LEXINGTON TROIKA DIALOG RUSSIA FUND INC
N-30D, 1997-02-27
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Dear Shareholders:
- --------------------------------------------------------------------------------

    This is the first annual report for the Lexington Troika Dialog Russia Fund.
The Fund  became  available  for sale on July 3, 1996,  a day which has  greater
significance  as the  date  for the  second  round  of  voting  for the  Russian
Presidential elections.

    The  highlight  of  1996  was the  Russian  Presidential  elections  and the
re-election  of  President  Yeltsin.  It  was  this  event  and  the  increasing
anticipation  of defeat for the  Communist  Party,  which  propelled  the equity
markets in the second quarter of 1996,  advancing 100% in this period.  The boom
was  led by  the  most  liquid  stocks  such  as  Mosenergo,  Lukoil,  UES,  and
Rostelecom.

    The bull  market  evaporated  on July  fourth,  and a 30%  rapid  correction
indicated that the much  anticipated new wave of investment was not yet ready to
invest in Russia.  The third quarter of 1996 was a somewhat  uneventful  period,
comprising  a series of market  rallies,  which were dealt a heavy blow with the
news that President Yeltsin would have to undergo heart surgery.

    The fourth quarter of 1996 was altogether more  optimistic.  The President's
heart  operation  was  successfully  completed.   Investor  interest  in  Russia
increased due to a very well received ADR placing for the gas company Gazprom, a
successful  debut of a sovereign  Eurobond  issue,  and the arrival of the first
Russian  company to be listed on the NYSE.  During late 1996,  management of the
economy returned, as many of the pre-election  expenditure promises were left to
wither, and the collection of taxes and state revenue became primary objectives.

    Through  the  end  of  1996,  the  Fund  maintained  an  approximate  sector
allocation of 35% in Oil and Gas,  20%  Utilities, and 20% Telecoms. In order to
be able to ensure overall liquidity,  the Fund maintained a high level of liquid
debt  instruments  at  20%.  Major  portfolio  holdings  included  Lukoil,  UES,
Rostelecom, and the sovereign Eurobond issue.

                                Fund Performance

                                     July 3, 1996  December 31, 1996  % Change
                                     ------------  -----------------  --------
Unmanaged Moscow Times Index .........   150.98          143.54         (4.9%)
Unmanaged Russian Trading System Index   227.79          200.50        (12.0%)
Fund Net Asset Value .................   12.12            11.24         (4.6%)*


                      Market Strategy and Outlook for 1997

    Economy:  Increasing  focus on the  economy  is  expected  in 1997.  Monthly
performance will be partly judged by whether or not the government is allowed to
make the regular draw downs on the $10 billion IMF loan. The continuing decrease
of  inflation  to  around  12% for  1997  from  22% in  1996,  and 130% in 1995,
controlled  ruble  depreciation,  and the anticipation of GDP growth in 1997 are
among the more positive  features of the economy.  On the negative  side,  there
remains the risk of labor  unrest due to the  inability to fully escape from the
clutches of the barter cycle.

    Politics:  The President's  health remains a distraction.  New  presidential
elections  in  the  event  of  Yeltsin's   death  or  incapacity   would  create
uncertainty.  The communist draw at the polls is, however,  likely to decline as
restructuring advances. In the meantime, likely successors hovering in the wings
include Prime Minister  Chernomyrdin,  former  General  Lebed,  and Moscow Mayor
Luzhkov.



