January 25, 2001 [PHOTO OF MARTIN E. ZWEIG, Ph.D] Dear Shareholder: The net asset value for The Zweig Fund, Inc. declined 5.1% for the year ended December 31, 2000, including $1.18 in reinvested distributions. During the same period, the Standard & Poor's 500 index dropped 9.2%, with dividends reinvested. In the fourth quarter of 2000 the net asset value of the Fund, including re- invested distributions, decreased 6.5%. During the same period, the S&P 500 Index fell 7.8%, including dividends. Keeping our portfolio consistent with our risk-averse style, the Fund's av- erage equity exposure for 2000 was approximately 66%. We did better than the market last year, which was fine, but we lost money, which is not fine. By being only two-thirds invested, we didn't go down as much as the market. That's what we are supposed to do in a declining market. Although we beat the market in the fourth quarter as well, we got nicked a bit because I became more bullish. The market still wasn't acting too well, but I kept increasing our exposure from 79% on September 30 to 90% at the year-end. I hope this move will pay off in the current year. For the 14 full years of operations, the Fund showed a total return on net asset value of 358.6% (11.5% on a compounded annualized basis), including reinvested distri-butions. Our average equity exposure for the 14 years was 60%. If a shareholder had invested $10,000 (1,000 shares) at the Fund's Initial Public Offering in October, 1986, these holdings, including distributions re- invested, would have appreciated to $40,594 (4,137 shares) as of December 31, 2000. DISTRIBUTION DECLARED On January 2, 2001 the Fund announced a distribution of $0.27 payable on January 10, 2001 to shareholders of record on December 29, 2000. Including the fourth-quarter payout, our total distribution to shareholders for tax purposes in 2000 was $1.15. This brings our total payout since the Fund's inception to $16.11. Of the $1.15 taxable in 2000, $0.29 is ordinary income and $0.86 is capital gains. MARKET OUTLOOK Last year was a dismal affair for the markets. The Nasdaq Composite/1/ plunged 39.3%, its worst year since its creation in 1971. The Dow Jones Indus- trial Average/2/ fell 4.7%, its poorest calendar year since 1981. The S&P 500 Index/3/ lost 9.2%, its weakest showing since 1977. It sure was a difficult year to make money. There were lots of reasons for the market's bleak performance. For one thing, the Federal Reserve was still tightening during the year. By mid year they had done the sixth of several tightenings that began in 1999. And, as I always say, "Don't fight the Fed." -------- /1/ The Nasdaq Composite measures technology-oriented stock total-return per- formance. /2/ The Dow Jones Industrial Average measures large-capitalization stock to- tal-return performance. /3/ The S&P 500 Index measures broad stock market total-return performance. The indices are unmanaged and not available for direct investment. Second, there was a bubble in the Internet stocks, especially in the "dot- com" companies. That bubble, which burst in March, had the effect of pulling down the Nasdaq Composite for the rest of the year. Because many of the larger Nasdaq stocks were also represented in the S&P 500, that helped to pull down that group. Even the Dow did not escape totally because it contained some technology stocks, such as Microsoft, Intel, IBM, and Hewlett-Packard that also appear in the other indices. I also think there was too much optimism early in the year, too much specu- lation in the market, and too much margin debt. To make matters worse, in Oc- tober there was a tremendous amount of mutual fund tax-selling. Many mutual funds have fiscal years that end October 31 for excise tax purposes. When they finally let up in November and December, it was the public's turn to sell for tax reasons. This tax-selling continued right up to the end of the year and it was something the markets could not overcome. Then there were the enormous number of margin calls in the final months of the year that kept putting more pressure on the markets, especially the Nasdaq. The Fed's unexpected half-point cut in the Federal funds rate on January 3, 2001 sparked a sensational one-day rally, but the market quickly fizzled and gave up most of its gains. The market was surprised because the Fed cut rates between meetings. The Fed was scheduled to meet at the end of January, and many people thought the Fed might wait until then to act. The Fed had already signaled a downward bias in December. But even those who thought the Fed might cut earlier did not think it would happen so soon. Also, it was a 50-basis- point reduction, not 25, as many had anticipated. That was more of a shock. It was a terrific day. The Nasdaq Composite was down 1.7% that morning and closed up 14.2%, about a 16% inter-day swing and the biggest up day percent- age-wise in the history of the Nasdaq. There was a record volume on the ex- changes. Part of the reason the market lost back a lot of ground is that such a buying panic takes out everybody who wants to buy, and there are no bids left under the market. Eventually prices came down but the lows held, at least as of this writing, and the markets have been rallying again recently. For the long term, it is bullish for the markets when the Fed changes course and cuts sharply. Initial cuts by the Fed are pretty potent. Going back to 1950, the Dow Jones Industrial Average has gone up 11% in the following six months and 19.8% in the year. That's far higher than the average gains the market achieved over such periods. I think we need more Fed cuts to get the next bull market rolling. We al- ready have excessive pessimism. A lot of people are sold out and there is a fair amount of cash on the sidelines. That's the liquidity we need to get the bull market going. It would also be helpful if inflation behaved. If inflation starts to creep up, there would be no more Fed cuts. The Fed is the catalyst, and I think we will see at least a few more cuts. A tax reduction could also help. There's a good chance