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SIGNATURE PETER CORNIOTES
TITLE ASSISTANT SECRETARY
For period ending 06-30-95
File Number 811 - 1838
77(C) Matters submitted to a vote of security holders.
a. Annual meeting of shareholders - April 19, 1995
b. Matters voted on and number of affirmative/negative votes:
1. Election of Directors: Robert M. DeMichele, Beverley C. Duer,
Barbara R. Evans, Lawrence Kantor, Donald B. Miller,
Francis Olmsted, John G. Preston, Margaret W. Russell,
Philip C. Smith, and Francis A. Sunderland
For All Directors: 11,176,295 Withheld Authority: 1,117,863
2. Ratification of the selection of KPMG Peat Marwick LLP as the
independent auditors for the Fund for the fiscal year ending
December 31, 1995.
Votes: For Against Abstain
10,800,163 297,452 1,196,543
3. Approval of an amended Investment Management Agreement between the
Fund and Lexington Management Corporation.
Votes: For Against Abstain
10,194,964 782,896 1,316,296
4. Approval of an amendment to the Fund's fundamental investment
restriction concerning senior securities.
Votes: For Against Abstain
10,080,763 842,755 1,370,639
5. Approval of an amendment to the Fund's fundamental investment
restriction concerning underwriting.
Votes: For Against Abstain
10,210,579 735,816 1,347,763
6. Approval of an amendment to and separation of the Fund's
fundamental investment restriction concerning real estate and
commodity contracts.
Votes: For Against Abstain
9,806,974 1,141,148 1,346,037
7. Approval of an amendment to the Fund's fundamental investment
restriction concerning lending.
Votes: For Against Abstain
9,963,937 999,705 1,330,515
8. Approval of the elimination of the Fund's fundamental investment
restriction concerning securities of other investment companies.
Votes: For Against Abstain
10,199,672 775,268 1,319,219
9. Approval to the elimination of the Fund's fundamental investment
restriction concerning margin and short sales.
Votes: For Against Abstain
9,746,011 1,186,233 1,361,915
10. Approval of the elimination of the Fund's fundamental investment
restriction concerning sales of securities to the Fund's officers,
directors, investment adviser or distributor.
Votes: For Against Abstain
9,552,769 1,386,941 1,354,449
11. Approval of the elimination of the Fund's fundamental investment
restriction concerning the Fund's ability to contract to sell
securities.
Votes: For Against Abstain
9,755,564 1,149,877 1,388,718
12. Approval of the elimination to the Fund's fundamental investment
restriction concerning securities of affiliates.
Votes: For Against Abstain
9,929,145 994,205 1,370,808
13. Approval of an amendment to the Fund's fundamental investment
restriction concerning diversification.
Votes: For Against Abstain
10,019,627 943,917 1,330,614
14. Approval of an amendment to the Fund's fundamental investment
restriction concerning securities of issuers in operation for less
than three (3) years.
Votes: For Against Abstain
9,891,754 1,030,339 1,372,066
15. Approval of the elimination of the Fund's fundamental investment
restriction concerning investment for control.
Votes: For Against Abstain
9,687,783 1,227,919 1,378,455
16. Approval of an amendment to the Fund's fundamental investment
restriction concerning concentration.
Votes: For Against Abstain
10,113,631 807,747 1,372,780
17. Approval of an amendment to the Fund's fundamental investment
restriction concerning borrowing.
Votes: For Against Abstain
9,709,223 1,183,974 1,400,961
18. Approval of an amendment to the Fund's fundamental investment
restriction concerning puts and calls.
Votes: For Against Abstain
9,914,944 1,022,420 1,356,794
For period ending 06-30-95
File Number 811 - 1838
77(Q) EXHIBITS - Amended Investment Advisory Contract
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 5th day of December, 1994 by and between
LEXINGTON WORLDWIDE EMERGING MARKETS FUND, INC., a Maryland corporation
(the "Fund"), and LEXINGTON MANAGEMENT CORPORATION, a Delaware corporation
(the "Manager"), with respect to the following recital of fact:
RECITALS
WHEREAS, the Fund is registered as an open-end diversified management
investment company under the Investment Company Act of 1940, as amended
(the "1940 Act"), and the rules and regulations promulgated thereunder; and
WHEREAS, the Manager is registered as an investment advisor under the
investment Advisers Act of 1940, as amended, and engages in the business
of acting as an investment advisor; and
WHEREAS, the Fund and the Manager desire to enter an agreement to
provide for management services for the Fund on the terms and conditions
hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. Management. The Manager shall act as investment advisor for
the Fund and shall, in such capacity, supervise the investment and
reinvestment of the cash, securities or other properties comprising the
Fund's assets subject at all times to the policies and control of the
Fund's Board of Directors. The Manager shall give the Fund the benefit of
its best judgment, efforts and facilities in rendering its services as
investment advisor.
