N-2/A
As filed with the Securities and Exchange Commission on
June 28, 2007
Investment Company Act File
No. 811-04739
Securities Act File
No. 333-142943
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form N-2
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REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Pre-effective Amendment
No. 1
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Post-Effective Amendment
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and/or
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REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
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þ Amendment
No. 19
THE ZWEIG FUND, INC.
(Exact name of Registrant as
specified in charter)
900 Third Avenue
New York, New York 10022
(Address of Principal
Executive Offices)
Registrants Telephone Number, including Area Code:
212-451-1100
George R.
Aylward
President
The Zweig Fund, Inc.
900 Third Avenue
New York, New York 10022
(Name
and Address of Agent for Service)
With Copies to:
Robert E.
Smith, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, NY 10022
Approximate date of proposed public
offering:
As soon as practicable after the effective date of this
Registration Statement.
If any securities being registered on this form will be offered
on a delayed or continuous basis in reliance on Rule 415
under the Securities Act of 1933, other than securities offered
in connection with a dividend reinvestment plan, check the
following box. o
CALCULATION
OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Amount of
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Title of Securities
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Amount Being
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Offering
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Aggregate
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Registration
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Being Registered
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Registered
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Price per Share(1)
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Offering Price
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Fee
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Common Stock, par value
$0.10 per share
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18,400,000 Shares
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$6.18
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$113,712,000
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$3,490.96
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(1) |
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Estimated solely for the purposes of calculating the
registration fee in accordance with Rule 457(c) under the
Securities Act of 1933. Based on the average of the high and low
prices for the Funds Common Stock reported on the New York
Stock Exchange, Inc. on June 25, 2007. |
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
THE ZWEIG
FUND, INC.
FORM N-2
CROSS REFERENCE SHEET
Pursuant to Rule 481(a)
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Item
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Number
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Form N-2
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Location in Prospectus
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Part A
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1.
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Outside Front Cover
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Outside Front Cover Page of
Prospectus
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2.
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Cover Pages; Other Offering
Information
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Outside Front Cover of Prospectus
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3.
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Fee Table and Synopsis
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Fund Expenses
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4.
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Financial Highlights
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Financial Highlights
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5.
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Plan of Distribution
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The Offer
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6.
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Selling Shareholders
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Not Applicable
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7.
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Use of Proceeds
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The Offer; Use of Proceeds
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8.
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General Description of the
Registrant
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The Fund; Market Price and Net
Asset Value Information; Investment Objective and Policies; Risk
Factors and Special Considerations
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9.
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Management
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Management of the Fund; Custodian,
Dividend Paying Agent, Transfer Agent and Registrar
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10.
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Capital Stock, Long-Term Debt, and
Other Securities
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Distributions; Distribution
Reinvestment and Cash Purchase Plan; Taxation; Description of
Common Stock
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11.
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Defaults and Arrears on Senior
Securities
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Not Applicable
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12.
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Legal Proceedings
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Legal Matters
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13.
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Table of Contents of the Statement
of Additional Information
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Table of Contents of the Statement
of Additional Information
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Part B
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14.
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Cover Page
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Cover Page
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15.
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Table of Contents
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Table of Contents
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16.
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General Information and History
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The Fund (in Part A)
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17.
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Investment Objectives and Policies
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Investment Objective and Policies;
Investment Restrictions
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18.
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Management
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Management
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19.
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Control Persons and Principal
Holders of Securities
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Principal Shareholders
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20.
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Investment Advisory and Other
Services
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Management of the Fund (in Part
A); Custodian, Dividend Paying Agent, Transfer Agent and
Registrar (in Part A)
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21.
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Portfolio Managers
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Management of the Fund (in Part
A); Portfolio Managers
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22.
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Brokerage Allocation and Other
Practices
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Portfolio Transactions and
Brokerage
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23.
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Tax Status
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Taxation
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24.
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Financial Statements
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Financial Statements
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SUBJECT
TO COMPLETION,
DATED ,
2007
14,720,000 Shares of
Common Stock
THE ZWEIG FUND, INC.
Issuable Upon Exercise of
Non-Transferable
Rights to Subscribe For Such
Shares Of Common Stock
The Zweig Fund, Inc. (the Fund) is issuing
non-transferable rights (Rights) to its shareholders
of record as of the close of business
on ,
2007 (the Record Date) entitling the holders of
these Rights to subscribe (the Offer) for an
aggregate of 14,720,000 shares of common stock, par value
$0.10 per share (the Common Stock).
Shareholders of record will receive one Right for each
outstanding Fund share owned on the Record Date. The Rights
entitle the holders to purchase one share of Common Stock for
every five Rights held, and shareholders of record who fully
exercise their Rights will be entitled to subscribe for
additional shares of Common Stock pursuant to an
over-subscription privilege described in this Prospectus. The
Fund may increase the number of shares of Common Stock subject
to subscription by up to 25% of the shares, or up to an
additional 3,680,000 shares of Common Stock, for an
aggregate total of 18,400,000 shares. Fractional shares
will not be issued upon the exercise of Rights. The Rights are
non-transferable and, therefore, may not be purchased or sold.
The Rights will not be admitted for trading on the New York
Stock Exchange (NYSE) or any other exchange. See
The Offer. THE SUBSCRIPTION PRICE PER SHARE (THE
SUBSCRIPTION PRICE) WILL BE EQUAL TO THE LOWER OF
THE NET ASSET VALUE PER SHARE OF THE FUNDS COMMON STOCK
(NAV) AT THE CLOSE OF BUSINESS
ON ,
2007 (THE PRICING DATE) OR 95% OF THE AVERAGE OF THE
LAST REPORTED SALES PRICE OF A SHARE OF THE FUNDS COMMON
STOCK ON THE NYSE ON THE PRICING DATE AND THE FOUR PRECEDING
BUSINESS DAYS.
The Offer will Expire at 5:00 p.m., New York City Time,
on ,
2007 Unless Extended as Described Herein (The Expiration
Date).
The Fund announced the Offer on May 10, 2007. The
Funds Common Stock trades on the NYSE under the symbol
ZF. Shares issued upon the exercise of Rights and
the over-subscription privilege will be listed for trading on
the NYSE, subject to notice of issuance. The net asset value per
share of the Funds Common Stock at the close of business
on May 10 2007
and ,
2007, the Record Date, were $5.97 and
$ , respectively, and the last
reported sales price of a share of the Funds Common Stock
on the NYSE on those dates were $5.83 and
$ , respectively.
The Fund is a diversified, closed-end management investment
company. Its investment objective is capital appreciation,
primarily through investment in equity securities, consistent
with the preservation of capital and reduction of risk, as
determined by the Funds investment adviser, Phoenix/Zweig
Advisers LLC (the Investment Adviser). The
Investment Adviser is a wholly-owned subsidiary of Phoenix
Investment Partners, Ltd., a wholly-owned investment management
subsidiary of The Phoenix Companies, Inc., a NYSE listed
company. The Investment Adviser engages Zweig Consulting LLC
(the
Sub-Adviser)
to perform asset allocation research and analysis and provide
advice thereon to the Investment Adviser. The extent of the
Funds investment in equity securities will be determined
primarily on the basis of asset allocation techniques developed
by Dr. Martin E. Zweig, President of the
Sub-Adviser,
and his staff. The Investment Adviser (and its predecessor) has
provided investment advisory services to the Fund since its
inception. Dr. Zweig has been engaged in the business of
providing investment advisory services for over 35 years.
While the Investment Adviser seeks to reduce the risks
associated with investing in equity securities by using these
techniques, such risks cannot be eliminated. See
Investment Objective and Policies. No assurance can
be given that the Funds investment objective will be
realized. The Funds administrator is Phoenix Equity
Planning Corporation (the Administrator). The
Funds Investment Adviser,
Sub-Adviser
and Administrator will benefit from the Offer. See
Management of the Fund.
(Continued on the following page)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
INVESTING IN THE FUNDS COMMON SHARES INVOLVES
RISKS. SEE RISK FACTORS AND SPECIAL
CONSIDERATIONS FOR FACTORS THAT SHOULD BE CONSIDERED
BEFORE INVESTING IN THE COMMON SHARES OF THE FUND.
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Estimated Price
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Estimated Proceeds to Registrant or
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to Public(1)
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Sales Load
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Other Persons(2)(3)
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Per Share
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N/A
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Total Maximum(4)
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N/A
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(Footnotes on the following page)
The date of this Prospectus
is ,
2007.
Upon the completion of the Offer, shareholders of record who do
not fully exercise their Rights will own a smaller proportional
interest in the Fund than they owned prior to the Offer. In
addition, because the Subscription Price may be less than the
net asset value per share as of the Pricing Date, the Offer may
result in an immediate dilution of the net asset value per share
for all shareholders. Although it is not possible to state
precisely the amount of such decrease in net asset value per
share, if any, because it is not known how many shares will be
subscribed for, what the net asset value or market price of the
Common Stock will be on the Pricing Date or what the
Subscription Price will be, such dilution could be minimal or
substantial. Any such dilution will disproportionately affect
non-exercising shareholders. See The Offer and
Risk Factors and Special Considerations. Except as
described in this Prospectus, shareholders of record will have
no right to rescind their subscriptions after receipt of their
payment for shares by the Subscription Agent.
This Prospectus sets forth concisely the information about the
Fund that a prospective investor ought to know before investing.
Investors are advised to read this Prospectus and retain it for
future reference. A Statement of Additional Information,
dated ,
2007 (the SAI), containing additional information
about the Fund, has been filed with the Securities and Exchange
Commission (the Commission) and is incorporated by
reference in its entirety into this Prospectus. The Table of
Contents of the SAI appears on Page of this
Prospectus.
Shareholders may obtain a copy, free of charge, of the SAI and
the Funds annual and semi-annual report to shareholders,
or request other information about the Fund, from, and should
direct all questions and inquires relating to the Offer to, the
Funds Information Agent, Georgeson, Inc. Banks and Brokers
should call
(212) 440-9800
collect and all other shareholders should call
(866) 541-3552.
The Fund makes available, free of charge, the SAI and the
Funds annual and semi-annual report to shareholders at
http://www.phoenixinvestments.com. The address of the Fund is
900 Third Avenue, New York, New York 10022, and its telephone
number is
(212) 451-1100.
The Commission maintains a web site (http://www.sec.gov) that
contains the SAI and other information regarding the Fund.
(Footnotes from the previous page)
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(1) |
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Estimated, equal to the lower of the NAV at the close of
business
on ,
2007 or 95% of the average of the last reported sales price of a
share of the Funds Common Stock on the NYSE
on ,
2007 and the four preceding business days. |
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(2) |
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Before deduction of offering expenses incurred by the Fund,
estimated at approximately $645,000. |
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(3) |
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The funds received by check prior to the final due date of this
Offer will be deposited into a segregated interest-bearing
account (which interest will be paid to the Fund) pending
proration and distribution of the shares. |
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Assumes all 14,720,000 shares are purchased at the
Estimated Subscription Price. Pursuant to the over-subscription
privilege, the Fund may, at the discretion of the Board of
Directors, increase the number of shares subject to subscription
by up to 25% of the shares offered hereby. If the Fund increases
the number of shares subject to subscription by 25%, the Total
Maximum Estimated Subscription Price and Estimated Proceeds to
the Fund will be $ and
$ , respectively. The offering
expenses in connection with this offering will be charged
against paid-in capital of the Fund. |
Certain numbers in this Prospectus have been rounded for ease of
presentation and, as a result, may not total precisely.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
SUMMARY
The following summary is qualified in its entirety by
reference to the more detailed information included elsewhere in
this Prospectus. Unless otherwise indicated, the information in
this Prospectus assumes that the allowable increase of 25% of
the shares offered hereby pursuant to the over-subscription
privilege will not occur.
The
Fund
The Zweig Fund, Inc. (the Fund) is a diversified,
closed-end management investment company registered under the
Investment Company Act of 1940, as amended (the 1940
Act). The Fund commenced operations in October 1986. The
Funds investment objective is capital appreciation,
primarily through investment in equity securities, consistent
with the preservation of capital and reduction of risk, as
determined by the investment adviser, Phoenix/Zweig Advisers LLC
(the Investment Adviser), a wholly-owned subsidiary
of Phoenix Investment Partners, Ltd., a wholly-owned investment
management subsidiary of The Phoenix Companies, Inc.
(Phoenix), a New York Stock Exchange
(NYSE) listed company. The Investment Adviser
engages Zweig Consulting LLC (the
Sub-Adviser)
to perform asset allocation research and analysis and provide
advice thereon to the Investment Adviser. The extent of the
Funds investment in equity securities will be determined
primarily on the basis of asset allocation techniques developed
by Dr. Martin E. Zweig, President of the
Sub-Adviser,
and his staff. While the Fund will invest primarily in large
capitalization companies, the Fund also may invest in companies
with small or medium capitalizations. The Investment Adviser
(and its predecessor) has provided investment advisory services
to the Fund since its inception. Dr. Zweig has been engaged
in the business of providing investment advisory services for
over 35 years. While the Investment Adviser seeks to reduce
the risks associated with investing in equity securities by
using these techniques, the risk of investment in equity
securities cannot be eliminated. See Investment Objective
and Policies. No assurance can be given that the
Funds investment objective will be realized.
The Funds outstanding Common Stock, par value
$0.10 per share (the Common Stock) is listed
and traded on the NYSE. The average weekly trading volume of the
Common Stock on the NYSE during the year ended December 31,
2006 was 488,102 shares and
was shares
as
of ,
2007. As of March 31, 2007, the net assets of the Fund were
approximately $430,309,083.
Phoenix Equity Planning Corporation (the
Administrator) serves as the Funds
administrator and receives from the Fund an administrative fee
computed at the annual rate of 0.065% of the Funds average
daily net assets. The Fund pays the Investment Adviser a monthly
investment advisory fee computed at the annual rate of 0.85% of
the Funds average daily net assets. See Management
of the Fund.
Terms of
the Offer
The Fund is issuing to its shareholders of record (Record
Date Shareholders) as of the close of business
on ,
2007 (the Record Date) non-transferable rights (the
Rights) to subscribe for up to an aggregate of
14,720,000 Shares of Common Stock (the Shares)
of the Fund. The Fund may increase the number of shares of
Common Stock subject to subscription by up to 25% of the Shares,
or up to an additional 3,680,000 Shares of Common Stock,
for an aggregate total of 18,400,000 Shares. Each Record
Date Shareholder is being issued one Right for each whole share
of Common Stock owned on the Record Date. The Rights entitle the
holders thereof to subscribe for one Share for every five Rights
held (the Offer). Fractional Shares will not be
issued upon the exercise of Rights. If a Record Date
Shareholders total ownership is fewer than five shares,
such shareholder may subscribe for one Share.
Rights may be exercised at any time during the Subscription
Period, which commences
on ,
2007 and ends at 5:00 p.m. New York City time,
on ,
2007, unless extended by the Fund until 5:00 p.m., New York
City time, to a date not later
than ,
2007 (such date, as it may be extended, is referred to in this
Prospectus as the Expiration Date). A Record Date
Shareholders right to acquire during the Subscription
Period at the Subscription Price (as described below) one
additional Share for every five Rights held is hereinafter
referred to as the Primary Subscription. The Rights
are evidenced by subscription certificates (the
Subscription Certificates), which will be mailed to
Record Date Shareholders, except as discussed in The
Offer Foreign Restrictions.
The subscription price per share (the Subscription
Price) will be equal to the lower of the net asset value
per share of the Funds Common Stock (NAV) at
the close of business
on ,
2007 (the Pricing Date) or
1
95% of the average of the last reported sales price of a share
of the Funds Common Stock on the NYSE on the Pricing Date
and the four preceding business days, unless the Offer is
extended. Since the Expiration Date and the Pricing Date are
each ,
2007, Record Date Shareholders who choose to exercise their
Rights will not know at the time of exercise the Subscription
Price for Shares acquired pursuant to such exercise. Record Date
Shareholders will have no right to rescind a purchase after
receipt of their payment for Shares by the Funds
subscription agent, Computershare Trust Company, N.A.
(Computershare or the Subscription
Agent). There is no minimum number of Rights that must be
exercised in order for the Offer to close.
Pursuant to the over-subscription privilege (the
Over-Subscription Privilege), any Record Date
Shareholder who fully exercises all Rights issued to such
shareholder in the Primary Subscription (other than those Rights
that cannot be exercised because they represent the right to
acquire less than one Share) will be entitled to subscribe for
additional Shares at the Subscription Price. Shares available,
if any, pursuant to the Over-Subscription Privilege are subject
to allotment and may be subject to increase, as is more fully
discussed under The Offer Over-Subscription
Privilege. For purposes of determining the maximum number
of Shares a Record Date Shareholder may acquire pursuant to the
Offer, Record Date Shareholders whose shares of Common Stock are
held of record by Cede & Co. Inc. (Cede)
or by any other depository or nominee will be deemed to be the
holders of the Rights that are issued to Cede or such other
depository or nominee on their behalf.
The Rights are non-transferable. Therefore, only the underlying
Shares will be listed for trading on the NYSE or any other
exchange.
Purpose
of the Offer
The Board of Directors of the Fund has determined that it would
be in the best interests of the Fund and its shareholders to
increase the assets of the Fund available for investment,
thereby enabling the Fund to more fully take advantage of
investment opportunities consistent with the Funds
investment objective. The Funds Board of Directors has
voted unanimously to approve the terms of the Offer as set forth
in this Prospectus.
In reaching its decision, the Board of Directors considered,
among other things, advice by the Investment Adviser and the
Sub-Adviser,
that new funds would allow the Fund additional flexibility to
capitalize on available investment opportunities without the
necessity of having to sell existing portfolio securities that
the Investment Adviser believes should be held. Proceeds from
the Offer will allow the Investment Adviser to better take
advantage of such existing and future investment opportunities.
The Board of Directors also considered that the Offer would
provide shareholders with an opportunity to purchase additional
shares of the Fund below its market price. Although the Board of
Directors believe that a well-subscribed rights offering may
result in certain economies of scale which could reduce the
Funds expense ratio in future years, there is no assurance
that by increasing the size of the Fund, the Funds
aggregate expenses, and correspondingly, its expense ratio, will
be lowered. Finally, the Board of Directors considered that,
because the Subscription Price per Share may be less than the
net asset value per share on the Pricing Date, the Offer may
result in dilution of the Funds net asset value per share.
The Board of Directors believes that the factors in favor of the
Offer outweigh this possible dilution. See Risk Factors
and Special Considerations Dilution Net
Asset Value and Non-Participation in the Offer.
The Investment Adviser,
Sub-Adviser
and Administrator will benefit from the Offer because their fees
are based on the average net assets of the Fund. It is not
possible to state precisely the amount of additional
compensation the Investment Adviser,
Sub-Adviser
or Administrator will receive as a result of the Offer because
it is not known how many Shares will be subscribed for and
because the proceeds of the Offer will be invested in additional
portfolio securities, which will fluctuate in value. See
Management of the Fund.
The
information agent (the Information Agent) for the
Offer is:
Georgeson, Inc.
Banks and Brokers Call Collect:
(212) 440-9800
All Others Call Toll-Free:
(866) 541-3552
Shareholders may also contact their brokers or nominees for
information with respect to the Offer.
2
Important
Dates to Remember
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Event
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Date
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Record Date
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, 2007
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Subscription Period
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,
2007
to ,
2007
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*
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Expiration Date and Pricing Date
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, 2007
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*
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Subscription Certificates and
Payment for Shares Due+
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, 2007
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*
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Notice of Guaranteed Delivery Due+
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, 2007
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*
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Subscription Certificates and
Payment for Guarantees of Delivery Due
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, 2007
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*
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Final Payment for Shares
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, 2007
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*
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* |
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Unless the Offer is extended to a date not later
than ,
2007. |
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Record Date Shareholders exercising Rights must deliver to the
Subscription Agent by the Expiration Date either (i) the
Subscription Certificate together with payment or (ii) a
Notice of Guaranteed Delivery. |
3
Risk
Factors and Special Considerations
The following summarizes certain matters that should be
considered, among others, in connection with the Offer. This
Prospectus contains certain forward-looking statements. Actual
results could differ materially from those projected in the
forward-looking statements as a result of certain uncertainties
set forth below and elsewhere in this Prospectus.
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Dilution Net Asset
Value and Non-Participation in the Offer
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Record Date Shareholders who do
not fully exercise their Rights will, upon the completion of the
Offer, own a smaller proportional interest in the Fund than they
owned prior to the Offer. In addition, an immediate dilution of
the net asset value per share may be experienced by all
shareholders as a result of the Offer because the Subscription
Price per Share may be less than the then current net asset
value per share, and the number of shares outstanding after the
Offer may increase in greater percentage than the increase in
the size of the Funds assets. Although it is not possible
to state precisely the amount of such decrease in net asset
value per share, if any, because it is not known at this time
what the Subscription Price will be, what the net asset value
per share will be on the Expiration Date, or what proportion of
the Shares will be subscribed for, such dilution could be
minimal or substantial. For example, assuming (i) all
Rights are exercised, (ii) the Funds net asset value on
the Expiration Date is $ per share (the net asset value per
share
on ,
2007), and (iii) the Subscription Price is
$ per share (equal to the lower of
the NAV per share of the Funds Common Stock at the close
of business
on ,
2007 or 95% of the average of the last reported sale price per
share of the Funds Common Stock on the NYSE
on ,
2007 and the four preceding business days), then the Funds
net asset value per share would be reduced by approximately
$ per share
or %.
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Certain Investment Strategies
|
|
The extent of the Funds
investment in equity securities will be determined primarily on
the basis of asset allocation techniques developed by
Dr. Martin E. Zweig, President of the
Sub-Adviser,
and his staff. While the Investment Adviser seeks to reduce the
risks associated with investing in equity securities by using
these techniques, the risk of investment in equity securities
cannot be eliminated. There is no assurance that these asset
allocation techniques will provide protection from the risks of
equity investment, enable the Fund to be invested consistent
with the major trends of the market or enable the Fund to
achieve its investment objective. See Investment Objective
and Policies Investment Objective. In
addition, although the Investment Adviser believes that the
special investment methods discussed in this Prospectus under
Investment Objectives and Policies Special
Investment Methods to further the Funds investment
objective and reduce losses that might otherwise occur during a
time of general decline in stock prices, no assurance can be
given that these investment methods will achieve this result.
These methods may subject an investor in the Fund to greater
than average risks and costs.
|
Equity Risk
|
|
Equity investing includes, among
other risks, the risk that the securities held by the Fund will
fall in market value due to adverse market and economic
conditions, perceptions regarding the industries in which the
issuers of securities held by the Fund participate and the
particular circumstances and performance of particular companies
whose securities the Fund holds. Depending on such fluctuations
in the market value of securities, the net asset value of the
Fund may at any point in time be less than at the time the
shareholder invested in the Fund, even after taking into account
any reinvestment of distributions.
|
4
|
|
|
Small and Medium Capitalization
Stock Risk
|
|
While the Fund generally will
invest primarily in large capitalization companies, the Fund may
invest in companies with small or medium capitalizations. Small
and medium company stocks can be more volatile than, and perform
differently from, larger company stocks. There may be less
trading in a small or medium company stocks, which means that
buy and sell transactions in those stocks could have a larger
impact on the stock prices than is the case with larger company
stocks. Small and medium companies may have fewer business
lines; therefore, changes in any line of business may have a
greater impact on small and medium company stock prices than is
the case for a larger company. As a result, the purchase or sale
of more than a limited number of shares of a small or medium
company may affect its market price. The Fund may need a
considerable amount of time to purchase or sell its positions in
these securities. In addition, small or medium company stocks
may not be as well known to the investing public.
|
Unrealized Appreciation
|
|
As of December 31, 2006,
there was $78,842,778 or approximately $1.08 per share of net
unrealized appreciation in the Funds net assets of
$438,544,021; if realized and distributed, or deemed
distributed, such gains would, in general, be taxable to
shareholders, including holders at that time of Shares acquired
upon the exercise of Rights. See Taxation.
|
Discount From Net Asset Value
|
|
The Funds shares of Common
Stock have traded in the market above, at and below net asset
value since the commencement of the Funds operations in
October 1986. The Fund cannot predict whether the Funds
Common Stock will in the future trade at a premium to or
discount from net asset value. The risk of the Common Stock
trading at a discount is a risk separate from a decline in the
Funds net asset value. See Market Price and Net
Asset Value Information in this Prospectus and Net
Asset Value in the Statement of Additional Information
(the SAI).
|
Distributions
|
|
The Funds policy is to make
quarterly distributions equal to 2.50% of its net asset value
(10% distribution yield on an annualized basis), and a final
distribution at year-end consisting of any remaining
undistributed net investment income and any realized net long-
term capital gains in excess of the Funds capital loss
carryforward. If, for any calendar year, the total distributions
exceed net investment income and realized net capital gains, the
excess, distributed from the Funds assets, will generally
be treated as a tax-free return of capital (up to the amount of
the shareholders tax basis in his or her shares). The
amount treated as a tax-free return of capital will reduce a
shareholders adjusted basis in his or her shares, thereby
increasing his or her potential gain or reducing his or her
potential loss on the sale of his or her shares.
|
|
|
A return of capital represents a
return of a shareholders original investment in the
Funds shares. A return of capital should not be confused
with a dividend yield reflecting solely a return on investment.
Historically, the Funds distribution yield has included
taxable distributions of net income and realized gains, and
distributions treated as non- taxable return of capital. See
Risk Factors and Special Considerations
Distributions. The Fund anticipates future distributions
to be characterized in a similar manner. Pursuant to the
requirements of the 1940 Act and other applicable laws, a notice
will accompany each quarterly distribution with respect to the
estimated source of the distribution made.
|
|
|
|
5
|
|
|
|
|
Capital loss carryovers will
reduce or, possibly, eliminate the Funds taxable capital
gains in the year(s) to which such losses are carried, but will
not reduce the Funds current earnings and profits in such
year(s). Consequently, a greater portion of the Funds
distributions in the year(s) to which the Fund carries and
applies its capital loss carryovers may be taxable to
shareholders as ordinary income dividends than would be the case
if the Fund did not have capital loss carryovers. The
Funds shareholders thus potentially could lose the benefit
of the Funds capital loss carryover to any year in which
the Fund makes excess distributions because instead of being
treated as a non-taxable return of capital, the portion of the
excess distributions equal to the Funds capital gains that
are offset by the capital loss carryover will likely be taxable
to the Funds shareholders, and if taxable, will likely be
treated as ordinary income rather than as capital gain. See
Risk Factors and Special Considerations
Distributions. Moreover, excess distributions that are
paid out of capital gains or other non-dividend income of the
Fund will not qualify for the 15% preferential tax rate.
|
|
|
The Fund also might make
distributions to shareholders that exceed the Funds
current earnings and profits. In that event, because the Fund
does not have positive accumulated earnings and profits, the
excess distributions will be a non-taxable return of capital to
a shareholder to the extent the distributions do not exceed the
shareholders tax basis in his or her Fund shares.
Non-taxable distributions will reduce the shareholders tax
basis in his or her Fund shares, thereby increasing the
shareholders potential tax liability on a subsequent sale
of his or her shares.
|
|
|
In the event the Fund distributes
amounts in excess of its net investment income and net realized
capital gains, such distributions will decrease the Funds
total assets and, therefore, have the likely effect of
increasing the Funds expense ratio. In addition, in order
to make such distributions, the Fund may have to sell a portion
of its investment portfolio at a time when independent
investment judgment might not dictate such action. Shares
purchased pursuant to the Offer will be issued after the record
date for the quarterly distribution declared in June, and,
accordingly, the Fund will not pay a quarterly distribution with
respect to such Shares until the distribution to be declared and
paid in the next quarter.
|
Anti-takeover Provisions
|
|
The Fund has provisions in its
Articles of Incorporation and By-Laws that may have the effect
of limiting the ability of other entities or persons to acquire
control of the Fund, to cause it to engage in certain
transactions or to modify its structure. The Board of Directors
is divided into three classes. At the annual meeting of
shareholders each year, the term of one class will expire and
directors will be elected to serve in that class for terms of
three years. This provision could delay for up to two years the
replacement of a majority of the Board of Directors.
|
6
FUND EXPENSES
|
|
|
|
|
|
|
|
|
Shareholder Transaction
Expenses
|
|
|
|
|
|
|
|
|
Sales Load
|
|
|
N/A
|
|
|
|
|
|
Annual Expenses
(as a percentage of the
Funds net assets)(1)
|
|
|
|
|
|
|
|
|
Management and Administration Fees
|
|
|
0.915
|
%
|
|
|
|
|
Other Expenses
|
|
|
0.307
|
%
|
|
|
|
|
Total Annual Expenses(2)(3)
|
|
|
1.22
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes fees payable under the Investment Advisory Agreement
and Administration Agreement (as defined in this Prospectus).
These fees are calculated on the basis of the Funds
average net assets. The Investment Adviser is responsible for
the payment of
sub-advisory
fees to the
Sub-Adviser.
Other Expenses have been estimated for the current
fiscal year. See Management of the Fund. |
|
(2) |
|
The Total Annual Expenses in the table above includes fees and
expenses incurred indirectly by the Fund as a result of its
investment in other investment companies. The Total Annual
Expenses in the table above is different from the ratio of
expenses to average net assets given in the Financial Highlights
of this Prospectus, which reflects the operating expenses of the
Fund and does not include acquired fund fees and expenses. |
|
(3) |
|
The indicated 1.22% expense ratio includes dividends on short
sales. The Other Expenses in the table above includes fees and
expenses of 0.01% or less that were incurred indirectly by the
Fund as a result of its investment in other investment
companies. The expense ratio assumes that the Offer (including
the Over-Subscription Privilege) is fully subscribed and assumes
estimated net proceeds from the Offer of approximately
$ million (assuming an
estimated Subscription Price of
$ per share). Other expenses
for the fiscal year ended December 31, 2006 were 0.307% as
a percentage of average net assets. |
THE FOREGOING FEE TABLE IS INTENDED TO ASSIST
FUND INVESTORS IN UNDERSTANDING THE VARIOUS COSTS AND
EXPENSES THAT AN INVESTOR IN THE FUND WILL BEAR DIRECTLY OR
INDIRECTLY.
EXAMPLE
An investor would directly or indirectly pay the following
expense on a $1,000 investment in the Fund, assuming a 5% annual
return throughout the periods:
|
|
|
|
|
|
|
One Year
|
|
Three Years
|
|
Five Years
|
|
Ten Years
|
|
$12
|
|
$39
|
|
$67
|
|
$148
|
This hypothetical example assumes that all dividends and other
distributions are reinvested at net asset value and that the
1.22% expense ratio listed under Total Annual Expenses remains
the same in the years shown. The above tables and the assumption
in this example of a 5% annual return are required by
regulations of the Securities and Exchange Commission (the
Commission) applicable to all investment companies;
the assumed 5% annual return is not a prediction of, and does
not represent, the projected or actual performance of the
Funds Shares. For a more complete description of certain
of the Funds costs and expenses, see Management of
the Fund Investment Adviser and
Sub-Adviser;
Investment Advisory Agreement; and
Administrator in this Prospectus and Expenses
and Portfolio Transactions and Brokerage in the SAI.
This example should not be considered a representation of
future expenses. The Funds actual expenses may be greater
or less than those shown.
7
FINANCIAL
HIGHLIGHTS
The table below sets forth certain specified information for a
share of the Funds Common Stock outstanding throughout
each period presented. This information is derived from the
financial and accounting records of the Fund. The financial
highlights for the fiscal year ended December 31, 2006 and
the prior nine years have been audited by PricewaterhouseCoopers
LLP, independent accountants, whose reports thereon were
unqualified. The financial statements and notes thereto,
together with the report of independent accountants has been
incorporated by reference in the SAI and are available without
charge by calling the Mutual Fund Services at
(800) 272-2700
or upon written request to the Funds Administrator,
Phoenix Equity Planning Corporation, One American Row, Hartford,
CT 06102.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
2001
|
|
|
2000
|
|
|
1999
|
|
|
1998
|
|
|
1997
|
|
|
|
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
5.82
|
|
|
$
|
6.02
|
|
|
$
|
5.69
|
|
|
$
|
5.46
|
|
|
$
|
7.96
|
|
|
$
|
10.32
|
|
|
$
|
12.20
|
|
|
$
|
12.03
|
|
|
$
|
12.63
|
|
|
$
|
11.45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income From Investment
Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(1)
|
|
|
0.07
|
|
|
|
0.08
|
|
|
|
0.11
|
|
|
|
0.03
|
|
|
|
0.01
|
|
|
|
|
|
|
|
0.20
|
|
|
|
0.20
|
|
|
|
0.23
|
|
|
|
0.35
|
|
|
|
|
|
Net realized and unrealized gains
(losses)
|
|
|
0.68
|
|
|
|
0.31
|
(5)
|
|
|
0.44
|
|
|
|
0.70
|
|
|
|
(1.76
|
)
|
|
|
(1.47
|
)
|
|
|
(0.90
|
)
|
|
|
1.16
|
|
|
|
0.55
|
|
|
|
2.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment operations
|
|
|
0.75
|
|
|
|
0.39
|
|
|
|
0.55
|
|
|
|
0.73
|
|
|
|
(1.75
|
)
|
|
|
(1.47
|
)
|
|
|
(0.70
|
)
|
|
|
1.86
|
|
|
|
0.78
|
|
|
|
2.38
|
|
|
|
|
|
Dividends and
Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
(0.07
|
)
|
|
|
(0.11
|
)
|
|
|
(0.06
|
)
|
|
|
(0.03
|
)
|
|
|
(0.01
|
)
|
|
|
(0.01
|
)
|
|
|
(0.21
|
)
|
|
|
(0.19
|
)
|
|
|
(0.35
|
)
|
|
|
(0.31
|
)
|
|
|
|
|
Distributions from net realized
gains
|
|
|
(0.21
|
)
|
|
|
(0.28
|
)
|
|
|
(0.16
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.07
|
)
|
|
|
(0.97
|
)
|
|
|
(1.00
|
)
|
|
|
(0.87
|
)
|
|
|
(0.89
|
)
|
|
|
|
|
Tax return of capital
|
|
|
(0.30
|
)
|
|
|
(0.20
|
)
|
|
|
|
|
|
|
(0.47
|
)
|
|
|
(0.68
|
)
|
|
|
(0.81
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of common stock
distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends and distributions
|
|
|
(0.58
|
)
|
|
|
(0.59
|
)
|
|
|
(0.22
|
)
|
|
|
(0.50
|
)
|
|
|
(0.69
|
)
|
|
|
(0.89
|
)
|
|
|
(1.18
|
)
|
|
|
(1.19
|
)
|
|
|
(1.22
|
)
|
|
|
(1.20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect on net assets values as a
result of capital contribution
|
|
|
|
|
|
|
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect on net asset values as a
result of rights offering(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.06
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.16
|
)
|
|
|
|
|
|
|
|
|
Change in net asset value
|
|
|
0.17
|
|
|
|
(0.20
|
)
|
|
|
0.33
|
|
|
|
0.23
|
|
|
|
(2.50
|
)
|
|
|
(2.36
|
)
|
|
|
(1.88
|
)
|
|
|
0.17
|
|
|
|
(0.60
|
)
|
|
|
1.18
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
5.99
|
|
|
$
|
5.82
|
|
|
$
|
6.02
|
|
|
$
|
5.69
|
|
|
$
|
5.46
|
|
|
$
|
7.96
|
|
|
$
|
10.32
|
|
|
$
|
12.20
|
|
|
$
|
12.03
|
|
|
$
|
12.63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value, end of period(3)
|
|
$
|
5.90
|
|
|
$
|
5.25
|
|
|
$
|
5.55
|
|
|
$
|
4.90
|
|
|
$
|
4.93
|
|
|
$
|
7.90
|
|
|
$
|
9.81
|
|
|
$
|
10.06
|
|
|
$
|
10.81
|
|
|
$
|
13.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment return(4)
|
|
|
24.78
|
%
|
|
|
5.78
|
%
|
|
|
18.13
|
%
|
|
|
9.53
|
%
|
|
|
(21.78
|
)%
|
|
|
(11.27
|
)%
|
|
|
9.45
|
%
|
|
|
3.61
|
%
|
|
|
(8.68
|
)%
|
|
|
34.76
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental
Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (in
thousands)
|
|
$
|
438,544
|
|
|
$
|
426,378
|
|
|
$
|
440,643
|
|
|
$
|
416,707
|
|
|
$
|
400,163
|
|
|
$
|
489,261
|
|
|
$
|
620,354
|
|
|
$
|
733,523
|
|
|
$
|
723,521
|
|
|
$
|
666,366
|
|
|
|
|
|
Ratio of expenses to average net
assets (excluding dividends on short sales)
|
|
|
1.18
|
%
|
|
|
1.26
|
%
|
|
|
1.33
|
%
|
|
|
1.28
|
%
|
|
|
1.20
|
%
|
|
|
1.19
|
%
|
|
|
1.12
|
%
|
|
|
1.12
|
%
|
|
|
1.12
|
%
|
|
|
1.16
|
%
|
|
|
|
|
Ratio of expenses to average net
assets (including dividends on short sales)
|
|
|
1.21
|
%
|
|
|
1.33
|
%
|
|
|
1.38
|
%
|
|
|
1.33
|
%
|
|
|
1.20
|
%
|
|
|
1.19
|
%
|
|
|
1.12
|
%
|
|
|
1.12
|
%
|
|
|
1.12
|
%
|
|
|
1.16
|
%
|
|
|
|
|
Ratio of net investment income
(loss) to average net assets
|
|
|
1.20
|
%
|
|
|
1.31
|
%
|
|
|
1.87
|
%
|
|
|
0.54
|
%
|
|
|
0.14
|
%
|
|
|
(0.03
|
)%
|
|
|
1.74
|
%
|
|
|
1.68
|
%
|
|
|
1.90
|
%
|
|
|
2.88
|
%
|
|
|
|
|
Portfolio turnover rate
|
|
|
38.9
|
%
|
|
|
99.6
|
%
|
|
|
89.2
|
%
|
|
|
74.8
|
%
|
|
|
104.8
|
%
|
|
|
80.3
|
%
|
|
|
114.8
|
%
|
|
|
114.9
|
%
|
|
|
68.7
|
%
|
|
|
93.0
|
%
|
|
|
|
|
|
|
|
(1)
|
|
Computed using average shares
outstanding.
|
|
(2)
|
|
Shares were sold at a 5% discount
from the average market price.
|
|
(3)
|
|
Closing Price Net York
Stock Exchange, Inc.
|
|
(4)
|
|
Total investment return is
calculated assuming a purchase of a share of the Funds
common stock at the opening NYSE share price on the first
business day and a sale at the closing NYSE share price on the
last business day of each period reported. Dividends and
distributions, if any, are assumed for the purpose of this
calculation, to be reinvested at prices obtained under the
Funds Automatic Reinvestment and Cash Purchase Plan.
Generally, total investment return based on net asset value will
be higher than total investment return based on market value in
periods where there is an increase in the discount or a decrease
in the premium of the market value to the net assets from the
beginning to the end of such years. Conversely, total investment
return based on net asset value will be lower than total
investment return based on market
|
8
|
|
|
|
|
value in periods where there is a
decrease in the discount or an increase in the premium of the
market value to the net asset value from the beginning to end of
such periods.
|
|
(5)
|
|
The net realized and unrealized
gains (losses) includes a voluntary payment made by the Advisor
to fully offset the net gains and losses associated with a
violation of investment restrictions. If this payment was not
included, the per share impact would be less than $0.01.
|
|
(6)
|
|
Amount is less than $0.01.
|
9
THE
OFFER
Terms of
the Offer
The Fund is issuing to the Record Date Shareholders the Rights
to subscribe for up to an aggregate of 14,720,000 Shares.
The Fund may increase the number of shares of Common Stock
subject to subscription by up to 25% of the Shares, or up to an
additional 3,680,000 Shares, for an aggregate total of
18,400,000 Shares. Each Record Date Shareholder is being
issued one Right for each whole share of Common Stock owned on
the Record Date. The Rights entitle the holders thereof to
subscribe for one Share for every five Rights held (1 for 5).
Fractional Shares will not be issued upon the exercise of
Rights. A Record Date Shareholder whose total ownership is fewer
than five shares of Common Stock and, accordingly, receives
fewer than five Rights will be able to subscribe for one Share
upon the exercise of all of such Rights received and, if he or
she subscribes for one Share, may subscribe for additional
Shares pursuant to the Over-Subscription Privilege. Record Date
Shareholders who otherwise have remaining fewer than five Rights
will not be able to purchase a Share upon the exercise of such
Rights and will not be entitled to receive any cash in lieu
thereof, although such Record Date Shareholders may subscribe
for additional Shares pursuant to the Over-Subscription
Privilege.
Rights may be exercised at any time during the Subscription
Period, which commences
on ,
2007 and ends at 5:00 p.m. New York City time,
on ,
2007, unless extended by the Fund until 5:00 p.m.,
New York City time, to a date not later
than ,
2007. See Expiration of the Offer below. The Rights
are evidenced by Subscription Certificates, which will be mailed
to Record Date Shareholders, except as discussed below under
Foreign Restrictions.
Any Record Date Shareholder who fully exercises all Rights
issued to such shareholder in the Primary Subscription will be
entitled to subscribe for additional Shares at the Subscription
Price pursuant to the terms of the Over-Subscription Privilege,
as described below. Shares available, if any, pursuant to the
Over-Subscription Privilege are subject to allotment and may be
subject to increase, as is more fully discussed below under
Over-Subscription Privilege. For purposes of
determining the maximum number of Shares a shareholder may
acquire pursuant to the Offer, Record Date Shareholders whose
shares of Common Stock are held of record by Cede or by any
other depository or nominee will be deemed to be the holders of
the Rights that are issued to Cede or such other depository or
nominee on their behalf.
Purpose
of the Offer
The Board of Directors of the Fund has determined that it would
be in the best interests of the Fund and its shareholders to
increase the assets of the Fund available for investment,
thereby enabling the Fund to more fully take advantage of
investment opportunities consistent with the Funds
investment objective. The Funds Board of Directors has
voted unanimously to approve the terms of the Offer as set forth
in this Prospectus.
In reaching its decision, the Board of Directors considered,
among other things, advice by the Investment Adviser and the
Sub-Adviser
that new funds would allow the Fund additional flexibility to
capitalize on available investment opportunities without the
necessity of having to sell existing portfolio securities that
the Investment Adviser believes should be held. Proceeds from
the Offer will allow the Investment Adviser to better take
advantage of such existing and future investment opportunities.
The Board of Directors also considered that the Offer would
provide shareholders with an opportunity to purchase additional
shares of the Fund below its market price. The Board of
Directors also believes that a well-subscribed rights offering
may result in certain economies of scale which could reduce the
Funds expense ratio in future years. However, there is no
assurance that by increasing the size of the Fund, the
Funds aggregate expenses, and correspondingly, its expense
ratio, will be lowered. Finally, the Board of Directors
considered that, because the Subscription Price per Share may be
less than the net asset value per share on the Pricing Date, the
Offer may result in dilution of the Funds net asset value
per share. The Board of Directors believes that the factors in
favor of the Offer outweigh this possible dilution. See
Risk Factors and Special Considerations
Dilution-Net
Asset Value and Non-Participation in the Offer.
The Investment Adviser,
Sub-Adviser
and Administrator will benefit from the Offer because their fees
are based on the average net assets of the Fund. It is not
possible to state precisely the amount of additional
10
compensation the Investment Adviser,
Sub-Adviser
or Administrator will receive as a result of the Offer because
it is not known how many Shares will be subscribed for and
because the proceeds of the Offer will be invested in additional
portfolio securities, which will fluctuate in value. See
Management of the Fund.
The Fund may, in the future and at its discretion, choose to
make additional rights offerings from time to time for a number
of shares and on terms that may or may not be similar to the
Offer. Any such future rights offerings will be made in
accordance with the then applicable requirements of the 1940 Act
and the Securities Act of 1933, as amended.
Over-Subscription
Privilege
To the extent Record Date Shareholders do not exercise all of
the Rights issued to them, any underlying Shares represented by
such Rights will be offered by means of the Over-Subscription
Privilege to those Record Date Shareholders who have exercised
all of the Rights issued to them and who wish to acquire more
than the number of Shares to which they are entitled. Only
Record Date Shareholders who exercise all the Rights issued to
them may indicate on the Subscription Certificate, which they
submit with respect to the exercise of the Rights issued to
them, how many Shares they desire to purchase pursuant to the
Over-Subscription Privilege. If sufficient Shares remain after
completion of the Primary Subscription, all over-subscription
requests will be honored in full. If sufficient Shares are not
available to honor all over-subscription requests, the Fund may,
at the discretion of the Board of Directors, issue shares of
Common Stock up to an additional 25% of the Shares available
pursuant to the Offer, representing 3,680,000 additional
shares of Common Stock in order to cover such over-subscription
requests. Regardless of whether the Fund issues additional
Shares pursuant to the Offer and to the extent Shares are not
available to honor all over-subscription requests, the available
Shares will be allocated among those who over-subscribe based on
the number of shares of Common Stock owned by them on the Record
Date. This allocation process may involve a series of
allocations in order to assure that the total number of Shares
available for over-subscription is distributed, as nearly as
practicable, on a pro rata basis. The Fund will not offer to
sell in connection with the Offer any Shares that are not
subscribed for pursuant to the Primary Subscription or the
Over-Subscription Privilege.
To the extent Record Date Shareholders do not exercise all of
the Rights issued to them, and Record Date Shareholders who have
exercised their Rights do not wish to participate in the
Over-Subscription Privilege, the Fund will deregister those
underlying shares not sold thereunder.
Subscription
Price
The Subscription Price for the Shares to be issued pursuant to
the Offer will be equal to the lower of the NAV at the close of
business
on ,
2007 (the Pricing Date) or 95% of the average of the
last reported sales price of a share of the Funds Common
Stock on the NYSE on the Pricing Date and the four preceding
business days, unless the Offer is extended. For example, if the
average of the last reported sales price of a share on the NYSE
on the Pricing Date and the four preceding business days of a
share of the Funds Common Stock is $6.15, and if the NAV
is $6.05, the Subscription Price will be $5.84 (equal to the
lower of the NAV or 95% of $6.15). The Subscription Price may be
equal to or lower than the Funds then current net asset
value per share.
The Fund announced the Offer on May 10, 2007. The net asset
value per share of Common Stock at the close of business on
May 10, 2007
and ,
2007, was $5.97 and $ ,
respectively, and the last reported sales prices of a share of
the Funds Common Stock on the NYSE on those dates was
$5.83 and $ , respectively.
Expiration
of the Offer
The Offer will expire at 5:00 p.m., New York City time,
on ,
2007, unless extended by the Fund until 5:00 p.m., New York
City time, to a date not later
than ,
2007. The Rights will expire on the Expiration Date and
thereafter may not be exercised. Since the Expiration Date and
the Pricing Date will be the same date, Record Date Shareholders
who decide to acquire Shares in the Primary Subscription or
pursuant to the Over-Subscription Privilege will not know when
they make such decision the purchase price of such Shares. Any
extension of the Offer will be followed as promptly as
practicable by announcement thereof. Such announcement shall be
issued no later than 9:00 a.m., New York City time, on the
next business day following the previously scheduled Expiration
Date. Without limiting the manner in which the Fund may choose
to make such announcement, the Fund will not, unless otherwise
required by law, have any obligation to publish, advertise or
otherwise
11
communicate any such announcement other than by making a release
to the Dow Jones News Service or such other means of
announcement as the Fund deems appropriate.
Method of
Exercise of Rights
The Subscription Certificates, which evidence the Rights, will
be mailed to Record Date Shareholders or, if a Record Date
Shareholders shares of Common Stock are held by Cede or
any other depository or nominee on their behalf, to Cede or such
other depository or nominee. Rights may be exercised by fully
completing and signing the Subscription Certificate which
accompanies this Prospectus and mailing it in the envelope
provided, or otherwise delivering the completed and signed
Subscription Certificate to the Subscription Agent, together
with payment in full for the Shares at the estimated payment
price (the Estimated Payment Price) as described
below under Payment for Shares. Rights may also be
exercised by a Record Date Shareholder contacting his or her
broker, bank or trust company, which can arrange, on his or her
behalf, to guarantee delivery of payment (using a Notice
of Guaranteed Delivery) and of a properly completed and
executed Subscription Certificate. The broker, bank or trust
company may charge a fee for this service. Fractional Shares
will not be issued. A Record Date Shareholder whose total
ownership is fewer than five shares of Common Stock and,
accordingly, receives fewer than five Rights will be able to
subscribe for one Share upon the exercise of all of such Rights
received and, if he or she subscribes for one Share, will be
able to request additional Shares pursuant to the terms of the
Offer applicable to the Over-Subscription Privilege. Record Date
Shareholders who otherwise have remaining fewer than five Rights
will not be able to purchase a Share upon the exercise of such
Rights but will be able to request additional Shares pursuant to
the terms of the Offer applicable to the Over-Subscription
Privilege. Completed Subscription Certificates must be received
by the Subscription Agent prior to 5:00 p.m., New York City
time, on the Expiration Date (unless the guaranteed delivery
procedures are complied with as described below under
Payment for Shares) at the offices of the
Subscription Agent at the address set forth below.
Shareholders Who Are Record
Owners. Shareholders who are record owners can
choose between either option set forth under Payment for
Shares below. If time is of the essence, option (2), under
Payment for Shares below, will permit delivery of
the Subscription Certificate and payment after the Expiration
Date.
Shareholders Whose Shares Are Held By A
Nominee. Shareholders whose shares are held by a
nominee, such as a broker, bank or trust company, must contact
such nominee to exercise their Rights. In that case, the nominee
will complete the Subscription Certificate on behalf of the
shareholder and arrange for proper payment by one of the methods
set forth under Payment for Shares below.
Nominees. Nominees who hold shares of Common
Stock for the account of others must (to the extent required by
applicable law) notify the beneficial owners of such shares as
soon as possible to ascertain such beneficial owners
intentions and to obtain instructions with respect to the
Rights. If the beneficial owner so instructs, the nominee should
complete the Subscription Certificate and submit it to the
Subscription Agent with the proper payment described under
Payment for Shares below.
Information
Agent
Any questions or requests for assistance may be directed to the
Information Agent at its telephone number and address listed
below:
The
Information Agent for the Offer is:
Georgeson, Inc.
17 State Street, 10th Floor
New York, NY 10004
Attn: David M. Bobker
Banks and Brokers Call Collect:
(212) 440-9800
All Others Call Toll-Free:
(866) 541-3552
12
Shareholders may also contact their brokers or nominees for
information with respect to the Offer.
The Information Agent will receive a fee estimated to be
approximately $7,500, which includes reimbursement for all
out-of-pocket
expenses related to the Offer.
Subscription
Agent
The Subscription Agent is Computershare Trust Company, N.A.,
which will receive for its administrative, processing, invoicing
and other services as subscription agent, a fee estimated to be
approximately $127,000, which includes reimbursement for all
out-of-pocket
expenses related to the Offer. Signed Subscription Certificates
must be sent, together with payment at the Estimated Payment
Price for all Shares subscribed in the Primary Subscription and
Over-Subscription Privilege by one of the methods described
below, prior to 5:00 p.m., New York City time, on the
Expiration Date. Alternatively, if using a Notice of Guaranteed
Delivery, the Notice of Guaranteed Delivery (see Method of
Exercise of Rights above) may also be sent by facsimile to
(781) 380-3388,
with the originals to be sent promptly thereafter by one of the
methods described below. Facsimiles should be confirmed by
telephone to
(781) 930-4900.
(1) BY FIRST CLASS MAIL ONLY:
Computershare Trust Company, N.A.
Attention: Zweig Funds
P.O. Box 859208
Braintree, MA 02185
(2) BY EXPRESS MAIL OR OVERNIGHT COURIER:
Computershare Trust Company, N.A.
Attention: Zweig Funds
161 Bay Street Drive
Braintree, MA 02184
(3) GUARANTEE OF DELIVERY: FOR ELIGIBLE INSTITUTIONS ONLY:
The Notice of Guaranteed Delivery may also be sent by facsimile
to
(781) 380-3388,
with the originals to be sent promptly thereafter by one of the
methods described above. Facsimiles should be confirmed by
telephone to
(781) 930-4900.
DELIVERY TO AN ADDRESS OTHER THAN ONE OF THE ADDRESSES LISTED
ABOVE, OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS
LISTED ABOVE, WILL NOT CONSTITUTE VALID DELIVERY.
Payment
for Shares
Record Date Shareholders who acquire Shares in the Primary
Subscription and pursuant to the Over-Subscription Privilege may
choose between the following methods of payment:
(1) A Record Date Shareholder can send the Subscription
Certificate together with payment for the Shares acquired in the
Primary Subscription and for additional Shares subscribed for
pursuant to the Over-Subscription Privilege to the Subscription
Agent. Payment should be calculated on the basis of the
Estimated Payment Price of
$ per Share for all Shares
requested. To be accepted, such payment, together with the
executed Subscription Certificate, must be received by the
Subscription Agent at one of the Subscription Agents
offices at the addresses set forth above prior to
5:00 p.m., New York City time, on the Expiration Date. The
Subscription Agent will deposit all monies received by it prior
to the final payment date into a segregated interest-bearing
account (which interest will be paid to the Fund) pending
proration and distribution of the Shares. A PAYMENT PURSUANT
TO THIS METHOD MUST BE IN UNITED STATES DOLLARS BY CHECK DRAWN
ON A BANK LOCATED IN THE UNITED STATES, MUST BE PAYABLE TO THE
ZWEIG FUND, INC. AND MUST ACCOMPANY A PROPERLY COMPLETED AND
EXECUTED SUBSCRIPTION CERTIFICATE FOR SUCH SUBSCRIPTION
CERTIFICATE TO BE ACCEPTED.
13
(2) Alternatively, a subscription will be accepted by the
Subscription Agent if, prior to 5:00 p.m., New York City
time, on the Expiration Date, the Subscription Agent has
received a Notice of Guaranteed Delivery by facsimile (telecopy)
or otherwise from a bank, a trust company, or a NYSE member
brokerage firm guaranteeing delivery of (i) payment of the
Estimated Payment Price of
$ per share for the Shares
subscribed for in the Primary Subscription and for any
additional Shares subscribed for pursuant to the
Over-Subscription Privilege, and (ii) a properly completed
and executed Subscription Certificate. The Subscription Agent
will not honor a Notice of Guaranteed Delivery unless a properly
completed and executed Subscription Certificate together with
full payment is received by the Subscription Agent by the close
of business on the third business day after the Expiration Date
( ,
2007, unless the Offer is extended).
If any Record Date Shareholder exercises his or her right to
acquire Shares pursuant to the Over-Subscription Privilege, any
excess payment which would otherwise be refunded to the Record
Date Shareholder will be applied by the Fund toward payment for
additional Shares acquired pursuant to exercise of the
Over-Subscription Privilege. The Subscription Agent will notify
Record Date Shareholders as promptly after the Expiration Date
as possible of any additional amount payable by such Record Date
Shareholder to the Fund. Any additional payment required from a
Record Date Shareholder must be received by the Subscription
Agent by the 9th business day after the Expiration Date. Any
excess payment to be refunded by the Fund to a Record Date
Shareholder will be mailed by the Subscription Agent to such
Record Date Shareholder as promptly as possible. All payments by
a Record Date Shareholder must be in United States dollars by
money order or check drawn on a bank located in the United
States of America and payable to THE ZWEIG FUND, INC.
Whichever of the two methods described above is used, issuance
and delivery of certificates for the Shares purchased are
subject to collection of checks and actual payment pursuant to
any Notice of Guaranteed Delivery.
RECORD DATE SHAREHOLDERS WILL HAVE NO RIGHT TO RESCIND THEIR
SUBSCRIPTION AFTER RECEIPT OF THEIR PAYMENT FOR SHARES BY
THE SUBSCRIPTION AGENT, EXCEPT AS PROVIDED BELOW UNDER
POSSIBLE SUSPENSION OR WITHDRAWAL OF THE OFFER.
If a Record Date Shareholder who acquires Shares pursuant to the
Primary Subscription or Over-Subscription Privilege does not
make payment of any additional amounts due by the ninth business
day after the Expiration Date, the Fund reserves the right to
take any or all of the following actions: (i) sell such
subscribed and unpaid-for Shares to other Record Date
Shareholders, (ii) apply any payment actually received by
it toward the purchase of the greatest whole number of Shares
which could be acquired by such holder upon exercise of the
Primary Subscription or Over-Subscription Privilege, or
(iii) exercise any and all other rights or remedies to
which it may be entitled.
