AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 2000
REGISTRATION NOS. 2-93538
811-04116
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM N-1A
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.
POST-EFFECTIVE AMENDMENT NO. 50
AND/OR
REGISTRATION STATEMENT
UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 51
(CHECK APPROPRIATE BOX OR BOXES)
----------------
PHOENIX-ZWEIG TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
----------------
900 THIRD AVENUE, 31ST FLOOR, NEW YORK, NEW YORK 10022
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
C/O ZWEIG/GLASER SHAREHOLDER SERVICES
(800) 272-2700
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
----------------
PAMELA S. SINOFSKY
ASSISTANT VICE PRESIDENT AND ASSISTANT COUNSEL
PHOENIX INVESTMENT PARTNERS, LTD.
56 PROSPECT STREET
HARTFORD, CONNECTICUT 06115
(NAME AND ADDRESS OF AGENT FOR SERVICE)
----------------
It is proposed that this filing will become effective (check
appropriate box)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
================================================================================
<PAGE>
PHOENIX-ZWEIG TRUST
Cross Reference Sheet Pursuant to Rule 495(a)
This Registration Statement contains two prospectuses and
two Statements of Additional Information. These are
identified as Version A and Version B of each.
PART A
INFORMATION REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
ITEM NUMBER FORM N-1A, PART A PROSPECTUS CAPTION
- ----------------------------- ------------------
<S> <C> <C>
1. Front and Back Cover Pages............................... Cover Page, Back Cover Page
2. Risk/Return Summary: Investments, Risks, Performance..... Investment Risk and Return Summary
3. Risk/Return Summary: Fee Table........................... Fund Expenses
4. Investment Objectives, Principal Investment Strategies,
and Related Risks........................................ Investment Risk and Return Summary; Investment
Strategies; Risks Related to Investment Strategies
5. Management's Discussion of Fund Performance.............. Performance Tables
6. Management, Organization, and Capital Structure.......... Management of the Fund
7. Shareholder Information.................................. Pricing of Fund Shares; Sales Charges; Your
Account; How to Buy Shares; How to Sell Shares;
Things to Know When Selling Shares; Account
Policies; Investor Services; Tax Status of Distributions
8. Distribution Arrangements................................ Sales Charges
9. Financial Highlights Information......................... Financial Highlights
</TABLE>
PART B
INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
ITEM NUMBER FORM N-1A, PART B STATEMENT OF ADDITIONAL INFORMATION CAPTION
- ----------------------------- -------------------------------------------
<S> <C> <C>
10. Cover Page and Table of Contents......................... Cover Page, Table of Contents
11. Fund History............................................. The Fund
12. Description of the Fund and Its Investment Risks......... Investment Objectives and Policies; Investment
Restrictions
13. Management of the Fund................................... Management of the Trust
14. Control Persons and Principal Holders of Securities...... Management of the Trust
15. Investment Advisory and Other Services................... Services of the Adviser; The Distributor;
Distribution Plans; Other Information
16. Brokerage Allocation and Other Practices................. Portfolio Transactions and Brokerage
17. Capital Stock and Other Securities...................... Other Information
18. Purchase, Redemption, and Pricing of Shares.............. Net Asset Value; How to Buy Shares; Investor
Account Services; Redemption of Shares; Tax
Sheltered Retirement Plans
19. Taxation of the Fund..................................... Dividends, Distributions and Taxes
20. Underwriters............................................. The Distributor
21. Calculation of Performance Data.......................... Performance Information
22. Financial Statements..................................... Financial Statements
</TABLE>
PART C
INFORMATION REQUIRED TO BE INCLUDED IN PART C IS SET
FORTH UNDER THE APPROPRIATE ITEM, SO NUMBERED, IN PART C OF
THIS REGISTRATION STATEMENT.
<PAGE>
Phoenix Investment Partners
Prospectus
May 1, 2000
- -------- Zweig
Phoenix-Zweig Appreciation Fund
Phoenix-Zweig Foreign Equity Fund
Phoenix-Zweig Government Cash Fund
Phoenix-Zweig Government Fund
Phoenix-Zweig Growth & Income Fund
Phoenix-Zweig Managed Assets
Phoenix-Zweig Strategy Fund
Neither the Securities and Exchange
Commission nor any state securities
commission has approved or
disapproved of these securities or
determined if this prospectus is
truthful or complete. Any representation
to the contrary is a criminal offense.
This prospectus contains important
information that you should know before
investing in the Phoenix-Zweig
Appreciation Fund, the Phoenix-Zweig
Foreign Equity Fund, the Phoenix-Zweig
Government Cash Fund, the Phoenix-Zweig
Government Fund, the Phoenix-Zweig Growth
& Income Fund, Phoenix-Zweig Managed
Assets and the Phoenix-Zweig Strategy
Fund.
[logo] PHOENIX
INVESTMENT PARTNERS
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Phoenix-Zweig Trust
Phoenix-Zweig Appreciation Fund
Investment Risk and Return Summary............................................... 2
Fund Expenses.................................................................... 5
Phoenix-Zweig Foreign Equity Fund
Investment Risk and Return Summary............................................... 7
Fund Expenses.................................................................... 11
Phoenix-Zweig Government Cash Fund
Investment Risk and Return Summary............................................... 13
Fund Expenses.................................................................... 16
Phoenix-Zweig Government Fund
Investment Risk and Return Summary............................................... 18
Fund Expenses.................................................................... 21
Phoenix-Zweig Growth & Income Fund
Investment Risk and Return Summary............................................... 23
Fund Expenses.................................................................... 26
Phoenix-Zweig Managed Assets
Investment Risk and Return Summary............................................... 28
Fund Expenses.................................................................... 33
Phoenix-Zweig Strategy Fund
Investment Risk and Return Summary............................................... 35
Fund Expenses.................................................................... 38
Additional Investment Techniques.................................................... 40
Management of the Funds............................................................. 43
Pricing of Fund Shares.............................................................. 45
Sales Charges....................................................................... 46
Your Account........................................................................ 49
How to Buy Shares................................................................... 50
How to Sell Shares.................................................................. 50
Things You Should Know When Selling Shares.......................................... 51
Account Policies.................................................................... 52
Investor Services................................................................... 54
Tax Status of Distributions......................................................... 54
Financial Highlights................................................................ 56
Additional Information.............................................................. 71
</TABLE>
[triangle] PHOENIX-
ZWEIG
TRUST
<PAGE>
PHOENIX-ZWEIG TRUST
- --------------------------------------------------------------------------------
THE TRUST
There are seven Phoenix-Zweig mutual funds. Together they make up the
Phoenix-Zweig Trust (the "Trust").
THE FUNDS
The seven funds that make up the Trust are: Phoenix-Zweig Appreciation Fund (the
"Appreciation Fund"), Phoenix-Zweig Foreign Equity Fund (the "Foreign Equity
Fund"), Phoenix-Zweig Government Cash Fund (the "Government Cash Fund"),
Phoenix-Zweig Government Fund (the "Government Fund"), Phoenix-Zweig Growth &
Income Fund (the "Growth & Income Fund"), Phoenix-Zweig Managed Assets ("Managed
Assets Fund") and Phoenix-Zweig Strategy Fund (the "Strategy Fund"), each a
"fund" and together, the "funds." Each fund has its own investment policies
designed to help you achieve your goals.
Phoenix-Zweig Trust 1
<PAGE>
PHOENIX-ZWEIG APPRECIATION FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
Phoenix-Zweig Appreciation Fund has an investment objective of increasing the
value of your investment over the long term (capital appreciation) consistent
with preserving capital and reducing portfolio exposure to market risk. There is
no guarantee that the fund will achieve its objective.
PRINCIPAL INVESTMENT STRATEGIES
[arrow] The adviser manages the fund's investment program, including security
selection, and maintains the general operation of the fund. The
subadviser determines asset allocations for the fund based on
fundamental and technical indicators that measure the risk and reward
characteristics of the stock and bond markets. The three main groups of
indicators are:
o Monetary indicators, including the trend of interest rates, Federal
Reserve policy, commodity prices, and economic activity;
o Sentiment indicators, including mutual funds' cash-to-assets ratio,
foreign buying and selling, and volume of initial and secondary
public offerings; and
o Momentum indicators, including new highs and lows,
up-volume-to-down-volume, and divergences between large- and
small-company stocks.
As the indicators point to increasing levels of market risk, the fund
may gradually reduce its market exposure. Not all of the fund's assets
may be fully invested throughout bull and bear markets, but, instead,
some profits may be left "on the table" as a strategy to limit losses.
As a result, the fund may not keep pace with all-equity benchmarks or
fully-invested stock funds during bull markets. While the fund attempts
to limit losses, it is not possible to eliminate risk entirely.
[arrow] Generally, emphasis is placed primarily on the subadviser's tactical
asset allocation strategy; security selection is secondary.
[arrow] The fund invests primarily in common stocks of companies with smaller
capitalizations (generally less than $1 billion) with both value or
growth characteristics.
[arrow] Up to 700 small company stocks are selected for fund investment
primarily from the 2,000 stocks immediately after the 1,000 largest
stocks based on market capitalization or trading volume. Generally,
these 2,000 stocks have market capitalizations ranging from $262
million to $1.5 billion or an average trading volume of approximately
$3.3 million.
2 Phoenix-Zweig Appreciation Fund
<PAGE>
[arrow] Stocks are selected using quantitative analysis of growth indicators,
such as earnings, sales and cash flow; value indicators, such as price
to earnings; and miscellaneous indicators, such as price momentum.
[arrow] The fund's investment strategy may result in a higher portfolio
turnover rate for the fund. High portfolio turnover rates may increase
costs to the fund, may negatively affect fund performance, and may
increase capital gains distributions, resulting in greater tax
liability to you.
Temporary Defensive Strategy: When declines in the indices occur, or when
attempting to reduce fluctuations in net asset value, the adviser may reduce
market exposure by gradually selling securities and buying money market
instruments or by selling stock index or Treasury futures. Money market
instruments may include commercial paper, short-term corporate obligations, bank
deposits (including time deposits with a maturity of less than one year) and
other financial institution obligations. When this happens, the fund may not
achieve its objective.
Please refer to "Additional Investment Techniques" for other investment
techniques of the fund.
PRINCIPAL RISKS
If you invest in this fund, you risk that you may lose your investment.
GENERAL
The value of the fund's investments that supports your share value can decrease
as well as increase. If between the time you purchase shares and the time you
sell shares the value of the fund's investments decreases, you will lose money.
Investment values can decrease for a number of reasons. Conditions affecting the
overall economy, specific industries or companies in which the fund invests can
be worse than expected and investments may fail to perform as the adviser
expects. As a result, the value of your shares may decrease.
SMALL CAPITALIZATIONS
Companies with small capitalizations are often companies with a limited
operating history or companies in industries that have recently emerged due to
cultural, economic, regulatory or technological developments. Such developments
can have a significant impact or negative effect on small capitalization
companies and their stock performance and can make investment returns highly
volatile. Product lines are often less diversified and subject to competitive
threats. Smaller capitalization stocks are subject to varying patterns of
trading volume and may, at times, be difficult to sell.
GROWTH STOCKS
Because growth stocks typically make little or no dividend payments to
shareholders, investment return is based on a stock's capital appreciation,
making return more dependent on
Phoenix-Zweig Appreciation Fund 3
<PAGE>
market increases and decreases. Growth stocks are therefore more volatile than
non-growth stocks to market changes, tending to rise faster when markets rise
and drop more sharply when markets fall.
PERFORMANCE TABLES
The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Zweig Appreciation Fund. The bar chart shows changes in the
fund's Class A Shares performance from year to year over the life of the
fund.(1) The table shows how the fund's average annual returns compare to those
of a broad-based securities market index. The fund's past performance is not
necessarily an indication of how the fund will perform in the future.
APPRECIATION FUND
[GRAPHIC OMITTED]
CALENDAR YEAR ANNUAL RETURN (%)
1992 9.5
1993 14.7
1994 -1.8
1995 24.0
1996 15.4
1997 23.8
1998 -1.0
1999 -1.8
(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the period shown in the chart
above, the highest return for a quarter was 15.02% (quarter ending December 31,
1998) and the lowest return for a quarter was (20.56)% (quarter ending September
30, 1998). Year-to-date performance through March 31, 2000 was 2.17%.
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
Average Annual Total Returns One Five
(for the periods ending 12/31/99)(1) Year Years Life of the Fund(2)
- -----------------------------------------------------------------------------------------------------------------
Class A Class B Class C Class I
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Class A Shares(3) (7.44)% 10.18% 9.60% -- -- --
- -----------------------------------------------------------------------------------------------------------------
Class B Shares (5.40)% -- -- 7.01% -- --
- -----------------------------------------------------------------------------------------------------------------
Class C Shares (2.49)% 10.73% -- -- 8.48% --
- -----------------------------------------------------------------------------------------------------------------
Class I Shares (1.45)% -- -- -- -- 8.44%
- -----------------------------------------------------------------------------------------------------------------
Russell 2000 Index(4) 21.26% 16.69% 15.28% 13.49% 13.67% 14.82%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund's average annual returns in the table above reflect the deduction
of the maximum sales charge for an investment in the fund's Class A Shares and a
full redemption in the fund's Class B and Class C Shares.
(2) Class A Shares since October 7, 1991, Class B shares since April 8, 1996,
Class C Shares since February 4, 1992 and Class I Shares since November 1, 1996.
(3) Class A Share performance has been restated to reflect the deduction of the
current maximum sales charge.
(4) The Russell 2000 Index is an unmanaged, commonly used measure of small-cap
stock total return performance. The Index's performance does not reflect sales
charges.
4 Phoenix-Zweig Appreciation Fund
<PAGE>
FUND EXPENSES
- --------------------------------------------------------------------------------
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS I
SHARES SHARES SHARES SHARES
------ ------ ------ ------
<S> <C> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 5.75% None None None
Maximum Deferred Sales Charge (load) (as a percentage of None(a) 5%(b) 1.25%(c) None
the lesser of the value redeemed or the amount invested)
Maximum Sales Charge (load) Imposed on Reinvested None None None None
Redemption Fee None None None None
Exchange Fee None None None None
--------------------------------------------------------
CLASS A CLASS B CLASS C CLASS I
SHARES SHARES SHARES SHARES
------ ------ ------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 1.00% 1.00% 1.00% 1.00%
Distribution and Service (12b-1) Fees (d) 0.30% 1.00% 1.00% None
Other Expenses 0.28% 0.28% 0.28% 0.28%
---- ---- ---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.58% 2.28% 2.28% 1.28%
==== ==== ==== ====
</TABLE>
- ------------
(a) A 1% CDSC is imposed on redemptions within 12 months of purchases of $1
million or more originally purchased without an initial sales charge as
described under "Class A Shares--Reduced Sales Charges" in the Statement of
Additional Information.
(b) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 3% during the
third and fourth years and to 0% after the sixth year.
(c) The deferred sales charge is imposed on Class C Shares redeemed during the
first year only.
(d) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
("NASD").
EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. In the case of Class B Shares, it is
assumed that your shares are converted to Class A after seven years. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
Phoenix-Zweig Appreciation Fund 5
<PAGE>
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $726 $1,045 $1,386 $2,345
- -----------------------------------------------------------------------------------------------------------------
Class B $631 $1,012 $1,320 $2,358
- -----------------------------------------------------------------------------------------------------------------
Class C $356 $712 $1,220 $2,615
- -----------------------------------------------------------------------------------------------------------------
Class I $130 $406 $702 $1,545
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
You would pay the following expenses if you did not redeem your shares:
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B $231 $712 $1,220 $2,358
- -----------------------------------------------------------------------------------------------------------------
Class C $231 $712 $1,220 $2,615
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
6 Phoenix-Zweig Appreciation Fund
<PAGE>
PHOENIX-ZWEIG FOREIGN EQUITY FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
Phoenix-Zweig Foreign Equity Fund has an investment objective of increasing the
value of your investment over the long term (capital appreciation) consistent
with preserving capital and reducing portfolio exposure to market risk. There is
no guarantee that the fund will achieve its objective.
PRINCIPAL INVESTMENT STRATEGIES
[arrow] The adviser manages the fund's investment program, including security
selection, and maintains the general operation of the fund. The
subadviser determines asset allocations for the fund based on
fundamental and technical indicators that measure the risk and reward
characteristics of the stock and bond markets. The three main groups of
indicators are:
o Monetary indicators, including the trend of interest rates, Federal
Reserve policy, commodity prices, and economic activity;
o Sentiment indicators, including mutual funds' cash-to-assets ratio,
foreign buying and selling, and volume of initial and secondary
public offerings; and
o Momentum indicators, including new highs and lows,
up-volume-to-down-volume, and divergences between large- and
small-company stocks.
As the indicators point to increasing levels of market risk, the fund
may gradually reduce its market exposure. Not all of the fund's assets
may be fully invested throughout bull and bear markets, but, instead,
some profits may be left "on the table" as a strategy to limit losses.
As a result, the fund may not keep pace with all-equity benchmarks or
fully-invested stock funds during bull markets. While the fund attempts
to limit losses, it is not possible to eliminate risk entirely.
[arrow] Generally, emphasis is placed primarily on the subadviser's tactical
asset allocation strategy; security selection is secondary.
[arrow] Under normal circumstances, the fund invests at least 65% of its assets
in foreign equity securities, primarily common stocks of all
capitalizations with both value or growth characteristics.
[arrow] Securities are currently selected from approximately 22 countries,
although the subadviser may alter asset and/or geographic allocations
when market capitalizations or economic growth indicators change.
Phoenix-Zweig Foreign Equity Fund 7
<PAGE>
[arrow] Stocks are selected using quantitative analysis of growth indicators,
such as earnings, sales and cash flow; value indicators, such as price
to earnings; and miscellaneous indicators, such as price momentum.
Within a country, the adviser attempts to selects stocks that, in the
aggregate, are expected to perform similarly to the major stock market
indices of a particular country.
[arrow] The fund's investment strategy may result in a higher portfolio
turnover rate for the fund. High portfolio turnover rates may increase
costs to the fund, may negatively affect fund performance, and may
increase capital gains distributions, resulting in greater tax
liability to you.
Temporary Defensive Strategy: When declines in the indices occur, or when
attempting to reduce fluctuations in net asset value, the adviser may reduce
market exposure by gradually selling securities and buying money market
instruments or by selling stock index or Treasury futures. Money market
instruments may include commercial paper, short-term corporate obligations, bank
deposits (including time deposits with a maturity of less than one year) and
other financial institution obligations. In addition, the percentage of
investments in foreign equity securities may fall below 65% if the adviser
believes this to be an appropriate response to the strategic indicators. When
this happens, the fund may not achieve its investment objective.
Please refer to "Additional Investment Techniques" for other investment
techniques of the fund.
PRINCIPAL RISKS
If you invest in this fund, you risk that you may lose your investment.
GENERAL
The value of the fund's investments that supports your share value can decrease
as well as increase. If between the time you purchase shares and the time you
sell shares the value of the fund's investments decreases, you will lose money.
Investment values can decrease for a number of reasons. Conditions affecting the
overall economy, specific industries or companies in which the fund invests can
be worse than expected and investments may fail to perform as the adviser
expects. As a result, the value of your shares may decrease.
FOREIGN INVESTING
Investing in securities of non-U.S. companies involves special risks and
considerations not typically associated with investing in U.S. companies, such
as:
o less publicly available information about foreign countries;
o political and economic instability within countries;
o differences in financial reporting standards and transaction
settlement systems;
8 Phoenix-Zweig Foreign Equity Fund
<PAGE>
o the possibility of expropriation or confiscatory taxation; and
o changes in investment or exchange regulations.
Some investments may be made in currencies other than U.S. dollars that will
fluctuate in value as a result of changes in the currency exchange rates.
Exchange rate fluctuations can cause the value of your shares to decrease or
increase. Generally, when the value of the U.S. dollar increases against the
foreign currency in which an investment is denominated, the security tends to
decrease in value which, in turn, may cause the value of your shares to
decrease.
GROWTH STOCKS
Because growth stocks typically make little or no dividend payments to
shareholders, investment return is based on a stock's capital appreciation,
making return more dependent on market increases and decreases. Growth stocks
are therefore more volatile than non-growth stocks to market changes, tending to
rise faster when markets rise and drop more sharply when markets fall.
SMALL CAPITALIZATIONS
Companies with small capitalizations are often companies with a limited
operating history or companies in industries that have recently emerged due to
cultural, economic, regulatory or technological developments. Such developments
can have a significant impact or negative effect on small capitalization
companies and their stock performance and can make investment returns highly
volatile. Product lines are often less diversified and subject to competitive
threats. Smaller capitalization stocks are subject to varying patterns of
trading volume and may, at times, be difficult to sell.
Phoenix-Zweig Foreign Equity Fund 9
<PAGE>
PERFORMANCE TABLES
The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Zweig Foreign Equity Fund. The bar chart shows changes in the
fund's Class A Shares performance from year to year over the life of the
fund.(1) The table shows how the fund's average annual returns compare to those
of a broad-based securities market index. The fund's past performance is not
necessarily an indication of how the fund will perform in the future.
FOREIGN EQUITY FUND
[GRAPHIC OMITTED]
CALENDAR YEAR ANNUAL RETURN (%)
1998 9.1
1999 23.0
(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than that shown
if sales charges were deducted. During the period shown in the chart above, the
highest return for a quarter was 13.71% (quarter ending December 31, 1999) and
the lowest return for a quarter was (13.27)% (quarter ending September 30,
1998). Year-to-date performance through March 31, 2000 was (0.49)%.
<TABLE>
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
Average Annual Total Returns One
(for the periods ending 12/31/99)(1) Year Life of the Fund(2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Class A Shares(3) 15.91% 12.39%
- ----------------------------------------------------------------------------------------------------------------
Class B Shares 18.06% 13.56%
- ----------------------------------------------------------------------------------------------------------------
Class C Shares 21.85% 14.65%
- ----------------------------------------------------------------------------------------------------------------
Morgan Stanley World (excluding U.S.) Index(4) 28.27% 23.05%(5)
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund's average annual returns in the table above reflect the deduction
of the maximum sales charge for an investment in the fund's Class A Shares and a
full redemption in the fund's Class B and Class C Shares.
(2) Class A, Class B and Class C Shares since November 21, 1997.
(3) Class A Share performance has been restated to reflect the deduction of the
current maximum sales charge.
(4) The Morgan Stanley World (excluding U.S.) Index is an unmanaged, commonly
used measure of foreign stock total return performance. The Index's performance
does not reflect sales charges.
(5) Index performance since November 28, 1997.
10 Phoenix-Zweig Foreign Equity Fund
<PAGE>
FUND EXPENSES
- --------------------------------------------------------------------------------
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
------ ------ ------
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
<S> <C> <C> <C>
percentage of offering price) 5.75% None None
Maximum Deferred Sales Charge (load) (as a percentage of the None(a) 5%(b) 1.25%(c)
lesser of the value redeemed or the amount invested)
Maximum Sales Charge (load) Imposed on Reinvested Dividends None None None
Redemption Fee None None None
Exchange Fee None None None
----------------------------------------------
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
------ ------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM
FUND ASSETS)
Management Fees 1.00% 1.00% 1.00%
Distribution and Service (12b-1) Fees (d) 0.30% 1.00% 1.00%
Other Expenses 1.86% 1.86% 1.86%
---- ---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 3.16% 3.86% 3.86%
==== ==== ====
</TABLE>
- ------------
(a) A 1% CDSC is imposed on redemptions within 12 months of purchases of $1
million or more originally purchased without an initial sales charge as
described under "Class A Shares--Reduced Sales Charges" in the Statement of
Additional Information.
(b) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 3% during the
third and fourth years and to 0% after the sixth year.
(c) The deferred sales charge is imposed on Class C Shares redeemed during the
first year only.
(d) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
("NASD").
EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. In the case of Class B Shares, it is
assumed that your shares are converted to Class A after seven years. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
Phoenix-Zweig Foreign Equity Fund 11
<PAGE>
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
1 year 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $876 $1,493 $2,134 $3,842
- -----------------------------------------------------------------------------------------------------------------
Class B $788 $1,478 $2,086 $3,867
- -----------------------------------------------------------------------------------------------------------------
Class C $513 $1,178 $1,986 $4,087
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
You would pay the following expenses if you did not redeem your shares:
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B $388 $1,178 $1,986 $3,867
- -----------------------------------------------------------------------------------------------------------------
Class C $388 $1,178 $1,986 $4,087
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
12 Phoenix-Zweig Foreign Equity Fund
<PAGE>
PHOENIX-ZWEIG GOVERNMENT CASH FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
Phoenix-Zweig Government Cash Fund has an investment objective of seeking high
current income consistent with maintaining liquidity and preserving capital.
There is no guarantee that the fund will achieve its objective.
PRINCIPAL INVESTMENT STRATEGIES
[arrow] The fund seeks to maintain a stable $1.00 per share price.
[arrow] The fund invests exclusively in the following instruments:
o short-term securities issued or guaranteed as to payment of
principal and interest by the U.S. Government, its agencies or
instrumentalities; and
o repurchase agreements collateralized by such securities.
U.S. Government securities are considered to be of the highest credit
quality, yet the primary consideration in choosing among these
securities is managing risk related to changes in interest rate levels.
[arrow] Money market instruments selected for investment have remaining
maturities of less than 397 days and have an average weighted portfolio
maturity of not greater than 90 days.
Please refer to "Additional Investment Techniques" for other investment
techniques of the fund.
PRINCIPAL RISKS
GENERAL
An investment in the fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.
Neither the fund nor the adviser can assure you that a particular yield, return
or level of income will be achieved. Changing market conditions, the relatively
short maturities of fund investments and substantial redemptions may all
negatively affect the fund.
INTEREST RATE RISK
Interest rate trends can have an affect on the value of your shares. If interest
rates rise, the value of debt securities generally will fall.
Phoenix-Zweig Government Cash Fund 13
<PAGE>
CREDIT RISK
Credit risk pertains to the issuer's ability to make scheduled interest or
principal payments. A security's short-term investment rating may decline,
increasing the chances the issuer may not be able to make principal and interest
payments on time. This may reduce the fund's stream of income and decrease the
fund's yield.
REPURCHASE AGREEMENTS
If a seller of a repurchase agreement defaults and does not repurchase the
underlying securities, the fund may incur a loss if the value of the underlying
securities declines. Disposition costs may be incurred in connection with
liquidating the underlying securities. If the seller enters into bankruptcy, the
fund may never receive the purchase price or it may be delayed or limited.
U.S. GOVERNMENT SECURITIES
Obligations issued or guaranteed by the U.S. Government, its agencies,
authorities and instrumentalities only guarantee or insure principal and
interest will be timely paid to holders of the securities. The entities do not
guarantee that the value of fund shares will remain at $1.00 or that the fund
will realize a particular yield. In addition, not all U.S. Government securities
are backed by the full faith and credit to the United States.
14 Phoenix-Zweig Government Cash Fund
<PAGE>
PERFORMANCE TABLES
The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Zweig Government Cash Fund. The bar chart shows changes in the
fund's Class A Shares performance from year to year over the life of the
fund.(1) The table shows the fund's average annual returns for one year, five
years and over the life of the fund. The fund's past performance is not
necessarily an indication of how the fund will perform in the future.
GOVERNMENT CASH FUND
[GRAPHIC OMITTED]
CALENDAR YEAR ANNUAL RETURN (%)
1995 5.1
1996 4.8
1997 5.0
1998 4.9
1999 4.5
(1) During the period shown in the chart above, the highest return for a quarter
was 1.28% (quarter ending June 30, 1995) and the lowest return for a quarter was
1.05% (quarter ending June 30, 1999). Year-to-date performance through March 31,
2000 was 1.26%.
<TABLE>
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
Average Annual Total Returns
(for the periods ending 12/31/99) (1) One Year Five Years Life of the Fund(2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Shares 4.52% 4.86% 4.74%
- ----------------------------------------------------------------------------------------------------------------
Class B Shares (0.20)% N/A 3.36%
- ----------------------------------------------------------------------------------------------------------------
Class C Shares 4.52% 4.86% 4.74%
- ----------------------------------------------------------------------------------------------------------------
Class I Shares 4.83% N/A 5.11%
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund's average annual returns in the table above reflect a full
redemption in the fund's Class B and Class C Shares.
(2) Class A and C Shares since May 1, 1994, Class B Shares since April 8, 1996,
and Class I Shares since November 1, 1996. Class M Shares are covered in a
separate prospectus.
The fund's 7-day yield on December 31, 1999 was 5.06% for Class A Shares, 4.36%
for Class B Shares, 5.06% for Class C Shares and 5.36% for Class I Shares.
Phoenix-Zweig Government Cash Fund 15
<PAGE>
FUND EXPENSES
- --------------------------------------------------------------------------------
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS I
SHARES SHARES SHARES SHARES
------ ------ ------ ------
<S> <C> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) None None None None
Maximum Deferred Sales Charge (load) (as a percentage of None 5%(b) 1.25%(c) None
the lesser of the value redeemed or the amount invested)
Maximum Sales Charge (load) Imposed on Reinvested
Dividends None None None None
Redemption Fee None None None None
Exchange Fee None None None None
---------------------------------------------------------
CLASS A CLASS B CLASS C CLASS I
SHARES SHARES SHARES SHARES
------ ------ ------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.50% 0.50% 0.50% 0.50%
Distribution and Service (12b-1) Fees (d) 0.30% 1.00% 0.30% None
Other Expenses 0.29% 1.01% 0.55% 0.17%
---- ---- ---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES (A) 1.09% 2.51% 1.35% 0.67%
==== ==== ==== ====
</TABLE>
- ------------
(a) The adviser has voluntarily undertaken to limit expenses (exclusive of
taxes, interest, brokerage commissions, 12b-1 fees and extraordinary expenses)
until April 30, 2001 to 0.35% of the fund's average net assets. Total Annual
Fund Operating Expenses after expense reimbursement (if applicable) are 0.65%
for Class A Shares, 1.35% for Class B Shares, 0.65% for Class C Shares, and
0.35% for Class I Shares.
(b) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 3% during the
third and fourth years and to 0% after the sixth year.
(c) The deferred sales charge is imposed on Class C Shares redeemed during the
first year only.
(d) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
("NASD").
EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. In the case of Class B Shares, it is
assumed that your shares are converted to Class A after seven years. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
16 Phoenix-Zweig Government Cash Fund
<PAGE>
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $111 $347 $601 $1,329
- -----------------------------------------------------------------------------------------------------------------
Class B $654 $1,082 $1,435 $2,329
- -----------------------------------------------------------------------------------------------------------------
Class C $262 $428 $739 $1,624
- -----------------------------------------------------------------------------------------------------------------
Class I $68 $214 $373 $835
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
You would pay the following expenses if you did not redeem your shares:
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B $254 $782 $1,335 $2,329
- -----------------------------------------------------------------------------------------------------------------
Class C $137 $428 $739 $1,624
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
Note: Your actual expenses may be lower than those shown in the tables above
since the expense levels used to calculate the figures shown do not include the
reimbursement of expenses over certain levels by the fund's manager. Refer to
the section "Management of the Funds" for information about expense
reimbursement.
Phoenix-Zweig Government Cash Fund 17
<PAGE>
PHOENIX-ZWEIG GOVERNMENT FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
Phoenix-Zweig Government Fund has an investment objective to achieve a high
total return from current income and capital appreciation consistent with
preserving capital over the long term. There is no guarantee that the fund will
achieve its objective.
PRINCIPAL INVESTMENT STRATEGIES
[arrow] The fund invests primarily in U.S. Government securities of all
maturities and debt securities issued, collateralized or guaranteed by
the U.S. Treasury or a U.S. Government agency or instrumentality. U.S.
Government securities are considered to be of the highest credit
quality.
[arrow] The primary consideration in selecting U.S. Government securities is
managing risk related to changes in interest rate levels. One key
factor used by the adviser to measure risk is duration. Duration
measures the interest rate sensitivity of a fixed income security by
assessing and weighting the present value of the security's payment
pattern. Generally, the longer the maturity, the greater the duration
and therefore the greater effect interest rate changes have on the
price of the security.
[arrow] The fund alters its mix of short-, medium- and long-term holdings based
on market outlook to attempt to minimize interest rate risk.
[arrow] The fund's investment strategy may result in a higher portfolio
turnover rate for the fund. High portfolio turnover rates may increase
costs to the fund, may negatively affect fund performance, and may
increase capital gains distributions, resulting in greater tax
liability to you.
Please refer to "Additional Investment Techniques" for other investment
techniques of the fund.
PRINCIPAL RISKS
If you invest in this fund, you risk that you may lose your investment.
GENERAL
The value of your shares and the level of income you receive are subject to
risks associated with the types of securities selected for fund investment.
Neither the fund nor the adviser can assure you that a particular level of
income will consistently be achieved or that the value of the fund's investments
that supports your share value will increase. If the value of fund investments
decreases, your share value will decrease.
18 Phoenix-Zweig Government Fund
<PAGE>
INTEREST RATE RISK
Interest rate trends can have an affect on the value of your shares. If interest
rates rise, the value of debt securities generally will fall. Because the fund
may hold securities with longer maturities, the net asset value of the fund may
experience greater price fluctuations in response to changes in interest rates
than funds that hold only securities with short-term maturities. Prices of
longer-term securities are affected more by interest rate changes than prices of
shorter-term securities.
CREDIT RISK
Credit risk pertains to the issuer's ability to make scheduled interest or
principal payments. Generally, the lower a security's credit rating the greater
chance that the issuer will be unable to make such payments when due.
U.S. GOVERNMENT OBLIGATIONS
Obligations issued or guaranteed by the U.S. Government, its agencies,
authorities and instrumentalities only guarantee principal and interest will be
timely paid to holders of the securities. The entities do not guarantee that the
value of fund shares will increase. In addition, not all U.S. Government
securities are backed by the full faith and credit of the United States.
LONG-TERM MATURITIES
Fixed-income securities with longer maturities may be subject to greater price
fluctuations due to interest rate, tax law and general market changes.
Phoenix-Zweig Government Fund 19
<PAGE>
PERFORMANCE TABLES
The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Zweig Government Fund. The bar chart shows changes in the fund's
Class A Shares performance from year to year over a 10-year period.(1) The table
shows how the fund's average annual returns compare to those of a broad-based
securities market index. The fund's past performance is not necessarily an
indication of how the fund will perform in the future.
GOVERNMENT FUND
[GRAPHIC OMITTED]
CALENDAR YEAR ANNUAL RETURN (%)
1990 6.1
1991 14.4
1992 4.5
1993 10.4
1994 -2.8
1995 13.8
1996 -0.4
1997 8.4
1998 8.9
1999 -2.6
(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the 10-year period shown in the
chart above, the highest return for a quarter was 6.60% (quarter ending
September 30, 1998) and the lowest return for a quarter was (3.87)% (quarter
ending March 31, 1996). Year-to-date performance through March 31, 2000 was
2.19%.
<TABLE>
- ---------------------------------------------------------------------------------------------------------------
<CAPTION>
Average Annual Total Returns One Five Ten
(for the periods ending 12/31/99)(1) Year Years Years Life of the Fund(2)
- ---------------------------------------------------------------------------------------------------------------
Class A Class B Class C Class I
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class A Shares(3) (7.21)% 4.43% 5.38% -- -- -- --
- ---------------------------------------------------------------------------------------------------------------
Class B Shares (6.95)% -- -- -- 3.64% -- --
- ---------------------------------------------------------------------------------------------------------------
Class C Shares (3.09)% 4.95% -- -- -- 4.63% --
- ---------------------------------------------------------------------------------------------------------------
Class I Shares (2.31)% -- -- -- -- -- 4.80%
- ---------------------------------------------------------------------------------------------------------------
Lehman Brothers (2.24)% 7.43% 7.48% -- 6.16%(5) 6.68%(6) 4.61%(7)
Government Bond Index(4)
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund's average annual returns in the table above reflect the deduction
of the maximum sales charge for an investment in the fund's Class A Shares and a
full redemption in the fund's Class B and Class C Shares.
(2) Class B Shares since April 8, 1996, Class C Shares since February 4, 1992,
and Class I Shares since July 14, 1997.
(3) Phoenix/Zweig Advisers LLC assumed responsibility for managing the fund on
September 1, 1989.
(4) The Lehman Brothers Government Bond Index is an unmanaged, commonly used
measure of government bond market total return performance. The Index's
performance does not reflect sales charges.
(5) Index performance since April 30, 1996.
(6) Index performance since February 29, 1992.
(7) Index performance since July 31, 1997.
20 Phoenix-Zweig Government Fund
<PAGE>
FUND EXPENSES
- --------------------------------------------------------------------------------
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS I
SHARES SHARES SHARES SHARES
------ ------ ------ ------
<S> <C> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 4.75% None None None
Maximum Deferred Sales Charge (load) (as a percentage of None(a) 5%(b) 1.25%(c) None
the lesser of the value redeemed or the amount invested)
Maximum Sales Charge (load) Imposed on Reinvested None
Dividends None None None
Redemption Fee None None None None
Exchange Fee None None None None
---------------------------------------------------------
CLASS A CLASS B CLASS C CLASS I
SHARES SHARES SHARES SHARES
------ ------ ------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.60% 0.60% 0.60% 0.60%
Distribution and Service (12b-1) Fees (d) 0.30% 1.00% 0.75% None
Other Expenses 0.45% 0.45% 0.45% 0.45%
---- ---- ---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.35% 2.05% 1.80% 1.05%
==== ==== ==== ====
</TABLE>
(a) A 1% CDSC is imposed on redemptions within 12 months of purchases of $1
million or more originally purchased without an initial sales charge as
described under "Class A Shares--Reduced Sales Charges" in the Statement of
Additional Information.
(b) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 3% during the
third and fourth years and to 0% after the sixth year.
(c) The deferred sales charge is imposed on Class C Shares redeemed during the
first year only.
(d) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
("NASD").
EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. In the case of Class B Shares, it is
assumed that your shares are converted to Class A after seven years. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
Phoenix-Zweig Government Fund 21
<PAGE>
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $606 $882 $1,179 $2,022
- -----------------------------------------------------------------------------------------------------------------
Class B $608 $943 $1,203 $2,116
- -----------------------------------------------------------------------------------------------------------------
Class C $308 $566 $975 $2,116
- -----------------------------------------------------------------------------------------------------------------
Class I $107 $334 $579 $1,283
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
You would pay the following expenses if you did not redeem your shares:
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B $208 $643 $1,103 $2,116
- -----------------------------------------------------------------------------------------------------------------
Class C $183 $566 $975 $2,116
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
22 Phoenix-Zweig Government Fund
<PAGE>
PHOENIX-ZWEIG GROWTH & INCOME FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
Phoenix-Zweig Growth & Income Fund has an investment objective of increasing the
value of your investment over the long term (capital appreciation) and, to a
lesser extent, provide income (dividends) consistent with preserving capital and
reducing portfolio exposure to market risk. There is no guarantee that the fund
will achieve its objectives.
PRINCIPAL INVESTMENT STRATEGIES
[arrow] The adviser manages the fund's investment program, including security
selection, and maintains the general operation of the fund. The
subadviser determines asset allocations for the fund based on
fundamental and technical indicators that measure the risk and reward
characteristics of the stock and bond markets. The three main groups of
indicators are:
o Monetary indicators, including the trend of interest rates, Federal
Reserve policy, commodity prices, and economic activity;
o Sentiment indicators, including mutual funds' cash-to-assets ratio,
foreign buying and selling, and volume of initial and secondary
public offerings; and
o Momentum indicators, including new highs and lows,
up-volume-to-down-volume, and divergences between large- and
small-company stocks.
As the indicators point to increasing levels of market risk, the fund
may gradually reduce its market exposure. Not all of the fund's assets
may be fully invested throughout bull and bear markets, but, instead,
some profits may be left "on the table" as a strategy to limit losses.
As a result, the fund may not keep pace with all-equity benchmarks or
fully-invested stock funds during bull markets. While the fund attempts
to limit losses, it is not possible to eliminate risk entirely.
[arrow] Generally, emphasis is placed primarily on the subadviser's tactical
asset allocation strategy; security selection is secondary.
[arrow] The fund invests in up to 300 stocks divided approximately equally
between those chosen for their:
o Growth characteristics, which include positive earnings momentum and
above-average earnings; and
o Income characteristics, which include above-average dividend yields
and favorable dividend growth.
Phoenix-Zweig Growth & Income Fund 23
<PAGE>
Stocks selected for fund investment may be of any capitalization.
[arrow] Stocks are selected using quantitative analysis of growth indicators,
such as earnings, sales and cash flow; value indicators, such as price
to earnings; and miscellaneous indicators, such as price momentum.
[arrow] The fund's investment strategy may result in a higher portfolio
turnover rate for the fund. High portfolio turnover rates may increase
costs to the fund, may negatively affect fund performance, and may
increase capital gains distributions, resulting in greater tax
liability to you.
Temporary Defensive Strategy: When declines in the indices occur, or when
attempting to reduce fluctuations in net asset value, the adviser may reduce
market exposure by gradually selling securities and buying money market
instruments or by selling stock index or Treasury futures. Money market
instruments may include commercial paper, short-term corporate obligations, bank
deposits (including time deposits with a maturity of less than one year) and
other financial institution obligations. When this happens, the fund may not
achieve its investment objective.
Please refer to "Additional Investment Techniques" for other investment
techniques of the fund.
PRINCIPAL RISKS
If you invest in this fund, you risk that you may lose your investment.
GENERAL
The value of the fund's investments that supports your share value can decrease
as well as increase. If between the time you purchase shares and the time you
sell shares the value of the fund's investments decreases, you will lose money.
Investment values can decrease for a number of reasons. Conditions affecting the
overall economy, specific industries or companies in which the fund invests can
be worse than expected and investments may fail to perform as the adviser
expects. As a result, the value of your shares may decrease.
SMALL CAPITALIZATIONS
Companies with small capitalizations are often companies with a limited
operating history or companies in industries that have recently emerged due to
cultural, economic, regulatory or technological developments. Such developments
can have a significant impact or negative effect on small capitalization
companies and their stock performance and can make investment returns highly
volatile. Product lines are often less diversified and subject to competitive
threats. Smaller capitalization stocks are subject to varying patterns of
trading volume and may, at times, be difficult to sell.
24 Phoenix-Zweig Growth & Income Fund
<PAGE>
GROWTH STOCKS
Because growth stocks typically make little or no dividend payments to
shareholders, investment return is based on a stock's capital appreciation,
making return more dependent on market increases and decreases. Growth stocks
are therefore more volatile than non-growth stocks to market changes, tending to
rise faster when markets rise and drop more sharply when markets fall.
PERFORMANCE TABLES
The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Zweig Growth & Income Fund. The bar chart shows changes in the
fund's Class A Shares performance from year to year over the life of the
fund.(1) The table shows how the fund's average annual returns compare to those
of a broad-based securities market index. The fund's past performance is not
necessarily an indication of how the fund will perform in the future.
GROWTH & INCOME FUND
[GRAPHIC OMITTED]
CALENDAR YEAR ANNUAL RETURN (%)
1997 23.1
1998 -1.6
1999 1.1
(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the period shown in the chart
above, the highest return for a quarter was 13.47% (quarter ending December 31,
1998) and the lowest return for a quarter was (18.54)% (quarter ending September
30, 1998). Year-to-date performance through March 31, 2000 was 9.73%.
<TABLE>
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Average Annual Total Returns
(for the periods ending 12/31/99)(1) One Year Life of the Fund(2)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Class A Shares(3) (4.72)% 4.90%
- -------------------------------------------------------------------------------------------------------------------
Class B Shares (3.21)% 5.33%
- -------------------------------------------------------------------------------------------------------------------
Class C Shares 0.45% 6.19%
- -------------------------------------------------------------------------------------------------------------------
Class I Shares 1.46% 7.25%
- -------------------------------------------------------------------------------------------------------------------
S&P 500 Composite Stock Price Index(4) 21.14% 25.96%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund's average annual returns in the table above reflect the deduction
of the maximum sales charge for an investment in the fund's Class A Shares and a
full redemption in the fund's Class B and Class C Shares.
(2) Class A, Class B, Class C and Class I Shares since November 26, 1996.
(3) Class A Share performance has been restated to reflect the deduction of the
current maximum sales charge.
(4) The S&P 500 Composite Stock Price Index is an unmanaged, commonly used
measure of stock market total return performance. The Index's performance does
not reflect sales charges.
Phoenix-Zweig Growth & Income Fund 25
<PAGE>
Fund Expenses
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS I
SHARES SHARES SHARES SHARES
------ ------ ------ ------
<S> <C> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 5.75% None None None
Maximum Deferred Sales Charge (load) (as a percentage of None(a) 5%(b) 1.25%(c) None
the lesser of the value redeemed or the amount invested)
Maximum Sales Charge (load) Imposed on Reinvested None
Dividends None None None
Redemption Fee None None None None
Exchange Fee None None None None
---------------------------------------------------------
CLASS A CLASS B CLASS C CLASS I
SHARES SHARES SHARES SHARES
------ ------ ------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.75% 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees (d) 0.30% 1.00% 1.00% None
Other Expenses 0.75% 0.75% 0.75% 0.75%
---- ---- ---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.80% 2.50% 2.50% 1.50%
==== ==== ==== ====
</TABLE>
- ------------
(a) A 1% CDSC is imposed on redemptions within 12 months of purchases of $1
million or more originally purchased without an initial sales charge as
described under "Class A Shares--Reduced Sales Charges" in the Statement of
Additional Information.
(b) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 3% during the
third and fourth years and to 0% after the sixth year.
(c) The deferred sales charge is imposed on Class C Shares redeemed during the
first year only.
(d) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
("NASD").
EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. In the case of Class B Shares, it is
assumed that your shares are converted to Class A after seven years. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
26 Phoenix-Zweig Growth & Income Fund
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $747 $1,109 $1,494 $2,569
- ------------------------------------------------------------------------------------------------------------------
Class B $653 $1,079 $1,431 $2,584
- ------------------------------------------------------------------------------------------------------------------
Class C $378 $779 $1,331 $2,836
- ------------------------------------------------------------------------------------------------------------------
Class I $153 $474 $818 $1,791
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
You would pay the following expenses if you did not redeem your shares:
<TABLE>
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B $253 $779 $1,331 $2,584
- ------------------------------------------------------------------------------------------------------------------
Class C $253 $779 $1,331 $2,836
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
Phoenix-Zweig Growth & Income Fund 27
<PAGE>
PHOENIX-ZWEIG MANAGED ASSETS
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
Phoenix-Zweig Managed Assets has an investment objective of increasing your
investment from capital appreciation, dividends and interest consistent with
preserving capital and reducing portfolio exposure to market risk. There is no
guarantee that the fund will achieve its objective. The fund's objective may be
changed without shareholder approval.
PRINCIPAL INVESTMENT STRATEGIES
[arrow] The adviser manages the fund's investment program, including security
selection, and maintains the general operation of the fund. The
subadviser determines asset allocations for the fund based on
fundamental and technical indicators that measure the risk and reward
characteristics of the stock and bond markets. The three main groups of
indicators are:
o Monetary indicators, including the trend of interest rates, Federal
Reserve policy, commodity prices, and economic activity;
o Sentiment indicators, including mutual funds' cash-to-assets ratio,
foreign buying and selling, and volume of initial and secondary
public offerings; and
o Momentum indicators, including new highs and lows,
up-volume-to-down-volume, and divergences between large- and
small-company stocks.
As the indicators point to increasing levels of market risk, the fund
may gradually reduce its market exposure. Not all of the fund's assets
may be fully invested throughout bull and bear markets, but, instead,
some profits may be left "on the table" as a strategy to limit losses.
As a result, the fund may not keep pace with all-equity benchmarks or
fully-invested stock funds during bull markets. While the fund attempts
to limit losses, it is not possible to eliminate risk entirely.
[arrow] Generally, emphasis is placed primarily on the subadviser's tactical
asset allocation strategy; security selection is secondary.
[arrow] The fund allocates its assets among domestic and foreign:
o Stocks,
o Bonds,
o Short-term instruments,
28 Phoenix-Zweig Managed Assets
<PAGE>
o Currencies, and
o Currency-related investments.
[arrow] Stocks are selected using quantitative analysis of growth indicators
such as earnings, sales and cash flow; value indicators such as price
to earnings and miscellaneous indicators such as price momentum. Stocks
maybe of any capitalization and may be either foreign or U.S.
Generally, up to 200 U.S. stocks are selected from among 750 stocks
that the adviser believes to be comparable in market capitalization and
liquidity to stocks in the Standard & Poor's 500 Consumer Stock Price
Index (S&P 500). As of March 31, 2000 the capitalization range for the
S& P 500 was approximately $303 million to $550 billion. The adviser
attempts to select foreign stocks that, in the aggregate, are expected
to perform similarly to the major stock market indices of a particular
country.
[arrow] The fund may invest up to 60% of its assets in foreign and domestic
bonds of any maturity which are rated at the time of investment "A" or
higher by Moody's Investors Service, Inc. or Standard & Poor's
Corporation, or if unrated, are judged to be of comparable quality by
the adviser. The primary consideration in selecting bonds is managing
risk related to changes in interest rate levels. One key factor used by
the adviser to measure risk is duration. Duration measures the interest
rate sensitivity of a fixed income security by assessing and weighting
the present value of the security's payment pattern. Generally, the
longer the maturity, the greater the duration and therefore the greater
effect interest rate changes have on the price of the security. The
fund also alters its mix of short-, medium- and long-term holdings
based on market outlook to attempt to minimize interest rate risk. The
fund may continue to hold securities whose credit quality falls below
investment grade.
[arrow] Forward currency exchange contracts, options and futures related to
foreign currencies, and securities indexed to foreign currencies may be
included in the fund's portfolio to take advantage of currency
fluctuations. Currency exchange contracts are agreements to exchange
one currency for another at a set rate on a future date. They may be
used to lock in an exchange rate for purchases of securities
denominated in foreign currencies.
[arrow] The fund may invest up to 50% of its assets in foreign securities that
are not publicly traded in the United States, but not more than 15% of
its assets may be invested in any one foreign country. Since foreign
countries may offer potentially more growth than the U.S. as new
markets or industries open, the fund may attempt to cash in on such
growth.
[arrow] The fund's investment strategy may result in a higher portfolio
turnover rate for the fund. High portfolio turnover rates may increase
costs to the fund, may negatively affect fund performance, and may
increase capital gains distributions, resulting in greater tax
liability to you.
Phoenix-Zweig Managed Assets 29
<PAGE>
Temporary Defensive Strategy: When declines in the indices occur, or when
attempting to reduce fluctuations in net asset value, the adviser may reduce
market exposure by gradually selling securities and buying money market
instruments or by selling stock index or Treasury futures. Money market
instruments may include commercial paper, short-term corporate obligations, bank
deposits (including time deposits with a maturity of less than one year) and
other financial institution obligations. When this happens, the fund may not
achieve its investment objective.
Please refer to "Additional Investment Techniques" for other investment
techniques of the fund.
PRINCIPAL RISKS
If you invest in this fund, you risk that you may lose your investment.
GENERAL
The value of the fund's investments that supports your share value can decrease
as well as increase. If between the time you purchase shares and the time you
sell shares the value of the fund's investments decreases, you will lose money.
Investment values can decrease for a number of reasons. Conditions affecting the
overall economy, specific industries or companies in which the fund invests can
be worse than expected and investments may fail to perform as the adviser
expects. As a result, the value of your shares may decrease. Likewise, if
interest rates rise, generally the value of fixed income investments will fall,
which will also result in the decrease of share values.
In addition, if the adviser misjudges the return potential of securities, or the
ability of issuers to make scheduled principal and interest payments, the fund's
returns may be lower than prevailing returns and the fund's income available for
distribution may be less than other funds of this type.
FOREIGN INVESTING
Investing in securities of non-U.S. companies involves special risks and
considerations not typically associated with investing in U.S. companies, such
as:
o less publicly available information about foreign countries;
o political and economic instability within countries;
o differences in financial reporting standards and transaction
settlement systems;
o the possibility of expropriation or confiscatory taxation; and
o changes in investment or exchange regulations.
Some investments may be made in currencies other than U.S. dollars that will
fluctuate in value as a result of changes in the currency exchange rates.
Exchange rate fluctuations can cause the value of your shares to decrease or
increase. Generally, when the value of the U.S. dollar increases against the
foreign currency in which an investment is denominated, the security tends to
decrease in value which, in turn, may cause the value of your shares to
decrease.
30 Phoenix-Zweig Managed Assets
<PAGE>
GROWTH STOCKS
Because growth stocks typically make little or no dividend payments to
shareholders, investment return is based on a stock's capital appreciation,
making return more dependent on market increases and decreases. Growth stocks
are therefore more volatile than non-growth stocks to market changes, tending to
rise faster when markets rise and drop more sharply when markets fall.
SMALL CAPITALIZATIONS
Companies with small capitalizations are often companies with a limited
operating history or companies in industries that have recently emerged due to
cultural, economic, regulatory or technological developments. Such developments
can have a significant impact or negative effect on small capitalization
companies and their stock performance and can make investment returns highly
volatile. Product lines are often less diversified and subject to competitive
threats. Smaller capitalization stocks are subject to varying patterns of
trading volume and may, at times, be difficult to sell.
INTEREST RATE RISK
Interest rate trends can have an affect on the value of your shares. If interest
rates rise, the value of debt securities generally will fall. Because the fund
may hold securities with longer maturities, the net asset value of the fund may
experience greater price fluctuations in response to changes in interest rates
than funds that hold only securities with short-term maturities. Prices of
longer-term securities are affected more by interest rate changes than prices of
shorter-term securities.
CREDIT RISK
Credit risk pertains to the issuer's ability to make scheduled interest or
principal payments. Generally, the lower a security's credit rating the greater
chance that the issuer will be unable to make such payments when due.
LONG-TERM MATURITIES
Fixed-income securities with longer maturities may be subject to greater price
fluctuations due to interest rate, tax law and general market changes.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS AND FUTURES
Currency exchange contracts involve the risk that currency movements will be
inaccurately predicted, in which case the fund's return would be adversely
affected. In addition, some futures and forward exchange currency contracts are
customized financial contracts between two parties which subject them to the
additional risk that the counterparty will not meet its obligations. They also
may be less liquid and more difficult to value than standardized contracts
traded on a regulated exchange.
Phoenix-Zweig Managed Assets 31
<PAGE>
PERFORMANCE TABLES
The bar chart and table below provide some indication of the risks of investing
in Phoenix-Zweig Managed Assets. The bar chart shows changes in the fund's Class
A Shares performance from year to year over the life of the fund.(1) The table
shows how the fund's average annual returns compare to those of a broad-based
securities market index. The fund's past performance is not necessarily an
indication of how the fund will perform in the future.
MANAGED ASSETS
[GRAPHIC OMITTED]
CALENDAR YEAR ANNUAL RETURN (%)
1994 -2.9
1995 16.3
1996 9.8
1997 15.5
1998 14.9
1999 8.8
(1) The fund's average annual returns in the chart above do not
reflect the deduction of any sales charges. The returns would have been less
than those shown if sales charges were deducted. During the period shown in the
chart above, the highest return for a quarter was 9.59% (quarter ending March
31, 1998) and the lowest return for a quarter was (4.17)% (quarter ending
September 30, 1998). Year-to-date performance through March 31, 2000 was 0.57%.
<TABLE>
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
Average Annual Total Returns One Five
(for the periods ending 12/31/99)(1) Year Years Life of the Fund(2)
- ------------------------------------------------------------------------------------------------------------------
Class A Class B Class C Class I
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A Shares(3) 2.55% 11.67% 9.65% -- -- --
- ------------------------------------------------------------------------------------------------------------------
Class B Shares 4.06% -- -- 11.71% -- --
- ------------------------------------------------------------------------------------------------------------------
Class C Shares 8.01% 12.19% -- -- 9.81% --
- ------------------------------------------------------------------------------------------------------------------
Class I Shares 9.08% -- -- -- -- 13.94%
- ------------------------------------------------------------------------------------------------------------------
MSCI World Index(4) 25.34% 20.25% 18.43% 19.83% 18.43% 20.75%
- ------------------------------------------------------------------------------------------------------------------
Salomon World Government Bond
Index-U.S. Dollar Currency Hedged(5) 1.32% 9.81% 7.78% 8.49% 7.78% 7.26%
- ------------------------------------------------------------------------------------------------------------------
Balanced Benchmark(6) 14.26% 11.90% 11.63% 11.21% 11.63% 14.17%(7)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund's average annual returns in the table above reflect the deduction
of the maximum sales charge for an investment in the fund's Class A Shares and a
full redemption in the fund's Class B and Class C Shares.
(2) Class A and Class C Shares since February 8, 1993, Class B Shares since
April 8, 1996, and Class I Shares from November 1, 1996.
(3) Class A Share performance has been restated to reflect the deduction of the
current maximum sales charge.
(4) Morgan Stanley Capital International World Index is a market capitalization
weighted index composed of companies representative of the market structure of
21 developed market countries in North America, Europe, and the Asia/Pacific
region. The index is calculated in U.S. dollars with dividends reinvested.
(5) Salomon World Government Bond Index- U.S. Dollar Currency Hedged is a market
capitalization weighted index consisting of the government bond markets of 18
developed nations. The index is hedged into U.S. dollars to eliminate the impact
of currency exchange rate fluctuations.
(6) The Balanced Benchmark is a composite index made up of 50% of the Morgan
Stanley Capital International (MSCI) World Index and 50% of the Salomon Currency
Hedged World Government Bond Index. The index's performance does not reflect
sales charges.
(7) Benchmark performance since November 30, 1996.
32 Phoenix-Zweig Managed Assets
<PAGE>
FUND EXPENSES
- --------------------------------------------------------------------------------
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS I
SHARES SHARES SHARES SHARES
------ ------ ------ ------
<S> <C> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 5.75% None None None
Maximum Deferred Sales Charge (load) (as a percentage of None(a) 5%(b) 1.25%(c) None
the lesser of the value redeemed or the amount invested)
Maximum Sales Charge (load) Imposed on Reinvested None
Dividends None None None
Redemption Fee None None None None
Exchange Fee None None None None
---------------------------------------------------------
CLASS A CLASS B CLASS C CLASS I
SHARES SHARES SHARES SHARES
------ ------ ------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 1.00% 1.00% 1.00% 1.00%
Distribution and Service (12b-1) Fees (d) 0.30% 1.00% 1.00% None
Other Expenses 0.21% 0.21% 0.21% 0.21%
---- ---- ---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.51% 2.21% 2.21% 1.21%
==== ==== ==== ====
</TABLE>
- ------------
(a) A 1% CDSC is imposed on redemptions within 12 months of purchases of $1
million or more originally purchased without an initial sales charge as
described under "Class A Shares--Reduced Sales Charges" in the Statement of
Additional Information.
(b) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 3% during the
third and fourth years and to 0% after the sixth year.
(c) The deferred sales charge is imposed on Class C Shares redeemed during the
first year only.
(d) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
("NASD").
EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. In the case of Class B Shares, it is
assumed that your shares are converted to Class A after seven years. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
Phoenix-Zweig Managed Assets 33
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $720 $1,025 $1,351 $2,273
- ------------------------------------------------------------------------------------------------------------------
Class B $624 $991 $1,285 $2,285
- ------------------------------------------------------------------------------------------------------------------
Class C $349 $691 $1,185 $2,544
- ------------------------------------------------------------------------------------------------------------------
Class I $123 $384 $665 $1,466
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
You would pay the following expenses if you did not redeem your shares:
<TABLE>
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B $224 $691 $1,185 $2,285
- ------------------------------------------------------------------------------------------------------------------
Class C $224 $691 $1,185 $2,285
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
34 Phoenix-Zweig Managed Assets
<PAGE>
PHOENIX-ZWEIG STRATEGY FUND
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
Phoenix-Zweig Strategy Fund has an investment objective of increasing the value
of your investment over the long term (capital appreciation) consistent with
preserving capital and reducing portfolio exposure to market risk. There is no
guarantee that the fund will achieve its objective.
PRINCIPAL INVESTMENT STRATEGIES
[arrow] The adviser manages the fund's investment program, including security
selection, and maintains the general operation of the fund. The
subadviser determines asset allocations for the fund based on
fundamental and technical indicators that measure the risk and reward
characteristics of the stock and bond markets. The three main groups of
indicators are:
o Monetary indicators, including the trend of interest rates, Federal
Reserve policy, commodity prices, and economic activity;
o Sentiment indicators, including mutual funds' cash-to-assets ratio,
foreign buying and selling, and volume of initial and secondary
public offerings; and
o Momentum indicators, including new highs and lows,
up-volume-to-down-volume, and divergences between large- and
small-company stocks.
As the indicators point to increasing levels of market risk, the fund
may gradually reduce its market exposure. Not all of the fund's assets
may be fully invested throughout bull and bear markets, but, instead,
some profits may be left "on the table" as a strategy to limit losses.
As a result, the fund may not keep pace with all-equity benchmarks or
fully-invested stock funds during bull markets. While the fund attempts
to limit losses, it is not possible to eliminate risk entirely.
[arrow] Generally, emphasis is placed primarily on the subadviser's tactical
asset allocation strategy; security selection is secondary.
[arrow] The fund invests primarily in common stocks of companies with large
capitalizations (generally over $1 billion) with both value or growth
characteristics.
[arrow] Stocks are selected using quantitative analysis of growth indicators,
such as earnings, sales and cash flow; value indicators, such as price
to earnings; and miscellaneous indicators, such as price momentum.
Phoenix-Zweig Strategy Fund 35
<PAGE>
[arrow] Generally, up to 300 stocks are selected from the 1,000 most liquid
stocks that the adviser considers to be comparable to the stocks
included in the S&P 500.
[arrow] The fund's investment strategy may result in a higher portfolio
turnover rate for the fund. High portfolio turnover rates may increase
costs to the fund, may negatively affect fund performance, and may
increase capital gains distributions, resulting in greater tax
liability to you.
Temporary Defensive Strategy: When declines in the indices occur, or when
attempting to reduce fluctuations in net asset value, the adviser may reduce
market exposure by gradually selling securities and buying money market
instruments or by selling stock index or Treasury futures. Money market
instruments may include commercial paper, short-term corporate obligations, bank
deposits (including time deposits with a maturity of less than one year) and
other financial institution obligations. When this happens, the fund may not
achieve its investment objective.
Please refer to "Additional Investment Techniques" for other investment
techniques of the fund.
PRINCIPAL RISKS
If you invest in this fund, you risk that you may lose your investment.
GENERAL
The value of the fund's investments that supports your share value can decrease
as well as increase. If between the time you purchase shares and the time you
sell shares the value of the fund's investments decreases, you will lose money.
Investment values can decrease for a number of reasons. Conditions affecting the
overall economy, specific industries or companies in which the fund invests can
be worse than expected and investments may fail to perform as the adviser
expects. As a result, the value of your shares may decrease.
GROWTH STOCKS
Because growth stocks typically make little or no dividend payments to
shareholders, investment return is based on a stock's capital appreciation,
making return more dependent on market increases and decreases. Growth stocks
are therefore more volatile than non-growth stocks to market changes, tending to
rise faster when markets rise and drop more sharply when markets fall.
36 Phoenix-Zweig Strategy Fund
<PAGE>
PERFORMANCE TABLES
The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Zweig Strategy Fund. The bar chart shows changes in the fund's
Class A Shares performance from year to year over a 10-year period.(1) The table
shows how the fund's average annual returns compare to those of a broad-based
securities market index. The fund's past performance is not necessarily an
indication of how the fund will perform in the future.
STRATEGY FUND
[GRAPHIC OMITTED]
CALENDAR YEAR ANNUAL RETURN (%)
1990 -2.2
1991 23.4
1992 7.6
1993 15.0
1994 1.1
1995 25.1
1996 13.0
1997 18.1
1998 -1.9
1999 2.6
(1) The fund's average annual returns in the chart above do not reflect the
deduction of any sales charges. The returns would have been less than those
shown if sales charges were deducted. During the 10-year period shown in the
chart above, the highest return for a quarter was 13.13% (quarter ending
December 31, 1998) and the lowest return for a quarter was (19.92)% (quarter
ending September 30, 1998). Year-to-date performance through March 31, 2000 was
(0.62)%.
<TABLE>
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Average Annual Total Returns One Five Ten
(for the periods ending 12/31/99)(1) Year Years Years Life of the Fund(2)
- -------------------------------------------------------------------------------------------------------------------
Class A Class B Class C Class I
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class A Shares(3) (3.27)% 9.64% 9.12% -- -- -- --
- -------------------------------------------------------------------------------------------------------------------
Class B Shares (1.13)% -- -- -- 5.79% -- --
- -------------------------------------------------------------------------------------------------------------------
Class C Shares (1.94)% 10.17% -- -- -- 8.67% --
- -------------------------------------------------------------------------------------------------------------------
Class I Shares (2.96)% -- -- -- -- -- 7.80%
- -------------------------------------------------------------------------------------------------------------------
S&P 500 Composite 21.14% 28.66% 18.25% -- 26.92% 20.25% 28.26%
Stock Price Index(4)
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund's average annual returns in the table above reflect the deduction
of the maximum sales charge for an investment in the fund's Class A Shares and a
full redemption in the fund's Class B and Class C Shares.
(2) Class B Shares since April 8, 1996, Class C Shares since February 4, 1992,
and Class I Shares since November 1, 1996.
(3) Class A Share performance has been restated to reflect the deduction of the
current maximum sales charge.
(4) The S&P 500 Composite Stock Price Index is an unmanaged, commonly used
measure of stock market total return performance. The Index's performance does
not reflect sales charges.
Phoenix-Zweig Strategy Fund 37
<PAGE>
FUND EXPENSES
- --------------------------------------------------------------------------------
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS I
SHARES SHARES SHARES SHARES
------ ------ ------ ------
<S> <C> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases (as a
percentage of offering price) 5.75% None None None
Maximum Deferred Sales Charge (load) (as a percentage of None(a) 5%(b) 1.25%(c) None
the lesser of the value redeemed or the amount invested)
Maximum Sales Charge (load) Imposed on Reinvested None
Dividends None None None
Redemption Fee None None None None
Exchange Fee None None None None
---------------------------------------------------------
CLASS A CLASS B CLASS C CLASS I
SHARES SHARES SHARES SHARES
------ ------ ------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.75% 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees (d) 0.30% 1.00% 1.00% None
Other Expenses 0.23% 0.23% 0.23% 0.23%
---- ---- ---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.28% 1.98% 1.98% 0.98%
==== ==== ==== ====
</TABLE>
- ------------
(a) A 1% CDSC is imposed on redemptions within 12 months of purchases of $1
million or more originally purchased without an initial sales charge as
described under "Class A Shares--Reduced Sales Charges" in the Statement of
Additional Information.
(b) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 3% during the
third and fourth years and to 0% after the sixth year.
(c) The deferred sales charge is imposed on Class C Shares redeemed during the
first year only.
(d) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
("NASD").
EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. In the case of Class B Shares, it is
assumed that your shares are converted to Class A after seven years. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
38 Phoenix-Zweig Strategy Fund
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $698 $958 $1,237 $2,031
- ------------------------------------------------------------------------------------------------------------------
Class B $601 $921 $1,168 $2,041
- ------------------------------------------------------------------------------------------------------------------
Class C $326 $621 $1,068 $2,306
- ------------------------------------------------------------------------------------------------------------------
Class I $100 $312 $542 $1,201
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
You would pay the following expenses if you did not redeem your shares:
<TABLE>
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B $201 $621 $1,068 $2,041
- ------------------------------------------------------------------------------------------------------------------
Class C $201 $621 $1,068 $2,306
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
Phoenix-Zweig Strategy Fund 39
<PAGE>
ADDITIONAL INVESTMENT TECHNIQUES
- --------------------------------------------------------------------------------
ADDITIONAL INVESTMENT TECHNIQUES
In addition to the Principal Investment Strategies and Risks, the Phoenix-Zweig
Appreciation Fund ("Appreciation Fund"), Phoenix-Zweig Foreign Equity Fund
("Foreign Fund"), Phoenix-Zweig Government Cash Fund ("Cash Fund"),
Phoenix-Zweig Government Fund ("Government Fund"), Phoenix-Zweig Growth & Income
Fund ("Growth & Income Fund"), Phoenix-Zweig Managed Assets ("Managed Assets
Fund") and Phoenix-Zweig Strategy Fund ("Strategy Fund") may engage in the
following non-principal investment techniques as indicated:
MONEY MARKET INSTRUMENTS
The funds may invest in short-term high-quality debt securities to reduce
exposure to stock and bond markets and to reduce fluctuations in a fund's net
asset value. Money market securities include short-term U.S. Government
obligations, commercial paper, other short-term corporate obligations, bank
deposits and other financial institution obligations.
FUTURES CONTRACTS AND OPTIONS
Each fund, except the Cash Fund, may buy or sell any type of futures contracts
and options related to its investments to increase or reduce market exposure or
alter its asset mix. Each of the funds intends to devote not more than 5% of its
assets to option premiums or more than 15% to margin on futures contracts.
Generally, the funds sell stock index or Treasury futures to reduce exposure to
stock and bond markets. Futures and options involve market risk in excess of
their value. The use of futures or options may result in larger losses or
smaller gains than otherwise would be the case. The prices of futures and
options and the price movements of the securities that the future or option is
intended to simulate may not correlate well. Futures and options transactions
may be less liquid than other securities.
CURRENCY EXCHANGE CONTRACTS AND RELATED OPTIONS AND FUTURES
Foreign and Managed Assets Funds may enter into forward currency exchange
contracts, may buy and sell options and futures contracts relating to foreign
currencies and may purchase securities indexed to foreign currencies. These
transactions may be less liquid than other securities and the counterparty to
such transaction may not perform as expected which may result in losses to the
funds.
SELLING SHORT
Each fund, except the Cash fund, may sell a security or future short. In order
to establish a short position in a security, the fund must first borrow the
security from a broker or other institution to complete the sale. The fund may
not always be able to borrow a security, or to close out a short position at a
particular time or at an acceptable price. If the price of the borrowed security
increases between the date of the short sale and the date on which the fund
40 Phoenix-Zweig Trust
<PAGE>
replaces the security, the fund may experience losses. The fund's losses on a
short sale is limited only by the maximum attainable price of the security
(which could be limitless) less the price the fund paid for the security at the
time it was borrowed.
FOREIGN SECURITIES
Appreciation and Growth & Income Funds may each invest up to 15% of its net
assets in foreign securities that are not publicly traded in the United States,
including American Depository Receipts. Investments in non-U.S. companies
involve additional risks and conditions, including differences in accounting
standards, generally higher commission rates, differences in transaction
settlement systems, political instability, and the possibility of confiscatory
or expropriation taxes. Political and economic uncertainty in foreign countries,
as well as less public information about foreign investments, may negatively
impact the fund's portfolio. Dividends and other income payable on foreign
securities may also be subject to foreign taxes. Some investments may be made in
currencies other than U.S. dollars that will fluctuate in value as a result of
changes in the currency exchange rate. Foreign markets and currencies may not
perform as well as U.S. markets.
Risks associated with foreign investments may be intensified in emerging market
countries, and such countries and companies doing business in such countries may
not have the same range of opportunities and have more obstacles to financial
success than their counterparts in developed nations.
U.S. GOVERNMENT SECURITIES
Appreciation and Growth & Income Funds may invest in U.S. Government securities
with maturities of five (5) years or less. Obligations issued or guaranteed by
the U.S. Government, its agencies, authorities and instrumentalities only
guarantee principal and interest will be timely paid. The entities do not
guarantee that the value of portfolio shares will increase. In addition, not all
U.S. Government securities are backed by the full faith and credit of the United
States.
COLLATERALIZED MORTGAGE OBLIGATIONS
The funds may investment in collateralized mortgage obligations (CMOs). Early
payoffs on the underlying loans may result in the fund receiving less income
than originally anticipated. The variability in prepayments tends to limit price
gains when interest rates drop and exaggerate price declines when interest rtes
rise. In the event of high prepayments, the fund may be required to invest the
proceeds at lower interest rates, causing the fund to earn less than if the
prepayments had not occurred.
REPURCHASE AGREEMENTS
The funds may enter into repurchase agreements. Repurchase agreements offer a
means of generating income from excess cash that a fund might otherwise hold.
Delays in payment or losses may result if the other party to the agreement
defaults or becomes insolvent.
Phoenix-Zweig Trust 41
<PAGE>
MUTUAL FUND INVESTING
Each fund may invest up to 10% of its assets in other investment companies if
the adviser believes that the fund's investment objective will be furthered by
doing so. Assets invested in other mutual funds incur a layering of expenses
including operating costs, advisory fees and administrative fees that you, as a
shareholder in the funds, indirectly bear.
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS
The funds may purchase a bond or stock with delivery of the security and payment
deferred to a future date. The value of the security on settlement date may be
more or less than the price paid as a result of changes in interest rates and
market conditions. If the value on settlement date is less, the value of your
shares may decline.
ILLIQUID SECURITIES
Each of the funds, except Cash fund, may invest up to 15% of its net assets in
illiquid securities. The Cash Fund may invest up to 10% of its assets in
illiquid securities. Illiquid and restricted securities may be difficult to sell
or may be sold only pursuant to certain legal restrictions. Difficulty in
selling securities may result in a loss to the fund or entail expenses not
normally associated with the sale of a security.
LENDING SECURITIES
The funds may lend securities to brokers/dealers and institutions as a means of
earning income. Delays or losses could result if a borrower becomes insolvent or
defaults on its obligation to return the loaned security.
BORROWING
The funds may make temporary borrowings from banks to cover redemptions. If a
fund should borrow and the performance of the fund's investments fail to cover
interest and other costs of borrowing, the net asset value of its shares will
decrease faster than if no borrowing took place.
The funds may buy other types of securities or employ other portfolio management
techniques. Please refere to the Statement of Additional Information for more
detailed information about these and other investment techniques of the funds.
42 Phoenix-Zweig Trust
<PAGE>
MANAGEMENT OF THE FUNDS
- --------------------------------------------------------------------------------
THE ADVISERS
Phoenix-Zweig Advisers LLC ("Phoenix-Zweig") (formerly Zweig/Glaser Advisers
LLC) is the investment adviser to each of the funds and is located at 900 Third
Avenue, New York, NY 10022. As of December 31, 1999, Phoenix-Zweig was managing
twelve funds with net assets of approximately $1.8 billion and acting as adviser
to two closed-end funds with more than $1.4 billion in assets. Phoenix-Zweig has
been managing funds since 1989.
Phoenix-Zweig is a wholly-owned subsidiary of Phoenix Investment Partners, Ltd.
("PXP"), a Delaware corporation, located at 56 Prospect St., Hartford, CT 06115.
PXP is a publicly-traded independent registered investment advisory firm, and
has served investors for over 70 years. As of December 31, 1999, PXP had over
$64.6 billion in assets under management.
Subject to the direction of the Trust's Board of Trustees, Phoenix/Zweig is
responsible for managing the funds' investment program, selecting specific
securities for the funds, and maintaining the general operations of the funds.
Phoenix/Zweig manages the funds' assets to conform with the investment policies
as described in this prospectus.
The funds pay Phoenix/Zweig a monthly investment management fee that is accrued
daily against the value of the fund's net assets at the following annual rates.
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
Appreciation Fund,
Foreign Equity Fund, Growth & Income Fund
and Managed and Government
Assets Fund Strategy Fund Government Fund Cash Fund
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Management Fee 1.00% 0.75% 0.60% 0.50%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
Zweig Consulting LLC ("Zweig Consulting"), a New York limited liability company,
acts as the investment subadviser for the funds and is located at 900 Third
Avenue, New York, NY 10022. Dr. Martin E. Zweig serves as President of the Trust
and of Zweig Consulting. Dr. Zweig and his associates determine the asset
allocation strategy for all of the Phoenix-Zweig mutual funds, except the
Government Cash Fund. Dr. Zweig does not select the individual securities to
implement the strategy. The portfolio managers select the specific securities
for each fund. Dr. Martin E. Zweig, President of Zweig Consulting LLC, developed
the asset allocation strategy that he and his team employ. Dr. Zweig has been a
regular panelist on PBS television's Wall $treet Week with Louis Rukeyser for
over 25 years and, in 1992, was inducted into the program's Hall of Fame. He is
also the author of the books Winning on Wall Street, The ABCs of Market
Forecasting and Winning with New IRAs.
Phoenix/Zweig pays Zweig Consulting a subadvisory fee of approximately
$2,500,000 per year, allocated monthly.
Phoenix-Zweig Trust 43
<PAGE>
The adviser has voluntarily agreed to assume operating expenses of the
Government Cash Fund (excluding interest, taxes, brokerage commissions, 12b-1
fees, and extraordinary expenses) until April 30, 2001 to the extent that such
expenses exceed 0.35% of the average annual net assets of that fund.
During the funds' last fiscal year, the funds paid total management fees of
$15,198,917.
PORTFOLIO MANAGEMENT
Investment and trading decisions for the funds are made by a team of investment
professionals. Dr. Martin E. Zweig, President of Zweig Consulting, and a team of
analysts determine the overall asset allocation strategy for each of the funds,
except the Government Cash Fund. Carlton Neel and his team of portfolio managers
are primarily responsible for the day-to-day investment decisions related to the
funds.
Dr. Zweig is President of Zweig Consulting LLC and of the Trust. He serves as
Chairman and President of The Zweig Total Return Fund, Inc. (since 1988) and The
Zweig Fund, Inc. (since 1986); Managing Director of Zweig-DiMenna Associates
LLC; President of Zweig-DiMenna International Managers, Inc., Zweig-Dimenna
Associates, Inc. and Gotham Advisors, Inc. He serves as a member of the
Undergraduate Executive Board of the Wharton School, University of Pennsylvania
and as Trustee of the Manhattan Institute. Prior to March 1, 1999, Dr. Zweig
served as Chairman of the adviser and of Euclid Advisors LLC.
Carlton Neel has served as the senior portfolio manager for the Strategy Fund,
Appreciation Fund and Growth & Income Fund since January 1, 2000, for Managed
Assets and the Government Fund since July 5, 1995, and for the Foreign Equity
Fund since its inception. Mr. Neel is Senior Vice President of the Trust and of
Phoenix/Zweig Advisers LLC. Mr. Neel received a dual B.A. in Economics and
Political Science from Brown University. Prior to joining the Zweig Companies,
he was a Vice President with J.P. Morgan & Co., Inc.
Beth Abraham has served as portfolio manager for the Government Cash Fund and as
an Assistant Vice President of the Trust since 1995. Ms. Abraham's experience
includes consulting to the mutual fund industry and acting as a Senior
Compliance Examiner in the New York Regional Office of the Securities and
Exchange Commission.
44 Phoenix-Zweig Trust
<PAGE>
PRICING OF FUND SHARES
- --------------------------------------------------------------------------------
HOW IS THE SHARE PRICE DETERMINED?
Each fund calculates a share price for each class of its shares. The share price
is based on the net assets of the fund and the number of outstanding shares. In
general, each fund calculates net asset value by:
o adding the values of all securities and other assets of the fund,
o subtracting liabilities, and
o dividing the result by the total number of outstanding shares of the
fund.
The Government Cash Fund attempts to stabilize the net asset value of its shares
at $1.00 and uses the amortized cost method (which approximates market value) to
value its securities.
Asset Value: Each fund's investments are valued at market value. If market
quotations are not available, a fund determines a "fair value" for an investment
according to rules and procedures approved by the Trustees. Foreign forward
currency contracts are valued using forward currency exchange rates supplied by
a quotation service. Short-term investments having a remaining maturity of sixty
days or less are valued at amortized cost, which the Trustees have determined
approximates market value.
Liabilities: Class specific expenses, distribution fees, service fees and other
liabilities that are deducted from the assets of each class. Expenses and
liabilities that are not class specific (such as management fees) are allocated
to each class in proportion to each class' net assets, except where an
alternative allocation can be more fairly made.
Net Asset Value: The liability allocated to a class plus any other expenses are
deducted from the proportionate interest of such class in the assets of a fund.
The resulting amount for each class is then divided by the number of shares
outstanding of that class to produce each class' net asset value per share.
The net asset value per share of each class of each fund is determined on days
when the New York Stock Exchange (the "NYSE") is open for trading as of the
close of trading (normally 4:00 PM eastern time) and as of 2:00 PM eastern time
for the Government Cash Fund. If the funds hold securities that are traded on
foreign exchanges that trade on weekends or other holidays when the funds do not
price their shares, the net asset value of the funds' shares may change on days
when shareholders will not be able to purchase or redeem the funds' shares.
AT WHAT PRICE ARE SHARES PURCHASED?
All investments received by the funds' authorized agents prior to the close of
regular trading on the NYSE (normally 4:00 PM eastern time), or 2:00 PM eastern
time for the Government Cash Fund, will be executed based on that day's net
asset value. Shares credited to your account from the reinvestment of fund
distributions will be in full and fractional shares that are
Phoenix-Zweig Trust 45
<PAGE>
purchased at the closing net asset value on the next business day on which the
fund's net asset value is calculated following the dividend record date.
SALES CHARGES
- --------------------------------------------------------------------------------
WHAT ARE THE CLASSES AND HOW DO THEY DIFFER?
The Government Cash Fund offers five classes of shares (four of which are
described in this prospectus), the Foreign Equity Fund offers three classes of
shares, and each of the other funds offers four classes of shares. Each class of
shares has different sales and distribution charges (see "Fund Expenses"
previously in this prospectus). The Trust has adopted distribution and service
plans allowed under Rule 12b-1 of the Investment Company Act of 1940 that
authorize the fund to pay distribution and service fees for the sale of its
shares and for services provided to shareholders.
WHAT ARRANGEMENT IS BEST FOR YOU?
The different classes permit you to choose the method of purchasing shares that
is most beneficial to you. In choosing a class, consider the amount of your
investment, the length of time you expect to hold the shares, whether you decide
to receive distributions in cash or to reinvest them in additional shares, and
any other personal circumstances. Depending upon these considerations, the
accumulated distribution and service fees and contingent deferred sales charges
of one class may be more or less than the initial sales charge and accumulated
distribution and service fees of another class of shares bought at the same
time. Because distribution and service fees are paid out of the fund's assets on
an ongoing basis, these fees, over time, will increase the cost of your
investment and may cost you more than paying other types of sales charges.
CLASS A SHARES. If you purchase Class A Shares, you will pay a maximum sales
charge at the time of purchase equal to 5.75% of the offering price (6.10% of
the amount invested) for the Appreciation Fund, Foreign Equity Fund, Growth &
Income Fund, Managed Assets, and Strategy Fund, and 4.75% of the offering price
(4.99% of the amount invested) for the Government Fund. The Government Cash Fund
has no sales charge for Class A Shares. The sales charge may be reduced or
waived under certain conditions. Generally, Class A Shares are not subject to
any charges by the fund when redeemed; however, a 1% CDSC is imposed on
redemptions within the first 12 months on purchases of $1 million or more if
originally purchased without an initial sales charge (except for the Government
Cash Fund). Class A Shares have lower distribution and service fees (0.30%) and
pay higher dividends than Class B or Class C Shares.
