<PAGE>
As filed with the Securities and Exchange Commission on January 9, 1998
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. 20 [X]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
Post-Effective Amendment No. 27 [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)
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on (date) pursuant to paragraph (b)
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75 days after filing pursuant to paragraph (a)(2)
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X on March 1, 1998 pursuant to paragraph (a) of Rule 485
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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:
David C. Baca
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.
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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
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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
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Form N-1A Item Number and Caption Location
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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;
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Form N-1A Item Number and Caption Location
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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
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Form N-1A Item Number and Caption Location
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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
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Form N-1A Item Number and Caption Location
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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
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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
January 8, 1998.
<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 January 8, 1997.
<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 filed for Crabbe Huson Funds on
January 8, 1998, and are incorporated herein by this reference (the
Prospectus):
Page
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Condensed Financial Information as of 10/31/97 (Financial Highlights)
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 January 8, 1998, and are incorporated
herein by this reference:
Audited Financial Statements as of 10/31/97
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets for periods
ended 10/31/96 and 10/31/97
Notes to Financial Statements
Independent Auditors' Report
(b) Exhibits: Sequentially Numbered
Page
1 Registrant's Certificate of ----
Incorporation (incorporated)(1)
2 Restated Bylaws
(included as an Exhibit
to this Amendment)
3 Voting Trust Agreement (not applicable)
4 Specimen Stock Certificate (not applicable)
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(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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5 Investment Advisory Contract (incorporated)(3)
6(a) Distribution Agreement (incorporated)(1)
6(b) Form of Selected Dealer Agreement(4)
8 Form of Custodian Agreement(5)
9(a) Form of Transfer Agency and Service Agreement(5)
9(b) Form of Administration Agreement(5)
9(c) Unsecured Line of Credit(6)
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(5)
16 Computation Schedule(8)
17 Rule 483 Financial Data Schedule(9)
18 Exhibit 99.18(10)
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(3) Revised forms of this exhibit filed with Post-Effective Amendment No.
6 to the Registration Statement.
(4) Included as an Exhibit to Post-Effective Amendment No. 17 to the
Registration Statement.
(5) Revised forms of this exhibit filed with Post-Effective No. 16 to the
Registration Statement.
(6) Included in the Registration Statement filed on February 28, 1997
for Crabbe Huson Funds (File Nos. 33-64363 and 811-7427)
(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) Included in Exhibit 17 to the Post-Effective Amendment No. 5 to the
Registration statement for the Crabbe Huson Funds (File Nos. 33-64363
and 811-7427)
(10) Included as an exhibit to Post Effective Amendment No. 18 to the
Registration Statement.
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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 31, 1997, the outstanding shares of the Fund were held by 18,530
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."
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<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
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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.
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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.
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<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 _________________.
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 _________________ by the
following persons in the capacities indicated:
(1) Principal Executive Officers:
/s/ Richard S. Huson President
------------------------------------
Richard S. Huson
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<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.
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<PAGE>
<PAGE>
SECOND RESTATED BYLAWS
OF
THE CRABBE HUSON SPECIAL FUND, INC.
(AN OREGON CORPORATION)
ARTICLE I
NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL
SECTION 1. NAME. The name of the corporation is The Crabbe Huson Special Fund,
Inc. (the "Corporation").
SECTION 2. PRINCIPAL OFFICES. The principal office of the Corporation in the
state of Oregon shall be located in Portland, Oregon. The Corporation may, in
addition, establish and maintain such other offices and places of business as
the board of Directors may, from time to time, determine.
SECTION 3. SEAL. The corporate seal of the Corporation shall be circular in
form and shall bear the name of the Corporation, and the word "Oregon." The
form of the seal shall be subject to alteration by the Board of Directors, and
the seal may be used by causing it or a facsimile to be impressed or affixed or
printed or otherwise reproduced. Any officer or director of the Corporation
shall have authority to affix the corporate seal of the Corporation to any
document requiring the same.