                                       1
<PAGE>

    Markets:  Investors  are likely to increase  their  Russia  weighting.  This
process is already  underway in the first weeks of 1997.  Investors  are keen to
see  whether  Russia can repeat  its 1996 feat of showing  the best  performance
among  emerging  markets,  recording  an increase of over 150%  according to the
unmanaged   International  Finance  Corporation  Global  Russia  Index.  Primary
interest  remains among the more liquid  shares,  and in particular  among those
shares where an ADR has been  created.  The Fund will aim to emulate this trend.
There is still  considerable  risk in this  market;  so  although  our long term
outlook is quite bullish we expect a  continuation  of volatility  over the near
term. Sincerely,

     Gavin Rankin             Nancy Herring            Robert M. DeMichele
     Portfolio Manager        Portfolio Manager        President
     February, 1997           February, 1997           February, 1997


                                   CHART/BEGIN
            Printed version of this shareholder report contains a 
            graphic chart indicating the comparison of change in 
            value of a $10,000 investment in Lexington Troika 
            Dialog Russia Fund, Inc., the unmanaged Moscow Times (MT)
            Index and the unmanaged Russian Trading System (RTS)
            Index from 7/3/96 through 12/31/96.
                                   CHART/END


*-9.01% is the since commencement  (7/3/96) average annual standard total return
 for the period ended December  31, 1996.  Investment return and principal value
 of  an  investment will  fluctuate so that an investor's shares, when redeemed,
 may  be  worth  more or  less than their original cost. Total return represents
 past performance and is not predictive of future results.




                                       2
<PAGE>

Lexington Troika Dialog Russia Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1996

  Number                                                                 Value
of Shares                              Security                         (Note 1)
- --------------------------------------------------------------------------------
             Common Stock: 79.8%

             Food Wholesalers: 3.3% 
    21,360   Krasny Oktyabr2 ......................................  $  448,560
                                                                     ----------

             Merchandising: 2.8%
     9,000   Trade House GUM2 .....................................     247,500
     2,500   Trade House GUM (ADR)2 ...............................     140,417
                                                                     ----------
                                                                        387,917
                                                                     ----------

             Natural Gas: 2.6%
    20,500   Gazprom (ADR)2 .......................................     361,825
                                                                     ----------

             Oil & Gas Drilling: 14.7%
   130,000   Kondpetroleum2 .......................................     188,500
   135,000   Megionneftegaz2 ......................................     432,000
    40,000   Megionneftegaz (Preferred shares)2 ...................      85,400
    10,000   Nizhnevartovskneftegaz (Preferred shares)1,2 .........      25,000
    79,000   Noyabrskneftegaz2 ....................................     495,725
    30,000   Noyabrskneftegaz (Preferred shares)2 .................     126,000
   150,000   Orenburgneft2 ........................................     405,000
     6,000   Tatneft (ADR)2 .......................................     288,000
                                                                     ----------
                                                                      2,045,625
                                                                     ----------

             Oil & Gas Exploration: 18.4%
    25,000   Chernogorneft2 .......................................     298,750
    25,000   Chernogorneft (ADR)2 .................................     312,500
    35,000   LUKoil Holdings2 .....................................     395,500
     7,000   LUKoil Holdings of Russia (ADR) ......................     326,060
    12,200   Permenergo2 ..........................................     201,910
     2,000   Permneft2 ............................................     101,000
   200,000   Purneftegaz2 .........................................     520,000
    65,000   Tomskneft2 ...........................................     317,200
    10,000   Tomskneft (Preferred shares)2 ........................      34,550
     1,000   Udmurtneft1,2 ........................................      38,500
                                                                     ----------
                                                                      2,545,970
                                                                     ----------

             Services: 0.2%
    80,000   Tsum Jsc Torgovy2 ....................................      31,240
                                                                     ----------



