<PAGE>
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:
/ / Confidential, for
/ / Preliminary Proxy Statement use of the Commission
/X/ Definitive Proxy Statement only (as permitted by
/ / Definitive Additional Materials Rule 14a-6(e)(2)).
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Advance Capital I, Inc.
(Name of Registrant as Specified in Its Charter)
Kathy J. Harkleroad
(Name of Person Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2), or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
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 material.
/ / 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:
<PAGE>
ADVANCE CAPITAL I, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on July 26, 1996
_____________________________________________________________
The Annual Meeting of Shareholders of ADVANCE CAPITAL I,
INC. (the Company), will be held at the Radisson Hotel, 1500
Town Center, Southfield, Michigan, on July 26, 1996 at 10:00
A.M. (Eastern Daylight Time). The following matters will be
acted upon at that time:
1. To elect five Directors to hold office until the next
Annual Meeting of Shareholders or until their
successors have been elected and qualified;
2. To ratify the selection of Price Waterhouse LLP as
independent public accountants of the Company for the fiscal year
ending December 31, 1996;
3. To transact such other business as may properly come
before the meeting and any adjournments thereof.
Shareholders of record at the close of business on May 31,
1996, are entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
Kathy J. Harkleroad, Secretary
One Towne Square, Suite 444
Southfield, Michigan 48076
June 26, 1996
_______________________________________________________________________
YOUR VOTE IS IMPORTANT
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.
SHAREHOLDERS ARE URGED TO DESIGNATE THEIR CHOICES ON EACH OF THE
MATTERS TO BE ACTED UPON AND TO SIGN, DATE AND RETURN THE
ENCLOSED PROXY IN THE POSTAGE PAID ENVELOPE PROVIDED.
<PAGE>
ADVANCE CAPITAL I, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 26, 1996
INTRODUCTION
This proxy statement is furnished in connection with the
solicitation by the Board of Directors (the Board) of Advance
Capital I, Inc. (the Company) of proxies to be voted at the
Annual Meeting of Shareholders (the Meeting) of the Company to
be held at the Radisson Hotel, 1500 Town Center, Southfield,
Michigan, on July 26, 1996 at 10:00 A.M. (Eastern Daylight
Time), and at any adjournments thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting of
Shareholders.
The cost of soliciting proxies will be borne by the
Company. In addition, certain Officers and Directors of the Company and of
Advance Capital Management, Inc. the Company's investment
adviser (none of whom will receive additional compensation
thereof) may solicit proxies in person or by telephone or mail.
All shares represented by the enclosed proxy will be voted
in the manner specified therein, and if no specification is
made, such shares will be voted for the nominees for Directors
hereinafter listed and for Proposal (2). The vote of a majority
of the outstanding voting securities, voting in aggregate
without regard to class, is necessary to determine the election
of Directors and Proposal (2). A "majority" is defined by the
Investment Company Act of 1940 as the vote, "(A) of 67 per
centum or more of the voting securities present at such meeting,
if the holders of more than 50 per centum of the outstanding
voting securities of such company are present or represented by
proxy; or (B) of more than 50 per centum of the outstanding
voting securities of such company whichever is the less."
Abstentions are counted for purposes of determining whether a
quorum is present, but do not represent votes cast with respect
to any Proposal.
Execution of the enclosed proxy will not affect a
shareholder's right to attend the meeting and vote in person,
and a shareholder giving a proxy has the power to revoke it (by
written notice to the Company at P.O. Box 3144, Southfield,
Michigan 48037, execution of a subsequent proxy, or oral
revocation at the meeting) at any time before it is exercised.
The approximate date on which this Proxy Statement and form
of proxy is first being mailed to shareholders of the Funds is
June 26, 1996.
Each Company share and each fractional share outstanding at
the close of business on May 31, 1996, is entitled to one vote
for each full share held and a fractional vote for each
fractional share held on each matter. As of May 31, 1996,
2,325,379 Class A shares, 411,794 Class B shares, 5,056,945
Class C shares, 132,292 Class D shares and 15,515,309 Class E
shares, all with a $.001 par value, were outstanding.
