SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No.__)

FILED BY THE REGISTRANT [X]

FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

LEXINGTON GLOBAL ASSET MANAGERS, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

1) Title of each class of securities to which transaction applies:

_________________________________________________________________________

2) Aggregate number of securities to which transaction applies:

_________________________________________________________________________

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

__________________________________________________________________________

4) Proposed maximum aggregate value of transaction:

__________________________________________________________________________

5) Total fee paid:

__________________________________________________________________________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

__________________________

2) Form, Schedule or Registration Statement No.:

__________________________

3) Filing Party:

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4) Date Filed:

__________________________

LEXINGTON GLOBAL ASSET MANAGERS, INC.
PARK 80 WEST PLAZA TWO
SADDLE BROOK, NEW JERSEY 07663

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 1999 Annual Meeting of the stockholders (the "Annual Meeting") of
Lexington Global Asset Managers, Inc. (the "Company") will be held at the
offices of the Company, Park 80 West Plaza Two, Saddle Brook, New Jersey 07663
on Thursday, May 13, 1999 at 9:15 A.M., Eastern Daylight time, for the following
purposes:

1. To elect three Class III Directors to hold office for a term to expire
at the 2002 Annual Meeting of the stockholders;

2. To ratify the appointment of KPMG LLP as independent auditors for the
current calendar year; and

3. To transact such other business as may properly come before the Annual
Meeting and any adjournment(s) or postponement(s) thereof.

The Board of Directors has fixed the close of business on April 1, 1999 as
the record date for the determination of the stockholders entitled to notice of,
and to vote at, the Annual Meeting.

Please read carefully the following Proxy Statement, which describes the
matters to be voted upon at the Annual Meeting, and then complete, sign and
return your Proxy as promptly as possible. Should you receive more than one
Proxy because your shares are registered in different names and addresses, each
Proxy should be signed and returned to assure that all your shares will be
voted. If you attend the Annual Meeting and vote by ballot, your Proxy will be
revoked automatically and only your vote at the Annual Meeting will be counted.

By Order of the Board of
Directors,

Lisa Curcio
Secretary

Saddle Brook, New Jersey
April 14, 1999

YOUR VOTE IS IMPORTANT

SO THAT YOUR COMMON STOCK WILL BE REPRESENTED AT THE ANNUAL MEETING IN THE EVENT
YOU ARE NOT PERSONALLY PRESENT, PLEASE DATE, SIGN AND RETURN PROMPTLY THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED. EXECUTION OF THE PROXY WILL NOT AFFECT
YOUR RIGHT TO VOTE IN PERSON IF YOU ARE PRESENT AT THE MEETING.

LEXINGTON GLOBAL ASSET MANAGERS, INC.
PARK 80 WEST PLAZA TWO
SADDLE BROOK, NEW JERSEY 07663
------------------------

PROXY STATEMENT
------------------------

FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 1999

GENERAL

This Proxy Statement is being furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Lexington Global Asset
Managers, Inc., a Delaware corporation (the "Company"), for the 1999 Annual
Meeting of the stockholders, to be held on Thursday, May 13, 1999 (the "Annual
Meeting"). The Annual Meeting will be held at the principal executive offices of
the Company, Park 80 West Plaza Two, Saddle Brook, New Jersey 07663 at 9:15
A.M., Eastern Daylight time.

This Proxy Statement and the accompanying form of proxy (the "Proxy") was
first mailed to stockholders on or about April 14, 1999.

SOLICITATION

Solicitation of Proxies for use at the Annual Meeting is being made by mail
on behalf of the Board of Directors.

The cost of solicitation will be borne by the Company. In addition to the
use of the mails, Proxies may be solicited by persons regularly employed by the
Company by personal interview or telephone and facsimile, with no additional
compensation therefor. Arrangements will also be made with brokerage houses and
other custodians, nominees and fiduciaries for the forwarding of solicitation
material to the beneficial owners of stock held of record by such persons. The
Company may reimburse such persons for their costs in forwarding the
solicitation material to such beneficial owners.

RECORD DATE, VOTING AND STOCK OWNERSHIP

On April 1, 1999, the record date for determination of stockholders
entitled to vote at the Annual Meeting, there were outstanding 4,670,872 shares
of common stock, par value $0.01 per share ("Common Stock"), of the Company
entitled to be voted at the Annual Meeting. Each stockholder is entitled to one
vote for each share of Common Stock held by such stockholder. The three
candidates for election as Class III Directors receiving the highest number of
affirmative votes of the shares entitled to vote at the Annual Meeting will be
elected Class III Directors of the Company. The other matters submitted for
stockholder approval at the Annual Meeting will be decided by the affirmative
vote of a majority of the shares present in person or represented by proxy and
entitled to vote on such matter.

The inspectors of election will treat abstentions and broker non-votes
(i.e., shares held by brokers or nominees that the broker or nominee does not
have discretionary power to vote on a particular matter and as to which
instructions have not been received from the beneficial owners or persons
entitled to vote) as shares that are present and entitled to vote for purposes
of determining a quorum. With regard to the election of directors, votes may be
cast in favor of director nominees or withheld and directors will be elected by
a plurality of the votes cast by proxy or in person at the Annual Meeting.
Accordingly, votes that are withheld for the election of directors and broker
non-votes will be excluded entirely from the vote and will have no effect on the
outcome of the election except to the extent that the failure to vote for a
particular nominee results in another nominee receiving a larger number of
votes. In matters requiring a majority of the shares present and entitled to
vote for approval, abstentions are considered to be shares present and entitled
to vote and therefore will have the effect of a negative vote on the matter.
Broker non-votes on such matters are not counted as shares eligible to vote

and will have no effect on the outcome of the matter. With respect to the
ratification of the appointment of auditors, therefore, abstentions will be
considered a negative vote and broker non-votes will have no effect.

Based upon their aggregate holdings of Common Stock, members of the
Richardson Family (defined below) have the ability to cast 49.2% of the votes of
shares held by stockholders entitled to notice of and to vote at the meeting.
See "Security Ownership of Certain Beneficial Owners."

