Exhibit No. 2
IBF VI - Guaranteed Income Fund
Form SB-2, Amend. No. 1
File No. 333-71091
SELLING GROUP AGREEMENT
$50,000,000
CLASS A 10% INCOME PARTICIPATING NOTES
IBF VI - Participating Income Fund
_________________, 1999
Gentlemen:
We have agreed to act as the agent of IBF VI - Participating
Income Fund, a Delaware corporation (the "Company"), pursuant to
an Dealer-Manager Agreement between the Company and us (the
"Dealer-Manager"), which may be obtained from us on written
request, for the sale to the public of $50,000,000 in principal
amount of the Company's Class A 10% Income Participating Notes
("Notes"). The Notes and certain of the terms on which they are
being purchased and offered are more fully described in the
enclosed prospectus, subject to the following further terms:
1. We invite your participation as a member of the selling
group ("Selling Group Member") in offering to the public a part
of the Notes. As a Selling Group Member, you will be allowed,
subject to the sale of $500,000 of Notes in the public offering,
a concession on all Notes sold by you in the offering as set
forth on Exhibit A attached hereto. Subject to the sale of
$500,000 of Notes, payment of such concession will be made within
five business days after each closing contemplated by the Dealer-
Manager Agreement. The Notes will be offered to the public on a
"best efforts" basis, subject to the approval of certain legal
matters by us and subject to certain other terms and conditions.
We reserve the right to withdraw, cancel, or modify any offer.
2. You confirm that you are a Selling Group Member who is
actually engaged in the investment banking or securities business
and who is a member in good standing of the National Association
of Securities Dealers, Inc. (the "NASD"). In making sales, you
hereby agree to comply with the provisions of rule 15c2-8
promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the provisions of Article III
of the Rules of Fair Practice of the NASD, particularly the
interpretation of the Board of Governors of the NASD respecting
"free-riding" and "withholding" and sections 8, 24, 25, and 36
thereof.
3. All orders will be strictly subject to confirmation,
and we reserve the right in our uncontrolled discretion to reject
any order, in whole or in part, to accept or reject orders in the
order of their receipt or otherwise, and to allot. Neither you
nor any other person is authorized by the Company or us to give
any information or make any representations other than those
contained in the prospectus in connection with the sale of any of
the Notes. No Selling Group Member is authorized to act as agent
for us when offering the Notes to the public or otherwise.
4. You shall instruct all customers to make all checks
payable to the escrow agent as set forth below. Payment at the
initial offering price for Notes purchased by your customers
shall be made, with respect to payments by checks, by
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transmitting your customers' checks payable to "CSTTC, Escrow
Account," Continental Stock Transfer & Trust Company, 0 Xxxxxxxx,
Xxx Xxxx, XX 00000, or, with respect to cash payments or customer
account credit balances, by wire transfer to such account, all by
noon of the next business day following receipt in accordance
with the provisions of rules 15c2-4 and 15c3-1 promulgated by the
Commission pursuant to the Exchange Act. Certificates for the
Notes to be purchased by your customers shall be delivered
promptly against payment to the Company of the net proceeds of
sale after each closing contemplated by the Dealer-Manager
Agreement, subject to the sale of the minimum amount of Notes.
In addition, there shall be provided to the escrow agent and us,
with the proceeds from your customers, a written account of each
sale, which account shall set forth the name and address of the
purchasers, the amount of Notes purchased by each, the amount
paid therefor, and whether the amount paid was in the form of
cash or evidenced by a check. Furthermore, you will
simultaneously forward to the Company and us the form of purchase
agreement adopted by the Company for use in the offering.
5. This Agreement shall terminate contemporaneously with
the termination of the Dealer-Manager Agreement, unless earlier
terminated at any time by us by written or telegraphic notice to
you.
6. You agree to indemnify us and to hold us harmless, and
each person, if any, who controls us, within the meaning of
section 15 of the Securities Act, against any and all losses,
claims, damages, or liabilities to which we may become subject as
a result of your breach of this Agreement or of your failure to
perform any of the promises contained herein, and will also
reimburse us, or any controlling person thereof, for any legal or
other expenses reasonably incurred in connection with
investigating or defending such action or claim.
7. You are not authorized to give any information or to
make any statements other than those contained in the prospectus
or any amendments thereto.
8. 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 lack
of good faith and for obligations expressly assumed by us in this
Agreement. Nothing contained in this section is intended to
operate as, and the provisions of this section shall not in any
way whatsoever, constitute a waiver by you of compliance with any
provision of the Securities Act or Exchange Act, or of the rules
and regulations of the Commission issued thereunder.
9. On application to us, we shall inform you as to the
jurisdictions in which we believe the Notes have been qualified
for sale under, or are exempt from the requirements of, the
respective securities laws of such jurisdictions, but we assume
no responsibility or obligation as to your right to sell Notes in
any jurisdiction.
10. You confirm that you are familiar with rule 15c2-8
under the Exchange Act relating to the distribution of
preliminary and final prospectuses and confirm that you have
complied therewith and will comply therewith.
11. We hereby confirm that we will make available to you
such number of copies of the prospectus (as amended or
supplemented) as you may reasonably request for the purposes
contemplated by the Securities Act or the Exchange Act or the
rules and regulations of the Commission thereunder.
12. Any notice from us to you shall be deemed to have been
duly given if mailed or telegraphed to you at the address to
which this Agreement is mailed.
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Please confirm your agreement hereto by signing and
returning to us by fax and overnight courier at Xxxxxxx & Company
Securities, Inc., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, the enclosed duplicate of this Agreement. On receipt
thereof, this Agreement and such signed duplicate copy will
evidence the understanding between us.
Very truly yours,
Xxxxxxx & Company Securities, Inc.
By____________________________________
Duly Authorized Officer
Selling Group Member's Allocation: __________ Notes.
AGREED AND ACCEPTED as of the date first-above written.
Selling Group Member:
________________________________________
By____________________________________
Duly Authorized Officer
Address of Selling Group Member
_______________________________________
_______________________________________
_______________________________________
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Exhibit A
COMPENSATION TERMS
1. Concession. Selling Group Member will receive a concession
equal to _______% of the gross sale price of Notes offered and
sold by the Selling Group Member.
2. Additional Compensation. Selling Group Member is entitled
to the following additional compensation:
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