As filed with the Securities and Exchange Commission on October 28, 1997
Registration No. 2-51641
811-2506
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No. 27 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 27 X
(Check appropriate box or boxes.)
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
------------------------------------------
(Exact name of Registrant as specified in Charter)
Park 80 West Plaza Two
Saddle Brook, New Jersey 07663
---------------------------------
(Address of principal executive offices)
Registrant's Telephone Number: (201) 845-7300
Lisa Curcio, Secretary
Lexington Strategic Investments Fund, Inc.
Park 80 West Plaza Two, Saddle Brook, New Jersey 07663
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(Name and address of agent for service)
With a copy to:
Carl Frischling, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue, New York, New York 10022
---------------------------------------------
It is proposed that this filing will become effective October 28, 1997
pursuant to Paragraph (b) of Rule 485.
---------------------------------------------
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933, pursuant to Section 24(f) of the Investment Company
Act of 1940. A Rule 24f-2 Notice for the Registrant's fiscal year ended June
30, 1997 was filed on August 25, 1997.
<PAGE>
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
REGISTRATION STATEMENT ON FORM N-1A
CROSS REFERENCE SHEET
PART A
Items in Part A Prospectus
of Form N-1A Prospectus Caption Page Number
- -------------- ------------------ -----------
1. Cover Page Cover Page
2. Synopsis *
3. Financial Highlights 2
4. General Description of Registrant 3
5. Management of the Fund 8
6. Capital Stock and Other Securities 16
7. Purchase of Securities Being Offered 8
8. Redemption or Repurchase 12
9. Legal Proceedings *
Note * Omitted since answer is negative or inapplicable
<PAGE>
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
STATEMENT OF ADDITIONAL STATEMENT OF ADDITIONAL
PART B INFORMATION CAPTION INFORMATION PAGE NUMBER
- ------ ---------------------- -----------------------
10. Cover Page Cover Page
11. Table of Contents Cover Page
12. General Information and History 16 (Part A)
13. Investment Objectives and Policies 3 (Part A)
14. Management of the Registrant 11
15. Control Persons and Principal Holders 3
of Securities
16. Investment Advisory and Other Services 3
17. Brokerage Allocation and Other Practices 4
18. Capital Stock and Other Securities 16 (Part A)
19. Purchase, Redemption and Pricing of 8, 12 (Part A)
Securities being offered
20. Tax Status 6
21. Underwriters 3
22. Calculation of Yield Quotations on Money *
Market Funds
23. Financial Statements 14
PART C
- -------
Information required to be included in Part C is set forth
under the appropriate Item, so numbered, in Part C to this
Registration Statement.
* Not Applicable
<PAGE>
Lexington STRATEGIC INVESTMENTS Fund, Inc.
P.O. Box 1515, Park 80 West, Plaza Two, Saddle Brook, New Jersey 07663
Toll Free Sales--1-800-367-9160
1-201-845-7300
Service--1-800-526-0056
24-Hour Account Information1-800-526-0052
================================================================================
Lexington Strategic Investments Fund, Inc. (the "Fund") is an
open-end diversified management investment company. The Fund's principal
investment objective is capital appreciation. Current income is a
secondary objective. The investment concentration of the Fund's assets
is currently in the common stock of gold and other precious metals
mining companies. The Fund may also invest in bullion. As the highest
production of gold and other precious metals is currently taking place
in the Republic of South Africa, management anticipates that a major
portion of the Fund's Portfolio will continue to consist of securities
of issuers of that area. The Fund seeks the benefits of investing in
gold and other precious metals securities, but it is also subject to the
risks involved in such investments. See Investment Objective and
Policies on page 3.
Lexington Management Corporation ("LMC") is the Fund's investment
adviser. Lexington Funds Distributor, Inc. ("LFD") is the Fund's
distributor.
Shares of the Fund are being offered at a price equal to the net
asset value per share plus a sales charge of 5.75% of the offering price
(6.10% of the net amount invested) subject to reductions on purchases in
single transactions of $10,000 or more.
This Prospectus sets forth information about the Fund you should
know before investing. It should be read and retained for future
reference.
A STATEMENT OF ADDITIONAL INFORMATION DATED OCTOBER 28, 1997 WHICH
PROVIDES A FURTHER DISCUSSION OF CERTAIN MATTERS IN THIS PROSPECTUS AND
OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME INVESTORS, HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS INCORPORATED HEREIN
BY REFERENCE. FOR A FREE COPY, CALL THE APPROPRIATE TELEPHONE NUMBER
ABOVE OR WRITE TO THE ADDRESS LISTED ABOVE.
Mutual fund shares are not deposits or obligations of (or endorsed
or guaranteed by) any bank, nor are they federally insured or otherwise
protected by the Federal Deposit Insurance Corporation ("FDIC"), the
Federal Reserve Board or any other agency. Investing in mutual funds
involves investment risks, including the possible loss of principal, and
their value and return will fluctuate.
- --------------------------------------------------------------------------------
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>
<TABLE>
<CAPTION>
FEE TABLE
Shareholder Transaction Expenses (as a percentage of the offering price)
<S> <C>
Maximum sales charge imposed on purchases ............................................................. 5.75%
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets):
Management fees ................................................................................... .90%
-----
Other expenses .................................................................................... 1.03%
-----
Total Fund Operating Expenses ................................................................. 1.93%
=====
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------ ------ -------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end
of each period ................................................. $75.97 $114.63 $155.69 $269.92
</TABLE>
The purpose of the foregoing table is to assist an investor in
understanding the various costs and expenses that an investor in the Fund will
bear indirectly. Shareholder Servicing Agents acting as agents for their
customers may provide administrative and recordkeeping services on behalf of the
Fund. For these services, each Shareholder Servicing Agent receives fees, which
may be paid periodically, provided that such fees will not exceed, on an annual
basis, 0.25% of the average daily net assets of the Fund represented by shares
owned during the period for which payment is made. Each Shareholder Servicing
Agent may, from time to time, voluntarily waive all or a portion of the fees
payable to it. (For more complete descriptions of the various costs and
expenses, see "Investment Adviser, Distributor and Administrator" and "How to
Purchase Shares" below.) The Expenses and Example appearing in the table above
are based on the Fund's expenses for the period from July 1, 1996 to June 30,
1997. The Example shown in the table above should not be considered a
representation of past or future expenses and actual expenses may be greater or
less than those shown.
FINANCIAL HIGHLIGHTS
The Fund was originally organized as a Texas corporation on May 13, 1974
under the name Strategic Investments Fund, Inc. The Fund was re-organized as a
Maryland corporation under its present name on June 8, 1992. Lexington
Management Corporation became the Fund's investment adviser on December 13,
1991.
The table below includes certain financial highlights of the Fund's
investment results for periods prior to the Fund's re-organization during which
the Fund was managed by a different investment adviser.
The following Financial Highlights Table for the five years ended June 30,
1997 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.
2
<PAGE>
Selected Per Share Data for a share outstanding throughout the period:
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Net asset value, beginning of period $2.81 $2.51 $2.48 $2.30 $1.26 $2.54 $2.63 $3.08 $3.45 $6.01
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Income (loss) from investment operations:
Net investment income .03 .02 .04 .04 .03 -- .04 .12 .17 .24
Net realized and unrealized gain (loss) on
investments and foreign currency transactions (1.02) 31 .03 .18 1.01 (1.27) (.04) (.43) (.33) (2.50)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
TOTAL INCOME (LOSS) FROM INVESTMENT OPERATIONS (.99) .33 .07 .22 1.04 (1.27) -- (.31) (.16) (2.26)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Less distributions:
Dividends from net investment income (.04) (.03) (.04) (.04) -- (.01) (.09) (.14) (.21) (.30)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value, end of period $1.78 $2.81 $2.51 $2.48 $2.30 $1.26 $2.54 $2.63 $3.08 $3.45
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Total return* (35.51)% 13.02% 2.47% 9.26% 82.54% (50.14%) (0.17%)(11.28%) (4.56%)(39.70%)
Ratios to average net assets:
Expenses, before reimbursement 1.93% 1.77% 1.70% 1.76% .76% 2.82% 1.98% 1.71% 1.80% 1.52%
Expenses, net of reimbursement 1.93% 1.77% 1.70% 1.76% 2.78% 2.50% 1.85% 1.59% 1.62% 1.52%
Net investment income (loss), before
reimbursement 1.24% 0.44% 1.54% 2.00% 2.05% (0.10%) 1.51% 3.13% 5.36% 4.48%
Net investment income 1.24% 0.44% 1.54% 2.00% 3.03% 0.22% 1.64% 3.25% 5.54% 4.48%
Portfolio turnover rate 85.10% 84.44% 115.91% 25.66% .80% 13.92% 12.48% 73.25% 0.32% 22.75%
Average commissions paid on equity security
transactions** $0.01 $0.03 -- -- -- -- -- -- -- --
Net assets at end of period (000's omitted) $31,203 $58,164 $94,059 $73,500 $43,816 $14,402 $32,070 $34,407 $46,075 $55,798
</TABLE>
*Sales load is not reflected in total return.
**In accordance with recent SEC disclosure guidelines, average commissions are
calculated for the years beginning after June 1996 but not for prior periods.
DESCRIPTION OF THE FUND
The Fund, a Maryland corporation (formerly, Strategic Investments Fund,
Inc.), is an open-end diversified management investment company.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is capital appreciation. Current income is
a secondary objective.
As a fundamental policy the Fund intends to concentrate its investments in
securities of companies engaged in exploration, mining, processing, fabrication
and distribution of natural resources (hydrocarbons, minerals, metals of silver,
gold, uranium, platinum and copper). Accordingly, the Fund will have at least
25% of the value of its assets invested in such securities except during unusual
and adverse economic conditions that may exist in the natural resource industry.
The Fund's policy under normal conditions is to select investments so that
a minimum of 80% of its gross income will be derived from sources outside of the
United States, and so that at least 50% of the value of its assets will be
securities of foreign corporations. The investment concentration of the Fund's
assets is currently in the common stock of gold and other precious metals mining
companies. The Fund may also invest in bullion which includes gold, silver,
platinum and palladium. As the highest production of gold and other precious
metals is currently taking place in the Republic of South Africa, management
anticipates that a major portion of the Fund's portfolio will continue to
consist of the securities of issuers of that area. If the Fund's management,
after review by the Board of Directors, decided to de-emphasize investment in
gold and other precious metals mining shares, the Fund would sell precious
metals mining shares and buy shares of securities related to other natural
resources.
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.
3
<PAGE>
The Fund's investment portfolio may include repurchase agreements ("repos")
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 rate of return and calls for resale of the
securities at a specified time and price. The total amount received on
repurchase would exceed this 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 of 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 the collateral
securities. The Fund intends to limit repurchase agreements to transactions with
institutions believed by LMC to present minimal credit risk.
The Fund does not intend to seek short-term trading profits, although
securities or bullion may be sold whenever management believes it advisible,
regardless of the length of time any particular asset may have been held. The
Fund anticipates that its annual portfolio turnover rate will generally not
exceed 100%. 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. Therefore, depending on market
conditions, the Fund's annual portfolio turnover rate may exceed 100% in a
particular year. For the fiscal years ended June 30, 1995, June 30, 1996 and
June 30, 1997 the portfolio turnover rates were 115.91%, 84.44% and 85.10%
respectively.
Although management will attempt to achieve the Fund's objective, there can
be no assurance that they will be achieved.
RISK CONSIDERATIONS
The Fund's performance and ability to meet its objective will generally be
largely dependent on the market value of gold and other precious metals. The
Fund's professional management seeks to maximize on advances and minimize on
declines by monitoring and anticipating shifts in the relative values of gold
and other precious metals and the securities of various related companies
throughout the world. A substantial portion of the Fund's investments should be
in the securities of foreign issuers. There can be no assurance that the Fund's
objective will be achieved. An investment in the Fund's shares should be
considered part of an overall investment program rather than a complete
investment program. Although there is some degree of risk in all investments,
there are special risks inherent in the Fund's policies of investing in the
securities of companies engaged in mining or processing gold and other precious
metals. These risks include:
1. FLUCTUATIONS IN THE PRICE OF GOLD. The price of gold has been subject to
dramatic downward and upward price movements over short periods of time and may
be affected by unpredictable international monetary and political policies, such
as currency devaluations or revaluations, economic conditions within an
individual country, trade imbalances, or trade or currency restrictions between
countries. The price of gold, in turn, is likely to affect the market prices of
securities of companies mining or processing gold, and accordingly, the value of
the Fund's investments in such securities may also be affected.
2. POTENTIAL EFFECT OF CONCENTRATION OF SOURCE OF SUPPLY AND CONTROL OF
SALES. The two largest national producers of gold bullion are the Republic of
South Africa and the United States of America. Changes in political and economic
conditions affecting either country may have a direct impact on that country's
sales of gold. Under South African law, the one authorized sales agent for gold
produced in South Africa is the Reserve Bank of South Africa, which through its
retention policies controls the time and place of any sale of South African
4
<PAGE>
bullion. The South African Ministry of Mines determines gold mining policy.
South Africa depends significantly on gold sales for the foreign exchange
necessary to finance its imports, and its sales policy is necessarily subject to
economic and political developments.
3. INVESTMENTS IN PRECIOUS METALS. Unlike certain more traditional
investment vehicles such as savings deposits and stocks and bonds, which may
produce interest or dividend income, bullion earns no income return.
Appreciation in the market price of such metals is the sole manner in which the
Fund will be able to realize gains on its investment in bullion. Furthermore,
the Fund may encounter storage and transaction costs in connection with its
ownership of bullion which may be higher than those attendant to the purchase,
holding and disposition of more traditional types of investments.
4. INVESTMENTS IN FOREIGN SECURITIES. A substantial portion of the Fund's
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
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 that 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 per share 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. However, to the extent that a substantial portion of the
Fund's portfolio is invested in American Depository Receipts ("ADR's") or other
securities which can be sold for United States dollars and for which market
quotations are readily available, the Fund is able to minimize such risks.
5. TAX AND CURRENCY LAWS. The Fund's transactions in bullion may, under
some circumstances, preclude its qualifying for the special tax treatment
available to investment companies meeting the requirements of Subchapter M of
the Internal Revenue Code. The Fund may make investment decisions without regard
to the effect on its ability to qualify under Subchapter M of the Internal
Revenue Code, if deemed appropriate by LMC (see "Tax Matters"). In addition,
changes in the tax or currency laws of the U.S. (including, for example,
reinstatement of an interest equalization tax as was previously in effect) and
of foreign countries may inhibit the Fund's ability to pursue or may increase
the cost of pursuing its investment program.
6. UNPREDICTABLE MONETARY POLICIES, ECONOMIC AND POLITICAL CONDITIONS. The
Fund's assets might be less liquid or the change in the value of its assets
might be more volatile (and less related to general price movements in the U.S.
securities markets) than would be the case with investments in the securities of
publicly traded U.S. companies, particularly because the price of gold may be
affected by unpredictable international monetary policies, economic and
political conditions, governmental controls, conditions of scarcity and surplus,
5
<PAGE>
and speculation. In addition, the use of gold or Special Drawing Rights (which
are also used by members of the International Monetary Fund for international
settlements) to settle net deficits and surpluses in trade and capital movements
between nations subjects the supply and demand, and therefore the price of gold
to a variety of economic factors which normally would not affect other types of
investments.
7. INTERNATIONAL AND DOMESTIC MONETARY SYSTEMS. Substantial amounts of gold
bullion serving as primary official reserve assets play a major role in the
international monetary system. Since December 31, 1974, when it again became
legal to invest in gold, several new markets have developed in the United
States. In connection with this legalization of gold ownership, the U.S.
Treasury and the International Monetary Fund ("IMF") embarked upon programs to
dispose of substantial amounts of gold bullion. The last sale by the U.S.
Treasury was carried out in November 1979 and May 1980 marked the completion of
the IMF's program.
8. EXPERTISE OF THE INVESTMENT ADVISER. The successful management of the
Fund's portfolio may be more dependent upon the skills and expertise of its
investment adviser than is the case for most mutual funds because of the need to
evaluate the factors identified above.
Although the concentration of investments by the Fund in securities of
foreign issuers engaged in the mining of gold and precious metals may involve
special considerations and additional investment risks, management believes that
selective investment in such securities may offer a greater return than shares
of domestic industrial issuers.
In addition, the production and marketing of gold and other precious metals
may be affected by the actions of certain governments and changes in existing
governments of the largest gold producing countries. Economic and political
conditions and objectives prevailing in these countries may have direct effects
on the production and marketing of newly produced gold and sales of central bank
gold holdings. Unsettled political conditions prevailing in South Africa and
neighboring countries may pose certain risks to the Fund's investments in South
African issuers. The ability of the Fund to invest in South African companies
may also be affected by changes in American laws or regulations relating to
foreign investments.
INVESTMENT RESTRICTIONS
The Fund's investment program is subject to a number of investment
restrictions which reflect self imposed standards as well as federal and state
regulatory limitations. These restrictions are designed to minimize certain
risks associated with investing in certain types of securities or engaging in
certain transactions. The most significant of these restrictions provide that:
(1) The Fund will concentrate its investments in securities of companies
engaged in exploration, mining, processing, fabrication and distribution of
natural resources (hydrocarbons, minerals, metals of silver, gold, uranium,
platinum and copper). Accordingly, the Fund will have at least 25% of the value
of its assets invested in such securities except during unusual and adverse
economic conditions that may exist in the natural resource industry.
