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 and Income 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, 1996.
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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:
198,898 shares of the Registrant were sold during the fiscal
year, with an aggregate sale price of $2,148,964.
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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:
198,898 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 $2,148,964.
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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):
92,274 shares of the Registrant were sold during the fiscal
year in connection with dividend reinvestment plans, with an aggregate
sales price of $975,750.
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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):
$2,148,964
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+ 975,750
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- $1,717,688
(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):
$1,407,026
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see Instruction C.6):
x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
$426.37
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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 28, 1997
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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)* Robert A. Crowley
Robert A. Crowley
President
Date January 29, 1997
* Please print the name and title of the signing officer
below the signature.
Direct Dial: (215) 564-8115
January 28, 1997
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 198,898 shares of Capital Stock sold by the Fund pursuant to Rule
24f-2 during its fiscal year ending November 30, 1996.
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 198,898 shares of the Fund's Capital
Stock, sold in the fiscal year ending November 30, 1996, 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: Bruce G. Leto
Bruce G. Leto
a:9624cpg.cor
