APPENDIX A
Rule 12b-1 Related Agreement
____________, 199__
[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 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 C shares of the Grand Prix Fund
(the "Fund"), 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 of the Company that there was
a reasonable likelihood that the Plan would benefit the
Company and the Class C shareholders of the Fund.
1(a). To compensate you for distribution and
marketing services in the promotion of the Fund's Class
C shares, we shall pay you a distribution fee of up to
0.75% per annum of the average daily net assets of the
Fund's Class C shares 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 of record. We reserve
the right to increase, decrease or discontinue the
distribution fee at any time in our sole discretion
upon written notice to you.
(b). To compensate you for providing personal
services to holders of the Fund's Class C shares,
including furnishing services and assistance to your
customers who invest in and own such class of shares,
answering routine inquiries regarding the Fund and the
Class C shares and
assisting in changing account
designations and addresses, we shall pay to you a
service fee of up to 0.25% per annum of the average
daily net assets of the Fund's Class C shares 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 of
record. We reserve the right to increase, decrease or
discontinue the service fee at any time in our sole
discretion upon written notice to you.
(c). We shall make the determination of the net
asset value of the Class C 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 fees specified
above, to the extent permitted under the Plan. Payment
of such fees shall be made promptly after the close of
each month for which such fees are payable. No such
fees will be paid to you with respect to shares
purchased by you and redeemed or repurchased by the
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 C
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 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 C shares of the 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 communi
cations 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 Grand Prix Fund
Class C shares
By: ______________________
(Name and Title)
Accepted:
_______________________________
(Dealer or Service Provider Name)
______________________________
(Street Address)
________________________________________
(City) (State) (ZIP)
_________________________
(Telephone No.)
_________________________
(Facsimile No.)
By:______________________
(Name and Title)
