As filed with the Securities and Exchange Commission on December 22, 1998
Securities Act Registration No. 333-39133
Investment Company Act Registration No. 811-8461
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 3 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 5 [X]
GRAND PRIX FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
Wilton Executive Campus
15 River Road, Suite 220
Wilton, Connecticut 06897
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:
(203) 761-9600
Robert Zuccaro
Target Investors, Inc.
Wilton Executive Campus
15 River Road, Suite 220
Wilton, Connecticut 06897
(Name and Address of Agent for Service)
Copies to:
Carol A. Gehl
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
It is proposed that this filing will become
effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment
designates a new effective date for a
previously filed post-effective
amendment.
<PAGE>
PROSPECTUS
February ____, 1999
[Logo]
Grand Prix Funds, Inc.
GRAND PRIX FUND
Wilton Executive Campus
15 River Road, Suite 220
Wilton, Connecticut 06897
Telephone: 1-800-432-4741
Website: www.grandprixfund.com
The investment objective of the Grand Prix Fund
(the "Fund") is capital appreciation. The Fund seeks
to achieve its investment objective by investing
primarily in common stocks of companies that exhibit
fast earnings growth and are rising in price. Target
Holdings Corporation, doing business as Target
Investors, Inc. (the "Advisor"), believes that the use
of this momentum strategy has the potential for higher
returns than other investment strategies.
This Prospectus contains information you should
consider before you invest in the Fund. Please read
this Prospectus carefully and keep it for future
reference.
____________________
Neither the Securities and Exchange Commission
(the "SEC") nor any state securities commission has
approved or disapproved of the securities offered by
this Prospectus, nor has the SEC or any state
securities commission passed upon the adequacy of this
Prospectus. Any representation to the contrary is a
criminal offense.
<PAGE>
TABLE OF CONTENTS
SUMMARY 3
FUND FEES AND EXPENSES 5
INVESTMENT OBJECTIVE 6
IMPLEMENTATION OF INVESTMENT OBJECTIVE 6
FUND MANAGEMENT 8
OPENING AN ACCOUNT 9
FINANCIAL HIGHLIGHTS 15
VALUATION OF FUND SHARES 16
DISTRIBUTION AND SHAREHOLDER SERVICING PLAN 16
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAX TREATMENT 16
YEAR 2000 ISSUE 17
ADDITIONAL INFORMATION 18
In deciding whether to invest in the Fund, you
should rely only on information in this Prospectus or
the Statement of Additional Information (the "SAI").
The Fund has not authorized others to provide
additional information. The Fund does not authorize
the use of this Prospectus in any state or jurisdiction
in which such offering may not lawfully be made.
<PAGE>
SUMMARY
What is the goal of the Fund?
The Fund's goal is capital appreciation. This
goal is sometimes referred to as the investment
objective. The Fund attempts to achieve this goal by
choosing investments that the Advisor believes have the
potential for growth. The Fund will trade actively to
try to increase returns. The Advisor will not consider
dividend or interest income in the selection of
investments. See "Investment Objective."
What will the Fund invest in?
The Fund invests primarily in common stocks of
companies which the Advisor characterizes as "growth"
companies. Although the Advisor selects common stocks
without regard to a company's market capitalization,
many of the Fund's investments may be in companies that
have a small-to-medium market capitalization. The Fund
may also invest a limited amount of assets in short-
term money market securities. For more information,
see "Implementation of Investment Objective."
Who will manage my investment?
Target Investors, Inc. (the "Advisor") serves as
investment advisor to the Fund. As of December 31,
1998, the Advisor managed approximately $____ million
for individual and institutional clients. For more
information, see "Fund Management."
Is the Fund an appropriate investment for me?
The Fund is suitable for long-term investors only.
The Fund is not a short-term investment vehicle. An
investment in the Fund may be appropriate if:
your goal is capital appreciation;
you want to allocate some portion of your long-
term investments to aggressive equity investing;
you have no immediate financial requirements for
this investment;
you are willing to accept a high degree of
volatility; and
you have the financial ability to undertake
greater risk in exchange for the opportunity to realize
greater financial gains in the future.
What are the main risks of investing in the Fund?
The main risks of investing in the Fund are:
Stock Market Risk: Equity mutual funds like the Fund are subject
to stock market risks and significant fluctuations
in value. If the stock market declines in value,
the Fund is likely to decline in value. Stocks are
generally more volatile than bonds.
Stock Selection Risk: The stocks selected by the Advisor may decline
in value or not increase in value when the stock
market in general is rising.
Liquidity Risk: The Advisor may not be able to sell stocks at
an optimal time or price.
Non-diversification Risk: The Fund may invest a relatively large amount
of assets in a few companies which may increase
volatility.
<PAGE>
Leveraging Risk: The Fund may borrow money to purchase investments.
Leverage is a speculative technique that provides
the opportunity for greater total return but also
involves risks. If the Fund's return on its
investment from a borrowing is lower than the
interest rate on the borrowed funds, the Fund's
return will be lower than if the Fund had not
borrowed money.
You should be aware that you may lose money by
investing in the Fund.
The performance information that follows gives
some indication of the risks of an investment in the
Fund by comparing the Fund's performance with a broad
measure of market performance. Please remember that
the Fund's past performance does not reflect how the
Fund may perform in the future.
1998 Calendar Year Total Return
[bar chart]
50%
40%
30%
20%
10%
0%
* The Fund's fiscal year end is October 31st.
The Fund's total return for January 1, 1998 through
September 30, 1998 was 42.50%.
Best and Worst Quarterly Returns
____ % (___ quarter, 1998)
5.71 % (3rd quarter, 1998)
Average Annual Total Returns
as of 12/31/98
1 Year
Fund ______ %
S&P 500 Index ______ %
* The S&P 500 Index is an unmanaged index
generally representative of the U.S. stock market.
<PAGE>
FUND FEES AND EXPENSES
The following table describes the fees and
expenses that you may pay if you buy and hold shares of
the Fund:
Shareholder Fees (fees paid directly from your
investment)(1)
Maximum Sales Charge (Load) Imposed
on Purchases (as a percentage of offering price) 5.25%(2)
Maximum Deferred Sales Charge (Load) Imposed on
Reinvested Dividends (as a percentage of offering
price) None
Annual Fund Operating Expenses (expenses that are
deducted from Fund assets)(3)
Management Fees 1.00%
Rule 12b-1 (Distribution) Fees(4) 0.25%
Other Expenses(5) %
Total Annual Fund Expenses(5) %
____________
(1) A $20 fee will be charged for returned checks
or electronic funds transfers. If you redeem shares
by wire, you will be charged a $10 fee. For
additional information, see "Your Account."
(2) Certain investors are exempt from paying some
or all of this sales load. For more information,
see "Your Account."
(3) Fund operating expenses are deducted from Fund
assets before computing the daily share price or
making distributions. As a result, they will not
appear on your account statement, but instead reduce
the amount of total return you receive.
(4) Because Rule 12b-1 fees are paid out of the
Fund's assets on an on-going basis, over time these
fees will increase the cost of your investment and
could cost long-term investors of the Fund more than
other types of sales charges. For more information,
see "Distribution and Shareholder Servicing Plan."
(5) The Advisor has agreed to limit the total
operating expenses of the Fund (excluding interest,
taxes, brokerage and extraordinary expenses) to an
annual rate of 1.72% of the Fund's average net
assets until October 31, 1999. After such date, the
expense limitation may be terminated or revised at
any time. "Other expenses" are presented before any
waivers or reimbursements. If such waivers and
reimbursements are included in the calculation of
"other expenses" (i.e., if actual "other expenses"
are shown), other expenses and total annual
operating expenses of the Fund would be 0.47% and
1.72%, respectively.
Example
The following Example is intended to help you
compare the cost of investing in the Fund with the cost
of investing in other mutual funds. The Example
assumes that you invest $10,000 in the Fund, minus the
5.25% maximum sales charge, for the time periods
indicated and then redeem all of your shares at the end
of those periods. The Example also assumes that you
have a 5% return each year and that the Fund's total
annual operating expenses remain the same each year.
Although your actual costs may be higher or lower,
based on these assumptions your costs would be as
follows:
1 year $____
3 years $____
5 years $____
10 years $____
<PAGE>
INVESTMENT OBJECTIVE
The Fund's investment objective is capital
appreciation. The Fund seeks to achieve its investment
objective by investing primarily in common stocks of
companies which the Advisor characterizes as "growth"
companies. Although the Fund may invest in companies
of all sizes, many investments may be in companies with
small-to-medium market capitalizations.
The Advisor focuses on companies which exhibit
fast earnings growth and are rising in price.
Companies considered by the Advisor as "growth"
companies are often in the same or related market
sectors. Thus, the Fund may invest heavily in a single
sector. One sector, however, like technology, may
include various industries, like networking,
telecommunications, software, semiconductors or
voice-processing. The Fund may be concentrated in one
sector, while being diversified among several
industries. The Fund may take relatively large
positions in a single issuer. To the extent the Fund
is concentrated, it will be susceptible to adverse
economic, political, regulatory or market developments
affecting a single sector, industry or issuer. This
may increase the volatility of investment performance.
In identifying securities for the Fund, the
Advisor uses a computer-driven model. In the research
process, the Advisor screens for certain fundamental
and quantitative attributes that it believes a security
should have for the Fund to invest in it, including:
projected sales growth of 20% or more;
projected earnings growth of 20% or more; and
unexpected good earnings.
The Advisor values securities by assigning scores to
them based on such factors and ranks the securities
accordingly. Pursuant to that ranking, the Advisor
constructs a list of securities for the Fund and
purchases the highest ranking securities for its
portfolio. The Advisor rescores companies and
rebalances the portfolio weekly for variations from
expectations.
The Advisor will sell a stock when the price has
deteriorated significantly or other securities are a
better value. As a means to increase returns, the Fund
expects to trade actively and frequently. The annual
portfolio turnover rate could range from 300 to 600%,
but generally will not exceed 800%. The annual
portfolio turnover rate indicates changes in the Fund's
securities holdings; generally if all the securities in
the Fund at the beginning of an annual period are
replaced by the end of the period, the turnover rate
would be 100%. You may realize taxable capital gains
as a result of such frequent trading of the Fund's
assets and the Fund will incur transaction costs in
connection with buying and selling securities. Tax and
transaction costs lower the Fund's effective return for
investors.
Under normal market conditions, the Fund expects
to be fully invested with at least 95% of its assets in
equity securities. Pending investment or to pay
redemption requests and Fund expenses, the Fund may
hold a portion of its assets in short-term money market
securities and cash. The Fund may also invest a
limited amount of assets in ADRs.
IMPLEMENTATION OF INVESTMENT OBJECTIVE
In implementing its investment objective, the Fund
may invest in the following securities and use the
following investment techniques. Some of these
securities and investment techniques involve special
risks, which are described below and in the Fund's SAI.
<PAGE>
Common Stocks and Other Equity Securities
The Fund will invest in common stocks and other
equity securities. Other equity securities may include
depository receipts and warrants and other securities
convertible or exchangeable into common stock. Common
stocks are units of ownership of a corporation. Equity
mutual funds like the Fund are subject to stock market
risks and significant fluctuations in value. If the
stock market declines in value, the Fund is likely to
decline in value. Increases or decreases in value of
stocks are generally greater than for bonds or other
debt instruments. In addition, the stocks selected by
the Advisor may decline in value or not increase in
value when the stock market in general is rising.
Small and Medium Market Capitalization Companies
The Fund may invest a substantial portion of its
assets in small and medium capitalization companies.
Small-cap and medium-cap companies may not have the
size, resources or other assets of large capitalization
companies and may not correspond to the changes in
value of the stock market in general. Small-cap and
medium-cap companies may be subject to greater market
risks and fluctuation in value than large
capitalization companies.
Unseasoned Companies
The Fund may invest up to 10% of its total assets
in securities of unseasoned companies. These are
companies that have been in operation less than three
years. The securities of such companies may have
limited liquidity and the prices of such securities may
be volatile.
Non-Diversification and Sector Concentration
As a "non-diversified" fund, the Fund invests in a
more limited number of companies than other mutual
funds. The Fund may invest up to 50% of its total
assets in the securities of as few as two companies, up
to 25% each, so long as the Fund does not control the
two companies or so long as the two companies are
engaged in different businesses. The Fund may also
invest up to 50% of its total assets in the securities
of as few as 10 companies, up to 5% each, provided that
the Fund does not own more than 10% of any company's
outstanding voting stock. Non-diversification involves
an increased risk of loss to the Fund if the market
value of a security declines.
The Fund may invest more than 25% of its total
assets in securities of companies in one or more market
sectors, such as the technology or health care sector.
A market sector may be made up of companies in a number
of different industries. The Fund will only
concentrate its investments in a particular market
sector if the Advisor believes that the potential
investment return justifies the additional risk
associated with concentration in that sector.
