-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VSwxfxB89uXi1lIENgyEw92k2Kse0Gs1ko2rBEtzmBzKRIHTHo8w6yeQnLk0JAPY SRL/ZvGJPmXird6V3OaQ9A== 0000912057-96-014718.txt : 19960717 0000912057-96-014718.hdr.sgml : 19960717 ACCESSION NUMBER: 0000912057-96-014718 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960716 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRABBE HUSON SPECIAL FUND INC CENTRAL INDEX KEY: 0000810281 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 930942646 STATE OF INCORPORATION: OR FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-11740 FILM NUMBER: 96595237 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05302 FILM NUMBER: 96595238 BUSINESS ADDRESS: STREET 1: 121 SW MORRISON STREET 2: STE 1400 CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 5032950111 MAIL ADDRESS: STREET 2: 121 SW MORRISON STE 1400 CITY: PORTLAND STATE: OR ZIP: 97204 FORMER COMPANY: FORMER CONFORMED NAME: CRABBE HUSON GROWTH FUND INC /OR/ DATE OF NAME CHANGE: 19930630 FORMER COMPANY: FORMER CONFORMED NAME: PNCG GROWTH FUND INC DATE OF NAME CHANGE: 19900704 FORMER COMPANY: FORMER CONFORMED NAME: HUDSON GROWTH FUND INC DATE OF NAME CHANGE: 19880714 485APOS 1 485APOS 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 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. 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 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; 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 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 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 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 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. 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. ____________________ 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- 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- 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- "(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- 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- 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- 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- (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- EX-27 2 EXHIBIT 27
6 1 12-MOS OCT-31-1995 NOV-01-1994 OCT-31-1995 789902314 767165836 9294539 303266081 0 1079726456 40952158 0 160214464 201166622 0 874200205 63670184 22709660 11747830 0 31817469 0 (39205670) 878559834 4558333 18261908 0 9537333 13282908 31170355 (51415104) (6961841) 0 (1107597) (11710943) 0 65374197 (24491886) 78213 558748981 298637 11710942 0 0 5398048 0 9538030 682389630 14.08 0.27 (0.29) (0.02) (0.24) 0 13.80 1.40 0 0
EX-99.6(B) 3 EXHIBIT 99.6(B) 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 1 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 2 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 3 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: 4 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: 5 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 6 EX-99.23 4 EXHIBIT 99.23 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 -----END PRIVACY-ENHANCED MESSAGE-----