<PAGE>
As filed with the Securities and Exchange Commission on February 28, 1997
File No.33-64363
811-7427
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 4 [X]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
Post-Effective Amendment No. 4 [X]
(Check appropriate box or boxes.)
CRABBE HUSON FUNDS
(Exact Name of Registrant as Specified in Charter)
121 S.W. Morrison, Suite 1425
Portland, Oregon 97204
(Address, including Zip Code, of Principal Executive Offices)
(503) 295-0919
1-800-541-9732
(Registrant's Telephone Number, including Area Code)
Richard S. Huson
121 S.W. Morrison, Suite 1425
Portland, Oregon 97204
(Name and Address, including Zip Code, of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after the
effectiveness of the registration under the Securities Act of 1933
It is proposed that this filing will become effective (check appropriate box)
X immediately upon filing pursuant to paragraph (b)
- ----
on (date) pursuant to paragraph (b)
- ----
75 days after filing pursuant to paragraph (a)
- ----
on (date) pursuant to paragraph (a) of Rule 485
- ----
<PAGE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay the effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to Section 8(a), may determine.
Please forward copies of communications to:
Mark A. Wentzien
Davis Wright Tremaine
2300 First Interstate Tower
1300 S.W. Fifth Avenue
Portland, Oregon 97201
__________________________
An indefinite number of shares of Common Stock have been registered by the
issuer pursuant to Rule 24f-2 of the Investment Company Act of 1940.
<PAGE>
CRABBE HUSON FUNDS
(Primary Class)
Cross-Reference Sheet Showing Location in Prospectus and
Statement of Additional Information of
Information Required by Items of the Registration Form
Form N-1A Item Number and Caption Location
- --------------------------------- ---------
Part A
- ------
1 Cover Page . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
2 Synopsis
2(a) Shareholder Transaction Expenses . . . . . . . . . . . . Expense Data
2(b)+(c) Synopsis of Prospectus . . . . . . . . . . Summary of Key Information
3 Condensed Financial Information
3(a) Per Share Income & Capital Changes . . . . . . . . . . Not Applicable
3(b) Debt History . . . . . . . . . . . . . . . . . . . . . Not Applicable
3(c) Performance Data . . . . . . . . . . . Performance Comparisons; Yield
4 General Description of Registrant
4(a)(i) Organization . . . . Investment Objectives and Policies; Fundamental
Policies
4(a)(ii) Investment Objectives and Policies . . . . Investment Objectives and
Policies; Fundamental Policies
4(b) Other Investments . . . . . . . . . . . . . . . . . . Not Applicable
4(c) Risk Factors . . Characteristics, Risks of Securities and Investment
Techniques
5 Management of the Fund
5(a) Board of Directors . . . . . . . . . . . . . Management of the Funds
5(b)(i) Investment Advisor . . . . . . . . . . . . . Management of the Funds
5(b)(ii) Services of Investment Advisor . . . . . . . Management of the Funds
<PAGE>
Form N-1A Item Number and Caption Location
- --------------------------------- ---------
5(b)(iii) Compensation of Advisor . . . . . . . . . . . Management of the Funds
5(c) Portfolio Manager(s). . . . . . . . . . . . . Management of the Funds
5(d) Other Management Services . . . . . . . . . . . . . . .Not Applicable
5(e) Transfer Agent, Dividend Paying Agent . . . . Management of the Funds
5(f) Expenses. . . . . . . . . . . . . . . . . . . Management of the Funds
5(g)(i) Brokerage Commissions . . . . . . . . . . . . Allocation of Brokerage
5(g)(ii) Allocation of Brokerage . . . . . . . . . . . Allocation of Brokerage
5A Management's Discussion of Fund Performance . . . . . .Not Applicable
6 Capital Stock and Other Securities
6(a) Rights and Restrictions . . . . . . . . . . . . . . Capital Structure
6(b) Control Persons . . . . . . . . . . . . . . . . . . . Control Persons
6(c) Changes in Rights of Holders. . . . . . . . . . . . Capital Structure
6(d) Other Classes of Securities . . . . . . . . . . . . . Not Applicable
6(e) Shareholder Inquiries . . . . . . . . . . . . . . Investor Services;
Special Services - Crabbe Huson "Instant Access"
6(f) Dividends and Distributions . . . . . . . . . . . . Capital Structure
6(g) Taxes . . . . . . . . . . . . . . . . Dividends, Capital Gains, Taxes
7 Purchase of Securities Being Offered
7(a) Underwriter . . . . . . . . . . . . . . . How to Purchase Your Shares
7(b) Determination of Offering Price . . . . . . . . . . . Net Asset Value
7(c) Special Plans . . . . . . . . . . . . . How to Purchase Your Shares;
Investor Services;
Special Services;
<PAGE>
Form N-1A Item Number and Caption Location
- --------------------------------- ---------
7(d) Minimum Investment . . . Investor Services - Information You Need to
Know to Purchase, Redeem or Exchange Shares - Minimum Investments
7(e) Trail Fee . . . . . . . . . . . . . . . . . . . . . . Not Applicable
7(f) 12b-1 Fees . .Statement of Additional Information - Distribution Plan
8 Redemption or Repurchase
8(a) Redemption Procedures and Charges . . . . How to Redeem Your Shares;
How to Exchange Your Shares;
Special Services - Crabbe Huson "Instant Access"
8(b) Repurchase through Broker-Dealer. . . . . . How to Redeem Your Shares
How to Exchange Your Shares;
Special Services - Crabbe Huson "Instant Access"
8(c) Involuntary Redemption. .Special Situations - Involuntary Redemptions
8(d) Delay of Redemption . . . . . . . . . . . . How to Redeem Your Shares
9 Pending Legal Proceedings . . . . . . . . . . . . . . Not Applicable
Part B
- ------
10 Cover Page . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
11 Table of Contents . . . . . . . . . . . . . . . . . Table of Contents
12 General Information and History . . . . . . . . . General Information
13 Investment Objectives and Policies. . . . . . Prospectus - Investment
Objectives and Policies; Fundamental Policies; Statement of
Additional Information - Investment Restrictions
13(a) Description . . . . Prospectus - Investment Objectives and Policies;
Fundamental Policies;
Statement of Additional Information - Investment Restrictions
13(b) Fundamental Policies . . . . . . . . . . . . Investment Restrictions;
Loans of Portfolio Securities
<PAGE>
Form N-1A Item Number and Caption Location
- --------------------------------- ---------
13(c) Significant Policies . . . . . Prospectus - Investment Objectives and
Policies; Fundamental Policies
13(d) Portfolio Turnover . . . Portfolio Transactions - Portfolio Turnover
14 Management of the Fund
14(a) Directors and Officers . . . . . . . . . . . . . . . . . . Management
14(b) Positions with Affiliates. . . . . . . . . . . . . . . . . Management
14(c) Compensation . . . . . . . . . . . . . . . . . . . . . . . Management
15 Control Persons and Principal Holders of Securities
15(a) Names and Addresses of Control Persons . . . . . Control Persons and
Principal Holders of Securities
15(b) Ownership of Fund. . . . . . . . . . . . . . . . Control Persons and
Principal Holders of Securities
15(c) Stock Holdings of Officers and Directors . . . . Control Persons and
Principal Holders of Securities
16 Investment Advisory and Other Services . . . Prospectus - Management
of the Funds; Statement of Additional
Information - Services Provided
by the Advisor
16(a)(i) Control Persons of the Advisor . . . . Prospectus - Management of the
Funds; Statement of Additional
Information - Services Provided
by the Advisor
16(a)(ii) Affiliates of Registrant and Advisor. .Prospectus - Management of the
Funds; Statement of Additional
Information - Services Provided
by the Advisor
16(a)(iii) Advisory Fee . . . . . . . . . Prospectus - Management of the Funds;
Statement of Additional
Information - Services Provided
by the Advisor
16(b) Services of Advisor . . . . . . . . Services Provided by the Advisor
16(c) Fees and Expenses . . . . . . . . . Services Provided by the Advisor
16(d) Other Management-Related Contracts . . . . . Administration Contract
16(e) Other Persons Furnishing Advice for Compensation . . . Not Applicable
<PAGE>
Form N-1A Item Number and Caption Location
- --------------------------------- ---------
16(f) Expenses of Distribution of Shares
Borne by Registrant . . . . . . . . Services Provided by the Advisor;
Distribution Plan
16(g) Nonbank or Nontrust Custodial Services . . . . . . . . Not Applicable
16(h) Custodian; Independent Public Accountant;
Transfer Agent . . . . . . . . . Auditors; Custodian, Transfer Agent,
and Dividend - Disbursing Agent
17 Brokerage and other Allocations
17(a) Effecting Transactions in Portfolio Securities . . . . . . Portfolio
Transactions
17(b) Payments of Commissions to Affiliates . . . . . . . . Not Applicable
17(c) Selection of Brokers . . . . . . . . . . . . . Portfolio Transactions
17(d) Allocation . . . . . . . . . . . . . . . . . . . . . . Not Applicable
17(e) Acquisition of Broker's Securities . . . . . . . . . . Not Applicable
18 Capital Stock and Other Securities
18(a) Right of Each Class of Stock . . . . . . . . . . General Information
18(b) Securities Other than Capital Stock . . . . . . . . . Not Applicable
18(f) Exemption . . . . . . . . . . . . . . . . . . . . . . Not Applicable
19 Purchase, Redemption and Pricing of Securities Being Offered
19(a) Manner of Offering . . . . . . Purchase and Redemption of Fund Shares
19(b) Valuation of Securities and Assets . . . . . . Pricing of Securities
Being Offered
19(c)
20 Tax Status . . . . . . . Prospectus - Dividends, Capital Gains, Taxes
21 Underwriters
<PAGE>
Form N-1A Item Number and Caption Location
- --------------------------------- ---------
21(a)(i) Nature of Underwriting Obligation. .Prospectus - How to Purchase Your
Shares
21(a)(ii) Continuous Offering . . . . Prospectus - How to Purchase Your Shares
21(a)(iii) Prior Compensation of Underwriter . . . . . . . . . . Not Applicable
21(b) Compensation to Affiliated Underwriters . . . . . . . Not Applicable
21(c) Other Payments to Underwriters and Dealers . . . . . . Not Applicable
22 Calculation of Performance Data
22(a) Money Market Funds . . . . . . . . . . . . . . . . . . Not Applicable
22(b)(i) Total Return . . . . . . . . . . . . . . . . . Yield and Performance
22(b)(ii) Yield. . . . . . . . . . . . . . . . . . . . . Yield and performance
22(b)(iii) Tax Equivalent Yield . . . . . . . . . . . . . Yield and Performance
23 Financial Statements . . . . . . . . . . . . . . Financial Statements
<PAGE>
[logo]
CRABBE HUSON FUNDS
PROSPECTUS
MARCH 1, 1997
THE CRABBE HUSON
SPECIAL FUND, INC.
----------------------------------------------------
CRABBE HUSON
SMALL CAP FUND - PRIMARY CLASS
----------------------------------------------------
CRABBE HUSON
REAL ESTATE INVESTMENT FUND - PRIMARY CLASS
----------------------------------------------------
CRABBE HUSON
EQUITY FUND - PRIMARY CLASS
----------------------------------------------------
CRABBE HUSON
ASSET ALLOCATION FUND - PRIMARY CLASS
----------------------------------------------------
CRABBE HUSON
OREGON TAX-FREE FUND - PRIMARY CLASS
----------------------------------------------------
CRABBE HUSON
INCOME FUND - PRIMARY CLASS
----------------------------------------------------
CRABBE HUSON
U.S. GOVERNMENT INCOME FUND - PRIMARY CLASS
----------------------------------------------------
CRABBE HUSON
U.S. GOVERNMENT MONEY MARKET FUND - PRIMARY CLASS
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUNDS OR THEIR
DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUNDS OR BY
THEIR DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE
MADE.
------------------------------------------------
TABLE OF CONTENTS
----------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
Summary of Key Information................................................... 4
Expense Data................................................................. 7
Financial Highlights......................................................... 10
Investment Objective and Policies............................................ 21
Fundamental Policies......................................................... 28
Characteristics, Risks of Securities and Investment Techniques............... 31
Management of the Funds...................................................... 43
Net Asset Value.............................................................. 48
Performance Comparisons...................................................... 48
Allocation of Brokerage...................................................... 50
Capital Structure............................................................ 50
Yield........................................................................ 52
Investor Services............................................................ 52
How to Purchase Your Shares.................................................. 53
How to Redeem Your Shares.................................................... 56
How to Exchange Your Shares.................................................. 58
When Transactions are Recorded in Your Account............................... 60
Statements................................................................... 60
Special Situations........................................................... 60
Special Services............................................................. 61
Dividends, Capital Gains, Taxes.............................................. 62
Oregon Tax-Free Fund......................................................... 64
Appendix A................................................................... 65
Appendix B................................................................... 68
</TABLE>
2
<PAGE>
------------------------------------------
PROSPECTUS
MARCH 1, 1997
--------------------------------------
Shares of the Primary class of the following nine mutual funds
(individually, a "Fund" and, collectively, the "Funds") are offered in this
Prospectus:
- CRABBE HUSON SPECIAL FUND
- CRABBE HUSON SMALL CAP FUND
- CRABBE HUSON REAL ESTATE INVESTMENT FUND
- CRABBE HUSON EQUITY FUND
- CRABBE HUSON ASSET ALLOCATION FUND
- CRABBE HUSON OREGON TAX-FREE FUND
- CRABBE HUSON INCOME FUND
- CRABBE HUSON U.S. GOVERNMENT INCOME FUND
- CRABBE HUSON U.S. GOVERNMENT MONEY MARKET FUND
Each Fund's shares offered in this Prospectus are sold at net asset value
with no sales load.
This Prospectus concisely sets forth information about the Funds you should
consider before investing, including information about the investment objective
of each Fund, along with a detailed description of the types of securities in
which each Fund may invest, and of investment policies and restrictions
applicable to each Fund. Please read it carefully and keep it for future
reference.
Additional information about each Fund contained in a Statement of
Additional Information dated March 1, 1997 has been filed with the Securities
and Exchange Commission (the "SEC"). It may be obtained free of charge by
calling Crabbe Huson Funds at (800) 541-9732. Additionally, the SEC maintains a
Web site (http://www.sec.gov) that contains the Statement of Additional
Information material incorporated by reference in this Prospectus and other
information regarding the Funds which may be of interest to an investor. The
Statement of Additional Information, as it may be supplemented from time to
time, is incorporated by reference in this Prospectus.
SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY FINANCIAL INSTITUTION, AND THE SHARES ARE NOT FEDERALLY INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER AGENCY.
- --------------------------------------------------------------------------------
AN INVESTMENT IN THE U.S. GOVERNMENT MONEY MARKET FUND (OR IN ANY OTHER FUND) IS
NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT, AND THERE CAN BE NO
ASSURANCE THAT THE U.S. GOVERNMENT MONEY MARKET FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
- --------------------------------------------------------------------------------
3
<PAGE>
THE SPECIAL FUND CAN ENTER INTO LEVERAGE TRANSACTIONS. THIS ACTIVITY COULD BE
CONSIDERED SPECULATIVE AND COULD RESULT IN GREATER COST TO THE FUND. SEE PAGE
33.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
A COPY OF THIS PROSPECTUS MUST BE DELIVERED TO RESIDENTS OF CERTAIN STATES PRIOR
TO CONSUMMATION OF A SALE OF SHARES IN THE FUND.
- --------------------------------------------------------------------------------
SHARES OF THE OREGON TAX-FREE FUND ARE ONLY AVAILABLE FOR SALE TO RESIDENTS OF
OREGON.
------------------------------------------------
SUMMARY OF KEY INFORMATION
----------------------------------
The information below is qualified in its entirety by the detailed
information appearing elsewhere in this Prospectus and in the Funds' Statement
of Additional Information.
CRABBE HUSON SPECIAL FUND
(the "Special Fund") seeks to provide significant long-term capital
appreciation. It pursues this objective through a flexible policy of investing
in a diversified portfolio of carefully selected stocks that have small to
medium market capitalization.
CRABBE HUSON SMALL CAP FUND
(the "Small Cap Fund") seeks to provide long-term capital appreciation. It
pursues this objective by investing in a diversified portfolio of carefully
selected stocks that have small market capitalization.
CRABBE HUSON REAL ESTATE INVESTMENT FUND
(the "Real Estate Fund") seeks to provide growth of capital and current income.
It pursues this objective by investing primarily in equity securities of real
estate investment trusts ("REITs") and other real estate industry companies.
CRABBE HUSON EQUITY FUND
(the "Equity Fund") seeks to provide long-term capital appreciation. It pursues
this objective by investing in a diversified portfolio of common stocks which
are widely and actively traded and that have large market capitalizations.
4
<PAGE>
CRABBE HUSON ASSET ALLOCATION FUND
(the "Asset Allocation Fund") seeks preservation of capital, capital
appreciation and income. It pursues these objectives by investing in stocks,
fixed income securities, cash and cash equivalents.
CRABBE HUSON OREGON TAX-FREE FUND
(the "Oregon Tax-Free Fund") seeks to provide as high a level of income exempt
from federal and Oregon income taxes as is consistent with prudent investment
management and the preservation of capital. It pursues this objective by
investing at least 80% of its assets in tax-exempt municipal bonds issued by the
State of Oregon and its political subdivisions.
CRABBE HUSON INCOME FUND
(the "Income Fund") seeks to provide the highest level of current income that is
consistent with preservation of capital. It pursues this objective by investing
primarily in a diversified portfolio of fixed income securities, including
convertible bonds and debentures.
CRABBE HUSON U.S. GOVERNMENT INCOME FUND
(the "U.S. Government Income Fund") seeks to provide a high level of current
income and the preservation of capital. It pursues this objective by investing
substantially all of its assets in short- and intermediate-term debt obligations
of the United States Government and its agencies or instrumentalities.
CRABBE HUSON U.S. GOVERNMENT MONEY MARKET FUND
(the "U.S. Government Money Market Fund") seeks to provide a high level of
current income and preservation of capital while maintaining shareholder
liquidity. It pursues this objective by investing in short-term money market
instruments that are direct or indirect obligations of the United States
Government or its agencies or instrumentalities, and repurchase agreements with
respect to such obligations.
Each of the Funds (other than the Special Fund) is a separate series of the
Crabbe Huson Funds, a Delaware business trust operating as an open-end
management investment company. The Special Fund is an Oregon corporation. Each
Fund operates as a diversified fund, with the exception of the Oregon Tax-Free
Fund, which is non-diversified. The Funds are managed by The Crabbe Huson Group,
Inc. (the "Adviser").
Shares of the Funds are distributed by Crabbe Huson Securities, Inc., an
affiliate of the Adviser. Certain broker-dealers, financial institutions,
depository
5
<PAGE>
institutions, and other financial intermediaries (individually, a "Financial
Intermediary" and collectively, "Financial Intermediaries") have entered into
agreements with the Distributor of the Funds to purchase shares on behalf of
their customers. There is no sales load payable in connection with the sale of
shares of any of the Funds. For information about how to purchase, redeem or
exchange shares of the Funds, see "INVESTOR SERVICES" in this Prospectus.
The Primary Class of shares of each Fund is offered pursuant to this
Prospectus. Some of the Funds offer or intend to offer additional classes of
shares to investors eligible to purchase those shares, including shares of an
Institutional Class to be offered by the Small Cap, Equity and Asset Allocation
Funds. Each class of shares has or will have different fees and expenses than
the class of shares offered by this Prospectus and those different fees and
expenses may affect performance. To obtain information concerning the other
class of shares not offered in this Prospectus, call (800) 541-9732 or contact
your Financial Intermediary.
Because the Funds have the same adviser, officers and directors or trustees
and have similar investment privileges, the Funds believe you will find this
combined Prospectus useful and informative in understanding the important
features of the Funds and their similarities and differences. Although each Fund
is offering only its own shares and is not participating in the sale of the
shares of the other Funds, it is possible that a Fund might become liable for
any misstatement, inaccuracy or incomplete disclosure in the Prospectus
concerning the Funds.
The Special, Small Cap, Real Estate, Equity and Asset Allocation Funds are
subject to the risks of investments in common stock, principally that the prices
of stocks can fluctuate dramatically in response to company, market, or economic
news. The Special, Equity, Asset Allocation, Income and U.S. Government Income
Funds historically have had turnover rates in their portfolios in excess of 75%
per year, resulting in potentially higher brokerage costs and the potential loss
of advantageous long-term capital gain treatment for tax purposes. See "Taxes"
and "Allocation of Brokerage." In addition, the Special, Small Cap, Equity,
Asset Allocation and Income Funds may each invest up to 35% of its total assets
in securities issued by foreign issuers. Both the Small Cap Fund and Real Estate
Fund have a limited operating history. In addition, the Real Estate Fund invests
primarily in real estate equity securities, and investments in that Fund are
subject to certain risks associated with the direct ownership of real estate. A
significant risk associated with investments in the Oregon Tax-Free, Income and
U.S. Government Income Funds is that of increasing interest rates causing a
decline in the net asset value of the Fund. The Oregon Tax-Free Fund may be
subject to greater risks resulting from economic difficulties unique to the
State of Oregon, where most of its securities are originated. The Special Fund
may, from time to time, leverage its assets by using borrowed
6
<PAGE>
money to increase its portfolio positions. For additional information about
specific risk factors associated with an investment in each of the Funds, see
"CHARACTERISTICS AND RISKS OF SECURITIES AND INVESTMENT TECHNIQUES."
--------------------------------------
EXPENSE DATA
----------------------------------
The following information is provided in order to help you understand the
various costs and expenses that you as an investor in the Funds, will bear,
directly or indirectly.
---------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases.................... NONE
Maximum Sales Load Imposed on Reinvested Dividends......... NONE
Deferred Sales Load........................................ NONE
Redemption Fees............................................ NONE
Exchange Fees.............................................. NONE
</TABLE>
---------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(1)
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
SMALL REAL ASSET
SPECIAL CAP ESTATE EQUITY ALLOCATION
FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
-------------------------------------------------------
Management Fees (after waiver)(2)...... .79% .17% .62% .88% .96%
12b-1 Fees(3).......................... .17% .25% .25% .25% .25%
Other Expenses (after
reimbursement)(4)..................... .54% 1.08% .63% .25% .26%
TOTAL FUND OPERATING EXPENSES (AFTER
REIMBURSEMENT OR WAIVER)(5)........... 1.50% 1.50% 1.50% 1.38% 1.47%
<CAPTION>
U.S.
U.S. GOVERNMENT
OREGON GOVERNMENT MONEY
TAX-FREE INCOME INCOME MARKET
FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
------------------------------------------------
Management Fees (after waiver)(2)...... .44% 0% 0% .14%
12b-1 Fees(3).......................... .21% .25% .22% .16%
Other Expenses (after
reimbursement)(4)..................... .33% .55% .53% .40%
TOTAL FUND OPERATING EXPENSES (AFTER
REIMBURSEMENT OR WAIVER)(5)........... .98% .80% .75% .70%
</TABLE>
7
<PAGE>
EXAMPLE ---------------------------------------------------------------------
Assuming, hypothetically, that each Fund's annual return is 5% and that its
operating expenses are as set forth above, an investor buying $1,000 of a Fund's
shares would have paid the following total expenses upon redeeming such shares
at the end of the indicated period:(6)
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
--------------------------------------------------
Special Fund.................................... $ 15 $ 48 $ 82 $ 180
Small Cap Fund.................................. 15 48 82 180
Real Estate Fund................................ 15 48 82 180
Equity Fund..................................... 14 44 76 167
Asset Allocation Fund........................... 15 47 80 176
Oregon Tax-Free Fund............................ 10 31 54 121
Income Fund..................................... 8 26 45 99
U.S. Government Income Fund..................... 8 24 42 93
U.S. Government Money Market Fund............... 7 22 39 87
</TABLE>
The purpose of the above table is to assist the investor in understanding
the various costs and expenses that an investor in the Funds will bear directly
or indirectly. Certain broker dealers, financial institutions and financial
advisers also may charge their clients fees in connection with investment in the
Funds, which fees are not reflected in the above table. A long-term shareholder
may pay more than the economic equivalent of the maximum front-end sales charge
permitted by the rules and regulations of the National Association of Securities
Dealers due to 12b-1 fees. See "MANAGEMENT OF THE FUNDS -- Distributor" in this
Prospectus.
(1) Except for the Small Cap Fund and the Special Fund, the expenses specified
in the table above are based on actual expenses incurred for the year ended
October 31, 1996. Since the Small Cap Fund is new and did not commence
operations until February 20, 1996, "Other Expenses" have been estimated.
Expenses for the Special Fund have been restated and increased to reflect
current fees for the Fund.
(2) Reflects a waiver of fees by the Adviser of $2,054; $410; $55,021; $63,060;
$15,468; $44,954; $40,823; and $169,200 for the Equity Fund, the Asset
Allocation Fund, the Small Cap Fund, the Real Estate Fund, the Oregon
Tax-Free Fund, the Income Fund, the U.S. Government Income Fund, and the
U.S. Government Money Market Fund, respectively. If the waiver had not been
made these percentages would have been .88%, .96%, 1.00%, 1.00%, .50%,
.75%, .50% and .50%.
(3) The maximum 12b-1 distribution fee that can be charged is .25% of a Fund's
average annual net assets.
8
<PAGE>
(4) Reflects a reimbursement of Fund expenses by the Adviser of $44,490 and
$30,935 for the Income and the U.S. Government Income Funds, respectively.
If the reimbursement had not been made, these percentages would have been
1.29% and .90%, respectively.
(5) The Adviser voluntarily waived its Management Fee and/or reimbursed the
Funds' expenses to the extent Total Fund Operating Expenses exceeded 1.50%
for the Small Cap Fund and the Real Estate Fund, .98% for the Oregon
Tax-Free Fund, .80% for the Income Fund, .75% for the U.S. Government
Income Fund and .70% for the U.S. Government Money Market Fund per annum of
the Fund's net asset value. If the waivers had not been made, Total Fund
Operating Expenses would have been 2.32%, 1.88%, 1.04%, 2.29%, 1.63% and
1.06% for the Small Cap Fund, the Real Estate Fund, the Oregon Tax-Free
Fund, the Income Fund, the U.S. Government Income Fund and the U.S.
Government Money Market Fund, respectively. The Adviser has terminated its
agreement to waive its Management Fee or reimburse Fund expenses. From time
to time the Adviser may voluntarily waive its Management Fee or reimburse a
Fund's expenses, but it is under no legal or contractual obligation to do
so.
(6) THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
FUND EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN
THOSE SHOWN. MOREOVER, WHILE THE TABLE ASSUMES A 5% ANNUAL RETURN, THE
FUNDS' ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESSER THAN 5%.
9
<PAGE>
THE CRABBE HUSON SPECIAL FUND, INC.
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
The following information has been audited by KPMG Peat Marwick LLP, independent
auditors, whose report dated December 10, 1996 appears in the Funds' Statement
of Additional Information. For the year or period ended October 31, 1996,
calculations are based on a share outstanding during the period. For years or
periods ending prior to November 1, 1995, calculations are based on average
number of shares outstanding for each year or period. Further information about
the performance of the Funds is contained in the Funds' Annual Report, dated
October 31, 1996, copies of which may be obtained free of charge by calling
(800) 541-9732.
<TABLE>
<CAPTION>
YEAR ENDED
---------------------------------------------------------------
10/31/96 10/31/95 10/31/94 10/31/93 10/31/92
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.................... $13.80 $14.08 $11.82 $8.36 $12.05
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income................................... 0.14 0.27 0.05 (0.08) (0.02)
Net Realized & Unrealized Gain (Loss)
on Investments......................................... 0.55 (0.29) 2.30 3.54 (1.62)
---------------------------------------------------------------
Total from Investment Operations.................... 0.69 (0.02) 2.35 3.46 (1.64)
LESS DISTRIBUTIONS
Distributions from Net Investment
Income................................................. 0.14 0.02 0.00 0.00 0.03
Distributions in excess of Net Investment Income........ 0.07 0.00 0.09 0.00 2.02
Distributions from Capital Gains........................ 0.21 0.24 0.00 0.00 0.00
Distributions in excess of Capital Gains................ 0.36 0.00 0.00 0.00 0.00
---------------------------------------------------------------
Total Distributions................................. 0.78 0.26 0.09 0.00 2.05
NET ASSET VALUE, END OF PERIOD.......................... $13.71 $13.80 $14.08 $11.82 $8.36
TOTAL RETURN............................................ 5.03% 1.78% 22.40% 41.39% 8.11%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)....................... $481,039 $878,560 $319,811 $238,167 $5,857
Ratio of Expenses to Average Net Assets................. 1.37%(a) 1.40% 1.44% 1.57% 1.74%
Ratio of Net Investment Income to Average Net Assets.... 0.72% 1.95% 0.39% (0.73)% (0.25)%
Portfolio Turnover Rate................................. 32.88% 122.97% 146.44% 73.29% 102.27%
Average Commission Rate................................. $0.0358(b) -- -- -- --
<CAPTION>
PERIOD
ENDED
-----------
10/31/91 10/31/90 10/31/89 10/31/88 10/31/87(C)
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.................... $8.78 $11.49 $9.69 $8.13 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income................................... 0.04 0.15 0.21 (0.05) (0.04)
Net Realized & Unrealized Gain (Loss)
on Investments......................................... 4.01 (1.43) 1.59 1.61 (1.83)
Total from Investment Operations.................... 4.05 (1.28) 1.80 1.56 (1.87)
LESS DISTRIBUTIONS
Distributions from Net Investment
Income................................................. 0.14 0.22 0.00 0.00 0.00
Distributions in excess of Net Investment Income........ 0.64 1.21 0.00 0.00 0.00
Distributions from Capital Gains........................ 0.00 0.00 0.00 0.00 0.00
Distributions in excess of Capital Gains................ 0.00 0.00 0.00 0.00 0.00
Total Distributions................................. 0.78 1.43 0.00 0.00 0.00
NET ASSET VALUE, END OF PERIOD.......................... $12.05 $8.78 $11.49 $9.69 $8.13
TOTAL RETURN............................................ 49.58% (10.90)% 18.68% 19.63% (30.32)%(d)
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)....................... $3,542 $2,926 $3,356 $4,393 $1,892
Ratio of Expenses to Average Net Assets................. 1.92% 2.00% 2.00% 3.94% 2.60%(d)
Ratio of Net Investment Income to Average Net Assets.... 0.32% 1.55% 1.96% 3.34% 0.05%(d)
Portfolio Turnover Rate................................. 256.68% 314.73% 275.62% 155.12% 3.90%
Average Commission Rate................................. -- -- -- -- --
</TABLE>
<PAGE>
THE CRABBE HUSON SPECIAL FUND, INC.
FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
YEAR ENDED
-----------------------------------------------------------
10/31/96 10/31/95 10/31/94 10/31/93 10/31/92
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets................. 1.37%(a) 1.40% 1.54% 1.59% 2.18%
Ratio of Net Investment Income to Average Net Assets.... 0.72% 1.95% 0.29% (0.75)% (0.69)%
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets................. 1.37% -- -- -- --
Ratio of Net Investment Income to Average Net Assets.... 0.72% -- -- -- --
<CAPTION>
PERIOD
ENDED
---------
10/31/91 10/31/90 10/31/89 10/31/88 10/31/87(c)
<S> <C> <C> <C> <C> <C>
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets................. 2.40% 2.86% 2.44% -- --
Ratio of Net Investment Income to Average Net Assets.... (0.15)% 0.70% 1.53% -- --
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets................. -- -- -- -- --
Ratio of Net Investment Income to Average Net Assets.... -- -- -- -- --
</TABLE>
- -------------------
(a) Ratios include expenses paid indirectly through directed brokerage and
certain expense offset arrangements.
(b) Disclosure of the average commission rate paid relates to the purchase
and sale of investment securities and is required for funds that
invest greater than 10% of average net assets in equity transactions.
This disclosure is required for fiscal periods beginning on or after
September 1, 1995.
(c) Commencement of operations - 4/9/87.
(d) Computed on an annualized basis.
(e) Commencement of operations - 2/20/96.
(f) Commencement of operations - 1/31/89.
(g) Commencement of operations - 4/4/94.
(h) The Fund's fiscal year was changed from 9/30 to 10/31, effective
10/31/87, which represents a conformed 12 month period.
<PAGE>
CRABBE HUSON SMALL CAP FUND - PRIMARY CLASS
FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
PERIOD ENDED
10/30/96(e)
<S> <C>
----------------
NET ASSET VALUE, BEGINNING OF PERIOD......... $10.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................ 0.03
Net Realized & Unrealized Gain (Loss) on
Investments................................. 0.99
----------------
Total from Investment Operations......... 1.02
LESS DISTRIBUTIONS
Distributions from Net Investment Income..... 0.00
Distributions in excess of Net Investment
Income...................................... 0.00
Distributions from Capital Gains............. 0.00
----------------
Total Distributions...................... 0.00
NET ASSET VALUE, END OF PERIOD............... $11.02
TOTAL RETURN................................. 10.20%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)............ $19,156
Ratio of Expenses to Average Net Assets...... 1.50%(a)(d)
Ratio of Net Investment Income to Average Net
Assets...................................... 0.70%(d)
Portfolio Turnover Rate...................... 39.34%
Average Commission Rate...................... $0.0275 (b)
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets...... 2.32%(a)(d)
Ratio of Net Investment Income to Average Net
Assets...................................... (0.11 )%(d)
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets...... 1.51%(d)
Ratio of Net Investment Income to Average Net
Assets...................................... 0.71%(d)
</TABLE>
See footnotes on page 11.
<PAGE>
CRABBE HUSON ASSET ALLOCATION FUND - PRIMARY CLASS
FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
YEAR ENDED
------------------------------------------------------------------
10/31/96 10/31/95 10/31/94 10/31/93 10/31/92 10/31/91
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD......................... $13.64 $12.87 $13.52 $11.68 $11.00 $9.24
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................................ 0.30 0.34 0.30 0.23 0.35 0.41
Net Realized & Unrealized Gain (Loss) on Investments......... 0.88 1.21 (0.08) 2.09 0.82 1.82
------------------------------------------------------------------
Total from Investment Operations......................... 1.18 1.55 0.22 2.32 1.17 2.23
LESS DISTRIBUTIONS
Distributions from Net Investment Income..................... 0.30 0.33 0.29 0.24 0.35 0.43
Distributions in excess of Net Investment Income............. 0.00 0.00 0.00 0.00 0.00 0.00
Distributions from Capital Gains............................. 0.64 0.45 0.58 0.24 0.14 0.04
Distributions in excess of Capital Gains..................... 0.49 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------
Total Distributions...................................... 1.43 0.78 0.87 0.48 0.49 0.47
NET ASSET VALUE, END OF PERIOD............................... $13.39 $13.64 $12.87 $13.52 $11.68 $11.00
TOTAL RETURN................................................. 8.96% 13.00% 2.66% 20.93% 11.25% 24.55%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)............................ $125,018 $136,530 $110,152 $85,390 $55,099 $23,893
Ratio of Expenses to Average Net Assets...................... 1.47%(a) 1.48% 1.44% 1.46% 1.52% 1.76%
Ratio of Net Investment Income to Average Net Assets......... 2.22% 2.57% 2.30% 1.85% 3.02% 3.97%
Portfolio Turnover Rate...................................... 252.29% 225.70% 149.19% 116.10% 155.26% 157.89%
Average Commission Rate...................................... $0.0536(b) -- -- -- -- --
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets...................... 1.47%(a) 1.49% 1.52% 1.54% 1.62% 1.79%
Ratio of Net Investment Income to Average Net Assets......... 2.22% 2.56% 2.22% 1.77% 2.92% 3.94%
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets...................... 1.46% -- -- -- -- --
Ratio of Net Investment Income to Average Net Assets......... 2.22% -- -- -- -- --
<CAPTION>
PERIOD
ENDED
-----------
10/31/90 10/31/89(f)
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD......................... $10.69 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................................ 0.46 0.40
Net Realized & Unrealized Gain (Loss) on Investments......... (1.12 ) 0.29
Total from Investment Operations......................... (0.66 ) 0.69
LESS DISTRIBUTIONS
Distributions from Net Investment Income..................... 0.72 0.00
Distributions in excess of Net Investment Income............. 0.00 0.00
Distributions from Capital Gains............................. 0.07 0.00
Distributions in excess of Capital Gains..................... 0.00 0.00
Total Distributions...................................... 0.79 0.00
NET ASSET VALUE, END OF PERIOD............................... $9.24 $10.69
TOTAL RETURN................................................. (6.40 )% 9.30%(d)
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)............................ $13,174 $12,578
Ratio of Expenses to Average Net Assets...................... 1.90% 1.91%(d)
Ratio of Net Investment Income to Average Net Assets......... 4.51% 5.02%(d)
Portfolio Turnover Rate...................................... 161.72% 88.14%
Average Commission Rate...................................... -- --
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets...................... 1.93% 1.93%(d)
Ratio of Net Investment Income to Average Net Assets......... 4.49% 5.00%(d)
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets...................... -- --
Ratio of Net Investment Income to Average Net Assets......... -- --
</TABLE>
See footnotes on page 11.
<PAGE>
CRABBE HUSON EQUITY FUND - PRIMARY CLASS
FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
YEAR ENDED
------------------------------------------------------------------
10-31-96 10-31-95 10-31-94 10-31-93 10-31-92 10-31-91
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................ $18.17 $16.44 $16.08 $13.03 $12.57 $8.54
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income....................................... 0.11 0.22 0.19 0.10 0.20 0.19
Net Realized & Unrealized Gain (Loss) on Investments........ 2.33 1.75 0.57 3.45 0.92 4.15
------------------------------------------------------------------
Total from investment operations........................ 2.44 1.97 0.76 3.55 1.12 4.34
LESS DISTRIBUTIONS
Distributions from Net Investment Income.................... 0.11 0.09 0.04 0.11 0.10 0.31
Distributions in excess of Net Investment Income............ 0.06 0.00 0.00 0.00 0.00 0.00
Distributions from Capital Gains............................ 0.94 0.15 0.36 0.39 0.56 0.00
------------------------------------------------------------------
Total distributions..................................... 1.11 0.24 0.40 0.50 0.66 0.31
NET ASSET VALUE, END OF PERIOD.............................. $19.50 $18.17 $16.44 $16.08 $13.03 $12.57
TOTAL RETURN................................................ 13.78% 13.37% 7.89% 29.90% 12.48% 52.44%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)........................... $436,578 $387,184 $153,105 $34,520 $13,429 $5,930
Ratio of Expenses to Average Net Assets..................... 1.38%(a) 1.40% 1.45% 1.49% 1.55% 1.84%
Ratio of Net Investment Income to Average Net Assets........ 0.56% 1.30% 1.18% 0.67% 1.57% 1.60%
Portfolio Turnover Rate..................................... 117.00% 92.43% 106.49% 114.38% 180.72% 171.82%
Average Commission Rate..................................... $0.0530(b) -- -- -- -- --
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets..................... 1.38%(a) 1.40% 1.56% 1.64% 1.93% 2.41%
Ratio of Net Investment Income to Average Net Assets........ 0.56% 1.30% 1.06% 0.52% 1.18% 1.03%
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets..................... 1.37% -- -- -- -- --
Ratio of Net Investment Income to Average Net Assets........ 0.57% -- -- -- -- --
<CAPTION>
PERIOD
ENDED
-----------
10-31-90 10-31-89(f)
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................ $10.50 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income....................................... 0.25 0.31
Net Realized & Unrealized Gain (Loss) on Investments........ (1.67 ) 0.19
Total from investment operations........................ (1.42 ) 0.50
LESS DISTRIBUTIONS
Distributions from Net Investment Income.................... 0.39 0.00
Distributions in excess of Net Investment Income............ 0.00 0.00
Distributions from Capital Gains............................ 0.15 0.00
Total distributions..................................... 0.54 0.00
NET ASSET VALUE, END OF PERIOD.............................. $8.54 $10.50
TOTAL RETURN................................................ (14.97 )% 6.72%(d)
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)........................... $2,944 $5,018
Ratio of Expenses to Average Net Assets..................... 1.93% 1.69%(d)
Ratio of Net Investment Income to Average Net Assets........ 2.56% 3.98%(d)
Portfolio Turnover Rate..................................... 265.25% 90.54%
Average Commission Rate..................................... -- --
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets..................... 2.66% 1.97%(d)
Ratio of Net Investment Income to Average Net Assets........ 1.83% 3.68%(d)
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets..................... -- --
Ratio of Net Investment Income to Average Net Assets........ -- --
</TABLE>
See footnotes on page 11.
<PAGE>
CRABBE HUSON REAL ESTATE INVESTMENT FUND
FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
YEAR ENDED PERIOD ENDED
---------------------- ----------------
10/31/96 10/31/95 10/31/94(g)
----------------------------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD......... $9.69 $9.50 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................ 0.38 0.44 0.37
Net Realized & Unrealized Gain (Loss) on
Investments................................. 2.01 0.31 (0.64 )
----------------------------------------
Total from Investment Operations......... 2.39 0.75 (0.27 )
LESS DISTRIBUTIONS
Distributions from Net Investment Income..... 0.38 0.44 0.23
Distributions in excess of Net Investment
Income...................................... 0.00 0.00 0.00
Distributions from Capital Gains............. 0.12 0.12 0.00
----------------------------------------
Total Distributions...................... 0.50 0.56 0.23
NET ASSET VALUE, END OF PERIOD............... $11.58 $9.69 $9.50
TOTAL RETURN................................. 25.39% 8.31% (3.25 )%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)............ $20,649 $18,986 $18,280
Ratio of Expenses to Average Net Assets...... 1.50%(a) 1.50% 1.01 %(d)
Ratio of Net Investment Income to Average Net
Assets...................................... 3.59% 4.59% 6.30 %(d)
Portfolio Turnover Rate...................... 120.19% 59.53% 43.30%
Average Commission Rate...................... $0.0570 (b) -- --
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets...... 1.88%(a) 1.89% 2.03 %(d)
Ratio of Net Investment Income to Average Net
Assets...................................... 3.21% 4.20% 5.28 %(d)
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets...... 1.50% -- --
Ratio of Net Investment Income to Average Net
Assets...................................... 3.59% -- --
</TABLE>
See footnotes on page 11.
<PAGE>
CRABBE HUSON OREGON TAX FREE FUND
FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
YEAR ENDED
----------------------------------------------------------------------
10/31/96 10/31/95 10/31/94 10/31/93 10/31/92 10/31/91
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD......... $12.62 $11.99 $12.80 $12.20 $12.14 $11.74
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................ 0.54 0.55 0.54 0.57 0.62 0.64
Net Realized & Unrealized Gain (Loss) on
Investments................................. (0.12 ) 0.70 (0.80 ) 0.69 0.15 0.48
----------------------------------------------------------------------
Total from Investment Operations......... 0.42 1.25 (0.26 ) 1.26 0.77 1.12
LESS DISTRIBUTIONS
Distributions from Net Investment Income..... 0.54 0.55 0.54 0.57 0.62 0.65
Distributions in excess of Net Investment
Income...................................... 0.00 0.00 0.00 0.00 0.00 0.00
Distributions from Capital Gains............. 0.00 0.07 0.01 0.09 0.09 0.07
----------------------------------------------------------------------
Total Distributions...................... 0.54 0.62 0.55 0.66 0.71 0.72
NET ASSET VALUE, END OF PERIOD............... $12.50 $12.62 $11.99 $12.80 $12.20 $12.14
TOTAL RETURN................................. 3.43% 10.66% (2.06 )% 10.71% 6.51% 9.85%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)............ $26,135 $28,070 $29,046 $29,408 $20,296 $18,383
Ratio of Expenses to Average Net Assets...... 0.98%(a) 0.98% 0.98% 1.05% 1.11% 1.21%
Ratio of Net Investment Income to Average Net
Assets...................................... 4.33% 4.45% 4.37% 4.51% 5.04% 5.36%
Portfolio Turnover Rate...................... 15.64% 22.91% 20.58% 11.62% 25.30% 53.40%
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets...... 1.04%(a) 1.08% 1.08% 1.09% 1.13% 1.24%
Ratio of Net Investment Income to Average Net
Assets...................................... 4.27% 4.35% 4.26% 4.46% 5.01% 5.34%
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets...... 0.98% -- -- -- -- --
Ratio of Net Investment Income to Average Net
Assets...................................... 4.33% -- -- -- -- --
</TABLE>
See footnotes on page 11.
<PAGE>
CRABBE HUSON OREGON TAX FREE FUND
FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
YEAR ENDED
----------------------------------------------------------
10/31/90 10/31/89 10/31/88 10/31/87(h) 9/30/87
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD......... $11.72 $11.72 $11.08 $12.15 $11.93
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................ 0.63 0.68 0.64 0.73 0.73
Net Realized & Unrealized
Gain (Loss) on Investments................... 0.05 0.08 0.64 (0.99 ) (0.80 )
----------------------------------------------------------
Total from Investment Operations......... 0.68 0.76 1.28 (0.26 ) (0.07 )
LESS DISTRIBUTIONS
Distributions from Net Investment Income..... 0.64 0.67 0.64 0.73 0.73
Distributions in excess of Net Investment
Income...................................... 0.00 0.00 0.00 0.00 0.00
Distributions from Capital Gains............. 0.02 0.09 0.00 0.08 0.08
----------------------------------------------------------
Total Distributions...................... 0.66 0.76 0.64 0.81 0.81
NET ASSET VALUE, END OF PERIOD............... $11.74 $11.72 $11.72 $11.08 $11.05
TOTAL RETURN................................. 6.00% 6.67% 12.02% (1.95 )% (0.95 )%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)............ $18,766 $19,173 $20,058 $14,277 $14,165
Ratio of Expenses to Average Net Assets...... 1.38% 1.04% 1.21% 1.14% 1.31%
Ratio of Net Investment Income to Average Net
Assets...................................... 5.41% 5.82% 5.53% 5.66% 6.43%
Portfolio Turnover Rate...................... 58.52% 45.25% 31.44% 19.18% 18.73%
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets...... 1.55% 1.16% 1.32% -- --
Ratio of Net Investment Income to Average Net
Assets...................................... 5.23% 5.71% 5.42% -- --
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets...... -- -- -- -- --
Ratio of Net Investment Income to Average Net
Assets...................................... -- -- -- -- --
</TABLE>
See footnotes on page 11.
<PAGE>
CRABBE HUSON INCOME FUND
FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
YEAR ENDED
----------------------------------------------------------------------------------
10/31/96 10/31/95 10/31/94 10/31/93 10/31/92 10/31/91 10/31/90
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD..... $10.26 $9.71 $10.75 $10.90 $10.63 $10.01 $10.27
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.................... 0.54 0.53 0.50 0.46 0.66 0.70 0.69
Net Realized & Unrealized
Gain (Loss) on Investments.............. (0.05) 0.58 (0.76) 0.33 0.36 0.62 (0.24)
----------------------------------------------------------------------------------
Total from Investment Operations..... 0.49 1.11 (0.26) 0.79 1.02 1.32 0.45
LESS DISTRIBUTIONS
Distributions from Net Investment
Income.................................. 0.54 0.53 0.50 0.49 0.66 0.70 0.69
Distributions in excess of Net Investment
Income.................................. 0.01 0.03 0.01 0.00 0.00 0.00 0.00
Distributions from Capital Gains......... 0.00 0.00 0.27 0.45 0.09 0.00 0.02
----------------------------------------------------------------------------------
Total Distributions.................. 0.55 0.56 0.78 0.94 0.75 0.70 0.71
NET ASSET VALUE, END OF PERIOD........... $10.20 $10.26 $9.71 $10.75 $10.90 $10.63 $10.01
TOTAL RETURN............................. 4.94% 11.92% (2.71)% 7.73% 9.74% 13.51% 4.43%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)........ $4,694 $7,190 $5,273 $5,697 $5,634 $5,486 $2,123
Ratio of Expenses to Average Net
Assets.................................. 0.80%(a) 0.80% 0.80% 0.81% 0.90% 0.98% 1.51%
Ratio of Net Investment Income to Average
Net Assets.............................. 5.31% 5.47% 4.92% 4.34% 6.09% 6.82% 6.89%
Portfolio Turnover Rate.................. 468.75% 543.15% 306.79% 260.22% 227.45% 115.76% 73.76%
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net
Assets.................................. 2.29%(a) 1.95% 2.16% 1.96% 1.94% 2.42% 3.07%
Ratio of Net Investment Income to Average
Net Assets.............................. 3.82% 4.32% 3.56% 3.19% 5.06% 5.38% 5.33%
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net
Assets.................................. 0.80% -- -- -- -- -- --
Ratio of Net Investment Income to Average
Net Assets.............................. 5.31% -- -- -- -- -- --
<CAPTION>
PERIOD
ENDED
----------
10/31/89(f)
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD..... $10.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.................... 0.55
Net Realized & Unrealized
Gain (Loss) on Investments.............. 0.28
Total from Investment Operations..... 0.83
LESS DISTRIBUTIONS
Distributions from Net Investment
Income.................................. 0.56
Distributions in excess of Net Investment
Income.................................. 0.00
Distributions from Capital Gains......... 0.00
Total Distributions.................. 0.56
NET ASSET VALUE, END OF PERIOD........... $10.27
TOTAL RETURN............................. 10.43%(d)
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)........ $1,356
Ratio of Expenses to Average Net
Assets.................................. 1.15%(d)
Ratio of Net Investment Income to Average
Net Assets.............................. 7.23%(d)
Portfolio Turnover Rate.................. 86.60%
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR
Ratio of Expenses to Average Net
Assets.................................. 4.56%(d)
Ratio of Net Investment Income to Average
Net Assets.............................. 3.81%(d)
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net
Assets.................................. --
Ratio of Net Investment Income to Average
Net Assets.............................. --
</TABLE>
See footnotes on page 11.
<PAGE>
CRABBE HUSON U.S. GOVERNMENT INCOME FUND
FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
YEAR ENDED
----------------------------------------------------------------------------------
10/31/96 10/31/95 10/31/94 10/31/93 10/31/92 10/31/91 10/31/90
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD....... $10.66 $10.27 $11.04 $10.91 $10.69 $10.24 $10.28
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income...................... 0.47 0.51 0.46 0.47 0.58 0.67 0.68
Net Realized & Unrealized Gain (Loss) on
Investments............................... 0.00 0.40 (0.65) 0.22 0.29 0.45 (0.04)
----------------------------------------------------------------------------------
Total from Investment Operations....... 0.47 0.91 (0.19) 0.69 0.87 1.12 0.64
LESS DISTRIBUTIONS
Distributions from Net Investment Income... 0.47 0.51 0.47 0.48 0.58 0.67 0.67
Distributions in excess of Net Investment
Income.................................... 0.00 0.01 0.00 0.00 0.00 0.00 0.00
Distributions from Capital Gains........... 0.00 0.00 0.11 0.08 0.07 0.00 0.01
----------------------------------------------------------------------------------
Total Distributions.................... 0.47 0.52 0.58 0.56 0.65 0.67 0.68
NET ASSET VALUE, END OF PERIOD............. $10.66 $10.66 $10.27 $11.04 $10.91 $10.69 $10.24
TOTAL RETURN............................... 4.55% 9.12% (1.78)% 6.71% 8.70% 11.17% 6.40%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's).......... $8,517 $8,426 $9,249 $11,218 $8,959 $3,748 $2,069
Ratio of Expenses to Average Net Assets.... 0.75%(a) 0.75% 0.75% 0.75% 0.80% 0.96% 1.42%
Ratio of Net Investment Income to Average
Net Assets................................ 4.44% 4.85% 4.39% 4.33% 5.35% 6.44% 6.72%
Portfolio Turnover Rate.................... 226.37% 230.43% 76.09% 81.74% 105.52% 114.81% 87.71%
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets.... 1.63%(a) 1.46% 1.47% 1.26% 1.52% 2.15% 2.84%
Ratio of Net Investment Income to Average
Net Assets................................ 3.56% 4.14% 3.66% 3.81% 4.63% 5.25% 5.31%
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets.... 0.75% -- -- -- -- -- --
Ratio of Net Investment Income to Average
Net Assets................................ 4.44% -- -- -- -- -- --
See footnotes on page 11.
<CAPTION>
PERIOD
ENDED
----------
10/31/89(f)
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD....... $10.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income...................... 0.56
Net Realized & Unrealized Gain (Loss) on
Investments............................... 0.29
Total from Investment Operations....... 0.85
LESS DISTRIBUTIONS
Distributions from Net Investment Income... 0.57
Distributions in excess of Net Investment
Income.................................... 0.00
Distributions from Capital Gains........... 0.00
Total Distributions.................... 0.57
NET ASSET VALUE, END OF PERIOD............. $10.28
TOTAL RETURN............................... 11.15%(d)
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's).......... $1,717
Ratio of Expenses to Average Net Assets.... 1.14%(d)
Ratio of Net Investment Income to Average
Net Assets................................ 7.35%(d)
Portfolio Turnover Rate.................... 40.42%
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR R
Ratio of Expenses to Average Net Assets.... 3.40%(d)
Ratio of Net Investment Income to Average
Net Assets................................ 5.09%(d)
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets.... --
Ratio of Net Investment Income to Average
Net Assets................................ --
See footnotes on page 11.
</TABLE>
<PAGE>
CRABBE HUSON U.S. GOVERNMENT MONEY MARKET FUND
FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
YEAR ENDED
----------------------------------------------------------
10/31/96 10/31/95 10/31/94 10/31/93 10/31/92
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD......................... $1.00 $1.00 $1.00 $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................................ 0.05 0.05 0.03 0.03 0.03
Net Realized & Unrealized Gain (Loss) on Investments......... 0.00 0.00 0.00 0.00 0.00
----------------------------------------------------------
Total from Investment Operations......................... 0.05 0.05 0.03 0.03 0.03
LESS DISTRIBUTIONS
Distributions from Net Investment Income..................... 0.05 0.05 0.03 0.03 0.03
Distributions in excess of Net Investment Income............. 0.00 0.00 0.00 0.00 0.00
----------------------------------------------------------
Total Distributions...................................... 0.05 0.05 0.03 0.03 0.03
NET ASSET VALUE, END OF PERIOD............................... $1.00 $1.00 $1.00 $1.00 $1.00
----------------------------------------------------------
TOTAL RETURN................................................. 4.81% 5.30% 3.28% 2.53% 3.36%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)............................ $42,171 $54,714 $32,383 $14,784 $12,395
Ratio of Expenses to Average Net Assets...................... 0.70%(a) 0.70% 0.70% 0.70% 0.75%
Ratio of Net Investment Income to Average Net Assets......... 4.74% 5.21% 3.39% 2.51% 3.32%
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets...................... 1.06%(a) 1.16% 1.29% 1.32% 1.09%
Ratio of Net Investment Income to Average Net Assets......... 4.38% 4.75% 2.81% 1.88% 2.98%
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets...................... 0.70% -- -- -- --
Ratio of Net Investment Income to Average Net Assets......... 4.74% -- -- -- --
<CAPTION>
PERIOD
ENDED
----------
10/31/91 10/31/90 10/31/89(f)
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD......................... $1.00 $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................................ 0.06 0.07 0.06
Net Realized & Unrealized Gain (Loss) on Investments......... 0.00 0.00 0.00
Total from Investment Operations......................... 0.06 0.07 0.06
LESS DISTRIBUTIONS
Distributions from Net Investment Income..................... 0.06 0.07 0.06
Distributions in excess of Net Investment Income............. 0.00 0.00 0.00
Total Distributions...................................... 0.06 0.07 0.06
NET ASSET VALUE, END OF PERIOD............................... $1.00 $1.00 $1.00
TOTAL RETURN................................................. 13.76% 7.62% 10.05%(d)
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)............................ $14,907 $21,406 $10,735
Ratio of Expenses to Average Net Assets...................... 0.81% 0.80% 0.60%(d)
Ratio of Net Investment Income to Average Net Assets......... 5.76% 7.57% 8.43%(d)
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets...................... 1.18% 1.33% 1.34%(d)
Ratio of Net Investment Income to Average Net Assets......... 5.38% 7.04% 7.69%(d)
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets...................... -- -- --
Ratio of Net Investment Income to Average Net Assets......... -- -- --
</TABLE>
See footnotes on page 11.
<PAGE>
------------------------------------------
INVESTMENT OBJECTIVE AND POLICIES
----------------------------------
Each Fund's investment objective is discussed below in connection with the
Fund's investment policies. The descriptions are designed to help you choose the
Fund that best fits your investment objective. You may want to pursue more than
one objective by investing in more than one of the Funds. Because of the risks
inherent in all investments, there can be no assurance that the Funds will meet
their objectives.
Each Fund that invests in common stock and preferred stock (the Equity,
Small Cap, Special, Real Estate and Asset Allocation Funds) follows a basic
value, contrarian approach in selecting stocks for its portfolio. This approach
puts primary emphasis on balance sheet and cash flow analysis and on the
relationship between the market price of a security and its value as a share of
an ongoing business. These investments represent situations or opportunities
that arise when companies, whose long-term financial structure is intact, run
into short-term difficulties that present an opportunity to buy these companies'
stocks at substantial discounts. The basic value approach is based on the
Adviser's belief that the securities of many companies often sell at a discount
from the securities' estimated theoretical (intrinsic) value. These Funds
attempt to identify and invest in such undervalued securities, anticipating that
capital appreciation will be realized as the securities' prices rise to their
estimated intrinsic value. This approach, while not unique, contrasts with
certain other methods of investment analysis, which rely upon market timing,
technical analysis, earnings forecasts, or economic predictions.
CRABBE HUSON SPECIAL FUND seeks significant long-term growth of capital
through a flexible policy of investing in a diversified portfolio of selected
domestic and foreign securities (principally, common stocks and, secondarily,
preferred stocks and bonds) that represent more aggressive investments than the
market as a whole (as measured by the S&P 500 Stock Index). The production of
current income is secondary to the primary objective. The Fund seeks to invest
up to 100%, and under normal conditions at least 75%, of its assets in
securities of companies that have small (under $1,000,000,000) to medium (from
$1,000,000,000 to $3,000,000,000) market capitalization.
The Fund's investment policies are adapted to changing market conditions.
The Adviser believes that common stock will generally, over the long-term, offer
the greatest potential for capital appreciation and preservation of purchasing
power, and common stocks will usually constitute at least 75% of the Fund's
investment portfolio.
21
<PAGE>
By itself, the Fund does not constitute a balanced investment plan.
Securities that the Adviser believes have the greatest growth potential may be
regarded as speculative, and an investment in the Fund may involve greater risk
than is inherent in other mutual funds. The Fund's focus on small to medium
market capitalization stocks may cause it to be more volatile than other funds
with different strategies. Because the Fund invests primarily in common stocks,
it may be appropriate only for investors who have a longer term investment
horizon or perspective. For a further description of the risks associated with
an investment in the Fund, see "CHARACTERISTICS AND RISKS OF SECURITIES AND
INVESTMENT TECHNIQUES."
The Special Fund also intends to sell securities "short." The technique of
selling short is subject to certain restrictions, and involves certain risks.
See "CHARACTERISTICS AND RISKS OF SECURITIES AND INVESTMENT TECHNIQUES--Short
Sales."
CRABBE HUSON SMALL CAP FUND seeks to provide its investors long-term growth
of capital by investing in a diversified portfolio of selected domestic and
foreign securities. The Fund will invest principally in common stocks and,
secondarily, preferred stocks and bonds. The production of current income is
secondary to the primary objective. The Fund seeks to invest up to 100%, and
under normal conditions at least 65%, of its total assets in securities of
companies that have small market capitalization (under $1,000,000,000).
The Adviser believes that common stock will generally, over the long-term,
offer the greatest potential for capital appreciation and preservation of
purchasing power. Investments in small growth companies may involve greater
risks and volatility than more traditional equity investments due to some of
these companies potentially having limited product lines, reduced market
liquidity for the trading of their shares and less depth in management than more
established companies. For this reason, the Small Cap Fund is not intended as a
complete investment vehicle, but rather as an investment for persons who are in
a financial position to assume above average risk and share price volatility
over time. The Small Cap Fund may be appropriate only for investors who have a
longer term investment horizon or perspective. For a further description of the
risks associated with an investment in the Fund, see "CHARACTERISTICS AND RISKS
OF SECURITIES AND INVESTMENT TECHNIQUES."
CRABBE HUSON REAL ESTATE INVESTMENT FUND seeks to provide for its
shareholders capital appreciation and income. The Fund seeks to achieve this
objective through a policy of investing in a diversified portfolio consisting
primarily of equity securities of REITs and other real estate industry
companies, in mortgage-backed securities and, to a lesser extent, in debt
securities of such companies.
22
<PAGE>
The Fund's investment policies will be adapted to changing market
conditions, but under normal circumstances, at least 75% of the Real Estate
Fund's total assets will be invested in equity securities of REITs and other
real estate industry companies. For purposes of the Fund's investments, a "real
estate industry company" is a company that derives at least 50% of its gross
revenues or net profits from either (a) the ownership, development,
construction, financing, management or sale of commercial, industrial or
residential real estate or (b) products or services related to the real estate
industry, like building supplies or mortgage servicing. The equity securities of
real estate industry companies in which the Fund will invest consist of common
stock, shares of beneficial interests of real estate investment trusts and
securities with common stock characteristics, such as preferred stock and debt
securities convertible into common stock ("Real Estate Equity Securities"). Real
Estate Equity Securities are subject to unique risks. See "CHARACTERISTICS AND
RISKS OF SECURITIES AND INVESTMENT TECHNIQUES" for a discussion of these risks.
The Fund may also invest up to 25% of its total assets in (a) debt
securities of real estate industry companies, (b) mortgage-backed securities,
such as mortgage pass-through certificates, real estate mortgage investment
conduit ("REMIC") certificates and collateralized mortgage obligations ("CMOs"),
and (c) short-term investments (as defined below). Investing in mortgage-backed
securities involves certain unique risks in addition to those associated with
investing in the real estate industry in general. For a more complete discussion
concerning the risks of investing in mortgage-backed securities, see
"CHARACTERISTICS AND RISKS OF SECURITIES AND INVESTMENT TECHNIQUES."
Short-term investments that the Fund may invest in consist of the following:
(1) corporate commercial paper and other short-term commercial obligations, in
each case rated or issued by companies with similar securities outstanding that
are rated Prime-1, Aa or better by Moody's or A-1, AA or better by S&P; (2)
obligations (including certificates of deposit, time deposits, demand deposits
and banker's acceptances) of banks with securities outstanding that are rated
Prime-1, Aa or better by Moody's, or A-1, AA or better by S&P; (3) obligations
issued or guaranteed by the U.S. Government or its agencies or instrumentalities
with remaining maturities not exceeding 18 months; and (4) repurchase
agreements.
A more complete discussion concerning the investment objectives and policies
of the Fund is included under "CHARACTERISTICS AND RISKS OF SECURITIES AND
INVESTMENT TECHNIQUES" and in the Statement of Additional Information.
CRABBE HUSON EQUITY FUND seeks long-term capital appreciation. The Fund will
seek to achieve this objective by investing in a carefully chosen
23
<PAGE>
portfolio consisting primarily of common stock. It will focus its investments in
widely and actively traded stocks with medium (from $1,000,000,000 to
$3,000,000,000) and large market capitalizations (in excess of $3,000,000,000).
Under normal market conditions, the Fund intends to have at least 65% of its
total assets invested in common stock. The Fund will purchase and hold for
investment common stock, and may also purchase convertible and nonconvertible
preferred stocks and bonds or debentures. The Fund may invest up to 35% of its
total assets in foreign securities. Although the Fund intends to adapt to
changing market conditions, the Adviser believes that common stock will
generally, over the long-term, offer the greatest potential for capital
appreciation. Therefore, the Fund may be appropriate for investors who have a
longer term investment horizon or perspective.
CRABBE HUSON ASSET ALLOCATION FUND seeks to provide for its shareholders
preservation of capital, capital appreciation and income. The Fund seeks to
achieve these objectives by a flexible policy of investing in a select portfolio
of common stocks, fixed income securities, cash or cash equivalents. Depending
upon economic and market conditions, the Fund may invest as little as 20%, or as
much as 75%, of its entire portfolio in common stocks. The Adviser will purchase
common stocks which, in its opinion, have the greatest potential for capital
appreciation. The remaining portion of the portfolio will be invested in fixed
income securities, cash or cash equivalents. The fixed income securities that
the Fund will invest in consist of corporate debt securities (bonds, debentures
and notes), asset-backed securities, bank obligations, collateralized bonds,
loan and mortgage obligations, commercial paper, preferred stocks, repurchase
agreements, savings and loan obligations and U.S. Government and agency
obligations. There are no limitations on the average maturity of the Fund's
portfolio of fixed income securities. Securities will be selected on the basis
of the Adviser's assessment of interest rate trends and the liquidity of various
instruments under prevailing market conditions. For a discussion of the ratings
of the fixed income securities to be held by the Fund see "CHARACTERISTICS AND
RISKS OF SECURITIES AND INVESTMENT TECHNIQUES."
Many factors will be considered in determining what portion of the portfolio
will be invested in stocks, fixed income securities, or cash and cash
equivalents. The Adviser will constantly monitor and adjust its weighting of
investments in any particular area to adapt to changing market and economic
conditions. Since its inception, the Fund has generally invested its net assets
45% to 55% in fixed income securities, 25% to 60% in common stocks, and 5% to
30% in cash, cash equivalents or other money market instruments. Furthermore,
the Fund may take advantage of opportunities to earn short-term profits if the
Adviser believes that such a strategy will benefit the Fund's overall objective
in light of the increased tax and brokerage expenses associated with such a
strategy.
24
<PAGE>
CRABBE HUSON OREGON TAX-FREE FUND seeks to provide its shareholders with as
high a level of income exempt from Federal and Oregon income taxes as is
consistent with prudent investment management and preservation of capital. The
Fund seeks to achieve this objective by investing primarily in a portfolio of
municipal securities (including private activity bonds), the interest on which,
in the opinion of counsel for the issuer, is exempt from Federal and Oregon
income taxes. It is the Fund's general policy to avoid purchasing bonds on which
the interest is subject to the federal alternative minimum tax. The Fund may,
however, purchase such bonds when their yield is sufficiently above the yield on
bonds not so taxed to compensate for the adverse tax consequences. For purposes
of its investment policy, the Fund considers a "bond" to be any municipal debt
security.
Under normal market conditions, at least 80% of the Fund's total assets will
be invested in municipal securities, and at least 65% of its total assets will
be invested in municipal bonds issued by the State of Oregon and its political
subdivisions, agencies, authorities and instrumentalities. Securities that are
subject to the federal alternative minimum tax will not be included in this
calculation.
Municipal securities purchased for the Fund's portfolio must, at the time of
purchase, be "investment-grade" municipal securities, rated no lower than Baa by
Moody's or BBB by S&P, or unrated municipal securities which management believes
to be comparable in quality to investment-grade municipal securities. If any of
the Fund's securities fall below "investment grade," the Fund will typically
dispose of such securities, but it is not required to do so. For a discussion
concerning the risk factors associated with municipal securities to be purchased
by the Fund, see "CHARACTERISTICS AND RISKS OF SECURITIES AND INVESTMENT
TECHNIQUES" in this Prospectus.
Under normal market conditions, the Oregon Tax-Free Fund may invest up to
20% of its net assets in the following categories of investments:
1. Municipal securities issued by entities other than the State of Oregon or
its political subdivisions, agencies, authorities, and instrumentalities.
2. Notes of municipal issuers which have, at the time of purchase, an issue of
outstanding municipal bonds rated within the four highest grades by Moody's
or S&P and which are, if unrated, in the opinion of the Adviser, of a
quality comparable to municipal bonds rated in one of the four highest
categories by Moody's or S&P.
3. Temporary investments in fixed income obligations, the interest on which is
subject to federal income tax and which may be subject to Oregon income tax.
Investments in such taxable obligations will be in short-term (less than one
year) securities and may consist of obligations issued or guaranteed by
25
<PAGE>
the United States Government, its agencies, instrumentalities or
authorities; commercial paper rated Prime-1 by Moody's; certificates of
deposit of United States banks (including commercial banks and savings and
loan associations) with assets of at least $1 billion or more; and
repurchase agreements in respect of any of the foregoing with securities
dealers or banks.
Where market conditions, due to rising interest rates or other adverse
factors, would cause serious erosion of portfolio value, the Fund's assets may,
on a temporary basis, as a defensive measure to preserve net asset value, be
substantially invested in temporary investments of the types described above.
There are specific risks involved in investments in municipal securities,
particularly those concentrated among issuers in a specific geographic location.
See "CHARACTERISTICS AND RISKS OF SECURITIES AND INVESTMENT TECHNIQUES" in this
Prospectus and "ADDITIONAL INFORMATION REGARDING CERTAIN INVESTMENTS BY THE
FUNDS" in the Statement of Additional Information.
In the last fiscal year, the average percentage of the Fund's assets
invested in bonds of each rating was:
<TABLE>
<S> <C> <C> <C>
AAA.................... 58.46% A...................... 15.04%
AA..................... 25.47% Cash................... 1.03%
</TABLE>
CRABBE HUSON INCOME FUND seeks to provide shareholders a high level of
current income by investing in a diversified portfolio of fixed income
securities (such as bonds and notes of corporate and government issuers) and
preferred or convertible preferred stock while, at the same time, attempting to
preserve capital by varying the overall average maturity of the Fund's
portfolio.
