THE ZWEIG FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
April 5, 2004
DEAR SHAREHOLDER:
You are cordially invited to attend the Annual Meeting of Shareholders of
The Zweig Fund, Inc. (the "Fund") to be held on Wednesday, May 12, 2004, at
10:00 A.M. at the offices of Katten Muchin Zavis Rosenman, located at 575
Madison Avenue (between 56th and 57th Streets), 11th Floor, New York, New York.
Details of the business to be presented at the meeting can be found in the
accompanying Notice of Annual Meeting and Proxy Statement. This meeting will
give you an opportunity to hear a report on the Fund and to discuss other
matters of interest to you as a shareholder.
We hope that you will be able to attend the meeting. Whether or not you
plan to attend, please complete, date, sign and mail the enclosed proxy card to
assure that your shares are represented at the meeting. Please return all proxy
cards that you may receive.
On behalf of the Board of Directors, I extend our appreciation for your
continued support.
DANIEL T. GERACI,
PRESIDENT OF
THE ZWEIG FUND, INC.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE:
FOR THE PROPOSAL TO ELECT DIRECTORS
THE ZWEIG FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 12, 2004
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of The Zweig Fund, Inc., a Maryland
corporation (the "Fund"), will be held on Wednesday, May 12, 2004 at 10:00 A.M.
at the offices of Katten Muchin Zavis Rosenman, located at 575 Madison Avenue
(between 56th and 57th Streets), 11th Floor, New York, New York, for the
following purposes:
1. ELECT DIRECTORS:
To elect two Directors to serve until the Annual Meeting of
Shareholders in 2007 and one Director to serve until the Annual
Meeting of Shareholders in 2005; and
2. OTHER BUSINESS:
To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Shareholders of record of the Fund at the close of business on February 13,
2004 are entitled to notice of, and will be entitled to vote at, the Meeting or
any postponement or adjournment thereof. The enclosed Proxy is being solicited
on behalf of the Board of Directors.
By Order of the Board of Directors of
The Zweig Fund, Inc.
DANIEL T. GERACI,
PRESIDENT
New York, New York
April 5, 2004
IMPORTANT:
YOU ARE INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON, YOU ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED
FOR YOUR CONVENIENCE AND REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD MAY SAVE THE FUND THE NECESSITY
AND EXPENSE OF FURTHER SOLICITATIONS TO ASSURE A QUORUM AT THE MEETING. A PROXY
WILL NOT BE REQUIRED FOR ADMISSION TO THE MEETING.
THE ZWEIG FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 12, 2004
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The Zweig Fund, Inc., a Maryland
corporation (the "Fund"), for use at the Annual Meeting of Shareholders to be
held at the offices of Katten Muchin Zavis Rosenman, located at 575 Madison
Avenue (between 56th and 57th Streets), 11th Floor, New York, New York, on
Wednesday, May 12, 2004 at 10:00 A.M., and at any and all adjournments thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting dated
April 5, 2004.
If the accompanying form of proxy is properly executed and returned in time
to be voted at the Meeting, the shares will be voted in accordance with the
instructions marked by the shareholder. Executed proxies that are unmarked will
be voted "for" the election of the three nominees of the Board of Directors as
Directors of the Fund. A shareholder can revoke the proxy prior to its use by
appearing at the Meeting and voting in person, by giving written notice of such
revocation to the Secretary of the Fund, or by returning a subsequently dated
proxy.
This Proxy Statement and the accompanying form of proxy will be first sent
to shareholders on or about April 5, 2004.
The Board of Directors of the Fund has fixed the close of business on
February 13, 2004 as the record date for the determination of shareholders
entitled to notice of and to vote at the Meeting. As of the record date,
73,233,013 shares of the Fund's common stock were outstanding. To the best of
the Fund's knowledge, no person beneficially owns more than five percent of the
outstanding shares of the Fund's common stock.
The Annual Report of the Fund for the year ended December 31, 2003,
including financial statements, has been mailed to shareholders of record at the
close of business on that date, and to persons who became shareholders of record
between that time and the close of business on February 13, 2004.
The Fund will furnish, without charge, a copy of the Fund's December 31,
2003 Annual Report to any shareholder who requests it by contacting the Fund's
Administrator, Phoenix Equity Planning Corporation, 56 Prospect Street, P.O. Box
150480, Hartford, Connecticut 06115-0480, Attention: Shareholder Services;
Toll-free telephone number 1-800-272-2700.
RECENT FUND DEVELOPMENTS
On March 2, 2004, the Board of Directors unanimously approved the
continuation of the advisory relationship with Phoenix/Zweig Advisers LLC (the
"Adviser") and the continuation of the sub-advisory relationship with Zweig
Consulting LLC (the "Sub-Adviser"). Under the continued sub-advisory
relationship, Dr. Martin E. Zweig, President and owner of the Sub-Adviser, will
continue to provide asset allocation services and will assume an expanded role
in reviewing the Fund's portfolio. Dr. Zweig will actively collaborate in the
stock selection process with the Adviser's new portfolio management team.
The portfolio management team of Carlton Neel and David Dickerson was
installed by the Adviser as of April 1, 2003, with the endorsement of the Board
of Directors, and with the support of the Sub-Adviser. Effective March 2, 2004,
Daniel T. Geraci, president of the Adviser and executive vice president of the
asset management operations of The Phoenix Companies, was appointed as President
of the Fund and a Director.
2
PROPOSAL 1
ELECTION OF DIRECTORS
The members of the Board of Directors of the Fund are divided into three
classes with the term of office of one class expiring each year. At the
forthcoming Annual Meeting, two Directors will be elected to serve a three-year
term (until the third succeeding Annual Meeting in 2007) and one Director will
be elected to serve a one-year term (until the first succeeding Annual Meeting
in 2005). Unless authority to vote for the election of Directors is withheld,
the enclosed proxy will be voted for the election of the nominees named below.
While management has no reason to believe that the nominees will not be
available as candidates, should such a situation arise, proxies may be voted for
the election of such other persons as a Director, as the holders of the proxies
may, in their discretion, determine.
The Fund's Board of Directors has appointed a Nominating Committee which
makes annual recommendations as to the individuals to be nominated by the Fund's
Board of Directors for election as Directors at the forthcoming Annual Meeting
and selects candidates for election by the Board of Directors to fill any
vacancies in the Board of Directors, including those resulting from an increase
in the number of Directors. The Fund's Nominating Committee consists of three
Directors who are not "interested persons" (as defined in the Investment Company
Act of 1940, as amended (the "Act")) of the Fund, the Adviser, or the
Sub-Adviser.
Based on the recommendations made by the Fund's Nominating Committee at its
meetings held on February 12, 2004 and March 2, 2004, the Board of Directors of
the Fund has nominated (a) R. Keith Walton, who is presently a Director of the
Fund, for re-election to the Board of the Fund, to serve until the next Annual
Meeting in 2005, and (b) Alden C. Olson and Daniel T. Geraci, who are presently
Directors of the Fund, for re-election to the Board of the Fund, to serve until
the third succeeding Annual Meeting in 2007.
3
Background information with respect to the current Directors appears
below.
NUMBER OF
PORTFOLIOS IN
TERM OF FUND
OFFICE AND COMPLEX- PRINCIPAL OCCUPATION(S)
NAME, AGE, ADDRESS AND LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND
POSITION(S) WITH FUND TIME SERVED DIRECTOR OTHER DIRECTORSHIPS HELD
------------------------------ ----------------- ---------------- -------------------------------------------------------
DISINTERESTED DIRECTORS
Charles H. Brunie (73) Term: Until 2 Director of The Zweig Total Return Fund, Inc. (since
Brunie Associates 2006. 1988). Chairman, Brunie Associates (investments) (since
600 Third Avenue, 17th Floor Served since: April 2001). Chairman, Oppenheimer Capital (1969 to
New York, NY 10016 1998. 2000). Chairman Emeritus, Board of Trustees, Manhattan
Institute (since 1990). Trustee, Milton and Rose D.
Director Friedman Foundation for Vouchers (1999-present).
Trustee, Hudson Institute (since 2002). Trustee,
American Spectator (since 2002).
Wendy Luscombe (52) Term: Until 2 Director of The Zweig Total Return Fund, Inc. (since
480 Churchtown Road 2005. 2002). Principal, WKL Associates, Inc. (investment
Craryville, NY 12521 Served since: management) (since 1994). Fellow, Royal Institution of
2002. Chartered Surveyors. Member, Chartered Institute of
Director Arbitrators. Director, Endeavour Real Estate
Securities, Ltd., REIT Mutual Fund (since 2000).
Director, PXRE, Corp. (reinsurance) (since 1994).
Member and Chairman of Management Oversight Committee,
Deutsche Bank Real Estate Opportunities Fund (since
2003)
Alden C. Olson (76) Term: Until 2 Director of The Zweig Total Return Fund, Inc. (since
2711 Ramparte Path 2004. 1996); currently retired. Chartered Financial Analyst
Holt, MI 48842 Served since: (since 1964). Professor of Financial Management,
1996. Investments at Michigan State University (1959 to
Director 1990).