CLASS B SHARES. If you purchase Class B Shares, you will not pay a sales charge
at the time of purchase. If you sell your Class B Shares within the first 6
years after they are purchased, you will pay a sales charge of up to 5% of your
shares' value. See "Deferred Sales Charge
46 Phoenix-Zweig Trust
<PAGE>
Alternative--Class B and C Shares" below. This charge declines to 0% over a
period of 6 years and may be waived under certain conditions. Class B shares
have higher distribution and service fees (1.00%) and pay lower dividends than
Class A Shares. Class B Shares automatically convert to Class A Shares seven
years after purchase. Purchase of Class B Shares may be inappropriate for any
investor who may qualify for reduced sales charges of Class A Shares and anyone
who is over 85 years of age. The distributor may decline purchases in such
situations.
CLASS C SHARES. If you purchase Class C Shares, you will not pay a sales charge
at the time of purchase. If you sell your Class C Shares within the first year
after they are purchased, you will pay a sales charge of 1.25%. See "Deferred
Sales Charge Alternative--Class B and C Shares" below. Class C Shares have the
same distribution and service fees of 1.00%, except for the Government and
Government Cash Funds which are 0.75% and 0.30%, respectively, and pay
comparable dividends as Class B Shares. Class C Shares do not convert to any
other class of shares of the fund.
CLASS I SHARES (EXCEPT THE FOREIGN EQUITY FUND). Class I Shares are offered
primarily to persons subject to the Investment Adviser's Code of Ethics relating
to personal securities transactions and to tax-exempt retirement plans
specifically affiliated with the Investment Adviser, as well as certain
institutional investors. If you are eligible to purchase and do purchase Class I
Shares, you will pay no sales charge at any time. There are no distribution and
services fees applicable to Class I Shares. Class I Shares are not available in
all states. Please refer to "Alternative Purchase Arrangements" in the Statement
of Additional Information to see if you qualify.
INITIAL SALES CHARGE ALTERNATIVE--CLASS A SHARES
The public offering price of Class A Shares is the net asset value plus a sales
charge that varies depending on the size of your purchase (see "Class A
Shares--Reduced Sales Charges: Combination Purchase Privilege" in the Statement
of Additional Information). Shares purchased based on the automatic reinvestment
of income dividends or capital gains distributions are not subject to any sales
charges. The sales charge is divided between your investment dealer and the
fund's distributor (Phoenix Equity Planning Corporation or "PEPCO").
Phoenix-Zweig Trust 47
<PAGE>
SALES CHARGE YOU MAY PAY TO PURCHASE CLASS A SHARES
<TABLE>
<CAPTION>
SALES CHARGE AS
AMOUNT OF A PERCENTAGE OF
TRANSACTION -------------------------------------------------------------
AT OFFERING PRICE NET
(ALL FUNDS, EXCEPT GOVERNMENT AND GOVERNMENT OFFERING AMOUNT
CASH FUNDS) PRICE INVESTED
<S> <C> <C>
Under $50,000 5.75% 6.10%
$50,000 but under $100,000 4.75 4.99
$100,000 but under $250,000 3.75 3.90
$250,000 but under $500,000 2.75 2.83
$500,000 but under $1,000,000 2.00 2.04
$1,000,000 or more None None
GOVERNMENT FUND
- ---------------------------------------------------------------------------------------------------------------
Under $50,000 4.75% 4.99%
$50,000 but under $100,000 4.50 4.71
$100,000 but under $250,000 3.50 3.63
$250,000 but under $500,000 2.75 2.83
$500,000 but under $1,000,000 2.00 2.04
$1,000,000 or more None None
</TABLE>
There is no initial sales charge on purchases of the Government Cash Fund's
Class A Shares.
DEFERRED SALES CHARGE ALTERNATIVE--CLASS B AND C SHARES
Class B and C Shares are purchased without an initial sales charge; however,
shares sold within a specified time period are subject to a declining contingent
deferred sales charge ("CDSC") at the rates listed below. The sales charge will
be multiplied by the then current market value or the initial cost of the shares
being redeemed, whichever is less. No sales charge will be imposed on increases
in net asset value or on shares purchased through the reinvestment of income
dividends or capital gains distributions. To minimize the sales charge, shares
not subject to any charge will be redeemed first, followed by shares held the
longest time. To calculate the amount of shares owned and time period held, all
Class B Shares purchased in any month are considered purchased on the last day
of the preceding month, and all Class C Shares are considered purchased on the
trade date.
DEFERRED SALES CHARGE YOU MAY PAY TO SELL CLASS B SHARES
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
YEAR 1 2 3 4 5 6 7
- ----------------------------------------------------------------------------------------------------------------
CDSC 5% 4% 3% 3% 2% 1% 0%
DEFERRED SALES CHARGE YOU MAY PAY TO SELL CLASS C SHARES
YEAR 1 2+
- ----------------------------------------------------------------------------------------------------------------
CDSC 1.25% 0%
</TABLE>
48 Phoenix-Zweig Trust
<PAGE>
YOUR ACCOUNT
- --------------------------------------------------------------------------------
OPENING AN ACCOUNT
Your financial advisor can assist you with your initial purchase as well as all
phases of your investment program. If you are opening an account by yourself,
please follow the instructions outlined below.
STEP 1.
Your first choice will be the initial amount you intend to invest.
Minimum INITIAL investments:
[arrow] $25 for individual retirement accounts (IRAs), or accounts that use the
systematic exchange privilege, or accounts that use the Investo-Matic
program (see below for more information on the Investo-Matic program).
[arrow] There is no initial dollar requirement for defined contribution plans,
profit-sharing plans, or employee benefit plans. There is also no
minimum for reinvesting dividends and capital gains into another
account.
[arrow] $500 for all other accounts.
Minimum ADDITIONAL investments:
[arrow] $25 for any account.
[arrow] There is no minimum for defined contribution plans, profit-sharing
plans, or employee benefit plans. There is also no minimum for
reinvesting dividends and capital gains into an existing account.
STEP 2.
Your second choice will be what class of shares to buy. The fund offers Class A,
Class B and Class C Shares for individual investors, as well as Class I Shares
(except for the Foreign Equity Fund) to qualified investors. Each has different
sales and distribution charges. Because all future investments in your account
will be made in the share class you choose when you open your account, you
should make your decision carefully. Your financial advisor can help you pick
the share class that makes the most sense for your situation.
STEP 3.
Your next choice will be how you want to receive any dividends and capital gain
distributions. Your options are:
o Receive both dividends and capital gain distributions in additional
shares;
o Receive dividends in additional shares and capital gain distributions
in cash;
Phoenix-Zweig Trust 49
<PAGE>
o Receive dividends in cash and capital gain distributions in
additional shares; or
o Receive both dividends and capital gain distributions in cash.
No interest will be paid on uncashed distribution checks.
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
<TABLE>
----------------------------------------------------------------------------------------------------------------
<CAPTION>
TO OPEN AN ACCOUNT
----------------------------------- ----------------------------------------------------------------------------
<S> <C>
Through a financial advisor Contact your advisor. Some advisors may charge a fee and may set different
minimum investments or limitations on buying shares.
----------------------------------- ----------------------------------------------------------------------------
Through the mail Complete a New Account Application and send it with a check payable to the
fund. Mail them to: State Street Bank, Attn: Phoenix Funds, P.O. Box 8301,
Boston, MA 02266-8301.
----------------------------------- ----------------------------------------------------------------------------
Through express delivery Complete a New Account Application and send it with a check payable to the
fund. Send them to: Boston Financial Data Services, Attn: Phoenix Funds,
66 Brooks Drive, Braintree, MA 02184.
----------------------------------- ----------------------------------------------------------------------------
By Federal Funds wire Call us at (800)243-1574 (press 1, then 0).
----------------------------------- ----------------------------------------------------------------------------
By Investo-Matic Complete the appropriate section on the application and send it with your
initial investment payable to the fund. Mail them to: State Street Bank,
P.O. Box 8301, Boston, MA 02266-8301.
----------------------------------- ----------------------------------------------------------------------------
By telephone exchange Call us at (800)243-1574 (press 1, then 0).
----------------------------------------------------------------------------------------------------------------
</TABLE>
HOW TO SELL SHARES
- --------------------------------------------------------------------------------
You have the right to have the funds buy back shares at the net asset value next
determined after receipt of a redemption order by the funds' Transfer Agent or
an authorized agent. In the case of a Class B or Class C Share redemption, you
will be subject to the applicable deferred sales charge, if any, for such
shares. Subject to certain restrictions, shares may be redeemed by telephone or
in writing. In addition, shares may be sold through securities dealers, brokers
or agents who may charge customary commissions or fees for their services. The
funds do not charge any redemption fees. Payment for shares redeemed is made
within seven days; however, redemption proceeds will not be disbursed until each
check used for purchases of shares has been cleared for payment by your bank,
which may take up to 15 days after receipt of the check.
50 Phoenix-Zweig Trust
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
TO SELL SHARES
- ------------------------------------ -----------------------------------------------------------------------------
<S> <C>
Through a financial advisor Contact your advisor. Some advisors may charge a fee and may set different
minimums on redemptions of accounts.
- ------------------------------------ -----------------------------------------------------------------------------
Through the mail Send a letter of instruction and any share certificates (if you hold
certificate shares) to: State Street Bank, Attn: Phoenix Funds, P.O. Box
8301, Boston, MA 02266-8301. Be sure to include the registered owner's
name, fund and account number, number of shares or dollar value you wish to
sell.
- ------------------------------------ -----------------------------------------------------------------------------
Through express delivery Send a letter of instruction and any share certificates (if you hold
certificate shares) to: Boston Financial Data Services, Attn: Phoenix
Funds, 66 Brooks Drive, Braintree, MA 02184. Be sure to include the
registered owner's name, fund and account number.
- ------------------------------------ -----------------------------------------------------------------------------
By telephone For sales up to $50,000 requests can be made by calling (800)243-1574.
- ------------------------------------ -----------------------------------------------------------------------------
By telephone exchange Call us at (800)243-1574 (press 1, then 0).
- ------------------------------------ -----------------------------------------------------------------------------
By Check (Government Fund and If you selected the checkwriting feature, you may write checks for amounts
Government Cash Fund only.) of $500 or more. Checks may not be used to close an account.
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
THINGS YOU SHOULD KNOW WHEN SELLING SHARES
- --------------------------------------------------------------------------------
You may realize a taxable gain or loss (for federal income tax purposes) if you
redeem shares of the fund. Each fund reserves the right to pay large redemptions
"in-kind" (in securities owned by the fund rather than in cash). Large
redemptions are those over $250,000 or 1% of the fund's net assets. Additional
documentation will be required for redemptions by organizations, fiduciaries, or
retirement plans, or if redemption is requested by anyone but the shareholder(s)
of record. Transfers between broker-dealer "street" accounts are governed by the
accepting broker-dealer. Questions regarding this type of transfer should be
directed to your financial advisor. Redemption requests will not be honored
until all required documents in proper form have been received. To avoid delay
in redemption or transfer, shareholders having questions about specific
requirements should contact the funds' Transfer Agent at (800)243-1574.
REDEMPTIONS BY MAIL
[arrow] If you are selling shares held individually, jointly, or as custodian
under the Uniform Gifts to Minors Act or Uniform Transfers to Minors
Act.
Send a clear letter of instruction if all of these apply:
o The proceeds do not exceed $50,000.
o The proceeds are payable to the registered owner at the address on
record.
Phoenix-Zweig Trust 51
<PAGE>
Send a clear letter of instruction with a signature guarantee when any
of these apply:
o You are selling more than $50,000 worth of shares.
o The name or address on the account has changed within the last 60
days.
o You want the proceeds to go to a different name or address than on
the account.
[arrow] If you are selling shares held in a corporate or fiduciary account,
please contact the funds' Transfer Agent at (800)243-1574.
If required, the signature guarantee on your request must be made by an eligible
guarantor institution as defined by the funds' Transfer Agent in accordance with
its signature guarantee procedures. Currently, such procedures generally permit
guarantees by banks, broker dealers, credit unions, national securities
exchanges, registered securities associations, clearing agencies and savings
associations.
SELLING SHARES BY TELEPHONE
The Transfer Agent will use reasonable procedures to confirm that telephone
instructions are genuine. Address and bank account information are verified,
redemption instructions are taped, and all redemptions are confirmed in writing.
The individual investor bears the risk from instructions given by an
unauthorized third party that the Transfer Agent reasonably believed to be
genuine.
The Transfer Agent may modify or terminate the telephone redemption privilege at
any time with 60 days notice to shareholders.
During times of drastic economic or market changes, telephone redemptions may be
difficult to make or temporarily suspended.
ACCOUNT POLICIES
- --------------------------------------------------------------------------------
ACCOUNT REINSTATEMENT PRIVILEGE
For 180 days after you have made a partial or complete redemption of your Class
A, Class B, or Class C Shares, you can purchase Class A Shares of any fund at
net asset value, with no sales charge, by reinvesting all or part of your
proceeds, but not more. Send your written request to State Street Bank, P.O. Box
8301, Boston, MA 02266-8301. You can call us at (800)243-1574 for more
information.
Please remember, a redemption and reinvestment are considered to be a sale and
purchase for tax-reporting purposes. Class B shareholders who have had the
contingent deferred sales charge waived because they are in the Systematic
Withdrawal Program are not eligible for this reinstatement privilege.
52 Phoenix-Zweig Trust
<PAGE>
REDEMPTION OF SMALL ACCOUNTS
Due to the high cost of maintaining small accounts, if your account balance is
less than $200, you may receive a notice requesting you to bring the balance up
to $200 within 60 days. If you do not, the shares in the account will be sold at
net asset value, and a check will be mailed to the address of record.
EXCHANGE PRIVILEGES
You should carefully read the prospectus of the fund into which you want to
exchange before deciding to make an exchange. You can obtain a prospectus from
your financial advisor or by calling us at (800)243-1574 or accessing our Web
site at www.phoenixinvestments.com.
o You may exchange shares for another fund in the same class of
shares; e.g., Class A for Class A. Exchange privileges are limited
and may not be available for all Phoenix Funds, and the funds'
distributor has the right to reject or suspend them.
o Exchanges may be made by phone ((800)243-1574) or by mail (State
Street Bank, P.O. Box 8301, Boston, MA 02266-8301).
o The amount of the exchange must be equal to or greater than the
minimum initial investment required.
o The exchange of shares is treated as a sale and a purchase for
federal income tax purposes.
o Because excessive trading can hurt fund performance and harm other
shareholders, the fund reserves the right to temporarily or
permanently end exchange privileges or reject an order from anyone
who appears to be attempting to time the market, including investors
who request more than one exchange in any 30-day period. The fund's
distributor has entered into agreements with certain timing firms
permitting them to exchange by telephone. These privileges are
limited, and the funds' distributor has the right to reject or
suspend them.
o Class A Shares of the Government Cash Fund purchased without a sales
charge are exchangeable at net asset value plus the applicable sales
charge. Exchange privileges do not apply to Class M Shares of the
Government Cash Fund.
RETIREMENT PLANS
Shares of the fund may be used as investments under the following qualified
prototype retirement plans: traditional IRA, rollover IRA, SIMPLE IRA, Roth IRA,
401(k) plans, profit-sharing, money purchase plans, and 403(b) plans. For more
information, call (800)243-4361.
Phoenix-Zweig Trust 53
<PAGE>
INVESTOR SERVICES
- --------------------------------------------------------------------------------
INVESTO-MATIC is a systematic investment plan that allows you to have a
specified amount automatically deducted from your checking or savings account
and then deposited into your mutual fund account. Just complete the Automatic
Investment Plan section on the application and include a voided check.
SYSTEMATIC EXCHANGE allows you to automatically move money from one fund to
another on a monthly, quarterly, semiannual or annual basis. Shares of one fund
will be exchanged for shares of the same class of another fund at the interval
you select. To sign up, just complete the Systematic Exchange Section on the
application. Exchange privileges are limited and may not be available for all
Phoenix Funds, and the funds' distributor has the right to reject or suspend
them.
TELEPHONE EXCHANGE lets you exchange shares of one fund for the same class of
shares in another fund, using our customer service telephone service. See the
Telephone Exchange Section on the application. Exchange privileges are limited
and may not be available for all Phoenix Funds, and the funds' distributor has
the right to reject or suspend them.
SYSTEMATIC WITHDRAWAL PROGRAM allows you to periodically redeem a portion of
your account on a predetermined monthly, quarterly, semiannual, or annual basis.
Sufficient shares will be redeemed on the 15th of the month at the closing net
asset value so that the payment is made about the 20th of the month. The program
also provides for redemptions on or about the 10th, 15th, or 25th with proceeds
directed through Automated Clearing House (ACH) to your bank. The minimum
withdrawal is $25, and minimum account balance requirements continue.
Shareholders in the program must own fund shares worth at least $5,000 and elect
to have all dividends reinvested.
TAX STATUS OF DISTRIBUTIONS
- --------------------------------------------------------------------------------
The fund plans to make distributions from net investment income at intervals
stated on the table below and to distribute net realized capital gains, if any,
at least annually.
54 Phoenix-Zweig Trust
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
FUND DIVIDEND PAID
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
Appreciation Fund Annually
- ------------------------------------------------------------------------------------------------------------------
Foreign Equity Fund Annually
- ------------------------------------------------------------------------------------------------------------------
Government Cash Fund Monthly (declared Daily)
- ------------------------------------------------------------------------------------------------------------------
Government Fund Monthly
- ------------------------------------------------------------------------------------------------------------------
Growth & Income Fund Semiannually
- ------------------------------------------------------------------------------------------------------------------
Managed Assets Semiannually
- ------------------------------------------------------------------------------------------------------------------
Strategy Fund Semiannually
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
Distributions of short-term capital gains and net investment income are taxable
to shareholders as ordinary income. Long-term capital gains, if any, distributed
to shareholders and which are designated by the fund as capital gains
distributions, are taxable to shareholders as long-term capital gain
distributions regardless of the length of time you have owned your shares.
Unless you elect to receive distributions in cash, dividends and capital gain
distributions are paid in additional shares. All distributions, cash or
additional shares, are subject to federal income tax and may be subject to
state, local and other taxes.
Phoenix-Zweig Trust 55
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
These tables are intended to help you understand the funds' financial
performance since inception. Certain information reflects financial results for
a single fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by PricewaterhouseCoopers LLP, independent accountants. Their report,
together with the funds' financial statements, are included in the funds' most
recent Annual Report, which is available upon request.
PHOENIX-ZWEIG APPRECIATION FUND
<TABLE>
<CAPTION>
CLASS A
-----------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $16.21 $18.27 $15.90 $15.91 $13.54
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.11(2) 0.07 0.10 0.17 0.16
Net realized and unrealized gain (loss) (0.51) (0.32) 3.67 2.25 3.05
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS (0.40) (0.25) 3.77 2.42 3.21
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.12) (0.07) (0.09) (0.17) (0.33)
Dividends from net realized gains (3.70) (1.74) (1.31) (2.26) (0.51)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (3.82) (1.81) (1.40) (2.43) (0.84)
------ ------ ------ ------ ------
Change in net asset value (4.22) (2.06) 2.37 (0.01) 2.37
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $11.99 $16.21 $18.27 $15.90 $15.91
====== ====== ====== ====== ======
Total return(1) (1.80)% (0.97)% 23.83% 15.39% 24.00%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $124,461 $240,900 $293,809 $275,935 $272,590
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.58% 1.52% 1.52% 1.62% 1.63%
Net investment income 0.74% 0.34% 0.61% 1.03% 1.10%
Portfolio turnover rate 92% 117% 77% 88% 68%
</TABLE>
- ---------------
(1) Maximum sales charge is not reflected in the total return calculation.
(2) Computed using average shares outstanding.
56 Phoenix-Zweig Trust
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-ZWEIG APPRECIATION FUND
<TABLE>
<CAPTION>
CLASS B
---------------------------------------------
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 4/8/96 TO
1999 1998 1997 12/31/96
---- ---- ---- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $16.02 $18.13 $15.82 $16.34
------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.01(4) (0.06) (0.02) 0.03
Net realized and unrealized gain (0.51) (0.31) 3.64 1.74
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS (0.50) (0.37) 3.62 1.77
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.02) -- -- (0.03)
Dividends from net realized gains (3.70) (1.74) (1.31) (2.26)
------ ------ ------ ------
TOTAL DISTRIBUTIONS (3.72) (1.74) (1.31) (2.29)
------ ------ ------ ------
Change in net asset value (4.22) (2.11) 2.31 (0.52)
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $11.80 $16.02 $18.13 $15.82
====== ====== ====== ======
Total return(1) (2.45)% (1.66)% 22.97% 11.01%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $19,523 $30,370 $22,122 $8,350
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.27% 2.22% 2.22% 2.32%(2)
Net investment income (loss) 0.08% (0.36)% (0.09)% 0.33%(2)
Portfolio turnover rate 92% 117% 77% 88%
</TABLE>
PHOENIX-ZWEIG APPRECIATION FUND
<TABLE>
<CAPTION>
CLASS C
----------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $15.99 $18.10 $15.79 $15.83 $13.36
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) --(4) (0.07) (0.02) 0.06 0.06
Net realized and unrealized gain (loss) (0.50) (0.30) 3.64 2.22 3.03
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS (0.50) (0.37) 3.62 2.28 3.09
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- -- (0.06) (0.11)
Dividends from net realized gains (3.70) (1.74) (1.31) (2.26) (0.51)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (3.70) (1.74) (1.31) (2.32) (0.62)
------ ------ ------ ------ ------
Change in net asset value (4.20) (2.11) 2.31 (0.04) 2.47
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $11.79 $15.99 $18.10 $15.79 $15.83
====== ====== ====== ====== ======
Total return(1) (2.49)% (1.67)% 23.01% 14.54% 23.20%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $89,165 $201,789 $248,584 $218,714 $195,204
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.28% 2.22% 2.22% 2.32% 2.33%
Net investment income (loss) 0.02% (0.36)% (0.09)% 0.33% 0.40%
Portfolio turnover rate 92% 117% 77% 88% 68%
</TABLE>
- ---------------
(1) Maximum sales charge is not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.
Phoenix-Zweig Trust 57
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-ZWEIG APPRECIATION FUND
<TABLE>
<CAPTION>
CLASS I
----------------------------------------------
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 11/1/96 TO
1999 1998 1997 12/31/96
---- ---- ---- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $16.43 $18.46 $16.04 $17.28
------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.17(4) 0.09 0.15 0.04
Net realized and unrealized gain (loss) (0.52) (0.29) 3.71 1.02
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS (0.35) (0.20) 3.86 1.06
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.17) (0.09) (0.13) (0.04)
Dividends from net realized gains (3.70) (1.74) (1.31) (2.26)
------ ------ ------ ------
TOTAL DISTRIBUTIONS (3.87) (1.83) (1.44) (2.30)
------ ------ ------ ------
Change in net asset value (4.22) (2.03) 2.42 (1.24)
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $12.21 $16.43 $18.46 $16.04
====== ====== ====== ======
Total return(1) (1.45)% (0.67)% 24.17% 6.30%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,903 $2,760 $2,735 $2,202
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.27% 1.22% 1.22% 1.32%(2)
Net investment income (loss) 1.14% 0.64% 0.91% 1.33%(2)
Portfolio turnover rate 92% 117% 77% 88%
</TABLE>
- ---------------
(1) Maximum sales charge is not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.
58 Phoenix-Zweig Trust
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-ZWEIG FOREIGN EQUITY FUND
<TABLE>
<CAPTION>
CLASS A
----------------------------------
FROM
YEAR ENDED INCEPTION
DECEMBER 31, 11/24/97 TO
1999 1998 12/31/97
---- ---- --------
<S> <C> <C> <C>
Net asset value, beginning of period $12.39 $11.45 $11.34
------ ------ ------
INCOME FROM INVESTMENT OPERATIONS(7)
Net investment income --(6) 0.08(8) 0.01(8)
Net realized and unrealized gain 2.81 0.96 0.11
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 2.81 1.04 0.12
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.06) (0.10) (0.01)
Dividends from net realized gains (0.84) -- --
------ ------ ------
TOTAL DISTRIBUTIONS (0.90) (0.10) (0.01)
------ ------ ------
Change in net asset value 1.91 0.94 0.11
------ ------ ------
NET ASSET VALUE, END OF PERIOD $14.30 $12.39 $11.45
====== ====== ======
Total return(1) 22.98% 9.08% 1.09%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,436 $2,122 $414
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(4) 2.66% 1.80% 1.80%(2)
Net investment income --% 1.14%(8) 1.20%(2)
Portfolio turnover rate 42% 40% 64%(2)
</TABLE>
PHOENIX-ZWEIG FOREIGN EQUITY FUND
<TABLE>
<CAPTION>
CLASS B
---------------------------------
FROM
YEAR ENDED INCEPTION
DECEMBER 31, 11/24/97 TO
1999 1998 12/31/97
---- ---- --------
<S> <C> <C> <C>
Net asset value, beginning of period $12.35 $11.45 $11.34
------ ------ ------
INCOME FROM INVESTMENT OPERATIONS(7)
Net investment income (0.12)(6) 0.04(8) 0.01(8)
Net realized and unrealized gain 2.81 0.92 0.11
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 2.69 0.96 0.12
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- (0.06) (0.01)
Dividends from net realized gains (0.84) -- --
------ ------ ------
TOTAL DISTRIBUTIONS (0.84) (0.06) (0.01)
------ ------ ------
Change in net asset value 1.85 0.90 0.11
------ ------ ------
NET ASSET VALUE, END OF PERIOD $14.20 $12.35 $11.45
====== ====== ======
Total return(1) 22.06% 8.36% 1.03%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,773 $1,873 $713
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(5) 3.44% 2.50% 2.50%(2)
Net investment income (0.90)% 0.44%(8) 0.50%(2)(8)
Portfolio turnover rate 42% 40% 64%(2)
</TABLE>
- ---------------
(1) Maximum sales charge is not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 3.16%,
4.00% and 5.15% for the periods ended December 31, 1999, 1998 and 1997,
respectively.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 3.89%,
4.70% and 5.85% for the periods ended December 31, 1999, 1998 and 1997,
respectively.
(6) Computed using average shares outstanding.
(7) Distributions are made in accordance with the prospectus; however, class
level per share income from investment operations may vary from anticapated
results depending on the timing of share purchases and redemptions.
(8) Includes realized gains and losses on foreign currency transactions.
Phoenix-Zweig Trust 59
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-ZWEIG FOREIGN EQUITY FUND
<TABLE>
<CAPTION>
CLASS C
---------------------------------
FROM
YEAR ENDED INCEPTION
DECEMBER 31, 11/24/97 TO
1999 1998 12/31/97
---- ---- --------
<S> <C> <C> <C>
Net asset value, beginning of period $12.33 $11.45 $11.34
------ ------ ------
INCOME FROM INVESTMENT OPERATIONS(6)
Net investment income (0.12)(5) 0.05(7) 0.01(7)
Net realized and unrealized gain 2.78 0.90 0.11
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 2.66 0.95 0.12
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- (0.07) (0.01)
Dividends from net realized gains (0.84) -- --
------ ------ ------
TOTAL DISTRIBUTIONS (0.84) (0.07) (0.01)
------ ------ ------
Change in net asset value 1.82 0.88 0.11
------ ------ ------
NET ASSET VALUE, END OF PERIOD $14.15 $12.33 $11.45
====== ====== ======
Total return(1) 21.85% 8.27% 1.03%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $3,727 $3,384 $1,177
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(4) 3.46% 2.50% 2.50%(2)
Net investment income (0.94)% 0.44%(7) .50%(2)(7)
Portfolio turnover rate 42% 40% 64%(2)
</TABLE>
- ---------------
(1) Maximum sales charge is not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 3.89%,
4.70% and 5.85% for the periods ended December 31, 1999, 1998 and 1997,
respectively.
(5) Computed using average shares outstanding.
(6) Distributions are made in accordance with the prospectus; however, class
level per share income from investment operations may vary from anticapated
results depending on the timing of share purchases and redemptions.
(7) Includes realized gains and losses on foreign currency transactions.
60 Phoenix-Zweig Trust
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-ZWEIG GOVERNMENT CASH FUND
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.04 0.05 0.05 0.05 0.05
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 0.04 0.05 0.05 0.05 0.05
----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.04) (0.05) (0.05) (0.05) (0.05)
----- ----- ----- ----- -----
Change in net asset value -- -- -- -- --
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
Total return 4.52% 4.91% 4.97% 4.83% 5.08%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $6,110 $8,290 $2,472 $3,360 $3,661
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(4) 0.65% 0.65% 0.65% 0.65% 0.87%
Net investment income 4.41% 4.75% 4.85% 4.73% 4.97%
</TABLE>
PHOENIX-ZWEIG GOVERNMENT CASH FUND
<TABLE>
<CAPTION>
CLASS B
--------------------------------------------
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 4/8/96 TO
1999 1998 1997 12/31/96
---- ---- ---- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00
----- ----- ----- -----
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.04 0.04 0.04 0.03
----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 0.04 0.04 0.04 0.03
----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.04) (0.04) (0.04) (0.03)
----- ----- ----- -----
Change in net asset value -- -- -- --
----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00
===== ===== ===== =====
Total return(1) 3.80% 4.18% 4.24% 3.03%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $4,650 $1,738 $336 $33
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(5) 1.35% 1.35% 1.35% 1.35%(2)
Net investment income 3.80% 3.97% 4.24% 4.03%(2)
</TABLE>
- ---------------
(1) Maximum sales charge is not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.09%,
1.30%, 1.74%, 1.31% and 1.34% for the periods ended December 31, 1999, 1998,
1997, 1996 and 1995, respectively.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.51%,
3.70%, 7.49% and 1.95% for the periods ended December 31, 1999, 1998, 1997
and 1996, respectively.
Phoenix-Zweig Trust 61
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-ZWEIG GOVERNMENT CASH FUND
<TABLE>
<CAPTION>
CLASS C
----------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.04 0.05 0.05 0.05 0.05
----- ----- ----- ----- -----
TOTAL INVESTMENT FROM OPERATIONS 0.04 0.05 0.05 0.05 0.05
----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.04) (0.05) (0.05) (0.05) (0.05)
----- ----- ----- ----- -----
Change in net asset value -- -- -- -- --
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
Total return(1) 4.52% 4.91% 4.97% 4.83% 5.08%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $5,982 $6,624 $2,661 $4,535 $4,458
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(4) 0.65% 0.65% 0.65% 0.65% 0.87%
Net investment income 4.43% 4.73% 4.85% 4.73% 4.97%
</TABLE>
PHOENIX-ZWEIG GOVERNMENT CASH FUND
<TABLE>
<CAPTION>
CLASS I
---------------------------------------------
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 11/1/96 TO
1999 1998 1997 12/31/96
---- ---- ---- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00
----- ----- ----- -----
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.05 0.05 0.05 0.01
----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 0.05 0.05 0.05 0.01
----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.05) (0.05) (0.05) (0.01)
----- ----- ----- -----
Change in net asset value -- -- -- --
----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00
===== ===== ===== =====
Total return(1) 4.83% 5.23% 5.28% 0.80%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $2,146 $2,884 $100 $1,401
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(5) 0.35% 0.35% 0.35% 0.35%(2)
Net investment income 4.73% 5.15% 5.15% 5.03%(2)
</TABLE>
- ---------------
(1) Maximum sales charge is not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.35%,
1.38%, 1.65%, 1.25% and 1.15% for the periods ended December 31, 1999, 1998,
1997, 1996 and 1995, respectively.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 0.67%,
1.47%, 0.82% and 0.73% for the periods ended December 31, 1999, 1998, 1997
and 1996, respectively.
62 Phoenix-Zweig Trust
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-ZWEIG GOVERNMENT FUND
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $10.44 $10.09 $9.81 $10.39 $9.63
------ ------ ----- ------ -----
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.46 0.53 0.52 0.53 0.52(1)
Net realized and unrealized gain (loss) (0.73) 0.35 0.28 (0.58) 0.77
TOTAL FROM INVESTMENT OPERATIONS (0.27) 0.88 0.80 (0.05) 1.29
------ ------ ----- ------ -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.45) (0.53) (0.52) (0.53) (0.53)
------ ------ ----- ------ -----
Change in net asset value (0.72) 0.35 0.28 (0.58) 0.76
------ ------ ----- ------ -----
NET ASSET VALUE, END OF PERIOD $9.72 $10.44 $10.09 $9.81 $10.39
===== ====== ====== ===== ======
Total return(2) (2.58)% 8.91% 8.42% (0.42)% 13.84%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $21,922 $29,767 $28,062 $33,848 $42,207
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.35% 1.32% 1.36% 1.14%(3) 1.26%
Net investment income 4.67% 5.09% 5.26% 5.25% 5.22%
Portfolio turnover rate 183% 48% 128% 170% 195%
</TABLE>
PHOENIX-ZWEIG GOVERNMENT FUND
<TABLE>
<CAPTION>
CLASS B
---------------------------------------------
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 4/8/96 TO
1999 1998 1997 12/31/96
---- ---- ---- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $10.52 $10.15 $9.86 $9.76
------ ------ ----- -----
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.39 0.44 0.46 0.29
Net realized and unrealized gain (0.74) 0.37 0.26 0.11
------ ------ ----- -----
TOTAL FROM INVESTMENT OPERATIONS (0.35) 0.81 0.72 0.40
------ ------ ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.39) (0.44) (0.43) (0.30)
Change in net asset value (0.74) 0.37 0.29 0.10
------ ------ ----- -----
NET ASSET VALUE, END OF PERIOD $9.78 $10.52 $10.15 $9.86
===== ====== ====== =====
Total return(1) (3.23)% 8.20% 7.55% 4.16%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,657 $2,199 $1,215 $513
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.06% 2.02% 2.06% 1.84%(2)(3)
Net investment income 3.97% 4.39% 4.56% 4.55%(3)
Portfolio turnover rate 183% 48% 128% 170%
</TABLE>
- ---------------
(1) Computed using average shares outstanding.
(2) Maximum sales charge is not reflected in the total return calculation.
(3) Annualized.
(4) Not annualized.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.36% for
the period ended December 31, 1996.
(6) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.10% for
the period ended December 31, 1996.
Phoenix-Zweig Trust 63
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-ZWEIG GOVERNMENT FUND
<TABLE>
<CAPTION>
CLASS C
--------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $10.42 $10.08 $9.81 $10.38 $9.62
------ ------ ----- ------ -----
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.42 0.47 0.48 0.49 0.48(1)
Net realized and unrealized gain (loss) (0.74) 0.36 0.27 (0.58) 0.76
------ ------ ----- ------ -----
TOTAL FROM INVESTMENT OPERATIONS (0.32) 0.83 0.75 (0.09) 1.24
------ ------ ----- ------ -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.41) (0.49) (0.48) (0.48) (0.48)
------ ------ ----- ------ -----
Change in net asset value (0.73) 0.34 0.27 (0.57) 0.76
------ ------ ----- ------ -----
NET ASSET VALUE, END OF PERIOD $9.69 $10.42 $10.08 $9.81 $10.38
===== ====== ====== ===== ======
Total return(2) (3.09)% 8.46% 7.86% (0.82)% 13.27%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $7,068 $11,859 $10,199 $14,330 $19,778
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.80% 1.77% 1.81% 1.59%(5) 1.71%
Net investment income 4.22% 4.64% 4.81% 4.80% 4.77%
Portfolio turnover rate 183% 48% 128% 170% 195%
</TABLE>
PHOENIX-ZWEIG GOVERNMENT FUND
<TABLE>
<CAPTION>
CLASS I
---------------------------------
FROM
YEAR ENDED INCEPTION
DECEMBER 31, 7/14/97 TO
1999 1998 12/31/97
---- ---- --------
<S> <C> <C> <C>
Net asset value, beginning of period $10.48 $10.11 $9.88
------ ------ -----
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.49 0.55 0.26
Net realized and unrealized gain (0.74) 0.37 0.23
------ ------ -----
TOTAL FROM INVESTMENT OPERATIONS (0.25) 0.92 0.49
------ ------ -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.49) (0.55) (0.26)
Change in net asset value (0.74) 0.37 0.23
------ ------ -----
NET ASSET VALUE, END OF PERIOD $9.74 $10.48 $10.11
===== ====== ======
Total return(1) (2.31)% 9.33% 5.01%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $3,330 $3,088 $1,050
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.06% 1.02% 1.06%(3)
Net investment income 4.98% 5.39% 5.56%(3)
Portfolio turnover rate 183% 48% 128%
</TABLE>
- ---------------
(1) Computed using average shares outstanding.
(2) Maximum sales charge is not reflected in the total return calculation.
(3) Annualized.
(4) Not annualized.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.81% for
the period ended December 31, 1996.
64 Phoenix-Zweig trust
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-ZWEIG GROWTH & INCOME FUND
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 11/26/96 TO
1999 1998 1997 12/31/96
---- ---- ---- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $13.40 $13.73 $11.37 $11.34
------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.17(6) 0.11 0.24 0.01
Net realized and unrealized gain (0.08) (0.33) 2.36 0.03
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.09 (0.22) 2.60 0.04
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.21) (0.11) (0.24) (0.01)
------ ------ ------ ------
Dividends from net realized gains (1.15) -- -- --
------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.36) (0.11) (0.24) (0.01)
------ ------ ------ ------
Change in net asset value (1.27) (0.33) 2.36 0.03
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $12.13 $13.40 $13.73 $11.37
====== ====== ====== ======
Total return(1) 1.09% (1.61)% 23.12% 0.39%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $3,393 $8,172 $6,836 $2,508
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.80% 1.56%(4) 1.30%(4) 1.30%(2)(3)
Net investment income 1.28% 0.82% 2.26% 1.47%(2)
Portfolio turnover rate 193% 152% 120% 2%
</TABLE>
PHOENIX-ZWEIG GROWTH & INCOME FUND
<TABLE>
<CAPTION>
CLASS B
----------------------------------------------
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 11/26/96 TO
1999 1998 1997 12/31/96
---- ---- ---- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $13.39 $13.73 $11.37 $11.34
------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.08(6) 0.02 0.16 0.01
Net realized and unrealized gain (0.08) (0.34) 2.36 0.03
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.00 (0.32) 2.52 0.04
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.10) (0.02) (0.16) (0.01)
Dividends from net realized gains (1.15) -- -- --
------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.25) (0.02) (0.16) (0.01)
------ ------ ------ ------
Change in net asset value (1.25) (0.34) 2.36 0.03
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $12.14 $13.39 $13.73 $11.37
====== ====== ====== ======
Total return(1) 0.42% (2.33)% 22.29% 0.33%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $9,684 $16,416 $11,920 $2,693
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.51% 2.26%(5) 2.00%(5) 2.00%(2)(5)
Net investment income 0.64% 0.12% 1.56% 0.77%(2)
Portfolio turnover rate 193% 152% 120% 2%
</TABLE>
- ---------------
(1) Maximum sales charge is not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.61%,
2.00% and 3.37% for the periods ended December 31, 1998, 1997 and 1996,
respectively.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.31%,
2.70% and 4.07% for the periods ended December 31, 1998, 1997 and 1996,
respectively.
(6) Computed using average shares outstanding.
Phoenix-Zweig Trust 65
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-ZWEIG GROWTH & INCOME FUND
<TABLE>
<CAPTION>
CLASS C
---------------------------------------------
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 11/26/96 TO
1999 1998 1997 12/31/96
---- ---- ---- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $13.37 $13.71 $11.38 $11.34
------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.08(6) 0.02 0.17 0.01
Net realized and unrealized gain (0.07) (0.34) 2.33 0.04
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.01 (0.32) 2.50 0.05
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.08) (0.02) (0.17) (0.01)
Dividends from net realized gains (1.15) -- -- --
------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.23) (0.34) 2.33 0.04
------ ------ ------ ------
Change in net asset value (1.22) (0.34) 2.33 0.04
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $12.15 $13.37 $13.71 $11.38
====== ====== ====== ======
Total return(1) 0.45% (2.34)% 22.15% 0.42%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $5,507 $14,364 $13,525 $4,509
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.50% 2.26%(4) 2.00%(4) 2.00%(2)(4)
Net investment income 0.60% 0.12% 1.56% 0.77%(2)
Portfolio turnover rate 193% 152% 120% 2%
</TABLE>
PHOENIX-ZWEIG GROWTH & INCOME FUND
<TABLE>
<CAPTION>
CLASS I
---------------------------------------------
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 11/26/96 TO
1999 1998 1997 12/31/96
---- ---- ---- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $13.44 $13.77 $11.37 $11.34
------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.23(6) 0.15 0.24 0.02
Net realized and unrealized gain (0.09) (0.33) 2.40 0.03
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.14 (0.18) 2.64 0.05
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.25) (0.15) (0.24) (0.02)
Dividends from net realized gains (1.15) -- -- --
------ ------ ------ ------
TOTAL DISTRIBUTION (1.40) (0.15) (0.24) (0.02)
------ ------ ------ ------
Change in net asset value (1.26) (0.33) 2.40 0.03
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $12.18 $13.44 $13.77 $11.37
====== ====== ====== ======
Total return(1) 1.46% (1.31)% 23.42% 0.41%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,848 $1,664 $1,686 $101
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.54% 1.26%(5) 1.00%(5) 1.00%(2)(5)
Net investment income 1.72% 1.12% 2.56% 1.77%(2)
Portfolio turnover rate 193% 152% 120% 2%
</TABLE>
- ---------------
(1) Maximum sales charge is not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.31%,
2.70% and 4.07% for the period ended December 31, 1998, 1997 and 1996,
respectively.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.31%,
1.70% and 3.07% for the period ended December 31, 1998, 1997 and 1996,
respectively.
(6) Computed using average shares outstanding.
66 Phoenix-Zweig Trust
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-ZWEIG MANAGED ASSETS
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $14.18 $12.72 $12.75 $12.48 $11.76
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.31(4) 0.38 0.13 0.35 0.47
Net realized and unrealized gain (loss) 0.91 1.50 1.83 0.86 1.40
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.22 1.88 1.96 1.21 1.87
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.25) (0.38) -- (0.45) (0.75)
Dividends from net realized gains (1.11) (0.04) (1.99) (0.49) (0.40)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.36) (0.42) (1.99) (0.94) (1.15)
------ ------ ------ ------ ------
Change in net asset value (0.14) 1.46 (0.03) 0.27 0.72
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $14.04 $14.18 $12.72 $12.75 $12.48
====== ====== ====== ====== ======
Total return(1) 8.81% 14.87% 15.47% 9.80% 16.26%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $103,267 $122,085 $110,908 $114,837 $141,110
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.51% 1.51% 1.59% 1.64% 1.59%
Net investment income 2.13% 2.77%(5) 2.40%(5) 2.64%(5) 3.69%(5)
Portfolio turnover rate 50% 62% 168% 187% 239%
</TABLE>
PHOENIX-ZWEIG MANAGED ASSETS
<TABLE>
<CAPTION>
CLASS B
--------------------------------------------
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 4/8/96 TO
1999 1998 1997 12/31/96
---- ---- ---- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $14.28 $12.79 $12.90 $12.43
------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.21(4) 0.26 0.04 0.13
Net realized and unrealized gain (loss) 0.91 1.53 1.84 1.00
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.12 1.79 1.88 1.13
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.14) (0.26) -- (0.17)
Dividends from net realized gains (1.11) (0.04) (1.99) (0.49)
------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.25) (0.30) (1.99) (0.66)
------ ------ ------ ------
Change in net asset value (0.13) 1.49 (0.11) 0.47
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $14.15 $14.28 $12.79 $12.90
====== ====== ====== ======
Total return(1) 8.03% 14.06% 14.67% 9.11%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $39,910 $33,172 $18,117 $6,339
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.21% 2.21% 2.29% 2.34%(2)
Net investment income (loss) 1.44% 2.07%(5) 1.70%(5) 1.94%(2)(5)
Portfolio turnover rate 50% 62% 168% 187%
</TABLE>
- ---------------
(1) Maximum sales charge is not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.
(5) Includes realized gains and losses on foreign currency transactions.
Phoenix-Zweig Trust 67
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-ZWEIG MANAGED ASSETS
<TABLE>
<CAPTION>
CLASS C
----------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $14.07 $12.63 $12.76 $12.49 $11.73
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.21(4) 0.29 0.04 0.27 0.38
Net realized and unrealized gain (loss) 0.89 1.48 1.82 0.85 1.40
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.10 1.77 1.86 1.12 1.78
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.14) (0.29) -- (0.36) (0.62)
Dividends from net realized gains (1.11) (0.04) (1.99) (0.49) (0.40)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.25) (0.33) (1.99) (0.85) (1.02)
------ ------ ------ ------ ------
Change in net asset value (0.15) 1.44 (0.13) 0.27 0.76
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $13.92 $14.07 $12.63 $12.76 $12.49
====== ====== ====== ====== ======
Total return 8.01% 14.03% 14.67% 9.03% 15.44%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $379,445 $429,655 $407,625 $426,194 $527,432
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.21% 2.21% 2.29% 2.34% 2.29%
Net investment income 1.43% 2.07%(5) 1.70%(5) 1.94%(5) 2.99%(5)
Portfolio turnover rate 50% 62% 168% 187% 239%
</TABLE>
PHOENIX-ZWEIG MANAGED ASSETS
<TABLE>
<CAPTION>
CLASS I
---------------------------------------------
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 11/1/96 TO
1999 1998 1997 12/31/96
---- ---- ---- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $14.31 $13.05 $12.99 $13.02
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.36(4) 0.56 0.09 0.05
Net realized and unrealized gain (loss) 0.91 1.41 1.96 0.45
TOTAL FROM INVESTMENT OPERATIONS 1.27 1.97 2.05 0.50
LESS DISTRIBUTIONS
Dividends from net investment income (0.29) (0.67) -- (0.04)
Dividends from net realized gains (1.11) (0.04) (1.99) (0.49)
TOTAL DISTRIBUTIONS (1.40) (0.71) (1.99) (0.53)
Change in net asset value (0.13) 1.26 0.06 (0.03)
NET ASSET VALUE, END OF PERIOD $14.18 $14.31 $13.05 $12.99
Total return(1) 9.08% 15.16% 15.88% 3.83%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $2,214 $1,848 $2,645 $2,893
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.21% 1.21% 1.29% 1.34%(2)
Net investment income (loss) 2.43% 3.07%(5) 2.70%(5) 2.94%(2)(5)
Portfolio turnover rate 50% 62% 168% 187%
</TABLE>
- ---------------
(1) Maximum sales charge is not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.
(5) Includes realized gains and losses on foreign currency transactions.
68 Phoenix-Zweig Trust
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-ZWEIG STRATEGY FUND
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $14.80 $15.77 $15.01 $14.51 $12.36
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.22(4) 0.17 0.20 0.20 0.27
Net realized and unrealized gain (loss) 0.07 (0.48) 2.49 1.68 2.80
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.29 (0.31) 2.69 1.88 3.07
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.28) (0.18) (0.19) (0.20) (0.37)
Dividends from net realized gains (3.57) (0.48) (1.74) (1.18) (0.55)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (3.85) (0.66) (1.93) (1.38) (0.92)
------ ------ ------ ------ ------
Change in net asset value (3.56) (0.97) 0.76 0.50 2.15
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $11.24 $14.80 $15.77 $15.01 $14.51
====== ====== ====== ====== ======
Total return(1) 2.63% (1.88)% 18.07% 13.00% 25.12%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $223,269 $409,065 $565,721 $581,149 $558,286
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.28% 1.24% 1.24% 1.28% 1.27%
Net investment income 1.54% 0.97% 1.20% 1.27% 1.92%
Portfolio turnover rate 141% 116% 126% 181% 95%
</TABLE>
PHOENIX-ZWEIG STRATEGY FUND
<TABLE>
<CAPTION>
CLASS B
---------------------------------------------
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 4/8/96 TO
1999 1998 1997 12/31/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $14.90 $15.86 $15.07 $15.12
------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.12(4) 0.05 0.07 0.06
Net realized and unrealized gain (loss) 0.07 (0.48) 2.53 1.13
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.19 (0.43) 2.60 1.19
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.18) (0.05) (0.07) (0.06)
Dividends from net realized gains (3.57) (0.48) (1.74) (1.18)
------ ------ ------ ------
TOTAL DISTRIBUTIONS (3.75) (0.53) (1.81) (1.24)
------ ------ ------ ------
Change in net asset value (3.56) (0.96) 0.79 (0.05)
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $11.34 $14.90 $15.86 $15.07
====== ====== ====== ======
Total return(1) 1.91% (2.61)% 17.33% 7.88%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $47,557 $82,531 $76,820 $42,317
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.98% 1.94% 1.94% 1.98%(2)
Net investment income (loss) 0.84% 0.27% 0.50% 0.57%(2)
Portfolio turnover rate 141% 116% 126% 181%
</TABLE>
- ---------------
(1) Maximum sales charge is not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.
Phoenix-Zweig Trust 69
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
PHOENIX-ZWEIG STRATEGY FUND
<TABLE>
<CAPTION>
CLASS C
----------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $14.86 $15.81 $15.04 $14.56 $12.35
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.12(4) 0.05 0.07 0.11 0.16
Net realized and unrealized gain (loss) 0.07 (0.48) 2.52 1.66 2.82
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.19 (0.43) 2.59 1.77 2.98
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.17) (0.04) (0.08) (0.11) (0.22)
Dividends from net realized gains (3.57) (0.48) (1.74) (1.18) (0.55)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (3.74) (0.52) (1.82) (1.29) (0.77)
------ ------ ------ ------ ------
Change in net asset value (3.55) (0.95) 0.77 0.48 2.21
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $11.31 $14.86 $15.81 $15.04 $14.56
====== ====== ====== ====== ======
Total return(1) 1.94% (2.64)% 17.30% 12.19% 24.26%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $184,924 $423,791 $591,512 $621,334 $530,300
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.98% 1.94% 1.94% 1.98% 1.97%
Net investment income 0.81% 0.27% 0.50% 0.57% 1.22%
Portfolio turnover rate 141% 116% 126% 181% 95%
</TABLE>
PHOENIX-ZWEIG STRATEGY FUND
<TABLE>
<CAPTION>
CLASS I
---------------------------------------------
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 11/1/96 TO
1999 1998 1997 12/31/96
---- ---- ---- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $14.94 $15.87 $15.07 $15.42
------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.28(4) 0.17 0.23 0.04
Net realized and unrealized gain (loss) 0.06 (0.45) 2.54 0.83
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.34 (0.28) 2.77 0.87
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.31) (0.17) (0.23) (0.04)
Dividends from net realized gains (3.57) (0.48) (1.74) (1.18)
------ ------ ------ ------
TOTAL DISTRIBUTIONS (3.88) (0.65) (1.97) (1.22)
------ ------ ------ ------
Change in net asset value (3.54) (0.93) 0.80 (0.35)
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $11.40 $14.94 $15.87 $15.07
====== ====== ====== ======
Total return(1) 2.96% (1.66)% 18.52% 5.68%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,581 $1,407 $1,070 $903
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 0.96% 0.94% 0.94% 0.98%(2)
Net investment income (loss) 1.92% 1.27% 1.50% 1.57%(2)
Portfolio turnover rate 141% 116% 126% 181%
</TABLE>
- ---------------
(1) Maximum sales charge is not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.
70 Phoenix-Zweig Trust
<PAGE>
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
The Trust has filed a Statement of Additional Information, dated May 1, 2000,
with the Securities and Exchange Commission. The Statement contains more
detailed information about the funds. It is incorporated into this prospectus by
reference and is legally part of the prospectus. You may obtain a free copy of
the Statement:
[arrow] by writing to Phoenix Equity Planning Corporation, 100 Bright Meadow
Blvd., P.O. Box 2200, Enfield, Connecticut 06083-2200, or
[arrow] by calling (800) 243-4361.
You may also obtain information about the Trust from the Securities and Exchange
Commission:
[arrow] through its internet site (http://www.sec.gov),
[arrow] by visiting its Public Reference Room in Washington, DC,
[arrow] by writing to its Public Reference Section, Washington, DC 20549-0102
(a fee may be charged), or
[arrow] by electronic request at [email protected] (a fee may be charged).
Information about the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.
SHAREHOLDER REPORTS
The Trust semiannually mails to its shareholders detailed reports containing
information about the funds' investments. The Trust's Annual Report contains a
detailed discussion of the market conditions and investment strategies that
significantly affected the funds' performance from January 1 through December
31. You may request a free copy of the Trust's Annual and Semiannual Reports:
[arrow] by writing to Phoenix Equity Planning Corporation, 100 Bright Meadow
Blvd., P.O. Box 2200, Enfield, Connecticut 06083-2200, or
[arrow] by calling (800) 243-4361.
CUSTOMER SERVICE: (800) 243-1574
MARKETING: (800) 243-4361
TELEPHONE ORDERS: (800) 367-5877
TELECOMMUNICATION DEVICE (TTY): (800) 243-1926
<TABLE>
<S> <C>
SEC File Nos. 2-93538 and 811-04116 [recycle logo] Printed on recycled paper using soybean ink
</TABLE>
Phoenix-Zweig Trust 71
<PAGE>
PHOENIX EQUITY PLANNING CORPORATION
PO Box 2200
Enfield CT 06083-2200
[LOGO] PHOENIX
INVESTMENT PARTNERS
For more information about
Phoenix mutual funds, please call
your financial representative or
contact us at 1-800-243-4361 or
www.phoenixinvestments.com
PXP 1196 (5/00)
<PAGE>
[Version A]
PHOENIX-ZWEIG TRUST
PHOENIX-ZWEIG APPRECIATION FUND
PHOENIX-ZWEIG FOREIGN EQUITY FUND
PHOENIX-ZWEIG GOVERNMENT CASH FUND
PHOENIX-ZWEIG GOVERNMENT FUND
PHOENIX-ZWEIG GROWTH & INCOME FUND
PHOENIX-ZWEIG MANAGED ASSETS
PHOENIX-ZWEIG STRATEGY FUND
900 Third Avenue, 31st Floor
New York, New York 10022
STATEMENT OF ADDITIONAL INFORMATION
May 1, 2000
This Statement of Additional Information is not a prospectus, but expands
upon and supplements the information contained in the current Prospectus of
Phoenix-Zweig Trust (the "Trust"), dated May 1, 2000, and should be read in
conjunction with it. The Trust's Prospectus may be obtained by calling (800)
243-1574 or by writing to Phoenix Equity Planning Corporation at 100 Bright
Meadow Boulevard, P.O. Box 2200, Enfield, CT 06083-2200.
TABLE OF CONTENTS
PAGE
The Trust ................................................................ 1
Investment Objectives and Policies ....................................... 1
Investment Restrictions .................................................. 7
Performance .............................................................. 9
Performance Comparisons .................................................. 11
Portfolio Turnover ....................................................... 12
Portfolio Transactions and Brokerage...................................... 12
Investment Advisers ...................................................... 13
Determination of Net Asset Value ......................................... 15
How to Buy Shares ........................................................ 16
Alternative Purchase Arrangements ........................................ 16
Investor Account Services ................................................ 19
How to Redeem Shares ..................................................... 20
Tax Sheltered Retirement Plans ........................................... 22
Dividends, Distributions and Taxes ....................................... 22
The Distributor .......................................................... 23
Distribution Plans........................................................ 25
Management of the Trust................................................... 27
Additional Information ................................................... 33
Appendix.................................................................. 34
Customer Service and Marketing: (800) 243-1574
Telephone Orders: (800) 243-1574
PXP1202 (5/00)
<PAGE>
THE TRUST
Phoenix-Zweig Trust (the "Trust") is a diversified, open-end management
investment company which was organized in 1984 as a Massachusetts business
trust, then reorganized as a Delaware business trust in 1996.
The Trust's Prospectus describes the investment objectives of the
Phoenix-Zweig Appreciation Fund (the "Appreciation Fund"), the Phoenix-Zweig
Foreign Equity Fund (the "Foreign Equity Fund"), the Phoenix-Zweig Government
Cash Fund (the "Government Cash Fund"), the Phoenix-Zweig Government Fund (the
"Government Fund"), the Phoenix-Zweig Growth & Income Fund (the "Growth & Income
Fund"), Phoenix-Zweig Managed Assets ("Managed Assets"), and the Phoenix-Zweig
Strategy Fund (the "Strategy Fund") (each, a "Fund" and, together, the "Funds"),
the seven Funds currently offered by the Trust, and summarizes the investment
policies and investment techniques each Fund will employ in seeking to achieve
its investment objective. The following discussion supplements the description
of the Funds' investment policies and investment techniques in the Prospectus.
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of each Fund, except Managed Assets, is deemed to be
a fundamental policy and may not be changed without the approval of the
shareholders of that Fund. Investment restrictions described in this Statement
of Additional Information are fundamental policies of the Trust and may not be
changed as to any Fund without the approval of such Fund's shareholders.
REPURCHASE AGREEMENTS (ALL FUNDS)
Repurchase agreements involve purchases of securities by a Fund. In such a
transaction, at the time the Fund purchases the security, it simultaneously
agrees to resell and redeliver the security to the seller who also
simultaneously agrees to buy back the security at a fixed price and time. This
assumes a predetermined yield for the Fund during its holding period, since the
resale price is always greater than the purchase price and reflects an
agreed-upon market rate. Such transactions afford an opportunity for the Fund to
invest temporarily available cash. Repurchase agreements may be considered loans
to the seller collateralized by the underlying securities. The risk to the Fund
is limited to the ability of the seller to pay the agreed-upon sum on the
repurchase date; in the event of default, the repurchase agreement provides that
the Fund is entitled to sell the underlying collateral. If the value of the
collateral declines after the agreement is entered into, however, and if the
seller defaults under a repurchase agreement when the value of the underlying
collateral is less than the repurchase price, the Fund could incur a loss of
both principal and interest. The manager monitors the value of the collateral at
the time the transaction is entered into and at all times subsequent during the
term of the repurchase agreement in an effort to determine that the value of the
collateral always equals or exceeds the agreed-upon repurchase price to be paid
to the Fund. If the seller were to be subject to a federal bankruptcy
proceeding, the ability of the Fund to liquidate the collateral could be delayed
or impaired because of certain provisions of the bankruptcy laws. Except for
temporary defensive purposes, no Fund other than the Government Cash Fund
intends to invest more than 20% of its assets in repurchase agreements.
OPTIONS (ALL FUNDS EXCEPT THE GOVERNMENT CASH FUND)
When a Fund writes an option, an amount equal to the premium received by the
Fund is recorded as an asset and as an offsetting liability. The amount of the
liability is "marked-to-market" daily to reflect the current market value of the
option, which is the last sale price on the principal exchange on which such
option is traded or, in the absence of a sale, the mean between the latest bid
and offering prices. If an option written by the Fund expires, or a Fund enters
into a closing purchase transaction, the Fund will realize a gain (or, in the
latter case, a loss, if the cost of a closing transaction exceeds the premium
received) and the liability related to such option will be extinguished.
The premium paid by a Fund for the purchase of a put option (its cost) is
recorded initially as an investment, the value of which is subsequently adjusted
to the current market value of the option. If the current market value of a put
option exceeds its premium, the excess represents unrealized appreciation;
conversely, if the premium exceeds the current market value, the excess
represents unrealized depreciation. The current market value of an option
purchased by a Fund equals the option's last sale price on the principal
exchange on which it is traded or, in the absence of a sale, the mean between
the latest bid and offering prices.
An option position may be closed out only on an exchange which provides a
secondary market for an option of the same series. Although a Fund generally
will purchase or write only those options for which there appears to be an
active secondary market, there is no assurance that a liquid secondary market on
an exchange will exist for any particular option, or at any particular time, and
for some options no secondary market on an exchange may exist. In such event, it
might not be possible to effect closing transactions in particular options, with
the result that the Fund would have to exercise its options in order to realize
any profit and would incur transaction costs on the sale of underlying
securities pursuant to the exercise of put options. If a Fund, as a covered call
option writer, is unable to effect a closing purchase transaction in a secondary
market, it will not be able to sell the underlying security until the option
expires or it delivers the underlying security upon exercise.
Reasons for the absence of a liquid secondary market on an exchange include
the following: (a) there may be insufficient interest in trading certain
options; (b) restrictions may be imposed by an exchange on opening transactions
or closing transactions or both;
1
<PAGE>
(c) trading halts, suspensions or other restrictions may be imposed with respect
to particular classes or series of options or underlying securities; (d) unusual
or unforeseen circumstances may interrupt normal operations on an exchange; (e)
the facilities of an exchange or the Options Clearing Corporation (the "OCC")
may not at all times be adequate to handle current trading volume; or (f) one or
more exchanges might, for economic or other reasons, decide or be compelled at
some future date to discontinue the trading of options (or a particular class or
series of options), in which event the secondary market on that exchange (or in
that class or series of options) would cease to exist, although outstanding
options on that exchange that had been issued by the OCC as a result of trades
on that exchange would continue to be exercisable in accordance with their
terms.
In addition, there is no assurance that higher-than-anticipated trading
activity or other unforeseen events might not, at times, render certain of the
facilities of the OCC inadequate, and thereby result in the institution by an
exchange of special procedures which may interfere with the timely execution of
customers' orders.
The amount of the premiums which a Fund may pay or receive may be adversely
affected as new or existing institutions, including other investment companies,
engage in or increase their option purchasing and writing activities.
In the event of a shortage of the underlying securities deliverable on
exercise of a listed option, the OCC has the authority to permit other,
generally comparable securities to be delivered in fulfillment of option
exercise obligations. If the OCC exercises its discretionary authority to allow
such other securities to be delivered, it may also adjust the exercise prices of
the affected options by setting different prices at which otherwise ineligible
securities may be delivered. As an alternative to permitting such substitute
deliveries, the OCC may impose special exercise settlement procedures.
FUTURES CONTRACTS (ALL FUNDS EXCEPT THE GOVERNMENT CASH FUND)
Upon entering into a futures contract, a Fund will initially be required to
deposit with the custodian an amount of initial margin using cash or U.S.
Treasury bills equal to approximately 1 1/2% of the contract amount. The nature
of initial margin in futures transactions is different from that of margin in
securities transactions in that futures contract's initial margin does not
involve the borrowing of funds by customers to finance the transactions. Rather,
the initial margin is in the nature of a performance bond or good faith deposit
on the contract which is returned to the Fund upon termination of the futures
contract, assuming all contractual obligations have been satisfied. In addition
to initial margin, the Fund is required to deposit cash, liquid debt
obligations, liquid equity securities or cash equivalents in an amount equal to
the notional value of all long futures contracts, less the initial margin
amount, in a segregated account with the custodian to ensure that the use of
such futures contracts is not leveraged. If the value of the securities placed
in the segregated account declines, additional securities, cash or cash
equivalents must be placed in the segregated account so that the value of the
account will at least equal the amount of the Fund's commitments with respect to
such futures contracts.
Subsequent payments, called maintenance margin, to and from the broker, will
be made on a daily basis as the price of the underlying security fluctuates,
making the long and short positions in the futures contract more or less
valuable, a process known as "marking to market." For example, when the Fund has
purchased a futures contract and the price of the underlying security has risen,
that position will have increased in value and the Fund will receive from the
broker a maintenance margin payment equal to that increase in value. Conversely,
when the Fund has purchased a futures contract and the price of the underlying
security has declined, the position would be less valuable and the Fund would be
required to make a maintenance margin payment to the broker. At any time prior
to expiration of the futures contract, the Fund may elect to close the position
by taking an opposite position which will operate to terminate the Fund's
position in the futures contract. A final determination of maintenance margin is
then made, additional cash is required to be paid by or released to the Fund,
and the Fund realizes a loss or a gain.
While futures contracts based on securities do provide for the delivery and
acceptance of securities, such deliveries and acceptances are very seldom made.
Generally, the futures contract is terminated by entering into an offsetting
transaction. An offsetting transaction for a futures contract sale is effected
by the Fund entering into a futures contract purchase for the same aggregate
amount of the specific type of financial instrument with the same delivery date.
If the price in the sale exceeds the price in the offsetting purchase, the Fund
immediately is paid the difference and thus realizes a gain. If the offsetting
purchase price exceeds the sale price, the Fund pays the difference and realizes
a loss. Similarly, the closing out of a futures contract purchase is effected by
the Fund entering into a futures contract sale. If the offsetting sale price
exceeds the purchase price, the Fund realizes a gain, and if the purchase price
exceeds the offsetting price, the Fund realizes a loss.
There are several risks in connection with the use of futures contracts as a
hedging device. One risk arises due to the imperfect correlation between
movements in the price of the futures contracts and movements in the price of
the subject of the hedge. The price of the futures contract may move more than
or less than the price of the securities or currency being hedged.
If the price of the futures contracts moves less than the price of the
securities or currency hedged, the hedge will not be fully effective, but, if
the price of the securities or currency being hedged has moved in an unfavorable
direction, the Fund would be in a better position than if it had not hedged at
all. If the price of the securities or currency being hedged has moved in a
favorable direction, this advantage will be partially offset by the movement in
the price of the futures contract. If the price of the futures contract moves
more than the price of the security or currency, the Fund will experience either
a loss or gain on the futures which will not be completely offset by movements
in the prices of the securities or currency which is the subject of the hedge.
2
<PAGE>
To compensate for the imperfect correlation of such movements in price, the
Fund may buy or sell futures contracts in a greater dollar amount than the
dollar amount of the securities or currency being hedged if the historical
volatility of the prices of such securities or currency has been greater than
the historical volatility of the futures contracts. Conversely, the Fund may buy
or sell fewer futures contracts if the historical volatility of the price of the
securities or currency being hedged is less than the historical volatility of
the futures contracts.
It is also possible that, where a Fund has sold futures to hedge its
portfolio against a decline in the market, the market may advance and the value
of securities held in the Fund's portfolio may decline. If this occurred, the
Fund would lose money on the futures contracts and also experience a decline in
value in its portfolio securities. However, while this could occur for a very
brief period or to a very small degree, over time, the value of a diversified
portfolio will tend to move in the same direction as the futures contracts.
Where futures are purchased to hedge against a possible increase in the cost
of securities before a Fund is able to invest its cash (or cash equivalents) in
an orderly fashion, it is possible that the market may decline instead; if the
Fund then concludes not to invest in the relevant securities at that time
because of concern as to possible further market decline or for other reasons,
the Fund will realize a loss on the futures contract that is not offset by a
reduction in the price of securities purchased.
Another risk arises because the market prices of futures contracts may be
affected by certain factors. First, all participants in the futures market are
subject to initial margin and maintenance margin requirements. Rather than
meeting maintenance margin requirements, investors may close futures contracts
through offsetting transactions which could distort the normal relationship
between the debt securities and futures markets. Second, from the point of view
of speculators, the margin requirements in the futures market are less onerous
than margin requirements in the securities market. Therefore, increased
participation by speculators in the futures market may also cause temporary
price distortions.
Due to the possibility of price distortion in the futures market and because
of the imperfect correlation between movements in securities and movements in
the prices of futures contracts, a correct forecast of interest rate trends by
the Manager may still not result in a successful hedging transaction over a very
short period of time.
The hours of trading for futures contracts may not conform to the hours
during which the underlying securities are traded. To the extent that the
futures contracts markets close after the markets for the underlying securities,
significant price movements can take place in the futures contracts markets that
cannot be reflected in the markets of the underlying securities.
Positions in futures contracts may be closed out only on an exchange or board
of trade which provides a secondary market for such futures. Although the Trust
intends to purchase or sell futures only on exchanges or boards of trade where
there appears to be an active secondary market, there is no assurance that a
liquid secondary market on an exchange or board of trade will exist for any
particular contract or at any particular time. In such event, it may not be
possible to close a futures position and, in the event of adverse price
movements, the Fund would continue to be required to make daily cash payments of
maintenance margin. However, in the event futures contracts have been used to
hedge portfolio securities, such securities will not be sold until the futures
contracts can be terminated. In such circumstances, an increase in the price of
the securities, if any, may partially or completely offset losses on the futures
contract. However, as described above, there is no guarantee that the price of
the securities will, in fact, correlate with the price movements in the futures
contract and thus provide an offset to losses on a futures contract.
Successful use of futures contracts by the Trust is also subject to the
Manager's ability to correctly predict movements in the direction of interest
rates and other factors affecting markets for securities. For example, if a Fund
has hedged against the possibility of an increase in interest rates which would
adversely affect securities held in its portfolio and prices of such securities
increase instead, the Fund will lose part or all of the benefit of the increased
value of its securities which it has hedged because it will have offsetting
losses in its futures positions. In addition, in such situations, if the Fund
has insufficient cash, it may have to sell securities to meet maintenance margin
requirements. Such sales of securities may be, but will not necessarily be, at
increased prices which reflect the rising market. The Fund may have to sell
securities at a time when it may be disadvantageous to do so.
FOREIGN SECURITIES
A Fund may invest in securities of foreign issuers, including equities and
non-U.S. dollar-denominated money market securities, and sponsored and
unsponsored ADRs, ADSs, EDRs, EDSs, GDRs, and GDSs. Shareholders should consider
carefully the substantial risks involved in investing in securities issued by
companies and governments of foreign nations which are in addition to the usual
risks inherent in domestic investments.
Although the Trust intends to invest only in nations that the Manager
considers to have relatively stable and friendly governments, there is the
possibility of expropriation, nationalization, repatriation or confiscatory
taxation, taxation of income earned in a foreign country and other foreign
taxes, foreign exchange controls (which may include suspension of the ability to
transfer currency from a given country), default in foreign government
securities, political or social instability or diplomatic developments which
could affect investments in securities of issuers in those nations. In addition,
in many countries there is less publicly available information about issuers
than is available for U.S. companies. For example, ownership of unsponsored ADRs
may not entitle the owner to financial or other reports from the issuer to which
it might otherwise be entitled as the owner of a
3
<PAGE>
sponsored ADR. Moreover, foreign companies are not generally subject to uniform
accounting, auditing and financial reporting standards, and auditing practices
and requirements may not be comparable to those applicable to U.S. companies. In
many foreign countries, there is less government supervision and regulation of
business and industry practices, stock exchanges, brokers and listed companies
than in the United States. Foreign securities transactions may also be subject
to higher brokerage costs than domestic securities transactions. The foreign
securities markets of many of the countries in which the Fund may invest may
also be smaller, less liquid and subject to greater price volatility than those
in the United States. In addition, the Fund may encounter difficulties or be
unable to pursue legal remedies and obtain judgment in foreign courts.
Foreign stock markets have different clearance and settlement procedures and
in certain markets there have been times when settlements have been unable to
keep pace with the volume of securities transactions, making it difficult to
conduct such transactions. Delays in settlement could result in temporary
periods when assets of the Fund are uninvested and no return is earned thereon.
The inability of the Fund to make intended security purchases due to settlement
problems could cause the Fund to miss attractive investment opportunities.
Further, the inability to dispose of portfolio securities due to settlement
problems could result either in losses because of subsequent declines in the
value of the portfolio security or, if the Fund has entered into a contract to
sell the security, in possible liability to the purchaser. Fixed commissions on
some foreign securities exchanges are generally higher than negotiated
commissions on U.S. exchanges, although the Manager will endeavor to achieve the
most favorable net results on the Fund's portfolio transactions. It may be more
difficult for the Fund's agents to keep currently informed about corporate
actions such as stock dividends or other matters that may affect the prices of
portfolio securities. Communications between the United States and foreign
countries may be less reliable than within the United States, thus increasing
the risk of delayed settlements of portfolio transactions or loss of
certificates for portfolio securities. Moreover, individual foreign economies
may differ favorably or unfavorably from the United States economy in such
respects as growth of gross domestic product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position. The
Manager seeks to mitigate the risks to the Fund associated with the foregoing
considerations through diversification and continuous professional management.
Brokerage commissions, custodial services, and other costs relating to
investment in foreign countries are generally more expensive than in the United
States. Clearance and settlement procedures on foreign markets are different and
problems with settling security transactions could result in temporary periods
when assets of the fund are uninvested and no return is earned on such amounts.
Depository receipts are typically issued by foreign banks or trust companies,
although they may also be issued by U.S. banks or trust companies, and evidence
ownership of underlying securities issued by either a foreign or a U.S.
corporation. Depository receipts may be issued pursuant to a sponsored program,
where an issuer has made arrangements to have its securities traded in the form
of depository receipts, or in unsponsored programs, where the issuer may not be
directly involved in the creation of the program. Depository receipts may not
necessarily be denominated in the same currency as the underlying securities
into which they may be converted. In addition, the issuers of the securities
underlying unsponsored depository receipts are not obligated to disclose
material information in the U.S. and, therefore, there may be less information
available regarding such issuers and there may not be a correlation between such
information and the market value of the depository receipts. Depository receipts
also involve the risks of other investments in foreign stocks, as discussed
above.
INVESTMENT COMPANIES (ALL FUNDS EXCEPT THE GOVERNMENT CASH FUND)
Investments by the Trust in investment companies will be effected by
independent investment managers, and the Trust will have no control over the
investment management, custodial arrangements or operations of any investments
made by such investment managers. Some of the funds in which a Fund may invest
could also incur more risks than would be the case for direct investments. For
example, they may engage in investment practices that entail greater risks or
invest in companies whose securities and other investments are more volatile. In
addition, the funds in which a Fund of the Trust invests may or may not have the
same fundamental investment limitations as those of the Fund itself. While a
potential benefit of investing in closed-end investment companies would be to
realize value from a decrease in the discount from net asset value at which some
closed-end funds trade, there is also the potential that such discount could
grow, rather than decrease.
By investing in investment companies indirectly through the Trust, a
shareholder of the investing Fund will bear not only a proportionate share of
the expenses of that Fund (including operating costs and investment advisory and
administrative fees) but also, indirectly, similar expenses of the investment
companies in which the Fund invests. A shareholder may also indirectly bear
expenses paid by investment companies in which the Fund invests related to the
distribution of such investment companies' shares. Some of the open-end
investment companies in which the Fund may invest may limit the ability of
shareholders (including a Fund of the Trust) to redeem their shares.
Closed-end investment companies frequently trade at a discount from net asset
value. Only if the discount is sufficiently large will the additional income
earned by a portfolio purchased at a discount offset the additional layer of
expense. If shares of another investment company are purchased at a discount
which subsequently declines, performance will be better than it would have been
had the underlying instruments been purchased directly. Our funds will invest in
another investment company only if the portfolio manager believes that the
fund's investment objective will be furthered by doing so. No more than 10% of a
fund's
4
<PAGE>
assets will be invested in other investment companies. No more than 5% will be
invested in any one. The Government Cash Fund will not normally invest in any
other investment companies.
The Government Cash Fund may not invest in securities of investment
companies, except as they may be acquired as part of a merger, consolidation or
acquisition of assets. The other Funds may not invest in investment companies
except by purchase in the open market involving only customary brokers'
commissions, in connection with a merger, consolidation, reorganization, or
acquisition of assets, or as otherwise permitted by applicable law. Current law
prohibits any Fund from (i) owning more than 3% of the voting securities of any
one investment company; (ii) investing more than 5% of its assets in the
securities of any one investment company; or (iii) investing more than 10% of
its assets in securities issued by investment companies. Any Fund is also
prohibited from owning more than 10% of the voting securities of a registered
closed-end investment company. If the investment securities of another
investment company were the only investment securities held by a Fund, these
restrictions would not apply to that Fund. All Funds may also invest in other
investment companies to facilitate the implementation of a master-feeder
structure.
STRATEGY FUND, APPRECIATION FUND AND GROWTH & INCOME FUND
The portfolio manager of the Strategy, Appreciation and Growth & Income
Funds uses proprietary computer-driven models developed by Dr. Zweig and his
associates to choose stocks for those funds. The models evaluate and rank 3,000
stocks based primarily on earnings momentum, relative valuation, changes in
analysts' earnings estimates, earnings growth, price momentum, cash flow trend,
payout ratio trend and other market measurements. The stock selection models may
evolve or be replaced by other techniques intended to select stocks with the
potential for growth. We will notify shareholders of any material change to the
stock selection models.
MANAGED ASSETS
Each foreign country in which Managed Assets intends to invest has a currency
model, as well as stock and bond models similar to those used for determining
the domestic asset allocation strategy. The Subadviser will normally allocate
the Fund's assets within the following parameters: 0-60% in stocks, 0-60% in
bonds and 0-100% in short-term debt instruments. A neutral mix will consist of
35% stocks, 35% bonds and 30% cash equivalents. This will occur when the
research indicates that conditions do not favor one asset class over another.
The Fund may use futures, forward currency contracts and options to increase or
decrease its exposure to changing securities prices, interest rates or currency
exchange rates.
FOREIGN EQUITY FUND
The level of stocks and money market instruments, as well as the total level
of investment in any particular country, will vary over time depending on the
level of risk the Subadviser's models determine. As a model points to increasing
levels of market risk in a particular country, the Fund will reduce its exposure
to that country by selling stocks, by hedging market exposure with foreign stock
index futures or options or by selling short.
In selecting stocks, our models rank industry groups when available. From the
higher ranked industry groups, we select stocks by evaluating and ranking them
based on technical and fundamental factors. Additionally, we may invest in
investment vehicles or groups of foreign stocks that, in the aggregate, are
expected to perform similarly to a particular major foreign stock market index
or foreign stock industry group, and in investment companies that invest in the
securities of a particular country, commonly referred to as "Country Funds,"
that invest in the securities of a particular country.
The Subadviser's currency model for each country provides a disciplined
approach to managing currency risk. When the model indicates a strong likelihood
that the foreign currency is going to increase in value against the U.S. dollar,
the Fund will not hedge its exposure to the foreign currency. Otherwise, it will
hedge its entire position using currency exchange contracts. In those countries
where there is no mechanism to hedge against currency fluctuations, we will only
invest in such countries when our models are bullish on both the equity market
and the foreign currency. Some of the indicators in the currency model include
the relative trend of real and nominal short-term interest rates, the movement
of the trade-weighted foreign currency, and the momentum of the foreign currency
against the U.S. dollar.
GOVERNMENT FUND
The Government Fund seeks a high total return from current income and capital
appreciation consistent with preservation of capital over the long term by
investing primarily in U.S. Government and agency securities, including
Government National Mortgage Association ("GNMA") mortgage-backed certificates
and repurchase agreements collateralized by such securities. THE GOVERNMENT FUND
MAY NOT INVEST IN STOCKS.
Not all U.S. Government securities are backed by the full faith and credit of
the United States. Some are supported only by the credit of the agency or
instrumentality. Agencies and instrumentalities include: Bank for Cooperatives,
Export-Import Bank of the U.S., Farmers Home Administration, Federal Financing
Bank, Federal Home Loan Banks, Federal Home Loan Mortgage Corp., Federal Housing
Administration, Federal Intermediate Credit Banks, Federal Land Banks, Federal
National Mortgage Association, Government National Mortgage Association (GNMA),
Resolution Funding Corp., Student Loan Marketing Association, Tennessee Valley
Authority and the U.S. Postal Service.
5
<PAGE>
It is the Government Fund's policy that at least 65% of its total assets will
be invested in U.S. Government securities (including GNMA certificates), except
during times when the Subadviser believes that adoption of a temporary defensive
position is desirable. For temporary defensive purposes, the Fund may hold cash
or invest in money market instruments without limit.
Investments for the Government Fund are chosen primarily by utilizing a model
that incorporates various indicators such as: momentum of bond prices,
short-term interest rate trends, inflation indicators, general economic and
liquidity indicators, and other market indicators and statistics.
The Fund may write covered call options and secured put options, and purchase
put options on U.S. Government securities which are traded on an exchange or
over-the-counter. The Fund also may purchase and sell interest rate futures
contracts and purchase and write put and call options on such futures contracts
as a means of hedging against changes in interest rates.
OPTIONS ON GOVERNMENT SECURITIES
(i) On Treasury Bonds and Notes. Because the trading interest in Treasury
bonds and notes tends to center on the most recently auctioned issues, the
exchanges will not continue indefinitely to introduce new expirations with
respect to such options to replace expiring options on particular issues. The
expirations introduced at the commencement of options trading on a particular
issue will be allowed to run, with the possible addition of a limited number of
new expirations, as the original expirations expire. Options trading on each
issue of bonds or notes will thus be phased out as new options are listed on
more recent issues, and a full range of expirations will not ordinarily be
available on the exchange for every issue on which options are traded.
(ii) On Treasury Bills. Because the deliverable Treasury bill changes from
week to week, writers of Treasury bill calls cannot provide in advance for their
potential exercise settlement obligations by acquiring and holding the
underlying security. However, if the Fund holds a long position in Treasury
bills with a principal amount corresponding to the contract size of the option,
it may be hedged from a risk standpoint. In addition, the Fund will maintain
Treasury bills, maturing no later than those which would be deliverable in the
event of exercise of a call option it has written, in a segregated account with
its custodian so that it will be treated as being covered for margin purposes.
(iii) On GNMA Certificates. Options on GNMA certificates are not currently
traded on any national securities exchange, although the Securities and Exchange
Commission (the "Commission") has approved such options for trading on the
Chicago Board Options Exchange. Since the remaining principal balance of GNMA
certificates declines each month as mortgage payments are made, the Fund, as a
writer of a GNMA call, may find that the GNMA certificates it holds no longer
have a sufficient remaining principal balance to satisfy its delivery obligation
in the event of exercise of the call option it has written. Should this occur,
additional GNMA certificates from the same pool (if obtainable), or replacement
GNMA certificates, will have to be purchased in the cash market to meet delivery
obligations. The Fund will either replace GNMA certificates representing cover
for call options it has written, or maintain in a segregated account with its
custodian cash or U.S. Government securities or other appropriate high grade
debt obligations having an aggregate value equal to the market value of the GNMA
certificates underlying the call options it has written.
The hours of trading for options on U.S. Government securities may not
conform to the hours during which the underlying securities are traded. To the
extent that the options markets close before the markets for the underlying
securities, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the options markets.
Options are traded on exchanges on only a limited number of U.S. Government
securities, and exchange regulations limit the maximum number of options which
may be written or purchased by a single investor or a group of investors acting
in concert. The Trust and other clients advised by the Manager may be deemed to
constitute a group for these purposes. In light of these limits, the Trust's
Board of Trustees (the "Board of Trustees" or the "Board") may determine at any
time to restrict or terminate the public offering of the Fund's shares
(including through exchanges from the other Funds).
Exchange markets in options on U.S. Government securities are a relatively
new and untested concept and it is impossible to predict the amount of trading
interest that may exist in such options. There can be no assurance that viable
exchange markets will develop or continue.
FUTURES CONTRACTS ON GOVERNMENT SECURITIES
Currently futures contracts can be purchased and sold with respect to U.S.
Treasury bonds, U.S. Treasury notes and GNMA certificates on the Chicago Board
of Trade, and with respect to U.S. Treasury bills on the International Monetary
Market at the Chicago Mercantile Exchange.
OPTIONS ON FUTURES CONTRACTS
Currently, options can be purchased or sold with respect to futures contracts
on U.S. Treasury bonds on the Chicago Board of Trade.
The Fund is required to deposit initial margin and maintenance margin with
respect to put and call options on futures contracts written by it pursuant to
brokers' requirements similar to those applicable to interest rate futures
contracts described above. In addition, net option premiums are included as
initial margin deposits. As with options on debt securities, the writer of an
option on
6
<PAGE>
a futures contract may terminate his position by selling or purchasing an option
of the same series. The ability to establish and close out positions on such
options is subject to the existence of a liquid secondary market. The Fund will
not purchase options on futures contracts on any exchange unless and until, in
the Manager's opinion, the market for such options is sufficiently liquid that
the risks in connection with options on futures contracts are not greater than
the risks in connection with futures contracts.
