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 Sec. 240.14a-12
ADVANCE CAPITAL I, INC.
----------------------------------------
(Name of Registrant as Specified in Its Charter)
----------------------------------------
(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 ot 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 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 31, 2003
- ------------------------------------------------------------
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 31, 2003 at 10:00 A.M.
(Eastern Daylight Time). The following matters will be acted
upon at that time:
1. To elect six 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 PricewaterhouseCoopers
LLP as independent public accountants of the Company
for the fiscal year ending December 31, 2003;
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,
2003, 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 27, 2003
- ------------------------------------------------------------
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.
One Towne Square, Suite 444
Southfield, Michigan 48076
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 31, 2003
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 31, 2003 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
approximate date on which this Proxy Statement and form of proxy
are first being mailed to shareholders is June 27, 2003.
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. Upon request,
any shareholder may obtain a copy of the latest Annual and
Semi-Annual Reports, without charge, by mailing such request to:
Advance Capital I, Inc., Attention: Ms. Kathy Harkleroad, Secretary,
One Towne Square, Suite 444, Southfield, Michigan 48076 or by
calling (800) 345-4783.
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). Directors will be
elected by a majority vote of the shares present or represented by
proxy at the meeting. 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, and will have the effect of
a negative vote with respect to the approval of Proposal (2).
Shareholders of record at the close of business on May 30,
2003, the record date, are entitled to notice of and to vote at
the Meeting.
<Page>
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.
Each Company share and each fractional share outstanding at the
close of business on May 30, 2003, 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, 2003, 5,624,528 Class A shares,
15,998,136 Class B shares, 14,709,582 Class C shares, 20,428,764
Class E shares and 6,586,998 Class F shares, all with a $.001 par
value, were outstanding.
As of May 30, 2003, no individuals were known to own of record
or beneficially 5 percent or more of the outstanding shares of the
Company or of a particular Class of shares.
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. Each Board
member oversees all five portfolios of Advance Capital I, Inc.
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 2002 year. The Board has not
designated a specific Audit Committee, but the Directors who are
"not-interested" persons of the Company (as that term is defined in the
Investment Company Act of 1940), as a group, function in all respects
as one. The "not-interested" Directors meet with PricewaterhouseCoopers
LLP annually to discuss the results of the audit of the prior year and
the scope of the audit of the coming year. There are no other
committees of the Board.
At the Meeting, six 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.
<Page>
<Table>
<Caption>
- ----------------------------------------------------------------------------
Other
Name, Position(s) Year Principal Occupation(s) Directorships
Address* & Age Elected** During past 5 Years Held***
- ----------------------------------------------------------------------------
"NOT-INTERESTED" DIRECTORS
- ----------------------------------------------------------------------------
Joseph A. Ahern,Esq. 1995 Attorney, Partner and None
Director President, Stark, Reagan
Age 45 & Finnerty, P.C.
- ----------------------------------------------------------------------------
Richard W. Holtcamp 1989 Retired General Manager- None
Director Marketing, Michigan Bell
Age 69 Telephone; Director
of Marketing &
Consultant, Fishburn &
Co., Inc.
(General contractor
for residential and
business construction)
- ----------------------------------------------------------------------------
Dennis D. Johnson 2000 Retired Chief Operating None
Director Officer, Belgacom
Age 64 (Ameritech International)
;Management Consultant,
Vice President - Human
Resources,Ameritech
Network Services
- ----------------------------------------------------------------------------
Janice E. Loichle 2001 Retired Vice President & None
Director Chief Integration Officer
Age 55 XO Communications, Inc.
(formerly NEXTLINK
Communications); Vice
President & Chief of
Local Exchange
Operations, XO
Communications, Inc.;
President, NEXTLINK
Solutions
- -----------------------------------------------------------------------------
Thomas L. Saeli 2000 Vice President-Mergers & Noble
Director Acquisitions, Lear Corp.; International
Age 46 Vice President, Ltd.
Oxford Investment
Group, Inc.
- -----------------------------------------------------------------------------
</Table>
<Page>
<Table>
<Caption>
- -----------------------------------------------------------------------------
Other
Name, Position(s) Year Principal Occupation(s) Directorships
Address* & Age Elected** During past 5 Years Held***
- -----------------------------------------------------------------------------
"INTERESTED" DIRECTOR****
- -----------------------------------------------------------------------------
John Shoemaker 1987 President and Director, None
President & Director Advance
Age 57 Capital I, Inc.;
President, Advance
Capital Management,
Inc., the Company's
Investment Adviser
- -----------------------------------------------------------------------------
OTHER OFFICERS
- -----------------------------------------------------------------------------
Robert J. Cappelli 1987 Vice President & None
Vice President Treasurer, Advance
Age 51 & TreasurerCapital
I, Inc.; President,
Advance Capital
Services, Inc.
- -----------------------------------------------------------------------------
Charles J. Cobb 1996 Vice President, None
Vice President Advance Capital I,
Age 39 Inc.; Regional
Representative,
Advance Capital
Services, Inc.
- -----------------------------------------------------------------------------
Kathy J. Harkleroad 1996 Secretary, Advance None
Secretary Capital I, Inc.;
Age 50 Marketing Director,
Advance Capital Services,
Inc.; Director of Client
Services, Advance
Capital Services, Inc.
- ------------------------------------------------------------------------------
</Table>
*One Towne Square, Suite 444, Southfield, MI 48076,
unless otherwise noted.
**There is no set term of office for Directors and Officers.
The Independent Directors have adopted a retirement policy,
which calls for the retirement of Directors in the year in which
they reach the age of 70.
***This column includes only directorships of companies required
to register or file reports with the Commission under the
Securities Exchange Act of 1934 (that is, "public companies") or
other investment companies registered under the 1940 Act.
****Officers of the Funds are "interested" persons as defined in
the Investment Company Act of 1940.
The Company knows of no arrangements or understandings between a
Director or Officer and any other person pursuant to which said
person has been selected as a Director or Officer. There is no
family relationship between any of the Directors and any of the
Officers of the Company.
<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, 2003, by dollar range, of equity securities
of the Funds. "Beneficial ownership" is defined under Section
13(d) of the Securities Exchange Act of 1934, as amended. The
ranges are as follows: A = none; B = $1-$10,000; C = $10,001-$50,000;
D = $50,001-$100,000; E = over $100,000.
<Table>
<Caption>
Fund Shares Owned by Directors as of May 30, 2003
Dollar Range of Fund Aggregate Dollar
Shares Owned Range of Shares
--------------------
Name Equity Bond Balanced Cornerstone Owned in all Funds
- --------------------------------------------------------------------------
Joseph Ahern C A A D E
Richard Holtcamp D A D B E
Dennis Johnson C A C C D
Janice Loichle E A D E E
Thomas Saeli D A C D E
John Shoemaker E D E E E
</Table>
Compensation of Directors and Executive Officers
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 Company's 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.
<Page>
During the year ended December 31, 2002, the Board of Directors
met six times. Each Director attended at least 75% of the meetings.
Only the independent Directors (those Directors who are "not-interested"
persons as that term is defined by the Investment Company Act of 1940),
received compensation from the Company for their service as Directors.
Directors were also reimbursed for expenses incurred in attending the
meetings. The Company did not offer its Directors any pension or
retirement benefits during or prior to the fiscal year ended
December 31, 2002. The following table provides information
regarding the compensation of the independent Directors for the
year ended December 31, 2002.
<Table>
<Caption>
Annual Meeting Total Compensation
Name of Director Fee Fee from the Company
- ------------------------- --------- -------- ------------------
Joseph A. Ahern, Esquire $ 3,500 $ 2,400 $ 5,900
Richard W. Holtcamp $ 3,500 $ 2,400 $ 5,900
Dennis D. Johnson $ 3,500 $ 2,400 $ 5,900
Janice E. Loichle $ 3,500 $ 2,400 $ 5,900
Thomas L. Saeli $ 3,500 $ 2,400 $ 5,900
</Table>
REQUIRED VOTE
Election of each of the listed nominees for Director of the Company
requires the affirmative vote of the majority of shares represented at
the Meeting if a quorum is present. Votes that are withheld will have
no effect on the outcome of the election.
