Exhibit (p)
CODE OF ETHICS
For Access Persons of
GRAND PRIX FUNDS, INC.
and
TARGET INVESTORS
Amended and Restated as of March 1, 2000
I. DEFINITIONS
A. "Act" means the Investment Company Act of
1940, as amended.
B. "Company" means Grand Prix Funds, Inc.
C. "Target" means Target Holdings Corporation
d/b/a Target Investors, Inc.
D. "Access person" means any director, officer
or advisory person of the Company or Target.
E. "Advisory person" means: (i) any employee of
the Company or Target (or of any company in a
control relationship to the Company or
Target), who in connection with his or her
regular functions or duties, makes,
participates in, or obtains information
regarding the purchase or sale of a security
by the Company, or whose functions relate to
the making of any recommendations with
respect to such purchases or sales; and (ii)
any natural person in a control relationship
to the Company or Target who obtains informa
tion concerning recommendations made to the
Company with regard to the purchase or sale
of a security by the Company.
F. A security is "being considered for purchase
or sale" when a recommendation to purchase or
sell a security has been made and
communicated and, with respect to the person
making the recommendation, when such person
seriously considers making such a
recommendation.
G. "Beneficial ownership" shall be interpreted
in the same manner as it would be in
determining whether a person is subject to
the provisions of Section 16 of the
Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated
thereunder, except that the determination of
direct or indirect beneficial ownership shall
apply to all securities which an access
person has or acquires. Although the
following is not an exhaustive list, a person
generally would be regarded to be the
beneficial owner of the following:
(i) securities held in the person's own name;
(ii) securities held with another in joint
tenancy, as tenants in common, or in
other joint ownership arrangements;
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(iii) securities held by a bank or broker
as a nominee or custodian on such
persons' behalf or pledged as collateral
for a loan;
(iv) securities held by members of the
person's immediate family sharing the
same household ("immediate family" means
any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-
law or sister-in-law, including adoptive
relationships);
(v) securities held by a relative not
residing in the person's home if the
person is a custodian, guardian, or
otherwise has controlling influence over
the purchase, sale, or voting of such
securities;
(vi) securities held by a trust for which the
person serves as a trustee and in which
the person has a pecuniary interest
(including pecuniary interests by virtue
of performance fees and by virtue of
holdings by the person's immediate
family);
(vii) securities held by a trust in which
the person is a beneficiary and has or
shares the power to make purchase or
sale decisions;
(viii) securities held by a general
partnership or limited partnership in
which the person is a general partner; and
(ix) securities owned by a corporation which
is directly or indirectly controlled by,
or under common control with, such
person.
H. "Control" shall have the same meaning as that
set forth in Section 2(a)(9) of the Act.
I. "Disinterested director" means a director of
the Company who is not an "interested person"
of the Company within the meaning of Section
2(a)(19) of the Act.
J. "Investment Personnel" means (i) any employee
of the Company or Target (or of any company
in a control relationship to the Company or
Target) who, in connection with his or her
regular functions or duties, makes or
participates in making recommendations
regarding the purchase or sale of securities
by the Company; (ii) any natural person who
controls the Company or Target and who
obtains information concerning
recommendations made to the Company regarding
the purchase or sale of securities by the
Company.
K. "Purchase or sale of a security" includes,
among other things, the writing of an option
to purchase or sell a security.
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L. "Security" shall have the meaning set forth
in Section 2(a)(36) of the Act, --any note,
stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of
interest or participation in any profit-
sharing agreement, collateral-trust
certificate, preorganization certificate or
subscription, transferable share, investment
contract, voting-trust certificate,
certificate of deposit for a security,
fractional undivided interest in oil, gas or
other mineral rights, any put, call,
straddle, option, or privilege on any
security (including a certificate of deposit)
or on any group or index of securities
(including any interest therein or based on
the value thereof), or any put, call,
straddle, option, or privilege entered into
on a national securities exchange relating to
foreign currency, or, in general, any
interest or instrument commonly known as a
"security", or any certificate or interest or
participation in, temporary or interim
certificate for, receipt for, guarantee of,
or warrant or right to subscribe to or
purchase, any of the foregoing, except that
it shall not include shares of registered
open-end investment companies, direct
obligations of the Government of the United
States, high quality short-term debt
instruments, bankers' acceptances, bank
certificates of deposit, commercial paper,
and such other money market instruments as
designated by the Company's Board of
Directors.
II. GENERAL FIDUCIARY PRINCIPLES
In addition to the specific principles enunciated
in this Code of Ethics, all access persons shall be
governed by the following general fiduciary principles:
A. The duty at all times to place the interests
of shareholders of the Company and other
clients of Target above all others;
B. The requirement that all personal securities
transactions be conducted consistent with
this Code of Ethics and in such a manner as
to avoid any actual or potential conflict of
interest or any abuse of an individual's
position of trust and responsibility; and
C. The fundamental standard that no access
person should take inappropriate advantage of
their position with the Company or Target.
III. EXEMPTED TRANSACTIONS
The prohibitions of Section IV and the reporting
obligations of Section V of this Code of Ethics shall
not apply to:
A. Purchases or sales effected in any account
over which the access person has no direct or
indirect influence or control;
B. Purchases or sales which are non-volitional
on the part of either the access person or
the Company;
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C. Purchases which are part of an automatic
dividend reinvestment plan; and
D. Purchases effected upon the exercise of
rights issued by an issuer pro rata to all
holders of a class of its securities, to the
extent such rights were acquired from such
issuer, and sales of such rights so acquired.
