THE LEXINGTON FUNDS
                                  P.O. Box 1515
   
                             Park 80 West Plaza Two
    
                         Saddle Brook, New Jersey 07663

                                            Shareholder Services--1-800-526-0056
                                                                  1-201-845-7300

                        Institutional/Financial Adviser Services--1-800-367-9160
                                     24 Hour Account Information--1-800-526-0052

PROSPECTUS

   
May 1, 1997
    

      The  following  eleven mutual funds (each a "Fund," and  collectively  the
"Funds") are offered in this Prospectus:

   
    FUND NAME                                                     NASDAQ SYMBOL
    Lexington Convertible Securities Fund                            CNCVX
    Lexington Crosby Small Cap Asia Growth Fund, Inc.                LXCAX
    Lexington GNMA Income Fund, Inc.                                 LEXNX
    Lexington Goldfund, Inc.                                         LEXMX
    Lexington Growth and Income Fund, Inc.                           LEXRX
    Lexington International Fund, Inc.                               LEXIX
    Lexington Money Market Trust                                     LMMXX
    Lexington Ramirez Global Income Fund                             LEBDX
    Lexington SmallCap Value Fund, Inc.                              LESVX
    Lexington Troika Dialog Russia Fund, Inc.                        LETRX
    Lexington Worldwide Emerging Markets Fund, Inc.                  LEXGX
    

      Each Fund's shares offered in this  Prospectus are sold at net asset value
with no sales load, no  commissions  and (except for certain  redemptions of the
Lexington Troika Dialog Russia Fund) no redemption or exchange fees. The minimum
initial investment in each Fund is $1000 ($5,000 for the Lexington Troika Dialog
Russia  Fund),  and  subsequent  investments  must be at least $50.  See "How to
Invest in the Funds."

   
      Each Fund is an  open-end  management  investment  company  and managed by
Lexington  Management  Corporation  (the  "Manager"),  an affiliate of Lexington
Funds  Distributor  Inc. (the  "Distributor").  Each Fund has its own investment
objective  and  policies  designed  to  meet  different  investment  goals.  The
Lexington  Convertible  Securities and Lexington Ramirez Global Income Funds may
invest without limitation in lower rated debt securities commonly referred to as
"junk  bonds."  Investments  of this type are subject to greater risk of loss of
principal and interest. Lexington Troika Dialog Russia Fund involves speculative
investments   and  special  risks,   such  as  political,   economic  and  legal
uncertainties, currency fluctuations, portfolio settlement and custody risks and
risks of loss arising out of Russia's system of share registration. The Fund may
not be  appropriate  for all  investors.  As with all mutual funds,  there is no
guarantee a Fund will achieve its objective.
    
<PAGE>

   
      Please  read this  Prospectus  before  investing  and retain it for future
reference.  A Statement of  Additional  Information  dated May 1,1997,  has been
filed with the  Securities  and Exchange  Commission,  is  incorporated  to this
Prospectus  by  reference  and  is  available  without  charge  by  calling  the
appropriate  telephone  number  above or writing to the  address  listed  above.
Information   about  the  Lexington  Funds  is  available  on  the  Internet  at
http://www.sec.gov or http://www.lexingtonfunds.com

     AN  INVESTMENT IN THE FUNDS IS NEITHER  INSURED NOR  GUARANTEED BY THE U.S.
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE LEXINGTON MONEY MARKET TRUST WILL
BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE.

      MUTUAL FUND  SHARES ARE NOT  DEPOSITS OR  OBLIGATIONS  OF (OR  ENDORSED OR
GUARANTEED BY)ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC"), THE FEDERAL RESERVE BOARD OR
ANY OTHER AGENCY. INVESTING IN MUTUAL FUNDS INVOLVES INVESTMENT RISKS, INCLUDING
THE POSSIBLE LOSS OF PRINCIPAL, AND THEIR VALUE AND RETURN WILL FLUCTUATE.

      THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY  STATE  SECURITIES  COMMISSION,  NOR  HAS  THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION  PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.
    

TABLE OF CONTENTS

The Lexington Funds ...............................  3
Fees and Expenses of the Funds ....................  5
Financial Highlights ..............................  8
The Funds' Investment Objectives
  and Policies .................................... 19
Portfolio Securities .............................. 28
Other Investment Practices ........................ 32
Risk Considerations ............................... 34
Management of the Funds ........................... 41
How to Contact the Funds .......................... 52
How to Invest in the Funds ........................ 52
How to Redeem an Investment
  in the Funds .................................... 55
Exchange/Telephone Redemption
   Privileges and Restrictions .................... 58
How Net Asset Value is Determined ................. 59
Dividends and Distributions ....................... 61
Taxation .......................................... 62
General Information ............................... 63
Back-up Withholding ............................... 65
Glossary .......................................... 66


                                        2
<PAGE>

THE LEXINGTON FUNDS

      The Funds'  investment  objectives are summarized  below.  See "The Funds'
Investment Objectives and Policies" beginning on page 19, "Portfolio Securities"
beginning  on page 28,  "Other  Investment  Practices"  beginning on page 19 and
"Risk Considerations" beginning on page 35 for more detailed information.

INTERNATIONAL FUNDS

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.

      The Lexington Crosby Small Cap Asia Growth Fund's investment  objective is
to seek long-term capital  appreciation  through investment in common stocks and
equivalents   of   companies   domiciled  in  the  Asia  Region  with  a  market
capitalization of less than $1 billion.

   
LEXINGTON INTERNATIONAL FUND, INC.
    

      The  Lexington  International  Fund's  investment  objective  is  to  seek
long-term growth of capital through  investment in common stocks and equivalents
of companies domiciled in foreign countries.

LEXINGTON RAMIREZ GLOBAL INCOME FUND

      The Lexington Ramirez Global Income Fund's investment objective is to seek
high  current  income.  Capital  appreciation  is  a  secondary  objective.  The
Lexington  Ramirez  Global Income Fund invests in a  combination  of foreign and
domestic  high-yield,  lower  rated  debt  securities,  commonly  known as "junk
bonds."

LEXINGTON TROIKA DIALOG RUSSIA FUND, INC.

   
      The Lexington Troika Dialog Russia Fund's investment  objective is to seek
long-term  capital  appreciation  through  investment  primarily  in the  equity
securities of Russian companies.
    

LEXINGTON WORLDWIDE EMERGING MARKETS FUND, INC.

      The Lexington Worldwide Emerging Markets Fund's investment objective is to
seek  long-term  growth  of  capital  primarily  through  investment  in  equity
securities of companies  domiciled in, or doing  business in emerging  countries
and emerging markets.

                                       3
<PAGE>

DOMESTIC EQUITY FUNDS

LEXINGTON CONVERTIBLE SECURITIES FUND

      The Lexington Convertible  Securities Fund's investment objective is total
return  which it seeks to achieve by  providing  capital  appreciation,  current
income and conservation of the shareholders capital.

LEXINGTON GROWTH AND INCOME FUND, INC.

      The Lexington Growth and Income Fund's principal  investment  objective is
long term appreciation of capital. Income is a secondary objective.

LEXINGTON SMALLCAP VALUE FUND, INC.

      The Lexington SmallCap Value Fund's principal investment objective is long
term capital appreciation. The Lexington SmallCap Value Fund will seek to obtain
its objective through  investment in common stocks and equivalents  primarily of
companies  domiciled in the United States with a market  capitalization  of less
than $1 billion.

PRECIOUS METALS FUNDS

LEXINGTON GOLDFUND, INC.

      The  Lexington  Goldfund's  investment  objective  is  to  attain  capital
appreciation  and such hedge  against  loss of buying  power as may be  obtained
through  investment  in gold  securities  of  companies  engaged  in  mining  or
processing gold throughout the world.

DOMESTIC FIXED-INCOME FUNDS

LEXINGTON GNMA INCOME FUND, INC.

      The Lexington  GNMA Income Fund's  investment  objective is to seek a high
level of current  income,  consistent  with  liquidity  and safety of principal,
through investment primarily in mortgage-backed GNMA ("Ginnie Mae") Certificates
that are  guaranteed  as to the timely  payment of principal and interest by the
United States Government.

MONEY MARKET FUNDS

LEXINGTON MONEY MARKET TRUST

      The Lexington Money Market Trust's investment objective is to seek as high
a level of current income from short-term  investments as is consistent with the
preservation of capital and liquidity. The Lexington Money Market Trust seeks to
maintain a stable net asset value of $1 per share.

                                       4
<PAGE>

FEES AND EXPENSES OF THE FUNDS

SHAREHOLDER TRANSACTION EXPENSES

      An investor  would pay the  following  charges  when  buying or  redeeming
shares of a Fund:
<TABLE>
<CAPTION>

                                 MAXIMUM
         MAXIMUM                  SALES
          SALES               LOAD IMPOSED           DEFERRED SALES         REDEMPTION
      LOAD IMPOSED            ON REINVESTED               LOAD                 FEES+           EXCHANGE FEES
      ON PURCHASES              DIVIDENDS
------------------------------------------------------------------------------------------------------------
     <S>                     <C>                     <C>                   <C>                 <C>
      None                    None                    None                  None                None
------------------------------------------------------------------------------------------------------------
</TABLE>

+    Shareholders effecting redemptions via wire transfer may be required to pay
     fees, including the wire fee and other fees, that will be directly deducted
     from  redemption  proceeds.  LEXINGTON  TROIKA DIALOG RUSSIA FUND ONLY: you
     will pay a redemption fee of 2% for shares you redeem within 365 days after
     you have purchased them. See "How to Redeem an Investment in the Funds."
   

                                       5
<PAGE>

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS):

   
<TABLE>
<CAPTION>
                                                                                                                       TOTAL FUND
                                                 MANAGEMENT                RULE 12B-1              OTHER                OPERATING
                                                    FEES                      FEES                 FEES                 EXPENSES
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                      <C>                   <C>                    <C>   
   INTERNATIONAL FUNDS

   Lexington Crosby Small Cap Asia
     Growth Fund                                    1.25                                           1.17                   2.42 *
   Lexington International Fund                     1.00                      0.25                 0.50                   1.75 *
   Lexington Ramirez Global Income Fund             1.00                      0.25                 0.25                   1.50 *
   Lexington Troika Dialog Russia Fund              1.25                      0.25                 1.65                   3.35 *
   Lexington Worldwide Emerging 
     Markets Fund                                   1.00                                           0.76                   1.76
-----------------------------------------------------------------------------------------------------------------------------------
   DOMESTIC EQUITY FUNDS
   Lexington Convertible Securities
      Fund                                          1.00                      0.25                 1.14                   2.39
   Lexington Growth and Income Fund                 0.68                      0.25                 0.20                   1.13
   Lexington SmallCap Value Fund                    1.00                      0.25                 1.23                   2.48 *
-----------------------------------------------------------------------------------------------------------------------------------
   PRECIOUS METALS FUNDS
   Lexington Goldfund                               0.84                      0.25                 0.51                   1.60
-----------------------------------------------------------------------------------------------------------------------------------
   DOMESTIC FIXED-INCOME FUNDS
   Lexington GNMA Income Fund                       0.60                                           0.45                   1.05
-----------------------------------------------------------------------------------------------------------------------------------
   MONEY MARKET FUNDS
   Lexington Money Market Trust                     0.50                                           0.50                   1.00 *
   * Net of reimbursement or waivers
</TABLE>
    

       This  table is  intended  to assist the  investor  in  understanding  the
various  expenses  of each  Fund.  Operating  expenses  are paid out of a Fund's
assets and are factored into the Fund's share price. Each Fund estimates that it
will have the expenses listed  (expressed as a percentage of average net assets)
for the current fiscal year.

                                       6
<PAGE>

EXAMPLE OF EXPENSES FOR THE FUNDS

   
       Assuming,  hypothetically,  that each fund's annual return is 5% and that
its operating  expenses are as set forth on previous  page,  an investor  buying
$1,000 of a fund's  shares would have paid the  following  total  expenses  upon
redeeming such shares:

<TABLE>
<CAPTION>

                                                               1 YEAR            3 YEARS             5 YEARS           10 YEARS
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>              <C>                 <C>                <C>
 Lexington Crosby Small Cap Asia Growth Fund                    24.51             75.45              129.05             275.63
 Lexington International Fund                                   17.78             55.11               94.89             206.24
 Lexington Ramirez Global Income Fund                           15.26             47.41               81.84             179.05
 Lexington Troika Dialog Russia Fund                            54.11            103.01              174.55             363.98
 Lexington Worldwide Emerging Markets Fund                      17.89             55.41               95.41             207.31
 Lexington Convertible Securities Fund                          24.21             74.55              127.55             272.63
 Lexington Growth and Income Fund                               11.52             35.91               62.23             137.46
 Lexington SmallCap Value Fund                                  25.11             77.25              132.05             281.60
 Lexington Goldfund                                             16.27             50.49               87.08             190.01
 Lexington GNMA Income Fund                                     10.71             33.41               57.94             128.26
 Lexington Money Market Trust                                   10.20             31.84               55.25             122.46
</TABLE>

    

       This  example is to show the effect of  expenses.  This  example does not
represent past or future  expenses or returns;  actual  expenses and returns may
vary.

                                       7
<PAGE>

       FINANCIAL HIGHLIGHTS

SELECTED PER SHARE DATA AND RATIOS

       The following  financial  information  for the periods ended December 31,
1991 (or inception of Fund, if later), through December 31, 1996, was audited by
KPMG Peat Marwick LLP,  whose report,  dated  December 31, 1996,  appears in the
1996 Annual Reports of the Funds.
<TABLE>
<CAPTION>
   

                   LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND

                                                                                                         JULY 3, 1995
                                                                                                 (COMMENCEMENT OF OPERATIONS)
                                                                               1996                  TO DECEMBER 31, 1995
                                                                             --------             ---------------------------
<S>                                                                           <C>                         <C>
Net asset value, beginning of period                                           $  9.76                     $ 10.00
Income (loss) from investment operations:
 Net investment income (loss)                                                    (0.05)                       0.02
 Net realized and unrealized gain (loss) on investments                           2.54                       (0.24)
--------------------------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations                                    2.49                       (0.22)
Less distributions:
 Distributions from net investment income                                           --                       (0.02)
 Distributions in excess of net investment income                                (0.01)                         --
--------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                                 $ 12.24                      $ 9.76
--------------------------------------------------------------------------------------------------------------------------------
Total return                                                                     25.50%                      (4.39)%*
Ratios to average net asset of:
 Expenses, before reimbursement or waiver                                         2.64%                       3.51%*
--------------------------------------------------------------------------------------------------------------------------------
 Expenses, net of reimbursement or waiver                                         2.42%                       1.75%*
 Net investment loss, before reimbursement or waiver                             (0.86)%                     (1.24)%*
 Net investment loss                                                             (0.64)%                      0.52%*
Portfolio turnover                                                              176.49%                      40.22%*
Average commission paid on equity security transactions**                           --                            --
--------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                         $23,796                       $8,936
--------------------------------------------------------------------------------------------------------------------------------
    
</TABLE>

 *Annualized

**The average  commission  paid on equity security  transactions  for the period
ended December 31, 1996 is less than $0.05 per share of securities purchased and
sold. In accordance with recent  SECdisclosure  guidelines,  average commissions
were calculated for the current period and not for prior periods.

                                       8
<PAGE>


                          LEXINGTON INTERNATIONAL FUND
<TABLE>
<CAPTION>

                                                                             1996                 1995                   1994
                                                                             ----                 ----                   ----
<S>                                                                         <C>                  <C>                    <C>

Net asset value, beginning of period                                        $10.60                $10.37                $10.00
Income (loss) from investment operations:
    Net investment loss                                                       (.02)                 (.01)                 (.08)
    Net realized and unrealized gain on investments                           1.45                   .61                   .67
--------------------------------------------------------------------------------------------------------------------------------
Total income from investment operations                                       1.43                   .60                   .59
Less distributions:
    Distributions from net investment income                                  (.20)                   --                    --
    Dividends in excess of net investment income
      (temporary book-tax difference)                                           --                  (.35)                   --
    Distributions from net realized capital gains                             (.97)                 (.02)                 (.10)
    Distributions in excess of net realized capital
      gains (temporary book-tax difference)                                     --                   --  (.12                )
--------------------------------------------------------------------------------------------------------------------------------
    Total distributions                                                      (1.17)                 (.37)                 (.22)
Net asset value, end of period                                              $10.86                $10.60                $10.37
Total return                                                                 13.57%                 5.77%                 5.87%
Ratio to average net assets:
    Expenses                                                                  2.45%                 2.46%                 2.39%
    Net investment loss                                                      (0.39%)                (.12%)                (.94%)
Portfolio turnover                                                          113.55%               137.72%               100.10%
Average commission paid on equity security transactions*                     $0.03                    --                    --
--------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                  $18,891               $17,855               $17,843
</TABLE>

*IN ACCORDANCE WITH RECENT  SECDISCLOSURE  GUIDELINES,  AVERAGE  COMMISSIONS ARE
CALCULATED FOR THE CURRENT PERIOD AND NOT FOR PRIOR PERIODS.

                                       9
<PAGE>

                      LEXINGTON RAMIREZ GLOBAL INCOME FUND
<TABLE>
<CAPTION>

   
                                                                 1996       1995       1994       1993       1992       1991
                                                                 ----       ----       ----       ----       ----       ----
<S>                                                            <C>         <C>       <C>         <C>        <C>        <C>
Net asset value, beginning of period                            $10.75     $ 9.80    $ 10.95     $10.39     $10.35     $10.05
Income (loss) from investment operations:
    Net investment income                                         1.01       0.96       0.46       0.53       0.61       0.67
    Net realized and unrealized gain (loss)
      on investments                                              0.36       0.95      (1.16)      0.58       0.04       0.30
-------------------------------------------------------------------------------------------------------------------------------
Total income (loss)
    from investment operations                                    1.37       1.91      (0.70)      1.11       0.65       0.97
-------------------------------------------------------------------------------------------------------------------------------
Less distributions:
    Dividends from net investment income                         (0.86)     (0.96)     (0.45)     (0.55)     (0.61)     (0.67)
    Distributions from net realized gains                         (.04)     --         --         --         --         --   
-------------------------------------------------------------------------------------------------------------------------------
    Total distributions                                           (.90)     (0.96)     (0.45)     (0.55)     (0.61)     (0.67)
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                  $11.22     $10.75     $ 9.80     $10.95     $10.39     $10.35 
-------------------------------------------------------------------------------------------------------------------------------
Total return                                                     13.33%     20.10%     (6.52%)    10.90%      6.51%     10.03% 
-------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
-------------------------------------------------------------------------------------------------------------------------------
    Expenses, before reimbursement or waiver                      2.33%      3.07%      1.80%      1.44%      1.54%      1.65% 
-------------------------------------------------------------------------------------------------------------------------------
    Expenses, net of reimbursement or waiver                      1.50%      2.75%      1.50%      1.44%      1.50%      1.12% 
-------------------------------------------------------------------------------------------------------------------------------
    Net investment income, before
      reimbursement or waiver                                     9.49%      9.48%      4.18%      4.83%      5.88%      6.11% 
-------------------------------------------------------------------------------------------------------------------------------
    Net investment income                                        10.32%      9.80%      4.48%      4.83%      5.92%      6.64% 
-------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover                                               71.83%    164.72%     10.20%     31.06%     31.24%     29.45% 
-------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                        $29,110    $12,255     $10,351    $14,576    $13,085   $12,252
-------------------------------------------------------------------------------------------------------------------------------
*Annualized
    

</TABLE>


<TABLE>
<CAPTION>

                     LEXINGTON RAMIREZ GLOBAL INCOME FUND                                           
                                                                                                                     
                                                                    1990       1989       1988       1987 
                                                                    ----       ----       ----       ---- 
<S>                                                                <C>        <C>        <C>        <C>   
Net asset value, beginning of period                               $10.12     $10.03     $ 9.67     $10.55
Income (loss) from investment operations:                                                                 
   Net investment income                                            0.73       0.63       0.63       0.78 
   Net realized and unrealized gain (loss)                                                                
     on investments                                                (0.09)      0.09       0.36      (0.86)
----------------------------------------------------------------------------------------------------------  
Total income (loss)                                                                                       
   from investment operations                                       0.64       0.72       0.99     (0.08) 
----------------------------------------------------------------------------------------------------------  
Less distributions:
Dividends from net investment income                              (0.71)     (0.63)     (0.63)     (0.80) 
   Distributions from net realized gains                           --         --         --         --     
----------------------------------------------------------------------------------------------------------
   Total distributions                                             (0.71)     (0.63)     (0.63)     (0.80) 
----------------------------------------------------------------------------------------------------------
Net asset value, end of period                                    $10.05     $10.12     $10.03     $ 9.67
----------------------------------------------------------------------------------------------------------
Total return                                                        6.62%      7.40%     10.54%    (0.21%) 
----------------------------------------------------------------------------------------------------------
 Ratio to average net assets:                                
----------------------------------------------------------------------------------------------------------
   Expenses, before reimbursement or waiver                         1.61%      1.72%      1.50%      1.97%   
----------------------------------------------------------------------------------------------------------
   Expenses, net of reimbursement or waiver                         1.08%      1.20%      1.33%     --       
----------------------------------------------------------------------------------------------------------
   Net investment income, before                                                                             
     reimbursement or waiver                                        6.67%      5.70%      6.16%      5.98%   
----------------------------------------------------------------------------------------------------------     
   Net investment income                                            7.20%      6.22%      6.33%      7.95%   
----------------------------------------------------------------------------------------------------------
Portfolio turnover                                                 44.50%     46.60%     67.11%     66.77%   
Net assets, end of period (000's omitted)                         $10,707    $12,739    $13,139    $11,049  
----------------------------------------------------------------------------------------------------------  
Annualized                                                                                                  
</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>

                       LEXINGTON TROIKA DIALOG RUSSIA FUND

                                                                         JULY 3, 1996 TO
                                                                       DECEMBER 31, 1996** 
                                                                       -----------------
<S>                                                                        <C>

Net asset value, beginning of period                                        $12.12
-------------------------------------------------------------------------------------
    Income (loss) from investment operations:
    Net investment income (loss)                                             (0.05)
    Net realized and unrealized gain (loss) on investments                   (0.51)
-------------------------------------------------------------------------------------
Total income (loss) from investment operations                               (0.56)
-------------------------------------------------------------------------------------
    Less distributions:        
    Distributions from net investment income
    Distributions from net realized capital gains                            (0.32)
-------------------------------------------------------------------------------------
    Total distributions                                                      (0.32)
-------------------------------------------------------------------------------------
Net asset value, end of period                                              $11.24
-------------------------------------------------------------------------------------
Total return                                                                 (9.01)%*
-------------------------------------------------------------------------------------
Ratios to average net asset of
            EXPENSES, BEFORE REIMBURSEMENT OR WAIVERS                         5.07%*
------------------------------------------------------------------------------------
    Expenses, net of reimbursement or waivers                                 2.65%*
------------------------------------------------------------------------------------
    Net investment loss, before reimbursement or waivers                     (3.69)%*
------------------------------------------------------------------------------------
    Net investment loss                                                      (1.27)%*
------------------------------------------------------------------------------------
Portfolio turnover                                                          115.55%*
------------------------------------------------------------------------------------
Average commission paid on equity security transactions                         --***
------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                  $13,846
------------------------------------------------------------------------------------
  *Annualized

 **The Fund's commencement of operations was June 3, 1996 with the investment of
its initial capital.  The Fund's registration  statement with the Securities and
Exchange Commission became effective on July 3, 1996. Financial results prior to
the  effective  date of the Fund's  registration  statement are not presented in
this  Financial  Highlights  Table. 

***The average  commission paid on equity security  transactions  for the period
ended  December 31, 1996 was less than $0.005 per share of securities  purchased
and sold.
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>

                                                                     LEXINGTON WORLDWIDE EMERGING MARKETS FUND

                                                      1996       1995       1994       1993       1992       1991       1990  
                                                      ----       ----       ----       ----       ----       ----       ----  
<S>                                                  <C>        <C>        <C>        <C>        <C>        <C>        <C>    

Net asset value, beginning of period                 $10.70     $11.47     $13.96     $ 8.66     $ 9.03     $ 8.56     $10.79 
------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
------------------------------------------------------------------------------------------------------------------------------
 Net investment income                                --          0.08      (0.01)      0.05       0.07       0.09       0.25
------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gain (loss)
  on investments                                       0.79      (0.76)     (1.92)      5.43       0.27       1.97      (1.81)
-----------------------------------------------------------------------------------------------------------------------------
Total income (loss)
 from investment operations                            0.79      (0.68)     (1.93)      5.48       0.34       2.06      (1.56)
-----------------------------------------------------------------------------------------------------------------------------
Less distributions:
 Dividends from net investment income                 --         (0.08)     --         (0.01)     (0.11)     (0.11)     (0.24)
-----------------------------------------------------------------------------------------------------------------------------
 Distributions in excess of net investment
  income (temporary book-tax difference)              --         (0.01)     --         --         --         --         --  
-----------------------------------------------------------------------------------------------------------------------------
 Distributions from capital gains                     --         --         (0.47)     (0.17)     (0.60)     (1.48)     (0.43)
-----------------------------------------------------------------------------------------------------------------------------
 Distributions in excess of capital gains
  (temporary book-tax difference)                     --        --          (0.09)    --         --         --         --    
-----------------------------------------------------------------------------------------------------------------------------
Total distributions                                   --         (0.09)     (0.56)     (0.18)     (0.71)     (1.59)     (0.67)
-----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                       $11.49     $10.70     $11.47     $13.96     $ 8.66     $ 9.03     $ 8.56 
-----------------------------------------------------------------------------------------------------------------------------
Total return                                           7.38%     (5.93%)   (13.81%)    63.37%      3.77%     24.19%    (14.44%)
-----------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
 Expenses                                              1.76%      1.88%      1.65%      1.64%      1.89%      1.97%      1.42% 
-------------------------------------------------------------------------------------------------------------------------------
 Net investment income (loss)                         (0.01)%     0.70%     (0.06)%     0.21%      0.75%      0.79%      2.52%
------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover                                    86.26%     92.85%     75.56%     38.35%     91.27%    112.03%     52.48%
-----------------------------------------------------------------------------------------------------------------------------
Average commission paid on equity security
  transactions*                                       --         --         --         --         --         --         --     
-----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)           $254,673   $265,544   $288,581   $230,473    $30,021    $25,060    $22,192 
-------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<TABLE>
<CAPTION>

                                                       1989       1988       1987       1986
                                                       ----       ----       ----       ----
<S>                                                   <C>        <C>        <C>        <C>  

Net asset value, beginning of period                  $ 8.72      $8.01     $11.80     $ 9.96
---------------------------------------------------------------------------------------------
Income (loss) from investment operations:
---------------------------------------------------------------------------------------------
 Net investment income                                  0.13       0.12       0.14       0.16
---------------------------------------------------------------------------------------------
 Net realized and unrealized gain (loss)
  on investments                                        2.32       0.71       0.12       1.88
---------------------------------------------------------------------------------------------
Total income (loss)
 from investment operations                             2.45       0.83       0.26       2.04
---------------------------------------------------------------------------------------------
Less distributions:
 Dividends from net investment income                  (0.21)     (0.12)     (0.38)     (0.20)
---------------------------------------------------------------------------------------------
 Distributions in excess of net investment
  income (temporary book-tax difference)               --         --         --         --
---------------------------------------------------------------------------------------------
 Distributions from capital gains                      (0.17)     --         (3.67)     --
---------------------------------------------------------------------------------------------
 Distributions in excess of capital gains
  (temporary book-tax difference)                     --         --         --         --
---------------------------------------------------------------------------------------------
Total distributions                                    (0.38)     (0.12)     (4.05)     (0.20)
---------------------------------------------------------------------------------------------
Net asset value, end of period                        $10.79     $ 8.72     $ 8.01     $11.80
---------------------------------------------------------------------------------------------
Total return                                           28.11%     10.36%      0.35%     20.73%
---------------------------------------------------------------------------------------------
Ratio to average net assets:
 Expenses                                               1.36%      1.33%      1.34%      1.32%
----------------------------------------------------------------------------------------------
 Net investment income (loss)                           1.18%      1.27%      1.26%      1.24%
---------------------------------------------------------------------------------------------
Portfolio turnover                                     59.07%     47.63%     83.21%     54.20%
---------------------------------------------------------------------------------------------
Average commission paid on equity security
  transactions*                                        --         --         --         --
----------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)             $29,126    $26,389    $25,579    $29,862
----------------------------------------------------------------------------------------------
</TABLE>

*The average commission paid on equity security  transactions for the year ended
December  31, 1996 is less than  $0.005 per share of  securities  purchased  and
sold. In accordance with recent  SECdisclosure  guidelines,  average commissions
are calculated for the current period and not for prior periods.

                                       12
<PAGE>

<TABLE>
<CAPTION>
                     LEXINGTON CONVERTIBLE SECURITIES FUND

                                                                            1996       1995       1994       1993       1992 
                                                                            ----       ----       ----       ----       ---- 
<S>                                                                        <C>        <C>        <C>        <C>        <C>   
Net asset value, beginning of period                                       $13.66     $11.84     $14.10     $13.80     $12.41
-----------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
    Net investment income (loss)                                             0.11       0.15       0.08        --        0.18
    Net realized and unrealized gain (loss)
              on investments                                                 0.55       2.04       0.10       0.89       1.39
-----------------------------------------------------------------------------------------------------------------------------
Total income (loss) from operations                                          0.66       2.19       0.18       0.89       1.57
-----------------------------------------------------------------------------------------------------------------------------
Less distributions:
    Dividends from net investment income                                    (0.11)     (0.15)     (0.07)       --       (0.18)
    Dividends from net realized capital gains                               (0.55)     (0.22)     (2.32)     (0.59)        --
    Distribution in excess of capital gains
      (temporary book-tax difference)                                         --         --       (0.05)       --          --
-----------------------------------------------------------------------------------------------------------------------------
Total distributions                                                         (0.66)     (0.37)     (2.44)     (0.59)     (0.18)
------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                             $13.66     $13.66     $11.84     $14.10     $13.80   
------------------------------------------------------------------------------------------------------------------------------
Total return                                                                 4.89%     18.63%      1.30%      6.53%     12.82% 
-------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:

    Expenses, before reimbursement of waiver                                 2.39%      2.52%      2.81%      2.76%      3.02% 
-------------------------------------------------------------------------------------------------------------------------------
   Expenses, net of reimbursement or waiver                                 2.39%      2.52%      2.75%      2.76%      2.32%  
-------------------------------------------------------------------------------------------------------------------------------
    Net investment income (loss), before
      reimbursement or waiver                                                0.77%      1.24%      0.50%     (0.04%)     0.70% 
-------------------------------------------------------------------------------------------------------------------------------
    Net investment income                                                    0.77%      1.24%      0.56%     (0.04%)     1.40%  
-------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover                                                          18.45%     11.23%     38.14%      6.53%     12.58% 
-------------------------------------------------------------------------------------------------------------------------------
Average commission paid on equity security transactions*                     0.04      --         --         --         --       
-------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                   $11,208     $11,641     $8,117     $8,319    $7,180
-------------------------------------------------------------------------------------------------------------------------------


                                                                             1991       1990       1989       1988
                                                                             ----       ----       ----       ----
<S>                                                                         <C>        <C>        <C>        <C>  
Net asset value, beginning of period                                        $ 8.74     $ 9.55     $ 9.51     $ 9.35
-------------------------------------------------------------------------------------------------------------------
Income from investment operations:
    Net investment income (loss)                                              0.22       0.50       0.64       0.42
    Net realized and unrealized gain (loss)
              on investments                                                  3.68      (0.81)      0.04       0.19
-------------------------------------------------------------------------------------------------------------------
Total income (loss) from operations                                           3.90      (0.31)      0.68       0.61
-------------------------------------------------------------------------------------------------------------------
Less distributions:
    Dividends from net investment income                                     (0.23)     (0.50)     (0.64)     (0.42)
    Dividends from net realized capital gains                                   --         --        --       (0.03)
    Distribution in excess of capital gains
      (temporary book-tax difference)                                           --         --        --         --
-------------------------------------------------------------------------------------------------------------------
Total distributions                                                          (0.23)     (0.50)     (0.64)     (0.45)
-------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                              $12.41      $8.74      $9.55      $9.51
-------------------------------------------------------------------------------------------------------------------
Total return                                                                 45.06%     (3.39%)     7.16%      6.96%
--------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:

    Expenses, before reimbursement of waiver                                  3.42%      4.51%      2.64%      4.12%
--------------------------------------------------------------------------------------------------------------------
   Expenses, net of reimbursement or waiver                                   2.50%      2.68%      2.13%      2.00%
--------------------------------------------------------------------------------------------------------------------
    Net investment income (loss), before
      reimbursement or waiver                                                 1.14%      3.09%      5.74%      3.43%
--------------------------------------------------------------------------------------------------------------------
    Net investment income                                                     2.06%      4.92%      6.25%      5.55%
--------------------------------------------------------------------------------------------------------------------
Portfolio turnover                                                           29.46%     25.58%     34.23%     39.70%
--------------------------------------------------------------------------------------------------------------------
Average commission paid on equity security transactions*                     --         --         --         --
--------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                    $6,599     $4,744     $5,986     $6,930
--------------------------------------------------------------------------------------------------------------------

*In accordance with recent SEC disclosure  guidelines, the average commission is
calculated for the current period, but not for prior periods.


