ZWEIG SERIES TRUST, 497, 1998-05-06

ZWEIG SERIES TRUST
497, 1998-05-06

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<PAGE>

Zweig
Series Trust PROSPECTUS
.
.
. Zweig Strategy Fund
.
. Zweig Appreciation Fund
.
. Zweig Growth & Income Fund
May 1, 1998(left arrow). . . . . . .
Zweig Managed Assets

Zweig Foreign Equity Fund

Zweig Government Fund

Zweig Government Cash Fund

There are seven Zweig Mutual Funds. Together they make up the Zweig Series
Trust. Each has its own investment policies designed to help you achieve your
financial goals.

The Zweig approach is based on the belief that successful investing requires
skill both in making money during bull markets and in limiting losses during
major market declines. We designed our mutual funds for investors who seek to
balance the need for long-term capital appreciation with the need to limit the
risks associated with investing in stocks.

The funds are:
o Zweig Strategy Fund -- the Zweig approach to investing in mid-sized and
large-company stocks
o Zweig Appreciation Fund -- the Zweig approach to investing in small-company
stocks
o Zweig Growth & Income Fund -- the Zweig approach to investing in growth stocks
and high dividend stocks
o Zweig Managed Assets -- the Zweig approach to investing in domestic and
foreign stocks and bonds
o Zweig Foreign Equity Fund -- the Zweig approach to investing in foreign stocks
o Zweig Government Fund -- monthly income from U.S. Government and agency
securities

o Zweig Government Cash Fund (formerly named Zweig Cash Fund) -- daily income
from short-term U.S. Government and agency securities

This prospectus will help you learn more about our funds. Please read it
carefully before you invest, and keep it for future reference.

Call your financial advisor or write us at 900 Third Avenue, New York, NY
10022-4728, or call 1-800-272-2700 for more information.

Shares of the Zweig Mutual Funds are not deposits or obligations of, or
guaranteed, endorsed or insured by, any entity or person, including the U.S.
Government and the Federal Deposit Insurance Corporation. There can be no
assurance that the Zweig Government Cash Fund will be able to maintain a stable
net asset value of $1.00 a share.

Our Statement of Additional Information (SAI) dated May 1, 1998, as may be
amended from time to time, includes more information about the funds' policies
and procedures. It has been filed with the Securities and Exchange Commission
and is incorporated by reference into this Prospectus. The Commission maintains
a World Wide Web site at http://www.sec.gov that contains the SAI and other
information regarding the Trust.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

<PAGE>
FEE TABLE
Mutual fund investors bear two types of expenses: transaction expenses and
operating expenses. You pay transaction expenses when you buy shares in a fund.
The fund as a whole pays operating expenses, which reduce the fund's annual
return to you.

The table below is based on operating expenses for the last fiscal year.
The table does not represent future expense levels, which may be greater or less
than those shown. Federal regulations require the examples to assume a 5% annual
return, but actual annual returns have varied as shown in the column headed
"Total Return" in the table on the following page.

<TABLE>
<CAPTION>
Class Class Class Class
Shareholder Transaction Expenses A B C I
----- ----- ----- -----
<S> <C> <C> <C> <C>
Maximum Initial Sales Charge on purchases
(as % of Offering Price)
Zweig Strategy Fund, Zweig Appreciation Fund, Zweig Growth & Income Fund
and Zweig Managed Assets................................................. 5.50% None None None
Zweig Government Fund...................................................... 4.75% None None None
Zweig Government Cash Fund................................................. None None None None
Maximum Government Contingent Deferred Sales Charge (CDSC)
(as % of redemption proceeds)................................................ None* 5.00%** 1.25%*** None
</TABLE>

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

* A 1% CDSC is imposed on redemptions within 18 months of purchases of $1
million or more originally purchased without an initial sales charge as
described under "Quantity Discounts on Class A Shares," except for shares of
Zweig Government Cash Fund.

** The maximum CDSC is imposed on Class B Shares redeemed in the first year;
thereafter, the CDSC declines (See "Class B Shares").

*** The CDSC on Class C Shares applies only if redemption occurs in the first
year.

<TABLE>
<CAPTION>
Example: You would pay the
following expenses on a$1,000
investment assuming (a.) 5%
Annual Fund annual return and (b.)
Operating Expenses redemption at the end of each
(As % of average net assets) time period:
- ----------------------------------------------------------------------------------------------------------------------------
Total Fund
Management 12b-1 Other Operating 1 3 5 10
Fund Fees Fees(2) Expenses Expenses Year Years Years Years
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class A Shares
Zweig Strategy Fund............ 0.75% 0.30% 0.19% 1.24% $67 $ 92 $119 $197
Zweig Appreciation Fund........ 1.00 0.30 0.22 1.52 70 100 133 226
Zweig Growth & Income Fund..... 0.75 0.30 0.95 2.00 74 114 157 275
Zweig Managed Assets........... 1.00 0.30 0.29 1.59 70 102 137 234
Zweig Foreign Equity Fund(4)... -0-* 0.30 1.50* 1.80* 72 109 N/A N/A
Zweig Government Fund.......... 0.60 0.30 0.46 1.36 61 89 118 203
Zweig Government Cash
Fund(1)...................... -0-* 0.30 0.35* 0.65* 7 21 36 81
Class B Shares
Zweig Strategy Fund............ 0.75 1.00 0.19 1.94 70 91 125 200(3)
Zweig Appreciation Fund........ 1.00 1.00 0.22 2.22 73 99 139 230(3)
Zweig Growth & Income Fund..... 0.75 1.00 0.93 2.70 77 114 165 285(3)
Zweig Managed Assets........... 1.00 1.00 0.29 2.29 73 102 143 237(3)
Zweig Foreign Equity Fund(4)... -0-* 1.00 1.50* 2.50* 75 108 N/A N/A
Zweig Government Fund.......... 0.60 1.00 0.46 2.06 71 95 131 213(3)
Zweig Government Cash Fund(1).. -0-* 1.00 0.35* 1.35* 64 73 94 134(3)
Class C Shares
Zweig Strategy Fund............ 0.75 1.00 0.19 1.94 32 61 105 226
Zweig Appreciation Fund........ 1.00 1.00 0.22 2.22 35 69 119 255
Zweig Growth & Income Fund..... 0.75 1.00 0.95 2.70 40 84 145 311
Zweig Managed Assets........... 1.00 1.00 0.29 2.29 36 72 123 263
Zweig Foreign Equity Fund(4)... -0-* 1.00 1.50* 2.50* 38 78 N/A N/A
Zweig Government Fund.......... 0.60 0.75 0.46 1.81 31 57 98 213
Zweig Government Cash
Fund(1)...................... -0-* 0.30 0.35* 0.65* 19 21 36 81
Class I Shares
Zweig Strategy Fund............ 0.75 -- 0.19 0.94 10 30 52 115
Zweig Appreciation Fund........ 1.00 -- 0.22 1.22 12 39 67 148
Zweig Growth & Income Fund..... 0.75 -- 0.95 1.70 17 54 92 201
Zweig Managed Assets........... 1.00 -- 0.29 1.29 13 41 71 156
Zweig Foreign Equity Fund(4)... -0-* 1.00 1.50* 1.50* 15 47 N/A N/A
Zweig Government Fund.......... 0.60 -- 0.46 1.06 11 34 58 129
Zweig Government Cash
Fund(1)...................... 0.03* -- 0.32* 0.35* 4 11 20 44
</TABLE>

<TABLE>
<CAPTION>
Example: You would pay the
following expenses on a $1,000
investment assuming (a.) 5%
annual return and (b.) no
redemption:
--------------------------------------
1 3 5 10
Year Years Years Years
<S> <C> <C> <C> <C>
Class A Shares
Zweig Strategy Fund............ $67 $ 92 $119 $197
Zweig Appreciation Fund........ 70 100 133 226
Zweig Growth & Income Fund..... 74 114 157 275
Zweig Managed Assets........... 70 102 137 234
Zweig Foreign Equity Fund(4)... 72 109 N/A N/A
Zweig Government Fund.......... 61 89 118 203
Zweig Government Cash
Fund(1)...................... 7 21 36 81
Class B Shares
Zweig Strategy Fund............ 20 61 105 200(3)
Zweig Appreciation Fund........ 23 69 119 230(3)
Zweig Growth & Income Fund..... 27 84 145 285(3)
Zweig Managed Assets........... 23 72 123 237(3)
Zweig Foreign Equity Fund(4)... 25 78 N/A N/A
Zweig Government Fund.......... 21 65 111 213(3)
Zweig Government Cash Fund(1).. 14 43 74 134(3)
Class C Shares
Zweig Strategy Fund............ 20 61 105 226
Zweig Appreciation Fund........ 23 69 119 255
Zweig Growth & Income Fund..... 27 84 145 311
Zweig Managed Assets........... 23 72 123 263
Zweig Foreign Equity Fund(4)... 25 78 N/A N/A
Zweig Government Fund.......... 18 57 98 213
Zweig Government Cash
Fund(1)...................... 7 21 36 81
Class I Shares
Zweig Strategy Fund............ 10 30 52 115
Zweig Appreciation Fund........ 12 39 67 148
Zweig Growth & Income Fund..... 17 54 92 201
Zweig Managed Assets........... 13 41 71 156
Zweig Foreign Equity Fund(4)... 15 47 N/A N/A
Zweig Government Fund.......... 11 34 58 129
Zweig Government Cash
Fund(1)...................... 4 11 20 44
</TABLE>

* After expense reimbursement

(1) The manager has voluntarily undertaken to limit the expenses of Zweig
Government Cash Fund (exclusive of taxes, interest, brokerage commissions,
12b-1 fees and extraordinary expenses) until April 30, 1999 to 0.35% of its
average net assets. The Management Fees noted above, without reimbursement,
would be 0.50% for each Class, Other Expenses would be 0.94% for Class A
Shares 5.99% for Class B Shares, 0.85% for Class C Shares, and as shown for
Class I Shares; and Total Fund Operating Expenses would be 1.74% for Class A
Shares, 7.49% for Class B Shares, 1.65% for Class C Shares and 0.82% for
Class I Shares.

(2) The 12b-1 Fees include a 0.25% Service Fee, which is paid to financial
services firms, including National Association of Securities Dealers, Inc.
("NASD") member firms (commencing one year after purchase with respect to
Class B and Class C Shares) for continuous personal service by such firms to
investors in the Trust, such as responding to shareholder inquiries, quoting
net asset values, providing current marketing materials and attending to
other shareholder matters. The distributor retains all or a portion of the
asset-based sales charge also included in the 12b-1 Fees; the remainder is
paid to brokers for promoting sales of the Trust's shares. The NASD limits
asset based sales charges to 6.25% of new sales, plus interest. Long-term
shareholders may pay more than the economic equivalent of the maximum
front-end sales charges permitted by the NASD.
(3) Class B Shares automatically convert to Class A Shares after seven years
(see Class B Share Conversion Feature), accordingly, years eight through ten
reflect expenses of the Class A Shares.

(4) The manager has voluntarily undertaken to limit the expenses of Zweig
Foreign Equity Fund (exclusive of taxes, interest, brokerage commissions,
12b-1 fees and extraordinary expenses) until April 30, 1999 to 1.50% of its
average net assets. The Management Fees noted above, without reimbursement,
would be 1.00% for each Class, Other Expenses would be 2.61% for each Class,
and Total Fund Operating Expenses would be 3.91% for Class A Shares, 4.61%
for Class B and Class C Shares, and 3.61% for Class I Shares.

<PAGE>
Some Things You Should Know About Our Funds
Our funds are designed for investors who intend to invest for the long
term, not for investors who intend to liquidate their investment after a short
period of time.

There are risks associated with investing in the funds, including the
possible loss of capital. See "Risk Factors."

Each fund offers four classes of shares. Before you decide to purchase a
fund, you should determine which class is right for you. More information about
the classes of shares appears under the heading Choosing Among Classes When
Purchasing Shares.

Zweig/Glaser Advisers is the investment manager of the funds. Zweig
Securities Corp. is the principal distributor of the funds' shares.

FINANCIAL HIGHLIGHTS
The information presented below is for the fiscal year or period ended
December 31 for each of the years indicated.

Coopers & Lybrand L.L.P., the funds' independent accountants, has audited
this information. Their report for each of the last five years is included in
the 1997 Annual Report of the Trust which is available upon request and is
incorporated by reference into the Statement of Additional Information (SAI).

<CAPTION>
Ratios to Average Average
Net Assets Commission
----------------------- per Share
(18) on
Net Portfolio Portfolio Net Assets
Year Investment Turnover Trans- End of Year
ended Expenses Income Rate actions (in thousands)
- ----- -------- ---------- -------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Zweig Strategy Fund Class A(1)
1997 1.24% 1.20% 126% $ 0.0303 $565,721
1996 1.28 1.27 181 0.0302 581,149
1995 1.27 1.92 95 0.0290 558,286
1994 1.40 1.90 70 N/A 424,805
1993 1.43 1.00 359 N/A 405,884
1992 1.63 1.32 249 N/A 358,318
1991 1.58 1.79 179 N/A 367,343
1990 1.67 3.89 105 N/A 298,734
1989 N/A N/A N/A N/A 333,391
Zweig Strategy Fund Class B(6)
1997 1.94 0.19 126 0.0303 76,820
1996 1.98* 0.57* 181 0.0302 42,317
Zweig Strategy Fund Class C(3)
1997 1.94 0.50 126 0.0303 591,512
1996 1.98 0.57 181 0.0302 621,334
1995 1.97 1.22 95 0.0290 530,300
1994 2.10 1.20 70 N/A 307,011
1993 2.13 0.30 359 N/A 188,631
1992 2.43* 0.40* 249 N/A 64,697
Zweig Strategy Class I(7)
1997 0.94 1.50 126 0.0303 1,070
1996 0.98* 1.57* 181 0.0302 903
Zweig Appreciation Fund Class A(2)
1997 1.52 0.61 77 0.0305 293,809
1996 1.62 1.03 88 0.0293 275,935
1995 1.63 1.10 68 0.0340 272,590
1994 1.70 1.09 97 N/A 213,400
1993 1.73 0.52 69 N/A 230,230
1992 1.96 0.49 61 N/A 200,656
1991 2.19* 1.27* 8 N/A 157,948
Zweig Appreciation Fund Class B(6)
1997 2.22 (0.13) 77 0.0305 22,122
1996 2.32* 0.33* 88 0.0293 8,350
Zweig Appreciation Fund Class C(3)
1997 2.22 (0.09) 77 0.0305 248,584
1996 2.32 0.33 88 0.0293 218,714
1995 2.33 0.40 68 0.0340 195,204
1994 2.40 0.39 97 N/A 139,397
1993 2.43 (0.18) 69 N/A 105,957
1992 2.80* (0.32)* 61 N/A 42,089
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
Net Distribu-
Realized tions Total Net
Net Asset and Dividends from Net Dividends Asset
Value Net Unrealized Total from from Net Realized and Value ***
Year Beginning Investment Gains Investment Investment Capital Distribu- End of Total
ended of Year Income (Losses) Operations Income Gains tions Year Return
- ----- --------- ---------- ---------- ---------- ---------- --------- --------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Zweig Appreciation Fund Class I(7)
1997 $ 16.04 $ 0.15 $ 3.71 $ 3.86 $(0.13) $ (1.31) $ (1.44) $18.46 24.17%
1996 17.28 0.04 1.02 1.06 (0.04) (2.26) (2.30) 16.04 6.30**
Zweig Managed Assets Class A(4)
1997 12.75 0.13 1.83 1.96 -- (1.99) (1.99) 12.72 15.47
1996 12.48 0.35 0.86 1.21 (0.45) (0.49) (0.94) 12.75 9.80
1995 11.76 0.47 1.40 1.87 (0.75) (0.40) (1.15) 12.48 16.26
1994 12.38 0.33 (0.69) (0.36) (0.26) -- (0.26) 11.76 (2.93)
1993 11.34 0.22 1.13 1.35 (0.14) (0.17) (0.31) 12.38 11.98**
Zweig Managed Assets Class B(6)
1997 12.90 0.04 1.84 1.88 -- (1.99) (1.99) 12.79 14.67
1996 12.43 0.13 1.00 1.13 (0.17) (0.49) (0.66) 12.90 9.11**
Zweig Managed Assets Class C(4)
1997 12.76 0.04 1.82 1.86 -- (1.99) (1.99) 12.63 14.67
1996 12.49 0.27 0.85 1.12 (0.36) (0.49) (0.85) 12.76 9.03
1995 11.73 0.38 1.40 1.78 (0.62) (0.40) (1.02) 12.49 15.44
1994 12.36 0.23 (0.68) (0.45) (0.18) -- (0.18) 11.73 (3.66)
1993 11.34 0.15 1.13 1.28 (0.09) (0.17) (0.26) 12.36 11.34**
Zweig Managed Assets Class I(7)
1997 12.99 0.09 1.96 2.05 -- (1.99) (1.99) 13.05 15.88
1996 13.02 0.05 0.45 0.50 (0.04) (0.49) (0.53) 12.99 3.83**
Zweig Growth & Income Fund Class A(8)
1997(11) 11.37 0.24 2.36 2.60 (0.24) -- (0.24) 13.73 23.12
1996(12) 11.34 0.01 0.03 0.04 (0.01) -- (0.01) 11.37 0.39**
Zweig Growth & Income Fund Class B(8)
1997(11) 11.37 0.16 2.36 2.52 (0.16) -- (0.16) 13.73 22.29
1996(12) 11.34 0.01 0.03 0.04 (0.01) -- (0.01) 11.37 0.33**
Zweig Growth & Income Fund Class C(8)
1997(11) 11.38 0.17 2.33 2.50 (0.17) -- (0.17) 13.71 22.15
1996(12) 11.34 0.01 0.04 0.05 (0.01) -- (0.01) 11.38 0.42**
Zweig Growth & Income Fund Class I(8)
1997(11) 11.37 0.24 2.40 2.64 (0.24) -- (0.24) 13.77 23.42
1996(12) 11.34 0.02 0.03 0.05 (0.02) -- (0.02) 11.37 0.41**
Zweig Foreign Equity Fund Class A(10)
1997(13) 11.34 0.01 0.11 0.12 (0.01) -- (0.01) 11.45 1.09**
Zweig Foreign Equity Fund Class B(10)
1997(13) 11.34 0.01 0.11 0.12 (0.01) -- (0.01) 11.45 1.03**
Zweig Foreign Equity Fund Class C(10)
1997(13) 11.34 0.01 0.11 0.12 (0.01) -- (0.01) 11.45 1.03**
Zweign Foreign Equity Fund Class I(10)
1997(13) 11.34 0.02 0.12 0.14 (0.02) -- (0.02) 11.46 1.22**
Zweig Government Fund Class A
1997 9.81 0.52 0.28 0.80 (0.52) -- (0.52) 10.09 8.42
1996(14) 10.39 0.53 (0.58) (0.05) (0.53) -- (0.53) 9.81 (0.42)
1995+ 9.63 0.52 0.77 1.29 (0.53) -- (0.53) 10.39 13.84
1994 10.43 0.50 (0.79) (0.29) (0.51) -- (0.51) 9.63 (2.83)
1993 10.01 0.55 0.46 1.01 (0.59) -- (0.59) 10.43 10.35
1992 10.21 0.65 (0.22) 0.43 (0.63) -- (0.63) 10.01 4.51
1991 9.60 0.68 0.62 1.30 (0.69) -- (0.69) 10.21 14.35
1990 9.75 0.70 (0.15) 0.55 (0.70) -- (0.70) 9.60 6.09
1989 9.29 0.66 0.46 1.12 (0.66) -- (0.66) 9.75 12.46
1988 9.54 0.68 (0.25) 0.43 (0.68) -- (0.68) 9.29 4.63
Zweig Government Fund Class B(6)
1997 9.86 0.46 0.26 0.72 (0.43) -- (0.43) 10.15 7.55
1996(14) 9.76 0.29 0.11 0.40 (0.30) -- (0.30) 9.86 4.16**
Zweig Government Fund Class C(3)
1997 9381 0.48 0.27 0.75 (0.48) -- (0.48) 10.08 7.86
1996(14) 10.38 0.49 (0.58) (0.09) (0.48) (0.48) 9.81 (0.82)
1995+ 9.62 0.48 0.76 1.24 (0.48) -- (0.48) 10.38 13.27
1994 10.40 0.46 (0.79) (0.33) (0.45) -- (0.45) 9.62 (3.18)
1993 10.02 0.52 0.41 0.93 (0.55) -- (0.55) 10.40 9.48
1992 9.86 0.52 0.09 0.61 (0.45) -- (0.45) 10.02 6.31
Zweig Government Fund Class I(9)
1997 9.88 0.26 0.23 0.49 (0.26) -- (0.26) 10.11 5.01**
Zweig Government Cash Fund Class A(5)
1997(15) 1.00 0.05 -- 0.05 (0.05) -- (0.05) 1.00 4.97
1996(16) 1.00 0.05 -- 0.05 (0.05) -- (0.05) 1.00 4.83
1995(17) 1.00 0.05 -- 0.05 (0.05) -- (0.05) 1.00 5.08
1994 1.00 0.03 -- 0.03 (0.03) -- (0.03) 1.00 2.55**

Ratios to Average Average
Net Assets Commission
----------------------- per Share
(18) on
Net Portfolio Portfolio Net Assets
Year Investment Turnover Trans- End of Year
ended Expenses Income Rate actions (in thousands)
- ----- -------- ---------- -------- ---------- --------------
Zweig Appreciation Fund Class I(7)
1997 1.22% 0.90% 77% $ 0.0305 $ 2,735
1996 1.32* 1.33* 88 0.0293 2,202
Zweig Managed Assets Class A(4)
1997 1.59 2.40 168 0.0262 110,908
1996 1.64 2.64 187 0.0231 114,837
1995 1.59 3.69 239 0.0314 141,110
1994 1.68 2.70 299 N/A 154,441
1993 1.67* 1.93* 196 N/A 121,620
Zweig Managed Assets Class B(6)
1997 2.29 1.70 168 0.0262 18,117
1996 2.34* 1.94* 187 0.0231 6,339
Zweig Managed Assets Class C(4)
1997 2.29 1.70 168 0.0262 407,625
1996 2.34 1.94 187 0.0231 426,194
1995 2.29 2.99 239 0.0314 527,432
1994 2.38 2.00 299 N/A 570,710
1993 2.37* 1.23* 196 N/A 429,088
Zweig Managed Assets Class I(7)
1997 1.29 2.70 168 0.0262 2,645
1996 1.34* 2.94* 187 0.0231 2,893
Zweig Growth & Income Fund Class A(8)
1997 1.30 2.26 120 0.0307 6,836
1996 1.30* 1.47* 2 0.0260 2,508
Zweig Growth & Income Fund Class B(8)
1997 2.00 1.56 120 0.0307 11,920
1996 2.00* 0.77* 2 0.0260 2,693
Zweig Growth & Income Fund Class C(8)
1997 2.00 1.56 120 0.0307 13,525
1996 2.00* 0.77* 2 0.0260 4,509
Zweig Growth & Income Fund Class I(8)
1997 1.00 2.56 120 0.0307 1,686
1996 1.00* 1.77* 2 0.0260 101
Zweig Foreign Equity Fund Class A(10)
1997 1.80* 1.20* 64* 0.0336 414
Zweig Foreign Equity Fund Class B(10)
1997 2.50* 0.50* 64* 0.0336 713
Zweig Foreign Equity Fund Class C(10)
1997 2.50* 0.50* 64* 0.0336 1,177
Zweig Foreign Equity Fund Class I(10)
1997 1.50* 1.50* 64* 0.0336 1,012
Zweig Government Fund Class A
1997 1.36 5.26 128 N/A 28,062
1996 1.14 5.25 170 N/A 33,848
1995 1.26 5.22 195 N/A 42,207
1994 1.28 5.07 191 N/A 47,622
1993 1.30 5.46 256 N/A 60,207
1992 1.30 6.58 200 N/A 70,062
1991 1.42 7.10 361 N/A 83,859
1990 1.44 7.44 263 N/A 102,209
1989 1.88 7.04 445 N/A 119,742
1988 1.91 7.27 24 N/A 203,999
Zweig Government Fund Class B(6)
1997 2.06 4.56 128 N/A 1,215
1996 1.84* 4.55* 170 N/A 513
Zweig Government Fund Class C(3)
1997 1.81 4.81 128 N/A 10,199
1996 1.59 4.80 170 N/A 14,330
1995 1.71 4.77 195 N/A 19,778
1994 1.73 4.62 191 N/A 22,599
1993 1.75 5.01 256 N/A 21,301
1992 1.81* 5.93* 200 N/A 9,210
Zweig Government Fund Class I(9)
1997 1.06* 5.56* 128 N/A 1,050
Zweig Government Cash Fund Class A(5)
1997 0.65 4.85 N/A N/A 2,472
1996 0.65 4.73 N/A N/A 3,360
1995 0.87 4.97 N/A N/A 3,661
1994 0.62** 2.52** N/A N/A 4,303
</TABLE>

<PAGE>

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------

(1) Commenced operations on December 29, 1989.
(2) Commenced operations on October 7, 1991.
(3) Commenced operations on February 4, 1992.
(4) Commenced operations on February 8, 1993.
(5) Commenced operations on May 1, 1994.
(6) Commenced operations on April 8, 1996.
(7) Commenced operations on November 1, 1996.
(8) Commenced operations on November 26, 1996.

(9) Commenced operations on July 14, 1997.

(10) Commenced operations on November 24, 1997.

(11) During 1997, the manager voluntarily reimbursed Zweig Growth & Income Fund
Class A, Class B, Class C and Class I $.08, $.08, $.08 and $.08 per share
(0.70%, 0.70%, 0.70% and 0.70% ratio of expenses to average net assets),
respectively.
(12) During 1996, the manager voluntarily reimbursed Zweig Growth & Income Fund
Class A, Class B, Class C and Class I $.021, $.021, $.020 and $.021 per
share (2.07%, 2.07%, 2.07% and 2.07% ratio of expenses to average net
assets), respectively.
(13) During 1997, the manager voluntarily reimbursed Zweig Foreign Equity Fund
Class A, Class B, Class C and Class I $.03, $.03, $.03 and $.03 per share
(3.35%, 3.35%, 3.35% and 3.35% ratio of expenses to average net assets),
respectively.
(14) During 1996, the manager voluntarily reimbursed Zweig Government Fund Class
A, Class B and Class C $.002, $.003 and $.002 per share (0.22%, 0.26% and
0.22% ratio of expenses to average net assets), respectively.
(15) During 1997, the manager voluntarily reimbursed Zweig Government Cash Fund
Class A, Class B, Class C and Class I $.011, $.058, $.01 and $.005 per
share (1.09%, 6.14%, 1.00% and 0.47% ratio of expenses to average net
assets), respectively.

(16) During 1996, the manager voluntarily reimbursed Zweig Government Cash Fund
Class A, Class B, Class C and Class I $.007, $.007, $.006 and $.004 per
share (0.66%, 0.60%, 0.60% and 0.38% ratio of expenses to average net
assets), respectively.

(17) During 1995, the manager voluntarily reimbursed Zweig Government Cash Fund
Class A and Class C $.005 and $.003 per share (0.47% and 0.28% ratio of
expenses to average net assets), respectively.

(18) See "Portfolio Turnover Rate" elsewhere in this prospectus.
* Annualized.
** Not annualized.
*** Total Return does not consider the effect of any initial or contingent
deferred sales charge.

+ Based on the average number of shares outstanding during the year.

<PAGE>
ZWEIG SERIES TRUST

OUR INVESTMENT STYLE

Dr. Martin E. Zweig is the President of the Trust and Chairman of its investment
manager. He has created and refined a risk-averse style of money management over
a 27-year career providing investment advisory and portfolio management services
(the Zweig approach).

While we can offer no assurances that the Zweig approach will meet its
investment objectives, our long-term goal -- measured over bull and bear
markets -- is to achieve superior returns with less risk and volatility. We seek
to achieve this goal by participating solidly during rising markets and
protecting the bulk of those gains during major market declines. We define major
market declines as declines in the Standard & Poor's 500 Index or the Dow Jones
Industrial Average of at least 20%.

Unlike most other mutual funds and stock market indexes, our risk-averse funds
do not remain fully invested throughout bull and bear markets.

Thus, it is unlikely that our funds will keep pace with all-equity benchmarks
like the S&P 500 or the average stock fund (which typically has 90% or more of
its assets invested in stocks) during bull markets. We view leaving some profits
"on the table" during bull markets as a price we're willing to pay in exchange
for our loss limitation strategies.

Conversely, we do not expect these all-equity benchmarks to keep pace with the
loss limitation of Zweig Mutual Funds during major market declines. That doesn't
mean we'll be able to offer loss limitation during each phase of a decline.
While we do our best to reduce risk, we cannot eliminate risk.

In summary, while our goal is the same as most other mutual funds -- to generate
superior long-term returns for our shareholders -- the path we take is quite
different.

Dr. Zweig and his associates rely on fundamental and technical data to measure
the risk and reward characteristics of the stock and bond markets. These
indicators are constantly monitored and continuously refined. There are three
main groups of indicators: monetary indicators (e.g. the trend of interest
rates, Federal Reserve policy, commodity prices and industrial production),
sentiment indicators (e.g. mutual funds' cash-to-assets ratio, foreign buying
and selling, volume of initial and secondary public offerings) and momentum
indicators (e.g. new highs and lows, up-volume-to-down-volume, divergences
between large-and small-company stocks).

As the indicators point to increasing levels of market risk, Dr. Zweig directs
the portfolio managers to reduce the funds' exposure to stocks or bonds by
gradually selling securities and buying money market instruments, or by selling
stock index or Treasury futures. As long as the indicators continue to show high
levels of risk in the securities markets, the funds will continue to maintain
their exposure to market risk at lower-than-normal levels. As the indicators
point to decreasing levels of market risk, the portfolio managers increase the
market exposure of the funds. Index futures or options may be used to adjust the
funds' exposure to market risk, but not for the purpose of leverage (see Risk
Factors).

The Zweig approach is NOT an all-in or all-out "market-timing" approach that
attempts to predict market tops and bottoms. Instead, it is a gradual and
disciplined approach that reacts to changes in risk levels as determined by our
indicators. Typically, our investment models will not reallocate more than 10%
of a fund's assets among asset classes at any one time. The goal is to remain in
gear with the major trends of the market.

INVESTMENT OBJECTIVES
Each of our funds has its own investment policies to achieve its objective.

Zweig Strategy Fund strives to increase the value of your investment over the
long term (capital appreciation) consistent with preserving capital and reducing
portfolio exposure to market risk. The fund will purchase stocks primarily of
mid-sized and large companies (see "How We Select Stocks" and the additional
details in our SAI).

<PAGE>
Zweig Appreciation Fund strives to increase the value of your investment over
the long term (capital appreciation), consistent with preserving capital and
reducing portfolio exposure to market risk. Under normal circumstances, the fund
will invest primarily in small-company stocks and may have some of its assets
invested in larger-company stocks (see "How We Select Stocks").

Zweig Growth & Income Fund strives to increase the value of your investment over
the long term (capital appreciation) and, to a lesser extent, provide income
(dividends), consistent with preserving capital and reducing portfolio exposure
to market risk. The fund invests equally among stocks selected for their growth
characteristics and those chosen for their income characteristics (see "How We
Select Stocks").

Zweig Managed Assets strives to increase the value of your investment over the
long term from capital appreciation, dividends and interest, consistent with
preserving capital and reducing portfolio exposure to market risk. The fund
allocates its assets among domestic and foreign stocks, bonds, short-term debt
instruments, currencies and currency-related instruments (see "How We Select
Stocks" and "How We Select Bonds and Manage Interest Rate Risk").

Zweig Foreign Equity Fund strives to increase the value of your investment over
the long-term (capital appreciation) by investing primarily in foreign stocks
consistent with preserving capital and reducing portfolio exposure to market
risk. Under normal conditions the fund will have at least 65% of its assets
invested in foreign equity securities. For temporary defensive purposes, the
percentage may fall below 65% if we believe that to be an appropriate response
to our indicators. (see "How We Select Stocks").

Zweig Government Fund strives to achieve a high total return from current income
and capital appreciation consistent with preserving capital over the long term
by investing primarily in U.S. Government and agency securities. The fund also
invests in repurchase agreements collateralized by such securities. The fund may
use futures contracts and options as a means of hedging against changes in
interest rates (see "How We Select Bonds and Manage Interest Rate Risk").

Zweig Government Cash Fund strives to provide high current income consistent
with maintaining liquidity and preserving capital. The goal of the fund is to
maintain a stable share price of $1.00. The fund invests exclusively in
short-term securities issued or guaranteed as to the payment of principal and
interest by the U.S. Government, its agencies or instrumentalities. The fund
also invests in repurchase agreements collateralized by such securities. Zweig
Government Cash Fund also offers Class M Shares which are described in a
separate Prospectus. Class M Shares have different distribution fees and
expenses which affects performance. You may obtain more information about Class
M Shares by calling 1-800-272-2700. Class M Shares of Zweig Government Cash Fund
have no exchange privileges with other funds in the Trust.

The investment objectives described in the first sentence under the name of each
fund above, except for those of Zweig Managed Assets, are fundamental. They
cannot be changed without shareholder approval.

Please read the Risk Factors, How We Select Stocks, and How We Select Bonds and
Manage Interest Rate Risk sections of this prospectus for more detailed
information about the investment practices of each fund. The SAI has further
details. As with any mutual fund, there is no assurance that a fund's objectives
will be achieved.

DR. MARTIN E. ZWEIG

Dr. Martin E. Zweig is President or Chairman of investment advisory
firms that presently manage over $8 billion of assets which, includes
approximately $1.4 billion in publicly traded closed-end investment
companies and $2.8 billion in open-end mutual funds, as well as other
accounts.

Dr. Zweig has been a regular panelist on PBS television's Wall $treet Week With
Louis Rukeyser for 24 years and, in 1992, was inducted into the program's Hall
of Fame. He is also the author of the books Winning on Wall Street, The ABCs of
Market Forecasting and Winning with New IRAs.

Dr. Zweig and his associates determine the asset allocation strategy for each of
the Zweig Mutual Funds. Dr. Zweig does not select the individual securities to
implement the strategy. The portfolio manager selects the specific securities
for each fund.

THE PORTFOLIO MANAGERS
David Katzen has been the portfolio manager for Zweig Strategy Fund, Zweig
Appreciation Fund and Zweig Growth & Income Fund since their inceptions.

<PAGE>
Mr. Katzen is a Senior Vice President of the funds. He has been with the Zweig
Companies since 1986. Mr. Katzen received his B.A. in Mathematics from City
University of New York and an M.A. in Mathematics from Dartmouth College, where
he was admitted to the Ph.D. program.

Carlton Neel has been the portfolio manager for Zweig Managed Assets and Zweig
Government Fund since July 5, 1995 and of Zweig Foreign Equity Fund since its
incepition. Mr. Neel is a First Vice President of the funds. Mr. Neel received a
dual B.A. in Economics and Political Science from Brown University. Prior to
joining the Zweig Companies, he was a Vice President with J.P. Morgan & Co.,
Inc.