The Fund may invest in fewer than 25 companies.
As a result, the volatility of investment performance
may increase and the Fund could incur greater losses
than mutual funds that invest in a greater number of
companies.
Temporary Strategies
Prior to investing the proceeds from sales of Fund
shares, to meet ordinary daily cash needs, and to
respond to adverse market, economic, political or other
conditions, the Advisor may hold cash and/or invest up
to 35% of the Fund's total assets in short-term fixed-
income securities issued by private and governmental
institutions. Short-term fixed income securities
include:
Short-term U.S. government securities;
Certificates of deposit;
Bank time deposits;
Bankers' acceptances;
Commercial paper and commercial paper master
notes;
<PAGE>
Repurchase agreements; and
Other short-term fixed income securities.
If these temporary strategies are used for adverse
market, economic or political conditions, it is
impossible to predict when or for how long the Advisor
may employ these strategies for the Fund. To the
extent the Fund engages in this temporary strategy, the
Fund may not achieve its investment objective.
ADRs
The Fund may invest up to 20% of its net assets in
American Depositary Receipts ("ADRs") or other foreign
instruments denominated in U.S. dollars. ADRs are
receipts typically issued by a U.S. bank or trust
company evidencing ownership of the underlying foreign
security and denominated in U.S. dollars. Investments
in securities of foreign issuers involve risks which
are in addition to the usual risks inherent in domestic
investments. Foreign economies may differ favorably or
unfavorably from the U.S. economy in various respects,
and many foreign securities are less liquid and their
prices are more volatile than comparable U.S.
securities. From time to time, foreign securities may
be difficult to liquidate rapidly without adverse price
effects. Certain costs attributable to foreign
investing, such as custody charges and brokerage costs,
are higher than those attributable to domestic
investing. Although the Fund's investments will be
denominated in U.S. currency, the underlying foreign
securities will be denominated in foreign currency.
Accordingly, the value of the Fund's assets will
increase or decrease in response to fluctuations in the
value of those foreign currencies.
FUND MANAGEMENT
Management
The Fund has entered into an Investment Advisory
Agreement with the Advisor under which the Advisor
manages the Fund's investments and business affairs,
subject to the supervision of the Fund's Board of
Directors.
Advisor
The Advisor, 15 River Road, Suite 220, Wilton,
Connecticut 06897, is a Florida corporation and has
been serving clients since 1983. As of December 31,
1998, the Advisor managed approximately $_______
million for individual and institutional clients. The
Advisor is controlled by Robert Zuccaro who owns 80% of
the Advisor. Under the Investment Advisory Agreement,
the Fund pays the Advisor an annual management fee of
1.00% of the Fund's average daily net assets. The
advisory fee is accrued daily and paid monthly. For
the fiscal year ending October 31, 1999, the Advisor
has agreed to waive its management fee and/or reimburse
the Fund's operating expenses to the extent necessary
to ensure that the Fund's total operating expenses do
not exceed 1.72% of the Fund's average daily net
assets. After such date, the Advisor may voluntarily
waive all or a portion of its management fee and/or
absorb certain Fund expenses without further
notification of the commencement or termination of such
waiver or absorption. Any waivers or absorptions will
have the effect of temporarily lowering the Fund's
overall expense ratio and increasing the Fund's overall
return to investors. Under the Investment Advisory
Agreement, not only is the Advisor responsible for
management of the Fund's assets, but also for portfolio
transactions and brokerage.
Portfolio Manager
President of the Advisor, Robert Zuccaro received
a Bachelor's Degree from the University of Bridgeport
in 1965 and a Master's in Business Administration from
Pace University in 1968. Prior to founding the Advisor
in 1983, Mr. Zuccaro spent six years with Axe-Houghton,
where he was President and Director of Axe-Houghton
Stock Fund and Vice President and Director of portfolio
management of E.W. Axe & Co. Mr. Zuccaro is a
Chartered Financial Analyst.
<PAGE>
Custodian
Fifth Third Bank, 38 Foundation Square Plaza,
Cincinnati, Ohio 45263, acts as custodian of the Fund's assets
(the "Custodian").
Transfer Agent
Sunstone Financial Group, Inc., 207 East Buffalo
Street, Suite 315, Milwaukee, Wisconsin 53202-5712,
serves as transfer agent for the Fund ("Sunstone").
Administrator
Sunstone, 207 East Buffalo Street, Suite 400, Milwaukee,
Wisconsin 53202, serves as the Fund's administrator.
Distributor
AmeriPrime Financial Securities, Inc., 1793
Kingswood Drive, Suite 200, Southlake, Texas 76092, a
registered broker-dealer and member of the National
Association of Securities Dealers, Inc. (the "NASD"),
acts as distributor of the Fund's shares (the
"Distributor"). As compensation for its services, the
Distributor may retain a portion of (i) the initial
sales charge from purchases of Fund shares and (ii) the
Rule 12b-1 fees. The Distributor may pay all or a
portion of its fee to registered dealers who sell Fund
shares, pursuant to a written dealer agreement.
Distributor and Advisor, at their own expense, may also
periodically sponsor programs that offer additional
compensation in connection with the sale of Fund
shares. In some circumstances, this compensation may
be made available only to certain dealers whose
representatives have sold or are expected to sell
significant amounts of Fund shares.
OPENING AN ACCOUNT
Purchasing Shares
In General. Fund shares may be purchased through
any dealer which has entered into a sales agreement
with the Distributor, or through the Distributor
directly. Sunstone may also accept purchase
applications.
Fund shares are offered and sold on a continual
basis at the next offering price (the "Offering
Price"), which is the sum of the net asset value per
share (next computed following receipt of a purchase
request in good order by a dealer, the Distributor or
Sunstone, as the case may be) and the sales charge as
set forth below. See "Valuation of Fund Shares."
The sales charge imposed on purchases of Fund shares is
as follows:
Total Sales Charge
As a As a
Your Investment Percentage Percentage
of Offering of Your
Price Investment
Less than $50,000 5.25% 5.54%
$50,000-$100,000 4.50% 4.71%
$100,001-$250,000 3.50% 3.63%
$250,001-$500,000 2.50% 2.56%
$500,001-$1,000,000 2.00% 2.04%
$1,000,001 or more 1.00% 1.01%
<PAGE>
Certain investors, as described below under "Sales
Charge Waivers," may purchase Fund shares without the
imposition of a sales charge. In addition, no sales
charge is imposed on the reinvestment of dividends and
capital gains.
In addition to the sales charge described above,
Fund shares are also subject to Rule 12b-1 fees in an
aggregate amount of 0.25% of the average daily net
assets of the Fund. See "Distribution and Shareholder
Servicing Plan."
Sales Charge Waivers. The following investors may
purchase shares of the Fund at net asset value without
the imposition of any sales charge:
certain retirement plans, such as profit-sharing,
pension, 401(k) and simplified employee pension plans
(SEPs and SIMPLEs), subject to minimum requirements
with respect to the amount of purchase (minimum of at
least $100,000);
beneficial owners of wrap accounts who are clients
of registered broker/dealers having a selling or
service agreement with the Distributor;
persons who roll-over their individual retirement
accounts ("IRAs"), subject to minimum requirements with
respect to the amount of purchase (minimum of at least
$20,000);
registered investment advisors or certified
financial planners who have entered into an agreement
with the Distributor for clients participating in
comprehensive fee programs;
clients of fee only financial planners;
owners of private accounts managed by the Advisor
who completely liquidate their private accounts and
purchase Fund shares within 90 days of the liquidation;
any person who purchases shares of the Fund with
redemption proceeds from a registered investment
company other than the Fund, provided that the proceeds
are invested in the Fund within 15 days of the redemption;
directors, officers and full-time employees of the
Fund, the Distributor, Sunstone and affiliates
of such companies (including the Advisor) and spouses
and family members of such persons;
persons who have taken a distribution from a
retirement plan invested in Fund shares, to the extent
of the distribution, provided that the distribution is
reinvested within 90 days of the payment date;
government entities that are prohibited from
paying mutual fund sales charges;
registered broker/dealers who have entered into a
selling or service agreement with the Distributor for
their investment account only, and registered personnel
and employees of such broker/dealers and the spouses
and family members of such persons, in accordance with
the internal policies and procedures of the broker/dealer;
service providers of the Fund, including marketing
firms, and their employees;
trust companies investing $1 million or more for
common trust or collective investment funds;
registered investment companies; and
<PAGE>
persons who owned Fund shares prior to December 1,
1998.
Please call the Fund at 1-800-432-4741 for more
information on purchases of Fund shares at net asset
value.
Sales Charge Reductions. If you are not eligible
for a sales charge waiver, you may be able to combine
multiple purchases of Fund shares to take advantage of
the breakpoints in the sales charge schedule. For
additional information on the Fund's Right of
Accumulation program, please see the SAI.
Minimum Investment. Required minimum investments
are as follows:
INITIAL ADDITIONAL
TYPE OF ACCOUNT MINIMUM MINIMIM
INVESTMENT INVESTMENT
Regular $5,000 $1,000
Automatic Investment Plan $5,000 $1,000
Gift to Minors $5,000 $1,000
IRAs $5,000 $1,000
The Fund reserves the right to reject any order
for the purchase of its shares or to limit or suspend,
without prior notice, the offering of its shares. The
required minimum investments may be waived by the Fund
at any time. The Fund will not accept your account if
you are investing for another person as attorney-in-
fact. The Fund also will not accept accounts with a
"Power of Attorney" or "POA" in the registration
section of the Purchase Application.
Opening an Account by Mail. Please complete the
Purchase Application. You may duplicate any
application or you can obtain additional copies of the
Purchase Application from the Fund by calling
1-800-432-4741.
Your completed Purchase Application should be
mailed directly to:
Grand Prix Funds, Inc.
P.O. Box 1177
Milwaukee, WI 53201-1177
To purchase shares by overnight or express mail,
please use the following street address:
Grand Prix Funds, Inc.
c/o Sunstone Financial Group, Inc.
207 East Buffalo Street, Suite 315
Milwaukee, WI 53202-5712
All applications must be accompanied by payment in
the form of a check made payable to "Grand Prix Funds."
All purchases must be made in U.S. dollars and checks
must be drawn on U.S. banks. No cash, credit cards or
third party checks will be accepted. Payment may be
delayed for up to ten calendar days on redemption
requests for recent purchases made by check in order to
ensure that the check has cleared. If you contemplate
redeeming your investment shortly after purchase, you
should purchase the shares by wire as discussed below.
Opening an Account by Wire. You may make
purchases by direct wire transfers. To ensure proper
credit to your account, please call the Fund at
1-800-432-4741 for instructions and to obtain an
investor account number prior to wiring funds. Funds
should be wired through the Federal Reserve System as
follows:
<PAGE>
UMB Bank
A.B.A. Number: 101000695
For credit to: Grand Prix Funds
Account Number: 987-096-4201
For further credit to:
(investor account number)
(name or account registration)
(Social Security or Taxpayer Identification Number)
A Purchase Application must be received by the
Fund to establish privileges and to verify your account
information. Payment of redemption proceeds may be
delayed and taxes may be withheld unless the Fund
receives a properly completed and executed purchase
application. The Fund reserves the right to refuse a
telephone transaction if it believes it advisable to do
so. If you have any questions, please call the Fund at
1-800-432-4741.
Adding to an Account by Mail. When adding to an
account by mail, you should send your check to the
Fund, together with a subsequent investment slip from a
recent statement. If this investment slip is
unavailable, you should send a signed note giving the
full name of the account and the account number. See
"Additional Purchase Information" for more information
regarding purchases made by check or electronic funds
transfer.
Adding to an Account by Electronic Funds Transfer.
You may also make additional investments by telephone
or in writing through electronic funds transfers if you
have previously selected this service. By selecting
this service, you authorize the Fund to draw on your
preauthorized bank account as shown on the records of
the Fund and receive the proceeds by electronic funds
transfer. Electronic funds transfers may be made
commencing ten business days after receipt by the Fund
of your request to adopt this service. This time
period allows the Fund to verify your bank information.
Investments made by electronic funds transfer in any
one account must be in an amount of at least $1,000 and
will be effective at the net asset value next computed
after receipt by the Fund of the proceeds from your
bank account. See "Additional Purchase Information"
for more information. Changes to bank information must
be made in writing and signed by all registered holders
of the account with the signatures guaranteed by a
commercial bank or trust company in the United States,
a member firm of the NASD or other eligible guarantor
institution. A Notary Public is not an acceptable
guarantor. To select this service, please call the
Fund at 1-800-432-4741 for the necessary form and
instructions.
Adding to an Account by Wire. For additional
investments made by wire transfer, you should use the
wiring instructions listed previously. Be sure to
include your account number. Wired funds are
considered received in good order on the day they reach
the Fund's bank account by the Fund's cut-off time for
purchases and all required information is provided in
the wire instructions. The wire instructions will
determine the terms of the purchase transaction.
