LEXINGTON NATURAL RESOURCES TRUST
497, 1996-05-09
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                                                                      PROSPECTUS
                                                                  April 29, 1996

                       Lexington Natural Resources Trust

                     P.O. Box 1515 / Park 80 West Plaza Two
                         Saddle Brook, New Jersey 07663
                                  201-845-7300
- --------------------------------------------------------------------------------

    Lexington  Natural  Resources  Trust  (the  "Fund"),  is a no load  open-end
non-diversified  management  investment company. The Fund's investment objective
is to seek long-term  growth of capital through  investment  primarily in common
stocks of  companies  which own, or develop  natural  resources  and other basic
commodities, or supply goods and services to such companies. Current income will
not be a factor.  Total return will consist  primarily of capital  appreciation.
For a description of the types of securities in which the Fund will invest,  see
"Investment Objectives and Policies" on page 3.

    Shares of the Fund may be  purchased  only by  insurance  companies  for the
purpose of funding  variable  annuity  contracts  and  variable  life  insurance
policies.

    This  Prospectus  concisely sets forth  information  about the Fund that you
should  know  before  investing.  It  should  be read and  retained  for  future
reference.

    A Statement of Additional Information ("SAI") dated April 29, 1996, has been
filed with the Securities and Exchange  Commission and is incorporated herein by
reference.  The SAI further discusses certain areas in this Prospectus and other
matters which may be of interest to some  investors.  For a free copy,  call the
telephone number above or write to the address listed above.

    Lexington  Management   Corporation  (the  "Investment   Adviser")  is   the
Investment  Adviser  of  the  Fund.  Lexington  Funds  Distributor,   Inc.  (the
"Distributor") is the Distributor of shares of the Fund. Market Systems Research
Advisors, Inc. (the "Sub-Adviser") is the Sub-Adviser to the Fund.

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

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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


<PAGE>
                              FINANCIAL HIGHLIGHTS

    The  following  Per Share and Capital  Changes  Information  for each of the
years in the five year period  ended  December 31, 1995 has been audited by KPMG
Peat Marwick LLP,  Independent  Auditors,  whose report  thereon  appears in the
Statement  of  Additional  Information.  This  information  should  be  read  in
conjunction with the financial  statements and related notes thereto included in
the  Statement  of  Additional  Information.  The Fund's  annual  report,  which
contains  additional  performance  information,  is  available  upon request and
without charge.

<TABLE>
<CAPTION>

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

                                                                                              Period from
                                                                                            August 1, 1989
                                                                                           (Commencement of
                                                        Year Ended December 31,             Operations) to
                                         --------------------------------------------------- December 31,
                                           1995     1994     1993    1992     1991     1990      1989
                                           ----     ----     ----    ----     ----     ----      ----   
<S>                                      <C>       <C>      <C>      <C>     <C>      <C>       <C>   
Net asset value, beginning of
  period .........................       $ 9.71    $10.30   $ 9.30   $9.01   $9.50    $11.49    $10.00

Income (loss) from investment
  operations:
  Net investment income (loss) ...         0.06      0.04      -       -      0.02     (0.01)     0.01

Net realized and unrealized gain
  (loss) on investments ..........         1.58     (0.59)    1.01    0.29   (0.49)    (1.70)     1.48

Total income (loss) from
  investment operations ..........         1.64     (0.55)    1.01    0.29   (0.47)    (1.71)     1.49

Less distributions:
  Dividends from net
    investment income ............        (0.05)    (0.04)   (0.01)    -     (0.02)       -        -

Dividends from capital gains .....          -         -        -       -       -        (0.28)     -

Net asset value, end of period ...       $11.30    $ 9.71   $10.30   $9.30   $9.01     $ 9.50   $11.49

Total return .....................        16.87%    (5.38%)  10.90%   3.22%  (4.95%)   (14.85%)  40.98%*

Ratio to average net assets:
Expenses, before
  reimbursement ..................         1.47%     1.55%    2.26%   2.31%   2.97%      4.55%   19.76%*

Expenses, net of reimbursement ...         1.47%     1.55%    2.26%   2.31%   1.60%      1.54%    0.39%*

Net investment income (loss),
  before reimbursement ...........         0.56%     0.49%    0.08%   0.02%  (1.10%)    (3.06%) (19.16%)*

Net investment income (loss) .....         0.56%     0.49%    0.08%   0.02%   0.27%     (0.05%)   0.22%*

Portfolio turnover ...............       149.18%    87.40%  114.44%  65.50% 100.94%     50.43%    0.00%*

Net assets, end of period (000's
  omitted) .......................       $16,955   $13,627  $5,325   $1,926  $1,393      $ 916    $ 280
<FN>
- -----------
*Annualized
</FN>
</TABLE>


                                       2
<PAGE>

                             DESCRIPTION OF THE FUND

    Lexington  Natural  Resources  Trust is a no-load  open-end  non-diversified
management  investment  company  organized as a business trust under the laws of
Massachusetts.  The Fund is  intended to be the  funding  vehicle  for  variable
annuity  contracts  and variable  life  insurance  policies to be offered by the
separate accounts of certain life insurance companies  ("participating insurance
companies").  The Fund  currently  does not  foresee  any  disadvantages  to the
holders of variable  annuity  contracts  and variable  life  insurance  policies
arising from the fact that the  interests of the holders of such  contracts  and
policies may differ. Nevertheless,  the Fund's Trustees intend to monitor events
in order to identify any material  irreconcilable  conflicts  which may possibly
arise and to determine what action, if any, should be taken in response thereto.
If a conflict  were to occur,  an insurance  company  separate  account might be
required to withdraw its investments in the Fund and the Fund might be forced to
sell securities at  disadvantageous  prices.  The variable annuity contracts and
variable  life  insurance  policies are  described in the separate  prospectuses
issued  by  the  Participating   Insurance   Companies.   The  Fund  assumes  no
responsibility for such prospectuses.

    Individual  variable  annuity  contract  holders and variable life insurance
policy holders are not  "shareholders" of the Fund. The Participating  Insurance
Companies  and  their  separate  accounts  are the  shareholders  or  investors,
although such companies may pass through voting rights to their variable annuity
contract or variable life insurance  policy.  Shares of the Fund are not offered
directly to the general public.

                       INVESTMENT OBJECTIVES AND POLICIES

    The  Fund's  investment  objective  is to seek  long-term  growth of capital
through  investment  primarily in common stocks of companies that own or develop
natural resources and other basic  commodities,  or supply goods and services to
such companies.  Current income will not be a factor.  Total return will consist
primarily of capital appreciation.

    Management  attempts  to achieve  the  investment  objective  of the Fund by
seeking  to  identify  securities  of  companies  that,  in  its  opinion,   are
undervalued relative to the value of natural resource holdings of such companies
in light of current and anticipated  economic or financial  conditions.  Natural
resource  assets are materials  derived from natural sources which have economic
value.  The Fund will consider a company to have  substantial  natural  resource
assets when, in management's  opinion,  the company's holdings of the assets are
of such magnitude,  when compared to the  capitalization,  revenues or operating
profits of the company,  that  changes in the economic  value of the assets will
affect the market price of the equity securities of such company.  Generally,  a
company  has  substantial  natural  resource  assets  when at  least  50% of the
non-current assets,  capitalization,  gross revenues or operating profits of the
company in the most  recent or current  fiscal  year are  involved  in or result
from, directly or indirectly through subsidiaries,  exploring, mining, refining,
processing,  fabricating, dealing in or owning natural resource assets. Examples
of natural resource assets include:  companies that specialize in energy sources
(e.g., coal,  geothermal power, natural gas and oil),  environmental  technology
(e.g.,  pollution  control and waste recycling),  forest products,  agricultural
products,  chemical  products,  ferrous  and  non-ferrous  metals  (e.g.,  iron,
aluminum and copper),  strategic metals (e.g.,  uranium and titanium),  precious
metals (e.g., gold, silver and platinum), and other basic commodities.  The Fund
presently  does not  intend to invest  directly  in natural  resource  assets or
related  contracts.  The  Fund  may  invest  up to 25% of its  total  assets  in
securities principally traded in markets outside the United States.

    Management  of the Fund  believes  that,  based upon past  performance,  the
securities  of  specific  companies  that hold  different  types of  substantial
natural resource assets may move relatively  independently of one another during
different stages of inflationary  cycles due to different degrees of demand for,
or  market  values  of,  their  respective   natural  resource  holdings  during
particular  portions  of such  inflationary  cycles.  The  Fund's  fully-managed
investment  approach  enables it to switch its emphasis  among various  industry
groups depending upon management's outlook with respect to prevailing trends and
developments. The investment objective and policies of the Fund described in the
first two  paragraphs of this section are  fundamental  policies of the Fund and
may not be changed  without  the  approval  of the  holders of a majority of the
Fund's outstanding  voting securities,  as defined in the Investment Company Act
of 1940, as amended.

    Except for defensive or liquidity purposes, at least 65% of the total assets
of the Fund will be invested in  companies  with  substantial  natural  resource
assets.  The remaining assets to the extent not invested in the common stocks of
natural resource  

                                       3
<PAGE>

companies may be invested in companies other than the natural resource companies
and in debt securities of natural resource companies as well as other companies.
At any time management  deems it advisable for temporary  defensive or liquidity
purposes,  the  Fund may hold all its  assets  in cash or cash  equivalents  and
invest in, or hold unlimited  amounts of, debt  obligations of the United States
government or its political subdivisions, and money market instruments including
repurchase  agreements with maturities of seven days or less and Certificates of
Deposit.

    The Fund's investment portfolio may include repurchase agreements with banks
and dealers in U.S. Government  securities.  A repurchase agreement involves the
purchase by the Fund of an  investment  contract from a bank or a dealer in U.S.
Government  securities  which contract is secured by debt securities whose value
is equal to or greater than the value of the repurchase  agreement including the
agreed  upon  interest.   The  agreement  provides  that  the  institution  will
repurchase the underlying securities at an agreed upon time and price. The total
amount  received  on  repurchase  would  exceed  the  price  paid  by the  Fund,
reflecting  an agreed upon rate of interest  for the period from the date of the
repurchase  agreement to the  settlement  date,  and would not be related to the
interest rate on the underlying  securities.  The  difference  between the total
amount to be received upon the  repurchase of the  securities and the price paid
by the  Fund  upon  their  acquisition  is  accrued  daily as  interest.  If the
institution  defaults  on  the  repurchase  agreement,   the  Fund  will  retain
possession of the underlying securities.  In addition, if bankruptcy proceedings
are commenced  with respect to the seller,  realization on the collateral by the
Fund may be delayed or limited and the Fund may incur additional  costs. In such
case the Fund will be subject  to risks  associated  with  changes in the market
value of collateral securities.  The Fund intends to limit repurchase agreements
to  transactions  with  institutions  believed  by the  Investment  Adviser  and
Sub-Adviser to present minimal credit risk.

