NOTICE AND PROXY STATEMENT
NAIC GROWTH FUND, INC.
NOTICE OF 2004 ANNUAL MEETING OF SHAREHOLDERS
April 15, 2004
To the shareholders of the NAIC Growth Fund, Inc.:
Notice is hereby given that the 2004 Annual Meeting of
Shareholders (the "Meeting") of the NAIC Growth Fund, Inc. (the
"Fund") will be held at the Fund's principal executive offices located at
711 West Thirteen Mile Road, Madison Heights, Michigan, on Thursday,
April 15, 2004 at 2:00 p.m. for the following purposes:
1. To elect a Board of eight (8) Directors;
2. To ratify or reject the selection of Plante & Moran, PLLC
as independent auditors of the Fund for the calendar year
ending December 31, 2004; and
3. To act upon such other business as may properly come
before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on February
17, 2004 as the record date for the determination of shareholders entitled
to vote at the Meeting or any adjournment thereof.
You are cordially invited to attend the Meeting. Shareholders who
do not expect to attend the Meeting in person are requested to complete,
date and sign the enclosed proxy form and return it promptly in the
envelope provided for that purpose. The enclosed proxy is being solicited
on behalf of the Board of Directors of the Fund.
By Order of the Board of Directors
Lewis A. Rockwell, Secretary
February 27, 2004
PROXY STATEMENT
NAIC GROWTH FUND, INC.
711 West Thirteen Mile Road
Madison Heights, Michigan 48071
2004 Annual Meeting of Shareholders
April 15, 2004
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of NAIC
Growth Fund, Inc., a Maryland corporation (the "Fund"), to be voted at
the 2004 Annual Meeting of Shareholders of the Fund (the "Meeting"), to
be held at the executive offices of the National Association of Investors
Corporation, 711 West Thirteen Mile Road, Madison Heights, Michigan
48071, at 2:00 p.m. on April 15, 2004. The approximate mailing date of
this Proxy Statement is February 27, 2004.
All properly executed proxies received prior to the Meeting will be
voted at the Meeting in accordance with the instructions marked thereon
or otherwise as provided therein.
Unless instructions to the contrary are marked, proxies will be
voted for the election of eight Directors and for the ratification of
the independent auditors. Any proxy may be revoked at any time prior to
the exercise thereof by giving written notice to the Secretary of the
Fund.
The Directors have fixed the close of business on February 17, 2004
as the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting and at any adjournment thereof.
Shareholders on the record date will be entitled to one vote for each
share held, with no shares having cumulative voting rights. As of
December 31, 2003, the Fund had outstanding 2,368,452 shares of common
stock, par value $0.001 per share.
To the knowledge of the Fund as of December 31, 2003, the
following number of shares of the Fund's common stock $0.001 par value
were beneficially owned by each officer, director and nominee and by all
directors and officers of the Fund as a group. The address of each is
the address of the Fund. Luke E. Sims is the only person known by the
Fund to be the beneficial owner of more than 5% of the Fund's issued
and outstanding common stock.
Number of Shares and Nature Percent
Owner of Beneficial Ownership as of of Class
December 31, 2003 (a)
All officers and
Directors as a group
(8 persons) 200,291 8.5%
Thomas E. O'Hara,
Chairman and Director 11,101 *
Kenneth S. Janke,
President, Treasurer
and Director 20,713 *
Lewis A. Rockwell,
Secretary and Director 22,078 *
Peggy L. Schmeltz,
Director 22,604 *
Carl A. Holth, Director 1,778 *
James M. Lane, Director 2,300 *
Benedict J. Smith,
Director 1,533 *
Luke E. Sims, Director 118,184 5.0%
(a) The nature of beneficial ownership of shares shown in this
column is sole voting and investment power unless otherwise
indicated. The shares shown for Messrs. O'Hara, Janke and
Rockwell include 7,455 shares owned by the Mutual Investment
Club of Detroit Limited Partnership, a Michigan limited partnership,
of which Mr. Rockwell and revocable living trusts of which Messrs.
