ZWEIG SERIES TRUST, DEFS14A, 1999-01-19

ZWEIG SERIES TRUST
DEFS14A, 1999-01-19

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<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>

Zweig Series Trust

- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

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

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

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

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

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

(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------
(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

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

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

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

(3) Filing Party:

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

(4) Date Filed:
<PAGE> 2

ZWEIG SERIES TRUST

900 THIRD AVENUE, NEW YORK, NEW YORK 10022

January 19, 1999

DEAR FELLOW SHAREHOLDERS:

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

Attached are the Notice and Proxy Statement for the Special Meeting which
describe a number of matters on which you, the Shareholders, are being asked to
vote: (1) approval of new investment management and sub-advisory servicing
agreements for the Zweig Funds; (2) election of Trustees; and (3) ratification
of the selection of independent public accountants. THE ZWEIG FUNDS' BOARD
UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THESE PROPOSALS.

The proposed acquisition offers the following opportunities for Zweig
Funds' shareholders:

- Continuity of each Fund's objective, policies, investment style and
portfolio manager.

- No increase in fee rates payable by the Zweig Funds.

- Increased distribution capabilities.

- Business synergies between the two organizations, including increased
product diversification, global brand enhancement and broadened
geographic coverage.

YOUR VOTE IS IMPORTANT. PLEASE TAKE A MOMENT NOW TO SIGN AND RETURN YOUR
PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. If we do not hear from you
after a reasonable amount of time, you may receive a telephone call from our
proxy solicitor, Shareholder Communications Corporation, reminding you to vote
your shares. You may vote electronically or by touch-tone telephone. IF YOU HAVE
ANY QUESTIONS CONCERNING THE PROPOSALS TO BE CONSIDERED AT THE SPECIAL MEETING
ON FEBRUARY 25, 1999, PLEASE CONTACT SHAREHOLDER COMMUNICATIONS CORPORATION AT
1-800-401-3439. Thank you.

Sincerely,

EUGENE J. GLASER
Chairman and Chief Executive Officer
<PAGE> 3

ZWEIG SERIES TRUST

900 THIRD AVENUE, 31ST FLOOR
NEW YORK, NY 10022

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

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

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

January 19, 1999

To the Shareholders:

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

<TABLE>
<S> <C>
ZWEIG STRATEGY FUND ZWEIG FOREIGN EQUITY FUND
ZWEIG APPRECIATION FUND ZWEIG GOVERNMENT FUND
ZWEIG GROWTH & INCOME FUND ZWEIG GOVERNMENT CASH FUND
ZWEIG MANAGED ASSETS
</TABLE>

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

1. a) To approve a new investment management agreement with
Zweig/Glaser Advisers on the same terms as the current agreement.

b) To approve a new sub-advisory servicing agreement with Zweig
Consulting LLC.

2. To elect Trustees.

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

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

By Order of the Board of Trustees

EUGENE J. GLASER
Chairman and Chief Executive Officer
<PAGE> 4

ZWEIG SERIES TRUST

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

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

<TABLE>
<S> <C>
ZWEIG STRATEGY FUND ZWEIG FOREIGN EQUITY FUND
ZWEIG APPRECIATION FUND ZWEIG GOVERNMENT FUND
ZWEIG GROWTH & INCOME FUND ZWEIG GOVERNMENT CASH FUND
ZWEIG MANAGED ASSETS
</TABLE>

INTRODUCTION

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Zweig Series Trust (the "Board") for voting
at the special meeting of shareholders of each Fund named above (the "Zweig
Funds") to be held at 10:00 a.m. (local time) on Thursday, February 25, 1999 at
the offices of the Zweig Funds at 900 Third Avenue, New York, NY 10022 and at
any and all adjournments thereof (the "Meeting"), for the purposes set forth in
the accompanying Notice of Special Meeting of Shareholders dated January 19,
1999.

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

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

Each valid proxy will be voted in accordance with your instructions and as
the persons named in the proxy determine on such other business as may come
before the Meeting. If no instructions are given, the proxy will be voted FOR
approval of the new investment management agreement and the new servicing
agreement, FOR the nominees for election as Trustees and FOR the selection of
PricewaterhouseCoopers LLP as independent accountants for the Zweig Funds.
Shareholders who execute proxies may revoke them at any time before they are
voted, either by writing to the Fund or in person at the Meeting. Proxies given
by telephone or electronically transmitted instruments may be counted if
obtained pursuant to procedures designed to verify that such instructions have
been authorized.

The Board recommends an affirmative vote on all items set forth in this
proxy statement. This proxy statement was first mailed to shareholders on or
about January 19, 1999.

THE SHAREHOLDERS OF EACH FUND VOTE UPON THREE ITEMS

Approval of ITEM 1A and 1B requires the affirmative vote of a "majority of
the outstanding voting securities" of each Fund. As defined in the Investment
Company Act of 1940, as amended (the "Investment Company Act"), the term
"majority of the outstanding voting securities" for each Fund means: the lesser
of (i) 67% or more of the voting securities of the Fund present at the meeting
if more than 50% of the outstanding shares of the Fund are present in person or
by proxy or (ii) more than 50% of the outstanding shares of the Fund. Election
of each Trustee, ITEM 2, requires a plurality of the votes of all the
shareholders of the Zweig Funds. Approval of ITEM 3 requires the affirmative
vote of more than 50% of the votes cast at the meeting (either in person or by
proxy). On Item 1a and 1b each Fund will vote separately. In order for either

<PAGE> 5

Item 1a or 1b to be approved both must be approved. On Item 2 and Item 3, the
shareholders of the Zweig Funds will vote together and not by Fund. No Item is
being submitted for a vote by any class of the Zweig Funds. All shareholders of
the Zweig Funds vote on all Items.

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

<TABLE>
<CAPTION>
FUND TOTAL FUND SHARES TOTAL DOLLAR VALUE
- ---- ----------------- ------------------
<S> <C> <C>
Zweig Strategy Fund................................. 61,796,608 $916,793,595
Zweig Appreciation Fund............................. 29,544,829 $475,818,546
Zweig Growth & Income Fund.......................... 3,033,811 $ 40,616,040
Zweig Managed Assets................................ 41,597,641 $586,759,695
Zweig Foreign Equity Fund........................... 687,109 $ 8,485,636
Zweig Government Fund............................... 4,493,326 $ 46,912,575
Zweig Government Cash Fund.......................... 94,800,010 $ 94,800,010
</TABLE>

THE REASON FOR THE MEETING

Zweig/Glaser Advisers is the investment manager for each of the Zweig
Funds. Phoenix Investment Partners, Ltd., a Delaware corporation ("Phoenix"),
entered into an agreement dated as of December 15, 1998 (the "Acquisition
Agreement") with Zweig/Glaser Advisers, Euclid Advisors LLC, Zweig Advisors
Inc., Zweig Total Return Advisors, Inc. and Zweig Securities Corp.
(collectively, the "Zweig Group") and the equityholders of the Zweig Group.
Pursuant to the Acquisition Agreement, the Zweig Group will be acquired by
Phoenix (the "Acquisition").

Phoenix is a large, diversified financial services organization and is a
60% owned subsidiary of Phoenix Home Life Mutual Insurance Company. Through its
operating subsidiaries and affiliates, Phoenix provides a variety of investment
products and services to investors throughout the United States and abroad.
Phoenix provides management, administrative and distribution services for 54
mutual funds, as well as individual and institutional clients. As of December
31, 1998, Phoenix had over $53 billion in assets under management. The Phoenix
mutual funds are distributed through a network of broker-dealers, financial
planners and investment advisers. Phoenix is headquartered in Hartford,
Connecticut, and its common stock is listed on the New York Stock Exchange.