THE METHOD OF DELIVERY OF SUBSCRIPTION CERTIFICATES AND
PAYMENT OF THE SUBSCRIPTION PRICE TO THE FUND WILL BE AT
THE ELECTION AND RISK OF THE RIGHTS HOLDERS, BUT IF SENT BY MAIL
IT IS RECOMMENDED THAT SUCH CERTIFICATES AND PAYMENT BE SENT BY
REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT
REQUESTED, AND THAT A SUFFICIENT NUMBER OF DAYS BE ALLOWED TO
ENSURE DELIVERY TO THE FUND AND CLEARANCE OF PAYMENT PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
BECAUSE UNCERTIFIED PERSONAL CHECKS MAY TAKE AT LEAST FIVE
BUSINESS DAYS TO CLEAR AND, AT THE DISCRETION OF THE FUND, MAY
NOT BE ACCEPTED IF NOT CLEARED PRIOR TO THE EXPIRATION DATE, YOU
ARE STRONGLY ENCOURAGED TO PAY, OR ARRANGE FOR PAYMENT, BY MEANS
OF CERTIFIED OR BANK CASHIERS CHECK.
All questions concerning the timeliness, validity, form and
eligibility of any exercise of Rights will be determined by the
Fund, whose determinations will be final and binding. The Fund
in its sole discretion may waive any defect or irregularity, or
permit a defect or irregularity to be corrected within such time
as it may determine, or reject the purported exercise of any
Right. Subscriptions will not be deemed to have been received or
accepted until all irregularities have been waived or cured
within such time as the Fund determines in its sole discretion.
The Fund will not be under any duty to give notification of any
defect or irregularity in connection with the submission of
Subscription Certificates or incur any liability for failure to
give such notification.
14
Possible
Suspension or Withdrawal of the Offer
As required by the Commissions registration form, the Fund
has undertaken to suspend the Offer until it amends this
Prospectus if, subsequent to the effective date of the
Funds Registration Statement, the Funds net asset
value declines more than 10% from its net asset value as of such
effective date. Accordingly, the Fund will notify Record Date
Shareholders of any such decline and permit them to cancel their
exercise of Rights.
Non-Transferability
of Rights
The Rights are non-transferable and, therefore, may not be
purchased or sold. The Rights will not be listed for trading on
the NYSE or any other exchange. However, the additional Shares
of Common Stock to be issued upon the exercise of the Rights and
the Over-Subscription Privilege will be listed for trading on
the NYSE, subject to notice of issuance.
Delivery
of Share Certificates
Stock certificates for all Shares acquired in the Primary
Subscription will be mailed promptly after the expiration of the
Offer and full payment for the subscribed Shares has been
received and cleared. Certificates representing Shares acquired
pursuant to the Over-Subscription Privilege will be mailed as
soon as practicable after full payment has been received and
cleared and all allocations have been effected. Participants in
the Funds Distribution Reinvestment and Cash Purchase Plan
(the Plan) will have any Shares acquired in the
Primary Subscription and pursuant to the Over-Subscription
Privilege credited to their shareholder distribution
reinvestment accounts in the Plan. Participants in the Plan
wishing to exercise Rights for the shares of Common Stock held
in their accounts in the Plan must exercise them in accordance
with the procedures set forth above. Record Date Shareholders
whose shares of Common Stock are held of record by Cede or by
any other depository or nominee on their behalf or their
broker-dealers behalf will have any Shares acquired in the
Primary Subscription credited to the account of Cede or such
other depository or nominee. Shares acquired pursuant to the
Over-Subscription Privilege will be credited directly to Cede or
such other depository or nominee.
Foreign
Restrictions
Record Date Shareholders whose record addresses are outside the
United States (for these purposes, the United States
includes its territories and possessions and the District of
Columbia) will receive written notice of the Offer; however,
Subscription Certificates will not be mailed to such
shareholders. The Rights to which those Subscription
Certificates relate will be held by the Subscription Agent for
such foreign Record Date Shareholders accounts until
instructions are received in writing with payment to exercise
the Rights. If no such instructions are received by the
Expiration Date, such Rights will expire.
Federal
Income Tax Consequences
The U.S. Federal income tax consequences to holders of
Common Stock with respect to the Offer will be as follows:
U.S. Shareholders who receive Rights pursuant to the Offer
should not recognize taxable income for U.S. Federal income
tax purposes upon their receipt of the Rights. If Rights issued
to a U.S. Shareholder expire without being sold or
exercised, no basis should be allocated to such Rights, and such
Shareholder should not recognize any gain or loss for
U.S. Federal income tax purposes upon such expiration.
The tax basis of a U.S. Shareholders Common Stock
should remain unchanged and the shareholders basis in the
Rights should be zero, unless such U.S. Shareholder
affirmatively and irrevocably elects (in a statement attached to
such shareholders U.S. Federal income tax return for
the year in which the Rights are received) to allocate the basis
in the Common Stock between such Common Stock and the Rights in
proportion to their respective fair market values on the date of
distribution.
A U.S. Shareholder who exercises Rights should not
recognize any gain or loss for U.S. Federal income tax
purposes upon the exercise. The tax basis of the newly acquired
Common Stock should equal the Subscription Price
15
paid for the Common Stock (plus the basis, if any, allocated to
the Rights in the manner described in the immediately preceding
paragraph). See Taxation in this Prospectus and in
the SAI.
Each U.S. Shareholder is urged to consult his or her own
tax advisor with respect to the specific Federal, state and
local tax consequences to such U.S. Shareholder of
receiving Rights in this offer.
Employee
Plan Considerations
Shareholders that are employee benefit plans subject to the
Employee Retirement Income Security Act of 1974, as amended
(ERISA) (including corporate savings and 401(k)
plans), Keogh or H.R. 10 plans of self-employed individuals and
Individual Retirement Accounts (IRAs) (collectively,
Plans) should be aware of the complexity of the
rules and regulations governing Plans and the penalties for
noncompliance, and Plans should consult with their counsel
regarding the consequences of their exercise of Rights under
ERISA and the Internal Revenue Code of 1986, as amended (the
Code).
16
USE OF
PROCEEDS
If all of the Rights are exercised in full and assuming a
Subscription Price of $ per
share, the net proceeds to the Fund would be approximately
$ , after deducting expenses
payable by the Fund in connection with the offering estimated to
total $ . If the Fund increases the
number of shares of Common Stock subject to subscription by up
to 3,680,000 Shares, in order to satisfy over-subscription
requests, the additional net proceeds will be approximately
$ . However, there can be no
assurance that all Rights will be exercised in full, and the
Subscription Price will not be determined until the close of
business on the Expiration Date. The Investment Adviser has
advised the Fund that it anticipates that the net proceeds of
the Offer will be invested in investments conforming to the
Funds investment objective and policies within three
months from their receipt by the Fund. Pending such investment,
the proceeds will be invested in cash or cash equivalent
short-term obligations including, but not limited to,
U.S. Government obligations, certificates of deposit,
commercial paper and short-term notes. See The
Offer Purpose of the Offer.
THE
FUND
The Fund, incorporated in Maryland on June 30, 1986, is a
diversified, closed-end management investment company registered
under the 1940 Act. The Funds investment objective is
capital appreciation, primarily through investment in equity
securities, consistent with the preservation of capital and
reduction of risk, as determined by the Funds investment
adviser, Phoenix/Zweig Advisers LLC (the Investment
Adviser). The Investment Adviser, Phoenix/Zweig Advisers
LLC, is a Delaware limited liability company and a wholly-owned
subsidiary of Phoenix Investment Partners, Ltd., a Delaware
corporation. Phoenix/Zweig Advisers LLC and Phoenix Investment
Partners, Ltd. are independent investment advisory firms
registered with the Commission under the Investment Advisers Act
of 1940, as amended. Such registration does not involve
supervision or approval by the Commission of investment advice
rendered by the Investment Adviser. See Management of the
Fund.
The
Sub-Adviser,
Zweig Consulting LLC, is a New York limited liability company
and an investment advisory firm registered with the Commission
under the Investment Advisers Act of 1940, as amended. The
President of the
Sub-Adviser
is Dr. Martin E. Zweig, who has been engaged in the
business of providing investment advisory services for over
35 years. See Management of the Fund.
The Fund completed an initial public offering of
34,010,696 shares of its Common Stock in October 1986. The
net proceeds to the Fund from such offering were approximately
$317,000,000. As of March 31, 2007, the net assets of the
Fund were $430,318,116, and since inception, the Fund has paid
or declared distributions (including dividends and capital gains
distributions) aggregating $944,804,841. The increase in the
Funds net assets since inception is attributable primarily
to appreciation in the value of its portfolio securities and the
receipt of net proceeds of approximately $44 million,
$71 million and $67 million from the Funds
August 1991, April 1998 and June 2002 rights offerings.
The Funds principal office is located at 900 Third Avenue,
New York, New York 10022, and its telephone number is
(212) 451-1100.
17
MARKET
PRICE AND NET ASSET VALUE INFORMATION
Shares of the Funds Common Stock are listed on the NYSE
under the symbol ZF. The following table sets
forth for the calendar quarters indicated: (i) the high and
low closing prices per share of the Funds Common Stock on
the NYSE; (ii) the net asset value per share of the
Funds Common Stock on the day of the high or low closing
price; and (iii) the percentage by which the shares of
Common Stock of the Fund traded at a premium over, or discount
from, the Funds high and low net asset values per share.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Net Asset
|
|
|
Premium
|
|
|
Low
|
|
|
Net Asset
|
|
|
Premium
|
|
Quarter Ended
|
|
Sales Price*
|
|
|
Value
|
|
|
(Discount)
|
|
|
Sales Price*
|
|
|
Value
|
|
|
(Discount)
|
|
|
3/31/05
|
|
$
|
5.58
|
|
|
|
6.07
|
|
|
|
−8.07
|
%
|
|
$
|
5.34
|
|
|
|
5.76
|
|
|
|
−7.29
|
%
|
6/30/05
|
|
$
|
5.53
|
|
|
|
6.01
|
|
|
|
−7.99
|
%
|
|
$
|
5.22
|
|
|
|
5.66
|
|
|
|
−7.77
|
%
|
9/30/05
|
|
$
|
5.42
|
|
|
|
5.89
|
|
|
|
−7.98
|
%
|
|
$
|
5.23
|
|
|
|
5.70
|
|
|
|
−8.25
|
%
|
12/31/05
|
|
$
|
5.33
|
|
|
|
5.75
|
|
|
|
−7.30
|
%
|
|
$
|
4.97
|
|
|
|
5.43
|
|
|
|
−8.47
|
%
|
3/31/06
|
|
$
|
5.50
|
|
|
|
5.98
|
|
|
|
−8.03
|
%
|
|
$
|
5.17
|
|
|
|
5.78
|
|
|
|
−10.55
|
%
|
6/30/06
|
|
$
|
5.54
|
|
|
|
6.05
|
|
|
|
−8.43
|
%
|
|
$
|
5.10
|
|
|
|
5.56
|
|
|
|
−8.27
|
%
|
9/30/06
|
|
$
|
5.50
|
|
|
|
5.83
|
|
|
|
−5.66
|
%
|
|
$
|
5.05
|
|
|
|
5.46
|
|
|
|
−7.51
|
%
|
12/31/06
|
|
$
|
5.90
|
|
|
|
5.99
|
|
|
|
−1.50
|
%
|
|
$
|
5.39
|
|
|
|
5.73
|
|
|
|
−5.93
|
%
|
3/31/07
|
|
$
|
6.14
|
|
|
|
6.01
|
|
|
|
2.16
|
%
|
|
$
|
5.39
|
|
|
|
5.72
|
|
|
|
−2.27
|
%
|
6/30/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
As reported by the NYSE. |
The Funds shares of Common Stock have traded in the market
above, at and below net asset value since the commencement of
the Funds operations in October 1986. The Funds
officers cannot predict whether the Subscription Price will be
at or below the Funds net asset value per Share on the
Pricing Date. Since the Funds inception in 1986, the Fund
has generally maintained a policy of making quarterly
distributions equal to 2.50% of its net asset value (10% on an
annualized basis). The Funds officers believe that without
this quarterly distribution policy, there would likely be a
decrease in the amount of any premium at which the Funds
shares would be trading above net asset value or an increase in
the amount of any discount at which the Funds shares would
be trading from net asset value; however, the Funds
officers cannot predict whether such policy will have this
effect in the future. See Distributions; Distribution
Reinvestment and Cash Purchase Plan. The Fund is
authorized to repurchase its shares on the open market when the
shares are trading at a discount of 10% or more from net asset
value. See Description of Common Stock
Repurchase of Shares.
On ,
2007, the net asset value per share of Common Stock was
$ and the last reported sales
price was $ , representing
a
from net asset value per share of %.
18
INVESTMENT
OBJECTIVE AND POLICIES
Investment
Objective
The Funds investment objective is capital appreciation,
primarily through investment in equity securities, consistent
with the preservation of capital and reduction of risk, as
determined by the Funds Investment Adviser. The extent of
the Funds investment in equity securities will be
determined by the Investment Adviser primarily on the basis of
asset allocation techniques developed by Dr. Martin E.
Zweig, the President of the Funds
Sub-Adviser,
and his staff. While the Investment Adviser seeks to reduce the
risks associated with investing in equity securities by using
these techniques, such risks cannot be eliminated. In an effort
to meet the Funds investment objective, the Fund may use
the following investment methods when such use is deemed
appropriate: purchasing and selling, for hedging purposes, stock
index and other futures contracts and purchasing options on such
futures; purchasing and writing listed put and call security
options and options on stock indexes; short sales of securities;
borrowing from banks to purchase securities; investing in
securities of exchange traded funds, foreign issuers and
closed-end investment companies; and lending portfolio
securities to brokers, dealers, banks or other recognized
institutional borrowers of securities. See Special
Investment Methods. Debt securities which present
opportunities for capital appreciation may also be purchased.
There is no assurance that the Fund will use any or all of such
methods or, whether or not they are used, will achieve its
investment objective. The Funds investment objective may
not be changed without the approval of a majority of the
Funds outstanding voting securities. As used in this
Prospectus, the term majority of the Funds
outstanding voting securities means the lesser of either
(i) 67% of the shares represented at a shareholders meeting
at which the holders of more than 50% of the outstanding shares
are present in person or by proxy or (ii) more than 50% of
the outstanding shares.
Investment
Policies
The Funds investments in equity securities provide the
opportunity for enhanced returns through capital appreciation.
The Investment Adviser expects that the stocks in the
Funds portfolio will be widely diversified by both
industry and the number of issuers. The Investment Adviser
expects that a majority of the stocks in the Funds
portfolio will be selected on the basis of a proprietary stock
selection model that evaluates and ranks approximately 1,000 of
the largest, most liquid stocks. This stock selection model
evaluates and ranks such stocks on the basis of various factors,
which may include earnings momentum, earnings growth,
price-to-book
value,
price-to-earnings,
price-to-cash
flow, cash flow trend, payout ratio trend and other market
measurements. The Investment Adviser then performs further
analysis of certain of those companies that have been identified
by the stock selection model, in order to determine whether to
purchase those stocks. This stock selection model may evolve or
be replaced by other stock selection models intended to achieve
the Funds investment objective.
The extent of the Funds investment equity securities will
be determined primarily on the basis of asset allocation
techniques developed by Dr. Martin E. Zweig, President of
the
Sub-Adviser,
and his staff. It is expected that the Investment Adviser will
make most of the decisions with respect to the extent of the
Funds investment in equity securities based on these
techniques. The allocation techniques, which seek to identify
the risks and trends in the equity markets at any given time,
include general market indicators, including interest rate and
monetary analysis, market sentiment indicators, price and
trading volume statistics, and measures of valuation, as well as
other market indicators and statistics which the Investment
Adviser believes tend to point to significant trends in the
overall performance and the risk of the stock market. These
techniques are not an all-in or all-out approach that attempts
to predict market tops and bottoms. Instead, they are intended
to be a gradual and disciplined approach that reacts to changes
in risk levels as determined by the indicators. The goal is to
be invested consistent with the major trends of the markets.
There is no assurance that these asset allocation techniques
will provide protection from the risks of debt or equity
investment, enable the Fund to be invested consistent with the
major trends of the markets or enable the Fund to achieve its
investment objective.
The Investment Adviser expects that at least 65% of the
Funds net assets will consist of equity securities,
including convertible securities and warrants, with any balance
composed of cash, investments in money market instruments,
non-convertible debt securities, short sales, security and stock
index options and futures contracts and options on futures
contracts. However, if the Investment Adviser believes, in its
judgment, on the basis of these asset allocation techniques,
that the investment environment is uncertain or unfavorable and
justifies a defensive position
19
(during the period of such uncertainty), a substantially lower
percentage than 65% of the Funds net assets, during the
existence of such circumstances, may consist of equity
securities. If the Investment Adviser so believes that the
investment environment is particularly uncertain or unfavorable
and justifies such a defensive position, then little, if any, of
the Funds assets, during the existence of such
circumstances, may consist of equity securities, with the
balance of the Funds assets held in cash or investments in
money market instruments. The money market instruments in which
the Fund may invest are securities issued or guaranteed by the
U.S. Treasury or U.S. Government or its agencies or
instrumentalities (U.S. Government Securities),
commercial paper rated
A-1 or
higher by Standard & Poors Corporation
(S&P) or
Prime-1 or
higher by Moodys Investors Service, Inc.
(Moodys), commercial paper not rated but
issued by companies that have outstanding debt rated Aa or
higher by Moodys or AA or higher by S&P and
certificates of deposit, bankers acceptances and other
short-term obligations issued by domestic branches of
U.S. banks that are insured by the Federal Deposit
Insurance Corporation and have assets in excess of
$500 million.
The Fund may also invest in bonds or other forms of debt
instruments that appear to present opportunities for capital
appreciation through anticipated or potential decreases in
interest rates or market recognition of improved
creditworthiness. These instruments may include
U.S. Government Securities, as well as other bonds or forms
of fixed-income securities. The Investment Adviser will select
debt securities primarily on the basis of certain monetary
analysis techniques and indicators. Non-convertible debt
securities other than U.S. Government Securities are
expected to be limited to those that are investment grade, as of
the date of purchase. The Fund does not currently own, and has
no current plans to acquire, any bonds which are not investment
grade.
Special
Investment Methods
The Fund may use some or all of the following special investment
methods where their use appears appropriate to the Investment
Adviser. No assurance can be given that the Fund will use any or
all of such investment methods or, if used, that their use will
achieve its investment objective. The investment methods
described below are subject to, and should be read in
conjunction with, the discussion under Investment
Restrictions and Investment Objective and
Policies in the SAI. The restrictions set forth under
Investment Restrictions are fundamental, and thus
may be changed only with the approval of a majority of the
Funds outstanding voting securities.
Futures
Contracts and Related Options.
The Fund may purchase and sell stock index futures contracts and
futures contracts based upon interest rates and other financial
instruments, and purchase options on such contracts. The Fund
will not write options on any futures contracts. Such
investments may be made by the Fund for the purpose of hedging
against the effect that changes in general market conditions and
conditions affecting particular industries may have on the
values of securities held in the Funds portfolio, or which
the Fund intends to purchase.
In general, the Fund may establish short positions in (sell)
futures contracts to hedge against anticipated or potential
declines in the market value of the Funds portfolio of
securities. For example, when the Fund anticipates a general
market or market sector decline that may adversely affect the
market value of the Funds portfolio securities, it may
establish short positions in stock index futures contracts.
Where the Fund anticipates a significant market or market sector
advance, establishing long positions in (purchasing) stock index
futures contracts (long hedge) affords a hedge
against not participating in such advance at a time when the
Fund is not fully invested. Such long hedges would serve as a
temporary substitute for the purchase of individual stocks,
which may then be purchased in an orderly fashion. As purchases
of stock are made, an amount of stock index futures contracts
which is comparable to the amount of stock purchased may be
terminated by offsetting closing sales transactions.
There are certain risks associated with the use of futures
contracts and related options. The low margin normally required
in such trading provides a large amount of leverage. Thus, a
relatively small change in the price of a contract can produce a
disproportionately large profit or loss, and the Fund may gain
or lose substantially more than the initial margin on a trade.
Although the Fund intends to purchase or sell futures which
appear to have an active market, there is no assurance that a
liquid market will exist for any particular contract at any
particular time. Thus, it may not be possible to close a futures
position in anticipation of adverse price movements. In
addition, there
20
may be an imperfect correlation between the price movements of
the futures contracts and price movements of the portfolio
securities being hedged.
Security
and Stock Index Options.
The Fund may purchase and write listed put and call options on
securities and on stock indexes that are traded on
U.S. securities exchanges at such times as the Investment
Adviser deems appropriate and consistent with the Funds
investment objective. In general, the Fund may purchase or write
such options to hedge against anticipated or potential declines
in the market value of the Funds portfolio of securities,
or to facilitate the rapid implementation of investment
strategies if the Fund anticipates a significant market or
market sector advance.
Borrowing.
The Fund may from time to time increase its ownership of
securities above the amounts otherwise possible by borrowings
from banks on an unsecured basis and investing the borrowed
funds. In addition, the Fund may borrow to finance share
repurchase or tender offer transactions when its shares are
trading at a discount of 10% or more from their net asset value.
See Description of Common Stock Repurchase of
Shares. Any such borrowing will be made only from banks,
and pursuant to the requirements of the 1940 Act, will only be
made to the extent that the value of the Funds total
assets, less its liabilities other than borrowings, is equal to
at least 300% of all borrowings including the proposed borrowing.
Borrowing for investment and to finance share repurchase or
tender offer transactions increases both investment opportunity
and investment risk. Since substantially all of the Funds
assets will fluctuate in value, but the obligation resulting
from the borrowing is relatively fixed, the Funds shares
will increase in value more when the Funds assets increase
in value and decrease more when the Funds assets decrease
in value than would otherwise be the case. In addition, the cost
of borrowing may exceed the income or gain on any securities
purchased with the funds borrowed, in which case the Funds
net asset value will decline.
Exchange
Traded Funds.
The Fund may invest in passively managed registered open-end
investment companies or other baskets of securities, such as
unit investment trusts, which trade on a national securities
exchange or NASDAQ and are commonly called exchange-traded funds
(ETFs). These investments represent shares of
ownership in ETFs that hold portfolios of securities which are
designed to generally correspond to and closely track the price
and yield performance of an index of securities. Accordingly,
ETFs have risks similar to those of stocks and are subject to
market volatility. Investment returns may fluctuate so that
invested shares, when redeemed or sold, may be worth more or
less than their original cost. ETFs may include, among others,
the PowerShares QQQ, Standard & Poors Depositary
Receipts (SPDRS), the DIAMONDS Trust, and other ETFs as
determined from time to time by the Investment Adviser.
Foreign
Securities.
The Fund may invest up to 20% of its net assets in securities of
foreign issuers. Investments in foreign securities offer
potential benefits not available through investment solely in
securities of domestic issuers. Foreign securities offer the
opportunity to invest in foreign issuers that appear to have
growth potential, or in foreign countries with economic policies
or business cycles different from those of the United States, or
to reduce fluctuations in portfolio value by taking advantage of
foreign markets that do not move in a manner parallel to United
States markets. The Fund may also enter into foreign currency
transactions in connection with its investment activity in
foreign securities.
Investments in foreign securities present special additional
risks and considerations not typically associated with
investments in domestic securities. Foreign investments may be
affected by changes in foreign currency rates and exchange
control regulations. There may be less information available
about a foreign company than a domestic company, and foreign
companies may not be subject to accounting, auditing and
reporting standards and requirements comparable to those
applicable to domestic companies. Foreign securities may be less
liquid and subject to greater price volatility than domestic
securities. The foreign markets also have different clearance
and
21
settlement procedures. Foreign investments may also be subject
to local economic or political risks, political instability and
possible nationalization of issuers or expropriation of their
assets which might adversely affect the Funds ability to
realize or liquidate its investment in such securities.
Furthermore, legal remedies for defaults and disputes may have
to be pursued in foreign courts whose procedures differ
substantially from those of U.S. courts. In the event of a
default in payment on foreign securities, the Fund may incur
increased costs to obtain
and/or to
enforce a judgment against the foreign issuer (or the other
parties to the transaction) in the United States or abroad, and
no assurance can be given that the Fund will be able to collect
on any such judgment.
Closed-end
Investment Companies.
The Fund may also invest in other closed-end investment
companies if the Investment Adviser believes that such
investments will further the Funds investment objective.
If the Fund purchases shares of another investment company at a
discount which subsequently declines, the performance of such
investment generally would be better than if the Fund had
purchased the underlying portfolio investments of such other
investment company. Such investments in other investment
companies will constitute less than 10% of the Funds net
assets.
Short
Sales.
The Fund may from time to time make short sales of securities. A
short sale is a transaction in which the Fund sells a security
it does not own in anticipation of a decline in market price.
The Fund may make short sales to offset a potential decline in a
long position or a group of long positions, or if the Investment
Adviser believes that a decline in the price of a particular
security or group of securities is likely. The Fund may also
make short sales in an attempt to maintain portfolio flexibility
and facilitate the rapid implementation of investment strategies
if the Investment Adviser believes that the price of a
particular security or group of securities is likely to decline.
When the Fund determines to make a short sale of a security, it
must borrow the security. The Funds obligation to replace
the security borrowed in connection with the short sale will be
fully secured by the proceeds from the short sale retained by
the broker and by cash or liquid securities deposited in a
segregated account with the Funds custodian.
The Fund may make a short sale only if, at the time the short
sale is made and after giving effect thereto, the market value
of all securities sold short is 25% or less of the value of its
net assets and the market value of securities sold short which
are not listed on a national securities exchange does not exceed
10% of the Funds net assets.
In addition to the short sales described above, the Fund may
make short sales against the box. A short sale
against the box is a short sale where, at the time
of the short sale, the Fund owns or has the immediate and
unconditional right, at no added cost, to obtain the identical
security. The Fund would enter into such a transaction to defer
a gain or loss for Federal income tax purposes on the security
owned by the Fund. Short sales against the box are not subject
to the collateral requirements described above or the percentage
limitations on short sales described above.
Lending
Portfolio Securities.
The Fund may lend portfolio securities, generally on a
short-term basis, to brokers or dealers in corporate or
governmental securities, banks or other institutional borrowers
of securities, and financial institutions as a means of earning
income. A borrower of securities from the Fund must maintain
with the Fund cash or U.S. Government Securities equal to
at least 100% of the market value of the securities borrowed.
The Fund may not lend portfolio securities if such loan would
cause the aggregate amount of all outstanding securities loans
to exceed 20% of the current market value of the Funds net
assets. If a borrower becomes bankrupt or defaults on its
obligation to return the loaned security, delays or losses could
result.
Repurchase
Agreements.
The Fund may from time to time acquire U.S. Government
Securities and concurrently enter into so-called
repurchase agreements with the seller, a member bank
of the Federal Reserve System or primary dealers in
U.S. Government Securities, whereby the seller agrees to
repurchase such securities at the Funds cost plus interest
22
within a specified time (usually on the next business day).
Repurchase agreements offer a means of generating income from
excess cash that the Fund might otherwise hold. Delays in
payment or losses may result if the other party to the agreement
defaults or becomes bankrupt. The Funds repurchase
agreements must be fully backed by collateral that is marked to
market, or priced, each day.
Reverse
Repurchase Agreements.
The Fund may enter from time to time into reverse repurchase
agreements whereby the Fund sells an underlying debt instrument
and simultaneously obtains the commitment of the purchaser, a
commercial bank or a broker or dealer, to sell the security back
to the Fund at an agreed upon price on an agreed upon date. The
value of the underlying securities will be required to be
maintained at a level at least equal at all times to the total
amount of the resale obligation, including the interest factor.
The Fund receives payment for such securities only upon physical
delivery or evidence of book entry transfer by its custodian.
The Fund will establish a segregated account with the
Funds custodian, in which the Fund will maintain cash and
U.S. Government Securities or other high grade debt
obligations at least equal in value to the total amount of the
repurchase obligation, including accrued interest. The value of
the segregated securities will be
marked-to-market
on a daily basis to ensure that such value is maintained.
