LEXINGTON TAX FREE MONEY FUND, INC.
P.O. Box 1515
Park 80 West, Plaza Two
Saddle Brook, New Jersey 07663
(800) 526-0056
June 26, 1997
Dear Shareholder:
At a meeting of the Board of Directors held on May 13, 1997, the
Directors present unanimously approved a Plan of Liquidation and
Dissolution for the Lexington Tax Free Money Fund, Inc. After
considering other alternatives, they concluded that a complete
liquidation was in the best interests of the Lexington Tax Free Money
Fund and its shareholders. The enclosed Notice and Proxy Statement
describe these matters in detail and establish a Special Meeting of the
Shareholders to obtain your approval.
The Lexington Tax Free Money Fund currently has net assets of
approximately $26 million. The continued operation of the Fund at this
size is not economically feasible for Lexington Management Corporation
and the Board, based on Management's recommendation, believes it is not
in your interest as shareholders. In spite of our efforts to sell shares
of the Lexington Tax Free Money Fund over the past several months,
Management concluded, and the Directors agreed, that further marketing
efforts would not increase the Fund's size sufficiently to make its
continued operation practicable.
We recommend that you approve the Plan of Liquidation and
Dissolution. Lexington Management Corporation is paying all costs
associated with implementing this Plan, except the costs of solicitation
which will be borne by the Fund. Subject to your approval, shareholders
remaining in the Lexington Tax Free Money Fund will receive a cash
distribution as soon as practicable after the consummation of the sale
of all of the Fund's portfolio securities and the payment of all of the
Fund's known liabilities and obligations as described in the Proxy
Statement.
After reading the enclosed material, please complete, sign and
return the proxy card so that your shares will be represented. If you
decide to attend the meeting, you may revoke your proxy at any time and
vote your shares in person. Your vote is extremely important.
If you want additional information concerning this proposal, please
call us at 1-800-526-0056. We will answer your questions, discuss
choices and appropriate alternative Lexington investments.
Thank you for your understanding and your help.
Sincerely,
Robert M. DeMichele, President
<PAGE>
LEXINGTON TAX FREE MONEY FUND, INC.
P.O. Box 1515
Park 80 West, Plaza Two
Saddle Brook, New Jersey 07663
(800) 526-0056
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
August 8, 1997
Notice is hereby given that a Special Meeting of the Shareholders
of the Lexington Tax Free Money Fund, Inc. (the "Fund"), a Maryland
corporation, will be held on August 8, 1997 at 10 a.m. Eastern time at
the offices of the Fund, Park 80 West, Plaza Two, Saddle Brook, New
Jersey, for the following purposes:
I. To approve or disapprove the liquidation of the assets and
dissolution of the Fund pursuant to the provisions of the Plan
of Liquidation and Dissolution as approved by the Fund's Board
of Directors on May 13, 1997; and
II. The transaction of such other business as may be properly
brought before the meeting.
Shareholders of record at the close of business on May 13, 1997 are
entitled to notice of, and to vote at, this meeting or any adjournment
thereof.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE
FILL IN, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE
POSTAGE PAID RETURN ENVELOPE ENCLOSED, SO THAT A QUORUM WILL BE PRESENT
AND A MAXIMUM NUMBER OF SHARES MAY BE VOTED. IT IS MOST IMPORTANT AND
IN YOUR INTEREST FOR YOU TO SIGN YOUR PROXY CARD AND RETURN IT. THE
PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
By Order of the Board of Directors,
Lisa A. Curcio, Secretary
Dated: June 26, 1997
<PAGE>
LEXINGTON TAX FREE MONEY FUND, INC.
P.O. Box 1515
Park 80 West, Plaza Two
Saddle Brook, New Jersey 07663
(800) 526-0056
PROXY STATEMENT
Dated June 26, 1997
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD
August 8, 1997
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of the Lexington Tax
Free Money Fund, Inc. (the "Fund"), a Maryland corporation, for use at
a Special Meeting of Shareholders (the "Meeting") to be held on August
8, 1997 at 10 a.m. Eastern time at the offices of the Fund, Park 80 West,
Plaza Two, Saddle Brook, New Jersey, and at any adjournment thereof, and
was first mailed to shareholders on or about June 26, 1997. Even if you
sign and return the accompanying proxy, you may revoke it by giving
written notice of such revocation to the Secretary of the Fund prior to
the Meeting or by delivering a subsequently dated proxy or by attending
and voting at the Meeting in person. Management expects to solicit
proxies principally by mail, but Management or agents appointed by
Management may also solicit proxies by telephone, telegraph or personal
interview. The costs of solicitation will be borne by the Fund.
