Exhibit (m.11)
APPENDIX A
Class A Shares Rule 12b-1 Related Agreement, as Amended
____________, 2000
[Recipient's Name and Address]
Ladies and Gentlemen:
This letter will confirm our understanding and
agreement with respect to payments to be made to you
pursuant to a Distribution and Shareholder Servicing
Plan (the "Plan") adopted by Grand Prix Funds, Inc.
(the "Company"), pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"),
with respect to the Class A shares of the Grand Prix
Fund and the Super Core Fund (the "Funds"), each a
series of the Company. The Plan and this Related
Agreement (the "Rule 12b-1 Related Agreement") have
been approved by a majority of the Board of Directors
of the Company, including a majority of the Board of
Directors who are not "interested persons" of the
Company, as defined in the Act, and who have no direct
or indirect financial interest in the operation of the
Plan or in this or any other Rule 12b-1 Related
Agreement (the "Disinterested Directors"), cast in
person at a meeting called for the purpose of voting
thereon. Such approval included a determination by the
Board of Directors that there was a reasonable
likelihood that the Plan would benefit the Company and
the Class A shareholders of the Funds.
1. To the extent you provide distribution and
marketing services in the promotion of the Class A
shares of a Fund, including furnishing services and
assistance to your customers who invest in and own such
class of shares, answering routine inquiries regarding
a Fund and the Class A shares and assisting in changing
account designations and addresses, we shall pay you a
fee of up to (i) 0.25% of the average daily net assets
of the Grand Prix Fund's Class A shares (computed on an
annual basis) and/or (ii) 0.35% of the average daily
net assets of the Super Core Fund's Class A shares
(computed on an annual basis) which are owned of record
by your firm as nominee for your customers or which are
owned by those customers of your firm whose records, as
maintained by the Company or its agent, designate your
firm as the customer's dealer or service provider of
record. We reserve the right to increase, decrease or
discontinue the fee at any time in our sole discretion
upon written notice to you.
We shall make the determination of the net asset
value of a Fund's Class A shares, which determination
shall be made in the manner specified in the current
Prospectus relating to such shares, and pay to you, on
the basis of such determination, the fee specified
above, to the extent permitted under the Plan. Payment
of such fee shall be made promptly after the close of
each month for which such fees are payable. No such
fee will be paid to you with respect to shares
purchased by you and redeemed or repurchased by a Fund,
its agent or us within seven (7) business days after
the date of our confirmation of such purchase. In
addition, no such fees will be paid to you with respect
to any of your customers if the amount of such fees
based upon the value of such customer's Class A shares
will be less than $25.00.
2. You shall furnish us with such information as
shall reasonably be requested by the Board of Directors
of the Company with respect to the fees paid to you
pursuant to this Rule 12b-1 Related Agreement.
3. We shall furnish to the Board of Directors,
for its review, on a quarterly basis, a written report
of the amounts expended under the Plan by us and the
purposes for which such expenditures were made.
4. This Rule 12b-1 Related Agreement may be
terminated (i) by the vote of a majority of the
Disinterested Directors or by the vote of a majority of
the outstanding Class A shares of a Fund on sixty (60)
days' written notice, without payment of any penalty or
(ii) by any act which terminates the Plan. In
addition, this Rule 12b-1 Related Agreement shall
terminate immediately in the event of its assignment.
This Rule 12b-1 Related Agreement may be amended by us
upon written notice to you, and you shall be deemed to
have consented to such amendment upon effecting any
purchases of shares for your own account or on behalf
of any of your customer's accounts following your
receipt of such notice.
5. This Rule 12b-1 Related Agreement shall
become effective on the date accepted by you and shall
continue in full force and effect so long as the
continuance of the Plan and this Rule 12b-1 Related
Agreement are approved at least annually by a vote of
the Board of Directors of the Company and of the
Disinterested Directors, cast in person at a meeting
called for the purpose of voting thereon. All
communications to us should be sent to the above
address. Any notice to you shall be duly given if
mailed to you at the address specified by you below.
T.O. XXXXXXXXXX SECURITIES, INC.
on behalf of the Class A Shares of the Grand Prix Fund
and/or Super Core Fund
By: _____________________________________________________
(Name and Title)
Accepted:
_________________________________________________________
(Dealer or Service Provider Name)
_________________________________________________________
(Street Address)
_________________________________________________________
(City) (State) (Zip)
_________________________________________________________
(Telephone No.)
_________________________________________________________
(Facsimile No.)
By: _____________________________________________________
(Name and Title)