Compared to the purchase or sale of futures contracts, the purchase of
options on futures contracts involves less potential risk to the Fund because
the maximum amount at risk is the premium paid for the options (plus transaction
costs). However, there may be circumstances when the use of an option on a
futures contract would result in a loss to the Fund when the use of a futures
contract would not, such as when there is no movement in the prices of debt
securities. Writing an option on a futures contract involves risks similar to
those arising in the sale of futures contracts, as described above.
In purchasing and selling futures contracts and in purchasing options on
futures contracts, the Fund will comply with rules and interpretations of the
Commodity Futures Trading Commission ("CFTC") under which it is exempted from
regulation as a commodity pool operator. The CFTC regulations which exempt the
Fund from regulation as a commodity pool operator require, among other things,
(i) that futures and related options be used solely for bona fide hedging
purposes, as defined in CFTC regulations or, alternatively, with respect to each
long futures or options position, the Fund will ensure that the underlying
commodity value of such contract does not exceed the sum of segregated cash or
money market instruments, margin deposits on such contracts, cash proceeds from
investments due in 30 days and accrued profits on such contracts held by the
commodity broker, and (ii) that the Fund not enter into futures and related
options for which the aggregate initial margin and premiums exceed 5% of the
fair market value of the Fund's total assets. There is no other limitation on
the percentage of the Fund's assets that may be invested in futures and related
options. The Internal Revenue Code's requirements for qualification as a
regulated investment company may limit the extent to which the Fund can engage
in futures transactions.
GOVERNMENT CASH FUND
The Government Cash Fund may invest in U.S. Treasury issues, such as bills,
certificates of indebtedness, notes and bonds, and issues of U.S. Government
agencies and instrumentalities which are established under the authority of an
act of Congress, such as the Bank for Cooperatives, Export-Import Bank of the
U.S., Farmers Home Administration, Federal Financing Bank, Federal Home Loan
Banks, Federal Home Loan Mortgage Corp., Federal Housing Administration, Federal
Intermediate Credit Banks, Federal Land Banks, Federal National Mortgage
Association, Government National Mortgage Association (GNMA), Resolution Funding
Corp., Student Loan Marketing Association, Tennessee Valley Authority and the
U.S. Postal Service. Some of these securities, such as Federal Housing
Administration debenture obligations, are supported by the full faith and credit
of the U.S. Treasury; others, such as obligations of Federal Home Loan Banks,
are supported by the right of the issuer to borrow from the U.S. Treasury;
others, such as those of the Federal National Mortgage Association, are
supported by the discretionary authority of the U.S. Government to purchase the
agency's obligations; and still others, such as those of the Student Loan
Marketing Association, are supported only by the credit of the instrumentality.
The Fund will not invest in obligations of the International Bank for
Reconstruction and Development (the World Bank), the Asian Development Bank, or
the Inter-American Development Bank, or in FHA or VA pooled mortgages.
INVESTMENT RESTRICTIONS
(Applicable to all Funds Except the Government Cash Fund)
The investment restrictions set forth below are fundamental policies of each
Fund (other than the Government Cash Fund, the investment restrictions of which
are set forth separately below), which cannot be changed with respect to a Fund
without the approval of the holders of a majority of the outstanding voting
securities of that Fund as defined in the Investment Company Act of 1940, as
amended (the "1940 Act") as the lesser of: (1) 67% or more of a Fund's voting
securities present at a meeting of shareholders, if the holders of more than 50%
of a Fund's outstanding voting securities are present in person or by proxy, or
(2) more than 50% of a Fund's outstanding voting securities. However, these
policies may be modified by the Trustees, in their discretion, without
shareholder approval, to the extent necessary to facilitate the implementation
of a master-feeder structure for any or all of the Funds (i.e., a structure
under which a particular Fund acts as a feeder and invests all of its assets in
a single pooled master fund with substantially the same investment objectives
and policies). Unless otherwise indicated, all percentage limitations apply to
each Fund on an individual basis, and apply only at the time an investment is
made; a later increase or decrease in percentage resulting from changes in
values or net assets will not be deemed to be an investment that is contrary to
these restrictions. Pursuant to such restrictions and policies, except as stated
above with respect to a master-feeder structure, no Fund may:
1. Purchase the securities of issuers conducting their principal business
activities in the same industry if immediately after such purchase the value of
its investments in such industry would be 25% or more of the value of the total
assets of the Fund (there is no such limitation with respect to obligations of
the U.S. Government, its agencies and instrumentalities);
2. With respect to 75% of a Fund's assets, purchase the securities of any
one issuer, if immediately after such purchase (i) more than 5% of the value of
the total assets of any Fund would be invested in such issuer or (ii) the Fund
would own more than
7
<PAGE>
10% of the outstanding voting securities of such issuer (such limitations do not
apply to securities issued by the U.S. Government, its agencies or
instrumentalities);
3. Invest in real estate or real estate mortgage loans, interests in oil,
gas and/or mineral exploration or development programs, provided that this
limitation shall not prohibit the purchase of securities issued by companies
that invest in real estate or interests therein, including real estate
investment trusts;
4. Make loans, except that this restriction shall not prohibit the purchase
and holding of a portion of an issue of publicly distributed debt securities,
the lending of portfolio securities (if the aggregate value of the loaned
securities does not at any time exceed one-third of the total assets of the
Fund), or the entry into repurchase agreements;
5. Issue "senior securities," except as permitted under the Investment
Company Act of 1940;
6. Act as an underwriter, except that Fund may technically be deemed an
underwriter under the Securities Act of 1933, as amended (the "1933 Act"), in a
registration under such Act necessary to resell certain restricted securities;
7. Invest in commodities or commodity contracts, except as described in the
Prospectus or purchase or sell physical commodities unless acquired as a result
of ownership of securities, provided that this limitation shall not prevent a
Fund from purchasing and selling options and futures contracts; and
8. The Strategy Fund, Appreciation Fund, Growth & Income Fund, and
Government Fund may not borrow amounts in excess of 20% of its total assets
taken at cost or at market value, whichever is lower, and then only from banks
as a temporary measure for extraordinary or emergency purposes. If such
borrowings exceed 5% of the Fund's total assets, the Fund will make no further
investments until such borrowing is repaid. Each such Fund may pledge up to 10%
of its total assets as security for such borrowing. For purposes of these
restrictions, the deposit of initial or maintenance margin in connection with
futures contracts will not be deemed to be a pledge of such Fund's assets.
Managed Assets may not borrow money, unless from a bank, for temporary or
emergency purposes (not for leveraging or investment) in an amount not exceeding
1/3 of the value of the total assets of Managed Assets less liabilities (other
than borrowings). Any borrowings that come to exceed 1/3 of the value of Managed
Assets' total assets by reason of a decline in net assets will be reduced within
three days to the extent necessary to comply with the 1/3 limitations.
NON-FUNDAMENTAL RESTRICTIONS
The investment restrictions set forth below are other investment policies of
each Fund (except the Government Cash Fund) that are non-fundamental and that
can be changed by the Board of Trustees without a shareholder vote. Pursuant to
such restrictions and policies, no Fund may:
9. Borrow money, except from banks for temporary purposes, in an amount up
to 5% of the value of the Fund's total assets. A Fund will borrow money only to
accommodate requests for the redemption of shares, to effect an orderly
liquidation of portfolio securities or to clear securities transactions and not
for leveraging purposes.
10. Purchase securities of any other investment company, except (i) by
purchase in the open market involving only customary brokers' commissions, (ii)
in connection with a merger, consolidation, reorganization or acquisition of
assets, or (iii) as otherwise permitted by applicable law;
11. Participate on a joint or a joint and several basis in any trading
account in securities. (The bunching of orders for two or more accounts managed
by the Manager or its affiliates shall not be considered participation in a
joint securities trading account);
12. Purchase securities on margin, except for such short-term credits as are
necessary for the clearance of transactions and initial and variation margin
payments in connection with transactions in futures contracts and options
contracts;
13. Sell securities short, except as described in the Prospectus. (Short
sales may be made in a margin account).
14. Purchase securities which are not readily marketable (such as certain
securities which are subject to legal or contractual restrictions on resale) or
securities which are otherwise illiquid (including non-marketable securities and
repurchase agreements having more than seven days remaining to maturity) if, as
a result, more than 15% of the Fund's net assets would consist of such
securities.
INVESTMENT RESTRICTIONS APPLICABLE TO THE GOVERNMENT CASH FUND
The Government Cash Fund has adopted certain restrictions and fundamental
policies which cannot be changed without a vote of a majority of its outstanding
voting securities. However, these policies may be modified by the Trustees
without shareholder approval to the extent necessary to facilitate the
implementation of a master-feeder structure for the Government Cash Fund. Except
as stated above with respect to a master-feeder structure, the Government Cash
Fund may not:
o Purchase common stocks, preferred stocks, warrants, other equity
securities, state bonds, municipal bonds, industrial revenue bonds or corporate
bonds or debentures;
8
<PAGE>
o Borrow money, except from banks for temporary purposes in an amount up to
10% of the value of its total assets. The Government Cash Fund may only pledge
its assets in an amount up to 10% of the value of its total assets, and then
only to secure such borrowings. The Government Cash Fund will borrow money only
to accommodate requests to redeem shares to effect an orderly liquidation of
portfolio securities or to clear securities transactions and not for leveraging
purposes; accordingly, it is anticipated that any such borrowing will be repaid
before additional investments are made. The Government Cash Fund currently does
not intend to borrow money to an extent exceeding 5% of its total assets. The
Government Cash Fund may not issue any securities which would be deemed to be
senior securities in contravention of the 1940 Act;
o With respect to 75% of the value of its total assets, invest more than 5%
of the value of its total assets in the securities of any one issuer, except
securities issued or guaranteed as to the payment of principal and interest by
the U.S. Government, its agencies or instrumentalities;
o Sell securities short;
o Write or purchase put or call options;
o Underwrite the securities of other issuers;
o Purchase or sell real estate, real estate investment trust securities,
commodities or oil and gas interests;
o Make loans to others, except that engaging in permissible activities
specified in the Prospectus under the heading "Principal Investment Strategies"
and in this Statement of Additional Information under the headings "Investment
Objectives and Policies" and "Investment Restrictions" shall not be viewed as
loans for this purpose;
o Invest more than an aggregate of 10% of its net assets (taken at current
value) in repurchase agreements maturing in more than seven days and other
illiquid investments (such as non-negotiable certificates of deposit,
non-negotiable time deposits or other non-marketable securities);
o Invest in companies for the purpose of exercising control; or
o Invest in securities of other investment companies, except as they may be
acquired as part of a merger, consolidation or acquisition of assets.
The foregoing percentage restrictions apply at the time an investment is
made; a later increase or decrease in percentage may result from changes in
values or the Government Cash Fund's net assets but will not be deemed to result
in an investment which is contrary to these restrictions.
PERFORMANCE
GOVERNMENT CASH FUND
From time to time, the Trust determines a current yield and effective yield
for each class of shares of the Government Cash Fund. For a further discussion
of how the Trust calculates yield, see "Pricing of Fund Shares" in the
Prospectus.
The effective yield is an annualized yield based on a compounding of the
unannualized base period return. The effective yield will be slightly higher
than the yield or seven-day current yield because of the compounding effect of
the assumed reinvestment.
These yields are each computed in accordance with a standard method
prescribed by the rules of the Commission, by first determining the net change
in account value for a hypothetical account having a share balance of one share
at the beginning of a seven-day period (the "beginning account value"). The net
change in account value equals the value of additional shares purchased with
dividends from the original share and dividends declared on both the original
share and any such additional shares. The unannualized base period return equals
the net change in account value divided by the beginning account value. Realized
gains or losses or changes in unrealized appreciation or depreciation are not
taken into account in determining the net change in account value.
The yields are then calculated as follows:
Net Change in Account Value 365
Current Yield = --------------------------- X ---
Beginning Account Value 7
365
Effective Yield = [(1 + Base Period Return)-----]- 1
7
For the seven days ended December 31, 1999, the Government Cash Fund's
current and effective (compounded) yields were 5.06% and 5.16%, respectively,
for Class A Shares; 4.36% and 4.44%, respectively, for Class B Shares; 5.06% and
5.16%, respectively, for Class C Shares; and 5.36% and 5.48%, respectively, for
Class I Shares.
9
<PAGE>
Yield is a function of portfolio quality and composition, portfolio maturity
and operating expenses. Yields fluctuate and do not necessarily indicate future
results. While yield information may be useful in reviewing the performance of
the Fund, it may not provide a basis for comparison with bank deposits, other
fixed rate investments or other investment companies that may use a different
method of calculating yield.
OTHER FUNDS
The Trust will include performance data for Class A, Class B, Class C and
Class I Shares of each Fund in its advertisements, sales literature and other
information distributed to the public that includes performance data of a Fund.
Such performance information will be based on investment yields or total returns
for the Fund.
YIELD
Yield may not be the same as the distribution rate or the income reported in
the Fund's financial statements. We compute yield by taking the interest and
dividend income a Fund earns in a 30-day period, net of expenses, and dividing
that amount by the average number of shares entitled to receive dividends. Yield
will be calculated, using a one-month base period, according to the following
formula:
Yield = 2 X [(a-b/cd) + 1] 6 - 1
Where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that
were entitled to receive dividends d = the maximum offering price per share
on the last day of the period.
The annualized yield for the Class A, Class B, Class C and Class I Shares of
the Government Fund at December 31, 1999 was 4.34%, 3.84%, 4.10% and 4.86%.
AVERAGE ANNUAL TOTAL RETURN
Total return represents the average annual compounded rate of return on an
investment of $1,000 at the maximum public offering price (in the case of Class
A Shares) or reflecting the deduction of any applicable CDSC. All data are based
on past investment results.
Average annual total return for a given period is computed by finding the
average annual compounded rate of return over the period that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:
P(1 + T)(n)=ERV
Where:
P = a hypothetical initial investment in the Fund of $1,000
T = average annual total return
n = number of years in period
ERV = ending redeemable value at the end of the period of a hypothetical
$1,000 investment in the Fund made at the beginning of the period.
The following table summarizes the calculation of total return for each Fund
(including the effect of the maximum sales charge) where applicable, through
December 31, 1999.
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1999
Year Ended Five Years Ended Ten Years Ended Commencement of Operations*
Fund 12/31/99 12/31/99 12/31/99 to 12/31/99
- ---- -------- -------- -------- -----------
Class A Shares
- --------------
<S> <C> <C> <C> <C>
Appreciation Fund (7.20)% 10.24% -- 9.63%
Foreign Equity Fund 16.22% -- -- 12.53%
Government Cash Fund 4.52% 4.86% -- 4.74%
Government Fund (7.21)% 4.43% 5.38% --
Growth & Income Fund (4.47)% -- -- 4.99%
Managed Assets 2.82% 11.73% -- 9.69%
Strategy Fund (3.02)% 9.70% 9.15% --
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED FIVE YEARS ENDED COMMENCEMENT OF OPERATIONS*
CLASS B SHARES 12/31/99 12/31/99 TO 12/31/99
- -------------- -------- -------- -----------
<S> <C> <C> <C>
Appreciation Fund (5.40)% -- 7.01%
Foreign Equity Fund 18.06% -- 13.56%
Government Cash Fund (0.20)% -- 4.09%
Government Fund (6.95)% -- 3.64%
Growth & Income Fund (3.21)% -- 5.33%
Managed Assets 4.06% -- 11.71%
Strategy Fund (1.13)% -- 5.79%
CLASS C SHARES
- --------------
Appreciation Fund (2.49)% 10.73% 8.48%
Foreign Equity Fund 21.85% -- 14.65%
Government Cash Fund 4.52% 4.86% 4.74%
Government Fund (3.09)% 4.95% 4.63%
Growth & Income Fund 0.45% -- 6.19%
Managed Assets 8.01% 12.19% 9.81%
Strategy Fund 1.94% 10.17% 8.67%
CLASS I SHARES
- --------------
Appreciation Fund (1.45)% -- 8.44%
Government Cash Fund 4.83% -- 5.11%
Government Fund 2.31% -- 4.80%
Growth & Income Fund 1.46% -- 7.25%
Managed Assets 9.08% -- 13.94%
Strategy Fund 2.96% -- 7.80%
</TABLE>
*Since inception, March 25, 1985 for Class A Shares of the Government Fund;
December 29, 1989 for Class A Shares of the Strategy Fund; October 7, 1991 for
Class A Shares of the Appreciation Fund, Strategy Fund, and the Government Fund;
and February 4, 1992 for Class C Shares of the Appreciation Fund, Strategy Fund,
and the Government Fund; February 8, 1993 for Class A and Class C Shares of
Managed Assets; May 1, 1994 for Class A and Class C Shares of the Government
Cash Fund; April 8, 1996 for Class B Shares of the Appreciation Fund, Government
Cash Fund, Strategy Fund, Managed Assets, and Government Fund; November 1, 1996
for Class I Shares of the Appreciation Fund, Strategy Fund, Government Cash
Fund, and Managed Assets; November 26, 1996 for Class A, Class B, Class C and
Class I Shares of the Growth & Income Fund; July 14, 1997 for Class I Shares of
the Government Fund; and November 24, 1997 for Class A, Class B, Class C and
Class I Shares of the Foreign Equity Fund.
The investment results of the Class A, Class B, Class C and Class I Shares of
a Fund will tend to fluctuate over time, so that historical yields, current
distributions and total returns should not be considered representations of what
an investment may earn in any future period. Actual dividends will tend to
reflect changes in market yields, and will also depend upon the level of a
Class's or Fund's expenses, realized or unrealized investment gains and losses,
and the results of such Fund's investment policies. Thus, at any point in time,
investment yields, current distributions or total returns may be either higher
or lower than past results, and there is no assurance that any historical
performance record will continue.
PERFORMANCE COMPARISONS
The Trust, a Fund or Class of a Fund may, from time to time, include in
advertisements containing total return the ranking of those performance figures
relative to such figures for groups of mutual funds having similar investment
objectives as categorized by ranking services such as Lipper Analytical
Services, Inc., CDA Investment Technologies, Inc., Weisenberger Financial
Services, Inc., and rating services such as Morningstar, Inc. Additionally, the
Trust or a Fund may compare its performance results to other investment or
savings vehicles (such as certificates of deposit) and may refer to results
published in various publications such as Changing Times, Forbes, Fortune,
Money, Barrons, Business Week, Stanger's Mutual Fund Monitor, The Stanger
Register, Stanger's Investment Adviser, The Wall Street Journal, New York Times,
Consumer Reports, Registered Representative, Financial Planning, Financial
Services Weekly, Financial World, U.S. News and World Report, Standard and
Poor's The Outlook, Investor's Daily and Personal Investor. The total return may
be used to compare the performance of a Fund against certain widely acknowledged
outside standards or indices for stock and bond market performance, such as the
Standard & Poor's 500 Composite Stock Price Index (the "S&P 500"), Dow Jones
Industrial Average, Consumer Price Index, Lehman Brothers Corporate Index and
Lehman Brothers T-Bond Index. The S&P 500 is a commonly quoted measure of stock
market performance and represents common stocks of companies of varying sizes
segmented across 90 different industries which are listed on the New York Stock
Exchange, the American Stock Exchange and traded over the NASDAQ National Market
System.
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PORTFOLIO TURNOVER
The Funds pay brokerage commissions for purchases and sales of portfolio
securities. A high rate of portfolio turnover generally involves a
correspondingly greater amount of brokerage commissions and other costs which
must be borne directly by a Fund and thus indirectly by its shareholders. It may
also result in the realization of larger amounts of short-term capital gains,
which are taxable to shareholders as ordinary income. If such rate of turnover
exceeds 100%, the Funds will pay more in brokerage commissions than would be the
case if they had lower portfolio turnover rates. Historical turnover rates can
be found under the heading "Financial Highlights" located in the Trust's
Prospectus.
PORTFOLIO TRANSACTIONS AND BROKERAGE
ALL FUNDS OTHER THAN THE GOVERNMENT CASH FUND
The Adviser may use its broker/dealer affiliates, or other firms that sell
shares of the Funds, to buy and sell securities for the Funds, provided they
have the execution capability and that their commission rates are comparable to
those of other unaffiliated broker/dealers. Directors of PXP Securities Corp. or
its affiliates receive indirect benefits from the Funds as a result of its usual
and customary brokerage commissions that PXP Securities Corp. may receive for
acting as broker to the Funds in the purchase and sale of portfolio securities.
The investment advisory agreement does not provide for a reduction of the
advisory fee by any portion of the brokerage fees generated by portfolio
transactions of the Funds that PXP Securities Corp. may receive.
For the fiscal years ended December 1997, 1998 and 1999, brokerage
commissions paid by the Trust on portfolio transactions totaled $5,201,346,
$4,675,146 and $2,689,559, respectively. In the fiscal years ended October 1997,
1998 and 1999, the Trust paid brokerage commissions of $420,251, $670,940 and
$91,727, respectively, to PXP Securities Corp., its prior distributor and an
affiliate of its current Distributor. For the fiscal year ended December 31,
1999, the amount paid to PXP Securities Corp. was 3.40% of total brokerage
commissions paid by the Trust and was paid on transactions amounting to 1.70% of
the aggregate dollar amount of transactions involving the payment of
commissions. Brokerage commissions of $492,576 paid during the fiscal year ended
December 31, 1999, were paid on portfolio transactions aggregating $340,087,985
executed by brokers who provided research and other statistical information.
Allocation of transactions, including their frequency, to various dealers is
determined by the Adviser in its best judgment and in a manner deemed fair and
reasonable to shareholders. The primary consideration is prompt and efficient
execution of orders in an effective manner at the most favorable price. Subject
to this consideration, dealers who provide supplemental investment research,
statistical or other services to the Adviser may receive orders for transactions
by the Trust. Information so received will enable the Adviser to supplement its
own research and analysis with the views and information of other securities
firms. Such information may be useful and of value to the Adviser and its
affiliates in servicing other clients as well as the Trust; in addition,
information obtained by the Adviser and its affiliates in servicing other
clients may be useful and of value to the Adviser in servicing the Trust. In
allocating brokerage, the Adviser may also consider research provided to its
Subadviser pursuant to the Servicing Agreement.
The Trust may from time to time allocate brokerage commissions to firms that
furnish research and statistical information to the Adviser. The supplementary
research supplied by such firms is useful in varying degrees and is of
indeterminable value. Such research may, among other things, include advice
regarding economic factors and trends, advice as to occasional transactions in
specific securities and similar information relating to securities. No formula
has been established for the allocation of business to such brokers.
Consideration may be given to research provided and payment may be made of a fee
higher than that charged by another broker-dealer which does not furnish
research services or which furnishes research services deemed to be of lesser
value, so long as the criteria of Section 28(e) of the Securities Exchange Act
of 1934, as amended (the "1934 Act") are met. Section 28(e) of the 1934 Act
specifies that a person with investment discretion shall not be deemed to have
acted unlawfully or to have breached a fiduciary duty solely because such person
has caused the account to pay a higher commission than the lowest available
under certain circumstances. To obtain the benefit of Section 28(e), the person
so exercising investment discretion must make a good faith determination that
the commissions paid are reasonable in relation to the value of the brokerage
and research services provided viewed in terms of either that particular
transaction or his overall responsibilities with respect to the accounts as to
which he exercises investment discretion.
Currently, it is not possible to determine the extent to which commissions
that reflect an element of value for research services might exceed commissions
that would be payable for execution series alone, nor generally can the value of
research services be measured. Research services furnished might be useful and
of value to the Adviser and its affiliates in serving other clients as well as
the Trust, but on the other hand any research service obtained by the Adviser or
the Distributor from the placement of portfolio brokerage of other clients might
be useful and of value to the Adviser in carrying out its obligation to the
Trust.
There are no fixed limitations regarding the Trust's portfolio turnover rate.
In computing the portfolio turnover rate, all securities, including options, the
maturities or expiration dates of which at the time of acquisition are one year
or less, are excluded. Subject to this exclusion, the turnover rate is
calculated by dividing (A) the lesser of purchases or sales of portfolio
securities of a particular
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Fund for the fiscal year by (B) the monthly average of the value of portfolio
securities owned by the particular Fund during the fiscal year.
The options activities of the Strategy Fund, Appreciation Fund, Growth &
Income Fund, Managed Assets, Foreign Equity Fund and Government Fund may affect
their respective turnover rates, the amount of brokerage commissions paid by
each Fund and the realization of net short-term capital gains. Such gains, when
distributed, are taxed to shareholders (other than retirement plans) at ordinary
income tax rates. There are no fixed limitations regarding the Strategy Fund's
portfolio turnover. Securities satisfying the basic policies and objectives of
the Strategy Fund may be disposed of when they are no longer deemed to be
suitable. High portfolio turnover involves correspondingly greater brokerage
commissions, other transaction costs, and a possible increase in short-term
capital gains or losses. See "Determination of Net Asset Value" and "Dividends,
Distributions and Taxes."
The exercise of calls written by a Fund may cause the Fund to sell portfolio
securities, thus increasing its turnover rate. The exercise of puts also may
cause a sale of securities and increase turnover. Although such exercise is
within the Fund's control, holding a protective put might cause the Fund to sell
the underlying securities for reasons which would not exist in the absence of
the put. A Fund will pay a brokerage commission each time it buys or sells a
security in connection with the exercise of a put or call. Some commissions may
be higher than those which would apply to direct purchases or sales of portfolio
securities.
GOVERNMENT CASH FUND
The Adviser places orders for the purchase and sale of securities for the
Government Cash Fund. All the Government Cash Fund's portfolio transactions are
principal transactions with major dealers in money market instruments on which
no brokerage commission is paid. Purchases from or sales to dealers serving as
market-makers include the spread between the bid and asked prices. Transactions
are allocated to various dealers according to the best judgment of the Adviser
and in a manner deemed fair and reasonable to shareholders. The primary
consideration is prompt and effective execution of orders at the most favorable
price. Subject to this consideration, dealers who provide supplemental
investment research, statistical or other services to the Adviser may receive
orders for transactions by the Government Cash Fund.
INVESTMENT ADVISERS
Phoenix/Zweig Advisers LLC ("Phoenix/Zweig" or the "Adviser") (formerly
Zweig/Glaser Advisers LLC) is the investment adviser to each of the funds and is
located at 900 Third Avenue, New York, NY 10022. As of December 31, 1999,
Phoenix/Zweig was managing twelve funds with net assets of approximately $1.8
billion and two closed-end funds with assets in excess of $1.4 billion.
Phoenix/Zweig has been managing funds since September 1989.
Phoenix/Zweig is a wholly-owned subsidiary of Phoenix Investment Partners,
Ltd. ("PXP"), a Delaware corporation, located at 56 Prospect St., Hartford, CT
06115. PXP is a publicly-traded independent registered investment advisory firm,
and has served investors for over 70 years. As of December 31, 1999, PXP had
approximately $64.6 billion in assets under management through its investment
partners: Aberdeen Fund Managers, Inc. (Aberdeen) in Aberdeen, London, Singapore
and Fort Lauderdale; Duff & Phelps Investment Management Co. (Duff & Phelps) in
Chicago and Cleveland; Roger Engemann & Associates, Inc. (Engemann) in Pasadena;
Seneca Capital Management LLC (Seneca) in San Francisco; Phoenix/Zweig in New
York; and Phoenix Investment Counsel, Inc. (Goodwin, Hollister, and Oakhurst
divisions) in Hartford, Sarasota, and Scotts Valley, CA, respectively.
Overall responsibility for the management and supervision of the Trust and
the Funds rests with the Trustees of the Phoenix-Zweig Trust (the "Trustees").
Phoenix/Zweig's services under its Management Agreement are subject to the
direction of the Trustees.
The Management Agreement will continue in effect for two years if
specifically approved annually by a majority of the Board of Trustees who are
not parties to such contract or interested persons of any such party. The
Management Agreement may be terminated without penalty by either of the parties
on 60 days' written notice and must terminate in the event of its assignment.
The Management Agreement was last approved by the Trustees on January 12, 1999
and by shareholders on February 25, 1999.
The Management Agreement provides that the Adviser is liable only for its
acts or omissions caused by its willful misfeasance, bad faith, or gross
negligence in the performance of its duties or reckless disregard of its
obligations under the Management Agreement. The Management Agreement permits the
Adviser to render services to others and to engage in other activities.
Pursuant to the Management Agreement, the Adviser: (a) supervises and assists
in the management of the assets of each Fund, furnishes each Fund with research,
statistical and advisory services and provides regular reports to the Trustees;
(b) provides advice and assistance with the operations of the Trust, compliance
support, preparation of the Trust's registration statements, proxy materials and
other documents and advice and assistance of the Adviser's General Counsel; (c)
makes investment decisions for the Trust; (d) selects brokers and dealers to
execute transactions for each Fund; (e) ensures that investments follow the
investment objective, strategies, and policies of that Fund and comply with
government regulations; and (f) furnishes office facilities, personnel necessary
to provide advisory services to the Funds, personnel to serve without salaries
as officers or agents of the Trust and compensation and expenses of any Trustees
who are also full-time employees of the Adviser or any of its affiliates.
Pursuant to the Servicing Agreement, Phoenix/Zweig has delegated to Zweig the
responsibility for making asset allocation decisions for the Funds.
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<PAGE>
The Funds' Subadviser is Zweig Consulting, LLC ("Zweig" or the "Subadviser").
Its principal offices are located at 900 Third Ave., New York, NY 10022. Zweig's
services under the Servicing Agreement are subject to the direction of both the
Trustees and Phoenix/Zweig. Under a Servicing Agreement with Phoenix/Zweig,
Zweig's duties to each Fund include: (1) promoting the interests of the Trust;
and (2) performing asset allocation research and analysis.
In managing the assets of the Funds, the Adviser furnishes continuously an
investment program for each Fund consistent with the investment objectives and
policies of that Fund. More specifically, the Adviser determines from time to
time what securities shall be purchased for the Trust and what securities shall
be held or sold by the Trust. The Subadviser determines what portion of the
Trust's assets shall be allocated between stocks, bonds and cash, as
appropriate, taking into account each Fund's investment objective. Both the
Subadviser and Adviser are subject always to the provisions of the Trust's
Agreement and Declaration of Trust, By-Laws and its registration statement under
the 1940 Act and under the 1933 Act covering the Trust's shares, as filed with
the SEC, and to the investment objectives, policies and restrictions of the
Trust, as each of the same shall be from time to time in effect, and subject,
further, to such policies and instructions as the Trustees of the Trust may from
time to time establish. To carry out such determinations, the Adviser places
order for the investment and reinvestment of each Fund's assets (see "Portfolio
Transactions and Brokerage").
The Trust pays the Adviser for its services, pursuant to the Management
Agreement, a monthly fee at the annual rate of 0.50% of the average daily net
assets of the Government Cash Fund, 0.60% of the average daily net assets of the
Government Fund, 0.75% of the average daily net assets of the Strategy Fund and
the Growth & Income Fund, and 1.00% of the average daily net assets of the
Appreciation Fund, Managed Assets, and Foreign Equity Fund.
For services to the Trust during the fiscal years ended December 31, 1997,
1998 and 1999, the Adviser received fees of $20,527,925, $20,835,087 and
$15,198,917, respectively, under the Management Agreement in effect. Of these
totals, the Adviser received fees from each Fund as follows:
<TABLE>
<CAPTION>
FUND 1997 1998 1999
- ---- ---- ---- ----
<S> <C> <C> <C>
Appreciation Fund $5,195,484 $5,478,055 $3,318,029
Foreign Equity Fund 2,927 66,869 80,425
Government Cash Fund 302,623 433,374 827,398
Government Fund 257,892 249,834 243,176
Growth & Income Fund 160,389 303,824 214,196
Managed Assets 5,454,174 5,677,160 5,597,860
Strategy Fund 9,154,436 8,625,971 4,917,833
</TABLE>
The Adviser has voluntarily undertaken to limit the expenses of the
Government Cash Fund (exclusive of taxes, interest, brokerage commissions, 12b-1
fees and extraordinary expenses) until April 30, 2001 to 0.35% of its average
daily net assets. During the years ended December 31, 1997, 1998 and 1999, the
Adviser reimbursed $251,454, $296,837 and $489,015, respectively, to the
Government Cash Fund. The Adviser reserves the right to discontinue this policy
at any time after April 30, 2001.
The Adviser had voluntarily undertaken to limit the expenses of the Foreign
Equity Fund (exclusive of taxes, interest, brokerage commissions, 12b-1 fees and
extraordinary expenses) until April 30, 1999 to 1.50% of its average daily net
assets. For the period January 1, 1999 to April 30, 1999, the Adviser reimbursed
$35,865 to the Foreign Equity Fund. For the year ended December 31, 1998, the
Adviser reimbursed $148,672 to the Foreign Equity Fund. For the period November
24, 1997 (commencement of operations) to December 31, 1997, the Adviser
reimbursed $10,260 to the Foreign Equity Fund.
The Adviser had also voluntarily undertaken to limit the expenses of the
Growth & Income Fund (exclusive of taxes, interest, brokerage commissions, 12b-1
fees and extraordinary expenses) until April 30, 1998 to 1.00% of its average
daily net assets. During the years ended December 31, 1998 and 1997, the Adviser
reimbursed $13,761 and $148,969, respectively, to the Growth & Income Fund.
The Adviser may draw upon the resources of the Distributor and its qualified
affiliates in rendering its services to the Trust. The Distributor or its
affiliates may provide the Adviser (without charge to the Trust) with investment
information and recommendations that may serve as the principal basis for
investment decisions with respect to certain Funds of the Trust.
The Trust, its Adviser and Subadviser, and Distributor have each adopted a
Code of Ethics pursuant to Rule 17-j1 under the Investment Company Act of 1940.
Personnel subject to the Codes of Ethics may purchase and sell securities for
their personal accounts, including securities that may be purchased, sold or
held by the Fund, subject to certain restrictions and conditions. Generally,
personal securities transactions are subject to preclearance procedures,
reporting requirements and holding period rules. The Codes also restrict
personal securities transactions in private placements, initial public offerings
and securities in which the Fund has a pending order.
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<PAGE>
DETERMINATION OF NET ASSET VALUE
FOR ALL FUNDS, the net asset value per share of each class of shares of each
Fund is determined as of the close of regular trading on the NYSE (normally 4:00
p.m. eastern time), and as of 2:00 p.m. eastern time for the Government Cash
Fund, on each day that the NYSE is open. The NYSE is closed on the following
holidays (or the weekdays on which these holidays are celebrated when they fall
on a weekend): New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
Shares are entitled to dividends as declared by the Board and, on liquidation
of a Fund, are entitled to receive their share of the net assets of the Fund.
Shareholders have no preemptive rights. The Trust's fiscal year ends on December
31.
We subtract the non-class specific liabilities of a Fund from the Fund's
assets to determine its total net assets. We then determine each class's
proportionate interest in the Fund's net assets. The liabilities attributable to
that class, including its distribution fees, are then deducted and the resulting
amount is divided by the number of shares of that class outstanding to produce
its net asset value per share.
Stocks, futures and options are valued at the closing prices reported on
recognized securities exchanges or, if no sale was reported, and for unlisted
securities, at the mean between the last-reported bid and asked prices. Bonds
and other fixed-income securities are valued at prices obtained from an
established bond-pricing service when such prices are available. Forward foreign
currency contracts are valued using forward currency exchange rates supplied by
a quotation service. Securities for which market quotations are not readily
available are valued at fair value as determined in good faith by or under the
direction of the Board of Trustees. Short-term obligations having a remaining
maturity of 60 days or less are valued at amortized cost (which approximates
market value). The Government Cash Fund values all short-term investments using
the amortized cost method pursuant to Rule 2a-7 under the Investment Company Act
of 1940.
THE GOVERNMENT CASH FUND. The Board of Trustees (the "Board") has determined
that it is in the best interests of the Government Cash Fund and its
shareholders to seek to maintain a stable net asset value per share, and that
the appropriate method for valuing portfolio securities is the amortized cost
method, provided that such method continues to fairly reflect the market-based
net asset value per share. The Board shall continuously review this method of
valuation and make changes that may be necessary to assure that the Government
Cash Fund's instruments are valued at their fair value as determined by the
Board in good faith.
The Board has determined that the Government Cash Fund will comply with the
conditions of Rule 2a-7 under the Act regarding the amortized cost method of
valuing portfolio securities. Under Rule 2a-7, the Board is obligated, as a
particular responsibility within the overall duty of care owed to the Fund's
shareholders, to establish procedures reasonably designed, taking into account
current market conditions and the Fund's investment objectives, to stabilize the
net asset value per share of the Fund for purposes of distribution and
redemption, at $1.00 per share. These procedures include periodically
monitoring, as the Board deems appropriate, at such intervals as are reasonable
in light of current market conditions, the relationship between the net asset
value per share based upon the amortized cost method of valuation and the net
asset value per share based upon available indications of market value. The
Board will consider what steps should be taken, if any, in the event of a
difference of more than 1/2 of 1% between the amortized cost value and the
market value per share. The Board will take such steps as it considers
appropriate (e.g., redemption in kind, selling portfolio instruments prior to
maturity to realize capital gains or losses, shortening the average portfolio
maturity, withholding dividends, or utilizing a net asset value per share
determined by using market quotations) to minimize any material dilution or
other unfair results that might arise from differences between the net asset
value per share based upon the amortized cost method of valuation and the net
asset value per share based upon market value.
Rule 2a-7 requires that a dollar-weighted average portfolio maturity of not
more than 90 days, appropriate to the objective of maintaining a stable net
asset value of $1.00 per share, be maintained, and precludes the purchase of any
instrument with a remaining time to maturity of more than 397 calendar days.
However, the underlying securities used as collateral for repurchase agreements
are not subject to these restrictions, because a repurchase agreement is deemed
to have a maturity equal to the period remaining until the date on which the
repurchase of the underlying securities is deemed to occur. Should the
disposition of a portfolio security result in a dollar-weighted average
portfolio maturity of more than 90 days, the Government Cash Fund will invest
its available cash in a manner that will reduce such average maturity to 90 days
or less as soon as reasonably practicable. Rule 2a-7 also requires the
Government Cash Fund to limit its investments to instruments that the Board
determines present minimal credit risks and that have been given one of the two
highest rating categories by nationally recognized statistical rating
organizations, or, in the case of instruments that are not so rated, are of
comparable quality as determined under procedures established by the Board.
It is the normal practice of the Government Cash Fund to hold portfolio
securities to maturity and realize their par values, unless a prior sale or
other disposition thereof is mandated by redemption requirements or other
extraordinary circumstances. A debt security held to maturity is redeemable by
its issuer at its principal amount plus accrued interest. Under the amortized
cost method of valuation traditionally employed by institutions for valuation of
money market instruments, neither the amount of daily income nor the net asset
value is affected by any unrealized appreciation or depreciation of the
portfolio. In periods of declining interest
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<PAGE>
rates, the indicated daily yield on shares of the Government Cash Fund (computed
by dividing the annualized daily income on the Fund's portfolio by the net asset
value computed as above) may tend to be higher than a similar computation made
by utilizing a method of valuation based upon market prices and estimates. The
Government Cash Fund may, to a limited extent, engage in short-term trading to
attempt to take advantage of short-term market variations, or may dispose of a
portfolio security prior to its maturity if the Adviser believes such
disposition advisable, or necessary to generate cash to satisfy redemptions. In
such cases, the Government Cash Fund may realize a gain or loss.
HOW TO BUY SHARES
The minimum initial investment is $500, and the minimum subsequent investment
is $25 for Class A, Class B or Class C Shares. However, both the minimum initial
and subsequent investment amounts are $25 for investments pursuant to the
"Investo-Matic" plan (a bank draft investing program administered by the
Distributor), or pursuant to the Systematic Exchange privilege, or for an
individual retirement account (IRA). In addition, there are no subsequent
investment minimum amounts in connection with the reinvestment of dividend or
capital gain distributions. The minimum initial investment for Class I Shares is
$1,000,000 with no minimum subsequent investment. Completed applications for the
purchase of shares should be mailed to: Phoenix-Zweig Funds, c/o State Street
Bank and Trust Company, P.O. Box 8301, Boston, MA 02266-8301.
The Trust has authorized one or more brokers to accept on its behalf purchase
and redemption orders. Such brokers are authorized to designate other
intermediaries to accept purchase and redemption orders on the Trust's behalf.
The Trust will be deemed to have received a purchase or redemption order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order. Customer orders will be priced at the Funds' net asset values next
computed after they are accepted by an authorized broker or the broker's
authorized designee.
ALTERNATIVE PURCHASE ARRANGEMENTS
Shares may be purchased from investment dealers at a price equal to their net
asset value per share, plus a sales charge which, at the election of the
purchaser, may be imposed either (i) at the time of the purchase (the "initial
sales charge alternative") or (ii) on a contingent deferred basis (the "deferred
sales charge alternative"). Orders received by dealers prior to the close of
trading on the New York Stock Exchange (2:00 p.m. for shares of the Government
Cash Fund) are confirmed at the offering price effective at that time, provided
the order is received by the Authorized Agent prior to its close of business.
The alternative purchase arrangements permit an investor to choose the method
of purchasing shares that is more beneficial given the amount of the purchase,
the length of time the investor expects to hold the shares, whether the investor
wishes to receive distributions in cash or to reinvest them in additional shares
of the Funds, and other circumstances. Investors should consider whether, during
the anticipated life of their investment in the Fund, the accumulated continuing
distribution and services fees and contingent deferred sales charges on Class B
or C Shares would be less than the initial sales charge and accumulated
distribution services fee on Class A Shares purchased at the same time.
Dividends paid by the Fund, if any, with respect to each Class of Shares will
be calculated in the same manner at the same time on the same day, except that
fees such as higher distribution and services fees and any incremental transfer
agency costs relating to each Class of Shares will be borne exclusively by that
class. See "Dividends, Distributions and Taxes."
CLASS A SHARES
Class A Shares incur a sales charge when they are purchased and enjoy the
benefit of not being subject to any sales charge when they are redeemed, except
that a 1.00% deferred sales charge applies to shares purchased by an investor in
amounts over $1 million if redeemed within 12 months of purchase. Such deferred
sales charge may be waived under certain conditions. Class A Shares are subject
to ongoing distribution and services fees at an annual rate of 0.30% of the
Fund's aggregate average daily net assets attributable to the Class A Shares. In
addition, certain purchases of Class A Shares qualify for reduced initial sales
charges.
CLASS B SHARES
Class B Shares do not incur a sales charge when they are purchased, but they
are subject to a sales charge if they are redeemed within six years of purchase.
The deferred sales charge may be waived in connection with certain qualifying
redemptions.
Class B Shares are subject to ongoing distribution and services fees at an
aggregate annual rate of up to 1.00% of the Fund's aggregate average daily net
assets attributable to the Class B Shares. Class B Shares enjoy the benefit of
permitting all of the investor's dollars to work from the time the investment is
made. The higher ongoing distribution and services fees paid by Class B Shares
will cause such shares to have a higher expense ratio and to pay lower
dividends, to the extent any dividends are paid, than those related to Class A
Shares. Class B Shares will automatically convert to Class A Shares seven years
after the end of the calendar month in which the shareholder's order to purchase
was accepted subject to the qualifications described in the Funds' Prospectus.
The purpose of the conversion feature is to relieve the holders of the Class B
Shares that have been outstanding for a period of time from most of the burden
of such distribution related expenses. The seven-year time limit has been deemed
sufficient for the Adviser and the Distributor to have been compensated for
distribution expenses related to the Class B Shares.
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<PAGE>
Class B Shares include all shares purchased pursuant to the deferred sales
charge alternative which have been outstanding for less than the period ending
seven years after the end of the month in which the shares were issued. At the
end of this period, Class B Shares will automatically convert to Class A Shares
and will no longer be subject to the higher distribution and services fees. Such
conversion will be on the basis of the relative net asset value of the two
classes without the imposition of any sales load, fee or other charge.
For purposes of conversion to Class A Shares, shares purchased through the
reinvestment of dividends and distributions paid in respect of Class B Shares in
a shareholder's Fund account will be considered to be held in a separate
sub-account. Each time any Class B Shares in the shareholder's Fund account
(other than those in the sub-account) convert to Class A, an equal pro rata
portion of the Class B Share dividends in the sub-account will also convert to
Class A Shares.
CLASS C SHARES
Class C Shares are purchased without an initial sales charge but are subject
to a deferred sales charge if redeemed within one year of purchase. The deferred
sales charge may be waived in connection with certain qualifying redemptions.
Shares issued in conjunction with the automatic reinvestment of income
distributions and capital gain distributions are not subject to any sales
charges. Class C Shares are subject to ongoing distribution and services fees at
an aggregate annual rate of up to 1.00% of the Fund's aggregate average daily
net assets attributable to Class C Shares for the Strategy Fund, Appreciation
Fund, Growth & Income Fund, Managed Assets and Foreign Equity Fund, and 0.75%
and 0.30% for the Government and Government Cash Funds, respectively.
CLASS I SHARES
Class I Shares are offered primarily to persons subject to the Adviser's Code
of Ethics relating to personal securities transactions and to tax-exempt
retirement plans specifically affiliated with the Investment Adviser, as well as
certain institutional investors. If you are eligible to purchase and do purchase
Class I Shares, you will pay no sales charge at any time. There are no
distribution and service fees applicable to Class I Shares. Class I Shares are
not available in all states.
CLASS A SHARES--REDUCED INITIAL SALES CHARGES
Investors choosing Class A Shares may be entitled to reduced sales charges.
The ways in which sales charges may be avoided or reduced are described below.
QUALIFIED PURCHASERS. If you fall within any one of the following categories,
you will not have to pay a sales charge on your purchase of Class A Shares: (1)
trustee, director or officer of the Phoenix Funds, the Phoenix-Zweig Funds, the
Phoenix-Engemann Funds, Phoenix-Seneca Funds or any other mutual fund advised,
subadvised or distributed by the Adviser, Distributor or any of their corporate
affiliates (an "Affiliated Phoenix Fund"); (2) any director or officer, or any
full-time employee or sales representative (for at least 90 days) of the Adviser
or Distributor; (3) registered representatives and employees of securities
dealers with whom Distributor has sales agreements; (4) any qualified retirement
plan exclusively for persons described above; (5) any officer, director or
employee of a corporate affiliate of the Adviser or Distributor; (6) any spouse,
child, parent, grandparent, brother or sister of any person named in (1), (2),
(3) or (5) above; (7) employee benefit plans for employees of the Adviser,
Distributor and/or their corporate affiliates; (8) any employee or agent who
retires from Phoenix Home Life, Distributor and/or their corporate affiliates;
(9) any account held in the name of a qualified employee benefit plan, endowment
fund or foundation if, on the date of the initial investment, the plan, fund or
foundation has assets of $10,000,000 or more or at least 100 eligible employees;
(10) any person with a direct rollover transfer of shares from an established
Phoenix-Zweig Funds qualified plan; (11) any Phoenix Home Life separate account
which funds group annuity contracts offered to qualified employee benefit plans;
(12) any state, county, city, department, authority or similar agency prohibited
by law from paying a sales charge; (13) any fully matriculated student in any
U.S. service academy; (14) any unallocated account held by a third party
administrator, registered investment adviser, trust company, or bank trust
department which exercises discretionary authority and holds the account in a
fiduciary, agency, custodial or similar capacity, if in the aggregate such
accounts held by such entity equal or exceed $1,000,000 and by retirement plans
with assets of $1,000,000 or more or at least 50 eligible employees; (15) any
person who is investing redemption proceeds from investment companies other than
the Phoenix Funds, Phoenix-Zweig Funds, Phoenix-Engemann Funds or Phoenix-Seneca
Funds if, in connection with the purchases or redemption of the redeemed shares,
the investor paid a prior sales charge provided such investor supplies
verification that the redemption occurred within 90 days of the Phoenix Fund
purchase and that a sales charge was paid; (16) any deferred compensation plan
established for the benefit of any Phoenix Fund, Phoenix-Zweig Fund,
Phoenix-Engemann Fund or Phoenix-Seneca Fund trustee or director; provided that
sales to persons listed in (1) through (16) above are made upon the written
assurance of the purchaser that the purchase is made for investment purposes and
that the shares so acquired will not be resold except to the Fund; (17)
purchasers of Class A Shares bought through investment advisers and financial
planners who charge an advisory, consulting or other fee for their services and
buy shares for their own accounts or the accounts of their clients; (18)
retirement plans and deferred compensation plans and trusts used to fund those
plans (including, for example, plans qualified or created under sections 401(a),
403(b) or 457 of the Internal Revenue Code), and "rabbi trusts" that buy shares
for their own accounts, in each case if those purchases are made through a
broker or agent or other financial intermediary that has made special
arrangements with the Distributor for such purchases; (19) 401(k) participants
in the Merrill Lynch Daily K Plan (the "Plan") if the Plan has at least $3
million in assets or 500 or more eligible employees; or (20) clients of
investment advisors or financial planners who buy shares for their own accounts
but only if their accounts are linked to a master account of their investment
advisor or financial planner on the books and records of the broker, agent or
financial
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intermediary with which the Distributor has made such special arrangements (each
of the investors described in (17) through (20) may be charged a fee by the
broker, agent or financial intermediary for purchasing shares).
COMBINATION PURCHASE PRIVILEGE. Your purchase of any class of shares of the
Phoenix-Zweig Funds (other than Phoenix-Zweig Government Cash Fund Class A or M
Shares) or other Affiliated Phoenix Fund, if made at the same time by the same
"person," will be added together to determine whether the combined sum entitles
you to an immediate reduction in sales charges. A "person" is defined in this
and the following sections as (a) any individual, their spouse and minor
children purchasing shares for his or their own account (including an IRA
account) including his or their own trust; (b) a trustee or other fiduciary
purchasing for a single trust, estate or single fiduciary account (even though
more than one beneficiary may exist); (c) multiple employer trusts or Section
403(b) plans for the same employer; (d) multiple accounts (up to 200) under a
qualified employee benefit plan or administered by a third party administrator;
or (e) trust companies, bank trust departments, registered investment advisers,
and similar entities placing orders or providing administrative services with
respect to funds over which they exercise discretionary investment authority and
which are held in a fiduciary, agency, custodial or similar capacity, provided
all shares are held of record in the name, or nominee name, of the entity
placing the order.
An "Affiliated Phoenix Fund" means any other mutual fund advised, subadvised
or distributed by the Adviser or Distributor or any corporate affiliate of
either or both the Adviser and Distributor provided such other mutual fund
extends reciprocal privileges to shareholders of the Phoenix Funds.
LETTER OF INTENT. If you sign a Letter of Intent, your purchase of any class
of shares of the Phoenix-Zweig Funds (other than Phoenix-Zweig Government Cash
Fund Class A or M Shares), if made by the same person within a 13-month period,
will be added together to determine whether you are entitled to an immediate
reduction in sales charges. Sales charges are reduced based on the overall
amount you indicate that you will buy under the Letter of Intent. The Letter of
Intent is a mutually non-binding arrangement between you and the Distributor.
Since the Distributor doesn't know whether you will ultimately fulfill the
Letter of Intent, shares worth 5% of the amount of each purchase will be set
aside until you fulfill the Letter of Intent. When you buy enough shares to
fulfill the Letter of Intent, these shares will no longer be restricted. If, on
the other hand, you do not satisfy the Letter of Intent, or otherwise wish to
sell any restricted shares, you will be given the choice of either buying enough
shares to fulfill the Letter of Intent or paying the difference between any
sales charge you previously paid and the otherwise applicable sales charge based
on the intended aggregate purchases described in the Letter of Intent. You will
be given 20 days to make this decision. If you do not exercise either election,
the Distributor will automatically redeem the number of your restricted shares
needed to make up the deficiency in sales charges received. The Distributor will
redeem restricted Class A Shares before Class C or B Shares, respectively.
Oldest shares will be redeemed before selling newer shares. Any remaining shares
will then be deposited to your account.
RIGHT OF ACCUMULATION. Your purchase of any class of shares of the
Phoenix-Zweig Funds, if made over time by the same person may be added together
to determine whether the combined sum entitles you to a prospective reduction in
sales charges. You must provide certain account information to the Distributor
to exercise this right.
ASSOCIATIONS. Certain groups or associations may be treated as a "person" and
qualify for reduced Class A Share sales charges. The group or association must:
(1) have been in existence for at least six months; (2) have a legitimate
purpose other than to purchase mutual fund shares at a reduced sales charge; (3)
work through an investment dealer; or (4) not be a group whose sole reason for
existing is to consist of members who are credit card holders of a particular
company, policyholders of an insurance company, customers of a bank or a
broker-dealer or clients of an investment adviser.
CLASS A SHARES--WAIVER OF DEFERRED SALES CHARGE
The 1% CDSC will be waived where the investor's dealer of record, due to the
nature of the investor's account, notifies the distributor prior to the time of
the investment that the dealer waives the commission otherwise payable to the
dealer, or agrees to receive such commissions ratably over a 12-month period.
CLASS B AND C SHARES--WAIVER OF SALES CHARGES
The CDSC is waived on the redemption (sale) of Class B and C Shares if the
redemption is made (a) within one year of death (i) of the sole shareholder on
an individual account, (ii) of a joint tenant where the surviving joint tenant
is the deceased's spouse, or (iii) of the beneficiary of a Uniform Gifts to
Minors Act (UGMA), Uniform Transfers to Minors Act (UTMA) or other custodial
account; (b) within one year of disability, as defined in Code Section 72(m)(7);
(c) as a mandatory distribution upon reaching age 70 1/2 under any retirement
plan qualified under Code Sections 401, 408 or 403(b) or resulting from the
tax-free return of an excess contribution to an IRA; (d) by 401(k) plans using
an approved participant tracking system for participant hardships, death,
disability or normal retirement, and loans which are subsequently repaid; (e)
from certain other Class A and Class C Share retirement plans; (f) from the
Merrill Lynch Daily K Plan ("Plan") invested in Class B Shares, in which such
shares the Distributor has not paid the dealer the Class B sales commission; (g)
based on the exercise of exchange privileges among Class B and C Shares of these
Funds; (h) based on any direct rollover transfer of shares from an established
Fund qualified plan into another Affiliated Phoenix Fund IRA by participants
terminating from the qualified plan; and (i) based on the systematic withdrawal
program. If, as described in condition (a) above, an account is transferred to
an account registered in the name of a deceased's estate, the CDSC will be
waived on any redemption from the estate account occurring within one year of
the death. If the Class B or C Shares are not redeemed within one
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year of the death, they will remain subject to the applicable CDSC when
redeemed. Shareholders between the ages of 59 1/2 and 70 1/2 receiving a CDSC
waiver on mandatory distributions under retirement plans described in condition
(c) above prior to May 1, 1999, will continue to receive the waiver.
CONVERSION FEATURE--CLASS B SHARES
Class B Shares will automatically convert to Class A Shares of the same Fund
seven years after they are bought. Conversion will be on the basis of the then
prevailing net asset value of Class A and B Shares. There is no sales load, fee
or other charge for this feature. Class B Shares acquired through dividend or
distribution reinvestments will be converted into Class A Shares at the same
time that other Class B Shares are converted based on the proportion that the
reinvested shares bear to purchased Class B Shares. The conversion feature is
subject to the continuing availability of an opinion of counsel or a ruling of
the Internal Revenue Service that the assessment of the higher distribution fees
and associated costs with respect to Class B Shares does not result in any
dividends or distributions constituting "preferential dividends" under the Code,
and that the conversion of shares does not constitute a taxable event under
federal income tax law. If the conversion feature is suspended, Class B Shares
would continue to be subject to the higher distribution fee for an indefinite
period. Even if the Trust were unable to obtain such assurances, it might
continue to make distributions if doing so would assist in complying with its
general practice of distributing sufficient income to reduce or eliminate
federal taxes otherwise payable by the Funds.
IMMEDIATE INVESTMENT
In order to obtain immediate investment of funds, initial and subsequent
purchases of shares of a Fund may also be made by wiring Federal Funds (monies
held in a bank account with a Federal Reserve Bank) directly pursuant to the
following instructions:
(1) For initial investments, telephone the Trust at (800) 367-5877. Certain
information will be requested from you regarding the account, and an
account number will be assigned.
(2) Once an account number has been assigned, direct your bank to wire the
Federal Funds to State Street Bank and Trust Company, Custody &
Shareholder Services Division, Boston, Massachusetts 02105, attention of
the appropriate Fund of the Phoenix-Zweig Trust. Your bank must include
the account number and the name(s) in which your account is registered in
its wire and also request a telephone advice. Your bank may charge a fee
to you for transmitting funds by wire.
An order for shares of a Fund purchased with Federal Funds will be accepted
on the business day Federal Funds are wired provided the Federal Funds are
received by 4:00 p.m. on that day; otherwise, the order will not be accepted
until the next business day. Shareholders should bear in mind that wire
transfers may take two or more hours to complete.
Promptly after an initial purchase of shares made by wiring Federal Funds
directly, the shareholder should complete and mail an Account Application to
Equity Planning.
INVESTOR ACCOUNT SERVICES
The Funds offer accumulation plans, withdrawal plans and reinvestment and
exchange privileges. Certain privileges may not be available in connection with
all classes. In most cases, changes to account services may be accomplished over
the phone. Inquiries regarding policies and procedures relating to shareholder
account services should be directed to Shareholder Services at (800) 243-1574.
The Trust and the Distributor reserve the right to modify or terminate these
services upon reasonable notice. Broker/dealers may impose their own
restrictions and limits on accounts held through the broker/dealer. Please
consult your broker/dealer for account restriction and limit information.
EXCHANGES. Under certain circumstances, shares of any Phoenix-Zweig Fund may
be exchanged for shares of the same class of another Phoenix-Zweig Fund or other
Affiliated Phoenix Fund on the basis of the relative net asset values per share
at the time of the exchange. Exchanges are subject to the minimum initial
investment requirement of the designated Fund, except if made in connection with
the Systematic Exchange privilege. Shareholders may exchange shares held in
book-entry form for an equivalent number (value) of the same class of shares of
any other Phoenix-Zweig Fund or other Affiliated Phoenix Fund, if currently
offered. On exchanges with share classes that carry a contingent deferred sales
charge, the CDSC schedule of the original shares purchased continues to apply.
The exchange of shares is treated as a sale and purchase for federal income tax
purposes (see also "Dividends, Distributions and Taxes"). Exchange privileges
are limited and may not be available for all Phoenix Funds, and the funds'
distributor has the right to reject or suspend them.
SYSTEMATIC EXCHANGES. If the conditions above have been met, you or your
broker may, by telephone or written notice, elect to have shares exchanged for
the same class of shares of another Phoenix-Zweig Fund or other Affiliated
Phoenix Fund automatically on a monthly, quarterly, semiannual or annual basis
or may cancel this privilege at any time. If you maintain an account balance of
at least $5,000, or $2,000 for tax qualified retirement benefit plans
(calculated on the basis of the net asset value of the shares held in a single
account), you may direct that shares be automatically exchanged at predetermined
intervals for shares of the same class of another Phoenix-Zweig Fund. This
requirement does not apply to Phoenix "Self Security" program participants.
Systematic exchanges will be executed upon the close of business on the 10th day
of each month or the next succeeding business day.
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Systematic exchange forms are available from the Distributor. Exchanges will be
based upon each Fund's net asset value per share next computed after the close
of business on the 10th day of each month (or next succeeding business day),
without sales charge. Exchange privileges are limited and may not be available
for all Phoenix Funds, and the funds' distributor has the right to reject or
suspend them.
DIVIDEND REINVESTMENT ACROSS ACCOUNTS. If you maintain an account balance of
at least $5,000, or $2,000 for tax qualified retirement benefit plans
(calculated on the basis of the net asset value of the shares held in a single
account), you may direct that any dividends and distributions paid with respect
to shares in that account be automatically reinvested in a single account of one
of the other Phoenix-Zweig Funds or other Affiliated Phoenix Fund at net asset
value. You should obtain a current prospectus and consider the objectives and
policies of each Fund carefully before directing dividends and distributions to
another Fund. Reinvestment election forms and prospectuses are available from
Equity Planning. Distributions may also be mailed to a second payee and/or
address. Requests for directing distributions to an alternate payee must be made
in writing with a signature guarantee of the registered owner(s). To be
effective with respect to a particular dividend or distribution, notification of
the new distribution option must be received by the Transfer Agent at least
three days prior to the record date of such dividend or distribution. If all
shares in your account are repurchased or redeemed or transferred between the
record date and the payment date of a dividend or distribution, you will receive
cash for the dividend or distribution regardless of the distribution option
selected.
INVEST-BY-PHONE. This expedited investment service allows a shareholder to
make an investment in an account by requesting a transfer of funds from the
balance of their bank account. Once a request is phoned in, Equity Planning will
initiate the transaction by wiring a request for monies to the shareholder's
commercial bank, savings bank or credit union via Automated Clearing House
(ACH). The shareholder's bank, which must be an ACH member, will in turn forward
the monies to Equity Planning for credit to the shareholder's account. ACH is a
computer based clearing and settlement operation established for the exchange of
electronic transactions among participating depository institutions.
To establish this service, please complete an Invest-by-Phone Application and
attach a voided check if applicable. Upon Equity Planning's acceptance of the
authorization form (usually within two weeks) shareholders may call toll free
(800) 367-5877 prior to 3:00 p.m. (New York time) to place their purchase
request. Instructions as to the account number and amount to be invested must be
communicated to Equity Planning. Equity Planning will then contact the
shareholder's bank via ACH with appropriate instructions. The purchase is
normally credited to the shareholder's account the day following receipt of the
verbal instructions. The Trust may delay the mailing of a check for redemption
proceeds of Trust shares purchased with a check or via Invest-by-Phone service
until the Trust has assured itself that good payment has been collected for the
purchase of the shares, which may take up to 15 days.
The Trust and Equity Planning reserve the right to modify or terminate the
Invest-by-Phone service for any reason or to institute charges for maintaining
an Invest-by-Phone account.
SYSTEMATIC WITHDRAWAL PROGRAM. The Systematic Withdrawal Program allows you
to periodically redeem a portion of your account on a predetermined monthly,
quarterly, semiannual or annual basis. A sufficient number of full and
fractional shares will be redeemed so that the designated payment is made on or
about the 20th day of the month. Shares are tendered for redemption by the
Transfer Agent, as agent for the shareowner, on or about the 15th of the month
at the closing net asset value on the date of redemption. The Systematic
Withdrawal Program also provides for redemptions to be tendered on or about the
10th, 15th or 25th of the month with proceeds to be directed through Automated
Clearing House (ACH) to your bank account. In addition to the limitations stated
below, withdrawals may not be less than $25 and minimum account balance
requirements shall continue to apply.
Shareholders participating in the Systematic Withdrawal Program must own
shares of a Fund worth $5,000 or more, as determined by the then current net
asset value per share, and elect to have all dividends reinvested. The purchase
of shares while participating in the withdrawal program will ordinarily be
disadvantageous to the Class A Shares investor since a sales charge will be paid
by the investor on the purchase of Class A Shares at the same time as other
shares are being redeemed. For this reason, investors in Class A Shares may not
participate in an automatic investment program while participating in the
Systematic Withdrawal Program.
Through the Program, Class B shareholders may withdraw up to 1% of their
aggregate net investments (purchases, at initial value, to date net of
non-Program redemptions) each month or up to 3% of their aggregate net
investments each quarter without incurring otherwise applicable contingent
deferred sales charges. Class B shareholders redeeming more shares than the
percentage permitted by the withdrawal program will be subject to any applicable
contingent deferred sales charge on all shares redeemed. Accordingly, the
purchase of Class B Shares will generally not be suitable for an investor who
anticipates withdrawing sums in excess of the above limits shortly after
purchase.
HOW TO REDEEM SHARES
Under the 1940 Act, payment for shares redeemed must ordinarily be made
within seven days after tender. The right to redeem shares may be suspended and
payment therefore postponed during periods when the New York Stock Exchange is
closed, other than customary weekend and holiday closings, or if permitted by
rules of the Securities and Exchange Commission, during periods when trading on
the Exchange is restricted or during any emergency which makes it impracticable
for the Trust to dispose of its
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securities or to determine fairly the value of its net assets or during any
other period permitted by order of the Securities and Exchange Commission for
the protection of investors. Furthermore, the Transfer Agent will not mail
redemption proceeds until checks received for shares purchased have cleared,
which may take up to 15 days or more after receipt of the check. See the Funds'
current Prospectus for further information.
The Trust has authorized one or more brokers to accept on its behalf purchase
and redemption orders. Such brokers are authorized to designate other
intermediaries to accept purchase and redemption orders on the Trust's behalf.
The Trust will be deemed to have received a purchase or redemption order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order. Customer orders will be priced at the Funds' net asset values next
computed after they are accepted by an authorized broker or the broker's
authorized designee.
Redemptions by Class B and Class C shareholders will be subject to the
applicable deferred sales charge, if any.
REDEMPTION OF SMALL ACCOUNTS
Each shareholder account in the Funds which has been in existence for at
least one year and has a value of less than $200 may be redeemed upon the giving
of not less than 60 days written notice to the shareholder mailed to the address
of record. During the 60-day period the shareholder has the right to add to the
account to bring its value to $200 or more. See the Funds' current Prospectus
for more information.
BY MAIL
Shareholders may redeem shares by making a written request, executed in the
full name of the account, directly to Phoenix-Zweig Funds, c/o State Street Bank
and Trust Company, P.O. Box 8301, Boston, MA 02266-8301. However, when
certificates for shares are in the possession of the shareholder, they must be
mailed or presented, duly endorsed in the full name of the account, with a
written request to Equity Planning that the Trust redeem the shares. See the
Funds' current Prospectus for more information.
TELEPHONE REDEMPTIONS
Shareholders who do not have certificated shares may redeem up to $50,000
worth of their shares by telephone. See the Funds' current Prospectus for
additional information.
BY CHECK (GOVERNMENT AND GOVERNMENT CASH FUNDS ONLY)
Any shareholder of these Funds may elect to redeem shares held in his/her
Open Account by check. Checks will be sent to an investor upon receipt by Equity
Planning of a completed application and signature card (attached to the
application). If the signature card accompanies an individual's initial account
application, the signature guarantee section of the form may be disregarded.
However, the Trust reserves the right to require that all signatures be
guaranteed prior to the establishment of a check writing service account. When
an authorization form is submitted after receipt of the initial account
application, all signatures must be guaranteed regardless of account value.
Checks may be drawn payable to any person in an amount of not less than $500,
provided that immediately after the payment of the redemption proceeds the
balance in the shareholder's Open Account is $500 or more.
When a check is presented to Equity Planning for payment, a sufficient number
of full and fractional shares in the shareholder's Open Account will be redeemed
to cover the amount of the check. The number of shares to be redeemed will be
determined on the date the check is received by the Transfer Agent. Presently
there is no charge to the shareholder for the check writing service, but this
may be changed or modified in the future upon two weeks written notice to
shareholders. Checks drawn from Class B and Class C accounts are subject to the
applicable deferred sales charge, if any.
The checkwriting procedure for redemption enables a shareholder to receive
income accruing on the shares to be redeemed until such time as the check is
presented to Equity Planning for payment. Inasmuch as canceled checks are
returned to shareholders monthly, no confirmation statement is issued at the
time of redemption.
Shareholders utilizing withdrawal checks will be subject to Equity Planning's
rules governing checking accounts. A shareholder should make sure that there are
sufficient shares in his Open Account to cover the amount of any check drawn. If
insufficient shares are in the account and the check is presented to Equity
Planning on a banking day on which the Trust does not redeem shares (for
example, a day on which the New York Stock Exchange is closed), or if the check
is presented against redemption proceeds of an investment made by check which
has not been in the account for at least fifteen calendar days, the check may be
returned marked "non-sufficient Funds" and no shares will be redeemed. A
shareholder may not close his account by a withdrawal check because the exact
value of the account will not be known until after the check is received by
Equity Planning.
REDEMPTION IN KIND
To the extent consistent with state and federal law, the Funds may make
payment of the redemption price either in cash or in kind. However, the Funds
have elected to pay in cash all requests for redemption by any shareholder of
record, limited in respect to each shareholder during any 90-day period to the
lesser of $250,000 or 1% of the net asset value of the Funds at the beginning of
such period. This election has been made pursuant to Rule 18f-1 under the
Investment Company Act of 1940 and is irrevocable while the Rule is in effect
unless the Securities and Exchange Commission, by order, permits the withdrawal
thereof. In case of a
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redemption in kind, securities delivered in payment for shares would be readily
marketable and valued at the same value assigned to them in computing the net
asset value per share of a Fund. A shareholder receiving such securities would
incur brokerage costs when he sold the securities.
ACCOUNT REINSTATEMENT PRIVILEGE
Shareholders who may have overlooked features of their investment at the time
they redeemed have a privilege of reinvestment of their investment at net asset
value. See the Funds' current Prospectus for more information.
TAX SHELTERED RETIREMENT PLANS
Shares of the Trust are offered in connection with the following qualified
prototype retirement plans: IRA, Rollover IRA, SEP-IRA, SIMPLE IRA, Roth IRA,
401(k), Profit-Sharing, Money Purchase Pension Plans and 403(b) Retirement
Plans. Write or call Equity Planning (800) 243-4361 for further information
about the plans.
MERRILL LYNCH DAILY K PLAN
Class A Shares of a Fund are made available to Merrill Lynch Daily K Plan
(the "Plan") participants at NAV without an initial sales charge if:
(i) the Plan is recordkept on a daily valuation basis by Merrill Lynch and,
on the date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service
Agreement, the Plan has $3 million or more in assets invested in broker/dealer
funds not advised or managed by Merrill Lynch Asset Management L.P. ("MLAM")
that are made available pursuant to a Service Agreement between Merrill Lynch
and the fund's principal underwriter or distributor and in funds advised or
managed by MLAM (collectively, the "Applicable Investments");
(ii) the Plan is recordkept on a daily valuation basis by an independent
recordkeeper whose services are provided through a contract or alliance
arrangement with Merrill Lynch, and, on the date the Plan Sponsor signs the
Merrill Lynch Recordkeeping Service Agreement, the Plan has $3 million or more
in assets, excluding money market funds, invested in Applicable Investments; or
(iii) the Plan has 500 or more eligible employees, as determined by a Merrill
Lynch plan conversion manager, on the date the Plan Sponsor signs the Merrill
Lynch Recordkeeping Service Agreement.
Alternatively, Class B Shares of a Fund are made available to Plan
participants at NAV without a CDSC if the Plan conforms with the requirements
for eligibility set forth in (i) through (iii) above but either does not meet
the $3 million asset threshold or does not have 500 or more eligible employees.
Plans recordkept on a daily basis by Merrill Lynch or an independent
recordkeeper under a contract with Merrill Lynch that are currently investing in
Class B Shares of a Fund convert to Class A Shares once the Plan has reached $5
million invested in Applicable Investments, or after the normal holding period
of seven years from the initial date of purchase.
DIVIDENDS, DISTRIBUTIONS AND TAXES
TAX STATUS
Each Fund of the Trust will be treated as a separate corporation for purposes
of the Internal Revenue Code of 1986, as amended (the Code) (except for purposes
of the definitional requirements for regulated investment companies under Code
Section 851(a)). By paying dividends representing its investment company taxable
income within the time periods specified in the Code and by meeting certain
other requirements, each Fund intends to qualify as a regulated investment
company under the Code. Since each Fund intends to distribute at least annually
its investment company taxable income, net capital gains, and capital gain net
income, it will not be subject to income or excise taxes otherwise applicable to
undistributed income of a regulated investment company. If a Series were to fail
to distribute all its income and gains, it would be subject to income tax and,
in certain circumstances, a 4% excise tax.
TAXATION OF SHAREHOLDERS
Dividends from net investment income and distributions from short-term
capital gains are taxable to shareholders as ordinary income. Distributions from
net capital gains that are properly designated as capital gains dividends are
taxable to shareholders as long-term capital gains regardless of the length of
time the shares in respect of which such distributions are received have been
held.
Dividends from Phoenix-Zweig Government Cash Fund and the Phoenix-Zweig
Government Fund are not expected to qualify for the 70% dividends received
deduction available to corporate shareholders. Phoenix-Zweig Government Cash
Fund's dividends include all accrued interest, earned discounts and realized
gains and losses, less amortized premiums and accrued expenses. Distributions by
other Funds out of their dividend income from domestic corporations may qualify
in whole or in part for the deduction if the distributing Fund does not sell the
stock in respect of which it received such dividends before satisfying a 46-day
holding period requirement (91 days for certain preferred stock), and the
shareholder holds his Trust shares in the distributing Fund
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for at least 46 days. For this purpose, the distributing Fund holding period in
such stock may be reduced for periods during which the Fund reduces its risk of
loss from holding the stock (e.g., by entering into option contracts).
Investors who purchase shares shortly before the record date for a
distribution will pay a share price that includes the value of the anticipated
distribution and will be taxed on the distribution when it is received even
though with respect to them the distribution represents in effect a return of a
portion of their purchase price. Any loss realized on a sale or exchange of
shares will be disallowed if the shares disposed of are replaced within a period
of 61 days beginning 30 days before the shares are sold or exchanged. If
disallowed, the loss will be reflected in an adjustment to the basis of the
shares acquired.
Individuals and certain other non-exempt payees will be subject to a 31%
backup Federal withholding tax on dividends and other distributions from the
Funds, as well as on the proceeds of redemptions of Funds other than the
Phoenix-Zweig Government Cash Fund, if the affected Fund is not provided with
the shareholder's correct taxpayer identification number and certification that
the shareholder is not subject to such backup withholding, or if the Internal
Revenue Service notifies such Fund that the shareholder has failed to report
proper interest or dividends. For most individuals, the taxpayer identification
number is the taxpayer's social security number.
TAX TREATMENT OF CERTAIN TRANSACTIONS
In general, and as explained more fully below, if the Trust enters into
combinations of investment positions by virtue of which its risk of loss from
holding an investment position is reduced on account of one (or more) other
positions (i) losses realized on one position may be deferred to the extent of
any unrecognized gain on another position and (ii) long-term capital gains or
short-term capital losses may be recharacterized, respectively, as short-term
gains and long-term losses. Investments in foreign currency denominated
instruments or securities may generate, in whole or in part, ordinary income or
loss. The Federal income tax treatment of gains and losses realized from
transactions involving options on stock or securities entered into by a Fund
will be as follows: Gain or loss from a closing transaction with respect to
options written by a Fund, or gain from the lapse of any such option, will be
treated as short-term capital gain or loss. Gain or loss from the sale of put
and call options that a Fund purchases, and loss attributable to the lapse of
such options, will be treated as capital gain or loss. The capital gain or loss
will be long- or short-term depending on whether or not the affected option has
been held for more than one year. For this purpose, an unexercised option will
be deemed to have been sold on the date it expired. It should be noted, however,
that if a put is acquired at a time when the underlying stock or security has
been held for not more than one year, or if shares of the underlying stock or
security are acquired while such put is held, any gain on the subsequent
exercise, sale or expiration of the put will generally be short-term gain.
Any regulated futures contract or listed non-equity option held by a Fund at
the close of its taxable year will be treated as sold for its fair market value
on the last business day of such taxable year. Sixty percent of any gain or loss
with respect to such deemed sales, as well as the gain or loss from the
termination during the taxable year of the Fund's obligation (or rights) with
respect to such contracts by offsetting, by taking or making delivery, by
exercise or being exercised, by assignment or being assigned, by lapse, or
otherwise, will be treated as long-term capital gain or loss and the remaining
forty percent will be treated as short term capital gain or loss. A Fund may
make certain elections that modify the above tax treatment with respect to
regulated futures contracts or listed non-equity options that are part of a
mixed straddle, as defined by the Code.
The Trust may invest in certain investments that may cause it to realize
income prior to the receipt of cash distributions, including securities bearing
original issue discount. The level of such investments is not expected to affect
a Fund's ability to distribute adequate income to qualify as a regulated
investment company.
Treasury Regulations pursuant to Section 1092 provide for the coordination of
the wash sale rules and the short sale rules with the straddle rules. Generally,
the wash sale rules prevent the recognition of loss where a position is sold at
a loss and a substantially identical position is acquired within a prescribed
period. The short sale rules generally prevent the use of short sales to convert
short-term capital gain to long-term capital gain and long-term capital loss to
short-term capital loss.
In addition to the Federal income tax consequences described above relating
to an investment in the Trust, there may be other Federal, state, local or
foreign tax considerations that depend upon the circumstances of each particular
investor. Prospective shareholders are therefore urged to consult their tax
advisers with respect to the effects of this investment on their specific
situations.
THE DISTRIBUTOR
Pursuant to its Distribution Agreement with the Trust (the "Distribution
Agreement"), Phoenix Equity Planning Corporation ("Equity Planning" or the
"Distributor") acts as distributor of the Trust's shares and receives: with
respect to Class A Shares, a front-end sales commission, as described in the
Prospectus under "Sales Charges," and a 1% CDSC which may apply on redemptions
within 12 months of purchases not subject to a sales charge; with respect to
Class B Shares, a declining CDSC ranging from 5% to 1% of the gross proceeds of
a redemption of shares held for less than seven years; and, with respect to
Class C Shares, a CDSC of 1.25% of the gross proceeds of a redemption of shares
held for less than one year. The Distributor also is compensated under the Rule
12b-1 distribution plans as described more fully below. The amendment of the
Distribution Agreement naming Equity Planning as Distributor was last approved
by the Trustees on January 12, 1999.
23
<PAGE>
Equity Planning has undertaken to use its best efforts to find purchasers for
shares of the Trust. Shares of each Fund are offered on a continuous basis.
Pursuant to distribution agreements for each class of shares or distribution
method, the Distributor will purchase shares of the Trust for resale to the
public, either directly or through securities dealers or agents, and is
obligated to purchase only those shares for which it has received purchase
orders. Equity Planning may also sell Trust shares pursuant to sales agreements
entered into with bank-affiliated securities brokers who, acting as agent for
their customers, place orders for Trust shares with Equity Planning. If, because
of changes in law or regulations, or because of new interpretations of existing
law, it is determined that agency transactions of bank-affiliated securities
brokers are not permitted, the Trustees will consider what action, if any, is
appropriate. It is not anticipated that termination of sales agreements with
bank-affiliated securities brokers would result in a loss to their customers or
a change in the net asset value per share of a Fund.
For its services under the Distribution Agreement, the Distributor receives
sales charges on transactions in Fund shares and retains such charges less the
portion thereof allowed to its registered representatives and to securities
dealers and securities brokers with whom it has sales agreements. In addition,
the Distributor may receive payments from the Fund pursuant to the Distribution
Plans described below. PXP Securities Corp., formerly known as Zweig Securities
Corp., served as the distributor for the Trust prior to March 1, 1999. For the
fiscal years ended December 31, 1997, 1998 and 1999, purchasers of shares of the
Funds paid aggregate sales charges of $1,067,868, $929,426 and $886,545,
respectively, of which PXP Securities Corp. and/or the Distributor received net
commissions of $829,203, $1,048,587 and $1,875,311, respectively for its
services, the balance being paid to dealers. For the fiscal year ended December
31, 1999, PXP Securities Corp. and/or the Distributor received net commissions
of $29,127 for Class A Shares and deferred sales charges of $1,846,184 for Class
A, Class B and Class C Shares.
DEALER CONCESSIONS
Dealers with whom the Distributor has entered into sales agreements receive a
discount or commission as set forth below.
<TABLE>
<CAPTION>
CLASS A SHARES-- ALL FUNDS (EXCEPT THE GOVERNMENT AND GOVERNMENT CASH FUNDS)
DEALER DISCOUNT
SALES CHARGE SALES CHARGE OR AGENCY FEE
AMOUNT OF TRANSACTION AS PERCENTAGE AS PERCENTAGE AS PERCENTAGE OF
AT OFFERING PRICE OF OFFERING PRICE OF AMOUNT INVESTED OFFERING PRICE
--------------------- ----------------- ------------------ ----------------
<S> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.25%
$50,000 but under $100,000 4.75% 4.99% 4.25%
$100,000 but under $250,000 3.75% 3.90% 3.25%
$250,000 but under $500,000 2.75% 2.83% 2.25%
$500,000 but under $1,000,000 2.00% 2.04% 1.75%
$1,000,000 or more None None None
</TABLE>
<TABLE>
<CAPTION>
CLASS A SHARES -- GOVERNMENT FUND
DEALER DISCOUNT
SALES CHARGE SALES CHARGE OR AGENCY FEE
AMOUNT OF TRANSACTION AS PERCENTAGE AS PERCENTAGE AS PERCENTAGE OF
AT OFFERING PRICE OF OFFERING PRICE OF AMOUNT INVESTED OFFERING PRICE
--------------------- ----------------- ------------------ ----------------
<S> <C> <C> <C>
Less than $50,000 4.75% 4.99% 4.25%
$50,000 but under $100,000 4.50% 4.71% 4.00%
$100,000 but under $250,000 3.50% 3.63% 3.00%
$250,000 but under $500,000 2.75% 2.83% 2.25%
$500,000 but under $1,000,000 2.00% 2.04% 1.75%
$1,000,000 or more None None None
</TABLE>
Class A Shares of the Government Cash Fund are offered to the public at their
constant net asset value of $1.00 per share with no sales charge or dealer
discount.
In addition to the dealer discount on purchases of Class A Shares, the
Distributor intends to pay investment dealers a sales commission of 4% of the
sale price of Class B Shares and a sales commission of 1% of the sale price of
Class C Shares sold by such dealers. This sales commission will not be paid to
dealers for sales of Class B or Class C Shares purchased by 401(k) participants
of the Merrill Lynch Daily K Plan (the "Plan") due to waiver of the CDSC for
these Plan participants' purchases. There is no dealer compensation payable on
Class I Shares. Your broker, dealer or investment adviser may also charge you
additional commissions or fees for their services in selling shares to you
provided they notify the Distributor of their intention to do so.
Dealers and other entities who enter into special arrangements with the
Distributor may receive compensation for the sale and promotion of shares of the
Funds and/or for providing other shareholder services. Such fees are in addition
to the sales commissions referenced above and may be based upon the amount of
sales of fund shares by a dealer; the provision of assistance in marketing of
fund shares; access to sales personnel and information dissemination services;
provision of recordkeeping and administrative services to qualified employee
benefit plans; and other criteria as established by the Distributor. Depending
on the nature of the services, these fees may be paid either from the Funds
through distribution fees, service fees or transfer agent fees or in some cases,
the Distributor may pay certain fees from its own profits and resources. From
its own profits and resources, the Distributor does
24
<PAGE>
intend to: (a) sponsor training and educational meetings and provide additional
compensation to qualifying dealers in the form of trips, merchandise or expense
reimbursements; (b) from time to time pay special incentive and retention fees
to qualified wholesalers, registered financial institutions and third party
marketers; (c) pay broker/dealers an amount equal to 1% of the first $3 million
of Class A Share purchases by an account held in the name of a qualified
employee benefit plan with at least 100 eligible employees, 0.50% on the next $3
million, plus 0.25% on the amount in excess of $6 million; and (d) excluding
purchases as described in (c) above, pay broker/dealers an amount equal to 1% of
the amount of Class A Shares sold above $1 million but under $3 million, 0.50%
on the next $3 million, plus 0.25% on the amount in excess of $6 million. If
part or all of such investment as described in (c) and (d) above, including
investments by qualified employee benefit plans, is subsequently redeemed within
one year of the investment date, a 1% CDSC will apply, except for redemptions of
shares purchased by an investor in amounts of $1 million or more where such
investor's dealer of record, due to the nature of the investor's account,
notifies the distributor prior to the time of the investment that the dealer
waives the commission otherwise payable to the dealer, or agrees to receive such
commissions ratably over a 12 month period. In addition, the Distributor may pay
the entire applicable sales charge on purchases of Class A Shares to selected
dealers and agents. Any dealer who receives more than 90% of a sales charge may
be deemed to be an "underwriter" under the Securities Act of 1933. Equity
Planning reserves the right to discontinue or alter such fee payment plans at
any time.
