UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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¨ | Preliminary Proxy Statement | |||
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¨ | Soliciting Material Pursuant to §240.14a-12 | |||
The Zweig Fund, Inc. | ||||
(Name of Registrant as Specified In Its Charter) | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
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- ELECT DIRECTORS:
- With respect to both ZF and ZTR, to elect two Directors to serve until the Annual Meeting of Shareholders in 2017, or until their successors are duly elected and qualified ("Proposal 1").
- OTHER BUSINESS:
- In the discretion of the proxies with respect to such other business as may properly come before the Meeting.
| Hartford, Connecticut April 8, 2014 | | | By Order of the Board of Directors of The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc. GEORGE R. AYLWARD, Chairman of the Board and President | | | | |
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| IMPORTANT:Shareholders are cordially invited to attend the Meeting. In order to avoid delay and additional expense, and to assure that your shares are represented, please vote as promptly as possible, even if you plan to attend the Meeting. Please refer to the website and telephone number indicated on your proxy card for instructions on how to cast your vote. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote by mail, please complete, sign, date, and mail the enclosed proxy card. No postage is required if you use the accompanying envelope to mail the proxy card in the United States. The proxy is revocable and will not affect your right to vote in person if you attend the Meeting and elect to vote in person. | |
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The Zweig Total Return Fund, Inc.
101 Munson Street, Greenfield, MA 01301-9683
JOINT ANNUAL MEETING OF SHAREHOLDERS
MAY 13, 2014
ELECTION OF DIRECTORS
| Name, Address and Birth Year | | | Position(s) Held with Fund | | | Term of Office and Length Time Served | | | Principal Occupations During Past Five Years | | | Number of Portfolios in Fund Complex Overseen by Director* | | | Other Directorships Held by Director | |
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| Independent Directors and Nominees | | |||||||||||||||
| R. Keith Walton YOB: 1964 | | | Lead Independent Director and Member of Audit and Nominating Committees | | | Term: Nominee to Serve Until 2017; Served since 2004 | | | Vice President, Strategy, Arizona State University (2013-Present); Vice President, Global Government & Affairs, Alcoa (2010- 2013); Counsel, Nelson Mullin, Riley (2010); Senior Managing Director, BSE Management LLC (2010); Principal and Chief Administrative Officer, Global Infrastructure Partners (2006-2010) | | | 2 | | | Director, Blue Crest Capital Management, LLC Funds (since 2006) | |
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| Brian T. Zino YOB: 1952 | | | Nominee for Director** | | | Term: Nominee to Serve Until 2017; Has not previously served | | | President (1994-2008), J. & W Seligman Co. Incorporated (1982-2008) | | | 0 | | | Trustee (since 2011), Bentley University; Director (1998-2009), ICI Mutual Insurance Company | |
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| Charles H. Brunie, YOB:1930 | | | Director and Member of Audit and Nominating Committees | | | Term: Until 2015; Served since: 1998 | | | Chairman, Brunie Associates (investments) (since April 2001) | | | 2 | | | None | |
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| James B. Rogers, Jr., YOB: 1942 | | | Director, Member of Audit Committee, and Chairman of the Nominating Committee | | | Term: Until 2015; Served since: 1986 (ZF) and 1988 (ZTR) | | | Private investor (since 1980) | | | 2 | | | Director, Geo Energy Resources, Limited (since 2012); Director, Genagro Services, Ltd. (since 2011); Chairman, Beeland Interests (Media and Investments) (since 1980) | |
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| William H. Wright II YOB: 1960 | | | Director, Chairman of Audit Committee, and Member of Nominating Committee | | | Term: Until 2016; Served since: 2013 | | | Managing Director, Morgan Stanley (1982-2010) | | | 2 | | | None | |
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| Interested Director | | | | | | | | | | | | | | | | |
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| George R. Aylward*** 100 Pearl Street, Hartford, CT 06103 YOB: 1964 | | | Chairman of the Board, President and Chief Executive Officer | | | Term: Until 2016; Served since 2006 | | | Director, President and Chief Executive Officer (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions with Virtus affiliates (since 2005) | | | 61 | | | Trustee, Various Virtus-affiliated Mutual and Closed-End Funds | |
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- The term “Fund Complex” means two or more registered investment companies that: (a) hold themselves out to investors as related companies for purposes of investment and investor services; or (b) have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies.
- If elected by each Fund's shareholders at the Meeting, Mr. Zino will become a Director of each Fund and a member of each Nominating Committee and Audit Committee.