There are no limitations on the average maturity of the Fund's portfolio. In
general, the Fund will seek to lengthen the average maturity of its portfolio as
interest rates rise, and will shorten the average maturity as interest rates
decline.
The Income Fund invests in a variety of fixed income securities, including
domestic and foreign corporate bonds, debentures, convertible bonds and
debentures, foreign and U.S. Government securities, preferred and convertible
preferred stock, and short-term money market instruments.
At least 80% of the Fund's total assets must be invested in (1) debt
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities; (2) investment-grade debt securities, including convertible
securities and preferred or convertible preferred stock, which are rated "A" or
higher by the major recognized bond services (for a description of ratings, see
Appendix A); or (3) cash and cash equivalents (such as certificates of deposit,
repurchase agreements maturing in one week or less, and bankers' acceptances).
26
<PAGE>
For a discussion of the fixed income securities and convertible securities
to be held by the Income Fund and the risks associated with holding these
securities, see "CHARACTERISTICS AND RISKS OF SECURITIES AND INVESTMENT
TECHNIQUES" in this Prospectus.
CRABBE HUSON U.S. GOVERNMENT INCOME FUND seeks to provide shareholders with
a high level of current income and safety of principal. Shares of the Fund are
not issued or guaranteed by the U.S. Government.
The Fund intends to concentrate its investments in direct obligations of the
U.S. Government (treasury bills, treasury notes and treasury bonds), which are
supported by the full faith and credit of the United States. The Fund may also
invest in indirect obligations of the U.S. Government which are debt obligations
of various agencies or instrumentalities of the U.S. Government, such as debt
obligations issued by the Government National Mortgage Association ("GNMA"),
which are supported by the full faith and credit of the United States, or debt
obligations issued by the Federal National Mortgage Association ("FNMA"), which
are supported only by the credit of the issuing agency or instrumentality. Under
normal circumstances, at least 65% of the value of the Fund's assets will be
invested in these U.S. Government securities. The Fund may invest up to 10% of
its total assets in repurchase agreements whereby the Fund acquires a U.S.
Government security from a financial institution that simultaneously agrees to
repurchase the same security at a specified time and price.
The Fund may not invest more than 25% of its total assets in U.S. Government
securities with maturities in excess of five years. The Fund will purchase
securities based generally on the Adviser's assessment of interest rate trends.
If the Adviser expects interest rates to rise, the Fund may purchase securities
with shorter maturities. Conversely, if interest rates are expected to decline,
the Fund may purchase securities with longer maturities.
CRABBE HUSON U.S. GOVERNMENT MONEY MARKET FUND seeks to provide investors
with a high level of current income while, at the same time, preserving capital
and allowing liquidity by investing in obligations of the United States
Government, or its agencies or instrumentalities, and repurchase agreements with
respect to those obligations. Shares of the Fund are not issued or guaranteed by
the U.S. Government. It is the Fund's intent to maintain a constant one dollar
per share net asset value, but there is no assurance the Fund will be able to do
so.
The dollar weighted, average maturity of the Fund's portfolio may not exceed
90 days and the Fund will not purchase any security with a maturity in excess of
one year from the date of purchase. The Fund intends to hold most of
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the securities in its portfolio until maturity. However, securities may be
traded if, in the opinion of the Adviser, increases in current income can be
achieved consistent with the objectives and restrictions of the Fund.
Due to its nature of maintaining a stable net asset value, the fixed income
securities selected by the U.S. Government Money Market Fund must be deemed to
be of the highest quality. An instrument will be considered to be highest
quality (1) if rated in the highest rating category (i) by any two nationally
recognized statistical rating organizations (NRSROs) (e.g., Aaa or Prime-1 by
Moody's, AAA or A-1 by S&P) or (ii) if rated by only one NRSRO, by that NRSRO,
and whose acquisition is approved or ratified by the Board of Trustees; (2) if
unrated but issued by an issuer that has short-term debt obligations of
comparable, priority, and security, and that are rated in the highest rating
category by (i) any two NRSROs or (ii) if rated by only one NRSRO, by that
NRSRO, and whose acquisition is approved or ratified by the Board of Trustees;
or (3) an unrated security that is of comparable quality to a security rated in
the highest rating category as determined by the Adviser and whose acquisition
is approved or ratified by the Board of Trustees. A description of the ratings
assigned to securities by Moody's and S&P is included in Appendix A to this
Prospectus.
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FUNDAMENTAL POLICIES
----------------------------------
Unless set forth below as a "Fundamental Policy," each Fund's investment
policies, including its investment objective discussed previously, may be
changed without shareholder approval. A Fundamental Policy may not be changed
without a vote of the holders of "a majority of the outstanding voting
securities" of the Fund, as such term is defined in the 1940 Act. For further
discussion concerning these Fundamental Policies, see "INVESTMENT RESTRICTIONS"
in the Statement of Additional Information.
ISSUER AND INDUSTRY RESTRICTIONS. Each Funds' investment restrictions
(other than those of the Real Estate Fund and the Oregon Tax-Free Fund) include
a prohibition on it investing more than 5% of its total assets (at the time of
the purchase) in the securities of any one issuer. This policy, however, does
not include investments in U.S. Government securities. The Real Estate Fund's
investment restrictions prohibit the Fund, with respect to at least 75% of its
total assets, from investing more than 5% of its total assets in a single
issuer. The Oregon Tax-Free Fund is prohibited from investing more than 25% of
its total assets in the securities of any one issuer. Each governmental
subdivision is treated as a separate issuer. Each Fund (other than the Real
Estate Fund) is also prohibited from investing more than 25% of its total assets
in any one industry.
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BORROWING RESTRICTIONS. Each Fund may borrow up to one-third of the value
of its total assets, although each Fund, other than the Special and the Small
Cap Funds, can only borrow in the case of an emergency. If, for any reason, the
current value of the Fund's total assets falls below an amount equal to three
times the amount of its indebtedness from money borrowed, the Fund will, within
three days (not including Saturdays, Sundays and holidays), reduce its
indebtedness to the extent necessary to satisfy the one-third test. Further,
each Fund (except the Special and Small Cap Fund) is prohibited from purchasing
securities when the total borrowings of the Fund exceed 5% of its total assets.
FIXED INCOME SECURITIES. The Real Estate Fund may not invest in debt
securities that are unrated or that are rated below Baa by Moody's or BBB by
S&P. In the event a debt security purchased by the Real Estate Fund is
subsequently downgraded below Baa by Moody's or BBB by S&P, the Adviser will
consider whether the Fund should continue to hold the security. The Special,
Small Cap, Equity, Asset Allocation, Income, U.S. Government Income and U.S.
Government Money Market Funds may each invest up to 20% of its total assets in
fixed income securities that are either unrated or are rated less than Baa by
Moody's or BBB by S&P, or in commercial paper that is rated less than B-1 by
Moody's or A- by S&P. However, not more than 5% of these Fund's total assets may
be invested in fixed income securities that are unrated (including convertible
stock). The Oregon Tax-Free Fund may invest in fixed income securities that are
rated Baa and above by Moody's or BBB and above by S&P and in unrated securities
which the Adviser believes to be of comparable investment quality. See
"CHARACTERISTICS AND RISKS OF SECURITIES AND INVESTMENT TECHNIQUES" for a
discussion concerning the purchase of below investment grade securities.
Funds that are permitted to purchase cash equivalents, bank obligations, and
money market instruments will apply the same investment criteria to these
instruments as are applied to fixed income securities. Bank obligations will be
purchased only with respect to banks: (1) that have total assets in excess of
one billion dollars; (2) that are rated A or better by either Moody's or S&P (AA
or better with respect to purchases made by the U.S. Government Money Market
Fund; or (3) whose deposits are insured by the Federal Depository Insurance
Corporation. Each Fund will only invest in securities permitted by the SEC.
ILLIQUID SECURITIES/UNSEASONED ISSUERS. Each of the Special, Equity, Asset
Allocation, Oregon Tax-Free, Income, U.S. Government Income and U.S. Government
Money Market Funds may not invest more than 10% of its net assets in illiquid
securities. The Real Estate Fund may not invest more than 15% of its net assets
in such securities. The Small Cap Fund may not invest more than 5% of its total
assets in a combination of illiquid securities and/or securities of issuers,
including their predecessors, which have been in existence less than
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three years. Finally, the Oregon Tax-Free Fund may not invest more than 10% of
its total assets in the securities of issuers, including their predecessors,
which have been in existence less than three years.
The following securities in which a Fund may invest will be considered
illiquid: (1) repurchase agreements maturing in more than seven days; (2)
restricted securities (securities whose public resale is subject to legal
restrictions); (3) any other securities in which a Fund may invest that are not
readily marketable. Within the 15% limitation set for the Real Estate Fund, no
more than 5% of such securities may be restricted securities. The Board of
Trustees may adopt guidelines and delegate to the Adviser the daily function of
determining and monitoring the liquidity of securities. The Board, however, will
retain sufficient oversight and be ultimately responsible for the
determinations. In determining whether a security is liquid, the Board shall
consider whether the security can be disposed of promptly in the ordinary course
of business at a value reasonably close to that used in the calculation of the
net asset value per share.
Securities eligible for resale to certain institutional investors pursuant
to Rule 144A of the Securities Act of 1933 shall not be considered illiquid.
Since it is not possible to predict with assurance how the market for restricted
securities sold and offered under Rule 144A will develop, the Board will
carefully monitor a Fund's investments in these securities, focusing on such
important factors, among others, as valuation, liquidity, and availability of
information. This practice could have the effect of increasing the level of
illiquidity in a Fund to the extent that qualified institutional buyers become
for a time uninterested in purchasing these restricted securities.
OPTIONS AND FUTURES TRANSACTIONS. Each of the Special, Small Cap, Real
Estate, Equity, Asset Allocation and Income Funds may invest up to 10% of its
total assets in both put or call options and futures contracts.
FUNDAMENTAL INVESTMENT POLICY OF REAL ESTATE FUND. Under normal
circumstances, the Real Estate Fund intends to invest at least 75% of its total
assets in equity securities of REITs and other real estate industry companies;
under all circumstances, at least 25% of the Fund's total assets will be
invested in such securities.
INVESTMENT IN ISSUERS OF WHICH SHAREHOLDERS AND DIRECTORS OWN SHARES. The
Small Cap and Oregon Tax-Free Funds may not invest in securities of issuers of
which the officers and Trustees of the Fund, as a group, own beneficially more
than five percent of the securities of that issuer.
OTHER INVESTMENT COMPANIES. Each of the Funds (other than the U.S.
Government Income Fund and the U.S. Government Money Market Fund) may invest in
the securities of other registered investment companies under the circumstances
described under "SECURITIES OF OTHER INVESTMENT COMPANIES" in the Statement of
Additional Information, and to the extent
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permitted under Section 12 of the 1940 Act (currently, no more than 10% of the
total assets of a Fund may be so invested, no more than 5% of total assets of a
Fund may be invested in the securities of any other single investment company,
and no more than 3% of the total outstanding voting stock of an investment
company may be purchased). Investments in the securities of other registered
investment companies are or may be subject to duplicate expenses resulting from
the management of the portfolio investment company as well as those of the Fund.
FUNDAMENTAL INVESTMENT OBJECTIVE OF REAL ESTATE FUND. The Real Estate
Fund's investment objective is to provide for its shareholders capital
appreciation and income.
FOREIGN SECURITIES. Each of the Special, Small Cap, Equity, Asset
Allocation and Income Funds may invest up to 35% of its total assets in foreign
securities, which may or may not be traded on an exchange.
--------------------------------------
CHARACTERISTICS, RISKS OF SECURITIES AND
INVESTMENT TECHNIQUES
----------------------------------
The following describes in greater detail different types of securities and
investment techniques used by the Funds, and discusses certain concepts relevant
to the investment policies of the Funds. Additional information about the Funds'
investments and investment practices may be found in the Statement of Additional
Information.
FOREIGN SECURITIES. Each of the Special, Small Cap, Equity, Asset
Allocation and Income Funds may invest up to 35% of its total assets in foreign
securities, which may or may not be traded on an exchange. The Funds may
purchase securities issued by issuers in any country. Securities of foreign
companies are frequently denominated in foreign currencies, and the Funds may
temporarily hold uninvested reserves in bank deposits in foreign currencies. As
a result, the Funds will be affected favorably or unfavorably by changes in
currency rates and in exchange control regulations, and they may incur expenses
in connection with conversion between various currencies. Subject to its
investment restrictions, the Funds may invest in other investment companies that
invest in foreign securities.
Foreign securities may be subject to foreign government taxes that would
reduce the income yield on such securities. Certain foreign governments levy
withholding taxes against dividend and interest income. Although in some
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countries a portion of these taxes is recoverable, the non-recovered portion of
any foreign withholding taxes would reduce the income a Fund received from any
foreign investments.
Foreign investments involve certain risks, such as political or economic
instability of the issuer or of the country of the issuer, difficulty of
predicting international trade patterns, and the possibility of imposition of
exchange controls. Such securities may also be subject to greater fluctuations
in price than securities of domestic corporations or of the United States
government. In addition, the net asset value of a Fund is determined and shares
of a Fund can be redeemed only on days during which securities are traded on the
New York Stock Exchange ("NYSE"). However, foreign securities held by a Fund may
be traded on Saturdays or other holidays when the NYSE is closed. Accordingly,
the net asset value of a Fund may be significantly affected on days when an
investor has no access to the Fund.
In addition, there may be less publicly available information about a
foreign company than about a domestic company. Foreign companies generally are
not subject to uniform accounting, auditing and financial reporting standards
comparable to those applicable to domestic companies. There is generally less
government regulation of stock exchanges, brokers and listed companies abroad
than in the United States, and the absence of negotiated brokerage commissions
in certain countries may result in higher brokerage fees. With respect to
certain foreign countries, there is a possibility of expropriation,
nationalization, or confiscatory taxation, which could affect investment in
those countries.
Each of the Funds may invest a portion of its assets in developing countries
or in countries with new or developing capital markets, such as countries in
Eastern Europe and the Pacific Rim. The considerations noted above regarding the
risks of investing in foreign securities are generally more significant for
these investments. These countries may have relatively unstable governments and
securities markets in which only a small number of securities trade. Markets of
developing countries may be more volatile than markets of developed countries.
Investments in these markets may involve significantly greater risks, as well as
the potential for greater gains.
STRIPPED SECURITIES. The U.S. Government Money Market Fund may invest in
"Stripped Securities." A Stripped Security is a security consisting of the
separate income or principal components of a debt security. Stripped Securities
are issued at a discount to their face value and generally experience greater
price volatility than ordinary debt securities because of the manner in which
the principal and interest components of the underlying U.S. Government
obligation are separated.
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LEVERAGE. The Special Fund may, from time to time, use borrowed money to
increase its portfolio positions. This practice is known as leverage. Investment
gains realized with borrowed funds that exceed the cost of such borrowings
(including interest costs) will cause the net asset value of Fund shares to
increase more dramatically than would otherwise be the case. On the other hand,
leverage can cause the net asset value of Fund shares to decrease more rapidly
than normal if the securities purchased with borrowed money decline in value or
if the investment performance of such securities does not cover the cost of
borrowing.
PUT, CALL OPTIONS, FUTURES CONTRACTS. The Special, Small Cap, Real Estate,
Equity, Asset Allocation, Oregon Tax-Free and Income Funds may use options and
futures contracts to attempt to enhance income, and to reduce the overall risk
of its investments ("hedge"). These instruments are commonly referred to as
"derivative instruments" due to the fact that their value is derived from or
related to the value of some other instrument or asset. Each Fund's ability to
use these strategies may be limited by market conditions, regulatory limits, and
tax considerations. Appendix B to this prospectus describes the instruments that
the Funds may use and the way the Funds may use the instruments for hedging
purposes.
Each of these Funds (other than the Oregon Tax-Free Fund) may invest up to
10% of its total assets in premiums on put and call options, both exchange-
traded and over-the-counter, and write call options on securities the Fund owns
or has a right to acquire. Each of these Funds may also purchase options on
securities indices, foreign currencies, and futures contracts. Besides
exercising its option or permitting the option to expire, prior to expiration of
the option, a Fund may sell the option in a closing transaction. Other than the
Special Fund, the Funds may only write call options that are covered. A call
option is covered if written on a security a Fund already owns.
The Special, Small Cap, Real Estate, Equity, Asset Allocation, Oregon Tax-
Free and Income Funds may invest in interest rate futures contracts and the
Special, Small Cap, Real Estate, Equity and Asset Allocation Funds may invest in
stock index futures provided that the aggregate initial margin of all futures
contracts in which the Fund invests shall not exceed 10% of the total assets of
the Fund after taking into account unrealized profits and unrealized losses on
any such transactions it has entered into. Upon entering into a futures
contract, the Fund will set aside liquid assets, such as cash, U.S. Government
securities, or other high grade debt obligations in a segregated account with
the Fund's custodian to secure its potential obligation under such contract.
The principal risks of options and futures transactions are: (a) imperfect
correlation between movements in the prices of options or futures contracts and
movements in the prices of the securities hedged or used for cover; (b) lack of
assurance that a liquid secondary market will exist for any particular option or
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futures contract at any particular time; (c) the need for additional skills and
techniques beyond those required for normal portfolio management; (d) losses on
futures contracts, which may be unlimited, from market movements not anticipated
by the Adviser; (e) possible need to defer closing out certain options or future
contracts in order to continue to qualify for beneficial tax treatment afforded
"regulated investment companies" under the Internal Revenue Code of 1986, as
amended (the "Code"). For a further discussion of put and call options and
futures contracts, see the Statement of Additional Information, "Special
Investment Risks."
FIXED INCOME SECURITIES. Each of the Special, Small Cap, Equity, Asset
Allocation, Income, and U.S. Government Income Funds may invest up to 20% of its
total assets in fixed income securities, including convertible securities, that
are either unrated or rated below the fourth highest category by Moody's or S&P,
although not more than 5% of the Fund's total assets may be invested in fixed
income securities that are unrated. The Oregon Tax-Free Fund may invest an
unlimited amount in unrated fixed income securities, provided the Adviser
believes such securities to be comparable in quality to investment-grade
securities (securities rated in the fourth highest category or better by Moody's
or S&P). Securities rated below the fourth highest category are commonly
referred to as "junk bonds." Such securities are predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal. Investment
in such securities normally involves a greater degree of investment and credit
risk than does investment in a high-rated security. In addition, the market for
such securities is usually less broad than the market for higher-rated
securities, which could affect their marketability. The market prices of such
securities may fluctuate more than the market prices of higher-rated securities
in response to changes in interest rates and economic conditions. Moreover, with
such securities, there is a greater possibility that an adverse change in the
financial condition of the issuer, particularly a highly leveraged issuer, may
affect its ability to make payments of principal and interest.
INVESTMENT IN REITS. Each of the Special, Small Cap, Real Estate, Equity
and Asset Allocation Funds may invest in real estate investment trusts
("REITs"). For the Special, Small Cap, Equity and Asset Allocation Funds, such
investment may not exceed 25% of the Fund's total assets. The Real Estate Fund
may invest without limitation in shares of REITs. REITs are pooled investment
vehicles that invest primarily in income producing real estate or real estate
related loans or interests. REITs are generally classified as equity REITs,
mortgage REITs or a combination of equity and mortgage REITs. Equity REITs
invest the majority of their assets directly in real property and derive income
primarily from the collection of rents. Equity REITs can also realize capital
gains by selling properties that have appreciated in value. Mortgage REITs
invest the majority of their assets in real estate mortgages and derive income
from the collection of interest payments. For federal income tax purposes,
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REITs qualify for beneficial tax treatment by distributing 95% of their taxable
income. If a REIT is unable to qualify for such beneficial tax treatment, it
would be taxed as a corporation and distributions to its shareholders would
therefore be reduced.
Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. Equity REITs
may be affected by changes in the value of the underlying property owned by the
REITs, while mortgage REITs may be affected by the quality of any credit
extended. All REITs are dependent upon management skills, are not diversified,
and are subject to the risks of financing projects. REITs are subject to heavy
cash flow dependency, default by borrowers, self-liquidation, and the
possibilities of failing to qualify for the exemption from tax for distributed
income under the Code and failing to maintain their exemptions from the 1940
Act.
INVESTMENTS IN REAL ESTATE EQUITY SECURITIES. The Real Estate Fund does not
invest directly in real estate, but does invest primarily in Real Estate Equity
Securities. Therefore, an investment in the Fund may be subject to certain risks
associated with the direct ownership of real estate. These risks include, among
others: possible declines in the value of real estate; risks related to general
and local economic conditions; possible lack of availability of mortgage funds;
overbuilding, extended vacancies of properties; increases in competition;
property taxes and operating expenses; changes in zoning laws; costs resulting
from the clean-up of, and liability to third parties for damages resulting from
environmental problems; casualty or condemnation losses, uninsured damages from
floods, earthquakes or other natural disasters; limitations on and variations in
rents; and changes in interest rates.
REPURCHASE AGREEMENTS. Each of the Funds may engage in repurchase
agreements. Repurchase agreements are agreements under which a person purchases
a security and simultaneously commits to resell that security to the seller (a
commercial bank or recognized securities dealer) at an agreed upon price on an
agreed upon date within a number of days (usually not more than seven) from the
date of purchase. The resale price reflects the purchase price plus an agreed
upon market rate of interest that is unrelated to the coupon rate or maturity of
the purchased security. A Fund will engage in repurchase agreements only with
banks or broker-dealers whose obligations would qualify for direct purchase by
that Fund. A repurchase agreement involves the obligation of the seller to pay
an agreed-upon price, which obligation is, in effect, secured by the value of
the underlying security. All repurchase agreements are fully collateralized and
marked to market daily, and may therefore be viewed by the SEC or the courts as
loans collateralized by the underlying security. There are some risks associated
with repurchase agreements. For instance, in the case of
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default by the seller, a Fund could incur a loss or, if bankruptcy proceedings
are commenced against the seller, the Fund could incur costs and delays in
realizing upon the collateral.
MORTGAGE-BACKED SECURITIES. The Real Estate, Asset Allocation and Income
Funds may invest in mortgage pass-through certificates and multiple-class
pass-through securities, such as Collateralized Mortgage Obligations ("CMOs")
and Stripped Mortgage Back Securities ("SMBS"), and other types of
mortgage-backed securities that may be available in the future (collectively,
"Mortgage-Backed Securities").
Mortgage pass-through securities represent participation interests in pools
of mortgage loans secured by residential or commercial real property in which
payments of both interest and principal on the securities are generally made
monthly, in effect "passing through" monthly payments made by the individual
borrowers on the mortgage loans which underlie the securities (net of fees paid
to the issuer or guarantor of the securities).
Payment of principal and interest on some mortgage pass-through securities,
but not the market value of the securities themselves) may be guaranteed by the
full faith and credit of the U.S. Government (in the case of securities
guaranteed by GNMA); or guaranteed by the agency or instrumentality of the U.S.
Government issuing the security (in the case of securities guaranteed by FNMA or
the Federal Home Loan Mortgage Corporation ("FHLMC"), which are supported only
by the discretionary authority of the U.S. Government to purchase the agencies'
obligations). Mortgage pass-through securities created by non-governmental
issuers (such as commercial banks, savings and loan institutions, private
mortgage insurance companies, mortgage bankers and other secondary market
issuers) may be supported by various forms of insurance or guarantees, including
individual loan, title, pool and hazard insurance and letters of credit, which
may be issued by governmental entities, private insurers or the mortgage
poolers.
CMOs are hybrid mortgage related instruments. Similar to a bond, interest
and prepaid principal on a CMO are paid, in most cases, semi-annually. CMOs may
be collateralized by whole mortgage loans but are more typically collateralized
by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC or
FNMA. CMOs are structured into multiple classes, with each class bearing a
different stated maturity. Monthly payments of principal, including prepayments,
are first returned to investors holding the shortest maturity class and
investors holding the longer maturity classes receive principal only after the
first class has been retired. CMOs that are issued or guaranteed by the U.S.
Government or by any of its agencies or instrumentalities will be considered
U.S. Government securities by the Fund, while other CMOs, even if collateralized
by U.S. Government securities, will have the same status as other privately
issued securities for purposes of applying the Fund's diversification test.
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SMBS are derivative multiple-class mortgage-backed securities usually
structured with two classes that receive different proportions of interest and
principal distributions on a pool of mortgage assets. A typical SMBS will have
one class receiving some of the interest and most of the principal, while the
other class will receive most of the interest and the remaining principal. In
the most extreme case, one class will receive all of the interest (the "interest
only" class), while the other class will receive all of the principal (the
"principal only" class).
Investing in Mortgage-Backed Securities involves certain unique risks in
addition to those risks associated with investing in the real estate industry in
general. These risks include the failure of a counter-party to meet its
commitments, adverse interest rate changes and the effects of prepayment on
mortgage cash flows. In addition, investing in the lowest tranche of CMOs
involves risks similar to those associated with investing in equity securities.
Further, the yield characteristics of Mortgage-Backed Securities differ from
those of traditional fixed income securities. The major differences typically
include more frequent interest and principal payments (usually monthly), the
adjustability of interest rates, and the possibility that prepayments of
principal may be made substantially earlier than their final distribution dates.
If the Mortgage-Backed Security is a fixed-income security, when interest
rates decline, the value of an investment in fixed rate obligations can be
expected to rise. Conversely, when interest rates rise, the value of an
investment in fixed rate obligations can be expected to decline. In contrast, if
the Mortgage-Backed Security represents an interest in a pool of loans with
adjustable interest rates, as interest rates on adjustable rate mortgage loans
are reset periodically, yields on investments in such loans will gradually align
themselves to reflect changes in market interest rates, causing the value of
such investments to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.
If a security subject to prepayment has been purchased at a premium, in the
event of prepayment the value of the premium would be lost. Prepayment rates are
influenced by changes in current interest rates and a variety of economic,
geographic, social and other factors, and cannot be predicted with certainty.
Both adjustable rate mortgage loans and fixed rate mortgage loans may be subject
to a greater rate of principal prepayments in a declining interest rate
environment, and to a lesser rate of principal prepayments in an increasing
interest rate environment. Under certain interest rate and prepayment rate
scenarios, the Fund may fail to recoup fully its investment in Mortgage-Backed
Securities, notwithstanding any direct or indirect governmental or agency
guarantee. When the Fund reinvests amounts representing payments and unscheduled
prepayments of principal, it may receive a rate of interest that is lower than
the rate on existing adjustable rate mortgage pass-through securities.
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Thus, Mortgage-Backed Securities, and adjustable rate mortgage pass-through
securities in particular, may be less effective than other types of U.S.
Government securities as a means of "locking in" interest rates.
SHORT SALES. The Special Fund intends from time to time to sell securities
short. A short sale is effected when it is believed that the price of a
particular security will decline, and involves the sale of a security which the
Fund does not own in the hope of purchasing the same security at a later date at
a lower price. To make delivery to the buyer, the Special Fund must borrow the
security. The Fund is then obligated to return the security to the lender, and
therefore it must subsequently purchase the same security.
When the Special Fund makes a short sale, it must leave the proceeds from
the short sale with the broker, and it must deposit with the broker a certain
amount of cash or government securities to collateralize its obligation to
replace the borrowed securities which have been sold. In addition, the Fund must
put in a segregated account (with the Fund's custodian) an amount of cash or
U.S. Government securities equal to the difference between the market value of
the securities sold short at the time they were sold short and any cash or
government securities deposited as collateral with the broker in connection with
the short sale (not including the proceeds from the short sale). Furthermore,
until the Fund replaces the borrowed security, it must daily maintain the
segregated account at a level so that (1) the amount deposited in it plus the
amount deposited with the broker (not including the proceeds from the short
sale) will equal the current market value of the securities sold short, and (2)
the amount deposited in it plus the amount deposited with the broker (not
including the proceeds from the short sale) will not be less than the market
value of the securities at the time they were sold short. As a result of these
requirements, the Special Fund will not gain any leverage merely by selling
short, except to the extent that it earns interest on the immobilized cash or
government securities while also being subject to the possibility of gain or
loss from the securities sold short. The amount of the Fund's net assets that
will at any time be in the type of deposits described above (that is, collateral
deposits or segregated accounts) will not exceed 25%. These deposits do not have
the effect of limiting the amount of money that the Fund may lose on a short
sale, as the Fund's possible losses may exceed the total amount of deposits.
The Special Fund will realize a gain if the price of a security declines
between the date of the short sale and the date on which the Fund purchases a
security to replace the borrowed security. On the other hand, the Special Fund
will incur a loss if the price of the security increases between those dates.
The amount of any gain will be decreased and the amount of any loss increased by
any premium or interest that the Fund may be required to pay in connection with
a short sale. It should be noted that possible losses from short sales differ
from those that could arise from a cash investment in a security in that the
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former may be limitless, while the latter cannot exceed the total amount of the
Fund's investment in the security. For example, if the Fund purchases a $10
security, potential loss is limited to $10. However, if the Fund sells a $10
security short, it may have to purchase the security for return to the lender
when the market value of that security is $50, thereby incurring a loss of $40.
The Special, Small Cap, Real Estate, Equity, and Asset Allocation Fund may
also engage in short sales "against the box." While a short sale is made by
selling a security the Fund does not own, a short sale is "against the box" to
the extent that the Fund contemporaneously owns or has the right to obtain at no
added cost securities identical to those sold short.
MUNICIPAL SECURITIES. Because the Oregon Tax-Free Fund intends to focus its
investments in Oregon municipal securities, the Fund and the value of its shares
will be significantly affected by any economic, political, or regulatory
developments that affect the ability of Oregon issuers to pay interest or repay
principal on their obligations.
Certain municipal securities purchased by the Oregon Tax-Free Fund from
Oregon issuers may rely in whole or in part on ad valorem real property taxes as
a source of revenue for the payment of principal and interest. There are
constitutional and statutory limitations on the issuance of securities payable
from tax revenues. In 1990, a voter initiative in Oregon was passed which
restricts the ability of taxing entities to increase real property taxes by
placing a limit on the property tax rate. This initiative did, however, exempt
from the property tax rate limit assessments to pay bonded indebtedness.
However, implementation of this limit has adversely affected the property tax
revenues of certain issuers of Oregon municipal securities.
NONDIVERSIFIED PORTFOLIO; TRADING MARKET FOR PORTFOLIO SECURITIES. The
Oregon Tax-Free Fund is a nondiversified investment company, meaning that it is
not subject to the provisions of the 1940 Act with respect to diversification of
its investments. However, as a matter of fundamental policy, the Fund will not
(1) invest more than 25% of its total assets in the securities of any one
issuer, or (2) with respect to at least 50% of its total assets, invest in
individual issuers (excluding United States Government securities) in which it
has invested 5% of the value of its total assets. For purposes of these
limitations, each governmental subdivision (i.e., state, territory or possession
of the United States or any political subdivision of any of the foregoing,
including agencies, authorities, instrumentalities or similar entities) will be
considered a separate issuer if its assets and revenues are separate from those
of the government body creating it and if the securities are backed only by its
own assets and revenues. In the case of a private activity bond, if the security
is backed only by the assets and revenues of a nongovernmental user, then such
nongovernmental user will be
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<PAGE>
deemed to be the sole issuer. However, if a private activity bond or
governmental issue is guaranteed by a governmental or some other entity, such
guarantee will be considered a separate security issued by the guarantor as well
as the nongovernmental user, subject to limited exclusions allowed by the 1940
Act.
Because the Fund's "nondiversified status" permits the investment of a
greater portion of the Fund's assets in the securities of individual issuers
than would be permissible under a "diversified status," the Fund's shareholders
are considered to be subject to a greater degree of risk. The Fund reserves the
right to operate as a diversified investment company if such a course appears
desirable in the opinion of the Board of Directors; in that event, 75% of the
Fund's total assets would have to be invested in securities issued by entities
in which the Fund had not invested 5% or more of its total assets.
With the exception of general obligation securities issued by the State of
Oregon, most issues of municipal securities in Oregon are relatively small in
size. Due to the small size of some issues, only a limited trading market in the
securities develops following their issuance. When there is only a limited
trading market for a particular security, a small change in the supply of or
demand for that security can result in a relatively large change in the market
price of the security. If the Oregon Tax-Free Fund is required to sell portfolio
securities for which there is only a limited trading market, the market value of
such securities (and of securities which are part of the same issue which are
retained in the Fund's portfolio) could be adversely affected, which could
result in a decrease in the net asset value of the Fund's shares. In order to
enhance the liquidity of the Fund's portfolio, a portion of its assets will be
maintained in general obligation securities of the state of Oregon and in other
issues for which an active trading market is expected to be maintained. The Fund
expects that approximately 25% of its net assets will normally be invested in
general obligation securities of the state of Oregon. A portion of the Oregon
Tax-Free Fund's assets may also be invested, on a temporary basis, in assets
other than municipal securities in order to increase the liquidity of the Fund's
portfolio. However, there is no assurance that these strategies will completely
eliminate the risks associated with investing in municipal securities for which
only a limited trading market exists.
WHEN ISSUED AND/OR DELAYED DELIVERY. Each of the Funds (other than Money
Market Fund) may purchase and sell securities on a when-issued or
delayed-delivery basis. When-issued or delayed-delivery transactions arise when
securities are purchased or sold by the Fund, with payment and delivery taking
place in the future in order to secure what is considered to be an advantageous
price and yield to the Fund at the time of entering into the transaction. Such
securities are subject to market fluctuations, and no interest accrues to a Fund
until the time of delivery. The value of the securities may be less at the time
of delivery than the value of the securities when the commitment was made. When
a Fund engages in when-issued and delayed-delivery transactions, it relies on
40
<PAGE>
the buyer or seller, as the case may be, to consummate the sale. Failure to do
so may result in the Fund missing the opportunity of obtaining a price or yield
considered to be advantageous. To the extent any Fund engages in when-issued and
delayed-delivery transactions, it will do so for the purpose of acquiring
portfolio securities consistent with its investment objective and policies, and
not for the purpose of investment leverage. No Fund may commit more than 25% of
its total assets to the purchase of when-issued and delayed-delivery securities.
A separate account of liquid assets consisting of cash, U.S. Government
securities or other high grade debt obligations equal to the value of any
purchase commitment of a Fund shall be maintained by the Fund's custodian until
payment is made.
ILLIQUID SECURITIES. The Funds may invest in illiquid securities, which may
be difficult to sell promptly at an acceptable price. This difficulty may result
in a loss or be costly to a Fund.
INTEREST RATES. Each Fund may invest in debt securities. The market value
of debt securities that are sensitive to prevailing interest rates is inversely
related to actual changes in interest rates. That is, an interest rate decline
produces an increase in a security's market value and an interest rate increase
produces a decrease in value. The longer the remaining maturity of a security,
the greater the effect of an interest rate change. Changes in the ability of an
issuer to make payments of interest and principal and in the market's perception
of its creditworthiness also affect the market value of that issuer's debt
securities.
U.S. GOVERNMENT SECURITIES. Although U.S. Government securities and
high-quality debt securities are issued or guaranteed by the U.S. Treasury or an
agency or instrumentality of the U.S. Government, not all U.S. Government
securities are backed by the full faith and credit of the United States. For
example, securities issued by the Federal Farm Credit Bank or by the Federal
National Mortgage Association are supported by the instrumentality's right to
borrow money from the U.S. Treasury under certain circumstances. On the other
hand, securities issued by the Student Loan Marketing Association are supported
only by the credit of the instrumentality.
LIMITED OPERATING HISTORY OF FUND. The Small Cap Fund commenced operations
on February 20, 1996 and the Real Estate Fund commenced operations April 4, 1994
and thus have limited operating histories.
SMALL COMPANIES. Both the Special and Small Cap Fund intend to invest in
small market capitalization companies. Investing in such securities may involve
greater risks since these securities may have limited marketability and, thus,
may be more volatile. Because small-sized companies normally have fewer
outstanding shares than larger companies, it may be difficult for a Fund to buy
or sell significant amounts of such shares without an unfavorable impact on
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<PAGE>
prevailing prices. In addition, small companies are typically subject to a
greater degree of changes in earnings and business prospects than are larger,
more established companies.
LENDING OF PORTFOLIO SECURITIES. The Funds may loan portfolio securities to
broker-dealers or other institutional investors if at least 100% cash (or cash
equivalent) collateral is pledged and maintained by the borrower. The Funds
believe that the cash collateral minimizes the risk of lending their portfolio
securities. Such loans of portfolio securities may not be made if the aggregate
of such loans would exceed 20% (10% in the case of the Oregon Tax-Free Fund) of
the value of a Fund's total assets. If the borrower defaults, there may be
delays in recovery of loaned securities or even a loss of the securities loaned,
in which case the Fund would pursue the cash (or cash equivalent) collateral.
While there is some risk in loaning portfolio securities, loans will be made
only to firms or broker-dealers deemed by the Adviser to be of good standing and
will not be made unless, in the judgment of the Adviser, the consideration to be
earned from such loans would justify the risk. For additional disclosure, see
"INVESTMENT RESTRICTIONS--LOANS OF PORTFOLIO SECURITIES" in the Statement of
Additional Information.
PORTFOLIO TURNOVER. The Funds generally do not trade in securities with the
goal of obtaining short-term profits, but when circumstances warrant, securities
will be sold without regard to the length of time the security has been held. A
higher portfolio turnover rate may involve correspondingly greater transaction
costs, which will be borne directly by the Funds, as well as additional realized
gains and/or losses to shareholders. See "ALLOCATION OF BROKERAGE," and "TAXES"
in the Prospectus. The annual portfolio turnover rate of the Funds may at times
exceed 100%. The portfolio turnover rates are shown in the FINANCIAL HIGHLIGHTS
section of this Prospectus.
TEMPORARY DEFENSIVE INVESTMENTS. For temporary defensive purposes, the
Special, Small Cap, Real Estate, Equity and Asset Allocation Funds may invest up
to 100% of their assets in fixed income securities, cash and cash equivalents.
The fixed income securities in which each Fund will invest in such a situation
shall consist of corporate debt securities (bonds, debentures and notes),
asset-backed securities, bank obligations, collateralized bonds, loan and
mortgage obligations, commercial paper, preferred stocks, repurchase agreements,
savings and loan obligations, and U.S. Government and agency obligations. The
fixed income securities will be rated investment grade or higher (BBB by S&P and
Baa by Moody's) and will have maturities of three years or less. When the Fund
assumes a temporary defensive position, it may not be investing in securities
designed to achieve its investment objective.
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------------------------------------------
MANAGEMENT OF THE FUNDS
----------------------------------
The Funds (other than the Special Fund) are managed by the Trust's Board of
Trustees, and all powers and authorities are exercised by or under the direction
of the Board of Trustees. The Special Fund is managed by its Board of Directors,
and all powers and authorities are exercised by or under the direction of the
Board of Directors.
ADVISER. Subject to the policies of, review by, and overall control of the
Board of Trustees of the Trust, and the Board of Directors of the Special Fund,
the Adviser has been retained by each Fund to act as its manager and investment
adviser pursuant to investment advisory agreements.
The Adviser was incorporated in 1980 and has been engaged in the business of
providing investment advice since July 1, 1980 to individual and institutional
accounts, such as corporate pension and profit sharing plans, as well as mutual
funds. The Adviser currently has over $4 billion in assets under management. The
address of the Adviser is 121 S.W. Morrison, Suite 1400, Portland, Oregon 97204.
James E. Crabbe and Richard S. Huson are controlling shareholders of the
Adviser. In addition, together they own 100% of the stock of the Distributor for
the Funds. Mr. Crabbe and Mr. Huson are primarily responsible for the day-to-day
management of the Adviser. Mr. Crabbe is President and a Director of the Adviser
and Mr. Huson is Vice President, Secretary and a Director.
Each Fund pays the Adviser a fee for its services that accrues daily and is
payable bi-monthly. Fees are based on a percentage of the average daily net
assets of each Fund, as set forth below:
SPECIAL FUND
SMALL CAP FUND
REAL ESTATE FUND
EQUITY FUND
ASSET ALLOCATION FUND
<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- -------------------------------------------------- ---------------
<S> <C>
First $100 million................................ 1.00%
Next $400 million................................. 0.85%
Amounts over $500 million......................... 0.60%
</TABLE>
43
<PAGE>
<TABLE>
<S> <C>
INCOME FUND
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- -------------------------------------------------- ---------------
<S> <C>
First $100 million................................ 0.75%
Next $400 million................................. 0.60%
Amounts over $500 million......................... 0.50%
OREGON TAX-FREE FUND
U.S. GOVERNMENT INCOME FUND
U.S. GOVERNMENT MONEY MARKET FUND
First $100 million................................ 0.50%
Next $400 million................................. 0.45%
Amounts over $500 million......................... 0.40%
</TABLE>
Fees paid by the Special, Small Cap, Real Estate, Equity, Asset Allocation
and Income Funds are higher than those paid by most other mutual funds, although
the fees paid by these Funds are comparable to mutual funds with similar
objectives and policies. From time to time, the Adviser may voluntarily waive
all or a portion of its management fee and/or reimburse a Fund for certain
expenses without further notification of the commencement or termination of such
waiver or reimbursement. Any such waiver or reimbursement will temporarily lower
a Fund's overall expense ratio and increase a Fund's overall return to
investors. Additionally, many states require that mutual funds meet certain
expense limitations. The Funds, their Adviser, Distributor, and Transfer Agent
intend to qualify, meet, or conform to any individual state requirements while
the Funds are registered in that state.
The Real Estate Fund has entered into a Subadvisory Agreement with the
Adviser and AEW Capital Management, L.P., dated December 30, 1996 ("AEW").
Pursuant to the Subadvisory Agreement, AEW is responsible for the day-to-day
investment management of the Real Estate Fund, subject to the overall
supervision of the Adviser and the Board of Trustees.
AEW is a registered investment adviser founded in December, 1997. AEW is
dedicated to managing real estate investment portfolios for institutional
investors. AEW currently manages approximately $7.0 billion in assets.
The principal executive officer of AEW is Mr. Joseph F. Azvack. The general
partner of AEW is AEW Capital Management, Inc. AEW Capital Management, Inc. is a
wholly-owned subsidiary of New England Investment Companies, L.P. ("NEIC"). NEIC
is a publicly-held limited partnership.
As compensation for its services, the Adviser will pay to AEW, at the end of
each calendar month, a annualized fee equal to the greater of (a) 37.5% of one
percent of the average daily net asset value of the Fund (the "ADNAV") up to the
first $100 million of net asset value, 31.88% of one percent of the ADNAV for
the next $400 million of net asset value, and 22.5% of one percent of the
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<PAGE>
ADNAV for amounts in excess of $500 million of net asset value, or (b) 50% of
the actual fees paid by the Fund to the Adviser. The fee paid by the Adviser
will not increase any of the fees incurred by the Fund.
The Funds' Distributor pays the marketing expenses of the Funds. A certain
portion of these expenses may be borne by the Funds under a distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act. See "MANAGEMENT OF THE FUNDS
- -- Distributor" in this Prospectus. The Funds bear all other expenses incurred
in their operation as they are incurred, other than those assumed by the Adviser
or Distributor.
Management of the Special and Small Cap Fund portfolios is handled on a
day-to-day basis by a team consisting of Mr. Crabbe and John W. Johnson. Mr.
Crabbe is coordinator of the team. Mr. Crabbe has served in various management
positions with the Adviser since 1980 and has managed the Special Fund's
portfolio since January 1, 1990. Prior to joining the Adviser, Mr. Johnson was a
private investment banker from November, 1991 to May, 1995. Between August, 1988
and November, 1991, Mr. Johnson was Director of Equity Investments for Kennedy
Associates.
Management of the Real Estate Fund is handled on a day to day basis by Jay
Willoughby, who is currently a Director and real estate securities portfolio
manager for AEW. Prior to joining AEW in January, 1995, Mr. Willoughby was a
portfolio manager for the Adviser.
The Oregon Tax-Free, Income, U.S. Government Income and U.S. Government
Money Market Funds are managed on a day to day basis by a team consisting of Mr.
Huson and Garth R. Nisbet. Mr. Huson is coordinator of the team. Mr. Huson has
served in various management positions with the Adviser since 1980. Mr. Nisbet
joined the Adviser in April, 1995. Between February, 1993 and March, 1995 Mr.
Nisbet worked for Capital Consultants, Inc. as a portfolio manager of its fixed
income portfolio. Prior to joining Capital Consultants, Inc., Mr. Nisbet was a
Vice President and the fixed income portfolio manager at Lincoln National
Investment Management.
The portfolios of the Equity and Asset Allocation Funds are managed on a
day-to-day basis by a team consisting of John E. Maack, Jr., Marian L. Kessler,
Robert E. Anton, Mr. Nisbet and Mr. Huson. Mr. Huson is coordinator of the team.
Mr. Maack has been employed as a portfolio manager and securities analyst by the
Adviser since 1988. Ms. Kessler joined the Adviser in August, 1995. From
September, 1993 until July, 1995, Ms. Kessler was a portfolio manager with
Safeco Asset Management. Between August, 1986 and June, 1993, Ms. Kessler was an
equity analyst for IDS Financial Services. Mr. Anton joined the Adviser in June,
1995. Prior to joining the Adviser, Mr. Anton served 17 years as Chief
Investment Officer, portfolio manager at Financial Aims Corporation.
45
<PAGE>
ADMINISTRATORS. The Funds have retained State Street Bank and Trust Company
("State Street") to provide administrative services to the Funds. Such services
relate to administration, operations and compliance. For such services, the
Funds have agreed to pay State Street a fee based on the total assets of the
Funds managed by the Adviser. The fee shall be as follows: first $500 million
managed by Adviser--.06%; next $500 million--.03%; thereafter--.01%. Each Fund
pays its pro rata share of such fee.
CUSTODIAN, TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND SHAREHOLDER
SERVICING. Investors Fiduciary Trust Company, 127 West 10th Street, Kansas
City, Missouri 64105, acts as Custodian of the cash and securities of each Fund.
State Street Bank and Trust Company, 225 Franklin Street, Boston, MA 02110,
800-541-9732, acts as Transfer Agent and Dividend Disbursing Agent for the
Funds. The Transfer Agent uses Boston Financial Data Services, a 50% owned
subsidiary, as its servicing agent in carrying out the Transfer Agent's
responsibilities to the Funds.
The Funds and Crabbe Huson Securities, Inc., the Funds Distributor, have
also entered into agreements with various Financial Intermediaries, whereby the
Financial Intermediary agrees to perform various sub-transfer agency services,
subaccounting services and administrative services for their clients and
customers who may be deemed to be beneficial owners of the Funds' shares. The
Financial Intermediaries may also perform ongoing servicing and maintenance
tasks. Fees paid by a Fund to a Financial Intermediary vary depending upon the
level of services provided.
DISTRIBUTOR. The class of shares of each Fund sold pursuant to this
Prospectus has adopted a distribution plan pursuant to rule 12b-1 under the 1940
Act (the "Plan"). Under the Plan, the Distributor is entitled to reimbursement
for its actual expenses incurred in the distribution and promotion of the shares
of each Fund. Total reimbursement by the Fund to the Distributor pursuant to the
Plan may not exceed an annual rate of .25% of such class average daily net
assets. These expenses include, but are not limited to, expenses incurred in the
printing of the Funds' prospectuses and statements of additional information for
persons other than then-current shareholders, expenses related to preparation
and printing of sales literature, and other distribution-related expenses. A
portion of the expenses reimbursed and paid to the Distributor will be paid by
the Distributor on a quarterly basis to broker-dealers, financial institutions,
depository institutions, retirement plans, and financial intermediaries
(collectively, "Financial Intermediaries") that have entered into sales
agreements with the Distributor to actively promote the sale of the shares, and
may be paid to investment executives of the Distributor. Each Fund will
participate in joint distribution activities with other funds managed by the
Adviser. Distribution
46
<PAGE>
expenses that are not allocable to a specific Fund or class of a Fund are
allocated to the fund or classes of the Funds which have adopted a Plan on the
basis of their respective net assets.
In the event distribution expenses for any Fund in any one year exceed the
maximum reimbursable under the Plan, such expenses may not be carried forward to
the following year. The Funds will not be charged for any financing charges on
any unreimbursed expenses payable pursuant to the Plan.
The Adviser may, at its own expense, make payments from its management fee
revenue, past profits, or other resources to Financial Intermediaries who
promote the sale of the Funds' shares.
47
<PAGE>
------------------------------------------
NET ASSET VALUE
----------------------------------
The net asset value ("NAV") of a share is determined as of 4 p.m. Eastern
Time, or the close of the NYSE, whichever is earlier, on each day during which
securities are traded on the NYSE. The NAV of a single share of a class is
computed by adding that class's pro rata share of the value of the applicable
Fund's investments, cash and other assets, subtracting that class's pro rata
share of the value of the applicable Fund's liabilities, subtracting the
liabilities allocated to that class, and dividing the result by the number of
shares of that class that are outstanding.
Each Fund's assets are valued on the basis of market quotations, if
available. Foreign securities are valued on the basis of quotations from the
primary market in which they are traded, and are translated from the local
currency into U.S. dollars using current exchange rates. If quotations are not
readily available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets are valued by a method
that the Board of Trustees believes accurately reflects fair value.
The U.S. Government Money Market Fund will value its assets using the
amortized cost method by adjusting the cost of each debt security for
amortization of discount or premium and accrued interest (unless unusual
circumstances indicate that another method of determining fair value should be
considered by the Trustees.) The Trustees have established procedures designed
to stabilize, to the extent reasonably possible, the net asset value of the
shares of the U.S. Government Money Market Fund at one dollar per share. There
is no assurance that the Fund will be able to maintain a constant one dollar per
share value. See "U.S. GOVERNMENT MONEY MARKET FUND" in the Statement of
Conditional Information.
--------------------------------------
PERFORMANCE COMPARISONS
----------------------------------
The Funds may compare their performance to other mutual funds with similar
investment objectives and to the mutual fund industry as a whole, as quoted by
ranking services and publications of general interest. For example, these
services or publications may include Lipper Analytical Services, Inc.,
Schabacker's Total Investment Service, CDA Technologies, SEI, Frank Russell
Trust, BARRON'S BUSINESS WEEK, CHANGING TIMES, THE FINANCIAL TIMES, FINANCIAL
WORLD, FORBES, INVESTOR'S DAILY, MONEY, MORNINGSTAR MUTUAL FUNDS, PERSONAL
INVESTOR, THE ECONOMIST, THE WALL STREET JOURNAL, INDIVIDUAL INVESTOR, LOUIS
RUKEYSER'S
48
<PAGE>
WALL STREET, FINANCIAL WORLD, and USA TODAY. These ranking services and
publications rank the performance of the Funds against all other funds over
specified periods and against funds in specified categories. The Funds may also
either include presentations of, or may compare their performance or the
performance of the Funds' Adviser to a recognized stock or bond index, including
the Standard & Poor's 500, Standard & Poor's Mid-Cap 400 Index, Value Line
Composite Index, Dow Jones Industrial Average, NASDAQ/OTC Price Index, Russell
2000 Index, Wilshire 5000 Equity Index, Morgan Stanley REIT Index, the Lehman
Brothers Government/Corporate Bond Index and Salomon Bond indices. The
comparative material found in advertisements, sales literature, or in reports to
shareholders may contain past or present performance ratings. This is not to be
considered representative or indicative of future results or future performance.
The Funds may also compare their performance to other income-producing
securities such as (i) money market funds; (ii) various bank products (based on
average rates of bank and thrift institution certificates of deposit, money
market deposit accounts, and NOW accounts as reported by the Bank Rate Monitor
and other financial reporting services, including newspapers); and (iii) U.S.
treasury bills or notes.
The performance of a specific Fund will be calculated as required by the
rules of the SEC. Current yield for the U.S. Government Money Market Fund is
calculated by dividing the net change in the value of an account of one share
during an identified seven-calendar day period by the value of the one share
account at the beginning of the same period and multiplying that base return by
365/7. Current yield for the Real Estate, Income, U.S. Government Income and
Oregon Tax-Free Funds is calculated by dividing the net investment income per
share earned during an identified 30-day period by the maximum offering price
per share on the last day of the same period. The Funds may also publish average
annual total return quotations for recent one, five and ten-year periods and
will, at times, graphically portray the redeemable value of an initial
investment over an established period of time. These standardized calculations
do not reflect the impact of federal or state income taxes. Such performance
data will include the effect of any sales or distribution charges.
The yields of each of the Funds are not fixed and will fluctuate. The
principal value of an investment in each Fund (except, under normal
circumstances, the U.S. Government Money Market Fund) at redemption may be more
or less than its original cost. In addition, investments in the Funds are not
insured and an investor's yield is not guaranteed.
The Fund's investment results will vary from time to time depending on
market conditions, the composition of the Fund's portfolio, and operating
expenses of the Fund. These factors and possible differences in the methods used
in calculating investment results should be considered when comparing
49
<PAGE>
performance information regarding the Fund to information published for other
investment companies and other investment vehicles. You should also consider
return quotations relative to changes in the value of the Fund's shares and the
risks associated with the Fund's investment objectives and policies. At any time
in the future, return quotations may be higher or lower than past return
quotations, and there may be no assurance that any historical return-quotation
will continue in the future.
For more information about the calculation methods used to compute the
Fund's investment results, see "YIELD AND PERFORMANCE" in the Statement of
Additional Information. The annual report for the Funds contains information
about the performance of the Funds, and is available upon request, without
charge, by calling Investor Services at (800) 541-9732.
--------------------------------------
ALLOCATION OF BROKERAGE
----------------------------------
The Adviser is responsible for the overall management of the portfolio of
each Fund and determines which brokers will execute the purchase and sale of the
portfolio securities. The Adviser's foremost objective is to place orders so as
to achieve prompt execution at the most favorable price. However, the Adviser is
authorized, in recognition of the value of brokerage and research services
provided, to pay commissions to a broker in excess of the amounts which another
broker might have charged for effecting the same transaction. The Adviser may
also execute Fund portfolio transactions with broker-dealers that provide
services to the Funds pursuant to a written agreement. Under these arrangements,
participating Funds direct the Adviser to execute a portion of the Funds
transactions to a broker-dealer in return for a credit which represents a
percentage of the total commissions generated through the broker dealer. The
Fund uses the credit to reduce transfer agent, custodian, shareholder servicing
and other expenses of the Fund. Provided the Funds receive prompt execution at
competitive prices, the Adviser may execute portfolio transactions through
broker-dealers who also sell the Funds' shares. Additional information about
portfolio brokerage is included in the Statement of Additional Information.
--------------------------------------
CAPITAL STRUCTURE
----------------------------------
Beneficial interests in the Trust are divided into shares, all without par
value. The shares may be divided in separate series, with each series
representing investments in a particular portfolio and sub-series (classes) of
each series,
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<PAGE>
all at the discretion of the Board of Trustees. Shareholders of each of the
Funds are entitled to one vote for each dollar of net asset value held.
Shareholders shall have the power to vote only on the following matters: (1) the
election of the initial trustees of the Trust, the removal of trustees, and to
the extent required by the 1940 Act, the subsequent election of any trustee to
fill any vacancy (although trustees may be elected to fill vacancies or be
removed by the Board of Trustees without a vote of Shareholders, subject to
certain restrictions in the 1940 Act); (2) any contract entered into by the
Trust to the extent Shareholders' approval is required by the 1940 Act; (3) with
respect to any termination or reorganization of the Trust or any series thereof
to the extent and as provided in the Declaration of Trust; (4) with respect to
any amendment of the Declaration of Trust that adversely affects the rights of
the shareholder; (5) with respect to derivative actions whether or not a court
action, proceeding or claim should or should not be brought or maintained
derivatively or as a class action on behalf of the Trust or any series of the
Trust or the Trust shareholders; (6) an amendment of the Fund's Fundamental
Policies as set forth in the Trust's By-laws; and (7) with respect to such
additional matters relating to the Trust as may be required by the 1940 Act, the
Declaration of Trust, the By-laws of the Trust, any registration of the Trust
with the SEC (or any successor agency) or any state, or as the Trustees may
consider necessary or desirable. Separate votes are taken by each class of
shares, fund or trust, if a matter affects that class of shares, the Fund or the
Trust, respectively. Shares issued are fully paid and nonassessable and have no
preemptive or conversion rights. Each share is entitled to participate equally
in dividends and distributions declared by its respective Fund and in the net
assets of that Fund upon liquidation or dissolution after satisfaction of
outstanding liabilities. Amendment to the Declaration of Trust may be made upon
approval by shareholders holding the lesser of (i) 67% or more of the shares
entitled to vote on the matter, present in person at the meeting or represented
by proxy, if holders of more than 50% of the shares entitled to vote on the
matter are present, in person or by proxy, or (ii) a majority of the shares
issued and outstanding.
The Special Fund has an authorized capital of 100 million shares of common
stock. All shares of the Special Fund are of the same class, although for
purposes of this Prospectus shares offered by the Special Fund are referred to
as Primary Class shares. Shareholders of the Special Fund are entitled to one
vote for each full share held and fractional votes for fractional shares held.
Shareholders of the Special Fund vote on the election of directors and any other
matter submitted to a shareholder vote. Shares issued are fully paid and
nonassessable, and have no preemptive or conversion rights. Each share is
entitled to participate equally in dividends and distributions declared, and in
the net assets upon liquidation or dissolution, after satisfaction of
outstanding liabilities.
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<PAGE>
--------------------------------------
YIELD
----------------------------------
The SEC has imposed a number of rules and policies regarding the calculation
of yield. The Funds intend to continually comply with these rules and policies
in their quotation of yield. For an explanation of the method of yield
calculation, see "CALCULATION OF PERFORMANCE DATA" in the Statement of
Additional Information.
--------------------------------------
INVESTOR SERVICES
----------------------------------
INFORMATION YOU NEED TO KNOW TO PURCHASE,
REDEEM OR EXCHANGE SHARES
<TABLE>
<S> <C>
INVESTOR SERVICES TELEPHONE: MAIL:
(800) 541-9732 Crabbe Huson Funds
P.O. Box 8413
Boston, MA 02266-8413
CRABBE HUSON "INSTANT ACCESS": EXPRESS MAIL:
(800) 235-2442 Crabbe Huson Funds
Two Heritage Drive
Quincy, MA 02171
INTERNET:
http://www.contrarian.com
</TABLE>
The Fund's shares are offered to the public with no sales load. Crabbe Huson
Securities, Inc. (the "Distributor"), Portland, Oregon, an affiliate of the
Adviser and a corporation organized under the laws of Oregon, is the distributor
of the Fund's shares. The shares are offered by the Distributor directly to the
public or through Financial Intermediaries who have entered into sales
agreements with the Distributor.
If there is no account application accompanying this Prospectus, you may
obtain one by calling your Financial Intermediary or by calling Investor
Services. If you are investing through a tax-sheltered retirement plan, such as
an IRA, for the first time, you will need a special application. Contact
Investor Services for more information on retirement accounts.
52
<PAGE>
TYPES OF ACCOUNTS AVAILABLE:
- Individual, Joint Tenants, Tenants in Common
- Trusts
- Businesses or Organizations (corporations, partnerships or other groups)
- Gifts or Transfers to Minors
- Retirement Accounts (Individual Retirement Accounts (IRA), Spousal IRA,
Simplified Employee Pension
- IRA (SEP-IRA), Salary Reduction-SEP IRA (SAR-SEPIRA) or 403(b) Tax
Sheltered Accounts)
- Others (contact Investor Services for information regarding other
accounts)
Retirement accounts are not available to those investing in the Oregon Tax-
Free Fund. Note, if you are considering adopting any type of retirement plan,
you should consult with your own legal or tax adviser, with respect to the
establishment and maintenance of such a plan.
MINIMUM INVESTMENTS. The minimum investment in any Fund is $2,000.
Additional Investments in any Fund must be in amounts of at least $500, unless
you are enrolled in the Invest-O-Matic program described below in "SPECIAL
SERVICES." Investments as small as $100 can be accepted from investors
participating in the Invest-O-Matic program. The Adviser, in its sole
discretion, may waive any minimum purchase requirements. The Funds reserve the
right to vary the initial and subsequent investment minimums at any time. The
Funds will provide you with written notice of any such change.
HOW TO PURCHASE YOUR SHARES
HOW TO OPEN AN ACCOUNT:
<TABLE>
<S> <C> <C>
- - Mail: Complete and sign the account application,
indicating the Fund, class and dollar amount
you want to invest. Mail or express mail your
check with your completed application to the
appropriate address listed above under
"INFORMATION YOU NEED TO KNOW TO PURCHASE,
REDEEM OR EXCHANGE SHARES."
</TABLE>
53
<PAGE>
<TABLE>
<S> <C> <C>
- - Exchange: You may exchange your shares for shares of
another Crabbe Huson Fund, provided the
dollar value of the shares you desire to
exchange meet the minimum investment
requirement of the new Fund. Call Investor
Services for more information about this
option.
- - Financial
Intermediaries: You may purchase shares in a Fund by
contacting your Financial Intermediary. See
"WHAT YOU SHOULD KNOW ABOUT BUYING SHARES
THROUGH A FINANCIAL INTERMEDIARY."
</TABLE>
HOW TO PURCHASE ADDITIONAL SHARES:
<TABLE>
<S> <C> <C>
- - Mail: Detach and complete the stub attached to your
statement. Make a check payable to Crabbe
Huson Funds, write your shareholder account
number on your check, and include your
investment stub(s) or a note designating how
the amount of your check is to be invested by
Fund and class. Mail or express mail the
above to the appropriate address listed above
under "INFORMATION YOU NEED TO KNOW TO PUR-
CHASE, REDEEM OR EXCHANGE SHARES."
- - Telephone: As an existing shareholder, you may purchase
additional shares by calling (800) 235-2442
and using the Funds' Crabbe Huson "Instant
Access" System. See "Special Investor
Services--Crabbe Huson "Instant Access." "
You may also purchase shares by calling
Investor Services at the telephone number
listed above under "INFORMATION YOU NEED TO
KNOW TO PURCHASE, REDEEM OR EXCHANGE SHARES."
</TABLE>
54
<PAGE>
<TABLE>
<S> <C> <C>
- - Wire: You may purchase shares by wiring funds from
your bank account. In order to purchase
additional shares by wire transfer, you need
to call Investor Services to place your order
and then wire transfer your funds to the
following wire transfer address: State Street
Bank & Trust Co., 225 Franklin Street,
Boston, MA 02110, ABA No. 011 000 28, FOR
CREDIT: Crabbe Huson, DDA No. 99051039,
Shareholder Name, Name of Fund and Class,
Shareholder Account Number.
</TABLE>
WHAT YOU SHOULD KNOW ABOUT BUYING SHARES BY MAIL:
If payment and an account application is received in proper form by the
close of regular trading on the NYSE (currently 4:00 p.m., Eastern Time) on a
day that the Fund calculates its net asset value (a "business day"), the
purchase will be made at the Fund's net asset value calculated at the end of
that day. If payment is received after the close of regular trading on the NYSE,
the purchase will be effected at the Fund's net asset value determined for the
next business day after payment has been received.
Make all checks or money orders payable to Crabbe Huson Funds. The Funds
will not accept purchases made by cash or credit card. Checks payable to the
investor and endorsed to the order of the Fund will not be accepted as payment
and will be returned to the sender. If a check used for purchase does not clear,
the Fund will cancel the purchase and the investor may be liable for any losses
or fees incurred. In order to prevent lengthy processing delays caused by the
clearing of foreign checks, the Funds will only accept a foreign check drawn in
U.S. dollars issued by a foreign bank with a U.S. correspondent bank. The name
of the U.S. correspondent bank must be printed on the face of the check. Further
documentation may be requested from corporations, executors, administrators,
trustees, guardians, agents, or attorneys in fact.
WHAT YOU SHOULD KNOW ABOUT BUYING ADDITIONAL SHARES BY TELEPHONE:
The Funds may, at their discretion, accept purchase orders from existing
shareholders by telephone, although the order is not accompanied by payment for
the shares being purchased. To receive the net asset value for a specific day, a
telephone purchase request must be received before the close of the NYSE on that
day. Payment for shares ordered in this way must be received by the Funds'
Transfer Agent within three business days after acceptance of the order. If
payment is not received on time, a Fund may cancel the order and redeem the
shares held in the shareholder's account to compensate the Fund for any decline
in the value of the purchased shares.
55
<PAGE>
WHAT YOU SHOULD KNOW ABOUT BUYING SHARES THROUGH A FINANCIAL INTERMEDIARY:
Shares of each Fund are offered through Financial Intermediaries, including
the following broker dealers: Charles Schwab & Company, Inc. Mutual Fund
OneSource-TM- Program; Fidelity Brokerage Services, Inc.
Funds-Network-TM-Program; Jack White & Company, Inc.; and Waterhouse Securities,
Inc. Some of the programs offered by these Financial Intermediaries may impose
certain conditions on your investment in the Funds which are in addition to or
different than those in this Prospectus, and may charge you direct fees. Certain
features described in this Prospectus, such as initial and subsequent investment
minimums, redemption fees and certain trading restrictions, may be modified or
waived in these programs, and administrative charges may be imposed for the
services rendered. Therefore, you should contact your Financial Intermediary
concerning the fees (if any) charged in connection with a purchase or redemption
of Fund shares and should read this prospectus in light of the terms governing
your account with the Financial Intermediary.
Financial Intermediaries that have entered into agreements with the Fund
and/or its Distributor may enter confirmed purchase orders on behalf of clients
and customers, with payment to follow no later than the Funds' pricing on the
following business day. If payment is not received by such time, the Financial
Intermediary could be held liable for resulting fees and losses.
HOW TO REDEEM YOUR SHARES
You may arrange to take money out of your account at any time by selling
(redeeming) some or all of your shares. Shares may be redeemed at any time,
without charge, at the net asset value per share next determined after receipt
by the Transfer Agent of a redemption request in proper form from the investor.
Payment for all shares redeemed will be made within three business days after
receipt of a redemption request in proper form except (as outlined by the 1940
Act) during a period when 1) trading on the NYSE is restricted or the NYSE is
closed for other than customary weekends and holidays, 2) the SEC has by order
permitted such suspension for the protection of the Fund's shareholders, or 3)
an emergency exists making disposal of portfolio securities or valuation of net
assets of the applicable class not reasonably practicable.
When a request for redemption is made shortly after the purchase of shares,
you will not receive the redemption proceeds until the check(s) received for the
shares purchased has cleared. Under such circumstances, it may take as long as
15 days for a shareholder to receive the proceeds of a redemption. You may avoid
such delays by purchasing shares with a certified or cashier's check, or by
federal funds wire.
To redeem your shares in a non-retirement account, you may use any of the
methods described below. To sell shares in a retirement account, you should
56
<PAGE>
contact Investor Services or your Financial Intermediary for special
instructions. For your protection, certain redemption requests may require a
signature guarantee. See "Special Situations-Signature Guarantee." You may
redeem shares in the following ways:
<TABLE>
<S> <C> <C>
- - Mail: To be in proper form, written requests for
redemption must include 1) the total dollar
value of shares or the total number of shares
to be redeemed, 2) the investor's account
number, 3) the Fund's name and applicable
class name, and 4) the signature of each
registered owner exactly as the shares are
registered, and 5) in certain situations, a
signature guarantee. See "Special
Situations-Signature Guarantee." The Transfer
Agent may require additional supporting
documents for redemptions made by
corporations, executors, administrators,
trustees, or guardians. A redemption request
will not be deemed to have been submitted
until the Transfer Agent receives
all required documents in proper form. All
documents and correspondence concerning
redemptions should be sent to Investor
Services at the address listed above under
"INFORMATION YOU NEED TO KNOW TO PURCHASE,
REDEEM OR EXCHANGE SHARES."
- - Telephone: Telephone redemptions may be made by calling
the Crabbe Huson "Instant Access" number,
(800) 235-2442. See "Special Investor
Services-Crabbe Huson 'Instant Access."' You
may also redeem shares by calling Investor
Services at the telephone number listed above
under "INFORMATION YOU NEED TO KNOW TO
PURCHASE, REDEEM OR EXCHANGE SHARES."
- - Wire: Should you wish to receive instructions on
how to obtain your funds by wire, please call
Investor Services. At the present time there
is no fee charged for redemptions by wire
transfer. However, in the future the Funds
may elect to impose such a fee.
- - Financial
Intermediaries: Shares may also be redeemed by telephone from
Financial Intermediaries who have entered
into sales agreements with the Distributor
and/or the
</TABLE>
57
<PAGE>
<TABLE>
<S> <C> <C>
Funds. Such redemption orders should be
placed by the Financial Intermediary with the
Transfer Agent. Shares will be redeemed at
the net asset value determined on a
shareholder's trade date. The three-day
period within which the proceeds of the
redemption will be sent to the shareholder or
shareholder's Financial Intermediary will
begin on the day of the net asset value
calculation, unless the Transfer Agent has
not received a written request in proper form
from the Financial Intermediary by the third
day. In that event, the proceeds of the
redemption will be sent to the shareholder or
the shareholder's Financial Intermediary
immediately upon the Transfer Agent's receipt
of the written request in proper form.
Financial Intermediaries are responsible for
the prompt transmittal of redemption orders
to the Transfer Agent. Financial
Intermediaries not affiliated with a Fund may
charge a fee for handling redemptions.
- - Check Writing: If you have a checkbook for your account in
the U.S. Government Money Market Fund, you
may write checks on your account. The minimum
amount of a check is $500. Be sure that the
check is signed by all required signatures as
noted on the signature card on file with the
Transfer Agent.
</TABLE>
If you are selling some but not all of your account shares, leave at least
$2,000 worth of shares in the account to keep it open (account minimums do not
apply to retirement accounts). See "Special Situations" in this prospectus.
