EXHIBIT 6
UNDERWRITING AGREEMENT
AGREEMENT made this ____th day of __________, 1997, between Millennium
Income Trust, a Massachusetts business trust (hereinafter called the
"Fund"), and Millennium Capital LLC, an Illinois limited liability company
(hereinafter called the "Underwriter");
WITNESSETH:
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints the Underwriter as its agent for the
distribution of units of beneficial interest (hereinafter called "shares")
of any of the Fund's authorized Portfolios in jurisdictions wherein shares
of the Fund may be legally offered for sale; provided, however, that the
Fund in its absolute discretion may issue or sell shares directly to
holders of shares of the Fund upon terms and conditions and for such
consideration, if any, as it may determine, whether in connection with the
distribution of subscription or purchase rights, the payment or
reinvestment of dividends or distributions, or otherwise.
2. The Underwriter hereby accepts appointment as agent for the
distribution of the shares of the Fund and agrees that it will use its best
efforts with reasonable promptness to sell such part of the authorized
shares of the Fund remaining unissued as from time to time shall be
effectively registered under the Securities Act of 1933 ("Securities Act"),
at prices determined as hereinafter provided and on terms hereinafter set
forth, all subject to applicable federal and state laws and regulations and
to the Declaration of Trust and Bylaws of the Fund and in accordance with
the then effective registration statement ("Registration Statement") of the
Fund under the Securities Act (and related prospectus).
3. The Fund agrees that it will use its best efforts to keep
effectively registered under the Securities Act for sale as herein
contemplated such shares as the Underwriter shall reasonably request and as
the Securities and Exchange Commission shall permit to be so registered.
4. Notwithstanding any other provision hereof, the Fund may
terminate, suspend or withdraw the offering of shares whenever, in its sole
discretion, it deems such action to be desirable.
5. The Underwriter shall hold itself available to receive or will
arrange for the receipt of orders for the purchase of shares of each
Portfolio and shall have authority to receive and accept or reject, or
arrange for the receipt and acceptance of, such orders in accordance with
the provisions hereof and the then effective Registration Statement of the
Fund.
6. Shares of the Fund offered for sale or sold by the Underwriter
shall be so offered or sold at a price per share determined in accordance
with the Fund's then current prospectus relating to the sale of such shares
except as departure from such prices shall be permitted by the rules and
regulations of the Securities and Exchange Commission; provided, however,
that any public offering price for shares of the Fund shall be the net
asset value per shares. The net asset value per share shall be determined
in the manner and at the times set forth in the then effective Registration
Statement (and related prospectus) relating to such shares.
7. The price the Fund shall receive for all shares purchased from the
Fund shall be the net asset value used in determining the public offering
price applicable to the sale of such shares.
8. The Underwriter shall arrange to have the transfer agent issue and
deliver on behalf of the Fund such confirmations of sales made by it as
agent pursuant to this agreement as may be required. At or prior to the
time of issuance of shares, the Underwriter will cause to be paid to the
Fund the amount due the Fund for the sale of such shares. Shares shall be
registered on the transfer books of the Fund in such names and
denominations as the Underwriter may specify.
9. The Fund will execute any and all documents and furnish any and
all information which may be reasonably necessary in connection with the
qualification of its shares for sale in such states as the Underwriter may
reasonably request (it being understood that the Fund shall not be required
without its consent to comply with any requirement which in its opinion is
unduly burdensome).
10. The Fund will furnish to the Underwriter from time to time such
information with respect to the Fund and its shares as the Underwriter may
reasonably request for use in connection with the sale of shares of the
Fund. The Underwriter agrees that it will not use or distribute or
authorize the use, distribution or dissemination by others in connection
with the sale of such shares any statements, other than those contained in
the Fund's current prospectus or statement of additional information,
except such supplemental literature or advertising as shall be lawful under
federal and state securities laws and regulations, and that it will furnish
the Fund with copies of all such material.
11. The Underwriter shall order shares of the Fund from the Fund only
to the extent that it shall have received purchase orders therefor. The
Underwriter will not make, or authorize any others to make, any short sales
of shares of the Fund.
