LEXINGTON GNMA INCOME FUND INC
N-30D, 1996-02-22
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Dear Fellow Shareholders:
- --------------------------------------------------------------------------------

    Lexington  GNMA  shareholders  had a great year.  For 1995, the Fund's total
return  amounted  to  15.9%*.  This  included  dividends  of 58.4 cents a share.
Despite the  significant  decline in long-term  interest  rates during 1995, the
Fund closed the year with a standardized yield in excess of 7%.

    Prospects  for 1996 are  excellent.  However,  it will be difficult to match
last  year's  return.  Currently,  long term U.S.  Treasury  bonds yield just 6%
compared with 7.9% at the end of 1994.  Another 200 basis point drop in interest
rates (and rise in bond prices) is extremely  unlikely.  But bear markets rarely
begin while the Federal Reserve is lowering  short-term  interest rates and such
action by the Fed, at least through mid-year, seems likely.

    The Federal  Reserve will likely cut  short-term  interest  rates another 50
basis points by June.  They nicked 25 basis points off the Federal Funds rate in
July and another 25 basis points in December,  bringing  this key interest  rate
down to 5.5%.  And it's still too high based on the historic  spread between the
Federal Funds rate and the rate of inflation.  A more  appropriate rate would be
5% or lower. We believe the Fed will gradually move in that direction.

    Be prepared for a choppy bond market.  While money market interest rates may
fall in the months ahead, bond and mortgage yields are likely to be stable.  The
market  already  assumes a number of positive  developments  will  occur:  (1) a
continued decline in Federal  government budget deficits,  (2) moderate economic
growth  with an  inflation  rate well below 3%;  and (3)  foreign  central  bank
support of the U.S. Dollar and their continued purchases of U.S. Treasury bonds.
(It was demand from foreign central banks which fueled much of the price gain in
1995.) We anticipate  positive and negative  surprises  along these three fronts
and related market fluctuations in the months ahead.

    Income  will  be king  in  1996.  Fortunately,  Lexington's  GNMA  portfolio
stresses high coupon  mortgages (the average coupon of our holdings at the close
of the year was 8.1%) and  flexibility.  On December 31st,  U.S.  Treasury bills
accounted for 14% of our investment. This slice of the portfolio will be shifted
back and forth into the long end of the U.S.  Treasury bond market as conditions
warrant.

    Our call protected  multi-family  mortgage portfolio served us well in 1995.
For the full year, total prepayments amounted to just 11% of the total portfolio
despite the sharp drop in interest  rates.  Government-guaranteed  mortgages  on
apartment buildings,  nursing homes,  hospitals and other commercial  properties
account for 90% of  Lexington's  mortgage  portfolio and 78% of the Fund's total
assets.  Prepayments  on these  mortgages  are less  sensitive to interest  rate
changes than those from single  family  mortgages.  Accordingly,  the Fund isn't
deluged with  prepayment cash flow at interest rate lows as is the case for many
mortgage-oriented mutual funds.

                                       1

<PAGE>

    We appreciate your continued support and welcome any questions which you may
have about your investment.

                                   Sincerely,

Denis P. Jamison                             Robert M. DeMichele
Portfolio Manager                            President
Jaunary, 1996                                January, 1996
_____________________________________________________________________________
                                    GRAPH
   Paper version of this shareholder report contains a graph comparing the 
                changes in value of a $10,000 investment in 
                    Lexington GNMA Income Fund, Inc., and
        the unmanaged Lehman Brothers Mortgage-Backed Securities Index
_____________________________________________________________________________

*15.91%,  8.35% and 8.66% are the one, five and ten year average annual standard
total returns,  respectively, for the period ended December 31, 1995. Investment
return and principal value of an investment will fluctuate so that an investor's
shares,  when  redeemed,  may be worth more or less than at their original cost.
Total return represents past performance.

