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 n umber, 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 GROUP, INC. LOGO]
November 1, 1999
Dear Adams Equity Fund Investor:
A short while ago, the Fund's Board of Directors approved a plan
to liquidate the Adams Equity Fund (the "Fund"), primarily
because 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 or receiving a check for the value of your
shares.
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 November 29, 1999) 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.
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.
BECAUSE YOU WERE A SHAREHOLDER AS OF THE OCTOBER 14,
1999 DATE OF RECORD, WE NEED TO RECEIVE YOUR VOTE:
o WHETHER OR NOT YOU REQUEST A REDEMPTION OR EXCHANGE BEFORE
LIQUIDATION,
o AND EVEN IF YOU HAVE ALREADY REDEEMED OR EXCHANGED YOUR
SHARES WHEN YOU RECEIVE THIS STATEMENT OF PROXY.
Sincerely,
/signature/
Lyn B. Braswell
Secretary
This material must be preceded or accompanied by a C/Funds Group,
Inc. Prospectus.
Please consult it carefully before investing.
ADAMS EQUITY FUND
P. O. Box 622
Venice, Florida 34284-0622
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 18, 1999
A Special Meeting of Shareholders of the ADAMS EQUITY 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 November 18th 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, 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
October 14, 1999 (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,
/signature/
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
ADAMS EQUITY FUND
P. O. Box 622
Venice, Florida 34284-0622
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 18, 1999
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 November 18, 1999, 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 November 1, 1999. 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 October 14, 1999 (the "Record
Date") will be entitled to vote on each proposal presented at the
Meeting. On the Record Date, there were 26,998 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 BY 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
By written action of the Board of Directors of the Company dated
and effective on October 14, 1999, 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 Company and the Board of Directors believe that with net
assets of approximately $301,833 at October 14, 1999, the Fund is
too small to obtain efficiencies in investment operations.
Additionally, the Fund, along with other Small Capitalization
funds, has suffered from overall market weakness in that sector.
For these reasons, it is believed that the Fund likely will not
experience further material growth in assets in the foreseeable
future.
Therefore, the Company has concluded that the Fund will not
ultimately produce the benefits for Shareholders of a viable and
competitive mutual fund. On October 14, 1999, after considering
all the factors including those discussed above, the Board
approved the Plan for submission to shareholders for adoption and
directed the Company to cease offering Fund shares. 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 all costs of liquidation of
Fund assets, and all outstanding obligations, taxes, and other
accrued or contingent liabilities. At this time, the Fund knows
of no outstanding obligations, taxes or liabilities affecting its
assets or share price. Should any be discovered, they will be
borne by the Fund's Advisor, Omnivest Research Corporation. The
Adviser will also bear any and all expenses of the Solicitation
of Proxy, Special Meeting of Shareholders to vote on the Plan,
and any other Shareholder communication conducted regarding that
Proxy or Meeting. No payment of a Fund obligation or expense of
proxy borne by the Advisor will be charged directly or indirectly
to the Fund.
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
Special Meeting of Shareholders, the liquidation and distribution
are expected to occur on or about November 29, 1999.
To receive redemptions or make exchanges as a part of the
liquidation, Shareholders should complete and return the attached
proceeds instruction card along with their completed proxy. 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.
Any net realized capital gains are declared and paid annually.
For the calendar year 1999, no distributions of any kind have
been or will be made. 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.
Broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from
the beneficial owner or other persons entitled to vote Shares on
a particular matter with respect to which the brokers or nominees
do not have discretionary power) and abstentions will have the
same effect as Shares voted against Proposal 1. The Shares of
lost shareholders will be treated as abstentions and therefore
votes against Proposal 1.
Shareholders may revoke a submitted Proxy by forwarding a revised
completed and signed Proxy or in person by appearing at the
Special Meeting of Shareholders. Proceeds instructions may be
revoked by forwarding a revised completed and signed Proceeds
Instruction Card. New forms may be obtained by contacting the
Fund at the address or telephone number shown on the cover of
this Statement of Proxy.
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 and Administrator.
