<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-12
The Legends Fund, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
THE LEGENDS FUND, INC.
200 East Wilson Bridge Road
Worthington, Ohio 43085
ARM Capital Advisors Money Market Portfolio
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Notice of Special Meeting of Shareholders
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To the Shareholders of the ARM Capital Advisors Money Market Portfolio (formerly
the Mitchell Hutchins Money Market Portfolio) of The Legends Fund, Inc.:
A special meeting of shareholders of the ARM Capital Advisors Money Market
Portfolio (the "Portfolio") of The Legends Fund, Inc. (the "Fund") will be held
at 239 S. Fifth Street, Louisville, Kentucky 40202, on Friday, May 17, 1996 at
3:00 p.m., Eastern Time, for the following purposes:
1. To approve or disapprove amendments to the Management Agreement between the
Fund and ARM Capital Advisors, Inc. (the "Manager"), including a reduction
of the investment advisory fee for the Portfolio.
2. To transact such other matters as may properly come before the meeting or
any adjournment thereof.
The Board of Directors of the Fund has fixed the close of business on
April 10, 1996 as the record date for determining the number of shares
outstanding and the certificate holders entitled to give voting instructions
with respect to the Portfolio.
By Order of the Board of Directors,
Kevin L. Howard
Secretary
April 15, 1996
EACH CERTIFICATE HOLDER IS URGED TO EXERCISE THE RIGHT TO GIVE VOTING
INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS OF THE PORTFOLIO BY FILLING
IN, DATING AND SIGNING THE ENCLOSED VOTING INSTRUCTIONS CARD AND RETURNING IT IN
THE RETURN ENVELOPE PROVIDED.
<PAGE>
THE LEGENDS FUND, INC.
200 East Wilson Bridge Road
Worthington, Ohio 43085
ARM Capital Advisors Money Market Portfolio
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PROXY STATEMENT
Special Meeting of Shareholders
May 17, 1996, 3:00 p.m.
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The Legends Fund, Inc. (the "Fund" was incorporated in Maryland on July 22,
1992, under the name "Integrity Series Fund, Inc." and is an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"). It is a series-type investment company currently
consisting of ten investment portfolios, including the ARM Capital Advisors
Money Market Portfolio (formerly the Mitchell Hutchins Money Market Portfolio,
and referred to herein as the "Portfolio"). Shares of the Portfolio are offered
to Separate Account II of Integrity Life Insurance Company ("Integrity") and
Separate Account II of National Integrity Life Insurance Company ("National
Integrity"), a wholly-owned subsidiary of Integrity, for the investment of
contributions under certain variable annuity contracts and certificates
("certificates") issued by Integrity and National Integrity.
This Proxy Statement is being furnished, on or about April 15, 1996, on
behalf of the Board of Directors of the Fund to the shareholders of the
Portfolio for their use in obtaining voting instructions from the certificate
holders on the proposals to be considered at a special meeting of shareholders
of the Portfolio scheduled to be held at 239 S. Fifth Street, Louisville,
Kentucky 40202, on Friday, May 17, 1996, at 3:00 p.m. The Board of Directors has
fixed the close of business on April 10, 1996 as the record date (the "Record
Date") for determining the number of shares outstanding and the certificate
holders entitled to give voting instructions to Integrity and National
Integrity.
At the Record Date, the total number of shares of the Portfolio outstanding
was 783,874,272, of which 536,229,675 shares (approximately 68%) were held by
Separate Account II of Integrity and 247,644,597 shares (approximately 32%) were
held by Separate Account II of National Integrity. Based upon information
supplied to the Fund, as of the Record Date, Bernice Moore, P.O. Box 689,
Reidsville, North Carolina 37320 and William & Mary Sharp Trs., 1460 Gulf
Boulevard, Apartment 803, Clearwater, Florida 34630, had allocated,
respectively, contributions under variable annuity contracts such that upon the
pass-through of voting rights by Integrity and National Integrity, they would
have the right to give voting instructions with respect to 133,157,500 shares
(approximately 17%) and 79,615,080 shares (approximately 10%) of the Fund. Other
than the foregoing, as of the Record Date, no person or "group" (as such term is
defined in the Securities Exchange Act of 1934, as amended, and the rules
thereunder) were known to the Fund to have allocated contributions under their
variable annuity contracts such that, upon the pass-through of voting rights by
Integrity and National Integrity, they would have the right to give voting
instructions with respect to more than 5% of the outstanding shares of the
Portfolio. The Directors and officers of the Fund, both individually and as a
group, own less than 1% of the Portfolio's outstanding shares.