ARTICLE II
SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All meetings of the shareholders shall be held
at such place within the United States, whether within or outside the state of
Oregon, as the Board of Directors shall determine, which shall be stated in the
notice of the meeting, or in a duly executed waiver of notice thereof.
SECTION 2. ANNUAL MEETING. For so long as the Corporation is a registered
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), the Corporation shall not be required to hold an annual meeting of
its shareholders in any year in which an election of directors is not required
by the 1940 Act. The annual meeting of the shareholders of the Corporation, if
any, shall be held on a date within the 31-day period ending three months after
the end of the Corporation's fiscal year, to be fixed from time to time by the
Board of Directors. Any business of the Corporation may be transacted at the
annual meeting without being specially designated in the notice except as
otherwise provided by statute or by the Corporation's Articles of Incorporation
or these Bylaws.
<PAGE>
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose or purposes, unless otherwise prescribed by statute or by the
Corporation's Articles of Incorporation, may be called at any time by resolution
of the Board of Directors or by the President. Special meetings of the
shareholders shall be called by the Secretary upon the written request of
shareholders entitled to vote not less than 10 percent of all the votes entitled
to be cast at such meeting, provided that such request shall state the purposes
of such meeting and the matters proposed to be acted on.
SECTION 4. NOTICE OF MEETINGS. The Secretary shall cause notice of the place,
date and hour and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, to be served, either personally or by mail, not
less than 10 nor more than 60 days before the date of the meeting, to each
shareholder entitled to vote at such meeting. If mailed, (1) such notice shall
be directed to a shareholder at the shareholder's address as it shall appear on
the books of the Corporation (unless the shareholder shall have filed with the
transfer agent of the Corporation a written request that notices intended for
such shareholder be mailed to some other address, in which case it shall be
mailed to the address designated in such request), and (2) such notice shall be
deemed to have been given as of the date when it is deposited in the United
States mail with first-class postage thereon prepared. The non-receipt of any
such notice by any of the shareholders shall not invalidate any action otherwise
properly taken by or at any such meeting.
Notice of any shareholder meeting need not be given to any shareholder
who shall sign a written waiver of such notice, whether before or after the time
of such meeting, which waiver shall be filed with the record of such meeting, or
to any shareholder who is present at such meeting in person or by proxy, unless
such shareholder at the beginning of the meeting objects to holding the meeting
or transacting business at the meeting. Notice of adjournment of a shareholder
meeting to another date, time or place need not be given if such date, time and
place are announced at the meeting; provided, however, that if a new record date
is or must be fixed for the adjourned meeting, notice of the adjourned meeting
must be given to persons who are shareholders as of the new record date.
SECTION 5. QUORUM. The presence at any shareholder meeting, in person or by
proxy, of shareholders entitled to cast a majority of the votes shall be
necessary and sufficient to constitute a quorum for the transaction of business,
except as otherwise provided by statute, by the Corporation's Articles of
Incorporation or by these Bylaws. In the absence of a quorum, the holders of a
majority of shares entitled to vote at the meeting and present in person or by
proxy or, if no shareholder entitled to vote is present in person or by proxy,
any officer present entitled to preside or act as Secretary of such meeting may
adjourn the meeting without specifying a future meeting date or, from time to
time without further notice (except as required under Section 4 above), to a
date not more than 120 days after the original record date. Any business that
might have been transacted at the meeting originally called may be transacted at
any such adjourned meeting at which a quorum is present.
SECTION 6. VOTING. At each shareholder meeting, each shareholder entitled to
vote shall be entitled to one vote for each share of stock of the Corporation
validly issued and outstanding and standing in such shareholder's name on the
books of the Corporation on the record date fixed in accordance with Section 5
of Article VI of these Bylaws. Except as otherwise specifically provided in the
Corporation's Articles of Incorporation or these Bylaws or as required by the
provisions of 1940 Act, all matters shall be decided by a vote of the majority
of the votes validly cast. The vote upon
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any question shall be by ballot whenever requested by any person entitled to
vote, but unless such a request is made, voting may be conducted in any way
approved by the shareholders at the meeting.
