GRAND PRIX FUNDS, INC.
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT (the "Agreement") is
made as of the 30th day of
November, 1998 by and among Grand Prix Funds, Inc. (the
"Fund"), a Maryland corporation, Target Holdings
Corporation, doing business as Target Investors (the
"Adviser"), a Florida corporation, and AmeriPrime
Financial Securities, Inc. (the "Distributor"), a Texas
corporation.
WITNESSETH THAT:
WHEREAS, the Fund is registered as an open-end
management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act") and
has registered its shares of common stock (the
"Shares") under the Securities Act of 1933, as amended
(the "1933 Act") in one or more distinct series of
Shares (the "Portfolio" or "Portfolios");
WHEREAS, the Adviser has been appointed investment
adviser to the Fund;
WHEREAS, the Distributor is a broker-dealer
registered with the U.S. Securities and Exchange
Commission (the "SEC") and a member in good standing of
the National Association of Securities Dealers, Inc.
(the "NASD");
WHEREAS, the Fund has adopted a plan of
distribution (the "Distribution Plan") pursuant to Rule
12b-1 under the 1940 Act relating to the payment by the
Fund of distribution expenses; and
WHEREAS, the Fund, the Adviser and the Distributor
desire to enter into this Agreement pursuant to which
the Distributor will provide distribution services to
the Portfolios of the Fund identified on Schedule A, as
may be amended from time to time, on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises
and mutual covenants contained in this Agreement, the
Fund, the Adviser and the Distributor, intending to be
legally bound hereby, agree as follows:
1. APPOINTMENT OF DISTRIBUTOR. The Fund hereby
appoints the Distributor as its exclusive agent for the
distribution of the Shares, and the Distributor hereby
accepts such appointment under the terms of this
Agreement. The Fund shall not sell any Shares to any
person except to fill orders for the Shares received
through the Distributor; provided, however, that the
foregoing exclusive right shall not apply: (i) to
Shares issued or sold in connection with the merger or
consolidation of any other investment company with the
Fund or the acquisition by purchase or otherwise of all
or substantially all of the assets of any investment
company or substantially all of the outstanding shares
of any such company by the Fund; (ii) to Shares which
may be offered by the Fund to its shareholders for
reinvestment of cash distributed from capital gains
or net investment income of the Fund; or (iii) to
Shares which may be issued to shareholders of other
funds who exercise any exchange privilege set forth in
the Fund's Prospectus, or (iv) to Shares which may be
sold to persons purchasing Shares directly from the
Fund or the Fund's Transfer Agent. Notwithstanding any
other provision hereof, the Fund may terminate,
suspend, or withdraw the offering of the Shares
whenever, in its sole discretion, it deems such action
to be desirable, and the Distributor shall process no
further orders for Shares after it receives notice of
such termination, suspension or withdrawal.
2. FUND DOCUMENTS. The Fund has provided the
Distributor with properly certified or authenticated
copies of the following Fund related documents in
effect on the date hereof: the Fund's organizational
documents, including Articles of Incorporation and By-
Laws; the Fund's Registration Statement on Form N-1A,
including all exhibits thereto; the Fund's most current
Prospectus and Statement of Additional Information; and
resolutions of the Fund's Board of Directors
authorizing the appointment of the Distributor and
approving this Agreement. The Fund shall promptly
provide to the Distributor copies, properly certified
or authenticated, of all amendments or supplements to
the foregoing. The Fund shall provide to the
Distributor copies of all other information which the
Distributor may reasonably request for use in
connection with the distribution of Shares, including,
but not limited to, a certified copy of all financial
statements prepared for the Fund by its independent
public accountants. The Fund shall also supply the
Distributor with such number of copies of the current
Prospectus, Statement of Additional Information and
shareholder reports as the Distributor shall reasonably
request.
