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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950124-02-002971.txt : 20020917
<SEC-HEADER>0000950124-02-002971.hdr.sgml : 20020917
<ACCEPTANCE-DATETIME>20020917164953
ACCESSION NUMBER:		0000950124-02-002971
CONFORMED SUBMISSION TYPE:	N-2
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20020917

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NAIC GROWTH FUND INC
		CENTRAL INDEX KEY:			0000850027
		IRS NUMBER:				311274796
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-2
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-99689
		FILM NUMBER:		02766185

	BUSINESS ADDRESS:	
		STREET 1:		711 WEST THIRTEEN MILE RD
		CITY:			MADISON HEIGHTS
		STATE:			MI
		ZIP:			48071
		BUSINESS PHONE:		8105836242

	MAIL ADDRESS:	
		STREET 1:		711 WEST THIRTEEN MILE RD
		CITY:			MADISON HEIGHTS
		STATE:			MI
		ZIP:			48071

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BETTER INVESTING FUND INC
		DATE OF NAME CHANGE:	19890716

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NAIC GROWTH FUND INC
		CENTRAL INDEX KEY:			0000850027
		IRS NUMBER:				311274796
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-2
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05807
		FILM NUMBER:		02766186

	BUSINESS ADDRESS:	
		STREET 1:		711 WEST THIRTEEN MILE RD
		CITY:			MADISON HEIGHTS
		STATE:			MI
		ZIP:			48071
		BUSINESS PHONE:		8105836242

	MAIL ADDRESS:	
		STREET 1:		711 WEST THIRTEEN MILE RD
		CITY:			MADISON HEIGHTS
		STATE:			MI
		ZIP:			48071

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BETTER INVESTING FUND INC
		DATE OF NAME CHANGE:	19890716
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-2
<SEQUENCE>1
<FILENAME>k71799nv2.txt
<DESCRIPTION>REGISTRATION STATEMENT ON FORM N-2
<TEXT>
<PAGE>
   As filed with the Securities and Exchange Commission on September 17, 2002
                                  Securities Act Registration No. 33- __________
                                  Investment Company Act File No. 811-05807

- --------------------------------------------------------------------------------

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-2
                        (Check appropriate box or boxes)

[X]        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ]        Pre-Effective Amendment No. ___
[ ]        Post-Effective Amendment No. ___

                                     and/or

[X]        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]        Amendment No. 9

                             NAIC GROWTH FUND, INC.
- --------------------------------------------------------------------------------
Exact Name of Registrant as Specified in Charter

          711 West Thirteen Mile Road, Madison Heights, Michigan 48071
- --------------------------------------------------------------------------------
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)

                                 (248) 583-6242
- --------------------------------------------------------------------------------
Registrant's Telephone Number, including Area Code

                    Kenneth S. Janke, NAIC Growth Fund, Inc.
          711 West Thirteen Mile Road, Madison Heights, Michigan 48071
- --------------------------------------------------------------------------------
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service

                                 With Copies to:

         Barbara A. Bowman, Esq.                     Steven J. Dickinson, Esq.
         Bodman, Longley & Dahling LLP               Dorsey & Whitney LLP
         34th Floor, 100 Renaissance Center          801 Grand, Suite 3900
         Detroit, Michigan 48243                     Des Moines, Iowa 50309

   As soon as practicable after this registration statement becomes effective.
- --------------------------------------------------------------------------------
                  Approximate Date of Proposed Public Offering

If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend reinvestment plan, check
the following box. [X]

It is proposed that this filing will become effective (check appropriate box)
        [ ] when declared effective pursuant to section 8(c)

If appropriate, check the following box:
        [ ] this post-effective amendment designates a new effective date for a
        previously filed post-effective amendment.


        [ ] this form is filed to register additional securities for an offering
        pursuant to Rule 462(b) under the

<PAGE>

        Securities Act and the Securities Act registration statement number of
        the earlier effective registration statement for the same offering
        is-___.

        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
                                                      Proposed               Proposed
                                                       Maximum                Maximum
  Title of Securities        Amount Being        Offering Price Per          Aggregate              Amount of
   Being Registered           Registered                Unit              Offering Price        Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                      <C>                   <C>
Common stock                   5,000,000               $9.98(1)           $49,900,000 (1)          $4,591 (1)
 par value $0.001
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(d) under the Securities Act of 1933, as amended, and
based on the net asset value per share of $ 9.98 on September 5, 2002.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.




<PAGE>
                              CROSS-REFERENCE SHEET

<TABLE>
<CAPTION>
   PART A ITEM
     NUMBER                              CAPTION                                         PROSPECTUS CAPTION
     ------                              -------                                         ------------------
<S>                <C>                                                   <C>
        1          Outside Front Cover                                   Outside Front Cover

        2          Inside Front and Outside Back Cover Page              Outside Front Cover

        3          Fee Table and Synopsis                                Fee Table; Prospectus Summary

        4          Financial Highlights                                  Financial Highlights

        5          Plan of Distribution                                  Underwriting; How to Invest

        6          Selling Shareholders                                  Not Applicable

        7          Use of Proceeds                                       Use of Proceeds

        8          General Description of the Registrant                 Risk Factors; The Fund; Investment Objective and
                                                                         Policies; Determination of Net Asset Value; Reports to
                                                                         Shareholders

        9          Management                                            The Fund; The Investment Adviser; Risk Factors

       10          Capital Stock, Long-Term Debt and Other Securities    Description of Shares; Taxation; Distribution Policy;
                                                                         Dividend Reinvestment and Cash Purchase Plan

       11          Defaults and Arrears on Senior Securities             Not Applicable

       12          Legal Proceedings                                     The Fund

       13          Table of Contents of the Statement of Additional      Statement of Additional Information
                   Information
<CAPTION>
   PART B ITEM                                                                          STATEMENT OF ADDITIONAL
     NUMBER                              CAPTION                                          INFORMATION CAPTION
     ------                              -------                                          -------------------
<S>                <C>                                                   <C>
       14          Cover Page                                            Cover Page

       15          Table of Contents                                     Table of Contents

       16          General Information and History                       The Fund

       17          Investment Objective and Policies                     Investment Guidelines

       18          Management                                            Directors, Officers and Principal Shareholders

       19          Control Persons and Principal Holders of Securities   Directors, Officers and Principal Shareholders

       20          Investment Advisory and Other Services                Investment Adviser and Investment Advisory Agreement;
                                                                         Custodian, Transfer Agent and Dividend Disbursing Agent

       21          Brokerage Allocation and Other Practices              Portfolio Transactions and Brokerage

       22          Tax Status                                            Taxation

       23          Financial Statements                                  Financial Statements
</TABLE>


<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                SUBJECT TO COMPLETION, DATED SEPTEMBER 17, 2002

                               Part A - PROSPECTUS

                                   PROSPECTUS

                             NAIC GROWTH FUND, INC.
                          5,000,000 SHARES COMMON STOCK
                           PAR VALUE $0.001 PER SHARE

         NAIC Growth Fund, Inc. is a diversified, closed-end management
investment company. The Fund's investment objective is long-term growth. The
Fund utilizes the concept of "total return" for selecting investments. "Total
return" means the total of all income derived from, and the capital appreciation
value of, a particular investment. The Fund seeks to achieve its investment
objective by investing in a diversified portfolio of equity securities. The
Fund's investments are selected by the Fund's investment adviser, Growth Fund
Advisor, Inc., an indirect subsidiary of the National Association of Investment
Clubs Trust.

         The address of the Fund is 711 West Thirteen Mile Road, Madison
Heights, Michigan 48071, and its telephone number is (877) 275-6242.

         This prospectus relates to 5,000,000 shares of the Fund's common stock,
par value $0.001, which are being offered on a "best efforts" basis by Broker
Dealer Financial Services Corp. and, in BDFSC's sole discretion, by other
broker-dealers that enter into selected dealer agreements with BDFSC. See
"Underwriting." The Fund will sell shares each week to investors at a price
equal to the Fund's current net asset value per share, which will fluctuate
during this continuous offering and generally will be determined as of the close
of business each Thursday. Subscription payments will be released from escrow by
the Fund weekly in this manner upon acceptance of subscriptions and
determination of the Fund's current net asset value. Subscriptions are
irrevocable by the investor once received by the Fund. The Fund will pay BDFSC
sales commissions for any shares sold pursuant to this prospectus, as follows:

         -        3.5% of the gross sales price per share sold before any
                  broker-dealer enters into a selected dealer agreement with
                  BDFSC; and
         -        5% of the gross sales price per share sold after any
                  broker-dealer enters into a selected dealer agreement with
                  BDFSC.

All offering expenses and sales commissions will be paid directly by the Fund.
The minimum investment in this offering by any investor is $500. There is no
minimum number of shares that must be sold in the offering. The offering will
continue until all of the shares are sold or until either the Fund or BDFSC
terminate the offering on 30 days' notice to the other party.

         The Fund's common stock is listed on the Chicago Stock Exchange under
the market symbol "GRF."

         AN INVESTMENT IN THE FUND INVOLVES RISKS. YOU SHOULD CONSIDER THE
INFORMATION UNDER "RISK FACTORS" BEGINNING ON PAGE __ BEFORE DECIDING WHETHER TO
PURCHASE THE SHARES.

         THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         This prospectus sets forth important information about the Fund that
you ought to know before making a further investment. Please read this
prospectus carefully and retain it for future reference. A Statement of
Additional Information containing additional information about the Fund has been
filed with the Securities and Exchange Commission. The Statement of Additional
Information is dated_________ _, 2002 and is incorporated by reference in this
prospectus. You may obtain a copy of the Statement of Additional Information
without charge on written or oral request to NAIC Growth Fund, Inc., 711 West
Thirteen Mile Road, Madison Heights, Michigan 48071, attention Statement of
Additional Information, telephone (877) 275-6242, extension 331, or from the
SEC's website at www.sec.gov. The table of contents of the Statement of
Additional Information appears on page __ of this prospectus.


                                  [BDFSC LOGO]

                         The date of this prospectus is:
                            __________________ , 2002



<PAGE>

WE HAVE NOT AUTHORIZED ANY DEALER, SALESMAN OR OTHER PERSON TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS. YOU MUST NOT RELY UPON ANY INFORMATION OR REPRESENTATION NOT
CONTAINED IN THIS PROSPECTUS AS IF WE HAD AUTHORIZED IT. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITY OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES, NOR DOES IT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION IN SUCH JURISDICTION. THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS ACCURATE AS OF THE DATE ON ITS COVER.

                               TABLE OF CONTENTS

                                      PAGE

<TABLE>
<S><C>
  Fund Expenses...................................................................................................................

  Financial Highlights............................................................................................................

  Prospectus Summary..............................................................................................................

  Risk Factors....................................................................................................................

  Forward-Looking Statements......................................................................................................

  The Fund........................................................................................................................

  Investment Objective and Policies...............................................................................................

  The Investment Adviser..........................................................................................................

  Use of Proceeds.................................................................................................................

  Distribution Policy.............................................................................................................

  Dividend Reinvestment and Cash Purchase Plan....................................................................................

  Taxation........................................................................................................................

  Description of Shares...........................................................................................................

  Determination of Net Asset Value................................................................................................

  The Offering....................................................................................................................

  How to Invest...................................................................................................................

  Underwriting....................................................................................................................

  Legal Matters...................................................................................................................

  Reports to Shareholders.........................................................................................................

  Independent Public Accountants..................................................................................................

  Financial Statements............................................................................................................

  Statement of Additional Information.............................................................................................

  Further Information.............................................................................................................
</TABLE>



Exhibit 1 - Form of Subscription Agreement


                                       i
<PAGE>
                                  FUND EXPENSES

         The following table illustrates all expenses and fees that you will
incur as a shareholder of the Fund.

SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<S>                                                                                    <C>
          Sales Load (as a percentage of offering price)(1) .........................   None
          Dividend Reinvestment and Cash Purchase Plan Fees (2) .....................   0.0%
</TABLE>

ANNUAL EXPENSES (AS A PERCENTAGE OF NET ASSETS ATTRIBUTABLE TO COMMON SHARES)
<TABLE>
<S>                                                                                    <C>
          Management Fees............................................................   0.75%
          Other Expenses (1)(3)......................................................   0.82%
          Total Annual Expenses......................................................   1.57%
</TABLE>

         (1) All offering expenses, including sales commissions, will be paid
         directly by the Fund during the continuous offering. You will pay no
         direct sales charge on any purchases of shares. The Fund will pay BDFSC
         commissions at a rate of 3.5% of the gross sales price per share sold
         until BDFSC uses any soliciting dealers. If BDFSC uses any selected
         dealer, then the commission rate will increase to 5% of the gross sales
         price per share for the duration of the offering.

         (2) You will pay no special fees or charges if you choose to
         participate in the Dividend Reinvestment and Cash Purchase Plan other
         than reasonable transaction fees and a termination fee of $15 plus
         10 cents per share. For purposes of this table, brokerage commissions
         are not included as Dividend Reinvestment and Cash Purchase Plan fees.

         (3) "Other Expenses" are based on estimated amounts for the current
         fiscal year. Historical amounts do not include sales commissions to be
         paid by the Fund, as described in note (1).

The purpose of the foregoing table is to assist you in understanding the various
costs and expenses associated with investing in the Fund. For a more complete
description of the Dividend Reinvestment and Cash Purchase Plan fees and the
management fees, see "Dividend Reinvestment and Cash Purchase Plan" and "The
Investment Adviser," respectively.

<TABLE>
<CAPTION>
                      Example                           1 Year           3 Years         5 Years        10 Years
- ------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>             <C>            <C>
  You would pay the following expenses on a
  $1,000 investment, assuming a 5% return:                $16              $51             $88            $192
</TABLE>

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES OR
PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Federal
securities regulations require the example to assume an annual return of 5%, but
the Fund's actual return may be more or less than 5%; the assumed 5% annual
return is not a prediction of, and does not represent, the projected or actual
performance of the Fund's shares. For purposes of this example, it has been
assumed that the rates listed above under "Annual Expenses" remain the same each
year, and that all dividends have been reinvested and all distributions have
been made at net asset value.



                                       1
<PAGE>
                             FINANCIAL HIGHLIGHTS(A)

         The financial highlights present a per share analysis of how the Fund's
net asset value has changed during the periods presented. You should read this
information in conjunction with the Fund's audited financial statements and
notes incorporated by reference in this Prospectus and the Statement of
Additional Information. The financial highlights for each of the ten years ended
December 31 were derived from the Fund's audited financial statements that have
been audited by Arthur Andersen LLP, independent certified public accountants.
Plante & Moran, LLP replaced Arthur Andersen LLP as the Fund's independent
certified public accountants effective May 9, 2002.
<TABLE>
<CAPTION>
                                      Year Ended December 31,
                     -------------------------------------------------------
                             Six
                          Months
                           Ended      2001       2000       1999       1998
                        June 30,
                            2002
                     (unaudited)
- ----------------------------------------------------------------------------
<S>                  <C>          <C>        <C>        <C>        <C>
NET ASSET VALUE
AT BEGINNING OF
PERIOD                 $   11.08  $   11.96  $   11.22  $   10.86  $    9.56
- ----------------------------------------------------------------------------

NET INVESTMENT
INCOME                       .01        .04        .09        .08        .12


NET REALIZED
AND UNREALIZED
GAIN ON
INVESTMENTS                  .39      (.25)       2.18        .76       1.68

- ----------------------------------------------------------------------------

TOTAL FROM
INVESTMENT
OPERATIONS                   .38      (.21)       2.27        .84       1.80


DISTRIBUTIONS
FROM:
  NET
INVESTMENT
  INCOME                      --      (.04)      (.09)      (.09)      (.11)
  REALIZED GAINS              --      (.64)     (1.44)      (.39)      (.39)

- ----------------------------------------------------------------------------

  TOTAL
DISTRIBUTIONS                 --      (.67)     (1.53)      (.48)      (.50)

NET ASSET VALUE
AT END OF
PERIOD                 $   10.70  $   11.08  $   11.96  $   11.22  $   10.86

- ----------------------------------------------------------------------------



<CAPTION>
                                            Year Ended December 31,
                           ------------------------------------------------------------


                           1997     1996        1995         1994       1993       1992



- ----------------------------------------------------------------------------------------
<S>                    <C>        <C>       <C>          <C>        <C>        <C>
NET ASSET VALUE
AT BEGINNING OF
PERIOD                 $    7.89  $  6.61   $      5.00      $4.89      $4.71      $4.37
- ----------------------------------------------------------------------------------------

NET INVESTMENT
INCOME                       .09      .09           .07        .04        .03        .05


NET REALIZED
AND UNREALIZED
GAIN ON
INVESTMENTS                 1.99     1.52          1.66        .11        .18        .37

- ----------------------------------------------------------------------------------------

TOTAL FROM
INVESTMENT
OPERATIONS                  2.08     1.61          1.73        .15        .21        .42


DISTRIBUTIONS
FROM:
  NET
INVESTMENT
  INCOME                   (.09)    (.09)         (.07)      (.04)      (.02)      (.04)
  REALIZED GAINS           (.32)    (.24)         (.05)          0      (.01)      (.04)

- ----------------------------------------------------------------------------------------

  TOTAL
DISTRIBUTIONS              (.41)    (.33)         (.12)      (.04)      (.03)      (.08)

NET ASSET VALUE
AT END OF
PERIOD                 $    9.56  $  7.89   $      6.61      $5.00      $4.89      $4.71

- ----------------------------------------------------------------------------------------
</TABLE>



                                       2
<PAGE>
<TABLE>
<S>                  <C>          <C>        <C>        <C>        <C>
PER SHARE
MARKET VALUE,
END OF PERIOD
        ASK            $   11.05      10.75  $   11.00  $   10.25  $   10.75

        BID            $   10.55      10.25  $   10.50  $   10.00  $   10.25

TOTAL
INVESTMENT
RETURN:

BASED ON
MARKET VALUE
  1 YEAR                   5.94%      3.70%     30.90%      2.85%   (25.42%)
  FROM
  INCEPTION               11.42%     11.66%     12.57%     10.28%     11.30%

BASED ON NET
ASSET VALUE
  1 YEAR                 (6.74%)    (1.59%)     27.27%      7.75%     18.84%
  FROM INCEPTION          11.55%     12.42%     13.81%     13.15%     13.79%

NET ASSETS, END OF
PERIOD (000's)         $24,047.6  $23,902.2  $23,927.8  $22,351.7  $20,701.2

<Caption>

<S>                    <C>        <C>       <C>          <C>        <C>        <C>
PER SHARE
MARKET VALUE,
END OF PERIOD
        ASK            $   15.25  $  9.75   $      7.13      $4.75      $5.63      $6.00

        BID            $   14.50  $  9.44   $      6.88      $4.69      $4.75      $4.75

TOTAL
INVESTMENT
RETURN:

BASED ON
MARKET VALUE
  1 YEAR                  58.50%   42.94%        49.70%    (0.54%)      0.83%      1.72%
  FROM
  INCEPTION               17.84%   12.59%         7.85%      0.27%      0.50%      0.37%

BASED ON NET
ASSET VALUE
  1 YEAR                  26.43%   24.46%        34.60%      3.12%      4.65%      9.51%
  FROM INCEPTION          13.69%   11.92%         9.78%      4.92%      5.45%      5.77%

NET ASSETS, END OF
PERIOD (000's)         $17,335.3  $13,487   $10,989,115  8,316,552  8,081,804  7,432,322
</TABLE>

(A) All per share data for 2000, 1999, 1998, and 1997 has been restated to
reflect the effect of a 15% stock dividend which was declared on August 18, 2000
and paid on September 29, 2000 to shareholders of record on September 18, 2000,
and a 100% stock dividend which was declared on August 22, 1997 and paid October
1, 1997 to shareholders of record on September 12, 1997.

<TABLE>
<CAPTION>
                                                           Year Ended December 31,
                                                ---------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
                       Six
                      Months
                      Ended
                     June 30,    2001     2000      1999     1998     1997     1996     1995      1994     1993     1992
                      2002
                   (unaudited)
- -------------------------------------------------------------------------------------------------------------------------
<S>               <C>          <C>       <C>       <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>
RATIOS TO
AVERAGE NET
ASSETS:

RATIO OF              1.47%      1.57%    1.25%     1.00%    0.83%    0.96%    0.96%     1.19%    1.81%    2.00%    2.00%
EXPENSES TO
AVERAGE NET
ASSETS (B)

RATIO OF NET           .16%      0.32%    0.74%     0.70%    1.13%    0.96%    1.10%     1.16%    0.77%    0.63%    0.92%
INVESTMENT
INCOME
 TO AVERAGE NET
ASSETS (B)

PORTFOLIO            11.79%      1.77%   10.61%     4.20%    5.87%    6.31%    5.93%     6.90%    6.56%    0.62%    3.50%
TURNOVER RATE

AVERAGE              $0.125    $0.125    $0.125    $0.125   $0.125   $0.125   $0.125    $0.125   $0.125   $0.125   $0.125
COMMISSION RATE
PAID PER SHARE

- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


(B) For the years ended 2000, 1999, 1998, 1997, 1996, 1995, and 1994, the
Investment Adviser voluntarily waived all or a portion of its fees. Had the
Investment Adviser not done so in 2000, 1999, 1998, 1997, 1996, 1995, and 1994
the ratio of expenses to average net assets would have been 1.44%, 1.37%, 1.39%,
1.69%, 1.68%, 1.94%, and 2.00% and the ratio of net investment income to average
net assets would have been 0.55%, 0.32%, 0.57%, 0.23%, 0.38%, 0.41%, and 0.58%
for each of these years.


                                       3
<PAGE>
                               PROSPECTUS SUMMARY

         The following is a summary and does not contain all the information
that may be important to you. You should read the entire prospectus before
deciding to invest.

The Fund and Its
Investment Objective...... The Fund is a diversified closed-end management
                           investment company. Its shares are traded on the
                           Chicago Stock Exchange under the symbol "GRF." The
                           Fund's investment objective is long-term growth. The
                           Fund utilizes the concept of "total return" for
                           selecting investments. "Total return" means the total
                           of all income derived from, and the capital
                           appreciation in value of, a particular investment.
                           The Fund's investment adviser is Growth Fund Advisor,
                           Inc. ("Investment Adviser"), an indirect subsidiary
                           of the National Association of Investment Clubs
                           Trust. The Investment Adviser follows the following
                           four investment principles developed by National
                           Association of Investors Corporation ("NAIC"), which
                           was the Fund's original adviser and is an affiliate
                           of the Investment Adviser:


                                    -        Invest regularly
                                    -        Reinvest earnings
                                    -        Invest in "growth"
                                    -        Diversify

                           The Fund seeks to achieve its investment objective
                           primarily through investment in a portfolio of equity
                           securities that is diversified, both by industry and
                           company size. The Fund typically invests in
                           securities of "growth companies" that have
                           price/earnings and debt/equity ratios that are equal
                           to or lower than the average of companies in the same
                           industry. Other important factors the Investment
                           Adviser considers are the price of the stock in
                           relation to the underlying assets of the company and
                           the growth potential of the company. The Fund seeks
                           to achieve long-term growth in value, with little
                           regard to short-term market fluctuations. In
                           addition, the Fund invests in companies that the
                           Investment Adviser determines possess "special
                           situation" characteristics. In general, a company
                           possesses "special situation" characteristics if its
                           securities are expected to appreciate solely by
                           reason of a development particularly or uniquely
                           applicable to that company. There can be no assurance
                           that the Fund can continue to meet its investment
                           objectives.

The Offering.............. The Fund's authorized capital stock consists of
                           50,000,000 shares of common stock, $0.001 par value.
                           As of June 30, 2002, the Fund had 2,247,006 shares of
                           common stock outstanding. The Fund is offering
                           5,000,000 shares of its common stock to investors on
                           a continuous "best efforts" basis through Broker
                           Dealer Financial Services Corp. ("BDFSC") and, in
                           BDFSC's sole discretion, by other selected
                           broker-dealers. See "Underwriting." The Fund will
                           sell shares each week to investors at a price equal
                           to the Fund's current net asset value per share,
                           which generally will be determined as of the close of
                           business each Thursday. Subscription payments will be
                           deposited into an escrow account and used by the Fund
                           each week to purchase shares upon acceptance of
                           subscriptions, determination of the Fund's net asset
                           value and receipt of collected funds for the
                           subscription. Subscriptions are irrevocable by the
                           subscriber once received by the Fund. The Fund's net
                           asset value per share as of September 5, 2002, was
                           $9.98. The minimum investment by an investor in the
                           this offering is $500. There is no minimum number of
                           shares that must be sold in the offering. All costs
                           of the offering, including sales commissions to
                           BDFSC, will be paid directly by the Fund. Unless
                           otherwise directed by the investor, shares purchased
                           by each investor will be held by the Fund's transfer
                           agent in noncertificated form in the name of the
                           investor.

Investment Adviser........ The Investment Adviser is a Michigan corporation. Its
                           parent organization, National Association of
                           Investment Clubs Trust, has been engaged in providing
                           investment education and advisory services since
                           1951. The Fund's initial investment adviser was NAIC.
                           As part of a corporate reorganization, the Trust
                           formed the Investment Adviser, which succeeded NAIC
                           as investment adviser to the Fund in October 1999.

Advisory Fee.............. Under the Advisory Agreement, the Fund pays the
                           Investment Adviser an annual fee equal to 0.75% of
                           the Fund's average weekly net asset value. The
                           Investment Adviser, and its predecessor NAIC, waived
                           the entire fee from the Fund's inception in 1990
                           through 1997. The Investment Adviser collected 25% of
                           the fee in 1998, 50% of the fee in 1999, and 75% of
                           the fee in 2000. The Investment Adviser did not waive
                           any of its fee during 2001 and has advised the Fund
                           it does not intend to waive any fees in the future.

Risk Factors.............. An investment in the Fund involves certain risks,
                           including:




                                       4
<PAGE>
                           -        investing for long-term appreciation with
                                    little regard to short-term market
                                    fluctuations.
                           -        investing in "growth companies" that may be
                                    more subject to business operating risks,
                                    economic conditions or market trends and
                                    volatility than other companies.
                           -        investing in "special situation" companies
                                    that are expected to appreciate in value due
                                    to developments (e.g., a possible takeover,
                                    new product, etc.) uniquely applicable to
                                    that company.
                           -        reliance on key personnel of the Investment
                                    Adviser.
                           -        characteristics of closed-end investment
                                    companies, like the Fund, such as the shares
                                    trading at a discount to the Fund's net
                                    asset value and fluctuations in the market
                                    price of the Fund's shares.

Distribution Policy....... The Fund distributes to shareholders at least
                           annually substantially all net long-term and
                           short-term capital gains, dividends and other income
                           of the Fund, after payment of Fund expenses.

Dividend Reinvestment
and Cash Purchase
Plan...................... You may elect to have all dividends and distributions
                           which accrue to you as a shareholder in the Fund
                           automatically reinvested pursuant to the Fund's
                           Dividend Reinvestment and Cash Purchase Plan.
                           Depending upon market price per share compared to the
                           then current net asset value per share of the Fund,
                           the Plan Agent will either (a) receive shares from
                           the Fund or (b) purchase shares on the open market on
                           behalf of the participants in the Plan. If you elect
                           to participate in the Dividend Reinvestment and Cash
                           Purchase Plan, you may also elect to make additional
                           cash payments for investment by the Plan Agent in
                           additional Fund shares.

                                  RISK FACTORS

         The following summarizes certain risks that you should consider before
deciding whether to invest in the Fund.

General Considerations

         You should understand that all investments have risks. Therefore, the
Fund cannot guarantee you will not realize losses from investing in the Fund. In
addition, the Fund cannot give you any assurance that the Fund's investment
policy will be successful or that the Fund will attain its investment
objectives. The Fund is not intended to serve as a complete investment program
for an investor.

Long-Term Perspective

         The Fund emphasizes investing in equity securities for long-term
capital appreciation as measured by "total return," with little regard to
short-term market fluctuations. The Fund is intended for investors who
understand and are willing to accept the risks of seeking long-term
appreciation.

Investment in Growth Companies

         A portion of the companies in which the Fund invests are "growth
companies." A "growth company" is a company that has exhibited
faster-than-average gains in earnings over the last few years and is expected to
continue to show high levels of profitable growth. The stocks of growth
companies may, over the long term, appreciate at a faster rate than other
stocks, but may also involve more risk. For example, growth companies may have
limited product lines, markets or financial resources and may lack management
depth. In addition, stocks of such companies may have limited marketability and
may be subject to more abrupt or erratic market movement than securities of
larger, more established companies or than overall market averages in general.

Investment in Special Situation Companies

         The Fund may also invest in companies that are determined by the
Investment Adviser to possess "special situation" characteristics. In general,
shares of special situation companies are expected to appreciate in value solely
by reason of developments uniquely applicable to that company, such as possible
takeovers, new product announcements, etc. If the anticipated development does
not occur, shares of special situation companies may not appreciate in value or
may decrease in value.

Reliance on Key Personnel

         Kenneth S. Janke, Sr. is primarily responsible for the investment
decisions made by the Investment Adviser on behalf of the Fund. Mr. Janke was
also responsible, together with Thomas E. O'Hara, for the investment decisions
made on behalf of the Fund by the Investment Adviser's predecessor, NAIC.
Accordingly, Mr. Janke has been responsible in whole or in part for the
investment decisions made on behalf of the Fund since the Fund's inception. Mr.
Janke is a Director and Chairman and Chief Executive Officer

                                       5
<PAGE>

of the Adviser. Mr. Janke's principal occupation during the past five years has
been President (to February, 2002), Chairman and Chief Executive Officer (from
February, 2002 to July, 2002), and Chairman (from July, 2002) of NAIC. There can
be no assurance that a replacement can be found for Mr. Janke in the event he
severs his employment relationship with the Investment Adviser or is unable to
fulfill his role due to death or disability. There is no written employment
contract between Mr. Janke and the Investment Adviser. Mr. Janke is 67 years
old.

Offering Price

         The shares will be sold in the offering at a price equal to the Fund's
net asset value per share as of the applicable determination date (usually, the
close of business on the Thursday immediately prior to the sale in the
offering). Because the market value of the shares is likely to be different than
the net asset value per share at any given time, the purchase price of shares in
the offering may be more or less than the prevailing market price of the shares
at the time of the sale. Because shares of closed-end funds frequently trade at
market prices less than the net asset value per share, it is likely that the
offering price per share will be greater than the market price per share at any
given time.

Investment Company Shares

         As with any security, shares of the Fund may increase or decrease in
value from time to time, and these changes may or may not be related to changes
in the value of the securities held by the Fund (as reflected in its net asset
value). In addition, shares of closed-end investment companies like the Fund
frequently trade at a discount from net asset value. The possibility that shares
of the Fund will trade at a discount to net asset value is a risk which is
separate from the risk that the Fund's net asset value will decrease. The Fund
cannot predict whether its shares will trade in the future at a premium to or a
discount from net asset value or the level of any premium or discount.

Secondary Market for Fund's Shares

         The issuance of shares in the offering may have an adverse effect on
the secondary market for the Fund's shares. The increase in outstanding shares
resulting from the offering may put downward pressure on the market price for
the shares of the Fund. The Fund also issues shares through its Dividend
Reinvestment and Cash Purchase Plan. See "Dividend Reinvestment and Cash
Purchase Plan." Shares may be issued under the Dividend Reinvestment and Cash
Purchase Plan at a discount to the market price for the shares, which may also
put downward pressure on the market price for shares of the Fund.

Repurchase of Shares by the Fund

         You will not have the right to have the Fund redeem your shares.
However, the Fund is authorized to repurchase shares when they are trading at a
discount of 10% or more below net asset value. If the Fund decides to repurchase
shares, it is permitted to borrow money to finance these repurchases. Any such
borrowing will exaggerate the effect of an increase or decrease in the value of
portfolio securities on the Fund's net asset value. In addition, the Fund will
be required to pay interest and other costs (such as commitment fees or the cost
of maintaining minimum average balances) with respect to the borrowed funds, and
these expenses may exceed the benefit to the Fund from repurchasing its shares.

Anti-Takeover Provisions

         Certain provisions of the Fund's Articles of Incorporation and By-laws
are designed to prevent a takeover of the Fund. These provisions may have the
effect of depriving shareholders of an opportunity to sell their shares at a
premium. See "Description of Shares."

Regulated Investment Company

         The Fund has conducted and intends to continue to conduct its
operations so that it qualifies as a "regulated investment company" for purposes
of the Internal Revenue Code of 1986, as amended (the "Code"). This relieves the
Fund of any liability for federal income tax to the extent that its earnings are
distributed to its shareholders. If the Fund fails at any time to qualify as a
"regulated investment company," the income of the Fund for that fiscal year will
be taxed. This would result in a decrease in income for distribution to
shareholders of the Fund and a reduction in the net asset value of the Fund.


                           FORWARD-LOOKING STATEMENTS

         This prospectus includes certain statements that may be deemed to be
"forward-looking statements." All statements, other than statements of
historical facts, included in this prospectus that address activities, events or
developments that the Fund or the


                                       6

<PAGE>

Investment Adviser expects, believes or anticipates will or may occur in the
future, including the use of proceeds and investment strategies are considered
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Fund or the Investment Adviser in light of its
experience and its perception of historical trends, current conditions, expected
future developments and other factors it believes are appropriate in the
circumstances. These statements are subject to a number of assumptions, risks
and uncertainties, including the risk factors discussed herein, general economic
and business conditions, the investment opportunities (or lack thereof) that may
be presented to and pursued by the Fund, changes in laws or regulations and
other factors, many of which are beyond the control of the Fund. Forward-looking
statements are not guarantees of future performance, and actual results or
developments may differ materially.



                                       7

<PAGE>



                                    THE FUND

         The Fund is a diversified, closed-end management investment company.
Its investment objective is long-term growth as measured by "total return" on
investment. "Total return" means the total of all income derived from, and the
capital appreciation in value of, a particular investment over a particular
period of time with particular emphasis on capital appreciation.

         The Fund was incorporated under the laws of the State of Maryland on
April 11, 1989, and has registered under the Investment Company Act of 1940, as
amended (the "1940 Act"). The business of the Fund is managed under the
direction of its Board of Directors. The Fund's initial offering of shares of
Common Stock was completed on July 2, 1990 with 549,810 shares issued at a price
of $10 per share. A 15% stock dividend was declared on August 18, 2000 and paid
on September 29, 2000 to shareholders of record on September 18, 2000, and a
100% stock dividend was declared on August 22, 1997 and paid October 1, 1997 to
shareholders of record on September 12, 1997. As of June 30, 2002, the Fund had
2,247,006 shares outstanding. The Fund has a total of 50,000,000 authorized
shares of common stock.

         The Fund is not a party to any material pending legal proceedings.

         The Fund's common stock is listed on the Chicago Stock Exchange (the
"Exchange") under the symbol "GRF." The following table shows, for the periods
indicated, the Fund's (1) the high and low prices per share on the Exchange; (2)
net asset value per share on the day of the high or low market price, and (3)
the premium (discount) to net asset value per share on that day.

<TABLE>
<CAPTION>
                                                                                Applicable
                                        Price                                Net Asset Value                      Premium/
                                      Per Share                                 Per Share                    (Discount) to NAV
                                      ---------                                 ---------                    -----------------

      Calendar Quarters
           Ended                  High             Low                       High         Low               High           Low
           -----                  ----             ---                       ----         ---               ----           ---
<S>                            <C>               <C>                    <C>             <C>                <C>           <C>
June 30, 2002                  $   11.50         $   10.80              $     10.83     $   10.70             6.2%          0.9%

March 31, 2002                     11.05             10.25                    11.50         11.08            (3.9)%        (7.5)%

December 31, 2001                  11.05             10.25                    11.50         10.97            (3.9)%        (6.6)%

September 30, 2001                 12.25             10.50                    11.65         10.97             5.2%         (4.3)%

 June 30, 2001                     12.00             11.00                    11.70         11.14             2.6%         (1.3)%

March 31, 2001                     11.63             10.75                    11.69         10.59            (0.5)%        (1.5)%

December 31, 2000                  12.25             10.75                    13.18         12.42            (7.1)%       (13.4)%

September 30, 2000                 11.26             10.41                    13.07         12.75           (13.9)%       (18.3)%

June 30, 2000                      10.63              9.56                    12.69         12.33           (16.3)%       (22.5)%

March 31, 2000                      9.93              8.61                    10.86         10.79            (8.5)%       (20.2)%

December 31, 1999                   9.24              8.50                    11.23         10.96           (17.7)%       (22.5)%

September 30, 1999                 10.20              9.14                    11.27         10.49            (9.5)%       (12.9)%

June 30, 1999                       9.99              9.14                    11.18         11.09           (10.7)%       (17.6)%

March 31, 1999                      9.30              8.71                    10.77         10.48           (13.7)%       (16.8)%
</TABLE>

         On September 5, 2002, the net asset value per share was $9.98 and the
high sale price was $9.20, which represents a discount of 7.8% from the net
asset value. Like most closed-end investment companies, since the Fund's
inception its shares have generally traded on the market for an amount less than
their net asset value. The Fund cannot predict whether its shares will trade in
the future at a premium or discount to net asset value, and if so, the level of
such premium or discount.

                        INVESTMENT OBJECTIVE AND POLICIES



                                       8
<PAGE>



         The investment objective of the Fund is long-term growth utilizing the
concept of "total return" for selecting investments. The Fund's investment
objective may only be changed by the affirmative vote of a majority of the
Fund's outstanding common stock. The Fund attempts to achieve its objective by
investing primarily in a diversified portfolio of equity securities. These
securities may include common and preferred stocks, securities convertible into
common stocks, and securities of "growth" companies and companies that possess
"special situation" characteristics. Accordingly, the Fund typically invests in
the securities of companies that have price/earnings and debt/equity ratios
equal to or lower than the average for companies in the same industry. Other
important factors the Investment Adviser takes into consideration are the price
of the stock in relation to the value of the underlying assets of the company.
In addition, the Fund generally does not issue senior securities, purchase any
securities on margin or make short sales of securities, borrow money or
underwrite securities of other issuers. For further information concerning the
Fund's investment guidelines, including the limitations on and exceptions to
such guidelines, see the information under the caption "Investment Guidelines"
in the Statement of Additional Information.

                             THE INVESTMENT ADVISER

Background

         The Fund's investment adviser is Growth Fund Advisor, Inc. (the
"Investment Adviser"), a Michigan corporation that is registered with the
Securities and Exchange Commission under the Investment Advisers Act of 1940.
The Investment Adviser provides the Fund with investment advisory services and,
subject to the authority of the Board of Directors of the Fund, is responsible
for the overall management of the Fund. The Fund is the Investment Adviser's
only advisory client.

         The Investment Adviser assumed the role of providing investment
advisory services to the Fund on September 1, 1999 from the Fund's former
investment adviser, National Association of Investors Corporation ("NAIC"), a
Michigan nonprofit corporation. The Investment Adviser is an indirect wholly
owned subsidiary of the National Association of Investment Clubs Trust (the
"Trust"), which is also the sole shareholder of NAIC.

         The Trust was formed in 1951 by three investment clubs with the
objective of educating investors and promoting the formation of investment
clubs. NAIC was organized by the Trust in 1975 to further this objective. Both
NAIC and the Trust throughout their respective histories have been integrally
involved in educating investors and assisting and encouraging the formation and
operation of investment clubs. The Investment Adviser was organized in March
1999 to take over the investment advisory activities of NAIC, as part of a
restructuring of NAIC and its various affiliates.

         NAIC publishes Better Investing, a monthly magazine distributed to its
members and other subscribers. Better Investing provides investment and
educational services to the public. Prior to the incorporation of NAIC in 1975,
Better Investing was published by the Trust. The publication began in 1951 and
was originally known as National Association of Investment Clubs News. In 1955,
the name was changed to NAIC Bulletin and changed again in 1958 to Investment
Club Bulletin. In 1965, the publication name was changed to Better Investing. As
of December 31, 2001 Better Investing had over 375,911 subscribers as certified
by the Audit Bureau of Circulation, making Better Investing one of the largest
investor magazines in the United States.

         The Investment Adviser's address is 711 West Thirteen Mile Road,
Madison Heights, Michigan 48071.

Investment Principles

         Through their work with investors over several decades in connection
with providing educational services, publishing Better Investing magazine, and
assisting and promoting the formation of investment clubs, NAIC and the Trust
developed an investment philosophy based on certain investment principles. The
Trust and NAIC advocate their use in the NAIC Official Guide, Starting and
Running a Profitable Investment Club, one of the educational materials prepared
by the Trust and the NAIC. These investment principles may be summarized as
follows:

                  - Invest Regularly: Money should be invested regularly without
                  thought as to whether the stock market itself is high or low.
                  Forecasting short-term movements in the stock market is very
                  difficult but historically domestic stock prices have
                  generally moved upwards over long periods of time. Also,
                  regular purchases of stocks over a period of time without
                  regard to whether the stock market is high or low will
                  frequently result in a lower average cost per share.

                  - Reinvest Earnings: The reinvestment of earnings provides
                  funds for the purchase of securities and generally builds up
                  net worth.

                  - Invest in "Growth": Buying stocks of companies whose sales
                  and earnings are expected to grow faster than the total
                  economy and faster than their competitors is important because
                  such growth, if it is on a sound basis, is likely to result in
                  higher stock prices.

                                       9

<PAGE>



                  - Diversify: Investments should be diversified, both by the
                  type of industry and size of company.

         NAIC has also developed a stock study program designed to assist its
members in (1) studying an individual company so as to form a judgment as to its
potential investment value, (2) comparing several companies and selecting for
investment the stocks of companies that best meet their investment objectives,
and (3) keeping informed on the stocks currently owned or which they contemplate
owning in order to make informed decisions concerning further purchases or
sales.

         The Investment Adviser uses the NAIC's investment principles and the
methodology of the NAIC's stock study program in advising the Fund. However, the
investment principles and stock study program were developed by the Trust and
NAIC primarily for use by NAIC's members, and therefore they are not directly
applicable in all cases to the management of the Fund's portfolio. The
Investment Adviser may also use other investment principles or methods in
managing the Fund's investments.

Advisory Fee

         The Fund and the Investment Adviser, as successor to NAIC, are parties
to an Investment Advisory Agreement dated October 2, 1989 (the "Advisory
Agreement"). Pursuant to the Advisory Agreement the Fund pays the Investment
Adviser an annual advisory fee equal to 0.75% of the weekly net assets of the
Fund. However, if the weekly net assets of the Fund are less than $3,800,000
during any week, then no advisory fee is paid or accrued by the Fund to the
Investment Adviser for that week. The advisory fee is paid on a monthly basis.
The Investment Adviser and its predecessor, NAIC, waived all of their advisory
fees since the inception of the Fund in 1990 through 1997. The Investment
Adviser collected 25% of the fee in 1998, 50% of the fee in 1999, and 75% of the
fee in 2000. The Investment Adviser collected all of its advisory fee in 2001
and has advised the Fund it does not intend to waive any of its fees in the
future.

Payment of Expenses

         In addition to the advisory fee paid to the Investment Adviser, the
Fund pays all of the other costs and expenses of its operation. This includes,
among other things, expenses for legal and auditing services, costs of printing
proxies, stock certificates and shareholder reports, charges of the custodian
and transfer agent, SEC filing fees, fees and expenses of unaffiliated
directors, accounting and pricing costs, membership fees and trade association
dues, insurance, interest, brokerage costs, taxes, stock exchange listing fees
and expenses, expenses of qualifying the Fund's shares for sale in various
states, and other miscellaneous expenses properly payable by the Fund. The
Advisory Agreement provides that the Fund may not incur annual aggregate
expenses in excess of 2% of the first $10,000,000 of the Fund's average net
assets, 1.5% of the next $20,000,000 of average net assets, and 1% of the
remaining average net assets for any fiscal year. Any excess Fund expenses are
the responsibility of the Investment Adviser, and the pro rata portion of the
estimated annual excess expenses is offset against the Investment Adviser's
monthly advisory fee. In the event such amount exceeds the advisory fee payable
to the Investment Adviser in any month, no advisory fees are paid to the
Investment Adviser.

         The Fund will pay the sales charges and expenses of this offering
directly from the general assets of the Fund. These costs will not be considered
an expense of the Fund for purposes of the expense limitations of the Advisory
Agreement.

Portfolio Management

         Kenneth S. Janke, Sr. is primarily responsible for the investment
decisions made by the Investment Adviser on behalf of the Fund. Mr. Janke was
also responsible, together with Thomas E. O'Hara, for the investment decisions
made on behalf of the Fund by the Investment Adviser's predecessor, NAIC.
Accordingly, Mr. Janke has been responsible in whole or in part for the
investment decisions made on behalf of the Fund since the Fund's inception. Mr.
Janke is a Director and Chairman and Chief Executive Officer of the Investment
Adviser. Mr. Janke's principal occupation during the past five years has been
President (to February, 2002), Chairman and Chief Executive Officer (from
February, 2002 to July, 2002), and Chairman (from July, 2002) of NAIC.

Legal Proceedings

         The Investment Adviser is not a party to any material pending legal
proceedings.

                                 USE OF PROCEEDS

         The Fund estimates the net proceeds from the sale of the shares offered
hereby will be, based on the Fund's net asset value of $ 9.98 on September 5,
2002 as an estimated offering price, approximately $__________ after payment of
all offering expenses that we estimate will be approximately $ __________,
assuming all of the shares are sold in the offering. The Investment Adviser
expects to invest the net proceeds in accordance with the Fund's investment
objectives and policies. The timing of these investments will depend on when
such proceeds are received and the availability at that time of securities
meeting the Fund's investment guidelines and


                                       10

<PAGE>

policies and other relevant conditions. Pending such investment, it is
anticipated that the proceeds will be invested in short-term debt obligations or
instruments. Investments in such short-term debt obligations or investments may
reduce the Fund's yield. Because of the continuous nature of the offering, the
Fund does not expect to encounter difficulties in investing the offering
proceeds, but we cannot assure you that delays in investing the proceeds will
not occur.

                               DISTRIBUTION POLICY

         Dividends will be paid annually on the shares in amounts representing
substantially all the net investment income, if any, earned each year. Dividend
payments will vary in amount, depending on investment income received and
expenses of operation. Substantially all of any taxable net capital gain
realized on investments will be paid to shareholders at least annually. The net
asset value of each share that you own will be reduced by the amount of the
distributions or dividends that you receive from that share.

                  DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

         The Fund invites you to join the Dividend Reinvestment and Cash
Purchase Plan (the "Plan"), which is provided to give you easy and economical
ways of increasing your investment in the Fund's shares. IF YOU HAVE ALREADY
ELECTED TO PARTICIPATE IN THE PLAN, YOU DON'T NEED TO DO ANYTHING FURTHER TO
MAINTAIN YOUR ELECTION. Participation in the Plan is not automatic and you must
affirmatively elect to participate. American Stock Transfer & Trust Company acts
as the Plan Agent on behalf of shareholders who are participants in the Plan.

         A subscriber for shares in this offering (other than a broker or a
nominee from a financial institution) who is not currently a shareholder of the
Fund, or a person who is currently a shareholder of the Fund who has not
previously elected to participate in the Plan, or a shareholder which has
terminated its election, may elect to become a participant in the Plan by
filling in and signing a form of authorization included as part of the
subscription agreement accompanying this prospectus and mailing the form to the
Plan Agent, American Stock Transfer & Trust Company, P.O. Box 922, Wall Street
Station, New York, New York 10038. The authorization must be signed by each of
the registered shareholders of an account. Your participation in the Plan is
voluntary and may be terminated or resumed at any time upon written notice from
you received by the Plan Agent prior to the record date of the next dividend.
Additional information regarding the election may be obtained from the Fund.

         Dividend payments and other distributions made by the Fund to
participants in the Plan are made in one of two ways. They are paid to the Plan
Agent either in cash (which then are used to purchase shares in the open
market), or by the delivery of newly-issued Fund shares. The option chosen by
the Plan Agent is the one that the Plan Agent determines is the most favorable
to Plan participants, as described below.

         The Fund determines the net asset value of the Fund's shares on a date
(a "Valuation Date") which is not more than five business days prior to a date
fixed for payment of a dividend or other distribution from the Fund. The Plan
Agent then compares the determined net asset value per share with the market
price per share. For purposes of the Plan, "market price" is the highest price
bid at the close of the market by any market maker on the date which coincides
with the relevant Valuation Date, or, if no bids were made on such date, the
next preceding day on which a bid was made. The market price was $9.20 on
September 5, 2002.

         If the net asset value per share in any such comparison is lower than
the market price per share, then the Plan Agent instructs the Fund to satisfy
its obligation with respect to any such dividend or other distribution by
issuing additional shares to the participants in the Plan. The shares are issued
at a price per share equal to the greater of the determined net asset value per
share or 95% of the market price per share determined as of the close of
business on the relevant Valuation Date.

         However, if the net asset value per share (as determined above) is
higher than the market price per share, then the Plan Agent instructs the Fund
to satisfy its obligation with respect to any such dividend or other
distribution by a cash payment to the Plan Agent for the account of Plan
participants. The Plan Agent uses such cash payment to buy additional shares in
the "open market" for the account of the Plan participants. However, the Plan
Agent does not purchase shares in the open market at a price in excess of the
net asset value per share as of the relevant Valuation Date. If the Plan Agent
is unable to complete its acquisition of shares to be purchased in the open
market by the end of the first trading day following receipt of the cash payment
from the Fund, any remaining funds are used by the Plan Agent to purchase newly
issued shares of the Fund's common stock from the Fund. The shares are issued at
a price equal to the greater of the determined net asset value per share or 95%
of the market price per share as of the date coinciding with or next preceding
the date of the relevant Valuation Date.

         Participants in the Plan have the option of making additional cash
payments to the Plan Agent, on a monthly basis, for investment in the Fund's
shares. Such payments may be made in any amount from a minimum of $50 to a
maximum of $1,000 per month. The Fund may, in its discretion, waive the maximum
monthly limit with respect to any participant. At the end of each calendar
month, the Plan Agent determines the amount of funds accumulated. Purchases made
from the accumulation of payments during each calendar month are made on or
about the first business day of the following month ("Investment Date"). These
funds are


                                       11

<PAGE>

used to purchase shares of the Fund's common stock from the Fund if the net
asset value per share is lower than the market price per share as of the
Valuation Date which occurs not more than five business days prior to the
relevant Investment Date. In such a case, the Fund issues the shares at a price
per share equal to the greater of the determined net asset value per share or
95% of the market price per share. If the net asset value per share is higher
than the market price per share, then the Plan Agent uses such cash payments to
buy additional shares in the open market for the account of the Plan
participants. However, the Plan Agent will not purchase shares in the open
market at a price in excess of the net asset value as of the relevant Valuation
Date. If the Plan Agent is unable to complete its acquisition of shares to be
purchased in the open market by the end of the Investment Date, any remaining
cash payments are used by the Plan Agent to purchase newly issued shares of the
Fund's common stock from the Fund at a price per share equal to the greater of
the determined net asset value per share or 95% of the market price per share as
of the relevant Valuation Date. All cash payments received by the Plan Agent in
connection with the Plan are held without earning interest. To avoid unnecessary
cash accumulations, and also to allow ample time for receipt and processing by
the Plan Agent, participants that wish to make voluntary cash payments should
send such payments to the Plan Agent in such a manner that assures that the Plan
Agent will receive immediately available funds by the end of the month. If a
voluntary cash payment is not received in time to purchase shares in any
calendar month, such payment will be invested on the next Investment Date. A
participant may withdraw a voluntary cash payment by written notice to the Plan
Agent if the notice is received by the Plan Agent at least forty-eight hours
before such payment is to be invested by the Plan Agent.

         The Plan Agent performs bookkeeping and other administrative functions,
such as maintaining all participants' accounts in the Plan and furnishing
written confirmation of all transactions in the accounts, including information
needed by shareholders for personal and tax records. Shares in the account of
each participant are held by the Plan Agent in noncertificated form in the name
of the participant, and each shareholder's proxy includes those shares purchased
pursuant to the Plan and of record as of the record date for determining those
shareholders who are entitled to vote on any matter involving the Fund. In case
of shareholders such as banks, brokers or nominees holding shares for others who
are the beneficial owners, the Plan Agent administers the Plan on the basis of
the aggregate number of shares certified from time to time by such shareholders
as held for the account of beneficial owners who have elected to participate in
the Plan.

         There are no special fees or charges to participants in the Plan other
than reasonable transaction fees and a termination fee of $15 plus 10(cent) per
share. For purchases by voluntary cash payments under the Plan, the Plan Agent
will charge a pro rata share of the brokerage commissions, if any. Brokerage
charges for purchasing small blocks of stock for individual accounts through the
Plan are expected to be less than the usual brokerage charges for such
transactions, as the Plan Agent purchases Shares for all participants in larger
blocks and prorating the lower commission rate thus applied.

         The automatic reinvestment of dividends and distributions does not
relieve participants of any associated income tax liability. See "Taxation."

         The Fund reserves the right to amend or terminate the Plan as applied
to any voluntary cash payment received and any dividend or distribution to be
paid subsequent to a date specified in a notice of the change sent to all
shareholders at least ninety days before such specified date. The Plan may also
be terminated on at least ninety days' written notice to all shareholders in the
Plan. All correspondence concerning the Plan should be directed to American
Stock Transfer & Trust Company, P.O. Box 922, Wall Street Station, New York, New
York 10038.

                                    TAXATION

         The Fund has elected to qualify, and intends to remain qualified, as a
regulated investment company under Subchapter M of the Internal Revenue Code.
The Fund will distribute substantially all of its net investment income and
gains to shareholders. Therefore, it is not expected that the Fund will be
subject to any federal income tax. These distributions are taxable as ordinary
income or capital gains. Shareholders may be proportionately liable for taxes on
income and gains of the Fund, but shareholders not subject to tax on their
income will not be required to pay tax on amounts distributed to them.

         Each January you will be sent information on the tax status of any
distribution made during the previous calendar year, including information on
the amount and nature of the income or gains.

         Because each shareholder's situation is unique, you should always
consult your tax adviser concerning the effect income taxes may have on your
individual investment.



                                       12
<PAGE>



                              DESCRIPTION OF SHARES
General

         The Fund's only authorized class of capital stock is common stock, par
value $.001 per share, of which 50,000,000 shares are authorized. The shares,
upon issuance and payment therefor in accordance with this prospectus, will be
fully paid and non-assessable. The shares have no preemptive, conversion or
subscription rights and have equal rights as to voting and liquidation.

         Shareholders' right to elect directors of the Fund is non-cumulative.
This means that the holders of a majority of the Fund's outstanding shares can
elect all of the directors nominated for election at a meeting called for that
purpose if they choose to do so. If this happens, the holders of the remaining
shares will not be able to elect any directors.

         Shares issued in accordance with this prospectus will be held by the
Fund's transfer agent in noncertificated form in the name of the investor,
unless the investor elects otherwise in the subscription agreement. Each
shareholder's proxy includes those shares purchased pursuant to the Plan and of
record as of the record date for determining those shareholders who are entitled
to vote on any matter involving the Fund. A shareholder may request the transfer
agent to issue certificates for its shares. Fractional shares will be held and
aggregated with other fractional shares and paid for by check in the event a
shareholder requests a certificate.

         The following table provides certain information about the Fund's
common stock as of September 5, 2002.

<TABLE>
<CAPTION>
    (1)                                (2)                           (3)                               (4)
    Title                              Amount Authorized             Amount Held by Fund or For        Amount Outstanding Exclusive
    of Class                                                         its Account                       of Amount Shown under (3)
<S>                                    <C>                           <C>                               <C>
    Common stock
    $0.001 par value                   50,000,000                    0                                 2,256,003 shares
</TABLE>

         The number of the Fund's shareholders of record, as of September 5,
2002, is 2,241. The Investment Adviser held no shares as of such date and NAIC,
the Investment Adviser's affiliate, held 29,544 shares as of such date. The
number of shares beneficially owned by all Fund officers and directors as a
group is 158,479 as of September 5, 2002, of which 7,455 are held in investment
clubs with which certain officers and directors are affiliated.

Repurchase of Shares

         The Fund's shareholders do not, and will not, have the right to have
their shares redeemed or repurchased by the Fund. The Fund may repurchase its
shares, however, from time to time as and when it is deemed advisable by the
Board of Directors of the Fund in order to attempt to reduce or eliminate a
market discount from the net asset value of the shares. Such repurchases will be
made, if at all, only when the shares are trading at a discount of ten percent
(10%) or more below the net asset value of the shares, and in accordance with
the 1940 Act which provides, in part, that the Fund must notify stockholders of
its intention to purchase shares on the open market at some time within the six
months preceding the purchase. The Fund may incur debt to finance share
repurchase transactions by borrowing from banks and others on an unsecured basis
as a temporary measure as described below ("Temporary Borrowings"). Such
Temporary Borrowings may not exceed five percent (5%) of the value of the Fund's
net assets at the time the loan is made. The Fund may pledge up to ten percent
(10%) of the lesser of the cost or value of its total assets to secure Temporary
Borrowings. The Fund will not borrow for investment purposes. Immediately after
any Temporary Borrowing, the Fund will maintain asset coverage of not less than
three hundred percent (300%) with respect to all Temporary Borrowings. The Fund
may not enter into Temporary Borrowing transactions with affiliates.

         The Fund is not required to repurchase shares. Historically, the Fund
has not repurchased any of its shares. The Board of Directors, in consultation
with the Investment Adviser, will review on a regular basis, at meetings of the
Board of Directors held quarterly, the possibility of open market repurchases of
the Fund's shares. Any shares repurchased will be canceled and returned to the
status of authorized, but unissued common stock. Any repurchases of shares of
the Fund will decrease the total assets of the Fund, thereby increasing the
Fund's expense ratio.

         The shares trade in the open market, so long as any market exists, at a
price that is a function of several factors, including their net asset value and
yield. The shares of closed-end investment companies generally sell at market
prices that vary from their net asset values. If the Fund repurchases its shares
at prices below their net asset value, the net asset value of the remaining
outstanding shares may be increased, but there can be no assurance that the
market price of the remaining outstanding shares will be affected, either
positively or negatively. Further, interest on borrowings to finance share
repurchase transactions will reduce the Fund's net income. There can be no
assurance that any repurchase of the shares will result in the shares trading at
a price equal to or greater than


                                       13

<PAGE>

their net asset value.

Certain Provisions of the Articles of Incorporation and By-laws

         The Fund presently has provisions in its articles of incorporation and
by-laws that could have the effect of limiting the ability of certain entities
or persons and their affiliates that beneficially own more than 5% of the
outstanding shares of the Fund (a "Principal Shareholder") to acquire control of
the Fund or to cause it to engage in certain transactions. The affirmative vote
or consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the
shares of the Fund is required to authorize the conversion of the Fund from a
closed-end to an open-end investment company, and generally to authorize any of
the following transactions:

         -        Merger or consolidation of the Fund with or into any Principal
                  Shareholder;

         -        Issuance of any securities of the Fund to any Principal
                  Shareholder for cash;

         -        Sale, lease or exchange of all or any substantial part of the
                  assets of the Fund to any Principal Shareholder (except assets
                  having an aggregate fair market value of less than $500,000);
                  or

         -        Sale, lease or exchange to the Fund, in exchange for
                  securities of the Fund, of any assets of any Principal
                  Shareholder (except assets having an aggregate fair market
                  value of less than $500,000).

         However, any such vote or consent is not be required with respect to
the foregoing transactions if the Board of Directors under certain conditions
approves such transaction. Reference is made to the articles of incorporation
and by-laws of the Fund on file with the Securities and Exchange Commission for
the full text of these provisions. See "Further Information." These provisions
could have the effect of depriving shareholders of an opportunity to sell their
shares at a premium over prevailing market prices by discouraging a third party
from seeking to obtain control of the Fund in a tender offer or similar
transaction.

                        DETERMINATION OF NET ASSET VALUE

         The net asset value of the shares is computed based upon the market
value of the securities held by the Fund. Net asset value per share is
calculated by dividing the value of all of the securities held by the Fund plus
any cash or other assets minus all liabilities, including accrued expenses, by
the total number of shares outstanding at such time. It is determined as of the
close of business on Thursday of each week. If any Thursday is not a business
day, the net asset value is determined as of the close of business on the last
business day of the week preceding such Thursday. Portfolio securities are
valued at market. Securities and assets for which market quotations are not
readily available are valued by the Investment Adviser and provided to the Plan
Agent. Investments with maturities of 60 days or less are valued at amortized
cost.

         Shares of closed-end investment companies frequently trade at a
discount to net asset value, but in some cases trade at a premium. The market
price of the shares is determined by factors that are beyond the control of the
Fund. These factors include trading volume of such shares, general market and
economic conditions. The Fund cannot predict whether its shares will trade at,
below or above net asset value. The Fund can, however, repurchase its own shares
if they are trading at a discount of ten percent (10%) or more of net asset
value. See "Description of Shares."

                                  HOW TO INVEST

         To invest in the Fund, please follow the steps below. This will help
avoid any delays in processing your subscription.

                  -        Read this prospectus carefully.

                  -        Determine how much you would like to invest. The
                           Fund's minimum investment is $500. The Fund reserves
                           the right to change the amount of this minimum for
                           certain purchases.

                  -        Carefully complete and sign the enclosed subscription
                           agreement, including the optional Dividend
                           Reinvestment and Cash Purchase Plan section if you
                           want to participate in the Plan. By joining the
                           Dividend Reinvestment and Cash Purchase Plan now, you
                           can avoid the delay and inconvenience of having to
                           submit an additional application later.

                  -        Return the subscription agreement to NAIC Growth
                           Fund, Inc., c/o Growth Fund Advisor, Inc., P.O. Box
                           220, Royal Oak, Michigan 48068 with your check made
                           payable to "Standard Federal Bank N.A.- Escrow
                           Agent".


         All subscriptions are subject to acceptance by the Fund and approval by
BDFSC. Either the Fund or BDFSC may reject a



                                       14
<PAGE>

subscription in its discretion for any reason. Subscriptions may not be
revoked by the subscriber once received by the Fund.

         Shares sold pursuant to this Prospectus will be held by the Fund's
transfer agent in noncertificated form in the purchaser's name, unless the
purchaser elects otherwise in the Subscription Agreement. If a purchaser elects
to receive a certificate for its common shares in the Subscription Agreement,
the Fund will not issue fractional shares to the purchaser and will refund the
portion of the Purchase Price representing the fractional share, without
interest, at the time of delivering the share certificate. Fractional shares
will be issued for shares held by the transfer agent in noncertificated form.
Such fractional shares will be aggregated with any other fractional shares held
by the transfer agent for the purchaser from time to time and will be paid for
by check, at the then-prevailing market price, if the purchaser requests a
certificate for its shares after the acceptance of the purchaser's subscription
in this offering.

                                  UNDERWRITING

         The Fund and Investment Adviser have entered into an Underwriting
Agreement with BDFSC, a form of which has been filed as an exhibit to the
Registration Statement of which this prospectus is a part. The summary of the
Underwriting Agreement contained herein is qualified by reference to the
Underwriting Agreement.

         Subject to the terms and conditions of the Underwriting Agreement,
BDFSC will offer on a "best efforts" basis up to 5,000,000 shares of the Fund's
common stock. BDFSC may also offer the shares through certain selected dealers.
BDFSC is located at 8800 N.W. 62nd Avenue, Johnston, Iowa 50131. The offering
will continue until all the shares are sold or until either the Fund or BDFSC
terminate the offering on 30 days' notice to the other party.

         Sales of shares will generally be made on a weekly basis. Subscribers
will submit Subscription Agreements and subscription payments as described under
"How to Invest." Subscriptions may not be revoked by the subscriber once
received by the Fund. The Fund's net asset value is determined as of the close
of business each Thursday or, if a Thursday is not a business day, on the
business day immediately preceding that Thursday (a "Determination Date"). On
the first business day following each Determination Date, the Fund will sell
shares at a price equal to the net asset value per share on the Determination
Date to each subscriber whose subscription has been accepted by the Fund and
approved by BDFSC on or before the Determination Date and whose subscription
payment is held by the Escrow Agent in collected funds on or before the
Determination Date.

         Funds in the escrow account will be held uninvested. Standard Federal
Bank N.A. of Detroit, Michigan will act as the Escrow Agent.

         The minimum investment in this offering by any investor is $500. The
Fund reserves the right to change the amount of this minimum for certain
purchases. There is no minimum number of shares that must be sold in the
offering.

         Each week during the offering the Fund will compensate BDFSC with
respect to shares sold by the Fund the prior week as follows:

         -        3.5% of the gross sales price per share sold before a selected
                  broker-dealer enters into a soliciting dealer agreement with
                  BDFSC; and
         -        5% of the gross sales price per share sold after any selected
                  broker-dealer enters into a soliciting dealer agreement with
                  BDFSC.

         The Fund has also paid BDFSC a non-accountable expense allowance of
$15,000.

         In connection with the sale of shares on behalf of the Fund, BDFSC may
be deemed to be an underwriter within the meaning of the Securities Act of 1933,
as amended, and the compensation of BDFSC may be deemed to be underwriting
commissions or discounts. BDFSC has from time to time acted, and may continue to
act while principal distributor, as broker in connection with the execution of
the Fund's portfolio transactions. See "Portfolio Transactions and Brokerage"
in the Statement of Additional Information.

         The Investment Adviser will provide administrative services to the Fund
in connection with the offering of the shares, including processing subscription
agreements. No subscription will be effective unless and until it is accepted by
the Fund and approved by BDFSC.

         The Fund and the Investment Adviser have jointly and severally agreed
to indemnify BDFSC against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or to contribute to payments that BDFSC may
be required to make in respect thereof.



                                       15

<PAGE>

                                  LEGAL MATTERS

         The legality of the shares offered hereby has been passed on by Bodman,
Longley & Dahling LLP, Detroit, Michigan, which serves as counsel to the Fund
and to the Investment Adviser. Lewis A. Rockwell is counsel to the law firm of
Bodman, Longley & Dahling LLP. Mr. Rockwell is also an officer and director of
the Fund and an officer and director of the Investment Adviser.

         Certain legal matters have been passed on for BDFSC by Dorsey & Whitney
LLP, Des Moines, Iowa.

                             REPORTS TO SHAREHOLDERS

         The Fund issues to its shareholders reports that include annual audited
financial statements for each year ended December 31 and unaudited financial
statements for each six month period ended June 30. The financial statements
include a list of investments held.

                         INDEPENDENT PUBLIC ACCOUNTANTS

         The audited financial statements included in and incorporated by
reference into the Statement of Additional Information have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto. Plante & Moran, LLP replaced Arthur Andersen LLP as
the Fund's independent certified public accountants effective May 9, 2002. The
address of Plante & Moran, LLP is 27400 Northwestern Highway, Southfield,
Michigan 48034.


                              FINANCIAL STATEMENTS

         The Fund's audited financial statements for the fiscal year ended
December 31, 2001 are incorporated into the Statement of Additional Information
by reference from the Fund's Annual Reports to Shareholders for the year ended
December 31, 2001 and the Fund's unaudited financial statements for the period
ended June 30, 2002 are incorporated by reference into the Statement of
Additional Information from the Fund's Semi-Annual Report to Shareholders for
the period ended June 30, 2002. The Fund will furnish without charge copies of
its annual report and semi-annual report and any subsequent annual and
semi-annual reports to prospective investors and shareholders upon request to
the Fund, 711 West Thirteen Mile Road, Madison Heights, Michigan 48071,
telephone (877) 275-6242, extension 331. These reports are also available on the
Securities and Exchange Commission's EDGAR database and may also be obtained
from the Securities and Exchange Commission. See "Further Information."

                       STATEMENT OF ADDITIONAL INFORMATION

         The Fund's Statement of Additional Information contains additional
information about the Fund which may be of interest to you. A copy of the
Statement of Additional Information is available without charge to any person to
whom this Prospectus is delivered, on written or oral request to the Plan
Administrator, NAIC Growth Fund, Inc., 711 West Thirteen Mile Road, Madison
Heights, Michigan 48071, attention: Statement of Additional Information,
telephone (877) 275-6242, extension 331.

         The table of contents of the Statement of Additional Information is as
follows:

         The Fund...............................................................
         Additional Investment Guidelines.......................................
         Directors, Officers and Principal Shareholders.........................
         Investment Adviser and Investment Advisory Agreement...................
         Dividend Reinvestment and Cash Purchase Plan...........................
         Custodian, Transfer Agent and Dividend Disbursing Agent................
         Independent Public Accountants.........................................
         Portfolio Transactions and Brokerage...................................
         Taxation...............................................................
         Financial Statements...................................................

                               FURTHER INFORMATION

         This Prospectus and the Statement of Additional Information do not
contain all of the information set forth in the Registration Statement the Fund
has filed with the Securities and Exchange Commission. The complete Registration
Statement is available on the EDGAR Database on the Securities and Exchange
Commission's Internet site at http://www.sec.gov, and may also be obtained from
the Securities and Exchange Commission upon payment of the fee prescribed by its
rules and regulations.