SECTION 7. SHAREHOLDERS ENTITLED TO VOTE. If the Board of Directors sets a
record date for the determination of shareholders entitled to notice of or to
vote at any shareholder meeting in accordance with Section 5 of Article VI
hereof, each shareholder of the Corporation shall be entitled to vote, in person
or by proxy, each share of stock standing in such shareholder's name on the
books of the Corporation on such record date. If no record date has been fixed,
the record date for the determination of shareholders entitled to notice of or
to vote at a meeting of shareholders shall be the later of the close of business
on the day on which notice of the meeting is mailed or the 30th day before the
meeting or, if notice is waived by all shareholders, at the close of business on
the tenth day next preceding the day on which the meeting is held.
SECTION 8. PROXIES. The right to vote by proxy shall exist only if the
instrument authorizing such proxy to act shall have been signed by the
shareholder or by the shareholder's duly authorized attorney. Unless a proxy
provides otherwise, it shall not be valid more than 11 months after its date.
Proxies shall be delivered prior to the meeting to the Secretary of the
Corporation or to the person acting as Secretary of the meeting before being
voted. A proxy with respect to stock held in the name of two or more persons
shall be valid if executed by one of them unless, at or prior to exercise of
such proxy, the Corporation receives a specific written notice to the contrary
from any one of them.
SECTION 9. ACTION WITHOUT MEETING. Any action to be taken by shareholders may
be taken without a meeting if (1) all shareholders entitled to vote on the
matter consent to the action in writing, (2) all shareholders entitled to notice
of the meeting but not entitled to vote at it sign a written waiver of any right
to dissent, and (3) said consents and waivers are filed with the records of the
meetings of shareholders. Such consent shall be treated for all purposes as a
vote at the meeting.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. POWERS. Except as otherwise provided by law, by the Corporation's
Articles of Incorporation or by these Bylaws, the business and affairs of the
Corporation shall be managed under the direction of, and all the powers of the
Corporation shall be exercised by or under authority of, its Board of Directors.
SECTION 2. NUMBER AND TERM. The Board of Directors shall consist of not fewer
than three nor more than ten directors, as specified from time to time by a
resolution of a majority of the entire Board of Directors, provided that at
least 40 percent of the entire Board of Directors shall be persons who are not
interested persons of the Corporation, as defined in the 1940 Act. Each
director (whenever selected) shall hold office until such director's successor
is elected and qualified or until his or her earlier death, resignation or
removal.
SECTION 3. ELECTION. At the first annual meeting of shareholders and at each
annual meeting thereafter, directors shall be elected by vote of the holders of
a majority of the shares present in person or by proxy and entitled to vote
thereon.
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SECTION 4. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. If any vacancies shall
occur in the Board of Directors by reason of death, resignation, removal or
otherwise, of if the authorized number of directors shall be increased, the
directors then in office shall continue to act, and such vacancies (if not
previously filled by the shareholders) may be filled by a majority of the
directors then in office, although less than a quorum, except that a newly
created directorship may be filled only by a majority vote of the entire Board
of Directors; provided, however, that immediately after filling such vacancy, at
least two-thirds of the directors then holding office shall have been elected to
such office by the shareholders of the Corporation. If at any time, other than
the time preceding the first annual shareholder meeting, less than a majority of
the directors of the Corporation holding office at that time were elected by the
shareholders, a meeting of the shareholders shall be held promptly and in any
event within 60 days for the purpose of electing directors to fill any existing
vacancies in the Board of Directors, unless the Securities and Exchange
Commission ("SEC") or any court of competent jurisdiction shall by order extend
such period.
SECTION 5. REMOVAL. At any meeting of shareholders duly called and at which a
quorum is present, the shareholders may, by the affirmative votes of the holders
of a majority of the votes entitled to be cast thereon, remove any director or
directors from office, with or without cause, and may elect a successor or
successors to fill any resulting vacancies for the unexpired terms of the
removed directors.