Automatic Investment Plan. You may make purchases
of shares of the Fund automatically on a regular basis
($1,000 minimum per transaction). You must meet the
Fund's minimum initial investment of $5,000 before the
Automatic Investment Plan ("AIP") may be established.
You may adopt the AIP at the time an account is opened
by completing the appropriate section of the Purchase
Application. You may obtain an application to
establish the AIP after an account is opened by calling
the Fund at 1-800-432-4741. A signature guarantee is
required. For additional information on the AIP,
please see the SAI.
Individual Retirement Accounts. You may invest in
the Fund by establishing a tax-sheltered individual
retirement account ("IRA"). The Fund offers the
Traditional IRA and Roth IRA. For additional
information on IRA options, please see the SAI.
Purchasing Shares through Other Broker/Dealers.
If you choose to purchase Fund shares through a
securities dealer that has not entered into a sales
agreement with the Distributor, you may also pay a
transaction fee, as determined by the dealer. That fee
will be in addition to the sales charge payable by you
upon purchase of such shares and may be avoided if
shares are purchased through a dealer who has entered
into a sales agreement with the
<PAGE>
Distributor or through Sunstone. Once shares are
purchased through a broker/dealer, all future
transactions must be conducted through that broker/
dealer.
Additional Purchase Information. Payment may be
delayed for up to ten calendar days on redemption
requests for recent purchases made by check in order to
ensure that the check has cleared. This delay allows
the Fund to verify that proceeds used to purchase Fund
shares will not be returned due to insufficient funds
and is intended to protect the remaining investors from
loss. The Fund will charge a $20 service fee against
your account for any check or electronic funds transfer
that is returned for any reason and your purchase will
be canceled. You will also be responsible for any
losses suffered by the Fund as a result.
You are automatically provided with the privilege
to initiate telephone inquiries and redemptions unless
you waive this option on your Purchase Application. If
you have any questions as to how to waive this
privilege, or how to add or delete a privilege after an
account is established, please call the Fund at
1-800-432-4741. Generally, after the account has been
established, a request to authorize, waive, add or
delete a privilege must be in writing and signed by
each registered holder of the account with signatures
guaranteed by a commercial bank or trust company in the
United States, a member of the NASD or other eligible
guarantor institution. A Notary Public is not an
acceptable guarantor. For a more detailed discussion
of the rights, responsibilities and risks of telephone
transactions, please refer to "Redeeming by Telephone."
In order to relieve you of responsibility for the
safekeeping and delivery of stock certificates, the
Fund does not issue certificates.
Redeeming Shares
In General. You may redeem shares of the Fund at
any time. The price at which the shares will be
redeemed is the net asset value per share next
determined after proper redemption instructions are
received by the Fund. See "Valuation of Fund Shares."
There are no sales charges for the redemption of shares
except that a fee of $10 is charged for each wire
redemption. Depending upon the redemption price you
receive, you may realize a capital gain or loss for
federal income tax purposes.
Redeeming by Mail. To redeem shares by mail,
simply send an unconditional written request to the
Fund specifying the number of shares or dollar amount
to be redeemed, the name(s) on the account registration
and the account number. If the dollar amount requested
to be redeemed is greater than the current account
value, the entire account balance will be redeemed. A
request for redemption must be signed exactly as the
shares are registered. Each signature must be
guaranteed by a commercial bank or trust company in the
United States, a member firm of the NASD or other
eligible guarantor institution if:
the amount requested is greater than $10,000;
the proceeds are to be sent to a person other than
the shareholder(s) of record;
the proceeds are to be sent to a location other
than the address of record; or
the redemption request is made within 30 days of
an address change.
A Notary Public is not an acceptable guarantor.
Additional documentation may be required for the
redemption of shares held in corporate, partnership or
fiduciary accounts. See "Additional Redemption
Information" for instructions on redeeming shares in
corporate accounts. Additional documentation is
required for the redemption of shares held by persons
acting pursuant to a Power of Attorney.
The Fund will mail payment for redemption proceeds
within seven days after it receives proper instructions
for redemption. However, the Fund may delay payment on
redemptions of recent purchases made by check until
<PAGE>
the
Fund verifies that the check used to purchase Fund
shares will not be returned due to insufficient funds.
This is intended to protect the remaining investors
from loss.
Redeeming by Telephone. Shares may be redeemed,
in an amount up to $10,000, by calling the Fund at
1-800-432-4741. Proceeds redeemed by telephone will be
mailed to your address, or wired or transmitted by
electronic funds transfer to your preauthorized bank
account as shown on the records of the Fund. A
redemption request in excess of $10,000 must be made in
writing and signed by each registered holder of the
account with signatures guaranteed by a commercial bank
or trust company in the United States, a member firm of
the NASD or other eligible guarantor institution. A
Notary Public is not an acceptable guarantor. For
telephone redemption requests received within 30
calendar days after an address change, proceeds may be
retained for up to 30 days or until a written request
with signatures guaranteed is received. A redemption
request within that 30 day time period must be in
writing and signed by each registered holder of the
account with signatures guaranteed. A Notary Public is
not an acceptable guarantor. Telephone redemptions
must be in amounts of $1,000 or more.
A wire payment of redemption proceeds will
normally be made in federal funds on the next business
day. There is currently a $10 fee for each wire
redemption. It will be deducted from your redemption
proceeds. Electronically transferred funds will
ordinarily arrive at your bank within two to three
banking days after transmission. To change the
designated account, send a written request with the
signature(s) guaranteed to the Fund. Once the funds
are transmitted, the time of receipt and the
availability of the funds are not within the Fund's
control. The Fund reserves the right to delay payment
for a period of up to seven days after receipt of the
redemption request.
The Fund reserves the right to refuse a telephone
redemption request if it believes it is advisable to do
so. Procedures for redeeming shares of the Fund by
telephone may be modified or terminated by the Fund at
any time. In an effort to prevent unauthorized or
fraudulent redemption requests by telephone, the Fund
has implemented procedures designed to reasonably
assure that telephone instructions are genuine. These
procedures include: requesting verification of certain
personal information; recording telephone transactions;
confirming transactions in writing; and restricting
transmittal of redemption proceeds to preauthorized
designations. Other procedures may be implemented from
time to time. If reasonable procedures are not
implemented, the Fund may be liable for any loss due to
unauthorized or fraudulent transactions. In all other
cases, you are liable for any loss for unauthorized
transactions.
You should be aware that during periods of
substantial economic or market change, telephone or
wire redemptions may be difficult to implement. If you
are unable to contact the Fund by telephone, you may
also redeem shares by delivering or mailing the
redemption request to: Grand Prix Funds, Inc., P.O. Box
1177, Milwaukee, WI 53201-1177. If you wish to send
the information via overnight delivery, you may send it
to: Grand Prix Funds, Inc., c/o Sunstone Financial
Group, Inc., 207 East Buffalo Street, Suite 315,
Milwaukee, WI 53202-5712. Redemption requests made via
fax will not be accepted by the Fund.
Redeeming Shares through Other Broker/Dealers.
Investors may be charged a fee if they redeem shares of
the Fund through a broker or dealer that has not
entered into a sales agreement with the Distributor.
Additional Redemption Information. The Fund
reserves the right to suspend or postpone redemptions
during any period when: trading on the New York Stock
Exchange (the "Exchange") is restricted, as determined
by the SEC, or the Exchange is closed for other than
customary weekend and holiday closing; the SEC has by
order permitted such suspension; or an emergency, as
determined by the SEC, exists, making disposal of
portfolio securities or valuation of net assets of the
Fund not reasonably practicable.
Due to the relatively high cost of maintaining
small accounts, if your account balance falls below the
$5,000 minimum as a result of a redemption, you may be
given a 60-day notice to reestablish the minimum
balance. If this requirement is not met, your account
may be closed and the proceeds sent to you.
For redemption requests for corporate accounts,
please see the SAI for more information.
<PAGE>
Redemption in Kind
The Fund has reserved the right to redeem in kind
(i.e., in securities) any redemption request during any
90-day period in excess of the lesser of: (i) $250,000
or (ii) 1% of the Fund's net asset value being
redeemed. Please see the SAI for more information.
Shareholder Reports And Information
The Fund will provide the following statements and
reports:
Confirmation Statements. Except for AIP
transactions, after each transaction that affects the
account balance or account registration, you will
receive a confirmation statement. Participants in the
AIP will receive quarterly confirmations of all
automatic transactions.
Account Statements. All shareholders will receive
quarterly account statements. If you need additional
copies of previous statements, you may order statements
for the current and preceding year at no charge. Call
1-800-432-4741 to order past statements.
Financial Reports. Financial reports are provided
to shareholders semi-annually. Annual reports will
include audited financial statements. To reduce Fund
expenses, one copy of each report will be mailed to
each Taxpayer Identification Number even though the
investor may have more than one account in the Fund.
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help
you understand the Fund's financial results for the
period from January 1, 1998 (commencement of
operations) to October 31, 1998. The total returns
presented in the table represent the rate that an
investor would have earned on an investment in the Fund
for the stated period (assuming reinvestment of all
dividends and distributions). This information has
been audited by Ernst & Young LLP, whose report, along
with the Fund's financial statements, are included in
the Fund's annual report, which is available upon
request.
Net asset value, beginning of period $ 10.00
Income (loss) from investment operations:
Net investment loss (1)
Net realized and unrealized gains on
investments
Total from investment operations
Less distributions:
Dividends in excess of net investment
income
Net asset value, end of period $
Total Return (2) %
Supplemental data and ratios:
Net assets, end of period $
Ratio of net operating expenses to
average net assets (3)(4) %
Ratio of net investment loss to
average net assets (3)(4) %
Portfolio turnover rate %
<PAGE>
______________________
(1) Net investment loss per share represents
net investment loss divided by the monthly
average shares of beneficial interest
outstanding.
(2) Not annualized.
(3) Annualized.
(4) Net of expense reimbursements and waivers.
Without expense reimbursements and waivers, the
ratio of operating expenses to average net
assets would have been _______%, and the ratio
of net investment loss to average net assets
would have been (_______)%.
VALUATION OF FUND SHARES
Net asset value is calculated using the fair value
of the Fund's total assets, including interest or
dividends accrued, less all liabilities, and dividing
by the total number of shares outstanding. The result,
rounded to the nearest cent, is the net asset value per
share. The net asset value per share is determined as
of the close of trading (generally 4:00 p.m. Eastern
Time) on each day the Exchange is open for business.
Net asset value is not determined on days the Exchange
is closed for trading. The price at which a purchase
order or redemption request is effected is based on the
next calculation of net asset value after the order is
placed.
DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
The Fund has adopted a plan pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended
(the "12b-1 Plan"), which authorizes it to pay the
Distributor a distribution and shareholder servicing
fee of up to 0.25% of the Fund's average daily net
assets. To the extent expenses are incurred under the
12b-1 Plan, the 12b-1 Plan has the effect of increasing
the Fund's expenses from what they would otherwise be.
Because Rule 12b-1 fees are paid out of the Fund's net
assets on an ongoing basis, over time these fees will
increase the cost of your investment and could cost
long-term investors of the Fund more than paying other
types of sales charges. For additional information on
the 12b-1 Plan, please see the SAI.
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAX TREATMENT
For federal income tax purposes, all dividends and
distributions of net realized short-term capital gains
you receive from the Fund are taxable as ordinary
income, whether reinvested in additional shares or
received in cash, unless you are exempt from taxation
or entitled to a tax deferral. Distributions of net
realized long-term capital gains you receive from the
Fund, whether reinvested in additional shares or
received in cash, are taxable as a capital gain. The
capital gain holding period is determined by the length
of time the Fund has held the security and not the
length of time you have held shares in the Fund. The
Fund expects that, because of its investment objective,
its distributions will consist primarily of long- and
short-term capital gains. You will be informed
annually as to the amount and nature of all dividends
and capital gains paid during the prior year. Such
capital gains and dividends may also be subject to
state or local taxes. If you are not required to pay
taxes on your income, you are generally not required to
pay federal income taxes on the amounts distributed to
you.
The Fund intends to pay dividends from net
investment income annually and to distribute all net
realized capital gains at least annually. In addition,
the Fund may make additional distributions if necessary
to avoid imposition of a 4% excise tax or other tax on
undistributed income and gains. Please note, however,
that the objective of the Fund is capital appreciation,
not the production of distributions. You should
measure the success of your investment by the value of
your investment at any given time and not by the
distributions you receive.
<PAGE>
When a dividend or capital gain is distributed,
the Fund's net asset value decreases by the amount of
the payment. If you purchase shares shortly before a
distribution, you will be subject to income taxes on
the distribution, even though the value of your
investment (plus cash received, if any) remains the
same. All dividends and capital gain distributions
will automatically be reinvested in additional Fund
shares at the then prevailing net asset value. If your
dividends or capital gain distributions are greater
than $10, you may elect to receive them in cash. The
election to receive dividends or reinvest them may be
changed by writing to the Fund at Grand Prix Funds,
Inc., P.O. Box 1177, Milwaukee, WI 53201-1177. The
election is effective for distributions with a dividend
record date on or after the date on which the Fund
receives notice of the election.
