APPENDIX A
Rule 12b-1 Related Agreement
Grand Prix Funds, Inc.
Wilton Executive Campus
00 Xxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxxx 00000
____________, 1997
[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 "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, in the
exercise of its reasonable business judgment and in
light of its fiduciary duties, there is a reasonable
likelihood that the Plan will 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
(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 net asset
value, which determination shall be made in the manner
specified in the Fund's current Prospectus, and pay to
you quarterly, on the basis of such determination, the
fee specified above, to the extent permitted under the
Plan. No such quarterly 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 quarterly 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. Payment of
such quarterly fee shall be made within 45 days after
the close of each quarter for which such fee is
payable.
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
shareholders, or (b) a majority of the Disinterested
Directors, on sixty (60) days' written notice, without
payment of any penalty. 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 or telegraphed 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.
GRAND PRIX FUNDS, INC.,
on behalf of Grand Prix Equity Fund
By:_________________________
Xxxxxx Xxxxxxx
Accepted:
_________________________________
(Dealer or Service Provider Name)
_________________________________
(Street Address)
__________________________________
(City) (State) (ZIP)
___________________________________
(Telephone No.)
____________________________________
(Facsimile No.)
By:_________________________________
(Name and Title)
