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SEC File No. 333-89733
811-9649
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933
Pre-Effective Amendment No. 1
X
Post-Effective
Amendment No.
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 1 X
(Check appropriate box or boxes.)
LEXINGTON GLOBAL TECHNOLOGY FUND, INC.
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(Exact name of Registrant as specified in Charter)
Park 80 West Plaza Two
Saddle Brook, New Jersey 07663
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(Address of principal executive offices)
Registrant's Telephone Number: (201) 845-7300
Lisa Curcio,
Secretary
LEXINGTON GLOBAL TECHNOLOGY FUND, INC.
Park 80 West Plaza Two, Saddle Brook, New Jersey 07663
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(Name and address of agent for service)
With a copy to:
Carl Frischling, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue, New York, New York 10022
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Approximate date of proposed public
offering
As soon as practicable after the Registration Statement become
effective
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8 (a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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Lexington Global
Technology Fund
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a series of Lexington
Global Technology Fund, Inc.
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Risk/Return
Summary
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Investment
Objective |
n
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The Lexington Global Technology
Funds investment objective is to seek long term growth of capital.
This objective may not be changed without the approval of shareholders,
and there is no assurance that the Fund will achieve its
objective.
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Investment
Strategy |
The Fund seeks to achieve
its objective by investing at least 80% of its total assets in equity
securities or equity equivalents of technology or information
infrastructure related companies. The Manager considers technology or
information age companies to be in the following sectors: biotechnology,
broadcasting and media content, computers, electronic components and
equipment, electronic commerce and data services, data processing,
information systems, internet, medical technology, networking, office
automation, on-line services, semiconductors, semiconductor capital
equipment, server hardware producers, software companies,
telecommunications, telecommunications equipment and services, and
companies involved in the distribution, servicing, science and development
of these industries.
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The Fund expects that such
companies will be located within Africa, Asia, Europe, the Middle East and
Latin America. However, the Fund is not limited to these countries and may
invest in any country so long as it meets the Funds objective. Many
of the regions in which the Fund will invest will include emerging market
countries.
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The Funds management
uses a bottom-up approach in stock selection focusing on those
companies that it believes have rising earnings expectations and rising
valuations. The Fund seeks growth companies with long-term capital
appreciation potential. In selecting individual securities the Manager
looks for companies that it believes display or are expected to display
the following characteristics:
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n
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Robust growth
prospects
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n
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High profit margins or
return on capital
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n
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Attractive valuations
relative to expected earnings or cash flow
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n
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Quality
management
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n
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Unique technological and
competitive advantages
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The Fund generally sells a
stock if the Manager believes that its target price has been reached, its
earnings are disappointing, its revenue growth has slowed or its
underlying fundamentals have deteriorated. In addition, the Manager will
overlay a top-down macro economic and political screening process in order
to assess country specific risks and enhance returns. The Fund may invest
in larger, more established companies or in smaller or unseasoned
companies.
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The Fund may invest the
remaining 20% of its assets in debt securities denominated in U.S. or
foreign currencies.
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Principal
Risks
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Fees and
Expenses
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Shareholder Fees (Paid directly from your investment) | |||
Maximum Sales Charges (Load) Imposed on Purchases (as a % of offering price) | None | ||
Maximum Deferred Sales Charge (Load) | None | ||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends/Distributions | None | ||
Redemption Fee (as a % of amount redeemed, if applicable) | 2.00% | ||
Exchange Fee | None | ||
Maximum Account Fee | None | ||
Annual Fund Operating Expenses (Paid from Fund assets) | |||
Management Fees | 1.25% | ||
Rule 12b-1 Fees | None | ||
Other Fees | 1.75% | ||
Total Fund Operating Expenses* | 3.00% |
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The 2.00% redemption fee only
applies to shares held less than 90 days.
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*
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The Manager has agreed to
voluntarily waive a portion of the management fee so that total net
operating expenses do not exceed 2.50%.
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1 Year | 3 Years | ||
---|---|---|---|
$253.13 | $778.52 |
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Risks of
Investing
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n
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Market Risk.
The market value of a security may go up or down, sometimes
rapidly and unpredictably. A decline in market value may cause a security
to be worth less than it was at the time of purchase. Market risk applies
to individual securities, a particular sector or the entire
economy.
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n
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Manager Risk.
Fund management affects Fund performance. The Fund may lose
money if the Fund Managers investment strategy does not achieve the
Funds objective or the manager does not implement the strategy
properly.
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n
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Year 2000 Risk.
Preparing for Year 2000 is a high priority for the Manager. The
Manager is diligently working with external partners, suppliers, vendors
and other service providers to ensure that the systems with which it
interacts will remain operational at all times. The Manager does not
anticipate that the move to Year 2000 will have a material impact on its
ability to continue to provide the Fund with service at current levels;
however, the Manager cannot make any assurances that the steps it has
taken to ensure Year 2000 compliance will be successful. In addition,
there can be no assurance that Year 2000 issues will not affect the
companies in which the Fund invests or worldwide markets and
economies.
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n
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limited product
lines;
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n
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limited markets or
financial or managerial resources;
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n
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their securities may be
more susceptible to losses and risks of bankruptcy;
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n
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their securities may trade
less frequently and with lower volume, leading to greater price
fluctuations; and,
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n
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their securities are
subject to increased volatility and reduced liquidity due to limited
market making and arbitrage securities.
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n
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Legal Systems and
Regulation Risk. Foreign countries have different legal
systems and different regulations concerning financial disclosure,
accounting and auditing standards. Corporate financial information that
would be disclosed under U.S. law may not be available. Foreign accounting
and auditing standards may render a foreign corporate balance sheet more
difficult to understand and interpret than one subject to U.S. law and
standards. Additionally, government oversight of foreign stock exchanges
and brokerage industries may be less stringent than in the
U.S.
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n
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Currency Risk.
Most foreign stocks are denominated in the currency of the stock
exchange where they are traded. The Funds Net Asset Value is
denominated in U.S. dollars. The exchange rate between the U.S. dollar and
most foreign currencies fluctuates; therefore, the Net Asset Value of the
Fund will be affected by a change in the exchange rate between the U.S.
dollar and the currencies in which the Funds stocks are denominated.
The Fund may also incur transaction costs associated with exchanging
foreign currencies into U.S. dollars.
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n
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Stock Exchange and
Market Risk. Foreign stock exchanges generally have less
volume than U.S. stock exchanges. Therefore, it may be more difficult to
buy or sell shares of foreign securities, which increases the volatility
of share prices on such markets. Additionally, trading on foreign stock
markets may involve longer settlement periods and higher transaction
costs.
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n
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Expropriation Risk.
Foreign governments may expropriate the Funds
investments either directly by restricting the Funds ability to sell
a security or by imposing exchange controls that restrict the sale of a
currency or by taxing the Funds investments at such high levels as
to constitute confiscation of the security. There may be limitations on
the ability of the Fund to pursue and collect a legal judgment against a
foreign government.
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RISKS OF
INVESTING
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Management of the
Funds
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Portfolio
Managers
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Investment
Options
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To open a new account,
complete and mail the New Account application included with this
prospectus.