If you do not furnish the Fund with your correct
social security number or taxpayer identification
number, the Fund is required by current federal law to
withhold federal income tax from your distributions
(including applicable Fund share reinvestments) and
redemption proceeds at a rate of 31%.
This section is not intended to be a full
discussion of federal income tax laws and the effect of
such laws on you. There may be other federal, state,
or local tax considerations applicable to a particular
investor. You are urged to consult your own tax
advisor.
YEAR 2000 ISSUE
The Fund's operations depend on the seamless
functioning of computer systems in the financial
service industry, including those of the Advisor,
Custodian and Sunstone. Many computer systems in
use today cannot properly process date-related
information after December 31, 1999 because of the
method by which dates are encoded and calculated. This
failure, commonly referred to as the "Year 2000 Issue,"
could adversely affect the handling of security trades,
pricing and account servicing for the Fund.
The Advisor has made compliance with the Year 2000
Issue a high priority and is taking steps that it
believes are reasonably designed to address the Year
2000 Issue with respect to its computer systems. The
Advisor has also been informed that comparable steps
are being taken by the Fund's other major service
providers. The Advisor does not currently anticipate
that the Year 2000 Issue will have a material impact on
its ability to continue to fulfill its duties as
investment advisor to the Fund.
<PAGE>
ADDITIONAL INFORMATION
DIRECTORS
Robert Zuccaro
Phillipp Villhauer
Mary Jane Boyle
Edward F. Ronan, Jr.
Dennis K. Waldman
OFFICERS
Robert Zuccaro, President
Phillipp Villhauer, Vice-President and Secretary
Mary Jane Boyle, Vice-President and Treasurer
Andrea Romstad, Vice-President
INVESTMENT ADVISOR
Target Holdings Corporation, d.b.a. Target Investors, Inc.
15 River Road, Suite 220
Wilton, Connecticut 06897
CUSTODIAN
Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
ADMINISTRATOR
Sunstone Financial Group, Inc.
207 East Buffalo Street, Suite 400
Milwaukee, Wisconsin 53202
TRANSFER AGENT
Sunstone Financial Group, Inc.
For overnight deliveries, use: For regular mail deliveries, use:
Grand Prix Funds, Inc. Grand Prix Funds, Inc.
c/o Sunstone Financial Group, Inc. P.O. Box 1177
207 East Buffalo Street, Suite 315 Milwaukee, WI 53201-1177
Milwaukee, Wisconsin 53202-5712
INDEPENDENT AUDITORS
Ernst & Young LLP
111 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
<PAGE>
DISTRIBUTOR
AmeriPrime Financial Securities, Inc.
1793 Kingswood Drive, Suite 200
Southlake, Texas 76092
LEGAL COUNSEL
Godfrey & Kahn, S.C.
780 N. Water Street
Milwaukee, Wisconsin 53202
The SAI contains additional information about the
Fund. Additional information about the Fund's
investments is contained in the Fund's annual and semi-
annual reports to shareholders. The Fund's annual
report provides a discussion of the market conditions
and investment strategies that significantly affected
the Fund's performance during its last fiscal year.
The Fund's SAI, which is incorporated by reference into
this Prospectus, annual reports and semi-annual reports
are available without charge upon request to the
address or toll-free telephone number noted on the
cover page of this Prospectus. The Fund's SAI is also
available on the Website noted on the cover page of
this Prospectus. These documents may also be obtained
from certain financial intermediaries, including the
Distributor, who purchase and sell Fund shares.
General inquiries regarding the Fund can be directed to
the Fund at the address and toll-free telephone number
on the cover page of this Prospectus.
Information about the Fund (including the SAI) can
be reviewed and copied at the SEC's Public Reference
Room in Washington, D.C. Please call the SEC at 1-800-
SEC-0330 for information relating to the operation of
the Public Reference Room. Reports and other
information about the Fund are available on the SEC's
Internet Website located at http://www.sec.gov.
Alternatively, copies of this information may be
obtained, upon payment of a duplicating fee, by writing
the Public Reference Section of the SEC, Washington,
D.C. 20549-6009.
The Fund's 1940 Act File Number is 811-8461.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
GRAND PRIX FUNDS, INC.
GRAND PRIX FUND
Wilton Executive Campus
15 River Road, Suite 220
Wilton, Connecticut 06897
Telephone: 1-800-432-4741
Website: www.grandprixfund.com
This Statement of Additional Information is not a
prospectus and should be read in conjunction with the
Prospectus of the Grand Prix Fund ("Fund"), dated
February ____, 1999. The Fund is a series of Grand
Prix Funds, Inc. (the "Corporation")
A copy of the Prospectus is available without
charge upon request to the above-noted address, toll-
free telephone number or website.
This Statement of Additional Information is dated
February ____, 1999.
<PAGE>
TABLE OF CONTENTS
FUND ORGANIZATION 3
INVESTMENT RESTRICTIONS 3
IMPLEMENTATION OF INVESTMENT OBJECTIVE 4
DIRECTORS AND OFFICERS 7
PRINCIPAL SHAREHOLDERS 8
INVESTMENT ADVISOR 9
FUND TRANSACTIONS AND BROKERAGE 9
CUSTODIAN, TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT 10
ADMINISTRATOR 10
DISTRIBUTOR 11
PLAN OF DISTRIBUTION 12
PURCHASE, REDEMPTION AND PRICING OF SHARES 13
REDEMPTION IN KIND 15
TAXATION OF THE FUND 15
PERFORMANCE INFORMATION 16
INDEPENDENT AUDITORS 17
FINANCIAL STATEMENTS 17
In deciding whether to invest in the Fund, you
should rely on information in this Statement of
Additional Information ("SAI") and related Prospectus.
The Fund has not authorized others to provide
additional information. The Fund has not authorized
the use of this SAI in any state or jurisdiction in
which such offering may not lawfully be made.
<PAGE>
FUND ORGANIZATION
The Corporation is an open-end, non-diversified,
management investment company, commonly referred to as
a mutual fund. The Fund is a series of common stock of
the Corporation, a Maryland corporation incorporated on
October 30, 1997. The Corporation is authorized to
issue shares of common stock in series and classes.
Each share of common stock is entitled to one vote, and
each share is entitled to participate equally in
dividends and capital gains distributions. No
certificates will be issued for shares held in your
account. You will, however, have full shareholder
rights. Generally, the Fund will not hold annual
shareholders' meetings unless required by the
Investment Company Act of 1940, as amended (the "1940
Act") or Maryland law.
INVESTMENT RESTRICTIONS
The Fund's investment objective is capital
appreciation. The following are the Fund's fundamental
investment restrictions which cannot be changed without
the approval of a majority of the Fund's outstanding
voting securities. A "majority of the Fund's
outstanding voting securities" means the lesser of (i)
67% of the shares of common stock of the Fund
represented at a meeting at which more than 50% of the
outstanding shares are present, or (ii) more than 50%
of the outstanding shares of common stock of the Fund.
The Fund:
1. May not issue senior securities, except as
permitted under the 1940 Act;
2. May not act as an underwriter of another company's
securities, except to the extent that the Fund may
be deemed to be an underwriter within the meaning
of the Securities Act of 1933, as amended (the
"1933 Act"), in connection with the purchase and
sale of portfolio securities;
3. May not purchase or sell physical commodities
unless acquired as a result of ownership of
securities or other instruments (but this shall
not prevent the Fund from purchasing or selling
options, futures contracts, or other derivative
instruments, or from investing in securities or
other instruments backed by physical commodities);
4. May not make loans if, as a result, more than 33
1/3% of the Fund's total assets would be lent to
other persons, except through purchases of debt
securities or other debt instruments or engaging
in repurchase agreements;
5. May not invest more than 25% of its total assets
in securities of companies in any one industry;
6. May not purchase or sell real estate unless
acquired as a result of ownership of securities or
other instruments (but this shall not prohibit the
Fund from purchasing or selling securities or
other instruments backed by real estate or of
issuers engaged in real estate activities);
7. May (i) borrow money from banks, and (ii) make
other investments or engage in other transactions
permissible under the 1940 Act, which may involve
a borrowing, provided that the combination of (i)
and (ii) shall not exceed 33 1/3% of the value of
the Fund's total assets (including the amount
borrowed), less the Fund's liabilities (other than
borrowings). The Fund may also borrow money from
other persons to the extent permitted by
applicable law;
8. Notwithstanding any other fundamental investment
policy or restriction, may invest all of its
assets in the securities of a single open-end
management investment company with substantially
the same fundamental investment objective,
policies, and restrictions.
The following non-fundamental operating policies
may be changed by the Board of Directors without
shareholder approval.
<PAGE>
The Fund may not:
1. Sell securities short, unless the Fund owns or has
the right to obtain securities equivalent in kind
and amount to the securities sold short, or unless
it covers such short sale as required by the
current rules and positions of the Securities and
Exchange Commission ("SEC") or its staff, and
provided that transactions in options, futures
contracts, options on futures contracts, or other
derivative instruments are not deemed to
constitute selling securities short.
2. Purchase securities on margin, except that the
Fund may obtain such short-term credits as are
necessary for the clearance of transactions; and
provided that margin deposits in connection with
futures contracts, options on futures contracts,
or other derivative instruments shall not
constitute purchasing securities on margin.
3. Invest in illiquid securities if, as a result of
such investment, more than 5% of its net assets
would be invested in illiquid securities.
4. Purchase securities of other investment companies
except in compliance with the 1940 Act.
5. Engage in futures or options on futures
transactions which are impermissible pursuant to
Rule 4.5 under the Commodity Exchange Act ("CEA")
and, in accordance with Rule 4.5, will use futures
or options on futures transactions solely for bona
fide hedging transactions (within the meaning of
the CEA); provided, however, that the Fund may,
in addition to bona fide hedging transactions, use
futures and options on futures transactions if the
aggregate initial margin and premiums required to
establish such positions, less the amount by which
any such options positions are in the money
(within the meaning of the CEA), do not exceed 5%
of the Fund's net assets.
6. Make any loans other than loans of portfolio
securities, except through purchases of debt
securities or other debt instruments or engaging
in repurchase agreements with respect to portfolio
securities.
Except for the fundamental investment restrictions
listed above and the Fund's investment objective, the
Fund's other investment policies are not fundamental
and may be changed with approval of the Corporation's
Board of Directors. Unless noted otherwise, if a
percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentage
resulting from a change in the Fund's assets (i.e., due
to cash inflows or redemptions) or in market value of
the investment or the Fund's assets will not constitute
a violation of that restriction.
IMPLEMENTATION OF INVESTMENT OBJECTIVE
The following information supplements the
discussion of the Fund's investment objective and
strategy described in the Prospectus under the captions
"Investment Objective," and "Implementation of
Investment Objective."
Depositary Receipts
The Fund may invest in foreign securities by
purchasing depositary receipts, including American
Depositary Receipts ("ADRs") and European Depositary
Receipts ("EDRs") or other securities convertible into
securities of companies based in foreign countries.
These securities may not necessarily be denominated in
the same currency as the securities into which they may
be converted. Generally, ADRs, in registered form, are
denominated in U.S. dollars and are designed for use in
the U.S. securities markets, while EDRs, in bearer
form, may be denominated in other currencies and are
designed for use in European securities markets. ADRs
are receipts typically issued by a U.S. bank or trust
company evidencing ownership of the underlying
securities. EDRs are European receipts evidencing a
similar arrangement. For purposes of the Fund's
investment policies, ADRs and EDRs are deemed to have
the same classification as the underlying securities
they represent. Thus, an ADR or EDR representing
ownership of common stock will be treated as common
stock.
<PAGE>
ADR facilities may be established as either
"unsponsored" or "sponsored." While ADRs issued under
these two types of facilities are in some respects
similar, there are distinctions between them relating
to the rights and obligations of ADR holders and the
practices of market participants. For example, a non-
sponsored depositary may not provide the same
shareholder information that a sponsored depositary is
required to provide under its contractual arrangements
with the issuer, including reliable financial
statements. Under the terms of most sponsored
arrangements, depositaries agree to distribute notices
of shareholder meetings and voting instructions, and to
provide shareholder communications and other
information to the ADR holders at the request of the
issuer of the deposited securities.