we will get some tax relief, but I have no idea what form it will take and when Congress will get around to it. In the recent long bull market we saw investors rushing to buy on the dips, which helped the markets bounce back. There are still a number of people who buy on dips--the day-traders, for example. However, they have been overwhelmed by the sellers. The amounts of buying and selling are always equal. But the pressure that comes from one side is not so equal. The markets went down last year for many reasons that included worries about the economy and earnings. Companies have reported poor earnings and the market couldn't withstand that. I suspect that much of that has been discounted, and the market will begin to overlook weaker earnings provided the Fed keeps cutting. At this time of year you keep reading about the so-called January effect when small-cap 2 stocks outperform big caps. This tends to be true because small caps are gen- erally dominated by the public. As I mentioned previously, the public does a lot of tax-selling late in the year, and these stocks frequently get tax bounces. That knowledge doesn't do you much good if you are managing a big portfolio--all you can do is try to make a quick trade in small-cap stocks. Incidentally, some people believe January is a bellwether month that is pre- dictive of the market's behavior over the rest of the year. The record doesn't bear that out; it is just another stock market myth. The S&P 500 is currently trading at about 24 times the companies' per share earningscompared to an average of 16 since 1970. What's happened is that in recent years many rapidly growing technology and biotech stocks with no earn- ings or very low earnings were added to the listing. They have high price- /earnings ratios and have boosted the average ranking. But the median P/E ra- tio is a lot lower. There may be some stocks that are overvalued, but there are any number in the S&P that have normal or even below normal P/Es. It is the handful of the tech stocks that have distorted the true picture. Many economists warn that the risk of recession is high this year because consumer spending and business investments are down, with the rising interest rates and higher energy costs. Others say we are in a normal cyclical slow- down. I think it could go either way. There are two reasons why we might be facing a recession. One is that the purchasing managers' index dropped under 44. The last nine times that happened we had eight recessions plus a near miss in 1966 and 1977 when we had one down quarter. The other is that the four-week average of initial unemployment claims has risen by more than 100,000. The five times that happened, we had recessions. The flip side is that the sudden downturn late in the year was exacerbated by people absorbed with the election count. They were not very comfortable waiting for the final results. They were watching television and not shopping. Secondly, we had a very cold winter coupled with high energy prices that slowed the economy. Thirdly, I believe the consumer is liquid even though many say the consumer is tapped out. If you look at installment debt relative to liquid assets, such as cash equivalents and savings, the consumer still holds a lot of money. Our economy is very broadly diversified, much more so than it was years ago. It is much more service-oriented and it will be harder to get a recession go- ing. We are definitely in some sort of slowdown, but I don't know whether it will turn into a recession. I do believe that if the Fed keeps cutting, it would truncate a recession or perhaps head one off before it fully develops. Because the economy is slowing, dividends in the S&P 500 slipped 2.5% last year from the 1999 level. It was the first dip since 1991 and the largest de- cline since 1951. Including 2000, dividends have fallen in only six post-war years. With earnings eroding in late 2000 and early 2001, some companies have gotten into trouble and have had to pare their payouts. Others prefer to buy back their own stock rather than pay dividends. However, history has shown that when dividends are cut, it is not necessarily a bad time to buy stocks. The Initial Public Offering market, which seems to have returned to earth, was dominated early last year by technology and telecommunications. It now features new issues in health care, energy, and more traditional businesses. Wall Street will sell whatever it can sell. If energy or some value stock sells, they will offer it. I don't think anyone will come out with a "dot-com" stock and do well. The implications are that we are going to see a change in industry groups, a rotation. Since the stocks offered now might not be as sought after as those selling like hotcakes a year or so back, there may be fewer new issues. If that's true, it will be bullish for the market. We were choking on a heavy supply of new issues early last year, and it didn't help the 3 market at all. If you can keep down that supply, it drains less money out of the market. I would like to see the new-issue market cool for a while. Mergers and acquisitions started strong in 2000 but slowed considerably dur- ing the year. As far as the market is concerned, mergers where stock is ex- changed for stock have no impact because cash is not going in or out of the market. Cash takeovers are another matter. They reduce the supply of stock, which is very bullish for the market. There is no way to predict whether there will be more cash takeovers or not, but I would like to see more of them. Corporate profits for the first half of this year are expected to show their first decline since 1998, but this is not necessarily a negative for the mar- ket. The best market returns frequently occur in the middle of recessions. For example, earnings were down and the market soared in the recession periods of late 1970 and early 1971, late 1974 and the first half of 1975, the spring of 1980, 1982, most of 1991, and the latter part of 1998. Surprisingly, the mar- ket tends to do better when earnings are poor. Summing up, the