<PAGE>
As of May 31, 1996 the following individuals were known to
own of record or beneficially 5 percent or more of the
outstanding shares of the Company or of the particular Class of
shares:
<TABLE>
<CAPTION>
Name and Address Shares Percent
---------------- ------ -------
<S> <C> <C> <C>
Classes
A, C & E Nothing to report
Class B Dezena Mary Houghton 22,919 5.6%
13558 Ward Street
Southgate, MI 48195
Class D Russell A. Bobcean 8,823 6.7%
Donna Marie Bobcean
7071 Reams Road
Alanson, MI 49706
Cecile E. Carter 7,597 5.7%
365 Sand Point
Mead, OK 73449
Albert A. Less, Jr. 9,856 7.5%
2324 Grove Park
Fenton, MI 48430
Ann F. Mienaltowski 8,408 6.4%
13573 Kingsville
Sterling Heights, MI 48312
John P. Nagro 6,886 5.2%
816 Spooner Court
DePere, WI 54115
Gerald R. Rice 8,232 6.2%
1912 Norwood Drive
Midland, MI 48640
</TABLE>
PROPOSAL 1: ELECTION OF DIRECTORS
The Board has the overall responsibility for establishing
broad corporate policies and for overseeing the overall
performance of the Company. However, it is not involved in the
day-to-day operating details. Members of the Board are kept
informed of the business of the Company by participating in
quarterly Board meetings where previously furnished detailed
analyses and reports are reviewed and discussed by the Company's
President and other officers.
<PAGE>
The Board meetings are regularly scheduled for the fourth
Friday of the months of January, April, July and October. All
Directors were present at all meetings during the 1995 year,
with the exception of Mr. Ahern who attended all meetings after
being elected in July 1995. The Company does not have any
committees of the Board.
At the Meeting, five Directors are to be elected to hold
office until the next annual meeting of shareholders or until
their successors are elected and qualified. All of the Board
members, with the exception of Harry Kalajian, have been
previously presented to the shareholders for election.
All of the nominees have consented to serve, if elected,
and no circumstances now known will prevent any of the nominees from
serving. If any nominee should be unable or unwilling to serve,
the persons named in the proxy will exercise their voting power
in favor of such other person or persons as the Board of
Directors of the Company may recommend. Certain information
concerning nominees is set forth below.
Name, Position with Principal Occupations or
the Company, and Age Employment During Past Five Years
- --------------------- ---------------------------------
Joseph A. Ahern, Esquire Attorney and Partner, Stark, Reagan
Director since 1995 & Finnerty, P.C.
Age 38
Richard W. Holtcamp General Manager-Marketing, Michigan
Director since 1989 Bell Telephone; Director of Marketing &
Age 62 Consultant, Fishburn & Co, Inc.
Harry Kalajian Executive Vice President, Finance & External
Director Nominee 1996 Affairs, Michigan Bell Telephone;
Age 64 Treasurer, WTVS Public Television,
Channel 56 Detroit; Vice Chairman, Board of
Trustees, Grace Hospital, Detroit, Michigan
John C. Shoemaker * President and Director, Advance
President and Director Capital I, Inc.; President, Advance
since inception (1987) Capital Management, Inc., the
Age 50 Company's Investment Adviser
Frank R. Zimmerman Retired President, Illinois Bell Telephone
Director since 1991 Company; Director, Executive Service Corp of
Age 64 Chicago; Director, First Methodist Episcopal
Aid Society
* "Interested person" of the Company as defined in the Investment
Company Act of 1940.
<PAGE>
Ownership of Advance Capital I Shares
The following table provides information regarding shares
beneficially owned, directly or indirectly, by the Directors of
the Company as of May 31, 1996.
<TABLE>
<CAPTION>
Name of Beneficial Owner Shares Percent
------------------------- ------ -------
<S> <C> <C> <C>
Class A Joseph A. Ahern 861 *
Richard W. Holtcamp 1,961 *
John C. Shoemaker 7,981 *
Frank R. Zimmerman 4,350 *
Class B John C. Shoemaker 7,474 1.8%
Class C Richard W. Holtcamp 2,500 *
John C. Shoemaker 13,261 *
Class E Frank Zimmerman 671 *
</TABLE>
* Less than 1.0%
Shares beneficially owned, directly or indirectly, by the
Directors and Officers as a group are 54,564, 7,474, 15,761 and
671 shares representing 2.3%, 1.8%, 0.3% and 0.0% of Class A,
Class B, Class C and Class E stock, respectively.
Compensation of Directors and Executive Officers
Certain information concerning the executive officers of
the Company is set forth below.
Name, Office Held Principal Occupations or
with the Company, Age Employment During Past Five Years
- --------------------- ---------------------------------
John C. Shoemaker President and Director, Advance
President Capital I, Inc.; President,
Age 50 Advance Capital Management, Inc.
