Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant [ X ]
Filed by a party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted
by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
___________________________________________________________
(Name of Registrant as Specified In Its Charter)
C/FUNDS GROUP, INC.
Name of person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) 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 with 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:
____________________________________________________
[C/FUNDS LOGO]
C/FUNDS GROUP, INC.
P. O. Box 622
Venice, Florida 34284-0622
December 12, 1998
Dear Beebe Fund Investor,
A short while ago, the Fund's Board of Directors approved a plan to
liquidate the Beebe Fund (the "Fund"). There were several reasons
for making the decision to liquidate the Fund, including the facts
that the knowledge held by its deceased Manager was irreplaceable
and the Fund is of such a small size that it cannot operate
efficiently.
Enclosed you'll find the proxy materials needed to vote on this
proposed liquidation, as well as more detailed information on the
plan and our reasons for the liquidation.
YOUR VOTE IS VITAL IN THIS PROCESS, SO PLEASE BE SURE TO COMPLETE
AND RETURN THE PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE AS SOON
AS POSSIBLE.
If you have any questions regarding the proxy, please contact a
C/Funds representative at 1-800-338-9477. If we don't receive your
vote, a C/Funds representative may be contacting you by phone.
Keep in mind, if you and your fellow investors decide in favor of
liquidating the Fund, you'll have the choice of either exchanging
the shares in your account to another C/Funds Group fund or other
qualified mutual fund, receiving a check for the value of your
shares, or a distribution in kind. (Carefully read the information
contained in PRINCIPAL HOLDERS OF VOTING SECURITIES section of this
Proxy Statement for special requirements involved when choosing
distribution in kind.)
We truly value you as a C/Funds investor, so we hope you'll choose
to exchange your shares to another C/Funds Group fund. If you
decide to do so, please consult the enclosed Prospectus.
Please note that you don't have to wait for completion of the Fund's
liquidation (scheduled for December 30, 1998) to exchange or redeem
your shares. You can make your request at any time by simply
calling a C/Funds representative at 1-800-338-9477.
REMEMBER, WE STILL NEED TO RECEIVE YOUR VOTE IF YOU CHOOSE TO DO
THIS.
We apologize for any inconvenience this may cause you, but we truly
believe that in making this decision, we're acting with your best
interests in mind.
Sincerely,
Lyn B. Braswell
Secretary
This material must be preceded or accompanied by a C/Funds Group,
Inc. Prospectus.
Please consult it carefully before investing.
BEEBE FUND
P. O. Box 622
Venice, Florida 34284-0622
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 22, 1998
A Special Meeting of Shareholders of the BEEBE FUND (THE "FUND") OF
C/FUNDS GROUP, INC. (THE "COMPANY") will be held at the offices of
the Fund's custodian, Caldwell Trust Company at 201 Center Road,
Suite Two, Venice Florida on December 22, 1998 at 9:00 a.m. Eastern
Time, or at such adjourned time as may be necessary to vote (the
"Meeting") for the following purposes:
1.To adopt a Plan of Complete Liquidation (the "Plan") providing
for the liquidation of the Fund's assets and the distribution of all
of the proceeds of such liquidation, which will be in cash or kind,
less an amount to be provided for debts and liabilities of the Fund,
to the Shareholders of the Fund; and
2.To transact such other business as may properly come before the
Meeting.
Shareholders of record of the Fund at the close of business on
December 8, 1998 (the "Record Date") will be entitled to vote at the
Meeting. Each share of the Fund, with the exception of fractional
shares, is entitled to one vote.
By direction of the Board of Directors,
Lyn B. Braswell,
Secretary
Venice, Florida
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO
DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING STAMPED
ENVELOPE. IN ORDER TO AVOID UNNECESSARY DELAY, WE ASK YOUR
COOPERATION IN MAILING THE PROXY PROMPTLY.
PROXY STATEMENT
BEEBE FUND
P. O. Box 622
Venice, Florida 34284-0622
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 22, 1998
This Proxy Statement and enclosed form of proxy are furnished in
connection with the solicitation of proxies by and on behalf of the
Board of Directors of the Company to be used at a Special Meeting of
Shareholders of the Fund to be held at the offices of Caldwell Trust
Company, 201 Center Road, Suite Two, Venice, Florida 34292, on
December 22, 1998, at 9:00 a.m. Eastern Time, or at any adjournment
or adjournments thereof (the "Meeting"), for the purposes set forth
in the accompanying Notice.