12. The Underwriter, as agent of and for the account of the Fund, may
repurchase the shares of the Fund as such prices and upon such terms and
conditions as shall be specified in the current prospectus or statement of
additional information of the Fund.
13. In selling or reacquiring shares of the Fund for the account of
the Fund, the Underwriter will in all respects conform to the requirements
of all state and Federal laws and the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., relating to such sale or
reacquisition, as the case may be, and will indemnify and save harmless the
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Fund from any damage or expense resulting from the gross negligence of the
Underwriter, or any employee, representative or agent of the Underwriter.
The Underwriter will observe and be bound by all the provisions of the
Declaration of Trust and Bylaws of the Fund (and of any fundamental
policies adopted by the Fund pursuant to the Investment Company Act of 1940
and set forth in the Registration Statement, or as to which notice shall
otherwise have been given to the Underwriter) which at any time in any way
require, limit, restrict or prohibit or otherwise regulate any action on
the part of the Underwriter.
14. The Underwriter will require each of its employees, agents or
representatives to conform to the provisions hereof and the Registration
Statement (and related prospectus) at the time in effect under the
Securities Act with respect to the public offering price of the Fund's
shares, and neither the Underwriter nor any such employees, agents or
representatives shall withhold the placing of purchase orders so as to make
a profit thereby.
15. The Fund will pay or cause to be paid expenses (including the
fees and disbursements of its own counsel) and all taxes and fees payable
to the federal, state or other governmental agencies on account of the
registration or qualifications of securities issued by the Fund or
otherwise. The Fund will also pay or cause to be paid expenses incident to
the issuance of shares of beneficial interest, such as the cost of share
certificates, issues taxes and fees of the transfer agent. The Underwriter
will pay all expenses (other than expenses which one or more dealers may
bear pursuant to any agreement with the Underwriter) incident to the sale
and distribution of the shares issued or sold hereunder, including, without
limiting the generality of the foregoing, all expenses of printing and
distributing any prospectus and of preparing, printing and distributing or
disseminating any other literature, advertising and selling aids in
connection with the offering of the shares for sale (except that such
expenses need not include expenses incurred by the Fund in connection with
the preparation, typesetting, printing and distribution of any registration
statement or report or other communication to shareholders in their
capacity as such) and expenses of advertising in connection with such
offering.
16. This agreement shall become effective on the date hereof and
shall continue in effect for two years after the effective date and from
year to year thereafter, but only so long as such continuance is approved
in the manner required by the Investment Company Act of 1940. Either party
hereto may terminate this agreement on any date by giving the other party
at least six months prior written notice of such termination specifying the
date fixed therefor. Without prejudice to any other remedies of the Fund
in any such event the Fund may terminate this agreement at any time
immediately upon any failure of fulfillment of any of the obligations of
the Underwriter hereunder.
17. This agreement shall automatically terminate in the event of its
assignment.
18. Any notice under this Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party at its
principal place of business or such other address as such other party may
designate for the receipt of such notice.
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19. This Agreement shall be construed in accordance with applicable
federal law and the laws of the State of Illinois, except Section 20 which
shall be construed in accordance with the laws of the Commonwealth of
Massachusetts.
20. A copy of the Declaration of Trust is on file with the Secretary
of the Commonwealth of Massachusetts and notice is hereby given to
Underwriter that this Agreement has been executed on behalf of Fund by the
undersigned officer of Fund in her capacity as an officer of Fund. The
Underwriter agrees that the obligations assumed by the Trust pursuant to
this Agreement shall be limited in any case to the Trust and its assets and
that the Underwriter shall not seek satisfaction of any such obligations
from the Shareholders of the Trust, the Trustees, officers, employees or
agents of the Trust or any of them individually.
IN WITNESS WHEREOF, the Fund and the Underwriter have each caused this
agreement to be executed on its behalf by an officer thereunto duly
authorized as of the day and year first written.
MILLENNIUM INCOME TRUST
By: __________________________
ATTEST:
____________________________
MILLENNIUM CAPITAL LLC
By: ___________________________
ATTEST:
____________________________
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