As filed with the Securities and Exchange Commission on December 15, 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. 9 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 11 [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
[X] on December 29, 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
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
PROSPECTUS
December 29, 2000
[Logo]
Grand Prix Funds, Inc.
GRAND PRIX FUND
SUPER CORE 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 Core 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 Core 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.
*A patent has been filed relating to this product.
<PAGE>
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 20
DISTRIBUTION AND SHAREHOLDER SERVICING PLANS 20
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAX TREATMENT 20
ADDITIONAL INFORMATION 22
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 Core Fund's investment objective or goal
is also capital appreciation. The Fund attempts to
achieve this goal by allocating its assets equally
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 Core Fund invests primarily in 20
different common stocks, holding equal-weighted
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 determined as of the
beginning of each year. Because the Fund's assets will
be allocated among companies in each of these market
indices, the Fund may hold positions in companies with
small, medium and large market capitalizations.
However, since the Fund will be invested in the largest
companies in each market index, the majority of the
Fund's assets will be invested in what is considered to
be large cap companies. 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 long-
term investments to aggressive equity investing;
* you have no immediate financial requirements for
this investment;
* you are willing to accept a high degree of
volatility; and
* you have the financial ability to undertake
greater risk in exchange for the possibility to realize
greater financial gains in the future.
<PAGE>
Is an investment in the Super Core 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 Core 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, and with
the potential to do better than, 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 Core Fund are:
* Passive and Full Investment Risk: Since the Fund
will be, for the most part, 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 Core
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
1998 1999*
------- -------
[insert bar chart] 111.83% 147.76%
*From January 1, 2000 through September 30, 2000, the
total return was (1.18)%
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% (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 Core Fund
Class A Class C Class A Class C
Shareholder Fees (fees paid
directly from your investment)(1)
Maximum Sales Charge (Load) Imposed
on Purchases (as a percentage of
offering price) 5.25%(2) 1.00% 5.25%(2) 1.00%
Maximum Sales Charge (Load) Imposed
on Reinvested Dividends (as a
percentage of offering price) None None None None
Exchange Fee None None None None
Annual Fund Operating Expenses
(expenses that are deducted from
Fund assets)(3)
Management Fees 1.00% 1.00% 0.90% 0.90%
Rule 12b-1 (Distribution and
Service) Fees 0.25% 1.00% 0.35% 1.00%
Other Expenses 0.28%(4) 0.28%(5) 0.62%(6) 0.62%(6)
----- ----- ----- -----
Total Annual Fund Expenses 1.53% 2.28% 1.87% 2.52%
===== ===== ===== =====
Less: Fee Waiver/Expense
Reimbursement 0.00%(4) 0.00%(5) 0.37%(6) 0.37%(6)
Plus: Interest Expense 0.72% 0.72% N/A N/A
----- ----- ---- ----
Net Expenses 2.25% 3.00% 1.50% 2.15%
===== ===== ===== =====
______________________
(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."
<PAGE>
(2) Certain investors are exempt from paying some
or all of this sales load. For more information,
see "Opening an Account."
(3) Fund operating expenses are deducted from Fund
assets before computing the daily share price or
making distributions. As a result, they will not
appear on your account statement, but instead reduce
the amount of total return you receive.
(4) 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 and are presented before any waivers or
reimbursements. Pursuant to an expense cap
agreement dated December 29, 2000 between the
Advisor and the Super Core Fund, the Advisor has
contractually agreed to limit the Class A total
operating expenses to an annual rate of 1.50% and
the Class C total operating expenses to an annual
rate of 2.15% until February 28, 2002. After such
date, the expense limitation may be terminated or
revised at any time.
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 the
respective 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 Core Fund
Class A(1) Class C(2) Class A(1) Class C (2)
1 year $ 741 $ 400 $ 670 $ 316
3 years $1,191 $1,018 $1,048 $ 842
5 years $1,667 $1,661 $1,450 $1,394
10 years $2,974 $3,385 $2,577 $2,900
______________________
(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.
<PAGE>
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.
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 Core Fund
The Super Core Fund's investment objective is
capital appreciation. The Fund seeks to achieve its
investment objective by investing primarily in 20
different common stocks, holding equal-weighted
positions in the five largest companies, based on
market capitalization determined as of the beginning of
each year, in each of the S&P 500, the S&P MidCap 400,
the S&P SmallCap 600 and the Nasdaq Composite market
indices.