HOW TO EXCHANGE YOUR SHARES
BEFORE MAKING AN EXCHANGE TO ANOTHER FUND, THE INVESTOR SHOULD READ THE
PROSPECTUS RELATING TO THE FUND OR FUNDS INTO WHICH SHARES ARE BEING EXCHANGED.
The proceeds from the redemption of your shares may be used to purchase
shares of any other Fund in every state in which the exchange may be made
legally, provided you may only exchange if the dollar value of the exchange is
sufficient to satisfy any minimum investment requirements in the new Fund. You
may only exchange between accounts that are registered in the same name,
address, and taxpayer identification number. The exchange privilege is a
standard option on all accounts. If you do not want this option, please mark the
appropriate box on the application. You may exchange shares in the following
ways:
58
<PAGE>
<TABLE>
<S> <C> <C>
- - Exchange by
Mail: Any written exchange request, in proper form,
may be mailed or express mailed to the
Transfer Agent to the appropriate address
listed above under "INFORMATION YOU NEED TO
KNOW TO PURCHASE, REDEEM OR EXCHANGE YOUR
SHARES."
- - Exchange by
Telephone: Telephone exchanges may be made by calling
the Crabbe Huson "Instant Access" number,
(800) 235-2442. See "Special Investor
Services-Crabbe Huson 'Instant Access.' " You
may also exchange shares by telephone by
contacting Investor Services at the number
listed above under "INFORMATION YOU NEED TO
KNOW TO PURCHASE, REDEEM OR EXCHANGE YOUR
SHARES."
</TABLE>
The exchange of shares of the Fund for shares of another fund is treated for
federal and state income tax purposes as a sale on which an investor may realize
a capital gain or loss.
Excessive trading can hurt Fund performance. Each Fund reserves the right to
terminate or modify the exchange privilege applicable to all shareholders at any
time upon 60 days' notice. This exchange privilege may be temporarily or
permanently suspended with respect to any shareholder that engages in more than
ten exchanges in any 12-month period.
WHAT YOU SHOULD KNOW ABOUT TELEPHONE TRANSACTIONS:
Each Fund, the Adviser and the Transfer Agent will employ reasonable
procedures to confirm that instructions communicated by telephone are properly
authorized. The failure of a Fund to do so may result in the Fund being liable
for losses due to unauthorized or fraudulent telephone transactions. However, a
Fund, the Adviser and the Transfer Agent will not be liable for executing
telephonic instructions that are deemed to be authorized after following
reasonable procedures. Such reasonable procedures include providing written
confirmation of telephone transactions, tape recording telephone instructions,
and requiring specific personal information prior to acting upon telephone
instructions. Furthermore, in order to use the Instant Access Automated
Information Service instituted by the Funds you must provide a 4-digit Personal
Identification Number.
59
<PAGE>
WHEN TRANSACTIONS ARE RECORDED IN YOUR ACCOUNT
Your trade date is the date when transactions are recorded in your account.
Your shares are purchased, redeemed or exchanged at the net asset value
determined on your trade date.
STATEMENTS
You will receive a quarterly summary of all account activity for the most
recent calendar quarter and an annual statement which includes all activity
during the most recent year. You will also receive a statement of account after
any transaction that affects your share balance or share registration, other
than for the reinvestment of dividends or distributions or investments made
through the Systematic Exchange or Invest-O-Matic programs discussed below. See
"SPECIAL SERVICES." These transactions will be included in your next quarterly
or annual statement. In addition to the annual statement, you will also receive,
in January, a full report of your account activity during the prior year for tax
reporting purposes.
SPECIAL SITUATIONS
SIGNATURE GUARANTEE. A signature guarantee is designed to protect you and
the Funds from fraudulent transactions by unauthorized persons. In the following
instances, the Funds will require a signature guarantee for all authorized
owners of an account:
- you wish to redeem more than $15,000 worth of shares;
- the redemption proceeds are to be sent to a different name or address
than is registered on your account;
- you wish to add the check writing feature, the Systematic Withdrawal
program or make a change in your bank information after you have opened
an account;
- you wish to change your name or add/remove an owner on your account; or
- you wish to add/change a beneficiary on your transfer-on-death account or
retirement account.
A signature guarantee may be obtained from any eligible guarantor
institution, as defined by the SEC. These institutions include banks, savings
associations, credit unions, brokerage firms and others. A notary public stamp
or seal is not acceptable.
INVOLUNTARY REDEMPTIONS. In order to reduce expenses, if the shares in your
account other than a tax-deferred retirement account, are worth less than $2,000
as a result of shareholder redemptions, the Fund may elect to redeem
60
<PAGE>
such shares and close the account. You will receive 60 days' prior written
notice in which to purchase additional shares to avoid such redemption.
Additionally, any Fund may compel the redemption of shares if, in its opinion,
such action would prevent the fund from becoming a personal holding company, as
defined by the Code.
SPECIAL SERVICES
INVEST-O-MATIC. With Invest-O-Matic, you may make regular monthly purchases
of shares in amounts as little as $100 via an automatic debit to a bank account.
Invest-O-Matic accounts may be modified or terminated by you at any time.
SYSTEMATIC EXCHANGE. Systematic Exchange allows you to make regular,
systematic exchanges of at least $100 from one Crabbe Huson Fund into another
Crabbe Huson account. When you establish a systematic exchange program, you
authorize the Fund, the Transfer Agent and their agents to sell shares at a set
dollar amount or number of shares from the first account and purchase shares of
a second Crabbe Huson Fund. An exchange transaction is a sale and purchase of
shares for federal income tax purposes and may result in a gain or loss. To
establish this program, you may call your Financial Intermediary or Investor
Services at (800) 541-9732. For further details concerning this program, see the
Statement of Additional Information.
CRABBE HUSON "INSTANT ACCESS". By calling (800) 235-2442, you can receive
account information, purchase, redeem and exchange Fund Shares. If you desire to
purchase additional shares or to redeem through the "Instant Access" system, you
must provide the Fund with current A.C.H. (automated clearing house)
information. The daily maximum redemption through use of the "Instant Access"
system is $100,000. If you purchase shares through the "Instant Access" system
and your purchase is made prior to 4:00 p.m. Eastern time, your purchase shall
take place on the following business day at the net asset value as determined on
that day. If your purchase occurs after 4:00 p.m. Eastern time, your purchase
shall take place on the second business day at the net asset value as determined
on that day.
SYSTEMATIC WITHDRAWAL PLAN. If you own shares with a total value of not
less than $5,000 you may participate in a systematic withdrawal plan providing
for fixed payments to you of $100 or more at regular monthly intervals (the
"Systematic Withdrawal Plan"). You may realize a capital gain or loss on each
fixed-amount payment. Additional information concerning the Systematic
Withdrawal Plan is set forth in the Statement of Additional Information. If you
desire to participate in the Systematic Withdrawal Plan, you may do so by
completing and submitting the appropriate application to the Transfer Agent. The
Systematic Withdrawal Plan is voluntary and may be terminated at any time by the
shareholder.
61
<PAGE>
CHECK WRITING. The U.S. Government Money Market Fund offers check writing.
You may write checks of not less than $500 per check. A check must be signed by
all parties listed on the signature card as required signatures.
DIVIDENDS, CAPITAL GAINS, TAXES
Each Fund distributes substantially all of its net investment income and
capital gains (if any) to shareholders each year. Each Fund declares and
distributes realized capital gains, if any, to shareholders in December.
Dividends for the Special, Small Cap, and Equity Funds are distributed in
December. Dividends for the Real Estate and Asset Allocation Funds are
distributed on the last business day of each fiscal quarter. Dividends for the
Income and U.S. Government Income Funds are distributed on the last business day
of each month. Dividends for the Oregon Tax-Free and U.S. Government Money
Market Funds are declared daily and paid monthly. With respect to the Oregon
Tax-Free Fund and the U.S. Government Money Market Fund, when the last day of
the month occurs on a Saturday, Sunday or holiday, dividends are accrued through
the last day of the month and paid on the last business day of the month.
On the date the dividends or capital gains are declared, they will
automatically be reinvested in additional shares of the same class of your Fund
unless you have elected to receive payments in cash. You may elect the option to
receive your distributions in cash by so specifying on your application.
Each Fund intends to qualify each year as a "regulated investment company"
under the Code so it will not pay federal taxes on either income or capital
gains distributed to shareholders, although there can be no assurance that they
will so qualify.
Each Fund will be subject to a 4% excise tax on a portion of its
undistributed income if they fail to meet certain annual distribution
requirements. Each Fund intends to make distributions in a timely manner and,
accordingly, does not expect to be subject to the excise tax.
For federal income tax purposes, all distributions are reportable as taxable
income whether a shareholder elects to take them in cash or reinvest them in
additional shares of a Fund.
Distributions representing net investment income (including short-term
capital gains) are taxable as ordinary income. Distributions derived from net
long-term capital gains that are properly designated by a Fund as such will be
taxable to shareholders as long-term capital gains, regardless of how long the
shareholder has held the shares.
Under the Revenue Reconciliation Act of 1993 (the "Act"), potentially
favorable income tax treatment on distributions representing long-term capital
gains has been restored, effective for tax years beginning after 1992. Under the
62
<PAGE>
Act, ordinary income may be taxed at marginal rates significantly (up to 11.6%)
higher than the marginal rate at which long-term capital gains are taxed.
Accordingly, distributions representing net long-term capital gains may be
subject to a reduced rate of tax to shareholders.
The Special Fund may engage in short sales of securities. In general, a
short sale is a contract for the sale of a security that the seller does not own
or does not desire to transfer. The seller, therefore, borrows the security to
be delivered to the buyer. At a later date, the seller either (i) purchases an
identical quantity of the same security previously sold by him so that he can
"cover" the sale and delivers the security to the lender or (ii) delivers the
security which he already held but did not desire to transfer at the earlier
date. A short sale is consummated, or closed, upon the seller's delivery of the
security to the lender. The seller's gain or loss will be measured by the
difference between the amount he received upon his short sale of the security
and the amount he paid for the security ultimately used to cover the sale. The
seller's gain/loss will be realized when the short sale is closed, not when the
seller sells short and is paid by the purchaser of the security. The Code
contains various provisions governing, among other things, the characterization
of short sale gain/loss as ordinary gain/ loss or capital gain/loss and the
treatment of short sale capital gain/loss as long-term gain/loss or short-term
gain/loss. The Special Fund will annually provide shareholders with a statement
concerning the appropriate characterization of any distributions of gains or
losses. Shareholders are therefore urged to consult their own tax advisers.
Shareholders may be subject to a $50 penalty under the Internal Revenue Code
and the Funds may be required to withhold and remit to the U.S. Treasury a
portion (31%) of any redemption or repurchase proceeds (including the value of
shares exchanged into another fund for whom the Adviser acts as Adviser) and of
any dividend or distribution on any account, where the shareholder failed to
provide a correct taxpayer identification number or to make certain required
certifications.
The foregoing relates only to federal income tax consequences for
shareholders who are U.S. citizens or corporations. Shareholders should consult
their own tax advisers regarding these matters, and regarding state, local, and
other applicable tax laws.
Each Fund will issue annually, in January, a full report to each shareholder
detailing the tax status of each distribution to the shareholder during the
calendar year. The Funds do not assume any responsibility for the calculation of
any taxable gain (or loss) from the purchase and sale of Fund shares, including
purchases made with reinvested dividends and/or capital gains. Every shareholder
should consult with their tax adviser concerning such calculations and tax
consequences.
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<PAGE>
Each Fund will be treated as a separate entity and thus the provisions of
the Code applicable to registered investment companies generally will be applied
to each fund separately instead of the Trust as a whole. Net capital gains, net
investment income and operating expenses will be determined separately for each
Fund.
--------------------------------------
OREGON TAX-FREE FUND
----------------------------------
The Oregon Tax-Free Fund intends to qualify under Subchapter M of the Code
each fiscal year to allow it to pay "exempt interest dividends" to its
shareholders. Shareholders receiving distributions properly designated by the
Oregon Tax-Free Fund as exempt interest dividends representing net tax-exempt
interest received on municipal securities will not be required to include such
distributions in their gross income for federal income tax purposes. However, a
portion of the interest dividends earned by the Oregon Tax-Free Fund may be
subject to the federal alternative minimum tax. Distributions representing net
taxable income of the Oregon Tax-Free Fund from sources other than municipal
securities, such as temporary investments and income from securities loans, or
capital gains, will be taxable to shareholders as ordinary income.
The Oregon Tax-Free Fund anticipates that distributions which represent
tax-exempt interest on municipal securities issued by the state of Oregon and
its political subdivisions, agencies, authorities and instrumentalities will not
be subject to the Oregon personal income tax. However, it is expected that other
types of income received from the Oregon Tax-Free Fund will be subject to the
Oregon personal income tax. The Oregon Tax-Free Fund anticipates that
corporations which are subject to the Oregon corporation excise tax will be
subject to that tax on all income from the Oregon Tax-Free Fund, including
income that is exempt from federal income taxes.
Shareholders of the Oregon Tax-Free Fund that are obligated to pay state or
local taxes outside Oregon may be required to pay such taxes on distributions
from the Oregon Tax-Free Fund, even if such distributions are exempt from
federal and Oregon income taxes.
Statements regarding the federal income tax status of each shareholder's
dividends and distributions will be mailed annually.
Interest on indebtedness incurred or continued by a shareholder to purchase
or carry shares of the Oregon Tax-Free Fund will not be deductible for federal
income tax purposes.
64
<PAGE>
------------------------------------------
APPENDIX A
----------------------------------
BOND RATING AGENCIES:
The following is a description of the bond ratings employed by Moody's
Investors Service, Inc. ("Moody's").
Aaa: Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or exceptionally stable margin, and
principal is secure. While the various protective elements are likely to change,
such changes as can be visualized are unlikely to impair the fundamentally
strong position of such issues.
Aa: Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as high-
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present that
make the long-term risks appear somewhat larger than in Aaa securities.
A: Bonds rated A possess many favorable investment attributes and are to
be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present that
suggest a susceptibility to impairment sometime in the future.
Baa: Bonds rated Baa are considered as medium-grade obligations (i.e., they
are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and, in
fact, have speculative characteristics as well.
Ba: Bonds rated Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.
B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
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<PAGE>
Ca: Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.
C: Bonds rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.
Moody's applies the numerical modifiers "1", "2", and "3" in each generic
rating classification from Aa through B. The modifier "1" indicates that the
security ranks in the higher end of its generic rating category; the modifier
"2" indicates a mid-range ranking; and the modifier "3" indicates that the issue
ranks in the lower end of its generic rating category.
The following is a description of the bond ratings employed by Standards &
Poor's Corporation ("S&P").
AAA: Bonds rated AAA are highest-grade obligations. Capacity to pay
interest and repay principal is extremely strong.
AA: Bonds rated AA have a very strong capacity to pay interest and repay
principal, and differ from the highest rated issues only in small degree.
A: Bonds rated A have a strong capacity to pay interest and repay
principal, although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in higher rated categories.
BB, B, CCC, CC, C: Debt rated BB, B, CCC, CC, and C is regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB indicates
the lowest degree of speculation and C the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.
BB: Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.
66
<PAGE>
B: Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
BB or BB-rating.
CCC: Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial, or economic conditions, it is not likely to have
the capacity to pay interest and repay principal. The CCC rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied B or B- rating.
CC: The rating CC is typically applied to debt subordinated to senior debt
that is assigned an actual or implied CCC rating.
C: The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating. The C rating may be
used to cover a situation where a bankruptcy petition has been filed, but debt
service payments are continued.
C1: The rating C1 is reserved for income bonds on which no interest is
being paid.
D: Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.
C: Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarding as having extremely poor prospects of ever attaining
any real investment standing.
The S&P letter rating may be modified by the addition of a plus (+) or minus
sign (-), which is used to show relative standing within rating categories
between AA to CCC.
From time to time a bond rating agency may adjust its rating of a particular
bond issue. Subsequent to a Fund's purchase of a bond, such a bond may have its
rating reduced (down graded) to a category not permitted to be owned by that
Fund, or it may cease to be rated. Neither case would require that a Fund
eliminate such a bond from its portfolio. However, the Fund's Adviser will
consider such an event in determining whether or not the Fund should continue to
hold such a security.
67
<PAGE>
------------------------------------------
APPENDIX B
----------------------------------
HEDGING INSTRUMENTS:
OPTIONS ON EQUITY AND DEBT SECURITIES--A call option is a short-term
contract pursuant to which the purchaser of the option, in return for a premium,
has the right to buy the security underlying the option at a specified price at
any time during the term of the option. The writer of the call option, who
receives the premium, has the obligation, upon exercise of the option during the
option term, to deliver the underlying security against payment of the exercise
price. A put option is a similar contract that gives its purchaser, in return
for a premium, the right to sell the underlying security at a specified price
during the option term. The writer of the put option, who receives the premium,
has the obligation, upon exercise of the option during the option term, to buy
the underlying security at the exercise price.
OPTIONS ON SECURITIES INDICES--A securities index assigns relative values to
the securities included in the index and fluctuates with changes in the market
values of those securities. An index option operates in the same way as a more
traditional stock option, except that exercise of an index option is effected
with cash payment and does not involve delivery of securities. Thus, upon
exercise of an index option, the purchase will realize, and the writer will pay,
an amount based on the difference between the exercise price and the closing
price of the index.
STOCK INDEX FUTURES CONTRACTS--A stock index futures contract is a bilateral
agreement pursuant to which one party agrees to accept, and the other party
agrees to make, delivery of an amount of cash equal to a specified dollar amount
times the difference between the stock index value at the close of trading of
the contract and the price at which the futures contract is originally struck.
No physical delivery of the stocks comprising the index is made. Generally,
contracts are closed out prior to the expiration date of the contract.
INTEREST RATE FUTURES CONTRACTS--Interest rate futures contracts are
bilateral agreements pursuant to which one party agrees to make, and the other
party agrees to accept, delivery of a specified type of debt security at a
specified future time and at a specified price. Although such futures contracts
by their terms call for actual delivery or acceptance of debt securities, in
most cases the contracts are closed out before the settlement date without the
making or taking of delivery.
OPTIONS ON FUTURES CONTRACTS--Options on futures contracts are similar to
options on securities or currency, except that an option on a futures contract
gives the purchaser the right, in return for the premium, to assume a position
in a futures contract (a long position if the option is a call and a short
position if
68
<PAGE>
the option is a put), rather than to purchase or sell a security or currency, at
a specified price at any time during the option term. Upon exercise of the
option, the delivery of the futures position to the holder of the option will be
accompanied by delivery of the accumulated balance that represents the amount by
which the market price of the futures contract exceeds, in the case of a call,
or is less than, in the case of a put, the exercise price of the option on the
future. The writer of an option, upon exercise, will assume a short position in
the case of a call and a long position in the case of a put.
Purchase of these financial instruments allows the Adviser to hedge against
changes in market conditions. For example, the Adviser may purchase a put option
in a securities index or when it believes that the stock prices will decline.
Conversely, the Adviser may purchase a call option in a securities index when it
anticipates that stock prices will increase.
69
<PAGE>
MAILING ADDRESS
CRABBE HUSON FUNDS
P.O. BOX 8413
BOSTON, MA 02266-8413
INVESTMENT ADVISER
THE CRABBE HUSON GROUP, INC.
121 S.W. MORRISON, SUITE 1400
PORTLAND, OR 97204
DISTRIBUTOR
CRABBE HUSON SECURITIES, INC.
121 S.W. MORRISON, SUITE 1400
PORTLAND, OR 97204
LEGAL COUNSEL
DAVIS WRIGHT TREMAINE
1300 S.W. FIFTH AVENUE, SUITE 2300
PORTLAND, OR 97201
INDEPENDENT AUDITORS
KPMG PEAT MARWICK LLP
1211 S.W. FIFTH AVENUE, SUITE 2000
PORTLAND, OR 97204
TRANSFER AGENT &
INVESTOR SERVICES
STATE STREET BANK AND TRUST COMPANY
P.O. BOX 8413
BOSTON, MA 02266-8413
FUND TRUSTEES
GARY L. CAPPS
JAMES E. CRABBE
RICHARD S. HUSON
LOUIS SCHERZER
BOB L. SMITH
CRAIG P. STUVLAND
RICHARD P. WOLLENBERG
WILLIAM W. WYATT, JR.
<PAGE>
CRABBE HUSON FUNDS
(Institutional Class)
Cross-Reference Sheet Showing Location in Prospectus and
Statement of Additional Information of
Information Required by Items of the Registration Form
<TABLE>
<CAPTION>
Form N-1A Item Number and Caption Location
- --------------------------------- --------
<S> <C> <C>
Part A
- ------
1 Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
2 Synopsis
2(a) Shareholder Transaction Expenses . . . . . . . . . . . . . . . . . . . . . Expense Data
2(b)+(c) Synopsis of Prospectus . . . . . . . . . . . . . . . . . . . Summary of Key Information
3 Condensed Financial Information
3(a) Per Share Income & Capital Changes . . . . . . . . . . . . . . . . . . . Not Applicable
3(b) Debt History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
3(c) Performance Data . . . . . . . . . . . . . . . . . . . . Performance Comparisons; Yield
4 General Description of Registrant
4(a)(i) Organization . . . . . . . . . Investment Objectives and Policies; Fundamental Policies
4(a)(ii) Investment Objectives and Policies . . . . . . . . Investment Objectives and Policies;
Fundamental Policies
4(b) Other Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
4(c) Risk Factors . . . . . . Characteristics, Risks of Securities and Investment Techniques
5 Management of the Fund
5(a) Board of Directors . . . . . . . . . . . . . . . . . . . . . . .Management of the Funds
5(b)(i) Investment Advisor . . . . . . . . . . . . . . . . . . . . . . .Management of the Funds
5(b)(ii) Services of Investment Advisor . . . . . . . . . . . . . . . . .Management of the Funds
<PAGE>
Form N-1A Item Number and Caption Location
- --------------------------------- --------
<S> <C> <C>
5(b)(iii) Compensation of Advisor . . . . . . . . . . . . . . . . . . . . Management of the Funds
5(c) Portfolio Manager(s) . . . . . . . . . . . . . . . . . . . . . .Management of the Funds
5(d) Other Management Services. . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
5(e) Transfer Agent, Dividend Paying Agent. . . . . . . . . . . . . .Management of the Funds
5(f) Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .Management of the Funds
5(g)(i) Brokerage Commissions. . . . . . . . . . . . . . . . . . . . . .Allocation of Brokerage
5(g)(ii) Allocation of Brokerage . . . . . . . . . . . . . . . . . . . . Allocation of Brokerage
5A Management's Discussion of Fund Performance. . . . . . . . . . . . . . . Not Applicable
6 Capital Stock and Other Securities
6(a) Rights and Restrictions. . . . . . . . . . . . . . . . . . . . . . . .Capital Structure
6(b) Control Persons. . . . . . . . . . . . . . . . . . . . . . . . . . . . .Control Persons
6(c) Changes in Rights of Holders . . . . . . . . . . . . . . . . . . . . .Capital Structure
6(d) Other Classes of Securities. . . . . . . . . . . . . . . . . . . . . . . Not Applicable
6(e) Shareholder Inquiries. . . . . . . . . . . . . . . . . . . . . . . . .Investor Services
6(f) Dividends and Distributions . . . . . . . . . . . . . . . . . . . . . Capital Structure
6(g) Taxes. . . . . . . . . . . . . . . . . . . . . . . . . .Dividends, Capital Gains, Taxes
7 Purchase of Securities Being Offered
7(a) Underwriter . . . . . . . . . . . . . . . . . . . . . . . . How to Purchase Your Shares
7(b) Determination of Offering Price. . . . . . . . . . . . . . . . . . . . .Net Asset Value
7(c) Special Plans. . . . . . . . . . . . . . . . . . . . . . . How to Purchase Your Shares;
Investor Services;
Special Services - Systematic Exchange
<PAGE>
Form N-1A Item Number and Caption Location
- --------------------------------- --------
<S> <C> <C>
7(d) Minimum Investment. . . . .Investor Services--Information You Need to Know to Purchase,
Redeem or Exchange Shares--Minimum Investment
7(e) Trail Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
7(f) 12b-1 Fees . . . . . . . . . . . Statement of Additional Information--Distribution Plan
8 Redemption or Repurchase
8(a) Redemption Procedures and Charges. . . . . . . . . . . . . . How to Redeem Your Shares;
How to Exchange Your Shares;
Redemption or Exchange by Telephone
8(b) Repurchase through Broker-Dealer . . . . . . . . . . . . . . . How to Sell Your Shares;
How to Exchange Your Shares
8(c) Involuntary Redemption . . . . . . . . . . Special Situations--Involuntary Conversion;
Involuntary Redemption
8(d) Delay of Redemption . . . . . . . . . . . . . . . . . . . . . How to Redeem Your Shares
9 Pending Legal Proceeding . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Part B
- ------
10 Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
11 Table of Contents. . . . . . . . . . . . . . . . . . . . . . . . . . .Table of Contents
12 General Information and History. . . . . . . . . . . . . . . . . . .General Information
13 Investment Objectives and Policies . . Prospectus - Investment Objectives and Policies;
Fundamental Policies;
Statement of Additional Information - Investment Restrictions
13(a) Description. . . . . . . . . . . . . . Prospectus - Investment Objectives and Policies;
Fundamental Policies;
Statement of Additional Information - Investment Restrictions
13(b) Fundamental Policies . . . . . . . . . . . . . . . . . . . . . Investment Restrictions;
Loans of Portfolio Securities
<PAGE>
Form N-1A Item Number and Caption Location
- --------------------------------- --------
<S> <C> <C>
13(c) Significant Policies . . . . . . . . . Prospectus - Investment Objectives and Policies;
Fundamental Policies
13(d) Portfolio Turnover . . . . . . . . . . . . .Portfolio Transactions - Portfolio Turnover
14 Management of the Fund
14(a) Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . Management
14(b) Positions with Affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . Management
14(c) Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management
15 Control Persons and Principal Holders of Securities
15(a) Names and Addresses of Control Persons . . . . . . . . . . . . . . .Control Persons and
Principal Holders of Securities
15(b) Ownership of Fund. . . . . . . . . . . . . . . . . . . . . . . . . .Control Persons and
Principal Holders of Securities
15(c) Stock Holdings of Officers and Directors . . . . . . . . . . . . . .Control Persons and
Principal Holders of Securities
16 Investment Advisory and Other Services . . . . . .Prospectus - Management of the Funds;
Statement of Additional Information - Services Provided by the Advisor
16(a)(i) Control Persons of the Advisor . . . . . . . . . .Prospectus - Management of the Funds;
Statement of Additional Information - Services Provided by the Advisor
16(a)(ii) Affiliates of Registrant and Advisor . . . . . . .Prospectus - Management of the Funds;
Statement of Additional Information - Services Provided by the Advisor
16(a)(iii) Advisory Fee . . . . . . . . . . . . . . . . . . .Prospectus - Management of the Funds;
Statement of Additional Information - Services Provided by the Advisor
16(b) Services of Advisor . . . . . . . . . . . . . . . . . .Services Provided by the Advisor
16(c) Fees and Expenses. . . . . . . . . . . . . . . . . . . Services Provided by the Advisor
16(d) Other Management-Related Contracts . . . . . . . . . . . . . . .Administration Contract
16(e) Other Persons Furnishing Advice for Compensation . . . . . . . . . . . . Not Applicable
<PAGE>
Form N-1A Item Number and Caption Location
- --------------------------------- --------
<S> <C> <C>
16(f) Expenses of Distribution of Shares
Borne by Registrant . . . . . . . . . . . . . . . . .Services Provided by the Advisor;
Distribution Plan
16(g) Nonbank or Nontrust Custodial Services . . . . . . . . . . . . . . . . .Not Applicable
16(h) Custodian; Independent Public Accountant;
Transfer Agent . . . . . . . . . . . . . . . . . .Auditors; Custodian, Transfer Agent,
and Dividend - Disbursing Agent
17 Brokerage and other Allocations
17(a) Effecting Transactions in Portfolio Securities . . . . . . . . .Portfolio Transactions
17(b) Payments of Commissions to Affiliates . . . . . . . . . . . . . . . . . Not Applicable
17(c) Selection of Brokers . . . . . . . . . . . . . . . . . . . . . .Portfolio Transactions
17(d) Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
17(e) Acquisition of Broker's Securities . . . . . . . . . . . . . . . . . . .Not Applicable
18 Capital Stock and Other Securities
18(a) Right of Each Class of Stock . . . . . . . . . . . . . . . . . . . General Information
18(b) Securities Other than Capital Stock. . . . . . . . . . . . . . . . . . .Not Applicable
18(f) Exemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
19 Purchase, Redemption and Pricing of Securities Being Offered
19(a) Manner of Offering . . . . . . . . . . . . . . .Purchase and Redemption of Fund Shares
19(b) Valuation of Securities and Assets . . . . . . . . . . . . . . . Pricing of Securities
Being Offered
19(c)
20 Tax Status . . . . . . . . . . . . . . . .Prospectus - Dividends, Capital Gains, Taxes
21 Underwriters
<PAGE>
Form N-1A Item Number and Caption Location
- --------------------------------- --------
<S> <C> <C>
21(a)(i) Nature of Underwriting Obligation . . . . . . Prospectus - How to Purchase Your Shares
21(a)(ii) Continuous Offering . . . . . . . . . . . . . Prospectus - How to Purchase Your Shares
21(a)(iii) Prior Compensation of Underwriter . . . . . . . . . . . . . . . . . . . Not Applicable
21(b) Compensation to Affiliated Underwriters. . . . . . . . . . . . . . . . Not Applicable
21(c) Other Payments to Underwriters and Dealers . . . . . . . . . . . . . . Not Applicable
22 Calculation of Performance Data
22(a) Money Market Funds . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
22(b)(i) Total Return . . . . . . . . . . . . . . . . . . . . . . . . . . Yield and Performance
22(b)(ii) Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Yield and performance
22(b)(iii) Tax Equivalent Yield . . . . . . . . . . . . . . . . . . . . . . Yield and Performance
23 Financial Statements . . . . . . . . . . . . . . . . . . . . . . .Financial Statements
</TABLE>
<PAGE>
[logo]
CRABBE HUSON FUNDS
PROSPECTUS
MARCH 1, 1997
CRABBE HUSON
SMALL CAP FUND - INSTITUTIONAL CLASS
----------------------------------------------------
CRABBE HUSON
ASSET ALLOCATION FUND - INSTITUTIONAL CLASS
----------------------------------------------------
CRABBE HUSON
EQUITY FUND - INSTITUTIONAL CLASS
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUNDS OR THEIR
DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUNDS OR BY
THEIR DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE
MADE.
------------------------------------------------
TABLE OF CONTENTS
----------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
Summary of Key Information................................................... 4
Expense Data................................................................. 5
Financial Highlights......................................................... 7
Investment Objective and Policies............................................ 10
Fundamental Policies......................................................... 12
Characteristics, Risks of Securities and Investment Techniques............... 14
Management of the Funds...................................................... 22
Net Asset Value.............................................................. 24
Performance Comparisons...................................................... 24
Allocation of Brokerage...................................................... 26
Capital Structure............................................................ 26
Yield........................................................................ 27
Investor Services............................................................ 28
How to Purchase Your Shares.................................................. 29
How to Redeem Your Shares.................................................... 31
How to Exchange Your Shares.................................................. 33
What You Should Know About Telephone Trasnsactions........................... 34
When Transactions are Recorded in Your Account............................... 35
Statements................................................................... 35
Special Situations........................................................... 35
Special Services............................................................. 36
Dividends, Capital Gains, Taxes.............................................. 36
Appendix A................................................................... 38
Appendix B................................................................... 41
</TABLE>
2
<PAGE>
------------------------------------------
PROSPECTUS
MARCH 1, 1997
--------------------------------------
Shares of the Institutional Class of the following three mutual funds
(individually, a "Fund" and, collectively, the "Funds") are offered in this
Prospectus:
- CRABBE HUSON SMALL CAP FUND
- CRABBE HUSON EQUITY FUND
- CRABBE HUSON ASSET ALLOCATION FUND
Each Fund's shares offered in this Prospectus are sold at net asset value
with no sales load.
This Prospectus concisely sets forth information about the Funds an investor
ought to know, and should be retained for future reference. A Statement of
Additional Information dated March 1, 1997 has been filed with the Securities
and Exchange Commission (the "SEC"). It may be obtained free of charge by
calling (800) 541-9732. Additionally, the SEC maintains a web site (http://
www.sec.gov) that contains the Statement of Additional Information material
incorporated by reference in the Prospectus, and other information regarding the
Funds which may be of interest to an investor. The Statement of Additional
Information, as it may be supplemented from time to time, is incorporated by
reference in this Prospectus. Each Fund has its own investment objectives and
policies designed to meet different investment goals. As is the case for all
mutual funds, attainment of each Fund's investment objective cannot be assured.
SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY FINANCIAL INSTITUTION, AND THE SHARES ARE NOT FEDERALLY INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER AGENCY.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
A COPY OF THIS PROSPECTUS MUST BE DELIVERED TO RESIDENTS OF CERTAIN STATES PRIOR
TO CONSUMMATION OF A SALE OF SHARES IN THE FUND.
3
<PAGE>
------------------------------------------
SUMMARY OF KEY INFORMATION
----------------------------------
The information below is qualified in its entirety by the detailed
information appearing elsewhere in this Prospectus and in the Funds' Statement
of Additional Information.
CRABBE HUSON SMALL CAP FUND
(the "Small Cap Fund") seeks to provide long-term capital appreciation. It
pursues this objective through a flexible policy of investing in a diversified
portfolio of carefully selected stocks that have small market capitalization.
CRABBE HUSON EQUITY FUND
(the "Equity Fund") seeks to provide long-term capital appreciation. It pursues
this objective by investing in a diversified portfolio of common stocks which
are widely and actively traded and that have large market capitalizations.
CRABBE HUSON ASSET ALLOCATION FUND
(the "Asset Allocation Fund") seeks preservation of capital, capital
appreciation and income. It pursues these objectives by investing in stocks,
fixed income securities, and cash and cash equivalents.
Each of the Funds is a separate series of the Crabbe Huson Funds, a Delaware
business trust operating as an open-end management investment company. Each fund
operates as a diversified fund. The Funds are managed by The Crabbe Huson Group,
Inc. (the "Adviser").
Shares of the Funds may be purchased directly from the Funds by investors
such as pension and profit sharing plans, employee benefit trusts, endowments,
foundations, corporations and high net worth individuals, or through certain
broker-dealers, financial institutions, and other financial intermediaries who
have entered into agreements with the Fund (collectively, "Financial
Intermediaries"). For information about how to purchase, redeem or exchange
shares of the Funds, see "INVESTOR SERVICES" in this Prospectus.
The Institutional Class of shares of each Fund is offered pursuant to this
Prospectus. Each of the Funds offer or intend to offer additional classes of
shares to investors eligible to purchase those shares, including shares of a
Primary Class, currently offered by each Fund. Each class of shares has or will
have different fees and expenses than the class of shares offered by this
Prospectus and those different fees and expenses may affect performance. To
obtain information concerning the other class of shares not offered in this
Prospectus, call (800) 541-9732 or contact your Financial Intermediary.
4
<PAGE>
Because the Funds have the same adviser, officers and trustees and have
similar investment privileges, the Funds believe you will find this combined
Prospectus useful and informative in understanding the important features of the
Funds and their similarities and differences. Although each Fund is offering
only its own shares and is not participating in the sale of the shares of the
other Funds, it is possible that a Fund might become liable for any
misstatement, inaccuracy or incomplete disclosure in the Prospectus concerning
the Funds.
Each of the Funds is subject to the risks of investments in common stock,
principally that the prices of stocks can fluctuate dramatically in response to
company, market, or economic news. The Equity and Asset Allocation Funds
historically have had turnover rates in their portfolios in excess of 75% per
year, resulting in potentially higher brokerage costs and the potential loss of
advantageous long-term capital gain treatment for tax purposes. See "Taxes" and
"Allocation of Brokerage." In addition, each of the Funds may invest up to 35%
of its total assets in securities issued by foreign issuers. The Small Cap Fund
has a limited operating history. For additional information about specific risk
factors associated with an investment in each of the Funds, see "CHARACTERISTICS
AND RISKS OF SECURITIES AND INVESTMENT TECHNIQUES."
--------------------------------------
EXPENSE DATA
----------------------------------
The following information is provided in order to help you understand the
various costs and expenses that you as an investor in the Funds, will bear,
directly or indirectly.
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases.................... NONE
Maximum Sales Load Imposed on Reinvested Dividends......... NONE
Deferred Sales Load........................................ NONE
Redemption Fees............................................ NONE
Exchange Fees.............................................. NONE
</TABLE>
ANNUAL FUND OPERATING EXPENSES(1)
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
ASSET
SMALL CAP EQUITY ALLOCATION
FUND(1) FUND FUND
<S> <C> <C> <C>
---------------------------------
Management Fees (after waiver)(2)................ .17% .88% .96%
12b(1) Fees...................................... none none none
Other Expenses (after reimbursement)............. .83% .12% .04%
TOTAL FUND OPERATING EXPENSES
(AFTER REIMBURSEMENT OR WAIVER)(3)............. 1.00% 1.00% 1.00%
</TABLE>
5
<PAGE>
EXAMPLE ---------------------------------------------------------------------
Assuming, hypothetically, that each Fund's annual return is 5% and that its
operating expenses are as set forth above, an investor buying $1,000 of a Fund's
shares would have paid the following total expenses upon redeeming such shares
at the end of the indicated period:(4)
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
--------------------------------------------------
Small Cap Fund.................................. $ 10 $ 32 $ 55 $ 122
Equity Fund..................................... 10 32 55 122
Asset Allocation Fund........................... 10 32 55 122
</TABLE>
The purpose of the above table is to assist the investor in understanding
the various costs and expenses that an investor in the Funds will bear directly
or indirectly. Certain broker dealers, financial institutions and financial
advisers also may charge their clients fees in connection with investment in the
Funds, which fees are not reflected in the above table.
(1) The expenses specified in the Expense Data table above are based upon
actual expenses incurred by each Fund for the Fiscal Period ended October
31, 1996 other than percentages as set forth in the table under the caption
"Other Expenses" have been estimated based upon the expected asset levels
and the amount of expenses to be incurred during the current fiscal period
ending October 31, 1997.
(2) Reflects a waiver of fees by the Adviser of $55,021; $2,054 and $410 by the
Small Cap Fund, Equity Fund and Asset Allocation Fund, respectively. If the
waivers had not been made, these percentages would have been 1.00%, .88%
and .96%.
(3) The Adviser waived its Management Fee and/or reimbursed the Fund's expenses
to the extent Total Fund Operating Expenses exceeded 1.00% for each of the
Funds. If the waivers and/or reimbursements had not been made Total Fund
Operating Expenses would have been 3.55% for the Small Cap Fund, 1.58% for
the Equity Fund and 2.00% for the Asset Allocation Fund. For the fiscal
year ending October 31, 1997, the Adviser has agreed to waive its
Management Fee or reimburse "Other Expenses" of each Fund to the extent
Total Fund Operating Expenses exceed 1.00%. Under this arrangement, the
Adviser will either waive its Management Fee or reimburse "Other Expenses"
in order to limit the Total Fund Operating Expenses of each Fund to 1.00%
of the Fund's average daily net assets.
(4) THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
FUND EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN
THOSE SHOWN. MOREOVER, WHILE THE TABLE ASSUMES A 5% ANNUAL RETURN, THE
FUNDS' ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESSER THAN 5%.
6
<PAGE>
CRABBE HUSON EQUITY FUND - INSTITUTIONAL CLASS
FINANCIAL HIGHLIGHTS
The following information has been audited by KPMG Peat Marwick LLP,
independent auditors, whose report dated December 10, 1996 appears in the Funds'
Statement of Additional Information. Calculations are based on a share
outstanding during the period. Further information about the performance of the
Funds is contained in the Funds' Annual Report, dated October 31, 1996, copies
of which may be obtained free of charge by calling (800) 541-9732.
<TABLE>
<CAPTION>
PERIOD ENDED
10/31/96(a)
<S> <C>
----------------
NET ASSET VALUE, BEGINNING OF PERIOD......... $19.82
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................ 0.00
Net Realized & Unrealized Gain (Loss) on
Investments................................. (0.31)
----------------
Total from Investment Operations......... (0.31 )
LESS DISTRIBUTIONS
Distributions from Net Investment Income..... 0.00
Distributions in excess of Net Investment
Income...................................... 0.00
Distributions from Capital Gains............. 0.00
----------------
Total Distributions...................... 0.00
NET ASSET VALUE, END OF PERIOD............... $19.51
TOTAL RETURN................................. (1.56 )%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)............ $4,415
Ratio of Expenses to Average Net Assets...... 1.00% (b)(c)
Ratio of Net Investment Income to Average Net
Assets...................................... 0.15% (c)
Portfolio Turnover Rate...................... 117.00%
Average Commission Rate...................... $0.0530 (d)
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets...... 1.58% (b)(c)
Ratio of Net Investment Income to Average Net
Assets...................................... (0.43 )% (c)
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets...... 1.00% (c)
Ratio of Net Investment Income to Average Net
Assets...................................... 0.15% (c)
</TABLE>
- -------------------
(a) Commencement of operations -- 10/3/96.
(b) Ratios include expenses paid indirectly through directed brokerage and
certain expense offset arrangements.
(c) Computed on an annualized basis.
(d) Disclosure of the average commission rates paid relates to the
purchase and sale of investment securities and is required for funds
that invest greater than 10% of average net assets in equity
transactions. This disclosure is required for fiscal periods beginning
on or after September 1, 1995.
(e) Commencement of operations -- 10/28/96.
(f) Commencement of operations -- 10/10/96.
<PAGE>
CRABBE HUSON ASSET ALLOCATION FUND - INSTITUTIONAL CLASS
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
PERIOD ENDED
10/31/96(e)
<S> <C>
----------------
NET ASSET VALUE, BEGINNING OF PERIOD......... $13.38
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................ 0.01
Net Realized & Unrealized Gain (Loss) on
Investments................................. 0.08
----------------
Total from Investment Operations......... 0.09
LESS DISTRIBUTIONS
Distributions from Net Investment Income..... 0.01
Distributions in excess of Net Investment
Income...................................... 0.07
Distributions from Capital Gains............. 0.00
----------------
Total Distributions...................... 0.08
NET ASSET VALUE, END OF PERIOD............... $13.39
TOTAL RETURN................................. 0.59%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)............ $2,526
Ratio of Expenses to Average Net Assets...... 1.00% (b)(c)
Ratio of Net Investment Income to Average Net
Assets...................................... 2.87% (c)
Portfolio Turnover Rate...................... 252.29%
Average Commission Rate...................... $0.0536 (d)
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets...... 2.00% (b)(c)
Ratio of Net Investment Income to Average Net
Assets...................................... 1.87% (c)
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets...... 1.00% (c)
Ratio of Net Investment Income to Average Net
Assets...................................... 2.87% (c)
</TABLE>
See footnotes on page 7.
<PAGE>
CRABBE HUSON SMALL CAP FUND - INSTITUTIONAL CLASS
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
PERIOD ENDED
10/31/96(f)
<S> <C>
----------------
NET ASSET VALUE, BEGINNING OF PERIOD......... $11.05
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................ 0.00
Net Realized & Unrealized Gain (Loss) on
Investments................................. (0.04)
----------------
Total from Investment Operations......... (0.04 )
LESS DISTRIBUTIONS
Distributions from Net Investment Income..... 0.00
Distributions in excess of Net Investment
Income...................................... 0.00
Distributions from Capital Gains............. 0.00
----------------
Total Distributions...................... 0.00
NET ASSET VALUE, END OF PERIOD............... $11.01
TOTAL RETURN................................. (0.36 )%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's)............ $1,514
Ratio of Expenses to Average Net Assets...... 1.00% (b)(c)
Ratio of Net Investment Income to Average Net
Assets...................................... (0.43 )% (c)
Portfolio Turnover Rate...................... 39.34%
Average Commission Rate...................... $0.0275 (d)
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets...... 3.55% (b)(c)
Ratio of Net Investment Income to Average Net
Assets...................................... (2.98 )% (c)
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets...... 1.00% (c)
Ratio of Net Investment Income to Average Net
Assets...................................... (0.43 )% (c)
</TABLE>
See footnotes on page 7.
<PAGE>
------------------------------------------
INVESTMENT OBJECTIVE AND POLICIES
----------------------------------
Each Fund's investment objective is discussed below in connection with the
Fund's investment policies. The descriptions are designed to help you choose the
Fund that best fits your investment objective. You may want to pursue more than
one objective by investing in more than one of the Funds. Because of the risks
inherent in all investments, there can be no assurance that the Funds will meet
their objectives.
Each Fund follows a basic value, contrarian approach in selecting stocks for
its portfolio. The Funds put primary emphasis on balance sheet and cash flow
analysis and on the relationship between the market price of a security and its
value as a share of an ongoing business. These investments represent "special"
situations or opportunities that arise when companies, whose long-term financial
structure is intact, run into short-term difficulties that present an
opportunity to buy these companies' stocks at substantial discounts. The Funds'
basic value approach is based on the Adviser's belief that the securities of
many companies often sell at a discount from the securities' estimated
theoretical (intrinsic) value. The Funds attempt to identify and invest in such
undervalued securities, anticipating that capital appreciation will be realized
as the securities' prices rise to their estimated intrinsic value. This
approach, while not unique, contrasts with certain other methods of investment
analysis, which rely upon market timing, technical analysis, earnings forecasts,
or economic predictions.
CRABBE HUSON SMALL CAP FUND seeks to provide its investors long-term growth
of capital by investing in a diversified portfolio of selected domestic and
foreign securities. The Fund will invest principally in common stocks and,
secondarily, preferred stocks and bonds. The production of current income is
secondary to the primary objective. The Fund seeks to invest up to 100%, and
under normal conditions at least 65%, of its total assets in securities of
companies that have small market capitalization (under $1,000,000,000).
The Adviser believes that common stock will generally, over the long-term,
offer the greatest potential for capital appreciation and preservation of
purchasing power. Investments in small growth companies may involve greater
risks and volatility than more traditional equity investments due to some of
these companies potentially having limited product lines, reduced market
liquidity for the trading of their shares and less depth in management than more
established companies. For this reason, the Small Cap Fund is not intended as a
complete investment vehicle, but rather as an investment for persons who are in
a financial position to assume above average risk and share price volatility
over time. The Small Cap Fund may be appropriate only for investors who have a
longer
10
<PAGE>
term investment horizon or perspective. For a further description of the risks
associated with an investment in the Fund, see "CHARACTERISTICS AND RISKS OF
SECURITIES AND INVESTMENT TECHNIQUES."
CRABBE HUSON EQUITY FUND seeks long-term capital appreciation. The Fund will
seek to achieve this objective by investing in a carefully chosen portfolio
consisting primarily of common stock. It will focus its investments in widely
and actively traded stocks with medium (from $1,000,000,000 to $3,000,000,000)
and large market capitalizations (in excess of $3,000,000,000).
Under normal market conditions, the Fund intends to have at least 65% of its
total assets invested in common stock. The Fund will purchase and hold for
investment common stock, and may also purchase convertible and nonconvertible
preferred stocks and bonds or debentures. The Fund may invest up to 35% of its
total assets in foreign securities. Although the Fund intends to adapt to
changing market conditions, the Adviser believes that common stock will
generally, over the long-term, offer the greatest potential for capital
appreciation. Therefore, the Fund may be appropriate for investors who have a
longer term investment horizon or perspective.
CRABBE HUSON ASSET ALLOCATION FUND seeks to provide for its shareholders
preservation of capital, capital appreciation and income. The Fund seeks to
achieve these objectives by a flexible policy of investing in a select portfolio
of common stocks, fixed income securities, cash or cash equivalents. Depending
upon economic and market conditions, the Fund may invest as little as 20%, or as
much as 75%, of its entire portfolio in common stocks. The Adviser will purchase
common stocks which, in its opinion, have the greatest potential for capital
appreciation. The remaining portion of the portfolio will be invested in fixed
income securities, cash or cash equivalents. The fixed income securities that
the Fund will invest in consist of corporate debt securities (bonds, debentures
and notes), asset-backed securities, bank obligations, collateralized bonds,
loan and mortgage obligations, commercial paper, preferred stocks, repurchase
agreements, savings and loan obligations and U.S. Government and agency
obligations. There are no limitations on the average maturity of the Fund's
portfolio of fixed income securities. Securities will be selected on the basis
of the Adviser's assessment of interest rate trends and the liquidity of various
instruments under prevailing market conditions. For a discussion of the ratings
of the fixed income securities to be held by the Fund see "CHARACTERISTICS AND
RISKS OF SECURITIES AND INVESTMENT TECHNIQUES."
Many factors will be considered in determining what portion of the portfolio
will be invested in stocks, fixed income securities, or cash and cash
equivalents. The Adviser will constantly monitor and adjust its weighting of
investments in any particular area to adapt to changing market and economic
conditions. Since its inception, the Fund has generally invested its net assets
45% to 55% in fixed income securities, 25% to 55% in common stocks, and 5%
11
<PAGE>
to 30% in cash, cash equivalents or other money market instruments. Furthermore,
the Fund may take advantage of opportunities to earn short-term profits if the
Adviser believes that such a strategy will benefit the Fund's overall objective
in light of the increased tax and brokerage expenses associated with such a
strategy.
--------------------------------------
FUNDAMENTAL POLICIES
----------------------------------
Unless set forth below as a "Fundamental Policy," each Fund's investment
policies, including its investment objective discussed previously, may be
changed without shareholder approval. A Fundamental Policy may not be changed
without a vote of the holders of "a majority of the outstanding voting
securities" of the Fund, as such term is defined in the 1940 Act. For further
discussion concerning these Fundamental Policies, see "INVESTMENT RESTRICTIONS"
in the Statement of Additional Information.
ISSUER AND INDUSTRY RESTRICTIONS. Each Fund's investment restrictions
include a prohibition on investing more than 5% of its total assets (at the time
of the purchase) in the securities of any one issuer. This policy, however, does
not include investments in U.S. Government securities.
BORROWING RESTRICTIONS. Each Fund may borrow up to one-third of the value
of its total assets, although the Equity Fund and the Asset Allocation Fund may
only borrow in the case of an emergency. If, for any reason, the current value
of a Fund's total assets falls below an amount equal to three times the amount
of its indebtedness from money borrowed, the Fund will, within three days (not
including Saturdays, Sundays and holidays), reduce its indebtedness to the
extent necessary to satisfy the one-third test. Further, the Equity Fund and the
Asset Allocation Fund are both prohibited from purchasing securities when the
Fund's total borrowings exceed 5% of its total assets.
FIXED INCOME SECURITIES. Each Fund may each invest up to 20% of its total
assets in fixed income securities that are either unrated or are rated less than
Baa by Moody's or BBB by S&P, or in commercial paper that is rated less than B-1
by Moody's or A- by S&P. However, not more than 5% of the Fund's total assets
may be invested in fixed income securities that are unrated (including
convertible stock). See "CHARACTERISTICS AND RISKS OF SECURITIES AND INVESTMENT
TECHNIQUES" for a discussion concerning the purchase of below investment grade
securities.
ILLIQUID SECURITIES. Both the Equity and Asset Allocation Fund may not
invest more than 10% of their net assets in illiquid securities. The Small Cap
Fund may invest no more than 5% of its total assets in a combination of illiquid
securities and/or securities of issuers, including their predecessors, which
have
12
<PAGE>
been in existence less than three years. The following securities in which a
Fund may invest will be considered illiquid: (1) repurchase agreements maturing
in more than seven days; (2) restricted securities (securities whose public
resale is subject to legal restrictions); and (3) any other securities in which
a Fund may invest that are not readily marketable. The Board of Trustees may
adopt guidelines and delegate to the Adviser the daily function of determining
and monitoring the liquidity of securities. The Board, however, will retain
sufficient oversight and be ultimately responsible for the determinations. In
determining whether a security is liquid, the Board shall consider whether the
security can be disposed of promptly in the ordinary course of business at a
value reasonably close to that used in the calculation of the net asset value
per share.
Securities eligible for resale to certain institutional investors pursuant
to Rule 144A of the Securities Act of 1933 shall not be considered illiquid.
Since it is not possible to predict with assurance how the market for restricted
securities sold and offered under Rule 144A will develop, the Board will
carefully monitor a Fund's investments in these securities, focusing on such
important factors, among others, as valuation, liquidity, and availability of
information. This practice could have the effect of increasing the level of
illiquidity in a Fund to the extent that qualified institutional buyers become
for a time uninterested in purchasing these restricted securities.
OPTIONS AND FUTURES TRANSACTIONS. Each of the Funds may invest up to 10% of
its total assets in both put or call options and futures contracts.
INVESTMENT IN ISSUERS OF WHICH SHAREHOLDERS AND TRUSTEES OWN SHARES. The
Small Cap Fund may not invest in securities of issuers of which the officers and
trustees of the Fund, as a group, own beneficially more than five percent of the
securities of that issuer.
OTHER INVESTMENT COMPANIES. Each of the Funds may invest in the securities
of other registered investment companies under the circumstances described under
"SECURITIES OF OTHER INVESTMENT COMPANIES" in the Statement of Additional
Information, and to the extent permitted under Section 12 of the 1940 Act.
Currently, no more than 10% of the total assets of a Fund may be so invested, no
more than 5% of total assets of a Fund may be invested in the securities of any
other single investment company, and no more than 3% of the total outstanding
voting stock of an investment company may be purchased. Investments in the
securities of other registered investment companies are or may be subject to
duplicate expenses resulting from the management of the portfolio investment
company as well as those of the Fund.
FOREIGN SECURITIES. Each of the Funds may invest up to 35% of its total
assets in foreign securities, which may or may not be traded on an exchange.
13
<PAGE>
--------------------------------------
CHARACTERISTICS, RISKS OF SECURITIES AND
INVESTMENT TECHNIQUES
----------------------------------
The following describes in greater detail different types of securities and
investment techniques used by the Funds, and discusses certain concepts relevant
to the investment policies of the Funds. Additional information about the Funds'
investments and investment practices may be found in the Statement of Additional
Information.
FOREIGN SECURITIES. Each of the Funds may invest up to 35% of its total
assets in foreign securities, which may or may not be traded on an exchange. The
Funds may purchase securities issued by issuers in any country. Securities of
foreign companies are frequently denominated in foreign currencies, and the
Funds may temporarily hold uninvested reserves in bank deposits in foreign
currencies. As a result, the Funds will be affected favorably or unfavorably by
changes in currency rates and in exchange control regulations, and they may
incur expenses in connection with conversion between various currencies. Subject
to its investment restrictions, the Funds may invest in other investment
companies that invest in foreign securities.
Foreign securities may be subject to foreign government taxes that would
reduce the income yield on such securities. Certain foreign governments levy
withholding taxes against dividend and interest income. Although in some
countries a portion of these taxes is recoverable, the non-recovered portion of
any foreign withholding taxes would reduce the income a Fund received from any
foreign investments.
Foreign investments involve certain risks, such as political or economic
instability of the issuer or of the country of the issuer, difficulty of
predicting international trade patterns, and the possibility of imposition of
exchange controls. Such securities may also be subject to greater fluctuations
in price than securities of domestic corporations or of the United States
government. In addition, the net asset value of a Fund is determined and shares
of a Fund can be redeemed only on days during which securities are traded on the
New York Stock Exchange ("NYSE"). However, foreign securities held by a Fund may
be traded on Saturdays or other holidays when the NYSE is closed. Accordingly,
the net asset value of a Fund may be significantly affected on days when an
investor has no access to the Fund.
In addition, there may be less publicly available information about a
foreign company than about a domestic company. Foreign companies generally are
not subject to uniform accounting, auditing and financial reporting standards
comparable to those applicable to domestic companies. There is generally less
14
<PAGE>
government regulation of stock exchanges, brokers and listed companies abroad
than in the United States, and the absence of negotiated brokerage commissions
in certain countries may result in higher brokerage fees. With respect to
certain foreign countries, there is a possibility of expropriation,
nationalization, or confiscatory taxation, which could affect investment in
those countries.
Each of the Funds may invest a portion of its assets in developing countries
or in countries with new or developing capital markets, such as countries in
Eastern Europe and the Pacific Rim. The considerations noted above regarding the
risks of investing in foreign securities are generally more significant for
these investments. These countries may have relatively unstable governments and
securities markets in which only a small number of securities trade. Markets of
developing countries may be more volatile than markets of developed countries.
Investments in these markets may involve significantly greater risks, as well as
the potential for greater gains.
PUT, CALL OPTIONS, FUTURES CONTRACTS. Each of the Funds may use options and
futures contracts to attempt to enhance income, and to reduce the overall risk
of its investments ("hedge"). These instruments are commonly referred to as
"derivative instruments" due to the fact that their value is derived from or
related to the value of some other instrument or asset. Each Fund's ability to
use these strategies may be limited by market conditions, regulatory limits, and
tax considerations. Appendix B to this prospectus describes the instruments that
the Funds may use and the way the Funds may use the instruments for hedging
purposes.
Each of the Funds may invest up to 10% of its total assets in premiums on
put and call options, both exchange-traded and over-the-counter and write call
options on securities the Fund owns or has a right to acquire. Each of these
Funds may also purchase options on securities indices, foreign currencies, and
futures contracts. Besides exercising its option or permitting the option to
expire, prior to expiration of the option, a Fund may sell the option in a
closing transaction. The Funds may only write call options that are covered. A
call option is covered if written on a security a Fund already owns.
Each of the Funds may invest in interest futures contracts and may invest in
stock index futures provided that the aggregate initial margin of all futures
contracts in which the Fund invests shall not exceed 10% of the total assets of
the Fund after taking into account unrealized profits and unrealized losses on
any such transactions it has entered into. Upon entering into a futures
contract, the Fund will set aside liquid assets, such as cash, U.S. Government
securities, or other high grade debt obligations in a segregated account with
the Fund's custodian to secure its potential obligation under such contract.
The principal risks of options and futures transactions are: (a) imperfect
correlation between movements in the prices of options or futures contracts and
15
<PAGE>
movements in the prices of the securities hedged or used for cover; (b) lack of
assurance that a liquid secondary market will exist for any particular option or
futures contract at any particular time; (c) the need for additional skills and
techniques beyond those required for normal portfolio management; (d) losses on
futures contracts, which may be unlimited, from market movements not anticipated
by the Adviser; (e) possible need to defer closing out certain options or future
contracts in order to continue to qualify for beneficial tax treatment afforded
"regulated investment companies" under the Internal Revenue Code of 1986, as
amended (the "Code"). For a further discussion of Put, Call Options and Futures
contract, see the Statement of Additional Information "Special Investment
Risks."
FIXED INCOME SECURITIES. Each Fund may invest up to 20% of its total assets
in fixed income securities, including convertible securities, that are either
unrated or rated below the fourth highest category by Moody's or S&P, although
not more than 5% of the Fund's total assets may be invested in fixed income
securities that are unrated. Such high-yielding, lower-rated securities are
commonly referred to as "junk bonds." Such securities are predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal. Investment in such securities normally involves a greater degree of
investment and credit risk than does investment in a high-rated security. In
addition, the market for such securities is usually less broad than the market
for higher-rated securities, which could affect their marketability. The market
prices of such securities may fluctuate more than the market prices of
higher-rated securities in response to changes in interest rates and economic
conditions. Moreover, with such securities, there is a greater possibility that
an adverse change in the financial condition of the issuer, particularly a
highly leveraged issuer, may affect its ability to make payments of principal
and interest.
INVESTMENT IN REITS. Each Fund may invest in real estate investment trusts
("REITs"). Such investment may not exceed 25% of a Fund's total assets. REITs
are pooled investment vehicles that invest primarily in income producing real
estate or real estate related loans or interests. REITs are generally classified
as equity REITs, mortgage REITs or a combination of equity and mortgage REITs.
Equity REITs invest the majority of their assets directly in real property and
derive income primarily from the collection of rents. Equity REITs can also
realize capital gains by selling properties that have appreciated in value.
Mortgage REITs invest the majority of their assets in real estate mortgages and
derive income from the collection of interest payments. For federal income tax
purposes, REITs qualify for beneficial tax treatment by distributing 95% of
their taxable income. If a REIT is unable to qualify for such beneficial tax
treatment, it would be taxed as a corporation and distributions to its
shareholders would therefore be reduced.
16
<PAGE>
Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. Equity REITs
may be affected by changes in the value of the underlying property owned by the
REITs, while mortgage REITs may be affected by the quality of any credit
extended. All REITs are dependent upon management skills, are not diversified,
and are subject to the risks of financing projects. REITs are subject to heavy
cash flow dependency, default by borrowers, self-liquidation, and the
possibilities of failing to qualify for the exemption from tax for distributed
income under the Code and failing to maintain their exemptions from the 1940
Act.
REPURCHASE AGREEMENTS. Each of the Funds may engage in repurchase
agreements. Repurchase agreements are agreements under which a person purchases
a security and simultaneously commits to resell that security to the seller (a
commercial bank or recognized securities dealer) at an agreed upon price on an
agreed upon date within a certain number of days (usually not more than seven)
from the date of purchase. The resale price reflects the purchase price plus an
agreed upon market rate of interest that is unrelated to the coupon rate or
maturity of the purchased security. A Fund will engage in repurchase agreements
only with banks or broker-dealers whose obligations would qualify for direct
purchase by that Fund. A repurchase agreement involves the obligation of the
seller to pay an agreed-upon price, which obligation is, in effect, secured by
the value of the underlying security. All repurchase agreements are fully
collateralized and marked to market daily, and may therefore be viewed by the
SEC or the courts as loans collateralized by the underlying security. There are
some risks associated with repurchase agreements. For instance, in the case of
default by the seller, a Fund could incur a loss or, if bankruptcy proceedings
are commenced against the seller, the Fund could incur costs and delays in
realizing upon the collateral.
MORTGAGE-BACKED SECURITIES. The Asset Allocation Fund may invest in
mortgage pass-through certificates and multiple-class pass-through securities,
such as Collateralized Mortgage Obligations ("CMOs") and Stripped Mortgage Back
Securities ("SMBS"), and other types of mortgage-backed securities that may be
available in the future (collectively, "Mortgage-Backed Securities").
Mortgage pass-through securities represent participation interests in pools
of mortgage loans secured by residential or commercial real property in which
payments of both interest and principal on the securities are generally made
monthly, in effect "passing through" monthly payments made by the individual
borrowers on the mortgage loans which underlie the securities (net of fees paid
to the issuer or guarantor of the securities).
Payment of principal and interest on some mortgage pass-through securities,
but not the market value of the securities themselves) may be guaranteed by the
full faith and credit of the U.S. Government (in the case of securities
17
<PAGE>
guaranteed by GNMA); or guaranteed by the agency or instrumentality of the U.S.
Government issuing the security (in the case of securities guaranteed by FNMA or
the Federal Home Loan Mortgage Corporation ("FHLMC"), which are supported only
by the discretionary authority of the U.S. Government to purchase the agencies'
obligations). Mortgage pass-through securities created by non-governmental
issuers (such as commercial banks, savings and loan institutions, private
mortgage insurance companies, mortgage bankers and other secondary market
issuers) may be supported by various forms of insurance or guarantees, including
individual loan, title, pool and hazard insurance and letters of credit, which
may be issued by governmental entities, private insurers or the mortgage
poolers.
CMOs are hybrid mortgage related instruments. Similar to a bond, interest
and prepaid principal on a CMO are paid, in most cases, semi-annually. CMOs may
be collateralized by whole mortgage loans but are more typically collateralized
by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC or
FNMA. CMOs are structured into multiple classes, with each class bearing a
different stated maturity. Monthly payments of principal, including prepayments,
are first returned to investors holding the shortest maturity class and
investors holding the longer maturity classes receive principal only after the
first class has been retired. CMOs that are issued or guaranteed by the U.S.
Government or by any of its agencies or instrumentalities will be considered
U.S. Government securities by the Fund, while other CMOs, even if collateralized
by U.S. Government securities, will have the same status as other privately
issued securities for purposes of applying the Fund's diversification test.
SMBS are derivative multiple-class mortgage-backed securities, usually
structured with two classes that receive different proportions of interest and
principal distributions on a pool of mortgage assets. A typical SMBS will have
one class receiving some of the interest and most of the principal, while the
other class will receive most of the interest and the remaining principal. In
the most extreme case, one class will receive all of the interest (the "interest
only" class), while the other class will receive all of the principal (the
"principal only" class).
Investing in Mortgage-Backed Securities involves certain unique risks in
addition to those risks associated with investing in the real estate industry in
general. These risks include the failure of a counter-party to meet its
commitments, adverse interest rate changes and the effects of prepayment on
mortgage cash flows. In addition, investing in the lowest tranche of CMOs
involves risks similar to those associated with investing in equity securities.
18
<PAGE>
Further, the yield characteristics of Mortgage-Backed Securities differ from
those of traditional fixed income securities. The major differences typically
include more frequent interest and principal payments (usually monthly), the
adjustability of interest rates, and the possibility that prepayments of
principal may be made substantially earlier than their final distribution dates.
If the Mortgage-Backed Security is a fixed-income security, when interest
rates decline, the value of an investment in fixed rate obligations can be
expected to rise. Conversely, when interest rates rise, the value of an
investment in fixed rate obligations can be expected to decline. In contrast, if
the Mortgage-Backed Security represents an interest in a pool of loans with
adjustable interest rates, as interest rates on adjustable rate mortgage loans
are reset periodically, yields on investments in such loans will gradually align
themselves to reflect changes in market interest rates, causing the value of
such investments to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.
If a security subject to prepayment has been purchased at a premium, in the
event of prepayment the value of the premium would be lost. Prepayment rates are
influenced by changes in current interest rates and a variety of economic,
geographic, social and other factors, and cannot be predicted with certainty.
Both adjustable rate mortgage loans and fixed rate mortgage loans may be subject
to a greater rate of principal prepayments in a declining interest rate
environment, and to a lesser rate of principal prepayments in an increasing
interest rate environment. Under certain interest rate and prepayment rate
scenarios, the Fund may fail to recoup fully its investment in Mortgage-Backed
Securities, notwithstanding any direct or indirect governmental or agency
guarantee. When the Fund reinvests amounts representing payments and unscheduled
prepayments of principal, it may receive a rate of interest that is lower than
the rate on existing adjustable rate mortgage pass-through securities. Thus,
Mortgage-Backed Securities, and adjustable rate mortgage pass-through securities
in particular, may be less effective than other types of U.S. Government
securities as a means of "locking in" interest rates.
SHORT SALES "AGAINST THE BOX." Each of the Funds may engage in short sales
"against the box." While a short sale is made by selling a security the Fund
does not own, a short sale is "against the box" to the extent that the Fund
contemporaneously owns or has the right to obtain at no added cost securities
identical to those sold short.
WHEN ISSUED AND/OR DELAYED DELIVERY. Each of the Funds may purchase and
sell securities on a when-issued or delayed-delivery basis. When-issued or
delayed-delivery transactions arise when securities are purchased or sold by the
Fund, with payment and delivery taking place in the future in order to secure
what is considered to be an advantageous price and yield to the Fund at the time
19
<PAGE>
of entering into the transaction. Such securities are subject to market
fluctuations, and no interest accrues to a Fund until the time of delivery. The
value of the securities may be less at the time of delivery than the value of
the securities when the commitment was made. When a Fund engages in when-issued
and delayed-delivery transactions, it relies on the buyer or seller, as the case
may be, to consummate the sale. Failure to do so may result in the Fund missing
the opportunity of obtaining a price or yield considered to be advantageous. To
the extent any Fund engages in when-issued and delayed-delivery transactions, it
will do so for the purpose of acquiring portfolio securities consistent with its
investment objective and policies, and not for the purpose of investment
leverage. No Fund may commit more than 25% of its total assets to the purchase
of when-issued and delayed-delivery securities. A separate account of liquid
assets consisting of cash, U.S. Government securities or other high grade debt
obligations equal to the value of any purchase commitment of a Fund shall be
maintained by the Fund's custodian until payment is made.
ILLIQUID SECURITIES. The Funds may invest in illiquid securities, which may
be difficult to sell promptly at an acceptable price. This difficulty may result
in a loss or be costly to a Fund.
INTEREST RATES. Each Fund may invest in debt securities. The market value
of debt securities that are sensitive to prevailing interest rates is inversely
related to actual changes in interest rates. That is, an interest rate decline
produces an increase in a security's market value and an interest rate increase
produces a decrease in value. The longer the remaining maturity of a security,
the greater the effect of an interest rate change. Changes in the ability of an
issuer to make payments of interest and principal and in the market's perception
of its creditworthiness also affect the market value of that issuer's debt
securities.
U.S. GOVERNMENT SECURITIES. Although U.S. Government securities and
high-quality debt securities are issued or guaranteed by the U.S. Treasury or
agency or instrumentality of the U.S. Government, not all U.S. Government
securities are backed by the full faith and credit of the United States. For
example, securities issued by the Federal Farm Credit Bank or by the Federal
National Mortgage Association are supported by the instrumentality's right to
borrow money from the U.S. Treasury under certain circumstances. On the other
hand, securities issued by the Student Loan Marketing Association are supported
only by the credit of the instrumentality.
LIMITED OPERATING HISTORY OF FUND. The Small Cap Fund commenced operations
on February 20, 1996 and the Institutional Class for each Fund commenced
operations October, 1996 and thus the Funds have a limited operating history.
