SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549SCHEDULE 13D
(Rule 13d-101)INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)(Amendment No. )1
The Zweig Fund, Inc. (ZF)
(Name of Issuer)Common Stock
(Title of Class of Securities)989837205
(CUSIP Number)Daniel Lippincott, Senior Tax-Sensitive Manager
Karpus Management, Inc.,
d/b/a Karpus Investment Management
183 Sully's Trail
Pittsford, New York 14534
(585) 586-4680Adam W. Finerman, Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)December 21, 2015
(Date of Event which Requires Filing of this Statement)
CUSIP No.: 989834205
1. Names of Reporting Persons.Karpus Management, Inc., d/b/a Karpus Investment Management
2. Check the Appropriate Box if a Member of a Group*
(a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)N/A
6. Citizenship or Place of OrganizationNew York
Number of Shares Beneficially Owned by Each reporting Person With:
- 7. Sole Voting Power2,697,8008. Shared Voting Power-0-9. Sole Dispositive Power2,697,80010. Shared Dispositive Power-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person2,697,800
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)[ ]
13. Percent of Class Represented by Amount in Row (11)13.3%
14. Type of Reporting Person (See Instructions)IA
1. Names of Reporting Persons.George W. Karpus
2. Check the Appropriate Box if a Member of a Group*
(a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)N/A
6. Citizenship or Place of OrganizationUSA
Number of Shares Beneficially Owned by Each reporting Person With:
- 7. Sole Voting Power40,078*8. Shared Voting Power-0-9. Sole Dispositive Power40,078*10. Shared Dispositive Power-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person40,078*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)[ ]
13. Percent of Class Represented by Amount in Row (11)Less than 1%
14. Type of Reporting Person (See Instructions)IN
*See Items 2 and 5, below.
The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D").
Item 1. Security and Issuer.This statement relates to the Common Stock, par value $0.10 per share (the "Shares"), of The Zweig Fund, Inc., a Maryland corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 101 Munson Street, Greenfield, Massachusetts 01301-9683.Item 2. Identity and Background.(a) This statement is filed by:- (i) Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus"); and(ii) George W. Karpus, the President and CEO of Karpus. Mr. Karpus owns Shares individually and may be deemed the beneficial owner of Shares held by The Karpus Family Foundation, Inc., George W. Karpus IRA Rollover, Karpus Investment Management Profit Sharing Plan Fund C- Growth Common Stock Fund, and Karpus Investment Management Defined Benefit Plan (collectively, the "Karpus Entities").Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.Set forth on Schedule A annexed hereto ("Schedule A") is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of Karpus. To the best of the Reporting Persons' knowledge, except as otherwise set on Schedule A, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
- (a) As of the close of business on the date hereof, Karpus beneficially owned 2,697,800 Shares.
- Percentage: Approximately 13.3%
(b)
- 1. Sole power to vote or direct vote: 2,697,800
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,697,800
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Karpus during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
- (a) Mr. Karpus, beneficially owns 12,273 Shares. In addition, Mr. Karpus may be deemed to beneficially own the 27,805 Shares held in the Karpus Entities.
- Percentage: Less than 1%
(b)
- 1. Sole power to vote or direct vote: 40,078
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 40,078
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares on by the Karpus Entities during the past sixty days are set forth in Schedule B and are incorporated herein by reference.The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Karpus disclaims beneficial ownership of such Shares except to the extent of its pecuniary interest therein. Mr. Karpus disclaims beneficial ownership of the Shares held in the Karpus Entities except to the extent of his pecuniary interest therein.(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.(e) Not applicable.
- 99.1 Joint Filing Agreement by and among George W. Karpus and Karpus Management, Inc., dated December 29, 2015.99.2 Letter to the Board, dated December 21, 2015.
Karpus Management, Inc. By: /s/ __________________________ Name: Daniel Lippincott Title: Senior Tax-Sensitive Manager Date: December 29, 2015
/s/ _______________________________ George W. Karpus
d/b/a Karpus Investment Management
Name and Position | Present Principal Occupation | Business Address | Shares Owned |
---|---|---|---|
George W. Karpus | President, CEO, and Chairman of the Board | 183 Sully's Trail, Pittsford, New York 14534 | See Above |
Kathleen Finnerty Crane | Chief Financial Officer and Chief Compliance Officer | 183 Sully's Trail, Pittsford, New York 14534 | 100 Shares |
Dana R. Consler | Executive Vice President | 183 Sully's Trail, Pittsford, New York 14534 | 925 Shares |
Thomas M. Duffy | Vice President | 183 Sully's Trail, Pittsford, New York 14534 | None |
Sharon L. Thornton | Senior Director of Investments | 183 Sully's Trail, Pittsford, New York 14534 | None |
Daniel L. Lippincott | Sr. Tax-Sensitive Manager and Director of Investment Personnel | 183 Sully's Trail, Pittsford, New York 14534 | None |