                                       16
<PAGE>


                                    EXHIBIT 1
                         FORM OF SUBSCRIPTION AGREEMENT







<PAGE>


                  NAIC Growth Fund, Inc. Subscription Agreement

CHECKS PAYABLE TO:  STANDARD FEDERAL BANK N.A., ESCROW AGENT

MAIL SUBSCRIPTION AGREEMENT AND CHECK TO:   NAIC Growth Fund, Inc.
                                            c/o Growth Fund Advisor, Inc.
                                            P.O. Box 220
                                            Royal Oak, MI  48068

Check enclosed for $                        for full and (if applicable)
                    ------------------------
fractional shares at Net Asset Value ($500 minimum)

Register these shares exactly as printed below:

Owner Name
          -------------------------------------------------------------------

- --------------------------------------------
(Tax Identification or Social Security Number)

Co-Owner(s) (if any)
                    ---------------------------------------------------------

Address
        ---------------------------------------------------------------------

City
    ----------------------------------------------------------

State                              Zip
     ---------------------            -----------------------

Telephone
          -----------------------------------------------------

E-mail
      ----------------------------------------------------

Citizen of the USA:                 Yes              No
                                       -----           -------

If no, which country
                     -------------------------------------------------------


Presently shareholder in Fund:              Yes               No
                                               ------           -------

In case of two or more co-owners, the shares will be registered "Joint Tenants
with Right of Survivorship" (and not as Tenants in Common) unless otherwise
specified. To register shares other than as joint tenants, contact your broker
or Broker Dealer Financial Services Corp. at the address at the bottom of this
form.

For owners other than individuals, the above owner is:

         Corporate                  HR10 or Keogh              Investment Club
- ---------                  --------                  ---------

         IRA or SEP                 SIMPLE                     Trust
- ---------                  ---------                 ---------

         401(k)                     Other (specify)
- ---------                  ---------               -----------------------------

SEE BELOW FOR REQUIRED INFORMATION AND SIGNATURES FOR OWNERS OTHER THAN
INDIVIDUALS.

I wish to reinvest dividends and capital gains distributions by participating in
the Dividend Reinvestment and Cash Purchase Plan. Yes           No
                                                      --------    -------
(IF YOU DO NOT CHECK EITHER LINE, DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
WILL BE PAID IN CASH.)

I wish to: Hold shares in noncertificated form at Transfer Agent
                                                                 ---------
Receive stock certificate
                          ------------
(Fractional shares will not be issued in certificated form.) (If you do not
check either of the above, shares will be held in noncertificated form at
Transfer Agent.)

I am of legal age in my state of residence, which is                           .
                                                     -------------------------

I am not myself, nor am I related to, an officer, director, or employee of
Broker Dealer Financial Services Corp., a Selected Dealer, NAIC Growth Fund,
Inc., or the Growth Fund Advisor, Inc., except as stated below:


Name of Officer, Director, or Employee
                                      -----------------------------------------

Relationship
            -----------------------------------------


Position
        --------------------------------------------------------------


<PAGE>





I authorize any instructions contained herein and certify, under penalties of
perjury:

         (1)      that the Tax Identification or Social Security Number shown
                  above is correct; and

         (2)      (check which of the following is a true statement)

                         I am not subject to backup withholding because (a) I am
                  ------
                  exempt from backup withholding, or (b) I have not been
                  notified by the Internal Revenue Service (IRS) that I am
                  subject to withholding as a result of a failure to report all
                  interest or dividends, or (c) the IRS has notified me that I
                  am no longer subject to withholding.

                          I am subject to backup withholding because the IRS has
                  ------
                  notified me.

         (3)      I am a U.S. person (including a U.S. resident alien).

I further certify that I have read and understand the Prospectus and related
Statement of Additional Information and that the purchase of the shares pursuant
to this Agreement is appropriate for me in light of my financial situation,
investment objectives and other circumstances.


X
 -------------------------------------------------------------
                  (Signature of Owner)


 X
  ------------------------------------------------------------
                   (Signature of Co-Owner, if any)



FOR OWNERS OTHER THAN INDIVIDUALS OR JOINT TENANTS:

If the shareholder is an IRA, SEP, SIMPLE, Keogh, or 401(k), this agreement must
be signed be the Fiduciary (Trustee or Custodian).

If the shareholder is a corporate or other non-individual entity (including
Investment Clubs), enclose a copy of the Corporate Resolution or Partnership
Authorization for this account, and a list of beneficial owners certified by
authorized officer of partner.

If the shareholder is an HR10, Keogh, SIMPLE, 401(k), or other Trust, provide a
copy of the trust agreement.

If you have any questions, please call, write or e-mail:

                        Broker Dealer Financial Services Corporation
                        8800 NW 62nd Avenue, PO Box 6240, Johnston, IA 50131
                        515-286-2970 or 800-352-5634
                        E-mail: GRF@BDFS.com


<TABLE>
<CAPTION>
<S>                                              <C>                                    <C>
BDFSC Use Only  AESC                             Selected Dealer Use Only               Transfer Agent Use Only
                     -----------------------
Date
Received
        -------------------------------------

Date Mailed to Escrow
Agent
     -------------------------

Additional Documents
Required
        ----------------------

Request Date              Dated
             ------------

Received
        ------------

</TABLE>
<PAGE>
THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND
MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES AND
IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.

                SUBJECT TO COMPLETION, DATED SEPTEMBER 17, 2002

                  PART B - STATEMENT OF ADDITIONAL INFORMATION

                             NAIC GROWTH FUND, INC.
                           711 West Thirteen Mile Road
                         Madison Heights, Michigan 48071

                       STATEMENT OF ADDITIONAL INFORMATION

          This Statement of Additional Information ("Statement") is not a
 prospectus. It relates to a prospectus of NAIC Growth Fund, Inc. (the "Fund")
 dated________ _, 2002 (the "Prospectus"), and should be read together with the
 Prospectus. This Statement does not include all information that a prospective
 investor should consider before purchasing shares of the Fund, and investors
 should obtain and read the Prospectus prior to purchasing shares. This
 Statement incorporates by reference the entire Prospectus. A copy of the
 Prospectus, and any document incorporated by reference in this Statement, is
 available without charge to any prospective investor or shareholder of the Fund
 upon written or oral request to, NAIC Growth Fund, Inc., 711 West Thirteen Mile
 Road, Madison Heights, Michigan 48071, attention: Statement of Additional
 Information, telephone (877) 275-6242, extension 331.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                  Page
<S>                                                                              <C>
 The Fund.......................................................................

 Additional Investment Guidelines...............................................

 Directors, Officers and Principal Shareholders.................................

 Investment Adviser and Investment Advisory Agreement...........................

 Dividend Reinvestment and Cash Purchase Plan...................................

 Custodian, Transfer Agent and Dividend Disbursing Agent........................

 Independent Public Accountants.................................................

 Portfolio Transactions and Brokerage...........................................

 Taxation.......................................................................

 Financial Statements...........................................................

</TABLE>


          The Prospectus and this Statement omit certain of the information
 contained in the registration statement filed with the Securities Exchange
 Commission (the "Commission"), Washington, D.C. The registration statement may
 be obtained from the Commission upon payment of the fee prescribed, or
 inspected at the Commission's office at no charge. The registration statement
 is also available on the Commission's website (www.sec.gov).



                          This Statement of Additional
                      Information is dated ________, 2002





<PAGE>

                                    THE FUND

          NAIC Growth Fund, Inc. (the "Fund") is a diversified closed-end
 management investment company. The Fund's investment objective is long-term
 growth utilizing the concept of "total return" for selecting investments.
 "Total return" for purposes of this Statement of Additional Information
 ("Statement") is the total of all income derived from, and the capital
 appreciation in value of, a particular investment. The Fund seeks to achieve
 its investment objective through investment in a diversified portfolio of
 equity securities. These securities may include those that possess "special
 situation" characteristics. The Fund's Investment Adviser is Growth Fund
 Advisor, Inc. (the "Investment Adviser"), an indirect subsidiary of the
 National Association of Investment Clubs Trust.

                        ADDITIONAL INVESTMENT GUIDELINES

          The investment objective, policies and restrictions of the Fund are
 described in the Prospectus under "Investment Objective and Policies." In
 addition, the Fund operates under the following additional guidelines. These
 guidelines constitute fundamental policies that cannot be changed without the
 affirmative vote of the holders of a majority of the Fund's outstanding common
 stock. All percentage limitations set forth below apply immediately after a
 purchase or initial investment. Any subsequent change in any applicable
 percentage resulting from market fluctuations does not require elimination of
 any security from the portfolio.

 The Fund may not:

             -        Issue senior securities, as defined in the Investment
                      Company Act of 1940 (the "1940 Act"), or mortgage, pledge,
                      hypothecate or in any manner transfer, as security for
                      indebtedness, any securities owned or held by the Fund
                      except as may be necessary in connection with the
                      borrowings mentioned in bullet three below. Any such
                      mortgaging, pledging or hypothecating may not exceed 10%
                      of the Fund's total assets, taken at the lesser of cost or
                      market value.

             -        Purchase any securities on margin or make short sales of
                      securities, except as follows. The Fund may (i) obtain
                      such short-term credit as may be necessary for the
                      clearance of purchases and sales of portfolio securities,
                      and (ii) make short sales of securities so long as at all
                      times during which a short position is open, the Fund owns
                      an equal amount of such securities or, by virtue of
                      ownership of securities, has the right without payment of
                      further consideration to obtain an equal amount of the
                      securities sold short (i.e., immediately convertible
                      securities). No more than 15% of the Fund's total assets
                      taken at current value will be held to cover such short
                      sales at any one time.

             -        Borrow money, except that the Fund may borrow from banks
                      and others on an unsecured basis as a temporary measure to
                      finance the repurchase of its shares, or for other
                      extraordinary or emergency purposes. For further
                      information, see the Prospectus under the caption
                      "Description of Shares - Repurchase of Shares."

             -        Underwrite securities of other issuers, except insofar as
                      the Fund may be deemed an underwriter under the Securities
                      Act of 1933, as amended, in selling portfolio securities.

             -        With respect to 50% of its net assets, invest in
                      securities of any one issuer if immediately thereafter, as
                      a result of such investment, more than 5% of the total
                      assets of the Fund would be invested in the securities of
                      such issuer. This restriction does not apply to
                      investments in United States government securities.

             -        Purchase more than 10% of the outstanding voting
                      securities of any one issuer.

             -        Invest more than 25% of its net assets, taken at market
                      value at the time of each investment, in the securities of
                      issuers of any particular industry. This restriction does
                      not apply to investments in United States government
                      securities.

             -        Invest in oil, gas or mineral leases.

             -        Invest in real estate or real estate limited partnerships.

             -        Invest in general and limited partnership interests.

             -        Invest in options.

             -        Invest more than fifteen percent 15% of net assets in
                      illiquid assets, including but not limited to,
                      commodities, puts, calls, straddles, spreads, foreign
                      securities, and included within this 15% limitation no
                      more than 10% of net




                                       1
<PAGE>
                      assets in companies with less than three years of
                      operating history, nor more than 5% of net assets in
                      restricted securities.

             -        Invest more than 5% of net assets in warrants valued at
                      the lower of cost or market of which at least 3% must be
                      listed on the NYSE or AMEX.

             -        Make loans of money or securities.

             -        Purchase securities of other investment companies, except
                      in connection with a merger, consolidation, acquisition,
                      or reorganization or during Temporary Periods, if more
                      than 10% of the market value of the Fund's total assets
                      would be invested in securities of other investment
                      companies, more than 5% of the market value of the Fund's
                      total assets would be invested in the securities of any
                      one investment company, or the Fund would own more than
                      three percent 3% of any other investment company's
                      securities. See the information in the Prospectus under
                      the caption "Investment Objective and Policies."

             -        Engage in short-term trading resulting in portfolio
                      turnover greater than 50% annually.

             -        Effect brokerage transactions in its portfolio securities
                      with any broker-dealer affiliated directly or indirectly
                      with its investment adviser, unless such transactions
                      (including the frequency thereof, the receipt of
                      commissions payable in connection therewith and the
                      selection of the affiliated broker-dealer affecting such
                      transaction) are not unfair or inequitable to the
                      shareholders of the Fund. See "Portfolio Transactions and
                      Brokerage."

                 DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS

         The business of the Fund is managed under the direction of its Board of
Directors. The directors and officers of the Fund, their principal occupations
for at least the last five years and other pertinent information are set forth
below. The address of each is the address of the Fund.

DIRECTORS WHO ARE INTERESTED PERSONS OF THE FUND AND OFFICERS



<TABLE>
<CAPTION>

                NAME,        POSITION(S)    TERM OF OFFICE     PRINCIPAL OCCUPATION(S) DURING         NUMBER OF           OTHER
             ADDRESS AND   HELD WITH FUND    AND LENGTH OF              PAST 5 YEARS                PORTFOLIOS IN     DIRECTORSHIPS
                 AGE*                         TIME SERVED                                           FUND COMPLEX         HELD BY
                                                                                                     OVERSEEN BY        DIRECTOR
                                                                                                     DIRECTOR**          (PUBLIC
                                                                                                                       COMPANIES)
           <S>             <C>             <C>               <C>                                  <C>                <C>
             Thomas E.     Chairman of      Term of office   Chairman Emeritus of the Board and        One           None.
             O'Hara        the Board and    one year.        Trustee of the National
             Age 86        Director         Served as a      Association of Investors
                                            director since   Corporation, a nonprofit
                                            1989.            corporation engaged in investment
                                                             education ("NAIC") and Chairman
                                                             Emeritus and Director of Growth
                                                             Fund Advisor, Inc., the Fund's
                                                             investment adviser (the
                                                             "Investment Adviser"), from
                                                             February, 2002 to present.
                                                             Chairman and Trustee of NAIC and
                                                             Chairman and Director of the
                                                             Investment Adviser to February,
                                                             2002.

             Kenneth S.    Director,        Term of office   Chairman and Trustee of NAIC and          One           Director,
             Janke         President and    one year.        Chairman, Chief Executive Officer                       American
             Age 67        Treasurer        Served as a      and Director of the Investment                          Family Life
                                            director since   Adviser from July, 2002. Chairman,                      Assurance
                                            1989.            Chief Executive                                         Company


</TABLE>


                                       2
<PAGE>
<TABLE>
<CAPTION>

                NAME,        POSITION(S)    TERM OF OFFICE     PRINCIPAL OCCUPATION(S) DURING         NUMBER OF           OTHER
             ADDRESS AND   HELD WITH FUND    AND LENGTH OF              PAST 5 YEARS                PORTFOLIOS IN     DIRECTORSHIPS
                 AGE*                         TIME SERVED                                           FUND COMPLEX         HELD BY
                                                                                                     OVERSEEN BY        DIRECTOR
                                                                                                     DIRECTOR**          (PUBLIC
                                                                                                                       COMPANIES)
           <S>             <C>             <C>               <C>                                  <C>                <C>
                                                             Officer and
                                                             Trustee of NAIC and
                                                             Chairman, Chief
                                                             Executive Officer
                                                             and Director of the
                                                             Investment Adviser
                                                             from February, 2002
                                                             to July, 2002.
                                                             President and
                                                             Trustee of NAIC and
                                                             President and
                                                             Director of the
                                                             Investment Adviser
                                                             to February, 2002.

             Lewis A.      Director and     Term of office   Counsel to the law firm of Bodman,        One            None.
             Rockwell      Secretary        one year.        Longley & Dahling LLP, counsel to
             Age 83                         Served as a      the Fund, NAIC and the Investment
                                            director since   Adviser; Trustee and Secretary of
                                            1989.            NAIC; Director and Secretary of
                                                             the Investment Adviser.

             Peggy L.      Director         Term of office   Adult Education Teacher; Trustee          One            None.
             Schmeltz                       one year.        of NAIC; Director of Bowling Green
             Age 74                         Served as a      State University Foundation Board;
                                            director since   former member of NYSE Advisory
                                            1989.            Committee.

</TABLE>

         *The address of each is the address of the Fund. Messrs. O'Hara, Janke
and Rockwell and Mrs. Schmeltz are interested persons of the Fund within the
meaning of Section 2(a)(19) of the Investment Company Act of 1940. Mr. O'Hara is
an interested person because he is a trustee of NAIC and a director of the
Investment Adviser. Messrs. Janke and Rockwell are interested persons because
they are trustees and officers of NAIC and directors and officers of the
Investment Adviser, as noted above. Mrs. Schmeltz is an interested person
because she is a trustee of NAIC.

         **The Fund is not part of any fund complex.







                                       3
<PAGE>



DIRECTORS WHO ARE NOT INTERESTED PERSONS OF THE FUND

<TABLE>
<CAPTION>

                 NAME,       POSITION(S)    TERM OF OFFICE     PRINCIPAL OCCUPATION(S) DURING        NUMBER OF           OTHER
              ADDRESS AND   HELD WITH FUND   AND LENGTH OF              PAST 5 YEARS               PORTFOLIOS IN     DIRECTORSHIPS
                 AGE*                         TIME SERVED                                           FUND COMPLEX    HELD BY DIRECTOR
                                                                                                    OVERSEEN BY         (PUBLIC
                                                                                                     DIRECTOR**        COMPANIES)
            <S>             <C>             <C>              <C>                                  <C>               <C>
             Carl A. Holth  Director        Term of office   President and Director, Greater          One           None.
             Age 69                         one year.        Detroit Capital Corporation;
                                            Served as a      Financial Consultant and President
                                            director since   of Carl A. Holth & Associates,
                                            1989.            Inc. (a private financial
                                                             consulting and business appraisal
                                                             firm); Director, Sunshine Fifty,
                                                             Inc., and Harrison Piping Supply,
                                                             Inc.

             Benedict J.    Director        Term of office   Retired; Director and Treasurer,         One           None.
             Smith                          one year.        Detroit Executive Service Corps;
             Age 81                         Served as a      Director, Vista Maria (a nonprofit
                                            director since   charitable organization); Trustee,
                                            1989.            Henry Ford Health System,
                                                             Behavioral Services.

             James M. Lane  Director        Term of office   Retired; Director, Chateau               One           None.
             Age 72                         one year.        Communities, Inc., Wheaton
                                            Served as a      College, William Tyndale College,
                                            director since   Baseball Chapel, Inc. and
                                            1989.            Christian Camps, Inc.

             Luke E. Sims   Director        Term of office   Partner in the law firm of Foley &       One           LaCrosse
             Age 52                         of one year.     Lardner. Director, Wilson-Hurd                         Footwear, Inc.
                                            Served as a      Mfg. Co. and Notre Dame Middle                         (manufacturer
                                            director since   School, Inc.                                           and marketer of
                                            2002.                                                                   sporting and
                                                                                                                    industrial
                                                                                                                    footwear)

</TABLE>

         *The address of each is the address of the Fund.

         **The Fund is not part of any fund complex.

         No person is known by the Fund to own of record or beneficially 5% or
more of its outstanding shares of common stock.

         The Fund has no standing nominating or compensation committees of the
Board of Directors, or committees performing similar functions. The Fund has a
Management Proxy Committee comprised of Messrs. O'Hara and Janke to cast votes
represented by properly executed proxies. The Management Proxy Committee met one
time during the Fund's fiscal year ended December 31, 2001. The Fund also has an
Audit Committee comprised of Messrs. O'Hara, Holth and Smith. The Audit
Committee reviews the services provided by the Fund's independent accountants
and consults with the accountants. The Audit Committee met 1 time during the
Fund's fiscal year ended December 31, 2001.

         The following tables set forth the dollar range of the Fund's common
stock, par value $0.001 per share, which is the Fund's only equity security,
owned by each director, valued at the market price per share of $10.75 as of
December 31, 2001.



                                       4
<PAGE>



DIRECTORS WHO ARE INTERESTED PERSONS OF THE FUND


<TABLE>
<CAPTION>

                  NAME OF DIRECTOR               DOLLAR RANGE OF EQUITY SECURITIES IN     AGGREGATE DOLLAR RANGE OF EQUITY
                                                               THE FUND                  SECURITIES IN ALL FUNDS OVERSEEN OR
                                                                                        TO BE OVERSEEN BY DIRECTOR OR NOMINEE
                                                                                          IN FAMILY OF INVESTMENT COMPANIES*
        <S>                                     <C>                                     <C>
          Thomas E. O'Hara                          $50,001 - $100,000                      $50,001 - $100,000

          Kenneth S. Janke                          Over $100,000                           Over $100,000

          Lewis A. Rockwell                         Over $100,000                           Over $100,000

          Peggy L. Schmeltz                         Over $100,000                           Over $100,000

</TABLE>

         *The Fund is not part of a family of investment companies.

DIRECTORS WHO ARE NOT INTERESTED PERSONS OF THE FUND

<TABLE>
<CAPTION>

                  NAME OF DIRECTOR               DOLLAR RANGE OF EQUITY SECURITIES IN     AGGREGATE DOLLAR RANGE OF EQUITY
                                                               THE FUND                  SECURITIES IN ALL FUNDS OVERSEEN OR
                                                                                        TO BE OVERSEEN BY DIRECTOR OR NOMINEE
                                                                                          IN FAMILY OF INVESTMENT COMPANIES*
     <S>                                         <C>                                    <C>
          Carl A. Holth                             $10,001 - $50,000                       $10,001 - $50,000

          Benedict J. Smith                         $10,001 - $50,000                       $10,001 - $50,000

          James M. Lane                             $10,001 - $50,000                       $10,001 - $50,000

          Luke E. Sims                              Over $100,000                           Over $100,000
</TABLE>

         *The Fund is not part of a family of investment companies.

         No director, nor any of their immediate family members, owns any
securities beneficially or of record in the Fund's Investment Adviser or any of
its affiliates, or in the Fund's principal underwriter or any of its affiliates.

         The following tables set forth the aggregate compensation paid to all
directors in 2001. Directors who are affiliated with the Investment Adviser or
the Investment Adviser's affiliates do not receive any compensation for service
as a director. The Chairman and President are not compensated by the Fund,
except for reimbursement for out-of-pocket expenses relating to attendance at
meetings and other operations of the Fund. No other officer of the Fund received
compensation from the Fund in 2001 in excess of $60,000.




                                       5
<PAGE>



DIRECTORS WHO ARE INTERESTED PERSONS OF THE FUND

<TABLE>
<CAPTION>

             NAME OF PERSON, POSITION        AGGREGATE              PENSION OR           ESTIMATED ANNUAL       TOTAL COMPENSATION
                                         COMPENSATION FROM      RETIREMENT BENEFITS       BENEFITS UPON         FROM FUND AND FUND
                                               FUND*            ACCRUED AS PART OF          RETIREMENT           COMPLEX PAID TO
                                                                   FUND EXPENSES                                   DIRECTORS**
         <S>                            <C>                     <C>                     <C>                     <C>
             Thomas E. O'Hara,                 None                    None                   None                    None
             Chairman and Director
             Kenneth S. Janke,                 None                    None                   None                    None
             President, Treasurer
             and Director
             Lewis A. Rockwell,                None                    None                   None                    None
             Secretary and Director
             Peggy L. Schmeltz,              $ 1900                    None                   None                  $ 1900
             Director

</TABLE>


         *All amounts shown are for service as a director.

         **The Fund is not part of any fund complex.

DIRECTORS WHO ARE NOT INTERESTED PERSONS OF THE FUND

<TABLE>
<CAPTION>

             NAME OF PERSON, POSITION        AGGREGATE              PENSION OR           ESTIMATED ANNUAL     TOTAL COMPENSATION
                                         COMPENSATION FROM      RETIREMENT BENEFITS       BENEFITS UPON       FROM FUND AND FUND
                                               FUND*            ACCRUED AS PART OF          RETIREMENT        COMPLEX PAID TO
                                                                   FUND EXPENSES                              DIRECTORS**
            <S>                         <C>                     <C>                      <C>                 <C>
             Cynthia P. Charles,              $ 1900                  None                   None                 $ 1900
             Director ***
             Carl A. Holth,                   $ 1900                  None                   None                 $ 1900
             Director
             James M. Lane,                   $ 1900                  None                   None                 $ 1900
             Director
             Benedict M. Smith,               $ 1900                  None                   None                 $ 1900
             Director
</TABLE>

         *All amounts shown are for service as a director.

         **The Fund is not part of any fund complex.

         ***Mrs. Charles resigned as a director on April 18, 2002.


              INVESTMENT ADVISER AND INVESTMENT ADVISORY AGREEMENT

         The Fund's Investment Adviser is Growth Fund Advisor, Inc., a Michigan
corporation (the "Investment Adviser"). The Investment Adviser is a wholly owned
subsidiary of N.A.I.C. Holding Corporation, a Michigan corporation which
conducts no business activities. The National Association of Investors
Corporation, a Michigan nonprofit corporation ("NAIC") and N.A.I.C. Holding
Corporation are each wholly owned subsidiaries of the National Association of
Investment Clubs Trust (the "Trust"). Mr. O'Hara is the Chairman Emeritus and a
Trustee of the Trust; Mr.


                                       6
<PAGE>

Janke is the Chairman and a Trustee of the Trust; and Mr. Rockwell is the
Secretary and a Trustee of the Trust. The Fund is the Investment Adviser's sole
advisory client. The Trust was formed in 1951 by three investment clubs with the
objective of educating investors and promoting the formation of investment
clubs. NAIC was organized by the Trust in 1975 to further this objective. Both
NAIC and the Trust throughout their respective histories have been integrally
involved in educating investors and assisting and encouraging the formation and
operation of investment clubs. The Investment Adviser was organized in March
1999 to take over the investment advisory activities of NAIC, as part of a
restructuring of NAIC and its various affiliates. For further information
concerning the Investment Adviser, see the information in the Prospectus under
the caption "The Investment Adviser."

Affiliated Persons

         The following persons are "affiliated persons" of the Fund who are also
"affiliated persons" with respect to the Investment Adviser, as defined by the
1940 Act:



<TABLE>
<CAPTION>

                           Individual                      Position with Investment Adviser
                <S>                                   <C>
                 Thomas E. O'Hara (1)                  Chairman Emeritus of the Board and Director
                 Kenneth S. Janke (2)                  Chairman, Chief Executive Officer and Director
                 Lewis A. Rockwell (3)                 Secretary, Director

</TABLE>


(1) Mr. O'Hara is also the Chairman of the Board of Directors of the Fund.
(2) Mr. Janke is primarily responsible for the investment decisions made on
behalf of the Fund by the Investment Adviser. Mr. Janke is also the President
and a Director of the Fund.
(3) Mr. Lewis A. Rockwell is counsel to the law firm of Bodman, Longley &
Dahling LLP, which acts as counsel for the Investment Adviser as well as the
Fund. Mr. Rockwell is also the Secretary and a Director of the Fund.

Advisory Agreement

         The Advisory Agreement between the Investment Adviser, as successor to
NAIC, and the Fund dated October 2, 1989 (the "Advisory Agreement") provides
that, subject to the direction of the board of directors of the Fund, the
Investment Adviser is responsible for the actual management of the Fund's
portfolio. The responsibility for making decisions to buy, sell or hold a
particular security rests with the Investment Adviser, subject to review by the
board of directors of the Fund.

         The Investment Adviser is not dependent on any other party in providing
the investment advisory services required in the management of the Fund. The
Investment Adviser may, however, consider analyses from other various sources,
including broker-dealers with which the Fund does business. The Investment
Adviser is also obligated to perform certain administrative and management
services for the Fund and is obligated to provide all of the office space,
facilities, equipment and personnel necessary to perform its duties under the
Advisory Agreement.

Code of Ethics

         The Fund and the Investment Adviser have adopted a Code of Ethics under
Rule 17j-1 of the Investment Company Act of 1940. This Code of Ethics permits
personnel subject to its provisions to invest in securities, including
securities that may be purchased or held by the Fund. The Code of Ethics may be
reviewed and copied at the Commission's Public Reference Room in Washington,
D.C. Information on the operation of the Public Reference Room may be obtained
by calling the Commission at 1-202-942-8090. The Code of Ethics is also
available on the EDGAR Database on the Commission's internet site at
http://www.sec.gov. Copies of the Code of Ethics may be obtained, after paying a
duplicating fee, by electronic request at: publicinfo@sec.gov or by writing the
Commission's Public Reference Section, Washington, D.C. 20549-0102.

Advisory Fee

         For the services provided by the Investment Adviser under the Advisory
Agreement, the Fund will pay to the Investment Adviser a monthly advisory fee at
an annual rate of three-quarters of one percent (0.75%) of the weekly net assets
of the Fund. However, if the weekly net assets of the Fund are below $3,800,000,
then no advisory fee is paid or accrued by the Fund to the Investment Adviser
for that month. The Investment Adviser and its predecessor NAIC waived the
advisory fee from the Fund's inception through 1997, collected 25% of the fee
($35,883) in 1998, 50% of the fee




                                       7
<PAGE>

($80,336) in 1999, and 75% of the fee ($139,978) in 2000. The Investment Adviser
collected all of the fee in 2001($182,924) and has advised the Fund it intends
to collect all of the fee thereafter.

Payment of Expenses

         In addition to the advisory fee, the Fund pays all of the other costs
and expenses of its operation. These include, among other things, expenses for
legal and auditing services, costs of printing proxies, stock certificates and
shareholder reports, charges of the custodian and transfer agent, Commission
filing fees, fees and expenses of unaffiliated directors, accounting and pricing
costs, membership fees and trade association dues, insurance, interest,
brokerage costs, taxes, stock exchange listing fees and expenses, expenses of
qualifying the Fund's shares for sale in various states, and other miscellaneous
expenses properly payable by the Fund. The Advisory Agreement provides that the
Fund may not incur annual aggregate expenses in excess of 2% of the first
$10,000,000 of the Fund's net assets, 1.5% of the next $20,000,000 of the net
assets, and 1% of the remaining net assets of the Fund for any fiscal year. Any
excess expenses are the responsibility of the Investment Adviser, and the pro
rata portion of the estimated annual excess expenses is offset against the
Investment Adviser's monthly advisory fee. In the event such amount exceeds the
advisory fee payable in any month, no fees are collected by the Investment
Adviser at such time.

         The Fund will pay all sales charges and expenses of this offering
directly from the general assets of the Fund. These costs will not be considered
an expense of the Fund for purposes of the expense limitations of the Advisory
Agreement.

Duration and Termination; Approval

         The Advisory Agreement became effective on July 2, 1990. It has been
approved by a vote of the majority of the Board of Directors of the Fund and by
the vote of a majority of the Directors who are not parties to the Advisory
Agreement or interested persons of any such party (as defined in the 1940 Act).
The Advisory Agreement will continue in effect only so long as such continuance
is specifically approved at least annually by the Board of Directors of the Fund
or by a vote of the majority of the outstanding voting securities of the Fund.
Under the 1940 Act, this is the vote (a) of 67% or more of the shares of the
Fund present at an annual or special meeting if the holders of more than 50% of
the outstanding shares are present or represented by proxy, or (b) of more than
50% of the outstanding shares, whichever is less. The Advisory Agreement is not
assignable. The Advisory Agreement may be terminated at any time without the
payment of any penalty by the Board of Directors of the Fund or by a vote of the
majority of the outstanding voting securities of the Fund. The Investment
Adviser may terminate the Advisory Agreement upon sixty days written notice to
the Fund.

         The continuance of the Advisory Agreement has been approved annually by
the Board of Directors of the Fund since its inception. It was last approved by
the Board of Directors of the Fund at its meeting on December 6, 2001. The Board
of Directors, in approving the continuance of the Advisory Agreement, took into
consideration that the Investment Adviser principally uses the NAIC's investment
principles and the methodology of the NAIC's stock study program in advising the
Fund, which is consistent with the Fund's investment objective. The Board of
Directors also regularly reviews the performance of the Fund in comparison to
other closed end growth funds and based upon this review, and taking into
account the amount of the advisory fee, has determined that it is in the best
interest of the Fund to continue the Advisory Agreement.

Use of Name

         The National Association of Investors Corporation ("NAIC"), the
predecessor to the Investment Adviser, has become well known through its
educational activities and publications. The Fund had no prior operating history
and therefore at the time of the initial public offering of the Fund's shares
was not well known. As a result, NAIC consented to allow the Fund to use NAIC as
part of the Fund's name. The Fund acknowledges that NAIC may withdraw from the
Fund the use of its name. However, if it does so, the Investment Adviser has
agreed to submit the question of continuing the Investment Advisory Agreement to
a vote of the Fund's shareholders at that time. Pursuant to the Advisory
Agreement NAIC may grant the use of its name in whole or in part to another
investment company or business enterprise. However, the Investment Adviser has
agreed to submit the question of continuing the Advisory Agreement to the vote
of the Fund's shareholders at that time.




                                       9
<PAGE>

                  DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

         The Fund's Dividend Reinvestment and Cash Purchase Plan (the "Plan")
allows participating shareholders to reinvest all dividends and capital gain
distributions in additional shares of the Fund. The Plan also allows
participants to make optional cash investments monthly through American Stock
Transfer & Trust Company, the Plan Agent, in amounts ranging from a minimum of
$50 to a maximum of $1,000. With the Fund's permission, participating
shareholders may also make optional cash investments in excess of the monthly
maximum. Shares purchased by Plan Participants in connection with the
reinvestment of dividends or optional cash investments may be issued by the Fund
if the Fund's shares are trading at a premium to net asset value. If the Fund's
shares are trading at a discount to net asset value, shares purchased under the
Plan will be purchased on the open market. Shares issued by the Fund under the
Plan will be issued at the greater of (i) net asset value or (ii) a discount of
5% to the market price. Shareholders in the Fund may elect to participate in the
Plan by notifying American Stock Transfer & Trust Company, P.O. Box 922, Wall
Street Station, New York, New York 10038. Additional information about the Plan
may be obtained from the Fund at (877) 275-6242, extension 331. For additional
information, See "Dividend Reinvestment and Cash Purchase Plan" in the
Prospectus.

             CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

         Standard Federal Bank N.A. ("SFB") acts as Custodian for the Fund. SFB
is a national banking association whose address is 2600 West Big Beaver Road,
Troy, Michigan 48084. American Stock Transfer & Trust Company acts as the
Transfer Agent and Dividend Disbursing Agent for the Fund. American Stock
Transfer & Trust Company's address is P.O. Box 922, Wall Street Station,
New York, New York 10038.

                         INDEPENDENT PUBLIC ACCOUNTANTS

         The annual financial statements included in and incorporated by
reference in the Prospectus and Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto. Arthur Andersen LLP did not perform any other services for the Fund
during the year ending December 31, 2001. Plante & Moran, LLP replaced Arthur
Andersen LLP as the Fund's independent certified public accountants effective
May 9, 2002.

                      PORTFOLIO TRANSACTIONS AND BROKERAGE

         Subject to the policies established by the Board of Directors of the
Fund, the Investment Adviser is primarily responsible for the execution of the
Fund's portfolio transactions and the allocation of brokerage. In executing such
transactions, the Investment Adviser seeks to obtain the most favorable
execution and price taking into account such factors as price, size of order,
difficulty of execution and operation of facilities of the firm involved and the
firm's risk in positioning a block of securities.

         The Investment Adviser and the Fund have no obligations to deal with
any broker or group of brokers in executing transactions in portfolio
securities. The Investment Adviser is also authorized to consider, in selecting
brokers or dealers with which such orders may be placed, certain statistical,
research and other information or services furnished to the Investment Adviser
by brokers or dealers (the terms "statistical, research and other information or
services" include advice as to the value of securities and the responsibility of
investing in, purchasing, or selling securities; the availability of securities
or purchasers or sellers of securities; and the furnishing of analyses and
reports concerning issuers, industries, securities, economic factors and trends,
and portfolio strategy in the performance of accounts). The Investment Adviser
may pay a broker a commission in excess of that which another broker might
charge in recognition of the value of the statistical, research and other
information provided by such broker.

         The Investment Adviser also makes recommendations as to the manner in
which voting rights, rights to consent to corporate action, or other rights
pertaining to the Fund's portfolio securities will be exercised.

         A substantial portion of the securities in which the Fund invests may
be traded in the over-the-counter markets, and the Fund deals directly with the
dealers who make markets in the securities involved, except in those
circumstances where better prices and execution are available elsewhere. Under
the 1940 Act, persons affiliated with the Fund are prohibited from dealing with
the Fund as principal in the purchase and sale of securities. Since transactions
in the over-the-counter market usually involve transactions with dealers acting
as principal for their own account, the Fund does not deal with affiliated
persons in connection with such transactions. However, affiliated persons of the
Fund may serve as its broker in the over-the-counter market and other
transactions conducted on an agency basis.




                                       10
<PAGE>



         The Board of Directors of the Fund has adopted certain policies
incorporating the standards of Rule 17e-1 issued by the Commission under the
1940 Act, which require that the commissions paid to affiliates of the Fund, or
to affiliates of such persons, must be reasonable and fair compared to the
commissions, fees or other remuneration received or to be received by other
brokers in connection with comparable transactions involving similar securities
during a comparable period of time. The rule and procedures also contain review
requirements and require the Investment Adviser to furnish reports to the Board
of Directors of the Fund and to maintain records in connection with such
reviews. After consideration of all factors deemed relevant, the Board of
Directors of the Fund will consider from time to time whether the advisory fee
will be reduced by all or a portion of the brokerage commission given to brokers
that are affiliated with the Fund.

         The aggregate dollar amount of brokerage commissions paid by the Fund
during the fiscal years ending December 31, 1999, 2000, 2001 was $15,053,
$19,294 and $5,884, respectively. The lower amount of brokerage commissions paid
in 2001 was primarily due to a decrease in the Fund's portfolio turnover rate.
During the Fund's fiscal year ending December 31, 2001, 100% of the brokerage
commissions paid by the Fund were paid to Broker Dealer Financial Services Corp.
("BDFSC"), the Fund's principal underwriter, for 100% of the Fund's aggregate
dollar amount of transactions involving the payment of commissions effected
through such broker such year.

         The rate of total portfolio turnover of the Fund through its fiscal
year ending December 31, 2001 was 1.77%.

                                    TAXATION

Other Tax Consequences

         In addition to the federal income tax consequences described in the
Prospectus applicable to an investment in the Fund, the Fund may be subject to
state or local taxes in jurisdictions in which the Fund may be deemed to be
doing business. Also, there may be other federal, state, or local tax
considerations applicable to the circumstances of a particular investor.
Prospective shareholders are therefore urged to consult their tax advisers with
respect to the effects of this investment on their own tax situation.

                              FINANCIAL STATEMENTS

         The Fund's statement of assets and liabilities, including the portfolio
of investments, as of December 31, 2001, and the related statement of operations
for the year then ended, the statements of changes in net assets for each of the
two years in the period then ended, and the financial highlights for the last
five years, are hereby incorporated by reference to the Fund's Annual Report to
Shareholders for the year ended December 31, 2001.

         The Fund's statement of assets and liabilities, including the portfolio
of investments, as of June 30, 2002, and the related statement of operations for
the period then ended, the statements of changes in net assets for the period
then ended, and the financial highlights for the period then ended, are hereby
incorporated by reference to the Fund's Semi-Annual Report to Shareholders for
the period ended June 30, 2002.







                                       11
<PAGE>
                           PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

         (1)      Financial Statements

                  Contained in Part A:

                  Financial Highlights for the years ended December 31, 2001,
                  2000, 1999, 1998, 1997, 1996, 1995, 1994, 1993, and 1992.

                  Contained in Part B:

                  Financial Statements are incorporated in Part B by reference
                  to the Registrant's December 31, 2001 Annual Report and
                  Semi-Annual Report for the period ended June 30, 2002.

         (2) Exhibits

                  (a)      Articles of Incorporation, as amended (incorporated
                           by reference to Exhibit 1 to the Registrant's Form
                           N-2 Registration Statement, Securities Act
                           Registration No. 33-28506, Investment Company Act
                           File No. 811-5807, Amendment No. 1, dated July 14,
                           1990).
                  (b)      By-laws, as amended
                  (c)      Not Applicable
                  (d)      Not Applicable
                  (e)      Dividend Reinvestment and Cash Purchase Plan
                           (incorporated by reference to Exhibit 1OA to the
                           Registrant's Form N-2 Registration Statement,
                           Securities Act Registration No. 33-38825, Investment
                           Company Act File No. 811-5807, Amendment No. 1, dated
                           March 29, 1991)
                  (f)      Not Applicable
                  (g)      Investment Advisory Agreement between the Fund and
                           the Investment Adviser (incorporated by reference to
                           Exhibit (g) to the Registrant's Form N-2 Registration
                           Statement, Securities Act Registration No. 33-38825,
                           Post-Effective Amendment No. 1, Investment Company
                           Act File No. 811-5807, Amendment No. 7, dated August
                           3, 1993)
                  (h)(i)   Form of Underwriting Agreement by and among the Fund,
                           the Investment Adviser, NAIC and BDFSC
                     (ii)  Form of Selected Dealer Agreement.
                  (i)      Not Applicable
                  (j)      Custodial Agreement between the Fund and Standard
                           Federal Bank, N.A., as successor to Michigan National
                           Bank
                  (k)      Form of Escrow Agreement
                  (1)      Opinion of Bodman, Longley & Dahling LLP regarding
                           legality of the securities being offered and consent
                           (to be filed by amendment).
                  (m)      Not Applicable
                  (n)      Consent of Arthur Andersen LLP (to be filed by
                           amendment).
                  (o)      Not applicable
                  (p)      Not Applicable
                  (q)      Not Applicable
                  (r)      Code of Ethics of NAIC Growth Fund, Inc. and Growth
                           Fund Advisor, Inc.


Item 25. Marketing Arrangements

         None.

Item 26. Other Expenses of Issuance and Distribution

         The following table sets forth the estimated expenses expected to be
incurred in connection with the offering described in this Registration
Statement:

         Registration fees                                     $4,591
         Trustees' and transfer agents' fees                   $
                                                                ------
         Printing and engraving                                $
                                                                ------
         Fees and expenses of qualification under
         state securities laws (excluding fees
         of counsel)
                                                               $
                                                                ------
         Accounting fees and expenses                          $
                                                                ------
         Legal fees and expenses                               $
                                                                ------

         NASD filing fees                                      $ 5,490

         Chicago Stock Exchange
         listing fee                                           $
                                                                ------
         Miscellaneous                                         $
                                                                ------

                                      C-1
<PAGE>



         Total                                                 $
                                                                ------

Item 27. Persons Controlled by or Under Common Control

         Not applicable.

Item 28. Number of Holders of Securities

         Title of Class                      Number of Record Holders

         Common stock, $0.001 par value                      2241
                  2,256,003                  as of September 5, 2002

Item 29. Indemnification.

         The Maryland General Corporation Law ("MGCL") of the State of Maryland
provides in general that a Maryland corporation, such as the Fund, may indemnify
any director made a party to any proceeding by reason of service as a director
unless it is established that the act or omission was material and was committed
in bad faith or was the result of active dishonesty; the director received an
improper personal benefit; or in the case of any criminal proceeding, the
director had reasonable cause to believe that the act or omission was unlawful.
Indemnification may be against judgments, penalties, fines, settlements, and
reasonable expenses actually incurred by the director in connection with the
proceeding. However, in the case of an action by or in the right of the
corporation, indemnification may not be made if the director has been adjudged
to be liable to the corporation. The MGCL also generally permits the advancement
of reasonable expenses, including payments authorized by a charter or bylaw
provision. In general, an officer of the corporation is entitled to
indemnification and advancement of expenses to the same extent as a director.

         Under Article XII of the Registrant's Articles of Incorporation and
Article XIII of the Registrant's Bylaws, any past or present director, officer,
employee or agent of the Registrant will be indemnified, and will be advanced
expenses to the fullest extent permitted by law, but not in violation of Section
17(h) of the Investment Company Act of 1940. Article VIII of the Investment
Advisory Agreement between the Registrant and the Investment Adviser provides
that the Investment Adviser shall not be liable for any error in judgment or
mistake of law or for any loss arising out of any investment or any act or
omission in the execution and management of the Registrant or its portfolio of
securities, except for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties hereunder.

         Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising on
the part of the Fund out of its foregoing indemnification provisions, subject to
certain exclusions and to the policy limits.

         The Fund and Investment Adviser have jointly and severally agreed to
indemnify Broker Dealer Financial Services Corp. against certain liabilities in
connection with the offering of shares in the Fund, including liabilities under
the Securities Act of 1933, as amended, or to contribute to payments that BDFSC
may be required to make in respect thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court or appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Item 30. Business and Other Connections of Investment Adviser

         Growth Fund Advisor, Inc. (the "Investment Adviser") was organized on
March 31, 1999 and has not been engaged in any business activities other than
acting as investment adviser to the Fund.

         The following is a list of each officer and director of the Investment
Adviser indicating each business, profession, vocation or employment of a
substantial nature in which each such person has been engaged since January 1,
1999, for his own account or in the capacity of a director, officer, employee,
partner or trustee.


<TABLE>
<CAPTION>

           NAME                    POSITION WITH                OTHER SUBSTANTIAL BUSINESS, PROFESSION,
                                 INVESTMENT ADVISER                       VOCATION OR EMPLOYMENT
<S>                        <C>                                  <C>
Thomas E. O'Hara           Chairman Emeritus of the Board         Chairman Emeritus of the Board and Trustee
                                                                  of NAIC, 711 West Thirteen Mile Road,
                                                                  Madison Heights, Michigan 48071

Kenneth S. Janke, Sr.      Chairman, Chief Executive Officer      Chairman and Trustee of NAIC, 711 West
                           and Director                           Thirteen Mile Road, Madison Heights,
                                                                  Michigan 48071

Lewis A. Rockwell          Secretary and Director                 Attorney and Counsel to the law firm of
                                                                  Bodman, Longley & Dahling LLP, 100
                                                                  Renaissance Center, 34th Floor, Detroit,
                                                                  Michigan 48243

</TABLE>

Item 31. Location of Accounts and Records



                                      C-2
<PAGE>






                  (a)      American Stock Transfer & Trust Company, P.O. Box
                           922, Wall Street Station, New York, New York 10038
                           (records relating to dividend disbursing agent and
                           transfer agent);

                  (b)      Standard Federal Bank N.A., 2600 West Big Beaver
                           Road, Troy, Michigan 48084 (records relating to
                           custodian);

                  (c)      Growth Fund Advisor, Inc., 711 West Thirteen Mile
                           Road, Madison Heights, Michigan 48071 (records
                           relating to functions as Investment Adviser); and

                  (d)      Bodman, Longley & Dahling LLP, 100 Renaissance
                           Center, 34th Floor, Detroit, Michigan 48243
                           (Registrant's Articles of Incorporation, By-Laws and
                           Minute Books).

Item 32. Management Services

         Except as described in Part A of this Registration Statement under the
caption "Investment Advisory Agreement," the Registrant is not a party to any
management-related service contract.

Item 33. Undertakings

         1.       The Registrant undertakes to suspend offering of its shares
                  until it amends its prospectus if (1) subsequent to the
                  effective date of this Registration Statement, the
                  Registrant's net asset value declines more than 10 percent
                  from its net asset value as of the effective date of the
                  Registration Statement or (2) the net asset value increases to
                  an amount greater than its net proceeds as stated in the
                  prospectus.

         2.       The Registrant undertakes:

                  a. to file, during any period in which offers or sales are
being made, a post-effective amendment to the registration statement:

                           (1) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                           (2) to reflect in the prospectus any facts or events
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and

                           (3) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement.

                  b. that, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of those securities at that time shall be deemed to be the initial bona
fide offering thereof; and

                  c. to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         3.       The Registrant undertakes to send by first class mail or other
means designed to ensure equally prompt delivery, within two business days of
receipt of a written or oral request, any Statement of Additional Information.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Madison Heights and State of Michigan on the 17th day
of September, 2002.

                            NAIC GROWTH FUND, INC.


                            By:       /s/Kennth S. Janke
                                     ------------------------------------
                                     Kenneth S. Janke
                            Its:     President and Treasurer



         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates listed.




                                                  *
                            ---------------------------------------------------
                            Thomas E. O'Hara, Director and Chairman
                            Date: September 17, 2002


                                      /s/ Kenneth S. Janke
                            ---------------------------------------------------
                            Kenneth S. Janke, Director, President and Treasurer
                            Date: September 17, 2002





<PAGE>




                                           *
                            ---------------------------------------------------
                            Lewis A. Rockwell, Director and Secretary
                            Date: September 17, 2002


                                           *
                            ---------------------------------------------------
                            Peggy L. Schmeltz, Director
                            Date: September 17, 2002


                                           *
                            ---------------------------------------------------
                            Luke E. Sims, Director
                            Date: September 17, 2002



                                           *
                            ---------------------------------------------------
                            Carl A. Holth, Director
                            Date: September 17, 2002


                                           *
                            ---------------------------------------------------
                            Benedict J. Smith, Director
                            Date: September 17, 2002


                                           *
                            ---------------------------------------------------
                            James M. Lane, Director
                            Date: September 17, 2002

*By his signature below, Kenneth S. Janke, pursuant to duly executed powers of
attorney filed with the Securities and Exchange Commission, has signed this
Registration Statement on Form N-2 on September 17, 2002 on behalf of the
above-listed persons designated by asterisks, in the capacities set forth by
their respective names.

                                              /s/ Kenneth S.  Janke
                                             -----------------------------------
                                              Kenneth S. Janke, Attorney-in-Fact


<PAGE>



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS: That the undersigned officers and directors of
NAIC Growth Fund, Inc., a Maryland corporation (the "Fund"), do hereby
constitute and appoint Thomas E. O'Hara, Kenneth S. Janke, Lewis A. Rockwell,
and each of them, the lawful attorneys and agents or attorney and agent, with
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933 as amended, and the Investment Company Act of 1940,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with a Registration Statement on Form N-2
relating to the offer and sale of 5,000,000 shares of common stock of the Fund.
Without limiting the generality of the foregoing power and authority, the powers
granted include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to the Registration
Statement, to any and all amendments, both pre-effective and post-effective, and
supplements to the Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with the Registration Statement or
amendments or supplements thereto, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents or any of them shall do or cause
to be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated by his or her name.

       /s/ Thomas E. O'Hara
- ----------------------------------------------------
Thomas E. O'Hara, Director and Chairman
Date: April 18, 2002


       /s/ Kenneth S. Janke
- ----------------------------------------------------
Kenneth S. Janke, Director, President and Treasurer
Date: April 18, 2002


       /s/ Lewis A. Rockwell
- ----------------------------------------------------
Lewis A. Rockwell, Director and Secretary
Date: April 18, 2002


       /s/ Peggy L. Schmeltz
- ----------------------------------------------------
Peggy L. Schmeltz, Director
Date: April 18, 2002


      /s/ Luke E. Sims
- ----------------------------------------------------
Luke E. Sims, Director
Date: April 18, 2002


      /s/ Carl A. Holth
- ----------------------------------------------------
Carl A. Holth, Director
Date: April 18, 2002


      /s/ Benedict J. Smith
- ----------------------------------------------------
Benedict J. Smith, Director
Date: April 18, 2002


      /s/ James M. Lane
- ----------------------------------------------------
James M. Lane, Director
Date: April 18, 2002



<PAGE>



                                  EXHIBIT INDEX

         (a)      Articles of Incorporation, as amended (incorporated by
                  reference to Exhibit 1 to the Registrant's Form N-2
                  Registration Statement, Securities Act Registration No.
                  33-28506, Investment Company Act File No. 811-5807, Amendment
                  No. 1, dated July 14, 1990).
         (b)      By-laws, as amended
         (c)      Not Applicable
         (d)      Not Applicable
         (e)      Dividend Reinvestment and Cash Purchase Plan (incorporated by
                  reference to Exhibit 1OA to the Registrant's Form N-2
                  Registration Statement, Securities Act Registration No.
                  33-38825, Investment Company Act File No. 811-5807, Amendment
                  No. 1, dated March 29, 1991)
         (f)      Not Applicable
         (g)      Investment Advisory Agreement between the Fund and the
                  Investment Adviser (incorporated by reference to Exhibit (g)
                  to the Registrant's Form N-2 Registration Statement,
                  Securities Act Registration No. 33-38825, Post-Effective
                  Amendment No. 1, Investment Company Act File No. 811-5807,
                  Amendment No. 7, dated August 3, 1993)
         (h)(i)   Form of Underwriting Agreement by and among the Fund, the
                  Investment Adviser, NAIC and BDFSC
            (ii)  Form of Selected Dealer Agreement.
         (i)      Not Applicable
         (j)      Custodial Agreement between the Fund and Standard Federal
                  Bank, N.A., as successor to Michigan National Bank
         (k)      Form of Escrow Agreement
         (1)      Opinion of Bodman, Longley & Dahling LLP regarding legality of
                  the securities being offered and consent (to be filed by
                  amendment).
         (m)      Not Applicable
         (n)      Consent of Arthur Andersen LLP (to be filed by amendment).
         (o)      Not applicable
         (p)      Not Applicable
         (q)      Not Applicable
         (r)      Code of Ethics of NAIC Growth Fund, Inc. and Growth Fund
                  Advisor, Inc.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.B
<SEQUENCE>3
<FILENAME>k71799exv99wb.txt
<DESCRIPTION>BY-LAWS
<TEXT>
<PAGE>
                                                                       EXHIBIT B




                             NAIC GROWTH FUND, INC.

                                INDEX TO BY-LAWS

<TABLE>
<CAPTION>

                                                                                                  PAGE
                                                                                                  ----

<S>                                                                                               <C>
ARTICLE I   Offices..................................................................................1
  1.01   Principal Office............................................................................1
  1.02   Other Offices...............................................................................1

ARTICLE II   Seal....................................................................................1
  2.01   Seal .......................................................................................1

ARTICLE III   Capital Stock..........................................................................1
  3.01   Issuance of Shares..........................................................................1
  3.02   Certificate for Shares......................................................................1
  3.03   Transfer of Shares..........................................................................2
  3.04   Registered Shareholders.....................................................................2
  3.05   Lost or Destroyed Certificates..............................................................2
  3.06   Lien .......................................................................................2
  3.07   Stock Ledger................................................................................2
  3.08   Regulations.................................................................................3

ARTICLE IV   Shareholders and Meetings of Shareholders...............................................3
  4.01   Place of Meetings...........................................................................3
  4.02   Annual Meeting..............................................................................3
  4.03   Special Meetings............................................................................3
  4.04   Notice of Meetings..........................................................................3
  4.05   Record Dates................................................................................4
  4.06   List of Shareholders........................................................................4
  4.07   Quorum......................................................................................4
  4.08   Proxies.....................................................................................4
  4.09   Inspectors of Election......................................................................4
  4.10   Voting......................................................................................5
  4.11   Shareholder Action Without a Meeting........................................................5

ARTICLE V   Directors................................................................................5
  5.01   General Powers..............................................................................5
  5.02   Number of Qualifications....................................................................5
  5.03   Term of Office..............................................................................5
  5.04   Removal.....................................................................................6
  5.05   Vacancies...................................................................................6
  5.06   First Meetings..............................................................................6
  5.07   Regular Meetings............................................................................6
  5.08   Special Meetings............................................................................6
  5.09   Quorum, Required Vote, and Adjournment......................................................6
  5.10   Consent of Directors in Lieu of Meeting.....................................................6

</TABLE>

                                        i

<PAGE>


<TABLE>
<S>                                                                                                 <C>
  5.11   Participation -- Meeting by Telephone.......................................................6
  5.12   Executive and Other Committees..............................................................7
  5.13   Dissents....................................................................................7
  5.14   Compensation................................................................................8

ARTICLE VI   Notices, Waivers of Notice and Manner of Acting.........................................8
  6.01   Notices.....................................................................................8
  6.02   Waiver of Notice............................................................................8

ARTICLE VII   Officers...............................................................................8
  7.01   Number......................................................................................8
  7.02   Term of Office, Resignation and Removal.....................................................8
  7.03   Vacancies...................................................................................9
  7.04   Authority...................................................................................9
  7.05   Salaries....................................................................................9

ARTICLE VIII   Duties of Officers....................................................................9
  8.01   Chairman of the Board.......................................................................9
  8.02   President...................................................................................9
  8.03   Vice President..............................................................................9
  8.04   Secretary...................................................................................9
  8.05   Treasurer...................................................................................9
  8.06   Assistant Secretaries and Treasurers.......................................................10

ARTICLE IX   Investment Restrictions................................................................10
  9.01   Investment and Other Restrictions..........................................................10

ARTICLE X  Investment Adviser.......................................................................10
  10.01  Investment Adviser.........................................................................10

ARTICLE XI   Special Corporate Acts.................................................................11
  11.01  Orders for Payment of Money................................................................11
  11.02  Contracts and Conveyances..................................................................11

ARTICLE XII   Books and Records.....................................................................11
  12.01  Maintenance of Books and Records...........................................................11
  12.02  Reliance on Books and Records..............................................................11

ARTICLE XIII   Indemnification......................................................................12
  13.01  Non-Derivative Actions.....................................................................12
  13.02  Derivative Action..........................................................................12
  13.03  Mandatory Indemnification..................................................................13
  13.04  Determination that Indemnification is Proper...............................................13
  13.05  Expense Advance............................................................................14
  13.06  Exclusivity of By-Laws.....................................................................14
  13.07  Former Directors and Officers..............................................................14
  13.08  Insurance..................................................................................14

</TABLE>

                                       ii
<PAGE>


<TABLE>
<S>                                                                                                 <C>
ARTICLE XIV   Amendments............................................................................14
  14.01  By the Stockholders........................................................................14
  14.02  By the Directors...........................................................................15

ARTICLE XV   Fiscal Year............................................................................15
  15.01  Fiscal Year................................................................................15

ARTICLE XVI   Auditors..............................................................................15
  16.01  Auditor....................................................................................15

</TABLE>

                                      iii
<PAGE>

                                    BY-LAWS

                                       OF

                             NAIC GROWTH FUND, INC.


                                    ARTICLE I

                                     OFFICES

                  1.01 Principal Office. The principal office of the Corporation
shall be at such place within the State of Maryland as the Board of Directors
shall determine from time to time.

                  1.02 Other Offices. The Corporation may also have offices at
such other places as the Board of Directors from time to time determines or the
business of the Corporation requires.


                                   ARTICLE II

                                      SEAL

                  2.02 Seal. The Corporation shall have a seal in such form as
the Board of Directors may from time to time determine. The seal may be used by
causing it or a facsimile to be impressed, affixed, reproduced or otherwise.


                                   ARTICLE III

                                  CAPITAL STOCK

                  3.01 Issuance of Shares. The shares of capital stock of the
Corporation shall be issued in such amounts, at such times, for such
consideration, and on such terms and conditions as the Board shall deem
advisable, subject to the provisions of the Articles of Incorporation of the
Corporation and the further provisions of these By-Laws, and subject also to any
requirements or restrictions imposed by the laws of the State of Maryland or the
Investment Company Act of 1940, as amended.

                  3.02 Certificate for Shares. Unless otherwise provided by the
Board of Directors and permitted by law, the shares of the Corporation may be
represented by certificates signed by the President, a Vice President or the
Chairman of the Board and countersigned by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer of the Corporation, and may
be sealed with the seal of the Corporation or a facsimile thereof; except that
certificates for fractional shares will not be delivered in any case. The
signatures of the officers may be facsimiles if the certificate is
counter-signed by a transfer agent or registered by a registrar other than the
Corporation itself or its employee. In case an officer who has signed or whose
facsimile signature has been placed upon a certificate ceases to be such officer
before the certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer at the


                                       1


<PAGE>


date of issuance. A certificate representing shares shall state upon its face
that the Corporation is formed under the laws of the State of Maryland; the name
of the person to whom it is issued; the number and the class of shares, and the
designation of the series, if any, which the certificate represents; the par
value of each share represented by the certificate, or a statement that the
shares are without par value; and such other provisions as may be required by
the laws of the State of Maryland.

                  3.03 Transfer of Shares. The shares of the capital stock of
the Corporation are transferable only on the books of the Corporation upon
surrender of the certificate therefore, properly endorsed for transfer, and the
presentation of such evidences of ownership and validity of the assignment as
the Corporation may require.

                  3.04 Registered Shareholders. The Corporation shall be
entitled to treat the person in whose name any shares of stock are registered as
the owner thereof for purposes of dividends and other distributions in the
course of business, or in the course of recapitalization, consolidation, merger,
reorganization, sale of assets, liquidation or otherwise and for the purpose of
votes, approvals and consents by the shareholders, and for the purpose of
notices to shareholders, and for all other persons whatever, and shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other claim to or interest in such shares on the part of any
other person, whether or not the corporation shall have notice thereof, save as
expressly required by the laws of the State of Maryland.

                  3.05 Lost or Destroyed Certificates. Upon the presentation to
the Corporation of a proper affidavit attesting the loss, destruction or
mutilation of any certificate or certificates for shares of stock of the
Corporation, the Board of Directors shall direct the issuance of a new
certificate or certificates to replace the certificates so alleged to be lost,
destroyed or mutilated. The Board of directors may require as a condition
precedent to the issuance of new certificates any or all of the following:

                           (a)      Presentation of additional evidence or proof
                                    of the loss, destruction or mutilation
                                    claimed;

                           (b)      Advertisement of loss in such manner as the
                                    Board of Directors may direct or approve;

                           (c)      A bond or agreement of indemnity, in such
                                    form and amount and with such securities, or
                                    without securities as the Board of Directors
                                    may direct or approve; and

                           (d)      The order or approval of a court or judge.

                  3.06 Lien. The Corporation shall have a lien upon all capital
stock and property invested in the Corporation for all debts due to the
Corporation from the owners thereof. The right of the Corporation to such lien
shall be expressly stated on the certificates representing the capital stock in
the Corporation.

                  3.07 Stock Ledger. There shall be maintained a stock ledger
containing the name and address of each stockholder and the number of shares of
stock of each class the


                                       2

<PAGE>



shareholder holds. The stock ledger may be in written form or any other form
which can be converted within a reasonable time into written form for visual
inspection. The original or a duplicate of the stock ledger shall be kept at the
principal office of the Corporation or at any other office or agency specified
by the Board of Directors.

                  3.08 Regulations. The Board of Directors may authorize the
issuance of uncertificated securities if permitted by law. If stock certificates
are issued, the Board of Directors may make any additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the corporation. The Board may appoint, or authorize any officer or
officers to appoint, one or more transfer agents or one or more transfer clerks
and one or more registrars and may require all certificates for shares of stock
to bear the signature or signatures of any of them.


                                   ARTICLE IV

                    SHAREHOLDERS AND MEETING OF SHAREHOLDERS

                  4.01 Place of Meetings. All meetings of shareholders shall be
held at the principal offices of the Corporation or at such other place as shall
be determined by the Board of Directors and stated in the notice of meeting.

                  4.02 Annual Meeting. The annual shareholders meeting shall be
held on the third Thursday of April at 2:00 p.m. commencing with the year 2002.
If that day is a legal holiday, then the next day at 2:00 p.m. Directors shall
be elected at each annual meeting and such other business transacted as may come
before the meeting.

                  4.03 Special Meetings. Special meetings of shareholders may be
called by the Board of Directors, the Chairman of the Board or the President and
shall be called by the Secretary of the Corporation upon the written request of
stockholders entitled to cast at least 10% of all the votes entitled to be cast
at such meeting. A request for a special meeting shall state the purpose of the
meeting and the matters proposed to be acted on at it. The Secretary of the
Corporation shall inform the shareholders who make a request for a special
meeting of the reasonably estimated cost of preparing and mailing a notice of
the meeting and upon payment of these costs to the Corporation, notify each
shareholder entitled to notice of the meeting. Unless requested by shareholders
entitled to cast a majority of all the votes entitled to be cast at the meeting,
a special meeting may not be called to consider any manner which is
substantially the same as a matter voted on at any special meeting of the
shareholders held during the preceding twelve (12) months.

                  4.04 Notice of Meetings. Except as otherwise provided by
statute, written notice of the time, place and purposes of a meeting of
shareholders shall be given no less than ten (10) nor more than ninety (90) days
before the date of the meeting of each shareholder of record entitled to vote at
the meeting, either personally, or by mailing such notice to his last address as
it appears on the books of the Corporation, or by leaving such notice at his
residence or usual place of business. No notice need be given of an adjourned
meeting of the shareholders provided the time and place to which such meeting is
adjourned are announced at the meeting at which the adjournment is taken and at
the adjourned meeting only such business is transacted as

                                       3

<PAGE>

might have been transacted at the original meeting. However, if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each shareholder of record, on the new
record date, entitled to notice as provided in this By-Law.

                  4.05 Record Dates. The Board of Directors, the Chairman of the
Board or the President may fix in advance a date as the record date for the
purpose of determining shareholders entitled to notice of and to vote at a
meeting of shareholders for an adjournment thereof, or to express consent or to
dissent from a proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of a dividend or allotment of a right,
or from the purpose of any other action. The date fixed shall not be more than
sixty (60) nor less than ten (10) days before the date of the meeting, nor more
than sixty (60) days before any other action. However, the stock transfer books
of the Corporation shall not be closed for a period longer than twenty (20)
days. In such case, only such shareholders as shall be entitled to notice of and
to vote at such meeting or adjustment thereof, or to express consent or to
dissent from such proposal, or to receive payment of such dividend or to receive
such allotment of rights, or to participate in any other action, as the case may
be, notwithstanding any transfer of any stock on the books of the Corporation,
or otherwise, after such record date. Nothing in this By-Law shall affect the
rights of a shareholder and his transferee or transferor as between themselves.

                  4.06 List of Shareholders. The Secretary of the Corporation or
the agent of the Corporation shall make and certify a complete list of the
shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof. The list shall be arranged alphabetically within each class and series,
with the address of, and the number of shares held by, each shareholder during
the whole time of the meeting; and be prima facie evidence as to who are the
shareholders entitled to examine the list or vote at the meeting.

                  4.07 Quorum. Unless a greater or lesser quorum is required in
the Articles of Incorporation or by the laws of the State of Maryland, the
shareholders present at a meeting in person or by proxy who, as of the record
date for such meeting, were holders of a majority of the outstanding shares of
the Corporation entitled to vote at the meeting shall constitute a quorum at the
meeting. Whether or not a quorum is present, a meeting of shareholders may be
adjourned by a vote of the shares present in person or by proxy. When the
holders of a class or series of shares are entitled to vote separately on an
item of business, this By-Law applies in determining the presence of a quorum of
such class or series for transaction of such item of business.

                  4.08 Proxies. A shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
other persons to act for him by proxy. A proxy shall be signed by the
shareholder or his authorized agent or representative and shall not be valid
after the expiration of three (3) years from its date unless otherwise provided
in the proxy. A proxy is revocable at the pleasure of the shareholder executing
it except as otherwise provided by the laws of the State of Maryland.

                  4.09 Inspectors of Election. The Board of Directors, in
advance of a shareholders' meeting, may, and on request of one or more
shareholders entitled to vote thereat who together are, and for at least six (6)
months have been, shareholders of at least five (5%) percent of the outstanding
stock of the Corporation, shall appoint one or more inspectors. In case




                                       4
<PAGE>
a person appointed fails to appear to act, the vacancy may be filled by
appointment made by the Board of Directors in advance of the meeting or at the
meeting by the person presiding thereat. If appointed, the inspectors shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum and the validity
and effect of proxies, and shall receive votes, ballots or consents, hear and
determine challenges or consents, determine the result, and do such acts as are
proper to conduct the election or vote with fairness to all shareholders. On
request of the person presiding at the meeting or a shareholder entitled to vote
thereat, the inspectors shall make and execute a written report to the person
presiding at the meeting of any of the facts found by them and matters
determined by them. The report shall be prima facie evidence of the facts stated
and the vote as certified by the inspectors.

                  4.10 Voting. Each outstanding share is entitled to one vote on
each matter submitted to a vote, unless otherwise provided in the Articles of
Incorporation. Votes shall be cast in writing and signed by the shareholder or
his proxy. When an action, other than the election of directors, is to be taken
by a vote of the shareholders, it shall be authorized by a majority of the votes
cast by the holders of shares entitled to vote thereon, unless a greater
plurality is required by the Articles of Incorporation or the laws of the State
of Maryland. Except as otherwise provided by the Articles of Incorporation,
directors shall be elected by a plurality of the votes cast at any election.

                  4.11 Shareholder Action Without a Meeting. Any action required
or permitted to be taken at a meeting of shareholders may be taken without a
meeting if the following are filed with the records of shareholder meeting:

                           (a)      A unanimous written consent which sets forth
                                    the action and is signed by each shareholder
                                    entitled to vote on the matter; and

                           (b)      A written waiver of any right to dissent
                                    signed by each shareholder entitled to
                                    notice of the meeting but not entitled to
                                    vote at it.


                                   ARTICLE V

                                   DIRECTORS

                  5.01 General Powers. The business of the Corporation shall be
managed by the Board of Directors, except as otherwise provided by statute or by
the Articles of Incorporation.

                  5.02 Number of Qualifications. The number of directors which
shall constitute the whole Board shall not be less than five (5) nor more than
twelve (12), the number thereof to be determined and fixed by the Board of
Directors. Directors need not be shareholders.

                  5.03 Term of Office. Except as provided elsewhere in these
By-Laws and the Articles of Incorporation, directors shall be elected at the
annual meeting of the shareholders and each director shall serve for one (1)
year or until his successor shall be elected or until his resignation or
removal.