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

After completion of the Acquisition, Phoenix may determine to cause some or
all of the following investment advisers, Zweig/Glaser Advisers, Euclid Advisors
LLC, Zweig Advisors Inc. and Zweig Total Return Advisors, Inc., to be merged or
otherwise combined into a single existing or newly-created wholly owned
subsidiary of Phoenix that is or would be a registered investment adviser.
Although such a merger or combination may involve a transfer of the Management
Agreement and the Servicing Agreement to such

2
<PAGE> 6

subsidiary, such a transfer would not involve a change in the identity of the
persons in control of the investment adviser or sub-adviser to the Zweig Funds
and, therefore, should not constitute an "assignment" resulting in the automatic
termination of the Management Agreement and the Servicing Agreement. However, in
order to avoid any question, the approval by shareholders of each of the Zweig
Funds of the Management Agreement and the Servicing Agreement at the Meeting
will also be deemed to constitute approval of the continuation of the Management
Agreement and the Servicing Agreement with any subsidiary of Phoenix that
becomes the successor to Zweig/Glaser Advisers.

ITEM 1. NEW INVESTMENT MANAGEMENT AGREEMENT AND SERVICING AGREEMENT

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

Zweig/Glaser Advisers acts as investment adviser, conducts and maintains a
continuous review of each Fund's portfolio of securities and investments, and
advises and assists each Fund with respect to the selection, acquisition,
holding and disposal of securities. In so doing, Zweig/Glaser Advisers shall be
guided by the investment objectives and policies of each Fund as delineated and
limited by the Registration Statement on Form N-1A filed with the Securities and
Exchange Commission (the "SEC"), as amended from time to time, by policies
adopted by the Board and by the provisions of the Investment Company Act and the
rules promulgated thereunder, so that at all times each Fund shall be in
compliance with its policies and the provisions of the Investment Company Act.

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

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

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

The Zweig Funds assume and pay, or reimburse Zweig/Glaser Advisers for, all
expenses incurred in the operation of the Zweig Funds. The Zweig Funds bear the
cost of and pay all interest, taxes, fees and
3
<PAGE> 7

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

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

<TABLE>
<S> <C>
Zweig Strategy Fund......................................... .75%
Zweig Appreciation Fund..................................... 1.00%
Zweig Growth & Income Fund.................................. .75%
Zweig Managed Assets........................................ 1.00%
Zweig Foreign Equity Fund................................... 1.00%
Zweig Government Fund....................................... .60%
Zweig Government Cash Fund.................................. .50%
</TABLE>

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

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

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

Unless sooner terminated, the new Management Agreement continues in effect
with regard to each Fund for an initial term ending two years from the date of
the consummation of the Acquisition, and may continue thereafter from year to
year if specifically approved at least annually by vote of "a majority of the
outstanding voting securities" of such Fund, as defined under the Investment
Company Act, or by the Board, and, in either event, the vote of a majority of
the Trustees who are not "interested persons", cast in person at a meeting
called for such purpose.

4
<PAGE> 8

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

<TABLE>
<CAPTION>
FOR YEAR ENDED DECEMBER 31, 1998
-------------------------------------------------------
MANAGEMENT BROKERAGE PAID TO PERCENTAGE OF FUND'S
FUND FEES ZWEIG SECURITIES TOTAL BROKERAGE
- ---- ---------- ----------------- --------------------
<S> <C> <C> <C>
Zweig Strategy Fund........................... $8,625,971 $262,065 11.87%
Zweig Appreciation Fund....................... 5,478,055 353,688 23.74%
Zweig Growth & Income Fund.................... 303,824* 82 0.08%
Zweig Managed Assets.......................... 5,677,160 55,105 6.55%
Zweig Foreign Equity Fund..................... 66,869** 0 0
Zweig Government Fund......................... 249,834 0 0
Zweig Government Cash Fund.................... 433,374*** 0 0
</TABLE>

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

* Before expense reimbursement of $13,761.

** Before expense reimbursement of $148,672.

*** Before expense reimbursement of $296,836.

Zweig/Glaser Advisers has acted as investment manager for each Fund since
the later of September 2, 1989, when Zweig/Glaser Advisers was formed, or when
each Fund was formed. Also shown below is the date when the current Management
Agreement was last approved by the shareholders of each Fund and continued by
the Trustees.

<TABLE>
<CAPTION>
APPROVAL OF CURRENT
COMMENCEMENT AGREEMENT BY
OF INVESTMENT ------------------------
FUND OPERATIONS TRUSTEES SHAREHOLDERS
- ---- ------------- -------- ------------
<S> <C> <C> <C>
Zweig Strategy Fund.................................... 12/29/89 6/23/98 4/19/96
Zweig Appreciation Fund................................ 10/7/91 6/23/98 4/19/96
Zweig Managed Assets................................... 2/8/93 6/23/98 4/19/96
Zweig Growth & Income Fund............................. 11/26/96 6/23/98 11/1/96
Zweig Foreign Equity Fund.............................. 11/24/97 6/23/98 11/21/97
Zweig Government Fund.................................. 3/25/85 6/23/98 4/19/96
Zweig Government Cash Fund............................. 5/1/94 6/23/98 4/19/96
</TABLE>

DR. MARTIN E. ZWEIG AND THE SERVICING AGREEMENT

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

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

Pursuant to the Servicing Agreement, Dr. Zweig and his Associates agree to
continue to devote their skill and time, consistent with the practices of Dr.
Zweig and his Associates prior to the closing of the Acquisition, to the
business and affairs of the Advisers and to the promotion of the Advisers'
interests, in particular,

5
<PAGE> 9

performing asset allocation research and analysis and providing advice thereon
at a level and in a manner consistent with the past practices of Dr. Zweig and
his Associates and the Advisers (the "Services"). Zweig agrees not to provide
Services to any "competing business". The Advisers and Zweig have agreed to
mutual confidentiality provisions pursuant to the Servicing Agreement.

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

The Advisers agree, on a joint and several basis, to pay Zweig on a monthly
basis, an annual consulting fee of $2,500,000 ("Consulting Fees"). The
Consulting Fees shall be allocated among the Advisers based on the assets of the
investment companies managed by each of the Advisers. Zweig also receives
research benefits along with the Advisers from the brokerage transactions for
the clients' accounts by the Advisers in accordance with the provisions of
Section 28(e) of the 1934 Act. The Zweig Funds will not incur any new or
additional costs due to the Servicing Agreement.

