As filed with the Securities and Exchange Commission on October 3, 2000
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. 8 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 10 [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) of Rule 485
[ ] on January 31, 2000 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485
[X] on December 29, 2000 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>
We will amend and complete the information in this prospectus. Although we are
permitted by U.S. federal securities laws to offer shares of the Super Index
Fund using this prospectus, we may not sell them or accept your offer to buy
them until the registration statement filed with the SEC relating to shares of
the Super Index Fund has been declared effective by the SEC. This prospectus
is not an offer to sell shares of the Super Index Fund or our solicitation of
your offer to buy these securities in any jurisdiction where that would not be
permitted or legal.
Subject to Completion, dated October 3, 2000
PROSPECTUS
December 29, 2000
[Logo]
Grand Prix Funds, Inc.
GRAND PRIX FUND
SUPER INDEX 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
Grand Prix Fund Ticker Symbol: GPFFX
The investment objective of both the
Grand Prix Fund and the Super Index Fund is
capital appreciation. The Grand Prix 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. The Super Index
Fund seeks to achieve its investment
objective by investing in the common stocks
of the five largest companies, based on
market capitalization, in each of the
following four market indices: the S&P 500
Index, the S&P MidCap 400 Index, the S&P
SmallCap 600 Index and the Nasdaq Composite
Index.
This Prospectus contains information
you should consider before you invest in
the Funds. 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.
<PAGE>
[Photo of Bob Zuccaro] Nationally acclaimed portfolio manager with
30 years of investment experience managing
money through 7 bull markets, 6 bear markets
and 5 recessions. Former President and portfolio
manager of the Axe Houghton Stock Fund.
Portfolio Manager
Bob Zuccaro, CFA
TABLE OF CONTENTS
SUMMARY 3
PERFORMANCE 5
FUND FEES AND EXPENSES 6
INVESTMENT OBJECTIVE 7
IMPLEMENTATION OF INVESTMENT OBJECTIVE 9
FUND MANAGEMENT 11
OPENING AN ACCOUNT 12
FINANCIAL HIGHLIGHTS 18
VALUATION OF FUND SHARES 19
DISTRIBUTION AND SHAREHOLDER SERVICING PLANS 19
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAX TREATMENT 20
ADDITIONAL INFORMATION 21
PURCHASE APPLICATION INSIDE BACK COVER
<PAGE>
SUMMARY
What are the Funds' goals?
The Grand Prix Fund's investment objective or
goal is capital appreciation. The Fund attempts to
achieve this goal by choosing investments that the Fund's
investment advisor, Target Investors, Inc. (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.
The Super Index Fund's investment objective or
goal is also capital appreciation. The Fund attempts
to achieve this goal by allocating its assets among
the common stocks of the five largest companies, based
on market capitalization, in each of the following
four market indices: the S&P 500 Index, the S&P MidCap
400 Index, the S&P SmallCap 600 Index and the Nasdaq
Composite Index. Market capitalization refers to the
number of shares a company has outstanding multiplied
by the market price per share. Since the Fund will be
largely passively managed, the Fund's portfolio turnover
and trading costs should be lower than those of the
average equity fund.
What will the Funds invest in?
The Grand Prix Fund invests primarily in common
stocks of companies which the Advisor characterizes as
"growth" companies. The Fund will generally hold no
more than 25 different common stocks at any one time.
The Fund may concentrate its investments in relatively
few market sectors while being diversified among several
industries. The common stocks held for investment are
selected by the Advisor 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's investments may also include American Depository
Receipts. The Fund may hold cash and/or invest in short-term
money market securities to meet anticipated redemption requests,
to pay expenses, pending investment and to respond to
adverse market or other conditions.
The Super Index Fund invests primarily in 20 different
common stocks, holding positions in the five largest companies
in each of the S&P 500, the S&P MidCap 400, the S&P SmallCap
600 and the Nasdaq Composite market indices. The "largest
companies" in each market index are the largest in terms of
market capitalization. Because the Fund's assets will be
allocated among companies in each of these market indices,
the Fund will hold positions in companies with small, medium
and large market capitalizations. The Fund may invest in
American Depository Receipts of foreign companies that are
included in these market indices if such companies are among
the "largest." While the Fund seeks to remain fully invested
at all times, the Fund may hold cash and/or invest a limited
amount of its assets in short-term money market securities
to meet anticipated redemption requests, to pay expenses and
pending investment. The Fund may concentrate its investments
in relatively few industries.
Is an investment in the Grand Prix Fund appropriate for me?
The Fund is suitable for long-term
investors only. The Fund is not a short-
term investment vehicle. An investment in
the Grand Prix Fund may be appropriate for you if:
* your goal is capital appreciation;
* you want to allocate some portion of
your longterm 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.
<PAGE>
Is an investment in the Super Index Fund appropriate for me?
The Fund is suitable for long-term investors only.
The Fund is not a short-term investment vehicle. An
investment in the Super Index Fund may be appropriate for
you if:
* your goal is capital appreciation;
* you have no immediate financial
requirements for this investment;
* you are willing to accept a level of
volatility that is somewhat higher
than the stock market in general;
* you want to capture returns similar to
the overall stock market; and
* you want to participate in a cross section
of the overall stock market.
What are the main risks of investing in the Funds?
The main risks of investing in the Funds, which
are common risks applicable to both Funds, are:
* Stock Market Risk: Equity mutual funds like the Funds
are subject to stock market risks and significant
fluctuations in value. If the stock market declines
in value, the Funds are likely to decline in value. Stocks
are generally more volatile than bonds.
* Liquidity Risk: The Advisor may not be able to sell stocks
held in a Fund's portfolio at an optimal time or price.
* Small Cap Investing Risk: Some of the companies in which
the Funds may invest will have small market capitalizations
relative to other companies. The value of securities of
smaller, less well-known companies can be more volatile than
that of larger companies and can react differently to political,
market and economic developments than the market as a whole
and other types of stocks. Smaller companies can have more
limited product lines, markets and financial resources.
* ADR Risk: Both Funds may invest in American Depository
Receipts which may involve risks in addition to the risks
associated with domestic securities. Foreign securities are
affected by changes in currency rates and by political and
economic developments abroad. Foreign companies, in general,
are not subject to the regulatory requirements of U.S.
companies and, as such, there may be less publicly available
information about these companies. Moreover, foreign
accounting, auditing and financial reporting standards
generally are different from those applicable to U.S. companies.
* Leveraging Risk: Both Funds may borrow
money to purchase investments. Leverage is a
speculative technique that provides the
opportunity for greater total return but
also involves risks. If a 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.
* Non-Diversification Risk: Because the
Funds are not diversified, they may invest
a relatively large amount of their
respective assets in a few companies, which
may increase volatility.
In addition to the risks discussed above, special
risks of investing in the Grand Prix Fund are:
* Stock Selection Risk: The stocks
selected by the Advisor for the Fund may
decline in value or not increase in value
when the stock market in general is rising.
* Short-Term Trading Risk: The Fund
trades actively and frequently. You may
realize significant 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.
<PAGE>
* Sector Concentration Risk: While the Fund
will not concentrate its investments in any
one industry, the Fund may be heavily invested
in relatively few market sectors, which may
increase volatility.
In addition to the risks discussed above, special
risks of investing in the Super Index Fund are:
* Passive and Full Investment Risk: Since the
Fund will be largely passively managed and
seeks to remain fully invested at all times,
it may be more difficult to shift assets from
one stock or group of stocks to another based
on their prospects, or from stocks into bonds
or cash in an attempt to cushion the impact
of a market decline.
* Industry Concentration Risk: Because of the
Fund's investment strategy of investing in the
five largest companies in each of the S&P 500
Index, the S&P MidCap 400 Index, the S&P
SmallCap 600 Index and the Nasdaq Composite
Index, the Fund's investments may be heavily
concentrated in relatively few industries at
any one time, which may increase volatility.
As with any mutual fund, there can be no guarantee
that the Funds will achieve their investment objectives.
In addition, the share price of each Fund may decline so
that when you sell your shares, you may lose money.
PERFORMANCE
The performance information that follows gives you some
indication of the risks of an investment in the Grand Prix
Fund by showing changes in the Fund's performance from year to
year and by showing how the Fund's average annual returns for
one year and since inception compare with those of a broad measure
of market performance. Please remember that the Grand Prix Fund's
past performance does not reflect how the Fund may perform in the
future. There is no performance information to report for the
Super Index Fund, as this Fund is first being offered for sale to
the public as of the date of this Prospectus.
Grand Prix Fund
Class A Shares Calendar Year Total Returns
111.83% 147.76%
1998 1999*
*From January 1, 2000 through September 30, 2000, the total return was ___%
Grand Prix Fund
Class A Shares
Best and Worst Quarterly Returns
BEST WORST
90.18 % 2.25 %
(4th quarter, 1999) (2nd quarter, 1999)
<PAGE>
Grand Prix Fund
Average Annual Total Returns as of December 31, 1999
Class/Index One Year Since Inception
Class A 134.78% 123.04% (12/31/97)
S&P 500 Index* 21.04% 24.75% Index* (12/31/97)
Class C N/A 113.48% (08/05/99)**
S&P 500 Index* N/A 13.15% (08/05/99)**
* The S&P 500 Index is an unmanaged index generally representative
of the U.S. stock market.
** Not annualized.
Please note that the returns presented in the chart entitled
"Grand Prix Fund Class A Shares Calendar Year Total Returns" and in
the table entitled "Grand Prix Fund Class A Shares Best and Worst
Quarterly Returns" do not reflect the 5.25% maximum sales charge
imposed on the Fund's Class A shares. If this sales charge was
reflected, the returns would be less than those shown. The returns
presented in the "Grand Prix Fund Average Annual Total Returns as
of December 31, 1999" table do, however, reflect this sales charge.
FUND FEES AND EXPENSES
The following table describes the fees and expenses that you
may pay if you buy and hold shares of the Funds:
Grand Prix Fund Super Index Fund
Class A Class C Class A Class C
Shareholder Fees (fees paid directly
from your investment)(1)
Maximum Sales Charge (Load) Imposed on 5.25%(2) 1.00% 5.25%(2) 1.00%
Purchases (as a percentage of
offering price)
Maximum Sales Charge (Load) Imposed on None None None None
Reinvested Dividends (as a percentage
of offering price)
Annual Fund Operating Expenses (expenses
that are deducted from Fund assets)(3)
Management Fees 1.00% 1.00% 0.80% 0.80%
Rule 12b-1 (Distribution and Service) Fees 0.25% 1.00% 0.25% 1.00%
Other Expenses 0.75%(4) 0.75%(5) [ ]%(6) [ ]%(6)
-------- -------- -------- --------
Total Annual Fund Expenses 2.00% 2.75% [ ]% [ ]%
======== ======== ======== ========
Fee Waiver/Expense Reimbursement 0.25%(4) 0.25%(5) [ ]%(6) [ ]%(6)
-------- -------- -------- --------
Net Expenses 1.75% 2.50% 1.25% 2.00%
======== ======== ======== =======
_____________________
(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."
