<PAGE>
As filed with the Securities and Exchange Commission on July 16, 1996
File No. 33-11740
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. _____ [ ]
Post-Effective Amendment No. 17 [ ]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
Post-Effective Amendment No. 24 [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)
____ on (date) pursuant to paragraph (b)
_X__ 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
August _____, 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 August _____,
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
Per Share Income and Capital Changes ----
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 August __, 1996, and are incorporated
herein by this reference:
Statement of Assets and Liabilities at 10/31/95
Statement of Operations for period ended 10/31/95
Statement of Changes in Net Assets for periods ended
10/31/94 and 10/31/95
Schedule of Selected Per Share Data and Ratios
at 10/31/95
Investments in Securities at 10/31/95
Notes to the Financial Statements for period
ended 10/31/95
Report of Independent Certified Public Accountants
(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.
-1-
<PAGE>
5 Investment Advisory Contract (incorporated)(3)
6(a) Distribution Agreement (incorporated)(1)
6(b) Form of Selected Dealer Agreement (attached)
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 (not applicable)
17 Rule 483 Financial Data Schedule (attached)
- ---------------
(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.
-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 December 20, 1995, the outstanding shares of the Fund were held by 57,442
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 June _____, 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 _____, 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
/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
-8-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1994
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 789902314
<INVESTMENTS-AT-VALUE> 767165836
<RECEIVABLES> 9294539
<ASSETS-OTHER> 303266081
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1079726456
<PAYABLE-FOR-SECURITIES> 40952158
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 160214464
<TOTAL-LIABILITIES> 201166622
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 874200205
<SHARES-COMMON-STOCK> 63670184
<SHARES-COMMON-PRIOR> 22709660
<ACCUMULATED-NII-CURRENT> 11747830
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 31817469
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (39205670)
<NET-ASSETS> 878559834
<DIVIDEND-INCOME> 4558333
<INTEREST-INCOME> 18261908
<OTHER-INCOME> 0
<EXPENSES-NET> 9537333
<NET-INVESTMENT-INCOME> 13282908
<REALIZED-GAINS-CURRENT> 31170355
<APPREC-INCREASE-CURRENT> (51415104)
<NET-CHANGE-FROM-OPS> (6961841)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1107597)
<DISTRIBUTIONS-OF-GAINS> (11710943)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 65374197
<NUMBER-OF-SHARES-REDEEMED> (24491886)
<SHARES-REINVESTED> 78213
<NET-CHANGE-IN-ASSETS> 558748981
<ACCUMULATED-NII-PRIOR> 298637
<ACCUMULATED-GAINS-PRIOR> 11710942
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5398048
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 9538030
<AVERAGE-NET-ASSETS> 682389630
<PER-SHARE-NAV-BEGIN> 14.08
<PER-SHARE-NII> 0.27
<PER-SHARE-GAIN-APPREC> (0.29)
<PER-SHARE-DIVIDEND> (0.02)
<PER-SHARE-DISTRIBUTIONS> (0.24)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.80
<EXPENSE-RATIO> 1.40
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
Exhibit No. 99.6(b)
SELECTED DEALER AGREEMENT
FOR
CRABBE HUSON FUNDS
- --------------------------------------------------------------------------------
Date Name of Firm
- --------------------------------------------------------------------------------
Address of Principal Office City State Zip Code
- --------------------------------------------------------------------------------
Name of Contact Telephone Number
We have entered into a distribution agreement with the mutual funds listed on
Exhibit A (the "Funds") under which we are acting as the exclusive distributor
to the Funds for the purpose of distributing their shares (the "Shares") to
investors, either directly or indirectly through other broker-dealers, banks and
other qualified institutions. We invite you to become a member of the Selling
Group and to participate in the distribution of the Shares of the Funds on the
following terms and conditions:
1. Orders for Shares received from you will be accepted by us on behalf of the
Funds only at the public offering price applicable to each other, as established
by the then effective Prospectus of the Funds. The procedure relating to the
handling of orders shall be subject to instructions which we shall forward, from
time to time, to all members of the Selling Group. Initial purchase orders
shall not be accepted from any investor by you in amounts of less than $2,000,
and subsequent purchase orders shall not be accepted in amounts of less than
$500. These minimums may be increased with respect to sales of other classes of
shares. We will notify you by letter of the availability, and terms of sale and
your compensation, for sale of any other classes of Shares. All orders are
subject to acceptance by us, and we reserve the right, in our sole discretion,
to reject any order.
2. Payments due to members of the Selling Group will be accrued quarterly and
paid out the next succeeding month, or when such payments aggregate at least
$25, whichever is later.