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Mail your completed
application, any checks and correspondence to the Transfer
Agent:
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Transfer Agent | Overnight Mail | |
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State Street Bank and Trust Company | State Street Bank and Trust Company | |
c/o National Financial Data Services | c/o National Financial Data Services | |
Lexington Funds | Lexington Funds | |
P.O. Box 219648 | 330 W. 9th Street | |
Kansas City, Missouri 64121-9648 | Kansas City, MO 64105-1514 |
Checks should be made
payable to: The Lexington Funds
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Call a Lexington
shareholder service representative Monday through Friday between 9:00 A.M.
and 5:00 P.M. Eastern time for information on the Fund or your account,
at:
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(800) 526-0056 or (201)
845-7300 for Service M-F 9 A.M.-5 P.M. Eastern Time
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(800) 526-0052 for 24
Hour Account Information LEXLINE
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(800) 526-0057 for 24
Hour Prospectus Information
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or visit our website at
www.lexingtonfunds.com
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Trade requests received
after 4 P.M. Eastern time (1 P.M. Pacific time) will be executed at the
following business days closing price.
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Once an account is
established you can:
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n
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Sell or exchange shares by
phone
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Contact the Lexington
Funds at 800-526-0056.
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n
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Buy or exchange shares
online
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Go to
www.lexingtonfunds.com. and follow our online instructions to enable
this service.
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n
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Buy, sell or exchange
shares by mail
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Mail buy/sell order(s),
investment, redemption or exchange instructions and any required payment
by check to:
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State Street Bank and
Trust Company
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c/o National Financial
Data Services
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Lexington
Funds
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P.O. Box
219648
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Kansas City, Missouri
64121-9648
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n
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Buy shares by wiring funds
to:
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State Street Bank and
Trust Company DDA Account #99043713;
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Lexington Global
Technology Fund, Inc.
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For credit to:
[shareholder(s) name]
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Account
number:
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ABA Routing
#011000028
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Shareholder
Information
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n
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By Mail. Send your
completed application, with a check payable to The Lexington Global
Technology Fund, to the appropriate address. Your check must be in
U.S. dollars and drawn only on a bank located in the United States. We do
not accept third-party checks, starter checks, credit-card
checks, travelers checks, instant-loan checks or cash investments.
We may impose a charge on checks that do not clear.
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n
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By Wire. Call us at
800-526-0056 to let us know that you intend to make your initial
investment by wire. Tell us your name and the amount you want to invest.
We will give you further instructions and a fax number to which you should
send your completed New Account application. To ensure that we handle your
investment accurately, include complete account information in all wire
instructions.
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Then request your bank to
wire money from your account to the attention of:
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State Street Bank and
Trust Company
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DDA Account
#99043713
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Lexington Global
Technology Fund
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For credit to:
[shareholder(s) name]
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Shareholder(s) account
#
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ABA Routing
#011000028
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Please note that your bank
may charge a wire transfer fee.
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n
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By Mail. Complete the
form at the bottom of any Lexington statement and mail it with your check
payable to Lexington Global Technology Fund. Or mail the check with
a signed letter noting the name of the Fund, your account number and
telephone number.
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n
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Lex-O-Matic the
Automatic Investment Plan:
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n
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A shareholder may make
additional purchases of shares automatically on a monthly or quarterly
basis with the automatic investing plan, Lex-O-Matic.
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n
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You may not use a
Lex-O-Matic investment to open a new account. The minimum
investment amount must still be made into the Fund. The minimum
Lex-O-Matic investment amount is $50.
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n
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Your bank must be a member
of the Automated Clearing House.
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n
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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 a Lex-O-Matic
Application.
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n
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Investments will
automatically be transferred into your Lexington Account from your
checking or savings account.
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n
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Investments may be
transferred either monthly or quarterly on or about the 15th day of the
month.
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n
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You should allow 20
business days for this service to become effective.
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n
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You may cancel or change
the amount of 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.
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n
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Shares of the Fund may be
redeemed by telephone. Call the Fund toll free at 1-800-526-0056. New
applicants may decline this privilege by checking the appropriate box on
the application.
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SHAREHOLDER
INFORMATION
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n
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For shareholders who have
not previously authorized the redemption privilege a redemption
authorization and signature guarantee must be given before a shareholder
may redeem by telephone. Authorization forms may be obtained by calling
the Fund at 800-526-0056.
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n
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Telephone redemption
privileges may be cancelled by instructing the Transfer Agent in writing.
Your request will be processed upon receipt.
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n
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Exchange by telephone.
(See Exchanging Shares)
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n
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You are not guaranteed any
distributions.
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n
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The Board of Directors has
discretion in determining the amount and frequency of any
distributions.
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n
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Unless you request cash
distributions in writing, all dividends and other distributions will be
reinvested automatically in additional shares and credited to the
shareholders account.
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n
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The Fund will pay
distributions as of the record date.
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n
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Dividends and capital
gains waiting to be distributed are included in the Funds daily
NAV.
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n
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Ordinary dividends from
the Fund are taxable as ordinary income and distributions from the Fund
s long-term capital gains are taxable as capital gain.
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n
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Dividends are treated in
the same manner for federal income tax purposes whether you receive them
in the form of cash or additional shares. They may also be subject to
state and local taxes.
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n
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Certain dividends paid to
you in January will be taxable as if they had been paid the previous
December.
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n
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We will mail you tax
statements annually showing the amounts and tax status of the
distributions you received.
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n
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When you sell (redeem) or
exchange shares of the Fund, you must recognize any gain or
loss.
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n
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Under certain
circumstances, the Fund may be in a position to pass-through
to you the right to a credit or deduction for foreign taxes paid by the
Fund.
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n
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Because your tax treatment
depends on your purchase price and tax position, you should keep your
regular account statements for use in determining your tax.
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n
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You should review the more
detailed discussion of federal income tax considerations in the Statement
of Additional Information, which is available for free by calling
1-800-526-0056.
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SHAREHOLDER
INFORMATION
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n
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Each Agent receives fees
up to 0.25% of the average daily net assets of the Fund.
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n
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LMC may pay additional
fees from its past profits, at no additional costs to the
Fund.
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n
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Each Agent may waive all
or a portion of the fees.
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THE LEXINGTON FUNDS
®
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P.O. Box 1515
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Park 80 West Plaza
Two
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Saddle Brook, New Jersey
07663
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Attn: Shareholder
Services
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Tel: (800) 526-0056 or
(201) 845-7300
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www.lexingtonfunds.com
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SHAREHOLDER
INFORMATION
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[LOGO OF LEXINGTON FUNDS]
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Investment Adviser:
Lexington Management Corporation
Park 80 West Plaza Two
Saddle Brook, New Jersey 07663
Distributor:
Lexington Funds Distributor, Inc.
Park 80 West Plaza Two
Saddle Brook, New Jersey 07663
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LEXINGTON FUNDS
Providing Global Solutions
sm
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Shareholder Services:
1-800-526-0056 (9 A.M. 5 P.M. ET)
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24 Hour Account Access:
1-800-526-0052
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Lexington Funds website:
www.lexingtonfunds.com
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THE LEXINGTON FUNDS®
P.O. Box 1515
Park 80 West Plaza Two
Saddle Brook, New Jersey 07663
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PRSRT STD
U.S. Postage
Paid
Lexington
Management Corp
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LEXINGTON GLOBAL TECHNOLOGY FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
December 27, 1999
This Statement of Additional Information which is not a prospectus, should be read in conjunction with the current prospectus, of Lexington Global Technology Fund, Inc. (the "Fund "), dated December 27, 1999, 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 |
or visit our website at www.lexingtonfunds.com |
Lexington Management Corporation ( "LMC") is the Fund's investment adviser. Stratos Advisors, Inc is the Fund's sub-adviser. Lexington Funds Distributor, Inc. ("LFD") is the Fund's distributor.
Lexington Global Technology Fund, Inc.
(the "Company") is a corporation organized under the laws of the
State of Maryland on September 13, 1999 under the name of Lexington Emerging
Technology Fund, Inc. The Company is an open-end management investment
company. The name of the Company was changed on October 8, 1999. Lexington
Global Technology Fund (the "Fund") originally named Lexington
Emerging Technology Fund is a non-diversified management investment company.
Investment Strategies and Risks of the Fund
The Fund may purchase stock equivalents including warrants, options, convertible debt securities and depository receipts. The common stock equivalents may be converted into or provide the holder with the right to common stock. These investments are made in order to limit the risk of a substantial increase in the market price of a security (or an adverse movement in its applicable currency).
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. The Fund will not purchase warrants except in units with other securities in original issuance thereof or attached to other securities, if at the time of the purchase, the Fund's investment in warrants, valued at the lower of cost or market, would exceed 5% of the Fund's total assets. For these purposes, warrants attached to units or other securities shall be deemed to be without value.
The 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. The Fund may purchase put and call options on stock indices in order to hedge against risks of stock market or industry wide stock price fluctuations.
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 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.
Depositary receipts include American depositary receipts ("ADRs"), European depositary receipts ( "EDRs"), global depositary receipts ("GDRs") and other similar instruments. Depositary 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.
The Fund may also invest in other types of equity securities including preferred stocks. A preferred stock is a class of capital stock that pays dividends at a specified rate and that has preference over common stock in the payment of dividends and the liquidation of assets. Preferred stock does not normally carry voting rights.
When the Fund's investment adviser 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 Fund may invest primarily in debt securities.
The Fund may invest up to 10% of its total assets in shares of other investment companies that invest in securities in which it may otherwise invest. The Fund may hedge against changes in financial markets, currency rates and interest rates. The Fund may hedge with "derivatives." Derivatives are instruments whose value is linked to, or derived from, another instrument, like an index or a commodity. The Fund, for hedging purposes only, may also enter into forward foreign currency exchange contracts to increase its exposure to a foreign currency that LMC expects to increase in value relative to the United States dollar. The Fund will not attempt to hedge all of its foreign portfolio positions and will enter into such transactions only to the extent, if deemed appropriate by the investment adviser or sub-adviser. 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 the total Fund assets.
Covered Call Options - Call options may also be used as a means of participating in an anticipated price increase of a security on a more limited basis than would be possible if the security itself were purchased. The Fund may write only covered call options. Since it can be expected that a call option will be exercised if the market value of the underlying security increases to a level greater than the exercise price, this strategy will generally be used when the investment adviser believes that the call premium received by the Fund plus anticipated appreciation in the price of the underlying security, up to the exercise price of the call, will be greater than the appreciation in the price of the security. The Fund intends to limit transactions as described in this paragraph to less than 5% of total Fund assets. The Fund will not purchase put and call options written by others. Also, the Fund will not write any put options.
Futures, Swaps 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, the 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. The 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. 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.
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 swap transactions may be volatile and may present the Fund with counterparty risks.
Repurchase Agreements - A repurchase agreement is a contract under which the Fund would acquire a security for a relatively short period (usually not more than 7 days) subject to the obligations of the seller to repurchase and the Fund to resell such security at a fixed time and price (representing the Fund's cost plus interest). Under the Investment Company Act, repurchase agreements are considered to be loans by the Fund and must be fully collateralized by collateral assets. If the seller defaults on its obligations to repurchase the underlying security, the Fund may experience delay or difficulty in exercising its 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. The Fund intends to limit repurchase agreements to transactions with institutions believed by LMC to present minimal credit risk. Although the Fund may enter into repurchase agreements with respect to any portfolio securities which it may acquire consistent with its investment policies and restrictions, it is the Fund's present intention to enter into repurchase agreements only with respect to obligations of the United States government or its agencies or instrumentalities. The Fund will enter into repurchase agreements only with member banks of the Federal Reserve System and with "primary dealers" in United States government securities. In addition, if bankruptcy proceedings
are commenced with respect to the seller, realization on the collateral by the Fund may be delayed or limited and the Fund may incur additional costs. In such case the Fund will be subject to risks associated with changes in market value of the collateral securities. The Fund will not enter into repurchase agreements maturing in more than seven days if the aggregate of such repurchase agreements and all other illiquid securities when taken together would exceed 15% of the total assets of the Fund. The Fund treats 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. 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 Board of Directors and guidelines adopted by the Board of Directors, LMC has determined to be liquid.
Reverse Repurchase Agreements - The Fund may purchase reverse repurchase agreements. In a reverse repurchase agreement, the 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.
When Issued and Forward Commitment Securities - 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. The Fund may purchase U.S. government or other securities on a "when-issued" basis and may purchase or sell securities on a "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 the 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 the Fund. At the time the 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.
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 Fund generally does not enter into forward contracts with terms greater than one year. The Fund generally enters into forward contracts only under two circumstances. First, if the 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 LMC 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. The 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 the Fund from adverse currency movements, they involve the risk that currency movements will not be accurately predicted.
Investors should recognize that investing in securities of foreign companies and in particular securities of companies domiciled in or doing business 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 foreign companies 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.
Risks Associated With Hedging Transactions
Hedging transactions have special risks associated with them, including possible default by the Counterparty to the transaction, illiquidity and, to the extent the Adviser's view as to certain market movements is incorrect, the risk that the use of a hedging transaction could result in losses greater than if it had not been used. Use of call options could result in losses to the Fund, force the sale or purchase of portfolio securities at inopportune times or for prices lower than current market values, or cause the Fund to hold a security it might otherwise sell.
Currency hedging involves some of the same risks and considerations as other transactions with similar instruments. Currency transactions can result in losses to the Fund if the currency being hedged fluctuates in value to a degree or in a direction that is not anticipated. Further, the risk exists that the perceived linkage between various currencies may not be present or may not be present during the particular time that the Fund is engaging in portfolio hedging. Currency transactions are also subject to risks different from those of other portfolio transactions. Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchases and sales of currency and related instruments can be adversely affected by government exchange controls, limitations or restrictions on repatriation of currency, and manipulations or exchange restrictions imposed by governments. These forms of governmental actions can result in losses to the Fund if it is unable to deliver or receive currency or monies in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs.
In addition, the Fund pays commissions and other costs in connection with such investments. Losses resulting from the use of hedging transactions will reduce the Fund's net asset value, and possibly income, and the losses can be greater than if hedging transactions had not been used.
Risks of Hedging Transactions Outside the United States
When conducted outside the U.S., hedging transactions may not be regulated as rigorously as in the U.S., may not involve a clearing mechanism and related guarantees, and will be subject to the risk of government actions affecting trading in, or the price of, foreign
securities, currencies and other instruments. The value of positions taken as part of non-U.S. hedging transactions also could be adversely affected by: (1) other complex foreign political, legal and economic factors; (2) lesser availability of data on which to make trading decisions than in the U.S.; (3) delays in the Fund's ability to act upon economic events occurring in foreign markets during non-business hours in the U.S.; (4) the imposition of different exercise and settlement terms and procedures and margin requirements than in the U.S.; and (5) lower trading volume and liquidity.
Investment and Repatriation Restrictions
Some foreign countries may 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 foreign 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, prior governmental approval for foreign investments may be required under certain circumstances in some foreign countries, while the extent of foreign investment in domestic companies may be subject to limitation in other foreign countries. Foreign ownership limitations also may be imposed by the charters of individual companies in foreign 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 foreign countries. The Fund could be adversely affected by delays in or a refusal to grant any required governmental approval for such repatriation.
Foreign Securities Markets
Trading volume on foreign country stock exchanges is substantially less than that on the New York Stock Exchange. Further, securities of some foreign companies are less liquid and more volatile than securities of comparable U.S. companies. Similarly, volume and liquidity in most foreign 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 foreign 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 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 foreign 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 a foreign 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. Further, these Funds may encounter difficulties or be unable to pursue legal remedies and obtain judgments in foreign courts.
Economic and Political Risks
The economies of individual foreign countries in which the Fund invests 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 foreign 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. The export driven nature of Asian economies is often dependent on the strength of their trading partners in the United States and Europe, although growing intra-regional trade is seen mitigating some of this external dependence.
With respect to any foreign 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.
The Fund's investment objective 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 and 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 will 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 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.
(3) The Fund will 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.
(4) The Fund will 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.
(5) The Fund will 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 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, enter into transactions in financial and index futures contracts and related options, engage in transactions on a when-issued or forward commitment basis, and enter into forward currency contracts.
(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 issued by companies principally engaged in any one industry. The Fund considers foreign government securities and supranational organizations to be industries. This limitation, however, will not apply to securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities.
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 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.
(3) The Fund will not purchase the securities of any other investment company, except as permitted under the 1940 Act.
(4) The Fund will not 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, and any other security that is restricted as to resale under federal securities laws but is determined to be liquid by the Investment Adviser based on criteria established by the Board of Directors shall not be deemed illiquid solely by reason of being unregistered.
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.
Portfolio Transactions and Turnover
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 broker-dealers to execute the Fund's portfolio transactions. In addition, pursuant to the Fund's investment management 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 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 amount of commissions paid was "reasonable in relation to the value of the brokerage and research services provided...viewed in terms of either that particular transaction 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.
Although the Fund does not generally intend to invest for the purpose of seeking short-term profits, the Fund's investments may be changed when circumstances warrant, without regard to the length of time a particular security has been held. It is expected that the Fund will have an annual portfolio turnover rate that will generally not exceed 100%. A 100% turnover rate would occur if all the Fund's portfolio investments were sold and either repurchased or replaced within a year. A high turnover rate (100% or more) results in correspondingly greater brokerage commissions and other transactional expenses which are borne by the Fund. High portfolio turnover may result in the realization of net short-term capital gains by the Fund which, when distributed to shareholders, will be taxable as ordinary income. See "Tax Matters."
The Fund's Directors and executive officers, their ages as of the Fund's most recent fiscal year-end, their principal occupations and former affiliations are set forth below:
+ S.M.S. CHADHA (61), 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.
*+ROBERT M. DEMICHELE (54), 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 (69), DIRECTOR. 340 East 72nd Street, New York, N.Y. 10021 Private Investor. Formerly Manager, Operations Research Department, CPC International Inc.
*+ BARBARA R. EVANS (38), DIRECTOR. 5 Fernwood Road, Summit, N.J. 07901. Private Investor, formerly, Assistant Vice President and Securities Analyst, Lexington Management Corporation.
*+ RICHARD M. HISEY (40), DIRECTOR and VICE
PRESIDENT. P.O. Box 1515, Saddle Brook,
NJ 07663. Managing Director, Executive Vice President - Mutual Funds, Chief
Financial Officer and Director, Lexington Management Corporation; Chief
Financial Officer, Vice President and Director, Lexington Funds Distributor,
Inc; Chief Financial Officer, Market Systems Research Advisers, Inc.;
Executive Vice President, Chief Financial Officer and General Manager -
Mutual Funds, Lexington Global Asset Managers, Inc.
+ JERARD F. MAHER (53), DIRECTOR. 300 Raritan Center Parkway, Edison, N.J. 08818. General Counsel, Federal Business Center; Counsel, Ribis, Graham & Curtin.
+ ANDREW M. MCCOSH (58), DIRECTOR. 12 Wyvern Park, Edinburgh EH92 JY, Scotland, U.K. Professor of the Organisation of Industry and Commerce, Department of Business Studies, The University of Edinburgh, Scotland.
+ DONALD B. MILLER (72), DIRECTOR. 10725 Quail Covey Drive, 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.
+ JOHN G. PRESTON (66), DIRECTOR. 3 Woodfield Road, Wellesley, Massachusetts 02181. Associate Professor of Finance, Boston College, Boston, Massachusetts.
+ ALLEN H. STOWE (61), DIRECTOR. 3674 Fifth and Ocean Avenues, Normandy Beach, New Jersey 08739. President, Dartmouth Co-operative Society Co., Inc.
* ALFREDO VIEGAS (30), VICE PRESIDENT AND PORTFOLIO MANAGER. Stratos Advisors, Inc., Wall Street Tower, 20 Exchange Place, 52nd Fl., New York, NY 10005. Chief Executive Officer and Senior Portfolio Manager, Stratos Advisors, Inc. Senior Portfolio Manager and Partner, VZB Partners LLC. Prior to 1995, V.P. and Latin American Equity Strategist for emerging markets, Salomon Brothers.
+ MOHAMMED ZAIDI (29), VICE PRESIDENT AND PORTFOLIO MANAGER. Stratos Advisors, Inc., Wall Street Tower, 20 Exchange Place, 52nd Fl., New York, NY 10005. Portfolio Manager, Stratos Advisors, Inc. Portfolio Manager, VZB Partners LLC. Prior to 1995, Chief Financial Officer and Partner, Paradigm Software, Inc.
*+ LISA CURCIO (39), 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 J. LAVERY, CLU, CHFC (45), VICE PRESIDENT. P. O. Box 1515, Saddle Brook, N.J. 07663. Senior Vice President, Lexington Management Corporation; Vice President, Lexington Funds Distributor, Inc.
*+ JANICE A. CARNICELLI (39), VICE PRESIDENT. P. O. Box 1515, Saddle Brook, N.J. 07663.
*+ CHRISTIE CARR-WALDRON (31), TREASURER, P.O. Box 1515, Saddle Brook, N.J. 07663. Prior to October 1992, Senior Accountant, KPMG Peat Marwick LLP.
*+ CHRISTINE SPELLMAN(33), ASSISTANT VICE PRESIDENT, P.O. Box 1515, Saddle Brook, N.J. 07663. Prior to 1999, Mansger of Shareholder Services Department - Lexington Funds.
*+ CATHERINE DIFALCO (29), ASSISTANT TREASURER. P.O. Box 1515, Saddle Brook, New Jersey 07663. Prior to October 1997, Manager, Fund Accounting.
*+ SHERI MOSCA (35), ASSISTANT TREASURER. P. O. Box 1515, Saddle Brook, N.J. 07663.
*+ PETER CORNIOTES (36), ASSISTANT SECRETARY. P. O. Box 1515, Saddle Brook, N.J. 07663. Vice President and Assistant Secretary, Lexington Management Corporation. Assistant Secretary, Lexington Funds Distributor, Inc.
*+ ENRIQUE FAUST (38), ASSISTANT SECRETARY, P.O. Box 1515, Saddle Brook, N.J. 07663. Assistant Vice President, Lexington Management Corporation. Prior to March 1994, Blue Sky Compliance Coordinator, Lexington Group of Investment Companies.
* "Interested person" and/or "affiliated person" as defined in the Investment Company Act of 1940, as amended.
+ Messrs. Chada, Corniotes, DeMichele,
Duer, Faust, Hisey, Lavery, Maher, McCosh, Miller, Preston and Stowe, and
Mmes. Carnicelli, Carr-Waldron, Curcio, DiFalco, Evans, Gilfillan, Mosca and
Spellman hold similar offices with some or all of the other registered
investment companies advised and/or distributed by Lexington Management
Corporation or Lexington Funds Distributor, Inc.
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 up to a maximum of $9,000 per year for Directors living outside the U.S. and $6,000 per year for Directors living within the U.S. Each Director who is not an affiliate of the Adviser 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.
Set forth below is information regarding compensation from the Fund paid or accrued during the Fund's last fiscal year and total compensation paid or accrued from all Funds in the Fund complex:
<TABLE>
<CAPTION>
NAME
OF DIRECTOR
|
AGGREGATE
COMPENSATION FROM FUND* |
TOTAL
COMPENSATION
FROM FUND AND FUND COMPLEX |
NUMBER
OF
DIRECTORSHIPS IN FUND COMPLEX |
<S> | <C> | <C> | <C> |
S.M.S. Chadha | $112
|
$27,068
|
15
|
Robert M. DeMichele | 0
|
0
|
16
|
Beverley C. Duer |
$112
|
$35,518
|
16
|
Barbara R. Evans |
0
|
0
|
15
|
Richard M. Hisey |
0
|
0
|
7
|
Jerard F. Maher |
$112
|
$30,518
|
16
|
Andrew M. McCosh | $112
|
$27,818
|
15
|
Donald B. Miller | $112
|
$27,818
|
15
|
John G. Preston | $112
|
$27,818
|
15
|
Allen H. Stowe | $112
|
$12,340
|
8
|
* Estimated compensation for fiscal year ending 12/31/99. |
</TABLE>
RETIREMENT PLAN FOR ELIGIBLE DIRECTORS
Effective September 12, 1995, the Directors instituted a Retirement Plan for Eligible Directors (the "Plan") pursuant to which each Director (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 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 is entitled to receive from the Covered 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'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. The Plan establishes age 72 as a mandatory retirement age for Directors; however, Directors serving the Funds as of September 12, 1995 are not subject to such mandatory retirement. Directors 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 dies prior to receiving full benefits under the Plan, the Director'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, 1998, the estimated credited years of service for Directors Chadha,
Duer, Maher, McCosh, Miller and Preston are 3, 20, 3, 3, 24 and 20,
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
|
Control Persons and Principal Holders of Securities
As of October 25, 1999, there are no persons known by fund management to have owned beneficially, directly or indirectly, 5% or more of the outstanding shares of Lexington Global Technology Fund, Inc. The directors and officers of the Fund as a group own less than 1% of the Fund.
Investment Adviser, Administrator and Distributor
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 27, 1999, (the "Advisory Agreement"). LMC has entered
into a sub-adviser contract with Stratos Advisors, Inc. ("Stratos
") 20 Exchange Place, 52nd Floor, New York, NY 10005 under which
Stratos will provide the Fund with investment advice and management of the
Fund's investment program. For the services to be rendered, LMC will pay
Stratos monthly compensation equal to an annual rate of 35% of the
management fee paid by the Fund, net of reimbursement and net of No
Transaction Fee (NTF) program fees not borne by the Fund. Lexington Funds
Distributor, Inc. ("LFD") is the distributor of Fund shares
pursuant to a Distribution Agreement dated December 27, 1999 (the
"Distribution Agreement"). 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 September 14, 1999.
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 1.25% of the Fund's average daily net assets. LMC has agreed to reduce its management fee if necessary to keep total operating expenses at or below 2.50% of the Fund's average daily net assets. LMC may terminate this voluntary reduction at any time. LFD pays the advertising and sales expenses of the continuous offering of Fund shares, including the cost of printing prospectuses 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 internal 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 and 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, the Distribution Agreement and the Administrative Services 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 who are not parties either to the Advisory Agreement, the Distribution Agreement or the Administrative 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 or 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, executive officers or
employees ("affiliated persons") of the Fund, Messrs. Corniotes,
DeMichele, Faust, Hisey, Lavery, and Wapnick and Mmes. Carnicelli,
Carr-Waldron, Curcio, DiFalco, Gilfillan, Mosca and Spellman (see
"Management of the Fund") may also be deemed affiliates of LMC by
virtue of being officers, directors or employees thereof.
LFD also serves as distributor for Fund shares under a Distribution Agreement which is subject to annual approval by a majority of the Fund's Board of Directors, including a majority of directors who are not "interested persons".
Determination of Net Asset Value
The Fund calculates net asset value as of
the close of normal trading on the New York Stock Exchange (currently 4:00
p.m., Eastern time, unless weather,
equipment failure or other factors contribute to an earlier closing time)
each business day. It is expected that the New York Stock Exchange will be
closed on Saturdays and Sundays and on New Year's Day, Martin Luther King
Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day. Per share net asset value is
calculated by dividing the value of the Fund's total net assets by the total
number of the Fund's shares then outstanding.
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 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 Board, in accordance with methods that are specifically authorized by the Board. Short-term obligations with maturities of 60 days or less are valued at amortized cost as reflecting fair value.
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 the Fund's shares even without any change in the foreign-currency denominated values of such securities.
Because foreign securities markets may close before the Fund determines its net asset value, events affecting the value of portfolio securities occurring between the time prices are determined and the time the Fund calculates its net asset value may not be reflected unless the Manager, under supervision of the Board, determines that a particular event would materially affect the Fund's net asset value.
Exchange instructions may be given in writing or by telephone. Telephone exchanges may only be made if a Telephone Authorization form has been previously executed and filed with LFD. Telephone exchanges are permitted only after a minimum of seven (7) days have elapsed from the date of a previous exchange. Exchanges may not be made until all checks in payment for the shares to be exchanged have been cleared.
Telephonic exchanges can only involve shares held on deposit at State Street Bank and Trust Company (the "Agent "); shares held in certificate form by the shareholder cannot be included. However, outstanding certificates can be returned to the Agent and qualify for these services. Any new account established with the same registration will also have the privilege of exchange by telephone in the Lexington Funds. All accounts involved in a telephonic exchange must have the same registration and dividend option as the account from which the shares were transferred and will also have the privilege of exchange by telephone in the Lexington Funds in which these services are available.
By checking the box on the New Account Application authorizing telephone exchange services, a shareholder constitutes and appoints LFD as the true and lawful attorney to surrender for redemption or exchange any and all non-certificate shares held by the Agent in account(s) designated, or in any other account with the Lexington Funds, present or future which has the identical registration, with full power of substitution in the premises. This selection also authorizes and directs LFD to act upon any instruction from any person by telephone for exchange of shares held in any of these accounts. In acting on a request to exchange, LFD is authorized to purchase shares of any other Lexington Fund that is available, provided the registration and mailing address of the shares to be purchased are identical to the registration of the shares being redeemed. The shareholder also agrees that neither LFD, the 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 impostors or persons otherwise unauthorized to act on behalf of the account. LFD, the 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 writing by the Fund. If the shareholder is an entity other than an individual, it 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. LFD reserves the right to cease to act as attorney subject to the above appointment upon thirty (30) days written notice to the address of record.
Exchange Authorizations forms, Telephone Authorization forms and prospectuses of the other funds may be obtained from LFD.
LFD has made arrangements with certain dealers to accept instructions by telephone to exchange shares of the Fund or shares of one of the other Lexington Funds at net asset value as described above. Under this procedure, the dealer must agree to indemnify LFD and the funds from any loss or liability that any of them might incur as a result of the acceptance of such telephone exchange orders. A properly signed Exchange Authorization must be received by LFD within 5 days of the exchange request. LFD reserves the right to reject any telephone exchange request. In each such exchange, the registration of the shares of the Fund being acquired must be identical to the registration of the shares of the Fund being exchanged. Any telephone exchange orders so rejected may be processed by mail.