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

INFORMATION CONCERNING PHOENIX

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

6
<PAGE> 10

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

<TABLE>
<CAPTION>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ---------------- --------------------
<S> <C>
Philip R. McLoughlin.............. Chairman of the Board and Chief Executive Officer of Phoenix
since May 1997. Before that, Mr. McLoughlin was Vice
Chairman of the Board and Chief Executive Officer of
Phoenix. He has also been a Director of Phoenix Home Life
since February 1994 and has been employed by Phoenix Home
Life as Executive Vice President - Investment since December
1988. In addition, Mr. McLoughlin serves as President of
Phoenix Equity Planning Corporation ("PEPCO"), Chairman of
Phoenix Investment Counsel, Inc. and Chairman and Chief
Executive Officer of National Securities & Research
Corporation. He also is a member of the Board of Directors
of Duff & Phelps Utilities Tax-Free Income Inc. and Duff &
Phelps Utility and Corporate Bond Trust, Inc. Mr. McLoughlin
also serves as President and as a Director or Trustee of the
Phoenix Funds, Phoenix Duff & Phelps Institutional Mutual
Funds and Phoenix-Aberdeen Series Fund. He is also a
Director of PM Holdings, Phoenix Charter Oak Trust Company,
The World Trust, a Luxembourg closed-end fund, The Emerging
World Trust Fund, a Luxembourg closed-end fund, and PXRE
Corporation, a publicly traded corporation, and its wholly
owned subsidiary, PXRE Reinsurance Company.
Calvin J. Pedersen................ A member of the Board of Directors of Phoenix since 1992 and
President of Phoenix since July 1993. From January 1992 to
July 1993, Mr. Pedersen served as an Executive Vice
President of Phoenix. Mr. Pedersen was also an Executive
Vice President of Duff & Phelps, Inc., the former parent of
Phoenix's operating subsidiaries, from 1988 until its
dissolution in 1992. Mr. Pedersen is also President and
Chief Executive Officer of Duff & Phelps Utilities Income
Inc., Duff & Phelps Utilities Tax-Free Income Inc., and Duff
& Phelps Utility and Corporate Bond Trust Inc. and serves as
a Director or Trustee of the Phoenix Funds, Phoenix Duff &
Phelps Institutional Mutual Funds and Phoenix-Aberdeen
Series Fund.
Michael E. Haylon................. Executive Vice President of Phoenix since November 1, 1995.
From February 1993 to November 1, 1995, Mr. Haylon was
Senior Vice President Securities Investments of Phoenix Home
Life. Mr. Haylon is also President of Phoenix Investment
Counsel, Inc., Executive Vice President of National
Securities & Research Corporation and Executive Vice
President of the Phoenix Funds, Phoenix Duff & Phelps
Institutional Mutual Funds and Phoenix-Aberdeen Series Fund.
Mr. Haylon also serves as a member of the Board of Directors
of Phoenix Investment Counsel, Inc., PEPCO and National
Securities & Research Corporation.
John F. Sharry.................... Executive Vice President of Phoenix since January 1998. From
1995 through 1997 Mr. Sharry was Managing Director, Retail,
Phoenix Equity Planning Corporation. Mr. Sharry is also
Executive Vice President of the Phoenix Funds and
Phoenix-Aberdeen Series Fund. Previously Mr. Sharry was
Managing Director and National Sales Manager of Putnam Funds
from December 1992 through 1994.
Thomas N. Steenburg............... Senior Vice President of Phoenix since January 1999. From
1995 through 1998 Mr. Steenburg was Vice President and
Counsel of Phoenix, and from 1991 through 1994 he was
Counsel to Phoenix Home Life Mutual Insurance Company. He is
Vice President and Counsel to PEPCO.
</TABLE>

7
<PAGE> 11

<TABLE>
<CAPTION>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ---------------- --------------------
<S> <C>
Mr. Steenburg also serves as General Counsel to Seneca
Capital Management LLC and to Roger Engemann & Associates,
Inc., and as Executive Vice President of Duff & Phelps
Investment Management Co. Mr. Steenburg serves as Secretary
or Assistant Secretary to each of the Phoenix Funds,
Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds, Phoenix-Seneca Funds,
Phoenix-Engemann Funds, Duff & Phelps Utilities Tax-Free
Income Inc. and Duff & Phelps Utility and Corporate Bond
Trust Inc.
William R. Moyer.................. Senior Vice President and Chief Financial Officer of Phoenix
since 1995. Mr. Moyer is also the Chief Financial Officer
and a Senior Vice President of PEPCO, National Securities &
Research Corporation and Phoenix Investment Counsel, Inc. In
addition, Mr. Moyer also serves as Treasurer of National
Securities & Research Corporation and Phoenix Investment
Counsel, Inc. Mr. Moyer also is a Vice President of each of
the Phoenix Funds, the Phoenix-Aberdeen Series Fund and the
Phoenix Duff & Phelps Institutional Mutual Funds.
</TABLE>

INFORMATION CONCERNING THE ACQUISITION

Zweig/Glaser Advisers, Euclid Advisors LLC, Zweig Advisors Inc., Zweig
Total Return Advisors, Inc. and Zweig Securities Corp. (collectively, the "Zweig
Group") and the equityholders of the Zweig Group entered into an Acquisition
Agreement with Phoenix dated as of December 15, 1998. The Acquisition Agreement
provides that the purchase price for the Zweig Group is to be $135 million,
which is subject to upward and downward price adjustments that could cause the
present value (at a 12% discount rate) of the ultimate purchase price as of the
closing date to be as much as $164 million.

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

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

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

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

8
<PAGE> 12

USE OF THE ZWEIG NAME

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

Phoenix has agreed with the Board that the Zweig Funds may continue to use
the Zweig mark in the names of the Funds after the Acquisition as long as the
new Management Agreement remains in effect. Phoenix and the Board have also
agreed that, after the Acquisition, the Board would change the name of the
"Zweig Series Trust" to "Phoenix-Zweig Trust". Pursuant to the Agreement and
Declaration of Trust of the Zweig Series Trust, the Board is authorized to make
name changes for the Trust and the Zweig Funds. The Board also agreed to change
the name of each of the Zweig Funds as indicated below.

<TABLE>
<CAPTION>
FROM TO
- ---- --
<S> <C>
Zweig Strategy Fund Phoenix-Zweig Strategy Fund
Zweig Appreciation Fund Phoenix-Zweig Appreciation Fund
Zweig Growth & Income Fund Phoenix-Zweig Growth & Income Fund
Zweig Managed Assets Phoenix-Zweig Managed Assets
Zweig Foreign Equity Fund Phoenix-Zweig Foreign Equity Fund
Zweig Government Fund Phoenix-Zweig Government Fund
Zweig Government Cash Fund Phoenix-Zweig Government Cash Fund
</TABLE>

INVESTMENT COMPANY ACT CONSIDERATIONS

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

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

9
<PAGE> 13

nomination and selection of any new or additional independent Trustees is
committed exclusively to the current independent Trustees.

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

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

INFORMATION CONCERNING ZWEIG/GLASER ADVISERS

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

<TABLE>
<CAPTION>
POSITION WITH
NAME ZWEIG FUNDS PRINCIPAL OCCUPATION
- ---- ------------- --------------------
<S> <C> <C>
Eugene J. Glaser............ Chairman, CEO and President, Zweig/Glaser Advisers and Euclid
Trustee Advisors LLC; President and Director, Zweig
Securities Corp.; Director, The Zweig Fund,
Inc. and The Zweig Total Return Fund, Inc.;
and Chairman, President, CEO and Trustee,
Euclid Mutual Funds
Martin E. Zweig............. President Chairman, Zweig/Glaser Advisers and Euclid
Advisors LLC; Managing Director, Zweig-DiMenna
Associates LLC; President and Director, Gotham
Advisors, Inc., Zweig Total Return Advisors,
Inc. and Zweig Advisors Inc.; Shareholder,
Zweig Securities Corp. and Watermark
Securities, Inc.; Chairman, President and
Director, The Zweig Total Return Fund, Inc.
and The Zweig Fund, Inc.; President and
Director, Zweig-DiMenna International
Managers, Inc.; and President, Zweig
Associates, Inc., and Zweig Consulting LLC
</TABLE>