2. Investment Analysis and Implementation. In carrying out its
obligation under paragraph 1 hereof, the Manager shall:
(a) determine which issuers and securities shall be
represented in the Fund and regularly report thereof to the Fund's Board
of Directors;
(b) formulate and implement continuing programs for the
purchases and sales of the securities of such issuers and regularly report
thereon to the Fund's Board of Directors;
(c) continuously review the portfolio security holdings, the
investment programs and the investment policies of the Fund; and
(d) take, on behalf of the Fund, all actions which appear to
the Fund necessary to carry into effect such purchase and sale programs and
supervisory functions aforesaid, including the placing of orders for the
purchase and sale of portfolio securities.
3. Broker-Dealer Relationships. The Manager's primary policy is
to execute all purchases and sales of portfolio instruments at the most
favorable prices consistent with the 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 and the Directors may determine, the Manager may
consider sales of shares of the Fund and of the other funds advised by the
Manager as a factor in the selection of broker-dealers to execute the
Fund's portfolio transactions. However, in selecting a broker-dealer to
execute each transaction, the Manager may consider research provided and
payment may be made of the 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, in accordance with Section
28(e) of the Securities Exchange Act of 1934. Section 28(e) of the
Securities Exchange Act of 1934 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 a higher commission than the lowest available under certain
circumstances, provided that the person so exercising investment discretion
makes a good faith determination that the commissions paid are "reasonable
in 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."
The Manager cannot determine the extent to which commissions that
reflect an element of value for research services might exceed commissions
that would be payable for execution services alone. Research services
furnished may be useful and of value to the Manager and its affiliates, in
serving other clients as well as the Fund. Similarly, any research services
obtained by the Manager or its affiliates from the placement of portfolio
brokerage of other clients might be useful and of value to the Manager in
carrying out its obligations to the Fund.
Brokerage transactions involving securities of companies domiciled
in countries other than the United States will be normally conducted on the
principal stock exchanges of those countries.
4. Control by Board of Directors. Any investment program
undertaken by the Manager pursuant to this Agreement, as well as any other
activities undertaken by the Manager on behalf of the Fund pursuant
thereto, shall at all times be subject to any directives of the Board of
Directors of the Fund.
5. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Manager shall at all times conform
to:
(a) all applicable provisions of the 1940 Act and any rules
and regulations adopted hereunder as amended; and
(b) the provisions of the Registration Statement of the Fund
under the Securities Act of 1933, as amended, and the 1940 Act; and
(c) the provisions of the Articles of Incorporation of the
Fund; and
(d) the provisions of the By-Laws of the Fund; and
(e) any other applicable provisions of state and federal law.
6. Expenses. The expenses connected with the Fund shall be
allocable between the Fund and the Manager as follows:
(a) The Manager shall maintain, at its expense and without
cost to the Fund, a trading function in order to carry out its obligations
under subparagraph (d) of paragraph 2 hereof to place orders for the
purchase and sale of portfolio securities for the Fund.
(b) The Manager shall pay the Fund's expenses for office rent,
utilities, telephone, furniture and supplies utilized at the fund's
principal office.
(c) The Manager shall pay the salaries and payroll expenses
of persons serving as officers or Directors of the Fund who are also
employees of the Manager of any of its affiliates in carrying out its
duties under the Investment Advisory Agreement.
(d) Nothing in subparagraph (a) through (e) hereof shall be
construed to require the Manager to bear other expenses.
(e) Any of the other expenses incurred in the operation of the
Fund shall be borne by the Fund, including, among other things, fees of its
custodian, transfer and shareholder servicing agent; cost of pricing and
calculating its daily net asset value and of maintaining its books and
accounts required by the 1940 Act; expenditures in connection with meetings
of the Fund's Directors and shareholders, except those called to
accommodate the Manager; fees and expenses of Directors who are not
affiliated with or interested persons of the Manager; in maintaining
registration of its shares under state securities laws or in providing
shareholder and dealer services; insurance premiums on property or
personnel of the Fund which inure to its benefit; costs of preparing and
printing reports, proxy statements and prospectuses of the Fund which inure
to its benefit; costs of preparing and printing reports, proxy statements
and prospectuses of the Fund for distribution to its shareholders; legal,
auditing and accounting fees; fees and expenses of registering and
maintaining registration of its shares for sale under Federal and
applicable state securities laws; and all other expenses in connection with
issuance, registration and transfer of its shares.