O'Hara and Janke are trustees, are general partners. Mr O'Hara's
trust is also the managing general partner of the O'Hara family
Limited Partnership, which is a general partner of the Mutual
Investment Club of Detroit Limited Partnership. The individual
retirement accounts of Messrs. O'Hara and Janke are limited
partners of the Mutual Investment Club of Detroit Limited
Partnership. The shares shown for Messrs. O'Hara and Janke also
include 263 shares owned by the National Association of Investors
Corporation and held by NAIC Associates, a Michigan co-
partnership, a nominee partnership in which Messrs. O'Hara, Janke
and James T. Sobol (Vice President of Finance of the National
Association of Investors Corporation) are the sole partners. The
shares shown for Mr. Janke include 11,296 shares owned by a trust
of which he is trustee and 1,699 shares owned by his wife. Mr. Sims
has informed the Fund that he beneficially owns an aggregate of
118,184 shares, of which 59,810 are owned individually, and 58,374
are owned through custodianships for his children.
* Less than 1%.
The Fund's Board of Directors does not have a standing
nominating committee or committee performing similar functions as
the Board has determined, given its relatively small size, to perform
this function as a whole. The Board does not currently have a
charter or other written policy with regard to the nomination process,
or a formal policy with respect to the consideration of director
candidates. The nominations of the directors standing for re-election
at the 2004 annual meeting were approved by the Board of Directors,
including Messrs. Holth, Smith, Lane and Sims, who are
independent directors within the meaning of Rule 19(a) of the
Chicago Stock Exchange Rules.
Qualifications for consideration as a board nominee may vary
according to the particular areas of expertise being sought as a
complement to the existing board composition. In making its
nominations, the Board of Directors considers relevant factors,
including an individual's business experience, breadth of knowledge
about issues and matters affecting the Fund, time available for
meetings and consultation regarding the Fund matters, and other
particular skills and experience possessed by the individual. The
Board desires a diverse group of candidates who possess the
background, skills and expertise to make a significant contribution to
the Board, the Fund and its stockholders. In the event of a need for
a new or additional director, the Board of Directors would evaluate
potential nominees by reviewing their qualifications, results of
personal interviews and such other information as they may deem
relevant.
The Fund does not currently employ an executive search
firm, or pay a fee to any other third party, to assist in identifying or
evaluating potential qualified candidates for director positions.
Since 1989, the Board of Directors has nominated the current
directors for re-election at each annual meeting of stockholders. All
of the Fund's current members of the Board of Directors have served
as directors since 1989, except Mr. Lane, who became a director in
1996, and Mr. Sims, who became a director in 2002. The Board has not
established special procedures for the Fund's stockholders to submit
director recommendations. If the Secretary of the Fund were to receive
recommendations of candidates from the Fund's stockholders, the Board of
Directors would consider such recommendations in the same manner as all
other candidates.
Stockholders of the Fund may send communications to the Board to the
attention of the Fund's Secretary.
The Board of Directors does not currently have a policy with regard
to the attendance of board members at its annual meeting of stockholders.
All of the directors attended the Fund's 2003 Annual Meeting of
Stockholders except Mr. O'Hara.
The Fund has no standing compensation committees of the Board of
Directors, or committee performing a similar function.
The Fund has a Management Proxy Committee comprised of Messrs.
O'Hara and Janke to cast votes represented by properly executed proxies.
The Fund also has an audit committee comprised of Messrs. Holth,
Smith and Lane. The audit committee is responsible for the
appointment, compensation, retention and oversight of the work of
the Fund's independent accountants. The audit committee met one time
during 2003. Messrs. Holth, Smith and Lane meet the requirements for
independence set forth in Rule 19(b) of the Chicago Stock Exchange Rules.
A copy of the report of the audit committee is attached hereto as
Exhibit A. The Board of Directors of the Fund has not adopted a written
charter for the audit committee.
The Directors of the Fund know of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting which will be
presented for consideration at the Meeting. If any other matter is
properly presented, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgment.
Section 16(a) Beneficial Ownership Reporting Compliance
Directors and officers of the Fund and certain of its affiliates
and beneficial owners of more than 10% of the Fund's common stock are
required to file initial reports of ownership and reports of changes in
ownership of the Fund's common stock pursuant to Section 16(a) of the
Securities Exchange Act of 1934, as amended. The Fund has reviewed such
reports received by it and written representations of such persons who
are known by the Fund, and based solely upon such review, the Fund
believes that during the year ended December 31, 2003 all filing
requirements were met, though Mrs. Schmeltz inadvertently filed one late
report for one transaction.