HOW WE SELECT STOCKS

Stocks represent an ownership interest in a company. They include common stocks,
fixed rate preferred stocks, bonds convertible into equity securities, warrants,
rights, depository receipts and other equity securities. Stock markets move up
and down based on economic factors such as interest rates, and market conditions
such as investor sentiment. Individual stock prices also are affected by results
of the issuer's operations and factors peculiar to its industry.

We select stocks primarily based upon proprietary models developed by Dr. Zweig
and his associates. The models evaluate and rank stocks based on technical and
fundamental factors.

For Zweig Strategy Fund, we select up to 300 highly ranked stocks from the 1,000
most liquid stocks that the portfolio manager considers to be comparable to the
stocks included in the Standard & Poor's 500 Index. These 1,000 stocks have a
minimum market capitalization (the total value of their shares) of at least $400
million, and average daily trading volume of 50,000 shares or $425 million of
total assets. The fund may have more than 300 securities positions taking into
account futures contracts, options and short positions.

For Zweig Appreciation Fund, we select up to 700 small-company stocks primarily
from the 2,000 stocks immediately after the 1,000 largest stocks based on market
capitalization or trading volume. These 2,000 stocks have a market
capitalization ranging from approximately $262 million to $1.5 billion. Their
average trading volume is approximately $3.3 million. Small-company stocks
historically have presented greater potential for capital appreciation and
greater risk -- and they tend to be more volatile -- than stocks of larger, more
established companies.

For Zweig Growth & Income Fund, we select up to 300 stocks divided approximately
equally between those chosen for their growth characteristics (including
positive earnings momentum and above-average earnings growth rates) and those
for their income characteristics (including above-average dividend yields and
favorable dividend growth).

The above three funds may invest up to, but not more than, 15% of their assets
in foreign securities that are not publicly traded in the United States.

For Zweig Managed Assets, we select up to 200 stocks from among approximately
750 stocks that are considered comparable in market capitalization and liquidity
to the stocks in the Standard & Poor's 500 Index. In addition, the fund may
invest up to 50% of its assets in foreign securities not publicly traded in the
U.S. but not more than 15% of its assets in any one foreign country.

For Zweig Foreign Equity Fund, we select foreign equity securities from 22
countries at the present time. If each country's model called for the fund to be
fully invested in that country, the assets would be allocated as follows:
Europe-64%, Asia/Pacific-27%, North America-6%, Africa, 3%. We plan to develop
models for additional countries, which could result in changes to the above
geographic allocations. The geographic allocations could also change given
changes in various countries' market capitalization or economic growth.

Zweig Managed Assets and Zweig Foreign Equity Fund may invest in investment
vehicles or groups of foreign stocks that, in the aggregate, are expected to
perform similarly to a particular major foreign stock market index, and in
investment companies that invest in the securities of a particular country.

HOW WE SELECT BONDS AND
MANAGE INTEREST RATE RISK
Bonds and other debt instruments represent a loan to the issuer of the bond. The
holder of the bond receives a fixed or variable rate of interest and, when the
bond matures, the principal. The value of a bond or other debt instrument
fluctuates primarily based on the maturity and interest rate, changes in the
general level

<PAGE>
of interest rates, and the credit quality of the issuer. In general, bond prices
decline when interest rates rise and vice versa

U.S. Government securities are considered to be of the highest credit quality.
Therefore, the primary consideration in choosing among these securities is
managing risk related to changes in interest rate levels. A bond's duration
measures its sensitivity to changes in interest rates (interest rate risk). The
longer the duration, the greater the bond's price movement will be as interest
rates change. We manage this risk by altering the fund's mix of short-, medium-
and long-term bonds, and by buying or selling Treasury futures contracts.

Zweig Government Fund may invest in U.S. Government securities of all
maturities. Zweig Managed Assets may invest in foreign and domestic bonds rated
"A" or higher by Moody's Investors Service, Inc. or Standard & Poor's
Corporation (or if unrated, the bonds must be judged by the portfolio manager to
be of comparable quality) without limitation on maturities. If deemed
appropriate by the portfolio manager, Zweig Managed Assets also may invest in
Brady Bonds rated "BBB" or higher. Zweig Appreciation Fund and Zweig Growth &
Income Fund may invest only in U.S. Government securities with remaining
maturities of five years or less. Zweig Government Cash Fund may invest only in
U.S. Government securities with remaining maturities of less than 397 days and
must have an average weighted portfolio maturity of not greater than 90 days.

U.S. Government securities include debt securities issued or guaranteed by the
U.S. Treasury or by a U.S. Government agency or instrumentality. Not all U.S.
Government securities are backed by the full faith and credit of the United
States. Some are supported only by the credit of the agency or instrumentality.
The SAI lists agencies and instrumentalities of the U.S. Government. In addition
to price fluctuations based on changes in interest rates and the market's
perception of the issuer, mortgage securities and collateralized mortgage
obligations also are subject to prepayment risk which can result in the proceeds
being reinvested at a lower rate of interest and loss of any premium. This
typically occurs when homeowners refinance their mortgages at lower rates.

OTHER SECURITIES
Money market instruments are short-term, high quality debt securities that
present minimal risk of loss. We use these securities to reduce fluctuations in
a fund's net asset value -- and often refer to them as "cash" or "cash
equivalents". Money market securities include: short-term U.S. Government
obligations, commercial paper, other short-term corporate obligations, bank
deposits (including time deposits with a maturity of less than one year) and
other financial institution obligations.

Repurchase agreements are arrangements by which a fund buys a security at one
price and at the same time agrees to sell the security back to the seller at a
higher price, usually on the next business day (or within seven days for foreign
repurchase agreements). Repurchase agreements offer a means of generating income
from excess cash that a fund might otherwise hold. Delays in payment or losses
may result if the other party to the agreement defaults or becomes bankrupt. A
fund will enter into repurchase agreements only with member banks of the Federal
Reserve System or primary dealers in U.S. Government securities. The fund's
repurchase agreements must be fully backed by collateral (U.S. Government
securities in the case of the Zweig Government Fund and Zweig Government Cash
Fund) that is marked to market, or priced, each day.

Indexed securities are securities whose value depends on the price of securities
indexes, other securities, foreign currencies or other assets. Among the more
traditional indexed securities are futures and options. Futures and options tied
to a securities index utilizing standardized contracts that have been used by
mutual funds for many years to manage their portfolios more efficiently. Index
futures, for example, enable the manager to position assets in the market
immediately, with a modest margin deposit to simulate a much larger invested
position. Transaction costs normally will be lower than purchasing or selling
the underlying securities. There are certain risks involved in using indexed
securities (see Risk Factors). Our funds will purchase or sell indexed
securities for hedging purposes only, including increasing or decreasing
exposure to changing securities prices, but not to leverage assets.

Other Investment Companies. From time to time a fund may invest up to 10% of its
assets in other investment companies if the portfolio manager believes that the
fund's investment objective will be furthered by doing so. A

<PAGE>
direct investment in securities, financial instruments, currencies, futures and
forward contracts, and related options involves risks described elsewhere in
this prospectus. An investment in them made through another investment company
will normally also involve an investment manager and service providers (e.g.,
custodians) over which the Trust will have no direct control; and there will be
an additional layer of expenses, including the fee of such investment manager.

OTHER INVESTMENT POLICIES

Portfolio turnover rate. We do not usually consider the length of time a fund
has held a stock or bond when making investment decisions. As a result of the
Zweig style of money management, a fund's turnover rate may be higher than that
of other mutual funds. See the table under Financial Highlights for our funds'
portfolio turnover rates. (A portfolio turnover rate in excess of 100% may be
deemed to be high.) Portfolio turnover may result in realization of taxable
capital gains, and generally involves some expense, including brokerage costs.
To the extent portfolio turnover results in the realization of net short-term
capital gains, such gains ordinarily are taxed to shareholders at ordinary
income tax rates. The portfolio managers consider the cost of making portfolio
adjustments when deciding whether to implement a strategy by selling stocks or
bonds and investing the proceeds in money market securities, or by using futures
or options to reduce exposure to market risk.

When-issued and delayed-delivery transactions. A fund may purchase a bond or
stock with delivery of the security and payment deferred to a future date. The
money to purchase such securities will be invested in other securities until the
fund receives delivery. This could increase the possibility that the fund's net
asset value would increase or decrease faster than would otherwise be the case.

Illiquid securities. Illiquid and restricted securities may be difficult to sell
promptly at an aceptable price, or may be sold only pursuant to certain legal
restrictions. Difficulty in selling securities may result in a loss or entail
expenses not normally associated with the sale of a portfolio security. No more
than 15% of a fund's net assets (10% for Zweig Government Cash Fund) may be
invested in illiquid securities.

Lending securities. Although none of the funds have done so in the past, a fund
may lend securities to broker/dealers and institutions as a means of earning
income. Delays or losses could result if a borrower becomes bankrupt or defaults
on its obligation to return the loaned security. Our funds may lend securities
only (a) pursuant to agreements requiring that the loan be fully backed by
collateral at all times, and (b) if the value of all loaned securities is less
than one-third of the fund's total assets.

Borrowing. Although they have not borrowed in the past, all Zweig Mutual Funds
may make temporary borrowings from banks to cover redemptions. If a fund should
borrow and the performance of the fund's investments fail to cover interest and
other costs of borrowing, the net asset value of its shares will decrease faster
than if the fund had no borrowings outstanding.

RISK FACTORS

INVESTMENT RISK. There is a trade-off in stock fund investing that all
successful investors are keenly aware of: the stock market's long-term upward
trend comes at the price of volatility (share prices go up and down) and the
risk of losing your money (the value of your investment may be worth less when
you sell). The chart below illustrates how often the Dow Jones Industrial
Average (DJIA) has suffered double-digit declines from one year's high to the
next year's low since 1900. Some declines end relatively quickly. For example,
the major market declines of 1987 (the DJIA declined 36.1% in 55 days, excluding
dividends) and 1990 (the DJIA declined 21.2% in 87 days) were among the shortest
bear markets on record; and the 13.2% correction in 1997 lasted only 62 days.

DJIA Number of times in Average Time since last
LOSS the past 97 years occurrence occurrence
- --------- ------------------ ---------------- ---------------
- -10% 66 every 1.5 years last year
- -20% 39 every 2.5 years 6 years
- -30% 21 every 4.6 years 9 years
- -40% 11 every 8.7 years 22 years

Source: InvesTech Research

Other market declines have been more prolonged. In the bear market of 1973-1974
the DJIA declined 45.1% over 23 months. In 1981-1982, the DJIA declined 24.1%
over a period of nearly 16 months.

International stock fund investing offers opportunities for further
diversification and rewards that are potentially superior to the rewards of U.S.
stock investing. While the U.S. economy is the largest and most fully developed
in the world, foreign countries have further to go. Thus, proponents of
international investing

<PAGE>
argue, international stocks offer more potential growth. The trade-off for this
growth is greater volatility and special risks (see "Risks of Foreign Stocks and
Bonds"). The following chart illustrates the declines suffered by various
categories of mutual funds investing in foreign securities during the last two
U.S. bear markets -- in 1987 and in 1990. It shows that even the
diversification and professional management inherent in a foreign mutual fund
has not insulated investors from the last two domestic bear markets.

Foreign/Global
Equity fund Styles 8/25/87-12/4/87 7/16/90-10/11/90
- ---------------------- --------------- ----------------
Large-cap growth -26.9% -16.3%
Large-cap value -25.1% -15.4%
Mid-cap growth -27.3% -17.0%
Mid-cap value -16.9% -14.0%
Small-cap growth N/A -20.4%
Small-cap value N/A -16.6%

Source: Strategic Insight. Returns do not include sales charges. The performance
data quoted represent past performance, which is no guarantee of future
results.

Once you've incurred a loss, it can take many months (and sometimes years) to
break even. For example, if you exclude dividends it took about 10 months to
break-even from the market top in July of 1990. In 1987, it took about 18 months
to get back to the market top. By comparison, it took almost 10 years to return
to break-even from the market top in 1973, and 24 years from the 1929 market top
to break-even!

It is impossible to predict the timing and extent of corrections and bear
markets, but it should be noted that periods of unusually high returns and low
volatility have historically increased the risk of stock investing for
subsequent periods. The current bull market, which began in 1982, has been the
best 16 year period ever for the DJIA, producing an average annual return of
13.8%, excluding dividends.

Successful investors recognize the risks associated with investing in stocks and
stock mutual funds. It is important that you try and understand your "financial
personality". What is your tolerance for loss? How patient will you be during
the break-even period? What is your financial staying power?

It is also important to note that the impact of a bear market depends not only
upon the extent of the decline, but also when in your investing lifecycle it
happens. For many people, the closer they are to retirement -- or the deeper
they are into retirement -- the harder it is for them to calmly view a bear
market as a temporary decline.

Like most mutual funds, our funds use diversification to minimize the effect of
a loss in any one investment. U.S. Government securities, the primary
investments of Zweig Government Fund and Zweig Government Cash Fund, avoid the
risks related to factors affecting a particular company or industry, but they do
not eliminate market interest rate risk.

Unlike most mutual funds, our funds also manage exposure to market risk by
significantly adjusting the amount of a fund's assets that are invested in
stocks or bonds and the sensitivity to interest rate changes (duration) of a
bond portfolio. While our funds manage exposure to risk, we cannot eliminate
risk.

The Zweig Mutual Funds are designed for those investors who want to balance
their need for growth with their need to limit risk. However, there can be no
assurances that we will meet our investment objectives.

MANAGEMENT RISK. In addition to increasing or decreasing the proportion of a
fund's investment in money market instruments, the portfolio manager may buy or
sell futures contracts and options to increase or reduce market exposure. He
also may sell short and enter into currency exchange contracts. These strategies
allow us to increase or decrease a fund's exposure to changes in interest rates,
exchange rates or movements in stock prices. Used cautiously, they may be
effective tools that lend greater stability to fund assets. They may also help
to reduce the cost of administering a portfolio, and allow us to buy and sell
relatively large positions without distorting prices. We use these techniques to
adjust the risk and return characteristics of a fund. We do not use these
practices to leverage a fund. There may also be times when we decide to acquire
or maintain a futures position rather than sell or buy the underlying portfolio
because the index futures, in our judgment, reflect a price, and therefore
value, which is more attractive than the stocks comprising the index. If our
judgment is right, this should result in smaller losses or bigger gains than
would otherwise be the case. Conversely, if we are wrong, losses could be
increased or gains reduced. If we misjudge market conditions or employ a
strategy that does not correlate well with a fund's primary investments, use of
these techniques may result in a loss, regardless of our original intent to
reduce risk. Descriptions of these strategies follow, and the SAI contains
additional information. You should

<PAGE>
understand these investment practices and be sure that you are able to accept
the potential risks inherent in their use before investing.

RISKS OF FUTURES AND OPTIONS. Each of the Zweig Mutual Funds except Zweig
Government Cash Fund may use futures contracts and options to manage its
exposure to changing stock and bond prices or to alter its asset mix. A fund may
use any type of future or option related to its investments. These include:
stock index futures and options, foreign stock index futures and options,
interest rate futures and options, and foreign currency futures and options,
including those traded on foreign exchanges and options not traded on exchanges.

Although the value of futures and options depends on the price of the security,
index or other asset to which it is tied, futures and options involve market
risk in excess of their value. for example, futures on securities indexes
currently require a margin deposit of only 2% to 5% of the position size
represented by the futures contract. An advantage of using futures and options
is that transaction costs normally will be lower than purchasing or selling a
related security or index. However, the use of futures may result in larger
losses or smaller gains than would otherwise be the case. The prices of options
or futures and the price movements of the securities that the future or option
is intended to simulate may not correlate well. The liquidity of the market in
futures contracts also could be adversely affected by "daily price fluctuation
limits." These limits, established by the relevant futures exchange, limit the
price fluctuation of an index future during a single trading day. Once the
contract's daily limit has been reached, no trades may be entered into at a
price beyond that limit. Once the contract's daily limit has been reached, no
trades may be entered into at a price beyond that limit. In such event, it may
not be possible for the fund to close out its futures position. This may compel
the fund to continue to make daily cash payments to the broker to meet margin
requirements. The futures markets also may attract more speculators than do the
securities markets, because deposit requirements in the futures markets are less
onerous than margin requirements in the securities markets. Increased
participation by speculators in the futures markets may cause price distortions.
The fund does not intend to devote more than 5% of its assets to option premiums
or more than 15% to margin on futures transactions.

RISKS OF FOREIGN STOCKS AND BONDS. Foreign currencies are subject to sharp
declines in value. Foreign stocks and bonds involve the risk of currency
fluctuations as well as risks related to political and economic conditions in
foreign countries. Foreign companies may not be subject to accounting standards
or governmental supervision comparable to U.S. companies, and there may be less
information available about their operations. Foreign investments also may be
subject to possible nationalization of issuers or expropriation of their assets,
which would adversely affect a fund's ability to liquidate its investment. These
factors could make foreign investments less liquid and more volatile than
securities of comparable U.S. companies.

RISKS OF CURRENCY EXCHANGE CONTRACTS AND RELATED OPTIONS AND FUTURES. Zweig
Managed Assets and Zweig Foreign Equity Fund may enter into forward currency
exchange contracts, may buy and sell options and futures contracts relating to
foreign currencies, or may purchase securities indexed to foreign currencies.
Currency exchange contracts are agreements to exchange one currency for another
at a set rate on a future date. Currency exchange contracts may be used to lock
in an exchange rate for purchases of securities denominated in foreign
currencies or used for investment purposes. These contracts involve the risk
that currency movements will be inaccurately predicted, in which case the fund's
return would be adversely affected.

Some futures and forward foreign currency contracts are customized financial
contracts between two parties. Such contracts are subject to the additional risk
that the counterparty will not meet its obligations under the contract. They
also may be less liquid and more difficult to value than standardized contracts
traded on a regulated exchange.

RISKS OF SELLING SHORT. A fund sells a security, future or currency short when
we believe the price of the security, future or currency will decline. We may
sell a stock index future short to offset a potential decline in a group of
stocks a fund owns. We may make such short sales if we believe reducing
portfolio exposure to changing securities prices can be accomplished better
through this method than if the securities themselves were sold. In order to
establish a short position, the fund must first borrow the security from a
broker or other institution to complete the sale. The fund may not always be
able to borrow a security, in which event it will lose the opportunity to
benefit from that short

<PAGE>
sale even if our models correctly identify an overvalued security. The fund will
incur a loss as a result of a short sale if the price of the borrowed security
increases between the date of the short sale and the date on which the fund
replaces such security. The fund will realize a gain if the security declines in
price between those dates. There is also a risk that the fund will be unable to
close out a short position at any particular time or at an acceptable price.
During the time the fund is short a security it is subject to the risk that the
lender will terminate the loss at a time when the fund is unable to borrow the
same security from another lender, in which event the fund may be "bought in" at
the price required to purchase the security to close out the short position.
Although the fund's gain is limited to the amount at which it sold a security
short, its potential loss is limited only by the maximum attainable price of the
security less the price at which the security was sold short. Also, there is a
risk that there could be losses simultaneously in securities a fund owns and in
other securities sold short. Until the fund replaces a borrowed security, it
will maintain daily a segregated account containing cash, U.S. Government
securities, or other liquid securities such that the amount deposited in the
account plus any amount deposited with the broker or other custodian as
collateral will at least equal the current market value of the security sold
short. The fund also is required to repay the lender any dividends or interest
that accrue during the period of the loan. Depending on arrangements made with
such broker or custodian, the fund may not receive any payments (including
interest) on collateral deposited with the broker or custodian. Zweig Government
Cash Fund may not sell short.

MEASURING RISK. In choosing an investment that is right for you, it is important
to consider the level of risk that you can withstand. There are many ways to
measure risk when comparing mutual funds. One that is easily understood is
maximum decline in net asset value (NAV). Many national newspapers measure the
extent to which a fund's net asset value has changed from day to day. FundScope,
an independent fund rating service, takes this concept one step further by
measuring the largest high-to-low drop in week-to-week net asset value of a fund
during any given period. Maximum NAV decline is expressed as a percentage
decline. When comparing the maximum NAV declines of different funds, ask
yourself if you could have experienced each particular drop without selling the
fund. The maximum NAV declines for Class A Shares, Class B Shares and Class C
Shares from the end of the week of inception through March 27, 1998, computed by
FundScope, are shown below for the Zweig Mutual Funds and for the average fund
with a comparable investment objective. Also shown are the maximum declines for
a relevant benchmark. In all cases, distributions have been reinvested. Because
the declines are based on week-ending NAVs, the actual daily declines may be
greater than those shown. Maximum NAV declines do not reflect sales charges.
Please remember that past performance does not predict future results; any fund
can decline more in the future than it has in the past.

<PAGE>

<TABLE>
<CAPTION>
Class B
Class A Shares Shares* Class C Shares **
------------------------ -------------- ----------------------------
<S> <C> <C> <C>
Max NAV Decline of ZWEIG STRATEGY FUND -8.6% (2nd lowest of 243 -7.8% -7.9% (18th lowest of 309
from inception (Class A) in December 1989.......... growth funds) growth funds)
Max NAV Decline of Average Growth Fund for period+... -20.4% -11.3% -12.3%
Max Decline of S&P 500 for period.................... -17.6% -8.4% -8.4%

Max NAV Decline of ZWEIG APPRECIATION FUND from -7.5% (4th lowest of 172 -7.6% -7.6% (5th lowest of 185
inception (Class A) in October 1991................ small-co. funds) small-co. funds)
Max NAV Decline of Average Small-Co. Fund for -19.4% -17.2% -19.1%
period+............................................
Max Decline of Russell 2000 Index for period......... -12.5% -12.5% -12.5%

-6.2% (49th lowest of -6.2% -6.3% (23rd lowest of 611
Max NAV Decline of ZWEIG GROWTH & INCOME FUND from 611 growth & income growth & income funds)
inception in November 1996......................... funds)
Max NAV Decline of Average Growth & Income Fund for -8.3% -8.3% -8.3%
period+............................................
Max Decline of S&P 500 for period.................... -8.4% -8.4% -8.4%

-4.6% (2nd lowest of 25 -3.6% -5.1% (5th lowest of 25
Max NAV Decline of ZWEIG MANAGED ASSETS from multi-asset global multi-asset global funds)
inception (Class A and Class C) in February 1993... funds)
Max NAV Decline of Average Multi-Asset Global Fund -14.4% -10.4% -14.4%
for period.........................................

Max NAV Decline of ZWEIG FOREIGN EQUITY FUND from -5.0% -5.0% -5.0%
inception in November 1997.........................

Max NAV Decline of Average International Equity Fund -8.3% -8.3% -8.3%
for period.........................................

Max NAV Decline of Morgan Stanley World (excluding -6.7% -6.7% -6.7%
U.S.)..............................................

Max NAV Decline of ZWEIG GOVERNMENT FUND from -5.1% -1.9% -5.4%
September 1989*** (Class A)........................
Max NAV Decline of Average U.S. Govt. Fund for -6.9% -2.1% -6.9%
period+............................................
Max Decline of Lehman Government Bond Index.......... -5.4% -1.9% -5.4%
</TABLE>

- ---------------
Sources: Morningstar, FundScope, and Micropal Inc. Maximum NAV declines are
based on week-ending NAVs, except declines for Zweig Government Fund and its
benchmarks are based on month-end NAVs.

Definitions of Indices used for comparison:

The Standard & Poor's 500 Index is a broad-based measurement of changes in
stock market conditions based on the average performance of 500 widely held
common stocks.

The Morningstar Multi-Asset Global Fund category, consists of mutual funds
with investment objectives too broad and flexible to allow them to fit
comfortably into any other objective. The information is based on 30 funds,
and FundScope calculated the maximum NAV decline.

The Lehman Government Bond Index measures the return of government
bonds ranging in maturity from one to 30 years.

The Russell 2000 Index measures the returns of 2,000 stocks ranging from
mid-cap to small-cap on a weighted basis.

* From inception in April 1996 (November 1996 for Zweig Growth & Income Fund,
November 1997 for Zweig Foreign Equity Fund).

** From inception in February 1992 (February 1993 for Zweig Managed Assets,
November 1996 for Zweig Growth & Income Fund, November 1997 for Zweig
Foreign Equity Fund).

*** Zweig/Glaser Advisers assumed responsibility for managing the fund in
September 1989. Under the prior manager, from inception in March 1985, the
maximum NAV decline was -10.9% for the fund, -7.5% for the Average U.S.
Government Fund and -5.4% for the Lehman Government Bond Index.

+ The maximum NAV decline for funds with a comparable investment objective is
an unweighted average of all such funds tracked by FundScope.

Comparable information on maximum net asset value decline for other mutual
funds, prepared by FundScope, is available by calling 1-800-444-2706.

<PAGE>
YEAR 2000 PREPAREDNESS. Because computer programs were designed using only two
fields to indicate the year, at midnight December 31, 1999, computers will be
unable to recognize that January 1 is the year 2000. The major systems that
would impact the funds with respect to the year 2000 are those of the transfer
agent and custodian. The funds have been advised in writing by both the transfer
agent and the custodian that they are working to fix, and expect to have fixed
in time, all of the issues relating to the year 2000. While we will continue to
monitor the progress of the transfer agent and the custodian in solving the year
2000 problem, no assurance can be given that their systems will be fixed on
time, or what the magnitude of the problems would be is such systems are not
fixed.

CHOOSING AMONG CLASSES WHEN PURCHASING SHARES
Zweig Mutual Funds offer investors four classes of shares which are described
below. All except Class I Shares bear sales charges in different forms and
amounts and all bear different levels of expenses (see Fee Table). You should
choose the class of shares that is most beneficial given the amount of your
purchase, the length of time you expect to hold the shares and other relevant
circumstances.

Class A shares are sold with an initial sales charge that varies based upon the
amount invested as shown in the table below. Class B Shares have no initial
sales charge, but are subject to a declining contingent deferred sales charge
(CDSC) if sold within six years of purchase. Class C Shares have no initial
sales charge, but are subject to a CDSC if sold within one year of purchase.
Class B and Class C Shares have higher annual expenses than Class A Shares.
Class B Shares of Zweig Government Fund and Zweig Government Cash Fund have
higher annual expenses (and lower dividends) than their corresponding Class C
Shares. Class B Shares convert to Class A Shares after a holding period of seven
years from the initial purchase. Class C Shares have a shorter CDSC period than
Class B Shares, but they do not convert to Class A Shares. Class I Shares are
offered at net asset value without an initial sales charge and are not subject
to a contingent deferred sales charge or a Rule 12b-1 distribution fee. Class I
Shares are only available to tax-exempt retirement plans of Zweig Securities
Corp. and its affiliates, and certain institutional investors that invest at
least $1 million directly with Zweig Securities Corp., the principal distributor
of Zweig Mutual Funds. Institutional investors include: (1) unaffiliated benefit
plans, such as qualified retirement plans (other than individual retirement
accounts and certain other self-directed retirement plans); (2) unaffiliated
banks and insurance companies purchasing for their own accounts; and (3)
endowment funds of unaffiliated non-profit organizations.

Contingent Deferred Sales Charge (CDSC). The applicable CDSC rate for each class
of shares is set forth in the Fee Table and under "Class B Shares." The CDSC is
imposed on the lesser of: the current market value or the initial cost of the
shares being redeemed. No CDSC is imposed upon shares acquired by reinvesting
distributions. In determining whether a CDSC applies, the order of redemption is
first of shares purchased through reinvestment and then of shares held the
longest. Any CDSC imposed on a redemption is paid to the distributor or directly
to a third party at the direction of the distributor.

We may waive the CDSC on redemption(s): (a) following the death of a
shareholder; (b) if a shareholder becomes unable to engage in any substantial
gainful activity because of a medically determinable physical or mental
impairment which can be expected to result in death or be of long-continued and
indefinite duration; (c) when a total or partial redemption is made in
connection with a distribution from retirement plans after reaching age 59 1/2,
except that if, immediately prior to the redemption, the aggregate amount
invested by the retirement plan in Class B Shares of the Zweig Mutual Funds
(excluding the reinvestment of distributions) during the prior four year period
equals 50% or more of the total value of the retirement plan's assets in the
Zweig Mutual Funds, then the CDSC will not be waived; (d) from certain other
Class A and Class C Share retirement plans; (e) under the systematic withdrawal
program if the amount being withdrawn is no more than 1% per month of the value
of the account at the time the program was established; and (f) effected
pursuant to the Fund's right to liquidate a shareholder's account if the
aggregate net asset value of the shares held in the account is less than the
then effective minimum account size.

The Distributor has sold, and expects to sell in the future, the right to
receive all or substantially all of the 12b-1 distribution fees on Class B
Shares together with the related CDSC in the event the Shares are redeemed
within six (6) years of purchase. In addition to the foregoing waivers, the
holder of the right to receive such payments, in its sole discretion, may elect

<PAGE>
to establish its own waiver criteria, which may differ from those set forth
above.

CLASS A SHARES. Class A Shares of all funds except Zweig Government Cash Fund
are sold at net asset value plus the applicable sales charge. The offering price
applies to purchases made by a single purchaser or by a single trust account. An
individual, his or her spouse, and children under 21 are considered to be a
single purchaser. The sales charge on Class A Shares is allocated between your
investment dealer and Zweig Securities Corp., the distributor, as shown below.

Quantity discounts on Class A Shares. When you invest in Class A Shares of the
Zweig Mutual Funds, you may receive quantity discounts at certain dollar levels,
or breakpoints. The more you invest, the smaller percentage you pay in sales
charges, as shown below.

<TABLE>
<CAPTION>
Sales Charge
As a Percentage of
------------------------
Offering Net Asset
Price of Value of Dealer's
the Shares the Shares Sales
Amount Invested Purchased Purchased Concession
- --------------------------------------------------------------------------------- ---------- ---------- -----------
<S> <C> <C> <C>
Zweig Strategy Fund, Zweig Appreciation Fund, Zweig Growth & Income Fund, Zweig
Managed Assets and Zweig Foreign Equity Fund:
Less than $50,000................................................................ 5.50% 5.82% 4.75%
$50,000 but less than $100,000................................................... 4.75% 4.99% 4.00%
$100,000 but less than $250,000.................................................. 3.75% 3.90% 3.25%
$250,000 but less than $500,000.................................................. 2.75% 2.83% 2.25%
$500,000 but less than $1,000,000................................................ 1.75% 1.78% 1.50%
$1,000,000 or more............................................................... 0.00% 0.00% (see below)

Zweig Government Fund:
Less than $50,000................................................................ 4.75% 4.99% 4.00%
$50,000 but less than $100,000................................................... 4.00% 4.17% 3.50%
$100,000 but less than $250,000.................................................. 3.00% 3.09% 2.50%
$250,000 but less than $500,000.................................................. 2.25% 2.30% 1.75%
$500,000 but less than $1,000,000................................................ 1.75% 1.78% 1.50%
$1,000,000 or more............................................................... 0.00% 0.00% (see below)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Commissions (as set forth below) will be paid to dealers who initiate and are
responsible for purchases of $1 million or more and for purchases at net asset
value made by unallocated accounts held by third party administrators,
registered investment advisers, trust companies, and bank trust departments
which exercise discretionary authority or hold accounts in fiduciary, agency,
custodial or similar capacity if in the aggregate such accounts equal or exceed
$1 million and by retirement plans with assets of $1 million or more or at least
50 eligible employees.

<TABLE>
<CAPTION>
Dealer's
Amount Purchased Commission
- --------------------------------------- ------------------
(as % of purchase)
<S> <C>
Zweig Strategy Fund, Zweig Appreciation
Fund, Zweig Growth & Income Fund, Zweig
Managed Assets and Zweig Foreign Equity
Fund:
$1,000,000 to $2,000,000 0.75%
$2,000,000 to $5,000,000 0.50%
Amount over $5,000,000 0.25%

Zweig Government Fund:
$1,000,000 to $2,000,000 0.50%
Amount over $2,000,000 0.25%
</TABLE>

No initial sales charge applies on these investments; however, a 1% CDSC will
apply on redemptions within 18 months of purchase, except for redemptions

<PAGE>

of shares purchased by an investor in amounts of $1 million or more where such
investor's dealer of record, due to the nature of the investor's account,
notifies the distributor prior to the time of the investment that the dealer
waives the commission otherwise payable to the dealer as described below, or
agrees to receive such commissions ratably over an 18 month period.

Class A Shares of the fund are made availabe to 401(k) participants in the
Merrill Lynch Daily K Plan (the "Plan") at net asset value ("NAV") without an
initial sales charge if the Plan has at least $3 million in assets or 500 or
more eligible employees. Class B Shares of the fund are made available to Plan
participants at NAV without a CDSC if the Plan has less than $3 million in
assets or fewer than 500 eligible employees. On such sales, the distributor does
not make the dealer payment described under Class B Shares. For further
information see "Retirement Plans" in the fund's SAI.

Class A Shares also may be purchased at net asset value by current or retired
trustees, directors, officers or employees, and their families, of Zweig Mutual
Funds, Zweig/Glaser Advisers, Zweig Securities Corp. and any company affiliated
with these companies, or by current or retired registered representatives or
full-time employees and their families of securities dealers that are members of
the NASD. Class A Shares also may be sold at net asset value through certain
investment dealers registered under the Investment Advisers Act of 1940 and
other financial services firms that adhere to certain standards established by
the principal distributor, including a requirement that such shares be sold for
the benefit of their clients participating in a "wrap account" or similar
program under which such clients pay an ongoing fee to the investment adviser or
other firm and to retirement plans and deferred compensation plans and trusts
used to fund those plans (including, for example, plans qualified or created
under sections 401(a), 403(b) or 457 of the Internal Revenue Code), and "rabbi
trusts" that buy shares for their own accounts, in each case if those purchases
are made through a broker or agent or other financial intermediary that has made
special arrangements with the Distributor for those purchases. Such shares are
sold for investment purposes and on the condition that they will not be resold
except through redemption or repurchase by the fund. Class A Shares also may be
purchased at net asset value for shareholders by dealers where the amount
invested represents redemption proceeds from funds distributed other than by the
distributor, and where the shareholder has paid a sales charge in connection
with the purchase of such other fund's shares; provided that (i) such Class A
Shares are purchased within 30 days after redemption of such other fund's
shares; and (ii) sufficient documentation of such redemption as the distributor
may require shall be provided at the time the Class A Shares are purchased. This
provision is not available where the shares of a fund being redeemed were
subject to a deferred sales load or redemption fee.

Cumulative quantity discounts on Class A Shares. A new purchase may be combined
with Class A Shares you already own of any mutual fund that is distributed by
Zweig Securities Corp. to qualify for a discount. The sales charge on the shares
being purchased will be at the rate shown in the table above applicable to the
net asset value of the shares then owned plus the amount of the new purchase. To
receive this discount, you or your investment dealer must request it when
placing the order and give the transfer agent or distributor sufficient
information to confirm that your purchase qualifies for the discount. We reserve
the right to change or terminate quantity discounts at any time.

