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SUPPLEMENT DATED OCTOBER 19, 1995
TO PROSPECTUS DATED NOVEMBER 1, 1994.
THE LEGENDS FUND, INC.
CHANGE IN SUB-ADVISORY ARRANGEMENTS FOR THE DREMAN VALUE PORTFOLIO
Sale of Dreman Value Management, L.P. On August 24, 1995, Dreman Value
Management, L.P. ("DVM, L.P."), the Sub-Adviser to the Dreman Value Portfolio,
sold substantially all of its assets to Dreman Value Advisors, Inc. ("Dreman
Advisors"), a wholly owned subsidiary of Kemper Financial Services, Inc. ("KFS")
(the "Acquisition"). KFS is an indirect wholly owned subsidiary of Kemper
Corporation ("Kemper"), a publicly owned financial services holding company. As
a result of the Acquisition, the sub-advisory agreement between Integrity and
DVM, L.P. automatically terminated. In connection with the Acquisition, however,
Dreman Advisors, as successor to DVM, L.P., agreed with Integrity to continue to
provide investment advisory services to the Dreman Value Portfolio on an interim
basis until such time as a sub-advisory agreement in respect of the Portfolio is
approved by the Portfolio's shareholders. Dreman Advisors has agreed with
Integrity to provide such interim services without compensation. The interim
agreement with Dreman Advisors was approved by the Fund's Board of Directors,
including all of the directors who are not "interested persons" of the Fund. In
addition, Dreman Advisors has agreed to pay the expenses of soliciting
shareholder approval of a proposed new sub-advisory agreement between Integrity
and Dreman Advisors.
The Board of Directors has unanimously approved the proposed sub-advisory
agreement between Integrity and Dreman Advisors, to become effective upon the
approval thereof by the shareholders of the Dreman Value Portfolio. The sub-
advisory agreement is being submitted for the approval the shareholders of the
Dreman Value Portfolio at a meeting scheduled to be held on October 27, 1995.
Dreman Advisors was established as a wholly owned subsidiary of KFS in
order to purchase substantially all of the assets of DVM, L.P., and thereafter
conduct the investment advisory business previously conducted by DVM, L.P.
Dreman Advisors has had no operating activity prior to August 24, 1995; however,
since the Acquisition, Dreman Advisors has assumed the investment advisory
operations of DVM, L.P., under which it serves as investment adviser to three
mutual fund series as well as to private accounts.
Proposed Sale of Kemper to Zurich Insurance Company. Kemper has entered
into an agreement (the "Merger Agreement") whereby ZIP Acquisition Corp.
("ZIP"), an 80% owned, indirect subsidiary of Zurich Insurance Company
("Zurich"), will be merged with and into Kemper and Kemper will continue as the
surviving corporation (the "Kemper merger"). In connection with the Kemper
merger, KFS will be merged with KFS Acquisition Corp., a wholly-owned, indirect
subsidiary of Zurich, with the surviving corporation ("New KFS") continuing with
the name "Kemper Financial Services, Inc." Founded in 1872, Zurich is a
multinational, public corporation organized under the laws of Switzerland.
Zurich's primary business is as an insurer. It
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is expected that the foregoing transactions will close early January, 1996.
The consummation of the Kemper merger will result in a change in control of
Dreman Advisors and, accordingly, an automatic termination of the sub-advisory
agreement between Integrity and Dreman Advisors. Subject to the approval by the
Dreman Value Portfolio's shareholders of the sub-advisory agreement between
Integrity and Dreman Advisors referred to above, the Board of Directors has
unanimously approved a new sub-advisory agreement between Integrity and Dreman
Advisors, to become effective upon the consummation of the Kemper merger. The
new sub-advisory agreement is also being submitted for approval by the
shareholders of the Dreman Value Portfolio at the meeting scheduled to be held
on October 27, 1995.
CHANGE IN SUB-ADVISORY ARRANGEMENTS FOR THE RENAISSANCE BALANCED PORTFOLIO
Renaissance Investment Management ("Renaissance"), the Sub-Adviser to the
Renaissance Balanced Portfolio, is currently the subject of the agreement
described below (the "Renaissance Transaction"), the consummation of which will
result in a change in the ownership of Renaissance and, accordingly, an
automatic termination of the sub-advisory agreement between Integrity and
Renaissance. The Board of Directors of the Fund has unanimously approved a new
sub-advisory agreement between Integrity and Renaissance, to become effective
upon the consummation of the Renaissance Transaction. The new sub-advisory
agreement is being submitted for approval by the shareholders of the Renaissance
Balanced Portfolio at a meeting scheduled to be held on November 3, 1995.
Renaissance Investment Management, Inc. ("RIM") and Descartes, Inc.
("Descartes") are currently the two general partners of Renaissance. RIM owns
80% of the partnership interests in Renaissance and Descartes owns the remaining
20%. RIM is controlled by S. William Miller and Frank W. Terrizzi, who together
own approximately 88% of the voting stock of RIM. Descartes is principally owned
by Donald W. Kennedy, Michael E. Schroer and Paul A. Radomski, who together own
approximately 88% of the voting stock of Descartes.
Renaissance, RIM, and Descartes, together with certain key management
employees of Renaissance who are also stockholders in Descartes, and
corporations wholly owned by such key management employees, have entered into an
agreement pursuant to which, subject to the satisfaction of certain conditions,
RIM will exercise its purchase rights to obtain an additional 11% interest in
Renaissance, and immediately thereafter RIM will transfer all its interest in
Renaissance to Affiliated Managers Group, Inc. ("AMG"), a Delaware corporation.
Upon the closing of the Renaissance Transaction, AMG will be the sole managing
general partner of Renaissance and will have a seventy percent (70%) interest in
the profits of Renaissance. Descartes and the corporations owned by key
management employees of Renaissance will have in the aggregate a thirty percent
(30%) interest in the profits of Renaissance. An additional ten percent (10%)
interest, of which AMG will be deemed the owner upon consummation of the
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Renaissance Transaction, will be reserved for subsequent issuance to key
employees upon the satisfaction of certain conditions.
AMG was established in December 1993 to obtain investment interests in high
quality investment management firms. More than fifty percent (50%) of the stock
of AMG is controlled by TA Associates, Inc., a Delaware corporation which,
together with its predecessors, has directly or indirectly invested in more than
200 enterprises prior to its investment in AMG.
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