- Mr. Aylward is considered an “interested person,” as that term is defined in the 1940 Act, of each Fund.
| Name of Person, Position | | | Aggregate Compensation From the Fund | | | Pension or Retirement Benefits as Part of Fund Expenses | | | Estimated Annual Benefits Upon Retirement | | | Total Compensation From the Fund and Fund Complex Paid to Directors* | | ||||||||||||
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| Charles H. Brunie – Director | | | ZF-$47,000 ZTR-$47,000 | | | | $0 | | | | | $0 | | | | | $94,000 | | | ||||||
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| James B. Rogers – Director | | | ZF-$54,000 ZTR-$54,000 | | | | $0 | | | | | $0 | | | | | $108,000 | | | ||||||
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| R. Keith Walton – Director | | | ZF-$61,500 ZTR-$61,500 | | | | $0 | | | | | $0 | | | | | $123,000 | | | ||||||
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| William H. Wright II – Director** | | | ZF-$43,214 ZTR-$43,214 | | | | $0 | | | | | $0 | | | | | $86,428 | | | ||||||
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| George R. Aylward – Interested Director and President | | | ZF-$0 ZTR-$0 | | | | $0 | | | | | $0 | | | | | $0 | | | ||||||
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- The term “Fund Complex” means two or more registered investment companies that: (a) hold themselves out to investors as related companies for purposes of investment and investor services; or (b) have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies.
- Mr. Wright was elected to the Boards at the Funds' 2013 Annual Meeting of Shareholders.
| Name of Director | | | Dollar Range of Equity Securities in the Fund* | | | Aggregate Dollar Range of Fund Ownership in all Funds Overseen by Director in the Family of Registered Investment Companies** | |
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| Charles H. Brunie | | | ZF-Over $100,000 ZTR-Over $100,000 | | | Over $100,000 | |
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| James B. Rogers, Jr. | | | ZF-$50,001-$100,000 ZTR-$10,001-$50,000 | | | $50,001-$100,000 | |
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| R. Keith Walton | | | ZF-$10,001-$50,000 ZTR-$10,001-$50,000 | | | $50,001-$100,000 | |
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| George R. Aylward | | | ZF-$10,001-$50,000 ZTR-$10,001-$50,000 | | | Over $100,000 | |
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| William H. Wright | | | ZF-$1-$10,000 ZTR-$1-$10,000 | | | $10,001-$50,000 | |
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| Brian T. Zino | | | ZF-$10,001-$50,000 ZTR-$10,001-$50,000 | | | $10,001-$50,000 | |
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- The information as to beneficial ownership is based on statements furnished to each Fund by its continuing Directors. Except as otherwise indicated, each person has sole voting and investment power with respect to the shares owned by him or her. The continuing Directors and officers of the Funds, as a group, beneficially own less than 1% of the outstanding shares of each Fund.
- The term, "Family of Registered Investment Companies", means any two or more registered investment companies that share the same investment adviser or principal underwriter or hold themselves out to investors as related companies for purposes of investment and investor services.
- Chair meetings or executive sessions of the Independent Directors;
- Review and comment on each Board’s meeting agendas;
- Represent the views of the Independent Directors to management; and
- Facilitate communication among the Independent Directors and their counsel.
| Name, Address and Birth Year | | | Position(s) Held with Fund | | | Length of Time Served | | | Principal Occupation(s) During Past 5 years | |
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| Carlton Neel, YOB: 1967 | | | Executive Vice President | | | Since 2003 | | | Senior Vice President and Portfolio Manager, Zweig Advisers LLC (since 2003); Senior Managing Director of Euclid Advisors LLC (since 2011); Virtus Investment Advisers, Inc., Senior Managing Director (2008-2011) | |
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| Name, Address and Birth Year | | | Position(s) Held with Fund | | | Length of Time Served | | | Principal Occupation(s) During Past 5 years | |
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| David Dickerson, YOB: 1967 | | | Senior Vice President | | | Since 2003 | | | Senior Vice President and Portfolio Manager, Zweig Advisers LLC (since 2003); Managing Director, Virtus Investment Advisers, Inc. (since 2008-2011); Managing Director of Euclid Advisors LLC (since 2011) | |
| Nancy J. Engberg, YOB: 1956 | | | Chief Compliance Officer | | | Since 2012 | | | Vice President (since 2008) and Chief Compliance Officer (2008 to 2011), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2003) with Virtus affiliates; Vice President (since 2010), Chief Compliance Officer (since 2011), Virtus Variable Insurance Trust; Vice President and Chief Compliance Officer (since 2011), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund | |
| William Renahan, Esq., YOB: 1969 | | | Vice President, Chief Legal Officer and Secretary | | | Since 2012 | | | Senior Legal Counsel and Vice President, Virtus Investment Partners, Inc. since 2012; Vice President, Chief Legal Officer, Counsel and Secretary, Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund, since 2012, and Vice President and Assistant Secretary, Duff & Phelps Global Utility Income Fund Inc., since 2012; Managing Director, Legg Mason, Inc. and predecessor firms 1999- June 2012 | |
| W. Patrick Bradley, YOB: 1972 | | | Vice President, Treasurer and Chief Financial Officer | | | Since 2010 | | | Senior Vice President, Fund Services (since 2010); Senior Vice President, Fund Administration (since 2009), Vice President, Fund Administration (2007-2009), Virtus Investment Partners, Inc. and/or certain of its subsidiaries | |
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- The term for each Officer expires immediately following the 2014 Annual Meeting of Shareholders. Each Board considers reappointments annually.
Charles H. Brunie
Wendy Luscombe
James B. Rogers, Jr.