Reverse repurchase agreements could involve certain risks in the
event of default or insolvency of the other party, including
possible delays or restrictions upon the Funds ability to
dispose of the underlying securities. An additional risk is that
the market value of securities sold by the Fund under a reverse
repurchase agreement could decline below the price at which the
Fund is obligated to repurchase them. Reverse repurchase
agreements will be considered borrowings by the Fund and as such
will be subject to the restrictions on borrowing described in
the SAI under Investment Restrictions. The value of
all the Funds reverse repurchase agreements will not
exceed 5% of the Funds total assets.
When-Issued
and Delayed-Delivery Securities.
The Fund may from time to time purchase securities on a
when-issued or delayed-delivery basis
whereby the Fund purchases a bond or stock with delivery of the
security and payment deferred to a future date. The money to
purchase such securities will be invested in other securities
until the Fund receives delivery. This could increase the
possibility that the Funds net asset value would increase
or decrease faster than would otherwise be the case. There is no
restriction on the percentage of the Funds assets that may
be invested in when-issued or delayed-delivery securities, and
such securities are not considered to be short sales for
purposes of the Funds Investment Restrictions on short
sales.
Securities purchased on a when-issued or delayed-delivery basis
may expose the Fund to risk, since such securities may
experience fluctuations in value (based upon, in the case of
bonds, the publics perception of the creditworthiness of
the issuer and changes, real or anticipated, in the level of
interest rates) prior to their time of delivery. In addition,
the yield available in the market when the delivery takes place
actually may be higher than that obtained in the transaction
itself.
RISK
FACTORS AND SPECIAL CONSIDERATIONS
The following discusses certain matters that should be
considered, among others, in connection with the Offer.
Dilution
Net Asset Value and Non-Participation in the Offer
Record Date Shareholders who do not fully exercise their Rights
will, upon the completion of the Offer, own a smaller
proportional interest in the Fund than they owned prior to the
Offer. In addition, an immediate dilution of the net asset value
per share may be experienced by all shareholders as a result of
the Offer because the Subscription Price may be less than the
then current net asset value per share, and the number of shares
outstanding after the Offer may increase in greater percentage
than the increase in the size of the Funds assets.
Although it is not possible to state precisely the amount of
such decrease in net asset value per share, if any, because it
is not known at this time what the Subscription Price will be,
what the net asset value per share will be on the Pricing Date,
or what proportion of the Shares will be subscribed for, such
dilution could be minimal or substantial. For example, assuming
(i) all Rights are exercised, (ii) the Funds net
asset value on the Pricing Date is
$ per share (the net asset
value per
23
share
on ,
2007), and (iii) the Subscription Price is
$ per share (equal to the
lower of the NAV at the close of business
on ,
2007 or 95% of the average of the last reported sale price of a
share of the Funds Common Stock on the NYSE
on ,
2007, and the four preceding business days), then the
Funds net asset value per share would be reduced by
approximately $ per share
or %.
Leverage
and Borrowing
As discussed above under Investment Objectives and
Policies Special Investment Methods, the Fund
is authorized to borrow. The Fund currently does not have any
intention to borrow money. Borrowings create an opportunity for
greater capital appreciation with respect to the Funds
investment portfolio, but at the same time such borrowing is
speculative in that it will increase the Funds exposure to
capital risk. In addition, borrowed funds are subject to
interest costs that may offset or exceed the return earned on
the borrowed funds.
Certain
Investment Strategies
The extent of the Funds investment in equity securities
will be determined primarily on the basis of asset allocation
techniques developed by Dr. Martin E. Zweig, President of
the
Sub-Adviser,
and his staff. While the Investment Adviser seeks to reduce the
risks associated with investing in equity securities by using
these techniques, such risks cannot be eliminated. There is no
assurance that these asset allocation techniques will provide
protection from the risks of equity investment, enable the Fund
to be invested consistent with the major trends of the market or
enable the Fund to achieve its investment objective.
In addition, although the Investment Adviser may use one or more
of the special investment methods discussed above under
Investment Objectives and Policies Special
Investment Methods to further the Funds investment
objective
and/or
reduce losses that might otherwise occur during a time of
general decline in stock prices, no assurance can be given that
these investment methods will be used or, if used, will achieve
either or both of these results. These methods may subject an
investor in the Fund to greater than average risks and costs.
Equity
Risk
Equity investing includes, among other risks, the risk that the
securities held by the Fund will fall in market value due to
adverse market and economic conditions, perceptions regarding
the industries in which the issuers of securities held by the
Fund participate and the particular circumstances and
performance of particular companies whose securities the Fund
holds. An investment in the Fund represents an indirect economic
stake in the securities owned by the Fund, which are for the
most part traded on securities exchanges or in the
over-the-counter
markets. The market value of these securities, like other market
investments, may move up or down, sometimes rapidly and
unpredictably, and the prices of most securities in a market can
drop substantially at any time. The net asset value of the Fund
may at any point in time be less than at the time the
shareholder invested in the Fund, even after taking into account
any reinvestment of distributions.
Small and
Medium Capitalization Stock Risk
While the Fund generally will invest primarily in large
capitalization companies, the Fund may invest in companies with
small or medium capitalizations. Small and medium company stocks
can be more volatile than, and perform differently from, larger
company stocks. There may be less trading in small or medium
company stocks, which means that buy and sell transactions in
those stocks could have a larger impact on the stock prices than
is the case with larger company stocks. Small and medium
companies may have fewer business lines; therefore, changes in
any line of business may have a greater impact on small and
medium company stock prices than is the case for a larger
company. As a result, the purchase or sale of more than a
limited number of shares of a small or medium company may affect
its market price. The Fund may need a considerable amount of
time to purchase or sell its positions in these securities. In
addition, small or medium company stocks may not be as well
known to the investing public.
24
Unrealized
Appreciation
As of December 31, 2006, there was $78,842,778 or
approximately $1.08 per share of net unrealized appreciation in
the Funds net assets of $438,544,021; if realized and
distributed, or deemed distributed, such gains would, in
general, be taxable to shareholders, including holders at that
time of Shares acquired upon the exercise of Rights. See
Taxation.
Discount
from Net Asset Value
The Funds shares of Common Stock have traded in the market
above, at and below net asset value since the commencement of
the Funds operations in October 1986. The Fund cannot
predict whether the Funds Common Stock will in the future
trade at a premium to or discount from net asset value. The risk
of the Common Stock trading at a discount is a risk separate
from a decline in the Funds net asset value. See
Market Price and Net Asset Value Information in this
Prospectus and Net Asset Value in the SAI.
Distributions
The Funds policy is to make quarterly distributions equal
to 2.50% of its net asset value (10% distribution yield on an
annualized basis), and a final distribution at year-end
consisting of any remaining undistributed net investment income
and any realized net long-term capital gains in excess of the
Funds capital loss carryforward. If, for any calendar
year, the total distributions exceed net investment income and
realized net capital gains, the excess will generally be treated
as a tax-free return of capital (up to the amount of the
shareholders tax basis in his or her shares). The amount
treated as a tax-free return of capital will reduce a
shareholders adjusted basis in his or her shares, thereby
increasing his or her potential gain or reducing his or her
potential loss on the sale of his or her shares.
Historically, the Funds distribution yield has included
distributions of net investment income and realized gains that
were taxable to the Funds shareholders as ordinary income,
and distributions that were treated as a non-taxable return of
capital. In 2006, the Fund had a 10% distribution yield, which
consisted of 12.14% as net investment income, 35.92% as gains
taxable as ordinary income 51.94% as return of capital. In 2005,
the Fund had a 10% distribution yield, which consisted of 18.24%
as net investment income, 48.15% as gains taxable as ordinary
income and 33.61% as return of capital. In the future, the Fund
anticipates its distribution yield to be characterized in a
similar manner and be consistent with its policy of quarterly
distributions equal to 2.50% of its net asset value (10%
distribution yield on an annualized basis). Pursuant to the
requirements of the 1940 Act and other applicable laws, a notice
will accompany each quarterly distribution with respect to the
estimated source of the distribution made.
The Fund had capital loss carryovers in the amount of
$141,898,355 as of December 31, 2006. Capital loss
carryovers will reduce or, possibly, eliminate the Funds
taxable capital gains in the year(s) to which such losses are
carried, but will not reduce the Funds current earnings
and profits in such year(s). Consequently, a greater portion of
the Funds distributions in the year(s) to which the Fund
carries and applies its capital loss carryovers may be taxable
to shareholders as ordinary income dividends than would be the
case if the Fund did not have capital loss carryovers. The
Funds shareholders thus potentially could lose the benefit
of the Funds capital loss carryover to any year in which
the Fund makes excess distributions, because instead of being
treated as a non-taxable return of capital, the portion of the
excess distributions equal to the Funds capital gains that
are offset by the capital loss carryover will likely be taxable
to the Funds shareholders, and if taxable, will likely be
treated as ordinary income rather than as capital gain.
Moreover, excess distributions that are paid out of capital
gains or other non-dividend income of the Fund will not qualify
for the 15% preferential tax rate.
25
Illustration
of Loss of Tax Benefit of Capital Loss Carryforwards
Related to Distributions in Excess of Taxable Gain
|
|
|
|
|
|
|
Shareholders pay additional
taxes on distributions when a set of 3 conditions
exist:
|
1. Fund has current year
gains (current earnings and profits)
|
|
(line b below)
|
2. Fund has accumulated
losses from prior years (capital loss carryovers)
|
|
(line c below)
|
3. Fund pays out
distributions that exceed required distributions
|
|
(line e below)
|
Assume the following
facts:
|
|
|
|
|
|
|
Net Income
|
|
(a)
|
|
$
|
10
|
|
Current year gain (loss)
|
|
(b)
|
|
$
|
5
|
|
Capital loss carryover (CLCO)
|
|
(c)
|
|
$
|
(10
|
)
|
Distributions to shareholders
|
|
(d)
|
|
$
|
50
|
|
Excess Distributions (normally
Return Of Capital)
|
|
(e)
|
|
$
|
40
|
|
Amount of distributions taxable to
shareholders
|
|
(f)
|
|
$
|
15
|
|
Amount of capital loss carryover
benefit lost
|
|
(g)
|
|
$
|
5
|
|
Explanation: Fund has current year
gains (b) so shareholders pay taxes on distributions of
current year gains (b). The benefit of the capital loss
carryover (CLCO) (g) is thereby lost on the portion of the
excess distribution equal to the current year gain (b).
The Fund also might make distributions to shareholders that
exceed the Funds current earnings and profits. In that
event, because the Fund does not have positive accumulated
earnings and profits, the excess distributions will be a
non-taxable return of capital to a shareholder, to the extent
the distributions do not exceed the shareholders tax basis
in his or her Fund shares. Non-taxable distributions will reduce
the shareholders tax basis in his or her Fund shares,
thereby increasing the shareholders potential tax
liability on a subsequent sale of his or her shares.
In the event the Fund distributes amounts in excess of its net
investment income and net realized capital gains, such
distributions will decrease the Funds total assets and,
therefore, have the likely effect of increasing the Funds
expense ratio. In addition, in order to make such distributions,
the Fund may have to sell a portion of its investment portfolio
at a time when independent investment judgment might not dictate
such action. Shares purchased pursuant to the Offer will be
issued after the record date for the quarterly distribution
declared in June, and, accordingly, the Fund will not pay a
quarterly distribution with respect to such Shares until the
distribution to be declared and paid in the next quarter. See
Distributions; Distribution Reinvestment and Cash Purchase
Plan for a discussion of the Funds distribution
policy.
Anti-takeover
Provisions
The Fund has provisions in its Articles of Incorporation and
By-Laws that may have the effect of limiting the ability of
other entities or persons to acquire control of the Fund, to
cause it to engage in certain transactions or to modify its
structure. The Board of Directors is divided into three classes.
At the annual meeting of shareholders each year, the term of one
class will expire and directors will be elected to serve in that
class for terms of three years. This provision could delay for
up to two years the replacement of a majority of the Board of
Directors.
These provisions could have the effect of limiting
shareholders opportunity to sell their shares at a premium
over prevailing market prices by discouraging a third party from
seeking to obtain control of the Fund in a tender offer or
similar transaction. See Description of Common
Stock Special Voting Provisions.
MANAGEMENT
OF THE FUND
Board of
Directors
The management of the Fund, including general supervision of the
duties performed by the Investment Adviser under the Investment
Advisory Agreement (as described below), is the responsibility
of the Funds Board of
26
Directors. For certain information regarding the Directors and
Officers of the Fund, see Management Directors
and Officers in the SAI.
Investment
Adviser and
Sub-Adviser
The Investment Adviser, Phoenix/Zweig Advisers LLC, is a
Delaware limited liability company, with offices at 900 Third
Avenue, New York, New York 10022. The Investment Adviser became
the Funds investment adviser on January 1, 2000,
following the acquisition of Zweig Advisors Inc., the
Funds former investment adviser,
Zweig/Glaser
Advisers, the Funds former administrator, and Zweig
Securities Corp. by Phoenix Investment Partners, Ltd. on
March 1, 1999 (the Acquisition). The Investment
Adviser is a wholly owned subsidiary of Phoenix Investment
Partners, Ltd., wholly-owned investment management subsidiary of
The Phoenix Companies, Inc., a NYSE-listed company.
Phoenix/Zweig Advisers LLC and Phoenix Investment Partners, Ltd.
are registered with the Commission under the Investment Advisers
Act of 1940, as amended. As of December 31, 2006, Phoenix
Investment Partners, Ltd. had approximately $58 billion in
assets under management.
Pursuant to an investment advisory agreement dated March 1,
1999 (the Investment Advisory Agreement), the
Investment Adviser is responsible for the actual management of
the Funds portfolio. The responsibility for making
decisions to buy, sell or hold a particular investment rests
with the Investment Adviser, subject to the supervision of the
Board of Directors and the applicable provisions of the 1940
Act. The Investment Adviser is also obligated to provide the
Fund with such executive, administrative, data processing,
clerical, accounting and bookkeeping services and statistical
and research data as are deemed advisable by the Board of
Directors, except to the extent these services are provided by
an administrator hired by the Fund. The Investment Adviser may
consider analyses from various other sources, including
broker-dealers with which the Fund does business and affiliates
of the Investment Adviser.
Under a services agreement (the
Sub-Advisory
Agreement) with the Investment Adviser, the
Sub-Adviser,
Zweig Consulting LLC, performs asset allocation research and
analysis and provides advice thereon to the Investment Adviser.
The extent of the Funds investment in equity securities is
determined by the Investment Adviser primarily utilizing asset
allocation techniques developed by Dr. Martin E. Zweig,
President of the
Sub-Adviser,
and his staff.
For the services provided by the Investment Adviser under the
Investment Advisory Agreement, the Fund pays the Investment
Adviser a monthly fee computed at the annual rate of 0.85% of
the Funds average daily net assets during the previous
month. For the fiscal years ended December 31, 2006, 2005
and 2004, the Fund incurred investment advisory fees of
$3,616,231, $3,599,090 and $3,561,301, respectively. The
Investment Adviser will pay the
Sub-Adviser
an annual fee equal to 40% of the investment advisory fees
received by the Investment Adviser from the Fund, payable
monthly in arrears.
The Board of Directors, including a majority of the
disinterested Directors, has the responsibility under the 1940
Act to approve the continuance of the Investment Advisory
Agreement and the
Sub-Advisory
Agreement. At a meeting of the Directors held on
February 15, 2006, the Board of Directors, including a
majority of the disinterested Directors, approved the
continuance of the Investment Advisory Agreement and the
Sub-Advisory
Agreement until March 1, 2007. A discussion regarding the
basis for the approval of this continuance is contained in the
Funds June 30, 2006 Semi-Annual Report to
Shareholders. At a meeting of the Directors held on
February 20, 2007, the Board of Directors, including a
majority of the disinterested Directors, approved the
continuance of the Investment Advisory Agreement and the
Sub-Advisory
Agreement until March 1, 2008. A discussion regarding the
basis for the approval of this continuance will be contained in
the Funds June 30, 2007 Semi-Annual Report to
Shareholders.
PXP Securities Corp. or any other brokerage affiliate (the
Brokerage Affiliate) may act as a broker for the
Fund. In order for the Brokerage Affiliate to effect any
portfolio transactions for the Fund, the commissions, fees or
other remuneration received by the Brokerage Affiliate must be
reasonable and fair compared to the commissions, fees or other
remuneration paid to other brokers in connection with comparable
transactions involving similar securities being purchased or
sold on an exchange during a comparable period of time. The Fund
will not deal with the Brokerage Affiliate in any portfolio
transaction in which the Brokerage Affiliate would act as
principal.
27
Dr. Martin
E. Zweig
Dr. Martin E. Zweig, the President of the
Sub-Adviser,
has been in the business of providing investment advisory
services for over 35 years. Dr. Zweig and his
associates determine asset allocation strategies to assist the
Investment Adviser in its management of the Fund.
Portfolio
Managers
The Investment Advisers
day-to-day
stock and bond selections for the Fund are jointly and primarily
made by Mr. Carlton Neel and Mr. David Dickerson.
Mr. Neel and Mr. Dickerson have been jointly and
primarily responsible for the day-to-day management of the
Funds portfolio since April 2003.
Mr. Neel is a graduate of Brown University, (B.A., 1990).
Mr. Neel has been Senior Vice President of the Fund since
April 2003 and from March 1999 to June 2002. Mr. Neel has
also been Senior Vice President of Euclid Advisors LLC since
April 2003, as well as from January 2000 to June 2002. From July
2002 to April 2003, Mr. Neel founded and managed Shelter
Rock Capital Partners, L.P. Formerly, he was Senior Vice
President of Phoenix-Zweig Trust from July 1995 to March 1999,
Vice President of Zweig Advisors Inc. from July 1995 to December
1999 and Vice President of Zweig Total Return Advisors, Inc.
from July 1995 to December 1999.
Mr. Dickerson is a graduate of Harvard University (B.A.,
1993), and the Stern School of Business, New York University
(M.B.A., 2000). Mr. Dickerson has been a Senior Vice
President of the Fund since April 2003, and was a Vice President
of the Fund from January 2000 to June 2002. He has also been a
Senior Vice President of Euclid Advisors LLC since April 2003,
and served as a Vice President from April 2000 to June 2002.
From July 2002 to April 2003, Mr. Dickerson founded and
managed Shelter Rock Capital Partners, L.P. Prior to that,
Mr. Dickerson has worked in various portfolio management
and analyst positions with the Fund since 1993.
The SAI provides additional information about the Portfolio
Managers compensation, other accounts managed by the
Portfolio Managers, and the Portfolio Managers ownership
of securities of the Fund.
Investment
Advisory Agreement
The Investment Advisory Agreement sets forth the services to be
provided by and the fees to be paid to each party, as described
above. The Investment Advisory Agreement provides that the
Investment Advisers liability to the Fund and its
shareholders is limited to situations involving its own willful
misfeasance, bad faith or gross negligence in the performance of
its duties or by reason of its reckless disregard of its duties
and obligations under the Investment Advisory Agreement.
The services of the Investment Adviser to the Fund are not
deemed to be exclusive, and the Investment Adviser or any
affiliate thereof may provide similar services to other
investment companies and other clients or engage in other
activities.
The Investment Advisory Agreement obligates the Investment
Adviser to provide advisory services and to pay all expenses
arising from the performance of its obligations under the
Investment Advisory Agreement, as well as the fees of all
Directors of the Fund who are employees of the Investment
Adviser or any of its affiliates. The Fund pays all other
expenses incurred in the operation of the Fund, including, but
not limited to, direct charges relating to the purchase and sale
of portfolio securities, interest charges, fees and expenses of
attorneys and auditors, taxes and governmental fees, cost of
stock certificates and any other expenses (including clerical
expenses) of issuance, sale or repurchase of shares of the
Funds Common Stock, expenses in connection with the
Funds Distribution Reinvestment and Cash Purchase Plan,
membership fees in trade associations, expenses of registering
and qualifying shares of the Funds Common Stock for sale
under Federal and state securities laws, expenses of obtaining
and maintaining stock exchange listings of the Funds
Common Stock, expenses of printing and distributing reports,
prospectuses, shareholder notices and proxy materials, expenses
of corporate data processing and related services, shareholder
record-keeping and shareholder account services, expenses of
auditors and escrow agents, expenses of printing and filing
reports and other documents filed with governmental agencies,
expenses of annual and special shareholders meetings, fees
and disbursements of the Funds Administrator, transfer
agents, custodians and subcustodians, expenses of disbursing
dividends and distributions, fees, expenses and
out-of-pocket
costs of Directors of the Fund who are not interested persons of
the Fund or the Investment Adviser, insurance
28
premiums and litigation, indemnification and other expenses not
expressly provided for in the Investment Advisory Agreement or
the Administration Agreement.
The Investment Advisory Agreement will remain in effect from
year to year if approved annually (i) by the Board of
Directors of the Fund or by the holders of a majority of the
Funds outstanding voting securities, and (ii) by a
majority of the Directors who are not parties to the Investment
Advisory Agreement or interested persons of any such party. The
Investment Advisory Agreement terminates on its assignment by
either party, and may be terminated without penalty on not more
than 60 days prior written notice at the option of
either party thereto, or by the affirmative vote of the holders
of a majority of the Funds outstanding voting securities.
The Investment Advisory Agreement provides that the Fund may use
Zweig as part of its name for so long as the
Investment Adviser serves as investment adviser to the Fund. The
Fund has agreed that, in the event the Investment Advisory
Agreement is terminated, the Fund will promptly take such
actions as may be necessary to change its corporate name to one
not containing the word Zweig, and the Fund will
thereafter not transact business in a corporate name using the
word Zweig in any form or combination whatsoever.
Phoenix Investment Partners, Ltd. has obtained, pursuant to an
agreement, an exclusive worldwide license to use the word
Zweig with respect to its investment advisory
business.
Sub-Advisory
Agreement
The
Sub-Advisory
Agreement sets forth the services to be provided by and the fees
to be paid to the
Sub-Adviser.
The
Sub-Adviser
has been engaged by the Investment Adviser to perform asset
allocation techniques, research and analysis and provide advice
thereon to the Investment Adviser. Pursuant to the
Sub-Advisory
Agreement, the services are rendered by Dr. Martin E. Zweig
and his designated research associates on behalf of the
Sub-Adviser.
For services provided by the
Sub-Adviser
to the Fund under the
Sub-Advisory
Agreement, the Investment Adviser will pay the
Sub-Adviser
an annual fee equal to 40% of the investment advisory fees
received by the Investment Adviser from the Fund, payable
monthly in arrears.
The
Sub-Advisory
Agreement will remain in effect until March 1 of each year,
provided that from year to year it has been approved annually
(i) by the Board of Directors of the Fund or by the holders
of a majority of the Funds outstanding voting securities,
and (ii) by a majority of the Directors who are not parties
to the
Sub-Advisory
Agreement or interested persons of any such party. The
Sub-Advisory
Agreement terminates on its assignment by either party, and may
be terminated without penalty on not more than
60 days prior written notice at the option of the
Funds Board of Directors, or by the affirmative vote of
the holders of a majority of the Funds outstanding voting
securities. In addition, either the Investment Adviser or the
Sub-Adviser
has the right not to renew the
Sub-Advisory
Agreement by giving 60 days prior written notice to
the other party.
Administrator
The Administrator, Phoenix Equity Planning Corporation, serves
as the Funds administrator pursuant to an assignment by
Zweig/Glaser Advisers of the Administration Agreement dated
March 1, 1999 (the Administration Agreement).
The Administrator generally assists in the administration of the
Funds day to day corporate affairs, subject to the overall
authority of the Funds Board of Directors. The
Administrator determines the Funds net asset value daily,
prepares such figures for publication on a weekly basis,
maintains certain of the Funds books and records that are
not maintained by the Investment Adviser, custodian or transfer
agent, assists in the preparation of financial information for
the Funds income tax returns, proxy statement, quarterly
and annual shareholder reports, assists in the preparation of
Commission Reports and responds to shareholder inquiries.
The Fund pays the Administrator a monthly fee computed at an
annual rate of 0.065% of the Funds average daily net
assets during the previous month. Prior to March 1, 2006,
the Fund paid the Administrator a monthly fee computed at an
annual rate of 0.13% of the Funds average daily net assets
during the previous month. For the fiscal years ended
December 31, 2006, 2005 and 2004, the Fund incurred
administrative fees of $321,415, $550,449 and $544,670,
respectively.
29
DISTRIBUTIONS;
DISTRIBUTION REINVESTMENT AND CASH PURCHASE PLAN
The Funds policy is to make quarterly distributions equal
to 2.50% of its net asset value (10% on an annualized basis),
and a final distribution at year-end consisting of any remaining
undistributed net investment income and the Funds realized
net long-term capital gains in excess of its capital loss
carryforward. If, for any calendar year, the total distributions
exceed net investment income and net realized capital gains, the
excess will generally be treated as a tax-free return of capital
(up to the amount of the shareholders tax basis in his or
her shares). The amount treated as a tax-free return of capital
will reduce a shareholders adjusted basis in his or her
shares, thereby increasing his or her potential gain or reducing
his or her potential loss on the sale of his or her shares.
The Fund had capital loss carryovers in the amount of
$141,898,355 as of December 31, 2006. The Fund had total
2006 distributions of $42,548,410 of which $5,164,215 was net
investment income; $15,285,877 was current year gains taxable as
ordinary income; and $22,098,318 in distributions in excess of
earnings and profits. The Fund paid out 10% in distributions of
which 12.14% was income, 35.92% gains and 51.94% return of
capital.
Capital loss carryovers will reduce or, possibly, eliminate the
Funds taxable capital gains in the year(s) to which such
losses are carried, but will not reduce the Funds current
earnings and profits in such year(s). Consequently, a greater
portion of the Funds dividend distributions in the year(s)
to which the Fund carries and applies its capital loss
carryovers may be taxable to shareholders as ordinary income
dividends than would be the case if the Fund did not have
capital loss carryovers. Moreover, to the extent that such
ordinary income dividends are paid out of capital gains or other
non-dividend income of the Fund, they might not qualify for the
15% preferential tax rate.
The Fund also might make distributions to shareholders that
exceed the Funds current earnings and profits. In that
event, because the Fund does not have positive accumulated
earnings and profits, the excess distributions will be a
non-taxable return of capital to a shareholder to the extent the
distributions do not exceed the shareholders tax basis in
its Fund shares. Non-taxable distributions will reduce the
shareholders tax basis in his or her Fund Shares, thereby
increasing the shareholders potential tax liability on a
subsequent sale of his or her shares.
In calculating the amount of each quarterly distribution, the
Funds net asset value will be measured as of the business
day immediately preceding the declaration date of such
distribution. Pursuant to the requirements of the 1940 Act and
other applicable laws, a notice will accompany each quarterly
distribution with respect to the estimated source of the
distribution made.
In the event the Fund distributes amounts in excess of its net
investment income and net realized capital gains, such
distributions will decrease the Funds total assets and,
therefore, have the likely effect of increasing the Funds
expense ratio. In addition, in order to make such distributions,
the Fund may have to sell a portion of its investment portfolio
at a time when independent investment judgment might not dictate
such action.
Shares purchased pursuant to the Offer will be issued after the
record date for the quarterly distribution declared in June,
and, accordingly, the Fund will not pay a quarterly distribution
with respect to such Shares until the distribution to be
declared and paid in the quarter.
Shareholders may elect to receive all distributions in cash paid
by check mailed directly to the shareholder by Computershare, as
dividend paying agent. Pursuant to the Funds Automatic
Reinvestment and Cash Purchase Plan (or the Plan),
shareholders not making such election will have all such amounts
automatically reinvested by Computershare, as the Plan agent, in
whole or fractional shares of the Fund, as the case may be.
If the Directors of the Fund declare a distribution payable
either in shares or in cash, as shareholders may have elected,
then nonparticipants in the Plan will receive cash and
participants in the Plan will receive the equivalent in shares
determined as follows: Whenever the market price of the shares
on the record date for the distribution is equal to or exceeds
their net asset value, participants will be issued shares at the
higher of net asset value or 95% of the closing market price of
the shares on the NYSE on the previous trading day. If the
shares net asset value at such time exceeds their market
price, or if the Fund should declare a distribution payable only
in cash, Computershare, as agent for the participants, will buy
shares on the NYSE or elsewhere in the open market, for the
participants accounts. If, before Computershare has
completed its purchases, the market price equals or exceeds the
net asset value of the shares, Computershare is permitted to
cease purchasing the shares in the open market and the Fund may
30
issue the remaining shares at a price equal to the higher of net
asset value or 95% of the then market price. Computershare will
apply all cash received as a distribution to purchase shares on
the open market as soon as practicable after the payment date of
such distribution, but in no event later than 30 days after
such date, except where necessary to comply with applicable
provisions of the Federal securities laws.