                                       5
<PAGE>



                  5.04 Removal. The stockholders may at any time at a meeting
expressly called for that purpose, remove any or all of the directors, with or
without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors. No director may be removed when
the votes cast against his removal would be sufficient to elect him if voted
cumulatively at an election at which the same total number of votes were cast
and the entire Board were then being elected.

                  5.05 Vacancies. Vacancies and newly created directorships
resulting from any vacancies in the authorized number of directors may be filled
by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director.

                  5.06 First Meetings. The first meeting of each newly elected
Board of Directors may be held without notice immediately after the annual
meeting of the stockholders for the purpose of the organization of the Board,
the election of officers, and the transactions of such other business as may
properly come before the meeting.

                  5.07 Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such times and at such places, within or
without the State of Maryland, as shall from time to time be determined by the
Board.

                  5.08 Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President and shall
be called by the Secretary on the written request of three (3) directors. Such
meetings shall be held at such time and at such places, within or without the
State of Maryland, as shall be determined by the officer or by the directors
requesting the meeting. Notice of the time and place thereof shall be mailed to
each director, addressed to him at his address as it appears on the records of
the Corporation, at least two (2) days before the date on which the meeting is
to be held. Such notice need not state the purposes of the meeting. Attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except when the director attends for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

                  5.09 Quorum, Required Vote, and Adjournment. The presence, at
any meeting, of a majority of the total number of directors then in office,
shall be necessary and sufficient to constitute a quorum for the transaction of
business. Except as otherwise required by statute or by the Articles of
Incorporation, the vote of a majority of the directors present at a meeting at
which a quorum is present, shall be the act of the Board of Directors. In the
absence of a quorum, a majority of the directors present at the time and place
of any meeting may adjourn such meeting from time to time until a quorum is
present.

                  5.10 Consent of Directors in Lieu of Meeting. Any action
required or permitted to be taken at any meeting of the Board of Directors or
any committee thereof may be taken without a meeting if all the members of the
Board or committee consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board or committee.

                  5.11 Participation -- Meeting by Telephone. A member of the
Board or any committee thereof may participate in a meeting of such Board or
committee by means of


                                       6

<PAGE>


conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this subsection shall constitute presence in person at such
meeting.

                  5.12 Executive and Other Committees. The Board of Directors
may, by resolution passed by majority of the whole Board, appoint three (3) or
more members of the Board as an executive committee to exercise all powers and
authorities of the Board in management of the business and affairs of the
Corporation, except that the Committee shall not have the power or authority to:

                           (a)      Amend the Articles of Incorporation;

                           (b)      Adopt an Agreement of Merger or
                                    Consolidation;

                           (c)      Recommend to shareholders the sale, lease or
                                    exchange of all or substantially all of the
                                    Corporation's property and assets;

                           (d)      Recommend to shareholders a dissolution of
                                    the Corporation or revocation of a
                                    dissolution;

                           (e)      Recommend to shareholders any action which
                                    requires shareholder approval;

                           (f)      Amend these By-Laws;

                           (g)      Fill vacancies in the Board;

                           (h)      Fix the compensation of the directors for
                                    serving on the Board or on a committee; or

                           (i)      Unless expressly authorized by the Board,
                                    declare a dividend or authorize the issuance
                                    of stock.

         The Board of Directors from time to time may, by like resolution,
appoint such other committees of one or more directors to have such authority as
shall be specified by the Board in the resolution making such appointments. The
Board of Directors may designate one or more directors as alternate members of
any committee who may replace an absent or disqualified member at any meeting
thereof.

                  5.13 Dissents. A director who is present at a meeting of the
Board of Directors, or a committee thereof of which he is a member, at which
action on a corporate matter is taken is presumed to have concurred in that
action unless he announces his dissent at the meeting and his dissent is entered
in the minutes of the meeting or unless he files his written dissent to the
action with the person acting as Secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the Secretary of the
Corporation within twenty-four (24) hours after the adjournment of the meeting.
Such right to dissent does not apply to a director who voted in favor of such
action or who failed to make his dissent known at the meeting. A director who is
absent from a meeting of the Board, or a committee thereof of which





                                       7
<PAGE>

he is a member, at which any such action is taken is presumed to have concurred
in the action unless he files his written dissent with the Secretary of the
Corporation within a reasonable time after he has knowledge of the action.

                  5.14 Compensation. The Board of Directors, by affirmative vote
or a majority of directors in office and irrespective of any personal interest
of any of them, may establish reasonable compensation of directors for services
to the Corporation as directors or officers.


                                   ARTICLE VI

                 NOTICES, WAIVERS OF NOTICE AND MANNER OF ACTING

                  6.01 Notices. All notices of meetings required to be given to
shareholders, directors or any committee of directors may be given by mail,
telegram, radiogram or cablegram to any shareholder, director or committee
member at his last address as it appears on the books of the Corporation. Such
notice shall be deemed to be given at the time when the same shall be mailed or
otherwise dispatched.

                  6.02 Waiver of Notice. Notice of the time, place and purpose
of any meeting of Shareholders, directors or committee of directors may be
waived by telegram, radiogram, cablegram or other writing, either before or
after the meeting, or in such other manner as may be permitted by the laws of
the State of Maryland. However, attendance of a person at any meeting of
shareholders, directors or a committee of directors, who attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened, shall not constitute a waiver of notice.


                                   ARTICLE VII

                                    OFFICERS



                  7.01 Number. The Board of Directors shall elect or appoint a
Chairman of the Board, a President, a Secretary and a Treasurer, and may elect
one or more Vice Presidents, Assistant Secretaries and/or Assistant Treasurers.
The Chairman of the Board and President shall be members of the Board of
Directors. Any two of the above offices, except those of President and Vice
President, may be held by the same person, but no officer shall execute,
acknowledge or verify an instrument in more than one capacity if the instrument
is required by law or the Articles of Incorporation or these By-Laws to be
executed, acknowledged or verified by two (2) or more officers.

                  7.02 Term of Office, Resignation and Removal. An officer shall
hold office for the term for which he is elected or appointed and until his
successor is elected or appointed and qualified, or until his resignation or
removal. An officer may resign by written notice to the Corporation. The
resignation is effective upon its receipt by the Corporation or at subsequent
time specified in the notice of resignation. An officer may be removed by the
Board with or without cause. The removal of an officer shall be without
prejudice to his contract rights, if any. The election or appointment of any
officer does not of itself create contract rights.



                                       8

<PAGE>

                  7.03 Vacancies. The Board of Directors may fill any vacancies
in any office occurring for whatever reason.

                  7.04 Authority. All officers, employees and agents of the
Corporation shall have such authority and perform such duties in the conduct and
management of the business and affairs of the Corporation as may be designated
by the Board of Directors and these By-Laws.

                  7.05 Salaries. No officer of the Corporation shall be
prevented from receiving a salary as such officer or from voting thereon by
reason of the fact that he is also a director of the Corporation. The salaries
of the officers of the Corporation shall be fixed from time to time by the Board
of Directors.


                                  ARTICLE VIII

                               DUTIES OF OFFICERS

                  8.01 Chairman of the Board. The Chairman of the Board shall be
the chief executive officer of the Corporation and shall preside at all meetings
of the shareholders and of the Board of Directors at which he is present. He
shall see that all orders and resolutions of the Board are carried into effect,
and he shall have the general powers of supervision and management usually
vested in the chief executive officer of a Corporation, including the authority
to vote all securities of other corporations and business organizations which
are held by the Corporation. In the event the Corporation does not have a
Chairman of the Board, the President shall assume the duties described herein.

                  8.02 President. The President shall be the chief operating
officer of the Corporation and shall have the general powers of supervision and
management over the day-to-day operations of the Corporation. In the absence,
disability or if the Corporation does not have a Chairman of the Board, he also
shall perform the duties and execute the powers of the Chairman of the Board as
set forth in these By-Laws.

                  8.03 Vice President. The Vice Presidents, in order of their
seniority, shall, in the absence or disability of the President, perform his
duties and exercise his powers and shall perform such other duties as the Board
of Directors or the President may from time to time prescribe.

                  8.04 Secretary. The Secretary shall attend all meetings of the
Board of Directors and of shareholders and shall record all votes and minutes of
all proceedings in a book to be kept for that purpose. He shall give or cause to
be given notice of all meetings of the shareholders and of the Board of
Directors. He shall keep in safe custody the seal of the Corporation and, when
authorized by the Board, affix the same to any instrument requiring it, and when
so affixed it shall be attested by his signature, or by the signature of the
Treasurer or an Assistant Secretary. The Secretary may delegate any of his
duties, powers and authorities to one or more Assistant Secretaries, unless such
delegation is disapproved by the Board.

                  8.05 Treasurer. The Treasurer shall have the custody of the
corporate funds and securities; shall keep full and accurate accounts of
receipts and disbursements in books of




                                       9
<PAGE>


the Corporation; and shall deposit all monies and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors. He shall render to the President and
directors, whenever they may require it, an account of his transactions as
Treasurer and of the financial condition of the Corporation. The Treasurer may
delegate any of his duties, powers and authorities to one or more Assistant
Treasurers unless such delegation be disapproved by the Board of Directors.

                  8.06 Assistant Secretaries and Treasurers. The Assistant
Secretaries, in order of their seniority, shall perform the duties and exercise
the powers and authorities of the Secretary in case of his absence or
disability. The Assistant Treasurers, in order of their seniority, shall perform
the duties and exercise the powers and authorities of the Treasurer in case of
his absence or disability. The Assistant Secretaries and Assistant Treasurer
shall also perform such duties as may be delegated to them by the Secretary and
Treasurer, respectively, and also such duties as the Board of Directors may
prescribe.


                                   ARTICLE IX

                             INVESTMENT RESTRICTIONS

                  9.01 Investment and Other Restrictions. The Corporation is to
be registered under the Investment Company Act of 1940 ("Investment Company
Act") as a "diversified company" as that term is defined in Section 5(b) of the
Investment Company Act and, therefore, must maintain at least seventy-five (75%)
percent of the value of its total assets in the form of:

                           (a)      Cash and cash items (including receivables);

                           (b)      Government securities;

                           (c)      Securities of other investment companies;
                                    and

                           (d)      Other securities for the purposes of this
                                    calculation limited in respect of any one
                                    issuer to an amount not greater in value
                                    than five (5%) percent of the value of the
                                    total assets of the Corporation, and to not
                                    more than ten (10%) percent of the
                                    outstanding voting securities of such
                                    issuer.

In addition, the Corporation will elect to qualify as a "regulated investment
company" under Subchapter M of the Internal Revenue Code of 1986, as amended,
and therefore, the Corporation shall not invest in any investment or take any
action which would result in the Corporation failing to qualify as a "regulated
investment company".

                                    ARTICLE X

                               INVESTMENT ADVISER

                  10.01 Investment Adviser. The Board of Directors, with the
approval of the shareholders and consistent with the Articles of Incorporation,
may enter into a contract with any




                                       10


<PAGE>


person, firm or Corporation to act as investment adviser for the Corporation and
to perform such duties and render such other services as shall be deemed
necessary. Any such contract shall provide that it may be terminated at any time
by the Corporation without penalty and upon not more than sixty (60) days
written notice and shall be automatically terminated in the event of its
assignment. Any such contract shall continue in effect only if approved in
accordance with the provisions of the Investment Company Act or any successor
statute as amended from time to time. Such contract may contain any other
provision not inconsistent with the Articles of Incorporation and these By-Laws.


                                   ARTICLE XI

                             SPECIAL CORPORATE ACTS

                  11.01 Orders for Payment of Money. All checks, drafts, notes,
bonds, bills of exchange or orders for payment of money to the Corporation shall
be signed by such officer or officers or such other person or persons as the
Board of Directors may from time to time designate.

                  11.02 Contracts and Conveyances. The Board of Directors of the
Corporation may in any instance designate the officer and/or agent who shall
have authority to execute any contract, conveyance, mortgage or other instrument
on behalf of the Corporation, or may ratify or confirm any execution. When the
execution of any instrument has been authorized without specification of the
execution officers or agents, the Secretary or Assistant Secretary or Treasurer
or Assistant Treasurer, may execute the same in the name and on behalf of this
Corporation and may affix the corporate seal thereto.


                                   ARTICLE XII

                                BOOKS AND RECORDS

                  12.01 Maintenance of Books and Records. The proper officers
and agents of the Corporation shall keep and maintain such books, records and
accounts of the Corporation's business and affairs, minutes of the proceedings
of its shareholders, Board and committees, if any, and such stock ledgers and
lists of shareholders as the Board may deem advisable, and as shall be required
by the laws of the State of Maryland and other states of jurisdictions empowered
to impose such requirements. Books, records and minutes may be kept within or
without the State of Maryland in a place which the Board shall determine.

                  12.02 Reliance on Books and Records. In discharging his
duties, a director or an officer of the Corporation, when acting in good faith,
may rely upon the opinion of counsel for the Corporation, upon the report of any
independent appraiser selected with reasonable care by the Board, or upon
financial statements of the Corporation represented to him to be correct by the
President or the officer of the Corporation having charge of its books of
account, or stated in a written report by an independent public or certified
public accountant or firm of such accountants fairly to reflect the financial
condition of the Corporation.


                                       11

<PAGE>







                                  ARTICLE XIII

                                 INDEMNIFICATION

                  13.01 Non-Derivative Actions. Subject to all of the other
provisions of this Article XIII, the Corporation shall indemnify a person who
was or is a party or is threatened to be made a party to a threatened, pending
or completed action, suit, or proceeding whether civil, criminal, administrative
or investigative and whether formal or informal, other than an action by or in
the right of the Corporation, by reason of the fact that he or she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic Corporation, partnership, joint
venture, trust or other enterprise, whether for profit or not, against expenses,
including attorneys' fees, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with the
action, suit or proceeding unless it is proved that:

                           (a)      The act or omission of such individual was
                                    material to the cause of action adjudicated
                                    in such proceeding; and

                                    (i)     was committed in bad faith; or

                                    (ii)    was a result of active and
                                            deliberate dishonesty; or

                           (b)      Such individual actually received an
                                    improper personal benefit in money, property
                                    or services; or

                           (c)      In the case of any criminal proceeding, such
                                    individual had reasonable cause to believe
                                    that the act or omission was unlawful.

The termination of an action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the Corporation or its shareholders, and with respect to a criminal
action or proceeding, had reasonable cause to believe that his or her conduct
was unlawful.

                  13.02 Derivative Action. Subject to all of the provisions of
this Article XIII, the Corporation shall indemnify a person who was or is a
party to or is threatened to be made a party to a threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee or
agent of another foreign or domestic Corporation, partnership joint venture,
trust or other enterprise, whether for profit or not, against expenses,
including actual and reasonable attorneys' fees, and amounts paid in settlement
incurred by the person in connection with the action, suit or proceeding unless
it is proved that:

                           (a)      The act or omission of such individual was
                                    material to the cause of action adjudicated
                                    in such proceeding; and





                                       12
<PAGE>



                                    (i)     was committed in bad faith; or

                                    (ii)    was a result of active and
                                            deliberate dishonesty; or

                           (b)      Such individual actually received an
                                    improper personal benefit in money, property
                                    or services; or

                           (c)      In the case of any criminal proceeding, such
                                    individual had reasonable cause to believe
                                    that the act or omission was unlawful.

However, indemnification shall not be made for a claim, issue, or matter in
which the person has been found liable to the Corporation unless and only to the
extent that the court in which the action or suit was brought has determined
upon application that, despite the adjudication of liability but in view of all
circumstances of the case, the person is fairly and reasonably entitled to
indemnification for the expenses which the court considers proper.

                  13.03 Mandatory Indemnification. To the extent that a
director, officer, employee, or agent of the Corporation has been successful on
the merits in defense of an action, suit, or proceeding referred to in Section
13.01 or 13.02 of these By-Laws, or in defense of a claim, issue, or matter in
the action, suit, or proceeding, he or she shall be indemnified against
expenses, including actual and reasonable attorneys' fees, incurred by him or
her in connection with the action, suit, or proceeding and an action, suit, or
proceeding brought to enforce the mandatory indemnification provided in this
section.

                  13.04 Determination that Indemnification is Proper. All
indemnification under Section 13.01 and 13.02 of these By-Laws, unless ordered
by a court, shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Section 13.01 or 13.02. This
determination shall be made in any of the following ways:

                           (a)      By a majority vote of a quorum of the Board
                                    consisting of directors who were not parties
                                    to the actions, suits, or proceedings.

                           (b)      If the quorum described in Subdivision (a)
                                    is not obtainable, then by a majority vote
                                    of a committee of directors who are not
                                    parties to the action. The committee shall
                                    consist of not less than two (2)
                                    disinterested directors.

                           (c)      By independent legal counsel in a written
                                    opinion.

                           (d)      By the shareholders.



If a person is entitled to indemnification under Sections 13.01 or 13.02 of
these By-Laws for a portion of expenses including attorneys' fees, judgments,
penalties, fines, and amounts paid in settlement, but not for the total amount
thereof, the Corporation may indemnify the person for the portion of the
expenses, judgments, penalties, fines, or amounts paid in settlement for which
the person is entitled to be indemnified.



                                       13
<PAGE>


                  13.05 Expense Advance. Expenses incurred in defending a civil
or criminal action, suit, or proceeding described in Section 13.01 or 13.02 of
these By-Laws, may be paid by the Corporation in advance of the final
disposition of the action, suit, or proceeding upon receipt of:

                           (a)      a written affirmation by the director,
                                    officer, employee or agent of such
                                    individuals good faith belief that the
                                    standard of conduct necessary for
                                    indemnification by the Corporation as
                                    authorized in these By-Laws and under the
                                    laws of the State of Maryland; and

                           (b)      an undertaking by or on behalf of the
                                    director, officer, employee, or agent to
                                    repay the expenses if it is ultimately
                                    determined that the person is not entitled
                                    to be indemnified by the Corporation. The
                                    undertaking shall be by unlimited general
                                    obligation of the person on whose behalf
                                    advances are made but need not be secured.

                  13.06 Exclusivity of By-Laws. The indemnification or
advancement of expenses provided in the preceding sections of Article XIII is
not exclusive of other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the Articles of Incorporation or a
contractual agreement. However, the total amount of expenses advanced or
indemnified from all sources combined shall not exceed the amount of actual
expenses incurred by the person seeking indemnification or advancement of
expenses.

                  13.07 Former Directors and Officers. The indemnification
provided in the foregoing sections of Article XIII continues as to a person who
ceases to be a director, officer, employee or agent, and shall inure to the
benefit of the heirs, executors and administrator of the person.

                  13.08 Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another Corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status of such, whether or not the Corporation would have power to indemnify
him against such liability under these By-Laws or the laws of the State of
Maryland.


                                   ARTICLE XIV

                                   AMENDMENTS

                  14.01 By the Stockholders. These By-Laws may be amended or
repealed, or new By-Laws may be made and adopted, by a majority vote of all the
stock of the Corporation issued and outstanding and entitled to vote at any
annual or special meeting of the stockholders provided that notice of intention
to amend shall be contained in the notice of the meeting, and provided, further,
that neither Section 5.03, Section 5.04, Section 14.01 nor Section 14.02 of
these By-Laws may be amended or replaced except under the affirmative vote of
sixty-six and




                                       14

<PAGE>



two-thirds (66-2/3%) percent of all the stock of the Corporation issued and
outstanding and entitled to vote.

                  14.02 By the Directors. These By-Laws, including amendments
adopted by the stockholders, may be amended or repealed by a majority vote of
the whole Board of Directors at any regular or special meeting of the Board,
provided that notice of intention to amend shall have been contained in the
notice of meeting, and provided, further, that neither Section 5.03, Section
5.04, Section 14.01 nor Section 14.02 of these By-Laws may be amended or
replaced except upon the affirmative vote of sixty-six and two-thirds (66-2/3%)
percent of all the members of the Board of Directors.


                                   ARTICLE XV

                                   FISCAL YEAR

                  15.01 Fiscal Year. The Fiscal Year of the Corporation shall
begin on the 1st day of January of each year.


                                   ARTICLE XVI

                                    AUDITORS

                  16.01 Auditor. An auditor shall be selected annually in
accordance with the Investment Company Act or any successor statute.




                                       15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.H(I)
<SEQUENCE>4
<FILENAME>k71799exv99whxiy.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT
<TEXT>
<PAGE>
                                                                  EXHIBIT (H)(i)


                             NAIC GROWTH FUND, INC.

                                5,000,000 SHARES
                                  COMMON STOCK

                             UNDERWRITING AGREEMENT

                            __________________, 2002

Broker Dealer Financial Services Corp.
8800 NW 62nd Avenue
P.O. Box 6240
Johnston, Iowa  50131

Gentlemen:

         NAIC Growth Fund, Inc., a Maryland corporation (the "Fund") and Growth
Fund Advisor, Inc., a Michigan corporation (the "Investment Adviser"), each
confirms its agreement (the "Agreement") with Broker Dealer Financial Services
Corp., an Iowa corporation (the "Underwriter"), as follows:

         1. Description of Securities. The Fund, proposes to issue and sell
through the Underwriter up to 5,000,000 shares (the "Maximum Amount") of common
stock, par value $0.001 per share (the "Common Shares"), on the terms set forth
in Section 3 hereof.

         2. Representations and Warranties of the Fund, the Investment Adviser
and the Underwriter.

         (a) The Fund and the Investment Adviser (collectively, the
"Representing Parties") jointly and severally represent and warrant to, and
agree with, the Underwriter as of the date hereof and as of each Closing Date
(as hereinafter defined) (each such date being hereinafter referred to as the
"Representation Date") that:

                           (i) The Fund has filed with the Securities and
                  Exchange Commission (the "Commission") a registration
                  statement on Form N-2 (No. 333-_______) and a related
                  preliminary prospectus for the registration of the Common
                  Shares under the Securities Act of 1933, as amended (the "1933
                  Act"), and the Investment Company Act of 1940, as amended (the
                  "1940 Act"), and has filed such amendments to such
                  registration statement on Form N-2, if any, and such amended
                  preliminary prospectuses as may have been required prior to
                  each Representation Date. The Fund will prepare and file such
                  additional amendments thereto and such amended prospectuses as
                  may hereafter be required. The Fund previously filed a
                  notification on Form N-8A of registration of the Fund as an
                  investment company under the 1940 Act and the rules and
                  regulations of the Commission under the 1940 Act (together
                  with the rules and regulations under the 1933 Act, the "Rules
                  and Regulations"). The registration statement, and the
                  prospectus (including the statement of additional information)
                  constituting a part

<PAGE>





                  thereof, each as from time to time amended or supplemented
                  pursuant to the 1933 Act or 1940 Act, are herein referred to
                  as the "Registration Statement" and the "Prospectus,"
                  respectively, except that if any revised prospectus shall be
                  provided to the Underwriter by the Fund for use in connection
                  with the offer of the Common Shares (the "Offer") that differs
                  from the Prospectus on file at the Commission at the time the
                  Registration Statement becomes effective, the term
                  "Prospectus" shall refer to each such revised prospectus,
                  including the statement of additional information, from and
                  after the time it is first provided to the Underwriter for
                  such use.

                           (ii) At the time the Registration Statement becomes
                  effective and at each Representation Date, the Registration
                  Statement will comply in all material respects with the
                  requirements of the 1933 Act, the 1940 Act and the Rules and
                  Regulations and will not contain an untrue statement of a
                  material fact or omit to state a material fact required to be
                  stated therein or necessary to make the statements therein not
                  misleading. From the time the Registration Statement becomes
                  effective through the termination of this Underwriting
                  Agreement (the "Termination Date"), the Prospectus (unless the
                  term "Prospectus" refers to a prospectus that has been
                  provided to the Underwriter by the Fund for use in connection
                  with the Offer which differs from the Prospectus on file with
                  the Commission at the time the Registration Statement becomes
                  effective, in which case from the time such prospectus is
                  first provided to the Underwriter for such use) will not
                  contain an untrue statement of a material fact or omit to
                  state a material fact necessary in order to make the
                  statements therein, in the light of the circumstances under
                  which they were made, not misleading; provided, however, that
                  the representations and warranties in this subsection shall
                  not apply to statements in or omissions from the Registration
                  Statement or Prospectus made in reliance upon and in
                  conformity with information relating to the Underwriter
                  furnished to the Fund by the Underwriter in writing for use in
                  the Registration Statement or Prospectus.

                           (iii) The accountants who certified the financial
                  statements included in the Registration Statement were at the
                  time of such certification independent public accountants as
                  required by the 1933 Act, the 1940 Act and the Rules and
                  Regulations.

                           (iv) The financial statements included in the
                  Registration Statement present fairly the financial position
                  of the Fund as of the dates indicated and the results of its
                  operations for the periods specified; such financial
                  statements have been prepared in conformity with generally
                  accepted accounting principles consistently applied; and the
                  other financial and statistical information and data included
                  in the Registration Statement and Prospectus is accurately
                  presented in all material respects and prepared on a basis
                  consistent with such financial statements and the books and
                  records of the Fund.

                           (v) Since the respective dates as of which
                  information is given in the Registration Statement and in the
                  Prospectus, except as otherwise stated therein,

                                       2

<PAGE>





                  (A) there has been no material adverse change in the
                  condition, financial or otherwise, of the Fund, or in the
                  earnings, business affairs or business prospects of the Fund,
                  whether or not arising in the ordinary course of business, (B)
                  there have been no transactions entered into by the Fund that
                  are material to the Fund other than those in the ordinary
                  course of business and (C) there has been no dividend or
                  distribution of any kind declared, paid or made by the Fund on
                  any class of its shares of capital stock, other than dividends
                  or distribution made in the ordinary course of business or
                  made for the purpose of maintaining the Fund's qualification
                  as a regulated investment company under Subchapter M
                  ("Subchapter M") of the Internal Revenue Code of 1986, as
                  amended (the "Code").

                           (vi) The Fund has been duly organized and is validly
                  existing as a corporation in good standing under the laws of
                  the State of Maryland with power and authority to own its own
                  properties and conduct its business as described in the
                  Registration Statement; the Fund is duly qualified as a
                  foreign corporation to transact business and is in good
                  standing in each jurisdiction in which the failure to so
                  qualify, either individually or in the aggregate, would have a
                  material adverse effect upon the operations or financial
                  condition of the Fund; and the Fund has no subsidiaries.

                           (vii) The Fund is registered with the Commission
                  under the 1940 Act as a closed-end, diversified management
                  investment company, and no order of suspension or revocation
                  of such registration has been issued or proceedings therefor
                  initiated or, to the knowledge of the Representing Parties,
                  threatened by the Commission. No person is serving or acting
                  as an officer of the Fund who is ineligible to serve in such
                  office under the 1940 Act, and no person is acting or serving
                  as a director of the Fund except in accordance with the
                  provisions of the 1940 Act.

                           (viii) The Fund owns or possesses or has obtained all
                  material governmental licenses, permits, consents, orders,
                  approvals and other authorizations necessary to lease or own,
                  as the case may be, its properties and to carry on its
                  businesses as contemplated in the Prospectus, and the Fund has
                  not received any notice of proceedings relating to the
                  revocation or modification of any such licenses, permits,
                  covenants, orders, approvals or authorizations.

                           (ix) The authorized, issued and outstanding Common
                  Shares as of the date hereof is as set forth in the Prospectus
                  under the caption "Description of Shares", except for any
                  Common Shares that may have been issued under the Fund's
                  Dividend Reinvestment and Cash Purchase Plan (the "Cash
                  Purchase Plan") or pursuant to this Agreement; the outstanding
                  Common Shares have been duly authorized by all requisite
                  corporate action on the part of the Fund and are validly
                  issued and fully paid and non-assessable by the Fund; the
                  Common Shares to be sold pursuant to this Agreement have been
                  duly authorized by all requisite corporate action on the part
                  of the Fund for issuance pursuant to the terms of this
                  Agreement and, when issued and delivered by the Fund pursuant
                  to the terms of this Agreement against payment of
                  consideration therefor, will be validly issued

                                       3

<PAGE>





                  and fully paid and non-assessable by the Fund; the Common
                  Shares conform in all material respects to the description
                  thereof set forth in the Prospectus under the caption
                  "Description of Shares"; and the issuance of each of the
                  Common Shares is not subject to preemptive rights.

                           (x) (A) The Fund is not in violation of its Articles
                  of Incorporation, as amended from time to time (the
                  "Articles"), or its by-laws as amended from time to time (the
                  "By-Laws") or in default in the performance or observance of
                  any material obligation, agreement, covenant or condition
                  contained in any contract, indenture, mortgage, loan
                  agreement, note, lease or other instrument to which it is a
                  party or by which it or its properties may be bound; (B) (i)
                  the execution and delivery of each of this Agreement, the
                  Investment Advisory Agreement dated October 2, 1989, as
                  amended (the "Investment Advisory Agreement"), between the
                  Fund and the Investment Adviser, as successor to the National
                  Association of Investors Corporation, a Michigan nonprofit
                  corporation ("NAIC"), the Custodial Agreement dated May 15,
                  19__ between the Fund and Standard Federal Bank N.A., as
                  successor to Michigan National Bank (the "Custodian
                  Agreement"), the Certificate of Appointment of American Stock
                  Transfer & Trust Company dated November 14, 2001 between the
                  Fund and American Stock Transfer & Trust Company (the
                  "Transfer Agency Agreement"), and the Escrow Agreement dated
                  ____________, 2002 among the Fund, the Underwriter and
                  Standard Federal Bank N.A. (the "Escrow Agreement") (the
                  Investment Advisory Agreement, Custodian Agreement, Transfer
                  Agency Agreement, and Escrow Agreement are collectively
                  referred to herein as the "Fund Agreements") and the
                  consummation of the transactions contemplated herein and
                  therein have been duly authorized by all necessary corporate
                  action of the Fund and will not conflict with or constitute a
                  breach of, or, with or without giving notice or the lapse of
                  time or both, a default under, or result in the creation or
                  imposition of any lien, charge or encumbrance upon any
                  property or assets of the Fund pursuant to any contract,
                  indenture, mortgage, loan agreement, note, lease or other
                  instrument to which the Fund is a party or by which it may be
                  bound or to which any of the property or assets of the Fund is
                  subject, nor will such action result in any violation of the
                  provisions of the Articles or By-Laws or any law,
                  administrative regulation or administrative or court decree
                  applicable to the Fund, and no consent, approval,
                  authorization or order of any court or governmental authority
                  or agency is required for the consummation by the Fund of the
                  transactions contemplated by this Agreement except such as has
                  been obtained under the 1940 Act and the 1933 Act or as may be
                  required under the state securities or Blue Sky laws or
                  foreign securities laws in connection with the sale of Common
                  Shares pursuant to this Agreement, (ii) each of this Agreement
                  and the Fund Agreements complies with all applicable
                  provisions of the 1940 Act, and (iii) each of this Agreement
                  and the Fund Agreements is in full force and effect and
                  constitutes a valid and binding obligation of the Fund,
                  enforceable in accordance with its terms, subject, as to
                  enforcement, to bankruptcy, insolvency, reorganization, or
                  other similar laws relating to or affecting creditors' rights
                  generally and to general principles of equity.



                                       4
<PAGE>





                           (xi) There is no action, suit or proceeding before or
                  by any court or governmental agency or body, domestic or
                  foreign, now pending, or, to the knowledge of the Representing
                  Parties, threatened against or affecting, the Fund, which
                  might result in any material adverse change in the condition,
                  financial or otherwise, business affairs or business prospects
                  of the Fund, or might materially and adversely affect the
                  properties or assets of the Fund.

                           (xii) There are no contracts or documents which are
                  required to be described in the Registration Statement or the
                  Prospectus or to be filed as exhibits thereto which have not
                  been so described and filed as required.

                           (xiii) The Fund owns or possesses adequate rights
                  necessary to conduct its business as described in the
                  Registration Statement, and the Fund has not received any
                  notice of infringement of or conflict with asserted rights of
                  others with respect to any trademarks, service marks or trade
                  names which, singly or in the aggregate, if the subject of a
                  decision, ruling or finding of infringement by the Fund, would
                  materially adversely affect the conduct of the business,
                  operations, financial condition or income of the Fund.

                           (xiv) Since the date of its incorporation, the Fund
                  has qualified as a regulated investment company under
                  Subchapter M of the Code and will continue so to qualify. In
                  addition, the Fund will invest the proceeds of the Offer in
                  such a manner as to comply with the requirements of Subchapter
                  M of the Code.

                           (xv) The outstanding stock of the Fund is listed on
                  the Chicago Stock Exchange ("CHX"). The Common Shares have
                  been approved for listing, subject to official notice of
                  issuance, on the CHX.

                           (xvi) The Fund has not, directly or indirectly, (i)
                  taken any action designed to cause or result in, or that has
                  constituted or might reasonably be expected to constitute, the
                  stabilization or manipulation of the price of any security of
                  the Fund to facilitate the sale or resale of the Common Shares
                  or (ii) except for sales pursuant to the Cash Purchase Plan,
                  since the filing of the Registration Statement, (A) sold, bid
                  for, purchased, or paid anyone any compensation for soliciting
                  purchases of, the Common Shares or (B) paid or agreed to pay
                  to any person any compensation for soliciting another to
                  purchase any other securities of the Fund (except for the sale
                  of Common Shares under this Agreement).

                           (xvii)   [Intentionally omitted.]

                           (xviii) The Fund has not distributed and, prior to
                  the completion of the distribution of the Common Shares, will
                  not distribute any offering material in connection with the
                  offering and sale of the Common Shares other than the
                  Registration Statement, the Prospectus or other materials, if
                  any, permitted by the 1933 Act, the 1940 Act, the Rules and
                  Regulations or the Conduct Rules of the National Association
                  of Securities Dealers, Inc. (the "NASD").


                                       5

<PAGE>





                           (xix) All advertising and other sales literature
                  (including "prospectus wrappers") approved in writing by the
                  Fund or the Investment Adviser or prepared by the Fund or the
                  Investment Adviser for use in connection with the offering and
                  sale of the Common Shares (collectively, "Sales Material")
                  comply in all material respects with the applicable
                  requirements of the 1933 Act, the 1940 Act, the Rules and
                  Regulations and the rules and written interpretations of the
                  NASD and no such Sales Material contained or contains an
                  untrue statement of a material fact or omitted or omits to
                  state a material fact required to be stated therein or
                  necessary to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading.

                           (xx) Each of the Fund Agreements and the Fund's
                  obligations under this Agreement comply, or will comply, in
                  all material respects with all applicable provisions of the
                  1933 Act, the 1940 Act, the Rules and Regulations, the
                  Investment Advisers Act of 1940, as amended (the "Advisers
                  Act") and the rules and regulations of the Commission under
                  the Advisers Act (the "Advisers Act Rules and Regulations").