(2) The Fund will not hold more than 5% of the value of its total assets in
the securities of any one issuer or hold more than 10% of the outstanding voting
securities of any one issuer. This restriction applies only to 75% of the value
of the Fund's total assets. Securities issued or guaranteed by the U.S.
Government, its agencies and instrumentalities are excluded from this
restriction.
(3) The Fund will not borrow money, except that (a) the Fund may enter into
certain futures contracts and options related thereto; (b) the Fund may enter
into commitments to purchase securities in accordance with the Fund's investment
program, including delayed delivery and when-issued securities and reverse
repurchase agreements; (c) for temporary emergency purposes, the Fund may borrow
money in amounts not exceeding 5% of the value of its total assets at the time
when the loan is made; (d) the Fund may pledge its gold or its other precious
metals or portfolio securities or receivables or transfer or assign or otherwise
encumber them in an amount not exceeding
6
<PAGE>
one-third of the value of its total assets; and (e) for purposes of leveraging,
the Fund may borrow money from banks (including its custodian bank), only if,
immediately after such borrowing, the value of the Fund's assets, including the
amount borrowed, less its liabilities, is equal to at least 300% of the amount
borrowed, plus all outstanding borrowings. If at any time, the value of the
Fund's assets fails to meet the 300% asset coverage requirement relative only to
leveraging, the Fund will, within three days (not including Sundays and
holidays), reduce its borrowings to the extent necessary to meet the 300% test.
The Fund will only invest in reverse repurchase agreements up to 5% of the
Fund's total assets.
(4) The Fund will not make loans, except that, to the extent appropriate
under its investment program the Fund may (a) purchase bonds, debentures or
other debt securities, including short-term obligations, (b) enter into
repurchase debt securities, including short-term obligations, (c) enter into
repurchase transactions, and (d) lend portfolio securities provided that the
value of such loaned securities does not exceed one-third of the Fund's total
assets.
(5) The Fund will not invest in commodity contracts, except that the Fund
may, to the extent appropriate under its investment program, purchase securities
of companies engaged in such activities, may enter into transactions in
financial and index futures contracts and related options, may engage in
transactions on a when-issued or forward commitment basis, and may enter into
forward currency contracts. Investments in gold bullion or other precious metals
shall not be deemed an investment in a commodity subject to the Fund's
investment restrictions. Transactions in which bullion is taken as payment of
principal, interest or both or as a debt instrument and where the Fund disposes
of bullion for cash will not be subject to this restriction.
The foregoing investment restrictions (as well as certain others set forth
in the Statement of Additional Information) are matters of fundamental policy
which may not be changed without the affirmative vote of the majority of the
shareholders of the Fund.
The investment policies described bellow are non-fundamental, therefore,
changes to such policies may be made in the future by the Board of Directors
without the approval of the shareholders of the Fund:
(1)The Fund will not invest more than 15% of its total net assets in
illiquid securities. Illiquid securities are securities that are not
readily marketable or cannot be disposed of promptly within seven days
and in the usual course of business without taking a materially
reduced price. Such securities include, but are not limited to, time
deposits and repurchase agreements with maturities longer than
seven days. Securities that may be resold under Rule 144A or
securities offered pursuant to Section 4(2) of the Securities Act of
1933, as amended, shall not be deemed illiquid solely by reason of
being unregistered. The Investment Adviser shall determine whether a
particular security is deemed to be liquid based on the trading
markets for the specific security and other factors.
(2)The Fund will not 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. This restriction on the purchase of warrants
does not apply to warrants attached to, or otherwise included in, a
unit with other securities.
(3)The Fund may purchase and sell futures contracts and related options
under the following conditions: (a) the then-current aggregate futures
market prices of financial instruments required to be delivered and
purchased under open futures contracts shall not exceed 30% of the
Fund's total assets, at market value; and (b) no more than 5% of the
assets, at market value at the time of entering into a contract, shall
be committed to margin deposits in relation to futures contracts.
The Statement of Additional Information contains a complete description of
the Fund's restrictions and additional information on policies relating to the
investment of its assets and its activities.
7
<PAGE>
MANAGEMENT OF THE FUND
The business affairs of the Fund are managed under the direction of its
Board of Directors. There are currently eleven directors (eight of whom are
non-affiliated persons) who meet five times each year. The Statement of
Additional Information contains additional information regarding the directors
and officers of the Fund.
PORTFOLIO MANAGER
Robert W. Radsch, CFA, is Vice President and Portfolio Manager of the Fund.
He is also 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
investments in gold, silver and platinum on an international basis having
managed precious metals and international funds for more than 15 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.
INVESTMENT ADVISER, DISTRIBUTOR AND ADMINISTRATOR
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. LFD is the distributor of shares of the Fund.
LMC is paid an investment advisory fee at the annual rate of 1.00% of the
first $30 million on the average daily net assets of the Fund and 0.75% on the
average daily net assets of the Fund in excess of $30 million. In the fiscal
year ended June 30, 1997, LMC earned $444,480 in management fees from the Fund,
which represents 0.90% of the average daily net assets of the Fund for that
period. 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.
LMC 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 LMC for its actual cost in providing such
services, facilities and expenses.
LMC, established in 1938, currently manages over $3.3 billion in assets.
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.
The clients pay fees which LMC considers comparable to the fees paid by
similarly served clients.
LMC and LFD 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. 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, Distributor and Administrator" in the Statement of
Additional Information
HOW TO PURCHASE SHARES
The minimum initial investment for a shareholder is $1,000 and minimum
subsequent investments are $50. Please make your check(s) payable to the
Lexington Strategic Investments Fund, Inc. The Fund will not accept third-party
checks, that is, checks made payable to someone other than the Fund. Third-party
checks include any checks endorsed on the back of the check by a party other
than the Fund. The public offering price of shares of the Fund is their net
asset value per share next determined after receipt and acceptance of the
purchase order at the office of LMC, plus the applicable sales charge, if any.
Lower sales charges are applicable to larger transactions as shown in the
following table:
8
<PAGE>
<TABLE>
<CAPTION>
SALES CHARGE AS SALES CHARGE AS DEALER CONCESSIONS
PERCENTAGE OF THE PERCENTAGE OF NET AS A PERCENTAGE OF
AMOUNT OF PURCHASE OFFERING PRICE AMOUNT INVESTED THE OFFERING PRICE
- ----------------- ------------- --------------- ----------------
<S> <C> <C> <C>
Less than $10,000 5.75% 6.10% 5.00%
$10,000 but less than $25,000 5.50% 5.82% 5.00%
$25,000 but less than $100,000 4.75% 4.99% 4.25%
$100,000 but less
than $250,000 3.75% 3.90% 3.25%
$250,000 but less than $500,000 2.50% 2.60% 2.00%
$500,000 but less than $1,000,000 2.00% 2.04% 1.50%
Over $1,000,000 negotiable
</TABLE>
Commissions are paid to securities dealers who have selling agreements with
LFD and are members of the National Association of Securities Dealers, Inc. From
time to time, LFD may reallow the entire sales commission to selected dealers
who sell or are expected to sell significant amounts of shares during specified
time periods. During periods when 90% or more of the sales commission is
reallowed, such dealers may be deemed to be underwriters as that term is defined
in the Securities Act of 1933.
The sales commission, as set forth in the table above, will be applicable
to purchases made at one time by an individual or an individual and spouse and
their children under the age of 21, or a trustee or fiduciary purchasing
securities for a single trust, estate or a single fiduciary account, even though
more than one beneficiary is involved. This, however, does not include a group
of individuals whose funds are combined, directly or indirectly, for the
purchase of shares of the Fund jointly or through a trustee, agent, custodian or
other representative of such group of individuals. The sales charges will also
be applicable to purchases made at one time by employees of tax exempt
organizations enumerated in Sections 501(c)(3) or (13) of the Internal Revenue
Code and the employee benefit plans qualified under Section 401 of the Internal
Revenue Code and also to employee benefit plans not qualified under Section 401,
provided employees' contributions are made by means of periodic payroll
deductions or otherwise in such manner that the total amount to be invested by
all individuals in the group at one time is remitted in one sum to the Fund
together with a tabulation indicating the amounts to be applied to the benefit
of each such individual.
Shares of the Fund may be purchased at any time at net asset value without
a sales charge by the following: (a) Officers, Directors and employees of the
Fund, the Investment Adviser, the Distributor, broker-dealers who have currently
effective sales agreements with the Distributor and affiliates of such companies
including their spouses and children; (b) any trust, pension or profit sharing
or other benefit plan for the persons described in item (a), above; (c) any
employee benefit plan subject to minimum requirements with respect to number of
employees or amount of contribution which may be established by LFD; (d)
accounts advised or managed by LMC and its affiliates; (e) trust companies and
bank trust departments for funds over which they exercise discretionary
investment authority and which are held in a fiduciary, agency, advisory,
custodial or similar capacity; (f) registered investment advisors; (g)
organizations that provide administrative services to (e) and (f) above; (h)
broker-dealers who maintain omnibus accounts with the Fund. Broker-dealers who
process such orders for their customers may charge a fee for these services; and
(i) persons who have redeemed their Fund shares within the previous 45 days. The
amount which may be so reinvested is limited to an amount up to, but not
exceeding, the redemption proceeds. In order to exercise this privilege, an
order for the purchase of shares must be received by the Fund or LFD within 45
days after redemption; and (j) persons who have previously paid a sales charge
and exchanged their shares into another eligible Lexington Fund. The amount
which may be so reinvested is limited to an amount up to, but not exceeding, the
exchange proceeds. If the shareholder has realized a gain on the redemption or
exchange, the transaction is taxable as a sale of Fund shares and reinvestment
will not alter any Federal tax payable. Net asset value purchases under item
(a)-(g) above are made upon the written assurance that the purchase is made for
investment purposes and the shares purchased may not be resold except through
redemption by the Fund.
9
<PAGE>
LFD, P.O. Box 1515, Park 80 West, Plaza Two, Saddle Brook, New Jersey, is
the distributor of the Fund. Messrs. De Michele, Kantor, Hisey, Lavery and
Corniotes and Ms. Curcio, each a director and/or officer of the Fund, are
affiliated persons of LFD.
NET ASSET VALUE: The net asset value of the shares of the Fund is computed 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 its 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 for the day of valuation
from a third party pricing service will be used. All other securities for which
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 amortized cost. Securities for which
market quotations are not readily available and other assets are valued at fair
value as determined by management and approved in good faith by the Board of
Directors.
Generally, trading in foreign securities, as well as United States
Government securities, money market instruments and repurchase agreements, is
substantially completed each day at various times prior to the close of the New
York Stock Exchange. The values of such securities used in computing the net
asset value of the shares of the Fund are determined as of such times. 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 in good faith by the Directors.
Precious metals held by the Fund are valued daily at fair market value,
based upon price quotations in common use, in such manner as the Board of
Directors from time to time (not less frequently than quarterly) determines in
good faith to reflect most accurately its fair market value. In accordance with
current Board of Directors' policy, management of the Fund employs the mean
between the closing bid and asked quotations for precious metals as supplied by
one or more Toronto or New York broker dealers or banks in its computation of
the net asset value of Fund shares; the Board retains the ultimate
responsibility in this matter. Securities for which (i) market quotations are
not readily available, or (ii) readily available quotations are deemed, by the
Board of Directors, in good faith, not to be representative of the value of
securities held by the Fund, as well as any other assets held in the Fund's
portfolio, are valued at fair value as determined in good faith by, or under the
supervision of, the Fund's officers in a manner specifically authorized by the
Board of Directors; the Board retains the ultimate responsibility in this
matter. Each foreign security held in the Fund's portfolio is valued as of the
close of the New York Stock Exchange in U.S. dollars. Repurchase agreements and
certificates of deposit of maturities of less than 60 days are stated at cost.
For purposes of determining the net asset value per share of the Fund all
assets and liabilities initially expressed in foreign currencies will be
converted into United States dollars at the mean between the bid and offer
prices of such currencies against United States dollars quoted by any major
bank.
LETTER OF INTENT: Any person may sign a letter indicating his intention to
invest a certain amount in shares of the Fund within a period of 13 months. All
purchases made during this period are then at the reduced sales charge
applicable to the total amount of the intended investment. A price readjustment
will be made on shares previously purchased within 90 days of signing a Letter
of Intent if requested by the shareholder. If a shareholder (including spouse
and children under the age of 21) already owns shares of the Fund, the reduced
sales charge applicable to all purchases under the Letter of Intent is the
charge which would apply to a single purchase of such amount plus the net asset
value of shares of the Fund already owned.
10
<PAGE>
Dividends and distributions of capital gains paid in shares of the Fund at
net asset value will not apply towards the completion of the Letter of Intent.
The signing of a Letter of Intent does not bind the investor to purchase the
full amount indicated, but the investor must complete the intended purchase to
obtain the reduced sales charge. The Letter of Intent provides that the transfer
agent will hold in escrow, shares valued at 5% of the amount of the intended
purchase to assure payment of additional sales charges if the intended purchase
amount is not made. The shareholder is required to remit to LFD the amount of
the additional sales charges applicable to shares already purchased because of
such reduced investment. If the shareholder does not pay such difference within
20 days after receipt of a written request, the transfer agent will redeem the
number of escrowed shares necessary to realize such difference in sales charges
and the balance, if any, of the escrow shares will then be released. A form of
Letter of Intent is included in the purchase application.
SHAREHOLDER SERVICING AGENTS: The Fund may enter into Shareholder Servicing
Agreements with one or more Shareholder Servicing Agents. The Shareholder
Servicing Agent may, as agent for its customers, among other things: answer
customer inquiries regarding account history and purchase and redemption
procedures; assist shareholders in designating and changing dividend options,
account designations and addresses; provide necessary personnel and facilities
to establish and maintain shareholder accounts and records; assist in processing
purchase and redemption transactions; arrange for the wiring of funds; transmit
and receive funds in connection with customer orders to purchase or redeem
shares; verify and guarantee shareholder signatures in connection with
redemption orders and transfers and changes in shareholder-designated accounts;
furnish monthly and year-end statements and confirmations of purchases and
redemptions; transmit, on behalf of the Fund, proxy statements, annual reports,
updated prospectuses and other communications to shareholders of the Fund;
receive, tabulate and transmit to the Fund proxies executed by shareholders with
respect to meetings of shareholders of the Fund; and provide such other related
services as the Fund or a shareholder may request. For these services, each
Shareholder Servicing Agent receives fees, which may be paid periodically,
provided that such fees will not exceed, on an annual basis, 0.25% of the
average daily net assets of the Fund represented by shares owned during the
period for which payment is made. Each Shareholder Servicing Agent may, from
time to time, voluntarily waive all or a portion of the fees payable to it.
ACCUMULATION PRIVILEGE: In determining the applicable sales charge, the amount
of a shareholder's investment will be considered as the amount of the purchase
plus the total net asset value of all shares of the Fund already owned by the
shareholder (including spouse and children under the age of 21). The reduced
sales charge applies to the total amount of money then being invested and not
just to the portion of such amount which exceeds the break point above which a
reduced sales charge applies. It is the responsibility of the shareholder to
notify the transfer agent or LFD in writing that a purchase qualifies for a
reduced sales charge.
THE OPEN ACCOUNT: By investing in the Fund, shareholders appoint State Street
Bank and Trust Company (the "Agent") as their representative, to establish an
Open Account to which all shares purchased will be credited, together with any
dividends and capital gain distributions which are paid in additional shares.
Please make your check(s) payable to the Lexington Strategic Investments Fund,
Inc. The Fund will not accept third-party checks, that is, checks made payable
to someone other than the Fund. Third-party checks include any checks endorsed
on the back of the check by a party other than the Fund. Stock certificates will
be issued for full shares and only when requested in writing. Unless payment for
shares is made by Federal funds wire, certificates will not be issued for 30
days. In order to facilitate redemptions and transfers, most shareholders elect
not to receive certificates.
AUTOMATIC INVESTING PLAN WITH "LEX-O-MATIC": A shareholder may arrange to make
additional purchases of shares automatically on a monthly or quarterly basis.
The investments of $50 or more are automatically deducted from a checking
account on or about the 15th day of each month. The institution must be an
Automated Clearing House (ACH) member. Should an order to purchase shares of a
fund be cancelled because your automated transfer does not clear, you will be
responsible for any resulting loss incurred by that fund. The shareholder
reserves the right to discontinue the Lex-O-Matic program provided written
notice is given ten days prior to the scheduled investment date. Further
information regarding this service can be obtained from Lexington by calling
1-800-526-0056.
11
<PAGE>
TERMS OF OFFERING: The Fund reserves the right to reject any order, and to waive
or lower the investment minimums with respect to any person or class of persons,
including shareholders of the Fund's retirement plan programs. An order to
purchase shares is not binding on the Fund until it has been confirmed by the
Agent. If an order to purchase shares is cancelled because the investor's check
does not clear, the purchaser will be responsible for any loss incurred by the
Fund. To recover any such loss, the Fund reserves the right to redeem shares
owned by the purchaser, and may prohibit or restrict the purchaser in placing
future orders in the Fund.
ACCOUNT STATEMENTS: The Agent will send shareholders who are either purchasing
or redeeming shares of the Fund a confirmation of the transaction indicating the
date the purchase or redemption was accepted, the number of shares purchased or
redeemed, the purchase or redemption price per share and the total amount
purchased or redemption proceeds. A statement is also sent to shareholders
whenever a distribution is paid, or when a change in the registration, address
or dividend option occurs. Shareholders are urged to retain their account
statement for tax purposes.
HOW TO REDEEM SHARES
By Mail: Send to the Agent (1) a written request for redemption, signed by each
registered owner exactly as the shares are registered including the name of the
Fund, account number and exact registration; (2) stock certificates for any
shares to be redeemed which are held by shareholders; (3) signature guarantees,
when required; and (4) the additional documents required for redemptions by
corporations, executors, administrators, trustees, and guardians. Redemptions by
mail will not become effective until all documents in proper form have been
received by the Agent. The Agent's address can be found on the back cover of
this prospectus. The redemption price will be the net asset value per share of
the Fund next determined after receipt by the Agent of a redemption request in
proper form. Shareholders who have questions regarding the requirements for
redeeming shares, may call the Fund at the toll-free number on the front cover
of this Prospectus prior to submitting a redemption request. The redemption
price may be more or less than the shareholder's cost depending on the market
value of the securities held by the Fund at the time of redemption.
Checks for redemption proceeds will be mailed within seven days of receipt
of all required documents in proper form but will not be mailed until checks in
payment for the shares to be redeemed have been cleared which may take up to 15
days. (See "Redemption of Shares" in the Statement of Additional Information).
BY TELEPHONE: The telephone redemption privilege is established by checking the
box on your account application. Shareholders who have previously established
accounts and wish to have the telephone redemption privilege may call our
Shareholder Services Department at 1-800-526-0056 between 9:00 A.M. and 5:00
P.M. Eastern Time and request a Telephone Authorization Form.
Shareholders redeeming at least $1,000 worth of shares (for which
certificates have not been issued) may effect a telephone redemption by calling
our Shareholder Services Department at 1-800-526-0056 Monday-Friday between 9
A.M. and 4 P.M. Eastern Time. A telephone redemption in good order will be
processed at the net asset value of the Fund next determined. There is a maximum
telephone redemption limit of $25,000.
The redemption proceeds will be made payable to the registered
shareholder(s) and forwarded to the address of record. The Transfer Agent will
restrict the mailing of telephone redemption proceeds to a shareholder's address
of record within 30 days of such address being changed, unless the shareholder
provides a signature guaranteed letter of instruction. (See Telephone
Exchange/Redemption Provisions).
SIGNATURE GUARANTEE: Signature guarantees are required in connection with (a)
redemptions by mail involving $25,000 or more; (b) all redemptions by mail,
regardless of the amount involved, when the proceeds are to be paid to someone
other than the registered owners; and (c) share transfer requests.
The Agent requires that the guarantor be either a commercial bank which is
a member of the Federal Deposit Insurance Corporation, a trust company, a
savings and loan association, a savings bank, a federally or state chartered
12
<PAGE>
credit union, a member firm of a domestic stock exchange, or a foreign branch of
any of the foregoing. NOTARY PUBLICS ARE NOT ACCEPTABLE GUARANTORS.
With respect to redemption requests submitted by mail, the signature
guarantees must appear either: (a) on the written request for redemption; (b) on
a separate instrument of assignment ("stock power") which should be completed
and specify the total number of shares to be redeemed; or (c) on all stock
certificates tendered for redemption and, if shares held by the Agent are also
being redeemed, on the letter or stock power.
The right of redemption may be suspended (a) for any period during which
the New York Stock Exchange is closed or the Securities and Exchange Commission
("SEC" or "Commission") determines that trading on the Exchange is restricted,
(b) when there is an emergency as determined by the SEC as a result of which it
is not reasonably practicable for the Fund to dispose of securities owned by it
or to determine fairly the value of its net assets, or (c) for such other period
as the SEC may by order permit for the protection of shareholders of the Fund.
Due to the proportionately high cost of maintaining smaller accounts, the Fund
reserves the right to redeem all shares in an account with a value of less than
$500 other than as a result of a change in net asset value and mail the proceeds
to the shareholder. Shareholders will be notified before these redemptions are
to be made and will have thirty (30) days to make an additional investment to
bring their accounts up to the required minimum.
SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE
Shares of the Fund may be exchanged for shares of Lexington Money Market
Trust on the basis of relative net asset value per share, without sales charge,
at the time of the exchange. Shares purchased at the public offering price
(including shares purchased at net asset value) that were exchanged into
Lexington Money Market Trust may be exchanged back into the Fund at net asset
value. In the event shares of Lexington Strategic Investments Fund, Inc. being
exchanged by a single investor have a value in excess of $500,000, the shares of
the Fund will not be purchased until the third business day following the
redemption of the shares being exchanged in order to enable the redeeming fund
to utilize normal securities settlement procedures in transferring the proceeds
of the redemption to the Fund.
Shareholders may exchange all or part of their shares, subject to the
conditions described herein. The Exchange Privilege enables a shareholder to
acquire shares in a fund with a different investment objective when the
shareholder believes that a shift between funds is an appropriate investment
decision. Shareholders contemplating an exchange should obtain and review the
prospectus of the fund to be acquired. If an exchange involves investing in a
Lexington Fund not already owned, and a new account has to be established, the
dollar amount exchanged must meet the minimum initial investment of the fund
being purchased. If, however, an account already exists in the fund being
bought, there is a $500 minimum exchange requirement. Shareholders must provide
the account number of the existing account. Any exchange between funds is, in
effect, a redemption of shares in one fund and a purchase in the other fund.
Shareholders should consider the possible tax effects of an exchange. The
transfer agent currently imposes a $10 charge for exchange transactions.
TELEPHONE EXCHANGE/REDEMPTION PROVISIONS--Exchange or redemption instructions
may be given in writing or by telephone. Telephone exchanges/redemptions may
only be made if a Telephone Authorization form has been previously executed and
filed with LFD. This privilege is not available on retirement accounts.
TELEPHONE EXCHANGES/REDEMPTIONS ARE PERMITTED ONLY AFTER A MINIMUM OF 7 DAYS
HAVE ELAPSED FROM THE DATE OF A PREVIOUS TELEPHONE EXCHANGE/REDEMPTION. However,
written redemption requests are not subject to this restriction. (See "How to
redeem by mail").
Telephonic exchanges/redemptions can only involve shares held on deposit at
the Agent; shares held in certificate form by the shareholder cannot be
included. However, outstanding certificates can be returned to the Agent and
qualify for these services. Any new account established with the same
registration will also have the privilege of
13
<PAGE>
exchange/redemption by telephone in the Lexington Funds. All accounts involved
in a telephone exchange must have the same registration and dividend option as
the account from which the shares were transferred, and will also have the
privilege of exchange by telephone in the Lexington Funds in which these
services are available.
By accepting the telephone exchange and telephone redemption privilege as
signed for on the new account application you appoint LFD, distributor of the
Lexington Group of Mutual Funds, as the true and lawful attorney to surrender
for redemption or exchange any and all non-certificate shares held by the Agent
in account(s) designated, or in any other account with the Lexington Funds,
present or future which has the identical registration, authorize and direct LFD
to act upon any instructions from any person by telephone for exchange or
redemption of shares held in any of these accounts, to purchase shares of any
other Lexington Fund that is available, provided the registration and mailing
address of the shares to be purchased are identical to the registration of the
shares being redeemed, and agree that neither LFD, the Agent, or the Fund(s)
will be liable for any loss, expense or cost arising out of any requests
effected in accordance with this authorization which would include requests
effected by impostors or persons otherwise unauthorized to act on behalf of the
account subject to the procedures outlined below. LFD, the Agent and the Fund,
will employ reasonable procedures to confirm that instructions communicated by
telephone are genuine and if they do not employ reasonable procedures they may
be liable for any losses due to unauthorized or fraudulent instructions. The
following identification procedures may include, but are not limited to, the
following: account number, registration and address, taxpayer identification
number and other information particular to the account. In addition, all
telephone exchange and redemption transactions will take place on recorded
telephone lines and each transaction will be confirmed in writing by the Fund.
(LFD reserves the right to cease to act as attorney subject to the above
appointment upon thirty (30) days written notice to the address of record.) If
the Shareholder is an entity other than an individual, such entity may be
required to certify that certain persons have been duly elected and are now
legally holding the titles given and that the said corporation, trust,
unincorporated association, etc. is duly organized and existing and has the
power to take action called for by this continuing authorization.
Telephone Authorization forms and prospectuses of the other Funds may be
obtained from LFD.
LFD has made arrangements with certain dealers to accept instructions by
telephone to exchange shares of the Fund or shares of one of the other Lexington
Funds at net asset value as described above. Under this procedure, the dealer
must agree to indemnify LFD and the Funds from any loss or liability that any of
them might incur as a result of the acceptance of such telephone exchange
orders. A properly signed Telephone Authorization form must be received by LFD
within 5 days of the exchange request. LFD reserves the right to reject any
telephone exchange request. Any telephone exchange or redemption orders so
rejected may be processed by mail.
This exchange offer is available only in states where shares of the Fund
being acquired may legally be sold and may be modified or terminated at any time
by the Fund. Broker-dealers who process exchange orders on behalf of their
customers may charge a fee for their services. Such fee may be avoided by making
requests for exchange directly to the Fund or Agent.
TRANSFER: Shares of the Fund may be transferred to another owner. A
signature guarantee is required on the letter of instruction or accompanying
completed stock power.
SYSTEMATIC WITHDRAWAL PLAN: Shareholders may elect to withdraw cash in fixed
amounts from their accounts at regular intervals. The minimum investment to
establish a Systematic Withdrawal Plan is $10,000. If the proceeds are to
be mailed to someone other than the registered owner, a signature guarantee
is required. Systematic withdrawals occur on the 28th of each month. If the
28th falls on a weekend or holiday, the withdrawal will occur on the preceding
business day.
TAX-SHELTERED RETIREMENT PLANS
The Fund offers a Prototype Pension and Profit Sharing Plan, including a
Keogh Plan, IRA's, SEP-IRA's and IRA Rollover Accounts, 401(k) Plans and
403(b)(7) Plans. Plan support services are available through the Shareholder
Services Department of LMC. For further information call 1-800-526-0056.
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<PAGE>
DIVIDEND, DISTRIBUTION AND REINVESTMENT POLICY
The Fund intends to pay dividends semi-annually from net investment income
and net capital gain income annually (December) if earned and as declared by its
Board of Directors.
Any dividends and distribution payments will be reinvested at net asset
value, without sales charge, in additional full and fractional shares of the
Fund unless and until the shareholder notifies the Agent in writing that he
wants to receive his payments in cash. This request must be received by the
Agent at least seven days before the dividend record date. Upon receipt by the
Agent of such written notice, all further payments will be made in cash until
written notice to the contrary is received. An account of such shares owned by
each shareholder will be maintained by the Agent. Shareholders whose accounts
are maintained by the Agent will have the same rights as other shareholders with
respect to shares so registered (see "How to Purchase Shares--The Open
Account").
TAX MATTERS
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"), including requirements with respect to diversification of
assets, distribution of income and sources of income. It is the Fund's policy to
distribute to shareholders all of its investment income (net of expenses) and
any capital gains (net of capital losses) so that, in addition to satisfying the
distribution requirement of Subchapter M, the Fund will not be subject to
federal income tax or the 4% excise tax on any of its income.
Distributions by the Fund of its net investment income and the excess, if
any, of its net short-term capital gain over its net long-term capital loss are
taxable to shareholders as ordinary income. These distributions are treated as
dividends for federal income tax purposes, but in any year only a portion
thereof (which cannot exceed the aggregate amount of qualifying dividends from
domestic corporations received by the Fund during the year) may qualify for the
70% dividends-received deduction for corporate shareholders. Dividends from
foreign corporations, interest income, and short-term capital gains, do not
qualify for the dividends-received deduction. Distributions by the Fund of the
excess, if any, of its net long-term capital gain over its net short-term
capital loss are designated as capital gain dividends and are taxable to
shareholders as long-term capital gains, regardless of the length of time a
shareholder has held his shares.
Under certain circumstances, the Fund may elect to "pass-through" to its
shareholders income taxes or any other creditable taxes paid by the Fund to
foreign governments during the year. Each shareholder will be required to
include his pro rata portion of these foreign taxes in his gross income, but
will be able to deduct or (subject to certain limitations) claim a foreign tax
credit for such amount.
Distributions to shareholders will be treated in the same manner for
federal income tax purposes whether received in cash or reinvested in additional
shares of the Fund. In general, distributions by the Fund are taken into account
by the shareholders in the year in which they are made. However, certain
distributions made during January will be treated as having been paid by the
Fund and received by the shareholders on December 31 of the preceding year. A
statement setting forth the federal income tax status of all distributions made
or deemed made during the year, including any amount of creditable foreign taxes
"passed through", will be sent to shareholders promptly after the end of each
year.
Under the back-up withholding rules of the Code, certain shareholders may
be subject to 31% withholding of federal income tax on ordinary income
dividends, capital gain dividends and redemption payments made by the Fund. In
order to avoid this back-up withholding, a shareholder must provide the Fund
with a correct taxpayer identification number (which for most individuals is
their Social Security number) or certify that it is a corporation or otherwise
exempt from or not subject to back-up withholding. The new account application
included with this Prospectus provides for shareholder compliance with these
certification requirements.
The foregoing discussion of federal income tax consequences does not
address the treatment of foreign shareholders, and is based on tax laws and
regulations in effect on the date of this Prospectus, and is subject to change
15
<PAGE>
by legislative or administrative action. As the foregoing discussion is for
general information only, a prospective shareholder should also review the more
detailed discussion in the Statement of Additional Information of federal income
tax considerations relevant to an investment in the Fund. In addition, each
prospective shareholder should consult with his own tax adviser as to the tax
consequences of his investment in the Fund, including any state and local taxes
which may apply to him.
PERFORMANCE CALCULATION
The Fund will calculate performance on a total return basis for various
periods. The total return basis combines principal and dividend income changes
for the periods shown. Principal changes are based on the difference between the
beginning and closing net asset values for the period and assume reinvestment of
dividends paid by the Fund. Dividends are comprised of net realized capital
gains and net investment income.
Performance will vary from time to time and past results are not
necessarily representative of future results. It should be remembered that
performance is a function of portfolio management in selecting the type and
quality of portfolio securities and is affected by operating expenses.
Comparative performance information may be used from time to time in
advertising or marketing of the Fund's shares, including data from Lipper
Analytical Services, Inc. or major market indices such as the Dow Jones
Industrial Average Index and Standard & Poor's 500 Composite Stock Price Index.
Such comparative performance information will be stated in the same terms in
which the comparative data and indices are stated. Further information about the
Fund's performance is contained in the annual report, which may be obtained
without charge.
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 and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, is 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.
COUNSEL AND INDEPENDENT AUDITORS
Kramer, Levin, Naftalis & Frankel, 919 Third Avenue, New York 10022, will
pass upon legal matters for the Fund in connection with the shares offered by
this Prospectus.
KPMG Peat Marwick LLP, 345 Park Avenue, New York, New York 10154, has been
selected as independent auditors for the Fund for the fiscal year ending June
30, 1998.
OTHER INFORMATION
The Fund is an open-end diversified management investment company. The Fund
was originally incorporated as a Texas corporation on May 13, 1974 with
200,000,000 no par value shares authorized. The Fund was re-organized as a
corporation under the laws of the State of Maryland on June 8, 1992. The Fund
has authorized capital of 1,000,000,000 shares of common stock $.001 par value.
Each share of common stock has one vote and shares equally in dividends and
distributions when and if declared by the Fund and in the Fund's net assets upon
liquidation. All shares, when issued, are fully paid and non-assessable. There
are no preemptive, conversion or exchange rights. Fund shares do not have
cumulative voting rights and, as such,
16
<PAGE>
holders of at least 50% of the shares voting for Directors can elect all
Directors and the remaining shareholders would not be able to elect any
Directors.
The Code of Ethics adopted by the Adviser and the Fund prohibits all
affiliated personnel from engaging in personal investment activities which
compete with or attempt to take advantage of the Fund's planned portfolio
transactions. The objective of each Code of Ethics is that the operations of the
Adviser and Fund be carried out for the exclusive benefit of the Fund's
shareholders. Both the Adviser and the Fund maintain careful monitoring of
compliance with the Code of Ethics.
The Fund will not normally hold annual shareholder meetings except as
required by Maryland General Corporation Law or the Investment Company Act of
1940, as amended. However, meetings of shareholders may be called at any time by
the Secretary upon the written request of shareholders holding in the aggregate
not less than 25% of the outstanding shares, such request specifying the
purposes for which such meeting is to be called. In addition, the Directors will
promptly call a meeting of shareholders for the purpose of voting upon the
question of removal of any Director when requested to do so in writing by the
recordholders of not less than 10% of the Fund's outstanding shares. The Fund
will assist shareholders in any such communication between shareholders and
Directors.
A Registration Statement (the "Registration Statement"), of which this
Prospectus is a part, has been filed with the Commission, Washington, D.C.,
under the Securities Act of 1933, as amended.
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and in the Fund's
official sales literature in connection with the off presentations must not be
relied upon as having been authorized by the Fund. This Prospectus does not
constitute an offer in any state in which, or to any person to whom, such
offering may not lawfully be made. "A Statement of Additional Information", to
which reference is made in this Prospectus, provides further discussion of
certain areas in the Prospectus and other matters which may be of interest to
some investors and is available by request without cost as indicated herein. The
Prospectus and the Statement of Additional Information omit certain information
contained in the Registration Statement, to which reference is made, filed with
the Commission. Items which are thus omitted, including contracts and other
documents referred to or summarized herein and therein, may be obtained from the
Commission upon payment of the prescribed fees.
17
<PAGE>
INVESTMENT ADVISER
- --------------------------------------------------------------------------------
LEXINGTON MANAGEMENT CORPORATION
P.O. Box 1515/Park 80 West Plaza Two
Saddle Brook, New Jersey 07663
DISTRIBUTOR
- --------------------------------------------------------------------------------
LEXINGTON FUNDS DISTRIBUTOR, INC.
P.O. Box 1515/Park 80 West Plaza Two
Saddle Brook, New Jersey 07663
ALL SHAREHOLDER REQUESTS FOR SERVICES OF ANY KIND SHOULD BE
SENT TO:
TRANSFER AGENT
- --------------------------------------------------------------------------------
STATE STREET BANK AND TRUST COMPANY
c/o National Financial Data Services
1004 Baltimore
Kansas City, Missouri 64105
OR CALL TOLL FREE:
SERVICE: 1-800-526-0056
24 HOUR ACCOUNT INFORMATION: 1-800-526-0052
TABLE OF CONTENTS PAGE
- --------------------------------------------------------------------------------
Fee Table 2
Financial Highlights 2
Description of the Fund 3
Investment Objective and Policies 3
Risk Considerations 4
Investment Restrictions 6
Management of the Fund 8
Investment Adviser, Distributor and Administrator 8
How to Purchase Shares 8
How to Redeem Shares 12
Shareholder Services 13
Tax-Sheltered Retirement Plans 14
Dividend, Distribution and Reinvestment Policy 15
Tax Matters 15
Performance Calculation 16
Custodians, Transfer Agent and
Dividend Disbursing Agent 16
Counsel and Independent Auditors 16
Other Information 16
LEXINGTON
LEXINGTON
STRATEGIC
INVESTMENTS
FUND, INC.
- --------------------------------------------------------------------------------
n
\b\ Gold and Precious Metals
\b\ Common Stock and Bullion
\b\ No Redemption Charge
- --------------------------------------------------------------------------------
[logo]
The Lexington Group
of
Investment Companies
PROSPECTUS
OCTOBER 28, 1997
================
<PAGE>
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
OCTOBER 28, 1997
This Statement of Additional Information which is not a prospectus, should
be read in conjunction with the current prospectus of Lexington Strategic
Investments Fund, Inc. (the "Fund"), dated October 28, 1997, and 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 toll-free numbers:
Shareholder Services Information:--1-800-526-0056
Sales Information:--1-800-367-9160
24-Hour Account Information:--1-800-526-0052
Lexington Management Corporation ("LMC") is the Fund's investment adviser.
Lexington Funds Distributor, Inc. ("LFD") is the Fund's distributor.
TABLE OF CONTENTS
PAGE
Investment Restrictions .................................................... 2
Investment Adviser, Distributor and Administrator .......................... 3
Portfolio Turnover and Brokerage Commissions ............................... 4
Redemption of Shares ....................................................... 5
Tax Sheltered Retirement Plans ............................................. 5
Dividends, Distribution and Reinvestment Policy ............................ 6
Tax Matters ................................................................ 6
Performance Calculation .................................................... 10
Independent Auditors ....................................................... 10
Custodians, Transfer Agent, and Dividend Disbursing Agent .................. 10
Management of the Fund ..................................................... 11
Independent Auditors' Report ............................................... 14
Financial Statements ....................................................... 15
1
<PAGE>
INVESTMENT RESTRICTIONS
The Fund's investment objective, as described under "Investment Objective
and Policies" in the Fund's prospectus, and the following investment
restrictions are matters or 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 shareholders' 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. Under these investment restrictions:
(1) The Fund will not issue any senior security (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), except that
(a) the Fund may enter into commitments to purchase securities in
accordance with the Fund's investment program, including reverse repurchase
agreements, foreign exchange contracts, delayed delivery and when-issued
securities, which may be considered the issuance of senior securities; (b)
the Fund may engage in transactions that may result in the issuance of a
senior security to the extent permitted under applicable regulations,
interpretations of the 1940 Act or an exemptive order; (c) the Fund may
engage in short sales of securities to the extent permitted in its
investment program and other restrictions; (d) the purchase or sale of
futures contracts and related options shall not be considered to involve
the issuance of senior securities; and (e) subject to fundamental
restrictions, the Fund may borrow money as authorized by the 1940 Act.
(2) The Fund will concentrate its investments in securities of
companies engaged in exploration, mining, processing, fabrication and
distribution of natural resources (hydrocarbons, minerals, metals of
sliver, gold, uranium, platinum and copper). Accordingly, the Fund will
have at least 25% of the value of its assets invested in such securities
except during unusual and adverse economic conditions that may exist in the
material resource industry.
(3) The Fund will not hold more than 5% of the value of its total
assets in the securities of any one issuer or hold more than 10% of the
outstanding voting securities of any one issuer. This restriction applies
only to 75% of the value of the Fund's total assets. Securities issued or
guaranteed by the U.S. Government, its agencies and instrumentalities are
excluded from this restriction.
(4) The Fund will not borrow money, except that (a) the Fund may enter
into certain futures contracts and options related thereto; (b) the Fund
may enter into commitments to purchase securities in accordance with the
Fund's investment program, including delayed delivery and when-issued
securities and reverse repurchase agreements; (c) for temporary emergency
purposes, the Fund may borrow money in amounts not exceeding 5% of the
value of its total assets at the time when the loan is made; (d) the Fund
may pledge its gold or its other precious metals or portfolio securities or
receivables or transfer or assign or otherwise encumber them in an amount
not exceeding one-third of the value of its total assets; and (e) for
purposes of leveraging, the Fund may borrow money from banks (including its
custodian bank), only if, immediately after such borrowing, the value of
the Fund's assets, including the amount borrowed, less its liabilities, is
equal to at least 300% of the amount borrowed, plus all outstanding
borrowings. If at any time, the value of the Fund's assets fails to meet
the 300% asset coverage requirement relative only to leveraging, the Fund
will, within three days (not including Sundays and holidays), reduce its
borrowings to the extent necessary to meet the 300% test. The Fund will
only invest in reverse repurchase agreements up to 5% of the Fund's total
assets.
(5) The Fund will not act as an underwriter of securities except to
the extent that, in connection with the disposition of portfolio securities
by the Fund, the Fund may be deemed to be an underwriter under the
provisions of the Securities Act of 1933, as amended (the "1933 Act").
(6) The Fund will not purchase real estate, interests in real estate
or real estate limited partnership interests except that, to the extent
appropriate under its investment program, the Fund may invest in securities
secured by real estate or interests therein or issued by companies,
including real estate investment trusts, which deal in real estate or
interests therein.
(7) The Fund will not make loans, except that, to the extent
appropriate under its investment program, the Fund may (a) purchase bonds,
debentures or other debt securities, including short-term obligations, (b)
enter into repurchase transactions and (c) lend portfolio securities or
bullion provided that the value of such loaned securities does not exceed
one-third of the Fund's total assets.
(8) The Fund will not invest in commodity contracts, except that the
Fund may, to the extent appropriate under its investment program, purchase
securities of companies engaged in such activities, may enter into
transactions in financial and index futures contracts and related options,
may engage in transactions on a when-issued or forward commitment basis,
and may enter into forward currency contracts. Investments in gold bullion
or other precious metals shall not be deemed an investment in a commodity
subject to the Fund's investment restrictions. Transaction in which gold
bullion is taken as payment of principal, interest or both or as a debt
instrument and where the Fund disposes of gold bullion for cash will not be
subject to this restriction.
2
<PAGE>
In addition to the above fundamental restrictions, the Fund has undertaken
the following non-fundamental restrictions, which may be changed in the future
by the Board of Directors, without a vote of the shareholders of the Fund:
(1) The Fund will not purchase the securities of any other investment
company, except as permitted under the 1940 Act.
(2) The Fund will not invest more than 15% of its total net assets in
illiquid securities. Illiquid securities are securities that are not
readily marketable or cannot be disposed of promptly within seven days and
in the usual course of business without taking a materially reduced price.
Such securities include, but are not limited to, time deposits and
repurchase agreements with maturities longer than seven days. Securities
that may be resold under Rule 144A or securities offered pursuant to
Section 4(2) of the 1933 Act, as amended, shall not be deemed illiquid
solely by reason of being unregistered. The Investment Adviser shall
determine whether a particular security is deemed to be liquid based on the
trading markets for the specific security and other factors.
(3) The Fund will not make short sales of securities, other than short
sales "against the box," or purchase securities on margin except for
short-term credits necessary for clearance of portfolio transactions,
provided that this restriction will not be applied to limit the use of
options, futures contracts and related options, in the manner otherwise
permitted by the investment restrictions, policies and investment programs
of the Fund.
(4) The Fund will not write, purchase or sell puts, calls on
underlying securities. However, the Fund may invest up to 15% of the value
of its assets in warrants. This restriction on the purchase of warrants
does not apply to warrants attached to, or otherwise included in, a unit
with other securities.
(5) The Fund will not invest for the purpose of exercising control
over or management of any company.
(6) The Fund may purchase and sell futures contracts and related
options under the following conditions: (a) the then-current aggregate
futures market prices of financial instruments required to be delivered and
purchased under open futures contracts shall not exceed 30% of the Fund's
total assets, at market value; and (b) no more than 5% of the assets, at
market value at the time of entering into a contract, shall be committed to
margin deposits in relation to futures contracts.
(7) The Fund will not purchase debt securities, including convertible
securities, if at the time of purchase more than 5% of the Fund's total
assets would be invested in debt securities rated below investment grade or
unrated securities comparable thereto.
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 change in values or net
assets.
INVESTMENT ADVISER, DISTRIBUTOR AND ADMINISTRATOR
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.
Under the terms of the investment advisory 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 expenses
of officers and directors of the Fund who are also employees of LMC or its
affiliates in carrying out its duties under the investment advisory 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 directors' fees, and furnishes LFD at printers overrun cost, such
copies of its prospectus, annual, semi-annual and other reports and shareholder
communications as may be reasonably required for sales purposes.
LMC is paid an investment advisory fee at the annual rate of 1.00% of the
first $30 million of the average daily net assets of the Fund and 0.75% of the
average daily net assets of the Fund in excess of the first $30 million. LMC's
investment advisory fee will be reduced for any fiscal year by any amount
necessary to prevent Fund expenses from exceeding the most restrictive expense
limitations imposed by the securities laws or regulations of those states or
jurisdictions in which the Fund's shares are registered or qualified for sale.
Brokerage fees and commissions, taxes, interest and extraordinary expenses are
not deemed to be expenses of the Fund for such reimbursement. For 1997, LMC has
agreed to voluntarily limit the total expenses of the Fund (including management
fees, but excluding interest, taxes, brokerage commissions and extraordinary
expenses) to an annual rate at 2.50% of the Fund's average daily net assets. No
reimbursement was required for the year ended June 30, 1997.
3
<PAGE>
LMC's services are provided and its fee is paid pursuant to an investment
advisory agreement, dated December 13, 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 Directors, including a majority of directors who
are not parties to the agreement or "interested persons" of such parties, as
such term is defined under the 1940 Act.
For the fiscal years ended June 30, 1997, 1996 and 1995, LMC earned
investment advisory fees of $444,480, $737,722 and $902,569 respectively, and
there were no fee reductions.
LMC 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 LMC for its actual cost in providing such
services, facilities and expenses.
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
Directors, including a majority of directors who are not "interested persons."
For the Fund's fiscal years ended June 30, 1997, 1996, and 1995, LFD collected
front-end sales loads from the Fund in the amount of (in thousands) $96.2,
$182.4 and $719.3, respectively in underwriting commissions, and retained (in
thousands) $17.2, $48.4 and $260.2, respectively. During the fiscal year ended
June 30, 1997, LFD received no other commissions or compensation from the Fund
either directly or indirectly.
LMC is a wholly owned subsidiary of Lexington Global Asset Managers, Inc.,
a publicly traded corporation. 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 directors, officers or employees ("affiliates persons") of the Fund,
Messrs. Corniotes, DeMichele, Faust, Hisey, Kantor, Lavery, and Radsch and Mmes.
Carnicelli, Carr-Waldron, Curcio, Dubis, Gilfillan, Lederer and Mosca (see
"Management of the Fund"), may also be deemed affiliates of LMC by virtue of
being officers, directors or employees thereof. As of September 30, 1997, all
officers and directors of the Fund as a group owned of record and beneficially
less than 1% of the outstanding shares of the Fund.
PORTFOLIO TURNOVER AND BROKERAGE COMMISSIONS
As a general matter, purchases and sales of portfolio securities by the
Fund are placed by LMC 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
advisory agreement, management consideration may be given in the selection of
broker-dealers to research provided and payment may be made of a commission
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 and Exchange
Act of 1934 are met. Section 28(e) of the Securities and Exchange Act of 1934
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 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 and its affiliates in serving other clients as
well as the Fund. On the other hand, any research services obtained by LMC or
its affiliates from the placement of portfolio brokerage of other clients might
be useful and of value to LMC 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. 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 which
render to the Fund services which LMC is not required to provide. The
4
<PAGE>
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.
The brokerage commissions paid and portfolio turnover rates are as follows:
TOTAL BROKERAGE PORTFOLIO TURNOVER
COMMISSIONS PAID RATE
---------------- ----------------
1995 .................... $381,584 115.91%
1996 .................... 472,547 84.44%
1997 .................... 240,865 85.10%
REDEMPTION OF SHARES
The Fund has elected, pursuant to Rule 18F-1 of the 1940 Act, to pay in
cash all requests for redemption by any shareholder of record, limited in
amount, however, during any 90-day period to the lesser of $250,000 or 1% of the
value of the Fund's net assets at the beginning of such period. Such commitment
is irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of request for redemptions in excess of such amounts,
the Board of Directors reserves the right to make payments in whole or in part
in securities or other assets of the Fund in case of an emergency, or if the
payments of such redemption in cash would be detrimental to the existing
shareholders of the Fund. In such circumstances the securities distributed would
be valued at the price used to compute the Fund's net assets. Should the Fund do
so, a shareholder may incur brokerage fees in converting the securities to cash.
TAX SHELTERED RETIREMENT PLANS
The Fund makes available a variety of Prototype Pension and Profit Sharing
Plans including a 401(k) Plan and a 403(b)(7) Plan. Plan support services are
available by contacting the Shareholder Services Department of LMC at
1-800-526-0056.
INDIVIDUAL RETIREMENT ACCOUNT (IRA): Individuals who have earned income may
make tax deductible contributions to their own Individual Retirement Accounts
established under Section 408 of the Internal Revenue Code. Married investors
filing a joint return neither of whom is an active participant in an employer
sponsored retirement plan, or who have an adjusted gross income of $40,000 or
less ($25,000 or less for single taxpayers) may continue to make a $2,000
($2,250 for spousal IRAs) annual deductible IRA contribution. For adjusted gross
income above $40,000 ($25,000 for single taxpayers), the IRA deduction limit is
generally phased out ratably over the next $10,000 of adjusted gross income,
subject to a minimum $200 deductible contribution. Investors who are not able to
deduct a full $2,000 ($2,250 spousal) IRA contribution because of the
limitations may make a nondeductible contribution to their IRA to the extent a
deductible contribution is not allowed. Federal income tax on accumulations
earned on nondeductible contributions is deferred until such time as these
amounts are deemed distributed to an investor. Rollovers are also permitted
under the Plan. The disclosure statement required by the Internal Revenue
Service to be furnished to individuals who are considering adopting an IRA may
be obtained from the Fund.
SELF-EMPLOYED RETIREMENT PLAN (HR-10): Self-employed individuals may make
tax deductible contributions to a prototype defined contribution pension plan or
profit sharing plan. There are, however, a number of special rules which apply
when self-employed individuals participate in such plans. Currently purchase
payments under a self-employed plan are deductible only to the extent of the
lesser of (i) $30,000 or (ii) 25% of the individuals earned annual income (as
defined in the Code) and in applying these limitations not more than $200,000 of
"earned income" may be taken into account.
CORPORATE PENSION AND PROFIT SHARING PLANS: The Fund makes available a
Prototype Defined Contribution Pension Plan and a Prototype Profit Sharing Plan.
All purchases and redemptions of Fund shares pursuant to any one of the
Fund's tax sheltered plans must be carried out in accordance with the provisions
of the Plan. Accordingly, all plan documents should be reviewed carefully before
adopting or enrolling in the plan. Investors should especially note that a
penalty tax of 10% may be imposed by the IRS on early withdrawals under
corporate, Keogh or IRA plans. It is recommended by the IRS that an investor
consult a tax adviser before investing in the Fund through any of these plans.
