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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
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1. Name and address of issuer:
Zweig Series Trust
5 Hanover Square - 17th Floor
New York, NY 10004
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2. Name of each series or class of funds for which this notice is filed:
Zweig Appreciation Fund
Zweig Cash Fund
Government Securities Series
Zweig Managed Assets
Zweig Strategy Fund
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3. Investment Company Act File Number : 811-04116
Securities Act File Number: 2-93538
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4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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5. Check box if this notice is being filed more than 180 days after the close of
the issuer's fiscal year for purposes of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24f-2
declaration:
/ /
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2 in
a prior fiscal year, but which remained unsold at the beginning of the fiscal
year:
-0-
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
-0-
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9. Number and aggregate sale price of securities sold during the fiscal year:
323,862,093 shares $831,883,227
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10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
323,862,093 shares $831,883,227
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see Instruction
B.7):
9,778,893 shares $108,254,262
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$ 831,883,227
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 108,254,262
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(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- 873,816,987
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(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if applicable):
+ 0
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(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2[line (i), plus line (ii), less line
(iii) plus line (iv)] (if applicable):
66,320,502
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x .0003448276
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$22,869.14
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
/checkmark/
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
February 22, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title) Alfred J. Ratcliffe
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First Vice President and Treasurer
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Date February 23, 1996
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[SHEARMAN & STERLING LETTERHEAD]
February 23, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies/Gentlemen:
We have acted as counsel for Zweig Series Trust, a
Massachusetts business trust (the "Trust"). As counsel to the Trust, we are
familiar with the registration of the Trust under the Investment Company Act of
1940, as amended (File No. 811-7777), and the registration of its shares of
beneficial interest designated as Zweig Cash Fund, Government Securities Series,
Zweig Strategy Fund, Zweig Appreciation Fund, and Zweig Managed Assets, each
with no par value (the "Shares"), under the Securities Act of 1933 (the "1933
Act"), pursuant to a registration statement on Form N-1A (File No. 2-93538) (the
"Registration Statement"), including the prospectuses and statements of
additional information dated May 1, 1995 and September 1, 1995, as supplemented
from time to time (hereinafter collectively referred to as the "Prospectuses"),
forming a part thereof.
We have examined and relied upon such corporate records of the
Trust and such other documents and certificates of public officials and officers
and representatives of the Trust as we have deemed necessary and appropriate to
render the opinion expressed herein. With respect to all matters concerning
Massachusetts law, we have relied upon the opinion of Messrs. Lane Altman &
Owens LLP, local counsel to the Trust, an executed copy of which is annexed
hereto as Exhibit A.
On the basis of the foregoing, it is our opinion that:
(i) The 323,862,093 Shares sold and issued by the Trust
during the fiscal year ended December 31, 1995
against receipt of the net asset value of such
Shares, as described in the Prospectuses, were
validly and legally issued, fully paid and
non-assessable under the laws of the Commonwealth of
Massachusetts, except to the extent modified in
paragraph (ii) below.
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Securities and Exchange Commission 2 February 23, 1996
(ii) The Shares are not subject to assessment by or under
the authority of the trustees of the Trust or their
agents. However, under certain circumstances, the
shareholders could be liable for obligations of the
Trust, as disclosed in the statements of additional
information.
This opinion does not extend to the laws of any jurisdiction
other than the laws of the State of New York, the laws of the Commonwealth of
Massachusetts as they apply to business trusts (to the extent of and based upon
the enclosed opinion of Messrs. Lane & Altman) and the federal securities laws.
We consent to filing this opinion with the Securities and
Exchange Commission (the "Commission") in connection with the filing of the
Trust's Rule 24f-2 Notice for the fiscal year ended December 31, 1995. In giving
this consent, we do not hereby admit that we are experts with respect to any
part of the Registration Statement within the meaning of the term "expert" as
used in the 1933 Act or the rules and regulations thereunder.
Very truly yours,
/s/ Shearman & Sterling
Shearman & Sterling
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[LANE ALTMAN & OWENS LLP LETTERHEAD]
February 23, 1996
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Gentlemen:
We understand that the trustees (the "Trustees") of Zweig Series Trust,
formerly Drexel Series Trust, a Massachusetts business trust (the "Trust"),
intend, on or about February 23, 1996, to cause to be filed on behalf of the
Trust a Rule 24f-2 Notice (the "Notice") with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "Act"), with respect to 323,862,093 Shares
of the Trust, constituting equal proportionate transferable units of interest
(the "Shares") in the Zweig Cash Fund, Zweig Appreciation Fund, the Zweig
Strategy Fund, Zweig Managed Assets, and the Government Securities Series
(collectively, the "Series"), sold in reliance upon said Rule 24f-2 during the
Trust's fiscal year ended December 31, 1995.