3. As a member of the Selling Group, you agree to purchase Shares only from
the Funds or from your customers. You agree that all purchases of Shares from
the Funds shall be made only to cover
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orders received by you from your customers or for your own bona fide investment.
If you purchase Shares from your customers, you agree to pay such customers not
less than the redemption price in effect on the date of such purchase, as
defined in the then current Prospectus of the Funds.
4. You represent and warrant to us: (a) that you are a member of the National
Association of Securities Dealers, Inc. ("NASD"), that such membership has not
been suspended, and that you agree to maintain membership in the NASD, or (b)
that you are a foreign dealer not eligible for membership in the NASD, and are
fully licensed and legally empowered to act as a securities broker/dealer under
the laws of each jurisdiction in which you conduct such business, or (c) that
you are a bank licensed and regulated under the laws of the United States or of
the state in which you do business, and are legally authorized to sell the
Shares, or (d) that you are a Securities and Exchange Commission registered
Investment Advisor pursuant to the Investment Advisors Act of 1940. You agree
to abide by the provisions of the Investment Company Act of 1940, as amended
(the "1940 Act"), the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and all the rules and regulations of the
Securities and Exchange Commission and the NASD which are binding upon
underwriters and dealers in the distribution of the securities of open-end
investment companies, including without limitation, the NASD Rules of Fair
Practice. You further agree to comply with all other state and Federal laws and
the rules and regulations of authorized regulatory agencies applicable to the
sale of Shares. You agree that you will not sell or offer for sale Shares in
any state or other jurisdiction where they have not been qualified for sale or
if we have not advised you in advance that such sale is exempt from such
qualification requirements. You are responsible under this Agreement for
inquiring of us as to the jurisdictions in which Shares are not qualified for
sale.
5. You agree that you will not withhold placing customers' orders so as to
profit yourself as a result of such withholding.
6. Only unconditional orders for Shares will be accepted.
7. Payments for purchase of Shares made by you by telephone or wire order
(including purchase orders received through our manual or automated phone
system, or via the Fund/SERV program of National Securities Clearing
Corporation), and all necessary account information required by us to establish
an account or to settle a resale order, including, without limitation, the tax
identification number of the purchaser, certified either by the purchaser or by
you, shall be provided to us and received by us within three business days after
our acceptance of your order or such shorter time as may be required by law. If
such payment or other settlement information are not timely received by us, you
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understand that we reserve the right, without notice, to cancel the purchase or
resale order, or, at our option in the case of a purchase order, to sell the
Shares ordered by you back to the Fund, and in either case you shall promptly
reimburse us for any loss to us or the Fund, including without limitation loss
of our profit, suffered by us resulting from your failure to make the aforesaid
timely payment or settlement. If sales of any Fund's Shares are contingent upon
the Fund's receipt of Federal Funds in payment therefor, you will forward
promptly to us any purchase orders and/or payments received by you for such
Shares from our customers. With respect to purchase orders of uncertificated
book Shares placed via Fund/SERV, you shall retain in your files all
applications and other documents required by us to establish an account or to
settle a resale order. You will provide us with the original of such documents
at our request.
8. You will offer and sell Shares of any Fund only in accordance with the
terms and conditions of its then-current Prospectus and Statement of Additional
Information (collectively referred to as the "Prospectus") and you will make no
representations about such Shares not included in said Prospectus or in any
authorized supplemental material supplied or authorized by us. You will not use
any other offering materials for the Funds with out our written consent. You
will use your best efforts in the development and promotion of sales of Shares
and agree to be responsible for the proper instruction and training of all sales
personnel employed by you, in order that the Shares will be offered and sold in
accordance with the terms and conditions of this Agreement and all applicable
laws, rules and regulations. You agree to hold harmless and indemnify us, the
Funds, and our respective officers, directors, trustees and employees in the
event that you, or any of your current or former employees, should violate any
law, rule or regulation, or any provisions of this Agreement, which violation
may result in any loss or liability to us, our affiliates or any Fund. If we
determine to refund any amounts paid by an investor by reason of any such
violation on our part, you shall promptly return to us on demand any commissions
previously paid or discounts allowed by you to us with respect to the
transaction for which the refund is made. Furthermore, you agree to indemnify
us, our affiliates and the Funds against any and all claims, demands,
controversies, actions, losses, damages, liabilities, expenses, arbitrations,
complaints or investigations, including without limitation, reasonable
attorneys' fees and court costs that are the result of or arise directly or
indirectly, in whole or in part, from us, our affiliates or the Funds acting
upon instructions for the purchase, exchange or resale of uncertificated book
Shares received through your manual or automated phone system or the Fund/SERV
program of National Securities Clearing Corporation; provided such loss,
liability or damages are not the result of the gross negligence, recklessness or
intentional misconduct of us, our affiliates or the Funds. All expenses which
you incur in
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connection with your activities under this Agreement shall be borne by you.