Convertible Securities
The Fund may invest in convertible securities,
which are bonds, debentures, notes, preferred stocks,
or other securities that may be converted into or
exchanged for a specified amount of common stock or
warrants of the same or a different company within a
particular period of time at a specified price or
formula. A convertible security entitles the holder to
receive interest normally paid or accrued on debt or
the dividend paid on preferred stock until the
convertible security matures or is redeemed, converted,
or exchanged. Convertible securities have unique
investment characteristics in that they generally (i)
have higher yields than common stocks, but lower yields
than comparable non-convertible securities, (ii) are
less subject to fluctuation in value than the
underlying stock (or warrant) since they have fixed
income characteristics, and (iii) provide the potential
for capital appreciation if the market price of the
underlying common stock (or warrant) increases. A
convertible security may be subject to redemption at
the option of the issuer at a price established in the
convertible security's governing instrument. If a
convertible security held by the Fund is called for
redemption, the Fund will be required to permit the
issuer to redeem the security, convert it into the
underlying common stock (or warrant), or sell it to a
third party.
Non-diversification and Sector Concentration
While the Fund is "non-diversified," which means
that it is permitted to invest its assets in a more
limited number of issuers than other investment
companies, the Fund intends to diversify its assets to
qualify for tax treatment as a regulated investment
company under the Internal Revenue Code of 1986, as
amended ("Code"). To so qualify (i) not more than 25%
of the total value of the Fund's assets may be invested
in securities of any one issuer (other than U.S.
Government securities and the securities of other
regulated investment companies) or of any two or more
issuers controlled by the Fund, which, pursuant to the
regulations under the Code, may be deemed to be engaged
in the same, similar, or related trades or businesses,
and (ii) with respect to 50% of the total value of the
Fund's assets (a) not more than 5% of its total assets
may be invested in the securities of any one issuer
(other than U.S. Government securities and the
securities of other regulated investment companies) and
(b) the Fund may not own more than 10% of the
outstanding voting securities of any one issuer (other
than U.S. Government securities and the securities of
other regulated investment companies).
In addition, the Fund has adopted a fundamental
investment restriction which prohibits the Fund from
investing more than 25% of its total assets in
securities of companies in any one industry. An
industry is defined as a business-line subsector of a
stock-market sector. While the Fund may be heavily
invested in one single market sector like technology or
health care, for example, it will not invest more than
25% of its total assets in securities of companies in
any one industry. To the extent that a relatively high
percentage of the Fund's assets may be invested in the
securities of a limited number of companies, the Fund's
portfolio securities may be more susceptible to any
single economic, political, or regulatory occurrence
than the portfolio securities of a diversified
investment company.
Leveraging Strategies
The Fund may borrow up to 33 1/3% of its total
assets for any purpose including to leverage its
portfolio. Such borrowings may take the form of margin
accounts or conventional bank borrowings in connection
with securities purchases. Borrowing may exaggerate
changes in the net asset value of the Fund's shares and
in the return on the Fund's portfolio. Although the
principal of any borrowing will be fixed, the Fund's
assets may change in value during the time the
borrowing is outstanding. The Fund may be required to
liquidate securities at a time when it would be
disadvantageous to do so in order to make payments with
respect to an outstanding borrowing. In addition, the
Fund
<PAGE>
may be required to segregate liquid assets in an
amount sufficient to meet its obligations in connection
with such borrowings.
Temporary Strategies
Prior to investing proceeds from sales of Fund
shares, to meet ordinary daily cash needs, and to
retain the flexibility to respond promptly to adverse
changes in market, economic, political and other
conditions, the Fund may hold cash and/or invest up to
35% of its total assets in money market instruments.
The money market instruments which the Fund may
purchase include U.S. Government securities, bank
obligations, obligations of savings institutions, fully
insured certificates of deposit, commercial paper, and
securities issued by registered investment companies
holding themselves out as money market funds. Such
securities include:
U.S. Government Securities. Obligations issued or
guaranteed as to principal and interest by the United
States or its agencies (such as the Export-Import Bank
of the United States, Federal Housing Administration
and Government National Mortgage Association) or its
instrumentalities (such as the Federal Home Loan Bank),
including Treasury bills, notes, and bonds;
Bank Obligations. Obligations (including
certificates of deposit, bankers' acceptances,
commercial paper (see below) and other debt
obligations) of banks subject to regulation by the U.S.
Government and having total assets of $1 billion or
more, and instruments secured by such obligations, not
including obligations of foreign branches of domestic
banks;
Obligations of Savings Institutions. Certificates
of deposit of savings banks and savings and loan
associations, having total assets of $1 billion or
more;
Fully Insured Certificates of Deposit.
Certificates of deposit of banks and savings
institutions, having total assets of less than $1
billion, if the principal amount of the obligation is
insured by the Bank Insurance Fund or the Savings
Association Insurance Fund (each of which is
administered by the Federal Deposit Insurance
Corporation), limited to $100,000 principal amount per
certificate and to 5% or less of the Fund's total
assets in all such obligations and in all illiquid
assets, in the aggregate;
Commercial Paper. Commercial paper rated Prime-1
or better by Moody's Investors Service, Inc.
("Moody's"), A-1 or better by Standard & Poor's
Corporation ("S&P"), Duff 2 or higher by Duff & Phelps,
Inc. ("D&P"), or Fitch 2 or higher by Fitch Investor
Services, Inc. ("Fitch");
Money Market Funds. Securities issued by
registered investment companies holding themselves out
as money market funds which attempt to maintain a
stable net asset value of $1.00 per share; and
Repurchase Agreements. Repurchase agreements with
respect to obligations of the U.S. government, its
agencies or instrumentalities.
Illiquid Securities
The Fund may invest up to 5% of its net assets in
illiquid securities (i.e., securities that are not
readily marketable). For purposes of this restriction,
illiquid securities include, but are not limited to,
restricted securities (securities the disposition of
which is restricted under the federal securities laws),
repurchase agreements with maturities in excess of
seven days and other securities that are not readily
marketable. The Board of Directors of the Corporation,
or its delegate, has the ultimate authority to
determine, to the extent permissible under the federal
securities laws, which securities are liquid or
illiquid for purposes of this 5% limitation. Certain
securities exempt from registration or issued in
transactions exempt from registration under the 1933
Act, such as securities that may be resold to
institutional investors under Rule 144A under the 1933
Act, may be considered liquid under guidelines adopted
by the Board of Directors.
[Any anticipated variation in the portfolio
turnover rate from the fiscal 1998 rate?]
<PAGE>
DIRECTORS AND OFFICERS
Under the laws of the State of Maryland, the Board
of Directors of the Corporation is responsible for
managing its business and affairs. The directors and
officers of the Corporation, together with information
as to their principal business occupations during the
last five years, and other information, are shown
below. Each director who is deemed an "interested
person" as defined in the 1940 Act is indicated by an
asterisk. Mr. Zuccaro has served as a director and
officer of the Corporation since its inception on
October 30, 1997. The other directors and officers,
with the exception of Ms. Romstad, have served as such
since December 10, 1997. Ms. Romstad has served as an
officer of the Corporation since October 2, 1998.
*Robert Zuccaro, President and a Director of the
Corporation.
Mr. Zuccaro, 56 years old, received a Bachelor's
Degree from the University of Bridgeport in 1965 and a
Master's Degree in Business Administration from Pace
University in 1968. Prior to founding what is now
Target Holdings Corporation, doing business as Target
Investors, Inc. ("Advisor") in 1983, Mr. Zuccaro spent
six years with Axe-Houghton, where he was President and
Director of Axe-Houghton Stock Fund and Vice President
and Director of portfolio management of E.W. Axe & Co.
Mr. Zuccaro is the President of the Advisor and is a
Chartered Financial Analyst.
Mr. Zuccaro's address is 15 River Road, Suite 220,
Wilton, Connecticut 06897.
*Phillipp Villhauer, Vice-President, Secretary and
a Director of the Corporation.
Mr. Villhauer, 33 years old, earned a Master's
Degree in Business Administration from Fordham
University in 1994. Prior to joining Advisor as a
portfolio manager/analyst in 1993, Mr. Villhauer was a
trader at Brown Brothers Harriman & Company and an
Assistant Vice-President Trader/Analyst at Gabelli &
Company, Inc.
Mr. Villhauer's address is 15 River Road, Suite
220, Wilton, Connecticut 06897.
*Mary Jane Boyle, Vice-President, Treasurer and a
Director of the Corporation.
Ms. Boyle, 53 years old, earned a Master's Degree
from the University of Bridgeport in 1971. Prior to co-
founding Advisor in 1983, where she serves as Vice-
President, Client Service, Ms. Boyle was a Regional
Sales Director with Mondessa Enterprises, Inc.
Ms. Boyle's address is 15 River Road, Suite 220,
Wilton, Connecticut 06897.
Edward F. Ronan, Jr., a Director of the
Corporation.
Mr. Ronan, 46 years old, earned a B.S. in
accounting from the University of Bridgeport in 1977.
Mr. Ronan is a C.P.A. and a member of Actis-Grande,
Ronan, Carbone & Company, LLC, a certified public
accounting firm and has been with the firm since 1984.
Mr. Ronan served as a director of Q.E.P. Co., Inc., a
flooring tool manufacturer and distributor, from 1993
to 1998.
Mr. Ronan's address is 30 Main Street, Danbury,
Connecticut 06810.
Dennis K. Waldman, a Director of the Corporation.
Mr. Waldman, 44 years old, graduated from the
Massachusetts Institute of Technology in 1976 with a
Bachelor's of Science degree in aeronautical and
astronautical engineering and in electrical engineering
and in 1978 with a Master's of Science degree in
aeronautical and astronautical engineering. Since
1994, Mr. Waldman has served
<PAGE>
as Vice-President of Sales
for Strategic Information Associates, prior to which
time, Mr. Waldman worked at ITS as Vice-President of
Sales. From 1992 to 1994, Mr. Waldman was a sales
representative at Tartan where he was involved in
engineering sales.
Mr. Waldman's address is 62 Windsor Road, Waban,
Massachusetts 02168.
Andrea Romstad, Vice-President of the Corporation.
Ms. Romstad, [age], received a Bachelor's of
Business Administration in marketing management from
Bernard M. Baruch College of the City University of New
York in 1985. Prior to joining Advisor as a __________
in ___________, Ms. Romstad was a credit assistant at
Skandinaviska Enskilda Banken Corporation and a
financial assistant at Finansskandic Corporation.
Ms. Romstad's address is 15 River Road, Suite 220,
Wilton, Connecticut 06897.
As of January 31, 1999, officers and directors of
the Corporation beneficially owned shares of
common stock of the Fund's then outstanding shares.
Directors and officers of the Corporation who are also
officers, directors, employees, or shareholders of
Advisor do not receive any remuneration from the Fund
for serving as directors or officers. Accordingly,
Messrs. Zuccaro and Villhauer, Ms. Boyle and Ms.
Romstad do not receive any remuneration from the Fund
for their services as directors and officers. The
following table provides information relating to
compensation paid to directors of the Corporation for
their services as such for fiscal 1998:
Name Cash Other Total
Compensation Compensation
Edward F. Ronan, Jr. $250 $0 $250
Dennis K. Waldman $250 $0 $250
Each director who is not deemed an "interested
person" of the Fund, as defined in the 1940 Act,
receives $125 per meeting and reimbursement of
reasonable expenses. The Board held two meetings
during fiscal 1998. Disinterested directors may elect
to receive their compensation in the form of cash,
shares of the Fund, or both.
PRINCIPAL SHAREHOLDERS
As of January 31, 1999, the following persons
owned of record or are known by the Fund to own of
record or beneficially 5% or more of the outstanding
shares of the Fund:
Name and Address No. Shares Percentage
[To Be Updated]
Based on the foregoing, as of January 31, 1999,
owned a controlling interest in the Fund. Shareholders
with a controlling interest could effect the outcome of
proxy voting or the direction of management of the
Fund.
<PAGE>
INVESTMENT ADVISOR
Target Holdings Corporation, d.b.a. Target
Investors, Inc. ("Advisor") is the investment advisor
to the Fund. The Advisor is controlled by Robert
Zuccaro who owns 80% of the Advisor.
The investment advisory agreement between the
Corporation and the Advisor dated as of December 31,
1997 ("Advisory Agreement") has an initial term of two
years and thereafter is required to be approved
annually by the Board of Directors of the Corporation
or by vote of a majority of the Fund's outstanding
voting securities. Each annual renewal must also be
approved by the vote of a majority of the Corporation's
directors who are not parties to the Advisory Agreement
or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such
approval. The Advisory Agreement was approved by the
Board of Directors, including a majority of the
disinterested directors on December 10, 1997, and by
the initial shareholder on December 23, 1997. The
Advisory Agreement is terminable without penalty on 60
days' written notice by the Board of Directors, by vote
of a majority of the Fund's outstanding voting
securities, or by the Advisor, and will terminate
automatically in the event of its assignment.
Under the terms of the Advisory Agreement, the
Advisor manages the Fund's investments and business
affairs, subject to the supervision of the Board of
Directors. At its expense, the Advisor provides office
space and all necessary office facilities, equipment,
and personnel for managing the investments of the Fund.