James B. Rogers, Jr. (61) Term: Until 2 Director of The Zweig Total Return Fund, Inc. (since
352 Riverside Drive 2006. 1988); private investor (since 1980). Chairman, Beeland
New York, NY 10025 Served since: Interests, Inc. (investments and media) (since 1980).
1986. Regular Commentator on CNBC (1998). Author of
Director "Investment Biker: On the Road with Jim Rogers" (1994)
and "Adventure Capitalist" (2003). Visiting Professor,
Columbia University (1998). Columnist, WORTH Magazine
(since 1995). Director, Emerging Markets Brewery Fund
(1993-2002). Director, Levco Series Trust (since 1996).
R. Keith Walton (39) Term: Until 2 Director of The Zweig Total Return Fund, Inc. (since
15 Claremont Avenue 2004. 2004). Secretary of the University at Columbia
New York, NY 10027 Served since: University (since 1996). Director (since 2002); Chair,
2004. Nominating Committee (since 2002); Member, Executive
Director Committee (since 2002); Chair, Audit Committee (since
2003), Apollo Theater Foundation, Inc. Director,
Orchestra of St. Luke's (since 2000). Director,
American Friends of the Royal Court Theatre (since
2003). Member, Steering Committee, Association for a
Better New York (since 2001). Member, Education
Committee of the Board, Trinity School (since 2003).
Vice President (since 2002), Chair, Finance Committee
(since 2000), Riverside Church. Member, Advisory Board
North General Hospital (since 2002). Member, NY
Advisory Board, Enterprise Foundation (since 1999).
Member, Council on Foreign Relations (since 1997).
Member, The American Law Institute (since 1999).
Member, Council for the United States and Italy (since
1999). Member, Century Association (since 2000).
4
INTERESTED DIRECTORS
Daniel T. Geraci (46) Term: Until 2 Director and President of The Zweig Total Return Fund,
10 Stonemeadow Drive 2004. Inc. (since 2004). Executive Vice President, Asset
Westwood, MA 02090 Served since: Management, The Phoenix Companies, Inc. (wealth
2004. management) (since 2003). President and Chief Executive
Director and President Officer, Phoenix Investment Partners, Ltd. (since
2003). President and Chief Executive Officer of North
American investment operations, Pioneer Investment
Management USA, Inc. (2001-2003). President of Private
Wealth Management Group (2000-2001), Executive Vice
President of Distribution and Marketing for U.S.
institutional services business (1998-2000) and
Executive Vice President of Distribution and Marketing
for Fidelity Canada (1996-1998), Fidelity Investments.
OFFICERS WHO ARE NOT DIRECTORS
Carlton Neel (36) Served since: Executive Vice President of The Zweig Total Return
900 Third Ave. 2003. Fund, Inc. (since 2003). Senior Vice President and
New York, NY 10022 Portfolio Manager, Phoenix/Zweig Advisers LLC (since
2003). Managing Director and Co-Founder, Shelter Rock
Executive Vice President Capital Partners, LP (2002-2003). Senior Vice President
and Portfolio Manager, Phoenix/Zweig Advisers LLC
(1995-2002). Vice President, JP Morgan & Co.
(1990-1995).
David Dickerson (36) Served since: Senior Vice President of The Zweig Total Return Fund,
900 Third Ave. 2003. Inc. (since 2003). Senior Vice President and Portfolio
New York, NY 10022 Manager, Phoenix/Zweig Advisers LLC (since 2003).
Managing Director and Co-Founder, Shelter Rock Capital
Senior Vice President Partners, LP (2002-2003). Vice President and Portfolio
Manager, Phoenix/Zweig Advisers LLC (1993-2002).
Nancy J. Engberg (47) Served since: Secretary of The Zweig Total Return Fund, Inc. (since
56 Prospect Street 2000. 2000). Vice President and Chief Compliance Officer
Hartford, CT 06115 (since December 2003) and Vice President and Investment
Counsel (2002-2003), The Phoenix Companies, Inc.
Secretary (wealth management) and its insurance company
subsidiaries. Vice President and Counsel, Phoenix
Investment Partners, Ltd. (since 1999). Counsel,
Phoenix Home Life Mutual Insurance Company (1994 to
1999).
Nancy Curtiss (51) Served since: Treasurer of The Zweig Total Return Fund, Inc. (since
56 Prospect Street 2003. 2003). Vice President, Operations (since 2003). Vice
Hartford, CT 06115 President, Fund Accounting (1994-2003) and Treasurer
(1996-2003), Phoenix Equity Planning Corporation.
Treasurer Treasurer, multiple funds in Phoenix Fund Complex
(since 1994).
5
COMPENSATION OF DIRECTORS AND OFFICERS
During the year ended December 31, 2003, the Fund paid Directors' fees
aggregating $101,500 to the Directors who were not interested persons of the
Fund or the Adviser. The Fund pays each Director who is not an interested person
of the Fund or Adviser an annual fee of $10,000 and a fee of $1,500 for
attendance at each meeting of the Board of Directors and for each meeting of a
committee of the Board. The Fund also reimburses its Directors for their actual
out-of-pocket expenses relating to attendance at such meetings.
Set forth below is the compensation paid by the Fund to current Directors
for the year ended December 31, 2003.
COMPENSATION TABLE
PENSION OR
RETIREMENT ESTIMATED TOTAL
AGGREGATE BENEFITS AS ANNUAL COMPENSATION
COMPENSATION PART OF BENEFITS FROM THE FUND
FROM THE FUND UPON AND FUND COMPLEX
NAME OF PERSON, POSITION FUND EXPENSES RETIREMENT PAID TO DIRECTORS
Charles H. Brunie - Director $ 25,000 $ 0 $ 0 $ 50,000
Wendy Luscombe - Director $ 25,000 $ 0 $ 0 $ 50,000
Alden C. Olson - Director $ 26,500 $ 0 $ 0 $ 53,000
James B. Rogers, Jr. - Director $ 25,000 $ 0 $ 0 $ 50,000
R. Keith Walton - Director $ 0 $ 0 $ 0 $ 0
Daniel T. Geraci - Interested
Director and President $ 0 $ 0 $ 0 $ 0
DIRECTOR OWNERSHIP OF SECURITIES
Set forth in the table below is the dollar range of equity securities
owned by each Director as of December 31, 2003.
AGGREGATE DOLLAR RANGE OF FUND
OWNERSHIP IN ALL FUNDS OVERSEEN BY
DOLLAR RANGE OF EQUITY DIRECTOR IN FAMILY OF INVESTMENT
NAME OF DIRECTOR SECURITIES IN THE FUND (1) COMPANIES
Charles H. Brunie Over $100,000 Over $100,000
Daniel T. Geraci None None
Wendy Luscombe $1-$10,000 $1-$10,000
Alden C. Olson $10,001-$50,000 $10,001-$50,000
James B. Rogers, Jr. $10,001-$50,000 $10,001-$50,000
R. Keith Walton None None
6
(1) The information as to beneficial ownership is based on statements
furnished to the Fund by its Directors and reflects ownership as of
December 31, 2003. Except as otherwise indicated, each person has sole
voting and investment power with respect to the shares owned by him or her.
The Directors and officers of the Fund, as a group, beneficially own less
than 1% of the outstanding shares of the Fund.
COMMITTEES AND BOARD OF DIRECTORS' MEETINGS
AUDIT COMMITTEE REPORT
The Fund's Board of Directors has appointed a standing Audit Committee. The
Fund's Board of Directors has adopted a written charter for the Fund's Audit
Committee, which charter is attached hereto as EXHIBIT A. The purposes of the
Audit Committee are set forth in the Audit Committee Charter. In brief, the role
of the Audit Committee is to assist the Board of Directors in its oversight of
the Fund's financial reporting process. As set forth in the Charter, management
of the Fund is responsible for the preparation, presentation and integrity of
the Fund's financial statements, the Fund's accounting and financial reporting
principles and internal controls and procedures designed to assure compliance
with accounting standards and applicable laws and regulations. The independent
auditors are responsible for auditing the Fund's financial statements and
expressing an opinion as to their conformity with generally accepted accounting
principles.
The Audit Committee of the Board of Directors of the Fund will normally
meet at least four times during each full fiscal year, of which at least two
such meetings will be with representatives of the independent auditors, to
discuss and review various matters as contemplated by the Audit Committee
Charter. In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent auditors of the Fund. The Audit Committee also has discussed
with the independent auditors the matters required to be discussed by Statement
on Auditing Standards No. 61, "Communication with Audit Committees", as
currently in effect. The Audit Committee also has considered whether the
provision by the Fund's independent auditors of non-audit services to the Fund,
and of professional services to the Adviser and affiliates of the Adviser that
provide services to the Fund, is compatible with maintaining the independent
auditors' independence. Finally, the Audit Committee has received the written
disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees", and has discussed with the independent auditors the
independent auditors' independence.
