<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/ 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 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 number, of 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 25, 1997
__________________________________________________________________
The Annual Meeting of Shareholders of ADVANCE CAPITAL I, INC.
(the Company), will be held at the Novi Hilton, 21111 Haggerty Road,
Novi, Michigan, on July 25, 1997 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, 1997;
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 30,
1997, 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 20, 1997
__________________________________________________________________
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. IF YOU GIVE NO VOTING
INSTRUCTIONS, YOUR SHARES WILL BE VOTED IN FAVOR OF THE PROPOSALS
DESCRIBED IN THIS PROXY STATEMENT.
<PAGE>
ADVANCE CAPITAL I, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 25, 1997
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 Novi Hilton, 21111 Haggerty Road, Novi, Michigan,
on July 25, 1997 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 20, 1997.
Each Company share and each fractional share outstanding at the close
of business on May 30, 1997, 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 30, 1997, 2,993,344 Class A shares, 431,357 Class B shares,
5,944,217 Class C shares, 113,479 Class D shares and 17,907,636 Class E
shares, all with a $.001 par value, were outstanding.
<PAGE>
As of May 30, 1997 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 23,627 5.5%
Revocable Living Trust
13558 Ward Street
Southgate, MI 48195
Class D Sarah M. Beechler 5,899 5.2%
2814 Briarcliff
Ann Arbor, MI 48105
Russell A. Bobcean 8,823 7.8%
Donna Marie Bobcean
7271 Reams Road
Alanson, MI 49706
Cecile E. Carter 8,143 7.2%
365 Sand Point
Mead, OK 73449
Dennis J. Casey 6,344 5.6%
811 East Pointe
Port Huron, MI 48060
Ann F. Mienaltowski 8,349 7.4%
13573 Kingsville
Sterling Heights, MI 48312
Gerald R. Rice 8,668 7.6%
202 North Burgess
West Branch, MI 48661
Elden A. Rutenbar 6,415 5.7%
17300 Delaware
Redford, MI 48240
Susan M. Willmer 6,677 5.9%
5811 Cabrena
Lansing, MI 48917
</TABLE>
<PAGE>
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.
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 1996 year,
with the exception of Mr. Kalajian who attended all meetings after
being elected in July 1996. 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 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 39
Richard W. Holtcamp Retired General Manager-Marketing, Michigan
Director since 1989 Bell Telephone; Director of Marketing &
Age 63 Consultant, Fishburn & Co., Inc.
Harry Kalajian Retired Executive Vice President, Finance &
Director since 1996 External Affairs, Michigan Bell Telephone;
Age 65 Treasurer, WTVS Public Television,
Channel 56 Detroit; Vice Chairman, Board of
Trustees, Grace Hospital, Detroit, Michigan
John C. Shoemaker * President and Director, Advance Capital I,
President and Director Inc.; President, Advance Capital Management,
since inception (1987) Inc., the Company's Investment Adviser
Age 51
Frank R. Zimmerman Retired President, Illinois Bell Telephone
Director since 1991 Company; Director, Executive Service Corp.
Age 65 of 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 30, 1997.
<TABLE>
<CAPTION>
Name of Beneficial Owner Shares Percent
------------------------ ------ -------
<S> <C> <C> <C>
Class A Joseph A. Ahern 1,060 *
Richard W. Holtcamp 2,645 *
Harry Kalajian 695 *
John C. Shoemaker 11,985 *
Frank R. Zimmerman 4,490 *
Class B John C. Shoemaker 6,970 1.6%
Class C Richard W. Holtcamp 2,629 *
Harry Kalajian 729 *
John C. Shoemaker 6,431 *
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 71,629, 6,970, 9,789 and
671 shares representing 2.4%, 1.6%, 0.2% 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 51 Advance Capital Management, Inc.
Robert J. Cappelli Vice President and Treasurer, Advance
Vice President and Treasurer Capital I, Inc.; President, Advance
Age 45 Capital Services, Inc.
Charles J. Cobb Vice President, Advance Capital I, Inc.;
Vice President Regional Representative, Advance Capital
Age 33 Services, Inc.; Controller, Advance
Capital I, Inc., Advance Capital Group, Inc.
Kathy J. Harkleroad Secretary, Advance Capital I, Inc.;
Secretary Director of Client Services, Advance
Age 44 Capital Services, Inc.
<PAGE>
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. Mr. Cobb was appointed Vice President
in 1996. Ms. Harkleroad was appointed Secretary in 1996.
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, Kalajian and
Zimmerman received compensation from the Company for their service
as Directors. During 1996, 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, 1996, totaled $5,400. 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, 1997, 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, 1997: 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 1996. 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 has 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 $1,503,599
for 1996. 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 $641,098 for 1996. 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.
<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 Kalajian
Shoemaker
Zimmerman
President Rathka Cappelli Shoemaker Shoemaker
Vice President Shoemaker Shoemaker Cappelli Cappelli
Cobb
Treasurer Cappelli Rathka Rathka Cappelli
Secretary Shoemaker Shoemaker Shoemaker Harkleroad
</TABLE>
<PAGE>
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
1998 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, 1998.
FINANCIAL STATEMENTS
The Statement of Assets and Liabilities and the Portfolio of
Investments as of December 31, 1996 and the Statement of Operations of the
Company for the year ended December 31, 1996 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 20, 1997
<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 30, 1997, at the Annual Meeting of Shareholders of
the Company to be held on Friday, July 25, 1997 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 20, 1997.
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____________, 1997
____________________________
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 list______ 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.
NUMBER OF ATTENDEES
If you plan to attend the Annual Meeting of
Shareholders please indicate the number
attending the meeting. ______Meeting ______Luncheon