10
<PAGE> 14

<TABLE>
<CAPTION>
POSITION WITH
NAME ZWEIG FUNDS PRINCIPAL OCCUPATION
- ---- ------------- --------------------
<S> <C> <C>
David Katzen................ Senior Vice President Senior Vice President, Zweig/Glaser Advisers;
Executive Vice President, Euclid Advisors LLC;
Vice President, Zweig Advisors Inc.; and
Executive Vice President and Trustee, Euclid
Mutual Funds
Charles I. Leone............ First Vice President and First Vice President and Chief Financial
Asst. Secretary Officer, Zweig/Glaser Advisers; Treasurer and
Assistant Secretary, Euclid Advisors LLC;
First Vice President, Chief Financial Officer
and Assistant Secretary, Zweig Securities
Corp.; and First Vice President and Assistant
Secretary, Euclid Mutual Funds
Barry M. Mandinach.......... First Vice President Executive Vice President, Zweig Securities
Corp.; Senior Vice President, Zweig/Glaser
Advisers and Euclid Advisors LLC; and First
Vice President, Euclid Mutual Funds
Carlton B. Neel............. First Vice President First Vice President, Zweig/Glaser Advisers;
and Portfolio Manager, Zweig Advisors Inc. and
Zweig Total Return Advisors, Inc.; and former
Vice President, J.P. Morgan
Alfred J. Ratcliffe......... First Vice President, First Vice President, Zweig/Glaser Advisers;
Treasurer, Principal First Vice President, Treasurer, Principal
Accounting Officer and Accounting Officer and Assistant Secretary,
Assistant Secretary Euclid Mutual Funds; and former Vice
President, The Bank of New York
Marc Baltuch................ Secretary First Vice President and Secretary,
Zweig/Glaser Advisers and Euclid Advisors LLC;
First Vice President, Chief Compliance
Officer, Secretary and Director, Zweig
Securities Corp.; Chief Compliance Officer and
Assistant Secretary, Zweig Advisors Inc. and
Zweig Total Return Advisors, Inc.; President
and Director, Watermark Securities, Inc.;
Assistant Secretary, Gotham Advisors, Inc.;
and Secretary, Euclid Mutual Funds
Annemarie Gilly............. First Vice President First Vice President, Zweig/Glaser Advisers,
Euclid Advisors LLC, Zweig Securities Corp.
and Euclid Mutual Funds; Director, The Zweig
Fund, Inc. and The Zweig Total Return Fund,
Inc.
Jeffrey Lazar............... Vice President Vice President, Treasurer and Director, The
Zweig Fund, Inc. and The Zweig Total Return
Fund, Inc.; and Vice President, Treasurer and
Secretary, Zweig Advisors Inc. and Zweig Total
Return Advisors, Inc.
</TABLE>

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

11
<PAGE> 15

INFORMATION CONCERNING ZWEIG CONSULTING LLC

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

<TABLE>
<CAPTION>
POSITION WITH
NAME ZWEIG CONSULTING LLC PRINCIPAL OCCUPATION
- ---- -------------------- --------------------
<S> <C> <C>
Martin E. Zweig............. President Chairman, Zweig/Glaser Advisers and Euclid
Advisors LLC; Managing Director, Zweig-DiMenna
Associates LLC; President and Director, Gotham
Advisors, Inc., Zweig Total Return Advisors,
Inc. and Zweig Advisors Inc.; Shareholder, Zweig
Securities Corp. and Watermark Securities, Inc.;
Chairman, President and Director, The Zweig
Total Return Fund, Inc. and The Zweig Fund,
Inc.; President and Director, Zweig-DiMenna
International Managers, Inc.; and President,
Zweig Associates, Inc., and Zweig Series Trust
Anthony R. Berkman.......... Senior Vice President Research Analyst, Zweig Advisors Inc., Zweig
Total Return Advisors, Inc., Zweig/Glaser
Advisers, Zweig Associates, Inc. and
Zweig-DiMenna International Managers, Inc.
Andrew A. Salamy............ Senior Vice President Research Analyst, Zweig Advisors Inc., Zweig
Total Return Advisors, Inc., Zweig/Glaser
Advisers, Zweig Associates, Inc. and
Zweig-DiMenna International Managers, Inc.
Michael N. Schaus........... Senior Vice President Research Analyst, Zweig Advisors Inc., Zweig
Total Return Advisors, Inc., Zweig/Glaser
Advisers, Zweig Associates, Inc., Gotham
Advisors, Inc. and Zweig-DiMenna International
Managers, Inc.
</TABLE>

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

BOARD OF TRUSTEES' CONSIDERATION

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

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

In making its recommendation to the shareholders of each of the Zweig
Funds, the Board exercised its independent judgment based on a careful review of
the proposed changes and potential benefits. The Trustees' considerations are
described below. The Trustees' approval and recommendation that shareholders
approve

12
<PAGE> 16

the new Management Agreement and new Servicing Agreement are based on various
considerations, including the following:

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

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

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

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

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

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

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

Zweig/Glaser Advisers' new parent company, Phoenix, through its
predecessors, has been engaged in the investment management business since 1932.
Phoenix has extensive experience managing investment companies. As of December
31, 1998, Phoenix had over $53 billion in assets under management, including
$19.3 billion in institutional accounts, $3.5 billion in closed-end investment
companies, $10.2 billion in open-end investment companies, $11.3 billion in
other managed account programs, and $8.8 billion in the Phoenix Home Life
general account.

In evaluating the Acquisition, including the new Management Agreement with
Zweig/Glaser Advisers and the new Servicing Agreement, the Board determined that
the Zweig Funds' shareholders would likely benefit from the expected retention
and the continued availability of the management expertise of Zweig/ Glaser
Advisers, including its senior portfolio managers. Specifically, the Board
deemed it beneficial that Messrs. Glaser, Katzen, Mandinach, Cerutti, Neel and
Lazar have signed employment contracts with Zweig/

13
<PAGE> 17

Glaser Advisers, that Dr. Zweig will continue to serve as President of the Zweig
Funds and that Mr. Glaser will continue as Chairman of the Board and a Trustee
of the Zweig Series Trust.

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

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

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

Based upon an evaluation of the relevant information presented to them, and
in light of its fiduciary duties under federal and state law, the Board,
including all the independent Trustees of the Zweig Funds, determined that the
transactions contemplated by the Acquisition, including the new Management
Agreement and the new Servicing Agreement, are advisable and in the best
interests of each Fund and each Fund's shareholders. The Board recommends
shareholder approval of the new Management Agreement and the new Servicing
Agreement. Approval of each agreement is contingent on approval of both
agreements.

