SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. _____________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
THE CROWLEY PORTFOLIO GROUP, INC.
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(Name of Registrant as Specified in its Charter)
(specify)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a96(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously by written preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
THE CROWLEY PORTFOLIO GROUP, INC.
The Crowley Diversified Management Portfolio
The Crowley Income Portfolio
IMPORTANT SHAREHOLDER INFORMATION
These materials are for a special meeting of shareholders to be held in
Wilmington, Delaware on November 28, 2005. They discuss the proposal to be voted
on at the meeting, and contain your proxy statement and proxy card. A proxy card
is, in essence, a ballot. When you vote your proxy, it tells us how you wish to
vote on important issues relating to the Portfolios. If you complete and sign
the proxy, we'll vote it exactly as you tell us. If you simply sign the proxy,
we'll vote it in accordance with the Board of Directors' recommendation.
WE URGE YOU TO SPEND A FEW MINUTES REVIEWING THE PROPOSAL IN THE PROXY
STATEMENT. THEN, FILL OUT THE PROXY CARD AND RETURN IT TO US SO THAT WE KNOW HOW
YOU WOULD LIKE TO VOTE.
WE WELCOME YOUR COMMENTS. IF YOU HAVE ANY QUESTIONS, CALL THE FUND AT (302)
994-4700.
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THE CROWLEY PORTFOLIO GROUP, INC.
The Crowley Diversified Management Portfolio
The Crowley Income Portfolio
Wilmington, Delaware
Dear Shareholders:
I am writing to request that you consider and vote on a matter relating to
your investment in The Crowley Portfolio Group, Inc. (the "Fund") to be
considered at a Special Meeting of Shareholders to be held in Wilmington,
Delaware on November 28, 2005.
This Meeting is critically important. You are being asked to consider and
approve a Plan of Liquidation and Dissolution (the "Plan"), which would result
in The Crowley Diversified Management Portfolio and The Crowley Income Portfolio
being liquidated and the proceeds from your shares of the respective Portfolios
being distributed to you.
The Board of Directors approved the Plan based on information presented
that the projected growth in assets of the Portfolios was not sufficient to
ensure that the Portfolios could continue to offer competitive performance and
high quality service to shareholders over the long term. Consequently, after
studying several options, the Fund's Board unanimously approved the Plan and
believes it to be in the best interest of the shareholders to liquidate the
Portfolios.
The proxy statement uses a question-and-answer format designed to provide
you with a simple and concise explanation of certain issues. Although much of
the information in the proxy statement is technical and required by the various
regulations that govern the Portfolios, we hope that this format will be helpful
to you.
Your vote is important to the Portfolios. Thank you in advance for
considering this issue and for promptly returning your proxy card.
Sincerely,
/s/Robert A. Crowley
Robert A. Crowley
President
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PRELIMINARY COPY
THE CROWLEY PORTFOLIO GROUP, INC.
The Crowley Diversified Management Portfolio
The Crowley Income Portfolio
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 28, 2005
A Special Meeting of Shareholders of the investment portfolios of The
Crowley Portfolio Group, Inc. (the "Fund") identified above (each a "Portfolio"
and collectively, the "Portfolios") will be held at the Fund's offices at 3201-B
Millcreek Road, Suite H, Wilmington, Delaware 19808 on November 28, 2005 at
10:00 a.m. (Standard Time).
During the Meeting, shareholders of each Portfolio of the Fund will vote on
the following proposal:
1. To approve the liquidation and dissolution of The Crowley Diversified
Management Portfolio and The Crowley Income Portfolio pursuant to the
Plan of Liquidation and Dissolution (the "Plan") of the Fund.
2. To consider and act upon such other business as may properly come
before the Meeting or any adjournment thereof.
The Board of Directors has fixed October 20, 2005 as the record date for
determination of shareholders entitled to vote at the Meeting or any adjournment
thereof.
By Order of the Board of Directors,
/s/Frederick J. Crowley, Jr.
Frederick J. Crowley, Jr.
Secretary
Wilmington, Delaware
October 11, 2005
YOUR VOTE IS IMPORTANT.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,
DATE AND SIGN IT, AND RETURN IT IN THE SELF-ADDRESSED
ENVELOPE REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
PRELIMINARY COPY
THE CROWLEY PORTFOLIO GROUP, INC.
The Crowley Diversified Management Portfolio
The Crowley Income Portfolio
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 28, 2005
GENERAL INFORMATION
WHO IS ASKING FOR MY VOTE?
The Board of Directors of The Crowley Portfolio Group, Inc. (the "Fund") is
requesting your vote at the Meeting of Shareholders of the Fund to be held on
November 28, 2005, or any adjournments thereof (the "Meeting").
ON WHAT ISSUE AM I BEING ASKED TO VOTE?
You are being asked to approve a proposal for the liquidation and dissolution of
The Crowley Diversified Management Portfolio and The Crowley Income Portfolio
(each a "Portfolio" and collectively, the "Portfolios") of the Fund pursuant to
the Plan of Liquidation and Dissolution (the "Plan").
HOW WILL PROPOSED CHANGES AFFECT THE PORTFOLIOS AND MY INVESTMENT?
If the proposal to liquidate the Portfolios is approved, each of the Portfolios'
assets will be liquidated and, after paying or reserving for liabilities, the
proceeds will be distributed to each Portfolio's shareholders and the Portfolios
will be dissolved pursuant to the Plan, which is attached to and described in
the Proxy Statement. Shareholders should carefully read and consider the
discussion of the proposal and the Plan in the Proxy Statement.
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on October 20, 2005 are entitled
to vote at the Meeting. Each share of record is entitled to one vote and each
fractional share of record is entitled to the corresponding fractional vote on
each matter presented at the Meeting. The Notice of Meeting, the proxy card, and
the Proxy Statement were mailed to shareholders of record on or about October
28, 2005.
HOW DO THE DIRECTORS RECOMMEND THAT I VOTE?
The Directors unanimously recommend that you vote FOR the proposal.
HOW DO I ENSURE THAT MY VOTE IS ACCURATELY RECORDED?
You may attend the Meeting and vote in person, or you may complete and return
the enclosed proxy card. Proxy cards that are properly signed, dated and
received at or prior to the Meeting will be voted as specified. If you simply
sign and date the proxy card, but do not specify any vote for a proposal, your
shares will be voted FOR that proposal.
MAY I REVOKE MY PROXY?
You may revoke your proxy at any time before it is voted by: (1) delivering a
written revocation to the Secretary of the Fund; (2) forwarding to the Fund a
later-dated proxy card that is received by the Fund at or prior to the Meeting;
or (3) attending the Meeting and voting in person.
PROPOSAL: TO APPROVE THE LIQUIDATION AND DISSOLUTION OF THE CROWLEY
DIVERSIFIED MANAGEMENT PORTFOLIO AND THE CROWLEY INCOME
PORTFOLIO PURSUANT TO THE PLAN OF LIQUIDATION AND DISSOLUTION.
WHY IS THE BOARD PROPOSING TO LIQUIDATE AND DISSOLVE THE PORTFOLIOS?
The Fund was organized as a corporation under the laws of the State of Maryland
on August 15, 1989, pursuant to its Articles of Incorporation, as amended. The
Fund is a no-load, diversified, open-end management investment company
registered under the Investment Company Act of 1940, as amended. The Fund
currently offers two investment portfolios or series of shares. The Fund's two
series are The Crowley Diversified Management Portfolio and The Crowley Income
Portfolio. The investment objective of The Crowley Diversified Management
Portfolio is high total return consistent with reasonable risk. The investment
objective of The Crowley Income Portfolio is to maximize current income,
consistent with prudent risk. Each Portfolio seeks to achieve its objective by
making investments selected in accordance with the Portfolio's investment
restrictions and policies. The Diversified Management Portfolio concentrates its
investments in shares of registered investment companies.
The Income Portfolio primarily invests in debt securities, dividend-paying
stocks and preferred stocks.
Crowley & Crowley, Corp., the Portfolios' investment advisor (the
"Advisor"), initially recommended the liquidation after determining that a
liquidation of the Portfolios is in the interests of the Portfolios and their
shareholders. The Portfolios have not attracted significant assets. The
Portfolios originally were created as a method to deliver investment advisory
services in different investment styles to the Advisor's clients. While the
Portfolios were able to attract a relatively stable asset base, their growth in
assets has essentially stalled. Management believes that given the increased
complexity of the mutual fund industry, including the increased regulatory
environment, the prospect for attracting additional assets to the Portfolios is
limited. Without an increasing asset base, the growing cost of managing the
Portfolios, including complying with new regulatory initiatives, is likely to
increase the expenses of the Portfolios. The Advisor believes that there may be
more efficient and less costly methods to deliver investment management services
to its clients which would not require a mutual fund structure.
Prior to recommending the Portfolios' liquidation to the Board, the Advisor
sought to determine whether there are other alternatives, such as a merger or
transfer of assets, and if so, whether they would be in the interest of
Portfolios' shareholders. Management reviewed the current market conditions, the
composition of the shareholder base, the small size of the Portfolios, the
expenses that may be required to effect a transaction and tax and other related
implications for Portfolio shareholders. Management determined that a
liquidation of the Portfolios should not have significant adverse tax
consequences for most Portfolio shareholders since their assets are held in
tax-deferred retirement accounts and would allow Portfolio shareholders to
reinvest their money as they deem appropriate. The Board considered the
Advisor's recommendations and has approved the Plan based on a number of
factors, including:
o The small size of the Portfolios and the unlikely prospect of
attracting additional assets;
o The costs associated with ongoing Portfolio operations, including
increasing burdens and costs of compliance due to new rules and
regulations; and
o The liquidation would not likely have adverse tax consequences for
most shareholders.