chief market positive is that the Fed has finally gotten friendly to the markets. Second, tremendous pessimism has been built up on the sidelines, and that's a big plus. I would like to see the Fed cut at the mini- mum one more time. There are not too many negatives out there. I would not worry too much about sagging earnings or a soft economy as long as the Fed does the right thing and keeps cutting. In view of the above and my favorable indicators, I am reasonably bullish right now. We are at about 92% invested at this writing and may even go a bit higher if conditions warrant. PORTFOLIO COMPOSITION Although there were minor revisions in the percentages held, our leading in- dustry groups at the year-end were unchanged from the listing as of September 30. They included technology, financial services, health care, energy and telecommunications. Among the various groups, technology was lower because of declining market value, while financial services and health care, where we added to our posi- tions, showed relatively good market performance. Energy and telecommunica- tions were basically unchanged from the previous quarter. As of December 31, 2000, our leading individual issues included General Electric, Pfizer, Exxon Mobil, Merck, Citigroup, Wal-Mart, American Interna- tional Group, Tyco, Cisco, and Bristol Myers. New to the above group are Merck, Wal-Mart, and Bristol Myers, each of which benefited from increased purchases and good performance relative to the over- all market during the quarter. Of the stocks listed among our leading holdings on September 30, 2000, Sun Microsystems, EMC, and Microsoft declined in value. Sincerely, /s/ Martin E. Zweig, Ph.D. Martin E. Zweig, Ph.D. Chairman 4 THE ZWEIG FUND, INC. SCHEDULE OF INVESTMENTS December 31, 2000 Number of Value Shares (Note 3) --------- ------------ Common Stocks 85.57% Aerospace & Air Transport 1.41% AMR Corp............................................ 105,000 $ 4,114,687 Boeing Co........................................... 69,900 4,613,400 ------------ 8,728,087 ------------ Building & Forest Products 0.61% Cemex S.A. de CV, ADR............................... 70,000 1,264,375 Georgia-Pacific Group............................... 70,000 2,178,750 Louisiana-Pacific Corp.............................. 35,000 354,375 ------------ 3,797,500 ------------ Chemicals 1.08% Air Products & Chemicals, Inc....................... 70,000 2,870,000 Dow Chemical Co..................................... 105,000 3,845,625 ------------ 6,715,625 ------------ Commercial Services 0.58% Modis Professional Services, Inc.................... 174,900(a) 721,462 Omnicom Group, Inc.................................. 35,000 2,900,625 ------------ 3,622,087 ------------ Consumer Products 3.07% Coca-Cola Co........................................ 105,000 6,398,437 Kimberly-Clark Corp................................. 105,000 7,422,450 PepsiCo, Inc........................................ 105,000 5,204,062 ------------ 19,024,949 ------------ Electronics -- Electrical 3.70% Emerson Electric Co................................. 52,500 4,137,656 General Electric Co................................. 343,000 16,442,562 Solectron Corp...................................... 70,000(a) 2,373,000 ------------ 22,953,218 ------------ Engineering & Machinery 1.01% Ingersoll-Rand Co................................... 105,000 4,396,875 SPX Corp............................................ 17,500 1,893,281 ------------ 6,290,156 ------------ See notes to financial statements 5 Number of Value Shares (Note 3) --------- ------------ Financial Services 14.08% ACE Ltd............................................. 104,900 $ 4,451,694 Allstate Corp....................................... 141,800 6,177,162 American Express Co................................. 105,000 5,768,437 American International Group, Inc................... 105,000 10,349,062 Bank of America Corp................................ 105,000 4,816,875 Chase Manhattan Corp................................ 147,050 6,681,584 Citigroup, Inc...................................... 210,000 10,723,125 Fannie Mae.......................................... 35,000 3,036,250 Freddie Mac......................................... 115,500 7,955,062 Household International, Inc........................ 70,000 3,850,000 KeyCorp............................................. 70,000 1,960,000 Knight Trading Group, Inc........................... 105,000(a) 1,463,437 Lehman Brothers Holdings, Inc....................... 70,000 4,733,750 Marsh & McLennan Cos., Inc.......................... 35,000 4,095,000 Merrill Lynch & Co., Inc............................ 70,000 4,773,125 Washington Mutual, Inc.............................. 122,500 6,500,156 ------------ 87,334,719 ------------ Health Care 11.30% Amgen, Inc.......................................... 80,400(a) 5,140,575 Bristol-Myers Squibb Co............................. 132,800 9,818,900 Cardinal Health, Inc................................ 17,500 1,743,437 Eli Lilly & Co...................................... 52,500 4,885,781 Johnson & Johnson................................... 77,000 8,089,812 MedImmune, Inc...................................... 52,300(a) 2,494,056 Merck & Co., Inc.................................... 119,000 11,141,375 Pfizer, Inc......................................... 293,900 13,519,400 Schering-Plough Corp................................ 87,500 4,965,625 St. Jude Medical, Inc............................... 70,000 4,300,625 Wellpoint Health Networks, Inc...................... 35,000(a) 4,033,750 ------------ 70,133,336 ------------ Investment Companies 3.83% Asia Tigers Fund, Inc............................... 70,000 468,125 Emerging Markets Telecommunications Fund, Inc....... 54,074 439,351 Gabelli Global Multimedia Trust, Inc................ 105,000 1,082,812 INVESCO Global Health Sciences Fund, Inc............ 71,700 1,250,269 iShares S&P 500 Index Fund.......................... 140,000 18,390,312 Korea Fund, Inc..................................... 105,000 1,108,800 Morgan Stanley Dean Witter Emerging Markets Fund, Inc................................................ 119,600 1,046,500 ------------ 23,786,169 ------------ See notes to financial statements 6 Number of Value Shares (Note 3) --------- ------------ Manufacturing 1.66% Tyco International Ltd.............................. 185,500 $ 10,295,250 ------------ Media 4.13% Comcast Corp., Class A.............................. 142,200(a) 5,936,850 Grupo Televisa S.A., GDR............................ 70,000(a) 3,145,625 McGraw-Hill Cos., Inc. ............................. 