ZWEIG SERIES TRUST, PRES14A, 1998-12-31

ZWEIG SERIES TRUST
PRES14A, 1998-12-31

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<PAGE> 1
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>

ZWEIG SERIES TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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<PAGE> 2

PRELIMINARY COPY
________________

ZWEIG SERIES TRUST
900 THIRD AVENUE, NEW YORK, NEW YORK 10022

January 13, 1999

Dear Fellow Shareholders:

As you may be aware, the financial services industry has seen many
mergers and acquisitions over the last few years. A number of well-known
organizations have recently combined to build stronger companies with greater
resources. These same strategic objectives motivated the pending acquisition of
Zweig/Glaser Advisers by Phoenix Investment Partners, Ltd. ("Phoenix"). Phoenix
is a 60%-owned subsidiary of Phoenix Home Life Insurance Company. A special
meeting of Shareholders of Zweig Series Trust (the "Zweig Funds") regarding the
proposed acquisition is scheduled for February 25, 1999.

Attached are the Notice and Proxy Statement for the Special Meeting
which describe a number of matters on which you, the Shareholders, are being
asked to vote (i) approval of new investment management and sub-advisory
servicing agreements for the Zweig Funds; (ii) election of Trustees; and (iii)
ratification of the selection of independent public accountants. The Fund's
Board unanimously recommends that you approve these proposals.

The proposed acquisition offers the following opportunities for Zweig
Fund shareholders:

* Continuity of each Fund's objective, policies, investment
style and portfolio manager.
* No increase in fee rates payable by the Zweig Funds.
* Increased distribution capabilities.
* Business synergies between the two organizations, including
increased product diversification, global brand enhancement
and broadened geographic coverage.

Your vote is important. Please take a moment now to sign and return
your proxy card in the enclosed postage-paid envelope. If we do not hear from
you after a reasonable amount of time, you may receive a telephone call from our
proxy solicitor, Shareholder Communications Corporation, reminding you to vote
your shares. You may vote electronically or by touch-tone telephone. If you have
any questions concerning the proposals to be considered at the special meeting
on February 25, 1999, please contact ________________________________ at
1-800-___-____. Thank you.

Sincerely,

Eugene J. Glaser
Chairman and
Chief Executive Officer

<PAGE> 3

PRELIMINARY COPY
________________

ZWEIG SERIES TRUST
900 THIRD AVENUE, 31ST FLOOR
NEW YORK, NY 10022

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 25, 1999 AND PROXY STATEMENT

January 13, 1999

To the Shareholders:

You are invited to attend a special meeting of shareholders of
the following Funds (each a "Fund" and collectively the "Zweig Funds"):

ZWEIG STRATEGY FUND ZWEIG FOREIGN EQUITY FUND
ZWEIG APPRECIATION FUND ZWEIG GOVERNMENT FUND
ZWEIG GROWTH & INCOME FUND ZWEIG GOVERNMENT CASH FUND
ZWEIG MANAGED ASSETS

The meeting will be held at the offices of the Zweig Funds at
900 Third Avenue, 31st Floor in New York, NY on Thursday, February 25, 1999 at
10:00 a.m., for the following purposes and to transact such other business as
may properly come before the meeting or any adjournment of the meeting:

1. To approve a new investment management agreement with
Zweig/Glaser Advisers on the same terms as the current agreement along
with a new sub-advisory, servicing agreement with Zweig Consulting LLC.

2. To elect Trustees.

3. To ratify the selection of PricewaterhouseCoopers LLP
as independent accountants for the current fiscal year.

The Board of Trustees has selected the close of business on
January 7, 1999 as the record date for determination of shareholders of each
Fund entitled to notice of and to vote at the meeting.

By Order of the Board of Trustees
Eugene J. Glaser
Chairman and Chief Executive Officer

<PAGE> 4

PRELIMINARY COPY
________________

[This document speaks as of January 13, 1999 and describes certain matters
which have not yet occurred.]

ZWEIG SERIES TRUST

PROXY STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 25, 1999

ZWEIG STRATEGY FUND ZWEIG FOREIGN EQUITY FUND
ZWEIG APPRECIATION FUND ZWEIG GOVERNMENT FUND
ZWEIG GROWTH & INCOME FUND ZWEIG GOVERNMENT CASH FUND
ZWEIG MANAGED ASSETS

INTRODUCTION

This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Trustees of Zweig Series Trust (the
"Board") for voting at the special meeting of shareholders of each Fund named
above (the "Zweig Funds") to be held at 10:00 a.m. (local time) on Thursday,
February 25, 1999, at the offices of the Zweig Funds at 900 Third Avenue, New
York, NY 10022 and at any and all adjournments thereof (the "Meeting"), for the
purposes set forth in the accompanying Notice of Special Meeting of Shareholders
dated January 13, 1999.

Zweig Series Trust is an open-end, diversified management
investment company organized as a Delaware business trust, and is authorized to
issue its shares of beneficial interest in separate series. Each series is a
Fund with its own investment objective and policies. Each of the seven Funds may
issue shares in one or more classes. Each Fund issues Class A, Class B, Class C
and Class I Shares. The Zweig Government Cash Fund also issues Class M Shares.
Each dollar of net asset value of a Fund as of the record date is entitled to
one vote on each matter submitted to a vote of the shareholders at the Meeting,
and fractional dollar amounts are entitled to fractional votes. No shares have
cumulative voting rights.

You may obtain a copy of the 1997 annual report and the
semiannual report for June 30, 1998 without charge upon request by writing to
the Zweig Funds at 900 Third Avenue, New York, New York 10022 or by calling
1-800-272-2700.

Each valid proxy will be voted in accordance with your
instructions and as the persons named in the proxy determine on such other
business as may come before the Meeting. If no instructions are given, the proxy
will be voted FOR approval of the new investment management agreement and the
new servicing agreement, FOR the nominees for election as Trustees and FOR the
selection of PricewaterhouseCoopers LLP as independent accountants for the Zweig
Funds.

<PAGE> 5

Shareholders who execute proxies may revoke them at any time before they
are voted, either by writing to the Fund or in person at the Meeting. Proxies
given by telephone or electronically transmitted instruments may be counted if
obtained pursuant to procedures designed to verify that such instructions have
been authorized.

The Board recommends an affirmative vote on all items set
forth in this proxy statement. This proxy statement was first mailed to
shareholders on or about January 13, 1999.

THE SHAREHOLDERS OF EACH FUND VOTE UPON THREE ITEMS

Approval of ITEM 1 requires the affirmative vote of a
"majority of the outstanding voting securities" of each Fund. As defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act"), the
term "majority of the outstanding voting securities" for each Fund means: the
lesser of (i) 67% or more of the voting securities of the Fund present at the
meeting if more than 50% of the outstanding shares of the Fund are present in
person or by proxy or (ii) more than 50% of the outstanding shares of the Fund.
Election of each Trustee, ITEM 2, requires a plurality of the votes of all the
shareholders of the Zweig Funds. Approval of ITEM 3 requires the affirmative
vote of more than 50% of the votes cast at the meeting (either in person or by
proxy). On Item 1 each Fund will vote separately. On Item 2 and Item 3, the
shareholders of the Zweig Funds will vote together and not by Fund.

The Board has fixed the close of business on January 7, 1999
as the record date (the "Record Date") for determining holders of the Funds'
shares entitled to notice of and to vote at the Meeting. For each Fund, the
shareholder will be entitled to one vote for each dollar of net asset value of
the shareholder's Fund shares and a fractional vote for each fractional dollar.
At the close of business on December 31, 1998, the following shares were
outstanding:

<TABLE>
<CAPTION>
Total
Class A Class B Class C Class I Class M Fund
Fund Shares Shares Shares Shares Shares Shares
- ---- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Zweig Strategy
Fund................

Zweig Appreciation
Fund................

Zweig Growth & Income
Fund................

Zweig Managed
Assets..............

Zweig Foreign Equity
Fund................

Zweig Government
Fund................

Zweig Government Cash
Fund................
</TABLE>

3
<PAGE> 6

THE REASON FOR THE MEETING

Zweig/Glaser Advisers is the investment manager for each of
the Zweig Funds. Phoenix Investment Partners, Ltd., a Delaware corporation
("Phoenix") has entered into an agreement (the "Acquisition Agreement") with
Zweig/Glaser Advisers, Euclid Advisors LLC, Zweig Advisors Inc., Zweig Total
Return Advisors, Inc. and Zweig Securities Corp. (collectively, the "Zweig
Group") and the equityholders of the Zweig Group. Pursuant to the Acquisition
Agreement, the Zweig Group will be acquired by Phoenix (the "Acquisition").

Phoenix is a large, diversified financial services
organization and is a 60 percent owned subsidiary of Phoenix Home Life Mutual
Insurance Company. Through its operating subsidiaries and affiliates, Phoenix
provides a variety of investment products and services to investors throughout
the United States and abroad. Phoenix provides management, administrative and
distribution services for 54 mutual funds, as well as individual and
institutional clients. As of December 31, 1998, Phoenix had over $51 billion in
assets under management. The Phoenix mutual funds are distributed through a
network of broker-dealers, financial planners and investment advisers. Phoenix
is headquartered in Hartford, Connecticut, and its common stock is listed on the
New York Stock Exchange.

Consummation of the Acquisition would constitute an
"assignment," as that term is defined in the Investment Company Act, of the
current investment management agreement with Zweig/Glaser Advisers. As required
by the Investment Company Act, the current investment management agreement
provides for its automatic termination in the event of its assignment. In
anticipation of the acquisition of Zweig/Glaser Advisers and in order to assure
that Zweig/Glaser Advisers can continue to serve as investment manager to the
Zweig Funds, a new investment management agreement between Zweig Series Trust
and Zweig/Glaser Advisers ("Management Agreement") is being proposed for
approval by shareholders of each Fund. Except for the effective dates, the new
Management Agreement is on the same terms as the current Management Agreement.
As part of the same item, a new sub-advisory servicing agreement between
Zweig/Glaser Advisers and Zweig Consulting LLC ("Servicing Agreement") is being
submitted for approval by the shareholders of each Fund. Copies of the new
Management Agreement and the new Servicing Agreement are attached hereto as
Exhibit A and Exhibit B.

ITEM 1. NEW INVESTMENT MANAGEMENT AGREEMENT

Except for the effective date, the terms of the new Management
Agreement are identical in all material aspects to those of the current
Management Agreement. The current Management Agreement was most recently
restated and amended as of October 31, 1997 for the addition of the Zweig
Foreign Equity Fund. The following is a summary of the current and new
Management Agreements.

Zweig/Glaser Advisers acts as investment adviser, conducts and
maintains a continuous review of each Fund's portfolio of securities and
investments, and advises and assists each Fund with respect to the selection,
acquisition, holding and disposal of securities. In so doing,

<PAGE> 7
Zweig/Glaser Advisers shall be guided by the investment objectives and policies
of each Fund as delineated and limited by the Registration Statement on Form
N-1A filed with the Securities and Exchange Commission (the "SEC"), as amended
from time to time, by policies adopted by the Board and by the provisions of the
Investment Company Act and the rules promulgated thereunder, so that at all
times each Fund shall be in compliance with its policies and the provisions of
the Investment Company Act.