SECTION 6. REGULAR MEETINGS. The Board of Directors, from time to time, may
provide by resolution for the holding of regular meetings and fix their time and
place within or outside the state of Oregon. Notice of such regular meetings
need not be in writing, provided that written notice of any change was made in
the manner provided in Section 7 of this Article III for notice of special
meetings. Except as provided by the 1940 Act, members of the Board of Directors
or any committee designated thereby may participate in a meeting of such Board
or committee by a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time and participation by such means shall constitute presence in
person at a meeting.
SECTION 7. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
held at any time or place and for any purpose when called by the President, the
Chairman of the Board or by a majority of the directors. Notice of special
meetings, stating the time and place, shall be (1) mailed to each director at
such director's residence or regular place of business at least five days before
the day on which a special meeting is to be held, or (2) delivered to the
director personally or transmitted to him or her by telegraph, cable or wireless
at least one day before the meeting, or (3) given orally, either in person or by
telephone, at least one day before the meeting.
SECTION 8. WAIVER OF NOTICE. No notice of any meeting need be given to any
director who waives notice of such meeting in writing (whichever waiver shall be
filed with the records of such meeting), whether before or after the time of the
meeting, or who is present at the meeting, unless such director, at the
beginning of the meeting or promptly upon his or her arrival, objects to the
holding of the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.
SECTION 9. QUORUM AND VOTING. At all meetings of the Board of Directors, the
presence of one-third of the entire number of directors then prescribed, as set
forth in Section 2 of this Article III, or
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if no number is prescribed, one-third of the entire number of directors then in
office (but in no event less than two directors) shall be necessary to
constitute a quorum and shall be sufficient for the transaction of business. In
the absence of a quorum, a majority of the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. The action of a majority of the
directors present at a meeting at which a quorum is present shall be the action
of the Board of Directors, unless the concurrence of a greater proportion is
required for such action by law, by the Corporation's Articles of Incorporation
or by these Bylaws.
SECTION 10. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at any meeting of the Board or Directors or of any committee thereof may
be taken without a meeting if a written consent to such action is signed by all
members of the Board or of such committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.
SECTION 11. COMPENSATION OF DIRECTORS. The Board of Directors may, by
resolution, determine what compensation and reimbursement of expenses of
attendance at meetings, if any, shall be paid to directors in connection with
their service on the Board. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity or from
receiving compensation for such service.
ARTICLE IV
COMMITTEES
SECTION 1. ORGANIZATION. By resolution adopted by the Board of Directors, the
Board may designate one or more committees, including an Executive Committee.
The Chairmen of such committees shall be elected by the Board of Directors.
Each member of a committee shall be a director and shall hold his or her
position on the committee at the pleasure of the Board. The Board of Directors
shall have the power at any time to change the members of such committees and to
fill vacancies in the committees. The Board may delegate to these committees
any of its powers, except the power to declare a dividend, authorize the
issuance or reacquisition of stock, recommend to shareholders any action
requiring shareholder approval, amend these Bylaws or the Articles of
Incorporation, fill vacancies on the Board of Directors, or approve any merger
or share exchange which does not require shareholder approval.
SECTION 2. EXECUTIVE COMMITTEE. There may be an Executive Committee of two or
more directors appointed by the Board, which may meet at stated times or on
notice to all by any of its members. The Executive Committee shall consult with
and advise the officers of the Corporation in the management of its business and
exercise such powers of the Board of Directors as may be lawfully delegated by
the Board of Directors. The Executive Committee shall keep regular minutes of
its proceedings and report its actions to the Board when requested or required.
SECTION 3. OTHER COMMITTEES. The Board of Directors may appoint other
committees, which shall have such powers and perform such duties as may be
delegated from time to time by the Board.
SECTION 4. PROCEEDINGS AND QUORUM. In the absence of an appropriate resolution
of the Board of Directors, each committee may adopt such rules and regulations
not inconsistent with law, the
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Corporation's Articles of Incorporation or these Bylaws to govern its
proceedings, quorum and manner of acting as it shall deem proper and desirable.
