SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[_] Definitive Proxy Statement RULE 14A-6(E)(2))
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
New England Zenith Fund
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(Name of Registrant as Specified In Its Charter)
New England Zenith Fund
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
[LETTERHEAD OF THE NEW ENGLAND(R) APPEARS HERE]
March 6, 1995
TO OWNERS OF NEVLICO'S VARIABLE LIFE INSURANCE POLICIES:
A Special Meeting of Shareholders of New England Zenith Fund (the "Trust") will
be held on April 10, 1995. At the Shareholders Meeting, New England Variable
Life Insurance Company ("NEVLICO") will vote all shares of the Trust held in
The New England Variable Life Separate Account which are attributable to
NEVLICO's Variable Life Insurance Policies in accordance with instructions
received from Policy Owners. You are now being asked how shares of the Trust
deemed attributable to your Policy should be voted at the Shareholders Meeting.
You should give voting instructions only on proposals which relate to a series
of the Trust in which your policy's cash value was invested on the record date
for the Shareholders Meeting. The record date is February 10, 1995. If you give
voting instructions on a proposal for which you are not eligible to vote,
NEVLICO will simply disregard those instructions.
Enclosed you will find a copy of the Notice of Meeting and Proxy Statement
relating to the Shareholders Meeting. After reviewing this material, please
complete and execute the Instruction Form and return it in the enclosed,
postage-paid, self-addressed envelope. If you fail to return an executed
Instruction Form, shares of the Trust deemed attributable to your Policy will
be voted by NEVLICO in proportion to the voting instructions received from all
other NEVLICO Variable Life Policy Owners.
New England Variable Life Insurance Company
[LETTERHEAD OF THE NEW ENGLAND(R) APPEARS HERE]
March 6, 1995
TO OWNERS OF NEVLICO'S VARIABLE LIFE INSURANCE POLICIES:
A Special Meeting of Shareholders of New England Zenith Fund (the "Trust") will
be held on Monday, April 10, 1995. At the Shareholders Meeting, New England
Variable Life Insurance Company ("NEVLICO") will vote all shares of the Trust
held in The New England Variable Life Separate Account which are attributable
to NEVLICO'S Variable Life Insurance Policies in accordance with instructions
received from Policy Owners. You are now being asked how shares of the Trust
deemed attributable to your Policy should be voted at the Shareholders Meeting.
Under certain circumstances, however, plan participants have the right to
instruct Policy Owners as to how all or a portion of the votes attributable to
a Policy are to be cast, and Policy Owners are required to cast such votes as
instructed.
IN ORDER FOR THE VOTES UNDER YOUR POLICIES TO BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN BY YOU AND YOUR PLAN PARTICIPANTS, YOU MUST RETURN A
COMPLETED, EXECUTED INSTRUCTION FORM. If you fail to return an executed
Instruction Form, shares of the Trust deemed attributable to your Policies will
be voted by NEVLICO in proportion to the voting instructions received from all
other Policy Owners.
Enclosed you will find a copy of the Notice of Meeting and Proxy Statement
relating to the Shareholders Meeting, as well as voting instruction forms with
the name of the plan participant entitled to instruct the Policy Owner.
Please forward promptly (1) one Notice of Meeting and Proxy Statement and (2)
one Instruction Form to each person entitled to give voting instructions. One
Instruction Form is enclosed for each Policy under which votes are subject to
instruction.
The Instruction Form is to be used by each plan participant to convey
instructions to you as Policy Owner. INSTRUCTION FORMS COMPLETED BY YOUR PLAN
PARTICIPANTS SHOULD NOT BE RETURNED. AFTER YOU HAVE RECEIVED INSTRUCTIONS FROM
A PLAN PARTICIPANT, YOU SHOULD TRANSFER THESE INSTRUCTIONS TO THE PLAN
PARTICIPANT LISTING PROVIDED. RETURN ONLY THE SINGLE INSTRUCTION FORM IN YOUR
NAME, SIGNED BY YOU, ALONG WITH THE APPROPRIATELY CHECKED PLAN PARTICIPANT
LIST.
If no plan participants transmit voting instructions, or if the plan
participants do not have the right to instruct, cast all votes at your sole
discretion by completing and signing the Instruction Form.
In order to cast votes under the Policies you must return an INSTRUCTION FORM
signed by you, the Policy Owner.
If you have any questions concerning these procedures, please call collect,
Peter Zucker, Consultant, New England Mutual Life Insurance Company (617) 578-
3566.
[LETTERHEAD OF NEW ENGLAND ANNUITIES APPEARS HERE]
March 6, 1995
TO OWNERS OF ZENITH ACCUMULATOR VARIABLE ANNUITY CONTRACTS:
A Special Meeting of Shareholders of New England Zenith Fund (the "Trust") will
be held on April 10, 1995. At the Shareholders Meeting, New England Mutual Life
Insurance Company ("The New England") will vote all shares of the Trust held in
The New England Variable Account which are attributable to Zenith Accumulator
Variable Annuity Contracts in accordance with instructions received from
Contractholders. You are now being asked how shares of the Trust deemed
attributable to your Contract should be voted at the Shareholders Meeting.
You should give voting instructions only on proposals which relate to a series
of the Trust in which your contract value was invested on the record date for
the Shareholders Meeting. The record date is February 10, 1995. If you give
voting instructions on a proposal for which you are not eligible to vote, The
New England will simply disregard those instructions.
Enclosed you will find a copy of the Notice of Meeting and Proxy Statement
relating to the Shareholders Meeting. After reviewing this material, please
complete and execute the Instruction Form and return it in the enclosed,
postage-paid, self-addressed envelope. If you fail to return an executed
Instruction Form, shares of the Trust deemed attributable to your Contract will
be voted by The New England in proportion to the voting instructions received
from all other Zenith Accumulator Contractholders.
New England Mutual Life Insurance Company
[LETTERHEAD OF NEW ENGLAND ANNUITIES APPEARS HERE]
March 6, 1995
TO OWNERS OF ZENITH ACCUMULATOR VARIABLE ANNUITY CONTRACTS:
A Special Meeting of Shareholders of New England Zenith Fund (the "Trust") will
be held on Monday, April 10, 1995. At the Shareholders Meeting, New England
Mutual Life Insurance Company ("The New England") will vote all shares of the
Trust held in The New England Variable Account which are attributable to Zenith
Accumulator Variable Annuity Contracts in accordance with instructions received
from Contractholders. You are now being asked how shares of the Trust deemed
attributable to your Contract should be voted at the Shareholders Meeting.
Under certain circumstances, however, annuitants have the right to instruct
Contractholders as to how all or a portion of the votes attributable to a
Contract are to be cast, and Contractholders are required to cast such votes as
instructed.
IN ORDER FOR THE VOTES UNDER YOUR CONTRACTS TO BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN BY YOU AND YOUR ANNUITANTS, YOU MUST RETURN A COMPLETED,
EXECUTED INSTRUCTION FORM. If you fail to return an executed Instruction Form,
shares of the Trust deemed attributable to your Contracts will be voted by The
New England in proportion to the voting instructions received from all other
Zenith Accumulator Contractholders.
Enclosed you will find a copy of the Notice of Meeting and Proxy Statement
relating to the Shareholders Meeting, as well as voting instruction forms with
the name of the annuitant entitled to instruct the Contractholder.
Please forward promptly (1) one Notice of Meeting and Proxy Statement and (2)
one Instruction Form to each person entitled to give voting instructions. One
Instruction Form is enclosed for each Contract under which votes are subject to
instruction.
The Instruction Form is to be used by each annuitant to convey instructions to
you as Contractholder. INSTRUCTION FORMS COMPLETED BY YOUR ANNUITANTS SHOULD
NOT BE RETURNED. AFTER YOU HAVE RECEIVED INSTRUCTIONS FROM AN ANNUITANT, YOU
SHOULD TRANSFER THESE INSTRUCTIONS TO THE ANNUITANT LISTING PROVIDED. RETURN
ONLY THE SINGLE INSTRUCTION FORM IN YOUR NAME, SIGNED BY YOU, ALONG WITH THE
APPROPRIATELY CHECKED ANNUITANT LIST.
If no annuitants transmit voting instructions, or if the annuitants do not have
the right to instruct, cast all votes at your sole discretion by completing and
signing the Instruction Form.
In order to cast votes under the Contracts you must return an INSTRUCTION FORM
signed by you, the Contract Owner.
If you have any questions concerning these procedures, please call collect,
Peter Zucker, Consultant, New England Mutual Life Insurance Company (617) 578-
3566.