An investor participating in any of the Fund's special plans has no
obligation to continue to invest in the Fund and may terminate the plan with the
Fund at any time. Except for expenses of sales and promotion, executive and
administrative personnel, and certain services which are furnished by LMC, the
cost of the plans generally is borne by the Fund; however, each IRA Plan account
is subject to an annual maintenance fee of $12.00 charged by State Street Bank
and Trust Company (the "Agent").
5
<PAGE>
DIVIDENDS, DISTRIBUTION AND REINVESTMENT POLICY
The Fund intends to pay dividends semi-annually from investment income also
if earned and as declared by its Board of Directors. The Fund intends to declare
or distribute a dividend from capital gain income if any, in December in order
to comply with distribution requirements of the 1986 Tax Reform Act to avoid the
imposition of 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 unless and until the shareholder notifies the Agent in writing requesting
payments in cash. This request must be received by the Agent at least seven days
before the dividend record date. Upon receipt by the Agent of such written
notice, all further payments will be made in cash until written notice to the
contrary is received. A record of shares owned by each shareholder will be
maintained by the Agent. These accounts will have the rights of other
shareholders with respect to shares so registered (see "How to Purchase Shares -
The Open Account" in the Prospectus).
TAX MATTERS
The following is only a summary of certain additional tax considerations
generally affecting the Fund and its shareholders that are not described in the
Prospectus. 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.
QUALIFICATION AS A REGULATED INVESTMENT COMPANY
The Fund has elected to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As a
regulated investment company, the Fund is not subject to federal income tax on
the portion of its net investment income (i.e., taxable interest, dividends and
other taxable ordinary income, net of expenses) and capital gain net income
(i.e., the excess of capital gains over capital losses) that it distributes to
shareholders, provided that it distributes at least 90% of its investment
company taxable income (i.e., net investment income and the excess of net
short-term capital gain over net long-term capital loss) for the taxable year
(the "Distribution Requirement"), and satisfies certain other requirements of
the Code that are described below. Distributions by the Fund made during the
taxable year or, under specified circumstances, within twelve months after the
close of the taxable year, will be considered distributions of income and gains
of the taxable year that satisfy the Distribution Requirement.
If the Fund has a net capital loss (i.e., the excess of capital losses over
capital gains) for any year, the amount thereof may be carried forward up to
eight years and treated as a short-term capital loss which can be used to offset
capital gains in such later years. As of June 30, 1997, the Fund has capital
loss carryforwards of approximately $38,827,576, which expire through 2005.
Under Code Sections 382 and 383, if the Fund has an "ownership change" (as
defined), then the Fund's use of its capital loss carryforwards in any years
following the ownership change will be limited to an amount equal to the net
asset value of the Fund immediately prior to the ownership change multiplied by
the long-term tax-exempt rate (which is published monthly by the Internal
Revenue Service (the "IRS")) in effect for the month in which the ownership
change occurs (the rate for October 1997 is 5.33 percent). The Fund will use its
best efforts to avoid having an ownership change. However, because of
circumstances which may be beyond the control or knowledge of the Fund, there
can be no assurance that the Fund will not have, or has not already had, an
ownership change. If the Fund has or has had an ownership change, then any
capital gain net income for any year following the ownership change in excess of
the annual limitation on the capital loss carryforwards will have to be
distributed by the Fund and will be taxable to shareholders as described under
"Fund Distributions" below.
In addition to satisfying the Distribution Requirement, a regulated
investment company must: (1) derive at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans, gains
from the sale or other disposition of stock or securities or foreign currencies
(to the extent such currency gains are directly related to the regulated
investment company's principal business of investing in stock or securities) and
other income (including but not limited to gains from options, futures or
forward contracts) derived with respect to its business of investing in such
stock, securities or currencies (the "Income Requirement"); and (2) derive less
than 30% of its gross income (exclusive of certain gains on designated hedging
transactions that are netted against realized or unrealized losses on offsetting
positions) from the sale or other disposition of stock, securities or foreign
currencies (or options, futures or forward contracts thereon) held for less than
three months (the "Short-Short Gain Test"). However, foreign currency gains,
including those derived from options, futures and forwards, are not in any event
characterized as Short-Short Gains if they are directly related to the regulated
investment company's investments in stock or securities (or options or futures
thereon). Because of the Short-Short Gain Test, the Fund may have to limit the
sale of appreciated securities that it has held for less than three months.
(However, the Short-Short Gain Test will not prevent the Fund from disposing of
investments at a loss.) Interest (including original issue discount) received by
the Fund at maturity or upon the
6
<PAGE>
disposition of a security held for less than three months will not be treated as
Short-Short Gain. However, income that is attributable to realized market
appreciation will be treated as gross income from the sale or other disposition
of securities for purposes of the Short-Short Gain Test.
In general, gain or loss recognized by the Fund on the disposition of an
asset will be a capital gain or loss. However, gain recognized on the
disposition of a debt obligation purchased by the Fund at a market discount
(generally, at a price less than its principal amount) will be treated as
ordinary income to the extent of the portion of the market discount which
accrued while the Fund held the debt obligation. In addition, under the rules of
Code Section 988, gain or loss recognized on the disposition of a debt
obligation denominated in a foreign currency or an option with respect thereto
(but only to the extent attributable to changes in foreign currency exchange
rates), and gain or loss recognized on the disposition of a foreign currency
forward contract, futures contract, option or similar financial instrument, or
of foreign currency itself, except for regulated futures contracts or non-equity
options subject to Code Section 1256, will generally be treated as ordinary
income or loss.
Certain transactions in which the Fund may engage (such as regulated
futures contracts, certain foreign currency contracts, and options on stock
indexes and futures contracts) will be subject to special tax treatment as
"Section 1256 contracts." Section 1256 contracts are "marked-to-market" and
treated as if they were sold for their fair market value on the last business
day of the taxable year, even if they have not been in fact terminated (by
delivery, exercise, entering into a closing transaction or otherwise) as of such
date. Any gain or loss recognized as a consequence of this year-end
marking-to-market is taken into account together with any other gain or loss
actually realized upon the termination of Section 1256 contracts during the
taxable year. Gain or loss with respect to Section 1256 contracts (including
gain or loss rising as a consequence of the year-end deemed sale of such
contracts) is generally treated as 60% long-term and 40% short-term capital gain
or loss. The Fund, however, may elect not to have this special tax treatment
apply to Section 1256 contracts that are part of a "mixed straddle" with other
investments of the Fund that are not Section 1256 contracts. Gains arising from
Section 1256 contracts are not taken into account for purposes of the
Short-Short Gain Test under the constructive sale of Section 1256.
Treasury Regulations permit a regulated investment company, in determining
its investment company taxable income and net capital gain (i.e., the excess of
net long-term capital gain over net short-term capital loss) for any taxable
year, to elect (unless it has made a taxable year election for excise tax
purposes as discussed below) to treat all or any part of any net capital loss,
any net long-term capital loss or any net foreign currency loss incurred after
October 31 as if it had been incurred in the succeeding year.
In addition to satisfying the requirements described above, the Fund must
satisfy an asset diversification test in order to qualify as a regulated
investment company. Under this test, at the close of each quarter of the Fund's
taxable year, at least 50% of the value of the Fund's assets must consist of
cash and cash items, U.S. Government securities, securities of other regulated
investment companies, and securities of other issuers (as to which the Fund has
not invested more than 5% of the value of its total assets in securities of such
issuer and as to which the Fund does not hold more than 10% of the outstanding
voting securities of such issuer), and no more than 25% of the value of its
total assets may be invested in the securities of any one issuer (other than
U.S. Government securities and securities of other regulated investment
companies), or in two or more issuers which the Fund controls and which are
engaged in the same or similar trades or businesses.
If the Fund failed to qualify as a regulated investment company for any
taxable year, all of its taxable income (including its net capital gain) would
be subject to tax at regular corporate income tax rates without any deduction
for distributions to shareholders, and such distributions would be taxable to
the shareholders as ordinary dividends to the extent of the Fund's current and
accumulated earnings and profits. Such distributions would generally be eligible
for the dividends-received deduction in the case of corporate shareholders.
EXCISE TAX ON REGULATED INVESTMENT COMPANIES
A 4% non-deductible excise tax is imposed on a regulated investment company
that fails to distribute in each calendar year an amount equal to 98% of its
ordinary taxable income for the calendar year and 98% of its capital gain net
income for the one-year period ended on October 31 of such year (or, at the
election of a regulated investment company having a taxable year ending November
30 or December 31, for its taxable year (a "taxable year election")). The
balance of such income must be distributed during the following calendar year.
The Fund intends to make sufficient distributions or deemed distributions
of its ordinary taxable income and capital gain net income prior to the end of
each calendar year to avoid liability for the excise tax. The Fund may in
certain circumstances have to liquidate portfolio investments to make sufficient
distributions to avoid excise tax liability.
7
<PAGE>
FUND DISTRIBUTIONS
The Fund intends to distribute substantially all of its investment company
taxable income for each taxable year. Such distributions will be taxable to
shareholders as ordinary income and treated as dividends for federal income tax
purposes, but will qualify for the 70% dividends-received deduction for
corporate shareholders only to the extent discussed below.
The Fund also intends to distribute to shareholders its net capital gain
for each taxable year. When distributed and designated as a capital gain
dividend, such gain will be taxable to shareholders as long-term capital gain,
regardless of the length of time the shareholder has held his shares and
including any such gain recognized by the Fund before the shareholder acquired
his shares.
Ordinary income dividends paid by the Fund with respect to a taxable year
will qualify for the 70% dividends-received deduction generally available to
corporations (other than S corporations, which are not eligible for the
deduction, and other than for purposes of the accumulated earnings tax and the
personal holding company tax) to the extent of the amount of "qualifying
dividends" received by the Fund from domestic corporations. A dividend received
by the Fund will not be treated as a qualifying dividend (1) if it was received
with respect to stock that the Fund held for less than 46 days (91 days in the
case of certain preferred stock), excluding for this purpose certain holding
periods under the rules of Code Sections 246(c) (3) and (4); (2) to the extent
that the Fund is under an obligation (pursuant to a short sale or otherwise) to
make related payments with respect to positions in substantially similar or
related property; or (3) to the extent that the stock on which the dividend is
paid is treated as debt-financed under the rules of Code Section 246A. Moreover,
the dividends-received deduction for a corporate shareholder may be disallowed
or reduced (i) if the corporate shareholder fails to satisfy the foregoing
requirements with respect to its shares of the Fund, or (ii) by application of
Code Section 246(b), which in general limits the dividends-received deduction to
70% of the shareholder's taxable income (determined without regard to the
dividends-received deduction and certain other items). The Fund will notify its
shareholders for each taxable year what portionof the ordinary increase
dividends for that year are qualifying dividends.
Investment income that may be received by the Fund from sources outside the
U.S. may be subject to foreign taxes withheld at source. The United States has
entered into tax treaties with many foreign countries which entitle the Fund to
a reduced rate of, or exemption from, taxes on such income. It is impossible to
determine the effective rate of foreign tax in advance since the amount of the
Fund's assets to be invested in various countries is not known. If more than 50%
of the value of the Fund's total assets at the close of its taxable year consist
of stock or securities of foreign corporations, the Fund may elect to "pass
through" to its shareholders the amount of foreign taxes paid by the Fund. If
the Fund so elects, each shareholder will be required to include in gross
income, his pro rata share of the foreign taxes paid by the Fund, but will be
treated as having paid his pro rate share of such foreign taxes and will
therefore be allowed either to deduct such amount in computing his taxable
income or use it (subject to certain limitations) as a foreign tax credit
against federal income tax (but not both). A deduction for foreign taxes may not
be claimed by an individual shareholder who does not itemize deductions. Each
shareholder should consult his own tax adviser regarding the potential
application of foreign tax credits in his particular circumstances.
Distributions by the Fund that do not constitute ordinary income dividends
or capital gain dividends will be treated as a return of capital to the extent
of (and in reduction of) the shareholder's tax basis in his shares; any excess
will be treated as gain from the sale of his shares, as discussed below.
Distributions by the Fund will be treated in the manner described above
whether such distributions are paid in cash or reinvested in additional shares
of the Fund (or of another fund). Shareholders receiving a distribution in the
form of additional shares will be treated as receiving a distribution in an
amount equal to the fair market value of the shares received, determined as of
the reinvestment date. In addition, if the net asset value at the time a
shareholder purchases shares of the Fund reflects realized or unrealized
undistributed income or gain, subsequent distributions of such amounts will be
taxable to the shareholder in the manner described above, although economically
they constitute a return of capital to him.
Ordinarily, shareholders are required to take distributions by the Fund
into account in the year in which they are made. However, dividends declared in
October, November or December of any calendar year and payable to shareholders
of record on a specified date in such a month will be deemed to have been
received by the shareholders (and made by the Fund) on December 31 of such year
if such dividends are actually paid in January of the following year.
Shareholders will be advised annually as to the U.S. federal income tax
consequences of distributions made (or deemed made) during the year.
The Fund will be required in certain cases to withhold and remit to the
U.S. Treasury 31% of ordinary income dividends, capital gain dividends, and the
proceeds of redemption of shares paid to any shareholder who (1) has provided
either an incorrect tax identification number or no number at all, (2) is
subject to backup withholding by the IRS
8
<PAGE>
for failure to report the receipt of interest or dividend income properly, or
(3) has failed to certify to the Fund that it is not subject to backup
withholding or that it is a corporation or other "exempt recipient."
SALE OR REDEMPTION OF SHARES
A shareholder will recognize gain or loss on the sale or redemption of
shares of the Fund in an amount equal to the difference between the proceeds of
the sale or redemption and the shareholder's adjusted tax basis in the shares.
All or a portion of any loss so recognized may be disallowed if the shareholder
purchases other shares of the Fund within 30 days before or after the sale or
redemption. In general, any gain or loss arising from (or treated as arising
from) the sale or redemption of shares of the Fund will be considered a capital
gain or loss and will be long-term capital gain or loss if the shares were held
for longer than one year. However, any capital loss arising from the sale or
redemption of shares held for six months or less will be treated as a long-term
capital loss to the extent of any capital gain dividends received on such
shares. For this purpose, the special holding period rules of Code Section
246(c)(3) and (4) (referred to above in connection with the dividends-received
deduction for corporations) will generally apply in determining the holding
period of shares. Long-term capital gains of noncorporate taxpayers are
currently taxed at a maximum rate 11.6% lower than the maximum rate applicable
to ordinary income. Capital losses in any year are deductible only to the extent
of capital gains plus, in the case of a noncorporate taxpayer, $3,000 of
ordinary income.
If a shareholder (i) incurs a sales load in acquiring shares of the Fund,
(ii) disposes of such shares less than 91 days after they are acquired, and
(iii) subsequently acquires shares of the Fund or another fund at a reduced
sales load on account of the shares disposed of, then the original sales load
(to the extent of the reduction in the sales load on the shares subsequently
acquired) shall not be taken into account in determining gain or loss on the
shares disposed of but shall be treated as incurred on the acquisition of the
shares subsequently acquired.
FOREIGN SHAREHOLDERS
Taxation of a shareholder who, as to the United States, is a nonresident
alien individual, foreign trust or estate, foreign corporation, or foreign
partnership ("foreign shareholder"), depends on whether the income from the Fund
is "effectively connected" with a U.S. trade or business carried on by such
shareholder.
If the income from the Fund is not effectively connected with a U.S. trade
or business carried on by a foreign shareholder, ordinary income dividends will
be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate)
upon the gross amount of the dividend. Furthermore, such a foreign shareholder
may be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate)
on the gross income resulting from the Fund's election to treat any foreign
taxes paid by it as paid by its shareholders, but may not be allowed a deduction
against this gross income, or a credit against the U.S. withholding tax, for its
pro rata share of such foreign taxes which it is treated as having paid. Such a
foreign shareholder would generally be exempt from U.S. federal income tax on
gains realized on a sale or redemption of shares of the Fund or on capital gain
dividends.
If the income from the Fund is effectively connected with a U.S. trade or
business carried on by a foreign shareholder, then ordinary income and capital
gain dividends, and any gains realized upon the sale of shares of the Fund will
be subject to U.S. federal income tax at the rates applicable to U.S. taxpayers.
In the case of a noncorporate foreign shareholder, the Fund may be required
to withhold U.S. federal income tax at a rate of 31% on distributions that are
otherwise exempt from withholding (or subject to withholding at a reduced treaty
rate) unless the shareholder furnishes the Fund with proper notification of its
foreign status.
The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein. Foreign shareholders are urged to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in the Fund,
including the applicability of foreign taxes.
EFFECT OF FUTURE LEGISLATION; LOCAL TAX CONSIDERATIONS
The foregoing general discussion of U.S. federal income tax consequences is
based on the Code and Treasury Regulations issued thereunder as in effect on the
date of this Statement of Additional Information. Future legislative or
administrative changes or court decisions may significantly change the
conclusions expressed herein, and any such changes or decisions may have a
retroactive effect with respect to the transactions contemplated herein.
Rules of state and local taxation of ordinary income dividends and capital
gain dividends from regulated investment companies often differ from the rules
for U.S. federal income taxation described above. Shareholders are urged to
consult their tax advisers as to the consequences of these and other state,
local and foreign tax rules affecting their investment in the Fund.
