EXHIBIT H(ii)
NAIC GROWTH FUND, INC.
5,000,000 SHARES
COMMON STOCK
SELECTED DEALER AGREEMENT
Ladies and Gentlemen:
We (the "Underwriter") have agreed, subject to the terms and conditions
of the Underwriting Agreement dated ___________, 2002 (the "Underwriting
Agreement"), to offer on a "best efforts" basis up to 5,000,000 shares (the
"Maximum Amount") of common stock, par value $0.001 per share (the "Common
Shares"), in minimum purchases of $500 pursuant to a Prospectus and Statement of
Additional Information ("SAI"), as they may be amended or supplemented from time
to time. Additional copies of the Prospectus and SAI as then in effect will be
supplied to you in reasonable quantities upon request.
We are offering a portion of the Common Shares for sale by selected
dealers (the "Selected Dealers"), among whom we are pleased to include you, at
the offering price per share described in Section 3 of the Underwriting
Agreement. This offering is made subject to delivery of the Common Shares and
their acceptance by the Underwriter, to the approval of all legal matters by
counsel for the Underwriter, and to the terms and conditions set forth herein.
Any of the Common Shares placed by you are to be offered and sold only
pursuant to the requirements contained in the Prospectus and SAI and the
Subscription Agreement in the form included in the Prospectus. You agree to
forward the subscription for Common Shares, together with the check in payment
of the subscription price, to NAIC Growth Fund, Inc., c/o Growth Fund Advisor,
Inc., X.X. Xxx 000, Xxxxx Xxx, Xxxxxxxx 00000, by 12:00 noon of the day
following the date of receipt of such subscription. Checks in payment of the
subscription price shall be payable to the Escrow Agent, as defined in the
then-current Prospectus.
All subscriptions will be strictly subject to acceptance by the Fund
and approval by the Underwriter, and the Fund and the Underwriter reserve the
right in our uncontrolled discretion to reject any subscription in whole or in
part. For your services as a Selected Dealer, we will allow to you (out of the
commission payable to us by the Fund) an amount equal to 3.0% of the purchase
price of the Common Shares purchased by a subscriber through you. Such allowance
will be remitted to you by us within 15 days following our receipt of our
commission from the Fund pursuant to the Underwriting Agreement.
You will offer and sell the Common Shares only in accordance with the
Underwriting Agreement, this Agreement, the Prospectus and SAI. You will deliver
the then-current Prospectus and SAI to each purchaser prior to its execution of
the Subscription Agreement. You will not disseminate to potential purchasers any
written material for or in connection with the offering and sale of the Common
Shares (the "Offering") other than the Prospectus and SAI and any other material
approved in advance in writing by the Underwriter. You will not make, nor will
you authorize or direct anyone else to make, any statements in connection with
the Offering other than
the statements set forth in the Prospectus and SAI and any other statements
authorized in advance in writing by the Underwriter.
Your activities in connection with the Offering will comply in all
material respects with all applicable statutes, rules, regulations and other
laws of the United States (including the Securities Act of 1933 ("Securities
Act"), the Securities Exchange Act of 1934 ("Exchange Act") and rules and
regulations of the National Association of Securities Dealers ("NASD")), any
state and any foreign jurisdictions where offers to sell the Common Shares are
made. You will be subject to Section 6 of the Underwriting Agreement to the same
extent as the Underwriter with respect to your activities in connection with the
Offering.
You represent that you are (i) duly registered with the Securities and
Exchange Commission under the Exchange Act, (ii) a member in good standing of
the NASD, and (iii) a duly registered broker-dealer under the laws of any state
in which you make an offer or sale. You will maintain all such registrations at
all times during the term of this Agreement.
You will promptly notify the Underwriter if you receive any information
(i) concerning the issuance by any regulatory authority of any order, comment or
request for information concerning the Offering, (ii) concerning the institution
of any proceedings with respect to the Offering, or (iii) indicating that the
Prospectus or SAI or any other Offering materials should be amended or
supplemented to comply with applicable laws. You agree to promptly comply with
the requirements of Section 6 of the Underwriting Agreement in the event of any
claim or proceedings with respect to the Offering and will deliver to the
Underwriter a copy of all notices or other communications given pursuant to
Section 6.
You represent and warrant that this Selected Dealer Agreement has been
duly authorized, executed and delivered on behalf of you and constitutes a valid
and binding agreement of you, enforceable against you in accordance with its
terms, except that the enforceability of the obligations contained in this
Selected Dealer Agreement may be limited or affected by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally.
You represent and warrant that the execution, delivery and performance
of this Agreement do not and will not constitute a breach of or default under,
any instrument or agreement by which you are bound and do not or will not
violate any existing law, decree or order applicable to you.
We will inform you as to the advice we have received from counsel
concerning the jurisdictions in which the Common Shares have been qualified for
sale or are exempt under the respective securities or Blue Sky laws of such
jurisdictions, but we have not assumed and will not assume any obligation or
responsibility as to the right of any Selected Dealer to sell the Common Shares
in any jurisdiction.
We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the Offering. We shall be
under no liability to you except for obligations expressly assumed by us in this
Agreement. Nothing contained in this paragraph is intended to operate as, and
the provisions of this paragraph shall not in any way whatsoever constitute, a
waiver of compliance with any provision of the federal securities laws, or of
rules and regulations issued thereunder.
Nothing contained in this Agreement shall constitute any of the parties
to this Agreement an association, participants in a joint venture or partners
with any such party or, except as herein expressly provided, render any such
party liable for obligations of any other such party; nor shall this Agreement
be deemed to create a common account among any Selected Dealers or the
Underwriter, this Agreement and each other Selected Dealer Agreement
constituting in each case a separate arrangement between the Underwriter and the
other party to the Agreement. If, however, this Agreement or any other Selected
Dealer Agreement should, for federal income tax purposes, be viewed as creating
a partnership among the parties to this Agreement or any other Selected Dealer
Agreement, each such party elects to be excluded from the application of
Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986. The
Underwriter is authorized, in its discretion, to execute on behalf of the
Selected Dealer such evidence of such election as may be required by the
Internal Revenue Service.
Either party may terminate this Agreement at any time upon written
notice to the other party. However, such termination shall not affect the rights
or obligations of the parties for the period prior to such termination.
This Agreement shall be governed by the laws of the State of Iowa
without regard to conflict of law principles.
Very truly yours,
BROKER DEALER FINANCIAL SERVICES CORP.,
As Underwriter
By:
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Title:
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Accepted and agreed to this day of , 200 .
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FIRM NAME OF SELECTED DEALER
By:
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Title:
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