ADMINISTRATIVE SERVICES
Effective November 1, 1999, Equity Planning also acts as administrative agent
of the Fund and as such performs administrative, bookkeeping and pricing
functions for the Fund. For its services, Equity Planning is entitled to a fee
payable monthly and based upon the average of the aggregate daily net asset
value of the Fund, at the following incremental annual rates:
First $50 million .07%
$50 million to $200 million .06%
Greater than $200 million .01%
Equity Planning retains PFPC, Inc. as subagent for the Fund. For services
during the Fund's fiscal year ended December 31, 1999, Equity Planning and/or
Bank of New York, the previous administrative agent, received $560,135 under an
administration agreement that provided for compensation at the same rates as
described above.
DISTRIBUTION PLANS
The Trust has adopted a distribution plan for each class of shares of each
Fund except Class I Shares (i.e., a plan for the Class A and C Shares and a plan
for the Class B Shares; collectively, the "Plans") in accordance with Rule 12b-1
under the Act, to compensate the Distributor for the services it provides and
for the expenses it bears under the Distribution Agreement. Each class of shares
of each Fund (other than Class M Shares of the Government Cash Fund and Class I
Shares) pays a service fee at a rate of 0.25% per annum of the average daily net
assets of such class of the Fund and a distribution fee based on average daily
net assets at the following rates: for Class A Shares of all Funds at a rate of
0.05% per annum; for Class B Shares of all Funds at a rate of 0.75% per annum;
for Class C Shares at a rate of 0.75% per annum for the Appreciation Fund,
Strategy Fund, Growth & Income Fund, Managed Assets and Foreign Equity Fund,
0.50% per annum for the Government Fund and 0.05% per annum for the Government
Cash Fund.
The Rule 12b-1 Plan for the Class M Shares issued by Zweig Government Cash
Fund (the "Class M Plan") provides that the Distributor may enter into Service
Agreements with securities dealers, financial institutions, banks, and other
industry professionals for distribution, promotion and administration of and/or
servicing investors in Class M Shares. Such service organizations are paid
directly or indirectly by Zweig Government Cash Fund and the Manager. Service
payments under the Class M Plan are paid in equal amounts by Zweig Government
Cash Fund and the Manager, or Zweig Government Cash Fund and the Manager
reimburse the Distributor equally for service payments to a service
organization, in an amount not exceeding 0.30% per annum of the average daily
net asset value of the Class M Shares. The Class M Plan also provides that Zweig
Government Cash Fund will pay the costs and expenses connected with the printing
and distribution of Zweig Government Cash Fund's prospectuses, shareholder
reports, and any promotional material for other than current Fund shareholders,
in an amount not to exceed $100,000 per annum.
From the Service Fee the Distributor expects to pay a quarterly fee to
qualifying broker/dealer firms, as compensation for providing personal services
and/or the maintenance of shareholder accounts, with respect to shares sold by
such firms. This fee will not exceed on an annual basis 0.25% of the average
annual net asset value of such shares, and will be in addition to sales charges
on Fund shares which are reallowed to such firms. To the extent that the entire
amount of the Service Fee is not paid to such firms, the balance will serve as
compensation for personal and account maintenance services furnished by the
Distributor. The Distributor also pays to dealers as additional compensation
with respect to Class C Shares, 0.75% of the average annual net asset value of
that class.
From its own resources or pursuant to the Plan, and subject to the dealers'
prior approval, the Distributor may provide additional compensation to
registered representatives of dealers in the form of travel expenses, meals, and
lodging associated with training and educational meetings sponsored by the
distributor. The Distributor may also provide gifts amounting in value to less
than $100, and occasional meals or entertainment, to registered representatives
of dealers. Any such travel expenses, meals, lodging, gifts or
25
<PAGE>
entertainment paid will not be preconditioned upon the registered
representatives' or dealers' achievement of a sales target. The Distributor may,
from time to time, reallow the entire portion of the sales charge on class A
shares which it normally retains to individual selling dealers. However, such
additional reallowance generally will be made only when the selling dealer
commits to substantial marketing support such as internal wholesaling through
dedicated personnel, internal communications and mass mailings.
A report of the amounts expended under the Plans must be made to the Board of
Trustees and reviewed by the Board at least quarterly. In addition, the Plans
provide that they may not be amended to increase materially the costs which the
Trust may bear for distribution pursuant to the Plans without shareholder
approval and that other material amendments to the Plans must be approved by a
majority of the Board, including a majority of the Board who are neither
interested persons of the Trust (as defined in the 1940 Act) nor have any direct
or indirect financial interest in the operation of the Plans (the "Qualified
Trustees"), by vote cast in person at a meeting called for the purpose of
considering such amendments.
The Plans are subject to annual approval by a majority of the Board of
Trustees, including a majority of the Qualified Trustees, by vote cast in person
at a meeting called for the purpose of voting on the Plans. The Plans are
terminable at any time by vote of a majority of the Qualified Trustees or, with
respect to any Class or Fund, by vote of a majority of the shares of such Class
or Fund. Pursuant to the Plans, any new trustees who are not interested persons
must be nominated by existing trustees who are not interested persons. If the
Plans are terminated (or not renewed) with respect to one or more Classes or
Funds, they may continue in effect with respect to any Class or Fund as to which
they have not been terminated (or have not been renewed).
Benefits from the Plans may accrue to the Trust and its shareholders from the
growth in assets due to sales of shares to the public pursuant to the Plans.
Increases in a Fund's net assets from sales pursuant to its Plan may benefit
shareholders by reducing per share expenses, permitting increased investment
flexibility and diversification of the Fund's assets, and facilitating economies
of scale (e.g., block purchases) in the Fund's securities transactions. Under
their terms, the Plans will continue from year to year, provided that such
continuance is approved annually by a vote of the Trustees in the manner
described above. The continuance of the Plans for Class A, Class B and C Shares
and the Plan for Class M Shares was approved by the Board of Trustees, including
a majority of the Qualified Trustees, at a meeting held on February 28, 2000.
Prior to approving the continuance of the Plans and, the Board requested and
received from the Distributor all the information which it deemed necessary to
arrive at an informed determination as to such continuance and adoption of the
Plans. In making its determination to continue the Plans, the Board considered,
among other factors: (1) the Trust's experience under the Plans and the previous
Rule 12b-1 Plans of the Trust, and whether such experience indicates that the
Plans would operate as anticipated; (2) the benefits the Trust had obtained
under the Plans and would be likely to obtain under the Plans; (3) what services
would be provided under the Plans by the Distributor to the Trust and its
shareholders; and (4) the reasonableness of the fees to be paid to the
Distributor for its services under the Plans. Based upon their review, the
Board, including each of the Qualified Trustees, determined that the continuance
of the Plans would be in the best interest of the Trust, and that there was a
reasonable likelihood that the Plans would benefit the Trust and its
shareholders. In the Board's quarterly review of the Plans, they will consider
their continued appropriateness and the level of compensation provided therein.
The Board of Trustees has the right to terminate the Rule 12b-1 Plan for the
Class B Shares, and in the event of such termination, no further payments would
be made thereunder. However, in the event the Board of Trustees were to
terminate the Rule 12b-1 Plan for the Class B Shares for any Fund, the Trust may
not thereafter adopt a new Rule 12b-1 Plan for a class of that Fund having, in
the good faith determination of the Board of Trustees, substantially similar
economic characteristics to the Class B Shares. Termination of the Rule 12b-1
Plan for the Class B Shares or the Distribution Agreement does not affect the
obligation of the Class B shareholders to pay CDSCs. The Distributor has sold
its right to receive certain payments under the Distribution Agreement to a
financial institution in order to finance the distribution of the Class B
Shares.
For the fiscal year ended December 31, 1999, the Trust paid Rule 12b-1 fees
in the amount of $11,889,970, of which the Distributor and the previous
distributor, PXP Securities Corp., an affiliate, received $10,234,219 and
unaffiliated broker-dealers received $1,655,751. The 12b-1 payments were used
for (1) compensating dealers, $10,234,219, (2) compensating sales personnel,
$2,557,889, (3) advertising, $251,320, (4) printing and mailing of prospectuses
to other than current shareholders, $1,787,967, (5) service costs, $461,467, and
(6) other, $28,951.
Because all amounts paid pursuant to the Plans are paid to the Distributor,
the Distributor and its officers, directors and employees, all may be deemed to
have a direct or indirect financial interest in the operation of the Plans. None
of the Trustees who is not an interested person of the Trust has a direct or
indirect financial interest in the operation of the Plans.
The Board of Trustees has also adopted a Rule 18f-3 Multi-Class Share Plan
permitting the issuance of shares in multiple classes.
26
<PAGE>
MANAGEMENT OF THE TRUST
The Trustees have responsibility for management of the business of the Trust.
The officers of the Trust are responsible for its day to day operations. Set
forth below is certain information concerning the Trustees and officers.
<TABLE>
<CAPTION>
TRUSTEES AND OFFICERS
POSITION WITH
NAME, ADDRESS AND AGE THE TRUST PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- --------------------- --------- ----------------------------------------
<S> <C> <C>
James Balog (71) Trustee Retired; Director and Member of the Audit, Investment, Stock
2205 N. Southwinds Blvd. Option and Compensation Committees of Transatlantic Holdings,
Vero Beach, FL 32963 Inc. (reinsurance); Director and Member of the Executive
Committee of Elan, Plc (pharmaceuticals); Director and Member
of the Executive and Investment & Credit Committees of Great
West Life and Annuity Insurance Company; Member of the
Technical Advisory Board of Galen Partners (health care) and
Trustee of the Phoenix-Euclid Funds. Former Director, Chairman
of the Audit Committee and Member of the Executive Committee of
A.L. Pharma, Inc. (health care); Chairman of 1838 Investment
Advisors, L.P. and Chairman of Lambert Brussels Capital
Corporation (investments).
Claire B. Benenson (81) Trustee Consultant on Financial Conferences, The New School for Social
870 U.N. Plaza Research. Director of The Burnham Fund Inc. and Trustee of the
New York, NY 10017 Phoenix-Euclid Funds. President of the Money Marketeers of New
York University. Trustee of Simms Global Fund and Director of
Phoenix-Zweig Government Cash Fund Inc. Former Director of
Financial Conferences and Chairman, Department of Business and
Financial Affairs, The New School for Social Research.
S. Leland Dill (69) Trustee Trustee and Chairman of the Audit Committee of Deutsche Asset
5070 North Ocean Dr. Management mutual funds. Trustee, Phoenix-Euclid Funds. Former
Singer Island, FL 33404 Director and Chairman of the Audit Committee of Coutts & Co.
Trust Holdings Limited, Coutts & Co. Group, Coutts & Co.
International (USA) (private banking). Former partner of Peat
Marwick Mitchell & Co. and Director of Zweig Cash Fund Inc. and
Vintners International Company, Inc. (winery).
27
<PAGE>
POSITION WITH
NAME, ADDRESS AND AGE THE TRUST PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- --------------------- --------- ----------------------------------------
<S> <C> <C>
*Philip R. McLoughlin (53) Trustee Chairman (1997-present), Vice Chairman (1995-1997) and Chief
56 Prospect Street Executive Officer (1995-present), Phoenix Investment Partners,
Hartford, CT 06115 Ltd. Director (1994-present) and Executive Vice President,
Investments (1998-present), Phoenix Home Life Mutual Insurance
Company. Chairman, Phoenix-Zweig Trust (2000-present).
Director/Trustee and President, Phoenix Funds (1989-present).
Trustee and President, Phoenix-Aberdeen Series Fund and Phoenix
Duff & Phelps Institutional Mutual Funds (1996-present).
Director, Duff & Phelps Utilities Tax-Free Income Inc.
(1995-present) and Duff & Phelps Utility and Corporate Bond Trust
Inc. (1995-present). Trustee, Phoenix-Seneca Funds
(1999-present). Director (1983-present) and Chairman
(1995-present), Phoenix Investment Counsel, Inc. Director
(1984-present) and President (1990-present), Phoenix Equity
Planning Corporation. Chairman and Chief Executive Officer,
Zweig/Glaser Advisers LLC (1999-present). Director, Phoenix
Realty Group, Inc. (1994-present), Phoenix Realty Advisors, Inc.
(1987-present), Phoenix Realty Investors, Inc. (1994-present),
Phoenix Realty Securities, Inc. (1994-present), PXRE Corporation
(Delaware) (1985-present) and World Trust Fund (1991-present).
Director and Executive Vice President, Phoenix Life and Annuity
Company (1996-present). Director and Executive Vice President,
PHL Variable Insurance Company (1995-present). Director, Phoenix
Charter Oak Trust Company (1996-present). Director and Vice
President, PM Holdings, Inc. (1985-present). Director and
President, Phoenix Securities Group, Inc. (1993-1995). Director
(1992-present) and President (1992-1994), W.S. Griffith & Co.,
Inc. Director, PHL Associates Inc. (1995-present).
Donald B. Romans (69) Trustee President of Romans & Company, (private investors and financial
233 East Wacker Dr. consultants); Director of the Burnham Fund Inc. and Trustee of the
Chicago, IL 60601 Phoenix-Euclid Funds. Former Consultant to and Executive Vice
President and Chief Financial Officer of Bally Manufacturing
Corporation, and Director of Phoenix-Zweig Government Cash Fund
Inc.
Martin E. Zweig (57) President President of the Subadviser; Chairman of the Board and
900 Third Avenue President of The Zweig Total Return Fund, Inc. and The Zweig
New York, NY 10022 Fund, Inc.; Managing Director of Zweig-DiMenna Associates LLC;
President of Zweig-DiMenna International Managers, Inc.;
Zweig-Di Menna Associates, Inc. and Gotham Advisors, Inc.;
Member of the Undergraduate Executive Board of the Wharton
School, University of Pennsylvania; Trustee, Manhattan
Institute. Former President of Zweig Cash Fund Inc. Former
President and Director of Zweig Advisors Inc., Zweig Total
Return Advisors, Inc. and Zweig Securities Advisory Services
Inc. General Partner of Zweig Katzen Investors, L.P.; Former
Chairman of the Adviser and Euclid Advisors LLC..
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH
NAME, ADDRESS AND AGE THE TRUST PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- --------------------- --------- ----------------------------------------
<S> <C> <C>
Michael E. Haylon (42) Executive Vice Director and Executive Vice President--Investments, Phoenix
56 Prospect Street President Investment Partners, Ltd. (1995-present). Executive Vice
Hartford, CT 06115 President, Zweig/Glaser Advisers LLC (1999-present). Director
(1994-present), President (1995-present), Executive Vice
President (1994-1995), Vice President (1991-1994), Phoenix
Investment Counsel, Inc. Director, Phoenix Equity Planning
Corporation (1995-present). Executive Vice President, Phoenix
Funds (1993-present) and Phoenix-Aberdeen Series Fund
(1996-present). Executive Vice President (1997-present), Vice
President (1996-1997), Phoenix Duff & Phelps Institutional
Mutual Funds. Senior Vice President, Securities Investments,
Phoenix Home Life Mutual Insurance Company (1993-1995).
William R. Moyer (56) Executive Vice Executive Vice President and Chief Financial Officer
100 Bright Meadow Blvd. President (1999-present), Senior Vice President and Chief Financial
P.O. Box 2200 Officer, Phoenix Investment Partners, Ltd. (1995-1999).
Enfield, CT 06083-2200 Director (1998-present), Senior Vice President, Finance
(1990-present), Chief Financial Officer (1996-present), and
Treasurer (1994-1996 and 1998-present), Phoenix Equity Planning
Corporation. Director (1998-present), Senior Vice President
(1990-present), Chief Financial Officer (1996-present) and
Treasurer (1994-present), Phoenix Investment Counsel, Inc.
Senior Vice President and Chief Financial Officer, Duff &
Phelps Investment Management Co. (1996-present). Vice
President, Phoenix Funds (1990-present), Phoenix-Duff & Phelps
Institutional Mutual Funds (1996-present), Phoenix-Aberdeen
Series Fund (1996-present). Senior Vice President and Chief
Financial Officer, W.S. Griffith & Co., Inc. (1992-1995) and
Townsend Financial Advisers, Inc. (1993-1995). Vice President,
Investment Products Finance, Phoenix Home Life Mutual Insurance
Company (1990-1995).
John F. Sharry (47) Executive Vice President, Retail Division (1999-present), Executive Vice
56 Prospect Street President President, Retail Division (1997-1999), Phoenix Investment
Hartford, CT 06115 Partners, Ltd. Managing Director, Retail Distribution, Phoenix
Equity Planning Corporation (1995-1997). Executive Vice
President, Phoenix Funds and Phoenix-Aberdeen Series Funds
(1998-present). Managing Director, Director and National Sales
Manager, Putnam Mutual Funds (1992-1995).
Carlton Neel (32) Senior Vice President First Vice President of the Adviser. Former Vice President of
900 Third Avenue Zweig Advisors Inc. and Zweig Total Return Advisors, Inc.
New York, NY 10022 Former Vice President of J.P. Morgan & Co., Inc.
Barry Mandinach (43) First Vice President Executive Vice President of PXP Securities Corp., Senior Vice
900 Third Avenue President of the Adviser and Euclid Advisors LLC, and First
New York, NY 10022 Vice President of the Phoenix-Euclid Funds.
Beth Abraham (44) Assistant Vice President Assistant Vice President of The Adviser and the Phoenix-Euclid
900 Third Avenue Funds. Former self-employed consultant to the mutual fund
New York, NY 10022 industry.
David O'Brien (35) Assistant Vice President Assistant Vice President of Phoenix-Euclid Funds. Assistant
900 Third Avenue Portfolio Manager of Phoenix-Euclid Market Neutral Fund, the
New York, NY 10022 Phoenix-Zweig Strategy Fund, Phoenix-Zweig Appreciation Fund
and Phoenix-Zweig Growth & Income Fund. Formerly, Assistant
Vice President, PaineWebber (1993-1998).
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH
NAME, ADDRESS AND AGE THE TRUST PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- --------------------- --------- ----------------------------------------
<S> <C> <C>
Marc Baltuch (54) Secretary Director and President of Watermark Securities, Inc. Secretary
900 Third Avenue of Phoenix-Euclid Funds; Assistant Secretary of Gotham
New York, NY 10022 Advisors, Inc. Former First Vice President of the Adviser and
of Zweig/Glaser Advisers LLC; Secretary of Zweig Cash Fund Inc.
Former First Vice President, Chief Compliance Officer and
Secretary of PXP Securities Corp.
Nancy G. Curtiss (47) Treasurer Vice President, Fund Accounting (1994-present) and Treasurer
(1996-present), Phoenix Equity Planning Corporation. Treasurer,
Phoenix Funds (1994-present) and Phoenix Duff & Phelps
Institutional Mutual Funds (1995-present). Second Vice
President and Treasurer, Fund Accounting, Phoenix Home Life
Mutual Insurance Company (1994-1995). Various positions with
Phoenix Home Life Insurance Company (1987-1994).
</TABLE>
*Designates a trustee who is an interested person of the trust within the
meaning of the 1940 Act.
COMPENSATION OF TRUSTEES AND OFFICERS
For the fiscal year ended December 31, 1999, the fees and expenses of
disinterested trustees, as a group, were $73,000. Those trustees and officers of
the Trust who are affiliated with the Subadviser or the Adviser are not
separately compensated for their services as trustees or officers of the Trust.
The Trust currently pays each of its disinterested trustees a fee of $5,000 per
year, plus $1,500 per meeting attended ($500 per phone meeting) and reimburses
their expenses for attendance at meetings, all of which is prorated on the basis
of the assets of each Fund. In addition, each such trustee receives a fee of
$1,000 per year from each Fund. Trustees may be removed from office at any
meeting of shareholders by a vote of two-thirds of the outstanding shares of the
Trust. Except as set forth above, the trustees shall continue to hold office and
may appoint their successors.
For the Trust's last fiscal year, the Trustees received the following
compensation:
<TABLE>
<CAPTION>
PENSION OR TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ESTIMATED FROM THE TRUST AND
COMPENSATION ACCRUED AS PART ANNUAL BENEFITS FUND COMPLEX (2 FUNDS)
NAME FROM THE TRUST OF FUND EXPENSES UPON RETIREMENT PAID TO TRUSTEES
- -------------------- -------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
James Balog $17,500 $22,500
Claire B. Benenson $18,500 None None $24,000
S. Leland Dill $18,500 for any for any $24,000
Philip R. McLoughlin $0 Trustee Trustee $0
Donald B. Romans $18,500 $24,000
</TABLE>
*"Interested Person" as defined under the Investment Company Act.
At April 5, 2000, except for Dr. Martin E. Zweig, the Trustees and officers
as a group owned 8.87% of the shares of Foreign Equity Fund - Class A less than
1% of any other class of any fund of the Trust.
30
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth information as of April 5, 2000 with respect
to each person who beneficially owns 5% or more of any class of the Fund's
equity securities.
<TABLE>
<CAPTION>
NAME OF SHAREHOLDER FUND AND CLASS PERCENT OF CLASS
- ------------------- -------------- ----------------
<S> <C> <C>
Dean Whitter FO Foreign Equity Fund--Class A 6.88%
Hortense E. Martin
P. O. Box 250
Church Street Station
New York, NY 10008-0250
Eugene Glaser Foreign Equity Fund--Class A 5.45%
784 Park Ave, #15C
New York, NY 10021-3553
Hare & Co Government Cash Fund--Class M 16.98%
Bank of New York
Attn: STIF/Master Note
1 Wall Street, Fl. 2
New York, NY 10005
NFSC FBO Foreign Equity Fund--Class B 6.84%
Summit Technical Services Inc.
355 Centreville Rd.
Warwick, RI 02886-4320
PaineWebber FBO Government Fund--Class B 5.69%
Virginia B. Bunner
1602 Augusta Dr.
Marietta, GA 30067
Prudential Securities Inc. FBO Growth & Income Fund--Class C 5.04%
Richard W. Dowis & Colleen Dowis
425 Columbine Street
Sterling, CO 80751-3947
Prudential Securities Inc. FBO Government Cash Fund--Class A 13.34%
Nation Asset Mgmt. Pledge Coll. Acct.
For Credit Lyonnais
Washington Mall West
Reid St.
Bermuda
Prudential Securities Inc. FBO Government Cash Fund--Class A 9.05%
Trout Trading Fd. Pledged Coll. Acct.
For Credit Lyonnais
Washington Mall One
Church St. 4th Floor
Hamilton HM11
Prudential Securities Inc. FBO Appreciation Fund--Class I 42.67%
Zweig Advisors Inc. MPP/PS Plan Government Fund--Class I 16.25%
900 Third Avenue Growth & Income Fund--Class I 44.36%
New York, NY 10022 Managed Assets--Class I 56.94%
Strategy Fund--Class I 44.32%
State Street Bank & Trust Co. Cust. Government Fund--Class B 5.42%
Gabriel M. Frayne
2055 Quaker Ridge Road
Croton Hudson, NY 10520-3515
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
NAME OF SHAREHOLDER FUND AND CLASS PERCENT OF CLASS
- ------------------- -------------- ----------------
<S> <C> <C>
State Street Bank & Trust Co. Cust. Government Cash Fund--Class C 7.10%
Rana J. Khan
3722 August Lane
Elkhart, IN 46517-3854
State Street Bank & Trust Co. Cust. Foreign Equity--Class A 8.87%
Donald B. Romans
233 E. Wacker Dr.
Chicago, IL 60601
State Street Bank & Trust Co. Cust. Growth & Income Fund--Class A 8.95%
FBO Mollie Friedman Zweig
625 Park Ave, Apt. 8-9B
New York, NY 10021-6545
Martin E. Zweig and immediate family Government Cash Fund--Class I 58.41%
900 Third Avenue Government Cash Fund--Class M 49.85%
New York, NY 10022 Government Fund--Class I 63.33%
Martin E. Zweig & Jeffrey Perry TTE Appreciation Fund--Class I 53.57%
Zweig-DiMenna Associates Inc. Government Cash Fund--Class I 40.38%
Retirement Trust MMP Government Fund--Class I 20.42%
Attn: Michael Link Growth & Income--Class I 55.63%
900 Third Avenue Managed Assets--Class I 42.30%
New York, NY 10022 Strategy Fund--Class I 55.67%
</TABLE>
The following table sets forth information as of April 5, 2000 with respect to
each person owning of record 5% or more of any class of the Registrant's equity
securities.
<TABLE>
<CAPTION>
NAME OF SHAREHOLDER FUND AND CLASS PERCENT OF CLASS
- ------------------- -------------- ----------------
<S> <C> <C>
Banque Carnegie Luxembourg Government Cash Fund--Class A 35.61%
5 Place de la Gare
P. O. Box 1141
Luxembourg L-1011
Donaldson Lufkin Jenrette Securities Foreign Equity--Class A 7.34
Corporation Inc. Government Cash Fund--Class A 31.91%
P. O. Box 2052
Jersey City, NJ 07303
MLPF&S for the sole benefit of its customers Appreciation Fund--Class B 9.48%
Attn: Fund Administration Appreciation Fund--Class C 17.78%
4800 Deer Lake Drive East Foreign Equity Fund--Class B 14.21%
Jacksonville, FL 32246 Government Fund--Class B 36.64%
Government Fund--Class C 33.10%
Growth & Income Fund--Class B 17.45%
Growth & Income Fund--Class C 10.16%
Managed Assets--Class A 9.12%
Managed Assets--Class B 24.54%
Managed Assets--Class C 19.08%
Strategy Fund--Class A 13.10%
Strategy Fund--Class B 15.49%
Strategy Fund--Class C 19.26%
Prudential Bank & Trust FBO Appreciation Fund--Class I 5.86%
Its Defined Contribution Plan Customers 30
Scranton Office Park
Scranton, PA 18507
Salomon Smith Barney Inc. Government Fund--Class B 16.20%
333 West 34th Street
New York, NY 10001
</TABLE>
32
<PAGE>
ADDITIONAL INFORMATION
CAPITAL STOCK
The capitalization of the Trust consists solely of an unlimited number of
shares of beneficial interest. The Trust currently offers shares in different
Funds and different classes of those Funds. Holders of shares of a Fund have
equal rights with regard to voting, redemptions, dividends, distributions, and
liquidations with respect to that Fund. Shareholders of all Funds vote on the
election of Trustees. On matters affecting an individual Fund (such as approval
of an investment advisory agreement or a change in fundamental investment
policies) and on matters affecting an individual class (such as approval of
matters relating to a Plan of Distribution for a particular class of shares), a
separate vote of that Fund or Class is required. The Trust does not hold regular
meetings of shareholders. The Trustees will call a meeting when at least 10% of
the outstanding shares so request in writing. If the Trustees fail to call a
meeting after being so notified, the Shareholders may call the meeting. The
Trustees will assist the Shareholders by identifying other shareholders or
mailing communications, as required under Section 16(c) of the 1940 Act.
Shares are fully paid, nonassessable, redeemable and fully transferable when
they are issued. Shares do not have cumulative voting rights, preemptive rights
or subscription rights. The assets received by the Trust for the issue or sale
of shares of each Fund, and any class thereof and all income, earnings, profits
and proceeds thereof, are allocated to such Fund, and class, respectively,
subject only to the rights of creditors, and constitute the underlying assets of
such Fund or class. The underlying assets of each Fund are required to be
segregated on the books of account, and are to be charged with the expenses in
respect to such Fund and with a share of the general expenses of the Trust. Any
general expenses of the Trust not readily identifiable as belonging to a
particular Fund or class will be allocated by or under the direction of the
Trustees as they determine fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the
shareholders of a business trust such as the Trust may be personally liable for
debts or claims against the Trust. The Declaration of Trust provides that
shareholders shall not be subject to any personal liability for the acts or
obligations of the Trust and that every written agreement, undertaking or
obligation made or issued by the Trust shall contain a provision to that effect.
The Declaration of Trust provides for indemnification out of the Trust property
for all losses and expenses of any shareholder held personally liable for the
obligations of the Trust. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability, which is considered remote, is limited
to circumstances in which the Trust itself would be unable to meet its
obligations.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, NY 10036,
serves as the independent accountants for the Trust. PricewaterhouseCoopers LLP
audits the Trust's annual financial statements and expresses an opinion thereon.
CUSTODIAN AND TRANSFER AGENT
The Bank of New York, One Wall Street, New York, NY 10286 serves as custodian
of the Trust's assets.
Phoenix Equity Planning Corporation ("PEPCO"), 100 Bright Meadow Boulevard,
P.O. Box 2200, Enfield, CT 06083-2200, serves as Transfer Agent for the Fund.
PEPCO receives a fee equivalent to $13.50 for each shareholder account, plus
out-of-pocket expenses. The Transfer Agent is authorized to engage subagents to
perform certain shareholder servicing functions from time to time for which such
agents are paid a fee by the Transfer Agent. State Street Bank and Trust Company
serves as subtransfer agent pursuant to a Subtransfer Agency Agreement.
REPORT TO SHAREHOLDERS
The fiscal year of the Trust ends on December 31. The Trust will send
financial statements to its shareholders at least semiannually. An Annual Report
containing financial statements audited by the Trust's independent accountants
will be sent to shareholders each year, and is available without charge upon
request.
FINANCIAL STATEMENTS
The Financial Statements for the Fund's fiscal year ended December 31, 1999,
appearing in the Fund's 1999 Annual Report to Shareholders, are incorporated
herein by reference.
33
<PAGE>
APPENDIX
CORPORATE BOND RATINGS
DESCRIPTION OF MOODY'S CORPORATE BOND RATINGS:
Aaa Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
gilt-edge. Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
A Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
DESCRIPTION OF S&P CORPORATE BOND RATINGS:
AAA Bonds rated AAA have the highest rating assigned by Standard & Poor's to
a debt obligation. Capacity to pay interest and repay principal is extremely
strong.
AA Bonds rated AA have a strong capacity to pay interest and repay principal
and differ from the highest rated issues only in small degrees.
A Bonds rated A have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.
BBB Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories.
BB, B, CCC Bonds rated BB, B or CCC are regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CCC a higher degree of speculation. While such
debt will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.
Bonds rated BBB or lower by S&P and Bonds rated Baa or less by Moody's
(non-investment grade securities) are considered to be speculative in nature.
Non-investment grade securities will generally be less sensitive to interest
rate changes than investment grade securities (those rated A or higher by S&P
and BBB or higher by Moody's) but will be more sensitive to adverse economic
changes or specific corporate developments. The liquidity risk of non-investment
grade securities will be higher than investment grade securities and their value
will be more difficult to ascertain due to the lack of an established secondary
market. These securities may also be adversely affected by new laws or proposed
new laws on the high yield market (e.g., tax proposals).
COMMERCIAL PAPER RATINGS
DESCRIPTION OF MOODY'S COMMERCIAL PAPER RATINGS:
The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Among the factors considered by Moody's in assigning ratings are the
following: (1) evaluation of the management of the issuer; (2) economic
evaluation of the issuer's industry or industries and an appraisal of
speculative type risks which may be inherent in certain areas; (3) evaluation of
the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of
34
<PAGE>
earnings over a period of ten years; (7) financial strength of a parent company
and the relationships which exist with the issuer; and (8) recognition by the
management of obligations which may be present or may arise as a result of
public interest questions and preparations to meet obligations. Description of
S&P's Commercial Paper Ratings:
Commercial paper rated A-1 by S&P has the following characteristics:
Liquidity ratios are adequate to meet cash requirements: long-term senior debt
is rated A or better, the issuer has access to at least two additional channels
of borrowing; and basic earnings and cash flow have an upward trend with
allowance made for unusual circumstances. Typically, the issuer's industry is
well established and the issuer has a strong position in the industry. The
reliability and quality of management are unquestioned. Relative strength or
weakness of the above factors determines whether the issuer's commercial paper
is rated A-1, A-2 or A-3.
35
<PAGE>
Phoenix Investment Partners
Prospectus
May 1, 2000
- -------- Zweig
Phoenix-Zweig
Government Cash Fund
Class M Shares
Neither the Securities and Exchange
Commission nor any state securities
commission has approved or
disapproved of these securities or
determined if this prospectus is
truthful or complete. Any representation
to the contrary is a criminal offense.
This prospectus contains important
information that you should know
before investing in the Phoenix-Zweig
Government Cash Fund Class M Shares.
[logo] PHOENIX
INVESTMENT PARTNERS
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Investment Risk and Return Summary.................................................. 1
Fund Expenses....................................................................... 4
Additional Investment Techniques.................................................... 6
Management of the Fund.............................................................. 6
Pricing of Fund Shares.............................................................. 7
How to Buy Shares................................................................... 8
How to Sell Shares.................................................................. 10
Things You Should Know When Selling Shares.......................................... 10
Account Policies.................................................................... 12
Investor Services................................................................... 12
Distributions and Taxes............................................................. 12
Financial Highlights................................................................ 13
Additional Information.............................................................. 16
</TABLE>
[triangle] PHOENIX-
ZWEIG
GOVERNMENT
CASH FUND
CLASS M
SHARES
<PAGE>
PHOENIX-ZWEIG GOVERNMENT CASH FUND
THIS PROSPECTUS DESCRIBES CLASS M SHARES OF PHOENIX-ZWEIG GOVERNMENT CASH FUND.
Refer to the Phoenix-Zweig Trust Prospectus for information on Class A, Class B,
Class C or Class I Shares.
INVESTMENT RISK AND RETURN SUMMARY
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
Phoenix-Zweig Government Cash Fund (the "fund"), one of seven different funds,
or series, of Phoenix-Zweig Trust (the "Trust"), has an investment objective of
seeking high current income consistent with maintaining liquidity and preserving
capital. There is no guarantee that the fund will achieve its objective.
PRINCIPAL INVESTMENT STRATEGIES
[arrow] The fund seeks to maintain a stable $1.00 per share price.
[arrow] The fund invests exclusively in the following instruments:
o short-term securities issued or guaranteed as to payment of
principal and interest by the U.S. Government, its agencies or
instrumentalities; and
o repurchase agreements collateralized by such securities.
U.S. Government securities are considered to be of the highest credit
quality, yet the primary consideration in choosing among these
securities is managing risk related to changes in interest rate levels.
[arrow] Money market instruments selected for investment have remaining
maturities of less than 397 days and have an average weighted portfolio
maturity of not greater than 90 days.
Please refer to "Additional Investment Techniques" for other investment
techniques of the fund.
Phoenix-Zweig Government Cash Fund 1
<PAGE>
PRINCIPAL RISKS
GENERAL
An investment in the fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.
Neither the fund nor the adviser can assure you that a particular yield, return
or level of income will be achieved. Changing market conditions, the relatively
short maturities of fund investments and substantial redemptions may all
negatively affect the fund.
INTEREST RATE RISK
Interest rate trends can have an affect on the value of your shares. If interest
rates rise, the value of debt securities generally will fall.
CREDIT RISK
Credit risk pertains to the issuer's ability to make scheduled interest or
principal payments. A security's short-term investment rating may decline,
increasing the chances the issuer may not be able to make principal and interest
payments on time. This may reduce the fund's stream of income and decrease the
fund's yield.
REPURCHASE AGREEMENTS
If a seller of a repurchase agreement defaults and does not repurchase the
underlying securities, the fund may incur a loss if the value of the underlying
securities declines. Disposition costs may be incurred in connection with
liquidating the underlying securities. If the seller enters into bankruptcy, the
fund may never receive the purchase price or it may be delayed or limited.
U.S. GOVERNMENT SECURITIES
Obligations issued or guaranteed by the U.S. Government, its agencies,
authorities and instrumentalities only guarantee or insure principal and
interest will be timely paid to holders of the securities. The entities do not
guarantee that the value of fund shares will remain at $1.00 or that the fund
will realize a particular yield. In addition, not all U.S. Government securities
are backed by the full faith and credit of the United States.
2 Phoenix-Zweig Government Cash Fund
<PAGE>
PERFORMANCE TABLES
The bar chart and table below provide some indication of the risks of investing
in the Phoenix-Zweig Government Cash Fund. The bar chart shows changes in the
fund's Class M Shares performance from year to year over a 10-year period.1 The
table shows the fund's average annual returns over the life of the fund. The
fund's past performance is not necessarily an indication of how the fund will
perform in the future.
GOVERNMENT CASH FUND
[GRAPHIC OMITTED]
CALENDAR YEAR ANNUAL RETURN (%)
1990 7.5
1991 5.6
1992 3.4
1993 2.9
1994 3.7
1995 5.3
1996 5.1
1997 5.2
1998 5.2
1999 4.8
(1) During the 10-year period shown in the chart above, the
highest return for a quarter was 1.86% (quarter ending September 30, 1990) and
the lowest return for a quarter was 0.69% (quarter ending March 31, 1993).
Year-to-date performance (through March 31, 2000) was 1.31%.
<TABLE>
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
Average Annual Total Returns One Year Five Years Ten Years Life of the
(for the periods ending 12/31/99)(1) Fund(2)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Class M Shares(3) 4.77% 5.11% 4.86% --
- ------------------------------------------------------------------------------------------------------------
Class A Shares 4.52% 4.86% -- 4.74%
- ------------------------------------------------------------------------------------------------------------
Class B Shares (0.20)% -- -- 3.36%
- ------------------------------------------------------------------------------------------------------------
Class C Shares 4.52% 4.86% -- 4.74%
- ------------------------------------------------------------------------------------------------------------
Class I Shares 4.83% -- -- 5.11%
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund's average annual returns in the table above reflect a full
redemption in the fund's Class B and Class C Shares.
(2) Class A and Class C Shares since May 1, 1994, Class B Shares since April 8,
1996, and Class I Shares since November 1, 1996.
(3) Phoenix/Zweig Advisers LLC assumed responsibility for managing the fund on
September 1, 1989.
The fund's 7-day yield on December 31, 1999 was 5.29% for Class M Shares.
Phoenix-Zweig Government Cash Fund 3
<PAGE>
FUND EXPENSES
- --------------------------------------------------------------------------------
This table illustrates all fees and expenses that you may pay if you buy and
hold shares of the fund.
<TABLE>
<CAPTION>
CLASS M CLASS A CLASS B CLASS C CLASS I
SHARES SHARES SHARES SHARES SHARES
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)
Maximum Sales Charge (load) Imposed on Purchases
(as a percentage of offering price) None None None None None
Maximum Deferred Sales Charge (load) (as a None None 5%(b) 1.25%(c) None
percentage of the lesser of the value redeemed or
the amount invested)
Maximum Sales Charge (load) Imposed on Reinvested
Dividends None None None None None
Redemption Fee None None None None None
Exchange Fee None None None None None
---------------------------------------------------------------
CLASS M CLASS A CLASS B CLASS C CLASS I
SHARES SHARES SHARES SHARES SHARES
------ ------ ------ ------ ------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.50% 0.50% 0.50% 0.50% 0.50%
Distribution and Service (12b-1) Fees (d) 0.06% 0.30% 1.00% 0.30% None
Other Expenses 0.10% 0.29% 1.01% 0.55% 0.17%
---- ---- ---- ---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES (A) 0.66% 1.09% 2.51% 1.35% 0.67%
==== ==== ==== ==== ====
</TABLE>
- ------------
(a) The adviser has agreed to reimburse through April 30, 2001 the Phoenix-Zweig
Government Cash Fund's expenses, excluding taxes, interest, brokerage
commissions, Rule 12b-1 fees and extraordinary expenses, to the extent that such
expenses exceed 0.35% for each Class of Shares. The Management Fees with
reimbursement were 0.25% for Class M Shares, and 0.00% for Class A, B, C, and I
Shares. Other Expenses with reimbursement were 0.10% for Class M Shares and
0.35% for Class A, B, C, and I Shares. The Total Annual Fund Operating Expenses
after expense reimbursement were 0.41% for Class M Shares, 0.65% for Class A and
C Shares, 1.35% for Class B Shares, and 0.35% for Class I Shares.
(b) The maximum deferred sales charge is imposed on Class B Shares redeemed
during the first year; thereafter, it decreases 1% annually to 3% during the
third and fourth years and to 0% after the sixth year.
(c) The deferred sales charge is imposed on Class C Shares redeemed during the
first year only.
(d) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
("NASD").
4 Phoenix-Zweig Government Cash Fund
<PAGE>
EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. In the case of Class B Shares, it is
assumed that your shares are converted to Class A after seven years. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class M $67 $211 $368 $822
- -----------------------------------------------------------------------------------------------------------------
Class A $111 $347 $601 $1,329
- -----------------------------------------------------------------------------------------------------------------
Class B $654 $1,082 $1,435 $2,329
- -----------------------------------------------------------------------------------------------------------------
Class C $262 $428 $739 $1,624
- -----------------------------------------------------------------------------------------------------------------
Class I $68 $214 $373 $835
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
You would pay the following expenses if you did not redeem your shares:
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B $254 $782 $1,335 $2,329
- -----------------------------------------------------------------------------------------------------------------
Class C $137 $428 $739 $1,624
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
Note: Your actual expenses may be lower than those shown in the tables above
since the expense levels used to calculate the figures shown do not include the
reimbursement of expenses over certain levels by the fund's investment adviser.
Refer to the section "Management of the Fund" for information about expense
reimbursement.
Phoenix-Zweig Government Cash Fund 5
<PAGE>
ADDITIONAL INVESTMENT TECHNIQUES
- --------------------------------------------------------------------------------
COLLATERALIZED MORTGAGE OBLIGATIONS
The fund may investment in collateralized mortgage obligations (CMOs). Early
payoffs on the underlying loans may result in the fund receiving less income
than originally anticipated. The variability in prepayments tends to limit price
gains when interest rates drop and exaggerate price declines when interest rates
rise. In the event of high prepayments, the fund may be required to invest the
proceeds at lower interest rates, causing the fund to earn less than if the
prepayments had not occurred.
ILLIQUID SECURITIES
The fund may invest up to 10% of its assets in illiquid securities. Illiquid and
restricted securities may be difficult to sell or may be sold only pursuant to
certain legal restrictions. Difficulty in selling securities may result in a
loss to the fund or entail expenses not normally associated with the sale of a
security.
LENDING SECURITIES
The fund may lend securities to brokers/dealers and institutions as a means of
earning income. Delays or losses could result if a borrower becomes insolvent or
defaults on its obligation to return the loaned security.
BORROWING
The funds may make temporary borrowings from banks to cover redemptions. If a
fund should borrow and the performance of the fund's investments fail to cover
interest and other costs of borrowing, the net asset value of its shares will
decrease faster than if no borrowing took place.
MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------
THE ADVISERS
Phoenix/Zweig Advisers LLC ("Phoenix/Zweig") (formerly Zweig/Glaser Advisers
LLC) is the investment adviser for the fund and is located at 900 Third Avenue,
New York, NY 10022. As of December 31, 1999, Phoenix/Zweig was managing twelve
funds with net assets of approximately $1.8 billion and acting as adviser to two
closed-end funds with more than $1.4 billion in assets. Phoenix/Zweig has been
managing funds since 1989.
Phoenix/Zweig is a wholly-owned subsidiary of Phoenix Investment Partners, Ltd.
("PXP"), a Delaware corporation, located at 56 Prospect Street, Hartford, CT
06115. PXP is a publicly-
6 Phoenix-Zweig Government Cash Fund
<PAGE>
traded independent registered investment advisory firm, and has served investors
for over 70 years. As of December 31, 1999, PXP had over $64.6 billion in assets
under management.
Subject to the direction of the Trust's Board of Trustees, Phoenix/Zweig is
responsible for managing the fund's investment program, selecting specific
securities for the fund, and maintaining the general operations of the fund.
Phoenix/Zweig manages the fund's assets to conform with the investment policies
as described in this prospectus.
The fund pays Phoenix/Zweig a monthly investment management fee that is accrued
daily against the value of the fund's net assets at the annual rate of 0.50%.
Zweig Consulting LLC ("Zweig Consulting"), a New York limited liability company,
acts as the investment subadviser for all the funds of the Phoenix-Zweig Trust
and is located at 900 Third Avenue, New York, NY 10022. Dr. Martin E. Zweig
serves as President of Zweig Consulting and as President of the fund.
Phoenix/Zweig pays Zweig Consulting a subadvisory fee of approximately
$2,500,000 per annum allocated monthly for acting as subadviser to all of the
funds of the Phoenix-Zweig Trust.
During the fund's last fiscal year, the fund paid total management fees of
$15,198,917.
The adviser has voluntarily agreed to assume operating expenses of the
Government Cash Fund (excluding interest, taxes, brokerage commissions, 12b-1
fees, and extraordinary expenses) until April 30, 2001 to the extent that such
expenses exceed 0.35% of the average annual net assets of that fund.
PORTFOLIO MANAGEMENT
Beth Abraham has served as portfolio manager for the fund and as an Assistant
Vice President of the Trust since 1995. Ms. Abraham's experience includes
consulting to the mutual fund industry and acting as a Senior Compliance
Examiner in the New York Regional Office of the Securities and Exchange
Commission.
PRICING OF FUND SHARES
- --------------------------------------------------------------------------------
HOW IS THE SHARE PRICE DETERMINED?
The fund attempts to maintain a stable share price of $1.00. In determining the
fund's net asset value, the fund utilizes the amortized cost method of valuing
its investments whereby investments are valued initially at cost and thereafter
assume a constant amortization to maturity of any discount or premium. In
general, the net asset value is calculated by:
Phoenix-Zweig Government Cash Fund 7
<PAGE>
o adding the values of all investments and other assets of the fund,
o subtracting liabilities, and
o dividing the result by the total number of outstanding shares of
the fund.
Liabilities: Class specific expenses, distribution fees, service fees and other
liabilities that are deducted from the assets of each class. Expenses and
liabilities that are not class specific (such as management fees) are allocated
to each class in proportion to each class' net assets, except where an
alternative allocation can be more fairly made.
Net Asset Value: The liability allocated to a class plus any other expenses are
deducted from the proportionate interest of such class in the assets of the
fund. The resulting amount for each class is then divided by the number of
shares outstanding of that class to produce each class' net asset value per
share.
The net asset value per share of each class of the fund is determined as of
2:00 PM eastern time on each day the NYSE is open for trading.
AT WHAT PRICE ARE SHARES PURCHASED?
All investments received by the fund's authorized agents prior to 2:00 PM
eastern time will be executed based on the net asset value as of 2:00 PM eastern
time. Those received after 2:00 PM eastern time, will be executed based on the
net asset value as of 2:00 PM eastern time on the next business day.
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
The fund presently offers five classes of shares. Each class of shares has
different sales and distribution charges (see "Fund Expenses" previously in this
prospectus). The fund has adopted distribution and service plans allowed under
Rule 12b-1 of the Investment Company Act of 1940 that authorize the fund to pay
distribution and service fees for the sale of its shares and for services
provided to shareholders. Because distribution and service fees are paid out of
the fund's assets on an ongoing basis, over time these fees will increase the
cost of your investment and may cost you more than paying other types of sales
charges.
THIS PROSPECTUS DESCRIBES ONLY CLASS M SHARES OF PHOENIX-ZWEIG GOVERNMENT CASH
FUND. Other classes of shares are described in a separate prospectus.
8 Phoenix-Zweig Government Cash Fund
<PAGE>
Class M Shares of the fund are sold at net asset value without a sales charge.
Minimum INITIAL investments:
o $10,000.
o $1,000 for service organizations whose clients have made aggregate
minimum purchases of $1,000,000.
Minimum ADDITIONAL investments:
o There is no minimum for additional investments.
Purchase orders received by the transfer agent by 2:00 PM eastern time become
effective and earn dividends that day, provided that payment is received in
Federal funds by 4:00 PM eastern time. Purchase orders received by the transfer
agent after 2:00 PM eastern time will begin to accrue dividends on the next
business day.
THESE MINIMUMS DO NOT APPLY TO CLASS A, CLASS B, CLASS C, OR CLASS I SHARES.
<TABLE>
----------------------------------------------------------------------------------------------------------------
<CAPTION>
TO OPEN AN ACCOUNT
(CLASS M SHARES ONLY)
----------------------------------- ----------------------------------------------------------------------------
<S> <C>
Through a financial advisor Contact your advisor. Some advisors may charge a fee and may set different
minimum investments or limitations on buying shares.
----------------------------------- ----------------------------------------------------------------------------
Through Sweep Programs Customers of participating securities dealers and banks through which
purchases and sales are made with the dealers and banks as agents. Call us
at (800)243-1574.
----------------------------------- ----------------------------------------------------------------------------
Through the mail Complete a New Account Application and send it with a check payable to the
fund. Mail them to: State Street Bank, ATTN: Phoenix-Zweig Government Cash
Fund, P.O. Box 8301, Boston, MA 02266-8301.
----------------------------------- ----------------------------------------------------------------------------
Through express delivery Complete a New Account Application and send it with a check payable to the
fund. Send them to: Boston Financial Data Services, Attn: Phoenix-Zweig
Government Cash Fund, 66 Brooks Drive, Braintree, MA 02184.
----------------------------------- ----------------------------------------------------------------------------
By Federal Funds wire Call us at (800)243-1574.
----------------------------------- ----------------------------------------------------------------------------
By Investo-Matic Complete the appropriate section on the application and send it with your
initial investment payable to the fund. Mail them to: State Street Bank,
ATTN: Phoenix-Zweig Government Cash Fund, P.O. Box 8301, Boston, MA
02266-8301.
----------------------------------------------------------------------------------------------------------------
</TABLE>
Phoenix-Zweig Government Cash Fund 9
<PAGE>
HOW TO SELL SHARES
- --------------------------------------------------------------------------------
You have the right to have the fund buy back shares at the net asset value next
determined after receipt of a redemption order by the fund's Transfer Agent or
an authorized agent. Subject to certain restrictions, shares may be redeemed by
telephone or in writing. In addition, shares may be sold through securities
dealers, brokers or agents who may charge customary commissions or fees for
their services. The fund does not charge any redemption fees on Class M Shares.
Payment for shares redeemed is made within seven days; however, redemption
proceeds will not be disbursed until each check used for purchases of shares has
been cleared for payment by your bank, which may take up to 15 days after
receipt of the check.
<TABLE>
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
TO SELL SHARES
(CLASS M SHARES ONLY)
- ------------------------------------ -----------------------------------------------------------------------------
<S> <C>
Through a financial advisor Contact your advisor. Some advisors may charge a fee and may set different
minimums on redemptions of accounts.
- ------------------------------------ -----------------------------------------------------------------------------
Through Sweep Programs Call us at (800)243-1574.
- ------------------------------------ -----------------------------------------------------------------------------
- ------------------------------------ -----------------------------------------------------------------------------
Through the mail Send a letter of instruction, with signature guarantees, and any share
certificates (if you hold certificate shares) to: State Street Bank, ATTN:
Phoenix-Zweig Government Cash Fund, P.O. Box 8301, Boston, MA 02266-8301.
Be sure to include the registered owner's name, fund and account number,
number of shares or dollar value you wish to sell.
- ------------------------------------ -----------------------------------------------------------------------------
Through express delivery Send a letter of instruction and any share certificates (if you hold
certificate shares) to: Boston Financial Data Services, Attn: Phoenix-Zweig
Government Cash Fund, 66 Brooks Drive, Braintree, MA 02184. Be sure to
include the registered owner's name, fund and account number.
- ------------------------------------ -----------------------------------------------------------------------------
By check Call us at (800)243-1574.
- ------------------------------------ -----------------------------------------------------------------------------
By telephone For sales up to $50,000 requests can be made by calling (800)243-1574.
- ------------------------------------ -----------------------------------------------------------------------------
</TABLE>
THINGS YOU SHOULD KNOW WHEN SELLING SHARES
- --------------------------------------------------------------------------------
You may realize a taxable gain or loss (for federal income tax purposes) if you
redeem shares of the fund. The fund reserves the right to pay large redemptions
"in-kind" (in securities owned by the fund rather than in cash). Large
redemptions are those over $250,000 or 1% of the fund's net assets. Additional
documentation will be required for redemptions by organizations, fiduciaries, or
retirement plans, or if redemption is requested by anyone but the shareholder(s)
of record. Transfers between broker-dealer "street" accounts are governed by the
accepting broker-dealer. Questions regarding this type of transfer should be
directed to your financial advisor. Redemption requests will not be honored
until all required documents in proper form have been received. To avoid delay
in redemption or transfer, shareholders having questions about specific
requirements should contact the fund's Transfer Agent at (800)243-1574.
10 Phoenix-Zweig Government Cash Fund
<PAGE>
REDEMPTIONS BY MAIL
Send a clear letter of instructions with a signature guarantee and any
applicable certificates.
If you are selling shares held in a corporate or fiduciary account, please
contact the fund's Transfer Agent at (800)243-1574.
The signature on your request must be guaranteed by an eligible guarantor
institution as defined by the fund's Transfer Agent in accordance with its
signature guarantee procedures. Currently, such procedures generally permit
guarantees by banks, broker dealers, credit unions, national securities
exchanges, registered securities associations, clearing agencies and savings
associations.
REDEMPTIONS BY CHECK
You may establish a Check Service with State Street Bank and Trust Company.
Checks must be in amounts of $500 or more. To obtain redemption checks, complete
an application form which can be obtained by calling us at (800)243-1574. When a
check is presented for payment, State Street will redeem full and fractional
shares in your account to cover the amount of the check. State Street will not
honor a check for less than $500 or for an amount exceeding the value of your
account at the time the check is presented. We reserve the right to impose a
service charge for check redemptions, stop payment orders and returned checks.
SELLING SHARES BY TELEPHONE
The Transfer Agent will use reasonable procedures to confirm that telephone
instructions are genuine. Address and bank account information are verified,
redemption instructions are taped, and all redemptions are confirmed in writing.
The maximum amount that may be redeemed by telephone is $50,000. The Transfer
Agent will redeem shares and mail proceeds to shareholders on the same day for
telephone redemptions received prior to 2:00 PM eastern time. Those received
after 2:00 PM eastern time will be processed the next business day.
The individual investor bears the risk from instructions given by an
unauthorized third-party that the Transfer Agent reasonably believed to be
genuine.
The Transfer Agent may modify or terminate the telephone redemption privilege at
any time with 60 days notice to shareholders.
During times of drastic economic or market changes, telephone redemptions may be
difficult to make or temporarily suspended.
AUTOMATICALLY THROUGH SWEEP PROGRAMS
Customers of participating securities dealers and banks may participate in sweep
programs by which an account with the dealer or bank is coordinated with an
account in the fund. Purchases and sales are made by the participating
securities dealer or bank as agent of their customer. For further information
about the sweep program, see the Statement of Additional Information or call us
at (800)243-1574.
Phoenix-Zweig Government Cash Fund 11
<PAGE>
ACCOUNT POLICIES
- --------------------------------------------------------------------------------
REDEMPTION OF SMALL ACCOUNTS
Due to the high cost of maintaining small accounts, if your account balance is
less than $10,000, you may receive a notice requesting you to bring the balance
up to $10,000 within 60 days. If you do not, the shares in the account will be
sold at net asset value, and a check will be mailed to the address of record.
INVESTOR SERVICES
- --------------------------------------------------------------------------------
INVESTO-MATIC is a systematic investment plan that allows you to have a
specified amount automatically deducted from your checking or savings account
and then deposited into your mutual fund account. Just complete the
Investo-Matic Section on the application and include a voided check.
SYSTEMATIC WITHDRAWAL PROGRAM allows you to periodically redeem a portion of
your account on a predetermined monthly, quarterly, semiannual, or annual basis.
Sufficient shares will be redeemed on the 15th of the month at the closing net
asset value so that the payment is made about the 20th of the month. The program
also provides for redemptions on or about the 10th, 15th, or 25th with proceeds
directed through Automated Clearing House (ACH) to your bank. The minimum
withdrawal is $25, and minimum account balance requirements continue.
Shareholders in the program must own fund shares worth at least $10,000.
DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------
The fund declares dividends of all its net investment income and short-term
capital gains and losses at 2:00 PM eastern time on each day the NYSE is open
for trading. Distributions are reinvested at net asset value on the last
business day of each month unless a shareholder elects to receive them in cash.
Distributions of income and short-term capital gains are taxable to shareholders
as ordinary income, whether taken in cash or reinvested. (The fund does not
expect to realize any long-term capital gains.) All distributions, cash or
additional shares, are subject to federal income tax and may be subject to
state, local and other taxes.
12 Phoenix-Zweig Government Cash Fund
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
These tables are intended to help you understand the fund's financial
performance over a five-year period. Certain information reflects financial
results for a single fund share. The total returns in the table represent the
rate that an investor would have earned or lost on an investment in the fund
(assuming reinvestment of all dividends and distributions). This information has
been audited by PricewaterhouseCoopers LLP, independent accountants. Their
report, together with the fund's financial statements, are included in the
fund's most recent Annual Report, which is available upon request.
<TABLE>
<CAPTION>
CLASS M
------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.05 0.05 0.05 0.05 0.05
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 0.05 0.05 0.05 0.05 0.05
----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.05) (0.05) (0.05) (0.05) (0.05)
----- ----- ----- ----- -----
Change in net asset value -- -- -- -- --
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
Total return (1) 4.77% 5.16% 5.22% 5.09% 5.32%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $146,314 $75,264 $56,599 $45,271 $48,515
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(2) 0.41% 0.41% 0.41% 0.40% 0.64%
Net investment income 4.71% 5.01% 5.09% 4.98% 5.20%
</TABLE>
- ------------
(1) Maximum sales charge is not reflected in total return calculation.
(2) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 0.66%, 0.69%,
0.73%, 0.72% and 0.74% for the periods ended December 31, 1999, 1998, 1997, 1996
and 1995, respectively.
Phoenix-Zweig Government Cash Fund 13
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.04 0.05 0.05 0.05 0.05
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 0.04 0.05 0.05 0.05 0.05
----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.04) (0.05) (0.05) (0.05) (0.05)
----- ----- ----- ----- -----
Change in net asset value -- -- -- -- --
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
Total return(1) 4.52% 4.91% 4.97% 4.83% 5.08%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $6,110 $8,290 $2,472 $3,360 $3,661
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(4) 0.65% 0.65% 0.65% 0.65% 0.87%
Net investment income 4.41% 4.75% 4.85% 4.73% 4.97%
</TABLE>
<TABLE>
<CAPTION>
CLASS B
---------------------------------------------------
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 4/8/96 TO
1999 1998 1997 12/31/96
---- ---- ---- ----------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.04 0.04 0.04 0.03
----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 0.04 0.04 0.04 0.03
----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.04) (0.04) (0.04) (0.03)
----- ----- ----- -----
Change in net asset value -- -- -- --
----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00
===== ===== ===== =====
Total return(1) 3.80% 4.18% 4.24% 3.03%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $4,650 $1,738 $336 $33
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(5) 1.35% 1.35% 1.35% 1.35%(2)
Net investment income 3.80% 3.97% 4.15% 4.03%(2)
</TABLE>
- ------------
(1) Maximum sales charge is not reflected in total return calculation.
(2) Annualized.
(3) Not annualized.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.09%, 1.30%,
1.74%, 1.31% and 1.34% for the periods ended December 31, 1999, 1998, 1997, 1996
and 1995, respectively.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.51%, 3.70%,
7.49% and 1.95% for the periods ended December 31, 1999, 1998, 1997 and 1996,
respectively.
14 Phoenix-Zweig Government Cash Fund
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CLASS C
---------------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.04 0.05 0.05 0.05 0.05
----- ----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 0.04 0.05 0.05 0.05 0.05
----- ----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.04) (0.05) (0.05) (0.05) (0.05)
----- ----- ----- ----- -----
Change in net asset value -- -- -- -- --
----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
Total return(1) 4.52% 4.91% 4.97% 4.83% 5.08%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $5,982 $6,624 $2,661 $4,535 $4,458
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(4) 0.65% 0.65% 0.65% 0.65% 0.87%
Net investment income 4.43% 4.73% 4.85% 4.73% 4.97%
</TABLE>
<TABLE>
<CAPTION>
CLASS I
--------------------------------------------------
FROM
INCEPTION
YEAR ENDED DECEMBER 31, 11/1/96 TO
1999 1998 1997 12/31/96
---- ---- ---- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00
----- ----- ----- -----
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.05 0.05 0.05 0.01
----- ----- ----- -----
TOTAL FROM INVESTMENT OPERATIONS 0.05 0.05 0.05 0.01
----- ----- ----- -----
LESS DISTRIBUTIONS
Dividends from net investment income (0.05) (0.05) (0.05) (0.01)
----- ----- ----- -----
Change in net asset value -- -- -- --
----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00
===== ===== ===== =====
Total return(1) 4.83% 5.23% 5.28% 0.80%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $2,146 $2,884 $100 $1,401
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(5) 0.35% 0.35% 0.35% 0.35%(2)
Net investment income 4.73% 5.15% 5.15% 5.03%(2)
</TABLE>
- ------------
(1) Maximum sales charge is not reflected in the total return calculation.
(2) Annualized.
(3) Not annualized.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.35%, 1.38%,
1.65%, 1.25% and 1.15% for the periods ended December 31, 1999, 1998, 1997, 1996
and 1995, respectively.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 0.67%, 1.47%,
0.82% and 0.73% for the periods ended December 31, 1999, 1998, 1997 and 1996,
respectively.
Phoenix-Zweig Government Cash Fund 15
<PAGE>
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
The fund has filed a Statement of Additional Information, dated May 1, 2000 with
the Securities and Exchange Commission. The Statement contains more detailed
information about the fund. It is incorporated into this prospectus by reference
and is legally part of the prospectus. You may obtain a free copy of the
Statement:
[arrow] by writing to Phoenix Equity Planning Corporation, 100 Bright Meadow
Blvd., P.O. Box 2200, Enfield, Connecticut 06083-2200, or
[arrow] by calling (800) 243-4361.
You may also obtain information about the fund from the Securities and Exchange
Commission:
[arrow] through its internet site (http://www.sec.gov),
[arrow] by visiting its Public Reference Room in Washington, DC,
[arrow] by writing to its Public Reference Section, Washington, DC 20549-0102
(a fee may be charged), or
[arrow] by electronic request at [email protected] (a fee may be charged).
Information about the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.
SHAREHOLDER REPORTS
The Trust semiannually mails to its shareholders detailed reports containing
information about the fund's investments. The Trust's Annual Report contains a
detailed discussion of the market conditions and investment strategies that
significantly affected the Trust's performance from January 1 through December
31. You may request a free copy of the Trust's Annual and Semiannual Reports:
[arrow] by writing to Phoenix Equity Planning Corporation, 100 Bright Meadow
Blvd., P.O. Box 2200, Enfield, Connecticut 06083-2200, or
[arrow] by calling (800) 243-4361.
CUSTOMER SERVICE: (800) 243-1574
MARKETING: (800) 243-4361
TELEPHONE ORDERS: (800) 367-5877
TELECOMMUNICATION DEVICE (TTY): (800) 243-1926
<TABLE>
<S> <C>
SEC File Nos. 2-93538 and 811-04116 [recycle logo] Printed on recycled paper using soybean ink
</TABLE>
16 Phoenix-Zweig Government Cash Fund
<PAGE>
PHOENIX EQUITY PLANNING CORPORATION
PO Box 2200
Enfield CT 06083-2200
[LOGO] PHOENIX
INVESTMENT PARTNERS
For more information about
Phoenix mutual funds, please call
your financial representative or
contact us at 1-800-243-4361 or
www.phoenixinvestments.com
PXP 1197 (5/00)
<PAGE>
PHOENIX-ZWEIG TRUST
PHOENIX-ZWEIG GOVERNMENT CASH FUND
CLASS M SHARES
900 Third Avenue, 31st Floor
New York, New York 10022
STATEMENT OF ADDITIONAL INFORMATION
May 1, 2000
This Statement of Additional Information is not a prospectus, but expands
upon and supplements the information contained in the current Prospectus of
Phoenix-Zweig Government Cash Fund (the "Fund"), dated May 1, 2000, which
describes the Class M Shares of the Fund, and should be read in conjunction with
it. This Statement of Additional Information describes the Class M Shares of the
Fund only. Class M Shares currently have no exchange feature, and may not be
exchanged for Class A, Class B, Class C or Class I Shares of the Fund, or shares
of any other fund of the Phoenix-Zweig Trust (the "Trust") or any other
Affiliated Phoenix Fund. The Fund's Prospectus may be obtained by calling
Phoenix Equity Planning Corporation ("Equity Planning") at (800) 243-1574 or by
writing to Equity Planning at 100 Bright Meadow Boulevard, P.O. Box 2200,
Enfield, CT 06083-2200.
TABLE OF CONTENTS
PAGE
The Trust ........................................................... 1
Investment Objectives and Policies .................................. 1
Performance ......................................................... 2
Performance Comparisons ............................................. 3
Investment Advisers ................................................. 3
Determination of Net Asset Value .................................... 4
How to Buy and Sell Shares .......................................... 5
Tax Sheltered Retirement Plans ...................................... 6
The Distributor and Distributions Plans ............................. 6
Management of the Trust ............................................. 7
Additional Information .............................................. 11
Customer Service and Marketing: (800) 243-1574
Telephone Orders: (800) 24301574
PXP1203 (5/00)
<PAGE>
THE TRUST
The Trust is an open-end management investment company which was organized in
1984 as a Massachusetts business trust, then reorganized as a Delaware business
trust in 1996.
The Fund's Prospectus describes the investment objectives of the
Phoenix-Zweig Government Cash Fund (the "Fund"), and summarizes the investment
policies and investment techniques the Fund will employ in seeking to achieve
its investment objective. The following discussion supplements the description
of the Fund's investment policies and investment techniques in the Prospectus.
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of the Fund is deemed to be a fundamental policy and
may not be changed without the approval of the shareholders of the Fund.
Investment restrictions described in this Statement of Additional Information
are fundamental policies of the Fund and may not be changed without the approval
of the Fund's shareholders.
REPURCHASE AGREEMENTS
Repurchase agreements involve purchases of securities by the Fund. In such a
transaction, at the time the Fund purchases the security, it simultaneously
agrees to resell and redeliver the security to the seller who also
simultaneously agrees to buy back the security at a fixed price and time. This
assumes a predetermined yield for the Fund during its holding period, since the
resale price is always greater than the purchase price and reflects an
agreed-upon market rate. Such transactions afford an opportunity for the Fund to
invest temporarily available cash. Repurchase agreements may be considered loans
to the seller collateralized by the underlying securities. The risk to the Fund
is limited to the ability of the seller to pay the agreed-upon sum on the
repurchase date; in the event of default, the repurchase agreement provides that
the Fund is entitled to sell the underlying collateral. If the value of the
collateral declines after the agreement is entered into, however, and if the
seller defaults under a repurchase agreement when the value of the underlying
collateral is less than the repurchase price, the Fund could incur a loss of
both principal and interest. The Adviser monitors the value of the collateral at
the time the transaction is entered into and at all times subsequent during the
term of the repurchase agreement in an effort to determine that the value of the
collateral always equals or exceeds the agreed-upon repurchase price to be paid
to the Fund. If the seller were to be subject to a federal bankruptcy
proceeding, the ability of the Fund to liquidate the collateral could be delayed
or impaired because of certain provisions of the bankruptcy laws. The Fund
intends to invest more than 20% of its assets in repurchase agreements only with
respect to obligations of the U.S. Government, its agencies or instrumentalities
and only with member banks of the Federal Reserve System or primary dealers in
U.S. Government securities. The Fund's repurchase agreements must be fully
backed by collateral (U.S. Government securities) that is marked to market, or
priced, each day.
U.S. TREASURY ISSUES
The Fund may invest in U.S. Treasury issues, such as bills, certificates of
indebtedness, notes and bonds, and issues of U.S. Government agencies and
instrumentalities which are established under the authority of an act of
Congress, such as the Bank for Cooperatives, Export-Import Bank of the U.S.,
Farmers Home Administration, Federal Financing Bank, Federal Home Loan Banks,
Federal Home Loan Mortgage Corp., Federal Housing Administration, Federal
Intermediate Credit Banks, Federal Land Banks, Federal National Mortgage
Association, Government National Mortgage Association (GNMA), Resolution Funding
Corp., Student Loan Marketing Association, Tennessee Valley Authority and the
U.S. Postal Service. Some of these securities, such as Federal Housing
Administration debenture obligations, are supported by the full faith and credit
of the U.S. Treasury; others, such as obligations of Federal Home Loan Banks,
are supported by the right of the issuer to borrow from the U.S. Treasury;
others, such as those of the Federal National Mortgage Association, are
supported by the discretionary authority of the U.S. Government to purchase the
agency's obligations; and still others, such as those of the Student Loan
Marketing Association, are supported only by the credit of the instrumentality.
The Fund will not invest in obligations of the International Bank for
Reconstruction and Development (the World Bank), the Asian Development Bank, or
the Inter-American Development Bank, or in FHA or VA pooled mortgages.
INVESTMENT RESTRICTIONS
The Fund has adopted certain restrictions and fundamental policies which
cannot be changed without a vote of a majority of its outstanding voting
securities. A majority for this purpose is defined as the lesser of: (a) 67% of
the shares represented at a meeting if at least 50% of all shares are
represented; or (b) more than 50% of all outstanding shares. However, these
policies may be modified by the Trustees without shareholder approval to the
extent necessary to facilitate the implementation of a master-feeder structure
for the Fund. Except as stated above with respect to a master-feeder structure,
the Fund may not:
o Purchase common stocks, preferred stocks, warrants, other equity
securities, state bonds, municipal bonds, industrial revenue bonds or corporate
bonds or debentures;
o Borrow money, except from banks for temporary purposes in an amount up to
10% of the value of its total assets. The Fund may only pledge its assets in an
amount up to 10% of the value of its total assets, and then only to secure such
borrowings. The
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Fund will borrow money only to accommodate requests to redeem shares to effect
an orderly liquidation of portfolio securities or to clear securities
transactions and not for leveraging purposes; accordingly, it is anticipated
that any such borrowing will be repaid before additional investments are made.
The Fund currently does not intend to borrow money to an extent exceeding 5% of
its total assets. The Fund may not issue any securities which would be deemed to
be senior securities in contravention of the 1940 Act;
o With respect to 75% of the value of its total assets, invest more than 5%
of the value of its total assets in the securities of any one issuer, except
securities issued or guaranteed as to the payment of principal and interest by
the U.S. Government, its agencies or instrumentalities;
o Sell securities short;
o Write or purchase put or call options;
o Underwrite the securities of other issuers;
o Purchase or sell real estate, real estate investment trust securities,
commodities or oil and gas interests;
o Make loans to others, except that engaging in permissible activities
specified in the Prospectus under the heading "Principal Investment Strategies"
and in this Statement of Additional Information under the headings "Investment
Objectives and Policies" and "Investment Restrictions" shall not be viewed as
loans for this purpose;
o Invest more than an aggregate of 10% of its net assets (taken at current
value) in repurchase agreements maturing in more than seven days and other
illiquid investments (such as non-negotiable certificates of deposit,
non-negotiable time deposits or other non-marketable securities);
o Invest in companies for the purpose of exercising control; or
o Invest in securities of other investment companies, except as they may be
acquired as part of a merger, consolidation or acquisition of assets.
The foregoing percentage restrictions apply at the time an investment is
made; a later increase or decrease in percentage may result from changes in
values or the Fund's net assets but will not be deemed to result in an
investment which is contrary to these restrictions.
PERFORMANCE
From time to time, the Trust determines a current yield and effective yield
for each class of shares of the Fund. For a further discussion of how the Trust
calculates yield, see "Pricing of Fund Shares" in the Prospectus.
The effective yield is an annualized yield based on a compounding of the
unannualized base period return. The effective yield will be slightly higher
than the yield or seven-day current yield because of the compounding effect of
the assumed reinvestment.
These yields are each computed in accordance with a standard method
prescribed by the rules of the Commission, by first determining the net change
in account value for a hypothetical account having a share balance of one share
at the beginning of a seven-day period (the "beginning account value"). The net
change in account value equals the value of additional shares purchased with
dividends from the original share and dividends declared on both the original
share and any such additional shares. The unannualized base period return equals
the net change in account value divided by the beginning account value. Realized
gains or losses or changes in unrealized appreciation or depreciation are not
taken into account in determining the net change in account value.
The yields are then calculated as follows:
Net Change in Account Value 365
Current Yield = --------------------------- X ---
Beginning Account Value 7
365
Effective Yield = [(1 + Base Period Return) ---] - 1
7
For the seven days ended December 31, 1999, the Fund's current and effective
(compounded) yields were 5.29% and 5.40%, respectively, for Class M Shares;
5.06% and 5.16%, respectively, for Class A Shares; 4.36% and 4.44%,
respectively, for Class B Shares; 5.06% and 5.16%, respectively, for Class C
Shares; and 5.36% and 5.48%, respectively, for Class I Shares.
Yield is a function of portfolio quality and composition, portfolio maturity
and operating expenses. Yields fluctuate and do not necessarily indicate future
results. While yield information may be useful in reviewing the performance of
the Fund, it may not provide a basis for comparison with bank deposits, other
fixed rate investments or other investment companies that may use a different
method of calculating yield.
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The investment results of the Class M, Class A, Class B, Class C and Class I
Shares of the Fund will tend to fluctuate over time, so that historical yields,
current distributions and total returns should not be considered representations
of what an investment may earn in any future period. Actual dividends will tend
to reflect changes in market yields, and will also depend upon the level of a
Class or the Fund's expenses, realized or unrealized investment gains and
losses, and the results of the Fund's investment policies. Thus, at any point in
time, investment yields, current distributions or total returns may be either
higher or lower than past results, and there is no assurance that any historical
performance record will continue.
PERFORMANCE COMPARISONS
The Trust, a Fund or Class of a Fund may, from time to time, include in
advertisements containing total return the ranking of those performance figures
relative to such figures for groups of mutual funds having similar investment
objectives as categorized by ranking services such as Lipper Analytical
Services, Inc., CDA Investment Technologies, Inc., Weisenberger Financial
Services, Inc., and rating services such as Morningstar, Inc. Additionally, the
Trust or a Fund may compare its performance results to other investment or
savings vehicles (such as certificates of deposit) and may refer to results
published in various publications such as Changing Times, Forbes, Fortune,
Money, Barrons, Business Week, Stanger's Mutual Fund Monitor, The Stanger
Register, Stanger's Investment Adviser, The Wall Street Journal, New York Times,
Consumer Reports, Registered Representative, Financial Planning, Financial
Services Weekly, Financial World, U.S. News and World Report, Standard and
Poor's The Outlook, Investor's Daily and Personal Investor. The total return may
be used to compare the performance of a Fund against certain widely acknowledged
outside standards or indices for stock and bond market performance, such as the
Standard & Poor's 500 Composite Stock Price Index (the "S&P 500"), Dow Jones
Industrial Average, Consumer Price Index, Lehman Brothers Corporate Index and
Lehman Brothers T-Bond Index. The S&P 500 is a commonly quoted measure of stock
market performance and represents common stocks of companies of varying sizes
segmented across 90 different industries which are listed on the New York Stock
Exchange, the American Stock Exchange and traded over the NASDAQ National Market
System.
INVESTMENT ADVISERS
Phoenix/Zweig Advisers LLC ("Phoenix/Zweig") (formerly Zweig/Glaser Advisers
LLC) is the investment adviser to the Fund and is located at 900 Third Avenue,
New York, NY 10022. As of December 31, 1999, Phoenix/Zweig was managing twelve
funds with net assets of approximately $1.8 billion and two closed-end funds
with assets in excess of $1.4 billion. Phoenix/Zweig has been managing funds
since September 1989.
Phoenix/Zweig is a wholly-owned subsidiary of Phoenix Investment Partners,
Ltd. (`PXP"), a Delaware corporation, located at 56 Prospect St., Hartford, CT
06115. PXP is a publicly-traded independent registered investment advisory firm
and has served investors for over 70 years. As of December 31, 1998, PXP had
approximately $64.6 billion in assets under management through its investment
partners: Aberdeen Fund Managers, Inc. (Aberdeen) in Aberdeen, London, Singapore
and Fort Lauderdale; Duff & Phelps Investment Management Co. (Duff & Phelps) in
Chicago and Cleveland; Roger Engemann & Associates, Inc. (Engemann) in Pasadena;
Seneca Capital Management LLC (Seneca) in San Francisco, Phoenix/Zweig in New
York; and Phoenix Investment Counsel, Inc. (Goodwin, Hollister, and Oakhurst
divisions) in Hartford, Sarasota, and Scotts Valley, CA, respectively.
Overall responsibility for the management and supervision of the Trust and
the Fund rests with the Trustees of the Phoenix-Zweig Trust (the "Trustees").
Phoenix/Zweig's services under its Management Agreement are subject to the
direction of the Trustees.
The Management Agreement will continue in effect for two years if
specifically approved annually by a majority of the Board of Trustees who are
not parties to such contract or interested persons of any such party. The
Management Agreement may be terminated without penalty by either of the parties
on 60 days' written notice and must terminate in the event of its assignment.
The Management Agreement was last approved by the Trustees on January 12, 1999
and by the shareholders on February 25, 1999.
The Management Agreement provides that the Adviser is liable only for its
acts or omissions caused by its willful misfeasance, bad faith, or gross
negligence in the performance of its duties or reckless disregard of its
obligations under the Management Agreement. The Management Agreement permits the
Adviser to render services to others and to engage in other activities.
Pursuant to the Management Agreement, the Adviser: (a) supervises and assists
in the management of the assets of the Fund, furnishes the Fund with research,
statistical and advisory services and provides regular reports to the Trustees;
(b) provides advice and assistance with the operations of the Trust, compliance
support, preparation of the Trust's registration statements, proxy materials and
other documents and advice and assistance of the Adviser's General Counsel; (c)
makes investment decisions for the Trust; (d) ensures that investments follow
the investment objective, strategies, and policies of the Fund and comply with
government regulations; (e) selects brokers and dealers to execute transactions
for the Fund; and (f) furnishes office facilities, personnel necessary to
provide advisory services to the Fund, personnel to serve without salaries as
officers or agents of the Trust and compensation and expenses of any Trustees
who are also full-time employees of the Adviser or any of its affiliates.
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The Fund's Subadviser is Zweig Consulting, LLC ("Zweig"). Its principal
offices are located at 900 Third Ave., New York, NY 10022. Zweig's services
under the Servicing Agreement are subject to the direction of both the Trustees
and Phoenix/Zweig. Under a Servicing Agreement with Phoenix/Zweig, Zweig's
duties to the Fund include promoting the interests of the Trust and research and
analysis.
In managing the assets of the Fund, the Adviser furnishes continuously an
investment program for the Fund consistent with the investment objectives and
policies of the Fund. More specifically, the Adviser determines from time to
time what securities shall be purchased for the Fund and what securities shall
be held or sold by the Fund. The Subadviser provides information that assists
the Adviser in determining dollar-weighted average portfolio maturity. Both the
Subadviser and Adviser are subject always to the provisions of the Trust's
Agreement and Declaration of Trust, By-Laws and its registration statement under
the 1940 Act and under the 1933 Act covering the Trust's shares, as filed with
the SEC, and to the investment objectives, policies and restrictions of the
Fund, as each of the same shall be from time to time in effect, and subject,
further, to such policies and instructions as the Trustees of the Trust may from
time to time establish. To carry out such determinations, the Adviser places
order for the investment and reinvestment of the Fund's assets.
The Trust pays the Adviser for its services pursuant to the Management
Agreement a monthly fee at the annual rate of 0.50% of the average daily net
assets of the Fund.
For services to the Fund during the fiscal years ended December 31, 1997,
1998 and 1999, the Adviser received fees of $257,892, $433,374 and $827,398,
respectively.
The Adviser has voluntarily undertaken to limit the expenses of the Fund
(exclusive of taxes, interest, brokerage commissions, 12b-1 fees and
extraordinary expenses) until April 30, 2001 to 0.35% of its average daily net
assets. During the years ended December 31, 1997, 1998 and 1999, the Adviser's
reimbursements to the Fund aggregated $251,454, $296,837 and $489,015,
respectively. The Adviser reserves the right to discontinue this policy at any
time after April 30, 2001.
The Adviser may draw upon the resources of the Distributor and its qualified
affiliates in rendering its services to the Trust. The Distributor or its
affiliates may provide the Adviser (without charge to the Trust) with investment
information and recommendations that may serve as the principal basis for
investment decisions with respect to certain assets of the Trust.
The Trust, its Adviser and Subadviser, and Distributor have each adopted a
Code of Ethics pursuant to Rule 17-j1 under the Investment Company Act of 1940.
Personnel subject to the Codes of Ethics may purchase and sell securities for
their personal accounts, including securities that may be purchased, sold or
held by the Fund, subject to certain restrictions and conditions. Generally,
personal securities transactions are subject to preclearance procedures,
reporting requirements and holding period rules. The Codes also restrict
personal securities transactions in private placements, initial public offerings
and securities in which the Fund has a pending order.
DETERMINATION OF NET ASSET VALUE
The net asset value per share of each class of shares is determined as of
2:00 p.m. eastern time and as of the close of regular trading on the New York
Stock Exchange ("NYSE") (normally 4:00 PM eastern time) on each day that the
NYSE is open. The NYSE is closed on the following holidays (or the weekdays on
which these holidays are celebrated when they fall on a weekend): New Year's
Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
The Board of Trustees ("the Board") has determined that it is in the best
interests of the Fund and its shareholders to seek to maintain a stable net
asset value per share, and that the appropriate method for valuing portfolio
securities is the amortized cost method, provided that such method continues to
fairly reflect the market-based net asset value per share. The Board shall
continuously review this method of valuation and make changes that may be
necessary to assure that the Fund's instruments are valued at their fair value
as determined by the Board in good faith.
The Board has determined that the Fund will comply with the conditions of
Rule 2a-7 under the Act regarding the amortized cost method of valuing portfolio
securities. Under Rule 2a-7, the Board is obligated, as a particular
responsibility within the overall duty of care owed to the Fund's shareholders,
to establish procedures reasonably designed, taking into account current market
conditions and the Fund's investment objectives, to stabilize the net asset
value per share of the Fund for purposes of distribution and redemption, at
$1.00 per share. These procedures include periodically monitoring, as the Board
deems appropriate, at such intervals as are reasonable in light of current
market conditions, the relationship between the net asset value per share based
upon the amortized cost method of valuation and the net asset value per share
based upon available indications of market value. The Board will consider what
steps should be taken, if any, in the event of a difference of more than 1/2 of
1% between the amortized cost value and the market value per share. The Board
will take such steps as it considers appropriate (e.g., redemption in kind,
selling portfolio instruments prior to maturity to realize capital gains or
losses, shortening the average portfolio maturity, withholding dividends, or
utilizing a net asset value per share determined by using market quotations) to
minimize any material dilution or other unfair results that might arise from
differences between the net asset value per share based upon the amortized cost
method of valuation and the net asset value per share based upon market value.