<PAGE>
(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) Pursuant to an expense cap agreement
dated February 26, 1999, as amended
August 2, 1999, between the Advisor and
the Grand Prix Fund, the Advisor has
contractually agreed to limit the Class A
total operating expenses to an annual
rate of 1.75% until February 28, 2002.
After such date, the expense limitation
may be terminated or revised at any time.
"Other expenses" are presented before any
waivers or reimbursements.
(5) Pursuant to an expense cap agreement
dated August 2, 1999 between the Advisor
and the Grand Prix Fund, the Advisor has
contractually agreed to limit the Class C
total operating expenses to an annual
rate of 2.50% until February 28, 2002.
After such date, the expense limitation
may be terminated or revised at any time.
"Other expenses" are presented before any
waivers or reimbursements.
(6) "Other expenses" are based on
estimated amounts to be incurred during
the fiscal year ended October 31, 2001.
Pursuant to an expense cap agreement
dated _______________, 2000 between the
Advisor and the Super Index Fund, the
Advisor has contractually agreed to limit
the Class A total operating expenses
to an annual rate of 1.25% and the Class
C total operating expenses to an annual
rate of 2.00% until ____________________.
After such date, the expense limitation may
be terminated or revised at any time.
"Other expenses" have been estimated and
are presented before any waivers or
reimbursements.
Example
The following Example is intended to help
you compare the cost of investing in one or
both of the Funds with the cost of investing in
other mutual funds. The Example assumes that you
invest $10,000 in each 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-year numbers are based on each class's net
expenses resulting from the expense cap agreements
described above. The three-, five- and ten- year
numbers are based on each Fund's expenses before
any waivers or reimbursements. Although your
actual costs may be higher or lower, based on these
assumptions your costs would be as follows:
Grand Prix Fund Super Index Fund
Class A (1) Class C (2) Class A (1) Class C (2)
1 year $ 694 $ 351 $[ ] $[ ]
3 years $1,072 $ 896 $[ ] $[ ]
5 years $1,500 $1,492 $[ ] $[ ]
10 years $2,686 $3,106 $[ ] $[ ]
______________________
(1) The 5.25% maximum sales charge imposed
on purchases of Class A shares is
reflected in the Example.
(2) The 1.00% maximum sales charge imposed
on purchases of Class C shares is
reflected in the Example.
INVESTMENT OBJECTIVE
Grand Prix Fund
The Grand Prix 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.
<PAGE>
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 company. The Fund will
be more susceptible to adverse economic,
political, regulatory or market developments
affecting a single sector, industry or company.
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 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 significant 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 invest at least 95% of its
assets in equity securities, holding
positions in generally no more than 25
companies at any one time. However, to
meet anticipated redemption requests, to
pay Fund expenses, pending investment and
to respond to adverse market or other
conditions, the Fund may invest up to 35%
of its assets in short-term money market
securities and cash. The Fund may also
invest a limited amount of its assets,
generally not more than 20% of its net
assets, in American Depositary Receipts.
Super Index Fund
The Super Index Fund's investment
objective is capital appreciation. The
Fund seeks to achieve its investment
objective by investing primarily in 20
different common stocks, holding positions
in the five largest companies, based on
market capitalization, in each of the S&P
500, the S&P MidCap 400, the S&P SmallCap
600 and the Nasdaq Composite market
indices. The size of the position held in
each security will be determined by the
Advisor in its sole discretion.
The S&P 500 Index is an unmanaged stock
index comprised of 500 common stocks from
primarily large capitalization companies
that represent a broad spectrum of the U.S.
economy and a substantial part of the U.S.
stock market's total capitalization. The
S&P MidCap 400 Index is an unmanaged stock
index comprised of 400 common stocks from
the mid-size company segment of the U.S.
market. The S&P SmallCap 600 Index is an
unmanaged stock index comprised of 600
common stocks from the small company
segment of the U.S. market. The Nasdaq
Composite Index is a broad-based, unmanaged
stock index comprised of all common stocks
listed on the Nasdaq Stock Market.
Currently, the Nasdaq Composite Index
includes the common stock of over 5,000
companies. Because the Fund's assets will
be allocated among companies in each of
these market indices, the Fund will hold
positions in companies with small, medium
and large market capitalizations, and may
invest in American Depository Receipts of
foreign companies that are included in
these market indices if such companies are
among the "largest." The Fund's
investments may also be concentrated in
relatively few industries.
<PAGE>
The Fund does not attempt to buy
securities based on the Advisor's economic,
financial or market analyses, but instead
employs a passive investment approach.
This means that when buying securities, the
Advisor simply selects the top five
companies, based entirely on market
capitalization, in each applicable market
index. If the same security appears as one
of the top five securities in more than one
market index, the Advisor will not purchase
duplicate positions in the security.
Instead, the Advisor will buy the security
as part of its overall investment in one
market index and with respect to the other
index or indices in which the security
appears, the Advisor will skip the security
and purchase the next largest security.
For example, if Microsoft is one of the
five largest companies in both the S&P 500
and the Nasdaq Composite market indices,
the Advisor will purchase the security as
part of its overall investment in the S&P
500 Index, but will not purchase the
security as a part of its overall
investment in the Nasdaq Composite Index.
Rather, the Advisor will purchase the top
five securities in the Nasdaq Composite
Index without regard to Microsoft.
When selling securities, the Advisor
employs a mixed passive/active investment
approach. On the passive side of the
equation, the Advisor will sell a security
if necessary to ensure that the Fund's assets
are allocated among the five largest companies
in each of the applicable market indices
from which the Fund invests. On the active
side of the equation, the Advisor will also
sell a security when the price of the
security has deteriorated significantly,
regardless of its position in the applicable
market index, which is similar to the sell
strategy used by the Advisor with respect to
the Grand Prix Fund.
Since the Fund will be largely
passively managed, the Fund will not trade
actively or frequently, which should result
in lower portfolio turnover and trading
costs relative to the average equity fund.
The annual portfolio turnover rate could
range from 25% to 50%, but generally will
not exceed 50%.
The Fund's portfolio is not constructed
to have aggregate investment characteristics
similar to those of the market indices from
which it invests, nor does the Fund seek to
parallel the performance of any or all of
these market indices. The Fund intends to
remain fully invested at all times, but may
invest a limited amount of its assets in
short-term money market securities and cash
to meet anticipated redemption requests, to
pay Fund expenses and pending investment.
The Fund's investment in such instruments
will generally not exceed 5% of its assets.
The Super Index Fund is not sponsored
by or affiliated with Standard & Poor's or
the Nasdaq Stock Market.
IMPLEMENTATION OF INVESTMENT OBJECTIVE
The Funds may invest in the following
securities and use the following investment
techniques in implementing their respective
investment objectives. Some of these
securities and investment techniques
involve special risks, which are described
below and in the Funds' Statement of
Additional Information ("SAI").
Common Stocks and Other Equity Securities
Both Funds will invest in common stocks.
In addition, the Grand Prix Fund may invest in
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 Funds are subject to stock
market risks and significant fluctuations
in value. If the stock market declines in
value, the Funds are likely to decline in
value. Increases or decreases in the value
of stocks are generally greater than for
bonds or other debt instruments.
Unseasoned Companies
The Grand Prix Fund may invest up to 10%
of its assets in the securities of unseasoned
companies. These are companies that have been
in operation for less than three years. The
securities of such companies may have limited
liquidity and the prices of such securities may
be volatile.
<PAGE>
Non-Diversification
Both Funds are "non-diversified,"
which means that they invest in a more
limited number of companies than other
mutual funds. Each Fund may invest up to
50% of its 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. Each
Fund may also invest the other 50% of its
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. The
Grand Prix Fund generally expects to invest
in no more than 25 companies at any one time,
while the Super Index Fund intends to invest
in no more than 20 companies. Non
diversification involves an increased risk
of loss to the Funds if the market value of
a security held by the Funds declines.
Concentration
While the Grand Prix Fund will not
concentrate its investments in any one
industry, the Fund may be heavily invested
in relatively few market sectors since
companies considered by the Advisor to be
"growth" companies are often in the same or
related sectors. The Super Index Fund, on
the other hand, may concentrate its
investments in relatively few industries at
any one time if necessary in order to effect
its investment strategy of investing in the
largest companies in each of the S&P 500,
the S&P MidCap 400, the S&P SmallCap 600
and the Nasdaq Composite market indices.
By concentrating their securities holdings
in this manner, the volatility of the
Funds' investment performance may increase
and the Funds could incur greater losses
than mutual funds that invest in a broader
spectrum of market sectors or industries.
Temporary Strategies
To meet anticipated redemption requests,
to pay Fund expenses, pending investment and
to respond to adverse market, economic,
political or other conditions, the Grand
Prix Fund may hold cash and/or invest up to
35% of its assets in short-term fixed-income
securities issued by private and governmental
institutions. The Super Index Fund, on the
other hand, intends to be fully invested at
all times and, therefore, will only hold cash
and/or invest in short-term fixed income
securities to meet anticipated redemption
requests, to pay Fund expenses and pending
investment which, in any case, generally
will not exceed 5% of its assets. Short-term
fixed income securities include:
* U.S. government securities;
* certificates of deposit;
* bankers' acceptances;
* commercial paper and commercial
paper master notes;
* repurchase agreements; and
* other short-term fixed-income securities.
With respect to the Grand Prix Fund, if
these temporary strategies are used for
responding to adverse market, economic,
political or other 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 these temporary strategies, the Fund may
not achieve its investment objective.
ADRs
The Grand Prix Fund may invest up to
20% of its net assets in American
Depositary Receipts ("ADRs") or other
foreign instruments denominated in U.S.
dollars. The Super Index Fund may also
invest in ADRs to the extent foreign
companies are included in the market
indices from which the Fund invests. 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 companies 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
<PAGE>
attributable to foreign investing, such
as custody charges and brokerage costs,
are higher than those attributable to
domestic investing. In addition, the
value of the Funds' assets will increase
or decrease in response to fluctuations
in the value of foreign currencies.
FUND MANAGEMENT
Management
The Funds have entered into an
Investment Advisory Agreement with the
Advisor under which the Advisor manages the
Funds' investments and business affairs,
subject to the supervision of the Funds'
Board of Directors.
Advisor. Target Investors, Inc., 15
River Road, Suite 220, Wilton, Connecticut
06897, is a Florida corporation. The
Advisor has been serving clients since
1983. As of October 31, 2000, the Advisor
managed approximately [$700] million for
individual and institutional clients.
