Exhibit (m.12)
APPENDIX A
Class C 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 C 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 C shareholders of the Funds.
1(a). To compensate you for distribution and
marketing services in the promotion of a 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 a
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 a 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 a 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 a 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
service provider 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 a Fund's 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 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 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 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 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 Class C 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)
