Filed Pursuant to Rule 497(c)
Registration Nos: 333-39133
811-8461
PROSPECTUS
August 2, 1999
[Logo]
Grand Prix Funds, Inc.
GRAND PRIX FUND
Wilton Executive Campus
15 River Road, Suite 220
Wilton, Connecticut 06897
1-800-307-4880 (Fund Information)
1-800-432-4741 (Account Information)
Website: www.grandprixfund.com
Fund Symbol: GPFFX
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.
____________________
The Securities and Exchange Commission (the "SEC")
has not approved or disapproved of these securities or
passed upon the adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.
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TABLE OF CONTENTS
SUMMARY 3
PERFORMANCE 4
FUND FEES AND EXPENSES 5
INVESTMENT OBJECTIVE 6
IMPLEMENTATION OF INVESTMENT OBJECTIVE 7
FUND MANAGEMENT 8
OPENING AN ACCOUNT 9
FINANCIAL HIGHLIGHTS 15
VALUATION OF FUND SHARES 16
DISTRIBUTION AND SHAREHOLDER SERVICING PLANS 16
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAX TREATMENT 16
YEAR 2000 ISSUE 17
ADDITIONAL INFORMATION 18
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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. The Advisor selects common stocks without
regard to a company's market capitalization, so the
Fund's investments may be in companies that have small,
medium or large market capitalizations. The Fund may
also invest a limited amount of assets in short-term
money market securities. For more information, see
"Implementation of Investment Objective."
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 possibility 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.
* 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.
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* Short-Term Trading Risk: The Fund trades actively
and frequently. 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.
You should be aware that you may lose money by investing in the Fund.
PERFORMANCE
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
111.83%
The Fund's fiscal year end is October 31st. The
Fund's year-to-date total return as of June 30, 1999
was 22.00%.
Best and Worst Quarterly Returns
BEST WORST
48.65 % 5.71 %
(4th quarter, 1998) (3rd quarter, 1998)
Total Returns as of 12/31/98
1 Year
Fund 100.79 %
S&P 500 Index* 28.58 %
* The S&P 500 Index is an unmanaged index
generally representative of the U.S. stock market.
Please note that the returns presented in the
chart entitled "1998 Calendar Year Total Return" and in
the table entitled "Best and Worst Quarterly Returns"
do not reflect the 5.25% maximum sales charge imposed
on the Fund's Class A shares. The returns presented in
the "Total Returns" table do, however, reflect this
sales charge.
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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)
Class A Class C
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 5.25%(2) 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends (as a percentage of offering price) None None
Annual Fund Operating Expenses (expenses that are
deducted from Fund assets)(3)
Management Fees 1.00% 1.00%
Rule 12b-1 (Distribution and Service) Fees(4) 0.25% 1.00%
Other Expenses 1.60%(5) 1.60%(6)
Total Annual Fund Expenses 2.85% 3.60%
Fee Waiver/Expense Reimbursement 1.13%(5) 1.13%(6)
Net Expenses 1.72% 2.47%
____________
(1) A $25 fee will be charged for returned checks
or electronic funds transfers. If you redeem shares
by wire, you will be charged a $12 fee. For
additional information, see "Opening an Account."
(2) Certain investors are exempt from paying some
or all of this sales load. For more information,
see "Opening an 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 Plans."
(5) Pursuant to an expense cap agreement dated
February 26, 1999, as amended August 2, 1999,
between the Advisor and the Fund, the Advisor has
agreed to limit the total operating expenses of the
Fund's Class A shares to an annual rate of 1.72% of
the Fund's average net assets attributable to the
Class A shares until February 29, 2000. From
February 29, 2000 until February 28, 2002, the
Advisor has agreed to limit the Class A shares'
total operating expenses to 1.75%. After such date,
the expense limitation may be terminated or revised
at any time. "Other expenses" are presented before
any waivers or reimbursements.
(6) Pursuant to an expense cap agreement dated
February 26, 1999, as amended August 2, 1999,
between the Advisor and the Fund, the Advisor has
agreed to limit the total operating expenses of the
Fund's Class C shares to an annual rate of 2.47% of
the Fund's average net assets attributable to the
Class C shares until February 29, 2000. From
February 29, 2000 until February 28, 2002, the
Advisor has agreed to limit the Class C shares'
total operating expenses to 2.50%. After such date,
the expense cap may be terminated or revised at any
time. "Other expenses" are presented before any
waivers or reimbursements and have been estimated.