                                       3
<PAGE>


Lexington Troika Dialog Russia 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)
- --------------------------------------------------------------------------------
             Telecommunications: 21.7%
     6,110   Chelyabinskvyazinform1,2 ...............................$   91,650
     2,600   Chelyabinskvyazinform (Preferred shares)1,2 ............    27,999
   210,000   Irkutskelectrosvyaz2 ...................................   115,500
     1,022   Moscow Telephone Systems2 ..............................   756,280
       600   Moscow Telephone Systems (Preferred shares)2 ...........   255,000
   126,000   Nizhnovsvyazinform1,2 ..................................   252,000
   100,000   Nizhnovsvyazinform (Preferred shares)1,2 ...............   110,000
   285,000   Rostelekom2 ............................................   689,700
    50,000   Rostelekom (Preferred shares)2 .........................    93,500
     2,500   Samarasvyazinform2 .....................................   112,500
     3,000   Samarasvyazinform (Preferred shares)1,2 ................    90,000
   300,000   St. Petersburg Telecommunication2 ......................   330,000
   100,000   St. Petersburg Telecommunication (Preferred shares)1,2 .    75,000
                                                                     ----------
                                                                      2,999,129
                                                                     ----------
             Transportation-Shipping: 0.1%
    10,000   Primorsk Sea Shipping1,2 ...............................    17,500
                                                                     ----------

             Utilities: 16.0%
 2,500,000   Irkutskenergo2 .........................................   331,250
   250,000   Lenenergo (Preferred shares)2 ..........................    65,000
   400,000   Mosenergo2 .............................................   408,000
     3,000   Mosenergo (ADR)2 .......................................    92,001
   800,000   Samaraenergo2 ..........................................   268,000
   624,000   Sverdlovskenergo (Preferred shares)1,2 .................    96,720
 9,000,000   Unified Energy System2 .................................   819,000
 2,000,000   Unified Energy System (Preferred shares)2 ..............   133,200
                                                                     ----------
                                                                      2,213,171
                                                                     ----------
             Total Common Stock
             (Cost $10,092,963) .....................................11,050,937
                                                                     ----------

             Government Obligations: 10.5%
$1,500,000   Russian Ministry of Finance Note
             9.25%, due 11/27/01 (Cost $1,493,538) .................. 1,450,314
                                                                     ----------



                                       4
<PAGE>

Lexington Troika Dialog Russia Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1996 (continued)

 Principal                                                              Value
  Amount                               Security                         (Note 1)
- --------------------------------------------------------------------------------
             Short-Term Investments: 8.4%
  $400,000   United States Treasury Bill 5.13% due 02/06/97 ....... $   397,932
   800,000   United States Treasury Bill 5.16% due 12/11/97 .......     760,128
                                                                    -----------

             Total Short-Term Investments
             (Cost $1,158,253) ....................................   1,158,060
                                                                    -----------

             Total Investments: 98.7%
             (Cost $12,744,754+) (Note 1) .........................  13,659,311


             Other assets in excess of liabilities: 1.3% ..........     187,145
                                                                    -----------

             Total Net Assets: 100.0%
             (equivalent to $11.24 per share on 1,232,123
             shares outstanding) .................................. $13,846,456
                                                                    ===========

1Restricted Security (Note 7).
2Non-income producing security.
ADR-American Depository Receipt.
+Aggregate cost for Federal income tax purposes is $12,799,837.





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

                                       5

<PAGE>

Lexington Troika Dialog Russia Fund, Inc.
Statement of Assets and Liabilities
December 31, 1996

Assets
Investments, at value (cost $12,744,754) (Note 1) ................  $13,659,311
Cash .............................................................      498,580
Due from Lexington Management Corporation (Note 2) ...............       80,159
Receivable for investment securities sold ........................      300,000
Receivable for shares sold .......................................       67,140
Interest receivable ..............................................       16,090
Deferred organization expense, net (Note 1) ......................       94,533
Other receivable .................................................           72
                                                                    -----------
          Total Assets ...........................................   14,715,885
                                                                    -----------

Liabilities
Payable for investment securities purchased ......................      625,250
Distributions payable ............................................        4,565
Accrued expenses .................................................      132,596
Other liabilities ................................................      107,018
                                                                    -----------
          Total Liabilities ......................................      869,429
                                                                    -----------

Net Assets (equivalent to $11.24 per share
  on 1,232,123 shares outstanding) (Note 4) ......................  $13,846,456
                                                                    ===========

Net Assets consist of:
Capital stock-authorized 1,000,000,000 shares, $.001 
  par value per share ............................................  $     1,232
Additional paid in capital .......................................   12,911,542
Accumulated net realized gain on investments (Note 1) ............       19,125
Unrealized appreciation on investments ...........................      914,557
                                                                    -----------
          Total Net Assets .......................................  $13,846,456
                                                                    ===========

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


                                       6
<PAGE>

Lexington Troika Dialog Russia Fund, Inc.
Statement of Operations
June 3, 1996 (commencement of operations) to December 31, 1996

Investment Income
     Interest ..............................................          $  98,409
                                                                      ---------

Expenses
   Custodian expense .......................................  105,882
   Investment advisory fee (Note 2) ........................   65,149
   Professional fees .......................................   34,058
   Directors' fees and expenses ............................   26,509
   Printing and mailing expenses ...........................   16,620
   Distribution expense (Note 3) ...........................   13,030
   Amortization of deferred organization costs (Note 1) ....   12,485
   Transfer agent and shareholder servicing expense (Note 2)    9,640
   Accounting expenses (Note 2) ............................    7,477
   Registration fees .......................................    3,278
   Computer processing fees ................................    2,886
   Other expenses ..........................................    4,557
                                                              -------
       Total expenses ......................................  301,571
         Less: expenses voluntarily reimbursed by the
           investment adviser (Note 2) .....................  145,137   156,434
                                                             -------- ---------
           Net investment loss .............................            (58,025)

Realized and Unrealized Gain on Investments (Note 5)
    Net realized gain on investments .......................            457,898

    Net change in unrealized appreciation on investments ...            914,557
                                                                     ----------
           Net realized and unrealized gain ................          1,372,455
                                                                     ----------
Increase in Net Assets Resulting from Operations ...........         $1,314,430
                                                                     ==========


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



                                       7
<PAGE>

Lexington Troika Dialog Russia Fund, Inc.
Statement of Changes in Net Assets
June 3, 1996 (commencement of operations) to December 31, 1996


Net investment loss ..............................................  $   (58,025)
Net realized gain from investments ...............................      457,898
Net change in unrealized appreciation on investments .............      914,557
                                                                    -----------
    Net increase in net assets resulting from operations .........    1,314,430

Distributions to shareholders from net realized gains on  
  investments ....................................................     (380,748)
Increase in net assets from capital share transactions (Note 4) ..   12,912,774
                                                                    -----------
    Net increase in net assets ...................................   13,846,456

Net Assets:
Beginning of period ..............................................        -
                                                                    -----------
End of period ....................................................  $13,846,456
                                                                    ===========


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



                                       8
<PAGE>

Lexington Troika Dialog Russia Fund, Inc.
Notes to Financial Statements
June 3, 1996 (commencement of operations) to December 31, 1996

1. Significant Accounting Policies

Lexington   Troika  Dialog  Russia  Fund,  Inc.  (the  "Fund")  is  an  open-end
non-diversified  management  investment  company registered under the Investment
Company Act of 1940,  as amended.  The Fund's  investment  objective  is to seek
long-term  capital  appreciation  through  investments  primarily  in the equity
securities  of  "Russian  Companies"  as  defined  in the  prospectus.  The Fund
commenced  operations  on June 3,  1996 and its  registration  statement  became
effective on July 3, 1996. 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. However, when Fund management deems it appropriate,  prices
obtained for the day of  valuation  from a third party  pricing  service will be
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  is  recorded  on the
ex-dividend date.  Occasionally  dividend  information on foreign  securities is
received  after the  ex-dividend  date and the income is recorded as soon as the
information is available to the Fund. 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 a 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 forward foreign currency 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 are determined in accordance  with income tax  regulations  which
may differ from generally accepted accounting principals.  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  distribution  under
income tax  regulations.  Net investment  income,  net realized  gains,  and net
assets were not affected by this change.

                                       9
<PAGE>

Lexington Troika Dialog Russia Fund, Inc.
Notes to Financial Statements
June 3, 1996 (commencement of operations) to December 31, 1996 (continued)

    Deferred  Organization  Expenses  Organization expenses aggregating $107,018
have been deferred and are being  amortized on a  straight-line  basis over five
years.

    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 may 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 1.25% of the Fund's  average  daily net assets.  In
connection with providing  investment advisory services,  LMC has entered into a
sub-advisory contract with Troika Dialog Asset Management,  ZAO ("Troika") under
which Troika provides the Fund with investment management services.  Pursuant to
the terms of the sub-advisory contract between LMC and Troika, LMC pays Troika a
monthly  sub-advisory  fee at the annual  rate of 0.625% of the  Fund's  average
daily net assets.  LMC has voluntarily  agreed to reimburse the Fund for certain
expenses. The investment advisory fee and expense reimbursement are set forth in
the statement of operations.

    The Fund also reimbursed LMC for certain expenses,  including accounting and
shareholder servicing costs of $11,626 which were incurred by the Fund, but paid
by LMC.

3. Distribution Plan

The Fund has a Distribution  Plan (the "Plan") which allows  payments to finance
activities  associated  with the  distribution  of the Fund's  shares.  The Plan
provides  that the  Fund may pay  distribution  fees on a  reimbursement  basis,
including  payments to Lexington Funds  Distributor,  Inc.  ("LFD"),  the Fund's
distributor,  in amounts  not  exceeding  0.25% per annum of the Fund's  average
daily net assets. Total distribution  expenses for the period ended December 31,
1996 were $13,030 and are set forth in the statement of operations.

4. Capital Stock

Transactions in capital stock were as follows:

                                                           June 3, 1996
                                                   (commencement of operations)
                                                      to December 31, 1996
                                                  -----------------------------
                                                    Shares             Amount
                                                  ---------         -----------
Shares sold ....................................  1,211,091         $12,667,903
Shares issued on reinvestment of dividends .....     33,799             376,183
                                                  ---------         -----------
                                                  1,244,890          13,044,086

Shares redeemed ................................    (12,767)           (131,312)
                                                  ---------         -----------
  Net increase .................................  1,232,123         $12,912,774
                                                  ---------         -----------

                                       10
<PAGE>

Lexington Troika Dialog Russia Fund, Inc.
Notes to Financial Statements
June 3, 1996 (commencement of operations) to December 31, 1996 (continued)

5. Purchases and Sales of Investment Securities

The cost of purchases and proceeds from sales of securities for the period ended
December 31,  1996,  excluding  short-term  securities,  were $  16,573,159  and
$5,444,180, 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
$1,422,719 and aggregate  gross  unrealized  depreciation  for all securities in
which there is an excess of tax cost over value amounted to $563,245.

6. Investment and Concentration Risks

The Fund's  investments are concentrated in Russian securities and are therefore
exposed to the risks associated with that country. These risks, which may not be
present in domestic investments or in other developed countries, include:

    Market,  Concentration,  and Liquidity Risks The Russian  securities markets
are substantially smaller, less liquid, and significantly more volatile than the
securities markets in the United States. A limited number of issuers represent a
disproportionately large percentage of market capitalization and trading volume.
Due to these factors,  obtaining prices on portfolio securities from independent
sources may be more difficult than in other  markets.  In addition,  despite the
Fund's policies and procedures addressing liquidity, it may be difficult for the
Fund  to  obtain  or  dispose  of some  investment  securities  because  of poor
liquidity.