9
<PAGE>
PERFORMANCE CALCULATION
For the purpose of quoting and comparing the performance of the Fund to
that of other mutual funds and to that of other relevant market indices in
advertisements or in reports to shareholders, performance may be stated in terms
of total return. Under the rules of the Securities and Exchange Commission ("SEC
rules"), funds advertising performance must include total return quotes
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
one, five and ten year periods or a shorter period dating from the effectiveness
of the Fund's Registration Statement. In calculating the ending redeemable
value, 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 or 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 with
data published by Lipper Analytical Services, Inc., or with the performance of
the Standard and Poor's 500 Stock Index or the Dow Jones Industrial Average, the
Fund calculates its aggregate total return for 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
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.
Prior to January 1992, the Fund was managed by a different investment
adviser. The total return which includes the maximum sales charge of 5.75% for
the one year, five year and since commencement (1/2/92) period ended June 30,
1997 is as follows:
AVERAGE ANNUAL
PERIOD TOTAL RETURN
----- ------------
1 year ended June 30, 1997 ................................... -39.19%
5 years ended June 30, 1997 .................................. 6.97%
Since commencement (1/2/92) period ended June 30, 1997 ....... -1.51%
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, 345 Park Avenue, New York, New York 10154, has been
selected as independent auditors for the Fund for the fiscal year ending June
30, 1998.
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, the Fund and 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 and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110 is the transfer agent and dividend disbursing agent for the
Fund.
Neither Chase Manhattan Bank, N.A. nor State Street Bank and Trust Company
has 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.
10
<PAGE>
MANAGEMENT OF THE FUND
The Directors and executive officers of the Fund and their principal
occupations are set forth below:
+S.M.S. CHADHA (60), Director. 3/16 Shanti Niketan, New Delhi 21, India.
Secretary, Ministry of External Affairs, New Delhi, India; Head of Foreign
Service Institute, New Delhi, India; Special Envoy of the Government of
India; Director, Special Unit for Technical Cooperation among Developing
Countries, United Nations Development Program, New York.
*+ROBERT M. DEMICHELE (52), President and Chairman of the Board. P.O. Box 1515,
Saddle Brook, N.J. 07663. Chairman and Chief Executive Officer, Lexington
Management Corporation; Chairman and Chief Executive Officer, Lexington
Funds Distributor, Inc.; President and Director, Lexington Global Asset
Managers, Inc.; Director, Chartwell Re Corporation; Director, Unione
Italiana Reinsurance; Vice Chairman of the Board of Trustees, Union
College; Director, The Navigator's Insurance Group, Inc.; Chairman,
Lexington Capital Management, Inc.; Chairman, LCM Financial Services, Inc.;
Director, Vanguard Cellular Systems, Inc.; Chairman of the Board, Market
Systems Research, Inc. and Market Systems Research Advisors, Inc.
(registered investment advisers); Trustee, Smith Richardson Foundation.
+BEVERLEY C. DUER (68), Director. 340 East 72nd Street, New York, N.Y. 10021.
Private Investor. Formerly, Manager of Operations Research Department--CPC
International, Inc.
*+BARBARA R. EVANS (37), Director. 5 Fernwood Road, Summit, N.J. 07901. Private
Investor. Prior to May 1989, Assistant Vice President and Securities
Analyst, Lexington Management Corporation.
*+LAWRENCE KANTOR (50), Vice President and Director. P.O. Box 1515, Saddle
Brook, N.J. 07663. Executive Vice President, Managing Director and
Director, Lexington Management Corporation; Executive Vice President,
General Manager and Director, Lexington Funds Distributor, Inc.; Executive
Vice President Mutual Funds, Lexington Global Asset Managers, Inc.
+JERARD F. MAHER (51), Director. 300 Raritan Center Parkway, Edison, New Jersey
08818-7815. General Counsel, Federal Business Centers; Counsel, Ribis,
Graham & Curtin; Trustee, Lexington Convertible Fund since 1986.
+ANDREW M. McCOSH (57), Director. 12 Wyvern Park, Edinburgh EH 92 JY, Scotland,
U.K. Professor of the Organisation of Industry and Commerce, Department of
Business Studies, The University of Edinburgh, Scotland.
+DONALD B. MILLER (71), Director. 10275 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 (advertising firm).
+JOHN G.PRESTON (65), Director. 3 Woodfield Road, Wellesley, Massachusetts
02181. Associate Professor of Finance, Boston College, Boston,
Massachusetts.
+MARGARET RUSSELL (77), Director. 55 North Mountain Avenue, Montclair, N.J.
07042. Private Investor. Formerly, Community Affairs Director, Union Camp
Corporation.
*+ROBERT W. RADSCH (54), C.F.A., Vice President and Portfolio Manager. P.O. Box
1515, Saddle Brook, N.J. 07663. Vice President, Lexington Management
Corporation. Prior to July 1994, Senior Vice President, Portfolio Manager
and Chief Economist, Bull & Bear Group.
*+LISA CURCIO (37), 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 (39), Vice President and Treasurer. P.O. Box 1515, Saddle
Brook, N.J. 07663. Managing Director, Director and Chief Financial Officer,
Lexington Management Corporation; Chief Financial Officer, Vice President
and Director, Lexington Funds Distributor, Inc.; Chief Financial Officer,
Market Systems Research Advisors, Inc.; Executive Vice President and Chief
Financial Officer, Lexington Global Asset Managers, Inc.
*+RICHARD J. LAVERY (43), 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 (38), Vice President. P.O. Box 1515, Saddle Brook, N.J.
07663.
*+CHRISTIE CARR-WALDRON (30), Assistant Treasurer. P.O. Box 1515, Saddle Brook,
N.J. 07663. Treasurer, Lexington Troika Dialog Russia Fund, Inc. Prior to
October 1992, Senior Accountant, KPMG Peat Marwick LLP.
CATHERINE R. DUBIS (28), Assistant Treasurer. P.O. Box 1515, Saddle Brook, N.J.
07663. Prior to January 1993, Manager of Fund Accounting, Lexington Group
of Investment Companies.
*+SIOBHAN GILFILLAN (34), Assistant Treasurer. P.O. Box 1515, Saddle Brook, N.J.
07663.
11
<PAGE>
*+JOAN K. LEDERER (31), Assistant Treasurer. P.O. Box 1515, Saddle Brook, N.J.
07663. Prior to April 1997, Director of Investment Accounting, Diversified
Investment Advisors, Inc. Prior to April 1996, Assistant Vice President,
PIMCO.
*+SHERI MOSCA (34), Assistant Treasurer. P.O. Box 1515, Saddle Brook, N.J.
07663. Prior to September 1990, Fund Accounting Manager, Lexington Group of
Investment Companies.
*+PETER CORNIOTES (35), Assistant Secretary. P.O. Box 1515, Saddle Brook, N.J.
07663. Vice President and Assistant Secretary, Lexington Management
Corporation. Assistant Secretary, Lexington Funds Distributor, Inc.
*+ENRIQUE J. FAUST (37), Assistant Secretary. P.O. Box 1515, Saddle Brook, N.J.
07663. Prior to March 1994, Blue Sky Compliance Coordinator, Lexington
Management Corporation.
*"Interested person" and/or "Affiliated person" of LMC as defined in the
1940 Act.
+Messrs. Chadha, Corniotes, DeMichele, Duer, Faust, Hisey, Kantor, Lavery,
Maher, McCosh, Miller, Preston and Radsch and Mmes. Carnicelli, Car-Waldron,
Curcio, Dubis, Evans, Gilfillan, Lederer, Mosca and Russell hold similar offices
with some or all of the other investment companies advised and/or distributed by
LMC and LFD.
REMUNERATION OF DIRECTORS AND CERTAIN EXECUTIVE OFFICERS
Each Director is reimbursed for expenses incurred in attending each meeting
of the Board of Directors or any committee thereof. Each Director who is not an
affiliate of LMC is compensated for his or her services according to a fee
schedule which recognizes the fact that each Director also serves as a Director
(or Trustee) of other investment companies advised by LMC. Each Director
receives a fee, allocated among all investment companies for which the Director
serves. Effective September 12, 1995 each Director receives annual compensation
of $24,000. Prior to September 12, 1995, the Directors 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 for
the fiscal year ended June 30, 1997 for each Director:
<TABLE>
<CAPTION>
===============================================================================================================
AGGREGATE PENSION OR RETIREMENT NUMBER OF
COMPENSATION BENEFITS ACCRUED AS TOTAL COMPENSATION FROM DIRECTORSHIPS
NAME OF DIRECTOR FROM FUND PART OF FUND EXPENSES FUND AND FUND COMPLEX IN FUND COMPLEX
---------------- --------- --------------------- --------------------- ---------------
<S> <C> <C> <C> <C>
S.M.S. Chadha $1,712 0 $27,392 16
Robert M.DeMichele 0 0 0 17
Beverley C. Duer $1,824 0 $31,884 17
Barbara R. Evans 0 0 0 16
Lawrence Kantor 0 0 0 16
Jerard F. Maher $1,712 0 $30,092 17
Andrew M. McCosh $1,600 0 $25,600 16
Donald B.Miller $1,824 0 $29,184 16
Francis Olmsted* $1,120 $16,800 $16,800 N/A
John G. Preston $1,824 0 $29,184 16
Margaret Russell $1,824 0 $28,440 16
Philip C. Smith* $1,568 $9,600 $25,088 N/A
Francis A. Sunderland* $1,120 $16,800 $16,800 N/A
============================================================================================================
*Retired
</TABLE>
RETIREMENT PLAN FOR ELIGIBLE DIRECTORS
Effective September 12, 1995, the Directors instituted a Retirement Plan
for Eligible Directors (the "Plan") pursuant to which each Director (who is not
an employee of any of the funds managed by LMC, LMC, the administrator or LFD 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 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 is entitled to receive from the Covered Fund an
annual benefit
12
<PAGE>
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's years of service (not in excess of 15 years)
completed with respect to any of the Covered Funds. Such benefit is payable to
each eligible Director in quarterly installments for ten years following the
date of retirement or the life of the Director. The Plan establishes age 72 as a
mandatory retirement age for Directors; however, Directors serving the Covered
Funds as of September 12, 1995 are not subject to such mandatory retirement.
Directors serving the Covered Funds as of 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 dies prior to receiving full benefits under the Plan, the
Director's spouse (if any) will be entitled to receive the retirement benefit
within the 10 year period.)
Retiring Directors will be eligible to serve as Honorary Directors 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 Director upon retirement assuming various compensation and years of
service classifications. As of December 31, 1996, the estimated credited years
of service for Directors Chadha, Duer, Maher, McCosh, Miller, Preston and
Russell, are 1, 18, 1, 1, 22, 18 and 15, respectively. The following table
refers to retirement compensation for the trustees and directors of the entire
Lexington fund complex (the investment companies managed by LMC):
<TABLE>
<CAPTION>
HIGHEST ANNUAL COMPENSATION PAID BY ALL FUNDS
<S> <C> <C> <C> <C>
$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
</TABLE>
13
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Lexington Strategic Investments Fund, Inc.
We have audited the accompanying statements of net assets (including the
portfolio of investments) and assets and liabilities of Lexington Strategic
Investments Fund, Inc. as of June 30, 1997, and the related statements of
operations for the year ended, the statement of changes in net assets for each
of the years in the two year period then ended and the financial highlights for
each of the years in the five-year period then ended. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June
30, 1997 by correspondence with the custodian. As to securities purchased and
sold, but not received or delivered, we performed other appropriate auditing
procedures. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Lexington Strategic Investments Fund, Inc. as of June 30, 1997, 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
August 1, 1997
14
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
June 30, 1997
Number of Value
Shares Security (Note 1)
- -----------------------------------------------------------------------------
PALLADIUM BULLION: 4.3%
6,923 fine ounces(1)
(Cost $1,130,528) .............................. $ 1,329,300
----------
COMMON STOCK: 89.6%
AUSTRALIA: 0.6%
900,000 Ghana Gold Mines, Ltd.(1)....................... 175,300
----------
CANADA: 2.6%
50,000 Etruscan Enterprises, Ltd.(1)................... 215,649
100,000 Golden Knight Resources, Inc.(1)................ 204,413
50,000 Namibian Minerals Corporation(1)................ 207,813
200,000 Vista Gold Corporation(1)....................... 179,768
----------
807,643
----------
GHANA: 3.7%
100,000 Ashanti Goldfields Company, Ltd. (GDR) ......... 1,168,751
----------
SOUTH AFRICA: 80.6%
28,000 Anglo American Gold Investment Company, Ltd. ... 1,688,443
23,800 Anglovaal, Ltd. "N" ............................ 634,941
658,326 Avgold Ltd.(1).................................. 645,910
150,000 Barnato Exploration, Ltd.(1).................... 429,938
179,800 Beatrix Mines, Ltd. ............................ 814,653
700,000 Blyvooruizicht Gold Mining Company, Ltd.(1)..... 385,842
509,000 Consolidated Mining Corporation, Ltd.(1)........ 61,724
49,000 De Beers Centenary AG .......................... 1,809,597
107,800 Driefontein Consolidated, Ltd. ................. 724,919
137,400 Durban Roodepoort Deep, Ltd. (Options)(1) ...... 74,302
359,900 East Rand Gold & Uranium Company, Ltd. ......... 503,879
400,000 Eastvaal Gold Holdings, Ltd.(1)................. 403,921
374,600 Elandsrand Gold Mining Company, Ltd. ........... 1,350,382
127,900 Evander Gold Mines, Ltd. ....................... 549,890
50,000 Free State Consolidated Gold Mines, Ltd. ....... 250,246
25,000 Free State Consolidated Gold Mines, Ltd. (ADR) . 125,000
30,500 Gold Fields of South Africa, ................... 719,539
255,630 Harmony Gold Mining, Ltd.(1).................... 1,169,502
800,000 HJ Joel Mining Company, Ltd.(1)................. 617,347
118,000 Impala Platinum Holdings, Ltd. ................. 1,320,350
95,300 JCI, Ltd. ...................................... 733,313
615,900 Lebowa Platinum Mines, Ltd.(1).................. 651,812
200,000 New East Daggafontein Mines Ltd. ............... 440,961
15
<PAGE>
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
June 30, 1997(continued)
Number of Value
Shares Security (Note 1)
- --------------------------------------------------------------------------------
SOUTH AFRICA (CONTINUED):
100,000 New Wits, Ltd. ....................................... $ 291,035
850,000 Oryx Gold Holdings, Ltd.(1)........................... 862,080
139,700 Randfontein Estates Gold Mining Company
Witwatersrand, Ltd. (ADR) .......................... 292,611
49,500 Randgold and Exploration Company, Ltd.(1)............. 218,276
87,000 Rustenburg Platinum Holdings, Ltd .................... 1,592,093
635 Rustenburg Platinum Holdings, Ltd. (ADR) ............. 11,673
75,000 Southvaal Holdings, Ltd .............................. 1,504,782
175,900 St. Helena Gold Mines, Ltd. .......................... 872,608
21,700 Vaal Reefs Exploration & Mining Company, Ltd.......... 1,047,791
200,000 West Rand Consolidated Mines, Ltd.(1)................. 352,769
97,700 Western Areas Gold Mining Company, Ltd. .............. 657,000
44,500 Western Deep Levels, Ltd. ............................ 1,071,896
11,200 Western Deep Levels, Ltd. (ADR) ...................... 269,500
----------
25,150,525
----------
United Kingdom: 2.1%
315,000 Lonrho Plc .......................................... 668,424
----------
Total Common Stock
(Cost $42,821,940) .................................. 27,970,643
----------
PREFERRED STOCK: 0.9%
South Africa: 0.9%
67,400 Durban Roodepoort Deep, Ltd.
(Cost $403,535) ..................................... 295,722
----------
TOTAL INVESTMENTS: 94.8% (Cost $44,356,003+)
(Note 1) ........................................... 29,595,665
Other assets in excess of liabilities: 5.2% ......... 1,607,830
----------
TOTAL NET ASSETS: 100.0% (equivalent to
$1.78 per share on 17,493,770 shares outstanding) . $31,203,495
===========
ADR--American Depository Receipt.
GDR--Global Depository Receipt.
(1) Non-income producing security.
+ Aggregate cost for Federal income tax purposes is $44,994,082.
The Notes to Financial Statements are an integral part of this statement.
16
<PAGE>
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
June 30, 1997
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Investments, at value (cost $44,356,003) (Note 1) .............................................. $ 29,595,665
Cash ........................................................................................... 1,022,482
Receivable for investment securities sold ...................................................... 698,251
Receivable for shares sold ..................................................................... 58,638
Dividends and interest receivable .............................................................. 46,674
-------------
Total Assets ........................................................................... $ 31,421,710
-------------
LIABILITIES
Due to Lexington Management Corporation (Note 2) ............................................... 26,931
Payable for shares redeemed .................................................................... 128,407
Accrued expenses ............................................................................... 62,877
-------------
Total Liabilities ...................................................................... 218,215
-------------
NET ASSETS (equivalent to $1.78 per share on 17,493,770 shares outstanding) (Note 3) ........... $ 31,203,495
=============
NET ASSETS consist of:
Capital stock--authorized 1,000,000,000 shares, $.001 par value per share ...................... $ 17,503
Additional paid-in capital (Note 1) ............................................................ 85,074,360
Undistributed net investment income (Note 1) ................................................... 152,145
Accumulated net realized loss on investments and foreign currency transactions
(Notes 1 and 6) .............................................................................. (39,279,783)
Unrealized depreciation on investments and foreign currency transactions ....................... (14,760,730)
-------------
Total Net Assets .......................................................................... $ 31,203,495
=============
NET ASSET VALUE, REDEMPTION PRICE PER SHARE .................................................... $1.78
=====
OFFERING PRICE PER SHARE (100/94.25 of $1.78 adjusted to nearest cent) ......................... $1.89
=====
</TABLE>
The Notes to Financial Statements are an integral part of this statement.
