0001010521-10-000299 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • July 26th, 2010 • John Hancock Funds III • Massachusetts

This Agreement and Plan of Reorganization (“Agreement”) is made as of December 18, 2008, by and between The RBB Fund, Inc., a Maryland corporation (the “Company”), on behalf of its series, Robeco Boston Partners Large Cap Value Fund (the “Acquired Fund”), and John Hancock Funds III, a Massachusetts business trust (the “Trust”), on behalf of its series John Hancock Disciplined Value Fund (the “Acquiring Fund” and together with the Acquired Fund, the “Funds” or individually, each a “Fund”).

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