3. DISTRIBUTION SERVICES. The Distributor shall
sell and repurchase Shares as set forth below, subject
to the registration requirements of the 1933 Act and
the rules and regulations thereunder, and the laws
governing the sale of securities in the various states
("Blue Sky Laws"):
a. The Distributor, as agent for the Fund,
shall sell Shares to the public against orders therefor
at the public offering price, which shall be the net
asset value of the Shares then in effect plus any
applicable sales loads.
b. The net asset value of the Shares shall be
determined in the manner provided in the then current
Prospectus and Statement of Additional Information.
The net asset value of the Shares shall be calculated
by the Fund or by another entity on behalf of the Fund.
The Distributor shall have no duty to inquire into or
liability for the accuracy of the net asset value per
Share as calculated.
c. Upon receipt of purchase instructions, the
Distributor shall transmit such instructions to the
Fund or its transfer agent for registration of the
Shares purchased.
d. The Distributor, in light of Fund policies,
procedures and disclosure documents, shall also have
the right to take, as agent for the Fund, all actions
which, in the Distributor's judgment, are necessary to
effect the distribution of Shares.
e. Nothing in this Agreement shall prevent the
Distributor or any "affiliated person" from buying,
selling or trading any securities for its or their own
account or for the accounts of others for whom it or
they may be acting; provided, however, that the
Distributor expressly agrees that it shall not for its
own account purchase any Shares of the Fund except for
investment purposes and that it shall not for its own
account sell any such Shares except for redemption of
such Shares by the Fund, and that it shall not
undertake activities which, in its judgment, would
adversely affect the performance of its obligations to
the Fund under this Agreement.
f. The Distributor, as agent for the Fund,
shall repurchase Shares at such prices and upon such
terms and conditions as shall be specified in the
Prospectus.
4. DISTRIBUTION SUPPORT SERVICES. In addition to
the sale and repurchase of Shares, the Distributor
shall perform the distribution support services set
forth on Schedule B attached hereto, as may be amended
from time to time. Such distribution support services
shall include: Review of sales and marketing literature
and submission to the NASD; NASD record keeping; and
quarterly reports to the Fund's Board of Directors.
Such distribution support services may also include:
fulfillment services, including telemarketing,
printing, mailing and follow-up tracking of sales
leads; and licensing Adviser or Fund personnel as
registered representatives of the Distributor and
related supervisory activities.
5. REASONABLE EFFORTS. The Distributor shall use
all reasonable efforts in connection with the
distribution of Shares. The Distributor shall have no
obligation to sell any specific number of Shares and
shall only sell Shares against orders received
therefor. The Fund shall retain the right to refuse at
any time to sell any of its Shares for any reason
deemed adequate by it.
6. COMPLIANCE. In furtherance of the distribution
services being provided hereunder, the Distributor and
the Fund agree as follows:
a. The Distributor shall comply with the
Rules of Fair Practice of the NASD and the securities
laws of any jurisdiction in which it sells, directly or
indirectly, Shares.
b. The Distributor shall require each
dealer with whom the Distributor has a selling
agreement to conform to the applicable provisions of
the Fund's most current Prospectus and Statement of
Additional Information, with respect to the public
offering price of the Shares.
c. The Fund agrees to furnish to the
Distributor sufficient copies of any agreements, plans,
communications with the public or other materials it
intends to use in connection with any sales of Shares
in a timely manner in order to allow the Distributor to
review, approve and file such materials with the
appropriate regulatory authorities and obtain clearance
for use. The Fund agrees not to use any such materials
until so filed and cleared for use by appropriate
authorities and the Distributor.
d. The Distributor, at its own expense,
shall qualify as a broker or dealer, or otherwise,
under all applicable Federal or state laws required to
permit the sale of Shares in such states as shall be
mutually agreed upon by the parties.
e. The Distributor shall not, in
connection with any sale or solicitation of a sale of
the Shares, or make or authorize any representative,
service organization, broker or dealer to make, any
representations concerning the Shares except those
contained in the Fund's most current Prospectus
covering the Shares and in communications with the
public or sales materials approved by the Distributor
as information supplemental to such Prospectus.