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

ITEM 2. ELECTION OF TRUSTEES

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

14
<PAGE> 18

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

<TABLE>
<CAPTION>
POSITION WITH THE
NAME, ADDRESS AND AGE ZWEIG FUNDS FIVE-YEAR BUSINESS EXPERIENCE
--------------------- ----------------- -----------------------------
<S> <C> <C>
Claire B. Benenson Trustee since 1985 Consultant on Financial Conferences; Trustee
870 U.N. Plaza of the Euclid Mutual Funds; and Director of
New York, NY 10017 The Burnham Fund, Inc. Former Director of
(79) Financial Conferences and Chairman,
Department of Business and Financial Affairs,
The New School for Social Research; and
Former Director of The Zweig Cash Fund Inc.
and Simms Global Fund.
James Balog Trustee since 1997 Retired; Trustee of the Euclid Mutual Funds;
2205 N. Southwinds Blvd. Director and Member of the Audit, Investment,
Vero Beach, FL 32963 Stock Option and Compensation Committees of
(70) Transatlantic Holdings, Inc. (reinsurance);
Director and Member of the Audit Committee of
Elan, Plc (pharmaceuticals); Director and
Member of the Executive and Investment &
Credit Committees of Great West Life and
Annuity Insurance Company; and Member of the
Technical Advisory Board of Galen Partners
(health care). Former Director, Chairman of
the Audit Committee and Member of the
Executive Committee of A.L. Pharma, Inc.
(health care); Chairman of 1838 Investment
Advisers, L.P.; and Chairman of Lambert
Brussels Capital Corporation (investments).
S. Leland Dill Trustee since 1989 Retired; Trustee of Euclid Mutual Funds, BT
5070 North Ocean Dr. Portfolios and BT Investment Fund; and
Singer Island, FL 33404 Director of Coutts International (USA)
(68) (private banking). Former partner of KPMG
Peat Marwick. Former Director of The Zweig
Cash Fund Inc., Coutts Trust Holdings
Limited, Coutts Group and Vintners
International Company, Inc. (winery).
Eugene J. Glaser* Chairman and President of Zweig/Glaser Advisers and Euclid
900 Third Avenue Chief Executive Advisors LLC; President and Director of the
New York, NY 10022 Officer Zweig Securities Corp.; Director of The Zweig
(58) Trustee since 1985 Fund, Inc. and The Zweig Total Return Fund,
Inc.; Chairman, President, Chief Executive
Officer and Trustee of the Euclid Mutual
Funds. Former Director of Zweig Cash Fund
Inc.
Donald B. Romans Trustee since 1985 President of Romans & Company (private
233 East Wacker Dr. investors and financial consultants);
Chicago, IL 60601 Chairman, Merlin Corp.; Trustee of the Euclid
(67) Mutual Funds; and Director of The Burnham
Fund, Inc.. Former Consultant to and
Executive Vice President and Chief Financial
Officer of Bally Manufacturing Corporation,
and Former Director of The Zweig Cash Fund,
Inc.
</TABLE>

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

15
<PAGE> 19

The following table shows the shares held beneficially as of December 31,
1998 in each Fund by the Trustees:

<TABLE>
<CAPTION>
CLAIRE JAMES S. LELAND EUGENE DONALD
FUND BENENSON BALOG DILL GLASER ROMANS
- ---- -------- ----- --------- -------- -------
<S> <C> <C> <C> <C> <C>
Zweig Strategy Fund....................... 1,708 -- 846 1,044* 25,478
Zweig Appreciation Fund................... 2,915 -- 1,047 5,025* 22,234
Zweig Growth & Income Fund................ 1,513 -- -- 7,748* --
Zweig Managed Assets...................... -- -- -- 28,913* --
Zweig Foreign Equity Fund................. -- -- -- 10,223* --
Zweig Government Fund..................... -- -- -- 33,101* --
Zweig Government Cash Fund................ -- -- -- 194,375* 126,311
</TABLE>

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

* Does not include 94,124 shares of Zweig Strategy Fund, 99,676 shares of Zweig
Appreciation Fund, 123,787 shares of Zweig Growth & Income Fund, 126,763
shares of Zweig Managed Assets, 89,595 shares of Zweig Foreign Equity Fund,
109,548 shares of Zweig Government Fund and 6,613 shares of Zweig Government
Cash Fund held by the Zweig Employee Profit Sharing Plan for which Mr. Glaser
is co-trustee.

As of December 31, 1998, the Trustees and officers of the Zweig Series
Trust including shares held for the Zweig Employee Profit Sharing Plan, as a
group, owned beneficially less than 1% of any of the Zweig Funds, except for
Zweig Government Cash Fund in which they held approximately 24.8%, Zweig Foreign
Equity in which they held approximately 14.6%, Zweig Growth & Income Fund in
which they held approximately 4.9% and Zweig Government Fund in which they held
approximately 7.3%. As of December 31, 1998, those persons owning beneficially
more than 5% of the outstanding shares of each Fund were those listed in Exhibit
C.

The Board of Trustees met four times during the Zweig Funds' fiscal year
ended December 31, 1998. Each Trustee attended all of the meetings of the Board.
The Board does not have any committees. The table below shows, for each Trustee,
the total compensation including reimbursement of expenses paid or accrued by
the Trust and by Zweig Funds and the Euclid Mutual Funds, for each Trustee
during the fiscal year ended December 31, 1998.

<TABLE>
<CAPTION>
AGGREGATE COMPENSATION
AND EXPENSE REIMBURSEMENT TOTAL
---------------------------------- COMPENSATION
NAME AND POSITION ZWEIG FUNDS EUCLID MUTUAL FUNDS PAID TO THE TRUSTEES
- ----------------- ----------- ------------------- --------------------
<S> <C> <C> <C>
James Balog................................. $18,000 $5,500 $23,500
Trustee
Claire B. Benenson.......................... $18,000 $5,500 $23,500
Trustee
S. Leland Dill.............................. $19,400 $5,514 $24,914
Trustee
Eugene J. Glaser*........................... $ 0 $ 0 $ 0
Chairman, Chief Executive Officer and
Trustee
Donald B. Romans............................ $19,567 $5,546 $25,113
Trustee
</TABLE>

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

Those Trustees and officers of the Zweig Funds who are affiliated with
Zweig/Glaser Advisers or Zweig Securities Corp., the distributor of the Zweig
Funds, are not separately compensated for their services as Trustees or officers
of the Zweig Funds. The Zweig Funds currently pay each of its independent
Trustees a fee of $5,000 per year, plus $1,500 per meeting attended ($500 per
phone meeting) and reimburses their expenses for attendance at meetings, all of
which is allocated on the basis of the assets of each Fund. In addition, each
such Trustee receives a fee of $1,000 per year from each of the Zweig Funds. For
the calendar year ended

16
<PAGE> 20

December 31, 1998, the fees and expenses of disinterested Trustees, as a group,
were $74,967 from the Zweig Funds and $22,060 from the Euclid Mutual Funds.

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

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

ITEM 3. TO RATIFY THE SELECTION OF INDEPENDENT ACCOUNTANTS

At the Board meeting held on December 16, 1998, PricewaterhouseCoopers LLP,
1177 Avenue of the Americas, New York, NY 10036, was selected as independent
accountants for the Zweig Funds by a vote of the non-interested Trustees for the
1999 fiscal year to certify any financial statements of the Zweig Funds. As
required by the Investment Company Act, the vote of the Board is subject to the
right of the Zweig Funds, by vote of a majority of its outstanding voting
securities at any meeting called for the purpose of voting on such action, to
terminate such employment without penalty. PricewaterhouseCoopers LLP has
advised the Board that it has no direct or material indirect ownership interest
in the Zweig Funds.

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

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

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

OTHER INFORMATION

SHAREHOLDER MEETING COSTS

The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement and all other costs in connection with
solicitation of proxies related to the required approvals will be paid by
Zweig/Glaser Advisers and Phoenix, including any additional solicitation made by
letter, telephone or telegraph. In addition to solicitation by mail, certain
officers and representatives of the Zweig Funds, officers and employees of
Zweig/Glaser Advisers and Phoenix and certain financial services firms and their
representatives, who will receive no extra compensation for their services, may
solicit proxies by telephone, telegram or personally. In addition, Zweig/Glaser
Advisers and Phoenix have retained Shareholder Communications Corporation, 17
State Street, New York, NY 10004, to solicit proxies on behalf of the Board, the
fee for which will be borne by Zweig/Glaser Advisers and Phoenix.

