0001048703-16-000117.txt : 20160304 0001048703-16-000117.hdr.sgml : 20160304 20160304160018 ACCESSION NUMBER: 0001048703-16-000117 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160304 DATE AS OF CHANGE: 20160304 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZWEIG FUND INC /MD/ CENTRAL INDEX KEY: 0000812090 IRS NUMBER: 133353326 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80674 FILM NUMBER: 161485242 BUSINESS ADDRESS: STREET 1: 100 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 800-272-2700 MAIL ADDRESS: STREET 1: 100 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Karpus Management, Inc. CENTRAL INDEX KEY: 0001048703 IRS NUMBER: 161290550 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 183 SULLY'S TRAIL CITY: PITTSFORD STATE: NY ZIP: 14534 BUSINESS PHONE: 5855864680 MAIL ADDRESS: STREET 1: 183 SULLY'S TRAIL CITY: PITTSFORD STATE: NY ZIP: 14534 FORMER COMPANY: FORMER CONFORMED NAME: KARPUS MANAGEMENT INC DATE OF NAME CHANGE: 19971029 SC 13D/A 1 zf13da332016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1

The Zweig Fund
(Name of Issuer)

Common Stock, par value $0.10 per share
(Title of Class of Securities)

989834 20 5
(CUSIP Number)
 
Daniel Lippincott, Senior Tax-Sensitive Manager
Karpus Management, Inc.
d/b/a Karpus Investment Management
183 Sully’s Trail
Pittsford, New York 14534
(585) 586-4680

Adam W. Finerman, Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 26, 2016
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 989834 20 5
 
1
NAME OF REPORTING PERSON
 
Karpus Management, Inc., d/b/a Karpus Investment Management
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,124,537
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,124,537
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,124,537
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.4%
14
TYPE OF REPORTING PERSON
 
IA

 
2
 
CUSIP NO. 989834 20 5
 
1
NAME OF REPORTING PERSON
 
Karpus Investment Management Profit Sharing Plan Fund C – Growth Common Stock Fund
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
                WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
18,100
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
18,100
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,100
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSIP NO. 989834 20 5
 
1
NAME OF REPORTING PERSON
 
George W. Karpus
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
12,273*
8
SHARED VOTING POWER
 
28,305*
9
SOLE DISPOSITIVE POWER
 
12,273*
10
SHARED DISPOSITIVE POWER
 
28,305*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
40,578*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN
 
_______________
*See Items 2 and 5.
 
 
4
 
CUSIP NO. 989834 20 5
 
1
NAME OF REPORTING PERSON
 
Glen T. Insley
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
5
 
CUSIP NO. 989834 20 5
 
1
NAME OF REPORTING PERSON
 
Arthur Charles Regan
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
6
 
CUSIP NO. 989834 20 5
 
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
Karpus, an independent registered investment advisor, has accumulated 3,124,537 Shares on behalf of accounts that are managed by Karpus (the “Accounts”) under limited powers of attorney, which represents 15.4% of the outstanding Shares. All funds that have been utilized in making such purchases are from such Accounts.
 
The aggregate purchase price of the 3,124,537 Shares beneficially owned by Karpus is approximately $40,865,335, excluding brokerage commissions.
 
The aggregate purchase price of the 18,100 Shares held by Karpus Fund is approximately $241,092, excluding brokerage commissions.
 
The aggregate purchase price of the 22,478 Shares held by Mr. Karpus and the Karpus Entities (excluding the Shares held by Karpus Fund) is approximately $297,384, excluding brokerage commissions.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(a)-(c) is hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 20,278,893 Shares outstanding, which is the total number of Shares outstanding as of June 30, 2015 as reported in the Issuer’s Certified Shareholder Report of Registered Management Investment Companies on Form N-CSR, filed with the Securities and Exchange Commission on September 8, 2015.
 
 
7
 
CUSIP NO. 989834 20 5
 
 
A.
Karpus
 
 
(a)
As of the close of business on February 26, 2016, Karpus beneficially owned the 3,214,537 Shares held in the Accounts.
 
