		$7.5 billion
Each Lifecycle Trust		0.060%		0.050%		0.510%		0.500%

Lifestyle Trusts

		Rates Applied to Aggregate Net Assets of the Fund of Funds (1)
		Affiliated Fund Assets				Other Assets
		First		Excess Over		First		Excess Over
Fund of Funds		$7.5 billion		$7.5 billion		$7.5 billion		$7.5 billion
Each Lifestyle Trust		0.050%		0.040%		0.500%		0.490%

Lifestyle PS Series

		Rates Applied to Aggregate Net Assets of the Fund of Funds (1)
		Affiliated Fund Assets				Other Assets
		First		Excess Over		First		Excess Over
Fund of Funds		$7.5 billion		$7.5 billion		$7.5 billion		$7.5 billion
Each Lifestyle PS Series		0.050%		0.040%		0.500%		0.490%

American Fund of Funds

American Fundamental Holdings Trust
American Global Diversification Trust
Core Diversified Growth & Income Trust

Advisory Fee

0.050% — first $500 million of Aggregate Net Assets*
0.040% — excess over $500 million of Aggregate Net Assets*

* Aggregate Net Assets include the net assets of the following funds:

▇▇▇▇ ▇▇▇▇▇▇▇ Trust
American Fundamental Holdings Trust
American Global Diversification Trust
Core Diversified Growth & Income Trust

▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Core Fundamental Holdings Fund
Core Global Diversification Fund
Core Diversified Growth &Income Fund