NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND 1996 PROXY STATEMENT
OF
C/FUNDS GROUP, INC.
The Annual Meeting of Shareholders of C/FUNDS GROUP, INC., has been scheduled
to be held on MONDAY, APRIL 1, 1996, AT 9:00 A.M. AT PELICAN POINTE GOLF &
COUNTRY CLUB, located conveniently off Center Road, approximately 1 mile east
of US 41 Bypass, in Venice, Florida. All fund series shareholders are urged
to attend either in person or by proxy in order to vote their shares on all
matters to come before the meeting. Business to be transacted and the pur-
poses of the meeting are:
a. Election of Directors
b. Appointment of independent auditors
c. Ratification of investment advisory contracts
d. Any other business as may properly come before the meeting
Shareholders of record at the close of business on February 29, 1996 in all
fund series are entitled to vote at the meeting. A quorum of all series fund
shareholders must be present either in person or by proxy in order to transact
corporation business at the meeting. For matters affecting only a single fund
series, a quorum of shareholders of the respective fund series must be
present in person or by proxy in order to vote on those matters relating only
to that particular fund series. The number of shares you are entitled to vote
that were shown to be held by you on the record date and name of fund series
is printed for your convenience on the enclosed blue proxy.
In order to hold proxy solicitation costs to a minimum and obtain a quorum to
convene the meeting date your prompt response is earnestly requested. A
signed BLUE PROXY FORM must be received by C/FUNDS GROUP, INC., in time to
vote at the meeting April 1, 1996. The most recent Annual Report is enclosed.
Additional Annual Reports can be obtained without charge upon request by
contacting the Fund at the address and/or phone number listed at the end of
this notice. Management recommends a vote FOR all proposals and requests that
you PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY BY MAIL IMMEDIATELY,
USING THE PREPAID ENVELOPE PROVIDED.
ELECTION OF DIRECTORS
Nominees as Directors of C/FUNDS GROUP, INC., to serve for the next year,
and information about them is enclosed herewith. All nominees presently
serve as members of the Board of Directors, each having served for the last
calendar year. Two of the five individual director nominees are deemed "inter-
ested" directors", as defined by regulations. These are Mr. Roland G. Cald-
well, who is the founding principal, officer, and director; and his daughter
Deborah Pecheux. The Caldwell Family, directly or beneficially, owns a con-
trolling interest in Trust Companies of America, Inc., which owns 100% of
Omnivest Research Corporation, the company's investment advisor. These two
interested directors receive no compensation from C/FUND GROUP, INC. Any
compensation paid to member of the Caldwell Family comes from Trust Companies
of America, Inc., or one or more of its subsidiaries. Director nominees and
information about them is as follows:
Name and Address Position with Company Primary Occupation
Roland G. Caldwell(*) President Chm/CEO
4910 Lemon Bay Drive Interested Director Caldwell Trust Company
Venice, FL 34293 Trust Companies of America Inc
Pres, Omnivest Research Corp
Venice, FL
William L. Donovan Chm, Director Retired. Investments & Real
736 Brightside Crescent Non-Interested Estate; Former VP Gately
Venice, FL 34293 Shops, Inc., Grosse Pointe, MI
Keith W. Hallman Director Retail Marketing Consultant,
752 Brightside Crescent Non-Interested Former Owner, Hallman
Venice, FL 34293 Apothecary, Clarkston, MI
Deborah C. Pecheux(*) Director, Interested V.P. Care Vue Corp
1911 Oakhurst Pkwy Daughter of President Houston, TX
Houston, TX 34293 Former Sr Project Engineer
Ferranti Intl, Houston TX
Emmett V. Weber Director Capt(ret.) USAir Group,Inc
3411 Bayou Sound Non-Interested Pittsburgh, PA
Longboat Key, FL 34228-3011
(*) Interested persons as defined under the 1940 Act
The non-interested Directors of the Company are the only person receiving
compensation from the Company. The Company does not have any retirement plan
and the compensation paid to outside directors was the rate of $4,000 as an
annual retainer plus $100 per meeting attended. Compensation paid in calendar
year 1995 was as follows: William Donovan and Keith Hallman $4,300 each and
Emmett Weber, $4,200.
OTHER INFORMATION
The Registrant's Investment Advisor is Omnivest Research Corporation ("ORC")
(formerly Caldwell & Co.), a Florida corporation located at 250 Tampa Ave
West, Venice, Florida 34285. From inception through July, 1995, ORC was
wholly owned by Roland Caldwell and his Family. In July 1995, control of ORC
was transferred to Trust Companies of America, Inc., a private Florida corpo-
ration that remains under the voting control of Roland Caldwell and his Fami-
ly. The Investment Advisor has been under contract as C/FUNDS GROUP, INC.'s
investment advisor since inception.