The Fund expects that the solicitation of voting instructions from
certificate holders will be made by mail, and solicitation also may be made by
telephone communications from employees of ARM Capital Advisors, Inc.
<PAGE>
(the "Manager"), the Fund's investment manager, or its affiliates, who will not
receive compensation for such services. All costs of the meeting and soliciting
proxies will be borne by the Portfolio.
Integrity and National Integrity, the holders of record of shares of the
Portfolio, are required to "pass through" to their certificate holders the right
to vote shares of the Portfolio. The Fund expects that Integrity and National
Integrity will solicit voting instructions from their certificate holders and
that Integrity and National Integrity will vote 100% of the shares of the
Portfolio held by their respective Separate Accounts. Integrity and National
Integrity will vote shares of the Portfolio for which no instructions have been
received in the same proportion as they vote shares for which they have received
instructions. Abstentions will have the effect of a negative vote on a proposal.
Unmarked voting instructions received from certificate holders will be voted in
favor of the proposals. Integrity and National Integrity, as record shareholders
of the Portfolio, may adjourn the meeting of shareholders for a period or
periods of not more than 60 days in the aggregate if necessary to obtain
additional voting instructions from certificate holders. The cost of preparing
and distributing to certificate holders additional proxy materials if required
in connection with any adjournment will be borne by the Portfolio.
Proxies executed by shareholders may be revoked by a written instrument
received by the Secretary of the Fund at any time before they are exercised, by
the delivery of a later-dated proxy or by attendance at the meeting and voting
in person. Pursuant to the Fund's Articles of Incorporation, the presence in
person or by proxy of the holders of record of one-third of the shares issued
and outstanding and entitled to vote at a meeting shall constitute a quorum for
the transaction of business at such meeting. Approval of Proposal No. 1 will
require the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the Portfolio, or (2) 67% or more of the shares of the
Portfolio present at the meeting, in person or by proxy, if the holders of 50%
or more of the outstanding shares of the Portfolio are present or represented by
proxy.
EACH CERTIFICATE HOLDER IS URGED TO EXERCISE THE RIGHT TO GIVE VOTING
INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS OF THE PORTFOLIO BY FILLING
IN, DATING AND SIGNING THE VOTING INSTRUCTIONS CARD FOR THE PORTFOLIO AND
RETURNING THE CARD IN THE RETURN ENVELOPE PROVIDED.
<PAGE>
The Advisory Arrangement of the Portfolio
Pursuant to the Management between the fund and the Manager (the
"Management Agreement"), the Manager serves as investment manager of the Fund
and each investment portfolio thereof (including the Portfolio) and in
connection therewith is authorized (but not required) to enter into sub-advisory
agreements with registered investment advisers pursuant to which it may delegate
its obligations for providing investment advisory and certain other services in
connection with one or more of such investment portfolios.
On February 16, 1996, the Board of Directors of the Fund voted to terminate
the sub- advisory agreement with the then sub-advisor for the Portfolio,
Mitchell Hutchins Asset Management, Inc. ("MHAM"). In connection therewith, the
Board of Directors determined that all of the investment operations of the
Portfolio should be performed by the Manager, without the use of any subadvisor.
In addition, the Board voted to amend the Management Agreement between the Fund
and Manager to reduce the annual advisory fee relating to the portfolio from
.65% to .50% of average net assets. The Board of Directors also called a special
meeting of shareholders of the Portfolio for the purpose of approving the
foregoing new advisory arrangements. The Sub-Advisory Agreement with MHAM
terminated effective as of March 31,1996, the lower fee rate went into effect on
April 1, 1996, and the name of the Portfolio was changed from "Mitchell Hutchins
Money Market Portfolio" to ARM Capital Advisors Money Market Portfolio."
Integrity served as investment manager of the Fund until January 31, 1996.
The Manager assumed, with the consent of the Directors of the Fund, the Duties
and responsibilities of investment manager to the Fund from Integrity on
February 1, 1996, following an internal corporate reorganization. Both the
Manager and Integrity are wholly-owned subsidiaries of ARM Financial Group, Inc.