In rendering investment management services to the Zweig
Funds, Zweig/Glaser Advisers may employ, retain or otherwise avail itself of the
services or facilities of other persons or organizations, for the purpose of
providing statistical and other factual information, advice regarding economic
factors and trends, advice as to occasional transactions in specific securities
or such other information, advice or assistance as Zweig/Glaser Advisers may
deem necessary, appropriate or convenient for the discharging of its obligations
as investment manager. This provision authorizes Zweig/Glaser Advisers to enter
into the proposed new Servicing Agreement for the benefit of the Zweig Funds.

Zweig/Glaser Advisers is authorized to allocate brokerage and
principal business to firms that provide services or facilities or to cause the
Zweig Funds to pay a member of a securities exchange or any other securities
broker or dealer an amount of commission for effecting a securities transaction
in excess of the amount of commission another member of an exchange, broker or
dealer would have charged for effecting that transaction. Such allocation of
brokerage is permissible if Zweig/Glaser Advisers or such person determine in
good faith that such amount of commission is reasonable in relation to the value
of the brokerage and research services (as defined in Section 28(e) of the
Securities Exchange Act of 1934, as amended (the "1934 Act")) provided by such
member, broker or dealer, viewed in terms of either that particular transaction
or Zweig/Glaser Advisers, or such member, broker or dealer's overall
responsibilities with respect to the accounts as to which Zweig/Glaser Advisers
or such member, broker or dealer's exercise investment discretion. In allocating
brokerage, Zweig/Glaser Advisers may also consider research provided to its
sub-adviser, Zweig Consulting LLC, pursuant to the Servicing Agreement.

In addition, Zweig/Glaser Advisers keeps the books and
financial records of the Zweig Funds and performs such other services as are
reasonably incidental to the foregoing duties. Zweig/Glaser Advisers assists in
the computation of the net asset value of the shares of the Zweig Funds and
furnishes to the Zweig Funds and its distributor any statements with respect to
the net asset value of the shares of each Fund. Zweig/Glaser Advisers also
furnishes the Zweig Funds with office space reasonably suited to its operations
and with bookkeeping, internal accounting and administrative services, and
permits such of its officers and employees as may be elected as Trustees or
officers of the Zweig Series Trust to serve in the capacities to which they are
elected.

The Zweig Funds assume and pay, or reimburse Zweig/Glaser
Advisers for, all expenses incurred in the operation of the Zweig Funds. The
Zweig Funds bear the cost of and pay all interest, taxes, fees and commissions
of every kind, expenses of issue, repurchase or redemption of shares, expenses
of registering or qualifying shares for sale, insurance, association membership

<PAGE> 8

dues, all charges of custodians (including fees as custodian, escrow agent, for
keeping books and performing portfolio valuations), transfer agents, registrars,
dividend disbursing agents, independent auditors and legal counsel, expenses of
preparing, printing and distributing prospectuses and all proxy materials,
reports and notices to shareholders, expenses of distribution of shares in
accordance with a plan adopted pursuant to Rule 12b-1 under the Investment
Company Act, out-of-pocket expenses of the Trustees and fees of Trustees who are
not "interested persons", and all other costs incident to Zweig Series Trust's
existence.

As compensation for management services, the Zweig Funds pay
Zweig/Glaser Advisers, with respect to the Class A, Class B, Class C and Class I
shares of each Fund, and for Class M Shares of Zweig Government Cash Fund, a
monthly management fee based on the average daily net assets of each class of
each Fund at the following annual rates:

Zweig Strategy Fund .75%
Zweig Appreciation Fund 1.00%
Zweig Growth & Income Fund .75%
Zweig Managed Assets 1.00%
Zweig Foreign Equity Fund 1.00%
Zweig Government Fund .60%
Zweig Government Cash Fund .50%

Zweig/Glaser Advisers and its affiliates may execute brokerage
transactions for the Zweig Funds and charge brokerage commissions and make a
profit from effecting those transactions, provided such payments to Zweig/Glaser
Advisers and its affiliates are reviewed periodically by the Board as required
by the 1940 Act.

Zweig/Glaser Advisers is liable for its own acts and omissions
caused by its willful misfeasance, bad faith or gross negligence in the
performance of its duties or by its reckless disregard of its obligations under
the Management Agreement. Zweig/Glaser Advisers shall not be liable for the acts
and omissions of any agent employed by it, nor for those of any bank, trust
company, broker or other person with whom, or into whose hands, any monies,
shares of the Trust or securities and investments may be deposited or come,
pursuant to the provisions of the Management Agreement. Subject to the first
sentence of this paragraph, Zweig/Glaser Advisers shall not be liable for any
action taken or omitted on advice, obtained in good faith, of counsel, provided
such counsel is satisfactory to Zweig Series Trust.

The Management Agreement may be terminated at any time,
without the payment of any penalty, upon sixty (60) days' written notice. The
Management Agreement automatically terminates in the event of its assignment.

Unless sooner terminated, the new Management Agreement
continues in effect for an initial term ending two years from the date of the
consummation of the Acquisition, and may continue thereafter from year to year
if specifically approved at least annually by vote of "a majority of the

<PAGE> 9

outstanding voting securities" of such Fund, as defined under the Investment
Company Act, or by the Board, and, in either event, the vote of a majority of
the Trustees who are not "interested persons", cast in person at a meeting
called for such purpose.

For the fiscal year ended December 31, 1998, each Fund paid
investment management fees to Zweig/Glaser Advisers, and paid brokerage
commissions to Zweig Securities Corp. and its affiliates which represents a
percentage of that Fund's total brokerage commissions, as shown in the table
below.

For Year Ended December 31, 1998
-------------------------------------------------
Total Percentage of
Management Brokerage paid to Fund's Total
Fund Fee Zweig Securities Brokerage
- ---- ---------- ----------------- ------------
Zweig Strategy Fund..........

Zweig Appreciation Fund......

Zweig Growth & Income Fund...

Zweig Manage Assets..........

Zweig Foreign Equity Fund....

Zweig Government Fund........

Zweig Government Cash Fund...

Zweig/Glaser Advisers has acted as investment manager for each
Fund since it commenced the public offering of its shares as shown below. Also
shown is the date when the current Management Agreement was last approved by the
shareholders of each Fund and continued by the Trustees.

Approval of Current
Commencement Agreement by
of Investment --------------------------
Fund Operations Trustees Shareholders
- ---- ------------- -------- ------------
Zweig Strategy Fund......... 12/29/89 6/23/98 4/19/96

Zweig Appreciation Fund..... 10/7/91 6/23/98 4/19/96

Zweig Managed Assets........ 2/8/93 6/23/98 4/19/96

Zweig Growth & Income Fund.. 11/26/96 6/23/98 11/1/96

Zweig Foreign Equity Fund... 11/24/97 6/23/98 11/21/97

7
<PAGE> 10
Zweig Government Fund....... 3/25/85 6/23/98 4/19/96

Zweig Government Cash Fund.. 9/24/84 6/23/98 4/19/96

SERVICING AGREEMENT

The new Servicing Agreement is by and among Zweig/Glaser Advisers,
Zweig Total Return Advisors, Inc. and Zweig Advisors Inc. (collectively, the
"Advisers") and Zweig Consulting LLC, a New York limited liability company
("Zweig"). The Advisers have historically had access to the advice and
consulting services of Dr. Martin E. Zweig and his associates. In order to
continue that advisory and consulting relationship after the Acquisition, the
Advisers will enter into a Servicing Agreement with Zweig for the services of
Dr. Martin E. Zweig, the President of Zweig ("Dr. Zweig"), and his research
associates ("Associates"). After the completion of the Acquisition, the Zweig
Funds will continue to receive the services of Dr. Zweig and his Associates
through the Servicing Agreement rather than through their current positions. Dr.
Zweig will continue to serve as the President of Zweig Series Trust.

Dr. Zweig is President or Chairman of investment advisory firms that
presently manage over $8 billion of assets, of which approximately half are in
the publicly traded closed-end investment companies and open-end mutual funds,
including the Zweig Funds.

Pursuant to the Servicing Agreement, Dr. Zweig and his Associates agree
to continue to devote their skill and time consistent with the practices of Dr.
Zweig and his Associates prior to the closing of the Acquisition, to the
business and affairs of the Advisers and to the promotion of their interests, in
particular, performing asset allocation research and analysis and providing
advice thereon at a level and in a manner consistent with the past practices of
Dr. Zweig and his Associates and the Advisers (the "Services"). Zweig agrees not
to provide Services to any "competing business". The Advisers and Zweig have
agreed to mutual confidentiality provisions pursuant to the Servicing Agreement.

The Servicing Agreement shall be effective as of the consummation of
the Acquisition and shall continue until the third anniversary thereof. The
Advisers may terminate the Servicing Agreement immediately for cause, in the
event of Dr. Zweig's death or disability, or upon 30 days' notice. With respect
to the Zweig Funds, unless sooner terminated, the Servicing Agreement will
continue in effect for two years, and thereafter until terminated, provided that
the continuation of the Servicing Agreement and the terms thereof are
specifically approved annually in accordance with the requirements of the
Investment Company Act by a majority of the Fund's outstanding voting securities
or a majority of its Board, and, in any event, by a majority of the Trustees who
are not "interested persons", as defined in the Investment Company Act. In
addition, with respect to the Zweig Funds, the Servicing Agreement may be
terminated at any time, without payment of any penalty, by the Board, or by a
vote of a majority of the outstanding voting securities of the Zweig Funds, upon
not less than sixty (60) day's written notice. With respect to the Zweig Funds,
the Servicing Agreement shall automatically terminate upon its assignment or the
termination

8
<PAGE> 11
of the Management Agreement. The continuation of the Management Agreement,
however, will not be dependent on the continuation of the Servicing Agreement.

The Advisers agree to pay Zweig consulting fees equal to the
share of the costs and expenses of Zweig that are allocable to the Advisers in
performing the Services, determined in good faith on a basis consistent with
prior practice taking into consideration the percentage of Dr. Zweig's and each
Associate's time devoted to performing the Services. Zweig also receives
research benefits along with the Advisers from the brokerage transactions for
the clients' accounts by the Advisers pursuant to the procedures adopted under
Section 28(e) of the 1934 Act. The Zweig Funds will not incur any additional
costs due to the Servicing Agreement.

Zweig/Glaser Advisers, as one of the Advisers, obtains the
benefits of the Services of Dr. Zweig and his Associates pursuant to the
Servicing Agreement for the Zweig Funds and other clients, and is responsible
for the expenses of the Servicing Agreement. The new Servicing Agreement enables
the Zweig Funds to continue to receive the investment advisory services of Dr.
Zweig and his Associates. The new Servicing Agreement is being submitted to
shareholders for their approval along with the new Management Agreement, and
will continue in effect for an initial term ending two years from the date of
the consummation of the Acquisition and may continue thereafter from year to
year if specifically approved at least annually in accordance with the
Investment Company Act.

INFORMATION CONCERNING PHOENIX

The following information concerning Phoenix and the
Acquisition has been provided to the Zweig Funds by Phoenix.

The names, addresses and principal occupations of the
principal executive officers of Phoenix, which is located at 56 Prospect Street,
Hartford, CT 06115, are as follows. The address of each individual, as it
relates to his duties at Phoenix, is the same as that of Phoenix.