20
<PAGE>
SMALL COMPANIES. The Small Cap Fund intends to invest in small market
capitalization companies. Investing in such securities may involve greater risks
since these securities may have limited marketability and, thus, may be more
volatile. Because small-sized companies normally have fewer outstanding shares
than larger companies, it may be difficult for a Fund to buy or sell significant
amounts of such shares without an unfavorable impact on prevailing prices. In
addition, small companies are typically subject to a greater degree of changes
in earnings and business prospects than are larger, more established companies.
LENDING OF PORTFOLIO SECURITIES. The Funds may loan portfolio securities to
broker-dealers or other institutional investors if at least 100% cash (or cash
equivalent) collateral is pledged and maintained by the borrower. The Funds
believe that the cash collateral minimizes the risk of lending their portfolio
securities. Such loans of portfolio securities may not be made if the aggregate
of such loans would exceed 20% of the value of a Fund's total assets. If the
borrower defaults, there may be delays in recovery of loaned securities or even
a loss of the securities loaned, in which case the Fund would pursue the cash
(or cash equivalent) collateral. While there is some risk in loaning portfolio
securities, loans will be made only to firms or broker-dealers deemed by the
Adviser to be of good standing and will not be made unless, in the judgment of
the Adviser, the consideration to be earned from such loans would justify the
risk. For additional disclosure, see "INVESTMENT RESTRICTIONS--LOANS OF
PORTFOLIO SECURITIES" in the Statement of Additional Information.
PORTFOLIO TURNOVER. The Funds generally do not trade in securities with the
goal of obtaining short-term profits, but when circumstances warrant, securities
will be sold without regard to the length of time the security has been held. A
higher portfolio turnover rate may involve correspondingly greater transaction
costs, which will be borne directly by the Funds, as well as additional realized
gains and/or losses to shareholders. See "ALLOCATION OF BROKERAGE," and "TAXES"
in the Prospectus. The annual portfolio turnover rate of the Funds may at times
exceed 100%. The portfolio turnover rates are shown in the Condensed Financial
Information section of this Prospectus.
TEMPORARY DEFENSIVE INVESTMENTS. For temporary defensive purposes, the
Funds may invest up to 100% of their assets in fixed income securities, cash and
cash equivalents. The fixed income securities in which each Fund will invest in
such a situation shall consist of corporate debt securities (bonds, debentures
and notes), asset-backed securities, bank obligations, collateralized bonds,
loan and mortgage obligations, commercial paper, preferred stocks, repurchase
agreements, savings and loan obligations, and U.S. Government and agency
obligations. The fixed income securities will be rated investment grade or
higher
21
<PAGE>
(BBB by S&P and Baa by Moody's) and will have maturities of three years or less.
When the Fund assumes a temporary defensive position, it may not invest in
securities designed to achieve its investment objective.
--------------------------------------
MANAGEMENT OF
THE FUNDS
----------------------------------
The Funds are managed by the Trust's Board of Trustees, and all powers and
authorities are exercised by or under the direction of the Board of Trustees.
ADVISER. Subject to the policies of, review by, and overall control of the
Board of Trustees of the Trust, the Adviser has been retained by each Fund to
act as its manager and investment adviser pursuant to investment advisory
agreements.
The Adviser was incorporated in 1980 and has been engaged in the business of
providing investment advice since July 1, 1980 to individual and institutional
accounts, such as corporate pension and profit sharing plans, as well as mutual
funds. The Adviser currently has over $4 billion in assets under management. The
address of the Adviser is 121 S.W. Morrison, Suite 1400, Portland, Oregon 97204.
James E. Crabbe and Richard S. Huson are controlling shareholders of the
Adviser. Mr. Crabbe and Mr. Huson are primarily responsible for the day-to-day
management of the Adviser. Mr. Crabbe is President and a director of the Adviser
and Mr. Huson is Vice President, Secretary and a director.
Each Fund pays the Adviser a fee for its services that accrues daily and is
payable bi-monthly. Fees are based on a percentage of the average daily net
assets of each Fund, as set forth below:
<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- -------------------------------------------------- -------------
<S> <C>
First $100 million................................ 1.00%
Next $400 million................................. 0.85%
Amounts over $500 million......................... 0.60%
</TABLE>
Fees paid by each of the Funds are higher than those paid by most other
mutual funds, although the fees paid by these Funds are comparable to mutual
funds with similar objectives and policies. For the fiscal year ending October
31, 1997, the Adviser has agreed to waive its fee or reimburse each Fund's
expenses so that total fund operating expenses of each Fund do not exceed 1.00%
of a funds average daily net assets. Such waiver or reimbursement will
temporarily lower a Fund's overall expense ratio and increase a Fund's overall
return to investors. Additionally, many states require that mutual funds meet
certain
22
<PAGE>
expense limitations. The Funds, their Adviser, Distributor, and Transfer Agent
intend to qualify, meet, or conform to any individual state requirements while
the Funds are registered in that state. The Funds bear all expenses incurred in
their operation as they are incurred, other than those assumed by the Adviser or
the Distributor.
Management of the Small Cap Fund portfolio is handled on a day-to-day basis
by a team consisting of Mr. Crabbe and John W. Johnson. Mr. Crabbe is
coordinator of the team. Mr. Crabbe has served in various management positions
with the Adviser since 1980 and has managed the portfolio of the Crabbe Huson
Special Fund since January 1, 1990. Prior to joining the Adviser, Mr. Johnson
was a private investment banker from November, 1991 to May, 1995. Between
August, 1988 and November, 1991, Mr. Johnson was Director of Equity Investments
for Kennedy Associates.
The portfolios of the Equity and Asset Allocation Funds are managed on a
day-to-day basis by a team consisting of John E. Maack, Jr., Marian L. Kessler,
Robert E. Anton, Garth R. Nisbet and Mr. Huson. Mr. Huson is coordinator of the
team. Mr. Huson has served in various management positions with the Adviser
since 1980. Mr. Maack has been employed as a portfolio manager and securities
analyst by the Adviser since 1988. Ms. Kessler joined the Adviser in August,
1995. From September, 1993 until July, 1995, Ms. Kessler was a portfolio manager
with Safeco Asset Management. Between August, 1986 and June, 1993, Ms. Kessler
was an equity analyst for IDS Financial Services. Mr. Anton joined the Adviser
in June, 1995. Prior to joining the Adviser, Mr. Anton served 17 years as Chief
Investment Officer, Portfolio Manager at Financial Aims Corporation. Mr. Nisbet
joined the Adviser in April, 1995. From February, 1993 until March, 1995, Mr.
Nisbet worked for Capital Consultants, Inc. as a portfolio manager of its fixed
income portfolio. Prior to joining Capital Consultants, Mr. Nisbet was a Vice
President and the fixed income portfolio manager at Lincoln National Investment
Management.
ADMINISTRATORS. The Funds have retained State Street Bank and Trust Company
("State Street") to provide administrative services to the Funds. Such services
relate to administration, operations and compliance. For such services, the
Funds have agreed to pay State Street a fee based on the total assets of the
funds managed by the Adviser. The fee shall be as follows: first $500 million
managed by Adviser--.06%; next $500 million--.03%; thereafter--.01%. Each Fund
pays its pro rata share of such fee.
CUSTODIAN, TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND SHAREHOLDER
SERVICING. Investors Fiduciary Trust Company, 127 West 10th Street, Kansas
City, Missouri 64105, acts as Custodian of the cash and securities of each Fund.
State Street Bank and Trust Company, 225 Franklin Street, Boston, MA 02110,
800-541-9732, acts as Transfer Agent and Dividend Disbursing Agent for
23
<PAGE>
the Fund. The Transfer Agent uses Boston Financial Data Services, a 50% owned
subsidiary, as its servicing agent in carrying out the Transfer Agent's
responsibilities to the Fund.
DISTRIBUTOR. Shares of the Funds are distributed by Crabbe Huson
Securities, Inc. (the "Distributor"). Mr. Crabbe and Mr. Huson own 100% of the
stock of the Distributor.
--------------------------------------
NET ASSET VALUE
----------------------------------
The net asset value ("NAV") of a share is determined as of 4 p.m. Eastern
Time, or the close of the NYSE, whichever is earlier, on each day during which
securities are traded on the NYSE. The NAV of a single share of a class is
computed by adding that class's pro rata share of the value of the applicable
Fund's investments, cash and other assets, subtracting that class's pro rata
share of the value of the applicable Fund's liabilities, subtracting the
liabilities allocated to that class, and dividing the result by the number of
shares of that class that are outstanding.
Each Fund's assets are valued on the basis of market quotations, if
available. Foreign securities are valued on the basis of quotations from the
primary market in which they are traded, and are translated from the local
currency into U.S. dollars using current exchange rates. If quotations are not
readily available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets are valued by a method
that the Board of Trustees believes accurately reflects fair value.
--------------------------------------
PERFORMANCE COMPARISONS
----------------------------------
The Funds may compare their performance to other mutual funds with similar
investment objectives and to the mutual fund industry as a whole, as quoted by
ranking services and publications of general interest. These services or
publications may include Lipper Analytical Services, Inc., Schabacker's Total
Investment Service, CDA Technologies, SEI, Frank Russell Trust, BARRON'S
BUSINESS WEEK, CHANGING TIMES, THE FINANCIAL TIMES, FINANCIAL WORLD, FORBES,
INVESTOR'S DAILY, MONEY, MORNINGSTAR MUTUAL FUNDS, PERSONAL INVESTOR, THE
ECONOMIST, THE WALL STREET JOURNAL, INDIVIDUAL INVESTOR, LOUIS RUKEYSER'S WALL
STREET, FINANCIAL WORLD, and USA TODAY. These ranking services and publications
rank the performance of the Funds against all other funds over specified periods
and
24
<PAGE>
against funds in specified categories. The Funds may include presentations of,
or may compare their performance or the performance of the Funds' Adviser to a
recognized stock index, including the Standard & Poor's 500, Standard & Poor's
Mid-Cap 400 Index, Value Line Composite Index, Dow Jones Industrial Average,
NASDAQ/OTC Price Index, Russell 2000 Index, Wilshire 5000 Equity Index, the
Lehman Brothers Government/Corporate Bond Index and Salomon Bond indices. The
comparative material found in advertisements, sales literature, or in reports to
shareholders may contain past or present performance ratings. This is not to be
considered representative or indicative of future results or future performance.
The performance of a specific Fund will be calculated as required by the
rules of the SEC. The Funds may also publish average annual total return
quotations for recent one, five and ten-year periods and will graphically
illustrate the redeemable value of an initial investment over some given period
of time. These standardized calculations do not reflect the impact of federal or
state income taxes.
The yields of each of the Funds are not fixed and will fluctuate. The
principal value of an investment in each Fund at redemption may be more or less
than its original cost. In addition, investments in the Funds are not insured
and an investor's yield is not guaranteed.
The Fund's investment results will vary from time to time depending on
market conditions, the composition of the Fund's portfolio, and operating
expenses of the Fund. These factors and possible differences in the methods used
in calculating investment results should be considered when comparing
performance information regarding the Fund to information published for other
investment companies and other investment vehicles. You should also consider
return quotations relative to changes in the value of the Fund's shares and the
risks associated with the Fund's investment objectives and policies. At any time
in the future, return quotations may be higher or lower than past return
quotations, and there may be no assurance that any historical return-quotation
will continue in the future.
For more information about the calculation methods used to compute the
Fund's investment results, see "YIELD AND PERFORMANCE" in the Statement of
Additional Information. The annual report for the Funds contains information
about the performance of the Funds, and is available upon request, without
charge, by calling Investor Services at (800) 541-9732.
25
<PAGE>
------------------------------------------
ALLOCATION OF BROKERAGE
----------------------------------
The Adviser is responsible for the overall management of the portfolio of
each Fund and determines which brokers will execute the purchase and sale of the
portfolio securities. The Adviser's foremost objective is to place orders so as
to achieve prompt execution at the most favorable price. However, the Adviser is
authorized, in recognition of the value of brokerage and research services
provided, to pay commissions to a broker in excess of the amounts which another
broker might have charged for effecting the same transaction. The Adviser may
also execute Fund portfolio transactions with broker-dealers that provide
services to the Funds pursuant to a written agreement. Under these arrangements,
participating Funds direct the Adviser to execute a portion of the Fund's
transactions to a broker-dealer in return for a credit which represents a
percentage of the total commissions generated through the broker-dealer. The
Fund uses the credit to reduce transfer agent, custodian, shareholder servicing
and other expenses of the Fund. Provided the Funds receive prompt execution at
competitive prices, the Adviser may execute portfolio transactions through
broker-dealers who also sell the Funds' shares. Additional information about
portfolio brokerage is included in the Statement of Additional Information.
--------------------------------------
CAPITAL STRUCTURE
----------------------------------
Beneficial interests in the Trust are divided into shares, all without par
value. The shares may be divided in separate series, with each series
representing investments in a particular portfolio and sub-series (classes) of
each series, all at the discretion of the Board of Trustees. Shareholders of
each of the Funds are entitled to one vote for each dollar of net asset value
held. Shareholders shall have the power to vote only on the following matters:
(1) the election of the initial trustees of the Trust, the removal of trustees,
and to the extent required by the 1940 Act, the subsequent election of any
trustee to fill any vacancy (although trustees may be elected to fill vacancies
or be removed by the Board of Trustees without a vote of Shareholders, subject
to certain restrictions in the 1940 Act); (2) any contract entered into by the
Trust to the extent Shareholders' approval is required by the 1940 Act; (3) with
respect to any termination or reorganization of the Trust or any series thereof
to the extent and as provided in the Declaration of Trust; (4) with respect to
any amendment of the Declaration of Trust that adversely affects the rights of
the shareholder; (5) with respect to derivative actions whether or not a court
action, proceeding or claim should or should not be brought or maintained
derivatively or as a class
26
<PAGE>
action on behalf of the Trust or any series of the Trust or the Trust
shareholders; (6) an amendment of the Fund's Fundamental Policies as set forth
in the Trust's By-laws; and (7) with respect to such additional matters relating
to the Trust as may be required by the 1940 Act, the Declaration of Trust, the
By-laws of the Trust, any registration of the Trust with the SEC (or any
successor agency) or any state, or as the Trustees may consider necessary or
desirable. Separate votes are taken by each class of shares, fund or trust, if a
matter affects that class of shares, the Fund or the Trust, respectively. Shares
issued are fully paid and nonassessable and have no preemptive or conversion
rights. Each share is entitled to participate equally in dividends and
distributions declared by its respective Fund and in the net assets of that Fund
upon liquidation or dissolution after satisfaction of outstanding liabilities.
Amendment to the Declaration of Trust may be made upon approval by shareholders
holding the lesser of (i) 67% or more of the shares entitled to vote on the
matter, present in person at the meeting or represented by proxy, if holders of
more than 50% of the shares entitled to vote on the matter are present, in
person or by proxy, or (ii) a majority of the shares issued and outstanding.
--------------------------------------
YIELD
----------------------------------
The SEC has imposed a number of rules and policies regarding the calculation
of yield. The Funds intend to continually comply with these rules and policies
in their quotation of yield. For an explanation of the method of yield
calculation, see "CALCULATION OF PERFORMANCE DATA" in the Statement of
Additional Information.
27
<PAGE>
--------------------------------------
INVESTOR SERVICES
----------------------------------
INFORMATION YOU NEED TO KNOW TO PURCHASE,
REDEEM OR EXCHANGE SHARES
<TABLE>
<S> <C>
INVESTOR SERVICES TELEPHONE: MAIL:
(800) 541-9732 Crabbe Huson Funds
P.O. Box 8413
Boston, MA 02266-8413
CRABBE HUSON "INSTANT ACCESS": EXPRESS MAIL:
(800) 235-2442 Crabbe Huson Funds
Two Heritage Drive
Quincy, MA 02171
INTERNET:
http://www.contrarian.com
</TABLE>
The Fund's shares are offered to the public with no sales load. Crabbe Huson
Securities, Inc. (the "Distributor"), Portland, Oregon, an affiliate of the
Adviser and a corporation organized under the laws of Oregon, is the distributor
of the Fund's shares. The shares are offered by the Distributor directly to the
public or through Financial Intermediaries that have established a shareholder
servicing relationship with the Fund or Distributor.
If there is no account application accompanying this Prospectus, you may
obtain one by calling your Financial Intermediary or by calling Investor
Services. If you are investing through a tax-sheltered retirement plan, such as
an IRA, for the first time, you will need a special application. Contact
Investor Services for more information on retirement accounts.
TYPES OF ACCOUNTS AVAILABLE:
- Individual, Joint Tenants, Tenants in Common
- Trusts
- Businesses or Organizations (corporations, partnerships or other groups)
Gifts or Transfers to Minors
- Retirement Accounts (Individual Retirement Accounts (IRA), Spousal IRA,
Simplified Employee Pension IRA (SEP-IRA), Salary Reduction-SEP IRA
(SAR-SEPIRA) or 403(b) Tax Sheltered Accounts)
- Others (contact Investor Services for information regarding other
accounts)
28
<PAGE>
Note, if you are considering adopting any type of retirement plan, you
should consult with your own legal or tax adviser, with respect to the
establishment and maintenance of such a plan.
MINIMUM INVESTMENTS. The minimum investment in any Fund is $1,000,000.
Additional Investments in any Fund must be in amounts of at least $10,000.
Shares may be purchased through Financial Intermediaries which maintain a single
account with a Fund. In those instances, the investment minimums may be
satisfied by the Financial Intermediary. See "WHAT YOU SHOULD KNOW ABOUT BUYING
SHARES THROUGH A FINANCIAL INTERMEDIARY." The Adviser, in its sole discretion,
may waive any minimum purchase requirements. The Funds reserve the right to vary
the initial and subsequent investment minimums at any time. The Funds will
provide you with written notice of any such change.
HOW TO PURCHASE YOUR SHARES
HOW TO OPEN AN ACCOUNT:
<TABLE>
<S> <C> <C>
- - Mail: Complete and sign the account application,
indicating the Fund, class and dollar amount
you want to invest. Mail or express mail your
check with your completed application to the
appropriate address listed above under
"INFORMATION YOU NEED TO KNOW TO PURCHASE,
REDEEM OR EXCHANGE SHARES."
- - Exchange: You may exchange your shares for shares of
another Crabbe Huson Fund, provided the
dollar value of the shares you desire to
exchange meet the minimum investment
requirement of the new Fund. Call Investor
Services for more information about this
option.
- - Financial
Intermediaries: You may purchase shares in a Fund by
contacting your Financial Intermediary. See
"WHAT YOU SHOULD KNOW ABOUT BUYING SHARES
THROUGH A FINANCIAL INTERMEDIARY."
</TABLE>
29
<PAGE>
HOW TO PURCHASE ADDITIONAL SHARES:
<TABLE>
<S> <C> <C>
- - Mail: Detach and complete the stub attached to your
statement. Make a check payable to Crabbe
Huson Funds, write your shareholder account
number on your check, and include your
investment stub(s) or a note designating how
the amount of your check is to be invested by
Fund and class. Mail or express mail the
above to the appropriate address listed above
under "INFORMATION YOU NEED TO KNOW TO PUR-
CHASE, REDEEM OR EXCHANGE SHARES."
- - Telephone: As an existing shareholder, you may also
purchase shares by calling Investor Services
at the telephone number listed above under
"INFORMATION YOU NEED TO KNOW TO PURCHASE,
REDEEM OR EXCHANGE SHARES."
- - Wire: You may purchase shares by wiring funds from
your bank account. In order to purchase
additional shares by wire transfer, you need
to call Investor Services to place your order
and then wire transfer your funds to the
following wire transfer address: State Street
Bank & Trust Co., 225 Franklin Street,
Boston, MA 02110, ABA No. 011 000 28, FOR
CREDIT: Crabbe Huson, DDA No. 99051039,
Shareholder Name, Name of Fund and Class,
Shareholder Account Number.
</TABLE>
WHAT YOU SHOULD KNOW ABOUT BUYING SHARES BY MAIL:
If payment and an account application is received in proper form by the
close of regular trading on the NYSE (currently 4:00 p.m., Eastern Time) on a
day that the Fund calculates its net asset value (a "business day"), the
purchase will be made at the Fund's net asset value calculated at the end of
that day. If payment is received after the close of regular trading on the NYSE,
the purchase will be effected at the Fund's net asset value determined for the
next business day after payment has been received.
Make all checks or money orders payable to Crabbe Huson Funds. The Funds
will not accept purchases made by cash or credit card. Checks payable to the
investor and endorsed to the order of the Fund will not be accepted as payment
and will be returned to the sender. If a check used for purchase does not clear,
the Fund will cancel the purchase and the investor may be liable for any losses
or fees incurred. In order to prevent lengthy processing delays caused
30
<PAGE>
by the clearing of foreign checks, the Funds will only accept a foreign check
drawn in U.S. dollars issued by a foreign bank with a U.S. correspondent bank.
The name of the U.S. correspondent bank must be printed on the face of the
check. Further documentation may be requested from corporations, executors,
administrators, trustees, guardians, agents, or attorneys in fact.
WHAT YOU SHOULD KNOW ABOUT BUYING ADDITIONAL SHARES BY TELEPHONE:
The Funds may, at their discretion, accept purchase orders from existing
shareholders by telephone, although the order is not accompanied by payment for
the shares being purchased. To receive the net asset value for a specific day, a
telephone purchase request must be received before the close of the NYSE on that
day. Payment for shares ordered in this way must be received by the Funds'
Transfer Agent within three business days after acceptance of the order. If
payment is not received on time, a Fund may cancel the order and redeem the
shares held in the shareholder's account to compensate the Fund for any decline
in the value of the purchased shares.
WHAT YOU SHOULD KNOW ABOUT BUYING SHARES THROUGH A FINANCIAL INTERMEDIARY:
Shares of each Fund are offered through Financial Intermediaries that have
established a shareholder servicing relationship with the Fund on behalf of
their customers. The Fund pays no compensation to such entities, although the
Adviser may make payments to such Financial Intermediaries out of its own
management fee revenue, past profits, or other resources. Financial
Intermediaries may impose additional or different conditions on the purchase or
redemption of Fund shares by their customers and may charge their customers
transaction or account fees on the purchase and redemption of Fund shares and on
maintenance of such accounts. Each Financial Intermediary is responsible for
transmitting to its customers a schedule of any such fees and information
regarding any additional or different conditions regarding purchases and
redemptions. Shareholders who are customers of Financial Intermediaries should
consult their Financial Intermediary for information regarding these fees and
conditions.
Financial Intermediaries that have entered into agreements with the Fund
and/or its Distributor may enter confirmed purchase orders on behalf of clients
and customers, with payment to follow no later than the Funds' pricing on the
following business day. If payment is not received by such time, the Financial
Intermediary could be held liable for resulting fees and losses.
HOW TO REDEEM YOUR SHARES
You may arrange to take money out of your account at any time by selling
(redeeming) some or all of your shares. Shares may be redeemed at any time,
31
<PAGE>
without charge, at the net asset value per share next determined after receipt
by the Transfer Agent of a redemption request in proper form from the investor.
Payment for all shares redeemed will be made within three business days after
receipt of a redemption request in proper form except (as outlined by the 1940
Act) during a period when 1) trading on the NYSE is restricted or the NYSE is
closed for other than customary weekends and holidays, 2) the SEC has by order
permitted such suspension for the protection of the Fund's shareholders, or 3)
an emergency exists making disposal of portfolio securities or valuation of net
assets of the applicable class not reasonably practicable.
When a request for redemption is made shortly after the purchase of shares,
you will not receive the redemption proceeds until the check(s) received for the
shares purchased has cleared. Under such circumstances, it may take as long as
15 days for a shareholder to receive the proceeds of a redemption. You may avoid
such delays by purchasing shares with a certified or cashier's check, or by
federal funds wire.
To redeem your shares in a non-retirement account, you may use any of the
methods described below. To sell shares in a retirement account, you should
contact Investor Services or your Financial Intermediary for special
instructions. For your protection, certain redemption requests may require a
signature guarantee. See "Special Situations--Signature Guarantee." You may
redeem shares in the following ways:
<TABLE>
<S> <C> <C>
- - Mail: To be in proper form, written requests for
redemption must include 1) the total dollar
value of shares or the total number of shares
to be redeemed, 2) the investor's account
number, 3) the Fund's name and applicable
class name, and 4) the signature of each
registered owner exactly as the shares are
registered, and 5) in certain situations, a
signature guarantee. See "Special
Situations-Signature Guarantee." The Transfer
Agent may require additional supporting
documents for redemptions made by
corporations, executors, administrators,
trustees, or guardians. A redemption request
will not be deemed to have been submitted
until the Transfer Agent receives all
required documents in proper form. All docu-
ments and correspondence concerning redemp-
tions should be sent to Investor Services at
the address listed above under "INFORMATION
YOU NEED TO KNOW TO PURCHASE, REDEEM OR
EXCHANGE SHARES."
</TABLE>
32
<PAGE>
<TABLE>
<S> <C> <C>
- - Telephone: You may redeem shares by calling Investor
Services at the telephone number listed above
under "INFORMATION YOU NEED TO KNOW TO
PURCHASE, REDEEM OR EXCHANGE SHARES."
- - Wire: Should you wish to receive instructions on
how to obtain your funds by wire, please call
Investor Services. At the present time there
is no fee charged for redemptions by wire
transfer. However, in the future the Funds
may elect to impose such a fee.
- - Financial
Intermediaries: Shares may also be redeemed by telephone from
Financial Intermediaries who have established
a shareholder servicing relationship with the
Distributor and/or the Funds. Such redemption
orders should be placed by the Financial
Intermediary with the Transfer Agent. Shares
will be redeemed at the net asset value
determined on a shareholder's trade date. The
three-day period within which the proceeds of
the redemption will be sent to the
shareholder or shareholder's Financial
Intermediary will begin on the day of the net
asset value calculation, unless the Transfer
Agent has not received a written request in
proper form from the Financial Intermediary
by the third day. In that event, the proceeds
of the redemption will be sent to the
shareholder or the shareholder's Financial
Intermediary immediately upon the Transfer
Agent's receipt of the written request in
proper form. Financial Intermediaries are
responsible for the prompt transmittal of
redemption orders to the Transfer Agent.
Financial Intermediaries not affiliated with
a Fund may charge a fee for handling
redemptions.
</TABLE>
HOW TO EXCHANGE YOUR SHARES
BEFORE MAKING AN EXCHANGE TO ANOTHER FUND, THE INVESTOR SHOULD READ THE
PROSPECTUS RELATING TO THE FUND OR FUNDS INTO WHICH SHARES ARE BEING EXCHANGED.
The proceeds from the redemption of your shares may be used to purchase
shares of any other Fund in every state in which the exchange may be made
33
<PAGE>
legally, provided you may only exchange if the dollar value of the exchange is
sufficient to satisfy any minimum investment requirements in the new Fund. You
may only exchange between accounts that are registered in the same name,
address, and taxpayer identification number. The exchange privilege is a
standard option on all accounts. If you do not want this option, please mark the
appropriate box on the application. You may exchange shares in the following
ways:
<TABLE>
<S> <C> <C>
- - Exchange by
Mail: Any written exchange request, in proper form,
may be mailed or express mailed to the
Transfer Agent to the appropriate address
listed above under "INFORMATION YOU NEED TO
KNOW TO PURCHASE, REDEEM OR EXCHANGE YOUR
SHARES."
- - Exchange by
Telephone: You may exchange shares by telephone by
contacting Investor Services at the number
listed above under "INFORMATION YOU NEED TO
KNOW TO PURCHASE, REDEEM OR EXCHANGE YOUR
SHARES."
</TABLE>
The exchange of shares of the Fund for shares of another fund is treated for
federal and state income tax purposes as a sale on which an investor may realize
a capital gain or loss.
Excessive trading can hurt Fund performance. Each Fund reserves the right to
terminate or modify the exchange privilege applicable to all shareholders at any
time upon 60 days' notice. This exchange privilege may be temporarily or
permanently suspended with respect to any shareholder that engages in more than
ten exchanges in any 12-month period.
WHAT YOU SHOULD KNOW ABOUT TELEPHONE TRANSACTIONS:
Each Fund, the Adviser and the Transfer Agent will employ reasonable
procedures to confirm that instructions communicated by telephone are properly
authorized. The failure of a Fund to do so may result in the Fund being liable
for losses due to unauthorized or fraudulent telephone transactions. However, a
Fund, the Adviser and the Transfer Agent will not be liable for executing
telephonic instructions that are deemed to be authorized after following
reasonable procedures. Such reasonable procedures include providing written
confirmation of telephone transactions, tape recording telephone instructions,
and requiring specific personal information prior to acting upon telephone
instructions.
34
<PAGE>
WHEN TRANSACTIONS ARE RECORDED IN YOUR ACCOUNT
Your trade date is the date when transactions are recorded in your account.
Your shares are purchased, redeemed or exchanged at the net asset value
determined on your trade date.
STATEMENTS
You will receive a quarterly summary of all account activity for the most
recent calendar quarter and an annual statement which includes all activity
during the most recent year. You will also receive a statement of account after
any transaction that affects your share balance or share registration, other
than for the reinvestment of dividends or distributions or investments made
through the Systematic Exchange Program discussed below. See "SPECIAL SERVICES."
In addition to the annual statement, you will also receive, in January, a full
report of your account activity during the prior year.
SPECIAL SITUATIONS
SIGNATURE GUARANTEE. A signature guarantee is designed to protect you and
the Funds from fraudulent transactions by unauthorized persons. In the following
instances, the Funds will require a signature guarantee for all authorized
owners of an account:
- you wish to redeem more than $15,000 worth of shares;
- the redemption proceeds are to be sent to a different name or address
than is registered on your account;
- you wish to change your name or add/remove an owner on your account; or
- you wish to add/change a beneficiary on your transfer-on-death account or
retirement account.
A signature guarantee may be obtained from any eligible guarantor
institution, as defined by the SEC. These institutions include banks, savings
associations, credit unions, brokerage firms and others. A notary public stamp
or seal is not acceptable.
INVOLUNTARY CONVERSION. In order to reduce expenses, if the shares in your
account other than a tax-deferred retirement account, are worth less than
$750,000, the Fund may, at its discretion, elect to convert the shares into
shares of that Fund's Primary Class. You will receive 60 days' prior written
notice in which to purchase additional shares, to avoid such a conversion.
INVOLUNTARY REDEMPTION. Any Fund may compel the redemption of shares if, in
its opinion, such action would prevent the Fund from becoming a personal holding
company, as defined by the Code.
35
<PAGE>
SPECIAL SERVICES
SYSTEMATIC EXCHANGE. Systematic Exchange allows you to make regular,
systematic exchanges of at least $10,000 from one Crabbe Huson Fund into another
Crabbe Huson account. When you establish a systematic exchange program, you
authorize the Fund, the Transfer Agent and their agents to sell shares at a set
dollar amount or number of shares from the first account and purchase shares of
a second Crabbe Huson Fund. An exchange transaction is a sale and purchase of
shares for federal income tax purposes and may result in a gain or loss. To
establish this program, you may call your Financial Intermediary or Investor
Services at (800) 541-9732. You may only make a systematic exchange into shares
of the Institutional Class of one of the Funds. Further, both accounts must
satisfy all investment minimums.
DIVIDENDS, CAPITAL GAINS, TAXES
Each Fund distributes substantially all of its net investment income and
capital gains (if any) to shareholders each year. Each Fund declares and
distributes realized capital gains, if any, to shareholders in December.
Dividends for the Small Cap and Equity Funds are distributed in December.
Dividends for the Asset Allocation Fund are distributed on the last business day
of each fiscal quarter.
On the date the dividends or capital gains are declared, they will
automatically be reinvested in additional shares of the same class of your Fund
unless you have elected to receive payments in cash. You may elect the option to
receive your distributions in cash by so specifying on your application.
Each Fund intends to qualify each year as a "regulated investment company"
under the Code so it will not pay federal taxes on either income or capital
gains distributed to shareholders, although there can be no assurance that they
will so qualify.
Each Fund will be subject to a 4% excise tax on a portion of its
undistributed income if they fail to meet certain annual distribution
requirements. Each Fund intends to make distributions in a timely manner and,
accordingly, does not expect to be subject to the excise tax.
For federal income tax purposes, all distributions are reportable as taxable
income whether a shareholder elects to take them in cash or reinvest them in
additional shares of a Fund.
Distributions representing net investment income (including short-term
capital gains) are taxable as ordinary income. Distributions derived from net
long-term capital gains that are properly designated by a Fund as such will be
taxable to shareholders as long-term capital gains, regardless of how long the
shareholder has held the shares.
36
<PAGE>
Under the Revenue Reconciliation Act of 1993 (the "Act"), potentially
favorable income tax treatment on distributions representing long-term capital
gains has been restored, effective for tax years beginning after 1992. Under the
Act, ordinary income may be taxed at marginal rates significantly (up to 11.6%)
higher than the marginal rate at which long-term capital gains are taxed.
Accordingly, distributions representing net long-term capital gains may be
subject to a reduced rate of tax to shareholders.
Shareholders may be subject to a $50 penalty under the Internal Revenue Code
and the Funds may be required to withhold and remit to the U.S. Treasury a
portion (31%) of any redemption or repurchase proceeds (including the value of
shares exchanged into another fund for whom the Adviser acts as Adviser) and of
any dividend or distribution on any account, where the shareholder failed to
provide a correct taxpayer identification number or to make certain required
certifications.
The foregoing relates only to federal income tax consequences for
shareholders who are U.S. citizens or corporations. Shareholders should consult
their own tax advisers regarding these matters, and regarding state, local, and
other applicable tax laws.
Each Fund will issue annually, in January, a full report to each shareholder
detailing the tax status of each distribution to the shareholder during the
calendar year. The Fund do not assume any responsibility for the calculation of
any taxable gain (or loss) from the purchase and sale of Fund shares, including
purchases made with reinvested dividends and/or capital gains. Every shareholder
should consult with their tax adviser concerning such calculations and tax
consequences.
Each Fund will be treated as a separate entity and thus the provisions of
the Code applicable to registered investment companies generally will be applied
to each fund separately instead of the Trust as a whole. Net capital gains, net
investment income and operating expenses will be determined separately for each
Fund.
37
<PAGE>
------------------------------------------
APPENDIX A
----------------------------------
BOND RATING AGENCIES:
The following is a description of the bond ratings employed by Moody's
Investors Service, Inc. ("Moody's").
Aaa: Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or exceptionally stable margin, and
principal is secure. While the various protective elements are likely to change,
such changes as can be visualized are unlikely to impair the fundamentally
strong position of such issues.
Aa: Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as high-
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present that
make the long-term risks appear somewhat larger than in Aaa securities.
A: Bonds rated A possess many favorable investment attributes and are to be
considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present that
suggest a susceptibility to impairment sometime in the future.
Baa: Bonds rated Baa are considered as medium-grade obligations (i.e., they
are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and, in
fact, have speculative characteristics as well.
Ba: Bonds rated Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.
B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
38
<PAGE>
Ca: Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.
C: Bonds rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.
Moody's applies the numerical modifiers "1", "2", and "3" in each generic
rating classification from Aa through B. The modifier "1" indicates that the
security ranks in the higher end of its generic rating category; the modifier
"2" indicates a mid-range ranking; and the modifier "3" indicates that the issue
ranks in the lower end of its generic rating category.
The following is a description of the bond ratings employed by Standards &
Poor's Corporation ("S&P").
AAA: Bonds rated AAA are highest-grade obligations. Capacity to pay
interest and repay principal is extremely strong.
AA: Bonds rated AA have a very strong capacity to pay interest and repay
principal, and differ from the highest rated issues only in small degree.
A: Bonds rated A have a strong capacity to pay interest and repay
principal, although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in higher rated categories.
BB, B, CCC, CC, C: Debt rated BB, B, CCC, CC, and C is regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB indicates
the lowest degree of speculation and C the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.
BB: Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.
39
<PAGE>
B: Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
BB or BB- rating.
CCC: Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial, or economic conditions, it is not likely to have
the capacity to pay interest and repay principal. The CCC rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied B or B- rating.
CC: The rating CC is typically applied to debt subordinated to senior debt
that is assigned an actual or implied CCC rating.
C: The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating. The C rating may be
used to cover a situation where a bankruptcy petition has been filed, but debt
service payments are continued.
C1: The rating C1 is reserved for income bonds on which no interest is
being paid.
D: Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.
C: Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarding as having extremely poor prospects of ever attaining
any real investment standing.
The S&P letter rating may be modified by the addition of a plus (+) or minus
sign (-), which is used to show relative standing within rating categories
between AA to CCC.
From time to time a bond rating agency may adjust its rating of a particular
bond issue. Subsequent to a Fund's purchase of a bond, such a bond may have its
rating reduced (down graded) to a category not permitted to be owned by that
Fund, or it may cease to be rated. Neither case would require that a Fund
eliminate such a bond from its portfolio. However, the Fund's Adviser will
consider such an event in determining whether or not the Fund should continue to
hold such a security.
40
<PAGE>
------------------------------------------
APPENDIX B
----------------------------------
HEDGING INSTRUMENTS:
OPTIONS ON EQUITY AND DEBT SECURITIES--A call option is a short-term
contract pursuant to which the purchaser of the option, in return for a premium,
has the right to buy the security underlying the option at a specified price at
any time during the term of the option. The writer of the call option, who
receives the premium, has the obligation, upon exercise of the option during the
option term, to deliver the underlying security against payment of the exercise
price. A put option is a similar contract that gives its purchaser, in return
for a premium, the right to sell the underlying security at a specified price
during the option term. The writer of the put option, who receives the premium,
has the obligation, upon exercise of the option during the option term, to buy
the underlying security at the exercise price.
OPTIONS ON SECURITIES INDICES--A securities index assigns relative values to
the securities included in the index and fluctuates with changes in the market
values of those securities. An index option operates in the same way as a more
traditional stock option, except that exercise of an index option is effected
with cash payment and does not involve delivery of securities. Thus, upon
exercise of an index option, the purchase will realize, and the writer will pay,
an amount based on the difference between the exercise price and the closing
price of the index.
STOCK INDEX FUTURES CONTRACTS--A stock index futures contract is a bilateral
agreement pursuant to which one party agrees to accept, and the other party
agrees to make, delivery of an amount of cash equal to a specified dollar amount
times the difference between the stock index value at the close of trading of
the contract and the price at which the futures contract is originally struck.
No physical delivery of the stocks comprising the index is made. Generally,
contracts are closed out prior to the expiration date of the contract.
INTEREST RATE FUTURES CONTRACTS--Interest rate futures contracts are
bilateral agreements pursuant to which one party agrees to make, and the other
party agrees to accept, delivery of a specified type of debt security at a
specified future time and at a specified price. Although such futures contracts
by their terms call for actual delivery or acceptance of debt securities, in
most cases the contracts are closed out before the settlement date without the
making or taking of delivery.
OPTIONS ON FUTURES CONTRACTS--Options on futures contracts are similar to
options on securities or currency, except that an option on a futures contract
gives the purchaser the right, in return for the premium, to assume a position
in a futures contract (a long position if the option is a call and a short
position if
41
<PAGE>
the option is a put), rather than to purchase or sell a security or currency, at
a specified price at any time during the option term. Upon exercise of the
option, the delivery of the futures position to the holder of the option will be
accompanied by delivery of the accumulated balance that represents the amount by
which the market price of the futures contract exceeds, in the case of a call,
or is less than, in the case of a put, the exercise price of the option on the
future. The writer of an option, upon exercise, will assume a short position in
the case of a call and a long position in the case of a put.
Purchase of these financial instruments allows the Adviser to hedge against
changes in market conditions. For example, the Adviser may purchase a put option
in a securities index or when it believes that the stock prices will decline.
Conversely, the Adviser may purchase a call option in a securities index when it
anticipates that stock prices will increase.
42
<PAGE>
MAILING ADDRESS
CRABBE HUSON FUNDS
P.O. BOX 8413
BOSTON, MA 02266-8413
INVESTMENT ADVISER
THE CRABBE HUSON GROUP, INC.
121 S.W. MORRISON, SUITE 1400
PORTLAND, OR 97204
DISTRIBUTOR
CRABBE HUSON SECURITIES, INC.
121 S.W. MORRISON, SUITE 1400
PORTLAND, OR 97204
LEGAL COUNSEL
DAVIS WRIGHT TREMAINE
1300 S.W. FIFTH AVENUE, SUITE 2300
PORTLAND, OR 97201
INDEPENDENT AUDITORS
KPMG PEAT MARWICK LLP
1211 S.W. FIFTH AVENUE, SUITE 2000
PORTLAND, OR 97204
TRANSFER AGENT &
INVESTOR SERVICES
STATE STREET BANK AND TRUST COMPANY
P.O. BOX 8413
BOSTON, MA 02266-8413
FUND TRUSTEES
GARY L. CAPPS
JAMES E. CRABBE
RICHARD S. HUSON
LOUIS SCHERZER
BOB L. SMITH
CRAIG P. STUVLAND
RICHARD P. WOLLENBERG
WILLIAM W. WYATT, JR.
<PAGE>
------------------
CRABBE HUSON FUNDS
------------------
Crabbe Huson Special Fund, Inc.
Crabbe Huson Small Cap Fund
Crabbe Huson Real Estate Investment Fund
Crabbe Huson Equity Fund
Crabbe Huson Asset Allocation Fund
Crabbe Huson Oregon Tax-Free Fund
Crabbe Huson Income Fund
Crabbe Huson U.S. Government Income Fund
Crabbe Huson U.S. Government Money Market Fund
(collectively, the "Funds")
-----------------------------------
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------
March 1, 1997
This Statement of Additional Information is meant to be read in
conjunction with the combined Prospectus for the Primary Class of
Shares of the Funds, the combined Prospectus of the Institutional
Class of shares of the Crabbe Huson Small Cap Fund, the Crabbe Huson
Equity Fund and the Crabbe Huson Asset Allocation Fund, each
dated March 1, 1997, as amended or supplemented from time to
time, and is incorporated by reference in its entirety into those
Prospectuses. Because this Statement of Additional Information is not
itself a prospectus, no investment in shares of any of the Funds
should be made solely upon the information contained herein. Copies
of each Prospectus may be obtained by calling (800) 541-9732 or
writing the Funds at the Crabbe Huson Funds, P.O. Box 8413, Boston, MA
02266-8413.
<PAGE>
-----------------
TABLE OF CONTENTS
-----------------
Page
----
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
TRUSTEES, DIRECTORS AND OFFICERS OF THE FUNDS. . . . . . . . . . . . . . . . 3
SERVICES PROVIDED BY THE ADVISER . . . . . . . . . . . . . . . . . . . . . . 6
ADMINISTRATIVE SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES. . . . . . . . . . . . . 9
DISTRIBUTION PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
PORTFOLIO TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
INVESTMENT RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
LOANS OF PORTFOLIO SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . 36
PURCHASE AND REDEMPTION OF FUND SHARES . . . . . . . . . . . . . . . . . . . 37
U.S. GOVERNMENT MONEY MARKET FUND. . . . . . . . . . . . . . . . . . . . . . 37
PRICING OF SECURITIES BEING OFFERED. . . . . . . . . . . . . . . . . . . . . 38
YIELD AND PERFORMANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
DIVIDENDS, DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . . . . . . . . . 45
SPECIAL INVESTOR SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . 50
GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
COUNSEL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
CUSTODIAN, TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT. . . . . . . . . . . 53
ADDITIONAL INFORMATION REGARDING
CERTAIN INVESTMENTS BY THE FUNDS. . . . . . . . . . . . . . . . . . . . 54
SPECIAL INVESTMENT RISKS . . . . . . . . . . . . . . . . . . . . . . . . . . 55
FINANCIAL STATEMENTS (ATTACHED). . . . . . . . . . . . . . . . . . . . . . . 60
2
<PAGE>
------------
INTRODUCTION
------------
This Statement of Additional Information sets forth information
concerning the Funds, including information regarding the Funds' Primary
Class and the Institutional Class offered by certain Funds. Information
concerning each class is also set forth in the Prospectus for each class.
----------
MANAGEMENT
----------
The Trustees, Directors and officers of the Funds are listed below,
together with information about their principal business occupations during
the last five years.
TRUSTEES, DIRECTORS AND OFFICERS OF THE FUNDS
- ---------------------------------------------
RICHARD S. HUSON,* 57, is a Trustee or Director and President of each
----------------
of the Funds. Mr. Huson is a chartered financial analyst. Mr. Huson is a
director and Secretary of the Crabbe Huson Group, Inc., the Funds' Adviser (the
"Adviser"). Mr. Huson has, since 1980, served in various positions with the
Adviser, and is currently its Vice President/Secretary and is a portfolio
managers. His business address is 121 S.W. Morrison, Suite 1400, Portland,
Oregon 97204.
JAMES E. CRABBE,* 51, is a Trustee or Director and Vice President of each
---------------
of the Funds. He is a director and President of the Adviser. Mr. Crabbe has,
since 1980, served in various positions with the Adviser, and is currently it
President and a portfolio manager. His business address is 121 SW Morrison,
Suite 1400, Portland, Oregon 97204.
GARY L. CAPPS, 60, is a Trustee or Director of each of the Funds. Mr.
-------------
Capps has been the Executive Director of the Bend Chamber of Commerce since July
1992. Mr. Capps was the owner and Chief Executive Officer of ten radio stations
in Oregon, Idaho and Washington from 1964 until 1986. He has been a director of
Bank of the Cascades in Bend, Oregon since 1980, and has served as Chairman
since 1983. His business address is 63085 N. Hwy 97, Bend, Oregon 97701.
CHERYL BURGERMEISTER,* 45, is Treasurer of the Funds. Ms. Burgermeister
--------------------
has been employed by the Adviser for the past nine years, and has been the chief
financial officer of the Adviser since 1989. Ms. Burgermeister's business
address is 121 SW Morrison, Suite 1400, Portland, Oregon 97204. Ms.
- ------------------------------
*The persons indicated are "interested persons" of the Fund, as defined in the
Investment Company Act of 1940 (the "1940 Act") as amended. They receive no
trustees' or directors' fees or salaries from any of the Funds.
3
<PAGE>
Burgermeister is Treasurer of Crabbe Huson Securities, Inc., the Funds'
Distributor.
LOUIS SCHERZER, 76, is a Trustee or Director of each of the Funds. Mr.
--------------
Scherzer is an officer of Scherzer Partners, Inc., a real estate development
and management firm located at 5440 SW Westgate Drive, Suite 222, Portland,
Oregon 97221. Mr. Scherzer has been an independent real estate developer and
manager for more than 10 years.
BOB L. SMITH, 59, is a Trustee or Director of each of the Funds. Mr.
------------
Smith has been President of VIP's Industries since 1968, and has been a
Director of Western Security Bank since 1980, a Director of KeyCorp since
1988 and a Director of Blue Cross/Blue Shield of Oregon since 1984. His
business address is 280 Liberty Street S.E., Salem, Oregon 97301.
CRAIG P. STUVLAND,* 41, is a Trustee or Director and Secretary of each
-----------------
of the Funds. Mr. Stuvland has been employed by the Adviser since June,
1987; he is currently an Executive Vice President and a Director. Mr.
Stuvland's business address is 121 S.W. Morrison, Suite 1400, Portland,
Oregon 97204. Mr. Stuvland is President and a director of the Funds'
Distributor.
RICHARD P. WOLLENBERG, 81, is a Trustee or Director of each of the
---------------------
Funds. Mr. Wollenberg has been Chairman and Chief Executive Officer of
Longview Fibre Company since 1978, and a Trustee of Reed College since 1962.
His business address is Longview Fibre Company, P.O. Box 606, Longview,
Washington 98632.
WILLIAM WENDELL WYATT, JR., 46, is a Trustee or Director of each of the
-------------------------
Funds. Mr. Wyatt has been Chief of Staff, Office of the Governor, State of
Oregon, since April, 1995. From 1987 to 1995, he was President of the Oregon
Business Council. His business address is 254 State Capitol, Salem, Oregon
97310-0370.
All funds (other than the Special Fund) are separate series of Crabbe Huson
Funds, a Delaware Business Trust (the "Trust"). The Special Fund is an Oregon
corporation. In this Statement of Additional Information, a reference to
"Board" shall be to each Fund's Board of Trustees or Board of Directors, as the
case may be. For all Funds (other than the Special Fund), no annual or regular
meeting is required. Thus, there will not ordinarily be an annual shareholder's
meeting (including a meeting for the purpose of electing trustees) unless
holding a meeting is required by the Investment Company Act of 1940, as amended
(the "Act"), or unless a request to hold a meeting is properly made by at least
10 percent of the shareholders of the Trust if all shareholders of the Trust are
entitled to vote on the matter or 10 percent of the affected series or class of
a series if such vote is on a series by series or class by class basis.
4
<PAGE>
In the case of the Special Fund, the Board is elected annually by the Fund's
shareholders.
Each Fund's Board is responsible for the overall management of the Fund,
including general supervision and review of their investment policies and
activities. The Board of the Trust and the Board of the Special Fund elect
the officers who are responsible for supervising and administering the Funds'
day-to-day operations. The Funds have an audit committee that reviews the
auditor's report and management letters, reviews the terms of the auditor's
engagement and makes recommendations to the Boards concerning the terms of
the auditor's engagements. The audit committees currently consist of Messrs.
Scherzer, Smith and Wyatt.
COMPENSATION OF OFFICERS AND DIRECTORS
The following table sets forth compensation received by the
disinterested directors of the Funds during the fiscal year ended October 31,
1996. No officer of any of the Funds received compensation in excess of
$60,000.
COMPENSATION TABLE
------------------
<TABLE>
<CAPTION>
Total
Compensation
From Fund
Complex Paid
Aggregate Compensation from to Each
Name of Person, Position Fund, per Director Trustee/Director
- ------------------------ --------------------------- ----------------
<S> <C> <C>
Smith, Scherzer, Special Fund - $4,873 $11,719
Wyatt, Directors Real Estate Fund - $429
Equity Fund - $3,213
Asset Allocation Fund -$1,684
Oregon Tax-Free Fund - $517
Income Fund - $147
U.S. Government Income
Fund - $160
U.S. Government Money
Market Fund - $604
Small Cap Fund* - $92
Wollenberg, Capps, Special Fund - $4,818 $11,619
Directors Real Estate Fund - $128
Equity Fund - $3,184
Asset Allocation Fund - $1,675
Oregon Tax-Free Fund - $515
Income Fund - $147
U.S. Government Income
Fund - $159
U.S. Government Money Fund - $601
Small Cap Fund* - $92
* The Small Cap fund commenced operations February 20, 1996.
</TABLE>
5
<PAGE>
The Funds also reimburse trustees/directors' expenses for attending
shareholder and director meetings for directors who are not officers,
directors, or employees of the Adviser or the Distributor.
See "Control Persons and Principal Holders of Securities" in this
Statement of Additional Information.
--------------------------------
SERVICES PROVIDED BY THE ADVISER
--------------------------------
Each Fund employs the Adviser to furnish investment advice and other
services pursuant to advisory agreements (the "Advisory Agreements"). The
Adviser was incorporated in 1980 and has been engaged in the business of
providing investment advice since July 1, 1980. The address of the Adviser
is 121 SW Morrison, Suite 1400, Portland, Oregon 97204, mailing address:
P.O. Box 6559, Portland, Oregon 97228-6559. Crabbe Huson Securities, Inc.,
the Distributor of the Funds, is affiliated with the Adviser.
James E. Crabbe and Richard S. Huson are controlling shareholders of the
Adviser and together own 100% of the stock of the Distributor of the Funds.
James E. Crabbe and Richard S. Huson are primarily responsible for the
day-to-day management of the Adviser. Mr. Crabbe is President and a Director
of the Adviser and Mr. Huson is Vice President/Secretary and a Director. Mr.
Crabbe and Mr. Huson have been primarily responsible since the inception of
the Adviser. Both Mr. Crabbe and Mr. Huson have served in various management
positions with the Adviser since 1980.
In respect to the Primary Class, the Adviser may, from time to time,
voluntarily waive its fee and or reimburse each Fund for certain expenses
incurred by the Fund. While the Adviser has in the past and may in the
future determine to waive its fee and/or reimburse Fund expenses, it is not
obligated to waive fees and/or reimburse expenses. For the fiscal year
ending October 31, 1997, the Adviser has agreed to waive its fee or reimburse
expenses of all Institutional class shares so that total Fund operating
expenses will not exceed 1.00%. Even in the event of discontinuance of this
agreement, the Funds may still be subject to the laws of certain states,
which require that if a mutual fund's expenses (including advisory fees but
excluding interest, taxes, brokerage commissions and extraordinary expenses)
exceed certain percentages of average net assets, the Fund must be reimbursed
for such excess expenses.
Under the Advisory Agreements, the Adviser determines the structure of the
Funds' portfolios, the nature and timing of the changes in it, and the manner of
implementing such changes (subject to any directions it may receive from the
Funds' Board); provides the Funds with investment advisory
6
<PAGE>
research and related services for the investment of assets; furnishes
(without expense to the Funds) the services of such members of its
organization as may be duly elected officers or directors of the Funds; and
pays all executive officers' salaries and expenses. Additional information
about the services provided by the Adviser is described under "MANAGEMENT OF
THE FUNDS" in the Prospectus.
As compensation for its services under the Advisory Agreements, the Adviser
receives a bi-monthly fee based on the annual schedule of fees outlined in the
Prospectus. For the year ended October 31, 1993, the Funds paid the following
investment advisory fees to the Adviser:
For the year ended October 31, 1994, the Funds paid the following
investment advisory fees to the Adviser:
Amount
Fee Waived Total
--- ------ -----
Special Fund $ 963,723 $ 85,038 $878,685
Real Estate Fund 94,916 50,426 44,490
Equity Fund 782,419 68,033 714,386
Asset Allocation Fund 1,034,183 53,227 980,956
Oregon Tax-Free Fund 152,868 31,708 121,160
Income Fund 43,957 43,957 -0-
U.S. Government
Income Fund 51,245 51,245 -0-
U.S. Government
Money Market Fund 107,853 107,853 -0-
For the year ended October 31, 1995, the Funds paid the following
investment advisory fees to the Adviser:
7
<PAGE>
Amount
Fee Waived Total
--- ------ -----
Special Fund $5,398,048 $ 697 $5,397,351
Real Estate Fund 190,619 75,190 115,429
Equity Fund 2,471,465 -0- 2,471,465
Asset Allocation Fund 1,183,215 14,567 1,168,648
Oregon Tax-Free Fund 134,042 20,866 113,176
Income Fund 49,011 49,011 -0-
U.S. Government
Income Fund 43,576 43,576 -0-
U.S. Government
Money Market Fund 253,198 230,305 22,893
For the Fiscal year ending October 31, 1996, the Funds paid the
following advisory fees to the adviser:
Amount Total
Fee Waived Paid
--- ------ -----
Special Fund $5,875,652 $ -0- $5,875,652
Small Cap Fund 65,919 55,021 10,898
Real Estate Fund 165,296 63,060 102,236
Equity Fund 4,034,763 2,054 4,032,709
Asset Allocation Fund 1,354,693 410 1,354,283
Oregon Tax-Free Fund 139,050 15,468 123,582
Income Fund 44,954 44,954 -0-
U.S. Government
Income Fund 40,823 40,823 -0-
U.S. Government
Money Market Fund 234,178 169,200 64,978
The Real Estate Fund entered into a subadvisory agreement with Aldrich
Eastman Waltch, L.P. and the Adviser on September 6, 1995. The Adviser pays
to Adlrich Eastman Waltch, L.P. a portion of its Fee. In the years ending
October 31, 1995 and 1996, the Adviser paid advisory fees of $12,497 and
$62,591, respectively, to Aldrich Eastman Waltch, L.P. This Subadvisory
Agreement was terminated and the Real Estate Fund and the Adviser entered
into a new subadvisory agreement with AEW Capital Management, L.P., a
successor to Aldrich Eastman Waltch, L.P., on terms substantially similar to
the prior Subadvisory Agreement.
-----------------------
ADMINISTRATIVE SERVICES
-----------------------
State Street Bank and Trust Company has been hired by the Funds to
provide a number of administrative and compliance services to the Funds,
including maintenance of certain Fund books and records, preparation of Fund
tax returns, expense allocation and payment of expenses, preparation of
reports to shareholders, preparation of Fund financial statements,
preparation of reports to the directors of the Funds, maintaining state
registration of Fund shares, and monitoring compliance with investment
restrictions and Internal Revenue Code requirements for registered investment
company status. The Funds paid State Street Bank and Trust Company the
following fees under the Administration Agreement during the fiscal year
ended October 31, 1995 and 1996:
1995 1996
---- ----
Special Fund $ 62,430 $298,310
Small Cap Fund(1) $ -0- $ 1,886
Equity Fund $ 26,144 $168,061
Asset Allocation Fund $ 9,297 $ 53,497
Real Estate Fund $ 1,353 $ 6,402
Oregon Tax-Free Fund $ 1,889 $ 10,545
Income Fund $ 482 $ 2,363
U.S. Government Income Fund $ 569 $ 3,088
U.S. Government Money Market Fund $ 3,767 $ 18,354
-------- --------
Total: $105,935 $562,506
(1) The Small Cap Fund did not commence operations until February
20, 1996.
Additionally, the Adviser receives a fee for certain shareholder liaison
services it provides to the Funds, including responding to shareholder
inquiries, providing information on shareholder investments and performing
certain clerical tasks. In the last three years, for such services, the
Adviser has been paid by the Funds $100,000 a year. The Funds paid their pro
rata share of such fee based upon their net asset value.
8
<PAGE>
---------------------------------------------------
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
---------------------------------------------------
The following table shows, as of February 7, 1997, the persons known by
the Funds to beneficially own 5% or more of the outstanding securities of any
of the Funds. Those shareholders marked with an asterisk are nominees
holding shares for beneficial owners and the Funds have no record concerning
the actual beneficial owners. The Crabbe Huson Oregon Tax-Free Fund has no
shareholders of record owning more than 5% of the outstanding shares of that
Fund. As of February 7, 1997, the trustee, directors and officers of the
Funds (other than the Money Market Fund) owned in the aggregate less than 1%
of each Fund's outstanding shares.
SPECIAL FUND
<TABLE>
<CAPTION>
Approximate Approximate
Number of Shares Percent of
Beneficial Owners Beneficially Owned Shares
- ----------------- ------------------ -----------
<S> <C> <C>
Charles Schwab 7,707,067 28%
& Co. Inc.*
Special Custody A/C
Attn: Mutual Funds
101 Montgomery Street
San Francisco, California 94104-4122
National Financial 1,488,516 5%
Services Corp.*
Attn: Mutual Funds
200 Liberty Street, 5th Floor
One World Financial Center
New York, New York 10281-0095
</TABLE>
9
<PAGE>
SMALL CAP FUND (PRIMARY CLASS)
<TABLE>
<CAPTION>
Approximate Approximate
Number of Shares Percent of
Beneficial Owners Beneficially Owned Shares
- ----------------- ------------------ -----------
<S> <C> <C>
Enele Co.* 437,087 26%
Dividend Reinvestment
1211 S.W. Fifth Avenue, Suite 1900
Portland, Oregon 97204-3713
Colorado National Bank of 187,279 11%
Denver C/F ILIFF School
of Theology*
Mutual Funds a/c 89589810
P.O. Box 64010
St. Paul, Minnesota 55164-0010
Charles Schwab & Co., Inc.* 92,867 5%
Special Custody A/C for
Benefit Cust.
Attn: Mutual Funds
101 Montgomery Street
San Francisco, California 94104-4122
</TABLE>
SMALL CAP FUND (INSTITUTIONAL)
<TABLE>
<CAPTION>
Approximate Approximate
Number of Shares Percent of
Beneficial Owners Beneficially Owned Shares
- ----------------- ------------------ -----------
<S> <C> <C>
Enele & Co.* 1,316,781 71%
Dividend Reinvestment
121 S.W. Morrison, Suite 1450
Portland, Oregon 97204-3144
Metrowest Health, Inc. 271,109 14%
161 Worcester Road, Suite 304
Framingham, MA 01710-5300
The Northern Trust Company, 139,490 7%
Trustee
Bandag, Inc., Master
Retirement Trust
D/T/D 05-20-1993
P.O. Box 92956 DV2272303
Chicago, Illinois 60675-2956
</TABLE>
10
<PAGE>
REAL ESTATE INVESTMENT FUND
<TABLE>
<CAPTION>
Approximate Approximate
Number of Shares Percent of
Beneficial Owners Beneficially Owned Shares
- ----------------- ------------------ -----------
<S> <C> <C>
Charles Schwab & Co., Inc.* 1,530,813 51%
Special Custody A/C for
Benefit CU
Attn: Mutual Funds
101 Montgomery Street
San Francisco, California 94104-4122
Enele Co.* 475,340 16%
Dividend Reinvestment
1211 S.W. Fifth Avenue, Suite 1900
Portland, Oregon 97204
National Financial Services 177,651 6%
Corp.*
FBO Our Customers
Attn: Mutual Funds
200 Libery Street, 5th Floor
One World Financial Center
New York, New York 10281-0095
</TABLE>
EQUITY FUND
<TABLE>
<CAPTION>
Approximate Approximate
Number of Shares Percent of
Beneficial Owners Beneficially Owned Shares
- ----------------- ------------------ -----------
<S> <C> <C>
Charles Schwab 5,739,238 28%
& Co., Inc.*
Special Custody A/C
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94101-4122
National Financial Services 1,092,131 5%
Corp.*
FBO Our Customers
Attn: Mutual Funds
200 Liberty Street, 5th Floor
One World Financial Center
New York, New York 10281-0095
</TABLE>
11
<PAGE>
EQUITY FUND (INSTITUTIONAL CLASS)
<TABLE>
<CAPTION>
Approximate Approximate
Number of Shares Percent of
Beneficial Owners Beneficially Owned Shares
- ----------------- ------------------ -----------
<S> <C> <C>
IBEW Local 76 902,237 72%
Retirement Trust
c/o Employee Benefit
Administration
Leroy T. Hare, Trustee
3400 188th Street West
Lynnwood, Washington 98037-4747
Wells Fargo Bank NA 265,697 21%
Trust and Investment Services
Plan Account #075560
Calabasas, CA 91372-0800
</TABLE>
ASSET ALLOCATION FUND
<TABLE>
<CAPTION>
Approximate Approximate
Number of Shares Percent of
Beneficial Owners Beneficially Owned Shares
- ----------------- ------------------ -----------
<S> <C> <C>
Enele & Co.* 823,803 9%
Cash Dividend Account
121 S.W. Morrison
Suite 1450
Portland, Oregon 97204-3144
Enele Co.* 470,189 5%
Dividend Reinvestment
1211 S.W. Fifth Avenue, Suite 1900
Portland, Oregon 97204-3713
</TABLE>
ASSET ALLOCATION FUND (INSTITUTIONAL CLASS)
<TABLE>
<CAPTION>
Approximate Approximate
Number of Shares Percent of
Beneficial Owners Beneficially Owned Shares
- ----------------- ------------------ -----------
<S> <C> <C>
IBEW Local 76 935,120 71%
Retirement Trust*
c/o Employee Benefit
Administrators
Leroy T. Hare, Trustee
3400 188th Street West
Lynnwood, Washington 98037
</TABLE>
12
<PAGE>
<TABLE>
<S> <C> <C>
The Harvey Samulson 197,096 15%
Scholarship Fund
c/o National Bank of Alaska
6831 Arctic Blvd., 2nd Floor
Anchorage, Alaska 99518-2145
State Street Bank and 108,779 8%
Trust Company
Cust. for the Rollover
IRA of Ira L. Lowe
35731 Camp Creek
Springfield, Oregon 97748
Mary H. Stevenson 71,869 5%
c/o Nohonani
Lower Honocipiilani Road
Lahaina, Hawaii 96761
</TABLE>
INCOME FUND
<TABLE>
<CAPTION>
Approximate Approximate
Number of Shares Percent of
Beneficial Owners Beneficially Owned Shares
- ----------------- ------------------ -----------
<S> <C> <C>
Enele & Co.* 40,255 11%
Dividend Reinvestment
1211 S.W. Fifth Avenue, Suite 1900
Portland, Oregon 97204-3713
Klamath Medical Service Bureau* 39,420 10%
2500 Daggett Street
P.O. Box 5016
Klamath Falls, Oregon 97601
Enele Co.* 38,738 10%
FBO Wealthtrack Operations
Attn: Wealthtrack Opers.
1211 S.W. Fifth Avenue, Suite 1900
Portland, Oregon 97204-3713
Enele Co.* 34,599 9%
Cash Dividend Acct.
1211 S.W. Fifth Avenue, Suite 1900
Portland, Oregon 97204-3713
</TABLE>
13
<PAGE>
U.S. GOVERNMENT INCOME FUND
<TABLE>
<CAPTION>
Approximate Approximate
Number of Shares Percent of
Beneficial Owners Beneficially Owned Shares
- ----------------- ------------------ -----------
<S> <C> <C>
Enele Co.* 128,371 18%
Cash Dividend Acct.
1211 S.W. Fifth Avenue, Suite 1900
Portland, Oregon 97204-3713
Enele Co. C/F* 87,249 12%
Dividend Reinvestment
121 S.W. Morrison
Suite 1450
Portland, Oregon 97204
Enele Co.* 57,514 8%
FBO Wealthtrack Operations
Attn: Wealthtrack Opers.
1211 S.W. Fifth Avenue, Suite 1900
Portland, Oregon 97204-3713
State Street Bank and Trust Co. 54,607 7%
C/F Beverly M. Hodge
369 Kubli Road
Grants Pass, Oregon 97527
Klamath Medical Service 54,564 7%
Bureau
2500 Daggett Street
P.O. Box 5016
Klamath Falls, Oregon 97601
Tillamook County 41,537 6%
Smoker, Inc.
P.O. Box 3120
Bay City, Oregon 97107-9708
State Street Bank and Trust Co. 36,030 5%
C/F Donald B. McKillop R/O IRA
2405 Crestmont Circle S.
Salem, Oregon 97302-3664
</TABLE>
14
<PAGE>
U.S. GOVERNMENT MONEY MARKET FUND
<TABLE>
<CAPTION>
Approximate Approximate
Number of Shares Percent of
Beneficial Owners Beneficially Owned Shares
- ----------------- ------------------ -----------
<S> <C> <C>
Enele Co.* 8,380,106 26%
c/o Pacific Northwest
Trust Company
121 S.W. Morrison
Suite 1450
Portland, Oregon 97204-3144
Officers and Directors 562,553 1.7%
as a Group
</TABLE>
-----------------
DISTRIBUTION PLAN
-----------------
The Primary Class of each of the Funds and the Special Fund have adopted a
Rule 12b-1 Plan under the Investment Company Act of 1940 (the "1940 Act").
Under Rule 12b-1, any payments made by the Funds in connection with financing
the distribution of their shares may only be made pursuant to a written plan
describing all aspects of the proposed financing of distribution, and also
requires that all agreements with any person relating to the implementation of
the plan must be in writing. Because some of the payments described below to
be made by the Funds are distribution expenses within the meaning of Rule
12b-1, the Funds have entered into distribution agreements with Crabbe Huson
Securities, Inc. (the "Distributor") that provides for certain payments to the
Distributor pursuant to a distribution plan (the "Plan") adopted in accordance
with such Rule.
Rule 12b-1 requires that the Plan be approved by a majority of each
Fund's outstanding Primary Class shares, or, in the case of the Special Fund,
the Special Fund's outstanding shares, and requires that the Plan, together
with any related agreements, be approved by a vote of the Trustees/Directors
of the Funds who are not interested persons of the Funds and who have no
direct or indirect financial interest in the operation of the Plan or in the
agreements related to the Plan, cast in person at a meeting called for the
purpose of voting on such plan or agreement. The Plan and any agreement
related to it must provide, in substance:
(a) that it shall continue in effect for a period of more
than one year from the date of its execution or adoption only
so long as such continuance is specifically approved at least
annually in the manner described in the Rule;
(b) that any person authorized to direct the disposition
of moneys paid or payable by the Funds pursuant to the Plan or
any related agreement shall provide to the Funds' Board of
Trustees/Directors, and the Trustees/Directors shall review, at
least quarterly, a written report of the amounts so expended
and the purposes for which such expenditures were made; and
(c) in the case of the Plan, that it may be terminated at
any time by a vote of a majority of the members of the Board of
Trustees/Directors of the Fund who are not interested persons
of the Fund and who have no Direct or indirect financial
interest in the operation of the Plan or in any agreements
related to the Plan, or by a vote of a majority of the
outstanding Primary Class voting securities of a Fund.
The Plan may not be amended to increase materially the amount
to be spent for distribution without shareholder approval, and all material
amendments to the Plan must be approved in the manner described in the Rule.
15
<PAGE>
The Funds may rely upon Rule 12b-1 only if the selection and nomination
of the Funds' disinterested Trustees/Directors is committed to the discretion
of the disinterested Trustees/Directors. Each Fund may implement or continue
a plan pursuant to Rule 12b-1 only if the Trustee/Directors who vote to
approve such implementation or continuation conclude, in the exercise of
reasonable business judgment and in light of their fiduciary duties under
state law, and under Sections 36(a) and (b) of the 1940 Act, that there is a
reasonable likelihood that the plan will benefit the Fund and its
shareholders. The Board of Trustees and the Board of Directors have concluded
that there is a reasonable likelihood that a distribution plan will benefit
each Fund.
Pursuant to the provisions of the Plan, each participating Fund may pay
up to .25% of the average daily net assets of its Primary Class to the
Distributor to reimburse the Distributor for actual expenses incurred in the
distribution and promotion of such Fund's shares.
