<DOCUMENT>
<TYPE>EX-99.(K)
<SEQUENCE>3
<FILENAME>k74910a2exv99wxky.txt
<DESCRIPTION>AMENDED FORM OF ESCROW AGREEMENT
<TEXT>
<PAGE>
                                                                       EXHIBIT k

                                ESCROW AGREEMENT

         This Escrow Agreement (the "Agreement") is entered into this ____ day
of __________, 2003, between NAIC Growth Fund, Inc., a Maryland corporation (the
"Fund"), Broker Dealer Financial Services Corp., an Iowa corporation (the
"Underwriter"), and Standard Federal - Corporate and Institutional Trust, a
division of LaSalle Bank National 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 _________, 2003 (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, including the
         applicable sales charge, 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 Payment it receives:

         (a)      The name and address of the Purchaser,

         (b)      The date of the Subscription Agreement received by the Fund
                  related to such Subscription Payment; 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 9:00 a.m.
         local 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 collected funds and the amount of previously
         unreported collected 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 open for business and the Fedwire service of the Federal
         Reserve


<PAGE>

         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 which it receives
         in escrow, uninvested and 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, the settlement date for the sale of such Shares, the amount
         of the sales charge payable from the Subscription Payment to the
         Underwriter with respect to such Shares, and the net amount of the
         Subscription Payment payable to the Fund. The Fund shall provide the
         Underwriter with a copy of each such notice. The Escrow Agent shall, on
         the settlement date, deposit the net amount of the Subscription Payment
         payable to the Fund to the Fund's account no. ___________________ with
         the Escrow Agent and shall pay the amount of the related sales charge
         to the Underwriter no later than the close of business on the first
         business day following such settlement date.

7.       The duties and obligations of the Escrow Agent hereunder shall be
         determined solely by the express provisions of this Agreement, and not
         by any other agreement, including, without limitation, the Underwriting
         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.       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.

10.      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


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<PAGE>

         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.

11.      The Escrow Agent shall be reimbursed by the Fund for all disbursements
         and expenses made or incurred hereunder and if Escrow Agent shall be
         required to perform extraordinary services not contemplated herein, it
         shall receive reasonable additional compensation from the Fund
         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.

12.      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 and related court order; 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 15 below shall constitute adequate service. Without limiting
         the foregoing right, the parties further agree that the Escrow Agent
         may interplead all of the property held by it hereunder into either of
         the above-referenced courts, and thereafter be fully relieved from any
         and all liability or obligation with respect to such interpleaded
         property and with respect to this Agreement.

13.      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



                                       3
<PAGE>

         of any condition, unless it has actually received written notice
         thereof from one of the parties pursuant to Section 15, such notice
         clearly referring to this Agreement.

14.      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 15. Such parties may rely
         upon such designation until they receive written notice to the contrary
         from the Fund pursuant to Section 15.

15.      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 - Corporate and Institutional Trust
         2600 W. Big Beaver Road, Suite 140
         Troy, Michigan 48084
         Attention: David J. Valpredo
         Facsimile no. (248) 816-4872

16.      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.



                                       4
<PAGE>

17.      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 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.

18.      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.

19.      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 - CORPORATE AND
                                   INSTITUTIONAL TRUST

                                   By: ______________________________________

                                   Its: _____________________________________




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