The members of the Fund's Audit Committee are not professionally engaged in
the practice of auditing or accounting and are not experts in the fields of
accounting or auditing or evaluating auditor independence. The Board of
Directors has determined that the Fund does not have an "audit committee
financial expert," as defined under the Securities and Exchange Commission's
Regulation S-K, Item 401(h), at this time because none of the Fund's Board of
Directors meet the technical definition of such an expert. The audit committee
of the Board is in compliance with applicable rules of the listing requirements
for closed-end fund audit committees, including the requirement that all members
of the audit committee be "financially literate" and that at least one member of
the audit committee have "accounting or related financial management expertise,"
as determined by the Board. Members of the Fund's Audit Committee rely without
independent verification on the information provided to them and on the
7
representations made by management and the independent auditors. Accordingly,
the Audit Committee's oversight does not provide an independent basis to
determine that management has maintained appropriate accounting and financial
reporting principles or appropriate internal controls and procedures designed to
assure compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committee's considerations and discussions referred to
above do not assure that the audit of the Fund's financial statements have been
carried out in accordance with generally accepted auditing standards, that the
financial statements are presented in accordance with generally accepted
accounting principles or that the Fund's auditors are in fact "independent."
Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Audit
Committee referred to above and in the Audit Committee Charter, the Audit
Committee recommended to the Board of Directors of the Fund that the audited
financial statements of the Fund be included in the Fund's annual report to
shareholders for the year ended December 31, 2003. The members of the Audit
Committee, Messrs. Brunie, Olson, Rogers and Walton and Ms. Luscombe, are
"independent" within the meaning of the Act and the New York Stock Exchange
corporate governance standards for audit committees.
Alden C. Olson
Charles H. Brunie
Wendy Luscombe
James B. Rogers, Jr.
R. Keith Walton
NOMINATING COMMITTEE
Messrs. Brunie, Olson and Rogers, each of whom is not an interested person
of the Fund, are members of the Nominating Committee of the Board of Directors
of the Fund. The Fund's Board of Directors has adopted a written charter for the
Fund's Nominating Committee, which charter is attached hereto as EXHIBIT B. The
Fund's Nominating Committee considers candidates for election to fill vacancies
on the Fund's Board of Directors.
Director nominees are identified based on persons known to the Board of
Directors or the Nominating Committee and any persons recommended to the
Nominating Committee by shareholders or industry sources. Any recommendations
made by shareholders and industry sources must be accompanied by a biography of
the recommended candidate and should be submitted in writing to the principal
executive office of the Fund, located at 900 Third Avenue, New York, New York
10022, addressed to the Secretary of the Fund. Nominees are evaluated based on
the criteria described below. The evaluation process does not depend on the
source of the recommendation. The new independent Director, R. Keith Walton, was
recommended to the Nominating Committee by a Director of the Fund, and
subsequently nominated by the Nominating Committee to fill the vacancy on the
Board created by the retirement of Elliot Jaffe. The new interested director,
Daniel T. Geraci, was nominated by the Nominating Committee to fill the vacancy
created by the resignation of Philip R. McLoughlin effective March 2, 2004.
It is expected that all candidates for the Board will possess the following
minimum
8
qualifications: (i) unquestioned personal integrity; (ii) sound business
judgment; and (iii) the commitment required to be an effective director,
including, without limitation, the ability to attend meetings regularly. The
Nominating Committee may determine that a candidate who does not have the
experience or knowledge referred to above should nevertheless be considered as a
nominee if the Nominating Committee finds that the candidate's qualifications,
taken as a whole, demonstrate an equivalent level of qualification to serve as a
director.
BOARD OF DIRECTORS' MEETINGS
The Board of Directors of the Fund held seven meetings during the year
ended December 31, 2003. The Fund's Nominating Committee held three meetings
during the year ended December 31, 2003 and met in advance of the February 12,
2004 and March 2, 2004 Board meetings, at which times the Nominating Committee
recommended the nominees for election to the Board. The Fund's Audit Committee
held three meetings during the year ended December 31, 2003. All of the current
Directors attended at least 75% of the total number of Board meetings and his or
her respective committee meetings, for the Fund, held during the 2003 year.
SHAREHOLDERS COMMUNICATIONS
Any shareholder that wishes to communicate with the Board of Directors or a
specific Director may do so by submitting correspondence in writing to the
principal executive office of the Fund, located at 900 Third Avenue, New York,
New York 10022, specifying the intended addressee. Shareholder communications
addressed to the Board of Directors will be forwarded promptly after receipt to
Daniel T. Geraci, President of the Fund, for review. Mr. Geraci will review each
such communication in order to determine whether the communication should be
relayed directly to each Board member. Shareholder communications that Mr.
Geraci determines involve routine matters will be forwarded to the Fund
Administrator and/or officers of the Fund for review and response, and Mr.
Geraci will report to the full Board, as appropriate, on the nature and
substance of such communications. Shareholder communications that Mr. Geraci
determines involve non-routine matters will be forwarded to each member of the
Board for review. Shareholder communications addressed to a specific Director
will be forwarded to the addressee promptly upon receipt.
It is the Fund's policy that all Directors attend the annual shareholders
meeting, if reasonably possible. The 2003 Annual Shareholders Meeting was
attended by all of the Directors of the Fund.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE ELECTION OF THE NOMINEES.
INVESTMENT ADVISER, ADMINISTRATOR AND SUB-ADVISER
Phoenix/Zweig Advisers LLC, the Adviser, serves as the investment adviser
for the Fund. The Adviser's principal business office is located at 900 Third
Avenue, New York, New York 10022. All of the Adviser's outstanding equity
interests are directly owned by Phoenix Investment Partners, Ltd., the
wholly-owned investment management subsidiary of The Phoenix
9
Companies, Inc. ("PNX") of Hartford, Connecticut. PNX is a leading provider of
wealth management products and services to individuals and businesses. PNX is
located at One American Row, Hartford, Connecticut, 06115-2520.
Phoenix Investment Partners has served investors for over 70 years. As of
December 31, 2003, Phoenix Investment Partners had approximately $59.2 billion
in assets under management through its investment partners: Aberdeen Fund
Managers, Inc. in Aberdeen, London, Singapore and Fort Lauderdale; Duff & Phelps
Investment Management Co. in Chicago; Capital West Asset Management, LLC in
Greenwood Village, CO; Kayne Anderson Rudnick Investment Management, LLC in Los
Angeles; Engemann Asset Management in Pasadena; Seneca Capital Management LLC in
San Francisco; Walnut Asset Management, LLC in Philadelphia; Phoenix/Zweig
Advisers LLC in New York; and Phoenix Investment Counsel, Inc. (Goodwin and
Oakhurst divisions) in Hartford, CT, and Scotts Valley, CA, respectively.
Phoenix Equity Planning Corporation (the "Administrator") serves as the
administrator for the Fund. The Administrator's principal business office is
located at 56 Prospect Street, P.O. Box 150480, Hartford, Connecticut
06115-0480. All of the Administrator's outstanding equity interests are owned by
Phoenix Investment Partners.
Zweig Consulting LLC, the Sub-Adviser, which serves as the sub-adviser for
the Fund, provides asset allocation services to the Adviser and has recently
assumed an expanded role in reviewing the Fund's portfolio. Dr. Martin E. Zweig,
the President and owner of the Sub-Adviser, actively collaborates in the stock
selection process with the Adviser's current portfolio management team of
Carlton Neel and David Dickerson, which has managed the Fund since April 1,
2003. A copy of the Amended and Restated Servicing Agreement between the Adviser
and the Sub-Adviser is attached hereto as EXHIBIT C. The Sub-Adviser's principal
business office is located at 900 Third Avenue, New York, New York 10022. The
Sub-Adviser's fees are paid by the Adviser.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the Act require, among other persons, the officers and Directors of the Fund and
the Adviser to file reports of ownership and changes in ownership of the shares
of common stock of the Fund with the Securities and Exchange Commission and the
New York Stock Exchange. The Securities and Exchange Commission's regulations
also require such reporting persons to furnish each Fund with copies of all
Section 16(a) forms they file. Based on its review of these reports and on
written representations from the reporting persons that no other reports were
required, the Fund believes that, during the year December 31, 2003, it was in
compliance with all Section 16(a) and Section 30(h) reporting requirements
applicable to its reporting persons.
INDEPENDENT ACCOUNTANTS
At the recommendation of the Audit Committee of the Fund, the Board of
Directors of the Fund, including a majority of the Directors who are not
interested persons of the Fund, has selected the firm of PricewaterhouseCoopers
LLP ("PwC") to serve as independent accountants of the Fund for the year ending
December 31, 2004. A representative of PwC is expected to be
10
present at the Meeting and will have the opportunity to make a statement if he
or she so desires and to respond to questions from shareholders.
The aggregate fees billed for services rendered by PwC during the years
ended December 31, 2002 and 2003, respectively, are described below.
AUDIT FEES
The aggregate fees billed by PwC to the Fund in connection with the annual
audit of the Fund's financial statements for the fiscal years ended December 31,
2002 and 2003 were $58,000 and $55,500, respectively.
AUDIT-RELATED FEES
No fees were billed by PwC to the Fund for the fiscal year ended December
31, 2002 for any audit-related services. No fees were billed by PwC to the Fund
for the fiscal year ended December 31, 2003 for any audit-related services.