52,500 3,077,812 New York Times Co., Class A......................... 71,800 2,876,488 News Corp. Ltd., ADR................................ 70,000 2,257,500 Viacom, Inc., Class B............................... 69,800(a) 3,263,150 Walt Disney Co. .................................... 175,000 5,064,063 ------------ 25,621,488 ------------ Metals 0.57% Alcoa, Inc. ........................................ 105,000 3,517,500 ------------ Oil & Oil Services 7.40% AES Corp. .......................................... 70,000(a) 3,876,250 Baker Hughes, Inc. ................................. 87,500 3,636,719 Chevron Corp. ...................................... 77,000 6,501,688 Enron Corp. ........................................ 104,900 8,719,813 EOG Resources, Inc.................................. 69,900 3,822,656 Exxon Mobil Corp. .................................. 129,400 11,249,713 Talisman Energy, Inc................................ 70,000(a) 2,594,375 USX-Marathon Group.................................. 122,500 3,399,375 Williams Cos., Inc.................................. 52,400 2,092,725 ------------ 45,893,314 ------------ Restaurants 0.30% Wendy's International, Inc.......................... 70,000 1,837,500 ------------ Retailing 6.06% Best Buy Co, Inc.................................... 70,000(a) 2,069,375 CVS Corp. .......................................... 70,000 4,195,625 Home Depot, Inc..................................... 140,200 6,405,388 Kroger Co........................................... 140,000 3,788,750 Lowe's Cos., Inc. .................................. 52,500 2,336,250 Target Corp. ....................................... 91,000 2,934,750 Wal-Mart Stores, Inc................................ 201,700 10,715,313 Walgreen Co......................................... 122,500 5,122,031 ------------ 37,567,482 ------------ See notes to financial statements 7 Number of Value Shares (Note 3) --------- ------------ Technology 13.94% America Online, Inc................................. 140,000(a) $ 4,872,000 Applied Materials, Inc.............................. 70,300(a) 2,684,581 Atmel Corp.......................................... 70,000(a) 813,750 Cisco Systems, Inc.................................. 262,800(a) 10,052,100 Citrix Systems, Inc................................. 35,000(a) 787,500 Compaq Computer Corp................................ 140,000 2,107,000 Corning, Inc........................................ 35,000 1,848,438 Cypress Semiconductor Corp.......................... 70,000(a) 1,378,125 Dell Computer Corp.................................. 106,000(a) 1,848,375 Electronic Data Systems Corp........................ 70,000 4,042,500 EMC Corp............................................ 111,500(a) 7,414,750 Intel Corp. ........................................ 281,800 8,471,613 Jabil Circuit, Inc.................................. 52,400(a) 1,329,650 JDS Uniphase Corp................................... 35,000(a) 1,459,063 Lucent Technologies, Inc............................ 140,200 1,892,700 Microchip Technology, Inc........................... 52,500(a) 1,151,719 Microsoft Corp...................................... 204,500(a) 8,870,188 Motorola, Inc....................................... 83,800 1,696,950 Network Appliance, Inc.............................. 35,000(a) 2,246,563 Oracle Corp......................................... 262,300(a) 7,623,094 QUALCOMM, Inc....................................... 70,000(a) 5,753,125 Sun Microsystems, Inc............................... 210,000(a) 5,853,750 Teradyne, Inc....................................... 35,000(a) 1,303,750 USinternetworking, Inc.............................. 70,050(a) 350,250 Yahoo!, Inc......................................... 21,200(a) 637,325 ------------ 86,488,859 ------------ Telecommunications 8.05% ADC Telecommunications, Inc......................... 105,000(a) 1,903,125 AT&T Corp........................................... 105,000 1,817,813 AT&T Wireless Group................................. 70,300(a) 1,217,069 BellSouth Corp...................................... 105,000 4,298,438 CenturyTel, Inc..................................... 104,900 3,750,175 General Motors Corp., Class H....................... 140,000 3,220,000 Nokia Corp., ADR.................................... 124,700 5,424,450 Nortel Networks Corp................................ 119,000 3,815,438 SBC Communications, Inc............................. 122,500 5,849,375 Tele Norte Leste Participacoes S.A., ADR............ 107,000 2,440,938 Telephone & Data Systems, Inc....................... 52,500 4,725,000 Tellabs, Inc........................................ 70,000(a) 3,955,000 Verizon Communications, Inc......................... 105,000 5,263,125 WorldCom, Inc....................................... 161,050(a) 2,264,766 ------------ 49,944,712 ------------ See notes to financial statements 8 Number of Value Shares (Note 3) ----------- ------------ Textile & Apparel Manufacturer 0.79% NIKE, Inc., Class B................................ 87,500 $ 4,883,594 ------------ Utilities -- Electric & Gas 2.00% Exelon Corp........................................ 105,000 7,372,050 FPL Group, Inc..................................... 70,000 5,022,500 ------------ 12,394,550 ------------ Total Common Stocks (Cost $544,970,319)......................................... 530,830,095 ------------ Unit Investment Trusts 4.44% S&P 500 Depositary Receipts (Cost $27,076,971)..... 