HARTFORD, Conn., Sept. 7, 2016 /PRNewswire/ -- The Boards of
Directors of the Virtus Total Return Fund (NYSE: DCA), The Zweig
Fund (NYSE: ZF) and The Zweig Total Return Fund (NYSE: ZTR) today
announced proposed actions as a result of a comprehensive
assessment of each fund and its competitive positioning in the
current market environment.
DCA:
- Subject to shareholder approval, DCA will reorganize and effect
a merger with ZF by acquiring ZF's assets and assuming its
liabilities in exchange for shares of DCA. The combined fund would
retain DCA's name, its investment strategy, and Duff & Phelps
Investment Management and Newfleet Asset Management as subadvisers.
The combined fund would also establish a tender offer program
consistent with the previously announced ZF program, consisting of
two tender offers (one unconditional and one conditional), each up
to 5 percent of shares. The combined fund's quarterly distribution
would also be raised to a level that approximates 10 percent of its
net asset value (NAV) upon completion of the reorganization.
- At a special meeting scheduled for November 18, 2016, DCA shareholders will be asked
to approve the reorganization and the election of Brian T. Zino, currently a director on the ZF
and ZTR boards, to serve on the DCA board.
ZF:
- The board of ZF named Virtus Investment Advisers to replace
Zweig Advisers as adviser and appointed Duff & Phelps and
Newfleet as subadvisers.
- ZF's investment strategy has been changed to total return,
consisting of both capital appreciation and current income, with a
target allocation of 60 percent equities and 40 percent fixed
income.
- ZF shareholders will be asked to approve the reorganization of
ZF into DCA, as described above, at a special meeting that is
scheduled for November 18, 2016.
ZTR:
- The board of ZTR named Virtus Investment Advisers to replace
Zweig Advisers as adviser and appointed Kayne Anderson Rudnick and Newfleet Asset
Management as subadvisers, and nominated William R. Moyer, currently a director on the
DCA board, for election as a director at a special meeting that is
scheduled for November 18, 2016.
- ZTR's investment strategy has been changed to a target
allocation of 60 percent equities, using Kayne Anderson Rudnick's global dividend yield
strategy, and 40 percent fixed income, utilizing Newfleet's
multi-sector core plus strategy. ZTR will change its name to the
Virtus Global Dividend & Income Fund Inc. on September 26, 2016 and will begin trading under
its new name on September 27, 2016.
The ticker symbol will remain ZTR.
If the reorganization of DCA and ZF is approved by shareholders,
the first tender offer under the DCA tender offer program is
expected to commence on or about November
25, 2016. The second, a conditional tender offer, would
occur six months after the close of the first tender, only if the
fund's average trading discount, calculated as the percentage
difference between NAV and its volume-weighted average price on
each trading day, is more than 8 percent for a specified 12-week
period. Each tender would involve the purchase of shares at a price
equal to 98 percent of NAV per share as of the close of regular
trading on the New York Stock Exchange on the date the tender
offers expire.
Additional terms and conditions of the proposed tender offers
will be set forth in the fund's offering materials with respect to
such offer. If the number of shares tendered exceeds the maximum
amount of any tender offer, the fund will purchase shares from
tendering shareholders on a pro-rata basis. Accordingly,
shareholders cannot be assured that the fund will purchase all of
the tendered shares.
Further information about the tender offer program will be
announced by future press releases. This announcement is not a
recommendation, an offer to purchase, or a solicitation of an offer
to sell shares of the fund. The fund has not yet commenced any
tender offer described in this release. Any tender offer will be
made only by an offer to purchase, a related letter of transmittal,
and other documents that will be filed with the Securities and
Exchange Commission (SEC) as exhibits to a tender offer statement
on Schedule TO and will be available free of charge at the SEC's
website at www.sec.gov. With respect to any tender offer,
shareholders should read the offer to purchase and tender offer
statement on Schedule TO and related exhibits when those documents
are filed and become available as they will contain important
information about the tender offer. The fund will also make
available, without charge, the offer to purchase and the letter of
transmittal.
About Duff & Phelps Investment Management Co.
Duff & Phelps Investment Management is a leader in investing
in real estate investment trusts, infrastructure, and utility
companies for institutional and retail clients and in developing
and managing focused investment strategies for specialized clients.
For more information about Duff & Phelps, visit
www.dpimc.com.
About Newfleet Asset Management
Newfleet Asset Management provides comprehensive fixed income
portfolio management in multiple strategies. Newfleet leverages the
knowledge and skill of a team of investment professionals with
expertise in every sector of the bond market, including evolving,
specialized, and out-of-favor sectors. The team employs active
sector rotation and disciplined risk management to portfolio
construction, avoiding interest rate bets, and remaining duration
neutral to each strategy's stated benchmark.
About Kayne Anderson
Rudnick
Kayne Anderson Rudnick (KAR)
believes that superior risk-adjusted returns may be achieved
through investment in high-quality companies with market dominance,
excellent management, financial strength, and consistent growth,
purchased at reasonable prices. KAR's investment strategy is to
build a portfolio of companies that have strong, consistent growth
with low business and financial risk, and hold these companies over
the long term based on its conviction that the investment returns
of the portfolio will mirror the financial results of these
companies.
Fund Risks
An investment in a fund is subject to risk, including the risk
of possible loss of principal. A fund's shares may be worth less
upon their sale than what an investor paid for them. Shares of
closed-end funds may trade at a discount to their net asset
value.
Forward-Looking Information
This press release contains statements that are, or may be
considered to be, forward-looking statements. All statements that
are not historical facts, including statements about beliefs or
expectations, are "forward-looking statements" within the meaning
of The Private Securities Litigation Reform Act of 1995. These
statements may be identified by such forward-looking terminology as
"expect," "estimate," "plan," "intend," "believe," "anticipate,"
"may," "will," "should," "could," "continue," "project," or similar
statements or variations of such terms. Forward-looking statements
are based on a series of expectations, assumptions, and
projections; are not guarantees of future results or performance;
and may involve risks and uncertainty. All forward-looking
statements are as of the date of this release only; the funds
undertake no obligation to update or review any forward-looking
statements. The funds can give no assurance that such expectations
or forward-looking statements will prove to be correct. Actual
results may differ materially. You are urged to carefully consider
all such factors.
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SOURCE Virtus Closed-End Funds