7. EXPENSES. Expenses shall be allocated as
follows:
a. The Fund shall bear the following
expenses: preparation, setting in type, and printing of
sufficient copies of the Prospectus and Statement of
Additional Information for distribution to existing
shareholders; preparation and printing of reports and
other communications to existing shareholders;
distribution of copies of the Prospectus, Statement of
Additional Information and all other communications to
existing shareholders; registration of the Shares under
the Federal securities laws; qualification of the
Shares for sale in the jurisdictions mutually agreed
upon by the Fund and the Distributor; transfer
agent/shareholder servicing agent services;
supplying information, prices and other data to be
furnished by the Fund under this Agreement; any
original issue taxes or transfer taxes applicable to
the sale or delivery of the Shares or certificates
therefor; and items covered by the Distribution Plan.
b. To the extent not covered by the
Distribution Plan, the Adviser shall pay all other
expenses incident to the sale and distribution of the
Shares sold hereunder, including, without limitation:
printing and distributing copies of the Prospectus,
Statement of Additional Information and reports
prepared for use in connection with the offering of
Shares for sale to the public; advertising in
connection with such offering, including public
relations services, sales presentations, media charges,
preparation, printing and mailing of advertising and
sales literature; data processing necessary to
support a distribution effort; distribution and
shareholder servicing activities of broker-dealers
and other financial institutions; filing fees required
by regulatory authorities for sales literature and
advertising materials; any additional out-of-
pocket expenses incurred in connection with the
foregoing and any other costs of distribution.
8. COMPENSATION. For the distribution and
distribution support services provided by the
Distributor pursuant to the terms of the Agreement, the
Fund shall, pursuant to the Distribution Plan, pay to
the Distributor the compensation set forth in Schedule
A attached hereto; which schedule may be amended from
time to time. In addition, the Distributor may retain
any portion of any sales load which is imposed on the
sale of Shares and not reallocated by the Distributor
to a dealer and any fee relating to such Shares paid
under the Distribution Plan, as set forth in the
Prospectus and subject to applicable NASD rules. Any
amounts so retained shall first be offset against the
amount payable to the Distributor pursuant to Schedule
A. The Distributor is entitled to retain any sales
load or fee in excess of the amount set forth on
Schedule A. To the extent not covered by the
Distribution Plan, the Adviser shall pay to the
Distributor the compensation set forth in Schedule A
and shall also reimburse the Distributor for its out-of-
pocket expenses related to the performance of its
duties hereunder, including, without limitation,
telecommunications charges, postage and delivery
charges, record retention costs, reproduction charges
and traveling and lodging expenses incurred by officers
and employees of the Distributor. If this Agreement
becomes effective subsequent to the first day of the
month or terminates before the last day of the month,
the Fund shall pay to the Distributor a distribution
fee that is prorated for that part of the month in
which this Agreement is in effect. All rights of
compensation and reimbursement under this Agreement for
services performed by the Distributor, as of the
termination date shall survive the termination of this
Agreement.
9. USE OF DISTRIBUTOR'S NAME. The Fund shall
not use the name of the Distributor or any of its
affiliates in the Prospectus, Statement of Additional
Information, sales literature or other material
relating to the Fund in a manner not approved prior
thereto in writing by the Distributor; provided,
however, that the Distributor shall approve all uses of
its and its affiliates' names that merely refer in
accurate terms to their appointments or that are
required by the Securities and Exchange Commission
(the "SEC") or any state securities commission; and
further provided, that in no event shall such
approval be unreasonably withheld.