PRINCIPAL HOLDERS OF VOTING SECURITIES
As of October 14, 1999, there were five Shareholders of the Fund
who were beneficial owners of more than 5% of the Fund's
outstanding voting securities ("Principal Holders"). As of
October 14, 1999, none of the Board or officers of the Company
owned Shares of the Fund. Principal Holders of Adams Equity Fund
shares are:
Name and Shares Percent
Address Owned of Fund
Lee Burns 1,575 5.8%
612 Bird Bay Drive S., Venice, FL 34292
George H. Meyer 1,776 6.5%
700 John Ringling Blvd., Sarasota, FL 34236
Ted C. Van Antwerp 2,085 7.7%
216 Bahia Vista St., Sarasota, FL 34239
Sidney Katz 2,072 7.6%
455 Longboat Club Rd., Longboat Key, FL 34228
William L. Adams 9,944 36.9%
7339 Hawkins Rd., Sarasota, FL 34241
SUBMISSION OF SHAREHOLDER PROPOSALS
The Company holds its Annual Meeting of Shareholders in March or
April of each year. Shareholders wishing to submit proposals for
consideration for inclusion in a proxy statement for that meeting
should send their written proposals to the Secretary of the Trust
at the address set forth on the cover letter of this Proxy
Statement and the proposals must be received no later than the
1st of January before any such meeting. Any proposal submitted
after that date will be considered untimely and will not be
included in the proxy statement for such meeting.
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.
November 1, 1999
C/FUNDS GROUP, INC.
EXHIBIT A
PLAN OF COMPLETE LIQUIDATION
C/FUNDS GROUP, INC. (the "Company"), a Florida Corporation, on
behalf of Adams Equity 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 to pay all costs of liquidation of Fund
assets, and all outstanding obligations, taxes, and other
accrued or contingent liabilities. At this time, the Fund
knows of no outstanding obligations, taxes or liabilities
affecting its assets or share price. Should any be discovered,
they will be borne by the Fund's Advisor, Omnivest Research
Corporation. The Adviser will also bear any and all expenses
of the Solicitation of Proxy, Special Meeting of Shareholders
to vote on the Plan, and any other Shareholder communication
conducted regarding that Proxy or Meeting. No payment of a
Fund obligation or expense of proxy borne by the Advisor will
be charged directly or indirectly to the Fund.
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 a nd 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!
ADAMS EQUITY FUND
PROXY
SPECIAL MEETING OF SHAREHOLDERS
November 18, 1999
The undersigned hereby appoints Roland G. Caldwell, Jr. 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 Adams Equity 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 November 18, 1999, 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 Complete Liquidation [ ] [ ] [ ]
Account Number:
Number of Shares:
Account Owner:
Account Description:
Address:
To revoke a submitted Proxy, forward a revised completed and signed
Proxy or
appear in person at the Special Meeting of Shareholders.
Contact the Fund at the address or number shown on the cover of the
Statement of Proxy for a new form.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
C/FUNDS GROUP, INC.
ADAMS EQUITY FUND
P. O. Box 622, Venice, Florida 34284-0622
PROCEEDS INSTRUCTION CARD
In the event that the Plan of Complete Liquidation of the Adams Equity 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.
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 FOR INFORMATION. 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/Funds
Group, Inc. funds:
[ ] C/Fund
[ ] C/Growth Stock Fund
[ ] C/Government Fund
o To invest non-IRA proceeds, simply make a selection.
o To invest traditional or Roth IRA proceeds into an existing tradi-
tional or Roth IRA account, simply make a selection.
o To invest traditional or Roth IRA proceeds into a new traditional
or Roth IRA account, also complete both an application and a Form
5305 (enclosed).
2. [ ] Invest liquidation proceeds in shares of another Institution or
Fund.
o To invest non-IRA proceeds, also complete the following information:
Institution/Fund Name: ___________________________________________
Institution/Fund Account Name: ___________________________________
Institution/Fund Account Number: _________________________________
Institution/Fund Address: ________________________________________
_____________________________________________
o To invest traditional or Roth IRA proceeds into an existing
traditional or Roth IRA account, also contact the institution or
fund and request that they forward written instructions to C/Funds
Group, Inc. to transfer the proceeds to them. Upon receipt of these
instructions, C/Funds will forward a check payable to the new
custodian.
3. [ ] Receive liquidation proceeds by check.
o To receive non-IRA proceeds, simply make this selection.
o To receive traditional or Roth IRA proceeds, also complete Form
W-4P (enclosed) and return the bottom portion of Page 1 to C/Funds
Group, Inc. providing your withholding instructions, as this
option is considered a distribution to you.
_____________________________________ ___________________________________
Signature(s) of Shareholder(s) Signature(s) of Shareholder(s)
_____________________________________ ___________________________________
Date Date
Account Type/Number:
Number of Shares:
Account Owner:
Account Description:
Address:
To revoke a submitted Proceeds Instruction Card, forward a revised
completed and signed Card.
Contact the Fund at the address or number shown on the cover of the
Statement of Proxy for a new form.
PLEASE COMPLETE THIS PROCEEDS INSTRUCTION CARD
AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE
ALONG WITH YOUR SIGNED AND DATED PROXY.