7. Delegation of Responsibilities. Upon the request of the Fund's
Board of Directors, the Manager may perform services on behalf of the Fund
which are not required by this Agreement. Such services will be performed
on behalf of the Fund and the Manager's cost in rendering such services may
be billed monthly to the Fund, subject to examination by the Fund's
independent accountants. Payment or assumption by the Manager of any Fund
expense that the Manager is not required to pay or assume under this
Agreement shall not relieve the Manager of any of its obligations to the
Fund nor obligate the Manager to pay or assume any similar Fund expense on
any subsequent occasions.
8. Compensation. The Fund shall pay the Manager in full
compensation for services rendered hereunder an annual investment advisory
fee payable monthly equal to 1.00% of the Fund's average daily net assets
after deduction of the Funds' expenses, if any, in excess of the expense
limitations set forth below. The average daily net asset value of the Fund
shall be determined in the manner set forth in the Articles of
Incorporation and Prospectus of the Fund.
9. Expense Limitation. If, for any fiscal year, the total of all
ordinary business expenses of the Fund, including all investment advisory
fees but excluding brokerage commissions and fees, taxes, interest and
extraordinary expenses such as litigation, would exceed the most
restrictive expense limits imposed by any statute or regulatory authority
of any jurisdiction in which the Fund's securities are offered as
determined in the manner described above as of the close of business on
each business day during such fiscal year, the aggregate of all such
investment management fees shall be reduced by the amount of such excess
but will not be required to reimburse the Fund for any ordinary business
expenses which exceed the amount of its advisory fee for the such fiscal
year. The amount of any such reduction to be borne by the Adviser shall
be deducted from the monthly investment advisory fee otherwise payable to
the Adviser during such fiscal year; and if such amount should exceed such
monthly fee, the Adviser agrees to repay to the Fund such amount of its
investment management fee previously received with respect to such fiscal
year as may be required to make up the deficiency no later than the last
day of the first month of the next succeeding fiscal year. For purposes
of this paragraph, the term "fiscal year" shall exclude the portion of the
current fiscal year which shall have elapsed prior to the date hereof and
shall include the portion of the then current fiscal year which shall have
elapsed at the date of termination of this Agreement.
10. Additional Services. Upon the request of the Board, the
Adviser may perform certain accounting, shareholder servicing or other
administrative services on behalf of the Fund that are not required by this
Agreement. Such services will be performed on behalf of the Fund and the
Adviser may receive from the Fund such reimbursement for costs or
reasonable compensation for such services as may be agreed upon between the
Adviser and the Board on a finding by the Board that the provision of such
services by the Adviser is in the best interests of the Fund and its
shareholders. Payment or assumption by the Adviser of any Fund expense
that the Adviser is not otherwise required to pay or assume under this
Agreement shall not relieve the Adviser of any of its obligations to the
Fund nor obligate the Adviser to pay or assume any similar Fund expense on
any subsequent occasions. Such services may include, but are not limited
to, (a) the services of a principal financial officer of the Fund
(including applicable office space, facilities and equipment) whose normal
duties consist of maintaining the financial accounts and books and records
of the Fund, and the services (including applicable office space,
facilities and equipment) of any of the personnel operating under the
direction of such principal financial officer; (b) the services of staff
to respond to shareholder inquiries concerning the status of their
accounts; providing assistance to shareholders in exchanges among the
investment companies managed or advised by the Adviser; changing account
designations or changing addresses; assisting in the purchase or redemption
of shares; or otherwise providing services to shareholders of the Fund; and
(c) such other administrative services as may be furnished from time to
time by the Adviser to the Fund at the request of the Board.