REVOCABILITY OF PROXIES

If you are unable to attend the Annual Meeting, you may vote by Proxy. The
enclosed Proxy is solicited by the Company's Board of Directors and, when
returned properly completed, will be voted as you direct in your Proxy. Unless
otherwise instructed in the Proxy, the proxyholders will vote the Proxies
received by them FOR each of the two proposals described in this Proxy
Statement.

Any stockholder giving a Proxy has the power to revoke it at any time
before it is exercised. The Proxy may be revoked by filing with Lisa Curcio, the
Secretary of the Company, either a written statement revoking the Proxy or a
subsequently dated Proxy. You may also revoke your Proxy by attending the Annual
Meeting and voting in person.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

Proposals of stockholders of the Company that are intended to be presented
by such stockholders at the Company's 2000 Annual Meeting must be received by
the Company at its principal executive offices no later than December 10, 1999
in order that they may be included in the Proxy Statement and form of Proxy
relating to that meeting.

MATTERS TO BE CONSIDERED AT ANNUAL MEETING

PROPOSAL ONE -- ELECTION OF DIRECTORS

At the Annual Meeting, three Class III Directors will be elected to hold
office until the 2002 Annual Meeting of stockholders and until their successors
have been elected and qualified. Pursuant to the Bylaws, the Board of Directors
has fixed the number of Directors which shall constitute the Board of Directors
for the ensuing year at nine. The three persons named as nominees in the
following list have been nominated by the Nominating and Proxy Committee for
election to serve as Class III Directors at the Annual Meeting. The proxyholders
will vote the Proxies received by them FOR the nominees named below (unless
authority is withheld by a stockholder). Each person nominated for election has
agreed to serve if elected. If any nominee is, in the judgment of the Nominating
and Proxy Committee, unable or unavailable to serve, the Proxies may be voted
for the election of another person designated by that Committee, but it is not
presently anticipated that any nominee will be unable or unavailable to serve.
The three candidates receiving the highest number of the shares entitled to vote
at the Annual Meeting will be elected Class III Directors of the Company. The
names, ages, principal occupations and selected biographical information of the
Directors as of March 12,

1999, including such nominees, and the period of previous service as a Director
of the Company, are as described below.

NOMINEES

Set forth below is information regarding the nominees, including
information furnished by them as to principal occupation, other directorships
held, any arrangements pursuant to which they were selected as nominees and ages
as of March 12, 1999.

OTHER POSITIONS WITH THE COMPANY AND ITS SUBSIDIARIES; YEAR TERM
PRINCIPAL OCCUPATION FOR THE PAST FIVE YEARS; AND DIRECTOR OF OFFICE
AGE ALL OTHER DIRECTORSHIPS OF PUBLICLY HELD COMPANIES SINCE TO EXPIRE
--- ------------------------------------------------------ -------- -----------

Peter L. Richardson(1)............ 45 President of Smith Richardson Foundation, Inc.; 1995 2002
Managing Trustee of H. Smith Richardson Family Trust. (Class III)
Stuart S. Richardson(1)........... 52 Chairman of the Company; Director of Lexington 1995 2002
Management Corporation (investment counseling and (Class III)
mutual fund management subsidiary of the Company);
Vice Chairman of Vanguard Cellular Systems, Inc.
("Vanguard")(a telecommunications company); Director
of Chartwell Re Corporation ("Chartwell")(a
reinsurance company).
Carl H. Tiedemann................. 72 General Partner, Tiedemann Investment Group (an 1995 2002
investment management company). (Class III)

- ---------------
(1) Messrs. Peter L. Richardson and Stuart S. Richardson are brothers.

MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

Set forth below is information regarding the current Directors continuing
in office, including information furnished by them as to principal occupation,
other directorships held, any arrangements pursuant to which they were selected
as Directors and ages as of March 12, 1999.

OTHER POSITIONS WITH THE COMPANY AND ITS SUBSIDIARIES; YEAR TERM
PRINCIPAL OCCUPATION FOR THE PAST FIVE YEARS; AND DIRECTOR OF OFFICE
NAME AGE ALL OTHER DIRECTORSHIPS OF PUBLICLY HELD COMPANIES SINCE TO EXPIRE
- ---- --- ------------------------------------------------------ -------- -----------

Sion A. Boney, III (1)............ 43 President Bristol-Myers Products (a pharmaceutical 1995 2001
company); formerly Consultant, Marketing Corporation (Class I)
of America.
Robert M. DeMichele............... 54 President, Chief Executive Officer and Director of the 1995 2001
Company; Chairman and Chief Executive Officer of (Class I)
Lexington Management Corporation; Director of
Chartwell; Director of The Navigators Group, Inc. (an
insurance company); Director of Vanguard.
Haynes G. Griffin................. 52 Chairman of Vanguard. 1995 2001
(Class I)
William R. Miller................. 68 Retired; Director of Chartwell; formerly President and 1995 2000
Chief Executive Officer of Winterthur U.S. Holdings. (Class II)
L. Richardson Preyer (2).......... 80 Retired; formerly Professor, University of North 1995 2000
Carolina; formerly a Member of the U.S. House of (Class II)
Representatives from the State of North Carolina;
Director of Vanguard.
Lunsford Richardson, Jr. (1)(2)... 74 Director of Chartwell; Chairman of Richardson 1995 2000
Corporation of Greensboro. (Class II)

- ---------------
(1) Mr. Sion A. Boney, III is a nephew of Mr. Lunsford Richardson, Jr.

(2) Messrs. L. Richardson Preyer and Lunsford Richardson, Jr. are first cousins.

BOARD COMMITTEES AND MEETINGS

The Board of Directors has delegated certain of its authority to standing
Audit, Executive Personnel and Nominating and Proxy Committees.