IV. PROHIBITED ACTIVITIES
A. No access person shall purchase or sell,
directly or indirectly, any security in which
he or she has, or by reason of such
transaction acquires, any direct or indirect
beneficial ownership and which he or she
knows or should have known, that during the
15-day period immediately before or after the
access person's transaction, the Company
purchased or sold the security or the Company
or Target considered purchasing or selling
the security.
B. No person who meets the definition contained
in "Investment Personnel" shall acquire any
beneficial ownership in any securities in an
initial public offering or in any interest in
a private placement without first obtaining
prior approval from Target's Compliance
Officer. Target's Compliance Officer must
maintain a record of any decision, and the
reasons supporting the decision, for at least
five years after the end of the fiscal year
in which the decision is made.
With the exception of the Company's
disinterested directors:
C. No access person shall receive any gift or
other thing of more than de minimis value
from any person or entity that does business
with or on behalf of the Company or any other
client of Target.
D. No access person shall serve on the board of
directors of a publicly traded company
without prior authorization from Target's
Board of Directors and the Company's Board of
Directors based upon a determination that the
board service would be consistent with the
interests of the Company, its shareholders,
and other clients of Target. In the event
the board service is authorized, access
persons serving as directors must be isolated
from those making investment decisions
through a "Chinese wall."
V. REPORTING
A. All securities transactions in which an
access person has a direct or indirect
beneficial ownership interest will be
monitored by Target's Compliance Officer.
B. With the exception of disinterested
directors, every access person shall report
to Target's Compliance Officer on a quarterly
basis the information described in Section
V(E) of this Code of Ethics with respect to
the transactions in any security
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in which such access person has, or by
reason of such transaction acquires, any
direct or indirect beneficial ownership in
the security.
C. With the exception of disinterested
directors, quarterly reporting is required
even if such access person has no personal
securities transactions to report for the
reporting period.
D. A disinterested director of the Company need
only report a transaction in a security if
such director knew or, in the ordinary course
of fulfilling his or her official duties as a
director of the Company, should have known
that, during the 15-day period immediately
before or after the date of the transaction
by the director, such security was: (i)
purchased or sold by the Company; or (ii)
being considered by the Company or Target for
purchase or sale.
E. Every report required to be made by Sections
V(B) through V(D) of this Code of Ethics
shall be made not later than ten (10) days
after the end of the calendar quarter in
which the transaction to which the report
relates. Such report shall contain the
following information:
(1) The date of the transaction, the title,
the interest rate and maturity date (if
applicable), and the number of shares,
and the principal amount of each
security involved;
(2) The nature of the transaction (i.e.,
purchase, sale or any other type of
acquisition or disposition);
(3) The price of the security at which the
transaction was effected; and
(4) The name of the broker, dealer or bank
with or through whom the transaction was
effected.
F. Any report filed pursuant to Section V(B)
through V(D) of this Code of Ethics may
contain a statement that the report shall not
be construed as an admission by the person
making such report that he or she has any
direct or indirect beneficial ownership in
the security to which the report relates.
G. With the exception of disinterested
directors, every access person shall direct
his or her brokers to provide to Target's
Compliance Officer, on a timely basis,
duplicate copies of all personal securities
transactions and copies of periodic
statements for all securities accounts.
H. With the exception of disinterested
directors, every access person shall disclose
to Target's Compliance Officer all personal
securities holdings (i) within ten (10) days
of such person's commencement of employment;
and (ii) in an annual report which reflects
such person's securities holdings as of June
30th. Such annual
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report must be received by Target's Compliance
Officer no later than July 31st of each year.
VI. COMPLIANCE WITH THE CODE OF ETHICS
A. All access persons shall certify annually that:
(1) They have read and understand the Code
of Ethics and recognize that they are
subject thereto; and
(2) They have complied with the requirements
of the Code of Ethics and disclosed or
reported all personal securities
transactions required to be disclosed or
reported pursuant to the Code.
B. The Company shall include a report in the
Company's Board of Directors quarterly
materials which shall:
(1) Identify any violations during the
previous quarter; and
(2) Identify any recommended changes in
existing restrictions or procedures
based upon the Company's experience
under its Code of Ethics, evolving
industry practices, or developments in
laws or regulations.
C. The quarterly reports shall be summarized in
an annual report to the Company's Board of
Directors and shall include a certification
from the Company and Target stating that the
respective entity has adopted procedures
reasonably necessary to prevent its access
persons from violating this Code of Ethics.
VII. SANCTIONS
Upon discovering a violation of this Code of Ethics,
the Board of Directors of the Company may impose such
sanctions as it deems appropriate, including, among
other sanctions, a letter of censure or suspension, or
termination of the employment of the violator. The
Company's Board of Directors will be promptly informed
of any serious violations of this Code of Ethics.
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Exhibit (p)
Appendix 1
ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
I acknowledge that I have received the Code of
Ethics dated March 1, 2000, and represent:
1. In accordance with Section V of the Code of
Ethics, I will report all securities transactions in
which I have a beneficial interest, except for
transactions exempt from reporting under Section III of
the Code of Ethics.
2. I will comply with the Code of Ethics in all
other respects.
___________________________
Signature
___________________________
Print Name
Dated:____________________
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Appendix 2
ANNUAL CERTIFICATION OF COMPLIANCE WITH THE CODE OF ETHICS
I certify that during the past year:
1. I have reported all securities transactions
which I am required to report pursuant to Section V of
the Code of Ethics, except for transactions exempt from
reporting under Section III of the Code of Ethics.
2. I have complied with the Code of Ethics in all
other respects.
3. I have read and understand the Code of Ethics
and recognize that I am subject to the Code of Ethics.
_________________________
Signature
_________________________
Print Name
Dated:____________________