As compensation for its services, the Corporation pays
the Advisor an annual management fee of 1.00% of the
Fund's average daily net assets. The advisory fee is
accrued daily and paid monthly. The organizational
expenses of the Fund were advanced by the Advisor and
will be reimbursed by the Fund over a period of not
more than 60 months. The organizational expenses were
approximately $79,558.
The Advisor has agreed to limit the total
operating expenses of the Fund (excluding interest,
taxes, brokerage and extraordinary expenses) to an
annual rate of 1.72% of the Fund's average net assets
until October 31, 1999. After such date, the Advisor
may from time to time voluntarily (but is not required
or obligated to) waive all or a portion of its fee
and/or absorb certain Fund expenses. Any waiver of
fees or absorption of expenses will be made on a
monthly basis and, with respect to the latter, will be
paid to the Fund by reduction of Advisor's fee. For
the fiscal period ended October 31, 1998, the Fund did
not pay an advisory fee to the Advisor because the
Advisor waived its entire advisory fee. If the Advisor
had not agreed to waive the advisory fee, the Advisor
would have received $10,435 for its investment advisory
services.
FUND TRANSACTIONS AND BROKERAGE
Under the Advisory Agreement, Advisor, in its
capacity as portfolio manager, is responsible for
decisions to buy and sell securities for the Fund and
for the placement of the Fund's securities business,
the negotiation of the commissions to be paid on such
transactions, and the allocation of portfolio brokerage
business. The Fund has no obligation to deal with any
particular broker or dealer; in executing transactions,
the Advisor seeks to obtain the best execution at the
best security price available with respect to each
transaction. The best price to the Fund means the best
net price without regard to the mix between purchase or
sale price and commission, if any. While the Advisor
seeks reasonably competitive commission rates, the Fund
does not necessarily pay the lowest available
commission. Brokerage may be allocated based on the
sale of the Fund's shares.
Section 28(e) of the Securities Exchange Act of
1934, as amended ("Section 28(e)"), permits an
investment advisor, under certain circumstances, to
cause an account to pay a broker or dealer who supplies
brokerage and research services a commission for
effecting a transaction in excess of the amount of
commission another broker or dealer would have charged
for effecting the transaction. Brokerage and research
services include (a) furnishing advice as to the value
of securities, the advisability of investing,
purchasing, or selling securities, and the availability
of securities or purchasers or sellers of securities;
(b) furnishing analyses and reports concerning issuers,
industries, sectors, securities, economic factors and
trends, portfolio strategy, and the performance of
accounts; and (c) effecting securities transactions and
performing functions incidental thereto (such as
clearance, settlement, and custody).
<PAGE>
In selecting brokers or dealers, Advisor considers
investment and market information and other research,
such as economic, securities, and performance
measurement research provided by such brokers or
dealers and the quality and reliability of brokerage
services, including execution capability, performance,
and financial responsibility. Accordingly, the
commissions charged by any such broker or dealer may be
greater than the amount another firm might charge if
Advisor determines in good faith that the amount of
such commissions is reasonable in relation to the value
of the research information and brokerage services
provided by such broker or dealer to the Fund. Advisor
believes that the research information received in this
manner provides the Fund with benefits by supplementing
the research otherwise available to the Fund. Such
higher commissions will not be paid by the Fund unless
(a) Advisor determines in good faith that the amount is
reasonable in relation to the services in terms of the
particular transaction or in terms of Advisor's overall
responsibilities with respect to the accounts,
including the Fund, as to which it exercises investment
discretion; (b) such payment is made in compliance with
the provisions of Section 28(e) and other applicable
state and federal laws; and (c) in the opinion of
Advisor, the total commissions paid by the Fund will be
reasonable in relation to the benefits to the Fund over
the long term. The aggregate amount of brokerage
commissions paid by the Fund for the fiscal period ended
October 31, 1998 was $10,048. [For this same period,
the Fund paid brokerage commissions with respect to
transactions for which research services were provided;
however, neither the Fund nor the Advisor had any
agreement or understanding with any broker or dealer to
direct brokerage to such broker or dealer because of
research services provided.] [Did the Fund acquire any
stock of its regular brokers or dealers last year?]
Advisor places portfolio transactions for other
advisory accounts in addition to the Fund. Research
services furnished by firms through which the Fund
effects its securities transactions may be used by
Advisor in servicing all of its accounts; not all of
such services may be used by Advisor in connection with
the Fund. Advisor believes it is not possible to
measure separately the benefits from research services
to each of the accounts (including the Fund) managed by
it. Because the volume and nature of the trading
activities of the accounts are not uniform, the amount
of commissions in excess of those charged by another
broker or dealer paid by each account for brokerage and
research services will vary. However, Advisor believes
such costs to the Fund will not be disproportionate to
the benefits received by the Fund on a continuing
basis. Advisor seeks to allocate portfolio
transactions equitably whenever concurrent decisions
are made to purchase or sell securities by the Fund and
another advisory account. In some cases, this
procedure could have an adverse effect on the price or
the amount of securities available to the Fund. There
can be no assurance that a particular purchase or sale
opportunity will be allocated to the Fund. In making
such allocations between the Fund and other advisory
accounts, certain factors considered by Advisor are the
respective investment objectives, the relative size of
portfolio holdings of the same or comparable
securities, the availability of cash for investment,
and the size of investment commitments generally held.
CUSTODIAN, TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT
As custodian of the Fund's assets, Fifth Third
Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263,
has custody of all securities and cash of the Fund,
delivers and receives payment for portfolio securities
sold, receives and pays for portfolio securities
purchased, collects income from investments, if any,
and performs other duties, all as directed by the
officers of the Corporation. Sunstone Financial Group,
Inc. ("Sunstone"), 207 East Buffalo Street, Suite 315,
Milwaukee, Wisconsin 53202-5712, acts as transfer agent
and dividend-disbursing agent for the Fund.
ADMINISTRATOR
Pursuant to an Administration and Fund Accounting
Agreement, Sunstone, 207 East Buffalo Street, Suite
400, Milwaukee, Wisconsin 53202, performs certain
administrative and tax reporting functions for the Fund,
including preparing and filing federal and state tax
returns, preparing and filing securities registration
compliance filings with various states, compiling data
for and preparing notices to the SEC, preparing financial
statements for the annual and semi-annual reports to the
SEC and current investors, monitoring the
<PAGE>
Fund's
expense accruals and performing securities valuations
and, from time to time, monitoring the Fund's
compliance with the Fund's investment objective and
restrictions. For these services, Sunstone receives
from the Fund a fee, computed daily and payable
monthly, based on the Fund's average net assets at an
annual rate beginning at 0.20% and decreasing as the
assets of the Fund reach certain levels, subject to an
annual minimum of $65,000, plus out-of-pocket
expenses. For the fiscal period ended October 31, 1998,
Sunstone received $_________ under the Administration
and Fund Accounting Agreement.
DISTRIBUTOR
Under a Distribution Agreement dated November 30,
1998, (the "Distribution Agreement"), AmeriPrime
Financial Securities, Inc., 1793 Kingswood Drive, Suite
200, Southlake, Texas 76092, acts as the principal
distributor of the Fund's shares ("Distributor"). The
Distribution Agreement provides that the Distributor
will use its best efforts to distribute the Fund's
shares. The Fund's shares are offered for sale
continuously at net asset value per share plus a
maximum initial sales charge of 5.25% of the offering
price. Existing shareholders as of November 30, 1998,
are not subject to the sales charge on additional
purchases of Fund shares. Directors and officers of
the Corporation are not subject to the sales charge.
In addition, no sales charge is imposed on the
reinvestment of dividends or capital gains. Certain
other exceptions to the imposition of the sales charge
apply, as discussed more fully in the Prospectus under
the caption "Your Account." The Distribution Agreement
is subject to the same termination and renewal
provisions as are described above with respect to the
Advisory Agreement, except that the Distribution
Agreement need not be approved by the Fund's
shareholders.
The Distributor may pay a portion of the
applicable initial sales charge due upon the purchase
of such shares to the broker, if any, involved in the
trade, as follows:
Dollar Amount of Initial Sales Portion of Initial Sales Charge
Shares Purchased Charge(1) Paid to Broker-Dealers(1)(2)
Less than $50,000 5.25% 5.00%
$50,000 - $100,000 4.50% 4.50%
$100,001 - $250,000 3.50% 3.50%
$250,001 - $500,000 2.50% 2.50%
$500,001 - $1,000,000 2.00% 2.00%
$1,000,001 or more 1.00% 1.00%
(1) Reflected as a percentage of the offering
price of Fund shares. The offering price is
the sum of the net asset value per share plus
the initial sales charge indicated in the table
(the "Offering Price").
(2) All sales charges may at times be paid to
the broker-dealer involved in the trade, if
any. A broker-dealer paid all or substantially
all of the sales charge may be deemed an
"underwriter" under the 1933 Act.
As compensation for its services under the
Distribution Agreement, the Distributor may retain all
or a portion of (i) the initial sales charge from
purchases of Fund shares and (ii) the Rule 12b-1 fees
payable with respect to Fund shares (as described under
"Distribution and Shareholder Servicing Plan," below).
<PAGE>
PLAN OF DISTRIBUTION
Distribution and Shareholder Servicing Plan
The Corporation, on behalf of the Fund, has
adopted a plan pursuant to Rule 12b-1 under the 1940
Act ("Plan") with respect to which certain distribution
and shareholder servicing fees may be paid to
registered securities dealers, financial institutions,
or other persons ("Recipients") who render assistance
in distributing or promoting the sale of Fund shares,
or who provide certain shareholder services to Fund
shareholders, pursuant to a written agreement ("Rule
12b-1 Related Agreement"). Under the terms of the
Plan, the Fund may be required to pay the Recipients a
fee of up to 0.25% of the average daily net assets to
finance activities primarily intended to result in the
sale of Fund shares. The Plan is a "reimbursement"
plan, which means that the fees paid by the Fund under
the Plan are intended as reimbursement for services
rendered and commission fees borne up to the maximum
allowable distribution and shareholder servicing fees.
If more money for services rendered and commission fees
is due than is immediately payable because of the
expense limitation under the Plan, the unpaid amount is
carried forward from period to period while the Plan is
in effect until such time as it may be paid. No
interest, carrying, or other finance charges will be
borne by the Fund with respect to unpaid amounts
carried forward. The Plan has the effect of increasing
the Fund's expenses from what they would otherwise be.
The Board of Directors reviews the Fund's distribution
and shareholder servicing fee payments in connection
with its determination as to continuance of the Plan.
The Plan, including a form of the Rule 12b-1
Related Agreement, has been unanimously approved by the
Board of Directors of the Corporation, including all of
the members of the Board who are not "interested
persons" of the Corporation as defined in the 1940 Act
and who have no direct or indirect financial interest
in the operation of the Plan or any Rule 12b-1 Related
Agreement ("Disinterested Directors") voting
separately.
The Plan, and any Rule 12b-1 Related Agreement
which is entered into, will continue in effect for a
period of more than one year only so long as its
continuance is specifically approved at least annually
by a vote of a majority of the Corporation's Board of
Directors, and of the Disinterested Directors, cast in
person at a meeting called for the purpose of voting on
the Plan, or the Rule 12b-1 Related Agreement, as
applicable. In addition, the Plan, and any Rule 12b-1
Related Agreement, may be terminated without penalty,
by vote of a majority of the Fund's outstanding voting
securities, or by vote of a majority of Disinterested
Directors (on not more than 60 days' written notice in
the case of the Rule 12b-1 Related Agreement only).
Payment of the distribution and shareholder servicing
fees is to be made quarterly, within 30 days after the
quarter for which the fee is payable.
Interests of Certain Persons
With the exception of the Advisor, in its capacity
as the Fund's investment advisor, and the Distributor,
in its capacity as principal distributor of Fund
shares, no "interested person" of the Fund, as defined
in the 1940 Act, and no Disinterested Director has or
had a direct or indirect financial interest in the Plan
or any Rule 12b-1 Related Agreement.
Anticipated Benefits to the Fund
The Board of Directors of the Corporation
considered various factors in connection with its
decision to continue the Plan, including: (a) the
nature and causes of the circumstances which make
continuation of the Plan necessary and appropriate; (b)
the way in which the Plan would address those
circumstances, including the nature and potential
amount of expenditures; (c) the nature of the
anticipated benefits; (d) the merits of possible
alternative plans or pricing structures; and (e) the
possible benefits of the Plan to any other person
relative to those of the Fund.