The members of the Audit Committee are nominated annually by the Nominating
and Proxy Committee and appointed by the Board of Directors. Presently, the
members of the Audit Committee are Lunsford Richardson, Jr., L. Richardson
Preyer and Sion A. Boney, III. The Audit Committee is responsible for appointing
and engaging, subject to the approval of stockholders, the independent auditors
for the Company. The Audit Committee is also responsible for discussing and
approving plans for the auditors' annual audit, reviewing with the independent
auditors, and with management, the scope and results of the auditors' report and
monitoring the implementation of suggestions made by the independent auditors.
The Audit Committee met twice during 1998.

The members of the Executive Personnel Committee are designated by the
Board of Directors. The Chairman of the Executive Personnel Committee is
Lunsford Richardson, Jr. and the other members are William R. Miller and Carl H.
Tiedemann. The Executive Personnel Committee is primarily responsible for
reviewing, discussing and approving proposed executive salaries, benefit
changes, promotions, development plans and stock option grants. The Executive
Personnel Committee met twice during 1998.

The members of the Nominating and Proxy Committee are L. Richardson Preyer,
Lunsford Richardson, Jr. and Stuart S. Richardson. The Nominating and Proxy
Committee is primarily responsible for designating nominees for Directors of the
Company and soliciting proxies for the election of Directors and for all other
matters which come before the stockholders. The Nominating and Proxy Committee
is also responsible for the voting of proxies for the election of Directors and
for such other matters as may come before the stockholders. The Nominating and
Proxy Committee met once during 1998.

During 1998, each Director of the Company attended at least 75% of the
meetings of the Board of Directors and, to the extent such committee met, at
least 75% of the meetings of the committees on which he served. The Board of
Directors held four meetings in 1998.

DIRECTORS' COMPENSATION

A Director who is also an employee of the Company or one of its
subsidiaries receives no compensation for service on the Board that is in
addition to that received as an employee. Non-employee Directors who do not
receive a fee for consulting and/or advisory services provided to the Company
are paid an annual Director's fee of $10,000 plus $500 for each Board or
committee meeting attended.

EXECUTIVE OFFICERS' COMPENSATION

Set forth below is certain information regarding the compensation of each
of the four most highly compensated executive officers of the Company and its
affiliates (the "Named Executive Officers") for the calendar years ended
December 31, 1998, 1997 and 1996.

ANNUAL COMPENSATION SECURITIES
---------------------------------- UNDERLYING
OTHER RESTRICTED STOCK
ANNUAL STOCK OPTIONS ALL OTHER
NAME/POSITION YEAR SALARY BONUS COMPENSATION AWARDS(1) GRANTED(2) COMPENSATION(3)
- ------------- ---- -------- -------- ------------ ---------- ---------- ---------------

Stuart S. Richardson................ 1998 $264,850 0 -- -- 10,000 $ 7,433
Chairman 1997 $255,900 $ 25,000 -- $ 37,500 20,000 $ 7,633
1996 $246,300 $ 30,000 -- -- -- $ 7,389
Robert M. DeMichele................. 1998 $530,500 0 -- $ 24,188 10,000 $ 70,413
President & CEO 1997 $511,950 $ 75,000 -- $1,268,750 40,000 $ 68,327
1996 $492,600 $100,000 -- -- -- $ 65,933

Richard M. Hisey.................... 1998 $266,750 $ 40,000 -- $ 24,188 10,000 $ 7,506
Executive Vice President, CFO & 1997 $254,625 $140,000 -- $ 425,000 18,000 $ 7,575
General Manager -- Mutual 1996 $235,125 $130,000 -- -- -- $ 7,025
Funds
Lawrence Kantor..................... 1998 $293,500 $ 10,000 -- -- 10,000 $ 8,339
Executive Vice President 1997 $283,250 $120,000 -- $ 25,000 18,000 $ 8,433
1996 $272,250 $135,000 -- -- -- $ 8,139

- ---------------
(1) Represents grants of restricted stock under the Company's 1995 Long Term
Incentive Plan.

(2) Represents grants of options under the Company's 1995 Long Term Incentive
Plan.

(3) The amounts reported in this column represent, for each of the individuals
named, the employer portion of contributions to the Company's Pay Conversion
Plan, a defined contribution salary deferral plan which qualifies under
Section 401(k) of the Internal Revenue Code. In addition, amounts include
employer contributions to the Company's Executive and Supplemental Benefit
Plans, non-qualified plans replacing the portion of benefits which are in
excess of Internal Revenue Code (the "Code") limits for tax qualified plans.
For each of the last three calendar years, contributions to the Executive
Benefit Plan for Mr. DeMichele were $60,613, $58,577, and $56,433,
respectively; and for each of the last three calendar years contributions to
the Supplemental Benefits Plan were as follows: for Mr. Hisey, $3,203,
$2,825, and $2,525; for Mr. Kantor, $4,005, $3,683, and $3,639; and for Mr.
Richardson, $3,146, $2,883, and $2,889.

The following table contains information concerning the grants of stock
options under the Company's 1995 Long Term Incentive Plan with respect to the
Named Executive Officers during 1998.

OPTION GRANTS IN LAST FISCAL YEAR(1)

NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS EXERCISE ASSUMED ANNUAL RATES OF STOCK
UNDERLYING GRANTED TO OR BASE APPRECIATION FOR OPTION TERM(2)
OPTIONS EMPLOYEES IN PRICE EXPIRATION -------------------------------
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 0%($) 5%($) 10%($)
- ---- ---------- ------------ --------- ---------- ------- --------- ---------

Stuart S. Richardson...... 10,000 11.3 8.06 04/01/08 0 50,700 128,500
Robert M. DeMichele....... 10,000 11.3 8.06 04/01/08 0 50,700 128,500
Richard M. Hisey.......... 10,000 11.3 8.06 04/01/08 0 50,700 128,500
Lawrence Kantor........... 10,000 11.3 8.06 04/01/08 0 50,700 128,500

- ---------------
(1) Reflects option grants on April 1, 1998, one fourth of which become
exercisable on each of the first four anniversaries of the date of grant.
Vested options may be exercised at any time prior to the tenth anniversary
of the date of grant, unless the optionee's employment with the Company is
sooner terminated, in which case the optionee shall have a specified period
in which to exercise vested options. All options vest upon a change of
control (as defined in the Plan) of the Company.

