NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND 1998 PROXY STATEMENT
OF
C/FUNDS GROUP, INC.
Dated: March 13, 1998
The Annual Meeting of Shareholders of C/FUNDS GROUP, INC., has been
scheduled to be held on MONDAY, April 13, 1998, AT 8:30 A.M. AT
CALDWELL TRUST COMPANY, 201 Center Road, Suite 2, Venice, Florida
just east of the intersection of Business Bypass 41 and Center Road.
Following the Meeting of Shareholders at that address, a panel
discussion by well-known financial analysts including Robert Stovall
and Paul Kangas will be held at 1030 A.M. the Venice Golf and
Country Club, located off of Center Road approximately 3.2 miles
east of the Caldwell Trust Company office.
All fund series shareholders are urged to attend the Meeting of
Shareholders 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 9, 1998 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
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 13, 1998. 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.
The enclosed proxy is solicited on behalf of the Board of Directors.
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, each of whom are listed below, presently serve as members
of the Board of Directors. Mr. Donovan, Ms. Pecheux, and Mr. Weber
each served for the last calendar year. Mr. Caldwell and Mr.
Chittock served out positions vacated during the year. Two of the
five individual director nominees are deemed "interested" directors,
as defined by regulations. These are Mr. Caldwell, who is President
and director of the Company, and his sister Ms. 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 members 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 Primary Occupation
Company
William L. Donovan Chairman, Director Retired. Investments
736 Brightside Crescent Non-Interested & Real Estate; For-
Venice, FL 34293 mer VP Gately Shops,
Inc., Grosse Pointe,
MI
R. G. "Kelly" Caldwell, President President, C/Funds
Jr.(*) Interested Direc- Group, Inc.; Presi-
250 Tampa Ave. West tor dent, Omnivest Re-
Venice, FL 34285 search Copr.; Sec-
retary and Treasur-
er, Trust Companies
of America, Inc.;
Secretary and Trea-
surer, Caldwell
Trust Company, Ven-
ice, FL
D. Bruce Chittock Director, Non- Industrial Engin-
19625 Cats Den Road Interested eer, Equipment for
Chagrin Falls, OH 44023 Industry, Inc.,
Cleveland, OH
Deborach C. Pecheux(*) Interested Dir- VP CareVu Corp,
1911 Oakhurst Pkwy. tor Houston, TX; Former
Houston, TX 77479 Sr. Project Engin-
eer, Ferranti Intl.
Houston, TX
Emmett V. Weber Director, Non- Captain(ret.) USAIR
3411 Bayou Sound Interested Group, Inc., Pitts-
Longboat Key, FL 34228-3011 burgh, PA
(*) Interested persons as defined under the 1940 Act
The non-interested Directors of the Company are the only persons
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. Non-interested directors received the following in
calendar year 1997.
Non-Interested Director Compensation
William L. Donovan1 $4,300.00
Emmett Weber1 $4,300.00
Bruce Chittock2 $3,200.00
1 Amount Shown is for Entire Fiscal Year.
2 Amount Shown is for the Final Three Quarters of Fiscal Year.
OTHER INFORMATION
The Company's Investment Advisor is Omnivest Research Corporation
("ORC"), 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. R. G. "Kelly" Caldwell, Jr.
serves as President 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 March 31, 1997, at the
Venice Golf & Country Club, Venice, Florida and at that meeting the
shareholders 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 308,360 196,721 63.8%
C/Growth Stock 174,098 134,279 77.1%
Adams Equity 81,241 57,089 70.3%
C/Government 450,745 318,305 70.6%
C/Tax-Free 423,028 385,476 91.1%
C/Comm Association 64,259 53,865 83.8%
Total 1,501,731 1,145,735 76.3%
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 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 $139,453. 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) 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 is of the opinion
that it would be 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 transactions 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
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
calendar year approximated $22,140. 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 economic 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 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:
R. G. "Kelly" Caldwell, Jr.
President
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 Caldwell Trust Company at 201 Center Road, Suite 2, in Venice,
Florida on Monday, April 13, 1998 at 8:30a.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 William L. Donovan, R. G. "Kelly"
Caldwell, Jr., Bruce Chittock, Deborah C.
