LEXINGTON EMERGING MARKETS FUND, INC.
Supplement dated May 8, 2000
To the Prospectus dated May 1, 2000
On February 29, 2000, Lexington Global Asset Managers, Inc.
("LGAM"), the corporate parent of Lexington Management Corporation,
the investment adviser to each of the Lexington Funds (the "Funds"),
entered into an agreement with ReliaStar Financial Corp. ("ReliaStar")
for ReliaStar to acquire LGAM.
On May 1, 2000, ING Groep NV ("ING") entered into an agreement
with ReliaStar for ING to acquire ReliaStar. ING is a global
financial institution active in the field of insurance, banking, and
asset management in more than 60 countries, with almost 90,000
employees. Completion of the acquisition is contingent upon, among
other things, certain shareholder and regulatory approvals. The
closing of the acquisition is expected to occur during the third
quarter of 2000.
On April 18, 2000, the Board of Directors/Trustees of each Fund
met and considered a number of matters related to the proposed
acquisition. Among the matters approved were new investment
management agreements with Pilgrim Investments, Inc. ("Pilgrim"), an
indirect, wholly-owned subsidiary of ReliaStar, and nominations for
election of new Directors/Trustees. The Directors/Trustees
recommended that the new investment management agreements be presented
for approval by shareholders and authorized the mailing of proxy
materials. The Directors/Trustees of the Lexington Funds will meet to
reconsider the proposed investment management agreements with Pilgrim.
If approved by the Directors/Trustees, the agreements will be
presented to shareholders for their consideration.