("ARM"). The transaction involving the transfer of duties and responsibilities
from Integrity to the Manager did not result in a change in the actual
management or control of the investment manager of the Fund; there was no change
in the management or personnel actually providing advisory services to the Fund;
and there was no change in the terms of the Fund's management agreement,
including no change in the compensation received by the investment manager. The
Management Agreement is dated as of November 26, 1993, and was submitted to
shareholders of the Fund for approval at a meeting held November 3, 1993. The
Management Agreement was reviewed and continued by the Directors of the Fund at
a meeting held November 3, 1995. Information concerning the Manager is below
under "Information About the Manager."
<PAGE>
PROPOSAL NO. 1: APPROVAL OR DISAPPROVAL OF PROPOSED
AMENDMENTS TO INVESTMENT MANAGEMENT AGREEMENT
The principal amendment to the Management Agreement reflects a reduction in
the annual advisory fee rate relating to the Portfolio from .65% to .50% of
average net assets. The other amendments make certain changes appropriate to
reflect the change in the name of the Portfolio. Other than the foregoing, there
is no change to the terms of the Management Agreement in respect of the
Portfolio. Information concerning the advisory fees for the Portfolio, and the
effect of the amendment to the Portfolio's advisory fee under the Management
Agreement, is contained below under "General Information - Information About the
Portfolio's Management Fees."
Pursuant to the Management Agreement, the Manager is responsible, among
other things, for investment advisory and other services, subject to general
oversight by the Fund's Board of Directors. In addition, the Manager is
obligated to keep certain books and records of the Fund and administers the
Fund's corporate affairs. In connection therewith, the Manager furnishes the
Fund with office facilities, together with those ordinary clerical and
bookkeeping services which are not being furnished by the Fund's custodians or
transfer and dividend disbursing agent.
Under the terms of the Management Agreement, the Portfolio bears all
expenses incurred in its operation that are not specifically assumed by the
Manager or SBM Financial Services, Inc. ("SBMFS"), the Fund's distributor.
General expenses of the Fund not readily identifiable as belonging to one of the
portfolios are allocated among the portfolios by or under the direction of the
Board of Directors in such manner as the Board determines to be fair and
equitable. Expenses borne by the Portfolio include, but are not limited to, the
following (or the Portfolio's allocated share of the following): (1) the cost
(including brokerage commissions, if any) of securities purchased or sold by the
Portfolio and any losses incurred in connection therewith; (2) investment
management fees; (3) organizational expenses; (4) filing fees and expenses
relating to the registration and qualification of the Fund or the shares of the
Portfolio under federal or state securities laws and maintenance of such
registrations and qualifications; (5) fees and expenses payable to the Directors
who are not interested persons (as defined in the 1940 Act) of the Fund or the
Manager, Integrity, National Integrity or any sub-adviser; (6) taxes (including
any income or franchise taxes) and governmental fees; (7) costs of any
liability, directors' and officers', uncollectable items of deposit and other
insurance and fidelity bonds; (8) legal, accounting and auditing expenses; (9)
charges of custodians, transfer agents and other agents; (10) expenses of
setting in type and providing a camera-ready copy of prospectuses and
supplements thereto, expenses of setting in type and printing or otherwise
reproducing statements of additional information and supplements thereto and
reports and proxy materials for existing shareholders; (11) any extraordinary
expenses (including fees and disbursements of counsel) incurred by the Fund or
the Portfolio; (12) fees, voluntary assessments and other expenses incurred in
connection with membership in investment company organizations; and (13) costs
of meetings of shareholders.
The Manager voluntarily limits the expenses of the Portfolio, other than
for brokerage commissions and the investment management fee, to .50% of average
net assets on an annualized basis. The Manager's reimbursement of Portfolio
expenses results in an increase to the Portfolio's yield and total return. The
Manager has reserved the right to withdraw or modify its policy of expense
reimbursement for the Portfolio.
<PAGE>
Considerations of the Directors
The Directors of the Fund believe that the amendments to the Management
Agreement are in the best interests of the Portfolio and its shareholders.