210,000 27,549,375 ------------ Principal Amount ----------- Short-Term Investments 11.44% Ford Motor Credit Co., 6.53%, 1/04/01.............. $20,000,000 19,989,117 General Electric Capital Corp., 6.55%, 1/04/01..... 25,000,000 24,986,354 UBS Financial Corp., 6.50%, 1/02/01................ 1,000,000 999,819 USA Education, Inc., 6.60%, 1/05/01................ 25,000,000 24,981,667 ------------ Total Short-Term Investments (Cost $70,956,957).............. 70,956,957 ------------ Total Investments (Cost $643,004,247) -- 101.45%............. 629,336,427 Liabilities in excess of other assets -- (1.45%)............. (8,982,199) ------------ Net Assets -- 100.00%........................................ $620,354,228 ============ -------- (a) Non-income producing security. For Federal income tax purposes, the tax basis of investments owned at December 31, 2000 was $644,019,594 and net unrealized depreciation of investments consisted of: Gross unrealized appreciation................................. $ 58,046,300 Gross unrealized depreciation................................. (72,729,467) ------------ Net unrealized depreciation................................... $(14,683,167) ============ See notes to financial statements 9 THE ZWEIG FUND, INC. STATEMENT OF ASSETS AND LIABILITIES December 31, 2000 ASSETS Investments, at value (identified cost $643,004,247)............ $629,336,427 Cash............................................................ 452,428 Dividends receivable............................................ 590,352 Prepaid expenses................................................ 14,013 ------------ Total Assets.................................................. 630,393,220 ------------ LIABILITIES Payable for investment securities purchased..................... 9,290,904 Accrued advisory fees (Note 5).................................. 445,849 Accrued administration fees (Note 5)............................ 68,189 Other accrued expenses.......................................... 234,050 ------------ Total Liabilities............................................. 10,038,992 ------------ NET ASSETS........................................................ $620,354,228 ============ NET ASSET VALUE, PER SHARE ($620,354,228/60,135,623 shares outstanding -- Note 6).......... $ 10.32 ============ Net Assets consist of Capital paid-in................................................. $618,322,982 Undistributed net investment income............................. 477,795 Undistributed net realized gain on investments.................. 15,221,271 Net unrealized depreciation on investments...................... (13,667,820) ------------ $620,354,228 ============ See notes to financial statements 10 THE ZWEIG FUND, INC. STATEMENT OF OPERATIONS For the Year Ended December 31, 2000 Investment Income Income Interest..................................................... $ 14,837,528 Dividends (net of foreign withholding taxes of $12,084)...... 4,050,522 ------------- Total Income............................................... 18,888,050 ------------- Expenses Investment advisory fees (Note 5)............................ 5,774,100 Administrative fees (Note 5)................................. 883,098 Transfer agent fees.......................................... 384,596 Printing and postage expenses................................ 114,106 Custodian fees............................................... 90,326 Professional fees (Note 5)................................... 84,735 Directors' fees and expenses (Note 5)........................ 71,360 Miscellaneous................................................ 198,012 ------------- Total Expenses............................................. 7,600,333 ------------- Net Investment Income.................................... 11,287,717 ------------- Net Realized and Unrealized Gains (Losses) Net realized gain on investments............................... 56,826,038 Decrease in unrealized appreciation on investments............. (110,322,012) ------------- Net realized and unrealized loss on investments.............. (53,495,974) ------------- Net decrease in net assets resulting from operations......... $ (42,208,257) ============= See notes to financial statements 11 THE ZWEIG FUND, INC. STATEMENT OF CHANGES IN NET ASSETS For the Year Ended December 31 --------------------------- 2000 1999 ------------- ------------ Increase (Decrease) in Net Assets Operations Net investment income......................... $ 11,287,717 $ 11,938,706 Net realized gain on investments.............. 56,826,038 60,575,456 Increase (decrease) in unrealized appreciation of investments............................... (110,322,012) 9,048,663 ------------- ------------ Net increase (decrease) in net assets resulting from operations.................. (42,208,257) 81,562,825 ------------- ------------ Dividends and distributions to shareholders from Net investment income......................... (11,287,717) (11,381,848) Net realized gains on investments............. (58,346,061) (60,179,570) Distribution in excess of net investment income....................................... (1,326,274) -- ------------- ------------ Total dividends and distributions to shareholders............................... (70,960,052) (71,561,418) ------------- ------------ Net increase (decrease) in net assets......... (113,168,309) 10,001,407 Net Assets Beginning of year............................... 733,522,537 723,521,130 ------------- ------------ End of year (including undistributed net investment income of $477,795 and $2,962,281, respectively).................................. $ 620,354,228 $733,522,537 ============= ============ See notes to financial statements 12 THE ZWEIG FUND, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2000 NOTE 1 -- Acquisition On March 1, 1999, Phoenix Investment Partners, Ltd. ("Phoenix"), completed the acquisition of Zweig Advisors, Inc., the Fund's previous investment adviser (currently Phoenix/Zweig Advisers LLC (the "Adviser")), Zweig/Glaser Advisers the Fund's previous Administrator and Zweig Securities Corp. (currently PXP Securities