UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 14A
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 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 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:

ADVANCE CAPITAL I, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on August 6, 2010

The Annual Meeting of Shareholders of ADVANCE CAPITAL I, INC.
(the "Company"), will be held at the Sheraton Detroit Novi, 21111 Haggerty
Road, Novi, Michigan 48375, on August 6, 2010, 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 Cohen Fund Audit Services, Ltd. as
registered independent public accountants of the Company for the
fiscal year ending December 31, 2010;

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 28, 2010, 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 18, 2010
- ------------------------------------------------------------------------------
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.

Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on August 6, 2010:

* The Proxy Statement and the Company's Annual Report to Shareholders for
2009 are available on the Company's website at http://www.acfunds.com.

* You are invited to attend the meeting in person and if you do, you may
cast your vote in person at the meeting.

ADVANCE CAPITAL I, INC.
One Towne Square, Suite 444
Southfield, Michigan 48076

PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 6, 2010

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 Sheraton Detroit Novi,
21111 Haggerty Road, Novi, Michigan 48375, on August 6, 2010 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 18, 2010.

The costs of soliciting proxies, which are estimated to be $6,000, 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, 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
to elect the nominees listed below as directors of the Company and in favor of
Proposal 2. If you withhold your vote with respect to the election of
directors, your shares will be counted for purposes of determining a quorum.
Withheld votes will be excluded from the vote on the election of directors
and will therefore have no effect on the election. The Company will include
shares held of record by a broker-dealer as to which voting authority has been
granted in the tabulation of shares present at the Meeting for purposes of
determining whether a quorum exists. Proxies that are returned and marked
"abstain" or on which a broker-dealer has declined to vote ("broker non-votes")
will be counted as present for purposes of determining whether a quorum exists,
but will not be counted as votes cast. Therefore, abstentions and broker
non-votes will not have an effect on the vote on Proposals 1 and 2.
Shareholders of record at the close of business on May 28, 2010
(the "Record Date"), are entitled to notice of and to vote at the
Meeting. 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.

-2-

The shareholders being solicited with this proxy statement who are
entitled to vote on the proposals described herein are outlined in the
following table.

Proposal 2
----------
Proposal 1 Ratification
---------- of Registered
Election Independent
of Public
Fund Directors Accountants
- -----------------------------------------------------------------------------
Retirement Income Fund ......................... Yes Yes
Balanced Fund ................................... Yes Yes
Core Equity Fund ................................ Yes Yes
Equity Growth Fund .............................. Yes Yes

VOTING SECURITIES AND PRINCIPAL HOLDERS

Shares Outstanding and Record Date
Each Company share and each fractional share outstanding at the close
of business on May 28, 2010 (the "Record Date") is entitled to one vote for
each full share held and a fractional vote for each fractional share held on
each matter. As of the Record Date, the Funds have issued and outstanding
shares entitled to vote at the Meeting as follows (rounded to the nearest
whole share):

Fund Retail Shares Institutional Shares Total Shares
- -----------------------------------------------------------------------------
Retirement Income Fund.... 36,772,153 325,315 37,097,468
Balanced Fund............. 12,590,097 9,925 12,600,022
Core Equity Fund.......... 1,084,788 43,674 1,128,462
Equity Growth Fund........ 5,007,374 7,983 5,015,357
----------
Total shares eligible to vote 55,841,309
==========

Stock Ownership
Both classes of all Funds will vote together as one group for the
election of directors and on Proposal 2. As of the Record Date, no shareholder
of the Company owned more than 5% of the total number of shares eligible to
vote on Proposals 1 and 2.

-3-

The following table presents information regarding beneficial ownership
of each Fund's Retail Shares by each member of the Board of Directors of the
Company, by the executive officers of the Company, and by all directors and
executive officers of the Company as a group as of the Record Date (rounded to
the nearest whole share). On the Record Date, none of the officers or
directors owned any Institutional Shares.

