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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Advance Capital I, Inc.
One Towne Square, Suite 444
Southfield, MI 48076
2. Name of each series or class of securities for which this Form is
filed (if the Form is being filed for all series and classes of
securities of the issuer, check the box but do not list series
or classes): [X]
3. Investment Company Act File Number:
811-5127
Securities Act File Number:
33-13754
4(a). Last day of fiscal year for which this Form is filed:
12/31/98
4(b). [ ] Check box if this Form is being filed late (i.e., more than
90 calendar days after the end of the issuer's fiscal year).
(See Instruction A.2)
4(c). [ ] Check box if this is the last time the issuer will be filing
this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year pursuant to section 24(f): $91,631,593.70
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: 41,612,715.39
(iii) Aggregate price of securities redeemed or
repurchased during any prior fiscal year ending no
earlier than October 11, 1995 that were not
previously used to reduce registration fees payable
to the Commission: 0.00
(iv) Total available redemption credits
[add items 5(ii) and 5(iii)] : 41,612,715.39
(v) Net sales -- if Item 5(i) is greater than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]: 50,018,878.31
(vi) Redemption credits available for use in future years
-- if Item 5(i) is less than Item 5(iv) [subtract Item
5(iv) from Item 5(i)]:
(vii) Multiplier for determining registration fee (See
Instruction C.9): 1/3600
(viii) Registration fee due [multiply Item 5(v) by Item
5(vii)] (enter "0" if no fee is due): $13,894.14
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6. Prepaid Shares
If the response to item 5(i) was determined by deducting an amount
of securities that were registered under the Securities Act of 1933
pursuant to rule 24e-2 as in effect before [effective date of
rescission of rule 24e-2], then report the amount of securities
(number of shares or other units) deducted here:_________. If there
is a number of shares or other units that were registered pursuant
to rule 24e-2 remaining unsold at the end of the fiscal year for
which this form is filed that are available for use by the issuer
in future fiscal years, then state that number here:____________.
7. Interest due - if this Form is being filed more than 90 days
after the end of the issuer's fiscal year (see Instruction D): 0.00
8. Total of the amount of the registration fee due plus any
interest due [line 5(viii) plus line 7]: $13,894.14
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
2/18/99
Method of Delivery:
[X] Wire Transfer - CIK Number: 0000813470
[ ] Mail or other means
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title) /s/ Robert J. Cappelli
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Robert J. Cappelli, Secretary & Treasurer
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Date 02/22/99
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[Berry Moorman P.C. Letterhead]
Detroit Office
February 16, 1999
Advance Capital I, Inc.
One Towne Square, Suite 444
Southfield, MI 48076
Re: Rule 24f-2 Notice for Advance Capital I, Inc.
Class A Common Stock (Registration No. 33-13754)
Gentlemen:
We have acted as counsel for Advance Capital I, Inc., a Maryland
corporation (the "Fund"), in connection with the registration of
605,019.612 shares of its Class A Common Stock under the Securities
Act of 1933. During the Fund's fiscal year ended December 31, 1998
(the "Fiscal Year"), all of said shares were registered pursuant to
Rule 24f-2 under the Investment Company Act of 1940.
In giving the opinion stated below, we have reviewed the Fund's Articles
of Incorporation, its Bylaws, resolutions adopted by its Board of Directors
and shareholders and such other legal and factual matters as we have deemed
appropriate. At all times during the Fiscal Year, the Fund was authorized
to issue a total of one billion shares of capital stock, par value $.001 per
share, of which, at the close of the Fiscal Year, two hundred million shares
were classified as Class A Common Stock, two hundred million shares were
classified as Class B Common Stock, two hundred million shares were classified
as Class C Common Stock, two hundred million shares were classified as Class D
Common Stock, two hundred million shares were classified as Class E Common
Stock and two hundred million shares were classified as Class F Common Stock.
We have been informed by the Fund that at no time during the Fiscal Year did
the number of issued and outstanding shares of the Fund's Class A Common Stock
exceed the number of such shares that the Fund was then authorized to issue.
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BERRY MOORMAN P.C.
February 16, 1999
Page 2
Based on the foregoing, we are of the opinion that the aforementioned shares
of Class A Common Stock of the Fund registered pursuant to Rule 24f-2 during
the Fiscal Year were, when issued for payment as described in the Fund's
prospectus, legally issued, fully paid and non-assessable by the Fund.
Members of Berry Moorman P.C. and their spouses and families beneficially
own shares in the Fund in the aggregate amount of less than 1% of its
outstanding shares. We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as part of the Fund's Rule 24f-2 Notice.
Very truly yours,
BERRY MOORMAN P.C.
