EXHIBIT 99.B.6
UNDERWRITING AGREEMENT
between
SAGE/TSO TRUST
AND
ADS DISTRIBUTORS, INC.
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[GRAPHIC OMITTED]
UNDERWRITING AGREEMENT
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AGREEMENT made as of this 1st day of December 1997 between Sage/Tso Trust, a
Delaware Business Trust (the "Fund"), and ADS Distributors, Inc., a Florida
Corporation (the "Underwriter").
The Underwriter will receive orders from purchasers for and the Fund will sell,
issue and deliver from time to time to such purchasers, such part of the
authorized shares of capital stock of the Fund remaining un-issued as from
time to time shall be effectively registered under the Securities Act of
1933, as amended (the "33 Act"), at prices determined as hereinafter
provided and on the terms hereinafter set forth, all subject to applicable
Federal and State laws and regulations and to the charter of the Fund.
The Underwriter shall present all orders received by it for shares of capital
stock of the Fund to the Fund by telegraphic or written purchase orders and
each such order shall be subject to the acceptance or rejection by the Fund
in its sole discretion
2.1 Notwithstanding any other provision hereof, whenever in the judgment of
the Fund such action is warranted by market, economic or political
conditions or by abnormal circumstances of any kind, the Fund may suspend
the offer of shares in effect and may, without liability under the provision
of this Agreement, decline to accept or confirm any orders or make any sales
of shares or capital stock under this Agreement until such time as the Fund
shall deem it advisable to resume the offering of such shares, provided that
as soon as practicable after the taking of any such action a special meeting
of the Board of Directors shall be called to be held as soon as practicable
thereafter to determine whether or not such action shall then continue to be
effective, and the period during, or the circumstance under, which such
action shall continue or cease to be effective. During any period during
which the offer of shares shall be suspended or the Fund shall decline to
acceptor confirm any such orders or make any such sales, the Fund shall be
under no obligation to confirm or accept any such orders or make any such
sale at any price.
2.2 The Fund will use its best efforts to keep effectively registered under
the 33 Act for sale as herein contemplated such shares of its capital stock
as the Underwriter shall reasonably request and as the Securities and
Exchange Commission (the "SEC") shall permit to be so registered.
Sales by the Underwriter shall be made as agent for the Fund and all such sales
be made to or though qualified dealers or others in such manner, not
inconsistent with the provisions hereof and the then effective
registration statement of the Fund under the 33 Act, (and related
prospectus), as the Underwriter may determine from time to time.
All shares of capital stock offered for sale or sold by the Underwriter shall
be so offered or sold at a price per share (the "Offering Price") equal to
the net asset value per share (determined as authorized from time to time
by the Board of Directors of the Fund pursuant to its charter).
4.1 For the purpose of determining the offering price, the net asset value
of any such shares shall be so determined in accordance with the then
current offering prospectus. The Fund, or its authorized agent, will
promptly furnish to the Underwriter a statement of the Offering Price as
often as such net asset value is determined and such statement shall at
the request of the Underwriter show the basis of computation of the
Offering Price.
4.2 Orders presented by the Underwriter for shares, if accepted by the
Fund, shall be accepted and confirmed by it or its duly authorized agent
at the Offering Price in effect at the time of its receipt of such order
at its principal office.
4.3 The Underwriter will not in any event (a) offer for sale or sell
shares of capital stock in excess of the number then effectively
registered under the 33 Act, and available for sale, or (b) offer for sale
or sell any shares in violation of any applicable Federal or State law,
rule or regulation.
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 of capital stock in such states as the
Underwriter may reasonably request (it being understood that the Fund
shall not be required without its consent to qualify to do business in any
jurisdiction or to comply with any requirement which in its opinion is
unduly burdensome). The Underwriter, at its own expense, will effect all
qualifications as dealer or broker.
The Fund will furnish to the Underwriter from time to time such information
with respect to its shares as the Underwriter may reasonably request for
use in connection with the sale of shares. The Underwriter will not use or
distribute or authorize the use, distribution or dissemination by its
dealers or others in connection with such sale of any literature,
advertising or selling aids in any form or through any medium, written or
oral, without prior written specific approval thereof by the Fund.
Nothing herein contained shall limit the right of the Fund, in its absolute
discretion, to issue or sell shares of its capital stock for such other
considerations (whether in
connection with the acquisition of assets or shares or securities of
another corporation or entity or with the merger or consolidation of any
other corporation into or with the Fund, or otherwise) as and to the
extent permitted by its charter and any applicable laws, or to issue or
sell any such shares directly to the shareholders of the Fund, upon such
terms and conditions and for such consideration, if any, as may be
determined by the Board of Directors, whether pursuant to the distribution
of subscription or purchase rights to such holders or by way of dividends
or otherwise.
At the request of the Fund, the Underwriter agrees to act as agent for the
Fund for the repurchase or redemption of shares of the Fund at such prices
as the Fund from time to time shall prescribe.
In selling or reacquiring shares, the Underwriter agrees to conform to the
requirements of all state and Federal laws relating to such sale or
reacquisition, as the case may be, and will indemnify and hold the Fund
harmless from any damage or expense on account of any wrongful act by the
Underwriter or any employee, representative or agent of the Underwriter.
The Underwriter will observe and be bound by all the provisions of the
charter of the Fund and any fundamental policies adopted by the Fund
pursuant to the Investment Company Act of 1940, as amended (the "40 Act"),
notice of which has been given to the Underwriter.
Neither the Underwriter, any dealer nor any other person is authorized by the
Fund to give any information or to make any representation other than
those contained (a) in the latest effective registration statement (and
related prospectus) filed with the SEC under the 33 Act as such
registration statement (and prospectus) may be amended from time to time,
or (b) in any statement expressly authorized by the Fund for use in
connection with any sale or reacquisition of capital stock for the account
of the Fund.
This Agreement shall continue in effect until such time as there remain no
unsold balance of shares of capital stock effectively registered under the
33 Act; provided, however, that (a) this Agreement shall continue in
effect for a period more than two years from the date hereof only so long
as such continuance is specifically approved at least annually by the
Board of Directors or a majority of the outstanding voting securities of
the Fund, and (b) 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..
11.1 This Agreement shall automatically terminate in the event of its
assignment by the Underwriter, the term "assignment" having the meaning
defined in Section 2(a)(4) of the 40 Act.
Any notice under this Agreement shall be in writing addressed and delivered
by mail, postage prepaid, to the party to whom addressed at the address
given below, or at such other address as such party shall theretofore have
designated (by notice given to the other party as herein provided) in
writing for the receipt of such notice:
TO THE FUND: TO THE UNDERWRITER:
Xx. Xxxxx X. Xxx Mr. Xxxxxxx Xxxxx
President President
Sage/Tso Trust ADS Distributors, Inc.
0000 Xxxxxxxx Xxxx, Xxxxx 000 Xxxxx 000 Xxxx Xxxxxx, Xxxxx X
Xxxxx Xxxxxx, XX 00000 Xxxxxx Xxxxxx, Xxxxxxx 00000
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 on the day and year first above written.
SAGE/TSO TRUST ADS DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxx, President By: /s/ Xxxxxxx Xxxxx, President
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Xxxxx X. Xxx, President Xxxxxxx Xxxxx, President
