<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:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] 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:
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
<PAGE>
PRELIMINARY COPY
THE LEGENDS FUND, INC.
200 East Wilson Bridge Road
Worthington, Ohio 43085
ARM CAPITAL ADVISORS MONEY MARKET PORTFOLIO
____________________________________
Notice of Special Meeting of Shareholders
____________________________________
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 , 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>
PRELIMINARY COPY
THE LEGENDS FUND, INC.
200 East Wilson Bridge Road
Worthington, Ohio 43085
ARM CAPITAL ADVISORS MONEY MARKET PORTFOLIO
____________________________________
PROXY STATEMENT
Special Meeting of Shareholders
May 17, 1996, 3:00 p.m.
____________________________________
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 , 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 _____ , of which ____ shares (___%) were held by Separate
Account II of Integrity and ____ shares (___%) were held by Separate Account II
of National Integrity. 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. (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
<PAGE>
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.
2
<PAGE>
THE ADVISORY ARRANGEMENTS OF THE PORTFOLIO
Pursuant to the Management Agreement 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-adviser 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 subadviser. In addition, the Board voted to amend the Management
Agreement between the Fund and the 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 contained
below under "Information About the Manager."
3
<PAGE>
PROPOSAL NO. 1: APPROVAL OR DISAPPROVAL OF PROPOSED
AMENDMENTS TO INVESTMENT MANAGMENT 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.
4
<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
5
<PAGE>
239 S. Fifth Street, Louisville, Kentucky 40202. The address of each 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:
<TABLE>
<CAPTION>
Name Position with the Fund Position with ARM and/or the Manager
- ---- ---------------------- ------------------------------------------------
<S> <C> <C>
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
</TABLE>
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.
6
<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.
7
<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 , 1996
CERTIFICATE HOLDERS ARE REQUESTED TO FILL IN, DATE AND SIGN THE VOTING
INSTRUCTIONS CARD AND RETURN IT PROMPTLY IN THE ENCLOSED PREPAID ENVELOPE.
8
<PAGE>
PRELIMINARY COPY
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>
PRELIMINARY COPY
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