Under the Investment Advisory
Agreement, the Advisor receives an annual
management fee of 1.00% of the Grand Prix
Fund's average daily net assets and 0.80%
of the Super Index Fund's average daily net
assets. The management fee is accrued
daily and paid monthly. Pursuant to an
expense cap agreement, the Advisor agreed
to limit the Grand Prix Fund's operating
expenses to an annual rate of 1.75% of the
Fund's average daily net assets attributable
to the Class A shares and 2.50% of the Fund's
average daily net assets attributable to the
Class C shares until February 28, 2002. While
the Advisor is contractually obligated to limit
the Grand Prix Fund's operating expense in this
way, the Fund's expenses are such that it
is unlikely that this expense limitation will
be invoked during the remainder of the term of
the agreement. The Advisor has also agreed to
limit the Super Index Fund's operating expenses
to an annual rate of 1.25% of the Fund's average
daily net assets attributable to the Class
A shares and 2.00% of the Fund's average daily
net assets attributable to the Class C shares
until ___________________. After such date,
the Advisor may voluntarily waive all or a
portion of its management fee and/or reimburse
certain Fund expenses without further
notification of the commencement or termination
of such waiver or reimbursement. Any waivers or
reimbursements will have the effect of temporarily
lowering a Fund's overall expense ratio and
increasing its overall return to investors. For
the fiscal year ended October 31, 2000, the Grand
Prix Fund paid the Advisor $________________ in
management fees.
Under the Investment Advisory
Agreement, not only is the Advisor
responsible for management of the Funds'
assets, but also for portfolio and
brokerage transactions.
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, N.A., 777 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202, acts as
custodian of the Funds' assets.
Transfer Agent and Administrator
Firstar Mutual Fund Services, LLC
("Firstar"), 615 East Michigan Street,
Milwaukee, Wisconsin 53202, serves as
transfer agent for the Funds (the "Transfer
Agent") and as the Funds' 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
<PAGE>
the Funds' 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 Fund
This Prospectus offers two Funds: the
Grand Prix Fund and the Super Index Fund.
Both Funds seek capital appreciation as
their primary investment objective.
The Grand Prix Fund attempts to achieve its
investment objective by investing in common
stocks of companies which the Advisor
characterizes as "growth" companies. The
Super Index Fund attempts to achieve its
investment objective by allocating its
assets among the common stocks of the five
largest companies, based on market
capitalization, included in each of the S&P
500, the S&P MidCap 400, the S&P SmallCap
600 and the Nasdaq Composite market
indices.
Choosing a Class
Each 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 sales * Maximum front-end sales
charge of 5.25% with charge of 1.00%.
break points and certain
exceptions.
* Distribution and * Distribution and
service fees equal to service fees equal to 1.00%
0.25% of average net assets. of average net 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.
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%
<PAGE>
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 applicable 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
applicable 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:
* institutional retirement plans,
including 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 $1,000,000);
* 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 Grand Prix Fund shares
on November 30, 1998 may purchase shares
of the Grand Prix Fund at net asset value;
* persons who sell shares in either Fund,
invest the proceeds in the Federated Prime
Cash Series fund and subsequently reinvest
in shares of either Fund;
* directors, officers and full-time employees
of the Funds, the Distributor, Firstar and
affiliates of such companies (including the
Advisor) and spouses and family members of
such persons; and
* 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 Funds at 1-800-307-4880.
Minimum Investment. Required minimum investments are as follows:
ADDITIONAL
INITIAL 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 Funds reserve the right to reject any
order for the purchase of shares or to limit or
suspend, without prior notice, the offering
of shares. The required minimum investments
may be waived by the Funds at any time.
<PAGE>
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 Funds by calling 1-800-307-4880.
Your completed Purchase Application should be mailed to:
Grand Prix Funds, Inc.
P.O. Box 701
Milwaukee, Wisconsin 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
615 East Michigan Street, Third Floor
Milwaukee, Wisconsin 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 Funds 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:
Firstar Bank, N.A.
A.B.A. Number: 042000013
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 Funds to establish privileges and to verify
your account information. Payment of redemption
proceeds may be delayed and taxes may be withheld
unless the Funds receive a properly completed and
executed purchase application. The Funds reserve
the right to refuse a telephone transaction if
the Funds believe it advisable to do so. If you
have any questions, please call the Funds 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 Funds, 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" below 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 Funds to draw on your
preauthorized bank account as shown on the
records of the Funds and receive the
proceeds by electronic funds transfer.
Electronic funds transfers may be made
commencing 13 business days after receipt
by the Funds of your request to adopt this
service. This time period allows the Funds
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
Funds of the
<PAGE>
proceeds from your bank account, which is
typically the same day. See "Additional
Purchase Information" below 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 Funds 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 set forth above. Be sure to
include your account number. Wired funds
are considered received in good order on the
day they reach the Funds' bank account by
the Funds' 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 Funds
automatically on a regular basis ($250
minimum per transaction). You must meet
the Funds' 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. The sales charge for
Class A shares will be reduced to 1% for
those persons who adopt the AIP. You may
obtain an application to establish the AIP
after an account is opened by calling the
Funds at 1-800-307-4880. For additional
information on the AIP, please see the
Funds' SAI.
Individual Retirement Accounts. You
may invest in the Funds by establishing a
tax-sheltered individual retirement account
("IRA"). The Funds offer the Traditional
IRA, Roth IRA, SEP-IRA and SIMPLE IRA. For
additional information on IRA options,
please see the Funds' 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.
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 Funds 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 Funds 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
Funds as a result.
When you open an account, 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 Funds 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" below.
In order to relieve you of
responsibility for the safekeeping and
delivery of stock certificates, the Funds
do not issue certificates.
Money Market Exchange
The Funds have established a program
through which you can exchange shares of
the Funds for shares of the Federated Prime
Cash Series fund. Exchange requests are
available for exchanges of $1,000 or more.
This exchange privilege is a convenient way
to buy shares in a money market fund. To
use the exchange privilege, you must first
invest in one or both of the Funds. Before
exchanging into the Federated Prime Cash
Series fund, please
<PAGE>
read the prospectus for the fund, which may
be obtained by calling 1-800-307-4880. A
$5.00 fee will be charged 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 Funds reserve 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
Funds. 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 Funds 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.
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 Funds will mail payment for redemption
proceeds within seven days after proper
instructions for redemption are received.
However, the Funds may delay payment on
redemptions of recent purchases made by
check until the Funds verify 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. You may
redeem shares in an amount of $1,000 to
$50,000 by calling the Funds 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 Funds. A redemption
request in excess of $50,000 must be made
in writing and signed by each registered
holder. If you make a redemption request
within 30 calendar days after changing your
address, the request 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. This
fee 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 Funds. Once
the funds are transmitted, the time of
receipt and the availability of the funds
are not within the Funds' control. The
Funds reserve the right to delay payment
for a period of up to seven days after
receipt of the redemption request.
The Funds reserve the right to refuse
a telephone redemption request if the Funds
believe it is advisable to do so.
Procedures for redeeming shares of the
Funds by telephone may be modified or
terminated by the Funds at any time. In an
effort to prevent unauthorized or
fraudulent redemption requests by
telephone, the Funds have
<PAGE>
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 Funds 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 Funds by
telephone, you may also redeem shares by
mailing the redemption request to: Grand
Prix Funds, Inc., P.O. Box 701, Milwaukee,
Wisconsin 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, 615 East
Michigan Street, Third Floor, Milwaukee,
Wisconsin 53202. Redemption requests made
via fax will not be accepted by the Funds.
Redeeming Shares through Broker-
Dealers. You may be charged a fee if you
redeem Fund shares through a broker-dealer.
Systematic Withdrawal Plan. The
Systematic 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 Funds' SAI for more information.
Additional Redemption Information. The Funds
reserve 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 Funds 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 Funds' SAI for more
information.
Redemption in Kind
The Funds have 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 Funds' SAI
for more information.
<PAGE>
Shareholder Reports and Information
The Funds will provide the following
statements and reports:
Confirmation Statements. Except for
AIP transactions, after each transaction
that affects your 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 with the Funds.
FINANCIAL HIGHLIGHTS
Financial data for the Grand Prix Fund
are presented below. The financial
highlights table is intended to help you
understand the Grand Prix Fund's financial
results for the period from December 31,
1997 (commencement of operations) through
October 31, 2000. The total returns in the
table represent the rate that an investor
would have earned on an investment in the
Grand Prix Fund (assuming reinvestment of
all dividends and distributions). This
information has been audited by Ernst &
Young LLP, whose report, along with the
Grand Prix Fund's financial statements, is
included in the Grand Prix Fund's annual
report, which is available upon request.
There are no financial data to report for
the Super Index Fund.
<TABLE>
August 5, 1999(1) December 31,
Year Ended Year Ended through 1997(2) through
October 31, 2000 October 31, 1999 October 31, 1999 October 31, 1998
Class A Class C Class A Class C Class A
<S> <C> <C> <C>
Per share data:
Net asset value, beginning
of period $ $ $14.42 $20.55 $10.00
Income from investment
operations:
Net investment loss(3) (0.32) (0.13) (0.10)
Net realized and
unrealized gains on
investments 16.74 7.75 4.52
Total from investment
operations 16.42 7.62 4.42
_____ _____ _____ _____ _____
Less distributions from net
realized gains (2.63)
_____ _____ _____ _____ _____
Net asset value, end of period $ $ $28.21 $28.17 $14.42
===== ===== ===== ===== =====
Total return(4)(5) % % 131.51% 37.08% 44.20%
<PAGE>
Supplemental data and ratios:
Net assets, end of
period (000's) $ $ $92,500 $9,730 $1,595
Ratio of operating expenses to
average net assets(6) % % 1.72% 2.47% 1.65%
Ratio of interest expense to
average net assets % % 0.04% 0.19% --
Ratio of net investment loss to
average net assets(6) % % (1.45)% (2.41)% (1.03)%
Portfolio turnover rate(7) % % 764.3% 764.3% 521.6%
</TABLE>
______________________
(1) Effective August 5, 1999, the Grand Prix
Fund offered a second class of shares, Class C.
(2) Commencement of operations of the Grand Prix Fund.
(3) Net investment loss per share represents
net investment loss divided by the
monthly average shares of beneficial
interest outstanding.
(4) Not annualized.
(5) The total return does not reflect the 5.25%
and 1.00% front-end sales charge for the
Class A and Class C shares, respectively.
(6) Net of reimbursements and waivers. Without
reimbursements and waivers, the ratio of
operating expenses to average net assets
for the Class A shares for the periods ended
October 31, 2000 and October 31, 1999 would
have been ___% and 2.24%, respectively, and
for the Class C shares for the periods ended
October 31, 2000 and October 31, 1999 would
have been ___% and 3.14%, respectively. The
ratio of net investment loss to average net
assets for the Class A shares for the periods
ended October 31, 2000 and October 31,
1999 would have been ___% and (1.97)%,
respectively, and for the Class C shares
for the periods ended October 31, 2000
and October 31, 1999 would have been ___
and (3.08)%, respectively.
(7) Portfolio turnover is calculated on the
basis of the Grand Prix Fund as a whole
without distinguishing between the
classes of shares issued.
VALUATION OF FUND SHARES
The price of a Fund's shares is
based on its net asset value, and is
determined as of the close of regular
trading (generally 4:00 p.m. Eastern Time)
on each day the Exchange is open for
business. Net asset value is calculated
by taking the market value of each Fund's
total assets, including interest and
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. Net asset
value is not determined on days the
Exchange is closed for trading. The
Exchange is currently closed on New
Year's Day, Martin Luther King, Jr. Day,
President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving
Day and Christmas Day. In addition, if any
of these holidays fall on a Saturday, the
Exchange will not be open for trading on
the preceding Friday, and when such holiday
falls on a Sunday, the Exchange will not be
open for trading on the succeeding Monday,
unless unusual business conditions exist,
such as the ending of a quarterly or yearly
accounting period. 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 Funds have adopted a plan pursuant
to Rule 12b1 under the Investment Company
Act of 1940, as amended (the "12b-1 Plan")
with respect to each class of shares, which
authorizes the Funds to pay the Distributor
certain distribution and shareholder servicing
fees. Under the Class A 12b-1 Plan, the Class
A shares may be required
<PAGE>
to pay the Distributor a distribution and
shareholder servicing fee of up to 0.25% of
each 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 each Fund's average daily net assets
attributable to the Class C shares and (ii)
a shareholder servicing fee of 0.25% of
each 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 each 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 Funds
more than paying other types of sales
charges. For additional information on the
12b-1 Plans, please see the Funds' 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 Funds 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 Funds, 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 Funds have held the security and not
the length of time you have held shares in
the Funds. Each Fund expects that, because
of its investment objective, its
distributions will consist primarily of
long- and short-term capital gains (rather
than dividend income). 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 Funds intend to pay dividends from
net investment income annually and to
distribute all net realized capital gains
at least annually. In addition, the Funds
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 both Funds 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, each 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 gains distributions
will automatically be reinvested in
additional Fund shares at the then
prevailing net asset value unless you
specifically request that either dividends
or capital gains or both be paid in cash.
The election to receive dividends or
reinvest them may be changed by writing to
the Funds at Grand Prix Funds, Inc., P.O.
Box 701, Milwaukee, Wisconsin 53201-0701.
The election is effective for distributions
with a dividend record date on or after the
date on which the Funds receive notice of
the election.
If you do not furnish the Funds with
your correct social security number or
taxpayer identification number, the Funds
are 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%.
An exchange of Fund shares for shares
of the Federated Prime Cash Series fund
pursuant to the Funds' exchange privilege
is treated the same as an ordinary sale and
purchase for federal income tax purposes
and you will realize a capital gain or
loss. An exchange is not a tax-free
transaction.
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.
<PAGE>
ADDITIONAL INFORMATION
DIRECTORS ADMINISTRATOR AND TRANSFER AGENT
Robert Zuccaro Firstar Mutual Fund Services, LLC
Mary Jane Boyle
Edward F. Ronan, Jr. For overnight deliveries, use:
Dennis K. Waldman Grand Prix Funds, Inc.
c/o Firstar Mutual Fund Services, LLC
OFFICERS 615 East Michigan Street, Third Floor
Milwaukee, Wisconsin 53202
Robert Zuccaro, President
Mary Jane Boyle, Vice-President, For regular mail deliveries, use:
Secretary and Treasurer Grand Prix Funds, Inc.
P.O. Box 701
INVESTMENT ADVISOR Milwaukee, Wisconsin 53201-0701
Target Investors, Inc. DISTRIBUTOR
15 River Road, Suite 220
Wilton, Connecticut 06897 T.O. Richardson Securities, Inc.
2 Bridgewater Road
CUSTODIAN Farmington, Connecticut 06032-2256
Firstar Bank, N.A. LEGAL COUNSEL
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202 Godfrey & Kahn, S.C.
780 N. Water Street
Milwaukee, Wisconsin 53202
INDEPENDENT AUDITORS
Ernst & Young LLP
111 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
The Funds' SAI contains additional information about
the Funds. Because the Super Index Fund is first being
offered for sale to the public as of the date of this
Prospectus, there is no information available regarding the
Super Index Fund's investments or performance. Additional
information about the Grand Prix Fund's investments,
however, is contained in its annual and semi-annual reports
to shareholders. The Grand Prix 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 Funds' 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. These documents may also be
obtained from certain financial intermediaries, including
the Distributor, through which Fund shares may be purchased
and sold. Shareholder inquiries and requests for other
information about the Funds can be directed to the Funds at
the address and toll-free telephone numbers in this
Prospectus.
Information about the Funds (including the SAI) can be
reviewed and copied at the SEC's Public Reference Room in
Washington, D.C. Please call the SEC at 1-202-942-8090 for
information relating to the operation of the Public
Reference Room. Reports and other information about the
Funds are also available on the EDGAR Database 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 e-mailing or writing
the Public Reference Section of the SEC at
[email protected] or Washington, D.C. 20549-0102.
The Funds' 1940 Act File Number is 811-8461.
<PAGE>
We will amend and complete the information in this
prospectus. Although we are permitted by U.S. federal
securities laws to offer shares of the Super Index Fund
using this prospectus, we may not sell them or accept your
offer to buy them until the registration statement filed
with the SEC relating to shares of the Super Index Fund has
been declared effective by the SEC. This prospectus is not
an offer to sell shares of the Super Index Fund or our
solicitation of your offer to buy these securities in any
jurisdiction where that would not be permitted or legal.
Subject to Completion, dated October 3, 2000
STATEMENT OF ADDITIONAL INFORMATION
GRAND PRIX FUNDS, INC.
GRAND PRIX FUND
SUPER INDEX 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
Grand Prix Fund Ticker Symbol: GPFFX
This Statement of Additional
Information is not a prospectus and should
be read in conjunction with the Prospectus
of the Grand Prix Fund and the Super Index
Fund, dated December 29, 2000. Each Fund
is a series of Grand Prix Funds, Inc. (the
"Corporation").
The Super Index Fund is first being
made available to investors as of the date
hereof. Accordingly, there are no
financial statements for the Super Index
Fund. However, the Grand Prix Fund's
audited financial statements for the year
ended October 31, 2000 are incorporated
herein by reference to its Annual Report.
A copy of the Funds' 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 December 29, 2000.
<PAGE>
TABLE OF CONTENTS
FUND ORGANIZATION 3
INVESTMENT RESTRICTIONS 3
IMPLEMENTATION OF INVESTMENT OBJECTIVE 5
DIRECTORS AND OFFICERS 7
PRINCIPAL SHAREHOLDERS 9
INVESTMENT ADVISOR 9
FUND TRANSACTIONS AND BROKERAGE 10
CUSTODIAN, TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT 11
ADMINISTRATOR 12
DISTRIBUTOR 12
CODE OF ETHICS 13
PLAN OF DISTRIBUTION 14
PURCHASE, REDEMPTION AND PRICING OF SHARES 16
REDEMPTION IN KIND 20
TAXATION OF THE FUNDS 20
PERFORMANCE INFORMATION 20
INDEPENDENT AUDITORS 22
FINANCIAL STATEMENTS 22
In deciding whether to invest in the Funds,
you should rely on information in this Statement
of Additional Information ("SAI") and related
Prospectus. The Funds have not authorized
others to provide additional information.
The Funds have 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 management investment
company, commonly referred to as a mutual fund. The
Corporation is organized as a Maryland corporation and
was incorporated on October 30, 1997.
The Corporation is authorized to issue shares of
common stock in series and classes. The Corporation
currently offers two series of shares: the Grand Prix Fund
and the Super Index Fund. The shares of common stock of
each Fund are further divided into two classes: Class A and
Class C. Each share of common stock of each class of shares
of each Fund is entitled to one vote, and each share is
entitled to participate equally in dividends and capital gains
distributions by the respective class of shares and in
the residual assets of the respective class in the event of
liquidation. However, each class of shares of each Fund bears
its own expenses, is subject to its own sales charges and has
exclusive voting rights on matters pertaining to the Rule 12b-1
distribution and shareholder servicing plan as it relates to
that class.
No certificates will be issued for
shares held in your account. You will,
however, have full shareholder rights.
Generally, the Funds 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 following are the fundamental investment restrictions
applicable to each Fund which cannot be changed without the
approval of a majority of the relevant Fund's outstanding voting
securities. A "majority of the relevant 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 Grand Prix Fund may not:
1. Invest more than 25% of its total assets in
securities of companies in any on industry.
Neither Fund may:
2. Issue senior securities, except as permitted under
the 1940 Act.
3. 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.
4. 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).
5. 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.
6. 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. Borrow money, except that the Fund 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
<PAGE>
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, each Fund 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 investment objective of both Funds, which is
to seek capital appreciation, is also a
fundamental investment policy which cannot be
changed without the approval of the relevant
Fund's outstanding voting securities.
With the exception of the investment restriction
set forth in item 7 above, if a percentage
restriction is adhered to at the time of
investment, a later increase or decrease in
percentage resulting from a change in a
Fund's assets (i.e., due to cash inflows or
redemptions) or in the market value of the
investment will not constitute a violation of
that restriction.
The following are the non-fundamental
investment restrictions applicable to each
Fund which may be changed by the Board of
Directors of the Funds without shareholder
approval.
Neither Fund may:
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.
<PAGE>
IMPLEMENTATION OF INVESTMENT OBJECTIVE
The following information supplements
the discussion of the Funds' investment
objectives and strategies described in the
Prospectus under the captions "Investment
Objective" and "Implementation of Investment
Objective."
Convertible Securities
The Grand Prix 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 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:
* have higher yields than common stocks,
but lower yields than comparable non-convertible
securities;
* are less subject to fluctuation in
value than the underlying stock since
they have fixed income
characteristics; and
* provide the potential for capital
appreciation if the market price of
the underlying common stock increases.
A convertible security may be subject to
redemption at the option of the company
issuing the security at a price established
in the convertible security's governing
instrument. If a convertible security held
by the Grand Prix 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 sell it to a third party.
Non-Diversification and Concentration
While both Funds are "non-diversified," which
means that they are permitted to invest their
respective assets in a more limited number of
companies than other investment companies, the
Funds intend to diversify their assets to the
extent necessary to qualify for tax treatment as
regulated investment companies under the Internal
Revenue Code of 1986, as amended ("Code").
To so qualify:
* not more than 25% of the total value of each
Fund's assets may be invested in securities
of any one company (other than U.S.
government securities and the securities of
other regulated investment companies) or of
any two or more companies controlled by the
Fund, which, pursuant to regulations under
the Code, may be deemed to be engaged in
the same, similar or related trades or
businesses; and
* with respect to 50% of the total value of each
Fund's assets (i) not more than 5% of its
total assets may be invested in the
securities of any one company (other than
U.S. government securities and the
securities of other regulated investment
companies) and (ii) the Fund may not own
more than 10% of the outstanding voting
securities of any one company (other than
U.S. government securities and the
securities of other regulated investment
companies).
In addition, the Grand Prix Fund has adopted
a fundamental investment restriction which prohibits it
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. Accordingly, while the Grand Prix Fund may be
heavily invested in one single market sector, it will not
invest more than 25% of its total assets in securities of
companies in any one industry. The Super Index Fund, on
the other hand, has the authority to invest more than 25% of its
total assets in securities of companies in one industry and
may do so in order to effect its investment strategy of investing
in the
<PAGE>
largest companies in each of the S&P 500, the S&P MidCap 400, the
S&P SmallCap 600 and the Nasdaq Composite market indices.
To the extent that a relatively high
percentage of the Funds' assets may be
invested in the securities of
a limited number of companies or in the
securities of companies in relatively few
market sectors or industries, the Funds'
portfolio securities may be more
susceptible to any single economic,
political or regulatory occurrence than the
portfolio securities of a more diversified
investment company.
Leveraging Strategies
Each Fund may borrow up to 33 1/3% of
the value of its total assets for any
purpose, including to leverage its
portfolio. Borrowing may exaggerate
changes in the net asset value of a Fund's shares
and in the return on the Fund's portfolio.
Although the principal of any borrowing
will be fixed, the Funds' assets may change
in value during the time the borrowing is
outstanding. The Funds 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
Funds may be required to segregate liquid
assets in an amount sufficient to meet
their respective obligations in connection
with such borrowings.
Temporary Strategies
To meet anticipated redemption requests, to
pay Fund expenses, pending investment and to
respond to adverse market, economic,
political or other conditions, the Grand
Prix Fund may hold cash and/or invest up to
35% of its total assets in short-term fixed-
income securities issued by private and
governmental institutions. The Super Index
Fund, on the other hand, intends to be
fully invested at all times and, therefore,
will only hold cash and/or shortterm fixed
income securities to meet anticipated
redemption requests, to pay Fund expenses
and pending investment which, in any case,
generally will not exceed 5% of its total
assets. The short-term fixedincome
securities which the Funds may purchase
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 a Fund's net 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., A-1 or better by
Standard & Poor's Corporation, Duff 2 or
higher by Duff & Phelps, Inc. or Fitch 2 or
higher by Fitch Investor Services, Inc.;
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
<PAGE>
Repurchase Agreements. Repurchase
agreements with respect to obligations of
the U.S. government, its agencies or
instrumentalities.
Illiquid Securities
Each 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.
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
have served as such since December 10, 1997
(although Ms. Boyle became Secretary of the
Corporation on September 26, 2000).
*Robert Zuccaro, President and a
Director of the Corporation.
Mr. Zuccaro, 58 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 Investors, Inc. ("Advisor")
in 1983, Mr. Zuccaro spent six years with
Axe-Houghton, an investment management
firm, 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
the President of the Advisor and is a
Chartered Financial Analyst.
Mr. Zuccaro's address is 15 River Road,
Suite 220, Wilton, Connecticut 06897.
*Mary Jane Boyle, Vice-President, Secretary,
Treasurer and a Director of the Corporation.
Ms. Boyle, 55 years old, earned a
Master's Degree from the University of
Bridgeport in 1971. Prior to cofounding the
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, 48 years old, earned a Bachelor
of Science degree in Accounting from the
University of Bridgeport in 1977. Mr. Ronan
is a Certified Public Accountant and since
1984, has been a member of ActisGrande,
Ronan & Company, LLC, a certified public
accounting firm. 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.
<PAGE>
Dennis K. Waldman, a Director of the Corporation.
Mr. Waldman, 46 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 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.
As of October 31, 2000, officers and
directors of the Corporation beneficially
owned [244,412.249] Class A shares of the
Grand Prix Fund, or [4.89%] of the Fund's
then outstanding Class A shares (including
[142,586.305] shares owned by the Advisor,
which is controlled by Mr. Zuccaro, and
[99,347.598] shares owned by Marc Zuccaro -
UTMA for which Mr. Zuccaro is the
custodian). [As of such date, officers and
directors beneficially owned less than 1%
of the Grand Prix Fund's then outstanding
Class C shares, and none of the Super Index
Fund's shares, since the Super Index Fund
is first being made available to investors
as of the date hereof.]
Directors and officers of the
Corporation who are also officers,
directors, employees or shareholders of
the Advisor do not receive any
remuneration from the Corporation for
serving as directors or officers.
Accordingly, Mr. Zuccaro and Ms. Boyle do
not receive any remuneration from the
Corporation for their services as
directors and officers. The following
table provides information relating to
compensation paid to disinterested
directors of the Corporation for their
services as such for fiscal 2000:
Cash Other
Name Compensation Compensation Total
Edward F. Ronan, Jr. $1,200 $0 $1,200
Dennis K. Waldman $1,200 $0 $1,200
Each director who is not deemed an "interested
person" of the Corporation, as defined in
the 1940 Act, received $300 per meeting
attended and reimbursement of reasonable
expenses. The Board held four meetings
during fiscal 2000. For fiscal 2001,
disinterested directors will receive $650
per meeting attended. Disinterested
directors may elect to receive their
compensation in the form of cash, shares of
a Fund or both.
PRINCIPAL SHAREHOLDERS
As of October 31, 2000, the following
persons owned of record or were known by
the Corporation to own of record or
beneficially 5% or more of the outstanding
shares of one or both classes of shares of
the Grand Prix Fund (the Super Index Fund
is first being made available to investors
as of the date hereof):
Name and Address Class of Number of Percentage Percentage
Shares Shares of Class of Fund
Charles Schwab & Co., Inc.
Special Custody Account for Class C [573,220.032] [11.48%] [11.48%]
the Exclusive Benefit of
Customers
101 Montgomery Street
San Francisco, CA 94104- 4122
<PAGE>
As of October 31, 2000, no person owned of record or
was known by the Corporation to own of record or beneficially
more than 25% of the outstanding shares of the Grand Prix Fund.
Accordingly, as of such date, no person owned a controlling
interest in the Grand Prix Fund.
INVESTMENT ADVISOR
Target Investors, Inc. ("Advisor") is
the investment advisor to the Funds. The
Advisor is controlled by Robert Zuccaro.
The Investment Advisory Agreement
between the Corporation and the Advisor as
it relates to the Grand Prix Fund is dated
as of December 31, 1997, while the
amendment to the Investment Advisory
Agreement to add the Super Index Fund is
dated as of December 29, 2000. The
Investment Advisory Agreement has an
initial term of two years (with a December
31, 1997 or December 29, 2000 starting
point, as the case may be) and is required
to be approved annually thereafter by the
Board of Directors of the Corporation or by
vote of a majority of each 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
agreement or interested persons of any such
party, cast in person at a meeting called
for the purpose of voting on such approval.
The Investment Advisory Agreement as it
relates to the Grand Prix Fund was
initially 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. Most recently, the
agreement was approved by the Board of
Directors, including a majority of the
disinterested directors, on December 9,
1999. The amendment to the Investment
Advisory Agreement to add the Super Index
Fund was initially approved by the Board of
Directors, including a majority of the
disinterested directors, on
, 2000. The Investment Advisory Agreement
is terminable without penalty on 60 days'
written notice by the Board of Directors,
by vote of a majority of the applicable
Fund's outstanding voting securities or by
the Advisor, and will terminate
automatically in the event of its
assignment.
Under the terms of the Investment
Advisory Agreement, the Advisor manages the
Funds' 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 Funds.
As compensation for its services, the
Grand Prix Fund pays the Advisor an annual
management fee of 1.00% of the Fund's
average daily net assets, while the Super
Index Fund pays the Advisor an annual
management fee of 0.80% of the Fund's
average daily net assets. The advisory fee
is accrued daily and paid monthly. The
organizational expenses of the Grand Prix
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.
Pursuant to an expense cap agreement,
the Advisor agreed to limit the total
operating expenses of the Grand Prix Fund
to an annual rate of 1.75% of the Fund's
average daily net assets attributable to
the Class A shares and 2.50% of the Fund's
average daily net assets attributable to
the Class C shares until February 28, 2002.
While the Advisor is contractually
obligated to limit the Grand Prix Fund's
operating expenses in this way, the Fund's
expenses are such that it is unlikely that
this expense limitation will be invoked
during the remainder of the term of the
agreement. The Advisor has also
contractually agreed to limit the Super
Index Fund's total operating
expenses to an annual rate of 1.25% of the
Fund's average daily net assets
attributable to the Class A shares and
2.00% of the Fund's average daily net
assets attributable to the Class C shares
until _________. 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 management fee
and/or reimburse certain Fund expenses.
Any waiver of fees or reimbursement of
expenses will be made on a monthly basis
and, with respect to the latter, will be
paid to the applicable Fund by reduction of
the Advisor's management fee.
For the fiscal period ended October
31, 1998, the Grand Prix Fund did not pay a
management fee to the Advisor because the
Advisor waived its entire fee. If the
Advisor had not agreed to waive its
management fee for the fiscal period ended
October 31, 1998, the Advisor would have
received $10,435 for its investment
advisory services. For the fiscal year
ended October 31, 1999, the Grand Prix Fund
paid the Advisor $185,201 for its
investment advisory services. If the
Advisor had not agreed to waive a portion
of its management fee during the same time
period, the
<PAGE>
Advisor would have received an additional
$204,561 from the Fund for its investment
advisory services. For the fiscal year
ended October 31, 2000, the Grand Prix Fund
paid the Advisor $_______.
FUND TRANSACTIONS AND BROKERAGE
Under the Investment Advisory
Agreement, the Advisor, in its capacity as
portfolio manager, is responsible for
decisions to buy and sell securities for
the Funds and for the placement of each
Fund's securities business, the negotiation
of the commissions to be paid on such
transactions and the allocation of
portfolio brokerage business. Remuneration
for trades may include commissions, dealer
spreads, mark-ups and mark-downs. The
Funds have 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 Funds
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 Funds do not necessarily pay the
lowest available commission. Brokerage may
be allocated based on the sale of Fund
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:
* 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;
* furnishing analyses and reports concerning
issuers, industries, sectors,
securities, economic factors and trends,
portfolio strategy and the performance
of accounts; and
* effecting securities transactions and
performing functions incidental thereto
(such as clearance, settlement and custody).