TAX FEES
The aggregate fees billed by PwC to the Fund for the fiscal years ended
December 31, 2002 and 2003 in connection with tax review, compliance and advice
were approximately $5,700 and $7,000, respectively.
ALL OTHER FEES
No fees were billed by PwC to the Fund for the fiscal years ended December
31, 2002 and 2003 for any other services.
AGGREGATE NON-AUDIT FEES
The aggregate non-audit fees billed by PwC for services rendered to the
Fund, the Adviser, and any entity controlling, controlled by, or under common
control with the Adviser that provides ongoing services to the Fund for the
fiscal years ended December 31, 2002 and 2003 were $248,000 and $46,250,
respectively.
The Audit Committee considered whether the services described above,
including all non-audit services rendered to the Fund, the Adviser or an
affiliate of the Adviser that provides ongoing services to the Fund, were
compatible with maintaining the independence of PwC. The Audit Committee
pre-approves: (i) all audit and non-audit services to be rendered to the Fund by
PwC; and (ii) all non-audit services relating to the operations and financial
reporting of the Fund provided by PwC to the Adviser or any affiliate thereof
that provides ongoing services to the Fund (collectively, "Covered Services").
The Audit Committee has adopted pre-approval procedures authorizing a member of
the Audit Committee to pre-approve from time to time, on behalf of the Audit
Committee, all Covered Services to be provided by PwC which are not otherwise
pre-approved at a meeting of the Audit Committee, provided that such delegate
reports to the full Audit Committee at its next meeting. The pre-approval
procedures do not include delegation of the Audit Committee's responsibilities
to management. Pre-approval has not been
11
waived with respect to any of the services described above since the date on
which the Audit Committee adopted its current pre-approval procedures.
ADDITIONAL INFORMATION
OTHER MATTERS
The Board of Directors of the Fund knows of no matters to be presented at
the Meeting other than those specified in the accompanying Notice of Annual
Meeting. However, if any other matter is properly presented before the Meeting,
it is the intention of the persons named as proxies to vote in accordance with
their best judgment.
EXPENSES
The Fund will bear the expense of the Meeting, including preparation,
printing and mailing of the enclosed form of proxy and accompanying Notice of
Annual Meeting and this Proxy Statement. The Fund, upon request, will reimburse
banks, brokers and others for their reasonable expenses in forwarding proxy
solicitation material to the beneficial owners of the Fund's common stock. In
order to obtain the necessary quorum at the Meeting, supplementary solicitation
may be made by mail, telephone or personal interviews by officers or employees
of the Fund and/or Adviser, or their affiliates.
VOTE REQUIRED
The election of Directors for the Fund requires a plurality of the votes
cast at the Meeting by the shareholders of the Fund. The following principles of
Maryland law apply to the voting of shares of common stock at the Meeting. The
presence in person or by proxy of shareholders entitled to vote a majority of
the outstanding shares will constitute a quorum. Shares represented by proxy or
in person at the Meeting, including shares represented by proxies that reflect
abstentions and broker non-votes (hereinafter defined), will be counted as
present in the determination of a quorum. With respect to the election of
directors, an abstention does not constitute a vote "for" or "against" and will
be disregarded in calculating the votes cast as to such matter, and "broker
non-votes" (I.E., where a broker or nominee submits a proxy specifically
indicating the lack of discretionary authority to vote on a matter) will be
treated in the same manner as abstentions. It is anticipated that votes will be
tabulated by EquiServe Trust Co., N.A., the Funds' transfer agent.
PROPOSALS FOR 2005 MEETING
Any proposals of shareholders that are intended to be presented at the
Fund's 2005 Annual Meeting of Shareholders must be received at such Fund's
principal executive offices no later than December 6, 2004, and must comply with
all other legal requirements in order to be included in the Fund's proxy
statement and form of proxy for that meeting.
The persons named as proxies for the 2005 Annual Meeting of Shareholders
will, with respect to the proxies in effect at such meeting, have discretionary
authority to vote on any matter presented by a shareholder for action at that
meeting unless the Fund receives notice of the matter by February 19, 2005. If
the Fund receives such timely notice, these persons will not
12
have this authority except as provided in the applicable rules of the Securities
and Exchange Commission.
New York, New York By Order of the Board of Directors of
April 5, 2004 The Zweig Fund, Inc.
DANIEL T. GERACI,
PRESIDENT
13
EXHIBIT A
THE ZWEIG FUND, INC.
AUDIT COMMITTEE CHARTER
(SEPTEMBER 2003)
I. Purpose
A. The Audit Committee is appointed by the Board of Directors (the
"Board") of The Zweig Fund, Inc. (the "Fund") for the following
purposes:
1. to oversee the accounting and financial reporting processes of
the Fund and its internal controls and, as the Audit Committee
deems appropriate, to inquire into the internal controls of
certain third-party service providers;
2. to oversee the quality and integrity of the Fund's financial
statements and the independent audit thereof;
3. to oversee, or, as appropriate, assist Board oversight of, the
Fund's compliance with legal and regulatory requirements that
relate to the Fund's accounting and financial reporting, internal
controls and independent audits; and
4. to approve, prior to the appointment, the engagement of the
Fund's independent auditor and, in connection therewith, to
review and evaluate the qualifications, independence and
performance of the Fund's independent auditor.
B. While the Audit Committee has the responsibilities and powers set
forth in this Charter, it is not the duty of the Audit Committee to
plan or conduct audits or to determine that the Fund's financial
statements are complete and accurate and are in accordance with
generally accepted accounting principles. This is the responsibility
of the Fund's investment adviser ("Management") and the independent
auditor. Nor is it the duty of the Audit Committee to assure
compliance with laws and regulations and/or the Fund's Code of Ethics.
II. Audit Committee Structure, Composition and Operations
A. The Audit Committee shall consist of at least three members, all of
whom shall be directors of the Fund. Each member of the Audit
Committee shall be appointed by the full Board.
B. The members of the Audit Committee shall meet the independence and
experience requirements of the New York Stock Exchange. All members of
the Audit Committee must have been determined by the Board to be
"financially literate" as required by the New York Stock Exchange
Listed Company Manual.
A-1
C. All members of the Audit Committee shall meet the "independence"
requirement of Rule 10A-3(b)(1) under the Securities Exchange Act of
1934. None of the members of the Audit Committee shall be an
"interested person" of the Fund, as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended.
D. The Audit Committee shall meet on a regular basis and at least 4 times
annually, although it may hold special meetings as it deems necessary
or advisable. The chair or a majority of the members shall be
authorized to call a meeting of the Audit Committee and send notice
thereof.
E. The Audit Committee shall ordinarily meet in person. However,
individual members may attend telephonically, and entire meetings may
be held by telephone conference. The Audit Committee may act by
written consent of the members to the extent permitted by law and the
Fund's bylaws.
F. The Audit Committee may select one of its members to be the chair and
may also select one of its members to be a vice chair.
G. A majority of the members of the Audit Committee shall constitute a
quorum for the transaction of business at any meeting of the Audit
Committee. The action of a majority of the members of the Audit
Committee at a meeting at which a quorum is present shall be the
action of the Audit Committee.
III. Authority, Responsibilities and Duties
The Audit Committee shall have the following responsibilities and duties.
The Board has granted the Audit Committee the authority to fully and
effectively carry out these responsibilities and duties and will provide
the Audit Committee with sufficient funding to competently perform all of
the following, including, without limitation, funding (i) for ordinary
administrative expenses, (ii) to appropriately compensate advisors employed
by the Audit Committee, and (iii) to compensate the Fund's independent
auditor.
A. The Audit Committee shall report regularly to the full board of
directors.
B. The Audit Committee may request any officer or employee of the Fund,
counsel to the independent directors, the Fund's outside counsel and
independent auditor to attend a meeting of the Audit Committee or to
meet with any members of, or consultants to, the Audit Committee. The
Audit Committee shall meet separately, periodically with Management,
with internal auditors (or other personnel responsible for the
internal audit function) and with independent auditors.
C. The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Audit Committee as it
deems necessary to carry out its duties.
A-2
D. The Audit Committee shall be directly responsible for the appointment,
compensation, retention and oversight (including resolution of
disagreements between Management and the auditor regarding financial
reporting) of any registered public accounting firm engaged for the
purpose of preparing or issuing an audit report or performing other
audit, review or attest services for the Fund. Each such registered
public accounting firm shall report directly to the Audit Committee
and shall be ultimately responsible to the Audit Committee and the
Board.
1. This power shall include the authority to establish the scope of
services, including non-audit related services to the Fund or
Management, to be provided by the independent auditor and to
approve all fees paid to the independent auditor.
2. After the Audit Committee has selected the independent auditor,
its selection will be ratified by the Fund's independent
directors.
E. The Audit Committee shall review the annual audited financial
statements with Management and the independent auditor, including
major issues regarding the accounting and auditing principles and
practices and including any related disclosures.
F. The Audit Committee shall confer with the Board annually regarding the
Board's determination of (i) whether any member of the Audit Committee
has accounting or related financial management expertise, as required
by Section 303.01(B)(2)(c) of the New York Stock Exchange Listed
Company Manual, and (ii) whether the Audit Committee includes an
"audit committee financial expert" as defined in the instructions to
Item 3 on SEC Form N-CSR.
G. The Audit Committee shall review an analysis prepared by management
and the independent auditor of significant financial reporting issues
and judgments made in connection with the preparation of the Fund's
financial statements.
H. The Audit Committee shall review major changes to the Fund's auditing
and accounting principles and practices as suggested by the
independent auditor or Management.
I. The Audit Committee shall receive periodic written reports (on not
less than an annual basis) from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if
so determined by the Audit Committee, recommend that the Board take
action to satisfy itself of the independence of the auditor. Such
reports shall address any relationships between the independent
auditors and the Fund or affiliated persons of the Fund.
A-3
1. In connection with this review, the Audit Committee will review
all non-audit services to the Fund or Management performed by the
independent auditor and the fees earned for such services.
J. The Audit Committee shall receive annual written reports from the
independent auditor describing (i) the Fund's internal quality-control
procedures, and (ii) any material issues raised by the most recent
internal quality-control review of the Fund or by any governmental or
professional authorities, within the preceding five years, respecting
the one or more independent audits carried out by the Fund and any
steps taken to deal with any such issues.
K. The Audit Committee shall discuss and review the Fund's policies with
respect to risk assessment and risk management.
L. The Audit Committee shall evaluate together with the Board the
performance of the independent auditor and, if so determined by the
Audit Committee, recommend that the Board replace the independent
auditor.
M. The Audit Committee shall meet with the independent auditor prior to
the audit to review the planning and staffing of the audit.
N. The Audit Committee shall discuss with the independent auditor the
matters required by Statement on Auditing Standards No. 61 (as amended
by Statement on Auditing Standards No. 90) relating to the conduct of
the audit and shall review with the independent auditor any problems
or difficulties the auditor may have encountered and any management
letter provided by the auditor and the Fund's response to that letter.
Such review should include any difficulties encountered in the course
of the audit work, including any restrictions on the scope of
activities or access to required information.
O. The Audit Committee shall review with the Fund's principal executive
officer and principal financial officer in connection with their
annual certifications on Form N-CSR any significant deficiencies or
material weaknesses in the design or operation of the Fund's
disclosure controls and procedures and any reported evidence of fraud
involving Management or other employees who have a significant role in
the Fund's disclosure controls and procedures.
P. The Audit Committee shall prepare or cause to be prepared the report
of the Audit Committee required by the rules of the Securities and
Exchange Commission to be included in the Fund's annual proxy
statement.
Q. The Audit Committee shall review with counsel legal matters that may
have a material impact on the financial statements, the Fund's
compliance policies and any material reports or inquiries received
from regulators or government agencies.
A-4
R. The Audit Committee shall establish procedures for the receipt,
retention, and treatment of complaints received by the Fund relating
to the Fund's accounting, internal accounting controls, and auditing
matters. Such procedures shall include procedures for the
confidential, anonymous submission by officers and employees of the
Fund or Management of concerns related to questionable accounting or
auditing matters of the Fund.
1. The Audit Committee shall have the authority to investigate, or
to initiate an investigation of improprieties or suspected
improprieties in connection with the Fund's accounting or
financial reporting.
2. The Audit Committee shall confer with the Board regarding the
Fund's and Management's approach to the Securities and Exchange
Commission's standards of professional conduct for attorneys
adopted under Section 307 of the Sarbanes-Oxley Act of 2002.
S. The Audit Committee shall review with the independent auditor any
audit problems or difficulties and management's response.
T. The Audit Committee shall review any proposed hiring of employees or
former employees of the independent auditor by Management.
U. The Audit Committee shall perform such other functions and have such
powers as may be necessary or appropriate in the efficient and lawful
discharge of the foregoing.
IV. Annual Performance Evaluation
The Audit Committee shall perform a review and evaluation, at least
annually, of the performance of the Audit Committee and its members,
including a review of the compliance of the Audit Committee with this
Charter. In addition, the Audit Committee shall review and reassess, at
least annually, the adequacy of this Charter and recommend to the Board any
improvements to this Charter that the Audit Committee considers necessary
or valuable. The Audit Committee shall conduct such evaluations and reviews
in such manner as it deems appropriate. The Board shall adopt and approve
this Charter and may amend it as the Board deems appropriate.
A-5
EXHIBIT B
THE ZWEIG FUND, INC.
NOMINATING COMMITTEE CHARTER
PURPOSE
The purposes of the Committee are to identify individuals qualified to become
Board members and to recommend that the Board select particular director
nominees.
COMMITTEE COMPOSITION
The Committee shall be composed of three (3) or more members of the Board of
Directors of the Fund, each of whom shall be an Independent Director and not an
interested person (as such term is defined by section 2(a)(19) of the Investment
Company Act of 1940, as amended (the "1940 Act")). The Board shall select the
members of the Committee. Other directors of the Fund, while not serving as
members of the Committee, nonetheless may have a role in the nominating process
by identifying and recommending potential candidates to the Committee for its
consideration, and by otherwise assisting the Committee in the discharge of its
responsibilities.
BOARD NOMINATIONS
1. The Committee shall recommend to the Board director nominees for election
at the Stockholders' annual meeting. Additionally, in the event of any
vacancies on or additions to the Board, the Committee shall evaluate the
qualifications of candidates and make nominations for membership on the
Board. The Committee may also recommend that a vacancy in the membership of
the Board not be filled based on the then current Board's size, composition
and structure. In carrying out its responsibilities under this paragraph,
the Committee shall have sole authority to retain and terminate any search
firm to be used to identify director candidates, including sole authority
to approve the search firm's fees and other retention terms.
2. Persons nominated as Independent Directors may not be "interested persons"
of the Fund as that term is defined in the 1940 Act. With respect to such
nominees, the Committee shall carefully evaluate their independence from
any investment adviser or other principal service provider to the Fund. The
Committee shall also consider the effect of any relationships beyond those
delineated in the 1940 Act that might impair the independence of a
prospective Independent Director.
3. In assessing the qualifications of a potential candidate for Independent
Director membership on the Board, the Committee shall consider such other
factors, as it may deem relevant.
B-1
COMMITTEE NOMINATIONS
1. The Committee shall review and make recommendations from time to time to
the Board regarding the nature and duties of Board committees, including:
(i) committee member qualifications; (ii) committee member appointment,
removal or replacement in the event of a vacancy; (iii) committee structure
and operations (including authority to delegate to subcommittees); and (iv)
committee reporting to the Board.
2. The Committee shall make recommendations to the Board concerning the
responsibilities or establishment of Board committees.
OTHER POWERS AND RESPONSIBILITIES
1. The Committee shall meet as necessary in connection with any vacancy on or
addition to the Board and otherwise from time to time as it deems
appropriate to perform its responsibilities.
2. The Committee shall have the resources and authority appropriate to
discharge its responsibilities. It shall consult with counsel to the Fund
concerning the requirements of the 1940 Act applicable to the selection and
qualification of Independent Directors.
3. The Committee shall recommend to the Board any revisions or modifications
to this Charter that the Committee deems necessary or appropriate to the
effective exercise of its responsibilities.
4. The Committee shall prepare and maintain minutes of the resolutions adopted
at all meetings and provide copies thereof to the Board within a reasonable
period of time following each meeting.
Dated: February 18, 2004
B-2
EXHIBIT C
AMENDED AND RESTATED SERVICING AGREEMENT
THIS AMENDED AND RESTATED SERVICING AGREEMENT (the "Agreement") is made and
entered into as of the 2nd day of March, 2004 by and between Phoenix/Zweig
Advisers LLC, a Delaware limited liability company (the "Company") and Zweig
Consulting LLC, a New York limited liability company ("Zweig").
WHEREAS pursuant to an Acquisition Agreement (the "Acquisition Agreement")
by and among Zweig/Glaser Advisers, a New York general partnership, Zweig
Advisors Inc., a Delaware corporation and Zweig Total Return Advisors, Inc., a
Delaware corporation (collectively, the "Predecessor Company"), Phoenix
Investment Partners, Ltd., a Delaware corporation ("Phoenix") and the other
parties thereto, Phoenix acquired the Predecessor Company on March 1, 1999
(initially capitalized terms defined in the Acquisition Agreement and not
otherwise defined herein are used herein with such defined meanings);
WHEREAS prior to the Closing, Martin E. Zweig (the "President") provided
certain services to the Predecessor Company, and Phoenix and the Predecessor
Company were desirous of continuing to receive such services following the
Closing, and the President indicated to Phoenix and the Predecessor Company that
he and his designated research associates (the "Associates") would continue to
provide the Predecessor Company and its Affiliates with such services following
the Closing;
WHEREAS in connection with the foregoing, Zweig entered into this Agreement
with the Predecessor Company, dated as of March 1, 1999, which became effective
on the Closing Date for an initial three year term, and this Agreement was
thereafter continued until the date hereof by the agreement of Zweig and the
Company (which was the successor to the Predecessor Company on or about December
31, 1999) with respect to such continuation;
WHEREAS since the Closing, the Predecessor Company or the Company has
served as the investment adviser with respect to The Zweig Fund, Inc. and The
Zweig Total Return Fund, Inc. (each, a "Fund" and collectively "Funds"),
closed-end funds traded on the New York Stock Exchange, and pursuant to this
Agreement Zweig has provided investment subadvisory services with respect to
each Fund (with this Agreement having at all relevant times been approved by the
board of directors of each Fund, and having been initially approved by the
shareholders of each Fund, in each such case as an investment subadvisory
agreement with respect to such Fund in accordance with the requirements of the
Investment Company Act of 1940);
WHEREAS, the Company recognizes the importance that the Funds' portfolio
management process reflect the asset allocation techniques of Zweig; and
WHEREAS the Company and Zweig desire to continue the Servicing Agreement
from and after the date hereof on the terms set forth herein, and to amend and
restate the Servicing Agreement as set forth herein to provide for an additional
Term (as defined herein) and to reflect the other terms and conditions set forth
herein (and this amendment and restatement has been approved by the board of
directors of each Fund in accordance with the requirements of the Investment
Company Act of 1940 insofar as this Agreement relates to such Fund).
C-1
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto, intending to be legally bound, agree as follows (which
amended and restated terms shall supercede in their entirety the terms set forth
in the Servicing Agreement prior to this amendment and restatement):
1. SERVICES
1.1 During the Term, Zweig and the President agree that the President and
the Associates will devote their skill and approximately one-half of their full
working time consistent with the practices of Zweig prior to the date hereof, to
the business and affairs of the Company and its Affiliates and to the promotion
of its and their interests, in particular (i) performing asset allocation
research and analysis and providing advice thereon at a level and in a manner
consistent with the practices of Zweig and the Company prior to the date hereof,
(ii) playing an active role in collaborating with the Company's portfolio
management team on a frequent basis regarding the investment advisory services
provided by the Company to the Funds in the Company's capacity as investment
adviser to the Funds and, in particular, advising the Company on the methodology
and process utilized by the Company's portfolio management team for purposes of
selecting individual securities that will be purchased and sold by the Funds,
and actively reviewing the Funds' portfolios with respect to the individual
securities that have been purchased and sold by the Funds (it being understood
that, except to the extent that its fiduciary duties and/or obligations under
its investment advisory agreement with a Fund may otherwise require, the Company
intends to follow Zweig's recommendations with respect to the methodology and
process utilized by the Company's portfolio management team for purposes of
selecting individual securities that will be purchased and sold by the Funds),
(iii) the President, together with such of the Associates as any such board may
request, meeting with the boards of directors of the Funds (in person and/or
telephonically) at such times as they may request (including without limitation
attendance at meetings of such boards of directors, to the extent so requested
by such boards of directors), and participating (in person and/or
telephonically) at the annual and any special meetings of shareholders of the
Funds, (iv) collaborating with the Company on an active basis with respect to
strategic and other Fund-related matters, and (v) in the event that Carlton Neel
is no longer serving as the Company's portfolio manager with respect to the
Funds for any reason, the President advising the board of directors of each Fund
with respect to Zweig's approval or disapproval of such replacement portfolio
manager of the Company with respect to such Fund as is proposed by the Company
to replace Carlton Neel (the "Services"). The Services will be performed by the
President and the Associates in a manner and at a level consistent with the
practices of Zweig and the Company prior to the date hereof.
1.2 The Services will be provided to the Company and its Affiliates during
normal business hours at the offices of the Company in New York City or at such
other times and places as Zweig may reasonably determine, taking into account
the nature, exigencies and reasons for the assistance required.
1.3 For so long as this Agreement remains in effect with respect to one or
both of the Funds, (i) the Company agrees that neither it nor any of its
Affiliates shall, directly or indirectly, employ or seek to employ any employee
of Zweig or any of its Affiliates, or any person who was such an employee of
Zweig or any of its Affiliates at any time during the twelve months preceding
such action by the Company or its Affiliates, nor seek to persuade any such
employee or former employee to become employed by any direct or indirect
competitor of Zweig or any of
C-2
its Affiliates, and (ii) Zweig and the President agree that neither they nor any
of their respective Affiliates shall, directly or indirectly, employ or seek to
employ any employee of the Company or any of its Affiliates, or any person who
was such an employee of the Company or any of its Affiliates at any time during
the twelve months preceding such action by Zweig, the President or their
respective Affiliates, nor seek to persuade any such employee or former employee
to become employed by any direct or indirect competitor of the Company or any of
its Affiliates; PROVIDED that nothing contained in this Section 1.3 shall
prohibit employment advertisements in mass media (or similar general
solicitations available to the public at large and not targeted at particular
individuals); and PROVIDED, FURTHER, that the restrictions set forth in this
Section 1.3 shall not apply in respect of secretaries or other persons holding
similar responsibilities that are primarily clerical in nature.
2. TERM
2.1 This Agreement shall remain effective from and after the date hereof
until the third anniversary of the date hereof (the "Term") or such earlier date
as provided in Section 2.2; PROVIDED, HOWEVER, that, with respect to a
particular Fund (and Services being performed by Zweig hereunder with respect to
such Fund), this Agreement shall terminate automatically on the first March 1
during the Term (if any) at which the continuation of this Agreement with
respect to such Fund has not been specifically approved on or prior to such
March 1 in accordance with the requirements of the Investment Company Act of
1940 by (i) a majority of such Fund's outstanding voting securities or a
majority of its board of directors and (ii) a majority of the directors who are
not "interested persons", as defined in the Investment Company Act of 1940, cast
in person at a meeting called for the purpose of voting on such approval; and
PROVIDED, FURTHER, that this Agreement shall terminate immediately in full at
such time (as any) as it has been terminated with respect to both Funds.
2.2 The Company may terminate this Agreement immediately in full (i) for
Cause (as defined below) or (ii) in the event of the President's death or
Disability (as defined below). With respect to a particular Fund, this Agreement
(and Services being performed by Zweig hereunder with respect to such Fund) may
be terminated at any time (with or without Cause), without payment of any
penalty, by (i) the board of directors of that Fund, or (ii) by a vote of a
majority (as defined in the Investment Company Act of 1940) of the outstanding
voting securities of that Fund, in either such case upon not less than sixty
(60) day's written notice. This Agreement shall automatically terminate in full
in the event of its assignment, within the meaning of the Investment Company Act
of 1940, unless such automatic termination shall be prevented by an exemptive
order of the Securities and Exchange Commission, and shall automatically
terminate with respect to a particular Fund (and Services being performed by
Zweig hereunder with respect to such Fund) upon the termination of such Fund's
investment advisory agreement with the Company.
2.3 Upon termination of this Agreement in full pursuant to Section 2.2
hereof or Section 2.5 hereof, the Company's payment to Zweig of fees earned by
Zweig under this Agreement to the date of such termination shall be in full
satisfaction of all claims against the Company under this Agreement. Upon
termination of this Agreement with respect to a particular Fund pursuant to
Section 2.2 hereof, the Company's payment to Zweig of fees earned by Zweig under
this Agreement with respect to such Fund to the date of such termination shall
be in full satisfaction of all claims against the Company under this Agreement
relating to such termination with
C-3
respect to such Fund (provided that, if this Agreement shall also terminate
in full as a result of such termination with respect to such particular Fund,
then this sentence shall not require a separate payment to Zweig, and the
first sentence of this Section 2.3 shall instead apply to such termination of
this Agreement in full).
2.4 (i) For purposes of this Agreement, "Cause" shall mean a reasonable
determination made by the Chief Executive Officer of Phoenix that: (a) Zweig has
willfully neglected its assigned duties with the Company, which neglect has
continued for a period of at least thirty (30) days after a written notice of
such neglect was delivered to the President specifying the claimed neglect, (b)
the President has been enjoined (other than temporary suspensions of not more
than ninety-one (91) days) by the Securities and Exchange Commission, the
National Association of Securities Dealers, Inc. or any other industry
regulatory authority from working in the investment advisory or securities
industry, (c) the President has been convicted by a court of competent
jurisdiction of, or has pleaded guilty or NOLO CONTENDRE to, any felony or
misdemeanor involving an investment or investment-related business, or (d) Zweig
has engaged in a continuing violation of a material provision of this Agreement,
which violation has continued for a period of at least thirty (30) days after a
written notice of such violation was delivered to the President specifying the
claimed violation.
(ii) For purposes of this Agreement, "Disability" shall mean the
President's inability to perform the Services he is required to perform under
this Agreement by reason of sickness, accident, injury, illness or any similar
event and which condition has existed for at least 180 consecutive days, or for
such shorter periods aggregating 180 days during any twelve month period.
2.5 Zweig may terminate this Agreement immediately in full if (a) the
Company has been enjoined (other than temporary suspensions of not more than
ninety-one (91) days) by the Securities and Exchange Commission, the National
Association of Securities Dealers, Inc. or any other industry regulatory
authority from acting as an investment adviser to the Funds or (b) the Company
has engaged in a continuing violation of a material provision of this Agreement,
which violation has continued for a period of at least thirty (30) days after a
written notice of such violation was delivered to the Company specifying the
claimed violation, or (c) Zweig reasonably determines that, as a result of new
regulatory requirements or developments applicable to persons or entities
engaged (or affiliated with those engaged) in the business of acting as
investment advisers to and/or sponsors of collective investment vehicles that
are exempt from registration under the Investment Company Act of 1940, Zweig's
continued performance of its Services under this Agreement would have a material
adverse effect upon the business of Zweig's Affiliates.
