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:
[ X ] Preliminary Proxy Statement
[ ]Confidential, for Use of the Commission only (as permitted
by Rule 14a-6(e)(2))
[ ]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to 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:
____________________________________________________
____________________________________________________
[ ]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 9, 1998
Dear C/Funds 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 9, 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 <<number of shares on
record date>> 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 AND THE DISTRIBUTION OF ALL 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 Company
and 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 $750,000.
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.
Prior to or as part of the liquidation process, 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 your choice. Exchanges or
redemptions of Shareholders who complete the attached proceeds
instruction card will be processed only upon the liquidation of
the Fund. Shareholders may implement an exchange or redemption
order prior to the liquidation by calling 1-800-383-9477 (or by
following the instructions in the Fund's prospectus for exchanges
or redemptions by mail).
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.
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 who 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 <<number of 5% persons>>
Shareholders of the Fund who were beneficial owners of more than
5% of the Fund's outstanding voting securities. Those
Shareholders will receive as a part of this Proxy mailing a 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 9, 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
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
AN 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:
___________________________________________
(Attach Application and/or Account Transfer Form From
the Desired Mutual Fund - Please call 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.
PLEASE COMPLETE THIS PROCEEDS INSTRUCTION CARD
AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE
ALONG WITH YOUR SIGNED AND DATED PROXY.