11. Non-Exclusivity. The services of the Manager to the Fund are
not to be deemed to be exclusive, and the Manager shall be free to render
investment advisory and corporate administrative or other services to
others (including other investment companies) and to engage in other
activities. It is understood and agreed that officers and Directors of the
Manager may serve as officers or Directors of the Fund, and that officers
or Directors of the Fund may serve as officers or Directors of the Manager
to the extent permitted by law; and that the officers and directors of the
Manager are not prohibited from engaging in any other business activity or
from rendering services to any other person, or from serving as partners,
officers, trustees or directors of any other firm or corporation, including
other investment companies. The Manager, subject to the approval of the
Fund s shareholders, may appoint a sub-adviser to the Fund to provide to
the Fund certain investment advisory and related services.
12. Term and Approval. This Agreement shall become effective at
the close of business on the date hereof and shall thereunder continue in
force and effect from year to year, provided that such continuance is
specifically approved at least annually:
(a) (i) by the Fund's Board of Directors; or (ii) by the vote
of a majority of the Fund's outstanding voting securities (as defined in
Section 2(a)(42) of the 1940 Act, and
(b) by the affirmative vote of a majority of the Directors who
are not parties to this Agreement or interested persons of a party to this
Agreement (other than as a Director of the Fund), by votes cast in person
at a meeting specifically called for such purpose.
13. Termination. This Agreement may be terminated at any time,
without the payment of any penalty, by vote of the Fund's Board of
Directors or by vote of a majority of the Fund's outstanding voting
securities or by the Manager, on sixty (60) days' written notice to the
other party. This Agreement shall automatically terminate in the event of
its assignment, the term "assignment" for the purposes having the meaning
defined in Section 2(a)(4) of the 1940 Act, as amended.
14. Liability of Manager and Indemnification. In the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Manager or any of its
officers, directors or employees, it shall not be subject to liability to
the Fund or to any shareholder of the Fund for any commission in the course
of, or connected with, rendering services hereunder or for any losses that
may be sustained in the purchase, holding or sale of any security.
15. Notices. Any notices under this agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice.
Until further notice of the other party, it is agreed that the address of
the Manager shall be Park 80 West, Plaza Two, Saddle Brook, New Jersey
07663.
16. Questions of Interpretation. Any question of interpretation
of any term of provision of this agreement having a counterpart in or
otherwise derived from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the Act and to
interpretations thereof, if any, by the United States Courts or in the
absence of any controlling decision of any such court, by rules,
regulations or orders of the Securities and exchange Commission issued
pursuant to said Act. In addition, where the effect of a requirement of
the 1940 Act reflected in any provision of this agreement is revised by
rules, regulations or order of the Securities and Exchange Commission, such
provisions shall be deemed to incorporate the effect of such rule,
regulation or order.
In witness whereof, the parties hereto have caused this Agreement to
be executed in duplicate by their respective officers on the day and year
first above written.
Attest: LEXINGTON WORLDWIDE EMERGING
MARKETS FUND, INC.
________________________________ By: ____________________________________
President
Attest: LEXINGTON MANAGEMENT CORPORATION
________________________________ By:_____________________________________
Executive Vice President
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
The Schedule contains summary financial information extracted from semi-
annual financial statements dated June 30, 1995 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<INVESTMENTS-AT-COST> 308,005,496
<INVESTMENTS-AT-VALUE> 307,184,488
<RECEIVABLES> 7,708,015
<ASSETS-OTHER> 533,170
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 315,425,673
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,097,529
<TOTAL-LIABILITIES> 1,097,529
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 342,514,803
<SHARES-COMMON-STOCK> 28,182,552
<SHARES-COMMON-PRIOR> 25,165,424
<ACCUMULATED-NII-CURRENT> 2,320,346
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (29,686,339)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (820,666)
<NET-ASSETS> 314,328,144
<DIVIDEND-INCOME> 3,619,149
<INTEREST-INCOME> 1,720,840
<OTHER-INCOME> (571,261)
<EXPENSES-NET> 2,448,382
<NET-INVESTMENT-INCOME> 2,320,346
<REALIZED-GAINS-CURRENT> (27,394,313)
<APPREC-INCREASE-CURRENT> 19,071,077
<NET-CHANGE-FROM-OPS> (6,002,890)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12,908,200
<NUMBER-OF-SHARES-REDEEMED> (9,891,072)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 31,749,845
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (2,292,026)
<GROSS-ADVISORY-FEES> 1,420,784
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,448,382
<AVERAGE-NET-ASSETS> 285,284,330
<PER-SHARE-NAV-BEGIN> 11.47
<PER-SHARE-NII> 0.09
<PER-SHARE-GAIN-APPREC> (0.41)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.15
<EXPENSE-RATIO> 1.72
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