PROPOSAL NO. 1
(Election of Directors)
A Board of eight (8) Directors to serve for a term of one (1)
year, or until their successors are elected and qualified, is to be
elected at the Meeting. Unless authorization to do so is withheld, it
is intended that the proxies will be voted for the election of the
nominees named below. Directors will be elected by a plurality of
votes cast at the Meeting. If any nominee becomes unavailable for
election, an event not now anticipated by the Board of Directors, the
proxy will be voted for such other nominee as may be designated by
the Board of Directors. Listed below are all nominees and their
backgrounds. "Interested persons" of the Fund are those persons who
are "interested persons" of the Fund within the meaning of Section
2(a)(19) of the Investment Company Act of 1940.
Nominee Directors
Nominee Directors Who Are Interested Persons of the Fund
Thomas E. O'Hara
Age 88
Chairman of the Board and Director
Term of office
one year.
Served as a director since 1989.
Principal Occupation(s) During Past 5 Years
Chairman Emeritus of the Board and Trustee of the National
Association of Investors Corporation, a nonprofit corporation
engaged in investment education ("NAIC") and Chairman Emeritus
and Director of Growth Fund Advisor, Inc., the Fund's investment
adviser (the "Investment Adviser") February, 2002 to present.
Chairman and Trustee of NAIC and Chairman and Director of the
Investment Adviser to February, 2002.
Number of Portfolios in Fund Complex Overseen by Director or Nominee
for Director**
One
Other Directorships Held by Director or Nominee for Director (Public
Companies)
None
Kenneth S. Janke
Age 69
Director, President and Treasurer
Term of Office
one year.
Served as a director since 1989.
Principal Occupation(s) During Past 5 Years
Chairman and Trustee of NAIC and Chairman, Chief Executive Officer
and Director of the Investment Adviser from July, 2002. Chairman,
Chief Executive Officer and Trustee of NAIC and Chairman, and Chief
Executive Officer and Director of the Investment Adviser from
February, 2002 to July 2002. President and Trustee of NAIC and
President and Director of the Investment Adviser to February, 2002.
Number of Portfolios in Fund Complex Overseen by Director or Nominee
for Director**
One
Other Directorships Held by Director or Nominee for Director (Public
Companies)
Director, AFLAC.
Incorporated (insurance).
Lewis A. Rockwell
Age 85
Director and Secretary
Term of office
one year.
Served as a director since 1989.
Principal Occupation(s) During Past 5 Years
Counsel to the law firm of Bodman, Longley & Dahling LLP, counsel to
the Fund, NAIC and the Investment Adviser; Trustee and Secretary of
NAIC; Director and Secretary of the Investment Adviser.
Number of Portfolios in Fund Complex Overseen by Director or Nominee
for Director**
One
Other Directorships Held by Director or Nominee for Director (Public
Companies)
None.
Peggy L. Schmeltz
Age 76
Director
Term of office
one year.
Served as a director since 1989.
Principal Occupation(s) During Past 5 Years.
Adult Education Teacher; Trustee of NAIC; Director of Bowling Green
State University Foundation Board. Former member of NYSE Advisory
Committee.
Number of Portfolios in Fund Complex Overseen by Director or Nominee
for Director
One
Other Directorships Held by Director or Nominee for Director (Public
Companies)
None.
*The address of each is the address of the Fund. Messrs. O'Hara,
Janke and Rockwell and Mrs. Schmeltz are interested persons of the Fund
within the meaning of Section 2(a)(19) of the Investment Company Act of
1940. Mr. O'Hara is an interested person because he is a trustee of NAIC
and a director of the Investment Adviser. Messrs. Janke and Rockwell are
interested persons because they are trustees and officers of NAIC and
directors and officers of the Investment Adviser, as noted above.
Mrs. Schmeltz is an interested person because she is a trustee of NAIC.
**The Fund is not part of any fund complex.
Nominee Directors Who Are Not Interested Persons of the Fund
Carl A. Holth
Age 71
Director
Term of office
one year.