Amount of Percentage
Retail Shares of Class
Name of Beneficial Owner Beneficially Owned* Owned
- ------------------------------------------------------------------------------
Joseph A. Ahern
Balanced Fund Retail Shares.................. 3,669 **
Core Equity Fund Retail Shares............... 4,488 **
Equity Growth Fund Retail Shares............. 6,241 **
Retirement Income Fund Retail Shares......... 1,859 **

Janice E. Loichle
Balanced Fund Retail Shares.................. 3,430 **
Equity Growth Fund Retail Shares............. 28,597 **

Thomas L. Saeli
Balanced Fund Retail Shares.................. 3,894 **
Equity Growth Fund Retail Shares............. 10,867 **

Robert J. Cappelli
Balanced Fund Retail Shares.................. 13,253 **
Core Equity Fund Retail Shares............... 60,863 5.61%
Equity Growth Fund Retail Shares............. 38,858 **
Retirement Income Fund Retail Shares......... 99,787 **

Christopher M. Kostiz
Core Equity Fund Retail Shares............... 4,071 **
Equity Growth Fund Retail Shares............. 4,759 **

All executive officers and directors as a group
Balanced Fund Retail Shares.................. 24,246 **
Core Equity Fund Retail Shares............... 69,422 6.40%
Equity Growth Fund Retail Shares............. 89,322 1.78%
Retirement Income Fund Retail Shares......... 101,646 **

- ------
* Includes shares beneficially owned by the named individual's spouse and/or
minor children, as to which the named individual shares investment and voting
powers as follows: Mr. Ahern--3,669 shares of Balanced Fund, 6,241 shares of
Equity Growth Fund and 1,859 shares of Retirement Income Fund;
Ms. Loichle--3,348 shares of Equity Growth Fund; Mr. Saeli--813 shares of
Equity Growth Fund and Mr. Cappelli-13,253 shares of Balanced Fund, 15,716
shares of Equity Growth Fund and 92,173 shares of Retirement Income Fund.
With respect to the remaining amount of shares listed, the named individual
has sole voting and investment powers.
** Less than one percent.

-4-

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 four 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. There were four regular meetings
and two special meetings held during 2009, and all directors were present at
all meetings. The Company has no policy with regard to Board attendance at
annual meetings. All directors attended the 2009 Annual Shareholder Meeting.

At the Meeting, five directors will be elected to hold office until the
next annual meeting of shareholders or until their successors are elected and
qualified. In accordance with the Maryland General Corporation Law, directors
are elected by a plurality of the votes of the shares present in person or
represented by proxy at the Meeting. This means that the director nominees
receiving the highest number of "FOR" votes will be elected as directors.
All of the nominees for election as directors have been previously elected
by the shareholders and are currently serving as directors.

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. The business address of
each director is One Towne Square, Suite 444, Southfield, MI 48076. There is
no set term of office for directors; however, the Bylaws of the Company
provide that no individual may stand for election or re-election as a
director, or be appointed to fill a vacancy on the Board, if he or she has
attained 70 years of age.

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.

-5-

Nominees who are currently "not-interested" directors

Term of
Position(s) Office and Number Other
Name, Age Held Length of Principal of Director-
and With Time Occupation(s) During Portfolios ships
Address(1) Fund Served Past 5 Years Overseen Held(2)
- ---------- ----------- ---------- -------------------- ----------- ---------

Joseph A. Director, Director Attorney; President; 4 None
Ahern, 52 Independent since 1995; and Shareholder,
Chairman Chairman Ahern Fleury since
since 2005 March 2009; President
and Shareholder; Stark,
Reagan, P.C., from
prior to 2005 until
March 2009 (law
firms)

Susan E. Director Since 2008 President, St. John 4 None
Burns, 48 Health Foundation
since July 2008;
President, Wayne State
University Foundation
and Vice President,
Development and
Alumni Affairs from
prior to 2005 until July
2008

Janice E. Director Since 2001 Retired; Former Vice- 4 None
Loichle, 62 President, Chief
Integration Officer and
Chief of Local
Exchange Operations,
XO Communication,
Inc.; President,
NEXTLINK Solutions
(Telecommunications)

Thomas L. Director Since 2000 Chief Executive 4 Noble
Saeli, 53 Officer, Noble Interna-
International, Ltd., tional, Ltd.
from March 2006 to (2006 to
April 2009; Vice- 2009);
President - Corporate Ultralife
Development, Lear Corp-
Corporation, from prior oration
to 2005 until March (2010 to
2006 (automotive date)
suppliers)

-6-

Nominee who is currently "interested" director(3)

Robert J. Director, Director President and 4 None
Cappelli, 58 President since 2004; Treasurer, Advance
and President Capital I, Inc.;
Treasurer since 2004; President and
Treasurer Treasurer, Advance
since 1987 Captil Group, Inc.