By: /s/Robert A. Hudson
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Robert A. Hudson
RAH:sam
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[Berry Moorman P.C. Letterhead]
Detroit Office
February 16, 1999
Advance Capital I, Inc.
One Towne Square, Suite 444
Southfield, MI 48076
Re: Rule 24f-2 Notice for Advance Capital I, Inc.
Class B Common Stock (Registration No. 33-13754)
Gentlemen:
We have acted as counsel for Advance Capital I, Inc., a Maryland
corporation (the "Fund"), in connection with the registration of
38,513.775 shares of its Class B Common Stock under the Securities
Act of 1933. During the Fund's fiscal year ended December 31, 1998
(the "Fiscal Year"), all of said shares were registered pursuant
to Rule 24f-2 under the Investment Company Act of 1940.
In giving the opinion stated below, we have reviewed the Fund's Articles
of Incorporation, its Bylaws, resolutions adopted by its Board of Directors
and shareholders and such other legal and factual matters as we have deemed
appropriate. At all times during the Fiscal Year, the Fund was authorized
to issue a total of one billion shares of capital stock, par value $.001 per
share, of which, at the close of the Fiscal Year, two hundred million shares
were classified as Class A Common Stock, two hundred million shares were
classified as Class B Common Stock, two hundred million shares were classified
as Class C Common Stock, two hundred million shares were classified as Class D
Common Stock, two hundred million shares were classified as Class E Common
Stock and two hundred million shares were classified as Class F Common Stock.
We have been informed by the Fund that at no time during the Fiscal Year did
the number of issued and outstanding shares of the Fund's Class B Common Stock
exceed the number of such shares that the Fund was then authorized to issue.
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BERRY MOORMAN P.C.
February 16, 1999
Page 2
Based on the foregoing, we are of the opinion that the aforementioned shares
of Class B Common Stock of the Fund registered pursuant to Rule 24f-2 during
the Fiscal Year were, when issued for payment as described in the Fund's
prospectus, legally issued, fully paid and non-assessable by the Fund.
Members of Berry Moorman P.C. and their spouses and families beneficially own
shares in the Fund in the aggregate amount of less than 1% of its outstanding
shares. We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as part of the Fund's Rule 24f-2 Notice.
Very truly yours,
BERRY MOORMAN P.C.
By: /s/Robert A. Hudson
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Robert A. Hudson
RAH:sam
<PAGE>
[Berry Moorman P.C. Letterhead]
Detroit Office
February 16, 1999
Advance Capital I, Inc.
One Towne Square, Suite 444
Southfield, MI 48076
Re: Rule 24f-2 Notice for Advance Capital I, Inc.
Class C Common Stock (Registration No. 33-13754)
Gentlemen:
We have acted as counsel for Advance Capital I, Inc., a Maryland
corporation (the "Fund"), in connection with the registration of
1,808,106.989 shares of its Class C Common Stock under the Securities
Act of 1933. During the Fund's fiscal year ended December 31, 1998
(the "Fiscal Year"), all of said shares were registered pursuant to
Rule 24f-2 under the Investment Company Act of 1940.
In giving the opinion stated below, we have reviewed the Fund's Articles
of Incorporation, its Bylaws, resolutions adopted by its Board of Directors
and shareholders and such other legal and factual matters as we have deemed
appropriate. At all times during the Fiscal Year, the Fund was authorized
to issue a total of one billion shares of capital stock, par value $.001 per
share, of which, at the close of the Fiscal Year, two hundred million shares
were classified as Class A Common Stock, two hundred million shares were
classified as Class B Common Stock, two hundred million shares were classified
as Class C Common Stock, two hundred million shares were classified as Class D
Common Stock, two hundred million shares were classified as Class E Common
Stock and two hundred million shares were classified as Class F Common Stock.
We have been informed by the Fund that at no time during the Fiscal Year did
the number of issued and outstanding shares of the Fund's Class C Common Stock
exceed the number of such shares that the Fund was then authorized to issue.
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BERRY MOORMAN P.C.
February 16, 1999
Page 2
Based on the foregoing, we are of the opinion that the aforementioned
shares of Class C Common Stock of the Fund registered pursuant to Rule 24f-2
during the Fiscal Year were, when issued for payment as described in the Fund's
prospectus, legally issued, fully paid and non-assessable by the Fund. Members
of Berry Moorman P.C. and their spouses and families beneficially own shares in
the Fund in the aggregate amount of less than 1% of its outstanding shares. We
hereby consent to the filing of this opinion with the Securities and Exchange
Commission as part of the Fund's Rule 24f-2 Notice.
Very truly yours,
BERRY MOORMAN P.C.
By: /s/Robert A. Hudson
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Robert A. Hudson
RAH:sam
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[Berry Moorman P.C. Letterhead]
Detroit Office
February 16, 1999
Advance Capital I, Inc.