Robert J. Cappelli Vice President and Treasurer, Advance
Vice President and Treasurer Capital I, Inc.; President, Advance
Age 44 Capital Services, Inc.
Kathy J. Harkleroad Secretary, Advance Capital I, Inc;
Secretary Director of Client Services, Advance
Age 43 Capital Services, Inc.
John C. Shoemaker has held office since the inception of
the Company (1987). Mr. Cappelli held the office of Secretary
from inception to 1996 and was appointed Treasurer in 1992 and
Vice President in 1996. Ms. Harkleroad was appointed Secretary
in 1996.
<PAGE>
The Officers of the Company receive no direct compensation
from the Company. Certain Officers and Directors of the Company
are also Officers and Directors of; 1) Advance Capital
Management, Inc. (MANAGEMENT), the investment adviser, 2)
Advance Capital Services, Inc., (SERVICES) the Company's
distributor of fund shares and Advance Capital Group, Inc.
(GROUP), the Company's administrator, transfer agent and
dividend disbursing agent. GROUP and its subsidiaries pay the
salaries of the Company's officers.
John C. Shoemaker is President of the Company and a
Director. He receives no compensation from the Company for his service as a
Director.
Only the independent Directors (those Directors who are not
"interested persons" as that term is defined by the Investment Company Act
of 1940), Messrs. Ahern, Holtcamp, and Zimmerman received
compensation from the Company for their service as Directors.
During 1995, fees for the independent Directors were set at
$1,000 annually plus $100 for each meeting attended. The
aggregate fees paid to all Directors as a group for the year
ended December 31, 1995, totaled $4,000. Directors were also
reimbursed for expenses incurred in attending the meetings.
The Board recommends that you vote FOR the nominees.
PROPOSAL 2: SELECTION OF ACCOUNTANTS
The members of the Board, including a majority who are not
"interested persons" of the Company (as that term is defined in the
Investment Company Act of 1940), by a vote cast in person, have
selected Price Waterhouse LLP to serve as independent
accountants for the fiscal year ending December 31, 1996,
subject to the ratification by the Company's shareholders at the
Meeting. The accounting firm of Price Waterhouse LLP has no
direct financial interest or material indirect financial
interest in the Company. Representatives of Price Waterhouse
LLP are not expected to attend the Meeting, but a representative
would have an opportunity to make a statement if he chose to
attend.
The following summarizes Price Waterhouse LLP's accounting
services for the fiscal year ending December 31, 1996: audit of annual
statements; assistance with filing the Company's registration
statement and semi-annual reports with the Securities and
Exchange Commission (Forms N-1A and N-SAR); and routine
consultation on financial accounting and reporting matters.
The Board authorized all services performed by Price
Waterhouse LLP for the Company during 1995. In addition, the Board annually
reviews the scope of services to be provided by Price Waterhouse
LLP and considers the effect, if any, that performance of any
non-audit services might have on audit independence. Price
Waterhouse LLP have audited the Company's books since 1995.
The affirmative vote of a majority of shares present and
voting at the Meeting is required to ratify the selection of
Price Waterhouse LLP.
The Board recommends that the shareholders vote FOR the
ratification of the selection of independent accountants.
<PAGE>
PROPOSAL 3: OTHER BUSINESS
The management of the Company knows of no other business
which may come before the meeting. However, if any additional
matters are properly presented at the meeting, it is the
intention of the persons named in the accompanying proxy to vote
on such matters in accordance with their best judgment.
INVESTMENT ADVISER, DISTRIBUTOR AND ADMINISTRATOR
The Company's investment adviser, Advance Capital
Management, Inc. (MANAGEMENT), is a Michigan corporation established in 1986
for the purpose of providing investment management services.
MANAGEMENT is a registered investment adviser with the
Securities and Exchange Commission. MANAGEMENT charged
investment advisory fees to the Company of $1,124,605 for 1995.
MANAGEMENT is a wholly-owned subsidiary of Advance Capital
Group, Inc.
T. Rowe Price Associates, Inc. is a Maryland corporation
that serves as the investment sub-adviser to the Company. Its headquarters
are located at 100 East Pratt Street, Baltimore, MD 21202.
The Company's distributor, Advance Capital Services, Inc.
(SERVICES), is a financial services company established in 1986 that is a
licensed National Association of Securities Dealers, Inc.
broker-dealer. SERVICES charged distribution fees to the
Company of $479,598 for 1995. SERVICES is a wholly-owned
subsidiary of Advance Capital Group, Inc. The Company's
administrator, transfer agent and dividend disbursing agent is
Advance Capital Group, Inc. (GROUP).
