LEXINGTON CONVERTIBLE SECURITIES FUND
N-30D, 1998-08-26
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DEAR SHAREHOLDERS:
- --------------------------------------------------------------------------------
The Lexington  Convertible  Securities  Fund has continued to participate in the
financial  markets'  gains.  Listed  below  are some  comparative  total  return
performance measurements for the periods ended June 30, 1998:

<TABLE>
<S>                                           <C>          <C>
                                              6 Months     12 Months
                                              ---------    ---------
   Lexington Convertible Securities Fund      + 5.37%*     +13.81%*
   Unmanaged Standard & Poors 500 Stock       +17.61%      +30.05%
    Price Index
   Unmanaged Russell 2000 Stock Index         + 4.91%      +16.49%
   Unmanaged Lehman Gov./Corp. Bond Index     + 4.17%      +11.29%
</TABLE>

Remarkably,  the major trends of the last several years remain in place. Most of
the money  inflows  into the market  continue to end up being  placed in a short
list of very large, capitalized, multi-national companies that continue to drive
the performance of the unmanaged S&P 500 Index.  This stock  performance has far
exceeded the  underlying  earnings  growth of the Index  creating many extremely
overvalued situations.

Concurrently,  there has been relative neglect of many of the medium and smaller
capitalized  stocks  represented by the Russell 2000 Index.  We are finding many
highly attractive,  undervalued growth companies whose earnings growth in recent
years has far exceeded their stock performance.

Given  the fact  that the  economy  continues  to have a  benign  inflation  and
monetary  environment,  the overall  risks to the stock and bond markets  remain
contained.  The trend of unmanaged S&P 500 Index  earnings  growth  continues to
recede,   and  more  earnings   disappointments   are  occurring  in  the  huge,
multi-national companies.

It can only be a matter of time before the imbalances in valuation are corrected
between the overvalued,  large companies in the unmanaged S&P 500 Index, and the
many undervalued companies in the unmanaged Russell 2000 Index.

Just as important  would be a shift in investor's  emphasis  towards  allocating
portfolios to undervalued  companies that have a unique and strategic  advantage
giving  them  superior  growth  potential  and whose  earnings  grow  relatively
independent of the economy  overall.  These  companies often have one or more of
the following characteristics:

  1. Pricing  control that often is indicative  of a dominant  market share
  2. A recurring  revenue  stream
  3. A sustainable  rapidly  growing market for their products or  services that
     is not overly dependent on the growth of the general economy.

It is these types of high quality niche growth companies that we are emphasizing
in the Fund's portfolio.


                                               Sincerely,

                     [GRAPHIC OMITTED]         [GRAPHIC OMITTED]
                     Robert M. DeMichele       Richard B. Russell
                     Chairman of the Board     President and Portfolio Manager
                     August, 1998              August, 1998

*  13.81%,  10.64%  and  10.70% are the one,  five and ten year  average  annual
   standard  total  returns,  respectively,  for the period ended June 30, 1998.
   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 and is not predictive
   of future results.


                                       1


<PAGE>


LEXINGTON CONVERTIBLE SECURITIES FUND
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
June 30, 1998 (unaudited)