3. COMPENSATION
3.1 For so long as this Agreement remains in effect with respect to a
Fund, for the Services to be provided by Zweig under this Agreement with respect
to such Fund the Company will pay Zweig an annual fee (the "Fees") equal to
forty percent (40.0%) of the investment advisory fees actually received by the
Company from such Fund in respect of investment advisory services performed by
the Company for such Fund (which shall in no
C-4
event be deemed to include administration, servicing, distribution or other fees
that may be received by the Company from such Fund); PROVIDED, HOWEVER, that the
aggregate Fees payable by the Company to Zweig hereunder in respect of the
twelve-month period ending on March 1, 2005 shall not be less than $3,000,000
if:
(i) Both Funds remain closed-end investment companies (within the
meaning of the Investment Company Act of 1940) for the entirety of such
12-month period; PROVIDED, HOWEVER, that, in the event a Fund ceases to be
a closed-end investment company with an effective date (for such
open-ending) prior to March 1, 2005, the minimum Fee requirement set forth
in this Section 3.1 above shall still apply in respect of such 12-month
period, but such $3,000,000 level shall be adjusted as follows: the
$3,000,000 shall be bifurcated between the Funds in proportion to their
respective aggregate net assets as of the last business day immediately
prior to the effective date for such open-ending, such that (a) the portion
of the $3,000,000 relating to the Fund that continues to be a closed-end
investment company will continue to apply in full in respect of such
12-month period, and (b) the portion of the $3,000,000 relating to the Fund
that ceases to be a closed-end investment company shall no longer apply for
that portion of such 12-month period falling on or after the effective date
of such open-ending (provided that a ratable portion thereof shall continue
to apply in respect of that portion of such 12-month period falling prior
to the effective date of such open-ending, based upon the number of days
elapsed in such 12-month period falling prior to such effective date);
(ii) Zweig continues to provide Services to the Company hereunder
with respect to both Funds for the entirety of such 12-month period;
PROVIDED, HOWEVER, that, in the event Zweig ceases to provide Services to
the Company with respect to a Fund prior to March 1, 2005, the minimum Fee
requirement set forth in this Section 3.1 above shall still apply in
respect of such 12-month period, but such $3,000,000 level shall be
adjusted as follows: the $3,000,000 shall be bifurcated between the Funds
in proportion to their respective aggregate net assets as of the last
business day immediately prior to the cessation of Zweig's Services
provided to the Company with respect to such Fund, such that (a) the
portion of the $3,000,000 relating to the Fund with respect to which Zweig
continues to provide Services hereunder will continue to apply in full in
respect of such 12-month period, and (b) the portion of the $3,000,000
relating to the Fund with respect to which Zweig ceases to provide Services
hereunder shall no longer apply for that portion of such 12-month period
falling on or after the effective date of such cessation of Zweig's
Services hereunder with respect to such Fund (provided that a ratable
portion thereof shall continue to apply in respect of that portion of such
12-month period falling prior to the effective date of such cessation of
Services hereunder, based upon the number of days elapsed in such 12-month
period falling prior to such effective date); and
(iii) The Company's effective advisory fee rate (after taking into
account any waivers, reimbursements or other reductions) remains 0.85% per
annum with respect to The Zweig Fund, Inc. and 0.70% with respect to The
Zweig Total Return Fund, Inc. for the entirety of such 12-month period;
PROVIDED, HOWEVER, that, in the event the
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Company's effective advisory fee rate with respect to a Fund is reduced
from such stated percentage prior to March 1, 2005 (other than as a result
of any reductions offered by the Company to the Funds primarily for reasons
unrelated to these Funds in particular), the minimum Fee requirement set
forth in this proviso shall still apply in respect of such 12-month period,
but such $3,000,000 dollar level shall be ratably reduced (based upon the
ratio of gross advisory fees that the Company would have received from such
Fund absent such reduction in effective fee rate to the gross advisory fees
that the Company in fact receives after taking into account such reduction)
to reflect that portion of such 12-month period for which the Company's
effective advisory fee rate with respect to such Fund is less than such
stated percentage;
and PROVIDED, FURTHER, that, in the event the Company's effective advisory fee
rate with respect to a Fund (after taking into account any waivers,
reimbursements or other reductions) is reduced in respect of the 12-month period
ending on March 1, 2006 to below 0.85% per annum, in the case of The Zweig Fund,
Inc., or 0.70% per annum, in the case of The Zweig Total Return Fund, Inc., in
either such case as a result of any reduction thereto offered by the Company to
such Fund primarily for reasons unrelated to such Fund in particular, then for
any portion of such 12-month period during which Zweig provided Services to the
Company hereunder with respect to such Fund whose effective advisory fee rate
was so reduced, the Company will pay Zweig an increased percentage of the
investment advisory fees actually received by the Company from such Fund such
that Zweig receives the same dollar amount of Fees from the Company for such
period during which Zweig performed Services for the Company hereunder with
respect to such Fund as Zweig would have received from the Company hereunder
with respect to such Services absent such reduction in effective fee rate
offered by the Company to such Fund.
The Fees with respect to a Fund shall be paid by the Company to Zweig not later
than five (5) business days following the Company's receipt of the related
investment advisory fees from such Fund.
3.2 The Company shall provide or share with Zweig research information,
benefits and services, as defined in Section 28(e) of the Securities Exchange
Act of 1934, that results, from brokerage transactions implemented by the
Company for the benefit of the Funds.
3.3 The Company shall not have any liability with respect to the
compensation of employees retained by Zweig or by any affiliated entities.
3.4 Subject to the Company's compliance with the provisions of Section 2.3
hereof, upon termination of this Agreement for any reason, the Company shall
have no further obligations under this Agreement, but Zweig shall continue to be
bound by Section 4 and the Company shall continue to be bound by Section 5
hereof.
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4. CONFIDENTIALITY OF ZWEIG
4.1 Zweig shall not at any time during the period of its engagement with
the Company hereunder or after the termination thereof directly or indirectly
divulge, furnish, use, publish or make accessible to any person or entity any
Confidential Information (as hereinafter defined) except in connection with the
performance of its duties hereunder. Any records of Confidential Information
prepared by Zweig or which come into its possession during the term of this
Agreement are and remain the property of the Company or its Affiliates, as the
case may be, and upon termination of the engagement all such records and copies
thereof shall be either left with or returned to such entity. Confidential
Information may be shared among the President and Associates or other employees
of entities controlled by the President on a need to know basis for purposes of
providing the Services to the Company and its Affiliates hereunder. Such
Associates and any other employees shall be informed of the confidential nature
of such Confidential Information, the President shall direct such Associates and
any other employees to treat such information confidentially and the President
will be responsible for any breach of this Section 4.1 by himself and by any
persons to whom the President provides any Confidential Information.
Notwithstanding anything contained herein to the contrary, the Company
acknowledges that services overlapping or similar to the Services provided by
Zweig, the President and the Associates hereunder are also performed on behalf
of the Affiliates of Zweig and such Services are often not exclusively performed
by Zweig, the President and the Associates for the Company. Consequently, the
work product resulting from the Services is often generated on behalf of both
the Company and its Affiliates and the Affiliates of Zweig and is shared among
the employees of these entities (the "Shared Work Product"). The Company further
acknowledges that the Confidential Information that generates such Shared Work
Product may become known to the employees of Zweig's Affiliates. The Company
hereby agrees that the disclosure of Confidential Information to the employees
of the Zweig Affiliates who shall be deemed employees covered by the fourth
sentence of this Section 4.1, to the extent such disclosure is necessary to
generate any Shared Work Product, and the use of Shared Work Product by the
employees of the Zweig Affiliates, shall in no event be deemed a breach of this
Agreement.
4.2 The term "Confidential Information" includes, but is not limited to,
the following items, whether existing now or created in the future and whether
or not subject to trade secret or other statutory protection: (a) all knowledge
or information concerning the business, operations and assets of the Company and
its Affiliates which is not readily available to the public, such as: internal
operating procedures; investment strategies; sales data and customer and client
lists; financial plans, projections and reports; and investment company
programs, plans and products; (b) all property owned, licensed and/or developed
for the Company and/or its Affiliates or any of their respective clients and not
readily available to the public, such as computer systems, programs and software
devices, including information about the design, methodology and documentation
therefor; (c) information about or personal to the Company's and/or its
Affiliates' clients; (d) information, materials, products or other tangible or
intangible assets in the Company's and/or its Affiliates' possession or under
any of their control which is proprietary to, or confidential to or about, any
other person or entity; and (e) records and repositories of all of the
foregoing, in whatever form maintained.