9
<PAGE> 12

Name and Address Principal Occupation
- ---------------- -----------------------------------------
Philip R. McLoughlin............ Chairman of the Board and Chief Executive
Officer of Phoenix since May 1997. Before
that, Mr. McLoughlin was Vice Chairman of
the Board and Chief Executive Officer of
Phoenix. He has also been a Director of
Phoenix Home Life since February 1994 and
has been employed by Phoenix Home Life as
Executive Vice-President Investment since
December 1988. In addition, Mr.
McLoughlin serves as President of Phoenix
Equity Planning Corporation ("Pepco"),
Chairman of Phoenix Investment Counsel,
Inc. and Chairman and Chief Executive
Officer of National Securities & Research
Corporation. He also is a member of the
Board of Directors of Duff & Phelps
Utilities Tax-Free Income Inc. and Duff &
Phelps Utility and Corporate Bond Trust,
Inc. Mr. McLoughlin also serves as
President and as a Director or Trustee of
the Phoenix Funds, Phoenix Duff & Phelps
Institutional Mutual Funds and
Phoenix-Aberdeen Series Fund. He is also
a Director of PM Holdings, Phoenix
Charter Oak Trust Company, The World
Trust, a Luxembourg closed-end fund, The
Emerging World Trust Fund, a Luxembourg
closed-end fund, and of PXRE Corporation,
a publicly traded corporation, and of its
wholly owned subsidiary, PXRE Reinsurance
Company.

Calvin J. Pedersen.............. A member of the Board of Directors of
Phoenix since 1992 and President of
Phoenix since July 1993. From January
1992 to July 1993, Mr. Pedersen served as
an Executive Vice President of Phoenix.
Mr. Pedersen was also an Executive Vice
President of Duff & Phelps, Inc., the
former parent of Phoenix's operating
subsidiaries, from 1988 until its
dissolution in 1992. Mr. Pedersen is also
President and Chief Executive Officer of
Duff & Phelps Utilities Income Inc., Duff
& Phelps Utilities Tax-Free Income Inc.,
and Duff & Phelps Utility and Corporate
Bond Trust Inc. and serves as a Director
or Trustee of the Phoenix Funds, Phoenix
Duff & Phelps Institutional Mutual Funds
and Phoenix-Aberdeen Series Fund.

10
<PAGE> 13
Name and Address Principal Occupation
- ----------------- -----------------------------------------
Michael E. Haylon............... Executive Vice President of Phoenix since
November 1, 1995. From February 1993 to
November 1, 1995, Mr. Haylon was Senior
Vice President Securities Investments of
Phoenix Home Life. Mr. Haylon is also
President of Phoenix Investment Counsel,
Inc., Executive Vice President of National
Securities & Research Corporation and
Executive Vice President of the Phoenix
Funds, Phoenix Duff & Phelps Institutional
Mutual Funds and Phoenix-Aberdeen Series
Fund. Mr. Haylon also serves as a member
of the Board of Directors of Phoenix
Investment Counsel, Inc., PEPCO and
National Securities & Research
Corporation.

John F. Sharry.................. Executive Vice President of Phoenix since
January 1998. From 1995 through 1997 Mr.
Sharry was Managing Director, Retail,
Phoenix Equity Planning Corporation. Mr.
Sharry is also Executive Vice President of
the Phoenix Funds and Phoenix-Aberdeen
Series Fund. Previously Mr. Sharry was
Managing Director and National Sales
Manager of Putnam Funds from December 1992
through 1994.

Thomas N. Steenburg............. Senior Vice President of Phoenix since
January 1999. From 1995 through 1998 Mr.
Steenburg was Vice President and Counsel
of Phoenix, and from 1991 through 1994 he
was Counsel to Phoenix Home Life Mutual
Insurance Company. Mr. Steenburg also
serves as General Counsel to Seneca
Capital Management LLC and to Roger
Engelmann & Associates, Inc., and as
Executive Vice President of Duff & Phelps
Investment Management Co. Mr. Steenburg
serves as Secretary or Assistant Secretary
to each of the Phoenix Funds,
Phoenix-Aberdeen Series Fund, Phoenix Duff
& Phelps Institutional Mutual Funds,
Phoenix-Seneca Funds, Phoenix-Engelmann
Funds, Duff & Phelps Utilities Tax-Free
Income Inc. and Duff & Phelps Utility and
Corporate Bond Trust Inc.

William R. Moyer................ Senior Vice President and Chief Financial
Officer of Phoenix since 1995. Mr. Moyer
is also the Chief Financial Officer and a
Senior Vice President of PEPCO, National
Securities & Research Corporation and
Phoenix Investment Counsel, Inc. In
addition, Mr. Moyer also serves as
Treasurer of National Securities &
Research Corporation and Phoenix
Investment Counsel, Inc. Mr. Moyer also is
a Vice President of the Phoenix-Aberdeen
Series Fund and the Phoenix Duff & Phelps
Institutional Mutual Funds.

11
<PAGE> 14

INFORMATION CONCERNING THE ACQUISITION

Zweig/Glaser Advisers, Euclid Advisors LLC, Zweig Advisors
Inc., Zweig Total Return Advisors, Inc. and Zweig Securities Corp.
(collectively, the "Zweig Group"), and the equityholders of the Zweig Group
entered into an Acquisition Agreement with Phoenix dated as of December 15,
1998. The Acquisition Agreement provides that the purchase price for the Zweig
Group is to be $135 million, which is subject to upward and downward price
adjustments that could cause the ultimate purchase price to be as much as $164
million.

The obligation of Phoenix to close the Acquisition is subject
to various conditions and requirements, including filings under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. Some conditions include
obtaining approvals by the Board and shareholders of the Zweig Funds. As a
condition of Phoenix's obligation to close the Acquisition, the Board has
approved a new Management Agreement along with the new Servicing Agreement and a
new underwriting agreement, and the shareholders shall have approved the new
Management Agreement and new Servicing Agreement.

In addition, pursuant to the Acquisition Agreement, certain
employees of Zweig/Glaser Advisers, Eugene Glaser, David Katzen, Barry
Mandinach, Jeffrey T. Cerutti, Carlton Neel, and Jeffrey Lazar, have entered
into 3-year employment agreements, effective upon the closing of the
Acquisition, for the continuation of their employment with Zweig/Glaser
Advisers. The agreements each provide that the employee's responsibilities shall
be commensurate with his responsibilities prior to the closing and that he may
hold such other positions with Zweig/Glaser Advisers, to which he may be elected
or appointed during the term of the agreement, subject to the employee's
consent. Each agreement also provides for both salary and annual incentive
compensation, certain benefits, confidentiality provisions, covenants not to
compete and severance payments. Upon the consummation of the Acquisition, Dr.
Zweig and Mr. Glaser will also sign five year non competition agreements.

The Board has approved a new underwriting and distribution
agreement with Phoenix Equity Planning Corporation ("PEPCO"), 100 Bright Meadow
Boulevard, P.O. Box 2200, Enfield, CT, 06083, a wholly owned subsidiary of
Phoenix, that will be effective with the closing of the Acquisition. The
Investment Company Act requires such approval because the Acquisition by Phoenix
terminates the current underwriting agreement with Zweig Securities Corp. The
new underwriting agreement is on the same terms as the current underwriting
agreement with Zweig Securities Corp.

As a condition to the completion of the Acquisition, the
Servicing Agreement which was discussed above shall have been entered into by
the Advisers and Zweig Consulting LLC and the composition of the Board of the
Zweig Funds is to be reasonably acceptable to Phoenix. See "Investment Company
Act Considerations" below.

12
<PAGE> 15

USE OF THE ZWEIG NAME

Dr. Zweig has a service mark that protects the use of the name "Zweig"
in connection with offering or providing investment services. Pursuant to the
Acquisition Agreement, Dr. Zweig will enter into a License Agreement with
Phoenix to permit Phoenix to use the service mark of Zweig in connection with
its investment advisory, consulting, mutual fund and wrap programs in the United
States and worldwide.

Phoenix has agreed with the Board that the Zweig Funds may continue to
use the Zweig mark in the names of the Funds after the Acquisition as long as
the new Management Agreement remains in effect. Phoenix and the Boards have also
discussed that at some time after the Acquisition, the Board would consider
using the name "Phoenix --Zweig" in connection with Zweig Funds. Pursuant to the
Agreement and Declaration of Trust of the Zweig Series Trust, the Board is
authorized to make such a name change.

INVESTMENT COMPANY ACT CONSIDERATIONS

Pursuant to Section 15 of the Investment Company Act, the current
Management Agreement between Zweig Series Trust and Zweig/Glaser Advisers
terminates automatically upon its assignment, which is deemed to include any
change of control of the investment adviser. Section 15(a) of the Investment
Company Act prohibits any person from serving as an investment adviser to a
registered investment company except pursuant to a written contract that has
been approved by the shareholders. Therefore, in order for Zweig/Glaser Advisers
to be able to provide investment advisory services to the Zweig Funds and for
Zweig to provide sub-advisory services pursuant to the Servicing Agreement after
the Acquisition, the shareholders of each Fund must approve a new Management
Agreement and new Servicing Agreement.

The Acquisition Agreement specifically commits Zweig/Glaser Advisers
and Phoenix to comply with the requirements of Section 15(f) of the Investment
Company Act which provides, in pertinent part, that Zweig/Glaser Advisers, the
investment adviser, may receive an amount or benefit in connection with a sale
of the investment adviser which results in an assignment of a fund's investment
advisory contract if (i) for a period of three years after the sale, at least
75% of the members of the board of trustees of such fund are independent --
i.e., not "interested persons" (as defined in the Investment Company Act) -- of
the new or old investment adviser; and (ii) for a two-year period there is no
"unfair burden" imposed on the investment company as a result of the
Acquisition. The term "unfair burden" is defined in Section 15(f) to include any
arrangement during the two-year period after the Acquisition whereby the
investment adviser, or any interested person of any such adviser, receives or is
entitled to receive any compensation, directly or indirectly, from the
investment company or its shareholders (other than fees for bona fide investment
advisory or other services) or from any person in connection with the purchase
or sale of securities or other property to, from or on behalf of the investment
company (other than bona fide ordinary compensation as principal underwriter for
such investment company). In the Acquisition Agreement, Phoenix has agreed that
it would impose no unfair burden on the Zweig Funds as a result of the

13
<PAGE> 16
Acquisition. Phoenix has agreed to indemnify and hold the Zweig Group and its
equityholders harmless from and against and in respect of any and all losses or
damages arising in connection with the imposition of any unfair burden on the
Zweig Funds that is caused by acts or conduct within the control of Phoenix or
its affiliates. Also, the Investment Company Act provides that the nomination
and selection of any new or additional independent Trustees is committed
exclusively to the current independent Trustees.

The new Management Agreement, if approved by a Fund's shareholders,
will commence at the closing of the Acquisition. The new Management Agreement
will remain in effect for an initial term of two years and will continue in
effect thereafter with respect to each Fund for successive periods if and so
long as such continuance is specifically approved annually by (a) the Board of
Trustees or (b) a majority vote of that Fund's shareholders, provided that, in
either event, the continuance also is approved by a majority of the Trustees who
are not "interested persons" by vote cast in person at a meeting called for the
purposes of voting on such approval.

As a condition to the completion of the Acquisition, the composition of
the Board of Zweig Series Trust is to be reasonably acceptable to Phoenix. In
order to comply with Section 16(b) and Section 15(f)(1)(A) of the Investment
Company Act, any vacancy on the Board of an independent Trustee must be filled
by a person who is selected and proposed by a majority of the independent
Trustees and who is elected by the shareholders. However, a vacancy due to
death, disqualification or bona fide resignation can be filled by the Board
pursuant to Section 16(a). Further, Rule 12b-1 requires that the selection and
nomination of the independent Trustees are committed to the discretion of the
disinterested Trustees. At this Meeting the shareholders are being asked to vote
on the continuation of the existing Board, which includes one interested and
four independent Trustees. The current Board complies with the requirements of
Section 15(f)(1)(A) of the Investment Company Act.

INFORMATION CONCERNING ZWEIG/GLASER ADVISERS

Zweig/Glaser Advisers is a partnership of Glaser Corp., which is
controlled by Eugene J. Glaser and Zweig Management Corp., which is controlled
by Dr. Zweig. Upon the completion of the Acquisition, Dr. Zweig will be
providing his services pursuant to the Servicing Agreement. The address of
Zweig/Glaser Advisers, the investment adviser, and Zweig Securities Corp., the
underwriter for the Zweig Funds, is 900 Third Avenue, New York, NY 10022. The
names and principal occupations of the principal executive officers and
shareholders of the corporate partners of Zweig/Glaser Advisers, who are also
executive officers and/or Trustees of the Zweig Funds, are set forth below. The
address of each, as it relates to his or her duties with Zweig/Glaser Advisers
or the Zweig Funds, is the same as that of Zweig/Glaser Advisers.

<PAGE> 17

Position with
Name Zweig Funds Principal Occupation
- ----------------- ------------------------- -------------------------------
Eugenue J. Glaser Chairman, CEO and Trustee President, Zweig/Glaser
Advisers and Euclid Advisors
LLC; President and Director,
Zweig Securities Corp.;
Director, The Zweig Fund, Inc.
and The Zweig Total Return
Fund, Inc.; and Chairman,
President, CEO and Trustee,
Euclid Mutual Funds

Martin E. Zweig President Chairman, Zweig/Glaser Advisers
and Euclid Advisors LLC;
Managing Director, Zweig-DiMenna
Associates LLC; President and
Director, Gotham Advisors, Inc.,
Zweigs Total Return Advisors,
Inc. and Zweig Advisors Inc.;
Shareholder, Zweig Securities
Corp. and Watermark Securities,
Inc.; Chairman, President and
Director, The Zweig Total Return
Fund, Inc. and The Zweig Fund,
Inc.; President and Director,
Zweig-DiMenna International
Managers, Inc.; and President,
Zweig Associates, Inc., and
Zweig Consulting LLC

David Katzen Senior Vice President Senior Vice President,
Zweig/Glaser Advisers; Executive
Vice President, Euclid Advisors
LLC; Vice President, Zweig
Advisors Inc.; and Executive
Vice President and Trustee,
Euclid Mutual Funds

Charles I. Leone First Vice President First Vice President and Chief
Asst. Secretary Financial Officer, Zweig/Glaser
Advisers and Euclid Advisors
LLC; First Vice President, Chief
Financial Officer and Assistant
Secretary, Zweig Securities
Corp.; and First Vice President
and Assistant Secretary, Euclid
Mutual Funds

Barry M. Mandinach First Vice President Executive Vice President, Zweig
Securities Corp.; Senior Vice
President, Zweig/Glaser Advisers
and Euclid Advisors LLC; and
First Vice President, Euclid
Mutual Funds

Carlton B. Neel First Vice President First Vice President,
Zweig/Glaser Advisers; and
Portfolio Manager, Zweig
Advisors Inc. and Zweig Total
Return Advisors, Inc.

Alfred J. Ratcliffe First Vice President, First Vice President,
Treasurer, Principal Zweig/Glaser Advisers and Euclid
Accounting Officer and Advisors LLC; First Vice
Assistant Secretary President, Treasurer, Principal
Accounting Officer and
Secretary Assistant Secretary,
Euclid Mutual Funds; and
formerly Vice President,
The Bank of New York

15
<PAGE> 18
Position with
Name Zweig Funds Principal Occupation
- ----------- ------------------------- ---------------------------------
Marc Baltuch Secretary First Vice President and Secretary,
Zweig/Glaser Advisers and Euclid
Advisors LLC; First Vice President,
Chief Compliance Officer, Secretary
and Director, Zweig Securities
Corp.; Chief Compliance Officer and
Assistant Secretary, Zweig Advisors
Inc. and Zweig Total Return
Advisors, Inc.; President and
Director, Watermark Securities,
Inc.; Assistant Secretary, Gotham
Advisors, Inc.; and Secretary,
Euclid Mutual Funds

Annemarie Gilly First Vice President First Vice President, Zweig/Glaser
Advisers, Euclid Advisors LLC and
Zweig Securities Corp.; Director,
The Zweig Fund, Inc. and The Zweig
Total Return Fund, Inc.; and First
Vice President, Euclid Mutual Funds

Jeffrey Lazar Vice President Vice President, Treasurer and
Director, The Zweig Fund, Inc. and
The Zweig Total Return Fund, Inc.;
and Vice President, Treasurer and
Secretary, Zweig Advisors Inc. and
Zweig Total Return Advisors, Inc.

Upon the consummation of the Acquisition, it is anticipated that Philip
R. McLoughlin, Chairman and CEO of Phoenix, will become Chairman and CEO of
Zweig/Glaser Advisers, Eugene J. Glaser will remain as President and Dr. Martin
E. Zweig will no longer hold positions with Zweig/Glaser Advisers, Euclid
Advisors LLC, Zweig Total Return Advisers, Inc. or Zweig Advisors, Inc.

INFORMATION CONCERNING ZWEIG CONSULTING LLC

Zweig Consulting LLC ("Zweig") is a New York limited liability company.
The principal controlling owner is Dr. Zweig. The address of Zweig is 900 Third
Avenue, New York, NY 10022. The names and principal occupations of the principal
executive officers of Zweig are set forth below. The address of each, as it
relates to his duties with Zweig or the Zweig Funds, is the same as that of
Zweig.

<PAGE> 19

Position with
Name Zweig Funds Principal Occupation
- ----------- ------------------------- ---------------------------------
Martin E. Zweig President Chairman, Zweig/Glaser Advisers and
Euclid Advisors LLC; Managing
Director, Zweig-DiMenna Associates
LLC; President and Director, Gotham
Advisors, Inc., Zweig Total Return
Advisors, Inc. and Zweig Advisors
Inc.; Shareholder, Zweig Securities
Corp. and Watermark Securities,
Inc.; Chairman, President and
Director, The Zweig Total Return
Fund, Inc. and The Zweig Fund,
Inc.; President and Director,
Zweig-DiMenna International
Managers, Inc.; and President,
Zweig Associates, Inc., and Zweig
Series Trust

Anthony R. Berkman Senior Vice President Research Analyst, Zweig Advisors
Inc,. Zweig Total Return Advisors,
Inc., Zweig/Glaser Advisers, Zweig
Associates, Inc. and Zweig-DiMenna
International Managers Inc.

Andrew A. Salamy Senior Vice President Research Analyst, Zweig Advisors
Inc., Zweig Total Return Advisors,
Inc., Zweig/Glaser Advisers, Zweig
Associates, Inc. and Zweig-DiMenna
International Managers Inc.

Michael N. Schaus Senior Vice President Research Analyst, Zweig Advisors
Inc., Zweig Total Return Advisors,
Inc., Zweig/Glaser Advisers, Zweig
Associates, Inc., Zweig-DiMenna
International Managers Inc. and
Gotham Advisors, Inc.

Upon the consummation of the Acquisition, Messrs. Zweig, Berkman,
Salamy and Schaus will be providing their services through Zweig Consulting LLC
and the Servicing Agreement.

BOARD OF TRUSTEES' CONSIDERATION

[It is anticipated that the following has or will take place at the Board
Meeting scheduled for January 12, 1999.]

The Board met on December 16, 1998 and on January 12, 1999 to consider
the Acquisition and its anticipated effects upon Zweig/Glaser Advisers and the
investment management and other services provided to the Zweig Funds by
Zweig/Glaser Advisers and its affiliates. On January 12, 1999, the Board,
including a majority of the Trustees who are not parties to the Management
Agreement or interested persons of any such party, voted to approve the new
Management Agreement and the new Servicing Agreement and to recommend the
agreements to shareholders for their approval. If the Acquisition is not
completed, then the current Management Agreement will continue in effect.

17
<PAGE> 20

The independent Trustees retain their own counsel on a regular basis to
assist them in evaluating various matters, including the matters discussed in
this proxy statement. The Board of Trustees believes each of the items set forth
in this proxy statement is in the best interests of the Zweig Funds and its
shareholders, including the new Management Agreement and the new Servicing
Agreement.

In making its recommendation to the shareholders, the Board exercised
its independent judgment based on a careful review of the proposed changes and
potential benefits. The Trustees' considerations are described in the following
section. The Trustees' approval and recommendation that shareholders approve the
new Management Agreement and new Servicing Agreement are based on various
considerations, including the following:

* Portfolio Management Continuity -- No change in the portfolio
management of the Zweig Funds is expected to result from the
Acquisition. The Zweig Funds will continue to receive the services of
Dr. Zweig and his Associates pursuant to the new Servicing Agreement.

* Administrative Services -- The administrative services and management
functions for the Zweig Funds initially will continue to be performed
by the same personnel. Phoenix has represented that at least the
present level and quality of services for the Zweig Funds and the
shareholders will be maintained after the Acquisition.

* Fees -- The fee rates payable by each Fund under the new Management
Agreement will be the same rates as payable by the Zweig Funds under
the current Management Agreement. The fees under the new Servicing
Agreement will be paid by the Advisers, not the Zweig Funds. The Zweig
Funds will not incur any additional costs.

* Increased Distribution Capabilities -- PEPCO will undertake the
distribution of the Zweig Funds through its existing relationships
with broker-dealers, financial planners and investment advisers.
The PEPCO marketing and sales organization is significantly larger
and more extensive than the marketing and sales organization of Zweig
Securities Corp., which currently has responsibility for
distribution of the shares of the Zweig Funds and Euclid Mutual Funds.
The Trustees believe that the potential growth in size of the Zweig
Funds that will likely result from these expanded selling
relationships would benefit the Zweig Funds and their shareholders.
Further, as a Fund grows, its expense ratio can be expected to
decline.

* Benefits from Phoenix Relationship -- Although Zweig/Glaser Advisers
will act independently of Phoenix in providing investment management
services to the Zweig Funds, the experience of Phoenix in managing
investment companies may provide an additional resource of information
for Zweig/Glaser Advisers in performing its investment management and
administration functions. Moreover, Zweig/Glaser Advisers expects, over
time, to shift certain administrative functions to Phoenix as part of
its larger mutual fund administrative activities. Phoenix assured the
Trustees that the Funds will share the benefit of such efficiencies.

18
<PAGE> 21

During its review and deliberations, the Board of Trustees evaluated
the potential benefits, detriments and costs to each Fund and its shareholders
of the proposed Acquisition. The Board received information regarding the new
Management Agreement and new Servicing Agreement. The Board received information
from Phoenix regarding its management, history, qualifications and other
relevant information, including portfolio transaction practices. Representatives
of Phoenix made presentations and were available for questions at the Board
meetings.

The Board also considered the qualifications and capabilities of
Zweig/Glaser Advisers to continue to serve as the investment manager for the
Zweig Funds. In this regard, the Board considered those senior executive
officers of Zweig/Glaser Advisers that have agreed to continue their employment
by Zweig/Glaser Advisers.