The following are the Proposals for the Meeting:
I. Shareholders will be asked to approve the liquidation of the
assets and dissolution of the Fund pursuant to the provisions
of the Plan of Liquidation and Dissolution (the "Plan") as
approved by the Fund's Board of Directors on May 13, 1997; and
II. Shareholders will be asked to transact such other business as
may be properly brought before the meeting.
The Board of Directors has fixed the close of business on May 13,
1997 as the record date for the determination of the shareholders
entitled to notice of and to vote at the Meeting or any adjournment
thereof. As of that date, there were approximately 23,367,671
outstanding shares of the Fund, each share being entitled to one vote on
each matter to come before the Meeting. As of May 13, 1997, the
Directors and executive officers of the Fund as a group beneficially
owned less than 1% of all issued and outstanding shares of the Fund. As
of May 13, 1997, the following shareholders each beneficially owned 5%
or more of the Fund's shares:
<PAGE>
Number of Percentage of
Name and Address Shares Owned Fund Outstanding
Piedmont Financial Holding Account 1,859,034 8%
P.O. Box 20124
Greensboro, NC 27420-0124
The Fund's Annual Report for the year ended December 31, 1996,
including financial statements, was sent to all shareholders of record
on February 28, 1997. The Annual Report does not, however, form any part
of the proxy soliciting material. A copy of the Fund's Annual Report may
be received, free of charge, by calling the Fund, toll free, at 1-800-526-0056.
The favorable vote of the holders of a majority of the issued and
outstanding shares of the Fund entitled to vote at the Meeting is
required for approval of the liquidation of the assets and dissolution
of the Fund pursuant to the provisions of the Plan (Proposal I).
In addition to the solicitation of proxies by mail, the Fund may
utilize the services of officers and employees of the Fund, Lexington
Management Corporation, the Fund's investment adviser (the "Adviser" or
the "Investment Adviser"), and Lexington Funds Distributor, Inc., the
Fund's distributor (the "Distributor"), none of whom receive any
compensation therefor, to solicit proxies by telephone, telegraph and
personal interview, and may also provide shareholders with a procedure
for recording their votes by telegraph, facsimile, telephone or other
electronic means. The estimated costs of solicitation of proxies are
expected to be approximately $20,000 in the aggregate for the Fund and
will be borne by the Fund. The Fund may request brokers, custodians,
nominees and fiduciaries to forward proxy material to the beneficial
owners of shares of record. Persons holding shares as nominees will,
upon request, be reimbursed for their reasonable expenses incurred in
sending soliciting material to their principals.
At the Meeting, the presence in person or by proxy of shareholders
of a majority in number of the outstanding shares entitled to vote at the
Meeting shall be necessary and sufficient to constitute a quorum for the
transaction of business. In the event that a quorum of shareholders is
not represented at the Meeting, the shareholders entitled to vote
thereat, present in person or represented by proxy, shall have the power
to adjourn the Meeting to be held within a reasonable time after the date
originally set for the Meeting, without notice other than announcement
at the Meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted at the meeting as originally notified.
THE PERSONS NAMED IN THE ACCOMPANYING PROXY WILL VOTE THE NUMBER OF
SHARES REPRESENTED THEREBY AS DIRECTED BY THE PROXY OR, IN THE ABSENCE
OF SUCH DIRECTION, FOR APPROVAL OF EACH OF THE ABOVE PROPOSALS.