                           (xxi) Except as disclosed in the Registration
                  Statement and the Prospectus, no officer or director of the
                  Fund is an "interested person" (as defined in the 1940 Act) of
                  the Fund or the Investment Adviser or an "affiliated person"
                  (as defined in the 1940 Act) of the Investment Adviser or the
                  Underwriter.

                           (xxii) There are, and there will be, no material
                  restrictions, limitations or regulations with respect to the
                  ability of the Fund to invest its assets as described in the
                  Prospectus other than as described therein.

                           (xxiii) The Fund and, to the Fund's Knowledge, its
                  Custodian, Dividend Disbursement Agent and Transfer Agent
                  maintain a system of internal accounting controls sufficient
                  to provide reasonable assurances that (A) transactions are
                  executed in accordance with general or specific authorization
                  by the Investment Adviser or the Board of Directors of the
                  Fund and with the applicable requirements of the 1940 Act and
                  the Rules and Regulations thereunder and the Code; (B)
                  transactions are recorded as necessary to permit preparation
                  of financial statements in conformity with generally accepted
                  accounting principles and to maintain accountability for
                  assets and to maintain material compliance with the books and
                  records requirements under the 1940 Act and the Rules and
                  Regulations thereunder; (C) access to assets is permitted only
                  in accordance with general or specific authorization by the
                  Investment Adviser or the Board of Directors of the Fund; and
                  (iv) the recorded accounts for assets is compared with
                  existing assets at reasonable intervals and appropriate action
                  is taken with respect to any differences.

                           (xxiv) The Fund, subject to the Registration
                  Statement having been declared effective and the filing of the
                  Prospectus under Rule 497 under the 1933 Act, if necessary,
                  has taken or will take all required action under the 1933 Act,
                  the

                                       6

<PAGE>





                  1940 Act and the Rules and Regulations to make the offering
                  and consummate the sale of the Common Shares as contemplated
                  by this Agreement.

                           (xxv) The Fund will timely file the requisite copies
                  of the Prospectus with the Commission pursuant to Rule 497(c)
                  or Rule 497(h) under the 1933 Act, whichever is applicable,
                  or, if applicable, will timely file the certification
                  permitted by Rule 497(j) under the 1933 Act and will advise
                  the Underwriter of the time and manner of such filing.

                           (xxvi) The Fund will use its best efforts to perform
                  all of the agreements required of it and discharge all
                  conditions to closing as set forth in this Agreement.

         (b) The Representing Parties jointly and severally represent and
warrant to, and agree with, the Underwriter as of the date hereof and as of each
Representation Date as follows:

                           (i) The Investment Adviser has been duly organized as
                  a corporation under the laws of the State of Michigan with
                  corporate power and authority to conduct its business as
                  described in the Prospectus; the Investment Adviser is duly
                  qualified as a foreign corporation to transact business and is
                  in good standing in each jurisdiction in which the failure to
                  so qualify, either individually or in the aggregate, would
                  have a material adverse effect upon the operations or
                  financial condition of the Investment Adviser.

                           (ii) The Investment Adviser is duly registered as an
                  investment adviser under the Advisers Act and is not
                  prohibited by the Advisers Act or the 1940 Act, or the rules
                  and regulations under such acts, from acting as Investment
                  Adviser to the Fund under the terms of the Investment Advisory
                  Agreement as contemplated by the Prospectus.

                           (iii) The description of the Investment Adviser in
                  the Prospectus is true and correct in all material respects
                  and does not contain any untrue statement of a material fact
                  or omit to state any material fact required to be stated
                  therein or necessary in order to make the statements therein
                  not misleading; and there are no pending legal proceedings
                  that would be required to be described under Item 12 of Form
                  N-2.

                           (iv) Each of this Agreement and the Investment
                  Advisory Agreement has been duly authorized, executed and
                  delivered by the Investment Adviser; each of this Agreement
                  and the Investment Advisory Agreement is in full force and
                  effect and constitutes a valid and binding obligation of the
                  Investment Adviser, enforceable in accordance with its terms,
                  subject, as to enforcement, to bankruptcy, insolvency,
                  reorganization or other similar laws relating to or affecting
                  creditors' rights generally and to general principles of
                  equity; and neither the execution and delivery of this
                  Agreement nor the performance by the Investment Adviser of its
                  obligation hereunder or under the Investment Advisory
                  Agreement will conflict with, or result in a breach of, any of
                  the terms and

                                       7

<PAGE>





                  provisions of, or constitute, with or without giving notice or
                  lapse of time or both, a material default under any agreement
                  or instrument to which the Investment Adviser is a party or by
                  which the Investment Adviser is bound, or any law, order, rule
                  or regulation applicable to it of any jurisdiction, court,
                  federal or state regulatory body, administrative agency or
                  other governmental body, stock exchange or securities
                  association having jurisdiction over the Investment Adviser or
                  its properties or operations.

                           (v) The Investment Adviser has available to it the
                  financial, personnel and other resources necessary for the
                  performance of its services and obligations as contemplated in
                  the Prospectus.

                           (vi) The Investment Adviser has not, directly or
                  indirectly, (i) taken any action designed to cause or result
                  in, or that has constituted or might reasonably be expected to
                  constitute, the stabilization or manipulation of the price of
                  any security of the Fund to facilitate the sale or resale of
                  the Common Shares or (ii) except for sales pursuant to the
                  Cash Purchase Plan, since the filing of the Registration
                  Statement, (A) sold, bid for, purchased, or paid anyone any
                  compensation for soliciting purchases of the Common Shares or
                  (B) paid or agreed to pay to any person any compensation for
                  soliciting another to purchase any other securities of the
                  Fund.

                           (vii) There is no action, suit or proceeding before
                  or by any court or governmental agency or body, domestic or
                  foreign, now pending, or, to the knowledge of the Representing
                  Parties, threatened or contemplated against or affecting the
                  Investment Adviser, which might result in any material adverse
                  change in the condition, financial or otherwise, business
                  affairs or business prospects of the Investment Adviser or
                  materially and adversely affect the properties or assets of
                  the Investment Adviser; and there are no material contracts or
                  documents of the Investment Adviser that are required to be
                  disclosed in the Registration Statement by the 1933 Act, the
                  1940 Act or by the Rules and Regulations that have not been so
                  disclosed therein.

                           (viii) Except for the need to have the Commission
                  declare the Registration Statement effective, no consent,
                  approval, authorization, notification or order of, or any
                  filing with, any court or governmental agency or body, whether
                  foreign or domestic, is required for the consummation by the
                  Investment Adviser of the transactions contemplated by this
                  Agreement.

                           (ix) Except as disclosed in the Registration
                  Statement and the Prospectus, subsequent to the respective
                  dates as of which such information is given in the
                  Registration Statement and the Prospectus, the Investment
                  Adviser has not incurred any liability or obligation, direct
                  or contingent, or entered into any transaction, not in the
                  ordinary course of business, that is material to the
                  Investment Adviser or the Fund and that is required to be
                  disclosed in the Registration Statement or the Prospectus, and
                  there has not been any material adverse change, or any
                  development, either individually or in the aggregate,


                                       8
<PAGE>





                  involving or which may reasonably be expected to have a
                  material adverse effect upon the operations or financial
                  condition of the Investment Adviser.

                           (x) (A) The Investment Adviser owns or possesses all
                  material governmental licenses, permits, consents, orders,
                  approvals or other authorizations (collectively, "Adviser
                  Permits"), whether foreign or domestic, to enable the
                  Investment Adviser to perform its obligations under the
                  Investment Advisory Agreement; (B) the Investment Adviser has
                  fulfilled and performed all its material obligations with
                  respect to such Adviser Permits and no event has occurred
                  which allows, or after notice or lapse of time would allow,
                  revocation or termination thereof or would result in any other
                  material impairment of the rights of the Investment Adviser
                  under any such permit, subject in each case to such
                  qualification as may be set forth in the Registration
                  Statement and Prospectus; and (C) none of such Adviser Permits
                  contains any restriction that is materially burdensome to the
                  Investment Adviser, except where the failure of (A), (B) or
                  (C) to be accurate would not, individually or in the
                  aggregate, have a material adverse effect upon the operations
                  or financial condition of the Investment Adviser or the
                  Investment Adviser's performance of the Investment Advisory
                  Agreement.

                           (xi) The information regarding the Investment Adviser
                  in the Registration Statement and the Prospectus complies and
                  will comply in all material respects with the requirements of
                  Form N-2.

         (c) The Underwriter represents and warrants to, and agrees with, the
Fund and the Investment Adviser, as of the date hereof and as of each
Representation Date as follows:

                           (i) The Underwriter is registered as a broker-dealer
                  with the Commission and with the Iowa Division of Insurance,
                  Securities Bureau, and is registered, to the extent
                  registration is required, with the appropriate governmental
                  agency in each state in which it will offer or sell the Common
                  Shares, and is a member of the National Association of
                  Securities Dealers, Inc., and will use its best efforts to
                  maintain such registrations and qualifications and memberships
                  through the term of the Offer.

                           (ii) No action or proceeding is pending or, to the
                  knowledge of the Underwriter, threatened, either in any court
                  of competent jurisdiction, before the Commission or any state
                  securities administrator, concerning the Underwriter's
                  activities as a broker or dealer that would affect the Offer
                  of the Common Shares.

                           (iii) The Underwriter will offer the Common Shares
                  only in those states and in the quantities that are identified
                  in the Blue Sky Memoranda from the Fund's counsel to the
                  Underwriter that the offering of the Common Shares has been
                  qualified for sale under the applicable state statutes and
                  regulations. The Underwriter, however, may offer the Common
                  Shares in other states if (i) the transaction is exempt from
                  the registration requirements in that state, (ii) the Fund's
                  counsel has received notice ten days prior to the proposed
                  sale, and (iii) the Fund's counsel does not object within said
                  ten day period.


                                       9

<PAGE>





                           (iv) The Underwriter is a corporation duly organized,
                  validly existing and in good standing under the laws of the
                  State of Iowa with all requisite power and authority to enter
                  into this Agreement and to carry out its obligations
                  hereunder.

                           (v) This Agreement has been duly authorized, executed
                  and delivered by the Underwriter and is a valid agreement on
                  the part of the Underwriter.

                           (vi) Neither the execution of this Agreement nor the
                  consummation of the transactions contemplated hereby will
                  result in any breach of any of the terms or conditions of, or
                  constitute a default under, the articles of incorporation or
                  bylaws of the Underwriter or any indenture, agreement or other
                  instrument to which the Underwriter is a party or violate any
                  order directed to the Underwriter of any court or any federal
                  or state regulatory body or administrative agency having
                  jurisdiction over the Underwriter or its affiliates.

         (d) Any certificate signed by any officer of the Fund or the Investment
Adviser and delivered to the Underwriter or counsel for the Underwriter shall be
deemed a representation and warranty by the Fund or the Investment Adviser, as
the case may be, to the Underwriter, as to the matters covered thereby.

         3. Sale and Delivery of Securities. (a) On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Fund agrees to issue and sell through
the Underwriter, as exclusive underwriter for the sale of Common Shares pursuant
to this Agreement or any arrangement similar to that contemplated by this
Agreement, and the Underwriter agrees to sell, as underwriter for the Fund, on a
"best efforts" basis, up to the Maximum Amount of Common Shares during the term
of this Agreement in accordance with the 1933 Act, the 1940 Act, the Securities
Exchange Act of 1934 (the "1934 Act"), the Conduct Rules of the NASD and the
terms set forth herein; provided, however, that the Underwriter shall not be
deemed to be in violation of this sentence if such violation is caused by the
failure of the Fund or the Investment Adviser to comply with its agreements and
representations contained herein. In connection with the performance of its
obligations under this Agreement, the Underwriter may, with the approval of the
Fund, use the services of selected broker-dealers ("Selected Dealers") who are
members of the NASD. The arrangements, if any, between the Underwriter and any
Selected Dealer shall be set forth in a Selected Dealer Agreement in a form
attached hereto as Exhibit A, unless the Fund shall consent to other
arrangements.

         (b) The Fund shall calculate the Current Net Asset Value (as such term
is used in Section 23(b) of the 1940 Act) per Common Share at the close of
business on Thursday each week or if any Thursday is not a business day the
business day immediately preceding such Thursday (the "Determination Date") and
shall notify the Underwriter of the result of such calculation by 2:00 p.m., New
York City time, on the first business day following the Determination Date each
week. "Sales Price" in this Agreement means the price equal to the Current Net
Asset Value per Common Share as of 5:30 p.m., New York City time, on the
Determination Date of each week, which sales price shall be effective until 5:30
p.m., New York City time, on the following Determination Date.


                                       10

<PAGE>





         (c) The Underwriter, and any Selected Dealer selected by the
Underwriter, may offer Common Shares only pursuant to a properly completed and
executed Subscription Agreement in the form attached hereto as Exhibit B and in
accordance with the terms of the Prospectus. Each person desiring to purchase
Common Shares shall be required to (i) complete, manually execute and mail or
deliver a Subscription Agreement to the Fund in care of the Investment Adviser
and (ii) mail or deliver to the Fund in care of the Investment Adviser a check
payable to Standard Federal Bank N.A., as escrow agent (the "Escrow Agent")
(each, a "Subscription Payment") in an amount of at least the Minimum
Subscription in accordance with the terms of the Prospectus. No later than by
noon of the first business day following receipt of a completed Subscription
Agreement and a Subscription Payment, the Investment Adviser shall (x) forward
an electronic image or copy of such Subscription Agreement to the Underwriter
and (y) deposit any Subscription Payment it receives with the Escrow Agent. The
Investment Adviser will retain all completed and executed subscription
documents. No subscription shall be effective unless and until it is (i)
accepted on behalf of the Fund by the Investment Adviser and (ii) approved by
the Underwriter. The Fund and the Underwriter reserve the right, in their sole
discretion, to refrain from accepting or approving any subscription submitted.
No person subscribing shall have the right to receive a refund of its
Subscription Payment at any time after a Subscription Agreement is received;
provided that, if for any reason a subscription is not accepted by either the
Fund or the Underwriter, then the Fund will promptly instruct the Escrow Agent
to refund such Subscription Payment without interest.

         (d) The Fund will issue and sell Common Shares, at the Sales Price, to
each person for whom (i) the Fund has received an executed Subscription
Agreement, (ii) the Subscription Agreement has been accepted on behalf of the
Fund by the Investment Adviser and approved by the Underwriter, and (iii) the
Subscription Payment is held in immediately available funds by the Escrow Agent;
provided, however, that the aggregate number of shares issued and sold under
this Agreement will not exceed the Maximum Amount. The Fund and Investment
Adviser will cooperate with the Underwriter and if applicable, the Selected
Dealers to remedy any incomplete or defective Subscription Agreements.

         (e) Sales will be made in the manner and at the times specified in the
Registration Statement and according to procedures agreed upon from time to time
by the Investment Adviser and the Underwriter. Settlement for sales of Common
Shares will occur on the first business day following the date on which such
sales are made (each a "Closing Date"). The amount of proceeds for such sales to
be delivered by the Escrow Agent to the Fund against the receipt of the Common
Shares sold shall be equal to the aggregate sales prices at which such Common
Shares were sold.

         (f) Common Shares sold in the Offer will be held by American Stock
Transfer & Trust Company or its successor as the Fund's transfer agent (the
"Transfer Agent") in noncertificated form in the purchaser's name, unless the
purchaser elects otherwise in the Subscription Agreement. If a purchaser elects
to receive a certificate for its Common Shares in the Subscription Agreement,
the Fund will not issue fractional shares to the purchaser and will refund the
portion of the Purchase Price representing the fractional share, without
interest, at the time of delivering the share certificate. Fractional shares
will be issued for shares held by the Transfer Agent in noncertificated form.
Such fractional shares will be aggregated with any other fractional shares held
by the Transfer Agent for the purchaser from time to time and will be paid


                                       11
<PAGE>





for by check, at the then-prevailing market price, if the purchaser requests a
certificate for its shares after the acceptance of the purchaser's subscription
in the Offer.

         (g) On each Closing Date, the Fund and the Investment Adviser and the
Underwriter shall each be deemed to have affirmed each representation, warranty,
covenant and other agreement contained in this Agreement. At the request of the
Fund, the Investment Adviser or the Underwriter, but not more frequently than
once each month, the Fund, the Investment Adviser and the Underwriter shall each
affirm in writing each representation, warranty, covenant and other agreement
contained in this Agreement. The obligation of the Underwriter to use its
reasonable efforts to sell the Common Shares shall be subject to the continuing
accuracy of the representations and warranties of the Representing Parties
herein, to the performance by the Fund and Investment Adviser of their
obligations hereunder and to the continuing satisfaction of the additional
conditions specified in Section 5 of this Agreement.

         (h) In connection with the sale of Common Shares under this Agreement,
the Underwriter is not authorized by the Fund to give any information or to make
any representations in connection with this Agreement other than those contained
in the Registration Statement and the Prospectus, and the Underwriter agrees not
to give any unauthorized information or to make any unauthorized representations
and to cause Selected Dealers to so agree (and use reasonable efforts to enforce
such agreement). Except as specifically provided in this Agreement, the
Underwriter is not authorized to act as an agent for the Fund, and it agrees not
to act or to purport to act as an agent for the Fund.

         (i) The Fund shall pay a sales commission to the Underwriter for sales
of Common Shares at a rate of 3.5% of the gross Sales Price per share of the all
Common Shares sold under this Agreement. In the event that the Underwriter
enters into a Selected Dealer Agreement with an unaffiliated Selected Dealer,
such commission rate shall be permanently increased to a fixed commission rate
5.0% of the gross Sales Price per share of all Common Shares sold thereafter.
The compensation payable to the Underwriter for Common Shares sold shall be paid
no later than the close of business on the first business day following each
Closing Date.

         (j) The Fund has paid the Underwriter a non-accountable expense
allowance of $15,000, and the Underwriter acknowledges receipt of that amount.
Except for such non-accountable allowance and as provided in Section 4(f),
neither the Fund nor the Investment Adviser shall be responsible for payment or
reimbursement of the fees or expenses of Underwriter's counsel.

         (k) The Underwriter and each Selected Dealer shall be an independent
contractor and neither the Underwriter, any Selected Dealer nor any of their
directors, officers or employees as such, is or shall be, solely reason of this
Agreement, an employee of the Fund.

         (l) The Underwriter shall have the right, at reasonable times and on
reasonable notice, to inspect the records of the Fund, the Investment Adviser
and the Escrow Agent relating to the Offer and to discuss such records with
appropriate representatives of the Fund, Investment Adviser and Escrow Agent.


                                       12
<PAGE>





         4. Covenants of the Fund. The Fund covenants and agrees with the
Underwriter that:

         (a) The Fund will use its reasonable efforts (i) to cause the
Registration Statement to become effective under the 1933 Act, (ii) if required,
to cause the issuance of any orders exempting the Fund from any provisions of
the 1940 Act, in which case it will advise the Underwriter promptly as to the
time at which any such orders are issued, and (iii) to maintain during the term
of this Agreement the effectiveness of the Registration Statement under the 1933
Act and of the Fund under the 1940 Act.

         (b) The Fund will orally notify the Underwriter promptly, and confirm
the notice in writing, of the (i) effectiveness of the Registration Statement
and any amendment thereto (including any post-effective amendment), (ii) receipt
of any comments from the Commission, (iii) request by the Commission for any
amendment to the Registration Statement, any amendment or supplement to the
Prospectus or additional information, (iv) issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose, (v) issuance by the Commission
of an order of suspension or revocation of the notification on Form N-8A of
registration of the Fund as an investment company under the 1940 Act or the
initiation of any proceeding for that purpose and (vi) suspension of the
qualification of the Common Shares for offering or sale in any jurisdiction. The
Fund will make every reasonable effort to prevent the issuance of any stop order
described in subsection (iv) hereunder or any order of suspension or revocation
described in subsection (v) or subsection (vi) hereunder and, if any such stop
order or order of suspension or revocation is issued, to obtain the lifting
thereof at the earliest possible moment.

         (c) The Fund will give the Underwriter notice of its intention to file
any amendment to the Registration Statement (including any post-effective
amendment) or any amendment or supplement to the Prospectus (including any
revised prospectus that the Fund proposes for use by the Underwriter, which
differs from the prospectus on file at the Commission at the time the
Registration Statement becomes effective), whether pursuant to the 1940 Act, the
1933 Act, or otherwise, and will furnish the Underwriter and counsel for the
Underwriter with copies of any such amendment or supplement within a reasonable
amount of time prior to such proposed filing or use, as the case may be, and
will not file any such amendment or supplement to which the Underwriter or
counsel for the Underwriter reasonably shall object.

         (d) During the period in which a prospectus relating to the Common
Shares is required to be delivered under the 1933 Act, the Fund will prepare and
file with the Commission, promptly upon the Underwriter's request, any
amendments or supplements to the Registration Statement or Prospectus that are
required in connection with the distribution of the Common Shares by the
Underwriter; and it will furnish to the Underwriter and counsel for the
Underwriter at the time of filing thereof a copy of any document that upon
filing is deemed to be incorporated by reference in the Registration Statement
or Prospectus; and the Fund will cause each amendment or supplement to the
Prospectus to be filed with the Commission as required pursuant to the
applicable paragraph of Rule 497 of the Rules and Regulations within the time
period prescribed.

                                       13

<PAGE>





         (e) Within the time during which a prospectus relating to the Common
Shares is required to be delivered under the 1933 Act, the Fund will comply as
far as it is able with all requirements imposed upon it by the 1933 Act and by
the Rules and Regulations, as from time to time in force, so far as necessary to
permit the continuance of sales of or dealings in the Common Shares as
contemplated by the provisions hereof and the Prospectus. If during such period
any event occurs as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances then existing, not misleading, or if during such period it is
necessary to amend or supplement the Registration Statement or Prospectus to
comply with the 1933 Act, the Fund will promptly notify the Underwriter to
suspend the offering of Common Shares during such period and the Fund will amend
or supplement the Registration Statement or Prospectus so as to correct such
statement or omission or effect such compliance.

         (f) The Fund will use its reasonable efforts to qualify the Common
Shares for sale under the securities laws of such jurisdictions as the
Underwriter and the Fund mutually agree to continue such qualifications in
effect so long as required for the distribution of the Common Shares. The Fund
will pay all fees and expenses (including attorney fees) in connection with such
qualification.

         (g) The Fund will furnish to the Underwriter and its counsel (at the
expense of the Fund) copies of the Registration Statement, the Prospectus and
all amendments and supplements to the Registration Statement or Prospectus that
are filed with the Commission during the period in which a prospectus relating
to the Common Shares is required to be delivered under the 1933 Act, in each
case as soon as available and in such quantities as the Underwriter may from
time to time reasonably request.

         (h) The Fund will make generally available to its security holders as
soon as practicable, but in any event not later than 60 days after the close of
the period covered thereby, an earnings statement in form complying with the
provisions of Rule 158 of the Rules and Regulations covering a 12-month period
that satisfies the provisions of Section 11(a) of the Act and Rule 158 of the
Rules and Regulations.

         (i) The Fund, whether or not the transactions contemplated hereunder
are consummated or this Agreement is terminated, will pay all expenses incident
to the performance of its obligations hereunder, including, but not limited to,
expenses relating to (i) the printing and filing of the Registration Statement
as originally filed and of each amendment thereto, (ii) the preparation,
issuance and delivery of the Common Shares, (iii) the reasonable fees and
disbursements of the Fund's counsel and accountants, (iv) the qualification of
the Common Shares under securities laws in accordance with the provisions of
Section 4(f) of this Agreement, including filing fees and any reasonable fees or
disbursements of counsel for the Underwriter in connection therewith, (v) the
printing and delivery to the Underwriter and any Selected Dealer of copies of
the preliminary prospectus, of the Prospectus and any amendments or supplements
thereto, and of this Agreement, (vi) the fees and expenses incurred in
connection with the listing of the Common Shares on the CHX, (vii) the filing
fees of the Commission and the National Association of Securities Dealers, Inc.,
and (viii) the fees and expenses of third party marketing assistance firms if
the Fund and the Underwriter agree to use such firms.


                                       14
<PAGE>





         (j) The Fund will apply the net proceeds from the sale of the Common
Shares as set forth in the Prospectus.

         (k) The Fund will not, directly or indirectly, offer or sell any Common
Shares (other than the Common Shares offered pursuant to the provisions of this
Agreement) or securities convertible into or exchangeable for, or any rights to
purchase or acquire, Common Shares during the period from the date of this
Agreement through the final Closing Date for the sale of Shares hereunder
without (a) giving the Underwriter at least ten business days' prior written
notice specifying the nature of the proposed sale and the date of such proposed
sale and (b) suspending sales pursuant to this Agreement for such period of time
as may reasonably be determined by agreement of the Fund and the Underwriter;
provided, however, that no such notice and suspension shall be required in
connection with the Fund's issuance or sale of Common Shares in connection with
the Fund's issuance or sale of Common Shares under the terms of the Cash
Purchase Plan (as in effect on the date hereof).

         (l) The Fund will, at any time during the term of this Agreement, as
supplemented from time to time, advise the Underwriter immediately after it
shall have received notice or obtain knowledge thereof, of any information or
fact that would alter or affect any opinion, certificate, letter and other
document provided to the Underwriter pursuant to Section 5 herein.

         (m) Each time that the Registration Statement or the Prospectus shall
be amended or supplemented (other than a supplement filed pursuant to Rule
497(h) under the 1933 Act that contains solely information on number of shares
sold, sale prices and dates of sale), the Fund shall furnish or cause to be
furnished to the Underwriter forthwith a certificate dated the date of filing
with the Commission of such amendment or supplement, or the date of
effectiveness of amendment, as the case may be, in form satisfactory to the
Underwriter to the effect that the statements contained in the certificates
referred to in Section 5(f) hereof which were last furnished to the Underwriter
are true and correct at the time of such amendment, supplement, filing, as the
case may be, as though made at and as of such time (except that such statements
shall be deemed to relate to the Registration Statement and the Prospectus as
amended and supplemented to such time) or, in lieu of such certificates,
certificates of the same tenor as the certificates referred to in said Section
5(f), modified as necessary to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of delivery of such
certificate.

         (n) Each time that the Registration Statement or the Prospectus is
amended or supplemented (other than a supplement filed pursuant to Rule 497(h)
under the 1933 Act that contains solely information on number of shares sold,
sale prices and dates of sale), the Fund shall furnish or cause to be furnished
forthwith to the Underwriter and to counsel to the Underwriter a written opinion
of Bodman, Longley & Dahling LLP, counsel to the Fund ("Fund Counsel"), or other
counsel satisfactory to the Underwriter, dated the date of filing with the
Commission of such amendment, supplement or other document and the date of
effectiveness of such amendment, as the case may be, in form and substance
satisfactory to the Underwriter, of the same tenor as the opinion and additional
statement referred to in Section 5(d) hereof, but modified as necessary to
relate to the Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such opinion.


                                       15

<PAGE>





         (o) Each time that the Registration Statement or the Prospectus shall
be amended or supplemented to include additional amended financial information
or there is filed with the Commission any document incorporated by reference
into the Prospectus which contains additional amended financial information, the
Fund shall cause Plante & Moran, LLP or other independent accountants
satisfactory to the Underwriter, forthwith to furnish the Underwriter, with a
copy to counsel to the Underwriter, a letter, dated the date of effectiveness of
such amendment, or the date of filing of such supplement or other document with
the Commission, as the case may be, in form satisfactory to the Underwriter, of
the same tenor as the letter referred to in Section 5(e) hereof but modified to
relate to the Registration Statement and the Prospectus, as amended and
supplemented to the date of such letter; provided, however, that the Underwriter
acknowledges that no such letter shall be required for a supplement filed
pursuant to Rule 497(h) under the 1933 Act that contains solely information on
number of shares sold, sale prices and dates of sale.

         (p) The Fund will maintain its qualification as a regulated investment
company entitled to the benefits of Subchapter M of the Code.

         (q) The Fund and the Investment Adviser will not, directly or
indirectly, (i) take any action designed to cause or result in, or that
constitutes or might reasonably be expected to constitute, the stabilization or
manipulation of the price of any security of the Fund to facilitate the sale or
resale of the Common Shares or (ii) except for sales pursuant to the Cash
Purchase Plan, sell, bid for, purchase, or pay anyone any compensation for
soliciting purchases of the Common Shares or pay or agree to pay any person any
compensation for soliciting another to purchase any other securities of the Fund
(except for the sale of Common Shares under this Agreement).

         5. Conditions of Underwriter's Obligations. The obligations of the
Underwriter to use its reasonable efforts to sell the Common Shares as provided
herein shall be subject to the accuracy, as of the date and hereof, and as of
each Closing Date, of the representations and warranties of the Fund and the
Investment Adviser contained herein, to the performance by each of them of their
respective obligations hereunder and to the following additional conditions:

         (a) The Registration Statement shall have become effective and no stop
order suspending the effectiveness of the Registration Statement shall have been
issued and no proceeding for that purpose shall have been instituted or, to the
knowledge of the Fund, the Investment Adviser or the Underwriter, threatened by
the Commission, and any request of the Commission for additional information (to
be included in the Registration Statement or the Prospectus or otherwise) shall
have been complied with to the Underwriter's satisfaction.

         (b) The Underwriter shall not have advised the Fund that the
Registration Statement or Prospectus, or any amendment or supplement thereto,
contains a statement of fact that in the Underwriter's opinion is untrue and is
material, or omits to state a fact that in the Underwriter's opinion is material
and is required to be stated therein or is necessary to make the statements
therein not misleading.

         (c) Except as contemplated in the Prospectus, subsequent to the
respective dates as of which information is given in the Registration Statement
and the Prospectus, there shall not have



                                       16
<PAGE>
been any material change in the capitalization of the Fund (other than sales of
shares pursuant to this Agreement or the Cash Purchase Plan), or any material
adverse change, or any development that may reasonably be expected to cause a
material adverse change, in the condition (financial or other), business,
prospects, net worth or results of operations of the Fund.

         (d) The Underwriter shall have received by the first day on which sales
are permitted to be made by the Underwriter hereunder (the "Commencement Date")
and at every other date specified in Section 4(n) hereof, opinions of Fund
Counsel, which opinion may rely, in part as to matters of Maryland law, upon an
opinion from other counsel to the Fund, satisfactory to the Underwriter (and
upon which the Underwriter shall be entitled to rely to the same extent as Fund
Counsel), dated as of the Commencement Date or as of such other date, as
applicable, to the effect that:

                           (i) The Fund has been duly established and is validly
                  existing as a corporation in good standing under the laws of
                  the State of Maryland, the Investment Adviser has been duly
                  incorporated and is validly existing as a corporation in good
                  standing under the laws of the State of Michigan.

                           (ii) Each of the Fund and the Investment Adviser has
                  the corporate power and authority to own, lease and operate
                  its respective properties, to execute, deliver and perform
                  this Agreement and the Fund Agreements to which it is a party,
                  and to conduct its respective business as described in the
                  Registration Statement and the Prospectus.

                           (iii) Each of the Fund and the Investment Adviser is
                  duly qualified as a corporation to transact business and is in
                  good standing in the jurisdiction of its principal place of
                  business and is duly qualified to do business in each
                  jurisdiction where such qualification is required, except
                  where the failure to so qualify would not have a material
                  adverse effect on the condition, financial or otherwise, or
                  the earnings, business affairs or business prospects of the
                  Fund, the Investment Adviser.

                           (iv) The Fund has an authorized, issued and
                  outstanding capitalization as set forth in the Prospectus as
                  of the dates specified therein. All of the outstanding Common
                  Shares have been duly authorized by requisite corporate action
                  on the part of the Fund and validly issued, are fully paid and
                  non-assessable by the Fund and conform to the description
                  thereof in the Prospectus.

                           (v) The Common Shares have been duly and validly
                  authorized, and, when issued and delivered to and paid for by
                  the purchasers thereof pursuant to this Agreement, will be
                  fully paid and nonassessable and conform to the description
                  thereof in the Prospectus; the issuance of the Common Shares
                  is not subject to any preemptive or other rights to subscribe
                  for any of the Common Shares under any indenture, mortgage,
                  deed of trust, lease or other agreement or instrument to which
                  the Fund is a party or by which the Fund or any of its
                  properties are bound, or under the Articles of Incorporation
                  or By-Laws of the Fund, or under the Maryland General
                  Corporation Law; all action required to be





                                       17
<PAGE>
                  taken for the authorization, issue and sale of the Common
                  Shares have been validly and sufficiently taken; the form of
                  certificate, if any, used to evidence the Common Shares is in
                  proper form and complies with all applicable statutory
                  requirements; and the Common Shares are the subject of an
                  effective registration statement permitting their sale in the
                  manner contemplated by this Agreement.

                           (vi) This Agreement has been duly authorized,
                  executed and delivered by the Fund and the Investment Adviser,
                  complies with all applicable provisions of the 1933 Act, the
                  1940 Act, the Advisers Act and the rules and regulations under
                  such acts and constitutes a valid and binding agreement of the
                  Fund, the Investment Adviser and NAIC, enforceable in
                  accordance with its terms, subject, as to enforcement, to
                  bankruptcy, insolvency, reorganization and other laws of
                  general applicability relating to or affecting creditors'
                  rights and to general equity principles.

                           (vii) Each of the Fund Agreements have been duly
                  authorized, executed and delivered by the Fund and the
                  Investment Adviser, as the case may be, comply as to form in
                  all material respects with all applicable provisions of the
                  1933 Act, the 1940 Act, the Advisers Act and the rules and
                  regulations under such acts and constitute the valid and
                  binding obligation of each of the Fund and the Investment
                  Adviser, enforceable in accordance with their terms, subject,
                  as to enforcement, to bankruptcy, insolvency, reorganization
                  and other laws of general applicability relating to or
                  affecting creditors' rights and to general equity principles.

                           (viii) The Registration Statement has become
                  effective under the 1933 Act; to the knowledge of such counsel
                  after due inquiry, no stop order suspending the effectiveness
                  of the Registration Statement has been issued and no
                  proceeding for that purpose has been instituted or threatened
                  by the Commission.

                           (ix) The Registration Statement, when it became
                  effective, and the Prospectus and any amendment or supplement
                  thereto, on the date of filing thereof with the Commission
                  (and at each Closing Date on or prior to the date of the
                  opinion), complied as to form in all material respects with
                  the requirements of the 1933 Act, the 1940 Act and the Rules
                  and Regulations.

                           (x) The description in the Registration Statement and
                  Prospectus of statutes, legal and governmental proceedings,
                  contracts and other documents are accurate in all material
                  respects and fairly present the information required to be
                  shown; and such counsel do not know of any statutes or legal
                  or governmental proceedings required to be described in the
                  Prospectus that are not described as required.