10. USE OF FUND'S NAME. Neither the Distributor
nor any of its affiliates shall use the name of the
Fund or material relating to the Fund on any forms
(including any checks, bank drafts or bank statements)
for other than internal use in a manner not approved
prior thereto in writing by the Fund; provided,
however, that the Fund shall approve all uses of its
name that merely refer in accurate terms to the
appointment of the Distributor hereunder or that are
required by the SEC or any state securities commission;
and further provided, that in no event shall such
approval be unreasonably withheld.
11. LIABILITY OF DISTRIBUTOR. The duties of the
Distributor shall be limited to those expressly set
forth herein, and no implied duties, except the duty to
act in good faith, are, assumed by or may be asserted
against the Distributor hereunder. The Distributor may,
in connection with this Agreement employ agents or
attorneys in fact, and shall not be liable for any loss
arising out of or in connection with its actions under
this Agreement, so long as it acts in good faith and
with due diligence, and is not negligent or guilty of
any willful misfeasance, bad faith or gross negligence,
or reckless disregard of its obligations and duties
under this Agreement. As used in this Section 11 and
in Section 12 (except the second paragraph of Section
12), the term "Distributor" shall include directors,
officers, employees and other agents of the
Distributor.
12. INDEMNIFICATION OF DISTRIBUTOR. Any director,
officer, employee, shareholder or agent of the
Distributor who may be or become an officer, director,
employee or agent of the Fund, shall be deemed, when
rendering services to the Fund or acting on any
business of the Fund (other than services or business
in connection with the Distributor's duties hereunder),
to be rendering such services to or acting solely for
the Fund and not as a director, officer, employee,
shareholder or agent, or one under the control or
direction of the Distributor, even though receiving
a salary from the Distributor.
The Fund agrees to indemnify and hold harmless the
Distributor, and each person, who controls the
Distributor within the meaning of Section 15 of the
1933 Act, or Section 20 of the Securities Exchange Act
of 1934, as amended ("1934 Act"), against any and all
liabilities, losses, damages, claims and expenses,
joint or several (including, without limitation,
reasonable attorneys' fees and disbursements and
investigation expenses incident thereto) to which they,
or any of them, may become subject under the 1933 Act,
the 1934 Act, the 1940 Act or other Federal or state
laws or regulations, at common law or otherwise,
insofar as such liabilities, losses, damages, claims
and expenses (or actions, suits or proceedings in
respect thereof) arise out of or relate to any untrue
statement or alleged untrue statement of a material
fact contained in a Prospectus, Statement of
Additional Information, supplement thereto, sales
literature or other written information prepared by the
Fund and provided by the Fund to the Distributor for
the Distributor's use hereunder, or arise out of or
relate to any omission or alleged omission to state
therein a material fact required to be stated therein
or necessary to make the statements therein not
misleading. The Distributor (or any person controlling
the Distributor) shall not be entitled to indemnity
hereunder for any liabilities, losses, damages, claims
or expenses (or actions, suits or proceedings in
respect thereof) resulting from (i) an untrue statement
or omission or alleged untrue statement or omission
made in the Prospectus, Statement of Additional
Information, or supplement, sales or other literature,
in reliance upon and in conformity with information
furnished in writing to the Fund by the Distributor
specifically for use therein or (ii) the Distributor's
own willful misfeasance, bad faith, gross negligence
or reckless disregard of its duties and
obligations in the performance of this Agreement.
The Distributor agrees to indemnify and hold
harmless the Fund, and each person who controls the
Fund within the meaning of Section 15 of the 1933 Act,
or Section 20 of the 1934 Act, against any and all
liabilities, losses, damages, claims and expenses,
joint or several (including, without limitation
reasonable attorneys' fees and disbursements and
investigation expenses incident thereto) to which they,
or any of them, may become subject under the 1933 Act,
the 1934 Act, the 1940 Act or other Federal or state
laws, at common law or otherwise, insofar as such
liabilities, losses, damages, claims or expenses arise
out of or relate to any untrue statement or alleged
untrue statement of a material fact contained in the
Prospectus or Statement of Additional Information
or any supplement thereto, sales literature or other
written material, or arise out of or relate to actions
or oral representations of Distributor's associated
persons and to any omission or alleged omission to
state therein a material fact required to be stated
therein or necessary to make the statements therein
not misleading, if based upon information furnished
in writing to the Fund by the Distributor specifically
for use therein.