This Proxy Statement and the form of proxy are being mailed to
shareholders on or about December 11, 1998. Any shareholder giving
a proxy has the power to revoke it by mail (addressed to the
President of the Company at the address set forth above) or in
person at the Meeting, by executing a superseding proxy or by
submitting a notice of revocation to the Fund. All properly
executed and unrevoked proxies received in time for the Meeting will
be voted as specified in the proxy or, if no specification is made,
for each proposal referred to in the proxy statement.
Holders of record of the shares of beneficial interest of the Fund
at the close of business on December 8, 1998 (the "Record Date")
will be entitled to vote on each proposal presented at the Meeting.
On the Record Date, there were 80,055 shares ("Shares") of the Fund
outstanding. Each Share of the Fund, excepting fractional shares,
is entitled to one vote.
COPIES OF THE FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE
AVAILABLE UPON REQUEST AND WITHOUT CHARGE BY CALLING THE FUND AT 1-
800-383-9477 OR WRITING THE FUND AT THE ADDRESS FIRST SET FORTH
ABOVE.
PROPOSAL 1
TO ADOPT A PLAN OF COMPLETE LIQUIDATION ("PLAN") PROVIDING FOR THE
LIQUIDATION OF THE FUND'S ASSETS, THE SATISFACTION OF ALL THE FUND'S
OUTSTANDING OBLIGATIONS, AND DISTRIBUTION OF THE PROCEEDS OF SUCH
LIQUIDATION
THE PROPOSED PLAN OF COMPLETE LIQUIDATION
At a meeting of the Board of Directors of the Company held on
November 27, 1998, the Board approved a resolution to recommend to
the Fund's shareholders that the Fund be liquidated in accordance
with the Plan. A copy of the Plan is attached as Exhibit A to this
Proxy Statement. All descriptions of the Plan in this Proxy
Statement are qualified in their entirety by reference to such Plan.
The Fund is a series of the Company, which is organized as a
corporation under Florida law. If the Plan is adopted by the Fund's
shareholders, the Board and officers will proceed on behalf of the
Fund to implement the provisions of the Plan as expeditiously as
they deem practicable and in accordance with Florida law. Such
action will include, among other things, distribution to the
shareholders of the Fund's assets, which will be reduced to cash,
and termination of the Fund. All costs of the liquidation of the
Fund (other than any costs incurred by the Fund in selling its
portfolio securities) will be borne by the Fund's Advisor, Omnivest
Research Corporation.
BACKGROUND OF AND REASON FOR THE PLAN
The Fund began operation in December, 1997, managed by Samuel J.
Beebe, a man uniquely suited to establish and build a financial
sector fund by virtue of his extensive background in analyzing
companies in the financial industry over many years. His experience
and in-depth industry knowledge was the catalyst for starting the
fund and essential to its growth. Tragically, Mr. Beebe died in
June, 1998, at which point the Company and its Advisor elected to
close the Fund to new investors.
On the widely publicized news of the Fund manager's death, many
shareholders elected to sell their shares in the Fund. All efforts
were made to process those redemptions while protecting the
interests of Shareholders remaining in the Fund. As of the Record
date, the Fund had net assets of approximately $739,000. In the
opinion of the Company and the Board, the loss of Mr. Beebe, the
small size of the Fund and the recent market weakness in the
financial industry stocks further reduces the likelihood that this
Fund could attract new money from investors.
The Board also considered the alternative of merging or reorganizing
the Fund into another sector fund. The effort to have the Fund's
management taken over by another Investment Management Company with
experience in financial industry funds failed because of Fund size
and performance. In addition, the Board of Directors considered
the tax implications to shareholders of the liquidation, as
discussed under "General Tax Consequences."
The Company has concluded that because of these factors, the Fund
will not ultimately produce the benefits for Shareholders of a
viable and competitive mutual fund. At a meeting on November 27,
1998, the Board, after considering all the factors including those
discussed above, approved the Plan for submission to shareholders
for adoption. Accordingly, the Company recommends that the Fund be
liquidated.
As a part of the liquidation process, or prior to it, Shareholders
of the Fund will be permitted to redeem their Fund Shares or
exchange them for shares of any other C/Funds fund (copies of the
prospectuses for these funds are included with these materials) or
any other qualified mutual fund of the Shareholder's choice.
