<PAGE>
As filed with the Securities and Exchange Commission on October 1, 1996
File No. 33-11740
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. 18 [X]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
Post-Effective Amendment No. 25 [X]
(Check appropriate box or boxes.)
THE CRABBE HUSON SPECIAL FUND, INC.
(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)
____ immediately upon filing pursuant to paragraph (b)
_X__ on October 1, 1996 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>
THE CRABBE HUSON SPECIAL FUND, INC.
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>
PROSPECTUS
(THE CRABBE HUSON SPECIAL FUND, INC.)
Registrant's Prospectus is incorporated by reference to the
primary class prospectus that forms part of the registration
statement on Form N-1A of Crabbe Huson Funds, filed on
October 1, 1996.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
(THE CRABBE HUSON SPECIAL FUND, INC.)
Registrant's Statement of Additional Information is
incorporated by reference to the Statement of Additional
Information that forms part of the registration statement on
Form N-1A of Crabbe Huson Funds, filed on October 1, 1996.
<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):
Page
----
Condensed Financial Information as of 10/31/95
Unaudited Condensed Financial Information for the six-month period
ending 4/30/96
The following financial statements of the Registrant are included in Part B
of the Registration Statement (the Statement of Additional Information)
filed for Crabbe Huson Funds on September 30, 1996, and are incorporated
herein by this reference:
Unaudited Financial Statements as of 4/30/96
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets for periods ended
10/31/95 and 4/30/96
Notes to the Financial Statements
Audited Financial Statements as of 10/31/95
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets for periods
ended 10/31/94 and 10/31/95
Notes to Financial Statements
Independent Auditors' Report
(b) Exhibits: Sequentially Numbered
Page
1 Registrant's Certificate of ----
Incorporation (incorporated)(1)
2 Bylaws (incorporated)(1)
Amendment to Registrant's Bylaws (incorporated)(2)
3 Voting Trust Agreement (not applicable)
4 Specimen Stock Certificate (not applicable)
- ---------------
(1) Included as an exhibit to Post-Effective Amendment No. 13 to the
Registration Statement.
(2) Included as an exhibit to Post-Effective Amendment No. 15 to the
Registration Statement.
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<PAGE>
5 Investment Advisory Contract (incorporated)(3)
6(a) Distribution Agreement (incorporated)(1)
6(b) Form of Selected Dealer Agreement(10)
8 Form of Custodian Agreement(4)
9(a) Form of Transfer Agent and Service Agreement(4)
9(b) Accounting Services Agreement (incorporated)(5, 6)
9(c) Form of Investment Accounting Agreement(4)
9(d) Form of Administration Agreement(4)
10 Opinion and Consent of Tonkon, Torp, Galen, Marmaduke & Booth, Counsel to
Registrant (incorporated)(7)
11 Consent of Accountants
12 Omitted Financial Statements (not applicable)
13 Written assurance from Registrant's initial shareholder that its purchase
was made for investment purposes without any present intention of redeeming
or reselling (incorporated)(7)
14 Retirement Plans (incorporated)(1)
15 Form of Distribution Plan(4)
16 Computation Schedule(8)
17 Rule 483 Financial Data Schedule(9)
- ---------------
(3) Revised forms of this exhibit filed with Post-Effective Amendment No.
6 to the Registration Statement.
(4) Revised forms of this exhibit filed with Post-Effective No. 16 to the
Registration Statement.
(5) These exhibits, or amendments to these exhibits, included as exhibits
to Post-Effective Amendment No. 12 to the Registration Statement.
(6) Revised forms of these exhibits filed with Post-Effective Amendment
No. 7 to the Registration Statement.
(7) Included as an exhibit to Pre-Effective Amendment No. 1 to the
registration statement.
(8) Information re calculation of performance data as required by
item 22 is contained in the Fund's Statement of Additional
Information.
(9) Financial statements for the fiscal year ending 10/31/95 are
included in the Registration Statement filed on July 16, 1996
for Crabbe Huson Funds (File No. 33-64363 and 811-7427). Financial
Data Schedule for six month period ending 4/30/96 is included in the
Post Effective Registration filed on September 30, 1996 for
Crabbe Huson Funds (File No. 33-64363 and 811-7427).
(10) Included as an Exhibit to Post-Effective Amendment No. 17 to the
Registration Statement.
-2-
<PAGE>
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.
Item 26. NUMBER OF HOLDERS OF SECURITIES
On August 30, 1996, the outstanding shares of the Fund were held by 31,164
record holders.
Item 27. INDEMNIFICATION
The Articles of Incorporation of the Registrant contain the following
provisions:
"(a) Indemnification of Officers, Directors, Employees and Agents
The Corporation shall indemnify to the fullest extent provided in the Act, any
director or officer who was or is a party or is threatened to be made a party to
any proceeding by reason of or arising from the fact that he or she is or was a
director or officer of the Corporation. The determination and authorization of
indemnification shall be made as provided in the Act; provided,
however, that this Article 11 does not protect any director or officer of the
Corporation against any liability to the Corporation or its shareholders to
which he or she 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 or her office.
"The Corporation shall pay for or reimburse the reasonable expenses incurred by
a director or officer who is a party to a proceeding in advance of final
disposition of the proceeding as provided in the Act.
"The indemnification referred to in this Article shall be deemed to be in
addition to and not in lieu of any other rights to which those indemnified may
be entitled under a statute, rule of law or equity, agreement, vote of the
shareholder or board of directors or otherwise. The Corporation, its officers,
directors, employees or agents shall be fully protected in taking any action or
making any payment under this Article, or in refusing to do so upon the advice
of counsel. In any case in which the Corporation shall be obligated by these
Articles of Incorporation or otherwise to indemnify any person by reason of such
person having, at the Corporation's request, served as director, officer,
trustee or agent of any other enterprise or trust, in which a similar obligation
shall fall upon the other enterprise or trust by reason of such conduct or
omission, in such event, the obligation of the other enterprise or trust shall
be primary and the Corporation's obligation shall be deemed excess."