<PAGE>
Proposal I
PROPOSAL TO LIQUIDATE THE ASSETS
AND DISSOLVE THE FUND PURSUANT
TO THE PROVISIONS OF THE PLAN
OF LIQUIDATION AND DISSOLUTION
The Liquidation in General
The Fund proposes to liquidate the assets and dissolve the Fund
pursuant to the provisions of the Plan as approved by the Fund's Board
of Directors on May 13, 1997. The Plan provides for the complete
liquidation of all of the assets of the Fund. If the Plan is approved,
the Adviser will undertake to liquidate the Fund's assets at market
prices and on such terms and conditions as the Adviser shall determine
to be reasonable and in the best interests of the Fund and its
shareholders. In no event will any of the securities owned by the Fund
be sold at a price which is less than the best price available in the
public market on the date of sale.
At the meeting of the Directors held on May 13, 1997, the Directors
determined that an orderly liquidation of the Fund's assets was in the
best interest of the shareholders. In the event the Plan is not adopted,
the Directors will consider what action, if any, should be taken,
including the suspension of sales.
Reasons for the Liquidation
The Fund is the only series of a Maryland corporation and commenced
operations on November 18, 1976. As of December 31, 1996, the Fund's net
assets were approximately $26,516,000. The Directors determined at a
meeting held on May 13, 1997 that the liquidation and termination of the
Fund was the appropriate course of action. After a discussion of all
available options, the Directors, including all of the Directors who are
not "interested persons" of the Fund (as that term is defined in the
Investment Company Act of 1940, as amended (the "1940 Act")), unanimously
adopted a resolution declaring the proposed liquidation and dissolution
advisable and directed that it be submitted to the shareholders for
consideration. Several factors, including those described below,
influenced the Directors' determination that the Fund be liquidated and
terminated.
Prior to their May 13, 1997 meeting, the Directors had been advised
by the Adviser that over the long term, the continued operation of the
Fund at its size was not economically feasible for the Adviser or the
shareholders. At the May 13, 1997 board meeting, the Adviser stated that
it had reviewed the following possible alternatives for the Fund: (i)
continuation of the Fund with increased marketing; (ii) the merger or
sale of the Fund into a similar investment company; (iii) gradual
liquidation of the Fund; and (iv) a prompt liquidation of the Fund. The
Adviser reported to the Directors that it had considered the viability
of each alternative and had concluded that a prompt liquidation of the
Fund was the only viable alternative consistent with the best interests
of the shareholders of the Fund. See "Federal Income Tax Consequences"
below. The Adviser was not confident that further marketing efforts
would increase the Fund's size sufficiently. The Adviser reported that
it found the merger or sale of the Fund into a similar investment company
not to be realistic alternatives because of the relatively small amount
of assets under management in the Fund and the fact that the Adviser
could not assure any potential merging or acquiring fund that the Fund's
assets would remain in the Fund. Further, the Adviser determined that
it would be inappropriate to terminate its reimbursement of certain Fund
expenses or seek to raise its advisory fees in order to make the Fund
more economically attractive to itself as increased fees would be
detrimental to the ability of the Fund to acquire additional assets under
management.
At the May 13, 1997 meeting of the Board of Directors, the Adviser
requested that the Board of Directors consider the liquidation of the
Fund pursuant to the Plan attached to this Proxy Statement as Exhibit A.
In connection with the proposal, the Adviser has agreed to bear the costs
associated with the liquidation of the Fund. Based upon the Adviser's
presentation and recommendation, the Board of Directors concluded that
a liquidation of the Fund was in the best interests of the Fund and its
shareholders.
The liquidation of the assets and termination of the Fund will have
the effect of permitting the Fund's shareholders to invest the
distributions to be received by them upon the Fund's liquidation in
investment vehicles of their own choice. Investors who desire the
continued use of a managed investment such as a money market fund may
obtain a prospectus for the Lexington Money Market Trust by calling, toll
free, 800-526-0056.
In the event that the shareholders do not approve the Plan, the
Directors will continue to search for other alternatives for the Fund.
Plan of Liquidation and Dissolution of the Fund
The Plan provides for the complete liquidation of all of the assets
of the Fund. If the Plan is approved, the Adviser will undertake to
liquidate the Fund's assets at market prices and on such terms and
conditions as the Adviser shall determine to be reasonable and in the
best interests of the Fund and its shareholders. In no event will any
of the portfolio securities owned by the Fund be sold at a price which
is less than the best price available in the public market on the date
of sale.