In the event any member of any committee is absent from any meeting, the members
thereof present at the meeting, whether or not they constitute a quorum, may
appoint a member of the Board of Directors to act in the place of such absent
member.
ARTICLE V
OFFICERS
SECTION 1. GENERAL. The officers of the Corporation shall be a President, a
Secretary and a Treasurer, and may include one or more Vice Presidents,
Assistant Secretaries or Assistant Treasurers, and such other officers as may be
appointed in accordance with the provisions of Section 9 of this Article V. The
Board of Directors may elect, but shall not be required to elect, a Chairman of
the Board.
SECTION 2. ELECTION, TENURE AND QUALIFICATIONS. The officers of the
Corporation, except those appointed as provided in Section 9 of this Article V,
shall be elected by the Board of Directors annually, at the first regular
meeting of the Board following the annual meeting of the shareholders, or, if no
annual meeting of the shareholders has been held, at the first regular meeting
of the Board following the end of the month in which the annual meeting of
shareholders would have been held. If any officers are not chosen at such
meeting, such officers may be chosen at any subsequent regular or special
meeting of the Board. Except as otherwise provided in this Article V, each
officer chosen by the Board of Directors shall hold office until the next annual
meeting of the Board of Directors and until his or her successor shall have been
elected and qualified. Any person may hold one or more offices of the
Corporation except the offices of President and Vice President. The Chairman of
the Board shall be elected from among the directors of the Corporation and may
hold such office only so long as he or she continues to be a director. No other
officer need be a director.
SECTION 3. REMOVAL AND RESIGNATION. Whenever in the Board's judgment the best
interest of the Corporation will be served thereby, any officer may be removed
from office by the vote of a majority of the members of the Board of Directors
given at a regular meeting or any special meeting called for such purpose. Any
officer may resign his or her office at any time by delivering a written
resignation to the Board of Directors, the President, the Secretary or any
Assistant Secretary. Unless otherwise specified therein, such resignation shall
take effect upon delivery.
SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there be such
an officer, shall preside at all shareholder meetings and at all meetings of the
Board of directors and shall be ex officio a member of all committees of the
Board of Directors. The Chairman shall have such powers and perform such other
duties as may be assigned to him or her from time to time by the Board of
Directors.
SECTION 5. PRESIDENT. The President shall be the chief executive officer of
the Corporation and, in the absence of the Chairman of the Board or if no
Chairman of the Board has been chosen, the President shall preside at all
shareholder meetings and at all meetings of the Board of Directors and shall in
general exercise the powers and perform the duties of the Chairman of the Board.
Subject to the supervision of the Board of Directors, the President shall have
general charge of the business, affairs and property of the Corporation and
general supervision over its officers, employees and
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agents. Except as the Board of Directors may otherwise order, the President may
sign in the name and on behalf of the Corporation all deeds, bonds, contracts or
agreements, and the President shall exercise such other powers and perform such
other duties as from time to time may be assigned to him or her by the Board of
Directors.
SECTION 6. VICE PRESIDENT. The Board of Directors may from time to time elect
one or more Vice Presidents who shall have such powers and perform such duties
as from time to time may be assigned to them by the Board of Directors or the
President. At the request or in the absence or disability of the President, the
Vice President (or, if there are two or more Vice Presidents, then the senior of
the Vice Presidents present and able to act) may perform all the duties of the
President and, when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.
SECTION 7. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall be the
principal financial and accounting officer of the Corporation and shall have
general charge of the finances and books of account of the Corporation. Except
as otherwise provided by the Board of Directors, the Treasurer shall have
general supervision of the funds and property of the Corporation and of the
performance by the custodian of its duties with respect thereto. The Treasurer
shall render to the Board of Directors, whenever directed by the Board, an
account of the financial condition of the Corporation and of all his or her
transactions as Treasurer; and as soon as possible after the close of each
financial year, the Treasurer shall make and submit to the Board of Directors a
like report for such financial year. The Treasurer shall perform all acts
incidental to the office of Treasurer, subject to the control of the Board of
Directors.