    Settlement  and  Custody  Risks  Because  of  the  recent  formation  of the
securities  markets  as well as the  underdeveloped  state  of the  banking  and
telecommunications systems,  settlement,  clearing, and registration are subject
to  significant  risks not normally  associated  with  investments in the United
States and more developed  markets.  Ownership of shares is defined according to
entries in the company's share register  (maintained by third party  registrars)
and normally  evidenced by extracts from the register.  These registrars are not
necessarily  subject to effective state supervision,  and it is possible for the
fund to lose its registration through fraud, negligence, or even mere oversight.
In addition, the extracts have no legal enforceability,  and it is possible that
subsequent  illegal  amendment or other  fraudulent acts may deprive the Fund of
its ownership rights.  Uncertainty in settlement results from the time necessary
for buyers and sellers to physically  deliver  documents to the registrars which
may be located in remote areas.  In the case of  purchases,  payment is not made
until the custodian has physically  received the extract.  For sales, the client
may be forced to remit securities before payment is received.

    Foreign  Currency  and  Exchange  Risk The  Fund's  assets are  invested  in
securities  which  are  denominated  in  rubles.   Rubles  are  not  yet  freely
convertible into other currencies outside Russia. The value of the assets of the
Fund and its  income,  as  measured  in U.S.  dollars,  may  suffer  significant
declines due to  disruptions  in the ruble  market,  or be  otherwise  adversely
affected by exchange control regulations.


                                       11
<PAGE>

Lexington Troika Dialog Russia Fund, Inc.
Notes to Financial Statements
June 3, 1996 (commencement of operations) to December 31, 1996 (continued)

6. Investment and Concentration Risks (continued)

    Political and Economic Risk 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  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 risk of  expropriation,  nationalization  and  confiscation  of  assets  and
changes in legislation relating to foreign ownership.

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

7. Restricted Securities

Pursuant to guidelines  adopted by the Fund's Board of Directors,  the following
securities have been deemed to be illiquid. The Fund currently limits investment
in illiquid  securities to 15% of the Fund's net assets, at market value, at the
time of purchase.

<TABLE>
<CAPTION>

                                                   Acquisition  Average Cost              Percent of
          Security                          Shares    Date       Per Share  Market Value  Net Assets
          --------                          ------    ----       ---------  ------------  ----------
<S>                                          <C>     <C>           <C>        <C>            <C>  
Chelyabinskvyazinform ...................    6,110   11/19/96      $17.72     $ 91,650       0.66%
Chelyabinskvyazinform (Preferred
  shares) ...............................    2,600   11/19/96       17.23       27,999       0.20
Nizhnevartovskneftegaz (Preferred
  shares) ...............................   10,000    11/1/96        3.30       25,000       0.18
Nizhnovsvyazinform ......................  126,000     8/1/96        0.96      252,000       1.82
Nizhnovsvyazinform (Preferred shares) ...  100,000   11/20/96        1.60      110,000       0.79
Primorsk Sea Shipping ...................   10,000    6/19/96        2.00       17,500       0.13
Samarasvyazinform (Preferred shares) ....    3,000   11/19/96       36.50       90,000       0.65
St. Petersburg Telecommunication
  (Preferred shares) ....................  100,000    12/5/96        0.96       75,000       0.54
Sverdlovskenergo (Preferred shares) .....  624,000     9/4/96        0.14       96,720       0.70
Urdmurtneft .............................    1,000    12/3/96       40.00       38,500       0.28
                                                                              --------       ----
                                                                              $824,369       5.95%
                                                                              ========       ====
</TABLE>
                                       12
<PAGE>

Lexington Troika Dialog Russia Fund, Inc.
Financial Highlights

Selected per share data for a share outstanding throughout the period:
July 3, 1996 (effective SEC registration date) to December 31, 1996**

<TABLE>

<S>                                                                                                                     <C>   
Net asset value, beginning of period ..............................................................................     $12.12
                                                                                                                        ------
Loss from investment operations:
  Net investment loss .............................................................................................      (0.05)
  Net  realized and  unrealized  loss on  investments .............................................................      (0.51)
                                                                                                                        ------
Total loss from investment  operations ............................................................................      (0.56)
Less  distributions:
  Distributions  from net realized gains ..........................................................................      (0.32)
                                                                                                                        ------
Net asset value, end of period                                                                                          $11.24
                                                                                                                        ======
Total return (9.01%)*
Ratio to average net assets:  
  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 rate ...........................................................................................     115.55%*
Average  commissions paid on equity  security  transactions .......................................................          -***
Net  assets  at end of period  (000's omitted) ....................................................................    $13,846 

