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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 Growth & Income Fund
Zweig Cash Fund Zweig Managed Assets Zweig
Government Fund 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, 1996
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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:
343,710,075 shares $746,965,264
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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:
343,710,075 shares $746,965,264
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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):
14,668,645 shares $189,913,030
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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):
$ 746,965,264
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 189,913,030
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(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
- 915,126,123
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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): 21,752,171
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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 .0003030303
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:$ 6,591.57
=============
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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).
[X]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
February 20, 1997
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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) /s/ Alfred J. Ratcliffe
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First Vice President and Treasurer
Date February 24, 1997
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[On Shearman & Sterling Letterhead
599 Lexington Avenue
New York, New York 10022]
(212) 848-4000
February 25, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies/Gentlemen:
We have acted as counsel for Zweig Series Trust (the "Trust"), a
Delaware business trust and previously organized as a Massachusetts business
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. 811-4116),
and the registration of its shares of beneficial interest designated as Zweig
Cash Fund, Zweig Government Fund, Zweig Growth & Income Fund, 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 November 1, 1996, as supplemented from time to time (the
"Prospectus"), 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 Lane
Altman & Owens LLP, local counsel to the Trust, an executed copy of which is
annexed hereto as Exhibit A. With respect to all matters concerning Delaware
law, we have relied upon the opinion of Morris, Nichols, Arsht & Tunnell, local
counsel to the Trust, an executed copy of which is annexed hereto as Exhibit B.
On the basis of the foregoing, it is our opinion that the
343,710,075 Shares sold and issued by the Trust during the fiscal year ended
December 31, 1996 against receipt of the net asset value of such Shares, as
described in the Prospectus, were validly and legally issued, fully paid and
non-assessable under the laws of the Commonwealth of Massachusetts or the State
of Delaware, as the case may be.
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Securities and Exchange Commission 2 February 25, 1997
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 or the State of Delaware as they apply to business trusts (to the
extent of and based upon the enclosed opinions of Lane Altman & Owens LLP and
of Morris, Nichols, Arsht & Tunnell, respectively) 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, 1996. 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
PSS/JJD
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[On Letterhead of
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
617/345-9800]
February 24, 1997
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Gentlemen:
We understand that the trustees (the "Trustees") of Zweig Series
Trust (the "Trust"), formerly Drexel Series Trust, a Massachusetts business
trust which was reorganized as a Delaware business trust on April 30, 1996 (the
"Reorganization Date"), intend, on or about February 24, 1997, 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 343,710,075 Shares of the Trust, constituting equal proportionate
transferable units of interest (the "Shares") in the Zweig Cash Fund, Zweig
Appreciation Fund, Zweig Strategy Fund, Zweig Managed Assets, Zweig Growth &
Income Fund and Zweig Government Fund (collectively the "Series"), sold in
reliance upon said Rule 24f-2 during the Trust's fiscal year ended December 31,
1996.
We have been requested to advise you on certain matters regarding
Massachusetts law for that portion of the Trust's fiscal year between January
1, 1996 and the Reorganization Date. You have provided to us, and we arc
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, and terminated as of the Reorganization Date (the
"Massachusetts 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, September
1, 1995 and November 1, 1996; 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, 1992, February
24, 1993 and February 23, 1994, (e) certificates of Marc Baltuch, Secretary of
the Trust, dated February 21, 1995, February 22, 1996 and February 24, 1997,
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
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Shearman & Sterling
February 24, 1997
Page 2
the Trust has received due consideration for the 131,315,364 Shares issued
prior to the Reorganization Date in accordance with the provisions of the
Registration Statement and the Massachusetts 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 as a Massachusetts business trust were complied with and
that the Massachusetts Trust Agreement was legal and valid prior to its
termination as of the Reorganization Date.
Under Article III, Section 4 of the Massachusetts Trust Agreement,
the Trustees were 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 was provided that the
number of Shares authorized to be issued under the Massachusetts Trust
Agreement was unlimited.
Further, Article III, Section 7, of the Massachusetts Trust
Agreement provided that neither the Trust, nor the Trustees, nor any officer,
employee or agent of the Trust, had the power to bind any shareholder
personally or, except as specifically provided in the Massachusetts 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 required that every note, bond, contract or other
undertaking issued by or on behalf of the Trust or the Trustees include a
recitation limiting the obligations undertaken to be satisfied by the Trust and
its assets. Further, Article XI, Section 3 of the Massachusetts Trust
Agreement provided that the assets of any particular Series of the Trust would
be used to indemnify and hold harmless any shareholder, or former shareholder,
of that Series of the Trust who might 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 would 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 for any agreement,
contract or undertaking entered into by the Trust was limited to circumstances
in which the disclaimer set forth in Article III, Section 7 was deemed to be
without effect and the Series of which such person was a shareholder was
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.
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Shearman & Sterling
February 24, 1997
Page 3
Based upon the foregoing, and with respect to Massachusetts law
only (except that no 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 131,315,364
Shares issued between January 1, 1996 and the Reorganization Date (which
131,315,364 Shares are included in the 343,710,075 Shares to which the Notice
relates) were legally and validly issued and fully paid; and (ii) such
131,315,364 Shares, and therefore the holders thereof, 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 131,315,364 Shares issued between January 1,
1996 and the Reorganization Date 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. Nor is any
opinion expressed herein regarding any matter or question arising after the
Reorganization Date.