                           (xi) To the best of such counsel's knowledge and
                  information, there are no contracts, indentures, mortgages,
                  loan agreements, notes, leases or other instruments of the
                  Fund or the Investment Adviser that are required to be
                  described or referred to in the Registration Statement or to
                  be filed as exhibits




                                       18
<PAGE>


                  thereto other than those respectively described or referred to
                  therein or filed as exhibits thereto, the descriptions thereof
                  and references thereto are correct in all material respects,
                  and no default exists in the due performance or observance of
                  any material obligation, agreement, covenant or condition
                  contained in any contract, indenture, loan agreement, note or
                  lease so described, referred to or filed.

                           (xii) No consent, approval, authorization or order of
                  any court or governmental authority or agency is required in
                  connection with the sale of the Common Shares pursuant to this
                  Agreement, except such as has been obtained under the 1933
                  Act, the 1940 Act or the Rules and Regulations or such as may
                  be required under state securities laws; and the execution,
                  delivery and performance of, and the consummation of the
                  transactions contemplated by, this Agreement and the Fund
                  Agreements by each of the Fund and Investment Adviser, as
                  applicable, will not conflict with, or constitute or result in
                  a breach or violation by the Fund or the Investment Adviser of
                  or a default under, any of the terms or provisions of, (A) any
                  contract, indenture, mortgage, loan agreement, note, lease or
                  other instrument known to such counsel to which the Fund or
                  the Investment Adviser is a party or by which any of them is
                  bound or to which any of their property or assets are subject,
                  (B) the provisions of the Articles of Incorporation or By-Laws
                  of the Fund, or the articles of incorporation or by-laws of
                  the Investment Adviser or (C) any statute, or any order, rule
                  or regulation of any court or governmental agency or body,
                  applicable to the Fund or the Investment Adviser or any of
                  their businesses or properties.

                           (xiii) The Fund is registered with the Commission
                  under the 1940 Act as a closed-end diversified management
                  investment company, and all required action has been taken by
                  the Fund under the 1933 Act, the 1940 Act and the Rules and
                  Regulations to make and consummate the Offer; the provisions
                  of the Articles of Incorporation and By-Laws of the Fund
                  comply in all material respects with the requirements of the
                  1940 Act and the rules and regulations thereunder; and, to the
                  best of such counsel's knowledge and information, no order of
                  suspension or revocation of such registration under the 1940
                  Act, pursuant to Section 8(e) of the 1940 Act, has been issued
                  or proceedings therefor initiated or threatened by the
                  Commission.

                           (xiv) The information in the Prospectus (and
                  statement of additional information) under the captions "The
                  Fund", "Investment Objective and Policies," "The Investment
                  Adviser," "Description of Shares," "The Offering" and
                  "Taxation", to the extent that it constitutes matters of law
                  or legal conclusions thereunder, has been reviewed by such
                  counsel and is accurate and correct in all material respects.

                           (xv) The Investment Adviser is duly registered as an
                  investment adviser under the Advisers Act and is not
                  prohibited by the Advisers Act or the 1940 Act, or the rules
                  and regulations under such acts, from acting under the
                  Investment




                                       19

<PAGE>

                  Advisory Agreement for the Fund as contemplated by the
                  Registration Statement and the Prospectus.

                           (xvi) The Fund is a "regulated investment company" as
                  defined in Section 851 of the Code, and the Fund and its
                  shareholders are subject to federal income taxation as
                  provided in Subpart M of the Code.

         In addition, such counsel shall state that nothing has come to such
counsel's attention that would lead them to believe that the Registration
Statement (other than the financial statements and other financial information
included therein, as to which no belief need be stated), at the time it
(including any post-effective amendment) became effective, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading or
that the Prospectus (other than the financial statements and other financial
information included therein, as to which no belief need be stated), and any
amendments or supplements thereto, on the date of filing thereof with the
Commission and at the Commencement Date and at each Closing Date on or prior to
the date of the opinion included an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

         (e) At the Commencement Date and at such other dates specified in
Section 4(o) hereof, the Underwriter shall have received a "comfort" letter from
Plante & Moran, LLP, independent public accountants for the Fund, or other
independent accountants satisfactory to the Underwriter, dated the date of
delivery thereof, with respect to procedures which have been agreed upon by the
Underwriter and the Fund, and otherwise in form and substance satisfactory to
the Underwriter.

         (f) The Underwriter shall have received a certificate, or certificates,
signed by the President and Treasurer (which may be one person) or his designee
of each of the Fund and the Investment Adviser, dated as of the Commencement
Date and dated as of the first day of each month (each a "Certificate Date"), to
the effect that, to the best of their knowledge based upon reasonable
investigation:

                           (i) the representations and warranties of the Fund
                  and the Investment Adviser in this Agreement are true and
                  correct, as if made at and as of such Certificate Date, and
                  the Fund and the Investment Adviser have each complied with
                  all the agreements and satisfied all the conditions on their
                  part respectively, to be performed or satisfied at or prior to
                  the Certificate Date;

                           (ii) no stop order suspending the effectiveness of
                  the Registration Statement has been issued, and no proceeding
                  for that purpose has been instituted or, to the knowledge of
                  such officer after due inquiry, is threatened, by the
                  Commission;

                           (iii) the Registration Statement and the Prospectus
                  contain all statements that are required to be stated therein
                  in accordance with the 1933 Act, the 1940 Act and the Rules
                  and Regulations and conform in all material respects




                                       20
<PAGE>


                  to the requirements of the 1933 Act, 1940 Act and the Rules
                  and Regulations and the Registration Statement and the
                  Prospectus do not contain any untrue statement of a material
                  fact or omit to state any material fact necessary to make the
                  statements therein, in the light of the circumstances under
                  which they were made, not misleading, and no action suit or
                  proceeding of law or in equity is pending or, threatened
                  against the Fund or the Investment Adviser, that would be
                  required to be set forth in the Registration Statement and the
                  Prospectus other than as set forth therein;

                           (iv) there has not been, since the respective dates
                  as of which information is given in the Registration Statement
                  and the Prospectus, any material adverse change in the
                  condition, financial or otherwise, of the Fund or the
                  Investment Adviser in their earnings, business affairs or
                  business prospects, whether or not arising in the ordinary
                  course of business, from that set forth in the Registration
                  Statement and Prospectus;

                           (v) the Investment Adviser has the financial,
                  personnel and other resources available necessary for the
                  performance of its services and obligations as contemplated in
                  the Prospectus; and

                           (vi) no proceedings are pending or, to the knowledge
                  of the Fund or the Investment Adviser, threatened against the
                  Fund or the Investment Adviser, before or by any federal,
                  state or other commission, board or administrative agency
                  wherein an unfavorable decision, ruling or finding would
                  materially and adversely affect the business, property,
                  financial condition or income of either the Fund or the
                  Investment Adviser, other than as set forth in the
                  Registration Statement and the Prospectus.

         In addition, on each Certificate Date the certificate shall also state
that the Common Shares to be sold to that date have been duly and validly
authorized by the Fund and that all action required to be taken for the
authorization, issuance and sale of the Common Shares has been validly and
sufficiently taken.

         (g) At the Commencement Date and on each Closing Date, the Fund shall
have furnished to the Underwriter such appropriate further information,
certificates and documents as the Underwriter may reasonably request.

         All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are satisfactory in form and
substance to the Underwriter. The Fund will furnish the Underwriter with such
conformed copies of such opinions, certificates, letters and other documents as
the Underwriter shall reasonably request.

         6.       Indemnification and Contribution.

         (a) Each of the Fund and the Investment Adviser, jointly and severally,
agrees to indemnify and hold harmless the Underwriter, each Selected Dealer, the
directors, officers, employees and agents of the Underwriter and each Selected
Dealer and each person, if any, who controls the Underwriter and each Selected
Dealer within the meaning of Section 15 of the 1933






                                       21
<PAGE>


Act or Section 20 of the Exchange Act (collectively the "Underwriter Indemnified
Persons"), from and against any and all losses, claims, liabilities, expenses
and damages (including, but not limited to, any and all investigative, legal and
other expenses reasonably incurred in connection with, and any and all amounts
paid in settlement of, any action, suit or proceeding between any of the
indemnified parties and any indemnifying parties or between any indemnified
party and any third party, or otherwise, or any claim asserted), as and when
incurred, to which the Underwriter Indemnified Persons may become subject under
the 1933 Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims,
liabilities, expenses or damages arise out of or are based on (i) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, the Registration Statement or the Prospectus or any
amendment or supplement to the Registration Statement or the Prospectus, or in
any application or other document executed by or on behalf of the Fund or the
Investment Adviser or based on written information furnished by or on behalf of
the Fund or the Investment Adviser filed in any jurisdiction in order to qualify
the Common Shares under the securities laws thereof or filed with the
Commission, (ii) the omission or alleged omission to state in any such document
a material fact required to be stated in it or necessary to make the statements
in it not misleading or (iii) any breach by any of the indemnifying parties of
any of their respective representations, warranties and agreements contained in
this Agreement; provided that this indemnity agreement shall not apply to the
extent that such loss, claim, liability, expense or damage (1) arises from the
sale of the Common Shares pursuant to this Agreement and is based on an untrue
statement or omission or alleged untrue statement or omission made in reliance
on and in conformity with information relating to the Underwriter furnished in
writing to the Fund by the Underwriter expressly for inclusion in any document
described in clause (a)(i) above, or (2) is found in a final judgment by a court
of competent jurisdiction to have resulted from the bad faith, willful
misconduct or negligence of the Underwriter or any Selected Dealer or the breach
by the Underwriter or any Selected Dealer of its duties and obligations
hereunder. This indemnity agreement will be in addition to any liability that
the Fund or Investment Adviser might otherwise have.

         (b) The Underwriter agrees to indemnify and hold harmless the Fund, the
Investment Adviser, each person, if any, who controls the Fund, or the
Investment Adviser within the meaning of Section 15 of the 1933 Act or Section
20 of the Exchange Act, each director of the Fund, and the Investment Adviser
and each officer, employee and agent to the same extent as the foregoing
indemnity from the Fund and the Investment Adviser to the Underwriter, but only
insofar as losses, claims, liabilities, expenses or damages arise out of or are
based on any untrue statement or omission or alleged untrue statement or
omission made in reliance on and in conformity with information relating to the
Underwriter furnished in writing to the Fund by the Underwriter expressly for
use in any document described in clause (a)(i) above. This indemnity will be in
addition to any liability that the Underwriter might otherwise have; provided,
however, that in no case shall the Underwriter be liable or responsible for any
amount in excess of the commissions received by the Underwriter hereunder.

         (c) Any party that proposes to assert the right to be indemnified under
this Section 6 will, promptly after receipt of notice of commencement of any
action against such party in respect of which a claim is to be made against an
indemnifying party or parties under this Section 6, notify each such
indemnifying party of the commencement of such action, enclosing a copy of all
papers served, but the omission so to notify such indemnifying party will not
relieve



                                       22
<PAGE>


it from (i) any liability that it might have to any indemnified party otherwise
than under this Section 6 and (ii) any liability that it may have to any
indemnified party under the foregoing provisions of this Section 6 unless, and
only to the extent that, such omission results in the forfeiture of substantive
rights or defenses by the indemnifying party. If any such action is brought
against any indemnified party and it notifies the indemnifying party of such
commencement, the indemnifying party will be entitled to participate in and, to
the extent that it elects by delivering written notice to the indemnified party
promptly after receiving notice of the commencement of the action from the
indemnified party, jointly with any other indemnifying party similarly notified,
to assume the defense of the action, with counsel satisfactory to the
indemnified party, and after notice from the indemnifying party to the
indemnified party of its election to assume the defense, the indemnifying party
will not be liable to the indemnified party, for any legal or other expenses
except as provided below and except for the reasonable costs of investigation
subsequently incurred by the indemnified party in connection with the defense.
The indemnified party will have the right to employ its own counsel in any such
action, but the fees, expenses and other charges of such counsel will be at the
expense of such indemnified party unless (1) the employment of counsel by the
indemnified party has been authorized in writing by the indemnifying party, (2)
the indemnified party has reasonably concluded (based on advice of counsel) that
there may be legal defenses available to it or other indemnified parties that
are different from or in addition to those available to the indemnifying party,
(3) a conflict or potential conflict exists (based on advice of counsel to the
indemnified party) between the indemnified party and the indemnifying party (in
which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying party
has not in fact employed counsel to assume the defense of such action within a
reasonable time after receiving notice of the commencement of the action, in
each of which cases the reasonable fees, disbursements and other charges of
counsel will be at the expense of the indemnifying party or parties. It is
understood that the indemnifying party or parties shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for
the reasonable fees, disbursements and other charges of more than one separate
firm admitted to practice in such jurisdiction at any one time for all such
indemnified party or parties. All such fees, disbursements and other charges
will be reimbursed by the indemnifying party promptly as they are incurred. An
indemnifying party will not be liable for any settlement of any action or claim
effected without its written consent (which consent will not be unreasonably
withheld). No indemnifying party shall, without the prior written consent of
each indemnified party, settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding relating to
the matters contemplated by this Section 6 (whether or not any indemnified party
is a party thereto), unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising or
that may arise out of such claim, action or proceeding. Notwithstanding any
other provision of this Section 6(c), if at any time an indemnified party shall
have requested an indemnifying party to reimburse the indemnified party for fees
and expenses of counsel, such indemnifying party agrees that it shall be liable
for any settlement effected without its written consent if (i) such settlement
is entered into more than 45 days after receipt by such indemnifying party of
the aforesaid request, and (ii) such indemnifying party shall have received
notice of the terms of such settlement at least 30 days prior to such settlement
being entered into.

         (d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in the foregoing
paragraphs of this Section 6 is applicable in





                                       23
<PAGE>

accordance with its terms but for any reason is held to be unavailable from the
Fund, the Investment Adviser or the Underwriter (including the Underwriter
Indemnified Persons), the Fund, the Investment Adviser, and the Underwriter will
contribute to the total losses, claims, liabilities, expenses and damages
(including any investigative, legal and other expenses reasonably incurred in
connection with, and any amount paid in settlement of, any action, suit or
proceeding or any claim asserted, but after deducting any contribution received
by the Fund, or the Investment Adviser from persons other than the Underwriter,
such as persons who control the Fund within the meaning of the 1933 Act,
officers of the Fund who signed the Registration Statement and directors of the
Fund, who also may be liable for contribution, or any contribution received by
the Underwriter from persons other than the Fund or the Investment Adviser) to
which the indemnified party may be subject in such proportion as shall be
appropriate to reflect the relative benefits received by the Fund and the
Investment Adviser on the one hand and the Underwriter on the other. The
relative benefits received by the Fund and the Investment Adviser, on the one
hand, and the Underwriter, on the other, shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Fund bear to the total commissions received by the
Underwriter from the sale of the Common Shares on behalf of the Fund. If, but
only if, the allocation provided by the foregoing sentence is not permitted by
applicable law, the allocation of contribution shall be made in such proportion
as is appropriate to reflect not only the relative benefits referred to in the
foregoing sentence but also the relative fault of the Fund and the Investment
Adviser, on the one hand, and the Underwriter, on the other, with respect to the
action, statements or omissions which resulted in such loss, claim, liability,
expense or damage, or action in respect thereof, as well as any other relevant
equitable considerations with respect to such offering. Such relative fault
shall be determined by reference to whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, or other conduct giving rise to liability, relates to information supplied
by the Fund or the Underwriter, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
statement or omission, and the conduct of the parties. The Fund, the Investment
Adviser, and the Underwriter agree that it would not be just and equitable if
contributions pursuant to this Section 6(d) were to be determined by pro rata
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, liability, expense or
damage, or action in respect thereof, referred to above in this Section 6(d)
shall be deemed to include, for purposes of this Section 6(d), any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), the Underwriter shall not be required to
contribute any amount in excess of the commissions received by it under this
Agreement and no person found guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) will be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section 6(d), any person who controls a party to this Agreement within
the meaning of the 1933 Act, will have the same rights to contribution as that
party, each officer, director, employee or agent of the Underwriter will have
the same rights to contribution as the Underwriter, each officer, director,
employee or agent of the Investment Adviser will have the same rights to
contribution as that party and each officer, director employee or agent of the
Fund Statement will have the same rights to contribution as the Fund, subject in
each case to the provisions hereof. Any party entitled to contribution, promptly
after receipt of notice of





                                       24
<PAGE>


commencement of any action against such party in respect of which a claim for
contribution may be made under this Section 6(d), will notify any such party or
parties from whom contribution may be sought, but the omission to notify will
not relieve the party or parties from whom contribution may be sought from any
other obligation it or they may have under this Section 6(d). Except for a
settlement entered into pursuant to the last sentence of Section 6(c) hereof, no
party will be liable for contribution with respect to any action or claim
settled without its written consent (which consent will not be unreasonably
withheld).

         (e) For purposes of this Agreement, the Fund and the Investment Adviser
agree that the only written information relating to the Underwriter furnished in
writing to the Fund by the Underwriter expressly for inclusion in the
preliminary prospectus, Registration Statement or Prospectus is the address of
the Underwriter set forth in the second paragraph under the caption
"Underwriting" and the identification of counsel to the Underwriter under the
caption "Legal Matters" in the preliminary prospectus and Prospectus.

         7. Representations and Agreements to Survive Delivery. The indemnity
and contribution agreements contained in Section 6 and the representations and
warranties of the Fund, the Investment Adviser and the Underwriter contained in
this Agreement shall remain operative and in full force and effect regardless of
(i) any investigation made by or on behalf of the Fund, the Investment Adviser,
or the Underwriter, as applicable, (ii) acceptance of the Common Shares and
payment therefor or (iii) any termination of this Agreement.

         8.       Termination.

         (a) The Underwriter shall have the right by giving written notice as
hereinafter specified at any time to terminate this Agreement if (i) any
material adverse change, or any development that is reasonably expected to cause
material adverse change, in the business, financial condition or results of
operations of the Fund or the Investment Adviser has occurred which, in the
judgment of such Underwriter, materially impairs the investment quality of the
Common Shares, (ii) the Fund or the Investment Adviser shall have failed,
refused or been unable to perform any agreement on its part to be performed
hereunder, (iii) any other condition of the Underwriter's obligations hereunder
is not fulfilled, (iv) any suspension or limitation of trading in the Common
Shares on the CHX shall have occurred, (v) any banking moratorium shall have
been declared by Federal or New York authorities or (vi) an outbreak or material
escalation of major hostilities in which the United States is involved, a
declaration of war by Congress, any other substantial national or international
calamity or any other event or occurrence of a similar character shall have
occurred since the execution of this Agreement that, in the judgment of the
Underwriter, makes it impractical or inadvisable to proceed with the completion
of the sale of and payment for the Common Shares to be sold by the Underwriter
on behalf of the Fund. Any such termination shall be without liability of any
party to any other party except that the provisions of Section 3(i), Section
4(i), Section 6 and Section 7 hereof shall remain in full force and effect
notwithstanding such termination.

         (b) The Fund shall have the right, by giving thirty days advance
written notice, to terminate this Agreement in its sole discretion. The Fund
shall further have the right, by giving three days' written notice to the
Underwriter, to terminate this Agreement in the event any action or proceeding
shall be instituted or threatened against the Underwriter, either in any court
of





                                       25
<PAGE>



competent jurisdiction, before the Commission, the NASD or any state securities
administrator concerning its activities as a broker or dealer that would prevent
the Underwriter from acting as such, or if a petition in bankruptcy or
insolvency or for reorganization or for the appointment of a receiver or trustee
of the Underwriter's assets is filed or if the Underwriter makes an assignment
for the benefit of its creditors. Any such termination shall be without
liability of any party to any other party except that the provisions of Section
3(i), Section 4(i), Section 6 and Section 7 hereof shall remain in full force
and effect notwithstanding such termination.

         (c) In addition to its rights under Section 8(a), the Underwriter shall
have the right, by giving thirty days advance written notice as hereinafter
specified, to terminate this Agreement in its sole discretion. Any such
termination shall be without liability of any party to any other party except
that the provisions of Section 3(i), Section 4(i), Section 6 and Section 7
hereof shall remain in full force and effect notwithstanding such termination.

         (d) This Agreement shall remain in full force and effect unless
terminated pursuant to Sections 8(a), (b) or (c) above or otherwise by mutual
agreement of the parties; provided that any such termination by mutual agreement
shall in all cases be deemed to provide that Section 3(i), Section 4(i), Section
6 and Section 7 shall remain in full force and effect.

         (e) Any termination of this Agreement shall be effective on the date
specified in such notice of termination; provided that such termination shall
not be effective until the close of business on the date of receipt of such
notice by the Underwriter or the Fund, as the case may be.

         9. Notices. All notices or communications hereunder shall be in writing
and if sent to the Underwriter shall be mailed, delivered, telexed or telecopied
and confirmed to the Underwriter at Broker Dealer Financial Services Corp., 8800
NW 62nd Avenue, P.O. Box 6240, Johnston, Iowa 50131-6240, facsimile no. (515)
286-2972, attention: E.B. Wright, or if sent to the Fund or the Investment
Adviser, shall be mailed, delivered, telexed or telecopied and confirmed to the
Fund or the Investment Adviser at 711 West Thirteen Mile Road, Madison Heights,
MI 48071, facsimile no. (248)583-4880, attention: Kenneth S. Janke. Each party
to this Agreement may change such address for notices by sending to the parties
to this Agreement written notice of a new address for such purpose.

         10. Parties. This Agreement shall inure to the benefit of and be
binding upon the Fund, the Investment Adviser, and the Underwriter (including,
with respect to Section 6, the Underwriter Indemnified Persons) and their
respective successors and the controlling persons, officers and directors
referred to in Section 6 hereof, and no other person will have any right or
obligation hereunder.

         11. Adjustments for Stock Splits, Etc. The parties acknowledge and
agree that all share related numbers contained in this Agreement (including,
without limitation, the Maximum Amount and the Sales Price) shall be adjusted to
take into account any stock split effected or stock dividend with respect to the
Common Shares.

         12. Entire Agreement. This Agreement constitutes the entire agreement
and supersedes all other prior and contemporaneous agreements and undertakings,
both written and oral, among the parties hereto with regard to the subject
matter hereof.



                                       26
<PAGE>

         13. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF IOWA WITHOUT REGARD TO ANY
PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

         14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         15. Business Days. For purposes of this Agreement, a "business day"
shall refer to any day on which the Investment Adviser and the New York Stock
Exchange are open for business and the Fedwire service of the Federal Reserve
Board is operational.











                                       27
<PAGE>



         If the foregoing correctly sets forth the understanding between the
Fund, the Investment Adviser, and the Underwriter, please so indicate in the
space provided below for that purpose, whereupon this letter shall constitute a
binding agreement among the Fund, the Investment Adviser, and the Underwriter.

                                        Very truly yours,


                                        NAIC GROWTH FUND, INC.


                                                 By:___________________________
                                                 Name:_________________________
                                                 Title:________________________


                                        GROWTH FUND ADVISOR, INC.


                                                 By:___________________________
                                                 Name:_________________________
                                                 Title:________________________


ACCEPTED as of the date first above written
BROKER DEALER FINANCIAL SERVICES CORP.


         By:________________________
         Name:_____________________
         Title:______________________








                                       28
<PAGE>




                                    EXHIBIT A
                        Form of Selected Dealer Agreement







                                       29
<PAGE>




                                    EXHIBIT B
                         Form of Subscription Agreement














                                       30

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.H(II)
<SEQUENCE>5
<FILENAME>k71799exv99whxiiy.txt
<DESCRIPTION>FORM OF SELECTED DEALER AGREEMENT
<TEXT>
<PAGE>
                                                                   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., P.O. Box 220, Royal Oak, Michigan 48068, 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

<PAGE>




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

<PAGE>





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:
                  -------------------------------

         Title:
                  -------------------------------


Accepted and agreed to this        day of           , 200    .
                           -------        ----------     ----


         -----------------------------------------------
         FIRM NAME OF SELECTED DEALER


         By:
                  -------------------------------

         Title:
                  -------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.J
<SEQUENCE>6
<FILENAME>k71799exv99wj.txt
<DESCRIPTION>CUSTODIAL AGREEMENT
<TEXT>
<PAGE>
                                                                       EXHIBIT J
                               CUSTODIAL AGREEMENT


         Explanatory note: Standard Federal Bank, N.A. acts as Custodian as
successor to Michigan National Bank.

         THIS CUSTODIAL AGREEMENT (hereinafter referred to as "Agreement") made
this 15th day of May, 19____, by and between NAIC Growth Fund, Inc. (hereinafter
referred to as "PRINCIPAL") and Michigan National Bank, a national banking
association (hereinafter referred to as "CUSTODIAN").

                                   WITNESSETH

         WHEREAS, the PRINCIPAL desires to appoint Michigan National Bank as the
CUSTODIAN with respect to certain property covered hereby; and

         WHEREAS, the CUSTODIAN is willing to act in this capacity pursuant to
the terms and conditions stated herein;

         NOW, THEREFORE, in consideration of the foregoing recitals, the parties
hereto agree as follows:

         1. APPOINTMENT OF THE CUSTODIAN. The PRINCIPAL hereby appoints Michigan
National Bank as the CUSTODIAN with respect to certain property covered hereby,
and the CUSTODIAN accepts such appointment and agrees to act as such pursuant to
the terms and conditions of this Agreement.

         2. DELIVERY OF PROPERTY. The PRINCIPAL has delivered to the CUSTODIAN
certain cash, securities, or other items of personal property. The PRINCIPAL may
deposit from time to time hereafter additional cash, securities, or other items
of personal property acceptable to the CUSTODIAN to be held under the terms of
this Agreement. The cash, securities, or other items of personal property at any
time on deposit with the CUSTODIAN under this Agreement shall be known as the
"Property."

         3. POWERS AND DUTIES OF THE CUSTODIAN. The CUSTODIAN is hereby granted
and shall have and exercise the following powers and duties with respect to the
Property:

                  (a) The CUSTODIAN shall hold, deliver, buy, sell, disburse, or
otherwise dispose of, or take other action with respect to, the Property as the
PRINCIPAL, its agent, or any duly appointed investment manager, from time to
time, may instruct. The CUSTODIAN shall, under no circumstances, be responsible
for determining whether any instructions received from the PRINCIPAL'S agent or
from an investment manager are within the agent's authority or are otherwise
appropriate for the PRINCIPAL'S account.

                  (b) The CUSTODIAN shall hold the Property in its possession
using the same care in its physical custody as is observed with respect to
assets held by the CUSTODIAN in fiduciary capacities.

                  (c) The CUSTODIAN shall temporarily invest all cash portions
of the Property in money market mutual funds (which funds may be advised by the
CUSTODIAN or its affiliate) and shall redeem or sell such investment to pay for
any purchase, disbursements, or expenses authorized by the PRINCIPAL or
investment manager. The CUSTODIAN or its affiliate, upon instructions of the
PRINCIPAL or investment manager, may undertake to place and execute for the
PRINCIPAL'S account orders for the purchase of securities, provided that such
funds of the PRINCIPAL are either on deposit with the CUSTODIAN or made
available in advance for such purpose, and to place and execute orders for the
sale of securities held in the account provided that such securities are in
deliverable form. The CUSTODIAN is authorized to charge the account with the
cost of all securities purchased or received against payment and to credit the
account of the PRINCIPAL with the proceeds received for securities sold or
delivered against payment, balances to be held in the account. The CUSTODIAN is
not granted and does not claim under this Agreement any security interest in the
Property. Mutual fund shares are not deposits or obligations of, or sponsored,
endorsed, or guaranteed by, Michigan National Corporation or any of its
subsidiaries, including Michigan National Bank. Shares are not insured by the
Federal Deposit Insurance Corporation (FDIC) or any other state or federal
government agency. The purchase of mutual fund shares involves investment risk,
including possible loss of principal.




                                                                               1
<PAGE>


                  (d) The CUSTODIAN may utilize a general disbursement account
for distribution from the trust, without incurring any liability for payment of
interest thereon, notwithstanding the CUSTODIAN'S receipt of "float" involving
the distribution account.

                  (e) The acquisition or disposition of securities and other
property shall be made by the CUSTODIAN only upon instructions from the
PRINCIPAL or investment manager. The CUSTODIAN may accept directions,
instructions, and other forms of communication from the PRINCIPAL or investment
manager other than in writing unless previously instructed by the PRINCIPAL or
investment manager in writing not to so proceed.

                  (f) The CUSTODIAN shall sign all proxies to vote securities
held hereunder and deliver said proxies to the PRINCIPAL, or a duly appointed
investment manager. The CUSTODIAN shall have no authority or responsibility to
vote such proxies.

                  (g) The CUSTODIAN will try to collect all interest, dividends,
rent, and other payments becoming due on the investments and all principal
items, due on called or matured securities. If the CUSTODIAN receives any checks
that are payable to the PRINCIPAL, the CUSTODIAN may endorse them in the
PRINCIPAL'S name.

                  (h) As to any Property held pursuant to this Agreement, the
CUSTODIAN may hold and register the same in its own name, or in the name of a
nominee, or by electronic book entry, provided that the records of the CUSTODIAN
shall at all times account for the property belonging to the custodial account
of the PRINCIPAL.

                  (i) The CUSTODIAN may take such action through exercise, sale
or other disposition of such stock or bond subscription rights, allotments,
fractional shares, or other similar assets requiring prompt attention as are
received by the CUSTODIAN in connection with the Property held hereunder; and
may execute stock, bond, or other powers of assignment in the name of the
PRINCIPAL as the CUSTODIAN in its discretion and without obtaining the prior
authorization or specific approval of the PRINCIPAL, may deem for the best
interests of the PRINCIPAL in connection with any Property held hereunder.

                  (j) The CUSTODIAN shall be entitled to surrender promptly for
redemption any securities held in the account with respect to which notice of
redemption is published or received; to prepare, sign, and file either in its
name or in the name of the PRINCIPAL any proper certificate or other statement
with respect to the ownership of any said assets which may be required by law
upon receiving payment of any income or principal; to exchange temporary for
definitive securities; to exchange securities in recapitalizations and
reorganizations; and to deliver securities upon sale thereof.

                  (k) The responsibility of the CUSTODIAN is limited to its
obligations as set forth herein, and the CUSTODIAN shall have no further
obligation under this Agreement except to exercise good faith and ordinary care.
The CUSTODIAN shall make payments and distributions solely upon the written
instructions of the PRINCIPAL or its agents.

         4. WITHDRAWAL AND DISTRIBUTION OF PROPERTY. The PRINCIPAL reserves the
absolute right to withdraw such portions of the Property as it may from time to
time elect. The CUSTODIAN shall make payments and distributions solely upon the
written instructions of the PRINCIPAL or its agents.

         5. ACCOUNTS. The CUSTODIAN shall keep an account of all receipts and
disbursements and send a report to the PRINCIPAL at least annually. The account
shall be binding upon the PRINCIPAL unless a written objection is sent to the
CUSTODIAN within sixty (60) days after receipt. The furnishing of this report
shall constitute compliance with the transaction confirmation provisions of 12
CFR 12. The PRINCIPAL may receive, upon written request and at no additional
cost, timely confirmation of all transactions.

         6. COMPENSATION OF THE CUSTODIAN. The CUSTODIAN shall charge the
account for its fees and its expenses, including any attorney fees incurred as a
result of serving as the CUSTODIAN under this Agreement.





                                                                               2
<PAGE>





Any fees and expenses not paid from the Property shall be paid by the PRINCIPAL.
The CUSTODIAN is not granted and does not claim under this Agreement any
security interest in the Property.

         7. INDEMNIFICATION OF THE CUSTODIAN. The PRINCIPAL hereby agrees to
reimburse, indemnify, and hold harmless the CUSTODIAN from any against any and
all liability, loss, claim, damage, or expense, including attorney fees (except
for negligence or willful misconduct on the part of the CUSTODIAN), resulting
from the exercise by the CUSTODIAN of any authority or power granted to it
hereunder, or from claims of third parties, or from any taxes or other
governmental charges and any expenses related thereto, which may be imposed or
assessed with respect to the Property.

         8. TERMINATION. This Agreement may be terminated at any time by either
the PRINCIPAL or the CUSTODIAN upon written notice to the other. Upon
termination, the CUSTODIAN shall prepare a final account, deduct its fees and
expenses from the Property held under this Agreement, and deliver the balance of
the Property to the PRINCIPAL.

         9. NOTICES. All notices, instructions or other communications shall be
given to the parties hereto at the following addresses:

         If to the CUSTODIAN:



         If to the PRINCIPAL:               NAIC Growth Fund, Inc.
                                            711 West Thirteen Mile Road
                                            Madison Heights, Michigan  48071

         10. MISCELLANEOUS. This Agreement shall not be amended or altered
except by writing, signed by both parties. Where the context requires, the
masculine shall be read in the feminine or neuter and the singular in the
plural. No waiver by the CUSTODIAN of any provision of this Agreement shall
constitute a subsequent waiver of the same or any other provision. This
Agreement shall be binding on the parties hereto, their heirs, legal
representatives, successors, and assigns. This Agreement shall be governed by
the laws of the State of Michigan.

         IN WITNESS WHEREOF, the PRINCIPAL and the CUSTODIAN have executed this
Agreement.

WITNESSES:                                PRINCIPAL:





                                          By /s/ Thomas E. O'Hara
- -------------------------------             --------------------------
                                          Its: Chairman
- -------------------------------               ------------------------




                                          Michigan National Bank ("CUSTODIAN")
                                          a national banking association


- ---------------------------------

                                          By: /s/ Joanne M. Gaskin
                                             ---------------------------
                                          Its: Dir. Institutional Trust
- ---------------------------------             --------------------------







                                                                               3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.K
<SEQUENCE>7
<FILENAME>k71799exv99wk.txt
<DESCRIPTION>FORM OF ESCROW AGREEMENT
<TEXT>
<PAGE>
                                                                       EXHIBIT K

                                ESCROW AGREEMENT

         This Escrow Agreement (the "Agreement") is entered into this ____ day
of __________, 2002, between NAIC Growth Fund, Inc., a Maryland corporation (the
"Fund"), Broker Dealer Financial Services Corp., an Iowa corporation (the
"Underwriter"), and Standard Federal Bank N.A., a national banking association
(the "Escrow Agent").


                                    RECITALS

         A. The Fund proposes to issue and sell through the Underwriter up to
5,000,000 shares of its common stock, par value $0.001 per share (the "Shares")
in accordance with the terms of an Underwriting Agreement between the Fund, the
Underwriter and Growth Fund Adviser, Inc. dated _________, 2002 (the
"Underwriting Agreement").