HOW WILL THE PLAN OF LIQUIDATION AND DISSOLUTION BE IMPLEMENTED?
The Plan is attached to this Proxy Statement and is summarized below. This
summary is qualified in its entirety by reference to the Plan.
1. Effective Date of the Plan. The effective date of the Plan (the
"Effective Date") shall be the date on which the Plan is adopted by a majority
of each Portfolio's outstanding shares of record represented in person or by
proxy at the Meeting or any adjournments or postponements thereof.
2. Dissolution. As soon as practicable after the Effective Date, the Fund
will prepare and file its Articles of Dissolution in accordance with the laws of
the State of Maryland.
3. Restriction of Transfer and Redemption of Shares. The proportionate
interests of shareholders in the assets of the Portfolios shall be fixed on the
basis of their respective holdings at the close of business on the Effective
Date or such later date as is determined by the Fund's officers (the
"Liquidation Date").
4. Liquidation of Assets and Payment of Debts. As soon as is reasonable
after the Effective Date, all portfolio securities of each Portfolio shall be
converted to cash or cash equivalents or otherwise liquidated and the officers
of the Fund will pay, or make reasonable provision to pay, all claims and
obligations of the Portfolios.
5. Liquidating Distribution. Within 7 days after the Liquidation Date, the
Portfolios shall mail to each shareholder of record a liquidating distribution
equal to the shareholder's proportionate interest in the net assets of the
Portfolios after the payment of the Portfolios' debts. Any accrued income or
gains will also be distributed at the time of the liquidating distribution along
with relevant information about such distribution.
6. Expenses. Each Portfolio will bear its proportionate expense incurred in
carrying out the Plan.
Shareholders may redeem their shares at any time prior to the Effective Date of
the Plan.
IF THE PORTFOLIOS LIQUIDATE, WHAT WILL BE THE FEDERAL INCOME TAX CONSEQUENCE FOR
ME?
The following summary provides general information with regard to the federal
income tax consequences to shareholders relating to receipt of the liquidating
distribution from the Portfolios pursuant to the provisions of the Plan. This
summary also discusses the effect of federal income tax provisions on the
Portfolios resulting from their liquidation and dissolution. The Fund has not
sought a ruling from the Internal Revenue Service ("IRS") with respect to this
liquidation and dissolution. The statements below are, therefore, not binding
upon the IRS, and there can be no assurance that the IRS will concur with this
summary or that the tax consequences to any shareholder upon receipt of a
liquidation distribution will be as set forth below.
While this summary addresses some of the U.S. federal income tax consequences of
the Plan, neither state nor local tax consequences of the Plan are discussed.
Implementing the Plan may impose unanticipated tax consequences on shareholders
and affect shareholders differently, depending on their particular tax
situations independent of the Plan. SHAREHOLDERS SHOULD CONSULT WITH THEIR OWN
TAX ADVISORS REGARDING THE APPLICATION OF CURRENT U.S. FEDERAL INCOME TAX LAWS
TO THEIR PARTICULAR SITUATION AND WITH RESPECT TO STATE, LOCAL AND OTHER TAX
CONSEQUENCES OF THE PLAN.
Pursuant to the Plan, each Portfolio will sell its portfolio holdings, which is
expected to give rise to some capital gains. If The Crowley Diversified Income
Portfolio and The Crowley Income Portfolio were liquidated on September 30,
2005, the Portfolios would have experienced a net realized capital gain of
approximately $47,740 and $25,530, respectively, which would have been offset in
full or in part by each Portfolio's capital loss carryover of $846,194 and
$557,258, respectively. Whether the Portfolios will have a net realized capital
gain (or loss) on the Liquidation Date will depend on market conditions and
redemption activity during the solicitation and liquidation period.
The Fund expects to retain its qualification as a regulated investment company
("RIC") under the Internal Revenue Code of 1986, as amended (the "Code"), during
the liquidation period and, therefore, expects to not be taxed on any of the
Portfolios' capital gains realized from the sale of their assets or ordinary
income earned that it timely distributes to shareholders. In the unlikely event
that the Fund should lose its status as a RIC during the liquidation process,
the Portfolios would be subject to taxes which would reduce any or all of the
types of liquidating distributions.
On the Liquidation Date (or within 7 days thereafter), the Fund shall distribute
pro rata to each Portfolio's shareholders of record as of the close of business
on the Liquidation Date all of the Portfolio's then existing assets in complete
and full cancellation and redemption of all the outstanding shares of the
Portfolio, except for cash, bank deposits, or cash equivalent securities in an
estimated amount necessary to: (a) discharge any unpaid liabilities and
obligations of the Portfolio on the Portfolio's books on the Liquidation Date,
including, but not limited to, income dividends and capital gains distributions,
if any, payable through the Liquidation Date, and (b) pay such contingent
liabilities as the Board of Directors shall reasonably deem to exist against the
assets of the Portfolio on the Portfolio's books. If the Board of Directors is
unable to make distributions to all of the Portfolio's shareholders because of
an inability to locate shareholders to whom distributions are payable, the Board
of Directors may create, in the name and on behalf of the Portfolio, a trust
with a financial institution and, subject to applicable abandoned property laws,
deposit any of the Portfolio's remaining assets in such trust for the benefit of
the shareholders that cannot be located. The expenses of such trust shall be
charged against the assets therein.
If necessary, the Portfolios shall, by the Liquidation Date, have declared and
paid a dividend or dividends which, together with all previous such dividends,
shall have the effect of distributing to the Portfolios' shareholders all of the
Portfolios' investment company taxable income for the taxable years ending at or
prior to the Liquidation Date (computed without regard to any deduction for
dividends paid), and all of the Portfolios' net capital gains, if any, realized
in the taxable years ending at or prior to the Liquidation Date (after reduction
for any capital loss carry-forward) and any additional amounts necessary to
avoid any excise tax for such periods. Alternatively, each Portfolio may, if
eligible, treat all or a portion of such amounts required to be distributed as
an income dividend or capital gain distribution on account of the Portfolio's
final taxable year as having been paid out as a part of the liquidating
distributions made to the Portfolio's shareholders in complete liquidation of
the Portfolio. As described in the next paragraph, any such liquidating
distributions (in lieu of an income dividend or capital gain distribution) would
be treated by Portfolio shareholders as received in a sale or exchange of their
Portfolio shares. Within 60 days after the close of the Portfolio's final
taxable year, the Fund will notify shareholders as to the portion, if any, of
the amounts distributed in liquidation that constitutes a capital gain
distribution and that constitutes an income dividend, if any, for federal income
tax purposes.
For federal income tax purposes, the receipt by a shareholder that is subject to
tax of a liquidating distribution will be a taxable event and will be treated as
a sale of the shareholder's shares in exchange for the liquidating distribution
(less the portion constituting an income dividend or capital gain distribution).
Each shareholder will recognize a gain or loss in an amount equal to the
difference between the liquidating distribution he or she receives and the
adjusted tax basis of his or her shares. Assuming the shareholder holds his or
her shares as a capital asset, the gain or loss generally will be treated as a
capital gain or loss.
If the shares have been held for more than one year, the gain or loss will
constitute a long-term capital gain or loss; otherwise, the gain or loss will
constitute a short-term capital gain or loss. Long-term capital gains are
currently taxed to non-corporate shareholders at a maximum federal tax rate of
15%.
Short-term capital gains are taxed to non-corporate shareholders at the
graduated income tax rates applicable to ordinary income. All income recognized
by a corporate shareholder pursuant to the liquidation of the Portfolios,
regardless of its character as capital gains or ordinary income, will be subject
to tax at the regular graduated federal corporate income tax rates.
Shareholders should be aware that the Fund will be required to withhold 28% of
the liquidating distribution proceeds, or income distributions and capital gain
distributions payable to any individual and certain other non-corporate
shareholders who do not provide the Portfolios with a correct taxpayer
identification number or who are otherwise subject to backup withholding. It is
anticipated that the liquidating distribution will occur on November 29, 2005,
or as soon as practicable thereafter.
The information above is only a summary of some of the federal income tax
consequences generally affecting the Portfolios and their individual U.S.
shareholders resulting from the liquidation of the Portfolios. This summary does
not address the particular federal income tax consequences applicable to
shareholders other than U.S. individuals nor does it address state or local tax
consequences.
MAY I REDEEM MY SHARES PRIOR TO THE LIQUIDATION?
Yes. You may redeem your shares or any portion of your shares at any time
through the date shareholder approval of the Plan is obtained, which is expected
to occur on or about November 28, 2005.
WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSED LIQUIDATION?
Provided that a quorum is present as to each Portfolio, the approval of the
proposed liquidation and dissolution of a Portfolio under Section 3-403 of the
Maryland Code of Corporations and Associations and the Fund's Articles of
Incorporation require the affirmative vote of more than 50% of the outstanding
voting securities of a Portfolio, present in person or represented by proxy at
the Meeting.
WHAT IF THE PROPOSAL IS NOT APPROVED?
If the shareholders do not approve the Plan, the Fund will temporarily continue
to operate as an open-end registered management investment company and will
continue to offer shares of the Portfolios and invest in assets in accordance
with each Portfolio's stated objectives and policies. The Board will then
consider other alternatives for the future of the Portfolios.
WILL ANY OTHER MATTERS BE PRESENTED AT THE MEETING?
The Board is not aware of any other matters to be presented at this Meeting. If
any other matters are properly presented at the Meeting, the proxy holders will
vote in accordance with the views of Management.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU APPROVE THE PROPOSAL.
ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS
INVESTMENT MANAGER AND ADMINISTRATOR Crowley & Crowley Corp. (the "Advisor")
serves as the Fund's investment manager and administrator. The Advisor's
principal offices are located at 3201-B Millcreek Road, Suite H, Wilmington,
Delaware 19808. The Advisor manages each Portfolio under separate management
contracts. The Advisor is an affiliate of the Fund because Frederick J. Crowley,
Jr., Vice President, Secretary and Director of the Fund, and Robert A. Crowley,
President, Treasurer and Director of the Fund, each own 50% of the voting common
stock of the Advisor.
DISTRIBUTOR. Crowley Securities, Inc. (the "Distributor") is located at 3201-B
Millcreek Road, Suite H, Wilmington, Delaware 19808, acts as distributor to the
Portfolios and acts as an exclusive agent for the Portfolios in selling their
shares to the public. The Distributor is an affiliate of the Advisor and the
Fund because Frederick J. Crowley, Jr. and Robert A. Crowley, officers of the
Advisor and Directors of the Fund, are also equal general partners, principals
and registered representatives of the Distributor.
CUSTODIAN. Wilmington Trust Company, Rodney Square North, Wilmington, Delaware
19890, acts as custodian of the securities and other assets of each Portfolio.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS. The Fund's last audited
financial statements and annual report, for the fiscal year ended November 30,
2004, and its semi-annual report dated May 31, 2005, are available free of
charge, upon request. To obtain a copy, please call 302-994-4700, or forward a
written request to The Crowley Portfolio Group, Inc., on the self-addressed
postage paid card provided.
PRINCIPAL SHAREHOLDERS. As of September 30, 2005, The Crowley Diversified
Management Portfolio and The Crowley Income Portfolio had 491,589 and 951,794
shares outstanding, respectively, and total net assets of $5,568,449 and
$9,543,239, respectively. The following shareholders owned beneficially more
than 5% of the Portfolios as of that date:
THE CROWLEY DIVERSIFIED MANAGEMENT PORTFOLIO:
NAME & ADDRESS SHARES OWNED PERCENTAGE OF PORTFOLIO
Joyce B. Boylen 24,579 5%
Wilmington, DE
Wendy Smith 41,785 8.5%
Kelowna, BC Canada
THE CROWLEY INCOME PORTFOLIO:
NAME SHARES OWNED PERCENTAGE OF PORTFOLIO
Ronald E. Cooney 134,203 14.1%
Wilmington, DE
Diane M. Thompson 49,493 5.2%
Wilmington, DE
As of September 30, 2005, the following directors and executive officers owned
shares of the Portfolios as indicated in the table below:
THE CROWLEY DIVERSIFIED MANAGEMENT PORTFOLIO:
NAME & ADDRESS SHARES OWNED PERCENTAGE OF PORTFOLIO
Frederick J. Crowley, Jr. 3,345 0.68%
Wilmington, DE
William O. Cregar 15,181 3%
Wilmington, DE
Bruce A. Humphries 8,411 1.71%
Wilmington, DE
Daniel J. Piscitello 27,002 5.49%
Wilmington, DE
Peter Veenema 3,357 0.68%
Wilmington, DE
THE CROWLEY INCOME PORTFOLIO:
NAME SHARES OWNED PERCENTAGE OF PORTFOLIO
Frederick J. Crowley, Jr. 3,162 0.33%
Wilmington, DE
William O. Cregar 14,691 1.54%
Wilmington, DE
Daniel J. Piscitello 18,301 1.92%
Wilmington, DE
Peter Veenema 2,256 0.23%
Wilmington, DE
As of September 30, 2005, the Fund's officers and directors as a group owned
approximately 11.7% of the shares outstanding of The Crowley Diversified
Management Portfolio, and 4.0% of the shares outstanding of The Crowley Income
Portfolio.