Expenses for which the Distributor will be reimbursed under the Plan
include, but are not limited to, expenses incurred in the printing of
prospectuses and statements of additional information for persons other than
then-current shareholders, expenses related to preparation and printing of
sales literature, and other distribution-related expenses. Compensation will
be paid out as incurred, on a monthly basis, to the Distributor, and to
broker-dealers, investment advisers, and other financial institutions that
have entered into sales agreements with the Distributor to actively promote
the sale of the Funds shares, and may be paid to investment executives of the
Distributor.
Pursuant to Rule 12b-1 of the Plan, the Funds have entered into
distribution agreements with the Distributor. These agreements obligate the
Distributor to pay certain expenses in connection with the offering of shares
of the Funds, including expenses related to the printing of prospectuses and
statements of additional information, the preparation and printing of sales
literature, and other distribution-related expenses. Shares of the Funds are
offered continuously to the public by the Distributor and broker-dealers who
enter into sales agreements with the Distributor.
During the fiscal year ended October 31, 1996, the Funds paid the
following amounts under the Funds' 12b-1 plan:
16
<PAGE>
<TABLE>
<CAPTION>
Printing/Mailing Broker/Dealer Salesperson
Fund Total Advertising Prospectus Payments Payments Other*
---- ----- ----------- ---------------- ------------ ----------- ------
<S> <C> <C> <C> <C> <C> <C>
Special Fund $1,531,618 $103,690 $189,461 $1,050,077 $45,029 $143,359
Small Cap $ 16,262 $ 2,157 $ 11,339 $ 1,603 $ 128 $ 1,034
Fund
Real Estate
Fund $ 41,318 $ 5,916 $ 12,783 $ 19,270 $ 144 $ 3,202
Equity Fund $1,141,724 $ 93,849 $211,903 $652,381 $38,932 $144,656
Asset $ 354,270 $ 14,702 $ 38,402 $273,709 $ 425 $ 27,030
Allocation
Fund
Oregon Tax- $ 59,619 $ 4,352 $ 10,027 $ 37,452 $ 1,550 $ 6,236
Free Fund
Income Fund $ 14,984 $ 1,246 $ 4,087 $ 7,057 $ 1.00 $ 2,590
U.S. $ 18,315 $ 1,234 $ 3,915 $ 10,410 $ 1.00 $ 2,754
Government
Income Fund
U.S. $ 76,367 $ 7,499 $ 22,192 $ 27,545 $ 3,314 $ 15,807
Government
Money Market
Fund
</TABLE>
* This category consists of miscellaneous expenses incurred in promoting the
Funds' shares, including salary expenses, NASD Fees and miscellaneous office
expenses.
----------------------
PORTFOLIO TRANSACTIONS
----------------------
GENERAL CONSIDERATIONS
- ----------------------
The Adviser is responsible for decisions to buy and sell securities for
the Funds, the selection of brokers and dealers to effect the transactions
and the negotiation of brokerage commissions, if any. Purchases and sales of
securities on a securities exchange are effected through brokers who charge a
negotiated commission for their services. Orders may be directed to any
broker. If the Adviser grants investment management authority to a
sub-adviser, the sub-advisers are authorized to place orders for the purchase
and sale of portfolio securities, and will do so in accordance with the
policies described below.
In the over-the-counter market, debt securities are generally traded on
a "net" basis with dealers acting as principal for their own accounts without
a stated commission, although the price of a security usually includes a
profit to the dealer. A Fund may also pay a mark-up (sometimes referred to
as a dealer's "turn") in principal transactions and in transactions in the
over-the-counter market. In underwritten offerings, securities are purchased
at a fixed price which includes an amount of compensation to the underwriter,
generally referred to as the underwriter's concession or discount. On
occasion, certain money market instruments may be purchased directly from an
issuer, in which case no commissions or discounts are paid.
17
<PAGE>
The primary considerations in the selection of a broker or dealer for
portfolio transactions, subject to applicable limitations of the federal
securities laws, are (1) the availability of the desired security, (2) the
prompt execution of orders in an effective manner at the most favorable
prices, (3) the financial condition of the broker-dealer firm and (4)
arrangements for payment of Fund expenses. Subject to those considerations,
dealers that provide supplemental investment research and statistical or
other services to the Adviser may receive orders for portfolio transactions
by the Funds. Such services may include advice concerning the value of
securities; the advisability of purchasing or selling securities; the
availability of securities; purchasers or sellers of securities; and the
furnishing of analysis and reports concerning industries, economic facts and
trends, and portfolio strategies. There is no formula for such allocation.
The research information received from brokers or dealers may or may not be
useful to the Funds and the Adviser in a number of ways. The information may
be in written form or may be obtained through direct contact with
individuals, and may include information on particular issuers as well as
market and general economic information. The Adviser will not be deemed to
have breached its obligations to the Funds solely by reason of having caused
the Funds to pay a broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission another broker
or dealer could have charged for effecting that transaction, if the Adviser
has determined in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided to the
Funds and to other accounts of the Adviser.
In addition to placing the Funds' brokerage business with firms that
provide the above research, market and statistical services to the Adviser,
the Funds' brokerage business may also be placed with firms that agree to pay
a portion of certain Fund expenses, consistent with achieving the best price
and execution. On November 29, 1995, the Special, Equity, Asset Allocation
and Real Estate Funds entered into an arrangement with State Street Brokerage
Services, Inc. ("SSBSI"), in which these Funds will receive credits to offset
transfer agency, administration and accounting fees by using SSBSI in their
portfolio transactions. For the fiscal year ending October 31, 1996, the
Special Fund, Equity Fund and Asset Allocation Fund received credits of
$34,032, $51,160 and $10,601, respectively.
18
<PAGE>
In the fiscal year ended October 31, 1994, the Special Fund paid
$766,879, the Equity Fund paid $444,904, the Asset Allocation Fund paid
$309,181, the Income Fund paid $3,407, the U.S. Government Income Fund paid
$318, and the Real Estate Fund paid $71,851 in brokerage commissions. None
of these commissions were paid to the Funds' Distributor. The Oregon
Tax-Free Fund and the U.S. Government Money Market Fund did not pay any
brokerage commissions in the year ended October 31, 1994, as these Funds
executed all portfolio transactions on a principal basis. Of the commissions
paid in the fiscal year ending October 31, 1994 the Special Fund paid
$550,799, the Equity Fund paid $253,908, the Asset Allocation Fund paid
$183,915, and the Real Estate Fund paid $60,795 in commissions as a result of
research provided by the brokers. None of the other Funds directed brokerage
on the basis of research provided by a broker. The Small Cap Fund began
operations in 1996.
In the fiscal year ended October 31, 1995, the Special Fund paid
$4,610,652, the Equity Fund paid $1,228,492, the Asset Allocation Fund paid
$279,948, the Income Fund paid $416, the U.S. Government Fund paid $144, and
the Real Estate Fund paid $60,139 in brokerage commissions. None of these
commissions were paid to the Funds' Distributor. The Oregon Tax-Free Fund
and the U.S. Government Money Market Fund did not pay any brokerage
commissions in the year ended October 31, 1995, as these Funds executed all
portfolio transactions on a principal basis. Of the commissions paid in the
fiscal year ending October 31, 1995, the Special Fund paid $1,594,562, the
Equity Fund paid $754,846, the Asset Allocation Fund paid $180,671, and the
Real Estate Fund paid $44,614 in commissions as a result of research provided
by the brokers. None of the other Funds directed brokerage on the basis of
research provided by a broker. The Small Cap Fund began operations in 1996.
For the fiscal year ended October 31, 1996, the Special Fund paid
$1,973,393, the Small Cap Fund paid $49,126, the Equity Fund paid $1,891,778,
the Asset Allocation Fund paid $356,194 and the Real Estate Investment Fund
paid $101,225 in brokerage commissions. None of these commissions were paid
to the Funds' Distributor. The Oregon Tax-Free Fund, the Income Fund, the
U.S. Government Income Fund and the U.S. Government Money Market Fund did not
pay any brokerage commissions in the fiscal year ended October 31, 1996. Of
the commissions paid in the fiscal year ended October 31, 1996, the Special
Fund paid $653,329, the Equity Fund paid $1,325,587, the Asset Allocation
Fund paid $252,090, the Small Cap Fund paid $12,592 and the Real Estate Fund
paid $83,773 in commissions as a result of research provided by the brokers.
Under the 1940 Act, persons affiliated with the Funds are prohibited
from dealing with the Funds as principals in the purchase or sale of
securities. The Funds or broker-dealers affiliated with the Adviser will not
deal with affiliated parties, including the Distributor, in connection with
principal transactions.
The SEC has the authority to issue and amend regulations involving
transactions with affiliates of the Funds. The Funds' Boards of
Trustees/Directors will review all transactions with affiliates at least
quarterly and determine the overall reasonableness of any brokerage
commissions paid.
Even though investment decisions for the Funds are made independently from
those of the other accounts managed by the Adviser or its affiliates, securities
of the same issuer may
19
<PAGE>
be purchased, held, or sold by the Funds and the other accounts, because the
same security may be suitable for all of them. When the Funds and such other
accounts are simultaneously engaged in purchase or sale of the same security,
efforts will be made to allocate price and amounts in an equitable manner.
In some cases, this procedure may adversely affect the price paid or received
by the Funds or the size of the position purchased or sold by the Funds.
PORTFOLIO TURNOVER
- ------------------
The Funds generally do not trade in securities with the goal of
obtaining short-term profits, but when circumstances warrant, securities will
be sold without regard to the length of time the security has been held.
The Funds anticipate that, except in periods of unusual market
conditions, their annual portfolio turnover rate (the lesser of purchase or
sales of portfolio securities for the year divided by the monthly average of
the value of the portfolio securities owned by the Funds during the year)
will generally range between 20% and 150%, although Funds with smaller
portfolios may have portfolio turnover in excess of this range. However, the
rate of turnover will not be a limiting factor when the Funds deem it
desirable to purchase or sell securities. A higher portfolio turnover rate
may involve correspondingly greater transaction costs, which would be borne
directly by the Funds, as well as additional realized gains and/or losses to
shareholders. The portfolio turnover rates are shown in the financial
statements which are part of this Statement of Additional Information.
--------------------------------------------
INVESTMENT RESTRICTIONS/FUNDAMENTAL POLICIES
--------------------------------------------
The investment restrictions described below and in the Prospectus have
been adopted by the Funds as fundamental investment policies. These
fundamental investment policies may not be changed without the approval of
the holders of the lesser of a majority of a Fund's outstanding shares or 67%
of the shares represented at a meeting of shareholders at which the holders
of more than 50% of the shares are represented.
If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage beyond the specified limit resulting
from a change in values of assets will not be considered a violation of the
investment restrictions relating to purchases of portfolio securities.
Each Fund, except the Special Fund and the Small Cap Fund, is prohibited
from purchasing securities when the total borrowings of that Fund exceed 5%
of its total assets.
The Special, Small Cap, Real Estate, Equity, Asset Allocation, Income and
the U.S. Government Income Funds are
20
<PAGE>
each prohibited from investing more than 20% of its total assets in fixed
income securities, including convertible stock, that are rated less than
Moody's Baa or S&P BBB, or in commercial paper that is rated less than B-1 by
Moody's or A- by S&P; not more than 5% of each of these Fund's total assets
may be invested in fixed income securities that are unrated. Securities rated
below the fourth highest grade and unrated fixed income securities have
speculative characteristics and additional risks. These are described in
"SPECIAL RISK FACTORS TO BE CONSIDERED" in the Prospectus. The Real Estate
Fund may not invest in securities unrated or rated below the fourth highest
grade. The Oregon Tax-Free Fund may invest in securities rated in the fourth
highest category and above and in unrated securities the Adviser believes to
be similar in investment quality to securities rated in the fourth category
and above.
SPECIAL FUND
- ------------
EQUITY FUND
- -----------
ASSET ALLOCATION FUND
- ---------------------
These Funds may not:
1. Invest an amount that exceeds 5% of the value of a Fund's total
assets in the securities of any one issuer. This restriction
does not apply to holdings of U.S. Government securities.
2. Invest more than 25% of their total assets in any one industry.
This restriction does not apply to holdings of U.S. Government
securities.
3. Issue any senior securities, as defined in the 1940 Act.
4. Purchase the securities of any issuer for the purpose of
exercising control of management, and a Fund may not acquire or
own more than 10% of any class of the securities of any issuer.
5. Sell securities short, except in the case of the Special Fund, as
permitted in the Prospectus.
6. Invest in any security that would subject a Fund to unlimited
liability, although the Special Fund may sell securities short
and the Special, Equity and Asset Allocation may invest in
interest rate and stock market futures.
21
<PAGE>
7. Underwrite the securities of other issuers or invest more than
10% of net assets in illiquid securities, such as repurchase
agreements with a maturity in excess of seven days.
Notwithstanding the above, these Funds may not invest in
restricted securities (including, but not limited to, nonpublicly
traded debt securities).
8. Invest in securities of other investment companies, except as set
forth in the Statement of Additional Information under
"SECURITIES OF OTHER INVESTMENT COMPANIES."
9. Purchase securities on margin.
10. Write uncovered put or uncovered call options.
11. Purchase portfolio securities from or sell securities directly to
any of a Fund's, or the Adviser's, officers, directors, or
employees as a principal for their own account.
12. Purchase or sell commodities or commodity contracts (stock index
and interest rate futures will not be considered commodity
contracts).
13. Purchase or sell real estate or real estate mortgages, provided
that the Fund may invest in marketable securities, such as
obligations of the Government National Mortgage Association, that
are secured by real estate or interests therein or are issued by
companies which invest in real estate or interests therein, such
as publicly traded real estate investment trusts.
14. Purchase or sell interests in oil, gas, or other mineral
exploration or development programs.
15. Lend portfolio securities, except as described in the Statement
of Additional Information under "LOANS OF PORTFOLIO SECURITIES."
16. Make loans to other persons, provided that, for purposes of this
restriction, the acquisition of bonds, debentures, or other
corporate debt securities and investment in government
obligations, short-term commercial paper, certificates of
deposit, bankers' acceptances, and repurchase agreements will not
be deemed to be the making of a loan.
22
<PAGE>
17. Borrow money, except in the case of an emergency or as set forth
in the Funds' Prospectus. In no case will a Fund's borrowing
exceed one-third of the value of a Fund's total assets
immediately after any such borrowing. If, for any reason, the
current value of a Fund's total assets falls below an amount
equal to three times the amount of its indebtedness for money
borrowed, a Fund will, within three days (not including
Saturdays, Sundays and holidays), reduce its indebtedness to the
extent necessary to satisfy the one-third test.
18. Invest more than 10% of a Fund's total assets in put or call
options.
19. Invest more than 35% of a Fund's total assets in foreign
securities.
20. Invest more than 10% of a Fund's total assets in stock index
futures.
21. Invest more than 10% of its total assets in interest rate futures
contracts.
SMALL CAP FUND
- --------------
The Fund may not:
1. Invest an amount that exceeds 5% of the value of the Fund's total
assets in the securities of any one issuer. This restriction
does not apply to holdings of U.S. Government securities.
2. Invest more than 25% of its total assets in any one industry.
This restriction does not apply to holdings of U.S. Government
securities.
3. Issue any senior securities, as defined in the 1940 Act.
4. Purchase the securities of any issuer for the purpose of
exercising control of management, and a Fund may not acquire or
own more than 10% of any class of the securities of any issuer.
5. Invest in any security that would subject the Fund to unlimited
liability, although the Fund may invest in interest rate and
stock market futures.
23
<PAGE>
6. Underwrite the securities of other issuers.
7. Invest more than 5% of its total assets in a combination of
illiquid securities and securities of issuers, including their
predecessors, which have been in existence less than three years.
8. Invest in securities of other investment companies, except as set
forth in the Statement of Additional Information under
"SECURITIES OF OTHER INVESTMENT COMPANIES."
9. Purchase securities on margin.
10. Write uncovered put or uncovered call options.
11. Purchase portfolio securities from or sell securities directly to
any of a Fund's or the Adviser's, officers, directors, or
employees as a principal for their own account.
12. Purchase or sell commodities or commodity contracts (stock index
and interest rate futures will not be considered commodity
contracts).
13. Purchase or sell real estate or real estate mortgages, provided
that the Fund may invest in marketable securities, such as
obligations of the Government National Mortgage Association, that
are secured by real estate or interests therein or are issued by
companies which invest in real estate or interests therein, such
as publicly traded real estate investment trusts.
14. Purchase or sell interests in oil, gas, or other mineral
exploration or development programs.
15. Lend portfolio securities, except as described in the Statement
of Additional Information under "LOANS OF PORTFOLIO SECURITIES."
16. Make loans to other persons, provided that, for purposes of this
restriction, the acquisition of bonds, debentures, or other
corporate debt securities and investment in government
obligations, short-term commercial paper, certificates of deposit
and bankers' acceptances will not be deemed to be the making of a
loan.
24
<PAGE>
17. Borrow money, except as set forth in the Fund's Prospectus. In
no case will borrowing exceed one-third of the value of the
Fund's total assets immediately after any such borrowing. If,
for any reason, the current value of the Fund's total assets
falls below an amount equal to three times the amount of its
indebtedness for money borrowed, the Fund will, within three days
(not including Saturdays, Sundays and holidays), reduce its
indebtedness to the extent necessary to satisfy the one-third
test.
18. Invest more than 10% of the Fund's total assets in put or call
options.
19. Invest more than 35% of the Fund's total assets in foreign
securities.
20. Invest more than 10% of the Fund's total assets in any
combination of stock index futures and interest rate futures
contracts.
21. Sell securities short, unless such sales are made "against the
box."
22. Purchase or retain the securities of any issuer if the officers
or trustees of the Fund, its advisers or managers, owning
beneficially more than one-half of 1% of the securities of an
issuer together own beneficially more than 5% of the securities
of that issuer.
REAL ESTATE INVESTMENT FUND
- ---------------------------
This Fund may not:
1. With respect to at least 75% of the Fund's total assets, invest
an amount that exceeds 5% of the value of the Fund's total assets
in the securities of any one issuer or invest in more than 10% of
the outstanding voting securities of any one issuer. This
restriction does not apply to holdings of government securities.
2. Issue any senior securities, except as permitted by paragraph 13
below. For purposes of this restriction, the issuance of shares
of stock in multiple classes or series, the purchase or sale of
options, future contracts and options on future contracts,
forward commitments and repurchase agreements entered into in
accordance with the Fund's investment
25
<PAGE>
policy and the rules and regulations of the SEC, and the pledge,
mortgage or hypothecation of the Fund's assets within the meaning
of paragraph 18 below, are not deemed to be senior securities.
3. Purchase the securities of any issuer for the purpose of
exercising control of management, and the Fund may not acquire
or own more than 10% of any class of the securities of any
company.
4. Sell securities short, unless such sale are made "against the
box."
5. Invest in any security that would subject the Fund to unlimited
liability, although the Fund may invest in interest rate and
stock market futures.
6. Purchase securities on margin.
7. Write uncovered put or uncovered call options.
8. Purchase portfolio securities from or sell securities directly to
any of a Fund's or the Adviser's, officers, directors, or
employees as a principal for their own account.
9. Purchase or sell commodities or commodity contracts (stock index
and interest rate futures will not be considered commodity
contracts).
10. Purchase or sell real estate, real estate limited partnership
interests, or real estate mortgages, provided that the Fund may
invest in securities that are secured by real estate or interests
therein and may purchase and sell mortgage-related securities and
may hold and sell real estate acquired by the Fund as a result of
the ownership of securities.
11. Purchase or sell interests in oil, gas, or other mineral
exploration or development programs.
12. Make loans to other persons, other than loans resulting from the
acquisition of bonds, debentures, or other corporate debt
securities and investment in government obligations, short-term
commercial paper, certificates of deposit, bankers' acceptances,
repurchase agreements (in conformance with the Fund's investment
policy and the rules and
26
<PAGE>
regulations of the SEC) and the lendingof portfolio
securities, as described under "Loans of Portfolio
Securities" in the Statement of Additional Information as set
forth on the effective date of the Registration Statement.
13. Borrow money, except as set forth below. The Fund may borrow
money from a bank as a temporary measure for extraordinary
defensive purposes in amounts not to exceed 33-1/3% of the Fund's
total assets (including the amount borrowed) taken at market
value. The Fund shall not use leverage to increase income and
will not purchase securities while outstanding borrowings exceed
5% of the Fund's total assets. If, for any reason, the current
value of the Fund's total assets falls below an amount equal to
three times the amount of its indebtedness for money borrowed,
the Fund will, within three days (not including Saturdays,
Sundays and holidays), reduce its indebtedness to the extent
necessary to satisfy the one-third test.
14. Invest more than 10% of its total assets in put or call options.
15. Invest more than 10% of its total assets in stock index or
interest rate futures.
16. Pledge, mortgage or hypothecate its assets, except to secure
indebtedness permitted by paragraph 13, and then only if such
pledging, mortgaging or hypothecating does not exceed 33-1/3% of
the Fund's total assets taken at market value.
17. Invest more than 5% of its total assets in "restricted
securities" (I.E., securities that would be required to be
registered prior to distribution to the public), excluding
restricted securities eligible for resale to certain
institutional investors pursuant to Rule 144A of the Securities
Act of 1933; provided, however, that no more than 15% of the
Fund's total assets may be invested in restricted securities,
including securities eligible for resale under Rule 144A. In
addition, the Fund may invest up to 15% of its net assets in
illiquid investments, which includes securities that are not
readily marketable, repurchase agreements maturing in more than
seven days and privately issued SMBS, based upon a determination
by the Board
27
<PAGE>
that the SMBS is illiquid. The Board of Directors
shall adopt guidelines and delegate to the Adviser the daily
function of determining and monitoring the liquidity of its
investments. The Board, however, will retain sufficient
oversight and will be ultimately responsible for the
determinations.
18. Invest more than 25% of its total asset value in the purchase of
when-issued and delayed-delivery securities.
OREGON TAX-FREE FUND
This Fund may not:
1. Purchase common stocks, preferred stocks, warrants, or other
equity securities.
2. Purchase securities of any issuer (other than obligations of, or
guaranteed by, the United States Government, its agencies, or
instrumentalities) if, as a result, more than 25% of the value of
the Fund's total assets would be invested in securities of that
issuer. For purposes of this limitation, each governmental
subdivision (I.E., state, territory, possession of the United
States, or any political subdivision of any of the foregoing,
including agencies, authorities, instrumentalities, or similar
entities) will be considered a separate issuer if its assets and
revenues are separate from those of the government body creating
it and the securities are backed only by its own assets and
revenues. In the case of an industrial development bond, if the
security is backed only by the assets and revenues of a
nongovernmental user, then such nongovernmental user will be
deemed to be the sole issuer. However, if an industrial
development bond or governmental issue is guaranteed by a
governmental or some other entity, such guaranty shall be
considered a separate security issued by the guarantor as well as
the nongovernmental user, subject to limited exclusions allowed
by the 1940 Act.
3. With respect to at least 50% of the Fund's total assets, purchase
securities of any issuer (except securities issued or guaranteed
by the United States government or its agencies or
instrumentalities) if, as a result, more than 5% of the value of
the
28
<PAGE>
Fund's total assets would be invested in securities of that
issuer.
4. Invest more than 10% of the Fund's total assets in securities of
issuers that, with their predecessors, have a record of less than
3 years of continuous operation.
5. Lend its funds or other assets to others (except through the
purchase of debt obligations or repurchase agreements in
accordance with its investment objectives and policies).
Although such loans are not presently intended, this prohibition
will not preclude the Fund from loaning securities to broker-
dealers or other institutional investors if at least 100% cash
collateral is pledged and maintained by the borrower, provided
such security loans may not be made if, as a result, the
aggregate of such loans exceeds 10% of the value of the Fund's
total assets.
6. Borrow money, except from banks as a temporary measure for
extraordinary or emergency purposes, and then only in an amount
up to one-third of the value of its total assets, in order to
meet redemption requests without immediately selling any
portfolio securities. If, for any reason, the current value of
the Fund's total assets falls below an amount equal to three
times the amount of its indebtedness from money borrowed, the
Fund will, within three days (not including Saturdays, Sundays,
and holidays), reduce its indebtedness to the extent necessary to
satisfy the one-third test. The Fund will not borrow for
leverage purposes and will not make any additional investments
while borrowings exceed 5% of the value of its total assets.
7. Pledge, mortgage, or hypothecate its assets, except that, to
secure borrowing permitted by paragraph six above, the Fund may
pledge up to 10% of the value of its total assets.
8. Make short sales of securities, or purchase any securities on
margin except to obtain such short-term credits as may be
necessary for the clearance of transactions.
9. Write, purchase, or sell puts, calls, or combinations thereof,
except rights to resell municipal securities to the persons from
whom they are purchased.
29
<PAGE>
10. Concentrate more than 25% of the value of its total assets in any
one industry; PROVIDED HOWEVER, that, for purposes of this
limitation, tax-exempt municipal securities and United States
Government obligations are not considered to be part of any
industry. For purposes of this restriction, industrial
development bonds, where the payment of principal and interest is
the ultimate responsibility of companies within the same
industry, are grouped together as one "industry."
11. Purchase or retain the securities of any issuer if those
individual officers or directors of the Fund, the Adviser, each
owning beneficially more than 1/2 of 1% of the securities of such
issuer, together own more than 5% of the securities of such
issuer.
12. Invest in securities subject to legal or contractual restrictions
on resale or in repurchase agreements maturing in more than seven
days if, as a result of such investment, more than 10% of the net
assets of the Fund would be invested in such securities.
13. Invest in companies for the purpose of exercising control or
management.
14. Invest in commodities or commodity futures contracts or oil, gas,
or other mineral exploration or development programs or in real
estate or interests therein.
15. Invest in securities of other investment companies, except as set
forth in the Statement of Additional Information under
"Securities of Other Investment Companies."
16. Underwrite securities issued by others, except to the extent the
Fund may be deemed to be an underwriter under the federal
securities laws, in connection with the disposition of portfolio
securities.
17. Issue senior securities, as defined in the 1940 Act.
INCOME FUND
This Fund may not:
1. Buy or sell common stock.
30
<PAGE>
2. Issue any senior securities, as defined in the 1940 Act.
3. Sell securities short.
4. Purchase securities on margin.
5. Purchase or sell commodities or commodity contracts (except
interest rate futures contracts as defined in the Statement of
Additional Information).
6. Invest an amount that exceeds 5% of the value of the Fund's total
assets in the securities of any one issuer. This restriction
does not apply to holdings of U.S. Government securities.
7. Invest more than 25% of its total assets in any one industry
(except U.S. Government securities).
8. Purchase the securities of any issuer for the purpose of
exercising control of management, and the Fund may not acquire or
own more than 10% of any class of the securities of any issuer.
9. Invest in any security that would subject the Fund to unlimited
liability.
10. Underwrite the securities of other issuers or invest more than
10% of its net assets in illiquid securities, such as repurchase
agreements with a maturity in excess of seven days.
Notwithstanding the above, the Fund may not invest in restricted
securities (including, but not limited to, nonpublicly traded
debt securities).
11. Invest in securities of other investment companies, except as set
forth in the Statement of Additional Information under the
heading "SECURITIES OF OTHER INVESTMENT COMPANIES."
12. Write uncovered put or uncovered call options.
13. Purchase portfolio securities from or sell securities directly to
any of the Funds', or the Adviser's, officers, directors, or
employees as principal for their own account.
14. Purchase or sell real estate or real estate mortgages, provided
that the Fund may invest
31
<PAGE>
in marketable fixed income securities
that are secured by real estate or interests therein.
15. Purchase or sell interests in oil, gas, or other mineral
exploration or development programs.
16. Lend portfolio securities, except as described in the Statement
of Additional Information under "LOANS OF PORTFOLIO SECURITIES."
17. Make loans to other persons, provided that, for purposes of this
restriction, the acquisition of bonds, debentures, or other
corporate debt securities and investment in government
obligations, short-term commercial paper, certificates of
deposit, bankers' acceptances, and repurchase agreements will not
be deemed to be the making of a loan.
18. Invest more than 10% of the Fund's total assets in interest rate
futures.
19. Borrow money, except in an emergency. In no case will borrowing
exceed one-third of the value of the Fund's total assets
immediately after any such borrowing. If, for any reason, the
current value of a Fund's total assets falls below an amount
equal to 3 times the amount of its indebtedness for money
borrowed, a Fund will, within 3 days (not including Saturdays,
Sundays and holidays), reduce its indebtedness to the extent
necessary to satisfy the one-third test.
20. Invest more than 35% of the Fund's total assets in foreign
securities.
U.S. GOVERNMENT INCOME FUND
This Fund may not:
1. Buy or sell common stock.
2. Issue any senior securities, as defined in the 1940 Act.
3. Sell securities short.
4. Purchase securities on margin.
5. Invest in any security that would subject the Fund to unlimited
liability.
32
<PAGE>
6. Underwrite the securities of other issuers or invest more than
10% of its net assets in illiquid securities, such as repurchase
agreements with a maturity in excess of seven days.
Notwithstanding the above, the Fund may not invest in restricted
securities (including, but not limited to, nonpublicly traded
debt securities).
7. Invest in securities of other investment companies.
8. Write uncovered put or uncovered call options.
9. Purchase securities that are other than direct or indirect
obligations of the United States Government or its agencies or
instrumentalities and repurchase agreements with respect to those
obligations.
10. Borrow money, except in an emergency. In no case will borrowing
exceed one-third of the value of a Fund's total assets
immediately after any such borrowing. If, for any reason, the
current value of a Fund's total assets falls below an amount
equal to three times the amount of its indebtedness of money
borrowed, a Fund will, within three days (not including
Saturdays, Sundays and holidays), reduce its indebtedness to the
extent necessary to satisfy the one-third test.
11. Purchase portfolio securities from or sell securities directly to
any of the Funds', or the Adviser's, officers, directors, or
employees as principal for their own account.
12. Purchase or sell commodities or commodity contracts.
13. Lend portfolio securities, except as described in the Statement
of Additional Information under "Loans of Portfolio Securities."
14. Invest more than 10% of the Fund's total assets in repurchase
agreements.
15. Invest more than 25% of the Fund's total assets in government
securities maturing in more than five years.
16. Purchase or sell real estate or real estate mortgages, provided
that the Fund may invest in marketable fixed income securities
that are secured by real estate or interests therein.
33
<PAGE>
U.S. GOVERNMENT MONEY MARKET FUND
This Fund may not:
1. Buy or sell common stock.
2. Issue any senior securities, as defined in the 1940 Act.
3. Sell securities short.
4. Purchase securities on margin.
5. Purchase or sell commodities or commodity contracts.
6. Invest an amount that exceeds 5% of the value of the Fund's total
assets in the securities of any one issuer (excluding U.S.
Government securities).
7. Invest more than 25% of its total assets in any one industry
(excluding U.S. Government securities).
8. Purchase securities that are other than direct or indirect
obligations of the United States Government or its agencies or
instrumentalities and repurchase agreements with respect to those
obligations.
9. Purchase the securities of any issuer for the purpose of
exercising control of management, and the Fund may not acquire or
own more than 10% of any class of the securities of any issuer.
10. Invest in any security that would subject the Fund to unlimited
liability.
11. Underwrite the securities of other issuers or invest more than
10% of its net assets in illiquid securities, such as repurchase
agreements with a maturity in excess of seven days.
Notwithstanding the above, the Fund may not invest in restricted
securities (including, but not limited to, nonpublicly traded
debt securities).
12. Invest in securities of other investment companies.
13. Write uncovered put or uncovered call options.
34
<PAGE>
14. Purchase portfolio securities from or sell securities directly to
any of the Funds', or the Adviser's, officers, directors, or
employees as principal for their own account.
15. Purchase or sell real estate or real estate mortgages, provided
that the Fund may invest in marketable securities that are
secured by real estate or interests therein or are issued by
companies which invest in real estate or interests therein, such
as publicly traded real estate investment trusts.
16. Purchase or sell interests in oil, gas, or other mineral
exploration or development programs.
17. Lend portfolio securities, except as described in the Statement
of Additional Information under "LOANS OF PORTFOLIO SECURITIES."
18. Make loans to other persons, provided that, for purposes of this
restriction, the acquisition of bonds, debentures, or other
corporate debt securities and investment in government
obligations, short-term commercial paper, certificates of
deposit, bankers' acceptances, and repurchase agreements will not
be deemed to be the making of a loan.
19. Borrow money, except as set forth in the Funds' Prospectus. In
no case will borrowing exceed one third of the value of a Fund's
total assets immediately after any such borrowing. If, for any
reason, the current value of a Fund's total assets falls below an
amount equal to three times the amount of its indebtedness of
money borrowed, a Fund will, within three days (not including
Saturdays, Sundays and holidays), reduce its indebtedness to the
extent necessary to satisfy the one-third test.
20. Purchase any corporate debt security rated less than AA by S&P or
Aa by Moody's.
21. Purchase any debt security with a maturity in excess of one year
from the date of purchase.
22. Purchase any short-term, unsecured promissory notes of
corporations, including variable amount master demand notes,
which at the date of investment are rated less than A-1 by S&P or
B-1 by Moody's or, if not so rated, which
35
<PAGE>
the Board has determined are of comparable quality to such rated
securities.
SECURITIES OF OTHER INVESTMENT COMPANIES
The Funds (other than the U.S. Government Income Fund and the U.S.
Government Money Market Fund) may invest in securities of other investment
companies (I.E., mutual funds), provided such investment is in connection with a
merger, consolidation, reorganization, or acquisition of assets, or is
permitted by Section 12 of the 1940 Act (which currently provides that no more
than 10% of the total assets of a Fund may be invested in securities of other
investment companies, no more than 5% of the total assets of a Fund may be
invested in securities of any other single investment company, and no more than
3% of total outstanding voting stock of any one investment company may be
purchased). All such securities must be acquired by a Fund in the open market
in transactions involving no commissions or discounts to a sponsor or dealer
(other than customary brokerage commissions). The issuers of investment company
securities acquired by a Fund are not required to redeem such securities in an
amount exceeding 1% of such issuers' total outstanding securities during any
period of less than 30 days, and a Fund will vote all proxies with respect to
such securities in the same proportion as the vote of all other holders of such
securities.
LOANS OF PORTFOLIO SECURITIES
Loan transactions involve the lending of securities to a broker-dealer or
institutional investor for its use in connection with short sales, arbitrage or
other securities transactions. Loans of portfolio securities of the Funds will
be made, if at all, in strict conformity with applicable federal and state rules
and regulations. The term of any such loans will generally not exceed nine
months.
The Funds will engage in loan transactions only if the following conditions
are met: (1) a Fund must receive at least 100% collateral in the form of cash
or cash equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2)
the borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the level of the
collateral; (3) a Fund must be able to terminate the loan after notice at any
time; (4) a Fund must receive reasonable interest on the loan or a flat fee from
the borrower, as well as amounts equivalent to any dividends, interest or other
distributions on the securities loaned and any increase in the market value of
the securities; (5) a Fund may pay only reasonable custodian fees in connection
with the loan; and (6) voting rights on the securities loaned may pass to the
borrower. If a material event affecting the investment occurs, the directors or
36
<PAGE>
trustees of a Fund must be able to terminate the loan and vote proxies or enter
into an alternative arrangement with the borrower to enable the directors or
trustees to vote proxies. Excluding items (1) and (2), these practices may be
amended from time to time as regulatory provisions dictate.
While there may be delays in recovery of loaned securities or even a loss
of the securities loaned should the borrower default, loans will be made only to
firms or broker-dealers deemed by the Adviser to be of good standing and will
not be made unless, in the judgment of the Adviser, the consideration to be
earned from such loans would justify the risk. Such loan transactions are
referred to in this section as "qualified loan transactions."
The purpose of a qualified loan transaction is to afford a Fund the
opportunity to continue to earn income on the securities loaned and, at the same
time, to earn income on the collateral held by it. In furtherance of this
purpose, the cash collateral acquired through qualified loan transactions may be
invested in any obligation in which a Fund is authorized to invest in accordance
with its investment objectives. The investment of the cash collateral in other
obligations subjects that investment, as well as the security loaned, to market
forces, I.E., capital appreciation or depreciation, just like any other
portfolio security.
PURCHASE AND REDEMPTION OF FUND SHARES
Information concerning the purchase and redemption of each Fund's shares is
set forth under "INVESTOR SERVICES" in the Funds' Prospectus. Each Fund is
authorized to effect specific redemptions by distributing assets of the
applicable Fund other than cash upon a determination by the Trustees or
Directors that redemption in kind would prevent harm to the Fund as a whole or
that an emergency situation is present. Additionally, the Board of
Directors/Trustees of the Funds have approved the filing by the Funds of
Form N-18F-1 of the Act which, when it becomes effective, will obligate the
Funds to pay in cash all requests for redemption by any shareholder of
record, limited in amount with respect to each shareholder during any
ninety-day period to the lesser of (i) $250,000, or (ii) 1% of the net asset
value of such Fund at the beginning of such period.
U.S. GOVERNMENT MONEY MARKET FUND
The U.S. Government Money Market Fund uses the amortized cost method of
valuing its investments, which facilitates the maintenance of the Fund's per
share net asset value at $1.00. The U.S. Government Money Market Fund intends
to maintain its net asset value at a constant one dollar per share, although
there is no assurance that it will be able to do so.
The extent of deviation between the U.S. Government Money Market Fund's net
asset value based upon available market quotations or market equivalents and
$1.00 per share based on amortized cost will be periodically examined by the
Trustees. If such deviation exceeds 1/2 of 1%, the Trustees will promptly
consider what action, if any, will be initiated. In the event the Trustees
determine that a
37
<PAGE>
deviation exists which may result in material dilution or other unfair
results to investors or existing shareholders, they will cause the U.S.
Government Money Market Fund to take such corrective action as they regard to
be necessary and appropriate to eliminate or reduce to the extent reasonably
practicable such dilution or unfair results. Such action may include the
sale of U.S. Government Money Market Fund instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio maturity;
withholding part or all of dividends or payment of distributions from capital
or capital gains; redemptions of shares in kind; or establishing a net asset
value per share by using available market quotations or equivalents. In
addition, in order to stabilize the net asset value per share at $1.00, the
Trustees have the authority (i) to reduce or increase the number of shares
outstanding on a pro rata basis, and (ii) to offset each shareholder's pro
rata portion of the deviation between the net asset value per share and $1.00
from the shareholder's accrued dividend account or from future dividends.
PRICING OF SECURITIES BEING OFFERED
The Funds are open for business each day the New York Stock Exchange is
open. Each class's offering price and net asset value ("NAV") is normally
calculated as of 4:00 p.m. Eastern Time.
A class's NAV is the value of a single share. The value of a single
share of a class is computed by adding that class's pro rata share of the
value of the applicable Fund's investments, cash and other assets,
subtracting that class's pro rata share of the value of the applicable Fund's
liabilities (including accrued expenses), subtracting the liabilities
allocated to that class, and dividing the result by the number of shares of
that class that are outstanding.
Dividends receivable are treated as assets from the date on which
securities go ex-dividend and interest on bonds is accrued daily.
The value of securities listed or traded on a registered securities
exchange, including over-the-counter securities, are valued at the last
reported sales price on the day of the computation. Where last sale
information is not available, the best bid price will be used. Foreign
securities are valued on the basis of quotations from the primary market in
which they are traded, and are translated from the local currency into U.S.
Dollars using current exchange rates. Securities and assets for which market
quotations are not readily available are valued at fair value as determined
in good faith by or under the direction of the Board of Trustees/Directors of
the Funds. Such valuations and
38
<PAGE>
procedures will be reviewed periodically by the Board of Trustees/Directors
of the Funds. Each Fund may retain the services of an outside pricing
service to value its portfolio securities.
YIELD AND PERFORMANCE
The Funds will from time to time advertise or quote their respective yields
and total return performance. These figures are calculated according to SEC
rules standardizing such computations and represent historical data. The
investment return and principal value (except for the U.S. Government Money
Market Fund) will fluctuate so that shares when redeemed may be worth more or
less than their original cost.
The Funds may, from time to time, include in such advertisements or quotes
comparisons of a Fund's yield or total return performance against one or more
indices of stock or bond performance. Such indices include, for example, the
Standard & Poor's 500 Stock Index, Dow Jones Industrial, Value Line Rates, and
the Shearson Lehman Government/Corporate Bond Index.
U.S. GOVERNMENT MONEY MARKET FUND
Current yield is calculated by dividing the net change in the value of an
account of one share during an identified seven calendar-day period by the value
of the one share account at the beginning of the same period ($1.00) and
multiplying that base period return by 365/7, I.E.:
net change in value of account with one share x 365 = Current
- --------------------------------------------- --- Yield
value of account at beginning of period 7
Compounded effective yield is calculated by daily compounding of the base
period return referred to above. This calculation is made by adding 1 to the
base period return, raising the sum to a number equal to 365 divided by 7, and
subtracting 1 from the result, I.E.:
[(base period return + 1) 365/7] -1 = Compounded Effective Yield
The determination of net change in the value of an account for purposes of
the U.S. Government Money Market Fund yield calculations reflects the value of
additional shares purchased with income dividends from the original share, and
income dividends declared on both the original share and such additional shares.
The determination of net change does not reflect realized gains or losses from
the sale of securities or realized appreciation or depreciation. The U.S.
Government Money Market Fund includes unrealized appreciation or depreciation,
as well as unrealized gains or losses, in the determination of actual daily
dividends. Therefore, the
39
<PAGE>
quoted yields as calculated above may differ from the actual dividends paid.
The U.S. Government Money Market Fund's seven-day yield and effective yield
as of the date of the most recent statement of assets and liabilities included
in this registration statement is 4.72% and 4.83%, respectively.
YIELD
Current yield of the Oregon Tax-Free Fund, the Income Fund and the U.S.
Government Income Fund is calculated by dividing the net investment income per
share earned during an identified 30-day period by the maximum offering price
per share on the last day of the same period, according to the following
formula:
YIELD = 2 [( a-b + 1)6 -1]
---
cd
Where: a = dividends and interest earned during the period.
b = expenses accrued for the period (net of
reimbursements).
c = the average daily number of shares outstanding during
the period that were entitled to receive dividends.
d = the maximum offering price per share on the last day of
the period.
The Funds use generally accepted accounting principles in determining
actual income paid, which differ in some instances from SEC rules for computing
income for the above yield calculations. Therefore, the quoted yields as
calculated above may differ from the actual dividends paid.
The Oregon Tax-Free, Income and U.S. Government Income Funds' yields for
the 30-day period ended the date of the most recent statement of assets and
liabilities included in this registration statement were 4.01%, 6.31%, and
5.24%, respectively.
The Real Estate Fund's yield is computed by dividing the Fund's net
investment income per share during a base period of 30 days, or one month, by
the maximum offering price per share of the Fund on the last day of such base
period in accordance with the following formula:
40
<PAGE>
YIELD = 2 [( a-b + 1)6 -1]
---
cd
Where: a = interest earned during the period
b = net expenses accrued for the period
c = the average daily number of shares outstanding during
the period that were entitled to receive dividends
d = the maximum offering price per share on the last day of
the period
For purposes of calculating interest earned on debt obligations as provided
in item "a" above:
(i) The yield to maturity of each obligation held by the Fund is computed
based on the market value of the obligation (including actual accrued interest,
if any) at the close of business each day during the 30-day base period, or,
with respect to obligations purchased during the month, the purchase price (plus
actual accrued interest, if any) on settlement date, and with respect to
obligations sold during the month the sale price (plus actual accrued interest,
if any) between the trade and settlement dates.
(ii) The yield to maturity of each obligation is then divided by 360 and
the resulting quotient is multiplied by the market value of the obligation
(including actual accrued interest, if any) to determine the interest income on
the obligation for each day. The yield to maturity calculation has been made on
each obligation during the 30-day base period.
(iii) Interest earned on all debt obligations during the 30-day or one
month period is then totaled.
(iv) The maturity of an obligation with a call provision(s) is the next
call date on which the obligation reasonably may be expected to be called or, if
none, the maturity date.
With respect to the treatment of discount and premium on mortgage or other
receivables-backed obligations which are expected to be subject to monthly
payments of principal and interest ("pay downs"), the Fund accounts for gain or
loss attributable to actual monthly pay downs as an increase or decrease to
interest income during the period. In addition, the Fund may elect (i) to
amortize the discount or premium remaining on a security, based on the cost of
the security, to the weighted average maturity date, if such information is
available, or to the remaining term of the security, if the weighted average
maturity date is not available, or (ii) not to amortize the remaining discount
or premium on a security.
41
<PAGE>
The Fund's yield for the 30-day period ended the date of the most recent
statement of assets and liabilities included in this registration statement was
3.79%.
The Oregon Tax-Free Fund may publish a tax equivalent yield for Oregon
shareholders that represents the yield that an investor would have to receive on
a fully taxable investment to achieve the same after-tax results at the highest
then- existing marginal combined Oregon and Federal income tax rates, calculated
according to the following formula:
Tax Equivalent Yield = a + c + e + g
--- --- ---
1-b 1-d 1-f
Where: a = that portion of the current yield of the Fund that is exempt
from Federal and Oregon income tax.
b = highest then-existing marginal combined Federal and Oregon
income tax rate.
c = that portion of the current yield of the Fund that is only
exempt from Federal gross income tax.
d = highest then-existing Federal income tax rate.
e = that portion of the current yield of the Fund that is only
exempt from Oregon gross income tax.
f = highest then-existing Oregon income tax rate.
g = that portion of the current yield of the Fund that is not
tax exempt.
The tax equivalent yield for the 30-day period ended the date of the most
recent statement of assets and liabilities included in this registration
statement was 7.80%.
The Oregon Tax-Free Fund may also publish a tax equivalent yield for
residents of Oregon that represents the yield that an investor would have to
receive on a fully taxable investment to achieve the same after-tax results of
the highest then-existing marginal Federal income tax rate, calculated according
to the following formula:
42
<PAGE>
Tax Equivalent Yield = a + c
---
1-b
Where: a = that portion of the current yield of the Fund that is exempt
from Federal income tax.
b = highest then-existing marginal Federal income tax rate
c = that portion of the current yield of the Fund that is not
tax exempt.
The tax equivalent yield for the Oregon Tax-Free Fund, calculated according
to the above formula, for the 30-day period ended the date of the most recent
statement of assets and liabilities included in this registration statement was
6.64%.
The U.S. Government Income Fund may publish a tax equivalent yield for
residents of Oregon that represents the yield that an investor would have to
receive on a fully taxable investment to achieve the same after-tax results
of the highest then-existing marginal Oregon income tax rate, calculated
according to the following formula:
Tax Equivalent Yield = a + c
---
1-b
Where: a = that portion of the current yield of the Fund that is exempt
from Oregon income tax.
b = highest then-existing marginal Oregon income tax rate
c = that portion of the current yield of the Fund that is not
tax exempt.
The tax equivalent yield for the U.S. Government Income Fund, calculated
according to the above formula, for the 30-day period ended October 31, 1996 was
5.76%.
TOTAL RETURN
Each class of the Funds may also publish average annual total return
quotations for recent one, five and ten year periods computed by finding the
average annual compounded rates of return over the one, five and ten year
periods that would equate the initial amount invested to the ending redeemable
value, according to the following formula:
43
<PAGE>
P(1+T)n = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the 1, 5 or 10 year
periods (or fractional portion thereof)
Total return figures may also be published for recent one, five and ten
year periods where the total return figures represent the percentage return for
the one, five and ten year periods that would equate the initial amount invested
to the ending redeemable value. Total return percentages for periods of less
than one year are usually annualized.
If a class of a Fund has been in effect less than one, five or ten years,
the time period during which the registration statement has been in effect will
be substituted for the period stated.
Average Annual Return
(Primary Class)
<TABLE>
<CAPTION>
1 Year 5 Year 10 Year
------ ------ -------
<S> <C> <C> <C>
Special Fund 5.03% 14.85% 12.41%(1)
Equity Fund 13.78% 15.23% 14.02%(2)
Asset Allocation Fund 8.96% 11.19% 10.17%(3)
Oregon Tax-Free Fund 3.43% 5.73% 7.97%
Income Fund 4.94% 6.19% 7.28%(2)
U.S. Government
Income Fund 4.55% 5.38% 6.79%(2)
U.S. Government
Money Market Fund 4.81% 3.85% 5.15%(2)
Small Cap Fund 10.20%(3)
Real Estate Fund 25.39% 11.27%(4)
</TABLE>
(1) Commencement of Operations April 9, 1987
(2) Commencement of Operations January 31, 1989
(3) Commencement of Operations February 20, 1996
(4) Commencement of Operations April 4, 1994
Average Annual Return
(Institutional Class)
<TABLE>
<CAPTION>
1 Year
------
<S> <C>
Equity Fund (1.56%)(1)
Asset Allocation fund .59% (2)
Small Cap Fund (0.36%)(3)
</TABLE>
(1) Commencement of Operations October 3, 1996
(2) Commencement of Operations October 28, 1996
(3) Commencement of Operations October 10, 1996
OTHER QUOTATIONS, COMPARISONS AND GENERAL INFORMATION
From time to time, in advertisements, in sales literature, or in reports to
shareholders, the past performance of the Funds may be illustrated and/or
compared with that of other mutual funds with similar investment objectives, and
to stock or other relevant indices. For example, a Fund's total return may be
compared to averages or
44
<PAGE>
rankings prepared by LIPPER ANALYTICAL SERVICES, INC., a widely recognized
independent service which monitors mutual fund performance; the STANDARD &
POOR'S 500 STOCK INDEX, an unmanaged index of common stocks; or the DOW JONES
INDUSTRIAL AVERAGE, a recognized unmanaged index of common stock of 30
industrial companies listed on the New York Stock Exchange (the "NYSE").
Additional index which a Fund's performance may be compared include Standard
& Poors Mid-Cap 400 Index, Russell 2000 Index, Wilshire 5000 Equity Index,
Morgan Stanley REIT Index and the Lehman Brothers Government/Corporate Bond
Index and the Saloman Bond Indices.
In addition, the performance of the Funds may be compared to alternative
investment or savings vehicles and/or to indexes or indicators of economic
activity, e.g., inflation or interest rates. Performance rankings and
listings reported in newspapers or national business and financial
publications, such as BARRON'S, BUSINESS WEEK, CONSUMER'S DIGEST, CONSUMER'S
REPORT, FINANCIAL WORLD, FORBES, FORTUNE, INVESTOR'S BUSINESS DAILY,
KIPLINGER'S, PERSONAL FINANCE MAGAZINE, MONEY MAGAZINE, the NEW YORK TIMES,
SMART MONEY, USA TODAY, U.S. NEWS AND WORLD REPORT, THE WALL STREET JOURNAL
and WORTH may also be cited (if the Fund is listed in any such publication)
or used for comparison, as well as performance listings and rankings from
various other sources, including BLOOMBERG FINANCIAL SYSTEMS,
CDA/WIESENBERGER INVESTMENT COMPANIES SERVICE, DONOGHUE'S MUTUAL FUND
ALMANAC, INVESTMENT COMPANY DATA, INC., JOHNSON'S CHARTS, KANON BLOCH CARRE &
CO., MICROPAL, INC., MORNINGSTAR, INC., SCHABACKER INVESTMENT MANAGEMENT,
TOWERS DATA SYSTEMS and WEISENBERGER INVESTMENT COMPANIES SERVICE.
In addition, from time to time, quotations from articles from financial
publications, such as those listed above, may be used in advertisements, in
sales literature or in reports to shareholders of the Funds.
DIVIDENDS, DISTRIBUTIONS AND TAXES
GENERAL
Each of the Funds intends to qualify as a regulated investment company
under Part I of Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"), but there is no assurance that they will be able to do so. In
other words, each Fund is treated as a separate entity from the other Funds in
the Trust for tax purposes. In general, to qualify for this treatment, the Fund
must, among other things, derive at least 90% of its gross income from
dividends, interest, gains from the sale of securities, and certain related
income; derive less than 30% of its gross income from the sale of securities
held less than three months; invest in securities within certain statutory
limits; and distribute to its shareholders at least 90% of its
45
<PAGE>
taxable income and 90% of its net exempt interest income, if any, for the
taxable year. If the Fund does not so qualify, it will be treated for tax
purposes as an ordinary corporation and will receive no tax deduction for
payments made to shareholders.
As regulated investment companies, the Funds will be taxed at regular
corporate rates only on the undistributed portion of their net income and
capital gains.
If a Fund is required to pay federal income taxes on any retained Net
Capital Gain (I.E., the excess of net long-term capital gains over net short-
term capital losses and any capital loss carryover), that Fund may elect to
treat such gain as having been distributed to its shareholders. The election
will cause such amounts to be taxed to the shareholders. Each shareholder may
claim a credit against his income taxes equal to such shareholder's
proportionate share of the federal income tax liability that is paid by that
Fund, and will generally be entitled to increase the adjusted tax basis of his
shares in that Fund by the difference between his pro rata share of such gains
and his tax credit.
The Code requires a regulated investment company to pay a nondeductible 4%
excise tax if such company does not distribute at least 98% of its ordinary
income, determined on a calendar year basis, and 98% of its capital gains,
determined, in general, on an October 31 year-end. The tax is generally applied
against the excess of this required distribution over the amount actually
distributed. The Funds intend to distribute an amount of income and capital
gains that is sufficient to avoid imposition of the 4% excise tax.
The value of any shares redeemed by the Funds or repurchased or otherwise
sold may be more or less than the shareholder's tax basis in the shares at the
time the redemption, repurchase or sale is made. Any gain or loss will
generally be taxable for federal income tax purposes. Any loss realized on the
sale, redemption or repurchase of shares of the Funds that have been held by the
shareholder for six months or less will be treated for tax purposes as a long-
term capital loss to the extent of any net long-term capital gains distributions
received by the shareholder with respect to such shares. Losses on the
redemption or on the sale of shares of the Funds are not deductible if, and to
the extent that, within a period beginning 30 days before the date of the
redemption or sale and ending 30 days after such date, the taxpayer acquires
other Fund shares.
The writing of call options and other investment techniques and practices
which some Funds may utilize, as described in the Prospectus under "Fundamental
Policies," may create "straddles" for United States federal income tax purposes
and may affect the character and timing of the
46
<PAGE>
recognition of gains and losses by such Funds. Such transactions may increase
the amount of short-term capital gain realized by such Funds, which is taxed as
ordinary income when distributed to shareholders.
Dividends paid by the Funds will qualify for the dividends-received
deductions for corporations to the extent they are derived from dividends paid
by domestic corporations.
Distributions, if any, of net long-term capital gains from the sale of the
Funds' securities are taxable to shareholders of the Funds at capital gains
rates, regardless of the length of time the shareholder has owned shares of the
Funds and regardless of whether the distributions are reinvested in shares of
the Funds.
The Funds are required by federal law to obtain from each of their
shareholders certification of the shareholder's correct taxpayer identification
number and certain other information. If a shareholder fails to certify such
number or to provide the necessary information to the Funds, or if the Funds
receive certain notices from the Internal Revenue Service, the Funds will be
required to withhold and pay to the United States Treasury 31% of any
reportable dividends or interest paid to such shareholder.
OREGON TAX-FREE FUND
If the Oregon Tax-Free Fund does not qualify as a regulated investment
company under the Code, it will be treated for tax purposes as an ordinary
corporation and will receive no tax deduction for payments made to shareholders
and will be unable to pay "exempt interest dividends," as discussed in the
Prospectus.
From time to time, proposals have been introduced before Congress and the
Internal Revenue Service for the purpose of restricting or eliminating the
federal income tax exemption for interest on municipal securities, including
private activity bonds. It is likely that similar proposals will be introduced
in the future. If such a proposal were enacted, the availability of municipal
securities for investment by the Fund and the value of the Fund's portfolio
could be adversely affected. In such event, the Fund would re-evaluate its
investment objectives and policies and consider recommending to its
shareholders changes in the structure of the Fund.
Section 147 of the Code prohibits exemption from taxation of interest on
certain governmental obligations paid to persons who are "substantial users"
(or persons related thereto) of facilities financed by such obligations.
"Substantial user" is generally defined to include a "nonexempt person" who is
entitled to use more than 5% of a
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<PAGE>
facility financed from the proceeds of industrial development bonds. No
investigation as to the substantial users of the facilities financed by bonds
in the Fund's portfolio will be made by the Fund. Potential investors who may
be, or may be related to, substantial users of such facilities should consult
their tax advisors before purchasing shares of the Fund.
Each distribution is accompanied by a brief explanation of the form and
character of the distribution. The Fund provides each shareholder with an
annual statement of the federal income tax status of all distributions,
including a statement of percentage of the prior year's distributions
designated by the Fund to be treated as tax-exempt interest or long-term
capital gain. The dollar amounts of tax-exempt and taxable dividends and
distributions paid by the Fund that are reported annually to shareholders will
vary for each shareholder, depending upon the size and duration of the
shareholder's investment in the Fund. To the extent that the Fund derives
investment income from taxable interest, it intends to designate as the actual
taxable income the same percentage of each day's dividend as the actual taxable
income bears to the total investment income earned on that day. The percentage
of the dividend designated as taxable (if any), therefore, may vary from day to
day.
Individuals, trusts, and estates who or which are residents of the state
of Oregon will not be subject to the Oregon personal income tax on
distributions from the Fund representing tax-exempt interest paid on municipal
securities issued by the State of Oregon and its political subdivisions.
Distributions to Oregon residents representing earnings of the Fund from
sources other than such tax-exempt interest will be subject to the Oregon
personal income tax. In addition, the Fund anticipates that all distributions
from the Fund, from any source, to corporations subject to the Oregon
Corporation excise tax will be subject to that tax. For purposes of the Oregon
personal income tax and the Oregon corporate excise tax, income from Fund
distributions of interest paid on municipal securities issued by a state, other
than Oregon, and its political subdivisions will be reduced by interest on
indebtedness incurred to carry such securities and expenses incurred to produce
such income.
The Oregon Corporate Excise Tax Act generally taxes corporations on income
received from municipal securities, including those issued by the state of
Oregon and its political subdivisions. Since this Fund is a trust, it would
generally be subject to such a tax. However, the Oregon Department of Revenue
has adopted an administrative rule (Oregon Administrative Rule 150.317,010(10))
which provides that a registered investment company may deduct from its income
an amount equal to the exempt interest dividends paid to its shareholders. The
Fund expects to distribute substantially all of its interest income as dividends
to its
48
<PAGE>
shareholders and, therefore, does not expect to be liable for Oregon Corporate
Excise tax.
Under the Code, interest on indebtedness incurred or continued to purchase
or carry shares of an investment company paying "exempt interest dividends,"
such as the Fund, is not deductible by the investor. Under rules used by the
Internal Revenue Service, the purchase of shares may be considered to have been
made with borrowed funds even though the borrowed funds are not directly
traceable to the purchase of shares. In addition, under Sections 265 and 291
of the Code, certain financial institutions acquiring shares may be subject to
a reduction in the amount of interest expense that would otherwise be allowable
as a deduction for federal income tax purposes.
FOREIGN TAXES
Certain Funds may be subject to foreign withholding taxes which would
reduce the yield on their investments. Tax treaties between certain countries
and the United States may reduce or eliminate such taxes. It is expected that
shareholders of the Funds who are subject to United States federal income tax
will not be entitled to claim a federal income tax credit or deduction for
foreign taxes paid by the Funds.
Gains and losses realized by any of the Funds on certain transactions,
including sales of foreign debt securities and certain transactions involving
foreign currency, will be treated as ordinary income or loss for federal income
tax purposes to the extent, if any, that such gains or losses are attributable
to changes in exchange rates for foreign currencies. Accordingly,
distributions taxable as ordinary income will include the net amount, if any,
of such foreign exchange gains and will be reduced by the net amount, if any,
of such foreign exchange losses.
If any of the Funds purchases shares in certain foreign investment
entities, called "passive foreign investment companies", it may be subject to
United States federal income tax on a portion of any "excess distribution" or
gain from the disposition of such share, even if such income is distributed as
a taxable dividend by such Fund to its shareholders. Additional charges in the
nature of interest may be imposed on either the Fund or its shareholders in
respect of deferred taxes arising from such distributions or gains.
If any of the Funds were to invest in a passive foreign investment company
with respect to which the Fund elected to make a "qualified electing fund"
election, in lieu of the foregoing requirement, such Fund might be required to
include in income each year a portion of the ordinary earnings and
49
<PAGE>
net capital gains of the qualified electing fund, even if such amount were not
distributed to such Fund.
OTHER TAX INFORMATION
The information above is only a summary of some of the tax consequences
generally affecting each Fund and its shareholders, and no attempt has been
made to discuss individual tax consequences. In addition to federal income
taxes, shareholders of a Fund may be subject to state and local personal
property taxes. Investors should consult their tax advisors to determine
whether a Fund is suitable for their particular tax situation.
_________________________
SPECIAL INVESTOR SERVICES
_________________________
SYSTEMATIC WITHDRAWAL PLAN. A shareholder owning or purchasing shares of
any Fund having a total value of $5,000 or more may participate in a systematic
withdrawal plan providing regular monthly payments in the amount of $100 or
more (the "Systematic Withdrawal Plan"). An application form containing
details of the Systematic Withdrawal Plan is available upon request from State
Street Bank and Trust Company (the "Transfer Agent"), the Funds' transfer
agent. The Plan is voluntary and may be terminated at any time by the
shareholders.
Income dividends and capital gain distributions on shares of the Funds
held in a Systematic Withdrawal Plan are automatically reinvested in additional
shares of the relevant Fund at net asset value. A Systematic Withdrawal Plan
is not an annuity and does not and cannot protect against loss in declining
markets. Amounts paid to a shareholder from the Systematic Withdrawal Plan
represent the proceeds from redemptions of Fund shares, and the value of the
shareholder's investment in a Fund will be reduced to the extent that the
payments exceed any increase in the aggregate value of the shareholder's shares
(including shares purchased through reinvestment of dividends and
distributions). If a shareholder receives payments that are greater than the
appreciation in value of his or her shares, plus the income earned on the
shares, the shareholder may eventually withdraw his or her entire account
balance. This will occur more rapidly in a declining market. For tax
purposes, depending upon the shareholder's cost basis and date of purchase,
each withdrawal will result in a capital gain or loss. See "DIVIDENDS,
DISTRIBUTIONS AND TAXES" in this Statement of Additional Information and
"TAXES" in the Funds' Prospectus.
The Funds offer certain shareholder services, which are designed to
facilitate investment in their shares. Each of the options is described in the
Funds' Prospectus. All of these special services may be terminated by either
the Funds or the shareholder without any prior written notice.
50
<PAGE>
SYSTEMATIC EXCHANGE PLAN. The Systematic Exchange Plan allows you to make
regular, systematic exchanges of at least $100 from one Crabbe Huson Fund
account into another Crabbe Huson Fund account. By setting up the plan, you
authorize the Fund and its agents to redeem a set dollar amount or number of
shares from the first account and purchase shares of a second Crabbe Huson
Fund. An exchange transaction is a sale and a purchase of shares for federal
income tax purposes and may result in a capital gain or loss.
To participate in the Systematic Exchange Plan, you must have an initial
account balance of $2,000 in the first account and at least $2,000 in the
second account. Exchanges may be made on any day or days of your choice. If
the amount remaining in the first account is less than the exchange amount you
requested, then the remaining amount will be exchanged. At such time as the
first account has a zero balance, your participation in the plan will be
terminated. You may also terminate the plan by calling or writing the Fund.
Once participation in the plan has been terminated for any reason, to reinstate
the plan you must do so in writing; simply investing additional funds will not
reinstate the plan.
___________________
GENERAL INFORMATION
___________________
Each of the Funds (other than the Special Fund) is a series of Crabbe
Huson Funds, an open-end management investment company organized as a Delaware
business trust by a Declaration of Trust dated October 14, 1995. On November
28, 1995, its name was changed by an amendment to the Declaration of Trust from
the Crabbe Huson Mutual Funds Group to Crabbe Huson Funds. The Small Cap Fund
commenced business as part of the trust in February, 1996. The remainder of
the Funds were Oregon corporations prior to a reorganization which was
completed September 30, 1996. The Special Fund was incorporated under Oregon
law on January 29, 1987. Prior to February 23, 1993, the Special Fund was
called the "Crabbe Huson Growth Fund." Prior to May 28, 1996, the Oregon
Tax-Free Fund was called the "Crabbe Huson Oregon Bond Fund."
The beneficial interests in the Trust are divided into shares, all without
par value of one class. The Trustees have the authority from time to time to
divide the shares into two or more series and further into sub-series or
classes. The Trust currently has eight series: Small Cap Fund; Real Estate
Investment Fund; Equity Fund; Asset Allocation Fund; Oregon Tax-Free Fund;
Income Fund; U.S. Government Income Fund and U.S. Government Money Market Fund.
The Small Cap Fund, Equity Fund and Asset Allocation Fund are further divided
into classes: the Primary Class, the Adviser Class and the Institutional
Class. Only the Primary Class
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<PAGE>
and the Institutional Class are currently being offered for sale to the public.
The assets of the Trust received from the sale or issue of shares of each
Fund and all income, earnings, profits and proceeds thereof, subject only to
the rights of creditors, are especially allocated to such Fund, and constitute
the underlying assets of such Fund. The underlying assets of each Fund are
segregated on the books of account, and are to be charged with the liabilities
with respect to such Fund and with a share of the general expenses of the
Trust. Expenses with respect to the Trust are to be allocated in proportion to
the asset value of the respective Fund, except where allocations of direct
expense can otherwise be fairly made. The Board of Trustees has the power to
determine which expenses are allocable to all of the Funds. Expenses of the
Small Cap, Equity and Asset Allocation Funds are further allocated among the
Primary Class and the Institutional Class pursuant to a Rule 18f-3 Plan adopted
by the Trustees. In the event of the dissolution or liquidation of the Trust,
shareholders of each Fund are entitled to receive as a class the underlying
assets of such Fund available for distribution.
In each matter submitted to a vote of the shareholders of the Trust, each
shareholder shall be entitled to one vote for each dollar of net asset value
held by the shareholder. Each series will vote separate from another series,
except as required by the 1940 Act, in which case the series may vote together.
As to a matter which does not affect the interests of a particular series or
class, only the holders of shares of the one or more affected series or class
shall be entitled to vote. Dividends, distributions and redemptions of shares
of the Trust are to be paid as set forth in the Prospectus. Shareholders do
not have preemptive rights or any conversion rights. Liquidation of a Fund
must be approved by two-thirds of the outstanding voting securities of that
Fund.
The Special Fund has an authorized capital of 100 million shares of common
stock. All shares of the Special Fund are of the same class. Shareholders of
the Special Fund are entitled to one vote for each full share held and
fractional votes for fractional shares held. Shareholders of the Special Fund
vote on the election of directors and any other matter submitted to a
shareholder vote. Shares issued are fully paid and nonassessable, and have no
preemptive or conversion rights. Each share is entitled to participate equally
in dividends and distributions declared, and in the net assets upon liquidation
or dissolution after satisfaction of outstanding liabilities.
52
<PAGE>
_______
COUNSEL
_______
The law firm of Davis Wright Tremaine, Portland, Oregon, will pass on
certain legal matters in connection with the issuance of shares of the Funds
and will also act as counsel to the Funds and as counsel to the Adviser and the
Distributor in connection with their relationship with the Funds and certain
matters.
________
AUDITORS
________
KPMG Peat Marwick LLP, Portland, Oregon, acts as the Funds' independent
auditors. In such capacity, KPMG Peat Marwick LLP performs the annual audit of
each Fund's financial statements and assists in the preparation of tax returns.
_______________________________________________________
CUSTODIAN, TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT
_______________________________________________________
Investors Fiduciary Trust Co. serves as the custodian (the "Custodian") of
the Funds' cash and securities. State Street Bank and Trust Company serves as
the Funds' transfer agent and dividend-disbursing agent (the "Transfer Agent").
Boston Financial Data Services serves as the Transfer Agent's Servicing Agent
in carrying out the Transfer Agent's responsibilities to the Funds. The
Transfer Agent processes requests for the purchase or redemption of a Fund's
shares, sends statements of ownership to shareholders, and performs other
administrative duties on behalf of the Funds. Neither the Custodian nor the
Transfer Agent plays any role in establishing the investment policies of the
Funds or in determining which securities are to be purchased or sold by the
Funds. All fees and expenses of the Custodian and the Transfer Agent are paid
by the Funds. For its custodial services to the Funds, the Custodian receives
monthly fees based upon the Funds' month-end, aggregate net asset value, plus
certain charges for securities transactions. For its services as transfer
agent and dividend-disbursing agent, the Transfer Agent receives fees from the
Funds based upon the number of shareholder accounts maintained and the number
of transactions effected. The Custodian and the Transfer Agent are also
reimbursed by the Funds for out-of-pocket expenses, including the expense of
clerical and administrative services provided to the Funds.
The Distributor and the Funds have also entered into various shareholder
servicing agreements in which certain broker-dealers, financial institutions,
depository institutions, and other financial intermediaries (collectively,
"Financial Intermediaries") have agreed to perform certain sub-transfer agent
and shareholder servicing functions on behalf of the Funds for clients and
customers of
53
<PAGE>
such Financial Intermediaries who beneficially own shares in the Funds. The
fees paid to such Financial Intermediaries will vary depending upon the
services provided.