         B. The Fund and the Underwriter desire that the payments received from
prospective purchasers in the offering be placed in escrow until released to the
Fund pursuant to the terms of this Agreement.

         THEREFORE, it is hereby agreed as follows:

1.       Each person desiring to purchase Shares in the offering ("Purchaser")
         will be required to send the Fund a subscription agreement to subscribe
         for such Shares ("Subscription Agreement") and a check payable to the
         Escrow Agent in the amount of the purchase price for the Shares the
         Purchaser desires to purchase (the "Subscription Payment").

2.       The Fund will deposit any Subscription Payment it receives with the
         Escrow Agent and will provide the Escrow Agent with the following
         information, with a copy to the Underwriter, with respect to each
         Subscription Agreement it receives:

         (a)      The name and address of the Purchaser,

         (b)      The date of the Subscription Agreement received by the Fund;
                  and

         (c)      The dollar amount of the Subscription Payment relating to such
                  Subscription Agreement.

3.       The Escrow Agent shall provide the Fund with a report by [time] on the
         first business day following each Determination Date (as hereafter
         defined). Each report shall be prepared as of 5:30 p.m., local time, of
         the applicable Determination Date and shall set forth the name of each
         Purchaser from whom the Escrow Agent has received previously unreported
         cleared funds and the amount of previously unreported cleared funds for
         each such Purchaser, as of such date and time. The Fund will provide
         the Underwriter with a copy of each such report. For purposes of this
         Agreement, a "business day" shall mean any day on which the Growth Fund
         Advisor, Inc. and the New York Stock Exchange are



<PAGE>

         open for business and the Fedwire service of the Federal Reserve Board
         is operational, and "Determination Date" means Thursday of each week,
         or if any Thursday is not a business day, the business day immediately
         preceding such Thursday.

4.       The Escrow Agent shall hold any Subscription Payments and related
         investment earnings which it receives in escrow, subject to the
         provisions of this Agreement. The Escrow Agent shall provide the Fund
         with a monthly statement of receipts and disbursements made pursuant to
         this Agreement. The Fund shall provide the Underwriter with a copy of
         each such statement.

5.       The Fund and the Underwriter have each reserved the right, in their
         sole discretion, to accept or to not accept a Subscription Agreement.
         If for any reason a Subscription Agreement is not accepted by either
         the Fund or the Underwriter, the Fund will instruct the Escrow Agent in
         writing, with a copy to the Underwriter, to refund the related
         Subscription Payment to the applicable Purchaser, without interest. The
         Escrow Agent shall refund such Subscription Payments within five
         business days of receiving such written instruction.

6.       Upon acceptance of a Subscription Agreement by the Fund and the
         Underwriter and sale by the Fund of the related Shares to the
         applicable Purchaser, the Fund shall notify the Escrow Agent of such
         acceptance and the settlement date for the sale of such Shares. The
         Escrow Agent shall, on the settlement date, deposit the related
         Subscription Payment to the Fund's account no. ___________________ with
         the Escrow Agent.

7.       The duties and obligations of the Escrow Agent hereunder shall be
         determined solely by the express provisions of this Agreement. The
         Escrow Agent shall not be liable or responsible for any act done or
         step taken or omitted by it or any mistake of fact or law or for
         anything which it may do or refrain from doing, except for its gross
         negligence, willful misconduct or willful default in the performance of
         any obligation imposed upon it hereunder.

8.       The Escrow Agent shall not be liable to the Underwriter or to any other
         person for acting upon any written instruction which it receives from
         the Fund pursuant to this Agreement. The Escrow Agent is authorized to
         act in reliance upon the sufficiency, correctness, genuineness or
         validity of any instrument or document or other writing submitted to it
         hereunder and shall have no liability with respect to such matters.

9.       Any property held by the Escrow Agent under this Agreement shall be
         held uninvested.

10.      The Escrow Agent is not obligated to render any statements or notices
         of non-performance hereunder to any party to this Agreement but may in
         its discretion inform any party or its authorized representative of,
         any matters pertaining to this Agreement.

11.      The Escrow Agent's fee as set forth in the attached fee schedule shall
         be paid by the Fund. The Fund agrees to indemnify and hold harmless the
         Escrow Agent from any costs, damages, expenses or claims, including
         attorney's fees, which the Escrow Agent may incur or sustain as a
         result of or arising out of this Agreement or the Escrow Agent's duties
         relating thereto and will pay them on demand.


                                       2
<PAGE>

12.      The Escrow Agent shall be reimbursed by the Fund for all disbursements
         and expenses made or incurred hereunder and if it shall be required to
         perform extraordinary services not contemplated herein, it shall
         receive reasonable additional compensation therefor. The Escrow Agent
         shall not be required to institute or maintain litigation unless
         indemnified to its satisfaction for its counsel fees, costs,
         disbursements and all other costs, expenses and liabilities to which it
         may in its judgment be subjected in connection with such action.

13.      In the event of any disagreement or the presentation of adverse claims
         or demands in connection with the property deposited pursuant to this
         Agreement, the Escrow Agent shall, at its option, be entitled to refuse
         to comply with any such claims or demands during the continuance of
         such disagreement and may refrain from delivering any item affected
         thereby, and in so doing, the Escrow Agent shall not become liable to
         Fund or Underwriter, or either of them, or to any other person, due to
         its failure to comply with any such adverse claim or demand. The Escrow
         Agent shall be entitled to continue, without liability, to refrain and
         refuse to act:

         (a)      Until all the rights of the adverse claimants have been
                  finally adjudicated by a court having jurisdiction of the
                  parties and the items affected thereby, after which time the
                  Escrow Agent shall be entitled to act in conformity with such
                  adjudication; or

         (b)      Until all differences shall have been adjusted by agreement
                  and the Escrow Agent shall have been notified thereof and
                  shall have been directed in writing signed jointly or in
                  counterpart by Fund and Underwriter and by all persons making
                  adverse claims or demands, at which time the Escrow Agent
                  shall be protected in acting in compliance therewith.

         The parties agree that the Escrow Agent may seek adjudication of any
         adverse claim or demands in either the Circuit Court for the County of
         Oakland, Michigan, or the United States Federal District Court for the
         Eastern District of Michigan, Southern Division, agree to the
         jurisdiction of either of said Courts over their persons as well as the
         property deposited pursuant to this Agreement, waive personal service
         of any process, and agree that service of process by certified or
         registered mail, return receipt requested, to the address set forth in
         Section 16 below shall constitute adequate service.

14.      The entire agreement of the parties with respect to the subject matter
         hereof is contained herein, provided that nothing contained herein
         shall be deemed to supersede, limit or modify the Underwriting
         Agreement. Any change in terms or conditions herein may only be made in
         writing signed by all parties hereto. The Escrow Agent shall not be
         charged with knowledge of any fact, including but not limited to
         performance or non-performance of any condition, unless it has actually
         received written notice thereof from one of the parties pursuant to
         Section 16, such notice clearly referring to this Agreement.

15.      The Fund may designate another person to take any actions which are
         required or permitted to be taken by the Fund under this Agreement. Any
         such designation shall be in writing and shall be provided to the other
         parties to this Agreement pursuant to Section



                                       3
<PAGE>

         16. Such parties may rely upon such designation until they receive
         written notice to the contrary from the Fund pursuant to Section 16.

16.      All notices or communications hereunder shall be in writing and shall
         be mailed, delivered, or telecopied and confirmed as follows. Each
         party to this Agreement may change such address for notices by sending
         to the parties to this Agreement written notice of a new address for
         such purpose.

         If to the Underwriter:

         Broker Dealer Financial Services Corp.
         8800 NW 62nd Avenue
         P.O. Box 6240
         Johnston, Iowa 50131-6240
         Attention: E.B. Wright
         Facsimile no. (515) 286-2972

         If to the Fund:

         NAIC Growth Fund, Inc.
         (address for mail)
         P.O. Box 220
         Royal Oak, Michigan 48068

         (address for delivery)
         711 West Thirteen Mile Road
         Madison Heights, Michigan 48071

         Attention: Kenneth S. Janke
         Facsimile no. (248) 583-4880

         If to the Escrow Agent:

         Standard Federal Bank N.A.


17.      This Agreement shall be deemed to have been made under and shall be
         governed by the laws of the State of Michigan in all respects,
         including matters of construction, validity and performance.

18.      The Escrow Agent may resign as such following the giving of thirty days
         prior written notice to the other parties hereto. Similarly, the Escrow
         Agent may be removed and replaced following the giving of thirty days
         prior written notice to the Escrow Agent by the other parties hereto.
         In either event, the duties of the Escrow Agent shall terminate thirty
         days after the date of such notice (or as of such earlier date as may
         be mutually agreeable); and the Escrow Agent shall deliver the balance
         of the property then in its possession to a successor escrow the Escrow
         Agent as shall be appointed by the other


                                       4

<PAGE>

         parties hereto as evidenced by a written notice filed with the Escrow
         Agent, or if no successor Escrow Agent has been so appointed, the then
         acting Escrow Agent shall deliver the balance of the escrow deposit
         then in its possession to the applicable Purchasers as their interests
         may appear.

19.      No waiver of any past agreement or condition hereunder by any party
         hereto shall operate as a continuing waiver of any agreement or
         condition under this Agreement. Each party shall have the right to
         waive and/or nullify, in writing, any condition or term of this
         Agreement which is for its or his benefit.

20.      If any provision or clause in this Agreement or application thereof to
         any person or circumstances is held invalid or unenforceable, such
         invalidity or unenforceability shall not affect other provisions or
         applications of this Agreement which can be given effect without the
         invalid or unenforceable provision or application, and to this end the
         provisions of this Agreement are declared to be severable.



                                      NAIC GROWTH FUND, INC.

                                      By: ______________________________________

                                      Its: _____________________________________


                                      BROKER DEALER FINANCIAL SERVICES CORP.

                                      By: ______________________________________

                                      Its: _____________________________________


                                      STANDARD FEDERAL BANK N.A.

                                      By: ______________________________________

                                      Its: _____________________________________



                                       5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.R
<SEQUENCE>8
<FILENAME>k71799exv99wr.txt
<DESCRIPTION>CODE OF ETHICS OF NAIC GROWTH FUND, INC.
<TEXT>
<PAGE>
                                                                       EXHIBIT R

                                 CODE OF ETHICS
                                       OF
                             NAIC GROWTH FUND, INC.
                                       AND
                            GROWTH FUND ADVISOR, INC.

         NAIC Growth Fund, Inc. (the "Fund") and Growth Fund Advisor, Inc. (the
"Advisor") have adopted this Code of Ethics, severally and not jointly, pursuant
to Rule 17j-1 under the Investment Company Act of 1940 (the "1940 Act"), with
respect to certain types of personal securities transactions by investment
personnel, officers and Directors of the Fund and the Advisor which might be
deemed to create possible conflicts of interest and to establish reporting
requirements and enforcement procedures with respect to such transactions.

I.       APPLICABILITY

         This Code of Ethics applies to (a) all directors and officers of the
Fund and the Advisor, and (b) the "Investment Personnel" of the Fund and the
Advisor, which shall mean (i) any employee of the Fund or the Advisor (or of any
company in a control relationship to the Fund or the Advisor) who, in connection
with his or her regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of Covered Securities (as hereinafter
defined) by the Fund, or whose functions relate to the making of any
recommendations with respect to the purchases or sales, and (ii) any person who
is in a control relationship to the Fund or the Advisor who obtains information
concerning recommendations made to the Fund with regard to the purchase or sale
of Covered Securities by the Fund. All such persons are hereafter referred to as
"Access Persons." The personal investment policies, procedures and restrictions
that specifically apply to Access Persons apply to all accounts and securities
in which the Access Person has direct or indirect beneficial ownership. An
explanation of what constitutes beneficial ownership is attached as Exhibit A.

         Securities are defined as stocks, notes, bonds, closed-end mutual
funds, debentures, and other evidences of indebtedness, including senior debt,
subordinated debt, investment contracts, commodity contracts, futures and all
derivative instruments such as options, warrants and indexed instruments, or, in
general, any interest or instrument commonly known as a "security." "Covered
Securities" are all Securities other than open-end mutual funds, U.S. Government
securities, bank certificates of deposit, and commercial paper.

II.      STATEMENT OF PRINCIPLES

         The Access Persons of the Fund and the Advisor owe a fiduciary duty to
the Fund and to the Fund's shareholders when conducting their personal
investment transactions. At all times and in all matters such persons shall
place the interests of the Fund before their personal interests. The
fundamental standard to be followed in personal securities transactions is that
Access Persons may not take inappropriate advantage of their positions.


<PAGE>
         No Access Person shall, in connection with the purchase or sale,
directly or indirectly, by the Access Person of any Covered Security (or any
option to purchase or sell, or any security convertible into or exchangeable for
a Covered Security) which, within the most recent 15 days, is or has been held
by the Fund, or is being or has been considered by the Fund or the Advisor for
purchase by the Fund:

         1. Employ any device, scheme or artifice to defraud the Fund;

         2. Make any untrue statement of a material fact to the Fund or omit to
state a material fact necessary in order to make the statements made to the
Fund, in light of the circumstances under which they are made, not misleading;

         3. Engage in any act, practice or course of business that operates or
would operate as a fraud or deceit on the Fund; or

         4. Engage in any manipulative practice with respect to the Fund.

         Further, all Access Persons are always prohibited from effecting
personal securities transactions based on material, non-public information.

         All personal securities transactions by Access Persons shall adhere to
the requirements of this Code of Ethics and shall be conducted in such a manner
as to avoid any actual or potential conflict of interest, the appearance of such
a conflict, or the abuse of the person's position of trust and responsibility.
While this Code of Ethics is designed to address both identified conflicts and
potential conflicts, it cannot possibly be written broadly enough to cover all
potential situations. In this regard, Access Persons are expected to adhere not
only to the letter, but also the spirit of the policies contained herein.

III.     ENFORCEMENT

         It is the responsibility of each Access Person to act in accordance
with a high standard of conduct and to comply with the policies and procedures
set forth in this Code of Ethics. The Fund and the Advisor each takes seriously
its obligation to monitor the personal investment activities of its Access
Persons. Any violation of this Code of Ethics by Access Persons who are
employees of the Fund or the Advisor will be considered serious, and may result
in disciplinary action, which may include the unwinding of trades, disgorgement
of profits, monetary fine or censure, and suspension or termination of
employment. Any violation of this Code of Ethics by a director of the Fund or
the Advisor will be reported to the Board of Directors of the Fund or the
Advisor, as applicable, which may impose such sanctions as it deems appropriate.
<PAGE>
IV.      BLACKOUT PERIOD

         No Access Person shall purchase or sell, directly or indirectly, any
Covered Security in which he/she has, or by reason of the transaction acquires,
any direct or indirect beneficial ownership if he/she has knowledge at the time
of such transaction that the Covered Security is being purchased or sold, or is
being considered for purchase or sale, by the Fund. The blackout period shall be
in effect for seven (7) calendar days before or after the Fund trades in that
Covered Security, and during the period while the Covered Security is being
considered for purchase or sale by the Fund.

         This blackout period requirement shall not apply to any purchase or
sale, or series of related transactions involving the same or related
securities, involving 500 or fewer shares in the aggregate if the issuer has a
market capitalization (outstanding shares multiplied by the current price per
share) greater than $10 billion and is listed on a U.S. Stock Exchange or quoted
on NASDAQ.

V.       PROHIBITED TRANSACTIONS

         The following transactions by Access Persons who are Investment
Personnel of the Fund or the Advisor are prohibited without the prior written
approval from the Chairman or the President of the Fund or the Advisor, as
applicable, or his or her designee:

         1. The purchase of a limited offering (i.e., an offering that is exempt
from registration under the Securities Act of 1933 pursuant to Section 4(2) or
4(6) thereof); or

         2. The acquisition of any securities in an initial public offering
(i.e., an offering of securities registered under by Securities Act of 1933 by
an issuer which, immediately before the registration, was not such to the
reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of
1934).

VI.      PROHIBITED RECOMMENDATIONS

         No Access Person shall recommend or execute any transaction in any
Covered Securities by the Fund without having disclosed, in writing, to the
President of the Advisor, or his or her designee, any direct or indirect
interest in such securities or issuers, except for those securities purchased
pursuant to the "Large Cap/De Minimis" exemption described in Section IV above.
Prior written approval of such recommendation or execution also must be received
from the Chairman or President of the Advisor, or his or her designee. The
interest in personal accounts could be in the form of:

         1. Any direct or indirect beneficial ownership of any securities of
such issuer;

         2. Any contemplated transaction by the person in such securities;

         3. Any position with such issuer or its affiliates; or



<PAGE>


         4. Any present or proposed business relationship between such issuer or
its affiliates and the person or any party in which such person has a
significant interest.

VII.     ACKNOWLEDGMENT AND REPORTING REQUIREMENTS

         All Access Persons must certify that they have received a copy of this
Code of Ethics, and have read and understood its provisions. In addition, except
as otherwise provided in Items 6 and 8 of this Section VII, all Access Persons
must:

         1. Acknowledge receipt of this Code of Ethics and any modifications
thereof, in writing (see Exhibit B for the form of Acknowledgment);

         2. Within 10 days of becoming an Access Person, disclose in writing all
information with respect to all Covered Securities directly or indirectly
beneficially owned and any existing personal brokerage relationships when such
person became an Access Person (Access Persons must also disclose any new
brokerage relationships whenever established). Such information should be
provided in the form attached as Exhibit C;

         3. Within 10 days after the end of each calendar quarter, provide
information relating to securities transactions executed during the previous
quarter with respect to all Covered Securities directly or indirectly
beneficially owned. Such information should be provided in the form attached as
Exhibit D;

         4. Submit an annual holdings report containing similar information that
must be current as of a date no more than 30 days before the report is
submitted, and confirm at least annually all brokerage relationships and any and
all outside business affiliations. Such information should be provided in the
form attached as Exhibit E; and

         5. Certify on an annual basis that he/she has read and understood the
Code of Ethics, has complied with the requirements of the Code of Ethics and
that he/she has disclosed or reported all personal securities transactions,
brokerage relationships and securities accounts required to be disclosed or
reported pursuant to the requirements of the Code of Ethics.

         6. Fund directors shall deliver the information required by Items 1
through 5 of this Section VII, except that a Fund director who is not an
"interested person" of the Fund within the meaning of Section 2(a)(19) of the
1940 Act, and who would be required to make reports solely by reason of being a
Fund director, is not required to make the initial and annual holdings reports
required by Items 2 and 4. Also, a "non-interested" Fund director need only make
the quarterly transactions reports required by Item 3 as to any Covered Security
if at the time of a transaction by the director in that Covered Security, he/she
knew or in the ordinary course of fulfilling his/her official duties as a Fund
director should have known that, during the 15-day period immediately preceding
or following the date of that transaction, that Covered Security is or was
purchased or sold by the Fund or was being considered for purchase or sale by
the Fund.



<PAGE>

         7. The reports described in Items 2, 3 and 4 above may contain a
statement that the reports shall not be construed as an admission by the person
making the reports that he/she has any direct or indirect beneficial ownership
in the securities to which the reports relate.

         8. A person need not make a report with respect to transactions
effected for, and Covered Securities held in, any account over which the person
has no direct or indirect influence or control.

VIII.    HANDLING OF DISGORGED PROFITS

         Any amounts that are paid/disgorged by an Access Person under this Code
of Ethics shall be donated by the Fund or the Advisor, as the case may be, to
one or more charities. Amounts donated may be aggregated and paid to such
charity or charities at the end of each year.

IX.      CONFIDENTIALITY

         All information obtained from any Access Person pursuant to this Code
of Ethics shall be kept in strict confidence, except that such information will
be made available to the Securities and Exchange Commission or any other
regulatory or self-regulatory organization or to the Fund and Advisor Boards of
Directors to the extent required by law, regulation or this Code of Ethics.

X.       OTHER LAWS, RULES AND STATEMENTS OF POLICY

         Nothing contained in this Code of Ethics shall be interpreted as
relieving any person subject to the Code of Ethics from acting in accordance
with the provision of any applicable law, rule or regulation, or, in the case of
employees of the Fund or the Advisor, any statement of policy or procedure
governing the conduct of such person adopted by the Fund or the Advisor, their
affiliates and subsidiaries.

XI.      RETENTION OF RECORDS

         All records relating to personal securities transactions hereunder and
other records meeting the requirements of applicable law, including a copy of
this Code of Ethics and any other policies covering the subject matter hereof,
shall be maintained in the manner and to the extent required by applicable law,
including Rule 17j-1 under the 1940 Act. The Presidents of the Fund and the
Advisor shall designate the persons or the departments responsible for
maintaining records created under this Code of Ethics. Without limiting the
generality of the foregoing, the Fund and the Advisor shall, at their principal
place of business, maintain records in the manner and to the extent set forth
below, and must make these records available to the Securities and Exchange
Commission or any representative of the Securities and Exchange Commission at
any time and from time to time for reasonable periodic, special, or other
examination:


<PAGE>
         1. A copy of each code of ethics for the Fund and the Advisor that is
in effect, or at any time within the past five years was in effect; shall be
maintained;

         2. A record of any violation of each code of ethics, and of any action
taken as a result of the violation, shall be maintained for at least five years
after the end of the fiscal year in which the violation occurs;

         3. A copy of each report made by an Access Person as required by Rule
17j-1, including any information provided in lieu of reports, shall be
maintained for at least five years after the end of the fiscal year in which the
report is made or the information is provided;

         4. A record of all persons, currently or within the past five years,
who are or were required to make reports pursuant to Rule 17j-1, or who are or
were responsible for reviewing these reports, shall be maintained;

         5. A copy of each report to the Board of Directors of the Fund and the
Advisor made pursuant to Section XIV shall be maintained for at least five years
after the end of the fiscal year in which it is made; and

         6. The Fund and the Advisor shall maintain a record of any decision,
and the reasons supporting the decision, to approve the acquisition by their
respective Investment Personnel of any securities described in Section V.

XII.     MONITORING

         The Fund and the Advisor take seriously their obligation to monitor the
personal investment activities of Access Persons and to review the periodic
reports of all Access Persons. Personal investment transaction activity will be
monitored by the President of the Fund and the Advisor or his or her designee.
All noted deviations by Access Persons who are employees from the requirements
of this Code of Ethics will be referred back to the Access Person and his or her
supervisor for follow-up and resolution. Any noted deviations by Fund or Advisor
directors will be reported to the applicable Board of Directors for
consideration and follow-up as contemplated by Section III hereof.

XIII.    EXCEPTIONS TO THE CODE OF ETHICS

         Any exceptions to this Code of Ethics must have the prior written
approval of the President of the Fund or the Advisor, as applicable, or his or
her designee, which approval shall not be given unless such exception would be
in compliance with applicable laws and regulations, including, without limited
to, Rule 17j-1 under the 1940 Act. Any questions about this Code of Ethics
should be directed to the President of the Fund or the Advisor, as applicable,
or his or her designee.


<PAGE>
XIV.     BOARD REVIEW

         The President of the Fund and the Advisor shall provide or cause to be
provided to their respective Boards of Directors, on a quarterly basis, a
written report of all material violations of this Code of Ethics, and at least
annually, a written report and certification meeting the requirements of Rule
17j-1 under the 1940 Act. Such reports shall describe any issues arising under
the Code of Ethics since the last report to the applicable Board of Directors,
including, but not limited to, information about material violations of the Code
of Ethics and sanctions imposed in response to the material violations. The
certification shall certify that the Fund or the Advisor, as applicable, has
adopted procedures reasonably necessary to prevent Access Persons from violating
the Code of Ethics.

XV.      AMENDMENTS

         Unless otherwise noted herein, this Code of Ethics shall become
effective as to all employees of the Fund and the Advisor who are Access Persons
on September 1, 2000. This Code of Ethics may be amended as to employees of the
Fund and the Advisor who are Access Persons from time to time by the President
of the Fund and the Advisor. Any material amendment of this Code of Ethics shall
be submitted to the Board of Directors of each of the Fund and the Advisor for
approval in accordance with Rule 17j-1 under the 1940 Act.

         This Code of Ethics shall become effective as to Fund and Advisor
directors upon the approval and adoption of this Code of Ethics by the Boards of
Directors of the Fund and the Advisor in accordance with Rule 17j-1 under the
1940 Act. Any material amendment of this Code of Ethics that applies to the
directors of the Fund or the Advisor shall become effective as to such persons
only when the Boards of Directors of the Fund and the Advisor have approved the
amendment in accordance with Rule 17j-1 under the 1940 Act, or at such earlier
date as determined by the Secretary of the Fund.



<PAGE>



Approved and adopted by Growth Fund Advisor, Inc. on August 16, 2000 and by NAIC
Growth Fund, Inc. on August 18, 2000.


NAIC GROWTH FUND, INC.                      GROWTH FUND ADVISOR, INC.

By: /s/ Thomas E. O'Hara                    By: /s/ Thomas E. O'Hara
    --------------------                        --------------------
      Thomas E. O'Hara, Chairman                  Thomas E. O'Hara, Chairman


By:/s/ Kenneth S. Janke                     By:/s/ Kenneth S. Janke
   --------------------                        --------------------
      Kenneth S. Janke, President                 Kenneth S. Janke, President





<PAGE>
                                   EXHIBIT A

                       EXPLANATION OF BENEFICIAL OWNERSHIP


         You are considered to have "Beneficial Ownership" of Securities if you
have or share a direct or indirect "Pecuniary Interest" in the Securities.

         You have a "Pecuniary Interest" in Securities if you have the
opportunity, directly or indirectly, to profit or share in any profit derived
from a transaction in the Securities.

         The following are examples of an indirect Pecuniary Interest in
Securities:

         1. Securities held by members of your immediate family sharing the same
household; however, this presumption may be rebutted by convincing evidence that
profits derived from transactions in these Securities will not provide you with
any economic benefit.

         "Immediate family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister- in-law, and includes any
adoptive relationship.

         2. Your interest as a general partner in Securities held by a general
or limited partnership.

         3. Your interest as a manager-member in the Securities held by a
limited liability company.

         You do not have an indirect Pecuniary Interest in Securities held by a
corporation, partnership, limited liability company or other entity in which you
hold an equity interest, unless you are a controlling equityholder or you have
or share investment control over the Securities held by the entity.

         You may, under certain circumstances, be deemed to have Beneficial
Ownership of Securities held by a trust, if, for example, you are a trustee of a
trust and either you or a member of your immediate family have a vested interest
in the principal or income of the trust; you are the owner of a vested interest
in a trust, or you are a settlor of a trust, unless the consent of all of the
beneficiaries is required in order for you to revoke the trust.

         The foregoing is a summary of the meaning of "beneficial ownership".
For purposes of the attached Code of Ethics, "beneficial ownership" shall be
interpreted in the same manner as it would be in determining whether a person is
subject to the provisions of Section 16 of the Securities Exchange Act of 1934
and the rules and regulations thereunder. If you have any questions regarding
what constitutes "beneficial ownership," you should contact the President of the
Fund or the Advisor or his or her designee.


<PAGE>
                                   EXHIBIT B

                               CODE OF ETHICS FOR
              NAIC GROWTH FUND, INC. AND GROWTH FUND ADVISOR, INC.

                                 ACKNOWLEDGMENT

         I acknowledge that I have received and read the Code of Ethics for NAIC
Growth Fund, Inc. and Growth Fund Advisor, Inc., as adopted by the Board of
Directors of Growth Fund Advisor, Inc. on August 16, 2000 and NAIC Growth Fund,
Inc. on August 18, 2000. I understand the provisions of the Code of Ethics and
agree to abide by them.

Name (Print):
                ---------------------------------------------

Signature:
                ---------------------------------------------

Date:                                         , 20
                ------------------------------    ----



<PAGE>
                                   EXHIBIT C

              NAIC GROWTH FUND, INC. AND GROWTH FUND ADVISOR, INC.
                   INITIAL FINANCIAL SERVICES FIRM DISCLOSURE
                        AND REPORT OF SECURITIES HOLDINGS

         This report must be signed, dated and returned within 10 days of
becoming an Access Person to                          , NAIC Growth Fund, Inc.,
                             -------------------------
711 West Thirteen Mile Road, Madison Heights, Michigan 48071.


Access Person Name (Print):
                            ----------------------------

Date Became an Access Person:               , 20
                              --------------    --
Brokerage Accounts:

[ ]      I do not have a direct or indirect beneficial interest in any
         account(s) with any financial services firm.

[ ]      I maintain account(s) with the financial services firm(s) listed
         below. Please include the information required below for any broker,
         dealer or bank where an account is maintained which holds securities
         for your direct or indirect benefit as of the date you became an Access
         Person.


                       NAME OF FINANCIAL SERVICES FIRM(S)


- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

Securities Holdings:

Complete the following (or attach a copy of your most recent statement(s))
listing all of your securities holdings, with the exception of open-end mutual
funds and U.S Government securities, if:

- -        You own securities which are held by financial services firm(s) as
         described above. If you submit a copy of a statement, it must include
         all of the information set forth below. Please be sure to include any
         additional securities purchased since the date of the brokerage
         statement which is attached. Use additional sheets if necessary.


<PAGE>


- -        Your securities are not held with a financial service(s) firm (e.g.,
         dividend reinvestment programs and private placements).

<TABLE>
<CAPTION>

                TITLE                     NUMBER OF SHARES OR UNITS                     TOTAL PRINCIPAL AMOUNT
<S>                                       <C>                                           <C>
- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------
</TABLE>





[ ]      I have no securities holdings to report.

         I certify that I have received the NAIC Growth Fund, Inc. and Growth
Fund Advisor, Inc. Code of Ethics and have read it and understood its contents.
I further certify that the above represents a complete and accurate description
of my brokerage account(s) and securities holdings in which I have a direct or
indirect interest as of the date I became an Access Person.

         Nothing in this report shall be construed as an admission that I have
direct or indirect beneficial ownership in any reported security.


Signature:
                 ---------------------------------------------

Date:                                 , 20
                 ---------------------    -----


<PAGE>
                                   EXHIBIT D

              NAIC GROWTH FUND, INC. AND GROWTH FUND ADVISOR, INC.
                  QUARTERLY REPORT OF SECURITIES TRANSACTIONS
                     AND FINANCIAL SERVICES FIRM DISCLOSURE
                 FOR THE QUARTER ENDED                 , 20
                                       ----------------    ---

         This report must be signed, dated and returned within 10 days of the
calendar quarter to                          , NAIC Growth Fund, Inc., 711 West
                    -------------------------
Thirteen Mile Road, Madison Heights, Michigan 48071.

Access Person Name (Print):
                            ----------------------------

Securities Transactions During the Calendar Quarter:

         The following is a record of transactions in any security, with the
exception of open-end mutual funds and U.S. Government securities, during the
above-referenced quarter in which I have or had during such period, or by reason
of such transactions have acquired, any direct or indirect beneficial ownership
in the security.



<TABLE>
<CAPTION>


                                  INTEREST RATE
                                   AND MATURITY                                                               IDENTITY OF
   DATE OF                          DATE (IF         NUMBER OF       PRINCIPAL     NATURE OF                 BROKER, DEALER
TRANSACTION   TITLE OF SECURITY    APPLICABLE)    SHARES OR UNITS     AMOUNT      TRANSACTION      PRICE        OR BANK
<S>           <C>                 <C>             <C>                <C>          <C>              <C>       <C>

- --------------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


[ ]      I have no securities transactions to report.

Brokerage Accounts Established During the Calendar Quarter:



<PAGE>


[ ]      I did not establish any account(s) with any financial services firm
         during the calendar quarter in which any securities were held in which
         I had a direct or indirect beneficial interest.

[ ]      I established account(s) during the calendar quarter with the financial
         services firm(s) listed below. Please include the information required
         below for any broker, dealer or bank where an account was established
         during the calendar quarter which held securities for your direct or
         indirect benefit during the calendar quarter.


      NAME OF FINANCIAL SERVICES FIRM(S)            DATE ACCOUNT ESTABLISHED

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

         Nothing in this report shall be construed as an admission that I have
direct or indirect beneficial ownership in any reported security.


Signature:
                ---------------------------------------------

Date:                                , 20
                ---------------------     ---


<PAGE>
                                   EXHIBIT E

              NAIC GROWTH FUND, INC. AND GROWTH FUND ADVISOR, INC.
                      ANNUAL REPORT OF SECURITIES HOLDINGS
                     AND FINANCIAL SERVICES FIRM DISCLOSURE
                      FOR THE YEAR ENDED DECEMBER 31, 20
                                                        ---

         This report must be signed, dated and returned within 30 days after the
end of the referenced year to                          , NAIC Growth Fund, Inc.,
                              -------------------------
711 West Thirteen Mile Road, Madison Heights, Michigan 48071.

Access Person Name (Print):
                            ----------------------------

Brokerage Accounts:

[ ]      I did not have a direct or indirect beneficial interest in any
         account(s) with any financial services firm as of the end of the
         referenced year.

[ ]      I maintained account(s) with the financial services firm(s) listed
         below as of the end of the referenced year. Please include the
         information required below for any broker, dealer or bank where an
         account was maintained which held securities for your direct or
         indirect benefit as of such date.


                       NAME OF FINANCIAL SERVICES FIRM(S)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


Securities Holdings:

Complete the following (or attach a copy of your most recent statement(s))
listing all of your securities holdings as of the end of the referenced year,
with the exception of open-end mutual funds and U.S Government securities, if:

- -        You own securities which are held by financial services firm(s) as
         described above. If you submit a copy of a statement, it must

<PAGE>



         include all of the information set forth below. Please be sure to
         include any additional securities purchased prior to the end of the
         referenced year since the date of the brokerage statement which is
         attached. Use additional sheets if necessary.
- -        Your securities are not held with a financial service(s) firm (e.g.,
         dividend reinvestment programs and private placements).


<TABLE>
<CAPTION>

              TITLE                NUMBER OF SHARES OR UNITS              TOTAL PRINCIPAL AMOUNT
<S>                                <C>                                    <C>
- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------
</TABLE>







[ ]      I have no securities holdings to report.

         I certify that I have received the NAIC Growth Fund, Inc. and Growth
Fund Advisor, Inc. Code of Ethics and have read it and understood its contents,
have complied with the requirements of the Code of Ethics, and have disclosed or
reported all personal securities transactions and securities accounts required
to be disclosed or reported pursuant to the requirements of the Code of Ethics.
I further certify that the above represents a complete and accurate description
of my brokerage account(s) and securities holdings in which I have a direct or
indirect interest as of the end of the referenced year (excluding open-end
mutual funds and U.S. Government securities).

         Nothing in this report shall be construed as an admission that I have
direct or indirect beneficial ownership in any reported security.



Signature:
                  ---------------------------------------------

Date:                                        , 20
                  ---------------------------    ---

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