(2) As required by the Securities and Exchange Commission (the "SEC"), the
amounts shown assume a 5% and 10% annual rate of appreciation on the price
of the Company's Common Stock throughout a 10 year Option Term. There can be
no assurance that the rate of appreciation assumed for purposes of this
table will be achieved. The actual value of the stock options to the Named
Executive Officers will depend on the future price of the Company's Common
Stock. As reflected in the column which assumes a 0% rate of appreciation,
the options will have no value to the Named Executive Officers if the price
of the Company's Common Stock does not increase above the exercise price of
the options. If the price of the Company's Common Stock increases, all
stockholders will benefit commensurately with the Named Executive Officers.
On December 31, 1998, there were 4,720,208 shares of Common Stock
outstanding and the closing price of the Common Stock was $3.875. Using the
same Assumed Annual Rates of Stock Price Appreciation for the Option Term to
arrive at Potential Realizable Value shown in the table above, the gain to
all stockholders as a group at the 5% and 10% rates would be $23,926,219 and
$60,633,735,
5

respectively. The amount of the gain to all Named Executive Officers as a
percentage of the gain to all stockholders under these scenarios would be
approximately 0.85%.

AGGREGATED OPTION EXERCISES IN 1998 AND YEAR-END OPTION VALUES

The following table sets forth information with respect to the Named
Executive Officers, concerning unexercised options held as of December 31, 1998.
No options with respect to the Company's Common Stock were exercised in 1998.

NUMBER OF
SHARES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS "IN THE MONEY" OPTIONS(1)
SHARES AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------

Stuart S. Richardson........ -- -- 27,500 32,500 $-- $--
Robert M. DeMichele......... -- -- 53,500 54,500 $-- $--
Richard M. Hisey............ -- -- 23,250 29,750 $-- $--
Lawrence Kantor............. -- -- 23,250 29,750 $-- $--

- ---------------
(1) These values are based upon the December 31, 1998 market price of the Common
Stock which was $3.875 per share.

RETIREMENT PLAN BENEFITS

The Company and its subsidiaries are the sponsors of a defined benefit
pension plan on behalf of their employees. In addition, the Company and its
subsidiaries are sponsors of an Executive Benefit Plan and a Supplemental
Benefits Plan on behalf of certain of their executives which are non-qualified
plans replacing the portion of benefits which are in excess of the Code limits
for tax qualified plans. Benefit formulas under the plans are explained below.
Benefits vest after five years of service.

An employee becomes a participant in the qualified plan after attaining age
21 and completing one year of service. The pension benefit is equal to the sum
of past service retirement income plus future service retirement income, and if
eligible, the non-qualified plans distributions. For a participant as of
December 31, 1988, the amount of normal retirement income standing to his credit
as of that date will not be less than 1 1/4% of the first $17,000 of his average
annual earnings for the calendar years 1984 through 1988 inclusive, plus 1 3/4%
of average earnings in excess of $17,000, multiplied by his credited service
through December 31, 1988. All participants' benefits for future service are
arrived at by calculating 1 1/2% of annual salary for each year of service. A
participant is eligible for this normal retirement pension on the first date of
the month coincident with or next following his 65th birthday.

The following table illustrates, as of December 31, 1998, for the Named
Executive Officers: (a) years of service credited under the retirement plans;
and (b) the estimated annual benefits payable under the plans, including Social
Security benefits, assuming the election of a single life annuity upon normal
retirement at the age of 65.

YEARS OF SERVICE AS OF ESTIMATED ANNUAL
NAME OF OFFICER DECEMBER 31, 1998 BENEFIT PAYABLE
- --------------- ---------------------- ----------------

Stuart S. Richardson...................... 12 $118,788
Robert M. DeMichele....................... 18 99,192
Richard M. Hisey.......................... 12 151,980
Lawrence Kantor........................... 14 133,332

EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS

Employment Agreements

The Company has entered into three year employment agreements with Messrs.
Richardson, DeMichele, Hisey and Kantor pursuant to which such executives serve
as Chairman, President and Chief Executive Officer, Executive Vice President and
Chief Financial Officer, and Executive Vice President, respectively. The
agreements became effective on December 13, 1995. Pursuant to such agreements,
the initial base salaries of Messrs. Richardson, DeMichele, Hisey and Kantor
were $240,000, $480,000, $225,000 and $264,000, respectively. Their salaries are
reviewed annually by the Executive Personnel Committee and ratified by the Board
of Directors. In 1998, Messrs. Richardson, DeMichele, Hisey and Kantor received
salary increases resulting in the following new base salaries: Mr. Richardson,
$267,000; Mr. DeMichele, $535,000; Mr. Hisey, $269,000; and, Mr. Kantor,
$296,000. Following the initial term, the agreements continue from year to year
unless terminated by either party on six months notice. Each agreement provides
for continuation of salary and benefits for the remaining term of the agreement
if employment is terminated by the Company "other than for cause" (as defined in
the agreements). If employment is terminated "other than for cause" following a
"change in control" (as defined in the agreements) of the Company or if an
executive terminates his employment following a "change in control" because his
authority and/or responsibilities are substantially reduced or he is required to
relocate, he is entitled to receive a payment equal to his average annual cash
compensation for the immediately preceding five fiscal years multiplied by 2.99.
However, if necessary, such payment will be reduced to an amount that would
cause the payment not to be disqualified from deductibility for Federal income
tax purposes by reason of Section 280G of the Code as an "excess parachute
payment." Each employment agreement also provides that the executive will not
solicit clients or employees of the Company for the term of the agreement and
the one year period following a termination of employment.