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 PricewaterhouseCoopers LLP to serve as independent accountants
for the fiscal year ending December 31, 2003, subject to the ratification
by the Company's shareholders at the Meeting. The accounting firm of
PricewaterhouseCoopers LLP has no direct financial interest or material
indirect financial interest in the Company. Representatives of
PricewaterhouseCoopers LLP are not expected to attend the Meeting,
but a representative would have an opportunity to make a statement if
he or she chose to attend. A representative of PricewaterhouseCoopers
LLP is expected to be available by phone to respond to any
appropriate questions.
<Page>
The following summarizes PricewaterhouseCoopers LLP's accounting
services for the fiscal year ending December 31, 2003: 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
PricewaterhouseCoopers LLP for the Company during 2002. In addition,
the Board annually reviews the scope of services to be provided by
PricewaterhouseCoopers LLP and considers the effect, if any, that
performance of any non-audit services might have on audit independence.
PricewaterhouseCoopers LLP has audited the Company's books since 1995.
AUDIT AND OTHER FEES
The aggregate fees paid to PricewaterhouseCoopers LLP, the
Company's independent public accountants, for professional services
rendered for the audit of the Company's annual statements for the year
ended December 31, 2002 was $43,000. No other fees were paid to
PricewaterhouseCoopers LLP for non-audit related services, management
advisory services or information technology services. The Board of
Directors has considered whether the provision of the audit services
is compatible with maintaining the independence of
PricewaterhouseCoopers LLP.
The affirmative vote of a majority of shares present and voting
at the Meeting is required to ratify the selection of
PricewaterhouseCoopers LLP.
The Board recommends that the shareholders vote FOR the
ratification of the selection of independent accountants.
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 $4,040,232 for 2002. Management is a
wholly-owned subsidiary of Advance Capital Group, Inc.
<Page>
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
$1,790,805 for 2002. 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.
POSITION GROUP SERVICES MANAGEMENT COMPANY
- -------- ----- --------- ---------- -----------
Owners Cappelli GROUP GROUP Shareholders
Rathka
Shoemaker
Directors Cappelli Cappelli Cappelli Ahern
Rathka Rathka Rathka Holtcamp
Shoemaker Shoemaker Shoemaker Johnson
Loichle
Saeli
Shoemaker
President Rathka Cappelli Shoemaker Shoemaker
Vice President Shoemaker Shoemaker Cappelli Cappelli
Cobb
Treasurer Cappelli Rathka Rathka Cappelli
Secretary Shoemaker Shoemaker Shoemaker Harkleroad
<Page>
SHAREHOLDERS PROPOSALS
Proposals to be considered for inclusion in the proxy
materials for the 2004 annual meeting must be received by
February 28, 2004. If any shareholder intends to propose at the
annual meeting a nominee for director or the adoption or approval of
any other matter by the shareholders, other than matters included in the
proxy statement in accordance with the foregoing sentence, the proponent
must give written notice no later than May 14, 2004.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS
Only one proxy statement is being delivered to multiple
shareholders sharing an address unless the Company has received
contrary instructions from one or more of the shareholders.
The Company will deliver promptly upon written or oral request a
separate copy of the proxy statement to a shareholder at a shared
address. In order to request a separate copy or change your preference
to receive multiple copies in the future, please write to Advance Capital
I, Inc. at One Towne Square, Suite 444, Southfield, Michigan 48076 or
call Advance Capital I, Inc. at (800) 345-4783.
FINANCIAL STATEMENTS
The Statement of Assets and Liabilities and the Portfolio of
Investments as of December 31, 2002 and the Statement of Operations of
the Company for the year ended December 31, 2002 reported on by
PricewaterhouseCoopers 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 27, 2003
<Page>
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, Retirement
Income and Cornerstone Stock 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, 2003,
at the Annual Meeting of Shareholders of the Company to be held on
Thursday, July 31, 2003 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 27, 2003.
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 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: , 2003
------------------
-------------------------------
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, Dennis D. Johnson,
Janice E. Loichle, Thomas L. Saeli, John C. Shoemaker
FOR AGAINST ABSTAIN
2. Ratify the selection of PricewaterhouseCoopers LLP
as independent accountants of the Company. -- ---- ----
3. I authorize the Proxies, in their discretion, to FOR AGAINST ABSTAIN
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 and/or luncheon. Meeting Luncheon
----- ----