FINANCIAL ADVANTAGE BROKERAGE SERVICES, INC.
00 X Xxxx Xx.
XX Xxx 0000
Xxxxx, Xxxxx Xxxxxx 00000-1934
EXHIBIT DRAFT
SELECTED DEALER AGREEMENT
3,000,000 SHARES
ND Holdings, Inc.
No Par Common Stock
(Registration on Form S-1
File No. 333-11509)
To:
fax:
Dear Sirs: Dated , 1997
The Underwriter named in the prospectus mentioned below (the
"Underwriter") has agreed, subject to the terms and conditions of
the Underwriting Agreement (the "Underwriting Agreement"), to offer
on "Best Efforts" basis no par common stock of ND Holdings, Inc.
(the "Company"), at the price set forth on the cover of said
prospectus, an aggregate of 3,000,000 Shares (the "Shares"). The
Shares are more particularly described in the enclosed prospectus
(the "Prospectus"), additional copies of which will be supplied in
reasonable quantities upon request.
The Underwriters is offering a part of the Shares for best
efforts offer through selected dealers (the "Selected Dealers") as
agents for their customers, among whom they are pleased to include
you, at the public offering price, with a commission of 8% to the
Selling Broker Dealer as set forth in the Prospectus under
"Underwriting". This offering is made subject to delivery of the
Shares and their acceptance by the Underwriter, to the approval of
all legal matters by counsel, and to the terms and conditions
herein set forth.
We have advised you by facsimile of the method and terms of the
offering. Acceptances should be sent to Financial Advantage
Brokerage Services, Inc., 00 X Xxxx Xx., XX Xxx 0000, Xxxxx, Xxxxx
Xxxxxx 00000-0000, fax number (000) 000-0000. We reserve the right
to reject any acceptances in whole or in part. Checks shall be
made payable to "ND Holdings, Inc. Escrow Account-First Western
Bank and Trust".
Any of the Shares offered by you hereunder are to be offered by
you to the public at the public offering price, except as herein
otherwise provided and except that the reallowance from such public
offering price of not in excess of the amount set forth in the
Prospectus under "Underwriting" may be allowed to dealers who are
members in good standing of the National Association of Securities
Dealers, Inc. or foreign banks, dealers or institutions not
eligible for membership said Association who represent to you that
they will promptly offer such Shares to unrelated persons at the
public offering price and will abide by the conditions with respect
to foreign banks, dealers and institutions set forth in
confirmation below.
Shares purchased by your customers hereunder shall be paid for
by bank check payable in New York Clearing House funds to the
order of ND Holdings, Inc., Escrow Account-First Western Bank and
Trust at the offices of Financial Advantage Brokerage Services,
Inc., 00 X Xxxx Xx, XX Xxx 0000, Xxxxx, Xxxxx Xxxxxx 00000-1934, or
at such other place as instructed. Net proceeds and commissions
will be distributed from the escrow at regular intervals as
proceeds are received. Delivery to the purchaser of certificates
for Shares will be made as soon as is practicable thereafter.
The Underwriter has been advised by the Company that a
Registration Statement for the Shares, filed under the Securities
Act of 1933, has become effective. You agree that in selling
Shares pursuant hereto (which agreement shall also be for the
benefit of the Company) you will comply with the applicable
requirements of the Securities Act of 1933 and of the Securities
Exchange Act of 1934. No person is authorized by the Company or by
the Underwriter to give any information or make any representations
not contained in the Prospectus in connection with the sale of
Shares. You are not authorized to act as agent for the Company or
the Underwriters in offering Shares to the public or otherwise.
Nothing contained herein shall constitute the Selected Dealers
partners with the Underwriter or with one another.
Upon application to us, we will inform you as to the advice we
have received from the Company's counsel concerning the
jurisdictions in which 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 the right of any Selected Dealer to
sell Shares in any such jurisdiction.
As Underwriter, we shall have full authority to take such action
as we may deem advisable in respect of all matters pertaining to
the offering or arising thereunder. The Underwriter shall be under
no obligation to you except for obligations expressly assumed by us
in this Agreement.
You agree, upon our request, at any time or times prior to the
termination of this Agreement, to report to us the number of Shares
sold by you pursuant to the provisions hereof.
Selected Dealers will be governed by the condition herein set
forth under this Agreement, to report to us the number of Shares
sold by you pursuant to the provisions hereof until this agreement
is terminated.
Selected Dealers will be governed by the conditions herein set
forth until this Agreement is terminated. This Agreement will
terminate at the close of business on the 30th day after the date
hereof but, in our discretion, may be extended by us for such
further periods not exceeding 150 days and in our discretion,
whether or not extended, may be terminated at any earlier time.
Notwithstanding the termination of this Agreement, you shall remain
liable for your proportionate amount of any claim, demand or
liability which may be asserted against you alone, against you
together with other dealers selling Shares upon the terms hereof,
or against us, based upon the claim that the Selected Dealers, or
any of them, constitute an association, an unincorporated business
or other entity.
This Agreement shall be governed by and construed and enforced
in accordance with internal laws of the State of North Dakota, and
you consent and will submit to NASD Industry Arbitration to be
heard in the City of Minot with respect to any controversies
arising under this Agreement.
In the event that you agree to offer and sell Shares in
accordance with the terms hereof, kindly confirm such agreement by
completing and signing the form provided for the purpose herewith
and returning it to us promptly, even though you may have
previously advised us of your acceptance by telephone or facsimile.
All communications from you should be addressed to Xxxxxxx
Xxxxx, Financial Advantage Brokerage Services, Inc., 00 X Xxxx Xx,
XX Xxx 0000, Xxxxx, Xxxxx Xxxxxx 00000-0000, phone number (701)
000-0000, fax number (000) 000-0000. Any notice from us to you
shall be deemed to have been fully authorized by the Underwriter
and to have been duly given if mailed or faxed to you at the
address and or facsimile number to which this letter is delivered.
Very truly yours,
Financial Advantage Brokerage Services, Inc.
BY:
Xxxxxxx Xxxxx, President
SELECTED DEALER - ACCEPTANCE OF ALLOTMENT
Date:
To: Xxxxxxx Xxxxx
Financial Advantage Brokerage Services, Inc.
00 X Xxxx Xx
XX Xxx 0000
Xxxxx, XX 00000-1934
fax: (000) 000-0000
Dear Sirs:
We hereby confirm our agreement to offer to the public
Shares (on a best efforts basis) of ND Holdings, Inc., no par
common stock allotted to us subject to the terms and conditions of
the foregoing Agreement and your fax to us referred to therein. We
hereby acknowledge receipt of the Prospectus relating to the
Shares, and we confirm that we have relied upon no statements
whatsoever, written or oral, other than the statements in such
Prospectus. We have made a record of our distribution of
preliminary prospectuses and, when furnished with copies of any
revised preliminary prospectus, we have upon your request, promptly
thereafter distributed preliminary prospectus'. We hereby
represent that we are a member in good standing of the National
Association of Securities Dealers, Inc. and agree to comply with
the Rules of Fair Practice of said Association, and in particular,
Sections 8, 24, 25 and 36 of Article III thereof, or, if we are not
such a member, we are a foreign bank, dealer or institution not
eligible for membership in said Association and agree to make no
sales within the United States, its territories or possessions or
to persons who are citizens thereof or residents therein, and in
making any sales to comply with said Association's Rules and
Interpretations to the extent applicable to us.
Dated as of the date first above written.
Name of Selected Dealer
By:______________________
(Authorized Signature)
Address:
Phone Number:
Facsimile Number:
