LEXINGTON GNMA INCOME FUND INC
N-30D, 1997-02-27
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DEAR SHAREHOLDERS:
- --------------------------------------------------------------------------------

     Rewards  were  meager  for fixed  income  investors  in 1996.  Bond  prices
seesawed during the year as long-term yields oscillated between 6% and 7.2%, and
finished  the year at 6.6%.  This was sixty basis  points  higher than the prior
year.  While Federal Reserve  monetary policy and inflation  readings were quite
stable  throughout  the year,  the stop and go nature of  economic  growth  kept
investors  on edge.  The key to good  performance  in 1996  was  lots of  coupon
income.

     Fortunately,  the  Lexington  GNMA  Income  Fund  entered  1996 with a very
defensive  portfolio  consisting  of a  heavy  weighting  in  high  coupon  GNMA
securities  which  exhibited  a high  degree of price  stability  regardless  of
interest    rate    volatility.    Also,    a    market    segment    which   we
emphasize--multi-family    GNMA-guaranteed    mortgages--came   in   vogue   and
significantly outperformed single family mortgages.  Accordingly,  the Lexington
GNMA Income Fund  returned  5.7% in 1996,  about 190 basis  points more than the
typically  GNMA-oriented  mutual fund according to Lipper  Analytical  Services,
Inc. This gain comes on the heels of a 15.9% total return in 1995.

     The  Fund's  dividend  income per share  declined  about  seven  cents last
year--from  58.5  cents to 52 cents.  This is not a  prelude  of things to come.
Certain unique factors depressed income in 1996. First, the bear market in bonds
encouraged  us to keep a  greater  percentage  of the  portfolio  in short  term
government  securities  which  typically  have a lower  yield.  Second,  we took
advantage of the strong market for  multi-family  GNMA  securities last year and
sold a significant  portion of our holdings at a gain and  temporarily  invested
the cash in two to five year U.S.  Treasury notes. This had a negative impact in
the  November  and  December  dividend  payouts.  These funds are being  quickly
reinvested in mortgage securities and that should help lift dividends this year.

     We  anticipate   better  returns  for  mortgages  and  other  fixed  income
securities  in 1997.  Unlike the stock  market,  where value as measured by past
yardsticks  seems quite strained,  bonds look cheap.  Over the last forty years,
long-term U.S. Treasury bond yields have exceeded  inflation (as measured by the
core  CPI) by 2.8%.  Currently,  that  spread  exceeds  4%. In late  1994,  that
differential  reached 5% and ushered in a period of  excellent  returns over the
following year.

     The supply/demand  equation looks good for bonds, too. During 1996, foreign
demand--primarily  from  central  banks--scooped  up  all  the  bonds  the  U.S.
Government  printed to cover its $100  billion-plus  deficit.  These buyers were
motivated by the need to depreciate their currencies (particularly Japanese Yen)
relative to the U.S. Dollar and thereby revive their economies. As the year grew
to a close,  the  central  bank  buyers  were  supplanted  by  private  overseas
investors  drawn to the high U.S.  bond yields and the strength of our currency.
This flow of funds will likely be sustained  through 1997 and could be augmented
by demand from domestic  investors  should the equity or high yield bond markets
falter.

     Given our  positive  outlook for the bond market in 1997,  we already  have
increased the average  maturity of the Fund's  portfolio and,  accordingly,  the
price of the Fund's shares will be more sensitive to market  fluctuations in the
months ahead. We wish to thank all our shareholders for their continued loyalty.


                                       1
<PAGE>


RESULTS OF ANNUAL MEETING OF SHAREHOLDERS HELD NOVEMBER 5, 1996 (unaudited)

Total Outstanding Shares as of September 10, 1996: 15,635,082

1.  Directors  Elected:  S.M.S.  Chadha,  Robert  M.DeMichele,Beverley  C. Duer,
Barbara R.Evans,  Lawrence Kantor,  Jerard F. Maher, Andrew M.McCosh,  Donald B.
Miller, John G. Preston, Margaret W. Russell and Philip C. Smith

             For All Nominees:9,034,168 Withheld Authority: 311,443

                                                          Votes         Votes
                                           Votes For     Against      Abstained
                                           ---------    --------      ---------
2. Selection of KPMG Peat Marwick LLP
   as Independent Auditors .............    9,112,802     57,920        174,889
Sincerely,


/s/  Denis P. Jamison                              /s/ Robert M. DeMichele
- ---------------------                              -----------------------
Denis P. Jamison                                       Robert M. DeMichele
Portfolio Manager                                      President
February, 1997                                         February, 1997



                              CHART/BEGIN
         Printed version of this shareholder report contains a 
         graphic chart indicating the comparison of change in 
         value of a $10,000 investment in Lexington GNMA Income 
         Fund, Inc., and the unmanaged Lehman Brothers Mortgage-
         Backed Securities Index from 12/31/86 through 12/31/96.
                               CHART/END


*5.71%,  6.40% and 8.03% are the one, five and ten year average annual  standard
 total returns, respectively, for the period ended December 31, 1996. Investment
 return  and  principal  value  of an  investment  will  fluctuate  so  that  an
 investor's shares, when redeemed, may be worth more or less than their original
 cost. Total return  represents past performance and is not predictive of future
 results.


                                       2
<PAGE>


LEXINGTON GNMA INCOME FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
December 31, 1996
<TABLE>
<CAPTION>


                                                                Stated                Principal             Value
Coupon                                                         Maturity                Amount             (Note 1)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                     <C>              <C>       
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA) CERTIFICATES: 70.1%
13.25% ...............................................          8/2001              $    32,700      $     34,560
10.25 ................................................          8/2029                1,015,378         1,107,392
9.50 .................................................          3/2023                2,002,795         2,145,495
9.25 .................................................      12/2021-8/2029           12,023,778        12,338,725
9.00 .................................................          1/2022                3,067,793         3,248,026
8.75 .................................................      9/1998-10/2023            5,455,099         5,702,025
8.50 .................................................       3/2012-8/2036            2,785,826         2,819,623
8.50* ................................................          8/2036                  117,601           117,601
8.25 .................................................       3/2001-4/2022            7,452,292         7,715,585
8.20 .................................................       4/2012-5/2017           11,262,784        11,614,746
8.15 .................................................      12/2011-9/2015           10,807,028        11,127,781
8.125 ................................................       4/2027-6/2039            4,124,195         4,184,382
8.125* ...............................................       4/2027-6/2039            8,098,105         8,162,833
8.10 .................................................       6/2012-7/2012            1,902,405         1,956,491
8.00 .................................................      10/2012-3/2038            5,088,083         5,196,778
8.00* ................................................      11/2030-3/2038            2,563,705         2,573,003
7.70 .................................................          8/2013                  806,070           819,419
7.65 .................................................      12/2012-4/2031            3,957,618         3,967,788
7.50 .................................................          4/2013                1,295,941         1,306,866
7.25 .................................................          8/2022                2,095,849         2,086,020
7.20 .................................................          6/2014                3,004,683         2,988,699
6.75 .................................................       6/2013-8/2017              402,178           393,877
6.70 .................................................         12/2014                  381,010           372,674
6.65 .................................................         10/2014                1,495,781         1,458,850
5.65 .................................................          7/2029                  486,773           400,662
                                                                                                     ------------
TOTAL GNMA CERTIFICATES (cost $91,390,140) ....................................................        93,839,901
                                                                                                     ------------
U.S. GOVERNMENT OBLIGATIONS: 37.2%
U.S. Treasury Bills, 5.34%, due 10/16/97 .......................................        300,000           287,691
U.S. Treasury Notes, 6.00%, due 08/15/99 .......................................     23,800,000        23,792,146
U.S. Treasury Notes, 5.875%, due 10/31/98 ......................................      1,000,000           999,980
U.S. Treasury Notes, 5.875%, due 11/30/01 ......................................     25,000,000        24,632,250
                                                                                                     ------------
TOTAL U.S. GOVERNMENT OBLIGATIONS (COST $49,814,832) ..........................................        49,712,067
                                                                                                     ------------
TOTAL INVESTMENTS: 107.3% (COST $141,204,972+)(NOTE 1) ........................................       143,551,968

Liabilities in excess of other assets: (7.3%) .................................................        (9,774,844)
                                                                                                     ------------
TOTAL NET ASSETS:100% (equivalent to $8.12 per share on 16,467,397 shares outstanding) ........      $133,777,124
                                                                                                     ============
</TABLE>

* When-issued securities (Note 1)
+ Aggregate cost for Federal income tax purposes is identical.

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



                                       3
<PAGE>


LEXINGTON GNMA INCOME FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996

ASSETS
Investments, at value
   (cost $141,204,972) (Note 1) ...............       $143,551,968
Cash ..........................................            790,815
Receivable for shares sold ....................            220,203
Dividends and interest receivable .............          1,231,459
                                                     -------------
     Total Assets .............................        145,794,445
                                                     -------------

LIABILITIES
Due to Lexington Management Corporation (Note 2)            67,775
Payable for investment securities purchased ...         11,579,728
Payable for shares redeemed ...................             90,829
Distributions payable .........................            165,817
Accrued expenses ..............................            113,172
                                                     -------------
     Total Liabilities ........................         12,017,321
                                                     -------------
NET ASSETS (equivalent to $8.12 per share on
   16,467,397 shares outstanding) (Note 3) ....      $ 133,777,124
                                                     =============
NET ASSETS consist of:
Capital stock--authorized 100,000,000 shares,
   $.01 par value per share ...................      $     164,674
Additional paid-in capital (Note 1) ...........        134,930,714
Undistributed net investment income (Note 1) ..              9,290
Accumulated net realized loss on investments
   (Notes 1 and 5) ............................         (3,674,550)
Net unrealized appreciation of investments ....          2,346,996
                                                     -------------
                                                     $ 133,777,124
                                                     =============

LEXINGTON GNMA INCOME FUND, INC.
STATEMENT OF OPERATIONS
Year ended December 31, 1996

INVESTMENT INCOME
Interest income ...............................      $   9,621,445


Expenses
   Investment advisory fee (Note 2) .  $ 758,779
   Transfer agent and shareholder
     servicing expense (Note 2) .....    211,840
   Accounting expenses (Note 2) .....     92,728
   Printing and mailing expenses ....     90,761
   Custodian expense ................     42,343
   Professional fees ................     30,808
   Registration fees ................     20,833
   Computer processing fees .........     20,011
   Directors' fees and expenses .....     16,192
   Other expenses ...................     39,716
                                       ---------
     Total expenses                                      1,324,011
                                                     -------------
       Net investment income                             8,297,434
                                                     -------------

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (NOTE 4)
   Net realized gain on investments ...........          1,733,533
   Net change in unrealized
     appreciation .............................         (3,035,171)
                                                     -------------
       Net realized and
         unrealized loss ......................         (1,301,638)
                                                     -------------

INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS ............................      $   6,995,796
                                                     =============


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

                                       4
<PAGE>


LEXINGTON GNMA INCOME FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
Years ended December 31, 1996 and 1995

                                                 1996             1995
                                            -------------     -------------

Net investment income ..................    $   8,297,434     $   9,011,431
Net realized gain (loss) from security
   transactions ........................        1,733,533        (1,220,453)
Net change in unrealized appreciation
   of investments ......................       (3,035,171)       11,066,357
                                            -------------     -------------
     Increase in net assets
               resulting from operations        6,995,796        18,857,335

Distributions to shareholders from
   net investment income ...............       (8,115,172)       (9,280,142)

Increase (decrease) in net assets from
   capital share transactions
   (Note 3) ............................        4,215,069       (11,003,421)
                                            -------------     -------------
   Net increase (decrease)
     in net assets .....................        3,095,693        (1,426,228)


Net Assets:
   Beginning of period .................      130,681,431       132,107,659
                                            -------------     -------------
   End of period  (including
   undistributed  net investment
   income of $9,290 and
   distributions in excess of net
   investment income of $3,067,
   respectively) .......................    $ 133,777,124     $ 130,681,431
                                            =============     =============


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



LEXINGTON GNMA FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995

1.  SIGNIFICANT ACCOUNTING  POLICIES
Lexington  GNMA 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 significant accounting policies
followed by the Fund in the preparation of its financial statements:

     INVESTMENTS Security  transactions are accounted for on a trade date basis.
Realized  gains and losses  from  investment  transactions  are  reported on the
identified  cost basis.  Securities 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 in good faith under the
direction  of the Fund's  Board of  Directors.  Short-term  securities  having a
maturity of 60 days or less are stated at  amortized  cost,  which  approximates
market value.  Dividend income and distributions to shareholders are recorded on
the ex-dividend date. Interest income, adjusted for amortization of premiums and
accretion of discounts, is accrued as earned.

     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. These transactions are
subject to market fluctuations and their current value is determined in the same
manner as other  securities  in the  portfolio.  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  policy  to  comply  with  the
requirements of the Internal  Revenue Code  applicable to "regulated  investment
companies"  and to  distribute  all of its taxable  income to its  shareholders.
Therefore, no provision for Federal income taxes is required.

     DISTRIBUTIONS   Dividends from net investment income are normally  declared
and paid  monthly and  dividends  from net realized  capital  gains are normally
declared and paid annually.  However,  the Fund may make distributions on a more
frequent  basis to comply with the  distribution  requirements  of the  Internal
Revenue Code. The character of income and gains to be distributed are determined
in  accordance  with  income tax  regulations  which may differ  from  generally


                                       5
<PAGE>

LEXINGTON GNMA FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995 (continued)

accepted accounting  principles.  At December 31, 1996,  reclassifications  were
made to the Fund's capital accounts to reflect  permanent  book/tax  differences
and income and gains available for  distributions  under income tax regulations.
Net  investment  income,  net realized gains and net assets were not affected by
this change.