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-to-large-size company
segment of the U.S. market. The S&P SmallCap 600 Index
is an
<PAGE>
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 large, mid-size and small companies.
Because the Fund's assets will be allocated among
companies in each of these market indices, the Fund may
hold positions in companies with small, medium and
large market capitalizations. However, since the Fund
will be invested in the largest companies in each
market index, the majority of the Fund's assets will be
invested in what is considered to be large cap
companies given that the largest companies in each of
the S&P 500 Index, the S&P MidCap 400 Index and the
Nasdaq Composite Index are large cap companies. The
Fund may also 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.
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
rebalance the Fund's holdings in January of each year
and will sell a security if necessary to ensure that
the Fund's assets are equally 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 prior to the time of the Fund's annual
rebalance of assets if the price of the security has
deteriorated significantly such that it is no longer
among the top five securities in the applicable market
index.
Since the Fund will be, for the most part,
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
75%. It is anticipated that the turnover rate will be
lower when applied to the original stocks held in the
portfolio at the start of each year.
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 Core 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,
<PAGE>
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.
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 Core 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 Core 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 Core 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.
<PAGE>
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 Core 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 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
[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
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 $800 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
0.90% of the Super Core 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 Core Fund's
operating expenses to an annual rate of 1.50% of the
Fund's average daily net assets attributable to the
Class A shares and 2.15% of the Fund's average daily
net assets attributable to the Class C shares until
February 28, 2002. 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 $4,126,531 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.
<PAGE>
Portfolio Manager. President of the Advisor since
1983, Robert Zuccaro received a Bachelor's Degree from
the University of Bridgeport in 1965 and a Master's in
Business Administration from Pace University in 1968.
Mr. Zuccaro entered the investment management business
in 1967 as an analyst with the Value Line Survey.
Prior to founding the Advisor in 1983, Mr. Zuccaro
spent six years with Axe-Houghton, where he was
President and a Director of Axe-Houghton Stock Fund and
Vice President and Director of Portfolio Management of
E.W. Axe & Co. Mr. Zuccaro is a Chartered Financial
Analyst and has more than 30 years of experience in the
investment business.
Custodian
Firstar Bank, 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 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 Core 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 Core Fund attempts to achieve its investment
objective by allocating its assets equally 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 * Maximum front-end sales
sales charge of 5.25% charge of 1.00%.
with break points and
certain exceptions.
* Distribution and * Distribution and
service fees equal to service fees equal to 1.00%
0.25% of average net of average net assets.
assets with respect to
the Grand Prix Fund, or
0.35% of average net
assets with respect to
the Super Core Fund.
<PAGE>
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%
Class A shares are also subject to Rule 12b-1
fees. For the Grand Prix Fund, these fees amount to
0.25% of the average daily net assets of the Fund's
Class A Shares. For the Super Core Fund, these fees
amount to 0.35% of the average daily net assets of the
Fund's 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;
<PAGE>
* 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:
INITIAL MINIMUM ADDITIONAL 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.
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:
<PAGE>
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
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.
<PAGE>
Additional Purchase Information. Payment may be
delayed for up to 12 calendar days on redemption
requests for recent purchases made by check in order to
ensure that the check has cleared. This delay allows
the 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.
Exchange of Shares
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 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.
You may also exchange Class A shares of the Grand
Prix Fund for Class A shares of the Super Core Fund and
Class C shares of the Grand Prix Fund for Class C
shares of the Super Core Fund (and vice versa) at any
time so long as the minimum initial investment
requirement is met. The value of the shares being
exchanged and the price of the shares being purchased
will be the net asset value next determined after
receipt of instructions for exchange. In other words,
no sales charge will be imposed on any exchange of
shares between Funds as described above.
The Funds reserve the right to modify or terminate
the exchange privilege at any time. An exchange is not
a tax-free transaction.
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;
<PAGE>
* 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 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.
<PAGE>
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.