                                       2

<PAGE>

Lexington GNMA Income Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1995

<TABLE>
<CAPTION>
                                                               Stated           Principal            Value
Coupon                                                        Maturity            Amount            (Note 1)
- -------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                   <C>                 <C> 
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA) CERTIFICATES: 87.2%
13.25% ................................................       8/2001          $    37,278         $    40,820
10.25 .................................................       8/2029             1,018,804          1,106,035
10.05 .................................................       6/2016               848,698            917,655
10.00 ................................................. 12/2015-10/2023          2,651,993          2,864,975
 9.75 .................................................  1/2026-10/2030          8,795,257          9,399,932
 9.50 .................................................       3/2023             2,018,509          2,133,928
 9.25 .................................................  12/2021-8/2029          4,655,003          4,906,653
 9.00 .................................................  5/2016-07/2033         11,421,614         12,027,181
 8.75 .................................................   3/2005-2/2036          7,945,775          8,253,537
 8.75*                                                        2/2036               157,391            157,391
 8.625 ................................................       6/2029             5,014,756          5,257,621
 8.50 .................................................   8/2008-8/2036          8,189,159          8,566,169
 8.50* ................................................       8/2036             1,778,414          1,789,422
 8.25 .................................................   3/2001-7/2027          7,996,147          8,348,458
 8.20 .................................................   4/2012-5/2017          8,234,408          8,592,029
 8.15 .................................................  12/2011-9/2015          9,790,839         10,209,984
 8.125 ................................................       4/2027             2,051,539          2,080,342
 8.125* ...............................................       4/2027               806,762            818,089
 8.10 .................................................   6/2012-7/2012          1,958,960          2,040,981
 8.00 .................................................  10/2012-1/2036         12,885,060         13,410,172
 7.75 .................................................       7/2022               951,174            984,160
 7.70 .................................................       8/2013               840,944            869,056
 7.65 .................................................      12/2012               131,009            135,225
 7.625 ................................................      12/2029               878,590            906,318
 7.55 .................................................      02/2001               169,352            174,432
 7.50 .................................................  6/2007-12/2025          3,542,554          3,644,401
 7.328                                                       12/2006               324,781            328,940
 6.95 .................................................      11/2019             1,770,794          1,789,051
 6.75 .................................................   6/2013-8/2017            184,266            184,726
 6.70                                                        12/2014               391,235            391,477
 6.65 .................................................      10/2014             1,414,231          1,412,463
 6.55 .................................................      11/2013               229,896            228,673
                                                                                                 ------------
TOTAL GNMA CERTIFICATES (cost $108,588,129) ..............................................        113,970,296
                                                                                                 ------------
U.S. GOVERNMENT OBLIGATIONS: 14.6%
U.S. Treasury Bills, 4.92%, due 03/14/96 ......................................  6,400,000          6,336,149
U.S. Treasury Bills, 5.00%, due 03/21/96 ......................................  1,000,000            988,889
U.S. Treasury Bills, 5.20%, due 01/14/96 ......................................    900,000            899,610
U.S. Treasury Bills, 5.25%, due 01/18/96 ......................................    400,000            399,008
U.S. Treasury Bills, 5.26%, due 03/07/96 ......................................  5,200,000          5,149,855
U.S. Treasury Bills, 5.295%, due 05/09/96 .....................................    500,000            490,513
U.S. Treasury Bills, 5.31%, due 03/07/96 ......................................  4,900,000          4,852,298
                                                                                                 ------------
TOTAL U.S. GOVERNMENT OBLIGATIONS (cost $19,116,322) .....................................         19,116,322
                                                                                                 ------------
TOTAL INVESTMENTS: 101.8% (cost $127,704,451+) (Note 1) ..................................        133,086,618
Liabilities in excess of other assets: (1.8%) ............................................         (2,405,187)
                                                                                                 ------------
TOTAL NET ASSETS: 100% (equivalent to $8.19 per share on 15,946,912 shares outstanding) ..       $130,681,431
                                                                                                 ============
<FN>
*When-issued securities (Note 1).
+Aggregate cost for Federal income tax purposes is identical.
</FN>
</TABLE>

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

                                       3

<PAGE>

(left column)

Lexington GNMA Income Fund, Inc.
Statement of Assets and Liabilities
December 31, 1995

Assets
Investments in securities, at value
  (cost $127,704,451) (Note 1) ..................................  $133,086,618
Cash ............................................................       357,622
Receivable for shares sold ......................................        56,380
Interest receivable .............................................       752,093
                                                                   ------------
      Total Assets ..............................................   134,252,713
                                                                   ------------