PRINCIPAL                                                     VALUE
 AMOUNT                  SECURITY DESCRIPTION                (NOTE 1)
- -----------------------------------------------------------------------
              CONVERTIBLE BONDS: 46.5%
              Business Services: 4.3%
  $500,000    Metamor Worldwide, Inc.,
               2.94%, due 08/15/2004 ....................    $  488,750
                                                             ----------
              Computer Software & Services: 11.1%
   875,000    Automatic Data Processing Services, Inc.,
               0.00%*, due 02/20/2012  ..................       823,979
   420,000    National Data Corporation,
               5.00%, due 11/01/2003 ....................       433,125
                                                             ----------
                                                              1,257,104
                                                             ----------
              Diversified Company: 4.0%
   420,000    Thermo Electron Corporation,
               4.25%, due 01/01/2003 ....................       449,400
                                                             ----------
              Medical Services: 3.0%
   410,000    Phycor, Inc., 4.50%, due 02/15/2003  ......       342,862
                                                             ----------
              Pharmacueticals: 4.3%
   420,000    Elan Plc, 4.75%, due 11/15/2004   .........       490,350
                                                             ----------
              Precision Instruments: 3.5%
   400,000    Thermo Instrument Systems, Inc.,
               4.50%, due 10/15/2003 ....................       401,000
                                                             ----------
              Retail Stores (Special line): 7.3%
   450,000    Home Depot, Inc.,
               3.25%, due 10/01/2001 ....................       829,125
                                                             ----------
              Semiconductor: 9.0%
   450,000    Analog Devices, Inc.,
               3.50%, due 12/01/2000 ....................       576,000
   390,000    Level One Communications, Inc.,
               4.00%, due 09/01/2004 ....................       450,450
                                                             ----------
                                                              1,026,450
                                                             ----------
              TOTAL CONVERTIBLE BONDS
              (cost $4,415,290)  ........................    $5,285,041
                                                             ----------
NUMBER OF
SHARES OR
PRINCIPAL                                                              VALUE
 AMOUNT                       SECURITY DESCRIPTION                   (NOTE 1)
- --------------------------------------------------------------------------------
               CONVERTIBLE PREFERRED STOCKS: 7.8%
               Telecommunication Equipment
      6,500    Loral Space and Commincations, Inc.   ............    $   495,625
      8,000    Qualcomm, Inc.   .................................        386,000
                                                                     -----------
               TOTAL CONVERTIBLE PREFERRED STOCKS
                (cost $873,265) .................................        881,625
                                                                     -----------
               COMMON STOCKS: 32.5%
               Computer Software & Services: 12.7%
     16,852    Sterling Commerce, Inc.   ........................        817,322
     21,164    Sterling Software, Inc.   ........................        625,661
                                                                     -----------
                                                                       1,442,983
                                                                     -----------
               Manufactured Housing: 19.8%
     58,590    Clayton Homes, Inc. ..............................      1,113,210
     37,994    Oakwood Homes Corporation ........................      1,139,820
                                                                     -----------
                                                                       2,253,030
                                                                     -----------
               TOTAL COMMON STOCKS
               (cost $628,380)  .................................      3,696,013
                                                                     -----------
               TOTAL LONG-TERM INVESTMENTS  .....................      9,862,679
                                                                     -----------
               SHORT-TERM INVESTMENTS: 13.0%
               U.S. Government Obligations
 $  500,000    U.S. Treasury Bill,
                5.17%, due 11/12/98 .............................        490,615
  1,000,000    U.S. Treasury Bill,
                5.16%, due 11/19/98 .............................        980,290
                                                                     -----------
               TOTAL SHORT-TERM INVESTMENTS
                (cost $1,470,617)   .............................      1,470,905
                                                                     -----------
               TOTAL INVESTMENTS: 99.8%
                (cost $7,387,552\^) (Note 1) ....................     11,333,584
               Other assets in excess of liabilities: 0.2%       .        17,782
                                                                     -----------
               TOTAL NET ASSETS: 100.0%
                (equivalent to $15.89 per share
                 on 714,515 shares outstanding) .................    $11,351,366
                                                                     ===========

* Zero Coupon Bond.
+ Aggregate cost for Federal income tax purposes is identical.


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

                                       2

<PAGE>


LEXINGTON CONVERTIBLE SECURITIES FUND
STATEMENT OF ASSETS AND LIABILITIES
June 30, 1998 (unaudited)




<TABLE>
<S>                                                                                  <C>
ASSETS
Investments, at value (cost $7,387,552) (Note1)  .................................    $11,333,584
Receivable for shares sold  ......................................................        141,000
Dividends and interest receivable ................................................         44,634
                                                                                      -----------
   Total Assets ..................................................................     11,519,218
                                                                                      -----------
LIABILITIES
Due to custodian bank ............................................................        103,412
Due to Lexington Management Corporation (Note 2) .................................          8,834
Accrued expenses   ...............................................................         55,606
                                                                                      -----------
   Total Liabilities  ............................................................        167,852
                                                                                      -----------
NET ASSETS (equivalent to $15.89 per share on 714,515 shares outstanding) (Note 4)    $11,351,366
                                                                                      ===========
NET ASSETS consist of:
Capital stock-authorized 1,000,000,000 shares, $.10 par value per share. .........    $    71,452
Paid-in capital ..................................................................      7,232,913
Undistributed net investment income  .............................................          4,286
Accumulated net realized gain on investments  ....................................         96,683
Unrealized appreciation on investments  ..........................................      3,946,032
                                                                                      -----------
   TOTAL NET ASSETS   ............................................................    $11,351,366
                                                                                      ===========
</TABLE>

