APPENDIX A
Rule 12b-1 Related Agreement, as Amended
AmeriPrime Financial Securities, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxx 00000
____________, 1998
[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, as amended, (the "Plan") adopted by Grand Prix
Funds, Inc. (the "Corporation"), on behalf of the Grand
Prix Fund (the "Fund"), pursuant to Rule 12b-1 under
the Investment Company Act of 1940, as amended (the
"Act"). 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 Corporation,
including a majority of the Board of Directors who are
not "interested persons" of the Corporation, 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 Fund's shareholders.
1. To the extent you provide distribution and
marketing services in the promotion of the Fund's
shares, including furnishing services and assistance to
your customers who invest in and own shares, including,
but not limited to, answering routine inquiries
regarding the Fund and assisting in changing account
designations and addresses, we shall pay you a fee of
up to 0.25% of the average daily net assets of the
Fund's 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 Corporation 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 Fund's net
asset value, which determination shall be made in the
manner specified in the Fund's current Prospectus, 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 quarter 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 the Fund, its agent or us within seven (7) business
days after the date of our confirmation of such
purchase. In addition, no such fee will be paid to you
with respect to any of your customers if the amount of
such fee based upon the value of such customer's 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, on behalf of the Fund, 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 by the vote of (a) a majority vote of the
Fund's shareholders, (b) a majority of the
Disinterested Directors, on sixty (60) days' written
notice, without payment of any penalty or (c) 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 Corporation 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.
This Rule 12b-1 Related Agreement shall be construed
under the laws of the State of Maryland.
AMERIPRIME FINANCIAL SECURITIES,
INC.
on behalf of Grand Prix Fund
By:__________________________________
Xxxxxxx X. Xxxxxxxxxxxx, President
Accepted:
_________________________________
(Dealer or Service Provider Name)
_________________________________
(Street Address)
_________________________________
(City) (State) (ZIP)
_________________________________
(Telephone No.)
_________________________________
(Facsimile No.)
By:______________________________
(Name and Title