We have been requested to advise you on certain matters regarding
Massachusetts law. You have provided to us, and we are familiar with, (a) the
Amended and Restated Agreement and Declaration of Trust dated April 29, 1986, as
amended on September 11, 1989, October 4, 1991 and February 12, 1992 (the "Trust
Agreement"), (b) the By-Laws of the Trust in the form most recently provided to
us by you, (c) the Trust's Registration Statement on Form N-1A dated September
25, 1984 (No. 2-93538), as amended through September 1, 1995 and including the
prospectuses forming a part thereof dated July 1, 1990 (including supplements
thereto), April 30, 1991, December 23, 1991, January 28, 1992, May 1, 1992, May
1, 1993, May 1, 1994, May 1, 1995 and September 1, 1995; the prospectus dated
August 19, 1991 regarding the offer for sale of shares of the Zweig Appreciation
Fund; the prospectus dated December 8, 1992 regarding the offer for sale of
shares of Zweig Managed Assets; the prospectus dated May 1, 1994 regarding the
offer for sale of Class M shares of Zweig Cash Fund, and all applicable
Statements of Additional Information of even date therewith (collectively, the
"Registration Statement"), (d) Certificates of Alan R. Cevoli, First Vice
President of the Trust, dated February 11, 1991, October 4, 1991, February 27,
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[LANE ALTMAN & OWENS LETTERHEAD] Shearman & Sterling
February 23, 1996
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1992, February 24, 1993 and February 23, 1994, (e) certificates of Marc Baltuch,
Secretary of the Trust, dated February 21, 1995 and February 22, 1996, and (f)
the form of Rule 24f-2 Notice to be filed by the Trust. In rendering this
opinion we have relied on the above certifications by an officer of the Trust,
including the representation that the Trust has received due consideration for
such Shares in accordance with the provisions of the Registration Statement
and the Trust Agreement. We have assumed, without independent verification, the
genuineness of signatures on and the completeness and authenticity of all
documents or copies furnished to us and that the issuance and sale of the Shares
to which the Notice relates was made in a manner and upon the terms set forth in
the Registration Statement, including any terms or conditions of sales or
underwriting agreements referred to therein.
We are of the opinion that the legal requirements necessary for the
creation of the Trust have been complied with and that the Trust Agreement is
legal and valid.
Under Article III, Section 4 of the Trust Agreement, the Trustees are
empowered, in their discretion, to accept cash or tangible or intangible
personal property or a combination thereof as consideration for the issuance of
Shares. Under Article III, Section 1, it is provided that the number of Shares
authorized to be issued under the Trust Agreement is unlimited.
Further, Article III, Section 7, of the Trust Agreement provides that
neither the Trust, nor the Trustees, nor any officer, employee or agent of the
Trust, shall have the power to bind any shareholder personally or, except as
specifically provided in the Trust Agreement, to call upon any shareholder for
the payment of any sum of money or assessment whatsoever other than such amount
as the shareholder may at any time personally agree to pay by way of
subscription for any Shares or otherwise. Such Section further requires that
every note, bond, contract or other undertaking issued by or on behalf of the
Trust or the Trustees shall include a recitation limiting the obligations
undertaken to be satisfied by the Trust and its assets. Further, Article XI,
Section 3 of the Trust Agreement provides that the assets of any particular
Series of the Trust shall be used to indemnify and hold harmless any
shareholder, or former shareholder, of that Series of the Trust who may be held
personally liable solely by reason of his being, or having been, a shareholder
and further, that, upon request of the shareholder, such Series shall assume the
defense of any such claim and satisfy any judgment related thereto. Thus, the
risk of a shareholder incurring financial loss beyond his investment in the
Trust on account of the shareholder being held personally liable
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[LANE ALTMAN & OWENS LETTERHEAD] Shearman & Sterling
February 23, 1996
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for any agreement, contract or undertaking entered into by the Trust is limited
to circumstances in which the disclaimer set forth in Article III, Section 7 is
deemed to be without effect and the Series of which such person is a shareholder
is unable, financially or otherwise, to satisfy its indemnification obligation
under Article XI, Section 3. To the extent that the Registration Statement
discloses that obligations of the Trust will be limited to those to be satisfied
by the Trust and its assets, each counterparty to a note, bond, contract or
other undertaking issued by or on behalf of the Trust or the Trustees is deemed
to have been given notice of such limitation.
Based on the foregoing, and with respect to Massachusetts law only
(except that such opinion is herein expressed with respect to compliance with
the Massachusetts Uniform Securities Act), to the extent that Massachusetts law
may be applicable, and without reference to the laws of any of the other several
states or of the United States of America, including State and Federal
securities laws, we are of the opinion that: (i) the 323,862,093 Shares to
which the Notice relates, were legally and validly issued and fully paid; and
(ii) Shares, and therefore Shareholders, are not subject to assessment by or
under the authority of the Trustees or their agents. Accordingly, with respect
to any obligations, agreements or contracts entered into by the Trust or
Trustees, the Shares to which the Notice relates are nonassessable, except to
the extent that such characterization may be modified as disclosed in the
foregoing paragraphs and in the Registration Statement with respect to the
potential liability of Shareholders.
No opinion is expressed herewith respecting any matter or question
arising out of, or under, the Securities Act of 1933, as amended, the Investment
Company Act of 1940, as amended, the Securities Exchange Act of 1934, as
amended, or the securities laws of any state or other jurisdiction.
In rendering those opinions set forth above, we have not made
independent inquiry of the Trust's officers or an examination of its records and
have instead relied upon you to provide us with documents and information which
we and you have deemed relevant to the opinions you have requested from us.
You may rely on this opinion in rendering your opinion to be filed with
the commission as part of the Notice, and we consent to the filing of this
opinion as an exhibit to that opinion. In so consenting, we do not hereby admit
that we are experts with
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[LANE ALTMAN & OWENS LETTERHEAD] Shearman & Sterling
February 23, 1996
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respect to any part of the Registration Statement within the meaning of the term
"expert" as used in the Securities Act of 1933 or the rules or regulations
thereunder.
Very truly yours,
/s/ LANE ALTMAN & OWENS LLP
LANE ALTMAN & OWENS LLP