Any Assistant Treasurer may perform such duties of the Treasurer as
the Treasurer or the Board of Directors may assign and, in the absence of the
Treasurer, the Assistant Treasurer may perform all the duties of the Treasurer.
SECTION 8. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall attend to
the giving and serving of all notices of the Corporation and shall record all
proceedings of the meetings of the shareholders and directors in books to be
kept for that purpose. The Secretary shall keep in safe custody the seal of the
Corporation, and shall have charge of the records of the Corporation, including
the stock books and such other books and papers as the Board of Directors may
direct and such books, reports, certificates and other documents required by law
to be kept, all of which shall, at all reasonable times, be open to inspection
by any director. The Secretary shall perform such other duties as pertain to
his or her office or as may be required by the Board of Directors.
Any Assistant Secretary may perform such duties of the Secretary as
the Secretary or the Board of Directors may assign and, in the absence of the
Secretary, may perform all the duties of the Secretary.
SECTION 9. SUBORDINATE OFFICERS. The Board of Directors, from time to time,
may appoint such other officers or agents as it may deem advisable, each of whom
shall have such title, hold office for such period, have such authority and
perform such duties as the Board of Directors may determine. The Board of
Directors, from time to time, may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties.
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SECTION 10. COMPENSATION. The salaries or other compensation of the officers
of the Corporation shall be fixed, from time to time, by resolution of the Board
of Directors, except that the Board of Directors may by resolution delegate to
any person or group of persons the power to fix the salaries or other
compensation of any subordinate officers or agents appointed in accordance with
the provisions of Section 9 of this Article V.
SECTION 11. SURETY BONDS. The Board of Directors may require any officer or
agent of the Corporation to execute a bond (including, without limitation, any
bond required by the 1940 Act and the rules and regulations of the SEC) to the
Corporation in such sum and with such surety or sureties as the Board of
Directors may determine, conditioned upon the faithful performance of the
officer's or agent's duties to the Corporation, including responsibility for
negligence and for the accounting of any of the Corporation's property, funds or
securities that may come into his or her hands.
ARTICLE VI
CAPITAL STOCK
SECTION 1. CERTIFICATES OF STOCK. The interest of each shareholder of the
Corporation shall be evidenced by an entry in the stock transfer records of the
Corporation. Unless the Board of Directors specifies otherwise, certificates
representing shares of stock of the Corporation will not be issued. Any
certificates issued for shares of stock shall be in such form as the Board of
Directors may, from time to time, prescribe. No certificate shall be valid
unless it is signed by the President or a Vice President and by the Secretary or
an Assistant Secretary or the Treasurer or an Assistant of the Corporation and
sealed with its seal, or bears the facsimile signatures of such officers and a
facsimile of such seal.
SECTION 2. TRANSFER OF SHARES. Shares of the Corporation shall be transferable
on the books of the Corporation by the holder thereof in person or by his or her
duly authorized attorney or legal representative upon surrender and cancellation
of a certificate or certificates for the same number of shares of the same
class, duly endorsed or accompanied by proper instruments of assignment and
transfer, if certificates were issued, or upon written request in proper form by
the shareholder to the Corporation or its transfer agent, with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require. The shares of stock of the Corporation may be freely transferred, and
the Board of Directors may, from time to time, adopt rules and regulations with
reference to the method of transfer of the shares of stock of the Corporation.
SECTION 3. STOCK LEDGERS. The stock ledgers of the Corporation, containing the
names and addresses of the shareholders and the number of shares held by them
respectively, shall be kept at the principal offices of the Corporation or at
the offices of the transfer agent of the Corporation.
