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. (b) Upon consummation of the transactions described in paragraph (a) of this Section 1, the Crabbe Huson Trust, on behalf of the Crabbe Huson Fund, shall distribute, in complete liquidation of the Crabbe Huson Fund, (A) pro rata to the Retail Crabbe Huson Fund Shareholders of record as of the Closing Date the Class A New Crabbe Huson Fund Shares received by the Crabbe Huson Fund, and (B) pro rata to the Institutional Crabbe Huson Fund Shareholders of record as of the Closing Date the Class I New Crabbe Huson Fund Shares received by the Crabbe Huson Fund. Such distribution shall be accomplished by the establishment, at the expense of the New Crabbe Huson Fund, (A) of an open account on the records of the New Crabbe Huson Fund in the name of each Retail Crabbe Huson Fund Shareholder representing a number of Class A New Crabbe Huson Fund Shares equal to the number of shares of the Crabbe Huson Fund owned of record by such shareholder at the Closing Date, and (B) of an open account on the records of the Crabbe Huson Fund in the name of each Institutional Crabbe Huson Fund Shareholder representing a number of Class I Fund Shares equal to the number of shares of the Crabbe Huson Fund owned of record by such shareholder at the Closing Date. Certificates, if any, for shares of the Crabbe Huson Fund issued prior to the reorganization and held by Retail Crabbe Huson Fund Shareholders and Institutional Crabbe Huson Fund Shareholders shall represent the same number of outstanding Class A or Class I New Crabbe Huson Fund Shares, respectively, following the reorganization. In the interest of economy and convenience, certificates representing the Crabbe Huson Fund Shares will not be physically issued. (c) As promptly as practicable after the Closing Date, the Crabbe Huson Fund shall be terminated pursuant to the provisions of the laws of the State of Delaware, and, after the Closing Date, the Crabbe Huson Fund shall not conduct any business except in connection with its liquidation.

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. (b) Upon consummation of the transactions described in paragraph (a) of this Section 1, the Crabbe Huson Trust, on behalf of the Crabbe Huson Fund, Fund shall distribute, in complete liquidation of the Crabbe Huson Fund, (A) pro rata to the Retail Crabbe Huson Fund Shareholders of record as of the Closing Date the Class A New Crabbe Huson Fund Shares received by the Crabbe Huson Fund, and (B) pro rata to the Institutional Crabbe Huson Fund Shareholders of record as of the Closing Date the Class I New Crabbe Huson Fund Shares received by the Crabbe Huson Fund. Such distribution shall be accomplished by the establishment, at the expense of the New Crabbe Huson Fund, (A) Fund of an open account on the records of the New Crabbe Huson Fund in the name of each Retail Crabbe Huson Fund Shareholder representing a number of Class A New Crabbe Huson Fund Shares equal to the number of shares of the Crabbe Huson Fund owned of record by such shareholder at the Closing Date, and (B) of an open account on the records of the Crabbe Huson Fund in the name of each Institutional Crabbe Huson Fund Shareholder representing a number of Class I Fund Shares equal to the number of shares of the Crabbe Huson Fund owned of record by such shareholder at the Closing Date. Certificates, if any, for shares of the Crabbe Huson Fund issued prior to the reorganization and held by Retail Crabbe Huson Fund Shareholders and Institutional Crabbe Huson Fund Shareholders shall represent the same number of outstanding Class A or Class I New Crabbe Huson Fund Shares, respectively, Shares following the reorganization. In the interest of economy and convenience, certificates representing the Crabbe Huson Fund Shares will not be physically issued. (c) As promptly as practicable after the Closing Date, the Crabbe Huson Fund shall be terminated pursuant to the provisions of the laws of the State of Delaware, and, after the Closing Date, the Crabbe Huson Fund shall not conduct any business except in connection with its liquidation.