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

                                       3


<PAGE>


LEXINGTON CONVERTIBLE SECURITIES FUND
STATEMENT OF OPERATIONS
Six months ended June 30, 1998 (unaudited)


INVESTMENT INCOME
   Dividends  ...........................    $ 19,478
   Interest   ...........................     105,134
                                             --------
    Total investment income  ............                 $124,612
Expenses
   Investment advisory fee
    (Note 2)  ...........................      54,828
   Printing and mailing expenses   ......      10,085
   Distribution expenses (Note 3)  ......      12,739
   Registration fees   ..................       8,145
   Transfer agent and shareholder
    servicing expenses (Note 2) .........      10,227
   Accounting expenses (Note 2) .........       7,240
   Professional fees   ..................       5,702
   Directors' fees and expenses .........       6,426
   Computer processing fees  ............       2,896
   Custodian expenses  ..................         815
   Other expenses   .....................       2,986
                                             --------
    Total expenses  .....................                  122,089
                                                          --------
     Net investment income   ............                    2,523

REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS (NOTE 5)
   Net realized gain on
    investments  ........................                   76,535
   Net change in unrealized
    appreciation on
    investments  ........................                  482,402
                                                          --------
    Net realized and unrealized
     gain  ..............................                  558,937
                                                          --------
INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS  .....................                 $561,460
                                                          ========


LEXINGTON CONVERTIBLE SECURITIES FUND
STATEMENT OF CHANGES IN NET ASSETS


                                             Six months
                                               ended            Year
                                             June 30,          ended
                                               1998         December 31,
                                            (unaudited)         1997
                                           -------------   ---------------
Net investment income ..................    $     2,523     $     80,157
Net realized gain from security
   transactions ........................         76,535          199,193
Net change in unrealized
   appreciation of investments .........        482,402          914,284
                                            -----------     ------------
  Increase in net assets
     resulting from operations .........        561,460        1,193,634
Distributions to shareholders from
   net investment income ...............             --          (76,039)
Distributions to shareholders from
   net realized gains on security
   transactions ........................             --         (177,060)
Increase (decrease) from capital
   share transactions (Note 4) .........        444,716       (1,803,790)
                                            -----------     ------------
  Net increase (decrease)
     in net assets .....................      1,006,176         (863,255)

NET ASSETS
   Beginning of period   ...............     10,345,190       11,208,445
                                            -----------     ------------
 End of period (including
    undistributed net investment
     income of $4,286 and $1,763,
     1998 and 1997, respectively) .......   $11,351,366     $ 10,345,190
                                            ===========     ============

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

                                       4



<PAGE>


LEXINGTON CONVERTIBLE SECURITIES FUND
NOTES TO FINANCIAL STATEMENTS
June 30, 1998 (unaudited) and December 31, 1997

1. SIGNIFICANT ACCOUNTING POLICIES
Lexington  Convertible  Securities Fund (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 total return which it seeks
to achieve by providing capital appreciation, current income and conservation of
the shareholder's  capital. The following is a summary of significant accounting
policies followed by the Fund in the preparation of its financial statements:

     INVESTMENTS  As authorized by the  Trustees,  securities  are valued on the
basis of valuations  furnished by a pricing service which determines  valuations
based upon market  transactions for normal  institutional-size  trading units of
such securities.  Debt securities are valued at the mean between the current bid
and asked prices. Equity securities listed on a national securities exchange are
valued at the last reported sales price;  if no sales price is reported for that
day the mean between the current bid and asked prices is used. Securities traded
on the  over-the-counter  market are valued at the mean between the last current
bid and asked prices. Short-term securities having a maturity of 60 days or less
are stated at amortized cost, which  approximates  market value.  Securities for
which market  quotations  are not readily  available  and other  securities  are
valued by Fund  management in good faith under the direction of the Fund's Board
of Trustees.