    Although the Fund's Board of Trustees present policy  prohibits  investments
in  speculative  securities  trading at extremely  low prices and in  relatively
illiquid  markets,  investments  in such  securities can be made when and if the
Board  determines  such  investments to be in the best interests of the Fund and
its shareholders. The policies set forth in this paragraph are subject to change
by the Board of  Trustees  of the Fund,  in its sole  discretion  (see  "Special
Considerations and Risks" and "Dividend, Distribution and Reinvestment Policy").

    The Fund anticipates that its annual portfolio  turnover rate will generally
not exceed 150%. A 100% turnover rate would occur if all of the Fund's portfolio
investments  were sold and either  repurchased or replaced within one year. High
turnover may result in increased  transaction  costs to the Fund;  however,  the
rate of turnover will not be a limiting  factor when the Fund deems it desirable
to purchase or sell  portfolio  investments.  For the fiscal year ended December
31, 1995, the portfolio turnover rate was 149.18%.

    Generally,   the  primary  consideration  in  placing  portfolio  securities
transactions with  broker-dealers  for execution is to obtain,  and maintain the
availability  of,  execution  at the best net  price  available  and in the most
effective manner possible. The Fund's brokerage allocation policy may permit the
Fund  to  pay  a  broker-dealer  which  furnishes  research  services  a  higher
commission than that which might be charged by another  broker-dealer which does
not  furnish  research  services,   provided  that  such  commission  is  deemed
reasonable  in  relation  to  the  value  of  the  services   provided  by  such
broker-dealer. For a complete discussion of portfolio transactions and brokerage
allocation,  see  "Portfolio  Transactions  and  Brokerage  Commissions"  in the
Statement of Additional Information.

                         SPECIAL CONSIDERATION AND RISKS

    Because the Fund will invest a  substantial  portion of its portfolio in the
securities  of  companies  with  natural  resources  assets,  the Fund should be
considered  as a vehicle for  diversification  and not as a balanced  investment
program.  In addition,  investments in foreign  securities may involve risks and
considerations not present in domestic investments.

    Investments in Foreign Securities

    A portion of the Fund's  security  investments  will be in the securities of
foreign  issuers.  Investments  in foreign  securities may involve risks greater
than those  attendant to  investments  in securities of U.S.  issuers.  Publicly
available  information  concerning  issuers  located outside the U.S. may not be
comparable  in scope  or  depth of  analysis  to that  generally  available  for
publicly held U.S. corporations. Accounting and auditing practices and financial
reporting  requirements vary significantly from country to country and generally
are not  comparable  to those  applicable  to publicly  held U.S.  corporations.
Government supervision and regulation of


                                       4
<PAGE>

foreign securities exchanges and markets, securities listed on such exchanges or
traded  in  such  markets  and  brokers,  dealers,  banks  and  other  financial
institutions  who trade the securities in which the Fund may invest is generally
less extensive  than in the U.S.,  and trading  customs and practices may differ
substantially  from those  prevailing  in the U.S. The Fund may trade in certain
foreign  securities  markets  which  are less  developed  than  comparable  U.S.
markets,  which may result in reduced  liquidity  of  securities  traded in such
markets.  Investments  in  foreign  securities  are  also  subject  to  currency
fluctuations.  For example,  when the Fund's  assets are  invested  primarily in
securities  denominated in foreign  currencies,  an investor can expect that the
Fund's net asset  value per share will tend to  increase  when the value of U.S.
dollars is decreasing as against such currencies.  Conversely, a tendency toward
decline in net asset  value can be  expected  when the value of U.S.  dollars is
increasing as against such currencies. Changes in net asset value per share as a
result  of  foreign  exchange  rate  fluctuations  will  be  determined  by  the
composition  of the  Fund's  portfolio  at any given  time.  Further,  it is not
possible  to  avoid  altogether  the  risks  of  expropriation,   burdensome  or
confiscatory  taxation,   moratoriums,   exchange  and  investment  controls  or
political  or  diplomatic   events  which  might  adversely  affect  the  Fund's
investments  in foreign  securities or restrict the Fund's ability to dispose of
such investments.

                             INVESTMENT RESTRICTIONS

    The Fund has adopted a number of  investment  restrictions  which may not be
changed  without  shareholder  approval.  These are set forth under  "Investment
Restrictions"  in  the  Statement  of  Additional  Information.  Some  of  these
restrictions provide that the Fund shall not:

    *Invest more than 5% of its total assets in the securities of any one issuer
with respect to 50% of its total assets (except  securities issued or guaranteed
by the U.S. Government, or its agencies and instrumentalities);

    *Purchase any securities if such purchase would cause the Fund to own at the
time of  purchase  more than 10% of the  outstanding  voting  securities  of one
issuer;

    *Borrow  money;  except  that the Fund may borrow from a bank as a temporary
measure  for  extraordinary  purposes  or to meet  redemptions  in  amounts  not
exceeding  10% (taken at market value) of its total assets and pledge its assets
to secure such borrowings.  The Fund may not purchase additional securities when
money borrowed exceeds 5% of the Fund's total assets;

    *Purchase any security restricted as to disposition under Federal securities
laws or securities that are not readily marketable or purchase any securities if
such a  purchase  would  cause  the  Fund to own at the  time of such  purchase,
illiquid-securities,   including  repurchase  agreements  with  an  agreed  upon
repurchase  date in excess of seven  days  from the date of  acquisition  by the
Fund,  having aggregate market value in excess of 10% of the value of the Fund's
total assets.

                             MANAGEMENT OF THE FUND

    The  business  affairs of the Fund are managed  under the  direction  of its
Board of  Trustees.  There  are  currently  seven  Trustees  (of  whom  four are
non-affiliated  persons)  who meet  four  times  each  year.  The  Statement  of
Additional  Information contains additional  information  regarding the Trustees
and officers of the Fund.

         INVESTMENT ADVISER, SUB-ADVISER, DISTRIBUTOR AND ADMINISTRATOR

    Lexington  Management  Corporation,  P.O.  Box  1515/Park 80 West Plaza Two,
Saddle Brook,  New Jersey 07663, is the investment  adviser to the Fund, and, as
such,  advises  and  makes  recommendations  to the  Fund  with  respect  to its
investments  and investment  policies.  Lexington Funds  Distributor,  Inc. is a
registered broker-dealer and is the distributor of shares of the Fund.

    The Investment Adviser has entered into a sub-advisory  management  contract
with Market Systems Research Advisors,  Inc., 80 Maiden Lane, New York, New York
10038, a registered investment adviser, under which the Sub-Adviser will provide
the Fund with certain  investment  management and administrative  services.  The
Sub-Adviser serves as investment adviser to private and institutional accounts.


                                       5
<PAGE>

    The Investment Adviser is paid an investment advisory fee at the annual rate
of 1.00% of the net  assets of the Fund  which is higher  than that paid by most
other  investment  companies.  This fee is  computed  on the basis of the Fund's
average  daily net assets and is payable on the last business day of each month.
For the year ended December 31, 1995, the Investment  Adviser received  $148,634
in investment advisory fees from the Fund and paid the Sub-Adviser $74,304.

    From time to time,  the  Investment  Adviser may pay  amounts  from its past
profits to  participating  insurance  companies or insurance  companies or other
financial institutions that provide administrative services for the Fund or that
provide to contract holders other services  relating to the Fund. These services
may include, among other things, sub-accounting services, answering inquiries of
contract holders regarding the Fund, transmitting,  on behalf of the Fund, proxy
statements,  annual  reports,  updated  prospectus and other  communications  to
contract holders regarding the Fund, and such other related services as the Fund
or a contract holder may request.  The Investment Adviser will not pay more than
0.25% of the average daily net assets of the Fund  represented  by shares of the
Fund  held in the  separate  account  of any  participating  insurance  company.
Payment of such  amounts by the  Investment  Adviser  will not increase the fees
paid by the Fund or its shareholders.

    The  Investment  Adviser  serves as investment  adviser to other  investment
companies and private  institutional  investment accounts.  Included among these
clients are persons and organizations  which own significant  amounts of capital
stock of the  Investment  Adviser's  parent.  The  clients  pay fees  which  the
Investment  Adviser considers  comparable to the fee levels for similarly served
clients.

    The Investment  Adviser also acts as  administrator to the Fund and performs
certain  administrative  and internal  accounting  services,  including  but not
limited  to,  maintaining  general  ledger  accounts,   regulatory   compliance,
preparation  of  financial   information  for  semiannual  and  annual  reports,
preparing  registration  statements,  calculating net asset values,  shareholder
communications  and  supervision of the  custodian,  transfer agent and provides
facilities for such services.  The Fund shall reimburse the Aministrator for its
actual cost in providing such services, facilities and expenses.

    The Investment Adviser and the Distributor are wholly-owned  subsidiaries of
Lexington  Global Asset Managers,  Inc., a Delaware  corporation with offices at
Park 80 West Plaza Two, Saddle Brook,  New Jersey 07663.  Lexington Global Asset
Managers, Inc., holds a controlling interest in the Sub-Adviser.  Descendants of
Lunsford Richardson,  Sr., their spouses, trusts and other related entities have
a majority  voting  control of  outstanding  shares of  Lexington  Global  Asset
Managers,  Inc.,  common stock. See "Investment  Adviser and Distributor" in the
Statement of Additional Information.

                               PORTFOLIO MANAGERS

    The Fund is managed  by an  investment  management  team.  Frank A.  Peluso,
Robert M. DeMichele and Robert W. Radsch are the lead managers.

    Frank  A.  Peluso  is a  Portfolio  Manager  of the  Fund.  He has 33  years
investment  experience.  Mr. Peluso is President and Chief Executive  Officer of
Market Systems Research  Advisors,  Inc. (MSR), the sub-adviser to the Fund. Mr.
Peluso  utilizes a proprietary  analytical  system to identify  securities  with
performance  potential  which he believes to be  exceptional.  In addition,  Mr.
Peluso's  proprietary  data is used by professional  money  managers,  insurance
companies, brokerage firms, banks, mutual fund companies and pension funds.

    Mr. Peluso is a graduate of Princeton University and has completed a year of
post-graduate study at Columbia University.

    Robert M.  DeMichele  is Chairman and Chief  Executive  Officer of Lexington
Management  Corporation.  He is also the  Chairman  of the  Investment  Strategy
Group. In addition,  he is President of Lexington  Global Asset Managers,  Inc.,
LMC's parent  company.  He holds  similar  offices in other  companies  owned by
Lexington Global Asset Managers, Inc., as well as, the Lexington Funds.