Participants in the Plan have the option of making additional
cash payments monthly to Computershare for investment in the
Funds shares. Such payments may be made in any amount from
$100 to $3,000. Computershare will use all such payments
received from participants to purchase shares on the open market
on or about the fifteenth day of each month (or the closest
business day thereto, if a weekend or holiday). To avoid
unnecessary cash accumulations, and also to allow ample time for
receipt and processing by Computershare, it is suggested that
participants send voluntary cash payments to Computershare at
least five business days prior to the date for which a voluntary
purchase is desired. A participant may withdraw a voluntary cash
payment by written notice, if the notice is received by
Computershare at least five business days before such payment is
to be invested.
Computershare maintains all shareholder accounts in the Plan and
furnishes written confirmations of all transactions in the
accounts, including information needed by shareholders for
personal and tax records. Shares in the account of each Plan
participant will be held by Computershare in non-certificated
form in the name of the participant, and each shareholders
proxy will include those shares purchased pursuant to the Plan.
There is no charge to participants for reinvesting distributions
or voluntary cash payments. Computershares fees for
handling reinvestment of distributions will be paid by the Fund.
There will be no brokerage charges with respect to shares issued
directly by the Fund as a result of distributions payable either
in stock or in cash. However, each participant will pay a
pro-rata share of brokerage commissions incurred with respect to
Computershares open market purchases in connection with
the reinvestment of distributions as well as from voluntary cash
payments. With respect to purchases from voluntary cash
payments, Computershare will charge each participant a pro-rata
share of the brokerage commissions. Brokerage charges for
purchasing small amounts of stock for individual accounts
through the Plan are expected to be less than the usual
brokerage charges for such transactions, as Computershare will
be purchasing shares for all participants in blocks and
prorating the lower commission thus attainable. Computershare
may use its affiliates
and/or
affiliates of the Investment Adviser for all trading activity
relative to the Plan on behalf of Plan participants. Such
affiliates will receive a commission in connection with such
trading transactions.
If a shareholder desires to discontinue his or her participation
in the Plan, the shareholder may either (i) request
Computershare to sell part or all of the shares in the account
and remit the proceeds to the shareholder, net of any brokerage
commission, or (ii) ask Computershare for a certificate for
the number of full shares in his or her account, along with a
check in payment for any fractional shares.
Although many brokers do participate in the Plan on behalf of
their customers, a participant in the Plan who does change his
or her broker may not be able to transfer the shares to another
broker and continue to participate in the Plan.
The automatic reinvestment of distributions will not relieve
participants of any income tax that may be payable on such
distributions.
Experience under the Plan may indicate that changes are
desirable. Accordingly, the Fund reserves the right to amend or
terminate the Plan as applied to any voluntary cash payments
made and any dividend or distribution paid subsequent to written
notice of the change sent to participants in the Plan. The Plan
also may be amended or terminated by Computershare, with the
Funds prior written consent, upon written notice sent to
participants in the Plan. All correspondence concerning the Plan
should be directed to Computershare Trust Company, N.A., P.O.
Box 859208, Braintree, MA 02185.
DESCRIPTION
OF COMMON STOCK
The authorized capital stock of the Fund consists of
100,000,000 shares of Common Stock, par value
$0.10 per share, of which 73,233,013.25 shares were
outstanding as of March 31, 2007. The Shares when issued,
will be fully paid and nonassessable. All shares of Common Stock
are equal as to dividends, assets and voting privileges and
31
have no conversion, preemptive or exchange rights. In the event
of liquidation, each share of Common Stock is entitled to its
proportion of the Funds assets after payment of debts and
expenses. Shareholders are entitled to one vote per share. All
voting rights for directors are non-cumulative, which means that
the holders of more than 50% of the shares of common stock can
elect 100% of the directors if they choose to do so, and, in
such event, the holders of the remaining shares of common stock
will not be able to elect any directors. The Funds Board
of Directors from time to time may amend the Funds
Articles of Incorporation to increase or decrease the number of
authorized shares of Common Stock without any further
authorization by the Funds shareholders. The Funds
outstanding shares of Common Stock are, and the Shares offered
hereby will be, listed on the NYSE under the symbol
ZF.
The Fund has no present intention of offering additional shares
beyond this Offer, except that additional shares may be issued
under the Distribution Reinvestment and Cash Purchase Plan. See
Distributions; Distribution Reinvestment and Cash Purchase
Plan. Other offerings of its Common Stock, if made, will
require approval of the Funds Board of Directors. Any
additional offering will be subject to the requirements of the
1940 Act that shares may not be sold at a price below the then
current net asset value (exclusive of underwriting discounts and
commissions) except in certain circumstances, including in
connection with an offering to existing shareholders or with the
consent of a majority of the Funds outstanding
shareholders.
Repurchase
of Shares
The Fund is authorized to repurchase its shares on the open
market when the shares are trading at a discount of 10% or more
from net asset value, and the Fund may incur debt to refinance
share repurchase transactions. In addition, pursuant to the 1940
Act, the Fund retains the right to repurchase its shares under
other circumstances on a securities exchange or such other open
market designated by the Commission (provided that the Fund has
informed shareholders within the preceding six months of its
intention to repurchase such shares), by a tender offer open to
all the Funds shareholders, or as otherwise permitted by
the Commission. When a repurchase of Fund shares is to be made
that is not to be effected on a securities exchange or such an
open market or by the making of a tender offer, the 1940 Act
provides that certain conditions must be met regarding, among
other things, distribution of net income, identity of the
seller, price paid, brokerage commissions, prior notice to
shareholders of an intention to purchase shares and purchasing
in a manner on a basis which does not discriminate unfairly
against the other shareholders indirectly through their interest
in the Fund. The Fund may incur debt to finance share repurchase
transactions (see Investment Restrictions in the
SAI).
When the Fund repurchases its shares for a price below their net
asset value, the net asset value of the shares that remain
outstanding will be enhanced, but this does not necessarily mean
that the market price of those outstanding shares will be
affected, either positively or negatively.
The Fund currently has no established tender offer program, and
no established schedule for considering tender offers. No
assurance can be given that the Board of Directors will decide
to undertake any such tender offers in the future or, if
undertaken, that they will reduce any market discount.
Any acquisition of shares by the Fund (whether through a share
repurchase or a tender offer) will decrease the total assets of
the Fund and therefore have the effect of increasing the
Funds expense ratio. Furthermore, if the Fund borrows to
finance share repurchases or tender offers, interest on such
borrowings will reduce the Funds net investment income. If
the Fund must liquidate a portion of its investment portfolio in
connection with a share repurchase or tender offer, such
liquidation might be at a time when independent investment
judgment might not dictate such action and, accordingly, may
increase the Funds portfolio turnover and make it more
difficult for the Fund to achieve its investment objective.
Special
Voting Provisions
The Fund has provisions in its Articles of Incorporation and
By-Laws (collectively, the Charter Documents) that
could have the effect of limiting the ability of other entities
or persons to acquire control of the Fund, to cause it to engage
in certain transactions or to modify its structure. The Board of
Directors is divided into three classes. At the annual meeting
of shareholders each year, the term of one class will expire and
directors will be elected to serve in that class for terms of
three years. This provision could delay for up to two years the
replacement of a majority of the Board of Directors.
32
Under Maryland law and the Funds Articles of
Incorporation, the affirmative vote of the holders of two-thirds
of the votes entitled to be cast is required for the
consolidation of the Fund with another corporation, a merger of
the Fund with or into another corporation (except for certain
mergers in which the Fund is the successor), a statutory share
exchange in which the Fund is not the successor, a sale or
transfer of all or substantially all of the Funds assets,
the dissolution of the Fund and any amendment to the Funds
Articles of Incorporation. In addition, the affirmative vote or
consent of the holders of two-thirds of the outstanding Shares
is required to authorize the conversion of the Fund from a
closed-end to an open-end investment company, to amend certain
of the provisions of the Charter Documents or generally to
authorize any of the following transactions:
(i) a merger or consolidation of the Fund with or into any
other corporation;
(ii) the issuance of any securities of the Fund to any
person or entity for cash;
(iii) the sale, lease or exchange of all or any substantial
part of the Funds assets to any entity or person (except
assets having an aggregate fair market value of less than
$1,000,000); or
(iv) the sale, lease or exchange to the Fund, in exchange
for securities of the Fund, of any assets of any entity or
person (except assets having an aggregate fair market value of
less than $1,000,000);
if such corporation, person or entity is directly, or indirectly
through affiliates, the beneficial owner of more than 5% of the
outstanding shares of the Fund. However, such two-thirds vote
would not be required when, under certain conditions, the Board
of Directors, in accordance with the Funds Articles of
Incorporation, approves the transaction. Reference is made to
the Charter Documents of the Fund, on file with the Commission,
for the full text of these provisions. See Further
Information.
The provisions of the Charter Documents described above and the
Funds right to repurchase its shares could have the effect
of depriving shareholders of an opportunity to sell their shares
at a premium over prevailing market prices by discouraging a
third party from seeking to obtain control of the Fund in a
tender offer or similar transaction. See Repurchase of
Shares above.
33
TAXATION
Federal
Taxation of the Fund and its Distributions
The Fund has qualified and elected to be treated, and intends to
continue to qualify and be treated, as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the
Code). The Fund currently intends to distribute all
or substantially all its investment company taxable income (all
taxable income and net short-term capital gains) and its net
capital gain each year, thereby avoiding the imposition on the
Fund of Federal income and excise taxes on such distributed
income and gain. Such distributions from investment company
taxable income, whether paid in cash or in shares, will be
taxable as ordinary income to shareholders of the Fund who are
subject to tax, and the Funds capital gain distributions,
whether paid in cash or in shares, will be taxable as capital
gain to such shareholders. Distributions in excess of the
Funds earnings and profits will first reduce the adjusted
tax basis of a shareholders shares and, after such
adjusted tax basis is reduced to zero will constitute capital
gain to such shareholder (assuming such shares are held as a
capital asset). For non-corporate U.S. shareholders, the
Funds capital gains distributions and certain of its
ordinary income distributions will be taxable at a maximum
marginal Federal income tax rate of 15%. Shareholders that are
not subject to tax on their income generally will not be
required to pay tax on amounts distributed to them.
Notwithstanding the above, the Fund may decide to retain all or
part of any net capital gain for reinvestment. After the end of
each taxable year, the Fund will notify shareholders of the
Federal income tax status of any distributions, or deemed
distributions, made by the Fund during such year. For a
discussion of certain income tax consequences to shareholders of
the Fund, see Taxation in the SAI.
Federal
Income Tax Consequences Relating to the Offer
The following discussion describes certain United States Federal
income tax consequences of the Offer generally applicable to
citizens or residents of the United States and U.S. trusts,
estates, corporations and any other person who is generally
subject to U.S. Federal income tax
(U.S. Shareholders). This summary is intended
to be descriptive only and does not purport to be a complete
analysis or listing of all potential tax effects relevant to the
ownership of Rights or Common Stock. It assumes that each
U.S. Shareholder holds Common Stock as a capital asset.
Additionally, this summary does not specifically address the
U.S. Federal income tax consequences that might be relevant
to holders of Rights or Common Stock entitled to special
treatment under the U.S. Federal income tax laws, such as
individual retirement accounts and other tax deferred accounts,
financial institutions, life insurance companies and tax-exempt
organizations, and does not discuss the effect of state, local
and other tax laws. Further, this summary is based on
interpretations of existing law as of the date of this
Prospectus as contained in the Code, applicable current and
proposed Treasury Regulations, judicial decisions and published
administrative positions of the Internal Revenue Service, all of
which are subject to change either prospectively or
retroactively.
U.S. Shareholders who receive Rights pursuant to the Offer
should not recognize taxable income for U.S. Federal income
tax purposes upon their receipt of the Rights. If Rights issued
to a U.S. Shareholder expire without being sold or
exercised, no basis should be allocated to such Rights, and such
Shareholder should not recognize any gain or loss for
U.S. Federal income tax purposes upon such expiration.
The tax basis of a U.S. Shareholders Common Stock
should remain unchanged and the shareholders basis in the
Rights should be zero, unless such U.S. Shareholder
affirmatively and irrevocably elects (in a statement attached to
such shareholders U.S. Federal income tax return for
the year in which the Rights are received) to allocate the basis
in the Common Stock between such Common Stock and the Rights in
proportion to their respective fair market values on the date of
distribution.
A U.S. Shareholder who exercises Rights should not
recognize any gain or loss for U.S. Federal income tax
purposes upon the exercise. The tax basis of the newly acquired
Common Stock should equal the Subscription Price paid for the
Common Stock (plus the basis, if any, allocated to the Rights in
the manner described in the immediately preceding paragraph).
The holding period for Common Stock acquired upon the exercise
of Rights should begin on the date of exercise of the Rights.
See Taxation in the SAI.
Each U.S. Shareholder is urged to consult his or her own
tax advisor with respect to the specific Federal, state and
local tax consequences to such U.S. Shareholder of
receiving Rights in this offer.
34
CUSTODIAN,
DIVIDEND PAYING AGENT, TRANSFER AGENT AND REGISTRAR
State Street Bank and Trust Company, P.O. Box 5501, Boston,
MA
02206-5501
serves as the Funds custodian. Computershare Trust
Company, N.A., P.O. Box 859208 Braintree, MA 02185 serves
as the Funds dividend paying agent, transfer agent and
registrar.
EXPERTS
The financial statements of the Fund for the year ended
December 31, 2006, and the financial highlights included in
this Prospectus, have been so included in reliance on the report
of PricewaterhouseCoopers LLP, Boston, Massachusetts, an
independent registered public accounting firm, given on the
authority of said firm as experts in auditing and accounting.
LEGAL
MATTERS
The validity of the Shares under Maryland law will be passed on
for the Fund by Venable LLP, Baltimore, Maryland. Certain other
matters may be passed on for the Fund by Katten Muchin Rosenman
LLP, New York, New York, which serves as counsel to the Fund.
FURTHER
INFORMATION
Further information concerning these securities and the Fund may
be found in the Registration Statement on file with the
Commission, of which this Prospectus and the SAI incorporated by
reference herein constitute a part. Financial statements of the
Fund for fiscal years ended December 31, 2005 and
December 31, 2006 are included in the Funds annual
reports to shareholders for such years, copies of which are on
file with and may be inspected at the Commission as indicated
below.
The Fund is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the Exchange
Act), and the 1940 Act, and in accordance therewith, is
required to file periodic reports, proxy statements and other
information with the Commission relating to its business,
financial condition and other matters. Such information is
available for inspection at the public reference facilities of
the Commission at Room 1024, 100 F Street, NE, Washington,
DC 20549. Copies of such information are obtainable by mail,
upon payment of the Commissions customary charges, by
writing to the Commissions principal office at 100 F
Street, NE, Washington, DC 20549 at prescribed rates. The
Commission maintains a web site (http://www.sec.gov) that
contains periodic reports, proxy statements and other
information regarding registrants that file documents
electronically with the Commission. Such reports and other
information concerning the Fund may also be inspected at the
offices of the NYSE.
35
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INVESTMENT OBJECTIVE AND POLICIES
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3
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INVESTMENT RESTRICTIONS
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MANAGEMENT
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INVESTMENT ADVISER AND
SUB-ADVISER
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PORTFOLIO MANAGERS
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18
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EXPENSES
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PORTFOLIO TRANSACTIONS AND
BROKERAGE
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NET ASSET VALUE
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TAXATION
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INDEPENDENT ACCOUNTANTS
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PRINCIPAL SHAREHOLDERS
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25
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FINANCIAL STATEMENTS
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F-1
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36
No dealer, salesperson or any other person has been
authorized to give any information or to make any
representations other than those contained in this Prospectus in
connection with the offer made by this Prospectus and, if given
or made, such information or representations must not be relied
upon as having been authorized by the Fund, the Investment
Adviser or the
Sub-Adviser.
This Prospectus does not constitute an offer to sell or a
solicitation of any offer to buy any security other than the
Shares of Common Stock offered by this Prospectus, nor does it
constitute an offer to sell or the solicitation of any offer to
buy the Shares of Common Stock by anyone in any jurisdiction in
which such offer or solicitation is not authorized, or in which
the person making such offer or solicitation is not qualified to
do so, or to any such person to whom it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances,
create any implication that information contained herein is
correct as of any time subsequent to the date hereof. However,
if any material change occurs while this Prospectus is required
by law to be delivered, this Prospectus will be amended or
supplemented accordingly.
14,720,000 Shares of
Common Stock
THE ZWEIG FUND, INC.
Issuable Upon Exercise of
Non-Transferable Rights to
Subscribe for Such
Shares of Common Stock
PROSPECTUS
,
2007
The
information in the Statement of Additional Information is not
complete and may be changed. These securities may not be sold
until the registration statement filed with the Securities and
Exchange Commission is effective. The Statement of Additional
Information is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state where
the offer is not permitted.
|
SUBJECT
TO COMPLETION,
DATED
PART B
THE ZWEIG
FUND, INC.
900 Third Avenue, New York, N.Y. 10022
STATEMENT
OF ADDITIONAL INFORMATION
This Statement of Additional Information (SAI) is
not a Prospectus and should be read in conjunction with the
Funds Prospectus,
dated ,
2007 (the Prospectus). This SAI does not include all
information that a shareholder should consider before purchasing
shares of the Fund and investors should obtain and read the
Prospectus prior to purchasing shares. A copy of the Prospectus
may be obtained without charge by calling the Funds
Information Agent, Georgeson, Inc. Banks and Brokers should call
(212) 440-9800
collect and all other shareholders should call
(866) 541-3552.
You may also obtain a copy of the Prospectus on the Securities
and Exchange Commissions website (http://www.sec.gov). The
address of the Fund is 900 Third Avenue, New York, New York
10022, and its telephone number is
(212) 451-1100.
This SAI incorporates by reference the entire Prospectus.
Defined terms used herein shall have the same meaning as
provided in the Prospectus. The date of this SAI
is ,
2007.
TABLE OF
CONTENTS
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F-1
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2
INVESTMENT
OBJECTIVE AND POLICIES
The investment objective of The Zweig Fund, Inc. (the
Fund) is capital appreciation, primarily through
investment in equity securities, consistent with the
preservation of capital and reduction of risk, as determined by
the Funds investment adviser, Phoenix/Zweig Advisers LLC
(the Investment Adviser). The extent of the
Funds investment in equity securities will be determined
by the Investment Adviser primarily on the basis of asset
allocation techniques developed by Dr. Martin E. Zweig, the
President of Zweig Consulting LLC (the
Sub-Adviser),
and his staff. While the Investment Adviser seeks to reduce the
risks associated with investing in equity securities by using
these techniques, such risks cannot be eliminated.
The following describes certain investment strategies in which
the Investment Adviser may engage, on behalf of the Fund, each
of which may involve certain special risks.
Futures
Contracts and Related Options
Upon entering into a futures contract, the Fund will initially
be required to deposit with the custodian an amount of initial
margin using cash or U.S. Treasury bills equal to
approximately 2% to 5% of the contract amount. The nature of
initial margin in futures transactions is different from that of
margin in securities transactions in that the futures contract
initial margin does not involve the borrowing of funds by
customers to finance the transactions. Rather, the initial
margin is in the nature of a performance bond or good faith
deposit on the contract which is returned to the Fund upon
termination of the futures contract, assuming all contractual
obligations have been satisfied. In addition to initial margin,
the Fund is required to specifically designate on its accounting
records cash, liquid debt obligations, liquid equity securities
or cash equivalents in an amount equal to the notional value of
all long futures contracts, less the initial margin amount, to
ensure that the use of such futures contracts is not leveraged.
If the value of the securities specifically designated declines,
additional securities, cash or cash equivalents must be
specifically designated on the accounting records of the Fund so
that the value of the account will at least equal the amount of
the Funds commitments with respect to such futures
contracts.
Subsequent payments, called maintenance margin, to and from the
broker, will be made on a daily basis as the price of the
underlying security fluctuates, making the long and short
positions in the futures contract more or less valuable, a
process known as marking to the market. For example,
when the Fund has purchased a futures contract and the price of
the underlying security has risen, that position will have
increased in value and the Fund will receive from the broker a
maintenance margin payment equal to that increase in value.
Conversely, when the Fund has purchased a futures contract and
the price of the underlying security has declined, the position
would be less valuable and the Fund would be required to make a
maintenance margin payment to the broker. At any time prior to
expiration of the futures contract, the Fund may elect to close
the position by taking an opposite position which will operate
to terminate the Funds position in the futures contract. A
final determination of maintenance margin is then made,
additional cash is required to be paid by or released to the
Fund, and the Fund realizes a loss or a gain.
While futures contracts based on securities provide for the
delivery and acceptance of securities, such deliveries and
acceptances are very seldom made. Generally, the futures
contract is terminated by entering into an offsetting
transaction. An offsetting transaction for a futures contract
sale is effected by the Fund entering into a futures contract
purchase for the same aggregate amount of the specific type of
financial instrument with the same delivery date. If the price
in the sale exceeds the price in the offsetting purchase, the
Fund immediately is paid the difference and thus realizes a
gain. If the offsetting purchase price exceeds the sales price,
the Fund pays the difference and realizes a loss. Similarly, the
closing out of a futures contract purchase is effected by the
Fund entering into a futures contract sale. If the offsetting
sale price exceeds the purchase price, the Fund realizes a gain,
and if the purchase price exceeds the offsetting price, the Fund
realizes a loss.
There are several risks in trading futures contracts. One risk
arises due to the imperfect correlation between movements in the
price of the futures contracts and movements in the price of the
subject of the hedge. The price of the futures contract may move
more than or less than the price of the securities which are the
subject of the hedge.
If the price of the futures contracts moves less than the price
of the underlying securities, the hedge will not be fully
effective, but, if the price of the securities being hedged has
moved in an unfavorable direction, the Fund would be in a better
position than if it had not hedged at all. If the price of the
securities being hedged has moved in a
3
favorable direction, this advantage will be partially offset by
the movement in the price of the futures contract. If the price
of the futures contract moves more than the price of the
security, the Fund will experience either a loss or gain on the
futures which will not be completely offset by movements in the
prices of the securities which are being hedged.
To compensate for the imperfect correlation of such movements in
price, the Fund may buy or sell futures contracts in a greater
dollar amount than the dollar amount of the securities being
hedged if the historical volatility of the prices of such
securities have been greater than the historical volatility of
the futures contracts. Conversely, the Fund may buy or sell
fewer futures contracts if the historical volatility of the
prices of the securities being hedged is less than the
historical volatility of the futures contracts.
It is also possible that, where the Fund has sold futures to
hedge its portfolio against a decline in the market, the market
may advance and the value of securities held in the Funds
portfolio may decline. If this occurred, the Fund would lose
money on the futures contracts and also experience a decline in
value in its portfolio securities. However, while this could
occur for a very brief period or to a very small degree, over
time the value of a diversified portfolio will tend to move in
the same direction as the futures contracts.
Where futures are purchased to hedge against a possible increase
in the cost of securities before the Fund is able to invest its
cash (or cash equivalents) in an orderly fashion, it is possible
that the market may decline instead; if the Fund then concludes
not to invest in the relevant securities at that time because of
concern as to possible further market decline or for other
reasons, the Fund will realize a loss on the futures contract
that is not offset by a reduction in the price of securities
purchased.
Another risk arises because the market prices of futures
contracts may be affected by certain factors. First, all
participants in the futures market are subject to initial margin
and maintenance margin requirements. Rather than meeting
maintenance margin requirements, investors may close futures
contracts through offsetting transactions which could distort
the normal relationship between the securities and futures
markets. Second, from the point of view of speculators, the
margin requirements in the futures market are less onerous than
margin requirements in the securities market. Therefore,
increased participation by speculators in the futures market may
also cause temporary price distortions.
Due to the possibility of price distortion in the futures market
and because of the imperfect correlation between movements in
securities and movements in the prices of futures contracts, a
correct forecast of market trends by the Investment Adviser may
still not result in a successful hedging transaction over a very
short period of time.
The hours of trading for futures contracts may not conform to
the hours during which the underlying securities are traded. To
the extent that the futures contracts markets close after the
markets for the underlying securities, significant price
movements can take place in the futures contracts markets that
cannot be reflected in the markets of the underlying securities.
Positions in futures contracts may be closed out only on an
exchange or board of trade which provides a secondary market for
such futures. Although the Fund intends to purchase or sell
futures only on exchanges or boards of trade where there appears
to be an active secondary market, there is no assurance that a
liquid secondary market on an exchange or board of trade will
exist for any particular contract or at any particular time. In
such event, it may not be possible to close a futures position
and, in the event of adverse price movements, the Fund would
continue to be required to make daily cash payments of
maintenance margin. However, in the event futures contracts have
been used to hedge portfolio securities, such securities
generally will not be sold until the futures contracts can be
terminated. In such circumstances, an increase in the price of
the securities, if any, may partially or completely offset
losses on the futures contract. However, as described above,
there is no guarantee that the price of the securities will, in
fact, correlate with the price movements in the futures contract
and thus provide an offset to losses on a futures contract. The
Fund does not intend to devote more than 5% of its net assets as
initial margin or option premiums for futures transactions.
Security
and Stock Index Options
When the Fund writes an option, an amount equal to the premium
received by the Fund is recorded as an asset and as an
offsetting liability. The amount of the liability is
marked-to-market
daily to reflect the current market
4
value of the option, which is the last sale price on the
principal exchange on which such option is traded or, in the
absence of a sale, the mean between the latest bid and offering
prices. If an option written by the Fund expires, or the Fund
enters into a closing purchase transaction, the Fund will
realize a gain (or, in the latter case, a loss, if the cost of a
closing transaction exceeds the premium received) and the
liability related to such option will be extinguished.
The premium paid by the Fund for the purchase of a put option
(its cost) is recorded initially as an investment, the value of
which is subsequently adjusted to the current market value of
the option. If the current market value of a put option exceeds
its premium, the excess represents unrealized appreciation;
conversely, if the premium exceeds the current market value, the
excess represents unrealized depreciation. The current market
value of an option purchased by the Fund equals the
options last sale price on the principal exchange on which
it is traded or, in the absence of a sale, the mean between the
latest bid and offering prices.
The Fund may cover written call options with any assets,
including equity securities and noninvestment grade debt so long
as the assets are liquid, unencumbered and marked to market
daily (liquid assets), specifically designated on
the accounting records of the Fund in amounts sufficient to
ensure that it is able to meet its obligations under the written
call option should it be exercised. This method does not reduce
the potential loss to the Fund should the value of the
underlying security increase and the option be exercised.
A written put option may be covered with liquid assets
specifically designated on the accounting records of the Fund.
While this may help ensure that a Fund will have sufficient
assets to meet its obligations under the option contract should
it be exercised, it will not reduce the potential loss to the
Fund should the value of the underlying security decrease and
the option be exercised.
An option position may be closed out only on an exchange which
provides a secondary market for an option of the same series.
Although the Fund generally will purchase or write only those
options for which there appears to be an active secondary
market, there is no assurance that a liquid secondary market on
an exchange will exist for any particular option, or at any
particular time, and for some options no secondary market on an
exchange may exist. In such event, it might not be possible to
effect closing transactions in particular options, with the
result that the Fund would have to exercise its options in order
to realize any profit and would incur transaction costs on the
sale of underlying securities pursuant to the exercise of put
options. If the Fund, as a covered call option writer, is unable
to effect a closing purchase transaction in a secondary market,
it will not be able to sell the underlying security until the
option expires or it delivers the underlying security upon
exercise.
Reasons for the absence of a liquid secondary market on an
exchange include the following: (a) there may be
insufficient interest in trading certain options;
(b) restrictions may be imposed by an exchange on opening
transactions or closing transactions or both; (c) trading
halts, suspensions or other restrictions may be imposed with
respect to particular classes or series of options or underlying
securities; (d) unusual or unforeseen circumstances may
interrupt normal operations on an exchange; (e) the
facilities of an exchange or the Options Clearing Corporation
(the OCC) may not at all times be adequate to handle
current trading volume; or (f) one or more exchanges might,
for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of options (or a
particular class or series of options), in which event the
secondary market on that exchange (or in that class or series of
options) would cease to exist, although outstanding options on
that exchange that had been issued by the OCC as a result of
trades on that exchange would continue to be exercisable in
accordance with their terms.