Pecheux, and Emmett V. Weber 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
Fund:
Account Number:
Number of Shares:
Account Owner:
Account Description:
Address:
If your account requires two signatures, two authorized signatures
must appear on this proxy.
Please 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 Caldwell Trust Company at 201 Center Road,
Suite 2, in Venice, Florida on Monday, April 13, 1998 at 8:30a.m.
and at any adjournmentor adjournments thereof, according to the
number of whole sharesthat the undersigned would be entitled to
vote if then personallypresent, 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 William L. Donovan, R. G. "Kelly"
Caldwell, Jr., Bruce Chittock, Deborah C.
Pecheux, and Emmett V. Weber 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
Fund:
Account Number:
Number of Shares:
Account Owner:
Account Description:
Address:
If your account requires two signatures, two authorized signatures
must appear on this proxy.
Please 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 Caldwell Trust Company at 201 Center Road,
Suite 2, in Venice, Florida on Monday, April 13, 1998 at 8:30a.m.
and at any adjournmentor adjournments thereof, according to the
number of whole sharesthat the undersigned would be entitled to
vote if then personallypresent, 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 William L. Donovan, R. G. "Kelly"
Caldwell, Jr., Bruce Chittock, Deborah C.
Pecheux, and Emmett V. Weber 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
Fund:
Account Number:
Number of Shares:
Account Owner:
Account Description:
Address:
If your account requires two signatures, two authorized signatures
must appear on this proxy.
Please 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 Caldwell Trust Company at 201 Center Road,
Suite 2, in Venice, Florida on Monday, April 13, 1998 at 8:30a.m.
and at any adjournmentor adjournments thereof, according to the
number of whole sharesthat the undersigned would be entitled to
vote if then personallypresent, 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 William L. Donovan, R. G. "Kelly"
Caldwell, Jr., Bruce Chittock, Deborah C.
Pecheux, and Emmett V. Weber 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
Fund:
Account Number:
Number of Shares:
Account Owner:
Account Description:
Address:
If your account requires two signatures, two authorized signatures
must appear on this proxy.
Please 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 Caldwell Trust Company at
201 Center Road, Suite 2, in Venice, Florida on Monday, April 13,
1998 at 8:30a.m. and at any adjournment or adjournments thereof,
according to the number of whole sharesthat 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 William L. Donovan, R. G. "Kelly"
Caldwell, Jr., Bruce Chittock, Deborah C.
Pecheux, and Emmett V. Weber 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
Fund:
Account Number:
Number of Shares:
Account Owner:
Account Description:
Address:
If your account requires two signatures, two authorized signatures
must appear on this proxy.
Please 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 Caldwell Trust Company at 201 Center Road, Suite 2,
in Venice, Florida on Monday, April 13, 1998 at 8:30a.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 William L. Donovan, R. G. "Kelly"
Caldwell, Jr., Bruce Chittock, Deborah C.
Pecheux, and Emmett V. Weber 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
Fund:
Account Number:
Number of Shares:
Account Owner:
Account Description:
Address:
If your account requires two signatures, two authorized signatures
must appear on this proxy.
Please return this form to C/Funds Group, P. O. Box 622, Venice
Florida 34284-0622
BBF
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 Beebe Fund series of C/Funds Group, Inc. to be
held at Caldwell Trust Company at 201 Center Road, Suite 2, in
Venice, Florida on Monday, April 13, 1998 at 8:30 a.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 William L. Donovan, R. G. "Kelly"
Caldwell, Jr., Bruce Chittock, Deborah C.
Pecheux, and Emmett V. Weber 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
Fund:
Account Number:
Number of Shares:
Account Owner:
Account Description:
Address:
If your account requires two signatures, two authorized signatures
must appear on this proxy.
Please return this form to C/Funds Group, P. O. Box 622, Venice
Florida 34284-0622