Zweig/Glaser Advisers' new parent company, Phoenix, through its
predecessors, has been in operation since 1932 and has been in the investment
management business since 1979. Phoenix has extensive experience managing
investment companies. As of December 31, 1998, Phoenix had over $51 billion in
assets under management, including $____ billion in institutional accounts,
$____ billion in closed-end and open-end investment companies, and $____ billion
in the Phoenix Home Life general account.

In evaluating the Acquisition, including the new Management Agreement
with Zweig/Glaser Advisers and the new Servicing Agreement, the Board determined
that the Funds' shareholders would likely benefit from the expected retention
and the continued availability of the management expertise of Zweig/Glaser
Advisers, including its senior portfolio managers. Specifically, the Board
deemed it beneficial that Messrs. Glaser, Katzen, Mandinach, Neel and Lazar have
signed employment contracts with Zweig/Glaser Advisers, that Dr. Zweig will
continue to serve as President of the Zweig Funds and that Mr. Glaser will
continue as Chairman of the Board and a Trustee of the Zweig Series Trust.

In addition, the Board had extensive discussion with representatives of
Phoenix regarding continuity of management functions and the level and quality
of services affecting the Zweig Funds, and considered the representations by
Phoenix of its intention to maintain the continuity of management functions and
the current level and quality of services obtained by the Zweig Funds after the
Acquisition. In addition, the Board deemed it beneficial to shareholders for the
Zweig Funds to be affiliated with the Phoenix organization for several reasons,
including the greater financial strength of the sponsoring entity and Phoenix's
larger technological infrastructure. Moreover, with the proposed change in the
ownership of the investment manager, each Fund's shareholders would gain access
to a broader array of investment products. The Board also considered the fact
that potential benefits from the larger Phoenix organization were being obtained
with the expected retention of the current portfolio managers for the Zweig
Funds, thereby causing no significant changes in the portfolio management of the
Zweig Funds.

19
<PAGE> 22
The Board determined that the proposed Management Agreement and Servicing
Agreement were beneficial and in the best interests of the Zweig Funds in that
the contractual rates for investment management fees would be the same as the
current fees. The Board considered the nature and quality of service to be
provided, and the performance of the funds managed by Phoenix.

Zweig/Glaser Advisers and Phoenix assured the Board that they intend to
comply with Section 15(f) of the Investment Company Act. As discussed above,
Section 15(f) provides a safe harbor for an investment manager to an investment
company or any of its affiliated persons to receive payments in connection with
a change in control of the investment adviser so long as certain conditions are
met. These conditions include that no "unfair burden" be imposed on the Zweig
Funds for a two-year period. Zweig/Glaser Advisers and Phoenix informed the
Board that they are not aware of any express or implied term, condition,
arrangement or understanding that would impose an unfair burden on the Zweig
Funds as a result of the Acquisition. Phoenix agreed that it and its affiliates
will take no action that would have the effect of imposing an "unfair burden" on
the Zweig Funds as a result of the Acquisition.

Based upon its evaluation of the relevant information presented to
them, and in light of their fiduciary duties under federal and state law, the
Board, including all the disinterested Trustees of the Zweig Funds, determined
that the transactions contemplated by the Acquisition, including the new
Management Agreement and the new Servicing Agreement, are advisable and in the
best interests of each Fund and each Fund's shareholders. The Board recommends
the approval of Item 1 by the shareholders.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE NEW MANAGEMENT
AGREEMENT AND THE NEW SERVICING AGREEMENT.

ITEM 2. ELECTION OF THE BOARD OF TRUSTEES

The Board of Trustees of the Zweig Series Trust (the "Board") currently
consists of five individuals. Eugene J. Glaser is the only Trustee who is
affiliated with Zweig/Glaser Advisers or Zweig Securities Corp. At a Board
meeting held on January 12, 1999, all of the following individuals were
nominated by the Board for election by the shareholders as Trustees of the Zweig
Series Trust.

The following table shows certain information regarding the Trustees
who are standing for election and their age, principal occupation or employment
during the past five years and other public memberships. The table also shows
the year in which each nominee was elected to the Board.

20
<PAGE> 23
<TABLE>
<CAPTION>

Position with the
Name, Address and Age Zweig Funds Five-Year Business Experience
--------------------- ----------------- -----------------------------
<S> <C> <C>
CLAIRE B. BENENSON Trustee since 1985 Consultant on Financial Conferences; Director of
870 U.N. Plaza The Burnham Fund Inc.; Trustee of the Euclid Mutual
New York, NY 10017 Funds and Simms Global Fund; Former Director of
(79) Financial Conferences and Chairman, Department of
Business and Financial Affairs, The New School for
Social Research and Former Director of The Zweig
Cash Fund Inc.

JAMES BALOG Trustee since 1997 Retired; Director and Member of the Audit,
2205 N. Southwinds Blvd. Investment, Stock Option and Compensation
Vero Beach, FL 32963 Committees of Transatlantic Holdings, Inc.
(70) (reinsurance); Director and Member of the Executive
Committee of Elan, Plc (pharmaceuticals); Director
and Member of the Executive and Investment & Credit
Committees of Great West Life and Annuity Insurance
Company; Member of the Technical Advisory Board of
Galen Partners (health care) and Trustee of the
Euclid Mutual Funds. Former Director, Chairman of
the Audit Committee and Member of the Executive
Committee of A.L. Pharma, Inc. (health care);
Chairman of 1838 Investment Advisers, L.P. and
Chairman of Lambert Brussels Capital Corporation
(investments).

S. LELAND DILL Trustee since 1989 Retired; Director of Coutts International (USA)
5070 North Ocean Dr. (private banking); Trustee of BT Portfolios, BT
Singer Island, FL 33404 Investment Fund and Euclid Mutual Funds. Former
(68) partner of KPMG Peat Marwick. Former Director of
The Zweig Cash Fund Inc., Coutts Trust Holdings
Limited, Coutts Group and Vintners International
Company, Inc. (winery).

</TABLE>

21
<PAGE> 24
<TABLE>
<CAPTION>

Position with the
Name, Address and Age Zweig Funds Five-Year Business Experience
--------------------- ----------------- -----------------------------
<S> <C> <C>

EUGENE J. GLASER* Chairman and President of the Manager and Euclid Advisers LLC;
900 Third Avenue Chief Executive President and Director of the Distributor, Director
New York, NY 10022 Officer of The Zweig Fund, Inc. and The Zweig Total Return
(58) Trustee since 1985 Fund, Inc.; Chairman, President, Chief Executive
Officer and Trustee of the Euclid Mutual Funds;
Former Director of Zweig Cash Fund Inc.

DONALD B. ROMANS Trustee since 1985 President of Romans & Company (private investors
233 East Wacker Dr. and financial consultants); Chairman, Merlin Corp.;
Chicago, IL 60601 Director of the Burnham Fund Inc.; and Trustee of
(67) the Euclid Mutual Funds. Former Consultant to and
Executive Vice President and Chief Financi Officer of
Bally Manufacturing Corporation, and Former Director
of The Zweig Cash Fund, Inc.
</TABLE>

- -----------------------
* "Interested Person" as defined under the Investment Company Act.

The following table shows the shares held as of December 21,
1998 in each Fund by the Trustees:

Claire James S. Leland Eugene Donald
Fund Benenson Balog Dill Glaser Romans
- ---- -------- ----- --------- ------ ------
<S> <C> <C> <C> <C> <C>
Zweig Strategy Fund........................... 1,694 -- 839 -- 25,339

Zweig Appreciation Fund....................... 2,902 -- 1,043 5,002 22,197

Zweig Growth & Income Fund.................... 1,506 -- -- 4,986 --

Zweig Managed Assets.......................... -- -- -- 10,222 --

Zweig Foreign Equity Fund..................... -- -- -- 10,142 --

Zweig Government Fund......................... -- -- -- 8,527 --

Zweig Government Cash Fund.................... -- -- -- 43,937 150,353
</TABLE>

As of December 21, 1998, the Trustees and officers of the Zweig Series Trust, as
a group, owned less than 1% of any of the Zweig Funds, except for 8.5% in Zweig
Government Cash Fund.

22
<PAGE> 25
The Board of Trustees met four times during the Zweig Funds'
fiscal year ended December 31, 1998. Each Trustee attended all of the meetings
of the Board. The Board does not have any committees.

The table below shows, for each Trustee, the total
compensation including reimbursement of expenses paid or accrued by the Trust
and by Zweig Funds and the Euclid Mutual Funds, for each Trustee during the
fiscal year ended December 31, 1998.

<TABLE>
<CAPTION>
Aggregate Compensation
and Expense Reimbursement
---------------------------------
Total
Compensation
Name and Position Zweig Funds Euclid Mutual Funds Paid to the Trustees
- ----------------- ----------- ------------------- --------------------
<S> <C> <C> <C>
James Balog, Trustee $ 18,000 $ 5,500 $ 23,500

Claire B. Benenson, $ 18,000 $ 5,500 $ 23,500
Trustee

S. Leland Dill, Trustee $ 19,400 $ 5,514 $ 24,914

Eugene J. Glaser,* Chairman, Chief $ -0- $ -0- $ -0-
Executive Officer and Trustee

Donald B. Romans, $ 19,567 $ 5,546 $ 25,113
Trustee
</TABLE>

- -----------------------
* "Interested Person" as defined under the Investment Company Act.

Those Trustees and officers of the Zweig Funds who are
affiliated with Zweig/Glaser Advisers or Zweig Securities Corp., the distributor
of the Zweig Funds, are not separately compensated for their services as
Trustees or officers of the Zweig Series Trust. The Zweig Series Trust currently
pays each of its independent Trustees a fee of $5,000 per year, plus $1,500 per
meeting attended ($500 per phone meeting) and reimburses their expenses for
attendance at meetings, all of which is prorated on the basis of the assets of
each Fund. In addition, each such Trustee receives a fee of $1,000 per year from
each Fund. For the calendar year ended December 31, 1998, the fees and expenses
of disinterested Trustees, as a group, were $74,967 from the Zweig Funds and
$22,060 from the Euclid Mutual Funds.

Trustees may be removed from office at any meeting of
shareholders by a vote of two-thirds of the outstanding shares of the Zweig
Series Trust. Except as set forth above and as required by the Investment
Company Act, the Trustees shall continue to hold office and may appoint their
successors.

As of December 31, 1998, those persons owning beneficially
more than 5% of the outstanding shares of each Fund were those listed in Exhibit
C.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION
OF ALL NOMINEES AS TRUSTEES.

23
<PAGE> 26

ITEM 3. TO RATIFY THE SELECTION OF INDEPENDENT ACCOUNTANTS

At the Board meeting held on December 16, 1998, the firm of
PricewaterhouseCoopers LLP, 1301 Avenue of the Americas, New York, New York
10019, was selected as independent accountants for the Zweig Funds by a vote of
the non-interested Trustees, for the 1999 fiscal year to certify any financial
statements of the Zweig Funds. As required by the Investment Company Act, the
vote of the Board is subject to the right of the Zweig Funds, by vote of a
majority of its outstanding voting securities at any meeting called for the
purpose of voting on such action, to terminate such employment without penalty.
PricewaterhouseCoopers LLP has advised the Board that it has no direct or
material indirect ownership interest in the Zweig Funds.

PricewaterhouseCoopers LLP served as the independent auditors for the
Zweig Funds during the most recent fiscal year. Services performed by
PricewaterhouseCoopers LLP during such time have included (i) the audit of
annual financial statements and limited review of unaudited semiannual financial
statements; (ii) assistance and consultation in connection with filings with the
SEC; and (iii) the preparation of federal income tax returns filed on behalf of
the Zweig Funds. In recommending the continuation and selection of the Zweig
Fund's accountants, the Board reviewed the nature and scope of the services to
be provided (including non-audit services) and whether the performance of such
services would affect the accountants' independence. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the Meeting, will be
given the opportunity to make a statement if they so desire, and are expected to
be available to respond to appropriate questions.

The ratification of the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Zweig Funds requires the affirmative vote of a
majority of votes cast at the Meeting by shareholders.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF
THE SELECTION OF INDEPENDENT ACCOUNTANTS.

OTHER INFORMATION

SHAREHOLDER MEETING COSTS

The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement and all other costs in connection with
solicitation of proxies related to the required approvals will be paid by
Zweig/Glaser Advisers and Phoenix, including any additional solicitation made by
letter, telephone or telegraph. In addition to solicitation by mail, certain
officers and representatives of the Zweig Funds, officers and employees of
Zweig/Glaser Advisers and Phoenix and certain financial services firms and their
representatives, who will receive no extra compensation for their services, may
solicit proxies by telephone, telegram or personally. In addition,

24
<PAGE> 27
Zweig/Glaser Advisers and Phoenix may retain a firm to solicit proxies on behalf
of the Board; the fee for which will be borne by Zweig/Glaser Advisers and
Phoenix.

ANNUAL REPORTS

A copy of your Fund's annual report for the fiscal year ended December
31, 1998 will be sent to all shareholders in February 1999 and a copy of the
1997 annual report and the semiannual report for June 30, 1998 is available
without charge upon request by writing to the Zweig Funds at 900 Third Avenue,
New York, NY 10022-4728 or by calling 1-800-272-2700.

PROPOSALS OF SHAREHOLDERS

Under Delaware law, the Zweig Series Trust is not required to hold an
annual shareholder meeting, but it will hold special meetings as required or
deemed desirable, or upon request by holders of 10% of the shares. Since the
Zweig Funds do not hold regular meetings of shareholders, the anticipated date
of the next special shareholder meeting cannot be provided. If an annual meeting
is called, any shareholder who wishes to submit a proposal for consideration at
the meeting should submit the proposal promptly to the Secretary of the Zweig
Series Trust. Any proposal to be considered for submission to shareholders must
comply with Rule 14a-8 under the Securities Exchange Act of 1934.

In tallying shareholder votes, abstentions (i.e., shares for which a
proxy is presented, but which abstains from voting on one or more matters) and
"broker non-votes" (i.e., shares held by brokers or nominees for which proxies
are presented but as to which (i) instructions have not been received from the
beneficial owners or persons entitled to vote and (ii) the broker or nominee
does not have discretionary voting power on a particular matter because it is a
non-routine matter) will be counted for purposes of determining whether a quorum
is present for the conduct of business at the Meeting. Broker non-votes do not
constitute votes for or against any proposal, do not constitute an abstention,
and will be disregarded in determining votes cast. Broker non-votes are not
likely to be relevant to this meeting because all three items to be voted upon
by the shareholders involve matters that are considered routine and within the
discretion of brokers to vote if no customer instructions are received.

Proxies given by telephone or electronically transmitted instruments
may be counted if obtained pursuant to procedures designed to verify that such
instructions have been authorized.

25
<PAGE> 28

OTHER MATTERS TO COME BEFORE THE MEETING

The Board of Trustees is not aware of any matters that will be
presented for action at the Meeting other than the matters set forth herein.
Should any other matters requiring a vote of shareholders arise, the proxy in
the accompanying form will confer upon the person or persons entitled to vote
the shares represented by such proxy the discretionary authority to vote matters
in accordance with their best judgment.

By Order of the Board of Trustees
Eugene J. Glaser, Chairman and
Chief Executive Officer

January 13, 1999

PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

26
<PAGE> 29

EXHIBIT A
---------

ZWEIG SERIES TRUST
MANAGEMENT AGREEMENT

March __,1999

ZWEIG/GLASER ADVISERS
900 Third Avenue
New York, New York 10022

Gentlemen:

The undersigned, Zweig Series Trust, a Delaware business trust (the
"Trust"), is an investment company registered under the Investment Company Act
of 1940, as amended (the "1940 Act"). The Trust currently offers shares of seven
series, the Zweig Strategy Fund, Zweig Appreciation Fund, Zweig Growth & Income
Fund, Zweig Managed Assets, Zweig Government Fund, Zweig Foreign Equity Fund and
Zweig Cash Fund. Each series issues four classes of shares, currently designated
as Class A, Class B, Class C and Class I shares (the "Class A, Class B, Class C
and Class I shares"), and Zweig Cash Fund also issues a class of shares
designated as Class M Shares. In the future, the Trust may authorize and issue
other series and other classes of shares.

Each series of the Trust invests and reinvests its assets in a
portfolio of securities and investments. The Trust hereby engages you to act as
its investment manager for shares of each class of each series of the Trust
authorized now or in the future, subject to the terms and conditions herein set
forth.

SECTION 1. Investment Management Services.
------------------------------

You shall use your staff and other facilities to conduct and maintain a
continuous review of each series' portfolio of securities and investments, and
shall advise and assist each series of the Trust with respect to the selection,
acquisition, holding and disposal of securities. In so doing, you shall be
guided by the investment objectives and policies of each series as delineated
and limited by the statements contained in documents filed with the Securities
and Exchange Commission (the "SEC"), as amended from time to time, by policies
adopted by the Board of Trustees of the Trust (the "Board") and by the
provisions of the 1940 Act and the rules promulgated thereunder, so that at all
times the Trust shall be in compliance with its policies and the provisions of
the 1940 Act. The Trust agrees to supply you with copies of all such documents
and to notify you of any changes in its investment objectives, policies and
restrictions.

In rendering such investment management services to the Trust pursuant
to this Agreement, you may employ, retain or otherwise avail yourself of the
services or facilities of other persons or organizations, for the purpose of
providing you or the Trust with such statistical and other factual information,
such advice regarding economic factors and trends, such advice as to occasional
transactions in specific securities or such other information, advice or
assistance as you may deem necessary, appropriate or convenient for the
discharge of your obligations hereunder or otherwise helpful to the Trust or in
the discharge of your overall responsibilities with respect to the other
accounts which you or your affiliates serve as investment manager.

You and any person performing executive, administrative or trading
functions for the Trust, whose services were made available to the Trust by
you, are specifically authorized to allocate brokerage and principal
business to firms that provide such services or facilities or to cause the
Trust to pay a member of a securities exchange or any other securities broker
or dealer an amount of commission for effecting a securities transaction in
excess of the amount of commission another member of an exchange, broker or
dealer would have charged for effecting that transaction, if you or such
person determine in good faith that such amount of commission is reasonable
in relation

A-1

<PAGE> 30
to the value of the brokerage and research services (as such services are
defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the
"1934 Act")) provided by such member, broker or dealer, viewed in terms of
either that particular transaction or your or such person's over-all
responsibilities with respect to the accounts as to which you or such person
exercises investment discretion (as that term is defined in Section 3(a)(35) of
the 1934 Act).

In acting under this Agreement, you shall be an independent contractor
and shall not be an agent of the Trust.

SECTION 2. Resumes and Reports, Etc.
------------------------

You shall maintain a continuous record of all the investments and
securities which comprise the portfolios of each series of the Trust and shall
furnish to the Board, at its regularly scheduled meetings and at such other
times as the Board may reasonably request, a resume of the portfolios and report
on all matters pertaining to your services as investment manager. In addition,
you shall furnish the Trust with such statistical information reasonably
available to you as the Board shall reasonably request.

SECTION 3. Additional Services to Be Furnished.
-----------------------------------

You shall keep the books and financial records of the Trust and shall
perform such other services as are reasonably incidental to the foregoing
duties. You shall assist in the computation of the net asset value of the shares
of each series of the Trust (in accordance with the Amended and Restated
Agreement and Declaration of Trust and the Trust's Prospectuses and Statements
of Additional Information, each as amended from time to time, and the
instructions of the Board pursuant thereto), and shall furnish to the Trust and
its distributor any statements with respect to the net asset value of the shares
of each series of the Trust and the net asset value per share of each series of
the Trust, at such times, and in such forms, as the Trust may prescribe. You
shall also furnish the Trust with office space reasonably suited to its
operations and with bookkeeping, internal accounting and administrative services
and shall permit such of your directors, officers and employees as may be
elected as directors or officers of the Trust to serve in the capacities to
which they are elected.

All services to be furnished by you under this Agreement may be
furnished through your, or your affiliates', directors, officers or employees.
However, the investment policies, the administration of its business and affairs
and all other acts of the Trust are and shall at all times be subject to the
approval and direction of the Board.

SECTION 4. Multiple Capacities.
-------------------

Nothing contained in this Agreement shall be deemed to prohibit you
from acting, and being separately compensated for acting, in one or more
capacities on behalf of the Trust, including, but not limited to, the capacities
of broker or distributor. The Trust understands that you and your affiliates may
act as investment manager or in other capacities as aforesaid on behalf of other
investment companies and customers. While information and recommendations you
supply to the Trust shall in your judgment be appropriate under the
circumstances and in light of the investment objectives and policies of the
Trust, they may be different from the information and recommendations you supply
to other investment companies and customers. You shall give the Trust equitable
treatment under the circumstances in supplying information, recommendations and
any other services requested of you, but you shall not be required to give
preferential treatment to the Trust as compared with the treatment given to any
other investment company or customer. Whenever you shall act in multiple
capacities on behalf of the Trust, you shall maintain the appropriate separate
accounts and records for each such capacity. All information and advice supplied
by you to the Trust hereunder shall be for its own use exclusively.

SECTION 5. Payment of Expenses.
-------------------

You shall assume and pay all of your own costs and expenses under this
Agreement. The Trust shall assume and pay, or reimburse you for, all expenses
incurred in the operation of the Trust (to the extent not specifically

A-2

<PAGE> 31

allocated to you hereunder) and, in particular but without limitation, the
Trust shall bear the cost of and pay all interest, taxes, fees and
commissions of every kind, expenses of issue, repurchase or redemption of
shares, expenses of registering or qualifying shares for sale, insurance,
association membership dues, all charges of custodians (including fees as
custodian, escrow agent, for keeping books and performing portfolio
valuations), transfer agents, registrars, dividend disbursing agents,
independent auditors and legal counsel, expenses of preparing, printing and
distributing prospectuses and all proxy materials, reports and notices to
shareholders, expenses of distribution of shares in accordance with a plan
adopted pursuant to Rule 12b-1 under the 1940 Act, out-of-pocket expenses
of trustees and fees of trustees who are not "interested persons", and all
other costs incident to the Trust's existence. The preceding sentence shall
govern the allocation of expenses between the parties in all respects.

SECTION 6. Compensation for Services.
-------------------------

The Trust will pay to you, with respect to the Class A, Class B, Class
C and Class I shares of each series, and for Class M Shares of Zweig Cash Fund,
a monthly management fee based on the average daily net assets of each class of
the series of the Trust at the following annual rates:

Zweig Strategy Fund .75%
Zweig Appreciation Fund 1.00%
Zweig Growth & Income Fund .75%
Zweig Managed Assets 1.00%
Zweig Foreign Equity Fund 1.00%
Zweig Government Fund .60%
Zweig Cash Fund .50%

The net assets on each such day shall be the net assets used in
determining the price at which shares of a series of the Trust are sold,
repurchased or redeemed on such day.

