<PAGE>
EXHIBIT E.
DISTRIBUTION AGREEMENT
Distribution Agreement, dated as of ________________, 2000, by
and between The Legends Fund, Inc. (the FUND), a Maryland corporation, and
Touchstone Securities, Inc. (TOUCHSTONE), an Ohio corporation.
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940 (the 1940 ACT); and
WHEREAS, the Fund is authorized to issue shares of capital stock
(SHARES) in separate series (the SERIES) with each Series representing
interests in a separate portfolio of securities and other assets; and
WHEREAS, Shares will be sold only to separate accounts (Separate
ACCOUNTS) of life insurance companies, including Integrity Life Insurance
Company and National Integrity Life Insurance Company, (the INSURANCE
COMPANIES) to fund variable annuity and variable life insurance contracts
(CONTRACTS); and
WHEREAS, Touchstone is registered as a broker-dealer under the
Securities Exchange Act of 1934 (the 1934 ACT) and is a member of the
National Association of Securities Dealers, Inc.; and
WHEREAS, the Fund desires Touchstone to be its principal underwriter
with respect to distribution of the Shares; and
WHEREAS, the 1940 Act prohibits any principal underwriter for a
registered openend investment company from offering for sale or selling any
security for which such company is the issuer except pursuant to a written
contract.
NOW THEREFORE, in consideration of the premises and on the terms set
forth herein, the Fund and Touchstone agree as follows:
1. The Fund hereby appoints Touchstone as Distributor of the
Shares and Touchstone accepts appointment as Distributor to
sell Shares of each Series to Insurance Companies and their
Separate Accounts at the Shares' most recent net asset values
determined in accordance with the current prospectus for the
Shares (the PROSPECTUS). In performing its duties as
Distributor, Touchstone will act in conformity with the
Prospectus and with the instructions and directions of the
Board of Directors of the Fund, the requirements of the
Securities Act of 1933, the 1934 Act, the 1940 Act and all
other applicable federal and state laws and regulations.
<PAGE>
2. The Fund shall not pay any compensation to Touchstone for
services as Distributor, and Touchstone shall bear all of its
expenses in serving as Distributor.
3. From time to time the Fund and Touchstone shall identify
Insurance Companies that desire to issue Contracts, and the
Fund and Touchstone shall enter into a Participation Agreement
with each such Insurance Company, containing such terms as the
Fund and Touchstone deem appropriate, providing for the sale
of Shares to the Insurance Company's related Separate
Accounts.
4. The Fund authorizes the Distributor, in connection with the
sale of Shares, to provide only such information and to make
only such statements or representations as are contained in
the Fund's then current prospectus or as specifically
authorized by the Fund.
5. This Agreement shall continue in effect from the date hereof
only so long as such continuance is specifically approved at
least annually after the first two years by the Board of
Directors of the Fund, including a majority of the Directors
who are not INTERESTED PERSONS of the Fund, as defined under
the 1940 Act.
6. The services of Touchstone to the Fund as Distributor are not
exclusive, and Touchstone may provide similar services to
other investment companies and may serve as principal
underwriter for sales of Contracts so long as its services as
Distributor are not thereby impaired.
7. This Agreement shall terminate automatically in the event
of its assignment, as defined under the 1940 Act.
8. This Agreement may be terminated by either the Fund or
Touchstone at any time on 60 days' written notice delivered to
the other party, without the payment of any penalty.
9. This Agreement shall be governed by the laws of the State
of New York.
<PAGE>
IN WITNESS WHEREOF, the Fund and Touchstone by their authorized
officers have caused this Agreement to be duly executed as of the day and
year first written above.
Attest: THE LEGENDS FUND, INC.
______________________________ By:_______________________________
Attest: TOUCHSTONE SECURITIES CORP.
______________________________ By:_______________________________