    Prior to joining LMC in 1981,  Mr.  DeMichele  was a Vice  President at A.G.
Becker,   Inc.  the  securities  division  of  Warburg,   Paribus,   Becker,  an
international  investment  banking firm.  From 1973 to 1981, Mr.  DeMichele held
several  positions,  the most recent managing A.G. Becker's Funds Evaluation and
Consulting Group for both the East and West coasts.

    Mr. DeMichele is a graduate of Union College with a B.A. Degree in Economics
and an M.B.A. in Finance from Cornell University.


                                       6
<PAGE>

    Robert W.  Radsch,  CFA,  is a  Portfolio  Manager of the Fund and is a Vice
President of Lexington  Management  Corporation.  Prior to joining  Lexington in
July, 1994, he was Senior Vice President,  Portfolio Manager and Chief Economist
for the Bull & Bear Group. He has extensive experience managing gold, silver and
platinum  on  an  international   basis,  having  managed  precious  metals  and
international funds for more than 13 years.

    Mr. Radsch is a graduate of Yale  University with a B.A. Degree and holds an
M.B.A. in Finance from Columbia University.

                        HOW TO PURCHASE AND REDEEM SHARES

    With the exception of shares held in connection  with initial capital of the
Fund,  shares  of the  Fund are  currently  available  for  purchase  solely  by
participating  insurance  companies for the purpose of funding  variable annuity
contracts and variable life insurance policies. Shares of the Fund are purchased
and redeemed at net asset value next  calculated  after a purchase or redemption
order is  received by the Fund in good  order.  There are no minimum  investment
requirements.  Payment for shares redeemed will be made as soon as possible, but
in any event  within  three  business  days  after the order for  redemption  is
received  by  the  Fund.  However,   payment  may  be  postponed  under  unusual
circumstances,  such as when normal  trading is not taking place on the New York
Stock Exchange.

                        DETERMINATION OF NET ASSET VALUE

   
    The net asset value of the shares of the Fund is  determined as of the close
of trading on each day the New York Stock  Exchange  is open,  by  dividing  the
value of the Fund's securities plus any cash and other assets (including accrued
dividends and interest) less all liabilities (including accrued expenses) by the
number of shares  outstanding,  the result being  adjusted to the nearest  whole
cent. A security  listed or traded on a recognized  stock  exchange is valued at
the last sale price  prior to the time when  assets are valued on the  principal
exchange on which the  security is traded.  If no sale is reported at that time,
the mean between the current bid and asked price will be used. However, when LMC
deems it  appropriate,  prices  obtained for the day of  valuation  from a third
party pricing  service will be used.  For  over-the-counter  securities the mean
between the bid and asked  prices is used.  All other  securities  for which the
over-the-counter  market quotations are readily available are valued at the mean
between  the last  current bid and asked  price.  Short-term  securities  having
maturity  of 60 days or less are  valued  at cost when it is  determined  by the
Fund's Board of Trustees  that  amortized  cost  reflects the fair value of such
securities. Securities for which market quotations are not readily available and
other  assets  shall be  valued  by Fund  management  in good  faith  under  the
direction of the Fund's Board of Trustees.
    

    Generally,  trading in foreign securities markets is substantially completed
each day at various times prior to the close of the New York Stock Exchange. The
values of foreign securities used in computing the net asset value of the shares
of the Fund are determined as of the earlier of such market close or the closing
time of the New York Stock Exchange (the "Exchange").  Foreign currency exchange
rates  are  also  generally  determined  prior  to the  close  of the  Exchange.
Occasionally,  events  affecting the value of such  securities and such exchange
rates may occur between the times at which they are  determined and the close of
the Exchange, which will not be reflected in the computation of net asset value.
If during such periods,  events occur which materially  affect the value of such
securities,  the  securities  will be  valued  at  their  fair  market  value as
determined by the investment adviser and approved in good faith by the Trustees.

    In order to  determine  net asset value per share,  the  aggregate  value of
portfolio  securities is added to the value of the Fund's other assets,  such as
cash and receivables;  the total of the assets thus obtained,  less liabilities,
is then divided by the number of shares outstanding.

                             PERFORMANCE CALCULATION

    Advertisements and communications  with shareholders and others may cite the
Fund's performance  calculated on a total return basis. All such  advertisements
and  communications  will portray the value of an assumed initial  investment of
$1,000  at the end of one,  five  and ten year  periods.  These  values  will be
calculated by multiplying  the  compounded  average annual total return for each
time period by the amount of the assumed initial investment and will reflect all
recurring charges against Fund income.

    Advertisements  and  communications  may compare the Fund's  performance  to
major market indices.  Quotations of historical total returns are not indicative
of future dividend  income or total return,  but are an indication of the return
to shareholders only for the


                                       7
<PAGE>

limited  historical  period  used.  The Fund's  total  return will depend on the
particular investments in its portfolio,  its total operating expenses and other
conditions. For further information, including the formula and an example of the
total return calculation, see the Statement of Additional Information.

                 DIVIDEND, DISTRIBUTION AND REINVESTMENT POLICY

    The Fund intends to declare or distribute a dividend from its net investment
income  and/or  net  capital  gain  income  to  shareholders  annually  or  more
frequently if necessary in order to comply with distribution requirements of the
Code to avoid the imposition of regular Federal income tax, and if applicable, a
4% excise tax.

    Any  dividends  and  distribution  payments  will be reinvested at net asset
value,  without sales charge,  in additional  full and fractional  shares of the
Fund.  Dividend and capital  gain  distributions  are  generally  not  currently
taxable to owners of variable contracts.

                                   TAX MATTERS

    The Fund. The Fund intends to qualify as a regulated  investment  company by
satisfying the  requirements  under Subchapter M of the Internal Revenue Code of
1986,  as  amended  (the  "Code"),  concerning  the  diversification  of assets,
distribution  of income,  and sources of income.  When the Fund  qualifies  as a
regulated  investment  company and all of its taxable  income is  distributed in
accordance with the timing  requirements  imposed by the Code, the Fund will not
be subject to federal  income tax.  If,  however,  for any taxable year the Fund
does not qualify as a regulated investment company,  then all of its income will
be  subject  to tax at  regular  corporate  rates  (without  any  deduction  for
distributions to the separate accounts of the Participating  Insurance Companies
(the "Accounts")),  and the receipt of such distributions will be taxable to the
extent that the Fund has current and accumulated earnings and profits.

    Fund distributions. Distributions by the Fund are taxable, if at all, to the
Accounts,  and  not to  variable  annuity  contract  holders  or  variable  life
insurance policy holders.  An Account will include  distributions in its taxable
income  in the  year  in  which  they  are  received  (whether  paid  in cash or
reinvested).

    Share redemptions.  Redemptions of the shares held by the Accounts generally
will not result in gain or loss for the  Accounts and will not result in gain or
loss for the variable annuity contract holders or variable life insurance policy
holders.

    Summary.  The foregoing  discussion of federal  income tax  consequences  is
based on tax laws and regulations in effect on the date of this Prospectus,  and
is subject to change by  legislative  or  administrative  action.  The foregoing
discussion  also assumes that the Accounts are the owners of the shares and that
the  policies or  contracts  qualify as life  insurance  policies or  annuities,
respectively, under the Code. If the foregoing requirements are not met then the
variable annuity contract holders or variable life insurance policy holders will
be treated as recognizing  income (from  distributions or otherwise)  related to
the  ownership  of  Fund  shares.  The  foregoing   discussion  is  for  general
information   only;  a  more   detailed   discussion   of  federal   income  tax
considerations is contained in the Statement of Additional Information. Variable
annuity  contract holders or variable life insurance policy holders must consult
the  prospectuses  of their  respective  contracts or policies  for  information
concerning  the federal  income tax  consequences  of owning such  contracts  or
policies.

                               GENERAL INFORMATION

    The Fund was organized as a Massachusetts  business trust on October 7, 1988
under the name  Lexington  Gold Trust.  At a meeting held on September 30, 1991,
the  shareholders  of the Fund  approved  a  change  in the  Fund's  fundamental
investment  objective and policies.  In connection with the change of investment
objective  and policies,  the Fund also changed its name to  "Lexington  Natural
Resources Trust." The capitalization of the Fund consists solely of an unlimited
number of shares of beneficial  interest,  no par value. When issued,  shares of
the Fund are fully paid, non-assessable and freely transferable.

    Unlike the  stockholder of a corporation,  shareholders  could under certain
circumstances  be held  personally  liable  for  the  obligations  of the  Fund.
However,  the  Declaration  of Trust  disclaims  liability of the  shareholders,
Trustees, or officers of the Fund for


                                       8
<PAGE>

acts or  obligations  of the Fund,  which are  binding  only on the  assets  and
property of the Fund. The Declaration of Trust provides for  indemnification out
of Fund  property for all loss and expense of any  shareholder  held  personally
liable for the  obligations  of the Fund.  The risk of a  shareholder  incurring
financial loss on account of shareholder  liability is limited to  circumstances
in which the Fund itself would be unable to meet its obligations and thus should
be considered remote.

    Voting Rights

    Shareholders of the Fund are given certain voting rights.  Each share of the
Fund will be given one vote,  unless a different  allocation of voting rights is
required under applicable law for a mutual fund that is an investment medium for
variable life insurance or annuity contracts.  Participating insurance companies
provide  variable  annuity Contract Holders and Participants the right to direct
the voting of Fund shares at shareholder meetings to the extent required by law.
See  the  Separate  Account  Prospectus  for  the  Variable  Contract  for  more
information regarding the pass-through of these voting rights.

    Massachusetts  business  trust law does not  require the Fund to hold annual
shareholder meetings,  although special meetings may be called for the Fund, for
purposes such as electing or removing Trustees, changing fundamental policies or
approving an investment  management  contract.  A shareholders'  meeting will be
held after the Fund begins  operations  for the purpose of electing  the initial
Board of Trustees.  In addition,  the Fund will be required to hold a meeting to
elect  Trustees  to fill any  existing  vacancies  on the Board if, at any time,
fewer than a majority of the Trustees have been elected by the  shareholders  of
the  Fund.  In  addition,  the  holders  of  not  less  than  two-thirds  of the
outstanding  shares or other  voting  interests  of the Fund may remove a person
serving as Trustee  either by  declaration in writing or at a meeting called for
such  purpose.  The  Trustees  are required to call a meeting for the purpose of
considering the removal of a person serving as trustee,  if requested in writing
to do so by the holders of not less than 10% of the outstanding  shares of other
voting  interests of the Fund.  The Fund is required to assist in  shareholders'
communications.  In accordance with current laws, an insurance company issuing a
variable life insurance or annuity  contract that  participates in the Fund will
request voting  instructions from Contract Holders and will vote shares or other
voting   interests  in  the  Separate   Account  in  proportion  to  the  voting
instructions received.

Counsel and Independent Auditors

    Kramer,  Levin,  Naftalis,  Nessen,  Kamin & Frankel  will  pass upon  legal
matters for the Fund in connection with the shares offered by this Prospectus.

