FORM N-8F
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Application Pursuant to Section 8(f) of the
Investment Company Act of 1940 ("Act")
and Rule 8f-1 Thereunder for Order Declaring that Company has Ceased
to be an Investment Company
SAGE/TSO Trust
(Name of Applicant)
File No.: 811-07573
(Securities and Exchange Commission File Number)
1462 Waterfront Road
Reston, Virginia 20194
(Address of Principal Executive Office)
Copies of all Communications and Orders to:
James C. Tso Clifford Alexander, Esq.
1462 Waterfront Road Kirkpatrick & Lockhart, LLP
Reston, VA 20194 1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
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I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check ONLY ONE; for descriptions, SEE
Instruction 1 above):
[ ] Merger
[x] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only questions 1 through
15, 24 and 25 of this form and complete verification at the end of the
form.)
[ ] Election of status as a Business Development Company
(Note: Business Development Companies answer only questions 1 through
10 of this form and complete verification at the end of the form.)
2. Name of fund: Sage/TSO Trust
3. Securities and Exchange Commission File No.: 811-07573
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[x] Initial Application [ ] Amendment
5. Address of Principal Executive Office:
1462 Waterfront Road
Reston, Virginia 20194
6. Any questions regarding this form should be addressed to:
Clifford Alexander, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund's records *in accordance with
rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
James C. Tso
1462 Waterfront Road
Reston, Virginia 20194
NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND
PRESERVE THE RECORDS DESCRIBED IN RULES 31A-1 AND 31A-2 FOR THE PERIODS
SPECIFIED IN THOSE RULES.
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Classification of fund (check only one):
[x] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Sub-classification if the fund is a management company (check only one):
[x] Open-end [ ] Closed-end
10.The fund was a management investment company, organized and existing under
the laws of the Commonwealth of Massachusetts and consists of one series of
shares. It was organized on February 9, 1996.
11.SAGE/TSO Investment Management L.P., the fund's former investment adviser,
is located at 1462 Waterfront Road, Reston, Virginia 20194.
12.ADS Distributors, Inc., the fund's former principal underwriter, is located
at 150 Motor Parkway, Hauppauge, NY 11788.
13.Not applicable.
14.Not applicable.
15.(a) Did the fund obtain approval from the board of directors concerning the
decision to engage in a Merger, Liquidation or Abandonment of Registration?
[x] Yes [ ] No
If Yes, state the date on which the board vote took place: September 12,
1998.
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[ ] Yes [x] No
If Yes, state the date on which the shareholder vote took place:__________
If No, explain: The fund's Declaration of Trust permitted the
termination of the fund solely by a vote of its Board of Trustees; no
shareholder vote was required.
II. DISTRIBUTIONS TO SHAREHOLDERS
16.Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
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[x] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions: September 30, 1998
(b) Were the distributions made on the basis of net assets?
[x] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[x] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
(e) LIQUIDATIONS ONLY:
Were any distributions to shareholders made in kind?
[x] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by affiliates,
or any other affiliation of shareholders: Affiliates owned 30
percent of the fund's shares.
17.Not applicable.
18.Has the fund distributed all of its assets to the fund's shareholders?
[x] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form is
filed?
(b) Describe the relationship of each remaining shareholder to the fund:
19.Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [x] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20.Does the fund have any assets as of the date this form is filed? (SEE
QUESTION 18 ABOVE)
[ ] Yes [x] No
If Yes,
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(a) Describe the type and amount of each asset retained by the fund as of
the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21.Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any other
liabilities?
[ ] Yes [x] No
If Yes,
(a)Describe the type and amount of each debt or other liability:
(b)How does the fund intend to pay these outstanding debts or other
liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22.(a) List the expenses incurred in connection with the Merger or Liquidation:
(i) Legal expenses:
(ii) Accounting expenses:
(iii) Other expenses (list and identify separately):
(iv) Total expenses (sum of lines (i)-(iii) above):
(b) How were those expenses allocated? The fund's adviser paid these
expenses.
(c) Who paid those expenses? The fund's adviser.
(d) How did the fund pay for unamortized expenses (if any)? The fund's
fund's adviser bore the cost of unamortized expenses.
23.Has the fund previously filed an application for an order of the Commission
regarding the Merger or Liquidation?
[ ] Yes [x] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date the
application was filed:
V. CONCLUSION OF FUND BUSINESS
24.Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [x] No
If Yes, describe the nature of any litigation or proceeding and the position
taken by the fund in that litigation:
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25.Is the fund now engaged, or intending, to engage, in any business activities
other than those necessary for winding up its affairs?
[ ] Yes [x] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26.(a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the fund surviving the
Merger:
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed:
(d) If the merger or reorganization agreement has not been filed with the
Commission, provide a copy of the agreement as an exhibit to this, form.
VERIFICATION
The undersigned states that (i) he or she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of Sage/Tso Trust, (ii) he is the President of Sage/Tso Trust and
(iii) all actions by shareholders, directors, and any other body necessary to
authorize the undersigned to execute and file this Form N-8F application have
been taken. The undersigned also states that the facts set forth in this Form
N-8F application are true to the best of his or her knowledge, information and
belief.
/s/ James C. Tso
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Name: James C. Tso
Title: President
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