ADDITIONAL INFORMATION ABOUT VOTING AND THE MEETING
SOLICITATION OF PROXIES. The cost of soliciting proxies will be borne by the
Advisor. The Advisor reimburses brokerage firms and others for their expenses in
forwarding proxy material to the beneficial owners and soliciting them to
execute proxies. The Fund expects that the solicitation will be primarily by
mail, but also may include telephone, personal interviews or other means. The
Fund does not reimburse Directors and officers of the Fund, or regular employees
and agents of the Advisor involved in the solicitation of proxies. The Advisor
intends to pay all costs associated with the solicitation and the Meeting.
In addition to solicitations by mail, some of the executive officers and
employees of the Fund, the Advisor and its affiliates, without extra
compensation, may conduct additional solicitations by telephone, personal
interviews and other means.
VOTING BY BROKER-DEALERS. The Fund expects that, before the Meeting,
broker-dealer firms holding shares of the Portfolios in "street name" for their
customers will request voting instructions from their customers and beneficial
owners. If these instructions are not received by the date specified in the
broker-dealer firms' proxy solicitation materials, the Fund understands that
stock exchange rules permit the broker-dealers to vote on certain routine items
to be considered at the Meeting on behalf of their customers and beneficial
owners. Certain broker-dealers may exercise discretion over shares held in their
name for which no instructions are received by voting those shares in the same
proportion as they vote shares for which they received instructions.
QUORUM. A majority of each Portfolio's aggregate shares of stock outstanding and
entitled to vote constitutes a quorum at the Meeting. The shares over which
broker-dealers have discretionary voting power, the shares that represent
"broker non-votes" (i.e., shares held by brokers or nominees as to which: (i)
instructions have not been received from the beneficial owners or persons
entitled to vote; and (ii) the broker or nominee does not have discretionary
voting power on a particular matter), and the shares whose proxies reflect an
abstention on any item are all counted as shares present and entitled to vote
for purposes of determining whether the required quorum of shares exists.
OTHER MATTERS AND DISCRETION OF PERSONS NAMED IN THE PROXY. The Fund is not
required, and does not intend, to hold regular annual meetings of shareholders.
Shareholders wishing to submit proposals for consideration for inclusion in a
proxy statement for the next meeting of shareholders should the proposal
contained in this proxy statement not be passed, and should there be another
shareholder meeting, should send their written proposals to the Fund's offices,
3201-B Millcreek Road, Suite H, Wilmington, Delaware 19808, so they are received
within a reasonable time before any such meeting. No business other than the
matters described above is expected to come before the Meeting, but should any
other matter requiring a vote of shareholders arise, including any question as
to an adjournment or postponement of the Meeting, the persons named on the
enclosed proxy card will vote on such matters according to their best judgment
in the interests of the Portfolios.
By order of the Board of Directors,
/s/Frederick J. Crowley, Jr.
Frederick J. Crowley, Jr.
Secretary
Dated: October 11, 2005
Wilmington, Delaware
Exhibit A
Plan Of Liquidation And Dissolution
of
The Crowley Income Portfolio &
The Crowley Diversified Management Portfolio
This Plan of Liquidation and Dissolution (the "Plan") is intended to
accomplish the complete liquidation and dissolution of The Crowley Income
Portfolio and The Crowley Diversified Management Portfolio (each a "Portfolio"),
series of the Crowley Portfolio Group, Inc., a corporation organized under the
State of Maryland ("Corporation"), registered with the Securities and Exchange
Commission as an open-end management investment company under the Investment
Company Act of 1940, as amended ("1940 Act"), in conformity with the laws of the
State of Maryland, the 1940 Act, the Internal Revenue Code of 1986, as amended
("Code"), and the Corporation's Articles of Incorporation, dated August 15,
1989, as amended, and By-laws ("Organizational Documents"). All references in
this Plan to action taken by a Portfolio shall be deemed to refer to action
taken by the Corporation on behalf of the Portfolio. The liquidation and
dissolution of one Portfolio does not require the dissolution and liquidation of
the other. The references to "Portfolio" below apply to each Portfolio
separately and the action taken with respect to one Portfolio does not affect
the other.
WHEREAS, in light of the future prospects for growth for the Portfolio,
management has recommended that the Portfolio be liquidated and dissolved; and
WHEREAS, the Board of Directors has considered the impact on the
Portfolio's shareholders of the termination and liquidation of the Portfolio;
and
WHEREAS, the Board of Directors has determined that the liquidation and
dissolution of the Portfolio is advisable and in the best interests of the
shareholders of the Portfolio, and has considered and approved this Plan as the
method of accomplishing such actions; and
WHEREAS, the Board of Directors has directed that this Plan be submitted to
the Portfolio's shareholders for their approval and, upon the approval of this
Plan by the affirmative vote of a majority of the Portfolio's outstanding shares
of record, represented in person or by proxy, at a meeting of the shareholders
at which a quorum is present, the Portfolio shall voluntarily dissolve and
completely liquidate in accordance with the requirements of the laws of the
State of Maryland and the Code.