    KPMG Peat Marwick LLP, New York,  New York has been selected as  independent
auditors for the Fund for the fiscal year ending December 31, 1996.

Custodians, Transfer Agent and Dividend Disbursing Agent

    Chase Manhattan Bank, N.A., 1211 Avenue of the Americas, New York, New York,
10036 has been retained to act as the Custodian for the Fund's  investments  and
assets.  In addition,  Chase  Manhattan Bank, N.A. may appoint foreign banks and
securities  depositories  to act as  sub-custodians  for  the  Fund's  portfolio
securities  subject to their  qualification as eligible foreign custodians under
the rules adopted by the SEC.  State Street Bank & Trust  Company,  225 Franklin
Street,  Boston,  Massachusetts  02110 has been  retained to act as the Transfer
Agent and Dividend  Disbursing Agent for the Fund. Neither Chase Manhattan Bank,
N.A. nor State Street Bank and Trust  Company have any part in  determining  the
investment policies of the Fund or in determining which portfolio securities are
to be  purchased  or sold by the Fund or in the  declaration  of  dividends  and
distributions.


                                       9
<PAGE>

(Left Column)

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

Sub-Adviser
- -----------------------------------------------------------------
MARKET SYSTEMS RESEARCH ADVISORS, INC.
80 Maiden Lane
New York, N.Y. 10038

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

Transfer Agent
- -----------------------------------------------------------------
STATE STREET BANK AND TRUST COMPANY
c/o National Financial Data Services
Lexington Funds
1004 Baltimore 
Kansas City, Missouri 64105



Table of Contents                                            Page
- -----------------------------------------------------------------
Financial Highlights .......................................... 2

Description of the Fund ....................................... 3

Investment Objectives and Policies ............................ 3

Special Considerations and Risks .............................. 4

Investment Restrictions ....................................... 5

Management of the Fund ........................................ 5

Investment Adviser, Sub-Adviser, Distributor and Administrator. 5

Portfolio Managers ............................................ 6

How to Purchase and Redeem Shares ............................. 7

Determination of Net Asset Value .............................. 7

Performance Calculation ....................................... 7

Dividend, Distribution and Reinvestment Policy ................ 8

Tax Matters ................................................... 8

General Information ........................................... 8



(Right Column)

                                -----------------
                                L E X I N G T O N
                                -----------------







                             ----------------------
                                    LEXINGTON
                                     NATURAL
                                    RESOURCES
                                      TRUST

                                  (filled box)

                           (filled box)International

                                diversification

                           (filled box)Free telephone

                               exchange privilege

                          (filled box)No sales charge

                         (filled box)No redemption fee

                                  (filled box)

                               The Lexington Group

                                       of

                                     No-Load

                              Investment Companies
                             ----------------------

                              P R O S P E C T U S

                                 APRIL 29, 1996
                                 ==============



<PAGE>

                        LEXINGTON NATURAL RESOURCES TRUST

                       STATEMENT OF ADDITIONAL INFORMATION

                                 April 29, 1996

    This Statement of Additional Information,  which is not a prospectus, should
be  read in  conjunction  with  the  current  prospectus  of  Lexington  Natural
Resources  Trust (the  "Fund"),  dated April 29, 1996, as it may be revised from
time to time.  To obtain a copy of the Fund's  prospectus  at no charge,  please
write to the Fund at P.O. Box 1515/Park 80 West - Plaza Two,  Saddle Brook,  New
Jersey 07663 or call the following number:

                                  201-845-7300

                                TABLE OF CONTENTS

                                                                            Page

General Information and History .............................................  2

Investment Objectives and Policies ..........................................  2

Investment Restrictions .....................................................  2

Investment Adviser, Sub-Adviser, Distributor and Administrator ..............  3

Portfolio Transactions and Brokerage Commissions ............................  4

Performance Calculation .....................................................  5

Dividend, Distribution and Reinvestment Policy ..............................  6

Tax Matters .................................................................  6

Custodians, Transfer Agent and Dividend Disbursing Agent ....................  6

Management of the Fund ......................................................  7

   
Other Information ...........................................................  9

Financial Statements ........................................................ 10
    




                                       1
<PAGE>

                         GENERAL INFORMATION AND HISTORY

    The Fund was formerly  named  "Lexington  Gold Trust".  At a meeting held on
September 30, 1991, the shareholders of the Fund approved a change in the Fund's
fundamental  investment objective and policies. In connection with the change of
investment objective and policies,  the Fund also changed its name to "Lexington
Natural Resources Trust."

                       INVESTMENT OBJECTIVES AND POLICIES

    The  Fund's  investment  objective  is to seek  long-term  growth of capital
through investment primarily in common stocks of companies which own, or develop
natural resources and other basic  commodities,  or supply goods and services to
such companies.  Current income will not be a factor.  Total return will consist
primarily of capital appreciation.

    Management  attempts  to achieve  the  investment  objective  of the Fund by
seeking  to  identify  securities  of  companies  that,  in  its  opinion,   are
undervalued relative to the value of natural resource holdings of such companies
in light of current and anticipated  economic or financial  conditions.  Natural
resource  assets are materials  derived from natural sources which have economic
value.  The Fund will consider a company to have  substantial  natural  resource
assets when, in management's  opinion,  the company's holdings of the assets are
of such magnitude,  when compared to the  capitalization,  revenues or operating
profits of the company,  that  changes in the economic  value of the assets will
affect the market price of the equity securities of such company.  Generally,  a
company  has  substantial  natural  resource  assets  when at  least  50% of the
non-current assets,  capitalization,  gross revenues or operating profits of the
company in the most  recent or current  fiscal  year are  involved  in or result
from, directly or indirectly through subsidiaries,  exploring, mining, refining,
processing,  fabricating, dealing in or owning natural resource assets. Examples
of natural resource assets include:  companies that specialize in energy sources
(e.g. coal,  geothermal power,  natural gas and oil),  environmental  technology
(e.g.  pollution  control and waste  recycling),  forest products,  agricultural
products,  chemical products, ferrous and nonferrous metals (e.g. iron, aluminum
and copper), strategic metals (e.g. uranium and titanium), precious metals (e.g.
gold, silver and platinum), and other basic commodities. The Fund presently does
not intend to invest directly in natural  resource assets or related  contracts.
The Fund may  invest up to 25% of its total  assets  in  securities  principally
traded in markets outside the United States.

    Management  of the Fund  believes  that,  based upon past  performance,  the
securities  of  specific  companies  that hold  different  types of  substantial
natural resource assets may move relatively  independently of one another during
different stages of inflationary  cycles due to different degrees of demand for,
or  market  values  of,  their  respective   natural  resource  holdings  during
particular  portions  of such  inflationary  cycles.  The Fund's  fully  managed
investment  approach  enables it to switch its emphasis  among various  industry
groups depending upon management's outlook with respect to prevailing trends and
developments. The investment objective and policies of the Fund described in the
first two  paragraphs of this section are  fundamental  policies of the Fund and
may not be changed  without  the  approval  of the  holders of a majority of the
Fund's outstanding  voting securities,  as defined in the Investment Company Act
of 1940, as amended.

                             INVESTMENT RESTRICTIONS

    The Fund's investment objective, as described under "Investment Policy," and
the following  investment  restrictions are matters of fundamental  policy which
may not be changed without the affirmative vote of the lesser of (a) 67% or more
of the shares of the Fund present at a shareholder's  meeting at which more than
50% of the  outstanding  shares are present or  represented by proxy or (b) more
than 50% of the outstanding  shares.  The Fund is a  non-diversified  management
investment company and

     1. with  respect  to  50% of its  assets,  the Fund will not at the time of
purchase  invest  more than 5% of its total  assets,  at  market  value,  in the
securities  of  one  issuer   (except  the   securities  of  the  United  States
Government);

     2. with respect to the other 50% of its assets, the Fund will not invest at
the time of purchase  more than 25% of the market  value of its total  assets in
any single issuer.

    These two restrictions,  hypothetically, could give rise to a portfolio with
as few as fourteen issues.

    In addition, the Fund will not:

     1. Purchase more than 10% of the voting  securities or more than 10% of any
class of  securities  of any  issuer.  (For this  purpose all  outstanding  debt
securities of an issuer are considered as one class, and all preferred stocks of
an issuer are considered as one class.)

     2. Purchase  any  security  restricted  as  to  disposition  under  Federal
Securities  laws or securities  that are not readily  marketable or purchase any
securities  if such a purchase  would  cause the Fund to own at the time of


                                       2
<PAGE>

such purchase,  illiquid  securities,  including  repurchase  agreements with an
agreed upon repurchase date in excess of seven days from the date of acquisition
by the Fund,  having aggregate market value in excess of 10% of the value of the
Fund's total assets.

     3. Make short sales of  securities  or purchase any  securities  on margin,
except  for such  short  term  credits as are  necessary  for the  clearance  of
transactions.

     4. Write,  purchase or sell puts, calls or combinations  thereof.  However,
the Fund may invest up to 15% of the value of its assets in warrants. The holder
of a warrant has the right to purchase a given  number of shares of a particular
company at a specified price until  expiration.  Such investments  generally can
provide  a  greater  potential  for  profit  - or loss - than  investment  of an
equivalent  amount in the underlying common stock. The prices of warrants do not
necessarily  move parallel to the prices of the  underlying  securities.  If the
holder does not sell the warrant,  he risks the loss of his entire investment if
the market price of the underlying  stock does not, before the expiration  date,
exceed the  exercise  price of the warrant plus the cost  thereof.  It should be
understood that investment in warrants is a speculative  activity.  Warrants pay
no  dividends  and  confer  no rights  (other  than the  right to  purchase  the
underlying stock) with respect to the assets of the corporation issuing them. In
addition,  the sale of warrants held more than one year  generally  results in a
long term capital gain or loss to the holder,  and the sale of warrants held for
less than such period  generally  results in a short term  capital gain or loss.
The holding period for securities  acquired upon exercise of warrants,  however,
begins on the day after the date of exercise, regardless of how long the warrant
was  held.  This  restriction  on the  purchase  of  warrants  does not apply to
warrants attached to, or otherwise included in, a unit with other securities.

     5. Invest in any  commodities or commodities  futures  contracts, including
futures contracts relating to gold.

     6.  Invest in real estate.

     7. Invest more than 5% of the value of its total  assets in  securities  of
issuers which, with their  predecessors,  have a record of less than three years
continuous operation.

     8.  Purchase  or retain the  securities  of any issuer if the  officers  or
Trustees  of the  Fund,  or its  Investment  Adviser,  or  Sub-Adviser  who  own
individually  more than 1/2 of 1% of the securities of such issuer  together own
more than 5% of the securities of such issuer.