One Towne Square, Suite 444
Southfield, MI 48076
Re: Rule 24f-2 Notice for Advance Capital I, Inc.
Class E Common Stock (Registration No. 33-13754)
Gentlemen:
We have acted as counsel for Advance Capital I, Inc., a Maryland
corporation (the "Fund"), in connection with the registration of
4,109,109.764 shares of its Class E Common Stock under the Securities
Act of 1933. During the Fund's fiscal year ended December 31, 1998
(the "Fiscal Year"), all of said shares were registered pursuant to
Rule 24f-2 under the Investment Company Act of 1940.
In giving the opinion stated below, we have reviewed the Fund's Articles
of Incorporation, its Bylaws, resolutions adopted by its Board of Directors
and shareholders and such other legal and factual matters as we have deemed
appropriate. At all times during the Fiscal Year, the Fund was authorized
to issue a total of one billion shares of capital stock, par value $.001 per
share, of which, at the close of the Fiscal Year, two hundred million shares
were classified as Class A Common Stock, two hundred million shares were
classified as Class B Common Stock, two hundred million shares were classified
as Class C Common Stock, two hundred million shares were classified as Class D
Common Stock, two hundred million shares were classified as Class E Common
Stock and two hundred million shares were classified as Class F Common Stock.
We have been informed by the Fund that at no time during the Fiscal Year did
the number of issued and outstanding shares of the Fund's Class E Common Stock
exceed the number of such shares that the Fund was then authorized to issue.
<PAGE>
BERRY MOORMAN P.C.
February 16, 1999
Page 2
Based on the foregoing, we are of the opinion that the aforementioned
shares of Class E Common Stock of the Fund registered pursuant to Rule 24f-2
during the Fiscal Year were, when issued for payment as described in the Fund's
prospectus, legally issued, fully paid and non-assessable by the Fund. Members
of Berry Moorman P.C. and their spouses and families beneficially own shares in
the Fund in the aggregate amount of less than 1% of its outstanding shares. We
hereby consent to the filing of this opinion with the Securities and Exchange
Commission as part of the Fund's Rule 24f-2 Notice.
Very truly yours,
BERRY MOORMAN P.C.
By: /s/Robert A. Hudson
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Robert A. Hudson
RAH:sam
<PAGE>
[Berry Moorman P.C. Letterhead]
Detroit Office
February 16, 1999
Advance Capital I, Inc.
One Towne Square, Suite 444
Southfield, MI 48076
Re: Rule 24f-2 Notice for Advance Capital I, Inc.
Class F Common Stock (Registration No. 33-13754)
Gentlemen:
We have acted as counsel for Advance Capital I, Inc., a Maryland
corporation (the "Fund"), in connection with the registration of
699,279.509 shares of its Class F Common Stock under the Securities
Act of 1933. During the Fund's fiscal year ended December 31, 1998
(the "Fiscal Year"), all of said shares were registered pursuant to
Rule 24f-2 under the Investment Company Act of 1940.
In giving the opinion stated below, we have reviewed the Fund's Articles
of Incorporation, its Bylaws, resolutions adopted by its Board of Directors
and shareholders and such other legal and factual matters as we have deemed
appropriate. At all times during the Fiscal Year, the Fund was authorized
to issue a total of one billion shares of capital stock, par value $.001 per
share, of which, at the close of the Fiscal Year, two hundred million shares
were classified as Class A Common Stock, two hundred million shares were
classified as Class B Common Stock, two hundred million shares were classified
as Class C Common Stock, two hundred million shares were classified as Class D
Common Stock, two hundred million shares were classified as Class E Common
Stock and two hundred million shares were classified as Class F Common Stock.
We have been informed by the Fund that at no time during the Fiscal Year did
the number of issued and outstanding shares of the Fund's Class F Common Stock
exceed the number of such shares that the Fund was then authorized to issue.
<PAGE>
BERRY MOORMAN P.C.
February 16, 1999
Page 2
Based on the foregoing, we are of the opinion that the aforementioned
shares of Class F Common Stock of the Fund registered pursuant to Rule 24f-2
during the Fiscal Year were, when issued for payment as described in the Fund's
prospectus, legally issued, fully paid and non-assessable by the Fund. Members
of Berry Moorman P.C. and their spouses and families beneficially own shares in
the Fund in the aggregate amount of less than 1% of its outstanding shares. We
hereby consent to the filing of this opinion with the Securities and Exchange
Commission as part of the Fund's Rule 24f-2 Notice.
Very truly yours,
BERRY MOORMAN P.C.
By: /s/Robert A. Hudson
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Robert A. Hudson
RAH:sam