________________________________
ADDITIONAL INFORMATION REGARDING
CERTAIN INVESTMENTS BY THE FUNDS
________________________________
GOVERNMENT SECURITIES
The taxable fixed-income obligations in which the Funds may invest on a
short-term basis may include obligations issued or guaranteed by the United
States government, its agencies, instrumentalities, or authorities. Any such
obligations in which the Funds invest will consist of bills, notes, and bonds
issued by the United States Treasury or obligations issued by other agencies of
the United States Government. Examples of other government agencies in whose
obligations the Funds may invest include Federal Home Loan Intermediate Credit
banks, Federal Land Banks, Federal Home Loan Banks, and the Federal National
Mortgage Association. Obligations issued by the United States Treasury are
guaranteed by the full faith and credit of the United States Government.
Obligations issued by other federal agencies are direct obligations of such
agencies and are not guaranteed by the United States Government.
MUNICIPAL SECURITIES (Oregon Tax-Free Fund)
The term "municipal securities," as used in this Statement of Additional
Information, means obligations issued by or on behalf of states, territories
and possessions of the United States and the District of Columbia and their
political subdivisions, agencies, or instrumentalities or multi-state agencies,
or authorities. These obligations are issued to fund various public projects
(such as construction of airports, highways, bridges, schools, and housing),
refund outstanding municipal obligations, obtain funds for general operating
expenses, and for loans to other public institutions and facilities. Municipal
securities are of varying maturities and differ in investment quality,
depending upon the credit worthiness of the obligation's issuer.
The two principal classifications of municipal securities are "general
obligation bonds" and "revenue bonds." General obligation bonds are secured by
the issuer's pledge of its full credit and taxing power for the payment of
principal and interest. Revenue bonds are payable only from the revenues
derived from a particular facility or class of facilities or project or, in a
few cases, from the proceeds of a special excise or other tax, but are not
supported by the issuer's power to levy general taxes.
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<PAGE>
One type of revenue bond is the "private activity bond" (formerly referred
to as "industrial development bonds"). These obligations are issued by a
governmental or quasi-governmental issuer, but all or a major portion of the
proceeds realized upon the sale of these obligations are used, directly or
indirectly, to fund the trade or business of a private enterprise, generally by
financing the acquisition of a facility to be used by that enterprise. The
payment of principal and interest on private activity bonds is dependent on the
ability of the private enterprise to meet those obligations and is usually
secured by an interest in the financed facility or in payments, such as lease
payments, received with respect to that property. The issuer of the bonds does
not pledge its full credit and taxing power for the payment of principal and
interest. Under current federal income laws, the interest received on certain
small issues and obligations used to finance certain exempt facilities which
may be leased to or used by persons other than the issuer is exempt from
federal income tax. The Oregon Tax-Free Fund intends to purchase tax-exempt
private activity bonds if, in the opinion of the Adviser, such obligations are
appropriate for the Fund's securities portfolios. No limit has been placed
upon the amount of private activity bonds that may be purchased by the Oregon
Tax-Free Fund, and a significant percentage of the Oregon Tax-Free Fund's total
assets may be invested in such obligations. However, no more than 25% of the
Oregon Tax-Free Fund's total assets may be invested in private activity bonds
where the payment of principal and interest is the ultimate responsibility of
companies within the same industry.
________________________
SPECIAL INVESTMENT RISKS
________________________
FOREIGN SECURITIES. The Special, Small Cap, Equity, Asset Allocation and
Income Funds may invest up to 35% of their total assets in foreign securities,
which may or may not be traded on an exchange. These Funds may purchase
securities issued by issuers in any country. Securities of foreign companies
are frequently denominated in foreign currencies, and these Funds may
temporarily hold uninvested reserves in bank deposits in foreign currencies.
As a result, these Funds will be affected favorably or unfavorably by changes
in currency rates and in exchange control regulations, and they may incur
expenses in connection with conversion between various currencies. Subject to
their investment restrictions, these Funds may invest in other investment
companies that invest in foreign securities. These Funds do not expect to
invest more than 5% of their respective assets in such investment companies.
Foreign securities may be subject to foreign government taxes that would
reduce the income yield on such securities. Certain foreign governments levy
withholding taxes against dividend and interest income. Although in some
countries a
55
<PAGE>
portion of these taxes is recoverable, the non-recovered portion of any foreign
withholding taxes would reduce the income the affected Fund received from any
foreign investments.
Foreign investments involve certain risks, such as political or economic
instability of the issuer or of the country of the issuer, difficulty of
predicting international trade patterns, and the possibility of imposition of
exchange controls. Such securities may also be subject to greater fluctuations
in price than securities of domestic corporations or of the United States
Government. In addition, the net asset value of these Funds is determined and
shares of these Funds can be redeemed only on days during which securities are
traded on the NYSE. However, foreign securities held by these Funds may be
traded on Saturdays or other holidays when the NYSE is closed. Accordingly,
the net asset value of these Funds may be significantly affected on days when
an investor has no access to these Funds.
In addition, there may be less publicly available information about a
foreign company than about a domestic company. Foreign companies generally are
not subject to uniform accounting, auditing and financial reporting standards
comparable to those applicable to domestic companies. There is generally less
government regulation of stock exchanges, brokers and listed companies abroad
than in the United States, and the absence of negotiated brokerage commissions
in certain countries may result in higher brokerage fees. With respect to
certain foreign countries, there is a possibility of expropriation,
nationalization, or confiscatory taxation, which could affect investment in
those countries.
FUTURES CONTRACTS. When a Fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When a
Fund sells a futures contract, it agrees to sell the underlying instrument at a
specified future date. The price at which the purchase and sale will take
place is fixed when a Fund enters into the contract. Some currently available
futures contracts are based on specific securities, such as U.S. Treasury bonds
or notes, and some are based on indices of securities prices, such as the
Standard & Poor's Composite Index of 500 Stocks (S&P 500) or the Bond Buyer
Municipal Bond Index. Futures can be held until their delivery dates, or can
be closed out before then if a liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a Fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had purchased
the underlying instrument directly. When a Fund sells a futures contract, by
contrast, the value of its
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<PAGE>
futures position will tend to move in a direction contrary to the market.
Selling futures contracts, therefore, will tend to offset both positive and
negative market price changes, much as if the underlying instrument had been
sold.
PURCHASE PUT AND CALL OPTIONS. By purchasing a put option, a Fund obtains
the right (but not the obligation) to sell the option's underlying instrument
at a fixed strike price. In return for this right, the Fund pays the current
market price for the option (known as the option premium). Options have
various types of underlying instruments, including specific securities, indices
of securities prices, and futures contracts. A Fund may terminate its position
in a put option it has purchased by allowing it to expire or by exercising the
option. If the option is allowed to expire, the fund will lose the entire
premium it paid. If the fund exercises the option, it completes the sale of
the underlying instrument at the strike price. A Fund may also terminate a put
option position by closing it out in the secondary market at its current price,
if a liquid secondary market exists.
The buyer of a typical put option can expect to realize a gain if the
price of the underlying security falls substantially. However, if the
underlying instrument's price does not fall enough to offset the cost of
purchasing the option, a put buyer can expect to suffer a loss (limited to the
amount of the premium paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's strike
price. A call buyer typically attempts to participate in potential price
increases of the underlying instrument with risk limited to the cost of the
option if security prices fall. At the same time, the buyer can expect to
suffer a loss if security prices do not rise sufficiently to offset the cost of
the option.
WRITING PUT AND CALL OPTIONS. When a Fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser. In return
for receipt of the premium, the Fund assumes the obligation to pay the strike
price for the option's underlying instrument if the other party to the option
chooses to exercise it. A Fund may seek to terminate its position in a put
option it writes before exercise by closing out the option in the secondary
market at its current price. If the secondary market is not liquid for a put
option a Fund has written, however, the Fund must continue to be prepared to
pay the strike price while the option is outstanding, regardless of price
changes, and must continue to set aside assets to cover its position.
57
<PAGE>
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it received.
If security prices remain the same over time, it is likely that the writer will
also profit, because it should be able to close out the option at a lower price.
If security prices fall, the put writer would expect to suffer a loss. This
loss should be less than the loss from purchasing the underlying instrument
directly, however, because the premium received for writing the option should
mitigate the effects of the decline.
Writing a call option obligates a Fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy, if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the same
time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security price
increases.
COMBINED POSITIONS. A Fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to adjust
the risk and return characteristics of the overall position. For example, a
fund may purchase a put option and write a call option on the same underlying
instrument, in order to construct a combined position whose risk and return
characteristics are similar to selling a futures contract. Another possible
combined position would involve writing a call option at one strike price and
buying a call option at a lower price, in order to reduce the risk of the
written call option in the event of a substantial price increase. Because
combined options positions involve multiple trades, they result in higher
transaction costs and may be difficult to open and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match a Fund's current or anticipated
investments exactly. A Fund may invest in options and futures contracts based
on securities with different issuers, maturities, or other characteristics from
the securities in which it typically invests, which involves a risk that the
options or futures position will not track the performance of a fund's other
investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a Fund's
investments well. Options and futures prices are affected by such factors as
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<PAGE>
current and anticipated short-term interest rates, changes in volatility of the
underlying instrument, and the time remaining until expiration of the contract,
which may not affect security prices the same way. Imperfect correlation may
also result from differing levels of demand in the options and futures markets
and the securities markets, from structural differences in how options and
futures and securities are traded, or from imposition of daily price
fluctuation limits or trading halts. A Fund may purchase or sell options and
futures contracts with a greater or lesser value than the securities it wishes
to hedge or intends to purchase in order to attempt to compensate for
differences in volatility between the contract and the securities, although
this may not be successful in all cases. If price changes in a Fund's options
or futures positions are poorly correlated with its other investments, the
positions may fail to produce anticipated gains or result in losses that are
not offset by gains in other investments.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a
liquid secondary market will exist for any particular options or futures
contract at any particular time. Options may have relatively low trading
volume and liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily price
fluctuation limits for options and futures contracts, and may halt trading if a
contract's price moves up or down more than the limit in a given day. On
volatile trading days when the price fluctuation limit is reached or a trading
halt is imposed, it may be impossible for a Fund to enter into new positions or
close out existing positions. If the secondary market for a contract is not
liquid because of price fluctuation limits or otherwise, it could prevent
prompt liquidation of unfavorable positions, and potentially could require a
fund to continue to hold a position until delivery or expiration regardless of
changes in its value. As a result, a fund's access to other assets held to
cover its options or futures positions could also be impaired.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options (OTC) (options not traded
on exchanges) generally are established through negotiation with the other
party to the option contract. While this type of arrangement allows a fund
greater flexibility to tailor an option to its needs, OTC options generally
involve greater credit risk than exchange-traded options, which are guaranteed
by the clearing organization of the exchanges where they are traded.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. A fund will comply with
guidelines established by the SEC with respect to coverage of options and
futures strategies by
59
<PAGE>
mutual funds, and if the guidelines so require will set aside appropriate
liquid assets in a segregated custodial account in the amount prescribed.
Securities held in a segregated account cannot be sold while the futures or
option strategy is outstanding, unless they are replaced with other suitable
assets. As a result, there is a possibility that segregation of a large
percentage of a fund's assets could impede portfolio management or the fund's
ability to meet redemption requests or other current obligations.
____________________
FINANCIAL STATEMENTS
____________________
Following are the financial statements for the Funds.
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<PAGE>
THE CRABBE HUSON SPECIAL FUND, INC.
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
<C> <S> <C>
COMMON STOCKS - 88.1%
- -----------------------------------------------------------------------------------
CONSUMER CYCLICALS - 8.0%
399,400 *Ann Taylor Stores, Inc............................ $ 7,239,125
1,111,000 *Bombay Company, Inc............................... 5,832,750
602,500 *Burlington Coat Factory........................... 7,380,625
654,500 Cato Corp - Class A................................ 3,149,781
1,070,500 *Payless Cashways, Inc............................. 2,007,188
1,189,600 Phillips-Van Heusen................................ 13,085,600
--------------
38,695,069
--------------
CONSUMER STAPLES - 7.0%
836,000 Fleming Companies.................................. 14,525,500
548,000 Hudson Foods, Inc. - Class A....................... 9,110,500
377,300 *Paragon Trade Brands, Inc......................... 9,904,125
--------------
33,540,125
--------------
ENERGY - 15.6%
637,100 Forest Oil Corp.................................... 9,556,500
564,600 Holly Corp......................................... 14,044,425
1,372,200 *Oryx Energy Company............................... 26,414,850
1,647,700 Snyder Oil Corp.................................... 25,127,425
--------------
75,143,200
--------------
FINANCIAL - 4.5%
387,100 *Citation Insurance Group.......................... 1,451,625
400,800 *Risk Capital Holdings, Inc........................ 7,214,400
437,400 Zurich Reinsurance Centre.......................... 13,122,000
--------------
21,788,025
--------------
HEALTHCARE - 12.8%
1,132,700 *Coventry Corp..................................... 11,468,587
197,200 *GranCare, Inc..................................... 3,549,600
697,500 *Horizon/CMS Healthcare Corp....................... 7,236,563
965,800 Integrated Health Services......................... 23,782,825
1,213,100 *Sun Healthcare Group, Inc......................... 15,467,025
--------------
61,504,600
--------------
INDUSTRIALS - 26.6%
661,200 Century Aluminum Company........................... 8,926,200
846,300 Crompton & Knowles Corp............................ 15,233,400
449,600 General Chemical Group............................. 8,542,400
418,000 Giddings & Lewis, Inc.............................. 4,911,500
352,800 Huntco, Inc........................................ 6,306,300
734,800 Longview Fibre Company............................. 12,767,150
5,738,700 *Lytton Minerals, Ltd.............................. 14,996,416
</TABLE>
*Non-income producing security.
See accompanying notes to financial statements.
61
<PAGE>
THE CRABBE HUSON SPECIAL FUND, INC.
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
COMMON STOCKS - (CONTINUED)
- -----------------------------------------------------------------------------------
<C> <S> <C>
INDUSTRIALS - (CONTINUED)
1,539,200 *MK Rail Corp...................................... $ 12,121,200
1,119,900 Oregon Steel Mills, Inc............................ 17,778,413
2,116,700 *Rollins Environmental Services.................... 4,762,575
305,300 TJ International, Inc.............................. 5,800,700
975,600 Wabash National Corp............................... 15,731,550
--------------
127,877,804
--------------
REAL ESTATE INVESTMENT TRUST - 3.2%
1,551,100 *Catellus Development Corp......................... 15,317,112
--------------
TRANSPORTATION - 10.4%
697,200 Airborne Freight Corp.............................. 13,856,850
366,600 Hunt (JB) Transportation Services, Inc............. 5,361,525
410,100 *Landstar System, Inc.............................. 9,688,613
308,900 Teekay Shipping Corp............................... 9,614,513
866,300 *Yellow Corp....................................... 11,316,043
--------------
49,837,544
--------------
Total Common Stocks 423,703,479
--------------
Total Investments - 88.1% 423,703,479
--------------
(Cost $396,950,759)**
SECURITIES SOLD SHORT - (18.9%)
- -----------------------------------------------------------------------------------
COMMON STOCKS
TECHNOLOGY - (18.9%)
213,600 America Online, Inc................................ (5,793,900)
128,900 *Compaq Computers, Corp............................ (8,974,663)
509,400 *Cypress Semiconductor............................. (5,476,050)
478,800 Gartner Group, Inc. - Class A...................... (14,723,100)
129,700 Sun Microsystems, Inc.............................. (7,911,700)
563,800 Tellabs, Inc....................................... (47,993,475)
--------------
(90,872,888)
--------------
Total Securities Sold Short - (18.9%) (90,872,888)
--------------
(Proceeds $57,485,925)***
Other Assets and (Liabilities), Net - 30.8% 148,208,814
--------------
TOTAL NET ASSETS - 100.0% $ 481,039,405
--------------
--------------
</TABLE>
* Non-income producing security.
** Aggregate cost for federal income tax purpose is $397,324,826.
*** Aggregate proceeds for federal income tax purpose is $57,312,463.
See accompanying notes to financial statements.
62
<PAGE>
CRABBE HUSON SMALL CAP FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- --------------- --------------------------------------------------- --------------
<C> <S> <C>
COMMON STOCKS - 72.4%
- ------------------------------------------------------------------------------------
BASIC MATERIALS - 3.4%
35,600 Battle Mountain Gold............................... $ 271,450
3,300 *Pegasus Gold, Inc................................. 33,000
34,600 Santa Fe Pacific Gold Corp......................... 410,875
--------------
715,325
--------------
CONSUMER CYCLICALS - 11.1%
15,000 *Ann Taylor Stores, Inc............................ 271,875
86,400 *Bombay Company, Inc............................... 453,600
41,400 *Burlington Coat Factory........................... 507,150
75,200 Cato Corp - Class A................................ 361,900
4,800 *Dress Barn, Inc................................... 63,000
81,700 *Payless Cashways, Inc............................. 153,188
44,400 Phillips-Van Heusen................................ 488,400
--------------
2,299,113
--------------
CONSUMER STAPLES - 5.0%
19,900 Fleming Companies.................................. 345,763
31,800 Hudson Foods Inc. - Class A........................ 528,675
9,100 *Suiza Foods Corp.................................. 152,425
--------------
1,026,863
--------------
ENERGY - 7.3%
34,300 Forest Oil Corp.................................... 514,500
24,500 *Hvide Marine, Inc................................. 364,437
41,200 Snyder Oil Corp.................................... 628,300
--------------
1,507,237
--------------
FINANCIAL - 5.9%
5,600 *Bank United Corp.................................. 149,100
12,200 *Farm Family Holdings.............................. 242,475
22,700 *Risk Capital Holdings, Inc........................ 408,600
14,300 Zurich Reinsurance Centre.......................... 429,000
--------------
1,229,175
--------------
HEALTHCARE - 11.8%
46,900 *Coventry Corp..................................... 474,863
26,500 Healthsource, Inc.................................. 324,625
35,200 *Horizon/CMS Healthcare Corp....................... 365,200
10,400 Integrated Health Services......................... 256,100
15,000 *Isolyser Company, Inc............................. 106,875
43,700 *Mid Atlantic Medical Services..................... 469,775
34,000 *Sun Healthcare Group, Inc......................... 433,500
--------------
2,430,938
--------------
</TABLE>
*Non-income producing security.
See accompanying notes to financial statements.
63
<PAGE>
CRABBE HUSON SMALL CAP FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- --------------- --------------------------------------------------- --------------
COMMON STOCKS - (CONTINUED)
- ------------------------------------------------------------------------------------
<C> <S> <C>
INDUSTRIALS - 19.3%
29,400 Century Aluminum Co................................ $ 396,900
25,700 Crompton & Knowles Corp............................ 462,600
14,300 General Chemical Group............................. 271,700
39,900 Giddings & Lewis, Inc.............................. 468,825
244,500 *Lytton Minerals Limited........................... 638,929
27,600 Oregon Steel Mills, Inc............................ 438,150
159,000 *Rollins Environmental Services.................... 357,750
26,500 TJ International, Inc.............................. 503,500
27,800 Wabash National Corp............................... 448,275
--------------
3,986,629
--------------
TECHNOLOGY - 0.6%
14,000 *Mentor Graphics Corp.............................. 119,000
--------------
TRANSPORTATION - 8.0%
22,500 Airborne Freight Corp.............................. 447,188
27,800 Hunt (JB) Transportation Services, Inc............. 406,575
15,900 *Landstar System, Inc.............................. 375,637
33,000 *Yellow Corp....................................... 431,062
--------------
1,660,462
--------------
Total Common Stocks 14,974,742
--------------
SHORT TERM INVESTMENTS - 4.4%
- ------------------------------------------------------------------------------------
DISCOUNT NOTE - 2.9%
$ 600,000 Federal Home Loan Bank 5.500%** 11/01/96........... 600,000
--------------
INVESTMENT COMPANY - 1.5%
302,978 Seven Seas Money Market Fund 5.040%***............. 302,978
--------------
Total Short Term Investments 902,978
--------------
Total Investments - 76.8% 15,877,720
(Cost $15,792,804)****
Other Assets and (Liabilities), Net - 23.2% 4,792,015
--------------
TOTAL NET ASSETS - 100.0% $ 20,669,735
--------------
--------------
</TABLE>
* Non-income producing security.
** Rate reflects purchase yield to maturity.
*** Rate reflects 7 day yield as of October 31, 1996.
**** Aggregate cost for federal income tax purpose is identical.
See accompanying notes to financial statements.
64
<PAGE>
CRABBE HUSON ASSET ALLOCATION FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
<C> <S> <C>
FIXED INCOME SECURITIES - 39.5%
- -----------------------------------------------------------------------------------
AGENCIES - 6.5%
$ 420,000 International Bank For Reconstruction & Development
Floater 5.890%(a) 8/07/97........................ $ 401,788
1,500,000 Student Loan Marketing Association Treasury Inverse
Floater 4.960%(b) 2/11/98........................ 1,490,625
900,000 Federal National Mortgage Association 6.080%
9/25/00.......................................... 896,229
1,200,000 Federal National Mortgage Association 8.250%
12/18/00......................................... 1,288,140
550,000 Tennessee Valley Authority 6.125% 7/15/03.......... 539,000
925,000 Federal National Mortgage Association 5.875%
2/02/06.......................................... 879,064
1,000,000 Federal Home Loan Bank 5.850% 2/21/06.............. 948,420
800,000 Interamerican Development Bank 6.125% 3/08/06...... 774,000
1,000,000 Federal Home Loan Bank 7.140% 9/13/06.............. 1,037,330
--------------
8,254,596
--------------
CMO - 0.7%
950,410 Greenwich Capital Acceptance Inc. GNMA 1993
(Principal Only) - Class B-1 (Amortized Yield to
Maturity 6.978%)................................. 896,950
--------------
CORPORATE BONDS - 11.9%
750,000 Baxter International 7.500% 5/01/97................ 755,602
550,000 Hertz Corp 8.300% 2/02/98.......................... 565,813
500,000 GMAC 8.000% 10/01/99............................... 521,875
550,000 Upjohn Co. 5.875% 4/15/00.......................... 541,750
600,000 Pepsico, Inc. 5.875% 6/01/00....................... 592,500
400,000 American Express Credit 6.500% 8/01/00............. 400,500
800,000 Ford Motor Credit 6.250% 11/08/00.................. 792,000
600,000 WMX Technologies 6.700% 5/01/01.................... 603,750
725,000 GMAC 9.000% 10/15/02............................... 808,375
600,000 IBM Corp 7.250% 11/01/02........................... 621,750
550,000 JP Morgan & Co. 7.625% 9/15/04..................... 579,562
550,000 Pacific Bell 6.250% 3/01/05........................ 528,688
550,000 Anheuser Busch 7.000% 9/01/05...................... 554,125
700,000 US West Communications 6.625% 9/15/05.............. 689,500
550,000 Bear Stearns Co. 6.875% 10/01/05................... 543,125
600,000 Snap-on, Inc. 6.625% 10/01/05...................... 597,000
975,000 Walt Disney Company 6.750% 3/30/06................. 970,125
550,000 Sysco Corp 7.000% 5/01/06.......................... 558,938
700,000 Teleport Communications 9.875% 7/01/06............. 712,250
770,000 Dupont 8.250% 9/15/06.............................. 850,850
600,000 Wal-Mart Stores 8.000% 9/15/06..................... 650,250
550,000 Eli Lilly 8.375% 12/01/06.......................... 614,625
</TABLE>
(a)Represents a structured note that pays interest at a rate that increases
(decreases) by a multiple of the peseta/deutchemark exchange rate.
(b)Inverse floater represents a security that pays interest at a rate that
increases (decreases) in
the same magnitude as a decline (increase) in the 10-year Constant Maturity
Treasuries rate
minus 180 basis points.
See accompanying notes to financial statements.
65
<PAGE>
CRABBE HUSON ASSET ALLOCATION FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
FIXED INCOME SECURITIES - (CONTINUED)
- -----------------------------------------------------------------------------------
<C> <S> <C>
CORPORATE BONDS - (CONTINUED)
$ 600,000 AT&T Corp 7.750% 3/01/07........................... $ 636,000
550,000 GTE South 6.000% 2/15/08........................... 508,062
--------------
15,197,015
--------------
</TABLE>
<TABLE>
<C> <S> <C>
FEDERAL HOME LOAN MORTGAGE CORPORATION - 4.5%
106,893 Federal Home Loan Mortgage Corp Pool #281037 9.250%
11/01/16......................................... 112,994
847,917 Federal Home Loan Mortgage Corp Pool #303033 9.000%
4/01/17.......................................... 890,117
1,288,408 Federal Home Loan Mortgage Corp Pool #C80344 7.500%
9/01/25.......................................... 1,292,801
1,356,540 Federal Home Loan Mortgage Corp Pool #D65456 7.000%
11/01/25......................................... 1,334,388
2,085,736 Federal Home Loan Mortgage Corp Pool #C80409 8.000%
6/01/26.......................................... 2,131,977
--------------
5,762,277
--------------
U.S. GOVERNMENT BONDS - 15.9%
3,300,000 U.S. Treasury Note 6.000% 9/30/98.................. 3,315,675
2,250,000 U.S. Treasury Note 5.625% 2/28/01.................. 2,213,303
2,340,000 U.S. Treasury Note 6.375% 9/30/01.................. 2,366,301
5,410,000 U.S. Treasury Note 6.000% 2/15/26.................. 4,935,543
7,400,000 U.S. Treasury Note 6.750% 8/15/26.................. 7,479,994
--------------
20,310,816
--------------
Total Fixed Income Securities 50,421,654
--------------
COMMON STOCKS - 52.1%
- -----------------------------------------------------------------------------------
BASIC MATERIALS - 3.0%
8,800 Cyprus Amax Minerals............................... 199,100
22,400 Great Lakes Chemical Corporation................... 1,167,600
113,500 *Methanex Corp..................................... 957,656
23,742 *Millenium Chemicals, Inc.......................... 480,775
31,100 WMX Technologies, Inc.............................. 1,069,062
--------------
3,874,193
--------------
COMPUTERS - 0.5%
32,800 *Bay Networks, Inc................................. 664,200
--------------
CONSUMER CYCLICALS - 10.7%
39,700 Duracell International, Inc........................ 2,649,975
42,000 Liz Claiborne, Inc................................. 1,774,500
49,300 Lowe's Companies................................... 1,990,488
18,600 Nordstrom, Inc..................................... 670,762
57,600 *Price/Costco, Inc................................. 1,144,800
38,700 Reebok International Ltd........................... 1,383,525
</TABLE>
*Non-income producing security.
See accompanying notes to financial statements.
66
<PAGE>
CRABBE HUSON ASSET ALLOCATION FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
COMMON STOCKS - (CONTINUED)
- -----------------------------------------------------------------------------------
<C> <S> <C>
CONSUMER CYCLICALS - (CONTINUED)
87,000 Singer Co.......................................... $ 1,663,875
34,000 Sunbeam Corp....................................... 837,250
56,100 Wal-Mart Stores, Inc............................... 1,493,663
--------------
13,608,838
--------------
CONSUMER STAPLES - 4.4%
39,700 American Greetings Corp - Class A.................. 1,163,706
64,700 *General Nutrition Companies....................... 1,180,775
13,900 Kellogg Co......................................... 882,650
32,900 Quaker Oats........................................ 1,167,950
28,400 Tambrands, Inc..................................... 1,210,550
--------------
5,605,631
--------------
ENERGY - 8.8%
7,600 Atlantic Richfield Co.............................. 1,007,000
42,000 Burlington Resources, Inc.......................... 2,115,750
18,700 Enron Oil & Gas.................................... 481,525
46,400 ENSERCH Corp....................................... 997,600
32,900 *ENSERCH Exploration............................... 324,888
58,800 *Noble Drilling Corp............................... 1,095,150
62,000 Occidental Petroleum Corp.......................... 1,519,000
31,100 Tenneco, Inc....................................... 1,539,450
18,000 Tidewater, Inc..................................... 787,500
36,600 Union Texas Petroleum Holdings, Inc................ 782,325
20,700 *Weatherford Enterra, Inc.......................... 600,300
--------------
11,250,488
--------------
FINANCIAL - 3.6%
11,200 Countrywide Credit Industries, Inc................. 319,200
49,700 Equitable Companies, Inc........................... 1,167,950
27,100 ITT Hartford Group, Inc............................ 1,707,300
30,800 Salomon, Inc....................................... 1,389,850
--------------
4,584,300
--------------
HEALTHCARE - 1.6%
42,500 *MedPartners, Inc.................................. 897,813
7,800 Pharmacia & Upjohn, Inc............................ 280,800
18,300 *Scherer R.P. Corp................................. 848,662
--------------
2,027,275
--------------
INDUSTRIALS - 6.7%
52,300 *Bethlehem Steel Corp.............................. 424,938
41,500 Cincinnati Milacron, Inc........................... 793,687
56,100 *Detroit Diesel Corp............................... 1,037,850
9,600 Inland Steel Ind................................... 154,800
31,600 J & L Specialty Steel, Inc......................... 371,300
</TABLE>
*Non-income producing security.
See accompanying notes to financial statements.
67
<PAGE>
CRABBE HUSON ASSET ALLOCATION FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
COMMON STOCKS - (CONTINUED)
- -----------------------------------------------------------------------------------
<C> <S> <C>
INDUSTRIALS - (CONTINUED)
56,700 Louisiana Pacific Corp............................. $ 1,183,613
68,200 McDermott International, Inc....................... 1,210,550
82,800 *National Steel Corp - Class B..................... 714,150
9,700 Trinova Corp....................................... 318,887
78,600 *USG Corp.......................................... 2,318,700
--------------
8,528,475
--------------
PUBLISHING & PRINTING - 0.8%
29,900 Readers Digest Association - Class A............... 1,065,188
--------------
REAL ESTATE INVESTMENT TRUST - 0.7%
31,100 Spieker Properties................................. 956,325
--------------
TECHNOLOGY - 3.6%
30,300 AMP, Inc........................................... 1,026,412
40,500 *National Semiconductor Corp....................... 779,625
7,500 *Silicon Graphics.................................. 138,750
210,300 *Tandem Computers, Inc............................. 2,655,038
--------------
4,599,825
--------------
TELECOMMUNICATIONS - 2.3%
40,003 *Cox Communications, Inc. - Class A................ 740,056
42,200 *DSC Communications Corp........................... 585,525
9,500 *U.S. West Media Group............................. 148,437
81,300 Westinghouse Electric Corp......................... 1,392,263
--------------
2,866,281
--------------
TRANSPORTATION - 3.4%
93,100 Consolidated Freightways, Inc...................... 2,234,400
27,899 *Gulfstream Aerospace Corp......................... 659,137
122,600 Laidlaw, Inc. - Class B............................ 1,440,550
--------------
4,334,087
--------------
UTILITIES - 2.0%
38,000 Entergy Corp....................................... 1,064,000
68,800 Pacificorp......................................... 1,453,400
--------------
2,517,400
--------------
Total Common Stocks 66,482,506
--------------
</TABLE>
*Non-income producing security.
See accompanying notes to financial statements.
68
<PAGE>
CRABBE HUSON ASSET ALLOCATION FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
SHORT TERM INVESTMENTS - 8.5%
- -----------------------------------------------------------------------------------
<C> <S> <C>
DISCOUNT NOTE - 0.2%
$ 285,000 Federal Home Loan Bank 5.430%* 3/07/97............. $ 279,583
--------------
INVESTMENT COMPANY - 5.0%
6,393,661 Seven Seas Money Market Fund 5.040%**.............. 6,393,661
--------------
REPURCHASE AGREEMENT - 3.3%
4,125,166 State Street Bank and Trust Company*** 4.000%
11/1/96.......................................... 4,125,166
--------------
Total Short Term Investments 10,798,410
--------------
Total Investments - 100.1% 127,702,570
(Cost $120,771,126)****
Cash - 0.1% 178,270
Other Assets and (Liabilities), Net - (0.2%) (337,167)
--------------
TOTAL NET ASSETS - 100.0% $ 127,543,673
--------------
--------------
</TABLE>
* Rates reflect purchase yield to maturity.
** Rate reflects 7 day yield as of October 31, 1996.
*** The repurchase agreement, dated 10/31/96, $4,125,624 due 11/1/96, is
collateralized by a $4,095,000 U.S. Treasury Note, 7.50%, maturing
12/31/96, with a market value of $4,211,089.
**** Aggregate cost for federal income tax purpose is $120,827,999.
69
<PAGE>
CRABBE HUSON EQUITY FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
<C> <S> <C>
COMMON STOCKS - 91.0%
- -----------------------------------------------------------------------------------
BASIC MATERIALS - 6.1%
112,500 Cyprus Amax Minerals............................... $ 2,545,313
163,700 Great Lakes Chemical Corp.......................... 8,532,862
612,300 *Methanex Corp..................................... 5,166,282
203,735 *Millenium Chemicals, Inc.......................... 4,125,634
193,300 WMX Technologies, Inc.............................. 6,644,687
--------------
27,014,778
--------------
COMPUTERS - 0.7%
159,800 *Bay Networks, Inc................................. 3,235,950
--------------
CONSUMER CYCLICALS - 16.4%
224,500 Duracell International, Inc........................ 14,985,375
236,100 Liz Claiborne, Inc................................. 9,975,225
266,900 Lowe's Companies................................... 10,776,088
100,200 Nordstrom, Inc..................................... 3,613,462
313,500 *Price/Costco, Inc................................. 6,230,813
192,700 Reebok International, Ltd.......................... 6,889,025
503,100 Singer Co.......................................... 9,621,787
81,900 Sunbeam Corp....................................... 2,016,787
304,100 Wal-Mart Stores, Inc............................... 8,096,663
--------------
72,205,225
--------------
CONSUMER STAPLES - 8.7%
282,700 American Greetings Corp - Class A.................. 8,286,644
347,900 *General Nutrition Companies....................... 6,349,175
93,500 Kellogg Co......................................... 5,937,250
262,800 Quaker Oats........................................ 9,329,400
200,800 Tambrands, Inc..................................... 8,559,100
--------------
38,461,569
--------------
ENERGY - 15.2%
56,400 Atlantic Richfield Co.............................. 7,473,000
203,200 Burlington Resources, Inc.......................... 10,236,200
136,400 Enron Oil & Gas.................................... 3,512,300
141,000 ENSERCH Corp....................................... 3,031,500
222,900 *ENSERCH Exploration............................... 2,201,138
298,000 *Noble Drilling Corp............................... 5,550,250
457,400 Occidental Petroleum Corp.......................... 11,206,300
177,500 Tenneco, Inc....................................... 8,786,250
119,300 Tidewater, Inc..................................... 5,219,375
248,600 Union Texas Petroleum Holdings, Inc................ 5,313,825
152,000 *Weatherford Enterra, Inc.......................... 4,408,000
--------------
66,938,138
--------------
</TABLE>
*Non-income producing security.
See accompanying notes to financial statements.
70
<PAGE>
CRABBE HUSON EQUITY FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
<C> <S> <C>
COMMON STOCKS - (CONTINUED)
- -----------------------------------------------------------------------------------
FINANCIAL - 6.3%
94,800 Countrywide Credit Industries, Inc................. $ 2,701,800
267,100 Equitable Companies, Inc........................... 6,276,850
141,500 ITT Hartford Group, Inc............................ 8,914,500
219,600 Salomon, Inc....................................... 9,909,450
--------------
27,802,600
--------------
HEALTHCARE - 3.0%
286,100 *Medpartners, Inc.................................. 6,043,862
56,900 Pharmacia & Upjohn, Inc............................ 2,048,400
113,400 *Scherer R.P. Corp................................. 5,258,925
--------------
13,351,187
--------------
INDUSTRIALS - 12.5%
354,000 *Bethlehem Steel Corp.............................. 2,876,250
226,900 Cincinnati Milacron, Inc........................... 4,339,462
297,600 *Detroit Diesel Corp............................... 5,505,600
69,500 Inland Steel Industries............................ 1,120,687
229,000 J & L Specialty Steel, Inc......................... 2,690,750
374,500 Louisiana Pacific Corp............................. 7,817,688
498,500 McDermott International, Inc....................... 8,848,375
494,700 *National Steel Corp - Class B..................... 4,266,788
59,900 Trinova Corp....................................... 1,969,213
537,600 *USG Corp.......................................... 15,859,200
--------------
55,294,013
--------------
PUBLISHING & PRINTING - 1.8%
218,500 Readers Digest Association......................... 7,784,062
--------------
REAL ESTATE INVESTMENT TRUST - 1.7%
248,100 *Spieker Properties, Inc........................... 7,629,075
--------------
TECHNOLOGY - 6.6%
243,300 AMP, Inc........................................... 8,241,787
296,200 *National Semiconductor Corp....................... 5,701,850
51,300 *Silicon Graphics.................................. 949,050
1,121,700 *Tandem Computers, Inc............................. 14,161,463
--------------
29,054,150
--------------
TELECOMMUNICATIONS - 3.8%
167,219 *Cox Communications, Inc. - Class A................ 3,093,552
306,700 *DSC Communications Corp........................... 4,255,463
109,300 *US West Media Group............................... 1,707,812
457,500 Westinghouse Electric Corp......................... 7,834,687
--------------
16,891,514
--------------
</TABLE>
*Non-income producing security.
See accompanying notes to financial statements.
71
<PAGE>
CRABBE HUSON EQUITY FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
<C> <S> <C>
COMMON STOCKS - (CONTINUED)
- -----------------------------------------------------------------------------------
TRANSPORTATION - 6.5%
596,100 Consolidated Freightways, Inc...................... $ 14,306,400
249,999 *Gulfstream Aerospace Corp......................... 5,906,249
693,300 Laidlaw, Inc. - Class B............................ 8,146,275
--------------
28,358,924
--------------
UTILITIES - 1.7%
261,000 Entergy Corp....................................... 7,308,000
--------------
Total Common Stocks 401,329,185
--------------
SHORT TERM INVESTMENTS - 10.5%
- -----------------------------------------------------------------------------------
DISCOUNT NOTES** - 8.7%
FEDERAL FARM CREDIT BANK - 0.4%
$ 1,945,000 5.180% 11/08/96.................................... 1,943,041
--------------
FEDERAL HOME LOAN BANK - 8.3%
670,000 5.250% 11/01/96.................................... 670,000
1,200,000 5.500% 11/01/96.................................... 1,200,000
6,520,000 5.130% 11/08/96.................................... 6,513,470
10,000,000 5.150% 11/12/96.................................... 9,984,188
1,250,000 5.400% 11/15/96.................................... 1,247,375
1,350,000 5.190% 11/19/96.................................... 1,346,497
750,000 5.350% 12/02/96.................................... 746,545
1,325,000 5.260% 12/03/96.................................... 1,318,805
85,000 5.430% 12/10/96.................................... 84,500
65,000 5.160% 12/12/96.................................... 64,618
470,000 5.190% 12/30/96.................................... 466,002
620,000 5.430% 1/07/97..................................... 613,734
2,700,000 5.200% 1/15/97..................................... 2,670,312
115,000 5.350% 1/22/97..................................... 113,599
405,000 5.380% 1/23/97..................................... 399,976
2,160,000 5.200% 1/27/97..................................... 2,132,660
1,660,000 5.250% 1/29/97..................................... 1,638,455
1,115,000 5.310% 2/21/97..................................... 1,096,580
580,000 5.200% 2/24/97..................................... 570,366
880,000 5.210% 2/25/97..................................... 865,227
690,000 5.210% 3/03/97..................................... 677,817
255,000 5.470% 3/05/97..................................... 250,196
90,000 5.210% 3/24/97..................................... 88,137
290,000 5.220% 4/02/97..................................... 283,608
890,000 5.220% 4/24/97..................................... 867,545
815,000 5.180% 4/28/97..................................... 794,126
--------------
36,704,338
--------------
</TABLE>
*Non-income producing security.
**Rates reflect purchase yield to maturity.
See accompanying notes to financial statements.
72
<PAGE>
CRABBE HUSON EQUITY FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
SHORT TERM INVESTMENTS - (CONTINUED)
- -----------------------------------------------------------------------------------
<C> <S> <C>
INVESTMENT COMPANY - 1.8%
7,791,882 Seven Seas Money Market Fund 5.040%***............. $ 7,791,882
--------------
Total Short Term Investments 46,439,261
--------------
Total Investments - 101.5% 447,768,446
(Cost $413,067,515 )****
Cash - 0.6% 2,501,906
Other Assets and (Liabilities), Net - (2.1%) (9,277,411)
--------------
TOTAL NET ASSETS - 100.0% $ 440,992,941
--------------
--------------
</TABLE>
*** Rate reflects 7 day yield as of October 31, 1996.
**** Aggregate cost for federal income tax purpose is $413,171,322.
See accompanying notes to financial statements.
73
<PAGE>
CRABBE HUSON REAL ESTATE INVESTMENT FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
<C> <S> <C>
COMMON STOCKS - 87.4%
- -----------------------------------------------------------------------------------
REAL ESTATE INVESTMENT TRUST - 87.4%
APARTMENT - 31.3%
31,900 Ambassador Apartments, Inc......................... $ 645,975
4,000 Associated Estates Realty Corp..................... 82,000
8,000 Camden Property Trust.............................. 218,000
26,400 Columbus Realty Trust.............................. 554,400
5,000 Equity Residential Properties Trust................ 183,750
33,000 Evans Withycombe Residential....................... 697,125
13,000 Merry Land & Investment Company.................... 273,000
15,500 Mid-America Apartment Communities.................. 393,312
32,600 Oasis Residential, Inc............................. 692,750
29,100 Pacific Gulf Properties, Inc....................... 541,987
19,000 Paragon Group, Inc................................. 304,000
13,000 Security Capital Atlantic.......................... 308,750
18,000 Smith Charles Residential.......................... 438,750
43,300 SouthWest Property Trust........................... 649,500
20,200 Summit Properties, Inc............................. 396,425
3,700 Wellsford Residential Property..................... 85,100
--------------
6,464,824
--------------
OFFICE/INDUSTRIAL - 20.4%
14,000 *Arden Realty Group................................ 316,750
19,400 CarrAmerica Realty Corp............................ 487,425
11,000 Colonial Properties Trust.......................... 291,500
17,500 Duke Realty Investments............................ 603,750
40,900 Liberty Property Trust............................. 884,463
44,500 *Prentiss Properties............................... 917,813
39,600 Security Capital Industrial........................ 717,750
--------------
4,219,451
--------------
LODGING - 4.6%
15,000 *Boykin Lodging Trust, Inc......................... 300,000
9,650 FelCor Suite Hotels, Inc........................... 316,037
21,000 RFS Hotel Investors, Inc........................... 341,250
--------------
957,287
--------------
MALLS - 3.7%
19,040 Simon Debartelo Group.............................. 502,180
22,750 Taubman Centers, Inc............................... 255,938
--------------
758,118
--------------
</TABLE>
*Non-income producing security.
See accompanying notes to financial statements.
74
<PAGE>
CRABBE HUSON REAL ESTATE INVESTMENT FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
COMMON STOCKS - (CONTINUED)
- -----------------------------------------------------------------------------------
<C> <S> <C>
OUTLET CENTERS - 10.5%
28,200 Horizon Group, Inc................................. $ 595,725
80,500 Prime Retail, Inc.................................. 935,813
26,300 Tanger Factory Outlet Center....................... 637,775
--------------
2,169,313
--------------
SHOPPING CENTER - 14.8%
28,300 Bradley Real Estate................................ 470,488
12,000 Commercial Net Lease Realty........................ 165,000
8,200 Developers Diversified Realty...................... 275,725
32,750 Glimcher Realty Trust.............................. 630,437
42,000 Kranzco Realty Trust............................... 640,500
25,500 Malan Realty Investors, Inc........................ 360,187
9,500 New Plan Realty.................................... 205,437
14,000 Regency Realty Corp................................ 304,500
--------------
3,052,274
--------------
STORAGE - 2.1%
5,800 Shurgard Storage................................... 152,250
6,000 Storage Trust Realty............................... 138,750
4,000 Storage USA, Inc................................... 139,000
--------------
430,000
--------------
Total Common Stocks 18,051,267
--------------
SHORT TERM INVESTMENTS - 18.3%
- -----------------------------------------------------------------------------------
DISCOUNT NOTE - 15.5%
$3,200,000 Federal Home Loan Bank 5.500%** 11/01/96........... 3,200,000
--------------
INVESTMENT COMPANY - 2.8%
571,703 Seven Seas Money Market Fund 5.04%***.............. 571,704
--------------
Total Short Term Investments 3,771,704
--------------
Total Investments - 105.7% 21,822,971
(Cost $20,575,173)****
Cash - 0% 300
Other Assets and (Liabilities), Net - (5.7%) (1,174,331)
--------------
TOTAL NET ASSETS - 100.0% $ 20,648,940
--------------
--------------
</TABLE>
** Rate reflects purchase yield to maturity.
*** Rate reflects 7 day yield as of October 31, 1996.
**** Aggregate cost for federal income tax purpose is identical.
See accompanying notes to financial statements.
*Non-income producing security.
See accompanying notes to financial statements.
75
<PAGE>
CRABBE HUSON OREGON TAX-FREE FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
<C> <S> <C>
FIXED INCOME SECURITIES - 98.5%
- -----------------------------------------------------------------------------------
CERTIFICATE OF PARTICIPATION BONDS - 1.0%
$ 250,000 City of Portland 6.950% 4/01/99.................... $ 265,313
--------------
INSURED BONDS - 43.1%
250,000 Clackamas County Hospital Facility Revenue 5.800% 261,875
3/01/02 (MBIA)...................................
200,000 Yamhill County School District #29J 4.800% 6/01/02 201,500
(FSA)............................................
250,000 Josephine County Oregon School District 5.750% 264,375
6/01/02 (FGIC)...................................
340,000 Hood River County Oregon School District 6.000% 365,075
6/01/03 (AMBAC)..................................
250,000 Emerald Peoples Utility District 5.450% 11/01/03 259,063
(AMBAC)..........................................
500,000 Deschutes/Jefferson County School District 5.300% 513,125
6/01/04 (MBIA)...................................
260,000 Hood River County Oregon School District 6.000% 279,175
6/01/04 (AMBAC)..................................
300,000 Jefferson County School District #509J 6.500% 330,750
6/15/04 (FSA)....................................
400,000 University of Puerto Rico Services 5.100% 6/01/05 408,000
(MBIA)...........................................
350,000 Portland Oregon Sewer System 5.750% 10/01/05 370,125
(FGIC)...........................................
500,000 Washington County Sewer System 5.800% 10/01/05 529,375
(AMBAC)..........................................
125,000 Marion County Oregon School District 6.000% 134,531
11/01/05 (FGIC)..................................
1,015,000 Crook County Oregon School District 4.700% 2/01/06 975,669
(FSA)............................................
435,000 Jefferson County Oregon School District 5.400% 444,244
6/15/06 (FSA)....................................
400,000 Oregon State Facility - Series A 6.100% 9/01/06 424,000
(AMBAC)..........................................
350,000 Washington County Sewer System 5.900% 10/01/06 370,562
(AMBAC)..........................................
940,000 McMinnville Sewer System 4.700% 2/01/07 (FGIC)..... 909,450
335,000 Jackson County Oregon School District 5.200% 336,256
6/01/07 (FSA)....................................
450,000 Josephine County Oregon School District 5.750% 473,062
6/01/07 (FGIC)...................................
1,000,000 Salem Keizer School District #24-J 5.500% 6/01/07 1,023,750
(FGIC)...........................................
1,100,000 Multnomah County School District 5.600% 12/01/07 1,145,375
(FGIC)...........................................
</TABLE>
See accompanying notes to financial statements.
76
<PAGE>
CRABBE HUSON OREGON TAX-FREE FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
<C> <S> <C>
FIXED INCOME SECURITIES - (CONTINUED)
- -----------------------------------------------------------------------------------
INSURED BONDS - (CONTINUED)
$ 160,000 Marion County Oregon School District 4.850% 6/01/08 $ 154,600
(AMBAC)..........................................
135,000 Bend County Library 5.375% 6/01/11 (AMBAC)......... 134,831
100,000 Washington County School District 6.100% 6/01/12 105,250
(FSA)............................................
350,000 Portland Oregon Sewer System 6.000% 10/01/12 365,312
(FGIC)...........................................
500,000 McMinnville Sewer System 5.000% 2/01/14 (FGIC)..... 473,750
--------------
11,253,080
--------------
STATE OF OREGON
GENERAL OBLIGATION - 9.4%
40,000 State of Oregon G.O. 7.700% 3/01/02................ 41,180
100,000 State of Oregon G.O. 9.000% 4/01/03................ 123,000
205,000 State of Oregon G.O. 8.200% 7/01/04................ 248,050
150,000 State of Oregon G.O. 7.200% 7/01/04................ 172,875
110,000 State of Oregon G.O. 6.000% 8/01/04................ 118,525
200,000 State of Oregon G.O. 9.000% 10/01/04............... 225,000
355,000 State of Oregon G.O. 6.750% 5/01/05................ 400,707
250,000 State of Oregon G.O. (Veterans) 7.250% 7/01/06..... 293,125
200,000 State of Oregon G.O. 7.250% 1/01/07................ 235,000
200,000 State of Oregon G.O. (Veterans) 8.250% 1/01/07..... 249,750
100,000 State of Oregon G.O. (Alt Energy) 6.400% 1/01/08... 104,000
180,000 State of Oregon G.O. 9.200% 4/01/08................ 241,875
--------------
2,453,087
--------------
PRE-REFUNDED BONDS* - 2.2%
250,000 Oregon State Revenue - Series B 6.250% 1/01/08..... 270,938
185,000 Oregon Economic Development Dept-Series B 6.350% 201,188
1/01/13..........................................
100,000 Oregon State Department General Services 7.200% 110,125
1/15/15..........................................
--------------
582,251
--------------
REVENUE BONDS - 5.1%
545,000 Oregon State Light Rail 7.000% 6/01/04............. 611,762
220,000 Portland Oregon Sewer System Revenue 5.550% 231,000
6/01/04..........................................
100,000 Portland Oregon Sewer System Revenue 5.150% 99,875
3/01/08..........................................
160,000 Portland Oregon Building Service 4.750% 4/01/08.... 154,400
100,000 Portland Oregon Sewer System Revenue 5.100% 99,875
8/01/08..........................................
150,000 Metro Oregon Regional Center 5.000% 8/01/10........ 140,625
--------------
1,337,537
--------------
</TABLE>
*Dates reflect pre-refunded dates.
See accompanying notes to financial statements.
77
<PAGE>
CRABBE HUSON OREGON TAX-FREE FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
FIXED INCOME SECURITIES - (CONTINUED)
- -----------------------------------------------------------------------------------
<C> <S> <C>
OTHER BONDS
GENERAL OBLIGATION - 14.6%
$ 330,000 Puerto Rico Commonwealth G.O. 7.125% 7/01/02....... $ 342,375
200,000 Multnomah County Oregon School District 4.250% 193,500
6/01/03..........................................
210,000 Washington & Clackamas School District 5.250% 214,200
6/01/03..........................................
300,000 Deschutes G.O. School District #1 5.800% 2/01/04... 315,000
15,000 Washington & Clackamas School District 5.000% 14,850
1/01/05..........................................
410,000 Washington & Clackamas School District 5.250% 414,100
6/01/05..........................................
200,000 Clackamas Community College 5.100% 12/01/05........ 201,500
135,000 Portland Oregon Community College 5.800% 7/01/06... 140,231
1,000,000 Tri-Met Light Rail 5.900% 7/01/06.................. 1,041,250
300,000 Salem Oregon - Series A 5.875% 1/01/07............. 309,000
400,000 Metro Oregon Open Spaces Program 4.900% 9/01/07.... 389,500
240,000 Lane County Area Education District 4.850% 234,900
6/01/08..........................................
--------------
3,810,406
--------------
REVENUE BONDS - 9.9%
335,000 Central Lincoln PUD 6.500% 1/01/02................. 360,125
600,000 Clackamas County Hospital (Sisters of Providence) 646,500
6.200% 10/01/02..................................
350,000 City of Portland (Urban Renewal) 5.700% 6/01/04.... 366,188
435,000 Multnomah County School District 5.000% 3/01/07.... 429,562
765,000 Salem Educational Facility (Revenue) 6.000% 796,556
4/01/10..........................................
--------------
2,598,931
--------------
PRE-REFUNDED BONDS* - 13.2%
175,000 Clackamas & Washington County School District #23 175,656
4.750% 06/01/02..................................
250,000 Clackamas & Washington County School District #003 269,687
7.200% 10/01/05..................................
200,000 Clackamas & Washington County School District #003 216,000
7.250% 10/01/09..................................
310,000 Emerald Peoples Utility District 6.300% 11/01/01... 334,413
400,000 Metropolitan Service District 7.000% 7/01/01....... 437,500
250,000 Emerald Peoples Utility District 6.500% 11/01/03... 272,812
250,000 Washington County School District 6.200% 9/01/04... 268,750
125,000 Marion & Polk County School District 5.700% 132,344
10/01/05.........................................
328,000 Deschutes County (St. Charles Medical Center) 351,780
6.750% 1/01/06...................................
150,000 Marion & Polk County Oregon School District 4.750% 143,625
10/01/06.........................................
270,000 Port of Morrow (Pollution Control) 6.375% 293,288
4/01/08..........................................
</TABLE>
*Dates reflect pre-refunded dates.
See accompanying notes to financial statements.
78
<PAGE>
CRABBE HUSON OREGON TAX-FREE FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
FIXED INCOME SECURITIES - (CONTINUED)
- -----------------------------------------------------------------------------------
<C> <S> <C>
PRE-REFUNDED BONDS* - (CONTINUED)
$ 225,000 Marion & Polk County School District #24-J 6.000% $ 241,594
10/01/10.........................................
270,000 Metropolitan Service District 6.600% 7/01/11....... 290,925
--------------
3,428,374
--------------
Total Fixed Income Securities 25,728,979
--------------
SHORT TERM INVESTMENT - 0.0%
- -----------------------------------------------------------------------------------
INVESTMENT COMPANY - 0.0%
7,391 DreyfusTax-Exempt Cash Management Fund 3.400%**.... 7,391
--------------
Total Investments - 98.5% 25,736,370
(Cost $24,811,193)***
Other Assets and (Liabilities), Net - 1.5% 398,651
--------------
TOTAL NET ASSETS - 100.0% $ 26,135,021
--------------
--------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
PORTFOLIO ALLOCATION TABLE:
- -------------------------------------------------------------
Education.................................................... 38.3%
Refunding Bonds.............................................. 19.2
Sewer & Water................................................ 11.4
Transportation............................................... 6.4
Health & Hospital............................................ 3.8
Public Improvements.......................................... 4.2
Electric Utility............................................. 1.3
Miscellaneous................................................ 13.9
Total Investments............................................ 98.5%
</TABLE>
AMBAC - American Municipal Bond Assurance Corp.
FGIC - Financial Guaranty Insurance Corp.
FSA - Financial Security Assurance
G.O. - General Obligation
MBIA - Municipal Bond Insurance Assoc.
PUD - Public Utility District
* Dates reflect pre-refunded dates.
** Rate reflects 7 day yield as of October 31, 1996.
*** Aggregate cost for federal income tax purpose is identical.
See accompanying notes to financial statements.
79
<PAGE>
CRABBE HUSON U.S. GOVERNMENT INCOME FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
<C> <S> <C>
FIXED INCOME SECURITIES - 98.3%
- -----------------------------------------------------------------------------------
AGENCIES - 10.8%
$ 255,000 International Bank For Reconstruction & Development
Floater 5.390%(a) 08/07/97....................... $ 243,943
150,000 Federal National Mortgage Association 4.950%
9/30/98.......................................... 147,738
120,000 Federal National Mortgage Association 6.080%
9/25/00.......................................... 119,497
100,000 Federal National Mortgage Association 8.250%
12/18/00......................................... 107,345
50,000 Federal Home Loan Bank 7.590% 3/10/05.............. 53,138
50,000 Federal National Mortgage Association 7.375%
3/28/05.......................................... 52,469
200,000 Federal National Mortgage Association 5.875%
2/02/06.......................................... 190,068
--------------
914,198
--------------
U.S. GOVERNMENT BONDS - 87.5%
4,645,000 U. S. Treasury Note 5.000% 1/31/98................. 4,610,209
30,000 U. S. Treasury Note 5.125% 2/28/98................. 29,799
125,000 U. S. Treasury Note 6.250% 7/31/98................. 126,095
1,000,000 U. S. Treasury Note 6.125% 8/31/98................. 1,006,670
500,000 U. S. Treasury Note 6.000% 9/30/98................. 502,375
585,000 U. S. Treasury Note 6.250% 8/31/00................. 589,276
100,000 U. S. Treasury Note 5.625% 11/30/00................ 98,519
500,000 U. S. Treasury Note 5.625% 2/28/01................. 491,845
--------------
7,454,788
--------------
Total Fixed Income Securities 8,368,986
--------------
SHORT TERM INVESTMENT - 0.5%
- -----------------------------------------------------------------------------------
REPURCHASE AGREEMENT - 0.5%
45,569 State Street Bank and Trust Company** 4.00%
11/01/96......................................... 45,569
--------------
Total Investments - 98.8% 8,414,555
--------------
(Cost $8,407,586)***
Other Assets and (Liabilities), Net - 1.2% 102,501
--------------
TOTAL NET ASSETS - 100.0% $ 8,517,056
--------------
--------------
</TABLE>
(a) Represents a structured note that pays interest at a rate that
increases (decreases) by a multiple of the peseta/deutchemark exchange
rate.
** The repurchase agreement, dated 10/31/96, $45,574 due 11/1/96, is
collateralized by a $46,000 U.S. Treasury Note, 7.500%, maturing
12/31/96, with a market value of $47,304.
*** Aggregate cost for federal income tax purpose is $8,422,053.
See accompanying notes to financial statements.
80
<PAGE>
CRABBE HUSON U.S. GOVERNMENT MONEY MARKET FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
<C> <S> <C>
FIXED INCOME SECURITIES* - 99.5%
- -----------------------------------------------------------------------------------
U.S. GOVERNMENT & AGENCY - 99.5%
TREASURY BILLS - 9.3%
$ 3,950,000 5.025% 12/12/96.................................... $ 3,927,394
--------------
DISCOUNT NOTES - 90.2%
FEDERAL FARM CREDIT BANK
55,000 5.180% 11/08/96.................................... 54,945
FEDERAL HOME LOAN BANK
330,000 5.500% 11/01/96.................................... 330,000
500,000 5.240% 11/04/96.................................... 499,782
3,000,000 5.270% 11/05/96.................................... 2,998,243
480,000 5.130% 11/08/96.................................... 479,516
250,000 5.400% 11/15/96.................................... 249,475
650,000 5.190% 11/19/96.................................... 648,313
2,000,000 5.190% 11/20/96.................................... 1,994,522
1,250,000 5.350% 12/02/96.................................... 1,244,241
1,675,000 5.260% 12/03/96.................................... 1,667,168
915,000 5.430% 12/10/96.................................... 909,618
935,000 5.160% 12/12/96.................................... 929,505
530,000 5.190% 12/30/96.................................... 525,492
1,000,000 5.190% 12/31/96.................................... 991,350
1,500,000 5.240% 1/02/97..................................... 1,486,463
1,380,000 5.430% 1/07/97..................................... 1,366,054
2,000,000 5.420% 1/08/97..................................... 1,979,487
3,800,000 5.200% 1/15/97..................................... 3,758,709
2,000,000 5.200% 1/21/97..................................... 1,976,600
885,000 5.350% 1/22/97..................................... 874,215
1,595,000 5.380% 1/23/97..................................... 1,575,216
840,000 5.200% 1/27/97..................................... 829,302
340,000 5.250% 1/29/97..................................... 335,587
1,885,000 5.310% 2/21/97..................................... 1,854,171
420,000 5.200% 2/24/97..................................... 413,023
120,000 5.210% 2/25/97..................................... 117,985
310,000 5.210% 3/03/97..................................... 304,527
745,000 5.470% 3/05/97..................................... 730,963
1,715,000 5.430% 3/07/97..................................... 1,682,406
2,910,000 5.210% 3/24/97..................................... 2,849,777
710,000 5.220% 4/02/97..................................... 694,352
1,000,000 5.210% 4/15/97..................................... 976,121
110,000 5.220% 4/24/97..................................... 107,225
185,000 5.180% 4/28/97..................................... 180,262
450,000 5.380% 6/27/97..................................... 433,995
--------------
38,048,610
--------------
</TABLE>
*Rates reflect purchase yield to maturity.
See accompanying notes to financial statements.
81
<PAGE>
CRABBE HUSON U.S. GOVERNMENT MONEY MARKET FUND
SCHEDULE OF INVESTMENTS
October 31, 1996
<TABLE>
<CAPTION>
SHARES OR
FACE VALUE SECURITIES DESCRIPTION MARKET VALUE
- -------------- --------------------------------------------------- --------------
OTHER INVESTMENTS - 0.0%
- -----------------------------------------------------------------------------------
<C> <S> <C>
REPURCHASE AGREEMENT - 0.0%
$ 2,515 State Street Bank and Trust Company** 4.000%
11/1/96.......................................... $ 2,515
--------------
Total Investments - 99.5% 41,978,519
(Cost $41,978,519)***
Cash - 0.0% 407
Other Assets and (Liabilities), Net - 0.5% 191,769
--------------
TOTAL NET ASSETS - 100.0% $ 42,170,695
--------------
--------------
</TABLE>
** The repurchase agreement, dated 10/31/96, $2,515 due 11/1/96, is
collateralized by a $3,000 U.S. Treasury Note, 7.50%, maturing
12/31/96, with a market value of $3,085.
*** Aggregate cost for federal income tax purpose is identical.
See accompanying notes to financial statements.
82
<PAGE>
- -----------------------------------------------------------------------------
CRABBE HUSON FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
October 31, 1996
<TABLE>
<CAPTION>
THE CRABBE CRABBE HUSON
HUSON SPECIAL SMALL CAP
FUND, INC. FUND
----------------- ----------------
<S> <C> <C>
ASSETS:
Investment securities, at market (Note
5) $ 423,703,479 $ 15,877,720
Cash -- --
Deposits with brokers and custodian for
securities sold short 89,967,825 --
Receivables:
Dividends and interest 204,635 2,636
Fund shares sold 163,731 5,076,953
Investment securities sold 3,811,132 --
Proceeds from securities sold short 57,485,925 --
Organization expenses (Notes 1 & 3) 155,092 124,499
Prepaid Expenses 32,796 700
----------------- ----------------
$ 575,524,615 $ 21,082,508
----------------- ----------------
LIABILITIES:
Securities sold short, at market
(proceeds $57,485,925) 90,872,888 --
Payables:
Investment securities purchased -- 243,042
Fund shares redeemed 1,137,246 49,139
Short sales closed 1,917,294 --
Directors/Trustees Fees (Note 2) 10,154 182
Income dividend -- --
Payable to Advisor for organization
expenses -- 102,000
Accrued liabilities 547,628 18,410
----------------- ----------------
94,485,210 412,773
----------------- ----------------
NET ASSETS: $ 481,039,405 $ 20,669,735
----------------- ----------------
----------------- ----------------
NET ASSETS CONSIST OF:
Capital shares 35,099 --
Capital paid in 474,613,889 20,155,561
Undistributed (distributed in excess
of) net investment income 2,964,508 49,849
Undistributed net realized gain (loss)
on investments 10,060,152 379,409
Net unrealized appreciation
(depreciation) on investments and
short sales (Note 5) (6,634,243) 84,916
----------------- ----------------
$ 481,039,405 $ 20,669,735
PRIMARY CLASS
Net Assets $ 481,039,405 $ 19,155,792
Shares outstanding (Note 4) 35,099,274 1,738,616
----------------- ----------------
----------------- ----------------
NET ASSET VALUE, OFFERING AND REDEMPTION
PRICE PER SHARE $ 13.71 $ 11.02
---------------- ---------------
---------------- ---------------
INSTITUTIONAL CLASS
Net Assets -- $ 1,513,943
Shares outstanding (Note 4) -- 137,489
---------------- ---------------
---------------- ---------------
NET ASSET VALUE, OFFERING AND REDEMPTION
PRICE PER SHARE -- $ 11.01
---------------- ---------------
---------------- ---------------
INVESTMENTS, AT COST $ 396,950,759 $ 15,792,804
</TABLE>
See accompanying notes to financial statements.
83
<PAGE>
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
CRABBE HUSON
CRABBE HUSON CRABBE REAL ESTATE
ASSET ALLOCATION HUSON EQUITY INVESTMENT
FUND FUND FUND
--------------------- ---------------- ----------------
<S> <C> <C> <C>
ASSETS:
Investment securities, at market (Note
5) $ 127,702,571 $447,768,446 $ 21,822,971
Cash 178,270 2,501,906 300
Deposits with brokers and custodian for
securities sold short -- -- --
Receivables:
Dividends and interest 708,134 267,865 70,669
Fund shares sold 6,506 468,340 126,543
Investment securities sold 14,338 1,284,338 299,628
Proceeds from securities sold short -- -- --
Organization expenses (Notes 1 & 3) 61,187 183,447 84,501
Prepaid Expenses 7,516 25,432 868
--------------------- ---------------- ----------------
$ 128,678,522 $ 452,499,774 $ 22,405,480
--------------------- ---------------- ----------------
LIABILITIES:
Securities sold short, at market
(proceeds $57,485,925) -- -- --
Payables:
Investment securities purchased 912,113 10,711,235 1,728,375
Fund shares redeemed 68,747 601,507 --
Short sales closed -- -- --
Directors/Trustees Fees (Note 2) 2,247 7,539 204
Income dividend 90,519 -- 13,934
Payable to Advisor for organization
expenses -- -- --
Accrued liabilities 61,223 186,552 14,027
--------------------- ---------------- ----------------
1,134,849 11,506,833 1,756,540
--------------------- ---------------- ----------------
NET ASSETS: $ 127,543,673 $ 440,992,941 $ 20,648,940
--------------------- ---------------- ----------------
--------------------- ---------------- ----------------
NET ASSETS CONSIST OF:
Capital shares -- -- --
Capital paid in 114,075,193 372,112,763 18,245,645
Undistributed (distributed in excess
of) net investment income (44,394) 1,315,080 11,251
Undistributed net realized gain (loss)
on investments 6,581,429 32,864,167 1,144,246
Net unrealized appreciation
(depreciation) on investments and
short sales (Note 5) 6,931,445 34,700,931 1,247,798
--------------------- ---------------- ----------------
$ 127,543,673 $ 440,992,941 $ 20,648,940
PRIMARY CLASS
Net Assets $ 125,017,578 $ 436,578,152 $ 20,648,940
Shares outstanding (Note 4) 9,337,335 22,384,091 1,783,333
--------------------- ---------------- ----------------
--------------------- ---------------- ----------------
NET ASSET VALUE, OFFERING AND REDEMPTION
PRICE PER SHARE $ 13.39 $ 19.50 $ 11.58
-------------------- --------------- ---------------
-------------------- --------------- ---------------
INSTITUTIONAL CLASS
Net Assets $ 2,526,095 $ 4,414,789 --
Shares outstanding (Note 4) 188,722 226,273 --
-------------------- --------------- ---------------
-------------------- --------------- ---------------
NET ASSET VALUE, OFFERING AND REDEMPTION
PRICE PER SHARE $ 13.39 $ 19.51 --
-------------------- --------------- ---------------
-------------------- --------------- ---------------
INVESTMENTS, AT COST $ 120,771,126 $ 413,067,515 $ 20,575,173
</TABLE>
See accompanying notes to financial statements.
84
<PAGE>
- ---------------------------------------------------------------------
CRABBE HUSON FUNDS
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
October 31, 1996
<TABLE>
<CAPTION>
CRABBE HUSON CRABBE
OREGON TAX-FREE HUSON INCOME
FUND FUND
-------------------- -----------------
<S> <C> <C>
ASSETS:
Investment securities, at market (Note
5) $ 25,736,370 $ 4,631,877
Cash -- --
Receivables:
Dividends and interest 432,244 60,980
Fund shares sold 3,000 359
Investment securities sold -- 2,887
Organization expenses (Notes 1 & 3) 11,216 10,727
Prepaid Expenses 1,487 249
-------------------- -----------------
$ 26,184,317 $ 4,707,079
-------------------- -----------------
LIABILITIES:
Payables:
Fund shares redeemed 8,000 --
Directors/Trustees Fees (Note 2) 466 91
Income dividend 22,307 2,213
Accrued liabilities 18,523 11,269
-------------------- -----------------
49,296 13,573
-------------------- -----------------
NET ASSETS: $ 26,135,021 $ 4,693,506
-------------------- -----------------
-------------------- -----------------
NET ASSETS CONSIST OF:
Capital paid in 25,056,315 4,685,948
Undistributed net investment income 956 3,560
Undistributed net realized gain (loss)
on investments 152,573 (108,146)
Net unrealized appreciation on
investments (Note 5) 925,177 112,144
-------------------- -----------------
$ 26,135,021 $ 4,693,506
PRIMARY CLASS
Shares outstanding (Note 4) 2,090,733 460,160
-------------------- -----------------
-------------------- -----------------
NET ASSET VALUE, OFFERING AND REDEMPTION
PRICE PER SHARE $ 12.50 $ 10.20
------------------- ----------------
------------------- ----------------
INVESTMENTS, AT COST $ 24,811,193 $ 4,519,733
</TABLE>
See accompanying notes to financial statements.