     9. Lend  money or  securities,  provided  that the making of time or demand
deposits with domestic banks and the purchase of debt  securities such as bonds,
debentures,  commercial paper,  repurchase agreements and short term obligations
in accordance with the Fund's objective and policies, are not prohibited.

    10. Borrow money, except for temporary  emergency purposes,  and in no event
more than 5% of its net assets at value or cost,  whichever  is less;  or pledge
its gold or  portfolio  securities  or  receivables  or  transfer  or  assign or
otherwise  encumber  them in an amount  exceeding  10% of the value of its total
assets.

    11.  Underwrite securities issued by others.

    12. Purchase securities of other investment companies,  except in connection
with a merger, consolidation, reorganization or acquisition of assets.

    13.  Invest for the purpose of  exercising  control or management of another
company.

    14.  Participate  on a joint or a joint  and  several  basis in any  trading
account in securities.

    The  percentage  restrictions  referred to above are to be adhered to at the
time of  investment,  and are not  applicable to a later increase or decrease in
percentage  beyond the specified  limit resulting from a change in values or net
assets.

         INVESTMENT ADVISER, SUB-ADVISER, DISTRIBUTOR AND ADMINISTRATOR

    Lexington Management  Corporation ("LMC"),  P.O. Box 1515/Park 80 West Plaza
Two, Saddle Brook, New Jersey 07663, is the investment adviser to the Fund, and,
as such,  advises  and makes  recommendations  to the Fund with  respect  to its
investments and investment policies.

    LMC has entered into a sub-advisory  management contract with Market Systems
Research  Advisors,  Inc.  ("MSR"),  80 Maiden Lane, New York, New York 10038, a
registered  investment  advisor,  under which the MSR will provide the Fund with
certain investment management and administrative services.

    Under the terms of the investment  management  agreement,  LMC also pays the
Fund's expenses for office rent,  utilities,  telephone,  furniture and supplies
utilized for the Fund's principal office and the salaries and payroll expense of


                                       3
<PAGE>

officers and Trustees of the Fund who are employees of LMC or its  affiliates in
carrying out its duties under the investment management agreement. The Fund pays
all its other expenses,  including  custodian and transfer agent fees, legal and
registration fees, audit fees, printing of prospectuses, shareholder reports and
communications  required for regulatory purposes or for distribution to existing
shareholders, computation of net asset value, mailing of shareholder reports and
communications, portfolio brokerage, taxes and independent Trustees' fees.

    LMC shall  reimburse the Fund in any fiscal year for the amount by which the
Fund's aggregate expenses exceed the most restrictive  expense limits imposed by
any statute or regulatory  authority of any  jurisdiction in which shares of the
Fund are  offered for sale during  such year.  Brokerage  fees and  commissions,
taxes, interest and extraordinary  expenses are not deemed to be expenses of the
Fund for such reimbursement.

    LMC's services are provided and its investment advisory fee is paid pursuant
to an  investment  management  agreement,  dated  August  20,  1991  which  will
automatically  terminate if assigned and which may be terminated by either party
upon 60 days' notice. The terms of the agreement and any renewal thereof must be
approved annually by a majority

of the Fund's  Board of  Trustees,  including a majority of Trustees who are not
parties to the agreement or "interested  persons" of such parties,  as such term
is defined under the  Investment  Company Act of 1940, as amended.  For the year
ended December 31, 1995 LMC received  $148,634 in investment  advisory fees from
the Fund and paid MSR $74,304.

    LMC serves as investment  adviser to other investment  companies and private
and institutional investment accounts.  Included among these clients are persons
and  organizations  which own  significant  amounts  of  capital  stock of LMC's
parent.  These clients pay fees which LMC considers comparable to the fee levels
for similarly  served  clients.  LMC's accounts are managed  independently  with
reference to the applicable  investment objectives and current security holdings
but on  occasion  more than one fund or  counsel  account  may seek to engage in
transactions  in the same security at the same time. To the extent  practicable,
such  transactions  will be effected on a pro-rata  basis in  proportion  to the
respective  amounts  of  securities  to be bought  and sold for a fund,  and the
allocated  transactions  will be averaged as to price.  While this procedure may
adversely affect the price or volume of a given Fund  transaction,  LMC believes
that the  ability  of the  Fund to  participate  in  combined  transactions  may
generally produce better execution overall.

    MSR,  the   Sub-Adviser   serves  as  investment   adviser  to  private  and
institutional accounts.

    LMC also acts as  administrator  to the Fund  pursuant to an  Administration
Services  Agreement dated February 28, 1995 and performs certain  administrative
and internal  accounting  services,  including  but not limited to,  maintaining
general  ledger  accounts,  regulatory  compliance,   preparation  of  financial
information   for  semiannual  and  annual   reports,   preparing   registration
statements,   calculating  net  asset  values,  shareholder  communications  and
supervision  of the custodian,  transfer agent and provides  facilities for such
services.  The Fund shall  reimburse  LMC for its actual cost in providing  such
services, facilities and expenses.

    Lexington  Funds  Distributor,  Inc.  ("LFD") serves as distributor for Fund
shares under a distribution  agreement  which is subject to annual approval by a
majority of the Fund's Board of  Trustees,  including a majority of Trustees who
are not "interested persons."

    LMC and  LFD  are  wholly  owned  subsidiaries  of  Lexington  Global  Asset
Managers, Inc., a publicly traded corporation.  Lexington Global Asset Managers,
Inc., holds a controlling  interest in MSR.  Descendants of Lunsford Richardson,
Sr., their  spouses,  trusts and other related  entities have a majority  voting
control of outstanding shares of Lexington Global Asset Managers, Inc.,

    Of the Trustees,  officers or employees  ("affiliated persons") of the Fund,
Messrs. Corniotes,  DeMichele,  Faust, Hisey, Kantor, Lavery, Petruski and Mmes.
Carnicelli,  Carr,  Curcio,  Gilfillan and Mosca (see "Management of the Fund"),
may also be deemed  affiliates of LMC by virtue of being  officers,  trustees or
employees thereof.

                PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS

    As a general matter, purchases and sales of portfolio securities by the Fund
are  placed by LMC or MSR with  brokers  and  dealers  who in its  opinion  will
provide the Fund with the best  combination  of price  (inclusive  of  brokerage
commissions)  and  execution  for its  orders.  However,  pursuant to the Fund's
investment  management agreement,  management  consideration may be given in the
selection of  broker-dealers  to research  provided and payment may be made at a
fee higher  than that  charged by another  broker-dealer  which does not furnish
research  services or which furnishes  research  services deemed to be of lesser
value,  so long as the criteria of Section 28(e) of the Securities  Exchange Act
of 1934,  as amended are met.  Section  28(e) was adopted in 1975 and  specifies
that a person  with  investment  discretion  shall not be  "deemed to have acted
unlawfully or to have breached a fiduciary  duty" solely because such person has
caused the account to pay a higher  commission  than the lowest  available under
certain  circumstances,  provided  that  the  person  so  exercising  investment
discretion makes a good faith determination that the commissions


                                       4
<PAGE>

paid are  "reasonable  in relation to the value of the  brokerage  and  research
services provided . . . viewed in terms of either that particular transaction or
his  overall  responsibilities  with  respect  to the  accounts  as to  which he
exercises investment discretion."

    Currently,  it is not possible to determine the extent to which  commissions
that reflect an element of value for research services might exceed  commissions
that would be payable for execution  services alone. Nor generally can the value
of research services to the Fund be measured.  Research services furnished might
be  useful  and of  value to LMC or MSR and its  affiliates,  in  serving  other
clients as well as the Fund. On the other hand, any research  services  obtained
by LMC or MSR or its  affiliates  from the  placement of portfolio  brokerage of
other  clients  might be useful and of value to LMC or MSR in  carrying  out its
obligations to the Fund.

    As a general  matter,  it is the Fund's  policy to  execute in the U.S.  all
transactions  with respect to securities  traded in the U.S.  except when better
price and execution  can, in the judgment of management of the Fund, be obtained
elsewhere. Over-the-counter purchases and sales are normally made with principal
market makers,  except where, in the opinion of management,  the best executions
are available elsewhere.

    In addition,  the Fund may from time to time allocate brokerage  commissions
to firms which furnish  research and  statistical  information  to LMC or MSR or
which render to the Fund  services  which LMC or MSR is not required to provide.
The  supplementary  research supplied by such firms is useful in varying degrees
and is of  indeterminable  value.  No  formula  has  been  established  for  the
allocation of business to such brokers.  For the fiscal year ended  December 31,
1993,  the  portfolio  turnover  rate for the Fund was 114.44% and the Fund paid
$25,556 in brokerage  commissions.  For the fiscal year ended December 31, 1994,
the portfolio  turnover rate for the Fund was 87.40%,  and the Fund paid $66,168
in  brokerage  commissions.  For the fiscal  year ended  December  31,  1995 the
portfolio turnover rate for the fund was 149.18%,  and the fund paid $100,622 in
brokerage commissions.

    Advisory fees paid to LMC and expense reimbursements paid to the Fund are as
follows:

     Period           Advisory Fee      Sub Advisory Fee   Expense Reimbursement
     ------           ------------      ----------------   ---------------------

1/1/93 to 12/31/93       30,699              $15,350                 $0

1/1/94 to 12/31/94      107,760               53,880                  0

1/1/95 to 12/31/95      148,634               74,304                  0


                             PERFORMANCE CALCULATION

    For purposes of quoting and comparing the performance of the Fund to that of
other mutual funds and to other relevant market indices in  advertisements or in
reports to  shareholders,  rules  promulgated  by the  Securities  and  Exchange
Commission  ("SEC"), a fund's advertising  performance must include total return
quotations calculated according to the following formula:

   
     P(1 + T)n = ERV
    

Where: P = a hypothetical initial payment of $1,000,

       T = average annual total return,

       n = number of years (1, 5 or 10)

     ERV = ending redeemable value of a hypothetical $1,000 payment,
           made at the beginning of the 1, 5 or 10 year period, at the
           end of such period (or fractional portion thereof).

    Under the foregoing  formula,  the time periods used in advertising  will be
based on rolling calendar  quarters,  updated to the last day of the most recent
quarter prior to submission of the advertising for  publication,  and will cover
1,5 and 10 year periods of the Fund's  existence or such shorter  period  dating
from the effectiveness of the Fund's Registration  Statement. In calculating the
ending  redeemable  value,  the maximum  sales load is deducted from the initial
$1,000  payment and all dividends and  distributions  by the Fund are assumed to
have been  reinvested  at net asset value as described in the  Prospectus on the
reinvestment dates during the period. Total return, or "T" in the formula above,
is computed by finding the average annual compounded rates of return over the 1,
5 and 10 year  periods (or  fractional  portion  thereof)  that would equate the
initial amount invested to the ending  redeemable  value. Any recurring  account
charges  that might in the future be  imposed by the Fund would be  included  at
that time.

