NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND 1997 PROXY STATEMENT
OF
C/FUNDS GROUP, INC.
Dated: March 14, 1997
The Annual Meeting of Shareholders of C/FUNDS GROUP, INC., has been sched-
uled to be held on MONDAY, MARCH 31, 1997, AT 9:00 A.M. AT VENICE GOLF &
COUNTRY CLUB, located conveniently off Center Road, approximately 1 mile
east of Jacaranda Blvd, 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 purposes 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 March 1, 1997 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 trans-
act 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 March 31, 1997. The most recent Annual Report is en-
closed. 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.
The enclosed proxy is solicited on Behalf of the Board of Directors. Man-
agement 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
"interested" directors", as defined by regulations. These are Mr. Roland G.
Caldwell, who is the founding principal, officer, and director; and his
daughter Deborah Pecheux. The Caldwell Family, directly or beneficially,
owns a controlling 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
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, Non-Interested Retail Marketing Consultant,
752 Brightside Crescent Former Owner, Hallman
Venice, FL 34293 Apothecary, Clarkston, MI
Deborah C. Pecheux(*) Interested Director, 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, Non-Interested Capt(ret.) USAir Group,Inc
3411 Bayou Sound 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. Each non-interested
director was paid $4,300 in calendar year 1996.
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
corporation that remains under the voting control of Roland Caldwell and his
Family. RG "Kelly" Caldwell, Jr serves as Secretary/Treasurer for both ORC
and C/FUNDS GROUP, INC. ORC has been under contract as C/FUNDS GROUP,
INC.'s investment advisor since inception.
The last Shareholder Meeting took place on April 1, 1996 at the Pelican
Pointe Golf & Country Club, Venice, Florida and at that meeting the share-
holders approved and ratified the (1) Election of directors, (2) Renewal of
all investment advisor contracts for all series with Omnivest Research
Corporation for the next year and (3) Appointment of Gregory Sharer and
Stuart, CPA as auditors. The results by series are tabulated below:
Series Outstanding Voted FOR Percent
C/Fund 257,997 190,542 73.9%
C/Growth Stock 179,693 135,408 75.4%
Adams Equity 14,957 13,479 90.1%
C/Government 325,024 247,451 76.1%
C/Tax-Free 318,058 267,036 84.0%
C/Comm Assoc Reserve 47,417 41,784 88.1%
Total 1,143,146 895,700 78.4%
Under terms of the investment advisor's contract ORC receives a fee for
management 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 writ-
ten notice, one party to the other. During the last calendar year the fees
paid to ORC for such services totaled $110,747. In addition to providing
all administrative services to the funds, ORC also provides staff, office
space, and the principal 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.
The reasons why the Board of Directors recommends renewal of the investment
advisory contract with Omnivest Research Corporation are: (1) Roland Cald-
well, 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 com-
parison 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 affiliation with the TCA family of support
service providers; and (5) marketing funds in the Sarasota County area would
be impaired absent the association.
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,
specializing in providing investment and research services to financial
institutions. 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 invest-
ment advisor pro-rata to each fund. Subscribed services currently being
provided by LJR include economic advice and counsel of A.B. Laffer & Associ-
ates, 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 calendar year approximated $10,710. LJR has been selected
to transact security purchases and sales for C/FUNDS GROUP, INC., (a) be-
cause 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 economic experts that would otherwise be unaf-
fordable 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 percentage 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.
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 Venice Golf & Country Club on
Center Road in Venice, Florida on Monday, March 31, 1997 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
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 Venice Golf & Country Club on
Center Road in Venice, Florida on Monday, March 31, 1997 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
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 Venice Golf & Country Club on
Center Road in Venice, Florida on Monday, March 31, 1997 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
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 Venice Golf & Country Club on
Center Road in Venice, Florida on Monday, March 31, 1997 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
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
Association Reserve Fund series of C/Funds Group, Inc to be held at the
Venice Golf & Country Club on Center Road in Venice, Florida on Monday,
March 31, 1997 at 9:00a.m. and at any adjournment or adjournments thereof,
according to the numberof 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 Venice Golf & Country Club
on Center Road in Venice, Florida on Monday, March 31, 1997 at 9:00a.m.
and at any adjournment or adjournments thereof, according to the numberof
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