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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 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
each class's total annual operating expenses remain the
same each year. Please note that the one- and three-
year numbers are based on each class's net expenses
resulting from the expense cap agreements described
above. The five- and ten- year numbers are based on
the Fund's expenses before any waiver or
reimbursements. Although your actual costs may be
higher or lower, based on these assumptions your costs
would be as follows:
Class A (1) Class C (2)
1 year $ 694 $ 351
3 years $1,043 $ 865
5 years $1,638 $1,627
10 years $3,239 $3,627
(1) The 5.25% maximum sales charge imposed on
purchases of Class A shares is reflected in the
Example.
(2) The 1.00% sales charge imposed on purchases of
Class C shares is reflected in the Example.
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. The Fund may invest in companies of all
sizes.
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. One sector, however, like technology, may
include various industries, like networking,
telecommunications, software, semiconductors or
voice-processing. Thus, the Fund may be heavily
invested in one sector, while being diversified among
several industries and may take relatively large
positions in a single issuer. The Fund will be more
susceptible to adverse economic, political, regulatory
or market developments affecting a single sector,
industry or issuer. This may increase the Fund's
volatility.
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 earnings growth of at least 20%;
* top 10% relative price strength; and
* projected positive earnings surprises of at least 5%.
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 stocks and rebalances
the portfolio weekly according to the highest ranked
scores.
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
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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 American Depositary
Receipts.
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.
Common Stocks and Other Equity Securities
The Fund will invest in common stocks and other
equity securities. Other equity securities may include
depositary 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 the 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.
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
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 the other 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 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;
<PAGE>
* Bankers' acceptances;
* Commercial paper and commercial paper master notes;
* 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
Target Investors, Inc. (the "Advisor"), 15 River
Road, Suite 220, Wilton, Connecticut 06897, is a
Florida corporation. The Advisor has been serving
clients since 1983. As of June 30, 1999, the Advisor
managed approximately $550 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. Pursuant to an expense cap
agreement, 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 attributable to the
Class A shares and 2.47% of the Fund's average daily
net assets attributable to the Class C shares until
February 29, 2000. From February 29, 2000 until
February 28, 2002, the Advisor has agreed to limit the
Class A total operating expenses to 1.75% and the Class
C total operating expenses to 2.50%. 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 and brokerage
transactions.
<PAGE>
Portfolio Manager
President of the Advisor since 1983, 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.
Mr. Zuccaro entered the investment management business
in 1967 as an analyst with the Value Line Survey.
Prior to founding the Advisor in 1983, Mr. Zuccaro
spent six years with Axe-Houghton, where he was
President and a 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 and has more than 30 years of experience in the
investment business.
Custodian
Firstar Bank Milwaukee, N.A. ("Firstar Bank"), 777
East Wisconsin Avenue, Milwaukee, Wisconsin 53202, acts
as custodian of the Fund's assets.
Transfer Agent and Administrator
Firstar Mutual Fund Services, LLC ("Firstar"), 615
East Michigan Street, Milwaukee, Wisconsin 53202,
serves as transfer agent for the Fund (the "Transfer
Agent") and as the Fund's administrator.
Distributor
T. O. Richardson Securities, Inc., 2 Bridgewater
Road, Farmington, Connecticut 06032-2256, 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. The Distributor may pay Rule
12b-1 fees to persons entering into 12b-1 related
agreements. Such persons may include the Advisor. The
Distributor and the 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
Choosing a Class
The Fund offers two classes of shares: Class A
and Class C. Each Class has its own cost structure.
Class A Class C
* Maximum front-end * Maximum front-end sales
sales charge of 5.25% charge of 1.00%.
with break points and
certain exceptions.
* Distribution and * Distribution and
service expenses equal to service expenses equal to
0.25% of average net 1.00% of average net assets.
assets.
Purchasing Shares
In General. Fund shares may be purchased through
any dealer that has entered into a sales agreement with
the Distributor, or through the Distributor directly.
The Transfer Agent may also accept purchase
applications.
<PAGE>
Class A Shares. Class A 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 the Transfer Agent, as the case may be)
and the sales charge as set forth below. See
"Valuation of Fund Shares." No sales charge is imposed
on the reinvestment of dividends or capital gains. The
sales charge imposed on purchases of Class A shares is
as follows:
Total Sales Charge
As a Percentage As a Percentage
Your Investment of Offering Price of Your Investment
Less than $50,000 5.25% 5.54%
$50,000 but less than $100,000 4.50% 4.71%
$100,000 but less than $250,000 3.50% 3.63%
$250,000 but less than $500,000 2.50% 2.56%
$500,000 but less than $1,000,000 2.00% 2.04%
$1,000,000 or more 1.00% 1.01%
Class A 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 attributable to the Class A
shares. See "Distribution and Shareholder Servicing
Plans."