By law the investment advisory contract for each fund series must be ratified
by shareholders of each respective fund series at each annual meeting of
shareholders, last held and approved March 27, 1995. The reasons why the
Board of Directors recommends renewal of the investment advisory contract with
Omnivest Research Corporation are: (1) Roland Caldwell, as principal of the
advisor, has had an excellent performance record over this period relative to
the low risks taken; (2) the principals are individuals of high integrity and
trust; (3) fees charged are fair by comparison with money management fees
charged for similar size individually managed portfolios; (4) the Board if of
the opinion that it would uneconomic to operate C/Funds Group, Inc. without
the low administration and accounting costs achieved as a result of the affil-
iation with the TCA family of support service providers; and (5) marketing
funds in the Sarasota County area would be impaired absent the association.
At last year's annual meeting a total of 1,066,421 shares were outstanding and
available to be voted by shareholders, of which 848,614 shares, or 79.7%,
voted in favor of the proposals as presented in the proxy. Management be-
lieves this to be an unusually high percentage, which they attribute to the
high level of confidence and respect shareholders hold for the Board, manage-
ment, and the investment advisor.
Under terms of the investment advisor's contract ORC receives a fee for man-
agement of each fund series calculated and paid pro-rata monthly as a percent
of daily net assets of each fund. These contracts are approved by as required
by the Board of Directors and are terminable upon 30 days written notice, one
party to the other. During the last calendar year the fees paid to ORC for
such services totaled $91,609. In addition to providing all administrative
services to the funds, ORC also provides staff, office space, and the princi-
pal office for the conduct of business. Since February 17, 1987, C/Data
Systems and its predecessors has leased "C/MFAS", its computer software for
mutual funds under contract to C/FUNDS GROUP, INC. Terms of the contract
currently requires payment to C/Data Systems of a monthly lease in the amount
of $500, which contract is cancelable by C/FUNDS GROUP, INC., at anytime on 30
days written notice. C/Data Systems became an operating division of Trust
Companies of America, Inc., in July 1995.
It is the practice of C/FUNDS GROUP, INC., to allocate brokerage commissions
to the best advantage of its shareholders. Last year all brokerage transac-
tions were executed with and through Lynch Jones & Ryan, ("LJR") of New York,
one of the largest institutional brokerage firms in the United States, spe-
cializing in providing investment and research services to financial institu-
tions. The investment advisor utilizes all services so provided exclusively
for the benefit of shareholders of fund series in approximately the same
percentage as the assets of each fund series relates to the assets of all fund
series in total, and as fairly as can be arranged by the investment advisor
pro-rata to each fund. Subscribed services currently being provided by LJR
include economic advice and counsel of A.B. Laffer & Associates, Polyconomics,
Inc., and Alan Reynolds Associates, the principals of which are prominent
economists who presently serve as valued members of the Advisory Board of
C/FUNDS GROUP, INC. Aggregate commissions paid to LJR during the past calen-
dar year approximated $15,305. LJR has been selected to transact security
purchases and sales for C/FUNDS GROUP, INC., (a) because of its low discount
rates; (b) because of its demonstrated superior execution capabilities; (c)
because it offers the kinds of information, knowledge and advice of top eco-
nomic experts that would otherwise be unaffordable to a small fund; and (d)
because these services are of considerable benefit to shareholders that the
Board and management believes would not be achievable absent such quality
advice and research. It is believed that total transaction costs as a per-
centage of the value of assets being bought or sold were as favorable if not
lower than those being incurred by other similar investment companies for
similar type services. C/FUNDS GROUP, INC., may utilize any brokerage firm
that it chooses and expects to continue to utilize LJR in the future in order
to retain the advantages this has provided fund shareholders.
Signed:
RG "Kelly" Caldwell, Jr.
March 12, 1996 Secretary
C/Funds Group, Inc.
P.O. Box 622
Venice, FL 34284-0622
(941) 488-6772
(800) 338-9477
CFI
PROXY
Know All Men By These Presents: That the undersigned hereby
constitutes and appoints Daniel B. Williams and Edrise L. Sievers
attorney and agent with power of substitution for and in behalf
of the undersigned, to vote as proxy at the Annual Meeting of
Shareholders of the C/Fund series of C/Funds Group, Inc to be
held at the Pelican Pointe Golf & Country Club, 575 Center Road,
on Monday, April 1, 1996 at 9:00a.m. and at any adjournment or
adjournments thereof, according to the number of whole shares
that the undersigned would be entitled to vote if then personally
present, upon the matters and proposals set forth in the Proxy
Statement and Notice of said meeting.