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

2.   INVESTMENT ADVISORY FEE AND OTHER
     TRANSACTIONS WITH AFFILIATE
The Fund pays an  investment  advisory fee to Lexington  Management  Corporation
("LMC") at an annual rate of 0.60% of the Fund's  average daily net assets up to
$150 million and in  decreasing  stages to 0.40% of average  daily net assets in
excess of $800 million.  In accordance with the investment  advisory  agreement,
LMC is required to  reimburse  the Fund for any  expenses,  excluding  interest,
taxes and extraordinary  expenses which exceed 1.50% of the first $30 million of
the Fund's average daily net assets and 1.00%  thereafter.  No reimbursement was
required for the year ended December 31, 1996.

The Fund also  reimbursed  LMC for certain  expenses,  including  accounting and
shareholder  servicing  costs of $193,498,  which were incurred by the Fund, but
paid by LMC.

3.  CAPITAL STOCK
Transactions in capital stock were as follows:

                             Year ended                   Year ended
                          December 31, 1996             December 31, 1995
                    ---------------------------     --------------------------- 
                      Shares          Amount          Shares          Amount
                    ----------      -----------     ----------      ----------- 
Shares sold ....     4,079,533     $ 33,104,861      2,456,267     $ 19,640,687
Shares issued on
   reinvestment
   of dividends ..     753,267        6,088,504        859,479        6,916,746
                    ----------      -----------     ----------      ----------- 
                     4,832,800       39,193,365      3,315,746       26,557,433
Shares redeemed ..  (4,312,315)     (34,978,296)    (4,745,973)     (37,560,854)
                    ----------      -----------     ----------      ----------- 
Net increase
  (decrease) .....     520,485     $  4,215,069     (1,430,227)    $(11,003,421)
                    ==========      ===========     ==========      =========== 

4.  PURCHASES AND SALES OF INVESTMENT SECURITIES
The cost of purchases and proceeds  from sales of securities  for the year ended
December  31, 1996,  excluding  short-term  securities,  were  $197,017,595  and
$166,184,972, respectively. At December 31, 1996, the aggregate gross unrealized
appreciation  for all  securities  in which there is an excess of value over tax
cost amounted to $2,490,582 and aggregate gross unrealized  depreciation for all
securities  in which  there is an  excess  of tax cost over  value  amounted  to
$143,586.

5.  FEDERAL INCOME TAXES - CAPITAL LOSS CARRYFORWARDS
Capital  loss  carryforwards  available  for Federal  income tax  purposes as of
December 31, 1996 are approximately: $2,130,253 expiring in 2002; and $1,544,296
expiring  in 2003.  To the extent any future  gains are offset by these  losses,
such gains may not be distributed to shareholders.


- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
Selected per share data for a share outstanding throughout the period:

<TABLE>
<CAPTION>


                                                                                        Year ended December 31,
                                                                   ----------------------------------------------------------------
                                                                   1996           1995           1994           1993           1992
                                                                   ----           ----           ----           ----           ----
<S>                         <C>                                <C>            <C>            <C>            <C>            <C>     
Net asset value, beginning of period ....................         $8.19          $7.60          $8.32          $8.26          $8.45
Income from investment operations:
   Net investment income ................................          0.53           0.58           0.55           0.59           0.61
   Net realized and unrealized gain (loss) on investments         (0.08)          0.59          (0.72)          0.06          (0.19)
                                                                   ----           ----           ----           ----           ----
Total income (loss) from investment operations ..........          0.45           1.17          (0.17)          0.65           0.42
Less distributions:
   Distributions from net investment income .............         (0.52)         (0.58)         (0.55)         (0.59)         (0.61)
                                                                   ----           ----           ----           ----           ----
Net asset value, end of period ..........................         $8.12          $8.19          $7.60          $8.32          $8.26
                                                                   ----           ----           ----           ----           ----
Total return ............................................         5.71%         15.91%         (2.07%)         8.06%          5.19%
Ratio to average net assets:
   Expenses .............................................         1.05%          1.01%          0.98%          1.02%          1.01%
   Net investment income ................................         6.56%          7.10%          6.90%          6.96%          7.31%
Portfolio turnover ......................................       128.76%         30.69%         37.15%         52.34%        180.11%
Net assets at end of period (000's omitted) .............      $133,777       $130,681       $132,108       $149,961       $132,048

</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, 1996, the related  statement of operations for the
year then ended,  the  statements of changes in net assets for each of the years
in the two-year period then ended, and the financial  highlights for each of the
years in the  five-year  period  then  ended.  These  financial  statements  and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

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

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





                                                           KPMG Peat Marwick LLP

New York, New York
February 14, 1997




                                       7
<PAGE>


- --------------------------------------------------------------------------------
                                   LEXINGTON
- --------------------------------------------------------------------------------


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

                           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.
- --------------------------------------------------------------------------------

                                  ANNUAL REPORT
                                DECEMBER 31, 1996
                               The Lexington Group
                                   of NO LOAD
                              Investment Companies
- --------------------------------------------------------------------------------



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 o Account Balances o Exchanges o
             Last Transactions o Total Return o 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.





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