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Rule 2a-7 requires that a dollar-weighted average portfolio maturity of not
more than 90 days, appropriate to the objective of maintaining a stable net
asset value of $1.00 per share, be maintained, and precludes the purchase of any
instrument with a remaining time to maturity of more than 397 calendar days.
However, the underlying securities used as collateral for repurchase agreements
are not subject to these restrictions, because a repurchase agreement is deemed
to have a maturity equal to the period remaining until the date on which the
repurchase of the underlying securities is deemed to occur. Should the
disposition of a portfolio security result in a dollar-weighted average
portfolio maturity of more than 90 days, the Fund will invest its available cash
in a manner that will reduce such average maturity to 90 days or less as soon as
reasonably practicable. Rule 2a-7 also requires the Fund to limit its
investments to instruments that the Board determines present minimal credit
risks and that have been given one of the two highest rating categories by
nationally recognized statistical rating organizations, or, in the case of
instruments that are not so rated, are of comparable quality as determined under
procedures established by the Board.
It is the normal practice of the Fund to hold portfolio securities to
maturity and realize their par values, unless a prior sale or other disposition
thereof is mandated by redemption requirements or other extraordinary
circumstances. A debt security held to maturity is redeemable by its issuer at
its principal amount plus accrued interest. Under the amortized cost method of
valuation traditionally employed by institutions for valuation of money market
instruments, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated daily yield on shares of the
Fund (computed by dividing the annualized daily income on the Fund's portfolio
by the net asset value computed as above) may tend to be higher than a similar
computation made by utilizing a method of valuation based upon market prices and
estimates. The Fund may, to a limited extent, engage in short-term trading to
attempt to take advantage of short-term market variations, or may dispose of a
portfolio security prior to its maturity if the Adviser believes such
disposition advisable, or necessary to generate cash to satisfy redemptions. In
such cases, the Fund may realize a gain or loss.
Class M Shares are entitled to dividends as declared by the Board and, on
liquidation of the Fund, are entitled to receive their share of the net assets
of the Fund. Shareholders have no preemptive rights. The Trust's fiscal year
ends on December 31.
HOW TO BUY AND SELL SHARES
Reference is made to the materials in the Prospectus under the headings "How
to Buy Shares" and "How to Redeem Shares," which describe the methods of
purchase and redemption of Fund shares. The following is additional information
related to certain of those methods. Class M Shares are not exchangeable with
any of the Phoenix-Zweig Funds or any other Affiliated Phoenix Fund.
SWEEP PROGRAMS
Class M Shares of the Fund may be purchased through certain participating
securities dealers and/or banks (Institutions) which have established sweep
programs under which cash in their customers' accounts may be automatically
invested in the Fund. The customers' rights under these programs are governed by
the provisions of the particular Institution's program and the details of the
programs vary. The description below, while generally followed, should be
considered as illustrative of how such programs work, but may not be true of a
particular program.
Typically, in these programs each participating customer, pursuant to an
agreement executed with a particular Institution, becomes the beneficial owner
of specific shares of the Fund which may be purchased, redeemed and held by the
Institution in accordance with the customer's instructions and may fully
exercise all rights as a shareholder. The participating Institution holds shares
registered in its name, as agent for the customer, on the books of the Fund. A
statement regarding the customer's shares is generally supplied to the customer
monthly, and confirmations of all transactions for the account of the customer
normally are available to the customer promptly upon request. In addition, each
customer is sent proxies, periodic reports and other information from the Trust
with regard to the shares. The customer's shares are fully assignable and may be
encumbered by the customer. The sweep agreement can be terminated by the
customer at any time, without affecting beneficial ownership of the shares. In
order to obtain the benefits of this service, a customer typically is required
to maintain a minimum balance subject to a monthly maintenance fee, or a higher
minimum balance for which no monthly fee would be imposed. In either case, a
penalty fee is imposed if the minimum is not maintained. In general, the
automatic investment in shares of the Fund occurs on the same day that
withdrawals are made from the customer's account by the participating
Institution, but there may be a greater time lag between the removal of funds
from an account and their investment in shares of the Fund. Depending on the
particular program of the participating Institution, the customer may or may not
earn interest on the funds being swept during this lag.
All agreements which relate to the service are with the participating
Institution. Neither the Distributor nor the Fund is a party to any of those
agreements and no part of the compensation received by the participating
Institution flows to the Fund or to the Distributor or to any of their
affiliates either directly or indirectly. Information concerning those programs
and any related charges or fees is provided by the particular Institution prior
to purchases of the Class M Shares. Any fees charged by a participating
Institution effectively reduces the Fund's yield for those customers.
If a participating bank were prohibited from offering the sweep program, it
is expected that customers of the participating bank who seek to invest in the
Fund would have to purchase and redeem shares directly through the Fund's
transfer agent, State Street Bank and Trust Company.
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CHECK SERVICE
An investor may request in writing that the Fund establish a check service
("Check Service") with Equity Planning as agent to draw against the investor's
Fund account. Upon receipt of such request, the Fund will provide checks
("Checks"). Checks may be made payable to the order of anyone in an amount of
$500 or more. Class M Shares held under retirement plans or IRAs are not
eligible for the Check Service. The Check Service is subject to Equity
Planning's customary rules and regulations governing checking accounts, and the
Fund and Equity Planning each reserve the right to change or suspend the Check
Service. The Check Service may be discontinued at any time or for any investor.
The Check Service does not create a checking or other bank account relationship
between the shareholder and Equity Planning or the Fund.
When a Check is presented to Equity Planning for payment, through normal
banking channels, Equity Planning, as the investor's agent, causes the Fund to
redeem at the net asset value a sufficient number of full and fractional Class M
Shares to cover the amount of the Check. If there is an insufficient number of
shares in your account, the Check is marked insufficient funds and is returned
unpaid to the presenting bank. Checks will only clear Equity Planning if drawn
against funds which have been invested for at least 15 days, except for wire
investments. Cancelled (paid) Checks are returned to you; however, this practice
may be discontinued in the future or a charge for such service may be imposed.
By requesting the Check Service, you agree to indemnify and hold harmless Equity
Planning, the Fund, and any of their agents from any liability for honoring
Checks or for effecting or facilitating redemptions pursuant to the Check
Service or for returning Checks which have not been accepted. The Check Service
enables you to receive the daily dividends declared on the shares to be redeemed
until the day that the Check is presented to Equity Planning for payment. Since
the aggregate amount in your account changes each day because of the daily
dividend, you should not attempt to withdraw the full amount in your account by
using the Check Service.
The Fund reserves the right in its sole discretion to reject any purchase
order in whole or in part for any reason that it deems sufficient and to change
the minimum investment and subsequent purchases in the Fund.
No stock certificates will be issued unless specifically requested in writing
by an investor. Instead, an account will be established for each investor and
all shares purchased or received, including those obtained through reinvestment
of distributions, will be registered on the books of the Fund and credited to
such account.
TAX SHELTERED RETIREMENT PLANS
Shares of the Trust are offered in connection with the following qualified
prototype retirement plans: IRA, Rollover IRA, SEP-IRA, SIMPLE IRA, Roth IRA,
401(k), Profit-Sharing, Money Purchase Pension Plans and 403(b) Retirement
Plans. Write or call Equity Planning at (800) 243-1574 for further information
about the plans.
THE DISTRIBUTOR AND DISTRIBUTION PLANS
Pursuant to its Distribution Agreement with the Trust (the "Distribution
Agreement"), Phoenix Equity Planning Corporation ("Equity Planning" or the
"Distributor") acts as distributor of the Trust's shares. The Distribution
Agreement naming Equity Planning as Distributor was last approved by the
Trustees on January 12, 1999.
The Trust has adopted a separate Rule 12b-1 Plan for the Class M Shares (the
"Class M Plan"). The Class M Plan provides that the Distributor may enter into
Service Agreements with securities dealers, financial institutions, banks, and
other industry professionals for distribution, promotion and administration of
and/or servicing investors in Class M Shares. Service payments under the Class M
Plan are paid in equal amounts by the Fund and the Adviser, or the Fund and the
Adviser reimburse the Distributor equally for service payments to a service
organization, in an amount not exceeding 0.30% per annum of the average daily
net asset value of the Class M Shares. The Class M Plan also provides that the
Fund will pay the costs and expenses connected with the printing and
distribution of the Fund's prospectuses, shareholder reports, and any
promotional material for other than current Fund shareholders, in an amount not
to exceed $100,000 per annum. The Trust has also adopted a distribution plan for
the Class A and Class C Shares, and for the Class B Shares of the Fund (the
"Class A and C and Class B Plans"), in accordance with Rule 12b-1 under the 1940
Act, to compensate the Distributor for the services it provides and for the
expenses it bears under the Distribution Agreement. Each class of shares subject
to the Class A and C and Class B Plans pays a service fee at the rate of 0.25%
per annum of the daily average net assets of such class and a distribution fee
based on average daily net assets at the following rates: for Class A Shares,
0.05% per annum; for Class B Shares, 0.75% per annum, and for Class C Shares,
0.05% per annum.
A report of the amounts expended under the Class M Plan and the Class A and
Class C and Class B Plans (collectively, the "Plans") must be made to the Board
of Trustees and reviewed by the Board at least quarterly. In addition, the Plans
provide that they may not be amended to increase materially the costs which the
Trust may bear for distribution pursuant to the Plans without shareholder
approval and that other material amendments to the Plans must be approved by a
majority of the Board, including a majority of the Board who are neither
interested persons of the Trust (as defined in the 1940 Act) nor have any direct
or indirect financial interest in the operation of the Plans (the "Qualified
Trustees"), by vote cast in person at a meeting called for the purpose of
considering such amendments.
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The Plans are subject to annual approval by a majority of the Board of
Trustees, including a majority of the Qualified Trustees, by vote cast in person
at a meeting called for the purpose of voting on the Plans. The Plans are
terminable at any time by vote of a majority of the Qualified Trustees or, with
respect to any Class of a Series, by vote of a majority of the shares of such
Class. Pursuant to the Plans, any new trustees who are not interested persons
must be nominated by existing trustees who are not interested persons. If the
Plans are terminated (or not renewed) with respect to one or more Classes of
shares, they may continue in effect with respect to any Class or Fund as to
which they have not been terminated (or have been renewed).
Benefits from the Plans may accrue to the Trust and its shareholders from the
growth in assets due to sales of shares to the public pursuant to the Plans.
Increases in a Fund's net assets from sales pursuant to its Plan may benefit
shareholders by reducing per share expenses, permitting increased investment
flexibility and diversification of the Fund's assets, and facilitating economies
of scale (e.g., block purchases) in the Fund's securities transactions. Under
their terms, the Plans will continue from year to year, provided that such
continuance is approved annually by a vote of the Trustees in the manner
described above. The continuance of the Plan was last approved by the Board of
Trustees, including a majority of the Qualified Trustees, at a meeting held on
February 28, 2000. The adoption of the Class M Plan was approved by the Board of
Trustees at a meeting held on December 14, 1993, and was approved by the initial
shareholders of the Class M Shares on April 25, 1994. Prior to approving the
continuance of the Plan and the adoption of the Class M Plan, the Board
requested and received from the Distributor all the information which it deemed
necessary to arrive at an informed determination as to such continuance and
adoption of the Plans. In making its determination to continue the Plan, the
Board considered, among other factors: (1) the Trust's experience under the Plan
and the previous Rule 12b-1 Plan for the Class A Shares of the Trust, and
whether such experience indicates that the Plans would operate as anticipated;
(2) the benefits the Trust had obtained under the Plan and the previous Class A
Rule 12b-1 Plan and would be likely to obtain under the Plans; (3) what services
would be provided under the Plans by the Distributor to the Trust and its
shareholders; and (4) the reasonableness of the fees to be paid to the
Distributor for its services under the Plans. Based upon its review, the Board,
including each of the Qualified Trustees, determined that the continuance of the
Plan would be in the best interest of the Trust, and that there was a reasonable
likelihood that the Plans would benefit the Trust and its shareholders. In the
Board's quarterly review of the Plans, they will consider their continued
appropriateness and the level of compensation provided therein.
Because all amounts paid pursuant to the Plans are paid to the Distributor,
the Distributor and its officers, directors and employees, all may be deemed to
have a direct or indirect financial interest in the operation of the Plans. None
of the Trustees who is not an interested person of the Trust has a direct or
indirect financial interest in the operation of the Plans.
The Board of Trustees has also adopted a Rule 18f-3 Multi-Class Share Plan
permitting the issuance of shares in multiple classes.
MANAGEMENT OF THE TRUST
The Trustees have responsibility for management of the business of the Trust.
The officers of the Trust are responsible for its day to day operations. Set
forth below is certain information concerning the Trustees and officers.
TRUSTEES AND OFFICERS
<TABLE>
<CAPTION>
POSITION WITH
NAME, ADDRESS AND AGE THE TRUST PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- --------------------- --------- ----------------------------------------
<S> <C> <C>
James Balog (71) Trustee Retired; Director and Member of the Audit, Investment, Stock
2205 N. Southwinds Blvd. Option and Compensation Committees of Transatlantic Holdings,
Vero Beach, FL 32963 Inc. (reinsurance); Director and Member of the Executive
Committee of Elan, Plc (pharmaceuticals); Director and Member
of the Executive and Investment & Credit Committees of Great
West Life and Annuity Insurance Company; Member of the
Technical Advisory Board of Galen Partners (health care) and
Trustee of the Phoenix-Euclid Funds. Former Director, Chairman
of the Audit Committee and Member of the Executive Committee of
A.L. Pharma, Inc. (health care); Chairman of 1838 Investment
Advisors, L.P. and Chairman of Lambert Brussels Capital
Corporation (investments).
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH
NAME, ADDRESS AND AGE THE TRUST PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- --------------------- --------- ----------------------------------------
<S> <C> <C>
Claire B. Benenson (81) Trustee Consultant on Financial Conferences, The New School for Social
870 U.N. Plaza Research. Director of The Burnham Fund Inc. and Trustee of the
New York, NY 10017 Phoenix-Euclid Funds. President of the Money Marketeers of New
York University. Trustee of Simms Global Fund and Director of
Phoenix-Zweig Government Cash Fund Inc. Former Director of
Financial Conferences and Chairman, Department of Business and
Financial Affairs, The New School for Social Research.
S. Leland Dill (69) Trustee Trustee and Chairman of the Audit Committee of Deutsche Asset
5070 North Ocean Dr. Management mutual funds. Trustee, Phoenix-Euclid Funds. Former
Singer Island, FL 33404 Director and Chairman of the Audit Committee of Coutts & Co.
Trust Holdings Limited, Coutts & Co. Group, Coutts & Co.
International (USA) (private banking). Former partner of Peat
Marwick Mitchell & Co. and Director of Zweig Cash Fund Inc. and
Vintners International Company, Inc. (winery).
*Philip R. McLoughlin (53) Trustee Chairman (1997-present), Vice Chairman (1995-1997) and Chief
56 Prospect Street Executive Officer (1995-present), Phoenix Investment Partners,
Hartford, CT 06115 Ltd. Director (1994-present) and Executive Vice President,
Investments (1998-present), Phoenix Home Life Mutual Insurance
Company. Chairman, Phoenix-Zweig Trust (2000-present).
Director/Trustee and President, Phoenix Funds (1989-present).
Trustee and President, Phoenix-Aberdeen Series Fund and Phoenix
Duff & Phelps Institutional Mutual Funds (1996-present).
Director, Duff & Phelps Utilities Tax-Free Income Inc.
(1995-present) and Duff & Phelps Utility and Corporate Bond Trust
Inc. (1995-present). Trustee, Phoenix-Seneca Funds
(1999-present). Director (1983-present) and Chairman
(1995-present), Phoenix Investment Counsel, Inc. Director
(1984-present) and President (1990-present), Phoenix Equity
Planning Corporation. Chairman and Chief Executive Officer,
Zweig/Glaser Advisers LLC (1999-present). Director, Phoenix
Realty Group, Inc. (1994-present), Phoenix Realty Advisors, Inc.
(1987-present), Phoenix Realty Investors, Inc. (1994-present),
Phoenix Realty Securities, Inc. (1994-present), PXRE Corporation
(Delaware) (1985-present) and World Trust Fund (1991-present).
Director and Executive Vice President, Phoenix Life and Annuity
Company (1996-present). Director and Executive Vice President,
PHL Variable Insurance Company (1995-present). Director, Phoenix
Charter Oak Trust Company (1996-present). Director and Vice
President, PM Holdings, Inc. (1985-present). Director and
President, Phoenix Securities Group, Inc. (1993-1995). Director
(1992-present) and President (1992-1994), W.S. Griffith & Co.,
Inc. Director, PHL Associates Inc. (1995-present).
Donald B. Romans (69) Trustee President of Romans & Company, (private investors and financial
233 East Wacker Dr. consultants); Director of the Burnham Fund Inc. and Trustee of
Chicago, IL 60601 the Phoenix-Euclid Funds. Former Consultant to and Executive
Vice President and Chief Financial Officer of Bally
Manufacturing Corporation, and Director of Phoenix-Zweig
Government Cash Fund Inc.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH
NAME, ADDRESS AND AGE THE TRUST PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- --------------------- --------- ----------------------------------------
<S> <C> <C>
Martin E. Zweig (57) President President of the Subadviser; Chairman of the Board and
900 Third Avenue President of The Zweig Total Return Fund, Inc. and The Zweig
New York, NY 10022 Fund, Inc.; Managing Director of Zweig-DiMenna Associates LLC;
President of Zweig-DiMenna International Managers, Inc.;
Zweig-Di Menna Associates, Inc. and Gotham Advisors, Inc.;
Member of the Undergraduate Executive Board of the Wharton
School, University of Pennsylvania; Trustee, Manhattan
Institute. Former President of Zweig Cash Fund Inc. Former
President and Director of Zweig Advisors Inc., Zweig Total
Return Advisors, Inc. and Zweig Securities Advisory Services
Inc. General Partner of Zweig Katzen Investors, L.P.; Former
Chairman of the Adviser and Euclid Advisors LLC..
Michael E. Haylon (42) Executive Vice Director and Executive Vice President--Investments, Phoenix
56 Prospect Street President Investment Partners, Ltd. (1995-present). Executive Vice
Hartford, CT 06115 President, Zweig/Glaser Advisers LLC (1999-present). Director
(1994-present), President (1995-present), Executive Vice
President (1994-1995), Vice President (1991-1994), Phoenix
Investment Counsel, Inc. Director, Phoenix Equity Planning
Corporation (1995-present). Executive Vice President, Phoenix
Funds (1993-present) and Phoenix-Aberdeen Series Fund
(1996-present). Executive Vice President (1997-present), Vice
President (1996-1997), Phoenix Duff & Phelps Institutional
Mutual Funds. Senior Vice President, Securities Investments,
Phoenix Home Life Mutual Insurance Company (1993-1995).
William R. Moyer (56) Executive Vice Executive Vice President and Chief Financial Officer
100 Bright Meadow Blvd. President (1999-present), Senior Vice President and Chief Financial
P.O. Box 2200 Officer, Phoenix Investment Partners, Ltd. (1995-1999).
Enfield, CT 06083-2200 Director (1998-present), Senior Vice President, Finance
(1990-present), Chief Financial Officer (1996-present), and
Treasurer (1994-1996 and 1998-present), Phoenix Equity Planning
Corporation. Director (1998-present), Senior Vice President
(1990-present), Chief Financial Officer (1996-present) and
Treasurer (1994-present), Phoenix Investment Counsel, Inc.
Senior Vice President and Chief Financial Officer, Duff &
Phelps Investment Management Co. (1996-present). Vice
President, Phoenix Funds (1990-present), Phoenix-Duff & Phelps
Institutional Mutual Funds (1996-present), Phoenix-Aberdeen
Series Fund (1996-present). Senior Vice President and Chief
Financial Officer, W.S. Griffith & Co., Inc. (1992-1995) and
Townsend Financial Advisers, Inc. (1993-1995). Vice President,
Investment Products Finance, Phoenix Home Life Mutual Insurance
Company (1990-1995).
John F. Sharry (47) Executive Vice President, Retail Division (1999-present), Executive Vice
56 Prospect Street President President, Retail Division (1997-1999), Phoenix Investment
Hartford, CT 06115 Partners, Ltd. Managing Director, Retail Distribution, Phoenix
Equity Planning Corporation (1995-1997). Executive Vice
President, Phoenix Funds and Phoenix-Aberdeen Series Funds
(1998-present). Managing Director, Director and National Sales
Manager, Putnam Mutual Funds (1992-1995).
Carlton Neel (32) Senior Vice President First Vice President of the Adviser. Former Vice President of
900 Third Avenue Zweig Advisors Inc. and Zweig Total Return Advisors, Inc.
New York, NY 10022 Former Vice President of J.P. Morgan & Co., Inc.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH
NAME, ADDRESS AND AGE THE TRUST PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- --------------------- --------- ----------------------------------------
<S> <C> <C>
Barry Mandinach (43) First Vice President Executive Vice President of PXP Securities Corp., Senior Vice
900 Third Avenue President of the Adviser and Euclid Advisors LLC, and First
New York, NY 10022 Vice President of the Phoenix-Euclid Funds.
Beth Abraham (44) Assistant Vice President Assistant Vice President of The Adviser and the Phoenix-Euclid
900 Third Avenue Funds. Former self-employed consultant to the mutual fund
New York, NY 10022 industry.
David O'Brien (35) Assistant Vice President Assistant Vice President of Phoenix-Euclid Funds. Assistant
900 Third Avenue Portfolio Manager of Phoenix-Euclid Market Neutral Fund, the
New York, NY 10022 Phoenix-Zweig Strategy Fund, Phoenix-Zweig Appreciation Fund
and Phoenix-Zweig Growth & Income Fund. Formerly, Assistant
Vice President, PaineWebber (1993-1998).
Marc Baltuch (54) Secretary Director and President of Watermark Securities, Inc. Secretary
900 Third Avenue of Phoenix-Euclid Funds; Assistant Secretary of Gotham
New York, NY 10022 Advisors, Inc. Former First Vice President of the Adviser and
of Zweig/Glaser Advisers LLC; Secretary of Zweig Cash Fund Inc.
Former First Vice President, Chief Compliance Officer and
Secretary of PXP Securities Corp.
Nancy G. Curtiss (47) Treasurer Vice President, Fund Accounting (1994-present) and Treasurer
(1996-present), Phoenix Equity Planning Corporation. Treasurer,
Phoenix Funds (1994-present) and Phoenix Duff & Phelps
Institutional Mutual Funds (1995-present). Second Vice
President and Treasurer, Fund Accounting, Phoenix Home Life
Mutual Insurance Company (1994-1995). Various positions with
Phoenix Home Life Insurance Company (1987-1994).
</TABLE>
*Designates a trustee who is an interested person of the trust within the
meaning of the 1940 Act.
COMPENSATION OF TRUSTEES AND OFFICERS
For the fiscal year ended December 31, 1999, the fees and expenses of
disinterested trustees, as a group, were $73,000. Those trustees and officers of
the Trust who are affiliated with the Subadviser or the Adviser are not
separately compensated for their services as trustees or officers of the Trust.
The Trust currently pays each of its disinterested trustees a fee of $5,000 per
year, plus $1,500 per meeting attended ($500 per phone meeting) and reimburses
their expenses for attendance at meetings, all of which is prorated on the basis
of the assets of each fund. In addition, each such trustee receives a fee of
$1,000 per year from each fund. Trustees may be removed from office at any
meeting of shareholders by a vote of two-thirds of the outstanding shares of the
Trust. Except as set forth above, the trustees shall continue to hold office and
may appoint their successors.
For the Trust's last fiscal year, the Trustees received the following
compensation:
<TABLE>
<CAPTION>
PENSION OR
AGGREGATE RETIREMENT BENEFITS ESTIMATED TOTAL
COMPENSATION ACCRUED AS PART ANNUAL BENEFITS COMPENSATION
NAME FROM THE TRUST OF FUND EXPENSES UPON RETIREMENT PAID TO TRUSTEES
---- -------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
James Balog $17,500 $22,500
Claire B. Benenson $18,500 None None $24,000
S. Leland Dill $18,500 for any for any $24,000
Eugene J. Glaser* $0 Trustee Trustee $0
Donald B. Romans $18,500 $24,000
</TABLE>
- ------------
*"Interested Person" as defined under the Investment Company Act.
10
<PAGE>
At April 5, 2000, except for Dr. Martin E. Zweig, the Trustees and officers
as a group owned less than 1% of any Class of any Fund of the Trust.
PRINCIPAL SHAREHOLDERS
The following table sets forth information as of April 5, 2000 with respect
to each person who beneficially or of record owns 5% or more of any class of the
Fund's equity securities.
<TABLE>
<CAPTION>
NAME OF SHAREHOLDER FUND AND CLASS PERCENT OF FUND
- ------------------- -------------- ---------------
<S> <C>
Banque Carnegie Luxembourg Government Cash Fund--Class A 35.61%%
5 Place de la Gare
P.O. Box 1141
Luxembourg L-1011
Hare & Co. Government Cash Fund--Class M 16.98%
Bank of New York
Attn STIF/Master Note
1 Wall Street, Fl. 2
New York, NY 10005
Pain Webber FBO Government Cash Fund--Class B 5.69%
Virginia B. Bunner
1602 Augusta Dr.
Prudential Securities inc. FBO Government Cash Fund--Class A 9.05%
Trout Trading Fd. Pledged Coll. Acct.
For Credit Lyonnais
Washington Mall West
Reid St.
Bermuda
Prudential Securities Inc. FBO Government Cash Fund--Class A 9.05%
Trout Trading Fd. Pledged Coll. Acct.
For Credit Lyonnais
Washington Mall One
Church St. 4th Floor
Hamilton HM11
State Street Bank & Trust Co. Cust. Government Cash Fund--Class C 7.10%
Rana J. Khan
3722 August Lane
Elkhart, IN 46517-3854
Martin E. Zweig and immediate family Government Cash Fund--Class I 58.41%
900 Third Avenue Government Cash Fund--Class M 49.85%
New York, NY 10022
Martin E. Zweig & Jeffrey Perry TTE Government Cash Fund--Class I 40.38%
Zweig-DeMenna Associates Inc.
Retirement Trust MMP
Attn: Michael Link
900 Third Avenue
New York, NY 10022
</TABLE>
ADDITIONAL INFORMATION
CAPITAL STOCK
The capitalization of the Trust consists solely of an unlimited number of
shares of beneficial interest. The Trust currently offers shares in different
Funds and different classes of those Funds. Holders of shares of a Fund have
equal rights with regard to voting, redemptions, dividends, distributions, and
liquidations with respect to that Fund. Shareholders of all Funds vote on the
election of Trustees. On matters affecting an individual Fund (such as approval
of an investment advisory agreement or a change in fundamental investment
policies) and on matters affecting an individual class (such as approval of
matters relating to a Plan of Distribution for a particular class of shares), a
separate vote of that Fund or Class is required. The Trust does not hold regular
11
<PAGE>
meetings of shareholders. The Trustees will call a meeting when at least 10% of
the outstanding shares so request in writing. If the Trustees fail to call a
meeting after being so notified, the Shareholders may call the meeting. The
Trustees will assist the Shareholders by identifying other shareholders or
mailing communications, as required under Section 16(c) of the 1940 Act.
Shares are fully paid, nonassessable, redeemable and fully transferable when
they are issued. Shares do not have cumulative voting rights, preemptive rights
or subscription rights. The assets received by the Trust for the issue or sale
of shares of each Fund, and any class thereof and all income, earnings, profits
and proceeds thereof, are allocated to such Fund, and class, respectively,
subject only to the rights of creditors, and constitute the underlying assets of
such Fund or class. The underlying assets of each Fund are required to be
segregated on the books of account, and are to be charged with the expenses in
respect to such Fund and with a share of the general expenses of the Trust. Any
general expenses of the Trust not readily identifiable as belonging to a
particular Fund or class will be allocated by or under the direction of the
Trustees as they determine fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the
shareholders of a business trust such as the Trust may be personally liable for
debts or claims against the Trust. The Declaration of Trust provides that
shareholders shall not be subject to any personal liability for the acts or
obligations of the Trust and that every written agreement, undertaking or
obligation made or issued by the Trust shall contain a provision to that effect.
The Declaration of Trust provides for indemnification out of the Trust property
for all losses and expenses of any shareholder held personally liable for the
obligations of the Trust. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability, which is considered remote, is limited
to circumstances in which the Trust itself would be unable to meet its
obligations.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, NY 10036,
serves as the independent accountants for the Trust. PricewaterhouseCoopers LLP
audits the Trust's annual financial statements and expresses an opinion thereon.
CUSTODIAN AND TRANSFER AGENT
The Bank of New York, One Wall Street, New York, New York 10286, serves as
custodian of the Trust's assets.
Phoenix Equity Planning Corporation ("PEPCO"), 100 Bright Meadow Boulevard,
P.O. Box 2200, Enfield, CT 06083-2200, serves as Transfer Agent for the Fund.
PEPCO receives a fee equivalent to $13.50 for each shareholder account, plus
out-of-pocket expenses. The Transfer Agent is authorized to engage subagents to
perform certain shareholder servicing functions from time to time for which such
agents are paid a fee by the Transfer Agent. State Street Bank and Trust Company
serves as subtransfer agent pursuant to a Subtransfer Agency Agreement.
REPORT TO SHAREHOLDERS
The fiscal year of the Trust ends on December 31. The Trust will send
financial statements to its shareholders at least semiannually. An Annual Report
containing financial statements audited by the Trust's independent accountants
will be sent to shareholders each year, and is available without charge upon
request.
FINANCIAL STATEMENTS
The Financial Statements for the Fund's fiscal year ended December 31, 1999,
appearing in the Trust's 1999 Annual Report to Shareholders, are incorporated
herein by reference.
12
<PAGE>
Phoenix-Zweig Appreciation Fund
INVESTMENTS AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
COMMON STOCKS--54.0%
AEROSPACE/DEFENSE--0.1%
Newport News Shipbuilding, Inc.......... 10,000 $ 275,000
AGRICULTURAL PRODUCTS--0.0%
Cadiz, Inc.(b).......................... 12,600 119,700
AIR FREIGHT--0.0%
Amtran, Inc.(b)......................... 4,200 81,375
AIRLINES--0.4%
AirTran Holdings, Inc.(b)............... 500 2,266
America West Holdings Corp. Class
B(b).................................... 51,100 1,060,325
------------
1,062,591
------------
AUTO PARTS & EQUIPMENT--0.3%
American Axle & Manufacturing Holdings,
Inc.(b)................................. 2,100 25,462
Arvin Industries, Inc................... 10,500 297,937
Dura Automotive Systems, Inc.(b)........ 21,200 369,675
Superior Industries International,
Inc..................................... 5,100 136,744
------------
829,818
------------
BANKS (REGIONAL)--1.1%
BSB Bancorp, Inc........................ 5,600 107,800
Cathay Bancorp, Inc..................... 2,800 114,800
City National Corp...................... 58,100 1,913,669
Greater Bay Bancorp..................... 1,900 81,462
Imperial Bancorp(b)..................... 11,300 272,612
------------
2,490,343
------------
BEVERAGES (ALCOHOLIC)--0.4%
Canandaigua Brands, Inc. Class A(b)..... 16,900 861,900
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
BIOTECHNOLOGY--0.2%
BioCryst Pharmaceuticals, Inc.(b)....... 11,200 $ 330,400
Bio-Technology General Corp.(b)......... 1,100 16,775
Cerus Corp.(b).......................... 2,500 66,250
Liposome Co., Inc. (The)(b)............. 14,400 175,725
------------
589,150
------------
BROADCASTING (TELEVISION, RADIO & CABLE)--0.3%
Ascent Entertainment Group, Inc.(b)..... 47,100 597,581
BUILDING MATERIALS--0.6%
Dal-Tile International, Inc.(b)......... 3,900 39,487
Elcor Corp.............................. 13,550 408,194
Johns Manville Corp..................... 30,100 421,400
NCI Buildings Systems, Inc.(b).......... 27,800 514,300
Simpson Manufacturing Co., Inc.(b)...... 2,900 126,875
------------
1,510,256
------------
CHEMICALS--0.0%
Airgas, Inc.(b)......................... 9,900 94,050
CHEMICALS (SPECIALTY)--0.0%
Valhi, Inc.............................. 800 8,400
COMMUNICATIONS EQUIPMENT--1.9%
ADTRAN, Inc.(b)......................... 29,500 1,517,406
Cable Design Technologies Corp.(b)...... 12,800 294,400
California Amplifier, Inc.(b)........... 2,900 76,306
Carrier Access Corp.(b)................. 6,300 424,069
CommScope, Inc.(b)...................... 23,200 935,250
Ditech Communications Corp.(b).......... 2,800 261,800
Harmonic, Inc.(b)....................... 4,500 427,219
Polycom, Inc.(b)........................ 2,600 165,587
</TABLE>
See Notes to Financial Statements 7
<PAGE>
Phoenix-Zweig Appreciation Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
COMMUNICATIONS EQUIPMENT--CONTINUED
Terayon Communication Systems,
Inc.(b)................................. 4,900 $ 307,781
------------
4,409,818
------------
COMPUTERS (HARDWARE)--0.3%
Ancor Communications, Inc.(b)........... 4,400 298,650
Copper Mountain Networks, Inc.(b)....... 4,600 224,250
Cybex Computer Products Corp.(b)........ 6,500 263,250
------------
786,150
------------
COMPUTERS (PERIPHERALS)--1.2%
Advanced Digital Information Corp.(b)... 4,500 218,812
Xircom, Inc.(b)......................... 35,400 2,655,000
------------
2,873,812
------------
COMPUTERS (SOFTWARE & SERVICES)--5.9%
Acclaim Entertainment, Inc.(b).......... 13,400 68,675
Actuate Corp.(b)........................ 4,900 210,087
Ardent Software, Inc.(b)................ 3,300 128,700
BARRA, Inc.(b).......................... 6,500 206,375
Banyan Systems, Inc.(b)................. 2,000 40,000
Corel Corp.(b).......................... 17,500 264,687
Dendrite International, Inc.(b)......... 11,000 372,625
FileNet Corp.(b)........................ 62,800 1,601,400
Hyperion Solutions Corp.(b)............. 8,600 374,100
ISS Group, Inc.(b)...................... 9,500 675,687
Indus International, Inc.(b)............ 2,800 34,125
Informix Corp.(b)....................... 34,200 389,025
Inprise Corp.(b)........................ 6,700 74,119
Latitude Communications, Inc.(b)........ 200 5,225
Marimba, Inc.(b)........................ 900 41,456
Mercury Computer Systems, Inc.(b)....... 27,600 966,000
Mission Critical Software, Inc.(b)...... 5,200 364,000
Novadigm, Inc.(b)....................... 200 4,150
ONYX Software Corp.(b).................. 1,000 37,000
Pegasystems, Inc.(b).................... 5,300 59,625
Pharmacopeia, Inc.(b)................... 1,000 22,625
Progress Software Corp.(b).............. 38,600 2,190,550
Sagent Technology, Inc.(b).............. 2,900 86,819
SalesLogix Corp.(b)..................... 2,100 86,231
Santa Cruz Operation, Inc. (The)(b)..... 33,500 1,017,562
Sybase, Inc.(b)......................... 37,200 632,400
Symantec Corp.(b)....................... 44,200 2,591,225
THQ, Inc.(b)............................ 25,150 583,166
Unify Corp.(b).......................... 6,200 169,725
Verity, Inc. (b)........................ 4,900 208,556
WebTrends Corp.(b)...................... 3,600 291,600
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
COMPUTERS (SOFTWARE & SERVICES)--CONTINUED
internet.com Corp.(b)................... 5,600 $ 292,600
------------
14,090,120
------------
CONSTRUCTION (CEMENT & AGGREGATES)--1.2%
Centex Construction Products, Inc....... 44,944 1,752,816
Texas Industries, Inc................... 23,200 987,450
------------
2,740,266
------------
CONSUMER (JEWELRY, NOVELTIES & GIFTS)--0.1%
Fossil, Inc.(b)......................... 14,150 327,219
CONSUMER FINANCE--0.5%
AmeriCredit Corp.(b).................... 28,900 534,650
PMI Group, Inc. (The)................... 13,000 634,562
------------
1,169,212
------------
CONTAINERS & PACKAGING (PAPER)--0.2%
Mail-Well, Inc.(b)...................... 29,800 402,300
DISTRIBUTORS (FOOD & HEALTH)--0.5%
Andrx Corp.(b).......................... 4,800 203,100
PSS World Medical, Inc.(b).............. 15,900 150,056
Patterson Dental Co.(b)................. 6,200 264,275
U.S. Foodservice(b)..................... 32,500 544,375
------------
1,161,806
------------
ELECTRIC COMPANIES--0.3%
CMP Group, Inc.......................... 22,300 614,644
ELECTRICAL EQUIPMENT--1.6%
C&D Technologies, Inc................... 17,700 752,250
C-COR.net Corp.(b)...................... 3,200 245,200
Genlyte Group, Inc. (The)(b)............ 17,000 363,375
Juno Lighting, Inc.(b).................. 22,726 235,782
Sensormatic Electronics Corp.(b)........ 89,300 1,557,169
Three-Five Systems, Inc.(b)............. 10,000 410,000
Vishay Intertechnology, Inc.(b)......... 10,000 316,250
------------
3,880,026
------------
ELECTRONICS (COMPONENT DISTRIBUTORS)--0.5%
Audiovox Corp.(b)....................... 37,800 1,148,175
ELECTRONICS (INSTRUMENTATION)--0.5%
Alpha Industries, Inc.(b)............... 15,000 859,687
Cytyc Corp.(b).......................... 5,000 305,312
</TABLE>
8 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Appreciation Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
ELECTRONICS (INSTRUMENTATION)--CONTINUED
LTX Corp.(b)............................ 5,600 $ 125,300
------------
1,290,299
------------
ELECTRONICS (SEMICONDUCTORS)--1.3%
Actel Corp.(b).......................... 5,200 124,800
Alliance Semiconductor Corp.(b)......... 5,100 85,106
Cirrus Logic, Inc.(b)................... 28,800 383,400
International Rectifier Corp.(b)........ 21,100 548,600
NVIDIA Corp.(b)......................... 11,300 530,394
Semtech Corp.(b)........................ 21,500 1,120,687
TranSwitch Corp.(b)..................... 5,100 370,069
------------
3,163,056
------------
ENGINEERING & CONSTRUCTION--0.1%
Dycom Industries, Inc.(b)............... 6,400 282,000
EQUIPMENT (SEMICONDUCTOR)--0.5%
Applied Science and Technology,
Inc.(b)................................. 3,900 129,614
Cymer, Inc.(b).......................... 7,000 322,000
Helix Technology Corp.(b)............... 4,000 179,250
Ibis Technology Corp.(b)................ 5,500 272,937
Ultratech Stepper, Inc.(b).............. 14,200 228,975
------------
1,132,776
------------
FINANCIAL (DIVERSIFIED)--1.2%
Doral Financial Corp.................... 82,400 1,014,550
Financial Federal Corp.(b).............. 11,000 250,937
Financial Security Assurance Holdings
Ltd..................................... 24,200 1,261,425
First Sierra Financial, Inc.(b)......... 100 1,712
Koger Equity............................ 18,500 312,187
Medical Assurance, Inc.(b).............. 26 551
------------
2,841,362
------------
FOODS--1.0%
Del Monte Foods Co.(b).................. 11,200 137,900
Hain Food Group, Inc. (The)(b).......... 19,800 443,025
IBP, Inc................................ 19,100 343,800
International Home Foods, Inc.(b)....... 13,100 227,612
McCormick & Co., Inc.................... 35,500 1,056,125
Smithfield Foods, Inc.(b)............... 10,300 247,200
------------
2,455,662
------------
FOOTWEAR--0.1%
Timberland Co. (The) Class A(b)......... 5,300 280,237
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
GAMING, LOTTERY & PARI-MUTUEL COMPANIES--0.8%
Argosy Gaming Co.(b).................... 16,900 $ 263,006
Aztar Corp.(b).......................... 49,500 538,312
Boyd Gaming Corp.(b).................... 45,500 264,469
Hollywood Park, Inc.(b)................. 24,200 542,987
Intrawest Corp.......................... 1,200 20,775
Isle of Capri Casinos, Inc.(b).......... 13,200 174,075
------------
1,803,624
------------
GOLD & PRECIOUS METALS MINING--0.2%
Homestake Mining Co..................... 60,000 468,750
HEALTH CARE (DIVERSIFIED)--0.1%
IVAX Corp.(b)........................... 6,000 154,500
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.0%
Amylin Pharmaceuticals, Inc.(b)......... 3,000 25,031
Noven Pharmaceuticals, Inc.(b).......... 4,300 77,937
------------
102,968
------------
HEALTH CARE (GENERIC AND OTHER)--0.2%
Alpharma, Inc. Class A.................. 11,300 347,475
Dura Pharmaceuticals, Inc.(b)........... 12,400 172,825
------------
520,300
------------
HEALTH CARE (HOSPITAL MANAGEMENT)--0.1%
LifePoint Hospitals, Inc.(b)............ 7,400 87,412
Triad Hospitals, Inc.(b)................ 5,400 81,675
------------
169,087
------------
HEALTH CARE (MANAGED CARE)--0.5%
Express Scripts, Inc. Class A(b)........ 6,000 384,000
Foundation Health Systems, Inc. Class
A(b).................................... 3,100 30,806
Humana, Inc.(b)......................... 16,400 134,275
Mid Atlantic Medical Services,
Inc.(b)................................. 75,300 625,931
------------
1,175,012
------------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--0.4%
ArthroCare Corp.(b)..................... 6,900 420,900
Laser Vision Centers, Inc.(b)........... 40,900 432,006
------------
852,906
------------
HEALTH CARE (SPECIALIZED SERVICES)--0.4%
AmeriPath, Inc.(b)...................... 9,000 73,687
Apria Healthcare Group, Inc.(b)......... 8,600 154,262
Hooper Holmes, Inc...................... 16,100 414,575
Laboratory Corporation of America
Holdings(b)............................. 24,800 91,450
</TABLE>
See Notes to Financial Statements 9
<PAGE>
Phoenix-Zweig Appreciation Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
HEALTH CARE (SPECIALIZED SERVICES)--CONTINUED
Orthodontic Centers of America, Inc.
(b)..................................... 14,000 $ 167,125
------------
901,099
------------
HOMEBUILDING--1.2%
Cadillac Fairview Corp.(b).............. 22,000 506,000
Castle & Cooke, Inc.(b)................. 4,600 58,362
Del Webb Corp.(b)....................... 3,400 84,787
Fairfield Communities, Inc.(b).......... 40,900 439,675
Horton (D.R.), Inc...................... 14,300 197,519
LNR Property Corp....................... 13,600 270,300
NVR, Inc.(b)............................ 5,200 248,300
Pulte Corp.............................. 13,100 294,750
Standard Pacific Corp................... 25,200 277,200
Toll Brothers, Inc.(b).................. 7,500 139,687
Trendwest Resorts, Inc.(b).............. 13,200 297,000
------------
2,813,580
------------
HOUSEHOLD FURNISHINGS & APPLIANCES--1.1%
Ethan Allen Interiors, Inc.............. 46,800 1,500,525
Furniture Brands International,
Inc.(b)................................. 13,500 297,000
La-Z-Boy, Inc........................... 9,800 164,762
U.S. Industries, Inc.................... 52,100 729,400
------------
2,691,687
------------
HOUSEHOLD PRODUCTS (NON-DURABLE)--0.1%
Church & Dwight Co., Inc................ 5,000 133,437
HOUSEWARES--0.1%
Oneida Ltd.............................. 6,600 143,550
INSURANCE (LIFE/HEALTH)--0.5%
MONY Group, Inc. (The).................. 43,900 1,281,331
National Western Life Insurance Co.
Class A(b).............................. 200 13,725
------------
1,295,056
------------
INSURANCE (PROPERTY-CASUALTY)--0.9%
Radian Group, Inc....................... 36,382 1,737,241
White Mountain Insurance Group, Inc..... 3,400 409,700
------------
2,146,941
------------
INVESTMENT MANAGEMENT--0.5%
Affiliated Managers Group, Inc.(b)...... 27,000 1,091,813
Eaton Vance Corp........................ 4,300 163,400
------------
1,255,213
------------
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
IRON & STEEL--0.3%
Commercial Metals Co.................... 12,500 $ 424,219
Quanex Corp............................. 10,200 260,100
Worthington Industries, Inc............. 1,600 26,500
------------
710,819
------------
LEISURE TIME (PRODUCTS)--1.0%
Bally Total Fitness Holding Corp.(b).... 4,600 122,763
Brunswick Corp.......................... 13,000 289,250
Callaway Golf Co........................ 23,700 419,194
Handleman Co.(b)........................ 41,000 548,375
JAKKS Pacific, Inc.(b).................. 12,700 237,331
Monaco Coach Corp.(b)................... 10,825 276,714
Score Board, Inc. (The)(b).............. 786 0
Thor Industries, Inc.................... 4,500 136,969
Winnebago Industries, Inc............... 19,200 385,200
------------
2,415,796
------------
LODGING-HOTELS--0.0%
Extended Stay America, Inc.(b).......... 7,300 55,663
MACHINERY (DIVERSIFIED)--0.6%
Detroit Diesel Corp..................... 14,100 270,544
Manitowoc Co., Inc. (The)............... 17,925 609,450
Mestek, Inc.(b)......................... 100 2,025
Moog, Inc. Class A(b)................... 7,300 197,100
Terex Corp.(b).......................... 8,400 233,100
------------
1,312,219
------------
MANUFACTURING (DIVERSIFIED)--1.2%
AMCOL International Corp................ 16,100 259,613
Graco, Inc.............................. 3,900 139,913
National Service Industries, Inc........ 42,200 1,244,900
Scott Technologies, Inc. (b)............ 2,000 37,750
Spartech Corp........................... 30,900 996,525
United Dominion Industries Ltd.......... 1,900 37,881
WMS Industries, Inc.(b)................. 13,300 174,563
------------
2,891,145
------------
MANUFACTURING (SPECIALIZED)--2.0%
Astec Industries, Inc.(b)............... 16,500 310,406
Brady Corp. Class A..................... 1,500 50,906
Briggs & Stratton Corp.................. 7,600 407,550
CTS Corp................................ 17,900 1,349,213
Cognex Corp.(b)......................... 200 7,800
Donaldson Co., Inc...................... 35,700 859,031
Insituform Technolgies, Inc.(b)......... 9,600 271,200
</TABLE>
10 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Appreciation Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
MANUFACTURING (SPECIALIZED)--CONTINUED
Reliance Steel & Aluminum Co............ 27,500 $ 644,531
Specialty Equipment Cos., Inc.(b)....... 5,900 141,231
United Stationers, Inc.(b).............. 27,400 782,613
------------
4,824,481
------------
METAL FABRICATORS--0.1%
Mueller Industries, Inc.(b)............. 7,800 282,750
METALS MINING--0.2%
Curtiss-Wright Corp..................... 1,500 55,313
Freeport-McMoRan Copper & Gold,
Inc.(b)................................. 14,500 306,313
------------
361,626
------------
NATURAL GAS--0.1%
Equitable Resources, Inc................ 2,900 96,788
Southwest Gas Corp...................... 5,500 126,500
------------
223,288
------------
OIL & GAS (DRILLING & EQUIPMENT)--0.0%
Atwood Oceanics, Inc.(b)................ 3,000 115,875
OIL & GAS (EXPLORATION & PRODUCTION)--2.1%
Cross Timbers Oil Co.................... 12,600 114,188
EOG Resources, Inc.(b).................. 13,800 242,363
Mitchell Energy & Development Corp.
Class B................................. 700 15,094
Murphy Oil Corp......................... 42,400 2,432,700
Noble Affiliates, Inc................... 16,700 358,006
Ocean Energy, Inc.(b)................... 47,700 369,675
Pioneer Natural Resources Co.(b)........ 77,100 689,081
Pogo Producing Co....................... 9,900 202,950
Santa Fe Snyder Corp.(b)................ 60,000 480,000
Vintage Petroleum, Inc.(b).............. 14,300 172,494
------------
5,076,551
------------
PAPER & FOREST PRODUCTS--1.0%
Nortek, Inc.(b)......................... 27,990 783,720
Potlatch Corp........................... 33,100 1,477,088
------------
2,260,808
------------
PERSONAL CARE--0.1%
NBTY, Inc.(b)........................... 9,700 112,156
Perrigo Co.(b).......................... 16,000 128,000
------------
240,156
------------
PHOTOGRAPHY/IMAGING--1.4%
IKON Office Solutions, Inc.............. 61,700 420,331
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
PHOTOGRAPHY/IMAGING--CONTINUED
In Focus Systems, Inc.(b)............... 8,200 $ 190,138
Lason, Inc.(b).......................... 6,100 67,100
Pinnacle Systems, Inc.(b)............... 20,000 813,750
Zebra Technologies Corp. Class A(b)..... 30,500 1,784,250
------------
3,275,569
------------
POWER PRODUCERS (INDEPENDENT)--0.3%
Calpine Corp.(b)........................ 10,600 678,400
PUBLISHING--0.0%
Wiley (John) & Sons, Inc. Class A....... 3,300 55,275
RAILROADS--0.1%
Florida East Coast Industries, Inc...... 500 20,875
GATX Corp............................... 7,300 246,375
Westinghouse Air Brake Co............... 3,138 55,700
------------
322,950
------------
REITS--1.3%
Bedford Property Investors, Inc......... 49,600 846,300
Camden Property Trust................... 12,600 344,925
CarrAmerica Realty Corp................. 7,300 154,213
Essex Property Trust, Inc............... 4,400 149,600
Glenborough Realty Trust, Inc........... 5,700 76,238
Glimcher Realty Trust................... 31,000 399,125
Home Properties of New York, Inc........ 22,700 622,831
Liberty Property Trust.................. 5,900 143,075
Pacific Gulf Properties, Inc............ 6,600 133,650
Parkway Properties, Inc................. 7,500 216,094
------------
3,086,051
------------
RESTAURANTS--1.7%
Brinker International, Inc.(b).......... 23,100 554,400
Buffets, Inc.(b)........................ 80,800 808,000
CEC Entertainment, Inc.(b).............. 14,550 412,856
Cheesecake Factory, Inc. (The)(b)....... 4,700 164,500
Jack in the Box, Inc.(b)................ 70,300 1,454,331
Papa John's International, Inc.......... 12,200 317,963
Ruby Tuesday, Inc....................... 21,400 389,213
------------
4,101,263
------------
RETAIL (COMPUTERS & ELECTRONICS)--0.2%
InterTAN, Inc.(b)....................... 13,400 350,075
REX Stores Corp.(b)..................... 5,600 196,000
------------
546,075
------------
</TABLE>
See Notes to Financial Statements 11
<PAGE>
Phoenix-Zweig Appreciation Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
RETAIL (DEPARTMENT STORES)--0.2%
Harcourt General, Inc................... 9,600 $ 386,400
RETAIL (DISCOUNTERS)--0.3%
Dress Barn, Inc. (The)(b)............... 1,400 23,275
Ross Stores, Inc........................ 12,100 217,044
Value City Department Stores, Inc.(b)... 24,400 369,050
------------
609,369
------------
RETAIL (DRUG STORES)--0.0%
Caremark Rx, Inc.(b).................... 19,500 98,719
RETAIL (FOOD CHAINS)--0.1%
Delhaize America, Inc................... 12,100 245,781
RETAIL (HOME SHOPPING)--0.8%
Insight Enterprises, Inc.(b)............ 37,000 1,503,125
Micro Warehouse, Inc.(b)................ 8,600 159,100
ValuVision International, Inc.(b)....... 2,500 143,281
------------
1,805,506
------------
RETAIL (SPECIALTY)--1.6%
barnesandnoble.com, Inc.(b)............. 5,100 72,356
Barnes & Noble, Inc.(b)................. 11,400 235,125
Borders Group, Inc.(b).................. 11,200 179,900
Group 1 Automotive, Inc.(b)............. 29,900 416,731
Linens 'n Things, Inc.(b)............... 5,400 159,975
Michaels Stores, Inc.(b)................ 9,900 282,150
O'Reilly Automotive, Inc.(b)............ 4,000 86,000
PETCO Animal Supplies, Inc.(b).......... 1,000 14,875
Sunglass Hut International, Inc.(b)..... 58,000 652,500
Tuesday Morning Corp.(b)................ 6,100 112,469
Zale Corp.(b)........................... 31,400 1,518,975
------------
3,731,056
------------
RETAIL (SPECIALTY-APPAREL)--1.2%
American Eagle Outfitters, Inc.(b)...... 13,000 585,000
AnnTaylor Stores Corp.(b)............... 22,100 761,069
Cato Corp. (The) Class A................ 32,200 406,525
Charming Shoppes, Inc.(b)............... 20,900 138,463
Factory 2-U Stores, Inc.(b)............. 5,200 147,550
Pacific Sunwear of California,
Inc.(b)................................. 14,500 466,719
Talbots, Inc. (The)..................... 8,400 374,850
------------
2,880,176
------------
SAVINGS & LOAN COMPANIES--1.4%
Downey Financial Corp................... 32,600 658,113
Harbor Florida Bancshares, Inc.......... 24,700 319,556
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
SAVINGS & LOAN COMPANIES--CONTINUED
PFF Bancorp, Inc........................ 8,300 $ 160,813
Republic Security Financial Corp........ 104,500 747,828
Roslyn Bancorp, Inc..................... 69,135 1,278,998
Telebanc Financial Corp.(b)............. 4,000 104,000
------------
3,269,308
------------
SERVICES (ADVERTISING/MARKETING)--0.1%
Acxiom Corp.(b)......................... 6,400 153,600
SERVICES (COMMERCIAL & CONSUMER)--1.9%
AMERCO(b)............................... 15,600 390,000
Braun Consulting, Inc.(b)............... 5,000 357,500
Copart, Inc.(b)......................... 19,600 852,600
Dollar Thrifty Automotive Group,
Inc.(b)................................. 26,700 639,131
ITT Educational Services, Inc.(b)....... 17,200 265,525
Modem Media.Poppe Tyson, Inc.(b)........ 1,300 91,488
NCO Group, Inc.(b)...................... 23,800 716,975
Profit Recovery Group International,
Inc. (The)(b)........................... 34,600 919,063
Regis Corp.............................. 100 1,888
Rent-A-Center, Inc.(b).................. 2,000 39,625
SITEL Corp.(b).......................... 18,200 127,400
------------
4,401,195
------------
SERVICES (DATA PROCESSING)--0.0%
MedQuist, Inc.(b)....................... 3,000 77,438
SERVICES (EMPLOYMENT)--0.1%
Interim Services, Inc.(b)............... 6,500 160,875
SHIPPING--0.2%
Alexander & Baldwin, Inc................ 23,000 524,688
SPECIALTY PRINTING--0.2%
Topps Co., Inc. (The)(b)................ 37,800 392,175
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.4%
Powerwave Technologies, Inc.(b)......... 11,600 677,150
Price Communications Corp.(b)........... 6,000 166,875
------------
844,025
------------
TELECOMMUNICATIONS (LONG DISTANCE)--0.3%
IDT Corp.(b)............................ 15,300 288,788
NorthEast Optic Network, Inc.(b)........ 1,800 112,613
TALK.com, Inc.(b)....................... 18,100 321,275
------------
722,676
------------
TEXTILES (APPAREL)--0.4%
Guess?, Inc.(b)......................... 5,200 113,100
</TABLE>
12 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Appreciation Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
TEXTILES (APPAREL)--CONTINUED
OshKosh B' Gosh, Inc. Class A........... 34,400 $ 724,550
------------
837,650
------------
TEXTILES (HOME FURNISHINGS)--0.1%
Shaw Industries, Inc.................... 9,300 143,569
TEXTILES (SPECIALTY)--0.1%
Polymer Group, Inc...................... 13,900 253,675
TOBACCO--0.1%
Brooke Group Ltd........................ 15,400 230,038
TRUCKERS--1.4%
American Freightways Corp.(b)........... 23,300 377,169
Landstar System, Inc.(b)................ 16,900 723,531
M.S. Carriers, Inc.(b).................. 10,500 250,688
Roadway Express, Inc.................... 7,000 151,375
Rollins Truck Leasing Corp.............. 10,200 121,763
USFreightways Corp...................... 25,200 1,206,450
Yellow Corp............................. 24,800 416,950
------------
3,247,926
------------
- - --------------------------------------------------------------------
TOTAL COMMON STOCKS
(IDENTIFIED COST $107,631,577) 128,049,419
- - --------------------------------------------------------------------
FOREIGN COMMON STOCKS--2.9%
AUTO PARTS & EQUIPMENT--0.0%
Desc S.A. de C.V. Sponsored ADR
(Mexico)(b)............................. 4,200 70,350
CHEMICALS (SPECIALTY)--0.2%
NOVA Chemicals Corp. (Canada)........... 20,700 399,769
CONSTRUCTION (CEMENT & AGGREGATES)--0.2%
Boral Ltd. Sponsored ADR (Australia).... 47,900 574,800
ELECTRONICS (INSTRUMENTATION)--1.0%
Orbotech Ltd. (Israel)(b)............... 29,950 2,321,125
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.4%
Shire Pharmaceuticals Group PLC ADR
(United Kingdom)(b)..................... 30,341 883,682
INSURANCE (LIFE/HEALTH)--0.1%
London Pacific Group Ltd. Sponsored ADR
(United Kingdom)........................ 5,700 205,200
MACHINERY (DIVERSIFIED)--0.3%
Scitex Corp Ltd. (Israel)(b)............ 41,000 597,062
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
PAPER & FOREST PRODUCTS--0.3%
Domtar, Inc. (Canada)................... 23,400 $ 274,950
Maderas y Sinteticos SA (Masisa)
Sponsored ADR (Chile)................... 27,100 348,913
------------
623,863
------------
SHIPPING--0.1%
Bouygues Offshore S.A. ADR (France)..... 17,000 312,375
SPECIALTY PRINTING--0.0%
Quebecor Printing, Inc. (Canada)........ 3,801 84,572
TELECOMMUNICATIONS (LONG DISTANCE)--0.3%
PT Indosat (Persero) Tbk ADR
(Indonesia)............................. 30,600 661,725
- - --------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $4,495,220) 6,734,523
- - --------------------------------------------------------------------
RIGHTS--0.0%
SAVINGS & LOAN COMPANIES--0.0%
Coast Federal Litigation Contingent
Payments Rights Trust(b)................ 14,900 22,350
- - --------------------------------------------------------------------
TOTAL RIGHTS
(IDENTIFIED COST $208,600) 22,350
- - --------------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS--56.9%
(IDENTIFIED COST $112,335,397) 134,806,292
- - --------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PAR
VALUE
(000)
-------
<S> <C> <C> <C>
SHORT-TERM OBLIGATIONS--43.9%
U.S. GOVERNMENT SECURITIES--0.4%
U.S. Treasury Bill 5.06%,
3/2/00(c)..................... $ 1,000 991,691
FEDERAL AGENCY SECURITIES--27.3%
Fannie Mae Discount Note
5.68%, 1/18/00................ 10,000 9,973,178
Fannie Mae Discount Note
5.58%, 1/20/00................ 5,000 4,985,275
Fannie Mae Discount Note
5.59%, 1/27/00................ 10,000 9,959,628
Fannie Mae Discount Note
5.77%, 1/27/00................ 5,000 4,979,164
FMC Discount Note 5.70%,
1/31/00....................... 5,000 4,976,250
FHLB Discount Corp. 5.75%,
2/9/00........................ 10,000 9,937,708
FMC Discount Note 5.60%,
2/11/00....................... 10,000 9,936,222
Fannie Mae Discount Note
5.67%, 2/24/00................ 10,000 9,911,084
---------------------
64,658,509
---------------------
</TABLE>
See Notes to Financial Statements 13
<PAGE>
Phoenix-Zweig Appreciation Fund
<TABLE>
<CAPTION>
PAR
VALUE
(000) VALUE
------- ---------------------
<S> <C> <C> <C>
REPURCHASE AGREEMENTS--16.2%
Morgan Stanley & Co., Inc.
repurchase agreement, 2.75%,
dated 12/31/99 due 1/3/00,
repurchase price $20,485,694
collateralized by Fannie Mae
Bonds 5.50% to 8.50%, 5/1/11
to 12/1/29, market value
$20,993,347................... $20,481 $ 20,481,000
<CAPTION>
PAR
VALUE
(000) VALUE
------- ---------------------
<S> <C> <C> <C>
REPURCHASE AGREEMENTS--CONTINUED
Prudential Securities, Inc.
repurchase agreement, 2.60%,
dated 12/31/99 due 1/3/00,
repurchase price $18,003,900
collateralized by Fannie Mae
Discount Note 5.86%, 3/23/00
market value $18,360,020...... 18,000 18,000,000
---------------------
38,481,000
---------------------
- - ------------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $104,130,936) 104,131,200
- - ------------------------------------------------------------------
TOTAL INVESTMENTS--100.8%
(IDENTIFIED COST $216,466,333) 238,937,492(a)
Cash and receivables, less
liabilities--(0.8%) (1,885,812)
---------------------
NET ASSETS--100.0% $ 237,051,680
=====================
</TABLE>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $26,426,824 and gross
depreciation of $4,796,623 for federal income tax purposes. At December
31,1999, the aggregate cost of securities for federal income tax purposes
was $217,307,291.
(b) Non-income producing.
(c) All or a portion segregated as collateral.
14
See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Appreciation Fund
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
<TABLE>
<S> <C>
ASSETS
Investment securities at value,
exclusive of repurchase
agreements
(Identified cost $177,985,333) $200,456,492
Repurchase agreements, at value
(Identified cost $38,481,000) 38,481,000
Cash 11,549
Receivables
Fund shares sold 363,096
Dividends and interest 98,463
Prepaid expenses 7,561
------------
Total assets 239,418,161
------------
LIABILITIES
Payables
Fund shares repurchased 1,703,698
Transfer agent fee 225,916
Investment advisory fee 199,688
Distribution fee 124,301
Financial agent fee 33,930
Trustees' fee 3,200
Accrued expenses 75,748
------------
Total liabilities 2,366,481
------------
NET ASSETS $237,051,680
============
NET ASSETS CONSIST OF:
Capital paid in on shares of
beneficial interest $205,454,798
Distributions in excess of net
investment income (708,952)
Accumulated net realized gain 9,834,675
Net unrealized appreciation 22,471,159
------------
NET ASSETS $237,051,680
============
CLASS A
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $126,460,927) 10,545,389
Net asset value per share $11.99
Offering price per share
$11.99/(1-5.50%) $12.69
CLASS B
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $19,522,768) 1,654,127
Net asset value and offering price
per share $11.80
CLASS C
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $89,164,541) 7,562,163
Net asset value and offering price
per share $11.79
CLASS I
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $1,903,444) 155,939
Net asset value and offering price
per share $12.21
</TABLE>
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME
Interest $ 5,626,090
Dividends 2,059,368
Foreign taxes withheld (2,973)
------------
Total investment income 7,682,485
------------
EXPENSES
Investment advisory fee 3,318,029
Distribution fee, Class A 504,822
Distribution fee, Class B 243,229
Distribution fee, Class C 1,373,134
Financial agent fee 138,207
Transfer agent 530,771
Custodian 99,649
Printing 53,422
Registration 37,948
Professional 27,552
Trustees 14,632
Miscellaneous 22,765
------------
Total expenses 6,364,160
------------
NET INVESTMENT INCOME 1,318,325
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain on securities 53,786,857
Net realized gain on futures
contracts 1,113,424
Net change in unrealized
appreciation (depreciation) on
investments (72,157,266)
------------
NET LOSS ON INVESTMENTS (17,256,985)
------------
NET DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS $(15,938,660)
============
</TABLE>
See Notes to Financial Statements 15
<PAGE>
Phoenix-Zweig Appreciation Fund
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
12/31/99 12/31/98
------------ ------------
<S> <C> <C>
FROM OPERATIONS
Net investment income (loss) $ 1,318,325 $ 34,872
Net realized gain (loss) 54,900,281 41,928,274
Net change in unrealized appreciation (depreciation) (72,157,266) (54,599,852)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS (15,938,660) (12,636,706)
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A (1,252,803) (1,073,836)
Net investment income, Class B (38,607) --
Net investment income, Class C -- --
Net investment income, Class I (25,815) (15,628)
Net realized gains, Class A (30,871,238) (23,624,306)
Net realized gains, Class B (4,964,628) (2,982,360)
Net realized gains, Class C (22,920,388) (20,467,218)
Net realized gains, Class I (435,073) (161,535)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (60,508,552) (48,324,883)
------------ ------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (14,810,527 shares and
5,803,260 shares, respectively) 227,104,026 101,998,217
Net asset value of shares issued from reinvestment of
distributions
(2,400,385 shares and 1,350,165 shares, respectively) 28,239,979 21,160,618
Cost of shares repurchased (21,524,481 shares and
8,374,990 shares, respectively) (330,355,225) (146,963,985)
------------ ------------
Total (75,011,220) (23,805,150)
------------ ------------
CLASS B
Proceeds from sales of shares (129,606 shares and 787,653
shares, respectively) 1,900,795 14,584,402
Net asset value of shares issued from reinvestment of
distributions
(402,657 shares and 163,583 shares, respectively) 4,626,397 2,520,813
Cost of shares repurchased (774,237 shares and 275,440
shares, respectively) (11,349,693) (4,696,506)
------------ ------------
Total (4,822,501) 12,408,709
------------ ------------
CLASS C
Proceeds from sales of shares (300,852 shares and
1,399,569 shares, respectively) 4,006,824 25,224,485
Net asset value of shares issued from reinvestment of
distributions
(1,806,014 shares and 1,027,289 shares, respectively) 20,696,922 15,809,984
Cost of shares repurchased (7,166,283 shares and 3,540,744
shares, respectively) (106,799,870) (60,176,400)
------------ ------------
Total (82,096,124) (19,141,931)
------------ ------------
CLASS I
Proceeds from sales of shares (19,302 shares and 67,519
shares, respectively) 292,647 1,079,171
Net asset value of shares issued from reinvestment of
distributions
(38,375 shares and 11,146 shares, respectively) 460,876 177,157
Cost of shares repurchased (69,729 shares and 58,827
shares, respectively) (1,143,332) (1,188,050)
------------ ------------
Total (389,809) 68,278
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (162,319,654) (30,470,094)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS (238,766,866) (91,431,683)
NET ASSETS
Beginning of period 475,818,546 567,250,229
------------ ------------
END OF PERIOD [INCLUDING DISTRIBUTIONS IN EXCESS OF NET
INVESTMENT INCOME OF
($708,952) AND ($1,396,124), RESPECTIVELY] $237,051,680 $475,818,546
============ ============
</TABLE>
16 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Appreciation Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS A
-------------------------------------------------------------
YEAR ENDED DECEMBER 31
-------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 16.21 $ 18.27 $ 15.90 $ 15.91 $ 13.54
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.11(4) 0.07 0.10 0.17 0.16
Net realized and unrealized gain (loss) (0.51) (0.32) 3.67 2.25 3.05
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS (0.40) (0.25) 3.77 2.42 3.21
--------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.12) (0.07) (0.09) (0.17) (0.33)
Dividends from net realized gains (3.70) (1.74) (1.31) (2.26) (0.51)
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (3.82) (1.81) (1.40) (2.43) (0.84)
--------- --------- --------- --------- ---------
Change in net asset value (4.22) (2.06) 2.37 (0.01) 2.37
--------- --------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $ 11.99 $ 16.21 $ 18.27 $ 15.90 $ 15.91
========= ========= ========= ========= =========
Total return(1) (1.80)% (0.97)% 23.83% 15.39% 24.00%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $126,461 $240,900 $293,809 $275,935 $272,590
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.58% 1.52 % 1.52% 1.62% 1.63%
Net investment income 0.74% 0.34 % 0.61% 1.03% 1.10%
Portfolio turnover 92% 117 % 77% 88% 68%
</TABLE>
<TABLE>
<CAPTION>
CLASS B
------------------------------------------------
FROM
YEAR ENDED DECEMBER 31 INCEPTION
----------------------------------- 4/8/96 TO
1999 1998 1997 12/31/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 16.02 $ 18.13 $ 15.82 $ 16.34
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.01(4) (0.06) (0.02) 0.03
Net realized and unrealized gain (loss) (0.51) (0.31) 3.64 1.74
--------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS (0.50) (0.37) 3.62 1.77
--------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.02) -- -- (0.03)
Dividends from net realized gains (3.70) (1.74) (1.31) (2.26)
--------- --------- --------- ---------
TOTAL DISTRIBUTIONS (3.72) (1.74) (1.31) (2.29)
--------- --------- --------- ---------
Change in net asset value (4.22) (2.11) 2.31 (0.52)
--------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $ 11.80 $ 16.02 $ 18.13 $ 15.82
========= ========= ========= =========
Total return(1) (2.45)% (1.66)% 22.97 % 11.01%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $19,523 $30,370 $22,122 $8,350
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.27% 2.22 % 2.22 % 2.32%(2)
Net investment income 0.08% (0.36)% (0.09)% 0.33%(2)
Portfolio turnover 92% 117 % 77 % 88%
</TABLE>
(1) Maximum sales charge is not reflected in total return calculation.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.
See Notes to Financial Statements 17
<PAGE>
Phoenix-Zweig Appreciation Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS C
-------------------------------------------------------------
YEAR ENDED DECEMBER 31
-------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 15.99 $ 18.10 $ 15.79 $ 15.83 $ 13.36
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) --(4) (0.07) (0.02) 0.06 0.06
Net realized and unrealized gain (loss) (0.50) (0.30) 3.64 2.22 3.03
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS (0.50) (0.37) 3.62 2.28 3.09
--------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- -- (0.06) (0.11)
Dividends from net realized gains (3.70) (1.74) (1.31) (2.26) (0.51)
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (3.70) (1.74) (1.31) (2.32) (0.62)
--------- --------- --------- --------- ---------
Change in net asset value (4.20) (2.11) 2.31 (0.04) 2.47
--------- --------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $ 11.79 $ 15.99 $ 18.10 $ 15.79 $ 15.83
========= ========= ========= ========= =========
Total return(1) (2.49)% (1.67)% 23.01 % 14.54% 23.20%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $89,165 $201,789 $248,584 $218,714 $195,204
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.28% 2.22 % 2.22 % 2.32% 2.33%
Net investment income 0.02% (0.36)% (0.09)% 0.33% 0.40%
Portfolio turnover 92% 117 % 77 % 88% 68%
</TABLE>
<TABLE>
<CAPTION>
CLASS I
-------------------------------------------------
FROM
YEAR ENDED DECEMBER 31 INCEPTION
----------------------------------- 11/1/96 TO
1999 1998 1997 12/31/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 16.43 $ 18.46 $ 16.04 $ 17.28
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.17(4) 0.09 0.15 0.04
Net realized and unrealized gain (loss) (0.52) (0.29) 3.71 1.02
--------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS (0.35) (0.20) 3.86 1.06
--------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.17) (0.09) (0.13) (0.04)
Dividends from net realized gains (3.70) (1.74) (1.31) (2.26)
--------- --------- --------- ---------
TOTAL DISTRIBUTIONS (3.87) (1.83) (1.44) (2.30)
--------- --------- --------- ---------
Change in net asset value (4.22) (2.03) 2.42 (1.24)
--------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $ 12.21 $ 16.43 $ 18.46 $ 16.04
========= ========= ========= =========
Total return(1) (1.45)% (0.67)% 24.17% 6.30%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,903 $2,760 $2,735 $2,202
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.27% 1.22 % 1.22% 1.32%(2)
Net investment income 1.14% 0.64 % 0.91% 1.33%(2)
Portfolio turnover 92% 117 % 77% 88%
</TABLE>
(1) Maximum sales charge is not reflected in total return calculation.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.
18 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Foreign Equity Fund
INVESTMENTS AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C> <C>
FOREIGN COMMON STOCKS--73.3%
AUSTRALIA--1.2%
AMP Ltd. (Insurance (Life/Health))...... 1,000 $ 11,025
Broken Hill Proprietary Co. Ltd.
(Manufacturing (Diversified))........... 1,400 18,397
National Australia Bank Ltd. (Banks
(Major Regional))....................... 1,200 18,370
News Corp. Ltd. (Broadcasting
(Television, Radio & Cable))............ 2,800 27,208
Telstra Corp. Ltd. (Telephone).......... 5,100 27,744
----------
102,744
----------
CANADA--1.2%
Alcan Aluminum Ltd. (Aluminum).......... 100 4,115
BCE, Inc. (Telephone)................... 100 9,086
Barrick Gold Corp. (Gold & Precious
Metals Mining).......................... 300 5,352
Bombardier, Inc. (Aerospace/Defense).... 700 14,378
Canadian Imperial Bank of Commerce
(Banks (Major Regional))................ 200 4,780
Dofasco, Inc. (Iron & Steel)............ 200 3,949
Imasco Ltd. (Banks (Money Center))...... 300 8,303
Nortel Networks Corp. (Communications
Equipment).............................. 200 20,208
Royal Bank of Canada (Banks (Major
Regional)).............................. 400 17,596
Talisman Energy, Inc. (Oil & Gas
(Exploration & Production))(b).......... 300 7,669
Thomson Corp. (The) (Publishing)........ 100 2,632
Toronto-Dominion Bank (The) (Banks
(Money Center))......................... 200 5,369
----------
103,437
----------
<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C> <C>
DENMARK--2.0%
A/S Dampskibsselskabet Svendborg Class B
(Shipping).............................. 4 $ 66,521
Den Danske Bank Group (Banks (Major
Regional)).............................. 200 21,903
Novo Nordisk A/S Class B (Health Care
(Drugs-Major Pharmaceuticals)).......... 200 26,500
Tele Danmark A/S (Telephone)............ 500 37,114
Unidanmark A/S Class A (Banks (Major
Regional)).............................. 200 14,061
----------
166,099
----------
FINLAND--3.3%
Merita PLC (Banks (Major Regional))..... 1,500 8,838
Nokia Oyj (Communications Equipment).... 1,400 253,802
Outokumpu Oyj (Metals Mining)........... 500 7,075
UPM-Kymmene Oyj (Paper & Forest
Products)............................... 250 10,071
----------
279,786
----------
FRANCE--8.5%
Alcatel (Communications Equipment)...... 233 53,504
Axa (Insurance (Multi-Line))............ 453 63,144
Carrefour SA (Retail (Food Chains))..... 279 51,450
France Telecom SA (Telephone)........... 896 118,486
L'Oreal SA (Household Products
(Non-Durable)).......................... 140 112,307
LVMH (Beverages (Alcoholic))............ 127 56,881
Schneider Electric SA (Electrical
Equipment).............................. 367 28,812
Simco SA (Financial (Diversified))...... 610 49,364
Total Fina SA Class B (Oil & Gas
(Refining & Marketing))................. 609 81,270
Total Fina SA Strip (Oil & Gas (Refining
& Marketing))(b)........................ 72 1
</TABLE>
See Notes to Financial Statements 21
<PAGE>
Phoenix-Zweig Foreign Equity Fund
<TABLE>
<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C> <C>
FRANCE--CONTINUED
Vivendi (Manufacturing (Diversified))... 1,144 $ 103,293
----------
718,512
----------
GERMANY--8.7%
AMB Aachener & Muenchener Beteiligungs
AG (Insurance (Multi-Line))............. 100 6,949
Allianz AG Vinkulierte Registered Shares
(Insurance (Multi-Line))................ 390 130,995
BASF AG (Chemicals (Diversified))....... 675 34,671
Bayer AG (Chemicals (Diversified))...... 600 28,402
DaimlerChrysler AG (Automobiles)........ 1,198 93,147
Deutsche Bank AG (Banks (Major
Regional)).............................. 850 71,782
Deutsche Telekom AG (Telephone)......... 3,000 213,617
Metro AG (Retail (Specialty))........... 100 5,378
Schering AG (Health Care (Drugs-Major
Pharmaceuticals))....................... 300 36,257
Siemens AG (Electronics (Component
Distributors)).......................... 675 85,862
Veba AG (Manufacturing (Diversified))... 500 24,298
----------
731,358
----------
HONG KONG--1.9%
Cable & Wireless HKT Ltd. (Telephone)... 7,000 20,216
Cheung Kong (Holdings) Ltd. (Financial
(Diversified)).......................... 1,500 19,055
China Telecom (Hong Kong) Ltd.
(Telecommunications
(Cellular/Wireless))(b)................. 5,000 31,260
HSBC Holdings PLC (Financial
(Diversified)).......................... 3,000 42,066
Hang Seng Bank Ltd. (Banks (Major
Regional)).............................. 800 9,134
Hutchison Whampoa Ltd. (Manufacturing
(Diversified)).......................... 2,000 29,073
Sung Hung Kai Properties Ltd. (Financial
(Diversified)).......................... 1,000 10,420
----------
161,224
----------
ITALY--2.3%
Assicurazioni Generali (Insurance
(Life/Health)).......................... 1,000 33,035
Beni Stabili SPA (Financial
(Diversified))(b)....................... 500 176
Edison SPA (Electric Companies)......... 1,000 8,198
Eni SPA (Oil (Domestic Integrated))..... 5,000 27,495
Fiat SPA (Automobiles).................. 300 8,566
Istituto Nazionale delle Assicurazioni
SPA (Insurance (Life/Health))........... 1,000 2,649
Riunione Adriatica di Sicurta SPA
(Insurance (Multi-Line))................ 700 7,022
<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C> <C>
ITALY--CONTINUED
San Paolo-IMI SPA (Banks (Major
Regional)).............................. 500 $ 6,793
Telecom Italia Mobile SPA (Telephone)... 6,000 67,016
Telecom Italia SPA (Telephone).......... 1,500 21,150
UniCredito Italiano SPA (Banks (Major
Regional)).............................. 2,500 12,287
Unione Immobiliare SPA (Financial
(Diversified)).......................... 1,000 463
----------
194,850
----------
JAPAN--14.4%
Acom Co., Ltd. (Consumer Finance)....... 100 9,797
Bank of Tokyo-Mitsubishi Ltd. (The)
(Banks (Major Regional))................ 4,000 55,750
DDI Corp. (Telephone)................... 6 82,216
Dainippon Ink & Chemicals, Inc.
(Chemicals (Specialty))................. 1,000 2,966
East Japan Railway Co. (Railroads)...... 6 32,358
Fuji Photo Film Co.
(Photography/Imaging)................... 1,000 36,508
Fujikura Ltd. (Electrical Equipment).... 3,000 11,921
Fujitsu Ltd. (Computers (Hardware))..... 3,000 136,831
Hitachi Credit Corp. (Consumer
Finance)................................ 900 18,278
Hitachi Ltd. (Electronics (Component
Distributors)).......................... 5,000 80,258
Kansai Electric Power Co., Inc. (The)
(Electric Companies).................... 1,500 26,148
Matsushita Electric Industrial Co., Ltd.
(Electronics (Component
Distributors)).......................... 3,000 83,097
Minebea Co., Ltd. (Machinery
(Diversified)).......................... 2,000 34,315
Nintendo Co., Ltd. (Leisure Time
(Products))............................. 100 16,619
Nippon Soda Co., Ltd. (Chemicals
(Specialty))............................ 3,000 6,049
Nippon Telegraph & Telephone Corp.
(Telephone)............................. 7 119,898
Nisshin Flour Milling Co., Ltd.
(Agricultural Products)................. 3,000 20,701
Nissho Iwai Corp. (Distributors (Food &
Health))................................ 11,000 8,936
Promise Co., Ltd. (Consumer Finance).... 100 5,090
Sankyo Co., Ltd. (Health Care
(Drugs-Major Pharmaceuticals)).......... 1,000 20,554
Sanwa Bank Ltd. (The) (Banks (Major
Regional)).............................. 1,000 12,166
Sharp Corp. (Household Furnishings &
Appliances)............................. 1,000 25,595
Sony Corp. (Household Furnishings &
Appliances)............................. 100 29,656
Sumitomo Bank Ltd. (The) (Banks (Major
Regional)).............................. 4,000 54,771
Sumitomo Marine & Fire Insurance Co.,
Ltd. (The) (Insurance
(Property-Casualty)).................... 2,000 12,332
Suzuki Motor Corp. (Automobiles)........ 1,000 14,593
Takefuji Corp. (Consumer Finance)....... 300 37,555
Toa Corp. (Engineering &
Construction)........................... 8,000 10,884
Tokyo Electric Power Co., Inc. (The)
(Electric Companies).................... 2,200 59,000
</TABLE>
22 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Foreign Equity Fund
<TABLE>
<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C> <C>
JAPAN--CONTINUED
Toyota Motor Corp. (Automobiles)........ 3,000 $ 145,346
----------
1,210,188
----------
MALAYSIA--0.8%
Malayan Banking Berhad (Banks (Major
Regional)).............................. 8,000 28,421
Malaysia International Shipping Corp.
Berhad (Shipping)....................... 9,000 14,802
Sime Darby Berhad (Distributors (Food &
Health))................................ 10,000 12,684
Telekom Malaysia Berhad (Telephone)..... 2,000 7,737
----------
63,644
----------
MEXICO--1.0%
Cifra SA de CV (Retail
(Specialty))(b)......................... 4,000 8,021
Grupo Modelo SA de CV (Beverages
(Alcoholic))............................ 5,000 13,720
Grupo Televisa SA CPO (Broadcasting
(Television, Radio & Cable))(b)......... 600 20,264
Telefonos de Mexico SA Series L
(Telephone)............................. 7,000 39,156
----------
81,161
----------
NETHERLANDS--5.2%
ABN AMRO Holding NV (Banks (Major
Regional)).............................. 2,200 54,950
Aegon NV (Insurance (Life/Health))...... 630 60,849
Heineken NV (Beverages (Alcoholic))..... 100 4,877
ING Groep NV (Financial
(Diversified)).......................... 1,150 69,424
KPN NV (Telephone)...................... 100 9,759
Koninklijke (Royal) Philips Electronics
NV (Electronics (Component
Distributors)).......................... 450 61,184
Koninklijke Luchtvaart Maatschappij NV
(Airlines).............................. 75 1,926
Royal Dutch Petroleum Co. (Oil (Domestic
Integrated))............................ 2,400 147,084
TNT Post Group NV (Air Freight)......... 100 2,865
Unilever NV CVA (Foods)................. 300 16,570
Wolters Kluwer NV (Publishing).......... 200 6,768
----------
436,256
----------
NEW ZEALAND--1.9%
Brierley Investments Ltd. (Manufacturing
(Diversified))(b)....................... 15,000 3,135
Carter Holt Harvey Ltd. (Paper & Forest
Products)............................... 30,000 39,187
Contact Energy Ltd. (Electric
Companies).............................. 5,000 8,752
Fletcher Challenge Building (Engineering
& Construction)......................... 4,000 5,894
Fletcher Challenge Energy (Oil & Gas
(Exploration & Production))............. 600 1,567
Fletcher Challenge Paper (Paper & Forest
Products)............................... 6,000 4,201
Independent Newspapers Ltd.