NOW THEREFORE, the liquidation and dissolution of the Portfolio shall be
carried out in the manner set forth herein:
1. Effective Date of Plan. The effective date of the Plan (the "Effective
Date") shall be the date on which the Plan is approved by the affirmative vote
of a majority of the Portfolio's outstanding shares of record represented in
person or by proxy at a special meeting of shareholders of the Fund (the
"Meeting") at which a quorum is present.
2. Liquidation. Consistent with the provisions of this Plan, the Portfolio
shall be liquidated as promptly as practicable in accordance with its
Organizational Documents, and all applicable laws and regulations, including but
not limited to Section 331 of the Code ("Liquidation").
3. Notice of Liquidation. As soon as reasonable and practicable after the
adoption of this Plan, the Portfolio shall provide notice to the Portfolio's
shareholders and other appropriate parties that this Plan has been approved by
the Board of Directors, and that the Portfolio will be liquidating its assets.
4. Cessation of Business. On the Effective Date, the Portfolio shall cease
its regular business as a series of an investment company and shall not engage
in any business activities except for the purposes winding up the Portfolio's
business and affairs, preserving the value of its assets, and distributing its
assets to shareholders in the Portfolio in accordance with the provisions of
this Plan after discharging or making reasonable provision for the Portfolio's
liabilities; provided, however, that the Portfolio may continue to carry on its
activities as an investment company, as described in its current prospectus and
any supplements thereto, with regard to its existing shareholders and assets,
until the final liquidating distribution to its shareholders is made.
5. Payment of Debts. As soon as reasonable and practicable after the
Effective Date, the Portfolio shall determine and pay, or make reasonable
provision to pay, in full all claims and obligations, including, without
limitation, all contingent, conditional or unmatured claims and obligations
known to the Portfolio, and all claims and obligations that are known to the
Portfolio but for which the identity of the claimant is unknown.
6. Liquidation of Assets. As soon as reasonable and practicable after the
Effective Date, but in no event later than November 29, 2005 ("Liquidation
Date"), all of the Portfolio's assets shall be converted into cash or cash
equivalents or otherwise liquidated.
7. Liquidating Distribution. On the Liquidation Date (or within 7 days
thereafter), the Corporation shall distribute pro rata to the Portfolio's
shareholders of record as of the close of business on the Liquidation Date all
of the Portfolio's then existing assets in complete and full cancellation and
redemption of all the outstanding shares of the Portfolio, except for cash, bank
deposits, or cash equivalent securities in an estimated amount necessary to: (a)
discharge any unpaid liabilities and obligations of the Portfolio on the
Portfolio's books on the Liquidation Date, including, but not limited to, income
dividends and capital gains distributions, if any, payable through the
Liquidation Date, and (b) pay such contingent liabilities as the Board of
Directors shall reasonably deem to exist against the assets of the Portfolio on
the Portfolio's books. If the Board of Directors is unable to make distributions
to all of the Portfolio's shareholders because of an inability to locate
shareholders to whom distributions are payable, the Board of Directors may
create, in the name and on behalf of the Portfolio, a trust with a financial
institution and, subject to applicable abandoned property laws, deposit any of
the Portfolio's remaining assets in such trust for the benefit of the
shareholders that cannot be located. The expenses of such trust shall be charged
against the assets therein.
8. Satisfaction of Federal Income and Excise Tax Distribution Requirements.
If necessary, the Portfolio shall, by the Liquidation Date, have declared and
paid a dividend or dividends which, together with all previous such dividends,
shall have the effect of distributing to the Portfolio's shareholders all of the
Portfolio's investment company taxable income for the taxable years ending at or
prior to the Liquidation Date (computed without regard to any deduction for
dividends paid), and all of the Portfolio's net capital gain, if any, realized
in the taxable years ending at or prior to the Liquidation Date (after reduction
for any capital loss carry-forward) and any additional amounts necessary to
avoid any excise tax for such periods. Alternatively, the Portfolio may, if
eligible, treat all or any portion of the amounts to be distributed pursuant to
this Section 8 as having been paid out as part of the liquidating distributions
made to the Portfolio's shareholders pursuant to Section 7.
9. Expenses in Connection with this Plan. The Portfolio will bear all the
expenses associated with the Liquidation, except that Portfolio shareholders
will pay their own expenses, if any, incurred in connection with the
Liquidation.
10. Powers of the Board of Directors. The Board of Directors and, subject
to the direction of the Board of Directors, the officers of the Portfolio, shall
have the authority to do or to authorize any or all acts and things as provided
for in the Plan and as they may consider necessary or desirable to carry out the
purposes of the Plan, including the execution and filing of certificates, tax
returns, forms and other papers. The death, resignation or disability of any
Director or any officer of the Corporation shall not impair the authority of the
surviving or remaining Directors or officers to exercise any of the powers
provided for in the Plan.