SECTION 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may, from
time to time, appoint or remove transfer agents and/or registrars of transfers
of shares of stock of the Corporation, and it may appoint the same person as
both transfer agent and registrar. Upon any such appointment being made, all
certificates representing shares of capital stock thereafter issued, if any,
shall be countersigned by one of such transfer agents or by one of such
registrars of transfers or by both and
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shall not be valid unless so countersigned. If the same person shall be both
transfer agent and registrar, only one counter-signature by such person shall be
required.
SECTION 5. FIXING OF RECORD DATE. The Board of Directors may fix in advance a
date as a record date for the determination of the shareholders entitled to
notice of or to vote at any shareholder meeting or any adjournment thereof, or
to express consent to corporate action in writing without a meeting, or to
receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, provided that
(1) such record date shall be within 60 days prior to the date on which the
particular action requiring such determination will be taken, and (2) in the
case of a meeting of shareholders, the record date shall be at least ten days
before the day of the meeting.
SECTION 6. LOST, STOLEN, OR DESTROYED CERTIFICATES. Before issuing a new
certificate for stock of the Corporation alleged to have been lost, stolen or
destroyed, the Board of directors or any officer authorized by the Board may, in
its discretion, require the owner of the lost, stolen or destroyed certificate
(or the owner's legal representative) to give the Corporation a bond or other
indemnity, in such form and in such amount as the Board or any such officer may
direct and with such surety or sureties as may be satisfactory to the Board or
any such officer, sufficient to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.
ARTICLE VII
FISCAL YEAR AND ACCOUNTANT
SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall be determined
by resolution of the Board of Directors.
SECTION 2. ACCOUNTANT. The Corporation shall employ an independent public
accountant or a firm of independent public accountants as its Accountant to
examine the accounts of the Corporation and to sign and certify financial
statements filed by the Corporation. The Accountant's certificates and reports
shall be addressed both to the Board of Directors and to the shareholders. The
employment of the Accountant shall be conditioned upon the right of the
Corporation to terminate the employment forthwith, without any penalty, by vote
of a majority of the outstanding voting securities, as defined in the 1940 Act,
at any shareholder meeting called for that purpose.
A majority of the members of the Board of Directors who are not
interested persons, as such term is defined in the 1940 Act, of the Corporation
shall select the Accountant at any meeting held within 30 days before or after
the beginning of the fiscal year of the Corporation or before the annual
shareholder meeting in that year (or, if the Corporation does not hold an annual
shareholder meeting in that year, within 30 days before or 90 days after the
beginning of that fiscal year). Such selection shall be submitted for
ratification or rejection at the next succeeding annual shareholder meeting. If
the Corporation's shareholders shall reject such selection, the Accountant shall
be selected by majority vote of the Corporation's outstanding voting securities,
as defined in the 1940 Act, either at the meeting at which the rejection
occurred or at a subsequent meeting of shareholders called for that purpose.
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Any vacancy occurring between annual meetings, due to the resignation
of the Accountant, may be filled by the vote of a majority of the members of the
Board of Directors who are not interested persons of the Corporation, as such
term is defined in the 1940 Act.
ARTICLE VIII
CUSTODY OF SECURITIES
SECTION 1. EMPLOYMENT OF CUSTODIAN. All assets of the Corporation shall be
held by one or more custodian banks or trust companies meeting the requirements
of the 1940 Act, and having capital, surplus and undivided profits of at least
$1,000,000 and the assets of the Corporation may be registered in the name of
the Corporation, or any such custodian, or a nominee of either of them. The
terms of any custodian agreement shall be determined by the Board of Directors,
which terms shall be in accordance with the provisions of the 1940 Act.
Subject to such rules, regulations and orders as the SEC may adopt,
the Corporation may direct a custodian to deposit all or any part of the
securities owned by the Corporation in a system for the central handling of
securities established by a national securities exchange or a national
securities association registered with the SEC, or otherwise in accordance with
the 1940 Act, pursuant to which system all securities of any particular class of
any issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to withdrawal only
upon the order of the Corporation or a custodian.
