NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND 1999 PROXY STATEMENT
OF
C/FUNDS GROUP, INC.
Dated: March 17, 1999
The Annual Meeting of Shareholders of C/FUNDS GROUP, INC., has been
scheduled to be held on Friday, April 9, 1999, at 2:00 P.M. at CALDWELL
TRUST COMPANY, 201 Center Road, Suite 2, Venice, Florida just east of
the intersection of Business Bypass 41 and Center Road.
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. Ratification of independent auditor selection,
c. Ratification of investment advisory contract renewals, and
d. Any other business as may properly come before the meeting.
Shareholders of record at the close of business on March 12, 1999, 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. As of the record date, the
total number of shares outstanding for each fund series were:
Fund Outstanding
C/Fund 378,172
C/Growth Stock 208,541
C/Government 1,035,457
C/Community Association Reserve 71,274
Adams Equity 39,573
Total 1,733,017
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 9, 1999. 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.
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 and each served for the last calendar year. Two of the
five 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/FUNDS 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:
Fund
Position with Series
Name and Address Company, Length Age, Primary Occupation Shares
of Directorship Owned
as of
03/12/99
William L. Donovan Chairman, Age 79. Retired. C/Fund:
627 Padget Court Director, Non- Investments & Real 515
Venice, FL 34293 Interested; Estate; Former VP
Since 1984. Gately Shopes, Inc.,
Gross Pointe, MI.
R. G. "Kelly" President, Age 32. President, C/Fund:
Caldwell, Jr. (*) Interested C/Funds Group, Inc.; 298
3320 Hardee Drive Director; Since President, Omnivest C/Growth:
Venice, FL 34929 1998. Research Corp.; 441
President, Trust
Companies of America,
Inc.; Secretary and
Treasurer, Caldwell
Trust Company, Venice,
FL.
D. Bruce Chittock Director, Non- Age 64. Industrial C/Fund:
19625 Cats Den Interested; Engineer, Equipment for 4,077
Road Since 1997. Industry, Inc.,
Chagrin Falls, OH Cleveland, OH.
44023
Deborah C. Pecheux Interested Age 42. VP, CareVu C/Fund:
(*) Director; Since Corp., Houston, TX; 998
1911 Oakhurst 1992. Former Sr. Project
Pkwy. Engineer, Ferranti
Sugarland, TX Intl., Houston, TX.
77479
Emmett V. Weber Director, Non- Age 67. Captain None
3411 Bayou Sound Interested; (ret.), USAir Group,
Longboat Key, FL Since 1993. Inc., Pittsburgh, PA.
34228
(*) 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.
Three meetings were held in 1998 and all directors attended all
meetings. Non-interested directors received the following compensation
in calendar year 1998.
Non-Interested
Director Compensation
William L. Donovan $4,300.00
Emmett V. Weber $4,300.00
D. Bruce Chittock $4,300.00
INDEPENDENT AUDITORS
The Board of Directors, including all non-interested directors, has
selected the CPA firm of Gregory, Sharer & Stuart to serve as
independent accountants for the Company for the fiscal year ending
December 31, 1999. This firm acted as auditors for the Company for the
fiscal year ended December 31, 1998. Gregory, Sharer & Stuart was
selected based upon the skill and expertise of the firm.
INVESTMENT ADVISOR
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.
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 $176,602.
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 have 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 Board of Directors recommends renewal of the investment advisory
contract with Omnivest Research Corporation for the following reasons:
(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.
OTHER INFORMATION
The last Annual Meeting of Shareholders of all fund series took place
on April 13, 1998, at Caldwell Trust Company, Venice, Florida and at
that meeting the shareholders approved and ratified the (1) election of
directors, (2) appointment of Gregory, Sharer and Stuart, CPA as
auditors, and (3) renewal of all investment advisor contracts for all
series with Omnivest Research Corporation for the next year. The
results by series are tabulated below:
Series Outstanding Voted FOR Percent
C/Fund 346,126 248,415 71.77%
C/Growth Stock 186,990 159,006 85.03%
C/Government 512,360 450,004 87.83%
C/Tax-Free 321,355 308,866 96.11%
C/Community 87,255 71,909 82.41%
Association Reserve
Adams Equity 94,469 70,589 74.72%
Beebe 76,633 44,026 57.45%
Total 1,625,188 1,352,815 83.24%
It is the practice of C/FUNDS GROUP, INC., to allocate brokerage
commissions to the best advantage of its shareholders. Lynch Jones &
Ryan, ("LJR") of New York, one of the largest institutional brokerage
firms in the United States, specializes 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. 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. In 1998, approximately 98% of all
brokerage dollars were paid to LJR, with the remainder paid to William
R. Hough & Company, which specializes in financial securities, and
which assisted in liquidating the financial sector Beebe Fund series.