Quantity discounts through a Letter of Intention. You may pay a reduced sales
charge on Class A Shares if you sign a Letter of Intention at the time of your
purchase. The Letter also may be back-dated to include purchases made within 90
days prior to signing the Letter of Intention. The Letter, included on the
application form in this Prospectus, states your intention to purchase a
sufficient quantity of Class A Shares of the funds indicated within the 13-month
period specified to qualify for a reduced sales charge. Purchases under the
Letter are made at the sales charge applicable to the entire amount to be
purchased under the Letter, as if purchased in a single transaction. A Letter of
Intention can be amended during the 13-month period by filing an amended Letter
with the same expiration date as the original.

The Letter of Intention is not binding. During the period covered by the Letter,
the transfer agent will hold shares in escrow representing 5% of the intended
purchase. After the end of the period, a price adjustment based upon the actual
amount invested will be made (by redeeming escrowed shares if the purchase is
not completed or by investing the difference in sales charges if the total
purchases under the Letter qualify for a lower sales charge).

<PAGE>

CLASS B SHARES. Class B Shares are sold without an initial sales charge. For
sales of Class B Shares, dealers will receive 4% of the purchase amount from the
distributor. The distributor, or its assignee, is reimbursed over time by the
12b-1 fees paid by Class B shares and if Class B Shares are redeemed within six
years, by a declining CDSC paid by the redeeming shareholder as follows:

The CDSC
Year Since Purchase Was Made is equal to
- ---------------------------------------------- -----------
Year One...................................... 5%
Year Two...................................... 4%
Year Three.................................... 3%
Year Four..................................... 3%
Year Five..................................... 2%
Year Six...................................... 1%
Year Seven.................................... None*

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

* Class B Shares convert to Class A Shares after seven (7) years as described
below.

Class B Share Conversion Feature. After a holding period of seven years from the
initial date of purchase, Class B Shares automatically convert to Class A Shares
of the same fund at respective net asset values on the 10th business day of the
month following the anniversary date. At the time of conversion, Class B Shares
of a fund acquired through reinvestment of distributions will convert to the
corresponding Class A Shares of that fund pro-rata with Class B Shares of that
fund not acquired through reinvestment. Conversion of Class B Shares to Class A
Shares will not be deemed a purchase or sale of the shares for federal income
tax purposes. The conversion of Class B Shares will relieve the Class B Shares
that have been held for at least seven years from the higher ongoing
distribution fees. Only Class B Shares have this conversion feature.

CLASS C SHARES. Class C Shares are sold without an initial sales charge. For
sales of Class C Shares, your dealer will receive from the distributor up to 1%
(0.75% for Zweig Government Fund and 0.30% for Zweig Government Cash Fund) of
the purchase amount in a manner agreed in advance. If you redeem within one year
of your purchase, you will be charged a CDSC equal to 1.25% of the lessor of the
current market value or the initial cost of the shares being redeemed.

Class B and Class C Shares offer the benefit of putting all of your dollars to
work immediately; however, they have higher annual expenses and pay lower
dividends than Class A Shares. Class C Shares have a shorter CDSC period than
Class B Shares; however, they do not convert to Class A Shares.

CLASS I SHARES. Class I Shares, which have no initial sales charge and no Rule
12b-1 fee, are currently available for purchase only from Zweig Securities Corp.
by persons subject to the manager's Code of Ethics relating to personal
securities transactions and by tax-exempt retirement plans of Zweig Securities
Corp. and its affiliates and certain institutional investors. Class I Shares are
not available in all states.

Zweig Securities Corp. will reallow up to 0.15% to dealers whose representatives
have sold or are expected to sell significant amounts of shares of funds
distributed by Zweig Securities Corp., provided that the dealer has agreed to
supply special assistance in marketing shares of the funds, including providing
access to the dealer's sales personnel and information dissemination systems
such as computer screens, internal publications, publications sent to clients
and mailing lists. These reallowances are in addition to the sales concessions
shown in the above tables, and may be subject to chargeback for redemptions
within one year. An alternative arrangement, available to any dealer that has
agreed to provide marketing, record keeping and related administrative services
to tax-qualified employee benefit plans, including the processing of orders for
investment and reinvestment of plan assets in shares of the funds at net asset
value, provides for compensation at an annual rate of up to 0.20% of plan
participant holdings of Zweig Mutual Funds. In addition, Zweig Securities Corp.
also may pay dealers a fee at the annual rate of up to 0.10% of the average
daily net assets that have been continually invested in Zweig Mutual Funds for
at least four years. Zweig Securities Corp. also may pay dealers a fee of up to
0.10% of the average daily net assets invested through such dealers in Zweig
Mutual Fund shares by participants in programs sponsored by such dealers. Zweig
Securities Corp. reserves the right to alter or discontinue paying any of the
foregoing fees at any time. These fees will be paid from Zweig Securities
Corp.'s or the manager's own funds, including past profits or any other source
available to them.

The distributor, at its expense, may also provide dealers who have sold shares
of the fund with financial assistance in connection with conferences, sales
training or promotional programs for their employees, sem-

<PAGE>
inars for the public, advertising campaigns regarding one or more of the funds
it distributes or other dealer-sponsored special events. Such financial
assistance may include payment for travel expenses and lodging incurred in
connection with trips taken by invited registered representatives and members of
their families for meetings and seminars of a business nature.

The above arrangements relate to purchases effected in the United States.
Purchases outside the United States may be subject to local rules and customs,
and different sales charges, fees and dealer compensation may apply. Certain
dealers may not sell all classes of shares.

HOW TO INVEST IN THE ZWEIG MUTUAL FUNDS
You can buy shares through your investment professional, directly from the
funds' transfer agent, or automatically through a regular investment plan.

Minimum
Minimum Initial Minimum
Initial IRA Subsequent
Class Investment Investment* Investment
- ---------------------- ---------- ----------- ----------
A, B and C............ $ 1,000 $ 250 None
I..................... $1,000,000 $1,000,000 None

- ---------------
* or other retirement accounts, pension and profit sharing plans, custodial
accounts under the Uniform Gift to Minors Act, trusts and estates or
qualifying group plans.

The Trust and its transfer agent have appointed, and may in the future appoint,
organizations qualified to serve in such capacity to act as a subtransfer agent
for the funds. Purchases of Zweig Government Cash Fund become effective after
receipt of Federal funds by the transfer or subtransfer agent. Purchases for all
other Zweig Mutual Funds will be at the offering price next determined after the
transfer agent or investment dealer receives the order, provided the dealer
transmits the order to the transfer agent or subtransfer agent that day. We
reserve the right to change or waive minimums or to reject any order.

How to Buy Shares Through your investment professional
(Bullet) To open your account, contact your investment professional.

If you invest through an investment professional, the firm may have its own
service features, transaction charges and fees. This Prospectus should be read
in conjunction with such firms' material regarding their fees and services. If
you wish us to refer you to an investment professional, call us at
1-800-272-2700. Investment professionals receive compensation for providing
investment advice, and such compensation may differ for selling shares of
different classes of the Zweig Mutual Funds. The Fund may be unable to provide
recordkeeping or other services for shares held in the name of, or controlled
by, an investment dealer.

How to Buy Shares Through the Transfer Agent
(Bullet) Complete the attached application or send a letter specifying the
name of the fund and the class of shares you wish to buy. If you
do not specify a class, your purchase will be automatically
invested in Class A Shares.

(Bullet) Enclose a check made payable to State Street Bank and Trust
Company or to a Zweig Mutual Fund. (We will not accept third party
checks, i.e. any checks which are not payable to the order of
State Street Bank and Trust Company or a Zweig Mutual Fund.)

(Bullet) Mail to State Street Bank and Trust Company:

By regular mail: By courier or overnight mail:
P.O. Box 8505 2 Heritage Drive
Boston, MA 02266-8505 Third Floor
Att: Zweig Mutual Fund Quincy, MA 02171
Att: Zweig Mutual Funds

Purchases of Zweig Government Cash Fund shares by check or money order are not
effective and do not earn dividends until converted into Federal funds, which
can take up to two business days.

(Bullet) For wire instructions (Federal funds) please call 1-800-628-0441.

Automatic investment plan purchases. Move money from your bank account or via
payroll deduction into any of your Zweig Funds on any day of each month or
quarter. Please refer to the application form in this prospectus or call
1-800-272-2700 for assistance. If an account registration is changed, this
feature will be terminated unless its continuance is specifically requested.

HOW TO SELL YOUR ZWEIG MUTUAL FUND SHARES.
You can sell your shares on any day the New York Stock Exchange (NYSE) is open.
The price you receive will be the net asset value less any applicable contingent
deferred sales charge. The net asset value you will receive is calculated at the
close of business on the day your sell order is received at the transfer or
subtransfer agent. Proceeds of your sale will generally be mailed to you within
seven days after your request is received. If shares are bought with an
uncertified check and sold within 15 days after purchase, the proceeds may not
be paid until 15 days after the purchase. If the fund is

<PAGE>
given evidence of cleared funds, money will be released earlier.

Selling Your Shares Through Your Investment Professional.
(Bullet) Contact your investment professional if you bought your shares at
your brokerage firm. If you sell your shares through your
investment professional, the price you will receive will be the
price of shares at the close of business on the day the order is
transmitted to the transfer or subtransfer agent by your brokerage
firm, less any applicable contingent deferred sales charge.

Selling Your Shares BY MAIL Through the Transfer Agent
(Bullet) Send a letter to sell your shares to: State Street Bank and Trust
Company

By regular mail: By courier or overnight mail:
P.O. Box 8505 2 Heritage Drive
Boston, MA 02266-8505 Third Floor
Att: Zweig Mutual Fund Quincy, MA 02171
Att: Zweig Mutual Funds

(Bullet) Enclose your stock certificates.

(Bullet) Remember to sign both the stock certificates and the letter
exactly as the stock certificates are registered.

(Bullet) Sales over $10,000 for individual accounts (over $25,000 for joing
accounts) require a signature guarantee of the registered owners
or your legal representative. Appropriate signature guarantors
include: banks and savings associations, credit unions, member
firms of a national securities exchange, municipal securities
dealers and government securities dealers. See the SAI or call
1-800-272-2700 for assistance.

(Bullet) Corporate and Fiduciary shareholders selling shares must include
the appropriate documentation establishing the authority of the
person seeking to act on behalf of the account.

Selling your shares BY TELEPHONE though the Transfer Agent
(Bullet) You may sell your shares by telephone (unless you elected not to
have this privilege in your account application or certificates
have been issued for your shares or you have notified Zweig Mutual
Funds of an address change within the preceding 15 days).
Call 1-800-272-2700.

Proceeds will be mailed to the address on the account. If you designated a
domestic bank on the application form when you opened your account, you may have
redemption proceeds of $1,000 or more wired to the bank. Any change in wire
redemption directions requires a signature guarantee from an appropriate
guarantor. In order to sell shares on the day you place the order, the transfer
agent must receive your instructions to sell before the close of regular trading
on the NYSE. Redemption instructions for Zweig Government Cash Fund must be
received before 2:00 p.m. New York time in order to wire the proceeds to you
that day.

The maximum amount that may be redeemed for joint accounts by telephone is
$10,000 for individual accounts ($25,000 for joint accounts). Neither the Zweig
Mutual Funds, the distributor, nor the transfer agent will be liable for any
loss in acting on telephone instructions reasonably believed to be authentic. In
the event of a fraudulent telephone redemption, the investor will bear the risk
of loss. Because the funds may otherwise be liable for any losses due to
unauthorized or fraudulent instructions, reasonable procedures are employed to
confirm that instructions given by phone are genuine. These include: requiring a
form of personal identification from the caller and recording telephone
instructions. For identification purposes, the transfer agent may require such
information as it deems necessary before accepting redemption instructions.

During periods of extremely drastic economic or market changes, it may become
difficult to implement a telephone redemption. In the event that you have
difficulty reaching the transfer agent at its toll-free number, you should
consider sending written redemption instructions in the manner explained above.
We reserve the right to refuse telephone redemption requests and to limit their
amount or frequency. If, however, we determine not to accept a telephone
redemption request, we will seek to advise you promptly of that decision and, to
the extent feasible, will communicate that decision by telephone.

Redemptions normally will be made in cash. Redemptions also may be made in kind
pursuant to an election under Rule 18f-1 of the Investment Company Act of 1940
(the 1940 Act), as discussed more fully in the SAI. Rights of redemption may be
suspended if the NYSE is closed, other than customary weekend or holiday
closings, or for such other periods as the Securities and Exchange Commission
has permitted.

<PAGE>
Reinstatement privilege. If your have made a partial or complete redemption of
shares, you may reinvest all or part of the redemption proceeds and receive a
pro rata credit for any CDSC or initial sales charge paid, provided the
reinvestment is made within 30 days after the redemption. You may exercise this
privilege only once a year.

Systematic cash withdrawal programs. If your account has $5,000 or more, you may
set up a program to receive a specific amount in cash either monthly or
quarterly. Contact your investment professional or complete the application form
in this prospectus. Under these programs, all distributions must be reinvested.
Purchasing additional shares while receiving payments under these programs
ordinarily will be disadvantageous because of sales charges. Shares redeemed may
be subject to a CDSC. We may modify or terminate these programs at any time. If
an account registration is changed, this feature will be terminated unless its
continuance is specifically requested.

Minimum account size. If your account balance falls below $1,000 as a result of
redeeming shares, you may be given 60 days' notice to reestablish the minimum
balance. If you do not increase your balance, we reserve the right to close your
account and send the proceeds to you. Your shares will be redeemed at the net
asset value on the day your account is closed. We normally will not close an
account maintained in connection with a tax-deferred retirement plan.

EXCHANGE PRIVILEGE

You can exchange shares of one Zweig Mutual Fund for shares of the same class of
another fund distributed by Zweig Securities Corp. at their respective net asset
values (except that Class A Shares of Zweig Government Cash Fund purchased
without a sales charge are exchangeable at net asset value plus the applicable
sales charge). All exchanges are effected as of the close of regular trading on
the NYSE. You can exchange shares either through your investment professional
or, if the shares are registered in your name, through the transfer agent. You
may exchange through the transfer agent by mail, telephone, or systematically on
the 15th day of each month or quarter (see the application form in this
Prospectus).

Each exchange is a sale of shares of one fund and a purchase of the same class
of shares of another fund. An exchange may produce a gain or a loss for tax
purposes, and is subject to the terms and conditions applicable to telephone
redemptions and the minimum investment requirement of each fund. We reserve the
right to reject any exchange request, or to modify or terminate exchange
privileges upon 60 days' written notice to shareholders.

NET ASSET VALUE
Each fund determines the net asset value of each class of its shares on each day
that the NYSE is open. Net asset values are calculated as of the close of
regular trading on the NYSE and as of 2:00 p.m. New York time for Zweig
Government Cash Fund shares.

We value portfolio securities at market value when quotations are readily
available. We value securities for which market quotations are not readily
available at fair value as determined using procedures determined by the Board
of Trustees. In addition, if the values have been materially affected by events
occurring after the closing of a foreign market, assets may be valued by a
method that the Board of Trusteed believes accurately reflects fair value. We
value foreign forward currency contracts using forward currency exchange rates
supplied by a quotation service. We value short-term obligations having a
remaining maturity of 60 days or less at amortized cost (which approximates
market value). Zweig Government Cash Fund attempts to stabilize the net asset
value of its shares at $1.00 and uses the amortized cost method to value all its
securities.

DISTRIBUTIONS AND TAXES
Dividends of net investment income are declared and payable as follows:

Name of Zweig Fund Declared Payable
- ------------------------- -------------------- -----------------
Government Monthly Monthly
Strategy, Growth & Income
and Managed Assets Semi-annually Semi-annually
Appreciation and Foreign
Equity At least annually At least annually
Government Cash Daily at 2pm NY time Monthly

Any net realized capital gains will be paid at least annually, except that net
short-term capital gains may be paid more frequently, together with the
dividends from net investment income.

Distributions are declared separately for each class of shares of a fund.
Distributions will be reinvested at net asset value unless you elect to receive
distributions in cash. If an account registration is changed, the cash election
will be terminated unless its continuance is specifically requested.
Shareholders who have elected to receive distributions in cash but whose
accounts had

<PAGE>
two consecutive mailings returned as "undeliverable", will automatically have
their future distributions reinvested at net asset value.

Because Class B and Class C Shares have higher 12b-1 fees, dividends on Class A
Shares will be higher than dividends on Class B and Class C Shares of the same
fund. Because Class I Shares have no 12b-1 fees, dividends on Class I Shares
will be higher than dividends on Class A Shares of the same fund.

Each of our funds intends to qualify as a regulated investment company for
federal income tax purposes so long as, in management's view, such qualification
is in the shareholders' interest. We intend to distribute all of a fund's income
and net capital gains so as to be relieved of federal taxes. Distributions of
income and short-term capital gains are taxed as dividends. for noncorporate
taxpayers, long-term capital gains (defined as gains realized upon the sale of
assets held more than 18 months) are subject to a maximum tax rate of 20% (10%
for individuals in the 15% tax bracket). Gains realized upon the sale of assets
held more than 12 months but not more than 18 months are now considered
medium-term gains subject to a maximum tax rate of 28% (15% for individuals in
the 15% tax bracket). Distributions are taxable when paid, whether taken in cash
or reinvested, except that distributions declared in November and December and
paid in January are taxable as if paid on December 31st.

You should receive by January 31 of each year, a statement showing the tax
status of your distributions for the prior year and the proceeds of your
redemptions (including exchanges), if any. When you sell your shares, their tax
basis is the total of your cash investments plus all distributions that have
been reinvested, less any return of capital distributions. To assist you in
determining your tax basis, please keep your year-end account statements with
your other tax records.

The foregoing is a summary of certain federal income tax consequences. Be sure
to consult your own tax adviser to determine the precise effect of your
investments in our funds on your particular tax situation, and any state and
local tax consequences.

THE DISTRIBUTOR
Zweig Securities Corp. serves as principal distributor of shares of the Zweig
Mutual Funds. At any given time, the distributor may incur expenses in
distributing shares of the funds that are in excess of the total payments made
by the funds under the Rule 12b-1 Plans for distribution (Class I Shares do not
have a Rule 12b-1 Plan). Because there is no requirement that the distributor be
reimbursed for all its expenses, or that a plan be continued from year to year,
this excess does not constitute a liability of the funds. Although there is no
legal obligation for the funds to pay expenses in excess of payments made to the
distributor under the plans, if for any reason a plan is terminated, the Board
of Trustees will consider the manner in which to treat such expenses. Any
cumulative unreimbursed expenses may or may not be recovered through future
distribution fees. If the distributor receives any Rule 12b-1 payments in excess
of actual distribution expenses (a situation which has not occurred to date),
the difference could be viewed as profit to the distributor for that year.
Accordingly, the Trust's Class A, B, and C Rule 12b-1 Plans are classified as
compensation plans.

A service fee equal to 0.25% may be paid to financial services firms, including
NASD member firms that have signed agreements for continuous personal service by
such firms to investors in the funds. NASD member firms may also be paid a
portion of the asset-based sales charges on Class C Shares, so that these
dealers receive such reallowances at the following aggregate annual rates: (i)
0.25% commencing from date of purchase for the Class A Shares, (ii) 0.25%
commencing one year after purchase for the Class B Shares, and (iii) 0.95%
(0.70% and 0.25% for the Zweig Government Fund and Zweig Government Cash Fund,
respectively) commencing one year after purchase for the Class C Shares.

THE MANAGER AND MANAGEMENT FEE
The investments of the Zweig Mutual Funds are managed by Zweig/Glaser Advisers.
The general partners of Zweig/Glaser Advisers are: Glaser Corp., a Delaware
corporation controlled by Eugene J. Glaser, and Zweig Management Corp., a
Delaware corporation controlled by Dr. Zweig.

The manager's fee is based on the average daily net assets of each fund at the
following annual rates: Zweig Strategy Fund and Zweig Growth & Income Fund,
0.75%; Zweig Appreciation Fund, Zweig Managed Assets and Zweig Foreign Equity
Fund, 1.00%; Zweig Government Fund 0.60%; and Zweig Government Cash Fund, 0.50%.
These rates are constant and do not diminish with an increase in the net assets
of a fund. The management fees are comparable to the fees paid by mutual funds
with similar investment policies.

<PAGE>
In addition to managing the funds' investments, Zweig/Glaser Advisers also:
makes recommendations with respect to the funds' business affairs; furnishes
certain administrative services, office space and equipment; and permits its
employees to serve as the officers of the Trust without additional compensation
from the funds. All other expenses incurred in the operation of the funds, a
detailed list of which appears in the SAI, are borne by the funds.

Brokerage Transactions. To buy and sell securities for the Zweig Mutual Funds,
Zweig/Glaser Advisers may use its broker/dealer affiliates or other firms that
sell shares of the funds, provided they have the execution capability and that
their commission rates are comparable to those of other unaffiliated
broker/dealers.

ORGANIZATION OF THE FUNDS
The Trust was established as a Massachusetts business trust on September 24,
1984, and reorganized as a Delaware business trust on April 30, 1996. The Board
of Trustees directs the management of the business of the Trust. The Board has
duties and responsibilities comparable to those of the boards of directors of
corporations, not to those of trustees under customary trust principles. The
Trustees oversee the Trust's activities, elect the officers of the Trust who are
responsible for its day-to-day operations, review contractual arrangements with
the companies that provide services to the Trust, and review investment
performance.

The Trust, an open-end, diversified, management investment company, has an
unlimited number of shares of beneficial interest which, without shareholder
approval, may be divided by the Trustees into an unlimited number of classes and
funds. Voting rights are based on a shareholder's total dollar interest in a
Series and are thus allocated in proportion to the value of each shareholder's
investment. Shares vote together on matters that concern the entire Trust, or by
individual fund or class when the Board of Trustees determines that the matter
affects only the interests of a particular fund or class.

PERFORMANCE INFORMATION
Except for Zweig Government Cash Fund, the net asset value of a fund will
fluctuate from day to day. This fluctuation reflects the composition of the
fund's portfolio, as well as changes in market conditions, company and economic
developments, interest rates, and other factors. Performance will reflect our
skill in managing each fund's portfolio, the period of time you hold your
investment, and the class of shares and its annual operating expenses. When you
sell your shares, they may be worth more or less than what you paid for them.

Advertisements for the Zweig Mutual Funds may include:

Maximum NAV decline since a fund's inception, or for shorter periods. See
Measuring Risk for the maximum NAV declines of Zweig Mutual Funds compared
to declines for the same period of the average comparable fund and a
benchmark.

Total return for the most recent one-, five- and ten-year periods, and
since the inception of a class of shares through the most recent calendar
quarter. Total return also may be presented for other periods, or be based
on an investment at reduced sales charge levels. Total return does not
include the effect of taxes and does not predict future performance.

Yield, or the rate of income earned, expressed as a percentage of a fund's
share price. We calculate yield according to accounting methods that are
standardized for all stock and bond mutual funds. We express yield as an
annualized percentage rate based on the share price at the end of the
30-day period. This yield does not reflect gains or losses from selling
securities or from transactions in options and futures contracts. Yield
accounting methods differ from methods used for other accounting purposes.
Yield figures are based on historical earnings and are not intended to
indicate future performance.

Seven-day current yield for the Zweig Government Cash Fund refers to the
income generated by an investment in the fund over a seven-day period
specified in the advertisement. This income is assumed to be generated each
week for 52 weeks. This 52-week income is then shown as a percentage of the
investment.

Effective yield is calculated similarly to yield or seven-day current yield
but, when annualized, the income earned is assumed to be reinvested.

We also may include in advertising or marketing materials data from financial
and other publications and reference surveys that deal with industry or
investment statistics. The SAI lists the principal industry publications.

<PAGE>

The following is an assessment of the 1997 performance of Class A, Class B and
Class C Shares of each of the Zweig Mutual Funds (other than Zweig Government
Cash Fund). We've included a graph comparing each fund's performance since
inception with benchmarks.

[GRAPH APPEARS HERE--SEE PLOT POINTS BELOW]

Comparison of change in value of a $10,000 investment in Zweig Strategy Fund
Class A Shares, the Standard & Poor's 500 Index and the Consumer Price Index for
the period ended December 31, 1997.

Zweig Strategy Fund S&P 500 Index Consumer Price Index

Dec. 29, 1989 9,450 10,000 10,000
1989 9,466 10,078 10,010
1990 9,261 9,690 10,636
1991 11,431 12,660 10,953
1992 12,301 13,623 11,278
1993 14,134 15,003 11,587
1994 14,295 15,198 11,895
1995 17,885 20,903 12,164
1996 20,211 25,700 12,568
1997 23,863 34,271 12,782

AVERAGE ANNUAL TOTAL RETURN -- CLASS A SHARES

1 year 5 year from inception on 12/29/89
18.07% 14.18% 12.26%

CLASS B and CLASS C SHARES -- Zweig Strategy Fund also offers Class B and Class
C Shares. The performance of Class B and Class C Shares will be greater or less
than Class A Shares depending on sales charges, fees and the length of time the
shares are held.

AVERAGE ANNUAL TOTAL RETURN -- CLASS B SHARES

1 year from inception on 4/8/96
17.33% 14.58%

AVERAGE ANNUAL TOTAL RETURN -- CLASS C SHARES

1 year 5 year from inception on 2/4/92
17.30% 13.39% 12.32%

Past performance is not predictive of future results.

ZWEIG STRATEGY FUND
The fund's Class A Shares returned 18.07% in 1997. Class B and C Shares returned
17.33% and 17.30%, respectively. Large-company stocks beat most active managers
by a wide margin, and our performance reflects the fact that we held more
medium-sized companies than large companies. Our gain was also limited by our
market exposure, which was below 60% for most of the first half of the year, as
the risk of an overheating economy and Federal Reserve tightening kept our
research cautious. But fundamentals and relative value came to the fore in the
second half of 1997. As a result, the performance of our stock selection model
picked up, greatly improving our results.

[GRAPH APPEARS HERE--SEE PLOT POINTS BELOW]

ZWEIG APPRECIATION FUND
Comparison of change in value of a $10,000 investment in Zweig Appreciation Fund
Class A Shares, the Russell 2000 Index and the Consumer Price Index for the
period ended December 31, 1997.

Zweig
Appreciation Fund Russell 2000 Index Consumer Price Index

Oct. 7, 1991 9,450 10,000 10,000
1991 10,088 11,000 10,088
1992 10,980.8 12,500 10,388
1993 12,750 15,000 10,673
1994 12,350 14,500 10,958
1995 14,500 18,750 11,206
1996 16,500 22,500 11,578
1997 21,900 27,398 11,775

AVERAGE ANNUAL TOTAL RETURN -- CLASS A SHARES
1 year 5 year from inception on 10/7/91
23.83% 14.79% 14.42%

CLASS B and CLASS C SHARES -- Zweig Appreciation Fund also offers Class B and
Class C Shares. The performance of Class B and Class C Shares will be greater or
less than Class A Shares depending on sales charges, fees and the length of time
the shares are held.

AVERAGE ANNUAL TOTAL RETURN -- CLASS B SHARES
1 year from inception on 4/8/96
22.97% 19.69%

AVERAGE ANNUAL TOTAL RETURN -- CLASS C SHARES
1 year 5 year from inception on 2/4/92
23.01% 14.00% 12.74%

Past performance is not predictive of future results.

The fund's Class A Shares returned 23.83% in 1997. Class B and C Shares returned
22.97% and 23.01%, respectively. Though our market exposure remained below 60%
for almost the entire first half of the year, we lost only minimal ground to our
benchmarks and our fully invested peers. That's because of strong stock
selection and the fact that the minor March-April market pullback hit many
small-company managers hard, as technology stocks were devastated. Our stock
selection remained strong in the second half as we increased investment
exposure, ultimately to 100%.

<PAGE>
ZWEIG MANAGED ASSETS

[GRAPH APPEARS HERE--SEE PLOT POINTS BELOW]

Comparison of change in value of a $10,000 investment in Zweig Managed Assets
Class A Shares and Class C Shares, a benchmark 50/50 Blend of the Morgan Stanley
Country Index-World and the Salomon Currency Hedged World Government Bond Index,
and the Consumer Price Index for the period ended December 31, 1997.

<TABLE>
<CAPTION>
Zweig Managed Assets Class A Zweig Managed Assets Class C Consumer Price Index 50/50 Blend
<S> <C> <C> <C> <C>
Feb. 8, 1993 9,450 10,000 10,000 10,000
Dec. 31, 1993 10,582 11,009 10,252 11,314
Dec. 31, 1994 10,272 10,606 10,526 11,309
Dec. 31, 1995 11,942.2 12,244 10,764 13,390
Dec. 31, 1996 13,112.6 13,350 11,121 14,773
Dec. 31, 1997 15,141 15,308 11,310 15,845
</TABLE>

AVERAGE ANNUAL TOTAL RETURN -- CLASS A SHARES

1 year from inception on 2/8/93
15.47% 10.11%

CLASS B SHARES -- Zweig Managed Assets also offers Class B Shares.
The performance of Class B Shares will be greater or less than Class A Shares
depending on sales charges, fees and the length of time the shares are held.

AVERAGE ANNUAL TOTAL RETURN -- CLASS B SHARES

1 year from inception on 4/8/96
14.67% 13.81%

AVERAGE ANNUAL TOTAL RETURN -- CLASS C SHARES

1 year from inception on 2/8/93
14.67% 9.34%

Past performance is not predictive of future results.

The fund's Class A Shares returned 15.47% in 1997. Class B and C Shares both
returned 14.67%. During the year, our foreign country models picked up rising
interest rates in Europe and Asia, as well as deteriorating market momentum. We
reduced our exposure to many countries before stocks declined around the world
early in the fourth quarter. In the U.S., we bought stocks at lower prices
following a market decline, while many other funds suffered losses. Our U.S.
bond model was very bullish, reflecting the flight to quality that followed
equity and currency market turbulence.

ZWEIG GROWTH & INCOME FUND

[GRAPH APPEARS HERE--PLEASE PROVIDE PLOT POINTS BELOW]

Comparison of change in value of a $10,000 investment in Zweig Growth &
Income Fund Class A Shares and Class C Shares, the Standard & Poor's 500
Index and the Consumer Price Index for the period ended December 31, 1997.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Zweig Growth & Income Zweig Growth & Income Consumer
Fund Class A Fund Class C S&P 500 Index Price Index
Dec. 29, 1989 9450 10000 10000 10000
Dec. 29, 1996 9450 10000 9900 10010
Dec. 29, 1997 11680 12266 13092 10195
</TABLE>

AVERAGE ANNUAL TOTAL RETURN -- CLASS A SHARES

1 year from inception on 11/26/96
23.12% 21.26%

CLASS B SHARES -- Zweig Growth & Income Fund also offers Class B Shares. The
performance of Class B Shares will be greater or less than Class A Shares
depending on sales charges, fees and the length of time the shares are held.

AVERAGE ANNUAL TOTAL RETURN -- CLASS B SHARES

1 year from inception on 11/26/96
22.29% 20.45%

AVERAGE ANNUAL TOTAL RETURN -- CLASS C SHARES

1 year from inception on 11/26/96
22.15% 20.43%

Past performance is not predictive of future results.

The fund's Class A Shares returned 23.12% for 1997, the fund's first full year.
Class B and C Shares returned 22.29% and 22.15%, respectively. The
outperformance of growth stocks in general -- and the ones we own in
particular -- during the second and third quarters of 1997 boosted our returns.
Although we had a low market exposure for the first half of the year, we were
able to capture the bulk of the gains of the average fund for the full year,
giving us a good start toward accomplishing our long-term goal of superior
risk-adjusted returns.

<PAGE>

ZWEIG FOREIGN EQUITY FUND

From its inception in November 1997 through the end of the year, the fund's
Class A Shares posted a gain of 1.09%. The fund's Class B and C Shares both
returned 1.03%. The fund applies the risk-averse Zweig approach to investing in
non-U.s. stocks. At the time of the fund's inception, most of our foreign
country models were calling for caution. Since we saw risk all around the globe,
we launched the fund with a market exposure of only 21%. December brought
recovery in several European countries, which encouraged us to increase our
market exposure to 66% by year-end.

ZWEIG GOVERNMENT FUND

[GRAPH APPEARS HERE--SEE PLOT POINTS BELOW]

Comparison of change in value of a $10,000 investment in Zweig Government Fund
Class A Shares, Lehman Government Bond Index and the Consumer Price Index for
the period ended December 31, 1997.

<TABLE>
<CAPTION>
Zweig Government Fund Lehman Composite Government Index Consumer Price Index
<S> <C> <C> <C>
Mar. 25, 1985 9,525 10,000 10,000
1985 10,960.1 11,792.8 10,253
1986 12,080 13,598.4 10,375
1987 11,860.6 13,897 10,834
1988 12,462 14,874.3 11,311
1989 14,073.6 16,991.5 11,836
1990 14,966.7 18,472 12,576
1991 17,157.8 21,303 12,951
1992 17,932.2 22,843 13,335
1993 19,487 25,278 13,701
1994 18,936 24,423 14,067
1995 21,556.7 28,903 14,385
1996 21,466.2 29,703 14,863
1997 23,274 32,553 15,116
</TABLE>

AVERAGE ANNUAL TOTAL RETURN -- CLASS A SHARES
1 year 5 year from inception on 3/25/85
8.42% 5.67% 7.24%

CLASS B and CLASS C SHARES -- Zweig Government Fund also offers Class B and
Class C Shares. The performance of Class B and Class C Shares will be greater or
less than Class A Shares depending on sales charges, fees and the length of time
the shares are held.

AVERAGE ANNUAL TOTAL RETURN -- CLASS B SHARES

1 year from inception on 4/8/96
7.55% 6.78%

AVERAGE ANNUAL TOTAL RETURN -- CLASS C SHARES

1 year 5 year from inception on 2/4/92
7.86% 5.13%
5.41%

Past performance is not predictive of future results.

The fund's Class A Shares returned 8.42% for 1997. Class B and C Shares returned
7.55% and 7.86%, respectively. Our bond model responded to the bull market
early, causing us to increase our duration to 6.1 years, a fairly high reading
for us. As the turmoil of foreign markets spread to the U.S., many investors
bought bonds in an attempt to protect their investments. Although the fund
lagged the market for the first six months, we enjoyed the gains of the second
half and almost kept pace with our peers for the full year.

<PAGE>
TABLE OF CONTENTS

About the Funds
Fee Table 2
Financial Highlights 3
Our Investment Style 6
Investment Objectives 6
Dr. Martin E. Zweig 7
The Portfolio Managers 8
How We Select Stocks 8
How We Select Bonds and Manage Interest Rate
Risk 8
Other Securities 9
Other Investment Policies 10
Risk Factors 10
About Your Account
Year 2000 Preparedness 15
Choosing Among Classes When Purchasing Shares 15
How to Invest in the Zweig Mutual Funds 19
How To Sell Your Zweig Mutual Fund Shares 19
Exchange Privilege 21
Net Asset Value 21
Distributions and Taxes 21
Other Information
The Distributor 22
The Manager and Management Fee 22
Organization of the Funds 23
Performance Information 23

Investment Manager
Zweig/Glaser Advisers
900 Third Avenue, 31st Floor
New York, New York 10022-4728

Custodian
The Bank of New York
48 Wall Street
New York, New York 10015

Transfer Agent and Dividend Paying Agent
State Street Bank and Trust Company
P.O. Box 8505
Boston, Massachusetts 02266-8505

Independent Accountants
Coopers & Lybrand L.L.P.
1301 Avenue of the Americas
New York, New York 10019

Counsel
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022

Principal Distributor
Zweig Securities Corp.
900 Third Avenue, 31st Floor
New York, New York 10022-4728

No dealer, salesperson or other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus, in connection with the offer contained in this Prospectus, and, if
given or made, such other information or representations must not be relied upon
as having been authorized by the Trust, the Investment Manager or the
Distributor. This Prospectus does not constitute an offering in any state in
which such offering may not lawfully be made.