This exchange offer is available only in states where shares of the Fund being acquired may legally be sold and may be modified or terminated at any time by the Fund. Broker-dealers who process exchange orders on behalf of their customers may charge a fee for their services. Such fee may be avoided by making requests for exchange directly to the Fund or Agent.
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 contacting 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 ("IRA") established under Section 408 of the Internal Revenue Code of 1986, as amended (the "Code"). Married investors filing a joint return (i) neither of whom is an active participant in an employer sponsored retirement plan, or (ii) for 1999 who have an adjusted gross income of $51,000 or less ($31,000 or less for single taxpayers) may each make a $2,000 annual deductible IRA contribution. For adjusted gross incomes over $51,000 ($31,000 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 non-deductible contribution to their IRA to the extent a deductible contribution is not allowed. Federal income tax on accumulations earned on deductible or non-deductible contributions is deferred until such time as these amounts are deemed distributed to an investor. Rollovers are also permitted. The Disclosure statement required by the Internal Revenue Service ("IRS") is provided by the Fund.
Roth IRA: Individuals may make non-deductible contributions to their own Roth Individual Retirement Accounts ("Roth IRAs") under Section 408A of the Code. Generally, Roth IRAs are subject to many of the same rules as Traditional IRAs. Most important with a Roth IRA: there is no income tax on qualified withdrawals. In addition, unlike a Traditional IRA, there is no prohibition on making contributions to a Roth IRA after an individual reaches age 70-1/2, and there are no required minimum withdrawals beginning
at that age. Total contributions to all of an individual's Traditional and Roth IRAs may not exceed $2,000 per year (other limitations may apply). The $2,000 maximum contribution amount is reduced by any amounts contributed in the same year to a Traditional IRA or another Roth IRA. Married investors filing a joint return may not make a Roth IRA contribution for a year in which his or her joint adjusted gross income is $160,000 or greater (for unmarried investors, $110,000 or greater), and the amount allowed as a contribution is phased out ratably for married investors with an adjusted gross income of more than $150,000, but less than $160,000 (for unmarried investors, more than $95,000, but less than $110,000). Married investors filing separate returns may not contribute to a Roth IRA in a year in which his or her adjusted gross income is $10,000 or more (the allowed contribution amount is phased out ratably over the first $10,000 of this investor's adjusted gross income). The Disclosure statement required by the IRS is provided by the Fund upon opening a Roth IRA.
The minimum initial investment to establish a tax-sheltered plan through the Fund is $250 for both Keogh Plans and IRA Plans. 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 contribution 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 LMC, 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.
Capital Stock of the Fund
The Company currently has capital stock
designated to only one series, the Fund. The Fund has only one class of
stock which has no preemptive rights.
Dividend Distribution and Reinvestment Policy
The Fund intends to pay annual dividends from investment income, if earned and as declared by its Board of Directors. The Board of Directors may, at its discretion, elect to retain or declare and pay distributions from any realized security profits.
Any dividends and distribution payments will be reinvested at net asset value, without sales charge, in additional full and fractional shares of the Fund unless and until the shareholder notifies State Street Bank and Trust Company (the "Agent") in writing that he wants to receive his payments in cash. This request must be received by the Agent at least seven days before the dividend record date. Upon receipt by the Agent of such written notice, all further payments will be made in cash until written notice to the contrary is received. An account of such shares owned by each shareholder will be maintained by the Agent.
Shareholders whose accounts are maintained by the Agent will have the same rights as other shareholders with respect to shares so registered (see "How to Purchase Shares" in the Prospectus).
Information set forth in the Prospectus and this SAI is only a summary of certain key tax considerations generally affecting purchasers of shares of the Fund. 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 has been made to present a complete explanation of the federal, state and local tax treatment of the Fund or the implications to shareholders, and the discussions here and in the Fund's Prospectus are not intended as substitutes for careful tax planning. Accordingly, potential purchasers of shares of the Fund are urged to consult their tax advisers with specific reference to their own tax circumstances. In addition, the tax discussion in the Prospectus and this SAI is based on tax law in effect on the date of the Prospectus and this SAI; such laws and regulations may be changed by legislative, judicial or administrative action, sometimes with retroactive effect.
Qualification as a Regulated Investment Company. The Fund has elected to be taxed as a regulated investment company under Subchapter M of 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 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, count toward satisfaction of the Distribution Requirement.
In addition to satisfying the Distribution Requirement, a regulated investment company must 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").
In general, gain or loss recognized by the Fund on the disposition of an asset will be a capital gain or loss. In addition, gain will be recognized as a result of certain constructive sales, including short sales "against the box." 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.
Further, the Code also treats as ordinary income a portion of the capital gain attributable to a transaction where substantially all of the return realized is attributable to the time value of the Fund's net investment in the transaction and: (1) the transaction consists of the acquisition of property by the Fund and a contemporaneous contract to sell substantially identical property in the future; (2) the transaction is a straddle within the meaning of section 1092 of the Code; (3) the transaction is one that was marketed or sold to the Fund on the basis that it would have the economic characteristics of a loan but the interest-like return would be taxed as capital gain; or (4) the transaction is described as a conversion transaction in the Treasury Regulations. The amount of the gain recharacterized generally will not exceed the amount of the interest that would have accrued on the net investment for the relevant period at a yield equal to 120% of the federal long-term, mid-term, or short-term rate, depending upon the type of instrument at issue, reduced by an amount equal to: (1) prior inclusions of ordinary income items from the conversion transaction and (2) the capital interest on acquisition indebtedness under Code section 263(g). Built-in losses will be preserved where the Fund has a built-in loss with respect to property that becomes a part of a conversion transaction. No authority exists that indicates that the converted character of the income will not be passed through to the Fund's shareholders.
In general, for purposes of determining whether capital gain or loss recognized by the Fund on the disposition of an asset is long-term or short-term, the holding period of the asset may be affected if (1) the asset is used to close a "short sale" (which includes for certain purposes the acquisition of a put option) or is substantially identical to another asset so used, (2) the asset is otherwise held by the Fund as part of a "straddle" (which term generally excludes a situation where the asset is stock and the Fund grants a qualified covered call option (which, among other things, must not be deep-in-the-money) with respect thereto), or (3) the asset is stock and the Fund grants an in-the-money qualified covered call option with respect thereto. In addition, the Fund may be required to defer the recognition of a loss on the disposition of an asset held as part of a straddle to the extent of any unrecognized gain on the offsetting position. Any gain recognized by the Fund on the lapse of, or any gain or loss recognized by the Fund from a closing transaction with respect to, an option written by the Fund will be treated as a short-term capital gain 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 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.
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 has three separate options. First, 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 earnings or capital gains from the PFIC. Second, the Fund that invests in stock of a PFIC may
make a mark-to-market election with respect to such stock. Pursuant to such election, the Fund will include as ordinary income any excess of the fair market value of such stock at the close of any taxable year over the Fund's adjusted tax basis in the stock. If the adjusted tax basis of the PFIC stock exceeds the fair market value of the stock at the end of a given taxable year, such excess will be deductible as ordinary loss in an amount equal to the lesser of the amount of such excess or the net mark-to-market gains on the stock that the Fund included in income in previous years. The Fund's holding period with respect to its PFIC stock subject to the election will commence on the first day of the next taxable year. If the Fund makes the mark-to-market election in the first taxable year it holds PFIC stock, it will not incur the tax described below under the third option.