R. Keith Walton
| Fiscal Year | | | Audit Fees | | | Audit-Related Fees* | | | Tax Fees** | | | All Other Fees | |
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| 2013 | | | $32,000 | | | $2,853 | | | $5,200 | | | $0 | |
| 2012 | | | $32,000 | | | $2,962 | | | $5,900 | | | $0 | |
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- “Audit-Related Fees” are those related to performance of the audit and review of ZF's financial statements not disclosed under “Audit Fees.”
- “Tax Fees” are those primarily associated with the review of ZF's tax provision, qualification as a regulated investment company, year-end distributions to avoid excise tax, periodic discussions with management on tax issues affecting ZF, and reviewing and signing ZF's federal income and excise tax returns.
| Fiscal Year | | | Audit Fees | | | Audit-Related Fees* | | | Tax Fees** | | | All Other Fees | |
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| 2013 | | | $32,000 | | | $2,853 | | | $8,400 | | | $0 | |
| 2012 | | | $32,000 | | | $2,962 | | | $7,800 | | | $0 | |
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- “Audit-Related Fees” are those related to performance of the audit and review of ZTR's financial statements not disclosed under “Audit Fees.”
- “Tax Fees” are those primarily associated with the review of ZTR's tax provision, qualification as a regulated investment company, year-end distributions to avoid excise tax, periodic discussions with management on tax issues affecting ZTR, and reviewing and signing ZTR's federal income and excise tax returns.
| Title of Class | | | Name and Address of Beneficial Owner* | | | Amount and Nature of Beneficial Ownership | | | Percent of Class | |
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| Common Stock | | | First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 | | | 4,374,960 | | | 19.82% | |
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| Common Stock | | | Karpus Management, Inc. d/b/a Karpus Investment Management 183 Sully's Trail, Pittsford, New York 14534 | | | 1,118,731 | | | 5.07% | |
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| Title of Class | | | Name and Address of Beneficial Owner(*) | | | Amount and Nature of Beneficial Ownership | | | Percent of Class | |
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| Common Stock | | | Relative Value Partners, LLC 1033 Skoikie Boulevard, Suite 470, Northbrook, Illinois 60062 | | | 2,254,478 | | | 6.48% | |
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| Common Stock | | | Sit Investment Associates, Inc. 3300 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402 | | | 1,849,354 | | | 5.34% | |
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- This ownership is as of December 31, 2013 based on statements on Schedule 13G filed by: (i) Karpus Management, Inc. on February 14, 2014 and by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation on January 15, 2014 in connection with their beneficial ownership of ZF's shares; and (ii) by Relative Value Partners, LLC on February 12, 2014 and by Sit Investment Associates, Inc. on January 27, 2014 in connection with their beneficial ownership of ZTR's shares.
| Hartford, Connecticut | | | By Order of the Board of Directors of | | | | |
| April 8, 2014 | | | The Zweig Fund, Inc. The Zweig Total Return Fund, Inc. | | | | |
| | | | GEORGE R. AYLWARD, | | | | |
| | | | Chairman of the Board and President | | | | |
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IMPORTANT ANNUAL MEETING INFORMATION Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X The Zweig Fund, Inc. 01T7CB 1 U PX + Annual Meeting Proxy Card .. + A Proposal — The Board of Directors recommends a vote FOR all the nominees listed below. C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name or names appears on this proxy. If stock is held jointly, each holder should sign. If signing as attorney, trustee, executor, administrator, custodian, guardian or corporate officer, please give full title. Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Non-Voting Items Change of Address — Please print new address below. 01 - R. Keith Walton 02 - Brian T. Zino 1. Election of 2 Directors to serve until the Annual Meeting of Shareholders in 2017, or until their successors are elected and duly qualify: For Withhold Electronic Voting Instructions You can vote by Internet or telephone! Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Eastern Daylight Time, on May 13, 2014. Vote by Internet • Log on to the Internet and go to www.envisionreports.com/zweig • Follow the steps outlined on the secured website. Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. • Follow the instructions provided by the recorded message. IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
. Proxy — The Zweig Fund, Inc. EVERY SHAREHOLDER’S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for The Zweig Fund, Inc. Annual Meeting of Shareholders to be held on May 13, 2014 The Proxy Statement for this meeting is available at: http://www.edocumentview.com/zweig You may also vote by telephone by calling (800) 652-VOTE (8683) Annual Meeting of Shareholders May 13, 2014 Proxy Solicited on Behalf of Board of Directors The undersigned hereby appoints William Renahan, David Dickerson and Carlton Neel, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders to be held at the offices of Virtus Investment Partners, Inc., 100 Pearl Street, 2nd Floor, Hartford, CT 06103 at 10:00 a.m., Eastern Daylight Time, and at any and all adjournments thereof (the “Meeting“), to vote all shares of The Zweig Fund, Inc., which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Directors of The Zweig Fund, Inc. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR“ the nominees listed on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Annual Meeting and Joint Proxy Statement for the Meeting to be held on May 13, 2014. THE BOARD RECOMMENDS THAT YOU CAST YOUR VOTE “FOR“ THE NOMINEES LISTED ON THE REVERSE SIDE. IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.