Zweig
Series Trust
.
.
.
.
.
.
.
.
PROSPECTUS
.
. Zweig Strategy Fund
.
. Zweig Appreciation Fund
.
. Zweig Growth & Income Fund
.
. Zweig Managed Assets
.
. Zweig Foreign Equity Fund
.
. Zweig Government Fund
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. Zweig Government Cash Fund
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.
(down arrow)
May 1, 1998

<PAGE>

ZWEIG SERIES TRUST

900 Third Avenue, 31st Floor, New York, N.Y. 10022-4728

STATEMENT OF ADDITIONAL INFORMATION
May 1, 1998

ZWEIG SERIES TRUST (the "Trust" ), a Delaware business trust, is a
professionally managed, open-end, diversified, investment company which offers
investors the opportunity to invest in seven mutual funds, or "Series". A copy
of its Agreement and Declaration of Trust is on file with the Secretary of State
of the State of Delaware.
Each Series is a separate mutual fund which has distinct investment
objectives and policies. A shareholder's interest is limited to the Series and
to the Class in which she or he owns shares. The seven Series are: Zweig
Strategy Fund, Zweig Appreciation Fund, Zweig Growth & Income Fund; Zweig
Managed Assets, Zweig Foreign Equity Fund, Zweig Government Fund, and Zweig
Government Cash Fund (formerly named Zweig Cash Fund) (each a "Series" ).

This Statement of Additional Information, which should be kept for future
reference, is not a prospectus. It should be read in conjunction with the
Prospectus of the Trust (the "Prospectus" ), dated May 1, 1998, which can be
obtained without cost by calling or writing the Trust at the telephone number
and address printed on this cover page. This Statement of Additional Information
is intended to provide you with further information about the Trust.

Zweig Series Trust
(Toll Free 1-800-272-2700)

<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
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INVESTMENT OBJECTIVES AND POLICIES................................................. 2
INVESTMENT RESTRICTIONS............................................................ 2
PURCHASE AND REDEMPTION OF SHARES.................................................. 11
REINSTATEMENT PRIVILEGE ........................................................... 11
EXCHANGE PRIVILEGE ................................................................ 11
INVOLUNTARY REDEMPTIONS............................................................ 12
RETIREMENT PLANS................................................................... 12
NET ASSET VALUE AND TAXES.......................................................... 12
TRUSTEES AND OFFICERS OF THE TRUST................................................. 15
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES................................ 18
INVESTMENT MANAGEMENT AND OTHER SERVICES........................................... 18
Manager ..................................................................... 18
Distributor.................................................................. 20
Distribution Plans........................................................... 20
Custodian, Fund Accounting Agent, Transfer Agent and Dividend Paying Agent... 22
Independent Accountants...................................................... 22
Counsel...................................................................... 22
PORTFOLIO TRANSACTIONS AND BROKERAGE............................................... 22
YIELD AND PERFORMANCE INFORMATION.................................................. 23
REGISTRATION STATEMENT............................................................. 25
FINANCIAL STATEMENTS............................................................... 26
APPENDIX I......................................................................... 26
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INVESTMENT OBJECTIVES AND POLICIES

The Trust's investment objectives and policies and permitted
investments are described in the Prospectus under the headings "Investment
Objectives," "How We Select Stocks," "How We Select Bonds and Manage Interest
Rate Risk" and "Risk Factors". The investment objectives described in the first
sentence under the name of each fund under the caption Investment Objectives in
the prospectus, except for those of Zweig Managed Assets, are fundamental. In
the case of Zweig Strategy Fund, its investment objectives are further amplified
in that the primary investments of the fund are stocks with a minimum market
capitalization (the total value of their shares) of $400 million, average daily
trading volume of 50,000 shares or $425 million of total assets, that the
portfolio manager considers to be comparable to the stocks included in the
Standard & Poor's 500 Index. These stocks are traded on the New York Stock
Exchange, the American Stock Exchange, over the counter or on foreign exchanges.
The fundamental policies can be changed only by vote of a majority of the
outstanding shares of a fund. A majority for the purpose of changing a
fundamental policy is defined as the lesser of either: (a) 67% of the shares
represented at a meeting if more than 50% of all shares are represented, or (b)
more than 50% of all outstanding shares. We do not anticipate that Zweig Managed
Assets will change its objectives. If the fund should change its investment
objective, we will notify shareholders 30 days prior to making the change. As
stated in the Prospectus, a shareholder's voting rights are based on the
shareholder's total dollar interest in a Series and are thus allocated in
proportion to the value of each shareholder's investment.

There can be no assurance that a Series' investment objectives will be
achieved. Set forth below is additional information with respect to the
investment policies and a description of certain financial instruments and
techniques utilized by certain Series. The Board of Trustees, which has the
primary responsibility for the overall management of the Zweig Mutual Funds, has
determined that, while there are certain risks inherent in some of these,
including futures, options, currency exchange contracts and short sales,
Zweig/Glaser Advisers has demonstrated its expertise and ability to use these
hedging techniques effectively. The flexibility and potential for enhanced
long-term performance and risk reduction provided by such investment techniques
warrant their use, in the opinion of the Board of Trustees.

REPURCHASE AGREEMENTS (ALL SERIES)

Repurchase agreements involve purchases of securities by a Series. In such
a transaction, at the time the Series purchases the security, it simultaneously
agrees to resell and redeliver the security to the seller who also
simultaneously agrees to buy back the security at a fixed price and time. This
assumes a predetermined yield for the Series during its holding period, since
the resale price is always greater than the purchase price and reflects an
agreed-upon market rate. Such transactions afford an opportunity for the Series
to invest temporarily available cash. Repurchase agreements may be considered
loans to the seller collateralized by the underlying securities. The risk to the
Series is limited to the ability of the seller to pay the agreed-upon sum on the
repurchase date; in the event of default, the repurchase agreement provides that
the Series is entitled to sell the underlying collateral. If the value of the
collateral declines after the agreement is entered into, however, and if the
seller defaults under a repurchase agreement when the value of the underlying
collateral is less than the repurchase price, the Series could incur a loss of
both principal and interest. The manager monitors the value of the collateral at
the time the transaction is entered into and at all times subsequent during the
term of the repurchase agreement in an effort to determine that the value of the
collateral always equals or exceeds the agreed-upon repurchase price to be paid
to the Series. If the seller were to be subject to a Federal bankruptcy
proceeding, the ability of the Series to liquidate the collateral could be
delayed or impaired because of certain provisions of the bankruptcy laws. Except
for temporary defensive purposes, no Series other than Zweig Government Cash
Fund intends to invest more than 20% of its assets in repurchase agreements.

OPTIONS (ALL SERIES EXCEPT ZWEIG CASH FUND)
When a Series writes an option, an amount equal to the premium received by
the Series is recorded as an asset and as an offsetting liability. The amount of
the liability is "marked-to-market" daily to reflect the current market value of
the option, which is the last sale price on the principal exchange on which such
option is traded or, in the absence of a sale, the mean between the latest bid
and offering prices. If an option written by Series expires, or a Series enters
into a closing purchase transaction, such Series will realize a gain (or, in the
latter case, a loss, if the cost of a closing transaction exceeds the premium
received) and the liability related to such option will be extinguished.
The premium paid by a Series for the purchase of a put option (its cost) is
recorded initially as an investment, the value of which is subsequently adjusted
to the current market value of the option. If the current market value of a put
option exceeds its premium, the excess represents unrealized appreciation;
conversely, if the premium exceeds the current market value, the excess
represents unrealized depreciation. The current market value of an option
purchased by a Series equals the option's last sale price on the principal
exchange on which it is traded or, in the absence of a sale, the mean between
the latest bid and offering prices.

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An option position may be closed out only on an exchange which provides a
secondary market for an option of the same series. Although a Series generally
will purchase or write only those options for which there appears to be an
active secondary market, there is no assurance that a liquid secondary market on
an exchange will exist for any particular option, or at any particular time, and
for some options no secondary market on an exchange may exist. In such event, it
might not be possible to effect closing transactions in particular options, with
the result that the Series would have to exercise its options in order to
realize any profit and would incur transaction costs on the sale of underlying
securities pursuant to the exercise of put options. If a Series, as a covered
call option writer, is unable to effect a closing purchase transaction in a
secondary market, it will not be able to sell the underlying security until the
option expires or it delivers the underlying security upon exercise.
Reasons for the absence of a liquid secondary market on an exchange
include the following: (a) there may be insufficient interest in trading certain
options; (b) restrictions may be imposed by an exchange on opening transactions
or closing transactions or both; (c) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes or series of
options or underlying securities; (d) unusual or unforeseen circumstances may
interrupt normal operations on an exchange; (e) the facilities of an exchange or
the Options Clearing Corporation (the "OCC" ) may not at all times be adequate
to handle current trading volume; or (f) one or more exchanges might, for
economic or other reasons, decide or be compelled at some future date to
discontinue the trading of options (or a particular class or series of options),
in which event the secondary market on that exchange (or in that class or series
of options) would cease to exist, although outstanding options on that exchange
that had been issued by the OCC as a result of trades on that exchange would
continue to be exercisable in accordance with their terms.
In addition, there is no assurance that higher-than-anticipated trading
activity or other unforeseen events might not, at times, render certain of the
facilities of the OCC inadequate, and thereby result in the institution by an
exchange of special procedures which may interfere with the timely execution of
customers' orders.
The amount of the premiums which a Series may pay or receive may be
adversely affected as new or existing institutions, including other investment
companies, engage in or increase their option purchasing and writing activities.
In the event of a shortage of the underlying securities deliverable on
exercise of a listed option, the OCC has the authority to permit other,
generally comparable securities to be delivered in fulfillment of option
exercise obligations. If the OCC exercises its discretionary authority to allow
such other securities to be delivered, it may also adjust the exercise prices of
the affected options by setting different prices at which otherwise ineligible
securities may be delivered. As an alternative to permitting such substitute
deliveries, the OCC may impose special exercise settlement procedures.

FUTURES CONTRACTS (ALL SERIES EXCEPT ZWEIG CASH FUND)
Upon entering into a futures contract, a Series will initially be required
to deposit with the custodian an amount of initial margin using cash or U.S.
Treasury bills equal to approximately 1 1/2% of the contract amount. The nature
of initial margin in futures transactions is different from that of margin in
securities transactions in that futures contract initial margin does not involve
the borrowing of funds by customers to finance the transactions. Rather, the
initial margin is in the nature of a performance bond or good faith deposit on
the contract which is returned to the Series upon termination of the futures
contract, assuming all contractual obligations have been satisfied. In addition
to initial margin, the Series is required to deposit cash, liquid debt
obligations, liquid equity securities or cash equivalents in an amount equal to
the notional value of all long futures contracts, less the initial margin
amount, in a segregated account with the custodian to ensure that the use of
such futures contracts is not leveraged. If the value of the securities placed
in the segregated account declines, additional securities, cash or cash
equivalents must be placed in the segregated account so that the value of the
account will at least equal the amount of the Series' commitments with respect
to such futures contracts.
Subsequent payments, called maintenance margin, to and from the broker,
will be made on a daily basis as the price of the underlying security
fluctuates, making the long and short positions in the futures contract more or
less valuable, a process known as marking to the market. For example, when the
Series has purchased a futures contract and the price of the underlying security
has risen, that position will have increased in value and the Series will
receive from the broker a maintenance margin payment equal to that increase in
value. Conversely, when the Series has purchased a futures contract and the
price of the underlying security has declined, the position would be less
valuable and the Series would be required to make a maintenance margin payment
to the broker. At any time prior to expiration of the futures contract, the
Series may elect to close the position by taking an opposite position which will
operate to terminate the Series' position in the futures contract. A final
determination of maintenance margin is then made, additional cash is required to
be paid by or released to the Series, and the Series realizes a loss or a gain.
While futures contracts based on securities do provide for the delivery and
acceptance of securities, such deliveries and acceptances are very seldom made.
Generally, the futures contract is terminated by entering into an offsetting
transaction. An offsetting transaction for a futures contract sale is effected
by the Series entering into a futures contract purchase for the same aggregate
amount of the specific type of financial instrument with the same delivery date.
If the price in the sale exceeds the price in the offsetting purchase, the
Series immediately is

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paid the difference and thus realizes a gain. If the offsetting purchase price
exceeds the sales price, the Series pays the difference and realizes a loss.
Similarly, the closing out of a futures contract purchase is effected by the
Series entering into a futures contract sale. If the offsetting sale price
exceeds the purchase price, the Series realizes a gain, and if the purchase
price exceeds the offsetting price, the Series realizes a loss.
There are several risks in connection with the use of futures contracts as
a hedging device. One risk arises due to the imperfect correlation between
movements in the price of the futures contracts and movements in the price of
the subject of the hedge. The price of the futures contract may move more than
or less than the price of the securities or currency being hedged.
If the price of the futures contracts moves less than the price of the
securities or currency hedged, the hedge will not be fully effective, but, if
the price of the securities or currency being hedged has moved in an unfavorable
direction, the Series would be in a better position than if it had not hedged at
all. If the price of the securities or currency being hedged has moved in a
favorable direction, this advantage will be partially offset by the movement in
the price of the futures contract. If the price of the futures contract moves
more than the price of the security or currency, the Series will experience
either a loss or gain on the futures which will not be completely offset by
movements in the prices of the securities or currency which is the subject of
the hedge.
To compensate for the imperfect correlation of such movements in price, the
Series may buy or sell futures contracts in a greater dollar amount than the
dollar amount of the securities or currency being hedged if the historical
volatility of the prices of such securities or currency has been greater than
the historical volatility of the futures contracts. Conversely, the Series may
buy or sell fewer futures contracts if the historical volatility of the price of
the securities or currency being hedged is less than the historical volatility
of the futures contracts.
It is also possible that, where a Series has sold futures to hedge its
portfolio against a decline in the market, the market may advance and the value
of securities held in the Series' portfolio may decline. If this occurred, the
Series would lose money on the futures contracts and also experience a decline
in value in its portfolio securities. However, while this could occur for a very
brief period or to a very small degree, over time the value of a diversified
portfolio will tend to move in the same direction as the futures contracts.
Where futures are purchased to hedge against a possible increase in the cost
of securities before a Series is able to invest its cash (or cash equivalents)
in an orderly fashion, it is possible that the market may decline instead; if
the Series then concludes not to invest in the relevant securities at that time
because of concern as to possible further market decline or for other reasons,
the Series will realize a loss on the futures contract that is not offset by a
reduction in the price of securities purchased.
Another risk arises because the market prices of futures contracts may be
affected by certain factors. First, all participants in the futures market are
subject to initial margin and maintenance margin requirements. Rather than
meeting maintenance margin requirements, investors may close futures contracts
through offsetting transactions which could distort the normal relationship
between the debt securities and futures markets. Second, from the point of view
of speculators, the margin requirements in the futures market are less onerous
than margin requirements in the securities market. Therefore, increased
participation by speculators in the futures market may also cause temporary
price distortions.
Due to the possibility of price distortion in the futures market and
because of the imperfect correlation between movements in securities and
movements in the prices of futures contracts, a correct forecast of interest
rate trends by the Manager may still not result in a successful hedging
transaction over a very short period of time.
The hours of trading for futures contracts may not conform to the hours
during which the underlying securities are traded. To the extent that the
futures contracts markets close after the markets for the underlying securities,
significant price movements can take place in the futures contracts markets that
cannot be reflected in the markets of the underlying securities.
Positions in futures contracts may be closed out only on an exchange or
board of trade which provides a secondary market for such futures. Although the
Trust intends to purchase or sell futures only on exchanges or boards of trade
where there appears to be an active secondary market, there is no assurance that
a liquid secondary market on an exchange or board of trade will exist for any
particular contract or at any particular time. In such event, it may not be
possible to close a futures position and, in the event of adverse price
movements, the Series would continue to be required to make daily cash payments
of maintenance margin. However, in the event futures contracts have been used to
hedge portfolio securities, such securities will not be sold until the futures
contracts can be terminated. In such circumstances, an increase in the price of
the securities, if any, may partially or completely offset losses on the futures
contract. However, as described above, there is no guarantee that the price of
the securities will, in fact, correlate with the price movements in the futures
contract and thus provide an offset to losses on a futures contract.
Successful use of futures contracts by the Trust is also subject to the
Manager's ability to correctly predict movements in the direction of interest
rates and other factors affecting markets for securities. For example, if a
Series has hedged against the possibility of an increase in interest rates which
would adversely affect securities held in its portfolio and prices of such
securities increase instead, the Series will lose part or all of the benefit of
the increased value of its securities which it has hedged because it will have
offsetting losses in its futures positions. In addition, in such situations, if
the Series has insufficient cash, it may have to sell securities to meet
maintenance margin requirements. Such sales of securities may be, but will not
necessarily be, at increased prices which

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reflect the rising market. The Series may have to sell securities at a time when
it may be disadvantageous to do so.

FOREIGN SECURITIES
A Series may invest in securities of foreign issuers, including equities
and non-U.S. dollar-denominated money market securities, and sponsored and
unsponsored ADRs, ADSs, EDRs, EDSs, GDRs, and GDSs. Shareholders should consider
carefully the substantial risks involved in investing in securities issued by
companies and governments of foreign nations, which are in addition to the usual
risks inherent in domestic investments.
Although the Trust intends to invest only in nations that the Manager
considers to have relatively stable and friendly governments, there is the
possibility of expropriation, nationalization, repatriation or confiscatory
taxation, taxation of income earned in a foreign country and other foreign
taxes, foreign exchange controls (which may include suspension of the ability to
transfer currency from a given country), default in foreign government
securities, political or social instability or diplomatic developments which
could affect investments in securities of issuers in those nations. In addition,
in many countries there is less publicly available information about issuers
than is available for U.S. companies. For example, ownership of unsponsored ADRs
may not entitle the owner to financial or other reports from the issuer to which
it might otherwise be entitled as the owner of a sponsored ADR. Moreover,
foreign companies are not generally subject to uniform accounting, auditing and
financial reporting standards, and auditing practices and requirements may not
be comparable to those applicable to U.S. companies. In many foreign countries,
there is less government supervision and regulation of business and industry
practices, stock exchanges, brokers and listed companies than in the United
States. Foreign securities transactions may also be subject to higher brokerage
costs than domestic securities transactions. The foreign securities markets of
many of the countries in which the Series may invest may also be smaller, less
liquid and subject to greater price volatility than those in the United States.
In addition, the Series may encounter difficulties or be unable to pursue legal
remedies and obtain judgment in foreign courts.
Foreign stock markets have different clearance and settlement
procedures and in certain markets there have been times when settlements have
been unable to keep pace with the volume of securities transactions, making it
difficult to conduct such transactions. Delays in settlement could result in
temporary periods when assets of the Series are uninvested and no return is
earned thereon. The inability of the Series to make intended security purchases
due to settlement problems could cause the Series to miss attractive investment
opportunities. Further, the inability to dispose of portfolio securities due to
settlement problems could result either in losses because of subsequent declines
in the value of the portfolio security or, if the Series has entered into a
contract to sell the security, in possible liability to the purchaser. Fixed
commissions on some foreign securities exchanges are generally higher than
negotiated commissions on U.S. exchanges, although the Manager will endeavor to
achieve the most favorable net results on the Series's portfolio transactions.
It may be more difficult for the Series's agents to keep currently informed
about corporate actions such as stock dividends or other matters that may affect
the prices of portfolio securities. Communications between the United States and
foreign countries may be less reliable than within the United States, thus
increasing the risk of delayed settlements of portfolio transactions or loss of
certificates for portfolio securities. Moreover, individual foreign economies
may differ favorably or unfavorably from the United States economy in such
respects as growth of gross domestic product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position. The
Manager seeks to mitigate the risks to the Series associated with the foregoing
considerations through diversification and continuous professional management.
Brokerage commissions, custodial services, and other costs relating to
investment in foreign countries are generally more expensive than in the United
States. Clearance and settlement procedures on foreign markets are different and
problems with settling security transactions could result in temporary periods
when assets of the fund are uninvested and no return is earned on such amounts.
Depository receipts are typically issued by foreign banks or trust
companies, although they may also be issued by U.S. banks or trust companies,
and evidence ownership of underlying securities issued by either a foreign or a
U.S. corporation. Depository receipts may be issued pursuant to a sponsored
program, where an issuer has made arrangements to have its securities traded in
the form of depository receipts, or in unsponsored programs, where the issuer
may not be directly involved in the creation of the program. Depository receipts
may not necessarily be denominated in the same currency as the underlying
securities into which they may be converted. In addition, the issuers of the
securities underlying unsponsored depository receipts are not obligated to
disclose material information in the U.S. and,

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therefore, there may be less information available regarding such issuers and
there may not be a correlation between such information and the market value of
the depository receipts. Depository receipts also involve the risks of other
investments in foreign stocks, as discussed above.

INVESTMENT COMPANIES (ALL SERIES EXCEPT ZWEIG GOVERNMENT CASH FUND)

Investments by the Trust in investment companies will be effected by
independent investment managers, and the Trust will have no control over the
investment management, custodial arrangements or operations of any investments
made by such investment managers. Some of the funds in which a Series may invest
could also incur more risks than would be the case for direct investments. For
example, they may engage in investment practices that entail greater risks or
invest in companies whose securities and other investments are more volatile. In
addition, the funds in which a Series of the Trust invests may or may not have
the same fundamental investment limitations as those of the Series itself. While
a potential benefit of investing in closed-end investment companies would be to
realize value from a decrease in the discount from net asset value at which some
closed-end funds trade, there is also the potential that such discount could
grow, rather than decrease.
By investing in investment companies indirectly through the Trust, a
shareholder of the investing Series will bear not only a proportionate share of
the expenses of that Series (including operating costs and investment advisory
and administrative fees) but also, indirectly, similar expenses of the
investment companies in which the Series invests. A shareholder may also
indirectly bear expenses paid by investment companies in which the Series invest
related to the distribution of such investment companies' shares. Some of the
open-end investment companies in which the Series may invest may limit the
ability of shareholders (including a Series of the Trust) to redeem their
shares.

Closed-end investment companies frequently trade at a discount from net
asset value. Only if the discount is sufficiently large will the additional
income earned by a portfolio purchased at a discount offset the additional layer
of expense. If shares of another investment company are purchased at a discount
which subsequently declines, performance will be better than it would have been
had the underlying instruments been purchased directly. Our funds will invest in
another investment company only if the portfolio manager believes that the
fund's investment objective will be furthered by doing so. No more than 10% of a
fund's assets will be invested in other investment companies. No more than 5%
will be invested in any one. Zweig Government Cash Fund will not normally invest
in any other investment companies.
Zweig Government Cash Fund may not invest in securities of investment
companies, except as they may be acquired as part of a merger, consolidation or
acquisition of assets. The other Zweig Mutual Funds may not invest in investment
companies except by purchase in the open market involving only customary
brokers' commissions, in connection with a merger, consolidation,
reorganization, or acquisition of assets, or as otherwise permitted by
applicable law. Current law prohibits any Series from (i) owning more than 3% of
the voting securities of any one investment company; (ii) investing more than 5%
of its assets in the securities of any one investment company; or (iii)
investing more than 10% of its assets in securities issued by investment
companies. Any Series is also prohibited from owning more than 10% of the voting
securities of a registered closed-end investment company. If the investment
securities of another investment company were the only investment securities
held by a Series, these restrictions would not apply to that Series. All Series
may also invest in other investment companies to facilitate the implementation
of a master-feeder structure.

ZWEIG STRATEGY FUND, ZWEIG APPRECIATION FUND AND ZWEIG GROWTH & INCOME FUND

The portfolio manager of Zweig Strategy Fund, Zweig Appreciation Fund and Zweig
Growth & Income Fund uses proprietary computer-driven models developed by Dr.
Zweig and his associates to choose stocks for those funds. The models evaluate
and rank 3,000 stocks based primarily on earnings momentum, relative valuation,
changes in analysts' earnings estimates, earnings growth, price momentum, cash
flow trend, payout ratio trend and other market measurements. The stock
selection models may evolve or be replaced by other techniques intended to
select stocks with the potential for growth. We will notify shareholders of any
material change to the stock selection models.

ZWEIG MANAGED ASSETS
Each foreign country in which Zweig Managed Assets intends to invest
has a currency model, as well as stock and bond models similar to those used for
determining the domestic asset allocation strategy. We will normally allocate
the Series's assets within the following parameters: 0-60% in stocks, 0-60% in
bonds and 0-100% in short-term debt instruments. A neutral mix will consist of
35% stocks, 35% bonds and 30% cash equivalents. This will occur when the
research indicates that conditions do not favor one asset class over another.
The Series may use futures, forward currency contracts and options to increase
or decrease its exposure to changing securities prices, interest rates or
currency exchange rates.

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ZWEIG FOREIGN EQUITY FUND

The level of stocks and money market instruments, as well as the total
level of investment in any particular country, will vary over time depending on
the level of risk the Manager's models determine. As a model points to
increasing levels of market risk in a particular country, we will reduce our
exposure to that country by selling stocks, by hedging market exposure with
foreign stock index futures or options or by selling short. The fund will not
invest more than 15% of its assets in any one country.
In selecting stocks, our models rank industry groups when available.
From the higher ranked industry groups, we select stocks by evaluating and
ranking them based on technical and fundamental factors. Additionally, we may
invest in investment vehicles or groups of foreign stocks that, in the
aggregate, are expected to perform similarly to a particular major foreign stock
market index or foreign stock industry group, and in investment companies that
invest in the securities of a particular country. , commonly refered to as
"Country Funds", that invest in the securities of a particular country.
The Manager's currency model for each country provides a disciplined
approach to managing currency risk. When the model indicates a strong likelihood
that the foreign currency is going to increase in value against the U.S. dollar,
we will not hedge our exposure to the foreign currency. Otherwise, it will hedge
its entire position using currency exchange contracts. In those countries where
there is no mechanism to hedge against currency fluctuations, we will only
invest in such countries when our models are bullish on both the equity market
and the foreign currency. Some of the indicators in the currency model include
the relative trend of real and nominal short-term interest rates, the movement
of the trade-weighted foreign currency, and the momentum of the foreign currency
against the U.S. dollar.

ZWEIG GOVERNMENT FUND
Zweig Government Fund seeks a high total return from current income and
capital appreciation consistent with preservation of capital over the long term
by investing primarily in U.S. Government and agency securities, including
Government National Mortgage Association ("GNMA") mortgage-backed certificates,
and repurchase agreements collateralized by such securities. ZWEIG GOVERNMENT
FUND MAY NOT INVEST IN STOCKS.

Not all U.S. Government securities are backed by the full faith and credit
of the United States. Some are supported only by the credit of the agency or
instrumentality. Agencies and instrumentalities include: Bank for Cooperatives,
Export-Import Bank of the U.S., Farmers Home Administration, Federal Financing
Bank, Federal Home Loan Banks, Federal Home Loan Mortgage Corp., Federal Housing
Administration, Federal Intermediate Credit Banks, Federal Land Banks, Federal
National Mortgage Association, Government National Mortgage Association (GNMA),
Resolution Funding Corp., Student Loan Marketing Association, Tennessee Valley
Authority and the U.S. Postal Service.

It is the Series' policy that at least 65% of its total assets will be
invested in U.S. Government securities (including GNMA certificates), except
during times when the Manager believes that adoption of a temporary defensive
position is desirable. For temporary defensive purposes, the Series may hold
cash or invest in money market instruments without limit.
Investments for Zweig Government Fund are chosen primarily by utilizing
a model that incorporates various indicators such as: momentum of bond prices,
short-term interest rate trends, inflation indicators, general economic and
liquidity indicators, and other market indicators and statistics.
The Series may write covered call options and secured put options, and
purchase put options on U.S. Government securities which are traded on an
exchange or over-the-counter. The Series also may purchase and sell interest
rate futures contracts and purchase and write put and call options on such
futures contracts as a means of hedging against changes in interest rates.

OPTIONS ON GOVERNMENT SECURITIES
(i) On Treasury Bonds and Notes. Because the trading interest in
Treasury bonds and notes tends to center on the most recently auctioned issues,
the exchanges will not continue indefinitely to introduce new expirations with
respect to such options to replace expiring options on particular issues. The
expirations introduced at the commencement of options trading on a particular
issue will be allowed to run, with the possible addition of a limited number of
new expirations, as the original expirations expire. Options trading on each
issue of bonds or notes will thus be phased out as new options are listed on
more recent issues, and a full range of expirations will not ordinarily be
available on the exchange for every issue on which options are traded.

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(ii) On Treasury Bills. Because the deliverable Treasury bill
changes from week to week, writers of Treasury bill calls cannot provide in
advance for their potential exercise settlement obligations by acquiring and
holding the underlying security. However, if the Series holds a long position in
Treasury bills with a principal amount corresponding to the contract size of the
option, it may be hedged from a risk standpoint. In addition, the Series will
maintain Treasury bills, maturing no later than those which would be deliverable
in the event of exercise of a call option it has written, in a segregated
account with its custodian so that it will be treated as being covered for
margin purposes.
(iii) On GNMA Certificates. Options on GNMA certificates are not
currently traded on any national securities exchange, although the Securities
and Exchange Commission (the "Commission" ) has approved such options for
trading on the Chicago Board Options Exchange. Since the remaining principal
balance of GNMA certificates declines each month as mortgage payments are made,
the Series as a writer of a GNMA call may find that the GNMA certificates it
holds no longer have a sufficient remaining principal balance to satisfy its
delivery obligation in the event of exercise of the call option it has written.
Should this occur, additional GNMA certificates from the same pool (if
obtainable), or replacement GNMA certificates, will have to be purchased in the
cash market to meet delivery obligations. The Series will either replace GNMA
certificates representing cover for call options it has written, or maintain in
a segregated account with its custodian cash or U.S. Government securities or
other appropriate high grade debt obligations having an aggregate value equal to
the market value of the GNMA certificates underlying the call options it has
written.
The hours of trading for options on U.S. Government securities may not
conform to the hours during which the underlying securities are traded. To the
extent that the options markets close before the markets for the underlying
securities, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the options markets.
Options are traded on exchanges on only a limited number of U.S. Government
securities and exchange regulations limit the maximum number of options which
may be written or purchased by a single investor or a group of investors acting
in concert. The Trust and other clients advised by the Manager may be deemed to
constitute a group for these purposes. In light of these limits, the Trust's
Board of Trustees (the "Board of Trustees" or the "Board" ) may determine at any
time to restrict or terminate the public offering of the Series' shares
(including through exchanges from the other Series).
Exchange markets in options on U.S. Government securities are a relatively
new and untested concept and it is impossible to predict the amount of trading
interest that may exist in such options. There can be no assurance that viable
exchange markets will develop or continue.

FUTURES CONTRACTS ON GOVERNMENT SECURITIES
Currently futures contracts can be purchased and sold with respect to U.S.
Treasury bonds, U.S. Treasury notes and GNMA certificates on the Chicago Board
of Trade, and with respect to U.S. Treasury bills on the International Monetary
Market at the Chicago Mercantile Exchange.

OPTIONS ON FUTURES CONTRACTS
Currently, options can be purchased or sold with respect to futures
contracts on U.S. Treasury bonds on the Chicago Board of Trade.
The Series is required to deposit initial margin and maintenance margin
with respect to put and call options on futures contracts written by it pursuant
to brokers' requirements similar to those applicable to interest rate futures
contracts described above, and, in addition, net option premiums are included as
initial margin deposits. As with options on debt securities, the writer of an
option on a futures contract may terminate his position by selling or purchasing
an option of the same series. The ability to establish and close out positions
on such options is subject to the existence of a liquid secondary market. The
Series will not purchase options on futures contracts on any exchange unless and
until, in the Manager's opinion, the market for such options is sufficiently
liquid that the risks in connection with options on futures contracts are not
greater than the risks in connection with futures contracts.
Compared to the purchase or sale of futures contracts, the purchase of
options on futures contracts involves less potential risk to the Series because
the maximum amount at risk is the premium paid for the options (plus transaction
costs). However, there may be circumstances when the use of an option on a
futures contract would result in a loss to the Series when the use of a futures
contract would not, such as when there is no movement in the prices of debt
securities. Writing an option on a futures contract involves risks similar to
those arising in the sale of futures contracts, as described above.
In purchasing and selling futures contracts and in purchasing options on
futures contracts, the Series will comply with rules and interpretations of the
Commodity Futures Trading Commission ( "CFTC" ) under which it is exempted from
regulation as a commodity pool operator. The CFTC regulations which exempt the
Series from regulation as a commodity pool operator require, among other things,
(i) that futures and related options be used solely for bona fide hedging
purposes, as defined in CFTC regulations or, alternatively, with respect to each
long futures or options position, the Series will ensure that the underlying
commodity value of such contract does not exceed the sum of segregated cash or
money market instruments, margin deposits on such contracts, cash proceeds from
investments due in 30 days and accrued profits on such contracts held by the
commodity broker,

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and (ii) that the Series not enter into futures and related options for which
the aggregate initial margin and premiums exceed 5% of the fair market value of
the Series' total assets. There is no other limitation on the percentage of the
Series' assets that may be invested in futures and related options. The Internal
Revenue Code's requirements for qualification as a regulated investment company
may limit the extent to which the Series can engage in futures transactions.

ZWEIG GOVERNMENT CASH FUND
Zweig Government Cash Fund may invest in U.S. Treasury issues, such as
bills, certificates of indebtedness, notes and bonds, and issues of U.S.
Government agencies and instrumentalities which are established under the
authority of an act of Congress, such as the Bank for Cooperatives,
Export-Import Bank of the U.S., Farmers Home Administration, Federal Financing
Bank, Federal Home Loan Banks, Federal Home Loan Mortgage Corp., Federal Housing
Administration, Federal Intermediate Credit Banks, Federal Land Banks, Federal
National Mortgage Association, Government National Mortgage Association (GNMA),
Resolution Funding Corp., Student Loan Marketing Association, Tennessee Valley
Authority and the U.S. Postal Service . Some of these securities, such as
Federal Housing Administration debenture obligations, are supported by the full
faith and credit of the U.S. Treasury; others, such as obligations of Federal
Home Loan Banks, are supported by the right of the issuer to borrow from the
U.S. Treasury; others, such as those of the Federal National Mortgage
Association, are supported by the discretionary authority of the U.S. Government
to purchase the agency's obligations; and still others, such as those of the
Student Loan Marketing Association, are supported only by the credit of the
instrumentality. The Series will not invest in obligations of the International
Bank for Reconstruction and Development (the World Bank), the Asian Development
Bank, or the Inter-American Development Bank, or in FHA or VA pooled mortgages.