In addition, there is no assurance that
higher-than-anticipated
trading activity or other unforeseen events might not, at times,
render certain of the facilities of the OCC inadequate, and
thereby result in the institution by an exchange of special
procedures which may interfere with the timely execution of
customers orders.
The amount of the premiums which the Fund may pay or receive may
be adversely affected as new or existing institutions, including
other investment companies, engage in or increase their option
purchasing and writing activities.
In the event of a shortage of the underlying securities
deliverable on exercise of a listed option, the OCC has the
authority to permit other, generally comparable securities to be
delivered in fulfillment of option exercise obligations. If the
OCC exercises its discretionary authority to allow such other
securities to be delivered, it may also adjust the exercise
prices of the affected options by setting different prices at
which otherwise ineligible
5
securities may be delivered. As an alternative to permitting
such substitute deliveries, the OCC may impose special exercise
settlement procedures.
Exchange
Traded Funds
The Fund may invest in passively managed registered open-end
investment companies or other baskets of securities, such as
unit investment trusts, which trade on a national securities
exchange or NASDAQ and are commonly called exchange-traded funds
(ETFs). These investments represent shares of
ownership in ETFs that hold portfolios of securities which are
designed to generally correspond to and closely track the price
and yield performance of an index of securities. Accordingly,
ETFs have risks similar to those of stocks and are subject to
market volatility. Investment returns may fluctuate so that
invested shares, when redeemed or sold, may be worth more or
less than their original cost. ETFs may include, among others,
the
PowerShares QQQtm
(QQQ), Standard & Poors Depositary Receipts
(SPDRS), the DIAMONDS Trust, and other ETFs as determined
from time to time by the Investment Adviser.
Foreign
Securities
The Fund may invest up to up to 20% of its net assets in
securities of foreign issuers. Investments in foreign securities
offer potential benefits not available through investment solely
in securities of domestic issuers. Foreign securities offer the
opportunity to invest in foreign issuers that appear to have
growth potential, or in foreign countries with economic policies
or business cycles different from those of the United States, or
to reduce fluctuations in portfolio value by taking advantage of
foreign markets that do not move in a manner parallel to United
States markets. The Fund may also enter into foreign currency
transactions in connection with its investment activity in
foreign securities.
Investments in foreign securities present special additional
risks and considerations not typically associated with
investments in domestic securities. Foreign investments may be
affected by changes in foreign currency rates and exchange
control regulations. There may be less information available
about a foreign company than a domestic company, and foreign
companies may not be subject to accounting, auditing and
reporting standards and requirements comparable to those
applicable to domestic companies. Foreign securities may be less
liquid and subject to greater price volatility than domestic
securities. Foreign brokerage commissions and custodial fees are
generally higher than those in the United States. The foreign
markets also have different clearance and settlement procedures
and in certain markets there have been times when settlements
have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions.
Delays or problems with settlements might affect the liquidity
of the Funds portfolio and might adversely affect the
Funds performance. Foreign investments may also be subject
to local economic or political risks, political instability and
possible nationalization of issuers or expropriation of their
assets which might adversely affect the Funds ability to
realize or liquidate its investment in such securities.
Furthermore, some foreign securities are subject to brokerage
taxes levied by foreign governments, which have the effect of
increasing the cost of such investment and reducing the realized
gain or increasing the realized loss on such securities at the
time of sale. Furthermore, legal remedies for defaults and
disputes may have to be pursued in foreign courts whose
procedures differ substantially from those of the
U.S. courts. In the event of a default in payment on
foreign securities, the Fund may incur increased costs to obtain
and/or to
enforce a judgment against the foreign issuer (or the other
parties to the transaction) in the United States or abroad, and
no assurance can be given that the Fund will be able to collect
on any such judgment.
Income earned or received by the Fund from sources within
foreign countries may be reduced by withholding and other taxes
imposed by such countries. Tax conventions between certain
countries and the United States, however, may reduce or
eliminate such taxes. Any such taxes paid by the Fund will
reduce its net income available for distribution to shareholders.
Pursuant to the provisions of
Rule 17f-5
under the Investment Company Act of 1940, as amended (the
1940 Act), the Funds Board of Directors has
delegated to the Funds Custodian, State Street Bank and
Trust Company, as the Funds Foreign Custody Manager the
responsibilities for selecting and monitoring any foreign
custodians that may be used in connection with the Funds
investments in foreign securities. Pursuant to and subject to
the terms and conditions of the Custodian Contract between State
Street Bank and Trust Company and the Fund, State Street Bank
6
and Trust Company will, among other things, (i) determine
that the assets held by foreign custodians are subject to
reasonable care, based on the standards applicable to custodians
in the relevant market in which such foreign custodian operates,
(ii) determine that the foreign custodial arrangements are
governed by a written contract that provides reasonable care for
the Funds assets based on such standards,
(iii) establish a system to monitor the appropriateness of
maintaining the Funds assets with a particular foreign
custodian and any material changes in such contract, and
(iv) report to the Funds Board of Directors with
respect to the Funds foreign custodial arrangements.
Short
Sales
The Fund may from time to time make short sales of securities. A
short sale is a transaction in which the Fund sells a security
it does not own in anticipation of a decline in market price.
The Fund may make short sales to offset a potential decline in a
long position or a group of long positions, or if the Investment
Adviser believes that a decline in the price of a particular
security or group of securities is likely. The Fund may also
make short sales in an attempt to maintain portfolio flexibility
and facilitate the rapid implementation of investment strategies
if the Investment Adviser believes that the price of a
particular security or group of securities is likely to decline.
When the Fund determines to make a short sale of a security, it
must borrow the security. The Funds obligation to replace
the security borrowed in connection with the short sale will be
fully secured by the proceeds from the short sale retained by
the broker and by cash or liquid securities deposited in a
segregated account with the Funds custodian. The Fund may
have to pay a premium to borrow the security. The Fund must also
pay any dividends or interest payable on the security until the
Fund replaces the security.
If the price of the security sold short increases between the
time of the short sale and the time the Fund replaces the
borrowed security, the Fund will incur a loss, and if the price
declines during this period, the Fund will realize a capital
gain. Any realized capital gain will be decreased, and any
incurred loss increased, by the amount of transaction costs and
any premium, dividend or interest which the Fund may have to pay
in connection with such short sale.
In addition to the short sales described above, the Fund may
make short sales against the box. A short sale
against the box is a short sale where, at the time
of the short sale, the Fund owns or has the immediate and
unconditional right, at no added cost, to obtain the identical
security. The Fund would enter into such a transaction to defer
a gain or loss for Federal income tax purposes on the security
owned by the Fund. Short sales against the box are not subject
to the collateral requirements described above or the percentage
limitations on short sales described below.
The Fund may make a short sale only if, at the time the short
sale is made and after giving effect thereto, the market value
of all securities sold short is 25% or less of the value of its
net assets and the market value of securities sold short which
are not listed on a national securities exchange does not exceed
10% of the Funds net assets.
Closed-End
Investment Companies
When the Fund invests in other closed-end investment companies,
the investments made by such other investment companies will be
effected by independent investment managers, and the Fund will
have no control over the investment management, custodial
arrangements or operations of any investments made by such
investment managers. Some of the funds in which the Fund may
invest could also incur more risks than would be the case for
direct investments made by the Fund. For example, they may
engage in investment practices that entail greater risks or
invest in companies whose securities and other investments are
more volatile. In addition, the funds in which the Fund invests
may or may not have the same fundamental investment limitations
as those of the Fund itself. While a potential benefit of
investing in closed-end investment companies would be to realize
value from a decrease in the discount from net asset value at
which some closed-end funds trade, there is also the potential
that such discount could grow, rather than decrease.
By investing in investment companies indirectly through the
Fund, a shareholder of the Fund will bear not only a
proportionate share of the expenses of the Fund (including
operating costs and investment advisory and administrative fees)
but also, indirectly, similar expenses of the investment
companies in which the Fund invests.
7
The Fund will not (i) own more than 3% of the voting
securities of any one investment company; (ii) invest more
than 5% of its assets in the securities of any one investment
company; or (iii) invest more than 10% of its assets in
securities issued by other investment companies.
When-Issued
and Delayed-Delivery Securities
The Fund may purchase securities on a when-issued or forward
commitment basis. These transactions are also known as
delayed-delivery transactions. (The phrase delayed
delivery is not intended to include purchases where a
delay in delivery involves only a brief period required by the
selling partly solely to locate appropriate certificates and
prepare them for submission for clearance and settlement in the
customary way.) Delayed-delivery transactions involve a
commitment by the Fund to purchase or sell securities at a
future date (ordinarily up to 90 days later). The price of
the underlying securities (usually expressed in terms of yield)
and the date when the securities will be delayed and paid for
(the settlement date) are fixed at the time the transaction is
negotiated. When-issued purchases and forward commitments are
negotiated directly with the selling party.
When-issued purchases and forward commitments enable the Fund to
lock in what is believed to be an attractive price or yield on a
particular security for a period of time, regardless of future
changes in interest rates. For example, in periods of rising
interest rates and falling bond prices, the Fund might sell debt
securities it owns on a forward commitment basis to limit its
exposure to falling prices. In periods of falling interest rates
and rising prices, the Fund might sell securities it owns and
purchase the same or similar securities on a when-issued or
forward commitment basis, thereby obtaining the benefit of
currently higher yields. The Fund will not enter into such
transactions for the purpose of leverage.
The value of securities purchased on a when-issued or forward
commitment basis and any subsequent fluctuations in their value
will be reflected in the Funds net asset value starting on
the date of the agreement to purchase the securities, and the
Fund will be subject to the rights and risks of ownership of the
securities on that date. The Fund will not earn interest on
securities it has committed to purchase until they are paid for
and received.
When the Fund makes a forward commitment to sell securities it
owns, the proceeds to be received upon settlement will be
included in the Funds assets. Fluctuations in the market
value of the underlying securities will not be reflected in the
Funds net asset value as long as the commitment to sell
remains in effect. Settlement of when-issued purchases and
forward commitment transactions generally takes place up to
90 days after the date of the transactions, but the Fund
may agree to a longer settlement period.
The Fund will make commitments to purchase securities on a
when-issued basis or to purchase or sell securities on a forward
commitment basis only with the intention of completing the
transaction and actually purchasing or selling the securities.
If deemed advisable as a matter of investment strategy, however,
the Fund may dispose of or renegotiate a commitment after it is
entered into. The Fund also may sell securities it has committed
to purchase before those securities are delivered to the Fund on
the settlement date. The Fund may realize a capital gain or loss
in connection with these transactions.
When the Fund purchases securities on a when-issued or
forward-commitment basis, the Fund will specifically designate
on its accounting records securities having a value (determined
daily) at least equal to the amount of the Funds purchase
commitments. These procedures are designed to ensure that the
Fund will maintain sufficient assets at all times to cover its
obligations under when-issued purchase and forward commitments.
INVESTMENT
RESTRICTIONS
The Fund has adopted the following fundamental policies, which
cannot be changed without the approval of the holders of a
majority of its outstanding voting securities (as defined under
Investment Objective and Policies in the
Prospectus). Except as otherwise noted, all percentage
limitations set forth below apply immediately after a purchase
or initial investment, and any subsequent change in any
applicable percentage resulting from market fluctuations does
not require elimination of any security or other investment from
the portfolio. The Fund may not:
1. With respect to 75% of its total assets, invest in
securities of any one issuer if immediately after and as a
result of such investment more than 5% of the total assets of
the Fund, taken at market value, would be
8
invested in the securities of such issuer. This investment
restriction does not apply to investments in
U.S. Government Securities.
2. Purchase more than 10% of the outstanding voting
securities, or any class of securities, of any one issuer.
3. Purchase securities which would cause 25% or more of its
total assets at the time of such purchase to be concentrated in
the securities of issuers engaged in any one particular industry
or group of related industries. This investment restriction does
not apply to investments in U.S. Government Securities.
4. Invest more than 5% of its total assets in securities of
issuers that, at the time of purchase, have a record, together
with predecessors, of less than three years of continuous
operation. This investment restriction does not apply to
investments in U.S. Government Securities.
5. Purchase securities of other investment companies,
except in connection with a merger, consolidation, acquisition
or reorganization, if more than 10% of the market value of the
Funds total assets would be invested in securities of
other investment companies, more than 5% of the market value of
the Funds total assets would be invested in the securities
of any one investment company, or the Fund would own more than
3% of any other investment companys securities.
6. Purchase or sell real estate; provided that the Fund may
invest in securities secured by real estate or real estate
interests or issued by companies which invest in real estate or
real estate interests.
7. Purchase participations or other direct interests in
oil, gas or other mineral exploration or development programs;
provided that the Fund may invest in the securities of companies
which operate, invest in or sponsor such programs.
8. Purchase any securities on margin, except that the Fund
may make margin deposits in connection with any futures
contracts or any options it may purchase or write. Effecting
short sales, to the extent permitted by paragraph 12 below,
does not constitute a margin purchase for purposes of this
investment restriction.
9. Make loans of money, except that the Fund may purchase
publicly distributed debt obligations consistent with its
investment objective and policies, and the Fund may make loans
of portfolio securities; provided that the loan is
collateralized by cash or cash equivalents or
U.S. Government Securities in an amount equal, on a daily
basis, to the market value of the securities loaned; and
provided further that immediately after giving effect to any
such loan, the aggregate amount of all outstanding loans of
securities does not exceed 20% of the current market value of
the Funds net assets.
10. Borrow money, except (i) for temporary emergency
purposes in amounts not in excess of 5% of the value of the
Funds total assets at the time the loan is made; or
(ii) in an amount not greater than 20% of the Funds
net assets; provided that the Fund maintains asset coverage of
300% with respect to such borrowings.
11. Issue senior securities, as defined in the 1940 Act, or
mortgage, pledge, hypothecate or in any manner transfer, as
security for indebtedness, any securities owned or held by the
Fund except as may be necessary in connection with borrowings
mentioned in paragraph 10 above. (For the purposes of this
investment restriction, collateral or escrow arrangements with
respect to the making of short sales, writing of stock options
and collateral arrangements with respect to margin for futures
contracts or related options are not deemed to be a pledge of
assets; and neither such arrangements nor the purchase or sale
of futures contracts or purchases of related options are deemed
to be the issuance of a senior security.)
12. Make any short sales of securities, unless, if, at the
time the short sale is made and after giving effect thereto,
(i) the market value of all securities sold short is 25% or
less of the value of the Funds net assets, (ii) the
market value of such securities sold short which are not listed
on a national securities exchange does not exceed 10% of the
Funds net assets, (iii) the market value of all
securities sold short of any one issuer does not exceed 2% of
the Funds net assets, (iv) short sales are not made
of more than 2% of the outstanding securities of one class of
any issuer, and (v) the Fund maintains collateral deposits
consisting of cash or U.S. Government Securities in a
segregated account which are at all times equal to 100% of the
current market value of the securities sold short. This
investment restriction does not apply to short sales
against-the-box.
9
13. Underwrite securities of other issuers except insofar
as it might be deemed to be an underwriter for purposes of the
Securities Act of 1933, as amended, in the resale of any
securities held in its own portfolio.
14. Invest more than 10% of the Funds total assets in
securities that at the time of purchase are subject to
restrictions on disposition under the Securities Act of 1933, as
amended.
15. Purchase or sell commodities or futures contracts or
options on commodity or futures contracts, except if:
(i) the purchase or sale of futures contracts or options
thereon is to hedge the Funds existing portfolio of
securities, or to anticipate a market or market sector advance;
and (ii) the Fund creates, at the time of its purchase of a
futures contract, a segregated account with its Custodian
consisting of cash, U.S. Government Securities or other
appropriate high-grade debt obligations in an amount equal to
the total market value of such contract, less the amount of
initial margin for such contract.
10
MANAGEMENT
Directors
and Officers
The names and addresses of the Directors and Officers of the
Fund are set forth below, together with their positions and
their principal occupations during the past five years and, in
the case of the Directors, their positions with certain other
organizations and companies.
DISINTERESTED
DIRECTORS
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Number of
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Portfolios in
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Term of
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Fund
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Name, Address, Age
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Office and
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Complex
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Principal Occupation(s)
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and
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Length of
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Overseen by
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During Past 5 Years and
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Position(s) with Fund
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Time Served
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Director
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Other Directorships Held
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Charles H. Brunie Brunie Associates 320 Park Avenue, 10th Floor New York, NY 10022 DOB: 7/17/30 Director
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Term: Until 2009. Served since: 1998
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2
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Director of The Zweig Total Return
Fund, Inc. (since 1988); Chairman, Brunie Associates
(investments) (since April 2001); Oppenheimer Capital (1969-
2000), Chairman (1980-1990), Chairman Emeritus (1990-2000);
Chairman Emeritus, Board of Trustees, Manhattan Institute (since
1990); Trustee, Milton and Rose D. Friedman Foundation for
Vouchers (since 1999); Trustee, Hudson Institute (since 2002);
Trustee, American Spectator (since 2002); Chartered Financial
Analyst (since 1969).
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Wendy Luscombe Taghkanic Churchtown Rd. Craryville, NY 12521 DOB: 10/29/51 Director
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Term: Until 2008. Served since: 2002.
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2
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Director of The Zweig Total Return
Fund, Inc. (since 2002); Co-lead Independent Director of the
Zweig Total Return Fund, Inc. and of The Zweig Fund, Inc. (since
2006); Principal, WKL Associates, Inc. (Real Estate Investment
Consultant) (since 1994); Fellow, Royal Institution of Chartered
Surveyors; Member, Chartered Institute of Arbitrators; Director,
Endeavour Real Estate Securities, Ltd. (2000-2006); Director,
PXRE, Corp. (reinsurance) (since 1994); Member and Chairman of
Management Oversight Committee, Deutsche Bank, International
Real Estate Opportunity Fund 1A and 1B (since 2003);
Trustee, Acadia Realty Trust (since 2004).
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Alden C. Olson 2711 Ramparte Path Holt, MI 48842 DOB: 5/10/28
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Term: Until 2010. Served since: 1996.
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2
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Director of The Zweig Total Return
Fund, Inc. (since 1996); Currently retired; Chartered Financial
Analyst (since 1964); Professor of Financial Management,
Investments at Michigan State University (1959 to 1990).
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Director
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James B. Rogers, Jr. 352 Riverside Dr. New York, NY 10025 DOB: 10/19/42 Director
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Term: Until 2009. Served since: 1986.
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2
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Director of The Zweig Total Return
Fund, Inc. (since 1988); Private investor (since 1980);
Chairman, Beeland Interests (Media and Investments) (since
1980); Regular Commentator on Fox News (since 2002); Author of
Investment Biker: On the Road with Jim Rogers
(1994),Adventure Capitalist (2003) and Hot
Commodities (2004); Director, Emerging Markets Brewery
Fund (1993- 2002); Director, Levco Series Trust (1996-2006).
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R. Keith Walton 315 Park Avenue South New York, NY 10010 DOB: 9/28/64 Director
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Term: Until 2008. Served since: 2004.
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2
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Director of The Zweig Total Return
Fund, Inc. (since 2004); Co-lead Independent Director of the
Zweig Total Return Fund, Inc. and of The Zweig Fund, Inc. (since
2006); Principal and Chief Administrative Officer, Global
Infrastructure Partners (since 2007); Director, Blue Crest
Capital Management Funds (since 2006); Executive Vice President
and Secretary (1996- 2007) of the University at Columbia
University; Director (since 2002), Member, Executive Committee
(since 2002), Chair, Audit Committee (since 2003), Apollo
Theater Foundation, Inc.; Director, Orchestra of St. Lukes
(since 2000); Vice President and Trustee, The Trinity Episcopal
School Corporation (since 2003); Member (since 1997),
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11
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Number of
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Portfolios in
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Term of
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Fund
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Name, Address, Age
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Office and
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Complex
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Principal Occupation(s)
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and
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Length of
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Overseen by
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During Past 5 Years and
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Position(s) with Fund
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Time Served
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Director
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Other Directorships Held
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Nominating and Governance
Committee Board of Directors (since 2004), Council on Foreign
Relations.
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INTERESTED
DIRECTOR
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Number of
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Portfolios in
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Term of
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Fund
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Name, Address, Age
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Office and
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Complex
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Principal Occupation(s)
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and
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Length of
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Overseen by
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During Past 5 Years and
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Position(s) with Fund
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Time Served
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Director
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Other Directorships Held
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George R. Aylward
56 Prospect Street Hartford, CT 06115
DOB: 8/17/64
Director, Chairman of the Board and President
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|
Term: Until 2010.
Served since: 2006.
|
|
|
2
|
|
|
Director, Chairman of the Board and
President of The Zweig Total Return Fund, Inc. (since 2006);
Senior Executive Vice President and President, Asset Management,
The Phoenix Companies, Inc. (since 2007); Director
(2006-present); President (2006-present) and Chief Operating
Officer (2004-present), Phoenix Investment Partners, Ltd.;
Director (2006-present) and President (since 2007), DPCM
Holding, Inc.; Director and Executive Vice President, Duff
& Phelps Investment Management Co. (2006-present); Director
(2006-present) and Executive Vice President (2005-present),
Engemann Asset Management; President, Euclid Advisors, LLC
(2006-present); Director (2006-present) and Executive Vice
President (2005-present), Goodwin Capital Advisers, Inc.;
Executive Vice President, Kayne Aderson Rudrick Investment
Management, LLC (since 2007); Director and President, Pasadena
Capital Corporation (2006-present); Director and Executive Vice
President, Phoenix Equity Planning Corporation (2005-present);
Director and President, Phoenix Investment Counsel, Inc.
(2006-present); President, Phoenix/Zweig Advisers, LLC
(2006-present); Executive Vice President, PXP Securities Corp.
(2005-present); Director and President, Rutherford, Brown &
Catherwood, LLC (2006-present); Executive Vice President, SCM
Advisors, LLC (2006-present); President the Phoenix Funds
Family; Previously, Vice President, Phoenix Life Insurance
Company (2002-2004); Vice President, The Phoenix Companies, Inc.
(2003-2004); Vice President, Finance, Phoenix Investment
Partners, Ltd. (2001-2002); Executive Vice President, the
Phoenix Funds Family (2004-2006); Executive Vice President,
Phoenix Investment Partners, Ltd. (2004-2006), Phoenix
Investment Counsel, Inc. (2005-2006), Euclid Advisers, LLC
(2005-2006), Rutherford Financial Corporation (2005-2006),
Phoenix/Zweig Advisers, LLC (2005-2006) and DPCM Holding, Inc.
(2006-2007); Senior Vice President and Chief Operating Officer,
Asset Management, The Phoenix Companies Inc. (2004-2007).
|
12
OFFICERS
WHO ARE NOT DIRECTORS
|
|
|
|
|
|
|
Position(s) with
|
|
|
|
|
the Fund and
|
|
Principal Occupation(s)
|
|
|
Length of
|
|
During Past 5 Years and
|
Name, Address and Age
|
|
Time Served
|
|
Other Directorships Held
|
|
Carlton Neel
900 Third Avenue New York, NY 10022
DOB: 12/19/67
|
|
Executive Vice President since: 2003.
Expires: Immediately following the 2008 Annual Meeting of Shareholders.
|
|
Executive Vice President of The
Zweig Total Return Fund, Inc. (since 2003); Senior Vice
President and Portfolio Manager, Phoenix/Zweig Advisers LLC
(since 2003); Senior Vice President, Euclid Advisers LLC (since
2004); Managing Director and Co-Founder, Shelter Rock Capital
Partners, LP (2002-2003); Senior Vice President and Portfolio
Manager, Phoenix/Zweig Advisers LLC (1995-2002); Vice President,
JP Morgan & Co. (1990-1995).
|
David Dickerson
900 Third Avenue New York, NY 10022
DOB: 12/27/67
|
|
Senior Vice President since: 2003.
Expires: Immediately following the 2008 Annual Meeting of Shareholders.
|
|
Senior Vice President of The Zweig
Total Return Fund, Inc. (since 2003); Senior Vice President and
Portfolio Manager, Phoenix/Zweig Advisers LLC (since 2003);
Senior Vice President, Euclid Advisers LLC (since 2004);
Managing Director and Co-Founder, Shelter Rock Capital Partners,
LP (2002-2003); Vice President and Portfolio Manager,
Phoenix/Zweig Advisers LLC (1993-2002).
|
Marc Baltuch
900 Third Avenue New York, NY 10022
DOB: 9/23/45
|
|
Vice President and Chief Compliance Officer since: 2004.
Expires: Immediately following the 2008 Annual Meeting of Shareholders.
|
|
Vice President and Chief Compliance
Officer of The Zweig Total Return Fund, Inc. (since 2004); Chief
Compliance Officer of Phoenix/Zweig Advisers LLC (since 2004);
President and Director of Watermark Securities, Inc.(since
1991); Secretary of Phoenix-Zweig Trust (1989-2003); Secretary
of Phoenix-Euclid Market Neutral Fund (1998-2002); Assistant
Secretary of Gotham Advisors, Inc. (1990-2005); Chief Compliance
Officer of the Zweig Companies (since 1989) and of the Phoenix
Funds Complex (since 2004).
|
Kevin J. Carr
One American Row Hartford, CT 06102
DOB: 8/30/54
|
|
Secretary and Chief Legal Officer since: 2005.
Expires: Immediately following the 2008 Annual Meeting of Shareholders.
|
|
Secretary and Chief Legal Officer
of The Zweig Total Return Fund, Inc. (since 2005); Vice
President and Counsel, Phoenix Life Insurance Company (since
2005); Vice President, Counsel, Chief Legal Officer and
Secretary, certain Funds within Phoenix Fund Complex (since
2005); Compliance Officer of Investments and Counsel, Travelers
Life and Annuity Company (January 2005-May 2005); Assistant
General Counsel, The Hartford Financial Services Group
(1999-2005).
|
Moshe Luchins
900 Third Avenue New York, NY 10022
DOB: 12/22/71
|
|
Vice President since: 2004.
Expires: Immediately following the 2008 Annual Meeting of Shareholders.
|
|
Vice President of The Zweig Total
Return Fund, Inc. (since 2004); Associate Counsel (1996-2005),
Associate General Counsel (since 2006) of the Zweig Companies.
|
Nancy Curtiss
56 Prospect Street Hartford, CT 06115
DOB: 11/24/52
|
|
Treasurer since: 2003.
Expires: Immediately following the 2008 Annual Meeting of Shareholders.
|
|
Treasurer of The Zweig Total Return
Fund, Inc. (since 2003); Vice President, Operations (since
2003); Vice President, Fund Accounting (1994-2003) and Treasurer
(1996-2003), Phoenix Equity Planning Corporation. Treasurer,
multiple funds in the Phoenix Fund Complex (since 1994).
|
Jacqueline Porter
56 Prospect Street Hartford, CT 06115
DOB: 2/19/58
|
|
Vice President and Assistant Treasurer since: 2006.
Expires: Immediately following the 2008 Annual Meeting of Shareholders.
|
|
Vice President and Assistant
Treasurer of The Zweig Total Return Fund, Inc. (since 2006);
Assistant Vice President, Fund Administration, Phoenix Equity
Planning Corporation (since 1995); Vice President and Assistant
Treasurer, multiple funds in the Phoenix Fund Complex (since
1995).
|
13
|
|
|
* |
|
Director considered to be an interested person, as
that term is defined in the 1940 Act. George R. Aylward is
considered an interested person because, among other things, he
is an officer of the Fund. |
The Funds Board of Directors has appointed a standing
Audit Committee and Nominating Committee. The Funds Board
of Directors has adopted a written charter for the Funds
Audit Committee. The purposes of the Audit Committee are set
forth in the Audit Committee Charter. The Audit Committee
assists the Board of Directors in its oversight of the
Funds financial reporting process. The Audit Committee of
the Board of Directors will normally meet two times during each
full fiscal year with representatives of the independent
auditors to discuss and review various matters as contemplated
by the Audit Committee Charter. The members of the Audit
Committee, Messrs. Brunie, Olson, Rogers and Walton and
Ms. Luscombe, are independent within the
meaning of the 1940 Act and the NYSE corporate governance
standards for audit committees. The Funds Audit Committee
held four meetings during the year ended December 31, 2006.