This PROXY is solicited on behalf of the Board of Directors of
C/Funds Group, Inc. Management recommends a vote FOR all propos-
als. Any proposal vote left blank on a signed form will be
considered a vote FOR that proposal. The undersigned agrees that
said proxy may vote all shares:
For Against Abstain
O O O (1) Election of Roland G. Caldwell,
William L. Donovan, Keith W. Hallman,
Emmett V. Weber, and Deborah C.
Pecheaux as directors. [You may
withhold authority to vote for any
nominee by lining through the name of
any nominee as listed here.]
O O O (2) Appointment of the firm Gregory
Sharer & Stuart CPAs as the
independent public accountants.
O O O (3) Renewal of investment advisory contract.
O O O (4) Any other items that may come before
the meeting.
____________________________________________
____________________________________________
Signature of Owner(s)
______________________
Date
Please sign and return this form to C/Funds Group, P.O. Box 622,
Venice Florida 34284-0622
STK
PROXY
Know All Men By These Presents: That the undersigned hereby
constitutes and appoints Daniel B. Williams and Edrise L. Sievers
attorney and agent with power of substitution for and in behalf
of the undersigned, to vote as proxy at the Annual Meeting of
Shareholders of the C/Growth Stock Fund series of C/Funds Group,
Inc to be held at the Pelican Pointe Golf & Country Club, 575
Center Road, on Monday, April 1, 1996 at 9:00a.m. and at any
adjournment or adjournments thereof, according to the number of
whole shares that the undersigned would be entitled to vote if
then personally present, upon the matters and proposals set forth
in the Proxy Statement and Notice of said meeting.
This PROXY is solicited on behalf of the Board of Directors of
C/Funds Group, Inc. Management recommends a vote FOR all propos-
als. Any proposal vote left blank on a signed form will be
considered a vote FOR that proposal. The undersigned agrees that
said proxy may vote all shares:
O O O (1) Election of Roland G. Caldwell,
William L. Donovan, Keith W. Hallman,
Emmett V. Weber, and Deborah C.
Pecheaux as directors. [You may
withhold authority to vote for any
nominee by lining through the name of
any nominee as listed here.]
O O O (2) Appointment of the firm Gregory
Sharer & Stuart CPAs as the
independent public accountants.
O O O (3) Renewal of investment advisory contract.
O O O (4) Any other items that may come before
the meeting.
____________________________________________
____________________________________________
Signature of Owner(s)
______________________
Date
Please sign and return this form to C/Funds Group, P.O. Box 622,
Venice Florida 34284-0622
GOV
PROXY
Know All Men By These Presents: That the undersigned hereby
constitutes and appoints Daniel B. Williams and Edrise L. Sievers
attorney and agent with power of substitution for and in behalf
of the undersigned, to vote as proxy at the Annual Meeting of
Shareholders of the C/Government Fund series of C/Funds Group,
Inc to be held at the Pelican Pointe Golf & Country Club, 575
Center Road, on Monday, April 1, 1996 at 9:00a.m. and at any
adjournment or adjournments thereof, according to the number of
whole shares that the undersigned would be entitled to vote if
then personally present, upon the matters and proposals set forth
in the Proxy Statement and Notice of said meeting.
This PROXY is solicited on behalf of the Board of Directors of
C/Funds Group, Inc. Management recommends a vote FOR all propos-
als. Any proposal vote left blank on a signed form will be
considered a vote FOR that proposal. The undersigned agrees that
said proxy may vote all shares:
O O O (1) Election of Roland G. Caldwell,
William L. Donovan, Keith W. Hallman,
Emmett V. Weber, and Deborah C.
Pecheaux as directors. [You may
withhold authority to vote for any
nominee by lining through the name of
any nominee as listed here.]
O O O (2) Appointment of the firm Gregory
Sharer & Stuart CPAs as the
independent public accountants.
O O O (3) Renewal of investment advisory contract.
O O O (4) Any other items that may come before
the meeting.