At the meeting of the Directors held on May 13, 1997, the Directors
determined that an orderly liquidation of the Fund's holdings over a
longer period of time would decrease the probability of having to sell
portfolio securities at unfavorable prices. Thus, the Directors directed
that the Adviser begin to liquidate the Fund's assets as it deems
appropriate and in the best interests of the shareholders of the Fund.
Liquidation Value
If the Plan is adopted by the Fund's shareholders at the Meeting,
as soon as practicable after the consummation of the sale of all of the
Fund's portfolio securities and the payment of all the Fund's known
liabilities and obligations, the Fund's shareholders will receive a
distribution in an amount equal to the net asset value per share, as
determined in accordance with the Fund's current registration statement
together with accrued and unpaid dividends with respect to each of their
shares of the Fund (the "Liquidation Distribution") by September 2, 1997.
Federal Income Tax Consequences
The following summary provides general information with regard to
the federal income tax consequences to shareholders on receipt of the
Liquidation Distribution from the Fund pursuant to the provisions of the
Plan. This summary also discusses the effect of federal income tax
provisions on the Fund resulting from its liquidation and dissolution;
however, the Fund has not sought a ruling from the Internal Revenue
Service (the "Service") with respect to the liquidation of the Fund.
This summary is based on the tax laws and regulations in effect on the
date of this proxy, all of which are subject to change by legislative or
administrative action, possibly with retroactive effect.
This summary of the federal income tax consequences is generally
applicable to shareholders who are individual United States citizens
(other than dealers in securities) and does not address the particular
federal income tax consequences which may apply to other shareholders,
such as corporations, trusts, estates, tax exempt organizations or non-
resident aliens. This summary does not address state or local tax
consequences. The tax consequences discussed herein may affect
shareholders differently depending upon their particular tax situations
unrelated to the Liquidation Distribution, and accordingly, this summary
is not a substitute for careful tax planning on an individual basis.
SHAREHOLDERS MAY WISH TO CONSULT THEIR PERSONAL TAX ADVISERS CONCERNING
THEIR PARTICULAR TAX SITUATIONS AND THE IMPACT THEREON OF RECEIVING THE
LIQUIDATION DISTRIBUTION AS DISCUSSED HEREIN.
As discussed above, pursuant to the Plan, the Fund will sell its
assets and distribute the proceeds to its shareholders. The Fund
anticipates that it will retain its qualification as a regulated
investment company under the Internal Revenue Code of 1986, as amended
(the "Code"), during the liquidation period and, therefore, will not be
taxed on any of its net income from the sale of its assets.
For federal income tax purposes, a shareholder's receipt of the
Liquidation Distribution will be a taxable event in which the shareholder
will be viewed as having sold his or her shares of the Fund in exchange
for an amount equal to the Liquidation Distribution that he or she
receives. Each shareholder will recognize gain or loss measured by the
difference between the adjusted tax basis in the shares and the aggregate
Liquidation Distribution received from the Fund. Assuming the shares are
held as a capital asset, the gain or loss will be characterized as a
capital gain or loss. A capital gain or loss attributable to shares held
for more than one year will constitute a long-term capital gain or loss,
while a capital gain or loss attributable to shares held for not more
than one year will constitute a short-term capital gain or loss.
The receipt of a Liquidation Distribution by an Individual
Retirement Account Plan ("IRA") which holds shares would generally not
be viewed as a taxable event to the beneficiary; however, some IRAs which
hold shares may have been established with custodians who do not possess
the power to reinvest the Liquidation Distribution, but instead must
immediately distribute such amounts to the IRA beneficiary. In this
situation, the amount received by the beneficiary will constitute a
taxable distribution; and if the beneficiary has not attained 59-1/2 years
of age, such distribution will generally constitute a premature
distribution subject to a 10% penalty tax. This penalty tax is in
addition to the beneficiary's regular income tax. Beneficiaries who
receive a distribution from their IRAs on account of the liquidation may
be able to avoid the above-described taxes and characterize the receipt
of the Liquidation Distribution as a tax-free distribution if, within 60
days of receipt of the Liquidation Distribution, it is "rolled over" into
a new IRA or into an otherwise eligible retirement plan and the
shareholder has not engaged in a rollover from this IRA to another IRA
or otherwise eligible retirement plan during the one year period ending
on the day of receipt of the Liquidation Distribution. Such a rollover
will not generate a deduction for the current year. Unless the IRA
beneficiary elects to have his or her Liquidation Distribution paid
directly to an eligible retirement plan, such distribution will be
subject to mandatory withholding of 20% on qualified retirement plan
distributions that are eligible for rollover but are not directly
transferred from the distributing plan to an eligible transferee plan.