Securities  transactions  are accounted for on the trade date.  The Fund records
interest  income on the accrual basis. In computing net investment  income,  the
Fund  amortizes  premiums  and does not accrue  discounts on  convertible  fixed
income  securities  in the  portfolio.  Dividend  income  and  distributions  to
shareholders are recorded on the ex-dividend 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 is required.

     DISTRIBUTIONS  Dividends from net investment  income are normally  declared
and paid  quarterly 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
accepted accounting  principles.  At December 31, 1997,  reclassifications  were
made to the Fund's capital accounts to reflect  permanent  book/tax  differences
and income and gains available for  distribution  under income tax  regulations.
Net  investment  income,  net realized gains and net assets were not affected by
this change.

     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 and
disclosure of  contingent  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 1.00% of the Fund's  average  daily net assets.  In
connection with providing  investment advisory services,  LMC has entered into a
sub-advisory contract with the Fund's former adviser, Ariston Capital Management
Corporation


                                       5


<PAGE>


LEXINGTON CONVERTIBLE SECURITIES FUND
NOTES TO FINANCIAL STATEMENTS
June 30, 1998 (unaudited) and December 31, 1997 (continued)

2. INVESTMENT  ADVISORY FEE AND OTHER  TRANSACTIONS  WITH AFFILIATE  (CONTINUED)
("Ariston"),  under which Ariston  provides the Fund with investment  management
services.  Pursuant to the terms of the  sub-advisory  contract  between LMC and
Ariston, LMC pays Ariston a monthly sub-advisory fee at the annual rate of 0.75%
of the Fund's  average daily net assets up to $7 million and 0.50% of the Fund's
average  daily net assets in excess of $7 million.  For 1998,  LMC has agreed to
voluntarily limit the total expenses of the Fund (including management fees, but
excluding interest,  taxes, brokerage commissions and extraordinary expenses) to
an annual rate of 2.50% of the Fund's average daily net assets. No reimbursement
was required for the six months ended June 30, 1998.

The  Fund  reimburses  LMC  for  certain  expenses,   including  accounting  and
shareholder  servicing  costs of $7,240 which are incurred by the Fund, but paid
by LMC.


3. DISTRIBUTION PLAN
The Fund has a Distribution  Plan (the "Plan") which allows  payments to finance
activities  associated  with the  distribution  of the Fund's  shares.  The Plan
provides  that the  Fund may pay  distribution  fees on a  reimbursement  basis,
including  payments to Lexington Funds  Distributor,  Inc.  ("LFD"),  the Fund's
distributor,  in amounts  not  exceeding  0.25% per annum of the Fund's  average
daily net assets. Total distribution  expenses for the six months ended June 30,
1998 were $12,739 and are set forth in the statement of operations.


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




<TABLE>
<CAPTION>
                                                            Six months ended
                                                             June 30, 1998                       Year ended
                                                              (unaudited)                     December 31, 1997
                                                       --------------------------         -------------------------
                                                        Shares          Amount            Shares          Amount
                                                       -------       ------------         ------       ------------
<S>                                                  <C>            <C>               <C>             <C>
Shares sold   ....................................     102,999       $  1,645,682         77,731       $  1,138,145
Shares issued on reinvestment of dividends  ......           -                  -         16,820            247,886
                                                       -------       ------------         ------       ------------
                                                       102,999          1,645,682         94,551          1,386,031
Shares redeemed  .................................     (74,608)        (1,200,966)      (229,087)        (3,189,821)
                                                       -------       ------------       --------       ------------
Net increase (decrease)   ........................      28,391       $    444,716       (134,536)      $ (1,803,790)
                                                       =======       ============       ========       ============
</TABLE>

5.  PURCHASES AND SALES OF INVESTMENT SECURITIES
The cost of purchases and proceeds  from sales of securities  for the six months
ended June 30,  1998,  excluding  short-term  securities,  were  $1,831,208  and
$1,686,483, respectively.