ANNUAL REPORTS

A copy of your Fund's annual report for the fiscal year ended December 31,
1998 will be sent to all shareholders in February 1999 and a copy of the 1997
annual report and the semiannual report for June 30,

17
<PAGE> 21

1998 is available without charge upon request by writing to the Zweig Funds at
900 Third Avenue, New York, NY 10022 or by calling 1-800-272-2700.

PROPOSALS OF SHAREHOLDERS

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

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

Proxies given by telephone or electronically transmitted instruments may be
counted if obtained pursuant to procedures designed to verify that such
instructions have been authorized. In order to vote by internet or by touch-tone
telephone, you need the 12-digit Control Number found on your proxy card. To
vote by internet, go to www.proxyvote.com, enter your 12-digit Control Number
and follow the simple instructions at the web site. To vote by touch-tone
telephone, call 1-800-690-6903, enter your 12-digit Control Number and follow
the simple instructions.

OTHER MATTERS TO COME BEFORE THE MEETING

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

By Order of the Board of Trustees

EUGENE J. GLASER,
Chairman and
Chief Executive Officer

January 19, 1999

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

18
<PAGE> 22

EXHIBIT A

ZWEIG SERIES TRUST
MANAGEMENT AGREEMENT

March , 1999

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

Gentlemen:

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

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

SECTION 1. Investment Management Services.

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

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

You and any person performing executive, administrative or trading
functions for the Trust, whose services were made available to the Trust by you,
are specifically authorized to allocate brokerage and principal business to
firms that provide such services or facilities or to cause the Trust to pay a
member of a securities exchange or any other securities broker or dealer an
amount of commission for effecting a securities transaction in excess of the
amount of commission another member of an exchange, broker or dealer would have
charged for effecting that transaction, if you or such person determine in good
faith that such amount of commission is reasonable in relation to the value of
the brokerage and research services (as such services are defined in Section
28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"))
provided by such member, broker or dealer, viewed in terms of either that
particular transaction or your or such person's over-all responsibilities with
respect to the accounts as to which you or such person exercises investment
discretion (as that term is defined in Section 3(a)(35) of the 1934 Act).
A-1
<PAGE> 23

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

SECTION 2. Resumes and Reports, Etc.

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

SECTION 3. Additional Services to Be Furnished.

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

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

SECTION 4. Multiple Capacities.

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

SECTION 5. Payment of Expenses.

You shall assume and pay all of your own costs and expenses under this
Agreement. The Trust shall assume and pay, or reimburse you for, all expenses
incurred in the operation of the Trust (to the extent not specifically allocated
to you hereunder) and, in particular but without limitation, the Trust shall
bear the cost of and pay all interest, taxes, fees and commissions of every
kind, expenses of issue, repurchase or redemption of shares, expenses of
registering or qualifying shares for sale, insurance, association membership
dues, all charges of custodians (including fees as custodian, escrow agent, for
keeping books and performing portfolio valuations), transfer agents, registrars,
dividend disbursing agents, independent auditors and legal counsel, expenses of
preparing, printing and distributing prospectuses and all proxy materials,
reports and notices to shareholders, expenses of distribution of shares in
accordance with a plan adopted pursuant to Rule 12b-1
A-2
<PAGE> 24

under the 1940 Act, out-of-pocket expenses of trustees and fees of trustees who
are not "interested persons", and all other costs incident to the Trust's
existence. The preceding sentence shall govern the allocation of expenses
between the parties in all respects.

SECTION 6. Compensation for Services.

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

<TABLE>
<S> <C>
Zweig Strategy Fund......................................... .75%
Zweig Appreciation Fund..................................... 1.00%
Zweig Growth & Income Fund.................................. .75%
Zweig Managed Assets........................................ 1.00%
Zweig Foreign Equity Fund................................... 1.00%
Zweig Government Fund....................................... .60%
Zweig Cash Fund............................................. .50%
</TABLE>

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

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

SECTION 7. Liability of the Investment Manager, Etc.

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

SECTION 8. Termination of Agreement, Assignment, Etc.

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

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

SECTION 9. Duration of Agreement.

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

A-3
<PAGE> 25

SECTION 10. Definition.

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

SECTION 11. Obligation of the Trust.

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

SECTION 12. Concerning Applicable Provisions of Law, Etc.

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

SECTION 13. Change in the Partnership.

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

SECTION 14. Counterparts.

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

SECTION 15. Effective Date.

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

Very truly yours,

ZWEIG SERIES TRUST

By:
------------------------------------
Name:
Title:

Attest:
----------------------------------

Accepted and agreed to this day of 1999.

ZWEIG/GLASER ADVISERS

By:
--------------------------------------------------------
Name:
Title:

Attest:
-------------------------------------------------------

A-4
<PAGE> 26

EXHIBIT B

SERVICING AGREEMENT

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

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

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

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

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

1. Services

1.1 For this engagement, the President and the Associates will devote
their skill and approximately one-half of their full working time consistent
with the practices of Zweig prior to the Closing Date, to the business and
affairs of the Company and its Affiliates and to the promotion of its and their
interests, in particular, performing asset allocation research and analysis and
providing advice thereon at a level and in a manner consistent with the
practices of Zweig and the Company prior to the Closing Date (the "Services").
The Services will be performed by the President and the Associates in a manner
and at a level consistent with the practices of Zweig and the Company prior to
the Closing Date. This Agreement shall be effective as of the Closing Date for
the term described in Section 2 below.

1.2 The Services will be provided to the Company and its Affiliates during
normal business hours at the offices of the Company in New York City or at such
other times and places mutually agreed upon and reasonably convenient to both
parties, taking into account the nature, exigencies and reasons for the
assistance required.

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

B-1
<PAGE> 27

2. Term

2.1 This Agreement shall be effective as of the Closing Date and shall
continue until the third anniversary thereof (the "Term") or such earlier date
as provided in Section 2.2; and with respect to any Fund, unless sooner
terminated, this Agreement shall continue in effect for two years, and
thereafter until terminated, provided that the continuation of this Agreement
and the terms thereof are specifically approved annually in accordance with the
requirements of the Investment Company Act of 1940 by a majority of such Fund's
outstanding voting securities or a majority of its board of directors or
trustees, and, in any event, by a majority of the directors or trustees who are
not "interested persons", as defined in the Investment Company Act of 1940, cast
in person at a meeting called for the purpose of voting on such approval.

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

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

2.4 (i) For purposes of this Agreement, a termination of Zweig's
engagement hereunder is for "Cause" if the termination is evidenced by a
reasonable determination made by the Chief Executive Officer of Phoenix that:
(a) Zweig has willfully neglected its assigned duties with the Company, which
neglect has continued for a period of at least thirty (30) days after a written
notice of such neglect was delivered to the President specifying the claimed
neglect, (b) the President has been enjoined (other than temporary suspensions
of not more than ninety-one (91) days) by the Securities and Exchange
Commission, the National Association of Securities Dealers, Inc. or any other
industry regulatory authority from working in the investment advisory or
securities industry, (c) the President has been convicted by a court of
competent jurisdiction of, or has pleaded guilty or nolo contendere to, any
felony or misdemeanor involving an investment or investment-related business,
(d) Zweig has engaged in a continuing violation of a material provision of this
Agreement, which violation has continued for a period of at least thirty (30)
days after a written notice of such violation was delivered to the President
specifying the claimed violation, or (e) the President has breached the
Noncompetition/Nonsolicitation Agreement.