DESCRIPTION OF THE PLAN
The Plan will require the Fund to cease all business activities,
except for the purposes of winding up its business and affairs,
preserving the value of the Fund's assets, and distributing the
proceeds derived from the sale of the Fund's assets to shareholders
in accordance with the provisions of the Plan. Nevertheless, the
Plan permits the Fund to continue to carry on its activities as a
series of an investment company, as described in its current
prospectus, with regard to existing shareholders and assets, until
the final distribution to shareholders is made. The Plan directs
the Fund to cause the liquidation of its assets to cash through the
sale of its investments as soon as practicable, depending on market
conditions and consistent with the terms of the Plan, and to pay or
provide for the payment of all outstanding obligations, taxes and
other accrued or contingent liabilities.
The Plan further requires the officers of the Company on behalf of
the Fund to arrange for the distribution of the cash proceeds
derived from the sale of the Fund's net assets to the shareholders
on a pro rata basis. Such distribution shall be made to each
shareholder by check, or shareholders who so elect may exercise the
exchange privilege and exchange Shares of the Fund for shares of
other C/Funds Group funds, prior to, or at the time of, the
liquidation. If adopted by shareholders at the Meeting, the
liquidation and distribution are expected to occur on or about
December 30, 1998.
To receive redemptions or make exchanges as a part of the
liquidation, Shareholders should complete and return the attached
proceeds instruction card. Such redemptions and exchanges will be
processed only upon the liquidation of the Fund.
To receive redemptions or make exchanges prior to the liquidation,
Shareholders should return the attached proxy but should NOT return
the attached proceeds instruction card. Instead, they should call 1-
800-383-9477 for information (or follow the instructions in the
Fund's prospectus for exchanges or redemptions by mail).
The officers of the Company on behalf of the Fund are authorized to
perform such acts as are necessary, desirable or convenient to carry
out the details of the Plan, and to execute, acknowledge and deliver
any and all documents necessary to liquidate the net assets of the
Fund and to otherwise carry out the Plan. The Board may terminate
the Plan and abandon the liquidation, notwithstanding adoption by
shareholders, at any time prior to final distribution of cash to
shareholders if, in the judgment of the Board, the facts and
circumstances make proceeding with the Plan inadvisable.
If the Plan is not adopted, the Company presently intends to re-
propose a plan of liquidation.
GENERAL FEDERAL INCOME TAX CONSEQUENCES
The following is only a general summary of the federal income tax
consequences of the Plan to shareholders who are United States
citizens. The summary does not address the federal income tax
consequences to shareholders that are corporations, companies,
estates, tax-exempt organizations or non-U.S. citizens.
SHAREHOLDERS SHOULD CONSULT WITH THEIR OWN TAX ADVISERS FOR ADVICE
REGARDING THE APPLICATION OF CURRENT FEDERAL TAX LAW IN THEIR
PARTICULAR SITUATIONS AND WITH RESPECT TO STATE, LOCAL, FOREIGN, AND
OTHER TAX CONSEQUENCES OF THE PLAN.
The Fund is a sector mutual fund. For the calendar year 1998, no
distributions of any kind have been made. Any net realized capital
gains are declared and paid annually. As a general rule, the
liquidation distribution paid to each shareholder will be treated
for federal income tax purposes as a payment in exchange for the
shareholder's Shares. Thus, a shareholder who is a United States
resident or citizen will be taxed only to the extent that the
distribution exceeds his or her basis in such Shares; if the amount
received is less than his or her basis, the shareholder will realize
a loss. Such gain or loss will be a capital gain or capital loss if
the shareholder's Shares are held as capital assets, but certain
exemptions may apply.
Shareholders who realize a capital loss on the distribution may be
able to use that capital loss to offset other taxable capital gains,
plus for noncorporate shareholders, up to $3,000 of ordinary income.
Capital losses of noncorporate shareholders that exceed this limit
may be carried forward indefinitely. Shareholders should consult
with their individual tax advisers to determine if they will have a
loss on the liquidation of the Fund and whether they are eligible
for such tax treatment. Any loss recognized on Shares held for six
months or less will be treated as long-term capital loss to the
extent that the shareholder has received any long-term capital gain
dividends on such Shares.
Further information concerning the sources of the funds distributed
to shareholders will be forwarded with the liquidating distribution.
Under the Internal Revenue Code, some shareholders may be subject to
a 31% withholding tax on their liquidating distributions ("backup
withholding"). Generally, shareholders subject to a backup
withholding will be those for whom a certified taxpayer
identification number is not on file with the Fund or who the
Internal Revenue Service has identified as having furnished an
incorrect number or as having failed to report interest or dividend
income on their tax returns. If you feel you may be subject to
backup withholding, please call the Fund at 800-338-9477.