In considering the amendments to the Management Agreement, the Directors,
including the Directors who are not interested persons of the Fund (as defined
in the 1940 Act) (the "Disinterested Directors"), were provided such information
as they deemed necessary in order to enable them to consider whether the
amendments were in the best interests of the Portfolio and its shareholders. In
connection with the Directors' consideration of the amendments, the Manager
represented that notwithstanding the change in structure from the use of a
subadviser to the direct management of the Portfolio's investments by the
Manager and the overall reduction in management fees, there would not be any
diminution in the quality or scope of services under the Management Agreement as
proposed to be amended. Upon consideration of the information presented to them,
and based upon the foregoing representations, the Directors concluded that
because there were no material changes to the terms of the Management Agreement
with respect to the Portfolio in connection with the reduction in investment
advisory fee, the reduction in the fee in the present instance was in the best
interests of the Portfolio and its shareholders because it could result in an
overall benefit to shareholders by producing a reduction in the Portfolio's
overall expense ratio without resulting in any reduction in the services
provided to the Portfolio.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
PROPOSAL NO. 1.
GENERAL INFORMATION
Information About the Portfolio's Management Fees
For the fiscal year ended June 30, 1995, the Portfolio paid Integrity, as
investment manager, a fee of $40,612, of which $31,240 was paid by Integrity to
MHAM. In addition, for the fiscal year ended June 30, 1995, Integrity reimbursed
the Portfolio for aggregate expenses in the amount of $6,639.
If the amended Management Agreement, and the new reduced fee rates
thereunder, had been in effect during the entire fiscal year ended June 30,
1995, the total fees paid to the Manager by the Portfolio would have been
$31,240. This fee would have amounted to a reduction of 23% from the fee
actually paid during such fiscal year.
Information About the Manager
The Manager is a wholly-owned subsidiary of ARM Financial Group, Inc., a
Delaware corporation. ARM is a financial services company providing retail and
institutional products and services to the long-term savings and retirement
market. The Morgan Stanley Leveraged Equity Fund II, L.P., Morgan Stanley
Capital Partners III, L.P., Morgan Stanley Capital Investors, L.P. and MSCP III
892 Investors, L.P., investment funds sponsored by Morgan Stanley Group, Inc.
("Morgan Stanley"), own approximately 91% of the outstanding shares of voting
stock of ARM. The Manager currently provides investment management services to
institutional and individual clients, including ARM and its subsidiaries, with
combined assets in excess of $5.0 billion. The address of the Manager is 200
Park Avenue, 20th Floor, New York, New York 10166. The address of ARM is
<PAGE>
239 S. Fifth Street, Louisville, Kentucky 40202. The address of each of Morgan
Stanley and the investment funds sponsored by it is 1221 Avenue of the Americas,
New York, New York 10020.
The Manager commenced investment advisory operations on January 5, 1995, on
which date it acquired the domestic fixed income unit of Kleinwort Benson
Investment Management Americas Inc. The Manager is also the investment adviser
to the mutual funds comprising the State Bond Group, including State Bond Cash
Management Fund. The Manager is paid a fee for managing State Bond Cash
Management Fund at the annual rate of .60% of the first $500 million of average
daily net assets, .55% of the next $250 million of average daily net assets and
.45% of the next $250 of average daily net assets. From that fee, an amount
equal to .20% per year of the fund's average daily net assets is paid to SBMFS
pursuant to the fund's Rule 12b-1 plan and underwriting agreement. As of January
31, 1996 State Bond Cash Management Fund had approximately $3 million in net
assets.
The following chart lists those officers and Directors of the Fund who are
also affiliated with ARM and/or the Manager, and sets forth the nature of those
affiliations:
Name Position with the Fund Position with ARM and/or the Manager
- ---- ---------------------- ------------------------------------
John R. Lindholm Chairman and Director Executive Vice President--Chief
Marketing Officer of ARM
Edward J. Haines President Vice President, Marketing, ARM
Don W. Cummings Controller Controller, ARM and the Manager
Peter S. Resnik Treasurer Treasurer, ARM and the Manager
Kevin L. Howard Secretary Assistant General Counsel, ARM;
Compliance Officer, the Manager
The principal occupation of each person listed above is his occupation with ARM.
The address of each of the above listed persons is 239 S. Fifth Street,
Louisville, Kentucky 40202.
Distributor
Pursuant to a distribution agreement dated August 30, 1995, SBMFS acts
without remuneration as the Fund's agent for distribution of the Portfolio's
shares. SBMFS is a wholly-owned subsidiary of ARM, and has no obligation to sell
any stated number of shares. Shares of the Fund and the Portfolio are sold only
to separate accounts of Integrity and National Integrity. SBMFS's address is
100 North Minnesota Street, P.O. Box 69, New Ulm, Minnesota 56073-0069.
Transfer Agent, Dividend Agent and Recordkeeping Agent
Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City,
Missouri 64105, acts as the Fund's transfer agent, dividend agent and
recordkeeping agent.