INVESTMENT RESTRICTIONS (APPLICABLE TO ALL SERIES EXCEPT ZWEIG GOVERNMENT CASH
FUND)

The investment restrictions set forth below are fundamental policies of
each Series (other than Zweig Government Cash Fund, the investment restrictions
of which are set forth separately below), which cannot be changed with respect
to a Series without the approval of the holders of a majority of the outstanding
voting securities of that Series as defined in the Investment Company Act of
1940, as amended (the "1940 Act" ) as the lesser of: (1) 67% or more of a
Series' voting securities present at a meeting of shareholders, if the holders
of more than 50% of a Series' outstanding voting securities are present in
person or by proxy, or (2) more than 50% of a Series' outstanding voting
securities. However, these policies may be modified by the Trustees, in their
discretion, without shareholder approval, to the extent necessary to facilitate
the implementation of a master-feeder structure for any or all of the Series
(I.E., a structure under which a particular Series acts as a feeder and invests
all of its assets in a single pooled master fund with substantially the same
investment objectives and policies). Unless otherwise indicated, all percentage
limitations apply to each Series on an individual basis, and apply only at the
time an investment is made; a later increase or decrease in percentage resulting
from changes in values or net assets will not be deemed to be an investment that
is contrary to these restrictions. Pursuant to such restrictions and policies,
except as stated above with respect to a master-feeder structure, no Series may:
1. Purchase the securities of issuers conducting their principal business
activities in the same industry if immediately after such purchase the value of
its investments in such industry would be 25% or more of the value of the total
assets of the Series (there is no such limitation with respect to obligations of
the U.S. Government, its agencies and instrumentalities);
2. With respect to 75% of a Series's assets, purchase the securities of
any one issuer, if immediately after such purchase (i) more than 5% of the value
of the total assets of any Series would be invested in such issuer or (ii) the
Series would own more than 10% of the outstanding voting securities of such
issuer (such limitations do not apply to securities issued by the U.S.
Government, its agencies or instrumentalities);
3. Invest in real estate or real estate mortgage loans, interests in oil,
gas and/or mineral exploration or development programs, provided that this
limitation shall not prohibit the purchase of securities issued by companies
that invest in real estate or interests therein, including real estate
investment trusts;
4. Make loans, except that this restriction shall not prohibit the
purchase and holding of a portion of an issue of publicly distributed debt
securities, the lending of portfolio securities (if the aggregate value of the
loaned securities does not at any time exceed one-third of the total assets of
the Series), or the entry into repurchase agreements;
5. Issue "senior securities," except as permitted under the Investment
Company Act of 1940;
6. Act as an underwriter, except that a Series may technically be deemed
an underwriter under the Securities Act of 1933, as amended (the "1933 Act" ),
in a registration under such Act necessary to resell certain restricted
securities;
7. Invest in commodities or commodity contracts, except as described in
the Prospectus or purchase or sell physical commodities unless acquired as a
result of ownership of securities, provided that this limitation shall not
prevent a Series from purchasing and selling options and futures contracts; and

9
<PAGE>

8. Zweig Strategy Fund, Zweig Appreciation Fund, Zweig Growth & Income
Fund, and Zweig Government Fund may not borrow amounts in excess of 20% of its
total assets taken at cost or at market value, whichever is lower, and then only
from banks as a temporary measure for extraordinary or emergency purposes. If
such borrowings exceed 5% of the Series' total assets, the Series will make no
further investments until such borrowing is repaid. Each such Series may pledge
up to 10% of its total assets as security for such borrowing. For purposes of
these restrictions, the deposit of initial or maintenance margin in connection
with futures contracts will not be deemed to be a pledge of such Series' assets.
Zweig Managed Assets may not borrow money, unless from a bank, for temporary or
emergency purposes (not for leveraging or investment) in an amount not exceeding
1/3 of the value of the total assets of Zweig Managed Assets less liabilities
(other than borrowings). Any borrowings that come to exceed 1/3 of the value of
Zweig Managed Assets' total assets by reason of a decline in net assets will be
reduced within three days to the extent necessary to comply with the 1/3
limitations.

NON-FUNDAMENTAL RESTRICTIONS
The investment restrictions set forth below are other investment policies
of each Series (except Zweig Cash Fund) that are non-fundamental that can be
changed by the Board of Trustees without a shareholder vote. Pursuant to such
restrictions and policies, no Series may:
9. Borrow money, except from banks for temporary purposes in an amount up
to 5% of the value of the Series' total assets. A Series will borrow money only
to accommodate requests for the redemption of shares to effect an orderly
liquidation of portfolio securities or to clear securities transactions and not
for leveraging purposes.
10. Purchase securities of any other investment company, except (i) by
purchase in the open market involving only customary brokers' commissions, (ii)
in connection with a merger, consolidation, reorganization or acquisition of
assets, or (iii) as otherwise permitted by applicable law;
11. Participate on a joint or a joint and several basis in any trading
account in securities. (The bunching of orders for two or more accounts managed
by the Manager or its affiliates shall not be considered participation in a
joint securities trading account);
12. Purchase securities on margin, except for such short-term credits as
are necessary for the clearance of transactions and initial and variation margin
payments in connection with transactions in futures contracts and options
contracts;
13. Sell securities short, except as described in the Prospectus. (Short
sales may be made in a margin account).

14. Purchase securities which are not readily marketable (such as certain
securities which are subject to legal or contractual restrictions on resale) or
securities which are otherwise illiquid (including non-marketable securities and
repurchase agreements having more than seven days remaining to maturity) if, as
a result, more than 15% of the Series' net assets would consist of such
securities;

INVESTMENT RESTRICTIONS APPLICABLE TO ZWEIG GOVERNMENT CASH FUND
Zweig Government Cash Fund has adopted certain restrictions and fundamental
policies which cannot be changed without a vote of a majority of its outstanding
voting securities. However, these policies may be modified by the Trustees
without shareholder approval to the extent necessary to facilitate the
implementation of a master-feeder structure for Zweig Government Cash Fund.
Except as stated above with respect to a master-feeder structure, Zweig
Government Cash Fund may not:
o Purchase common stocks, preferred stocks, warrants, other equity
securities, state bonds, municipal bonds, industrial revenue bonds or corporate
bonds or debentures;
o Borrow money, except from banks for temporary purposes in an amount up to
10% of the value of its total assets. Zweig Government Cash Fund may only pledge
its assets in an amount up to 10% of the value of its total assets, and then
only to secure such borrowings. Zweig Government Cash Fund will borrow money
only to accommodate requests to redeem shares to effect an orderly liquidation
of portfolio securities or to clear securities transactions and not for
leveraging purposes; accordingly, it is anticipated that any such borrowing will
be repaid before additional investments are made. Zweig Government Cash Fund
currently does not intend to borrow money to an extent exceeding 5% of its total
assets. Zweig Government Cash Fund may not issue any securities which would be
deemed to be senior securities in contravention of the 1940 Act;

o With respect to 75% of the value of it's total assets, invest more than 5%
of the value of its total assets in the securities of any one issuer, except
securities issued or guaranteed as to the payment of principal and interest by
the U.S. Government, its agencies or instrumentalities;
o Sell securities short;
o Write or purchase put or call options;
o Underwrite the securities of other issuers;
o Purchase or sell real estate, real estate investment trust securities,
commodities or oil and gas interests;

o Make loans to others, except that engaging in permissible activities
specified in the Prospectus under the heading "How We Select Stocks and Manage
Interest Rate Risk" and in this Statement of Additional

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<PAGE>

Information under the headings "Investment Objectives and Policies" and
"Investment Restrictions" shall not be viewed as loans for this purpose;

o Invest more than an aggregate of 10% of it's net assets (taken at current
value) in repurchase agreements maturing in more than seven days and other
illiquid investments (such as non-negotiable certificates of deposit,
non-negotiable time deposits or other non-marketable securities);
o Invest in companies for the purpose of exercising control; or
o Invest in securities of other investment companies, except as they may be
acquired as part of a merger, consolidation or acquisition of assets.

The foregoing percentage restrictions apply at the time an investment is
made; a later increase or decrease in percentage may result from changes in
values or Zweig Government Cash Fund's net assets but will not be deemed to
result in an investment which is contrary to these restrictions.

PURCHASE AND REDEMPTION OF SHARES
Reference is made to the materials in the Prospectus under the headings
"Choosing Among Classes When Purchasing Shares", "How to Invest in the Zweig
Mutual Funds" and "How to Redeem Your Shares", which describe the methods of
purchase and redemption of Trust shares.
If you invest through an investment dealer or agent, that firm may have
its own service features, transaction charges and fees. This SAI and the
accompanying prospectus should be read in conjunction with such firms' material
regarding their fees and services. If you wish us to refer you to an investment
professional, call us at 1-800-272-2700. Investment professionals receive
compensation for providing investment advice, and such compensation differs for
selling shares of different classes of the Zweig Mutual Funds. Not all dealers
sell all classes of shares of the Zweig Mutual Funds.
No stock certificates will be issued unless specifically requested in
writing by an investor. Instead, an account will be established for each
investor and all shares purchased or received, including those obtained through
reinvestment of distributions, will be registered on the books of the Trust and
credited to such account.

If the Board of Trustees should determine that it is advisable in the
interest of the remaining shareholders of a Series or Class to make payment
wholly or partly in kind, the Series may pay redemption proceeds in whole or in
part by a distribution in kind of securities from the portfolio of a Series, in
lieu of cash, in conformity with the applicable rules of the Commission. If
shares are redeemed in kind, the redeeming shareholder might incur brokerage
costs in converting the assets into cash. Where the Trust makes a redemption in
kind, such redemption will be made in readily marketable securities whose value
is easily ascertainable. The method of valuing portfolio securities for this
purpose is as described under Net Asset Value and Taxes. The Trust has, however,
elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which it is
obligated to redeem shares solely in cash up to the lesser of $250,000 or 1% of
its net assets during any 90-day period for any one shareholder.

REINSTATEMENT PRIVILEGE
Reinvestment of redemption proceeds under the reinstatement privilege
described in the prospectus will be made at the net asset value next determined
after receipt of the reinstatement order.
If the shareholder has realized a gain on the redemption, the transaction
is taxable and reinvestment will not alter any capital gains tax payable. If
there has been a loss on the redemption, some or all of the loss may not be
allowed as a tax deduction depending on the amount reinvested.
For purposes of determining the amount of CDSC payable on any subsequent
redemptions, the purchase payment made through exercise of the reinvestment
privilege will be deemed to have been made at the time of the initial purchase
(rather than at the time the reinvestment was effected).

EXCHANGE PRIVILEGE
Participating securities dealers who have signed a Selling Agreement with
the Distributor may exchange their clients' shares by telephone.
The minimum value of any class of shares that may be exchanged into a
Series in which shares are not already held is $1,000 and no exchange out of a
Series (other than by a complete exchange of all the shares of that Series) may
be made if it would reduce the shareholder's interest in that Series to less
than $1,000.
The Trust reserves the right at any time to modify or terminate the
exchange privilege with respect to one or more Series or classes of shares, if
the Board of Trustees determines that continuing the privilege may be
detrimental to shareholders.

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<PAGE>

INVOLUNTARY REDEMPTIONS
As with voluntary redemptions, an involuntary redemption may result in the
payment of a tax by the shareholder. (See "Distributions and Taxes" in the
Prospectus.)

RETIREMENT PLANS
Shares may be purchased in connection with all types of tax-deferred
retirement plans. Shares of one or more Series may be purchased in a single
application establishing a single plan account.
The minimum initial investment in connection with tax-deferred retirement
plans is $250 and the minimum may be waived on payments made directly to the
Transfer Agent. There is no minimum for additional purchase payments for
tax-deferred retirement plans.

Class A shares of a Series are made available to Merrill Lynch Daily K
Plan (the "Plan") participants at NAV without an initial sales charge if:

(i) the Plan is recordkept on a daily valuation basis by Merrill Lynch
and, on the date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service
Agreement, the Plan has $3 million or more in assets invested in broker/
dealer funds not advised or managed by Merrill Lynch Asset Management L.P.
("MLAM") that are made available pursuant to a Service Agreement between
Merrill Lynch and the fund's principal underwriter or distributor and in
funds advised or managed by MLAM (collectively, the "Applicable Investments");

(ii) the Plan is recordkept on a daily valuation basis by an independent
recordkeeper whose services are provided through a contract or alliance
arrangement with Merrill Lynch, and on the date the Plan Sponsor signs the
Merrill Lynch Recordkeeping Service Agreement, the Plan has $3 million or more
in assets, excluding money market funds, invested in Applicable Investments,
or

(iii) the Plan has 500 or more eligible employees, as determined by
Merrill Lynch plan conversion manager, on the date the Plan Sponsor signs
the Merrill Lynch Recordkeeping Service Agreement.

Alternatively, Class B shares of a Series are made available to Plan
participants at NAV without a CDSC if the Plan conforms with the requirements
for eligibility set forth in (i) through (iii) above but either does not
meet the $3 million asset threshold or does not have 500 or more eligible
employees.

Plans recordkept on a daily basis by Merrill Lynch or an independent
recordkeeper under a contract with Merrill Lynch that are currently investing
in Class B shares of a Series convert to Class A shares once the Plan has
reached $5 million invested in Applicable Investments, or after the normal
holding period of seven years from the initial date of purchase.

NET ASSET VALUE AND TAXES

FOR ALL SERIES EXCEPT ZWEIG GOVERNMENT CASH FUND, the net asset value per
share of each class of shares is determined as of the close of regular trading
on the NYSE, on each day that the NYSE is open. The NYSE is closed on the
following holidays (or the weekdays on which these holidays are celebrated when
they fall on a weekend): New Year's Day, Martin Luther King, Jr. Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas.

Shares are entitled to dividends as declared by the Board and, on
liquidation of a Series, are entitled to receive their share of the net assets
of the Series. Shareholders have no preemptive rights. The Trust's fiscal year
ends on December 31.

We subtract the non-class specific liabilities of a Series from the
Series's assets to determine its total net assets. We then determine each
class's proportionate interest in the Series's net assets. The liabilities
attributable to that class, including its distribution fees, are then deducted
and the resulting amount is divided by the number of shares of that class
outstanding to produce its net asset value per share.
Stocks, futures and options are valued at the closing prices reported on
recognized securities exchanges or if no sale was reported, and for unlisted
securities, at the mean between the last-reported bid and asked prices. Bonds
and other fixed-income securities are valued at prices obtained from an
established bond-pricing service when such prices are available. Forward foreign
currency contracts are valued using forward currency exchange rates supplied by
a quotation service. Securities for which market quotations are not readily
available are valued at fair value as determined in good faith by or under the
direction of the Board of Trustees. Short-term obligations

<PAGE>

having a remaining maturity of 60 days or less are valued at amortized cost
(which approximates market value). Zweig Government Cash Fund values all
short-term investments using the amortized cost method pursuant to Rule 2a-7
under the Investment Company Act of 1940.
ZWEIG GOVERNMENT CASH FUND. The Board of Trustees of the Trust (the Board
or Board of Trustees ) has determined that it is in the best interests of Zweig
Government Cash Fund and its shareholders to seek to maintain a stable net asset
value per share, and that the appropriate method for valuing portfolio
securities is the amortized cost method, provided that such method continues to
fairly reflect the market-based net asset value per share. The Board shall
continuously review this method of valuation and make changes that may be
necessary to assure that Zweig Government Cash Fund's instruments are valued at
their fair value as determined by the Board in good faith.
The Board has determined that Zweig Government Cash Fund will comply with
the conditions of Rule 2a-7 under the Act regarding the amortized cost method of
valuing portfolio securities. Under Rule 2a-7, the Board is obligated, as a
particular responsibility within the overall duty of care owed to the Series'
shareholders, to establish procedures reasonably designed, taking into account
current market conditions and the Series' investment objectives, to stabilize
the net asset value per share of the Series for purposes of distribution and
redemption, at $1.00 per share. These procedures include periodically
monitoring, as the Board deems appropriate, at such intervals as are reasonable
in light of current market conditions, the relationship between the net asset
value per share based upon the amortized cost method of valuation and the net
asset value per share based upon available indications of market value. The
Board will consider what steps should be taken, if any, in the event of a
difference of more than 1/2 of 1% between the amortized cost value and the
market value per share. The Board will take such steps as it considers
appropriate (e.g., redemption in kind, selling portfolio instruments prior to
maturity to realize capital gains or losses, shortening the average portfolio
maturity, withholding dividends, or utilizing a net asset value per share
determined by using market quotations) to minimize any material dilution or
other unfair results that might arise from differences between the net asset
value per share based upon the amortized cost method of valuation and the net
asset value per share based upon market value.

Rule 2a-7 requires that a dollar-weighted average portfolio maturity of not
more than 90 days, appropriate to the objective of maintaining a stable net
asset value of $1.00 per share, be maintained, and precludes the purchase of any
instrument with a remaining time to maturity of more than 397 calendar days.
However, the underlying securities used as collateral for repurchase agreements
are not subject to these restrictions, because a repurchase agreement is deemed
to have a maturity equal to the period remaining until the date on which the
repurchase of the underlying securities is deemed to occur. Should the
disposition of a portfolio security result in a dollar-weighted average
portfolio maturity of more than 90 days, Zweig Government Cash Fund will invest
its available cash in a manner that will reduce such average maturity to 90 days
or less as soon as reasonably practicable. Rule 2a-7 also requires Zweig
Government Cash Fund to limit its investments to instruments that the Board
determines present minimal credit risks and that have been given one of the two
highest rating categories by nationally recognized statistical rating
organizations, or, in the case of instruments that are not so rated, are of
comparable quality as determined under procedures established by the Board.
It is the normal practice of Zweig Government Cash Fund to hold portfolio
securities to maturity and realize their par values, unless a prior sale or
other disposition thereof is mandated by redemption requirements or other
extraordinary circumstances. A debt security held to maturity is redeemable by
its issuer at its principal amount plus accrued interest. Under the amortized
cost method of valuation traditionally employed by institutions for valuation of
money market instruments, neither the amount of daily income nor the net asset
value is affected by any unrealized appreciation or depreciation of the
portfolio. In periods of declining interest rates, the indicated daily yield on
shares of Zweig Government Cash Fund (computed by dividing the annualized daily
income on the Series' portfolio by the net asset value computed as above) may
tend to be higher than a similar computation made by utilizing a method of
valuation based upon market prices and estimates. Zweig Government Cash Fund
may, to a limited extent, engage in short-term trading to attempt to take
advantage of short-term market variations, or may dispose of a portfolio
security prior to its maturity if the Manager believes such disposition
advisable, or necessary to generate cash to satisfy redemptions. In such cases,
Zweig Government Cash Fund may realize a gain or loss.

TAX STATUS
Each Series of the Trust will be treated as a separate corporation for
purposes of the Internal Revenue Code of 1986, as amended (the Code ) (except
for purposes of the definitional requirements for regulated investment companies
under Code Section 851(a)). By paying dividends representing its investment
company taxable income within the time periods specified in the Code and by
meeting certain other requirements, each Series intends to qualify as a
regulated investment company under the Code. Since each Series will distribute
annually its investment company taxable income, net capital gains, and capital
gain net income, it will not be subject to income or excise taxes otherwise
applicable to undistributed income of a regulated investment company. If a
Series were to fail to distribute all its income and gains, it would be subject
to income tax and, in certain circumstances, a 4% excise tax.

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TAXATION OF SHAREHOLDERS
Dividends from net investment income and distributions from short-term
capital gains are taxable to shareholders as ordinary income. Distributions from
net capital gains that are properly designated as capital gains dividends are
taxable to shareholders as long-term capital gains regardless of the length of
time the shares in respect of which such distributions are received have been
held.

Dividends from Zweig Government Cash Fund and the Zweig Government Fund are
not expected to qualify for the 70% dividends received deduction available to
corporate shareholders. Zweig Government Cash Fund's dividends include all
accrued interest, earned discounts and realized gains and losses, less amortized
premiums and accrued expenses. Distributions by other Series out of their
dividend income from domestic corporations may qualify in whole or in part for
the deduction if the distributing Series does not sell the stock in respect of
which it received such dividends before satisfying a 46-day holding period
requirement (91 days for certain preferred stock), and the shareholder holds his
Trust shares in the distributing Series for at least 46 days. For this purpose,
the distributing Series holding period in such stock may be reduced for periods
during which the Series reduces its risk of loss from holding the stock (e.g.,
by entering into option contracts).

Investors who purchase shares shortly before the record date for a
distribution will pay a share price that includes the value of the anticipated
distribution and will be taxed on the distribution when it is received even
though with respect to them the distribution represents in effect a return of a
portion of their purchase price. Any loss realized on a sale or exchange of
shares will be disallowed if the shares disposed of are replaced within a period
of 61 days beginning 30 days before the shares are sold or exchanged. If
disallowed, the loss will be reflected in an adjustment to the basis of the
shares acquired.

Individuals and certain other non-exempt payees will be subject to a 31%
backup Federal withholding tax on dividends and other distributions from the
Series, as well as on the proceeds of redemptions of Series other than Zweig
Government Cash Fund, if the affected Series is not provided with the
shareholder's correct taxpayer identification number and certification that the
shareholder is not subject to such backup withholding, or if the Internal
Revenue Service notifies such Series that the shareholder has failed to report
proper interest or dividends. For most individuals, the taxpayer identification
number is the taxpayer's social security number.

TAX TREATMENT OF CERTAIN TRANSACTIONS
In general, and as explained more fully below, if the Trust enters into
combinations of investment positions by virtue of which its risk of loss from
holding an investment position is reduced on account of one (or more) other
positions (i) losses realized on one position may be deferred to the extent of
any unrecognized gain on another position and (ii) long-term capital gains or
short-term capital losses may be recharacterized, respectively, as short-term
gains and long-term losses. Investments in foreign currency denominated
instruments or securities may generate, in whole or in part, ordinary income or
loss. The Federal income tax treatment of gains and losses realized from
transactions involving options on stock or securities entered into by a Series
will be as follows: Gain or loss from a closing transaction with respect to
options written by a Series, or gain from the lapse of any such option, will be
treated as short-term capital gain or loss. Gain or loss from the sale of put
and call options that a Series purchases, and loss attributable to the lapse of
such options, will be treated as capital gain or loss. The capital gain or loss
will be long- or short-term depending on whether or not the affected option has
been held for more than one year. For this purpose, an unexercised option will
be deemed to have been sold on the date it expired. It should be noted, however,
that if a put is acquired at a time when the underlying stock or security has
been held for not more than one year, or if shares of the underlying stock or
security are acquired while such put is held, any gain on the subsequent
exercise, sale or expiration of the put will generally be short-term gain.
Any regulated futures contract or listed non-equity option held by a Series
at the close of its taxable year will be treated as sold for its fair market
value on the last business day of such taxable year. Sixty percent of any gain
or loss with respect to such deemed sales, as well as the gain or loss from the
termination during the taxable year of the Series' obligation (or rights) with
respect to such contracts by offsetting, by taking or making delivery, by
exercise or being exercised, by assignment or being assigned, by lapse, or
otherwise, will be treated as long-term capital gain or loss and the remaining
forty percent will be treated as short term capital gain or loss. A Series may
make certain elections that modify the above tax treatment with respect to
regulated futures contracts or listed non-equity options that are part of a
mixed straddle, as defined by the Code.
The Trust may invest in certain investments that may cause it to realize
income prior to the receipt of cash distributions, including securities bearing
original issue discount. The level of such investments is not expected to affect
a Series' ability to distribute adequate income to qualify as a regulated
investment company.
Treasury Regulations pursuant to Section 1092 provide for the coordination
of the wash sale rules and the short sale rules with the straddle rules.
Generally, the wash sale rules prevent the recognition of loss where a position
is sold at a loss and a substantially identical position is acquired within a
prescribed period. The short sale rules generally prevent the use of short sales
to convert short-term capital gain to long-term capital gain and long-term
capital loss to short-term capital loss.
In addition to the Federal income tax consequences described above relating
to an investment in the Trust, there may be other Federal, state, local or
foreign tax considerations that depend upon the circumstances of each

14
<PAGE>

particular investor. Prospective shareholders are therefore urged to consult
their tax advisers with respect to the effects of this investment on their
specific situations.

TRUSTEES AND OFFICERS OF THE TRUST
The trustees and officers of the Trust and their business affiliations for
the past five years are as follows:

<TABLE>
<CAPTION>
<S> <C> <C>
Name, Address and Age Position With the Trust Principal Occupation During Past 5 Years
-------------------- ----------------------- ----------------------------------------

CLAIRE B. BENENSON Trustee Consultant on Financial Conferences The New School for Social
870 U.N. Plaza Research, Director of The Burnham Fund Inc. and Trustee of the
New York, NY 10017 (79) Euclid Mutual Funds. Former Director of Financial Conferences and
Chairman, Department of Business and Financial Affairs, The New
School for Social Research, President of the Money Marketeers of New
York University, Trustee of Simms Global Fund and Director of Zweig
Cash Fund Inc.

JAMES BALOG Trustee Retired; Director and Member of the Audit, Investment, Stock
2205 N. Southwinds Blvd. Option and Compensation Committees of Transatlantic Holdings,
Vero Beach, FL 32963 (69) Inc.(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 Advisors, L.P. and Chairman of
Lambert Brussels Capital Corporation (investments).

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

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

DONALD B. ROMANS Trustee President of Romans & Company (private investors and financial
233 East Wacker Dr. consultants); Director of the Burnham Fund Inc. and Trustee of
Chicago, IL 60601 the Euclid Mutual Funds. Former Consultant to and Executive Vice
(67) President and Chief Financial Officer of Bally Manufacturing
Corporation, and Director of Zweig Cash Fund Inc.

MARTIN E. ZWEIG President Chairman of the Manager; Chairman of the Board and President of
900 Third Avenue The Zweig Total Return Fund, Inc. and The Zweig Fund, Inc.;
New York, NY 10022 President and Director of Zweig Total Return Advisors, Inc., Zweig
(55) Advisors Inc., Zweig-DiMenna International Managers, Inc., and
Zweig Securities Advisory Service, Inc.; Consultant to (former
Co-Chairman of Research of) Avatar Investors Associates Corp.;
Managing Director of the Managing General Partner of Zweig-DiMenna
Partners, L.P. and Zweig-DiMenna Special Opportunities, L.P.;
President and Director of Gotham Advisors, Inc.and Euclid Advisors,
Inc.; Member of the Undergraduate Executive Board of the Wharton
School, University of Pennsylvania. Former President of Zweig Cash
Fund Inc.and General Partner of Zweig Katzen Investors, L.P.

DAVID KATZEN Senior Vice President Senior Vice President of the Manager and Executive Vice
900 Third Avenue President of Euclid Advisors LLC; Vice President of Zweig Advisors Inc.
New York, NY 10022 and Executive Vice President and Trustee of the Euclid Mutual
(40) Funds. Former Director of Quantitative Research at Avatar Investors
Associates Corp.; Director of Equity Research for Zweig Total Return
Advisors, Inc.; Research Director of Zweig Advisors Inc. and Vice
President of the Zweig Fund, Inc. and ZZK Management, Inc.

BARRY MANDINACH First Vice President Executive Vice President of the Distributor, Senior Vice President
900 Third Avenue of the Manager and Euclid Advisors LLC and First Vice President of
New York, NY 10022 the Euclid Mutual Funds.
(42)

CARLTON NEEL First Vice President First Vice President of the Manager. Former Vice President of
900 Third Avenue J.P. Morgan & Co., Inc.
New York, NY 10022
(30)

ALFRED J. RATCLIFFE First Vice President, First Vice President of the Manager and Euclid Advisors LLC and
900 Third Avenue Treasurer, Principal First Vice President, Treasurer, Principal Accounting Officer and
New York, NY 10022 Accounting Officer Assistant Secretary of the Euclid Mutual Funds. Former Vice
(50) and Assistant Secretary President of The Bank of New York.

CHARLES I. LEONE First Vice President First Vice President and Chief Financial Officer of the Manager and
900 Third Avenue and Assistant Secretary Euclid Advisors LLC, First Vice President, Chief Financial Officer
New York, NY 10022 and Assistant Secretary of the Distributor and First Vice President
(36) and Assistant Secretary of the Euclid Mutual Funds Former
Assistant Treasurer of Zweig Cash Fund Inc.
ANNEMARIE GILLY Vice President First Vice President of the Manager, the Distributor and Euclid
900 Third Avenue Advisors LLC and First Vice President of the Euclid Mutual Funds.
New York, NY 10022 Former Vice President of Concord Financial Group
(46)

16
<PAGE>

JEFFREY LAZAR Vice President Vice President and Treasurer of The Zweig Fund, Inc. and The Zweig
900 Third Avenue Total Return Fund, Inc.; Vice President, Treasurer and Secretary of
New York, NY 10022 Zweig Advisors Inc. and Zweig Total Return Advisors, Inc.
(38)
BETH ABRAHAM Assistant Vice Assistant Vice President of the Manager and the Euclid Mutual
900 Third Avenue President Funds. Former self-employed consultant to the mutual fund industry.
New York, NY 10022
(42)

TOM DISBROW Assistant Vice Vice President of the Manager and Euclid Advisors LLC and Assistant
900 Third Avenue President and Vice President and Assistant Treasurer of the Euclid Mutual Funds.
New York, NY 10022 Assistant Treasurer
(32)

RHONDA LEE BERZNER Assistant Vice Senior Research Analyst for the Manager and Euclid Advisors LLC
900 Third Avenue President and Assistant Vice President of the Euclid Mutual Funds.
New York, NY 10022
(33)

MARC BALTUCH Secretary First Vice President of the Manager and Euclid Advisors LLC;; First
900 Third Avenue Vice President, Director, Chief Compliance Officer and Secretary of
New York, NY 10022 the Distributor.; Director and Vice President of Watermark
(52) Securities, Inc.; Assistant Secretary of Gotham Advisors, Inc.,
Zweig Total Return Advisors, Inc. and Zweig Advisors Inc. and
Secretary of the Euclid Mutual Funds. Former Secretary of Zweig
Cash Fund Inc.
</TABLE>

*DESIGNATES A TRUSTEE WHO IS AN INTERESTED PERSON OF THE TRUST WITHIN THE
MEANING OF THE 1940 ACT.

Set forth below is a table showing the compensation of the Board of
Trustees:

<TABLE>
<CAPTION>
Aggregate Compensation from Total Compensation from the
Name of Person, Position the Trust Trust paid to the Trustees
- ------------------------ --------- ---------------------------
<S> <C> <C>
James Balog, Trustee $12,000 $12,000
Claire B. Benenson, Trustee 17,250 17,250
S. Leland Dill, Trustee 17,250 17,250
Eugene J. Glaser, Chairman, Chief 0 0
Executive Officer and Trustee
Donald B. Romans, Trustee 17,250 17,250
</TABLE>

17
<PAGE>

April 27, 1998, except for Dr. Zweig, Eugene J. Glaser and David Katzen, the
trustees and officers of the Trust, as a group, owned less than 1% of any Class
of any Series of the Trust.

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

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of April 23, 1998, to the Trust's knowledge, except for Banque
Carnegie Luxembourg (5 Place de la Gare, P.O. Box 1141, Luxembourg L-1011) who
owns 51.77% of Zweig Government Cash Fund Class A Shares; Hafeezah C. Wesley,
(330 Commerce St., Nashville, TN 37201) who owns 6.76%, Margaret Trocchio (171
Boathouse Lane West, Bayshore, NY 11706) who owns 10.89%, Sally Orobello (567
Vauxhall St., Waterford, CT 06385) who owns 14.06%, Martin Giller (7518 Cornith
Drive, Alexandria, VA 22306) who owns 12.64% and Sally Ann Stepath (2773
Garrison, Evanston, IL 60201) who owns 8.43% of Zweig Government Cash Fund Class
B Shares; Stanley B. Coleby and Sharon A. Coleby (2432 Briar Creek Circle, Salt
Lake City, UT 84117) who own 9.37%, William Littler (49 Ketewomoke Drive,
Huntington, NY 11743) who owns 10.53% and Gerald Smith (P.O. Box 449, Graham, TX
76450) who owns 6.78% of Zweig Government Cash Fund Class C Shares; Dr. Martin
E. Zweig (900 Third Ave., New York, NY 10022) and members of his immediate
family who own 10.98% and Western Asset and Eastern Friars Nominees Ltd. (c.o
Special Processing, One Wall St., New York, NY 10005) who own 17.38% and
13.26%, respectively, of Zweig Government Cash Fund Class M Shares;
James Godchaux (505 Old Settlement Road, Lafayette, LA 70508) who owns
10.38%, Eugene J. Glaser (784 Park Ave., New York, NY 10021) who owns
6.34% and Michael Rains (1326 Canterbury Drive, Abilene, TX 79602) who
owns 5.07% of Zweig Foreign Equity Fund Class A Shares; United
Automobile Insurance Co. (20803 Biscayne Blvd., Aventura, FL 33180) who
owns 7.47% of Zweig Foreign Equity Fund Class C Shares; William C. Welch
(125 Tall Grass Road, New Lenox, IL 60451) who owns 9.20%, Wiley Schatz
(P.O. Box 3284, Palerm, AK 99645) who owns 6.45% and Gabriel Frayne
(2055 Quaker Ridge Road, Croton on Hudson, NY 10520) who owns 8.64% of
Zweig Government Fund Class B Shares; and Manhattan Brass & Copper (P.O.
Box 145, Maspeth, NY 11378) who owns 5.06% and Christian Woessner (P.O.
Box 290, New York, NY 10008) who owns 5.58% of Zweig Growth & Income
Fund Class A Shares, no person is the beneficial owner of 5% or more of
the outstanding shares of any Class of any Series of the Trust.

In addition, as of April 23, 1998, to the Trust's knowledge, except for
Merrill Lynch, Pierce, Fenner & Smith Inc. (4800 Deer Lake Dr. East,
Jacksonville, FL 32246) who owns 11.12% of Zweig Appreciation Fund Class B
Shares, 18.27% of Zweig Appreciation Fund Class C Shares, 6.97% of Zweig Foreign
Equity Fund Class B Shares, 23.94% of Zweig Foreign Equity Fund Class C Shares,
39.00% of Zweig Government Fund Class B Shares, 25.28% of Zweig Government Fund
Class C Shares, 25.28% of Zweig Growth & Income Fund Class B Shares, 16.18% of
Zweig Growth & Income Fund Class C Shares, 8.99% of Zweig Managed Assets Class A
Shares, 18.35% of Zweig Managed Assets Class B Shares, 20.44% of Zweig Managed
Assets Class C Shares, 12.51% of Zweig Strategy Fund Class A Shares, 18.35% of
Zweig Strategy Fund Class B Shares and 20.36% of Zweig Strategy Fund Class C
Shares, Prudential Securities Inc. (fbo Zweig Advisors MPP/PS Plan, 900 Third
Ave., New York, NY 10022) who owns 99.07% of Zweig Appreciation Fund, 99.94% of
Zweig Government Cash Fund, 100.00% of Zweig Govenment Fund, 99.98% of Zweig
Growth & Income Fund, 99.66% of Zweig Managed Assets and 99.97% of Zweig
Strategy Fund Class I Shares; Charles Schwab & Co. (101 Montgomery St., San
Francisco, CA 94104 who owns 5.06% of Zweig Strategy Fund Class A Shares, no
person is the record owner of 5% or more of the outstanding shares of any Class
of any Series of the Trust.

INVESTMENT MANAGEMENT AND OTHER SERVICES
MANAGER
The Trust and the Manager entered into an amended management agreement,
dated April 29, 1994, which the Board had previously approved on December 14,
1993 (the "Management Agreement" ), pursuant to which the Manager reviews the
portfolio of securities and investments of each Series, and advises and assists
each Series with respect to the selection, acquisition, holding or disposal of
securities. In addition to managing the investments, Zweig/Glaser Advisers also
makes recommendations with respect to other aspects and affairs of each Series.
The Manager also furnishes the Trust with certain administrative services,
office space and equipment, and permits its officers and employees who may be
elected trustees or officers of the Trust to serve in the capacities to which
they are elected without additional compensation from the Trust. All other
expenses incurred in the operation of the Trust are borne by the Trust,
including: interest, taxes, fees and commissions of every kind; expenses of
issue, repurchase or redemption of shares; costs of registering or qualifying
shares for sale (including printing costs, legal fees and other expenses
relating to the preparation and filing of the Trusts'

18
<PAGE>

registration statement with the appropriate regulatory authorities and the
production and filing of the Trusts' prospectus); costs of insurance;
association membership dues; all charges of custodians, including fees as
custodian, escrow agent, and fees for keeping books and performing portfolio
valuations; all charges of transfer agents, registrars, pricing services,
independent accountants and legal counsel; expenses of preparing, printing and
distributing prospectuses and all proxy materials, reports and notices to
shareholders; expenses of distribution of shares pursuant to Rule 12b-1 Plans;
out-of-pocket expenses of trustees; fees of trustees who are not "affiliated
persons" as defined in the 1940 Act; and all other costs incident to the Trust's
existence as a business trust. The distributor purchases copies of the Trust's
prospectus and shareholder reports used for sales purposes at printer's overrun
cost.
The Management Agreement will continue in effect from year to year if
specifically approved annually by a majority of the Board of Trustees who are
not parties to such contract or interested persons of any such party. The
Management Agreement may be terminated without penalty by either of the parties
on 60 days' written notice and must terminate in the event of its assignment.
The continuance of the Management Agreement was last approved by the Trustees on
June 27, 1997.
The Management Agreement provides that the Manager is liable only for its
acts or omissions caused by its willful misfeasance, bad faith, or gross
negligence in the performance of its duties or reckless disregard of its
obligations under the Management Agreement. The Management Agreement permits the
Manager to render services to others and to engage in other activities.

The Trust pays the Manager for its services pursuant to the Management
Agreement a monthly fee at the annual rate of 0.50% of the average daily net
assets of Zweig Government Cash Fund, 0.60% of the average daily net assets of
Zweig Government Fund, 0.75% of the average daily net assets of Zweig Strategy
Fund and Zweig Growth & Income Fund, and 1.00% of the average daily net assets
of Zweig Appreciation Fund, Zweig Managed Assets and Zweig Foreign Equity Fund.
For the fiscal year ended December 31, 1997, the management fees paid to the
Manager by each Series were as follows: Zweig Strategy Fund: $9.154,436; Zweig
Appreciation Fund: $5,195,484; Zweig Growth & Income Fund: $160,389; Zweig
Managed Assets: $5,454,174; Zweig Government Fund: $257,892; and Zweig
Government Cash Fund: $302,623. The amount paid by Zweig Foreign Equity Fund for
the period November 24, 1997 (commencment of operations) to December 31, 1997
was $2,927. For the years ended December 31, 1996 and 1995, the fees paid to the
Manager for each Series were as follows: Zweig Strategy Fund: $9,070,222 and
$6,702,163; Zweig Appreciation Fund: $4,876,108 and $4,141,179; Zweig Managed
Assets: $6,6,109,364 and $6,994,435; Zweig Government Fund: $322,034 and
$393,803; and Zweig Government Cash Fund: $325,301 and $358,589. The amount paid
by Zweig Growth & Income Fund for the period November 26, 1996 (commencement of
operations) to December 31, 1996 was $5,354.

The Manager has voluntarily undertaken to limit the expenses of Zweig
Government Cash Fund (exclusive of taxes, interest, brokerage commissions, 12b-1
fees and extraordinary expenses) until April 30, 1999 to 0.35% of its average
daily net assets. During the years ended December 31, 1997, 1996 and 1995, the
manager's reimbursements to Zweig Government Cash Fund aggregated $251,454,
$247,233 and $94,825, respectively. The Manager reserves the right to
discontinue this policy at any time after April 30, 1999. The Manager has also
voluntarily undertaken to limit the expenses of Zweig Foreign Equity Fund
(exclusive of taxes, interest, brokerage commissions, 12b-1 fees and
extraordinary expenses) until April 30, 1999 to 1.50% of its average daily net
assets. During the period November 24, 1997 (commencement of operations) to
December 31, 1997, the manager's reimbursement to Zweig Foreign Equity Fund
aggregated $10,260. The Manager reserves the right to discontinue this policy at
any time after April 30, 1999. The Manager had also voluntarily undertaken to
limit the expenses of Zweig Growth & Income Fund (exclusive of taxes, interest,
brokerage commissions, 12b-1 fees and extraordinary expenses) until April 30,
1998 to 1.00% of its average daily net assets. During the year ended December
31, 1997 and for the period November 26, 1996 (commencement of operations) to
December 31, 1996, the manager's reimbursements to Zweig Growth & Income Fund
aggregated $148,969 and $14,949. The Manager had also voluntarily undertaken to
limit the expenses of Zweig Government Fund (exclusive of taxes, interest,
brokerage commissions, 12b-1 fees and extraordinary expenses) for the period May
1, 1996 to December 31, 1996 to 0.75% of its average daily net assets. For the
period May 1, 1996 to December 31, 1996, the manager's reimbursement to Zweig
Government Fund aggregated $117,002.
The Manager may draw upon the resources of the Distributor and its
qualified affiliates in rendering its services to the Trust. The Distributor or
its affiliates may provide the Manager (without charge to the Trust) with
investment information and recommendations that may serve as the principal basis
for investment decisions with respect to certain Series of the Trust.
The Manager has adopted a Code of Ethics (the "Code") that requires all
persons subject to the Code to pre-clear any proposed non-exempt personal
securities transaction. Permission for any proposed transaction will be granted
provided it is determined that such would not negatively impact activity in
client accounts. In the event that a client of Manager's affiliates also owns
such security, or it is proposed that such client purchase such security,
available investments or opportunities for sales will be allocated in a manner
deemed to be equitable by the Manager.

<PAGE>

DISTRIBUTOR
Pursuant to its Distribution Agreement with the Trust (the "Distribution
Agreement"), Zweig Securities Corp. acts as distributor of the Trust's shares
and receives, with respect to Class A Shares, a front-end sales commission, as
described in the Prospectus under "Choosing Among Classes When Purchasing
Shares"; and a 1% CDSC which may apply on redemptions within 18 months of
purchases not subject to a sales charge; with respect to Class B Shares, the
Distributor receives a declining CDSC ranging from 5% to 1% of the gross
proceeds of a redemption of shares held for less than six years; and, with
respect to Class C Shares, the Distributor receives a CDSC of 1.25% of the gross
proceeds of a redemption of shares held for less than one year. The Distributor
also is compensated under the Rule 12b-1 distribution plans as described more
fully below. The continuance and amendment of the Distribution Agreement was
last approved by the Trustees on June 27, 1997.
The Distributor may reallow amounts in excess of the sales concessions
listed in the Prospectus, and pay certain costs, to dealers who provide
additional services and special assistance in selling shares of the Trust. These
additional services and special assistance vary significantly from dealer to
dealer, resulting in payments that currently range from 8 to 15 basis points.

DISTRIBUTION PLANS

The Trust has adopted a distribution plan for each class of shares of each
Series except Class I Shares (i.e., a plan for the Class A and C Shares, a plan
for the Class B Shares, and a plan for the Class M Shares; collectively the
"Plans") in accordance with Rule 12b-1 under the Act, to compensate the
Distributor for the services it provides and for the expenses it bears under the
Distribution Agreement. Each class of shares of each Series (other than Class M
Shares of Zweig Government Cash Fund and Class I Shares) pays a service fee at a
rate of 0.25% per annum of the average daily net assets of such class of the
Series and a distribution fee based on average daily net assets at the following
rates: for Class A Shares of all Series - 0.05% per annum; for Class B Shares of
all Series - 0.75% per annum; for Class C Shares - 0.75% per annum for Zweig
Appreciation Fund, Zweig Strategy Fund, Zweig Growth & Income Fund, Zweig
Managed Assets and Zweig Foreign Equity Fund; 0.50% per annum for Zweig
Government Fund and 0.05% per annum for Zweig Government Cash Fund.

For the fiscal year ended December 31, 1997, $20,319, $295,138 and $252,412
in CDSCs was collected on Class A, Class B and Class C Shares, respectively. The
CDSC will be waived under certain circumstances described in the Prospectus. In
addition, the CDSC will be waived on redemptions of shares by employee benefit
plans for the benefit of employees of the Distributor and its affiliates.

The Rule 12b-1 Plan for the Class M Shares issued by Zweig Government Cash
Fund (the "Class M Plan") provides that the Distributor may enter into Service
Agreements with securities dealers, financial institutions, banks, and other
industry professionals for distribution, promotion and administration of and/or
servicing investors in Class M Shares. Such service organizations are paid
directly or indirectly by Zweig Government Cash Fund and the Manager. Service
payments under the Class M Plan are paid in equal amounts by Zweig Government
Cash Fund and the Manager, or Zweig Government Cash Fund and the Manager
reimburse the Distributor equally for service payments to a service
organization, in an amount not exceeding 0.30% per annum of the average daily
net asset value of the Class M Shares. The Class M Plan also provides that Zweig
Government Cash Fund will pay the costs and expenses connected with the printing
and distribution of Zweig Government Cash Fund's prospectuses, shareholder
reports, and any promotional material for other than current Fund shareholders,
in an amount not to exceed $100,000 per annum.

A report of the amounts expended under the Plans must be made to the Board
of Trustees and reviewed by the Board at least quarterly. In addition, the Plans
provide that they may not be amended to increase materially the costs which the
Trust may bear for distribution pursuant to the Plans without shareholder
approval and that other material amendments to the Plans must be approved by a
majority of the Board, including a majority of the Board who are neither
interested persons of the Trust (as defined in the 1940 Act) nor have any direct
or indirect financial interest in the operation of the Plans (the "Qualified
Trustees"), by vote cast in person at a meeting called for the purpose of
considering such amendments.
The Plans are subject to annual approval by a majority of the Board of
Trustees, including a majority of the Qualified Trustees, by vote cast in person
at a meeting called for the purpose of voting on the Plans. The Plans are
terminable at any time by vote of a majority of the Qualified Trustees or, with
respect to any Class or Series, by vote of a majority of the shares of such
Class or Series. Pursuant to the Plans, any new trustees who are not interested
persons must be nominated by existing trustees who are not interested persons.
If the Plans are terminated (or not renewed) with respect to one or more
Classes or Series, they may continue in effect with respect to any Class or
Series as to which they have not been terminated (or have not been renewed).

For the fiscal year ended December 31, 1997, the Class A Shares of the
Zweig Strategy Fund, Zweig Appreciation Fund, Zweig Growth & Income Fund, Zweig
Managed Assets, Zweig Foreign Equity Fund, Zweig Government Fund and Zweig
Government Cash Fund paid a total of $1,692,220, $826,563, $14,240, $341,370,
$115, $90,141, and $8,649, respectively, pursuant to the Trust's distribution
plan, in connection with expenses incurred by the Distributor for compensation
to broker/dealers ($2,600,852), marketing ($1,956,765) and firm overhead
allocation ($32,548).

20
<PAGE>

For the fiscal year ended December 31, 1997, the Class B Shares of Zweig
Strategy Fund, Zweig Appreciation Fund, Zweig Growth & Income Fund, Zweig
Managed Assets, Zweig Foreign Equity Fund, Zweig Government Fund and Zweig
Government Cash Fund paid a total of $610,280, $137,931, $64,731, $117,042,
$606, $7,691 and $3,758, respectively, pursuant to the Trust's distribution
plan, in connection with expenses incurred by the Distributor for compensation
to broker/dealers ($2,649,403), marketing ($1,998,954) and firm overhead
allocation ($32,667).
For the fiscal year ended December 31, 1997, the Class C Shares of the
Zweig Strategy Fund, Zweig Appreciation Fund, Zweig Growth & Income Fund, ,
Zweig Managed Assets, Zweig Foreign Equity Fund, Zweig Government Fund and Zweig
Government Cash Fund paid a total of $5,945,174, $2,278,115, $90,864,
$4,167,349, $899, $87,680 and $10,209, respectively, pursuant to the Trust's
distribution plan, in connection with expenses incurred by the Distributor for
compensation to broker/dealers ($11,795,017), marketing ($3,255,326) and firm
overhead allocation ($53,574).
For the fiscal year ended December 31, 1997, the Class M Shares of the
Zweig Government Cash Fund and the Distributor each paid $31,933 pursuant to the
Trust's Class M distribution and service plan to service organizations.

Because all amounts paid pursuant to the Plans are paid to the Distributor,
the Distributor and its officers, directors and employees, all may be deemed to
have a direct or indirect financial interest in the operation of the Plans. None
of the Trustees who is not an interested person of the Trust has a direct or
indirect financial interest in the operation of the Plans.
Benefits from the Plans may accrue to the Trust and its shareholders from
the growth in assets due to sales of shares to the public pursuant to the Plans.
Increases in a Series' net assets from sales pursuant to its Plan may benefit
shareholders by reducing per share expenses, permitting increased investment
flexibility and diversification of the Series' assets, and facilitating
economies of scale (e.g., block purchases) in the Series' securities
transactions. Under their terms, the Plans will continue from year to year,
provided that such continuance is approved annually by a vote of the Trustees in
the manner described above.
The continuance of the Plan for Class A and C Shares and the Plan for Class
M Shares and the adoption of a Plan for Class B Shares was approved by the Board
of Trustees, including a majority of the Qualified Trustees, at a meeting held
on June 27, 1997. Prior to approving the continuance of the Plan and the
adoption of the Class B Plan, the Board requested and received from the
Distributor all the information which it deemed necessary to arrive at an
informed determination as to such continuance and adoption of the Plans. In
making its determination to continue the Plan and adopt the Class B Plan, the
Board considered, among other factors: (1) the Trust's experience under the
Plan's and the previous Rule 12b-1 Plan's of the Trust, and whether such
experience indicates that the Plans would operate as anticipated; (2) the
benefits the Trust had obtained under the Plans and would be likely to obtain
under the Plans; (3) what services would be provided under the Plans by the
Distributor to the Trust and its shareholders; and (4) the reasonableness of the
fees to be paid to the Distributor for its services under the Plans. Based upon
their review, the Board, including each of the Qualified Trustees, determined
that the continuance of the Plans and the adoption of the Class B Plan would be
in the best interest of the Trust, and that there was a reasonable likelihood
that the Plans would benefit the Trust and its shareholders. In the Board's
quarterly review of the Plans, they will consider their continued
appropriateness and the level of compensation provided therein.
The Board of Trustees has the right to terminate the Rule 12b-1 Plan for
the Class B Shares, and in the event of such termination, no further payments
would be made thereunder. However, in the event the Board of Trustees were to
terminate the Rule 12b-1 Plan for the Class B Shares for any Series, the Trust
may not thereafter adopt a new Rule 12b-1 Plan for a class of that Series
having, in the good faith determination of the Board of Trustees, substantially
similar economic characteristics to the Class B Shares. Termination of the Rule
12b-1 Plan for the Class B Shares or the Distribution Agreement does not affect
the obligation of the Class B shareholders to pay CDSCs. The Distributor has
sold its right to receive certain payments under the Distribution Agreement to a
financial institution in order to finance the distribution of the Class B
Shares.
The Board of Trustees has also adopted a Rule 18f-3 Multi-Class Share Plan
permitting the issuance of shares in multiple classes.
The Trust has acknowledged that it has

21
<PAGE>

obtained its name by consent of Dr. Martin E. Zweig and agreed that if (i) the
Manager should cease to be the Trust's investment manager or (ii) if Dr. Zweig
should no longer be affiliated with the Manager, the Trust, upon request of
Zweig Securities Corp. or Dr. Zweig, shall submit to the Trustees for their vote
a proposal to delete the word Zweig from its name and cease to use the name
Zweig Series Trust or any component or combination thereof or any name
deceptively similar thereto, and indicate on all letterheads and other
promotional material that the Manager is no longer the Trust's investment
manager or Dr. Zweig is no longer affiliated with the Manager, as the case may
be. The Trust has agreed that Dr. Zweig or Zweig Securities Corp. or any of its
successors or assigns may use or permit the use of the word Zweig, alone or with
any other words, for, by or in connection with any other entity or business,
other than the Trust and its business, whether or not the same directly or
indirectly competes or conflicts with the Trust or its business in any manner.

CUSTODIAN, FUND ACCOUNTING AGENT, TRANSFER AGENT AND DIVIDEND PAYING AGENT

The Bank of New York, 48 Wall Street, New York, New York 10015 serves as
custodian and fund accounting agent, and State Street Bank and Trust Company,
P.O. Box 8505, Boston, Massachusetts 02260-8505, serves as the transfer agent
and dividend paying agent for the Trust.

For the convenience of shareholders, the transfer agent maintains in book
account form the records of shares owned by Trust shareholders. Shareholders may
request in writing that the transfer agent issue to them certificates
representing their ownership of Trust shares.

COUNSEL
Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022, is
counsel to the Trust. The firm also acts as counsel to the Manager and the
Distributor.

PORTFOLIO TRANSACTIONS AND BROKERAGE
ALL SERIES OTHER THAN ZWEIG GOVERNMENT CASH FUND

Officers and Trustees of the Trust and officers of the Manager who are also
officers or directors of the Distributor or its affiliates receive indirect
benefits from the Trust as a result of its usual and customary brokerage
commissions which the Distributor or its affiliates may receive for acting as
broker to the Trust in the purchase and sale of portfolio securities. The
Management Agreement does not provide for a reduction of the advisory fee by any
portion of the brokerage fees generated by portfolio transactions of the Trust
which the Distributor may receive. For the year ended December 31, 1997, Zweig
Strategy Fund, Zweig Appreciation Fund, Zweig Growth & Income Fund, Zweig
Managed Assets and Zweig Government Fund paid total brokerage commissions of
$2,622,109, $855,258, $71,111, $1,645,2971 and $0, respectively. The amount paid
by Zweig Foreign Equity Fund for the period November 24,1997 (commencement of
operations) to December 31, 1997 was $7,571. For the years ended December 31,
1996 and 1995, respectively, Zweig Strategy Fund, Zweig Appreciation Fund, Zweig
Managed Assets and Zweig Government Fund paid total brokerage commissions of
$3,738,437, $933,468, $2,130,073 and $0, respectively, and $1,335,463, $819,613,
$1,980,952 and $0, respectively.
For the year ended December 31, 1997, the Trust paid Zweig Securities Corp.
$420,251 in brokerage commissions or 8.08% of total brokerage commissions for
the year ended December 31, 1997. For the years ended December 31, 1996 and
1995, $633,637 and $468,501, respectively, was paid to Zweig Securities Corp.
Allocation of transactions, including their frequency, to various dealers is
determined by the Manager in its best judgment and in a manner deemed fair and
reasonable to shareholders. The primary consideration is prompt and efficient
execution of orders in an effective manner at the most favorable price. Subject
to this consideration, dealers who provide supplemental investment research,
statistical or other services to the Manager may receive orders for transactions
by the Trust. Information so received will enable the Manager to supplement its
own research and analysis with the views and information of other securities
firms. Such information may be useful and of value to the Manager and its
affiliates in servicing other clients as well as the Trust; in addition,
information obtained by the Manager and its affiliates in servicing other
clients may be useful and of value to the Manager in servicing the Trust. No
principal transactions are effected with Zweig Securities Corp. or any of its
affiliated companies.

The Trust may from time to time allocate brokerage commissions to firms
that furnish research and statistical information to the Manager. The
supplementary research supplied by such firms is useful in varying degrees and
is of indeterminable value. Such research may, among other things, include
advice regarding economic factors and trends, advice as to occasional
transactions in specific securities and similar information relating to
securities. No formula has been established for the allocation of business to
such brokers. Consideration may be given to research provided and payment may be
made of a fee higher than that charged by another broker-dealer which

22
<PAGE>

does not furnish research services or which furnishes research services deemed
to be of lesser value, so long as the criteria of Section 28(e) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") are met. Section
28(e) of the 1934 Act specifies that a person with investment discretion shall
not be deemed to have acted unlawfully or to have breached a fiduciary duty
solely because such person has caused the account to pay a higher commission
than the lowest available under certain circumstances. To obtain the benefit of
Section 28(e), the person so exercising investment discretion must make a good
faith determination that the commissions paid are reasonable in relation to the
value of the brokerage and research services provided viewed in terms of either
that particular transaction or his overall responsibilities with respect to the
accounts as to which he exercises investment discretion.
Currently, it is not possible to determine the extent to which commissions
that reflect an element of value for research services might exceed commissions
that would be payable for execution series alone, nor generally can the value of
research services be measured. Research services furnished might be useful and
of value to the Manager and its affiliates in serving other clients as well as
the Trust, but on the other hand any research service obtained by the Manager or
the Distributor from the placement of portfolio brokerage of other clients might
be useful and of value to the Manager in carrying out its obligation to the
Trust.
There are no fixed limitations regarding the Trust's portfolio turnover
rate. In computing the portfolio turnover rate, all securities, including
options, the maturities or expiration dates of which at the time of acquisition
are one year or less, are excluded. Subject to this exclusion, the turnover rate
is calculated by dividing (A) the lesser of purchases or sales of portfolio
securities of a particular Series for the fiscal year by (B) the monthly average
of the value of portfolio securities owned by the particular Series during the
fiscal year.
The options activities of Zweig Strategy Fund, Zweig Appreciation Fund,
Zweig Growth & Income Fund,Zweig Managed Assets, Zweig Foreign Equity Fund and
Zweig Government Fund may affect their respective turnover rates, the amount of
brokerage commissions paid by each Series and the realization of net short-term
capital gains which, when distributed, are taxed to shareholders (other than
retirement plans) at ordinary income tax rates. There are no fixed limitations
regarding the Zweig Strategy Fund's portfolio turnover. Securities satisfying
the basic policies and objectives of the Zweig Strategy Fund may be disposed of
when they are no longer deemed to be suitable. High portfolio turnover involves
correspondingly greater brokerage commissions, other transaction costs, and a
possible increase in short-term capital gains or losses. See "Net Asset Value
and Taxes".
The exercise of calls written by a Series may cause the Series to sell
portfolio securities, thus increasing its turnover rate. The exercise of puts
also may cause a sale of securities and increase turnover; although such
exercise is within the Series' control, holding a protective put might cause the
Series to sell the underlying securities for reasons which would not exist in
the absence of the put. A Series will pay a brokerage commission each time it
buys or sells a security in connection with the exercise of a put or call. Some
commissions may be higher than those which would apply to direct purchases or
sales of portfolio securities.

ZWEIG GOVERNMENT CASH FUND
The Manager places orders for the purchase and sale of securities for Zweig
Government Cash Fund. All of Zweig Government Cash Fund's portfolio transactions
are principal transactions with major dealers in money market instruments, on
which no brokerage commission is paid. Purchases from or sales to dealers
serving as market-makers include the spread between the bid and asked prices.
Transactions are allocated to various dealers according to the best judgment of
the Manager and in a manner deemed fair and reasonable to shareholders. The
primary consideration is prompt and effective execution of orders at the most
favorable price. Subject to this consideration, dealers who provide supplemental
investment research, statistical or other services to the Manager may receive
orders for transactions by Zweig Government Cash Fund.

YIELD AND PERFORMANCE INFORMATION

ZWEIG GOVERNMENT CASH FUND
From time to time, the Trust determines a current yield and effective
yield for each class of shares of Zweig Government Cash Fund. For a further
discussion of how the Trust calculates yield, see "Performance Information" in
the Prospectus.

The effective yield is an annualized yield based on a compounding of the
unannualized base period return. The effective yield will be slightly higher
than the yield or seven-day current yield because of the compounding effect of
the assumed reinvestment.
These yields are each computed in accordance with a standard method
prescribed by the rules of the Commission, by first determining the net change
in account value for a hypothetical account having a share balance of one share
at the beginning of a seven-day period (the "beginning account value"). The net
change in account value equals the value of additional shares purchased with
dividends from the original share and dividends declared on both the original
share and any such additional shares. The unannualized base period return equals
the net change in account value divided by the beginning account value. Realized
gains or losses

23
<PAGE>

or changes in unrealized appreciation or depreciation are not taken into account
in determining the net change in account value.

The yields are then calculated as follows:
Current Yield = Net Change in Account Value X 365
---------------------------- ---
Beginning Account Value 7
Effective Yield = [(1 + Base Period Return) 365/7 ] - 1

For the seven days ended December 31, 1997, the Zweig Government Cash
Fund's effective (compounded) and current yields were 5.06% and 5.18%,
respectively, for Class A Shares, 4.36% and 4.45%, respectively, for Class B
Shares; 5.06% and 5.18%, respectively, for Class C Shares and 5.29% and 5.42%,
respectively, for Class M Shares.

Yield is a function of portfolio quality and composition, portfolio
maturity and operating expenses. Yields fluctuate and do not necessarily
indicate future results. While yield information may be useful in reviewing the
performance of the Series, it may not provide a basis for comparison with bank
deposits, other fixed rate investments or other investment companies that may
use a different method of calculating yield.

OTHER SERIES
The Trust will include performance data for Class A, Class B and Class C
Shares of each Series in its advertisements, sales literature and other
information distributed to the public that includes performance data of a
Series. Such performance information will be based on investment yields or total
returns for the Series.

YIELD. Yield may not be the same as the distribution rate or the income
reported in the Seriess' financial statements. We compute yield by taking the
interest and dividend income a Series earns in a 30-day period, net of expenses,
and dividing that amount by the average number of shares entitled to receive
dividends. Yield will be calculated, using a one-month base period, according to
the following formula:

Yield = 2 X [(a-b/cd) + 1]6 - 1
Where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that
were entitled to receive dividends
d = the maximum offering price per share on the last day of the period.

The annualized yield for the Class A, Class B and Class C Shares of Zweig
Government Fund at December 31, 1997 was 4.48%, 4.00% and 4.25%, respectively.

AVERAGE ANNUAL TOTAL RETURN. Total return represents the average annual
compounded rate of return on an investment of $1,000 at the maximum public
offering price (in the case of Class A Shares) or reflecting the deduction of
any applicable CDSC. All data are based on past investment results.
Average annual total return for a given period is computed by finding the
average annual compounded rate of return over the period that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:

P(1 + T)n = ERV
Where:
P = a hypothetical initial investment in the Series of $1,000
T = average annual total return n = number of years in period
ERV = ending redeemable value, at the end of the period, of a hypothetical
$1,000 investment in the Series made at the beginning of the period.
The average annual total return for the Class A, Class B and Class C Shares
of each of the Series for the one and five year periods ended December 31, 1997
and for the periods from commencement of operations to December 31, 1997
(including the effect of the maximum sales charge) is as follows:

AVERAGE ANNUAL TOTAL RETURNS

<TABLE>
<CAPTION>
Year Ended Five Years Ended Commencement of Operations
CLASS A SHARES 12/31/97 12/31/97 to 12/31/97
-------------- ---------------------------------------------
<S> <C> <C> <C>
Zweig Appreciation Fund +17.02% +13.50% +13.39%(a)
Zweig Strategy Fund +11.57% +12.89% +11.47%(b)
Zweig Government Fund +3.27% +4.65% +6.83%(c)
Zweig Managed Assets +9.12% N/A +8.84%(d)
Zweig Growth & Income Fund +16.35 N/A +15.18%(e)
Zweig Foreign Equity Fund N/A N/A -4,47%(f)
</TABLE>

24
<PAGE>

(a) For the period beginning October 7, 1991.
(b) For the period beginning December 29, 1989.
(c) For the period beginning March 25, 1985.
(d) For the period beginning February 8, 1993.
(e) For the period beginning November 26, 1996.
(f) For the period beginning November 24, 1997.

<TABLE>
<CAPTION>
Year Ended Five Years Ended Commencement of Operations
CLASS B SHARES 12/31/97 12/31/97 to 12/31/97
-------------- ---------------------------------------------
<S> <C> <C> <C>
Zweig Appreciation Fund +16.82% N/A +16.90%(a)
Zweig Strategy Fund +11.46% N/A +11.91%(a)
Zweig Government Fund +2.17% N/A +4.29%(a)
Zweig Managed Assets +8.94% N/A +11.16%(a)
Zweig Growth & Income Fund +16.17% N/A +16.06%(b)
Zweig Foreign Equity Fund N/A N/A -4.02%(c)
</TABLE>

(a) For the period beginning April 8, 1996.
(b) For the period beginning November 26, 1996.
(c) For the period beginning November 24, 1997.

<TABLE>
<CAPTION>
Year Ended Five Years Ended Commencement of Operations
CLASS C SHARES 12/31/97 12/31/97 to 12/31/97
-------------- ---------------------------------------------
<S> <C> <C> <C>
Zweig Appreciation Fund +21.48% +14.00% +20.16%(a)
Zweig Strategy Fund +15.84% +13.39% +17.80%(a)
Zweig Government Fund +6.51% +5.13% +6.60%(a)
Zweig Managed Assets +13.24% N/A +13.00%(b)
Zweig Growth & Income Fund +20.63% N/A +20.43%(c)
Zweig Foreign Equity Fund N/A N/A -0.23%(d)
</TABLE>

(a) For the period beginning February 4, 1992.
(b) For the period beginning February 8, 1993.
(c) For the period beginning November 26, 1996.
(d) For the period beginning November 24, 1997.

The investment results of the Class A, Class B and Class C Shares of a
Series will tend to fluctuate over time, so that historical yields, current
distributions and total returns should not be considered representations of what
an investment may earn in any future period. Actual dividends will tend to
reflect changes in market yields, and will also depend upon the level of a
Class' or Series' expenses, realized or unrealized investment gains and losses,
and the results of such Series' investment policies. Thus, at any point in time,
investment yields, current distributions or total returns may be either higher
or lower than past results, and there is no assurance that any historical
performance record will continue.
The Trust or a Series also may include in its advertisements data from Age
Wave, Inc.; the American Association of Retired Persons; BARRON'S; BUSINESS
WEEK; CDA/Wiesenberger Investment Companies Service; Dalbar Surveys; DONOGHUE'S
MONEY FUND REPORT; FINANCIAL PLANNING; FINANCIAL WORLD; FORBES; FORTUNE;
FUNDSCOPE, HULBERT FINANCIAL DIGEST; Ibbotson Associates; INDIVIDUAL INVESTOR;
INVESTMENT ADVISOR; INVESTORS BUSINESS DAILY; THE LISCIO REPORT; Lipper
Analytical Services, Inc.; Micropal Inc.; MONEY; MORNINGSTAR MUTUAL FUNDS;
MUTUAL FUND FORECASTER; MUTUAL FUNDS MAGAZINE; The National Center for Education
Statistics; THE NEW YORK TIMES; The Philatelic Foundation; SMART MONEY; USA
TODAY; U.S.
NEWS & WORLD REPORT; THE WALL STREET JOURNAL; WORTH and other industry
publications.

REGISTRATION STATEMENT
This Statement of Additional Information and the Prospectus do not contain
all the information included in the Registration Statement filed with the
Commission under the 1933 Act with respect to the securities offered by the
Prospectus. The Registration Statement, including the exhibits filed therewith,
may be examined at the office of the Commission in Washington, D.C.
Statements contained in this Statement of Additional Information and the
Prospectus as to the contents of any contract or other document are not complete
and, in each instance, reference is made to the copy of such contract

<PAGE>

or other document filed as an exhibit to the Registration Statement of which
this Statement of Additional Information and the Prospectus form a part, each
such statement being qualified in all respects by such reference.

FINANCIAL STATEMENTS

The audited financial statements of the Trust for the year ended December
31, 1997 and the report of the Trust's independent accountants in connection
therewith, are included in the 1997 Annual Report to Shareholders of the Trust,
which is incorporated by reference into this Statement of Additional
Information. Copies of the 1997 Annual Report are available upon request,
without charge, by calling 1-800-272-2700.

APPENDIX I
CORPORATE BOND RATINGS
Description of Moody's Corporate Bond Ratings:
Aaa Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
gilt-edge. Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
A Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Description of S&P Corporate Bond Ratings:

AAA Bonds rated AAA have the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is extremely
strong.
AA Bonds rated AA have a strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degrees.
A Bonds rated A have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.
BBB Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories.
BB, B, CCC Bonds rated BB, B or CCC are regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CCC a higher degree of speculation. While such
debt will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.
Bonds rated BBB or lower by S&P and Bonds rated Baa or less by Moody's
(non-investment grade securities) are considered to be speculative in nature.
Non-investment grade securities will generally be less sensitive to interest
rate changes than investment grade securities (those rated A or higher by S&P
and BBB or higher by Moody's) but will be more sensitive to adverse economic
changes or specific corporate developments. The

26
<PAGE>

liquidity risk of non-investment grade securities will be higher than investment
grade securities and their value will be more difficult to ascertain due to the
lack of an established secondary market. These securities may also be adversely
affected by new laws or proposed new laws on the high yield market (e.g., tax
proposals).

COMMERCIAL PAPER RATINGS
Description of Moody's Commercial Paper Ratings:
The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Among the factors considered by Moody's in assigning ratings are the
following: (1) evaluation of the management of the issuer; (2) economic
evaluation of the issuer's industry or industries and an appraisal of
speculative type risks which may be inherent in certain areas; (3) evaluation of
the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over
a period of ten years; (7) financial strength of a parent company and the
relationships which exist with the issuer; and (8) recognition by the management
of obligations which may be present or may arise as a result of public interest
questions and preparations to meet obligations.
Description of S&P's Commercial Paper Ratings:
Commercial paper rated A-1 by S&P has the following characteristics:
Liquidity ratios are adequate to meet cash requirements: long-term senior debt
is rated A or better, the issuer has access to at least two additional channels
of borrowing; and basic earnings and cash flow have an upward trend with
allowance made for unusual circumstances. Typically, the issuer's industry is
well established and the issuer has a strong position in the industry. The
reliability and quality of management are unquestioned. Relative strength or
weakness of the above factors determines whether the issuer's commercial paper
is rated A-1, A-2 or A-3.