Served as a director since 1989.
Principal Occupation(s) During Past 5 Years
President and Director, Greater Detroit Capital Corporation; Financial
Consultant and President of Carl A. Holth & Associates, Inc. (a private
financial consulting and business appraisal firm); Director, Sunshine
Fifty, Inc., and Harrison Piping Supply, Inc.
Number of Portfolios in Fund Complex Overseen by Director or Nominee
for Director**
One
Other Directorships Held by Director or Nominee for Director (Public
Companies)
None.
Benedict J. Smith
Age 83
Director
Term of office
one year.
Served as a director since 1989.
Principal Occupation(s) During Past 5 Years
Retired; Director and Treasurer, Detroit Executive Service Corps;
Director, Vista Maria (nonprofit charitable organization); Trustee,
Henry Ford Health System, Behavioral Services.
Number of Portfolios in Fund Complex Overseen by Director or Nominee
for Director**
One
Other Directorships Held by Director or Nominee for Director (Public
Companies)
None
James M. Lane
Age 73
Director
Term of office
one year.
Served as a director since 1996.
Principal Occupation(s) During Past 5 Years
Retired; Director, Wheaton College, William Tyndale College,
Baseball Chapel, Inc. and Christian Camps, Inc.
Number of Portfolios in Fund Complex Overseen by Director or Nominee
for Director**
One
Other Directorships Held by Director or Nominee for Director (Public
Companies)
Chateau Communities, Inc. (Owner and operator of manufactured
home communities)
Luke E. Sims
Age 54
Director
Term of office
one year.
Served as a director since 2002.
Principal Occupation(s) During Past 5 Years
Partner in the law firm of Foley & Lardner; Director, Wilson-Hurd Mfg.
Co. and Notre Dame Middle School, Inc.
Number of Portfolios in Fund Complex Overseen by Director or Nominrr
for Director**
One
Other Directorships Held by Director or Nominee for Director (Public
Companies)
LaCrosse Footwear, Inc. (manufacturer and marketer of sporting and
industrial footwear)
*The address of each is the address of the Fund.
**The Fund is not part of any fund complex.
The Fund's Investment Adviser, Growth Fund Advisor, Inc., is a
wholly owned subsidiary of N.A.I.C. Holding Corporation, a
Michigan corporation which conducts no business activities. The
address of the Investment Adviser is the address of the Fund. NAIC
and N.A.I.C. Holding Corporation are each wholly owned
subsidiaries of the National Association of Investment Clubs Trust
(the "Trust"). Mr. O'Hara is the Chairman Emeritus and a Trustee
of the Trust; Mr. Janke is the Chairman and a Trustee of the Trust;
and Mr. Rockwell is the Secretary and a Trustee of the Trust. The
Fund is the Investment Adviser's sole advisory client. No other
person provided any significant administrative or business affairs
management services to the Fund during 2003.
The Fund's principal underwriter is Broker Dealer Financial
Services Corp., whose address is 8800 NW 62nd Avenue, P.O. Box
6240, Johnston, Iowa 50131.
No director or nominee for election as director, nor any of
their immediate family members, owns any securities beneficially or
of record in the Fund's Investment Adviser or principal underwriter,
or any of their affiliates.
There were three meetings of the Board of Directors held during
2003. Each Director attended at least 75% of the meetings of the
Board of Directors and committees of the Board on which he or she
served during 2003, except Mr. O'Hara, who attended two of the three
meetings.
Dollar Range of Common Stock Owned by Directors and Nominee
The following tables set forth the dollar range of the Fund's
common stock, par value $0.001 per share, which is the Fund's only
equity security, beneficially owned by each director and nominee,
valued at price per share of $10.25 as of February 5, 2004.
Nominee Directors Who Are Interested Persons of the Fund
Name of Director Dollar Range of Equity Aggregate Dollar Range
or Nominee Securities in the Fund of Equity Securities in
All Funds Overseen or to
be Overseen by Director
or Nominee in Family of
Investment Companies*
Thomas E. O'Hara Over $100,000 Over $100,000
Kenneth S. Janke Over $100,000 Over $100,000
Lewis A. Rockwell Over $100,000 Over $100,000
Peggy L. Schmeltz Over $100,000 Over $100,000
*The Fund is not part of a family of investment companies.