                                       13
<PAGE>

                        LEXINGTON GROWTH AND INCOME FUND

                                                                 1996       1995       1994       1993       1992       1991 
                                                                 ----       ----       ----       ----       ----       ---- 
<S>                                                             <C>        <C>        <C>        <C>        <C>        <C>       
Net asset value, beginning of period                            $15.71     $14.36     $16.16     $16.25     $16.39     $14.24 
Income from investment operations:
    Net investment income                                         0.07       0.22       0.17       0.21       0.23       0.35 
    Net realized and unrealized gain (loss)
      on investments                                              4.08       3.00      (0.68)      1.94       1.79       3.17 
-----------------------------------------------------------------------------------------------------------------------------
Total income (loss)
    from investment operations                                    4.15       3.22      (0.51)      2.15       2.02       3.52 
-----------------------------------------------------------------------------------------------------------------------------
Less distributions:

    Dividends from net investment income                         (0.13)     (0.22)     (0.16)     (0.21)     (0.32)     (0.35)
    Distributions from net realized capital gains                (1.17)     (1.65)     (0.91)     (2.03)     (1.84)     (1.02)
    Distributions in excess of net realized
      gains (temporary book-tax difference)                         --       --        (0.22)       --        --          --   
-----------------------------------------------------------------------------------------------------------------------------
Total distributions                                              (1.30)     (1.87)     (1.29)     (2.24)     (2.16)     (1.37)
-----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                  $18.56     $15.71     $14.36     $16.16     $16.25     $16.39
-----------------------------------------------------------------------------------------------------------------------------
Total return                                                     26.46%     22.57%     (3.11%)    13.22%     12.36%     24.87%
-----------------------------------------------------------------------------------------------------------------------------
Ratios to average net asset of:
-----------------------------------------------------------------------------------------------------------------------------
   Expenses                                                      1.13%      1.09%      1.15%      1.29%      1.20%      1.13%  
-----------------------------------------------------------------------------------------------------------------------------
 Net investment income                                            0.43%      1.38%      1.06%      1.20%      2.57%      2.19%   
-----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover                                              101.12%    159.94%     63.04%     93.90%     88.13%     80.33% 
-----------------------------------------------------------------------------------------------------------------------------
Average commissions paid on equity security transactions*        $0.07      --         --         --         --         --       
-----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                     $200,309   $138,901    $124,289   $134,508   $126,241  $121,263
-----------------------------------------------------------------------------------------------------------------------------


                                                                   1990       1989       1988       1987
                                                                   ----       ----       ----       ----
<S>                                                               <C>        <C>        <C>        <C>
Net asset value, beginning of period                              $16.19     $14.39     $13.58     $19.16
Income from investment operations:
    Net investment income                                           0.60       0.50       0.46       0.43
    Net realized and unrealized gain (loss)
      on investments                                               (2.25)      3.44       0.80       0.02
---------------------------------------------------------------------------------------------------------
Total income (loss)
    from investment operations                                     (1.65)      3.94       1.26       0.45
---------------------------------------------------------------------------------------------------------
Less distributions:

    Dividends from net investment income                           (0.30)     (0.60)     (0.45)     (0.51)
    Distributions from net realized capital gains                     --      (1.54)       --       (5.52)
    Distributions in excess of net realized
      gains (temporary book-tax difference)                          --         --        --         --
---------------------------------------------------------------------------------------------------------
Total distributions                                                (0.30)     (2.14)     (0.45)     (6.03)
---------------------------------------------------------------------------------------------------------
Net asset value, end of period                                    $14.24     $16.19     $14.39     $13.58
---------------------------------------------------------------------------------------------------------
Total return                                                      (10.27%)    27.56%      9.38%      0.15%
---------------------------------------------------------------------------------------------------------
Ratios to average net asset of:
---------------------------------------------------------------------------------------------------------
    Expenses                                                        1.04%      1.02%      1.10%      0.96%
---------------------------------------------------------------------------------------------------------
 Net investment income                                              3.91%      2.82%      3.20%      2.37%
---------------------------------------------------------------------------------------------------------
Portfolio turnover                                                 67.39%     64.00%     81.10%     95.28%
---------------------------------------------------------------------------------------------------------
Average commissions paid on equity security transactions*          --         --         --         --
---------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                       $104,664   $128,329   $111,117   $112,780
---------------------------------------------------------------------------------------------------------

*In accordance with recent SECdisclosure  guidelines,  the average commission is
calculated for the current period, but not for prior periods.

                                       14
<PAGE>

                          LEXINGTON SMALLCAP VALUE FUND
   
                                                                               JANUARY 2, 1996
                                                                        (COMMENCEMENT OF OPERATIONS)
                                                                              DECEMBER 31, 1996
                                                                         ---------------------------
Net asset value, beginning of period                                                 $ 10.00
Income (loss) from investment operations:
    Net investment income (loss)                                                       (0.18)
    Net realized and unrealized gain (loss) on investments                              1.94
----------------------------------------------------------------------------------------------------
Total income (loss) from investment operations                                          1.76
----------------------------------------------------------------------------------------------------
Less distributions:
    Distributions from net realized capital gains                                      (0.03)
----------------------------------------------------------------------------------------------------
Net asset value, end of period                                                        $11.73
----------------------------------------------------------------------------------------------------
Total return                                                                          17.50%
----------------------------------------------------------------------------------------------------
Ratios to average net asset of:
----------------------------------------------------------------------------------------------------
    Expenses, before reimbursement or waiver                                           3.04%
----------------------------------------------------------------------------------------------------
    Expenses, net of reimbursement or waiver                                           2.48%
----------------------------------------------------------------------------------------------------
    Net investment loss, before reimbursement or waiver                               (2.34)%
----------------------------------------------------------------------------------------------------
    Net investment loss                                                               (1.78)%
----------------------------------------------------------------------------------------------------
Portfolio turnover                                                                    60.92%
----------------------------------------------------------------------------------------------------
Average commissions paid on equity security transactions                               0.03
----------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                            $8,061
----------------------------------------------------------------------------------------------------
*Annualized
    

                                       15
<PAGE>

                               LEXINGTON GOLDFUND

   
                                                                 1996       1995       1994       1993       1992       1991  
                                                                 ----       ----       ----       ----       ----       ----  
<S>                                                              <C>       <C>        <C>        <C>        <C>        <C>     
Net asset value, beginning of period                             $6.24     $ 6.37     $ 6.90     $ 3.70     $ 4.68     $ 5.03
-----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
    Net investment income                                         0.02        --        0.03       0.01       0.02       0.04
    Net realized and unrealized gain (loss)
      on investments                                              0.50      (0.12)     (0.53)      3.21      (0.98)     (0.35)
------------------------------------------------------------------------------------------------------------------------------
Total income (loss)
    from investment operations                                    0.52      (0.12)     (0.50)      3.22      (0.96)     (0.31) 
------------------------------------------------------------------------------------------------------------------------------
Less distributions:
    Dividends from net investment income                         (0.79)     (0.01)     (0.03)     (0.02)     (0.02)     (0.04)
    Distributions from net realized capital gains                   --       --         --       --           --          --  
------------------------------------------------------------------------------------------------------------------------------
Total distributions                                              (0.79)     (0.01)     (0.03)     (0.02)     (0.02)     (0.04)
------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                  $ 5.97     $ 6.24     $ 6.37     $ 6.90     $ 3.70     $ 4.68 
------------------------------------------------------------------------------------------------------------------------------
Total return                                                      7.84%     (1.89%)    (7.28%)    89.96%    (20.51%)    (6.14%)
-------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
-------------------------------------------------------------------------------------------------------------------------------
    Expenses                                                      1.60%      1.70%      1.54%      1.63%      1.69%      1.43% 
-------------------------------------------------------------------------------------------------------------------------------
    Net investment income (loss)                                 (0.32)%     0.07%      0.50%      0.25%      0.58%      0.81% 
-------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover                                               31.04%     40.41%     23.77%     28.41%     13.18%     22.14% 
-------------------------------------------------------------------------------------------------------------------------------
Average commission paid on equity security transactions*           .02      --         --         --         --         --     
------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                       $109,287   $135,779    $159,435   $159,479    $71,856   $96,3164
--------------------------------------------------------------------------------------------------------------------------------
    


                                                                   1990       1989       1988       1987
                                                                   ----       ----       ----       ----
<S>                                                               <C>        <C>        <C>        <C>   
Net asset value, beginning of period                              $ 6.39     $ 5.21     $ 6.20     $ 4.49
----------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
    Net investment income                                           0.04       0.05       0.04       0.01
    Net realized and unrealized gain (loss)
      on investments                                               (1.36)      1.18      (0.98)      2.07
----------------------------------------------------------------------------------------------------------
Total income (loss)
    from investment operations                                     (1.32)      1.23      (0.94)      2.08
----------------------------------------------------------------------------------------------------------
Less distributions:
    Dividends from net investment income                           (0.04)     (0.05)     (0.05)     (0.05)
    Distributions from net realized capital gains                    --         --        --        (0.32)
----------------------------------------------------------------------------------------------------------
Total distributions                                                (0.04)     (0.05)     (0.05)     (0.37)
----------------------------------------------------------------------------------------------------------
Net asset value, end of period                                    $ 5.03     $ 6.39     $ 5.21     $ 6.20
----------------------------------------------------------------------------------------------------------
Total return                                                      (20.35%)    23.62%    (15.18%)    46.56%
----------------------------------------------------------------------------------------------------------
Ratios to average net assets:
----------------------------------------------------------------------------------------------------------
    Expenses                                                        1.36%      1.42%      1.61%      1.29%
----------------------------------------------------------------------------------------------------------
    Net investment income (loss)                                    0.69%      1.14%      0.78%      0.57%
----------------------------------------------------------------------------------------------------------
Portfolio turnover                                                 12.43%     15.98%     20.45%     13.78%
----------------------------------------------------------------------------------------------------------
Average commission paid on equity security transactions*           --         --         --         --
----------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                        $106,074   $154,484    $92,782   $104,842
----------------------------------------------------------------------------------------------------------
*In accordance with recent SEC disclosure  guidelines, the average commission is
calculated for the current period, but not for prior periods.

                                       16
<PAGE>


                           LEXINGTON GNMA INCOME FUND

                                                                 1996       1995       1994       1993       1992       1991  
                                                                 ----       ----       ----       ----       ----       ----  
<S>                                                              <C>        <C>        <C>        <C>        <C>        <C>    
Net asset value, beginning of period                             $8.19      $7.60      $8.32      $8.26      $8.45      $7.90 
------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
    Net investment income                                         0.53       0.58       0.55       0.59       0.61       0.64 
    Net realized and unrealized gain (loss)
      on investments                                             (0.08)      0.59      (0.72)      0.06      (0.19)      0.55
-----------------------------------------------------------------------------------------------------------------------------
Total income (loss)
    from investment operations                                    0.45       1.17      (0.17)      0.65       0.42       1.19 
Less distributions:
    Dividends from net investment income                         (0.52)     (0.58)    (0.55)      (0.59)     (0.61)     (0.64)
------------------------------------------------------------------------------------------------------------------------------
    Distributions from net realized capital gains                   --       --          --      --           --          --  
------------------------------------------------------------------------------------------------------------------------------
    Total distributions                                          (0.52)     (0.58)     (0.55)     (0.59)     (0.61)     (0.64)
------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                   $8.12      $8.19      $7.60      $8.32      $8.26      $8.45 
------------------------------------------------------------------------------------------------------------------------------
Total return                                                      5.71%     15.91%     (2.07%)     8.06%      5.19%     15.75%  
------------------------------------------------------------------------------------------------------------------------------
Ratios to average net asset of:
------------------------------------------------------------------------------------------------------------------------------
    Expenses                                                      1.05%      1.01%      0.98%      1.02%      1.01%      1.02%  
------------------------------------------------------------------------------------------------------------------------------
    Net investment income                                         6.56%      7.10%      6.90%      6.96%      7.31%      7.97% 
-------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover                                              128.76%     30.69%     37.15%     52.34%    180.11%    138.71% 
--------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                       $133,777   $130,681    $132,108   $149,961   $132,048  $122,191
--------------------------------------------------------------------------------------------------------------------------------


   
                                                                 1990       1989       1988       1987
                                                                 ----       ----       ----       ----
<S>                                                              <C>        <C>        <C>        <C>  
Net asset value, beginning of period                             $7.88      $7.45      $7.58      $8.22
--------------------------------------------------------------------------------------------------------
Income from investment operations:
    Net investment income                                         0.65       0.69       0.64       0.71
    Net realized and unrealized gain (loss)
      on investments                                              0.03       0.42      (0.13)     (0.59)
--------------------------------------------------------------------------------------------------------
Total income (loss)
    from investment operations                                    0.68       1.11       0.51       0.12
Less distributions:
    Dividends from net investment income                         (0.66)     (0.68)    (0.61)      (0.76)
--------------------------------------------------------------------------------------------------------
    Distributions from net realized capital gains                 --         --       (0.03)      --
--------------------------------------------------------------------------------------------------------
    Total distributions                                          (0.66)     (0.68)     (0.64)     (0.76)
--------------------------------------------------------------------------------------------------------
Net asset value, end of period                                   $7.90      $7.88      $7.45      $7.58
--------------------------------------------------------------------------------------------------------
Total return                                                      9.23%     15.60%      6.90%      1.62%
--------------------------------------------------------------------------------------------------------
Ratios to average net asset of:
--------------------------------------------------------------------------------------------------------
    Expenses                                                      1.04%      1.03%      1.07%      0.98%
--------------------------------------------------------------------------------------------------------
    Net investment income                                         8.43%      8.88%      8.31%      8.49%
--------------------------------------------------------------------------------------------------------
Portfolio turnover                                              112.55%    102.66%    233.48%     89.40%
--------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                        $98,011    $96,465    $97,185   $109,793
--------------------------------------------------------------------------------------------------------
    

                                       17
<PAGE>

                          LEXINGTON MONEY MARKET TRUST

                                                                 1996       1995       1994       1993       1992       1991    
                                                                 ----       ----       ----       ----       ----       ----    
<S>                                                             <C>        <C>        <C>        <C>        <C>        <C>       
Net asset value, beginning of period                            $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00   
--------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
    Net investment income                                         0.0441     0.0495     0.0330     0.0230     0.0299     0.0532 
--------------------------------------------------------------------------------------------------------------------------------
Less distributions:
    Dividends from net investment income                         (0.0441)   (0.0495)   (0.0330)   (0.0230)   (0.0299)   (0.0532)
--------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00   
--------------------------------------------------------------------------------------------------------------------------------
Total return                                                      4.50%      5.06%      3.35%      2.32%      3.03%      5.45%  
--------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
--------------------------------------------------------------------------------------------------------------------------------
    Expenses, before reimbursement                                1.04%      1.08%      1.02%      1.00%      1.03%      1.02%  
--------------------------------------------------------------------------------------------------------------------------------
    Expenses, net of reimbursement                                1.00%      1.00%      1.00%      1.00%      1.00%      1.00%  
--------------------------------------------------------------------------------------------------------------------------------
    Net investment income, before
      reimbursement                                               4.37%      4.87%      3.30%      2.30%      2.99%      5.35%  
--------------------------------------------------------------------------------------------------------------------------------
    Net investment income, net of
      reimbursement                                               4.41%      4.95%      3.32%      2.30%      3.02%      5.37%  
--------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                        $97,526    $88,786    $111,805    $94,718   $111,453  $143,137 
--------------------------------------------------------------------------------------------------------------------------------


                                                                   1990       1989       1988       1987
                                                                   ----       ----       ----       ----
<S>                                                               <C>        <C>        <C>        <C>   
Net asset value, beginning of period                              $ 1.00     $ 1.00     $ 1.00     $ 1.00
----------------------------------------------------------------------------------------------------------
Income from investment operations:
    Net investment income                                           0.0732     0.0828     0.0678     0.0610
-----------------------------------------------------------------------------------------------------------
Less distributions:
    Dividends from net investment income                           (0.0732)   (0.0828)   (0.0678)   (0.0610)
----------------------------------------------------------------------------------------------------------
Net asset value, end of period                                    $ 1.00     $ 1.00     $ 1.00     $ 1.00
-----------------------------------------------------------------------------------------------------------
Total return                                                        7.56%      8.60%      7.00%      6.29%
-----------------------------------------------------------------------------------------------------------
Ratio to average net assets:
-----------------------------------------------------------------------------------------------------------
    Expenses, before reimbursement                                  0.97%      0.99%      0.97%      0.80%
-----------------------------------------------------------------------------------------------------------
    Expenses, net of reimbursement                                  0.97%      0.99%      0.97%      0.80%
-----------------------------------------------------------------------------------------------------------
    Net investment income, before
      reimbursement                                                 7.32%      8.29%      6.74%      6.13%
-----------------------------------------------------------------------------------------------------------
    Net investment income, net of
      reimbursement                                                 7.32%      8.29%      6.74%      6.13%
-----------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                         $176,127   $182,703   $192,079   $212,487
-----------------------------------------------------------------------------------------------------------
</TABLE>

                                       18
<PAGE>

THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES
   
The  investment  objective  and  general  investment  policies  of each Fund are
described  below.  Specific  portfolio  securities  that may be purchased by the
Funds are described in  "Portfolio  Securities"  beginning on page 28.  Specific
investment  practices  that may be employed by the Funds are described in "Other
Investment  Practices"  beginning  on page 32.  Certain  risks  associated  with
investments  in the Funds are  described  in those  sections as well as in "Risk
Considerations"  beginning on page 34.  CERTAIN TERMS USED IN THE PROSPECTUS ARE
DEFINED IN THE GLOSSARY  BEGINNING ON PAGE 66.

SUMMARY COMPARISON OF FUNDS
Under normal market conditions, the Funds will invest their assets as follows:

<TABLE>
<CAPTION>
                                                                                                TYPICAL MARKET
                                             ANTICIPATED   ANTICIPATED                          CAPITALIZATION
                                                EQUITY       DEBT                                OF PORTFOLIO
            FUND NAME                          EXPOSURE    EXPOSURE           FOCUS                COMPANIES
==============================================================================================================
            <S>                                   <C>         <C>      <C>                      <C>
INTERNATIONAL FUNDS
            Lexington Crosby                      100%        0%       Asia Small-Cap           Less than
            Small Cap Asia                                                                      $1 billion
            Growth Fund
--------------------------------------------------------------------------------------------------------------
            Lexington                             100%        0%       Foreign Growth           Any size
            International Fund
--------------------------------------------------------------------------------------------------------------
            Lexington Ramirez                      0%        100%      Global Income            Any size
            Global Income Fund
--------------------------------------------------------------------------------------------------------------
            Lexington Troika                       85%        15%      Russian Growth           Any size
            Dialog Russia Fund
--------------------------------------------------------------------------------------------------------------
            Lexington Worldwide                   100%        0%       Foreign Emerging         Any size
            Emerging Markets                                           Growth
            Fund
==============================================================================================================
DOMESTIC EQUITY FUNDS
            Lexington Convertible                 0-35%     65-100%    Convertible              Any size
            Securities Fund                                            Securities
--------------------------------------------------------------------------------------------------------------
            Lexington Growth                      100%        0%       Capital Appreciation     Any size
            and Income Fund                                            and Income
            Lexington SmallCap                    100%        0%       U.S. Small-Cap           Between
            Value Fund                                                                          $20 million
                                                                                                and $1 billion
==============================================================================================================
PRECIOUS METALS
            Lexington Goldfund                    100%        0%       Gold and Gold            Any size
                                                                       Companies
==============================================================================================================
DOMESTIC FIXED-INCOME FUNDS
            Lexington GNMA                         0%        100%      Income                   N/A
            Income Fund
==============================================================================================================
MONEY MARKET FUNDS
            Lexington Money                        0%        100%      Income                   N/A
            Market Trust
==============================================================================================================
</TABLE>
See each Fund's  investment  objective and policies on the following  pages, and
the section titled "Portfolio Securities" for more information.
    

                                       19
<PAGE>


LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.

      The  investment  objective of the  Lexington  Crosby Small Cap Asia Growth
Fund is long-term capital  appreciation  through investment in common stocks and
equivalents   of   companies   domiciled  in  the  Asia  Region  with  a  market
capitalization of less than $1 billion.

   
      The Lexington Crosby Small Cap Asia Growth Fund will invest principally in
companies listed on stock exchanges in the Asia Region consisting of Bangladesh,
China, Hong Kong, India, Indonesia, Korea, Malaysia,  Pakistan, The Philippines,
Singapore,  Sri Lanka, Taiwan,  Thailand,  and Vietnam ("the Asia Region").  The
Lexington  Crosby  Small Cap Asia  Growth  Fund will  invest at least 65% of its
total assets in securities of companies (1) that are organized under the laws of
the above countries, (2) whose principal securities trading market is located in
those  countries,  and (3) that derive at least 50% of their revenues or profits
from those  countries.  The  Lexington  Crosby  Small Cap Asia  Growth Fund also
intends  to invest in  Australia  and New  Zealand.  The Fund does not intend to
invest in Japan. The Lexington Crosby Small Cap Asia Growth Fund may also invest
in unlisted  securities.  Under normal market  conditions,  the Lexington Crosby
Small Cap Asia Growth Fund will invest  substantially all of its assets in three
or more countries in the Asia Region.

      The  Lexington  Crosby Small Cap Asia Growth Fund will invest at least 65%
of its total  assets in growth  companies  in the Asia Region  which have market
capitalizations  of less than $1 billion.  Approximately  13,000  companies  are
listed on recognized  exchanges in the Asia Region.  Approximately 300 companies
in the Asia Region are  capitalized  over $1 billion.  These  companies form the
principal components of their respective market indices and consequently attract
the majority of foreign investment in the region. Approximately 3,000 companies,
which are considered small capitalization  companies,  will be the primary focus
for the  Lexington  Crosby  Small  Cap Asia  Growth  Fund's  investments.  These
companies  are  frequently   under-researched  by  international  investors  and
undervalued by their markets.  The companies in which the Lexington Crosby Small
Cap Asia  Growth  Fund  intends  to invest  will  generally  have the  following
characteristics:  a market  capitalization  of less than $1 billion;  are within
industry sectors with  particularly  strong growth  prospects;  part of a strong
growth  industry;   proven  management;   under-researched   by  the  investment
community; and undervalued.
    

      The  Lexington  Crosby  Small  Cap Asia  Growth  Fund  intends  to  select
securities which can have enhanced growth  prospects and may provide  investment
returns  superior  to the Asian  market as a whole.  The  market  value of small
capitalization  companies in the Asia Region  tends to be  volatile,  and in the

                                       20
<PAGE>

past has offered  greater  potential for gain as well as loss than securities of
companies traded in developed  countries.  It is possible that certain Lexington
Crosby  Small Cap Asia  Growth  Fund  investments  could be  subject  to foreign
expropriation or exchange control restrictions. See "Risk Considerations."

      The Lexington Crosby Small Cap Asia Growth Fund may invest in all types of
common stocks and equivalents (the following constitute equivalents: convertible
debt  securities,  warrants and options).  The  Lexington  Crosby Small Cap Asia
Growth  Fund  may  also  invest  in  preferred  stocks,  bonds  and  other  debt
obligations  and money market  instruments,  including  cash and cash  deposits,
which will be denominated in U.S. Dollars or currencies related thereto.

                        -------------------------------

   
LEXINGTON INTERNATIONAL FUND, INC.

      The investment  objective of the Lexington  International  Fund is to seek
long-term growth of capital through  investment in common stocks and equivalents
of companies  domiciled in foreign countries.  The Lexington  International Fund
will  invest  at  least  65% of its  total  assets  in at  least  three  foreign
countries.  The  Lexington  International  Fund will invest  primarily in common
stocks and common  stock  equivalents.  The  following  constitute  common stock
equivalents:  convertible debt securities,  warrants and options.  The Lexington
International  Fund may also invest in  preferred  stocks,  bonds and other debt
obligations,   including  money  market  instruments  of  foreign  and  domestic
companies  and  foreign  and  domestic  government  securities.   The  Lexington
International  Fund is not required to maintain  any  particular  geographic  or
currency  mix  of its  investments.  The  Lexington  International  Fund  is not
required  to  maintain  any  particular  proportion  of  stocks,  bonds or other
securities in its portfolio.
    

      The  Lexington  International  Fund may invest  primarily  in foreign debt
securities  when  it  appears  that  the  capital  appreciation  available  from
investments  in such  securities  will equal or exceed the capital  appreciation
available  from  investments  in equity  securities.  The  market  value of debt
securities varies inversely to changes in prevailing  interest rates.  Investing
in debt  obligations  may provide an opportunity for capital  appreciation  when
interest rates are expected to decline.  The Lexington  International  Fund will
invest in investment grade  obligations and non-rated  obligations of comparable
quality.

   
      The Lexington  International Fund may invest in securities of companies in
the following  regions and the  governments of those  regions:  the Asia Region,
including Japan;  Africa;  North America;  Europe; Latin America; and such other
areas  and  countries  as the  Manager  may  determine  from  time to time.  The

                                       21
<PAGE>

Lexington  International  Fund may invest in  companies  located  in  developing
countries without limitation.  Developing countries may have relatively unstable
governments,  economies based on only a few industries,  and securities  markets
which trade a small number of companies.  Prices on these  exchanges  tend to be
volatile and in the past these  exchanges  have offered  greater  potential  for
gain,  as well as  loss,  than  exchanges  in  developed  countries.  While  the
Lexington  International  Fund invests  only in  countries  that it considers as
having  relatively  stable and friendly  governments it is possible that certain
Lexington   International   Fund   investments   could  be  subject  to  foreign
expropriation or exchange control restrictions. See "Risk Considerations."
    

                    ----------------------------------------

LEXINGTON RAMIREZ GLOBAL INCOME FUND

      The investment objective of the Lexington Ramirez Global Income Fund is to
seek high current income.  Capital  appreciation is a secondary  objective.  The
Lexington  Ramirez  Global  Income  Fund  invests  primarily  in lower rated and
unrated  foreign debt  securities  whose credit quality is generally  considered
equal to U.S.  corporate debt  securities  known as "junk bonds." Junk bonds and
similarly  rated foreign debt  securities  involve a high degree of risk and are
predominantly speculative. See "Portfolio Securities" and "Risk Considerations."

   
      The Lexington Ramirez Global Income Fund, under normal conditions, invests
substantially  all of its  assets  in debt  securities  of  domestic  companies,
companies of developed foreign  countries,  companies in emerging  markets,  and
debt securities issued by the U.S. and foreign governments.  The debt securities
in which the  Lexington  Ramirez  Global  Income Fund invests  consist of bonds,
notes,  debentures and other similar  instruments.  The Lexington Ramirez Global
Income Fund may invest in debt  securities  issued by  government  agencies  and
instrumentalities, central banks, commercial banks and other corporate entities.
The  Lexington  Ramirez  Global  Income  Fund may invest up to 100% of its total
assets in domestic and foreign debt securities  that are rated below  investment
grade.  The Lexington  Ramirez  Global Income Fund may also invest in securities
that are in default as to payment of principal  and/or  interest,  and bank loan
participations and assignments.
    

      The Lexington Ramirez Global Income Fund's investments in emerging markets
will primarily  consist of the  following:  foreign "junk bonds," "Brady Bonds,"
and  sovereign  debt  securities  issued by  emerging  market  governments.  The
Lexington  Ramirez Global Income Fund may invest in debt  securities of emerging
market issuers  without regard to ratings.  Many emerging market debt securities
are not rated by United States rating  agencies.  The Lexington  Ramirez  Global

                                       22
<PAGE>

Income  Fund's  ability  to  achieve  its  investment  objectives  is thus  more
dependent  on the  Manager's  credit  analysis  than  would  be the  case if the
Lexington  Ramirez  Global Income Fund were to invest in higher  quality  bonds.
Currently,  most emerging market debt securities are considered to have a credit
quality below investment grade.

                         -----------------------------

LEXINGTON TROIKA DIALOG RUSSIA FUND, INC.

   
      The investment  objective of the Lexington Troika Dialog Russia Fund is to
seek long-term capital  appreciation  through investment primarily in the equity
securities of Russian Companies.  Under normal conditions,  the Lexington Troika
Dialog  Russia Fund seeks to achieve its  objective by investing at least 65% of
its total assets in the securities of Russian Companies. The securities in which
the Lexington  Troika Dialog Russia Fund may invest are common stock,  preferred
stock,  convertible preferred stock, bonds, notes or debentures convertible into
common or  preferred  stock,  direct  investments  in Russian  Companies,  stock
purchase  warrants  or  rights,  and  American  Depository  Receipts  or  Global
Depository  Receipts.  The  Lexington  Troika  Dialog Russia Fund may invest the
remaining  35%  of its  total  assets  in  debt  securities  issued  by  Russian
Companies,  debt securities issued or guaranteed by the Russian  Government or a
Russian governmental entity, debt securities of corporate and government issuers
outside  Russia,  equity  securities  of issuers  outside  Russia which the Fund
believes will experience growth in revenue and profits from participation in the
development  of the economies of the  Commonwealth  of Independent  States,  and
Short-Term and Medium-Term Debt Securities.
    

      The  Lexington  Troika  Dialog Russia Fund intends to invest its assets in
Russian Companies in a broad array of industries,  including the following:  oil
and gas, energy generation and distribution, communications, mineral extraction,
trade,  financial and business  services,  transportation,  manufacturing,  real
estate, textiles, food processing and construction.  The Lexington Troika Dialog
Russia Fund is not  permitted  to invest more than 25% of the value of its total
assets in any one industry.  It may, however,  invest an unrestricted  amount of
its assets in the oil and gas  industry.  The  Lexington  Troika  Dialog  Russia
Fund's  investments  will include  investments  in Russian  Companies  that have
characteristics  and  business  relationships  common to  companies  outside  of
Russia. As a result, outside economic forces may cause fluctuations in the value
of securities held by the Lexington Troika Dialog Russia Fund.

   
     Under current  conditions,  the Lexington Troika Dialog Russia Fund expects
to invest at least 15% of its total  assets in very  liquid  assets to  maintain
liquidity and provide stability. As the Russian equity markets develop, however,
    

                                       23
<PAGE>

   
and the liquidity of Russian securities becomes less of a concern, the Lexington
Troika  Dialog  Russia  Fund will invest a greater  percentage  of its assets in
Russian equity securities.
    

                        -------------------------------

LEXINGTON WORLDWIDE EMERGING MARKETS FUND, INC.

   
      The investment  objective of the Lexington Worldwide Emerging Markets Fund
is to seek long-term growth of capital  primarily  through  investment in equity
securities  and  equivalents  of companies  domiciled in, or doing  business in,
emerging countries and emerging markets. Under normal conditions,  the Lexington
Worldwide  Emerging  Markets Fund seeks to achieve its objective by investing at
least 65% of its total  assets  in the  equity  securities  and  equivalents  of
emerging market  companies.  Under normal  conditions,  the Lexington  Worldwide
Emerging Markets Fund invests in emerging country and emerging market securities
of at least three countries  outside of the United States. In the opinion of the
Manager,  emerging  market  countries  include,  but are  not  limited  to,  the
following: Algeria, Argentina,  Bahrain, Bangladesh,  Bolivia, Botswana, Brazil,
Chile, China, Colombia, Costa Rica, Cyprus, Czech Republic,  Dominican Republic,
Ecuador,  Egypt Estonia,  Finland,  Ghana,  Greece, Hong Kong,  Hungary,  India,
Indonesia,  Israel, Ivory Coast,  Jamaica,  Jordan,  Kenya,  Lebanon,  Malaysia,
Mauritius, Mexico, Morocco, Namibia, Nicaragua, Nigeria, Oman, Pakistan, Panama,
Peru, Philippines,  Poland, Portugal, Russia, Singapore, Slovakia, South Africa,
South Korea, Sri Lanka Swaziland,  Taiwan, Thailand, Trinidad & Tobago, Tunisia,
Turkey, Uruguay,  Venezuela,  Zambia, Zimbabwe. The Lexington Worldwide Emerging
Markets Fund may also invest in equity  securities and  equivalents of companies
that derive 50% or more of their  total  revenue  from either  goods or services
produced in emerging market countries or sales made in those countries.
    

     The Lexington  Worldwide  Emerging  Markets Fund's  investments in emerging
country  equity  securities  are  not  subject  to any  maximum  limit,  and the
Lexington Worldwide Emerging Markets Fund intends to invest substantially all of
its assets in emerging  country  and  emerging  market  equity  securities.  The
Lexington  Worldwide  Emerging  Markets Fund may invest the remaining 35% of its
total  assets in equity  securities  without  regard to whether  they qualify as
emerging  country  or  emerging  market  equity   securities,   debt  securities
denominated in the currency of an emerging  market or issued or guaranteed by an
emerging market company or the government of an emerging country, and Short-Term
and Medium-Term Debt Securities.

                      ------------------------------------

LEXINGTON CONVERTIBLE SECURITIES FUND

      The investment objective of the Lexington  Convertible  Securities Fund is
total  return  which it seeks to  achieve  by  providing  capital  appreciation,
current  income  and   conservation  of  shareholders   capital.   Under  normal

                                       24
<PAGE>

conditions,  the  Lexington  Convertible  Securities  Fund seeks to achieve  its
objective  by  investing  at least  65% of its total  assets in debt  securities
convertible  into  shares  of  common  stock  ("convertible  securities").   The
Lexington   Convertible   Securities  Fund  may  invest  without  limitation  in
high-yield  debt  securities  rated  below  investment  grade.  Such lower rated
securities  are commonly  referred to as "junk bonds." Junk bonds are considered
speculative  and pose a greater  risk of loss of  principal  and  interest  than
investment   grade   securities.    See   "Portfolio   Securities"   and   "Risk
Considerations."   Common  stock   received  upon  the  conversion  or  sale  of
convertible  securities held by the Lexington  Convertible  Securities Fund will
either  continue to be held by the Lexington  Convertible  Securities Fund or be
sold.

      The convertible  securities held by the Lexington  Convertible  Securities
Fund may consist of securities  rated in the six highest rating  categories by a
major rating service and non-rated debt  securities.  The Lexington  Convertible
Securities  Fund will not invest in any security which has been rated lower than
"B" by S&P or  Moody's,  which are both  major  rating  services,  or  non-rated
securities of comparable quality.

   
     The remaining  assets of the Lexington  Convertible  Securities Fund may be
invested  in  securities  other  than  convertible  securities.   The  Lexington
Convertible  Securities  Fund may invest in  dividend  and  non-dividend  paying
non-convertible  common stocks,  corporate  bonds,  covered call options and put
options, stock index options, U.S. Government securities,  repurchase agreements
and money market securities.
    

                             ---------------------

LEXINGTON GROWTH AND INCOME FUND, INC.

   
      The Lexington Growth and Income Fund's principal  investment  objective is
long term capital appreciation.  Income is a secondary objective. The Fund seeks
to achieve its objective over the long term through  investment in the stocks of
large, ably managed and well financed companies. Generally, the Lexington Growth
and Income Fund invests its assets in publicly  traded  common stocks and senior
securities convertible into common stocks of domestic and foreign companies.
    

                              --------------------

LEXINGTON SMALLCAP VALUE FUND, INC.

   
     The  investment  objective of the Lexington  SmallCap Value Fund is to seek
long term capital appreciation.  Under normal conditions, the Lexington SmallCap
Value Fund seeks its objective by investing in common stocks and  equivalents of
domestic companies with a market  capitalization under $1 billion.  Warrants and
convertible debt securities are common stock  equivalents in which the Lexington
SmallCap Value Fund may invest. The Lexington SmallCap Value Fund will invest at

                                       25
<PAGE>

least 90% of its assets in domestic companies which have market  capitalizations
between $20 million and $1 billion at the time of  investment.  The remainder of
its  assets  may  be   invested  in   securities   of   companies   with  market
capitalizations  below $20 million,  above $1 billion,  foreign  companies  with
dollar  denominated  shares  traded in the United  States,  American  Depository
Shares or Receipts, real estate investment trusts, and cash.

      The Lexington  SmallCap Value Fund will invest it assets  primarily in the
equity  securities  of domestic  companies  listed on stock  exchanges or traded
over-the-counter.  The  Lexington  SmallCap  Value  Fund may  invest in  foreign
companies whose shares are traded in U.S. dollar denominated markets.

      The companies in which the Lexington SmallCap Value Fund intends to invest
will generally have the following  characteristics:  a market  capitalization of
less than $1 billion; a high relative ratio of revenue per share to stock price;
a low relative  ratio of price to book value per share; a positive cash flow and
other  measures  of  financial  stability;  and a low stock  price  relative  to
historical levels.
    
                              -------------------

LEXINGTON GOLDFUND, INC.

      The  Lexington  Goldfund's  principal  investment  objective  is to attain
capital  appreciation  and such  hedge  against  loss of buying  power as may be
obtained through  investment in gold and equity  securities of companies engaged
in mining or processing gold throughout the world. Under normal  conditions,  at
least 65% of the value of the total  assets of the  Lexington  Goldfund  will be
invested in gold and the securities of companies engaged in mining or processing
gold  ("gold-related  securities").  The  Lexington  Goldfund may also invest in
other precious metals,  including platinum,  palladium and silver. The Lexington
Goldfund intends to invest less than half of the value of its assets in gold and
other  precious  metals  and  more  than  half of the  value  of its  assets  in
gold-related securities, including securities of foreign issuers.

      The Lexington  Goldfund is designed to provide  investors  with a means to
protect  against  declines  in  the  value  of the  U.S.  dollar  against  world
currencies.   To  the  extent  that  the  Lexington  Goldfund's  investments  in
gold-related  securities  appreciate in value relative to the U.S.  dollar,  the
Lexington  Goldfund's  investments  may serve to offset  declines  in the buying
power  of the U.S.  dollar.  Management  believes  that,  over  the  long  term,
investing in gold will  protect  capital  from  adverse  monetary and  political
developments.  Investments in gold may provide more of a hedge against a decline
in the buying power of the dollar, devaluation and inflation than other types of
investments. The value of gold-related debt securities,  however, will generally
not  react  to  fluctuations  in the  price of gold.  The  market  value of debt
securities of companies  engaged in mining or processing gold can be expected to
fluctuate inversely with prevailing interest rates.

                                       26
<PAGE>

LEXINGTON GNMA INCOME FUND, INC.

   
      The  investment  objective of the Lexington  GNMA Income Fund is to seek a
high level of current income, consistent with liquidity and safety of principal.
Under normal market  conditions,  the Lexington  GNMA Income Fund will invest at
least 80% of the  value of its total  assets  in  Government  National  Mortgage
Association   ("GNMA")   mortgage-backed   securities   (also   known  as  "GNMA
Certificates").  Lexington GNMA Certificates  represent part ownership of a pool
of  mortgage  loans.  The  timely  payment of  interest  and  principal  on each
certificate  is  guaranteed  by the full faith and  credit of the United  States
Government. The principal on Lexington GNMA Certificates is scheduled to be paid
back by the borrower over the length of the loan.  The  remaining  assets of the
Lexington  GNMAIncome  Fund  will be  invested  in other  securities  issued  or
guaranteed by the U.S. Government, including U.S. Treasury securities.
    

     The Lexington  GNMA Income Fund will purchase  "modified pass through" type
GNMA Certificates.  "Modified pass through" GNMA Certificates entitle the holder
to receive all interest and principal  payments owed by the borrower even if the
borrower has not made payment. The Lexington GNMA Income Fund intends to use the
proceeds from principal  payments to purchase  additional  GNMA  Certificates or
other U.S. Government guaranteed securities.

                            ------------------------

LEXINGTON MONEY MARKET TRUST

     The investment  objective of the Lexington Money Market Trust is to seek as
high a level of current income as is consistent with the preservation of capital
and liquidity by investing in short-term money market instruments. The following
are the money market  instruments in which the Lexington Money Market Trust will
invest:  U.S.  Government  securities,  time deposits,  certificates of deposit,
bankers'  acceptances,  commercial paper,  repurchase agreements and other money
market  instruments.The  Lexington Money Market Trust seeks to maintain a stable
net asset value of $1 per share.

      The Lexington  Money Market Trust will invest in money market  instruments
that have been rated in one of the two highest rating categories by both S&P and
Moody's,  both major rating  agencies.  A "Tier 1" security is one that has been
rated by either S&P or Moody's in the highest rating  category,  or, if unrated,
is of comparable  quality. A "Tier 2" security is one that has been rated in the
second  highest  category  by  either  S&P or  Moody's,  or, if  unrated,  is of
comparable  quality.  Up to 5% of the total assets of the Lexington Money Market
Trust may be invested in a single  Tier 1 security  (other than U.S.  Government
securities).  In addition,  the Lexington Money Market Trust may not invest more
than 5% of its total assets in Tier 2  securities,  and may not invest more than
1% of its total assets in any single Tier 2 security.

                                       27
<PAGE>

     The  Lexington   Money  Market  Trust  may  only  invest  in  money  market
instruments  with a remaining  maturity of 397 days or less,  provided  that the
Fund's average weighted maturity does not exceed 90 days. 

                              PORTFOLIO SECURITIES

EQUITY SECURITIES

   
      The Lexington Convertible  Securities Fund, Lexington Goldfund,  Lexington
Growth and Income Fund,  Lexington Crosby Small Cap Asia Growth Fund,  Lexington
International  Fund,  Lexington  SmallCap  Value Fund,  Lexington  Troika Dialog
Russia  Fund and  Lexington  Worldwide  Emerging  Markets  Fund invest in common
stocks and some of the funds may invest in common stock equivalents (see chart).
The  following  constitute  common  stock  equivalents:  warrants,  options  and
convertible debt securities,  ADRs, GDRs and EDRs.  Common stock equivalents may
be converted  into or provide the holder with the right to common  stock.  These
funds may also invest in other types of equity securities,  including  preferred
stocks, and equity derivative securities. 
    

DEBT SECURITIES

   
      The Lexington  Ramirez  Global  Income Fund and the Lexington  Convertible
Securities Fund will invest  primarily in debt securities and the Lexington GNMA
Income  Fund  will  have  substantially  all  of its  assets  invested  in  GNMA
Certificates and U.S. Government securities.

      The Lexington Goldfund,  Lexington  International  Fund,  Lexington Troika
Dialog  Russia Fund and  Lexington  Worldwide  Emerging  Markets Fund may invest
primarily in debt securities when the Manager believes that debt securities will
provide  capital  appreciation  through  favorable  changes in relative  foreign
exchange rates, in relative interest rate levels or in the  creditworthiness  of
issuers.

      The Lexington Troika Dialog Russia Fund and Lexington  Worldwide  Emerging
Markets  Fund may,  under  normal  conditions,  invest up to 35% of their  total
assets in  Short-Term  and  Medium-Term  Debt  Securities.  The  Short-Term  and
Medium-Term  Debt  Securities  in which the Funds may  invest  are  foreign  and
domestic  debt  securities,  including  short-term  (less than twelve  months to
maturity) and medium-term (not greater than five years to maturity)  obligations
issued  by the  U.S.  Government,  foreign  governments,  foreign  and  domestic
corporations and banks, and repurchase agreements.

      JUNK  BONDS.   The  Lexington   Ramirez  Global  Income  Fund,   Lexington
Convertible  Securities Fund and Lexington  Troika Dialog Russia Fund may invest
in high yield, lower rated debt securities known as "junk bonds." Junk bonds are
debt  obligations  rated below  investment  grade and  non-rated  securities  of


                                       28
<PAGE>

comparable  quality.  Junk  bonds  are  considered  speculative  and thus pose a
greater risk of default than investment  grade  securities.  Investments of this
type are  subject to greater  risk of loss of  principal  and  interest,  but in
general provide higher yields than higher rated debt  obligations.  Bonds issued
by companies  domiciled in emerging  markets are usually rated below  investment
grade.  The Lexington  Ramirez Global Income Fund may invest in securities  that
are in default  as to payment of  principal  and/or  interest.  Debt  securities
purchased   by  Lexington   Crosby   Small  Cap  Asia  Growth  Fund,   Lexington
International  Fund and  Lexington  Worldwide  Emerging  Markets Fund must be of
investment grade quality or comparable thereto.

      ZERO COUPON BONDS. The Lexington  Ramirez Global Income Fund may invest in
zero coupon  bonds.  Zero coupon bond prices are highly  sensitive to changes in
market interest rates. The original issue discount on the zero coupon bonds must
be included ratably in the income of the Lexington Ramirez Global Income Fund as
the income  accrues even though  payment has not been  received.  The  Lexington
Ramirez Global Income Fund nevertheless  intends to distribute an amount of cash
equal to the currently  accrued  original issue  discount,  and this may require
liquidating securities at times they might not otherwise do so and may result in
capital loss. See "Tax Information" in the Statement of Additional Information.

      LOAN  PARTICIPATION  AND ASSIGNMENTS.  The Lexington Ramirez Global Income
Fund may invest in loans arranged through private negotiations between a foreign
entity and one or more  lenders.  The majority of the Lexington  Ramirez  Global
Income Fund's  investments in loans in emerging markets is expected to be in the
form of participation in loans ("Participations") and assignments of portions of
loans from third parties  ("Assignments").  Participations typically will result
in the Lexington  Ramirez  Global Income Fund having a contractual  relationship
only with the Lender, not with the borrower. The Lexington Ramirez Global Income
Fund will have the right to receive payments of principal, interest and any fees
to which it is entitled only from the Lender selling the  Participation and only
upon receipt by the Lender of the payments from the borrower.  As a result,  the
Lexington  Ramirez  Global  Income  Fund will assume the credit risk of both the
borrower and the Lender that is selling the  Participation.  When the  Lexington
Ramirez Global Income Fund  purchases  Assignments  from Lenders,  the Lexington
Ramirez  Global Income Fund will acquire  direct rights  against the borrower on
the Loan. The Lexington Ramirez Global Income Fund may have difficulty disposing
of Assignments and  Participations.  The liquidity of such securities is limited
and the Lexington  Ramirez Global Income Fund  anticipates  that such securities
could be sold only to a limited number of institutional investors. The lack of a
liquid  secondary  market  could  have an  adverse  impact  on the value of such
securities.

     BRADY BONDS. The Lexington  Ramirez Global Income Fund may invest in "Brady
Bonds".  Brady Bonds are  securities  created  through the  exchange of existing
    

                                       29
<PAGE>

   
commercial bank loans to public and private entities in certain emerging markets
for new bonds in connection with a debt  restructuring plan introduced by former
U.S.  Secretary  of the  Treasury,  Nicholas F.  Brady.  Fund  investors  should
recognize that  BradyBonds have been issued only recently and,  accordingly,  do
not have a long payment history. DEPOSITORY RECEIPTS

 DEPOSITORY RECEIPTS

      Each  Lexington  Fund (except  Lexington  Money Market Trust and Lexington
GNMAIncome Fund) may invest in American Depository Receipts ("ADRs") and similar
securities. ADRs are securities traded in the U.S. that are backed by securities
of foreign issuers.
    

INVESTMENT COMPANIES

     Each Lexington Fund (except the Lexington Money Market Trust) may invest up
to 10% of its total assets in shares of other  investment  companies that invest
in securities which the Funds may otherwise invest.

U.S. GOVERNMENT SECURITIES

      All   Lexington   Funds  may  invest  in   fixed-rate   and  floating-  or
variable-rate  U.S.  government  securities.   The  U.S.  Government  guarantees
payments of interest and  principal  of U.S.  Treasury  bills,  notes and bonds,
mortgage-related securities of the GNMA, and other securities issued by the U.S.
government.   Other   securities   issued  by  U.S.   government   agencies   or
instrumentalities   are   supported   only  by  the  credit  of  the  agency  or
instrumentality, for example those issued by the Federal Home Loan Bank, whereas
others,  such as those issued by the FNMA,  Farm Credit  System and Student Loan
Marketing Association, have an additional line of credit with the U.S. Treasury.

     Short-term U.S. government  securities generally are considered to be among
the  safest  short-term  investments.  However,  the  U.S.  government  does not
guarantee  the net  asset  value of the  Funds'  shares.  With  respect  to U.S.
government  securities  supported  only by the credit of the  issuing  agency or
instrumentality or by an additional line of credit with the U.S. Treasury, there
is no guarantee that the U.S.  government  will provide support to such agencies
or instrumentalities.  Accordingly,  such U.S. government securities may involve
risk of loss of principal and interest.

   
      The  following  table  illustrates  investments  that the Funds  primarily
invest in or are  permitted to invest in, as indicated in dark shade.  The light
shade  indicates  that the  Fund's  policy may permit  such  investments  within
limits.
    


                                       30
<PAGE>


   
--------------------------------------------------------------------------------

PORTFOLIO SECURITIES
DARK SHADE:

Fund invests  primarily in these types of investments,  or Fund's policy permits
such investments.

LIGHT SHADE: Within limits, Fund's policy may permit such investments.

TYPE OF PORTFOLIO SECURITY

<TABLE>
<CAPTION>
                                    Lexington Crosby    Lexington       Lexington     Lexington   Lexington Worldwide   Lexington
                                     Small Cap Asia   International  Ramirez Global Troika Dialog      Emerging        Convertible
                                      Growth Fund         Fund        Income Fund    Russia Fund      Markets Fund   Securities Fund
<S>                                                                         <C>
------------------------------------------------------------------------------------------------------------------------------------
Common Stock
------------------------------------------------------------------------------------------------------------------------------------
Common Stock Equivalents (Warrants)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock Equivalents (Options)                                          *
------------------------------------------------------------------------------------------------------------------------------------
Common Stock Equivalents
  (Convertible Debt Securities)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock Equivalents
  (Depository Receipts)
------------------------------------------------------------------------------------------------------------------------------------
Preferred Stocks
------------------------------------------------------------------------------------------------------------------------------------
Equity Derivative Securities                                                *
------------------------------------------------------------------------------------------------------------------------------------
Debt Securities (Below Investment 
Grade) or (Junk Bonds)
------------------------------------------------------------------------------------------------------------------------------------
Debt Securities (Brady Bonds) 
------------------------------------------------------------------------------------------------------------------------------------
Debt Securities (Zero Coupon)
------------------------------------------------------------------------------------------------------------------------------------
Debt Securities  
(Loan Participation and Assignments)
------------------------------------------------------------------------------------------------------------------------------------
Debt Securities (GNMA Certificates)
------------------------------------------------------------------------------------------------------------------------------------
Debt Securities (Guaranteed by the U.S.
Gov't, its agencies or instrumentalities)
------------------------------------------------------------------------------------------------------------------------------------
Gold Bullion
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
                                        Lexington      Lexington                   Lexington      *Lexingtonn
                                       Growth and     SmallCap Value  Lexington    GNMA Income     Money Market
                                       Income Fund        Fund         Goldfund        Fund         Trust Fund
------------------------------------------------------------------------------------------------------------------------------------
Common Stock
------------------------------------------------------------------------------------------------------------------------------------
Common Stock Equivalents (Warrants)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock Equivalents (Options)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock Equivalents
  (Convertible Debt Securities)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock Equivalents
  (Depository Receipts)
------------------------------------------------------------------------------------------------------------------------------------
Preferred Stocks
------------------------------------------------------------------------------------------------------------------------------------
Equity Derivative Securities
------------------------------------------------------------------------------------------------------------------------------------
Debt Securities (Below Investment 
Grade) or (Junk Bonds)
------------------------------------------------------------------------------------------------------------------------------------
Debt Securities (Brady Bonds) 
------------------------------------------------------------------------------------------------------------------------------------
Debt Securities (Zero Coupon)
------------------------------------------------------------------------------------------------------------------------------------
Debt Securities  
(Loan Participation and Assignments)
------------------------------------------------------------------------------------------------------------------------------------
Debt Securities (GNMA Certificates)
------------------------------------------------------------------------------------------------------------------------------------
Debt Securities (Guaranteed by the U.S.
Gov't, its agencies or instrumentalities)
------------------------------------------------------------------------------------------------------------------------------------
Gold Bullion
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Notes:  Lexington  Ramirez  Global  Income  Fund may  invest  in  options  and
derivatives with respect to debt securities,  not equity  securities.  Lexington
Money Market Trust is not permitted to purchase any of the portfolio  securities
identified in this table,  and may only invest in short-term  securities such as
commercial paper,  short-term  government  securities,  banker's  acceptances or
other money market instruments.
    

                                       31
<PAGE>

   
Other Investment Practices

The following table and sections summarize certain investment practices that the
Funds are  permitted  to engage in.  These  practices  may  involve  risks.  The
Glossary  section at the end of this  Prospectus  briefly  describes each of the
investment techniques summarized below. The Statement of Additional Information,
under the heading  "Investment  Objectives and Policies of the Funds,"  contains
more detailed information about certain of these practices.

<TABLE>
<CAPTION>

                                   Lexington Crosby     Lexington       Lexington     Lexington   Lexington Worldwide   Lexington
                                    Small Cap Asia    International  Ramirez Global Troika Dialog      Emerging        Convertible
                                     Growth Fund         Fund        Income Fund    Russia Fund      Markets Fun    Securities Fund
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>            <C>            <C>              <C>               <C>

Repurchase agreements(1)                  x                 x              x              x                x                 x 
------------------------------------------------------------------------------------------------------------------------------------
Reverse dollar roll
transactions1
------------------------------------------------------------------------------------------------------------------------------------
Borrowing not to exceed                   x                 x                             x                x
one-third of total fund assets
for leveraging purposes
------------------------------------------------------------------------------------------------------------------------------------
Reverse repurchase agreement              x                 x              x              x                x
------------------------------------------------------------------------------------------------------------------------------------
Dollar roll transactions                                                                  x
------------------------------------------------------------------------------------------------------------------------------------
Securities lending not to exceed
10% of total fund assets          
------------------------------------------------------------------------------------------------------------------------------------
Securities lending not to exceed 
one-third of total fund assets            x                 x                             x                x
------------------------------------------------------------------------------------------------------------------------------------
When-issued and forward                   x                 x              x              x                x
commitment securities
------------------------------------------------------------------------------------------------------------------------------------
Forward currency contracts(2)             x                 x              x              x                x
------------------------------------------------------------------------------------------------------------------------------------
Purchase options on securities
and currencies(3)                                                          x              x                                 x
------------------------------------------------------------------------------------------------------------------------------------
Purchase options on securities                                             x              x                                 x
and indices3
------------------------------------------------------------------------------------------------------------------------------------
Write covered call options(3)             x                 x              x              x                                 x
------------------------------------------------------------------------------------------------------------------------------------
Write covered put options(3)                                               x              x                                 x
------------------------------------------------------------------------------------------------------------------------------------
Interest rate futures contracts                                            x              x
------------------------------------------------------------------------------------------------------------------------------------
Futures and swaps and options    
on futures(4)                            x                  x              x              x                x             
------------------------------------------------------------------------------------------------------------------------------------
Equity swap
------------------------------------------------------------------------------------------------------------------------------------
Illiquid securities limited to                          
5% of fund's net assets
------------------------------------------------------------------------------------------------------------------------------------
Illiquid securities limited to                                                                                              x
10% of fund's net assets
------------------------------------------------------------------------------------------------------------------------------------
Illiquid securities limited to                          
15% of fund's net assets                x                   x              x              x                x              
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
                                        Lexington       Lexington                   Lexington      *Lexingtonn
                                        Growth and     SmallCap Value  Lexington    GNMA Income     Money Market
                                       Income Fund        Fund         Goldfund        Fund            Trust 
------------------------------------------------------------------------------------------------------------------------------------
Repurchase agreements(1)                  x                 x              x              x                x       
------------------------------------------------------------------------------------------------------------------------------------
Reverse dollar roll
transactions1
------------------------------------------------------------------------------------------------------------------------------------
Borrowing not to exceed                                                    x       
one-third of total fund assets
for leveraging purposes
------------------------------------------------------------------------------------------------------------------------------------
Reverse repurchase agreement                               x               x   
------------------------------------------------------------------------------------------------------------------------------------
Dollar roll transactions                                                                  x
------------------------------------------------------------------------------------------------------------------------------------
Securities lending not to exceed
10% of total fund assets          
------------------------------------------------------------------------------------------------------------------------------------
Securities lending not to exceed 
one-third of total fund assets                                             x   
------------------------------------------------------------------------------------------------------------------------------------
When-issued and forward                                                    x              x  
commitment securities
------------------------------------------------------------------------------------------------------------------------------------
Forward currency contracts(2)                                              x   
------------------------------------------------------------------------------------------------------------------------------------
Purchase options on securities
and currencies(3)                                                
------------------------------------------------------------------------------------------------------------------------------------
Purchase options on securities                                          
and indices3
------------------------------------------------------------------------------------------------------------------------------------
Write covered call options(3)        
------------------------------------------------------------------------------------------------------------------------------------
Write covered put options(3)                    
------------------------------------------------------------------------------------------------------------------------------------
Interest rate futures contracts                                     
------------------------------------------------------------------------------------------------------------------------------------
Futures and swaps and options    
on futures(4)                                                              x            
------------------------------------------------------------------------------------------------------------------------------------
Equity swap
------------------------------------------------------------------------------------------------------------------------------------
Illiquid securities limited to                          
5% of fund's net assets
------------------------------------------------------------------------------------------------------------------------------------
Illiquid securities limited to                                                                                              x
10% of fund's net assets
------------------------------------------------------------------------------------------------------------------------------------
Illiquid securities limited to                          
15% of fund's net assets                                                   x                
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>
    

                                       32
<PAGE>


     -----------

1    Under the Investment Company Act, repurchase  agreements and reverse dollar
     roll  transactions  are  considered to be loans by a fund and must be fully
     collateralized  by  collateral  assets.  If  the  seller  defaults  on  its
     obligations to repurchase the  underlying  security,  a fund may experience
     delay or  difficulty  in exercising it rights to realize upon the security,
     may  incur a loss if the  value  of the  security  declines  and may  incur
     disposition costs in liquidating the security.

   
2    A fund that may enter into in forward currency contracts may not do so with
     respect to more than 70% of its total assets.
    

3    A FUND WILL NOT ENTER INTO  OPTIONS ON  SECURITIES,  SECURITIES  INDICES OR
     CURRENCIES OR RELATED OPTIONS  (INCLUDING OPTIONS ON FUTURES) IF THE SUM OF
     INITIAL  MARGIN  DEPOSITS AND PREMIUMS  PAID FOR ANY SUCH OPTION OR OPTIONS
     WOULD  EXCEED 5% OF ITS TOTAL  ASSETS,  AND IT WILL NOT ENTER INTO  OPTIONS
     WITH  RESPECT TO MORE THAN 25% OF ITS TOTAL  ASSETS.

4    A Fund may purchase and sell futures  contracts  and related  options under
     the following  conditions:  (a) the then-current  aggregate  futures market
     prices of  financial  instruments  required to be delivered  and  purchased
     under open  futures  contracts  shall not  exceed  30% of the Fund's  total
     assets,  at market value; and (b) no more than 5% of the assets,  at market
     value at the time of entering into a contract, shall be committed to margin
     deposits in relation to futures contracts.

   
BORROWING FOR TEMPORARY OR EMERGENCY PURPOSES

      For temporary or emergency purposes, Lexington Convertible Securities Fund
and Lexington Growth and Income Fund may borrow up to 10% of their total assets.
Lexington  Money Market  Trust may borrow up to  one-third of its total  assets;
Lexington  GNMAIncome  Fund may not borrow money,  and the  remaining  Lexington
Funds may borrow up to 5% of their total assets. For leveraging  purposes,  some
Lexington Funds (see Chart)may borrow up to one-third of their total assets.
    

DEFENSIVE INVESTMENTS AND PORTFOLIO TURNOVER

      Each  Lexington  Fund may invest up to 100% of its total assets in cash or
high-quality debt obligations for temporary defensive purposes.

   
      The  "portfolio  turnover  rate" is the  frequency  a Fund  buys and sells
securities.  Frequent  transactions  involve  added  expense.  All Funds  except
Lexington Convertible Securities Fund, Lexington Goldfund and Lexington SmallCap
Value Fund expect a portfolio turnover rate of greater than 100%.
    

HEDGING AND RISK MANAGEMENT PRACTICES

      The  Lexington  Funds (other than the  Lexington  Money Market  Trust) may
"hedge" against changes in financial markets, currency rates and interest rates.
A typical hedge is designed to offset a decline that could hurt the value of the
Fund's securities. The Lexington Funds may hedge with "derivatives." Derivatives
are instruments whose value is linked to, or derived from,  another  instrument,
like an index or a  commodity.  Some  Lexington  Funds (see chart) may invest in
options and futures contracts.

                                       33
<PAGE>

      Hedging  transactions  involve certain risks.  Although a Fund may benefit
from hedging,  unanticipated  changes in interest rates or securities prices may
result in greater losses for a Fund than if it did not hedge. If a Fund does not
correctly  predict  a  hedge,  it may  lose  money.  In  addition,  a Fund  pays
commissions  and  other  costs in  connection  with  such  investments.  Hedging
transactions may not exist is some countries.

INVESTMENT RESTRICTIONS

      The investment objective of each Lexington Fund is fundamental and may not
be changed without  shareholder  approval but,  unless  otherwise  stated,  each
Fund's other investment  policies may be changed by its Board. If a Fund changes
its investment  objective or policies,  you should consider whether that Fund is
right for you. The Lexington Funds are subject to additional investment policies
and restrictions described in the Statement of Additional  Information,  some of
which are fundamental.

                               RISK CONSIDERATIONS

SMALL COMPANIES

      The  Lexington  Crosby Small Cap Asia Growth Fund and  Lexington  SmallCap
Value Fund emphasize  investments in smaller companies that may benefit from the
development  of new products and  services.  Such smaller  companies may present
greater opportunities for capital appreciation but may involve greater risk than
larger,  more mature  issuers.  Such smaller  companies may have limited product
lines,  markets or  financial  resources,  and their  securities  may trade less
frequently  and in more  limited  volume  than  those  of  larger,  more  mature
companies.  As a result,  the prices of their securities may fluctuate more than
those of larger issuers.

      Many companies traded on securities  markets in many foreign countries are
smaller,  newer and less seasoned than companies whose  securities are traded on
securities  markets  in the United  States.  Investments  in  smaller  companies
involve  greater risk than is  customarily  associated  with investing in larger
companies.  Smaller  companies  may  have  limited  product  lines,  markets  or
financial or  managerial  resources  and may be more  susceptible  to losses and
risks of bankruptcy.  Additionally,  market making and arbitrage  activities are
generally  less  extensive in such  markets and with respect to such  companies,
which may  contribute  to  increased  volatility  and reduced  liquidity of such
markets or such securities. Accordingly, each of these markets and companies may
be subject to  greater  influence  by adverse  events  generally  affecting  the
market, and by large investors trading significant blocks of securities, than is
usual  in the  United  States.  To  the  extent  that  any  of  these  countries

                                       34
<PAGE>

experiences  rapid  increases  in its  money  supply  and  investment  in equity
securities for speculative  purposes,  the equity  securities traded in any such
country may trade at  price-earning  multiples  higher than those of  comparable
companies trading on securities  markets in the United States,  which may not be
sustainable.  In addition, risks due to the lack of modern technology,  the lack
of a sufficient capital base to expand business  operations,  the possibility of
permanent or temporary  termination of trading,  and greater spreads between bid
and ask prices may exist in such markets.

FOREIGN SECURITIES

   
      The  Lexington  Crosby  Small Cap Asia Growth  Fund,  Lexington  Goldfund,
Lexington  Growth and  Income  Fund,  Lexington  International  Fund,  Lexington
Ramirez  Global Income Fund,  Lexington  Troika Dialog Russia Fund and Lexington
Worldwide Emerging Markets Fund have the right to purchase securities in foreign
countries.  Accordingly,  shareholders should consider carefully the substantial
risks involved in investing in securities issued by companies and governments of
foreign  nations,  which are in addition to the usual risks of loss  inherent in
domestic investments. The Lexington Crosby Small Cap Asia Growth Fund, Lexington
International  Fund,  Lexington  Ramirez  Global Income Fund,  Lexington  Troika
Dialog Russia Fund and Lexington  Worldwide Emerging Markets Fund, may invest in
securities  of companies  domiciled  in, and in markets of,  so-called  emerging
market  countries.  These  investments  may be  subject  to  higher  risks  than
investments in more developed countries.
    

      Foreign    investments   involve   the   possibility   of   expropriation,
nationalization or confiscatory  taxation,  taxation of income earned in foreign
nations (including, for example, withholding taxes on interest and dividends) or
other taxes  imposed with respect to  investments  in foreign  nations,  foreign
exchange  controls  (which may  include  suspension  of the  ability to transfer
currency  from a given  country and  repatriation  of  investments),  default in
foreign government securities, and political or social instability or diplomatic
developments  that could adversely  affect  investments.  In addition,  there is
often less publicly  available  information  about foreign issuers than those in
the U.S. Foreign companies are often not subject to uniform accounting, auditing
and  financial  reporting   standards.   Further,   these  funds  may  encounter
difficulties  in pursuing  legal  remedies or in obtaining  judgments in foreign
courts. Additional risk factors, including use of domestic and foreign custodian
banks and  depositories,  are described  elsewhere in this Prospectus and in the
Statement of Additional Information.

      Brokerage  commissions,  fees  for  custodial  services  and  other  costs
relating to  investments  in other  countries are generally  greater than in the
U.S.  Foreign  markets have different  clearance and settlement  procedures from

                                       35
<PAGE>

those in the U.S., and certain markets have  experienced  times when settlements
did not keep pace with the volume of securities transactions. The inability of a
fund to make intended security  purchases due to settlement  difficulties  could
cause  it to  miss  attractive  investment  opportunities.  Inability  to sell a
portfolio  security due to settlement  problems could result in loss to the fund
if the value of the portfolio  security declined or result in claims against the
fund. In certain countries,  there is less government supervision and regulation
of  business  and  industry  practices,  stock  exchanges,  brokers,  and listed
companies  than in the U.S. The  securities  markets of many of the countries in
which these funds may invest may also be smaller,  less  liquid,  and subject to
greater price volatility than those in the U.S.

      Because  certain   foreign   securities  may  be  denominated  in  foreign
currencies, the value of such securities will be affected by changes in currency
exchange rates and in exchange control  regulations,  and costs will be incurred
in connection with conversions  between  currencies.  A change in the value of a
foreign  currency  against the U.S. dollar results in a corresponding  change in
the U.S. dollar value of a fund's securities  denominated in the currency.  Such
changes also affect the fund's income and distributions to shareholders.  A fund
may be affected either favorably or unfavorably by changes in the relative rates
of  exchange  between  the  currencies  of  different  nations,  and a fund  may
therefore  engage in  foreign  currency  hedging  strategies.  Such  strategies,
however,  involve  certain  transaction  costs and investment  risks,  including
dependence upon the Manager's ability to predict movements in exchange rates.

      Some  countries in which one of these funds may invest also may have fixed
or managed  currencies that are not freely  convertible at market rates into the
U.S. dollar.  Certain currencies may not be internationally  traded. A number of
these  currencies  have  experienced  steady  devaluation  relative  to the U.S.
dollar, and such devaluations in the currencies may have a detrimental impact on
the  fund.  Many  countries  in  which  a  fund  may  invest  have   experienced
substantial,  and in some periods  extremely  high,  rates of inflation for many
years.  Inflation  and rapid  fluctuation  in inflation  rates may have negative
effects on certain economies and securities markets.  Moreover, the economies of
some countries may differ favorably or unfavorably from the U.S. economy in such
respects as the rate of growth of gross  domestic  product,  rate of  inflation,
capital reinvestment, resource self-sufficiency and balance of payments. Certain
countries also limit the amount of foreign capital that can be invested in their
markets and local companies, creating a "foreign premium" on capital investments
available  to foreign  investors  such as the fund.  The fund may pay a "foreign
premium" to  establish  an  investment  position  which it cannot  later  recoup
because of changes in that country's foreign investment laws.

                                       36
<PAGE>

LOWER-QUALITY DEBT

   
      The Lexington Convertible  Securities Fund, Lexington Troika Dialog Russia
Fund,  Lexington  Goldfund,  Inc. and Lexington  Ramirez  Global Income Fund are
authorized to invest high-yield,  lower-rated debt securities  commonly referred
to  as  "junk  bonds."   Lower-rated  debt  securities  are  considered   highly
speculative and changes in economic  conditions or other  circumstances are more
likely to lead to a weakened  capacity to make  principal and interest  payments
than with higher-grade debt securities.
    

CONCENTRATION IN SECURITIES OF RUSSIAN COMPANIES

   
      The Lexington  Troika Dialog Russia Fund  concentrates  its  investment in
companies  that have their  principal  activities in Russia.  Consequently,  the
Lexington Troika Dialog Russia Fund's share value may be more volatile than that
of investment  companies not sharing this  geographic  concentration.  Since the
breakup of the Soviet Union at the end of 1991, Russia has experienced  dramatic
political and social change.  The political  system in Russia is emerging from a
long history of extensive state involvement in economic affairs.  The country is
undergoing a rapid  transition from a  centrally-controlled  command system to a
market-oriented,  democratic  model. The Lexington Troika Dialog Russia Fund may
be  affected  unfavorably  by  political  or  diplomatic  developments,   social
instability,  changes in  government  policies,  taxation  and  interest  rates,
currency repatriation restrictions and other political and economic developments
in  the  law  or  regulations  in  Russia  and,  in  particular,  the  risks  of
expropriation,  nationalization  and  confiscation  of  assets  and  changes  in
legislation relating to foreign ownership. See "Russia" and "Russian Company" in
the Glossary.

      The Russian securities markets are substantially  smaller, less liquid and
significantly more volatile than the securities markets in the United States. In
addition,  there is little  historical data on these securities  markets because
they are of recent origin. A substantial  proportion of securities  transactions
in  Russia   are   privately   negotiated   outside  of  stock   exchanges   and
over-the-counter   markets.   A  limited   number   of   issuers   represent   a
disproportionately large percentage of market capitalization and trading volume.
Some issuers may be exposed to center-regional  conflicts in jurisdiction in the
areas of taxation and overall  corporate  governance  which could put the Fund's
investments  at risk. In addition,  because the Russian  securities  markets are
smaller and less liquid than in the United States, obtaining prices on portfolio
securities from independent sources may be more difficult than in other markets.
    

      The  political  environment  in Russia in 1997 is more stable than in 1993
and earlier when clashes between  reformers and  reactionaries  were continuous,

                                       37
<PAGE>

setting the stage for an attempted  coup d'etat in October  1993.  Nevertheless,
there is still a great deal of uncertainty  surrounding the political  future of
the country.  The civil war in Chechnya has highlighted  the political  tensions
that exist  between  the  central  government  in Moscow and some of the regions
within the Russian  Federation and has  contributed to political  instability by
weakening  confidence  domestically and  internationally in the government.  The
risk exists that armed  conflict in Chechnya  will  continue,  which could deter
foreign  investment  and  international  aid and  further  weaken the  reformist
government's   control.   A  continuing   trend  away  from   reformers   toward
conservatives   could  further  deter  foreign   investment  if  foreign  policy
initiatives  contrary to western interests (Iran,  Iraq) lead to a deterioration
in relations  between the Russian  Federation and the West. The risk also exists
that the  political  tensions  associated  with the war in Chechnya will lead to
attempts for  independence in other regions within the Russian  Federation.  The
war in Chechnya and other inflammatory  issues may also lead to greater tensions
and divisions between the President and the legislature.

      The  military  could  have a negative  impact on  Russia's  political  and
economic future.  The declining  stature of Russia as a world power has led to a
widespread  sentiment  among  Russians  for a return  to  Russia's  status  as a
superpower. Demobilization of troops, cuts in the military budget, the growth of
significant gaps in living standards  between the military and civilian sectors,
and the  perception  of an  external  threat  from NATO  could  lead to  further
political unrest.

      Moreover,  it is uncertain  whether  Russia's  privatization  process will
continue.  Although  government  officials have publicly pledged their continued
support for the reform process.  It is also unclear whether the reforms intended
to liberalize  prevailing  economic  structures based on free market  principles
will be  successful,  particularly  in terms of  foreign  ownership  of  Russian
companies.

      The planned economy of the former Soviet Union was run with  qualitatively
different objectives and assumptions from those prevalent in a market system and
Russian  businesses  do not  have  any  recent  history  of  operating  within a
market-oriented economy. In general,  relative to companies operating in Western
economies,  companies in Russia are  characterized  by a lack of: (i) management
with experience of operating in a market economy;  (ii) modern technology;  and,
(iii) a  sufficient  capital  base  with  which  to  develop  and  expand  their
operations.  It is unclear what will be the future effect on Russian  companies,
if any, of  Russia's  continued  attempts to move toward a more  market-oriented
economy.

                                       38
<PAGE>

      Russia's  economy  has  experienced  severe  economic  recession,  if  not
depression,  since 1990 during which time the economy has been  characterized by
high rates of inflation,  high rates of  unemployment,  declining gross domestic
product,  deficit government  spending,  and a devaluing currency.  The economic
reform  program has  involved  major  disruptions  and  dislocations  in various
sectors of the economy. The economic problems have been exacerbated by a growing
liquidity crisis which culminated in a bank liquidity crisis in August 1995. The
taxation  system has had numerous  attempts at reform,  but a failure to collect
taxes is an ongoing major problem.

      Russia presently receives  significant  financial assistance from a number
of countries through various programs.  To the extent these programs are reduced
or  eliminated  in the future,  Russian  economic  development  may be adversely
impacted.

   
      Although  evolving  rapidly,  even the largest of Russia's stock exchanges
are not well developed compared to Western stock exchanges. The actual volume of
exchange-based  trading in Russia is low and active on-market  trading generally
occurs  only in the shares of a few private  companies.  Most  secondary  market
trading of equity securities occurs through over-the-counter trading facilitated
by  a  growing   number  of   licensed   brokers.   Shares  are  traded  on  the
over-the-counter  market primarily by the management of enterprises,  investment
funds, short-term speculators and foreign investors.
    

INTEREST RATES

      The market value of debt  securities  that are interest rate  sensitive is
inversely  related to changes  in  interest  rates.  That is, an  interest  rate
decline produces an increase in a security's  market value, and an interest rate
increase  produces a decrease in value.  The longer the remaining  maturity of a
security,  the more  sensitive  that  security is to changes in interest  rates.
Changes in the ability of an issuer to make  payments of interest and  principal
and in the market's perception of the issuer's  creditworthiness also affect the
market value of that issuer's debt securities.

      Prepayments of principal of  mortgage-related  securities by mortgagors or
mortgage foreclosures affect the average life of the mortgage-related securities
in a  fund's  portfolio.  Mortgage  prepayments  are  affected  by the  level of
interest rates and other factors,  including general economic conditions and the
underlying  location  and age of the  mortgage.  In periods  of rising  interest
rates, the prepayment rate tends to decrease,  lengthening the average life of a
pool of mortgage-related  securities.  In periods of falling interest rates, the
prepayment  rate  tends to  increase,  shortening  the  average  life of a pool.
Because  prepayments  of  principal  generally  occur  when  interest  rates are
declining, it is likely that the Lexington GNMA Income Fund may have to reinvest

                                       39
<PAGE>

the proceeds of prepayments at lower interest rates than those of their previous
investments. If this occurs, a fund's yield will decline correspondingly.  Thus,
mortgage-related  securities may have less potential for capital appreciation in
periods  of  falling  interest  rates  than  other  fixed-income  securities  of
comparable  duration,  although they have a comparable risk of decline in market
value in periods of rising interest rates. To the extent that the Lexington GNMA
Income Fund  purchases  mortgage-related  securities  at a premium,  unscheduled
prepayments,  which are made at par,  result in a loss equal to any  unamortized
premium.  Duration  is one of the  fundamental  tools  used  by the  Manager  in
managing  interest rate risks including  prepayment risks. See "Duration" in the
Glossary.

      NON-DIVERSIFIED  PORTFOLIO.  The Lexington  Goldfund and Lexington  Troika
Dialog  Russia  Fund  are  "non-diversified"   investment  companies  under  the
Investment  Company Act.  This means that the  Lexington  Goldfund and Lexington
Troika  Dialog  Russia  Fund are not  limited in the  proportion  of their total
assets that may be invested in a single  company.  The  Lexington  Goldfund  and
Lexington Troika Dialog Russia Fund may invest a greater portion of their assets
in fewer companies than "diversified"  funds, and thus may be subject to greater
risk. The Lexington  Goldfund and Lexington Troika Dialog Russia Fund,  however,
intend to comply with the  diversification  requirements  of federal tax laws to
qualify as a regulated investment company.

   
PRECIOUS METALS

      The  Lexington  Goldfund  may invest in gold  bullion  and other  precious
metals. These precious metals investments earn no income return,  unlike savings
deposits,  bonds or even stocks which may produce  interest or dividend  income.
Transaction  and storage costs may be higher than costs  relating to the buying,
holding and selling of more traditional types of investments. An increase in the
market price of precious metals is the only way the Fund will be able to realize
a gain on these investments.

SETTLEMENT AND CUSTODY

      The Funds that  invest in foreign  securities,  especially  the  Lexington
Troika Dialog Russia Fund could be subject to risks not normally associated with
U.S.   investments  because  of  newly  developed  securities  markets  and  the
underdeveloped state of banking and telecommunications  systems. Russia does not
have a central registration system, therefore ownership of shares is recorded by
the companies  themselves and by registrars located throughout Russia.  Although
these  registrars  may be inspected,  it is possible  that the Fund's  ownership
rights could be lost through fraud,  negligence or even mere oversight on behalf


                                       40
<PAGE>

the registrars,  and the Fund could experience  difficulty  enforcing any rights
against the registrar or issuer in the event of loss of share registration.  Due
to local  postal and  banking  standards,  there are risks  that the  payment of
dividends  or other  distributions  could be  delayed or lost.  Russian  banking
institutitons and registrars are not guaranteed by the state.

      In light of these risks,  the Board of Directors of the  Lexington  Troika
Dialog Russia Fund has approved  procedures  whereby the Fund will not invest in
the securities of a Russian company unless that company's  registrar has entered
into a contract with the Fund's  Sub-Custodian  Bank. This  protective  contract
gives the Sub-Custodian Bank the right to conduct regular share confirmations on
behalf of the Fund.  These  procedures  also require the  Sub-Custodian  Bank to
provide  certain  information  on a  periodic  basis to the  Board of  Directors
concerning the registration of shares and custody arrangements in Russia.
    

                             MANAGEMENT OF THE FUNDS

BOARD OF DIRECTORS/TRUSTEES

      Each Lexington Fund has either a Board of Directors or a Board of Trustees
that  establishes  its  policies  and  supervises  and reviews  its  management.
Day-to-day operations of the Lexington Funds are administered by the officers of
the Lexington Funds and by the Manager and Sub-Advisers pursuant to the terms of
an investment  management  agreement with each fund and investment  sub-advisory
agreements between the Manager and the Sub-Advisers.

 BOARD OF ADVISERS

      The Lexington  Troika Dialog Russia Fund's Board of Directors will receive
oversight  assistance from a Board of Advisers which will be composed of experts
in  Russian  political  and  economic  affairs.  The Board of  Advisers  will be
responsible  for  providing  the Board of  Directors  with  periodic  updates on
political and macroeconomic conditions and trends in Russia, and their potential
implication for the overall investment  environment in Russia. This will enhance
the Board of  Directors'  ability to  oversee  and  safeguard  the assets of the
Lexington Troika Dialog Russia Fund.

   
      The  members of the Board of Advisers  currently  are:Keith  Bush,  Senior
Associate-Russian   and  Eurasian  Studies  at  the  Center  for  Strategic  and
International  Studies:Richard  M. Hisey,  Executive  Vice  President  and Chief
Financial  Officer  of  Lexington  Global  Asset  Managers,  Inc.  and  Marin J.
Strmecki,  Ph.D., Director of Programs for the Smith Richardson Foundation.  See
Statement of  Additional  Information  for further  information  on the Board of
Advisers.
    

                                       41
<PAGE>

INVESTMENT ADVISER

   
      Lexington  Management  Corporation is the Manager of the Lexington  Funds.
The Manager was established in 1938 and is an investment  adviser  registered as
such with the Securities and Exchange  Commission under the Investment  Advisers
Act of 1940,  as amended.  The Manager  advises  private  clients as well as the
Lexington  Funds.  The Manager is a wholly-owned  subsidiary of Lexington Global
Asset  Managers,   Inc.,  a  Delaware   corporation.   Descendants  of  Lunsford
Richardson,  Sr.,  their  spouses,  trusts  and other  related  entities  have a
controlling    interest   in    Lexington    Global   Asset    Managers,    Inc.
(NASDAQSymbol:LGAM).

                                THE SUB-ADVISERS

LEXINGTON CONVERTIBLE SECURITIES FUND

      The Manager has entered into a Sub-Advisory Agreement with Ariston Capital
Management Corporation  ("Ariston").  Under the Sub-Advisory Agreement,  Ariston
will  provide  the  Lexington   Convertible   Securities  Fund  with  investment
management  and  administrative  services.  Ariston  also  serves as  investment
adviser to private and institutional  investment  accounts.  Such accounts own a
significant  number of shares of the Lexington  Convertible  Securities  Fund as
part of their  investment  program.  Ariston  was  founded in 1977 and  provides
investment management to individuals,  corporations,  pension and profit sharing
plans, and other qualified  retirement plan accounts.  Ariston is recognized for
its expertise in portfolio  management,  specializing in convertible  securities
and market forecasting.

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND

      The Manager has entered into a  Sub-Advisory  Agreement  with Crosby Asset
Management (US) Inc. ("Crosby").  Under the Sub-Advisory Agreement,  Crosby will
provide  the  Lexington  Crosby  Small  Cap Asia  Growth  Fund  with  investment
management  services.  Crosby was  established on October 4, 1990 in the British
Virgin  Islands.  Crosby  manages  assets  and  provides  investment  advice for
investment company and institutional  private accounts around the world. It is a
subsidiary of the Crosby Group, Hong Kong.

LEXINGTON RAMIREZ GLOBAL INCOME FUND

      The Manager has entered into a  Sub-Advisory  Agreement with MFR Advisors,
Inc. ("MFR"). Under the Sub-Advisory  Agreement,  MFR will provide the Lexington
Ramirez Global Income Fund with investment and economic research  services.  MFR
manages  assets  for  both  investment  companies  and  institutions.  MFR  is a
subsidiary of Maria Fiorini Ramirez, Inc.

    

                                       42
<PAGE>

LEXINGTON SMALLCAP VALUE FUND

   
      The  Manager  has  entered  into a  Sub-Advisory  Agreement  with  Capital
Technology Inc. ("CTI"). Under the Sub-Advisory Agreement,  CTI will provide the
Lexington  SmallCap  Value Fund with  investment  advice and  management  of the
Fund's investment program. CTI was founded in Charlotte,  North Carolina in 1977
and invests exclusively in domestic smaller capitalization stocks. CTI currently
manages  assets  both small and mid cap growth  and value  styles for  primarily
institutional clients.
    

LEXINGTON TROIKA DIALOG RUSSIA FUND

      The Manager has entered into a  Sub-Advisory  Agreement with Troika Dialog
Asset Management ("TDAM").  Under the Sub-Advisory Agreement,  TDAM will provide
the Lexington Troika Dialog Russia Fund with investment advice and management of
the Fund's  investment  program.  TDAM is a wholly  owned  subsidiary  of Troika
Dialog  which was  founded in Moscow,  Russia in 1991 by Dialog  Bank and Troika
Capital Corporation.

   
REGISTERED SERVICE MARK

      The  Manager as owner of the  registered  service  mark  "Lexington"  will
sublicense  the Funds to include  the word  "Lexington"  as part of their  names
subject to revocation by the Manager in the event that the Funds cease to engage
the Manager or its affiliates as investment  manager or distributor.  Crosby has
authorized  the Lexington  Crosby Small Cap Asia Growth Fund to include the word
"Crosby" as part of its  corporate  name subject to  revocation by Crosby in the
event the Lexington Crosby Small Cap Asia Growth Fund ceases to engage Crosby as
Sub-Adviser. In that event the Funds will be required upon demand of the Manager
(or with regard to the Lexington  Crosby Small Cap Asia Growth Fund,  Crosby) to
change their  respective names to delete the word "Lexington" (or with regard to
the Lexington Crosby Small Cap Asia Growth Fund, "Crosby") therefrom.
    

                               PORTFOLIO MANAGERS

LEXINGTON CONVERTIBLE SECURITIES FUND

     Richard B. Russell manages the Lexington  Convertible  Securities Fund. Mr.
Russell is President of Ariston Capital  Management  Corporation,  the Lexington
Convertible  Securities  Fund's  Sub-Adviser.  He is a graduate of the School of
Business at the University of Washington and has completed  additional  training
at the New York Institute of Finance. He is a recognized  authority on portfolio
management,  particularly  through the use of convertible  securities and market
forecasting. He has spent his entire professional career as an independent money
manager,  dating from 1972.  Before founding Ariston in 1977, he was a full-time
manager of private family assets.  Mr. Russell has conducted  extensive research
on investment topics.

                                       43
<PAGE>

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND

      CHRISTINA  LAM is a lead manager  (Nigel Webber is the other lead manager)
on a portfolio  management team that manages the Lexington Crosby Small Cap Asia
Growth Fund.  Ms. Lam is Vice  President and Portfolio  Manager of the Lexington
Crosby Small Cap Asia Growth Fund.  Ms. Lam joined  Crosby Asset  Management  in
1991.  She is  responsible  for the  investment  management of the listed equity
portfolios under the management of Crosby Asset Management which include a major
Asian small  capitalization  account.  After  graduating  with a Law Degree with
Honors from Warwick University,  she qualified as a Barrister from Lincoln's Inn
in London.  She moved to Hong Kong in 1987 where she joined Schroder  Securities
Limited in Hong Kong as an investment  analyst,  where her coverage included the
utilities, industrials and retail sectors and conglomerates.

      NIGEL WEBBER is a lead  manager  (Ms. Lam is the other lead  manager) on a
portfolio  management  team that  manages the  Lexington  Crosby  Small Cap Asia
Growth Fund. Mr. Webber is Vice President and Portfolio Manager of the Lexington
Crosby  Small Cap Asia Growth Fund.  Mr.  Webber is  responsible  for the Fund's
overall  investment  strategy.  Mr. Webber was appointed a Managing  Director of
Crosby Asset Management in October 1993 with primary responsibility for business
development. He joined Crosby Asset Management after being a partner in Causeway
Capital  Limited,  a  leading  independent  U.K.   investment   management  firm
specializing  in private  equity  investment and smaller  listed  companies.  He
started  his career at KPMG Peat  Marwick,  followed  by five years at  Citicorp
International  Bank  Limited  in  London  and New  York  and  three  years  with
Mercantile  House Holdings PLC a leading  financial  services group. In 1987, he
joined as Managing Director, an investment company specializing in the financial
sector where he first became associated with the Crosby Group. He was a Director
and member of the  investment  committee  of The Thai  Development  Capital Fund
Limited and The China Investment Company Ltd., two funds managed by Crosby Asset
Management from their launch until September 1993.

   
LEXINGTON GOLDFUND
    

     Robert W. Radsch, CFA, is portfolio manager of the Lexington Goldfund.  Mr.
Radsch is a Vice  President of the Manager.  Prior to joining  Lexington in July
1994, he was Senior Vice  President,  Portfolio  Manager and Chief Economist for
the Bull & Bear Group.  He has extensive  experience  managing gold,  silver and
platinum  on  an   international   basis  having  managed  precious  metals  and
international  funds for more than 13 years.  Mr.  Radsch is a graduate  of Yale
University  with a B.A.  degree  and holds an M.B.A.  in Finance  from  Columbia
University.

                                       44
<PAGE>

LEXINGTON GROWTH AND INCOME FUND

   
     Alan Wapnick is portfolio  manager of the Lexington Growth and Income Fund.
Mr. Wapnick is Senior Vice  President,  Director of Domestic  Investment  Equity
Strategy of the Manager.  Mr.  Wapnick is  responsible  for domestic  investment
analysis and portfolio management at LMC. He has 26 years investment experience.
Prior to joining the Manager in 1986,  Mr.  Wapnick was an equity  analyst  with
Merrill  Lynch,  J.&W.  Seligman,  Dean Witter and most  recently  Union Carbide
Corporation.  Mr.  Wapnick is a graduate of  Dartmouth  College  and  received a
Master's Degree in Business Administration from Columbia University.
    

LEXINGTON GNMA INCOME FUND

   
     Denis P. Jamison  manages the Lexington  GNMA Income Fund.  Mr.  Jamison is
Senior Vice  President and Director  Fixed Income  Strategy of the Manager.  Mr.
Jamison is responsible for fixed-income portfolio management.  He is a member of
the New York Society of Security Analysts. Prior to joining the Manager in 1981,
Mr.  Jamison had spent nine years at Arnold  Bernhard & Company,  an  investment
counseling  and  financial  services  organization.  At Bernhard,  he was a Vice
President  supervising  the  security  analyst  staff  and  managing  investment
portfolios. He is a specialist in government, corporate and municipal bonds. Mr.
Jamison is a graduate of the City College of New York with a B.A. in Economics.

LEXINGTON INTERNATIONAL FUND

     Richard T. Saler is the lead manager on an investment  management team that
manages the Lexington  International  Fund. Mr. Saler is Senior Vice  President,
Director of  International  Investment  Strategy of the  Manager.  Mr.  Saler is
responsible for international  investment  analysis and portfolio  management at
the Manager. He has ten years of investment experience. Mr. Saler has focused on
international  markets since first joining the Manager in 1986. In 1991 he was a
strategist with Nomura Securities and rejoined the Manager in 1992. Mr. Saler is
a graduate of New York  University with a B.S. Degree in Marketing and an M.B.A.
in   Finance   from  New  York   University's   Graduate   School  of   Business
Administration.

     PHILLIP A. SCHWARTZ is a co-manager on an investment  management  team that
manages the Lexington  International  Fund. Mr.  Schwartz is a Vice President of
the Manager,  Chartered  Financial  Analyst and member of the New York  Security
Analysts  Association.  He is responsible for international  investment analysis
and  portfolio  management  at the  Manager,  and  has  eight  years  investment
experience.  Prior to joining Lexington in 1993, Mr. Schwartz was Vice President
of  European  Research  Sales  with  Cheuvreux  De Virieu in Paris and New York,


                                       45
<PAGE>

serving the  institutional  market.  Prior to Cheuvreux,  he was affiliated with
Olde and Co. and Kidder, Peabody as a stockbroker.  Mr. Schwartz earned his B.A.
and M.A. degrees from Boston University.
    

LEXINGTON MONEY MARKET TRUST

   
     DENIS P. JAMISON is portfolio  manager of the Lexington Money Market Trust.
Mr.  Jamison  also  manages the  Lexington  GNMA  Income Fund and the  Lexington
Ramirez  GlobalIncome  Fund.  Mr.  Jamison is Senior Vice President and Director
Fixed  Income  Strategy of  Lexington  Management  Corporation.  Mr.  Jamison is
responsible for  fixed-income  portfolio  management.  He is a member of the New
York  Society of Security  Analysts.  Prior to joining the Manager in 1981,  Mr.
Jamison  had spent  nine  years at Arnold  Bernhard  &  Company,  an  investment
counseling  and  financial  services  organization.  At Bernhard,  he was a Vice
President  supervising  the  security  analyst  staff  and  managing  investment
portfolios. He is a specialist in government, corporate and municipal bonds. Mr.
Jamison is a graduate of the City College of New York with a B.A. in Economics.
    

LEXINGTON RAMIREZ GLOBAL INCOME FUND

   
     Denis P. Jamison  manages the Lexington  Ramirez  Global  Income Fund.  Mr.
Jamison is Senior Vice President and Director Fixed Income Strategy of Lexington
Management  Corporation.  Mr. Jamison is responsible for fixed-income  portfolio
management.  He is a member of the New York Society of Security Analysts.  Prior
to joining  the  Manager  in 1981,  Mr.  Jamison  had spent nine years at Arnold
Bernhard  &  Company,   an  investment   counseling   and   financial   services
organization.  At Bernhard,  he was a Vice  President  supervising  the security
analyst  staff  and  managing  investment  portfolios.  He  is a  specialist  in
government, corporate and municipal bonds. Mr. Jamison is a graduate of the City
College of New York with a B.A. in Economics.

     MARIA  FIORINI  RAMIREZ,  President  and  Chief  Executive  Officer  of MFR
Advisors  Inc. In 1973 she started a ten year  association  with Merrill  Lynch,
serving as Vice President and Senior Money Market  Economist.  She joined Becker
Paribas in 1984 as Vice  President  and Senior  Money  Market  Economist  before
joining Drexel Burnham  Lambert that same year as First Vice President and Money
Market Economist.  She was promoted to Managing Director of Drexel in 1986. From
April,  1990 to August 1992, Ms.  Ramirez was the President and Chief  Executive
Officer of Maria Ramirez Capital Consultants, Inc., a subsidiary of John Hancock
Freedom Securities Corporation. Ms. Ramirez established MFR in August, 1992, MFR

                                       46
<PAGE>

is Sub-Adviser to the Lexington  Ramirez Global Income Fund. Ms. Ramirez holds a
B.A. in Business Administration and Economics from Pace University.
    

LEXINGTON SMALLCAP VALUE FUND

   
      DENNIS  HAMILTON  is one of two lead  managers  (Robb W. Rowe is the other
lead manager) of a portfolio management team that manages the Lexington SmallCap
Value Fund.  Mr.  Hamilton is Vice  President and  Portfolio  Manager of Capital
Technology,  Inc. ("CTI").  He is responsible for issue selection and the day to
day investment  activities of the Lexington  SmallCap  Value Fund. Mr.  Hamilton
joined CTI in 1994 after being a principal at Mercer Investment Consulting, Inc.
He has also served as Director of Pension  Investment for several  multi-billion
dollar corporate pension funds and was President and Chief Investment Officer of
Western Reserve Capital Management,  Inc., an SEC registered investment advisor.
He is an Honors  graduate of Colgate  University  and earned an MBA from Harvard
Business School in 1971.

     ROBB W. ROWE is one of two lead  managers  (Mr.  Hamilton is the other lead
manager) of a portfolio  management  team that  manages the  Lexington  SmallCap
Value Fund.  Mr.  Rowe is  President  and  principal  shareholder  of CTI. He is
responsible for the Lexington SmallCap Value Fund's overall investment strategy.
Mr. Rowe joined CTI in 1982 after being Vice  President and Regional  Manager of
AG Becker Co. He is a graduate  of Ripon  College  and  received an MBA from the
University of Chicago in 1971.
    

LEXINGTON TROIKA DIALOG RUSSIA FUND

   
      PETER DERBY is a manager on a portfolio  management  team that manages the
Lexington  Troika Dialog Russia Fund.  Mr. Derby is the Chairman of the Board of
TDAM and is the President,  Chief Executive Officer and founder of Troika Dialog
and is the President and Chief  Executive  Officer of Dialog Bank, a position he
has held since 1991.  Mr.  Derby  participated  in the  drafting  of  corporate,
banking and  securities  legislation  in Russia and is currently a member of the
Expert Council of Russia's Federal  Securities  Exchange  Commission.  Mr. Derby
holds numerous director positions in Russian enterprises and charities;  he is a
founding and current  Member of the Board of the Moscow  International  Currency
Exchange,  and is a Member of the Board of Directors of the American  Chamber of
Commerce in Russia.  Mr.  Derby is  Treasurer  and Member of the Board of Junior
Achievement  in  Russia.  He  is  a  founding  Member  of  the  Russian-American
Professional Club in New York City.

     NANCY HERRING is a lead manager of a portfolio management team that manages
the  Lexington  Troika  Dialog  Russia  Fund.  Ms.  Herring  manages the Russian
    


                                       47
<PAGE>

   
domestic mutual funds of Troika Dialog.  She was appointed  Managing Director in
1996. Before joining TDAM, Ms. Herring, a U.S. citizen,  was a portfolio manager
of a U.S. equity fund for Dean Witter Intercapital.  In all, she has over twelve
years  of  security  industry  experience.   Her  Master's  Degree  in  Business
Administration  was earned in  International  Business  and  Finance at Columbia
University Graduate School of Business.

     GAVIN RANKIN is a lead manager of a portfolio  management team that manages
the Lexington Troika Dialog Russia Fund. Mr. Rankin is Head of Research for TDAM
and Troika Dialog. He is responsible,  along with other members of the portfolio
management  team, for the Fund's  overall  investment  strategy.  Before joining
Troika Dialog, he was the Founder and Chief Executive Officer of Lonpra A.S., an
investment  banking firm in Czechoslovakia in 1991. Mr. Rankin received a degree
in law (L.L.B.) from the  University of Buckingham in England and also qualified
as a  Chartered  Accountant  with Price  Waterhouse.  Mr.  Rankin has  extensive
experience in East European equity research and management.

     RUBEN  VARDANIAN is a manager on a portfolio  management  team that manages
the Lexington  Troika Dialog Russia Fund. Mr. Vardanian is President of TDAM and
Executive  Director of Troika Dialog.  Mr. Vardanian,  a Russian national,  is a
sitting member of the Moscow Times Index Composition Committee. He is a Director
and  former  Chairman  of the  Board of  Directors  of the  Depository  Clearing
Company.  He is also  Chairman of the Board of Directors of the Russian  capital
markets self-regulatory  organization (PAUFOR). Mr. Vardanian received a Masters
Degree with Distinction from the Finance  Department of Moscow State University.
He  received  post-graduate  training  with Banca CRT in Italy and the  Emerging
Markets Division of Merrill Lynch in New York.

LEXINGTON WORLDWIDE EMERGING MARKETS FUND

     Richard T. Saler is the lead manager on an investment  management team that
manages the Lexington  Worldwide Emerging Markets Fund. Mr. Saler is Senior Vice
President,  Director of International  Investment  Strategy of the Manager.  Mr.
Saler  is  responsible  for  international  investment  analysis  and  portfolio
management at the Manager. He has ten years of investment experience.  Mr. Saler
has focused on international markets since first joining the Manager in 1986. In
1991 he was a  strategist  with Nomura  Securities  and  rejoined the Manager in
1992.  Mr.  Saler is a graduate  of New York  University  with a B.S.  Degree in
Marketing and an M.B.A. in Finance from New York University's Graduate School of
Business Administration.

    

                                       48
<PAGE>

   
                       MANAGEMENT FEES AND OTHER EXPENSES

      The  Manager  provides  the  Funds  with  advice  on  buying  and  selling
securities,  manages the Funds'  Investments,  including the placement of orders
for  portfolio  transactions,  furnishes the Funds with office space and certain
administrative  services and provides personnel needed by the Funds with respect
to the  Manager's  responsibilities  under the Manager's  Investment  Management
Agreement with each fund. The Manager also compensates the members of the Funds'
Board of Directors or Trustees who are  interested  persons of the Manager,  and
assumes  the  cost  of  printing   prospectuses  and  shareholder   reports  for
dissemination to prospective investors.

     The management  fees for all the Funds except  Lexington  Growth and Income
Fund,  Lexington  GNMA Income Fund and  Lexington  Money Market Trust are higher
than for most mutual funds.

      As  compensation,  each  Lexington  Fund pays the Manager a management fee
(accrued  daily but paid when  requested by the Manager) based upon the value of
the average daily net assets of that fund, according to the following table.
<TABLE>
<CAPTION>

                                               MANAGEMENT FEE                     AVERAGE DAILY NET
                                                (ANNUAL RATE)                  ASSETS (IF APPLICABLE)
------------------------------------------------------------------------------------------------------
<S>                                                 <C>                                <C>
Lexington Crosby Small Cap
   Asia Growth Fund                                 1.25%                                  *
------------------------------------------------------------------------------------------------------
Lexington International Fund                        1.00%                                  *
------------------------------------------------------------------------------------------------------
Lexington Ramirez Global
   Income Fund                                      1.00%                                  *
------------------------------------------------------------------------------------------------------
Lexington Troika Dialog Russia Fund                 1.25%                                  *
------------------------------------------------------------------------------------------------------
Lexington Worldwide Emerging
   Markets Fund                                     1.00%                                  *
------------------------------------------------------------------------------------------------------
Lexington Convertible
   Securities Fund                                  1.00%                                  *
-----------------------------------------------------------------------------------------------------
Lexington Growth and                                0.75%                        First $100 million
  Income fund                                       0.60%                        Next $50 million
                                                    0.50%                        Next $100 million
                                                    0.40%                        Over $250 million
------------------------------------------------------------------------------------------------------
Lexington SmallCap Value Fund                       1.00%                                  *
------------------------------------------------------------------------------------------------------
Lexington Goldfund                                  1.00%                        First $50 million
                                                    0.75%                        Over $50 million
-------------------------------------------------------------------------------------------------------
Lexington GNMA Income Fund                          0.60%                                  *
-------------------------------------------------------------------------------------------------------
Lexington Money Market Trust                        0.50%                                  *
-------------------------------------------------------------------------------------------------------
</TABLE>

*One rate applies to the Fund's average daily net assets
    

                                       49
<PAGE>

   
      The Manager also serves as the Funds' Administrator (the "Administrator").
The  Administrator  performs  services  with  regard to various  aspects of each
fund's administrative operations at cost.

      Each fund is responsible for its own operating expenses including, but not
limited  to:  the  Manager's  fees;  taxes,  if any;  brokerage  and  commission
expenses,   if  any;  interest  charges  on  any  borrowings;   transfer  agent,
administrator,  custodian,  legal and auditing fees;  shareholder servicing fees
including fees to third-party servicing agents; fees and expenses of Director or
Trustees  who are not  interested  persons of the  Manager;  salaries of certain
personnel;  costs and expenses of calculating  its daily net asset value;  costs
and expenses of accounting,  bookkeeping  and record keeping  required under the
Investment Company Act of 1940; insurance premiums; trade association dues; fees
and expenses of registering and maintaining  registration of its shares for sale
under federal and applicable  state  securities  laws; all costs associated with
shareholders  meetings and the preparation and dissemination of proxy materials,
except  for  meetings  called  solely  for the  benefit  of the  Manager  or its
affiliates;   printing  and  mailing  prospectuses,   statements  of  additional
information  and reports to  shareholders;  and other expenses  relating to that
fund's operations, plus any extraordinary and nonrecurring expenses that are not
expressly assumed by the Manager.

      For certain funds,  the Manager has agreed to reduce its management fee if
necessary  to keep total  annual  operating  expenses at or below the  following
percentages  of each fund's  average daily net assets.  Lexington  International
Fund, one and  three-quarters  percent (1.75%);  Lexington Ramirez Global Income
Fund, one and one-half  percent  (1.50%);  Lexington  Troika Dialog Russia Fund,
three and thirty-five one-hundredths of one percent (3.35%); and Lexington Money
Market  Trust,  one  percent  (1.00%).  The Manager  also may reduce  additional
amounts  in these or other of the  Funds  to  increase  the  return  to a fund's
investors. The Manager may terminate these voluntary reductions at any time.

      In addition,  the Manager may elect to absorb  operating  expenses  that a
fund is obligated to pay to increase the return to that fund's investors. If the
Manager  performs a service or assumes an operating  expense for which a fund is
obligated to pay and the  performance of such service or payment of such expense
is not an obligation of the Manager under the Investment  Management  Agreement,
the Manager is entitled to seek  reimbursement  from that fund for the Manager's
costs incurred in rendering  such service or assuming such expense.  The Manager
also may compensate  broker-dealers and other  intermediaries  that distribute a
fund's  shares  as  well  as  other  service   providers  of   shareholder   and
administrative  services.  The Manager may also sponsor seminars and educational
programs on the Funds for financial intermediaries and shareholders.
    

                                       50
<PAGE>

   
      The Manager  considers a number of factors in determining which brokers or
dealers to use for each fund's  portfolio  transactions.  Although these factors
are more fully  discussed  in the  Statement  of  Additional  Information,  they
include,  but are not  limited to,  reasonableness  of  commissions,  quality of
services,  and  execution  and  availability  of  research  that the Manager may
lawfully  and  appropriately  use  in its  investment  management  and  advisory
capacities.  Provided the Funds receive prompt execution at competitive  prices,
the  Manager  also  may  consider  the sale of a fund's  shares  as a factor  in
selecting broker-dealers for that fund's portfolio transactions.

      It is  anticipated  that Troika Dialog or  SocGen-Crosby  Securities  (HK)
Limited  may  act as two of the  Fund's  brokers  in the  purchase  and  sale of
portfolio securities and, in that capacity,  will receive brokerage  commissions
from the Funds.  The Funds will use Troika  Dialog or  SocGen-Crosby  Securities
(HK)  Limited as its broker  only when,  in the  judgement  of the  Manager  and
pursuant to review by the Boards of Directors,  Troika  Dialog or  SocGen-Crosby
Securities  (HK) Limited will obtain a price and execution at least as favorable
as that available from other qualified brokers. See "Portfolio  Transactions and
Brokerage Commissions" in the Statement of Additional Information.
    

                                       51
<PAGE>

   
                            HOW TO CONTACT THE FUNDS

      Call a Lexington shareholder service representative  Monday-Friday between
9-5 ET for information on the Funds or your account, at:
    

                  (800) 526-0056 OR (201) 845-7300 FOR SERVICE

                 (800) 526-0052 FOR 24 HOUR ACCOUNT INFORMATION

      Mail your  completed  application,  any checks,  investment  or redemption
instructions and correspondence to the Transfer Agent:

                                      TRANSFER AGENT:
                                      State Street Bank and Trust Company
                                      c/o National Financial Data Services
                                      Lexington Funds
                                      1004 Baltimore
                                      Kansas City, Missouri 64105

                           HOW TO INVEST IN THE FUNDS

      The Funds' shares are offered directly to the public,  with no sales load,
at their next determined net asset value after receipt of an order with payment.
The Funds'  shares are offered for sale by State  Street Bank and Trust  Company
(the "Transfer Agent") and through selected securities brokers and dealers.

      If an order,  together  with  payment in proper  form,  is received by the
Transfer  Agent by 4:00 p.m.,  New York time, on any day that the New York Stock
Exchange  ("NYSE") is open for  trading,  fund shares will be  purchased  at the
fund's  next-determined  net asset value.  Orders for fund shares received after
the Funds' cutoff times will be purchased at the next-determined net asset value
after receipt of the order.

   
      The minimum  investment  in each fund is  described in this  section.  The
Manager or the  Distributor,  in its discretion,  may waive these minimums.  The
Funds do not accept third-party  checks or cash investments.  Third party checks
are defined as checks made payable to someone  other than the Fund.  Checks must
be in U.S. dollars and, to avoid fees and delays, drawn only on banks located in
the U.S. See the Statement of Additional Information for further details.
    

                                       52
<PAGE>

INITIAL INVESTMENTS

      Minimum Initial Investment (except Lexington
        Troika Dialog Russia Fund):$1,000

      MINIMUM INITIAL INVESTMENT FOR THE LEXINGTON TROIKA
        DIALOG RUSSIA FUND:$5,000

INITIAL INVESTMENTS BY CHECK

     o    Complete  the New Account  Application.  Tell us in which  fund(s) you
          want to invest and make your check payable to THE LEXINGTON FUNDS.

     o    Mail the New Account  Application  and check to the Transfer  Agent at
          the address given above.

     o    A charge may be imposed on checks that do not clear.

     o    The Funds and the  Distributor  each  reserve  the right to reject any
          purchase order in whole or in part.

INITIAL INVESTMENTS BY WIRE

   
     o    Shares of the Funds may be purchased by wire if a prospectus  has been
          received and read prior to investing. The purchase will be made at the
          net asset value on the day received if the wire is received prior to 4
          pm ET.

     o    Telephone the Funds toll-free at 1-800-526-0056. Provide the Fund with
          your name,  dollar amount to be invested and fund(s) in which you want
          to invest. They will provide you with further instructions to complete
          your  purchase.  Complete  information  regarding your account must be
          included in all wire  instructions to ensure accurate handling of your
          investment.
    

     o    Request your bank to transmit immediately  available funds by wire for
          purchase of shares in your name to the following:

   
                        State Street Bank and Trust Company
                        Account No. 99043713
                            Re: Lexington Fund you are
                            investing in
                        Account of (your Registration)
                        Account # (of new account)
                        ABARouting Number 011000028
    

     O    A COMPLETED NEW ACCOUNT APPLICATION MUST THEN BE FORWARDED TO THE FUND
          AT THE ADDRESS ON THE APPLICATION.

     o    Your bank may charge a fee for any wire transfers.

                                       53
<PAGE>

     o    The Funds and the  Distributor  each  reserve  the right to reject any
          purchase order in whole or in part.

MINIMUM SUBSEQUENT INVESTMENT:                                              $50

     SUBSEQUENT INVESTMENTS BY CHECK

     o    Make your check payable to The Lexington Funds. Enclose the detachable
          form which  accompanies the Transfer  Agent's  confirmation of a prior
          transaction  with your check. If you do not have the detachable  form,
          mail your check with written instructions indicating the fund name and
          account number to which your investment should be credited.

     o    A charge may be imposed on checks that do not clear.

     SUBSEQUENT INVESTMENTS BY WIRE

     o    You do not  need  to  contact  the  Transfer  Agent  prior  to  making
          subsequent  investments  by wire.  Instruct your bank to wire funds to
          the  Transfer  Agent using the bank wire  information  under  "Initial
          Investments by Wire" above.

     "LEX-O-MATIC" THE AUTOMATIC INVESTMENT PLAN

     o    A shareholder may make additional purchases of shares automatically on
          a monthly  or  quarterly  basis  with the  automatic  investing  plan,
          "Lex-O-Matic."

     o    "Lex-O-Matic"  will be established on existing  accounts only. You may
          not use a "Lex-O-Matic"  investment to open a new account. The minimum
          automatic investment amount is $50.

     o    Your bank must be a member of the Automated Clearing House.

     o    To establish Lex-O-Matic,  attach a voided check (checking account) or
          preprinted deposit slip  (savings  account)  from your bank account to
          your Lexington Account Application or your letter of instruction.

   
     o    Investments will  automatically  be  transferred  into your  Lexington
          Account from your checking or savings account. The institution must be
          an Automated Clearing House (ACH) member.
    

     o    Investments may be transferred either monthly or quarterly on or about
          the 15th day of the month.

     o    You  should  allow  20  business  days  for  this  service  to  become
          effective.

     o    You may cancel your  Lex-O-Matic at any time provided that a letter is
          sent to the Transfer Agent ten days prior to the scheduled  investment
          date. Your request will be processed upon receipt.

                                       54
<PAGE>

      By investing in the  Lexington  Funds,  you appoint the Transfer  Agent as
your agent to establish an open  account to which all shares  purchased  will be
credited, along with any dividends and capital gain distributions which are paid
in additional  shares (see "Dividends and  Distributions").  Stock  certificates
will be issued,  upon  written  request,  for full  shares of  Lexington  Funds.
Certificates  will not be issued for 30 days unless payment is made by certified
check, cashier's check or federal funds wire. In order to facilitate redemptions
and transfers, most shareholders elect not to receive certificates.

      You may purchase shares of the Lexington Funds through  broker-dealers  or
financial institutions that have selling agreements with LFD. Broker-dealers and
financial  institutions  that process such orders for customers may charge a fee
for their  services.  The fee may be avoided by purchasing  shares directly from
the Lexington Funds.

                    HOW TO REDEEM AN INVESTMENT IN THE FUNDS

   
      The Funds will  redeem  all or any  portion  of an  investors  outstanding
shares upon  request.  Redemptions  can be made on any day that the NYSE is open
for  trading.  The  redemption  price is the net  asset  value  per  share  next
determined after the shares are validly tendered for redemption and such request
is  received  by the  Transfer  Agent.  Payment of  redemption  proceeds is made
promptly  regardless of when  redemption  occurs and normally  within three days
after  receipt of all documents in proper form,  including a written  redemption
order with appropriate  signature guarantee.  Redemption proceeds will be mailed
or wired in accordance with the shareholders instructions. The Funds may suspend
the right of redemption under certain extraordinary  circumstances in accordance
with the rules of the SEC. In the case of shares purchased by check and redeemed
shortly after the purchase, the Transfer Agent will not mail redemption proceeds
until it has been  notified  that the  monies  used for the  purchase  have been
collected,  which may take up to 15 days from the purchase  date. You may redeem
shares of the Lexington Funds through  broker-dealers or financial  institutions
that have selling agreements with LFD. Broker-dealers and financial institutions
that process such orders for customers may charge a fee for their services.  The
fee may be avoided by redeeming shares directly from the Lexington Funds.

      A 2%  redemption  fee will be charged on the  redemption  of shares of the
Lexington  Troika Dialog Russia Fund held less than 365 days. The redemption fee
will not apply to shares  representing the reinvestment of dividends and capital
gains  distributions.  The  redemption  fee will be  applied on a share by share
basis using the "first  shares in, first shares out" (FIFO)  method.  Therefore,
the oldest shares are considered to have been sold first.
    

                                       55
<PAGE>

       REDEEMING BY WRITTEN INSTRUCTION

     o    Write a letter giving your name,  account number, the name of the fund
          from  which  you wish to  redeem  and the  dollar  amount or number of
          shares you wish to redeem.

   
     o    Signature guarantee your letter if you want the redemption proceeds to
          go to a party other than the account owner(s), your predesignated bank
          account or if the dollar amount of the redemption exceeds $25,000. The
          Transfer Agent requires that the guarantor be either a commercial bank
          which is a member of the FederalDeposit Insurance Corporation, a trust
          company,  a savings and loan  association,  a savings  bank,  a credit
          union, a member firm of a domestic stock exchange, or a foreign branch
          of  any  of the  foregoing.  A  NOTARY  PUBLIC  IS  NOT AN  ACCEPTABLE
          GUARANTOR. CONTACT THE FUND FOR MORE INFORMATION.
    

     o    If a redemption  request is sent to the Fund in New Jersey, it will be
          forwarded to the Transfer  Agent and the effective  date of redemption
          will be the date received by the Transfer Agent.

   
     o    Checks for  redemption  proceeds  will normally be mailed within three
          business  days, but will not be mailed until all checks in payment for
          the shares to be redeemed have been cleared.  Shareholders  who redeem
          all their  shares will receive a check  representing  the value of the
          shares  redeemed  plus  the  accrued  dividends  through  the  date of
          redemption.  Where shareholders redeem only a portion of their shares,
          all  dividends  declared  but unpaid  will be  distribute  on the next
          dividend payment date. The Transfer Agent will restrict the mailing of
          redemption  proceeds to a shareholder address of record within 30 days
          of such  address  being  changed,  unless the  shareholder  provides a
          signature guaranteed letter of instruction.
    

       REDEEMING BY TELEPHONE

   
     o    Shares of the Funds may redeemed by telephone.  A telephone redemption
          in good order  will be  processed  at the net asset  value of the Fund
          next  determined.  There is a maximum  telephone  redemption  limit of
          $100,000.  Call the Fund  between  9 a.m.  and 4 p.m.  ET toll free at
          1-800-526-0056.
    

     o    A  redemption  authorization  and  signature  guarantee  must be given
          before  a   shareholder   may  redeem  by   telephone.   A  redemption
          authorization  form is  contained in the New Account  Application  and
          authorization forms may be obtained by calling the Funds.

   
     o    Shareholders  may elect on the redemption  authorization  form to have
          redemption  proceeds,  in any  amount  of $200 or more,  mailed to the
          registered  address  or to any  other  designated  person.  There is a
          minimum  of $1,000 to have your  Redemption  proceeds  wired to a bank
          account.  A new form must be completed whenever these instructions are
          revised.
    

                                       56
<PAGE>

   

     o    Telephone  redemption  privileges may be canceled by  instructing  the
          Transfer  Agent  in  writing.  Your  request  will be  processed  upon
          receipt.

     o    Telephone  Exchanges  may only  involve  shares held on deposit by the
          Transfer   Agent,   not  shares  held  in  certificate   form  by  the
          shareholder.

     o    Exchange/Redemption  by  telephone,   see  below   "Exchange/Telephone
          Privileges and Restrictions."

     REDEEMING BY CHECK

     o    Checkwriting is available on the Lexington Money Market Trust.
    

     o    The  minimum  amount  per check is $100 or more up to  $500,000  at no
          charge.  Checks  for  less  than  $100 or over  $500,000  will  not be
          honored.

     o    All checks require only one signature unless otherwise indicated.

     o    Checks will be returned to you at the end of each month.

     o    Redemption  checks are free, but a charge of $15.00 may be imposed for
          any stop payments requested.

     o    Redemption checks should not be used to close your account.

     o    Procedures for  redemptions by telephone,  at no charge,  or check may
          only be used for shares  for which  share  certificates  have not been
          issued,  and may not be used to redeem shares purchased by check which
          have been on the books of the Fund for less than 15 days.

SYSTEMATIC WITHDRAWAL PLAN

   
      Under a Systematic Withdrawal Plan, a shareholder with an account value of
$10,000 or more in a fund may receive (or have sent to a third  party)  periodic
payments (by check or wire). If the proceeds are to be mailed to a third party a
signature  guarantee is required.  The minimum  payment amount is $100 from each
fund  account.  Payments  may  be  made  monthly,  quarterly,  semi-annually  or
annually.  Systematic  withdrawals  occur on the 28th of each month. If the 28th
falls on a weekend  or  holiday,  the  withdrawal  will  occur on the  preceding
business day. Depending on the form of payment requested, shares may be redeemed
up to five  business  days before the  redemption  proceeds are  scheduled to be
received by the  shareholder.  The redemption  may result in the  recognition of
gain or loss for income tax purposes.
    

                                       57
<PAGE>

   
EXCHANGE/TELEPHONE REDEMPTION PRIVILEGES AND RESTRICTIONS

      Shares of the  Lexington  Funds may be exchanged  for shares of equivalent
value of any Lexington  Fund. If an exchange  involves  investing in a Lexington
Fund not already owned,  the dollar amount of the exchange must meet the minimum
initial  investment amount. An exchange may result, in a recognized gain or loss
for income tax purposes.  Exchanges  over $500,000 may take up to three business
days  to  complete.   See  the  discussion  of  fund  telephone  procedures  and
limitations of liability under "Telephone Transactions" above.
    

     PURCHASING AND REDEEMING SHARES BY EXCHANGE

   
     o    You may make exchange/redemption  requests in writing or by telephone.
          Telephone exchanges may only be made if you have completed a Telephone
          Authorization form.  Telephone exchanges may not be made within 7 days
          of a previous exchange.

     o    The minimum exchange  required is $500,  unless a new account is being
          established.

     o    Telephone  exchanges/redemptions  may  only  involve  shares  held  on
          deposit by the Transfer Agent,  not shares held in certificate form by
          the shareholder.

     o    Any new  account  established  by a  shareholder  will  also  have the
          privilege  of  exchange  by  telephone  in the  Lexington  Funds.  All
          accounts involved in a telephonic exchange must have the same dividend
          option as the account from which the shares are transferred.

     o    Telephone  redemption  privileges are not available on retirement plan
          accounts.

TELEPHONE EXCHANGE/TELEPHONE REDEMPTION IDENTIFICATION PROCEDURES

      You agree that neither LFD,  the  Transfer  Agent,  or the Fund(s) will be
liable for any loss,  expense or cost  arising out of any  requests  effected in
accordance  with this  authorization  which would include  requests  effected by
imposters or persons otherwise unauthorized to act on behalf of the account. The
above provision is subject to the procedures  outlined below.  LFD, the Transfer
Agent  and  the  Fund,  will  employ  reasonable   procedures  to  confirm  that
instructions  communicated  by  telephone  are genuine and if they do not employ
reasonable  procedures  they may be liable for any losses due to unauthorized or
fraudulent instructions.  The following  identification  procedures may include,
but are not limited to, the following: account number, registration and address,
taxpayer  identification number and other information particular to the account.
In addition,  all telephone exchange and telephone redemption  transactions will
take place on recorded telephone lines and each transaction will be confirmed in
    

                                       58
<PAGE>

   
writing by the Fund. If the  Shareholder  is an entity other than an individual,
such entity may be  required  to certify  that  certain  persons  have been duly
elected  and are now  legally  holding  the  titles  given  and  that  the  said
corporation,  trust,  unincorporated  association,  etc. is duly  organized  and
existing  and has  the  power  to  take  action  called  for by this  continuing
authorization.
    

                        HOW NET ASSET VALUE IS DETERMINED

      The net asset value of each Fund is determined once daily as of 4:00 p.m.,
New York  time,  on each day that the NYSE is open for  trading.  Per  share net
asset value is  calculated by dividing the value of each fund's total net assets
by the total number of that fund's shares then outstanding.

   
      As more  fully  described  in the  Statement  of  Additional  Information,
portfolio securities are valued using current market valuations: either the last
reported  sales  price  or,  in the case of  securities  for  which  there is no
reported last sale and fixed-income securities, the mean between the closing bid
and asked  price.  Securities  traded  over-the-counter  are  valued at the mean
between  the last  current  bid and asked  price.  Securities  for which  market
quotations  are not readily  available or which are illiquid are valued at their
fair  values as  determined  in good faith under the  supervision  of the Funds'
officers, and by the Manager and the Boards, in accordance with methods that are
specifically authorized by the Boards. Short-term obligations with maturities of
60 days or less are valued at amortized cost as reflecting fair value. When Fund
management deems it appropriate  prices obtained for the day of valuation from a
third party pricing service will be used to value portfolio securities.
    

      The value of securities  denominated  in foreign  currencies and traded on
foreign  exchanges or in foreign markets will be translated into U.S. dollars at
the last price of their respective  currency  denomination  against U.S. dollars
quoted by a major bank or, if no such  quotation  is  available,  at the rate of
exchange determined in accordance with policies established in good faith by the
Boards.  Because the value of securities  denominated in foreign currencies must
be translated into U.S. dollars, fluctuations in the value of such currencies in
relation  to the U.S.  dollar may affect the net asset value of fund shares even
without  any  change  in  the   foreign-currency   denominated  values  of  such
securities.

      Because  foreign  securities  markets may close before the Funds determine
their net asset  values,  events  affecting  the value of  portfolio  securities
occurring  between  the time  prices  are  determined  and the  time  the  Funds
calculate their net asset values may not be reflected unless the Manager,  under
supervision of the Board,  determines that a particular  event would  materially
affect a fund's net asset value.

                                       59
<PAGE>

DISTRIBUTION PLAN

   
     The Lexington  Convertible  Securities Fund, Lexington Goldfund,  Lexington
Growth and Income Fund,  Lexington  International Fund, Lexington Ramirez Global
Income Fund,  Lexington  SmallCap Value Fund and Lexington  Troika Dialog Russia
Fund have each adopted a Distribution  Plan. The Distribution Plan provides that
the  Funds  may pay  distribution  fees up to 0.25% of their  average  daily net
assets for distribution services.
    

SHAREHOLDER SERVICE AGREEMENTS

   
      The  Lexington  Crosby Small Cap Asia Growth Fund,  Lexington  GNMA Income
Fund and Lexington  Worldwide  Emerging  Markets Fund may enter into Shareholder
Servicing  Agreements  with  one  or  more  Shareholder  Servicing  Agents.  The
Shareholder Servicing Agents provide various services to shareholders. For these
services,  each  Shareholder  Servicing  Agent  receives fees up to 0.25% of the
average  daily net assets of the Fund  represented  by shares  owned  during the
period for which  payment is made.  The Manager,  at no  additional  cost to the
Funds, may pay to Shareholder  Servicing Agents additional amounts from its past
profits.  Each Shareholder  Servicing Agent may, from time to time,  voluntarily
waive all or a portion of the fees payable to it.

TAX-SHELTERED RETIREMENT PLANS

      The Funds offers a Prototype Pension and Profit Sharing Plan,  including a
Keogh  Plan,  IRA's,  SEP-IRA's  and IRA  Rollover  Accounts,  401(k)  Plans and
403(b)(7)  Plans.  Plan support  services are available  through the Shareholder
Services Department of LMC. For further information call 1-800-526-0056.
    

                                       60
<PAGE>

                           DIVIDENDS AND DISTRIBUTIONS

      Each fund distributes  substantially  all of its net investment income and
net capital gains to  shareholders  each year.  The amount and frequency of fund
distributions  are  not  guaranteed  and  are at the  discretion  of the  Board.
Currently,  the Lexington Funds intend to distribute  according to the following
schedule:
<TABLE>
<CAPTION>

                                    INCOME DIVIDENDS                     CAPITAL GAINS
---------------------------------------------------------------------------------------------------
<S>                                 <C>                                  <C>
LEXINGTON CONVERTIBLE               Declared and paid quarterly          Declared and paid annually
   SECURITIES FUND
LEXINGTON GROWTH AND INCOME FUND
LEXINGTON RAMIREZ GLOBAL
   INCOME FUND
---------------------------------------------------------------------------------------------------
LEXINGTON GNMA INCOME FUND          Declared and paid monthly            Declared and paid annually
---------------------------------------------------------------------------------------------------
LEXINGTON CROSBY SMALL CAP          Declared and paid annually           Declared and paid annually
   ASIA GROWTH FUND
LEXINGTON INTERNATIONAL FUND
LEXINGTON SMALLCAP VALUE FUND
LEXINGTON TROIKA DIALOG
   RUSSIA FUND
   
LEXINGTON WORLDWIDE
   EMERGING MARKETS FUND
---------------------------------------------------------------------------------------------------
LEXINGTON GOLDFUND                  Declared and paid                    Declared and paid
                                    semi-annually                        semi-annually
    
---------------------------------------------------------------------------------------------------
LEXINGTON MONEYMARKET               Declared daily                       Not expected
   TRUST                            and paid monthly
---------------------------------------------------------------------------------------------------
</TABLE>

      Unless investors request cash distributions in writing,  all dividends and
other distributions will be reinvested automatically in additional shares of the
applicable  fund and  credited  to the  shareholders  account at the closing net
asset value on the reinvestment date.

DISTRIBUTIONS AFFECT A FUND'S NET ASSET VALUE

      Distributions are paid to you as of the record date of a distribution of a
fund,  regardless  of how long you have held the shares.  Dividends  and capital
gains awaiting  distribution  are included in each fund's daily net asset value.
The share  price of a fund  drops on the  ex-dividend  date by the amount of the
distribution,  net of any subsequent market  fluctuations.  For example,  assume
that on December 31, the Lexington Growth and Income Fund declared a dividend in
the amount of $0.50 per share.  If the Lexington  Growth and Income Fund's share
price was $10.00 on December  30, the Fund's share price on December 31 would be
$9.50, barring market fluctuations.

                                       61
<PAGE>

"BUYING A DIVIDEND"

      If you buy shares of a fund just before a  distribution,  you will pay the
full price for the shares and receive a portion of the purchase  price back as a
taxable distribution.  This is called "buying a dividend." In the example above,
if you bought  shares on December  30, you would have paid $10.00 per share.  On
December  31,  the Fund  would pay you $0.50  per share as a  dividend  and your
shares would now be worth $9.50 per share. Unless your account is a tax-deferred
account,  dividends  paid to you would be included in your gross  income for tax
purposes even though you may not have  participated in the increase of net asset
value of the Fund, regardless of whether you reinvested the dividends.

                                    TAXATION

      Each of the funds has  elected  and  intends to  continue to qualify to be
treated as a regulated  investment  company  under  Subchapter M of the Code, by
distributing  substantially  all of its net  investment  income and net  capital
gains to its shareholders and meeting other requirements of the Code relating to
the sources of its income and diversification of assets. Accordingly,  the Funds
generally  will not be liable for federal  income tax or excise tax based on net
income  except  to  the  extent  their  earnings  are  not  distributed  or  are
distributed in a manner that does not satisfy the requirements of the Code. If a
fund is unable to meet certain Code requirements,  it may be subject to taxation
as a  corporation.  Funds  investing  in foreign  securities  also may incur tax
liability to the extent they invest in "passive foreign  investment  companies."
See "Portfolio Securities" and the Statement of Additional Information.

      For federal income tax purposes, any dividends derived from net investment
income and any excess of net short-term  capital gain over net long-term capital
loss that investors (other than certain  tax-exempt  organizations that have not
borrowed to purchase fund shares) receive from the Funds are considered ordinary
income.  Part of the  distributions  paid by the Funds may be  eligible  for the
dividends-received  deduction allowed to corporate  shareholders under the Code.
Distributions  of the excess of net long-term  capital gain over net  short-term
capital  loss  from  transactions  of a fund  are  treated  by  shareholders  as
long-term  capital gains regardless of the length of time the fund's shares have
been owned.  Distributions  of income and capital  gains are taxed in the manner
described above,  whether they are taken in cash or are reinvested in additional
shares of the Funds.

                                       62
<PAGE>

      Each fund will inform its  investors of the source of their  dividends and
distributions  at the time they are paid,  and will promptly  after the close of
each calendar year advise investors of the tax status of those distributions and
dividends. Investors (including tax exempt and foreign investors) are advised to
consult their own tax advisers regarding the particular tax consequences to them
of an investment in shares of the Funds.  Additional  information on tax matters
relating to the Funds and their  shareholders  is included in the  Statement  of
Additional Information.

                               GENERAL INFORMATION

THE FUNDS

   
      The Lexington  Convertible  Securities Fund,  Lexington Money Market Trust
and Lexington Ramirez Global Income Fund are business trusts organized under the
laws of  Massachusetts.  The  Lexington  Crosby  Small  Cap  Asia  Growth  Fund,
Lexington  Goldfund,  Lexington  GNMA Income Fund,  Lexington  Growth and Income
Fund,  Lexington  International Fund,  Lexington SmallCap Value Fund,  Lexington
Troika  Dialog  Russia Fund and Lexington  Worldwide  Emerging  Markets Fund are
Maryland  corporations.  The assets and  liabilities  of each business trust and
corporation  are  separate  and  distinct  from  each  other  business  trust or
corporation.
    

      The Funds may offer other classes of shares to eligible  investors and may
in the future designate other classes of shares for specific purposes.

SHAREHOLDER RIGHTS

      Shares issued by the Funds have no preemptive,  conversion or subscription
rights. Each whole share is entitled to one vote as to any matter on which it is
entitled  to vote  and each  fractional  share is  entitled  to a  proportionate
fractional  vote.  Shareholders  have equal and exclusive rights as to dividends
and  distributions  as  declared by each fund and to the net assets of each fund
upon liquidation or dissolution. Each fund votes separately on matters affecting
only that fund (e.g., approval of the Investment Management  Agreement).  Voting
rights are not cumulative,  so the holders of more than 50% of the shares voting
in any  election of Trustees or Directors  can, if they so choose,  elect all of
the Trustees or Directors of that Fund. Although the Funds are not required, and
do not intend,  to hold annual  meetings of  shareholders,  such meetings may be
called by each Fund's Board at its discretion,  or upon demand by the holders of
10% or more of the outstanding shares of the Fund for the purpose of electing or
removing  Trustees  or  Directors.   Shareholders  may  receive   assistance  in
communicating with other shareholders in connection with the election or removal
of Trustees or  Directors  pursuant to the  provisions  of Section  16(c) of the
Investment Company Act.

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<PAGE>

PERFORMANCE INFORMATION

      From time to time,  the Funds may publish their total return,  and, in the
case of certain funds,  current yield and tax equivalent yield in advertisements
and communications to investors. Total return information generally will include
a fund's  average  annual  compounded  rate of return  over the most recent four
calendar quarters and over the period from the fund's inception of operations. A
fund may also  advertise  aggregate  and average total return  information  over
different  periods of time. Each fund's average annual compounded rate of return
is determined by reference to a  hypothetical  $1,000  investment  that includes
capital  appreciation  and  depreciation  for the stated  period  according to a
specific  formula.  Aggregate  total return is calculated  in a similar  manner,
except that the results are not  annualized.  Total return  figures will reflect
all recurring charges against each fund's income.

      Current yield as prescribed  by the SEC is an annualized  percentage  rate
that reflects the change in value of a hypothetical  account based on the income
received from the fund during a 30-day period. It is computed by determining the
net  change,   excluding  capital  changes,  in  the  value  of  a  hypothetical
preexisting  account  having a  balance  of one  share at the  beginning  of the
period. A hypothetical  charge reflecting  deductions from shareholder  accounts
for  management  fees or shareholder  services fees, for example,  is subtracted
from the value of the account at the end of the period,  and the  difference  is
divided  by the value of the  account  at the  beginning  of the base  period to
obtain the base period return.  The result is then annualized.  See "Performance
Information" in the Statement of Additional Information.

   
      Comparative  performance  information  may be  used  from  time to time in
advertising  and marketing a Fund's  shares.  The  performance  information  may
include  data from  sources such as Lipper  Analytical  Services,  Inc. or major
market indices. Such comparative  performance  information will be stated in the
same terms in which the comparative data and indices are stated.

      Investment  results  of the  Funds  will  fluctuate  over  time,  and  any
representation  of the Funds' total return or current yield for any prior period
should not be considered as a  representation  of what an investors total return
or current yield may be in any future period.  The Funds' Annual Report contains
additional  performance  information  and is available  upon request and without
charge by calling (800) 526-0056.

CODE OF ETHICS

      The  Code of  Ethics  adopted  by the  Lexington  Funds  and  the  Manager
prohibits affiliated  personnel from engaging in personal investment  activities
which compete with or attempt to take advantage of the Funds' planned  portfolio
transactions.  The objective of the Funds' and the  Manager's  Code of Ethics is

    

                                       64
<PAGE>

   

that  the  operations  of the  Funds  and the  Manager  be  carried  out for the
exclusive benefit of the Fund's shareholders. The Funds and the Manager maintain
careful monitoring of compliance with the Code of Ethics.
LEGAL OPINION

      The  validity of shares  offered by this  Prospectus  will be passed on by
Kramer, Levin, Naftalis & Frankel, 919 Third Avenue, New York, New York 10022.

SHAREHOLDER REPORTS AND INQUIRIES

      During the year, the Funds will send you the following information:

       o Confirmation statements are mailed after every transaction that affects
         your account balance,  including  preauthorized  automatic  investment,
         exchange and  redemption  transactions.  Lexington  Money Market Trust,
         Lexington  GNMA Income Fund and  Lexington  Ramirez  Global Income Fund
         provide quarterly  confirmation  statements  annually.  All other Funds
         will  provide  confirmation  statements  annually,  unless the  account
         balance is affected by any daily transactions. Shareholders  are  urged
         to retain  their  account  statements  for tax purposes.  
    

       o Annual and semi-annual  reports are mailed  approximately 60
         days after December 31 and June 30.

       o 1099 TAX FORM(S) ARE MAILED BY JANUARY 31.

      Unless otherwise  requested,  only one copy of each shareholder  report or
other  material  sent to  shareholders  will be  mailed to each  household  with
accounts under common ownership and the same address regardless of the number of
shareholders or accounts at that household or address.  Any questions  should be
directed to The Lexington Funds at (800) 526-0056.

                               BACK-UP WITHHOLDING

   
TAXPAYER IDENTIFICATION NUMBER (TIN)

      Be sure to complete  the  Taxpayer  Identification  Number  section of the
fund's  application when you open an account.  Federal tax law requires the fund
to withhold 31% of taxable dividends, capital gains distributions and redemption
and exchange  proceeds from accounts (other than those of certain exempt payees)
without a  certified  Social  Security  or  taxpayer  identification  number and
certain  other  certified  information  or upon  notification  from the IRS or a
broker that withholding is required.
    

      A shareholder  who does not have a TIN should apply for one immediately by
contacting the local office of the Social  Security  Administration  or the IRS.
Back-up withholding could apply to payments made to a shareholders account while
awaiting  receipt  of a TIN.  Special  rules  apply for  certain  entities.  For

                                       65
<PAGE>

example,  for an account  established under the Uniform Gifts to Minors Act, the
TIN of the minor should be furnished.  If a shareholder has been notified by the
IRS that he or she is subject to back-up withholding because he or she failed to
report  all  interest  and  dividend  income  on his or her tax  return  and the
shareholder has not been notified by the IRS that such  withholding  will cease,
the  shareholder   should  cross  out  the  appropriate   item  in  the  Account
Application.  Dividends paid to a foreign shareholder's account by a fund may be
subject to up to 30% withholding instead of back-up withholding.

      A shareholder  who is an exempt  recipient  should furnish a TIN and check
the appropriate box. Exempt  recipients  include certain  corporations,  certain
tax-exempt entities,  tax-exempt pension plans and IRAs,  governmental agencies,
financial  institutions,  registered  securities  and  commodities  dealers  and
others. For further information,  see Section 3406 of the Code and consult a tax
adviser.

                           --------------------------


      THIS PROSPECTUS IS NOT AN OFFERING OF THE SECURITIES  HEREIN  DESCRIBED IN
ANY STATE IN WHICH THE OFFERING IS UNAUTHORIZED. NO SALESPERSON, DEALER OR OTHER
PERSON IS AUTHORIZED TO GIVE ANY  INFORMATION OR MAKE ANY  REPRESENTATION  OTHER
THAN  THOSE   CONTAINED  IN  THIS   PROSPECTUS,   THE  STATEMENT  OF  ADDITIONAL
INFORMATION, OR IN THE FUNDS' OFFICIAL SALES LITERATURE.

                           --------------------------

                                    GLOSSARY

O CASH   EQUIVALENTS.   Cash   equivalents  are   short-term,   interest-bearing
  instruments  or deposits  and may  include,  for  example,  commercial  paper,
  certificates of deposit,  repurchase  agreements,  bankers' acceptances,  U.S.
  Treasury Bills,  bank money market deposit  accounts,  master demand notes and
  money market mutual funds.  These consist of  high-quality  debt  obligations,
  certificates of deposit and bankers'  acceptances rated at least A-1 by S&P or
  Prime1 by Moody's,  or the issuer has an outstanding  issue of debt securities
  rated  at  least A by S&P or  Moody's,  or are of  comparable  quality  in the
  opinion of the Manager.

   
O COLLATERAL  ASSETS.  Collateral assets include cash,  letters of credit,  U.S.
  government  securities or other  high-grade  liquid debt or equity  securities
  (except that instruments  collateralizing loans by the Money Market Funds must
  be  debt  securities  rated  in the  highest  grade).  Collateral  assets  are
  separately identified and rendered unavailable for investment or sale.
    

O CONVERTIBLE  SECURITY.  A convertible  security is a fixed-income  security (a
  bond or  preferred  stock) that may be  converted  at a stated  price within a
  specified  period of time into a certain  quantity of the common  stock of the

                                       66
<PAGE>

  same or a different issuer.  Convertible securities are senior to common stock
  in a corporation's  capital structure but are usually  subordinated to similar
  non-convertible  securities. The price of a convertible security is influenced
  by the market value of the underlying common stock.

O COVERED  CALL  OPTION.  A call  option  is  "covered"  if the  fund  owns  the
  underlying  securities,  has the  right to  acquire  such  securities  without
  additional  consideration,  has  collateral  assets  sufficient  to  meet  its
  obligations under the option or owns an off setting call option.

O COVERED PUT OPTION.  A put option is "covered"  if  the  fund  has  collateral
  assets with a value not less than the exercise price  of  the option  or holds
  a put option on the underlying security.

   
O DEPOSITORY RECEIPTS.  Depository receipts include American depository receipts
  ("ADRs"),  European depository  receipts ("EDRs"),  global depository receipts
  ("GDRs")  and other  similar  instruments.  Depository  receipts  are receipts
  typically  issued in  connection  with a U.S. or foreign bank or trust company
  and  evidence   ownership  of  underlying   securities  issued  by  a  foreign
  corporation.
    

O DERIVATIVES.  Derivatives include forward currency exchange  contracts,  stock
  options,  currency options,  stock and stock index options,  futures contracts
  and swaps and  options on futures  contracts  on U.S.  government  and foreign
  government securities and currencies.

O DOLLAR ROLL  TRANSACTION.  A dollar roll  transaction is similar to  a reverse
  repurchase  agreement except it requires a fund to repurchase a similar rather
  than the same security.

   
O DURATION. A time measure of a bond's interest-rate  sensitivity,  based on the
  weighted  average of the time periods over which a bond's cash flows accrue to
  the bondholder.  Time periods are weighted by multiplying by the present value
  of its cash flow divided by the bond's  price.  (A bonds cash flows consist of
  coupon  payments  and  repayment of capital).  A bond's  duration  will almost
  always be shorter than its maturity,  with the exception of zero-coupon bonds,
  for which maturity and duration are equal.
    

O EMERGING  MARKET  COMPANIES.  A company is considered to be an emerging market
  company if its securities are  principally  traded in the capital market of an
  emerging  market  country;  it derives at least 50% of its total  revenue from
  either goods  produced or services  rendered in emerging  market  countries or
  from sales made in such  emerging  market  countries,  regardless of where the
  securities of such companies are principally  traded; or it is organized under
  the laws of, and with a principal  office in, an emerging market  country.  An
  emerging  market country is one having an economy and market that are or would

                                       67
<PAGE>

  be  considered  by the World Bank or the  United  Nations  to be  emerging  or
  developing.

O EQUITY DERIVATIVE  SECURITIES.  These include,  among other things, options on
equity securities, warrants and future contracts on equity securities.

O EQUITY SWAPS.  Equity swaps allow the parties to exchange the dividend  income
  or other components of return on an equity investment (e.g., a group of equity
  securities  or an index) for a component  of return on another  non-equity  or
  equity  investment.  Equity swaps  transitions may be volatile and may present
  the fund with counterparty risks.

O FHLMC. The Federal Home Loan Mortgage Corporation.

O FNMA. The Federal National Mortgage Association.

O FORWARD  CURRENCY  CONTRACTS.  A  forward  currency  contract  is  a  contract
  individually  negotiated  and privately  traded by currency  traders and their
  customers and creates an  obligation  to purchase or sell a specific  currency
  for an agreed-upon  price at a future date.  The Funds  generally do not enter
  into forward  contracts  with terms  greater  than one year. A fund  generally
  enters into forward contracts only under two  circumstances.  First, if a fund
  enters into a contract for the purchase or sale of a security denominated in a
  foreign  currency,  it may  desire to "lock in" the U.S.  dollar  price of the
  security  by entering  into a forward  contract to buy the amount of a foreign
  currency needed to settle the  transaction.  Second,  if the Manager  believes
  that the currency of a particular  foreign country will  substantially rise or
  fall against the U.S.  dollar,  it may enter into a forward contract to buy or
  sell the currency approximating the value of some or all of a fund's portfolio
  securities  denominated in such currency. A fund will not enter into a forward
  contract  if, as a result,  it would have more than  one-third of total assets
  committed to such contracts  (unless it owns the currency that it is obligated
  to deliver or has caused its custodian to segregate segregable assets having a
  value sufficient to cover its  obligations).  Although  forward  contracts are
  used primarily to protect a fund from adverse currency movements, they involve
  the risk that currency movements will not be accurately predicted.

O FUTURES AND  OPTIONS ON  FUTURES.  An  interest  rate  futures  contract is an
  agreement  to  purchase  or sell  debt  securities,  usually  U.S.  government
  securities,  at a  specified  date and  price.  For  example,  a fund may sell
  interest rate futures  contracts (i.e.,  enter into a futures contract to sell
  the  underlying  debt  security) in an attempt to hedge against an anticipated
  increase in interest rates and a  corresponding  decline in debt securities it
  owns. Each fund will have collateral assets equal to the purchase price of the
  portfolio  securities  represented  by the  underlying  interest  rate futures
  contracts it has an obligation to purchase.

                                       68
<PAGE>


O GNMA. The Government National Mortgage Association.

O HIGHLY RATED DEBT SECURITIES.  Debt securities rated within the three  highest
  grades by Standard & Poor's Corporation  ("S&P") (AAA to A), Moodys  Investors
  Services,  Inc. ("Moody's")  (Aaa  to A)  or  Fitch  Investor  Services,  Inc.
  ("Fitch") (AAA to A), or in unrated debt securities deemed to be of comparable
  quality by the Manager using guidelines approved by the Board of Trustees. See
  the Appendix to the Statement of Additional Information for a  description  of
  these ratings.

O ILLIQUID SECURITIES. The Funds treat any securities subject to restrictions on
  repatriation  for more than seven days,  and  securities  issued in connection
  with foreign debt conversion  programs that are restricted as to remittance of
  invested  capital  or profit,  as  illiquid.  The Funds also treat  repurchase
  agreements  with  maturities  in excess of seven  days as  illiquid.  Illiquid
  securities  do not include  securities  that are  restricted  from  trading on
  formal markets for some period of time but for which an active informal market
  exists,  or  securities  that meet the  requirements  of Rule  144A  under the
  Securities Act of 1933 and that, subject to the review by the Funds' Board and
  guidelines  adopted by the Funds'  Board,  the  Manager has  determined  to be
  liquid.

O INVESTMENT GRADE.  Investment grade debt securities are those rated within the
  four highest grades by S&P (at least BBB), Moody's (at least Baa) or Fitch (at
  least Baa) or in unrated debt securities deemed to be of comparable quality by
  the Manager using guidelines approved by the Board of Trustees.

O LEVERAGE.  Some  funds  may use  leverage  in an effort  to  increase  return.
  Although  leverage  creates an opportunity  for increased  income and gain, it
  also creates special risk  considerations.  Leveraging  also creates  interest
  expenses that can exceed the income from the assets retained.

   
O OPTIONS ON SECURITIES,  SECURITIES INDICES AND CURRENCIES. A fund may purchase
  call options on  securities  that it intends to purchase (or on  currencies in
  which  those  securities  are  denominated)  in order  to limit  the risk of a
  substantial  increase  in the  market  price of such  security  (or an adverse
  movement  in the  applicable  currency).  A fund may  purchase  put options on
  particular  securities  (or  on  currencies  in  which  those  securities  are
  denominated)  in order to protect against a decline in the market value of the
  underlying  security  below the  exercise  price less the premium paid for the
  option (or an adverse movement in the applicable currency relative to the U.S.
  dollar).  Prior to  expiration,  most  options  are  expected  to be sold in a
  closing  sale  transaction.  Profit or loss from the sale depends upon whether
  the amount  received  is more or less than the premium  paid plus  transaction
  costs.  A fund may purchase put and call options on stock  indices in order to

                                       69
<PAGE>

  hedge against risks of stock market or industry wide stock price fluctuations.
    

O PARTICIPATION  INTERESTS.  Participation  interests  are  issued by  financial
  institutions  and  represent  undivided  interests  in  municipal  securities.
  Participation  interests  may  have  fixed,  floating  or  variable  rates  of
  interest.  Some participation interests are subject to a "nonappropriation" or
  "abatement"  feature by which,  under  certain  conditions,  the issuer of the
  underlying  municipal  security,  without  penalty,  may terminate its payment
  obligation. In such event, the Funds must look to the underlying collateral.

O REPURCHASE  AGREEMENT.  With a repurchase  agreement,  a fund  acquires a U.S.
  government  security or other high-grade liquid debt instrument (for the Money
  Market  Funds,  the  instrument  must be rated in the  highest  grade)  from a
  financial  institution  that  simultaneously  agrees  to  repurchase  the same
  security at a specified time and price.

O REVERSE  DOLLAR ROLL  TRANSACTIONS.  When a fund  engages in a reverse  dollar
  roll, it purchases a security from a financial  institution  and  concurrently
  agrees to resell a similar  security to that institution at a later date at an
  agreed-upon price.

O REVERSE REPURCHASE AGREEMENT.  In a reverse repurchase agreement, a fund sells
  to a financial  institution  a security that it holds and agrees to repurchase
  the same security at an agreed-upon price and date.

O RUSSIA. "Russia" refers to the Russian  Federation,  which  does  not  include
  other countries that formerly comprised the Soviet Union.

O RUSSIAN COMPANY.  "Russian Company" means a legal entity (i) that is organized
  under the laws of, or with a principal  office and domicile in,  Russia,  (ii)
  for which the principal  equity  securities  trading  market is in Russia,  or
  (iii) that derives at least 50% of its revenues or profits from goods produced
  or sold,  investments  made, or services  performed,  in Russia or that has at
  least 50% of its assets situated in Russia.

O SECURITIES  LENDING. A fund may lend securities to brokers,  dealers and other
  financial   organizations.   Each  securities  loan  is  collateralized   with
  collateral  assets in an amount at least equal to the current  market value of
  the loaned  securities,  plus  accrued  interest.  There is a risk of delay in
  receiving  collateral or in recovering the securities loaned or even a loss of
  rights in collateral should the borrower fail financially.

O S&P 500. Standard & Poor's 500 Composite Stock Price Index.

O U.S.  GOVERNMENT  SECURITIES.  These include U.S. Treasury bills, notes, bonds
  and other obligations  issued  or  guaranteed  by  the  U.S.  government,  its

                                       70
<PAGE>

  agencies or instrumentalities.

O WARRANT.  A warrant typically is a long-term option that permits the holder to
  buy a specified number of shares of the issuer's  underlying common stock at a
  specified  exercise  price by a  particular  expiration  date.  A warrant  not
  exercised or disposed of by its expiration date expires worthless.

O WHEN-ISSUED  AND FORWARD  COMMITMENT  SECURITIES.  The Funds may purchase U.S.
  government or other  securities on a  "when-issued"  basis and may purchase or
  sell securities on a "forward  commitment" or "delayed  delivery"  basis.  The
  price is fixed at the time the  commitment  is made,  but delivery and payment
  for the  securities  take place at a later date.  When-issued  securities  and
  forward  commitments may be sold prior to the settlement date, but a fund will
  enter into  when-issued  and forward  commitments  only with the  intention of
  actually  receiving  or  delivering  the  securities.  No  income  accrues  on
  securities that have been purchased  pursuant to a forward  commitment or on a
  when-issued  basis prior to delivery to a fund. At the time a fund enters into
  a transaction on a when-issued or forward  commitment  basis,  it supports its
  obligation  with  collateral  assets equal to the value of the  when-issued or
  forward commitment securities and causes the collateral assets to be marked to
  market  daily.  There is a risk that the  securities  may not be delivered and
  that the fund may incur a loss.

O ZERO COUPON  BONDS.  Zero coupon  bonds are debt  obligations  that do not pay
  current  interest and are consequently  issued at a significant  discount from
  face value. The discount approximates the total interest the bonds will accrue
  and compound over the period to maturity or the first interest-payment date at
  a rate of  interest  reflecting  the market  rate of  interest  at the time of
  issuance.

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<PAGE>


                               ------------------

                               INVESTMENT MANAGER

   
                        Lexington Management Corporation
                                  P.O. Box 1515
                             Park 80 West Plaza Two
                            Saddle Brook, N.J. 07663

                                   DISTRIBUTOR
                        Lexington Funds Distributor, Inc.
                                  P.O. Box 1515
                             Park 80 West Plaza Two
                            Saddle Brook, N.J. 07663
    

                      All shareholder requests for services
                          of any kind shall be sent to:

                                 TRANSFER AGENT
                       State Street Bank and Trust Company
                      c/o National Financial Data Services
                                 Lexington Funds
                                 1004 Baltimore
                           Kansas City, Missouri 64105

                                    CUSTODIAN
                           Chase Manhattan Bank, N.A.
                           1211 Avenue of the Americas
                            New York, New York 10022

                                  LEGAL COUNSEL
                        Kramer, Levin, Naftalis & Frankel
                                919 Third Avenue
                            New York, New York 10022

                                    AUDITORS
                              KMPG Peat Marwick LLP
                                 345 Park Avenue
                            New York, New York 10154

                               ------------------


                                       71
<PAGE>



                 LEXINGTON WORLDWIDE EMERGING MARKETS FUND, INC.

                       STATEMENT OF ADDITIONAL INFORMATION

   
                                   MAY 1, 1997

    This Statement of Additional  Information which is not a prospectus,  should
be read in  conjunction  with the current  prospectus,  of  Lexington  Worldwide
Emerging  Markets Fund,  Inc. (the "Fund"),  dated May 1, 1997, and as it may be
revised  from time to time.  To  obtain a copy of the  Fund's  prospectus  at no
charge,  please  write to the Fund at P.O.  Box  1515/Park  80 West - Plaza Two,
Saddle Brook, New Jersey 07663 or call the following toll-free numbers:
    

                   Shareholder Services Information:-1-800-526-0056
           Institutional/Financial Adviser Services:-1-800-367-9160
                        24 Hour Account Information:-1-800-526-0052

    Lexington  Management  Corporation ("LMC") is the Fund's investment adviser.
Lexington Funds Distributor, Inc. ("LFD") is the Fund's distributor.


                                TABLE OF CONTENTS
                                                                            Page

General Information and History ............................................   2

Investment Objectives and Policies .........................................   2

Risk Considerations ........................................................   3

Investment Policy and Restrictions .........................................   4

Management of the Fund .....................................................   6

Investment Adviser, Distributor and Administrator ..........................   8

Portfolio Transactions and Brokerage Commissions ...........................   9

Tax-Sheltered Retirement Plans .............................................  10

Determination of Net Asset Value ...........................................  10

Tax Matters ................................................................  10

Performance Calculation ....................................................  15

   
Shareholder Reports ........................................................  15

Financial Statements .......................................................  16
    



                                       1
<PAGE>


                         GENERAL INFORMATION AND HISTORY

    The Fund was formerly named "Lexington Growth Fund, Inc.". At a meeting held
on June 14, 1991, the  shareholders  of the Fund approved a change in the Fund's
name to "Lexington  Worldwide  Emerging Markets Fund, Inc." in connection with a
change in the Fund's fundamental investment objective which was also approved by
the shareholders at that time.

                        INVESTMENT OBJECTIVE AND POLICIES

    For a full description of the Fund's investment objective and policies,  see
the Prospectus under "Investment Objective and Policies."

                           CERTAIN INVESTMENT METHODS

Settlement  Transactions-When the Fund enters into contracts for the purchase or
sale of a  portfolio  security  denominated  in a  foreign  currency,  it may be
required to settle a purchase  transaction in the relevant  foreign  currency or
receive the proceeds of a sale in that currency.  In either event, the Fund will
be obligated to acquire or dispose of such foreign currency as is represented by
the  transaction  by selling  or buying an  equivalent  amount of United  States
dollars.  Furthermore,  the Fund may wish to "lock in" the United  States dollar
value of the  transaction at or near the time of a purchase or sale of portfolio
securities  at the  exchange  rate or rates then  prevailing  between the United
States  dollar and the  currency in which the foreign  security is  denominated.
Therefore, the Fund may, for a fixed amount of United States dollars, enter into
a foreign  exchange  contract  for the purchase or sale of the amount of foreign
currency  involved in the underlying  securities  transaction.  In so doing, the
Fund will attempt to insulate itself against possible losses and gains resulting
from a change in the  relationship  between  the  United  States  dollar and the
foreign  currency  during the period between the date a security is purchased or
sold and the date in which payment is made or received. This process is known as
"transaction hedging".

    To effect the  translation of the amount of foreign  currencies  involved in
the  purchase  and sale of foreign  securities  and to effect  the  "transaction
hedging"  described above, the Fund may purchase or sell foreign currencies on a
"spot" (i.e.  cash) basis or on a forward  basis  whereby the Fund  purchases or
sells a specific amount of foreign  currency,  at a price set at the time of the
contract,  for receipt or  delivery  at a specified  date which may be any fixed
number of days in the future.

    Such spot and forward foreign exchange  transactions may also be utilized to
reduce the risk inherent in fluctuations in the exchange rate between the United
States  dollar and the relevant  foreign  currency when foreign  securities  are
purchased or sold for settlement beyond customary  settlement time (as described
below). Neither type of foreign currency transaction will eliminate fluctuations
in the prices of the Fund's portfolio or securities or prevent loss if the price
of such securities should decline.

Portfolio  Hedging-Some  or all of the Fund's  portfolio  will be denominated in
foreign currencies. As a result, in addition to the risk of change in the market
value of portfolio  securities,  the value of the portfolio in the United States
dollars is subject to  fluctuations  in the  exchange  rate between such foreign
currencies  and the United  States  dollar.  When,  in the opinion of LMC, it is
desirable to limit or reduce exposure in a foreign currency in order to moderate
potential  changes in the United States dollar value of the portfolio,  the Fund
may enter into a forward foreign currency  exchange contract by which the United
States  dollar  value of the  underlying  foreign  portfolio  securities  can be
approximately  matched by an equivalent  United States  dollar  liability.  This
technique is known as  "portfolio  hedging" and moderates or reduces the risk of
change in the United States dollar value of the fund's portfolio only during the
period before the maturity of the forward  contract (which will not be in excess
of one year).  The Fund will not attempt to hedge all of its  foreign  portfolio
positions  and will enter into such  transactions  only to the  extent,  if any,
deemed  appropriate by LMC.  Hedging  against a decline in the value of currency
does not eliminate fluctuations in the prices of portfolio securities or prevent
losses if the prices of such  securities  decline.  The Fund will not enter into
forward foreign currency  exchange  transactions for speculative  purposes.  The
Fund intends to limit  transactions  as described in this  paragraph to not more
than 70% of total Fund assets.

Forward  Commitments-The  Fund may make  contracts to purchase  securities for a
fixed  price  at a  future  date  beyond  customary  settlement  time  ("forward
commitments")  because  new  issues  of  securities  are  typically  offered  to
investors,  such as the Fund, on that basis.  Forward commitments involve a risk
of loss if the  value of the  security  to be  purchased  declines  prior to the
settlement date. This risk is in addition to the risk of decline in value of the
Fund's other assets.  Although the Fund will enter into such  contracts with the
intention  of  acquiring  the  securities,  the Fund may dispose of a commitment
prior to settlement if the investment adviser deems it appropriate to do so. The
Fund  may  realize  short-term  profits  or  losses  upon  the  sale of  forward
commitments.  When the Fund  engages in a forward  commitment  transaction,  the
custodian will set aside cash, U.S. government  securities or other high quality
debt



                                       2
<PAGE>


obligations  equal  to the  amount  of the  commitment  in a  separate  account.
Normally,  the  custodian  will set  aside  portfolio  securities  to  satisfy a
purchase commitment, and in such a case the Fund may be required subsequently to
place  additional  assets in the  separate  account in order to ensure  that the
value of the  account  remains  equal to the  amount of the  Fund's  commitment.
Because the Fund will set aside cash or liquid  assets to satisfy  its  purchase
commitments in the manner described,  the Fund's liquidity and ability to manage
its portfolio  might be adversely  affected in the event its commitments to make
forward  purchases  exceed  70% of the  value  of its  assets.  In the case of a
forward commitment to sell portfolio securities,  the Fund's custodian will hold
the portfolio securities themselves in a segregated account while the commitment
is outstanding.



                               RISK CONSIDERATIONS

    Investors  should  recognize  that  investing in  securities of companies in
emerging markets and emerging  countries  involves certain risk  considerations,
including  those  set  forth  below,  which are not  typically  associated  with
investing in securities of U.S.
companies.

Foreign Currency Considerations

    The Fund's  assets will be invested in  securities  of companies in emerging
markets and emerging  countries and substantially all income will be received by
the Fund in foreign  currencies.  However,  the Fund will compute and distribute
its income in dollars, and the computation of income will be made on the date of
its  receipt by the Fund at the  foreign  exchange  rate in effect on that date.
Therefore, if the value of the foreign currencies in which the Fund receives its
income falls relative to the dollar between receipt of the income and the making
of Fund  distributions,  the Fund will be required to  liquidate  securities  in
order to make distributions if the Fund has insufficient cash in dollars to meet
distribution requirements.

    The  value of the  assets of the Fund as  measured  in  dollars  also may be
affected favorably or unfavorably by fluctuations in currency rates and exchange
control  regulations.  Further,  the Fund may  incur  costs in  connection  with
conversions  between  various  currencies.  Foreign  exchange  dealers realize a
profit based on the  difference  between the prices at which they are buying and
selling various currencies. Thus, a dealer normally will offer to sell a foreign
currency  to the Fund at one rate,  while  offering  a lesser  rate of  exchange
should the Fund desire  immediately  to resell that currency to the dealer.  The
Fund will conduct its foreign currency  exchange  transactions  either on a spot
(i.e.,  cash) basis at the spot rate prevailing in the foreign currency exchange
market,  or through  entering  into forward or futures  contracts to purchase or
sell foreign currencies.

Investment and Repatriation Restrictions

    Some emerging  countries have laws and regulations which currently  preclude
direct  foreign  investment  in the  securities  of  their  companies.  However,
indirect foreign  investment in the securities of companies listed and traded on
the  stock  exchanges  in these  countries  is  permitted  by  certain  emerging
countries through investment funds which have been specifically authorized.  The
Fund may invest in these  investment funds subject to the provisions of the 1940
Act as discussed below under "Investment  Restrictions".  If the Fund invests in
such  investment  funds,  the  Fund's  shareholders  will  bear not  only  their
proportionate  share of the expenses of the Fund (including  operating  expenses
and the fees of the Investment  Manager),  but also will bear indirectly similar
expenses of the underlying investment funds.

    In addition to the foregoing  investment  restrictions,  prior  governmental
approval for foreign investments may be required under certain  circumstances in
some  emerging  countries,  while the extent of foreign  investment  in domestic
companies  may be subject to  limitation in other  emerging  countries.  Foreign
ownership  limitations  also  may be  imposed  by  the  charters  of  individual
companies in emerging countries to prevent,  among other concerns,  violation of
foreign investment limitations.

    Repatriation  of  investment  income,  capital and the  proceeds of sales by
foreign investors may require governmental  registration and/or approval in some
emerging  countries.  The Fund  could be  adversely  affected  by delays in or a
refusal to grant any required governmental approval for such repatriation.

Emerging Country and Emerging Market Securities Markets

    Trading volume on emerging  country stock  exchanges is  substantially  less
than that on the New York Stock Exchange.  Further,  securities of some emerging
country or emerging  market  companies  are less liquid and more  volatile  than
securities of comparable U.S. companies. Similarly, volume and liquidity in most
emerging  country  bond  markets  is  substantially  less than in the U.S.  and,
consequently,  volatility  of  price  can be  greater  than  in the  U.S.  Fixed
commissions on emerging country stock or emerging market exchanges are generally
higher  than  negotiated  commissions  on  U.S.  exchanges,  although  the  Fund
endeavors  to  achieve  the  most   favorable   net  results  on  its  portfolio



                                       3
<PAGE>


transactions  and may be able to purchase the  securities  in which the Fund may
invest on other stock exchanges where commissions are negotiable.

    Companies  in  emerging  countries  are not  generally  subject  to  uniform
accounting, auditing and financial reporting standards, practices and disclosure
requirements  comparable to those  applicable to U.S.  companies.  Consequently,
there may be less  publicly  available  information  about an  emerging  country
company than about a U.S. company. Further, there is generally less governmental
supervision  and  regulation  of foreign  stock  exchanges,  brokers  and listed
companies than in the U.S.

Economic and Political Risks

    The  economies of  individual  emerging  countries  may differ  favorably or
unfavorably  from the U.S.  economy in such respects as growth of gross domestic
product, rate of inflation, capital reinvestment,  resource self-sufficiency and
balance of payments  position.  Further,  the economies of developing  countries
generally are heavily dependent upon international trade and, accordingly,  have
been and may  continue  to be  adversely  affected  by trade  barriers,  managed
adjustments in relative currency values and other protectionist measures imposed
or negotiated by the countries with which they trade.  These economies also have
been and may continue to be  adversely  affected by economic  conditions  in the
countries with which they trade.

    With  respect  to  any  emerging  country,   there  is  the  possibility  of
nationalization,  expropriation  or confiscatory  taxation,  political  changes,
government regulation,  social instability or diplomatic developments (including
war) which could affect  adversely the economies of such countries or the Fund's
investments in those countries.  In addition, it may be more difficult to obtain
a judgement in a court outside of the United States.

                       INVESTMENT POLICY AND RESTRICTIONS

    The Fund's investment objective,  as described under "investment policy" and
the following  investment  restrictions are matters or fundamental  policy which
may not be changed without the affirmative vote of the lesser of (a) 67% or more
of the shares of the Fund present at a shareholders'  meeting at which more than
50% of the  outstanding  shares are present or  represented by proxy or (b) more
than 50% of the outstanding shares. Under these investment restrictions:

   
    (1)   the Fund will not issue any senior  security  (as  defined in the 1940
          Act),  except that (a) the Fund may enter into commitments to purchase
          securities in accordance with the Fund's investment program, including
          reverse repurchase  agreements,  foreign exchange  contracts,  delayed
          delivery  and  when-issued  securities,  which may be  considered  the
          issuance of senior securities; (b) the Fund may engage in transactions
          that may result in the  issuance  of a senior  security  to the extent
          permitted under applicable regulations, interpretation of the 1940 Act
          or an  exemptive  order;  (c) the Fund may  engage  in short  sales of
          securities to the extent permitted in its investment program and other
          restrictions;  (d)  the  purchase  or sale of  futures  contracts  and
          related  options  shall not be  considered  to involve the issuance of
          senior securities;  and (e) subject to fundamental  restrictions,  the
          Fund may borrow money as authorized by the 1940 Act.

    (2)   The Fund shall not act as an underwriter  of securities  except to the
          extent  that,  in  connection   with  the   disposition  of  portfolio
          securities  by the Fund,  the Fund may be deemed to be an  underwriter
          under the provisions of the 1933 Act.

    (3)   The Fund shall not purchase  real estate,  interests in real estate or
          real estate limited  partnership  interests except that, to the extent
          appropriate  under  its  investment  program,  the Fund may  invest in
          securities  secured by real estate or  interests  therein or issued by
          companies, including real estate investment trusts, which deal in real
          estate or interests therein.

    (4)   The Fund will not invest in commodity contracts,  except that the Fund
          may, to the extent appropriate under its investment program,  purchase
          securities  of companies  engaged in such  activities,  may enter into
          transactions  in financial  and index  futures  contracts  and related
          options,  may  engage in  transactions  on a  when-issued  or  forward
          commitment basis, and may enter into forward currency contracts.

    (5)   The Fund shall not make loans,  except that, to the extent appropriate
          under  its  investment  program,  the  Fund  may (a)  purchase  bonds,
          debentures or other debt securities, including short-term obligations,
          (b)  enter  into  repurchase   transactions  and  (c)  lend  portfolio
          securities  provided that the value of such loaned securities does not
          exceed one-third of the Fund's total assets.

    (6)   The Fund will not hold  more than 5% of the value of its total  assets
          in the  securities  of any one  issuer  or hold  more  than 10% of the
          outstanding  voting  securities  of any one issuer.  This  restriction
          applies  only  to  75% of  the  value  of  the  Fund's  total  assets.
          Securities issued or guaranteed by the U.S.  Government,  its agencies
          and instrumentalities are excluded from this restriction.
    


                                       4
<PAGE>



   
    (7)   The Fund will not  concentrate  its  investments  in any one  industry
          except  that the Fund may  invest  up to 25% of its  total  assets  in
          securities  issuers  principally  engaged  in any one  industry.  This
          limitation, however, will not apply to securities issued or guaranteed
          by the U.S. Government, its agencies or instrumentalities,  securities
          invested in, or repurchase agreements for, U.S. Government securities,
          and certificates of deposit, or bankers' acceptances, or securities of
          U.S. banks and bank holding companies.

    (8)   The Fund shall not borrow  money,  except  that (a) the Fund may enter
          into certain futures  contracts and options related  thereto;  (b) the
          Fund may enter into  commitments to purchase  securities in accordance
          with the Fund's  investment  program,  including  delayed delivery and
          when-issued  securities  and reverse  repurchase  agreements;  (c) for
          temporary emergency purposes, the Fund may borrow money in amounts not
          exceeding  5% of the  value of its  total  assets at the time when the
          loan is made;  (d) the Fund may pledge  its  portfolio  securities  or
          receivables  or transfer or assign or  otherwise  encumber  them in an
          amount not exceeding  one-third of the value of its total assets;  and
          (e) for purposes of  leveraging,  the Fund may borrow money from banks
          (including  its  custodian  bank),  only if,  immediately  after  such
          borrowing,  the  value of the  Fund's  assets,  including  the  amount
          borrowed,  less its  liabilities,  is  equal  to at least  300% of the
          amount borrowed, plus all outstanding borrowings.  If at any time, the
          value of the  Fund's  assets  fails to meet  the 300%  asset  coverage
          requirement  relative only to leveraging,  the Fund will, within three
          days (not including  Sundays and  holidays),  reduce its borrowings to
          the extent necessary to meet the 300% test.
    

    In addition to the above fundamental  restrictions,  the Fund has undertaken
the following non-fundamental  restrictions,  which may be changed in the future
by the Board of Directors, without a vote of the shareholders of the Fund:

   
    (1)   The Fund may purchase and sell futures  contracts and related  options
          under the following conditions: (a) the then-current aggregate futures
          market  prices of financial  instruments  required to be delivered and
          purchased  under open  futures  contracts  shall not exceed 30% of the
          Fund's total assets,  at market value;  and (b) no more than 5% of the
          assets, at market value at the time of entering into a contract, shall
          be committed to margin deposits in relation to futures contracts.

    (2)   The Fund will not  purchase  the  securities  of any other  investment
          company, except as permitted under the 1940 Act.

    (3)   The Fund will not  purchase  any  securities  on margin or make  short
          sales of  securities,  other than short  sales  "against  the box," or
          purchase  securities on margin except for short-term credits necessary
          for   clearance  of  portfolio   transactions,   provided   that  this
          restriction  will not be applied to limit the use of options,  futures
          contracts and related options,  in the manner  otherwise  permitted by
          the investment  restrictions,  policies and investment programs of the
          Fund.

    (4)   The Fund shall not buy securities from or sell securities  (other than
          securities  issued by the Fund) to any of its  officers,  directors or
          its investment adviser or distributor as principal.

    (5)   The Fund  shall not  contract  to sell any  security  or  evidence  of
          interest therein, except to the extent that the same shall be owned by
          the Fund.

    (6)   The Fund will not invest for the purpose of exercising control over or
          management of any company.

    (7)   The Fund shall not write, purchase or sell puts or calls on underlying
          securities. However, the Fund may invest up to 15% of the value of its
          assets in warrants.  This restriction on the purchase of warrants does
          not apply to warrants  attached to, or  otherwise  included in, a unit
          with other securities.

    (8)   The Fund will  invest  more than 15% of its total  assets in  illiquid
          securities.  Illiquid  securities are securities  that are not readily
          marketable or cannot be disposed of promptly  within seven days and in
          the usual  course of  business  without  taking a  materially  reduced
          price. Such securities include,  but are not limited to, time deposits
          and  repurchase  agreements  with  maturities  longer than seven days.
          Securities  that may be resold under Rule 144A or  securities  offered
          pursuant to Section 4(2) of the  Securities  Act of 1933,  as amended,
          shall not be deemed illiquid  solely by reason of being  unregistered.
          The Investment  Adviser shall determine whether a particular  security
          is deemed to be liquid  based on the trading  markets for the specific
          security and other factors.
    


                                       5
<PAGE>


   
    The  percentage  restrictions  referred to above are to be adhered to at the
time of investment  and are not  applicable  to a later  increase or decrease in
percentage  beyond the specified  limit  resulting  from change in values or net
assets.
    

                             MANAGEMENT OF THE FUND

    The  Directors  and  executive  officers  of the  Fund and  their  principal
occupations are set forth below:

   
+S.M.S. CHADHA  (59),  Director.  3/16  Shanti  Niketan,  New Delhi  21,  India.
        Secretary,  Ministry  of External  Affairs,  New Delhi,  India;  Head of
        Foreign  Service  Institute,  New  Delhi,  India;  Special  Envoy of the
        Government of India;  Director,  Special Unit for Technical  Cooperation
        among Developing  Countries,  United Nations  Development  Program,  New
        York.

*+ROBERTM. DEMICHELE (52), President and Chairman.  P.O. Box 1515, Saddle Brook,
        N.J. 07663.  Chairman and Chief Executive Officer,  Lexington Management
        Corporation;  President and Director,  Lexington  Global Asset Managers,
        Inc.; Chairman and Chief Executive Officer, Lexington Funds Distributor,
        Inc.,  Chairman of the Board,  Market Systems Research,  Inc. and Market
        Systems  Research  Advisors,  Inc.  Director,  Chartwell Re Corporation,
        Claredon National Insurance Company, The Navigator's Group, Inc., Unione
        Italiana Reinsurance;  Vanguard Cellular Systems, Inc. and Weeden & Co.;
        Vice Chairman of the Board of Trustees, Union College and Trustee, Smith
        Richardson Foundation.

+BEVERLEY C. DUER (62),  Director,  340 East 72nd Street,  New York, N.Y. 10021.
        Private Investor.  Formerly,  Manager of Operations Research Department,
        CPC International, Inc.

*+BARBARA R. EVANS (36),  Director. 5 Fernwood Road, Summit, N.J. 07901. Private
        Investor.  Prior to May 1989,  Assistant  Vice  President and Securities
        Analyst, Lexington Management Corporation.

*+LAWRENCE KANTOR (49),  Vice  President  and  Director.  P.O. Box 1515,  Saddle
        Brook,  N.J.  07663.  Executive Vice  President,  Managing  Director and
        Director, Lexington Management Corporation; Executive Vice President and
        Director, Lexington Funds Distributor, Inc; Executive Vice President and
        General Manager-Mutual Funds, Lexington Global Asset Managers, Inc.

+JERARD F. MAHER (50), Director. 300 Raritan Center Parkway, Edison, N.J. 08818.
        General  Counsel,  Federal  Business Center;  Counsel,  Ribis,  Graham &
        Curtin.

+ANDREW M. McCOSH (56), Director.  12 Wyvern Park, Edinburgh EH 92 JY, Scotland,
        U.K. Professor of the Organisation of Industry and Commerce,  Department
        of Business Studies, The University of Edinburgh, Scotland.

+DONALD B. MILLER (70), Director. 10725 Quail Covey Road, Boynton Beach, Florida
        33436. Chairman,  Horizon Media, Inc.; Trustee,  Galaxy Funds; Director,
        Maguire Group of Connecticut; prior to January 1989, President, Director
        and C.E.O., Media General Broadcast Services (advertising firm).

+JOHN   G. PRESTON (64),  Director. 3 Woodfield Road,  Wellesley,  Massachusetts
        02181.   Associate  Professor  of  Finance,   Boston  College,   Boston,
        Massachusetts.

+MARGARET RUSSELL (76),  Director.  55 North Mountain  Avenue,  Montclair,  N.J.
        07042.  Private Investor;  formerly,  Community Affairs Director,  Union
        Camp Corporation.

*+RICHARD T. SALER (35),  Vice President and Portfolio  Manager.  P.O. Box 1515,
        Saddle  Brook,   N.J.  07663.   Senior  Vice   President,   Director  of
        International   Equity   Investment   Strategy,   Lexington   Management
        Corporation.  Prior to July 1992, Securities Analyst, Nomura Securities,
        Inc.  Prior to  November  1991,  Vice  President,  Lexington  Management
        Corporation.

*+LISA  CURCIO (37), Vice President and Secretary.  P.O. Box 1515, Saddle Brook,
        N.J.  07663 Senior Vice President and  Secretary,  Lexington  Management
        Corporation; Vice President and Secretary,  Lexington Funds Distributor,
        Inc; Secretary, Lexington Global Asset Managers, Inc.

*+RICHARD M. HISEY (38),  Vice  President and Treasurer.  P.O. Box 1515,  Saddle
        Brook,  N.J.  07663.  Managing  Director,  Director and Chief  Financial
        Officer, Lexington Management Corporation; Chief Financial Officer, Vice
        President  and  Director,  Lexington  Funds  Distributor,   Inc.;  Chief
        Financial Officer, Market Systems Research Advisors, Inc; Executive Vice
        President and Chief Financial Officer,  Lexington Global Asset Managers,
        Inc.

*+RICHARD J. LAVERY (42), CLU ChFC, Vice President. P.O. Box 1515, Saddle Brook,
        N.J. 07663.  Senior Vice President,  Lexington  Management  Corporation;
        Vice President, Lexington Funds Distributor, Inc.

*+JANICEA. CARNICELLI (37), Vice President.  P.O. Box 1515,  Saddle Brook,  N.J.
        07663.

*+CHRISTIE CARR (29),  Assistant  Treasurer.  P.O. Box 1515,  Saddle Brook, N.J.
        07663. Prior to October 1992, Senior Accountant, KPMG Peat Marwick LLP.
    


                                       6
<PAGE>


   
*+SIOBHAN GILFILLAN (33), Assistant Treasurer. P.O. Box 1515, Saddle Brook, N.J.
        07663.

*+JOAN K. LEDERER  (30),  Assistant  Treasurer. P.O. Box 1515 Saddle Brook, N.J.
        07663.  Prior  to  April  1997,   Director  of  Investment   Accounting,
        Diversified  Investment  Advisors,  Inc. Prior to April 1996,  Assistant
        Vice President, PIMCO.

*+THOMASLUEHS (35),  Assistant  Treasurer.  P.O. Box 1515,  Saddle  Brook,  N.J.
        07663.  Prior  to  November,  1993,  Supervisor  Investment  Accounting,
        Alliance Capital Management, Inc.

*+SHERI MOSCA (33),  Assistant  Treasurer.  P.O. Box 1515,  Saddle  Brook,  N.J.
        07663.

*+PETER CORNIOTES (34), Assistant  Secretary.  P.O. Box 1515, Saddle Brook, N.J.
        07663.  Assistant  Vice  President  and Assistant  Secretary,  Lexington
        Management   Corporation.    Assistant   Secretary,    Lexington   Funds
        Distributor, Inc.

*+ENRIQUE J. FAUST (36), Assistant Secretary.  P.O. Box 1515, Saddle Brook, N.J.
        07663. Prior to March 1994, Blue Sky Compliance  Coordinator,  Lexington
        Group of Investment Companies.
    

*  "Interested  person"  and/or  "Affiliated  person"  of LMC as  defined in the
Investment Company Act of 1940, as amended.

   
+ Messrs.  Chadha,  Corniotes,  DeMichele,  Duer, Faust, Hisey, Kantor,  Lavery,
Luehs, Maher,  McCosh,  Miller,  Preston and Saler and Mmes.  Carnicelli,  Carr,
Curcio, Evans,  Gilfillan,  Lederer, Mosca and Russell hold similar offices with
some or all of the other investment  companies advised and/or distributed by LMC
and LFD.

    The Board of Directors met 5 times during the twelve  months ended  December
31, 1996, and each of the Directors attended at least 75% of those meetings.
    

            Remuneration of Directors and Certain Executive Officers:

    Each Director is reimbursed for expenses  incurred in attending each meeting
of the Board of Directors or any committee thereof.  Each Director who is not an
affiliate of the advisor is compensated  for his or her services  according to a
fee  schedule  which  recognizes  the fact that each  Director  also serves as a
Director of other investment  companies advised by LMC. Each Director receives a
fee,  allocated  among all investment  companies for which the Director  serves.
Effective  September  12, 1995 each Director  receives  annual  compensation  of
$24,000. Prior to September 12, 1995, the directors who were not employed by the
Fund or its affiliates received annual compensation of $16,000.

   
    Set forth below is information regarding compensation paid or accrued during
the period January 1, 1996 to December 31, 1996 for each Director:




--------------------------------------------------------------------------------
                          Aggregate     Total Compensation From     Number of
   Name of Director  Compensation from   Fund and Fund Complex    Directorships
                           Fund                                  in Fund Complex
--------------------------------------------------------------------------------
S.M.S. Chadha              $856               $13,696                  16
--------------------------------------------------------------------------------
Robert M. DeMichele          0                   $0                    17
--------------------------------------------------------------------------------
Beverley C. Duer          $1,712              $29,110                  17
--------------------------------------------------------------------------------
Barbara R. Evans             0                    0                    16
--------------------------------------------------------------------------------
Lawrence Kantor              0                    0                    16
--------------------------------------------------------------------------------
Jerard F. Maher            $856               $16,046                  17
--------------------------------------------------------------------------------
Andrew M. McCosh           $856               $13,696                  16
--------------------------------------------------------------------------------
Donald B. Miller         $1,712               $26,760                  16
--------------------------------------------------------------------------------
Francis Olmsted*         $1,068               $16,800                  N/A
--------------------------------------------------------------------------------
John G. Preston          $1,712               $26,760                  16
--------------------------------------------------------------------------------
Margaret W. Russell      $1,712               $25,048                  16
--------------------------------------------------------------------------------
Philip C. Smith          $1,600               $25,080                  16
--------------------------------------------------------------------------------
Francis A. Sunderland*    $744                $10,528                  N/A
--------------------------------------------------------------------------------

Retirement Plan for Eligible Directors/Trustees
    

    Effective September 12, 1995, the Directors instituted a Retirement Plan for
Eligible Directors/Trustees (the "Plan") pursuant to which each Director/Trustee
(who is not an  employee  of any of the Funds,  the  Advisor,  Administrator  or
Distributor or any of their affiliates) may be entitled to certain benefits upon
retirement from the Board.  Pursuant to the Plan, the normal  retirement date is
the date on which the  eligible  Director/Trustee  has  attained  age 65 and has
completed at least ten years of continuous and non-forfeited service with one or
more  of  the  investment   companies   advised  by  LMC  (or  its   affiliates)
(collectively,  the "Covered Funds"). Each eligible Director/Trustee is entitled
to receive from the Covered


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<PAGE>


Fund an annual  benefit  commencing  on the first  day of the  calendar  quarter
coincident  with or next  following  his date of  retirement  equal to 5% of his
compensation  multiplied  by the  number  of such  Director/Trustee's  years  of
service (not in excess of 15 years) completed with respect to any of the Covered
Portfolios.  Such  benefit is payable to each  eligible  Director  in  quarterly
installments  for ten years  following the date of retirement or the life of the
Director/Trustee.  The Plan establishes age 72 as a mandatory retirement age for
Directors/Trustees; however, Director/Trustees serving the Funds as of September
12,  1995  are not  subject  to such  mandatory  retirement.  Directors/Trustees
serving the Funds as of September 12, 1995 who elect  retirement  under the Plan
prior to  September  12, 1996 will receive an annual  retirement  benefit at any
increased compensation level if compensation is increased prior to September 12,
1997 and receive spousal benefits (i.e., in the event the Director/Trustee  dies
prior to receiving full benefits under the Plan, the  Director/Trustee's  spouse
(if any) will be entitled to receive the  retirement  benefit within the 10 year
period.)

    Retiring  Directors will be eligible to serve as Honorary  Directors for one
year after  retirement and will be entitled to be reimbursed for travel expenses
to attend a maximum of two meetings.

   
    Set forth in the table below are the estimated annual benefits payable to an
eligible  Director upon retirement  assuming  various  compensation and years of
service  classifications.  As of December 31, 1996, the estimated credited years
of service for  Directors  Chadha,  Duer,  Maher,  McCosh,  Miller,  Preston and
Russell are 1, 18, 1, 1, 22, 18 and 15, respectively.
    

                  Highest Annual Compensation Paid by All Funds
                 ----------------------------------------------
                   $20,000    $25,000    $30,000    $35,000

Years of
Service               Estimated Annual Benefit Upon Retirement
--------              ----------------------------------------
   15              $15,000    $18,750    $22,500    $26,250
   14               14,000     17,500     21,000     24,500
   13               13,000     16,250     19,500     22,750
   12               12,000     15,000     18,000     21,000
   11               11,000     13,750     16,500     19,250
   10               10,000     12,500     15,000     17,500


                INVESTMENT ADVISER, DISTRIBUTOR AND ADMINISTRATOR

   
    Lexington Management  Corporation ("LMC"),  P.O. Box 1515, Saddle Brook, New
Jersey 07663 is the  investment  adviser to the Fund  pursuant to an  Investment
Management Agreement dated December 5, 1994, (the "Advisory Agreement").  LFD is
the  distributor  of Fund shares  pursuant  to a  Distribution  Agreement  dated
December 4, 1990 (the "Distribution  Agreement").  Both of these agreements were
approved by the Fund's Board of Directors (including a majority of the Directors
who were not  parties  to either  the  Advisory  Agreement  or the  Distribution
Agreement or  "interested  persons" of any such party) on December 5, 1994.  LMC
makes recommendations to the Fund with respect to its investments and investment
policies.  LMC is paid an investment advisory fee at the annual rate of 1.00% of
the Fund's  average daily net assets.  Advisory fees paid to LMC by the Fund for
the last three  fiscal  years are as follows:  December  31,  1994,  $3,028,315;
December 31, 1995, $2,837,412 and December 31, 1996, $3,176,490.
    

    LMC's  investment  advisory  fee will be reduced  for any fiscal year by any
amount  necessary to prevent Fund expenses from  exceeding the most  restrictive
expense  limitations  imposed by the  securities  laws or  regulations  of those
states or  jurisdictions  in which the Fund's shares are registered or qualified
for sale.  Currently,  the most  restrictive  of such expense  limitation  would
require  LMC to reduce its fee so that  ordinary  expense  (excluding  interest,
taxes, brokerage commissions and extraordinary  expenses) for any fiscal year do
not exceed 2.5% of the first $30 million of the Fund's average daily net assets,
plus 2.0% of the next $70  million,  plus 1.5% of the Fund's  average  daily net
assets in excess of $100 million. LFD pays the advertising and sales expenses of
the  continuous  offering  of  Fund  shares,  including  the  cost  of  printing
prospectuses,  proxies and  shareholder  reports for persons other than existing
shareholders.  The Fund  furnishes  LFD, at printer's  overrun cost paid by LFD,
such copies of its  prospectus  and annual,  semi-annual  and other  reports and
shareholder communications as may reasonably be required for sales purposes.

    LMC  also  acts  as   administrator   to  the  Fund  and  performs   certain
administrative   and  accounting   services,   including  but  not  limited  to,
maintaining  general  ledger  accounts,  regulatory  compliance,  preparation of
financial information for semiannual and annual reports,  preparing registration
statements,   calculating  net  asset  values,  shareholder  communications  and
supervision  of the custodian,  transfer agent and provides  facilities for such
services.  The Fund shall  reimburse  LMC for its actual cost in providing  such
services, facilities and expenses.

    The Advisory Agreement and the Distribution  Agreement are subject to annual
approval by the Fund's Board of Directors and by the  affirmative  vote, cast in
person at a meeting called for such purpose,  of a majority of the Directors


                                       8
<PAGE>

who are  not  parties  either  to the  Advisory  Agreement  or the  Distribution
Agreement, as the case may be, or "interested persons" of any such party. Either
the Fund or LMC may  terminate  the Advisory  Agreement  and the Fund or LFD may
terminate the Distribution Agreement on 60 days' written notice without penalty.
The Advisory Agreement terminates  automatically in the event of assignment,  as
defined in the  Investment  Company Act of 1940.  LMC shall not be liable to the
Fund or its shareholders for any act or omission by LMC, its officers, directors
or employees for any loss  sustained by the Fund or its  shareholders  except in
the case of  willful  misfeasance,  bad  faith,  gross  negligence  or  reckless
disregard of duty.

    LMC and  LFD  are  wholly  owned  subsidiaries  of  Lexington  Global  Asset
Managers,   Inc.,  a  publicly  traded  corporation.   Descendants  of  Lunsford
Richardson,  Sr.,  their  spouses,  trusts  and other  related  entities  have a
majority  voting  control  of  outstanding  shares  of  Lexington  Global  Asset
Managers, Inc.

   
    Of the directors,  officers or employees ("affiliated persons") of the Fund,
Messrs. Corniotes,  DeMichele, Faust, Hisey, Kantor, Lavery, Lederer, Luehs, and
Saler and Mmes. Carnicelli,  Carr, Curcio,  Gilfillan and Mosca (see "Management
of the Fund"),  may also be deemed  affiliates of LMC and LFD by virtue of being
officers,  directors or employees thereof. As of February 28, 1997, all officers
and directors of the Fund as a group owned of record and beneficially  less than
1% of the capital stock of the Fund.
    

                PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS

    The Fund's primary policy is to execute all purchases and sales of portfolio
instruments  at the  most  favorable  prices  consistent  with  best  execution,
considering all of the costs of the transaction including brokerage commissions.
This policy governs the selection of brokers and dealers and the market in which
a  transaction  is  executed.  Consistent  with this  policy,  the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., and such other
policies as the Directors may determine, LMC may consider sales of shares of the
Fund and of the other  Lexington  Funds as a factor in the  selection of brokers
and dealers and the market in which a transaction is executed. However, pursuant
to the Fund's investment  advisory  agreement,  management  consideration may be
given in the selection of broker-dealers to research provided and payment may be
made of a  commission  higher than that charged by another  broker-dealer  which
does not furnish research  services or which furnishes  research services deemed
to be of a  lesser  value,  so long as the  criteria  of  Section  28(e)  of the
Securities  Exchange  Act of 1934  are  met.  Section  28(e)  of the  Securities
Exchange  Act of 1934 was  adopted  in 1975  and  specifies  that a person  with
investment  discretion  shall not be "deemed to have acted unlawfully or to have
breached a fiduciary  duty" solely because such person has caused the account to
pay higher  commission than the lowest  available  under certain  circumstances,
provided that the person so exercising  investment discretion makes a good faith
determination  that the commissions  paid are "reasonable in the relation to the
value of the  brokerage  and  research  services  provided...viewed  in terms of
either that particular transactions or his overall responsibilities with respect
to the accounts as to which he exercises investment discretion."

   
    Currently,  it is not possible to determine the extent to which  commissions
that reflect an element of value for research  services  ("soft  dollars") might
exceed  commissions  that would be payable for  execution  services  alone;  nor
generally can the value of research  services to the Fund be measured.  Research
services  furnished might be useful and of value to LMC and its  affiliates,  in
serving  other  clients as well as the Fund.  On the other  hand,  any  research
services  obtained by LMC or its  affiliates  from the  placement  of  portfolio
brokerage of other  clients  might be useful and of value to LMC in carrying out
its obligations to the Fund.
    

    The Fund anticipates that its brokerage transactions involving securities of
companies  domiciled in countries  other than the United States will normally be
conducted on the principal stock exchanges of those countries. Fixed commissions
of foreign stock exchange  transactions are generally higher than the negotiated
commission  rates  available  in the  United  States.  There is  generally  less
government   supervision   and   regulation  of  foreign  stock   exchanges  and
broker-dealers than in the United States.

   
    The Fund paid  brokerage  commissions  and portfolio  turnover  rates are as
follows:

                 Total Brokerage      Soft Dollar      Portfolio Turnover
                Commissions Paid   Commissions Paid          Rate
                ----------------   ----------------    ------------------
1994 ........     $2,815,460           $125,686             79.56%
1995 ........      3,157,822            247,456             92.85
1996 ........      3,925,598            247,011             86.26
    



                                       9
<PAGE>


                         TAX-SHELTERED RETIREMENT PLANS

    The Fund makes  available a variety of Prototype  Pension and Profit Sharing
plans  including  a 401(k)  Salary  Reduction  Plan and a 403(b)(7)  Plan.  Plan
services are available by contracting the Shareholder Services Department of the
Distributor at 1-800-526-0056.

   
INDIVIDUAL  RETIREMENT  ACCOUNT  (IRA):  Individuals  may  make  tax  deductible
contributions  to their own Individual  Retirement  Accounts  established  under
Section 408 of the Internal Revenue Code (the "Code").  Married investors filing
a joint return neither of whom is an active participant in an employer sponsored
retirement  plan,  or who have an  adjusted  gross  income  of  $40,000  or less
($25,000 or less for single  taxpayers)  may  continue  to make a $2,000  annual
deductible IRA  contribution.  For adjusted gross incomes above $40,000 ($25,000
for single  taxpayers),  the IRA deduction limit is generally phased out ratably
over the next  $10,000 of  adjusted  gross  income,  subject  to a minimum  $200
deductible contribution.  Investors who are not able to deduct a full $2,000 IRA
contribution because of the limitations may make a nondeductible contribution to
their IRA to the extent a deductible contribution is not allowed. Federal income
tax on  accumulations  earned on  nondeductible  contributions is deferred until
such time as these amounts are deemed distributed to an investor.  Rollovers are
also permitted under the Plan. The disclosure statement required by the Internal
Revenue Service ("IRS") is provided by the Fund.
    

    The minimum initial  investment to establish a  tax-sheltered  plan is $250.
Subsequent investments are subject to a minimum of $50 for each account.

   
SELF-EMPLOYED  RETIREMENT PLAN (HR-10):  Self-employed  individuals may make tax
deductible  contributions to a prototype defined  contributions  pension plan or
profit sharing plan. There are,  however,  a number of special rules which apply
when  self-employed  individuals  participate in such plans.  Currently purchase
payments under a  self-employed  plan are  deductible  only to the extent of the
lesser of (i) $30,000 or (ii) 25% of the  individual's  earned annual income (as
defined in the Code) and in applying these limitations not more than $150,000 of
"earned income" may be taken into account.
    

CORPORATE PENSION AND PROFIT SHARING PLANS: The Fund makes available a Prototype
Defined Contribution Pension Plan and a Prototype Profit Sharing Plan.

    All  purchases  and  redemptions  of Fund shares  pursuant to any one of the
Fund's tax sheltered plans must be carried out in accordance with the provisions
of the Plan. Accordingly, all plan documents should be reviewed carefully before
adopting or  enrolling  in the Plan.  Investors  should  especially  note that a
penalty  tax of 10%  may  be  imposed  by the  IRS on  early  withdrawals  under
corporate,  Keogh or IRA plans.  It is  recommended  by the IRS that an investor
consult a tax adviser before investing in the Fund through any of these plans.

    An  investor  participating  in any  of  the  Fund's  special  plans  has no
obligation to continue to invest in the Fund and may terminate the Plan with the
Fund at any time.  Except for  expenses of sales and  promotion,  executive  and
administrative  personnel,  and  certain  services  which are  furnished  by the
investment  adviser,  the cost of the  plans  generally  is  borne by the  Fund;
however, each IRA Plan account is subject to an annual maintenance fee of $12.00
charged by the Agent.

                        DETERMINATION OF NET ASSET VALUE

    The net asset  value per share of the Fund is  normally  determined  at 4:00
p.m. New York time on each Fund "business day" which is any day on which the New
York Stock Exchange is open for business. It is expected that the New York Stock
Exchange  will be  closed  on  Saturdays  and  Sundays  and on New  Year's  day,
President's  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving  Day  and  Christmas  Day.  See  the  Prospectus  for  the  further
discussion of net asset value.

                                   TAX MATTERS

    The  following is only a summary of certain  additional  tax  considerations
generally  affecting the Fund and its shareholders that are not described in the
Prospectus.  No attempt is made to  present a  detailed  explanation  of the tax
treatment of the Fund or its  shareholders,  and the discussions here and in the
Prospectus   are  not  intended  as   substitutes   for  careful  tax  planning.

Qualification as a Regulated Investment Company

    The Fund has elected to be taxed as a  regulated  investment  company  under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As a
regulated  investment company,  the Fund is not subject to federal income tax on
the portion of its net investment income (i.e., taxable interest,  dividends and
other  taxable  ordinary  income,  net of



                                       10
<PAGE>



expenses)  and capital gain net income  (i.e.,  the excess of capital gains over
capital  losses)  that  it  distributes  to   shareholders,   provided  that  it
distributes at least 90% of its  investment  company  taxable income (i.e.,  net
investment  income  and the  excess  of net  short-term  capital  gain  over net
long-term capital loss) for the taxable year (the  "Distribution  Requirement"),
and satisfies  certain other  requirements of the Code that are described below.
Distributions  by the Fund made  during the  taxable  year or,  under  specified
circumstances, within twelve months after the close of the taxable year, will be
considered  distributions  of  income  and  gains of the  taxable  year and will
therefore satisfy the Distribution Requirement.

   
    If the Fund has a net capital loss (i.e.,  the excess of capital losses over
capital  gains) for any year,  the amount  thereof may be carried  forward up to
eight years and treated as a short-term capital loss which can be used to offset
capital gains in such years.  As of December 31, 1996, the Fund has capital loss
carryforwards  of $22,320,887  expiring  through  December 31, 2003.  Under Code
Section 382, if the Fund has an  "ownership  change," then the Fund's use of its
capital loss  carryforwards  in any year following the ownership  change will be
limited to an amount equal to the net asset value of the Fund immediately  prior
to the ownership change multiplied by the highest adjusted long-term  tax-exempt
rate (which is published monthly by the Internal Revenue Service (the "IRS")) in
effect for any month in the  3-calendar-month  period  ending with the  calendar
month in which the  ownership  change  occurs (the  highest rate for the 3-month
period  ending in April,  1997 is 5.50%).  The Fund will use its best efforts to
avoid having an ownership change. However, because of circumstances which may be
beyond the control of the Fund, there can be no assurance that the Fund will not
have, or has not already had, an ownership change. If the Fund has or has had an
ownership  change,  any  capital  gain net  income  for any year  following  the
ownership  change  in  excess  of the  annual  limitation  on the  capital  loss
carryforwards  will have to be  distributed  by the Fund and will be  taxable to
shareholders as described under "Fund Distributions" below.

    In  addition  to  satisfying  the  Distribution  Requirement,   a  regulated
investment  company  must:  (1)  derive at least 90% of its  gross  income  from
dividends,  interest,  certain payments with respect to securities loans,  gains
from the sale or other disposition of stock or securities or foreign  currencies
(to the  extent  such  currency  gains are  directly  related  to the  regulated
investment company's principal business of investing in stock or securities) and
other  income  (including  but not  limited  to gains from  options,  futures or
forward  contracts)  derived  with  respect to its business of investing in such
stock, securities or currencies (the "Income Requirement");  and (2) derive less
than 30% of its gross income  (exclusive of certain gains on designated  hedging
transactions  that are offset by realized  or  unrealized  losses on  offsetting
positions)  from the sale or other  disposition of stock,  securities or foreign
currencies (or options, futures or forward contracts thereon) held for less than
three months (the  "Short-Short  Gain Test").  However,  foreign currency gains,
including  those  derived from options,  futures and  forwards,  will not in any
event be  characterized  as Short-Short Gain if they are directly related to the
regulated investment company's investments in stock or securities (or options or
futures  thereon).  Because of the  Short-Short  Gain Test, the Fund may have to
limit the sale of  appreciated  securities  that it has held for less than three
months.  However,  the  Short-Short  Gain  Test will not  prevent  the Fund from
disposing of investments at a loss,  since the  recognition of a loss before the
expiration of the  three-month  holding period is disregarded  for this purpose.
Interest (including original issue discount) received by the Fund at maturity or
upon the  disposition  of a security held for less than three months will not be
treated  as gross  income  derived  from the sale or other  disposition  of such
security within the meaning of the Short-Short Gain Test.  However,  income that
is attributable to realized market  appreciation will be treated as gross income
from such sale or other disposition of securities for this purpose.
    

    In general,  gain or loss  recognized by the Fund on the  disposition  of an
asset  will  be a  capital  gain  or  loss.  However,  gain  recognized  on  the
disposition  of a debt  obligation  purchased  by the Fund at a market  discount
(generally,  at a price  less than its  principal  amount)  will be  treated  as
ordinary  income to the  extent of the  portion  of the  market  discount  which
accrued  during  the  period  of time the Fund  held  the  debt  obligation.  In
addition,  under the rules of Code Section 988,  gain or loss  recognized on the
disposition of a debt obligation  denominated in a foreign currency or an option
with respect thereto (but only to the extent  attributable to changes in foreign
currency  exchange  rates),  and gain or loss recognized on the disposition of a
foreign currency forward contract, futures contract, option or similar financial
instrument,  or  of  foreign  currency  itself,  except  for  regulated  futures
contracts or  non-equity  options  subject to Code Section 1256 (unless the Fund
elects otherwise), will generally be treated as ordinary income or loss.

   
    Certain  transactions  that may be engaged in by the Fund (such as regulated
futures  contracts,  certain foreign  currency  contracts,  and options on stock
indexes  and futures  contracts)  will be subject to special  tax  treatment  as
"Section 1256 contracts." Section 1256 contracts are treated as if they are sold
for their fair market value on the last business day of the taxable  year,  even
though a  taxpayer's  obligations  (or  rights)  under such  contracts  have not
terminated  (by  delivery,  exercise,  entering  into a closing  transaction  or
otherwise) as of such date. Any gain or loss  recognized as a consequence of the
year-end deemed  disposition of Section 1256 contracts is taken into account for
the  taxable  year  together  with any other  gain or loss  that was  previously
recognized  upon the  termination of Section 1256
    


                                       11
<PAGE>


   
contracts  during that  taxable  year.  Any capital gain or loss for the taxable
year with respect to Section 1256 contracts  (including any capital gain or loss
arising as a  consequence  of the  year-end  deemed sale of such  contracts)  is
generally  treated  as 60%  long-term  capital  gain or loss and 40%  short-term
capital gain or loss. The Fund, however,  may elect not to have this special tax
treatment  apply to Section 1256 contracts  that are part of a "mixed  straddle"
with other  investments of the Fund that are not Section 1256  contracts.  Under
Treasury Regulations,  gains arising from Section 1256 contracts will be treated
for purposes of the Short-Short  Gain Test as being derived from securities held
for not less than three months if the gains arise as a result of a  constructive
sale under Code Section 1256.

    The Fund may purchase  securities  of certain  foreign  investment  funds or
trusts which  constitute  passive  foreign  investment  companies  ("PFICs") for
federal  income tax  purposes.  If the Fund  invests in a PFIC,  it may elect to
treat the PFIC as a  qualified  electing  fund (a "QEF") in which event the Fund
will each year have  ordinary  income  equal to its pro rata share of the PFIC's
ordinary  earnings for the year and long-term capital gain equal to its pro rata
share of the PFIC's net  capital  gain for the year,  regardless  of whether the
Fund receives  distributions  of any such ordinary  earning or capital gain from
the PFIC.  If the Fund does not  (because  it is unable  to,  chooses  not to or
otherwise)  elect  to  treat  the PFIC as a QEF,  then in  general  (1) any gain
recognized  by the Fund upon sale or other  disposition  of its  interest in the
PFIC or any  excess  distribution  received  by the Fund  from the PFIC  will be
allocated  ratably over the Fund's  holding  period of its interest in the PFIC,
(2) the portion of such gain or excess  distribution so allocated to the year in
which the gain is recognized  or the excess  distribution  is received  shall be
included in the Fund's  gross  income for such year as ordinary  income (and the
distribution of such portion by the Fund to  shareholders  will be taxable as an
ordinary  income  dividend,  but such  portion will not be subject to tax at the
Fund  level),  (3) the Fund shall be liable for tax on the portions of such gain
or excess  distribution  so  allocated to prior years in an amount equal to, for
each such prior year,  the sum of (i) the amount of gain or excess  distribution
allocated to such prior year  multiplied by the highest tax rate  (individual or
corporate)  in  effect  for such  prior  year and (ii)  interest  on the  amount
determined under clause (i) for the period from the due date for filing a return
for such prior year until the date for filing a return for the year in which the
gain is  recognized  or the excess  distribution  is  received  at the rates and
methods  applicable  to  underpayments  of tax  for  such  period,  and  (4) the
distribution  by the Fund to shareholders of the portions of such gain or excess
distribution  so  allocated  to prior  years (net of the tax payable by the Fund
thereon)  will  again be  taxable  to the  shareholders  as an  ordinary  income
dividend.

    Under proposed Treasury  Regulations the Fund can elect to recognize as gain
the excess,  as of the last day of its taxable year, of the fair market value of
each share of PFIC stock over the Fund's adjusted tax basis in that share ("mark
to  market  gain").  Such mark to market  gain will be  included  by the Fund as
ordinary  income and will not be subject to the  Short-Short  Gain Test, and the
Fund's holding period with respect to such PFIC stock will commence on the first
day of the next  taxable  year.  If the Fund  makes such  election  in the first
taxable  year it holds PFIC stock,  it will not incur the tax  described  in the
preceding paragraph.
    

    Treasury  Regulations permit a regulated  investment company, in determining
its investment  company taxable income and net capital gain (i.e., the excess of
net  long-term  capital gain over net  short-term  capital loss) for any taxable
year,  to elect  (unless  it has made a taxable  year  election  for  excise tax
purposes as discussed  below) to treat all or any part of any net capital  loss,
any net long-term  capital loss or any net foreign  currency loss incurred after
October 31 as if it had been incurred in the succeeding year.

   
    In addition to satisfying the  requirements  described  above, the Fund must
satisfy  an  asset  diversification  test in  order to  qualify  as a  regulated
investment company.  Under this test, at the close of each quarter of the Fund's
taxable  year,  at least 50% of the value of the Fund's  assets must  consist of
cash and cash items, U.S. Government  securities,  securities of other regulated
investment  companies,  and securities of other issuers (as to each of which the
Fund has not  invested  more than 5% of the value of the Fund's  total assets in
securities  of such  issuer  and does not hold more than 10% of the  outstanding
voting  securities  of such  issuer),  and no more  than 25% of the value of its
total  assets may be invested in the  securities  of any one issuer  (other than
U.S.  Government   securities  and  securities  of  other  regulated  investment
companies),  or in two or more  issuers  which the Fund  controls  and which are
engaged  in the same or similar  trades or  businesses.  With  regard to forward
currency contracts, there does not appear to be any formal or informal authority
which identifies the issuer of such instrument.
    

    If for any taxable year the Fund does not qualify as a regulated  investment
company,  all of its taxable  income  (including  its net capital  gain) will be
subject  to  tax  at  regular   corporate   rates   without  any  deduction  for
distributions to  shareholders,  and such  distributions  will be taxable to the
shareholders  as  ordinary  dividends  to the extent of the Fund's  current  and
accumulated earnings and profits. Such distributions  generally will be eligible
for the dividends-received deduction in the case of corporate shareholders.

Excise Tax on Regulated Investment Companies

    A 4% non-deductible  excise tax is imposed on a regulated investment company
that  fails  to  distribute  in each  calendar  year an  amount  equal to 98% of
ordinary taxable income for the calendar year and 98% of capital gain net



                                       12
<PAGE>


income for the one-year period ended on October 31 of such calendar year (or, at
the  election of a regulated  investment  company  having a taxable  year ending
November 30 or December 31, for its taxable year (a "taxable  year  election")).
The balance of such income must be  distributed  during the next calendar  year.
For the foregoing purposes,  a regulated investment company is treated as having
distributed any amount on which it is subject to income tax for any taxable year
ending in such calendar year.

    For purposes of the excise tax, a regulated  investment  company shall:  (1)
reduce its capital  gain net income (but not below its net capital  gain) by the
amount of any net ordinary loss for the calendar year;  and (2) exclude  foreign
currency  gains and losses  incurred  after October 31 of any year (or after the
end of its taxable year if it has made a taxable year  election) in  determining
the amount of  ordinary  taxable  income  for the  current  calendar  year (and,
instead,  include such gains and losses in determining  ordinary  taxable income
for the succeeding calendar year).

    The Fund intends to make sufficient distributions or deemed distributions of
its ordinary taxable income and capital gain net income prior to the end of each
calendar year to avoid liability for the excise tax.  However,  investors should
note  that  the Fund may in  certain  circumstances  be  required  to  liquidate
portfolio  investments  to make  sufficient  distributions  to avoid  excise tax
liability.

Fund Distributions

   
    The  Fund  anticipates  distributing  substantially  all of  its  investment
company taxable income for each taxable year. Such distributions will be taxable
to  shareholders  as ordinary income and treated as dividends for federal income
tax   purposes,   but  they   generally   should   not   qualify   for  the  70%
dividends-received deduction for corporate shareholders.

    The Fund may either  retain or distribute  to  shareholders  its net capital
gain for each taxable year.  The Fund  currently  intends to distribute any such
amounts.  Net capital gain that is distributed  and designated as a capital gain
dividend will be taxable to shareholders as long-term  capital gain,  regardless
of the length of time the  shareholder  has held his shares or whether such gain
was recognized by the Fund prior to the date on which the  shareholder  acquired
his shares.
    

    Conversely, if the Fund elects to retain its net capital gain, the Fund will
be taxed thereon (except to the extent of any available capital loss carryovers)
at the 35%  corporate  tax rate.  If the Fund  elects to retain its net  capital
gain,  it is  expected  that the Fund also will  elect to have  shareholders  of
record  on the  last day of its  taxable  year  treated  as if each  received  a
distribution  of his pro rata  share of such  gain,  with the  result  that each
shareholder  will be  required  to report his pro rata share of such gain on his
tax return as long-term  capital gain,  will receive a refundable tax credit for
his pro rata share of tax paid by the Fund on the gain,  and will  increase  the
tax basis for his shares by an amount equal to the deemed  distribution less the
tax credit.

       

    Investment  income  that may be  received  by the Fund from  sources  within
foreign  countries may be subject to foreign taxes  withheld at the source.  The
United  States has entered into tax treaties with many foreign  countries  which
entitle the Fund to a reduced rate of, or exemption from,  taxes on such income.
It is impossible to determine the effective rate of foreign tax in advance since
the amount of the Fund's  assets to be  invested  in  various  countries  is not
known.  If more than 50% of the value of the Fund's total assets at the close of
its taxable year consist of the stock or securities of foreign corporations, the
Fund may  elect to "pass  through"  to the  Fund's  shareholders  the  amount of
foreign taxes paid by the Fund. If the Fund so elects, each shareholder would be
required to include in gross income, even though not actually received,  his pro
rata share of the foreign taxes paid by the Fund, but would be treated as having
paid his pro rata share of such foreign taxes and would  therefore be allowed to
either  deduct  such  amount in  computing  taxable  income  or use such  amount
(subject to various Code  limitations)  as a foreign tax credit against  federal
income tax (but not both).  For  purposes of the  foreign tax credit  limitation
rules of the Code, each shareholder would treat as foreign source income his pro
rata share of such foreign taxes plus the portion of dividends received from the
Fund representing  income derived from foreign sources. No deduction for foreign
taxes  could be  claimed  by an  individual  shareholder  who  does not  itemize
deductions.  Each shareholder  should consult his own tax adviser  regarding the
potential application of foreign tax credits.

    Distributions  by the Fund that do not constitute  ordinary income dividends
or capital gain  dividends  will be treated as a return of capital to the extent
of (and in reduction of) the shareholder's  tax basis in his shares;  any excess
will be treated as gain from the sale of his shares, as discussed below.

   
    Distributions  by the Fund will be  treated in the  manner  described  above
regardless  of whether  such  distributions  are paid in cash or  reinvested  in
additional  shares of the Fund (or of another  fund).  Shareholders  receiving a
distribution  in the form of  additional  shares will be treated as  receiving a
distribution in an amount equal to the fair market value of the shares received,
determined as of the reinvestment  date. In addition,  if the net asset value at
the time a shareholder  purchases shares of the Fund reflects  undistributed net
investment  income  or  recognized   capital  gain  net  income,  or  unrealized
appreciation  in the  value of the  assets of the  Fund,  distributions  of such
amounts  will be  taxable to the  shareholder  in the  manner  described  above,
although they economically constitute a return of capital to the shareholder.
    


                                       13
<PAGE>


    Ordinarily, shareholders are required to take distributions by the Fund into
account  in the year in which the  distributions  are made.  However,  dividends
declared  in  October,   November  or  December  of  any  year  and  payable  to
shareholders  of record on a  specified  date in such a month  will be deemed to
have been received by the shareholders  (and made by the Fund) on December 31 of
such  calendar  year if such  dividends  are  actually  paid in  January  of the
following year.  Shareholders  will be advised  annually as to the U.S.  federal
income tax consequences of distributions made (or deemed made) during the year.

   
    The Fund will be required in certain cases to withhold and remit to the U.S.
Treasury 31% of ordinary income  dividends and capital gain  dividends,  and the
proceeds of redemption of shares,  paid to any  shareholder (1) who has provided
either an incorrect  tax  identification  number or no number at all, (2) who is
subject to backup  withholding  for failure to report the receipt of interest or
dividend income  properly,  or (3) who has failed to certify to the Fund that it
is not subject to backup  withholding or that it is an "exempt  recipient" (such
as a corporation).
    

Sale or Redemption of Shares

   
    A  shareholder  will  recognize  gain or loss on the sale or  redemption  of
shares of the Fund in an amount equal to the difference  between the proceeds of
the sale or redemption and the  shareholder's  adjusted tax basis in the shares.
All or a portion of any loss so recognized may be disallowed if the  shareholder
purchases  other  shares of the Fund  within 30 days before or after the sale or
redemption.  In general,  any gain or loss  arising  from (or treated as arising
from) the sale or redemption  of shares of the Fund will be  considered  capital
gain or loss and will be long-term  capital gain or loss if the shares were held
for longer than one year.  However,  any capital  loss  arising from the sale or
redemption  of shares held for six months or less will be treated as a long-term
capital loss to the extent of the amount of capital gain  dividends  received on
such shares. For this purpose,  the special holding period rules of Code Section
246(c)(3)  and (4) generally  will apply in  determining  the holding  period of
shares. Long-term capital gains of noncorporate taxpayers are currently taxed at
a maximum rate 11.6% lower than the maximum rate applicable to ordinary  income.
Capital  losses in any year are  deductible  only to the extent of capital gains
plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income.
    

Foreign Shareholders

    Taxation of a  shareholder  who, as to the United  States,  is a nonresident
alien  individual,  foreign  trust or estate,  foreign  corporation,  or foreign
partnership ("foreign shareholder"), depends on whether the income from the Fund
is  "effectively  connected"  with a U.S.  trade or business  carried on by such
shareholder.

   
    If the income from the Fund is not  effectively  connected with a U.S. trade
or business carried on by a foreign shareholder,  ordinary income dividends paid
to a foreign shareholder will be subject to U.S.  withholding tax at the rate of
30% (or lower  applicable  treaty rate) upon the gross  amount of the  dividend.
Furthermore,  such a foreign shareholder may be subject to U.S.  withholding tax
at the  rate of 30% (or  lower  applicable  treaty  rate)  on the  gross  income
resulting from the Fund's election to treat any foreign taxes paid by it as paid
by its  shareholders,  but may not be  allowed a  deduction  against  this gross
income  or  a  credit  against  this  U.S.   withholding  tax  for  the  foreign
shareholder's pro rata share of such foreign taxes which it is treated as having
paid. Such a foreign  shareholder  would  generally be exempt from U.S.  federal
income tax on gains  realized  on the sale of shares of the Fund,  capital  gain
dividends and amounts  retained by the Fund that are designated as undistributed
capital gains.
    

    If the income from the Fund is  effectively  connected  with a U.S. trade or
business carried on by a foreign  shareholder,  then ordinary income  dividends,
capital gain  dividends,  and any gains  realized upon the sale of shares of the
Fund will be subject to U.S.  federal income tax at the rates applicable to U.S.
citizens or domestic corporations.

   
    In the case of foreign noncorporate  shareholders,  the Fund may be required
to withhold U.S. federal income tax at a rate of 31% on  distributions  that are
otherwise  exempt from  withholding  tax (or taxable at a reduced  treaty  rate)
unless such  shareholders  furnish the Fund with  proper  notification  of their
foreign status.
    

    The tax consequences to a foreign shareholder entitled to claim the benefits
of an  applicable  tax treaty may be  different  from  those  described  herein.
Foreign shareholders are urged to consult their own tax advisers with respect to
the particular tax consequences to them of an investment in the Fund,  including
the applicability of foreign taxes.

Effect of Future Legislation; Local Tax Considerations

    The foregoing general  discussion of U.S. federal income tax consequences is
based on the Code and the Treasury Regulations issued thereunder as in effect on
the date of this  Statement of Additional  Information.  Future  legislative  or
administrative   changes  or  court  decisions  may  significantly   change  the
conclusions  expressed  herein,  and any such  changes or  decisions  may have a
retroactive effect with respect to the transactions contemplated herein.

    Rules of state and local taxation of ordinary  income  dividends and capital
gain dividends from regulated  investment  companies often differ from the rules
for U.S.  federal income taxation  described  above.  Shareholders  are urged to
consult their tax advisers as to the  consequences  of these and other state and
local tax rules affecting investment in the Fund.


                                       14
<PAGE>


                             PERFORMANCE CALCULATION

    For the purpose of quoting and comparing the performance of the Fund to that
of other mutual funds and to other relevant market indices in  advertisements or
in reports to shareholders,  performance may be stated in terms of total return.
Under the rules of the Securities and Exchange  Commission ("SEC rules"),  funds
advertising performance must include total return quotes calculated according to
the following formula:

P(1+T)n = ERV

Where:     P = a hypothetical initial payment of $1,000
           T = average annual total return
           n = number of years (1, 5 or 10)
         ERV = ending redeemable value of a hypothetical  $1,000 payment made at
               the  beginning  of the 1, 5 or 10 year  periods  or at the end of
               the 1, 5 or 10 year periods (or fractional portion thereof).

    Under the foregoing  formula,  the time periods used in advertising  will be
based on rolling calendar  quarters,  updated to the last day of the most recent
quarter prior to submission of the advertising for  publication,  and will cover
one, five and ten year periods or a shorter period dating from the effectiveness
of the Fund's  Registration  Statement.  In  calculating  the ending  redeemable
value,  all  dividends  and  distributions  by the Fund are assumed to have been
reinvested at net asset value as described in the prospectus on the reinvestment
dates during the period.  Total return, or "T" in the formula above, is computed
by finding the  average  annual  compounded  rates of return over the 1, 5 or 10
year  periods (or  fractional  portion  thereof)  that would  equate the initial
amount invested to the ending  redeemable  value. Any recurring  account charges
that might in the future be imposed by the Fund would be included at that time.

    The Fund may also  from time to time  include  in such  advertising  a total
return figure that is not calculated according to the formula set forth above in
order to compare more accurately the performance of the Fund with other measures
of  investment  return.  For example,  in comparing the Fund's total return with
data published by Lipper Analytical  Services,  Inc., or with the performance of
the Standard and Poor's 500 Composite Stock Price Index,  Morgan Stanley Capital
International  World  Index  or the  Dow  Jones  Industrial  Average,  the  Fund
calculates  its  aggregate  total  return for the  specified  periods of time by
assuming the investment of $10,000 in Fund shares and assuming the  reinvestment
of each dividend or other  distribution  at net asset value on the  reinvestment
date.  Percentage  increases are determined by subtracting  the initial value of
the  investment  from the ending  value and by  dividing  the  remainder  by the
beginning value.

   
    In June  1991,  shareholders  approved  a change  in the  Fund's  investment
objective.  Previously,  the  Fund  was  managed  as  a  domestic  growth  fund.
Accordingly, the performance data represents total return under both objectives.
The Lexington  Worldwide Emerging Markets Fund, Inc.'s total return for the one,
five and ten year period ended December 31, 1996 is as follows:
    

                                                     Average Annual
               Period                                 Total Return
              --------                               --------------
 1 year ended December 31, 1996                          7.38%
 5 years ended December 31, 1996                         8.10%
10 years ended December 31, 1996                         8.33%


                               SHAREHOLDER REPORTS

    Shareholders will receive reports at least semi-annually  showing the Fund's
holdings and other  information.  In addition,  shareholders will receive annual
financial  statements  audited by KPMG Peat Marwick LLP, the Fund's  independent
auditors.



                                       15
<PAGE>

Lexington Worldwide Emerging Markets Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1996


Number of                                                              Value
 Shares                            Security                           (Note 1)
--------------------------------------------------------------------------------

                  COMMON STOCKS: 99.9%
               ARGENTINA: 2.0%
       97,000  Banco Frances del Rio de la Plata S.A. .............$  2,667,500
       98,400  Telefonica de Argentina S.A. (ADR) .................   2,546,100
                                                                   ------------
                                                                      5,213,600
                                                                   ------------

               BRAZIL: 12.0%
      379,400  Aracruz Celulose S.A. (ADR) ........................   3,130,050
    8,290,000  Cia Tecidos Norte De Mina (Preferred shares) .......   2,645,622
   12,118,000  Companhia Cimento Portland Itau ....................   4,256,314
      216,800  Compania Vale Do Rio Doce (ADR) (Preferred shares)1.   4,172,858
   24,943,000  Petroleo Brasileiro S.A.(Preferred shares) .........   3,972,759
   54,336,000  Telecomunicacoes Brasileiras S.A. ..................   4,183,341
   20,100,000  Telecomunicacoes de Sao Paulo S.A. .................   4,352,353
3,682,057,000  Usinas Siderurgicas de Minas Gerais S.A. ...........   3,756,140
                                                                   ------------
                                                                     30,469,437
                                                                   ------------

               CHILE: 5.4%
      773,800  Antofagasta Holdings Plc ...........................   4,502,293
      159,100  Banco O'Higgins (ADR) ..............................   3,689,131
      199,300  Banco Santander (ADR) ..............................   2,989,500
      186,100  Maderas y Sinteticos Sociedad Anonima S.A. (ADR) ...   2,605,400
                                                                   ------------
                                                                     13,786,324
                                                                   ------------

               COLUMBIA: 0.7%
       85,000  Banco Ganadero S.A. (ADR) ..........................   1,827,500
                                                                   ------------

               CZECH REPUBLIC: 1.3%
       26,580  SPT Telekon AS1 ....................................   3,305,415
                                                                   ------------

               GREECE: 5.5%
      160,100  Delta Dairy S.A. (Preferred shares) ................   1,330,327
       61,800  Ergo Bank S.A. .....................................   3,132,458
       71,600  Hellenic Bottling Company S.A. .....................   2,294,183
      128,700  Hellenic Tellecommunication Organization S.A. ......   2,198,818
      303,900  Michaniki S.A. .....................................   2,352,757
       49,300  Titan Cement Company ...............................   2,680,715
                                                                   ------------
                                                                     13,989,258
                                                                   ------------

               HONG KONG: 6.3%
      736,000  Citic Pacific, Ltd. ................................   4,272,323
    3,744,000  Founder Hong Kong, Ltd.1............................   1,440,001
    3,986,000  Guangdong Investments ..............................   3,839,136
    7,350,000  Qingling Motors Company1............................   4,062,219
      510,000  Wharf (Holdings), Ltd. .............................   2,545,056
                                                                   ------------
                                                                     16,158,735
                                                                   ------------



                                      16
<PAGE>


Lexington Worldwide Emerging Markets Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1996 (continued)


Number of                                                              Value
 Shares                            Security                           (Note 1)
--------------------------------------------------------------------------------

               HUNGARY: 1.7%
       72,820  Pick Szeged Rt. ....................................$  4,311,087
                                                                   ------------

               INDIA: 1.1%
          200  Bajaj Auto, Ltd. ...................................       4,769
      151,000  Hindalco Industries, Ltd. ..........................   2,767,101
                                                                   ------------
                                                                      2,771,870
                                                                   ------------

               INDONESIA: 4.1%
    1,780,000  PT Ramayana Lestari Sentosa1 .......................   3,842,539
    1,166,000  PT Semen Cibinong ..................................   3,282,073
    1,876,000  PT Tambang Timah ...................................   3,414,518
                                                                   ------------
                                                                     10,539,130
                                                                   ------------

               ISRAEL: 1.5%
       74,300  Teva Pharmaceutical Industries, Ltd. (ADR) .........   3,719,644
                                                                   ------------

               MALAYSIA: 10.2%
       43,000  Berjaya Sports Toto Bhd ............................     214,531
      371,000  Hong Leong Credit Bhd ..............................   2,335,730
    1,765,000  Magnum Corporation Bhd .............................   3,424,462
      265,000  Malayan Banking Bhd ................................   2,938,025
    1,457,000  MBF Capital Bhd ....................................   2,365,348
      260,000  O.Y.L. Industries Bhd ..............................   2,753,904
    1,228,000  Public Finance Bhd .................................   2,139,452
      759,000  Sime Darby Bhd .....................................   2,990,312
    1,310,000  Sungei Way Holdings Bhd ............................   3,890,310
      703,000  Tanjong Plc ........................................   2,811,437
                                                                   ------------
                                                                     25,863,511
                                                                   ------------

               MEXICO: 6.9%
    1,641,000  Cemex S.A. de C.V. "B" .............................   6,399,711
      127,400  Grupo Casa Autrey, S.A. de C.V. (ADR) ..............   2,484,300
    2,721,500  Grupo Industrial Maseco S.A. de C.V. ...............   3,450,264
       71,500  Grupo Televisa S.A. (ADR)1 .........................   1,832,188
      219,700  Tubos De Acero De Mexico S.A. (ADR)1 ...............   3,487,738
                                                                   ------------
                                                                     17,654,201
                                                                   ------------



                                      17
<PAGE>


Lexington Worldwide Emerging Markets Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1996 (continued)


Number of                                                              Value
 Shares                            Security                           (Note 1)
--------------------------------------------------------------------------------

               PAKISTAN: 0.6%
      313,700  Pakistan Investment Fund, Inc.1 ....................$  1,607,713
                                                                   ------------

               PHILIPPINES: 5.8%
    7,079,250  Filinvest Land, Inc.1 ..............................   2,207,218
    4,210,000  Fortune Cement Corporation1 ........................   2,121,007
    8,503,275  International Container Terminal Service, Inc.1 ....   4,445,628
      341,900  Manila Electric Company "B" ........................   2,794,999
    5,919,000  Universal Robina Corporation .......................   3,319,591
                                                                   ------------
                                                                     14,888,443
                                                                   ------------

               POLAND: 7.0%
      116,100  Debica S.A. ........................................   2,597,574
      603,280  Elektrim Towarzystwo Handlowe S.A. .................   5,483,376
       29,803  Gorazdze S.A. ......................................     744,941
      980,100  Mostostal-Export S.A. ..............................   2,329,888
      447,900  Polifarb Cieszyn Wroclaw S.A. ......................   2,489,625
      209,500  Stomil Olsztyn S.A.1 ...............................   2,709,827
       33,361  Zaklady Piwowarski w Zywcu S.A. ....................   1,551,124
                                                                   ------------
                                                                     17,906,355
                                                                   ------------

               PORTUGAL: 1.0%
      86,200   Portugal Telecom S.A. ..............................   2,454,131
                                                                   ------------

               RUSSIA: 5.1%
      27,780   Lexington Troika Dialog Russia Fund, Inc. ..........     312,248
     486,300   LUKoil Holdings of Russia1 .........................   5,495,190
   1,354,000   Rostelekom1 ........................................   3,276,680
  42,869,000   Unified Energy System1 .............................   3,901,079
                                                                   ------------
                                                                     12,985,197
                                                                   ------------

               SINGAPORE: 5.5%
     304,000   City Developments, Ltd. ............................   2,738,310
     760,000   DBS Land, Ltd. .....................................   2,798,075
     654,000   Far East Levingston Shipbuilding, Ltd. .............   3,413,022
     821,000   Jardine Strategic Holdings, Ltd. ...................   2,972,020
     781,000   Want Want Holdings1 ................................   2,054,030
                                                                   ------------
                                                                     13,975,457
                                                                   ------------

               SOUTH AFRICA: 3.2%
      33,000   Anglo American Corporation of South Africa,
                Ltd. (ADR) ........................................   1,798,500
     194,600   Driefontein Consolidated, Ltd. .....................   2,048,970
      85,300   Liberty Life Association of Africa, Ltd. ...........   2,142,897
     122,986   Rustenburg Platinum Holdings, Ltd. (ADR)1 ..........   1,682,759
       7,600   Vaal Reefs Exploration & Mining Company, Ltd. ......     487,440
                                                                   ------------
                                                                      8,160,566
                                                                   ------------



                                      18
<PAGE>



Lexington Worldwide Emerging Markets Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1996 (continued)


Number of                                                              Value
 Shares                            Security                           (Note 1)
--------------------------------------------------------------------------------

               SOUTH KOREA: 2.9%
      43,500   Hyundai Motor Company, Ltd. ........................$  1,028,977
      76,600   Korea Electric Power Corporation ...................   2,228,693
      49,950   Pohang Iron & Steel Company, Ltd. ..................   2,156,327
      20,200   Pohang Iron & Steel Company, Ltd. (ADR) ............     409,050
      27,100   Samsung Electronics Company ........................   1,458,368
                                                                   ------------
                                                                      7,281,415
                                                                   ------------

               TAIWAN: 2.2%
     256,125   Taiwan Fund, Inc. ..................................   5,698,781
                                                                   ------------

               THAILAND: 3.2%
     246,000   Advanced Info Service Plc. .........................   2,110,761
     197,000   BEC World Public Company Ltd.1 .....................   1,782,525
     523,000   Krung Thai Bank Public Company, Ltd. ...............   1,009,690
     310,000   Matichon Public Company, Ltd. ......................     876,559
     191,600   Shinawatra Computer Company, Plc ...................   2,316,533
                                                                   ------------
                                                                      8,096,068
                                                                   ------------

               TURKEY: 1.2%
  11,656,000   Akbank T.A.S. ......................................   1,585,216
  13,834,000   Arcelik A.S. .......................................   1,411,068
                                                                   ------------
                                                                      2,996,284
                                                                   ------------

               VENEZUELA: 3.5%
      95,700   Compania Anonima Nacional Telefonos 
                de Venezuela (ADR)1 ...............................   2,691,563
     621,870   Mantex S.A. (ADR) ..................................   2,709,425
     512,749   Mavesa S.A. (ADR) ..................................   3,433,316
                                                                   ------------
                                                                      8,834,304
                                                                   ------------

               TOTAL COMMON STOCKS (cost $244,923,408) ............ 254,494,426
                                                                   ------------



                                      19
<PAGE>



Lexington Worldwide Emerging Markets Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1996 (continued)

Number of
Shares or
Principal                                                              Value
 Amount                            Security                           (Note 1)
--------------------------------------------------------------------------------

               SHORT-TERM INVESTMENTS: 0.1%

    $300,000   U.S. Treasury Bills, 5.02%, due 02/13/97 
                (cost $298,201) ...................................$    298,158
                                                                   ------------

               TOTAL INVESTMENTS: 100.0% (cost $245,221,609+)
                (Note 1) .......................................... 254,792,584
               Liabilities in excess of other assets: .............    (119,778)
                                                                   ------------

               TOTAL NET ASSETS: 100.0% (equivalent to $11.49 per 
                share on 22,161,235 shares outstanding) ...........$254,672,806
                                                                   ============

1Non-income producing securities.
ADR-American Depository Receipt.
+Aggregate cost for Federal income tax purposes is $245,222,883.


                          ---------------------------


At  December  31,  1996,  the  composition  of the Fund's net assets by industry
concentration was as follows:


Left Column

Banking ...............................   7.8%
Capital Equipment .....................   5.3
Construction and Housing ..............   0.9
Consumer (Durables) ...................   4.6
Consumer (Non-Durables) ...............   8.5
Electrical and Electronics ............   1.5
Energy Sources ........................   3.7
Financial Services ....................   5.2
Gold ..................................   1.0
Health & Personal Care ................   2.4


Right Column

Materials .............................  21.7%
Merchandising .........................   1.5
Multi-Industry ........................  10.7
Real Estate ...........................   4.0
Services ..............................   5.5
Telecommunications ....................   9.8
Trade .................................   2.2
U.S. Government Obligations ...........   0.1
Utilities .............................   3.6
                                        -----
        Total Net Assets .............. 100.0%
                                        =====

                                                                         


                                                                              


    The Notes to Financial Statement are an integral part of this statement.



                                      20
<PAGE>

Lexington Worldwide Emerging Markets Fund, Inc.
Statement of Assets and Liabilities
December 31, 1996


Assets
Investments, at value (cost $245,221,609) (Note 1) ............... $254,792,584
Cash .............................................................      224,869
Foreign currencies, at value (cost $2,097,058) ...................    2,097,348
Receivable for investment securities sold ........................    3,172,247
Receivable for shares sold .......................................      445,011
Dividends and interest receivable ................................      184,512
Foreign taxes recoverable ........................................        7,191
                                                                   ------------
Total Assets .....................................................  260,923,762
                                                                   ------------

Liabilities
Due to Lexington Management Corporation (Note 2) .................      213,891
Payable for investment securities purchased ......................    3,116,159
Payable for shares redeemed ......................................    2,454,555
Accrued expenses .................................................      466,351
                                                                   ------------
Total Liabilities ................................................    6,250,956
                                                                   ------------

Net Assets (equivalent to $11.49 per share
 on 22,161,235 shares outstanding) (Note 3) ...................... $254,672,806
                                                                   ============

Net Assets consist of:
Capital stock-authorized 100,000,000 shares, $1.00 par value 
 per share ....................................................... $ 22,161,235
Additional paid-in capital (Note 1) ..............................  250,326,948
Distributions in excess of net investment income (Note 1) ........      (56,742)
Accumulated net realized loss on investments and 
 foreign currency transactions (Notes 1 and 6) ...................  (27,325,466)
Net unrealized appreciation of investments and 
 foreign currency transactions ...................................    9,566,831
                                                                   ------------
                                                                   $254,672,806
                                                                   ============




   The Notes to Financial Statements are an integral part of this statement.



                                      21
<PAGE>

Lexington Worldwide Emerging Markets Fund, Inc.
Statement of Operations
Year ended December 31, 1996


Investment Income
Income
 Dividends ..........................................$ 5,190,190    
 Interest ...........................................    973,380
                                                     -----------
                                                       6,163,570
 Less: Foreign tax expense ..........................    600,569
                                                     -----------
    Total investment income .........................               $ 5,563,001

Expenses
 Investment advisory fee (Note 2) ...................  3,176,490
 Transfer agent and shareholder servicing expense 
  (Note 2) ..........................................    998,436
 Custodian expense ..................................    766,489
 Accounting expenses (Note 2) .......................    242,862
 Printing and mailing expenses ......................    159,965
 Registration fees ..................................     51,372
 Professional fees ..................................     46,344
 Computer processing fees ...........................     18,114
 Directors' fees and expenses .......................     16,232
 Other expenses .....................................    105,092
                                                     -----------
    Total expenses ..................................                 5,581,396
                                                                    -----------
     Net investment loss ............................                   (18,395)

Realized and Unrealized Gain (Loss) on Investments (Note 4)
 Net realized gain (loss) on:
  Investments .......................................  7,637,557
  Foreign currency transactions .....................   (300,025)
                                                     -----------
     Net realized gain ..............................                 7,337,532
 Net change in unrealized appreciation on:
  Investments ....................................... 12,559,897
  Foreign currency translation of other assets 
   and liabilities ..................................     (2,519)
                                                     -----------
     Net change in unrealized appreciation ..........                12,557,378
                                                                    -----------
     Net realized and unrealized gain ...............                19,894,910
                                                                    -----------

Increase in Net Assets Resulting from Operations ....               $19,876,515
                                                                    ===========

    The Notes to Financial Statements are an integral part of this statement.



                                      22
<PAGE>

Lexington Worldwide Emerging Markets Fund, Inc.
Statements of Changes in Net Assets
Years ended December 31, 1996 and 1995


                                                       1996            1995
                                                  ------------     ------------
Net investment income (loss) .....................$    (18,395)    $  1,973,177
Net realized gain (loss) on investments and
 foreign currency transactions ...................   7,337,532      (33,750,839)
Net change in unrealized appreciation on
 investments and foreign currency translations ...  12,557,378       16,901,196
                                                  ------------     ------------
  Increase (decrease) in net assets 
   resulting from operations .....................  19,876,515      (14,876,466)
Distributions to shareholders from net 
 investment income (Note 1)                              -           (1,973,177)
Distributions to shareholders in excess of net
 investment income (Note 1)                              -             (195,271)
Distributions to shareholders from net realized 
 gains from security transactions (Note 1) .......       -               (9,702)
Decrease in net assets from capital share 
 transactions (Note 3) ........................... (30,748,162)      (5,982,120)
                                                  ------------     ------------
        Net decrease in net assets ............... (10,871,647)     (23,036,736)

Net Assets
Beginning of period .............................. 265,544,453      288,581,189
                                                  ------------     ------------
End of period (including distributions in excess
 of net investment income of $56,742 and 
 $420,121, respectively) .........................$254,672,806     $265,544,453
                                                  ============     ============





   The Notes to Financial Statements are an integral part of these statements.




                                       23
<PAGE>

Lexington Worldwide Emerging Markets Fund, Inc.
Notes to Financial Statements
December 31, 1996 and 1995


1.  Significant Accounting Policies

Lexington  Worldwide  Emerging  Markets  Fund,  Inc. (the "Fund") is an open-end
diversified  management  investment  company  registered  under  the  Investment
Company Act of 1940,  as amended.  The Fund's  investment  objective  is to seek
long-term growth of capital  primarily  through  investment in equity securities
domiciled in, or doing business in, emerging countries and emerging markets. The
following is a summary of significant  accounting  policies followed by the Fund
in the preparation of its financial statements:

    Investments  Security  transactions are accounted for on a trade date basis.
Realized  gains and losses  from  investment  transactions  are  reported on the
identified  cost basis.  Securities  traded on a recognized  stock  exchange are
valued at the last sales price  reported by the exchange on which the securities
are traded.  If no sales price is  recorded,  the mean  between the last bid and
asked price is used. Securities traded on the over-the-counter market are valued
at the mean between the last current bid and asked price.  Short-term securities
having a  maturity  of 60 days or less  are  stated  at  amortized  cost,  which
approximates  market  value.  Securities  for which  market  quotations  are not
readily  available and other assets are valued by Fund  management in good faith
under the direction of the Fund's Board of Directors.  All investments quoted in
foreign  currencies  are  valued in U.S.  dollars  on the  basis of the  foreign
currency exchange rates prevailing at the close of business. Dividend income and
distributions  to shareholders  are recorded on the ex-dividend  date.  Interest
income,  adjusted for  amortization  of premiums and accretion of discounts,  is
accrued as earned.

    Foreign  Currency  Transactions  Foreign  currencies  (and  receivables  and
payables  denominated in foreign  currencies)  are translated  into U.S.  dollar
amounts at current  exchange rates.  Translation  gains or losses resulting from
changes in exchange  rates and realized  gains and losses on the  settlement  of
foreign currency  transactions  are reported in the statement of operations.  In
addition, the Fund may enter into forward foreign exchange contracts in order to
hedge  against  foreign  currency  risk in the  purchase  or sale of  securities
denominated in foreign currency.  The Fund may also enter into such contracts to
hedge against changes in foreign currency exchange rates on portfolio positions.
These  contracts  are marked to market  daily,  by  recognizing  the  difference
between the contract  exchange  rate and the current  market rate as  unrealized
gains or losses.  Realized  gains or losses are  recognized  when  contracts are
closed and are reported in the  statement of  operations.  There were no foreign
exchange contracts outstanding at December 31, 1996.

    Federal Income Taxes It is the Fund's policy to comply with the requirements
of the Internal Revenue Code applicable to "regulated  investment companies" and
to  distribute  all of its taxable  income to its  shareholders.  Therefore,  no
provision for Federal income taxes is required.

    Distributions  Dividends from net investment income and net realized capital
gains  are  normally  declared  and  paid  annually,   but  the  Fund  may  make
distributions  on  a  more  frequent  basis  to  comply  with  the  distribution
requirements of the Internal  Revenue Code. The character of income and gains to
be distributed  is determined in accordance  with income tax  regulations  which
may differ from generally accepted accounting principles.  At December 31, 1996,
reclassifications  were made to the Fund's capital accounts to reflect permanent
book/tax  differences  and income and gains  available for  distributions  under
income tax  regulations.  Net  investment  income,  net  realized  gains and net
realized assets were not affected by this change.


                                       24
<PAGE>

Lexington Worldwide Emerging Markets Fund, Inc.
Notes to Financial Statements
December 31, 1996 and 1995 (continued)


    Use of Estimates The preparation of financial  statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the financial  statements and the reported  amounts of increases and
decreases in net assets from  operations  during the  reporting  period.  Actual
results could differ from those estimates.

2. Investment Advisory Fee and Other Transactions with Affiliate

    The Fund pays an investment advisory fee to Lexington Management Corporation
("LMC") at an annual rate of 1.00% of the Fund's  average daily net assets.  The
investment advisory contract provides that the total annual expenses of the Fund
(including management fees, but excluding interest, taxes, brokerage commissions
and extraordinary expenses) will not exceed the level of expenses which the Fund
is permitted to bear under the most restrictive  expense  limitation  imposed by
any state in which shares of the Fund are offered for sale. No reimbursement was
required for the year ended December 31, 1996.

    The Fund also reimbursed LMC for certain expenses,  including accounting and
shareholder  servicing  costs of $517,910  which were incurred by the Fund,  but
paid by LMC.

3. Capital Stock

Transactions in capital stock were as follows:

<TABLE>
<CAPTION>
                                                               Year ended                  Year ended
                                                           December 31, 1996           December 31, 1995
                                                        ------------------------     ----------------------
                                                          Shares        Amount        Shares         Amount
                                                          ------        ------        ------         ------
<S>                                                     <C>          <C>              <C>          <C>       
    Shares sold ...................................... 22,719,087    $266,562,359    22,479,065    $242,654,550
    Shares issued to shareholders on reinvestment
     of dividends ....................................      -               -           183,411       1,963,204
                                                       ----------     -----------    ----------    ------------
                                                       22,719,087     266,562,359    22,662,476     244,617,754
    Shares redeemed ..................................(25,383,903)   (297,310,521)  (23,001,849)   (250,599,874)
                                                       ----------     -----------    ----------    ------------
     Net decrease .................................... (2,664,816)   $(30,748,162)     (339,373)   $ (5,982,120)
                                                       ==========    ============    ==========    ============

</TABLE>


4. Purchases and Sales of Investment Securities

    The cost of purchases  and proceeds  from sales of  securities  for the year
ended December 31, 1996, excluding short-term securities, were $ 255,441,337 and
$ 274,438,387, respectively.

    At December 31, 1996, the aggregate gross  unrealized  appreciation  for all
securities  in which  there is an  excess  of value  over tax cost  amounted  to
$35,995,940 and aggregate gross  unrealized  depreciation  for all securities in
which there is an excess of tax cost over value amounted to $26,430,383.


                                       25
<PAGE>


Lexington Worldwide Emerging Markets Fund, Inc.
Notes to Financial Statements
December 31, 1996 and 1995 (continued)


5. Investment and Concentration Risks

    The Fund's  investments in foreign  securities may involve risks not present
in domestic  investments.  Since  foreign  securities  may be  denominated  in a
foreign currency and involve settlement and pay interest or dividends in foreign
currencies,  changes in the relationship of these foreign currencies to the U.S.
dollar can significantly affect the value of the investments and earnings of the
Fund.  Foreign  investments  may also  subject  the Fund to  foreign  government
exchange  restrictions,  expropriation,  taxation or other political,  social or
economic developments,  all of which could affect the market and/ or credit risk
of the investments.

    In  addition  to the risks  described  above,  risks may arise from  forward
foreign  currency   contracts  as  a  result  of  the  potential   inability  of
counterparties to meet the terms of their contracts.

6. Federal Income Taxes-Capital Loss Carryforwards

    Capital loss  carryforwards  available for federal income tax purposes as of
December 31, 1996 are approximately $22,320,887 expiring in 2003.

    To the extent  any future  capital  gains are offset by these  losses,  such
gains would not be distributed to shareholders.





                                       26


<PAGE>

Lexington Worldwide Emerging Markets Fund, Inc.
Financial Highlights


Selected per share data for a share outstanding throughout the period:

<TABLE>
<CAPTION>

                                                                    Year ended December 31,
                                                          ----------------------------------------------
                                                           1996      1995      1994      1993     1992
                                                           ----      ----      ----      ----     ----
<S>                                                       <C>       <C>       <C>       <C>       <C>
Net asset value, beginning of period .................... $10.70    $11.47    $13.96    $ 8.66    $ 9.03
                                                          ------    ------    ------    ------    ------

Income (loss) from investment operations:
 Net investment income (loss) ...........................      -       .08      (.01)      .05       .07
 Net realized and unrealized gain
  (loss) on investments and foreign currency 
  transactions ..........................................    .79      (.76)    (1.92)     5.43       .27
                                                          ------    ------    ------    ------    ------
Total income (loss) from investment operations ..........    .79      (.68)    (1.93)     5.48       .34
                                                          ------    ------    ------    ------    ------

Less distributions:
 Dividends from net investment income ...................      -      (.08)        -      (.01)     (.11)
 Distributions in excess of net investment income
  (temporary book-tax difference) .......................      -      (.01)        -         -         -
 Distributions from net realized gains ..................      -         -      (.47)     (.17)     (.60)
 Distributions in excess of net realized gains (temporary
   book-tax difference) .................................      -         -      (.09)        -         -
                                                          ------    ------    ------    ------    ------
Total distributions .....................................      -      (.09)     (.56)     (.18)     (.71)
                                                          ------    ------    ------    ------    ------
Net asset value, end of period .......................... $11.49    $10.70    $11.47    $13.96    $ 8.66
                                                          ======    ======    ======    ======    ======
Total return ............................................   7.38%    (5.93%)  (13.81%)   63.37%     3.77% 

Ratio to average net assets:
 Expenses ...............................................   1.76%     1.88%     1.65%     1.64%     1.89% 
 Net investment income (loss) ...........................   (.01%)     .70%     (.06%)     .21%      .75% 
Portfolio turnover rate .................................  86.26%    92.85%    79.56%    38.35%    91.27% 
Average commission paid on equity security transactions*       -         -         -         -         -
Net assets at end of period (000's omitted) ............$254,673  $265,544  $288,581  $230,473   $30,021

</TABLE>


---------------
*The average commission paid on equity security  transactions for the year ended
 December  31, 1996 is less than $0.005 per share of  securities  purchased  and
 sold. In accordance with recent SEC disclosure guidelines,  average commissions
 are calculated for the current period and not for prior periods.





                                       27
<PAGE>


Independent Auditors' Report

The Board of Directors and Shareholders
Lexington Worldwide Emerging Markets Fund, Inc.:

    We have audited the  accompanying  statements of net assets  (including  the
portfolio of  investments)  and assets and  liabilities  of Lexington  Worldwide
Emerging  Markets Fund, Inc. as of December 31,  1996, the related  statement of
operations for the year then ended,  the statements of changes in net assets for
each  of the  years  in the  two-year  period  then  ended,  and  the  financial
highlights  for each of the years in the  five-year  period  then  ended.  These
financial  statements  and financial  highlights are the  responsibility  of the
Fund's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements and financial highlights based on our audits.

    We conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December  31,  1996 by  correspondence  with  the  custodian.  As to  securities
purchased  or  sold  but not yet  received  or  delivered,  we  performed  other
appropriate auditing procedures. An audit also includes assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

    In our opinion,  the financial  statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Lexington  Worldwide Emerging  Markets Fund, Inc. as of December  31, 1996,  the
results of its operations for the year then ended, the changes in its net assets
for each of the years in the  two-year  period  then  ended,  and the  financial
highlights  for  each of the  years  in the  five-year  period  then  ended,  in
conformity with generally accepted accounting principles.

                                                           KPMG Peat Marwick LLP

New York, New York
February 10, 1997




                                       28