Corp.), an affiliated broker-dealer registered under the Securities Exchange Act of 1934. In order to continue to have access to the advisory and consulting services of Dr. Martin E. Zweig and his associates, the Adviser entered into a sub- advisory servicing agreement with Zweig Consulting, LLC. As of October 31, 1999, Zweig/Glaser Advisers assigned the rights and obligations under the Administration Agreement dated March 1, 1999, between the Fund and Zweig/Glaser Advisers to Phoenix Equity Planning Corp. ("PEPCO") under the same terms as the previous Administration Agreement. Effective October 31, 1999, PEPCO sub-contracted the Fund's mutual fund accounting to The Bank of New York who also serves as the Fund's custodian. PEPCO is an affiliate of the Adviser and the Fund. NOTE 2 -- Organization The Zweig Fund, Inc. (the "Fund") is a closed-end, diversified management investment company registered under the Investment Company Act of 1940 (the "Act"). The Fund was incorporated under the laws of the State of Maryland on June 18, 1986. NOTE 3 -- Significant Accounting Policies The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principals generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. A. Portfolio Valuation Portfolio securities that are traded only on stock exchanges are valued at the last sale price. Securities traded in the over-the-counter market which are National Market System securities are valued at the last sale price. Other over-the-counter securities are valued at the most recently quoted bid price provided by the principal market makers. Portfolio securities which are traded both in the over-the-counter market and on a stock exchange are valued according to the broadest and most representative market, as determined by the Investment Adviser. Debt securities may be valued on the basis of prices provided by an independent pricing service, when such prices are believed by the Investment Adviser to reflect the fair market value of such securities. Short-term investments having a remaining maturity of 60 days or less when purchased are valued at amortized cost (which approximates market value). Futures contracts traded on commodities exchanges are valued at their closing settlement price on such 13 exchange. Securities for which market quotations are not readily available, (of which there were none at December 31, 2000) and other assets, if any, are valued at fair value as determined under procedures approved by the Board of Directors of the Fund. B. Security Transactions and Investment Income Security transactions are recorded on trade date. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. In November 2000, a revised AICPA Audit and Accounting Guide, Audits of Investment Companies, was issued, and is effective for fiscal years beginning after December 15, 2000. The revised guide will require the Fund to amortize premium and discount on all fixed income securities, and classify gains and losses on asset-backed securities presently included in realized gains and losses, as part of interest income. Upon initial adoption, the Fund will be required to adjust the cost of its fixed-income securities by the cumulative amount of amortization that would have been recognized had amortization been in effect from the purchase date of each holding. Adopting these accounting principles will not affect the Fund's net asset value, but will change the classification of certain amounts between interest income and unrealized gain/loss in the Statement of Operations. The Fund expects that the impact of the adoption of these principles will not be material to the financial statements. Realized gains and losses on sales of investments are determined on the identified cost basis for financial reporting and tax purposes. C. Futures Contracts Initial margin deposits made upon entering into futures contracts are recorded as assets. During the period the futures contract is open, changes in the value of the contract are recognized as unrealized gains or losses by marking the contract to market on a daily basis to reflect the market value of the contract at the end of each day's trading. Variation margin payments are made or received and recognized as assets or liabilities, depending upon whether unrealized gains or losses are incurred. When a futures contract is closed, the Fund realizes a gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund's basis in the contract. There are several risks in connection with the use of futures contracts as a hedging device. The change in value of futures contracts primarily corresponds with the value of their underlying instruments, which may not correlate with the change in value of the hedged investments. Therefore, anticipated gains may not result and anticipated losses may not be offset. In addition, as no secondary market exists for futures contracts, there is no assurance that there will be an active market at any particular time. D. Short Sales 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. To sell a security short, the Fund must borrow the security. The Fund's obligation to replace the security borrowed and sold short will be fully collateralized at all times by the proceeds from the short sale retained by the broker and by cash and securities deposited in a segregated account with the Fund's custodian. 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 the period, the Fund will realize a gain. Any realized gain will be decreased, and any incurred loss increased, by the amount of transaction costs. Dividends or interest the Fund pays 14 in connection with such short sales are recorded as expenses. 