Nominee Directors Who Are Not Interested Persons of the Fund
Name of Director Dollar Range of Equity Aggregate Dollar Range
or Nominee Securities in the Fund of Equity Securities in
All Funds Overseen or to
be Overseen by Director
or Nominee in Family of
Investment Companies*
Carl A. Holth $10,001 - $50,000 $10,001 - $50,000
Benedict J. Smith $10,001 - $50,000 $10,001 - $50,000
James M. Lane $10,001 - $50,000 $10,001 - $50,000
Luke E. Sims Over $100,000 Over $100,000
*The Fund is not part of a family of investment companies.
Compensation
The following table sets forth the aggregate compensation
paid to all directors in 2003. Directors who are affiliated with the
Investment Adviser or the Investment Adviser's affiliates do not
receive any compensation for service as a director. The Chairman
and President are not compensated by the Fund, except for
reimbursement for out-of-pocket expenses relating to attendance at
meetings and other operations of the Fund. No other officer of the
Fund received compensation from the Fund in 2003 in excess of
$60,000.
Directors Who Are Interested Persons of the Fund
Name of Person,
Position
Thomas E. O'Hara,
Chairman and Director
Aggregate Compensation from Fund*
None
Pension or Retirement Benefits Accrued as Part of Fund Expenses
None
Estimated Annual Benefits Upon Retirement
None
Total Compensation from Fund and Fund Complex Paid to Directors**
None
Name of Person,
Position
Kenneth S. Janke,
President, Treasurer and Director
Aggregate Compensation from Fund*
None
Pension or Retirement Benefits Accrued as Part of Fund Expenses
None
Estimated Annual Benefits Upon Retirement
None
Total Compensation from Fund and Fund Complex Paid to Directors**
None
Name of Person,
Position
Lewis A. Rockwell,
Secretary and Director
Aggregate Compensation from Fund*
None
Pension or Retirement Benefits Accrued as Part of Fund Expenses
None
Estimated Annual Benefits Upon Retirement
None
Total Compensation from Fund and Fund Complex Paid to Directors**
None
Name of Person,
Position
Peggy L. Schmeltz,
Director
Aggregate Compensation from Fund*
$1,425.00
Pension or Retirement Benefits Accrued as Part of Fund Expenses
None
Estimated Annual Benefits Upon Retirement
None
Total Compensation from Fund and Fund Complex Paid to Directors**
$1,425.00
*All amounts shown are for service as a director.
**The Fund is not part of any fund complex.
Directors Who Are Not Interested Persons of the Fund
Name of Person,
Position
Carl A. Holth,
Director
Aggregate Compensation from Fund*
$1,425.00
Pension or Retirement Benefits Accrued as Part of Fund Expenses
None
Estimated Annual Benefits Upon Retirement
None
Total Compensation from Fund and Fund Complex Paid to Directors**
$1,425.00
Name of Person,
Position
James M. Lane,
Director
Aggregate Compensation from Fund*
$1,425.00
Pension or Retirement Benefits Accrued as Part of Fund Expenses
None
Estimated Annual Benefits Upon Retirement
None
Total Compensation from Fund and Fund Complex Paid to Directors**
$1,425.00
Name of Person,
Position
Benedict M. Smith,
Director
Aggregate Compensation from Fund*
$1,425.00
Pension or Retirement Benefits Accrued as Part of Fund Expenses
None
Estimated Annual Benefits Upon Retirement
None
Total Compensation from Fund and Fund Complex Paid to Directors**
$1,425.00
Name of Person,
Position
Luke E. Sims,
Director
Aggregate Compensation from Fund*
$1,425.00
Pension or Retirement Benefits Accrued as Part of Fund Expenses
None
Estimated Annual Benefits Upon Retirement
None
Total Compensation from Fund and Fund Complex Paid to Directors**
$1,425.00
*All amounts shown are for service as a director.