14
Messrs. Brunie, Olson and Rogers, each of whom is not an
interested person of the Fund, are members of the Nominating
Committee of the Board of Directors. The Nominating Committee
considers candidates for election to fill vacancies on the Board
of Directors, and will consider recommendations from
shareholders for possible nominees. Shareholders are required to
submit a biography of the recommended candidate to the Secretary
of the Fund. All shareholder recommended nominee submissions
must be received by the Fund by the deadline for submission of
any shareholder proposals which would be included in the
Funds proxy statement for the next annual meeting of the
Fund. This deadline can be found in the proxy statement for the
Funds most recent annual meeting. When nominating a
director candidate, shareholders must include in their notice to
the Funds Secretary the required information, as specified
in Article II Section 3 of the By-Laws.
Such information includes (i) as to each person whom the
shareholder proposes to nominate for election as a director
(A) the name, age, business address and residence address
of such person, (B) the principal occupation or employment
of such person, (C) the class and number of shares of the
capital stock of the Fund that are beneficially owned by such
person and (D) any other information relating to such
person that is required to be disclosed in solicitations of
proxies for the election of directors pursuant to
Regulation 14A under the Securities Exchange Act of 1934 or
any successor regulation thereto (including without limitation
such persons written consent to being named in the proxy
statement as a nominee and to serving as a director if elected
and whether any person intends to seek reimbursement from the
Fund of the expenses of any solicitation of proxies should such
person be elected a director of the Fund); and (ii) as to
the shareholder giving the notice (A) the name and address,
as they appear on the Funds books, of such shareholder,
(B) the class and number of shares of the capital stock of
the Fund which are beneficially
and/or owned
or record by such shareholder, (C) the nature of any such
beneficial ownership of such stock, the beneficial ownership of
any such stock held of record by such shareholder but
beneficially owned by one or more other persons, and the length
of time for which all such stock has been beneficially owned
and/or owned
of record by such shareholder, (D) a representation that
the shareholder is a holder of record of shares of the Fund
entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to present such nomination(s) and
(E) whether the shareholder intends or is part of a group
which intends to solicit proxies from other shareholders in
support of such nomination(s).
The Funds Nominating Committee held one meeting during the
year ended December 31, 2006. The Fund does not have a
standing compensation committee. All of the Directors, other
than Mr. Brunie, attended at least 75% of the total number
of Board meetings, and his or her respective committee meetings,
held during the year ended December 31, 2006.
The Board of Directors, including a majority of the
disinterested Directors, has the responsibility under the 1940
Act to approve the continuance of the Investment Advisory
Agreement and the
Sub-Advisory
Agreement. Both the Investment Advisory Agreement and the
Sub-Advisory
Agreement were approved to be continued until March 1, 2007
at a meeting of the Directors held on February 15, 2006. A
discussion regarding the basis for the approval of this
continuance is contained in the Funds June 30, 2006
Semi-Annual Report to Shareholders. At a meeting of the
Directors held on February 20, 2007, the Board of
Directors, including a majority of the disinterested Directors,
approved the continuance of the Investment Advisory Agreement
and the
Sub-Advisory
Agreement until March 1, 2008. A discussion regarding the
basis for the approval of this continuance will be contained in
the Funds June 30, 2007 Semi-Annual Report to
Shareholders.
15
Direct
Ownership of Securities
The dollar range of the Funds securities owned by each
Director in the Fund and the aggregate dollar range of
securities owned in the Zweig Fund Complex (as defined
below under Executive Compensation) is set forth
below.
|
|
|
|
|
|
|
|
|
|
|
Dollar Range of Equity
|
|
Aggregate Dollar Range of Equity
|
Name of Director
|
|
Securities in the Fund(1)
|
|
Securities in the Zweig Fund Complex
|
|
Charles H. Brunie
|
|
|
Over $100,000
|
|
|
|
Over $100,000
|
|
Wendy Luscombe
|
|
|
$10,001-$50,000
|
|
|
|
$10,001-$50,000
|
|
Alden C. Olson
|
|
|
$10,001-$50,000
|
|
|
|
$10,001-$50,000
|
|
James B. Rogers, Jr.
|
|
|
$10,001-$50,000
|
|
|
|
$10,001-$50,000
|
|
R. Keith Walton
|
|
|
$1-$10,000
|
|
|
|
$10,001-$50,000
|
|
George R. Aylward
|
|
|
$1-$10,000
|
|
|
|
$10,001-$50,000
|
|
|
|
|
(1) |
|
The information as to beneficial ownership is based on
statements furnished to the Fund by its Directors and reflects
ownership as of December 31, 2006, except for George R.
Aylward whose ownership is as of March 14, 2007. Except as
otherwise indicated, each person has sole voting and investment
power with respect to the shares owned by him or her. Fractional
shares are rounded off to the nearest whole share. The Directors
and Officers of the Fund, as a group, beneficially own less than
1% of the outstanding shares of the Fund. |
Executive
Compensation
The aggregate compensation paid to each of the Directors for the
year ended December 31, 2006 by the Fund and The Zweig
Total Return Fund, Inc. (ZTR), constituting all of the funds to
which the Investment Adviser provides investment advisory
services (collectively, the Zweig
Fund Complex), and the total number of registered
investment companies (and separate investment portfolios within
those companies) in the Zweig Fund Complex with respect to
which any of the Directors serves as a director or trustee are
set forth below. The Fund does not pay any fees to, or reimburse
expenses of, its Director who is considered an interested
person of the Fund. Neither the Fund nor any other fund in
the Zweig Fund Complex provides compensation in the form of
pension or retirement benefits to any of its directors or
trustees.
|
|
|
|
|
|
|
|
|
|
|
Aggregate Compensation
|
|
|
Total Compensation from the Zweig
|
|
Name of Director
|
|
from the Fund
|
|
|
Fund Complex, Including the Fund
|
|
|
Charles H. Brunie
|
|
$
|
19,000
|
|
|
$
|
38,000
|
|
Wendy Luscombe
|
|
$
|
32,500
|
|
|
$
|
65,000
|
|
Alden C. Olson
|
|
$
|
26,500
|
|
|
$
|
53,000
|
|
James B. Rogers, Jr.
|
|
$
|
25,000
|
|
|
$
|
50,000
|
|
R. Keith Walton
|
|
$
|
31,000
|
|
|
$
|
62,000
|
|
George R. Aylward
|
|
$
|
0
|
|
|
$
|
0
|
|
Limitation
of Directors and Officers Liability
The Funds Articles of Incorporation limit the personal
liability of its Officers and Directors to the Fund and its
shareholders for money damages to the maximum extent permitted
by the Maryland General Corporation Law. Accordingly, a
shareholder will be able to recover money damages against a
Director or an Officer of the Fund only if he or she is able to
prove that (a) the action, or failure to act, by the
Director or Officer was the result of active and deliberate
dishonesty which was material to the cause of action adjudicated
in the proceeding, (b) the Director or Officer actually
received an improper benefit or profit in money, property or
services (in which case recovery is limited to the actual amount
of such improper benefit or profit), or (c) the Director or
Officer acted with willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the
conduct of his or her office. The limitation also does not apply
to claims against Directors or Officers arising out of their
responsibilities under the Federal securities laws. The
Funds Articles of Incorporation do not limit the right of
the Fund or any shareholder to sue for an injunction or any
other nonmonetary relief in the event of a breach of a
Directors or Officers duty of care or other breach
of duty or responsibility.
16
Code of
Ethics
The Fund, the Investment Adviser and the
Sub-Adviser
have each adopted Codes of Ethics pursuant to
Rule 17j-1
under the 1940 Act. These codes of ethics set forth the terms
and conditions upon which personnel subject to the codes may
invest in securities, including securities that may be purchased
or held by the Fund. These codes contains policies and
procedures that, among other things, prohibit personnel from
trading on the basis of material nonpublic information, place
limitations on personal trading by personnel, impose
preclearance on certain types of trading, and impose reporting
obligations on such personnel, including requiring initial and
annual reports of securities holdings. Copies of the Codes of
Ethics can be reviewed and copied at the Commissions
Public Reference Room in Washington, D.C. Information on
the operation of the Public Reference Room may be obtained by
calling the Commission at 1-202-942-8090. Copies of these Codes
of Ethics are also available on the EDGAR Database on the
Commissions Internet site at http://www.sec.gov, and
copies of these codes may be obtained, after paying a
duplicating fee, by electronic request at the following
E-mail
address: publicinfo@sec.gov, or by writing the Commissions
Public Reference Section, Washington, D.C.
20549-0102.
Proxy
Voting
The Investment Adviser votes proxies relating to the Funds
portfolio securities in accordance with procedures that have
been approved by the Funds Board of Directors. It is the
intention of the Fund to exercise stock ownership rights in
portfolio securities in a manner that is reasonably anticipated
to further the best economic interests of shareholders of the
Fund. Accordingly, the Investment Adviser endeavors to analyze
and vote all proxies that are considered likely to have
financial implications, and, where appropriate, to participate
in corporate governance, shareholder proposals, management
communications and legal proceedings.
If in the voting of proxies, a conflict of interest arises
between the interests of Fund shareholders, on one hand, and
those of the Investment Adviser or any affiliated person of the
Fund, on the other hand, the Investment Adviser may take one or
more of the following actions, among others, or otherwise give
weight to the following factors, in addressing material
conflicts of interest in voting the proxies: (i) rely on
the recommendations of an established, independent third party
with qualifications to vote proxies such as Institutional
Shareholder Services; or (ii) abstaining. The Investment
Adviser will promptly notify the President of the Fund once any
actual or potential conflict of interest exists. The Investment
Adviser will not waive any conflict of interest or vote any
conflicted proxies without the prior written approval of either
the Board of Directors or the President of the Fund, in which
case the President will report on the conflict at the next
following meeting of the Board of Directors.
Shareholders may obtain information regarding how the Fund voted
proxies during the most recent
12-month
period ended June 30, 2006, free of charge by calling
toll-free
1-800-243-1574
or from the EDGAR Database on the Commissions Internet
site at http://www.sec.gov.
INVESTMENT
ADVISER AND
SUB-ADVISER
The Investment Adviser, Phoenix/Zweig Advisers LLC, is a
Delaware limited liability company, with offices at 900 Third
Avenue, New York, New York 10022. The Investment Adviser became
the Funds investment adviser on January 1, 2000,
following the acquisition of Zweig Advisors Inc., the
Funds former investment adviser, Zweig/Glaser Advisers,
the Funds former administrator, and Zweig Securities Corp.
by Phoenix Investment Partners, Ltd. on March 1, 1999 (the
Acquisition). The Investment Adviser is a
wholly-owned subsidiary of Phoenix Investment Partners, Ltd., a
wholly-owned investment management subsidiary of The Phoenix
Companies, Inc., a NYSE-listed company. Phoenix/Zweig Advisers
LLC and Phoenix Investment Partners, Ltd. are Delaware entities
and independent advisory firms registered with the Commission
under the Investment Advisers Act of 1940, as amended. As of
December 31, 2006, Phoenix Investment Partners, Ltd. had
approximately $58 billion of assets under management.
Pursuant to an investment advisory agreement dated March 1,
1999 (the Investment Advisory Agreement), the
Investment Adviser is responsible for the actual management of
the Funds portfolio. The responsibility for making
decisions to buy, sell or hold a particular investment rests
with the Investment Adviser, subject to the supervision of the
Board of Directors and the applicable provisions of the 1940
Act. The Investment Adviser is also obligated to provide the
Fund with such executive, administrative, data processing,
clerical, accounting and
17
bookkeeping services and statistical and research data as are
deemed advisable by the Board of Directors, except to the extent
these services are provided by an administrator hired by the
Fund. The Investment Adviser may consider analyses from various
other sources, including broker-dealers with which the Fund does
business and affiliates of the Investment Adviser. Under a
services agreement (the
Sub-Advisory
Agreement) with the Investment Adviser, the
Sub-Adviser,
Zweig Consulting LLC, performs asset allocation research and
analysis and provides advice thereon to the Investment Adviser.
The extent of the Funds investment in equity securities
will be determined primarily on the basis of asset allocation
techniques developed by Dr. Martin E. Zweig, President of
the
Sub-Adviser,
and his staff.
For the services provided by the Investment Adviser under the
Investment Advisory Agreement, the Fund will pay the Investment
Adviser a monthly fee computed at the annual rate of 0.85% of
the Funds average daily net assets during the previous
month. For the fiscal years ended December 31, 2006, 2005
and 2004, the Fund accrued investment advisory fees of
$3,616,231, $3,599,090 and $3,561,301, respectively.
PXP Securities Corp. or any other brokerage affiliate (the
Brokerage Affiliate) may act as a broker for the
Fund. In order for the Brokerage Affiliate to effect any
portfolio transactions for the Fund, the commissions, fees or
other remuneration received by the Brokerage Affiliate must be
reasonable and fair compared to the commissions, fees or other
remuneration paid to other brokers in connection with comparable
transactions involving similar securities being purchased or
sold on an exchange during a comparable period of time. The Fund
will not deal with a Brokerage Affiliate in any portfolio
transaction in which the Brokerage Affiliate would act as
principal.
Dr. Martin
E. Zweig
Dr. Martin E. Zweig, the President of the
Sub-Adviser,
has been in the business of providing investment advisory
services for over 35 years. Dr. Zweig and his
associates determine asset allocation strategies to assist the
Investment Adviser in its management of the Fund.
PORTFOLIO
MANAGERS
Portfolio
Managers
The Funds portfolio managers (each referred to as a
portfolio manager) are listed below. Each portfolio
manager manages other investment companies
and/or
investment vehicles and accounts in addition to the Fund. The
following tables show, as of December 31, 2006, the number
of accounts each portfolio manager managed in each of the listed
categories and the total assets in the accounts managed within
each category.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered
|
|
|
Other Pooled
|
|
|
|
|
Portfolio Manager
|
|
Investment Companies
|
|
|
Investment Vehicles
|
|
|
Other Accounts
|
|
|
Carlton Neel
|
|
|
4
|
|
|
|
($1,212,900,000
|
)
|
|
|
0 ($0
|
)
|
|
|
0 ($0
|
)
|
David Dickerson
|
|
|
4
|
|
|
|
($1,212,900,000
|
)
|
|
|
0 ($0
|
)
|
|
|
0 ($0
|
)
|
The dollar range of the Funds securities owned by each
portfolio manager and the aggregate dollar range of securities
owned in the Zweig Fund Complex (as defined above under
Executive Compensation) is set forth below.
|
|
|
|
|
|
|
|
|
|
|
Dollar Range of Equity
|
|
Aggregate Dollar Range of Equity
|
|
|
Securities in the
|
|
Securities in the Zweig Fund
|
Portfolio Manager
|
|
Fund(1)
|
|
Complex
|
|
Carlton Neel
|
|
$
|
50,001 $100,000
|
|
|
Over $
|
100,000
|
|
David Dickerson
|
|
$
|
50,001 $100,000
|
|
|
Over $
|
100,000
|
|
|
|
|
(1) |
|
The information as to beneficial ownership is based on
statements furnished to the Fund by its portfolio managers and
reflects ownership as of December 31, 2006. Except as
otherwise indicated, each person has sole voting and investment
power with respect to the shares listed as owned by him or her.
Fractional shares are rounded off to the nearest whole share.
The portfolio managers of the Fund, as a group, beneficially own
less than 1% of the outstanding shares of the Fund. |
18
It is possible that conflicts of interest may arise in
connection with the portfolio managers management of the
Funds investments on the one hand and the investments of
other accounts or vehicles for which the portfolio managers are
responsible on the other. For example, a portfolio manager may
have conflicts of interest in allocating management time,
resources and investment opportunities among the Fund and the
other accounts or vehicles he advises. In addition, due to
differences in the investment strategies or restrictions among
the Fund and the other accounts, a portfolio manager may take
action with respect to another account that differs from the
action taken with respect to the Fund. In some cases, another
account managed by a portfolio manager may provide more revenue
to the Investment Adviser. While this may appear to create
additional conflicts of interest for the portfolio manager in
the allocation of management time, resources and investment
opportunities, the Investment Adviser strives to ensure that
portfolio managers endeavor to exercise their discretion in a
manner that is equitable to all interested persons. In this
regard, in the absence of specific account-related impediments
(such as client-imposed restrictions or lack of available cash),
it is the policy of the Investment Adviser to allocate
investment ideas pro rata to all accounts with the same primary
investment objective.
Portfolio
Manager Compensation Structure and Method
Phoenix Investment Partners, Ltd. and its affiliated investment
management firms (collectively, PXP), believe that
PXPs compensation program is adequate and competitive to
attract and retain high-caliber investment professionals.
Investment professionals at PXP receive a competitive base
salary, an incentive bonus opportunity and a benefits package.
Managing Directors and portfolio investment professionals who
supervise and manage others also participate in a management
incentive program reflecting their personal contribution and
team performance. Highly compensated individuals can also take
advantage of a long-term Incentive Compensation program to defer
their compensation and potentially reduce their taxes.
The bonus package for portfolio managers is based upon how well
the individual manager meets or exceeds assigned goals and a
subjective assessment of contribution to the team effort. Their
incentive bonus also reflects a performance component for
achieving
and/or
exceeding performance competitive with peers managing similar
strategies. Such component is further adjusted to reward
investment personnel for managing within the stated framework
and for not taking unnecessary risks. This ensures that
investment personnel will remain focused on managing and
acquiring securities that correspond to a funds mandate
and risk profile. It also avoids the temptation for portfolio
managers to take on more risk and unnecessary exposure to chase
performance for personal gain. Finally, portfolio managers and
investment professionals may also receive The Phoenix Companies,
Inc. stock options
and/or may
be granted The Phoenix Companies, Inc. restricted stock at the
direction of the parents Board of Directors.
Following is a more detailed description of the compensation
structure of the Funds portfolio managers.
Base Salary. Each portfolio manager is paid a
fixed base salary, which is determined by PXP and is designed to
be competitive in light of the individuals experience and
responsibilities. PXPs management uses compensation survey
results of investment industry compensation conducted by an
independent third party in evaluating competitive market
compensation for its investment management professionals.
Incentive Bonus. The current Performance
Incentive Plan for the Funds portfolio managers is made up
of two components:
(1) Seventy percent of the target incentive is based on
achieving investment area investment goals and individual
performance. The Investment Incentive pool will be established
based on a percentage (as determined by Phoenix Board of
Directors Compensation Committee) of the Investment
Advisers adjusted operating income. Performance of the
Investment Advisers closed-end and open-end funds is
measured over one, three and five-year periods against specified
benchmarks
and/or peer
groups. The Lipper Large Cap Core peer group is used as the
benchmark for the Fund. These benchmarks are subject to change
dependent upon evaluation of the appropriate groupings.
(2) Thirty percent of the target incentive is based on the
profitability of PXP (subject to a ROE performance threshold of
the Phoenix Companies, Inc., the ultimate parent of the Adviser).
19
A portion of the total incentive bonus can be paid in restricted
stock units of the Phoenix Companies, Inc., which vest over
three years. Portfolio managers may also receive Phoenix stock
options
and/or be
granted Phoenix restricted stock at the direction of the Phoenix
Board of Directors.
Other Benefits. Portfolio managers are also
eligible to participate in broad-based plans offered generally
to PXP employees, including broad-based retirement, 401(k),
health and other employee benefit plans.
EXPENSES
For the fiscal years ended December 31, 2006, 2005 and
2004, the Funds net expenses amounted to of $5,160,537,
$5,632,319 and $5,791,392, respectively.
Expenses of the Offer will be charged to capital. The
Funds annual expense ratio (including dividends on short
sales) was 1.21%, 1.33% and 1.38% of the Funds average net
assets for the fiscal years ended December 31, 2006, 2005
and 2004, respectively.
PORTFOLIO
TRANSACTIONS AND BROKERAGE
In the purchase and sale of portfolio securities for the Fund,
the Investment Adviser will seek the best combination of price
(inclusive of brokerage commissions) and execution, and,
consistent with that policy, may give consideration to the
research, statistical and other services furnished by brokers or
dealers to the Investment Adviser for its use. The Investment
Adviser is also authorized to place orders with brokers who
provide supplemental investment, market research and security
and economic analysis, although the use of such brokers may
result in a higher brokerage charge to the Fund than the use of
brokers selected solely on the basis of seeking the best
combination of price (inclusive of brokerage commissions) and
execution for the same order. Brokerage may be allocated
entirely on the basis of net results to the Fund, including the
difficulty of the order and the reputation of the broker-dealer.
Research and analysis received by the Investment Adviser may
benefit the Investment Adviser, the
Sub-Adviser
and their respective affiliates in connection with their
services to other clients, as well as the Fund. Subject to the
foregoing, the Fund may effect a portion of its securities
transactions through affiliated broker-dealers of the Investment
Adviser, including PXP Securities Corp. In accordance with the
provisions of
Rule 17e-1
under the 1940 Act, the Funds Board of Directors has
adopted certain procedures which are designed to provide that
brokerage commissions paid to PXP Securities Corp. and any other
affiliated broker-dealers, are reasonable and fair as compared
to the brokerage commissions received by other brokers in
connection with comparable transactions involving similar
securities being purchased or sold on securities exchanges
during a comparable period of time. The Fund, however, has no
obligation to deal with PXP Securities Corp. or any other
broker-dealer in effecting portfolio transactions.
The Fund paid brokerage commissions of $484,000 to brokers for
the year ended December 31, 2006, of which $0 was paid to
PXP Securities Corp., representing 0% of the aggregate brokerage
commissions paid by the Fund and 0% of the aggregate amount of
transactions involving the payment of commissions for such year.
The Fund paid brokerage commissions of $548,000 to brokers for
the year ended December 31, 2005, of which $0 was paid to
PXP Securities Corp., representing 0% of the aggregate brokerage
commissions paid by the Fund and 0% of the aggregate amount of
transactions involving the payment of commissions for such year.
The Fund paid brokerage commissions of $968,000 to brokers for
the year ended December 31, 2004, of which $0 was paid to
PXP Securities Corp., representing 0% of the aggregate brokerage
commissions paid by the Fund and 0% of the aggregate amount of
transactions involving the payment of commissions for such year.
A portion of the securities in which the Fund will invest may be
traded in the
over-the-counter
markets, and the Fund intends to deal directly with the dealers
who make markets in the securities involved, except in those
circumstances where better prices and execution are available
elsewhere. Fixed income securities purchased or sold on behalf
of the Fund normally will be traded in the
over-the-counter
market on a net basis (i.e. without a commission) through
dealers acting for their own account and not as brokers or
otherwise through transactions directly with the issuer of the
instrument. Some fixed income securities may be purchased and
sold on an exchange or in
over-the-counter
transactions conducted on an agency basis involving a
commission. Futures transactions
20
generally will be effected through those futures commission
merchants the Fund believes will obtain the most favorable
results for the Fund.
When the Fund and one or more accounts managed by the Investment
Adviser or its affiliates propose to purchase or sell the same
security, the available opportunities will be allocated in a
manner the Investment Adviser believes to be equitable. In some
cases, this procedure may affect adversely the price paid or
received by the Fund or the size of the position purchased or
sold by the Fund. In other cases, coordination with transactions
for other accounts and the ability to participate in volume or
block transactions could benefit the Fund.
Portfolio
Turnover
The Funds portfolio turnover rates for the fiscal years
ended December 31, 2006, December 31, 2005 and
December 31, 2004 were 38.9%, 44.6% and 89.2%,
respectively. Portfolio turnover rate is calculated by dividing
the lesser of the Funds annual sales or purchases of
portfolio securities by the monthly average value of securities
in the portfolio during the year, excluding portfolio securities
the maturities of which at the time of acquisition were one year
or less. Portfolio turnover will not be a limiting factor in
making investment decisions, and the Funds investment
policies may result in portfolio turnover substantially greater
than that of other investment companies. A high rate of
portfolio turnover (over 100%) involves greater brokerage
commission expense, which must be borne by the Fund and its
shareholders. A high rate of portfolio turnover may also result
in the realization of capital gains, and to the extent that
portfolio turnover results in the realization of net short-term
capital gains, such gains, when distributed, would be taxed to
shareholders at ordinary income tax rates.
NET ASSET
VALUE
The net asset value of the Funds shares will be determined
by the Administrator as of the close of regular trading on the
NYSE, on each day the NYSE is open for trading, by dividing the
Funds total assets, less the Funds total
liabilities, by the total number of Shares outstanding. Net
asset value will be published weekly in a financial newspaper of
general circulation.
Portfolio securities (including stock options) which are traded
only on stock exchanges will be valued at the last sale price.
Securities traded in the
over-the-counter
market which are National Market Systems securities will be
valued at the last sale price. Other
over-the-counter
securities will be valued on the basis of the mean between the
current bid and asked prices obtained from market makers in such
securities. Debt securities that mature in 60 days or less
will be valued at amortized cost, unless the Board of Directors
determines that such valuation does not constitute fair value.
Debt securities that have an original maturity of less than
61 days will be valued at their cost, plus or minus
amortized discount or premium, unless the Board of Directors
determines that such valuation does not constitute fair value.
Futures and options thereon which are traded on commodities
exchanges will be valued at their closing settlement price on
such exchange. Securities and assets for which market quotations
are not readily available, and other assets, if any, will be
valued at fair value as determined in good faith and pursuant to
procedures established by the Board of Directors of the Fund.
The outstanding shares of Common Stock are, and the Shares will
be, listed on the New York Stock Exchange, Inc. The Funds
Shares of Common Stock have traded in the market above, at and
below net asset value since the commencement of the Funds
operations in October 1986. The Funds Officers cannot
predict whether the Funds Common Stock will trade in the
future at a premium or a discount to net asset value, and if so,
the level of such premium or discount.
TAXATION
The following is a summary of the principal U.S. Federal
income, and certain state and local, tax considerations
regarding the purchase, ownership and disposition of shares of
the Fund. The summary does not address special tax rules
applicable to certain classes of investors, such as tax-exempt
entities, insurance companies and financial institutions. Each
prospective shareholder is urged to consult his or her own tax
adviser with respect to the specific Federal, state, local and
foreign tax consequences of investing in the Fund. The summary
is based on the laws in effect on the date of this SAI, which
are subject to change.
21
General
The Fund has elected to be treated, has qualified and intends to
continue to qualify for each taxable year, as a regulated
investment company under Subchapter M of the Internal Revenue
Code of 1986, as amended (the Code). To so qualify,
the Fund must comply with certain requirements of the Code
relating to, among other things, the source of its income and
the diversification of its assets.
If the Fund complies with such requirements, then in any taxable
year for which the Fund distributes, in accordance with the
Codes timing requirements, ordinary income dividends of at
least 90% of its investment company taxable income, the Fund
(but not its shareholders) will be relieved of Federal income
tax on any income of the Fund, including capital gains, that is
distributed to shareholders in accordance with the Codes
requirements. However, if the Fund retains any investment
company taxable income or net capital gain, it will be subject
to a tax at regular corporate rates on the amount retained. If
the Fund retains any net capital gain, the Fund may designate
the retained amount as undistributed capital gains in a notice
to its shareholders who, if subject to U.S. Federal income
tax on capital gains, (i) will be required to include in
income for Federal income tax purposes, as capital gain, their
shares of such undistributed amount, and (ii) will be
entitled to credit their proportionate shares of the tax paid by
the Fund against their U.S. Federal income tax liabilities,
if any, and to claim refunds to the extent the credit exceeds
such liabilities. For U.S. Federal income tax purposes, the
tax basis of shares owned by a shareholder of the Fund will be
increased by an amount equal under current law to 65% of the
amount of undistributed net capital gain included in the
shareholders gross income.
In order to avoid a 4% Federal excise tax, the Fund must
distribute (or be deemed to have distributed) by
December 31 of each calendar year at least 98% of its
taxable ordinary income for such year, at least 98% of the
excess of its capital gains over its capital losses, and all
taxable ordinary income and the excess of capital gains over
capital losses for the previous year that were not distributed
for such year and on which the Fund did not pay Federal income
tax. The Fund intends to distribute at least annually to its
shareholders all or substantially all of its investment company
taxable income and its net capital gain, but reserves the right
to retain and designate as described in the above paragraph, its
net capital gain.
The Funds investments, if any, in securities issued at a
discount or providing for deferred interest payments or payments
of interest in kind will generally cause the Fund to realize
income prior to the receipt of cash payments with respect to
these securities. Mark to market rules applicable to certain
options and futures contracts may also require that net gains be
recognized without a concurrent receipt of cash. In order to
obtain cash to distribute its income or gains, maintain its
qualification as a regulated investment company and avoid
Federal income or excise taxes, the Fund may be required to
liquidate portfolio securities that it might otherwise have
continued to hold.