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 whereby 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. E. Federal Income Tax The Fund has elected to qualify and intends to remain qualified, as long as management's view is that it is in the best interests of the shareholders, as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended. The principal tax benefits of qualifying as a regulated investment company, as compared to an ordinary taxable corporation, are that a regulated investment company is not itself subject to Federal income tax on ordinary investment income and net capital gains that are currently distributed (or deemed distributed) to its shareholders and that the tax character of long-term capital gains recognized by a regulated investment company flows through to its shareholders who receive distributions of such gains. F. Dividends and Distributions to Shareholders Dividends and distributions to shareholders are recorded on the ex-dividend date. In the event that amounts distributed are in excess of accumulated net investment income and net realized gains on investments (as determined for financial statement purposes), such amounts would be reported as a distribution from paid-in capital during the fiscal year in which such a distribution is made. Income dividends and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States. These differences are primarily due to timing differences and differing characterization of distributions made by the Fund as a whole. During the year ended December 31, 2000, the Fund reclassified ($1,158,212) and $1,281,606 to undistributed net investment income and undistributed net realized gain on investments, respectively, from capital paid-in. NOTE 4 -- Portfolio Transactions During the year ended December 31, 2000, purchases and sales of investments, excluding short-term investments were: Common Stocks ------------ Purchases .................................................... $711,770,987 ============ Sales ........................................................ $526,672,548 ============ NOTE 5 -- Investment Advisory Fees and Other Transactions with Affiliates a) Investment Advisory Fee: The Investment Advisory Agreement (the "Agreement") between the Adviser and the Fund provides that, subject to the direction of the Board of Directors of the Fund and the applicable provisions of the Act, the Adviser is responsible for the actual management of the Fund's portfolio. The responsibility for making decisions to buy, sell or hold a particular investment rests with the Adviser, subject to review by the Board of Directors and the applicable provisions of the Act. For the services provided by the Adviser under the Agreement, the Fund pays the Adviser a monthly fee equal, on an annual basis, to 0.85% of the Fund's average daily net assets. During the year ended December 31, 2000, the Fund accrued advisory fees of $5,774,100. 15 b) Administration Fee: Phoenix Equity Planning Corp. serves as the Fund's Administrator pursuant to an Administration Agreement with the Fund. The Administrator generally assists in all aspects of the Fund's operations, other than providing investment advice, subject to the overall authority of the Fund's Board of Directors. The Administrator determines the Fund's net asset value daily, prepares such figures for publication on a weekly basis, maintains certain of the Fund's books and records that are not maintained by the Investment Adviser, custodian or transfer agent, assists in the preparation of financial information for the Fund's income tax returns, proxy statements, quarterly and annual shareholder reports, and responds to shareholder inquiries. Under the terms of the Agreement, the Fund pays the Administrator a monthly fee equal, on an annual basis, to 0.13% of the Fund's average daily net assets. During the year ended December 31, 2000, the Fund accrued administration fees of $883,098. c) Directors' Fee: The Fund pays each Director who is not an interested person of the Fund or the Adviser a fee of $10,000 per year plus $1,500 per Directors' or committee meeting attended, together with the out-of-pocket costs relating to attendance at such meetings. Any Director of the Fund who is an interested person of the Fund or the Adviser receives no remuneration from the Fund. d) Legal Fee: The Fund accrued legal fees of $16,715 during the year ended December 31, 2000, for the services of Rosenman & Colin LLP, of which Robert E. Smith, a former Director of the Fund, is counsel. e) Brokerage Commission: During the year ended December 31, 2000, the Fund paid PXP Securities Corp. brokerage commissions of $143,629 in connection with portfolio transactions effected through them. In addition, PXP Securities Corp. charged $111,706 in commissions for transactions effected on behalf of the participants in the Fund's Automatic Reinvestment and Cash Purchase Plan. NOTE 6 -- Capital Stock and Reinvestment Plan At December 31, 2000, the Fund had one class of common stock, par value $.10 per share, of which 100,000,000 shares are authorized and 60,135,623 shares are outstanding. Registered shareholders may elect to receive all distributions in cash paid by check mailed directly to the shareholder by EquiServe as dividend paying agent. Pursuant to the Automatic Reinvestment and Cash Purchase Plan (the "Plan") shareholders not making such election will have all such amounts automatically reinvested by EquiServe, as the Plan agent in whole or fractional shares of the Fund, as the case may be. For the years ended December 31, 2000 and December 31, 1999 there were no shares issued pursuant to the Plan. On December 11, 2000, the board of directors declared a distribution of the greater of 2.5% of its net value on December 29, 2000 or all available net investment income plus net short and long term gains. On January 2, 2001, the Fund announced a distribution of $0.27 per share to shareholders of record on December 29, 2000. This distribution has an ex- dividend date of January 4, 2001 and is payable on January 10, 2001. 16 NOTE 7 -- Financial Highlights Selected data for a share outstanding throughout each year: Year Ended December 31 ------------------------------------------------- 2000 1999 1998 1997 1996 -------- -------- -------- -------- -------- Per Share Data Net asset value, begining of year................... $ 12.20 $ 12.03 $ 12.63 $ 11.45 $ 11.06 -------- -------- -------- -------- -------- Income From Investment Operations Net investment income...... 