Liabilities
Due to Lexington Management Corporation (Note 2) ................        61,861
Payable for investment securities purchased .....................     3,066,236
Payable for shares redeemed .....................................       140,549
Accrued expenses ................................................       105,832
Distributions payable ...........................................       196,804
                                                                   ------------
      Total Liabilities .........................................     3,571,282
                                                                   ------------
Net Assets (equivalent to $8.19 per share on
  15,946,912 shares outstanding) (Note 3) .......................  $130,681,431
                                                                   ============

Net Assets consist of:
Capital stock-authorized 100,000,000 shares,
  $.01 par value per share ......................................  $    159,469
Additional paid-in capital (Note 1) .............................   132,350,631
Distributions in excess of net investment income
  (Note 1) ......................................................        (3,067)
Accumulated net realized loss on investments
  (Notes 1 and 5) ...............................................    (7,207,769)
Net unrealized appreciation of investments ......................     5,382,167
                                                                   ------------
                                                                   $130,681,431
                                                                   ============


(right column)

Lexington GNMA Income Fund, Inc.
Statement of Operations
Year ended December 31, 1995

Investment Income
Interest income .....................................               $10,293,800
           
Expenses
  Investment advisory fee (Note 2) .................. $   761,888
  Accounting and shareholder services
    expense (Note 2) ................................     198,410
  Custodian and transfer agent
    expenses ........................................     117,457
  Printing and mailing ..............................      63,744
  Directors' fees and expenses ......................      12,089
  Audit and legal ...................................      29,160
  Registration fees .................................      21,442
  Computer processing fees ..........................      20,420
  Other expenses ....................................      57,759
                                                      -----------
    Total expenses                                                    1,282,369
                                                                    -----------
        Net investment income .......................                 9,011,431

Realized and Unrealized Gain (Loss) on Investments (Note 4)
  Net realized loss on investments ..................                (1,220,453)
  Net change in unrealized
    appreciation ....................................                11,066,357
                                                                    -----------
        Net realized and unrealized gain
          on investments ............................                 9,845,904
                                                                    -----------
Increase in Net Assets Resulting
  from Operations ...................................               $18,857,335
                                                                    ===========

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

                                        4

<PAGE>

(left column)

Lexington GNMA Income Fund, Inc.
Statements of Changes in Net Assets
Years ended December 31, 1995 and 1994

                                                      1995            1994
                                                  ------------     ------------
Net investment income ..........................  $  9,011,431     $ 10,248,302
Net realized loss from security
  transactions .................................    (1,220,453)      (2,551,181)
Increase (decrease) in unrealized
  appreciation (depreciation) of
  investments ..................................    11,066,357      (11,308,000)
                                                  ------------     ------------
Net increase (decrease) in net assets
  resulting from operations ....................    18,857,335       (3,610,879)
Distributions to shareholders from net
  investment income ............................    (9,280,142)     (10,190,529)
Decrease in net assets from capital
  share transactions (Note 3) ..................   (11,003,421)      (4,051,452)
                                                  ------------     ------------
Net decrease in net assets .....................    (1,426,228)     (17,852,860)

Net Assets:
  Beginning of period ..........................   132,107,659      149,960,519
                                                  ------------     ------------
  End of period (including
    distributions in excess of net
    investment income of $3,067
    and undistributed net investment
    income of $3,665, respectively) ............  $130,681,431     $132,107,659
                                                  ============     ============

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

(right column)

Lexington GNMA Income Fund, Inc.
Notes to Financial Statements
December 31, 1995 and 1994

1.  Significant Accounting Policies

Lexington  GNMA  Income  Fund,  Inc.  (the  "Fund")  is an open end  diversified
management  investment  company  registered under the Investment  Company Act of
1940,  as amended.  The Fund's  investment  objective is to seek a high level of
current  income,  consistent  with  liquidity and safety of  principal,  through
investment  primarily in mortgage backed GNMA ("Ginnie Mae")  certificates  that
are  guaranteed as to the timely payment of principal and interest by the United
States  Government.  The  following is a summary of the  significant  accounting
policies followed by the Fund in the preparation of its financial statements:

  Securities  Security  transactions  are  accounted  for on a trade date basis.
Realized  gains and  losses  from  security  transactions  are  reported  on the
identified cost basis.  Investments are valued at the last reported bid price as
of the last business day of the period or, if no current bid price is available,
by the  valuation as determined  by the Fund's  management  and approved in good
faith by the Board of Directors.  Short-term  securities are stated at amortized
cost,  which   approximates   market  value.   Dividends  and  distributions  to
shareholders are recorded on the ex-dividend date. Interest income is accrued as
earned.