- -------
(1) The business address of each director is One Towne Square, Suite 444,
Southfield, MI 48076.
(2) 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.
(3) Mr. Cappelli is an "interested" director because he is a shareholder,
director and officer of Advance Capital Management, Inc., the investment
adviser to the Advance Capital I, Inc. Funds.

Additional Information about the Directors
The following sets forth information about each director's specific
experience, qualifications, attributes and/or skills that serve as the basis
for the person's continued service on the Board. These encompass a variety of
factors, including, but not limited to, their financial and investment
experience, academic background, willingness to devote the time and attention
needed to serve as a Director, and past experience as directors of the Company,
other investment companies, operating companies or other types of entities.
No one factor is controlling, either with respect to the group or any
individual. The inclusion of a particular factor does not constitute an
assertion by the Board of Directors or any individual director that a director
has any special expertise that would impose any greater responsibility or
liability on such director than would exist otherwise.

ROBERT J. CAPPELLI. Mr. Cappelli is President of Advance Capital
Group, Inc., the holding company for the Company's investment adviser and the
distributor for the Funds' shares. He has served in various capacities for
these investment management and broker-dealer subsidiaries since their
inception in 1987. He has been the Treasurer of the Company's mutual funds
since their inception in 1987. Mr. Cappelli previously served as President
of this broker-dealer subsidiary and is still a financial operations principal
for it. He has managed client and mutual fund portfolios for the past 23 years.

JOSEPH A. AHERN. Mr. Ahern is President of Ahern Fleury, a law firm dedicated
to serving business clients. He has represented business clients for over 25
years in a variety of matters, including investment and financial matters, and
has also served on a variety of corporate and charitable boards. Mr. Ahern is
active in the Mutual Fund Directors Forum and the Conference of Fund Leaders.

-7-

SUSAN E. BURNS. Ms. Burns is President of the St. John Providence Hospital
System Foundations and formerly President of the Wayne State University
Foundation. In these roles, her duties have included the acquisition, growth
and distribution of endowments and other restricted funds generated through
philanthropy. For over 20 years, she has worked directly with investment and
finance committees of several large non-profit corporations responsible for
setting accounting and investment policies and selecting investment consultants
and funds.

JANET E. LOICHLE. Ms. Loichle, now retired, previously served in various
accounting, finance, and operations management positions for both public-owned
and privately-held telecommunications companies. In these capacities, she
participated in evaluating businesses for acquisitions, due diligence, and
subsequent integration of acquired companies. Her experiences as Controller
and Chief Accounting Officer also provided a substantial knowledge base with
respect to accounting and other financial matters. She is Chair of the
Board's Audit Committee, and the Board has determined that she is a
"financial expert."

THOMAS L. SAELI. Mr. Saeli is currently an advisor to senior executives of
middle market industrial companies. He is also a member of the Board of
Directors and on the audit committee of Ultralife, a NASDAQ-traded company,
and a member of the board of directors and finance committee of Oakwood
Hospital in Dearborn, Michigan. Mr. Saeli has previous experience as the
Chief Executive Officer of a publicly traded company, has worked in a
large corporate environment responsible for world wide acquisitions, has
been a partner in a successful private equity firm, and is experienced
in operations, finance and accounting. The Board has determined that
Mr. Saeli is a "financial expert."

BOARD LEADERSHIP STRUCTURE
As indicated above, the business and affairs of the Company are managed
under the direction of the Board of Directors. The directors have delegated
day-to-day management to the Adviser, subject to the directors' oversight. The
Board of Directors is currently comprised of five directors, four of whom are
not "interested persons" and are therefore considered "independent directors".
All independent directors serve on the Audit Committee of the Board. The
offices of Chairman of the Board of Directors and Chief Executive Officer of
the Company are held by two different people. The Chairman is an independent
director, while the CEO is the Company's President, who is also the chief
executive officer of the Adviser's parent company. The independent directors
have also determined to appoint the Chairman of the Board as the "lead"
independent director, and in this capacity he is responsible to review and
comment upon advance drafts of Board meeting agendas. The Board of Directors
believes that there is a high and generally equivalent level of engagement
and participation demonstrated by and expected of all independent directors,
that they have unfettered access to management of the Adviser and that they
each play an active and engaged role with respect to oversight
responsibilities.

-8-

RISK OVERSIGHT
The Board considers its role with respect to risk management to be one
of oversight rather than active management. The Company faces a number of
types of risks, including investment risk, legal and compliance risk,
operational risk (including business continuity risk), reputational and
business risk. The Board recognizes that not all risks potentially affecting
the Company can be identified in advance, and that it may not be possible or
practicable to eliminate certain identifiable risks. As part of the
directors' oversight responsibilities, the directors generally oversee the
Company's risk management polices and processes as these are formulated and
implemented by the Adviser's management, particularly its Chief Compliance
Officer and her supporting staff. These policies and processes seek to
identify relevant risks and, where practicable, lessen the possibility of
their occurrence and/or mitigate the impact of such risks if they were to
occur. Various parties, including management of the Adviser, the Company's
independent registered public accountants and other service providers
provide regular reports to the Board on various operations of the Company
and related risks and their management. In particular, the Company's
Chief Compliance Officer regularly reports to the directors with respect to
legal and compliance risk management, the Chief Financial Officer reports on
financial operations, the Adviser's Valuation Committee reports regularly to
the independent directors, and a variety of other management personnel report
on other risk management areas, including the operations of certain affiliated
and unaffiliated service providers to the Company. The Audit Committee
maintains an open and active communication channel with both the Company's
personnel and its independent auditor, largely (but not exclusively) through
its chair.

OWNERSHIP OF ADVANCE CAPITAL I, INC. SHRARES
The following table provides information regarding shares of equity
securities of the Funds beneficially owned, directly or indirectly, by the
current directors of the Company as of the Record Date, by dollar range.
"Beneficial ownership" is defined under Section 13(d) of the Securities
Exchange Act of 1934, as amended.

-9-

Aggregate
Dollar
Range of Equity
Securities in
All Funds
Overseen or to
be Overseen by
Dollar Range of Equity Director in the
Securities held in each Advance Capital
Name of Director Advance Capital I, Inc. Fund Family of Funds
- -----------------------------------------------------------------------------------------

"Not Interested" Directors:
- ---------------------------
Joseph A. Ahern Balanced..............$50,001 - $100,000 Over $100,000
Core Equity...........$10,001 - $50,000
Equity Growth.........Over $100,000
Retirement Income.....$10,001 - $50,000

Susan E. Burns Balanced..............None None
Core Equity...........None
Equity Growth.........None
Retirement Income.....None

Janice E. Loichle Balanced..............$10,001 - $50,000 Over $100,000
Core Equity...........None
Equity Growth.........Over $100,000
Retirement Income.....None

Thomas L. Saeli Balanced..............$50,001 - $100,000 Over $100,000
Core Equity...........None
Equity Growth.........Over $100,000
Retirement Income.....None

"Interested" Director:
- ------------------------
Robert J. Cappelli Balanced..............Over $100,000 Over $100,000
Core Equity...........Over $100,000
Equity Growth.........Over $100,000
Retirement Income.....Over $100,000

None of the "not interested" directors of the Company have any
beneficial ownership of Advance Capital Management, Inc., Advance Capital
Services, Inc., or Advance Capital Group, Inc. (the Company's investment
adviser, distributor and transfer agent/administrator, respectively).

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The officers of the Company receive no compensation from the
Funds for their service as officers. Certain officers and directors of
the Company are also officers and directors of Advance Capital Management,
Inc. ("ACM"), the Company's investment adviser, Advance Capital Services,
Inc. ("ACS"), the Company's distributor of fund shares and/or Advance Capital
Group, Inc. ("ACG"), the Company's administrator, transfer agent and dividend
disbursing agent. Group and its subsidiaries pay the salaries of the Company's
officers.

-10-

Robert J. Cappelli is President of the Company and a director. He
receives no compensation from the Company for his service as a director.

Joseph A. Ahern was appointed to serve as the Independent Chairman
effective July 30, 2005. The Independent Chairman acts as the key liaison
with the Chief Executive Officer ("CEO") and the Chief Compliance Officer
("CCO"), assists in setting the Board agenda, chairs the executive sessions
and communicates the independent Board of Directors member feedback to the
CEO and CCO. During the year ended December 31, 2009, the Board of Directors
met six times. The independent directors met four times during the year
without the presence of management, "interested" directors or employees of
the Company to discuss various matters related to oversight of the Company,
the management of the Board affairs and the CEO and CCO's performance. Only
the independent directors 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, or any other similar long-term incentive
compensation or benefits, during or prior to the year ended December 31, 2009.

The following table provides information regarding the compensation of
the independent directors for the year ended December 31, 2009. The directors
agreed to maintain the same compensation approved in 2008 for 2009. At the
April, 2010 Board meeting, the independent directors approved an increase in
compensation effective July 2010 to $18,000 per year, with an additional
$9,000 to be paid to the Chairman.

Director Compensation for the Year Ended December 31, 2009

Quarterly Total Compensation
Name Fee from the Company
- ---------------------------------------------------------------
Joseph A. Ahern (Chairman)..... $6,150 $24,600
Susan Burns.................... 4,100 16,400
Janice E. Loichle.............. 4,100 16,400
Thomas L. Saeli................ 4,100 16,400

Neither the Company nor any of its Funds pays any other compensation
or any pension (retirement) benefits to any of the Company's directors or
officers.

COMMITTEES OF THE BOARD
The Board has designated an Audit Committee comprised of the
directors who are "not-interested" persons of the Company (as that term is
defined in the Investment Company Act of 1940), which includes Joseph Ahern,
Susan Burns, Janice Loichle, and Thomas Saeli. Mr. Saeli served as the
Committee's Chairman until October 2009 at which time Ms. Loichle was appointed
as the Committee's Chair. During 2009, the Audit Committee met twice. The
Audit Committee provides oversight regarding the accounting and financial
reporting policies and practices, systems of internal controls and independent
audit of the Funds, among other duties set forth in the Committee's charter.
A copy of the current Audit Committee Charter is available on the Company's
website at http://www.acfunds.com.

-11-

The Company's Board of Directors has determined that independent
directors Loichle and Saeli qualify as "audit committee financial experts."
The designation of a person as an "audit committee financial expert" does not
mean that the person has any greater duties, obligations, or liability than
those imposed on the person without this designation. Similarly, the
designation does not affect the duties, obligations, or liability of any
other members of the Audit Committee or Board of Directors.

The Board has not established a Nominating 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 identify, evaluate and nominate candidates
for election. The Board has not adopted a charter governing the nominating
process. However, in evaluating and determining whether to recommend a person
as a candidate for election as a director, the Board considers the following
qualifications: relevant management and/or industry experience; high personal
and professional ethics; integrity and values; a commitment to representing
the long-term interests of our shareholders; independence and an ability and
willingness to devote sufficient time to carrying out their duties and
responsibilities as directors.

The Board will consider nominee candidates properly submitted by
shareholders, under the criteria summarized above. The deadlines and
procedures for shareholder submissions of director nominees are described
under "Shareholder Proposals". The Board will evaluate nominee candidates
recommended by shareholders on the same basis as it considers and evaluates
candidates recommended by other sources.

The Board has not established a Compensation Committee. The Board has
determined that such a committee is not necessary since only the "not
interested" directors receive compensation from the Company in the form of
directors' fees. See "Compensation of Directors and Executive Officers" for
additional information.

THE BOARD RECOMMENDS THAT YOU VOTE FOR ALL NOMINEES.

PROPOSAL 2:
RATIFY THE SELECTION OF REGISTERED INDEPENDENT PUBLIC
ACCOUNTANTS

The members of the Audit Committee of the Board, all of whom are
"not-interested" persons of Company (as that term is defined in the
Investment Company Act of 1940) by a vote cast in person, have selected
Cohen Fund Audit Services, Ltd. ("Cohen") to serve as registered independent
public accountants for the fiscal year ending December 31, 2010, subject to
the ratification by the Company's shareholders at the Meeting. Cohen has
served as the Company's registered independent public accountants since 2009,
and acted as the Company's independent accountants in 2009. Cohen was
appointed by the Audit Committee to serve as the Company's independent
accountants for the 2009 fiscal year following the dismissal of another
registered independent public accounting firm as of May 14, 2009. Cohen has
no direct financial

-12-

interest or material indirect financial interest in the Company.
Representatives of Cohen are not expected to attend the Meeting, but a
representative would have an opportunity to make a statement and to
respond to appropriate questions if he or she chose to attend.

The following summarizes Cohen's services for the fiscal year ending
December 31, 2010: audit of the 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); preparation of tax returns;
and routine consultation on financial accounting reporting matters.

AUDIT AND TAX FEES
The Board authorized all services performed by Cohen for the Company
during 2009. In addition, the Board annually reviews the scope of services
to be provided by Cohen and considers the effect, if any, that performance of
any non-audit services might have on audit independence. During 2009, Cohen
did not furnish any audit or non-audit services to the Company's investment
adviser or to any entity controlling, controlled by or under common control
with the adviser that provided ongoing services to the Company.

The following table sets forth the fees paid by the Company for all
audit and non-audit services provided to the Company and the Funds by Cohen
during the last fiscal year ended December 31, 2009, and another registered
independent public accounting firm for the fiscal year ended December 31, 2008.
Audit Fees are for the audit of the Funds' annual financial statements
included in the Funds' reports to shareholders and in connection with
regulatory filings or engagements. (Audit-Related Fees include services that
are reasonably linked to the performance of the audit of the Funds'
financial statements and are not included in Audit Fees.) Tax Fees include
tax compliance, tax advice and tax planning. Such services include review of
excise distribution calculations, preparation of the Funds' federal, state
and excise tax returns and routine tax consulting. All Other Fees are for
other products and services provided by the independent registered public
accountant.

2009 2008
------- --------
Audit Fees $64,000 $270,000
Audit-Related Fees 0 0
Tax Fees 12,000 50,500
All Other Fees 0 0

PRE-APPROVAL POLICY AND PROCEDURES
The Audit Committee Charter requires that the Audit Committee
pre-approve all audit and non-audit services performed by the Company's
independent registered public accountant, as well as fees associated with such
services, in order to assure that the provision of such services does not
impair the accountant's independence. Unless a service to be provided has
received general pre-approval, such service and related fees require specific
pre-approval by the Audit Committee. Any proposed service exceeding
pre-approved costs also requires specific pre-approval. The term of any
pre-approval is twelve months from the date of pre-approval, unless the Audit
Committee specifically

-13-

provides for a different period or revokes a prior pre-approval. The Audit
Committee has delegated pre-approval authority to the Chairman of the Audit
Committee for time-sensitive services.

REQUIRED VOTE
The affirmative vote of a majority of all shares of all Funds present
and voting at the Meeting, voting as a single group, is required to ratify
the selection of Cohen. Both classes of all Funds will vote together on
Proposal 2.

THE BOARD RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.

OTHER INFORMATION

OFFICERS OF THE COMPANY
The following table provides information with respect to the current
officers of the Company. Each officer is elected by the Board of Directors
and serves until his or her successor is chosen or until his or her
resignation or removal by the Board. The business address of all officers is
One Towne Square, Suite 444, Southfield, MI 48076.

Robert J. President; Since 2004 President and Treasurer, 4 None
Cappelli, 58 Treasurer Since 1987 Advance Capital I, Inc.
and Advance Capital
Group, Inc.; Vice
President and Treasurer,
Advance Capital
Services, Inc. and
Advance Capital
Management, Inc.

Kathy J. Vice Since 1996 Vice President, Chief 4 None
Harkleroad, President, Compliance Officer and
57 Chief Secretary, Advance
Compliance Capital Group, Inc.;
Officer and Marketing Director,
Secretary Advance Capital
Services, Inc.

Julie Vice Since 2003 Vice President, Assistant 4 None
Katynski, President Secretary and Controller,
44 and Asst. Advance Capital Group,
Secretary Inc.

Christopher Vice Since 2003 Vice President, Advance 4 None
Kostiz, 42 President Capital I, Inc.; President
and Senior Portfolio
Manager, Advance
Capital Management,Inc.

-14-

INVESTMENT ADVISER, DISTRIBUTOR AND ADMINISTRATOR
ACM is an investment adviser registered with the Securities and Exchange
Commission and is a wholly-owned subsidiary of ACG. ACS is the Company's
distributor for the Funds. ACS is a broker-dealer registered with the
Securities and Exchange Commission and is a member of the Financial Industry
Regulatory Authority ("FINRA"). ACS is also a wholly-owned subsidiary of
ACG. ACG is the Company's administrator, transfer agent and dividend
disbursing agent. The address for all three companies and their officers is
One Towne Square, Suite 444, Southfield, Michigan, 48076.

T. Rowe Price Associates, Inc. is a Maryland corporation that serves as
a sub-adviser to the Company with respect to the Equity Growth Fund and the
equity portion of the Balanced Fund. Its principal office is located at 100
East Pratt Street, Baltimore, MD 21202.

Seizert Capital Partners, LLC is a Michigan corporation that serves as
a sub-adviser to the Company with respect to the Core Equity Fund. Its
principal office is located at 185 West Oakland Avenue, Suite 100,
Birmingham, MI 48009.

Prior to March 30, 2007, the owners of ACG and the directors and
officers of ACM and ACS were the same three individuals, Raymond A. Rathka,
John C. Shoemaker, and Robert J. Cappelli. As of March 30, 2007, these
original owners extended the ownership of ACG to its employees, making the
first contribution to an employee stock ownership plan (ESOP). Additional
contributions to the ESOP are expected to be made annually. The following
chart shows the ownership and control of these three firms and of the Company.

("ACG") ("ACS") ("ACM")
Advance Advance Advance (the "Company")
Capital Capital Capital Advance
Position Group, Inc. Services, Inc. Management, Inc. Capital I, Inc.
- ---------- ------------ -------------- ---------------- ---------------
Owners.......Cappelli ACG ACG Shareholders
Rathka
Shoemaker
ESOP

Directors....Cappelli Cappelli Cappelli Ahern
Rathka Rathka Rathka Burns
Shoemaker Shoemaker Shoemaker Cappelli
Loichle
Saeli

President....Cappelli Theisen Kostiz Cappelli

Vice
President....Harkleroad Cappelli Cappelli Harkleroad
Katynski Harkleroad Harkleroad Katynski
Katynski Katynski Kostiz

Treasurer....Cappelli Cappelli Cappelli Cappelli

CCO..........Harkleroad Harkleroad Harkleroad Harkleroad

Secretary....Harkleroad Harkleroad Harkleroad Harkleroad

Asst.
Secretary....Katynski Katynski Katynski Katynski

-15-

SHAREHOLDER PROPOSALS
Proposals to be considered for inclusion in the proxy materials for the
2011 annual meeting must be received by February 15, 2011. In addition, the
Company's Bylaws provide that 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 March 17, 2011.

SHAREHOLDER COMMUNICATIONS
To communicate with the Board of Directors or an individual director,
a shareholder should send a written communication to the Company's principal
office at One Towne Square, Suite 444, Southfield, Michigan 48076, addressed
to the Board of Directors or an individual director and the Secretary of the
Company. The Secretary of the Company will direct the correspondence to the
appropriate parties.

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 Schedule of Portfolio of
Investments as of December 31, 2009, and the Statement of Operations of the
Company for the year ended December 31, 2009, reported on by Cohen, 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 by first-class U.S. mail.

OTHER BUSINESS
Management of the Company knows of no other business that 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.

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 18, 2010

-16-

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 Retirement Income Fund, Balanced Fund,
Core Equity Fund and Equity Growth Fund)

The undersigned hereby appoints Robert J. Cappelli and Kathy J.
Harkleroad as proxies, each with the power to appoint his or her 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 28, 2010, at the Annual Meeting of
Shareholders of the Company to be held on Friday, August 6, 2010, 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 18, 2010.

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.

- ------------------------------------------------------------------------------

Acct # Account Name Street Address Fund Total Shares

Dated: , 2010 ---------------------------
------------------------ Title (If Applicable)

------------------------ ---------------------------
Signature Signature (If Joint Account)

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 below WITHHOLD AUTHORITY
directors ---- -----
(except as marked (to vote for all
to the contrary) nominees 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 Susan E. Burns Robert J. Cappelli
Janice E. Loichle Thomas L. Saeli

2. Ratify the selection of Cohen Fund Audit FOR AGAINST ABSTAIN
Services, Ltd. as registered independent
public accountants of the Company. ----- ------ -------

3. I authorize the Proxies, in their discretion, FOR AGAINST ABSTAIN
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:
------------