NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND 2000 PROXY STATEMENT
OF
C/FUNDS GROUP, INC.
Dated: March 31, 2000
The Annual Meeting of Shareholders of C/FUNDS GROUP, INC., has been
scheduled to be held on Friday, April 28, 2000, at 10:00 a.m., at
CALDWELL TRUST COMPANY, 201 Center Road, Suite 2, Venice, Florida just
east of the intersection of Business Bypass 41 and Center Road.
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 28, 2000, 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:
Outstanding
Fund Shares
C/Fund 389,651
C/Growth Stock 291,714
C/Government 920,380
C/Community Association Reserve 84,282
Total 1,686,027
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 on April 28, 2000. 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 Series
Position with Shares
Company, Owned as
Length of of March
Name and Address Directorship Age, Primary Occupation 28, 2000
William L. Chairman, Age 79. Retired. C/Fund:
Donovan Director, Non- Investments & Real 551
627 Padget Court Interested; Estate; Former VP
Venice, FL 34293 Since 1984. Gately Shoppes, Inc.,
Gross Pointe, MI.
R. G. "Kelly" President, Age 33. President, C/Fund:
Caldwell, Jr. (*) Interested C/Funds Group, Inc.; 387
3320 Hardee Drive Director; President, Omnivest C/Growth:
Venice, FL 34929 Since 1998. Research Corp.; 572
President, Trust
Companies of America,
Inc.; Secretary and
Treasurer, Caldwell
Trust Company, Venice,
FL.
D. Bruce Chittock Director, Non- Age 65. Industrial C/Fund:
19625 Cats Den Interested; Engineer, Equipment for 3,331
Road Since 1997. Industry, Inc., C/Growth:
Chagrin Falls, OH Cleveland, OH. 1,794
44023
Deborah C. Interested Age 43. VP, CareVu C/Fund:
Pecheux (*) Director; Corp., Houston, TX; 1,067
1911 Oakhurst Since 1992. Former Sr. Project
Pkwy. Engineer, Ferranti
Sugarland, TX Intl., Houston, TX.
77479
Emmett V. Weber Director, Non- Age 68. 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 $5,000 as an annual retainer plus $100 per meeting attended.
Three meetings were held in 1999 and all directors attended all
meetings. Non-interested directors received the following compensation
in calendar year 1999.
Non-Interested Director Compensation
William L. Donovan $5,300.00
Emmett V. Weber $5,300.00
D. Bruce Chittock $5,300.00
INDEPENDENT AUDITORS
The Board of Directors, including all non-interested directors,
recommends the CPA firm of Gregory, Sharer & Stuart to serve as
independent accountants for the Company for the fiscal year ending
December 31, 2000. This firm acted as auditors for the Company for the
fiscal year ended December 31, 1999. 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 $179,947.
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 9, 1999, 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:
Shares Total Percent
Outstanding Shares Shares
Voted Voted
Series FOR FOR
C/Fund 377,864 265,157 70.17%
C/Growth Stock 208,410 144,622 69.39%
C/Government 1,035,367 697,696 67.39%
C/Community Association Reserve 71,264 52,390 73.52%
Adams Equity 39,500 26,649 67.47%
Total 1,732,405 1,186,514 68.49%
The Company's policy is to allocate brokerage business to the best
advantage and benefit of its shareholders. The President of C/FUNDS
GROUP, INC. and its Investment Advisor are responsible for directing
all transactions through brokerage firms of its choice. All securities
transactions are made so as to obtain the most efficient execution at
the lowest transaction cost.
From 1986 to the end of 1999, C/FUNDS GROUP, INC. made all securities
transactions through large, non-retail brokerage firms specializing in
providing financial institutions and others with low cost security
transactions, third-party generated research services, and certain
specialized services for the direct benefit of shareholders of
regulated investment companies. At the end of 1999, C/FUNDS GROUP,
INC. began using a direct electronic link to an institutional broker
that charges $.03 per share for most trades and that does not provide
C/FUNDS GROUP, INC. with research services.
In 1999, approximately 98% of all brokerage dollars were paid to Lynch,
Jones & Ryan, with the remainder paid to Robinson-Humphrey. Total
commissions paid by C/FUNDS GROUP, INC. in the last calendar year
aggregated $30,663.
Signed:
Lyn B. Braswell
Secretary
C/Funds Group, Inc.
P.O. Box 622
Venice, FL 34284-0622
(941) 488-6772
(800) 338-9477
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 Edrise L. Sievers and Daniel B. Williams
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 28, 2000 at 10:00 a.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 Edrise L. Sievers and Daniel B. Williams
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 28, 2000 at 10:00 a.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 Edrise L. Sievers and Daniel B. Williams
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 28, 2000 at 10:00 a.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 Edrise L. Sievers and Daniel B. Williams
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 28, 2000
at 10:00 a.m. and at any adjournment or adjournments thereof,
according to the number of whole shares that the undersigned would
be entitled to vote if then personally present, upon the matters
and proposals set forth in the Proxy Statement and Notice of said
meeting.
This PROXY is solicited on behalf of the Board of Directors of
C/Funds Group, Inc. Management recommends a vote FOR all proposals.
Any proposal vote left blank on a signed form will be considered a
vote FOR that proposal. The undersigned agrees that said proxy may
vote all shares:
For Against Abstain
[ ] [ ] [ ] (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