(Publishing)............................ 1,000 4,389
<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C> <C>
NEW ZEALAND--CONTINUED
Lion Nathan Ltd. (Beverages
(Alcoholic))............................ 6,000 $ 13,951
Natural Gas Corporation Holdings Ltd.
(Natural Gas)........................... 5,000 4,702
Telecom Corporation of New Zealand Ltd.
(Telephone)............................. 15,000 70,537
----------
156,315
----------
NORWAY--1.9%
Christiania Bank Og Kreditkasse (Banks
(Major Regional))....................... 3,400 16,755
Den Norske Bank ASA (Banks (Major
Regional)).............................. 5,000 20,523
Norsk Hydro ASA (Chemicals
(Specialty))............................ 1,700 71,262
Orkla ASA (Foods)....................... 2,300 39,598
Storebrand ASA (Insurance
(Multi-Line))(b)........................ 2,000 15,221
----------
163,359
----------
SINGAPORE--1.1%
City Developments Ltd. (Financial
(Diversified)).......................... 1,000 5,854
Creative Technology Ltd. (Computers
(Peripherals)).......................... 500 9,066
DBS Land Ltd. (Financial
(Diversified)).......................... 3,000 5,908
Oversea-Chinese Banking Corp. Ltd.
(Banks (Major Regional))................ 2,100 19,291
Sembcorp Industries Ltd. (Manufacturing
(Diversified)).......................... 2,226 3,034
Shangri-La Hotel Ltd.
(Lodging-Hotels)........................ 3,000 5,728
Singapore Airlines Ltd. (Airlines)...... 2,000 22,696
Singapore Press Holdings Ltd.
(Publishing (Newspapers))............... 548 11,878
Singapore Telecommunications Ltd.
(Telephone)............................. 3,500 7,229
----------
90,684
----------
SOUTH AFRICA--1.6%
ABSA Group Ltd. (Banks (Major
Regional)).............................. 1,449 6,498
Anglo American Platinum Corp. Ltd. (Gold
& Precious Metals Mining)............... 445 13,520
AngloGold Ltd. (Gold & Precious Metals
Mining)................................. 289 14,866
De Beers (Metals Mining)................ 687 19,979
Dimension Data Holdings Ltd. (Services
(Data Processing))(b)................... 1,400 8,780
FirstRand Ltd. (Financial
(Diversified)).......................... 10,111 14,456
Imperial Holdings Ltd. (Retail
(Specialty))(b)......................... 667 7,293
Investec Group Ltd. (Banks (Major
Regional)).............................. 169 7,496
Liberty Life Association of Africa Ltd.
(Insurance (Life/ Health)).............. 615 7,094
</TABLE>
See Notes to Financial Statements 23
<PAGE>
Phoenix-Zweig Foreign Equity Fund
<TABLE>
<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C> <C>
SOUTH AFRICA--CONTINUED
Nedcor Ltd. (Banks (Major Regional)).... 515 $ 11,463
Rembrant Group Ltd. (Financial
(Diversified)).......................... 1,234 11,749
Sappi Ltd. (Paper & Forest Products).... 457 4,514
Sasol Ltd. (Metals Mining).............. 1,139 9,345
----------
137,053
----------
SPAIN--3.0%
Altadis SA (Tobacco).................... 500 7,151
Argentaria, Caja Postal y Banco
Hipotecario de Espana SA (Banks (Major
Regional)).............................. 684 16,072
Autopistas, Concesionaria Espanola SA
(Services (Commercial & Consumer))...... 500 4,860
Banco Bilbao Vizcaya SA (Banks (Major
Regional)).............................. 2,282 32,498
Banco Santander Central Hispano SA
(Banks (Major Regional))................ 3,301 37,369
Endesa SA (Electric Companies).......... 1,064 21,121
Iberdrola SA (Electric Companies)....... 1,700 23,559
Repsol-YPF SA (Oil & Gas (Refining &
Marketing))............................. 1,254 29,073
Telefonica SA (Telephone)(b)............ 3,390 84,673
----------
256,376
----------
SWEDEN--3.8%
AGA AB Class A (Chemicals
(Specialty))............................ 50 829
AstraZeneca Group PLC (Health Care
(Drugs-Major Pharmaceuticals)).......... 500 21,157
Esselte AB Class A (Office Equipment &
Supplies)............................... 50 376
ForeningsSparbanken AB (Banks (Major
Regional)).............................. 700 10,284
Hennes & Mauritz AB Class B (Retail
(Specialty-Apparel)).................... 1,300 43,547
Sandvik AB Class A (Machinery
(Diversified)).......................... 100 3,132
Skandia Forsakrings AB (Insurance
(Life/Health)).......................... 600 18,124
Svenska Cellulosa AB Class B (Household
Products (Non-Durable))................. 100 2,962
Svenska Handlesbanken AB Class A (Banks
(Major Regional))....................... 900 11,319
Telefonaktiebolaget LM Ericsson Class B
(Communications Equipment).............. 3,200 205,736
----------
317,466
----------
<CAPTION>
SHARES VALUE
------- ----------
<S> <C> <C> <C>
SWITZERLAND--2.2%
Adecco SA (Services (Commercial &
Consumer)).............................. 10 $ 7,787
Credit Suisse Group (Banks (Major
Regional)).............................. 50 9,938
Nestle SA (Foods)....................... 20 36,639
Novartis AG Registered Shares (Health
Care (Drugs-Major Pharmaceuticals))..... 30 44,049
Roche Holding AG (Health Care
(Drugs-Major Pharmaceuticals)).......... 5 59,348
Swiss Re (Insurance
(Property-Casualty)).................... 10 20,543
UBS AG (Banks (Major Regional))......... 30 8,101
----------
186,405
----------
UNITED KINGDOM--7.3%
BP Amoco PLC (Oil (Domestic
Integrated))............................ 11,604 116,681
Barclays PLC (Banks (Major Regional))... 1,186 34,139
British Telecommunications PLC
(Telephone)............................. 6,427 157,073
Carillion PLC (Engineering &
Construction)........................... 480 880
Glaxo Wellcome PLC (Health Care
(Drugs-Major Pharmaceuticals)).......... 2,715 76,747
HSBC Holdings PLC (Financial
(Diversified)).......................... 2,100 29,274
Land Securities PLC (Financial
(Diversified)).......................... 1,400 15,694
Lloyds TSB Group PLC (Financial
(Diversified)).......................... 5,621 70,322
Marks & Spencer PLC (Retail (Department
Stores))................................ 3,900 18,568
Railtrack Group PLC (Railroads)......... 200 3,360
ScottishPower PLC (Electric
Companies).............................. 500 3,788
SmithKline Beecham PLC (Health Care
(Drugs-Major Pharmaceuticals)).......... 4,069 51,924
Tarmac PLC (Construction (Cement &
Aggregates))............................ 480 4,447
Taylor Woodrow PLC (Engineering &
Construction)........................... 1,100 2,381
Unilever PLC (Foods).................... 2,232 16,422
Wolseley PLC (Distributors (Food &
Health))................................ 1,800 13,804
----------
615,504
----------
- - -----------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $4,683,284) 6,172,421
- - -----------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS--73.3%
(IDENTIFIED COST $4,683,284) 6,172,421
- - -----------------------------------------------------------------
</TABLE>
24 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Foreign Equity Fund
<TABLE>
<CAPTION>
PAR
VALUE
(000) VALUE
------- ----------
<S> <C> <C> <C>
SHORT-TERM OBLIGATIONS--25.4%
U.S. GOVERNMENT SECURITIES--1.2%
U.S. Treasury Bill 5.02%, 2/3/00(c)..... $ 100 $ 99,540
FEDERAL AGENCY SECURITIES--9.5%
Fannie Mae Discount Note 5.58%,
1/18/00................................. 800 797,892
REPURCHASE AGREEMENT--14.7%
Morgan Stanley & Co., Inc. repurchase
agreement 2.75%, dated 12/31/99 due
1/3/00, repurchase price $1,242,285
collateralized by Fannie Mae Bonds 5.50%
to 8%, 11/1/01 to 12/1/29, market value
$1,267,430.............................. 1,242 1,242,000
- - -----------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $2,139,432) 2,139,432
- - -----------------------------------------------------------------
TOTAL INVESTMENTS--98.7%
(IDENTIFIED COST $6,822,716) 8,311,853(a)
Cash and receivables, less liabilities--1.3% 112,136
----------
NET ASSETS--100.0% $8,423,989
==========
</TABLE>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $1,677,155 and gross
depreciation of $235,675 for federal income tax purposes. At December
31,1999, the aggregate cost of securities for federal income tax purposes
was $6,870,373.
(b) Non-income producing.
(c) All or a portion segregated as collateral.
See Notes to Financial Statements
25
<PAGE>
Phoenix-Zweig Foreign Equity Fund
INDUSTRY DIVERSIFICATION
AS A PERCENTAGE OF TOTAL VALUE OF
TOTAL LONG-TERM INVESTMENTS
(UNAUDITED)
<TABLE>
<S> <C>
Aerospace/Defense....................... 0.2%
Agricultural Products................... 0.3
Air Freight............................. 0.2
Airlines................................ 0.4
Aluminum................................ 0.1
Automobiles............................. 4.2
Banks (Major Regional).................. 10.3
Banks (Money Center).................... 0.2
Beverages (Alcoholic)................... 1.4
Broadcasting (Television, Radio &
Cable)................................ 0.8
Chemicals (Diversified)................. 1.0
Chemicals (Specialty)................... 1.3
Communications Equipment................ 8.6
Computers (Hardware).................... 2.2
Computers (Peripherals)................. 0.1
Construction (Cement & Aggregates)...... 0.1
Consumer Finance........................ 1.1
Distributors (Food & Health)............ 0.6
Electric Companies...................... 2.4
Electrical Equipment.................... 0.7
Electronics (Component Distributors).... 5.0
Engineering & Construction.............. 0.3
Financial (Diversified)................. 5.6
Foods................................... 1.8
Gold & Precious Metals Mining........... 0.5
Health Care (Drugs-Major
Pharmaceuticals)...................... 5.5
Household Furnishings & Appliances...... 0.9
Household Products (Non-Durable)........ 1.9
Insurance (Life/Health)................. 2.2
Insurance (Multi-Line).................. 3.6%
Insurance (Property-Casualty)........... 0.5
Iron & Steel............................ 0.1
Leisure Time Products................... 0.3
Lodging-Hotels.......................... 0.1
Machinery (Diversified)................. 0.6
Manufacturing (Diversified)............. 2.9
Metals Mining........................... 0.6
Natural Gas............................. 0.1
Office Equipment & Supplies............. 0.1
Oil (Domestic Integrated)............... 4.7
Oil & Gas (Exploration & Production).... 0.2
Oil & Gas (Refining & Marketing)........ 1.8
Paper & Forest Products................. 0.9
Photography/Imaging..................... 0.6
Publishing.............................. 0.2
Publishing (Newspapers)................. 0.2
Railroads............................... 0.6
Retail (Department Stores).............. 0.3
Retail (Food Chains).................... 0.8
Retail (Specialty)...................... 0.3
Retail (Specialty-Apparel).............. 0.7
Services (Commercial & Consumer)........ 0.2
Services (Data Processing).............. 0.1
Shipping................................ 1.3
Telecommunications
(Cellular/Wireless)................... 0.5
Telephone............................... 17.7
Tobacco................................. 0.1
--------
100.0%
========
</TABLE>
26
<PAGE>
Phoenix-Zweig Foreign Equity Fund
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
<TABLE>
<S> <C>
ASSETS
Investment securities at value,
exclusive of repurchase agreement
(Identified cost $5,580,716) $7,069,853
Repurchase agreement, at value
(Identified cost $1,242,000) 1,242,000
Foreign currency at value
(Identified cost $81,787) 81,747
Cash 3,091
Gross unrealized appreciation on
forward foreign currency contracts 18,038
Receivables
Fund shares sold 169,501
Tax reclaims 6,047
Dividends and interest 2,002
Deferred organization expense 15,520
Prepaid expenses and other assets 3,436
----------
Total assets 8,611,235
----------
LIABILITIES
Gross unrealized depreciation on
forward foreign currency contracts 50,615
Payables
Investment securities purchased 72,329
Transfer agent fee 19,246
Professional fee 11,874
Investment advisory fee 6,585
Custodian fee 6,009
Fund shares repurchased 5,967
Distribution fee 4,524
Financial agent fee 1,393
Trustees' fee 1,016
Accrued expenses 7,688
----------
Total liabilities 187,246
----------
NET ASSETS $8,423,989
==========
NET ASSETS CONSIST OF:
Capital paid in on shares of
beneficial interest $6,798,119
Undistributed net investment income 13,078
Accumulated net realized gain 156,232
Net unrealized appreciation 1,456,560
----------
NET ASSETS $8,423,989
==========
CLASS A
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net Assets
$1,435,800) 100,401
Net asset value per share $14.30
Offering price per share
$14.30/(1-5.50%) $15.13
CLASS B
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net Assets
$1,772,831) 124,853
Net asset value and offering price
per share $14.20
CLASS C
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net Assets
$3,726,520) 263,285
Net asset value and offering price
per share $14.15
CLASS I
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net Assets
$1,488,838) 104,543
Net asset value and offering price
per share $14.24
</TABLE>
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME
Dividends $ 116,098
Interest 107,097
Foreign taxes withheld (17,491)
----------
Total investment income 205,704
----------
EXPENSES
Investment advisory fee 80,425
Distribution fee, Class A 5,583
Distribution fee, Class B 17,254
Distribution fee, Class C 31,423
Financial agent fee 5,624
Transfer agent 45,653
Registration 32,281
Custodian 25,672
Amortization of deferred organization
expenses 5,355
Professional 5,151
Trustees 4,140
Printing 1,268
Miscellaneous 26,303
----------
Total expenses 286,132
Less expenses borne by investment
adviser (35,865)
----------
Net expenses 250,267
----------
NET INVESTMENT LOSS (44,563)
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain on securities 1,050,315
Net realized gain on futures
contracts 47,137
Net realized loss on foreign currency
transactions (84,722)
Net change in unrealized appreciation
(depreciation) on investments 729,635
Net change in unrealized appreciation
(depreciation) on foreign currency
and foreign currency transactions (3,478)
----------
NET GAIN ON INVESTMENTS 1,738,887
----------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $1,694,324
==========
</TABLE>
See Notes to Financial Statements 27
<PAGE>
Phoenix-Zweig Foreign Equity Fund
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
12/31/99 12/31/98
----------- ----------
<S> <C> <C>
FROM OPERATIONS
Net investment income (loss) $ (44,563) $ 47,950
Net realized gain (loss) 1,012,730 (485,415)
Net change in unrealized appreciation (depreciation) 726,157 686,834
----------- ----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS 1,694,324 249,369
----------- ----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A (6,115) (16,973)
Net investment income, Class B -- (8,611)
Net investment income, Class C -- (18,400)
Net investment income, Class I (11,409) (15,723)
Net realized gains, Class A (82,456) --
Net realized gains, Class B (96,479) --
Net realized gains, Class C (176,159) --
Net realized gains, Class I (82,118) --
----------- ----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (454,736) (59,707)
----------- ----------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (45,819 and 182,658 shares,
respectively) 604,851 2,263,864
Net asset value of shares issued from reinvestment of
distributions
(6,405 and 1,314 shares, respectively) 88,383 16,295
Cost of shares repurchased (123,078 and 48,853 shares,
respectively) (1,679,522) (581,871)
----------- ----------
Total (986,288) 1,698,288
----------- ----------
CLASS B
Proceeds from sales of shares (13,147 and 99,679 shares,
respectively) 178,632 1,245,765
Net asset value of shares issued from reinvestment of
distributions
(6,228 and 592 shares, respectively) 84,942 7,318
Cost of shares repurchased (46,239 and 10,835 shares,
respectively) (615,878) (127,043)
----------- ----------
Total (352,304) 1,126,040
----------- ----------
CLASS C
Proceeds from sales of shares (634,957 and 287,187 shares,
respectively) 8,419,758 3,562,840
Net asset value of shares issued from reinvestment of
distributions
(12,526 and 1,128 shares, respectively) 170,358 13,919
Cost of shares repurchased (658,731 and 116,523 shares,
respectively) (8,742,173) (1,436,779)
----------- ----------
Total (152,057) 2,139,980
----------- ----------
CLASS I
Proceeds from sales of shares (12,621 and 0 shares,
respectively) 156,000 --
Net asset value of shares issued from reinvestment of
distributions (6,783 and 1,272 shares, respectively) 93,527 15,723
Cost of shares repurchased (4,465 and 0 shares,
respectively) (60,113) --
----------- ----------
Total 189,414 15,723
----------- ----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (1,301,235) 4,980,031
----------- ----------
NET INCREASE (DECREASE) IN NET ASSETS (61,647) 5,169,693
NET ASSETS
Beginning of period 8,485,636 3,315,943
----------- ----------
END OF PERIOD [INCLUDING UNDISTRIBUTED NET INVESTMENT
INCOME (LOSS) OF
$13,078 AND ($12,884), RESPECTIVELY] $ 8,423,989 $8,485,636
=========== ==========
</TABLE>
28 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Foreign Equity Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS A
-----------------------------------
YEAR ENDED FROM
DECEMBER 31 INCEPTION
------------------ 11/21/97 TO
1999 1998 12/31/97
<S> <C> <C> <C>
Net asset value, beginning of period $12.39 $11.45 $11.34
INCOME FROM INVESTMENT OPERATIONS(7)
Net investment income (loss) --(6) 0.08(8) 0.01(8)
Net realized and unrealized gain (loss) 2.81 0.96 0.11
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 2.81 1.04 0.12
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.06) (0.10) (0.01)
Dividends from net realized gains (0.84) -- --
------ ------ ------
TOTAL DISTRIBUTIONS (0.90) (0.10) (0.01)
------ ------ ------
Change in net asset value 1.91 0.94 0.11
------ ------ ------
NET ASSET VALUE, END OF PERIOD $14.30 $12.39 $11.45
====== ====== ======
Total return(1) 22.98% 9.08% 1.09%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,436 $2,122 $414
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(4) 2.66% 1.80% 1.80%(2)
Net investment income --% 1.14%(8) 1.20%(2)(8)
Portfolio turnover 42% 40% 64%(2)
</TABLE>
<TABLE>
<CAPTION>
CLASS B
-----------------------------------
YEAR ENDED FROM
DECEMBER 31 INCEPTION
------------------ 11/21/97 TO
1999 1998 12/31/97
<S> <C> <C> <C>
Net asset value, beginning of period $12.35 $11.45 $11.34
INCOME FROM INVESTMENT OPERATIONS(7)
Net investment income (loss) (0.12)(6) 0.04(8) 0.01(8)
Net realized and unrealized gain (loss) 2.81 0.92 0.11
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 2.69 0.96 0.12
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- (0.06) (0.01)
Dividends from net realized gains (0.84) -- --
------ ------ ------
TOTAL DISTRIBUTIONS (0.84) (0.06) (0.01)
------ ------ ------
Change in net asset value 1.85 0.90 0.11
------ ------ ------
NET ASSET VALUE, END OF PERIOD $14.20 $12.35 $11.45
====== ====== ======
Total return(1) 22.06% 8.36% 1.03%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,773 $1,873 $713
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(5) 3.44% 2.50% 2.50%(2)
Net investment income (0.90)% 0.44%(8) 0.50%(2)(8)
Portfolio turnover 42% 40% 64%(2)
</TABLE>
(1) Maximum sales charge is not reflected in total return calculation.
(2) Annualized.
(3) Not annualized.
(4) If the investment adviser had not waived fees and reimbursed expenses,
the ratio of operating expenses to average net assets would have been 3.16%,
4.00% and 5.15% for the periods ended December 31, 1999, 1998 and 1997,
respectively.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 3.89%,
4.70% and 5.85% for the periods ended December 31, 1999, 1998 and 1997,
respectively.
(6) Computed using average shares outstanding.
(7) Distributions are made in accordance with the prospectus; however, class
level per share income from investment operations may vary from anticipated
results depending on the timing of share purchases and redemptions.
(8) Includes realized gains and losses on foreign currency transactions.
See Notes to Financial Statements 29
<PAGE>
Phoenix-Zweig Foreign Equity Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS C
-----------------------------------
YEAR ENDED FROM
DECEMBER 31 INCEPTION
------------------ 11/21/97 TO
1999 1998 12/31/97
<S> <C> <C> <C>
Net asset value, beginning of period $12.33 $11.45 $11.34
INCOME FROM INVESTMENT OPERATIONS(7)
Net investment income (loss) (0.12)(6) 0.05(8) 0.01(8)
Net realized and unrealized gain (loss) 2.78 0.90 0.11
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 2.66 0.95 0.12
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- (0.07) (0.01)
Dividends from net realized gains (0.84) -- --
------ ------ ------
TOTAL DISTRIBUTIONS (0.84) (0.07) (0.01)
------ ------ ------
Change in net asset value 1.82 0.88 0.11
------ ------ ------
NET ASSET VALUE, END OF PERIOD $14.15 $12.33 $11.45
====== ====== ======
Total return(1) 21.85% 8.27% 1.03%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $3,727 $3,384 $1,177
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(4) 3.46% 2.50% 2.50%(2)
Net investment income (0.94)% 0.44%(8) 0.50%(2)(8)
Portfolio turnover 42% 40% 64%(2)
</TABLE>
<TABLE>
<CAPTION>
CLASS I
-----------------------------------
YEAR ENDED FROM
DECEMBER 31 INCEPTION
------------------ 11/21/97 TO
1999 1998 12/31/97
<S> <C> <C> <C>
Net asset value, beginning of period $12.35 $11.46 $11.34
INCOME FROM INVESTMENT OPERATIONS(7)
Net investment income (loss) --(6) 0.16(8) 0.02(8)
Net realized and unrealized gain (loss) 2.84 0.91 0.12
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 2.84 1.07 0.14
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.11) (0.18) (0.02)
Dividends from net realized gains (0.84) -- --
------ ------ ------
TOTAL DISTRIBUTIONS (0.95) (0.18) (0.02)
------ ------ ------
Change in net asset value 1.89 0.89 0.12
------ ------ ------
NET ASSET VALUE, END OF PERIOD $14.24 $12.35 $11.46
====== ====== ======
Total return(1) 23.30% 9.32% 1.22%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,489 $1,107 $1,012
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(5) 2.50% 1.50% 1.50%(2)
Net investment income (0.03)% 1.44%(8) 1.50%(2)(8)
Portfolio turnover 42% 40% 64%(2)
</TABLE>
(1) Maximum sales charge is not reflected in total return calculation.
(2) Annualized.
(3) Not annualized.
(4) If the investment adviser had not waived fees and reimbursed expenses,
the ratio of operating expenses to average net assets would have been 3.89%,
4.70% and 5.85% for the periods ended December 31, 1999, 1998 and 1997,
respectively.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.89%,
3.70% and 4.85% for the periods ended December 31, 1999, 1998 and 1997,
respectively.
(6) Computed using average shares outstanding.
(7) Distributions are made in accordance with the prospectus; however, class
level per share income from investment operations may vary from anticipated
results depending on the timing of share purchases and redemptions.
(8) Includes realized gains and losses on foreign currency transactions.
30 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Government Cash Fund
INVESTMENTS AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
FACE
VALUE DISCOUNT MATURITY
(000) DESCRIPTION RATE DATE VALUE
------- ----------- -------- --------- ---------------------
<C> <S> <C> <C> <C> <C>
FEDERAL AGENCY SECURITIES--93.1%
$ 5,000 FMC Discount Note........................... 5.75% 1/25/00 $ 4,980,833
5,000 FHLB Discount Corp.......................... 5.56 1/26/00 4,980,694
10,000 FMC Discount Note........................... 5.53 1/26/00 9,961,597
5,000 FC Discount Note............................ 5.80 1/27/00 4,979,056
5,000 FMC Discount Note........................... 5.60 1/27/00 4,979,778
5,000 FC Discount Note............................ 5.48 2/8/00 4,971,078
10,000 FMC Discount Note........................... 5.60 2/8/00 9,940,889
5,000 Fannie Mae Discount Note.................... 5.77 2/9/00 4,968,746
5,000 FHLB Discount Corp.......................... 5.605 2/11/00 4,968,083
5,000 FMC Discount Note........................... 5.60 2/11/00 4,968,111
5,000 FHLB Discount Corp.......................... 5.51 2/15/00 4,965,562
10,000 FHLB Discount Corp.......................... 5.51 2/16/00 9,929,594
10,000 Fannie Mae Discount Note.................... 5.62 2/17/00 9,926,629
10,000 Fannie Mae Discount Note.................... 5.60 2/24/00 9,916,000
10,000 FMC Discount Note........................... 5.53 2/29/00 9,909,369
5,000 FMC Discount Note........................... 5.60 2/29/00 4,954,111
10,000 FMC Discount Note........................... 5.65 3/9/00 9,893,278
10,000 Fannie Mae Discount Note.................... 5.61 3/9/00 9,894,033
10,000 FHLB Discount Corp.......................... 5.74 3/15/00 9,882,011
<CAPTION>
FACE
VALUE DISCOUNT MATURITY
(000) DESCRIPTION RATE DATE VALUE
------- ----------- -------- --------- ---------------------
<C> <S> <C> <C> <C> <C>
FEDERAL AGENCY SECURITIES--CONTINUED
$10,000 Fannie Mae Discount Note.................... 5.68% 3/16/00 $ 9,881,667
5,000 Fannie Mae Discount Note.................... 5.76 3/29/00 4,929,600
--------------------------------------------------------------------------------------------------
153,780,719
TOTAL FEDERAL AGENCY SECURITIES
--------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
INTEREST
RATE
--------
<C> <S> <C> <C> <C> <C>
REPURCHASE AGREEMENT--8.4%
13,972 Mogan Stanley & Co., Inc. repurchase
agreement, 2.75%, dated 12/31/99 due 1/3/00,
repurchase price $13,975,202 collateralized
by Fannie Mae Bonds 5.50% to 7.50%, 1/1/06
to 7/1/29, market value $14,349,725.........
2.75 1/3/00 13,972,000
--------------------------------------------------------------------------------------------------
TOTAL REPURCHASE AGREEMENT 13,972,000
--------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS--101.5%
(IDENTIFIED COST $167,752,719) 167,752,719(a)
Cash and receivables, less liabilities--(1.5%) (2,549,804)
---------------------
NET ASSETS--100.0% $ 165,202,915
=====================
</TABLE>
(a) Federal Income Tax Information: At December 31,1999, the aggregate cost of
securities was the same for book and tax purposes.
32
See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Government Cash Fund
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
<TABLE>
<S> <C>
ASSETS
Investment securities at value
(Identified cost $167,752,719) $167,752,719
Receivables
Fund shares sold 1,559,953
Interest 1,067
Prepaid expenses 1,743
------------
Total assets 169,315,482
------------
LIABILITIES
Payables
Custodian 3,731
Fund shares repurchased 3,866,717
Dividend distributions 108,276
Distribution fee 35,412
Transfer agent fee 29,996
Investment advisory fee 17,071
Financial agent fee 9,995
Trustees' fee 2,252
Accrued expenses 39,117
------------
Total liabilities 4,112,567
------------
NET ASSETS $165,202,915
============
NET ASSETS CONSIST OF:
Capital paid in on shares of
beneficial interest $165,202,915
------------
NET ASSETS $165,202,915
============
CLASS A
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $6,110,047) 6,110,047
Net asset value and offering price
per share $1.00
CLASS B
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $4,650,316) 4,650,316
Net asset value and offering price
per share $1.00
CLASS C
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $5,982,390) 5,982,390
Net asset value and offering price
per share $1.00
CLASS I
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $2,145,805) 2,145,805
Net asset value and offering price
per share $1.00
CLASS M
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $146,314,357) 146,314,357
Net asset value and offering price
per share $1.00
</TABLE>
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME
Interest $8,459,444
----------
Total investment income 8,459,444
----------
EXPENSES
Investment advisory fee 827,398
Distribution fee, Class A 35,335
Distribution fee, Class B 23,892
Distribution fee, Class C 18,441
Distribution fee, Class M 88,331
Financial agent fee 36,190
Transfer agent 71,832
Registration 44,504
Custodian 34,655
Printing 21,247
Professional 20,391
Trustees 8,601
Miscellaneous 2,423
----------
Total expenses 1,233,240
Less expenses borne by investment
adviser (489,015)
----------
Net expenses 744,225
----------
NET INVESTMENT INCOME 7,715,219
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain on securities 817
----------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $7,716,036
==========
</TABLE>
See Notes to Financial Statements 33
<PAGE>
Phoenix-Zweig Government Cash Fund
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
12/31/99 12/31/98
------------ -----------
<S> <C> <C>
FROM OPERATIONS
Net investment income (loss) $ 7,715,219 $ 4,316,206
Net realized gain (loss) 817 220
------------ -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS 7,716,036 4,316,426
------------ -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A (519,158) (237,940)
Net investment income, Class B (90,797) (28,774)
Net investment income, Class C (272,605) (185,806)
Net investment income, Class I (108,716) (3,850,776)
Net investment income, Class M (6,723,943) (12,910)
Net realized gains, Class A (71) (13)
Net realized gains, Class B (14) (2)
Net realized gains, Class C (50) (11)
Net realized gains, Class I (22) (193)
Net realized gains, Class M (660) (1)
------------ -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (7,716,036) (4,316,426)
------------ -----------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (520,346,360 and 95,695,366
shares, respectively) 520,346,360 95,695,366
Net asset value of shares issued from reinvestment of
distributions
(426,045 and 144,560 shares, respectively) 426,045 144,560
Cost of shares repurchased (522,951,700 and 90,022,816
shares, respectively) (522,951,700) (90,022,816)
------------ -----------
Total (2,179,295) 5,817,110
------------ -----------
CLASS B
Proceeds from sales of shares (5,274,685 and 2,873,372
shares, respectively) 5,274,685 2,873,372
Net asset value of shares issued from reinvestment of
distributions
(77,651 and 22,211 shares, respectively) 77,651 22,211
Cost of shares repurchased (2,440,188 and 1,493,667
shares, respectively) (2,440,188) (1,493,667)
------------ -----------
Total 2,912,148 1,401,916
------------ -----------
CLASS C
Proceeds from sales of shares (13,107,153 and 9,959,590
shares, respectively) 13,107,153 9,959,590
Net asset value of shares issued from reinvestment of
distributions
(273,984 and 157,370 shares, respectively) 273,984 157,370
Cost of shares repurchased (14,022,767 and 6,153,574
shares, respectively) (14,022,767) (6,153,574)
------------ -----------
Total (641,630) 3,963,386
------------ -----------
CLASS I
Proceeds from sales of shares (99,867 and 4,309,423
shares, respectively) 99,867 4,309,423
Net asset value of shares issued from reinvestment of
distributions
(88,478 and 12,346 shares, respectively) 88,478 12,346
Cost of shares repurchased (926,871 and 1,537,000 shares,
respectively) (926,871) (1,537,000)
------------ -----------
Total (738,526) 2,784,769
------------ -----------
CLASS M
Proceeds from sales of shares (513,883,273 and 425,483,310
shares, respectively) 513,883,273 425,483,310
Net asset value of shares issued from reinvestment of
distributions
(5,288,093 and 1,658,994 shares, respectively) 5,288,093 1,658,994
Cost of shares repurchased (448,121,158 and 408,477,447
shares, respectively) (448,121,158) (408,477,447)
------------ -----------
Total 71,050,208 18,664,857
------------ -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 70,402,905 32,632,038
------------ -----------
NET INCREASE (DECREASE) IN NET ASSETS 70,402,905 32,632,038
NET ASSETS
Beginning of period 94,800,010 62,167,972
------------ -----------
END OF PERIOD $165,202,915 $94,800,010
============ ===========
</TABLE>
34 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Government Cash Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------------
YEAR ENDED DECEMBER 31
----------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.04 0.05 0.05 0.05 0.05
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.04 0.05 0.05 0.05 0.05
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.04) (0.05) (0.05) (0.05) (0.05)
------ ------ ------ ------ ------
Change in net asset value -- -- -- -- --
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ======
Total return(1) 4.52% 4.91% 4.97% 4.83% 5.08%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $6,110 $8,290 $2,472 $3,360 $3,661
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(4) 0.65% 0.65% 0.65% 0.65% 0.87%
Net investment income 4.41% 4.75% 4.85% 4.73% 4.97%
</TABLE>
<TABLE>
<CAPTION>
CLASS B
---------------------------------------------------
FROM
YEAR ENDED DECEMBER 31 INCEPTION
------------------------------------ 4/8/96 TO
1999 1998 1997 12/31/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.04 0.04 0.04 0.03
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.04 0.04 0.04 0.03
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.04) (0.04) (0.04) (0.03)
------ ------ ------ ------
Change in net asset value -- -- -- --
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ======
Total return(1) 3.80% 4.18% 4.24% 3.03%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $4,650 $1,738 $336 $33
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(5) 1.35% 1.35% 1.35% 1.35%(2)
Net investment income 3.80% 3.97% 4.15% 4.03%(2)
</TABLE>
(1) Maximum sales charge is not reflected in total return calculation.
(2) Annualized.
(3) Not annualized.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.09%,
1.30%, 1.74%, 1.31% and 1.34% for the periods ended December 31, 1999, 1998,
1997, 1996 and 1995, respectively.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.51%,
3.70%, 7.49% and 1.95% for the periods ended December 31, 1999, 1998, 1997
and 1996, respectively.
See Notes to Financial Statements 35
<PAGE>
Phoenix-Zweig Government Cash Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS C
----------------------------------------------------------------
YEAR ENDED DECEMBER 31
----------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.04 0.05 0.05 0.05 0.05
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.04 0.05 0.05 0.05 0.05
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.04) (0.05) (0.05) (0.05) (0.05)
------ ------ ------ ------ ------
Change in net asset value -- -- -- -- --
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ======
Total return(1) 4.52% 4.91% 4.97% 4.83% 5.08%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $5,982 $6,624 $2,661 $4,535 $4,458
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(4) 0.65% 0.65% 0.65% 0.65% 0.87%
Net investment income 4.43% 4.73% 4.85% 4.73% 4.97%
</TABLE>
<TABLE>
<CAPTION>
CLASS I
----------------------------------------------------
FROM
YEAR ENDED DECEMBER 31 INCEPTION
------------------------------------ 11/1/96 TO
1999 1998 1997 12/31/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.05 0.05 0.05 0.01
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.05 0.05 0.05 0.01
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.05) (0.05) (0.05) (0.01)
------ ------ ------ ------
Change in net asset value -- -- -- --
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ======
Total return(1) 4.83% 5.23% 5.28% 0.80%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $2,146 $2,884 $100 $1,401
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(5) 0.35% 0.35% 0.35% 0.35%(2)
Net investment income 4.73% 5.15% 5.15% 5.03%(2)
</TABLE>
(1) Maximum sales charge is not reflected in total return calculation.
(2) Annualized.
(3) Not annualized.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.35%,
1.38%, 1.65%, 1.25% and 1.15% for the periods ended December 31, 1999, 1998,
1997, 1996 and 1995, respectively.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 0.67%,
1.47%, 0.82% and 0.73% for the periods ended December 31, 1999, 1998, 1997
and 1996, respectively.
36 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Government Cash Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS M
----------------------------------------------------------------
YEAR ENDED DECEMBER 31
----------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.05 0.05 0.05 0.05 0.05
-------- ------- ------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS 0.05 0.05 0.05 0.05 0.05
-------- ------- ------- ------- -------
LESS DISTRIBUTIONS
Dividends from net investment income (0.05) (0.05) (0.05) (0.05) (0.05)
-------- ------- ------- ------- -------
Change in net asset value -- -- -- -- --
-------- ------- ------- ------- -------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======= ======= ======= =======
Total return(1) 4.77% 5.16% 5.22% 5.09% 5.32%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $146,314 $75,264 $56,599 $45,271 $48,515
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(2) 0.41% 0.41% 0.41% 0.40% 0.64%
Net investment income 4.71% 5.01% 5.09% 4.98% 5.20%
</TABLE>
(1) Maximum sales charge is not reflected in total return calculation.
(2) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 0.66%,
0.69%, 0.73%, 0.72% and 0.74% for the periods ended December 31, 1999, 1998,
1997, 1996 and 1995, respectively.
See Notes to Financial Statements 37
<PAGE>
Phoenix-Zweig Government Fund
INVESTMENTS AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000) VALUE
------------ ------ --------------------
<S> <C> <C> <C>
U.S. GOVERNMENT SECURITIES--38.0%
U.S. TREASURY BONDS--6.9%
U.S. Treasury Bonds 8.75%,
8/15/20....................... AAA $1,100 $ 1,332,344
U.S. Treasury Bonds 7.25%,
8/15/22....................... AAA 400 421,774
U.S. Treasury Bonds 5.25%,
2/15/29....................... AAA 700 579,497
--------------------
2,333,615
--------------------
U.S. TREASURY NOTES--31.1%
U.S. Treasury Notes 6.25%,
8/31/00....................... AAA 3,300 3,305,748
U.S. Treasury Notes 10.75%,
2/15/03....................... AAA 1,000 1,120,123
U.S. Treasury Notes 10.75%,
5/15/03....................... AAA 2,000 2,260,658
U.S. Treasury Notes 7.25%,
5/15/04....................... AAA 1,036 1,066,727
U.S. Treasury Notes 6.125%,
8/15/07....................... AAA 2,900 2,828,305
--------------------
10,581,561
--------------------
- - --------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT SECURITIES
(IDENTIFIED COST $13,494,448) 12,915,176
- - --------------------------------------------------------------------------
AGENCY MORTGAGE-BACKED SECURITIES--10.4%
Fannie Mae 8.25%, 12/18/00.... AAA 950 965,336
Freddie Mac 10.50%, 1/1/01.... AAA 3 2,670
Freddie Mac 5.125%,
10/15/08...................... AAA 2,700 2,368,461
Freddie Mac 10.50%, 6/1/11.... AAA 52 56,153
Freddie Mac 12%, 11/1/15...... AAA 99 112,474
GNMA 12.50%, 11/20/13......... AAA 8 9,095
GNMA 12%, 9/15/15............. AAA 18 20,711
GNMA 8%, 8/15/22.............. AAA 7 7,520
- - --------------------------------------------------------------------------
TOTAL AGENCY MORTGAGE-BACKED SECURITIES
(IDENTIFIED COST $3,854,453) 3,542,420
- - --------------------------------------------------------------------------
AGENCY NON MORTGAGE-BACKED SECURITIES--3.0%
Private Export Funding Corp.
7.90%, 3/31/00................ AAA 1,000 1,005,000
- - --------------------------------------------------------------------------
TOTAL AGENCY NON MORTGAGE-BACKED SECURITIES
(IDENTIFIED COST $998,730) 1,005,000
- - --------------------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS--51.4%
(IDENTIFIED COST $18,347,631) 17,462,596
- - --------------------------------------------------------------------------
<CAPTION>
PAR
VALUE
(000) VALUE
------ --------------------
SHORT-TERM OBLIGATIONS--48.1%
<S> <C> <C> <C>
FEDERAL AGENCY SECURITIES--44.0%
Fannie Mae Discount Note
5.73%, 1/14/00................ $3,000 $ 2,993,792
Fannie Mae Discount Note
5.59%, 1/19/00................ 4,000 3,988,820
FMC Discount Note 5.67%,
1/20/00....................... 2,000 1,994,015
FMC Discount Note 5.75%,
1/25/00....................... 3,000 2,988,500
FC Discount Note 5.73%,
2/23/00....................... 3,000 2,974,693
--------------------
14,939,820
--------------------
REPURCHASE AGREEMENT--4.1%
Morgan Stanley & Co., Inc.
repurchase agreement, 2.75%,
dated 12/31/99 due 1/3/00,
repurchase price $1,413,324
collateralized by Fannie Mae
Bonds 5.50% to 6.50%, 8/1/13
to 2/1/14, market value
$1,455,547.................... 1,413 1,413,000
- - --------------------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $16,352,820) 16,352,820
- - --------------------------------------------------------------------------
TOTAL INVESTMENTS--99.5%
(IDENTIFIED COST $34,700,451) 33,815,416(a)
Cash and receivables, less liabilities--0.5% 162,007
--------------------
NET ASSETS--100.0% $ 33,977,423
====================
</TABLE>
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $50,331 and gross
depreciation of $935,366 for federal income tax purposes. At December
31,1999, the aggregate cost of securities for federal income tax purpose
was $34,700,451.
40
See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Government Fund
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
<TABLE>
<S> <C>
ASSETS
Investment securities at value
(Identified cost $34,700,451) $33,815,416
Cash 822
Receivables
Interest 331,621
Investment securities sold 857
Fund shares sold 132
Prepaid expenses 751
-----------
Total assets 34,149,599
-----------
LIABILITIES
Payables
Fund shares purchased 81,747
Transfer agent fee 36,117
Investment advisory fee 18,096
Distribution fee 12,265
Financial agent fee 6,708
Trustees' fee 1,077
Accrued expenses 16,166
-----------
Total liabilities 172,176
-----------
NET ASSETS $33,977,423
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of
beneficial interest $43,540,437
Undistributed net investment income 28,333
Accumulated net realized loss (8,706,312)
Net unrealized depreciation (885,035)
-----------
NET ASSETS $33,977,423
===========
CLASS A
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $21,922,024) 2,256,384
Net asset value per share $9.72
Offering price per share
$9.72/(1-4.75%) $10.20
CLASS B
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $1,657,037) 169,356
Net asset value and offering price
per share $9.78
CLASS C
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $7,068,299) 729,299
Net asset value and offering price
per share $9.69
CLASS I
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $3,330,063) 341,785
Net asset value and offering price
per share $9.74
</TABLE>
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME
Interest $ 2,442,715
-----------
Total investment income 2,442,715
-----------
EXPENSES
Investment advisory fee 243,176
Distribution fee, Class A 76,778
Distribution fee, Class B 22,456
Distribution fee, Class C 71,412
Financial agent fee 28,396
Transfer agent 83,395
Registration 27,777
Custodian 14,832
Professional 10,077
Printing 7,245
Trustees 4,888
Miscellaneous 7,554
-----------
Total expenses 597,986
-----------
NET INVESTMENT INCOME 1,844,729
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized loss on securities (524,883)
Net change in unrealized
appreciation (depreciation) on
investments (2,530,574)
-----------
NET LOSS ON INVESTMENTS (3,055,457)
-----------
NET DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS $(1,210,728)
===========
</TABLE>
See Notes to Financial Statements 41
<PAGE>
Phoenix-Zweig Government Fund
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
12/31/99 12/31/98
----------- -----------
<S> <C> <C>
FROM OPERATIONS
Net investment income (loss) $ 1,844,729 $ 2,066,058
Net realized gain (loss) (524,883) 832,801
Net change in unrealized appreciation (depreciation) (2,530,574) 474,221
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS (1,210,728) 3,373,080
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A (1,149,841) (1,445,311)
Net investment income, Class B (87,786) (59,632)
Net investment income, Class C (389,322) (504,015)
Net investment income, Class I (155,187) (85,307)
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (1,782,136) (2,094,265)
----------- -----------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (149,538 and 487,472 shares,
respectively) 1,518,826 5,104,178
Net asset value of shares issued from reinvestment of
distributions
(70,016 and 82,836 shares, respectively) 698,694 849,886
Cost of shares repurchased (814,413 and 500,204 shares,
respectively) (8,167,750) (5,154,850)
----------- -----------
Total (5,950,230) 799,214
----------- -----------
CLASS B
Proceeds from sales of shares (127,725 and 144,175 shares,
respectively) 1,295,107 1,519,106
Net asset value of shares issued from reinvestment of
distributions
(4,617 and 2,992 shares, respectively) 46,246 30,868
Cost of shares repurchased (172,012 and 57,793 shares,
respectively) (1,721,621) (599,173)
----------- -----------
Total (380,268) 950,801
----------- -----------
CLASS C
Proceeds from sales of shares (181,165 and 461,788 shares,
respectively) 1,821,289 4,782,752
Net asset value of shares issued from reinvestment of
distributions
(21,234 and 27,410 shares, respectively) 211,467 280,504
Cost of shares repurchased (611,333 and 362,588 shares,
respectively) (6,113,837) (3,712,306)
----------- -----------
Total (4,081,081) 1,350,950
----------- -----------
CLASS I
Proceeds from sales of shares (37,065 and 278,578 shares,
respectively) 371,104 2,921,512
Net asset value of shares issued from reinvestment of
distributions
(15,534 and 8,254 shares, respectively) 155,187 85,307
Cost of shares repurchased (5,638 and 95,877 shares,
respectively) (57,000) (1,000,000)
----------- -----------
Total 469,291 2,006,819
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (9,942,288) 5,107,784
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS (12,935,152) 6,386,599
NET ASSETS
Beginning of period 46,912,575 40,525,976
----------- -----------
END OF PERIOD [INCLUDING UNDISTRIBUTED NET INVESTMENT
INCOME (LOSS) OF
$28,333 AND $821, RESPECTIVELY] $33,977,423 $46,912,575
=========== ===========
</TABLE>
42 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Government Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------------
YEAR ENDED DECEMBER 31
----------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 10.44 $ 10.09 $ 9.81 $ 10.39 $ 9.63
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.46 0.53 0.52 0.53 0.52(1)
Net realized and unrealized gain (loss) (0.73) 0.35 0.28 (0.58) 0.77
------- ------- ------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS (0.27) 0.88 0.80 (0.05) 1.29
------- ------- ------- ------- -------
LESS DISTRIBUTIONS
Dividends from net investment income (0.45) (0.53) (0.52) (0.53) (0.53)
------- ------- ------- ------- -------
Change in net asset value (0.72) 0.35 0.28 (0.58) 0.76
------- ------- ------- ------- -------
NET ASSET VALUE, END OF PERIOD $ 9.72 $ 10.44 $ 10.09 $ 9.81 $ 10.39
======= ======= ======= ======= =======
Total return(2) (2.58)% 8.91% 8.42% (0.42)% 13.84%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $21,922 $29,767 $28,062 $33,848 $42,207
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.35% 1.32% 1.36% 1.14 %(5) 1.26%
Net investment income 4.67% 5.09% 5.26% 5.25 % 5.22%
Portfolio turnover 183% 48% 128% 170 % 195%
</TABLE>
<TABLE>
<CAPTION>
CLASS B
---------------------------------------------------
FROM
YEAR ENDED DECEMBER 31 INCEPTION
------------------------------------ 4/8/96 TO
1999 1998 1997 12/31/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 10.52 $ 10.15 $ 9.86 $ 9.76
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.39 0.44 0.46 0.29
Net realized and unrealized gain (loss) (0.74) 0.37 0.26 0.11
------- ------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS (0.35) 0.81 0.72 0.40
------- ------- ------- -------
LESS DISTRIBUTIONS
Dividends from net investment income (0.39) (0.44) (0.43) (0.30)
------- ------- ------- -------
Change in net asset value (0.74) 0.37 0.29 0.10
------- ------- ------- -------
NET ASSET VALUE, END OF PERIOD $ 9.78 $ 10.52 $ 10.15 $ 9.86
======= ======= ======= =======
Total return(2) (3.23)% 8.20% 7.55% 4.16%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,657 $2,199 $1,215 $513
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.06% 2.02% 2.06% 1.84%(3)(6)
Net investment income 3.97% 4.39% 4.56% 4.55%(3)
Portfolio turnover 183% 48% 128% 170%
</TABLE>
(1) Computed using average shares outstanding.
(2) Maximum sales charge is not reflected in total return calculation.
(3) Annualized.
(4) Not annualized.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expense to average net assets would have been 1.36% for
the period ended December 31, 1996.
(6) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.10% for
the period ended December 31, 1996.
See Notes to Financial Statements 43
<PAGE>
Phoenix-Zweig Government Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS C
----------------------------------------------------------------
YEAR ENDED DECEMBER 31
----------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 10.42 $ 10.08 $ 9.81 $ 10.38 $ 9.62
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.42 0.47 0.48 0.49 0.48(1)
Net realized and unrealized gain (loss) (0.74) 0.36 0.27 (0.58) 0.76
------- ------- ------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS (0.32) 0.83 0.75 (0.09) 1.24
------- ------- ------- ------- -------
LESS DISTRIBUTIONS
Dividends from net investment income (0.41) (0.49) (0.48) (0.48) (0.48)
------- ------- ------- ------- -------
Change in net asset value (0.73) 0.34 0.27 (0.57) 0.76
------- ------- ------- ------- -------
NET ASSET VALUE, END OF PERIOD $ 9.69 $ 10.42 $ 10.08 $ 9.81 $ 10.38
======= ======= ======= ======= =======
Total return(2) (3.09)% 8.46% 7.86% (0.82)% 13.27%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $7,068 $11,859 $10,199 $14,330 $19,778
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.80% 1.77% 1.81% 1.59 %(5) 1.71%
Net investment income 4.22% 4.64% 4.81% 4.80 % 4.77%
Portfolio turnover 183% 48% 128% 170 % 195%
</TABLE>
<TABLE>
<CAPTION>
CLASS I
--------------------------------------
YEAR ENDED FROM
DECEMBER 31 INCEPTION
---------------------- 7/14/97 TO
1999 1998 12/31/97
<S> <C> <C> <C>
Net asset value, beginning of period $ 10.48 $ 10.11 $ 9.88
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.49 0.55 0.26
Net realized and unrealized gain (loss) (0.74) 0.37 0.23
------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS (0.25) 0.92 0.49
------- ------- -------
LESS DISTRIBUTIONS
Dividends from net investment income (0.49) (0.55) (0.26)
------- ------- -------
Change in net asset value (0.74) 0.37 0.23
------- ------- -------
NET ASSET VALUE, END OF PERIOD $ 9.74 $ 10.48 $ 10.11
======= ======= =======
Total return(2) (2.31)% 9.33% 5.01%(4)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $3,330 $3,088 $1,050
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.06% 1.02% 1.06%(3)
Net investment income 4.98% 5.39% 5.56%(3)
Portfolio turnover 183% 48% 128%
</TABLE>
(1) Computed using average shares outstanding.
(2) Maximum sales charge is not reflected in total return calculation.
(3) Annualized.
(4) Not annualized.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.81% for
the period ended December 31, 1996.
44 See Notes to Financial Statements
<PAGE>
<PAGE>
Phoenix-Zweig Growth & Income Fund
INVESTMENTS AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
COMMON STOCKS--51.8%
AEROSPACE/DEFENSE--0.4%
AAR Corp................................ 1,000 $ 17,937
Cordant Technologies, Inc............... 800 26,400
Goodrich (B.F) Co. (The)................ 1,000 27,500
------------
71,837
------------
AGRICULTURAL PRODUCTS--0.1%
Universal Corp.......................... 1,100 25,094
AIR FREIGHT--0.2%
Expeditors International of Washington,
Inc..................................... 1,000 43,812
AIRLINES--0.0%
America West Holdings Corp. Class
B(b).................................... 100 2,075
AUTO PARTS & EQUIPMENT--0.7%
Arvin Industries, Inc................... 1,000 28,375
Borg-Warner Automotive, Inc............. 600 24,300
Cooper Tire & Rubber Co................. 1,700 26,456
Mark IV Industries, Inc................. 1,400 24,762
Superior Industries International,
Inc..................................... 800 21,450
TRW, Inc................................ 500 25,969
------------
151,312
------------
BANKS (MAJOR REGIONAL)--2.7%
AmSouth BanCorp......................... 2,000 38,625
Bank of New York Co., Inc. (The)........ 1,000 40,000
Fifth Third Bancorp..................... 800 58,700
Huntington Bancshares, Inc.............. 1,700 40,587
KeyCorp................................. 1,800 39,825
Mellon Financial Corp................... 1,100 37,469
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
BANKS (MAJOR REGIONAL)--CONTINUED
Northern Trust Corp..................... 600 $ 31,800
Regions Financial Corp.................. 1,600 40,200
Republic New York Corp.................. 500 36,000
SouthTrust Corp......................... 1,200 45,375
State Street Corp....................... 800 58,450
SunTrust Banks, Inc..................... 600 41,287
Wells Fargo Co.......................... 1,000 40,437
------------
548,755
------------
BANKS (MONEY CENTER)--0.2%
Bank of America Corp.................... 800 40,150
BANKS (REGIONAL)--1.3%
Compass Bancshares, Inc................. 1,800 40,162
First Tennessee National Corp........... 1,400 39,900
Marshall & Ilsley Corp.................. 600 37,687
National Commerce Bancorporation........ 1,700 38,569
Old Kent Financial Corp................. 1,100 38,912
UnionBanCal Corp........................ 1,000 39,437
Zions Bancorporation.................... 600 35,512
------------
270,179
------------
BROADCASTING (TELEVISION, RADIO & CABLE)--0.2%
Radio One, Inc.(b)...................... 500 46,000
BUILDING MATERIALS--0.3%
Lafarge Corp.(c)........................ 900 24,862
TJ International, Inc................... 700 29,400
------------
54,262
------------
</TABLE>
See Notes to Financial Statements 47
<PAGE>
Phoenix-Zweig Growth & Income Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
CHEMICALS (SPECIALTY)--0.3%
Fuller (H.B.) Co........................ 200 $ 11,187
Lubrizol Corp. (The).................... 900 27,787
Schulman (A.), Inc...................... 1,200 19,575
------------
58,549
------------
COMMUNICATIONS EQUIPMENT--2.8%
ADTRAN, Inc.(b)......................... 700 36,006
Advanced Fibre Communications,
Inc.(b)................................. 1,300 58,094
Anixter International, Inc.(b).......... 100 2,062
Aspect Communications Corp.(b).......... 1,500 58,687
Cable Design Technologies Corp.(b)...... 100 2,300
California Amplifier, Inc.(b)........... 1,400 36,837
Carrier Access Corp.(b)................. 600 40,387
CommScope, Inc.(b)...................... 3,400 137,062
Ditech Communications Corp.(b).......... 300 28,050
Harmonic, Inc.(b)....................... 700 66,456
Ortel Corp.(b).......................... 500 60,000
Scientific-Atlanta, Inc................. 700 38,937
------------
564,878
------------
COMPUTERS (HARDWARE)--0.6%
Aironet Wireless Communications,
Inc.(b)................................. 600 40,069
Ancor Communications, Inc.(b)........... 400 27,150
Emulex Corp.(b)......................... 400 45,000
------------
112,219
------------
COMPUTERS (NETWORKING)--0.2%
Network Appliance, Inc.(b).............. 500 41,531
COMPUTERS (PERIPHERALS)--0.2%
Advanced Digital Information Corp.(b)... 1,000 48,625
COMPUTERS (SOFTWARE & SERVICES)--8.9%
ACTV, Inc.(b)........................... 1,100 50,256
Adobe Systems, Inc...................... 600 40,350
America Online, Inc.(b)................. 600 45,262
Art Technology Group, Inc.(b)........... 500 65,000
Aspect Development, Inc.(b)............. 500 34,250
BroadVision, Inc.(b).................... 400 68,025
Clarify, Inc. (b)....................... 400 50,400
F5 Networks, Inc.(b).................... 300 34,200
Geoworks Corp.(b)....................... 2,800 46,900
ISS Group, Inc.(b)...................... 1,000 71,125
Inet Technolgies, Inc.(b)............... 600 41,925
Informix Corp.(b)....................... 100 1,137
InfoSpace.com, Inc.(b).................. 300 64,200
Interliant, Inc.(b)..................... 1,300 33,800
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
COMPUTERS (SOFTWARE & SERVICES)--CONTINUED
Legato Systems, Inc.(b)................. 700 $ 48,169
Mercury Computer Systems, Inc.(b)....... 1,400 49,000
Microsoft Corp.(b)...................... 800 93,400
Network Solutions, Inc.(b).............. 200 43,512
ONYX Software Corp.(b).................. 1,000 37,000
Oracle Corp.(b)......................... 300 33,619
Razorfish, Inc.(b)...................... 600 57,075
Remedy Corp.(b)......................... 1,100 52,112
Sapient Corp.(b)........................ 400 56,375
Siebel Systems, Inc. (b)................ 900 75,600
Software.com, Inc.(b)................... 600 57,600
Sybase, Inc.(b)......................... 100 1,700
TIBCO Software, Inc.(b)................. 300 45,900
VERITAS Software Corp.(b)............... 1,200 171,750
VeriSign, Inc.(b)....................... 300 57,225
WebTrends Corp.(b)...................... 700 56,700
Yahoo!, Inc.(b)......................... 300 129,806
i2 Technologies, Inc.(b)................ 300 58,500
pcOrder.com, Inc. (b)................... 900 45,900
------------
1,817,773
------------
CONSUMER (JEWELRY, NOVELTIES & GIFTS)--0.0%
Fossil, Inc.(b)......................... 50 1,156
CONSUMER FINANCE--0.3%
AmeriCredit Corp.(b).................... 100 1,850
MBNA Corp............................... 2,100 57,225
PMI Group, Inc. (The)................... 50 2,441
Providian Financial Corp................ 50 4,553
------------
66,069
------------
CONTAINERS (METAL & GLASS)--0.1%
Ball Corp............................... 700 27,562
DISTRIBUTORS (FOOD & HEALTH)--0.1%
SUPERVALU, Inc.......................... 1,471 29,420
ELECTRIC COMPANIES--2.6%
Avista Corp............................. 1,600 24,700
Constellation Energy Group.............. 700 20,300
DTE Energy Co........................... 700 21,962
Edison International.................... 900 23,569
Energy East Corp........................ 1,800 37,462
Entergy Corp............................ 900 23,175
FirstEnergy Corp........................ 800 18,150
GPU, Inc.(c)............................ 5,500 164,656
Northeast Utilities..................... 1,900 39,069
Public Service Company of New Mexico.... 2,600 42,250
</TABLE>
48 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Growth & Income Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
ELECTRIC COMPANIES--CONTINUED
Public Service Enterprise Group, Inc.... 800 $ 27,850
Texas Utilities Co...................... 700 24,894
Unicom Corp............................. 700 23,450
UtiliCorp United, Inc................... 1,250 24,297
Wisconsin Energy Corp................... 900 17,325
------------
533,109
------------
ELECTRICAL EQUIPMENT--2.0%
AVX Corp................................ 1,200 59,925
Advanced Energy Industries, Inc.(b)..... 900 44,325
American Power Conversion Corp.(b)...... 2,700 71,212
C-COR.net Corp.(b)...................... 700 53,637
Flextronics International Ltd.(b)....... 1,200 55,200
Molex, Inc.............................. 700 39,681
Rockwell International Corp............. 500 23,937
Sensormatic Electronics Corp.(b)........ 100 1,744
Zomax, Inc.(b).......................... 1,200 54,300
------------
403,961
------------
ELECTRONICS (INSTRUMENTATION)--0.7%
Newport Corp............................ 900 41,175
Optical Coating Laboratory, Inc......... 200 59,200
Photon Dynamics, Inc.(b)................ 1,000 38,750
------------
139,125
------------
ELECTRONICS (SEMICONDUCTORS)--4.8%
Adaptec, Inc.(b)........................ 700 34,912
Amkor Technology, Inc.(b)............... 1,900 53,675
Analog Devices, Inc.(b)................. 600 55,800
Applied Micro Circuits Corp.(b)......... 800 101,800
Broadcom Corp. Class A(b)............... 200 54,475
Cree Research, Inc.(b).................. 700 59,762
Dallas Semiconductor Corp............... 700 45,106
E-Tek Dynamics, Inc.(b)................. 500 67,312
Intel Corp.............................. 500 41,156
Linear Technology Corp.................. 600 42,937
Maxim Integrated Products, Inc.(b)...... 1,600 75,500
Microchip Technology, Inc.(b)........... 1,200 82,125
QLogic Corp.(c)......................... 900 143,887
Semtech Corp.(b)........................ 700 36,487
Xilinx, Inc.(b)......................... 1,800 81,844
------------
976,778
------------
ENTERTAINMENT--0.2%
Time Warner, Inc........................ 600 43,463
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
EQUIPMENT (SEMICONDUCTOR)--1.2%
Cymer, Inc.(b).......................... 800 $ 36,800
Helix Technology Corp.(b)............... 800 35,850
Teradyne, Inc.(c)....................... 2,700 178,200
------------
250,850
------------
FINANCIAL (DIVERSIFIED)--0.9%
Ambac Financial Group, Inc.............. 300 15,656
CIT Group, Inc. (The) Class A........... 1,100 23,238
Citigroup, Inc.......................... 750 41,672
Fannie Mae.............................. 600 37,463
Financial Security Assurance Holdings
Ltd.(c)................................. 500 26,063
Freddie Mac............................. 800 37,650
------------
181,742
------------
FOODS--0.2%
Hormel Foods Corp....................... 1,000 40,625
IBP, Inc................................ 100 1,800
International Home Foods, Inc.(b)....... 100 1,738
------------
44,163
------------
GAMING, LOTTERY & PARI-MUTUEL COMPANIES--0.0%
Harrah's Entertainment, Inc.(b)......... 100 2,644
Station Casinos, Inc.(b)................ 100 2,244
------------
4,888
------------
GOLD & PRECIOUS METALS MINING--0.1%
Homestake Mining Co..................... 3,500 27,344
HEALTH CARE (DIVERSIFIED)--0.4%
Allergan, Inc........................... 1,300 64,675
Mallinckrodt, Inc....................... 800 25,450
------------
90,125
------------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.2%
Pfizer, Inc............................. 1,200 38,925
HEALTH CARE (GENERIC AND OTHER)--0.2%
Jones Pharma, Inc....................... 900 39,094
HEALTH CARE (MANAGED CARE)--0.1%
Aetna, Inc.............................. 500 27,906
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--0.3%
Affymetrix, Inc.(b)..................... 400 67,875
HOMEBUILDING--0.3%
Kaufman and Broad Home Corp............. 1,100 26,606
</TABLE>
See Notes to Financial Statements 49
<PAGE>
Phoenix-Zweig Growth & Income Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
HOMEBUILDING--CONTINUED
Pulte Corp.............................. 1,200 $ 27,000
------------
53,606
------------
HOUSEHOLD FURNISHINGS & APPLIANCES--0.2%
Furniture Brands International,
Inc.(b)................................. 100 2,200
U.S. Industries, Inc.................... 1,400 19,600
Whirlpool Corp.......................... 400 26,025
------------
47,825
------------
HOUSEHOLD PRODUCTS (NON-DURABLE)--0.0%
Church & Dwight Co., Inc................ 100 2,669
HOUSEWARES--0.0%
Tupperware Corp......................... 100 1,694
INSURANCE (MULTI-LINE)--0.3%
American International Group, Inc....... 400 43,250
Loews Corp.............................. 400 24,275
------------
67,525
------------
INSURANCE (PROPERTY-CASUALTY)--0.8%
Enhance Financial Services Group,
Inc..................................... 1,500 24,375
Fremont General Corp.................... 400 2,950
HCC Insurance Holdings, Inc............. 1,200 15,825
St. Paul Cos., Inc. (The)............... 700 23,581
Travelers Property Casualty Corp. Class
A....................................... 3,000 102,750
------------
169,481
------------
INSURANCE BROKERS--0.3%
Aon Corp................................ 1,400 56,000
INVESTMENT BANKING/BROKERAGE--1.1%
AXA Financial, Inc...................... 1,200 40,650
Bear Stearns Cos., Inc. (The)........... 2,124 90,801
Lehman Brothers Holdings, Inc........... 1,200 101,625
------------
233,076
------------
IRON & STEEL--0.1%
AK Steel Holding Corp................... 1,400 26,425
LEISURE TIME (PRODUCTS)--0.1%
Brunswick Corp.......................... 1,100 24,475
MACHINERY (DIVERSIFIED)--0.3%
Manitowoc Co., Inc. (The)............... 50 1,700
Milacron, Inc........................... 1,700 26,138
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
MACHINERY (DIVERSIFIED)--CONTINUED
Tecumseh Products Co. Class A........... 500 $ 23,594
------------
51,432
------------
MANUFACTURING (DIVERSIFIED)--0.9%
Danaher Corp............................ 900 43,425
GenCorp, Inc............................ 1,800 17,775
Honeywell International, Inc............ 700 40,381
Johnson Controls, Inc................... 700 39,813
Trinity Industries, Inc................. 900 25,594
United Dominion Industries Ltd.......... 1,300 25,919
------------
192,907
------------
MANUFACTURING (SPECIALIZED)--0.3%
CTS Corp................................ 600 45,225
Donaldson Co., Inc...................... 100 2,406
United Stationers, Inc.(b).............. 100 2,856
------------
50,487
------------
METALS MINING--0.2%
Freeport-McMoRan Copper & Gold,
Inc.(b)................................. 2,100 44,363
NATURAL GAS--0.1%
Equitable Resources, Inc................ 700 23,363
OFFICE EQUIPMENT & SUPPLIES--0.1%
Wallace Computer Services, Inc.......... 900 14,963
OIL & GAS (EXPLORATION & PRODUCTION)--0.3%
Apache Corp............................. 700 25,856
Kerr-McGee Corp......................... 400 24,800
Pioneer Natural Resources Co.(b)........ 200 1,788
Vintage Petroleum, Inc.(b).............. 100 1,206
------------
53,650
------------
OIL (DOMESTIC INTEGRATED)--0.1%
Amerada Hess Corp....................... 400 22,700
Occidental Petroleum Corp............... 100 2,163
------------
24,863
------------
PAPER & FOREST PRODUCTS--0.5%
Boise Cascade Corp...................... 700 28,350
Georgia-Pacific Group................... 500 25,375
Louisiana-Pacific Corp.................. 1,300 18,525
Potlatch Corp........................... 600 26,775
------------
99,025
------------
</TABLE>
50 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Growth & Income Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
PHOTOGRAPHY/IMAGING--0.1%
IKON Office Solutions, Inc.............. 4,100 $ 27,931
REITS--4.4%
AMB Property Corp....................... 300 5,981
Apartment Investment & Management Co.... 700 27,869
Arden Realty, Inc....................... 1,200 24,075
Brandywine Realty Trust................. 1,500 24,563
CBL & Associates Properties, Inc........ 1,300 26,813
Cabot Industrial Trust.................. 500 9,188
Camden Property Trust................... 500 13,688
CarrAmerica Realty Corp................. 1,300 27,463
Colonial Properties Trust............... 1,000 23,188
Crescent Real Estate Equities Co........ 4,600 84,525
Duke-Weeks Realty Corp.................. 3,100 60,450
Equity Office Properties Trust.......... 1,000 24,625
Equity Residential Properties Trust..... 2,000 85,375
Federal Realty Investment Trust......... 500 9,406
First Industrial Realty Trust, Inc...... 900 24,694
Franchise Finance Corporation of
America................................. 1,100 26,331
General Growth Properties, Inc.......... 500 14,000
Highwoods Properties, Inc............... 1,100 25,575
Kilroy Realty Corp...................... 1,100 24,200
Liberty Property Trust.................. 1,100 26,675
Macerich Co. (The)...................... 700 14,569
Mack-Cali Realty Corp................... 400 10,425
MeriStar Hospitality Corp............... 1,500 24,000
ProLogis Trust.......................... 4,570 87,973
Public Storage, Inc..................... 1,100 24,956
Reckson Associates Realty Corp.......... 1,200 24,600
Rouse Co. (The)......................... 1,200 25,500
Spieker Properties, Inc................. 700 25,506
Storage USA, Inc........................ 800 24,200
Taubman Centers, Inc.................... 1,900 20,425
United Dominion Realty Trust, Inc....... 2,500 24,688
------------
895,526
------------
RESTAURANTS--0.1%
Brinker International, Inc.(b).......... 100 2,400
CEC Entertainment, Inc.(b).............. 100 2,838
Darden Restaurants, Inc................. 100 1,813
Jack in the Box, Inc.(b)................ 100 2,069
Ruby Tuesday, Inc....................... 100 1,819
------------
10,939
------------
RETAIL (BUILDING SUPPLIES)--0.3%
Home Depot, Inc. (The).................. 600 41,138
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
RETAIL (BUILDING SUPPLIES)--CONTINUED
Hughes Supply, Inc...................... 1,050 $ 22,641
------------
63,779
------------
RETAIL (DISCOUNTERS)--0.0%
Ross Stores, Inc........................ 100 1,794
RETAIL (GENERAL MERCHANDISE)--0.5%
Wal-Mart Stores, Inc.................... 1,500 103,688
RETAIL (HOME SHOPPING)--0.4%
CDW Computer Centers, Inc.(b)........... 1,100 86,488
RETAIL (SPECIALTY)--1.1%
Linens 'n Things, Inc.(b)............... 100 2,963
Pep Boys-Manny, Moe & Jack (The)........ 2,100 19,163
Tiffany & Co............................ 2,300 205,275
------------
227,401
------------
RETAIL (SPECIALTY-APPAREL)--0.8%
American Eagle Outfitters, Inc.(b)...... 1,800 81,000
Burlington Coat Factory Warehouse
Corp.................................... 100 1,388
Pacific Sunwear of California,
Inc.(b)................................. 2,600 83,688
------------
166,076
------------
SAVINGS & LOAN COMPANIES--0.7%
Bank United Corp. Class A............... 600 16,350
Dime Bancorp, Inc....................... 1,600 24,200
Golden State Bancorp, Inc.(b)........... 100 1,725
GreenPoint Financial Corp............... 1,600 38,100
Sovereign Bancorp, Inc.................. 5,400 40,247
Webster Financial Corp.................. 1,100 25,919
------------
146,541
------------
SERVICES (COMMERCIAL & CONSUMER)--0.6%
Braun Consulting, Inc.(b)............... 700 50,050
Diamond Technology Partners, Inc.(b).... 300 25,781
Macrovision Corp.(b).................... 500 37,000
------------
112,831
------------
SERVICES (COMPUTER SYSTEMS)--0.3%
Lightbridge, Inc.(b).................... 1,900 52,725
SERVICES (DATA PROCESSING)--0.2%
Paychex, Inc............................ 900 36,000
SHIPPING--0.3%
Alexander & Baldwin, Inc................ 400 9,125
</TABLE>
See Notes to Financial Statements 51
<PAGE>
Phoenix-Zweig Growth & Income Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
SHIPPING--CONTINUED
Royal Caribbean Cruises Ltd............. 900 $ 44,381
------------
53,506
------------
SPECIALTY PRINTING--0.3%
Banta Corp.............................. 1,100 24,819
Topps Co., Inc. (The)(b)................ 2,800 29,050
------------
53,869
------------
STRIP CENTERS--0.1%
Developers Diversified Realty Corp...... 1,500 19,313
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.3%
Powerwave Technologies, Inc.(b)......... 900 52,538
TELECOMMUNICATIONS (LONG DISTANCE)--0.3%
Network Plus Corp.(b)................... 2,400 50,400
TEXTILES (APPAREL)--0.0%
Quicksilver, Inc.(b).................... 100 1,550
Tommy Hilfiger Corp.(b)................. 100 2,331
------------
3,881
------------
TEXTILES (HOME FURNISHINGS)--0.3%
Springs Industries, Inc. Class A........ 1,300 51,919
TRUCKERS --0.9%
USFreightways Corp...................... 3,700 177,138
TRUCKS & PARTS--0.3%
Cummins Engine Co., Inc................. 600 28,988
PACCAR, Inc.(c)......................... 600 26,588
------------
55,576
------------
- - --------------------------------------------------------------------
TOTAL COMMON STOCKS
(IDENTIFIED COST $9,979,104) 10,578,294
- - --------------------------------------------------------------------
FOREIGN COMMON STOCKS--3.2%
ALUMINUM--0.5%
Alcan Aluminum Ltd. (Canada)............ 2,200 90,612
AUTO PARTS & EQUIPMENT--0.1%
Magna International, Inc. (Canada)...... 600 25,425
COMMUNICATIONS EQUIPMENT--0.3%
AudioCodes Ltd. (Israel)(b)............. 700 64,400
COMPUTERS (SOFTWARE & SERVICES)--1.1%
Business Objects SA Sponsored ADR
(France)(b)............................. 400 53,450
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
COMPUTERS (SOFTWARE & SERVICES)--CONTINUED
IONA Technologies PLC ADR
(Ireland)(b)............................ 1,400 $ 76,300
Infosys Technologies Ltd. Sponsored ADR
(India)................................. 200 66,000
Internet Gold (Israel)(b)............... 1,700 37,825
------------
233,575
------------
ELECTRONICS (SEMICONDUCTORS)--0.2%
ARM Holdings PLC Sponsored ADR (United
Kingdom)(b)............................. 200 38,300
HOMEBUILDING--0.1%
Trizec Hahn Corp. (Canada).............. 1,400 23,625
MANUFACTURING (DIVERSIFIED)--0.2%
Gucci Group (Netherlands)............... 300 34,350
OIL (INTERNATIONAL INTEGRATED)--0.1%
YPF Sociedad Anonima Sponsored ADR
(Argentina)............................. 500 18,469
RAILROADS--0.3%
Canadian National Railway Co.
(Canada)................................ 900 23,681
Canadian Pacific Ltd. (Canada).......... 1,800 38,813
------------
62,494
------------
TELECOMMUNICATIONS (LONG DISTANCE)--0.3%
COLT Telecom Group PLC Sponsored ADR
(United Kingdom)(b)..................... 300 61,200
- - --------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $591,136) 652,450
- - --------------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS--55.0%
(IDENTIFIED COST $10,570,240) 11,230,744
- - --------------------------------------------------------------------
<CAPTION>
PAR
VALUE
(000)
--------
SHORT-TERM OBLIGATIONS--45.0%
<S> <C> <C> <C>
U.S. GOVERNMENT SECURITIES--0.5%
U.S. Treasury Bill 5.05%, 2/3/00(c)..... $ 100 99,537
FEDERAL AGENCY SECURITIES--29.3%
FHLB Discount Corp. 5.73%, 1/14/00...... 3,000 2,993,793
Fannie Mae Discount Note 5.73%,
1/14/00................................. 3,000 2,993,792
------------
5,987,585
------------
</TABLE>
52 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Growth & Income Fund
<TABLE>
<CAPTION>
PAR
VALUE
(000) VALUE
-------- ------------
<S> <C> <C> <C>
REPURCHASE AGREEMENT--15.2%
Morgan Stanley & Co., Inc. repurchase
agreement, 2.75%, dated 12/31/99 due
1/3/00, repurchase price $3,122,715
collateralized by Fannie Mae Bonds 6.50%
to 10%, 5/1/12 - 8/1/29, market value
$3,216,510.............................. $ 3,122 $ 3,122,000
- - --------------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $9,209,122) 9,209,122
- - --------------------------------------------------------------------
TOTAL INVESTMENTS--100.0%
(IDENTIFIED COST $19,779,362) 20,439,866(a)
Cash and receivables, less liabilities--(0.0%) (7,354)
------------
NET ASSETS--100.0% $ 20,432,512
============
</TABLE>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $1,195,804 and gross
depreciation of $770,178 for federal income tax purposes. At December
31,1999, the aggregate cost of securities for federal income tax purposes
was $20,014,240.
(b) Non-income producing.
(c) All or a portion segregated as collateral.
See Notes to Financial Statements
53
<PAGE>
Phoenix-Zweig Growth & Income Fund
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
<TABLE>
<S> <C>
ASSETS
Investment securities at value,
exclusive of repurchase agreement
(Identified cost $16,657,362) $17,317,866
Repurchase agreement, at value
(Identified cost $3,122,000) 3,122,000
Cash 7,273
Receivables
Fund shares sold 71,424
Dividends and interest 25,810
Deferred organization expenses 9,785
Prepaid expenses and other assets 1,462
-----------
Total assets 20,555,620
-----------
LIABILITIES
Payables
Fund shares repurchased 37,790
Transfer agent fee 24,858
Distribution fee 13,831
Investment advisory fee 12,978
Custodian fee 11,405
Professional fee 10,258
Financial agent fee 3,021
Trustees' fee 1,046
Accrued expenses 7,921
-----------
Total liabilities 123,108
-----------
NET ASSETS $20,432,512
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of
beneficial interest $20,404,448
Distributions in excess of net
investment income (17,114)
Accumulated net realized loss (624,001)
Net unrealized appreciation 669,179
-----------
NET ASSETS $20,432,512
===========
CLASS A
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $3,393,115) 279,656
Net asset value per share $12.13
Offering price per share
$12.13/(1-5.50%) $12.84
CLASS B
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $9,684,225) 797,551
Net asset value and offering price
per share $12.14
CLASS C
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $5,506,793) 453,083
Net asset value and offering price
per share $12.15
CLASS I
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $1,848,379) 151,809
Net asset value and offering price
per share $12.18
</TABLE>
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME
Interest $ 479,995
Dividend 415,016
Foreign taxes withheld (1,207)
----------
Total investment income 893,804
----------
EXPENSES
Investment advisory fee 214,196
Distribution fee, Class A 15,343
Distribution fee, Class B 123,882
Distribution fee, Class C 92,659
Financial agent fee 20,031
Custodian 69,882
Transfer agent 58,651
Registration 33,425
Professional 10,824
Amortization of deferred organization
expenses 5,139
Printing 4,942
Trustees 4,594
Miscellaneous 8,784
----------
Total expenses 662,352
----------
NET INVESTMENT INCOME 231,452
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain on securities 973,288
Net realized gain on futures
contracts 303,893
Net change in unrealized appreciation
(depreciation) on investments (1,869,768)
----------
NET LOSS ON INVESTMENTS (592,587)
----------
NET DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ (361,135)
==========
</TABLE>
54 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Growth & Income Fund
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
12/31/99 12/31/98
----------- -----------
<S> <C> <C>
FROM OPERATIONS
Net investment income (loss) $ 231,452 $ 124,963
Net realized gain (loss) 1,277,181 (567,944)
Net change in unrealized appreciation (depreciation) (1,869,768) (1,295,279)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS (361,135) (1,738,260)
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A (66,509) (67,615)
Net investment income, Class B (85,176) (24,563)
Net investment income, Class C (39,823) (21,813)
Net investment income, Class I (35,875) (18,784)
Net realized gains, Class A (302,474) --
Net realized gains, Class B (876,208) --
Net realized gains, Class C (539,738) --
Net realized gains, Class I (156,842) --
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (2,102,645) (132,775)
----------- -----------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (20,588 and 384,281 shares,
respectively) 271,536 5,228,285
Net asset value of shares issued from reinvestment of
distributions
(29,156 and 4,346 shares, respectively) 345,397 59,713
Cost of shares repurchased (380,081 and 276,404 shares,
respectively) (4,983,646) (3,660,309)
----------- -----------
Total (4,366,713) 1,627,689
----------- -----------
CLASS B
Proceeds from sales of shares (52,764 and 501,874 shares,
respectively) 684,195 7,079,169
Net asset value of shares issued from reinvestment of
distributions
(66,723 and 1,278 shares, respectively) 782,620 17,536
Cost of shares repurchased (547,967 and 145,254 shares,
respectively) (7,095,775) (1,872,589)
----------- -----------
Total (5,628,960) 5,224,116
----------- -----------
CLASS C
Proceeds from sales of shares (71,824 and 518,964 shares,
respectively) 919,029 7,191,191
Net asset value of shares issued from reinvestment of
distributions
(45,958 and 1,309 shares, respectively) 538,304 18,020
Cost of shares repurchased (738,676 and 432,508 shares,
respectively) (9,519,002) (5,559,832)
----------- -----------
Total (8,061,669) 1,649,379
----------- -----------
CLASS I
Proceeds from sales of shares (17,995 and 0 shares,
respectively) 228,000 --
Net asset value of shares issued from reinvestment of
distributions
(16,206 and 1,365 shares, respectively) 192,711 18,783
Cost of shares repurchased (6,202 and 0 shares,
respectively) (83,117) --
----------- -----------
Total 337,594 18,783
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (17,719,748) 8,519,967
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS (20,183,528) 6,648,932
NET ASSETS
Beginning of period 40,616,040 33,967,108
----------- -----------
END OF PERIOD [INCLUDING DISTRIBUTIONS IN EXCESS OF NET
INVESTMENT INCOME OF
($17,114) AND ($10,657), RESPECTIVELY] $20,432,512 $40,616,040
=========== ===========
</TABLE>
See Notes to Financial Statements 55
<PAGE>
Phoenix-Zweig Growth & Income Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS A
-----------------------------------------------------
FROM
YEAR ENDED DECEMBER 31 INCEPTION
------------------------------------ 11/26/96 TO
1999 1998 1997 12/31/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $13.40 $13.73 $11.37 $11.34
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.17(6) 0.11 0.24 0.01
Net realized and unrealized gain (loss) (0.08) (0.33) 2.36 0.03
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.09 (0.22) 2.60 0.04
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.21) (0.11) (0.24) (0.01)
Dividends from net realized gains (1.15) -- -- --
------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.36) (0.11) (0.24) (0.01)
------ ------ ------ ------
Change in net asset value (1.27) (0.33) 2.36 0.03
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $12.13 $13.40 $13.73 $11.37
====== ====== ====== ======
Total return(1) 1.09% (1.61)% 23.12% 0.39%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $3,393 $8,172 $6,836 $2,508
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.80% 1.56 %(4) 1.30%(4) 1.30%(2)(4)
Net investment income 1.28% 0.82 % 2.26% 1.47%(2)
Portfolio turnover 193% 152 % 120% 2%
</TABLE>
<TABLE>
<CAPTION>
CLASS B
-----------------------------------------------------
FROM
YEAR ENDED DECEMBER 31 INCEPTION
------------------------------------ 11/26/96 TO
1999 1998 1997 12/31/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $13.39 $ 13.73 $ 11.37 $11.34
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.08(6) 0.02 0.16 0.01
Net realized and unrealized gain (loss) (0.08) (0.34) 2.36 0.03
------ ------- ------- ------
TOTAL FROM INVESTMENT OPERATIONS 0.00 (0.32) 2.52 0.04
------ ------- ------- ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.10) (0.02) (0.16) (0.01)
Dividends from net realized gains (1.15) -- -- --
------ ------- ------- ------
TOTAL DISTRIBUTIONS (1.25) (0.02) (0.16) (0.01)
------ ------- ------- ------
Change in net asset value (1.25) (0.34) 2.36 0.03
------ ------- ------- ------
NET ASSET VALUE, END OF PERIOD $12.14 $ 13.39 $ 13.73 $11.37
====== ======= ======= ======
Total return(1) 0.42% (2.33)% 22.29% 0.33%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $9,684 $16,416 $11,920 $2,693
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.51% 2.26 %(5) 2.00%(5) 2.00%(2)(5)
Net investment income 0.64% 0.12 % 1.56% 0.77%(2)
Portfolio turnover 193% 152 % 120% 2%
</TABLE>
(1) Maximum sales charge is not reflected in total return calculation.
(2) Annualized.
(3) Not annualized.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.61%,
2.00% and 3.37% for the periods ended December 31, 1998, 1997 and 1996,
respectively.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.31%,
2.70% and 4.07% for the periods ended December 31, 1998, 1997 and 1996,
respectively.
(6) Computed using average shares outstanding.