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). (b) Upon consummation of the transactions described in paragraph (a) of this Section 1, the Crabbe Huson SoGen Trust, on behalf of the Crabbe Huson SoGen Fund, shall distribute, in complete liquidation of the Crabbe Huson SoGen Fund, (A) pro rata to the Retail Crabbe Huson SoGen Fund Shareholders of record as of the Closing Date the Class A New Crabbe Huson SoGen Fund Shares received by the Crabbe Huson SoGen Fund, and (B) pro rata to the Institutional Crabbe Huson SoGen Fund Shareholders of record as of the Closing Date the Class I Z New Crabbe Huson SoGen Fund Shares received by the Crabbe Huson SoGen Fund. Such distribution shall be accomplished by the establishment, at the expense of the New Crabbe Huson SoGen Fund, (A) of an open account on the records of the New Crabbe Huson SoGen Fund in the name of each Retail Crabbe Huson SoGen Fund Shareholder representing a number of Class A New Crabbe Huson SoGen Fund Shares equal to the number of shares of the Crabbe Huson SoGen Fund owned of record by such shareholder at the Closing Date, and (B) of an open account on the records of the Crabbe Huson New SoGen Fund in the name of each Institutional Crabbe Huson SoGen Fund Shareholder representing a number of Class I Z New SoGen Fund Shares equal to the number of shares of the Crabbe Huson SoGen Fund owned of record by such shareholder at the Closing Date. Certificates, if any, for shares of the Crabbe Huson SoGen Fund issued prior to the reorganization and held by Retail Crabbe Huson SoGen Fund Shareholders and Institutional Crabbe Huson SoGen Fund Shareholders shall represent the same number of outstanding Class A or Class I Z New Crabbe Huson SoGen Fund Shares, respectively, following the reorganization. In the interest of economy and convenience, certificates representing the Crabbe Huson New SoGen Fund Shares will not be physically issued. (c) As promptly as practicable after the Closing Date, the Crabbe Huson SoGen Fund shall be terminated pursuant to the provisions of the laws of the State of DelawareMaryland, and, after the Closing Date, the Crabbe Huson SoGen Fund shall not conduct any business except in connection with its dissolution and liquidation.

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 MFT Portfolio set forth opposite its name in the table attached hereto as Schedule I (each such MFT Portfolio being the "Corresponding MFT Portfolio" of the Hanover Portfolio set forth opposite its name, and each such Hanover Portfolio being the "Corresponding Hanover Portfolio" of the MFT 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 MFT agrees at the Closing to cause each MFT 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 Fund Corresponding Hanover Portfolio full and fractional shares of that series and class of MFT's shares of beneficial interest, representing Vista Shares of such MFT Portfolio (A) a "MFT Portfolio Shares"), equal to that number of full and fractional Class A New Crabbe Huson Fund MFT 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. (b2) Upon consummation At the Effective Time of the transactions described in paragraph (a) of this Section 1Reorganization, the Crabbe Huson Trust, on behalf of the Crabbe Huson Fund, shall distribute, in complete liquidation of the Crabbe Huson Fund, (A) each Hanover Portfolio will liquidate and distribute pro rata to the Retail Crabbe Huson Fund Shareholders its holders of record Hanover Portfolio Shares as of the Closing Date Effective Time of the Class A New Crabbe Huson Fund Reorganization the MFT Portfolio Shares of the Corresponding MFT Portfolio received by the Crabbe Huson Fund, such Hanover Portfolio pursuant to this Section 2(a). Such liquidation and (B) pro rata to the Institutional Crabbe Huson Fund Shareholders of record as of the Closing Date the Class I New Crabbe Huson Fund Shares received distribution will be accompanied by the Crabbe Huson Fund. Such distribution shall be accomplished by the establishment, at the expense of the New Crabbe Huson Fund, (A) establishment of an open account on the respective share records of the New Crabbe Huson Fund each MFT Portfolio in the name of each Retail Crabbe Huson Fund Shareholder record holder of Hanover Portfolio Shares of the Corresponding Hanover Portfolio and representing a the respective pro rata number of Class A New Crabbe Huson Fund MFT Portfolio Shares equal due such shareholder. Fractional MFT Portfolio Shares will be carried to the number third decimal place. Simultaneously with such crediting of shares of MFT Portfolio Shares to the Crabbe Huson Fund owned of record shareholders, the Hanover Portfolio Shares held by such shareholder at the Closing Date, and (B) of an open account on the records of the Crabbe Huson Fund in the name of each Institutional Crabbe Huson Fund Shareholder representing a number of Class I Fund Shares equal to the number of shares of the Crabbe Huson Fund owned of record by such shareholder at the Closing Date. Certificates, if any, for shares of the Crabbe Huson Fund issued prior to the reorganization and held by Retail Crabbe Huson Fund Shareholders and Institutional Crabbe Huson Fund Shareholders shareholders shall represent the same number of outstanding Class A or Class I New Crabbe Huson Fund Shares, respectively, following the reorganization. In the interest of economy and convenience, certificates representing the Crabbe Huson Fund Shares will not be physically issuedcancelled. (c3) As promptly soon as practicable after the Closing Date, the Crabbe Huson Fund shall be terminated pursuant to the provisions Effective Time of the laws Reorganization, Hanover shall take all the necessary steps under Maryland law and Hanover's Articles of Incorporation, as amended and supplemented, to effect a complete dissolution of Hanover and to deregister Hanover under the State Investment Company Act of Delaware1940, and, after as amended (the Closing Date, the Crabbe Huson Fund shall not conduct any business except in connection with its liquidation"Act").