C-7
The foregoing notwithstanding, the following shall not be considered
Confidential Information: (aa) general skills and experience gained by providing
service to the Company; (bb) information publicly available or generally known
within the Company's trade or industry; (cc) information independently developed
by the president or the Associates other than in the course of the performance
of their duties which are exclusive to the Company hereunder; and (dd)
information which becomes available to the President or the Associates on a
non-confidential basis from sources other than the Company or its Affiliates,
PROVIDED, the President or the Associates do not know or have reason to know
that such sources are prohibited by contractual, legal or fiduciary obligation
from transmitting the information. Failure to mark any material or information
"confidential" shall not affect the confidential nature thereof. All the terms
of this Section 4 shall survive the termination of this Agreement. The
obligations hereunder shall be in addition to, and not in limitation of, any
other obligations of confidentiality the President or the Associates may have to
the Company.
4.3 At any time when so requested, and upon termination of the engagement
under this Agreement for any reason whatsoever and irrespective of whether such
termination is voluntary on Zweig's part or not, Zweig will deliver to the
Company all information in its possession (whether or not Confidential
Information) pertaining exclusively to the Company or any of its Affiliates and,
to the extent any such information is Shared Work Product, shall provide copies
to the Company with the understanding that Zweig and its Affiliates shall also
retain copies of such information.
5. CONFIDENTIALITY OF THE COMPANY
5.1 The Company and its Affiliates and their respective employees shall
not at any time during the period of Zweig's engagement with the Company
hereunder or after the termination thereof directly or indirectly divulge,
furnish, use, publish or make accessible to any person or entity any Zweig
Confidential Information (as hereinafter defined). It is expressly understood
that Shared Work Product may be shared among the Company and its Affiliates and
their respective employees. The Company and its Affiliates and their respective
employees shall be informed of the confidential nature of the Zweig Confidential
Information, the Company shall direct such employees to treat such information
confidentially and the Company will be responsible for any breach of this
Section 5.1 by its employees.
5.2 The term "Zweig Confidential Information" includes, but is not limited
to, the following items, whether existing now or created in the future and
whether or not subject to trade secret or other statutory protection: (a) all
knowledge or information concerning the business, operations and assets of Zweig
and its Affiliates which is not readily available to the public, such as:
internal operating procedures; investment strategies; sales data and customer
and client lists; financial plans, projections and reports; and investment
company programs, plans and products; (b) all property owned, licensed and/or
developed for the Zweig and/or its Affiliates or any of their respective clients
and not readily available to the public, such as computer systems, programs and
software devices, including information about the design, methodology and
documentation therefor; (c) information about or personal to Zweig's and/or its
Affiliates' clients; (d) information, materials, products or other tangible or
intangible assets in Zweig's and/or its Affiliates' possession or under any of
their control which is proprietary to,
C-8
or confidential to or about, any other person or entity; and (e) records and
repositories of all of the foregoing, in whatever form maintained.
The foregoing notwithstanding, the following shall not be considered
Zweig Confidential Information: (aa) general skills and experience gained by
providing service to the Company and its Affiliates; (bb) information publicly
available, or generally known within Zweig's trade or industry, (cc) information
independently developed by the Company and its Affiliates and their respective
employees; (dd) information which becomes available to the Company and its
Affiliates and their respective employees on a non-confidential basis from
sources other than Zweig, and (ee) information, materials, property or rights
acquired by Phoenix or any Affiliate thereof pursuant to the Acquisition
Agreement or other written agreements contemplated thereby, PROVIDED the Company
and its Affiliates and their respective employees do not know or have reason to
know that such sources are prohibited by contractual, legal or fiduciary
obligation from transmitting the information. All the terms of this Section 5
shall survive the termination of this Agreement,
6. OWNERSHIP OF DOCUMENTS
All memoranda, papers, letters, notes, notebooks and all copies thereof
relating exclusively to the business or affairs of the Company that are
generated by Zweig or that come. into its possession, in each case in connection
with its performance of Services to the Company under this Agreement, shall be
held by Zweig as the Company property and shall be delivered by Zweig to the
Company as the Company may request. To the extent any such memoranda, papers,
letters, notes and notebooks are the product of Zweig Confidential Information
or are Shared Work Product, the Company understands and agrees that Zweig and
its Affiliates shall also retain copies of such documentation and information.
7. PRIOR NEGOTIATIONS AND AGREEMENTS
This Agreement contains the complete agreement concerning the servicing
arrangement between the parties. This Agreement may only be altered, amended or
rescinded by a duly executed written agreement delivered by each of the parties
hereto.
8. JURISDICTION
This Agreement shall be construed in accordance with and governed by the
laws of the State of New York governing contracts entered into and to be
performed entirely within New York and both parties consent to the jurisdiction
of the courts of New York.
9. PERFORMANCE WAIVERS
Waiver of performance of any obligation by either party shall not
constitute a waiver of performance of any other obligations or constitute future
waiver of the same obligation.
C-9
10. SEVERABILITY
If any section, subsection, clause or sentence of this Agreement shall be
deemed illegal, invalid or unenforceable under any applicable law, actually
applied by any court of competent jurisdiction, such illegality, invalidity or
unenforceability shall not affect the legality, validity and enforceability of
this Agreement or any other section, subsection, clause or sentence thereof.
Where, however, the provisions of any applicable law may be waived, they are
hereby waived by the parties to the full extent permitted by such law to the end
that this Agreement shall be a valid and binding agreement enforceable in
accordance with its terms.
11. ASSIGNMENT
This Agreement shall inure to the benefit of and be binding upon the
Company and its successors (whether direct or indirect, by purchase, merger,
consolidation or otherwise) and assigns, and upon Zweig and its successors and
assigns (whether direct or indirect, by purchase, merger, consolidation or
otherwise). Except as provided in Section 2.2, this Agreement shall not be
assignable by Zweig other than with the express written consent of the Company,
which shall not be unreasonably denied. The reorganization of Zweig and its
affiliated entities, such that the Services of the President and the Associates
are provided through an affiliated entity, shall not constitute a breach,
assignment or termination of this Agreement by Zweig.
12. NOTICES
All notices under this Agreement shall be in writing and shall be deemed to
have been given at the time when mailed by registered or certified mail,
addressed to (i) the address below stated, in the case of notices to Zweig, or
(ii) both of the addresses below stated, in the case of notices to the Company,
in either such case of the party to which notice is given, or to such changed
address or addresses (as applicable) as such party may have fixed by notice:
To the Company: Phoenix/Zweig Advisers LLC
900 Third Avenue
New York, New York 10022
Attention: President
With such notice also sent to:
Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
Attention: Tracy L. Rich, Esq.
Executive Vice President and General Counsel
To Zweig: Zweig Consulting LLC
900 Third Avenue
New York, New York 10022
Attention: Martin E. Zweig
C-10
With such notice also sent to:
KMZ Rosenman
575 Madison Avenue
New York, New York 10022
Attention: Robert E. Smith, Esq.
PROVIDED, HOWEVER, that any notice of change of address shall be effective only
upon receipt.
13. MISCELLANEOUS
The President hereby represents and warrants that this Agreement (i) is
valid, binding and enforceable in accordance with its terms and (ii) does not
conflict with any other agreement to which he is a party, including any
agreement with the Affiliated Investment Partnership Management Companies and
the related investment partnerships and Watermark Securities, Inc.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
PHOENIX/ZWEIG ADVISERS LLC
By: /s/ Daniel T. Geraci
-------------------------
Name: Daniel T. Geraci
Title: President
ZWEIG CONSULTING LLC
By: /s/ Martin E. Zweig
-------------------------
Name: Martin E. Zweig
Title: President
4902-PS-04
C-11
DETACH HERE ZZWF12
THE ZWEIG FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 12, 2004
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned shareholder of The Zweig Fund, Inc., a Maryland
corporation (the "Fund"), hereby appoints DANIEL T. GERACI and CARLTON NEEL,
and each of them, with full power of substitution and revocation, as proxies
to represent the undersigned at the Annual Meeting of Shareholders of the
Fund to be held at 10:00 A.M. at the offices of Katten Muchin Zavis Rosenman,
located at 575 Madison Avenue (between 56th and 57th Streets), 11th Floor,
New York, New York, at any and all adjournments thereof, and to vote at the
Annual Meeting all shares of the Fund which the undersigned would be entitled
to vote, with all powers the undersigned would possess if personally present
in accordance with instructions on the reverse side of this proxy.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF ALL NOMINEES AS DIRECTORS AND IN THE DISCRETION OF THE PROXIES
WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING AND
ANY ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE
ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.
SEE REVERSE (CONTINUED, AND TO BE SIGNED AND DATED ON THE SEE REVERSE
SIDE REVERSE SIDE.) SIDE
THE ZWEIG FUND, INC.
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZZWF11
PLEASE MARK
/X/ VOTES AS IN
THIS EXAMPLE.
1. Election of Directors.
NOMINEES: (01) R. Keith Walton
(02) Alden C. Olson
(03) Daniel T. Geraci
FOR WITHHELD
ALL / / FROM ALL / /
NOMINEES NOMINEES
/ /
------------------------------------------
For all nominee(s) except as written above
2. In their discretion, on such other matters as may properly come
before the meeting and any adjournments thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
Please sign exactly as name or names appear 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.
Signature: Date: Signature: Date:
------------- -------- ------------ --------