0.20 0.20 0.23 0.35 0.34 Net realized and unrealized gains(losses)............. (0.90) 1.16 0.55 2.03 1.15 -------- -------- -------- -------- -------- Total from investment operations................ (0.70) 1.36 0.78 2.38 1.49 -------- -------- -------- -------- -------- Dividends and Distributions Dividends from net investment income......... (0.21) (0.19) (0.35) (0.31) (0.30) Distributions from net realized gains............ (0.97) (1.00) (0.87) (0.89) (0.80) -------- -------- -------- -------- -------- Total dividends and distributions............. (1.18) (1.19) (1.22) (1.20) (1.10) -------- -------- -------- -------- -------- Effect on net asset value as a result of rights offering*................. -- -- (0.16) -- -- -------- -------- -------- -------- -------- Net asset value, end of year..................... $ 10.32 $ 12.20 $ 12.03 $ 12.63 $ 11.45 ======== ======== ======== ======== ======== Market value, end of year**................... $ 9.81 $ 10.06 $ 10.81 $ 13.25 $ 10.88 ======== ======== ======== ======== ======== Total investment return***................. 9.45% 3.61% (8.68)% 34.76% 6.92% ======== ======== ======== ======== ======== Ratios/Supplemental Data Net assets, end of period (in thousands)............ $620,354 $733,523 $723,521 $666,366 $589,081 Ratio of expenses to average net assets........ 1.12% 1.12% 1.12% 1.16% 1.18% Ratio of net investment income to average net assets.................... 1.74% 1.68% 1.90% 2.88% 3.12% Portfolio turnover rate.... 114.8% 114.9% 68.7% 93.0% 137.2% -------- * Shares were sold at a 5% discount from the average market price. ** Closing Price -- New York Stock Exchange. *** Total investment return is calculated using market value assuming a purchase of common stock on the opening of the first business day and a sale on the closing of the last business day of each period reported. Dividends and distributions, if any, are assumed for the purposes of this calculation, to be reinvested at prices obtained under the Fund's Distribution 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 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. 17 Report of Independent Accountants To the Board of Directors and Shareholders of The Zweig Fund, Inc.: In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of The Zweig Fund, Inc. (the "Fund") at December 31, 2000, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "'financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2000 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers llp New York, New York February 15, 2001 TAX INFORMATION NOTICE (UNAUDITED) For the fiscal year ended December 31, 2000, the Fund distributed long- term capital gain dividends in the amount of $51,919,743. For federal income tax purposes, the percentage of the ordinary income dividends paid by the Fund for the dividend received deduction for corporate shareholders is 19.12%. 18 THE ZWEIG FUND, INC. YEAR END RESULTS Total Return on Net Asset Net Asset NYSE Premium Value Value Share Price (Discount) ------------ --------- ----------- ---------- Year ended 12/31/2000............. (5.1%) $10.32 $ 9.8125 (4.9%) Year ended 12/31/1999............. 12.9% 12.20 10.0625 (17.5%) Year ended 12/31/1998............. 6.6% 12.03 10.8125 (10.1%) Year ended 12/31/1997............. 22.0% 12.63 13.2500 4.9% Year ended 12/31/1996............. 14.5% 11.45 10.8750 (5.0%) Year ended 12/31/1995............. 18.3% 11.06 11.2500 1.7% Year ended 12/31/1994............. (2.7%) 10.33 10.3750 0.4% Year ended 12/31/1993............. 13.3% 11.68 13.7500 17.7% Year ended 12/31/1992............. 0.4% 11.36 13.0000 14.4% Year ended 12/31/1991............. 30.1% 12.40 13.7500 10.9% Year ended 12/31/1990............. 1.9% 10.48 11.0000 5.0% Year ended 12/31/1989............. 22.3% 11.43 12.3750 8.3% Year ended 12/31/1988............. 17.9% 10.35 10.3750 0.2% Year ended 12/31/1987............. 14.7% 9.73 9.0000 (7.5%) Inception 10/2/86-12/31/86........ (0.4%) 9.31 9.1250 (2.0%) -------------------------------------------------------------------------------- KEY INFORMATION 1-800-272-2700 Zweig Shareholder Relations: For general information and literature 1-800-272-2700 The Zweig Fund Hot Line: For updates on net asset value, share price, major industry groups and other key information REINVESTMENT PLAN Many of you have questions about our reinvestment plan. We urge shareholders who want to take advantage of this plan and whose shares are held in "Street Name," to consult your broker as soon as possible to determine if you must change registration into your own name to participate. ---------------- Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may from time to time purchase its shares of common stock in the open market when Fund shares are trading at a discount from their net asset value. 19 OFFICERS AND DIRECTORS Martin E. Zweig, Ph.D. Chairman of the Board and President Jeffrey Lazar Executive Vice President and Treasurer Nancy J. Engberg Secretary Christopher M. Capano Vice President Charles H. Brunie Director Elliot S. Jaffe Director Alden C. Olson, Ph.D. Director James B. Rogers, Jr. Director Investment Adviser Phoenix/Zweig Advisers LLC 900 Third Avenue New York, NY 10022 Fund Administrator Phoenix Equity Planning Corp. 56 Prospect St. PO Box 150480 Hartford, CT 06115-0480 Custodian The Bank of New York One Wall Street New York, NY 10286 Transfer Agent State Street Bank & Trust Co. c/o EquiServe PO Box 8040 Boston, MA 02266 Legal Counsel Rosenman & Colin LLP 575 Madison Avenue New York, NY 10022 Independent Accountants PricewaterhouseCoopers LLP 1177 Avenue of the Americas New York, NY 10036 -------------------------------------------------------------------------------- This report is transmitted to the shareholders of The Zweig Fund, Inc. for their information. This is not a prospectus, circular or representation in- tended for use in the purchase of shares of the Fund or any securities men- tioned in this report. PXP 1337 4902-ANN 12/00 Annual Report [LOGO OF ZWEIG] The Zweig Fund, Inc. December 31, 2000 [LOGO OF PHOENIX INVESTMENT PARTNERS]