Severance Plan

On September 14, 1995, the Company adopted the Senior Management Severance
Plan (the "Severance Plan"). The Severance Plan is available to certain senior
management employees designated as participants by the Board of Directors or the
Executive Personnel Committee. The Severance Plan provides that if the
employment of a participant is terminated "other than for cause" (as defined in
the Severance Plan) following a "change in control" of the Company (as defined
in the Severance Plan) or if an executive terminates his employment following a
"change in control" because his authority and/or responsibilities are
substantially reduced or he is required to relocate, he is entitled to receive a
payment equal to his average annual cash compensation for the immediately
preceding five fiscal years multiplied by 2.99. However, if necessary, such
payment will be reduced to an amount that would cause the payment not to be
disqualified from deductibility for Federal income tax purposes by reason of
Section 280G of the Code as an "excess parachute payment." The Severance Plan
requires each participant, as a condition to participation, to agree not to
solicit clients or employees of the Company during such participant's employment
and for the one year period following a termination of employment. Messrs.
DeMichele, Richardson, Hisey and Kantor are designated participants in the
Severance Plan.

The Board of Directors of the Company unanimously approved the Severance
Plan because it believes the continued attention and dedication of the
particular employees to their duties under adverse circumstances is in the best
interests of the Company and its stockholders and ultimately outweighs the
potential cost of the benefit.

Deferred Compensation Program

The Company implemented a non-qualified deferred compensation program for
highly compensated employees in 1997. The program allows the employees to defer
a portion of their annual compensation.

Deferred Compensation Agreement

Pursuant to the Deferred Compensation Agreement dated as of February 2,
1981 with Mr. DeMichele, the Company will accrue $5,000 a year until Mr.
DeMichele's death or termination of employment and upon

such death or termination of employment (other than for cause), shall pay such
accrued amounts in a lump sum or, at the option of the Company, in five annual
installments.

TRANSACTIONS WITH DIRECTORS, OFFICERS OR THEIR ASSOCIATES

Approximately $915 million of invested assets of principal stockholders of
the Company (several of whom are directors) and their related interests are
managed by Lexington Management Corporation and Market Systems Research
Advisors, Inc., subsidiaries of the Company. See "Security Ownership of Certain
Beneficial Owners." The fees charged by Lexington Management Corporation and
Market Systems Research Advisors, Inc. for the management of such assets are
based upon standard fee schedules which are competitive with the fees charged on
nonrelated accounts.

Except as stated above, no Director or officer of the Company, nominee for
Director, beneficial owner of more than 5% of any class of stock of the Company
or member of the immediate family of any of the foregoing persons had any
material interest in any material transaction of the Company or any of its
subsidiaries or affiliates during the period from January 1, 1998 through March
12, 1999 or any such proposed transaction.

EXECUTIVE PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board has established an Executive Personnel Committee comprised of
Lunsford Richardson, Jr., William R. Miller and Carl H. Tiedemann. Mr. Stuart S.
Richardson and Mr. DeMichele also serve as Directors of Vanguard whose Chairman,
Mr. Haynes G. Griffin, is a member of the Board of Directors of the Company. Mr.
Stuart S. Richardson is Chairman of Vanguard's Executive Committee of which Mr.
DeMichele is a member. Mr. DeMichele also serves on the Compensation Committee
of Vanguard. Mr. Griffin does not serve on any committees of the Board of
Directors of the Company.

REPORT OF THE EXECUTIVE PERSONNEL COMMITTEE

The Executive Personnel Committee of the Board of Directors (the "Executive
Personnel Committee") is responsible for administering the executive
compensation plans and programs of the Company and for making recommendations to
the Board of Directors regarding the compensation of and benefits provided to
the Chief Executive Officer and the other executive officers of the Company and
its subsidiaries. The Board of Directors then reviews such recommendations. All
compensation decisions relating to the Chief Executive Officer must be approved
by the Board of Directors. The Company Executive Personnel Committee was
established on December 13, 1995 and met twice during 1998.

The following is a report submitted by the members of the Executive
Personnel Committee which addresses the Company's compensation policies for
1998, including the determination of bonuses for 1998. The names of the
Executive Personnel Committee members are set forth above.

General Policies Regarding the Compensation of Executive Officers.

The Company's executive compensation package consists of base salary, bonus
compensation and grants of stock-based awards under the Company's 1995 Long Term
Incentive Plan.

Base Salary.

In determining the salaries of the executive officers, the Executive
Personnel Committee reviews industry surveys and other compensation-related data
for executives with comparable responsibilities at similarly sized companies in
the investment management industry. In this regard, the Executive Personnel
Committee consulted surveys published on compensation of executives in the
investment management industry. The targets initially established in this manner
were subject to the Executive Personnel Committee's consideration of the
Company's performance and the attainment of specific goals concerning the
individual's performance. In addition, the Executive Personnel Committee
considered the executive's managerial responsibilities, new responsibilities and
performance in special projects.

Annual Bonus.

The bonus pool is directly linked to the operating performance of the
Company. In awarding bonuses, the Executive Personnel Committee focuses on the
pretax income of the Company as a percentage of its total revenue and compares
that percentage against other published industry statistics. In addition, the
Executive Personnel Committee reviews other financial measures such as return on
capital and compensation costs as a percentage of revenue. The Executive
Personnel Committee assigns such relative weight to these criteria as it deems
appropriate under all relevant facts and circumstances. The Executive Personnel
Committee allocates a portion of the total bonus pool to each executive officer
after a subjective and quantitative assessment of the individual's contribution
to the overall performance of the organization, the attainment of specific
performance goals and individual initiatives which contribute to the short and
long term success of the Company.

Long Term Incentive Compensation.

An executive officer's compensation is linked to the long term interests of
the stockholders by making a portion of each executive officer's potential
compensation dependent upon the price of the Company's Common Stock. The
Executive Personnel Committee awards stock options to purchase Common Stock
which have value only to the extent the market price of the underlying Common
Stock increases subsequent to the grant of the option. Additionally, the
Executive Personnel Committee awards shares of restricted stock, the value of
which is the market price of the Common Stock. The restricted stock has a three
year vesting provision and is awarded as both an incentive for achieving
specific performance goals and to align key employees' rewards directly with
those of the shareholders.