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. (b) Upon consummation of the transactions described in paragraph (a) of this Section 1, the Crabbe Huson Trust, on behalf of the Crabbe Huson Fund, Fund shall distribute, in complete liquidation of the Crabbe Huson Fund, (A) pro rata to the Retail Crabbe Huson Fund Shareholders of record as of the Closing Date the Class A New Crabbe Huson Fund Shares received by the Crabbe Huson Fund, and (B) pro rata to the Institutional Crabbe Huson Fund Shareholders of record as of the Closing Date the Class I New Crabbe Huson Fund Shares received by the Crabbe Huson Fund. Such distribution shall be accomplished by the establishment, at the expense of the New Crabbe Huson Fund, (A) Fund of an open account on the records of the New Crabbe Huson Fund in the name of each Retail Crabbe Huson Fund Shareholder representing a number of Class A New Crabbe Huson Fund Shares equal to the number of shares of the Crabbe Huson Fund owned of record by such shareholder at the Closing Date, and (B) of an open account on the records of the Crabbe Huson Fund in the name of each Institutional Crabbe Huson Fund Shareholder representing a number of Class I Fund Shares equal to the number of shares of the Crabbe Huson Fund owned of record by such shareholder at the Closing Date. Certificates, if any, for shares of the Crabbe Huson Fund issued prior to the reorganization and held by Retail Crabbe Huson Fund Shareholders and Institutional Crabbe Huson Fund Shareholders shall represent the same number of outstanding Class A or Class I New Crabbe Huson Fund Shares, respectively, following the reorganization. In the interest of economy and convenience, certificates representing the Crabbe Huson Fund Shares will not be physically issued. (c) As promptly as practicable after the Closing Date, the Crabbe Huson Fund shall be terminated pursuant to the provisions of the laws of the State of Delaware, and, after the Closing Date, the Crabbe Huson Fund shall not conduct any business except in connection with its liquidation.

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. (b) Upon consummation of the transactions described in paragraph (a) of this Section 1, the Crabbe Huson Trust, on behalf of the Crabbe Huson Fund, shall distribute, in complete liquidation of the Crabbe Huson Fund, (A) pro rata to the Retail Crabbe Huson Fund Shareholders of record as of the Closing Date the Class A New Crabbe Huson Fund Shares received by the Crabbe Huson Fund, and (B) pro rata to the Institutional Crabbe Huson Fund Shareholders of record as of the Closing Date the Class I New Crabbe Huson Fund Shares received by the Crabbe Huson Fund. Such distribution shall be accomplished by the establishment, at the expense of the New Crabbe Huson Fund, (A) Fund of an open account on the records of the New Crabbe Huson Fund in the name of each Retail Crabbe Huson Fund Shareholder representing a number of Class A New Crabbe Huson Fund Shares equal to the number of shares of the Crabbe Huson Fund owned of record by such shareholder at the Closing Date, and (B) of an open account on the records of the Crabbe Huson Fund in the name of each Institutional Crabbe Huson Fund Shareholder representing a number of Class I Fund Shares equal to the number of shares of the Crabbe Huson Fund owned of record by such shareholder at the Closing Date. Certificates, if any, for shares of the Crabbe Huson Fund issued prior to the reorganization and held by Retail Crabbe Huson Fund Shareholders and Institutional Crabbe Huson Fund Shareholders shall represent the same number of outstanding Class A or Class I New Crabbe Huson Fund Shares, respectively, Shares following the reorganization. In the interest of economy and convenience, certificates representing the Crabbe Huson Fund Shares will not be physically issued. (c) As promptly as practicable after the Closing Date, the Crabbe Huson Fund shall be terminated pursuant to the provisions of the laws of the State of Delaware, and, after the Closing Date, the Crabbe Huson Fund shall not conduct any business except in connection with its liquidation.

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 determined in Section 2(c) hereof. Any shares of capital stock, par value $.001 per share, of the Hanover Portfolios ("Hanover Portfolio Shares") held in the treasury of Hanover on the Effective Time of the Reorganization (as defined in Paragraph 3(iSection 2(b) belowhereof) equal shall thereupon be retired. (2) At the Effective Time of the Reorganization, each Hanover Portfolio will liquidate and distribute pro rata to its holders of Hanover Portfolio Shares as of the number Effective Time of full the Reorganization the MFG Portfolio Shares of the Corresponding MFG Portfolio received by such Hanover Portfolio pursuant to this Section 2(a). In the case of each Hanover Portfolio other than The Hanover Small Capitalization Growth Fund, all shareholders of such Hanover Portfolios will receive the MFG Portfolio Shares of the Corresponding MFG Portfolio identified in Section 2(a)(1) above. In the case of the Hanover Small Capitalization Growth Fund, shareholders of both the "Investor Shares" and fractional Primary the "Advisor Shares" thereof will receive Class A shares of the Crabbe Huson Vista Small Cap Equity Fund (and shareholders of "Retail Crabbe Huson Fund CBC Benefit 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 " thereof will receive 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. (b) Upon consummation of the transactions described in paragraph (a) of this Section 1, the Crabbe Huson Trust, on behalf of the Crabbe Huson Fund, shall distribute, in complete liquidation of the Crabbe Huson Fund, (A) pro rata to the Retail Crabbe Huson Fund Shareholders of record as of the Closing Date the Class A New Crabbe Huson Fund Shares received by the Crabbe Huson Fund, and (B) pro rata to the Institutional Crabbe Huson Fund Shareholders of record as of the Closing Date the Class I New Crabbe Huson Fund Shares received by the Crabbe Huson Vista Small Cap Equity Fund. Such liquidation and distribution shall will be accomplished accompanied by the establishment, at the expense of the New Crabbe Huson Fund, (A) establishment of an open account on the respective share records of the New Crabbe Huson Fund each MFG Portfolio in the name of each Retail Crabbe Huson Fund Shareholder record holder of Hanover Portfolio Shares of the Corresponding Hanover Portfolio and representing a the respective pro rata number of Class A New Crabbe Huson Fund MFG Portfolio Shares equal due such shareholder. Fractional MFG Portfolio Shares will be carried to the number third decimal place. Simultaneously with such crediting of shares of MFG Portfolio Shares to the Crabbe Huson Fund owned of record shareholders, the Hanover Portfolio Shares held by such shareholder at the Closing Date, and (B) of an open account on the records of the Crabbe Huson Fund in the name of each Institutional Crabbe Huson Fund Shareholder representing a number of Class I Fund Shares equal to the number of shares of the Crabbe Huson Fund owned of record by such shareholder at the Closing Date. Certificates, if any, for shares of the Crabbe Huson Fund issued prior to the reorganization and held by Retail Crabbe Huson Fund Shareholders and Institutional Crabbe Huson Fund Shareholders shareholders shall represent the same number of outstanding Class A or Class I New Crabbe Huson Fund Shares, respectively, following the reorganization. In the interest of economy and convenience, certificates representing the Crabbe Huson Fund Shares will not be physically issuedcancelled. (c3) As promptly soon as practicable after the Closing Date, the Crabbe Huson Fund shall be terminated pursuant to the provisions Effective Time of the laws Reorganization, Hanover shall take all the necessary steps under Maryland law and Hanover's Articles of Incorporation, as amended and supplemented, to effect a complete dissolution of Hanover and to deregister Hanover under the State Investment Company Act of Delaware1940, and, after as amended (the Closing Date, the Crabbe Huson Fund shall not conduct any business except in connection with its liquidation"Act").

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. (b) Upon consummation of the transactions described in paragraph (a) of this Section 1, the Crabbe Huson Trust, on behalf of the Crabbe Huson Fund, Fund shall distribute, in complete liquidation of the Crabbe Huson Fund, (A) pro rata to the Retail Crabbe Huson Fund Shareholders of record as of the Closing Date the Class A New Crabbe Huson Fund Shares received by the Crabbe Huson Fund, and (B) pro rata to the Institutional Crabbe Huson Fund Shareholders of record as of the Closing Date the Class I New Crabbe Huson Fund Shares received by the Crabbe Huson Fund. Such distribution shall be accomplished by the establishment, at the expense of the New Crabbe Huson Fund, (A) Fund of an open account on the records of the New Crabbe Huson Fund in the name of each Retail Crabbe Huson Fund Shareholder representing a number of Class A New Crabbe Huson Fund Shares equal to the number of shares of the Crabbe Huson Fund owned of record by such shareholder at the Closing Date, and (B) of an open account on the records of the Crabbe Huson Fund in the name of each Institutional Crabbe Huson Fund Shareholder representing a number of Class I Fund Shares equal to the number of shares of the Crabbe Huson Fund owned of record by such shareholder at the Closing Date. Certificates, if any, for shares of the Crabbe Huson Fund issued prior to the reorganization and held by Retail Crabbe Huson Fund Shareholders and Institutional Crabbe Huson Fund Shareholders shall represent the same number of outstanding Class A or Class I New Crabbe Huson Fund Shares, respectively, Shares following the reorganization. In the interest of economy and convenience, certificates representing the Crabbe Huson Fund Shares will not be physically issued. (c) As promptly as practicable after the Closing Date, the Crabbe Huson Fund shall be terminated pursuant to the provisions of the laws of the State of Delaware, and, after the Closing Date, the Crabbe Huson Fund shall not conduct any business except in connection with its liquidation.