JOHN HANCOCK INVESTMENT TRUST III

                      John Hancock U.S. Global Leaders Fund


             Abolition of John Hancock U.S. Global Leaders Fund and
                            Amendment of Section 5.11


               Abolition of John Hancock U.S. Global Leaders Fund
               --------------------------------------------------

         The undersigned, being a majority of the Trustees of John Hancock
Investment Trust III, a Massachusetts business trust (the "Trust"), acting
pursuant to Section 8.3 of the Amended and Restated Declaration of Trust dated
July 1, 1996, as amended from time to time (the "Declaration of Trust"), do
hereby abolish the John Hancock U.S. Global Leaders Fund (Class A Shares, Class
B Shares, Class C Shares, and Class I Shares) and in connection therewith do
hereby extinguish any and all rights and preferences of such John Hancock U.S.
Global Leaders Fund, Class A Shares, Class B Shares, Class C Shares, and Class I
Shares, as set forth in the Declaration of Trust and the Trust's Registration
Statement on Form N-1A. The abolition of the Fund is effective as of August 27,
2002.


                            Amendment of Section 5.11
                            -------------------------

         The undersigned, being a majority of the Trustees of John Hancock
Investment Trust III, a Massachusetts business trust (the "Trust"), acting
pursuant to Section 8.3 of the Amended and Restated Declaration of Trust dated
July 1, 1996, as amended from time to time, do hereby amend Section 5.11,
effective August 27, 2002, as follows:

         1. Section 5.11 (a) shall be deleted and replaced with the following:

                  Without limiting the authority of the Trustees set forth in
                  Section 5.1 to establish and designate any further Series or
                  Classes, the Trustees hereby establish the following Series:
                  John Hancock Global Fund and John Hancock Large Cap Growth
                  Fund, each of which consists of Class A Shares, Class B
                  Shares, and Class C Shares; and John Hancock International
                  Fund and John Hancock Mid Cap Growth Fund, each of which
                  consists of Class A Shares, Class B Shares, Class C Shares,
                  and Class I Shares (the "Existing Series").



         IN WITNESS WHEREOF, the undersigned have executed this instrument on
the 27th day of August, 2002.


/s/Dennis S. Aronowitz                                  /s/Gail D. Fosler
- ----------------------                                  -----------------
Dennis S. Aronowitz                                     Gail D. Fosler

/s/Richard P. Chapman, Jr.                              /s/William F. Glavin
- --------------------------                              --------------------
Richard P. Chapman, Jr.                                 William F. Glavin

/s/William J. Cosgrove                                  /s/John A. Moore
- -----------------------                                 ----------------
William J. Cosgrove                                     John A. Moore

/s/John M. DeCiccio                                     /s/Patti McGill Peterson
- -------------------                                     ------------------------
John M. DeCiccio                                        Patti McGill Peterson

/s/Richard A. Farrell                                   /s/John W. Pratt
- ---------------------                                   ----------------
Richard A. Farrell                                      John W. Pratt

/s/Maureen R. Ford
- ------------------
Maureen R. Ford



         The Declaration of Trust, a copy of which, together with all amendments
thereto, is on file in the office of the Secretary of State of The Commonwealth
of Massachusetts, provides that no Trustee, officer, employee or agent of the
Trust or any Series thereof shall be subject to any personal liability
whatsoever to any Person, other than to the Trust or its shareholders, in
connection with Trust Property or the affairs of the Trust, save only that
arising from bad faith, willful misfeasance, gross negligence or reckless
disregard of his/her duties with respect to such Person; and all such Persons
shall look solely to the Trust Property, or to the Trust Property of one or more
specific Series of the Trust if the claim arises from the conduct of such
Trustee, officer, employee or agent with respect to only such Series, for
satisfaction of claims of any nature arising in connection with the affairs of
the Trust.

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