LIMITATION ON DEDUCTIBILITY OF EXECUTIVE COMPENSATION.

Section 162(m) of the Code, enacted as part of the Revenue Reconciliation
Act of 1993, limits the deductibility of compensation paid to certain executive
officers of the Company. To qualify for deductibility under Section 162(m),
compensation in excess of $1,000,000 per year paid to the Chief Executive
Officer and, in the case of the Company, the three other most highly compensated
executive officers at the end of such year generally must be "performance-based"
compensation as determined under Section 162(m). The Executive Personnel
Committee generally intends to comply with the requirements for full
deductibility of compensation under Section 162(m). However, the Executive
Personnel Committee will balance the costs and burdens involved in such
compliance against the value to the Company and its shareholders of the tax
benefits to be obtained by the Company thereby, and may in certain instances pay
compensation that is not fully deductible if in its determination such costs and
burdens outweigh such benefits.

1998 COMPENSATION

The amounts shown as 1998 bonus in the Summary Compensation Table were paid
in March 1999 and are correlated with the profitability of the Company. The
bonus pools, including a key man supplemental pool, represented 2.7% of revenue
in 1998 in comparison with 6.9% in 1997. Pre-federal taxable income was 7.6% of
revenue in comparison with 17.3% in 1997.

Both the decline in pre-federal taxable income and the 64% reduction in the
size of the bonus pool was directly related to the Company's financial
performance, which was impacted by the poorer operating environment for
Lexington's specialty funds, i.e., Worldwide Emerging Markets, Troika Dialog
Russia, Goldfund and Strategic Investments. These markets on which these
specialty funds focus have not recovered from recent capital outflows and
currency depreciation and the general lack of interest on the part of investors
to invest in markets that have significantly underperformed.

Compensation of the Chief Executive Officer

The Company's Executive Personnel Committee set Mr. DeMichele's salary
level after reviewing industry comparisons for companies in the investment
advisory and mutual fund industry, taking into consideration that the industry
is not homogeneous and that there is a wide range of companies in terms of size,
capability and product offerings. In 1998, Mr. DeMichele's annual base salary
was increased to $535,000,
9

an increase of 3.5% from 1997. For 1998, Mr. DeMichele was not awarded a bonus
although he received a bonus of $75,000 in 1997. In 1999, his salary has not
been increased from the 1998 amount of $535,000.

The decision to not pay a bonus for 1998's performance and to maintain the
same salary was directly related to the overall Company performance in 1998. As
CEO, many factors are taken into consideration in determining Mr. DeMichele's
compensation. The Company's financial results, investment performance, and new
business initiatives, the accomplishment of key strategic priorities and
compensation in comparison with other key executives, are all factors that the
Executive Personnel Committee evaluated in arriving at Mr. DeMichele's 1998
compensation. Although, under Mr. DeMichele's leadership, significant progress
was made in exceeding expectations in several of these evaluation criteria
categories, the overall financial operating performance of the Company was given
the greatest weight by the Executive Personnel Committee in determining 1998
compensation.

The Executive Personnel Committee awarded Mr. DeMichele 10,000 stock
options in 1998. In addition, as part of a long term incentive package in 1998,
Mr. DeMichele was awarded 3,000 shares of restricted stock for achieving
investment performance goals for the Lexington Natural Resources Trust, of which
he is the lead portfolio manager. This grant is in addition to the 161,000
shares previously granted. Mr. DeMichele's stock options and restricted stock
have varying vesting provisions that extend until 2008. The restricted stock
component of Mr. DeMichele's long term incentive package has a three year
vesting provision under which 57,333 shares (35%) have vested as of March 30,
1999.

The Executive Personnel Committee implemented the award plan in recognition
of the value of Mr. DeMichele's contributions as Chief Executive Officer,
Chairman of the Company's Investment Strategy Group and President of the
Lexington family of mutual funds. In establishing these awards, the Executive
Personnel Committee considered Mr. DeMichele's impact on the Company as it
relates to investment performance, marketing and product development and his
role in developing a strategic business plan for the Company. These
contributions are examined in view of the responsibilities of other Chief
Executive/Chief Investment Officers in the financial services industry and their
respective incentive packages, recognizing the lack of homogeneity in the
industry, as size, investment product and business strategy vary among
companies, making a precise comparison of title and related responsibilities
difficult. The award was also made and reviewed in relation to the industry and
as a percentage of the total awards granted to all officers participating in the
1995 Long-Term Incentive Plan.

The Executive Personnel Committee believes that the award package is a
critical incentive to directly link Mr. DeMichele's long-term financial reward
directly to those of all the Company's stockholders.

Submitted by: Lunsford Richardson, Jr., William R. Miller and Carl H.
Tiedemann

PERFORMANCE GRAPH

The following line graph compares the percentage change in the cumulative
total stockholder return on the Company's Common Stock with the NASDAQ Stock
Market Index and the NASDAQ Financial Stocks Index during the period from
December 13, 1995 through December 31, 1998. It assumes $100 invested on
December 13, 1995 (including dividends reinvested) in Common Stock of the
Company as against each index. There can be no assurance that the Company's
Common Stock performance will continue into the future with the same or similar
trends depicted in the graph.

[LINE GRAPH]

LEXINGTON GLOBAL NASDAQ FINANCIAL STOCKS NASDAQ STOCK MARKET
Period ending ASSET MANAGERS, INC. SIC 6000-6799 US & FOREIGN (US COMPANIES)
(DOLLARS)

Dec 13 95 100.00 100.00 100.00
Dec 29 95 100.66 100.15 99.58
Jun 30 96 106.26 104.84 112.16
Dec 31 96 131.58 128.75 122.19
Jun 30 97 144.74 154.11 136.49
Dec 31 97 192.10 202.08 148.63
Jun 30 98 147.37 209.10 179.34
Dec 31 98 81.58 209.96 207.54

STOCK SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth certain information as of March 12, 1999
concerning the beneficial ownership of the Company's Common Stock for: (i) each
of the Company's Directors and nominees who own Common Stock, (ii) each of the
Named Executive Officers and (iii) all Directors and Executive Officers of the
Company as a group. For purposes of this Proxy Statement, beneficial ownership
of securities is defined in accordance with the rules of the SEC and means
generally the power to vote or dispose of securities, regardless of any economic
interest therein.