There may be additional tax consequences for shareholders holding
Shares of the Fund in IRAs who do not elect to transfer their shares
to another qualified custodian. In this situation, the amount
received by the beneficiary will constitute a taxable distribution;
and if the beneficiary has not attained 59-1/2 years of age, such
distribution will generally constitute a premature distribution
subject to a 10% penalty tax. This penalty tax is in addition to
the beneficiary's regular federal income tax. However,
beneficiaries who receive a distribution from their IRAs or Keogh
Plans on account of the liquidation of the Fund may be able to avoid
the above-described taxes and characterize the receipt of the
liquidating distribution as a tax-free distribution if, within 60
days of receipt of the liquidating distribution, it is "rolled over"
into another IRA or an otherwise qualifying retirement plan. If the
shareholder holds Shares in an IRA, the shareholder may only make a
rollover to another IRA if the shareholder has not made a tax-free
rollover from his IRA during the one-year period preceding the
receipt of the liquidating distribution. Such a rollover will not
generate a deduction for the current year. Tax results will vary
depending upon the status of each beneficiary, and therefore each
beneficiary who receives a distribution from his IRA or Keogh Plan
on account of the liquidation of the Fund must consult with his own
tax adviser regarding his personal tax results in this matter.
Trustees of IRAs and Keogh Plans are required by law to withhold 20%
of the taxable portion of any distribution that is eligible to be
"rolled over." This 20% withholding requirement does not apply to
distributions from IRAs or any part of a distribution that is
transferred directly to another qualified retirement plan, 403(b)(7)
account or IRA (i.e., an asset transfer). In addition, an asset
transfer is not subject to the one-year limitation on rollovers.
Shareholders should consult with their tax advisers regarding the
20% withholding requirement and asset transfers.
REQUIRED VOTE
Under the Investment Company Act of 1940 ("1940 Act"), a majority of
the outstanding Shares of the Fund is defined as 67% or more of the
voting securities of the Fund present at the Meeting, if the holders
of more than 50% of the outstanding voting securities of the Fund
are present or represented by proxy, or the vote of more than 50% of
the outstanding voting securities of the Fund, whichever is less.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE "NON-INTERESTED"
DIRECTORS, RECOMMEND THAT THE SHAREHOLDERS OF THE FUND VOTE FOR
ADOPTION OF THE PLAN.
MANNER OF VOTING PROXIES
In the event a quorum is not present at the Meeting or in the event
a quorum is present but sufficient votes to approve the proposal are
not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of
a majority of those Shares represented at the Meeting in person or
by proxy. If a quorum is present, the persons named as proxies will
vote those proxies that they are entitled to vote "FOR" Proposal 1
in favor of an adjournment and will vote those proxies required to
be voted "AGAINST" Proposal 1 against the adjournment. A quorum is
constituted by the presence in person or by proxy of the holders of
50% of the aggregate number of shares of the Fund entitled to vote
at the Meeting.
The expense of the preparation, printing and mailing of the enclosed
form of proxy, Notice and Proxy Statement and other expenses
relating to the Meeting (other than any costs incurred by the Fund
in selling its portfolio securities) will be borne by the Advisor,
Omnivest Research Corporation. To obtain the necessary
representation at the Meeting, supplementary solicitations may be
made by mail or telephone by employees of the Company at no expense
to Shareholders of the Fund.
INVESTMENT ADVISER AND DISTRIBUTOR
Omnivest Research Corporation, 250 Tampa Avenue West, Venice,
Florida 34285 serves at the Company's Investment Advisor. C/Funds
Group, Inc., P. O. Box 622, Venice, Florida 34284-0622, serves as
the Fund's Distributor.
PRINCIPAL HOLDERS OF VOTING SECURITIES
As of December 8, 1998, there were 10 Shareholders of the Fund who
were beneficial owners of more than 5% of the Fund's outstanding
voting securities ("Principal Holders"). Those Shareholders will
receive as a part of this Proxy mailing a PINK Notice of Principal
Holders, which informs them of their ownership position. Each
Principal Holder who elects to receive distribution in kind upon
liquidation of the Fund will be required to wait upon distribution
until an Application for Relief is reviewed and approved by the
Securities and Exchange Commission ("Commission"). It is possible
that, upon its review, the Commission could deny such a distribution
based on its own interpretation of governing rules in light of the
good of all Shareholders. The Company will inform each Principal
Holder of the Commission's decision immediately upon receipt, but
cannot specify how long the Commission's review will require. Any
Principal Holder who elects to receive cash or to transfer to
another C/Funds fund or any other qualified fund in the Liquidation
of the Fund, may do so without any such review or approval. As of
December 8, 1998, none of the Board or officers of the Company owned
Shares of the Fund.
