Common use of Plan of Reorganization and Liquidation Clause in Contracts

Plan of Reorganization and Liquidation. (a) The Crabbe Huson Trust, on behalf of the Crabbe Huson Fund, shall assign, sell, convey, transfer and deliver to the New Crabbe Huson Fund at the closing provided for in Section 2 (hereinafter called the "Closing") all of the then existing assets of the Crabbe Huson Fund of every kind and nature. In consideration therefor, the Colonial Trust, on behalf of the New Crabbe Huson Fund, shall at the Closing (i) assume all of the Crabbe Huson Fund's liabilities then existing, whether absolute, accrued, contingent or otherwise, and (ii) deliver to the Crabbe Huson Fund (A) a number of full and fractional Class A New Crabbe Huson Fund Shares (as defined in Paragraph 3(i) below) equal to the number of full and fractional Primary Class shares of the Crabbe Huson Fund ("Retail Crabbe Huson Fund Shares") then outstanding which are held by holders of Retail Crabbe Huson Fund Shares ("Retail Crabbe Huson Fund Shareholders"), and (B) a number of full and fractional Class I New Crabbe Huson Fund Shares (as defined in paragraph 3(i) below) equal to the number of full and fractional Institutional Class shares of the Crabbe Huson Fund ("Institutional Crabbe Huson Fund Shares") then outstanding which are held by holders of Institutional Crabbe Huson Fund Shares ("Institutional Crabbe Huson Fund Shareholders") other than the Retail Crabbe Huson Fund Shareholders. The respective numbers of Retail Crabbe Huson Fund Shares and Institutional Crabbe Huson Fund Shares issued and outstanding and the respective numbers of Class A and Class I New Crabbe Huson Fund Shares to be issued to the Crabbe Huson Fund shall be determined by the transfer agent of the Crabbe Huson Fund (the "Transfer Agent"), as of the close of business on the New York Stock Exchange on the Closing Date (as defined in Section 2 hereof). The determination of the Transfer Agent shall be conclusive and binding on the Crabbe Huson Fund, the New Crabbe Huson Fund and their respective shareholders.

Plan of Reorganization and Liquidation. (a) The Crabbe Huson Trust, on behalf of the Crabbe Huson Fund, shall assign, sell, convey, transfer and deliver to the New Crabbe Huson Fund at the closing provided for in Section 2 (hereinafter called the "Closing") all of the then existing assets of the Crabbe Huson Fund of every kind and nature. In consideration therefor, the Colonial Trust, on behalf of the New Crabbe Huson Fund, shall at the Closing (i) assume all of the Crabbe Huson Fund's liabilities then existing, whether absolute, accrued, contingent or otherwise, and (ii) deliver to the Crabbe Huson Fund (A) a number of full and fractional Class A New Crabbe Huson Fund Shares (as defined in Paragraph 3(i) below) equal to the number of full and fractional Primary Class shares of the Crabbe Huson Fund ("Retail Crabbe Huson Fund Shares") then outstanding which are held by holders of Retail Crabbe Huson Fund Shares ("Retail Crabbe Huson Fund Shareholders"), and (B) a number of full and fractional Class I New Crabbe Huson Fund Shares (as defined in paragraph 3(i) below) equal to the number of full and fractional Institutional Class shares of the Crabbe Huson Fund ("Institutional Crabbe Huson Fund Shares") then outstanding which are held by holders of Institutional Crabbe Huson Fund Shares ("Institutional Crabbe Huson Fund Shareholders") other than the Retail Crabbe Huson Fund Shareholders. The respective numbers of Retail Crabbe Huson Fund Shares and Institutional Crabbe Huson Fund Shares issued and outstanding and the respective numbers of Class A and Class I New Crabbe Huson Fund Shares to be issued to the Crabbe Huson Fund shall be determined by the transfer agent of the Crabbe Huson Fund (the "Transfer Agent"), as of the close of business on the New York Stock Exchange on the Closing Date (as defined in Section 2 hereof). The determination of the Transfer Agent shall be conclusive and binding on the Crabbe Huson Fund, the New Crabbe Huson Fund and their respective shareholders.

Plan of Reorganization and Liquidation. (a) The Crabbe Huson Trust, on behalf of the Crabbe Huson Fund, shall assign, sell, convey, transfer and deliver to the New Crabbe Huson Fund at the closing provided for in Section 2 (hereinafter called the "Closing") all of the then existing assets of the Crabbe Huson Fund of every kind and nature. In consideration therefor, the Colonial Trust, on behalf of the New Crabbe Huson Fund, shall at the Closing (i) assume all of the Crabbe Huson Fund's liabilities then existing, whether absolute, accrued, contingent or otherwise, and (ii) deliver to the Crabbe Huson Fund (A) a number of full and fractional Class A New Crabbe Huson Fund Shares (as defined in Paragraph 3(i) below) equal to the number of full and fractional Primary Class shares of the Crabbe Huson Fund ("Retail Crabbe Huson Fund Shares") then outstanding which are held by holders of Retail Crabbe Huson Fund Shares ("Retail Crabbe Huson Fund Shareholders"), and (B) a number of full and fractional Class I New Crabbe Huson Fund Shares (as defined in paragraph 3(i) below) equal to the number of full and fractional Institutional Class shares of the Crabbe Huson Fund ("Institutional Crabbe Huson Fund Shares") then outstanding which are held by holders of Institutional Crabbe Huson Fund Shares ("Institutional Crabbe Huson Fund Shareholders") other than the Retail Crabbe Huson Fund Shareholders. The respective numbers of Retail Crabbe Huson Fund Shares and Institutional Crabbe Huson Fund Shares issued and outstanding and the respective numbers of Class A and Class I New Crabbe Huson Fund Shares to be issued to the Crabbe Huson Fund shall be determined by the transfer agent of the Crabbe Huson Fund (the "Transfer Agent"), as of the close of business on the New York Stock Exchange on the Closing Date (as defined in Section 2 hereof). The determination of the Transfer Agent shall be conclusive and binding on the Crabbe Huson Fund, the New Crabbe Huson Fund and their respective shareholders.

Plan of Reorganization and Liquidation. (a1) The Crabbe Huson Trust, on behalf of the Crabbe Huson Fund, shall assign, sell, Hanover will cause each Hanover Portfolio to convey, transfer and deliver to the New Crabbe Huson Fund MFG Portfolio set forth opposite its name in the table attached hereto as Schedule I (each such MFG Portfolio being the "Corresponding MFG Portfolio" of the Hanover Portfolio set forth opposite its name, and each such Hanover Portfolio being the "Corresponding Hanover Portfolio" of the MFG Portfolio set forth opposite its name) at the closing provided for in Section 2 2(b) hereof (hereinafter called the "Closing") all of the then existing assets of the Crabbe Huson Fund of every kind and naturesuch Hanover Portfolio. In consideration thereforthereof, the Colonial Trust, on behalf of the New Crabbe Huson Fund, shall MFG agrees at the Closing to cause each MFG Portfolio (i) to assume and pay, to the extent that they exist on or after the Effective Time of the Reorganization (as defined in Section 2(b) hereof), all of the Crabbe Huson Fund's obligations and liabilities then existing, whether absolute, accrued, contingent or otherwise, of its Corresponding Hanover Portfolio and (ii) to issue and deliver to the Crabbe Huson Corresponding Hanover Portfolio, full and fractional shares of beneficial interest of the Corresponding MFG Portfolio as follows: (1) to The Hanover Short Term U.S. Government Fund, Class A shares of Vista Short Term Bond Fund; (2) to The Hanover U.S. Government Fund, Institutional Class shares of Vista U.S. Government Fund; (3) to the Hanover Blue Chip Growth Fund, Institutional Class shares of Vista Equity Fund (Ato be renamed Vista Large Cap Equity Fund in connection with the Reorganization); (4) a to The Hanover Small Capitalization Growth Fund, Class A Shares and Institutional Class shares, as described in paragraph (2) below, of Vista Small Cap Equity Fund; and (5) to the Hanover American Value Fund, shares of Vista American Value Fund (the shares of the MFG Portfolios to be received by the Hanover Portfolios in connection with the Reorganization are referred to collectively as the "MFG Portfolio Shares"), with respect to each class of each MFG Portfolio equal to that number of full and fractional Class A New Crabbe Huson Fund MFG Portfolio Shares (as defined determined in Paragraph 3(iSection 2(c) below) equal to the number of full and fractional Primary Class hereof. Any shares of capital stock, par value $.001 per share, of the Crabbe Huson Fund Hanover Portfolios ("Retail Crabbe Huson Fund Hanover Portfolio Shares") then outstanding which are held by holders in the treasury of Retail Crabbe Huson Fund Shares ("Retail Crabbe Huson Fund Shareholders"), and (B) a number of full and fractional Class I New Crabbe Huson Fund Shares (as defined in paragraph 3(i) below) equal to Hanover on the number of full and fractional Institutional Class shares Effective Time of the Crabbe Huson Fund ("Institutional Crabbe Huson Fund Shares") then outstanding which are held by holders of Institutional Crabbe Huson Fund Shares ("Institutional Crabbe Huson Fund Shareholders") other than the Retail Crabbe Huson Fund Shareholders. The respective numbers of Retail Crabbe Huson Fund Shares and Institutional Crabbe Huson Fund Shares issued and outstanding and the respective numbers of Class A and Class I New Crabbe Huson Fund Shares to be issued to the Crabbe Huson Fund shall be determined by the transfer agent of the Crabbe Huson Fund (the "Transfer Agent"), as of the close of business on the New York Stock Exchange on the Closing Date Reorganization (as defined in Section 2 2(b) hereof). The determination of the Transfer Agent ) shall thereupon be conclusive and binding on the Crabbe Huson Fund, the New Crabbe Huson Fund and their respective shareholdersretired.

Plan of Reorganization and Liquidation. (a) The Crabbe Huson Trust, on behalf of the Crabbe Huson Fund, Fund shall assign, sell, convey, transfer and deliver to the New Crabbe Huson Fund at the closing provided for in Section 2 (hereinafter called the "Closing") all of the then existing assets of the Crabbe Huson Fund of every kind and nature. In consideration therefor, the Colonial Trust, on behalf of the New Crabbe Huson Fund, shall at the Closing (i) assume all of the Crabbe Huson Fund's liabilities then existing, whether absolute, accrued, contingent or otherwise, and (ii) deliver to the Crabbe Huson Fund (A) a number of full and fractional Class A New Crabbe Huson Fund Shares (as defined in Paragraph 3(i) below) equal to the number of full and fractional Primary Class shares of the Crabbe Huson Fund ("Retail Crabbe Huson Fund Shares") then outstanding which are held by holders of Retail Crabbe Huson Fund Shares ("Retail Crabbe Huson Fund Shareholders"), and (B) a number of full and fractional Class I New Crabbe Huson Fund Shares (as defined in paragraph 3(i) below) equal to the number of full and fractional Institutional Class shares of the Crabbe Huson Fund ("Institutional Crabbe Huson Fund Shares") then outstanding which are held by holders of Institutional Crabbe Huson Fund Shares ("Institutional Crabbe Huson Fund Shareholders") other than the Retail Crabbe Huson Fund Shareholders. The respective numbers of Retail Crabbe Huson Fund Shares and Institutional Crabbe Huson Fund Shares issued and outstanding and the respective numbers of Class A and Class I New Crabbe Huson Fund Shares to be issued to the Crabbe Huson Fund shall be determined by the transfer agent of the Crabbe Huson Fund (the "Transfer Agent"), as of the close of business on the New York Stock Exchange on the Closing Date (as defined in Section 2 hereof). The determination of the Transfer Agent shall be conclusive and binding on the Crabbe Huson Fund, the New Crabbe Huson Fund and their respective shareholders.

Plan of Reorganization and Liquidation. (a) The Crabbe Huson SoGen Trust, on behalf of the Crabbe Huson SoGen Fund, shall assign, sell, convey, transfer and deliver to the New Crabbe Huson SoGen Fund at the closing provided for in Section 2 (hereinafter called the "Closing") all Closing")all of the then existing assets of the Crabbe Huson SoGen Fund of every kind and nature. In consideration therefor, the Colonial Trust, on behalf of the New Crabbe Huson SoGen Fund, shall at the Closing (i) assume all of the Crabbe Huson SoGen Fund's liabilities then existingand obligations of any kind whatsoever, whether absolute, accrued, contingent or otherwise, including any liability arising out of indemnification and related payment or reimbursement of expenses obligations pursuant to the By-Laws or Articles of Incorporation of the SoGen Trust (the "Obligations"), each as in effect on the date hereof (collectively, the "SoGen Charter") with respect to events occurring at any time up to and including the Closing Date (as defined in Section 2 hereof), including events contemplated by this Agreement and (ii) deliver to the Crabbe Huson SoGen Fund (A) a number of full and fractional Class A New Crabbe Huson SoGen Fund Shares (as defined described in Paragraph 3(iSection 4(g) below) equal to the number of full and fractional Primary Class A shares of the Crabbe Huson SoGen Fund ("Retail Crabbe Huson SoGen Fund Shares") then outstanding which are held by holders of Retail Crabbe Huson SoGen Fund Shares ("Retail Crabbe Huson SoGen Fund Shareholders"), and (B) a number of full and fractional Class I Z New Crabbe Huson SoGen Fund Shares (as defined described in paragraph 3(iSection 4(g) below) equal to the number of full and fractional Institutional Class A shares of the Crabbe Huson SoGen Fund ("Institutional Crabbe Huson SoGen Fund Shares") then outstanding which are held by holders of Institutional Crabbe Huson SoGen Fund Shares ("Institutional Crabbe Huson SoGen Fund Shareholders") other than the Retail Crabbe Huson SoGen Fund Shareholders. The respective numbers of Retail Crabbe Huson SoGen Fund Shares and Institutional Crabbe Huson SoGen Fund Shares issued and outstanding and the respective numbers of Class A and Class I Z New Crabbe Huson SoGen Fund Shares to be issued to the Crabbe Huson SoGen Fund shall be determined by the transfer agent of the Crabbe Huson SoGen Fund (the "Transfer Agent"), as of the close of business on the New York Stock Exchange on the Closing Date (as defined in Section 2 hereof)Date. The determination of the Transfer Agent shall be conclusive and binding on the Crabbe Huson SoGen Fund, the New Crabbe Huson SoGen Fund and their respective shareholders. Notwithstanding any other provisions hereof, the Obligations shall be binding for five years after the Closing Date upon the New SoGen Fund. In the event that the New SoGen Fund shall be reorganized or merged into another registered investment company at any time prior to the expiration of five years from the Closing Date, proper provision shall be made so that the successor registered investment company of the New SoGen Fund shall continue to honor the Obligations. Further, the Obligations shall not be terminated or modified in such a manner as to adversely affect any director to whom the Obligations apply without the consent of such affected director (it being expressly agreed that the directors to whom the Obligations apply shall be third party beneficiaries of this Section 1 with respect to the Obligations).