Notwithstanding the foregoing, nothing shall preclude you or your
affiliates from executing brokerage transactions for the Trust, charging the
Trust brokerage commissions therefor and deriving profit therefrom, provided
such payments to you by the Trust are reviewed at each annual continuation
hereof required by the 1940 Act and Section 9 below.

SECTION 7. Liability of the Investment Manager, Etc.
----------------------------------------

You shall be liable for your own acts and omissions caused by your
willful misfeasance, bad faith or gross negligence in the performance of your
duties or by your reckless disregard of your obligations under this Agreement,
and nothing herein shall protect you against any such liability to the Trust or
its security holders. You shall not be liable for the acts and omissions of any
agent employed by you, nor for those of any bank, trust company, broker or other
person with whom, or into whose hands, any monies, shares of the Trust or
securities and investments may be deposited or come, pursuant to the provisions
of this Agreement. You shall not be liable for any defect in title of any
property acquired nor for any loss unless it shall occur through your own
willful default. Subject to the first sentence of this section, you shall not be
liable for any action taken or omitted on advice, obtained in good faith, of
counsel, provided such counsel is satisfactory to the Trust.

SECTION 8. Termination of Agreement, Assignment, Etc.
-----------------------------------------

This Agreement may be terminated at any time, without the payment of
any penalty, upon sixty (60) days' written notice by the terminating party to
the other party, by you or by the Trust, acting pursuant to a resolution adopted
by its Board, or by a vote of the holders of the lesser of (1) 67% of the
Trust's voting shares present if the holders of more than 50% of the outstanding
shares are present in person or in proxy, or (2) more than 50% of the
outstanding shares of the Trust.

A-3

<PAGE> 32
This Agreement shall automatically terminate in the event of its
assignment. Termination shall not affect rights of the parties which have
accrued prior thereto.

SECTION 9. Duration of Agreement.
---------------------

Unless sooner terminated, this Agreement shall continue in effect for
two years, and thereafter until terminated, provided that the continuation of
this Agreement and the terms thereof are specifically approved annually in
accordance with the requirements of the 1940 Act by a majority of the Trustees,
including a majority of the Trustees who are not "interested persons" of you or
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval.

SECTION 10. Definition.
----------

The terms "assignment" and "interested person" when used in this
Agreement shall have the meanings given such terms in the 1940 Act and the rules
and regulations thereunder.

SECTION 11. Obligation of the Trust.
-----------------------

The Trust's Amended and Restated Agreement and Declaration of Trust, as
amended, is on file with the Secretary of the State of Delaware and notice is
hereby given that this Agreement is made and executed on behalf of the Trust,
and not by the Trustees or officers of the Trust individually, and the
obligations of or arising out of this Agreement are not binding upon the
Trustees, officers or shareholders of the Trust individually but are binding
only upon the assets and property of the Trust.

SECTION 12. Concerning Applicable Provisions of Law, Etc.
--------------------------------------------

This Agreement shall be subject to all applicable provisions of law,
including, without limitation, the applicable provisions of the 1940 Act, and,
to the extent that any provisions herein contained conflict with any such
applicable provisions of law, the latter shall control.

SECTION 13. Change in the Partnership.
-------------------------

You shall notify the Trust in writing of any change in the membership
of partners of the Zweig/Glaser Advisers general partnership within fifteen (15)
days after such change.

SECTION 14. Counterparts.
------------

This Agreement may be executed by any one or more of the parties in any
number of counterparts, each of which shall be deemed to be an original, but all
such counterparts shall together constitute one and the same instrument.

A-4

<PAGE> 33

SECTION 15. Effective Date.

This Agreement shall be effective upon the closing of the acquisition
of Zweig/Glaser Advisers by Phoenix Investment Partners, Ltd., and after its
initial approval by the Board of Trustees and shareholders in accordance with
the 1940 Act.

Very truly yours,

ZWEIG SERIES TRUST

By:_______________________
Name:
Title:

Attest:________________

Accepted and agreed to this _______ day of ______________ 1999.

ZWEIG/GLASER ADVISERS

By:______________________
Name:
Title:

Attest:__________________

A-5
<PAGE> 34

EXHIBIT B
---------

SERVICING AGREEMENT

THIS SERVICING AGREEMENT is made and entered into as of this day of
__________, 1999 by and among Zweig/Glaser Advisers, a New York general
partnership, Zweig Total Return Advisors, Inc., a Delaware corporation, and
Zweig Advisors Inc., a Delaware corporation (collectively, the "Company"), and
Zweig Consulting LLC, a New York limited liability company ("Zweig").

WHEREAS Phoenix Investment Partners, Ltd., a Delaware corporation
("Phoenix"), has entered into an Acquisition Agreement (the "Acquisition
Agreement") with Zweig/Glaser Advisers, a New York general partnership, Euclid
Advisors LLC, a New York limited liability company, Zweig Advisors Inc., a
Delaware corporation, Zweig Total Return Advisors, Inc., a Delaware corporation,
and Zweig Securities Corp., a New York corporation (collectively, the
"Sellers"), and the Equityholders named therein providing for, among other
things, the acquisition of all of the capital stock and partnership interests of
the Companies by Phoenix and/or one or more wholly-owned subsidiaries of Phoenix
(capitalized terms defined in the Acquisition Agreement and not otherwise
defined herein are used herein with such defined meanings);

WHEREAS Zweig has heretofore performed services to the Company and the
Company is desirous of obtaining certain services and Martin E. Zweig, as the
President of Zweig (the "President"), has indicated to the Company that he and
his designated research associates (the "Associates") will provide the Company
and its Affiliates with such services as are specified in this Agreement; and

WHEREAS the Company and Zweig have provided investment advisory
services to investment companies registered under the Investment Company Act of
1940 (each a "Fund" and collectively "Funds") and desire to continue to provide
those investment advisory services;

NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto, intending to be legally bound, agree as follows:

1. Services

1.1 For this engagement, 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 Closing Date, to the business and
affairs of the Company and its Affiliates and to the promotion of its and their
interests, in particular, 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 Closing Date (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 Closing Date. This Agreement shall be effective as of the Closing Date for
the term described in Section 2 below.

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 mutually agreed upon and reasonably convenient to
both parties, taking into account the nature, exigencies and reasons for the
assistance required.

1.3 Notwithstanding Section 1.2, but subject to all of the other
terms and conditions of this Agreement, including in particular Sections 4 and
13, Zweig may continue to provide consulting services (whether in a managerial,
employee, consultant or other capacity) to the Affiliated Investment Partnership
Management Companies and the related investment partnerships and Watermark
Securities, Inc. and their successor or affiliate entities, as may exist from
time to time; provided, however, that in no event may Zweig provide services to
any "Competing Business" as defined in the Noncompetition/Nonsolicitation
Agreement dated the date hereof between the President and Phoenix (the
"Noncompetition/Nonsolicitation Agreement"). The President shall also continue
to be permitted to serve as the President of Zweig Series Trust, The Zweig Fund,
Inc. and The Zweig Total Return Fund, Inc.

B-1
<PAGE> 35

2. Term
----

2.1 This Agreement shall be effective as of the Closing Date and
shall continue until the third anniversary thereof (the "Term") or such earlier
date as provided in Section 2.2; and with respect to any Fund, unless sooner
terminated, this Agreement shall continue in effect for two years, and
thereafter until terminated, provided that the continuation of this Agreement
and the terms thereof are specifically approved annually in accordance with the
requirements of the Investment Company Act of 1940 by a majority of such Fund's
outstanding voting securities or a majority of its board of directors or
trustees, and, in any event, by a majority of the directors or trustees 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.

2.2 The Company may terminate this Agreement immediately for Cause
and in the event of the President's death or Disability, and upon 30 days'
notice in the event of termination without Cause; and with respect to any Fund,
this Agreement may be terminated at any time, without payment of any penalty, by
the board of directors or trustees of that Fund, or by a vote of a majority (as
defined in the Investment Company Act of 1940) of the outstanding voting
securities of the Fund to which this Agreement is applicable, upon not less than
sixty (60) day's written notice. With respect to any Fund, this Agreement shall
automatically terminate 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 upon the termination of the Fund's investment
advisory agreement with the company that serves as its investment adviser.

2.3 Upon termination of this Agreement by the Company for Cause or in
the event of the President's death or Disability, the Company's payment to Zweig
of fees earned to the date of such termination shall be in full satisfaction of
all claims against the Company under this Agreement. If Zweig's engagement with
the Company hereunder is terminated by the Company other than for Cause or the
President's death or Disability, the Company shall continue to pay to Zweig the
Consulting Fees at a rate equal to the average of the monthly Consulting Fees
for the six months immediately preceding the month in which such termination
occurred (or for the number of months in the Term that have elapsed as of the
date of termination, if fewer) for the remainder of the Term.

2.4 (i) For purposes of this Agreement, a termination of Zweig's
engagement hereunder is for "Cause" if the termination is evidenced by 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 contendere to, any
felony or misdemeanor involving an investment or investment-related business,
(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, or (e) the President has breached the
Noncompetition/Nonsolicitation Agreement.

(ii) For purposes of this Agreement, "Disability" means 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.

3. Compensation

3.1 During the Term, for the Services to be provided by Zweig under
this Agreement, the Company agrees to pay Zweig consulting fees equal to the
share of the costs and expenses of Zweig that are allocable to the Company in
performing the Services, determined in good faith on a basis consistent with
Zweig's practice prior to the

B-2
<PAGE> 36

Closing Date, after taking into consideration the percentage of the President's
and each Associate's time devoted to performing the Services (the "Consulting
Fees"). Any material deviation from past practice in the determination of the
Consulting Fees shall require the consent of the Company. In no event shall the
Consulting Fees in any calendar year exceed [$ * ] without the consent of the
Company which shall not be unreasonably withheld. The Consulting Fees shall be
payable monthly in arrears on the fifth day of each month, following submission
by Zweig to the Company of an itemized bill, setting forth in reasonable detail
the calculation of the Consulting Fees and the basis for the allocation of costs
and expenses to the Company. The Company and its accountants and other advisors
shall have access during normal business hours, and without material business
interruption, to the books and records and personnel of Zweig relevant to the
determination of the Consulting Fees.

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 its clients.

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 provisions of Section 2.3 hereof, upon termination
of this engagement 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.

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 the
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.

- ---------------
* Such amount shall be in the range of approximately $1,500,000 to $2,500,000
as determined by negotiation by the parties in good faith prior to the Closing.

B-3
<PAGE> 37
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.

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 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

B-4
<PAGE> 38

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.

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; and (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, 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.

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 without regard to any conflict of law rules
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.

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

B-5
<PAGE> 39

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 the address below stated of the party to which notice is
given, or to such changed address as such party may have fixed by notice:

To the Company: Zweig/Glaser Advisers
900 Third Avenue
New York, New York 10022
Attention: Eugene Glaser
Telephone: (212) 451-1100
Facsimile: (212) 451-1494

and

Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
Attention: Thomas N. Steenburg, Esq.
Vice President and General Counsel
Telephone: (860) 403-5261
Facsimile: (860) 403-7600

To Zweig: Zweig Consulting LLC
900 Third Avenue
New York, New York 1002
Attention: Martin E. Zweig
Telephone: (212) 451-1100
Facsimile: (212) 451-1494

provided, however, that any notice of change of address shall be effective only
- -------- -------
upon receipt.