A party seeking indemnification hereunder (the
"Indemnitee") shall give prompt written notice to the
party from whom indemnification is sought
("Indemnitor") of a written assertion or claim of any
threatened or pending legal proceeding which may be
subject to indemnity under this Section; provided,
however, that failure to notify the Indemnitor of such
written assertion or claim shall not relieve the
Indemnitor of any liability arising from this Section.
The Indemnitor shall be entitled, if it so elects, to
assume the defense of any suit brought to enforce a
claim subject to this Agreement and such defense shall
be conducted by counsel chosen by the Indemnitor and
satisfactory to the Indemnitee; provided, however, that
if the defendants include both the Indemnitee and the
Indemnitor, and the Indemnitee shall have reasonably
concluded that there may be one or more legal defenses
available to it which are different from or additional
to those available to the Indemnitor ("conflict of
interest"), the Indemnitor shall not have the right
to elect to defend such claim on behalf of the
Indemnitee, and the Indemnitee shall have the right to
select separate counsel to defend such claim on
behalf of the Indemnitee. In the event that the
Indemnitor elects to assume the defense of any suit
pursuant to the preceding sentence and retains counsel
satisfactory to the Indemnitee, the Indemnitee shall
bear the fees and expenses of additional counsel
retained by it except for reasonable investigation
costs which shall be borne by the Indemnitor. If the
Indemnitor (i) does not elect to assume the defense of
a claim, (ii) elects to assume the defense of a claim
but chooses counsel that is not satisfactory to the
Indemnitee or (iii) has no right to assume the defense
of a claim because of a conflict of interest, the
Indemnitor shall advance or reimburse the Indemnitee,
at the election of the Indemnitee, reasonable fees and
disbursements of any counsel retained by Indemnitee,
including reasonable investigation costs.
13. ADVISER PERSONNEL. The Adviser agrees that
only its employees who are registered representatives
of the Distributor ("dual employees") or registered
representatives of another NASD member firm shall offer
or sell Shares of the Portfolios. The Adviser further
agrees that the activities of any such employees as
registered representatives of the Distributor shall be
limited to offering and selling Shares. If there are
dual employees, one employee of the Adviser shall
register as a principal of the Distributor and assist
the Distributor in monitoring the marketing and sales
activities of the dual employees. The Adviser shall
maintain errors and omissions and fidelity bond
insurance policies providing reasonable coverage for
its employee's activities and shall provide copies of
such policies to the Distributor. The Adviser shall
indemnify and hold harmless the Distributor against any
and all liabilities, losses, damages, claims and
expenses (including reasonable attorneys' fees and
disbursements and investigation costs incident thereto)
arising from or related to the Adviser's employees'
activities as registered representatives, including,
without limitation, any and all such liabilities,
losses, damages, claims and expenses arising from or
related to the breach by such employees of any rules or
regulations of the NASD or SEC.
14. FORCE MAJEURE. The Distributor shall not be
liable for any delays or errors occurring by reason of
circumstances not reasonably foreseeable and beyond its
control, including, but not limited, to acts of civil
or military authority, national emergencies, work
stoppages, fire, flood, catastrophe, acts of God,
insurrection, war, riot or failure of communication or
power supply. In the event of equipment breakdowns
which are beyond the reasonable control of the
Distributor and not primarily attributable to the
failure of the Distributor to reasonably maintain or
provide for the maintenance of such equipment, the
Distributor shall, at no additional expense to the
Fund, take reasonable steps in good faith to minimize
service interruptions, but shall have no liability with
respect thereto.