Percentage: Approximately 15.4%
 
 
(b)
1. Sole power to vote or direct vote: 3,124,537
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,124,537
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Karpus since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
 
B.
Karpus Fund
 
 
(a)
As of the close of business on February 26, 2016, Karpus Fund beneficially owned 18,100 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 18,100
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 18,100

 
(c)
Karpus Fund has not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
 
8
 
CUSIP NO. 989834 20 5
 
C.
Mr. Karpus
 
 
(a)
As of the close of business on February 26, 2016, Mr. Karpus, beneficially owned 12,273 Shares. In addition, Mr. Karpus may be deemed to beneficially own the 28,305 Shares held in the Karpus Entities.
 
Percentage: Less than 1 %
 
 
(b)
1. Sole power to vote or direct vote: 12,273
 
2. Shared power to vote or direct vote: 28,305
 
3. Sole power to dispose or direct the disposition: 12,273
 
4. Shared power to dispose or direct the disposition: 28,305

 
(c)
Mr. Karpus has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of the Karpus Entities since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
 
D.
Mr. Insley
 
 
(a)
As of the close of business on February 26, 2016, Mr. Insley did not own any Shares.
 
Percentage: 0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Insley has not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
 
 
9
 
CUSIP NO. 989834 20 5

E.
Mr. Regan
 
 
(a)
As of the close of business on February 26, 2016, Mr. Regan did not own any Shares.
 
Percentage: 0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Regan has not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

 
 
10
 
CUSIP NO. 989834 20 5
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  March 4, 2016

 
KARPUS MANAGEMENT, INC.
     
 
By:
/s/ Daniel Lippincott
   
Name:
Daniel Lippincott
   
Title:
Senior Tax-Sensitive Manager


 
KARPUS INVESTMENT MANAGEMENT PROFIT SHARING PLAN FUND C – GROWTH COMMON STOCK FUND
     
 
By:
/s/ Kathleen F. Crane
   
Name:
Kathleen F. Crane
   
Title:
Chief Financial Officer & Chief Compliance Officer of Karpus Investment Management


 
/s/ George W. Karpus
 
GEORGE W. KARPUS


 
/s/ Glen T. Insley
 
GLEN T. INSLEY


 
/s/ Arthur Charles Regan
 
ARTHUR CHARLES REGAN
 
 
11
 
CUSIP NO. 989834 20 5
 
SCHEDULE A
 
Executive Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management
 
Name
Position & Present Principal Occupation
Business Address
Shares Owned
George W. Karpus
President, CEO, and Chairman of the Board
183 Sully’s Trail, Pittsford, New York 14534
See Above
Kathleen Finnerty Crane
Chief Financial Officer and Chief Compliance Officer
183 Sully’s Trail, Pittsford, New York 14534
100 Shares
Dana R. Consler
Executive Vice President
183 Sully’s Trail, Pittsford, New York 14534
1,125 Shares
Thomas M. Duffy
Vice President
183 Sully’s Trail, Pittsford, New York 14534
None
Sharon L. Thornton
Senior Director of Investments
183 Sully’s Trail, Pittsford, New York 14534
None
Daniel L. Lippincott
Sr. Tax-Sensitive Manager and Director of Investment Personnel
183 Sully’s Trail, Pittsford, New York 14534
None
 
 
 
 
CUSIP NO. 989834 20 5
 
SCHEDULE B
 
Transactions in the Shares Since the Filing of Amendment 1 to the Schedule 13D
 

Nature of the Transaction
Securities
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale

SEPARATELY MANAGED CLIENT ACCOUNTS OF
KARPUS MANAGEMENT, INC., D/B/A/ KARPUS INVESTMENT MANAGEMENT


Purchase of Common Stock
18,361
11.30
2/10/2016
Purchase of Common Stock
43,687
11.11
2/11/2016
Purchase of Common Stock
23,577
11.26
2/12/2016
Purchase of Common Stock
20,500
11.46
2/16/2016
Purchase of Common Stock
17,662
11.69
2/17/2016
Purchase of Common Stock
17,675
11.80
2/18/2016
Purchase of Common Stock
27,032
11.77
2/19/2016
Purchase of Common Stock
69,498
11.97
2/22/2016
Purchase of Common Stock
7,078
12.02
2/23/2016
Sale of Common Stock
(1,175)
11.97
2/24/2016
Purchase of Common Stock
2,600
12.14
2/25/2016
Purchase of Common Stock
11,938
12.28
2/26/2016