In selecting brokers or dealers, the 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 the 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 Funds. The Advisor
believes that the research information
received in this manner provides the Funds
with benefits by supplementing the research
otherwise available to the Funds. Such
higher commissions will not be paid by a
Fund unless:
* the 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 the Advisor's
overall responsibilities with respect to
the accounts, including the Funds, as to
which it exercises investment discretion;
* such payment is made in compliance with the
provisions of Section 28(e) and other
applicable state and federal laws; and
* in the opinion of the Advisor, the total
commissions paid by the Funds will be
reasonable in relation to the benefits to
the Funds over the long term.
The aggregate amount of brokerage commissions paid
by the Grand Prix Fund for the fiscal period ended
October 31, 1998 and the fiscal years ended
October 31, 1999 and October 31, 2000 was
$10,048, $278,022 and $________, respectively.
[No such commissions paid during these periods
were paid to an affiliate of the Funds, the
Advisor or the Funds' principal distributor.]
The aggregate dollar amount of brokerage
commissions paid by the Fund in fiscal 1998
differed materially from the amount paid
during fiscal 1999 due to the vast increase in
the asset
<PAGE>
size of the Fund from fiscal 1998 to fiscal
1999. For the fiscal year ended October 31,
2000, the Grand Prix Fund paid $______ in
brokerage commissions with respect
to $__________ in transactions for which
research services were provided. [During
fiscal 2000, the Grand Prix Fund
did not acquire any stock of its regular brokers
or dealers.]
The Advisor places portfolio transactions for
other advisory accounts in addition to the Funds.
Research services furnished by firms
through which the Funds effect their
securities transactions may be used by the
Advisor in servicing all of its accounts;
not all of such services may be used by the
Advisor in connection with the Funds. The
Advisor believes it is not possible to
measure separately the benefits from
research services to each of the accounts
(including the Funds) 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, the Advisor believes such costs to
the Funds will not be disproportionate to
the benefits received by the Funds on a
continuing basis. The Advisor seeks to
allocate portfolio transactions equitably
whenever concurrent decisions are made to
purchase or sell securities by a 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 applicable Fund. There
can be no assurance that a particular
purchase or sale opportunity will be
allocated to the Funds. In making such
allocations between a Fund and other
advisory accounts, certain factors
considered by the 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 Funds' assets, Firstar Bank,
N.A., 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202,
has custody of all securities and cash of the Funds, 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. Firstar Mutual Fund Services,
LLC ("Firstar"), 615 East Michigan Street, Third Floor, Milwaukee,
Wisconsin 53202, acts as transfer agent and dividend-disbursing
agent for the Funds.
ADMINISTRATOR
Pursuant to a Fund Administration
Servicing Agreement and a Fund Accounting
Servicing Agreement, Firstar also
performs certain administrative and tax
reporting functions for the Funds,
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 each Fund's expense accruals;
* performing securities valuations; and
<PAGE>
* from time to time, monitoring each Fund's
compliance with its investment
objective and restrictions.
Pursuant to the Fund Administration
Servicing Agreement, Firstar is entitled to
receive from the Funds a fee, computed
daily and payable monthly, based on each
Fund's average net assets as follows
(annualized): .07 of 1% on the first $200
million, .06 of 1% on the next $500 million
and .04 of 1% on average net assets in
excess of $700 million, subject to an
annual minimum fee of $40,000, plus out-of-
pocket expenses. There is also a 20%
additional charge for each additional
class.
Pursuant to the Fund Accounting
Servicing Agreement, Firstar is entitled to
receive from the Funds a fee, computed
daily and payable monthly, of $30,000 for
the first $100 million of average net
assets, .0125 of 1% on the next $200
million on average net assets and .0075 of
1% on average net assets in excess of $300
million, plus out-of-pocket expenses. There
is a 25% charge for each additional class.
For the fiscal period ended October
31, 1998, Sunstone Financial Group, Inc.
("Sunstone"), the Grand Prix Fund's prior
administrator, received $54,139 under an
Administration and Fund Accounting
Agreement between the Grand Prix Fund and
Sunstone. For fiscal 1999, Sunstone
received $52,819 from the Grand Prix Fund
under the Administration and Fund
Accounting Agreement, and Firstar received
$15,071 from the Grand Prix Fund under the
Fund Administration Servicing Agreement and
$10,201 from the Grand Prix Fund under the
Fund Accounting Servicing Agreement. For
fiscal 2000, Firstar received $_____ from
the Grand Prix Fund under the Fund
Administration Servicing Agreement and
$_____ from the Fund under the Fund
Accounting Servicing Agreement.
DISTRIBUTOR
Under a Distribution Agreement dated June 15, 1999, as amended
on December 29, 2000, T. O. Richardson Securities, Inc., 2 Bridgewater
Road, Farmington, Connecticut 06032-2256, acts as the principal
distributor of each Fund's shares ("Distributor"). The Distribution
Agreement provides that the Distributor will use its best efforts
to distribute the shares. Each Fund's shares are offered for sale
continuously at (i) net asset value per share plus a maximum initial
sales charge of 5.25% of the offering price, in the case of Class A
shares, and (ii) net asset value per share plus an initial sales
charge of 1.00% of the offering price, in the case of Class C shares.
Existing Class A shareholders of the Grand Prix Fund on November
30, 1998 are not subject to the sales charge on additional
purchases of Class A shares of the Grand Prix Fund. To encourage
ownership of Fund shares, directors, officers and full-time
employees of the Corporation and the Advisor and spouses and
family members of such persons are not subject to the Class A
sales charge. In addition, no sales charge is imposed on the
reinvestment of dividends or capital gains with respect to Class A
and Class C shares. Certain other exceptions to the imposition of
the sales charge apply in the case of Class A shares, as discussed
more fully in the Prospectus under the caption "Opening an
Account." The Distribution Agreement is subject to the same
termination and renewal provisions as are described above with
respect to the Investment Advisory Agreement, except that the
Distribution Agreement need not be approved by a Fund's
shareholders.
With respect to Class A shares, 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:
Portion of Initial
Dollar Amount of Initial Sales Sales Charge Paid to
Shares Purchased Charge Broker-Dealers (1)(2)
Less than $50,000 5.25% 5.00%
$50,000 but less than $100,000 4.50% 4.50%
$100,000 but less than $250,000 3.50% 3.50%
$250,000 but less than $500,000 2.50% 2.50%
$500,000 but less than $1,000,000 2.00% 2.00%
$1,000,000 or more 1.00% 1.00%
<PAGE>
(1) Reflected as a percentage of the offering price
of Class A 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.
With respect to Class C shares, the Distributor
may pay all of the initial sales charge due
upon the purchase of such shares to the
broker, if any, involved in the trade. 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 "Plan of Distribution-Distribution and
Shareholder Servicing Plans," below). For
the fiscal years ended October 31, 1999 and
October 31, 2000, the aggregate dollar amount
of initial sales charges imposed on purchases
of Class A and Class C shares of the Grand Prix Fund
was $823,416 and $ , respectively. [For
these periods, the Distributor did not
retain any amounts from Class A and Class C
sales charges.] For the fiscal years ended
October 31, 1999 and October 31, 2000, the
aggregate dollar amount of Rule 12b-1 fees
payable with respect to Class A shares of
the Grand Prix Fund was $95,437 and $______,
respectively, and the aggregate dollar
amount of Rule 12b-1 fees payable with
respect to Class C shares was $8,019 and $ ______,
respectively. Of this $103,456 in fiscal
1999 and $ _______ in fiscal 2000, the Distributor
retained $6,450 and $ _________, respectively,
from Class A and Class C Rule 12b-1 fees.
CODE OF ETHICS
The Funds and the Advisor have adopted
a Code of Ethics under Rule 17j-1 of the
1940 Act. The Code of Ethics applies to
access persons, which term is defined as the
directors, officers and advisory persons of
the Funds and the Advisor. An advisory
person includes any employee of the Funds or
the Advisor who, in connection with his or
her regular duties, makes, participates in
or obtains information regarding the
purchase or sale of a security by the Funds
or whose functions relate to the making of
any recommendations with respect to such
purchases or sales. The Code of Ethics
permits access persons to buy and sell
securities for their own accounts, but,
subject to certain exceptions, prohibits
them from buying or selling securities that
have been bought or sold by the Funds (or
that are being considered for purchase or
sale by the Funds). The Code of Ethics also
prohibits investment personnel from
acquiring any securities in an initial
public offering or in a private placement
without first obtaining prior approval of
the purchase. The term investment personnel
includes any employee of the Funds or the
Advisor who, in connection with his or her
regular functions and duties, makes or
participates in making recommendations
regarding the purchase or sale of securities
by the Funds.
PLAN OF DISTRIBUTION
Distribution and Shareholder Servicing Plans
The Corporation, on behalf of each
class of shares of each 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 Class A Plan,
the Class A shares may be required to pay
the Recipients a fee of up to 0.25% of the
average daily net assets attributable to the
Class A shares to finance activities
primarily intended to result in the sale of
Class A shares. The Class A Plan is a
"reimbursement" plan, which means that the
fees paid by the Funds under the Class A
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
<PAGE>
fees is due than is immediately payable
because of the expense limitation under the
Class A Plan, the unpaid amount is carried
forward from period to period while the
Class A Plan is in effect until such time as
it may be paid. No interest, carrying or
other finance charges will be borne by the
Funds with respect to unpaid amounts carried
forward.
The Class C Plan provides that the
Class C shares are required to pay the
Recipients a distribution fee of 0.75% of
the average daily net assets attributable to
the Class C shares and a shareholder
servicing fee of 0.25% of the average daily
net assets attributable to the Class C
shares. Payments under the Class C Plan are
based upon a percentage of average daily net
assets attributable to the Class C shares
regardless of amounts actually paid or
expenses actually incurred by the
Recipients, however, in no event, may such
payments exceed the maximum allowable fee.
It is, therefore, possible that the
Recipients may realize a profit in a
particular year as a result of these
payments.
Each Plan has the effect of increasing
the applicable class's expenses from what
they would otherwise be. The Board of
Directors reviews each class's distribution
and shareholder servicing fee payments in
connection with its determination as to
continuance of each Plan.
From time to time, the Recipients may engage
in activities which jointly promote the sale of
both classes of shares, the cost of which
may not be readily identifiable or related
to any one class. Generally, the
distribution expenses attributable to such
joint distribution activities will be
allocated among each class of shares on the
basis of its respective net assets, although
the Board of Directors may allocate such
expenses in any other manner it deems fair
and equitable.
The Plans, including a form of the Rule
12b-1 Related Agreement, have 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 Plans or any Rule 12b-1
Related Agreement ("Disinterested
Directors") voting separately.