Finally, if the Fund does not elect to treat the PFIC as a QEF and does not make a mark-to-market election, then, in general, (1) any gain recognized by the Fund upon the sale or other disposition of its interest in the PFIC or any "excess distribution " (as defined) received by the Fund from the PFIC will be allocated ratably over the Fund's holding period of its interest in the PFIC stock, (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, (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, plus (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 its 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.
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 (including, to the extent provided in Treasury Regulations, losses recognized pursuant to the PFIC mark-to-market election) 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. Generally, an option (call or put) with respect to a security is treated as issued by the issuer of the security, not the issuer of the option.
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 its ordinary income for such calendar year and 98% of capital gain net 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 and ordinary gains or losses arising as a result of a PFIC mark-to-market election (or upon the actual disposition of the PFIC stock subject to such election) 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. Distributions attributable to dividends received by the Fund from domestic corporations will qualify for the 70% dividends-received deduction for corporate shareholders only to the extent discussed below. Distributions attributable to interest received by the Fund will not, and distributions attributable to dividends paid by a foreign corporation generally should not, qualify for the dividend-received deduction.
Ordinary income dividends paid by the Fund with respect to a taxable year will qualify for the 70% dividends-received deduction generally available to corporations (other than corporations such as S corporations, which are not eligible for the deduction because of their special characteristics, and other than for purposes of special taxes such as the accumulated earnings tax and the personal holding company tax) to the extent of the amount of qualifying dividends received by the Fund from domestic corporations for the taxable year. A dividend received by the Fund will not be treated as a qualifying dividend (1) if it has been received with respect to any share of stock that the Fund has held for less than 46 days (91 days in the case of certain preferred stock), excluding for this purpose under the rules of Code Section 246(c)(3) and (4): (i) any day more than 45 days (or 90 days in the case of certain preferred stock) after the date on which the stock becomes ex-dividend and (ii) any period during which the Fund has an option to sell, is under a contractual obligation to sell, has made and not closed a short sale of, is the grantor of a deep-in-the-money or otherwise nonqualified option to buy, or has otherwise diminished its risk of loss by holding other positions with respect to, such (or substantially identical) stock; (2) to the extent that the Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property; or (3) to the extent the stock on which the dividend is paid is treated as debt-financed under the rules of Code Section 246A. Moreover, the dividends-received deduction for a corporate shareholder may be disallowed or reduced (1) if the corporate shareholder fails to satisfy the foregoing requirements with respect to its shares of the Fund or (2) by application of Code Section 246(b) which in general limits the dividends-received deduction to 70% of the shareholder's taxable income (determined without regard to the dividends-received deduction and certain other items).
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. The Code provides, however, that under certain conditions only 50% (58% for alternative minimum tax purposes) of the capital gain recognized upon the Fund's disposition of domestic "small business" stock will be subject to tax.
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.
Alternative minimum tax ("AMT") is imposed in addition to, but only to the extent it exceeds, the regular tax and is computed at a maximum marginal rate of 28% for noncorporate taxpayers and 20% for corporate taxpayers on the excess of the taxpayer's alternative minimum taxable income ("AMTI") over an exemption amount. For purposes of the corporate AMT, the corporate dividends-received deduction is not itself an item of tax preference that must be added back to taxable income or is otherwise disallowed in determining a corporation's AMTI. However, a corporate shareholder will generally be required to take the full amount of any dividend received from the Fund into account (without a dividends-received deduction) in determining its adjusted current earnings, which are used in computing an additional corporate preference item (i.e., 75% of the excess of a corporate taxpayer's adjusted current earnings over its AMTI (determined without regard to this item and the AMT net operating loss deduction)) includable in AMTI.
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 its 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 Fund shares or shares of another portfolio (or 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.
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 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 failed to provide a correct taxpayer identification number, (2) who is subject to backup withholding for failure to properly report the receipt of interest or dividend income, 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) (discussed above in connection with the dividends-received deduction for corporations) generally will apply in determining the holding period of shares. 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 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 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 the 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; State and 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.
Rules of state and local taxation of ordinary income dividends and capital gain dividends from regulated investment companies may 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.
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( l + 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 and 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 Stock Index or the Dow Jones Industrial Average, the Fund calculates its aggregate total return for the specified periods of time 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.
Custodian, Transfer Agent and Dividend Disbursing Agent
Chase Manhattan Bank, N.A., 1211 Avenue of the Americas, New York, New York 10036 has been retained to act as the Custodian for the Fund's portfolio securities including those to be held by foreign banks and foreign securities depositories which qualify as eligible foreign custodians under the rules adopted by the S.E.C. and for the Fund's domestic securities and other assets. State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02181, has been retained to act as the transfer agent and dividend disbursing agent. Neither Chase Manhattan Bank, N.A. nor State Street Bank and Trust Company have any part in determining the investment policies of the Fund or in determining which portfolio securities are to be purchased or sold by the Fund or in the declaration of dividends and distributions.
Counsel and Independent Auditors
Kramer Levin Naftalis & Frankel LLP,
919 Third Avenue, New York, New York 10022 will pass upon legal matters for
the Fund in connection with the offering of its shares. KPMG LLP, 345 Park
Avenue, New York, New York 10154, has been selected as independent auditors
for the Fund for the fiscal year ending December 31, 2000.
[FINANCIAL STATEMENT - SEE EXHIBITS TO FORM N-1A]
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits -
List
(a)
|
Financial statements (Auditor's
Report and
Statement of Assets and Liabilities) |
Filed electronically | |
(b)
|
Exhibits: | ||
1.
|
Articles of
Incorporation - Filed 10/27/99
Incorporated by reference |
||
2.
|
By-Laws - Filed
10/27/99 - Incorporated
by reference |
||
3.
|
Not
Applicable
|
||
4.
|
Rights of Holders - Filed
10/27/99
Incorporated by reference |
||
5a.
|
Form of Investment
Advisory Agreement between
Registrant and Lexington Management Corporation Filed 10/27/99 - Incorporated by reference |
||
5b.
|
Form of
Sub-Advisory Investment Management
Agreement between Lexington Management Corporation and Stratos Advisors, Inc. - Filed 10/27/99 Incorporated by reference |
||
6.
|
Form of
Distribution Agreement between Registrant
and Lexington Funds Distributor, Inc. - Filed 10/27/99 - Incorporated by reference |
||
7.
|
Not
Applicable
|
||
8.
|
Form of Custodian
Agreement between
Registrant and Chase Manhattan Bank, N.A. - Filed 10/27/99 - Incorporated by reference |
||
9a.
|
Form of Transfer
Agency Agreement between
Registrant and State Street Bank and Trust Company - Filed 10/27/99 - Incorporated by reference |
||
9b.
|
Form of
Administrative Services Agreement between
Registrant and Lexington Management Corporation Filed 10/27/99 - Incorporated by reference |
10.
|
Opinion of Counsel as to
Legality of Securities
being registered - |
Filed electronically
|
|
11.
|
Consents
(a) Consent of Counsel (b) Consent of Independent Auditors |
Filed electronically
Filed electronically |
|
12.
|
Not Applicable
|
||
13.
|
Not Applicable
|
||
14.
|
Retirement Plans - Filed
10/27/99
Incorporated by reference |
||
15.
|
Not Applicable
|
||
16.
|
Not
Applicable
|
Item 25. Persons Controlled by or under Common Control with Registrant
Furnish a list or diagram of all persons directly or indirectly controlled by or under common control with the Registrant and as to each such person indicate (1) if a company, the state or other sovereign power under the laws of which it is organized, (2) the percentage of voting securities owned or other basis of control by the person, if any, immediately controlling it.