  Distributions  In accordance  with Statement of Position 93-2:  Determination,
Disclosure  and Financial  Statement  Presentation  of Income,  Capital Gain and
Return of Capital  Distributions  by  Investment  Companies,  as of December 31,
1995,  GNMA paydown gains of $261,979 were  reclassified  from  accumulated  net
realized  loss on  investments  to  distributions  in excess  of net  investment
income.  As of December 31, 1994,  book and tax basis  differences  amounting to
$96,382 were reclassified from undistributed net investment income to additional
paid-in capital.  In addition,  GNMA paydown gains of $117,809 were reclassified
from  accumulated  net  realized  loss  on  investments  to  undistributed   net
investment income.

  When-Issued Securities The Fund, at times, may purchase GNMA certificates on a
delayed  delivery,  forward or when-issued basis with payment and delivery often
taking place a month or more after the initiation of the transaction.  It is the
Fund's policy to record  when-issued GNMA  certificates  (and the  corresponding
obligation  to pay for the  securities)  at the  time  the  purchase  commitment
becomes  fixed-generally  on the trade  date.  It is also the  Fund's  policy to
segregate  assets to cover its commitments  for when-issued  securities on trade
date.

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

                                       5

<PAGE>

Lexington GNMA Income Fund, Inc.
Notes to Financial Statements
December 31, 1995 and 1994 (continued)

(left column)

2.  Investment Advisory Fee and Other Transactions with Affiliate

The Fund pays an  investment  advisory fee to Lexington  Management  Corporation
("LMC") at the rate of 0.6% of its average  daily net assets up to $150  million
and in  decreasing  stages to 0.4% of average daily net assets in excess of $800
million.  LMC is  required to  reimburse  the Fund for any  expenses,  excluding
interest,  taxes and extraordinary expenses which exceed 1-1/2% of the first $30
million  of  the  Fund's  average  daily  net  assets  and  1%  thereafter.   No
reimbursement  was required for the year ended  December 31, 1995. 

The Fund also  reimburses  LMC for certain  expenses,  including  accounting and
shareholder servicing costs, which are incurred by the Fund, but paid by LMC. 

3. Capital Stock

Transactions in capital stock were as follows:

                              Year ended                    Year ended
                           December 31, 1995             December 31, 1994
                           -----------------             -----------------
                       Shares         Amount          Shares          Amount
                       ------         ------          ------          ------
Shares sold .......  2,456,267      $19,640,687      4,931,556      $40,062,384
Shares issued on
  investment
  of dividends ....    859,479        6,916,746      1,017,841        7,977,604
                     ---------      -----------      ---------      -----------
                     3,315,746       26,557,433      5,949,397       48,039,988
Shares redeemed ... (4,745,973)     (37,560,854)    (6,591,822)     (52,091,440)
                     ---------      -----------      ---------      -----------
  Net decrease .... (1,430,227)    $(11,003,421)      (642,425)      (4,051,452)
                     =========      ===========      =========      ===========

(right column)

4.  Purchases and Sales of Investment Securities

The cost of purchases and proceeds  from sales of securities  for the year ended
December  31, 1995,  excluding  short- term  securities,  were  $37,684,722  and
$64,014,842,  respectively.  

At December 31, 1995, aggregate gross unrealized appreciation for all securities
in which there is an excess of value over tax cost amounted to  $5,414,239,  and
aggregate gross unrealized  depreciation for all securities in which there is an
excess  of  tax  cost  over  value  amounted  to  $32,072.   5.  Federal  Income
Taxes-Capital Loss Carryforwards

Capital  loss  carryforwards  available  for Federal  income tax  purposes as of
December 31, 1995 are approximately:
  $3,533,220 expiring in 1996;
  $2,130,253 expiring in 2002; and,
  $1,544,296 expiring in 2003.