27
<PAGE>

<PAGE>
Zweig
Series Trust PROSPECTUS
.
. Zweig Government
. Cash Fund
.
May 1, 1998(left arrow) . . . . . .

ZWEIG GOVERNMENT CASH FUND (THE "FUND") (FORMERLY NAMED ZWEIG CASH FUND) is a
professionally managed money market fund that seeks high current income
consistent with liquidity and preservation of capital. The Fund invests in
short-term securities issued or guaranteed as to the payment of principal and
interest by the United States Government, its agencies or instrumentalities, and
repurchase agreements with respect to such securities. Shares of the Fund are
sold and redeemed at net asset value.

The Fund is one of seven different funds, or series, of Zweig Series Trust. Each
fund has its own investment objectives and policies and each offers different
classes of shares. THIS PROSPECTUS DESCRIBES CLASS M SHARES OF ZWEIG GOVERNMENT
CASH FUND. Class A Shares, Class B Shares, Class C Shares and Class I Shares of
the Fund are described in a separate prospectus, which includes a description of
the other series of the Trust.

Zweig/Glaser Advisers selects and manages the Fund's investments. Zweig
Securities Corp. is the principal distributor of the Fund's shares.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED, ENDORSED
OR INSURED BY, THE U.S. GOVERNMENT, ANY BANK, THE FEDERAL DEPOSIT INSURANCE
CORP., THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, ENTITY, OR PERSON. THE
ZWEIG GOVERNMENT CASH FUND SEEKS TO MAINTAIN A STABLE SHARE PRICE OF $1.00.
THERE CAN BE NO ASSURANCE THAT THE FUND WILL MEET THIS GOAL.

This prospectus contains important information that you should know before
investing. Please keep it for future reference. A Statement of Additional
Information (SAI) dated May 1, 1998, has been filed with the Securities and
Exchange Commission. The Commission maintains a World Wide Web site at
http://www.sec.gov that contains the SAI and other information regarding the
Fund. The SAI is incorporated by reference into this prospectus. You can obtain
a copy without charge by calling 1-800-272-2700.

Zweig Series Trust
900 Third Avenue, 31st Floor
New York, NY 10022-4728
1-800-272-2700

<PAGE>
FEE TABLE
We've provided the following table to help you understand the expenses of
investing in the Fund. Mutual fund investors bear two types of expenses:
transaction expenses and operating expenses. You pay transaction expenses when
you buy shares in a fund. The Fund as a whole pays operating expenses, which
reduce the Fund's annual return to you.

The table below is based on operating expenses for the last fiscal year.
THE TABLE DOES NOT REPRESENT FUTURE EXPENSE LEVELS, WHICH MAY BE GREATER OR LESS
THAN THOSE SHOWN. Federal regulations require the examples to assume a 5% annual
return, but actual annual returns have varied as shown in the column headed
"Total Return" in the table on the following page.
<TABLE>
<CAPTION>
ZWEIG GOVERNMENT CASH FUND
-------------------------------------------
CLASS M CLASS A CLASS B CLASS C
------- ------- ------- -------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge
(as % of Offering Price).................................................. 0% 0% 0% 0%
Contingent Deferred Sales Charge
(CDSC)(1)................................................................. 0% 0% 5.00% 1.25%
ANNUAL OPERATING EXPENSES
(as % of average net assets)
Management Fees
(after expense reimbursement)............................................. 0.20% --% --% --%
Rule 12b-1 Fees(2)........................................................... 0.06% 0.30% 1.00% 0.30%
Other Expenses
(after expense reimbursement)............................................. 0.15% 0.35% 0.35% 0.35%
------- ------- ------- -------
Total Fund Operating Expenses
(after expense reimbursement)............................................. 0.41%* 0.65%* 1.35%* 0.65%*
------- ------- ------- -------
------- ------- ------- -------

CLASS I
-------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge
(as % of Offering Price).................................................. 0%
Contingent Deferred Sales Charge
(CDSC)(1)................................................................. 0%
ANNUAL OPERATING EXPENSES
(as % of average net assets)
Management Fees
(after expense reimbursement)............................................. 0.03%
Rule 12b-1 Fees(2)........................................................... 0%
Other Expenses
(after expense reimbursement)............................................. 0.32%
-------
Total Fund Operating Expenses
(after expense reimbursement)............................................. 0.35%*
-------
-------
</TABLE>

- ---------------
* The Manager has voluntarily undertaken to limit the expenses of the Fund
(exclusive of taxes, interest, brokerage commissions, Rule 12b-1 fees and
extraordinary expenses) until April 30, 1999 to 0.35% of its average net
assets. The Management Fees noted above, without reimbursement, would be
0.50% for each Class; Other Expenses would be as shown above for Class M
Shares and Class I Shares, 0.94% for Class A Shares and 5.99% for Class B
Shares and 0.85% for Class C Shares, and Total Fund Operating Expenses would
be 0.71% for Class M Shares, 1.74% for Class A Shares, 7.49% for Class B
Shares, 1.65% for Class C Shares and 0.82% for Class I Shares.
(1) The maximum CDSC is imposed on Class B Shares redeemed in the first year;
for shares held longer than one year, the CDSC declines over the succeeding
six years to zero. The CDSC on Class C Shares applies only if redemption
occurs within one year from purchase.
(2) The Rule 12b-1 distribution plan for Class M Shares is described under
"Organization and Management" -- The distributor". A separate Rule 12b-1
plan for Class A, Class B and Class C Shares provides for a 0.25% Service
Fee, 100% of which is reallocated to National Association of Securities
Dealers, Inc. (NASD) member firms for continuous personal service by such
members to investors in the Fund, such as responding to shareholder
inquiries, quoting net asset values, providing current marketing materials
and attending to other shareholder matters. The Distributor retains 0.05% of
the asset based sales charge also included in the Rule 12b-1 Fees.
<TABLE>
<CAPTION>

EXAMPLE: You would pay the EXAMPLE: You would pay
following expenses on a $1000 the following expenses
investment assuming on a $1000 investment
(1) 5% annual return and assuming
(2) redemption at the end of (1) 5% annual return and
each time period: (2) no redemption:
1 3 5 10 1 3 5 10
Year Years Years Years Year Years Years Years
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class M Shares................. $ 4 $13 $23 $ 52 $ 4 $13 $23 $ 52
Class A Shares................. 7 21 36 81 7 21 36 81
Class B Shares................. 64 73 94 134 14 43 74 134
Class C Shares................. 19 21 36 81 7 21 36 81
Class I Shares................. 4 11 20 44 4 11 20 44
</TABLE>

<PAGE>
FINANCIAL HIGHLIGHTS
The following table sets forth financial history for a share of each class
of the Fund. Data for Class M Shares of the Fund prior to May 1, 1994, is from
Zweig Cash Fund Inc., its predecessor by merger.

Coopers & Lybrand L.L.P., the Fund's independent accountants, has audited
this information. Their report for each of the last five years is included in
the 1997 Annual Report of Zweig Series Trust. The report is available upon
request and is incorporated by reference into the Statement of Additional
Information.

<TABLE>
<CAPTION>
RATIOS
TO
AVERAGE
NET
NET NET ASSETS
ASSET DIVIDENDS ASSET --------
VALUE NET TOTAL FROM FROM NET VALUE
YEAR BEGINNING INVESTMENT INVESTMENT INVESTMENT TOTAL END OF TOTAL
ENDED OF YEAR INCOME OPERATIONS INCOME DIVIDENDS YEAR RETURN EXPENSES
- ------------------------- --------- ---------- ---------- ---------- --------- ------ ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ZWEIG GOVERNMENT CASH FUND CLASS M(1)
1997 $1.00 $0.05 $0.05 $(0.05) $(0.05) $1.00 5.22% 0.41%
1996 1.00 0.05 0.05 (0.05) (0.05) 1.00 5.09 0.40
1995 1.00 0.05 0.05 (0.05) (0.05) 1.00 5.32 0.64
1994 1.00 0.04 0.04 (0.04) (0.04) 1.00 3.67 0.70
1993 1.00 0.03 0.03 (0.03) (0.03) 1.00 2.86 0.70
1992 1.00 0.03 0.03 (0.03) (0.03) 1.00 3.40 0.70
1991 1.00 0.06 0.06 (0.06) (0.06) 1.00 5.63 0.66
1990 1.00 0.07 0.07 (0.07) (0.07) 1.00 7.53 0.72
1989 1.00 0.08 0.08 (0.08) (0.08) 1.00 8.53 0.77
1988 1.00 0.07 0.07 (0.07) (0.07) 1.00 7.16 0.63
ZWEIG GOVERNMENT CASH FUND CLASS A(5)
1997(2) 1.00 0.05 0.05 (0.05) (0.05) 1.00 4.97 0.65
1996(3) 1.00 0.05 0.05 (0.05) (0.05) 1.00 4.83 0.65
1995(4) 1.00 0.05 0.05 (0.05) (0.05) 1.00 5.08 0.87
1994 1.00 0.03 0.03 (0.03) (0.03) 1.00 2.55* 0.62*
ZWEIG GOVERNMENT CASH FUND CLASS B(6)
1997(2) 1.00 0.04 0.04 (0.04) (0.04) 1.00 4.24 1.35
1996(3) 1.00 0.03 0.03 (0.03) (0.03) 1.00 3.03* 1.35**
ZWEIG GOVERNMENT CASH FUND CLASS C(5)
1997(2) 1.00 0.05 0.05 (0.05) (0.05) 1.00 4.97 0.65
1996(3) 1.00 0.05 0.05 (0.05) (0.05) 1.00 4.83 0.65
1995(4) 1.00 0.05 0.05 (0.05) (0.05) 1.00 5.08 0.87
1994 1.00 0.03 0.03 (0.03) (0.03) 1.00 2.55* 0.61*
ZWEIG GOVERNMENT CASH FUND CLASS I(7)
1997(2) 1.00 0.05 0.05 (0.05) (0.05) 1.00 5.28 0.35
1996(3) 1.00 0.01 0.01 (0.01) (0.01) 1.00 0.80* 0.35**

NET ASSETS
END OF
NET YEAR
YEAR INVESTMENT (IN
ENDED INCOME THOUSANDS)
- ------------------------- ---------- ----------
<S> <C> <C>
ZWEIG GOVERNMENT CASH FUN
1997 5.10% $ 56,599
1996 4.98 45,271
1995 5.20 48,515
1994 3.58 78,149
1993 2.83 92,471
1992 3.35 145,169
1991 5.63 126,019
1990 7.27 189,943
1989 8.24 163,288
1988 6.93 291,836
ZWEIG GOVERNMENT CASH FUN
1997(2) 4.85 2,472
1996(3) 4.73 3,360
1995(4) 4.97 3,661
1994 2.52* 4,303
ZWEIG GOVERNMENT CASH FUN
1997(2) 4.21 336
1996(3) 4.03** 33
ZWEIG GOVERNMENT CASH FUN
1997(2) 4.84 2,661
1996(3) 4.73 4,535
1995(4) 4.97 4,458
1994 2.52* 5,040
ZWEIG GOVERNMENT CASH FUN
1997(2) 5.10 100
1996(3) 5.03** 1,401
</TABLE>

- ---------------
(1) During 1997, 1996, 1995, 1994, 1993, 1992 and 1991, the manager voluntarily
reimbursed Zweig Government Cash Fund Class M $.003, $.003, $.001, $.002,
$.001, $.002 and $.001 per share (0.30%, 0.32%, 0.10%, 0.15%, 0.08%, 0.15%
and 0.15% ratio of expenses to average net assets), respectively.
(2) During 1997, the manager voluntarily reimbursed Zweig Government Cash Fund
Class A, Class B, Class C and Class I $.011, $.058, $.01 and $.005 per share
(1.09%, 6.14%, 1.00% and 0.47% ratio of expenses to average net assets),
respectively.
(3) During 1996, the manager voluntarily reimbursed Zweig Government Cash Fund
Class A, Class B, Class C and Class I $.007, $.007, $.006 and $.004 per
share (0.66%, 0.60%, 0.60% and 0.38% ratio of expenses to average net
assets), respectively.
(4) During 1995, the manager voluntarily reimbursed Zweig Government Cash Fund
Class A and Class C $.005 and $.003 per share (0.47% and 0.28% ratio of
expenses to average net assets), respectively.
(5) Commenced operations on May 1, 1994.
(6) Commenced operations on April 8, 1996.
(7) Commenced operations on November 1, 1996.
* Not Annualized
** Annualized

<PAGE>
ZWEIG GOVERNMENT CASH FUND IS A CONVENIENT WAY TO INVEST IDLE CASH IN A MONEY
MARKET FUND THAT INVESTS IN SHORT-TERM SECURITIES ISSUED OR GUARANTEED AS TO THE
PAYMENT OF PRINCIPAL AND INTEREST BY THE U.S. GOVERNMENT, ITS AGENCIES OR
INSTRUMENTALITIES, AND REPURCHASE AGREEMENTS WITH RESPECT TO SUCH OBLIGATIONS.
THE FUND IS A SERIES OF ZWEIG SERIES TRUST.

The Fund seeks high current income consistent with maintaining liquidity and
preserving capital. The goal of the Fund is to maintain a stable share price of
$1.00.

INVESTMENTS AND RISK FACTORS
The Fund invests in short-term securities issued or guaranteed as to the payment
of principal and interest by the United States Government, its agencies or
instrumentalities and repurchase agreements with respect to such securities. Not
all U.S. Government securities are backed by the full faith and credit of the
United States. Some are supported only by the credit of the agency or
instrumentality that issued them. Obligations of the U.S. Government and its
agencies and instrumentalities are considered to have the lowest risk of
default, but they are subject to other risks, including those related to changes
in interest rate levels. The value of debt securities, including those held by
the Fund, varies inversely with changes in interest rate levels.

U.S. Government agencies and instrumentalities include: Bank for Cooperatives,
Export-Import Bank of the U.S., Farmers Home Administration, Federal Farm Credit
Banks, Federal Financing Bank, Federal Home Loan Banks, Federal Home Loan
Mortgage Corp., Federal Housing Administration, Federal Intermediate Credit
Banks, Federal Land Banks, Federal National Mortgage Association, Government
National Mortgage Association, Resolution Funding Corp., Student Loan Marketing
Association, Tennessee Valley Authority and the U.S. Postal Service.

Repurchase agreements are arrangements by which the Fund buys a security at one
price and at the same time agrees to sell the security back to the seller at a
higher price, usually on the next business day. Repurchase agreements offer a
means of generating income from excess cash that the Fund might otherwise hold.
Delays in payment or losses may result if the other party to the agreement
defaults or becomes bankrupt. The Fund will enter into repurchase agreements
ONLY WITH RESPECT TO OBLIGATIONS OF THE U.S. GOVERNMENT, ITS AGENCIES OR
INSTRUMENTALITIES and only with member banks of the Federal Reserve System or
primary dealers in U.S. Government securities. The Fund's repurchase agreements
must be fully backed by collateral (U.S. Government securities) that is marked
to market, or priced, each day.

The Fund may purchase a security on a when-issued or delayed-delivery basis,
i.e., with delivery and payment deferred to a future date. The money to purchase
such securities will be invested in other securities until the Fund receives
delivery. This could increase the possibility that the Fund's net asset value
might be affected by changes in interest rates.

Although it has not used these practices in the past, the Fund may lend its
securities to other financial institutions to earn income, borrow money for
temporary purposes, and invest up to 10% of its net assets in illiquid
securities, such as repurchase agreements maturing in more than seven days. The
Fund's investment objective and these practices can be changed only by vote of a
majority of the outstanding shares of the Fund. A majority for this purpose is
defined as the lesser of: (a) 67% of the shares represented at a meeting if at
least 50% of all shares are represented; or (b) more than 50% of all outstanding
shares.

THE STATEMENT OF ADDITIONAL INFORMATION HAS FURTHER DETAILS ABOUT THE
INVESTMENTS AND POLICIES OF THE FUND. AS WITH ANY MUTUAL FUND, THERE IS NO
ASSURANCE THAT THE FUND'S OBJECTIVE WILL BE ACHIEVED.

NET ASSET VALUE, DISTRIBUTIONS AND TAXES
NET ASSET VALUE. The net asset value of each class of shares is determined as of
2:00 P.M. New York time and as of the close of regular trading on the New York
Stock Exchange ("NYSE") on each day the NYSE is open for trading. The
non-class-specific liabilities of the Fund are subtracted from the Fund's assets
to determine its total net assets. Each class's proportionate interest in the
Fund's net assets is determined. The liabilities attributable to that class,
including its distribution fees, are then deducted and the resulting amount is
divided by the number of shares of that class outstanding to produce its net
asset value per share. The Fund attempts to stabilize its share price at $1.00
and uses the amortized cost method of valuing its investments.

DISTRIBUTIONS AND TAXES. The Fund intends to qualify as a regulated investment
company for federal income tax purposes and to distribute to its shareholders
all income

<PAGE>
and net capital gains so as to be relieved of federal taxes. The Fund declares
dividends at 2:00 P.M. New York time on each day the NYSE is open of all its net
income, including: accrued interest, earned discounts, and realized gains and
losses, less amortized premiums and accrued expenses. Dividends are declared
separately for each class of shares. Dividends are reinvested at net asset value
on the last business day of each month unless a shareholder elects to receive
distributions in cash. Distributions of income and short-term capital gains are
taxable as dividends when paid, whether taken in cash or reinvested (the Fund
does not expect to realize any long-term capital gains). By January 31 of each
year, we will send you a statement showing the tax status of your distributions
for the prior year. The foregoing RELATES TO certain federal income tax
consequences. Be sure to consult your own tax adviser to determine the precise
effect on your particular tax situation, as well as any state and local tax
consequences.

HOW TO BUY SHARES
Class M shares of the Fund are sold at net asset value without a sales charge.
You can buy shares directly from the Fund's transfer agent, through an
investment professional, or automatically through a regular investment plan. The
minimum initial investment is $10,000 except for service organizations whose
clients have made aggregate minimum purchases of $1,000,000, the minimum is
$1,000. There is no minimum amount for additional investments. Purchase orders
received by the transfer agent by 2:00 P.M. New York time become effective and
earn dividends that day provided payment is received in Federal funds by 4:00
P.M. New York time. We reserve the right to change or waive minimums or to
refuse any order.

BUYING SHARES FROM AN INVESTMENT DEALER. If you invest through a broker, bank or
other institution, that firm or institution may have its own service features
and/or fees. If you wish us to refer you to an investment professional, call us
at 1-800-272-2700. Investment professionals receive compensation for providing
investment advice, and such compensation differs for selling shares of different
classes of the Zweig Mutual Funds.

AUTOMATICALLY THROUGH SWEEP PROGRAMS. Customers of participating securities
dealers and banks may participate in sweep programs by which an account with the
dealer or bank is coordinated with an account in the Fund. Purchases and sales
are made by the participating securities dealer or bank as agent of their
customer. For further information about the sweep program, see the Statement of
Additional Information or call us at 1-800-272-2700.

BUYING SHARES THROUGH THE TRANSFER AGENT. Send a letter to the transfer agent
directing that Zweig Governnment Cash Fund Class M Shares are to be purchased
with your check. The address is: Zweig Governnment Cash Fund c/o State Street
Bank & Trust Company, P.O. Box 8505, Boston, MA 02266-8505. Make your check
payable to State Street Bank & Trust Company or Zweig Governnment Cash Fund.
THIRD PARTY CHECKS (I.E. ANY CHECKS THAT ARE NOT MADE PAYABLE TO THE ORDER OF
STATE STREET BANK & TRUST COMPANY OR ZWEIG GOVERNNMENT CASH FUND) WILL NOT BE
ACCEPTED. You may deliver your order by courier or overnight mail to State
Street's offices at: 2 Heritage Drive (3rd floor), Quincy, MA 02171, Attention:
Zweig Mutual Funds. You also may wire your order with Federal funds. For wiring
instructions, call the transfer agent at 1-800-628-0441.

BUYING SHARES THROUGH AN INVESTMENT PLAN. You can invest in the Fund through an
automatic investment plan. For further details, call us at 1-800-272-2700.

HOW TO REDEEM SHARES
You can redeem your shares at net asset value on any day the NYSE is open for
trading through the transfer agent if the shares are registered in your name, or
through the investment dealer or institution through which you purchased your
shares.

THROUGH YOUR INVESTMENT DEALER. If your account has been established by your
investment dealer or other institution, contact your investment professional,
who will assist you with your redemption.

THROUGH THE TRANSFER AGENT BY MAIL. If the shares are registered in your name,
send a letter of instruction signed exactly as the shares are registered, with
signature guarantees from an appropriate guarantor, and any certificates that
represent the shares you wish to redeem. A signature guarantee is required
whether or not certificates are involved. Mail the information to: Zweig
Governnment Cash Fund c/o State Street Bank & Trust Company, P.O. Box 8505,
Boston, MA 02266-8505. Appropriate signature guarantors include banks, savings
associations, credit unions, member firms of a national securities exchange,
municipal securities dealers and government securities dealers. Redemption
instruc-

<PAGE>
tions by corporate and fiduciary shareholders also must be accompanied by
appropriate documentation establishing the authority of the person seeking to
act on behalf of the account. Call us at 1-800-272-2700 for more information.

THROUGH THE TRANSFER AGENT BY TELEPHONE. The transfer agent must receive your
instructions before 2:00 P.M. in order to redeem shares and remit proceeds that
day. You may issue a telephone redemption request directly to the transfer agent
at 1-800-628-0441 if (a) your account is registered for telephone/expedited
redemption privileges, and (b) your shares are held at the transfer agent
without certificates. If you designated a domestic bank on the Application Form
when you opened your account, you may have redemption proceeds of $1,000 or more
wired to that bank. Subsequent directions for wiring proceeds require a
signature guarantee from an appropriate guarantor. The maximum amount that may
be redeemed by telephone is $10,000 FOR INDIVIDUAL ACCOUNTS ($25,000 for joint
accounts). Neither the Fund, the distributor, nor the transfer agent will be
liable for any loss in acting on telephone instructions reasonably believed to
be authentic. In the event of a fraudulent telephone redemption, the investor
will bear the risk of loss. Because the Fund may otherwise be liable for any
losses due to unauthorized or fraudulent instructions, reasonable procedures are
employed to confirm that instructions given by phone are genuine. These include
requiring a form of personal identification from the caller and recording
telephone instructions. For identification purposes, the transfer agent may
require such information as it deems necessary before accepting redemption
instructions.

THROUGH THE TRANSFER AGENT BY CHECK. You may establish a Check Service with
State Street Bank and Trust Company. Checks must be in amounts of $500 or more.
To obtain redemption checks, complete an application form which can be obtained
by calling us at 1-800-272-2700. When a check is presented for payment, State
Street will redeem full and fractional shares in your account to cover the
amount of the check. State Street will not honor a check for less than $500 or
for an amount exceeding the value of your account at the time the check is
presented. We reserve the right to impose a service charge for check
redemptions, stop payment orders and returned checks.

AUTOMATICALLY THROUGH SWEEP PROGRAMS. See "HOW TO BUY SHARES -- AUTOMATICALLY
THROUGH SWEEP PROGRAMS" ABOVE.

MINIMUM ACCOUNT SIZE. If your account balance falls below $10,000 as a result of
redeeming shares, you may be given 60 days' notice to reestablish the minimum
balance. If you do not increase your balance, we reserve the right to close your
account and send the proceeds to you. We normally will not close a tax-deferred
retirement plan account.

ORGANIZATION AND MANAGEMENT
The Trust was established as a Massachusetts business trust on September 24,
1984 and reorganized as a Delaware business trust on April 30, 1996. The Trust
is a mutual fund, or, in the technical terms of the Investment Company Act of
1940 (the 1940 Act) under which it is registered, an open-end, diversified
management investment company. It has an unlimited number of shares of
beneficial interest which, without shareholder approval, may be divided by the
trustees into an unlimited number of classes and funds. The shares presently are
divided into five classes of shares in the Fund and four classes of shares in
the six other funds. Voting rights are based on a shareholder's total dollar
interest in a Series and are thus allocated in proportion to the value of each
shareholder's investment. Shares vote together on matters that concern the
entire Trust, or by individual fund or class when the Board of Trustees
determines that the matter affects only the interests of a particular fund or
class.

The Board of Trustees directs the management of the business of the Trust. The
Board has duties and responsibilities comparable to those of the boards of
directors of corporations, not to those of trustees under customary trust
principles. The trustees oversee the Trust's activities, elect the officers of
the Trust who are

<PAGE>
responsible for its day-to-day operations, review contractual arrangements with
the companies that provide services to the Trust, and review investment
performance.

THE MANAGER AND MANAGEMENT FEE. The Fund's investments are managed by
Zweig/Glaser Advisers, 900 Third Avenue, New York, NY 10022-4728. The general
partners of Zweig/Glaser Advisers are: Glaser Corp., a Delaware corporation
controlled by Eugene J. Glaser, and Zweig Management Corp., a Delaware
corporation controlled by Dr. Martin E. Zweig. The manager also makes
recommendations with respect to the Fund's business affairs, furnishes certain
administrative services, office space and equipment, and permits its employees
to serve as the officers of the Trust without additional compensation from the
Fund. All other expenses incurred in the operation of the Fund are borne by the
Fund, including: interest, taxes, fees and commissions of every kind; expenses
of issue, repurchase or redemption of shares; costs of registering or qualifying
shares for sale (including printing costs, legal fees and other expenses
relating to the preparation and filing of the Trust's registration statement
with the appropriate regulatory authorities and the production and filing of the
Trust's prospectus); costs of insurance; association membership dues; all
charges of custodians, including fees as custodian, escrow agent, and fees for
keeping books and performing portfolio valuations; all charges of transfer
agents, registrars, pricing services, independent accountants and legal counsel;
expenses of preparing, printing and distributing prospectuses and all proxy
materials, reports and notices to shareholders; expenses of distribution of
shares pursuant to the Rule 12b-1 Plan described below; out-of-pocket expenses
of trustees; fees of trustees who are not "independent persons" as defined in
the 1940 Act; and all other costs incident to the Trust's existence as a
business trust. Zweig/Glaser Advisers' fee is equal to 0.50% of the Fund's
average daily net assets.

THE DISTRIBUTOR. Zweig Securities Corp. serves as principal distributor of
shares of the Zweig Mutual Funds. Class M Shares have a distribution sharing
plan pursuant to Rule 12b-1 under the 1940 Act. The plan provides that the
distributor may enter into service agreements with securities dealers, financial
institutions, banks, and other industry professionals for distribution,
promotion and administration and servicing investors in the Fund's Class M
Shares. Under the plan, the Fund and the manager reimburse the distributor in
equal shares for service payments to service organizations of up to 0.30% of the
average daily net assets of the Fund's Class M Shares. The plan also provides
that the Fund will pay up to an additional $100,000 per annum for marketing
costs, although it is not anticipated that the Fund will pay the full $100,000
during the present year.

PERFORMANCE INFORMATION

Yield is a function of portfolio quality, maturity and composition, and
operating expenses. Yields fluctuate and do not necessarily indicate future
results. While yield information may be useful in reviewing the performance of
the Fund, it may not provide a basis for comparison with bank deposits, other
fixed rate instruments or other investment companies that may use a different
method of calculating yield.

Occasionally, the Fund may advertise current yield or effective yield. Yield
figures are based on historical earnings and are not intended to indicate future
performance. Current yield refers to the income generated by an investment in
the Fund over a seven-day period specified in the advertisement. This income is
assumed to be generated each week for 52 weeks. This 52-week income is then
shown as a percentage of the investment. Effective yield is calculated similarly
but, when annualized, the income earned is assumed to be reinvested. The
effective yield will be slightly higher than the current yield because of the
compounding effect of the assumed reinvestment. The Fund also may include in
advertising or marketing materials data from financial and other publications or
from surveys that deal with mutual fund or investment statistics. The Statement
of Additional Information lists some of such publications and sources of data.

<PAGE>
TABLE OF CONTENTS

Fee Table 2
Financial Highlights 3
Investments and risk factors 4
Net asset value, distributions and taxes 4
How to buy shares 5
How to redeem shares 5
Organization and management 6
Performance Information 7

INVESTMENT MANAGER
Zweig/Glaser Advisers
900 Third Avenue, 31st Floor
New York, New York 10022-4728

CUSTODIAN
The Bank of New York
48 Wall Street
New York, New York 10015

TRANSFER AGENT AND DIVIDEND PAYING AGENT
State Street Bank and Trust Company
P.O. Box 8505
Boston, Massachusetts 02266-8505

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
1301 Avenue of the Americas
New York, New York 10019

COUNSEL
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022

PRINCIPAL DISTRIBUTOR
Zweig Securities Corp.
900 Third Avenue, 31st Floor
New York, New York 10022-4728

NO DEALER, SALESPERSON OR OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, IN
CONNECTION WITH THE OFFER CONTAINED
IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY
THE TRUST, THE INVESTMENT MANAGER OR
THE DISTRIBUTOR. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFERING IN
ANY STATE IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.

Zweig
Series Trust
.
.
PROSPECTUS
.
.
.
.
.
.
. Zweig Government
. Cash Fund
.
.
.
.
.
.
.
.
(down arrow)
May 1, 1998

ZWEIG SERIES TRUST
ZWEIG GOVERNMENT CASH FUND Class M Shares
900 Third Avenue, 31st Floor New York, N.Y. 10022-4728

STATEMENT OF ADDITIONAL INFORMATION

ZWEIG GOVERNMENT CASH FUND (the "Fund") (formerly named Zweig Cash
Fund), a Series of Zweig Series Trust (the "Trust"), is a professionally
managed money market fund that seeks high current income consistent with
liquidity and preservation of capital. The Fund invests in short-term securities
issued or guaranteed as to the payment of principal and interest by the United
States Government, its agencies or instrumentalities, and repurchase agreements
with respect to such securities. The Fund issues its shares in five classes.
This Statement of Additional Information describes Class M Shares of the Fund
only and relates to the Prospectus describing such Class M Shares. Class M
Shares currently have no exchange feature, and may not be exchanged for Class A,
Class B , Class C and Class I Shares of the Fund, or shares of any other Series
of the Trust.

Zweig/Glaser Advisers (the "Manager") selects and manages the
investments of the Fund and Zweig Securities Corp. (the "Distributor"), an
affiliate of the Manager, is the principal distributor of the Fund.

This Statement of Additional Information is not a prospectus. It should
be read in conjunction with the Prospectus relating to the Class M Shares of the
Fund, dated May 1, 1998, which can be obtained without cost by contacting your
financial consultant or by calling or writing the Fund at the telephone number
and address printed on this page. This Statement of Additional Information is
intended to provide you with additional information regarding the activities and
operations of the Fund.

Toll Free 1-800-272-2700

May 1, 1998

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

TABLE OF CONTENTS Page
<S> <C>
INVESTMENT OBJECTIVE AND POLICIES.....................................................................2
INVESTMENT RESTRICTIONS...............................................................................2
HOW TO PURCHASE AND REDEEM SHARES.....................................................................3
SWEEP PROGRAMS.............................................................................3
CHECK SERVICE...............................................................................4
RETIREMENT PLANS......................................................................................4
NET ASSET VALUE AND TAXES.............................................................................4
TAX STATUS ..................................................................................5
TAXATION OF SHAREHOLDERS.....................................................................5
TRUSTEES AND OFFICERS OF THE TRUST....................................................................6
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES...................................................8
INVESTMENT MANAGEMENT AND OTHER SERVICES..............................................................9
THE MANAGEMENT AGREEMENT.....................................................................9
THE DISTRIBUTOR AND DISTRIBUTION PLANS.......................................................9
CUSTODIAN, FUND ACCOUNTING AGENT, TRANSFER AGENT AND DIVIDEND PAYING AGENT.................10
INDEPENDENT ACCOUNTANTS.....................................................................11
COUNSEL.....................................................................................11
PORTFOLIO TRANSACTIONS...............................................................................11
YIELD AND PERFORMANCE INFORMATION....................................................................11
REGISTRATION STATEMENT...............................................................................11
FINANCIAL STATEMENTS.................................................................................12

</TABLE>

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is high current income consistent with
liquidity and preservation of capital. The Fund's policies and permitted
investments are described in the Prospectus under the heading "Investments and
Risk Factors". There can be no assurance that the Fund's investment objective
will be achieved.
The Fund may invest in U.S. Government Obligations including U.S. Treasury
issues, such as bills, certificates of indebtedness, notes and bonds, and issues
of U.S. Government agencies and instrumentalities which are established under
the authority of an act of Congress. Some of these securities, such as FHA
debenture obligations, are supported by the full faith and credit of the U.S.
Treasury; others, such as obligations of Federal Home Loan Banks, are supported
by the right of the issuer to borrow from the U.S. Treasury; others, such as
those of the Federal National Mortgage Association, are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations; and still others, such as those of the Student Loan Marketing
Association, are supported only by the credit of the instrumentality. The Fund
will not invest in obligations of the International Bank for Reconstruction and
Development (the World Bank), the Asian Development Bank, or the Inter-American
Development Bank, or in FHA or VA pooled mortgages.
As a general matter, the current value of debt securities held in the Fund
varies inversely with changes in prevailing interest rates. If prevailing
interest rates increase after a security is purchased, the value of the security
will normally decline. Conversely, should prevailing interest rates decrease
after a security is purchased, its market price will normally rise. However,
these market fluctuations generally are not expected to result in any
significant permanent change in value (or realized gains or losses) to the Fund
because it invests primarily in short-term obligations and does not intend to
dispose of the securities it purchases prior to their maturity unless, in the
opinion of the Manager, it is in the best interest of the Fund to do so.
The Fund also may enter into repurchase agreements with respect to obligations
of the U.S. Government, its agencies or instrumentalities. Repurchase agreements
may be considered loans to the seller collateralized by the underlying
securities. The risk to the Fund is limited to the ability of the seller to pay
the agreed-upon sum on the repurchase date; in the event of default, the
repurchase agreement provides that the Series is entitled to sell the underlying
collateral. If the value of the collateral declines after the agreement is
entered into, however, and if the seller defaults under a repurchase agreement
when the value of the underlying collateral is less than the repurchase price,
the Fund could incur a loss of both principal and interest. The Manager monitors
the value of the collateral at the time the transaction is entered into and at
all times subsequent during the term of the repurchase agreement in an effort to
determine that the value of the collateral always equals or exceeds the
agreed-upon repurchase price to be paid to the Fund. If the seller were to be
subject to a Federal bankruptcy proceeding, the ability of the Fund to liquidate
the collateral could be delayed or impaired because of certain provisions of the
bankruptcy laws.
The Fund may, from time to time, loan its securities to brokers, dealers and
financial institutions and receive collateral from the borrower in the form of
U.S. Government obligations, which will be maintained at all times in an amount
equal to at least 100% of the current market value of the loaned securities. The
Fund, which retains the incidents of ownership of the loaned securities,
continues to be entitled to the interest payable on the loaned securities and,
in addition, receives interest on the amount of the loan at a rate negotiated
with the borrower. The loans will be terminable by the Fund at any time and will
not be made to the Manager or to any of its affiliates. The Fund may pay
reasonable finder's fees to persons unaffiliated with it responsible for
arranging the loans. In determining whether to loan securities to a particular
broker/dealer or financial institution, the Manager will consider all relevant
facts and circumstances, including the creditworthiness of the broker/dealer or
institution. The Fund will not enter into any securities lending agreement
having a duration exceeding one year, and any security with a maturity longer
than one year received as collateral for a particular loan will not become part
of the Fund at the time of the loan or in the event the borrower defaults. The
Fund has never loaned securities and the Fund has no current intention of doing
so during the current year.

