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Selected Dealer Agreement
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address
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RE: Grand Prix Funds, Inc.
Ladies and Gentlemen:
As the principal underwriter of shares in registered
investment companies managed by Target Investors, Inc., we invite
you to participate as principal in the distribution of one or
more series and classes of the shares of Grand Prix Funds, Inc.,
a Maryland corporation ("Fund" or "Funds"), upon the following
terms and conditions:
1. You will offer and sell shares only at the public
offering prices that are currently in effect, in accordance with
the terms of the then current prospectus of the Fund. You agree
to act only as principal in such transactions and have no
authority to act as agent for the Funds, for us, or for any other
dealer in any respect. All orders are subject to acceptance by
us and become effective only upon confirmation by us.
2. Upon each purchase of shares by you from us, the total
sales charges and discount to selected dealers shall be as stated
in each Fund's then current prospectus. Such sales charges and
discount to selected dealers are subject to waiver or reduction
under a variety of circumstances as described in each Fund's then
current prospectus. To obtain a waiver or reduction, we must be
satisfactorily informed at the time a qualifying purchase occurs.
3. As a selected dealer, you are authorized to place orders
directly with the Funds for their shares to be sold by us to you
subject to the applicable terms and conditions governing the
placement of orders set forth in the Distribution Agreement
between each Fund and us and further subject to the applicable
compensation provisions set forth in each Fund's then current
prospectus. You may tender shares directly to the Funds or their
transfer agent for redemption.
4. Redemption and repurchase of shares will be made at the
net asset value of such shares in accordance with the then
current prospectus of the Fund.
5. You represent that you are a member in good standing of
the National Association of Securities Dealers, Inc. (NASD), and
are therefore subject to the Rules of the NASD.
6. This Agreement is in all respects subject to Rule 2830
of the Conduct Rules of the NASD, which shall control any
provisions to the contrary in this Agreement.
7. In addition to the other provisions in this Agreement,
you expressly agree:
(a) to purchase shares from us only for the purpose of
covering purchase orders previously received or for your own
bona fide investment;
(b) that you will not purchase any shares from your
customers at a price lower than the redemption or repurchase
price next quoted by the Fund;
(c) that you will not withhold placing customers'
orders so as to profit as a result of such withholding; and
(d) that if any shares confirmed to you hereunder are
redeemed or repurchased by a Fund within thirty business
days after such confirmation of your original order, you
will refund to us the full discount reallowed to you on such
sale. We or a paying agent appointed by us, will pay to the
appropriate Fund our share of the charge on the original
sale and will also pay to such Fund the refund from you as
herein provided.
8. We accept no conditional orders for shares. Shares
purchased shall be issued only against receipt of the purchase
price, subject to deduction for the discount reallowed to you and
our portion of the sales charge on such sale. If payment for the
shares purchased is not received within the time customary for
such payment, the sale may be canceled without any responsibility
or liability on our part or on the part of the Fund (in which
case you will be responsible for any loss, including loss of
profit, suffered by the Fund resulting from your failure to make
payment as aforesaid) or, at our option, we may sell the shares
ordered back to the Fund (in which case we may hold you
responsible for any loss, including loss of profit, suffered by
us resulting from your failure to make payment as aforesaid).
9. You will offer and sell shares in compliance with
applicable federal and state securities laws. You will furnish
to each person to whom any such offer or sale is made a copy of
the then current prospectus for the Fund, and, with respect to
persons who purchase shares, you agree to deliver to such
purchasers copies of each Fund's annual and interim reports and
proxy solicitation materials. We shall be under no liability to
you except for obligations expressly assumed by us in this
Agreement. Nothing herein contained shall be deemed to be a
condition, stipulation, or provision binding any persons
acquiring any security to waive compliance with any applicable
provision of federal or state securities law.
10. No person is authorized to make any representations
concerning shares of the Funds except those contained in the
current prospectus and printed information issued by each Fund or
by us as information supplemental to each prospectus. We shall
supply reasonable quantities of prospectuses, supplemental sale
literature, and additional information as issued. You agree not
to use other advertising or sales material relating to the Funds
unless approved in writing by us in advance of such use. Any
printed information furnished by us other than the current
prospectus for each Fund, periodic reports, and proxy
solicitation materials, if any, are our sole responsibility and
not the responsibility of the Fund. You agree that each Fund
shall have no liability to you unless expressly assumed
otherwise. All expenses incurred by you under this Agreement
shall be borne by you.
11. Neither of us shall be liable to the other except for
(1) acts or failures to act which constitute a lack of good faith
or negligence and (2) obligations expressly assumed under this
Agreement. In addition, you agree to indemnify us and hold us
harmless from any claims or assertions relating to the lawfulness
of your participation in this Agreement and the transactions
contemplated hereby or relating to any activities of any persons
or entities affiliated with your organization which are performed
in connection with the discharge of your responsibilities under
this Agreement. If such claims are asserted, we shall have the
right to manage our own defense, including the selection and
engagement of legal counsel, and all costs of such defense shall
be borne by you.
12. Either party to this Agreement may cancel this
Agreement by giving written notice to the other. Such notice
shall be deemed to have been given on the date on which it was
either delivered personally to the other party or was received by
the other party at its address as shown in this Agreement. This
Agreement may be amended by us at any time, and your placing of
an order after the effective date of any such amendment
constitutes your acceptance thereof.
13. All communications to us shall be sent to the address
set forth on page 1 hereof or at such other address as we may
designate in writing. Any notice to you shall be duly given if
mailed or telecopied to you at the address set forth below or at
such other address as you may provide in writing.
Firm: _____________________
Address: _____________________
Suite/Floor: _____________________
City, State: _____________________
Telephone: _____________________
Facsimile: _____________________
Attention: _____________________
14. This Agreement constitutes the entire agreement between
us and shall not be assignable by you. It shall be construed in
accordance with the laws of the State of Connecticut and shall be
binding upon both parties when signed by us and accepted by you
in the space provided below. Please return one signed copy of
this Agreement.
Sincerely yours,
T.O. XXXXXXXXXX SECURITIES, INC.
By:_________________________
___________, Authorized Signer
Accepted: company
By: __________________ Date:_______________________
Authorized Signer
Date:_________________