Based upon its review of the foregoing factors and
the material presented to it, and in light of its
fiduciary duties under relevant state law and the 1940
Act, the Board of Directors determined, in the exercise
of its business judgment, that the Plan was reasonably
likely to benefit the Fund and its shareholders in at
least one or several potential ways. Specifically, the
Board concluded that any Recipients operating under
Rule 12b-1 Related Agreements would have little or no
incentive to incur promotional expenses on behalf of
the Fund if a Rule 12b-1 plan were not in place to
reimburse them, thus making the adoption of the Plan
important to the initial success and thereafter,
continued viability
<PAGE>
of the Fund. In addition, the
Board determined that the payment of Rule 12b-1 fees to
these persons should motivate them to provide an
enhanced level of service to Fund shareholders, which
would, of course, benefit such shareholders. Finally,
the adoption of the Plan would help to increase net
assets under management in a relatively short amount of
time, given the marketing efforts on the part of the
Recipients to sell Fund shares, which should result in
certain economies of scale.
While there is no assurance that the expenditure
of Fund assets to finance distribution of Fund shares
will have the anticipated results, the Board of
Directors believes there is a reasonable likelihood
that one or more of such benefits will result, and
since the Board will be in a position to monitor the
distribution and shareholder servicing expenses of the
Fund, it will be able to evaluate the benefit of such
expenditures in deciding whether to continue the Plan.
Amounts Expensed Under the Plan
For the fiscal year ended October 31, 1998, the
Fund incurred $2,609 under the Plan, all of which was
spent on printing and mailing prospectuses to other
than current shareholders.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Right of Accumulation
The Fund's Right of Accumulation ("ROA") program
allows for reduction of the Fund's initial sales charge
when multiple purchases of Fund shares are combined by
taking advantage of the breakpoints in the sales charge
schedule. Using the ROA, you may purchase Fund shares
at the sales charge applicable to the sum of (i) the
dollar amount then being purchased, plus (ii) the
higher of either (a) the current market value
(calculated at the applicable Offering Price) or (b)
the actual purchase price of all Fund shares already
held by you, your spouse and your minor children or you
and members of a "qualified group." A "qualified
group" is one that was formed at least one year prior
to the ROA purchase, has a purpose other than buying
Fund shares at a discount, has more than 10 members,
can arrange meetings between the Distributor and group
members, agrees to include Fund literature in mailings
to its members, agrees to arrange for payroll
deductions or other bulk transmissions of investment to
the Fund and meets other uniform criteria that allow
the Distributor to achieve cost savings in distributing
shares of the Fund. To receive the ROA, at the time of
purchase, you must give your investment professional,
the Distributor or Sunstone, the Fund's transfer agent,
sufficient information to determine whether the
purchase will qualify for a reduced sales charge.
Automatic Investment Plan
You may make purchases of shares of the Fund
automatically on a regular basis ($1,000 minimum per
transaction). You must meet the Fund's minimum initial
investment of $5,000 before the Automatic Investment
Plan ("AIP") may be established. Under the AIP, your
designated bank or other financial institution debits a
preauthorized amount from your account each designated
period and applies the amount to the purchase of Fund
shares. The Fund requires 10 business days after
receipt of your request to initiate the AIP to verify
your account information. Generally, the AIP will
begin on the next transaction date scheduled by the
Fund for the AIP following this 10 business day period.
AIP transactions are scheduled for the fifth, tenth,
fifteenth, twentieth, twenty-fifth and/or the last day
of every month. AIP transactions also may be scheduled
monthly, quarterly or annually. The AIP can be
implemented with any financial institution that is a
member of the Automated Clearing House. No service fee
is currently charged by the Fund for participation in
the AIP. You will receive a statement on a quarterly
basis showing the purchases made under the AIP. A $20
fee will be imposed by the Fund if for any reason the
transaction cannot be completed. You will also be
responsible for any losses suffered by the Fund as a
result. If you make a purchase pursuant to the AIP,
and request a redemption of such shares shortly
thereafter, the Fund may delay payment of the
redemption proceeds until the Fund verifies that the
proceeds used to purchase the shares were properly
debited from your designated bank or other financial
institution. You may adopt the AIP when you open an
account by completing the appropriate section of the
Purchase Application. You may obtain an application to
establish the AIP after an account is opened by calling
the Fund at 1-800-432-4741. A signature
<PAGE>
guarantee is
required. Changes to bank information must be made in
writing and signed by all registered holders of the
account with the signatures guaranteed by a commercial
bank or trust company in the United States, a member
firm of the NASD or other eligible guarantor
institution. A Notary Public is not an acceptable
guarantor.
Individual Retirement Accounts
In addition to purchasing Fund shares as described
in the Prospectus under "Your Account," individuals may
establish their own tax-sheltered individual retirement
accounts ("IRAs"). The Fund offers two types of IRAs,
a Traditional IRA and a Roth IRA.
Traditional IRA. In a Traditional IRA, amounts
contributed to the IRA may be tax deductible at the
time of contribution depending on whether the investor
is an "active participant" in an employer-sponsored
retirement plan and the investor's income.
Distributions from a Traditional IRA will be taxed at
distribution except to the extent that the distribution
represents a return of the investor's own contributions
for which the investor did not claim (or was not
eligible to claim) a deduction. Distributions prior to
age 59-1/2 may be subject to an additional 10% tax
applicable to certain premature distributions.
Distributions must commence by April 1 following the
calendar year in which the investor attains age 70-1/2.
Failure to begin distributions by this date (or
distributions that do not equal certain minimum
thresholds) may result in adverse tax consequences.
Roth IRA. In a Roth IRA, amounts contributed to
the IRA are taxed at the time of contribution, but
distributions from the IRA are not subject to tax if
you have held the IRA for at least five years and the
distributions are on account of one of four specified
events, i.e., attainment of age 59-1/2, disability, the
purchase of a first home or death. Investors whose
income exceeds certain limits are ineligible to
contribute to a Roth IRA. Distributions that do not
satisfy the requirements for tax-free withdrawal are
subject to income taxes (and possibly penalty taxes) to
the extent that the distribution exceeds your
contributions to the IRA. The minimum distribution
rules applicable to Traditional IRAs do not apply
during the lifetime of the investor. Following the
death of the investor, certain minimum distribution
rules apply.
For Traditional and Roth IRAs, the maximum annual
contribution generally is equal to the lesser of $2,000
or 100% of your compensation (earned income). You may
also contribute to a Traditional IRA or Roth IRA on
behalf of your spouse provided that the individual has
sufficient compensation (earned income). Contributions
to a Traditional IRA reduce the allowable contributions
under a Roth IRA, and contributions to a Roth IRA
reduce the allowable contribution to a Traditional IRA.
Under current IRS regulations, all IRA applicants
must be furnished a disclosure statement containing
information specified by the IRS. Applicants generally
have the right to revoke their account within seven
days after receiving the disclosure statement and
obtain a full refund of their contributions. The
custodian may, in its discretion, hold the initial
contributions uninvested until the expiration of the
seven-day revocation period. The custodian does not
anticipate that it will exercise its discretion but
reserves the right to do so.
Redemptions for Corporate Accounts
Any redemption or transfer of ownership request
for corporate accounts will require the following
written documentation:
1. A written letter of instruction signed by the
required number of authorized officers, along with
their respective positions. For redemption requests in
excess of $10,000, the written request must be
signature guaranteed.
2. A certified Corporate Resolution that states the
date the Resolution was adopted and who is empowered to
act, transfer or sell assets on behalf of the
corporation.
3. If the Corporate Resolution is dated more than 60
days prior to the date of the transaction request, a
Certificate of Incumbency from the Corporate Secretary
which specifically states that the officer or officers
named in the resolutions have the authority to act on
the account. The Certificate of Incumbency
<PAGE>
must be
dated within 60 days of the requested transaction. If
the Corporate Resolution confers authority on officers
by title and not by name, the Certificate of Incumbency
must name the officer(s) and their title(s).
Pricing of Shares
Shares of the Fund are offered and sold on a
continuous basis at the Offering Price, which is the
sum of the net asset value per share (next computed
following receipt of a purchase request in good order
by a dealer, the Distributor or Sunstone, the Fund's
transfer agent, as the case may be) and the applicable
sales charge. The sales charge may be waived for
certain investors. For more information, please see
"Your Account" in the Prospectus.
Fund shares may also be purchased at a reduced sales
charge. Investors who purchase Fund shares on the
fifteenth or the next business day thereafter of any
month will pay an initial sales charge of 1.00% of the
offering price.
The net asset value per share is determined as of
the close of trading (generally 4:00 p.m. Eastern Time)
on each day the New York Stock Exchange (the
"Exchange") is open for business. Purchase orders and
redemption requests received in good order on a day the
Exchange is open for trading, prior to the close of
trading on that day, will be valued as of the close of
trading on that day. Applications for purchase of
shares and requests for redemption of shares received
after the close of trading on the Exchange will be
valued as of the close of trading on the next day the
Exchange is open. The Fund is not required to
calculate its net asset value on days during which the
Fund receives no orders to purchase or redeem shares.
Net asset value per share is calculated by taking the
fair value of the Fund's total assets, including
interest or dividends accrued, but not yet collected,
less all liabilities, and dividing by the total number
of shares outstanding. The result, rounded to the
nearest cent, is the net asset value per share.
In determining net asset value, expenses are
accrued and applied daily and securities and other
assets for which market quotations are available are
valued at fair value. Common stocks and other equity-
type securities are valued at the last sales price on
the national securities exchange or Nasdaq on which
such securities are primarily traded; however,
securities traded on a national securities exchange or
Nasdaq for which there were no transactions on a given
day, and securities not listed on a national securities
exchange or Nasdaq, are valued at the average of the
most recent bid and asked prices. Any securities or
other assets for which market quotations are not
readily available are valued at fair value as
determined in good faith by the Board of Directors of
the Corporation or its delegate. The Board of
Directors may approve the use of pricing services to
assist the Fund in the determination of net asset
value. All money market instruments with maturities
less than 60 days will be valued on an amortized cost
basis.
REDEMPTION IN KIND
The Fund has filed a Notification under Rule 18f-1
under the 1940 Act, pursuant to which it has undertaken
to pay in cash all requests for redemption by any
shareholder of record, limited in amount with respect
to each shareholder during any 90-day period to the
lesser amount of (i) $250,000, or (ii) 1% of the Fund's
net asset value being redeemed, valued at the beginning
of such election period. The Fund intends to pay
redemption proceeds in excess of such lesser amount in
cash, but reserves the right to pay such excess amount
in kind, if it is deemed to be in the best interest of
the Fund to do so. If you receive an in kind
distribution you will likely incur a brokerage charge
on the disposition of such securities through a
securities dealer.
TAXATION OF THE FUND
The Fund intends to qualify annually as a
"regulated investment company" under Subchapter M of
the Code, and, if so qualified will not be liable for
federal income taxes to the extent earnings are
distributed to shareholders on a timely basis. In the
event the Fund fails to qualify as a "regulated
investment company," it will be treated as a regular
corporation for federal income tax purposes.
Accordingly, the Fund would be subject to federal
income taxes and any distributions that it makes would
be taxable and non-deductible by the Fund. This would
increase the cost of investing in the Fund for
shareholders and would make it more economical for
shareholders to invest directly in securities held by
the Fund instead of investing directly in such
securities through the Fund.
<PAGE>
PERFORMANCE INFORMATION
The Fund's historical performance or return may be
shown in the form of various performance figures. The
Fund's performance figures are based upon historical
results and are not necessarily representative of
future performance. Factors affecting the Fund's
performance include general market conditions,
operating expenses, and investment management.
Total Return
The average annual total return of the Fund is
computed by finding the average annual compounded rates
of return over the periods that would equate the
initial amount invested to the ending redeemable value,
according to the following formula:
P(1+T)n = ERV
P = a hypothetical initial payment of $1,000.
T = average annual total return.
n = number of years.
ERV = ending redeemable value of a hypothetical
$1,000 payment made at the beginning of the
stated periods at the end of the stated periods.
Performance for a specific period is calculated by
first taking an investment (assumed to be $1,000)
("initial investment") on the first day of the period
and computing the "ending value" of that investment at
the end of the period. The total return percentage is
then determined by subtracting the initial investment
from the ending value and dividing the remainder by the
initial investment and expressing the result as a
percentage. This calculation reflects the deduction of
the maximum 5.25% initial sales charge. In addition,
this calculation assumes that all income and capital
gains dividends paid by the Fund have been reinvested
at the Fund's net asset value on the reinvestment dates
during the period. Total return may also be shown as
the increased dollar value of the hypothetical
investment over the period.
Cumulative total return represents the simple
change in value of an investment over a stated period
and may be quoted as a percentage or as a dollar
amount. Total returns may be broken down into their
components of income and capital (including capital
gains and changes in share price) in order to
illustrate the relationship between these factors and
their contributions to total return.
The total return for the Fund for the ten months
ended October 31, 1998 was 44.20%, which does not
reflect the sales load that took effect on December 1,
1998.