At June 30,1998, the aggregate gross unrealized  appreciation for all securities
in which there is an excess of value over tax cost  amounted to  $4,111,939  and
aggregate gross unrealized  depreciation for all securities in which there is an
excess of tax cost over value amounted to $165,907.


                                       6


<PAGE>


LEXINGTON CONVERTIBLE SECURITIES FUND
FINANCIAL HIGHLIGHTS

Selected per share data for a share outstanding throughout the period:



<TABLE>
<CAPTION>
                                                      Six months
                                                        ended
                                                       June 30,                      Year ended December 31,
                                                         1998        -----------------------------------------------------
                                                      (unaudited)        1997          1996         1995          1994
                                                      ---------       ---------     --------      --------      --------
<S>                                                  <C>             <C>           <C>           <C>           <C>
Net asset value, beginning of period  ............    $   15.08       $  13.66      $  13.66      $  11.84      $  14.10
                                                      ---------       --------      --------      --------      --------
Income from investment operations:
 Net investment income ...........................         0.01           0.11          0.11          0.15          0.08
 Net realized and unrealized gain on
  investments ....................................         0.80           1.68          0.55          2.04          0.10
                                                      ---------       --------      --------      --------      --------
Total income from investment operations  .........         0.81           1.79          0.66          2.19          0.18
                                                      ---------       --------      --------      --------      --------
Less distributions: ..............................
 Distributions from net investment income   ......          --         (  0.11)      (  0.11)       ( 0.15)       ( 0.07)
 Distributions in excess of net investment
  income (temporary book-tax difference) .........          --              --            --            --        ( 0.05)
 Distributions from net realized gains   .........          --           (0.26)        (0.55)        (0.22)        (2.32)
                                                      ---------       --------      --------      --------      --------
Total distributions ..............................          --           (0.37)        (0.66)        (0.37)        (2.44)
                                                      ---------       --------      --------      --------      --------
Net asset value, end of period  ..................    $   15.89       $  15.08      $  13.66      $  13.66      $  11.84
                                                      =========       ========      ========      ========      ========
Total return  ....................................       11.13%*        13.16%         4.89%        18.63%         1.30%
Ratio to average net assets:
 Expenses, before reimbursement or waivers  ......        2.23%*         2.38%         2.39%         2.52%         2.81%
 Expenses, net of reimbursement or waivers  ......        2.23%*         2.38%         2.39%         2.52%         2.75%
 Net investment income, before reimbursement
  or waivers  ....................................        0.05%*         0.79%         0.77%         1.24%         0.50%
 Net investment income ...........................        0.05%*         0.79%         0.77%         1.24%         0.56%
Portfolio turnover rate   ........................       34.88%*        30.47%        18.45%        11.23%        38.14%
Average commissions paid on equity
 security transactions**  ........................    $    0.03       $   0.04      $   0.04           --             --
Net assets, end of period (000's omitted)   ......    $  11,351       $ 10,345      $ 11,208      $ 11,641      $  8,117
</TABLE>

*  Annualized.
** In accordance with recent SEC disclosure guidelines,  the average commissions
   are calculated for the period beginning with December 1996, but not for prior
   periods.


                                       7


<PAGE>


LEXINGTON
CONVERTIBLE SECURITIES FUND

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

SUB-ADVISER
- --------------------------------------------------------------------------------
ARISTON CAPITAL MANAGEMENT CORPORATION
40  Lake  Bellevue  Drive--Suite  220
Bellevue, Washington 98005

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 Convertible  Securities Fund 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.

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

                                    LEXINGTON
                                   CONVERTIBLE
                                   SECURITIES
                                      FUND
                                -----------------

                              The Fund's investment
                           objective is total return,
                            which it seeks to achieve
                          by providing current income,
                            capital appreciation and
                            conservation of capital.

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

                               SEMI-ANNUAL REPORT
                                  JUNE 30, 1998
                             The Lexington Group of
                                     NO LOAD
                              Investment Companies




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