____________________________________________
____________________________________________
Signature of Owner(s)
______________________
Date
Please sign and return this form to C/Funds Group, P.O. Box 622,
Venice Florida 34284-0622
TAX
PROXY
Know All Men By These Presents: That the undersigned hereby
constitutes and appoints Daniel B. Williams and Edrise L. Sievers
attorney and agent with power of substitution for and in behalf
of the undersigned, to vote as proxy at the Annual Meeting of
Shareholders of the C/Tax Free Fund series of C/Funds Group, Inc
to be held at the Pelican Pointe Golf & Country Club, 575 Center
Road, on Monday, April 1, 1996 at 9:00a.m. and at any adjournment
or adjournments thereof, according to the number of whole shares
that the undersigned would be entitled to vote if then personally
present, upon the matters and proposals set forth in the Proxy
Statement and Notice of said meeting.
This PROXY is solicited on behalf of the Board of Directors of
C/Funds Group, Inc. Management recommends a vote FOR all propos-
als. Any proposal vote left blank on a signed form will be
considered a vote FOR that proposal. The undersigned agrees that
said proxy may vote all shares:
O O O (1) Election of Roland G. Caldwell,
William L. Donovan, Keith W. Hallman,
Emmett V. Weber, and Deborah C.
Pecheaux as directors. [You may
withhold authority to vote for any
nominee by lining through the name of
any nominee as listed here.]
O O O (2) Appointment of the firm Gregory
Sharer & Stuart CPAs as the
independent public accountants.
O O O (3) Renewal of investment advisory contract.
O O O (4) Any other items that may come before
the meeting.
____________________________________________
____________________________________________
Signature of Owner(s)
______________________
Date
Please sign and return this form to C/Funds Group, P.O. Box 622,
Venice Florida 34284-0622
CAR
PROXY
Know All Men By These Presents: That the undersigned hereby constitutes and
appoints Daniel B. Williams and Edrise L. Sievers attorney and agent with
power of substitution for and in behalf of the undersigned, to vote as proxy
at the Annual Meeting of Shareholders of the C/Community Assocaition Reserve
Fund series of C/Funds Group, Inc to be held at the Pelican Pointe Golf &
Country Club, 575 Center Road, on Monday, April 1, 1996 at 9:00a.m. and at any
adjournment or adjournments thereof, according to the number of whole shares
that the undersigned would be entitled to vote if then personally present,
upon the matters and proposals set forth in the Proxy Statement and Notice of
said meeting.
This PROXY is solicited on behalf of the Board of Directors of C/Funds Group,
Inc. Management recommends a vote FOR all proposals. Any proposal vote left
blank on a signed form will be considered a vote FOR that proposal. The
undersigned agrees that said proxy may vote all shares:
For Against Abstain
O O O (1) Election of Roland G. Caldwell, William L. Donovan,
Keith W. Hallman, Emmett V. Weber, and Deborah C.
Pecheaux as directors. [You may withhold authority
to vote for any nominee by lining through the name
of any nominee as listed here.]
O O O (2) Appointment of the firm Gregory Sharer & Stuart
CPAs as the independent public accountants.
O O O (3) Renewal of investment advisory contract.
O O O (4) Any other items that may come before the meeting.
____________________________________________
____________________________________________
Signature of Owner(s)
______________________
Date
Please sign and return this form to C/Funds Group, P.O. Box 622,
Venice Florida 34284-0622
AEF
PROXY
Know All Men By These Presents: That the undersigned hereby constitutes and
appoints Daniel B. Williams and Edrise L. Sievers attorney and agent with
power of substitution for and in behalf of the undersigned, to vote as proxy
at the Annual Meeting of Shareholders of the Adams Equity Fund series of
C/Funds Group, Inc to be held at the Pelican Pointe Golf & Country Club, 575
Center Road, on Monday, April 1, 1996 at 9:00a.m. and at any adjournment or
adjournments thereof, according to the number of whole shares that the
undersigned would be entitled to vote if then personally present, upon the
matters and proposals set forth in the Proxy Statement and Notice of said
meeting.
This PROXY is solicited on behalf of the Board of Directors of C/Funds Group,
Inc. Management recommends a vote FOR all proposals. Any proposal vote left
blank on a signed form will be considered a vote FOR that proposal. The
undersigned agrees that said proxy may vote all shares:
For Against Abstain
O O O (1) Election of Roland G. Caldwell, William L. Donovan,
Keith W. Hallman, Emmett V. Weber, and Deborah C.
Pecheaux as directors. [You may withhold authority
to vote for any nominee by lining through the name
of any nominee as listed here.]
O O O (2) Appointment of the firm Gregory Sharer & Stuart
CPAs as the independent public accountants.
O O O (3) Renewal of investment advisory contract.
O O O (4) Any other items that may come before the meeting.
____________________________________________
____________________________________________
Signature of Owner(s)
______________________
Date
Please sign and return this form to C/Funds Group, P.O. Box 622,
Venice Florida 34284-0622
