EXHIBIT 15
XXXXX XXX
RULE 12b-1 PLAN AND AGREEMENT
Pursuant to the provisions of Rule 12b-1 under the
Investment Company Act of 1940 (the ("Act"), this Rule 12b-1
Plan and Agreement (the "Plan") is hereby adopted by Xxxxx
Xxx Advisor Trust (the "Trust") for each of the series (the
"Fund") identified in the attached Schedule A, by a majority
of the trustees of the Trust, including a majority of the
trustees who are not "interested persons" of the Trust (as
defined in the Act) and who have no direct or indirect
financial interest in the operation of the Plan or in any
agreements related to the Plan (the "non-interested
trustees"). For each fund, this Plan shall become effective
on the date the registration statement of the applicable
Trust becomes effective for such Fund or such other date
indicated in Schedule A.
Section 1. Fee. Each Fund shall pay to Liberty
Securities Corporation (the "Distributor"), at the end of
each month, a fee equal to the average daily net assets of
the Fund multiplied by that portion of the percentage amount
specified in Schedule A which the number of days in the month
bears to 365. Such payment represents compensation for
expenses incurred by the Distributor for the promotion and
distribution of the shares of the Fund making the payment,
including, but not limited to the printing of prospectuses
and reports used for sales purposes, advertisements, expenses
of preparation and printing of sales literature and other
sales or promotional expense, including any compensation,
paid to any securities dealer or others person who has
incurred such expense pursuant to a Selling Agreement
executed by such party and the Distributor.
Section 2. No payments are to be made by the Trust or
any Fund to finance or promote sales of shares other than
pursuant to this Plan.
Section 3. The Distributor shall prepare written
reports to the Trust's board of trustees on a quarterly basis
showing all amounts paid under this Plan and the purposes for
which such payments were made, plus a summary of the expenses
incurred by the Distributor hereunder, together with such
other information as from time to time shall be reasonably
requested by the board of trustees of the Trust.
Section 4. For each Fund, the Plan shall remain in
effect until April, 1997 and shall continue in effect from
year to year thereafter only so long as such continuance is
specifically approved at least annually by the vote of a
majority of the trustees of the Trust, including a majority
of the non-interested trustees of each Trust who have no
direct or indirect financial interest in the Plan or in any
agreements related to the Plan, cast in person at a meeting
called for such purpose.
Section 5. So long as the Plan is in effect, nominees
for election as non-interested trustees of each Trust listed
in Schedule A shall be selected by the non-interested
trustees as required by Rule 12b-1 under the Act.
Section 6. The Plan may be terminated as to a Fund,
without penalty, at any time by either a majority of the non-
interested trustees of the applicable Trust or by a vote of a
majority of the outstanding voting securities of that Fund,
and shall terminate automatically in the event of any act
that terminates the Underwriting Agreement with the
Distributor.
Section 7. As to any Fund, the Plan may not be amended
to increase materially the amount authorized by this Plan to
be spent for services described hereunder without approval by
a majority of that Fund's outstanding voting securities, and
all material amendments to the Plan shall be approved by a
vote of a majority of the trustees of the Trust, including a
majority of the non-interested trustees of the Trust who have
no direct or indirect financial interest in the Plan, cast in
person at a meeting called for such purpose.
Section 8. Any obligation of any Trust hereunder shall
be binding only upon the assets of the Trust (or the
applicable Fund) and shall not be binding upon any trustee,
officer, employee, agent, or shareholder of that Trust.
Neither the authorization of any action by the trustees or
shareholders of the Trust nor the execution of this Plan on
behalf of the Trust shall impose any liability upon any
trustee or any shareholder.
This Plan and the terms and provisions thereof are
hereby accepted and agreed to by the Trust and the
Distributor as evidenced by their execution hereof.
Dated as of September 13, 1996
XXXXX XXX ADVISOR TRUST LIBERTY SECURITIES CORPORATION
_________________________ ____________________________
By: By:
SCHEDULE A
12b-1 fee
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Xxxxx Xxx Growth Stock Advisor Fund 0.25%
Xxxxx Xxx Balanced Advisor Fund 0.25%
Xxxxx Xxx Growth & Income Advisor Fund 0.25%
Xxxxx Xxx Capital Opportunities Advisor Fund 0.25%
Xxxxx Xxx Special Advisor Fund 0.25%
Xxxxx Xxx Special Venture Advisor Fund 0.25%
Xxxxx Xxx International Advisor Fund 0.25%
Xxxxx Xxx Xxxxx Investor Advisor Fund 0.25%