17
<PAGE>
LEXINGTON
STRATEGIC INVESTMENTS FUND, INC.
STATEMENT OF OPERATIONS
Year ended June 30, 1997
INVESTMENT INCOME
Dividends .............................. $ 1,429,708
Interest ............................... 120,511
------------
1,550,219
Less: foreign tax expense .............. 7,585
------------
Total investment income .............. $1,542,634
Expenses
Investment advisory fee
(Note 2) ............................. 444,480
Transfer agent and
shareholder servicing
expense (Note 2) ..................... 199,387
Printing and mailing expenses .......... 78,044
Accounting expenses (Note 2) ........... 47,843
Custodian expense ...................... 35,057
Registration fees ...................... 28,198
Professional fees ...................... 21,673
Directors' fees and expenses ........... 15,874
Amortization of deferred
organization costs (Note 1) .......... 14,129
Computer processing fees ............... 12,072
Other expenses ......................... 41,423
------------
Total expenses ....................... 938,180
------------
Net investment income ............. 604,454
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (NOTE 4)
Net realized loss on:
Investments .......................... (538,116)
Foreign currency
transactions ....................... (25,935)
------------
Net realized loss ................ (564,051)
Net change in unrealized
appreciation on:
Investments .......................... (19,335,561)
Foreign currency
translation of other
assets and liabilities ............. 4,582
------------
Net change in unrealized
appreciation ....................... (19,330,979)
------------
Net realized and
unrealized loss .................. (19,895,030)
------------
DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS ........................ $(19,290,576)
============
LEXINGTON
STRATEGIC INVESTMENTS FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
Years ended June 30, 1997 and 1996
1997 1996
---------- ----------
Net investment income .................... $ 604,454 $ 395,188
Net realized gain/(loss) from
investments and foreign
currency transactions ................. (564,051) 3,521,548
Net change in unrealized
appreciation of investments
and foreign currency
translations .......................... (19,330,979) 10,372,701
----------- -----------
Increase (decrease) in
net assets resulting
from operations ................... (19,290,576) 14,289,437
Distributions to shareholders
from net investment income ............ (768,498) (731,482)
Decrease in net assets from
capital share transactions
(Note 3) .............................. (6,901,652) (49,452,448)
----------- -----------
Net decrease in
net assets ...................... (26,960,726) (35,894,493)
NET ASSETS
Beginning of period ................... 58,164,221 94,058,714
----------- -----------
End of period (including
undistributed net
investment income of
$152,145 and $342,235
respectively) ....................... $31,203,495 $58,164,221
=========== ===========
The Notes to Financial Statements are an integral part of these statements.
18
<PAGE>
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1997 and 1996
1. SIGNIFICANT ACCOUNTING POLICIES
Lexington Strategic Investments Fund, Inc. (the "Fund") is an open-end
diversified management investment company registered under the Investment
Company Act of 1940, as amended. The Fund's investment objective is capital
appreciation. The investment concentration is currently in the common stock of
gold and other precious metals mining companies. The following is a summary of
significant accounting policies followed by the Fund in the preparation of its
financial statements:
INVESTMENTS Security transactions are accounted for on a trade date basis.
Realized gains and losses from investment transactions are reported on the
identified cost basis. Securities traded on a recognized stock exchange are
valued at the last sales price reported by the exchange on which the securities
are traded. If no sales price is recorded, the mean between the last bid and
asked prices is used. Securities traded on the over-the-counter market and
palladium bullion are valued at the mean between the last current bid and asked
price. Short-term securities having a maturity of 60 days or less are stated at
amortized cost, which approximates market value. Securities for which market
quotations are not readily available and other assets are valued by Fund
management in good faith under the direction of the Fund's Board of Directors.
All investments quoted in foreign currencies are valued in U.S. dollars on the
basis of the foreign currency exchange rates prevailing at the close of
business. Dividend income and distributions to shareholders are recorded on the
ex-dividend date. Interest income, adjusted for amortization of premiums and
accretion of discounts, is accrued as earned.
FOREIGN CURRENCY TRANSACTIONS Foreign currencies (and receivables and
payables denominated in foreign currencies) are translated into U.S. dollar
amounts at current exchange rates. Translation gains or losses resulting from
changes in exchange rates and realized gains and losses on the settlement of
foreign currency transactions are reported in the statement of operations. In
addition, the Fund may enter into forward foreign exchange contracts in order to
hedge against foreign currency risk in the purchase or sale of securities
denominated in foreign currency. The Fund may also enter into such contracts to
hedge against changes in foreign currency exchange rates on portfolio positions.
These contracts are marked to market daily, by recognizing the difference
between the contract exchange rate and the current market rate as unrealized
gains or losses. Realized gains or losses are recognized when contracts are
closed and are reported in the statement of operations. There were no foreign
currency exchange contracts outstanding at June 30, 1997.
FEDERAL INCOME TAXES It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to "regulated investment
companies" and to distribute all of its taxable income to its shareholders.
Therefore, no provision for Federal income taxes is required.
DISTRIBUTIONS Dividends from net investment income and net realized capital
gains are normally declared and paid annually, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. The character of income and gains to
be distributed are determined in accordance with income tax regulations which
may differ from generally accepted accounting principles. At June 30, 1997,
reclassifications were made to the Fund's capital accounts to reflect permanent
book/tax differences and income and gains available for distribution under
income tax regulations. Net investment income, net realized gains and net assets
were not affected by this change.
19
<PAGE>
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1997 and 1996 (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DEFERRED REORGANIZATION EXPENSES Reorganization expenses aggregating
$140,435 have been fully amortized as of June 30, 1997.
USE OF ESTIMATES The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of increases and
decreases in net assets from operations during the reporting period. Actual
results could differ from those estimates.
2. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATE
The Fund pays an investment advisory fee to Lexington Management Corporation
("LMC") at an annual rate of 1.00% of the Fund's average daily net assets up to
$30 million and at an annual rate of 0.75% thereafter. For 1997, LMC has agreed
to voluntarily limit the total expenses of the Fund (including management fees,
but excluding interest, taxes, brokerage commissions and extraordinary expenses)
to an annual rate at 2.50% of the Fund's average daily net assets. No
reimbursement was required for the year ended June 30, 1997.
The Fund reimbursed LMC for certain expenses, including accounting and
shareholder servicing costs of $97,461, which are incurred by the Fund, but paid
by LMC.
3. CAPITAL STOCK
Transactions in capital stock were as follows:
<TABLE>
<CAPTION>
Year ended Year ended
June 30, 1997 June 30, 1996
-------------------------- --------------------------
Shares Amount Shares Amount
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Shares sold ......................................... 40,011,394 $99,573,956 67,142,109 $191,811,160
Shares issued on reinvestment of dividends .......... 304,025 681,017 237,847 623,166
---------- ----------- ---------- -----------
40,315,419 100,254,973 67,379,956 192,434,326
Shares redeemed ..................................... (43,519,439) (107,156,625) (84,083,047) (241,886,774)
---------- ----------- ---------- -----------
Net decrease ...................................... (3,204,020) $(6,901,652) (16,703,091) $(49,452,448)
========== =========== ========== ===========
</TABLE>
4. PURCHASES AND SALES OF INVESTMENT SECURITIES
The cost of purchases and proceeds from sales of securities for the year ended
June 30, 1997 excluding short-term securities, were $38,786,329 and $45,803,623,
respectively.
At June 30, 1997, the aggregate gross unrealized appreciation for all
securities in which there is an excess of value over tax cost amounted to
$1,164,369 and aggregate gross unrealized depreciation for all securities in
which there is an excess of tax cost over value amounted to $16,562,786.
20
<PAGE>
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1997 and 1996 (continued)
5. INVESTMENT AND CONCENTRATION RISKS
The Fund makes significant investments in foreign securities and has a policy of
investing in precious metals and in the securities of companies engaged in the
exploration, mining, processing, fabrication and distribution of natural
resources. There are certain risks involved in investing in foreign securities
or concentrating in specific industries that are in addition to the usual risks
inherent in other domestic investments. These risks include those resulting from
potentially adverse political and economic developments as well as the possible
imposition of foreign exchange or other foreign governmental restrictions or
laws, all of which could affect the market and/or credit risk of the
investments.
In addition to the risks described above, risks may arise from forward
foreign currency contracts as a result of the potential inability of
counterparties to meet the terms of their contracts.
6. FEDERAL INCOME TAXES--CAPITAL LOSS CARRYFORWARDS
As of June 30, 1997, $11,422,434 of capital loss carryforwards have expired and
have been reclassified to additional paid-in capital. Capital loss
carryforwards(1) available for federal income tax purposes as of June 30, 1997
are:
$ 13,348,932 expiring in 1998;
1,703,574 expiring in 1999;
14,932,782 expiring in 2000;
591,575 expiring in 2001;
753,540 expiring in 2002;
2,902,447 expiring in 2003;
4,076,418 expiring in 2004; and
518,308 expiring in 2005.
To the extent any future capital gains are offset by these losses, such
gains may not be distributed to shareholders.
(1) Temporary book-tax differences of $452,207 are the result of losses
generated from wash sales.
7. TAX INFORMATION (UNAUDITED)
The percentage of investment company taxable income eligible for the dividends
received deduction available to certain corporate shareholders with respect to
the fiscal year ended June 30, 1997 is 1.02%.
21
<PAGE>
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
FINANCIAL HIGHLIGHTS
Selected per share data for a share outstanding throughout the period:
<TABLE>
<CAPTION>
Year ended June 30,
-------------------------------------------------------------
1997 1996 1995 1994 1993
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 2.81 $ 2.51 $ 2.48 $ 2.30 $ 1.26
--------- --------- --------- --------- ---------
Income (loss) from investment operations:
Net investment income 0.03 0.02 0.04 0.04 0.03
Net realized and unrealized gain (loss)
on investments and foreign
currency transactions (1.02) 0.31 0.03 0.18 1.01
--------- --------- --------- --------- ---------
Total income (loss) from investment
operations (0.99) 0.33 0.07 0.22 1.04
Less distributions:
Distributions from net investment
income (0.04) (0.03) (0.04) (0.04) --
--------- --------- --------- --------- ---------
Net asset value, end of period $ 1.78 $ 2.81 $ 2.51 $ 2.48 $ 2.30
========= ========= ========= ========= =========
Total return* (35.51)% 13.02% 2.47% 9.26% 82.54%
Ratio to average net assets:
Expenses, before reimbursement
or waivers 1.93% 1.77% 1.70% 1.76% 3.76%
Expenses, net of reimbursement
or waivers 1.93% 1.77% 1.70% 1.76% 2.78%
Net investment income, before
reimbursement or waivers 1.24% 0.44% 1.54% 2.00% 2.05%
Net investment income 1.24% 0.44% 1.54% 2.00% 3.03%
Portfolio turnover rate 85.10% 84.44% 115.91% 25.66% 4.80%
Average commission paid on equity
security transactions** $ 0.01 $ 0.03 -- -- --
Net assets, end of period (000's omitted) $ 31,203 $ 58,164 $ 94,059 $ 73,500 $ 43,816
</TABLE>
*Sales load is not reflected in total return.
**In accordance with SEC disclosure guidelines, the average commissions are
calculated for the years beginning after June 1996 but not for prior periods.
22
<PAGE>
PART C. OTHER INFORMATION
- ------- -----------------
Item 24. Financial Statements and Exhibits - List
----------------------------------------
The Annual Report for the year ending June 30, 1997 was filed electronically
on August 25, 1997 (as form type N-30D). Financial Statements from this 1997
Annual Report have been included in the Statement of Additional Information.
Page in the
Financial statements: Statement of Additional Information
--------------------- -----------------------------------
Report of Independent Auditor 14
dated August 1, 1997
Statement of Net Assets (Including 15
the Portfolio of Investments) as of
June 30, 1997 (1)
Statement of Assets and Liabilities 16
as of June 30, 1997
Statement of Operations for the year 17
ended June 30, 1997 (2)
Statements of Changes in Net Assets for 17
the years ended June 30, 1997 and 1996
Notes to Financial Statements 18-20
Schedules II-VII and other Financial Statements, for which
provisions are made in the applicable accounting regulations of
the Securities and Exchange Commission, are omitted because
they are not required under the related instructions, they are
inapplicable, or the required information is presented in the
financial statements or notes thereto.
(1) Includes the information required by Schedule I.
(2) Includes the information required by the Statement of
Realized Gain or Loss on Investments
<PAGE>
ITEM 24. Financial Statements and Exhibits - List
----------------------------------------
(b) Exhibits:
1. Articles of Incorporation - Filed electronically
10/27/95 - Incorporated by reference
2. By-Laws - Filed electronically 10/27/95 - Incorporated
by reference
3. Not Applicable
4. Rights of Holders - Filed electronically
5. Investment Advisory Agreement between Registrant and
Lexington Management Corporation - Filed electronically
10/27/95 - Incorporated by reference
6. Distribution Agreement between Registrant and Lexington
Funds Distributor, Inc. - Filed electronically 10/27/95 -
Incorporated by reference
7. Retirement Plan for Eligible Directors - Filed electronically
8. Custodian Agreement between Registrant
and Chase Manhattan Bank, N. A. - Filed electronically
10/27/95 - Incorporated by reference
9a. Transfer Agency Agreement between Registrant and
State Street Bank and Trust Company - Filed electronically
10/27/95 - Incorporated by reference
9b. Form of Administrative Services Agreement between
Registrant and Lexington Management Corporation -
Filed electronically 10/27/95 - Incorporated by reference
10. Opinion of Counsel as to Legality of Securities being
registered - Filed electronically
11. Consents
(a) Consent of Counsel Filed electronically
(b) Consent of Independent Auditors Filed electronically
12. Not Applicable
13. Not Applicable
14. Model Retirement Plans - Filed electronically 10/27/95
- Incorporated by reference
15. Not Applicable
16. Performance Calculation Filed electronically
17. Financial Data Schedule Filed electronically
<PAGE>
Item 25. Persons Controlled by or under Common Control with Registrant
-------------------------------------------------------------
Furnish a list or diagram of all persons directly or indirectly
controlled by or under common control with the Registrant and as to each such
person indicate (1) if a company, the state or other sovereign power under the
laws of which it is organized, (2) the percentage of voting securities owned
or other basis of control by the person, if any, immediately controlling it.
None.
Item 26. Number of Holders of Securities
-------------------------------
State in substantially the tabular form indicated, as of a specified
date within 90 days prior to the date of filing, the number of record holders
of each class of securities of the Registrant.
The following information is given as of September 30, 1997:
Title of Class Number of Record Holders
-------------- ------------------------
Capital Stock 11,660
($0.001 par value)
Item 27. Indemnification
---------------
State the general effect of any contract, arrangements or statute under
which any director, officer, underwriter or affiliated person of the
Registrant is insured or indemnified in any manner against any liability which
may be incurred in such capacity, other than insurance provided by any
director, officer, affiliated person or underwriter for their own protection.
Under the terms of the Maryland General Corporation Law and the
Company's By-Laws, the Company may indemnify any person who was or is a
director, officer or employee of the Company to the maximum extent permitted
by the Maryland General Corporation Law; provided, however, that Company only
as authorized in the specific case upon a determination that indemnification
of such persons is proper in the circumstances. Such determination shall be
made (i) by the Board of Directors, by a majority vote of a quorum which
consists of directors who are neither "interested persons" of Company as
defined in Section 2(a)(19) of the 1940 Act, nor parties to the proceeding, or
(ii) if the required quorum is not obtainable or if a quorum of such directors
so directs by independent legal counsel in a written opinion. No
indemnification will be provided by the Company to any director or officer of
the Company of any liability to the Company or Shareholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of duty.
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------
Describe any other business, profession, vocation or employment of a
substantial nature in which the investment adviser of the Registrant, and each
director, officer or partner of any such investment adviser, is or has been,
at any time during the past two fiscal years, engaged for his own account or
in the capacity of director, officer, employee, partner or trustee.
See Prospectus Part A and Statement of Additional Information Part B
("Management of the Fund").
Item 29. Principal Underwriters
----------------------
(a) Lexington Money Market Trust
Lexington Tax Free Money Fund, Inc.
Lexington Growth and Income Fund, Inc.
Lexington Worldwide Emerging Markets Fund, Inc.
Lexington GNMA Income Fund, Inc.
Lexington Ramirez Global Income Fund
Lexington Goldfund, Inc.
Lexington Global Fund, Inc.
Lexington Corporate Leaders Trust Fund
Lexington Natural Resources Trust
Lexington Strategic Investments Fund, Inc.
Lexington Strategic Silver Fund, Inc.
Lexington International Fund, Inc.
Lexington Convertible Securities Fund
Lexington Emerging Markets Fund, Inc.
Lexington Crosby Small Cap Asia Growth Fund, Inc.
Lexington SmallCap Value Fund, Inc.
Lexington Troika Dialog Russia Fund, Inc.