Date | Shares | Price Per Share |
---|---|---|
10/22/2015 | 83,179 | 13.39 |
10/23/2015 | 100 | 13.53 |
10/26/2015 | 21,535 | 13.59 |
10/27/2015 | 7,985 | 13.46 |
10/28/2015 | 22,219 | 13.55 |
10/29/2015 | 37,289 | 13.59 |
10/30/2015 | 16,074 | 13.59 |
11/2/2015 | 9,933 | 13.60 |
11/3/2015 | 8,582 | 13.72 |
11/4/2015 | 6,976 | 13.68 |
11/5/2015 | 59,657 | 13.63 |
11/6/2015 | 15,201 | 13.54 |
11/9/2015 | 20,182 | 13.42 |
11/10/2015 | 17,271 | 13.40 |
11/11/2015 | 16,205 | 13.45 |
11/12/2015 | 33,135 | 13.27 |
11/13/2015 | 23,402 | 13.11 |
11/16/2015 | 3,451 | 13.20 |
11/17/2015 | 13,607 | 13.27 |
11/18/2015 | 10,625 | 13.36 |
11/19/2015 | 10,921 | 13.47 |
11/20/2015 | 9,213 | 13.54 |
11/23/2015 | 905 | 13.53 |
11/24/2015 | (1,430) | 13.49 |
11/25/2015 | 14,986 | 13.54 |
11/27/2015 | 4,680 | 13.51 |
11/30/2015 | 4,600 | 13.52 |
12/1/2015 | 7,287 | 13.59 |
12/2/2015 | 13,444 | 13.55 |
12/3/2015 | 10,647 | 13.48 |
12/4/2015 | 26,375 | 13.49 |
12/7/2015 | 19,005 | 13.42 |
12/8/2015 | 10,123 | 13.32 |
12/9/2015 | 11,938 | 13.30 |
12/14/2015 | (700) | 12.92 |
Date | Shares | Price Per Share |
---|---|---|
10/22/2015 | 950 | 13.4 |
11/5/2015 | 5,055 | 13.62 |
11/9/2015 | 950 | 13.41 |
Karpus Management, Inc. By: /s/ __________________________ Name: Daniel Lippincott Title: Senior Tax-Sensitive Manager
/s/ _______________________________ George W. Karpus
VIA FEDERAL EXPRESS December 21, 2015 William Renahan, Esq., Secretary The Zweig Fund, Inc. 101 Munson Street Greenfield, Massachusetts 01301-9683 RE: The Zweig Fund, Inc. ("ZF" or the "Fund")
Mr. Renahan,
This letter shall serve as notice to the The Zweig Fund, Inc. ("ZF" or the "Fund"), as to Karpus Management, Inc.'s ("Karpus") timely submittal of a shareholder proposal pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 for presentation to ZF shareholders at the Fund's next annual shareholders' meeting anticipated to be held in June 2016, or any postponement or adjournment thereof (the "Meeting").
Karpus' non-binding 14a-8 shareholder proposal (the "Proposal") is as follows:
BE IT RESOLVED, the shareholders of The Zweig Fund, Inc. ("ZF" or the "Fund") request the Board of Directors promptly consider authorizing a self-tender offer for all outstanding common shares of the Fund at or close to net asset value ("NAV"). If more than 50% of the Fund's outstanding common shares are tendered, the tender offer should be cancelled and the Board should take the steps necessary to liquidate, merge, or convert the Fund to an open-end mutual fund.
A Fund's NAV is the total value of a fund's assets minus its liabilities. When compared to an index (such as the S&P 500 for ZF), it provides investors and Boards with a way to examine whether an Adviser is meeting or exceeding benchmark returns.
Based on data provided by the Fund on their most recent fact sheet, as of September 30, 2015, ZF's net asset value performance has underperformed across each time period by a substantial amount. As the Fund's own data shows, on average ZF has underperformed by 3.15% per year since the Fund's inception.
QTD | YTD | 1 Yr. | 3 Yrs. | 5 Yrs. | 10 Yrs. | Since Inception (10/02/1986) | |
---|---|---|---|---|---|---|---|
NAV | -10.85% | -11.26% | -7.08% | 8.49% | 9.37% | 5.76% | 6.88% |
S&P 500 Index | -6.44% | -5.29% | -0.61% | 12.40% | 13.34% | 6.80% | 10.03% |
Underperformance | -4.41% | -5.97% | -6.47% | -3.91% | -3.97% | -1.04% | -3.15% |
When funds underperform, investors require: (1) a thoughtful and thorough explanation of management's recent decisions, and (2) the Board's plan going forward. Neither of these proactive steps have been offered by the Board, which is why we believe the Fund's underperformance has also led to perpetually wide discounts. Although the Board has repurchased shares, doing so has not meaningfully impacted the Fund's discount or significantly added to shareholder value.
The Fund's excessive discount level indicates that the market has lost faith in the Adviser's ability to significantly add to shareholder value. Compounding the problem, the Board has done little to address the Adviser's poor performance. These are just a couple of reasons why we believe our proposal should be implemented. If put in place and a majority of outstanding shares are tendered, this would indicate that shareholders do not support the Fund continuing in its closed-end fund format.
The Fund and Board are likely to come up with a litany of arguments against our Proposal but the simple fact of the matter is that the Board has not been able to effectively manage the Fund's discount, nor have they taken action to address Zweig Advisers LLC's perpetual underperformance.
Please vote FOR Karpus' Proposal and tell ZF's Board that you want it to take more effective action to narrow the Fund's discount.
As is required by Rule 14a-8, attached as Exhibits 1 and 2 are letters from U. S. Bank N.A. and the "record" holder of the referenced shares, verifying that the referenced shares were continuously and beneficially owned, and had a market value of $2,000 or more, for at least a one year period prior to the date of the submittal of the above Proposal. Karpus intends to hold the shares referenced through the date of the Meeting.
Please advise us immediately if this notice is deficient in any way or if any additional information is required so that Karpus may promptly provide it in order to cure any deficiency.
Sincerely,
Brett D. Gardner
Senior Corporate Governance Analyst
U.S. Bank N.A. Letter
Cede & Co. Letter