    The Fund may also  from time to time  include  in such  advertising  a total
return figure that is not calculated according to the formula set forth above in
order to compare more accurately the performance of the Fund with other measures
of investment  return.  For example,  in comparing the Fund's total return,  the
Fund calculates its aggregate total return for


                                       5
<PAGE>

the  specified  periods of time by assuming  the  investment  of $10,000 in Fund
shares and assuming the  reinvestment of each dividend or other  distribution at
net asset value on the  reinvestment  of each dividend or other  distribution at
net asset value on the reinvestment date. Percentage increases are determined by
subtracting  the initial  value of the  investment  from the ending value and by
dividing the remainder by the beginning  value.  Such  alternative  total return
information  will be  given  no  greater  prominence  in  advertising  than  the
information prescribed under Item 21 of Form N-1A.

    The Fund's  performance may be compared in advertising to the performance of
other  mutual  funds  in  general,  or of  particular  types  of  mutual  funds,
especially those with similar objectives.  Such performance data may be prepared
by Lipper Analytical Services, Inc. and other independent services which monitor
the  performance  of  mutual  funds.  The Fund may also  advertise  mutual  fund
performance rankings which have been assigned to it by such monitoring services.

    Pursuant to the SEC calculation, the Fund's average total rate of return for
the one and five year and since commencement  (8/1/89) period ended December 31,
1995 was 16.87%, 3.77% and 2.66%.

                 DIVIDEND, DISTRIBUTION AND REINVESTMENT POLICY

    The Fund intends to declare or  distribute  a dividend  from its net capital
gain income to shareholders annually or more frequently if necessary in order to
comply with  distribution  requirements of the Internal Revenue Code of 1986, as
amended ("Code"), and to avoid the imposition of regular Federal income tax, and
if applicable, a 4% excise tax.

    Any  dividends  and  distribution  payments  will be reinvested at net asset
value, in additional full and fractional shares of the Fund.

                                   TAX MATTERS

    The  following is only a summary of certain  additional  tax  considerations
that are not described in the Prospectus and generally  affect each Fund and its
shareholders.  No attempt is made to present a detailed  explanation  of the tax
treatment of the Fund or its  shareholders,  and the discussions here and in the
Prospectus are not intended as substitutes for careful tax planning.

Qualifications as a Regulated Investment Company

    The Fund  intends  to  qualify  to be  treated  as a  "regulated  investment
company"  ("RIC")  under the  Internal  Revenue  Code of 1986,  as amended  (the
"Code"). If so qualified,  the Fund will not be subject to federal income tax on
its investment  company  taxable income and net capital gains to the extent that
such investment  company taxable income and net capital gains are distributed in
each  taxable  year to the  separate  accounts  of the  Participating  Insurance
Companies.  In  addition,  if the  Fund  distributes  annually  to the  separate
accounts  its  ordinary  income  and  capital  gain net  income,  in the  manner
prescribed in the Code, it will also not be subject to the 4% federal excise tax
otherwise applicable to the undistributed income or gain of a RIC. Distributions
of net  investment  income and net  short-term  capital gains will be treated as
ordinary income and distributions of net long-term capital gains will be treated
as long-term capital gain in the hands of the Participating Insurance Companies.
Under  current  tax  law,  capital  gains  or  dividends  from  the Fund are not
currently  taxable when left to accumulate within a variable annuity or variable
life insurance contract.

    Section 817(h) of the Code requires that  investments of a segregated  asset
account of an insurance company be "adequately  diversified," in accordance with
Treasury  Regulations  promulgated  thereunder,  in order for the holders of the
variable annuity contracts or variable life insurance  policies investing in the
account to receive the  tax-deferred or tax-free  treatment  generally  afforded
holders of annuities or life  insurance  policies under the Code. The Department
of the Treasury has issued  Regulations under section 817(h) which,  among other
things,  provide  the  manner in which a  segregated  asset  account  will treat
investments   in  a  RIC  for   purposes  of  the   applicable   diversification
requirements. Under the Regulations, if a RIC satisfies certain conditions, that
RIC will not be treated as a single  investment for these  purposes,  but rather
the segregated asset account will be treated as owning its  proportionate  share
of each of the assets of the RIC. The Fund plans to satisfy these  conditions at
all times so that each  segregated  asset account of a  Participating  Insurance
Company  investing in the Fund will be treated as adequately  diversified  under
the Code and Regulations.

    For  information  concerning  the  federal  income tax  consequences  to the
holders of variable annuity contracts and variable rate insurance policies, such
holders should consult the prospectuses  used in connection with the issuance of
their particular contracts or policies.

            CUSTODIANS, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

    Chase Manhattan Bank, N.A., 1211 Avenue of the Americas,  New York, New York
10036 has been retained to act as the  Custodian for the Fund. In addition,  the
Fund and Chase Manhattan Bank, N.A., may appoint foreign banks and


                                       6
<PAGE>

foreign securities depositories which qualify as eligible foreign sub-custodians
under rules adopted by the Securities and Exchange Commission. State Street Bank
and Trust Company,  N.A., 225 Franklin Street,  Boston,  Massachusetts 02110 has
been retained to act as the Transfer Agent and Dividend Disbursing Agent for the
Fund.

     The  custodians  and  transfer  agent  have  no  part  in  determining  the
investment policies of the Fund or in determining which portfolio securities are
to be  purchased  or sold by the Fund or in the  declaration  of  dividends  and
distributions.

                             MANAGEMENT OF THE FUND

    The Fund's Trustees and executive  officers and their principal  occupations
and former affiliations are:

*+ROBERT M. DeMICHELE, Chairman and President. P.O. Box 1515, Saddle Brook, N.J.
  07663. Chief Executive Officer and Chairman, Lexington Management Corporation;
  Chairman and Chief  Executive  Officer,  Lexington  Funds  Distributor,  Inc.;
  President and  Director,  Lexington  Global Asset  Managers,  Inc.,  Director,
  Unione  Italiana  Reinsurance;  Vice Chairman of the Board of Trustees,  Union
  College;  Director,  Navigator's  Group,  Inc.;  Chairman,  Lexington  Capital
  Management;   Chairman,  LCM  Financial  Services,  Inc.;  Director,  Vanguard
  Cellular Systems,  Inc.;  Chairman,  Market Systems Research,  Inc. and Market
  Systems Research Advisors,  Inc. (registered  investment  advisers);  Trustee,
  Smith Richardson Foundation.

*+BEVERLEY C. DUER, P.E., Trustee.  340 East 72nd Street, New York, N.Y. Private
  Investor.  Formerly Manager, Operations Research Department, CPC International
  Inc.

*+BARBARA R. EVANS,  Trustee.  5 Fernwood  Road,  Summit,  N.J.  07901.  Private
  Investor.  Prior to May 1989, Assistant Vice President and Securities Analyst,
  Lexington    Management    Corporation;    prior   to   March    1987,    Vice
  President-Institutional Sales, L.F. Rothschild, Unterberg, Towbin.

*+LAWRENCE KANTOR, Vice President and Trustee. P.O. Box 1515, Saddle Brook, N.J.
  07663.  Managing  Director,  Executive Vice President and Director,  Lexington
  Management Corporation; Executive Vice President and Director, Lexington Funds
  Distributor,  Inc.; Executive Vice President and General Manager-Mutual Funds,
  Lexington Global Asset Managers, Inc.,

*+DONALD B. MILLER,  Trustee.  10725 Quail Covey Drive,  Boynton Beach,  Florida
  33436. Chairman, Horizon Media, Inc.; Trustee, Galaxy Funds; Director, Maguire
  Group of Connecticut;  prior to January 1989, President,  Director and C.E.O.,
  Media General Broadcast Services.

*+JOHN  G.  PRESTON,  Trustee.  3  Woodfield  Road,  Wellesley,   Massachusetts.
  Associate Professor of Finance, Boston College, Boston, Massachusetts.

*+PHILIP C.  SMITH,  Trustee.  87 Lord's  Highway,  Weston,  Connecticut  06883.
  Private Investor.  Director, Southwest Investors Income Fund, Inc., Government
  Income Fund, Inc., U.S. Trend Fund,  Inc.,  Investors Cash Reserve and Plimony
  Fund, Inc. (registered investment companies).

*+LISA CURCIO,  Vice President and Secretary.  P.O. Box 1515, Saddle Brook, N.J.
  07663. Senior Vice President and Secretary,  Lexington Management Corporation;
  Vice President and Secretary,  Lexington Funds Distributor,  Inc.;  Secretary,
  Lexington Global Asset Managers, Inc.

*+RICHARD M. HISEY,  Vice President and Treasurer.  P.O. Box 1515, Saddle Brook,
  N.J. 07663. Managing Director, Chief Financial Officer and Director, Lexington
  Management Corporation;  Chief Financial Officer, Vice President and Director,
  Lexington  Funds  Distributor,  Inc; Chief Financial  Officer,  Market Systems
  Research Advisers, Inc.; Executive Vice President and Chief Financial Officer,
  Lexington Global Asset Managers, Inc.

*+RICHARD J. LAVERY,  CLU, ChFC, Vice President.  P. O. Box 1515,  Saddle Brook,
  N.J. 07663.  Senior Vice President,  Lexington  Management  Corporation;  Vice
  President, Lexington Funds Distributor, Inc.

*+JANICE A.  CARNICELLI,  Vice  President.  P. O. Box 1515,  Saddle Brook,  N.J.
  07663.

*+CHRISTIE CARR, Assistant  Treasurer,  P.O. Box 1515, Saddle Brook, N.J. 07663.
  Prior to October 1992, Senior Accountant, KPMG Peat Marwick LLP.

*+SIOBHAN  GILFILLAN,  Assistant  Treasurer.  P.O. Box 1515,  Saddle Brook, N.J.
  07663.

*+THOMAS LUEHS,  Assistant  Treasurer,  P.O. Box 1515, Saddle Brook, N.J. 07663.
  Prior to November 1993,  Supervisor  Investment  Accounting,  Alliance Capital
  Management, Inc.

*+SHERI MOSCA, Assistant Treasurer. P. O. Box 1515, Saddle Brook, N.J. 07663.


                                       7
<PAGE>

*+ANDREW PETRUSKI, Assistant Treasurer. P.O. Box 1515, Saddle Brook, N.J. 07663.
  Prior to May 1994, Supervising Senior Accountant, NY Life Securities. Prior to
  December 1990, Senior Accountant, Dreyfus Corporation.

*+PETER  CORNIOTES,  Assistant  Secretary.  P. O. Box 1515,  Saddle Brook,  N.J.
  07663. Assistant Vice President and Assistant Secretary,  Lexington Management
  Corporation. Assistant Secretary, Lexington Funds Distributor, Inc.