INDEPENDENT ACCOUNTANTS
The Fund's Independent Accountants, Gregory, Sharer & Stuart, are
expected to be present at the Meeting to respond to shareholder
questions.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board does not intend to present any other business at the
Meeting, nor are they aware that any Shareholder intends to do so.
If, however, any other matters are properly brought before the
Meeting, the persons named in the accompanying proxy card will vote
on any other matter properly brought before the Meeting in
accordance with their judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY IN ORDER TO AVOID
UNNECESSARY DELAY AND COST. SHAREHOLDERS ARE THEREFORE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
December 11, 1998
C/FUNDS GROUP, INC.
EXHIBIT A
PLAN OF COMPLETE LIQUIDATION
C/FUNDS GROUP, INC. (the "Company"), a Florida Corporation, on
behalf of Beebe Fund (the "Fund"), shall proceed to a complete
liquidation of the Fund according to the procedures set forth in
this Plan of Complete Liquidation (the "Plan").
1.The Plan shall be approved by a majority of the Company's Board
of Directors (the "Board") and the Board shall direct that the Plan
be submitted to Shareholders of the Fund.
2.The Plan shall be submitted to the Shareholders of the Fund at a
meeting called for the purpose of considering the approval of the
Plan. Approval requires the affirmative vote of a majority of the
outstanding shares of the Fund, as defined in the Investment Company
Act of 1940. Upon such approval, the Plan shall be deemed to have
been adopted.
3.Upon adoption of the Plan, the Fund will not engage in any
business activities, except for the purposes of winding up its
business and affairs, preserving the value of the Fund's assets and
distributing the Fund's assets to shareholders in accordance with
the provisions of the Plan, provided, however, that the Fund may
continue to carry on its activities as a series of an investment
company, as described in its current prospectus, with regard to
existing shareholders, distribution and assets, until final
distribution to shareholders. The Fund shall cause the liquidation
of its assets to cash form as soon as practicable consistent with
the terms of the Plan, by sale or the holding to maturity of its
investments as the Company's officers and the Fund's Investment
Adviser shall determine to be advisable, and pay or provide for the
payment of all outstanding obligations, taxes and other accrued or
contingent liabilities. The Fund shall be deemed to have duly
provided for payment by remitting to the Fund's Investment Adviser
funds for such purposes.
4.The Company's officers shall arrange for the distribution of the
Fund's net assets to the shareholders of the Fund on a pro rata
basis. Such distribution shall be delivered to each shareholder, or
as may otherwise be directed by each of the shareholders, as soon as
practicable thereafter.
5.The officers of the Company on behalf of the Fund shall be, and
hereby are, authorized by the approval of the Plan by the Board and
Shareholders, to perform such acts as are necessary, desirable or
convenient to carry out the details of the Plan, to execute,
acknowledge and deliver any and all documents necessary to
distribute the net assets of the Fund and to carry out the Plan as
set forth herein. The officers of the Company on behalf of the Fund
shall file IRS Form 966 with the appropriate office of the Internal
Revenue Service no later than 30 days after the Plan is approved by
the shareholders of the Fund.
6.The Board may terminate the Plan and abandon the liquidation of
the Fund, notwithstanding adoption by Shareholders, at any time
prior to the final distribution of cash to Shareholders if, in the
judgment of the Board, the facts and circumstances make proceeding
with the Plan inadvisable.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
PLEASE SIGN, DATE AND RETURN YOUR PROXY TODAY!
BEEBE FUND
PROXY
SPECIAL MEETING OF SHAREHOLDERS
December 22, 1998
The undersigned hereby appoints Edrise L. Sievers and Daniel B.
Williams and each of them, his attorneys and proxies with full power
of substitution to vote and act with respect to all shares of the
Beebe Fund ("Fund") held by the undersigned at the Special Meeting
of Shareholders of the Fund to be held at 9:00 a.m., Eastern Time,
on December 22, 1998, at the offices of Caldwell Trust Company, 201
Center Road, Suite Two, Venice, Florida 34292, and at any
adjournment thereof (the "Meeting"), and instructs them to vote as
indicated on the matters referred to in the Proxy Statement for the
Meeting, receipt of which is hereby acknowledged, with discretionary
power to vote upon such other business as may properly come before
the Meeting.
Receipt of the Notice of Special Meeting and Proxy Statement is
hereby acknowledged.