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
<PAGE>
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 Core 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> <C> <C>
Per share data:
Net asset value,
beginning of
period $28.21 $28.17 $14.42 $20.55 $10.00
Income from
investment
operations:
Net investment
loss(3) (0.89)(4) (1.10)(4) (0.32)(4) (0.13)(4) (0.10)
Net realized and
unrealized gains
on investments 7.82 7.82 16.74 7.75 4.52
Total from
investment
operations 6.93 6.72 16.42 7.62 4.42
-------- -------- -------- -------- --------
Less distributions
from net realized
gains (0.32) (0.32) (2.63)
-------- -------- -------- -------- --------
Net asset value,
end of period $34.82 $34.57 $28.21 $28.17 $14.42
======== ======== ======== ======== ========
Total return(5) 24.64% 23.92% 131.51% 37.08%(6) 44.20%(6)
Supplemental
data and ratios:
Net assets, end
of period (000's) $284,021 $99,237 $92,500 $9,730 $1,595
Ratio of operating
expenses to average
net assets 1.62%(7)(8) 2.37%(7)(8) 1.72%(9) 2.47%(9) 1.65%(9)
Ratio of interest
expense to average
net assets 0.72% 0.72% 0.04% 0.19% --
Ratio of net
investment loss to
average net assets (1.23)%(7) (1.98)%(7) (1.45)%(9) (2.41)%(9) (1.03)%(9)
Portfolio turnover
rate(10) 834.9% 834.9% 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 common stock outstanding.
(4) Net investment loss before interest expense
for the periods ended October 31, 2000 and
October 31, 1999 for the Class A shares was $(0.56)
and $(0.31), respectively. Net investment loss
before interest expense for the periods ended
October 31, 2000 and October 31, 1999 for the Class
C shares was $(0.91) and $(0.12), respectively.
(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) Not annualized.
<PAGE>
(7) For the year ended October 31, 2000, the
operating expense ratio excludes interest expense.
The ratio for the Class A and Class C shares,
including interest expense, was 2.34% and 3.09%,
respectively. The ratio of net investment loss to
average net assets, including interest expense, for
the Class A and Class C shares was (1.95)% and
(2.70)%, respectively.
(8) Ratio excludes Advisor expense waiver
recovery of 0.09%.
(9) Operating expense excludes interest expense
and is net of reimbursements and waivers. The
ratio, including interest expense and excluding
reimbursements and waivers, for the Class A shares
for the periods ended October 31, 1999 and
October 31, 1998 would have been 2.28% and 15.93%,
respectively, and for the Class C shares for the
period ended October 31, 1999 would have been 3.33%.
The ratio of net investment loss to average net
assets, including interest expense and excluding
reimbursements and waivers, for Class A shares for
the periods ended October 31, 1999 and October 31,
1998 would have been (2.01)% and (15.31)%,
respectively, and for the Class C shares for the
period ended October 31, 1999 would have been (3.27)%.
(10)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 12b-
1 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 of the Grand Prix Fund may be required
to pay the Distributor a distribution and shareholder
servicing fee of up to 0.25% of the Fund's average
daily net assets attributable to the Class A shares.
Under the same plan, the Class A shares of the Super
Core Fund may be required to pay the Distributor a
distribution and shareholder servicing fee of up to
0.35% of the Fund's average daily net assets
attributable to the Class A shares. The Class C Plan
provides that the Class C shares will be required to
pay the Distributor (i) a distribution fee of 0.75% of
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
<PAGE>
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 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
Robert Zuccaro
Mary Jane Boyle
Edward F. Ronan, Jr.
Dennis K. Waldman
OFFICERS
Robert Zuccaro, President
Mary Jane Boyle, Vice-President, Secretary
and Treasurer
INVESTMENT ADVISOR
Target Investors, Inc.
15 River Road, Suite 220
Wilton, Connecticut 06897
CUSTODIAN
Firstar Bank, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
ADMINISTRATOR AND TRANSFER AGENT
Firstar Mutual Fund Services, LLC
For overnight deliveries, use:
Grand Prix Funds, Inc.
c/o Firstar Mutual Fund Services, LLC
615 East Michigan Street, Third Floor
Milwaukee, Wisconsin 53202
For regular mail deliveries, use:
Grand Prix Funds, Inc.
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
DISTRIBUTOR
T.O. Richardson Securities, Inc.
2 Bridgewater Road
Farmington, Connecticut 06032-2256
LEGAL COUNSEL
Godfrey & Kahn, S.C.