*+ENRIQUE FAUST,  Assistant Secretary,  P.O. Box 1515, Saddle Brook, N.J. 07663.
  Prior to March  1994,  Blue Sky  Compliance  Coordinator,  Lexington  Group of
  Investment Companies.

*"Interested  person"  and/or  "affiliated  person" as defined in the Investment
  Company Act of 1940, as amended.

 +Messrs.  Corniotes,  DeMichele,  Duer, Hisey, Faust,  Kantor,  Lavery,  Luehs,
  Miller,  Petruski,  Preston,  and Smith and Mmes.  Carnicelli,  Carr,  Curcio,
  Evans,  Gilfillan and Mosca hold similar offices with some or all of the other
  registered  investment  companies  advised  and/or  distributed  by  Lexington
  Management Corporation or Lexington Funds Distributor,  Inc. or Market Systems
  Research Advisers, Inc.

    The Board of Trustees  met 5 times during the twelve  months ended  December
31, 1995, and each of the Trustees attended at least 75% of those meetings.
 
            Remuneration of Trustees and Certain Executive Officers

    Each Trustee is reimbursed  for expenses  incurred in attending each meeting
of the Board of Trustees or any  committee  thereof.  Each Trustee who is not an
affiliate of the advisor is compensated  for his or her services  according to a
fee  schedule  which  recognizes  the fact that each  Trustee  also  serves as a
Trustee of other  investment  companies  advised by LMC. Each Trustee receives a
fee,  allocated  among all  investment  companies for which the Trustee  serves.
Effective  September  12, 1995 each  Trustee  receives  annual  compensation  of
$24,000.  Prior to September 12, 1995, the trustees who were not employed by the
Fund or its affiliates received annual compensation of $16,000.

    Set forth below is information regarding compensation paid or accrued during
the period January 1, 1995 to December 31, 1995 for each Trustee:

   
- --------------------------------------------------------------------------------
                               Aggregate     Total Compensation     Number of
Name of Trustee           Compensation from   From Fund and     Directorships in
                                 Fund          Fund Complex       Fund Complex
- --------------------------------------------------------------------------------
Robert M. DeMichele                0                 0                 15
- --------------------------------------------------------------------------------
Beverely C. Duer                 $1056           $22,616               15
- --------------------------------------------------------------------------------
Barbara R. Evans                   0                 0                 14
- --------------------------------------------------------------------------------
Lawrence Kantor                    0                 0                 14
- --------------------------------------------------------------------------------
Donald B. Miller                 $1056           $22,616               14
- --------------------------------------------------------------------------------
John G. Preston                  $1056           $22,616               14
- --------------------------------------------------------------------------------
Philip C. Smith                  $1056           $22,616               14
- --------------------------------------------------------------------------------

                  Retirement Plan for Eligible Directors/Trustees
    

    Effective  September 12, 1995, the Trustees instituted a Retirement Plan for
Eligible Directors/Trustees (the "Plan") pursuant to which each Director/Trustee
(who is not an  employee  of any of the Funds,  the  Advisor,  Administrator  or
Distributor or any of their affiliates) may be entitled to certain benefits upon
retirement from the Board.  Pursuant to the Plan, the normal  retirement date is
the date on which the  eligible  Director/Trustee  has  attained  age 65 and has
completed at least ten years of continuous and non-forfeited service with one or
more  of  the  investment   companies   advised  by  LMC  (or  its   affiliates)
(collectively,  the "Covered Funds"). Each eligible Director/Trustee is entitled
to receive from the Covered Fund an annual  benefit  commencing on the first day
of the calendar quarter coincident with or next following his date of retirement
equal  to  5%  of  his   compensation   multiplied   by  the   number   of  such
Director/Trustee's  years of service (not in excess of 15 years)  completed with
respect  to any of the  Covered  Portfolios.  Such  benefit  is  payable to each
eligible  Trustee in quarterly  installments for ten years following the date of
retirement or the life of the Director/Trustee. The Plan establishes age 72 as a
mandatory  retirement  age for  Directors/Trustees;  however,  Director/Trustees
serving the Funds as of  September  12,  1995 are not subject to such  mandatory
retirement. Directors/Trustees serving the Funds as of


                                       8
<PAGE>

September  12, 1995 who elect  retirement  under the Plan prior to September 12,
1996 will receive an annual  retirement  benefit at any  increased  compensation
level if  compensation  is  increased  prior to  September  12, 1997 and receive
spousal  benefits  (i.e.,  in the  event  the  Director/Trustee  dies  prior  to
receiving full benefits under the Plan, the  Director/Trustee's  spouse (if any)
will be entitled to receive the retirement benefit within the 10 year period.)

    Retiring  Trustees  will be eligible to serve as Honorary  Trustees  for one
year after  retirement and will be entitled to be reimbursed for travel expenses
to attend a maximum of two meetings.

   

    Set forth in the table below are the estimated annual benefits payable to an
eligible  Trustee upon retirement  assuming  various  compensation  and years of
service  classifications.  As of December 31, 1995, the estimated credited years
of service for Messrs.  Duer, Miller,  Preston,  and Smith are 18, 22, 18 and 26
respectively.

    

                        Highest Annual Compensation Paid by All Funds
                        ---------------------------------------------

                        $20,000      $25,000      $30,000      $35,000

             Years of
             Service       Estimated Annual Benefit Upon Retirement
             -------       ----------------------------------------

               15       $15,000      $18,750      $22,500      $26,250

               14        14,000       17,500       21,000       24,500

               13        13,000       16,250       19,500       22,750

               12        12,000       15,000       18,000       21,000

               11        11,000       13,750       16,500       19,250

               10        10,000       12,500       15,000       17,500


                                OTHER INFORMATION

    As of March 8, 1996, Lexington Management  Corporation,  P. O. Box 1515/Park
80 West Plaza Two,  Saddle  Brook,  New Jersey 07663 owned  beneficially  10,418
shares of the Fund (0.6% of the Fund's outstanding  shares).  The balance of the
outstanding  shares of the Fund  (99.4%) are owned by Aetna Life  Insurance  and
Annuity Company and Kemper  Investors Life Insurance  Company and allocated to a
separate account used for funding variable annuity contracts.


                                       9
<PAGE>

Independent Auditors' Report

The Board of Trustees and Shareholders
Lexington Natural Resources Trust:


    We have audited the  accompanying  statements of net assets  (including  the
portfolio  of  investments)  and assets and  liabilities  of  Lexington  Natural
Resources  Trust as of December 31, 1995,  the related  statements 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 Trust'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  Natural  Resources  Trust as of December 31, 1995, and 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







                                       10




<PAGE>


(LEFT COLUMN)

Lexington   Natural  Resources  Trust
Statement  of  Net  Assets
(Including the Portfolio of Investments) 
December 31, 1995


Number of
 Shares                  Security                             Value
- ----------------------------------------------------------------------


                    COMMON STOCKS: 96.3%
                    AGRICULTURE: 4.4%
  7,700             Dekalb Genetics Corporation .........   $  347,463
  7,100             Pioneer Hi-Bred International, Inc. .      394,938
                                                            ----------
                                                               742,401 
                                                            ----------

                    CHEMICAL PRODUCTS: 15.5%
  8,100             Avery-Dennison Corporation ..........      406,012
  4,900             Great Lakes Chemical Corporation ....      352,800
  6,800             Hercules, Inc. ......................      383,350
  9,000             IMC Global, Inc. ....................      367,875
  3,500             Monsanto Company ....................      428,750
  5,200             Olin Corporation ....................      386,100
  8,000             Union Carbide Corporation ...........      300,000
                                                            ----------
                                                             2,624,887
                                                            ----------

                    ENERGY SOURCES: 41.0%
  6,800             Anadarko Petroleum Corporation ......      368,050
  4,000             Atlantic Richfield Company ..........      443,000
  3,600             British Petroleum Company Plc .......      367,650
  8,100             Burlington Resources, Inc. ..........      317,925
  9,400             Coastal Corporation .................      350,150
 13,600             Devon Energy Corporation ............      346,800
  5,300             Exxon Corporation ...................      424,663
 29,500             Horsham Corporation .................      398,250
  3,800             Mobil Corporation ...................      425,600
 14,400             Noble Affiliates, Inc. ..............      430,200
 12,000             Panhandle Eastern Corporation .......      334,500
  2,500             Royal Dutch Petroleum Company .......      352,812
  7,000             Schlumberger, Ltd. ..................      484,750
  5,100             Texaco, Inc. ........................      400,350
 14,000             Tidewater, Inc. .....................      441,000
  9,200             Tosco Corporation ...................      350,750
 15,000             Valero Energy Corporation ...........      367,500
  8,100             Williams Companies, Inc. ............      355,388
                                                            ----------
                                                             6,959,338
                                                            ----------

                    ENVIRONMENTAL TECHNOLOGY: 17.3%
 17,200             Davis Water and Waste
                       Industries, Inc. .................      249,400
 17,000             IMCO Recycling, Inc. ................      416,500
 10,000             Ionics, Inc. ........................      435,000
  8 800             Millipore Corporation ...............      361,900
 15,200             Pall Corporation ....................      408,500
 18,500             Sevenson Environmental
                       Services, Inc. ...................      335,312
 11,000             Thermo Instrument Systems, Inc.1 ....      371,250
 11,600             WMX Technologies, Inc. ..............      346,550
                                                            ----------
                                                             2,924,412
                                                            ----------
(RIGHT COLUMN)

 Number of
  Shares
or Principal                                                   
 Amounts                  Security (Note 1)                     Value
- --------------------------------------------------------------------------

                    FERROUS METALS: 5.4%
  10,000            Alcan Aluminum, Ltd. ................  $   311,250
   4,700            Phelps Dodge Corporation ............      292,575
  12,000            Western Mining Holdings (ADR) .......      313,500
                                                           -----------
                                                               917,325
                                                           -----------

                    FOREST PRODUCTS: 3.4%
  10,000            Lydall, Inc.1 .......................      227,500
   7,100            Pentair, Inc. .......................      355,000
                                                           -----------
                                                               582,500
                                                           -----------

                    PRECIOUS METALS: 9.3%
  14,900            Barrick Gold Corporation ............      392,987
  16,500            Freeport McMoran Copper & 
                       Gold "A" .........................      462,000
   7,200            Newmont Gold Company ................      315,000
   9,000            Newmont Mining Corporation ..........      407,250
                                                           -----------
                                                             1,577,237
                                                           -----------

                    TOTAL COMMON STOCKS
                      (cost $14,667,664) ................   16,328,100
                                                           -----------

                    SHORT-TERM INVESTMENTS: 1.2%
$100,000            U.S. Treasury Bill
                      5.29%, due 02/08/96 ...............       99,442
 100,000            U.S. Treasury Bill
                      5.295%, due 05/09/96 ..............       98,102
                                                           -----------
                    TOTAL SHORT-TERM INVESTMENTS
                      (cost $197,544) ...................      197,544
                                                           -----------
                    TOTAL INVESTMENTS: 97.5%
                      (cost $14,865,208+) ...............   16,525,644
                    Other assets in excess of liabilities:
                      2.5% ..............................      429,603
                                                           -----------
                    TOTAL NET ASSETS: 100.0%
                      (equivalent to $11.30 per share
                      on 1,500,607 shares outstanding) ..  $16,955,247
                                                           ===========

1Non-income producing security.
 ADR-American Depository Receipt.
+Aggregate cost for federal income tax purposes is identical.