Comparisons
From time to time, in marketing and other Fund
literature, the Fund's performance may be compared to
the performance of other mutual funds in general or to
the performance of particular types of mutual funds
with similar investment goals, as tracked by
independent organizations. Among these organizations,
Lipper Analytical Services, Inc. ("Lipper"), a widely
used independent research firm which ranks mutual funds
by overall performance, investment objectives, and
assets, may be cited. Lipper performance figures are
based on changes in net asset value, with all income
and capital gains dividends reinvested. The Fund will
be compared to Lipper's appropriate fund category, that
is, by fund objective and portfolio holdings.
The Fund's performance may also be compared to the
performance of other mutual funds by Morningstar, Inc.
("Morningstar"), which ranks funds on the basis of
historical risk and total return. Morningstar's
rankings range from five stars (highest) to one star
(lowest) and represent Morningstar's assessment of the
historical risk level and total return of a fund as a
weighted average for 3, 5, and 10 year periods.
Rankings are not absolute or necessarily predictive of
future performance.
<PAGE>
Evaluations of the Fund's performance made by
independent sources may also be used in advertisements
concerning the Fund, including reprints of or
selections from, editorials or articles about the Fund.
Sources for Fund performance and articles about the
Fund may include publications such as Money, Forbes,
Kiplinger's, Financial World, Business Week, U.S. News
and World Report, the Wall Street Journal, Barron's,
and a variety of investment newsletters.
The Fund may compare its performance to a wide
variety of indices and measures of inflation. There
are differences and similarities between the
investments that the Fund may purchase and the
investments measured by these indices.
The Fund's performance may also be discussed
during television interviews of Advisor personnel
conducted by news organizations to be broadcast in the
United States and elsewhere.
Investors may want to compare the Fund's
performance to that of certificates of deposit offered
by banks and other depository institutions.
Certificates of deposit may offer fixed or variable
interest rates and principal is guaranteed and may be
insured. Withdrawal of the deposits prior to maturity
normally will be subject to a penalty. Rates offered
by banks and other depository institutions are subject
to change at any time specified by the issuing
institution.
Investors may also want to compare the Fund's
performance to that of money market funds. Money
market fund yields will fluctuate and shares are not
insured, but share values usually remain stable.
INDEPENDENT AUDITORS
Ernst & Young LLP, 111 East Kilbourn Avenue,
Milwaukee, Wisconsin 53202, independent auditors for
the Fund, audit and report on the Fund's financial
statements.
FINANCIAL STATEMENTS
The following audited financial statements of the
Fund are incorporated herein by reference to the Fund's
Annual Report for the period ended October 31, 1998,
as filed with the Securities and Exchange Commission
on _________________ ____, 1998:
(a) Schedule of Investments as of October
31, 1998.
(b) Statement of Assets and Liabilities as
of October 31, 1998.
(c) Statement of Operations for the period
ended October 31, 1998.
(d) Statement of Changes in Net Assets for
the period ended October 31, 1998.
(e) Financial Highlights for the period ended
October 31, 1998.
(f) Notes to Financial Statements.
(g) Report of Independent Auditors dated
November 30, 1998.
<PAGE>
PART C
OTHER INFORMATION
Item 23. Exhibits
(a.1) Registrant's Articles of Incorporation (1)
(a.2) Amendment to Registrant's Articles of Incorporation (2)
(b) Registrant's By-Laws (1)
(c) None
(d) Investment Advisory Agreement (2)
(e.1) Distribution Agreement (5)
(e.2) Form of Dealer Agreement (5)
(f) None
(g) Custodian Agreement (2)
(h.1) Transfer Agency Agreement (2)
(h.2) Administration and Fund Accounting Agreement (2)
(i) Opinion and Consent of Godfrey & Kahn, S.C. (2)
(j) Consent of Ernst & Young LLP (6)
(k) None
(l) Subscription Agreement (3)
(m.1) Rule 12b-1 Distribution and Shareholder Servicing Plan (2)
(m.2) Form of 12b-1 Related Agreement (2)
(m.3) Rule 12b-1 Distribution and Shareholder Servicing Plan,
as amended November 30, 1998 (5)
(m.4) Form of Rule 12b-1 Related Agreement, as amended (5)
(n) Financial Data Schedule (4)
(o) None
(p) Powers of Attorney for Directors and Officers (see signature page)
<PAGE>
___________________
(1) Incorporated by reference to Registrant's Form
N-1A as filed with the Commission on October 31,
1997.
(2) Incorporated by reference to Registrant's Pre-
Effective Amendment No. 1 as filed with the
Commission on December 23, 1997.
(3) Incorporated by reference to Registrant's Pre-
Effective Amendment No. 2 as filed with the
Commission on December 30, 1997.
(4) Incorporated by reference to Registrant's
Annual Report for the year ended October 31, 1998,
as filed with the Commission on _______________
____, 1998.
(5) Incorporated by reference to Registrant's Post-
Effective Amendment No. 2 as filed with the
Commission on November 30, 1998.
(6) To be filed by amendment.
Item 24. Persons Controlled by or under Common Control
with Registrant
Registrant neither controls any person nor is
under common control with any other person.
Item 25. Indemnification
Article 6.4 of Registrant's Articles of
Incorporation provides as follows:
The Corporation shall indemnify (a) its Directors
and officers, whether serving the Corporation or at its
request any other entity, to the full extent required
by (i) Maryland law now or hereafter in force,
including the advance of expenses under the procedures
and to the full extent permitted by law, and (ii) the
Investment Company Act of 1940, as amended, and (b)
other employees and agents to such extent as shall be
authorized by the Board of Directors and be permitted
by law. The foregoing rights of indemnification shall
not be exclusive of any other rights to which those
seeking indemnification may be entitled. The Board of
Directors may take such action as is necessary to carry
out these indemnification provisions and is expressly
empowered to adopt, approve and amend from time to time
such resolutions or contracts implementing such
provisions or such further indemnification arrangements
as may be permitted by law.
Item 26. Business and Other Connections of Investment
Advisor
Besides serving as investment advisor to private
accounts, the Advisor is not currently and has not
during the past two fiscal years engaged in any other
business, profession, vocation, or employment of a
substantial nature. Information regarding the
business, profession, vocation, or employment of a
substantial nature of Advisor's directors and officers
is hereby incorporated by reference from the
information contained under "Directors and Officers" in
the SAI.
Item 27. Principal Underwriters
(a) The Distributor also acts as distributor for
The Rockland Funds Trust, The Kenwood Funds, AmeriPrime
Funds and Tanaka Funds, Inc.
(b) The principal business address of AmeriPrime
Financial Securities, Inc., the Registrant's
principal underwriter, is 1793 Kingswood
Drive, Suite 200, Southlake, Texas 76092.
The following information relates to each
officer and director of the Distributor:
Positions and Offices Position and Offices
with with
Name Underwriter Registrant
Kenneth D. Trumpfheller President None
(c) None.
<PAGE>
Item 28. Location of Accounts and Records
All accounts, books or other documents required to
be maintained by Section 31(a) of the Investment
Company Act of 1940, as amended, and the rules
promulgated thereunder are in the possession of Target
Holdings Corporation, doing business as Target
Investors, Inc., Registrant's investment advisor, at
Registrant's corporate offices, except (1) records held
and maintained by Fifth Third Bank, 38 Fountain Square
Plaza, Cincinnati, Ohio 45263, relating to its function
as custodian, (2) records held and maintained by
Sunstone Financial Group, Inc., 207 East Buffalo
Street, Suite 315, Milwaukee, Wisconsin 53202-5712,
relating to its function as transfer agent, and (3)
records held and maintained by Sunstone Financial
Group, Inc., 207 East Buffalo Street, Suite 400,
Milwaukee, Wisconsin 53202, relating to its function as
administrator and fund accountant.
Item 29. Management Services
All management-related service contracts entered
into by Registrant are discussed in Parts A and B of
this Registration Statement.
Item 30. Undertakings.
Registrant undertakes to call a meeting of
shareholders, if requested to do so by the holders of
at least 10% of the Registrant's outstanding shares,
for the purpose of voting upon the question of removal
of a director or directors. Registrant also undertakes
to assist in communications with other shareholders as
required by Section 16(c) of the 1940 Act.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933 and the Investment Company Act of 1940, the
Registrant has duly caused this Post-Effective
Amendment No. 3 to the Registration Statement on Form N-
1A to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wilton and
State of Connecticut on the 16th day of December,
1998.
GRAND PRIX FUNDS, INC.
(Registrant)
By:/s/ Robert Zuccaro
----------------------
Robert Zuccaro
President
Each person whose signature appears below
constitutes and appoints Robert Zuccaro, his true and
lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to
sign any and all post-effective amendments to this
Registration Statement and to file the same, with all
exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission
and any other regulatory body, granting unto said
attorney-in-fact and agent, full power and authority to
do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Post-Effective Amendment No. 3 to the
Registration Statement on Form N-1A has been signed
below by the following persons in the capacities and on
the date(s) indicated.
Name Title Date
/s/ Robert Zuccaro President and a December 16, 1998
- ------------------ Director
Robert Zuccaro
/s/ Phillipp Villhauer Vice President, December 16, 1998
- ----------------------- Secretary
Phillipp Villhauer and a Director
/s/ Mary Jane Boyle Vice President, December 16, 1998
- --------------------- Treasurer and a
Mary Jane Boyle Director
Director December ____, 1998
- ------------------------
Edward F. Ronan, Jr.
- ---------------------- Director December ____, 1998
Dennis K. Waldman
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
(a.1) Registrant's Articles of Incorporation
(previously filed as Exhibit 1 to Registrant's Form
N-1A)
(a.2) Amendment to Registrant's Articles
of Incorporation (previously filed as Exhibit
1.2 to Registrant's Pre-Effective Amendment
No. 1 to Registrant's Form N-1A, File Nos.
333-39133 and 811-8461)
(b) Registrant's By-Laws (previously filed as
Exhibit 2 to Registrant's Form N-1A)
(c) None
(d) Investment Advisory Agreement
(previously filed as Exhibit 5 to
Registrant's Pre-Effective Amendment No. 1 to
Registrant's Form N-1A, File Nos. 333-39133
and 811-8461)
(e.1) Distribution Agreement (previously
filed as Exhibit (e.1) to Registrant's Post-
Effective Amendment No. 2 to Registrant's
Form N-1A, File Nos. 333-39133 and 811-8461)
(e.2) Form of Dealer Agreement
(previously filed as Exhibit (e.2) to
Registrant's Post-Effective Amendment No. 2
to Registrant's Form N-1A, File Nos. 333-
39133 and 811-8461)
(f) None
(g) Custodian Agreement (previously filed as
Exhibit 8 to Registrant's Pre-Effective
Amendment No. 1 to Registrant's Form N-1A,
File Nos. 333-39133 and 811-8461)
(h.1) Transfer Agency Agreement
(previously filed as Exhibit 9.1 to
Registrant's Pre-Effective Amendment No. 1 to
Registrant's Form N-1A, File Nos. 333-39133
and 811-8461)
(h.2) Administration and Fund Accounting
Agreement (previously filed as Exhibit 9.2 to
Registrant's Pre-Effective Amendment No. 1 to
Registrant's Form N-1A, File Nos. 333-39133
and 811-8461)
(i) Opinion and Consent of Godfrey & Kahn,
S.C. (previously filed as Exhibit 10 to
Registrant's Pre-Effective Amendment No. 1 to
Registrant's Form N-1A, File Nos. 333-39133
and 811-8461)
(j) Consent of Ernst & Young LLP*
(k) None
(l) Subscription Agreement (previously filed
as Exhibit 13 to Registrant's Pre-Effective
Amendment No. 2 to Registrant's Form N-1A,
File Nos. 333-39133 and 811-8461)
(m.1) Rule 12b-1 Distribution and
Shareholder Servicing Plan (previously filed
as Exhibit 15.1 to Registrant's Pre-Effective
Amendment No. 1 to Registrant's Form N-1A,
File Nos. 333-39133 and 811-8461)
(m.2) Form of 12b-1 Related Agreement
(previously filed as Exhibit 15.2 to
Registrant's Pre-Effective Amendment No. 1 to
Registrant's Form N-1A, File Nos. 333-39133
and 811-8461)
(m.3) Rule 12b-1 Distribution and
Shareholder Servicing Plan, as amended
November 30, 1998 (previously filed as
Exhibit (m.3) to Registrant's Post-Effective
Amendment No. 2 to Registrant's Form N-1A,
File Nos. 333-39133 and 811-8461)
(m.4) Form of Rule 12b-1 Related
Agreement, as amended (previously filed as
Exhibit (m.4) to Registrant's Post-Effective
Amendment No. 2 to Registrant's Form N-1A,
File Nos. 333-39133 and 811-8461)
(n) Financial Data Schedule (previously
filed as Exhibit 27 to Registrant's Annual
Report for the year ended October 31, 1998,
File Nos. 333-39133 and 811-8461)
(o) None
(p) Powers of Attorney for Directors and Officers
(see signature page)
___________________
* To be filed by amendment.