(ii) For purposes of this Agreement, "Disability" means the President's
inability to perform the services he is required to perform under this Agreement
by reason of sickness, accident, injury, illness or any similar event and which
condition has existed for at least 180 consecutive days, or for such shorter
periods aggregating 180 days during any twelve month period.

3. Compensation

3.1 During the Term, for the Services to be provided by Zweig under this
Agreement, the Company agrees, on a joint and several basis, to pay Zweig an
annual consulting fee of $2,500,000 (the "Consulting Fees"). The Consulting Fees
shall be payable monthly in arrears on the fifth day of each month. The

B-2
<PAGE> 28

Company shall allocate the Consulting Fees among the advisers comprising the
Company based on assets of each Fund managed by such advisers.

3.2 The Company shall provide or share with Zweig research information,
benefits and services, as defined in Section 28(e) of the Securities Exchange
Act of 1934, that results from brokerage transactions implemented by the Company
for the benefit of its clients.

3.3 The Company shall not have any liability with respect to the
compensation of employees retained by Zweig or by any affiliated entities.

3.4 Subject to the provisions of Section 2.3 hereof, upon termination of
this engagement for any reason, the Company shall have no further obligations
under this Agreement, but Zweig shall continue to be bound by Section 4 and the
Company shall continue to be bound by Section 5 hereof.

4. Confidentiality of Zweig

4.1 Zweig shall not at any time during the period of its engagement with
the Company hereunder or after the termination thereof directly or indirectly
divulge, furnish, use, publish or make accessible to any person or entity any
Confidential Information (as hereinafter defined) except in connection with the
performance of its duties hereunder. Any records of Confidential Information
prepared by Zweig or which come into its possession during the term of this
Agreement are and remain the property of the Company or its Affiliates, as the
case may be, and upon termination of the engagement all such records and copies
thereof shall be either left with or returned to such entity. Confidential
Information may be shared among the President and the Associates or other
employees of entities controlled by the President on a need to know basis for
purposes of providing the Services to the Company and its Affiliates hereunder.
Such Associates and any other employees shall be informed of the confidential
nature of such Confidential Information, the President shall direct such
Associates and any other employees to treat such information confidentially and
the President will be responsible for any breach of this Section 4.1 by himself
and by any persons to whom the President provides any Confidential Information.
Notwithstanding anything contained herein to the contrary, the Company
acknowledges that services overlapping or similar to the Services provided by
Zweig, the President and the Associates hereunder are also performed on behalf
of the Affiliates of Zweig and such Services are often not exclusively performed
by Zweig, the President and the Associates for the Company. Consequently, the
work product resulting from the Services is often generated on behalf of both
the Company and its Affiliates and the Affiliates of Zweig and is shared among
the employees of these entities (the "Shared Work Product"). The Company further
acknowledges that the Confidential Information that generates such Shared Work
Product may become known to the employees of Zweig's Affiliates. The Company
hereby agrees that the disclosure of Confidential Information to the employees
of the Zweig Affiliates who shall be deemed employees covered by the fourth
sentence of this Section 4.1, to the extent such disclosure is necessary to
generate any Shared Work Product, and the use of Shared Work Product by the
employees of the Zweig Affiliates, shall in no event be deemed a breach of this
Agreement.

4.2 The term "Confidential Information" includes, but is not limited to,
the following items, whether existing now or created in the future and whether
or not subject to trade secret or other statutory protection: (a) all knowledge
or information concerning the business, operations and assets of the Company and
its Affiliates which is not readily available to the public, such as: internal
operating procedures; investment strategies; sales data and customer and client
lists; financial plans, projections and reports; and investment company
programs, plans and products; (b) all property owned, licensed and/or developed
for the Company and/or its Affiliates or any of their respective clients and not
readily available to the public, such as computer systems, programs and software
devices, including information about the design, methodology and documentation
therefor; (c) information about or personal to the Company's and/or its
Affiliates' clients; (d) information, materials, products or other tangible or
intangible assets in the Company's and/or its Affiliates' possession or under
any of their control which is proprietary to, or confidential to or about, any
other person or entity; and (e) records and repositories of all of the
foregoing, in whatever form maintained.

The foregoing notwithstanding, the following shall not be considered
Confidential Information: (aa) general skills and experience gained by providing
service to the Company; (bb) information publicly

B-3
<PAGE> 29

available or generally known within the Company's trade or industry; (cc)
information independently developed by the President or the Associates other
than in the course of the performance of their duties which are exclusive to the
Company hereunder; and (dd) information which becomes available to the President
or the Associates on a non-confidential basis from sources other than the
Company or its Affiliates, provided the President or the Associates do not know
or have reason to know that such sources are prohibited by contractual, legal or
fiduciary obligation from transmitting the information. Failure to mark any
material or information "confidential" shall not affect the confidential nature
thereof. All the terms of this Section 4 shall survive the termination of this
Agreement. The obligations hereunder shall be in addition to, and not in
limitation of, any other obligations of confidentiality the President or the
Associates may have to the Company.

4.3 At any time when so requested, and upon termination of the engagement
under this Agreement for any reason whatsoever and irrespective of whether such
termination is voluntary on Zweig's part or not, Zweig will deliver to the
Company all information in its possession (whether or not Confidential
Information) pertaining exclusively to the Company or any of its Affiliates and,
to the extent any such information is Shared Work Product, shall provide copies
to the Company with the understanding that Zweig and its Affiliates shall also
retain copies of such information.

5. Confidentiality of the Company

5.1 The Company and its Affiliates and their respective employees shall
not at any time during the period of Zweig's engagement with the Company
hereunder or after the termination thereof directly or indirectly divulge,
furnish, use, publish or make accessible to any person or entity any Zweig
Confidential Information (as hereinafter defined). It is expressly understood
that Shared Work Product may be shared among the Company and its Affiliates and
their respective employees. The Company and its Affiliates and their respective
employees shall be informed of the confidential nature of the Zweig Confidential
Information, the Company shall direct such employees to treat such information
confidentially and the Company will be responsible for any breach of this
Section 5.1 by its employees.

5.2 The term "Zweig Confidential Information" includes, but is not limited
to, the following items, whether existing now or created in the future and
whether or not subject to trade secret or other statutory protection: (a) all
knowledge or information concerning the business, operations and assets of Zweig
and its Affiliates which is not readily available to the public, such as:
internal operating procedures; investment strategies; sales data and customer
and client lists; financial plans, projections and reports; and investment
company programs, plans and products; (b) all property owned, licensed and/or
developed for Zweig and/or its Affiliates or any of their respective clients and
not readily available to the public, such as computer systems, programs and
software devices, including information about the design, methodology and
documentation therefor; (c) information about or personal to Zweig's and/or its
Affiliates' clients; (d) information, materials, products or other tangible or
intangible assets in Zweig's and/or its Affiliates' possession or under any of
their control which is proprietary to, or confidential to or about, any other
person or entity; and (e) records and repositories of all of the foregoing, in
whatever form maintained.

The foregoing notwithstanding, the following shall not be considered Zweig
Confidential Information: (aa) general skills and experience gained by providing
service to the Company and its Affiliates; (bb) information publicly available
or generally known within Zweig's trade or industry; (cc) information
independently developed by the Company and its Affiliates and their respective
employees; and (dd) information which becomes available to the Company and its
Affiliates and their respective employees on a non-confidential basis from
sources other than Zweig, provided the Company and its Affiliates and their
respective employees do not know or have reason to know that such sources are
prohibited by contractual, legal or fiduciary obligation from transmitting the
information. All the terms of this Section 5 shall survive the termination of
this Agreement.