<FN>
  *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.
</FN>
</TABLE>



                                       13
<PAGE>

Independent Auditors' Report


The Board of Directors and Shareholders
Lexington Troika Dialog Russia Fund, Inc.:

    We have audited the  accompanying  statements of net assets  (including  the
portfolio of investments)  and assets and liabilities of Lexington Troika Dialog
Russia Fund, Inc. as of December 31, 1996, the related  statements of operations
and changes in net assets,  for the period  from June 3, 1996  (commencement  of
operations)  to December 31, 1996,  and the financial  highlights for the period
from July 3, 1996 (effective SEC registration  date) to December 31, 1996. 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 audit.

    We  conducted  our audit 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 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 audit provides 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  Troika Dialog Russia Fund,  Inc. as of December 31, 1996, the results
of its operations and changes in its net assets for the period from June 3, 1996
(commencement of operations) to December 31, 1996, and the financial  highlights
for the period from July 3, 1996 (effective SEC  registration  date) to December
31, 1996, in conformity with generally accepted accounting principles.



                                                           KPMG Peat Marwick LLP



New York, New York
February 10, 1997









                                       14
<PAGE>

(left column)

LEXINGTON
INVESTOR SERVICES
- ---------------------------------------------

As a  Lexington  shareholder,  you  should be
aware of the many services available to you.

No  Load-The  Lexington  Funds  are  no  load
funds.  That is,  investments and redemptions
are   made   without   any   sales   charges,
commissions or redemption fees.

                 ----------

Free  Telephone  Exchange-Investments  in the
Lexington  Funds may be exchanged  for shares
of a different Lexington Fund at any time.

                 ----------

Check  Writing   Privileges-Lexington   Money
Market  Trust and  Lexington  Tax Free  Money
Fund  permit  investors  immediate  access to
their   funds   with   check    writing   for
withdrawals from their account.

                 ----------

Tax Sheltered Plans-IRA,  Keogh, Pension, and
Profit Sharing  Prototype Plans are available
to qualified  individuals.  These plans offer
investment   flexibility  through  the  Share
Exchange Service,  simplified record keeping,
convenience and investment supervision.

                 ----------

Custodial Accounts for Minors-Investments may
be made on behalf of minors under the Uniform
Gifts to Minors  Act  currently  in effect in
all states.

                 ----------

Systematic  Withdrawal  Plan-An  investor may
elect to receive a fixed  amount  from his or
her account each month or quarter, subject to
certain minimums.

                 ----------

Complete   Record   Keeping-A   statement  is
provided for every transaction in addition to
a year-end statement with tax information.


(right column)

The Lexington Group of
No Load Investment Companies

Lexington    Worldwide    Emerging    Markets    Fund,    Inc.
- -Seeks long-term growth of capital  primarily  through invest-
ment in equity securities of companies  domiciled in, or doing
business in, emerging countries and emerging markets.

Lexington    Global   Fund,  Inc. - Seeks   long-term   growth
of capital  primarily  through  investment in common stocks of
companies  domiciled  in  foreign  countries  and  the  United
States.

Lexington    International   Fund,    Inc. - Seeks   long-term
growth of capital through investment in companies domiciled in
foreign countries.

Lexington    Troika    Dialog    Russia    Fund,  Inc. - Seeks
long-term capital appreciation  through investments  primarily
in the equity securities of Russian companies.

Lexington   Crosby   Small   Cap   Asia   Growth   Fund,  Inc.
- - Seeks long-term capital  appreciation  through investment in
companies   domiciled   in  the  Asia  Region  with  a  market
capitalization of less than $1 billion.