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





                                       11
<PAGE>


Lexington Natural Resources Trust
Statement of Assets and Liabilities
December 31, 1995


Assets

Investments, at value (cost $14,865,208) (Note 1) ............. $16,525,644
Cash ..........................................................     468,743
Receivable for shares sold ....................................       5,888
Interest and dividends receivable .............................      21,400
                                                                -----------
                Total Assets ..................................  17,021,675
                                                                -----------

Liabilities
Due to Lexington Management Corporation (Note 2) ..............      13,096
Payable for shares redeemed ...................................      28,806
Accrued expenses ..............................................      24,526
                                                                -----------
                Total Liabilities .............................      66,428
                                                                -----------

Net Assets (equivalent to $11.30 per share on
     1,500,607 shares outstanding) (Note 3) ................... $16,955,247
                                                                ===========


Net Assets consist of:

Paid-in capital-unlimited authorized shares of beneficial
     interest at no par value (Note 1) ........................ $15,403,143
Undistributed net investment income (Note 1) ..................      11,627
Accumulated net realized loss on investments (Notes 1 and 6) ..    (119,959)
Net unrealized appreciation of investments (Note 4) ...........   1,660,436
                                                                -----------
               Net Assets ..................................... $16,955,247
                                                                ===========



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


                                       12
<PAGE>




Lexington Natural Resources Trust
Statement of Operations
Year ended December 31, 1995 (unaudited)



Investment Income
Interest Income ....................................  $  27,664
Dividend income ....................................    279,062
                                                      ---------
                                                        306,726

Less: Foreign tax expense ..........................      5,921
                                                      ---------

     Total investment income .......................                $ 300,805
                                                                             

Expenses
  Investment advisory fee (Note 2) .................    148,634
  Accounting expense (Note 2) ......................      3,600
  Custodian fees ...................................      6,915
  Printing and mailing .............................     24,626
  Directors' fees ..................................      6,462
  Professional fees ................................     13,730
  Registration fees ................................      2,001
  Computer processing fees .........................      7,575
  Other expenses ...................................      4,410
                                                      ---------

    Total expenses .................................                  217,953
                                                                   ----------

        Net investment income                                          82,852

Realized and Unrealized Gain on Investments (Note 4)

  Net realized gain on
    investments ....................................                  513,678

  Net change in unrealized appreciation on
    investments ....................................                1,735,936
                                                                   ----------
       Net realized and unrealized gain on investments              2,249,614
                                                                   ----------
Increase in Net Assets Resulting from Operations ...               $2,332,466
                                                                   ==========

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



                                       13
<PAGE>

Lexington Natural Resources Trust
Statements of Changes in Net Assets
Years ended December 31, 1995 and 1994

                                                         1995           1994
                                                     -----------   -----------

Net investment income ............................. $    82,852     $   52,351
Net realized gain (loss) from investment
    transactions ..................................     513,678       (490,471)
Increase (decrease) in unrealized
    appreciation of investments ...................   1,735,936       (339,043)
                                                    -----------    -----------
            Net increase (decrease) in net
              assets resulting from operations ....   2,332,466       (777,163)
Distributions to shareholders from net
    investment income .............................     (71,225)       (50,415)
Increase in net assets from capital
    share transactions (Note 3) ...................   1,067,096      9,129,763
                                                    -----------    -----------
            Net increase in net assets ............   3,328,337      8,302,185

Net Assets:
  Beginning of period .............................  13,626,910      5,324,725
                                                    -----------    -----------
  End of period (including undistributed
    net investment income of $11,627 and
    distributions in excess of net investment
    income of $2,513, respectively.) .............. $16,955,247    $13,626,910
                                                    ===========    ===========



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




                                       14
<PAGE>

Lexington Natural Resources Trust
Notes to Financial Statements
December 31, 1995 and 1994


Note 1 - Significant Accounting Policies

    Lexington Natural  Resources Trust (the "Trust") is an open-end  diversified
investment  company  registered  under the  Investment  Company Act of 1940,  as
amended.  The Fund's investment objective is to seek long-term growth of capital
through investment  primarily in common stock of companies which own, or develop
natural resources and other basic  commodities,  or supply goods and services to
such  companies.  With the exception of shares held in  connection  with initial
capital of the Trust,  shares of the Trust are  currently  being offered only to
participating  insurance  companies for  allocation to certain of their separate
accounts  established  for the  purpose of funding  variable  annuity  contracts
issued by the participating  insurance companies.  The following is a summary of
significant  accounting policies followed by the Trust 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. Investments in securities traded on a national securities
exchange  are valued at the last sale price on such  exchange as of the close of
business.  Securities  traded on the  over-the-counter  market are valued at the
mean between the last reported bid and asked price.  Short-term  securities  are
stated at amortized cost, which  appoximates  market value.  Dividend income 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,  $2,513 and $9,485 were  reclassified  from additional  paid-in capital to
undistributed  net  investment  income  and  accumulated  net  realized  loss on
investments.

    Federal  Income  Taxes:  It is the  Trust'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.


Note 2 - Investment Advisory Fee and Other Transactions with Affiliate

    The  Trust  pays  an  investment   advisory  fee  to  Lexington   Management
Corporation  ("LMC") at the annual rate of 1% of the Trust's  average  daily net
assets.  LMC has entered into a  sub-advisory  management  contract  with Market
Systems Research Advisors,  Inc. ("MSR"), a registered investment advisor, under
which  MSR will  provide  the  Trust  with  certain  investment  management  and
administrative  services.  Pursuant  to the terms of the  sub-advisory  contract
between LMC and MSR, LMC pays MSR a monthly sub-advisory fee of .50% the Trust's
average daily net assets.  LMC shall  reimburse the Trust in any fiscal year for
the amount by which the Trust's aggregate expenses (excluding  interest,  taxes,
brokerage  commissions and  extraordinary  expenses) exceed the most restrictive
expense limits imposed by any state or regulatory  authority of any jurisdiction
in which  shares of the Trust are  offered  for sale  during any such  year.  No
reimbursement was required for the year ended December 31, 1995.

    The Trust also  reimburses LMC for certain  expenses,  including  accounting
costs, which are incurred by the Trust, but paid by LMC.







                                       15
<PAGE>

Lexington Natural Resources Trust
Notes to Financial Statements
December 31, 1995 and 1994 (continued)


Note 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 ..................   559,893   $5,848,911   1,309,826  $13,428,318
Shares issued on reinvestment
  of distributions from net
  investment income ..........     6,325       71,225       5,203       50,415
                                --------   ----------   ---------  -----------
                                 566,218    5,920,136   1,315,029   13,478,733
Shares redeemed ..............  (468,861)  (4,853,040)   (428,676)  (4,348,970)
                                --------   ----------   ---------  -----------
Net increase .................    97,357   $1,067,096     886,353  $ 9,129,763
                                ========   ==========   =========  ===========


Note 4 - Purchases and Sales of Investments

    The cost of purchases  and proceeds from sales of  investments  for the year
ended December 31, 1995, excluding short-term  securities,  were $22,867,932 and
$21,434,861, respectively.

    At December  31,  1995,  aggregate  gross  unrealized  appreciation  for all
investments  in which  there is an excess  of value  over tax cost  amounted  to
$1,801,223 and aggregate gross  unrealized  depreciation  for all investments in
which there is an excess of tax cost over value amounted to $140,787.


Note 5 - Investment and Concentration Risks

    The Fund can make  significant  investments in foreign  securities and has a
policy of investing in the securities of companies  that own or develop  natural
resources  and other basic  commodities,  or supply  goods and  services to such
companies.  There are certain risks involved in investing in foreign  securities
or  concentrating in specific  industries such as natural  resources that are in
addition  to the usual  risks  inherent  in  domestic  investments.  These risks
include those resulting from future adverse political and economic developments,
as  well as the  possible  imposition  of  foreign  exchange  or  other  foreign
governmental restrictions or laws.


Note 6 - Federal Income Taxes-Capital Loss Carryforwards

    Capital loss  carryforwards  available for Federal income tax purposes as of
December 31, 1995 are approximately $119,959 expiring in 2002.

    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 trust's taxable year can 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  Natural  Resources  Trust have been  adjusted  to
reflect prior years' post-October losses in the next fiscal year.






                                       16
<PAGE>

Lexington Natural Resources Trust
Financial Highlights
Selected per share data for a share outstanding throughout the period:

                                         Year ended December 31,
                             --------------------------------------------------
                              1995       1994       1993       1992      1991
                             --------------------------------------------------
Net asset value, beginning
  of period ..............  $ 9.71     $10.30     $ 9.30      $9.01     $9.50
                            ------     ------     ------      -----     -----
Income (loss) from 
 investment operations:
   Net investment income .    0.06       0.04          -          -      0.02
   Net realized and
     unrealized gain (loss)
     on investments ......    1.58      (0.59)      1.01       0.29     (0.49)
                            ------     ------     ------      -----     -----
Total income (loss) from
 investment operations ...    1.64      (0.55)      1.01       0.29     (0.47)
                            ------     ------     ------      -----     -----

Less distributions:
  Dividends from net
    investment income ....   (0.05)     (0.04)     (0.01)         -     (0.02)
                            ------     ------     ------      -----     -----
Net asset value, end
 of period ...............  $11.30     $ 9.71     $10.30      $9.30     $9.01
                            ======     ======     ======      =====     =====

Total return .............  16.87%     (5.38%)    10.90%      3.22%    (4.95%)
Ratios to average net assets:
  Expenses, before
    reimbursement ........   1.47%      1.55%      2.26%      2.31%     2.97%
  Expenses, net of
    reimbursement ........   1.47%      1.55%      2.26%      2.31%     1.60%
  Net investment income
   (loss), before
   reimbursement .........   0.56%      0.49%      0.08%      0.02%    (1.10%)
  Net investment income ..   0.56%      0.49%      0.08%      0.02%     0.27%
  Portfolio turnover ..... 149.18%     87.40%    114.44%     65.50%   100.94%
  Net assets at end
    of period (000's
    omitted) ............ $16,955    $13,627      $5,325     $1,926    $1,393







                                       17



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