11. Filings. The Board of Directors hereby authorizes the appropriate
parties to make any necessary or appropriate filings relating to the liquidation
and/or dissolution of the Portfolio with the State of Maryland, the Internal
Revenue Service, the Securities and Exchange Commission, or with any other
authority. Without limiting the generality of the foregoing, the officers of the
Portfolio are authorized and directed to file or cause to be filed Form 966 with
the Internal Revenue Service within 30 days of adoption of this Plan of
Liquidation.
12. Amendment of Plan. The Board of Directors shall have the authority to
authorize variations from or amendments to the provisions of this Plan as may be
necessary or appropriate to effect the Liquidation of the Portfolio, the
distribution of the Portfolio's net assets to its shareholders in accordance
with the laws of the State of Maryland, the 1940 Act, the Code, and the
Portfolio's Organizational Documents, and the winding up of the affairs of the
Portfolio, if the Board of Directors determines that such action would be
advisable and in the best interests of the Portfolio and its shareholders. The
Board of Directors may abandon this Plan at any time if it determines that
abandonment would be advisable and in the best interests of the Portfolio and
its shareholders.
Adopted by the Board of Directors on October 4, 2005.
APPENDIX A
PRELIMINARY COPY
THE CROWLEY PORTFOLIO GROUP, INC.
The Crowley Diversified Management Portfolio
3201-B Millcreek Road, Suite H
Wilmington, Delaware 19808
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 28, 2005
The undersigned hereby appoints each of Robert A. Crowley and Frederick J.
Crowley, Jr., individually, as proxy and attorney-in-fact for the undersigned
with full power of substitution to vote on behalf of the undersigned at the
Special Meeting of Shareholders of The Crowley Diversified Management Portfolio
(the "Portfolio") of The Crowley Portfolio Group, Inc.(the "Fund")to be held on
November 28, 2005, and at any adjournment or postponement thereof, all shares of
the Portfolio standing in the name of the undersigned or which the undersigned
may be entitled to vote.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Special Meeting or any adjournments or postponements thereof, hereby revoking
any proxy or proxies heretofore given by the undersigned.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
1. To approve the liquidation and dissolution of The Crowley Diversified
Management Portfolio, as set forth in Proposal 1 of the Proxy Statement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
IF YOU DO NOT VOTE ON THE PROPOSAL, THE PROXIES SHALL VOTE "FOR" THE PROPOSAL.
For individual accounts, your name should be signed exactly as it appears
on this Proxy card. When shares are held by joint tenants, either party may
sign, but the name of the party signing should conform exactly to a name shown
on this Proxy card. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a corporation, please sign in
the corporate name by president or other authorized officer. If a partnership,
please sign in the partnership name by authorized person.
Please sign:
Date: _________________________________
_______________________________________
Signature
_______________________________________
Signature (if held jointly)
Please mark, sign, date and mail this proxy promptly using the enclosed
envelope.
APPENDIX B
PRELIMINARY COPY
THE CROWLEY PORTFOLIO GROUP, INC.
The Crowley Income Portfolio
3201-B Millcreek Road, Suite H
Wilmington, Delaware 19808
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 28, 2005
The undersigned hereby appoints each of Robert A. Crowley and Frederick J.
Crowley, Jr., individually, as proxy and attorney-in-fact for the undersigned
with full power of substitution to vote on behalf of the undersigned at the
Special Meeting of Shareholders of The Crowley Income Portfolio (the
"Portfolio") of The Crowley Portfolio Group, Inc.(the "Fund")to be held on
November 28, 2005, and at any adjournment or postponement thereof, all shares of
the Portfolio standing in the name of the undersigned or which the undersigned
may be entitled to vote.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Special Meeting or any adjournments or postponements thereof, hereby revoking
any proxy or proxies heretofore given by the undersigned.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
1. To approve the liquidation and dissolution of The Crowley Income Portfolio,
as set forth in Proposal 1 of the Proxy Statement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
IF YOU DO NOT VOTE ON THE PROPOSAL, THE PROXIES SHALL VOTE "FOR" THE PROPOSAL.
For individual accounts, your name should be signed exactly as it appears
on this Proxy card. When shares are held by joint tenants, either party may
sign, but the name of the party signing should conform exactly to a name shown
on this Proxy card. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a corporation, please sign in
the corporate name by president or other authorized officer. If a partnership,
please sign in the partnership name by authorized person.
Please sign:
Date: _________________________________
_______________________________________
Signature
_______________________________________
Signature (if held jointly)
Please mark, sign, date and mail this proxy promptly using the enclosed
envelope.