780 N. Water Street
Milwaukee, Wisconsin 53202
<PAGE>
INDEPENDENT AUDITORS
Ernst & Young LLP
111 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
The Funds' SAI contains additional information
about the Funds. Because the Super Core 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 Core 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>
STATEMENT OF ADDITIONAL INFORMATION
GRAND PRIX FUNDS, INC.
GRAND PRIX FUND
SUPER CORE 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 Core
Fund, dated December 29, 2000. Each Fund is a series
of Grand Prix Funds, Inc. (the "Corporation").
The Super Core Fund is first being made available
to investors as of the date hereof. Accordingly, there
are no financial statements for the Super Core 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 8
INVESTMENT ADVISOR 9
FUND TRANSACTIONS AND BROKERAGE 10
CUSTODIAN, TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT 11
ADMINISTRATOR 11
DISTRIBUTOR 12
CODE OF ETHICS 13
PLAN OF DISTRIBUTION 13
PURCHASE, REDEMPTION AND PRICING OF SHARES 15
REDEMPTION IN KIND 19
TAXATION OF THE FUNDS 19
PERFORMANCE INFORMATION 20
INDEPENDENT AUDITORS 21
FINANCIAL STATEMENTS 21
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 Core 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 one 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 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.
<PAGE>
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 Core 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 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.
<PAGE>
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 Core Fund, on the
other hand, intends to be fully invested at all times
and, therefore, will only hold cash and/or 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
total assets. The short-term fixed-income 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
Repurchase Agreements. Repurchase agreements with
respect to obligations of the U.S. government, its
agencies or instrumentalities.
<PAGE>
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 co-
founding 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 Actis-
Grande, 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.
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
<PAGE>
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 300,210 Class A
shares of the Grand Prix Fund, or 3.68% of the Fund's
then outstanding Class A shares (including 142,586
shares owned by the Advisor, which is controlled by
Mr. Zuccaro, and 99,348 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 Core Fund's
shares, since the Super Core 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 Core Fund is first being made
available to investors as of the date hereof):
Class of Number of Percentage Percentage
Name and Address Shares Shares of Class of Fund
Charles Schwab & Co., Inc.
Special Custody Account for Class A 973,337.448 11.93% 8.83%
the Exclusive Benefit of
Customers 101 Montgomery
Street San Francisco, CA
94104-4122
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 Core Fund is dated as of December 29, 2000.
The Investment Advisory Agreement has an initial term
of two years
<PAGE>
(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
13, 2000. The amendment to the Investment Advisory
Agreement to add the Super Core Fund was initially
approved by the Board of Directors, including a
majority of the disinterested directors, on December
13, 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
Core Fund pays the Advisor an annual management fee of
0.90% 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 Core Fund's total operating expenses
to an annual rate of 1.50% of the Fund's average daily
net assets attributable to the Class A shares and 2.15%
of the Fund's average daily net assets attributable to
the Class C shares until February 28, 2002. 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 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 $4,126,531.
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.
<PAGE>
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
$2,141,115, respectively. No such commissions paid
during these periods were paid to an affiliate of the
Funds, the Advisor or the Funds' principal distributor.
For the fiscal year ended October 31, 2000, the Grand
Prix Fund paid $2,141,115 in brokerage commissions with
respect to $8,014,008,686 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;
<PAGE>
* 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
* 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 $323,025 from the Grand Prix Fund
under the Fund Administration Servicing Agreement and
$58,550 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
<PAGE>
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:
Dollar Amount of Initial Sales Portion of Initial Sales Charge
Shares Purchased Charge Paid to 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%
(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 $1,836,588, 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 $777,445, respectively, and
the aggregate dollar amount of Rule 12b-1 fees payable
with respect to Class C shares was $8,019 and
$1,016,751, respectively. Of this $103,456 in fiscal
1999 and $1,794,196 in fiscal 2000, the Distributor
retained $6,450 and $44,969, 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,
<PAGE>
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%, in the case of the Grand Prix Fund, or
0.35%, in the case of the Super Core Fund, 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 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 of the applicable Fund and a
shareholder servicing fee of 0.25% of the average daily
net assets attributable to the Class C shares of the
applicable Fund. 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'
<PAGE>
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 Core 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;
* 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 $777,445 under the Class A Plan and
the Class C shares paid $8,019 and $1,016,751 the Class
C Plan. The Distributor retained $6,450 and $44,969 of
the amounts expensed under the Class A and Class C
Plans during fiscal 1999 and fiscal 2000, respectively.