See Management of the Fund in the Prospectus and Statement of Additional Information.
Item 26. Number of Holders of Securities
State in substantially the tabular form indicated, as of a specified date within 90 days prior to the date of filing, the number of record holders of each class of securities of the Registrant.
The following information is given as of October 18, 1999: | ||
Title of Class
|
Number of Record
Holders
|
|
|
|
|
Capital Stock
|
1
|
|
($0.001 par value)
|
Item 27. Indemnification
State the general effect of any contract, arrangements or statute under which any director, officer, underwriter or affiliated person of the Registrant is insured or indemnified in any manner against any liability which may be incurred in such capacity, other than insurance provided by any director, officer, affiliated person or underwriter for their own protection.
Under the terms of the Maryland General Corporation Law and the Company's By-Laws, the Company may indemnify any person who was or is a director, officer or employee of the Company to the maximum extent permitted by the Maryland General Corporation Law; provided, however, that Company only as authorized in the specific case upon a determination that indemnification of such persons is proper in the circumstances. Such determination shall be made (i) by the Board of Directors, by a majority vote of a quorum which consists of directors who are neither "interested persons" of Company as defined in Section 2(a)(19) of the 1940 Act, nor parties to the proceeding, or (ii) if the required quorum is not obtainable or if a quorum of such directors so directs by independent legal counsel in a written opinion. No indemnification will be provided by the Company to any director or officer of the Company for any liability to the Company or Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of duty.
Item 28. | Business and Other Connections of Investment Adviser |
Describe any other business, profession, vocation or employment of a substantial nature in which the investment adviser of the Registrant, and each director, officer or partner of any such investment adviser, is or has been, at any time during the past two fiscal years, engaged for his own account or in the capacity of director, officer, employee, partner or trustee.
See Prospectus Part A and Statement of Additional Information Part B ("Management of the Fund").
Item 29. | Principal Underwriters |
(a)
|
Lexington Money Market Trust |
Lexington Growth and Income Fund, Inc. | |
Lexington GNMA Income Fund, Inc. | |
Lexington Global Income Fund | |
Lexington Worldwide Emerging Markets Fund, Inc. | |
Lexington Goldfund, Inc. | |
Lexington Global Corporate Leaders Fund, Inc. | |
Lexington Natural Resources Trust | |
Lexington Corporate Leaders Trust Fund | |
Lexington Silver Fund, Inc. | |
Lexington International Fund, Inc. | |
Lexington Emerging Markets Fund, Inc. | |
Lexington Small Cap Asia Growth Fund, Inc. | |
Lexington SmallCap Fund, Inc. | |
Lexington Troika Dialog Russia Fund, Inc. | |
Lexington Global Technology Fund, Inc. |
29 (b)
Position and Offices
| ||
Name and Principal
| with Principal
| Position and Offices
|
Business Address
| Underwriter
| With Registrant
|
Peter Corniotes*
| Assistant Secretary
| Asst. Secretary
|
Lisa A. Curcio*
| Vice President and
| Vice President and
|
Secretary
| Secretary
| |
Robert M. DeMichele*
| Chief Executive Officer
| Chairman of the
|
and Chairman | Board and President |
Richard M. Hisey*
|
Chief Financial Officer
|
Chief Financial
|
and Director
|
Officer and Vice Pres.
|
|
Lawrence Kantor*
|
Executive Vice President,
|
Director and Vice Pres.
|
General Manager & Director
|
||
Richard Lavery*
|
Vice President
|
Vice President
|
Janice McInerney*
|
Assistant Treasurer
|
None
|
(c)
Not Applicable.
*P.O. Box 1515
Saddle Brook, New Jersey 07663
Item 30. Location of Accounts and Records
With respect to each account, book or other document required to be maintained by Section 31(a) of the 1940 Act and the Rules (17 CFR 270, 31a-1 to 31a-3) promulgated thereunder, furnish the name and address of each person maintaining physical possession of each such account, book or other document.
The Registrant, Lexington Global Technology Fund, Inc., Park 80 West - Plaza Two, Saddle Brook, New Jersey 07663 will maintain physical possession of such of each such account, book or other document of the Company, except for those maintained by the Registrant's Custodian, Chase Manhattan Bank, N.A., 1211 Avenue of the Americas, New York New York 10036, or Transfer Agent, State Street Bank and Trust Company, c/o National Financial Data Services, City Center Square, 1100 Main, Kansas City, Missouri 64105.
Item 31. Management Services
Furnish a summary of the substantive provisions of any management-related service contract not discussed in Part A or B of this Form (because the contract was not believed to be material to a purchaser of securities of the Registrant) under which services are provided to the Registrant, indicating the parties to the contract, the total dollars paid and by whom for the last three fiscal years.
None.
Item 32. Undertakings -
The Registrant, Lexington Global Technology Fund, Inc., undertakes to furnish a copy of the Fund's latest annual report, upon request and without charge, to every person to whom a prospectus is delivered.
The Registrant will hold a meeting of its public shareholders, if requested to do so by the holders of at least 10 percent of the Registrant's outstanding shares, to call a meeting of shareholders for the purpose of voting upon the question of removal of a director or directors and to assist in communications with other shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940 the Registrant has duly caused this Registration Statement to be signed on its behalf by the Undersigned, thereunto duly authorized, in the City of Saddle Brook and State of New Jersey, on the 17th day of December, 1999.
Lexington Global Technology Fund, Inc. | |
/s/ Robert M. DeMichele | |
|
|
By Robert M. DeMichele | |
Chairman of the Board |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated
Signature | Title | Date |
/s/ Robert M. DeMichele
Robert M. DeMichele |
Chairman of the Board
Principal Executive Officer |
December 17, 1999
|
/s/ Richard M. Hisey
Richard M. Hisey |
Principal Financial
and Accounting Officer and Director |
December 17,
1999
|
/s/ Lisa Curcio
Lisa Curcio |
Principal Compliance
Officer |
December 17, 1999
|
*S.M.S. Chadha
S.M.S. Chadha |
Director | December 17, 1999
|
*Beverley C. Duer, P.E.
Beverley C. Duer, P.E. |
Director | December 17, 1999
|
*Barbara R. Evans
Barbara R. Evans |
Director | December 17, 1999
|
Signature | Title
|
Date |
*Lawrence Kantor
Lawrence Kantor |
Director
|
December 17, 1999
|
*Jerard Maher
Jerard Maher |
Director
|
December 17, 1999
|
*Andrew McCosh
Andrew McCosh |
Director
|
December 17, 1999
|
*Donald B. Miller
Donald B. Miller |
Director
|
December 17, 1999
|
*John G. Preston
John G. Preston |
Director | December 17, 1999 |
*Allen H. Stowe
Allen H. Stowe |
Director | December 17, 1999 |
/s/ Lisa Curcio | ||
*By: | |
|
Lisa Curcio | ||
Attorney-in-Fact | ||
Registration No.
Securities and Exchange Commission
Washington, D.C. 20549
Exhibits
Filed With
Form N-1A
Lexington Global Technology Fund, Inc.
EXHIBIT INDEX
The following documents are being filed electronically as exhibits to this filing:
Auditor's
Report and Statement of Assets and Liabilities
|
|
Opinion of
Counsel as to legality of securities being offered
|
|
Consent of Kramer Levin
Naftalis & Frankel LLP
|
|
Consent of KPMG LLP
|
|