ARTICLE IX
INVESTMENT AND OTHER RESTRICTIONS
Investment restrictions (1) through (17) described below have been
adopted by the Corporation as fundamental investment policies. These
fundamental investment policies may not be changed without approval by a
majority vote of the Corporation's outstanding securities, as defined in the
1940 Act.
The Corporation may not:
(1) Invest an amount which exceeds 5 percent of the value of the
Corporation's total assets in the securities of any one issuer. This
restriction does not apply to holdings of governmental securities.
(2) Invest more than 25 percent of its assets in any one industry.
(3) Issue any senior securities.
(4) Purchase the securities of any issuer for the purpose of
exercising control of management, and it may not acquire or own more than
10 percent of any class of the securities of any company.
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(5) Sell securities short unless the following guidelines are
followed:
a. When the Special fund makes a short sale, it must leave the
proceeds from the short sale with the broker and it must also deposit
with the broker a certain amount of cash or liquid securities to
collateralize its obligation to replace the borrowed securities which
have been sold
b. The Special fund must put in a segregated account (not with
the broker) an amount of cash or liquid 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 liquid securities
deposited as collateral with the broker in connection with the short
sale (not including the proceeds from the short sale).
c. Until the Fund replaces the borrowed security, it will 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.
d. As a result of the above 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 liquid securities
while also being subject to the possibility of gain or loss from the
securities sold short.
e. The amount of the Special fund 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 percent with
respect to short sales other than "against the box."
f. The special fund may also make short sales "against the
box." While a short sale is made by selling a security the Special
Fund does not own, a short sale is "against the box" to the extent
that the Special Fund contemporaneously owns or has the right to
obtain securities identical to those sold short at no added cost.
(6) Invest in any security that would subject the Corporation to
unlimited liability (including, but not limited to, nonpublicly traded debt
securities).
(7) Underwrite the securities of other issuers or 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 Corporation's then current Prospectus and Statement of
Additional Information.
(9) Purchase securities on margin, except that the sale of securities
short, pursuant to section (5) of this Article, is permitted.
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(10) Write uncovered put or call options.
(11) Purchase portfolio securities from or sell portfolio
securities directly to any of the officers, directors or employees of the
Corporation or the Corporation's investment adviser as principal for their
own account.
(12) Purchase or sell commodities or commodity contracts.
(13) Purchase or sell real estate or real estate mortgages, provided
that the Corporation 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.
(14) Purchase or sell interests in oil, gas or other mineral
exploration or development programs.
(15) Lend its portfolio securities, except as set forth in the
Corporation's then current Prospectus and Statement of Additional
Information.
(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 paper,
certificates of deposit, bankers' acceptances and repurchase agreements
shall not be deemed to be the making of a loan.
(17) Borrow money, except as set forth in the Corporation's then
current Prospectus and Statement of Additional Information. In no case
will borrowings exceed one-third of the value of the Corporation's total
assets immediately after any such borrowing. If, for any reason, the
current value of the Corporation's total assets falls below an amount equal
to three times the amount of its indebtedness for money borrowed, the
Corporation will, within three days (not including Sundays and holidays),
reduce its indebtedness to the extent necessary to satisfy the one-third
test.
ARTICLE X
AMENDMENTS
SECTION 1. BY SHAREHOLDERS. These Bylaws may be adopted, amended or repealed
by vote of the holders of a majority of the votes validly cast at any annual or
special meeting of the shareholders at which a quorum is present or represented,
provided that notice of the proposed amendment shall have been contained in the
notice of the meeting.
SECTION 2. BY DIRECTORS. The directors may adopt, amend or repeal any Bylaw by
majority vote of all of the directors in office at any regular meeting, or at
any special meeting if notice of the proposed Bylaw, amendment or repeal shall
have been included in the notice of such meeting.
Adopted: November 18, 1997
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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. 20 to the Registration Statement No. 33-11740
filed on Form N-1A under the Securities Act of 1933 and Amendment No. 27 to
the Registration Statement No. 811-5302 filed on Form N-1A under the
Investment Company Act of 1940 of our report dated December 3, 1997, 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
January 6, 1998
