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SUPPLEMENT DATED FEBRUARY 18, 2000
TO
PROSPECTUS DATED NOVEMBER 1, 1999
THE LEGENDS FUND, INC.
As stated in the Supplement dated January 21, 2000, ARM Financial Group
Inc. ("ARM") announced on December 17, 1999 that it had signed a definitive
agreement whereby The Western and Southern Life Insurance Company would acquire
the insurance subsidiaries of ARM (the "Transaction"). ARM is also the parent
company of Integrity Capital Advisors, Inc. (the "Current Manager"), the
investment adviser to The Legends Fund, Inc. (the "Fund"). The Transaction is
expected to close late in the first quarter of 2000 (the "Closing Date"). The
Current Manager is not being sold in the Transaction. However, it is
contemplated that upon consummation of the Transaction, the Current Manager will
cease operations as an investment adviser.
On February 18, 2000, the Board of Directors of the Fund approved a new
investment management agreement (the "New Management Agreement") between the
Fund and Touchstone Advisors, Inc. (the "New Manager") and new sub-advisory
agreements (the "New Sub-Advisory Agreements") between the New Manager and the
Sub-Advisers for the four portfolios of the Fund (the "Portfolios"), each to
become effective upon the later of the Closing Date or the date shareholder
approval is received. With respect to the Zweig Asset Allocation Portfolio and
the Zweig Equity (Small Cap) Portfolio (the "Zweig Portfolios"), the Board of
Directors re-approved the sub-advisory servicing agreement (the "Servicing
Agreement") by and among Zweig/Glaser Advisers LLC, certain of its affiliates
and Zweig Consulting LLC.
The Fund intends to hold a special meeting of the shareholders on or about
April 4, 2000, for the purpose of voting on the New Management and Sub-Advisory
Agreements and certain other matters. Contract holders as of February 24, 2000
will receive a proxy statement and voting instructions card.
In connection with the approval of the New Management Agreement and the New
Sub- Advisory Agreements (collectively, the "New Advisory Agreements"), the
Board of Directors considered that the Transaction might close and the Current
Manager might cease operations prior to the date of the special meeting of
shareholders and receipt of shareholder approval. Accordingly, the Board of
Directors approved an Interim Management Agreement with the New Manager and
Interim Sub-Advisory Agreements with the current Sub-Advisers (collectively, the
"Interim Advisory Agreements") relating to each of the Portfolios. The Interim
Advisory Agreements will take effect upon the Closing Date if shareholder
approval of the New Advisory Agreements has not yet been obtained and will
remain in effect for a period up to 150 days. The Interim Advisory Agreements
require all advisory and sub-advisory fees to be escrowed pending shareholder
approval of the New Advisory Agreements.
Effective as of the Closing Date, Touchstone Securities Corporation will
serve as distributor of the Fund.