**The Fund is not part of any fund complex.
PROPOSAL NO. 2
(Selection of Independent Accounts)
Plante & Moran, PLLC, independent accountants, has been
selected to examine the financial statements of the Fund for the year
ending December 31, 2004. Unless a contrary specification is made,
the accompanying proxy will be voted in favor of ratifying the
selection of such accountants. Representatives of Plante & Moran,
PLLC are expected to be present at the Meeting where they will have
the opportunity to make a statement if they desire to do so, and will
be available to respond to appropriate questions. The Board of
Directors recommends that shareholders vote "FOR" the ratification of
Plante & Moran, PLLC as the independent accountants for the Fund.
Audit Fees. Plante & Moran, LLP was paid $13,600 for the fiscal
year ending December 31, 2003 and $15,000 for the fiscal year ending
December 31, 2002 by the Fund for audit fees.
Audit-Related Fees. Plante & Moran, LLP was not paid any
audit-related fees by the Fund in either of the last two fiscal years.
Tax Fees. Plante & Moran, LLP was paid $3,180 for the fiscal
year ending December 31, 2003 and $3,000 for fiscal year ending
December 31, 2002 by the Fund for tax fees, for services in connection
with the preparation of the Fund's tax returns and assistance with IRS
notice and tax matters.
All Other Fees. Plante & Moran, LLP was paid $8,725 for the
fiscal year ending December 31, 2003 by the Fund for all other fees,
for services in connection with (i) the review of registration
documents and consent procedures and a comfort letter and related
procedures with respect to the Fund's registration statement filed
with the Securities and Exchange Commission for its follow-on
offering, and (ii) assistance with year-end dividend calculation and
reporting.
"Audit fees" are fees paid by the Fund to Plante & Moran, PLLC
for professional services for the audit of our financial statements, or
for services that are usually provided by an auditor in connection with
statutory and regulatory filings and engagements. "Audit-related fees"
are fees for assurance and related services that are reasonably related
to the performance of the audit or review of financial statements.
"Tax fees" are fees for tax compliance, tax advice and tax planning.
All other fees are fees billed for any services not included in the
first three categories.
The Fund's audit committee has not adopted "pre-approval
policies and procedures," as such term is used in Rule 2-01(c)(7)(i)
of Regulation S-X promulgated by the Securities and Exchange
Commission ("Regulation S-X"), for the provision of non-audit
services to the Fund by Plante & Moran, PLLC. None of the services
represented by the fees set forth above were provided in accordance
with the "de minimis" exception to audit committee approval that
appears in Rule 2-01(c)(7)(i)(C) of Regulation S-X.
PROPOSALS OF SHAREHOLDERS
Shareholder proposals for the 2005 Annual Meeting of Shareholders
must comply with applicable rules of the Securities and Exchange
Commission (including Rule 14a-8) and be received by the Fund at
P.O. Box 220, Royal Oak, Michigan 48068 before the close of business on
November 28, 2004 for consideration for inclusion in the Fund's proxy
statement. Shareholder proposals should be addressed to the attention
of the Fund's Secretary.
MISCELLANEOUS
The Board of Directors is not aware of any other business that will
be presented for action at the Meeting. If any other business comes
before the Meeting, the Management Proxy Committee has been directed by
the Board of Directors to cast such votes at its discretion. The cost
of preparing and mailing the notice of meeting, proxy statement and
proxy to the shareholders will be borne by the Fund.
By Order of the Board of Directors
Lewis A. Rockwell, Secretary
February 27, 2004
EXHIBIT A
Report of Audit Committee
February 12, 2004
To the Board of Directors of the NAIC Growth Fund, Inc.:
We have reviewed and discussed with management the Fund's audited
financial statements as of and for the year ended December 31, 2003.
We have discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended, by the Auditing
Standards Board of the American Institute of Certified Public
Accountants.
We have received and reviewed the written disclosures and the letter
from the independent auditors required by Independence Standard
No. 1, Independence Discussions with Audit Committees, as amended,
by the Independence Standards Board, and have discussed with the
auditors the auditors' independence.
Based on the reviews and discussions referred to above, we recommend
to the Board of Directors that the financial statements referred to
above be included in the Fund's Annual Report for the year ended
December 31, 2003.
Carl A. Holth, Chairman
Benedict J. Smith, Member
James M. Lane, Member