56 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Growth & Income Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS C
-----------------------------------------------------
FROM
YEAR ENDED DECEMBER 31 INCEPTION
------------------------------------ 11/26/96 TO
1999 1998 1997 12/31/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $13.37 $ 13.71 $ 11.38 $11.34
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.08(6) 0.02 0.17 0.01
Net realized and unrealized gain (loss) (0.07) (0.34) 2.33 0.04
------ ------- ------- ------
TOTAL FROM INVESTMENT OPERATIONS 0.01 (0.32) 2.50 0.05
------ ------- ------- ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.08) (0.02) (0.17) (0.01)
Dividends from net realized gains (1.15) -- -- --
------ ------- ------- ------
TOTAL DISTRIBUTIONS (1.23) (0.02) (0.17) (0.01)
------ ------- ------- ------
Change in net asset value (1.22) (0.34) 2.33 0.04
------ ------- ------- ------
NET ASSET VALUE, END OF PERIOD $12.15 $ 13.37 $ 13.71 $11.38
====== ======= ======= ======
Total return(1) 0.45% (2.34)% 22.15% 0.42%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $5,507 $14,364 $13,525 $4,509
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.50% 2.26 %(4) 2.00%(4) 2.00%(2)(4)
Net investment income 0.60% 0.12 % 1.56% 0.77%(2)
Portfolio turnover 193% 152 % 120% 2%
</TABLE>
<TABLE>
<CAPTION>
CLASS I
-----------------------------------------------------
FROM
YEAR ENDED DECEMBER 31 INCEPTION
------------------------------------ 11/26/96 TO
1999 1998 1997 12/31/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $13.44 $13.77 $11.37 $11.34
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.23(6) 0.15 0.24 0.02
Net realized and unrealized gain (loss) (0.09) (0.33) 2.40 0.03
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.14 (0.18) 2.64 0.05
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.25) (0.15) (0.24) (0.02)
Dividends from net realized gains (1.15) -- -- --
------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.40) (0.15) (0.24) (0.02)
------ ------ ------ ------
Change in net asset value (1.26) (0.33) 2.40 0.03
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $12.18 $13.44 $13.77 $11.37
====== ====== ====== ======
Total return(1) 1.46% (1.31)% 23.42% 0.41%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,848 $1,664 $1,686 $101
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.54% 1.26 %(5) 1.00%(5) 1.00%(2)(5)
Net investment income 1.72% 1.12 % 2.56% 1.77%(2)
Portfolio turnover 193% 152 % 120% 2%
</TABLE>
(1) Maximum sales charge is not reflected in total return calculation.
(2) Annualized.
(3) Not annualized.
(4) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.31%,
2.70% and 4.07% for the periods ended December 31, 1998, 1997 and 1996,
respectively.
(5) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.31%,
1.70% and 3.07% for the periods ended December 31, 1998, 1997 and 1996,
respectively.
(6) Computed using average shares outstanding.
See Notes to Financial Statements 57
<PAGE>
Phoenix-Zweig Managed Assets
INVESTMENTS AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
SHARES VALUE
-------------- ------------
<S> <C> <C> <C>
COMMON STOCKS--18.6%
UNITED STATES--18.6%
AFLAC, Inc. (Insurance (Life/Health))... 12,000 $ 566,250
AT&T Corp. (Telecommunications (Long
Distance)).............................. 62,000 3,146,500
Alberto-Culver Co. Class B (Personal
Care)................................... 13,000 335,563
Alcoa, Inc. (Aluminum).................. 12,000 996,000
Allergan, Inc. (Health Care
(Diversified)).......................... 24,000 1,194,000
Amgen, Inc. (Biotechnology)(b).......... 24,000 1,441,500
Bear Stearns Cos., Inc. (The)
(Investment Banking/Brokerage).......... 5,250 224,438
Bell Atlantic Corp. (Telephone)......... 30,720 1,891,200
Biogen, Inc. (Biotechnology)(b)......... 20,000 1,690,000
Brinker International, Inc.
(Restaurants)(b)........................ 20,000 480,000
Brunswick Corp. (Leisure Time
(Products))............................. 37,000 823,250
CBS Corp. (Broadcasting (Television,
Radio & Cable))(b)...................... 9,000 575,437
CIGNA Corp. (Insurance (Multi-Line)).... 8,000 644,500
CNF Transportation, Inc. (Air
Freight)................................ 9,000 310,500
Chase Manhattan Corp. (The) (Banks
(Money Center))......................... 37,000 2,874,437
Colgate-Palmolive Co. (Household
Products (Non-Durable))................. 40,000 2,600,000
Computer Sciences Corp. (Services
(Computer Systems))(b).................. 8,000 757,000
<CAPTION>
SHARES VALUE
-------------- ------------
<S> <C> <C> <C>
UNITED STATES--CONTINUED
Consolidated Natural Gas Co. (Natural
Gas).................................... 20,000 $ 1,298,750
Coors (Adolph) Co. Class B (Beverages
(Alcoholic))............................ 9,000 472,500
Diamond Offshore Drilling, Inc. (Oil &
Gas (Drilling & Equipment))............. 25,000 764,063
Dow Chemical Co. (The) (Chemicals)...... 18,000 2,405,250
Exxon Mobil Corp. (Oil (International
Integrated))............................ 9,000 725,063
Fannie Mae (Financial (Diversified)).... 12,000 749,250
Federated Department Stores, Inc.
(Retail (Department Stores))(b)......... 56,000 2,831,500
FleetBoston Financial Corp. (Banks
(Major Regional))....................... 45,000 1,566,562
Freeport-McMoRan Copper & Gold, Inc.
(Metals Mining)(b)...................... 23,000 485,875
General Electric Co. (Electrical
Equipment).............................. 9,000 1,392,750
General Motors Corp. (Automobiles)...... 10,000 726,875
Halliburton Co. (Oil & Gas (Drilling &
Equipment))............................. 11,000 442,750
Harrah's Entertainment, Inc. (Gaming,
Lottery & Pari-mutuel Companies)(b)..... 29,000 766,687
Hewlett-Packard Co. (Computers
(Hardware))............................. 20,000 2,278,750
</TABLE>
60 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Managed Assets
<TABLE>
<CAPTION>
SHARES VALUE
-------------- ------------
<S> <C> <C> <C>
UNITED STATES--CONTINUED
Honeywell International, Inc.
(Manufacturing (Diversified))........... 32,000 $ 1,846,000
Household International, Inc. (Consumer
Finance)................................ 12,599 469,313
IBP, Inc. (Foods)....................... 46,000 828,000
Intel Corp. (Electronics
(Semiconductors))....................... 39,000 3,210,187
International Business Machines Corp.
(Computers (Hardware)).................. 33,000 3,564,000
Interpublic Group of Companies, Inc.
(The) (Services
(Advertising/Marketing))................ 8,000 461,500
Johnson & Johnson (Health Care
(Diversified)).......................... 9,000 838,125
Kimberly-Clark Corp. (Household Products
(Non-Durable)).......................... 4,000 261,000
Kmart Corp. (Retail (General
Merchandise))(b)........................ 40,000 402,500
Knight-Ridder, Inc. (Publishing
(Newspapers))........................... 5,000 297,500
Limited, Inc. (The) (Retail
(Specialty-Apparel)).................... 30,000 1,299,375
Lucent Technologies, Inc.
(Communications Equipment).............. 26,000 1,945,125
Merck & Co., Inc. (Health Care
(Drugs-Major Pharmaceuticals)).......... 50,000 3,353,125
Merrill Lynch & Co., Inc. (Investment
Banking/Brokerage)...................... 2,000 167,000
Microsoft Corp. (Computers (Software &
Services))(b)........................... 8,000 934,000
Minnesota Mining and Manufacturing Co.
(Manufacturing (Diversified))........... 13,000 1,272,375
Morgan Stanley Dean Witter & Co.
(Financial (Diversified))............... 7,000 999,250
Navistar International Corp. (Trucks &
Parts).................................. 14,000 663,250
New York Times Co. (The) Class A
(Publishing (Newspapers))............... 28,000 1,375,500
Newmont Mining Corp. (Gold & Precious
Metals Mining).......................... 19,000 465,500
<CAPTION>
SHARES VALUE
-------------- ------------
<S> <C> <C> <C>
UNITED STATES--CONTINUED
Oracle Corp. (Computers (Software &
Services))(b)........................... 69,000 $ 7,732,312
PNC Bank Corp. (Banks (Major
Regional)).............................. 50,000 2,225,000
Pfizer, Inc. (Health Care (Drugs-Major
Pharmaceuticals))....................... 21,000 681,187
Phillips Petroleum Co. (Oil (Domestic
Integrated))............................ 45,000 2,115,000
Procter & Gamble Co. (The) (Household
Products (Non-Durable))................. 21,000 2,300,813
SBC Communications, Inc. (Telephone).... 40,796 1,988,805
SUPERVALU, Inc. (Distributors (Food &
Health))................................ 13,000 260,000
Schering-Plough Corp. (Health Care
(Drugs-Major Pharmaceuticals)).......... 40,000 1,687,500
Scientific-Atlanta, Inc. (Communications
Equipment).............................. 22,000 1,223,750
Springs Industries, Inc. Class A
(Textiles (Home Furnishings))........... 13,000 519,188
TJX Cos., Inc. (The) (Retail (Specialty-
Apparel))............................... 26,000 531,375
Texaco, Inc. (Oil (International
Integrated))............................ 29,000 1,575,063
Tidewater, Inc. (Oil & Gas (Drilling &
Equipment))............................. 35,000 1,260,000
U S West, Inc. (Telephone).............. 30,000 2,160,000
UAL Corp. (Airlines)(b)................. 6,000 465,375
USX-U.S. Steel Group (Iron & Steel)..... 10,000 330,000
Union Carbide Corp. (Chemicals)......... 5,000 333,750
United States Cellular Corp.
(Telecommunications
(Cellular/Wireless))(b)................. 38,000 3,835,625
Unocal Corp. (Oil & Gas (Exploration &
Production))............................ 20,000 671,250
UtiliCorp United, Inc. (Electric
Companies).............................. 32,000 622,000
Viacom, Inc. Class B
(Entertainment)(b)...................... 18,000 1,087,875
Weyerhaeuser Co. (Paper & Forest
Products)............................... 5,000 359,063
</TABLE>
See Notes to Financial Statements 61
<PAGE>
Phoenix-Zweig Managed Assets
<TABLE>
<CAPTION>
SHARES VALUE
-------------- ------------
<S> <C> <C> <C>
UNITED STATES--CONTINUED
Whirlpool Corp. (Household Furnishings &
Appliances)............................. 23,000 $ 1,496,437
------------
97,571,193
------------
- - --------------------------------------------------------------------------
TOTAL COMMON STOCKS
(IDENTIFIED COST $60,312,608) 97,571,193
- - --------------------------------------------------------------------------
FOREIGN COMMON STOCKS--23.8%
AUSTRALIA--2.0%
Brambles Industries Ltd. (Services
(Commercial & Consumer))................ 33,860 937,069
Cable & Wireless Optus Ltd.
(Telephone)(b).......................... 385,900 1,290,500
Colonial Ltd. (Financial
(Diversified)).......................... 109,500 489,922
Commonwealth Bank of Australia (Banks
(Major Regional))....................... 155,000 2,671,132
Lend Lease Corp., Ltd. (Financial
(Diversified)).......................... 67,000 939,365
Publishing & Broadcasting Ltd.
(Broadcasting (Television, Radio &
Cable))................................. 144,000 1,100,291
Rio Tinto Ltd. (Metals Mining).......... 31,600 679,327
TAB Ltd. (Gaming, Lottery & Pari-mutuel
Companies).............................. 204,600 373,694
Telstra Corp. Ltd. (Telephone).......... 164,000 892,153
Telstra Corp., Ltd. (Telephone)(b)...... 135,000 476,292
Woodside Petroleum Ltd. (Oil & Gas
(Exploration & Production))............. 72,100 532,909
------------
10,382,654
------------
FINLAND--1.5%
Merita PLC (Banks (Major Regional))..... 64,400 379,434
Metso Oyj (Machinery
(Diversified))(b)....................... 4,500 58,465
Nokia Oyj (Communications Equipment).... 35,400 6,417,565
Sampo Insurance Co., Ltd. Class A
(Insurance (Property-Casualty))......... 2,100 73,391
Sonera Oyj (Telephone).................. 10,400 712,781
Tietoenator Oyj (Services (Data
Processing))............................ 2,200 137,375
UPM-Kymmene Oyj (Paper & Forest
Products)............................... 8,500 342,431
------------
8,121,442
------------
<CAPTION>
SHARES VALUE
-------------- ------------
<S> <C> <C> <C>
FRANCE--5.0%
Air Liquide SA (Chemicals
(Specialty))............................ 5,906 $ 988,596
Alcatel (Communications Equipment)...... 7,500 1,722,228
Aventis SA (Chemicals
(Diversified))(b)....................... 3,338 193,644
Axa (Insurance (Multi-Line))............ 22,300 3,108,390
Banque Nationale de Paris (Banks (Major
Regional)).............................. 9,150 844,133
Carrefour SA (Retail (Food Chains))..... 12,180 2,246,105
Compagnie de Saint-Gobain (Manufacturing
(Diversified)).......................... 6,150 1,156,416
France Telecom SA (Telephone)........... 33,200 4,390,331
L'Oreal SA (Household Products (Non-
Durable))............................... 3,400 2,727,465
LVMH (Beverages (Alcoholic))............ 3,550 1,589,974
Promodes (Retail (Food Chains))......... 800 866,150
Schneider Electric SA (Electrical
Equipment).............................. 6,250 490,671
Simco SA (Financial (Diversified))...... 6,600 534,102
Total Fina SA Class B (Oil & Gas
(Refining & Marketing))................. 23,161 3,090,777
Vivendi (Manufacturing (Diversified))... 23,550 2,126,355
------------
26,075,337
------------
GERMANY--2.7%
Allianz AG Vinkulierte Registered Shares
(Insurance (Multi-Line))................ 5,250 1,763,395
Bayer AG (Chemicals (Diversified))...... 39,700 1,879,243
Celanese AG (Chemicals
(Specialty))(b)......................... 244 4,448
DaimlerChrysler AG (Automobiles)........ 20,160 1,567,481
Deutsche Bank AG (Banks (Major
Regional)).............................. 8,700 734,711
Deutsche Telekom AG (Telephone)......... 15,000 1,068,083
Dresdner Bank AG (Banks (Major
Regional)).............................. 16,500 897,371
HypoVereinsbank AG (Banks (Major
Regional)).............................. 6,250 426,780
Karstadt AG (Retail (Food Chains))...... 7,500 300,634
Mannesmann AG (Telephone)............... 8,050 1,941,761
RWE AG (Manufacturing (Diversified)).... 19,550 765,933
Siemens AG (Electronics (Component
Distributors)).......................... 16,200 2,060,691
Viag AG (Manufacturing (Diversified))... 23,400 428,925
Volkswagen AG (Automobiles)............. 6,800 383,181
------------
14,222,637
------------
</TABLE>
62 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Managed Assets
<TABLE>
<CAPTION>
SHARES VALUE
-------------- ------------
<S> <C> <C> <C>
ITALY--1.2%
Assicurazioni Generali (Insurance
(Life/Health)).......................... 21,198 $ 700,266
Benetton Group SPA (Textiles
(Apparel)).............................. 96,617 221,862
Beni Stabili SPA (Financial
(Diversified))(b)....................... 26,222 9,243
Edison SPA (Electric Companies)......... 13,496 110,643
Eni SPA (Oil (Domestic Integrated))..... 128,807 708,315
Fiat SPA (Automobiles).................. 10,156 289,981
Mediaset SPA (Broadcasting (Television,
Radio & Cable))......................... 19,587 304,586
Mediobanca SPA (Banks (Major
Regional)).............................. 17,635 179,920
Pirelli SPA (Auto Parts & Equipment).... 103,067 282,866
Riunione Adriatica di Sicurta SPA
(Insurance (Multi-Line))................ 22,014 220,827
San Paolo-IMI SPA (Banks (Major
Regional)).............................. 26,222 356,264
Sirti SPA (Engineering &
Construction)........................... 19,582 70,013
Snia SPA (Manufacturing
(Diversified)).......................... 29,050 31,247
Telecom Italia Mobile SPA (Telephone)... 109,816 1,226,568
Telecom Italia SPA (Telephone).......... 64,095 903,747
UniCredito Italiano SPA (Banks (Major
Regional)).............................. 134,443 660,773
------------
6,277,121
------------
JAPAN--5.3%
Acom Co., Ltd. (Consumer Finance)....... 4,500 440,883
Aiful Corp. (Consumer Finance).......... 6,840 836,841
Ajinomoto Co., Inc. (Foods)............. 12,000 125,086
Asahi Bank Ltd. (The) (Banks (Major
Regional)).............................. 26,000 160,321
Asahi Breweries Ltd. (Beverages
(Alcoholic))............................ 14,000 153,196
Asahi Chemical Industry Co. Ltd.
(Chemicals (Specialty))................. 26,000 133,601
Asahi Glass Co. Ltd. (Construction
(Cement & Aggregates)).................. 17,000 131,614
Bank of Tokyo-Mitsubishi Ltd. (The)
(Banks (Major Regional))................ 61,000 850,191
Bridgestone Corp. (Auto Parts &
Equipment).............................. 8,000 176,177
Canon, Inc. (Office Equipment &
Supplies)............................... 25,000 993,442
Daiwa House Industry Co., Ltd.
(Homebuilding).......................... 10,000 74,386
Daiwa Securities Group, Inc. (Investment
Banking/Brokerage)...................... 26,000 406,910
<CAPTION>
SHARES VALUE
-------------- ------------
<S> <C> <C> <C>
JAPAN--CONTINUED
Denso Corp. (Auto Parts & Equipment).... 13,000 $ 310,463
East Japan Railway Co. (Railroads)...... 42 226,505
Fanuc Ltd. (Machinery (Diversified)).... 2,800 356,543
Fuji Bank Ltd. (The) (Banks (Major
Regional)).............................. 35,000 340,168
Fuji Photo Film Co.
(Photography/Imaging)................... 18,000 657,140
Fujikura Ltd. (Electrical Equipment).... 4,000 15,895
Fujitsu Ltd. (Computers (Hardware))..... 14,000 638,544
Hitachi Credit Corp. (Consumer
Finance)................................ 15,100 306,670
Hitachi Ltd. (Electronics (Component
Distributors)).......................... 44,000 706,274
Hokuetsu Paper Mills Ltd. (Paper &
Forest Products)........................ 42,000 249,936
Honda Motor Co. Ltd. (Automobiles)...... 12,000 446,315
Industrial Bank of Japan Ltd. (The)
(Banks (Major Regional))................ 33,000 318,146
Ito-Yokado Co., Ltd. (Retail (Food
Chains))................................ 3,000 325,927
Kansai Electric Power Co., Inc. (The)
(Electric Companies).................... 14,300 249,274
Kawasaki Steel Corp. (Iron &
Steel)(b)............................... 410,000 734,364
Keio Electric Railway Co., Ltd. (Retail
(Department Stores)).................... 63,000 210,267
Kinki Nippon Railway Co., Ltd.
(Railroads)............................. 29,000 116,375
Kirin Brewery Co., Ltd. (Beverages
(Alcoholic))............................ 15,000 157,825
Kuraray Co., Ltd. (Chemicals
(Specialty))............................ 49,000 496,379
Kyocera Corp. (Electronics (Component
Distributors)).......................... 2,800 726,241
Kyowa Hakko Kogyo Co., Ltd. (Health Care
(Diversified)).......................... 53,000 317,990
Marui Co., Ltd. (Retail (Department
Stores))................................ 7,000 104,551
Matsushita Electric Industrial Co., Ltd.
(Electronics (Component
Distributors)).......................... 16,000 443,183
Minebea Co., Ltd. (Machinery
(Diversified)).......................... 17,000 291,681
Mitsubishi Chemical Corp. (Chemicals
(Specialty))............................ 38,000 133,894
Mitsubishi Corp. (Distributors (Food &
Health))................................ 80,000 617,794
Mitsubishi Heavy Industries Ltd.
(Machinery (Diversified))............... 34,000 113,478
</TABLE>
See Notes to Financial Statements 63
<PAGE>
Phoenix-Zweig Managed Assets
<TABLE>
<CAPTION>
SHARES VALUE
-------------- ------------
<S> <C> <C> <C>
JAPAN--CONTINUED
Mitsui & Co., Ltd. (Distributors (Food &
Health))................................ 29,000 $ 202,946
Murata Manufacturing Co., Ltd.
(Electronics (Component
Distributors)).......................... 4,000 939,610
NGK Insulators Ltd. (Electrical
Equipment).............................. 24,000 178,291
Nichiro Corp. (Foods)................... 45,000 66,066
Nippon Flour Mills Co., Ltd. (Foods).... 30,000 66,066
Nippon Soda Co., Ltd. (Chemicals
(Specialty))............................ 19,000 38,309
Nippon Steel Corp. (Iron & Steel)....... 125,000 292,405
Nippon Telegraph & Telephone Corp.
(Telephone)............................. 100 1,712,832
Nippon Yusen Kabushiki Kaisha
(Shipping).............................. 51,000 208,652
Nissan Motor Co., Ltd.
(Automobiles)(b)........................ 22,000 86,562
Nisshin Flour Milling Co., Ltd.
(Agricultural Products)................. 25,000 172,507
Obayashi Corp. (Engineering &
Construction)........................... 62,000 293,100
Oji Paper Co., Ltd. (Paper & Forest
Products)............................... 19,000 114,368
Osaka Gas Co., Ltd. (Natural Gas)....... 7,000 16,854
Promise Co., Ltd. (Consumer Finance).... 4,100 208,672
Rohm Co., Ltd. (Electronics
(Semiconductors))....................... 1,000 411,080
Sakura Bank Ltd. (The) (Banks (Major
Regional)).............................. 50,000 289,713
Sankyo Co., Ltd. (Health Care
(Drugs-Major Pharmaceuticals)).......... 6,000 123,324
Sanwa Bank Ltd. (The) (Banks (Major
Regional)).............................. 10,000 121,660
Sanyo Electric Co., Ltd. (Electronics
(Component Distributors))............... 35,000 142,165
Sekisui House, Ltd. (Homebuilding)...... 13,000 115,151
Shinagawa Refractories Co., Ltd.
(Construction (Cement & Aggregates)).... 22,000 48,664
Shin-Etsu Chemical Co., Ltd. (Chemicals
(Specialty))............................ 7,000 301,458
Shizuoka Bank Ltd. (The) (Banks (Major
Regional)).............................. 5,000 51,287
Showa Shell Sekiyu K.K. (Oil & Gas
(Refining & Marketing))................. 25,000 110,355
<CAPTION>
SHARES VALUE
-------------- ------------
<S> <C> <C> <C>
JAPAN--CONTINUED
Sony Corp. (Household Furnishings &
Appliances)............................. 7,400 $ 2,194,578
Sumitomo Bank Ltd. (The) (Banks (Major
Regional)).............................. 47,000 643,565
Sumitomo Chemical Co., Ltd. (Chemicals
(Specialty))............................ 29,000 136,244
Sumitomo Electric Industries (Electrical
Equipment).............................. 13,000 150,269
Sumitomo Marine & Fire Insurance Co.,
Ltd. (The) (Insurance
(Property-Casualty)).................... 43,000 265,146
Takeda Chemical Industries, Ltd. (Health
Care (Drugs-Major Pharmaceuticals))..... 18,000 889,694
Takefuji Corp. (Consumer Finance)....... 4,800 600,881
Toa Corp. (Engineering &
Construction)........................... 1,000 1,360
Toho Zinc Co., Ltd. (Metals Mining)..... 6,000 10,336
Tokai Bank Ltd. (The) (Banks (Major
Regional)).............................. 22,000 138,671
Tokyo Electric Power Co., Inc. (The)
(Electric Companies).................... 16,000 429,089
Toppan Printing Co., Ltd. (Specialty
Printing)............................... 13,000 129,784
Toray Industries, Inc. (Textiles (Home
Furnishings))........................... 25,000 96,897
Toyoda Automatic Loom Works, Ltd. (Auto
Parts & Equipment)...................... 4,000 83,586
Toyota Motor Corp. (Automobiles)........ 26,000 1,259,665
Yamanouchi Pharmaceutical Co., Ltd.
(Health Care (Diversified))............. 6,000 209,651
------------
27,645,983
------------
SPAIN--1.8%
Acerinox SA (Iron & Steel).............. 2,356 93,965
Altadis SA (Tobacco).................... 14,676 209,889
Argentaria, Caja Postal y Banco
Hipotecario de Espana SA (Banks (Major
Regional)).............................. 21,462 504,289
Autopistas, Concesionaria Espanola SA
(Services (Commercial & Consumer))...... 14,100 137,038
</TABLE>
64 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Managed Assets
<TABLE>
<CAPTION>
SHARES VALUE
-------------- ------------
<S> <C> <C> <C>
SPAIN--CONTINUED
Banco Bilbao Vizcaya SA (Banks (Major
Regional)).............................. 67,814 $ 965,747
Banco Espanol de Credito SA (Banks
(Major Regional))(b).................... 4,905 77,856
Banco Santander Central Hispano SA
(Banks (Major Regional))................ 134,471 1,522,262
Centros Comerciales Pryca, SA (Retail
(Food Chains)).......................... 1,163 18,167
Corporacion Financiera Alba, SA
(Financial (Diversified))............... 4,515 154,426
Corporacion Mapfre (Insurance (Property-
Casualty)).............................. 8,400 138,068
Endesa SA (Electric Companies).......... 38,569 765,631
Fomento de Construcciones y Contratas SA
(Engineering & Construction)............ 6,130 124,711
Groupo Dragados SA (Engineering &
Construction)........................... 14,088 124,293
Iberdrola SA (Electric Companies)....... 39,076 541,531
Repsol-YPF SA (Oil & Gas (Refining &
Marketing))............................. 45,285 1,049,915
Sociedad General de Augas de Barcelona,
SA (Waste Management)................... 8,922 130,653
Telefonica SA (Telephone)(b)............ 115,329 2,880,612
Union Electrica Fenosa, SA (Electric
Companies).............................. 12,042 210,301
------------
9,649,354
------------
SWEDEN--1.0%
ForeningsSparbanken AB (Banks (Major
Regional)).............................. 16,100 236,542
Hennes & Mauritz AB Class B (Retail
(Specialty-Apparel)).................... 25,600 857,546
Skandia Forsakrings AB (Insurance (Life/
Health))................................ 15,400 465,186
Svenska Handlesbanken AB Class A (Banks
(Major Regional))....................... 21,500 270,393
<CAPTION>
SHARES VALUE
-------------- ------------
<S> <C> <C> <C>
SWEDEN--CONTINUED
Telefonaktiebolaget LM Ericsson Class B
(Communications Equipment).............. 49,500 $ 3,182,475
------------
5,012,142
------------
UNITED KINGDOM--3.3%
Abbey National PLC (Financial
(Diversified)).......................... 25,200 402,985
Allied Zurich PLC (Financial
(Diversified)).......................... 25,950 305,785
BAA PLC (Services (Commercial &
Consumer)).............................. 13,400 94,156
BOC Group PLC (Chemicals (Specialty))... 16,077 345,390
BP Amoco PLC (Oil (Domestic
Integrated))............................ 123,200 1,238,806
Bass PLC (Beverages (Alcoholic))........ 20,927 260,455
Boots Co. PLC (Retail (Drug Stores)).... 16,015 155,732
British American Tobacco PLC
(Tobacco)............................... 33,350 189,489
British Telecommunications PLC
(Telephone)............................. 109,600 2,678,568
Cable & Wireless PLC (Telephone)........ 14,781 250,457
Cadbury Schweppes PLC (Foods)........... 29,336 177,225
Caradon PLC (Building Materials)........ 11,340 28,575
De La Rue PLC (Office Equipment &
Supplies)............................... 4,600 26,006
Glaxo Wellcome PLC (Health Care (Drugs-
Major Pharmaceuticals))................. 50,600 1,430,348
Great Universal Stores PLC (The) (Retail
(Home Shopping))........................ 15,800 92,389
HSBC Holdings PLC (Financial
(Diversified)).......................... 131,100 1,827,539
Hanson PLC (Construction (Cement &
Aggregates))............................ 10,121 84,848
Hilton Group PLC (Gaming, Lottery &
Pari-mutuel Companies).................. 18,800 60,204
Imperial Chemical Industries PLC
(Chemicals (Diversified))............... 23,700 250,943
Invensys PLC (Machinery
(Diversified)).......................... 45,200 246,049
Kingfisher PLC (Retail (Specialty))..... 31,400 348,449
Land Securities PLC (Financial
(Diversified)).......................... 21,400 239,898
Lloyds TSB Group PLC (Financial
(Diversified)).......................... 50,100 626,776
Marks & Spencer PLC (Retail (Department
Stores))................................ 35,964 171,228
National Power PLC (Electric
Companies).............................. 13,500 78,176
</TABLE>
See Notes to Financial Statements 65
<PAGE>
Phoenix-Zweig Managed Assets
<TABLE>
<CAPTION>
SHARES VALUE
-------------- ------------
<S> <C> <C> <C>
UNITED KINGDOM--CONTINUED
National Westminster Bank PLC (Banks
(Major Regional))....................... 15,302 $ 328,740
Prudential PLC (Insurance
(Life/Health)).......................... 66,600 1,312,464
RMC Group PLC (Construction (Cement &
Aggregates))............................ 8,500 114,646
Railtrack Group PLC (Railroads)......... 8,800 147,832
Rank Group PLC (Entertainment).......... 10,000 31,902
Reed International PLC (Publishing)..... 48,950 366,485
Royal Bank of Scotland Group PLC (Banks
(Major Regional))....................... 12,772 226,524
ScottishPower PLC (Electric
Companies).............................. 19,200 145,455
Shell Transport & Trading Co. PLC (Oil
(Domestic Integrated)).................. 120,000 997,286
SmithKline Beecham PLC (Health Care
(Drugs-Major Pharmaceuticals)).......... 42,422 541,342
South African Breweries PLC (Beverages
(Alcoholic))............................ 20,000 203,412
TI Group PLC (Manufacturing
(Diversified)).......................... 36,335 269,983
Tarmac PLC (Construction (Cement &
Aggregates))............................ 14,320 132,657
Tesco PLC (Retail (Food Chains))........ 142,800 434,227
Unilever PLC (Foods).................... 38,075 280,144
United Biscuits (Holdings) PLC
(Foods)................................. 29,511 126,562
Williams PLC (Services (Commercial &
Consumer)).............................. 34,628 158,295
Wolseley PLC (Distributors (Food &
Health))................................ 15,400 118,097
------------
17,546,529
------------
- - --------------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $75,028,050) 124,933,199
- - --------------------------------------------------------------------------
FOREIGN PREFERRED STOCKS--0.0%
ITALY--0.0%
Fiat SPA-Preferred (Automobiles)........ 7,403 106,993
- - --------------------------------------------------------------------------
TOTAL FOREIGN PREFERRED STOCKS
(IDENTIFIED COST $119,170) 106,993
- - --------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000) VALUE
------------ -------- -------------
<S> <C> <C> <C>
U.S. GOVERNMENT SECURITIES--10.1%
U.S. TREASURY BONDS--1.4%
U.S. Treasury Bonds 8.75%,
8/15/20....................... AAA $ 2,900 $ 3,512,543
U.S. Treasury Bonds 6.375%,
8/15/27....................... AAA 1,700 1,631,728
U.S. Treasury Bonds 5.25%,
2/15/29....................... AAA 2,400 1,986,848
-------------
7,131,119
-------------
U.S. TREASURY NOTES--8.7%
U.S. Treasury Inflationary
Notes 3.625%, 1/15/08(d)...... AAA 12,128 11,552,648
U.S. Treasury Notes 6.25%,
8/31/00....................... AAA 10,400 10,418,114
U.S. Treasury Notes 10.75%,
5/15/03....................... AAA 7,000 7,912,301
U.S. Treasury Notes 7.50%,
2/15/05....................... AAA 7,100 7,402,794
U.S. Treasury Notes 6.125%,
8/15/07....................... AAA 9,000 8,777,499
-------------
46,063,356
-------------
- - ---------------------------------------------------------------------
TOTAL U.S. GOVERNMENT SECURITIES
(IDENTIFIED COST $55,070,272) 53,194,475
- - ---------------------------------------------------------------------
AGENCY MORTGAGE-BACKED SECURITIES--0.9%
Freddie Mac 5.125%,
10/15/08...................... AAA 5,100 4,473,760
- - ---------------------------------------------------------------------
TOTAL AGENCY MORTGAGE-BACKED SECURITIES
(IDENTIFIED COST $4,925,019) 4,473,760
- - ---------------------------------------------------------------------
FOREIGN GOVERNMENT SECURITIES--12.4%
DENMARK--1.1%
Kingdom of Denmark 6%,
11/15/09(c)................... Aaa 40,000(f) 5,556,367
FINLAND--1.0%
Government of Finland 5%,
4/25/09....................... AA+ 5,300(g) 5,142,281
FRANCE--1.6%
Government of France 5.50%,
10/25/07...................... AAA 8,507(g) 8,627,457
GERMANY--1.6%
Deutschland Republic 6%,
7/4/07........................ AAA 7,848(g) 8,264,105
ITALY--0.8%
Republic of Italy 6.75%,
7/1/07........................ AA 3,873(g) 4,209,306
NEW ZEALAND--1.0%
Government of New Zealand 7%,
7/15/09....................... AAA 10,000(h) 5,114,965
SPAIN--1.4%
Government of Spain 6%,
1/31/08....................... AA+ 7,332(g) 7,628,322
</TABLE>
66 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Managed Assets
<TABLE>
<CAPTION>
STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000) VALUE
------------ -------- -------------
<S> <C> <C> <C>
SWEDEN--1.2%
Government of Sweden 9%,
4/20/09....................... AAA 44,000(i) $ 6,369,972
UNITED KINGDOM--2.7%
UK Treasury 7.25%, 12/7/07.... AAA 1,200(j) 2,111,650
UK Treasury 8.50%, 7/16/07.... AAA 6,400(j) 11,947,535
-------------
14,059,185
-------------
- - ---------------------------------------------------------------------
TOTAL FOREIGN GOVERNMENT SECURITIES
(IDENTIFIED COST $68,777,081) 64,971,960
- - ---------------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS--65.8%
(IDENTIFIED COST $264,232,200) 345,251,580
- - ---------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PAR
VALUE
(000) VALUE
------- -------------
<S> <C> <C> <C>
SHORT-TERM OBLIGATIONS--34.0%
U.S. GOVERNMENT SECURITIES--0.3%
U.S. Treasury Bill 5.01%, 2/3/00(e)..... $ 1,000 995,407
U.S. Treasury Bill 5.21%, 3/9/00(e)..... 500 495,352
-------------
1,490,759
-------------
FEDERAL AGENCY SECURITIES--19.9%
FMC Discount Note 5.80%, 1/13/00........ 10,000 9,980,667
FMC Discount Note 5.70%, 1/18/00........ 10,000 9,973,083
FC Discount Note 5.75%, 1/19/00......... 10,000 9,971,250
FMC Discount Note 4%, 1/20/00........... 20,000 19,957,778
FC Discount Note 5.80%, 1/27/00......... 10,000 9,958,111
FMC Discount Note 5.60%, 1/27/00........ 10,000 9,959,556
<CAPTION>
PAR
VALUE
(000) VALUE
------- -------------
<S> <C> <C> <C>
FEDERAL AGENCY SECURITIES--CONTINUED
FHLB Discount Corp. 5.75%, 2/9/00....... $15,000 $ 14,906,562
FMC Discount Note 5.60%, 2/11/00........ 10,000 9,942,261
Fannie Mae Discount Note 5.67%,
2/24/00................................. 10,000 9,914,805
-------------
104,564,073
-------------
REPURCHASE AGREEMENTS--13.8%
Morgan Stanley & Co., Inc. repurchase
agreement 2.75%, dated 12/31/99 due
1/3/00, repurchase price $44,403,173
collateralized by Fannie Mae Bonds 5.50%
to 9.50%, 9/1/06 to 12/1/29, market
value $45,725,059....................... 44,393 44,393,000
Prudential Securities, Inc. repurchase
agreement 2.60%, dated 12/31/99 due
1/3/00, repurchase price $28,006,067
collateralized by U.S. Treasury Note
15.75%, 11/15/01, market value
$28,560,606............................. 28,000 28,000,000
-------------
72,393,000
-------------
- - --------------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $178,449,567) 178,447,832
- - --------------------------------------------------------------------
TOTAL INVESTMENTS--99.8%
(IDENTIFIED COST $442,681,767) 523,699,412(a)
Cash and receivables, less liabilities--0.2% 1,137,428
-------------
NET ASSETS--100.0% $ 524,836,840
=============
</TABLE>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $ 90,212,563 and gross
depreciation of $9,886,206 for federal income tax purposes. At December
31,1999, the aggregate cost of securities for federal income tax purposes
was $443,373,055.
(b) Non-income producing.
(c) As rated by Moodys, Fitch or Duff & Phelps.
(d) Principal amount is adjusted daily pursuant to the change in the Consumer
Price Index.
(e) All or a portion segregated as collateral.
(f) Par value represents Danish Krone.
(g) Par value represents Euro.
(h) Par value represents New Zealand Dollar.
(i) Par value represents Swedish Krona.
(j) Par value represents British Pound.
See Notes to Financial Statements
67
<PAGE>
Phoenix-Zweig Managed Assets
INDUSTRY DIVERSIFICATION
AS A PERCENTAGE OF THE VALUE OF
TOTAL LONG-TERM INVESTMENTS
(UNAUDITED)
<TABLE>
<S> <C>
Agency Mortgage-Backed Securities....... 1.3%
Agricultural Products................... 0.1
Air Freight............................. 0.1
Airlines................................ 0.1
Aluminum................................ 0.3
Auto Parts & Equipment.................. 0.2
Automobiles............................. 1.4
Banks (Major Regional).................. 5.2
Banks (Money Center).................... 0.8
Beverages (Alcoholic)................... 0.8
Biotechnology........................... 0.9
Broadcasting (Television, Radio &
Cable)................................ 0.6
Building Materials...................... 0.1
Chemicals (Diversified)................. 0.7
Chemicals (Specialty)................... 0.7
Chemicals............................... 0.8
Communications Equipment................ 4.2
Computers (Hardware).................... 1.9
Computers (Software & Services)......... 2.5
Construction (Cement & Aggregates)...... 0.1
Consumer Finance........................ 0.8
Distributors (Food & Health)............ 0.3
Electric Companies...................... 0.9
Electrical Equipment.................... 0.6
Electronics (Component Distributors).... 1.5
Electronics (Semiconductors)............ 1.0
Engineering & Construction.............. 0.2
Entertainment........................... 0.3
Financial (Diversified)................. 2.1
Foods................................... 0.5
Foreign Government Securities........... 18.8
Gaming, Lottery & Pari-mutuel
Companies............................. 0.3
Gold & Precious Metals Mining........... 0.1
Health Care (Diversified)............... 0.7
Health Care (Drugs-Major
Pharmaceuticals)...................... 2.5
Homebuilding............................ 0.1
Household Furnishings & Appliances...... 1.1
Household Products (Non-Durable)........ 2.3
Insurance (Life/Health)................. 0.9
Insurance (Multi-Line).................. 1.7
Insurance (Property-Casualty)........... 0.1
Investment Banking/Brokerage............ 0.2
Iron & Steel............................ 0.4
Leisure Time (Products)................. 0.2%
Machinery (Diversified)................. 0.3
Manufacturing (Diversified)............. 2.3
Metals Mining........................... 0.3
Natural Gas............................. 0.4
Office Equipment & Supplies............. 0.3
Oil & Gas (Drilling & Equipment)........ 0.7
Oil & Gas (Exploration & Production).... 0.3
Oil & Gas (Refining & Marketing)........ 1.2
Oil (Domestic Integrated)............... 1.5
Oil (International Integrated).......... 0.7
Paper & Forest Products................. 0.3
Personal Care........................... 0.1
Photography/Imaging..................... 0.2
Publishing (Newspapers)................. 0.5
Publishing.............................. 0.1
Railroads............................... 0.1
Restaurants............................. 0.1
Retail (Department Stores).............. 1.0
Retail (Drug Stores).................... 0.1
Retail (Food Chains).................... 1.2
Retail (General Merchandise)............ 0.1
Retail (Home Shopping).................. 0.1
Retail (Specialty)...................... 0.1
Retail (Specialty-Apparel).............. 0.8
Services (Advertising/Marketing)........ 0.1
Services (Commercial & Consumer)........ 0.4
Services (Computer Systems)............. 0.2
Services (Data Processing).............. 0.1
Shipping................................ 0.1
Specialty Printing...................... 0.1
Telecommunications
(Cellular/Wireless)................... 1.1
Telecommunications (Long Distance)...... 0.9
Telephone............................... 7.7
Textiles (Apparel)...................... 0.1
Textiles (Home Furnishings)............. 0.2
Tobacco................................. 0.1
Trucks & Parts.......................... 0.2
U.S. Government Securities.............. 15.4
Waste Management........................ 0.1
-------
100.0%
=======
</TABLE>
68
<PAGE>
Phoenix-Zweig Managed Assets
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
<TABLE>
<S> <C>
ASSETS
Investment securities at value,
exclusive of repurchase
agreements (Identified cost
$370,288,767) $451,306,412
Repurchase agreements, at value
(Identified cost $72,393,000) 72,393,000
Foreign currency at value
(Identified cost $166,471) 167,321
Cash 12,316
Gross unrealized appreciation on
forward foreign currency
contracts 834,240
Receivables
Dividends and interest 3,333,380
Tax reclaims 423,016
Fund shares sold 105,234
Prepaid expenses 9,141
------------
Total assets 528,584,060
------------
LIABILITIES
Gross unrealized depreciation on
forward foreign currency
contracts 1,125,454
Payables
Fund shares repurchased 1,338,951
Investment advisory fee 441,360
Distribution fee 378,674
Transfer agent fee 248,701
Financial agent fee 38,673
Trustees' fee 6,513
Accrued expenses 168,894
------------
Total liabilities 3,747,220
------------
NET ASSETS $524,836,840
============
NET ASSETS CONSIST OF:
Capital paid in on shares of
beneficial interest $426,752,715
Undistributed net investment income 2,710,988
Accumulated net realized gain 14,728,844
Net unrealized appreciation 80,644,293
------------
NET ASSETS $524,836,840
============
CLASS A
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $103,267,214) 7,355,413
Net asset value per share $14.04
Offering price per share
$14.04/(1-5.50%) $14.86
CLASS B
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $39,909,701) 2,821,192
Net asset value and offering price
per share $14.15
CLASS C
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $379,445,462) 27,255,420
Net asset value and offering price
per share $13.92
CLASS I
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $2,214,463) 156,147
Net asset value and offering price
per share $14.18
</TABLE>
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME
Interest $15,830,189
Dividends 4,627,057
Foreign taxes withheld (79,698)
-----------
Total investment income 20,377,548
-----------
EXPENSES
Investment advisory fee 5,597,860
Distribution fee, Class A 333,146
Distribution fee, Class B 397,812
Distribution fee, Class C 4,068,484
Financial agent fee 160,986
Transfer agent 606,626
Custodian 176,868
Printing 86,865
Professional 67,124
Registration 48,571
Trustees 19,875
Miscellaneous 18,200
-----------
Total expenses 11,582,417
-----------
NET INVESTMENT INCOME 8,795,131
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain on securities 55,008,032
Net realized loss on futures
contracts (3,277,612)
Net realized loss on foreign
currency transactions (273,841)
Net change in unrealized
appreciation (depreciation) on
investments (16,687,691)
Net change in unrealized
appreciation (depreciation) on
foreign currency and foreign
currency transactions (164,828)
-----------
NET GAIN ON INVESTMENTS 34,604,060
-----------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $43,399,191
===========
</TABLE>
See Notes to Financial Statements 69
<PAGE>
Phoenix-Zweig Managed Assets
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
12/31/99 12/31/98
------------ ------------
<S> <C> <C>
FROM OPERATIONS
Net investment income (loss) $ 8,795,131 $ 9,661,159
Net realized gain (loss) 51,456,579 15,943,047
Net change in unrealized appreciation (depreciation) (16,852,519) 49,478,123
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS 43,399,191 75,082,329
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A (1,851,319) (3,258,823)
Net investment income, Class B (394,535) (565,142)
Net investment income, Class C (3,891,210) (8,750,847)
Net investment income, Class I (42,069) (84,713)
Net realized gains, Class A (7,665,272) (340,937)
Net realized gains, Class B (2,960,138) (89,551)
Net realized gains, Class C (28,568,205) (1,206,766)
Net realized gains, Class I (160,910) (4,991)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (45,533,658) (14,301,770)
------------ ------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (980,240 and 1,570,483
shares, respectively) 14,230,772 21,680,005
Net asset value of shares issued from reinvestment of
distributions
(625,401 and 213,319 shares, respectively) 8,719,828 2,999,236
Cost of shares repurchased (2,859,688 and 1,893,703
shares, respectively) (41,487,644) (26,000,573)
------------ ------------
Total (18,537,044) (1,321,332)
------------ ------------
CLASS B
Proceeds from sales of shares (1,214,074 and 1,108,058
shares, respectively) 17,632,149 15,274,360
Net asset value of shares issued from reinvestment of
distributions
(215,090 and 34,599 shares, respectively) 3,004,893 489,841
Cost of shares repurchased (931,411 and 235,957 shares,
respectively) (13,617,868) (3,271,746)
------------ ------------
Total 7,019,174 12,492,455
------------ ------------
CLASS C
Proceeds from sales of shares (1,700,748 and 3,147,226
shares, respectively) 24,316,042 42,783,993
Net asset value of shares issued from reinvestment of
distributions
(2,145,927 and 536,232 shares, respectively) 29,524,085 7,486,461
Cost of shares repurchased (7,126,846 and 5,428,861
shares, respectively) (102,491,448) (73,691,914)
------------ ------------
Total (48,651,321) (23,421,460)
------------ ------------
CLASS I
Proceeds from sales of shares (20,802 and 2,421 shares,
respectively) 298,135 34,128
Net asset value of shares issued from reinvestment of
distributions
(14,394 and 6,289 shares, respectively) 202,973 89,701
Cost of shares repurchased (8,200 and 82,314 shares,
respectively) (120,305) (1,189,965)
------------ ------------
Total 380,803 (1,066,136)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (59,788,388) (13,316,473)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS (61,922,855) 47,464,086
NET ASSETS
Beginning of period 586,759,695 539,295,609
------------ ------------
END OF PERIOD [INCLUDING UNDISTRIBUTED NET INVESTMENT
INCOME (LOSS) OF
$2,710,988 AND $(234,705), RESPECTIVELY] $524,836,840 $586,759,695
============ ============
</TABLE>
70 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Managed Assets
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS A
-------------------------------------------------------------
YEAR ENDED DECEMBER 31
-------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 14.18 $ 12.72 $ 12.75 $ 12.48 $ 11.76
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.31(4) 0.38(5) 0.13(5) 0.35(5) 0.47(5)
Net realized and unrealized gain (loss) 0.91 1.50 1.83 0.86 1.40
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 1.22 1.88 1.96 1.21 1.87
--------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.25) (0.38) -- (0.45) (0.75)
Dividends from net realized gains (1.11) (0.04) (1.99) (0.49) (0.40)
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (1.36) (0.42) (1.99) (0.94) (1.15)
--------- --------- --------- --------- ---------
Change in net asset value (0.14) 1.46 (0.03) 0.27 0.72
--------- --------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $ 14.04 $ 14.18 $ 12.72 $ 12.75 $ 12.48
========= ========= ========= ========= =========
Total return(1) 8.81% 14.87% 15.47% 9.80% 16.26%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $103,267 $122,085 $110,908 $114,837 $141,110
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.51% 1.51% 1.59% 1.64% 1.59%
Net investment income 2.13% 2.77%(5) 2.40%(5) 2.64%(5) 3.69%(5)
Portfolio turnover 50% 62% 168% 187% 239%
</TABLE>
<TABLE>
<CAPTION>
CLASS B
------------------------------------------------
FROM
YEAR ENDED DECEMBER 31 INCEPTION
----------------------------------- 4/8/96 TO
1999 1998 1997 12/31/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 14.28 $ 12.79 $ 12.90 $ 12.43
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.21(4) 0.26(5) 0.04(5) 0.13(5)
Net realized and unrealized gain (loss) 0.91 1.53 1.84 1.00
--------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 1.12 1.79 1.88 1.13
--------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.14) (0.26) -- (0.17)
Dividends from net realized gains (1.11) (0.04) (1.99) (0.49)
--------- --------- --------- ---------
TOTAL DISTRIBUTIONS (1.25) (0.30) (1.99) (0.66)
--------- --------- --------- ---------
Change in net asset value (0.13) 1.49 (0.11) 0.47
--------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $ 14.15 $ 14.28 $ 12.79 $ 12.90
========= ========= ========= =========
Total return(1) 8.03% 14.06% 14.67% 9.11%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $39,910 $33,172 $18,117 $6,339
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.21% 2.21% 2.29% 2.34%(2)
Net investment income 1.44% 2.07%(5) 1.70%(5) 1.94%(2)(5)
Portfolio turnover 50% 62% 168% 187%
</TABLE>
(1) Maximum sales charge is not reflected in total return calculation.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.
(5) Includes realized gains and losses on foreign currency transactions.
See Notes to Financial Statements 71
<PAGE>
Phoenix-Zweig Managed Assets
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS C
-------------------------------------------------------------
YEAR ENDED DECEMBER 31
-------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 14.07 $ 12.63 $ 12.76 $ 12.49 $ 11.73
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.21(4) 0.29(5) 0.04(5) 0.27(5) 0.38(5)
Net realized and unrealized gain (loss) 0.89 1.48 1.82 0.85 1.40
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 1.10 1.77 1.86 1.12 1.78
--------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.14) (0.29) -- (0.36) (0.62)
Dividends from net realized gains (1.11) (0.04) (1.99) (0.49) (0.40)
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (1.25) (0.33) (1.99) (0.85) (1.02)
--------- --------- --------- --------- ---------
Change in net asset value (0.15) 1.44 (0.13) 0.27 0.76
--------- --------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $ 13.92 $ 14.07 $ 12.63 $ 12.76 $ 12.49
========= ========= ========= ========= =========
Total return(1) 8.01% 14.03% 14.67% 9.03% 15.44%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $379,445 $429,655 $407,625 $426,194 $527,432
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 2.21% 2.21% 2.29% 2.34% 2.29%
Net investment income 1.43% 2.07%(5) 1.70%(5) 1.94%(5) 2.99%(5)
Portfolio turnover 50% 62% 168% 187% 239%
</TABLE>
<TABLE>
<CAPTION>
CLASS I
-------------------------------------------------
FROM
YEAR ENDED DECEMBER 31 INCEPTION
----------------------------------- 11/1/96 TO
1999 1998 1997 12/31/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 14.31 $ 13.05 $ 12.99 $ 13.02
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.36(4) 0.56(5) 0.09(5) 0.05(5)
Net realized and unrealized gain (loss) 0.91 1.41 1.96 0.45
--------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 1.27 1.97 2.05 0.50
--------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.29) (0.67) -- (0.04)
Dividends from net realized gains (1.11) (0.04) (1.99) (0.49)
--------- --------- --------- ---------
TOTAL DISTRIBUTIONS (1.40) (0.71) (1.99) (0.53)
--------- --------- --------- ---------
Change in net asset value (0.13) 1.26 0.06 (0.03)
--------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $ 14.18 $ 14.31 $ 13.05 $ 12.99
========= ========= ========= =========
Total return(1) 9.08% 15.16% 15.88% 3.83%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $2,214 $1,848 $2,645 $2,893
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.21% 1.21% 1.29% 1.34%(2)
Net investment income 2.43% 3.07%(5) 2.70%(5) 2.94%(2)(5)
Portfolio turnover 50% 62% 168% 187%
</TABLE>
(1) Maximum sales charge is not reflected in total return calculation.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.
(5) Includes realized gains and losses on foreign currency transactions.
72 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Strategy Fund
INVESTMENTS AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
COMMON STOCKS--51.1%
AEROSPACE/DEFENSE--0.1%
Boeing Co. (The)........................ 12,200 $ 507,062
AUTO PARTS & EQUIPMENT--0.0%
Borg-Warner Automotive, Inc............. 100 4,050
AUTOMOBILES--3.1%
Ford Motor Co........................... 128,300 6,856,031
General Motors Corp..................... 99,600 7,239,675
------------
14,095,706
------------
BANKS (MAJOR REGIONAL)--0.5%
AmSouth BanCorp......................... 10,900 210,506
Comerica, Inc........................... 500 23,344
Fifth Third Bancorp..................... 11,900 873,162
Huntington Bancshares, Inc.............. 12,300 293,662
SunTrust Banks, Inc..................... 7,000 481,687
Synovus Financial Corp.................. 13,000 258,375
------------
2,140,736
------------
BANKS (REGIONAL)--1.2%
Pacific Century Financial Corp.......... 34,100 637,244
UnionBanCal Corp........................ 119,300 4,704,894
------------
5,342,138
------------
BEVERAGES (ALCOHOLIC)--0.8%
Coors (Adolph) Co. Class B.............. 72,600 3,811,500
BIOTECHNOLOGY--0.7%
Amgen, Inc.(b).......................... 16,400 985,025
Biogen, Inc.(b)......................... 11,700 988,650
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
BIOTECHNOLOGY--CONTINUED
Chiron Corp.(b)......................... 19,400 $ 822,075
MedImmune, Inc. (b)..................... 3,600 597,150
------------
3,392,900
------------
BUILDING MATERIALS--0.1%
Lafarge Corp............................ 3,000 82,875
USG Corp................................ 9,400 442,975
Valspar Corp. (The)..................... 200 8,375
------------
534,225
------------
CHEMICALS (SPECIALTY)--0.1%
Albemarle Corp.......................... 14,000 268,625
COMMUNICATIONS EQUIPMENT--1.4%
ADC Telecommunications, Inc.(b)......... 12,000 870,750
ADTRAN, Inc.(b)......................... 2,100 108,019
CommScope, Inc.(b)...................... 1,100 44,344
Comverse Technology, Inc.(b)............ 1,200 173,700
Motorola, Inc........................... 100 14,725
QUALCOMM, Inc.(b)....................... 24,000 4,230,000
Scientific-Atlanta, Inc................. 11,100 617,437
Tellabs, Inc.(b)........................ 8,800 564,850
------------
6,623,825
------------
COMPUTERS (HARDWARE)--0.5%
Electronics for Imaging, Inc.(b)........ 800 46,500
Gateway, Inc.(b)........................ 10,500 756,656
Sun Microsystems, Inc.(b)............... 18,300 1,417,106
------------
2,220,262
------------
</TABLE>
76 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Strategy Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
COMPUTERS (NETWORKING)--0.2%
3Com Corp.(b)........................... 15,600 $ 733,200
COMPUTERS (PERIPHERALS)--1.7%
EMC Corp.(b)............................ 49,000 5,353,250
Lexmark International Group, Inc. Class
A(b).................................... 1,200 108,600
Seagate Technology, Inc.(b)............. 52,000 2,421,250
------------
7,883,100
------------
COMPUTERS (SOFTWARE & SERVICES)--3.3%
Adobe Systems, Inc...................... 54,900 3,692,025
America Online, Inc.(b)................. 11,700 882,619
American Management Systems, Inc.(b).... 200 6,275
Compuware Corp.(b)...................... 26,700 994,575
Electronic Arts, Inc.(b)................ 3,000 252,000
InfoSpace.com, Inc.(b).................. 500 107,000
Intuit, Inc.(b)......................... 12,100 725,244
Mercury Interactive Corp................ 1,500 161,906
Microsoft Corp.(b)...................... 22,800 2,661,900
Oracle Corp.(b)......................... 19,500 2,185,219
Portal Software, Inc.(b)................ 1,800 185,175
Razorfish, Inc.(b)...................... 400 38,050
RealNetworks, Inc.(b)................... 1,100 133,306
Siebel Systems, Inc. (b)................ 2,400 201,600
TIBCO Software, Inc.(b)................. 200 30,600
USWeb Corp.(b).......................... 2,300 102,206
VeriSign, Inc.(b)....................... 1,400 267,050
Yahoo!, Inc.(b)......................... 5,400 2,336,512
------------
14,963,262
------------
CONSTRUCTION (CEMENT & AGGREGATES)--0.1%
Southdown, Inc.......................... 4,900 252,962
CONSUMER (JEWELRY, NOVELTIES & GIFTS)--0.0%
Lancaster Colony Corp................... 6,400 212,000
CONSUMER FINANCE--0.2%
MBNA Corp............................... 11,700 318,825
PMI Group, Inc. (The)................... 3,150 153,759
Providian Financial Corp................ 2,700 245,869
------------
718,453
------------
CONTAINERS & PACKAGING (PAPER)--0.0%
Temple-Inland, Inc...................... 3,300 217,594
DISTRIBUTORS (FOOD & HEALTH)--0.3%
Patterson Dental Co.(b)................. 7,000 298,375
SUPERVALU, Inc.......................... 15,800 316,000
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
DISTRIBUTORS (FOOD & HEALTH)--CONTINUED
SYSCO Corp.............................. 21,500 $ 850,594
------------
1,464,969
------------
ELECTRIC COMPANIES--5.6%
Constellation Energy Group.............. 56,400 1,635,600
Dominion Resources, Inc................. 800 31,400
Edison International.................... 233,400 6,112,162
Entergy Corp............................ 122,400 3,151,800
FirstEnergy Corp........................ 76,200 1,728,787
Florida Progress Corp................... 49,200 2,081,775
Minnesota Power, Inc.................... 3,400 57,587
OGE Energy Corp......................... 1,900 36,100
Public Service Enterprise Group, Inc.... 174,500 6,074,781
Reliant Energy, Inc..................... 19,300 441,487
Southern Co. (The)...................... 8,000 188,000
Texas Utilities Co...................... 15,300 544,106
Unicom Corp............................. 102,500 3,433,750
------------
25,517,335
------------
ELECTRICAL EQUIPMENT--1.3%
Brocade Communications Systems,
Inc.(b)................................. 2,400 424,800
Solectron Corp.(b)...................... 57,300 5,450,662
------------
5,875,462
------------
ELECTRONICS (INSTRUMENTATION)--0.3%
PerkinElmer, Inc........................ 32,100 1,338,169
ELECTRONICS (SEMICONDUCTORS)--1.2%
Adaptec, Inc.(b)........................ 5,400 269,325
Altera Corp.(b)......................... 9,500 470,844
Amdocs Ltd.(b).......................... 5,400 186,300
Analog Devices, Inc.(b)................. 21,600 2,008,800
Conexant Systems, Inc.(b)............... 6,800 451,350
Cypress Semiconductor Corp.(b).......... 2,300 74,462
Microchip Technology, Inc.(b)........... 4,200 287,437
Micron Technology, Inc.(b).............. 5,400 419,850
Texas Instruments, Inc.................. 11,000 1,065,625
Xilinx, Inc.(b)......................... 5,800 263,719
------------
5,497,712
------------
ENGINEERING & CONSTRUCTION--0.3%
Fluor Corp.............................. 25,800 1,183,575
EQUIPMENT (SEMICONDUCTOR)--0.7%
Applied Materials, Inc.(b).............. 24,500 3,103,844
FINANCIAL (DIVERSIFIED)--1.6%
Citigroup, Inc.......................... 49,010 2,723,118
</TABLE>
See Notes to Financial Statements 77
<PAGE>
Phoenix-Zweig Strategy Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
FINANCIAL (DIVERSIFIED)--CONTINUED
Fannie Mae.............................. 100 $ 6,244
Financial Security Assurance Holdings
Ltd..................................... 20,300 1,058,137
Morgan Stanley Dean Witter & Co......... 24,500 3,497,375
SEI Investments Co...................... 100 11,902
------------
7,296,776
------------
FOODS--2.5%
Bestfoods............................... 124,400 6,538,775
ConAgra, Inc............................ 42,600 961,162
Dean Foods Co........................... 5,500 218,625
Hormel Foods Corp....................... 47,400 1,925,625
International Home Foods, Inc.(b)....... 300 5,212
Keebler Foods Co.(b).................... 23,800 669,375
McCormick & Co., Inc.................... 38,000 1,130,500
Quaker Oats Co. (The)................... 200 13,125
------------
11,462,399
------------
FOOTWEAR--0.9%
NIKE, Inc. Class B...................... 79,100 3,920,394
GAMING, LOTTERY & PARI-MUTUEL COMPANIES--0.0%
Harrah's Entertainment, Inc.(b)......... 4,200 111,037
HEALTH CARE (DIVERSIFIED)--1.3%
Johnson & Johnson....................... 65,200 6,071,750
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.1%
Pfizer, Inc............................. 11,700 379,519
HEALTH CARE (MANAGED CARE)--0.1%
United HealthCare Corp.................. 6,700 355,937
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--0.2%
Bard (C.R.), Inc........................ 500 26,500
Baxter International, Inc............... 12,500 785,156
Boston Scientific Corp.(b).............. 11,700 255,937
------------
1,067,593
------------
HEALTH CARE (SPECIALIZED SERVICES)--0.1%
Lincare Holdings, Inc.(b)............... 8,200 284,437
HOMEBUILDING--0.1%
Clayton Homes, Inc...................... 700 6,431
Pulte Corp.............................. 24,300 546,750
------------
553,181
------------
HOUSEHOLD FURNISHINGS & APPLIANCES--0.1%
Whirlpool Corp.......................... 3,700 240,731
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
INSURANCE (LIFE/HEALTH)--0.2%
AFLAC, Inc.............................. 16,600 $ 783,312
Jefferson-Pilot Corp.................... 200 13,650
MONY Group, Inc. (The).................. 9,400 274,363
------------
1,071,325
------------
INSURANCE (MULTI-LINE)--0.0%
CIGNA Corp.............................. 300 24,169
INSURANCE (PROPERTY-CASUALTY)--1.0%
Allmerica Financial Corp................ 19,600 1,090,250
MGIC Investment Corp.................... 52,700 3,171,881
Radian Group, Inc....................... 9,100 434,525
------------
4,696,656
------------
INVESTMENT BANKING/BROKERAGE--1.5%
AXA Financial, Inc...................... 200 6,775
Lehman Brothers Holdings, Inc........... 67,000 5,674,063
Merrill Lynch & Co., Inc................ 11,700 976,950
------------
6,657,788
------------
LEISURE TIME (PRODUCTS)--0.0%
Brunswick Corp.......................... 3,000 66,750
MACHINERY (DIVERSIFIED)--0.1%
Dover Corp.............................. 13,500 612,563
Ingersoll-Rand Co....................... 300 16,519
------------
629,082
------------
MANUFACTURING (DIVERSIFIED)--0.5%
Danaher Corp............................ 6,100 294,325
ITT Industries, Inc..................... 600 20,063
Johnson Controls, Inc................... 7,900 449,313
National Service Industries, Inc........ 26,100 769,950
Trinity Industries, Inc................. 23,700 673,969
------------
2,207,620
------------
MANUFACTURING (SPECIALIZED)--0.3%
Pall Corp............................... 54,400 1,173,000
METALS MINING--0.0%
Phelps Dodge Corp....................... 200 13,425
NATURAL GAS--0.5%
Coastal Corp. (The)..................... 61,000 2,161,688
KeySpan Corp............................ 4,100 95,069
------------
2,256,757
------------
</TABLE>
78 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Strategy Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
OIL & GAS (EXPLORATION & PRODUCTION)--0.2%
Apache Corp............................. 3,800 $ 140,363
Kerr-McGee Corp......................... 8,700 539,400
Murphy Oil Corp......................... 300 17,213
------------
696,976
------------
OIL (DOMESTIC INTEGRATED)--1.2%
Amerada Hess Corp....................... 2,300 130,525
Atlantic Richfield Co................... 48,400 4,186,600
Occidental Petroleum Corp............... 20,200 436,825
USX-Marathon Group...................... 34,600 854,188
------------
5,608,138
------------
OIL (INTERNATIONAL INTEGRATED)--1.1%
Chevron Corp............................ 20,400 1,767,150
Texaco, Inc............................. 61,500 3,340,219
------------
5,107,369
------------
PAPER & FOREST PRODUCTS--1.5%
Boise Cascade Corp...................... 400 16,200
Champion International Corp............. 7,600 470,725
Georgia-Pacific Group................... 2,000 101,500
International Paper Co.................. 51,100 2,883,956
Westvaco Corp........................... 3,400 110,925
Weyerhaeuser Co......................... 20,100 1,443,431
Willamette Industries, Inc.............. 40,500 1,880,719
------------
6,907,456
------------
PHOTOGRAPHY/IMAGING--0.0%
IKON Office Solutions, Inc.............. 5,200 35,425
Zebra Technologies Corp. Class A(b)..... 1,100 64,350
------------
99,775
------------
POWER PRODUCERS (INDEPENDENT)--0.2%
Calpine Corp.(b)........................ 11,900 761,600
PUBLISHING--1.4%
McGraw-Hill Cos., Inc. (The)............ 101,600 6,261,100
PUBLISHING (NEWSPAPERS)--1.1%
Dow Jones & Co., Inc.................... 42,400 2,883,200
Gannett Co., Inc........................ 10,500 856,406
Knight-Ridder, Inc...................... 10,400 618,800
Tribune Co.............................. 13,800 759,863
------------
5,118,269
------------
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
RAILROADS--0.0%
Kansas City Southern Industries, Inc.... 3,000 $ 223,875
REITS--0.2%
Apartment Investment & Management Co.... 15,400 613,113
Arden Realty, Inc....................... 1,200 24,075
Duke-Weeks Realty Corp.................. 2,400 46,800
Equity Residential Properties Trust..... 1,500 64,031
General Growth Properties, Inc.......... 300 8,400
Liberty Property Trust.................. 2,400 58,200
------------
814,619
------------
RESTAURANTS--0.4%
Brinker International, Inc.(b).......... 700 16,800
Darden Restaurants, Inc................. 98,500 1,785,313
------------
1,802,113
------------
RETAIL (BUILDING SUPPLIES)--1.5%
Home Depot, Inc. (The).................. 83,550 5,728,397
Lowe's Companies., Inc.................. 18,500 1,105,375
------------
6,833,772
------------
RETAIL (COMPUTERS & ELECTRONICS)--0.8%
Best Buy Co., Inc.(b)................... 37,000 1,856,938
Circuit City Stores-Circuit City
Group................................... 24,200 1,090,513
Tandy Corp.............................. 19,100 939,481
------------
3,886,932
------------
RETAIL (DEPARTMENT STORES)--0.4%
Kohl's Corp.(b)......................... 27,500 1,985,156
RETAIL (DISCOUNTERS)--0.9%
Ross Stores, Inc........................ 220,500 3,955,219
RETAIL (GENERAL MERCHANDISE)--2.6%
BJ's Wholesale Club, Inc.(b)............ 1,300 47,450
Dayton Hudson Corp...................... 45,200 3,319,375
Wal-Mart Stores, Inc.................... 121,900 8,426,338
------------
11,793,163
------------
RETAIL (HOME SHOPPING)--0.0%
CDW Computer Centers, Inc.(b)........... 1,100 86,488
RETAIL (SPECIALTY)--0.7%
Staples, Inc.(b)........................ 3,700 76,775
Tiffany & Co............................ 32,400 2,891,700
Zale Corp.(b)........................... 8,800 425,700
------------
3,394,175
------------
</TABLE>
See Notes to Financial Statements 79
<PAGE>
Phoenix-Zweig Strategy Fund
<TABLE>
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
RETAIL (SPECIALTY-APPAREL)--0.2%
American Eagle Outfitters, Inc.(b)...... 5,400 $ 243,000
Gap, Inc. (The)......................... 18,000 828,000
TJX Cos., Inc. (The).................... 2,400 49,050
------------
1,120,050
------------
SAVINGS & LOAN COMPANIES--1.2%
Bank United Corp. Class A............... 1,800 49,050
Golden West Financial Corp.............. 160,600 5,380,100
Roslyn Bancorp, Inc..................... 5,370 99,345
------------
5,528,495
------------
SERVICES (COMMERCIAL & CONSUMER)--0.1%
Cendant Corp.(b)........................ 3,900 103,594
Profit Recovery Group International,
Inc. (The)(b)........................... 5,800 154,063
------------
257,657
------------
SERVICES (DATA PROCESSING)--0.1%
Concord EFS, Inc.(b).................... 1,000 25,750
DST Systems, Inc.(b).................... 7,400 564,713
------------
590,463
------------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.1%
Western Wireless Corp. Class A(b)....... 4,900 327,075
TELECOMMUNICATIONS (LONG DISTANCE)--0.4%
Covad Communications Group, Inc.(b)..... 4,600 257,313
MCI WorldCom, Inc.(b)................... 28,050 1,488,403
------------
1,745,716
------------
TELEPHONE--0.0%
BellSouth Corp.......................... 2,000 93,625
TEXTILES (HOME FURNISHINGS)--0.0%
Mohawk Industries, Inc.(b).............. 100 2,638
TRUCKS & PARTS--0.0%
PACCAR, Inc............................. 1,300 57,606
- - --------------------------------------------------------------------
TOTAL COMMON STOCKS
(IDENTIFIED COST $202,757,218) 233,502,512
- - --------------------------------------------------------------------
FOREIGN COMMON STOCKS--5.6%
BANKS (MONEY CENTER)--0.1%
Banco Santander Central Hipano, SA
Sponsored ADR (Spain)................... 26,600 310,887
<CAPTION>
SHARES VALUE
-------- ------------
<S> <C> <C> <C>
COMMUNICATIONS EQUIPMENT--0.6%
Nokia Oyj Sponsored ADR (Finland)....... 14,800 $ 2,812,000
CONSTRUCTION (CEMENT & AGGREGATES)--0.0%
Hanson PLC Sponsored ADR (United
Kingdom)................................ 800 32,350
ELECTRICAL EQUIPMENT--0.0%
SONY Corp. Sponsored ADR (Japan)........ 900 256,275
ELECTRONICS (SEMICONDUCTORS)--0.3%
Taiwan Semiconductor Manufacturing Co.
Ltd. Sponsored ADR (Taiwan)(b).......... 28,600 1,287,000
ENTERTAINMENT--0.1%
Seagram Co. Ltd. (The) (Canada)......... 11,000 494,312
IRON & STEEL--0.2%
Pohang Iron & Steel Co. Ltd. Sponsored
ADR (South Korea)....................... 30,200 1,057,000
MACHINERY (DIVERSIFIED)--0.1%
CNH Global N.V. (Netherlands)........... 22,400 298,200
OIL (INTERNATIONAL INTEGRATED)--3.1%
BP Amoco PLC Sponsored ADR (United
Kingdom)................................ 58,600 3,475,712
ENI Sponsored ADR (Italy)............... 130,800 7,210,350
Royal Dutch Petroleum Co.
(Netherlands)........................... 3,200 193,400
Total Fina SA Sponsored ADR (France).... 49,200 3,407,100
------------
14,286,562
------------
RAILROADS--0.4%
Canadian National Railway Co.
(Canada)................................ 77,000 2,026,063
SPECIALTY PRINTING--0.2%
Quebecor Printing, Inc. (Canada)........ 33,410 743,373
TELECOMMUNICATIONS (LONG DISTANCE)--0.5%
Tele Denmark A/S Sponsored ADR
(Denmark)............................... 20,900 788,975
Telefonia SA Sponsored ADR (Spain)(b)... 9,378 739,104
Telefonos de Mexico SA ADR (Mexico)..... 6,300 708,750
------------
2,236,829
------------
- - --------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $22,965,381) 25,840,851
- - --------------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS--56.7%
(IDENTIFIED COST $225,722,599) 259,343,363
- - --------------------------------------------------------------------
</TABLE>
80 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Strategy Fund
<TABLE>
<CAPTION>
PAR
VALUE
(000) VALUE
-------- ------------
SHORT-TERM OBLIGATIONS--44.1%
<S> <C> <C> <C>
U.S. GOVERNMENT SECURITIES--0.2%
U.S. Treasury Bill 5.05%, 2/3/00(c)..... $ 1,000 $ 995,371
FEDERAL AGENCY SECURITIES--30.4%
FMC Discount Note 5.59%, 1/11/00........ 10,000 9,984,472
FMC Discount Note 4%, 1/13/00........... 10,000 9,986,667
FMC Discount Note 5.59%, 1/13/00........ 10,000 9,981,366
FMC Discount Note 5.59%, 1/25/00........ 5,000 4,981,367
FMC Discount Note 5.60%, 1/27/00........ 10,000 9,959,555
FMC Discount Note 5.70%, 1/31/00........ 10,000 9,952,500
FHLB Discount Corp. 5.74%, 2/9/00....... 10,000 9,937,817
FMC Discount Note 5.60%, 2/11/00........ 10,000 9,936,222
FMC Discount Note 5.75%, 2/15/00........ 10,000 9,928,125
FMC Discount Note 5.59%, 2/17/00........ 15,000 14,890,529
FMC Discount Note 5.59%, 2/23/00........ 15,000 14,876,554
Fannie Mae Discount Note 5.67%,
2/24/00................................. 15,000 14,872,425
Fannie Mae Discount Note 5.64%,
3/9/00.................................. 10,000 9,896,050
------------
139,183,649
------------
<CAPTION>
PAR
VALUE
(000) VALUE
-------- ------------
<S> <C> <C> <C>
REPURCHASE AGREEMENTS--13.5%
Morgan Stanley & Co., Inc. repurchase
agreement 2.75%, dated 12/31/99 due
1/3/00, repurchase price $31,502,218
collateralized by Fannie Mae Bonds 5.50%
to 8.50%, 2/1/08 to 6/1/29, market value
$32,346,047............................. $ 31,495 $ 31,495,000
Prudential Securities, Inc. repurchase
agreement, 2.60%, dated 12/31/99 due
1/3/00, repurchase price $30,006,500
collateralized by U.S. Treasury Note
5.50%, 3/31/03 and Fannie Mae Discount
Note 5.76%, 3/23/00, market value
$30,600,064............................. 30,000 30,000,000
------------
61,495,000
------------
- - --------------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $201,671,437) 201,674,020
- - --------------------------------------------------------------------
TOTAL INVESTMENTS--100.8%
(IDENTIFIED COST $427,394,036) 461,017,383(a)
Cash and receivables, less liabilities--(0.8%) (3,686,515)
------------
NET ASSETS--100.0% $457,330,868
============
</TABLE>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $40,521,797 and gross
depreciation of $7,519,117 for federal income tax purposes. At December 31,
1999, the aggregate cost of securities for federal income tax purposes was
$428,014,703.
(b) Non-income producing.
(c) All or a portion segregated as collateral.
See Notes to Financial Statements
81
<PAGE>
Phoenix-Zweig Strategy Fund
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
<TABLE>
<S> <C>
ASSETS
Investment securities at value,
exclusive of repurchase
agreements (Identified cost
$365,899,036) $399,522,383
Repurchase agreements at value
(Identified cost $61,495,000) 61,495,000
Cash 114,061
Receivables
Dividends and interest 250,510
Fund shares sold 45,423
Prepaid expenses 15,378
------------
Total assets 461,442,755
------------
LIABILITIES
Payables
Fund shares repurchased 2,978,671
Transfer agent fee 403,571
Investment advisory fee 293,273
Distribution fee 257,826
Financial agent fee 41,624
Trustees' fee 6,132
Accrued expenses 130,790
------------
Total liabilities 4,111,887
------------
NET ASSETS $457,330,868
============
NET ASSETS CONSIST OF:
Capital paid in on shares of
beneficial interest $410,273,803
Undistributed net investment income 1,979,598
Accumulated net realized gain 11,454,120
Net unrealized appreciation 33,623,347
------------
NET ASSETS $457,330,868
============
CLASS A
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $223,269,034) 19,866,975
Net asset value price per share $11.24
Offering price per share
$11.24/(1-5.50%) $11.89
CLASS B
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $47,557,148) 4,195,342
Net asset value and offering price
per share $11.34
CLASS C
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $184,924,081) 16,354,369
Net asset value and offering price
per share $11.31
CLASS I
Shares of beneficial interest
outstanding, $0.10 par value,
unlimited authorization (Net
Assets $1,580,605) 138,666
Net asset value and offering price
per share $11.40
</TABLE>
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME
Interest $ 11,922,204
Dividends 6,519,682
Foreign taxes withheld (53,139)
------------
Total investment income 18,388,747
------------
EXPENSES
Investment advisory fee 4,917,833
Distribution fee, Class A 912,947
Distribution fee, Class B 647,973
Distribution fee, Class C 2,850,596
Financial agent fee 170,701
Transfer agent 979,918
Printing 105,419
Custodian 104,731
Registration 43,501
Professional 41,932
Trustees 22,576
Miscellaneous 29,523
------------
Total expenses 10,827,650
------------
NET INVESTMENT INCOME 7,561,097
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain on securities 77,850,483
Net realized gain on futures
contracts 11,888,197
Net change in unrealized appreciation
(depreciation) on investments (87,912,801)
------------
NET GAIN ON INVESTMENTS 1,825,879
------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 9,386,976
============
</TABLE>
82 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Strategy Fund
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
12/31/99 12/31/98
------------ ------------
<S> <C> <C>
FROM OPERATIONS
Net investment income (loss) $ 7,561,097 $ 6,756,292
Net realized gain (loss) 89,738,680 33,592,097
Net change in unrealized appreciation (depreciation) (87,912,801) (77,620,080)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS 9,386,976 (37,271,691)
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A (5,530,836) (5,288,602)
Net investment income, Class B (750,758) (265,467)
Net investment income, Class C (2,960,713) (1,003,670)
Net investment income, Class I (38,103) (13,864)
Net realized gains, Class A (56,259,519) (13,202,503)
Net realized gains, Class B (12,108,686) (2,616,561)
Net realized gains, Class C (47,943,073) (13,842,245)
Net realized gains, Class I (369,679) (43,465)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (125,961,367) (36,276,377)
------------ ------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (22,172,492 and 2,574,127
shares, respectively) 328,411,814 39,754,513
Net asset value of shares issued from reinvestment of
distributions
(5,016,929 and 1,028,617 shares, respectively) 56,137,856 15,080,997
Cost of shares repurchased (34,971,145 and 11,819,362
shares, respectively) (514,202,909) (180,481,679)
------------ ------------
Total (129,653,239) (125,646,169)
------------ ------------
CLASS B
Proceeds from sales of shares (135,743 and 1,471,884
shares, respectively) 1,978,122 23,953,900
Net asset value of shares issued from reinvestment of
distributions
(1,053,995 and 157,763 shares, respectively) 11,808,517 2,279,331
Cost of shares repurchased (2,534,806 and 933,992 shares,
respectively) (36,739,583) (14,238,733)
------------ ------------
Total (22,952,944) 11,994,498
------------ ------------
CLASS C
Proceeds from sales of shares (347,368 and 2,788,560
shares, respectively) 5,067,332 44,887,189
Net asset value of shares issued from reinvestment of
distributions
(4,190,253 and 780,919 shares, respectively) 46,828,670 11,238,658
Cost of shares repurchased (16,696,607 and 12,480,544
shares, respectively) (242,708,801) (187,646,203)
------------ ------------
Total (190,812,799) (131,520,356)
------------ ------------
CLASS I
Proceeds from sales of shares (13,384 and 34,727 shares,
respectively) 195,000 521,327
Net asset value of shares issued from reinvestment of
distributions
(35,899 and 3,891 shares, respectively) 407,769 57,327
Cost of shares repurchased (4,761 and 11,915 shares,
respectively) (72,123) (188,000)
------------ ------------
Total 530,646 390,654
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (342,888,336) (244,781,373)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS (459,462,727) (318,329,441)
NET ASSETS
Beginning of period 916,793,595 1,235,123,036
------------ ------------
END OF PERIOD [INCLUDING UNDISTRIBUTED NET INVESTMENT
INCOME (LOSS)
OF $1,979,598 AND $64,606, RESPECTIVELY] $457,330,868 $916,793,595
============ ============
</TABLE>
See Notes to Financial Statements 83
<PAGE>
Phoenix-Zweig Strategy Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS A
-------------------------------------------------------------
YEAR ENDED DECEMBER 31
-------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 14.80 $ 15.77 $ 15.01 $ 14.51 $ 12.36
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.22(4) 0.17 0.20 0.20 0.27
Net realized and unrealized gain (loss) 0.07 (0.48) 2.49 1.68 2.80
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 0.29 (0.31) 2.69 1.88 3.07
--------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.28) (0.18) (0.19) (0.20) (0.37)
Dividends from net realized gains (3.57) (0.48) (1.74) (1.18) (0.55)
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (3.85) (0.66) (1.93) (1.38) (0.92)
--------- --------- --------- --------- ---------
Change in net asset value (3.56) (0.97) 0.76 0.50 2.15
--------- --------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $ 11.24 $ 14.80 $ 15.77 $ 15.01 $ 14.51
========= ========= ========= ========= =========
Total return(1) 2.63% (1.88)% 18.07% 13.00% 25.12%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $223,269 $409,065 $565,721 $581,149 $558,286
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.28% 1.24 % 1.24% 1.28% 1.27%
Net investment income 1.54% 0.97 % 1.20% 1.27% 1.92%
Portfolio turnover 141% 116 % 126% 181% 95%
</TABLE>
<TABLE>
<CAPTION>
CLASS B
------------------------------------------------
FROM
YEAR ENDED DECEMBER 31 INCEPTION
----------------------------------- 4/8/96 TO
1999 1998 1997 12/31/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 14.90 $ 15.86 $ 15.07 $ 15.12
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.12(4) 0.05 0.07 0.06
Net realized and unrealized gain (loss) 0.07 (0.48) 2.53 1.13
--------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 0.19 (0.43) 2.60 1.19
--------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.18) (0.05) (0.07) (0.06)
Dividends from net realized gains (3.57) (0.48) (1.74) (1.18)
--------- --------- --------- ---------
TOTAL DISTRIBUTIONS (3.75) (0.53) (1.81) (1.24)
--------- --------- --------- ---------
Change in net asset value (3.56) (0.96) 0.79 (0.05)
--------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $ 11.34 $ 14.90 $ 15.86 $ 15.07
========= ========= ========= =========
Total return(1) 1.91% (2.61)% 17.33% 7.88%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $47,557 $82,531 $76,820 $42,317
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.98% 1.94 % 1.94% 1.98%(2)
Net investment income 0.84% 0.27 % 0.50% 0.57%(2)
Portfolio turnover 141% 116 % 126% 181%
</TABLE>
(1) Maximum sales charge is not reflected in total return calculation.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.
84 See Notes to Financial Statements
<PAGE>
Phoenix-Zweig Strategy Fund
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<TABLE>
<CAPTION>
CLASS C
-------------------------------------------------------------
YEAR ENDED DECEMBER 31
-------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 14.86 $ 15.81 $ 15.04 $ 14.56 $ 12.35
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.12(4) 0.05 0.07 0.11 0.16
Net realized and unrealized gain (loss) 0.07 (0.48) 2.52 1.66 2.82
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 0.19 (0.43) 2.59 1.77 2.98
--------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.17) (0.04) (0.08) (0.11) (0.22)
Dividends from net realized gains (3.57) (0.48) (1.74) (1.18) (0.55)
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (3.74) (0.52) (1.82) (1.29) (0.77)
--------- --------- --------- --------- ---------
Change in net asset value (3.55) (0.95) 0.77 0.48 2.21
--------- --------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $ 11.31 $ 14.86 $ 15.81 $ 15.04 $ 14.56
========= ========= ========= ========= =========
Total return(1) 1.94% (2.64)% 17.30% 12.19% 24.26%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $184,924 $423,791 $591,512 $621,334 $530,300
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 1.98% 1.94 % 1.94% 1.98% 1.97%
Net investment income 0.81% 0.27 % 0.50% 0.57% 1.22%
Portfolio turnover 141% 116 % 126% 181% 95%
</TABLE>
<TABLE>
<CAPTION>
CLASS I
-------------------------------------------------
FROM
YEAR ENDED DECEMBER 31 INCEPTION
----------------------------------- 11/1/96 TO
1999 1998 1997 12/31/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 14.94 $ 15.87 $ 15.07 $ 15.42
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.28(4) 0.17 0.23 0.04
Net realized and unrealized gain (loss) 0.06 (0.45) 2.54 0.83
--------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 0.34 (0.28) 2.77 0.87
--------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.31) (0.17) (0.23) (0.04)
Dividends from net realized gains (3.57) (0.48) (1.74) (1.18)
--------- --------- --------- ---------
TOTAL DISTRIBUTIONS (3.88) (0.65) (1.97) (1.22)
--------- --------- --------- ---------
Change in net asset value (3.54) (0.93) 0.80 (0.35)
--------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $ 11.40 $ 14.94 $ 15.87 $ 15.07
========= ========= ========= =========
Total return(1) 2.96% (1.66)% 18.52% 5.68%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $1,581 $1,407 $1,070 $903
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses 0.96% 0.94 % 0.94% 0.98%(2)
Net investment income 1.92% 1.27 % 1.50% 1.57%(2)
Portfolio turnover 141% 116 % 126% 181%
</TABLE>
(1) Maximum sales charge is not reflected in total return calculation.
(2) Annualized.
(3) Not annualized.
(4) Computed using average shares outstanding.
See Notes to Financial Statements 85
<PAGE>
PHOENIX-ZWEIG TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES
On March 1, 1999, Phoenix Investment Partners, Ltd. ("Phoenix") completed the
acquisition of Zweig/Glaser Advisers LLC, the Trust's investment manager (the
"Manager"), and of Zweig Securities Corp., the Trust's distributor (the
"Distributor"). As a result, Zweig Series Trust changed its' name to
Phoenix-Zweig Trust and each of the Series in the Trust changed its' name by
adding Phoenix- to the beginning of each Series' name. In addition, Zweig/Glaser
Advisers LLC has succeeded Zweig/Glaser Advisers as the Manager and Phoenix
Equity Planning Corporation ("PEPCO") has succeeded Zweig Securities Corp. as
the Distributor. In order to continue to have access to the advisory and
consulting services of Dr. Martin E. Zweig and his associates, the Manager
entered into a sub-advisory servicing agreement with Zweig Consulting LLC.
The Phoenix Zweig Trust ("the Trust") is organized as a Delaware business
trust and is registered under the Investment Company Act of 1940, as amended, as
a diversified, open-end management investment company. To date, seven Funds are
offered for sale: Appreciation Fund, Foreign Equity Fund, Government Cash Fund,
Government Fund, Growth & Income Fund, Managed Assets and Strategy Fund. Each
Fund has distinct investment objectives. Each of the Funds (except Government
and Government Cash Funds) strives to increase investment value over the long
term (capital appreciation) consistent with preserving capital and reducing
portfolio exposure to market risk. The Government and Government Cash Funds
focus on returning high current income. The Government Cash Fund also strives to
maintain liquidity and preserve capital. Growth & Income Fund, in addition to
seeking capital appreciation, strives to provide income as a secondary
objective. Managed Assets strives to increase investment value from capital
appreciation, dividends and interest.
The Trust offers Class A, Class B, Class C and Class I shares on each Fund and
one additional class of shares, Class M on Government Cash Fund. Certain
Class A shares are sold with a front-end sales charge of up to 5.50% for all
funds except Government Fund which is sold with a front-end sales charge of up
to 4.75%. Certain Class A shares, except Government Cash Fund may be sold with a
1% contingent deferred sales charge if redeemed within one year of purchase.
Class B shares are sold with a contingent deferred sales charge which declines
from 5% to zero depending on the period of time the shares are held. Class C
shares are sold with a 1.25% contingent deferred sales charge if redeemed within
one year of purchase. Class I shares and Class M shares have no sales charge.
Each class of shares has identical voting, dividend, liquidation and other
rights and the same terms and conditions, except that each class bears different
distribution expenses and has exclusive voting rights with respect to its
distribution plan. Income and expenses of each Fund are borne pro rata by the
holders of each class of shares, except that each class bears distribution
expenses unique to that class.
The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses. Actual results could differ from those estimates.
A. SECURITY VALUATION:
Equity securities are valued at the last sale price, or if there had been no
sale that day, at the last bid price. Debt securities are valued on the basis of
broker quotations or valuations provided by a pricing service which utilizes
information with respect to recent sales, market transactions in comparable
securities, quotations from dealers, and various relationships between
securities in determining value. Short-term investments having a remaining
maturity of 60 days or less are valued at amortized cost which approximates
market. All other securities and assets are valued at fair value as determined
in good faith by or under the direction of the Trustees.
The Government Cash Fund uses the amortized cost method of security valuation
which, in the opinion of the Trustees, represents the fair value of the
particular security. The Trustees monitor the deviations between the classes'
net asset value per share as determined by using available market quotations and
its amortized cost per share. If the deviation exceeds 1/2 of 1%, the Board of
Trustees will consider what action, if any, should be initiated to provide fair
valuation. This valuation procedure allows each class of the Fund to maintain a
constant net asset value of $1 per share.
B. SECURITY TRANSACTIONS AND RELATED INCOME:
Security transactions are recorded on the trade date. Interest income is
recorded on the accrual basis. Dividend income is recorded on the ex-dividend
date or, in the case of certain foreign securities, as soon as the Fund is
notified. Interest income is recorded on the accrual basis. The Trust does not
amortize premiums except for the Government Cash Fund but does amortize
discounts using the effective interest method. Realized gains and losses are
determined on the identified cost basis.
C. INCOME TAXES:
Each Fund is treated as a separate taxable entity. It is the policy of each
Fund in the Trust to comply with the requirements of the Internal Revenue Code
(the "Code"), applicable to regulated investment companies, and to distribute
substantially all of its taxable income to its shareholders. In addition, each
Fund intends to distribute an amount sufficient to avoid imposition of any
excise tax under Section 4982 of the Code. Therefore, no provision for federal
income taxes or excise taxes has been made.
86
<PAGE>
PHOENIX-ZWEIG TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 (CONTINUED)
D. DISTRIBUTIONS TO SHAREHOLDERS:
Distributions are recorded by each Fund on the ex-dividend date. Income and
capital gain distributions are determined in accordance with income tax
regulations which may differ from generally accepted accounting principles.
These differences include the treatment of non-taxable dividends, expiring
capital loss carryforwards, foreign currency gain/loss, partnerships, operating
losses and losses deferred due to wash sales and excise tax regulations.
Permanent book and tax basis differences relating to shareholder distributions
will result in reclassifications to paid in capital.
E. FOREIGN CURRENCY TRANSLATION:
Foreign securities, other assets and liabilities are valued using the foreign
currency exchange rate effective at the end of the reporting period. Cost of
investments is translated at the currency exchange rate effective at the trade
date. The gain or loss resulting from a change in currency exchange rates
between the trade and settlement dates of a portfolio transaction is treated as
a gain or loss on foreign currency. Likewise, the gain or loss resulting from a
change in currency exchange rates between the date income is accrued and paid is
treated as a gain or loss on foreign currency. The Trust does not separate that
portion of the results of operations arising from changes in exchange rates and
that portion arising from changes in the market prices of securities.
F. FORWARD CURRENCY CONTRACTS:
Each Fund (other than Government Cash Fund) may enter into forward currency
contracts in conjunction with the planned purchase or sale of foreign
denominated securities in order to hedge the U.S. dollar cost or proceeds.
Forward currency contracts involve, to varying degrees, elements of market risk
in excess of the amount recognized in the Statement of Assets and Liabilities.
Risks arise from the possible movements in foreign exchange rates or if the
counterparty does not perform under the contract.
A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any number of days from the
date of the contract agreed upon by the parties, at a price set at the time of
the contract. These contracts are traded directly between currency traders and
their customers. The contract is marked-to-market daily and the change in market
value is recorded by each Fund as an unrealized gain (or loss). When the
contract is closed or offset with the same counterparty, the Fund records a
realized gain (or loss) equal to the change in the value of the contract when it
was opened and the value at the time it was closed or offset.
G. FUTURES CONTRACTS:
A futures contract is an agreement between two parties to buy and sell a
security at a set price on a future date. Each Fund (other than Government Cash
Fund) may enter into financial futures contracts as a hedge against anticipated
changes in the market value of their portfolio securities. Upon entering into a
futures contract, the Funds are required to pledge to the broker an amount of
cash and/or securities equal to the "initial margin" requirements of the futures
exchange on which the contract is traded. Pursuant to the contract, the Funds
agree to receive from or pay to the broker an amount of cash equal to the daily
fluctuation in value of the contract. Such receipts or payments are known as
daily variation margin and are recorded by the Fund as unrealized gains or
losses. When the contract is closed, the Fund records a realized gain or loss
equal to the difference between the value of the contract at the time it was
opened and the value at the time it was closed. The potential risk to the Fund
is that the change in value of the futures contract may not correspond to the
change in value of the hedged instruments.
H. OPTIONS:
Each Fund (other than Government Cash Fund), may write covered options or
purchase options contracts for the purpose of hedging against changes in the
market value of the underlying securities or foreign currencies.
Each Fund will realize a gain or loss upon the expiration or closing of the
option transaction. Gains and losses on written options are reported separately
in the Statement of Operations. When a written option is exercised, the proceeds
on sales or amounts paid are adjusted by the amount of premium received. Options
written are reported as a liability in the Statement of Assets and Liabilities
and subsequently marked to market to reflect the current value of the option.
The risk associated with written options is that the change in value of options
contracts may not correspond to the change in value of the hedged instruments.
In addition, losses may arise from changes in the value of the underlying
instruments, or if a liquid secondary market does not exist for the contracts.
The Funds (other than Government Cash Fund) may purchase options which are
included in the Fund's Schedule of Investments and subsequently marked to market
to reflect the current value of the option. When a purchased option is
exercised, the cost of the security is adjusted by the amount of premium paid.
The risk associated with purchased options is limited to the premium paid.
I. ORGANIZATION EXPENSE:
Organization expenses are amortized on a straight line basis over a period of
sixty months from the commencement of operations. If any of the initial shares
are redeemed before the end of the amortization period, the proceeds of the
redemption will be reduced by the pro rata share of unamortized organization
expenses.
87
<PAGE>
PHOENIX-ZWEIG TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 (CONTINUED)
J. EXPENSES:
Expenses incurred by the Trust with respect to any two or more Funds are
allocated in proportion to the net assets of each Fund, except where allocation
of direct expense to each Fund or an alternative allocation method can be more
fairly made.
K. REPURCHASE AGREEMENTS:
A repurchase agreement is a transaction where a Fund acquires a security for
cash and obtains a simultaneous commitment from the seller to repurchase the
security at an agreed upon price and date. Each Fund, through its custodian,
takes possession of securities collateralizing the repurchase agreement. The
collateral is marked-to-market daily to ensure that the market value of the
underlying assets remains sufficient to protect the Fund in the event of default
by the seller. If the seller defaults and the value of the collateral declines,
or if the seller enters insolvency proceedings, realization of collateral may be
delayed or limited.
L. BORROWINGS
The Trust has entered into a Liquidity Line of Credit with The Bank of New
York for $100,000,000. The Trust has not had to use the Line of Credit since it
was established on July 21, 1997. If a Fund uses the Line of Credit, it will be
collateralized by that Fund's portfolio.
2. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS
As compensation for its services to the Trust, the Adviser, Zweig/ Glaser
Advisers LLC, a wholly-owned subsidiary of Phoenix Investments Partners, LTD, is
entitled to a fee, based upon the following annual rates as a percentage of the
average daily net assets of each Fund:
<TABLE>
<S> <C> <C> <C>
Appreciation Fund.................. 1.00%
Foreign Equity Fund................ 1.00%
Government Cash Fund............... 0.50%
Government Fund.................... 0.60%
Growth & Income Fund............... 0.75%
Managed Assets..................... 1.00%
Strategy Fund...................... 0.75%
</TABLE>
The Adviser has agreed to reimburse the Foreign Equity Fund to the extent that
total expenses (excluding taxes, interest, brokerage commissions, 12b-1 fees,
and extraordinary expenses) exceed 1.80% of the average daily net assets for
Class A shares, 2.50% of the average daily net assets for Class B and Class C
shares and 1.50% of the average daily net assets for Class I shares through
April 30, 1999.
The Adviser has agreed to reimburse the Government Cash Fund to the extent
that total expenses (excluding taxes, interest, brokerage commissions, 12b-1
fees, and extraordinary expenses) exceed 0.65% of the average daily net assets
for Class A and Class C shares, 1.35% of the average daily net assets for
Class B shares, 0.35% of the average daily net assets for Class I shares and
0.41% of the average daily net assets for Class M shares through December 31,
1999.
PEPCO an indirect majority-owned subsidiary of Phoenix Home Life Mutual
Insurance Company ("PHL"), which serves as the national distributor of the
Trust's shares has advised the Trust that it retained net selling commissions of
$10,920 for Class A shares and deferred sales charges of $415 for Class A
shares, $773,168 for Class B shares and $35,877 for Class C shares for the year
ended December 31, 1999. In addition, each Fund pays PEPCO a distribution fee at
an annual rate of 0.30% for Class A shares and 1.00% for Class B shares applied
to the average daily net assets of each Fund. All Funds (other than Government
Fund and Government Cash Fund) pay PEPCO a distribution fee at an annual rate of
1.00% for Class C shares applied to the average daily net assets of each Fund.
The Government Cash Fund pays PEPCO a distribution fee at an annual rate of
0.30% for Class C shares applied to the average daily net assets of the Fund.
The Government Fund pays PEPCO a distribution fee at an annual rate of 0.75% for
Class C shares applied to the average daily net assets of the Fund. A separate
distribution plan for Class M shares of Government Cash Fund provides that
service organizations may be paid up to 0.30% of the average daily net assets of
Class M shares, shared equally between Government Cash Fund and the Adviser.
There is no distribution fee for Class I shares. The distributor has advised the
Trust that of the total amount expensed for the year ended December 31, 1999,
$7,769,881 was retained by the Distributor and $4,181,083 was paid out to
unaffiliated participants and $3,968 was paid to W.S. Griffith, an indirect
subsidiary of PHL.
For the year ended December 31, 1999, The Trust paid PXP Securities Corp, a
wholly owned subsidiary of Phoenix, brokerage commissions of $104,820 in
connection with portfolio transactions effected by it.
88
<PAGE>
PHOENIX-ZWEIG TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 (CONTINUED)
Effective October 7, 1999, PEPCO became Financial Agent of the Fund, and
receives a fee for financial reporting, tax services and oversight of subagent's
performance based upon the following annual rates as a percentage of the average
daily net assets of each Fund:
<TABLE>
<CAPTION>
1st $50 $50-200 $200+
Million Million Million
-------- -------- --------
<S> <C> <C> <C>
All funds except Government Cash
Fund........................... 0.07% 0.06% 0.01%
<CAPTION>
1st $100 $100-500 $500+
Million Million Million
-------- -------- --------
<S> <C> <C> <C>
Government Cash Fund............. 0.01% 0.04% 0.01%
</TABLE>
Prior to that date, The Bank of New York was the Financial Agent of the Fund and
was paid according to the same fee schedule.
Effective October 7, 1999, PFPC, Inc., a subagent to PEPCO, receives a fee
which ranges from 0.085% to 0.0125% of the average daily net asset values of
each Fund. Certain minimum fees and fee waivers may apply.
PEPCO serves as the Trust's Transfer Agent with State Street Bank and Trust
Company as sub-transfer agent. For the year ended December 31, 1999, transfer
agent fees were $2,376,846 of which PEPCO retained $286,552 which is net of fees
paid to State Street.
At December 31, 1999 PHL and its affiliates held shares of the Trust which
aggregated the following:
<TABLE>
<CAPTION>
Aggregate
Net Asset
Shares Value
---------- -----------
<S> <C> <C>
Government Cash Fund............... 55,496,927 $55,496,927
</TABLE>
3. PURCHASE AND SALE OF SECURITIES
Purchases and sales of securities during the year ended December 31, 1999
(excluding U.S. Government and agency securities, short-term securities, futures
contracts and forward currency contracts) aggregated the following:
<TABLE>
<CAPTION>
Purchases Sales
------------ --------------
<S> <C> <C>
Appreciation Fund.............. $207,628,403 $ 471,717,629
Foreign Equity Fund............ 2,387,897 4,356,404
Growth & Income Fund........... 36,837,242 59,590,486
Managed Assets................. 81,587,829 238,758,359
Strategy Fund.................. 598,109,261 1,027,965,536
</TABLE>
Purchases and sales of U.S. Government and agency securities during the year
ended December 31, 1999 aggregated the following:
<TABLE>
<CAPTION>
Purchases Sales
------------ ------------
<S> <C> <C>
Government Fund.................. $ 45,384,537 $ 65,086,472
Managed Assets................... 127,859,507 182,716,383
</TABLE>
At December 31, 1999, the Growth & Income Fund had entered into futures
contracts as follows:
<TABLE>
<CAPTION>
Value of
Number Contracts Market Net
of When Value of Unrealized
Description Contracts Opened Contracts Appreciation
- - ----------- --------- --------- --------- ------------
<S> <C> <C> <C> <C>
Standard & Poor's 500
Index 1 $362,375 $371,050 $8,675
</TABLE>
4. FORWARD CURRENCY CONTRACTS
As of December 31, 1999, Foreign Equity Fund had entered into the following
forward currency contracts which contractually obligate the Fund to deliver
currencies at specified dates:
<TABLE>
<CAPTION>
Net
Unrealized
Settlement Appreciation
Contracts to Deliver In Exchange For Date Value (Depreciation)
- - -------------------- --------------- ---------- ----------- --------------
<S> <C> <C> <C> <C>
AUD (930,000 ) US$ (589,155) 3/15/00 $ (611,339) $(22,184)
DKK (1,200,00 ) US$ (164,485) 3/15/00 (163,147) 1,338
NOK (1,200,000 ) US$ (150,000) 3/15/00 (149,089) 911
JPY (120,000,000 ) US$ (1,166,748) 3/15/00 (1,188,884) (22,136)
SEK (2,000,000 ) US$ (237,530) 3/15/00 (236,273) 1,257
CHF (280,000 ) US$ (177,215) 3/15/00 (176,531) 684
NZD (300,000 ) US$ (153,270) 3/15/00 (156,539) (3,269)
EUR (2,000,000 ) US$ (2,039,800) 3/15/00 (2,025,952) 13,848
GBP (420,000 ) US$ (677,544) 3/15/00 (680,570) (3,026)
--------
$(32,577)
========
</TABLE>
89
<PAGE>
PHOENIX-ZWEIG TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 (CONTINUED)
As of December 31, 1999, Managed Assets had entered into the following forward
currency contracts which contractually obligate the Fund to deliver currencies
at specified dates:
<TABLE>
<CAPTION>
Net
Unrealized
Settlement Appreciation
Contracts to Deliver In Exchange For Date Value (Depreciation)
- - -------------------- ---------------- ---------- ------------- --------------
<S> <C> <C> <C> <C>
AUD (15,300,000 ) US$ (9,692,550) 3/15/00 $ (10,057,518) $(364,968)
DKK (41,700,000 ) US$ (5,715,852) 3/15/00 (5,669,343) 46,509
JPY (2,820,000,000 ) US$ (27,418,571) 3/15/00 (27,938,759) (520,188)
SEK (90,000,000 ) US$ (10,688,836) 3/15/00 (10,632,265) 56,571
NZD (8,300,000 ) US$ (4,240,470) 3/15/00 (4,330,924) (90,454)
EUR (105,600,000 ) US$ (107,701,449) 3/15/00 (106,970,289) 731,160
GBP (20,800,000 ) US$ (33,554,562) 3/15/00 (33,704,406) (149,844)
---------
$(291,214)
=========
AUD=Australian Dollar
DKK=Danish Krone
NOK=Norwegian Krone
JPY=Japanese Yen
SEK=Swedish Krona
CHF=Swiss Franc
NZD=New Zealand Dollar
EUR=Euro Dollar
GBP=British Pound
US=U.S. Dollar
</TABLE>
5. CREDIT RISK
In countries with limited or developing markets, investments may present
greater risks than in more developed markets and the prices of such investments
may be volatile. The consequences of political, social or economic changes in
these markets may have disruptive effects on the market prices of these
investments and the income they generate, as well as a fund's ability to
repatriate such amounts.
6. OTHER
As of December 31, 1999, the Government Cash Fund had 1 shareholder who
individually owned more than 10% of shares outstanding which represents 16.6% of
total net assets. This shareholder is not affiliated with PHL or PXP. In
addition, affiliate holdings are presented in the table located within Note 2.
7. CAPITAL LOSS CARRYOVERS
The following Funds have capital loss carryovers which may be used to offset
future capital gains.
<TABLE>
<CAPTION>
Expiration Date Government Government
October 31, Cash Fund Fund
- - ----------- ---------- ----------
<S> <C> <C>
2001................................. -- $7,227,155
2003................................. $106,250 1,010,121
2004................................. 306 --
2007................................. -- 334,701
-------- ----------
$106,556 $8,571,977
======== ==========
</TABLE>
8. RECLASS OF CAPITAL ACCOUNTS
In accordance with accounting pronouncements, each Fund has recorded several
reclassifications in the capital accounts. These reclassifications have no
impact on the net asset value of the Funds and are designed generally to present
undistributed income and realized gains on a tax basis which is considered to be
more informative to the shareholder. As of December 31, 1999, the Funds recorded
the following reclassifications to increase (decrease) the accounts listed
below:
<TABLE>
<CAPTION>
Capital paid
Undistributed Accumulated in on shares
net investment net realized of beneficial
income (loss) gain (loss) interest
-------------- ------------ -------------
<S> <C> <C> <C>
Appreciation Fund..... $ 686,072 $ (215,316) $ (470,756)
Foreign Equity Fund... 88,049 77,848 (165,897)
Government Fund....... (35,081) (2,942,798) 2,977,879
Growth & Income
Fund.................. (10,526) 9,843 683
Managed Assets........ 329,695 (3,534,414) 3,204,719
Strategy Fund......... 3,634,305 (3,639,800) 5,495
</TABLE>
90
<PAGE>
PHOENIX-ZWEIG TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 (CONTINUED)
TAX INFORMATION NOTICE (UNAUDITED)
For the fiscal year ended December 31, 1999, the following Funds distributed
long-term capital gains dividends as follows:
<TABLE>
<S> <C>
Appreciation Fund........................ $46,222,918
Foreign Equity Fund...................... 454,736
Growth & Income Fund..................... 1,090,831
Managed Assets........................... 38,791,012
Strategy Fund............................ 77,185,755
</TABLE>
For federal income tax purposes, the percentage of ordinary income dividends
paid which qualify for the dividends received deduction for corporate
shareholders are as follows:
<TABLE>
<S> <C>
Appreciation Fund........................ 12.25%
Growth and Income Fund................... 24.57
Managed Assets........................... 10.88
Strategy Fund............................ 10.16
</TABLE>
This report is not authorized for distribution to prospective investors in the
Phoenix-Zweig Trust unless preceded or accompanied by an effective prospectus
which includes information concerning the sales charge, the Fund's record and
other pertinent information.
91
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
[LOGO]
To the Trustees and Shareholders
of the Phoenix-Zweig Trust
In our opinion, the accompanying statements of assets and liabilities,
including the schedules of investments (except for bond ratings), and the
related statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
the Phoenix-Zweig Appreciation Fund, Phoenix-Zweig Foreign Equity Fund,
Phoenix-Zweig Government Cash Fund, Phoenix-Zweig Government Fund, Phoenix-Zweig
Growth & Income Fund, Phoenix-Zweig Managed Assets, and the Phoenix-Zweig
Strategy Fund (formerly known as Zweig Series Trust, constituting Zweig
Appreciation Fund, Zweig Foreign Equity Fund, Zweig Government Cash Fund, Zweig
Government Fund, Zweig Growth & Income Fund, Zweig Managed Assets Fund, and
Zweig Strategy Fund, respectively) (constituting the Phoenix-Zweig Trust,
hereafter referred to as the "Fund") at December 31, 1999, and the results of
each of their operations for the year then ended, the changes in each of their
net assets for each of the two years in the period then ended and the financial
highlights for each of the periods indicated, in conformity with accounting
principles generally accepted in the United States. These financial statements
and financial highlights (hereafter referred to as "financial statements") are
the responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits, which included confirmation of securities at
December 31, 1999 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 11, 2000
92
<PAGE>
PHOENIX-ZWEIG TRUST
PART C--OTHER INFORMATION
ITEM 23. EXHIBITS
a. Agreement and Declaration of Trust.(9)
b. By-Laws of the Trust. (9)
c. Instruments defining shareholder rights incorporated by
reference to Exhibits a.1 and a.2 above.
d.1. Management Agreement between the Trust and Zweig/Glaser
Advisers LLC.(11)
d.2. Servicing Agreement between Zweig/Glaser Advisers LLC and
Zweig Consulting LLC(11)
e. None.
f. None.
g. Form of Custody Agreement (the "Custody Agreement") between
the Registrant and Bank of New York. (3)
h. Form of Transfer Agency Agreement (the "Transfer Agency
Agreement") between the Trust and PEPCO.(11)
i. None.
j.* Consent of PricewaterhouseCoopers LLP, Independent Public
Accountant.
k. None.
l.1. Subscription Agreement for Shares of the Government
Securities.(2)
l.2. Subscription Agreement for Shares of the Zweig Strategy
Fund.(4)
l.3. Subscription Agreement for Class C (f/k/a B Shares) Shares of
the Trust.(6)
l.4. Subscription Agreement for Shares of Zweig Managed Assets.(7)
l.5. Subscription Agreement for Shares of the Zweig Appreciation
Fund.(1)
m. Distribution Plan pursuant to Rule 12b-1 as Exhibit 15.(11)
n. Financial Data Schedules.
o. Amended and Restated Rule 18f-3 Plan as Exhibit 18.(10)
p.* Codes of Ethics of the Trust, ZGA Adviser and PEPCO
Distributor.
q.* Powers of Attorney for James Balog, Claire B. Benenson, S.
Leland Dill, Philip R. McLaughlin and Donald Romans.(9)
---------------
*filed herewith
(1) Incorporated by reference to the Trust's Registration
Statement on Form N-1A, filed previously on September 28,
1984.
(2) Incorporated by reference to Post-Effective Amendment No. 2 to
the Registration Statement of the Trust on Form N-1A, filed
previously on November 27, 1985.
(3) Incorporated by reference to Post-effective Amendment No. 3 to
the Registration Statement of the Trust on Form N-1A, filed
previously on February 28, 1986.
(4) Incorporated by reference to Post-Effective Amendment No. 18
to the Registration Statement of the Trust on Form N-1A, filed
previously on October 20, 1989.
(5) Incorporated by reference to Post Effective Amendment No. 22
to the Registration Statement of the Trust on Form N-1A, filed
previously on April 20, 1990.
(6) Incorporated by reference to Post Effective Amendment No. 34
to the Registration Statement of the Trust on Form N-1A, filed
previously on March 2, 1992.
(7) Incorporated by reference to Post Effective Amendment No. 37
to the Registration Statement of the Trust on Form N-1A, filed
previously on February 26, 1993.
C-1
<PAGE>
(8) Incorporated by reference to Post Effective Amendment No. 40
to the Registration Statement of the Trust on Form N-1A, filed
previously on July 5, 1995.
(9) Incorporated by reference to Post Effective Amendment No. 42
to the Registration Statement of the Trust on Form N-1A, filed
previously on April 30, 1996.
(10) Incorporated by reference to Post Effective Amendment No. 45
to the Registration Statement of the Trust on Form N-1A, filed
previously on August 20, 1997.
(11) Filed with Post-Effective Amendment No. 48 on Form N-1A on May
3, 1999.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
The Fund does not control and is not under common control with any other
person.
ITEM 25. INDEMNIFICATION
The Agreement and Declaration of Trust dated April 26, 1996 and the By-Laws
of the Registrant provide that no trustee or officer will be indemnified against
any liability to which the Registrant would otherwise be subject by reason of or
for willful misfeasance, bad faith, gross negligence or reckless disregard of
such person's duties. The Management Agreement, Underwriting Agreement, Custody
Agreement and Transfer Agency Agreement each provides that the Trust will
indemnify the other party (or parties, as the case may be) to the agreement for
certain losses.
Insofar as indemnification for liability arising under the Securities Act of
1933, as amended (the "Act"), may be available to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISERS
All of the information required by this item is set forth in the Form ADV,
as currently amended, of Zweig/Glaser Advisers LLC and Zweig Consulting LLC (SEC
File Nos. 801-56470 and 801-56184), which is incorporated herein by reference.
ITEM 27. PRINCIPAL UNDERWRITER
(a) PEPCO also serves as the principal underwriter for the following other
investment companies:
Phoenix-Aberdeen Series Fund, Phoenix-Aberdeen Worldwide Opportunities Fund,
Phoenix Duff & Phelps Institutional Mutual Funds, Phoenix-Engemann Funds,
Phoenix-Euclid Funds, Phoenix Equity Series Fund, Phoenix-Goodwin California Tax
Exempt Bonds, Inc., Phoenix-Goodwin Multi-Sector Fixed Income Fund, Inc.,
Phoenix-Goodwin Multi-Sector Short Term Bond Fund, Phoenix Investment Trust 97,
Phoenix Multi-Portfolio Fund, Phoenix-Oakhurst Income & Growth Fund,
Phoenix-Oakhurst Strategic Allocation Fund, Inc., Phoenix-Seneca Funds, Phoenix
Series Fund, Phoenix Strategic Equity Series Fund, Phoenix Home Life Variable
Universal Life Account, Phoenix Home Life Variable Accumulation Account, PHL
Variable Accumulation Account, Phoenix Life and Annuity Variable Universal Life
Account and PHL Variable Separate Account MVA1.
(b) Directors and executive officers of Phoenix Equity Planning Corporation
are as follows:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
---------------- ---------------- ---------------
<S> <C> <C>
Michael E. Haylon Director Executive Vice President
56 Prospect St.
P.O. Box 150480
Hartford, CT 06115-0480
Philip R. McLoughlin Director and Chairman Trustee and Chairman
56 Prospect St.
P.O. Box 150480
Hartford, CT 06115-0480
</TABLE>
C-2
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
---------------- ---------------- ---------------
<S> <C> <C>
William R. Moyer Director, Executive Vice President, Executive Vice President
100 Bright Meadow Boulevard Chief Financial Officer and Treasurer
P.O. Box 2200
Enfield, CT 06083-2200
John F. Sharry President, Executive Vice President
56 Prospect St. Retail Division
P.O. Box 150480
Hartford, CT 06115-0480
Barry Mandinach Executive Vice President, None
900 Third Avenue Chief Marketing Officer,
New York, NY 10022 Retail Division
Robert Tousingnant Executive Vice President, None
100 Bright Meadow Blvd. Chief Sales Officer,
P.O. Box 2200 Retail Division
Enfield, CT 06083-2200
G. Jeffrey Bohne Senior Vice President, None
101 Munson Street Chief Mutual Fund
P.O. Box 810 Customer Service
Greenfield, MA 01302-0810
Robert S. Dreissen Vice President, Compliance Vice President
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115-0480
Jacqueline M. Porter Assistant Vice President, Assistant Treasurer
56 Prospect Street Financial Reporting
P.O. Box 150480
Hartford, CT 06115-0480
</TABLE>
(c) To the best of the Registrant's knowledge, no commissions or other
compensation was received by any principal underwriter who is not an affiliated
person of the Registrant or an affiliated person of such affiliated person,
directly or indirectly, from the Registrant during the Registrant's last fiscal
year.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the rules thereunder will be
maintained at the offices of (1) the Registrant at 900 Third Avenue, 31st Floor,
New York, New York 10022, (2) Zweig Consulting LLC, at 900 Third Avenue, New
York, New York 10022, (3) State Street Bank and Trust Company, at 1776 Heritage
Drive, North Quincy, Massachusetts 02171-2197, (4) Registrant's Transfer Agent,
Phoenix Equity Planning Corporation, at 100 Bright Meadow Boulevard, Enfield, CT
06082.
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
Not applicable.
C-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment
Company Act, the Fund certifies that it meets all of the requirements for
effectiveness of this registration statement under rule 485(b) of the Securities
Act and has duly caused this amendment to its registration statement to be
signed on its behalf by the undersigned, duly authorized, in the City of New
York, and State of New York on the 1st day of May, 2000.
PHOENIX-ZWEIG TRUST
ATTEST: BY: /S/ MARTIN E. ZWEIG
-----------------------------------------
MARTIN E. ZWEIG
PRESIDENT
Pursuant to the requirements of the Securities Act, this amendment to the
registration statement has been signed below by the following persons in the
capacities indicated, on this 1st day of May, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C> <C>
Trustee
---------------------------------------
James Balog*
Trustee
---------------------------------------
Claire B. Benenson*
/s/ Nancy G. Curtiss Treasurer (principal financial
--------------------------------------- and accounting officer)
Nancy G. Curtiss
Trustee
---------------------------------------
S. Leland Dill*
Trustee
---------------------------------------
Philip R. McLoughlin*
Trustee
---------------------------------------
Donald B. Romans*
/s/ Martin E. Zweig President
--------------------------------------- (principal executive officer)
Martin E. Zweig
</TABLE>
*By /s/ Pamela S. Sinofsky
------------------------------------------
* Pamela S. Sinofsky, Attorney-in-fact pursuant
to powers of attorney previously filed.
S-1
EXHIBIT j.
CONSENT OF PRICEWATERHOUSECOOPERS LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses and
Statements of Additional Information constituting parts of this Post-Effective
Amendment No. 50 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated February 11, 2000, relating to the financial
statements and financial highlights appearing in the December 31, 1999 Annual
Report to Shareholders of Phoenix-Zweig Trust, comprising Phoenix-Zweig
Appreciation Fund, Phoenix-Zweig Foreign Equity Fund, Phoenix-Zweig Government
Cash Fund, Phoenix-Zweig Government Fund, Phoenix-Zweig Growth & Income Fund,
Phoenix-Zweig Managed Assets Fund and Phoenix-Zweig Strategy Fund, which is also
incorporated by reference into the Registration Statement. We also consent to
the reference to us under the heading "Financial Highlights" in the Prospectuses
and under the heading "Other Information - Independent Accountants" in the
Statements of Additional Information.
PricewaterhouseCoopers LLP
New York, NY
April 26, 2000
EXHIBIT p.
CODE OF ETHICS
<PAGE>
- --------------------------------------------------------------------------------
CODE OF ETHICS
- --------------------------------------------------------------------------------
PHOENIX-ZWEIG TRUST
I. INTRODUCTION
This Code of Ethics ("Code") is adopted by the Phoenix-Zweig Series
Trust, Inc. (the "Trust"), in keeping with the general principles and objectives
set forth in Sections II and III below and in light of the Trust's fiduciary
obligations to its shareholders.
II. GENERAL PRINCIPLES
SHAREHOLDER INTERESTS COME FIRST; AVOID ACTUAL AND POTENTIAL CONFLICTS
OF INTEREST
It is the duty of all trustees, officers and employees of the Trust to
conduct themselves in conformance with their fiduciary and ethical obligations
and to not take inappropriate advantage of their positions. Therefore, each such
individual (i) has a duty at all times to place the interests of Trust
shareholders first; and (ii) must conduct his or her personal securities
transactions consistent with this Code and in such a manner so as to avoid any
actual or potential conflict of interest or any abuse of that individual's
position of trust and responsibility.
III. OBJECTIVE
The Securities and Exchange Commission's code of ethics rule contained
in the Investment Company Act of 1940 under Rule 17j-1 makes it unlawful for
certain persons associated with investment companies to engage in conduct which
is deceitful, fraudulent, or manipulative, or which involves false or misleading
statements, in connection with the purchase or sale of a security held or
proposed to be acquired by an investment company. The objective of this Code is
to set forth certain standards with respect to the behavior of certain
individuals associated with the Trust (herein called "Access Persons") within
the general principles set forth above. Access Persons generally include all
trustees, officers and employees of the Trust (and, in each case, their
respective family members). In addition, Access Persons do not include any
trustee of the Trust who is not an "interested person" of the Trust who does not
have knowledge of the day-to-day investment activities of the Trust.
<PAGE>
IV. PERSONAL TRANSACTIONS IN SECURITIES
A. PROHIBITED CONDUCT - ADVANCE CLEARANCE REQUIRED FOR SECURITIES
TRANSACTIONS; SUBSEQUENT REPORTING OF AUTHORIZED SECURITIES
TRANSACTIONS
No Access Person shall buy or sell any security for his own account or
for an account in which he has, or as a result of the transaction acquires, any
direct or indirect beneficial ownership (referred to herein as a "personal
transaction") unless:
1. Advance clearance of the transaction has been obtained; and
2. The transaction is reported in writing to the Compliance
Officer in accordance with the requirements below (pages 6-7).
The term "security" includes any stock, warrant, option, bond
(including municipal bonds), debenture, or any derivative instrument. In
addition, any trades in commodities or futures are also treated as securities
and, therefore, are subject to the advance clearance requirement and all the
other requirements, restrictions and limitations of this Code.
B. RESTRICTIONS AND LIMITATIONS ON PERSONAL SECURITIES TRANSACTIONS
The following restrictions and limitations govern investments and
personal securities transactions by Access Persons. Unless otherwise indicated,
all restrictions and limitations are applicable to all Access Persons:
1. Prohibition on 60 Day Short-Term Trading
----------------------------------------
Securities purchased may not be sold at a profit until at
least 60 days from the purchase trade date, and securities
sold may not be purchased at a lower price until at least
60 days from the sale trade date. Any violation will result
in disgorgement of all profits from the transaction. This
restriction on 60 day short-term trades may be waived by
the Compliance Officer with respect to trades of 500 shares
or less of the common stock of a company with a market
capitalization of at least $1 billion.
2. Prohibition on Participation in IPO's
-------------------------------------
No Access Person may acquire any security in an Initial
Public Offering (IPO).
3. Special Permission Required for Private Placements
--------------------------------------------------
Private placements of any kind (including without
limitation limited partnership investments and venture
capital investments) may only be acquired with special
permission of the Compliance Officer and, if approved, will
be subject to continuous monitoring for possible future
conflict. A request for approval of a private placement
should generally be submitted at least one week in advance
of the proposed date of investment.
2
<PAGE>
4. Disclosure of Private Placements in Subsequent Investment
Decisions
Any Access Person who has or acquires a personal position
in an issuer through a private placement must affirmatively
disclose that interest if such Access Person is involved in
consideration of any subsequent investment decision
regarding any security of that issuer or an affiliate by
the Trust. In such event, the final investment decision
shall be independently reviewed by the Compliance Officer.
Written records of any such circumstance shall be
maintained and sent to the Compliance Officer.
5. Trading in a Security on the Same Day There Is a Pending "Buy"
or "Sell" Order
No Access Person may execute a securities transaction on a
day during which the Trust, of which he is an Access
Person, has a pending "buy" or "sell" order in that same
security until that order is executed or withdrawn. This
restriction on same day trades may be waived by the
Compliance Officer with respect to trades of 500 shares or
less of the common stock of a company with a market
capitalization of at least $1 billion. Any transactions by
an Access Person in violation of this same day trading
restriction will be required to be reversed and any
resulting profits will be subject to disgorgement.
THE FOLLOWING RESTRICTION APPLIES ONLY TO PORTFOLIO MANAGERS (AND ALL
RESEARCH OR TRADING PERSONS REPORTING TO PORTFOLIO MANAGERS)
6. Further Restrictions on Trading in a Security Bought or Sold
for a Trust
No purchase or sale transactions may be made in any
security by any portfolio manager (or research or trading
person reporting to a portfolio manager) for a period of
seven (7) days before or after that security is bought or
sold by the Trust for which such portfolio manager (or the
portfolio manager to whom such person reports) serves in
that capacity. This restriction may be waived by the
Compliance Officer with respect to trades of 500 shares or
less of the common stock of a company with a market
capitalization of at least $1 billion. Any transactions by
a portfolio manager (or research or trading person
reporting to a portfolio manager) in violation of this
seven-day trading restriction will be required to be
reversed and any resulting profits will be subject to
disgorgement.
(IMPORTANT: Regardless of the limited applicability of
Restriction 6, the Compliance Department monitors all
transactions by ALL Access Persons in order to ascertain any
pattern of conduct which may evidence conflicts or potential
conflicts with the principles and objectives of this Code,
including a pattern of frontrunning.)
3
<PAGE>
C. ADVANCE CLEARANCE REQUIREMENT
1. PROCEDURES
A) FROM WHOM OBTAINED
In addition to the above Restrictions and Limitations
on Personal Securities Transactions, advance clearance
of a personal transaction in a security must be
obtained from the Compliance Officer.
B) TIME OF CLEARANCE
All approved securities transactions must take place on
the same day or the next business day that the advance
clearance is obtained. If the transaction is not
completed on the date of clearance or the next business
day, a new clearance must be obtained, including one
for any uncompleted portion. Post- approval is not
permitted under this Code. If it is determined that a
trade was completed before approval, it will be
considered a violation of this Code.
C) WATERMARK SECURITIES, INC. BROKERAGE ACCOUNT
Transactions may, but are not required to, be through a
Watermark Securities, Inc. ("Watermark") brokerage
account. If you maintain accounts outside of Watermark,
it is your responsibility to arrange for the
broker-dealer to send duplicate confirmations of such
trades and quarterly brokerage statements to the
Compliance Officer. Failure to do so will be considered
a significant violation of this Code.
D) FORM
Clearance must be obtained by completing and signing
the Securities Transaction Approval Form provided for
that purpose by the Compliance Department and obtaining
the signature of the Compliance Officer.
A sample copy of the Securities Transaction Approval
Form is attached.
2. FACTORS CONSIDERED IN CLEARANCE OF PERSONAL TRANSACTIONS
In addition to the above Restrictions and Limitations
on Personal Securities Transactions, the Compliance
Officer, in keeping with the general principles and
objectives of this Code, may refuse to grant clearance
of a personal transaction in his sole discretion
without being required to specify any reason for the
refusal. Generally, the Compliance Officer will
consider the following factors in determining whether
or not to clear a proposed transaction:
a) Whether the amount or the nature of the
transaction or person making it is likely to
affect the price or market of the security.
4
<PAGE>
b) Whether the individual making the proposed
purchase or sale is likely to benefit from
purchases or sales being made or considered on
behalf of the Trust.
c) Whether the transaction is non-volitional on the
part of the individual.
As discussed above, certain of the restrictions and limitations on personal
securities transactions may not apply to trades of 500 shares or less in the
common stock of a company with a market capitalization of at least $1 billion. A
list of such companies is maintained by the Compliance Department. Such trades
nevertheless do require advance clearance from the Compliance Officer.
(IMPORTANT: The Compliance Department monitors all transactions by all Access
Persons (including transactions in the common stock of such $1 billion market
capitalization companies) in order to ascertain any pattern of conduct which may
evidence conflicts or potential conflicts with the principles and objectives of
this Code, including a pattern of frontrunning.)
3. EXEMPT SECURITIES
The securities listed below are exempt from the above advance
clearance requirement AND the quarterly and annual reporting
requirements described below. Therefore, it is not necessary
to obtain advance clearance for personal transactions in any
of the following securities nor is it necessary to report
such securities in the quarterly transaction reports or
annual securities holdings list:
a) U.S. Government Securities;
b) Bank Certificates of Deposit;
c) Bankers' Acceptances;
d) Commercial Paper;
e) Money Market Instruments;
f) Money Market Trusts and Other Open-end
Investment Companies (Mutual Trusts)
(Closed-end Trusts must be pre-approved); and
g) Such other exempt securities, as may from time to time
be listed on the attached appendix A.
Automatic dividend reinvestment plan investments (DRIP's) for stock in publicly
traded companies are also exempt from the advance clearance requirement and the
quarterly reporting requirement; however, DRIP acquisitions should be reported
on an annual basis.
5
<PAGE>
4. ACCOUNTS COVERED
Advance clearance must be obtained for any personal
transaction in a security by an Access Person if such Access
Person has, or as a result of the transaction acquires, any
direct or indirect beneficial ownership in the security.
The term "beneficial ownership" is defined by rules of the
SEC which will be applicable in all cases. Generally, under the
SEC rules, a person is regarded as having beneficial ownership of
securities held in the name of:
a) a husband, wife or a minor child;
b) a relative (including in-laws, step-children, or
step-parents) sharing the same house;
c) anyone else if the Access Person:
(i) obtains benefits substantially equivalent to
ownership of the securities; or
(ii) can obtain ownership of the securities
immediately or at some future time.
5. EXEMPTION FROM CLEARANCE REQUIREMENT
Clearance is not required for any account over which the
Access Person has no influence or control; however, the
existence of such an account must be reported to the
Compliance Officer. The Compliance Officer, in his sole
discretion, has the authority to request further information
and documentation regarding any account over which an Access
Person reports he has no influence or control.
D. REPORT OF TRANSACTIONS
1. TRANSACTIONS AND ACCOUNTS COVERED
a) All personal transactions in any account for which
advance clearance is required must also be reported in
the next quarterly transaction report after the
transaction is effected.
b) Every Access Person must file a report when due even if
such person made no purchases or sales of securities
during the period covered by the report.
c) Trustees who are "interested persons" but who, pursuant
to Section III, are exempt from advance clearance are
subject to the quarterly personal transaction reporting
requirements of 2.A below.
6
<PAGE>
2. TIME OF REPORTING
A. Reports of personal transactions must be made within 10
days after the end of each calendar quarter. Thus,
reports are due on the 10th day of January, April, July
and October.
B. The January Report also requires an annual listing of
all non-exempt securities holdings as of December 31 of
the preceding year (a current listing will also be
required upon the effectiveness of this Code). New
employees will be required to provide a listing of all
non-exempt securities holdings as of the date of
commencement of employment.
3. FORM OF REPORTING
The report must be on the form provided by the Compliance
Department. A copy of the form is attached.
4. RESPONSIBILITY TO REPORT
The responsibility for taking the initiative to report is
imposed on each individual required to make a report. Any
effort by the Compliance Department to facilitate the
reporting process does not change or alter that
responsibility.
5. WHERE TO FILE REPORT
All reports must be filed with the Compliance Department.
V. REVIEW
The Compliance Officer will review and consider any proper request of
an Access Person for relief or exemption from any restriction,
limitation or procedure contained herein, which restriction, limitation
or procedure is claimed to cause a hardship for such Access Person. The
Compliance Officer's decision is completely within his sole discretion.
VI. SERVICE AS TRUSTEE
No Access Person may serve on the board of any company whose securities
are publicly traded (other than a closed-end investment company to
which the Trust's investment adviser or an affiliate thereof is the
investment adviser) without prior approval of the Trust's Board of
Trustees. If such approval is granted, it will be subject to the
implementation of appropriate procedures to isolate investment
personnel serving as trustees from making investment decisions for the
Trust concerning the company in question.
7
<PAGE>
VII. GIFTS
No Access Person shall accept, directly or indirectly, anything of
value, including gifts and gratuities, in excess of $100 per year from
any person or entity that does business with the Trust. This
restriction does not apply to bona fide dining or bona fide
entertainment if, during such dining or entertainment, the Access
Person is with the person or representative of the entity that does
business with the Trust.
VIII. SANCTIONS
Upon discovering a violation of this Code, the Compliance Officer may
impose such sanctions as he deems appropriate, including, but not
limited to, a reprimand (orally or in writing) and disgorgement of any
profits from a trade or series of trades. In addition, the Trust's
management or Board of Trustees may impose such sanctions as it deems
appropriate, including, but not limited to, a reprimand (orally or in
writing), demotion, and suspension or termination of employment.
IX. REPORTS TO THE TRUST'S BOARD OF TRUSTEES:
ANNUAL
The Trust's management shall prepare an annual report to the Trust's
Board of Trustees, which report shall (i) summarize existing procedures
concerning personal investing and any changes in the procedures made
during the past year, (ii) summarize any MATERIAL violations requiring
significant remedial action during the past year, (iii) identify any
recommended changes in existing restrictions or procedures based upon
the Trust's experience under this Code, evolving industry practices, or
developments in applicable laws or regulations, and (iv) include such
other information as the Board of Trustees of the Trust may request.
SPECIAL
PROMPTLY UPON LEARNING OF A SERIOUS VIOLATION OF THE TRUST'S CODE,
MANAGEMENT WILL PREPARE A WRITTEN REPORT TO THE BOARD PROVIDING FULL
DETAILS, WHICH MAY INCLUDE (1) THE NAME OF THE PARTICULAR SECURITIES
INVOLVED, IF ANY; (2) THE DATE(S) MANAGEMENT LEARNED OF SUCH VIOLATION
AND BEGAN INVESTIGATING; (3) THE ACCOUNT(S) AND INDIVIDUAL(S) INVOLVED;
(4) ANY ACTIONS TAKEN AS A RESULT OF THE INVESTIGATION; AND (5)
RECOMMENDATIONS FOR FURTHER ACTION.
X. EFFECTIVE DATE
All employees, officers and trustees of the Trust (other than trustees
who are not interested persons of the Trust) are required to sign a
copy of this Code indicating their agreement to abide by the terms of
this Code.
In addition, all employees, officers and trustees of the Trust (other
than trustees who are not interested persons of the Trust) will be
required to certify annually that (i) they have read and understand the
terms of this Code and recognize the responsibilities and obligations
incurred by their being subject to this Code, and (ii) they are in
compliance
8
<PAGE>
with the requirements of this Code, including but not limited to the
preclearance for Access Persons and the reporting of all non-exempt
personal securities transactions in accordance with this Code.
9
<PAGE>
XI. CERTIFICATION
I have read and understand the terms of the above Code of Ethics. I
recognize the responsibilities and obligations incurred by me as a
result of my being subject to this Code of Ethics. I hereby agree to
abide by the above Code of Ethics.
- -------------------------------- --------------------
(Signature) (Date)
- --------------------------------
(Print name)
form 5
pzt
10
<PAGE>
- --------------------------------------------------------------------------------
CODE OF ETHICS
- --------------------------------------------------------------------------------
ZWEIG/GLASER ADVISERS LLC
EUCLID ADVISORS LLC
I. INTRODUCTION
This Code of Ethics ("Code") is adopted by Zweig/Glaser Advisers LLC
("Zweig/Glaser") and Euclid Advisors LLC ("Euclid Advisors"), (collectively, the
"Advisers"), each of which is an investment adviser or portfolio manager to one
or more investment companies (the "Funds"), in keeping with the general
principles and objectives set forth in Sections II and III below and in light of
their respective fiduciary obligations to their Fund shareholders. This Code is
to apply to the directors, officers and employees of the Advisers.
II. GENERAL PRINCIPLES
SHAREHOLDER INTERESTS COME FIRST; AVOID ACTUAL AND POTENTIAL CONFLICTS
OF INTEREST
It is the duty of all directors, officers and employees of the Advisers
to conduct themselves in conformance with their fiduciary and ethical
obligations and to not take inappropriate advantage of their positions.
Therefore, each such individual (i) has a duty at all times to place the
interests of Fund shareholders first; and (ii) must conduct his or her personal
securities transactions consistent with this Code and in such a manner so as to
avoid any actual or potential conflict of interest or any abuse of that
individual's position of trust and responsibility.
III. OBJECTIVE
The Securities and Exchange Commission's code of ethics rule contained
in the Investment Company Act of 1940 under Rule 17j-1 makes it unlawful for
certain persons associated with investment advisers of investment companies to
engage in conduct which is deceitful, fraudulent, or manipulative, or which
involves false or misleading statements, in connection with the purchase or sale
of a security held or proposed to be acquired by an investment company. In
addition, Section 204A of the Investment Advisers Act of 1940 requires
investment advisers to establish, maintain and enforce written policies and
procedures designed to prevent misuse of material non-public information. The
objective of this Code is to set forth certain standards with respect to the
behavior of certain individuals associated with the Advisers (herein called
"Access Persons") within the general principles set forth above, as well as to
<PAGE>
prevent such persons from engaging in conduct proscribed by the code of ethics
rule, Section 204A of the Investment Advisers Act. Access Persons generally
include all directors, officers and employees of the Advisers.
IV. PERSONAL TRANSACTIONS IN SECURITIES
A. PROHIBITED CONDUCT - ADVANCE CLEARANCE REQUIRED FOR SECURITIES
TRANSACTIONS; SUBSEQUENT REPORTING OF AUTHORIZED SECURITIES
TRANSACTIONS
No Access Person shall buy or sell any security for his own account or
for an account in which he has, or as a result of the transaction acquires, any
direct or indirect beneficial ownership (referred to herein as a "personal
transaction") unless:
1. Advance clearance of the transaction has been obtained; and
2. The transaction is reported in writing to the Compliance
Officer in accordance with the requirements below (pages
7-8).
The term "security" includes any stock, warrant, option, bond
(including municipal bonds), debenture, or any derivative instrument. In
addition, any trades in commodities or futures are also treated as securities
and, therefore, are subject to the advance clearance requirement and all the
other requirements, restrictions and limitations of this Code.
B. RESTRICTIONS AND LIMITATIONS ON PERSONAL SECURITIES TRANSACTIONS
The following restrictions and limitations govern investments and
personal securities transactions by Access Persons. Unless otherwise indicated,
all restrictions and limitations are applicable to all Access Persons:
1. Prohibition on 60 Day Short-Term Trading
----------------------------------------
Securities purchased may not be sold at a profit until at
least 60 days from the purchase trade date, and securities
sold may not be purchased at a lower price until at least
60 days from the sale trade date. Any violation will
result in disgorgement of all profits from the
transaction. This restriction on 60 day short-term trades
may be waived by the Compliance Officer with respect to
trades of 500 shares or less of the common stock of a
company with a market capitalization of at least $1
billion.
2. Prohibition on Participation in IPO's
-------------------------------------
No Access Person may acquire any security in an Initial Public
Offering (IPO).
3. Special Permission Required for Private Placements
--------------------------------------------------
Private placements of any kind (including without
limitation limited partnership investments and venture
capital investments) may only be
2
<PAGE>
acquired with special permission of the Compliance Officer
(who will generally consult in-house counsel) and, if
approved, will be subject to continuous monitoring for
possible future conflict. A request for approval of a
private placement should generally be submitted at least
one week in advance of the proposed date of investment.
4. Disclosure of Private Placements in Subsequent Investment
Decisions
Any Access Person who has or acquires a personal position
in an issuer through a private placement must
affirmatively disclose that interest if such Access Person
is involved in consideration of any subsequent investment
decision regarding any security of that issuer or an
affiliate by any Fund. In such event, the final investment
decision shall be independently reviewed by the Compliance
Officer. Written records of any such circumstance shall be
maintained and sent to the Compliance Officer.
5. Trading in a Security on the Same Day There Is a Pending "Buy"
or "Sell" Order
No Access Person may execute a securities transaction on a
day during which any Fund, of which he is an Access
Person, has a pending "buy" or "sell" order in that same
security until that order is executed or withdrawn. This
restriction on same day trades may be waived by the
Compliance Officer with respect to trades of 500 shares or
less of the common stock of a company with a market
capitalization of at least $1 billion. Any transactions by
an Access Person in violation of this same day trading
restriction will be required to be reversed and any
resulting profits will be subject to disgorgement.
THE FOLLOWING RESTRICTION APPLIES ONLY TO PORTFOLIO MANAGERS (AND ALL
RESEARCH OR TRADING PERSONS REPORTING TO PORTFOLIO MANAGERS)
6. Further Restrictions on Trading in a Security Bought or Sold
for a Fund
No purchase or sale transactions may be made in any
security by any portfolio manager (or research or trading
person reporting to a portfolio manager) for a period of
seven (7) days before or after that security is bought or
sold by any Fund for which such portfolio manager (or the
portfolio manager to whom such person reports) serves in
that capacity. This restriction may be waived by the
Compliance Officer with respect to trades of 500 shares or
less of the common stock of a company with a market
capitalization of at least $1 billion. Any transactions by
a portfolio manager (or research or trading person
reporting to a portfolio manager) in violation of this
seven-day trading restriction will be required to be
reversed and any resulting profits will be subject to
disgorgement.
(IMPORTANT: Regardless of the limited applicability of
Restriction 6, the Compliance Department monitors all
transactions by ALL Access Persons in order
3
<PAGE>
to ascertain any pattern of conduct which may evidence conflicts
or potential conflicts with the principles and objectives of this
Code, including a pattern of frontrunning.)
C. ADVANCE CLEARANCE REQUIREMENT
1. PROCEDURES
A) FROM WHOM OBTAINED
In addition to the above Restrictions and Limitations on
Personal Securities Transactions, advance clearance of a
personal transaction in a security must be obtained from
the Compliance Officer. If the personal transaction
relates to the stock of either The Zweig Fund, Inc. or The
Zweig Total Return Fund, Inc., the transaction will also
require advance clearance from in-house counsel.
B) TIME OF CLEARANCE
All approved securities transactions must take place on
the same day or the next business day that the advance
clearance is obtained. If the transaction is not completed
on the date of clearance or the next business day, a new
clearance must be obtained, including one for any
uncompleted portion. Post- approval is not permitted under
this Code. If it is determined that a trade was completed
before approval, it will be considered a violation of this
Code.
C) WATERMARK SECURITIES, INC. BROKERAGE ACCOUNT
Transactions may, but are not required to, be through a
Watermark Securities, Inc. ("Watermark") brokerage
account. If you maintain accounts outside of Watermark, it
is your responsibility to arrange for the broker-dealer to
send duplicate confirmations of such trades and quarterly
brokerage statements to the Compliance Officer. Failure to
do so will be considered a significant violation of this
Code.
D) FORM
Clearance must be obtained by completing and signing the
Securities Transaction Approval Form provided for that
purpose by the Compliance Department and obtaining the
signature of the Compliance Officer.
A sample copy of the Securities Transaction Approval Form
is attached.
4
<PAGE>
2. FACTORS CONSIDERED IN CLEARANCE OF PERSONAL TRANSACTIONS
In addition to the above Restrictions and Limitations on
Personal Securities Transactions, the Compliance Officer,
in keeping with the general principles and objectives of
this Code, may refuse to grant clearance of a personal
transaction in his sole discretion without being required
to specify any reason for the refusal. Generally, the
Compliance Officer will consider the following factors in
determining whether or not to clear a proposed
transaction:
a) Whether the amount or the nature of the transaction
or person making it is likely to affect the price or
market of the security.
b) Whether the individual making the proposed purchase
or sale is likely to benefit from purchases or sales
being made or considered on behalf of any Fund.
c) Whether the transaction is non-volitional on the
part of the individual.
As discussed above, certain of the restrictions and limitations on personal
securities transactions may not apply to trades of 500 shares or less in the
common stock of a company with a market capitalization of at least $1 billion. A
list of such companies is maintained by the Compliance Department. Such trades
nevertheless do require advance clearance from the Compliance Officer.
(IMPORTANT: The Compliance Department monitors all transactions by all Access
Persons (including transactions in the common stock of such $1 billion market
capitalization companies) in order to ascertain any pattern of conduct which may
evidence conflicts or potential conflicts with the principles and objectives of
this Code, including a pattern of frontrunning.)
3. EXEMPT SECURITIES
The securities listed below are exempt from the above
advance clearance requirement AND the quarterly and annual
reporting requirements described below. Therefore, it is
not necessary to obtain advance clearance for personal
transactions in any of the following securities nor is it
necessary to report such securities in the quarterly
transaction reports or annual securities holdings list:
a) U.S. Government Securities;
b) Bank Certificates of Deposit;
c) Bankers' Acceptances;
d) Commercial Paper;
e) Money Market Instruments;
5
<PAGE>
f) Money Market Funds and Other Open-end
Investment Companies (Mutual Funds)
(Closed-end funds must be pre-approved); and
g) Such other exempt securities, as may from time to
time be listed on the attached appendix A.
Automatic dividend reinvestment plan investments (DRIP's) for stock in publicly
traded companies are also exempt from the advance clearance requirement and the
quarterly reporting requirement; however, DRIP acquisitions should be reported
on an annual basis.
4. ACCOUNTS COVERED
Advance clearance must be obtained for any personal
transaction in a security by an Access Person if such
Access Person has, or as a result of the transaction
acquires, any direct or indirect beneficial ownership in
the security.
The term "beneficial ownership" is defined by rules of the
SEC which will be applicable in all cases. Generally,
under the SEC rules, a person is regarded as having
beneficial ownership of securities held in the name of:
a) a husband, wife or a minor child;
b) a relative (including in-laws, step-children, or
step-parents) sharing the same house;
c) anyone else if the Access Person:
(i) obtains benefits substantially equivalent to
ownership of the securities; or
(ii) can obtain ownership of the securities
immediately or at some future time.
5. EXEMPTION FROM CLEARANCE REQUIREMENT
Clearance is not required for any account over which the
Access Person has no influence or control; however, the
existence of such an account must be reported to the
Compliance Officer. The Compliance Officer, in his sole
discretion, has the authority to request further
information and documentation regarding any account over
which an Access Person reports he has no influence or
control.
6
<PAGE>
D. REPORT OF TRANSACTIONS
1. TRANSACTIONS AND ACCOUNTS COVERED
a) All personal transactions in any account for which
advance clearance is required must also be reported in
the next quarterly transaction report after the
transaction is effected.
b) Every Access Person must file a report when due even
if such person made no purchases or sales of
securities during the period covered by the report.
2. TIME OF REPORTING
A. Reports of personal transactions must be made within
10 days after the end of each calendar quarter. Thus,
reports are due on the 10th day of January, April,
July and October.
B. The January Report also requires an annual listing of
all non-exempt securities holdings as of December 31
of the preceding year (a current listing will also be
required upon the effectiveness of this Code). New
employees will be required to provide a listing of all
non-exempt securities holdings as of the date of
commencement of employment.
3. FORM OF REPORTING
The report must be on the form provided by the Compliance
Department. A copy of the form is attached.
4. RESPONSIBILITY TO REPORT
The responsibility for taking the initiative to report is
imposed on each individual required to make a report. Any
effort by the Compliance Department to facilitate the
reporting process does not change or alter that
responsibility.
5. WHERE TO FILE REPORT
All reports must be filed with the Compliance Department.
7
<PAGE>
V. REVIEW
The Compliance Officer will review and consider any proper request of
an Access Person for relief or exemption from any restriction, limitation or
procedure contained herein, which restriction, limitation or procedure is
claimed to cause a hardship for such Access Person. The Compliance Officer's
decision is completely within his sole discretion.
VI. SERVICE AS DIRECTOR
No Access Person may serve on the board of any company whose securities
are publicly traded (other than a Fund) without prior approval of the Compliance
Officer. If such approval is granted, it will be subject to the implementation
of appropriate procedures to isolate investment personnel serving as directors
from making investment decisions for a Fund concerning the company in question.
VII. GIFTS
No Access Person shall accept, directly or indirectly, anything of
value, including gifts and gratuities, in excess of $100 per year from any
person or entity that does business with any Fund. This restriction does not
apply to bona fide dining or bona fide entertainment if, during such dining or
entertainment, the Access Person is with the person or representative of the
entity that does business with the Fund.
VIII. SANCTIONS
Upon discovering a violation of this Code, the Compliance Officer may
impose such sanctions as he deems appropriate, including, but not limited to, a
reprimand (orally or in writing) and disgorgement of any profits from a trade or
series of trades. In addition, the employee's employer may impose such sanctions
as it deems appropriate, including, but not limited to, a reprimand (orally or
in writing), demotion, and suspension or termination of employment. The
President or Chairman of the employer, in his sole discretion, is authorized to
determine the choice of sanctions to be imposed in specific cases, including
termination of employment of any employee.
IX. EFFECTIVE DATE
All officers, directors and employees of the Advisers are required to
sign a copy of this Code indicating their agreement to abide by the terms of
this Code.
In addition, all officers, directors and employees of the Advisers will
be required to certify annually that (i) they have read and understand the terms
of this Code and recognize the responsibilities and obligations incurred by
their being subject to this Code, and (ii) they are in compliance with the
requirements of this Code, including but not limited to the preclearance for
Access Persons and the reporting of all non-exempt personal securities
transactions in accordance with this Code.
8
<PAGE>
X. EMPLOYEE CERTIFICATION
I have read and understand the terms of the above Code of Ethics. I
recognize the responsibilities and obligations incurred by me as a result of my
being subject to this Code of Ethics. I hereby agree to abide by the above Code
of Ethics.
- ------------------------------- ----------------------
(Signature) (Date)
- -------------------------------
(Print name)
form 8
zga,ea
9
<PAGE>
PHOENIX FUNDS
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
PHOENIX-ABERDEEN SERIES FUND
PHOENIX EQUITY PLANNING CORP.
AMENDED AND RESTATED
CODE OF ETHICS
1. STATEMENT OF ETHICAL PRINCIPLES
-------------------------------
When Fund Access Persons covered by the terms of this Code of Ethics
engage in personal securities transactions, they must adhere to the
following general principles as well as to the Code's specific
provisions:
A. At all times, the interests of Fund shareholders must be
paramount;
B. Personal transactions must be conducted consistent with
this Code of Ethics in a manner that avoids any actual or
potential conflict of interest; and
C. No inappropriate advantage should be taken of any
position of trust and responsibility.
2. Definitions
-----------
A. "Fund" means each and every investment company, or
series thereof, or other institutional account managed by the
Adviser, individually and collectively.
B. "Access Person" means any Trustee (other than a
Disinterested Trustee who does not obtain information
concerning recommendations made to the Fund regarding the
purchase or sale of a security), officer, general partner,
Portfolio Manager or Advisory Person of the Fund or (i) any
temporary or permanent employee of the Fund or of any company
in a control relationship to the Fund, who, in connection with
his regular functions or duties, makes, participates in or
obtains information regarding the purchase or sale of a
security by the Fund, or whose functions relate to the making
of any recommendations with respect to such purchases or
sales; and (ii) any natural person in a control relationship
to the Fund who obtains information concerning recommendations
made to the Fund with regard to the purchase or sale of a
security. The Compliance Officer of each Fund shall maintain a
list of the Fund's Access Persons.
C. "Advisory Person" means any Portfolio Manager or other
investment person, such as an analyst or trader, who provides
information and advice to a Portfolio Manager or assists in
the execution of the investment decisions. For purposes of
Section 4, "Advisory Person" shall not include Portfolio
Managers.
P.1
<PAGE>
D. A security is "being considered for purchase or sale"
when a recommendation to purchase or sell a security has been
made and communicated and, with respect to the Advisory Person
making the recommendation, when such person seriously
considers making such a recommendation.
E. "Beneficial ownership" shall be interpreted in the same
manner as it would be in determining whether a person is
subject to the provisions of Section 16 of the Securities
Exchange Act of 1934 and the rules and regulations thereunder,
except that the determination of direct or indirect beneficial
ownership shall apply to all securities which an Access Person
has or acquires.
F. "Control" shall have the same meaning as that set forth
in Section 2(a)(9) of the Investment Company Act, as amended.
G. "Disinterested Trustee" means a Trustee of a Fund who is
not an "interested person" of the Fund within the meaning of
Section 2(a)(19) of the Investment Company Act, as amended.
H. "Initial Public Offering" means a public sale of an
issue not previously offered to the public.
I. "Managed Fund" shall mean those Funds, individually and
collectively, for which the Portfolio Manager makes buy and
sell decisions.
J. "Portfolio Manager" means the person entrusted to make
the buy and sell decisions for a Fund.
K. "Private Placement" shall have the same meaning as that
set forth in Section 4(2) of the Securities Exchange Act.
L. "Purchase or sale of a security" includes inter alia,
the writing of an option or the purchase or sale of a security
that is exchangeable for or convertible into, a security that
is held or to be acquired by a Fund.
M. "Security" shall have the meaning set forth in Section
2(a)(36) of the Investment Company Act, as amended, except
that it shall not include securities issued by the Government
of the United States, bankers' acceptances, bank certificates
of deposit, commercial paper and shares of registered open-end
investment companies.
3. Exempted Transactions
---------------------
The prohibitions of Section 4 of this Code shall not apply to:
A. Purchases or sales effected in any account over which
the Access Person has no direct or indirect influence or
control in the reasonable estimation of the Compliance
Officer.
p.2
<PAGE>
B. Purchases or sales of securities (1) not eligible for
purchase or sale by the Fund; or (2) specified from time to
time by the Trustees, subject to such rules, if any, as the
Trustees shall specify.
C. Purchases or sales which are non-volitional on the part
of either the Access Person or the Fund.
D. Purchases of shares necessary to establish an automatic
dividend reinvestment plan or pursuant to an automatic
dividend reinvestment plan, and subsequent sales of such
securities.
E. Purchases effected upon the exercise of rights issued by
an issuer pro rata to all holders of a class of its
securities, to the extent such rights were acquired from such
issuer, and sales of such rights so acquired.
4. Prohibited Activities
---------------------
A. IPO Rule: No Advisory Person or Portfolio Manager may
purchase securities in an Initial Public Offering, except with
the prior approval of the Compliance Officer of the Fund.
B. Private Placement Rule: No Advisory Person or Portfolio
Manager may purchase securities in a Private Placement unless
such purchase has been approved by the Compliance Officer of
the Fund. Any such approved purchase should be disclosed to
the Fund if that issuer's securities are being considered for
purchase or sale by the Fund.
C. Preclearance Rule: No Access Person, Advisory Person nor
Portfolio Manager may purchase or sell a security unless such
purchase or sale has been precleared by the Compliance Officer
of the Fund. Preclearance is shall be valid through the
business day next following the day preclearance is given.
Exceptions: The following securities transactions are exempt
---------- from the pre-clearance requirement:
1. Purchases or sales of up to 1,000 shares of
securities of issuers ranked within the top 200
Standard & Poor's 500 Composite Stock Index (S&P
500) ("Large Cap List") at the time of purchase
or sale. The Compliance Officer of the Fund shall
distribute an updated list of such securities
quarterly.
2. Purchase orders sent directly to the issuer via
mail (other than in connection with a Private
Placement) or sales of such securities which are
redeemed directly by the issuer via mail.
p.3
<PAGE>
NOTE: THE COMPLIANCE OFFICER OF THE FUND MAY DENY APPROVAL OF
ANY TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE
RULE, EVEN IF NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS,
IF HE/SHE REASONABLY BELIEVES THAT DENYING PRECLEARANCE IS
NECESSARY FOR THE PROTECTION OF A FUND. ANY SUCH DENIAL MAY BE
APPEALED TO THE FUND'S COUNSEL. THE DECISION OF COUNSEL SHALL
BE FINAL.
D. Open Order Rule: No Access Person, Advisory Person or
Portfolio Manager may purchase or sell, directly or
indirectly, any security in which he has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership, when a Fund has a pending "buy" or "sell" order for
that security of the same type (i.e. buy or sell) as the
proposed personal trade, until the Fund's order is executed or
withdrawn.
Exceptions: The following securities transactions are exempt
---------- from the Open Order Rule:
1. Purchases or sales of up to 1,000 shares of
securities of issuers on the Large Cap List at
the time of the transaction.
2. Purchases or sales approved by the Compliance
Officer of the Fund in his/her discretion.
ANY PROFITS REALIZED ON A PERSONAL TRADE IN VIOLATION OF THIS
SECTION 4D MUST BE DISGORGED.
E. Blackout Rule: If a Portfolio Manager's Managed Fund
holds a security that is the subject of a proposed personal
trade by that Portfolio Manager, such personal trade may be
permitted only as follows:
1. If the proposed personal trade is on the same
side as the last Managed Fund transaction in that
security, the personal trade cannot occur within
two days of such Managed Fund transaction (i.e.
neither at T nor T + 1 calendar day).
2. If the proposed personal trade is on the opposite
side of the last Managed Fund transaction in that
security, the personal trade cannot occur unless
(a) it is more than two days after the Managed
Fund transaction (i.e. T + 2 calendar days or
later) AND (b) the Preclearance Request, if
required for such personal transaction (i.e. it
is not eligible for The Large Cap List exception
to the Preclearance Rule) sets forth, to the
reasonable satisfaction of the Compliance
Officer, an explanation of the reasons the
Managed Fund is not effecting a similar
transaction.
Transactions permitted under the Blackout Rule must also
satisfy the Open Order Rule and the Preclearance Rule if and
to the extent the transaction is not covered by exceptions to
those rules.
ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL
TRADE IN VIOLATION OF THIS SECTION 4E MUST BE DISGORGED.
p.4
<PAGE>
F. Holding Period Rule: Access Persons, Advisory Persons
and Portfolio Managers must hold each Security, other than
those described in Section 3B, (securities (1) not eligible
for purchase or sale by the Fund; or (2) specified from time
to time by the Trustees, subject to such rules, if any, as the
Trustees shall specify) for a period of not less than six (6)
months, whether or not the purchase of such Security was an
exempt transaction under any other provision of Section 4.
ANY PROFITS REALIZED ON TRADING IN CONTRAVENTION OF THIS
POLICY MUST BE DISGORGED.
G. No Advisory Person shall annually accept any gift or
other item of more than de minimis value from any person or
entity that does business with or on behalf of the Fund.
H. No Advisory Person shall serve on the board of directors
of a publicly traded company without prior authorization by
the President or the Compliance Officer of the Fund. If board
service is authorized, such Advisory Person shall have no role
in making investment decisions with respect to the publicly
traded company.
5. Compliance Procedures
---------------------
A. All Access Persons shall direct their brokers to supply,
at the same time that they are sent to the Access Person, a
copy of the confirmation for each personal securities trade
and a copy of each periodic account statement to the Fund's
Compliance Officer.
B. Every Access Person shall report to the Fund the
information described in Section 5D of this Code with respect
to transactions in any security in which such Access Person
has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership in the security; provided,
however, that an Access Person shall not be required to make a
report with respect to transactions effected for any account
over which such person does not have any direct or indirect
influence.
C. A Disinterested Trustee of the Fund need only report a
transaction in a security if such Trustee, at the time of that
transaction knew or, in the ordinary course of fulfilling his
official duties as a Trustee of the Fund, should have known
that, (1) during the 7-day period immediately preceding or
after the date of the transaction by the Trustee, such
security was purchased or sold by the Fund or (2) such
security was being considered for purchase or sale by the
Fund.
D. Every report required pursuant to Section 5B above shall
be made not later than 10 days after the end of the calendar
quarter in which the transaction to which the report relates
was effected, and shall contain the following information:
(i) The date of the transaction, the title and the
number of shares, and the principal amount of each
security involved;
(ii) The nature of the transaction (i.e., purchase,
sale, or any other type of acquisition or disposition);
(iii) The price at which the transaction was effected;
p.5
<PAGE>
(iv) The name of the broker, dealer or bank with or
through whom the transaction was effected; and
(v) The date of approval of the transaction and the
person who approved it as required by Section 4B or C
above.
E. Each Access Person shall submit a report listing all
personal securities holdings to the Compliance Officer upon
the commencement of service and annually thereafter. This
annual report shall be and include a certification by the
Access Person that he or she has read and understood the Code
of Ethics and has complied with the Code's requirements.
F. Any report made under this Section 5 may contain a
statement that the report shall not be construed as an
admission by the person making such report that he or she has
any direct or indirect beneficial ownership in the security to
which the report relates.
G. The Compliance Officer shall submit an annual report to
the Fund's Board of Trustees that summarizes the current Code
of Ethics procedures, identifies any violations requiring
significant remedial action, and recommends appropriate
changes to the Code, if any.
H. Any Access Person or Disinterested Trustee shall
immediately report any potential violation of this Code of
which he or she becomes aware to the Fund's Compliance
Officer.
6. Sanctions
---------
Upon discovering a violation of this Code, the Board of Trustees of the
Fund may impose such sanctions as it deems appropriate, including inter
alia, a letter of censure or suspension or termination of employment,
or suspension of personal trading privileges for such period as it may
deem appropriate.
p.6
<PAGE>
PHOENIX FUNDS
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
PHOENIX-ABERDEEN SERIES FUND
AMENDED AND RESTATED
CODE OF ETHICS
ADDENDUM
As stated in Section 3B(2) of the Code of Ethics, the Trustees/Directors may
specify from time to time, EXEMPTED TRANSACTIONS, which are purchases or sales
of securities which are exempt from Section 4 of the Code.
The following transactions have been specified as EXEMPT TRANSACTIONS by the
Trustees/Directors:
1. Purchases or sales of securities trading at less than $5.00 per share at the
time of the trade. (Nov. '96)
2. Purchases or sales of securities issued by Phoenix Investment Partners, Ltd.
(Aug. '97)
3. Purchases or sales by Directors or Trustees who are not employees of the
adviser or distributor of a fund or any affiliates thereof provided such
Director or Trustee does not obtain information concerning recommendations
to the Fund regarding the purchase or sale of a security. (Nov. '97)
p.7
EXHIBIT q.
POWERS OF ATTORNEY
<PAGE>
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of the below-named
mutual funds, hereby constitute and appoint Philip R. McLoughlin and Pamela S.
Sinofsky, or either of them as my true and lawful attorneys and agents with full
power to sign for me in the capacity indicated below, any or all Registration
Statements or amendments thereto filed with the Securities and Exchange
Commission under the Securities Act of 1933 and/or the Investment Company Act of
1940 relating to each of said mutual funds, and hereby ratify and confirm my
signature as it may be signed by said attorneys and agents:
Phoenix-Zweig Trust
Phoenix-Euclid Funds
I hereby declare that a photostatic, xerographic or other similar copy
of this original instrument shall be as effective as the original.
I hereby further revoke any and all powers of attorney previously given
by me with respect to the above-named mutual funds, provided that this
revocation shall not affect the exercise of such powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
April 12, 2000 /s/ James Balog
-------------------------
James Balog, Trustee
<PAGE>
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of the below-named
mutual funds, hereby constitute and appoint Philip R. McLoughlin and Pamela S.
Sinofsky, or either of them as my true and lawful attorneys and agents with full
power to sign for me in the capacity indicated below, any or all Registration
Statements or amendments thereto filed with the Securities and Exchange
Commission under the Securities Act of 1933 and/or the Investment Company Act of
1940 relating to each of said mutual funds, and hereby ratify and confirm my
signature as it may be signed by said attorneys and agents:
Phoenix-Zweig Trust
Phoenix-Euclid Funds
I hereby declare that a photostatic, xerographic or other similar copy
of this original instrument shall be as effective as the original.
I hereby further revoke any and all powers of attorney previously given
by me with respect to the above-named mutual funds, provided that this
revocation shall not affect the exercise of such powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
April 12, 2000 /s/ Claire B. Benenson
---------------------------------
Claire B. Benenson, Trustee
<PAGE>
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of the below-named
mutual funds, hereby constitute and appoint Philip R. McLoughlin and Pamela S.
Sinofsky, or either of them as my true and lawful attorneys and agents with full
power to sign for me in the capacity indicated below, any or all Registration
Statements or amendments thereto filed with the Securities and Exchange
Commission under the Securities Act of 1933 and/or the Investment Company Act of
1940 relating to each of said mutual funds, and hereby ratify and confirm my
signature as it may be signed by said attorneys and agents:
Phoenix-Zweig Trust
Phoenix-Euclid Funds
I hereby declare that a photostatic, xerographic or other similar copy
of this original instrument shall be as effective as the original.
I hereby further revoke any and all powers of attorney previously given
by me with respect to the above-named mutual funds, provided that this
revocation shall not affect the exercise of such powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
April 12, 2000 /s/ S. Leland Dill
-------------------------------
S. Leland Dill, Trustee
<PAGE>
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of the below-named
mutual funds, hereby constitute and appoint Philip R. McLoughlin and Pamela S.
Sinofsky, or either of them as my true and lawful attorneys and agents with full
power to sign for me in the capacity indicated below, any or all Registration
Statements or amendments thereto filed with the Securities and Exchange
Commission under the Securities Act of 1933 and/or the Investment Company Act of
1940 relating to each of said mutual funds, and hereby ratify and confirm my
signature as it may be signed by said attorneys and agents:
Phoenix-Zweig Trust
Phoenix-Euclid Funds
I hereby declare that a photostatic, xerographic or other similar copy
of this original instrument shall be as effective as the original.
I hereby further revoke any and all powers of attorney previously given
by me with respect to the above-named mutual funds, provided that this
revocation shall not affect the exercise of such powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
April 12, 2000 /s/ Philip R. McLoughlin
--------------------------------
Philip R. McLoughlin, Trustee
<PAGE>
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of the below-named
mutual funds, hereby constitute and appoint Philip R. McLoughlin and Pamela S.
Sinofsky, or either of them as my true and lawful attorneys and agents with full
power to sign for me in the capacity indicated below, any or all Registration
Statements or amendments thereto filed with the Securities and Exchange
Commission under the Securities Act of 1933 and/or the Investment Company Act of
1940 relating to each of said mutual funds, and hereby ratify and confirm my
signature as it may be signed by said attorneys and agents:
Phoenix-Zweig Trust
Phoenix-Euclid Funds
I hereby declare that a photostatic, xerographic or other similar copy
of this original instrument shall be as effective as the original.
I hereby further revoke any and all powers of attorney previously given
by me with respect to the above-named mutual funds, provided that this
revocation shall not affect the exercise of such powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
April 12, 2000 /s/ Donald B. Romans
------------------------------
Donald B. Romans, Trustee
<PAGE>
POWER OF ATTORNEY
I, the undersigned officer of the below-named mutual funds, hereby
constitute and appoint Philip R. McLoughlin and Pamela S. Sinofsky, or either of
them as my true and lawful attorneys and agents with full power to sign for me
in the capacity indicated below, any or all Registration Statements or
amendments thereto filed with the Securities and Exchange Commission under the
Securities Act of 1933 and/or the Investment Company Act of 1940 relating to
each of said mutual funds, and hereby ratify and confirm my signature as it may
be signed by said attorneys and agents:
Phoenix-Zweig Trust
Phoenix-Euclid Funds
I hereby declare that a photostatic, xerographic or other similar copy
of this original instrument shall be as effective as the original.
I hereby further revoke any and all powers of attorney previously given
by me with respect to the above-named mutual funds, provided that this
revocation shall not affect the exercise of such powers prior to the date
hereof.
WITNESS my hand and seal on the date set forth below.
April 12, 2000 /s/ Martin E. Zweig
-------------------------------
Martin E. Zweig, President