<PAGE>
Portfolio Transactions
Subject to policies established by the Fund's Board of Directors, the
Manager is responsible for the execution of portfolio transactions and the
allocation of brokerage transactions for the Portfolio. As a general matter, in
executing portfolio transactions, the Manager employs or deals with such brokers
or dealers as may, in its best judgment, provide prompt and reliable execution
of the transaction at favorable security prices and reasonable commission rates.
In selecting brokers or dealers, the Manager considers all relevant factors,
including the price (including the applicable brokerage commission or dealer
spread), size of the order, nature of the market for the security, timing of the
transaction, the reputation, experience and financial stability of the broker-
dealer, the quality of service, difficulty of execution and execution
capabilities and operational facilities of the firm involved and in the case of
securities, the firm's risk in positioning a block of securities. Prices paid to
dealers in principal transactions, on which no brokerage commission is paid and
through which most debt securities and some equity securities are traded,
generally include a spread, which is the difference between the prices at which
the dealer is willing to purchase and sell a specific security at that time. To
the extent the Portfolio invests in securities traded in the over-the-counter
markets, it engages primarily in transactions with the dealers who make markets
in such securities, unless a better price or execution can be obtained by using
a broker. The fund has no obligation to deal with any broker or group of brokers
in the execution of portfolio transactions. Brokerage arrangements may take into
account the distribution of certificates by broker-dealers, subject to best
price and execution.
To the extent consistent with Rule 17e-1 under the 1940 Act, the Portfolio
may enter into transactions with broker-dealers that are affiliated persons, or
affiliated persons of such affiliated persons, of the Portfolio ("affiliated
brokers"). The Fund's Board of Directors has adopted procedures pursuant to Rule
17e-1 under the 1940 Act to ensure that all brokerage commissions paid to
affiliated brokers are fair and reasonable. No transactions may be effected by
the Portfolio with an affiliate of the Manager, Integrity, National Integrity or
Morgan Stanley, acting as principal for its own account. During the fiscal year
ended June 30, 1995, the Portfolio paid no brokerage commissions to affiliates
of the Manager, Integrity, National Integrity or Morgan Stanley, or the
Portfolio's previous sub-adviser.
Other Matters
The Board of Directors of the Fund does not know of any other business to
be brought before the meeting. If any other matters properly come before the
meeting, the shareholders will vote on such matters in their discretion.
Reports to Shareholders and Financial Statements
The Fund's Annual Report to shareholders, including the audited financial
statements of the Portfolio for the fiscal year ended June 30, 1995, and the
Fund's Semi-Annual Report to shareholders, including the unaudited financial
statements of the Portfolio for the six-month period ended December 31, 1995,
are available from the Fund. The Fund's Reports should be read in conjunction
with this Proxy Statement, but are not part of the proxy soliciting material.
Copies of the Reports may be obtained from the Fund, without charge, by
contacting the Fund in writing at the address on the cover of this Proxy
Statement, or by calling 1-800-325-8583.
<PAGE>
Shareholder Proposals
The Fund is not required to hold annual meetings of shareholders and the
Directors currently do not intend to hold such meetings unless shareholder
action is required in accordance with the 1940 Act or the Fund's Articles of
Incorporation. A shareholder proposal to be considered for inclusion in the
proxy statement at any meeting of shareholders hereafter called must be
submitted a reasonable time before the proxy statement relating thereto is
mailed. Whether a proposal submitted will be included in the proxy statement
will be determined in accordance with applicable federal and state laws.
Respectfully Submitted,
Kevin L. Howard
Secretary
Dated: April 15, 1996
CERTIFICATE HOLDERS ARE REQUESTED TO FILL IN, DATE AND SIGN THE VOTING
INSTRUCTIONS CARD AND RETURN IT PROMPTLY IN THE ENCLOSED PREPAID ENVELOPE.
<PAGE>
PROXY
THE LEGENDS FUND, INC.
200 EAST WILSON BRIDGE ROAD
WORTHINGTON, OHIO 43085
ARM CAPITAL ADVISORS MONEY MARKET PORTFOLIO
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Kevin L. Howard and Don W. Cummings as proxies,
each with the power to appoint his substitute, and hereby authorizes each of
them acting singly or jointly to represent and to vote, as designated below, all
shares of the ARM Capital Advisors Money Market Portfolio (the "Portfolio") of
The Legends Fund, Inc. (the "Fund") held of record by the undersigned on April
10, 1996 at the meeting of shareholders to be held on May 17, 1996, or any
adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.