-3-
<PAGE>
"(b) INSURANCE OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS The Corporation may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in or arising out of his or her position. However, in no event will the
Corporation purchase insurance to indemnify any such person for any Act for
which the Corporation itself is not permitted to indemnify such person."
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
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, Crabbe Huson Group, Inc., are listed on the
Form ADV of 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 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 Asset Allocation Fund, Inc.,
The Oregon Municipal Bond Fund, Inc., The Crabbe Huson Equity Fund,
Inc., The Crabbe Huson Real Estate Investment Fund, Inc., The Crabbe
Huson U.S. Government Money Market Fund, Inc., The
-4-
<PAGE>
Crabbe Huson Income Fund, Inc., The Crabbe Huson U.S. Government
Income Fund, Inc., Oregon corporations registered under the Securities
Act of 1933 and the Investment Company Act of 1940, and Crabbe Huson
Funds, a Delaware business trust 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:
(1) (2) (3)
Positions and
Name and Principal Position and Office with Office with
Business Address Crabbe Huson Securities, Inc. Registrant
- ------------------ ----------------------------- -------------
Craig R. Stuvland President and Director Secretary and
121 SW Morrison Director
Suite 1410
Portland, OR 97204
Cheryl Burgermeister Vice President, Treasurer Treasurer
121 SW Morrison and Director
Suite 1410
Portland, OR 97204
Thomas Biesiadecki Secretary None
121 SW Morrison
Suite 1410
Portland, OR 97204
Craig Kolzow Vice President Asst. Treasurer
121 SW Morrison
Suite 1410
Portland, OR 97204
(c) Not applicable.
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, and at the offices of the Custodian,
Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City,
Missouri 64105, at the offices of 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.
-5-
<PAGE>
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.
-6-
<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 September 30, 1996.
The amendment filed hereunder is filed solely for one or more of
the purposes specified in paragraph (b)(1) of Rule 485 of the Securities Act
of 1933 and no material event requiring disclosure in the prospectus other
than ones listed in paragraph (b)(1) of Rule 485 has occurred since the
effective date of registrants most recent registration statement.
THE CRABBE HUSON SPECIAL FUND, INC.
By: /s/ Richard S. Huson
--------------------------------
Richard S. Huson, President
We, the undersigned Directors and Officers of THE CRABBE HUSON SPECIAL
FUND, INC., 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 Directors 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 amendment) 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 September 30, 1996 by the
following persons in the capacities indicated:
(1) Principal Executive Officers:
/s/ Richard S. Huson President
------------------------------------
Richard S. Huson
-7-
<PAGE>
(2) Principal Accounting and
Financial Officer
* Treasurer
-----------------------------------
Cheryl A. Burgermeister
(3) Directors:
* Director
-----------------------------------
Richard P. Wollenberg
* Director
-----------------------------------
Bob L. Smith
* Director
-----------------------------------
Gary L. Capps
* Director
-----------------------------------
Louis Scherzer
* Director
-----------------------------------
William Wendell Wyatt
/s/ Richard S. Huson Director
-----------------------------------
Richard S. Huson
* Director
-----------------------------------
James E. Crabbe
* Director
-----------------------------------
Craig P. Stuvland
* By /s/ Richard S. Huson
-----------------------------------
Richard S. Huson
Attorney in Fact for the directors
and officers identified above by an
asterisk.
-8-
<PAGE>
EXHIBIT 99.18
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.
THE CRABBE HUSON SPECIAL FUND, INC.
By: /s/ Richard S. Huson
--------------------------------
Richard S. Huson, President
We, the undersigned Directors and Officers of THE CRABBE HUSON SPECIAL
FUND, INC., 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 Directors 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 amendment) 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
<PAGE>
(2) Principal Accounting and
Financial Officer
/s/ Cheryl A. Burgermeister Treasurer
-----------------------------------
Cheryl A. Burgermeister
(3) Directors:
/s/ Richard P. Wollenberg Director
-----------------------------------
Richard P. Wollenberg
/s/ Bob L. Smith Director
-----------------------------------
Bob L. Smith
/s/ Gary L. Capps Director
-----------------------------------
Gary L. Capps
/s/ Louis Scherzer Director
-----------------------------------
Louis Scherzer
/s/ William Wendell Wyatt Director
-----------------------------------
William Wendell Wyatt
/s/ Richard S. Huson Director
-----------------------------------
Richard S. Huson
/s/ James E. Crabbe Director
-----------------------------------
James E. Crabbe
/s/ Craig P. Stuvland Director
-----------------------------------
Craig P. Stuvland
<PAGE>
Exhibit No. 99.11
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The Crabbe Huson Special Fund, Inc.:
We consent to the inclusion in The Crabbe Huson Special Fund, Inc.'s
Post-Effective Amendment No. 18 to the Registration Statement No. 33-11740
filed on Form N-1A under the Securities Act of 1933 and Amendment No. 25 to
the Registration Statement No. 811-5302 filed on Form N-1A under the
Investment Company Act of 1940 of our report dated December 8, 1995, on the
financial statements and financial highlights of The Crabbe Huson Special
Fund, Inc. for the periods indicated therein, which report has been included
in the Statement of Additional Information of The Crabbe Huson Special Fund,
Inc.
We also consent to the reference to our firm under the heading "Financial
Highlights" in the Prospectus and under the heading "Auditors" in the
Statement of Additional Information.
KPMG PEAT MARWICK LLP
/s/ KPMG Peat Marwick LLP
Portland, Oregon
September 30, 1996