Taxable
U.S. Shareholders Distributions
For U.S. Federal income tax purposes, distributions by the
Fund, whether reinvested in additional shares or paid in cash,
generally will be taxable to shareholders who are subject to tax.
Distributions from the Funds investment company taxable
income will be taxable as ordinary income, and generally cannot
be offset by capital losses. For non-corporate shareholders,
certain of the Funds ordinary income distributions
received (or deemed received) in taxable years through and
including 2010 may qualify for the 15% Federal income tax rate
applicable to qualified dividend income. For
corporate shareholders, certain of the Funds ordinary
income distributions may qualify for the dividends received
deduction. (However, the entire dividend, including the deducted
amount, is includable in determining a corporate
shareholders alternative minimum taxable income.) So long
as the Fund qualifies as a regulated investment company and
satisfies the 90% distribution requirement, capital gain
dividends if properly designated as such in a written notice to
shareholders mailed not later than 60 days after the
Funds taxable year closes, will be taxed to shareholders
as capital gain which, as to non-corporate shareholders, will be
taxable at a maximum marginal Federal income tax rate of 15%,
regardless of how long the shareholder has held his or her Fund
shares. Distributions, if any, that are in excess of the
Funds current and accumulated earnings and profits, as
computed for Federal income tax purposes, will first reduce a
shareholders tax basis in his or her shares and, after
such basis is reduced to zero, will constitute capital gains to
a shareholder who holds his or her shares as capital assets.
22
All distributions, whether received in shares or in cash, as
well as sales and exchanges of Fund shares, must be reported by
each shareholder who is required to file a U.S. Federal
income tax return. For Federal income tax purposes, dividends
declared by the Fund in October, November or December and paid
during January of the following year are treated as if they were
paid by the Fund and received by such shareholders on
December 31 of the year declared. In addition, certain
other distributions made after the close of a taxable year may
be spilled back and treated as paid by the Fund
(other than for purposes of avoiding the 4% excise tax) during
such year. Such dividends would be taxable to the shareholders
in the taxable year in which the distribution was actually made
by the Fund.
The Fund will send written notices to shareholders regarding the
amount and Federal income tax status of all distributions made
during each calendar year.
With respect to distributions paid in cash or, for shareholders
participating in the Distribution Reinvestment and Cash Purchase
Plan (the Plan), reinvested in shares purchased in
the open market, the amount of the distribution for tax purposes
is the amount of cash distributed or allocated to the
shareholder. With respect to distributions issued in shares of
the Fund, the amount of the distribution for tax purposes is the
fair market value of the issued shares on the payment date.
Distributions by the Fund result in a reduction in the net asset
value of the Funds shares and may also reduce their market
value. Should a distribution reduce the net asset value or
market value below a shareholders cost basis, such
distribution (to the extent paid from the Funds current or
accumulated earnings and profits) would nevertheless be taxable
to the shareholder as ordinary income or capital gain as
described above even though, from an investment standpoint, it
may constitute a partial return of capital. In particular,
investors should be careful to consider the tax implications of
buying shares just prior to a distribution. Since the market
price of shares purchased at that time may include the amount of
any forthcoming distribution, investors purchasing shares just
prior to a distribution will in effect receive a return of a
portion of their investment in the form of a distribution which
nevertheless will be taxable to them.
Taxable
U.S. Shareholders Sale of Shares
When a shareholders shares are sold, exchanged or
otherwise disposed of, the shareholder will generally recognize
gain or loss equal to the difference between the
shareholders adjusted tax basis in the shares and the
cash, or fair market value of any property, received. Assuming
the shareholder holds the shares as a capital asset at the time
of such sale or other disposition, such gain or loss should be
capital gain or loss which will be long-term if the shares were
held for more than one year, and short-term if the shares are
held for one year or less. However, any loss realized on the
sale, exchange or other disposition of Fund shares with a tax
holding period of six months or less will be treated as a
long-term capital loss to the extent of any capital gain
dividend received by the selling shareholder with respect to
such shares. Additionally, any loss realized on a sale or other
disposition of shares of the Fund may be disallowed under
wash sale rules to the extent the shares disposed of
are replaced with other shares of the Fund within a period of
61 days beginning 30 days before and ending
30 days after the shares are disposed of, such as pursuant
to a distribution reinvestment in shares of the Fund under the
Plan. If disallowed, the loss will be reflected in an adjustment
to the basis of the shares acquired.
Backup
Withholding
The Fund will be required to report to the Internal Revenue
Service all distributions, as well as gross proceeds from the
sale or exchange of Fund shares with respect to which the Fund
is a payor (such as pursuant to a tender offer), except in the
case of certain exempt recipients, i.e., corporations and
certain other investors to which distributions are exempt from
the information reporting provisions of the Code. Under the
backup withholding provisions of Code Section 3406 and
applicable Treasury regulations, all such reportable
distributions and proceeds may be subject to backup withholding
of Federal income tax at the rate of 28% in the case of
nonexempt shareholders who fail to furnish the Fund with their
correct taxpayer identification number and with certain required
certifications or if the Internal Revenue Service or a broker
notifies the Fund that the number furnished by the shareholder
is incorrect or that the shareholder is subject to backup
withholding as a result of failing to report interest or
dividend income. The Fund may refuse to accept any subscription
that does not contain any required
23
taxpayer identification number or certification that the number
provided is correct. If the backup withholding provisions are
applicable, any such distributions and proceeds, whether taken
in cash or reinvested in shares, will be reduced by the amounts
required to be withheld. Any amounts withheld would be credited
against a shareholders U.S. Federal income tax
liability. Investors should consult their tax advisers about the
applicability of the backup withholding provisions.
Non-U.S. Shareholders
Dividends paid to a shareholder who is not a U.S. person
(i.e., a nonresident alien individual, or a foreign corporation,
foreign partnership, foreign trust or foreign estate) ordinarily
are subject to U.S. withholding tax at the rate of 30% (or
a lower rate provided by an applicable tax treaty) unless the
dividends are effectively connected with a U.S. trade or
business of the shareholder, in which case the dividends are
subject to tax on a net income basis at the graduated rates
applicable to U.S. individuals or domestic corporations
and, in the case of a shareholder that is a foreign corporation,
may be subject to U.S. branch profit tax.
However, short-term capital gain dividends and
interest-related dividends paid by the Fund with
respect to the Funds 2006 and 2007 taxable years generally
will be exempt from 30% withholding. Short-term capital
gain dividends generally are limited to the excess (if
any) of the Funds net short-term capital gains over its
net long-term capital losses, and interest-related
dividends generally are limited to the Funds income
(less expenses) from interest paid by U.S. issuers and
interest paid on deposits with U.S. banks. Capital gain
distributions, including amounts retained by the Fund which are
designated as undistributed capital gains, to a
non-U.S. shareholder
will not be subject to U.S. income or withholding tax
unless the distributions are effectively connected with the
shareholders trade or business in the U.S. or, in the
case of a shareholder who is a nonresident alien individual, if
the shareholder is present in the U.S. for 183 days or
more during the taxable year and certain other conditions are
met.
Any gain realized by a shareholder who is not a U.S. person
upon a sale or other disposition of shares of the Fund will not
be subject to U.S. Federal income or withholding tax unless
the gain is effectively connected with the shareholders
trade or business in the U.S., or in the case of a shareholder
who is a nonresident alien individual, if the shareholder is
present in the U.S. for 183 days or more during the
taxable year and certain other conditions are met.
Non-U.S. persons
who fail to furnish the Fund with an IRS
Form W-8BEN
or acceptable substitute
Form W-8BEN
may be subject to backup withholding at the rate of 28% on
capital gain dividends and the proceeds of certain sales of
their shares with respect to which the Fund is a payor (such as
pursuant to a tender offer). Investors who are not
U.S. persons should consult their tax advisers about the
U.S. and
non-U.S. tax
consequences of ownership of shares of, and receipt of
distributions from, the Fund.
State and
Local Taxes
The Fund may be subject to state or local taxes in jurisdictions
in which the Fund may be deemed to be doing business. In
addition, in those states or localities which have income tax
laws, the treatment of the Fund and its shareholders under such
laws may differ from their treatment under Federal income tax
laws, and an investment in the Fund may have tax consequences
for shareholders different from those of a direct investment in
the Funds portfolio securities. Shareholders should
consult their own tax advisers concerning these matters.
INDEPENDENT
ACCOUNTANTS
PricewaterhouseCoopers LLP, 125 High Street, Boston,
Massachusetts 02110, serves as the independent registered public
accounting firm for the Fund. In addition to reporting annually
on the financial statements of the Fund, the Funds
accountants also review certain filings of the Fund with the
Commission.
24
PRINCIPAL
SHAREHOLDERS
There are no persons known to the Fund to be control persons of
the Fund, as such term is defined in Section 2(a)(9) of the
1940 Act. Except for the following, there is no person known to
the Fund to hold beneficially 5% or more of the outstanding
shares of the Fund. As of June 19, 2007, there were
73,555,557.85 outstanding shares of the Fund.
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Name and Address of Record Owner
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Amount of Record Ownership
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Percent of Class
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Cede & Co.
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60,130,923 shares
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81.75
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%
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55 Water Street
New York, New York 10004
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25
FINANCIAL
STATEMENTS
The audited financial statements and the notes thereto, together
with the report of PricewaterhouseCoopers LLP thereon, are
incorporated herein by reference to the Funds Annual
Report to Shareholders for the fiscal year ended
December 31, 2006. The Fund will furnish, without charge, a
copy of the foregoing documents upon written request to the
Funds Administrator, Phoenix Equity Planning Corporation,
One American Row, Hartford, CT 06102, Attention: Shareholders
Services.
F-1
PART C
OTHER
INFORMATION
Item 25. Financial
Statements and Exhibits
(1) Financial Statements: The following
financial statements and schedules of the Registrant included in
the Prospectus
and/or SAI
are filed with and made a part of this Registration Statement:
Statement of Assets and Liabilities, December 31, 2006;
Statement of Operations for the fiscal year ended
December 31, 2006; Statement of Changes in Net Assets for
the fiscal years ended December 31, 2006 and 2005; Schedule
of Investments and Securities Sold Short, December 31,
2006; Notes to Financial Statements at December 31, 2006;
Financial Highlights for the five fiscal years ended
December 31, 2006; all other schedules are omitted because
the information is included elsewhere in the Prospectus or SAI
or is not required.
(2) Exhibits
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(a)(1)
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Amended and Restated Articles of
Incorporation. (Incorporated by reference to Exhibit (1) of
the Registrants Amendment No. 11 to the
Registrants Registration Statement (Filed on
August 12, 1991, Securities Act File
No. 33-40594;
Investment Company Act File No. 811-4739) (Amendment
No. 11).)
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(a)(2)
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Articles Supplementary.**
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(a)(3)
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Articles of Amendment.**
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(b)
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Amended and Restated By-Laws.
(Incorporated by reference to Exhibit 99.77Q1 OTHR EXHB to the
Registrants N-SAR-A for the period ending June 30,
2004.)
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(c)
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Not applicable.
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(d)(1)
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Form of Subscription Certificate.*
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(d)(2)
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Form of Notice of Guaranteed
Delivery.*
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(e)
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Distribution Reinvestment and Cash
Purchase Plan.**
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(f)
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Not applicable.
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(g)(1)
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Investment Advisory Agreement with
Zweig Advisors Inc. dated March 1, 1999. (Incorporated by
reference to Exhibit A to the Registrants Proxy
Statement dated January 19, 1999.)
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(g)(2)
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Amended and Restated Servicing
Agreement by and among Phoenix/Zweig Advisers LLC and Zweig
Consulting LLC dated March 2, 2004. (Incorporated by
reference to Exhibit 99.77Q2 to the Registrants
N-SAR-A for the period ending June 30, 2004.)
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(g)(3)
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Letter Agreement, dated
February 2, 2007, between Phoenix/Zweig Advisers LLC and
Zweig Consulting LLC.**
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(h)
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Not applicable.
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(i)
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Not applicable.
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(j)
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Custodian Contract with State
Street Bank and Trust Company dated as of May 1, 1997.**
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(k)(1)
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Administration Agreement with
Zweig/Glaser Advisers dated as of March 1, 1999.
(Incorporated by reference to Exhibit (k)(1) of Amendment
No. 16 to the Registrants Registration Statement
(Securities Act File No.
333-84884;
Investment Company Act File No. 811-4739) (Amendment
No. 16).)
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(k)(2)
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Assignment of Administration
Agreement by Zweig/Glaser Advisers to Phoenix Equity Planning
Corporation effective as of October 31, 1999. (Incorporated
by reference to Exhibit (k)(2) of Amendment No. 16.)
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(k)(3)
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Letter Agreement, dated
March 1, 2006, between Registrant and Phoenix Equity
Planning Corporation with respect to the Administration
Agreement.**
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(k)(4)
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Stock Transfer Agent Service
Agreement with State Street Bank & Trust Company dated
as of September 1, 1997. (Incorporated by reference to
Exhibit (k)(3) of Amendment No. 13 to the
Registrants Registration Statement (Securities Act File
No. 333-46955;
Investment Company Act File No. 811-4739).)
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(k)(5)
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Assignment of Stock Transfer Agent
Service Agreement by State Street Bank & Trust Company
to EquiServe Trust Co., N.A. (Incorporated by reference to
Exhibit (k)(4) of Amendment No. 17 to the
Registrants Registration Statement (Securities Act File
No. 333-84884;
Investment Company Act File No. 811-4739.)
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(k)(6)
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Form of Subscription Agent
Agreement between the Registrant and Computershare Trust
Company, N.A.*
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(k)(7)
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Form of Information Agent
Agreement between the Registrant and Georgeson, Inc.*
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(l)
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Opinion and Consent of Katten
Muchin Rosenman LLP.*
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(m)
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Not applicable.
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(n)
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Consent of PricewaterhouseCoopers
LLP.*
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(o)
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Not applicable.
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(p)
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Not applicable.
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(q)
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Not applicable.
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(r)(1)
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Code of Ethics of the Registrant.**
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(r)(2)
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Code of Ethics of Phoenix/Zweig
Advisers LLC.**
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(r)(3)
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Code of Ethics of Zweig Consulting
LLC.**
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Other Exhibits: Powers of Attorney for
George R. Aylward, Charles H. Brunie, Wendy Luscombe, Alden C.
Olson, James B. Rogers, Jr. and R. Keith Walton.**
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* |
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Filed herewith |
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** |
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Previously filed as an exhibit to Registrants Registration
Statement on
Form N-2
(File No. 333-142943) as filed with the Securities and
Exchange Commission on May 14, 2007. |
Item 26. Marketing
Arrangements
Not applicable.
Item 27. Other
Expenses of Issuance and Distribution
The following table sets forth the estimated expenses expected
to be incurred in connection with the offering described in this
Registration Statement:
|
|
|
|
|
|
|
Estimated
|
|
Category
|
|
Expenses*
|
|
|
Legal Fees
|
|
$
|
230,000
|
|
Transfer Agent/Subscription Agent
|
|
$
|
127,000
|
|
Postage Fees
|
|
$
|
125,000
|
|
Listing & Registration
Fees
|
|
$
|
100,000
|
|
Printing Fees
|
|
$
|
58,000
|
|
Audit Fees
|
|
$
|
5,000
|
|
|
|
|
* |
|
This information will be given by amendment, and may be subject
to future contingencies. |
Item 28. Persons
Controlled by or Under Common Control with
Registrant
None.
Item 29. Number
of Holders of Securities as of June 19, 2007
|
|
|
|
|
|
|
Number of
|
|
Title of Class
|
|
Record Holders
|
|
|
Common Stock, par value
$0.10 per share
|
|
|
8,811
|
|
2
Item 30. Indemnification
Under Article VI, Sections 4 through 7, of the
Registrants Articles of Incorporation and Article V,
Section 1, of the Registrants By-Laws, any past or
present director or officer of the Registrant will be
indemnified, and will be advanced expenses, to the fullest
extent permitted by Maryland law, but not in violation of
Section 17(h) or 17(i) of the Investment Company Act of
1940, as amended.
As permitted by
Section 2-418(k)
of the Maryland General Corporation Law, Article V,
Section 6, of the Registrants By-Laws provides that
the Registrant shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Registrant or who, while a
director, officer, employee or agent of the Registrant, is or
was serving at the request of the Registrant as a director,
officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, enterprise or
employee benefit plan, against any liability asserted against
and incurred by him or her in any such capacity, or arising out
of his or her status as such, provided that, pursuant to the
By-Laws no insurance may be obtained by the Registrant for
liabilities against which it would not have the power to
indemnify him or her under the Article of the By-Laws regarding
indemnification or applicable law.
Item 31. Business
and Other Connections of Investment Adviser and
Sub-Adviser
For information regarding Dr. Martin E. Zweig, George R.
Aylward, Carlton Neel, David Dickerson, and Marc Baltuch see
Management Directors and Officers in the
SAI, which is incorporated herein by reference.
John H. Beers is the Vice President and Secretary of
Phoenix/Zweig Advisers, LLC since 2002. He also serves as Vice
President and Litigation and Governance Counsel, and Assistant
Secretary, of The Phoenix Companies, Inc. and its subsidiary
Phoenix Life Insurance Company. In addition he serves the
following subsidiaries of The Phoenix Companies, Inc. in the
capacities indicated: A.F.J.P. Prorenta, S.A. (Alternate
Director); AGL Life Assurance Company (Vice President and
Assistant Secretary); American Phoenix Life and Reassurance
Company (Vice President and Secretary); BOA Properties, Inc.
(Vice President and Secretary); DPCM Holding, Inc. (Vice
President and Secretary); Duff & Phelps Investment
Management Company (Vice President and Secretary);
Emprendimiento Compartido, S.A. (Alternate Director); Engemann
Asset Management (Vice President and Secretary); Euclid
Advisers, LLC (Vice President and Secretary); Pasadena Capital
Corporation (Vice President and Secretary); PFG Distribution
Company (Vice President and Assistant Secretary); PFG Holdings,
Inc. (Vice President and Assistant Secretary); Philadelphia
Financial Group, Inc. (Vice President and Assistant Secretary);
PHL Variable Insurance Company (Vice President and Secretary);
Phoenix Distribution Holding Company (Vice President and
Secretary); Phoenix Equity Planning Corporation (Vice President
and Secretary); Phoenix Founders, Inc. (Vice President and
Secretary); Phoenix Global Solutions, Inc. (Director/Vice
President and Secretary); Phoenix International Capital
Corporation (Vice President and Secretary); Phoenix Investment
Counsel, Inc. (Vice President and Clerk); Phoenix Investment
Management Company (Vice President and Secretary); Phoenix
Investment Partners, Ltd. (Vice President and Secretary);
Phoenix Life and Annuity Company (Vice President and Secretary);
Phoenix Life and Reassurance Company of New York (Vice President
and Secretary); Phoenix National Trust Holding Company
(Vice President and Secretary); Phoenix New England
Trust Holding Company (Vice President and Secretary);
Phoenix Realty Equity Investments, Inc. (Vice President and
Secretary); Phoenix Realty Investors, Inc. (Vice President and
Secretary); Phoenix Variable Advisors, Inc. (Vice President and
Secretary); PM Holdings, Inc. (Vice President and Secretary);
Practicare, Inc. (Vice President and Secretary); PXP
Institutional Markets Group, Ltd. (Vice President and
Secretary); PXP International, Ltd. (Director); PXP Securities
Corp. (Vice President and Secretary); Rutherford Financial
Corporation (Vice President and Secretary); Rutherford, Brown
& Catherwood, LLC (Vice President and Secretary); Seneca
Capital Management LLC (Vice President and Secretary); The
Phoenix Edge Series Fund (Assistant Secretary); Walnut
Asset Management, LLC (Vice President and Secretary); WS
Griffith Advisors, Inc. (Vice President and Secretary); and WS
Griffith Securities, Inc. (Vice President and Secretary).
Glenn H. Pease has been the Vice President and Treasurer of
Phoenix/Zweig Advisers, LLC since 2002. He is currently Vice
President, Finance, Phoenix Investment Partners, Ltd.; Vice
President, Finance, Phoenix Investment Counsel, Inc.; Vice
President, Finance PXP Institutional Markets Group, Ltd.; Vice
President, Chief Financial Officer and Treasurer, PXP Securities
Corp.; Vice President and Treasurer, Seneca Capital Management,
LLC; Vice
3
President, Finance and Treasurer, Duff & Phelps
Investment Management Co.; Vice President and Chief Financial
Officer, Engemann Asset Management; Vice President, Finance and
Treasurer, Rutherford Financial Corporation; Vice President,
Finance and Treasurer, Euclid Advisors, LLC; Vice President,
Finance and Treasurer, Phoenix Equity Planning Corporation, all
affiliates of the Investment Adviser.
Item 32. Location
of Accounts and Records
Corporate records of the Registrant and records relating to
the function of Phoenix/Zweig Advisers LLC as Investment Adviser
to the Registrant:
Phoenix/Zweig Advisers LLC
900 Third Avenue
New York, NY 10022
Records relating to its function as Administrator to the
Registrant:
Phoenix Equity Planning Corporation
One American Row
Hartford, CT 06102
Records relating to its function as the Registrants
Dividend Paying Agent, Distribution Reinvestment and Cash
Purchase Plan Agent, Transfer Agent and Registrar:
Computershare Trust Company, N.A.
P.O. Box 859208
Braintree, MA 02185
Records relating to its function as Custodian of the
Registrant:
State Street Bank and Trust Company
P.O. Box 5501
Boston, MA
02206-5501
Item 33. Management
Services
Not applicable.
Item 34. Undertakings
(a) Registrant undertakes to suspend offering of the shares
covered hereby until it amends its Prospectus contained herein
if (1) subsequent to the effective date of this
Registration Statement, its net asset value per share declines
more than ten percent from its net asset value per share as of
the effective date of this Registration Statement, or
(2) its net asset value per share increases to an amount
greater than its net proceeds as stated in the Prospectus
contained herein.
(b) Registrant undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in form of prospectus
filed by the Registrant pursuant to 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) The Registrant undertakes to send by first class mail
or other means designed to ensure equally prompt delivery,
within two business days of receipt of a written or oral
request, any Statement of Additional Information.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New
York and State of New York on the 28th day of June, 2007.
THE ZWEIG FUND, INC.
|
|
|
|
By:
|
/s/ George
R. Aylward
|
George R. Aylward
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated:
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ George
R. Aylward
George
R. Aylward
|
|
Director, Chairman of the
Board and President
|
|
June 28, 2007
|
|
|
|
|
|
/s/ Charles
H. Brunie
Charles
H. Brunie
|
|
Director
|
|
June 28, 2007
|
|
|
|
|
|
/s/ Wendy
Luscombe
Wendy
Luscombe
|
|
Director
|
|
June 28, 2007
|
|
|
|
|
|
/s/ Alden
C. Olson
Alden
C. Olson
|
|
Director
|
|
June 28, 2007
|
|
|
|
|
|
/s/ James
B.
Rogers, Jr.
James
B. Rogers, Jr.
|
|
Director
|
|
June 28, 2007
|
|
|
|
|
|
/s/ R.
Keith
Walton
R.
Keith Walton
|
|
Director
|
|
June 28, 2007
|
5
EXHIBIT INDEX
|
|
|
|
|
|
|
|
(a)(1)
|
|
|
|
|
Amended and Restated Articles of
Incorporation. (Incorporated by reference to Exhibit (1) of
the Registrants Amendment No. 11 to the
Registrants Registration Statement (Filed on
August 12, 1991, Securities Act File
No. 33-40594;
Investment Company Act File No. 811-4739) (Amendment
No. 11).)
|
|
(a)(2)
|
|
|
|
|
Articles Supplementary.**
|
|
(a)(3)
|
|
|
|
|
Articles of Amendment.**
|
|
(b)
|
|
|
|
|
Amended and Restated By-Laws.
(Incorporated by reference to Exhibit 99.77Q1 OTHR EXBH to the
Registrants N-SAR-A for the period ending June 30,
2004.)
|
|
(c)
|
|
|
|
|
Not applicable.
|
|
(d)(1)
|
|
|
|
|
Form of Subscription Certificate.*
|
|
(d)(2)
|
|
|
|
|
Form of Notice of Guaranteed
Delivery.*
|
|
(e)
|
|
|
|
|
Distribution Reinvestment and Cash
Purchase Plan.**
|
|
(f)
|
|
|
|
|
Not applicable.
|
|
(g)(1)
|
|
|
|
|
Investment Advisory Agreement with
Zweig Advisors Inc. dated March 1, 1999. (Incorporated by
reference to Exhibit A to the Registrants Proxy
Statement dated January 19, 1999.)
|
|
(g)(2)
|
|
|
|
|
Amended and Restated Servicing
Agreement by and among Phoenix/Zweig Advisers LLC and Zweig
Consulting LLC dated March 2, 2004. (Incorporated by
reference to Exhibit 99.77Q2 to the Registrants
N-SAR-A for the period ending June 30, 2004.)
|
|
(g)(3)
|
|
|
|
|
Letter Agreement, dated
February 2, 2007, between Phoenix/Zweig Advisers LLC and
Zweig Consulting LLC.**
|
|
(h)
|
|
|
|
|
Not applicable.
|
|
(i)
|
|
|
|
|
Not applicable.
|
|
(j)
|
|
|
|
|
Custodian Contract with State
Street Bank and Trust Company dated as of May 1, 1997.**
|
|
(k)(1)
|
|
|
|
|
Administration Agreement with
Zweig/Glaser Advisers dated as of March 1, 1999.
(Incorporated by reference to Exhibit (k)(1) of Amendment
No. 16 to the Registrants Registration Statement
(Securities Act File No.
333-84884;
Investment Company Act File No. 811-4739) (Amendment
No. 16).)
|
|
(k)(2)
|
|
|
|
|
Assignment of Administration
Agreement by Zweig/Glaser Advisers to Phoenix Equity Planning
Corporation effective as of October 31, 1999. (Incorporated
by reference to Exhibit (k)(2) of Amendment No. 16.)
|
|
(k)(3)
|
|
|
|
|
Letter Agreement, dated
March 1, 2006, between Registrant and Phoenix Equity
Planning Corporation with respect to the Administration
Agreement.**
|
|
(k)(4)
|
|
|
|
|
Stock Transfer Agent Service
Agreement with State Street Bank & Trust Company dated
as of September 1, 1997. (Incorporated by reference to
Exhibit (k)(3) of Amendment No. 13 to the
Registrants Registration Statement (Securities Act File
No. 333-46955;
Investment Company Act File No. 811-4739).)
|
|
(k)(5)
|
|
|
|
|
Assignment of Stock Transfer Agent
Service Agreement by State Street Bank & Trust Company
to EquiServe Trust Co., N.A. (Incorporated by reference to
Exhibit (k)(4) of Amendment No. 17 to the
Registrants Registration Statement (Securities Act File
No. 333-84884;
Investment Company Act File No. 811-4739.)
|
|
(k)(6)
|
|
|
|
|
Form of Subscription Agent
Agreement between the Registrant and Computershare Trust
Company, N.A.*
|
|
(k)(7)
|
|
|
|
|
Form of Information Agent
Agreement between the Registrant and Georgeson, Inc.*
|
|
(l)
|
|
|
|
|
Opinion and Consent of Katten
Muchin Rosenman LLP.*
|
|
(m)
|
|
|
|
|
Not applicable.
|
|
(n)
|
|
|
|
|
Consent of PricewaterhouseCoopers
LLP.*
|
|
(o)
|
|
|
|
|
Not applicable.
|
|
(p)
|
|
|
|
|
Not applicable.
|
|
(q)
|
|
|
|
|
Not applicable.
|
|
(r)(1)
|
|
|
|
|
Code of Ethics of the Registrant.**
|
|
(r)(2)
|
|
|
|
|
Code of Ethics of Phoenix/Zweig
Advisers LLC.**
|
|
(r)(3)
|
|
|
|
|
Code of Ethics of Zweig Consulting
LLC.**
|
Other Exhibits: Powers of Attorney for
George R. Aylward, Charles H. Brunie, Wendy Luscombe, Alden C.
Olson, James B. Rogers, Jr. and R. Keith Walton.**
|
|
|
* |
|
Filed herewith |
|
** |
|
Previously filed as an exhibit to Registrants Registration
Statement on
Form N-2
(File No. 333-142943) as filed with the Securities and
Exchange Commission on May 14, 2007 |