Lexington    Ramirez    Global    Income    Fund - Seeks  high
current income. Capital appreciation is a secondary objective.
The Fund  invests in a  combination  of foreign  and  domestic
high-yield, lower rated debt securities.

Lexington   Goldfund,    Inc. - Seeks   capital   appreciation
through  investment  in gold bullion and shares of gold mining
companies.

Lexington    Growth    and    Income    Fund,     Inc. - Seeks
capital appreciation over the long-term through investments in
the stocks of large, ably managed and well financed companies.

Lexington     Corporate     Leaders     Trust     Fund - Seeks
capital growth and reasonable income through  investment in an
equal number of shares of an established list of American blue
chip corporations.

Lexington    SmallCap    Value    Fund,    Inc. - Seeks  long-
term capital  appreciation through investment in common stocks
of  companies  domiciled  in the United  States  with a market
capitalization of less than $1 billion.

Lexington    Convertible    Securities    Fund - Seeks   total
return by providing capital  appreciation,  current income and
conservation of capital  through  investments in a diversified
portfolio  of  securities  convertible  into  shares of common
stock.

Lexington    GNMA   Income   Fund,   Inc. - Seeks  to  achieve
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.

Lexington   Money   Market  Trust - Seeks  a  high   level  of
current income  consistent  with  preservation  of capital and
liquidity through  investments in interest bearing  short-term
money market instruments.

Lexington   Tax   Free   Money   Fund,  Inc. - Seeks   current
income  exempt from  Federal  income  taxes while  maintaining
stability of principal, liquidity and preservation of capital.


For more complete  information about any of the Lexington Funds and a prospectus
which  includes  management fee and expenses call the  distributor  toll-free at
1-800-526-0056. Read the prospectus carefully before you invest or send money.

*Redemptions  on  shares of  Lexington Troika Dialog Russia Fund, Inc. held less
 than 365 days are subject to a redemption fee of 2% of the redemption proceeds.
                                       15




<PAGE>

(left column)

Lexington
Troika Dialog Russia Fund, Inc.

Investment Adviser
- ----------------------------------------------------------
LEXINGTON MANAGEMENT CORPORATION
P.O. Box 1515
Park 80 West Plaza Two
Saddle Brook, New Jersey 07663

Sub-Adviser
- ----------------------------------------------------------
Troika Dialog Asset Management
6/3 1st Kolobovsky Per
Moscow, 103051 Russia

Distributor
- ----------------------------------------------------------
LEXINGTON FUNDS DISTRIBUTOR, INC.
P.O. Box 1515
Park 80 West Plaza Two
Saddle Brook, New Jersey 07663




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

          Transfer Agent
         ------------------------------------------
          STATE STREET BANK AND
          TRUST COMPANY
          c/o National Financial Data Services
          1004 Baltimore
          Kansas City, Missouri 64105

          Or call toll free:
          Service and Sales: 1-800-526-0056
          24 Hour Account Information:
          1-800-526-0052
          Outside U.S. (201) 845-7300
         ------------------------------------------


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

(800) 526-0052

                         "LEXLINE"
        24 hour toll-free telephone access to your
                  Lexington Fund account
       Price/Yield * Account Balances * Exchanges *
  Last Transactions * Total Return * Duplicate Statements

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

This report has been prepared for the  information  of the
shareholders of Lexington  Troika Dialog Russia Fund, Inc.
and is authorized for  distribution  to the public only if
it is  accompanied  or preceded  by a currently  effective
prospectus  which sets forth  expenses and other  material
information.


(right column)



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

                                    LEXINGTON

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




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

                                    LEXINGTON
                                     TROIKA
                                     DIALOG
                                     RUSSIA
                                   FUND, INC.

                                  (filled box)




                                  (filled box)

                                  ANNUAL REPORT
                                DECEMBER 31, 1996

                               The Lexington Group
                                   of No Load
                              Investment Companies

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





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