Establishment and Designation
of Classes of Shares of Beneficial Interest
with $0.01 Par Value Per Share
The undersigned, being a majority of the Trustees of Lexington Money Market
Trust, a Massachusetts business trust (the "Trust"), acting pursuant to Section
5.13 of the Declaration of Trust dated July 26, 2000 (the "Declaration of
Trust") of the Trust, hereby further divide the shares of beneficial interest of
the Trust into additional classes, to have the following special and relative
rights:
1. The existing shares shall be designated "Lexington Money Market Trust
Class A."
2. The Trust is authorized to invest in cash, securities, instruments and
other property as from time to time described in the Trust's then currently
effective registration statement under the Securities Act of 1933. Each share of
beneficial interest of the Trust ("Share") is redeemable, is entitled to one
vote (or fraction thereof in respect of a fractional Share) on matters on which
Shares of the Trust shall be entitled to vote (subject to paragraph 3 below),
shall represent a pro rata beneficial interest in the assets allocated to the
Trust (subject to paragraph 4 below) and shall be entitled to receive its pro
rata share of net assets of the Trust upon liquidation of the Trust, all as
provided in the Declaration of Trust.
3. Shareholders of the Trust shall vote together as a single class on any
matter, except to the extent required by the Investment Company Act of 1940, as
amended (the "1940 Act"), or when the Trustees have determined that the matter
affects only the interests of Shareholders of a particular class of Shares, in
which case only the Shareholders of such class shall be entitled to vote
thereon. Any matter shall be deemed to have been effectively acted upon with
respect to any class as provided in Rule 18f-2 under the 1940 Act, or any
successor rule, and in the Declaration of Trust.
4. Liabilities, expenses, costs, charges and reserves related to the
distribution of, and other identified expenses that should properly be allocated
to, the Shares of a particular class may be charged to and borne solely by such
class and the bearing of expenses solely by a class of Shares may be
appropriately reflected (in a manner determined by the Trustees), and cause
differences in, the net asset value attributable to, and the dividend,
redemption and liquidation rights of, the Shares of different classes. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the Shareholders of all classes for all
purposes.
5. Shares of each class of the Trust may vary between themselves as to
rights of redemption and conversion rights, as may be approved by the Trustees
and set forth in the Trust's then-current prospectus.
6. The Trustees shall have the right at any time and from time to time to
reallocate assets and expenses or to change the designation of the Trust or any
class thereof hitherto or hereafter created, or to otherwise change the special
and relative rights of the Trust or any class thereof, provided that such change
shall not adversely affect to rights of the Shareholders of the Trust or class.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument this 26th
day of July, 2000.
/s/ Al Burton /s/ David W.C. Putnam
------------------------------ ------------------------------
Al Burton David W.C. Putnam
/s/ Paul S. Doherty /s/ John R. Smith
------------------------------ ------------------------------
Paul S. Doherty John R. Smith
/s/ Robert B. Goode /s/ Robert W. Stallings
------------------------------ ------------------------------
Robert B. Goode Robert W. Stallings
/s/ Alan L. Gosule /s/ John G. Turner
------------------------------ ------------------------------
Alan L. Gosule John G. Turner
/s/ Walter H. May /s/ David W. Wallace
------------------------------ ------------------------------
Walter H. May David W. Wallace
/s/ Jock Patton
------------------------------
Jock Patton