15. SCOPE OF DUTIES. The Distributor and the Fund
shall regularly consult with each other regarding the
Distributor's performance of its obligations and its
compensation under the foregoing provisions. In
connection therewith, the Fund shall submit to the
Distributor at a reasonable time prior to or at the
same time as filing with the SEC copies of any amended
or supplemented Registration Statement of the Fund
(including exhibits) under the 1940 Act and the 1933
Act, and at a reasonable time in advance of their
proposed use, copies of any amended or supplemented
forms relating to any plan, program or service offered
by the Fund. Any change in such materials that would
require any change in the Distributor's obligations
under the foregoing provisions shall be subject to the
Distributor's approval. In the event that a change in
such documents or in the procedures contained therein
increases the cost or burden to the Distributor of
performing its obligations hereunder, the Distributor
shall be entitled to receive reasonable compensation
therefore.
16. DURATION. This Agreement shall become
effective as of the date first above written, and shall
continue in force for two years from that date and
thereafter from year to year, provided continuance is
approved at least annually by (i) either the vote of a
majority of the Directors of the Fund, or by the vote
of a majority of the outstanding voting securities of
each Portfolio, and (ii) the vote of a majority of
those Directors of the Fund who are not interested
persons of the Fund, and who are not parties to this
Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of
voting on the approval.
17. TERMINATION. This Agreement shall terminate as
follows:
a. This Agreement shall terminate
automatically in the event of its assignment.
b. This Agreement shall terminate upon the
failure to approve the continuance of the Agreement
after the initial two-year term as set forth in Section
16 above.
c. This Agreement shall terminate at any time
upon a vote of the majority of the Directors who are
not interested persons of the Fund or by a vote of the
majority of the outstanding voting securities of each
Portfolio, upon not less than 60 days prior written
notice to the Distributor.
d. The Distributor may terminate this
Agreement upon not less than 60 days prior written
notice to the Fund.
Upon the termination of this Agreement, the Fund
shall pay to the Distributor such compensation and out-
of-pocket expenses as may be payable for the period
prior to the effective date of such termination. In
the event that the Fund designates a successor to any
of the Distributor's obligations hereunder, the
Distributor shall, at the expense and direction of the
Fund, transfer to such successor all relevant books,
records and other data established or maintained by the
Distributor pursuant to the foregoing provisions.
Sections 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 17,
20, 21, 22, 23, 24, 25, 26 and 27 shall survive any
termination of this Agreement.
18. AMENDMENT. The terms of this Agreement
shall not be waived, altered, modified, amended or
supplemented in any manner whatsoever except by a
written instrument signed by the Distributor and the
Fund and shall not become effective unless its terms
have been approved by the majority of the Directors of
the Fund or by a "vote of majority of the outstanding
voting securities" of each Portfolio and by a majority
of those Directors who are not "interested persons" of
the Fund or any party to this Agreement.
19. NON-EXCLUSIVE SERVICES. The services of the
Distributor rendered to the Fund are not exclusive.
The Distributor may render such services to any other
investment company.
20. DEFINITIONS. As used in this Agreement, the
terms "vote of a majority of the outstanding voting
securities," "assignment," "interested person" and
"affiliated person" shall have the respective meanings
specified in the 1940 Act and the rules enacted
thereunder as now in effect or hereafter amended.
21. CONFIDENTIALITY. The Distributor shall treat
confidentially and as proprietary information of the
Fund all records and other information relating to the
Fund and prior, present or potential shareholders and
shall not use such records and information for any
purpose other than performance of its responsibilities
and duties hereunder, except as may be required by
administrative or judicial tribunals or as requested by
the Fund.