IRA shareholders who do not wish to roll over their Liquidation
Distribution, or who have rolled over their IRAs during the one-year
period ending on the day of receipt of the distribution, may contact the
Fund's custodian to make other arrangements for the transfer of their
IRAs. Tax results will vary depending upon the status of each
beneficiary, and therefore beneficiaries who receive distributions from
an IRA on account of the liquidation of the Fund must consult with their
own tax advisers regarding their personal tax results in this matter.
The foregoing summary sets forth general information regarding the
anticipated federal income tax consequences to the Fund and to individual
shareholders who are United States citizens of the liquidation of the
Fund, as previously discussed. No tax ruling has been or will be
requested from the Service regarding the payment or receipt of a
Liquidation Distribution. The statements above are, therefore, not
binding on the Service, and there can be no assurance that the Service
will concur with this summary or that the tax consequences to any
shareholder upon receipt of a Liquidation Distribution will be as set
forth above. EACH SHAREHOLDER SHOULD SEEK INDEPENDENT COUNSEL REGARDING
THE POSSIBLE FEDERAL, STATE AND LOCAL INCOME TAX CONSEQUENCES TO SUCH
SHAREHOLDER OF RECEIVING A LIQUIDATION DISTRIBUTION.
Liquidation Distributions
At present, the date or dates on which the Fund will pay Liquidation
Distributions to its shareholders and on which the Fund will be
liquidated are not known to the Fund, but it is anticipated that if the
Plan is adopted by the shareholders such liquidation would occur on or
prior to September 2, 1997. Shareholders will receive their Liquidation
Distribution without any further action on their part.
The right of a shareholder to redeem his or her shares of the Fund
at any time has not been impaired by the adoption of the Plan.
Therefore, a shareholder may redeem shares in accordance with redemption
procedure set forth in the Fund's current prospectus without the
necessity of waiting for the Fund to take any action. The Fund does not
impose any redemption charges.
Conclusion
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
PROPOSED LIQUIDATION OF ASSETS AND DISSOLUTION OF THE FUND PURSUANT TO
THE PROVISIONS OF THE PLAN OF LIQUIDATION AND DISSOLUTION.
Proposal II
OTHER MATTERS
The Directors do not know of any matters to be presented at the
Meeting other than those set forth in this Proxy Statement. If any other
business should come before the meeting, the persons named in the
accompanying proxy will vote thereon in accordance with their best
judgment.
ADDITIONAL INFORMATION
The Investment Adviser. Lexington Management Corporation, P.O. Box
1515, Park 80 West, Plaza Two, Saddle Brook, New Jersey 07663, is the
investment adviser to the Fund. The Investment Adviser identifies and
analyzes possible investments for the Fund, determines the amount and
timing of such investments, and the form of investment. The Investment
Adviser has the responsibility of monitoring and reviewing the Fund's
portfolio, and, on a regular basis, recommending the ultimate disposition
of such investments. It is the Investment Adviser's responsibility to
cause the purchase and sale of securities in the Fund's portfolio,
subject at all times to the policies set forth by the Fund's Board of
Directors. The Investment Adviser also provides certain administrative
and managerial services to the Fund.
The Principal Underwriter. Lexington Funds Distributor, Inc. is the
principal underwriter (or Distributor) of the Fund. The Distributor
promotes the sale and arranges for the sale of shares through its
representatives and to investment dealers. The Investment Adviser and
Distributor are wholly owned subsidiaries of Lexington Global Asset
Managers, Inc., a Delaware corporation, with offices at Park 80 West,
Plaza Two, Saddle Brook, New Jersey 07663.
The Administrator. Lexington Management Corporation also acts as
administrator to the Fund and performs certain administrative and
internal accounting services, including but not limited to, maintaining
general ledger accounts, regulating compliance preparation of financial
information for semi-annual and annual reports, preparing registration
statements, calculating net asset values, communicating with
shareholders, supervising the custodian and providing facilities for such
services.
Voting Information and Discretion of the Persons Named as Proxies.
While the Meeting is called to act upon any other business that may
properly come before it, at the date of this Proxy Statement the only
business which the management intends to present or knows that others
will present is the business mentioned in the Notice of Meeting. If any
other matters lawfully come before the Meeting, and in all procedural
matters at the Meeting, it is the intention that the enclosed proxy shall
be voted in accordance with the best judgment of the attorneys named
therein, or their substitutes, present and acting at the Meeting.
Submission of Proposals for the Next Annual Meeting of the Fund.
Under the Fund's Articles of Incorporation and By-Laws, annual meetings
of shareholders are not required to be held unless necessary under the
1940 Act (for example, when fewer than a majority of the Trustees have
been elected by shareholders). Therefore, the Fund does not hold
shareholder meetings on an annual basis. A shareholder proposal intended
to be presented at any meeting hereafter called should be sent to the
Fund at P.O. Box 1515, Saddle Brook, New Jersey 07663, and must be
received by the Fund within a reasonable time before the solicitation
relating thereto is made in order to be included in the notice or proxy
statement related to such meeting. The submission by a shareholder of
a proposal for inclusion in a proxy statement does not guarantee that it
will be included. Shareholder proposals are subject to certain
regulations under federal securities law.
<PAGE>
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. IF YOU DO NOT EXPECT
TO ATTEND THE MEETING, PLEASE SIGN YOUR PROXY CARD PROMPTLY AND RETURN
IT IN THE ENCLOSED ENVELOPE TO AVOID UNNECESSARY EXPENSE AND DELAY. NO
POSTAGE IS NECESSARY.
June 26, 1997
By Order of the Board of Directors,
Lisa A. Curcio, Secretary
<PAGE>
LEXINGTON TAX FREE MONEY FUND, INC.
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS of the Lexington
Tax Free Money Fund, Inc. (the "Fund"), for use at a Special Meeting of
Shareholders to be held at Park 80 West, Plaza Two, Saddle Brook, New
Jersey, on August 8, 1997 at 10 a.m. Eastern time.
The undersigned hereby appoints Richard M. Hisey and Peter
Corniotes, and each of them, with full power of substitution, as proxies
of the undersigned to vote at the above-stated Special Meeting, and at
all adjournments thereof, all shares of stock of the Fund that are held
of record by the undersigned on the record date for the Special Meeting,
upon the following matters:
Please mark box in blue or black ink.
ITEM I. Proposal to liquidate the assets and dissolve the Fund
pursuant to the provisions of the Plan of Liquidation and
Dissolution.
FOR AGAINST ABSTAIN
ITEM II. The transaction of such other business as may be properly
brought before the meeting.
FOR AGAINST ABSTAIN
Every properly signed proxy will be voted in the manner specified
thereon and, in the absence of specification, will be treated as
GRANTING authority to vote FOR all of the above items.
Receipt of Notice of Special Meeting and Proxy Statement is hereby
acknowledged.
PLEASE SIGN, DATE AND RETURN PROMPTLY.
__________________________________________
Sign here exactly as name(s)
appears hereon
__________________________________________
Dated:________________________________, 1997
IMPORTANT: Joint owners must EACH
sign. When signing as attorney,
executor, administrator, trustee,
guardian or corporate officer,
please give your full title as such.
EXHIBIT A
PLAN OF LIQUIDATION AND DISSOLUTION
OF
LEXINGTON TAX FREE MONEY FUND, INC.
This Plan of Liquidation and Dissolution (the "Plan") of the
Lexington Tax Free Money Fund, Inc., a Maryland corporation (the "Fund"),
has been approved by the Board of Directors of the Fund (the "Board") as
being advisable and in the best interests of the Fund and its stock-
holders. The Board has directed that this Plan be submitted to the
holders of the outstanding voting shares of the Fund's Common Stock (the
"Stockholders") for their adoption or rejection at a special meeting of
stockholders and has authorized the distribution of a Proxy Statement
(the "Proxy Statement") in connection with the solicitation of proxies
for such meeting. Upon such adoption, the Fund shall voluntarily
dissolve and completely liquidate in accordance with the requirements of
the Maryland General Corporation Law (the "MGCL") and the Internal
Revenue Code of 1986, as amended (the "Code"), as follows:
1. Adoption of Plan. The effective date of the Plan (the
"Effective Date") shall be the date on which the Plan is
adopted by the shareholders.
2. Sale or Distribution of Assets. As soon as practicable after
the Effective Date, but in no event later than September 30,
1997 (the "Liquidation Period"), the Fund shall have the
authority to engage in such transactions as may be appropriate
to its dissolution and liquidation, including, without
limitation, the consummation of the transactions described in
the Proxy Statement.
3. Provisions for Liabilities. Within the Liquidation Period,
the Fund shall pay or discharge or set aside a reserve fund
(the "Reserve Fund") for, or otherwise provide for the payment
or discharge of, any liabilities and obligations, including,
without limitation, contingent liabilities.
4. Distribution to Stockholders. As soon as practicable after a
vote of approval of this Plan by the shareholders of the Fund,
the Fund shall liquidate and distribute pro rata on the date
of liquidation (the "Liquidation Date") to its shareholders of
record as of the close of business on the Liquidation Date all
of the remaining assets of the Fund in complete cancellation
and redemption of all the outstanding shares of the Fund,
except for cash, bank deposits or cash equivalents in an
estimated amount necessary to (i) discharge any unpaid
liabilities of the Fund on the Fund's books on the Liquidation
Date, including, but not limited to, income dividends and
capital gains distributions, if any, payable for the period
prior to the Liquidation Date, and (ii) pay such contingent
liabilities as the Fund's Board of Directors shall reasonably
deem to exist against the assets of the Fund on the Fund's
books.
5. Notice of Liquidation. As soon as practicable after the
Effective Date but in no event later than 20 days prior to the
filing of Articles of Dissolution as provided in Section 6
below, the Fund shall mail notice to all its creditors and
employees that this Plan has been approved by the Board and
the shareholders as provided in the MGCL.
6. Articles of Dissolution. Within the Liquidation Period and
pursuant to the MGCL, the Fund shall prepare and file Articles
of Dissolution (the "Articles") with and for acceptance by the
Maryland State Department of Assessments and Taxation (the
"Department").
7. Amendment or Abandonment of Plan. The Board may modify or
amend this Plan at any time without shareholder approval if it
determines that such action would be advisable and in the best
interests of the Fund and its shareholders. If any amendment
or modification appears necessary and in the judgment of the
Board will materially and adversely affect the interests of
the shareholders, such an amendment or modification will be
submitted to the shareholders for approval. In addition, the
Board may abandon this Plan without shareholder approval at
any time prior to the filing of the Articles if it determines
that abandonment would be advisable and in the best interests
of the Fund and its shareholders.
8. Powers of Board and Officers. The Board and the officers of
the Fund are authorized to approve such changes to the terms
of any of the transactions referred to herein, to interpret
any of the provisions of this Plan, and to make, execute and
deliver such other agreements, conveyances, assignments,
transfers, certificates and other documents and take such
other action as the Board and the officers of the Fund deem
necessary or desirable in order to carry out the provisions of
this Plan and effect the complete liquidation and dissolution
of the Fund in accordance with the Code and the MGCL
including, without limitation, the filing of a Form N-8F with
the Securities and Exchange Commission and withdrawing any
qualification to conduct business in any state in which the
Fund is so qualified, as well as the preparation and filing of
any tax returns.
9. Termination of Business Operations. As soon as practicable
upon adoption of the Plan, the Fund shall cease to conduct
business except as shall be necessary in connection with the
effectuation of its liquidation.
THE LEXINGTON TAX FREE MONEY FUND, INC.
Robert M. DeMichele, President