BY SIGNING AND DATING THIS CARD YOU AUTHORIZE THE PROXIES TO VOTE THE PROPOSAL
AS MARKED OR, IF NOT MARKED, TO VOTE "FOR" THE PROPOSAL, AND TO USE THEIR
DISCRETION TO VOTE ANY OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
If you do not intend to personally attend the meeting, please complete and
return this card at once in the enclosed envelope.
1. To approve amendments to the Management Agreement between the Fund and ARM
Capital Advisors, Inc. (the "Manager"), including a reduction in the investment
advisory fee for the Portfolio.
FOR [_] AGAINST [_] ABSTAIN [_]
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR AS EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
- -------------------------------------------------------------------------------
SIGNATURE DATE SIGNATURE (IF HELD JOINTLY)
Please mark boxes [X] in blue or black ink.
<PAGE>
VOTING INSTRUCTIONS CARD
FOR PROXY SOLICITED BY THE LEGENDS FUND, INC.
FOR THE ARM CAPITAL ADVISORS MONEY MARKET PORTFOLIO
The undersigned instructs Integrity Life Insurance Company (the "Company") to
vote, as shown below, all shares of the ARM Capital Advisors Money Market
Portfolio of The Legends Fund, Inc. (the "Portfolio") attributable as of April
10, 1996 to the undersigned's variable annuity contract, at the Special Meeting
of shareholders of the Portfolio scheduled to be held on May 17, 1996, at
3 p.m., and at any adjournment thereof, and to vote, in its sole discretion, on
such other matters as may properly come before the Meeting. Receipt of the
Portfolio's Notice of Special Meeting and accompanying Proxy Statement is hereby
acknowledged. If this sheet is signed and returned without direction, the
Company will vote FOR proposal 1. If this sheet is not returned or is returned
unsigned, the Company will vote shares attributable to your contract in the same
proportion as it votes shares for which it has received instructions. Please
return this voting instruction card promptly in the envelope provided.
1. Approval of amendments to the Management Agreement between the Fund and ARM
Capital Advisors, Inc. (the "Manager"), including a reduction in the
investment advisory fee for the Portfolio:
[_] FOR [_] AGAINST [_] ABSTAIN
Sign below exactly as your name (or names for joint
owners) appears on this card and give your full title
when signing as executor, trustee or in any other
fiduciary capacity.
Owner:
----------------------------------------------
Joint Owner:
----------------------------------------
Date:
-----------------------------------------------
IMPORTANT: SIGN AND DATE THIS CARD
VOTING INSTRUCTIONS CARD
FOR PROXY SOLICITED BY THE LEGENDS FUND, INC.
FOR THE ARM CAPITAL ADVISORS MONEY MARKET PORTFOLIO
The undersigned instructs National Integrity Life Insurance Company (the
"Company") to vote, as shown below, all shares of the ARM Capital Advisors Money
Market Portfolio of The Legends Fund, Inc. (the "Portfolio") attributable as of
April 10, 1996 to the undersigned's variable annuity contract, at the Special
Meeting of shareholders of the Portfolio scheduled to be held on May 17, 1996,
at 3 p.m., and at any adjournment thereof, and to vote, in its sole discretion,
on such other matters as may properly come before the Meeting. Receipt of the
Portfolio's Notice of Special Meeting and accompanying Proxy Statement is hereby
acknowledged. If this sheet is signed and returned without direction, the
Company will vote FOR proposal 1. If this sheet is not returned or is returned
unsigned, the Company will vote shares attributable to your contract in the same
proportion as it votes shares for which it has received instructions. Please
return this voting instruction card promptly in the envelope provided.
1. Approval of amendments to the Management Agreement between the Fund and ARM
Capital Advisors, Inc. (the "Manager"), including a reduction in the
investment advisory fee for the Portfolio:
[_] FOR [_] AGAINST [_] ABSTAIN
Sign below exactly as your name (or names for joint
owners) appears on this card and give your full title
when signing as executor, trustee or in any other
fiduciary capacity.
Owner:
----------------------------------------------
Joint Owner:
----------------------------------------
Date:
-----------------------------------------------
IMPORTANT: SIGN AND DATE THIS CARD