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 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
SS_NYL2/157598 1
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[On Letterhead of
Morris, Nichols, Arsht & Tunnell
1201 North Market Street
P.O. Box 1347
Wilmington, Delaware 19899-1347]
February 25, 1997
Zweig Series Trust
5 Hanover Square - 17th Floor
New York, New York 10004
Re: Zweig Series Trust
Ladies and Gentlemen:
We have acted as special Delaware counsel to Zweig Series Trust, a
Delaware business trust (the "Trust"), in connection with certain matters
relating to the creation of the Trust and the issuance of Shares of beneficial
interest in the Trust. Capitalized terms used herein and not herein defined
are used as defined in the Agreement and Declaration of Trust of the Trust
dated April 17, 1996 (the "Governing Instrument").
We understand that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "1940 Act"), the Trust registered an
indefinite number of Shares under the Securities Act of 1933, as amended. We
further understand that the Trust is about to file with the Securities and
Exchange Commission a notice pursuant to Rule 24f-2 under the 1940 Act (the
"Notice") making definite the registration of a cumulative total of
343,710,075 shares of beneficial interest of the Trust and of the Zweig Series
Trust, a Massachusetts business trust and the predecessor to the Trust (the
"Predecessor Trust"), sold in reliance upon Rule 24f-2 during the period from
January 1, 1996 through December 31, 1996 and that such cumulative total
represents 212,394,711 shares of beneficial interest of the Trust ("Trust
Shares") sold during the period from May 1, 1996 through December 31, 1996.
In rendering this opinion, we have examined copies of the following
documents, each in the form provided to us: the Certificate of Trust of the
Trust as filed in the Office of the Secretary of State of the State of Delaware
(the "State Office") on April 17, 1996 (the "Certificate"); the Governing
Instrument; the By-laws of the Trust; certain resolutions of the Trustees of
the Trust; two Officer's Certificates of the Trust dated February 24, 1997; and
a certification of good standing of the Trust obtained as of a recent date from
the State Office. In such examinations, we have assumed the genuineness of all
signatures, the conformity to original documents of documents submitted to us
as copies or drafts of documents to be executed, and the
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Zweig Series Trust
February 25, 1997
Page 2
legal capacity of natural persons to complete the execution of documents. We
have further assumed for purposes of this opinion: (i) the due authorization,
execution and delivery by, or on behalf of, each of the parties thereto of the
above-referenced instruments, certificates and other documents, and of all
documents contemplated by the Governing Instrument and applicable resolutions
of the Trustees to be executed by investors desiring to become Shareholders;
(ii) the payment of consideration for Trust Shares, and the application of such
consideration, as provided in the Governing Instrument, and compliance with the
other terms, conditions and restrictions set forth in the Governing Instrument
and all applicable resolutions of the Trustees in connection with the issuance
of Trust Shares (including, without limitation, the taking of all appropriate
action by the Trustees to designate Series of Trust Shares and the rights and
preferences attributable thereto as contemplated by the Governing Instrument);
(iii) that appropriate notation of the names and addresses of, the number of
Trust Shares held by, and the consideration paid by, Shareholders will be
maintained in the appropriate registers and other books and records of the
Trust in connection with the issuance or transfer of Trust Shares; (iv) that
no event has occurred subsequent to the filing of the Certificate that would
cause a termination or reorganization of the Trust under Section 2 or Section
3 of Article VIII of the Governing Instrument; (v) that the Trust became a
registered investment company under the 1940 Act within 180 days following the
first issuance of beneficial interests by the Trust; (vi) that the activities
of the Trust have been and will be conducted in accordance with the terms of
the Governing Instrument and the Delaware Business Trust Act, 12 Del. C. SS
3801 et. seq.; and (vii) that each of the documents examined by us is in full
force and effect and has not been modified, supplemented or otherwise amended,
except as herein referenced. No opinion is expressed herein with respect to
the requirements of, or compliance with, federal or state securities laws
including, without limitation, the 1940 Act. Further, we express no opinion
on the sufficiency or accuracy of any registration or offering material
relating to the Trust or the Trust Shares. As to any fact material to our
opinion, other than those assumed, we have relied without independent
investigation on the above referenced documents and on the accuracy, as of the
date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all respects
to matters of Delaware law, it is our opinion that:
1. The Trust is a duly created and validly existing business
trust in good standing under the laws of the State of Delaware.
2. The Trust Shares subject to the Notice constitute legally
issued, fully paid and non-assessable Shares of beneficial interest in the
Trust.
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Zweig Series Trust
February 25, 1997
Page 3
3. Under the Delaware Act and the terms of the Governing
Instrument, each Shareholder of the Trust, in such capacity, will be entitled
to the same limitation of personal liability as that extended to stockholders
of private corporations for profit organized under the general corporation law
of the State of Delaware; provided, however, that we express no opinion with
respect to the liability of any Shareholder who is, was or may become a named
Trustee of the Trust. Notwithstanding the foregoing or the opinion expressed
in paragraph 2 above, we note that, pursuant to Section 6 of Article IV of the
Governing Instrument, the Trustees have the power to cause Shareholders, or
Shareholders of a particular Series, to pay certain custodian, transfer,
servicing or similar agent charges by setting off the same against declared but
unpaid dividends or by reducing Share ownership (or by both means).
We hereby consent to the filing of a copy of this opinion with the
Securities and Exchange Commission together with the Notice. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder. Except as provided in this paragraph, the opinion set forth above
is expressed solely for the benefit of the addressee hereof and may not be
relied upon by, or filed with, any other person or entity for any purpose
without our prior written consent.
Very truly yours,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/ Morris, Nichols, Arsht & Tunnell
------------------------------------