INVESTMENT RESTRICTIONS
Zweig Government Cash Fund concentrates its investments in U.S. Government
securities and issues of U.S. Government agencies and instrumentalities as set
forth in its investment objective and has adopted certain restrictions and
fundamental policies which cannot be changed without approval by the holders of
a majority of the outstanding voting securities of the Fund as defined in the
Investment Company Act of 1940, as amended (the "1940 Act") as the lesser of:
(1) 67% or more of the Fund's voting securities present at a meeting of
shareholders, if the holders of more than 50% of the Fund's outstanding voting
securities are present in person or by proxy, or (2) more than 50% of the Fund's
voting securities. However, these policies may also be modified by the Trustees,
in their discretion, without shareholder approval, to the extent necessary to
facilitate the implementation of a master-feeder structure for Zweig Government
Cash Fund (I.E., a structure under which a particular Series acts as a feeder
and invests all of its assets in a single pooled master fund with substantially
the same investment objectives and policies). Pursuant to such restrictions and
policies, except as stated above, the Fund may not:
o Purchase common stocks, preferred stocks, warrants, other equity
securities, state bonds, municipal bonds, industrial revenue bonds or corporate
bonds or debentures;

<PAGE>

o Borrow money, except from banks for temporary purposes in an amount up to
10% of the value of its total assets. The Fund may only pledge its assets in an
amount up to 10% of the value of its total assets, and then only to secure such
borrowings. The Fund will borrow money only to accommodate requests to redeem
shares to effect an orderly liquidation of portfolio securities or to clear
securities transactions and not for leveraging purposes; accordingly, it is
anticipated that any such borrowing will be repaid before additional investments
are made. The Fund currently does not intend to borrow money to an extent
exceeding 5% of its total assets. The Fund may not issue any securities which
would be deemed to be senior securities in contravention of the 1940 Act;
o With respect to 75% of the value of the Fund's total assets, invest more
than 5% of the value of its total assets in the securities of any one issuer,
except securities issued or guaranteed as to the payment of principal and
interest by the U.S. Government, its agencies or instrumentalities;
o Sell securities short;
o Write or purchase put or call options;
o Underwrite the securities of other issuers;
o Purchase or sell real estate, real estate investment trust securities,
commodities or oil and gas interests;
o Make loans to others, except that engaging in permissible activities
specified in the Prospectus under the heading "Investments and Risk Factors" and
in this Statement of Additional Information under the headings Investment
Objective and Policies and Description of Permitted Investments shall not be
viewed as loans for this purpose;
o Invest more than an aggregate of 10% of the Fund's net assets (taken at
current value) in repurchase agreements maturing in more than seven days and
other illiquid investments (such as non-negotiable certificates of deposit,
non-negotiable time deposits or other non-marketable securities);
o Invest in companies for the purpose of exercising control; or
o Invest in securities of other investment companies, except as they may be
acquired as part of a merger, consolidation or acquisition of assets.
The foregoing percentage restrictions apply at the time an investment is
made; a later increase or decrease in percentage may result from changes in
values or the Fund's net assets but will not be deemed to result in an
investment which is contrary to these restrictions.

HOW TO PURCHASE AND REDEEM SHARES
Reference is made to the materials in the Prospectus under the headings "How
to Buy Shares" and "How to Redeem Shares", which describe the methods of
purchase and redemption of Fund shares. The following is additional information
related to certain of those methods.
SWEEP PROGRAMS
Class M Shares of the Fund may be purchased through certain participating
securities dealers and/or banks (Institutions) which have established sweep
programs under which cash in their customers' accounts may be automatically
invested in the Fund. The customers' rights under these programs are governed by
the provisions of the particular Institution's program and the details of the
programs vary. The description below, while generally followed, should be
considered as illustrative of how such programs work, but may not be true of a
particular program.
Typically, in these programs each participating customer, pursuant to an
agreement executed with a particular Institution, becomes the beneficial owner
of specific shares of the Fund which may be purchased, redeemed and held by the
Institution in accordance with the customer's instructions and may fully
exercise all rights as a shareholder. The participating Institution holds shares
registered in its name, as agent for the customer, on the books of the Fund. A
statement regarding the customer's shares is generally supplied to the customer
monthly, and confirmations of all transactions for the account of the customer
normally are available to the customer promptly upon request. In addition, each
customer is sent proxies, periodic reports and other information from the Trust
with regard to the shares. The customer's shares are fully assignable and may be
encumbered by the customer. The sweep agreement can be terminated by the
customer at any time, without affecting beneficial ownership of the shares. In
order to obtain the benefits of this service, a customer typically is required
to maintain a minimum balance subject to a monthly maintenance fee, or a higher
minimum balance for which no monthly fee would be imposed. In either case, a
penalty fee is imposed if the minimum is not maintained. In general, the
automatic investment in shares of the Fund occurs on the same day that
withdrawals are made from the customer's account by the participating
Institution, but there may be a greater time lag between the removal of funds
from an account and their investment in shares of the Fund. Depending on the
particular program of the participating Institution, the customer may or may not
earn interest on the funds being swept during this lag.
All agreements which relate to the service are with the participating
Institution. Neither the Distributor nor the Fund is a party to any of those
agreements and no part of the compensation received by the participating
Institution flows to the Fund or to the Distributor or to any of their
affiliates either directly or indirectly. Information concerning those programs
and any related charges or fees is provided by the particular Institution prior
to purchases of the Class M Shares. Any fees charged by a participating
Institution effectively reduces the Fund's yield for those customers.

<PAGE>

If a participating bank were prohibited from offering the sweep program, it
is expected that customers of the participating bank who seek to invest in the
Fund would have to purchase and redeem shares directly through the Fund's
transfer agent, State Street Bank and Trust Company (State Street, or the
transfer agent).
CHECK SERVICE
An investor may request in writing that the Fund establish a check service
("Check Service") with State Street as agent to draw against the investor's Fund
account. Upon receipt of such request, the Fund will provide checks ("Checks").
Checks may be made payable to the order of anyone in an amount of $500 or more.
Class M Shares held under retirement plans or IRAs are not eligible for the
Check Service. The Check Service is subject to State Street's customary rules
and regulations governing checking accounts, and the Fund and State Street each
reserve the right to change or suspend the Check Service. The Check Service may
be discontinued at any time or for any investor. The Check Service does not
create a checking or other bank account relationship between the shareholder and
State Street, the Fund or the Distributor.
When a Check is presented to State Street for payment, through normal banking
channels, State Street, as the investor's agent, causes the Fund to redeem at
the net asset value a sufficient number of full and fractional Class M Shares to
cover the amount of the Check. If there is an insufficient number of shares in
your account, the Check is marked insufficient funds and is returned unpaid to
the presenting bank. Checks will only clear State Street if drawn against funds
which have been invested for at least 15 days, except for wire investments.
Cancelled (paid) Checks are returned to you; however, this practice may be
discontinued in the future or a charge for such service may be imposed. By
requesting the Check Service, you agree to indemnify and hold harmless State
Street, the Fund, the Distributor and any of their agents from any liability for
honoring Checks or for effecting or facilitating redemptions pursuant to the
Check Service or for returning Checks which have not been accepted. The Check
Service enables you to receive the daily dividends declared on the shares to be
redeemed until the day that the Check is presented to State Street for payment.
Since the aggregate amount in your account changes each day because of the daily
dividend, you should not attempt to withdraw the full amount in your account by
using the Check Service.
The Fund reserves the right in its sole discretion to reject any purchase
order in whole or in part for any reason that it deems sufficient and to change
the minimum investment and subsequent purchases in the Fund.
No stock certificates will be issued unless specifically requested in writing
by an investor. Instead, an account will be established for each investor and
all shares purchased or received, including those obtained through reinvestment
of distributions, will be registered on the books of the Fund and credited to
such account.

RETIREMENT PLANS
Shares may be purchased in connection with all types of tax-deferred
retirement plans. Shares of one or more Series of the Trust may be purchased in
a single application establishing a single plan account.

NET ASSET VALUE AND TAXES
The net asset value of the Class M Shares is determined at 2:00 P.M. New York
time and as of the close of regular trading on the New York Stock Exchange (
"NYSE" ), on each day the NYSE is open. The NYSE is closed on the following
holidays (or the weekdays on which these holidays are celebrated when they fall
on a weekend): New Year's Day, President's Day, Martin Luther King, Jr. Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas. The Board of Trustees of the Trust (the "Board" or "Board of
Trustees" ) has determined that it is in the best interests of the Fund and its
shareholders to seek to maintain a stable net asset value per share, and that
the appropriate method for valuing portfolio securities of the Fund is the
amortized cost method, provided that such method continues to fairly reflect the
market-based net asset value per share. The Board shall continuously review this
method of valuation and make changes that may be necessary to assure that the
Fund's instruments are valued at their fair value as determined by the Board in
good faith.

<PAGE>

The Board of Trustees has determined that the Fund will comply with the
conditions of Rule 2a-7 under the 1940 Act regarding the amortized cost method
of valuing portfolio securities. Under Rule 2a-7, the Board is obligated, as a
particular responsibility within the overall duty of care owed to the Fund's
shareholders, to establish procedures reasonably designed, taking into account
current market conditions and the Fund's investment objectives, to stabilize the
net asset value per share of the Fund for purposes of distribution and
redemption, at $1.00 per share. These procedures include periodically
monitoring, as the Board deems appropriate, at such intervals as are reasonable
in light of current market conditions, the relationship between the net asset
value per share based upon the amortized cost method of valuation and the net
asset value per share based upon available indications of market value. The
Board will consider what steps should be taken, if any, in the event of a
difference of more than 1/2 of 1% between the amortized cost value and the
market value per share. The Board will take such steps as it considers
appropriate (e.g., redemption in kind, selling portfolio instruments prior to
maturity to realize capital gains or losses, shortening the average portfolio
maturity, withholding dividends, or utilizing a net asset value per share
determined by using market quotations) to minimize any material dilution or
other unfair results that might arise from differences between the net asset
value per share based upon the amortized cost method of valuation and the net
asset value per share based upon market value.
Rule 2a-7 requires that a dollar-weighted average portfolio maturity of not
more than 90 days, appropriate to the objective of maintaining a stable net
asset value of $1.00 per share, be maintained, and precludes the purchase of any
instrument with a remaining time to maturity of more than 397 calendar days.
However, the underlying securities used as collateral for repurchase agreements
are not subject to these restrictions, because a repurchase agreement is deemed
to have a maturity equal to the period remaining until the date on which the
repurchase of the underlying securities is deemed to occur. Should the
disposition of a portfolio security result in a dollar-weighted average
portfolio maturity of more than 90 days, the Fund will invest its available cash
in a manner that will reduce such average maturity to 90 days or less as soon as
reasonably practicable. Rule 2a-7 also requires the Fund to limit its
investments to instruments that the Board determines present minimal credit
risks and that have been given one of the two highest rating categories by
nationally recognized statistical rating organizations, or, in the case of
instruments that are not so rated, are of comparable quality as determined under
procedures established by the Board.
It is the normal practice of the Fund to hold portfolio securities to
maturity and realize their par values, unless a prior sale or other disposition
thereof is mandated by redemption requirements or other extraordinary
circumstances. A debt security held to maturity is redeemable by its issuer at
its principal amount plus accrued interest. Under the amortized cost method of
valuation traditionally employed by institutions for valuation of money market
instruments, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated daily yield on shares of the
Fund (computed by dividing the annualized daily income on the Fund's portfolio
by the net asset value computed as above) may tend to be higher than a similar
computation made by utilizing a method of valuation based upon market prices and
estimates. The Fund may, to a limited extent, engage in short-term trading to
attempt to take advantage of short-term market variations, or may dispose of a
portfolio security prior to its maturity if the Manager believes such
disposition advisable, or necessary to generate cash to satisfy redemptions. In
such cases, the Fund may realize a gain or loss.
Class M Shares are entitled to dividends as declared by the Board and, on
liquidation of the Fund, are entitled to receive their share of the net assets
of the Fund. Shareholders have no preemptive rights. The Trust's fiscal year
ends on December 31.
TAX STATUS
The Fund will be treated as a separate corporation for purposes of the
Internal Revenue Code of 1986, as amended (the "Code") (except for purposes of
the definitional requirements for regulated investment companies under Code
Section 851(a)). The Fund intends to pay dividends representing its investment
company taxable income within certain time periods specified in the Code and to
meet certain other requirements in order to qualify as a regulated investment
company under the Code. Since the Fund will distribute annually its investment
company taxable income, net capital gains, and capital gain net income, it will
not be subject to income or excise taxes otherwise applicable to undistributed
income of a regulated investment company. If the Fund were to fail to distribute
substantially all its income and gains, it would be subject to income tax and,
in certain circumstances, a 4% excise tax.
TAXATION OF SHAREHOLDERS
Dividends from net investment income and distributions from short-term
capital gains are taxable to shareholders as ordinary income. Dividends from the
Fund are not expected to qualify for the 70% dividends received deduction
available to corporate shareholders, nor is it expected that there will be any
long-term capital gains distributions.
Individuals and certain other non-exempt payees will be subject to a 31%
backup Federal withholding tax on dividends and other distributions from the
Fund, if the Fund is not provided with the shareholder's correct taxpayer
identification number and certification that the shareholder is not subject to
such backup withholding, or if the Internal Revenue Service notifies the Fund
that the shareholder has failed to report proper interest or dividends.

TRUSTEES AND OFFICERS OF THE TRUST
The trustees and officers of the Trust and their business affiliations for
the past five years are as follows:

Name, Address and Position With the Trust Principal Occupation During Past 5 Years
- ----------------- ----------------------- ----------------------------------------
Age
- ---

CLAIRE B. BENENSON Trustee Consultant on Financial Conferences The New School for Social
870 U.N. Plaza Research, Director of The Burnham Fund Inc. and Trustee of the
New York, NY 10017 Euclid Mutual Funds. Former Director of Financial Conferences and
(79) Chairman, Department of Business and Financial Affairs, The New
School for Social Research, President of the Money Marketeers of
New York University, Trustee of Simms Global Fund and Director of
Zweig Cash Fund Inc.

JAMES BALOG Trustee Retired; Director and Member of the Audit, Investment, Stock Option
2205 N.Southwinds and Compensation Committees of Transatlantic Holdings,
Blvd. Inc.(reinsurance); Director and Member of the Executive Committee
Vero Beach, FL of Elan, Plc (pharmaceuticals); Director and Member of the
32963 Executive and Investment & Credit Committees of Great West Life and
(69) 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 Advisors, L.P. and Chairman of
Lambert Brussels Capital Corporation (investments).

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

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

DONALD B. ROMANS Trustee President of Romans & Company, (private investors and financial
233 East Wacker Dr. consultants); Director of the Burnham Fund Inc. and Trustee of
Chicago, IL 60601 the Euclid Mutual Funds. Former Consultant to and Executive Vice
(67) President and Chief Financial Officer of Bally Manufacturing
Corporation, and Director of Zweig Cash Fund Inc.

<S> <C> <C>
MARTIN E. ZWEIG President Chairman of the Manager; Chairman of the Board and President of The
900 Third Avenue Zweig Total Return Fund, Inc. and The Zweig Fund, Inc.; President
New York, NY 10022 and Director of Zweig Total Return Advisors, Inc., Zweig Advisors
(55) Inc., Zweig-DiMenna International Managers, Inc., and Zweig
Securities Advisory Service Inc.; Consultant to (former Co-Chairman
of Research of) Avatar Investors Associates Corp.; Managing
Director of the Managing General Partner of Zweig-DiMenna Partners,
L.P. and Zweig-DiMenna Special Opportunities, L.P.; President and
Director of Gotham Advisors, Inc. and Euclid Advisors, Inc. ;
Member of the Undergraduate Executive Board of the Wharton School,
University of Pennsylvania. Former President of Zweig Cash Fund
Inc.and General Partner of Zweig Katzen Investors, L.P.

DAVID KATZEN Senior Vice President Senior Vice President of the Manager and Executive Vice President
900 Third Avenue of Euclid Advisors LLC; Vice President of Zweig Advisors, Inc. and
New York, NY 10022 Executive Vice President and Trustee of the Euclid Mutual Funds.
(40) Former Director of Quantitative Research at Avatar Investors
Associates, Corp.; Director of Equity Research for Zweig Total
Return Advisors, Inc.; Research Director of Zweig Advisors, Inc.;
and Vice President of The Zweig Fund, Inc. and ZZK Management, Inc.

BARRY MANDINACH First Vice President Executive Vice President of the Distributor, Senior Vice
900 Third Avenue President of the Manager and Euclid Advisors LLC. and First Vice
New York, NY 10022 President of the Euclid Mutual Funds.
(42)

CARLTON NEEL First Vice President First Vice President of the Manager; Former Vice President of
900 Third Avenue J.P. Morgan & Co., Inc.
New York, NY 10022
(30)

ALFRED J. RATCLIFFE First Vice President, First Vice President of the Manager and Euclid Advisors LLC. and
900 Third Avenue Treasurer, Principal First Vice President, Treasurer, Principal Accounting Officer
New York, NY 10022 Accounting Officer and Assistant Secretary of the Euclid Mutual Funds. Former Vice
(50) and Assistant Secretary President of The Bank of New York.

CHARLES I. LEONE First Vice President and First Vice President and Chief Financial Officer of the Manager
900 Third Avenue Assistant and Euclid Advisors LLC, First Vice President, Chief Financial
New York, NY 10022 Secretary Officer and Assistant Secretary of the Distributor and First
(36) Vice President and Assistant Secretary of the Euclid Mutual
Funds. Former Assistant Treasurer of Zweig Cash Fund Inc.
ANNEMARIE GILLY Vice President First Vice President of the Manager, the Distributor and Euclid
900 Third Avenue Advisors LLC. and First Vice President of the Euclid Mutual
New York, NY 10022 Funds. Former Vice President of Concord Financial Group.
(46)

JEFFREY LAZAR Vice President Vice President and Treasurer of The Zweig Fund, Inc. and The
900 Third Avenue Zweig Total Return Fund, Inc.; Vice President, Treasurer and
New York, NY 10022 Secretary of Zweig Advisors, Inc. and Zweig Total Return
(38) Advisors, Inc.

<S> <C> <C>
BETH ABRAHAM Assistant Vice President Assistant Vice President of The Manager and the Euclid Mutual
900 Third Avenue Funds. Former self-employed consultant to the mutual fund
New York, NY 10022 industry.
(42)

TOM DISBROW Assistant Vice President and Vice President of the Manager and Euclid Advisors LLC and
900 Third Avenue Assistant Treasurer Assistant Vice President and Assistant Treasurer of the Euclid
New York, NY 10022 Mutual Funds
(32)

MARC BALTUCH Secretary First Vice President of the Manager and Euclid Advisors LLC;
900 Third Avenue First Vice President, Director, Chief Compliance Officer and
New York, NY 10022 Secretary of the Distributor.; Director and Vice President of
(52) Watermark Securities, Inc.; Assistant Secretary of Gotham
Advisors, Inc., Zweig Total Return Advisors, Inc. and Zweig
Advisors and Secretary of the Euclid Mutual Funds. Former
Secretary of Zweig Cash Fund Inc.
</TABLE>

*DESIGNATES A TRUSTEE WHO IS AN INTERESTED PERSON OF THE TRUST WITHIN THE
MEANING OF THE 1940 ACT.

Set forth below is a table showing the compensation of the Board of
Trustees:

Aggregate Compensation Total Compensation from the
Name of Person, Position from the Trust Trust Paid to the Trustees
- ------------------------ --------------- ---------------------------
<S> <C> <C>
James Balog, Trustee $12,000 $12,000

Claire B. Benenson, Trustee 17,250 17,250
S. Leland Dill, Trustee 17,250 17,250
Eugene J. Glaser, Chairman, Chief 0 0
Executive Officer and Trustee
Donald B. Romans, Trustee 17,250 17,250

</TABLE>

Those trustees and officers of the Trust who are affiliated with the
Distributor or the Manager are not separately compensated for their services as
trustees or officers of the Trust. The Trust pays each of its disinterested
trustees a fee of $5,000 per year, plus $1,500 per meeting attended in-person
($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 Series,
plus $1,000 for each Series per year. For the fiscal year ended December 31,
1997, the fees and expenses of disinterested trustees, as a group, were $71,577.
As of April 27, 1998, except for Dr. Zweig, the trustees and officers of the
Trust, as a group, owned less than 1% of any Series of the Trust.
Trustees may be removed at any meeting of shareholders by a vote of
two-thirds of the outstanding shares of the Trust. Except as set forth above,
the trustees shall continue to hold office and may appoint their successors.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of April 23, 1998, to the Trust's knowledge, except for Dr.
Martin E. Zweig (900 Third Avenue, New York, N.Y. 10022) and members of
his immediate family who own 10.98%, and Eastern Friars, and Western
Asset, both of whom are c/o Special Processing Dept., One Wall Street,
5th Floor, New York, NY Government 10005-2501, and owned of record
13.26% and 17.38%, respectively, of Zweig Government Cash Fund Class M
Shares; no person was the record or beneficial owner of 5% or more of
the outstanding voting shares of Zweig Government Cash Fund Class M
Shares.

<PAGE>

INVESTMENT MANAGEMENT AND OTHER SERVICES
THE MANAGEMENT AGREEMENT
The Trust and the Manager entered into an amended management agreement, dated
April 29, 1994 (the "Management Agreement"), pursuant to which the Manager
reviews the portfolio of securities and investments of each Series, and advises
and assists each Series with respect to the selection, acquisition, holding or
disposal of securities and makes recommendations with respect to other aspects
and affairs of each Series. The Board of Trustees considered and approved the
adoption of the Management Agreement with respect to the Fund at a meeting held
on December 14, 1993. The initial shareholders of the Fund approved the
Management Agreement on April 25, 1994. The continuance of the management
agreement was last approved by the Trustees on June 26, 1997. The Manager also
furnishes the Trust with certain administrative services, office space and
equipment, and permits its officers and employees who may be elected trustees or
officers of the Trust to serve in the capacities to which they are elected.
The Management Agreement will continue in effect from year to year if
specifically approved annually by a majority of the Board of Trustees who are
not parties to such contract or interested persons of any such party. The
Management Agreement may be terminated without penalty by either of the parties
on 60 days' written notice and must terminate in the event of its assignment.
The Management Agreement provides that the Manager is liable only for its
acts or omissions caused by its willful misfeasance, bad faith, or gross
negligence in the performance of its duties or reckless disregard of its
obligations under the Management Agreement. The Management Agreement permits the
Manager to render services to others and to engage in other activities.
The Manager is paid a management fee equal to 0.50% per annum of the average
daily net assets of the Fund. The Trust currently pays the Manager for its
services pursuant to the Management Agreement a monthly fee at the annual rate
of 0.60% of the average daily net assets of the Zweig Government Fund, 0.75% of
the average daily net assets of Zweig Strategy Fund and Zweig Growth & Income
Fund and 1.00% of the average daily net assets of Zweig Appreciation Fund, Zweig
Managed Assets and Zweig Foreign Equity Fund.
The Manager has voluntarily undertaken to limit expenses of the Fund
(exclusive of taxes, interest, brokerage commissions and transaction costs,
certain distribution fees described below and extraordinary expenses) until
April 30, 1999 to 0.35% of its average net assets. These expense reimbursements,
if any, are reconciled and paid on a monthly basis to the Trust.
The Manager may draw upon the resources of the Distributor and its qualified
affiliates in rendering its services to the Trust. The Distributor or its
affiliates may provide the Manager (without charge to the Trust) with investment
information and recommendations that may serve as the principal basis for
investment decisions with respect to certain Series of the Trust.
The Manager has adopted a Code of Ethics (the "Code") that requires all
persons subject to the Code to pre-clear any proposed non-exempt personal
securities transaction. Permission for any proposed transaction will be granted
provided it is determined that such would not negatively impact activity in
client accounts. In the event that a client of the Manager's affiliates also
owns such security, or its proposed that such client purchase such security,
available investments or opportunities for sales will be allocated in a manner
deemed to be equitable by the Manager.

THE DISTRIBUTOR AND DISTRIBUTION PLANS
Pursuant to its Distribution Agreement with the Trust (the "Distribution
Agreement"), Zweig Securities Corp. acts as distributor of the Trust's shares.
The Trust has adopted a separate Rule 12b-1 Plan for the Class M Shares (the
"Class M Plan"), which is described in the Prospectus under the heading
"Organization and Management - The distributor". The continuance and amendment
of the Distribution Agreement was last approved by the Trustees on June 26,
1997.
The Trust has also adopted a distribution plan for the Class A and Class C
Shares and for the Class B Shares of each Series of the Trust (the "Class A and
C and Class B Plans"), including the Class A and C and Class B Shares of the
Fund, in accordance with Rule 12b-1 under the 1940 Act, to compensate the
Distributor for the services it provides and for the expenses it bears under the
Distribution Agreement. Each class of shares subject to the Class A and C and
Class B Plans pays a service fee at the rate of 0.25% per annum of the daily
average net assets of such class and a distribution fee based on average daily
net assets at the following rates: for Class A Shares 0.05% per annum; for Class
B Shares - 0.75% per annum and for Class C Shares - 0.05% per annum.
A report of the amounts expended under the Class M Plan and the Class A and C
and Class B Plans (collectively, the "Plans") must be made to the Board of
Trustees and reviewed by the Board at least quarterly. In addition, the Plans
provide that they may not be amended to increase materially the costs which the
Trust may bear for distribution pursuant to the Plans without shareholder
approval and that other material amendments to the Plans must be approved by a
majority of the Board, including a majority of the Board who are neither
interested persons

<PAGE>

of the Trust (as defined in the 1940 Act) nor have any direct
or indirect financial interest in the operation of the Plans (the "Qualified
Trustees"), by vote cast in person at a meeting called for the purpose of
considering such amendments.
The Plans are subject to annual approval by a majority of the Board of
Trustees, including a majority of the Qualified Trustees, by vote cast in person
at a meeting called for the purpose of voting on the Plans. The Plans are
terminable at any time by vote of a majority of the Qualified Trustees or, with
respect to any Class of a Series, by vote of a majority of the shares of such
Class. Pursuant to the Plans, any new trustees who are not interested persons
must be nominated by existing trustees who are not interested persons. If the
Plans are terminated (or not renewed) with respect to one or more Classes of
shares, they may continue in effect with respect to any Class or Series as to
which they have not been terminated (or have been renewed).
Because all amounts paid pursuant to the Plans are paid to the Distributor,
the Distributor and its officers, directors and employees, all may be deemed to
have a direct or indirect financial interest in the operation of the Plans. None
of the Trustees who is not an interested person of the Trust has a direct or
indirect financial interest in the operation of the Plans.
Benefits from the Plans may accrue to the Trust and its shareholders from the
growth in assets due to sales of shares to the public pursuant to the Plans.
Increases in a Series' net assets from sales pursuant to its Plan may benefit
shareholders by reducing per share expenses, permitting increased investment
flexibility and diversification of the Series' assets, and facilitating
economies of scale (e.g., block purchases) in the Series' securities
transactions. Under their terms, the Plans will continue from year to year,
provided that such continuance is approved annually by a vote of the Trustees in
the manner described above.
The continuance of the Plan was last approved by the Board of Trustees,
including a majority of the Qualified Trustees, at a meeting held on June 26,
1997. The adoption of the Class M Plan was approved by the Board of Trustees at
a meeting held on December 14, 1993, and was approved by the initial
shareholders of the Class M Shares on April 25, 1994. Prior to approving the
continuance of the Plan and the adoption of the Class M Plan, the Board
requested and received from the Distributor all the information which it deemed
necessary to arrive at an informed determination as to such continuance and
adoption of the Plans. In making its determination to continue the Plan and
adopt the Class M Plan, the Board considered, among other factors: (1) the
Trust's experience under the Plan and the previous Rule 12b-1 Plan for the Class
A Shares of the Trust, and whether such experience indicates that the Plans
would operate as anticipated; (2) the benefits the Trust had obtained under the
Plan and the previous Class A Rule 12b-1 Plan and would be likely to obtain
under the Plans; (3) what services would be provided under the Plans by the
Distributor to the Trust and its shareholders; and (4) the reasonableness of the
fees to be paid to the Distributor for its services under the Plans. Based upon
its review, the Board, including each of the Qualified Trustees, determined that
the continuance of the Plan and the adoption of the Class M Plan would be in the
best interest of the Trust, and that there was a reasonable likelihood that the
Plans would benefit the Trust and its shareholders. In the Board's quarterly
review of the Plans, they will consider their continued appropriateness and the
level of compensation provided therein.
The Board of Trustees has also adopted a Rule 18f-3 Multi-Class Share Plan
permitting the issuance of shares in multiple classes.
The Trust acknowledges that it has obtained its name by consent of Dr. Martin
E. Zweig and agrees that if (i) the Manager should cease to be the Trust's
investment Manager or (ii) if Dr. Zweig should no longer be affiliated with the
Manager, the Trust, upon request of Zweig Securities Corp. or Dr. Zweig, shall
submit to the Trustees for their vote a proposal to delete the word Zweig from
its name and cease to use the name Zweig Series Trust or any component or
combination thereof or any name deceptively similar thereto, and indicate on all
letterheads and other promotional material that the Manager is no longer the
Trust's investment Manager or that Dr. Zweig is no longer affiliated with the
Manager, as the case may be. The Trust has agreed that Dr. Zweig or Zweig
Securities Corp. or any of its successors or assigns may use or permit the use
of the word Zweig, alone or with any other words, for, by or in connection with
any other entity or business, other than the Trust and its business, whether or
not the same directly or indirectly competes or conflicts with the Trust or its
business in any manner.
CUSTODIAN, FUND ACCOUNTING AGENT, TRANSFER AGENT AND DIVIDEND PAYING AGENT
The Bank of New York, 48 Wall Street, New York, New York 10015 serves as
custodian and fund accounting agent, and State Street Bank and Trust Company,
P.O. Box 8505, Boston, Massachusetts 02260-8505, serves as the transfer agent
and dividend paying agent for the Trust.
For the convenience of shareholders, the transfer agent maintains in book
account form the records of shares owned by Trust shareholders. Shareholders may
request that the transfer agent issue to them certificates representing their
ownership of Trust shares.

<PAGE>

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P., 1301 Avenue of the Americas, New York, New York
10019, serves as independent accountants for the Trust. In addition to reporting
annually on the financial statements of the Trust, the Trust's accountants also
review certain filings of the Trust with the Securities and Exchange Commission.
COUNSEL
Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022, is
counsel to the Trust. The firm also acts as counsel to the Manager and the
Distributor.

PORTFOLIO TRANSACTIONS
The Manager places orders for the purchase and sale of securities for the
Zweig Government Cash Fund. All of the Zweig Government Cash Fund's portfolio
transactions are principal transactions with major dealers in money market
instruments, on which no brokerage commission is paid. Purchases from or sales
to dealers serving as market-makers include the spread between the bid and asked
prices. Transactions are allocated to various dealers according to the best
judgment of the Manager and in a manner deemed fair and reasonable to
shareholders. The primary consideration is prompt and effective execution of
orders at the most favorable price. Subject to this consideration, dealers who
provide supplemental investment research, statistical or other services to the
Manager may receive orders for transactions by the Fund. Information so received
will enable the Manager to supplement its own research and analysis with the
views and information of other securities firms. Such information may be useful
and of value to the Manager in servicing other clients as well as the Trust;
conversely, information obtained by the Manager in servicing other clients may
be useful and of value to the Manager in servicing the Trust.

YIELD AND PERFORMANCE INFORMATION
From time to time, the Trust determines a current yield and effective yield
for the shares of the Fund. The Trust will include performance data for Class M
Shares, Class A Shares, Class B Shares, Class C Shares and Class I Shares of the
Fund in its advertisements, sales literature and other information distributed
to the public that includes performance data of the Fund. For a further
discussion of how the Trust calculates yield, see "Performance Information" in
the Prospectus.
The effective yield is an annualized yield based on a compounding of the
unannualized base period return. These yields are each computed in accordance
with a standard method prescribed by the rules of the Commission, by first
determining the net change in account value for a hypothetical account having a
share balance of one share at the beginning of a seven-day period (the beginning
account value ). The net change in account value equals the value of additional
shares purchased with dividends from the original share and dividends declared
on both the original share and any such additional shares. The unannualized base
period return equals the net change in account value divided by the beginning
account value. Realized gains or losses or changes in unrealized appreciation or
depreciation are not taken into account in determining the net change in account
value.
The yields are then calculated as follows
Current Yield = Net Change in Account Value X 365
---------------------------- ---
Beginning Account Value 7
Effective Yield = [(1 + Base Period Return) 365/7 ] - 1
For the seven days ended December 31, 1997, the effective (compounded) and
current yields of the Class M Shares of the Fund, were 5.29% and 5.42%,
respectively.
The Fund also may include in its advertisements data from Age Wave, Inc.; the
American Association of Retired Persons; BARRON'S; BUSINESS WEEK;
CDA/Wiesenberger Investment Companies Service; Dalbar Surveys; DONOGHUE'S MONEY
FUND REPORT; FINANCIAL PLANNING; FINANCIAL WORLD; FORBES; FORTUNE; HULBERT
FINANCIAL DIGEST; Ibbotson Associates; INDIVIDUAL INVESTOR; INVESTMENT ADVISOR;
INVESTORS BUSINESS DAILY; THE LISCIO REPORT; Lipper Analytical Services, Inc.;
Micropal Inc.; MONEY; MORNINGSTAR MUTUAL FUNDS; MUTUAL FUND FORECASTER; MUTUAL
FUNDS MAGAZINE; The National Center for Education Statistics; THE NEW YORK
TIMES; The Philatelic Foundation; SMART MONEY; USA TODAY; U.S. NEWS & WORLD
REPORT; THE WALL STREET JOURNAL; WORTH and other industry publications.

REGISTRATION STATEMENT
This Statement of Additional Information and the Prospectus do not contain
all the information included in the Registration Statement filed with the
Commission under the Securities Act of 1933 with respect to the securities
offered by the Prospectus. The Registration Statement, including the exhibits
filed therewith, may be examined at the office of the Commission in Washington,
D.C.
Statements contained in this Statement of Additional Information and the
Prospectus as to the contents of any contract or other document are not complete
and, in each instance, reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement of which this
Statement of Additional Information and the Prospectus form a part, each such
statement being qualified in all respects by such reference.

<PAGE>

FINANCIAL STATEMENTS
The audited financial statements of Zweig Government Cash Fund for the year
ended December 31, 1997 and the report of the Trust's independent accountants in
connection therewith are included in the 1997 Annual Report to Shareholders of
the Trust, which is incorporated by reference into this Statement of Additional
Information.