APPENDIX A
Rule 12b-1 Related Agreement, as Amended
-------------, 1999
[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 "Company"), with respect to the Class
A shares 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 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 Fund and the
Class A shareholders of the Fund.
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 Class A 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 Company
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 of the Class A 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 fee specified
above, to the extent permitted under the Plan. Payment
of such fee shall be made promptly after the close of
each month 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
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 by us 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 A 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
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.
T.O. XXXXXXXXXX SECURITIES, INC.
on behalf of the Grand Prix Fund
Class A Shares
By:_________________________________
(Name and Title)
Accepted:
_______________________________________
(Dealer or Service Provider Name)
_______________________________________
(Street Address)
_______________________________________
(City) (State) (ZIP)
________________________________________
(Telephone No.)
________________________________________
(Facsimile No.)
By:_________________________________
(Name and Title)
