Form 24f-2
Annual Notice of Securities Sold Pursuant to Rule 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
The Crowley Portfolio Group, Inc.
1813 Marsh Road, Suite H
Wilmington, DE 19810
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2. Name of each series or class of funds for which this notice is filed:
Crowley Growth Portfolio
Crowley Income Portfolio
Crowley Diversified Management Portfolio
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3. Investment Company Act File Number: 811-5875
Securities Act File Number: 33-30975
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4. Last day of fiscal year for which this notice is filed:
November 30, 1995.
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5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
/_/
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
Not Applicable.
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7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None.
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8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None.
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9. Number and aggregate sale price of securities sold during the fiscal
year:
411,242 shares of the Registrant were sold during the fiscal year,
with an aggregate sale price of $4,321,273.
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
411,242 shares of the Registrant were sold during the fiscal year in
reliance upon registstration pursuant to rule 24f-2, with an aggregate sale
price of $4,321,273.
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
64,699 shares of the Registrant were sold during the fiscal year in
connection with dividend reinvestment plans, with an aggregate sales price
of $652,551.
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$4,321,273
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 652,551
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- $1,504,583
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
+ $ 0
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
$3,469,241
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x .00034483
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 1,196.30
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Instruction : Issuers should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of Informal
and Other Procedures (17 CFR 202.3a).
/x/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
January 26, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/Robert A. Crowley
President
Date January 26, 1996
* Please print the name and title of the signing officer
below the signature.
Direct Dial: (215) 564-8115
January 24, 1996
The Crowley Portfolio Group, Inc.
1813 Marsh Road
Suite H
Wilmington, DE 19810
Re: The Crowley Portfolio Group, Inc.
Gentlemen:
We have examined the Articles of Incorporation of The
Crowley Portfolio Group, Inc. (the "Fund"), a Maryland corporation, the
by-laws of the Fund, its form of Capital Stock Certificate, and the various
pertinent corporate proceedings we deem material. We have also examined
the Notification of Registration and the Registration Statement under
the Securities Act of 1933 ("Securities Act") and the Investment
Company Act of 1940 ("Investment Company Act"), as well as other items we deem
material to this opinion.
You have now advised us that the Fund is about to file,
pursuant to the provisions of Rule 24f-2 under the Investment Company Act,
a Notice for the purpose of registering under the Securities Act the
475,941 shares of Capital Stock sold by the Fund pursuant to Rule 24f-2 during
its fiscal year ending November 30, 1995, 108,506 of which were shares of
The Crowley Growth Portfolio, 275,615 of which were shares of The Crowley
Income Portfolio and 91,820 of which were shares of The Crowley
Diversified Management Portfolio. You have informed us that the shares were
sold in accordance with the Fund's usual method of distributing its
shares whereby currently effective prospectuses are made available for delivery
to offerees and purchasers of shares in accordance with Section 5(b)
of the Securities Act.
Based upon the foregoing information and examination,
it is our opinion that the 475,941 shares of the Fund's Capital Stock,
108,506 of which were shares of The Crowley Growth Portfolio, 275,615 of
which were shares of The Crowley Income Portfolio and 91,820 of which were
shares of The Crowley Diversified Management Portfolio, sold in the fiscal
year ending November 30, 1995, pursuant to Rule 24f-2, have been
legally issued and are fully-paid, non-assessable and legally outstanding shares
of the Capital Stock of the Fund.
We hereby consent to the use of this opinion as an
exhibit to the Notice under Rule 24f-2 of the Fund, covering the registration of
the said shares under the Securities Act and the applications and
registration statements, and amendments thereto, filed in accordance with the
securities laws of the several states in which shares of the Fund are
offered, and we further consent to reference in the Prospectus of the Fund to
the fact that this opinion concerning the legality of the issue has been
rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By: /s/Bruce G. Leto
a:crowley.ed7 (.ed5&6 w/c)