Total commissions paid by C/FUNDS GROUP, INC. in the last calendar year
aggregated $40,957.
Signed:
//signature//
Lyn B. Braswell
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 Robert J. Hodgson and Suzanne B. Thacker
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 Friday, April 9, 1999 at 2:00 p.m. and at any adjourn-
ment or adjournments thereof, according to the number of whole
shares that the undersigned would be entitled to vote if then per-
sonally 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
[ ] [ ] [ ] (1) Election of William L. Donovan, R. G.
"Kelly" Caldwell, Jr., D. 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.]
[ ] [ ] [ ] (2) Appointment of the firm Gregory, Sharer &
Stuart CPAs as the independent public
accountants.
[ ] [ ] [ ] (3) Renewal of investment advisory contract.
[ ] [ ] [ ] (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
C/Funds Group, Inc.
P.O. Box 622
Venice, FL 34284-0622
(941) 488-6772
(800) 338-9477
STK
PROXY
Know All Men By These Presents: That the undersigned hereby
constitutes and appoints Robert J. Hodgson and Suzanne B. Thacker
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 Friday, April 9, 1999 at 2:00 p.m.
and at any adjournment or adjournments thereof, according to the
number of whole shares that the u ndersigned 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
[ ] [ ] [ ] (1) Election of William L. Donovan, R. G.
"Kelly" Caldwell, Jr., D. 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.]
[ ] [ ] [ ] (2) Appointment of the firm Gregory, Sharer &
Stuart CPAs as the independent public
accountants.
[ ] [ ] [ ] (3) Renewal of investment advisory contract.
[ ] [ ] [ ] (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
C/Funds Group, Inc.
P.O. Box 622
Venice, FL 34284-0622
(941) 488-6772
(800) 338-9477
GOV
PROXY
Know All Men By These Presents: That the undersigned hereby
constitutes and appoints Robert J. Hodgson and Suzanne B. Thacker
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 Friday, April 9, 1999 at 2:00 p.m.
and at any adjournment or adjournments thereof, according to the
number of whole shares that the u ndersigned 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
[ ] [ ] [ ] (1) Election of William L. Donovan, R. G.
"Kelly" Caldwell, Jr., D. 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.]
[ ] [ ] [ ] (2) Appointment of the firm Gregory, Sharer &
Stuart CPAs as the independent public
accountants.
[ ] [ ] [ ] (3) Renewal of investment advisory contract.
[ ] [ ] [ ] (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
C/Funds Group, Inc.
P.O. Box 622
Venice, FL 34284-0622
(941) 488-6772
(800) 338-9477
CAR
PROXY
Know All Men By These Presents: That the undersigned hereby
constitutes and appoints Robert J. Hodgson and Suzanne B. Thacker
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 Friday, April 9, 1999 at
2:00 p.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
[ ] [ ] [ ] (1) Election of William L. Donovan, R. G.
"Kelly" Caldwell, Jr., D. 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.]
[ ] [ ] [ ] (2) Appointment of the firm Gregory, Sharer &
Stuart CPAs as the independent public
accountants.
[ ] [ ] [ ] (3) Renewal of investment advisory contract.
[ ] [ ] [ ] (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
C/Funds Group, Inc.
P.O. Box 622
Venice, FL 34284-0622
(941) 488-6772
(800) 338-9477
AEF
PROXY
Know All Men By These Presents: That the undersigned hereby
constitutes and appoints Robert J. Hodgson and Suzanne B. Thacker
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 Friday, April 9, 1999 at 2:00 p.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
[ ] [ ] [ ] (1) Election of William L. Donovan, R. G.
"Kelly" Caldwell, Jr., D. 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.]
[ ] [ ] [ ] (2) Appointment of the firm Gregory, Sharer &
Stuart CPAs as the independent public
accountants.
[ ] [ ] [ ] (3) Renewal of investment advisory contract.
[ ] [ ] [ ] (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