The Plans, 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 their
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 Plans, or the Rule 12b-1 Related Agreements, as
applicable. In addition, a Plan, and any Rule 12b-1 Related
Agreement, may be terminated without penalty, by vote of a
majority of the applicable Fund's respective class'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 made quarterly, within 30 days after the end of
the quarter for which the fee is payable.
Interests of Certain Persons
With the exception of the Advisor and
the Distributor, no "interested person" of
the Funds, as defined in the 1940 Act, and
no Disinterested Director has or had a
direct or indirect financial interest in the
Plans or any Rule 12b-1 Related Agreement.
Anticipated Benefits to the Funds
The Board of Directors of the
Corporation considered various factors in
connection with its decision to continue the
Class A and Class C Plans on behalf of the
Grand Prix Fund and to implement such Plans
on behalf of the Super Index Fund,
including:
* the nature and causes of the
circumstances which make the Plans
necessary and appropriate;
* the way in which the Plans address
those circumstances, including the nature and
potential amount of expenditures;
* the nature of the anticipated benefits;
<PAGE>
* the merits of possible alternative plans or
pricing structures; and
* the possible benefits of the Plans to any other
person relative to those of the Funds.
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 each
Plan was reasonably likely to benefit the
respective class 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 a Fund if
a Rule 12b-1 plan were not in place to
reimburse them, thus making the adoption of
the Plans important to the initial success
and thereafter, continued viability of each
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
Plans 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 each
Fund, it will be able to evaluate the
benefit of such expenditures in deciding
whether to continue the Plans.
Amounts Expensed Under the Plans
For the fiscal years ended October 31,
1999 and October 31, 2000, the Grand Prix
Fund's Class A shares paid $95,437 and $
under the Class A Plan and the Class C
shares paid $8,019 and $ under
the Class C Plan. Of the $103,456 expensed
in fiscal 1999 under the Grand Prix Fund's
Class A and Class C Plans, $6,331 was spent
on printing and mailing prospectuses to
other than current shareholders, $7,556 was
spent on advertising and $73,352 was spent
on dealer compensation. Of the $______
expensed in fiscal 2000 under the Class A
and Class C Plans, $______ was spent on
printing and mailing prospectuses to other
than current shareholders, $______ was
spent on advertising and $______ was spent
on dealer compensation. The Distributor
retained $6,450 and $ of the amounts
expensed under the Class A and Class C
Plans during fiscal 1999 and fiscal 2000,
respectively. $______ of unreimbursed
expenses incurred under the Class A Plan
during fiscal 2000 are being carried over
to fiscal 2001.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Financial Intermediaries
Broker-dealers, financial institutions
and other financial intermediaries that
have entered into agreements with the
Advisor and/or Distributor on behalf of a
Fund may enter purchase or redemption
orders on behalf of their customers. If
you purchase or redeem shares of a Fund
through a financial intermediary, certain
features of the Fund may not be available
or may be modified in accordance with the
terms of the intermediaries' agreement with
the Advisor and/or Distributor. In
addition, certain operational policies of
the Funds, including those relating to
settlement and dividend accrual, may vary
from those applicable to direct
shareholders of the Funds and may vary
among intermediaries. We urge you to
consult your financial intermediary for
more information regarding these matters.
In addition, a Fund may pay, directly or
indirectly, amounts to financial
intermediaries that provide transfer agent
and/or other administrative services
relating to their customers provided,
however, that the Fund will not pay more
for these services through intermediary
relationships than it would if the
intermediaries' customers were direct
shareholders in the Fund. Certain
financial intermediaries may charge a
commission or other transaction fee for
their services.
<PAGE>
Sales Charge Reductions for Class A Shares
The sales charge for Class A shares
will be reduced to 1% for sponsored
arrangements between a Fund and an
organization that agrees to market the Fund
by making recommendations to, or permitting
group solicitations of, the organization's
employees, members or participants. A Fund
may, in its discretion, name a single
registered representative as servicing
agent for the organization.
The sales charge for Class A shares
will also be reduced to 1% for those
persons who adopt the Automatic Investment
Plan ("AIP"). The sales charge for Class A
shares will also be reduced to 1% for those
persons who sell shares of a mutual fund,
other than one of the Funds, and use any
amount of the proceeds to purchase Fund
shares within 90 days of such sale. A
qualification form must be completed and
included with the required account
application(s) for initial purchases, and
must accompany or precede subsequent
purchase orders, including orders submitted
electronically.
Letter of Intent for Class A Shares
The Funds offer a Letter of Intent
("LOI") which provides for the reduction of
the initial sales charge for Class A shares
when multiple purchases of Class A shares
are combined by taking advantage of the
breakpoints in the sales charge schedule.
By completing the LOI application, you
express an intention to invest during the
next 10-month period a specified amount
(minimum of at least $50,000) which, if
made at one time, would qualify for a
reduced sales charge.
Any Class A shares you own on the date
you execute the LOI may be used as a credit
toward the completion of the LOI. However,
the reduced sales charge will only be
applied to new purchases. Any redemptions
made during the 10-month period will be
subtracted from the amount of the purchases
for purposes of determining whether the
terms of the LOI have been satisfied. If,
at the end of the 10-month period covered
by the LOI, the total amount of purchases
(less redemptions) does not equal the
amount indicated, you will be required to
pay the difference between the sales charge
paid at the reduced rate and the sales
charge applicable to the purchases actually
made. Shares equal to 5% of the amount
specified in the LOI will be held in escrow
during the 10-month period and are subject
to involuntary redemption to assure any
payment of a higher applicable sales
charge.
By signing the LOI application, you
grant to the Distributor a security
interest in the reserved shares and appoint
the Distributor as attorney-in-fact to sell
any or all of the reserved shares to cover
any additional sales charges if you do not
fulfill your undertaking. Signing the LOI
application does not bind you to purchase
the full amount indicated, but you must
complete the intended purchase in accordance
with the terms of the LOI to obtain the reduced
sales charge. For more information on the
LOI, please contact your investment
professional, the Distributor or Firstar.
Right of Accumulation for Class A Shares
The Funds also offer a Right of
Accumulation ("ROA") which provides for the
reduction of the initial sales charge for
Class A shares when multiple purchases of
Class A shares are combined by taking
advantage of the breakpoints in the sales
charge schedule. Using the ROA, you may
purchase Class A shares at the sales charge
applicable to the sum of the dollar amount
then being purchased, plus the current
market value (calculated at the maximum
Offering Price) of all Class A 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 Class A 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
Funds and meets other uniform criteria that
allow the Distributor to achieve cost
savings in distributing Class A shares of
the Funds. To receive the ROA, at the time
of purchase, you must give your investment
professional, the Distributor or Firstar
sufficient information to determine whether
the purchase will qualify for a reduced
sales charge.
<PAGE>
Automatic Investment Plan (AIP)
You may make purchases of shares of
the Funds automatically on a regular basis
provided you invest at least $250 per
transaction. You must meet the Funds'
minimum initial investment of $5,000 before
the 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 Funds require 13 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 Funds for the AIP following this 13
business day period. AIP transactions may
be scheduled for any day. If the purchase
date is a weekend or a holiday, the
purchase will be made on the next business
day. 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 Funds for
participation in the AIP. You will receive
a statement on a quarterly basis showing
the purchases made under the AIP. A $25
fee will be imposed by the Funds if for any
reason the transaction cannot be completed.
You may also be responsible for any losses
suffered by the Funds as a result. If you
make a purchase pursuant to the AIP, and
request a redemption of such shares shortly
thereafter, the Funds may delay payment of
the redemption proceeds until the Funds
verify 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. The sales charge will be
reduced to 1% for those persons who adopt
the AIP. You may obtain an application to
establish the AIP after an account is
opened by calling the Funds at 1-800-307
4880. A signature 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 National Association of Securities
Dealers, Inc. 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
"Opening an Account," individuals may
establish their own tax-sheltered
individual retirement accounts ("IRAs").
The Funds offer 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.
Simplified Employee Pension Plan. A
Traditional IRA may also be used in
conjunction with a Simplified Employee
Pension Plan ("SEP-IRA"). A SEP-IRA is
established through execution of Form 5305-
SEP together with a Traditional IRA
established for each eligible
employee. Generally, a SEP-IRA allows an
employer (including a self-employed
individual) to purchase shares with tax
deductible contributions not exceeding
annually for any one participant 15% of
compensation (disregarding for this purpose
compensation in excess of $170,000 per
year). The $170,000 compensation limit is
adjusted periodically for cost of living
increases. A number of special
<PAGE>
rules apply to SEP Plans, including a
requirement that contributions generally be
made on behalf of all employees of the
employer (including for this purpose
a sole proprietorship or partnership) who
satisfy certain minimum participation
requirements.
SIMPLE IRA. An IRA may also be used in
connection with a SIMPLE Plan established by
the investor's employer (or by a self-employed
individual). When this is done, the IRA is
known as a SIMPLE IRA, although it is
similar to a Traditional IRA with the
exceptions described below. Under a SIMPLE
Plan, the investor may elect to have his or
her employer make salary reduction
contributions of up to $6,000 per year to
the SIMPLE IRA. The $6,000 limit is
adjusted periodically for cost of living
increases. In addition, the employer will
contribute certain amounts to the
investor's SIMPLE IRA, either as a matching
contribution to those participants who make
salary reduction contributions or as a non-
elective contribution to all eligible
participants whether or not making salary
reduction contributions. A number of
special rules apply to SIMPLE Plans,
including:
* a SIMPLE Plan generally is available only to
employers with fewer than 100 employees;
* contributions must be made on behalf of all
employees of the employer (other than
bargaining unit employees) who satisfy
certain minimum participation requirements;
* contributions are made to a special SIMPLE IRA
that is separate and apart from the other IRAs of
employees;
* the distribution excise tax (if otherwise
applicable) is increased to 25% on withdrawals
during the first two years of participation in a SIMPLE
IRA; and
* amounts withdrawn during the first two years
of participation may be rolled over tax-free
only into another SIMPLE IRA (and not to a
Traditional IRA or to a Roth IRA). A SIMPLE IRA is
established by executing Form 5304-SIMPLE together
with an IRA established for each eligible employee.
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 contributions to a Traditional IRA.
Under current Internal Revenue Service
("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 Funds' 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:
* A letter of instruction signed by the
required number of authorized officers,
along with their respective positions;
* 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; and
* 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 resolution have the authority to act
on behalf of the account. The Certificate
of Incumbency must be dated within 60 days
of the requested transaction. If the
Corporate Resolution
<PAGE>
confers authority on officers by title and
not by name, the Certificate of Incumbency
must name the officer(s) and their
title(s).
Systematic Withdrawal Plan (SWP)
You may set up automatic withdrawals from
your Fund account at regular intervals. To begin
distributions, your account must have an initial
balance of $25,000 and at least $250 per payment
must be withdrawn. To establish the systematic
withdrawal plan ("SWP"), the appropriate section in
your Purchase Application must be completed.