NUMBER OF SHARES OF PERCENT OF
NAME OF BENEFICIAL OWNER COMMON STOCK(1) COMMON STOCK
- ------------------------ ------------------- ------------

Sion A. Boney, III(2)(3).................................... 313,308 6.7
Robert M. DeMichele(4)...................................... 210,654 4.5
Haynes G. Griffin(3)........................................ 421,464 9.0
Richard M. Hisey(5)......................................... 61,301 1.3
Lawrence Kantor(6).......................................... 9,447 *
William R. Miller........................................... 12,000 *
L. Richardson Preyer........................................ 1,165 *
Lunsford Richardson, Jr.(2)................................. 161,959 3.5
Peter L. Richardson(2)(3)................................... 541,458 11.6
Stuart S. Richardson(2)(3)(7)............................... 1,176,203 25.2
Carl H. Tiedemann........................................... -- --
Directors and Executive Officers as a Group................. 2,908,959 62.3

- ---------------
* Less than 1%.

(1) The amounts shown include shares which are beneficially owned by more than
one individual since many shares are held in trusts with more than one
trustee.

(2) The individuals named may be deemed to be control persons of the Company
(other than solely by reason of being Directors of the Company) according to
the rules of the SEC.

(3) These individuals share voting and/or investment power with respect to
certain of their share holdings. For a breakdown of the number of shares for
which control is sole or shared, see "Security Ownership of Certain
Beneficial Owners."

(4) This amount includes restricted share grants under the Company's 1995 Long
Term Incentive Plan of 164,000 shares of which 57,333 are vested as of March
12, 1999.

(5) This amount includes restricted share grants under the Company's 1995 Long
Term Incentive Plan of 57,000 shares of which 19,334 are vested as of March
12, 1999.

(6) This amount includes a restricted share grant under the Company's 1995 Long
Term Incentive Plan of 4,000 shares on February 3, 1997, of which 2,667 are
vested as of March 12, 1999.

(7) This amount includes a restricted share grant under the Company's 1995 Long
Term Incentive Plan of 6,000 shares on February 3, 1997, of which 4,000 are
vested as of March 12, 1999.

PROPOSAL TWO -- RATIFICATION OF INDEPENDENT AUDITORS

The Nominating and Proxy Committee, at the recommendation of the Audit
Committee, has appointed the firm of KPMG LLP as independent auditors for the
1999 calendar year and until their successors are selected. The services to be
performed by KPMG LLP will primarily include an audit of the Company's 1999
consolidated financial statements and other services related to various filings
with the SEC.

The Company expects that a representative of KPMG LLP will attend the
Annual Meeting and will have the opportunity to make a statement if he or she so
desires. In addition, such representative will be available to respond to
appropriate questions from stockholders or their representatives.

THE NOMINATING AND PROXY COMMITTEE AND BOARD OF DIRECTORS CONSIDER KPMG LLP
TO BE WELL QUALIFIED AND RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR RATIFICATION.

The affirmative vote of the shares representing a majority of the shares
present at the meeting in person or represented by Proxy and entitled to vote,
will be required to approve this item proposed by the Board of Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of March 12, 1999 with
respect to shares of the Common Stock which are held by certain persons and
entities known to the Company to be the beneficial owners of more than 5% of the
Company's outstanding Common Stock.

NUMBER OF SHARES OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK(1) COMMON STOCK
- ------------------------------------ ------------------- ------------

Sion A. Boney, III(2)(3).................................... 313,308 6.7
777 Scudders Mill Road, Princeton, NJ 08543
Barbara R. Evans(2)(4)...................................... 742,854 15.9
5 Fernwood Road, Summit, NJ 07901
Laurinda V. Lowenstein(2)(5)................................ 331,300 7.1
29 W. 15th Street, New York, NY 10011
Peter L. Richardson(2)(6)................................... 541,458 11.6
1285 Mill Hill Road, Southport, CT 06490
Stuart S. Richardson(2)(7).................................. 1,176,203 25.2
Park 80 West Plaza Two, Saddle Brook, NJ 07663
Richard G. Smith, III(2)(8)................................. 762,411 16.3
2325 Cob Tailway, Blacklick, OH 43004
Center for Creative Leadership(9)........................... 421,464 9.0
P.O. Box P-1, Greensboro, NC 27402
Richardson Family(10)....................................... 2,297,538 49.2

- ---------------
(1) The amounts shown include shares which are beneficially owned by more than
one individual since many shares are held in trusts with more than one
trustee.

(2) These shares are included in those owned by the "Richardson Family", as
defined below.

(3) These shares include shares of various trusts of which Sion A. Boney, III
is a trustee and as to which he exercises shared voting and investment
power with respect to such shares. Sion A. Boney, III exercises sole voting
and investment power with respect to 25,432 shares of Common Stock.

(4) These shares include shares of various trusts of which Barbara R. Evans is
a trustee and as to which she exercises shared voting and investment power
with respect to such shares. Barbara R. Evans exercises sole voting and
investment power with respect to 217,416 shares of Common Stock.

(5) These shares include shares of various trusts of which Laurinda V.
Lowenstein is a trustee and as to which she exercises shared voting and
investment power with respect to such shares. Laurinda V. Lowenstein
exercises sole voting and investment power with respect to 4,580 shares of
Common Stock

(6) These shares include shares of various trusts of which Peter L. Richardson
is a trustee and as to which he exercises shared voting and investment
power with respect to such shares. Peter L. Richardson has sole voting and
investment power with respect to 400 shares of Common Stock which shares
are also included in those shares owned by the "Richardson Family," as
defined below.

(7) These shares include shares of various trusts of which Stuart S. Richardson
is a trustee and as to which he exercises shared voting and investment
power with respect to such shares. Stuart Smith Richardson exercises sole
voting and investment power with respect to 456,408 shares of Common Stock
which shares are also included in those shares owned by the "Richardson
Family," as defined below.

(8) These shares include shares of various trusts of which Richard G. Smith, III
is a trustee and as to which he exercises shared voting and investment power
with respect to such shares. Richard G. Smith, III exercises sole voting and
investment power with respect to 59,236 shares of Common Stock.

(9) The Members of the Center for Creative Leadership are: Messrs. Eric R.
Calhoun, Haynes G. Griffin, Thomas K. Hearn, Jr., Ph.D., Winburne King, III,
Esq., L. Richardson Preyer, Jr., John W. Red, Jr., Peter L. Richardson,
Stuart S. Richardson and Ingar Skaug. These individuals are deemed to be
beneficial owners of all shares held by the Center.

(10) See below for a description of the "Richardson Family."

"Richardson Family," as used herein, means the descendants of Lunsford
Richardson, Sr., their spouses, trusts, a corporation in which they have
interests and charitable organizations established by such descendants. In
addition, several of the descendants of Mr. Richardson or their spouses
currently serve as directors of the Company (Messrs. Sion A. Boney, III; L.
Richardson Preyer; Lunsford Richardson, Jr.; Peter L. Richardson; and Stuart S.
Richardson). At March 12, 1999, such descendants and spouses (numbering
approximately 190 persons), trusts, a corporation in which they have interests
and charitable organizations established by them owned approximately 2,297,538
shares of Common Stock (or 49.2% of the outstanding Common Stock). Many of these
shares may be deemed to be beneficially owned by more than one person because of
multiple fiduciaries, but such shares have been counted only once for purposes
of the foregoing totals. These individuals and institutions have differing
interests and may not necessarily vote their shares in the same manner.
Furthermore, trustees and directors have fiduciary obligations (either
individually or jointly with other fiduciaries) under which they must act on the
basis of fiduciary requirements which may dictate positions which differ from
their personal interests.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than ten percent (10%) of a registered class of the
Company's equity securities, to file with the SEC initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. Reporting persons are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company, the following persons failed to file, on a
timely basis, reports required by Section 16(a) of the Exchange Act, for the
number of transactions indicated:

Mr. Richardson failed to file timely an Annual Statement of Beneficial
Ownership of Securities on Form 5 (a "Form 5") with respect to 10,000 stock
options granted during the year ended December 31, 1998. Mr. DeMichele, failed
to file timely a Form 5 with respect to 10,000 stock options and 3,000 shares of
restricted stock granted during the year ended December 31, 1998. Mr. Kantor
failed to file timely a Form 5 with respect to 10,000 stock options granted
during the year ended December 31, 1998. Mr. Hisey failed to file timely a Form
5 with respect to 10,000 stock options and 3,000 shares of restricted stock
granted during the year ended December 31, 1998. Such forms, in each case, were
subsequently filed.

OTHER BUSINESS

The Board of Directors and Management know of no business other than that
specified in the Notice of Annual Meeting of Stockholders which will be
presented for consideration at the 1999 Annual Meeting; but if other matters are
presented, it is the intention of the proxyholders to vote in accordance with
their best judgment and discretion on such matters.

The consolidated financial statements and other financial information of
the Company and its subsidiaries, as well as notes to the financial statements,
the related report of KPMG LLP, and Management's discussion and analysis of
financial statements are contained in the Company's Annual Report to
Stockholders for 1998, which will accompany this Proxy Statement.

Solicited by the Board of
Directors

Lisa Curcio
Secretary

April 14, 1999

/X/ Please mark your
votes as in this
example.

This proxy, when properly executed, will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR election of
directors and FOR approval of the appointment of independent auditors.
________________________________________________________________________________
________________________________________________________________________________

FOR WITHHELD

1. Election of Directors.
(See reverse) / / / /
______________________________

For, except vote withheld from the following nominee(s):

2.To approve the appointment of KPMG LLP as independent auditors for the current
calendar year. / / / /

3.In their discretion, the Proxies are authorized to act upon such other
matters as may properly come before the Annual Meeting or any adjournment(s)
or postponement(s) thereof.
________________________________________________________________________________

Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
_______________________________
_______________________________

SIGNATURE (S) DATE 1999

P
R
O
X
Y

LEXINGTON GLOBAL ASSET MANAGERS, INC. Proxy Solicited by the Board of
Directors For the 1999 Annual Meeting of Stockholders, May 13, 1999 The
undersigned stockholder(s) of LEXINGTON GLOBAL ASSET MANAGERS, INC., (the
"Company") hereby appoint(s) the members of The Nominating and Proxy Committee,
Stuart Smith Richardson, L. Richardson Preyer and Lunsford Richardson, Jr., and
each or any of them (the "Proxies"), the true and lawful agents and
attorneys-in-fact for the undersigned, with power of substitution, to attend and
to vote the stock owned by or registered in the name of the undersigned, as
instructed below, at the 1999 Annual Meeting of Stockholders (the "Annual
Meeting") to be held at the offices of the Company, Park 80 West, Plaza Two,
Saddle Brook, NJ on May 13, 1999, at 9:15 A.M. local time, and at any
adjournment(s) or postponement(s) thereof, for the transaction of the following
business:

1. To elect three Class III Directors to hold office for a term to expire at
the 2002 Annual Meeting of the Stockholders; Nominees: Peter L. Richardson,
Stuart S. Richardson and Carl H. Tiedemann

2. To ratify the appointment of KPMG LLP as independent auditors for the
current calendar year; and,

3. To transact such other business as may properly come before the Annual
Meeting and any adjournment(s) or postponement(s) thereof.

You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. Please sign and return this card
using the enclosed envelope.

(CONTINUED ON REVERSE SIDE)

SEE REVERSE
SIDE