Class C Shares. Class C shares are offered and
sold on a continual basis at the next 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 the Transfer
Agent, as the case may be) and the 1.00% initial sales
charge. See "Valuation of Fund Shares." No sales
charge is imposed on the reinvestment of dividends or
capital gains. Class C shares are also subject to Rule
12b-1 fees in an aggregate amount of 1.00% of the
average daily net assets of the Fund attributable to
the Class C shares. See "Distribution and Shareholder
Servicing Plans."
Sales Charge Waivers
The following investors may purchase Class A
shares 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 $250,000);
* beneficial owners of wrap accounts who are clients
of registered broker/dealers having a selling or
service agreement with the Distributor;
* clients of fee-only financial planners or fee-only
registered investment advisors and financial planners
or investment advisors who have entered into an
agreement with the Distributor or Advisor for clients
participating in comprehensive fee programs;
* owners of private accounts managed by the Advisor;
* persons who owned Fund shares on November 30, 1998;
* persons who sell Fund shares, invest the proceeds
in the Firstar Money Market Funds and subsequently
reinvest in the Fund;
* directors, officers and full-time employees of the
Fund, the Distributor, Firstar and affiliates of such
companies (including the Advisor) and spouses and
family members of such persons; and
<PAGE>
* 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.
Certain investors may purchase Class A shares at a
reduced sales charge. For additional information on
sales charge reductions for Class A shares, please see
the SAI or call the Fund at 1-800-307-4880.
Minimum Investment. Required minimum investments
are as follows:
INITIAL ADDITIONAL
MINIMUM MINIMUM
TYPE OF ACCOUNT INVESTMENT INVESTMENT
Regular $5,000 $1,000
Automatic Investment Plan $5,000 $ 250
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.
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
1-800-307-4880.
Your completed Purchase Application should be mailed directly to:
Grand Prix Funds, Inc.
P.O. Box 701
Milwaukee, WI 53201-0701
To purchase shares by overnight or express mail,
please use the following street address:
Grand Prix Funds, Inc.
c/o Firstar Mutual Fund Services, LLC
Third Floor
615 East Michigan Street
Milwaukee, WI 53202
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 12 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. A Purchase
Application must be submitted prior to or at the time
of wiring funds. Funds should be wired through the
Federal Reserve System as follows:
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Firstar Bank Milwaukee, N.A.
A.B.A. Number: 075000022
For credit to: Firstar Mutual Fund Services, LLC
Account Number: 112-952-137
For further credit to: Grand Prix Funds, Inc.
(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 an 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 13 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 Offering Price next computed
after receipt by the Fund of the proceeds from your
bank account, which is typically the same day. 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 1-800-307-4880 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
($250 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 1-800-307-4880. 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, Roth IRA, SEP-IRA and SIMPLE 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.
<PAGE>
Additional Purchase Information. Payment may be
delayed for up to 12 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 $25 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 may also be responsible for any
losses suffered by the Fund as a result.
You are automatically provided with the privilege
to initiate telephone redemptions. 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.
Money Market Exchange
The Fund has established a program through which
you can exchange shares of the Fund for shares of the
Firstar Money Market Funds (the "Firstar Funds").
Exchange requests are available for exchanges of $1,000
or more. The Firstar Funds are no-load money market
funds managed by an affiliate of Firstar. The Firstar
Funds are unrelated to the Fund. However, the Advisor
may be compensated by the Firstar Funds for servicing
and related services. This exchange privilege is a
convenient way to buy shares in money market funds. To
use the exchange privilege you must first invest in the
Fund. Before exchanging into the Firstar Funds, please
read the applicable prospectus, which may be obtained
by calling 1-800-307-4880. Firstar will charge a $5.00
fee for each exchange transaction that is executed via
the telephone.
Redeeming Shares
In General. You may redeem shares of either class
at any time; provided, however, that the Fund reserves
the right to refuse any purchase following a redemption
and may limit the amount involved. 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 $12 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 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;
* the redemption request is made within 30 days of
an address change; or
* the redemption request is for $50,000 or more.
<PAGE>
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. 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 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 of $1,000 to $50,000, 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 $50,000 must be made in
writing and signed by each registered holder. A
redemption request within 30 calendar days after an
address change must be in writing and signed by each
registered holder of the account with signatures
guaranteed. A Notary Public is not an acceptable
guarantor.
A wire payment of redemption proceeds will
normally be made in federal funds on the next business
day. There is currently a $12 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
701, Milwaukee, WI 53201-0701. If you wish to send the
information via overnight delivery, you may send it to:
Grand Prix Funds, Inc., c/o Firstar Mutual Fund
Services, LLC, Third Floor, 615 East Michigan Street,
Milwaukee, WI 53202. Redemption requests made via fax
will not be accepted by the Fund.
Redeeming Shares through Broker/Dealers.
Investors may be charged a fee if they redeem shares of
the Fund through a broker or dealer.
Systematic Withdrawal Plan. The System Withdrawal
Plan ("SWP") allows you to make automatic withdrawals
from your account at regular intervals. Redemptions
for the purpose of satisfying such withdrawals may
reduce or even exhaust your account. If the amount
remaining in your account is not sufficient to make a
SWP payment, the remaining amount will be redeemed and
the SWP will be terminated. Please see the SAI for
more information.
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.
<PAGE>
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.
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 net asset value of the class of
shares 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 you 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 (fiscal year-end) and
for the sixth months ended April 30, 1999. 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). The information for
the period from January 1, 1998 to October 31, 1998 has
been audited by Ernst & Young LLP, whose report, along
with the Fund's financial statements, is included in
the Fund's annual report, which is available upon
request. The information for the six months ended
April 30, 1999 has not been audited. The information
below is for the Fund's Class A shares only. The
Fund's Class C shares were not offered until the date
of this Prospectus.
Six Months Period From
Ended January 1, 1998
April 30, 1999 to October 31, 1998
Net asset value, beginning of period $ 14.42 $ 10.00
Net investment loss (0.05) (0.10)
Net realized and unrealized
gains on investments 10.00 4.52
Total from investment operations 9.95 4.42
Less distributions from net
realized gains (2.63) --
<PAGE>
Net asset value, end of period $ 21.74 $ 14.42
Total Return (1) (2) 78.41% 44.20%
Ratios/supplemental data:
Net assets, end of period $44,633,031 $1,595,408
Ratio of expenses to
average net assets (3)(4) 1.70% 1.65%
Ratio of net investment loss
to average net assets (3)(4) (1.15)% (1.03)%
Portfolio turnover rate 441.9% 521.6%
______________________
(1) The total return calculation does not
reflect any sales load imposed on the purchase
of shares.
(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 2.84% and 15.93%, and
the ratio of net investment loss to average net
assets would have been (2.29)% and (15.31)% for
the periods ended April 30, 1999 and October
31, 1998, respectively.
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 or the request is received.
DISTRIBUTION AND SHAREHOLDER SERVICING PLANS
The Fund has adopted a plan pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended
(the "12b-1 Plan") with respect to each class of
shares, which authorizes it to pay the Distributor
certain distribution and shareholder servicing fees.
Under the Class A 12b-1 Plan, the Class A shares may be
required to pay the Distributor a distribution and
shareholder servicing fee of up to 0.25% of the Fund's
average daily net assets attributable to the Class A
shares. The Class C Plan provides that the Class C
shares will be required to pay the Distributor (i) a
distribution fee of 0.75% of the Fund's average daily
net assets attributable to the Class C shares and (ii)
a shareholder servicing fee of 0.25% of the Fund's
average daily net assets attributable to the Class C
shares. The 12b-1 Plan has the effect of increasing
each class'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 Plans, 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
<PAGE>
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.
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. The election to receive dividends or reinvest
them may be changed by writing to the Fund at Grand
Prix Funds, Inc., P.O. Box 701, Milwaukee, WI
53201-0701. 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,
Firstar Bank and Firstar. 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. However, there can be
no assurance that the computer systems of the domestic
and foreign companies in which the Fund invests will be
timely converted or that the value of such investments
will not be adversely affected by the Year 2000 Issue.
<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
Mary Jane Boyle, Vice-President and Treasurer
Andrea Romstad, Vice-President and Secretary
INVESTMENT ADVISOR
Target Holdings Corporation, d.b.a. Target
Investors, Inc.
15 River Road, Suite 220
Wilton, Connecticut 06897
CUSTODIAN
Firstar Bank Milwaukee, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
ADMINISTRATOR AND TRANSFER AGENT
Firstar Mutual Fund Services, LLC
For overnight deliveries, use: For regular mail deliveries, use:
Grand Prix Funds, Inc. Grand Prix Funds, Inc.
c/o Firstar Mutual Fund Services, LLC P.O. Box701
Third Floor Milwaukee, WI 53201-0701
615 East Michigan Street
Milwaukee, Wisconsin 53202
INDEPENDENT AUDITORS
Ernst & Young LLP
111 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
DISTRIBUTOR
T. O. Richardson Securities, Inc.
2 Bridgewater Road
Farmington, Connecticut 06032-2256
<PAGE>
LEGAL COUNSEL
Godfrey & Kahn, S.C.
780 N. Water Street
Milwaukee, Wisconsin 53202
<PAGE>
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 in this
Prospectus. The Fund's SAI is also available on the
Website noted in 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 numbers in 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.