This proxy must be signed by the beneficial owner of Fund Shares.
If signing as attorney, executor, guardian or in some representative
capacity or as an officer of a corporation, please add title as
such.
________________________________ _______________________________
Signature(s) of Shareholder(s) Signature(s) of Shareholder(s)
________________________________ ________________________________
Date Date
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMEND THAT YOU VOTE FOR ADOPTION OF THE
PLAN OF COMPLETE LIQUIDATION.
This proxy will be voted as specified. IF NO SPECIFICATION IS MADE,
THIS PROXY WILL BE VOTED FOR THE PROPOSAL TO ADOPT THE PLAN OF
COMPLETE LIQUIDATION.
For Against Abstain
1.Adoption of Plan of Completion [ ] [ ] [ ]
Liquidation
Account Number:
Number of Shares:
Account Owner:
Account Description:
Address:
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
C/FUNDS GROUP, INC.
BEEBE FUND
P. O. Box 622
Venice, Florida 34284-0622
PROCEEDS INSTRUCTION CARD
In the event that the Plan of Complete Liquidation of the Beebe Fund
(the "Fund") is approved by the Shareholders ("Shareholders") of the
Fund and implemented by the Board of Directors of C/Funds Group,
Inc. as is described more fully in the accompanying Proxy Statement,
your pro rata share of the cash proceeds resulting from the
liquidation of the Fund (the "Proceeds") will be invested in shares
of the fund indicated by you below or will be disbursed directly to
you by check. Please indicate how you would like to receive your
proceeds by checking the appropriate box. A copy of the Prospectus
for each of the funds that are open to new investors is enclosed.
Please read the Prospectus carefully before making your election.
NOTE: BY COMPLETING THIS CARD, YOUR EXCHANGE OR REDEMPTION WILL BE
PROCESSED ONLY UPON THE LIQUIDATION OF THE FUND. TO IMPLEMENT
EXCHANGE OR REDEMPTION PRIOR TO THE LIQUIDATION YOU MAY CALL A
C/FUNDS REPRESENTATIVE AT 1-800-338-3477. SEE THE FUND'S PROSPECTUS
FOR THE FEDERAL INCOME TAX CONSEQUENCES RELATED TO SUCH AN EXCHANGE
OR REDEMPTION.
1.[ ] Invest liquidation proceeds in shares of one of the
following:
[ ]C/Fund
[ ]C/Growth Stock Fund
[ ]Adams Equity Fund
[ ]C/Government Fund
[ ]Other Qualified Fund or Institution:
___________________________________________
(Attach Application and/or Account Transfer Form From
the Desired Mutual Fund or Institution. Please Call
800-338-9477 If You Have Any Questions.)
2.[ ] Receive liquidation proceeds by check.
3.[ ] Receive liquidation proceeds by distribution in kind.
IMPORTANT NOTICE TO THOSE SELECTING DISTRIBUTION IN KIND:
Beneficial owners of more that 5% of the Fund's outstanding
voting securities are considered Principal Holders of the
Fund. If you are a Principal Holder, you have received a
PINK Notice of Principal Holder along with this Proxy
Statement informing you of your ownership position. If you
are a Principal Holder, carefully read the PRINCIPAL HOLDERS
OF VOTING SECURITIES section of this Proxy Statement for
information regarding the requirement that your request for
distribution in kind be reviewed and approved by the
Securities and Exchange Commission. Please contact the Fund
at 800-338-9477 if you have interest in this form of
distribution.
Account Number:
Number of Shares:
Account Owner:
Account Description:
Address:
PLEASE COMPLETE THIS PROCEEDS INSTRUCTION CARD
AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE
ALONG WITH YOUR SIGNED AND DATED PROXY.
NOTICE TO PRINCIPAL HOLDERS
OF VOTING SECURITES
IN THE BEEBE FUND
As of the Record Date, December 8, 1998, you were the beneficial
owner of more than 5% of the outstanding voting securities of the
Beebe Fund and are therefore considered by law to be a Principal
Holder of the Fund.
If you request a distribution in kind upon liquidation of the Fund,
you will be required to wait upon distribution until an Application
for Relief is reviewed and approved by the Securities and Exchange
Commission. The Company cannot specify how long the Commission's
review will require.
If you elect to receive cash or to transfer to another C/Funds fund
or any other qualified fund in the Liquidation, you may do so
without any such review or approval.
Account Number:
Percentage Ownership:
Number of Shares:
Account Owner:
Account Description:
Address:
