<PAGE>   1
                                                                   Exhibit 10.39

                             AMENDMENT NO. 1 TO THE

                              ACQUISITION AGREEMENT

                                  by and among

                             ZWEIG/GLASER ADVISERS,

                              EUCLID ADVISORS LLC,

                              ZWEIG ADVISORS INC.,

                       ZWEIG TOTAL RETURN ADVISORS, INC.,

                             ZWEIG SECURITIES CORP.,

                         THE EQUITYHOLDERS NAMED HEREIN,

                                       AND

                        PHOENIX INVESTMENT PARTNERS, LTD.

                            Dated as of March 1, 1999
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      This AMENDMENT NO. 1 to the Acquisition Agreement (this "Amendment No. 1")
is entered into as of this 1st day of  March,  1999 by and  among  Phoenix
Investment  Partners,  Ltd. ("Buyer")  Zweig/Glaser  Advisers,  Euclid  Advisors
LLC, Zweig  Advisors Inc.,  Zweig Total Return  Advisors,  Inc.,  Zweig
Securities  Corp.,  the  Equityholders  (collectively,  the "Parties").

      WHEREAS, the Parties have entered into an Acquisition Agreement,  dated as
of December 15,  1998  (the  "Original  Agreement:  and,  as  amended  by  this
Amendment  No.  1,  the "Acquisition Agreement");

      WHEREAS, the Parties desire to amend the Original Acquisition Agreement
pursuant to Section 11.8(a) of the Original Acquisition Agreement;

      WHEREAS, capitalized terms used herein and not defined herein shall have
the respective meanings given in the Original Acquisition Agreement;

      NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in the Original Acquisition Agreement, the
Parties agree as follows:

      SECTION 1. The definition of "Closing Run Rate Revenues" in Section 1.1 of
the Original Acquisition Agreement is amended to add the following proviso to
the end of the last sentence of such definition:

      ;provided, however, that the assets managed under the Legends Fund, Inc.
shall not be excluded from the calculation of the Closing Run Rate Revenues for
the purpose of determining the Closing Date Payment Amount pursuant to Section
2.4 if (x) the consents required by Section 6.2 shall have been obtained on or
prior to the date of the final determination of the Post-Closing Payment
Adjustment and (y) all sub-advisory fees (other than a deduction of 35.3% of
such fees for the period of March 1, 1999 to March 4, 1999) which Buyer would
have been entitled to receive in respect of the Legends Fund, Inc. had such
consents been obtained on or prior to the Closing Date shall have been paid to
Buyer on or prior to the date of the final determination of the Post-Closing
Payment Adjustment

      SECTION 2.  Article 2 is amended to add the following Section 2.7;

      2.7   Adjustment to Estimated Closing Date Payment Amount

      If the consents with respect to the Legends Fund, Inc. required by Section
      6.2 shall have been obtained after the Closing and prior to the final
      determination of the Post-Closing Payment Adjustment and the Equityholder
      Designee shall have presented Buyer with a certificate to such effect and
      Buyer shall have received the sub-advisory fees referred to in clause (y)
      of the proviso in Section 1 above, Buyer shall promptly deliver to the
      Equityholder Designee on behalf of the Equityholders in accordance with
      Wire Transfer instructions provided by the Equityholder Designee for such
      purpose, an amount equal to (a) the Estimated Closing Date Payment Amount
      determined with the assets managed under the Legends Fund, Inc. included
      in the calculation of the Closing Run Rate Revenues less (b) the Estimated
      Closing Date Payment Amount paid by Buyer at Closing. For the purposes of
      determining the Post-Closing Payment Adjustment pursuant to Section
      2.4(b), the Estimated Closing Date Payment amount shall be deemed to
      include any payment made pursuant to this Section 2.7.

      SECTION 3. Article 4 is amended to add the following Section 4.33:

4.33  Fund Board Approval for Legends Fund, Inc.

      The Fund Board of Legends Fund,  Inc. has approved a new  sub-advisory
      agreement with Buyer and has recommended approval thereof by the
      shareholders of Legends Fund, Inc.
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                        IN WITNESS WHEREOF, the parties have duly executed this
      Amendment No. 1, effective as of the date first written above.


                                    PHOENIX INVESTMENT PARTNERS, LTD.

                                    By:   /s/  William R. Moyer
                                          -------------------------------
                                          Name: William R. Moyer
                                          Title:      Sr. V.P. and CFO


                              ZWEIG/GLASER ADVISERS

                                By: GLASER CORP.,
                                          General Partner

                                    By:   /s/  Charles I. Leone
                                          --------------------------------
                                          Name:  Charles I. Leone
                                          Title:    Attorney-in-Fact


                                    By:  ZWEIG MANAGEMENT CORP.,
                                          General Partner

                                    By:   /s/  Marc Baltuch
                                          --------------------------------
                                          Name: Marc Baltuch
                                          Title:      President


                               EUCLID ADVISORS LLC

                                    By:   /s/  Eugene J. Glaser
                                          --------------------------------
                                          Name: Eugene J. Glaser
                                          Title:      President


                               ZWEIG ADVISORS INC.

                                    By:   /s/  Jeffrey Lazar
                                          --------------------------------
                                          Name: Jeffrey Lazar
                                          Title:      Vice President


                                    ZWEIG TOTAL RETURN ADVISORS, INC.


                                    By:   /s/  Jeffrey Lazar
                                          --------------------------------
                                          Name: Jeffrey Lazar
                                          Title:      Vice President


                             ZWEIG SECURITIES CORP.

                                    By:   /s/  Eugene J. Glaser
                                          --------------------------------
                                          Name: Eugene J. Glaser
                                          Title:      President


                                  EQUITYHOLDERS

                                    GLASER CORP.

                                    By:   /s/  Charles I. Leone
                                          --------------------------------
                                          Name: Charles I. Leone
                                          Title:      Attorney-in-Fact


                             ZWEIG MANAGEMENT CORP.

                                    By:   /s/  Marc Baltuch
                                          --------------------------------
                                          Name: Marc Baltuch
                                          Title:      President

                             EQUITYHOLDER DESIGNEE,
                                      on his own behalf and as  attorney-in-fact
                                      for the other  individual  Equityholders
                                      listed on Schedule A hereto


                                      /s/  Martin E. Zweig
                                      ------------------------------------
                                      Name: Martin E. Zweig