Exhibit (n.2)
GRAND PRIX FUNDS, INC.
RULE 18f-3 MULTIPLE CLASS PLAN, AS AMENDED
(EFFECTIVE DECEMBER 29, 2000)
Grand Prix Funds, Inc. (the "Company"), a
registered investment company currently consisting of
the Grand Prix Fund and the Super Core Fund (the
"Funds"), has elected to rely on Rule 18f-3 under the
Investment Company Act of 1940, as amended (the "1940
Act"), in offering multiple classes of shares of each
Fund. A majority of the Board of Directors of the
Company, including a majority of the directors who are
not interested persons of the Company, has determined
in accordance with Rule 18f-3(d) that the following
plan (the "Plan") is in the best interests of each
class of each Fund and the Company as a whole:
1. Class Designation. Fund shares will be designated
either Class A or Class C.
2. Class Characteristics. Each class of shares will
represent interests in the same portfolio of
investments and will be identical in all respects to
the other class, except as set forth below:
Class A: Class A shares will be offered for
sale at net asset value per share
plus a maximum initial sales charge
of 5.25%. Class A shares are
subject to a distribution plan
adopted pursuant to Rule 12b-1 under
the 1940 Act which provides for an
annual distribution fee of up to
0.25% of the average daily net
assets of the Grand Prix Fund and
0.35% of the average daily net
assets of the Super Core Fund
attributable to each Fund's
respective Class A shares, computed
on an annual basis. The
distribution plan fees for the Class
A shares will be used to pay the
Funds' distributor or others who
render assistance in distributing or
promoting Class A shares.
Class C: Class C shares will be offered for
sale at net asset value per share
plus a maximum initial sales charge
of 1.00%. Class C shares will be
subject to a distribution plan
adopted pursuant to Rule 12b-1 under
the 1940 Act which provides for an
annual distribution fee of 0.75% of
the average daily net assets of a
Fund attributable to Class C shares,
and an annual shareholder servicing
fee of 0.25% of the average daily
net assets of a Fund attributable to
Class C shares, computed on an
annual basis. The distribution plan
fees for the Class C shares will be
used to compensate the distributor,
selling broker-dealers or others who
render assistance in distributing or
promoting Class C shares or for
providing shareholder services.
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3. Expense Allocations. The following expenses will
be allocated on a class-by-class basis, to the extent
practicable: (i) fees under the distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act; (ii)
accounting, auditor, litigation or other legal expenses
relating solely to a particular class; and (iii)
expenses incurred in connection with shareholder
meetings as a result of issues relating to a particular
class. Income, realized and unrealized capital gains
and losses, and expenses of a Fund not allocated to a
particular class will be allocated on the basis of the
net asset value of each class in relation to the net
asset value of the Fund. Notwithstanding the
foregoing, a service provider for a Fund may waive or
reimburse the expenses of a specific class or classes
to the extent permitted under Rule 18f-3 of the 1940
Act.
4. Exchanges and Conversions. There are no
conversion features associated with either Fund's Class
A or Class C shares.
5. General. Each class of each Fund will have
exclusive voting rights with respect to any matter
related solely to such class's Rule 18f-3 arrangements.
Each class of each Fund will have separate voting
rights with respect to any matter submitted to
shareholders in which the interests of one class differ
from the interests of the other class. Each class will
have in all other respects the same rights and
obligations as each other class. On an ongoing basis,
the Board of Directors will monitor the Plan for any
material conflicts between the interests of the classes
of shares of each Fund. The Board of Directors will
take such action as is reasonably necessary to
eliminate any conflict that develops. The Funds'
investment adviser and distributor will be responsible
for alerting the Board of Directors to any material
conflicts that may arise. Any material amendment to
this Plan must be approved by a majority of the Board
of Directors, including a majority of the directors who
are not interested persons of the Company, as defined
in the 1940 Act. This Plan is qualified by and subject
to the then current prospectus for the applicable class
of each Fund, which contains additional information
about that class.
