0001010521-10-000296 Sample Contracts

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

This Agreement and Plan of Reorganization (“Agreement”) is made as of April 24, 2008, by and between Rainier Large Cap Growth Equity Portfolio (the “Acquired Fund”), a series of Rainier Investment Management Mutual Funds, a Delaware statutory trust (the “Acquired Trust”) and John Hancock Rainier Growth Fund (the “Acquiring Fund” and together with the Acquired Fund, the “Funds” or individually, each a “Fund”), a series of John Hancock Funds III, a Massachusetts business trust (the “Acquiring Trust” and together with the Acquired Trust, the “Trusts” or individually, each a “Trust”).

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