The owners of GROUP and the Directors and Officers of
MANAGEMENT and SERVICES are the same three individuals, Raymond A. Rathka, John
C. Shoemaker, and Robert J. Cappelli. The address for all three
companies and their officers is One Towne Square, Suite 444,
Southfield, Michigan, 48076. The following chart shows the
ownership and control of these three firms and of the Company as well.
<PAGE>
<TABLE>
<CAPTION>
Position GROUP SERVICES MANAGEMENT COMPANY
- -------- ----- -------- ---------- -------
<S> <C> <C> <C> <C>
Owners Cappelli GROUP GROUP Shareholders
Rathka
Shoemaker
Directors Cappelli Cappelli Cappelli Ahern
Rathka Rathka Rathka Holtcamp
Shoemaker Shoemaker Shoemaker
Zimmerman
President Rathka Cappelli Shoemaker Shoemaker
Vice President Shoemaker Shoemaker Cappelli Cappelli
Treasurer Cappelli Rathka Rathka Cappelli
Secretary Shoemaker Shoemaker Shoemaker Harkleroad
</TABLE>
SHAREHOLDERS PROPOSALS
Proposals of shareholders which are intended to be
presented at the annual meeting of the shareholders of the Company to be held
in 1997 must be received by the Company for inclusion in the proxy
statement and form of proxy relating to that meeting on or
before March 1, 1997.
FINANCIAL STATEMENTS
The Statement of Assets and Liabilities and the Portfolio
of Investments as of December 31, 1995 and the Statement of
Operations of the Company for the year ended December 31, 1995
reported on by Price Waterhouse LLP, are contained in the Annual
Report of the Company which has been previously distributed to
all shareholders. Upon request, any shareholder may obtain a
copy of the latest Annual and Semi-Annual Reports by mailing
such request directly to: Advance Capital I, Inc., Attention:
Ms. Kathy J. Harkleroad, Secretary, One Towne Square, Suite 444,
Southfield, Michigan 48076 or by calling (800) 345-4783. Any
copies requested will be mailed no later than the following
business day via first class U.S. mail.
If you have any questions with respect to the material in
this Proxy Statement, please contact Advance Capital Group, Inc. at (800)
345-4783.
By Order of the Board of Directors
Kathy J. Harkleroad, Secretary
June 26, 1996
<PAGE>
EDGAR Appendix
This appendix contains the form of Proxy.
PROXY
ADVANCE CAPITAL I, INC.
One Towne Square, Suite 444, Southfield, Michigan 48076
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(For the shareholders of the Equity Growth, Bond, Balanced, Long Term Income
and Retirement Income Funds)
The undersigned hereby appoints John C. Shoemaker and Robert J. Cappelli
as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all shares of
common stock of the respective Fund of Advance Capital I, Inc. held of record
by the undersigned on May 31, 1996, at the Annual Meeting of Shareholders of
the Company to be held on Friday, July 26, 1996 or any adjournment thereof,
with respect to the matters set forth below and described in the Notice of
Annual Meeting and Proxy Statement dated June 26, 1996.
This Proxy when properly executed will be voted in the manner directed
herein by the shareholder. If no direction is made, this proxy will be voted
FOR all proposals.
Please sign exactly as name appears hereon. If a corporation, please sign
in full corporate name by president or other authorized officer. If a
partnership, please sign partnership name by authorized person. When signing
as trustee, please give full title as such.
Dated_________________, 1996
_______________________________
Signature
_______________________________
Signature (If Joint Account)
_______________________________
Title (If Applicable)
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes below. If you do not check
a box, your vote will be cast FOR that proposal.
2. Sign and date the PROXY.
3. Please return the signed PROXY promptly using the enclosed postage paid
envelope, even if you will be attending the meeting.
1. Election of FOR all nominees listed ____ WITHHOLD AUTHORITY _____
directors. below (except as marked to vote for all nominees
to the contrary) listed below
(Instructions: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below)
Joseph A. Ahern, Richard W. Holtcamp, Harry Kalajian,
John C. Shoemaker, Frank R. Zimmerman
FOR AGAINST ABSTAIN
2. Ratify the selection of Price Waterhouse LLP
as independent accountants of the Company. ___ ___ ___
3. I authorize the Proxies, in their discretion, to vote upon such other
business as may properly come before this meeting or any adjournment thereof.
If you plan to attend the Annual Meeting of Shareholders please
indicate the number attending. ___________ Number of attendees
