0000892712-97-000098 Sample Contracts

EXHIBIT A to the Investment Advisory Agreement
Investment Advisory Agreement • December 23rd, 1997 • Grand Prix Funds Inc • Connecticut

THIS AGREEMENT is entered into as of the 31st day of December, 1997, between Grand Prix Funds, Inc., a Maryland corporation (the "Corporation") and Target Holdings Corporation d/b/a Target Investors, a Florida corporation (the "Adviser").

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WITNESSETH:
Custody Agreement • December 23rd, 1997 • Grand Prix Funds Inc • Ohio
APPENDIX A Rule 12b-1 Related Agreement
Rule 12b-1 Related Agreement • December 23rd, 1997 • Grand Prix Funds Inc

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 a

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