85
<PAGE>
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
CRABBE HUSON
CRABBE HUSON U.S. GOVERNMENT
U.S. GOVERNMENT MONEY MARKET
INCOME FUND FUND
------------------- -------------------
<S> <C> <C>
ASSETS:
Investment securities, at market (Note
5) $ 8,414,555 $41,978,519
Cash -- 407
Receivables:
Dividends and interest 95,267 --
Fund shares sold 13,814 576,918
Investment securities sold -- --
Organization expenses (Notes 1 & 3) 10,804 28,286
Prepaid Expenses 461 2,292
------------------- -------------------
$ 8,534,901 $ 42,586,422
------------------- -------------------
LIABILITIES:
Payables:
Fund shares redeemed 200 338,008
Directors/Trustees Fees (Note 2) 136 764
Income dividend 7,267 47,335
Accrued liabilities 10,242 29,619
------------------- -------------------
17,845 415,726
------------------- -------------------
NET ASSETS: $ 8,517,056 $ 42,170,696
------------------- -------------------
------------------- -------------------
NET ASSETS CONSIST OF:
Capital paid in 8,557,342 42,170,696
Undistributed net investment income 93 --
Undistributed net realized gain (loss)
on investments (47,348) --
Net unrealized appreciation on
investments (Note 5) 6,969 --
------------------- -------------------
$ 8,517,056 $ 42,170,696
PRIMARY CLASS
Shares outstanding (Note 4) 798,678 42,170,696
------------------- -------------------
------------------- -------------------
NET ASSET VALUE, OFFERING AND REDEMPTION
PRICE PER SHARE $ 10.66 $ 1.00
------------------ ------------------
------------------ ------------------
INVESTMENTS, AT COST $ 8,407,586 $ 41,978,519
</TABLE>
See accompanying notes to financial statements.
86
<PAGE>
- -----------------------------------------------------------------------------
CRABBE HUSON FUNDS
STATEMENTS OF OPERATIONS
For the year ended October 31, 1996
<TABLE>
<CAPTION>
THE CRABBE CRABBE HUSON
HUSON SPECIAL SMALL CAP
FUND, INC. FUND*
----------------- -----------------
<S> <C> <C>
INVESTMENT INCOME
Interest $10,338,955 $ 121,482
Dividends (net of foreign taxes
withheld of $0; $0; $1,238; $20,378;
and $0 respectively) 5,260,729 22,935
----------------- -----------------
15,599,684 144,417
----------------- -----------------
EXPENSES
Investment advisory fees (Note 2) 5,875,652 65,919
Transfer agent-Primary class 1,114,000 20,613
Transfer agent-Institutional class -- 887
Printing 189,000 13,800
Postage 70,019 475
Custody 399,000 13,770
Legal 47,500 1,375
Auditing 47,102 5,196
Insurance 26,443 107
Directors/Trustees fees 32,093 655
Registration fees 176,060 4,180
Amortization of organization
expenses-Primary class -- 6,821
Amortization of organization
expenses-Institutional class -- 666
Proxy Expense 348,000 --
Miscellaneous 118,736 1,199
Distribution fees-Primary class (Note
2) 1,531,618 16,262
Administration (Note 2) 254,600 2,500
Short sales dividends 22,649 --
----------------- -----------------
10,252,472 154,425
Fees waived by investment advisor
(Note 2) -- (55,021)
Expenses reimbursed by investment
advisor (Note 2) -- --
Fees paid indirectly (Note 2) (34,032) (920)
----------------- -----------------
NET EXPENSES 10,218,440 98,484
----------------- -----------------
NET INVESTMENT INCOME 5,381,244 45,933
----------------- -----------------
REALIZED AND UNREALIZED GAIN:
Net realized gain on investments 13,551,901 379,409
Net change in unrealized appreciation
or depreciation of investments and
short sales 32,571,427 84,916
----------------- -----------------
NET GAIN ON INVESTMENTS 46,123,328 464,325
----------------- -----------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 51,504,572 $ 510,258
----------------- -----------------
----------------- -----------------
</TABLE>
* For the period from February 20, 1996 (commencement of operations) to
October 31, 1996.
See accompanying notes to financial statements.
87
<PAGE>
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
CRABBE HUSON
CRABBE HUSON CRABBE REAL ESTATE
ASSET ALLOCATION HUSON EQUITY INVESTMENT
FUND FUND FUND
--------------------- ---------------- ----------------
<S> <C> <C> <C>
INVESTMENT INCOME
Interest $ 4,012,410 $ 2,236,789 $ 58,652
Dividends (net of foreign taxes
withheld of $0; $0; $1,238; $20,378;
and $0 respectively) 1,204,939 6,635,217 783,329
--------------------- ---------------- ----------------
5,217,349 8,872,006 841,981
--------------------- ---------------- ----------------
EXPENSES
Investment advisory fees (Note 2) 1,354,693 4,034,763 165,296
Transfer agent-Primary class 114,145 400,081 29,275
Transfer agent-Institutional class 161 1,169 --
Printing 26,900 81,900 2,700
Postage 7,000 20,500 1,250
Custody 74,350 170,650 17,281
Legal 8,500 27,650 1,650
Auditing 13,332 38,572 4,520
Insurance 4,200 12,930 516
Directors/Trustees fees 8,795 21,995 1,615
Registration fees 35,741 124,858 18,380
Amortization of organization
expenses-Primary class 4,188 14,787 18,550
Amortization of organization
expenses-Institutional class 121 878 --
Proxy Expense -- -- --
Miscellaneous 22,422 54,878 3,634
Distribution fees-Primary class (Note
2) 354,270 1,141,724 41,318
Administration (Note 2) 48,500 156,985 5,500
Short sales dividends -- -- --
--------------------- ---------------- ----------------
2,077,318 6,304,320 311,485
Fees waived by investment advisor
(Note 2) (410) (2,054) (63,060)
Expenses reimbursed by investment
advisor (Note 2) -- -- --
Fees paid indirectly (Note 2) (10,601) (51,160) (481)
--------------------- ---------------- ----------------
NET EXPENSES 2,066,307 6,251,106 247,944
--------------------- ---------------- ----------------
NET INVESTMENT INCOME 3,151,042 2,620,900 594,037
--------------------- ---------------- ----------------
REALIZED AND UNREALIZED GAIN:
Net realized gain on investments 6,464,101 33,226,713 1,149,515
Net change in unrealized appreciation
or depreciation of investments and
short sales 2,105,152 19,590,608 2,224,902
--------------------- ---------------- ----------------
NET GAIN ON INVESTMENTS 8,569,253 52,817,321 3,374,417
--------------------- ---------------- ----------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 11,720,295 $ 55,438,221 $ 3,968,454
--------------------- ---------------- ----------------
--------------------- ---------------- ----------------
</TABLE>
* For the period from February 20, 1996 (commencement of operations) to
October 31, 1996.
See accompanying notes to financial statements.
88
<PAGE>
- ---------------------------------------------------------------------
CRABBE HUSON FUNDS
STATEMENTS OF OPERATIONS (CONTINUED)
For the year ended October 31, 1996
<TABLE>
<CAPTION>
CRABBE HUSON CRABBE
OREGON TAX-FREE HUSON INCOME
FUND FUND
-------------------- -----------------
<S> <C> <C>
INVESTMENT INCOME
Interest $1,475,996 $ 366,020
-------------------- -----------------
EXPENSES
Investment advisory fees (Note 2) 139,050 44,954
Transfer agent 30,154 25,000
Printing 5,300 2,500
Postage 1,600 600
Custody 27,796 15,800
Legal 320 425
Auditing 5,090 3,381
Insurance 906 274
Directors/Trustees fees 2,325 581
Registration fees 5 24,600
Amortization of organization expenses 956 513
Miscellaneous 5,384 1,682
Distribution fees (Note 2) 59,619 14,984
Administration (Note 2) 9,500 2,100
-------------------- -----------------
288,005 137,394
Fees waived by investment advisor
(Note 2) (15,468) (44,954)
Expenses reimbursed by investment
advisor (Note 2) -- (44,490)
Fees paid indirectly (Note 2) -- --
-------------------- -----------------
NET EXPENSES 272,537 47,950
-------------------- -----------------
NET INVESTMENT INCOME 1,203,459 318,070
-------------------- -----------------
REALIZED AND UNREALIZED GAIN:
Net realized gain on investments 152,573 73,271
Net change in unrealized appreciation
or depreciation of investments (440,577) (111,166)
-------------------- -----------------
NET GAIN (LOSS) ON INVESTMENTS (288,004) (37,895)
-------------------- -----------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 915,455 $ 280,175
-------------------- -----------------
-------------------- -----------------
</TABLE>
See accompanying notes to financial statements.
89
<PAGE>
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
CRABBE HUSON
CRABBE HUSON U.S. GOVERNMENT
U.S. GOVERNMENT MONEY MARKET
INCOME FUND FUND
------------------- -------------------
<S> <C> <C>
INVESTMENT INCOME
Interest $ 423,665 $ 2,544,629
------------------- -------------------
EXPENSES
Investment advisory fees (Note 2) 40,823 234,178
Transfer agent 24,000 68,800
Printing 2,150 11,430
Postage 510 3,650
Custody 12,100 27,706
Legal 500 2,825
Auditing 3,673 6,437
Insurance 340 1,450
Directors/Trustees fees 694 3,075
Registration fees 24,608 35,060
Amortization of organization expenses 516 1,970
Miscellaneous 1,978 8,608
Distribution fees (Note 2) 18,315 76,367
Administration (Note 2) 2,785 16,000
------------------- -------------------
132,992 497,556
Fees waived by investment advisor
(Note 2) (40,823) (169,200)
Expenses reimbursed by investment
advisor (Note 2) (30,935) --
Fees paid indirectly (Note 2) -- (506)
------------------- -------------------
NET EXPENSES 61,234 327,850
------------------- -------------------
NET INVESTMENT INCOME 362,431 2,216,779
------------------- -------------------
REALIZED AND UNREALIZED GAIN:
Net realized gain on investments 99,961 --
Net change in unrealized appreciation
or depreciation of investments (96,510) --
------------------- -------------------
NET GAIN (LOSS) ON INVESTMENTS 3,451 0
------------------- -------------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 365,882 $ 2,216,779
------------------- -------------------
------------------- -------------------
</TABLE>
See accompanying notes to financial statements.
90
<PAGE>
- -----------------------------------------------------------------------------
CRABBE HUSON FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
THE CRABBE HUSON
SPECIAL FUND, INC.
----------------------------------------
YEAR ENDED YEAR ENDED
OCTOBER 31, 1996 OCTOBER 31, 1995
------------------- -------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income $ 5,381,244 $ 13,282,908
Net realized gain (loss) on
investments 13,551,901 31,170,355
Net change in unrealized appreciation
or depreciation of investments and
short sales 32,571,427 (51,415,104)
------------------- -------------------
Increase (decrease) in net assets
resulting from operations 51,504,572 (6,961,841)
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income--Primary
shares (5,381,244) (1,107,597)
From net investment
income--Institutional shares -- --
In excess of net investment income (7,928,234) --
From net realized gain on investments (13,551,901) (11,710,943)
In excess of net realized gain on
investments (22,612,405) --
CAPITAL SHARE TRANSACTIONS, NET (Note 4) (399,551,217) 578,529,362
------------------- -------------------
Total increase (decrease) in net
assets (397,520,429) 558,748,981
FUND NET ASSETS, BEGINNING OF PERIOD 878,559,834 319,810,853
------------------- -------------------
FUND NET ASSETS, END OF PERIOD** $ 481,039,405 $ 878,559,834
---------------- ----------------
---------------- ----------------
**Including undistributed (distribution
in excess of) net investment income
of: $ 2,964,508 $ 11,747,830
---------------- ----------------
---------------- ----------------
</TABLE>
<TABLE>
<CAPTION>
CRABBE HUSON
EQUITY FUND
----------------------------------------
YEAR ENDED YEAR ENDED
OCTOBER 31, 1996 OCTOBER 31, 1995
------------------- -------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income $ 2,620,900 $ 3,567,282
Net realized gain (loss) on
investments 33,226,713 19,596,449
Net change in unrealized appreciation
or depreciation of investments 19,590,608 9,278,013
------------------- -------------------
Increase (decrease) in net assets
resulting from operations 55,438,221 32,441,744
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income (2,620,900) (1,413,080)
In excess of net investment income (1,071,179) --
From net realized gain on investments (20,585,296) (2,376,723)
CAPITAL SHARE TRANSACTIONS, NET (Note 4) 22,648,015 205,426,843
------------------- -------------------
Total increase (decrease) in net
assets 53,808,861 234,078,784
FUND NET ASSETS, BEGINNING OF PERIOD 387,184,080 153,105,296
------------------- -------------------
FUND NET ASSETS, END OF PERIOD** $ 440,992,941 $ 387,184,080
---------------- ----------------
---------------- ----------------
**Including undistributed net investment
income of: $ 1,315,080 $ 2,666,550
---------------- ----------------
---------------- ----------------
</TABLE>
* For the period from February 20, 1996 (commencement of operations) to
October 31, 1996.
See accompanying notes to financial statements.
91
<PAGE>
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
CRABBE HUSON CRABBE HUSON
SMALL CAP FUND ASSET ALLOCATION FUND
---------------------------------------- ----------------------------------------
PERIOD ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, 1996* OCTOBER 31, 1996 OCTOBER 31, 1995
---------------------------------------- ------------------- -------------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income $ 45,933 $ 3,151,042 $ 3,127,152
Net realized gain (loss) on
investments 379,409 6,464,101 11,435,123
Net change in unrealized appreciation
or depreciation of investments and
short sales 84,916 2,105,152 20,021
---------------------------------------- ------------------- -------------------
Increase (decrease) in net assets
resulting from operations 510,258 11,720,295 14,582,296
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income--Primary
shares -- (3,082,300) (3,090,031)
From net investment
income--Institutional shares -- (14,792) --
In excess of net investment income -- -- --
From net realized gain on investments -- (6,464,101) (4,120,955)
In excess of net realized gain on
investments -- (4,974,320) --
CAPITAL SHARE TRANSACTIONS, NET (Note 4) 20,059,477 (6,171,166) 19,006,962
---------------------------------------- ------------------- -------------------
Total increase (decrease) in net
assets 20,569,735 (8,986,384) 26,378,272
FUND NET ASSETS, BEGINNING OF PERIOD 100,000 136,530,057 110,151,785
---------------------------------------- ------------------- -------------------
FUND NET ASSETS, END OF PERIOD** $ 20,669,735 $ 127,543,673 $ 136,530,057
---------------------------------- ---------------- ----------------
---------------------------------- ---------------- ----------------
**Including undistributed (distribution
in excess of) net investment income
of: $ 49,849 $ (44,394) --
---------------------------------- ---------------- ----------------
---------------------------------- ---------------- ----------------
</TABLE>
<TABLE>
<CAPTION>
CRABBE HUSON REAL
ESTATE INVESTMENT FUND
----------------------------------------
YEAR ENDED YEAR ENDED
OCTOBER 31, 1996 OCTOBER 31, 1995
------------------- -------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income $ 594,037 $ 874,136
Net realized gain (loss) on
investments 1,149,515 51,165
Net change in unrealized appreciation
or depreciation of investments 2,224,902 565,011
------------------- -------------------
Increase (decrease) in net assets
resulting from operations 3,968,454 1,490,312
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income (594,037) (862,995)
In excess of net investment income -- --
From net realized gain on investments (238,357) (240,802)
CAPITAL SHARE TRANSACTIONS, NET (Note 4) (1,472,634) 319,499
------------------- -------------------
Total increase (decrease) in net
assets 1,663,426 706,014
FUND NET ASSETS, BEGINNING OF PERIOD 18,985,514 18,279,500
------------------- -------------------
FUND NET ASSETS, END OF PERIOD** $ 20,648,940 $ 18,985,514
---------------- ----------------
---------------- ----------------
**Including undistributed net investment
income of: $ 11,251 $ 7,309
---------------- ----------------
---------------- ----------------
</TABLE>
92
<PAGE>
- ---------------------------------------------------------------------
CRABBE HUSON FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
CRABBE HUSON
OREGON TAX-FREE FUND
----------------------------------------
YEAR ENDED YEAR ENDED
OCTOBER 31, 1996 OCTOBER 31, 1995
------------------- -------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income $ 1,203,459 $ 1,192,507
Net realized gain (loss) on
investments 152,573 3,019
Net change in unrealized appreciation
or depreciation of investments (440,577) 1,454,370
------------------- -------------------
Increase in net assets resulting from
operations 915,455 2,649,896
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income (1,203,459) (1,192,507)
In excess of net investment income -- --
From net realized gain on investments (3,019) (151,835)
CAPITAL SHARE TRANSACTIONS, NET (Note 4) (1,644,327) (2,280,911)
------------------- -------------------
Total increase (decrease) in net
assets (1,935,350) (975,357)
FUND NET ASSETS, BEGINNING OF PERIOD 28,070,371 29,045,728
------------------- -------------------
FUND NET ASSETS, END OF PERIOD** $ 26,135,021 $ 28,070,371
---------------- ----------------
---------------- ----------------
**Including undistributed net investment
income of: $ 956 --
---------------- ----------------
---------------- ----------------
</TABLE>
<TABLE>
<CAPTION>
CRABBE HUSON U.S. GOVERNMENT
MONEY MARKET FUND
----------------------------------------
YEAR ENDED YEAR ENDED
OCTOBER 31, 1996 OCTOBER 31, 1995
------------------- -------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income $ 2,216,779 $ 2,635,831
------------------- -------------------
Increase (decrease) in net assets
resulting from operations 2,216,779 2,635,831
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income (2,216,779) (2,635,831)
CAPITAL SHARE TRANSACTIONS, NET (Note 4) (12,543,523) 22,331,667
------------------- -------------------
Total increase (decrease) in net
assets (12,543,523) 22,331,667
FUND NET ASSETS, BEGINNING OF PERIOD 54,714,219 32,382,552
------------------- -------------------
FUND NET ASSETS, END OF PERIOD** $ 42,170,696 $ 54,714,219
---------------- ----------------
---------------- ----------------
</TABLE>
See accompanying notes to financial statements.
93
<PAGE>
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
CRABBE HUSON CRABBE HUSON U.S.
INCOME FUND GOVERNMENT INCOME FUND
---------------------------------------- ----------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, 1996 OCTOBER 31, 1995 OCTOBER 31, 1996 OCTOBER 31, 1995
------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income $ 318,070 $ 357,527 $ 362,431 $ 422,501
Net realized gain (loss) on
investments 73,271 108,710 99,961 7,624
Net change in unrealized appreciation
or depreciation of investments (111,166) 304,184 (96,510) 324,469
------------------- ------------------- ------------------- -------------------
Increase in net assets resulting from
operations 280,175 770,421 365,882 754,594
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income (315,728) (357,527) (362,431) (422,501)
In excess of net investment income -- (17,066) (599) (9,331)
From net realized gain on investments -- -- -- --
CAPITAL SHARE TRANSACTIONS, NET (Note 4) (2,461,066) 1,520,890 88,005 (1,145,775)
------------------- ------------------- ------------------- -------------------
Total increase (decrease) in net
assets (2,496,619) 1,916,718 90,857 (823,013)
FUND NET ASSETS, BEGINNING OF PERIOD 7,190,125 5,273,407 8,426,199 9,249,212
------------------- ------------------- ------------------- -------------------
FUND NET ASSETS, END OF PERIOD** $ 4,693,506 $ 7,190,125 $ 8,517,056 $ 8,426,199
---------------- ---------------- ---------------- ----------------
---------------- ---------------- ---------------- ----------------
**Including undistributed net investment
income of: $ 3,560 -- $ 93 --
---------------- ---------------- ---------------- ----------------
---------------- ---------------- ---------------- ----------------
</TABLE>
See accompanying notes to financial statements.
94
<PAGE>
CRABBE HUSON FUNDS
NOTES TO FINANCIAL STATEMENTS
October 31, 1996
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION: The Crabbe Huson Special Fund, Inc. ("Special Fund"), Crabbe
Huson Small Cap Fund ("Small Cap Fund"), Crabbe Huson Asset Allocation Fund
("Asset Allocation Fund"), Crabbe Huson Equity Fund ("Equity Fund"), Crabbe
Huson Real Estate Investment Fund ("Real Estate Fund"), Crabbe Huson Oregon
Tax-Free Fund ("Oregon Tax-Free Fund") Crabbe Huson Income Fund ("Income Fund"),
Crabbe Huson U.S. Government Income Fund ("U.S. Government Income Fund") and
Crabbe Huson U.S. Government Money Market Fund ("Money Market Fund") are
registered under the Investment Company Act of 1940, as amended. All of the
Funds (other than the Oregon Tax-Free Fund) are open-end diversified investment
companies. The Oregon Tax-Free Fund (prior to October 1, 1996, the Oregon
Municipal Bond Fund) is registered under the Investment Company Act of 1940, as
amended, as an open-end non-diversified investment company. Each of the Funds
(other than the Special Fund) is a separate series of the Crabbe Huson Funds, a
Delaware business trust offering an unlimited number of shares of beneficial
interest without par value. The Special Fund is an Oregon Corporation which
currently is authorized to issue 100,000,000 shares of common stock with $.001
par value. All of the Funds offer shares of the Primary Class and effective
October 1, 1996, the Small Cap, Asset Allocation, and Equity Funds began
offering shares of the Institutional Class. The two classes of shares differ
principally in the distribution fees and shareholder servicing fees. The Small
Cap Fund was seeded with initial capital of $100,000 in January of 1996, in
connection with the Fund's registration with the Securities and Exchange
Commission, and commenced investment operations on February 20, 1996.
The following is a summary of significant accounting policies consistently
followed by the Funds in preparation of financial statements.
SECURITY VALUATION--MONEY MARKET FUND: The securities owned by the Fund are
valued based upon the amortized cost method. Pursuant to this method, a security
is valued by reference to the acquisition cost as adjusted for amortization of
premium or accretion of discount. Although the Fund seeks to maintain the net
asset value per share at $1.00, there can be no assurance that the net asset
value per share will not vary.
SECURITY VALUATION--ALL OTHER FUNDS: Securities listed or traded on a
registered securities exchange, including over-the-counter securities, are
valued at the last reported sales price on the date of computation. Where last
sale information is not available, the best bid price is used. Securities and
assets for which market quotations are not readily available are valued at fair
market value as determined in good faith by or under the direction of the Board
of Trustees/Directors of the Funds.
SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES: Security transactions
are accounted for on the trade date. Interest income, consisting of interest
accrued plus the accretion of original issue discount and minus the amortization
of investment premium,
95
<PAGE>
CRABBE HUSON FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1996
is recorded daily on the accrual basis. Dividends are recorded on the
ex-dividend date. Net realized gains and losses on investments are computed on
the first-in, first-out, method. For Funds with more than one class, investment
income and realized and unrealized gains and losses are allocated to each class
based upon the relative daily net assets of each class of shares. Expenses that
are directly attributable to a specific fund or class are charged only to that
fund or class. Expenses not directly attributable to a specific fund or class
are allocated to each fund or class based on its relative daily net assets.
DIVIDENDS AND DISTRIBUTIONS: The Oregon Tax-Free Fund declares dividends from
its net investment income each business day. The net investment income for
Saturdays, Sundays and holidays is declared as a dividend on the next business
day. Declared dividends are accrued through the last business day of each month
and are distributed on that date. Net capital gains realized by the Fund, if
any, are declared and distributed on an annual basis, usually in December.
The Money Market Fund declares dividends from its net investment income each
business day. The net investment income for Saturdays, Sundays and holidays is
declared as a dividend on the prior business day. Declared dividends are accrued
through the last business day of each month and are distributed on that date.
Net capital gains realized by the Fund, if any, are declared and distributed on
an annual basis, usually in December.
The Income Fund and U.S. Government Income Fund declare and distribute dividends
from net investment income on the last business day of each month. Net capital
gains realized by the Funds, if any, are declared and distributed on an annual
basis, usually in December.
The Asset Allocation Fund and Real Estate Fund declare and distribute dividends
from net investment income on the last business day of each fiscal quarter. Net
capital gains realized by the Funds, if any, are declared and distributed on an
annual basis, usually in December. The Asset Allocation Fund's dividends are
determined on a class level and capital gains are determined on a fund level.
The Special Fund, Small Cap Fund and Equity Fund expect to declare and
distribute to shareholders in December substantially all of the net investment
income and net realized capital gains, if any. The Small Cap and Equity Funds'
dividends are determined on a class level and capital gains are determined on a
fund level.
SHORT SALES: The Special Fund sold securities short during the period.
Outstanding short sales at October 31, 1996 are listed in the schedule of
investments. A short sale is effected when it is believed that the price of a
particular security will decline, and involves the sale of a security which the
Fund does not own in the hope of purchasing the same security at a later date at
a lower price. To make delivery to the buyer, the Fund must borrow the security.
The Fund is then obligated to return the security to the lender, and therefore
it must subsequently purchase the same security.
96
<PAGE>
CRABBE HUSON FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1996
When the Special Fund makes a short sale, it must leave the proceeds from the
short sale with the broker, and it must deposit with the broker a certain amount
of cash or government securities to collateralize its obligation to replace the
borrowed securities which have been sold. In addition, the Fund must put in a
segregated account (with the Fund's custodian) an amount of cash or U.S.
Government securities equal to the difference between the market value of the
securities sold short at the time they were sold short and any cash or
government securities deposited as collateral with the broker in connection with
the short sale (not including the proceeds from the short sale). Furthermore,
until the Fund replaces the borrowed security, it must daily maintain the
segregated account at a level so that (1) the amount deposited in it plus the
amount deposited with the broker (not including the proceeds from the short
sale) will equal the current market value of the securities sold short, (2) the
amount deposited in it plus the amount deposited with the broker (not including
the proceeds from the short sale) will not be less than the market value of the
securities at the time they were sold short. As a result of these requirements,
the Special Fund will not gain any leverage merely by selling short, except to
the extent that it earns interest on the segregated cash or government
securities while also being subject to the possibility of gain or loss from the
securities sold short. The amount of the Special Fund's net assets that will at
any time be held in collateral deposits or segregated accounts will not exceed
25%. Deposits, held with the broker, bear interest based on the 90-day Treasury
Bill rate.
OPTIONS: The Special, Small Cap, Real Estate, Equity, Asset Allocation and
Income Funds may write call options on securities they own or have the right to
acquire, and may purchase put and call options on individual securities and
indexes written by others. The purchase of any of these instruments can result
in the entire loss on the investment in that particular instrument or, in the
case of writing covered options, can limit the opportunity to earn a profit on
the underlying security.
When an option is written (sold), an amount equal to the premium received is
recorded as a liability. The amount of liability is adjusted daily to reflect
the current market value of the option written. When an option written by the
Fund expires on its stipulated expiration date, the Fund realizes a gain equal
to the net premium received for the option. When the Fund enters into a closing
purchase transaction, the Fund realizes a gain or loss equal to the difference
between the cost of a closing purchase transaction and the premium received when
the call option was written. In the case of either expiration of a written
option or a closing purchase transaction, the liability related to such option
is extinguished.
Call or put options purchased are accounted for in the same manner as marketable
portfolio securities. When a call or put option is exercised, the proceeds from
the underlying securities bought or sold are decreased by the premium paid in
determining the gain or loss.
97
<PAGE>
CRABBE HUSON FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1996
Options on stock indices differ from options on securities in that the exercise
of an option on a stock index is settled in cash and does not involve delivery
of the actual underlying security.
REPURCHASE AGREEMENTS: Each of the Funds may engage in repurchase agreement
transactions. Repurchase agreements are agreements under which a Fund purchases
a security and simultaneously commits to resell that security to the seller (a
commercial bank or recognized securities dealer) at an agreed upon price on an
agreed upon date within a number of days. The resale price reflects the purchase
price plus an agreed upon market rate of interest that is unrelated to the
coupon rate or maturity of the purchased security. All repurchase agreements are
fully collateralized and marked to market daily, and may therefore be viewed by
the SEC or the courts as loans collateralized by the underlying security. There
are some risks associated with repurchase agreements. For instance, in the case
of default by the seller, a Fund could incur a loss or, if bankruptcy by the
seller, a Fund could incur costs and delays in realizing upon the collateral.
ORGANIZATION COSTS: Expenses incurred in connection with the original
organization of the Funds are amortized using the sum of the years method. As of
October 31, 1996 the initial organization costs for all Funds except for Small
Cap Fund and Real Estate Fund have been fully amortized. The Crabbe Huson Group,
Inc., the Fund's investment advisor, has agreed that, in the event any of the
initial shares are redeemed during the 60-month period for amortizing the Fund's
organization costs, the Fund will be reimbursed by the investment advisor for
the unamortized balances of such costs in the same proportion as the number of
shares reduced bears to the number of initial shares outstanding at the time of
redemption. As more fully discussed in Note 3, costs incurred in connection with
the reorganization of the funds have been capitalized and are being amortized
over 12 months.
FEDERAL INCOME TAXES: It is each Fund's policy to distribute substantially all
of its taxable income to shareholders and otherwise comply with the provisions
of the Internal Revenue Code applicable to regulated investment companies.
Therefore, no provision has been made for Federal income or excise taxes. Due to
the timing of dividend distributions and the differences in accounting for
income and realized gains (losses) for financial statement and federal income
tax purposes, the fiscal year in which amounts are distributed may differ from
the year in which the income and realized gains (losses) are recorded by the
Funds. The differences between the income or gains distributed on a book versus
tax basis are shown as excess distributions of net investment income and net
realized gain on sales of investments in the Statement of Changes in Net Assets.
On the Statement of Assets and Liabilities, as a result of permanent book-to-tax
differences, reclassification adjustments have been made, between the capital
paid in, undistributed net investment income and undistributed net realized gain
(loss) on investments accounts.
98
<PAGE>
CRABBE HUSON FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1996
For Federal income tax purposes, Income Fund and U.S. Government Income Fund
have capital loss carryforwards of $80,487 and $32,881 to be used to offset
future realized gains. These losses expire in 2002.
DISTRIBUTOR: The Funds have entered into a distribution agreement with Crabbe
Huson Securities, Inc. (the "Distributor"), an affiliated company. The Primary
Class shares of each Fund have each adopted a distribution plan pursuant to Rule
12b-1 under the 1940 Act (the "Plan"). Under the Plan, each of the participating
Funds' Primary Class shares may pay up to 0.25% of such class's average daily
net assets to the Distributor as reimbursement for its actual expenses incurred
in the distribution and promotion of such class's shares. There is no
distribution fee for the Institutional Class shares.
ADMINISTRATOR: State Street Bank and Trust Company (the "Administrator") serves
as administrator of the Funds. The Administrator provides services for the Funds
that relate to administration, operations and compliance. The Funds pay the
Administrator a fee at the rate of 0.06% of the average net assets of the Funds
managed by the Advisor up to $500 million, 0.03% of the next $500 million, and
0.01% of those assets in excess of $1 billion, plus certain out of pocket costs.
Each Fund pays its pro rata share of such fee.
DIRECTORS/TRUSTEES FEES: Each of the disinterested trustees/directors are paid
an annual retainer of $17,000 and are reimbursed for expenses incurred in
attending meetings. Each Fund pays its pro rata share of such fees and expenses
based upon its relative asset amounts. For the year ended October 31, 1996, the
Funds incurred aggregate fees of $71,828.
FEES PAID INDIRECTLY: The Funds have entered into a custodian, recordkeeping,
and pricing agreement with Investors Fiduciary Trust Company ("IFTC"). IFTC's
fees for these services are subject to reduction by credits earned by each Fund,
based on the cash balances of the Funds held by IFTC as Custodian. For the
respective period ended October 31, 1996, credits earned were $920, $481, and
$506 for Small Cap Fund, Real Estate Fund, and Money Market Fund.
The Special Fund, Asset Allocation Fund, Equity Fund, and Real Estate Fund, have
entered into a directed brokerage agreement with State Street Brokerage
Services, Inc. ("SSBSI"). Under this arrangement, SSBSI will pay the Funds a
percentage of commissions generated as credits, and used to offset all or a
portion of certain outside service providers fees incurred by the Funds. For the
year ended October 31, 1996 credits earned of $34,032, $10,601, $51,160 and $0
for Special Fund, Asset Allocation Fund, Equity Fund and Real Estate Fund
respectively, were used to offset transfer agency fees.
ESTIMATES: The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
income and expenses at the date of the financial statements. Actual results
could differ from these estimates.
99
<PAGE>
CRABBE HUSON FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1996
NOTE 2. INVESTMENT ADVISOR AND OTHER TRANSACTIONS WITH AFFILIATES
INVESTMENT ADVISOR: The Funds have entered into an investment advisory
agreement with The Crabbe Huson Group, Inc. (the "Advisor"), an affiliated
company. The investment advisory fee of each Fund is accrued daily and paid
semi-monthly. The annual investment advisory fee for each Fund is described
below:
ASSET ALLOCATION FUND
SPECIAL FUND
SMALL CAP FUND
EQUITY FUND
REAL ESTATE FUND
1.00% of average daily net assets up to $100,000,000
.85 of 1% of average daily net assets between $100,000,000 and $500,000,000
.60 of 1% of average daily net assets over $500,000,000
INCOME FUND
.75 of 1% of average daily net assets up to $100,000,000
.60 of 1% of average daily net assets between $100,000,000 and $500,000,000
.50 of 1% of average daily nets assets over $500,000,000
U.S. GOVERNMENT INCOME FUND
MONEY MARKET FUND
OREGON TAX-FREE FUND
.50 of 1% of average daily net assets up to $500,000,000
.45 of 1% of average daily net assets between $500,000,000 and $1,000,000,000
.40 of 1% of average daily net assets over $1,000,000,000
Through October 31, 1997, the Advisor has agreed to reimburse "Other Expenses,"
including management fees as necessary, to the extent Total Fund Operating
Expenses exceed 1.00% of average daily net assets for Small Cap Fund -
Institutional Class, Asset Allocation Fund - Institutional Class, and Equity
Fund - Institutional Class. With respect to the other funds, the Advisor may at
times voluntarily waive its advisory fees or reimburse a Fund's expenses.
NOTE 3. AGREEMENT AND PLAN OF REORGANIZATION
On February 27, 1996 at a joint annual meeting of the shareholders of record at
the close of business on December 20, 1995, of all Funds except for Special Fund
and Small Cap Fund, shareholders approved an Agreement and Plan of
Reorganization and Liquidation (the "Reorganization") in which each Fund would
become a separate series of the Crabbe Huson Funds, a business trust organized
under the laws of the State of Delaware (the "Trust"). The Small Cap Fund was
originally organized as a series of the Delaware
100
<PAGE>
CRABBE HUSON FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1996
business trust, and was not subject to the reorganization proposal. The Special
Fund did not have the required percentage of outstanding shares voted to approve
the reorganization and thus remains an Oregon corporation. The Agreement
provided, among other things, for the transfer of the assets and liabilities of
each Fund to a corresponding series of the Trust. The Agreement provided that in
consideration thereof, the shareholders of each Fund would receive an equal
amount of shares in the corresponding series of the Trust in exchange for their
shares of each Fund, which would subsequently be liquidated and dissolved. The
reorganization became effective on October 1, 1996. All of the expenses incurred
in connection with the reorganization were paid by each of the respective
series' of the Trust and are being amortized over a one year period.
101
<PAGE>
CRABBE HUSON FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1996
NOTE 4. CAPITAL SHARE TRANSACTIONS
Transactions in capital shares of the Funds were as follows:
<TABLE>
<CAPTION>
THE CRABBE HUSON
SPECIAL FUND, INC.
------------------------------------------------------
SHARES AMOUNT
------------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
1996 1995 1996 1995
------------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold 16,617,712 65,374,197 $ 233,860,994 $ 928,135,711
Shares issued in reinvestment of
dividends 3,308,309 78,213 45,480,552 1,030,774
----------------------------------------------
19,926,021 65,452,410 279,341,546 929,166,485
Shares redeemed (48,496,931) (24,491,886) (678,892,763) (350,637,123)
----------------------------------------------
Net increase (decrease) (28,570,910) 40,960,524 $(399,551,217) $ 578,529,362
----------------------------------------------
----------------------------------------------
<CAPTION>
CRABBE HUSON SMALL CAP FUND
PRIMARY CLASS
---------------------------------------------------------
SHARES AMOUNT
---------------------------------------------------------
PERIOD ENDED PERIOD ENDED
OCTOBER 31, OCTOBER 31,
1996* 1996*
---------------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold 2,043,129 $22,018,325
Shares issued in reinvestment of
dividends 0 0
--------------------------------------------------
2,043,129 22,018,325
Shares redeemed (314,513) (3,478,097)
--------------------------------------------------
Net increase (decrease) 1,728,616 $18,540,228
--------------------------------------------------
--------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CRABBE HUSON SMALL CAP FUND
INSTITUTIONAL CLASS
---------------------------------------------------------
SHARES AMOUNT
---------------------------------------------------------
PERIOD ENDED PERIOD ENDED
OCTOBER 31, OCTOBER 31,
1996** 1996**
---------------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold 137,489 $1,519,249
Shares issued in reinvestment of
dividends 0 0
--------------------------------------------------
137,489 1,519,249
Shares redeemed 0 0
--------------------------------------------------
Net increase (decrease) 137,489 $1,519,249
--------------------------------------------------
--------------------------------------------------
<CAPTION>
CRABBE HUSON ASSET ALLOCATION FUND
PRIMARY CLASS
-----------------------------------------------------
SHARES AMOUNT
-----------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
1996 1995 1996 1995
-----------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold 3,015,467 3,651,020 $39,902,669 $ 47,567,984
Shares issued in reinvestment of
dividends 969,482 213,856 12,786,682 2,807,183
--------------------------------------------
3,984,949 3,864,876 52,689,351 50,375,167
Shares redeemed (4,657,739) (2,415,859) (61,385,618) (31,368,205)
--------------------------------------------
Net increase (decrease) (672,790) 1,449,017 $(8,696,267) $ 19,006,962
--------------------------------------------
--------------------------------------------
</TABLE>
*For the period from February 20, 1996 (commencement of operations) to October
31, 1996.
**For the period from October 10, 1996 (commencement of operations) to October
31, 1996.
102
<PAGE>
CRABBE HUSON FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1996
NOTE 4. CAPITAL SHARE TRANSACTIONS (CONTINUED)
Transactions in capital shares of the Funds were as follows:
<TABLE>
<CAPTION>
CRABBE HUSON ASSET ALLOCATION FUND
INSTITUTIONAL CLASS
---------------------------------------------------------
SHARES AMOUNT
---------------------------------------------------------
PERIOD ENDED PERIOD ENDED
OCTOBER 31, OCTOBER 31,
1996* 1996*
---------------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold 187,617 $2,510,320
Shares issued in reinvestment of
dividends 1,105 14,781
--------------------------------------------------
188,722 2,525,101
Shares redeemed 0 0
--------------------------------------------------
Net increase (decrease) 188,722 $2,525,101
--------------------------------------------------
--------------------------------------------------
<CAPTION>
CRABBE HUSON EQUITY FUND
PRIMARY CLASS
------------------------------------------------------
SHARES AMOUNT
------------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
1996 1995 1996 1995
------------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold 11,091,787 16,135,368 $ 208,125,323 $277,119,565
Shares issued in reinvestment of
dividends 1,173,785 79,947 21,649,846 1,237,639
----------------------------------------------
12,265,572 16,215,315 229,775,169 278,357,204
Shares redeemed (11,190,672) (4,218,957) (211,612,310) (72,930,361)
----------------------------------------------
Net increase (decrease) 1,074,900 11,996,358 $ 18,162,859 $205,426,843
----------------------------------------------
----------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CRABBE HUSON EQUITY FUND
INSTITUTIONAL CLASS
---------------------------------------------------------
SHARES AMOUNT
---------------------------------------------------------
PERIOD ENDED PERIOD ENDED
OCTOBER 31, OCTOBER 31,
1996** 1996**
---------------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold 232,349 $4,605,156
Shares issued in reinvestment of
dividends 0 0
--------------------------------------------------
232,349 4,605,156
Shares redeemed (6,076) (120,000)
--------------------------------------------------
Net increase (decrease) 226,273 $4,485,156
--------------------------------------------------
--------------------------------------------------
<CAPTION>
CRABBE HUSON REAL ESTATE
PRIMARY CLASS
-----------------------------------------------------
SHARES AMOUNT
-----------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
1996 1995 1996 1995
-----------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold 1,378,623 821,200 $ 14,907,333 $7,937,889
Shares issued in reinvestment of
dividends 48,016 36,962 498,344 357,391
--------------------------------------------
1,426,639 858,162 15,405,677 8,295,280
Shares redeemed (1,603,237) (822,760) (16,878,311) (7,975,781)
--------------------------------------------
Net increase (decrease) (176,598) 35,402 $ (1,472,634) $ 319,499
--------------------------------------------
--------------------------------------------
</TABLE>
*For the period from October 28, 1996 (commencement of operations) to October
31, 1996.
**For the period from October 3, 1996 (commencement of operations) to October
31, 1996.
103
<PAGE>
CRABBE HUSON FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1996
NOTE 4. CAPITAL SHARE TRANSACTIONS (CONTINUED)
Transactions in capital shares of the Funds were as follows:
<TABLE>
<CAPTION>
CRABBE HUSON OREGON TAX-FREE FUND
PRIMARY CLASS
----------------------------------------------------
SHARES AMOUNT
----------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
1996 1995 1996 1995
----------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold 261,030 552,364 $3,286,985 $6,744,052
Shares issued in reinvestment of
dividends 75,204 73,838 941,352 906,976
-------------------------------------------
336,234 626,202 4,228,337 7,651,028
Shares redeemed (470,511) (822,850) (5,872,664) (9,931,939)
-------------------------------------------
Net increase (decrease) (134,277) (196,648) $(1,644,327) $(2,280,911)
-------------------------------------------
-------------------------------------------
<CAPTION>
CRABBE HUSON INCOME FUND
PRIMARY CLASS
----------------------------------------------------
SHARES AMOUNT
----------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
1996 1995 1996 1995
----------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold 192,421 398,837 $1,964,440 $3,890,790
Shares issued in reinvestment of
dividends 27,472 33,473 279,126 329,268
-------------------------------------------
219,893 432,310 2,243,566 4,220,058
Shares redeemed (460,625) (274,572) (4,704,632) (2,699,168)
-------------------------------------------
Net increase (decrease) (240,732) 157,738 $(2,461,066) $1,520,890
-------------------------------------------
-------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CRABBE HUSON U.S. GOVERNMENT INCOME FUND
PRIMARY CLASS
----------------------------------------------------
SHARES AMOUNT
----------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
1996 1995 1996 1995
----------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold 257,510 320,552 $2,731,392 $3,315,281
Shares issued in reinvestment of
dividends 28,445 33,757 302,807 351,187
-------------------------------------------
285,955 354,309 3,034,199 3,666,468
Shares redeemed (277,647) (464,645) (2,946,194) (4,812,243)
-------------------------------------------
Net increase (decrease) 8,308 (110,336) $ 88,005 $(1,145,775)
-------------------------------------------
-------------------------------------------
<CAPTION>
PRIMARY CLASS
--------------------------------------------------------
SHARES AMOUNT
--------------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
1996 1995 1996 1995
--------------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold 116,487,103 166,147,604 116,487,103 $166,147,604
Shares issued in reinvestment of
dividends 1,506,752 1,738,682 1,506,752 1,738,682
------------------------------------------------
117,993,855 167,886,286 117,993,855 167,886,286
Shares redeemed (130,537,378) (145,554,619) (130,537,378) (145,554,619)
------------------------------------------------
Net increase (decrease) (12,543,523) 22,331,667 $(12,543,523) $ 22,331,667
------------------------------------------------
------------------------------------------------
</TABLE>
104
<PAGE>
CRABBE HUSON FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1996
NOTE 5. INVESTMENT TRANSACTIONS
For the year ended October 31, 1996, Crabbe Huson U.S. Government Money Market
Fund had aggregate security purchases and sales (including maturities) of
$236,735,025 and $251,795,872, respectively at October 31, 1996. Aggregate
purchases, sales and maturities for the period ended October 31, 1996 (excluding
short-term securities) for the remaining Funds, are as follows:
<TABLE>
<CAPTION>
CRABBE HUSON
THE CRABBE HUSON CRABBE HUSON ASSET ALLOCATION CRABBE HUSON
SPECIAL FUND, INC. SMALL CAP FUND FUND EQUITY FUND
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Purchases: $205,719,348 $16,970,598 $331,272,241 $497,228,976
---------------------------------------------------------------------
---------------------------------------------------------------------
Sales and Maturities: 530,112,170 2,460,186 353,274,652 481,537,406
---------------------------------------------------------------------
---------------------------------------------------------------------
Gross Unrealized Appreciation (Depreciation) at October 31,
1996:
For federal income tax purposes
Appreciation 63,920,933 1,102,736 8,989,245 46,920,787
Depreciation (71,102,705) (1,017,820) (2,114,674) (12,323,663)
---------------------------------------------------------------------
Net unrealized appreciation
(depreciation) $ (7,181,772) $ 84,916 $ 6,874,571 $34,597,124
---------------------------------------------------------------------
---------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CRABBE HUSON CRABBE HUSON CRABBE HUSON
REAL ESTATE OREGON TAX-FREE CRABBE HUSON U.S. GOVERNMENT
INVESTMENT FUND FUND INCOME FUND INCOME FUND
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Purchases: $ 18,442,444 $ 4,283,113 $27,601,117 $ 18,057,963
-----------------------------------------------------------------
-----------------------------------------------------------------
Sales and Maturities: 21,733,887 5,766,237 29,857,906 17,975,039
-----------------------------------------------------------------
-----------------------------------------------------------------
Gross Unrealized Appreciation (Depreciation) at October
31, 1996:
For federal income tax purposes
Appreciation 1,357,171 1,016,742 116,071 38,620
Depreciation (109,373) (91,565) (31,586) (46,118)
-----------------------------------------------------------------
Net unrealized appreciation
(depreciation) $ 1,247,798 $ 925,177 $ 84,485 $ (7,498)
-----------------------------------------------------------------
-----------------------------------------------------------------
</TABLE>
105
<PAGE>
CRABBE HUSON FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1996
NOTE 6. SUBSEQUENT EVENT
The Real Estate Fund's sub-advisor, Aldrich, Eastman & Waltch, L.P., was
acquired by New England Investment Companies, L.P., effective December 10, 1996.
The Crabbe Huson Funds have filed a proxy statement with the Securities and
Exchange Commission seeking shareholder vote to approve the change in the
sub-advisor.
106
<PAGE>
October 31, 1996
--------------------------------------
INDEPENDENT AUDITORS' REPORT
----------------------------------
The Shareholders and Board of Directors
The Crabbe Huson Special Fund, Inc.
The Shareholders and Board of Trustees
Crabbe Huson Funds:
We have audited the accompanying statements of assets and liabilities, including
the schedules of investments, of The Crabbe Huson Special Fund, Inc. and the
Crabbe Huson Funds (comprised of Crabbe Huson Small Cap Fund, Crabbe Huson Asset
Allocation Fund, Crabbe Huson Equity Fund, Crabbe Huson Real Estate Investment
Fund, Crabbe Huson Oregon Tax-Free Fund (formerly The Crabbe Huson Oregon
Municipal Bond Fund, Inc.), Crabbe Huson Income Fund, Crabbe Huson U.S.
Government Income Fund and Crabbe Huson U.S. Government Money Market Fund) as of
October 31, 1996, and the related statements of operations for the year then
ended, except for Crabbe Huson Small Cap Fund, which is for the period from
February 20, 1996 (commencement of operations) to October 31, 1996, the
statements of changes in net assets for each of the years in the two year period
then ended, except for Crabbe Huson Small Cap Fund, which is for the period from
February 20, 1996 (commencement of operations) to October 31, 1996, and the
financial highlights for The Crabbe Huson Special Fund, Inc. and Crabbe Huson
Oregon Tax-Free Fund for each of the eight years ended October 31, 1996, Crabbe
Huson Asset Allocation Fund, Crabbe Huson Equity Fund, Crabbe Huson Income Fund,
Crabbe Huson U.S. Government Income Fund and Crabbe Huson U.S. Government Money
Market Fund for each of the seven years ended October 31, 1996 and for the
period from January 31, 1989 (commencement of operations) to October 31, 1989,
Crabbe Huson Real Estate Investment Fund for each of the two years ended October
31, 1996, and for the period from April 4, 1994 (commencement of operations) to
October 31, 1994, and Crabbe Huson Small Cap Fund for the period from February
20, 1996 (commencement of operations) to October 31, 1996. These financial
statements and financial highlights are the responsibility of The Crabbe Huson
Special Fund, Inc. and Crabbe Huson Funds' management. Our responsibility is to
express an opinion on these
107
<PAGE>
financial statements and financial highlights based upon our audits. The
financial highlights for The Crabbe Huson Special Fund, Inc. and Crabbe Huson
Oregon Tax-Free Fund for the years or periods ended October 31, 1988 and prior
were audited by other auditors whose reports expressed unqualified opinions on
the financial highlights.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free from material misstatement. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights. Our procedures included
verification of securities owned as of October 31, 1996, by examination and
other appropriate audit procedures. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of The
Crabbe Huson Special Fund, Inc. and each of the Crabbe Huson Funds as of October
31, 1996, the results of their operations, the changes in their net assets and
their financial highlights for the periods indicated herein, except as indicated
above, in conformity with generally accepted accounting principles.
[SIGNATURE]
Portland, Oregon
December 10, 1996
108
<PAGE>
CRABBE HUSON FUNDS
DISTRIBUTIONS TO SHAREHOLDERS (UNAUDITED)
OREGON TAX-FREE FUND Of the Fund's distributions paid to shareholders from net
investment income during the fiscal year ended October 31, 1996, 99.7% was
attributable to investments in municipal bonds issued by the state of Oregon and
its political subdivisions, agencies, authorities and instrumentalities and
other municipal securities.
SPECIAL FUND, SMALL CAP FUND, ASSET ALLOCATION FUND, AND EQUITY FUND For the
fiscal year ended October 31, 1996, 23.2% of the dividends distributed by the
Special Fund, 43.5% of the dividends distributed by the Small Cap Fund, 39.3% of
the dividends distributed by the Asset Allocation Fund and 44.3% of the
dividends distributed by the Equity Fund, qualify for the dividends-received
deduction for corporate shareholders.
CRABBE HUSON FUNDS
October 31, 1996
109
<PAGE>
-----------------
PART C
OTHER INFORMATION
-----------------
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Index to Financial Statement.
The following financial information of the Registrant is included in Part A
of the Registration Statement (the Prospectus)
Audited Condensed Financial Information as of 10/31/96
(Financial Highlights):
The following Financial Statements of the Registrant are included in Part B
of the Registration Statement (the Statement of Additional Information):
Audited Financial Statements for all Funds as of 10/31/96:
Schedule of Investments
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets for periods ended 10/31/95 and
10/31/96 (For all Funds other than Small Cap Fund)
Notes to Financial Statements
Independent Auditors' Report
(b) Exhibits:
1 Amended Declaration of Trust (1)
2 Amended Bylaws (1)
3 None
- --------------------------
(1) Incorporated by reference from Pre-Effective Amendment No. 1 to the
Registration Statement filed with the Securities and Exchange Commission on
February 9, 1996 (File No. 33-64363).
110
<PAGE>
4 Copies of all instruments defining the rights of holders of the securities
being registered including, where applicable, the relevant portion of the
Declaration of Trust or bylaws of the registrant.(2)
5 Form of Master Investment Advisory Contract (1)
6(a) Form of Distribution Agreement (3)
6(b) Form of Selected Dealer Agreement (3)
7 None
8 Custody and Investment Accounting (1)
9(a) Administration Agreement (1)
9(b) Transfer Agency and Service Agreement (1)
9(c) Unsecured Line of Credit
10 Opinion and Consent of Davis Wright Tremaine, Counsel to Registrant (1)
11 Consent of Accountants
12 See paragraph (a) of this Item 24
13 None
14 Retirement Plans (4)
15 Distribution Plan (3)
16 Computation Schedule (5)
17 Rule 483 Financial Data Schedule
18 Rule 18f-3 Plan (3)
19 Power of Attorney (3)
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Registrant does not have any subsidiaries and does not control any other company
or person.
- --------------------------------
(2) Incorporated by reference from Post-Effective Amendment No. 3 filed by the
Trust, October 1, 1996, File Nos. 33-64363 and 811-5837.
(3) Incorporated by reference from Post-Effective Amendment No. 1 filed by the
Trust, July 16, 1996, File Nos. 33-64363 and 811-5837.
(4) Incorporated by reference from the Post-Effective Amendment No. 5 filed by
the Crabbe Huson Equity Fund, Inc., File Nos. 33-25044 and 811-5837.
(5) Information regarding calculation of performance data as required by item
22 is contained in the Funds' Statement of Additional Information.
111
<PAGE>
Item 26. NUMBER OF HOLDERS OF SECURITIES
As of February 9, 1997, the Funds' outstanding shares were held as follows(1):
<TABLE>
<CAPTION>
<S> <C>
Small Cap Fund
Primary Class 969
Institutional Class 13
The Real Estate Investment Fund
Primary Class 654
The Equity Fund
Primary Class 10,562
Institutional Class 10
Asset Allocation Fund
Primary Class 2435
Institutional Class 9
Crabbe Huson Tax Free Fund
Primary Class 768
The Income Fund
Primary Class 214
The U.S. Government Income Fund
Primary Class 186
The U.S. Government Money Market Fund
Primary Class 1297
</TABLE>
Item 27. INDEMNIFICATION
The Declaration of Trust of the Registrant contains the following provisions:
"LIMITATION OF LIABILITY. No personal liability for any debt or obligation
of the Trust shall attach to any Trustee of the Trust. Without limiting the
foregoing, a Trustee shall not be responsible for or liable in any event for
any neglect or wrongdoing of any officer, agent, employee, investment
adviser, subadviser, principal underwriter or custodian of the Trust, nor
shall any Trustee be responsible or liable for the act or omission of any
other Trustee. Nothing contained herein shall protect any Trustee against any
liability to which such Trustee would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
"Every note, bond, contract, instrument, certificate, Share or undertaking
and every other act or thing whatsoever executed or done by or on behalf of
the Trust or the Trustees or any of them in connection with the Trust shall
be conclusively deemed to have been executed or done only in or with respect
to their or his capacity as Trustees or Trustee and neither such Trustees or
Trustee nor the Shareholders shall be personally liable thereon.
"Every note, bond, contract, instrument, certificate or undertaking made or
issued by the Trustees or by any officers or officer shall recite that the same
was executed or made by or on behalf of
112
<PAGE>
the Trust by them as Trustees or Trustee or as officers or officer and not
individually and that the obligations of such instrument are not binding upon
any of them or the Shareholders individually but are binding only upon the
assets and property of the Trust, and may contain such further recitals as
they or he may deem appropriate, but the omission thereof shall not operate
to bind any Trustees or Trustee or officers or officer or Shareholders or
Shareholder individually.
"All persons extending credit to, contracting with or having any claim
against the Trust shall look only to the assets of the Trust for payment
under such credit, contract or claim; and neither the Shareholders nor the
Trustees nor any of the Trust's officers, employees or agents, whether past,
present or future, shall be personally liable therefor.
. . . . .
"INDEMNIFICATION. Subject to the exceptions and limitations contained in this
Section 4, every person who is, or has been, a Trustee,
officer, employee or agent of the Trust, including persons who serve at the
request of the Trust as directors, trustees, officers, employees or agents of
another organization in which the Trust has an interest as a shareholder,
creditor or otherwise (hereinafter referred to as a "Covered Person"), shall
be indemnified by the Trust to the fullest extent permitted by law against
liability and against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or having been such a
Trustee, director, officer, employee or agent and against amounts paid or
incurred by him in settlement thereof.
"No indemnification shall be provided hereunder to a Covered Person:
"(1) against any liability to the Trust or its Shareholders by reason of a
final adjudication by the court or other body before which the proceeding was
brought that he engaged in willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his office;
"(2) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in the reasonable belief that his
action was in the best interests of the Trust; or
"(3) in the event of a settlement or other disposition not involving a final
adjudication (as provided in paragraph (a) or (b)) and resulting in a payment
by a Covered Person, unless there has been either a determination that such
Covered Person did not engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office by the court or other body approving the settlement or other
disposition, or a reasonable determination, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that he did not
engage in such conduct, such determination being made by:
"(a) a vote of a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office act on
the matter); or
"(b) written opinion of independent legal counsel.
"The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Covered Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be such a Covered Person and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
113
<PAGE>
Nothing contained herein shall affect any rights to indemnification to which
Trust personnel other than Covered Persons may be entitled by contract or
otherwise under law.
"Expenses of preparation and presentation of a defense to any claim, action,
suit or proceeding subject to a claim for indemnification under this Section
4 shall be advanced by the Trust prior to final disposition thereof upon
receipt of an undertaking by or on behalf of the recipient to repay such
amount if it is ultimately determined that he is not entitled to
indemnification under this Section 4, provided that either:
"(a) such undertaking is secured by a surety bond or some other appropriate
security or the Trust shall be insured against losses arising out of any such
advances; or
"(b) a majority of the Disinterested Trustees acting on the matter (provided
that a majority of the Disinterested Trustees then in office act on the
matter) or independent legal counsel in a written opinion shall determine,
based upon a review of the readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.
"As used in this Section 4, a "Disinterested Trustee" is one (x) who is not
an Interested Person of the Trust (including anyone, as such Disinterested
Trustee, who has been exempted from being an Interested Person by any rule,
regulation or order of the Commission), and (y) against whom none of such
actions, suits or other proceedings or another action, suit or other
proceeding on the same or similar grounds is then or has been pending.
"As used in this Section 4, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, actions, suits, proceedings (civil,
criminal, administrative or other, including appeals), actual or threatened;
and the words "liability" and "expenses" shall include without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities."
Insurance of Officers, Directors, Employers and Agents
"(k) INSURANCE. To purchase and pay for entirely out of Trust property such
insurance as they may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the
assets of the Trust and payment of distributions and principal on its
portfolio investments, and insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, consultants, investment advisers,
managers, administrators, distributors, principal underwriters, or
independent contractors, or any thereof (or any person connected therewith),
of the Trust individually against all claims and liabilities of every nature
arising by reason of holding, being or having held any such office or
position, or by reason of any action alleged to have been taken or omitted by
any such person in any such capacity, including any action taken or omitted
that may be determined to constitute negligence, whether or not the Trust
would have the power to indemnify such person against such liability . . ."
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provision or otherwise, the Registrant has
been advised that in the opinion of the Securities & Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liability (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
114
<PAGE>
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The Registrant has made application for insurance to indemnify the directors
and officers of the registrant against liabilities incurred as a result of
serving in such capacity.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The business and other connections of the officers, directors of the
Registrant's investment advisor, The Crabbe Huson Group, Inc., are listed on
the Form ADV of The Crabbe Huson Group, Inc. as currently on file with the
Commission (File No. 801-15154), the text of which is incorporated herein by
reference. The following sections of such Form ADV are incorporated herein
by reference: (a) Items 1 and 2 of Part 2, and (b) Section 6, Business
Background of each Schedule D.
Item 29. PRINCIPAL UNDERWRITER
(a) Registrant's Distributor, Crabbe Huson Securities, Inc., also acts as
exclusive distributor of The Crabbe Huson Special Fund, Inc., an
Oregon corporation registered under the Securities Act of 1933 and the
Investment Company Act of 1940.
b) The directors and officers of Crabbe Huson Securities, Inc., as of the
date of this Registration Statement, are as follows:
<TABLE>
<CAPTION>
(1) (2) (3)
Name and Principal Position and Office with Position and Office
Business Address Crabbe Huson Securities, Inc. with Registrant
- ---------------- ----------------------------- ---------------
<S> <C> <C>
Thomas F. Biesiadecki Secretary and Chief
121 SW Morrison Compliance Officer
Suite 1410
Portland, OR 97204
Craig L. Kolzow Vice President Assistant
121 SW Morrison Treasurer
Suite 1410
Portland, OR 97204
Cheryl A. Burgermeister Vice President, Treasurer
121 SW Morrison Treasurer and Director
Suite 1410
Portland, OR 97204
Craig P. Stuvland President and Director Secretary and
121 SW Morrison Director
Suite 1410
Portland, OR 97204
</TABLE>
(c) Not applicable.
115
<PAGE>
Item 30. LOCATION OF ACCOUNTS AND RECORDS
The accounts, books and other documents required to be maintained by the Fund
pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder will be maintained at the offices of the Fund at 121 SW Morrison,
Suite 1415, Portland, Oregon 97204, at the offices of the Custodian,
Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City,
Missouri 64105, at the offices of Davis Wright Tremaine, the Fund's legal
counsel, 1300 S.W. 5th Avenue, Suite 2300, Portland, Oregon, 97201 and at the
offices of State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts, the Fund's transfer agent and dividend disbursing agent.
Item 31. MANAGEMENT SERVICES
Not applicable.
Item 32. UNDERTAKINGS
(a) Not applicable.
(b) Not applicable.
(c) The Registrant undertakes to furnish to each person to whom a
Prospectus is delivered a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.
(d) Registrant undertakes to call a shareholders meeting for the purpose
of voting upon a proposal to remove a trustee if requested to do so by
at least 10% of registrant's outstanding shares. Registrant also
undertakes to assist in communications among shareholders in
connection with such a meeting.
116
<PAGE>
SIGNATURES AND CERTIFICATION
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Portland, Oregon on February 27, 1997.
Registrant hereby certifies that no material event requiring
disclosure in the Prospectus, other than ones listed in Paragraph b(1) of
Rule 485 of the Securities Act of 1933 has occurred since the effective date
of the Registrants Registration Statement.
CRABBE HUSON FUNDS
By: /s/ Richard S. Huson
-------------------
Richard S. Huson, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on February 27, 1997, by the
following persons in the capacities indicated:
(1) Principal Executive Officers:
/s/Richard S. Huson President
----------------------------------
Richard S. Huson
(2) Principal Accounting and
Financial Officer
* Treasurer
----------------------------------
Cheryl A. Burgermeister
Page 1 - SIGNATURES AND CERTIFICATION
<PAGE>
(3) Trustees:
* Trustee
----------------------------------
Gary L. Capps
* Trustee
----------------------------------
James E. Crabbe
/s/ Richard S. Huson Trustee
----------------------------------
Richard S. Huson
* Trustee
----------------------------------
William Wendell Wyatt
* Trustee
----------------------------------
Craig P. Stuvland
* Trustee
----------------------------------
Louis Scherzer
* Trustee
----------------------------------
Bob L. Smith
* Trustee
----------------------------------
Richard P. Wollenberg
By: /s/ Richard S. Huson
----------------------------------
Richard S. Huson
Attorney in fact for the trustees
and officers identified above by
an asterisk
Page 2 - SIGNATURES AND CERTIFICATION
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0001003129
<NAME> CRABBE HUSON FUNDS
<SERIES>
<NUMBER> 011
<NAME> CRABBE HUSON SMALL CAP FUND
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 15792804
<INVESTMENTS-AT-VALUE> 15877720
<RECEIVABLES> 5079589
<ASSETS-OTHER> 125199
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 21082508
<PAYABLE-FOR-SECURITIES> 243042
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 169731
<TOTAL-LIABILITIES> 412773
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 20155561
<SHARES-COMMON-STOCK> 1738616
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 49849
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 379409
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 84916
<NET-ASSETS> 20669735
<DIVIDEND-INCOME> 22935
<INTEREST-INCOME> 121482
<OTHER-INCOME> 0
<EXPENSES-NET> (98484)
<NET-INVESTMENT-INCOME> 45933
<REALIZED-GAINS-CURRENT> 379409
<APPREC-INCREASE-CURRENT> 84916
<NET-CHANGE-FROM-OPS> 510258
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2043129
<NUMBER-OF-SHARES-REDEEMED> (314513)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 20569735
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 65919
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 154425
<AVERAGE-NET-ASSETS> 9336222
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> 0.99
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.02
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0001003129
<NAME> CRABBE HUSON FUNDS
<SERIES>
<NUMBER> 012
<NAME> CRABBE HUSON SMALL CAP FUND
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 15792804
<INVESTMENTS-AT-VALUE> 15877720
<RECEIVABLES> 5079589
<ASSETS-OTHER> 125199
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 21082508
<PAYABLE-FOR-SECURITIES> 243042
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<NAME> CRABBE HUSON ASSET ALLOCATION FUND
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0001003129
<NAME> CRABBE HUSON FUNDS
<SERIES>
<NUMBER> 081
<NAME> CRABBE HUSON REAL ESTATE INVESTMENT FUND
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 20575173
<INVESTMENTS-AT-VALUE> 21822971
<RECEIVABLES> 496840
<ASSETS-OTHER> 85669
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 22405480
<PAYABLE-FOR-SECURITIES> 1728375
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 28165
<TOTAL-LIABILITIES> 1756540
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 18245645
<SHARES-COMMON-STOCK> 1783333
<SHARES-COMMON-PRIOR> 1959931
<ACCUMULATED-NII-CURRENT> 11251
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1144246
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1247798
<NET-ASSETS> 20648940
<DIVIDEND-INCOME> 97760
<INTEREST-INCOME> 13936
<OTHER-INCOME> 0
<EXPENSES-NET> (22547)
<NET-INVESTMENT-INCOME> 89149
<REALIZED-GAINS-CURRENT> 191056
<APPREC-INCREASE-CURRENT> 418980
<NET-CHANGE-FROM-OPS> 699185
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (107050)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 525160
<NUMBER-OF-SHARES-REDEEMED> (61651)
<SHARES-REINVESTED> 8007
<NET-CHANGE-IN-ASSETS> 5719066
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 15032
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 34962
<AVERAGE-NET-ASSETS> 16529610
<PER-SHARE-NAV-BEGIN> 9.69
<PER-SHARE-NII> 0.38
<PER-SHARE-GAIN-APPREC> 2.01
<PER-SHARE-DIVIDEND> (0.38)
<PER-SHARE-DISTRIBUTIONS> (0.12)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.58
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
EXHIBIT 99.9(c)
November 29, 1996
The Funds Listed in Appendix I
121 S.W. Morrison
Portland, Oregon 97204
Attention: Mr. Craig Kolzow
Ladies and Gentlemen:
This is to advise you that, based on the information you have furnished to
us and our discussions to date, State Street Bank and Trust Company (the "Bank")
has established a $20 million committed, unsecured line of credit (the "Line of
Credit") for the funds listed in Appendix I (collectively the "Funds" and each,
a "Borrower"), effective November 29, 1996 (the "Effective Date"); provided,
however, that advances made under the Line of Credit to Crabbe Huson Special
Fund, Inc. shall be secured by a Mutual Fund General Collateral Security
Agreement of even date.
Our willingness to provide the proposed financing is contingent upon and
subject to the terms and conditions in this letter (the "Agreement").
The proceeds of advances made under the Line of Credit (a "Loan" and
collectively, the "Loans") may be used as follows:
1. To temporarily finance the purchase or sale of securities for prompt
delivery, if the Loan is to be repaid promptly in the ordinary course of
business upon completion of the purchase or sale transaction; or
2. To enable the Borrower to meet emergency expenses not reasonably
foreseeable on the date of this Agreement, but only if the Borrower submits
a written statement executed by a duly authorized officer of the Borrower
to the effect that the advance is necessitated by a change in circumstances
involving extreme hardship, not reasonably foreseeable on the date of this
Agreement.
Prior to making any initial Loan to a Borrower, the Bank shall have
received from the Borrower the following:
<PAGE>
1. A Loan request in the form attached hereto as EXHIBIT I (the "Loan
Request") stating the principal amount of the requested Loan and warranting
(i) compliance by such Borrower with the Investment Company Act of 1940, as
amended (the "1940 Act") and the Prospectus and Statement of Additional
Information of the Borrower, and (ii) use of the Loan in accordance with
this Agreement;
2. An executed Promissory Note in the form attached hereto as EXHIBIT II;
3. An Officer's Certificate in the form attached hereto as EXHIBIT III;
4. An opinion of counsel to the Borrower in a form satisfactory to the
Bank, attached hereto as EXHIBIT IV, and
5. An Instruction and Confirmation Certificate in the form attached hereto
as EXHIBIT V addressed to the Bank in its capacity as custodian.
Prior to making any further Loan after making an initial Loan, the Bank
shall have received a completed Loan Request.
With respect to a Borrower which is a Delaware business trust, all persons
dealing with the Borrower shall look solely to the trust property of the
Borrower for the enforcement of any claim against the Borrower. None of the
trustees, officers, agents or shareholders of the Borrower assumes any personal
liability for obligations entered into on behalf of the trust.
All Loans under the Line of Credit will be evidenced by a Promissory Note
in the form attached hereto as Exhibit II. At the time of borrowing or at the
time of receipt of any payment of principal, each Borrower authorizes the Bank
to make the proper notation on the Note Schedule attached to the Promissory
Note, reflecting the making of such Loan(s) or the receipt of such payment(s).
The outstanding amount of the Loan(s) set forth on the Note Schedule shall be
conclusive evidence of the principal amount thereof owing and unpaid to the
Bank, absent manifest error. The failure to record, or any error in so
recording, any such amount on the Note Schedule or any other record maintained
by the Bank, shall not limit or otherwise affect the obligation of each Borrower
hereunder or under the Promissory Note to make payments of principal of and
interest on the Promissory Note when due.
Loans under the Line of Credit will be available at the Overnight Fed Funds
Rate, as in effect from time to time, plus 0.75% per annum. At the time each
Loan is made, the Bank shall mail to the applicable Borrower a written
confirmation of the amount of such Loan and the interest rate initially
applicable
- 2 -
<PAGE>
thereto. Interest rate will be calculated on a 360 days basis for actual days
elapsed.