<PAGE>
29 (b)
Position and Offices Position and
Name and Principal with Principal Offices with
Business Address Underwriter Registrant
- ------------------ -------------------- -------------
Peter Corniotes* Assistant Secretary Asst. Secretary
Lisa A. Curcio* Vice President and Vice President
Secretary and Secretary
Robert M. DeMichele* Chief Executive Officer Chairman of the
and Chairman Board and President
Richard M. Hisey* Chief Financial Officer, Vice President and
Managing Director & Director Chief Financial
Officer
Lawrence Kantor* Executive Vice President, Director & Vice
Managing Director & Director President
Richard Lavery* Vice President Vice President
Janice McInerney* Assistant Treasurer None
(c)
Not Applicable.
*P.O. Box 1515
Saddle Brook, New Jersey 07663
<PAGE>
Item 30. Location of Accounts and Records
--------------------------------
With respect to each account, book or other document required to
be maintained by Section 31(a) of the 1940 Act and the Rules (17 CFR 270,
31a-1 to 31a-3) promulgated thereunder, furnish the name and address of each
person maintaining physical possession of each such account, book or other
document.
The Registrant, Lexington Strategic Investments Fund, Inc., Park
80 West - Plaza Two, Saddle Brook, New Jersey 07663 will maintain physical
possession of such of each such account, book or other document of the
Company, except for those maintained by the Registrant's Custodian, Chase
Manhattan Bank, N.A., 1211 Avenue of the Americas, New York, New York 10036,
or Transfer Agent, State Street Bank and Trust Company, c/o National Financial
Data Services, City Center Square, 1100 Main, Kansas City, Missouri 64105.
Item 31. Management Services
-------------------
Furnish a summary of the substantive provisions of any management-related
service contract not discussed in Part A or B of this Form (because the
contract was not believed to be material to a purchaser of securities of the
Registrant) under which services are provided to the Registrant, indicating
the parties to the contract, the total dollars paid and by whom for the last
three fiscal years.
None.
Item 32. Undertakings -
------------
The Registrant, Lexington Strategic Investments Fund, Inc.,
undertakes to furnish a copy of the Fund's latest annual report,
upon request and without charge, to every person to whom a
prospectus is delivered.
<PAGE>
Registration No. 2-51641
Securities and Exchange Commission
Washington, D.C. 20549
Exhibits
Filed With
Form N-1A
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4. Rights of Holders
7. Retirement Plan for Eligible Directors
10. Opinion of Counsel as to Legality of Securities being registered.
11a. Consent of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel.
11b. Consent of independent auditors for the inclusion of their report
herein.
16. Performance Calculation
17. Article 6 Financial Data Schedule
Cover
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant certifies that it meets
all of the requirements for effectiveness of this amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act
of 1933 and has duly caused this amendment to be signed on its behalf by
the Undersigned, thereunto duly authorized, in the City of Saddle Brook
and State of New Jersey, on the 28th day of October, 1997.
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
/s/ Robert M. DeMichele
__________________________
By: Robert M. DeMichele
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Robert M. DeMichele Chairman of the Board October 28, 1997
_______________________ Principal Executive Officer
Robert M. DeMichele
/s/ Richard M. Hisey Principal Financial October 28, 1997
_______________________ and Accounting Officer
Richard M. Hisey
/s/ Lisa Curcio Principal Compliance October 28, 1997
_______________________ Officer
Lisa Curcio
*S.M.S. Chadha Director October 28, 1997
_______________________
S.M.S. Chadha
*Barbara R. Evans Director October 28, 1997
________________________
Barbara R. Evans
<PAGE>
Signature Title Date
*Beverley C. Duer, P.E. Director October 28, 1997
_________________________
Beverley C. Duer, P.E.
*Lawrence Kantor Director October 28, 1997
_________________________
Lawrence Kantor
*Jerard F. Maher Director October 28, 1997
_________________________
Jerard F. Maher
*Andrew M. McCosh Director October 28, 1997
_________________________
Andrew M. McCosh
*Donald B. Miller Director October 28, 1997
_________________________
Donald B. Miller
*John G. Preston Director October 28, 1997
_________________________
John G. Preston
*Margaret W. Russell Director October 28, 1997
_________________________
Margaret W. Russell
*By: /s/ Lisa Curcio
________________
Lisa Curcio
Attorney-in-Fact
Shareholder Rights
Shares issued by the Funds have no preemptive, conversion or subscription
rights. Each whole share is entitled to one vote as to any matter on which it is
entitled to vote and each fractional share is entitled to a proportionate
fractional vote. Shareholders have equal and exclusive rights as to dividends
and distributions as declared by each fund and to the net assets of each fund
upon liquidation or dissolution. Each fund votes separately on matters affecting
only that fund (e.g., approval of the Investment Management Agreement). Voting
rights are not cumulative, so the holders of more than 50% of the shares voting
in any election of Trustees or Directors can, if they so choose, elect all of
the Trustees or Directors of that Fund. Although the Funds are not required, and
do not intend, to hold annual meetings of shareholders, such meetings may be
called by each Fund's Board at its discretion, or upon demand by the holders of
10% or more of the outstanding shares of the Fund for the purpose of electing or
removing Trustees or Directors. Shareholders may receive assistance in
communicating with other shareholders in connection with the election or removal
of Trustees or Directors pursuant to the provisions of Section 16(c) of the
Investment Company Act.
Retirement Plan for Eligible Directors/Trustees
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 Director 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 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 Directors/Trustees will be eligible to serve as Honorary
Directors/Trustees for one year after retirement and will be entitled to be
reimbursed for travel expenses to attend a maximum of two meetings.
For more information regarding these benefits, refer to the Statement of
Additional Information to the section titled "Management of the Fund".
SPENGLER CARLSON GUBAR BRODSKY & FRISCHLING
ATTORNEYS AT LAW
280 PARK AVENUE, NEW YORK, N.Y. 10017
TELEPHONE
(212) 286-4000
June 1, 1992
Lexington Strategic Investments Fund, Inc.
Park 80 West, Plaza Two, Eighth Floor
Saddle Brook, New Jersey 07663
Re: Lexington Strategic Investments Fund, Inc.
Registration
__________________________________________
Dear Sirs:
We have acted as counsel for Lexington Strategic Investments
Fund, Inc., a Maryland corporation (the"Fund"), in connection with the
proposed Agreement and Plan of Reorganization (the "Agreement") between
the Company and Strategic Investment Fund, Inc. (the "Fund"). In
connection with the plan of reorganization and liquidation of the Fund
provided for in the Agreement, the Fund has requested that we render to
the Fund the opinion set forth below.
As counsel for the Company, we have reviewed the Articles of
Incorporation of the Company, its By-Laws, resolution of the directors
of the Company and the registration statement on Form N-1A (Registration
No. 2-58286) filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended (including exhibits thereto).
We have also made such inquiries of the Company and have examined
originals, certified copies or copies otherwise identified to our
satisfaction of such documents, records and other instruments of the
Company as we have deemed necessary or appropriate for the purposes of
this opinion. For purposes of such examination, we have assumed the
genuineness of all signatures on original documents and the conformity
to the original documents of all copies submitted.
In rendering this opinion, we have relied as to factual matters on
representations contained in the Agreement and have not independently
established or verified the accuracy of such factual matters.
We are members of the Bar of the State of New York and do not hold
ourselves out as experts or express any opinion as to the law of any
other state or jurisdiction. As to matters of Maryland law, we have
relied on an opinion of Maryland counsel, Venable, Baetcher and Howard
(a copy of which is attached). Our opinion is subject to the
qualifications and limitations set forth therein, which are incorporated
herein by reference as though fully set forth herein. Based upon and
subject to the foregoing, we are of the opinion, and so advise you, as
follows:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Maryland.
2. The Agreement, its execution and filing with the Securities
<PAGE>
Strategic Investment Fund, Inc.
Page 2
and Exchange Commission and the transactions contemplated therein have
been duly authorized and approved by all requisite corporate action of
the Company, and the Agreement has been duly executed by the Company and
is a valid and binding obligation of the Company, subject to the
following:
(i) applicable bankruptcy, insolvency, reorganization
moratorium, and other laws affecting the rights of creditors
generally; and
(ii) the exercise of judicial discretion in accordance with
general principles of equity.
3. The shares of the Company's common stock to be issued
pursuant to the Agreement have been duly authorized and upon
consummation of the reorganization provided for in the Agreement, will
be validly issued and will be fully paid and nonassessable shares of
common stock of the Company.
We assume no obligation to update or supplement this opinion to
reflect any events or state of facts which may hereafter come to our
attention, or any changes in laws or court decisions which may hereafter
occur.
This opinion letter is solely for your information, and, unless we
give our prior written consent, this opinion letter is not to be quoted
in whole or in part, otherwise referred to in any document or instrument
or furnished to or relied upon by any other person.
Kramer, Levin, Naftalis & Frankel
9 1 9 T H I R D A V E N U E
NEW YORK, N.Y. 10022 3852
(212) 715 9100
FAX
(212) 715-8000
______
WRITER'S DIRECT
NUMBER
(212) 715-9100
October 23, 1997
Lexington Strategic Investments Fund, Inc.
Park 80 West, Plaza Two
Saddle Brook, New Jersey 07663
Gentlemen:
We hereby consent to the reference to our firm as Counsel in Post-
Effective Amendment Number 27 to the Registration Statement of the Lexington
Strategic Investments Fund, Inc. on Form N-1A.
Very truly yours,
/s/Kramer, Levin, Naftalis & Frankel
Independent Auditors' Consent
To the Board of Directors and Shareholders
Lexington Strategic Investments Fund, Inc.:
We consent to the use of our report dated August 1, 1997 included herein and to
the references to our firm under the headings "Financial Highlights" and
"Counsel and Independent Auditors" in the Prospectus and "Independent Auditors"
in the Statement of Additional Information.
KPMG Peat Marwick LLP
New York, New York
October 24, 1997
<PAGE>
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
SCHEDULE OF PERFORMANCE QUOTATIONS
ENDING REDEEMABLE VALUE PURSUANT TO SEC RULES
N
P (1+T) = ERV
Where P = Initital payment of $1,000
T = Average annual total return
N = Number of years
From Commencement
N = 5.5
REINV. TOTAL
DATE INVESTMENT DIV. SHARES SHARES NAV VALUE
- -------------------------------------------------------------------------
01/02/92 $1,000.00 - 490.196 490.196 2.04 1,000.00
12/29/93 17.700 6.506 496.702
12/29/94 18.920 6.164 502.866
12/28/95 12.620 4.818 507.684
12/27/96 20.510 9.156 516.840
06/30/97 516.840 1.78 919.98
1/n 0.181818
(erv) 919.98
T = ------- - 1 = -------- - 1 = -0.0151
(P) 1,000.00
5.500000
ERV = 1,000 (1 + -0.0151 ) = $919.98
The original inception date was August 30, 1984. Prior to January, 1992
the Fund was managed by a different investment adviser. Investment results
for periods prior to that date are not reflected in this calculation.
<PAGE>
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
SCHEDULE OF PERFORMANCE QUOTATIONS
ENDING REDEEMABLE VALUE PURSUANT TO SEC RULES
N
P (1+T) = ERV
Where P = Initital payment of $1,000
T = Average annual total return
N = Number of years
5 Year:
REINV. TOTAL
DATE INVESTMENT DIV. SHARES SHARES NAV VALUE
- -------------------------------------------------------------------------
06/30/92 $1,000.00 - 746.269 746.269 1.34 1,000.00
12/29/93 26.940 9.905 756.174
12/29/94 28.810 9.384 765.558
06/28/96 19.220 7.334 772.892
12/27/96 31.220 13.940 786.832
06/30/97 786.832 1.78 1,400.56
1/n 0.2000
(erv) 1400.56
T = ------- - 1 = -------- - 1 = 0.0697
(P) 1,000.00
5
ERV = 1,000 (1 + 0.0697 ) = $1,400.56
<PAGE>
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
SCHEDULE OF PERFORMANCE QUOTATIONS
ENDING REDEEMABLE VALUE PURSUANT TO SEC RULES
N
P (1+T) = ERV
Where P = Initital payment of $1,000
T = Average annual total return
N = Number of years
This calculation includes the maximum 5.75% initital sales charge and
assumes reinvestment of dividends.
1 Year:
REINV. TOTAL
DATE INVESTMENT DIV. SHARES SHARES NAV VALUE
- -------------------------------------------------------------------------
06/28/96 $1,000.00 - 335.570 335.570 2.98 1,000.00
12/27/96 13.56 6.052 341.622
06/30/97 341.622 1.78 608.09
1/n 1.0000
(erv) 608.09
T = ------- - 1 = -------- - 1 = -0.3919
(P) 1,000.00
1
ERV = 1,000 (1 + -0.3919 ) = $608.09
<PAGE>
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
SCHEDULE OF PERFORMANCE QUOTATIONS
Total Return pursuant to non-standardized computation*
N
P (1+T) = Total Return
Where P = Initital payment of $1,000
T = Average annual total return
N = Number of years
From Commencement
N = 5.5
REINV. TOTAL
DATE INVESTMENT DIV. SHARES SHARES NAV VALUE
- --------------------------------------------------------------------------
01/02/92 $1,000.00 - 520.833 520.833 1.92 1,000.00
12/29/93 18.800 6.913 527.746
12/29/94 20.110 6.550 534.296
12/28/95 13.410 5.119 539.415
12/27/96 21.790 9.729 549.144
06/30/97 549.144 1.78 977.48
1/n 0.181818
(erv) 977.48
T = ------- - 1 = -------- - 1 = -0.0041
(P) 1,000.00
Total 5.500000
Return = 1,000 (1 + -0.0041 ) = $977.48
The original inception date was August 30, 1984. Prior to January, 1992
the Fund was managed by a different investment adviser. Investment results
for periods prior to that date are not reflected in this calculation.
*Non-standardized computation does not include the initial sales charge.
<PAGE>
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
SCHEDULE OF PERFORMANCE QUOTATIONS
Total Return pursuant to non-standardized computation*
N
P (1+T) = Total Return
Where P = Initital payment of $1,000
T = Average annual total return
N = Number of years
5 Year:
REINV. TOTAL
DATE INVESTMENT DIV. SHARES SHARES NAV VALUE
- --------------------------------------------------------------------------
06/30/92 $1,000.00 - 793.651 793.651 1.26 1,000.00
12/29/93 28.650 10.533 804.184
12/29/94 30.640 9.980 814.164
06/28/96 20.440 7.800 821.964
12/27/96 33.210 14.825 836.789
06/30/97 836.789 1.78 1,489.48
1/n 0.2000
(erv) 1489.48
T = ------- - 1 = -------- - 1 = 0.0829
(P) 1,000.00
Total 5
Return = 1,000 (1 + 0.0829 ) = $1,489.48
*Non-standardized computation does not include the initial sales charge.
<PAGE>
LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
SCHEDULE OF PERFORMANCE QUOTATIONS
Total Return pursuant to non-standardized computation*
N
P (1+T) = Total Return
Where P = Initital payment of $1,000
T = Average annual total return
N = Number of years
1 Year:
REINV. TOTAL
DATE INVESTMENT DIV. SHARES SHARES NAV VALUE
- --------------------------------------------------------------------------
06/28/96 $1,000.00 - 355.872 355.872 2.81 1,000.00
12/27/96 14.38 6.418 362.290
06/30/97 362.290 1.78 644.88
1/n 1.0000
(erv) 644.88
T = ------- - 1 = -------- - 1 = -0.3551
(P) 1,000.00
Total 1
Return = 1,000 (1 + -0.3551 ) = $644.88
*Non-standardized computation does not include the initial sales charge.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
The Schedule contains summary financial information extracted from year-end
audited financial statements dated June 30, 1997 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 44,356,003
<INVESTMENTS-AT-VALUE> 29,595,665
<RECEIVABLES> 803,563
<ASSETS-OTHER> 1,022,482
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 31,421,710
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 218,215
<TOTAL-LIABILITIES> 218,215
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 85,091,863
<SHARES-COMMON-STOCK> 17,493,770
<SHARES-COMMON-PRIOR> 20,697,790
<ACCUMULATED-NII-CURRENT> 152,145
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (39,279,783)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (14,760,730)
<NET-ASSETS> 31,203,495
<DIVIDEND-INCOME> 1,429,708
<INTEREST-INCOME> 120,511
<OTHER-INCOME> (7,585)
<EXPENSES-NET> 938,180
<NET-INVESTMENT-INCOME> 604,454
<REALIZED-GAINS-CURRENT> (564,051)
<APPREC-INCREASE-CURRENT> (19,330,979)
<NET-CHANGE-FROM-OPS> (19,290,576)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 768,498
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 40,011,394
<NUMBER-OF-SHARES-REDEEMED> 43,519,439
<SHARES-REINVESTED> 304,025
<NET-CHANGE-IN-ASSETS> (6,901,652)
<ACCUMULATED-NII-PRIOR> 342,235
<ACCUMULATED-GAINS-PRIOR> (50,164,101)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 444,480
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 938,180
<AVERAGE-NET-ASSETS> 47,551,312
<PER-SHARE-NAV-BEGIN> 2.81
<PER-SHARE-NII> .03
<PER-SHARE-GAIN-APPREC> (1.02)
<PER-SHARE-DIVIDEND> (.04)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.78
<EXPENSE-RATIO> 1.93
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