22. NOTICE. Any notices and other communications
required or permitted hereunder shall be in writing and
shall be effective upon delivery by hand or upon
receipt if sent by certified or registered mail
(postage prepaid and return receipt requested) or by a
nationally recognized overnight courier service
(appropriately marked for overnight delivery) or upon
transmission if sent by telex or facsimile (with
request for immediate confirmation of receipt in a
manner customary for communications of such respective
type and with physical delivery of the communication
being made by one or the other means specified in this
Section 22 as promptly as practicable thereafter).
Notices shall be addressed as follows:
(a) if to the Fund:
Grand Prix Funds, Inc.
X.X. Xxx 0000
Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx, President
(b) if to the Adviser:
Target Investors
Wilton Executive Campus
00 Xxxxx Xxxx
Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx, President
(c) if to the Distributor:
AmeriPrime Financial Securities, Inc.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxxxxxx, President
or to such other respective addresses as the parties
shall designate by like notice, provided that notice
of a change of address shall be effective only upon
receipt thereof.
23. SEVERABILITY. If any provision of this
Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
24. GOVERNING LAW. This Agreement shall be
administered, construed and enforced in accordance with
the laws of the State of Texas to the extent that such
laws are not preempted by the provisions of any law of
the United States heretofore or hereafter enacted, as
the same may be amended from time to time.
25. ENTIRE AGREEMENT. This Agreement (including
the Exhibits attached hereto) contains the entire
agreement and understanding of the parties with respect
to the subject matter hereof and supersedes all prior
written or oral agreements and understandings with
respect thereto.
26. MISCELLANEOUS. Each party agrees to perform
such further acts and execute such further documents as
are necessary to effectuate the purposes hereof. The
captions in this Agreement are included for convenience
of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their
construction. This Agreement may be executed in three
counterparts, each of which taken together shall
constitute one and the same instrument.
27. LIMITATION OF LIABILITY. The term "Grand Prix
Funds, Inc." includes the directors from time to time
serving under the Articles of Incorporation of the Fund
dated October 29, 1997, as the same may subsequently
thereto have been, or subsequently hereto be, amended.
It is expressly agreed that obligations of the Fund
hereunder shall not be binding upon any Director,
Shareholder, nominees, officers, agents or employees of
the Fund, personally, but bind only the assets and
property of the Fund, as provided in the Articles of
Incorporation. The execution and delivery of this
Agreement have been authorized by the Directors and
signed by an authorized officer of the Fund, acting as
such, and neither such authorization nor such execution
and delivery shall be deemed to have been made by any
of them individually or to impose any liability on any
of them personally, but shall bind only the assets and
property of the Fund as provided in the Articles of
Incorporation. The Articles of Incorporation are on
file with the Secretary of the State of Maryland.
IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the day and year first above
written.
GRAND PRIX FUNDS, INC.
By: /s/ Xxxxxx Xxxxxxx
--------------------------
Xxxxxx Xxxxxxx, President
AMERIPRIME FINANCIAL SECURITIES, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxxx
---------------------------
Xxxxxxx Xxxxxxxxxxxx, President
TARGET INVESTORS, INC.
By: /s/ Xxxxxx Xxxxxxx
----------------------------
Xxxxxx Xxxxxxx, President
SCHEDULE A
GRAND PRIX FUNDS, INC.
Portfolio and Fee Schedule
Portfolios covered by Distribution Agreement:
Grand Prix Fund
Fees for distribution and distribution support services
on behalf of the Portfolio:
Annual Fee $18,000.00
SCHEDULE B
GRAND PRIX FUNDS, INC.
Distribution Support Services
1. Review and submit for approval all advertising and
promotional materials.
2. Maintain all books and records required by the
NASD.
3. Monitor Distribution Plan(s) and report to Board
of Directors.
4. Prepare quarterly reports to Board of Directors
relating to distribution activities.
5. Subject to approval of Distributor, license
personnel as registered representatives of the
Distributor.
6. Telemarketing services (additional fees to be
negotiated).
7. Fund fulfillment services, including sampling
prospective shareholders inquiries and related mailings
(additional fees to be negotiated).