6. Ownership of Documents

All memoranda, papers, letters, notes, notebooks and all copies thereof
relating exclusively to the business or affairs of the Company that are
generated by Zweig or that come into its possession, in each case in

B-4
<PAGE> 30

connection with its performance of Services to the Company under this Agreement,
shall be held by Zweig as the Company property and shall be delivered by Zweig
to the Company as the Company may request. To the extent any such memoranda,
papers, letters, notes and notebooks are the product of Zweig Confidential
Information or are Shared Work Product, the Company understands and agrees that
Zweig and its Affiliates shall also retain copies of such documentation and
information.

7. Prior Negotiations and Agreements

This Agreement contains the complete agreement concerning the servicing
arrangement between the parties. This Agreement may only be altered, amended or
rescinded by a duly executed written agreement.

8. Jurisdiction

This Agreement shall be construed in accordance with and governed by the
laws of the State of New York governing contracts entered into and to be
performed entirely within New York without regard to any conflict of law rules
and both parties consent to the jurisdiction of the courts of New York.

9. Performance Waivers

Waiver of performance of any obligation by either party shall not
constitute a waiver of performance of any other obligations or constitute future
waiver of the same obligation.

10. Severability

If any section, subsection, clause or sentence of this Agreement shall be
deemed illegal, invalid or unenforceable under any applicable law, actually
applied by any court of competent jurisdiction, such illegality, invalidity or
unenforceability shall not affect the legality, validity and enforceability of
this Agreement or any other section, subsection, clause or sentence thereof.
Where, however, the provisions of any applicable law may be waived, they are
hereby waived by the parties to the full extent permitted by such law to the end
that this Agreement shall be a valid and binding agreement enforceable in
accordance with its terms.

11. Assignment

This Agreement shall inure to the benefit of and be binding upon the
Company and its successors (whether direct or indirect, by purchase, merger,
consolidation or otherwise) and assigns, and upon Zweig and its successors and
assigns (whether direct or indirect, by purchase, merger, consolidation or
otherwise). Except as provided in Section 2.2, this Agreement shall not be
assignable by Zweig other than with the express written consent of the Company
which shall not be unreasonably denied. The reorganization of Zweig and its
affiliated entities, such that the Services of the President and the Associates
are provided through an affiliated entity, shall not constitute a breach,
assignment or termination of this Agreement by Zweig.

12. Notices

All notices under this Agreement shall be in writing and shall be deemed to
have been given at the time when mailed by registered or certified mail,
addressed to the address below stated of the party to which notice is given, or
to such changed address as such party may have fixed by notice:

To the Company: Zweig/Glaser Advisers
900 Third Avenue
New York, New York 10022
Attention: Eugene Glaser

and

Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
Attention: Thomas N. Steenburg, Esq.

Senior Vice President and General Counsel

To Zweig: Zweig Consulting LLC
900 Third Avenue

New York, New York 10022

Attention: Martin E. Zweig

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

B-5
<PAGE> 31

13. Miscellaneous

The President hereby represents and warrants that this Agreement (i) is
valid, binding and enforceable in accordance with its terms and (ii) does not
conflict with any other agreement to which he is a party, including any
agreement with the Affiliated Investment Partnership Management Companies and
the related investment partnerships and Watermark Securities, Inc.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

Very truly yours,

ZWEIG/GLASER ADVISERS

By:

------------------------------------
Name:
Title:

ZWEIG TOTAL RETURN ADVISORS, INC.

By:

------------------------------------
Name:
Title:

ZWEIG ADVISORS INC.

By:

------------------------------------
Name:
Title:

ACCEPTED AND AGREED TO:

ZWEIG CONSULTING LLC

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

ACCEPTED AND AGREED TO AS
TO SECTIONS 4.1 and 13:

- ----------------------------------------------------
Martin E. Zweig

B-6
<PAGE> 32

EXHIBIT C

ZWEIG SERIES TRUST

LIST OF 5% SHAREHOLDERS OF RECORD

DECEMBER 31, 1998

ZWEIG STRATEGY FUND

ZWEIG APPRECIATION FUND

ZWEIG GROWTH & INCOME FUND

ZWEIG MANAGED ASSETS

ZWEIG FOREIGN EQUITY FUND

<TABLE>
<CAPTION>
RECORD HOLDER NAME NUMBER OF SHARES PERCENT
- ------------------ ---------------- -------
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith for the sole benefit
of its customers.......................................... 82,321 12.0%
Prudential Securities Inc. for the benefit of Martin E.
Zweig and Eugene Glaser co-trustees Zweig Employees Profit
Sharing Plan.............................................. 89,595 13.0%
</TABLE>

ZWEIG GOVERNMENT FUND

ZWEIG GOVERNMENT CASH FUND

<TABLE>
<CAPTION>
RECORD HOLDER NAME NUMBER OF SHARES PERCENT
- ------------------ ---------------- -------
<S> <C> <C>
Martin E. Zweig............................................. 22,305,341 23.5%
Hare & Co. (Nominee of The Bank of New York)................ 34,880,483 36.8%
</TABLE>

C-1
<PAGE> 33
ZWEIG MUTUAL FUNDS, 900 THIRD AVENUE, NEW YORK, NY 10022

ZWEIG SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 25, 1999

PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

The undersigned shareholder of the [FUND NAME AND CLASS HERE] hereby
appoints MARTIN E. ZWEIG, CHARLES I. LEONE and EUGENE J. GLASER, and each of
them, with full power of substitution and revocation, as proxies to represent
the undersigned at the Special Meeting of Shareholders of the Fund to be held at
the offices of Zweig Series Trust, located at 900 Third Avenue, New York, New
York, on February 25, 1999 at 10:00 A.M., and at any and all adjournments
thereof, and thereat to vote all shares of the Fund which the undersigned would
be entitled to vote, with all powers the undersigned would possess if personally
present in accordance with the instructions on the proxy.

When this proxy is properly executed, the shares represented hereby
will be voted as specified. If no specification is made, this proxy will be
voted for approval of all matters listed on this proxy and in the discretion of
the proxies with respect to all other matters which may properly come before the
meeting and any adjournments thereof. The undersigned acknowledges receipt of
the accompanying notice of special meeting and proxy statement.

Please sign exactly as name or names appear on this proxy. If stock is held
jointly, each holder should sign. If signing as attorney, trustee, executor,
administrator, custodian, guardian or corporate officer, please give full title.

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope, or by
telephone or via the Internet in accordance with instruction contained in the
box on the left [shown below].
* To vote by mail, sign below exactly as your name appears above and return the
Card in the envelope provided
* To vote by touch-tone phone, call 1-800-690-6903
* To vote by Internet, use website www.proxyvote.com

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

[FUND NAME AND CLASS HERE]

VOTE ON TRUSTEES
2. 1)Claire B. Benenson, 2)James Balog, 3)S. Leland Dill,
4)Eugene J. Glaser and 5)Donald B. Romans

FOR WITHHOLD FOR ALL To withhold authority to vote, mark "For All
ALL ALL EXCEPT Except" and write the number on the line below

// // // --------------------------------------------------------

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

1. a) To approve a new Management Agreement. / / / / / /
b) To approve a new sub-advisory Servicing Agreement. / / / / / /
[An "against" or an "abstain" vote on 1a or 1b
constitutes a "no" vote on both.]

3. To ratify the selection of PricewaterhouseCoopers
LLP as independent accountants. / / / / / /

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

- ------------------------------------------- ----------------------------------
Signature Date Signature Date