SERVICE AND DISTRIBUTION PLAN
WHEREAS, Lexington Money Market Trust (the "Company") engages in business
as an open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act");
WHEREAS, shares of common stock of the Company currently consist of one
series, Lexington Money Market Trust (the "Trust");
WHEREAS, shares of common stock of the Trust are divided into classes of
shares, one of which is designated Class A;
WHEREAS, the Company employs Pilgrim Securities, Inc. (the "Distributor")
as distributor of the securities of which it is the issuer; and
WHEREAS, the Company and the Distributor have entered into an Underwriting
Agreement pursuant to which the Company has employed the Distributor in such
capacity during the continuous offering of shares of the Company; and
WHEREAS, the Company wishes to adopt the Distribution Plan and the
Shareholder Service Plan of the Trust with respect to Class A shares as set
forth hereinafter.
NOW, THEREFORE, the Company hereby adopts on behalf of the Trust with
respect to its Class A shares, and the Distributor hereby agrees to the terms of
the Plan, in accordance with Rule 12b-l under the Act, on the following terms
and conditions:
1. The Trust shall pay to the Distributor, as the distributor of the Class
A shares of the Trust, a service or distribution fee at the rate of 0.25% on an
annualized basis of the average daily net assets of the Trust's Class A shares,
provided that, at any time such payment is made, whether or not this Plan
continues in effect, the making thereof will not cause the limitation upon such
payments established by this Plan to be exceeded. Such fee shall be calculated
and accrued daily and paid monthly or at such intervals as the Board of Trustees
shall determine, subject to any applicable restriction imposed by rules of the
National Association of Securities Dealers, Inc.
2. The amount set forth in paragraph 1 of this Plan shall be used by the
Distributor to pay securities dealers (which may include the Distributor itself)
and other financial institutions and organizations for servicing shareholder
accounts, including a continuing fee which may accrue immediately after the sale
of shares. To the extent not used for servicing shareholder accounts, the amount
set forth in paragraph 1 of this Plan may be paid for the Distributor's services
as distributor of the shares of the Trust in connection with any activities or
expenses primarily intended to result in the sale of the Class A shares of the
Trust, including, but not limited to, payment of compensation, including
incentive compensation, to securities dealers (which may include the Distributor
itself) and other financial institutions and organizations (collectively, the
"Service Organizations") to obtain various distribution related and/or
administrative services for the Trusts. These services may include, among other
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things, processing new shareholder account applications, preparing and
transmitting to the Trust's Transfer Agent computer processable tapes of all
transactions by customers and serving as the primary source of information to
customers in answering questions concerning the Trust and their transactions
with the Trust. The Distributor is also authorized to engage in advertising, the
preparation and distribution of sales literature and other promotional
activities on behalf of the Trust. In addition, this Plan hereby authorizes
payment by the Trust of the cost of preparing, printing and distributing Fund
Prospectuses and Statements of Additional Information to prospective investors
and of implementing and operating the Plan. Distribution expenses also include
an allocation of overhead of the Distributor and accruals for interest on the
amount of distribution expenses that exceed distribution fees and contingent
deferred sales charges received by the Distributor.
3. This Plan shall not take effect until it, together with any related
agreements, has been approved by votes of a majority of both (a) the Company's
Board of Trustees and (b) those Trustees of the Company who are not "interested
persons" of the Company (as defined in the Act) and who have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it (the "Rule 12b-l Trustees"), cast in person at a meeting (or
meetings) called for the purpose of voting on this Plan and such related
agreements.
4. After approval as set forth in paragraph 3, and any other approvals
required pursuant to the Act and Rule 12b-1 thereunder, this Plan shall take
effect at the time specified by the Company's Board of Trustees. The Plan shall
continue in full force and effect as to the Class A shares of the Trust for so
long as such continuance is specifically approved at least annually in the
manner provided for approval of this Plan in paragraph 3.
5. The Distributor shall provide to the Trustees of the Company, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.
6. This Plan may be terminated as to the Trust at any time, without payment
of any penalty, by vote of the Trustees of the Company, by vote of a majority of
the Rule 12b-l Trustees, or by a vote of a majority of the outstanding voting
securities of Class A shares of the Trust on not more than 30 days' written
notice to any other party to the Plan.
7. This Plan may not be amended to increase materially the amount of the
fee (including any service fee) provided for in paragraph 1 hereof unless such
amendment is approved by a vote of the shareholders of the Class A shares of the
Trust, and no material amendment to the Plan shall be made unless approved in
the manner provided for approval and annual renewal in paragraph 3 hereof.
8. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons (as defined in the Act) of the Company shall be
committed to the discretion of the Trustees who are not such interested persons.
9. The Company shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 6 hereof, for a period of
not less than six years from the date of this Plan, any such agreement or any
such report, as the case may be, the first two years in an easily accessible
place.
Dated: July 26, 2000