The Bank will honor requests for Loans under the Line of Credit until the
first anniversary of the Effective Date. If the Bank intends not to renew the
Line of Credit, notice will be provided 90 days prior to the relevant
anniversary of the Effective Date.
As compensation for holding available this lending commitment, each
Borrower agrees to pay its pro rata share (based on the percentage that its net
assets at the time fee is due and payable represents of the net assets of all
the Borrowers on that date) of a 10.0 basis points per annum fee on the unused
portion of the commitment. The commitment fee will be calculated on a 360 days
basis for actual days elapsed. The fee will be payable quarterly in arrears
commencing on January 31, 1997 and every 90 days thereafter during the term of
the Line of Credit.
Temporary or emergency borrowings in the aggregate will be limited to an
amount not greater than 15% of the value of the applicable Borrower's total
assets (including the amount borrowed) less liabilities (including the amount
borrowed) at the time the borrowing is made, or a lesser amount to the extent
provided in the Borrower's Prospectus and Statement of Additional Information or
the 1940 Act registration statement, as the case may be (the "Leverage
Covenant").
If at any time a Borrower is in violation of the Leverage Covenant, that
Borrower is required within three (3) business days to repay Loans in an amount
sufficient to achieve compliance with the Leverage Covenant.
Each Borrower hereby promises to pay the principal and interest of each
Loan made to it and related fees on the day when due to the Bank at its address
stated above. Each Borrower hereby authorizes the Bank, if and to the extent a
payment is owed by that Borrower, to charge against the Borrower's deposit
account with the Bank any amount so due on the 15th business day of the
following month.
Each Borrower agrees that it shall not borrow from any other bank, issue
preferred stock or create, incur or assume or suffer to exist any lien
(statutory or otherwise), security interest, priority, conditional sale, pledge,
charge or other encumbrance or similar rights of others or any agreement to give
any of the foregoing ("liens"), upon or with respect to any of its properties,
owned or acquired during such period, except as a result of its investment
activities as described in its then current Prospectus and Statement of
Additional Information or Registration Statement under the 1940 Act, and
indebtedness in favor of the Borrower's custodian consisting of extensions of
credit from the custodian in
- 3 -
<PAGE>
the ordinary course of business to cover securities trades or liens in favor of
the Borrower's Custodian granted pursuant to the custody agreement(s) in force.
Each Borrower agrees to furnish to the Bank a statement of assets and
liabilities as of the end of each semi-annual period, audited annual statements
which present fairly, in all material respects, in conformity with generally
accepted accounting principles, the financial position of the Borrower, the
portfolio of investments as of the end of each semi-annual period, proxy
materials, reports to the shareholders and such other information as the Bank
shall reasonably request from time to time.
Each Borrower agrees that it will not change its investment objective or
fundamental investment policy, as set forth in the Borrower's most recent
Statement of Additional Information or most recent Prospectus, without the
consent of the Bank. Each Borrower agrees that it will be a default hereunder
if Crabbe Huson Group, Inc. ceases to be its Investment Advisor, or the Borrower
changes its Custodian without the consent of the Bank, which consent will not be
unreasonably withheld.
Notwithstanding any provision to the contrary contained herein, each Loan
made to a Borrower shall be made only with respect to that Borrower and shall be
repaid solely from the assets of that Borrower, or a series of that Borrower as
the case may be, and the Bank shall have no right of recourse or offset, or any
other right whatsoever, against the assets of any other Borrower with respect to
such Loan or any default in respect thereof. A default by any Borrower shall
not, by itself, constitute a default by any other Borrower hereunder.
As an inducement to the Bank to extend the Line of Credit, and at any time
Loans are outstanding to a Borrower or at any time a Loan Request is made by
that Borrower, that Borrower severally represents and warrants to the Bank as to
itself and not as to any other Borrower that:
1. The Borrower is duly organized, validly existing and in good standing
under the laws of the state of its organization and has all trust or
corporate powers and all governmental licenses, authorizations, consents
and approvals required to carry on its business as now conducted;
2. Neither the Bank nor any affiliate of the Bank individually or in the
aggregate owns, controls or holds with the power to vote, 5% or more of the
outstanding shares of the Borrower and any affiliate of the Borrower, and
neither the Borrower nor any affiliate of the Borrower, directly or
indirectly, individually or in the aggregate, owns, controls or holds with
the power to vote, 5% or more of the outstanding
- 4 -
<PAGE>
voting securities of the Bank or any affiliate of the Bank known to the
Borrower;
3. Neither the Borrower nor any affiliate of the Borrower, directly or
indirectly, individually or in the aggregate, controls or, to the best
knowledge of the Borrower after due inquiry, is controlled by or under
common control with any bank or any affiliate of any bank known to the
Borrower. Furthermore, no officer, director, trustee or employee of the
Borrower or any affiliate of the Borrower is an affiliated person of any
bank or of any affiliate of any bank known to the Borrower;
4. The Borrower has no subsidiaries;
5. The Borrower is not a member of an ERISA group and has no liability in
respect of any benefit arrangement, plan or multi-employer plan subject to
ERISA;
6. The Borrower qualifies as a "regulated investment company" within the
meaning of the Internal Revenue Code, and as such, because it intends to
timely distribute all its income (including capital gains) to its
shareholders, its income will not be subject to tax at the trust level
under the Internal Revenue Code. The Borrower has filed all United States
Federal income tax returns and all other material tax returns which are
required to be filed by it and has paid all taxes due pursuant to such
returns or pursuant to any assessment received by the Borrower. The
charges, accruals and reserves on the Books of the Borrower in respect of
taxes or other governmental charges are, in the opinion of the Borrower,
adequate;
7. All information heretofore furnished by the Borrower to the Bank for
purposes of or in connection with this Agreement or any transaction
contemplated hereby is, and all such information hereafter furnished by the
Borrower to the Bank will be, true and accurate in all material respects on
the date as of which such information is stated or certified. The Borrower
has disclosed to the Bank in writing any and all facts which, to the best
of the Borrower's knowledge after due inquiry, materially and adversely
affect or may affect (to the extent the Borrower can now reasonably
foresee), the business, operations or financial condition of the Borrower
or the ability of the Borrower to perform its obligations under this
Agreement or the Note;
8. The execution, delivery and performance of all of the agreements and
instruments in connection with the Line of Credit are within the Borrower's
power and authority and have been authorized by all necessary proceedings
and will not contravene any provision of the Borrower's organizational
- 5 -
<PAGE>
documents, by laws, then-current Prospectus and Statement of Additional
Information (or 1940 Act registration statement, as the case may be) or any
agreement or undertaking binding upon the Borrower;
9. There is no litigation, proceeding or investigation pending, or to the
knowledge of the Borrower, threatened against the Borrower, which would
have a material adverse effect on the Borrower's ability to carry out its
obligations hereunder or under the Note;
10. The Borrower has statutory authority to enter into this Agreement and
any loan requests hereunder will not result in an aggregate of all loans
outstanding which exceed the limits permitted under the Borrower's then-
current Prospectus and Statement of Additional Information (or 1940 Act
registration statement, as the case may be), the 1940 Act, or any
applicable rule, regulation, statute or Leverage Covenant, as defined
herein;
11. The Borrower is a registered open-end management investment company
under the 1940 Act and the shares of beneficial interest of each Borrower
have been registered under the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and applicable state
securities or so-called "Blue Sky" laws; and
12. The Borrower is in compliance in all material respects with applicable
law, including the 1940 Act and Federal Reserve Regulation U.
Upon the occurrence of any of the following events, a Borrower shall be
deemed to be in default under this Agreement:
(a) Failure of a Borrower to make payment when due of any Loan; or
available cash in the deposit account is insufficient to repay any Loan due
the Bank by the Borrower;
(b) Breach or failure to perform by the Borrower of any terms or
conditions as set forth in this Agreement, or any obligation of the
Borrower to the Bank;
(c) If any representation, statement or warranty made or furnished in any
manner to the Bank by the Borrower in connection with this Agreement or the
Loan was false in any material respect when made or furnished;
(d) A material adverse change in the business, assets, financial condition
or prospects for that particular Borrower (but no such adverse change shall
be deemed to have occurred as a result of a decline in net assets resulting
from redemptions by shareholders or investors or as a result of a
- 6 -
<PAGE>
decline in the value of the securities held
by the Borrower), as reasonably determined by the Bank, has occurred;
(e) A material adverse change, as reasonably determined by the Bank shall
have occurred in the facts or information disclosed to the Bank or
otherwise relied on by the Bank in considering requests hereunder;
(f) If, by reason of any default by the Borrower, any obligation of the
Borrower to any other person or entity for money borrowed or on account of
any bond, note or debenture is accelerated prior to maturity;
(g) Upon termination of existence, insolvency, business failure,
appointment of a receiver of any part of the property of the Borrower,
assignment for the benefit of creditors by, the calling of a meeting of
creditors, or the commencement of any voluntary or involuntary proceeding
under any bankruptcy or insolvency laws by or against the Borrower or any
co-maker, accommodation maker, surety, or guarantor of the Borrower, or
entry of any final judgment or order against them for the payment of money
in excess of $500,000 shall be rendered against the Borrower and such
judgement or order shall remain unsatisfied, undischarged, or unstayed for
a period of 10 days; or
(h) Upon the issuance of or notice of any tax levy, attachment, by trustee
process or otherwise, levy of execution or other process issued against the
Borrower.
Upon the occurrence of any of the events specified in the preceding section
hereof, or at any time thereafter, the Bank may, at its option, terminate this
Agreement and declare any Loans made under the Line of Credit to be immediately
due and payable and shall thereafter have in addition to all other rights and
remedies hereunder, or under any other agreement or paper executed by the
Borrower, or available to the Bank under applicable law, the Borrower authorizes
the Bank in its capacity as Custodian to the Borrower, in accordance with the
Instruction and Confirmation Certificate affixed hereto as EXHIBIT V, to dispose
of the Borrower's assets as selected by the Borrower's Investment Advisor to the
extent necessary to repay all amounts due to the Bank.
Any Borrower may terminate the Line of Credit as to it by giving five (5)
days irrevocable prior written notice to the Bank and repaying in full all
amounts then outstanding to it under the Line of Credit or the Note.
The Bank agrees that prior to assigning to any other lender (but not the
Federal Reserve Bank) any of its rights and obligations under the Line of Credit
or the Note, or granting to any other lender any participation in any of such
rights and
- 7 -
<PAGE>
obligations, the Bank will obtain the Borrowers' prior written consent, which
shall not unreasonably be withheld.
Copies of all notices and confirmations hereunder and under the Note shall
be sent to the Bank at its address above, Attention: Ned Siegel, Loan Officer,
and to a Borrower at its address on the signature page hereto, to the attention
of the person signing on behalf of that Borrower, or to such other address or
person for notice as the parties shall have last furnished in writing to the
person giving the notice.
Any such notice or demand shall be deemed to have been duly given or made
and to have become effective (i) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of receipt thereof by such officer or the sending of such facsimile and
(ii) if sent by registered or certified first-class mail, postage prepaid, on
the third business day following the mailing thereof.
This Agreement shall take effect as a sealed instrument and shall be
governed by the laws (other than the conflict of law rules) of the Commonwealth
of Massachusetts.
The Agreement and the Note constitute the entire understanding between the
Borrowers and the Bank on this subject and supersede all prior discussions;
provided, however, that Loans made under the Line of Credit to Crabbe Huson
Special Fund, Inc. shall be secured by a Mutual Fund General Collateral Security
Agreement of even date.
If the foregoing satisfactorily sets forth the terms and conditions of the
Line of Credit, please execute and return the enclosed copy of this Agreement
together with the enclosed documents and the opinion of your outside counsel
concerning this transaction.
Sincerely,
STATE STREET BANK AND TRUST
COMPANY
By: /s/Ned Siegel
-------------------------------
Name: Ned Siegel
Title: Loan Officer
- 8 -
<PAGE>
Accepted:
CRABBE HUSON FUNDS on behalf of
Crabbe Huson Real Estate
Investment Fund, Crabbe Huson
Equity Fund, Crabbe Huson Asset
Allocation Fund, Crabbe Huson
Income Fund, Crabbe Huson U.S.
Government Income Fund,
Crabbe Huson U.S. Government
Money Market Fund, Crabbe Huson
Small Cap Fund and Oregon Municipal
Bond Fund
By: /s/Cheryl Burgermeister
-------------------------------
Name: Cheryl Burgermeister
Title: Treasurer
Accepted:
CRABBE HUSON SPECIAL FUND, INC.
By: /s/Richard S. Huson
-------------------------------
Name:
Title:
- 9 -
<PAGE>
APPENDIX I
CRABBE HUSON FUNDS on behalf of
Crabbe Huson Real Estate
Investment Fund, Crabbe Huson
Equity Fund, Crabbe Huson Asset
Allocation Fund, Crabbe Huson
Income Fund, Crabbe Huson U.S.
Government Income Fund,
Crabbe Huson U.S. Government
Money Market Fund, Crabbe Huson
Small Cap Fund and Oregon Municipal
Bond Fund
CRABBE HUSON SPECIAL FUND, INC.
<PAGE>
EXHIBIT I
LOAN REQUEST
DATE:
----------------------------------------------------------------------
TO: STATE STREET BANK AND TRUST COMPANY
----------------------------------------------------------------------
ATTN:
----------------------------------------------------------------------
FROM:
----------------------------------------------------------------------
BORROWER:
----------------------------------------------------------------------
SUBJECT:
In connection with the Agreement currently in effect with State Street Bank and
Trust Company, please increase or reduce the outstanding balance as indicated
below. The Loan should be recorded on the books of the Borrower as a liability
of the Borrower to the Bank and interest payable to the Bank should be recorded
at the agreed upon rate.
Increase/ Cumulative Net Asset
(Decrease) Balance Value
Date the loan by Outstanding -----
----------- -----------
$ $ $
- --------------- ----------- ----------- --------------
The Borrower hereby represents and warrants that:
1. usage of the proceeds of the Loan shall be limited to conform with the
usage specified in the Agreement, and
2. the Borrower is in compliance with all the terms and conditions in the
Agreement.
------------------------------
Borrower
By:
------------------------------
Name:
----------------------------
Title
----------------------------
Date:
----------------------------
<PAGE>
EXHIBIT II
PROMISSORY NOTE
_______________, 199_
$_______________ Boston, Massachusetts
On _______________ ("Maturity"), for value received, each of the undersigned
(each herein called "Borrower") severally and not jointly hereby promises to pay
to the order of State Street Bank and Trust Company (herein called "Bank") at
the principal office of Bank at 225 Franklin Street, Boston, Massachusetts
02110, or such other place as the holder hereof shall designate
$ Dollars
------------------
or, if less, the aggregate unpaid principal amount of all loans made by the Bank
to the applicable Borrower pursuant to an Agreement dated October __, 1996 as
such Agreement may be amended, extended or replaced (the "Agreement"), as shown
in the schedule affixed hereto (the "Note Schedule"), together with interest on
each unpaid principal balance at the rate or rates per annum set forth in the
Note Schedule. Capitalized terms contained herein and not defined will have the
meanings ascribed to them in the Agreement. Interest on the unpaid balance of
each Loan shall be payable at Maturity on the same day as the principal amount
of such Loan is paid or, if the Loan is paid prior to Maturity, on the 15th
business day of the following month, at the rate per annum set forth in the Note
Schedule. Interest shall be calculated on the basis of actual days elapsed and
a 360-day year. Overdue payments of principal (whether at stated Maturity, by
acceleration or otherwise) shall bear interest, payable on demand, at a
fluctuating interest rate per annum equal to 4% above the Prime Rate in effect
from time to time. "Prime Rate" shall mean the rate of interest announced by
the Bank in Boston, Massachusetts from time to time as its "Prime Rate".
All Loans hereunder and all payments on account of principal and interest hereof
shall be recorded on the books and records of the Bank and, prior to any
transfer hereof, endorsed on the Note Schedule which is part of this Note. The
entries on the records of the Bank (including any appearing on this Note) shall
be conclusive evidence of amounts outstanding hereunder, absent manifest error.
The obligations of each Borrower under this Note are several and not joint. The
principal amount of the Line of Credit made for use by a particular Borrower and
interest thereon shall be paid or repaid solely from the assets of such
Borrower, and the Bank shall have no right of recourse or offset, or any other
right whatsoever, against the assets of any other Borrower. A default by any
<PAGE>
particular Borrower shall not, by itself, constitute a default by any other
Borrower hereunder.
Each Borrower hereby waives presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement hereof and consents that this Note may be extended from
time to time and that no extension or other indulgence and no substitution,
release or surrender of collateral shall discharge or otherwise affect the
liability of the Borrower. No delay or omission on the part of the Bank in
exercising any right hereunder shall operate as a waiver of such right or of any
other right hereunder, and a waiver of any such right on any one occasion shall
not be construed as a bar to or waiver of any such right on any future occasion.
"Holder" means the payee or any endorsee of this note who is in possession of
it.
With respect to a Borrower which is a Delaware business trust, all persons
dealing with the Borrower shall look solely to the trust property of that
Borrower for the enforcement of any claim against the Borrower. None of the
trustees, officers, agents or shareholders of the Borrower assumes any personal
liability for obligations entered into on behalf of the trust.
This Note shall take effect as a sealed instrument and shall be governed by the
laws (other than the conflict of law rules) of The Commonwealth of
Massachusetts.
--------------------------
Borrower
By:
----------------------
Name:
Title:
<PAGE>
NOTE SCHEDULE
LOANS AND PAYMENTS OF PRINCIPAL
<TABLE>
<CAPTION>
Date Borrower Amount/Type Interest Amount of Outstanding Notation
of Loan Rate Principal Principal Made By
Paid Balance
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
EXHIBIT III
OFFICER'S CERTIFICATE
I, _______________ , do hereby certify that I am the duly elected Secretary
of ______________________________, a [Delaware business trust (the "Trust")]
[Oregon corporation (the "Corporation")], and that as such officer, I am
authorized to execute and deliver this Certificate on behalf of the [Trust]
[Corporation]. In that capacity I do hereby further certify as follows:
1. Attached hereto as EXHIBIT A is full, true and correct copy of the
[Declaration of Trust of the Trust] [Certificate of Incorporation of the
Corporation] and said [Declaration of Trust] [Certificate of Incorporation]
remains in full force and effect on the date hereof;
2. Attached hereto as EXHIBIT B is a full, true and correct copy of the
By-Laws of the [Trust] [Corporation], and said By-Laws remain in full force and
effect as of the date hereof;
3. Attached hereto as EXHIBIT C are true, correct and complete copies of
the votes adopted by the Board of the Borrower of the [Trust] [Corporation] on
__________, 199_, authorizing the Borrower to borrow from time to time in
accordance with the terms described in this Agreement, which resolutions are in
full force and effect and have not been amended, modified, revoked or rescinded
as of the date hereof;
4. Attached hereto as EXHIBIT D are full, true and correct copies of the
current prospectus and statement of additional information for the [Trust]
[Corporation]; and
5. Attached hereto as EXHIBITS E and F are full, true and correct copies
of the Annual Report to Shareholders dated _______________, 199_ and Semi-Annual
Report to Shareholders dated _______________, 199_.
6. The following are the duly elected, qualified and acting officers of
the [Trust] [Corporation], holding the offices set forth below their respective
names, and the signature of each such officer (where set forth hereon) is such
officer's true and genuine signature:
_________________________
_________________________
_________________________
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of
_______________, 199_.
---------------------------
Name
The undersigned being the __________ of the [Trust] [Corporation], DOES
HEREBY CERTIFY THAT ____________________ is the duly elected, qualified and
acting Secretary of the [Trust] [Corporation] and that the signature set forth
above is his true and genuine signature.
IN WITNESS WHEREOF, I have hereunto set forth my hand this _____ day of
__________, 199_.
---------------------------
Name
<PAGE>
EXHIBIT IV
OPINION OF COUNSEL
[LETTERHEAD OF COUNSEL]
<PAGE>
[LETTERHEAD OF COUNSEL]
_______________, 1996
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02101
Ladies and Gentlemen:
We have represented _________________________ Fund, a _____________________
(the "Fund"), with respect to (a) the Letter Agreement between State Street Bank
and Trust Company ("State Street") and the Fund dated ____________________, 1996
(the "Agreement") and (b) the Mutual Fund General Collateral Security Agreement
between State Street and the Fund dated _______________, 1996 (the "Security
Agreement"). The Agreement and the Security Agreement are sometimes hereinafter
collectively referred to as the "Agreements". In this connection, we have
examined originals, or copies certified or otherwise identified to my
satisfaction, of such documents, trust and other records, certificates and
papers as we deemed it necessary to examine for the purpose of this opinion.
Based on such examination, it is our opinion that:
1. The Fund is duly incorporated or organized and is validly existing in
good standing in its jurisdiction of incorporation or organization.
2. There are no material actions, suits or proceedings pending or
threatened against or affecting the Fund or its properties before any federal,
state, local or foreign court or governmental department, commission, board,
bureau, agency or instrumentality.
3. The Fund is authorized to borrow from you under the Agreement as a
temporary measure to facilitate the meeting of redemption requests and for
extraordinary or emergency purposes; provided, however, that the Fund's
borrowing may not exceed _____% of its total net assets valued at the time of
any such borrowing.
4. The Fund may pledge its assets to you as collateral securing borrowing
under the Agreement in an amount sufficient to secure any borrowing meeting the
requirements set forth in paragraph 3 above. The security interest granted to
you under the Security Agreement will constitute a perfected security interest
under the Massachusetts Uniform Commercial Code (the "UCC") and will be entitled
to all of the rights, benefits and priorities provided by the UCC.
<PAGE>
State Street Bank and Trust Company
__________________, 1996
Page 2
5. The execution, delivery and performance by the Fund of the Agreements
will not violate the Fund's charter or by-laws, any applicable statute or any
judgment, decree, order, rule or regulation, or result in the breach of or
constitute a default under or require any consent under any other agreement or
instrument to which the Fund is a party or by which the Fund may be bound or
affected, and the borrowing does not violate any of the provisions of
Regulations G, T, U or X of the Board of Governors of the Federal Reserve
System.
6. The Agreement and the Security Agreement have been duly and validly
authorized and executed by the Fund and when delivered to you and validly
executed and delivered by you will constitute the valid and binding obligations
of the Fund, enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or other laws affecting
enforcement of creditors' rights.
7. No approval or authorization of, or registration, qualification or
filing with, any governmental authority is required in connection with the
execution, delivery or performance by the Fund of the Agreements or the
consummation of the transactions contemplated thereby.
Sincerely,
<PAGE>
EXHIBIT V
INSTRUCTION AND CONFIRMATION CERTIFICATE
_______________, 1996
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
Re:
Ladies and Gentlemen:
This letter serves as confirmation that the mutual funds listed in Appendix I
(each, a "Borrower") are authorized to borrow in the aggregate up to $__ million
of unsecured bank financing (the "Line of Credit") from State Street Bank and
Trust Company, as lender (the "Bank").
Pursuant to the terms contained in an Agreement dated October __, 1996, each
Loan made to the Borrower shall be repaid solely from the assets of that
Borrower, and the Bank shall have no right of recourse or offset, or any other
right whatsoever, against the assets of any other Borrower with respect to such
Loan or any default in respect thereof.
State Street Bank and Trust Company, in its capacity as custodian of the
Borrower (the "Custodian"), under the Custodian Contract(s) between the Borrower
and State Street Bank and Trust Company, dated _______________, 199 , is hereby
authorized and directed by the Borrower to dispose of the Borrower's assets as
selected by the Borrower's Investment Adviser to the extent necessary to repay
all amounts due to the Bank to the extent that the Loans have not been paid when
due.
The Custodian is hereby directed to act on any written instructions it receives
from the Bank with respect to the disposal of the Borrower's assets to
accomplish the foregoing.
These instructions may not be amended or terminated without the prior written
consent of the Bank.
------------------------------
Borrower
By:
--------------------------
Name:
Title:
<PAGE>
Address for notices for each of the foregoing:
____________________ (address)
____________________
____________________
____________________ (phone)
____________________ (facsimile)
State Street Bank and Trust Company, by signing below, acknowledges receipt of,
and hereby agrees to accept instructions in accordance with the foregoing
confirmation.
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
<PAGE>
[STATE STREET LETTERHEAD]
November 8, 1996
Mr. Craig Kolzow
Director of Mutual Funds Operations
Crabbe Huson Funds
121 S.W. Morrison, Suite 1400
Portland, OR 97204
Dear Craig:
State Street Bank and Trust Company (the "Bank") is pleased to establish a
$10 million committed secured line of credit (the "Facility") in favor of the
Crabbe Huson Special Fund, Inc. ("Special Fund") for leveraging or temporary or
emergency purposes, including redemptions, as defined under the Investment
Company Act of 1940, and subject to the terms herein.
Loans under the Facility will be evidenced by the following forms of
documentation:
1. Letter Agreement, with Exhibits A and B.
2. Mutual Fund General Collateral Security Agreement.
3. Take Down Certificate.
4. Secretary's Certificate, certifying to and attaching copies of:
a. Certificate of Incorporation
b. By-Laws of Corporation
c. Votes authorizing the transactions
d. Current Prospectus and Statement of Additional Information
e. Annual report and Semi-Annual report to Shareholders
5. Opinion of Fund's counsel in a form satisfactory to the Bank.
6. Federal Reserve Form U-1.
7. Long-form legal existence certificate and good standing certificate.
8. Certificate of incorporation.
<PAGE>
The Bank will make Loans to the Special Fund pursuant to the terms of this
Letter Agreement. The Facility is subject to the following terms and
conditions:
Purpose: Leveraging, or temporary or emergency purposes, as defined under
the Investment Company Act of 1940. As further defined, the
proceeds of advances made under the Line of Credit (each, a
"Loan" and collectively, the "Loans"), may be used as follows:
1. To temporarily finance the purchase or sale of securities
for prompt delivery, if the Loan is to be repaid promptly in
the ordinary course of business upon completion of the
purchase or sale transaction; or
2. To enable the Borrower to meet emergency expenses not
reasonably foreseeable on the date of this Agreement, but
only if the Borrower submits a written statement executed by
a duly authorized officer of the Borrower to the effect that
the advance is necessitated by a change in circumstances
involving extreme hardship, not reasonably foreseeable on
the date of this Agreement; or
3. With respect to the Special Fund, to leverage its portfolio.
If the Special Fund uses the proceeds of any Loan to
leverage its portfolio, the Special Fund agrees that at no
time while any such Loan is outstanding will the sum of the
amount of all Loans made under this Agreement exceed the sum
of the fair market value of all securities in the Special
Fund's portfolio which do not constitute "margin stock" as
that term is defined in 12 CFR Section 221.2, plus 50
percent of the fair market value of all securities in the
Special Fund's portfolio which constitute "margin stock."
Nothing in the paragraph 3 shall be construed to allow the
Special Fund to borrow hereunder in an amount that would
cause it to violate the Leverage Covenant.
Interest Rate: Overnight Federal Funds Plus 0.75%.
Commitment Fee: 0.10% per annum on unused Facility payable quarterly in
arrears.
2
<PAGE>
Basis: Interest Rate and Commitment Fee to be calculated on a 360-
day basis for actual days elapsed.
Term: 364 days after written acknowledgment by the Bank that all
legal documents have been received and properly executed.
The Facility may be extended for an additional 364-day
period upon mutual agreement of the parties. If the Special
Fund's request to extend is submitted to the Bank no later
than 120 days prior to the end of the then-current term, the
Bank shall respond to such request not later than 30 days
after receipt of such request.
Collateral: Advances will be secured by a properly perfected security
interest in specific assets of the Special Fund.
Borrowing Base: The maximum amount of Advances under the Facility will be
limited to the lesser of (i) the Borrowing Base, which shall
consist of the types of eligible collateral described below,
valued at current market value by independent pricing
sources and discounted as set forth below and; (ii) the
amount of the Facility.
Eligible Collateral:
1. Debt securities issued by the governments of France,
Germany, Japan, The Kingdom of the Netherlands, the
United Kingdom, the United States of America and by
U.S. governmental agencies, and debt securities issued
by domestic corporations and rated investment grade or
better by either Standard & Poor's Corporation ("S&P")
or Moody's Investor Services ("Moody's").
2. Domestic equities (including American Depository
Receipts, Global Depository Receipts, and Global
Depository Securities) with a per share price in excess
of $8 U.S. traded on the New York Stock Exchange, the
American Stock Exchange or listed on the National
Association of Securities Dealers Automated Quotation
system; Foreign equities traded on a major exchange in
OECD member countries, excluding those countries rated
below investment grade by
3
<PAGE>
either S&P or Moody's, with a minimum share price
of $8 U.S. equivalent using spot rate of exchange
except for 1.5 pound sterling in the United
Kingdom, 1,500 yen in Japan, and 120 Deutschmarks
in Germany.
3. Commercial paper rated by S&P or Moody's.
Advance Rates: 90%: U.S. government and U.S. governmental agency
securities; Dutch, French, German, Japanese and U.K.
government securities; Commercial paper rated A1 by S&P or
Prime 1 by Moody's.
75%: Dutch, French, German, Japanese and U.K. equities;
Commercial paper rated A2 by S&P or Prime 2 by Moody's;
Corporate debt securities rated investment grade or better
by S&P or Moody's.
50%: Domestic equities; other foreign equities.
The segregated collateral will be priced and margined daily.
If both S&P and Moody's each rate the same security, the
Moody's rating will be used to establish the advance rate.
Diversification
Requirements: No single issuer can comprise in excess of 10% of the
discounted pledged collateral. U.S. government and U.S.
governmental agencies are exempted from any diversification
requirements.
Covenants: 1. The Special Fund warrants that it is in compliance with
all by-laws and its prospectus, the Investment Company
Act of 1940 and the rules and regulations of the SEC;
2. Without the prior consent of the Bank, the Special Fund
will have no other borrowings with any other Lender,
nor incur any liens, except for those encumbrances
created in connection with portfolio investments to the
extent permitted by the provisions of the Special
Fund's prospectus and statement of additional
information;
3. The Special Fund will not change its investment
objectives or Fundamental
4
<PAGE>
Investment Restrictions without the consent of the
Bank;
4. The Special Fund will not change its investment
advisor;
5. The Special Fund will not change its custodian; and
6. The Special Fund will maintain 300% asset coverage at
all times as defined under the Investment Company Act
of 1940.
Conditions
Precedent to
Closing: Shall include without limitation:
1. No defaults; and
2. Satisfactory completion of due diligence as required by
the Bank; and
3. No material adverse change in the business, assets,
financial condition, or prospects of the Special Fund;
and
4. Negotiation, execution and receipt of documentation in
a form satisfactory to the Bank, including satisfactory
legal opinions; and
Legal Fees: None, if the Bank's standard forms of documentation are
used. To the extent outside counsel is required, the
Special Fund will be responsible for all legal fees,
including reasonable attorney's fees.
Unless extended by the parties hereto, this commitment will expire 364 days
after written acknowledgment by the Bank to you that all legal documents have
been received and properly executed, or sooner, (i) if any misrepresentation has
been made or is made to the Bank in connection with the Facility, (ii) if the
Special Fund is not in compliance with the terms and conditions contained
herein, (iii) there has been a substantive change in governmental regulations
applicable to the Bank or the Special Fund which makes it unlawful or it is
prohibited for the Bank to maintain or give effect to any of its material
obligations contemplated by this Letter Agreement; provided, however, that the
Bank shall use its reasonable efforts (consistent with legal and regulatory
restrictions) to avoid the effect of such governmental regulations (including
the filing of certificates or documents or changing the jurisdiction of its
applicable lending office) if such efforts
5
<PAGE>
would not, in the good faith determination of the Bank, be otherwise
economically disadvantageous to the Bank, or (iv) there is a change in a
majority of Board of Directors of the Special Fund during which time the
committed credit facilities are in effect, in which case all Loans shall become
immediately due and payable if such event or events of default shall be
continuing for a period of 10 days after the Special Fund knows or should have
reasonably known of the occurrence of such event or events.
At the time each loan is made, the Special Fund and the Bank shall agree as
to the principal amount of each Loan and the interest rate applicable to each
Loan prior to maturity, and the term thereof, provided, that no Loan shall have
a maturity date more than 180 days from the date such Loan is made. Interest
with respect to each Loan shall be payable on the maturity date of such Loan.
Except as provided below, the Loans will not be evidenced by promissory
notes but at the time each Loan is made the Bank shall record on the books and
records of the Bank the date of each Loan, the amount and interest rate prior to
maturity applicable to each Loan, and all payments of interest and principal
with respect to each Loan. The books and records of the Bank shall be
conclusive and binding for all purposes in the absence of manifest error.
The Special Fund hereby promises to pay the principal and interest of each
Loan on the day when due to the Bank at its address stated above. The Loan
shall bear interest on the outstanding principal amount thereof, for the period
commencing with the date such Loan is made up to but not including the date such
Loan is repaid in full, at a rate per annum equal to the interest rate
applicable to such Loan. Such interest shall be payable monthly in arrears on
the fifteenth (15th) day of each calendar month for interest accrued during the
immediately preceding calendar month. The Bank shall send to the Special Fund
on the first domestic business day of each calendar month a written invoice of
interest due. The Special Fund hereby authorized the Bank, if and to the extent
a payment owed is not made when due, to charge against the Special Fund's
deposit account held in the name of the Special Fund with the Bank any amount so
due. The Bank shall have no right of setoff with respect to any assets of the
Special Fund with respect to any assets of the Special Fund maintained with the
Bank which are held by the Special Fund in a fiduciary capacity. All payments
received by the Bank with respect to the Loans shall be applied first to
interest and then to principal.
At the time each Loan is made, the Bank shall mail to the Special Fund a
written confirmation substantially in the form of Exhibit A hereto confirming
the amount of such Loan and the interest rate prior to maturity applicable
thereto. At such time as the Bank may require, the Special Fund shall provide
the Bank
6
<PAGE>
with an executed promissory note with respect to any Loan, substantially in the
form of Exhibit B hereto. The Loans may be prepaid in whole or in part at any
time without penalty.
All principal amounts outstanding after maturity, whether through
acceleration or otherwise, shall bear interest at a rate equal to the Prime Rate
of the Bank in effect from time to time. "Prime Rate" shall mean the interest
rate announced by the Bank in Boston from time to time as its Prime Rate. Each
change in such interest rate shall take effect simultaneously with the
corresponding change in such Prime Rate.
The Special Fund agrees to pay on demand all reasonable costs and expenses
(including legal costs and attorneys' fees) incurred or paid by the Bank in
enforcing the Special Fund's obligations hereunder or under any note delivered
pursuant hereto.
The Loans are evidenced by the Bank's standard forms of documentation and
are secured by securities pursuant to a Mutual Fund General Collateral Security
Agreement of even date.
The provisions of this Letter Agreement may be waived or modified only by
the prior written consent of the Bank. This Letter Agreement shall be governed
by the laws of the Commonwealth of Massachusetts.
Although this Letter Agreement sets forth the principal terms of the
Facility offered by the Bank, you should understand that this Letter Agreement
does not purport to include all of the conditions, covenants, representations,
warranties, defaults, definitions, and other terms which will be contained in
additional documentation for the loan, all of which must be satisfactory in form
and substance to the Bank and our counsel and to you and your counsel, prior to
proceeding with the proposed transaction.
Please indicate your acceptance of the terms and conditions contained
herein by signing and dating the enclosed copy of this Letter Agreement and
returning the copy to me. I look forward to participating in this expanded
relationship. Please call me if you have any questions or if I can be of
further assistance.
STATE STREET BANK AND TRUST COMPANY
By: /s/
--------------------------
Title: Loan Officer
-----------------------
7
<PAGE>
Accepted by:
CRABBE HUSON SPECIAL FUND, INC.
By: /s/Richard S. Huson
--------------------------
Title: President
-----------------------
Date:
------------------------
8
<PAGE>
STATEMENT OF DAILY ACTIVITY
DATE Page 1
STATE STREET BANK & TRUST COMPANY
225 Franklin Street
Broker's Clearance Department MCO
Boston, Massachusetts 02110 EXHIBIT A
INVENTORY/OTHER LOANS
ON DEMAND
- --------------------------------------------------------------------------------
Post Date Eff Date Note # Reference Description Amount
Interest Pymt # Days Rate Total Outstanding Interest Charge
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
RATE CHANGE
INTEREST CHARGE 1
TOTALS Current Rate Total Outstanding
Daily Interest MTD Interest
-----------------------------------------
<PAGE>
EXHIBIT B
PROMISSORY NOTE
$_______________ Boston, Massachusetts
______________, 199__
On _________________ ("Maturity"), for value received,
___________________________, (the "Borrower') promises to pay to the order of
STATE STREET BANK AND TRUST COMPANY (the "Payee") at the principal office of the
Payee located at 225 Franklin Street, Boston, Massachusetts 02110 or such other
place as the Payee shall designate
__________________ DOLLARS
together with interest thereon at a rate equal to ___% (computed on the basis of
the actual number of days elapsed over a 360-day year) from the date hereof
through Maturity hereof, whether by acceleration or otherwise, payable at
Maturity. All principal amounts outstanding after Maturity hereof, whether by
acceleration or otherwise, shall bear interest at a rate equal to the Prime Rate
of the Payee in effect from time to time. "Prime Rate" shall mean the rate of
interest announced by the Payee in Boston from time to time as its Prime Rate.
Each change in such interest rate shall take effect simultaneously with the
corresponding change in such Prime Rate.
This note is a note referred to in the letter agreement between the
Borrower and the Payee dated ______________, 199_, and is secured by securities
pursuant to the Mutual Fund General Collateral Security Agreement between the
Borrower and the Payee dated ________________, 199_.
---------------------------------
(Name of Borrower)
By
------------------------------
Name:
Title:
<PAGE>
MUTUAL FUND GENERAL COLLATERAL SECURITY AGREEMENT
This Agreement is made this 8th day of November, 1996 by and between Crabbe
Huson Special Fund, Inc. (hereinafter referred to as the "Borrower"), an Oregon
corporation with a principal address at 121 S.W. Morrison, Portland, Oregon
97204, and State Street Bank and Trust Company, a Massachusetts trust company,
with its principal office at 225 Franklin Street, Boston, Massachusetts 02110
(hereinafter referred to as the "Bank").
For valuable consideration, the receipt whereof is hereby acknowledged, the
undersigned hereby agree as follows:
1. THE INDEBTEDNESS. The security interest granted hereby is to secure
payment and performance of any and all loans, advances, credits and other
financial accommodations heretofore, now or from time to time hereafter made,
given or extended to the Borrower by the Bank, including any extensions or
renewals thereof, as well as the payment or performance of any and all
liabilities or obligations, direct or indirect, absolute or contingent, sole,
joint or several, secured or unsecured, due or to become due, now existing or
hereafter arising of the Borrower to the Bank, whether created directly or
acquired by assignment or otherwise (all of which shall hereinafter be referred
to as the "Indebtedness").
2. THE SECURITY INTEREST. The Borrower hereby pledges and grants to the
Bank a continuing security interest in the following described property
(hereinafter collectively referred to as the "Collateral"):
(a) SECURITIES. All securities, whether in certificated or
uncertificated form, now or hereafter owned by the Borrower or by third parties
who have authorized the Borrower to pledge such
<PAGE>
securities for the Borrower's own indebtedness, and which now are or
hereafter may be in the possession or control of the Bank or its designee,
including a securities intermediary or clearing corporation (as defined in
Massachusetts General Laws Chapter 106, Section 8-102(a)(5), (14), as from
time to time it may be amended; said Chapter 106, as amended from time to
time being hereinafter called the "UCC") , or any securities intermediary,
custodian or subcustodian, depository or clearing system operating outside
the United States, or security entitlements which have been acquired by or
are under the control of the Bank by appropriate entry of the interest of the
Bank or its designee on the books of a securities intermediary or clearing
corporation, domestic or foreign, or transferred by any other method
acceptable to the Bank (E.G., by an account control agreement), and
including without limitation items in transit by mail or carrier to or from
the Bank or in the possession of any third party (including any Federal
Reserve bank) acting in the Bank's behalf for safekeeping, as agent for
collection or transmission, or otherwise and securities, whether or not in
the possession of the Bank, which are described in any other security
agreement, or any addendum hereto, now or hereafter executed by the Borrower
when any new credit or financial accommodation is given by the Bank to the
Borrower (all of which shall hereinafter be referred to as "Securities");
(b) INSTRUMENTS. All instruments (as defined in Section 9-105(1)(i) of
the UCC), whether negotiable or non-negotiable (and regardless of their being
attached to chattel paper), now or hereafter in the possession of the Bank or
its agent or designee, and/or made payable to or endorsed to the Borrower, or in
which the
- 2 -
<PAGE>
Borrower has an interest, including without limitation due bills, dividend
payment claims, checks and other writings of every kind or description
evidencing a right to the payment of money however established or created;
(c) OTHER PROPERTY. All other property of any kind, tangible or
intangible of the Borrower delivered to or coming into the possession or control
of the Bank at any time or from time to time, including without limitation all
documents, letters of credit, advices of credit, warehouse or other receipts,
insurance policies, chattel paper, contracts, investments and money;
(d) BOOKS AND RECORDS; RIGHTS AND REMEDIES. All books and records
relating to any of the Collateral delivered to or coming into the possession or
control of the Bank, and all rights, remedies and privileges pertaining to the
Collateral;
(e) PROCEEDS. All proceeds of every kind or nature, and in whatever form
(including both cash and non-cash) received now or in the future upon the sale
or other disposition of the Collateral, including without limitation insurance
proceeds, and all cash payments or other property received by the Bank as
dividends, interest, or other proceeds or accretions of any kind; and
(f) DELIVERY RIGHTS. All rights that the Borrower may have against the
Bank for delivery to or to the order of the Borrower of securities out of a pool
of securities held to the account of the Bank in a securities depository or
clearing system outside the United States or by a subcustodian of the Bank
outside the United States, such securities being hereinafter referred to as
"Pooled Securities". If at any time there shall be any Indebtedness outstanding
the Bank shall be entitled to decline to deliver any
- 3 -
<PAGE>
Pooled Securities to or to the order of the Borrower unless it is satisfied that
immediately after such delivery the Bank shall be adequately secured (by way of
it holding adequate Collateral or holding sufficient Pooled Securities in
respect of which the Borrower has delivery rights). Accordingly, any obligation
of the Bank to deliver Pooled Securities to or to the order of the Borrower
shall be conditional upon the Bank being satisfied that it will immediately
after such delivery be adequately secured against the Borrower's obligations in
respect of the Indebtedness.
The foregoing description of Collateral shall be treated as "financial
assets" as defined in Section 8-102 (a)(9) of the UCC and shall include
"investment property" as defined in Section 9-115 of the UCC.
In addition to its security interests in the Collateral, and without in any
way limiting the generality of the foregoing, the Bank shall have a lien upon
and the right to set off against the Indebtedness any deposit or other account
which the Borrower may maintain with the Bank.
Notwithstanding the preceding provisions of this Section 2 to the contrary,
the Bank shall have a security interest in and lien upon the Collateral with
respect to those securities, instruments and other property of the Borrower
which are listed on a separate Collateral List (in the form attached as Exhibit
A) signed by the Borrower.
In relation to Securities and other property held by the Bank or its agent
or designee in the United Kingdom the security interest granted hereunder shall
take effect by way of a fixed charge. Securities that are held in the
Netherlands shall be
- 4 -
<PAGE>
pledged in accordance with the Pledge Agreement, attached as Annex A to this
Agreement.
3. BANK'S RIGHTS OVER COLLATERAL. Prior to default hereunder, and
thereafter, subject to any provisions of applicable law and in addition to any
and all other rights which the Borrower may specifically have agreed that the
Bank should have, or which might arise by action of law, the Bank shall at all
times have the following rights and powers with respect to the Collateral:
(a) TRANSFER OF COLLATERAL. The Bank may cause the Collateral pledged
hereunder, or any of it, to be transferred upon the books of the issuer thereof
or upon the books of any third party, including without limitation any clearing
corporation and any Federal Reserve bank maintaining a book-entry account, to
the Bank or its nominee, or to be delivered to it by any third party endorsed in
blank, or to or in its name or the name of its nominee, and this Agreement shall
be full authority for any such issuer or third party to make such transfer or
delivery without liability;
(b) RECEIPT OF DISTRIBUTIONS. The Bank may collect and receive, and at its
option apply to the Indebtedness, any distribution in cash or otherwise payable
with respect to said Collateral and may at any time, demand, sue for, receive
and collect any moneys or money damages which may otherwise be or become payable
under or on account of any of the Collateral;
(c) BANK'S PRESERVATION OF COLLATERAL. The Bank may, at its option,
without notice to the Borrower, (a) discharge any taxes, liens, assessments,
security interests and other encumbrances levied or placed on the Collateral,
(b) pay any expenses and costs as it in its discretion deems necessary or
convenient for the
- 5 -
<PAGE>
maintenance and preservation of the Collateral, and may use the Collateral
therefor, (c) pay for insurance on the Collateral, and (d) after notice to the
Borrower exercise any right, including the right to purchase additional
securities, appertaining to any security comprising part of the Collateral;
provided, however, that the Bank shall have no obligation or duty to perform any
of the foregoing. The amount of any and all payments made pursuant to the
foregoing shall be reimbursed by the Borrower upon demand or, at the option of
the Bank, shall be added to the Indebtedness secured hereby;
(d) POWER OF ATTORNEY. The Borrower hereby constitutes and irrevocably
appoints the Bank as its attorney to execute, in its name and behalf, any and
all endorsements, assignments and other documents which may be necessary for the
Bank to place the Collateral or any of it in the Bank's own name or that of the
Bank's nominee, to transfer the Collateral or any of it to a third party, to
exercise any right appertaining to the Collateral, and/or to preserve, protect
or dispose of the Collateral or any of it;
(a) RESPONSIBILITY OF BANK FOR COLLATERAL. Beyond the exercise of
reasonable care in the custody of Collateral in its possession, which shall not
include any duty to take steps to preserve rights against prior parties or third
parties of any kind, the Bank shall be under no duty or liability to preserve or
protect the Collateral or, with the exception of the duties of the Bank set
forth in the following sentence, any rights pertaining thereto or to collect the
Collateral or any income thereon, and shall have no other duties,
responsibilities or liabilities in respect of the Collateral, and shall be
absolutely relieved of all
- 6 -
<PAGE>
responsibilities for the Collateral upon surrendering it to the Borrower or
Borrower's agents. Neither the Bank nor any of its officers or employees shall
be responsible for notifying the Borrower of any right or option or other event
appertaining to the Collateral or for taking any action in connection with such
right or option or other event; except that it shall promptly after receipt
forward to the Borrower any communication received by the Bank from the issuer
of any security forming part of the Collateral which has been registered in the
name of the Bank and will, with respect to any such security, promptly upon
receipt of written instructions from the Borrower given at least four (4)
business days prior to the expiration date for taking any such action, together
with payment from the Borrower of any necessary moneys in connection therewith,
execute such documents as might be required to exercise any such right or option
and forward such documents and moneys as set forth in said instructions;
(f) NOTIFICATION OF OBLIGORS. The Bank may notify the obligor on any
instrument (hereinabove defined) to make payment to the Bank.
4. BORROWER'S ADDITIONAL AGREEMENTS. The Borrower further agrees as
follows:
(a) VALUE OF COLLATERAL. The Borrower agrees to maintain with the Bank
Collateral of a character and value satisfactory to the Bank and if, at any
time, the Collateral shall depreciate in value (Bank to be sole judge of such
value), or the Bank shall otherwise deem itself to be inadequately secured, the
Borrower will immediately, upon demand, deposit additional Collateral with the
- 7 -
<PAGE>
Bank or make such payments in reduction of the principal amount of the
Indebtedness as shall be satisfactory to the Bank;
(b) INSTRUMENTS OF FURTHER ASSURANCE. Immediately, upon request of the
Bank, the Borrower will execute such documents, instruments, and agreements,
including financing statements, endorsements and assignments, and shall take
such actions as the Bank in its discretion may require in order better to
secure, perfect, confirm or evidence the Indebtedness, the security interest
granted hereby, or any of the Bank's rights and advantages intended hereunder;
(c) PAYMENT OF TAXES, ETC. The Borrower will pay when due, all taxes,
assessments, liens, premiums and other charges, including without limitation any
foreign stamp duties, with respect to or against the Collateral and will fully
insure the same in favor of and to the satisfaction of the Bank against such
perils, in such amounts and with such insurers as may be satisfactory to the
Bank;
(d) STOCK DIVIDENDS AND DISTRIBUTIONS. The Borrower will deliver to the
Bank or otherwise place under its control any and all stock dividends, warrants,
options, rights, substituted shares or other securities distributed on account
of the Collateral or received on account of the exercise by the Borrower of any
option, warrant or right appertaining to any security constituting part of the
Collateral. In case such a distribution is made directly to the Bank, the
Borrower will execute such assignments and other documents as the Bank may
require in order to adequately make such distribution part of the Collateral
hereunder;
- 8 -
<PAGE>
(e) NO DELIVERY OF MARGIN STOCK. The Borrower will not deliver to the
Bank, and the Bank will not require the Borrower to deliver, Collateral which
constitutes "margin stock", as that term is defined in Federal Reserve
Regulation U (12 CFR Section 221) ("Regulation U") if such delivery would cause
any extensions of credit made by the Bank to the Borrower to violate Regulation
U.
(f) FINANCIAL STATEMENTS. The Borrower will furnish to the Bank within 30
days of the end of each quarter its unaudited financial statements for such
quarter and within 90 days after the end of its fiscal year its audited
financial statements for such year, as well as, upon the request of the Bank,
financial statements for any co-maker, surety, guarantor or other party liable
upon the Indebtedness, together with such other financial or other information
pertaining to the Borrower, any co-maker, surety, guarantor, or other party
liable upon the Indebtedness, as the Bank may from time to time reasonably
request.
5. EVENTS OF DEFAULT. Upon the occurrence of any of the following
events, the Borrower shall be deemed to be in default under this Agreement:
(a) Failure of the Borrower to make payment when due of any of the
Indebtedness;
(b) Breach or failure to perform by the Borrower of any covenant or
obligation of the Borrower to the Bank;
(c) If any representation, statement or warranty made or furnished in
any manner to the Bank by the Borrower in connection with this Agreement or
the Indebtedness was false in any material respect when made or furnished;
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<PAGE>
(d) If, by reason of any default by the Borrower, any obligation of the
Borrower to any other person or entity for money borrowed or on account of any
bond, note or debenture is accelerated prior to maturity;
(e) Upon death, dissolution, termination of existence, insolvency,
business failure, appointment of a receiver of any part of the property of the
Borrower, assignment for the benefit of creditors by, the calling of a meeting
of creditors, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against the Borrower or any co-maker, accommodation maker,
surety, or guarantor of the Borrower, or entry of any judgment against them; or
(f) Upon the issuance of or notice of any tax levy, attachment, by trustee
process or otherwise, levy of execution or other process issued against the
Borrower or the Collateral.
6. REMEDIES. Upon the occurrence of any of the events specified.in the
next preceding section hereof, or at any time thereafter, the Bank may, at its
option, declare the Indebtedness to be immediately due and payable and shall
thereafter have in addition to all other rights and remedies hereunder, or under
any other agreement or paper executed by the Borrower, or available to the Bank
by action of law, all of the rights and remedies of a secured party under the
UCC, including without limitation:
(a) the right to take possession of the Collateral and, for such purpose,
the Bank may require Borrower to assemble the Collateral and make it available
to the Bank at a place designated by the Bank which is reasonably convenient to
the Bank and the Borrower,
- 10 -
<PAGE>
(b) the right to sell or otherwise dispose of any or all of the Collateral
in accordance with Section 9-504 of said UCC, and
(c) the right upon notice to the Borrower to terminate its obligations to
deliver to or to the order of the Borrower all Pooled Securities in respect of
which the Borrower has delivery rights against the Bank whereupon the obligation
of the Borrower to deliver Pooled Securities to or to the order of the Borrower
shall cease and there shall be set off against the Indebtedness the value of
the Pooled Securities (established by the Bank by reference to a reputable
independent pricing service selected by it).
Where reasonable notification of the time or place of such sale or other
disposition is required by law, such requirement shall be met if notice is given
in accordance with Section 11 of this Agreement at least five (5) days before
the time of such sale or other disposition to each person entitled to such
notice. The proceeds of the sale or other disposition shall be applied as set
forth in Section 9-504(1)(a) through (c) of the UCC with any remaining surplus
to be paid to the Borrower together with any surplus arising as a result of
application of any rights of set off under Section 2(f) and Section 6(c) of this
Agreement. In addition, the Bank shall be entitled to all costs and expenses,
including its reasonable attorneys' fees and legal expenses, incurred in the
collection of the Indebtedness and the enforcement of its rights hereunder, all
of which shall be deemed to be part of the Indebtedness and secured by the
Collateral.
In relation to any Securities and other property held by the Bank or its
agent or designee in the United Kingdom Sections 93 and 103 of the Law of
Property Act 1925 shall not apply hereto and the
- 11 -
<PAGE>
statutory power of sale and other powers shall be exercisable at any time after
demand. In relation to such securities and property the Bank shall have all the
powers conferred by Section 101 of the Law of Property Act notwithstanding that
the charge contained herein may not be executed as a Deed.
7. ASSIGNMENTS. The Bank may, at any time and from time to time,
transfer or assign the whole or any part of the Indebtedness and may transfer
therewith, or assign to and set apart for the account of the transferee or
assignee thereof, in either event as security therefor, the whole or any part of
the Collateral. If the Bank does so transfer or assign and set apart the whole
or any part of the Collateral, the transferee or assignee thereof, without
notice to the Borrower, shall thereupon become vested with, and may thereafter
exercise, every right and power hereby given to the Bank in respect thereof, and
the Bank shall thereafter be forever relieved and fully discharged from any
liability or responsibility in respect thereof. Such transferee or assignee
shall have no right or power in respect of any part of the Collateral not so
transferred or assigned and set apart, in respect whereof the Bank shall retain
all rights and powers hereby given to it in respect thereof.
8. PARTICIPATION. The Bank may at any time and from time to time admit
participants in the rights of the Bank arising from any Indebtedness and change
such participants or the participations. In any such event, at the option of,
and to the extent and in the manner determined by, the Bank, the provisions of
this Agreement, including those relating to the Collateral, shall also inure to
the benefit of such participants.
- 12 -
<PAGE>
9. BANK AS AGENT. The Bank, when acting as agent for another or others,
shall have, and the Borrower hereby grants to the Bank as agent for such other
or others, respectively, a security interest for the account of such other or
others, respectively, as security for the payment or performance of any and all
liabilities or obligations (direct or indirect, absolute or contingent, sole,
joint or several, secured or unsecured, due or to become due, now existing or
hereafter arising) of the Borrower to such other or others, respectively, in any
and all property (including securities and other instruments) which has been or
at any time shall be delivered to or has or at any time shall otherwise come
into the possession, custody or control of the Bank not for its own account but
as agent for such other or others, respectively, and also in all sums now or at
any time credited by or due to the Borrower from the Bank not for its own
account but as agent for such other or others, respectively, and in every claim
which the Borrower has or at any time shall have against the Bank not for its
own account but as agent for such other or others, respectively, and all of the
provisions of the Agreement relating to the rights and power of the Bank in
respect of the security interest (and the Collateral subject thereto) hereby
granted to the Bank for its account shall inure to the benefit of the Bank as
agent for such other or others, respectively, in respect of any security
interest (and the Collateral subject thereto) hereby granted to the Bank as
agent for such other or others, respectively.
10. WAIVER OF NOTICE, ETC. Except as is otherwise expressly provided
herein or by law, the Borrower waives all demands and notices in connection with
this Agreement, the Collateral, and the
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<PAGE>
enforcement of the Bank's rights hereunder and also waives presentment, demand,
notice, protest and all other demands and notices in connection with any
Indebtedness or the enforcement of the Bank's rights with respect thereto and
hereby consents that the time of payment of any of the Indebtedness may be
extended from time to time and that no such extension or other indulgence
granted to any other party primarily or secondarily liable on any of the
Indebtedness, no discharge or release of any such party and no substitution,
release or surrender of Collateral, shall discharge or otherwise affect the
liability of the Borrower on or in respect of any Indebtedness. No delay or
omission on the part of the Bank in exercising any right hereunder shall operate
as a waiver of such right or of any other right hereunder, and a waiver of any
such right on any one occasion shall not be construed as a bar to or waiver of
any such right on any future occasion.
11. NOTICE. Any demand upon or notice to the Borrower permitted or
required hereunder shall be sufficient if, and effective when, deposited in the
mails, postage prepaid, addressed to the Borrower at the address of the Borrower
appearing at the beginning of this Agreement or at such other address as the
Borrower may designate in writing received by the Bank as the address to which
such demands, notices or other communications addressed to the Borrower shall be
mailed or forwarded. Any notice to the Bank shall be mailed certified or
registered mail, return receipt requested, to the Bank at the address as the
Bank may designate, and shall be effective when received by the Bank.
12. NO RESTRICTIONS ON TRANSFER; AUTHORITY. The Borrower hereby warrants
and represents to the Bank with respect to any and
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<PAGE>
all stocks, bonds and other securities held by the Bank as collateral, that
there are no restrictions on the transfer thereof other than as may appear on
the face of the certificates, if in certificated form, and that the Borrower has
the right and authority to transfer such securities free of any encumbrance and
without the consent or further authorization of any other person.
13. TERMINATION. This Agreement may be terminated by the Borrower giving
written notice of such termination to the Bank, provided, however, that unless
and until all Indebtedness (including those contingent or not yet due) existing
as of the time of receipt of such notice by the Bank have been paid in full,
such termination shall in no way affect the security interest or other rights
and powers hereby granted to the Bank, and until such payment in full, the
security interest of the Bank in any and all Collateral (whether delivered to or
coming into the possession, custody, or control of the Bank prior or subsequent
to the time of such termination), and all rights and powers hereby granted to
the Bank, shall be and remain in full force and effect.
14. ATTORNEYS' FEES. The Borrower will pay on demand all costs and
expenses (including legal costs and reasonable attorneys' fees) incurred or paid
by the Bank in collecting any obligations upon any default in respect thereof,
and all costs and expenses so incurred shall be secured by the Collateral.
15. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
the Bank, its successors and assigns, and shall be binding upon the Borrower and
the successors and assigns of the Borrower.
- 15 -
<PAGE>
16. JOINT AND SEVERAL. If this Agreement is signed by two or more
persons, it shall constitute the joint and several obligation of each of such
persons, and in such event the term "Borrower" shall mean any one or more of
such persons or each of such persons wherever the context permits. In the event
any Collateral is held in joint names, the Bank may deal with such Collateral
for all purposes as if it belonged to any one, and no more than one, of
such joint owners.
17. DEFINITIONS. Except where otherwise defined herein, or where the
context otherwise requires, any terms contained herein and defined in the UCC
shall for purposes of this Agreement be deemed to have the meanings accorded
under the UCC.
18. SEVERABILITY. If any provision of this Agreement, or any portion of
such provision or the application thereof to any person or circumstance shall to
any extent be held invalid or unenforceable, the remainder of this Agreement (or
the remainder of such provision) and the application thereof to other persons or
circumstances shall remain in effect and shall not be affected thereby.
19. CHOICE OF ENFORCEMENT. The Bank shall in all instances and at all
times determine, in its discretion, its choice of rights and remedies and the
order in which, and when, if at all, they shall be exercised and against whom,
and against which Collateral, or any other security held by the Bank, it shall
proceed against, if at all, and in which order. All rights and remedies
available to the Bank hereunder, at law, or otherwise shall be cumulative and
may be exercised singularly or concurrently.
- 16 -
<PAGE>
20. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants
that (a) it is duly incorporated or organized and is validly existing in good
standing in its jurisdiction of incorporation or organization; (b) the
execution, delivery and performance by the Borrower of this Agreement have been
duly authorized by all necessary corporate action and do not and will not
violate any provision of law or of the Borrower's charter or by-laws or result
in the breach of or constitute a default under or require any consent under any
other agreement or instrument to which the Borrower is a party or by which the
Borrower may be bound or affected, and the Indebtedness does not and will not
violate any of the provisions of Regulations G, T, U or X; (c) all
authorizations, consents, approvals, licenses, filings and registrations by or
with any governmental or regulatory authority or agency, whether within or
outside the United States, if any, which are required for or in connection with
the performance by the Borrower of this Agreement have been duly obtained or
made and are or will be in full force and effect at all times during the term of
this Agreement; (d) this Agreement is a legally valid and binding obligation of
the Borrower, enforceable against the Borrower in accordance with its terms
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws or equitable principles relating to or
limiting the rights of creditors generally; (e) there are no material action,
suits or proceedings pending or threatened against or affecting the Borrower or
its properties before any federal, state, local or foreign court or governmental
department, commission, board, bureau, agency or instrumentality; (f) the
security interest
- 17 -
<PAGE>
granted to the Bank pursuant hereto will constitute a perfected security
interest under the. UCC and will be entitled to all of the rights, benefits and
priorities provided by the UCC; (g) so far as appears from the records of the
Borrower, neither the Bank nor any Affiliate of the Bank individually or in the
aggregate owns, controls or holds with the power to vote, 5% or more of the
outstanding shares of the Borrower, and neither the Borrower nor any Affiliate
of the Borrower, directly or indirectly, individually or in the aggregate, owns
controls or holds with power to vote, 5% or more of the outstanding voting
securities of the Bank or any Affiliate of the Bank known to the Borrower (the
term "Affiliate" as used herein has the meaning ascribed to the term Affiliated
Person in the Investment Company Act of 1940, as amended, and the rules and
regulations thereunder) ; (h) neither the Borrower, or any Affiliate of the
Borrower, directly or indirectly, individually or in the aggregate, controls or,
to the best knowledge of the Borrower after due inquiry, is controlled by or
under common control with the Bank or any Affiliate of the Bank known to the
Borrower. Furthermore, no officer, director, trustee or employee of the
Borrower or any Affiliate of the Borrower is an Affiliated Person of the Bank
known to the Borrower, and the Borrower is not a member of any ERISA group and
has no liability in respect of any benefit arrangement, plan or multi-employer
plan subject to ERISA, and no Indebtedness will constitute a prohibited
transaction within the meaning of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or the Internal Revenue Code of 1986, as amended,
for which an exemption is not available.
- 18 -
<PAGE>
21. SEALED INSTRUMENT: APPLICABLE LAW. This Agreement shall take effect as
a sealed instrument and shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
22. SUBMISSION TO JURISDICTION. The Borrower agrees that any suit for the
enforcement of this Agreement may be brought in the courts of the Commonwealth
of Massachusetts or any federal court sitting therein and consents to the
nonexclusive jurisdiction of such court and the service of process in any such
suit being made upon the Borrower by mail at the address specified above. The
Borrower hereby waives any objection that it may now or hereafter have to the
venue of any such suit or any such court or that such suit is brought in an
inconvenient court.
23. WAIVER OF JURY TRIAL. EACH OF THE BORROWER AND THE BANK HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
24. BANK AS CUSTODIAN. Nothing in this Agreement shall be construed as a
limitation of the security interest granted to the Bank as Custodian under the
Custodian Agreement between the Bank and the Borrower as in force from time to
time.
25. SUBSTITUTION. The Borrower shall with the consent of the Bank have the
right, from time to time, to substitute cash or securities, satisfactory to the
Bank, for Securities or other property pledged or charged to the Bank as
Collateral pursuant to the terms of this Agreement. In addition, if at any time
any property pledged or charged hereunder is situated in Germany, the Borrower
shall have the right upon notice to the Bank to require
- 19 -
<PAGE>
the Bank to deliver any securities or other property pledged or charged to the
Bank as Collateral pursuant to this Agreement free from the pledge or charge
created hereunder provided that immediately after such delivery the value of the
property pledged or charged to the Bank hereunder exceeds [120%] of the amount
of the Indebtedness then outstanding, value for this purpose being established
by the Bank by reference to a reputable independent pricing service selected by
it.
26. REPRODUCTION OF DOCUMENTS. This Agreement and all documents relating
thereto, including, without limitation, confirmations and other information
previously or hereafter furnished or may be reproduced by any photographic,
photostatic, microfilm, optical disk, micro-card, miniature photographic or
other similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals, all
as of the date and year first above written.
CRABBE HUSON SPECIAL FUND, INC.
By:
-----------------------------
Name: RICHARD S. HUSON,
--------------------------
Title: PRESIDENT
-------------------------
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<PAGE>
STATE STREET BANK AND TRUST COMPANY
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
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<PAGE>
EXHIBIT A
COLLATERAL LIST
DATE:
-------------------------
TO: STATE STREET BANK AND TRUST COMPANY
ATTN:
-------------------------
FROM:
-------------------------
SUBJECT:
----------------------
BORROWING OF:
-----------------
PLEASE SEGREGATE THE FOLLOWING SECURITIES AS COLLATERAL PURSUANT TO THE MUTUAL
FUND GENERAL COLLATERAL SECURITY AGREEMENT FOR THE SUBJECT BORROWING:
CUSIP# PAR VALUE MARKET VALUE DESCRIPTION
- ------ --------- ------------ -----------
<PAGE>
TAKE DOWN CERTIFICATE
DATE:
---------------------------------------------
TO: STATE STREET BANK AND TRUST COMPANY
ATTN:
---------------------------------------------
FROM: (the "Fund")
---------------------------------------------
Borrower
SUBJECT:
In connection with the Letter Agreement currently in effect with State
Street Bank and Trust Company, please increase or reduce the outstanding balance
as indicated below. The Loan should be recorded on the books of the Fund as a
liability of the Fund to the Bank and interest payable to the Bank should be
recorded at the agreed upon rate.
Increase/ Cumulative
(Decrease) Balance
Date the Loan by Outstanding Net Asset Value
- ----- ----------- ----------- ---------------
$ $ $
- ----------- --------- --------- -----------
The Fund represents and warrants that any borrowing is for
( ) temporary or emergency purposes
( ) leveraging
and is otherwise within the limitations set forth in the prospectus
and all documentation supporting the borrowing.
This Take Down Certificate constitutes a representation and warranty
that the representations and warranties contained in the Mutual Fund General
Collateral Security Agreement currently in effect are true on and as of the
date of the Loan.
-------------------------
Authorized Signature
<PAGE>
EXHIBIT 99.11
INDEPENDENT AUDITORS' CONSENT
The Board of Trustees
Crabbe Huson Funds:
We consent to the inclusion in Crabbe Huson Funds' Post-Effective Amendment
No. 4 to the Registration Statement No. 33-64363 filed on Form N-1A under the
Securities Act of 1933 and Amendment No. 4 to the Registration Statement No.
811-7427 filed on Form N-1A under the Investment Company Act of 1940 of our
report dated December 10, 1996, on the financial statements and financial
highlights of the Crabbe Huson Funds (constituting the Crabbe Huson Small Cap
Fund, Crabbe Huson Equity Fund, Crabbe Huson Real Estate Investment Fund,
Crabbe Huson Asset Allocation Fund, Crabbe Huson Income Fund, Crabbe Huson
U.S. Government Income Fund, Crabbe Huson U.S. Government Money Market Fund,
and Crabbe Huson Oregon Tax-Free Fund) for the periods indicated therein, which
report has been included in the Statement of Additional Information of the
Crabbe Huson Funds.
We also consent to the reference to our firm under the heading "Financial
Highlights" in the Prospectuses and under the heading "Auditors" in the
Statement of Additional Information.
KPMG PEAT MARWICK LLP
February 27, 1997 /S/KPMG Peat Marwick LLP
<PAGE>
Exhibit 99.19
Power of Attorney
SIGNATURES AND CERTIFICATION
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Portland, Oregon on June 14, 1996.
CRABBE HUSON FUNDS
By: /s/ Richard S. Huson
-------------------
Richard S. Huson, President
We, the undersigned Trustees and Officers of CRABBE HUSON FUNDS, do
hereby constitute and appoint Richard S. Huson our true and lawful attorney and
agent, to do any and all acts and things in our name and behalf in our
capacities as Trustees and Officers, and to execute any and all instruments for
us and in our name in the capacities indicated below, which said attorney and
agent may deem necessary or advisable to enable said Fund to comply with the
Securities Act of 1933, as amended, the Investment Company Act of 1940 and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement, including specifically, but not
without limitation, the power and authority to sign for us or any of us in our
names in the capacities indicated below, any and all amendments (including
post-effective amendments) hereto; and we do hereby ratify and confirm that
said attorney and agent shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on June 14, 1996, by the
following persons in the capacities indicated:
(1) Principal Executive Officers:
/s/ Richard S. Huson President
----------------------------------
Richard S. Huson
(2) Principal Accounting and
Financial Officer
/s/ Cheryl A. Burgermeister Treasurer
----------------------------------
Cheryl A. Burgermeister
Page 1 - SIGNATURES AND CERTIFICATION
<PAGE>
(3) Trustees:
/s/ Gary L. Capps Trustee
----------------------------------
Gary L. Capps
/s/ James E. Crabbe Trustee
----------------------------------
James E. Crabbe
/s/ Richard S. Huson Trustee
----------------------------------
Richard S. Huson
/s/ William Wendell Wyatt Trustee
----------------------------------
William Wendell Wyatt
/s/ Craig P. Stuvland Trustee
----------------------------------
Craig P. Stuvland
/s/ Louis Scherzer Trustee
----------------------------------
Louis Scherzer
/s/ Bob L. Smith Trustee
----------------------------------
Bob L. Smith
/s/ Richard P. Wollenberg Trustee
----------------------------------
Richard P. Wollenberg
Page 2 - SIGNATURES AND CERTIFICATION