No 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
<PAGE>
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.
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
<PAGE>
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.
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
<PAGE>
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 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
<PAGE>
Incumbency must be dated within 60 days of the
requested transaction. If the Corporate Resolution
confers authority on officers by title and not by name,
the Certificate of Incumbency must name the officer(s)
and their title(s).
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.
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.
<PAGE>
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 24.64% and 65.33%, 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
23.92% and 53.11%, 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.
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 December 6, 2000:
(a) Statement of Assets and Liabilities as of October 31, 2000.
(b) Statement of Operations for the year ended October 31, 2000.
<PAGE>
(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 29, 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, 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
Kathleen M. Russo Vice President and Secretary 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
$44,969* 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 certifies that it meets all of the
requirements for effectiveness of this registration
statement under Rule 485(b) under the Securities Act of
1933 and has duly caused this Post-Effective Amendment
No. 9 to the Registration Statement on Form N-1A to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilton and State of
Connecticut on the 11th day of December, 2000.
GRAND PRIX FUNDS, INC. (Registrant)
By: /s/ Robert Zuccaro
-------------------------
Robert Zuccaro
President
Pursuant to the requirements of the Securities Act
of 1933, this Post-Effective Amendment No. 9 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 December 11, 2000
--------------------
Robert Zuccaro
* Vice President, Treasurer December 11, 2000
-------------------- and a Director
Mary Jane Boyle
* Director December 11, 2000
--------------------
Edward F. Ronan, Jr.
* Director December 11, 2000
--------------------
Dennis K. Waldman
*By: /s/ Robert Zuccaro
------------------
Robert Zuccaro, pursuant to power of attorney contained on
signature page of Post-Effective Amendment No. 8 filed with the
SEC on October 3, 2000.
<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 Core 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
Core Fund)
(d.6) Expense Cap/Reimbursement Agreement (for Super Core Fund)
(e.1) Distribution Agreement(3)
(e.2) Form of Dealer Agreement(3)
(e.3) Amended and Restated Distribution Agreement (to add Super
Core Fund)
(f) None
(g.1) Custodian Servicing Agreement(3)
(g.2) Custodian Servicing Agreement, as amended (to add Super
Core 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 Core Fund)
(h.5) Fund Administration Servicing Agreement, as amended
(to add Super Core Fund)
(h.6) Fund Accounting Servicing Agreement, as amended (to
add Super Core 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
Core Funds)
(m.10) Rule 12b-1 Distribution and Shareholder Servicing Plan,
as amended (for Class C shares of Grand Prix and Super
Core Funds)
(m.11) Form of Rule 12b-1 Related Agreement, as amended (for
Class A shares of Grand Prix and Super Core Funds)
(m.12) Form of Rule 12b-1 Related Agreement, as amended (for
Class C shares of Grand Prix and Super Core Funds)
(n.1) Rule 18f-3 Multi-Class Plan(3)
(n.2) Rule 18f-3 Multi-Class Plan, as amended (to add Super
Core Fund)
(o) Reserved
(p) Code of Ethics(7)
(q) Powers of Attorney for Directors and Officers (see
signature page)
__________________
(1) Incorporated by reference to Registrant's Form
N-1A as filed with the Commission on October 31, 1997.
<PAGE>
(2) Incorporated by reference to Registrant's Pre-
Effective Amendment No. 1 as filed with the
Commission on December 23, 1997.
(3) Incorporated by reference to Registrant's Post-
Effective Amendment No. 6 as filed with the
Commission on July 29, 1999.
(4) Incorporated by reference to Registrant's Post-
Effective Amendment No. 4 as filed with the
Commission on February 25, 1999.
(5) Incorporated by reference to Registrant's Pre-
Effective Amendment No. 2 as filed with the
Commission on December 30, 1997.
(6) Incorporated by reference to Registrant's Post-
Effective Amendment No. 2 as filed with the
Commission on November 30, 1998.
(7) Incorporated by reference to Registrant's Post-
Effective Amendment No. 8 as filed with the
Commission on October 3, 2000.