Termination or cancellation of this Agreement shall not relieve us from the
requirements of this paragraph as to transactions or occurrences arising prior
to such termination.
9. We reserve the right, at our discretion, without notice to you, to suspend
sales or withdraw the offering of Shares of the Funds entirely, to change the
offering price as provided in the Prospectus, or to cancel this Agreement.
Except as specified in the previous sentence, any amendment to this Agreement
will be effective only if in writing and signed by both parties hereto.
10. Additional copies of any Prospectus and any printed information issued as
supplemental to any Prospectus will be supplied by us to members of the Selling
Group in reasonable quantities upon request.
11. In no transaction shall you have any authority whatever to act as agent of
the Funds or of us or of any member of the Selling Group.
12. This Agreement may be terminated upon written notice by either party at any
time, and shall automatically terminate upon (a) its attempted assignment by
you, by operation of law or otherwise, or (b) by us otherwise than by operation
of law, or (c) your expulsion from the NASD, or (d) your loss of qualification
to sell Shares of the Fund.
13. This Agreement shall become effective upon receipt by us of a signed copy.
All amendments to this Agreement shall take effect on the date set forth in the
Notice of Amendment sent to you by us. All communications to us should be sent
to the aforementioned address. Any notice to you shall be duly given if mailed
or telegraphed to you at your address specified above. This Agreement shall be
construed in accordance with the laws of Oregon.
14. We agree to pay to you, in compensation for your efforts in marketing and
distributing Shares of the Funds, distribution expenses in accordance with the
Distribution Plan that has been adopted by the Funds, a copy of which is
attached hereto as Exhibit 1. You agree that Crabbe Huson Securities, Inc. will
not be liable for payment of distribution expenses, until Crabbe Huson
Securities, Inc. is in receipt of such payments from the Funds. As long as this
Distribution Plan is in effect and distribution expenses are being paid to us by
the Funds, we will pay to you quarterly distribution expenses up to the
following amounts, based on the following rates applied to the quarterly
weighted average of the total amount invested in Shares of the participating
Funds as to which you are, at the end of the quarter, a broker of record of an
aggregate of $1,000,000 or more of Shares in the Funds:
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1/4 of .25% of the asset value of the Asset Allocation,
Equity, Special, Small Cap and Real Estate Investment Funds;
1/4 of .15% of the asset value of the Income, U.S.
Government Income, and Oregon Municipal Bond Funds; and
1/4 of .10% of the asset value of the Money Market Fund.
All such distribution expense payments are subject to termination or alteration
in accordance with the terms of the Distribution Plan, the terms of its approval
by the Funds, and any requirement now existing or hereafter adopted by the
United States Securities Exchange Commission. If we offer for sale other
classes of Shares, we will notify you by letter of the compensation, if any,
that will be payable to you with respect to sales of such Shares.
By: Date:
------------------------------ --------------------------
Title:
---------------------------
The undersigned accepts your invitation to become a member of the Selling Group
and agrees to abide by the terms and conditions of the foregoing Agreement. The
undersigned acknowledges receipt of the Prospectus of the Funds for use in
connection with this offering.
- --------------------------------------------------------------------------------
Firm Name (Please print or type)
By:
-----------------------------------------------------------------------------
Authorized Signature Print or Typed Name
Title:________________________
Date:_________________________
The above Agreement should be executed in triplicate and signed copies should be
returned to Crabbe Huson Securities, Inc.
Please direct all orders for the Purchase, Redemption, all other transactions
and Funds' correspondence to:
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Transfer Agent:
The Crabbe Huson Family of Mutual Funds
P.O. Box 8413
Boston, Massachusetts 02110-8413
The Crabbe Huson Family of Mutual Funds
Two Heritage Drive
Quincy, Massachusetts 02171
(800) 541-9732
The Crabbe Huson Family of Mutual Funds
Administrative Office
121 SW Morrison, Suite 1400
Portland, Oregon 97204
(503) 295-0111
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Exhibit No. 99.23
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. 17 to the Registration Statement No. 33-11740
filed on Form N-1A under the Securities Act of 1933 and Amendment No. 24 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
Portland, Oregon
July 10, 1996