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

Treasury regulations were issued in early 1990 which provide that capital losses
incurred  after  October 31 of a fund's  taxable  year  should be deemed to have
occurred on the first day of the following  taxable year (i.e.,  January 1). The
regulations  indicate that a fund may elect to  retroactively  apply these rules
for  purposes  of  computing  taxable  income.  Accordingly,  the  capital  loss
carryforwards for Lexington GNMA Income Fund, Inc. have been adjusted to reflect
prior years' post-October losses in the next fiscal year.

- --------------------------------------------------------------------------------
Financial Highlights
Selected per share data for a share outstanding throughout the period:


<TABLE>
<CAPTION>
                                                                                        Year ended December 31,
                                                                        -------------------------------------------------------
                                                                          1995        1994        1993         1992        1991
                                                                         -----       -----       -----        -----       -----
<S>                                                                      <C>         <C>         <C>          <C>         <C>  
Net asset value, beginning of period ................................    $7.60       $8.32       $8.26        $8.45       $7.90
                                                                         -----       -----       -----        -----       -----
Income from investment operations:
  Net investment income .............................................      .58         .55         .59          .61         .64
  Net realized and unrealized gain (loss) on investments ............      .59        (.72)        .06         (.19)        .55
                                                                         -----       -----       -----        -----       -----
Total income (loss) from investment operations ......................     1.17        (.17)        .65          .42        1.19
                                                                         -----       -----       -----        -----       -----
Less distributions:
  Dividends from net investment income ..............................     (.58)       (.55)       (.59)        (.61)       (.64)
                                                                         -----       -----       -----        -----       -----
Net asset value, end of period ......................................    $8.19       $7.60       $8.32        $8.26       $8.45
                                                                         =====       =====       =====        =====       =====
Total return ........................................................   15.91%      (2.07%)      8.06%        5.19%      15.75%
Ratio to average net assets:
  Expenses ..........................................................    1.01%       0.98%       1.02%        1.01%       1.02%
  Net investment income .............................................    7.10%       6.90%       6.96%        7.31%       7.97%
Portfolio turnover ..................................................   30.69%      37.15%      52.34%      180.11%     138.71%
Net assets at end of period (000's omitted) ......................... $130,681    $132,108    $149,961     $132,048    $122,191
</TABLE>

                                       6

<PAGE>

Independent Auditors' Report
The Board of Directors and Shareholders

Lexington GNMA Income Fund, Inc.:

    We have audited the  accompanying  statements of net assets  (including  the
portfolio of  investments)  and assets and  liabilities of Lexington GNMA Income
Fund, Inc. as of December 31, 1995, the related  statement of operations for the
year then ended,  the  statements of changes in net assets for each of the years
in the two-year period then ended, and the financial  highlights for each of the
years in the  five-year  period  then  ended.  These  financial  statements  and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

    We conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1995 by  correspondence  with the custodian  and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

    In our opinion,  the financial  statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Lexington  GNMA Income Fund,  Inc. as of December  31, 1995,  the results of its
operations  for the year then  ended,  the changes in its net assets for each of
the years in the two-year  period then ended,  and the financial  highlights for
each of the  years in the  five-year  period  then  ended,  in  conformity  with
generally accepted accounting principles.


                                                           KPMG Peat Marwick LLP

New York, New York
January 29, 1996

                                       7

<PAGE>

(left column)

Lexington
GNMA Income Fund, Inc.

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

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

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

     Transfer Agent
    -------------------------------------------
     STATE STREET BANK AND
     TRUST COMPANY
     c/o National Financial Data Services
     1004 Baltimore
     Kansas City, Missouri 64105
     
     Or call toll free:
     Service and Sales: 1-800-526-0056
     24 Hour Account Information:
     1-800-526-0052
    -------------------------------------------


- --------------------------------------------------------------------------------
(800) 526-0052

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


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


(right column)

                LEXINGTON

- ---------------------------------------
                LEXINGTON
                  GNMA
                 INCOME
               FUND, INC.

              (filled box)

       An investment primarily in
          mortgage-backed GNMA
    Certificates that are guaranteed
       as to the timely payment of
      principal and interest by the
        United States Government.

              (filled box)

              ANNUAL REPORT
            DECEMBER 31, 1995

           The Lexington Group
               of No Load
          Investment Companies
- ---------------------------------------




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