B-6
<PAGE> 40

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.

Very truly yours,

ZWEIG/GLASER ADVISERS

By:__________________________________
Name:
Title:

ZWEIG TOTAL RETURN ADVISORS, INC.

By:__________________________________
Name:
Title:

ZWEIG ADVISORS INC.

By:__________________________________
Name:
Title:

ACCEPTED AND AGREED TO:

ZWEIG CONSULTING LLC

By:__________________________________
Name: Martin E. Zweig
Title: President

ACCEPTED AND AGREED TO AS
TO SECTIONS 4.1 and 13:

_____________________________________
Martin E. Zweig

B-7
<PAGE> 41

- -

EXHIBIT C

LIST OF 5% SHAREHOLDERS

Name Zweig Strategy Fund Percent

Name Zweig Appreciation Fund Percent

Name Zweig Growth & Income Fund Percent

Name Zweig Managed Assets Percent

Name Zweig Foreign Equity Fund Percent

Name Zweig Government Fund Percent

Name Zweig Government Cash Fund Percent

C-1
<PAGE> 42
ZWEIG SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 25, 1999

PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

The undersigned shareholder of the Zweig Strategy Fund, hereby appoints MARTIN
E. ZWEIG, AL RATCLIFFE and EUGENE J. GLASER, and each of them, with full power
and substitution and revocation, as proxies to represent the undersigned at the
Special Meeting of Shareholders of the Fund to be held at the offices of Zweig
Series Trust, located at 900 Third Avenue, New York, New York, on February 25,
1999 at 10:00 A.M., at any and all adjournments thereof, and thereat to vote 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
the 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
APPROVAL OF ALL MATTERS LISTED ON THIS PROXY 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 SPECIAL MEETING AND PROXY STATEMENT.

(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE).

PLEASE MARK BOXES [*] OR [X] IN BLUE OR BLACK INK.

<TABLE>

1. To approve the new Management Agreement and the new Servicing Agreement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

2. GRANTING [ ] WITHHOLDING [ ] authority to vote for the election as Trustees of all nominees
listed below:
Claire B. Benenson, James Balog, S. Leland Dill, Eugene J. Glaser and Donald B. Romans
(To withhold authority to vote for any individual nominee, strike a line through the nominee's name.)

3. To ratify the selection of PricewaterhouseCoopers LLP as independent accountants.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

In their discretion, on such other matters as may properly come before the meeting and any adjournments
thereof.
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.

Dated:------------------------------------, 1999

------------------------------------------------
Signature

</TABLE>

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE> 43
ZWEIG SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 25, 1999

PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

The undersigned shareholder of the Zweig Appreciation Fund, hereby
appoints MARTIN E. ZWEIG, AL RATCLIFFE and EUGENE J. GLASER, and each of them,
with full power and substitution and revocation, as proxies to represent the
undersigned at the Special Meeting of Shareholders of the Fund to be held at
the offices of Zweig Series Trust, located at 900 Third Avenue, New York, New
York, on February 25, 1999 at 10:00 A.M., at any and all adjournments thereof,
and thereat to vote 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 the 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 APPROVAL OF ALL MATTERS LISTED ON THIS PROXY 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 SPECIAL MEETING AND PROXY STATEMENT.

(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE).

PLEASE MARK BOXES [*] OR [X] IN BLUE OR BLACK INK.

<TABLE>

1. To approve the new Management Agreement and the new Servicing Agreement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

2. GRANTING [ ] WITHHOLDING [ ] authority to vote for the election as
Trustees of all nominees listed below:
Claire B. Benenson, James Balog, S. Leland Dill, Eugene J. Glaser and Donald B. Romans
(To withhold authority to vote for any individual nominee, strike a line through the nominee's name.)

3. To ratify the selection of PricewaterhouseCoopers LLP as independent accountants.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

In their discretion, on such other matters as may properly come before the meeting and any adjournments thereof.

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.

Dated: ------------------------------------------, 1999

--------------------------------------------------------
Signature

</TABLE>

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE> 44
ZWEIG SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 25, 1999

PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

The undersigned shareholder of the Zweig Growth & Income Fund, hereby
appoints MARTIN E. ZWEIG, AL RATCLIFFE and EUGENE J. GLASER, and each of them,
with full power and substitution and revocation, as proxies to represent the
undersigned at the Special Meeting of Shareholders of the Fund to be held at the
offices of Zweig Series Trust, located at 900 Third Avenue, New York, New York,
on February 25, 1999 at 10:00 A.M., at any and all adjournments thereof, and
thereat to vote 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 the 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 APPROVAL OF ALL MATTERS LISTED ON THIS PROXY 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 SPECIAL MEETING AND PROXY STATEMENT.

(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE).

PLEASE MARK BOXES [*] OR [X] IN BLUE OR BLACK INK.

<TABLE>

1. To approve the new Management Agreement and the new Servicing Agreement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

2. GRANTING [ ] WITHHOLDING [ ] authority to vote for the election as
Trustees of all nominees listed below:
Claire B. Benenson, James Balog, S. Leland Dill, Eugene J. Glaser and Donald B. Romans
(To withhold authority to vote for any individual nominee, strike a line through the nominee's name.)

3. To ratify the selection of PricewaterhouseCoopers LLP as independent accountants.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

In their discretion, on such other matters as may properly come before the meeting and any adjournments
thereof.

Dated:----------------------------------------- , 1999

-------------------------------------------------------
Signature

-------------------------------------------------------
Signature
</TABLE>

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE> 45
ZWEIG SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 25, 1999

PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

The undersigned shareholder of the Zweig Managed Assets, hereby
appoints MARTIN E. ZWEIG, AL RATCLIFFE and EUGENE J. GLASER, and each of them,
with full power and substitution and revocation, as proxies to represent the
undersigned at the Special Meeting of Shareholders of the Fund to be held at the
offices of Zweig Series Trust, located at 900 Third Avenue, New York, New York,
on February 25, 1999 at 10:00 A.M., at any and all adjournments thereof, and
thereat to vote 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 the 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 APPROVAL OF ALL MATTERS LISTED ON THIS PROXY 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 SPECIAL MEETING AND PROXY STATEMENT.

(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE).

PLEASE MARK BOXES [*] OR [X] IN BLUE OR BLACK INK.
<TABLE>

<S> <C> <C> <C>
1. To approve the new Management Agreement and the new Servicing Agreement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

2. GRANTING [ ] WITHHOLDING [ ] authority to vote for the election as
Trustees of all nominees listed below:
Claire B. Benenson, James Balog, S. Leland Dill, Eugene J. Glaser and Donald B. Romans
(To withhold authority to vote for any individual nominee, strike a line through the nominee's name.)

3. To ratify the selection of PricewaterhouseCoopers LLP as independent accountants.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

Dated:----------------------------------, 1999

----------------------------------------------
Signature

----------------------------------------------
Signature
</TABLE>
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE> 46
ZWEIG SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 25, 1999

PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

The undersigned shareholder of the Zweig Foreign Equity Fund, hereby
appoints MARTIN E. ZWEIG, AL RATCLIFFE and EUGENE J. GLASER, and each of them,
with full power and substitution and revocation, as proxies to represent the
undersigned at the Special Meeting of Shareholders of the Fund to be held at the
offices of Zweig Series Trust, located at 900 Third Avenue, New York, New York,
on February 25, 1999 at 10:00 A.M., at any and all adjournments thereof, and
thereat to vote 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 the 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 APPROVAL OF ALL MATTERS LISTED ON THIS PROXY 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 SPECIAL MEETING AND PROXY STATEMENT.

(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE).

PLEASE MARK BOXES [*] OR [X] IN BLUE OR BLACK INK.
<TABLE>

1. To approve the new Management Agreement and the new Servicing Agreement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

2. GRANTING [ ] WITHHOLDING [ ] authority to vote for the election as
Trustees of all nominees listed below:
Claire B. Benenson, James Balog, S. Leland Dill, Eugene J. Glaser and Donald B. Romans
(To withhold authority to vote for any individual nominee, strike a line through the nominee's name.)

3. To ratify the selection of PricewaterhouseCoopers LLP as independent accountants.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

In their discretion, on such other matters as may properly come before the meeting and any adjournments
thereof.

Dated:----------------------------------------- , 1999

-------------------------------------------------------
Signature

--------------------------------------------------------
Signature
</TABLE>

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE> 47

ZWEIG SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 25, 1999

PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

The undersigned shareholder of the Zweig Government Fund, hereby
appoints MARTIN E. ZWEIG, AL RATCLIFFE and EUGENE J. GLASER, and each of them,
with full power and substitution and revocation, as proxies to represent the
undersigned at the Special Meeting of Shareholders of the Fund to be held at the
offices of Zweig Series Trust, located at 900 Third Avenue, New York, New York,
on February 25, 1999 at 10:00 A.M., at any and all adjournments thereof, and
thereat to vote 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 the 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 APPROVAL OF ALL MATTERS LISTED ON THIS PROXY 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 SPECIAL MEETING AND PROXY STATEMENT.

(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE).

PLEASE MARK BOXES [*] OR [x] IN BLUE OR BLACK INK.
<TABLE>

<S> <C> <C> <C> <C>
1. To approve the new Management Agreement and the new Servicing Agreement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

2. GRANTING [ ] WITHHOLDING [ ] authority to vote for the election
as Trustees of all nominees listed below:
Claire B. Benenson, James Balog, S. Leland Dill, Eugene J. Glaser and Donald B. Romans
(To withhold authority to vote for any individual nominee, strike a line through the nominee's name.)

3. To ratify the selection of PricewaterhouseCoopers LLP as independent accountants.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

In their discretion, on such other matters as may properly come before the meeting and any adjournments
thereof.
Please sign exactly as 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.

Dated: -------------------------------, 1999

--------------------------------------------
Signature

--------------------------------------------
Signature
</TABLE>

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE> 48
ZWEIG SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 25, 1999

PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

The undersigned shareholder of the Zweig Government Cash Fund, hereby
appoints MARTIN E. ZWEIG, AL RATCLIFFE and EUGENE J. GLASER, and each of them,
with full power and substitution and revocation, as proxies to represent the
undersigned at the Special Meeting of Shareholders of the Fund to be held at the
offices of Zweig Series Trust, located at 900 Third Avenue, New York, New York,
on February 25, 1999 at 10:00 A.M., at any and all adjournments thereof, and
thereat to vote 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 the 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 APPROVAL OF ALL MATTERS LISTED ON THIS PROXY 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 SPECIAL MEETING AND PROXY STATEMENT.

(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE).

PLEASE MARK BOXES [*] OR [X] IN BLUE OR BLACK INK.
<TABLE>

1. To approve the new Management Agreement and the new Servicing Agreement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

2. GRANTING [ ] WITHHOLDING [ ] authority to vote for the election as
Trustees of all nominees listed below:
Claire B. Benenson, James Balog, S. Leland Dill, Eugene J. Glaser and Donald B. Romans
(To withhold authority to vote for any individual nominee, strike a line through the nominee's name.)

3. To ratify the selection of PricewaterhouseCoopers LLP as independent accountants.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

Dated:-------------------------------------, 1999

--------------------------------------------------
Signature

--------------------------------------------------
Signature
</TABLE>

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.