Redemptions will take place on a monthly,
quarterly, semi-annual or annual basis (or
the following business day) as indicated on
your Purchase Application. The amount or
frequency of withdrawal payments may be
varied or temporarily discontinued by
calling 1-800-432-4741. Depending upon the
size of the account and the withdrawals
requested (and fluctuations in the net
asset value of the shares redeemed),
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 meet a
plan payment, the remaining
amount will be redeemed and the SWP will be
terminated.
Pricing of Shares
Shares of each 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 Firstar, as
the case may be) and the applicable sales
charge. The Class A sales charge may be
waived for certain investors. For more
information, please see "Opening an
Account" in the Prospectus.
The net asset value per share for each class
of each Fund is determined as of the close of
regular 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. A 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
for each class of each Fund is calculated by taking the
market value of the total assets per class, including interest
and dividends accrued but not yet collected, less all
liabilities, and dividing by the total number of shares
outstanding in that class. 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. Common stocks
and other equity-type securities are valued
at the last sales price on the national
securities exchange or the Nasdaq Stock
Market on which such securities are
primarily traded; however, securities
traded on a national securities exchange or
the Nasdaq Stock Market for which there
were no transactions on a given day, and
securities not listed on a national
securities exchange or the Nasdaq Stock
Market, 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 has approved the use of pricing
services to assist the Funds 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 Corporation has filed a Notification
under Rule 18f-1 of 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 net asset value of the class of
shares of the Fund being redeemed, valued
at the beginning of such election period.
The Corporation 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 a 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.
<PAGE>
TAXATION OF THE FUNDS
Each 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 a 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 indirectly in
such securities through the Fund. The
Grand Prix Fund's active trading approach
may increase the amount of capital gains
tax paid by Grand Prix Fund shareholders.
PERFORMANCE INFORMATION
A Fund's historical performance or
return may be shown in the form of various
performance figures, including average annual
total return, total return and cumulative total
return. A Fund's performance figures are based upon
historical results and are not necessarily
representative of future performance. Factors
affecting a Fund's performance include general market
conditions, operating expenses, investment management
and the imposition of sales charges. Any additional
fees charged by a broker-dealer or other financial
intermediary would reduce the returns described in this
section.
Total Return
Average annual total return and total return
figures measure both the net investment income
generated by, and the effect of any realized and
unrealized appreciation or depreciation of, the
underlying investments in a class of shares over a specified
period of time, assuming the reinvestment of all dividends
and distributions. Average annual total return figures are
annualized and therefore represent the average annual
percentage change over the specified period. Total return
figures are not annualized and therefore represent the
aggregate percentage or dollar value change over the period.
The average annual total return of each class of
shares 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") in a class of shares 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 applicable to
Class A shares and the 1.00% initial sales charge
applicable to Class C shares. In addition, this
calculation assumes that all income and capital gains
dividends paid by a 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.
<PAGE>
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 average annual total returns for
the Class A shares of the Grand Prix Fund
for the fiscal year ended October 31, 2000
and since inception (December 31, 1997)
were _____% and _____%, respectively. The
average annual total returns for the Class
C shares of the Grand Prix Fund for the
fiscal year ended October 31, 2000 and
since inception (August 5, 1999) were
_____% and _____%, respectively.
Comparisons
From time to time, in marketing and other
Fund literature, a 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.
A 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.
Evaluations of a 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 a 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.
A Fund may compare its performance to a
wide variety of indices and measures of
inflation. There are differences and
similarities between the investments that a
Fund may purchase and the investments
measured by these indices.
A 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 a 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 a
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 Funds, audit
and report on the Funds' financial
statements.
<PAGE>
FINANCIAL STATEMENTS
The following audited financial statements
of the Grand Prix Fund are incorporated herein
by reference to the Fund's Annual Report for the
year ended October 31, 2000, as filed with the
Securities and Exchange Commission on _________, 2000:
(a) Statement of Assets and Liabilities as of October 31, 2000.
(b) Statement of Operations for the year ended October 31, 2000.
(c) Statement of Cash Flows for the year ended October 31, 2000.
(d) Statement of Changes in Net Assets for the
years ended October 31, 2000 and October 31, 1999.
(e) Financial Highlights for the years ended October 31, 2000
and October 31, 1999 for Class A, and for the year ended
October 31, 2000 and the period August 5, 1999 to October 31,
1999 for Class C.
(f) Schedule of Investments as of October 31, 2000.
(g) Notes to the Financial Statements.
(h) Report of Independent Auditors dated November __, 2000.
<PAGE>
PART C
OTHER INFORMATION
Item 23. Exhibits
See "Exhibit Index."
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
T. O. Richardson Trust, Kinetics Mutual Funds,
The Barrett Funds, The Simms Funds and the Internet
Index Fund.
(b) The principal business address of T. O.
Richardson Securities, Inc., the Registrant's
principal underwriter, is 2 Bridgewater
Road, Farmington, Connecticut 06032-2256.
The following information relates to each
officer and director of the Distributor:
Positions and Offices Position and Offices
Name with Underwriter with Registrant
Samuel Bailey, Jr. President and a Director None
Loyd Austine Crowe, Jr. Vice President and a Director None
Lloyd P. Griffiths Vice President and a Director None
<PAGE>
(c) During the fiscal year ended October 31,
2000, the following fees and commissions were
paid to T.O. Richardson Securities, Inc.:
Net Underwriting Compensation on
Discounts and Redemption and Brokerage Other
Commissions Repurchases Commissions Compensation
$__________* None None None
* Represents the amount retained by the
Distributor under the Corporation's Rule 12b-1
Plans.
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
Investors, Inc., Registrant's investment
advisor, at Registrant's corporate offices,
except (1) records held and maintained by
Firstar Bank, N.A., 425 Walnut Street,
Cincinnati, Ohio 45202, relating to its
function as custodian and (2) records held
and maintained by Firstar Mutual Fund
Services, LLC, 615 East Michigan Street,
Third Floor, Milwaukee, Wisconsin 53202,
relating to its function as transfer agent,
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.
None.
<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. 8 to the
Registration Statement on Form N1A to be signed on its
behalf by the undersigned, thereunto duly
authorized, in the City of Wilton and State
of Connecticut on the 3rd day of October, 2000.
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 or her and in his or
her 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. 8 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 Director October 3, 2000
-----------------------
Robert Zuccaro
/s/ Mary Jane Boyle Vice President, Treasurer October 3, 2000
----------------------- and a Director
Mary Jane Boyle
/s/ Edward F. Ronan, Jr. Director October 3, 2000
------------------------
Edward F. Ronan, Jr.
/s/ Dennis K. Waldman Director October 3, 2000
-----------------------
Dennis K. Waldman
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
(a.1) Registrant's Articles of Incorporation (1)
(a.2) Amendment to Registrant's Articles of Incorporation (2)
(a.3) Amendment to Registrant's Articles of Incorporation
(to create Class C shares)(3)
(a.4) Amendment to Registrant's Articles of
Incorporation (to create Super Index Fund)*
(b) Registrant's By-Laws (1)
(c) None
(d.1) Investment Advisory Agreement (2)
(d.2) Expense Cap/Reimbursement Agreement (4)
(d.3) Expense Cap/Reimbursement Agreement
(to add Class C shares) (3)
(d.4) Amended Expense Cap/Reimbursement
Agreement (for Class A shares) (3)
(d.5) Investment Advisory Agreement, as
amended (to add Super Index Fund)*
(d.6) Expense Cap/Reimbursement Agreement (for
Super Index Fund)*
(e.1) Distribution Agreement (3)
(e.2) Form of Dealer Agreement (3)
(e.3) Distribution Agreement, as amended (to
add Super Index Fund)*
(e.4) Form of Dealer Agreement (for Super
Index Fund)*
(f) None
(g.1) Custodian Servicing Agreement (3)
(g.2) Custodian Servicing Agreement, as
amended (to add Super Index Fund)*
(h.1) Transfer Agent Servicing Agreement (3)
(h.2) Fund Administration Servicing Agreement (3)
(h.3) Fund Accounting Servicing Agreement (3)
(h.4) Transfer Agent Servicing Agreement, as
amended (to add Super Index Fund)*
(h.5) Fund Administration Servicing Agreement,
as amended (to add Super Index Fund)*
(h.6) Fund Accounting Servicing Agreement, as
amended (to add Super Index Fund)*
<PAGE>
(i) Opinion and Consent of Godfrey & Kahn, S.C. (5)
(j) Consent of Ernst & Young LLP*
(k) None
(l) Subscription Agreement (5)
(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 (6)
(m.4) Rule 12b-1 Distribution and Shareholder
Servicing Plan, as amended (for Class A shares) (3)
(m.5) Form of Rule 12b-1 Related Agreement, as
amended (for Class A shares) (6)
(m.6) Form of Rule 12b-1 Related Agreement, as
amended (for Class A shares) (3)
(m.7) Rule 12b-1 Distribution and Shareholder
Servicing Plan (for Class C shares) (3)
(m.8) Form of 12b-1 Related Agreement (for
Class C shares) (3)
(m.9) Rule 12b-1 Distribution and Shareholder
Servicing Plan, as amended (for
Class A shares of Grand Prix and
Super Index Funds)*
(m.10) Rule 12b-1 Distribution and Shareholder
Servicing Plan, as amended (for
Class C shares of Grand Prix and
Super Index Funds)*
(m.11) Form of Rule 12b-1 Related Agreement, as
amended (for Class A shares of
Grand Prix and Super Index Funds)*
(m.12) Form of Rule 12b-1 Related Agreement, as
amended (for Class C shares of
Grand Prix and Super Index Funds)*
(n.1) Rule 18f-3 Multi-Class Plan (3)
(n.2) Rule 18f-3 Multi-Class Plan, as amended
(to add Super Index Fund)*
(o) Reserved
(p) Code of Ethics
(q) Powers of Attorney for Directors
and Officers (see signature page)
__________________
* To be filed by amendment.
(1) Incorporated by reference to
Registrant's Form N-1A as filed with the
Commission on October 31, 1997.
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(2) Incorporated by reference to
Registrant's PreEffective Amendment No. 1
as filed with the Commission on December 23, 1997.
(3) Incorporated by reference to
Registrant's PostEffective Amendment No.
6 as filed with the Commission on July 29, 1999.
(4) Incorporated by reference to
Registrant's PostEffective Amendment No.
4 as filed with the Commission on
February 25, 1999.
(5) Incorporated by reference to
Registrant's PreEffective Amendment No. 2
as filed with the Commission on December 30, 1997.
(6) Incorporated by reference to
Registrant's PostEffective Amendment No.
2 as filed with the Commission on
November 30, 1998.
