<PAGE>
THE ZWEIG FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
(212) 755-9860
March 25, 1996
Dear Shareholder:
You are invited to attend the Annual Meeting of Shareholders of The Zweig
Fund, Inc. to be held on Wednesday, May 15, 1996 at 10:00 A.M. at The St.
Regis Hotel, located at 2 East 55th Street (between Fifth and Madison
Avenues), New York, New York.
This will be our tenth shareholders' meeting and it will give you an
opportunity to hear a report on the Fund and to discuss other matters of
interest to you as a shareholder.
We hope that you will be able to attend the meeting. Whether or not you plan
to attend, please complete, date, sign and mail the enclosed proxy card to
assure that your shares are represented at the meeting.
Martin E. Zweig,
Chairman of the Board
and President
<PAGE>
THE ZWEIG FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
(212) 755-9860
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1996
----------------
To the Shareholders:
The Annual Meeting of Shareholders of The Zweig Fund, Inc., a Maryland
corporation (the "Fund"), will be held on Wednesday, May 15, 1996 at 10:00
A.M. at The St. Regis Hotel, located at 2 East 55th Street (between Fifth and
Madison Avenues), New York, New York for the following purposes:
(1) To elect two Directors to serve until the Annual Meeting of
Shareholders in 1999, and until their respective successors are
elected and qualify, and to elect one Director to serve until the
Annual Meeting of Shareholders in 1998, and until his successor is
elected and qualifies;
(2) To ratify the selection of Coopers & Lybrand L.L.P. as independent
certified public accountants of the Fund for the year ending December
31, 1996; and
(3) To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Shareholders of record as of the close of business on March 15, 1996 are
entitled to notice of and will be entitled to vote at the Meeting and at any
and all adjournments thereof.
By Order of the Board of Directors
Martin E. Zweig,
Chairman of the Board
New York, New York
March 25, 1996
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IMPORTANT:
YOU ARE INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING IN PERSON, YOU ARE REQUESTED TO COMPLETE, DATE AND SIGN THE
ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, WHICH
IS ADDRESSED FOR YOUR CONVENIENCE AND REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD MAY SAVE THE
FUND THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ASSURE A QUORUM
AT THE MEETING. A PROXY WILL NOT BE REQUIRED FOR ADMISSION TO THE MEETING.
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<PAGE>
THE ZWEIG FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1996
----------------
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The Zweig Fund, Inc., a
Maryland corporation (the "Fund"), for use at the Annual Meeting of
Shareholders to be held at The St. Regis Hotel, located at 2 East 55th Street,
New York, New York, on Wednesday, May 15, 1996 at 10:00 A.M., and at any and
all adjournments thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting dated March 25, 1996.
If the accompanying form of proxy is properly executed and returned in time
to be voted at the Meeting, the shares covered thereby will be voted in
accordance with the instructions marked thereon by the shareholders. Executed
proxies that are unmarked will be voted (1) for the election of the three
nominees of the Board of Directors as Directors of the Fund, and (2) for the
proposal to ratify the Board of Directors' selection of Coopers & Lybrand
L.L.P. as independent certified public accountants of the Fund for the year
ending December 31, 1996. A shareholder can revoke the proxy prior to its use
by appearing at the Meeting and voting in person, by giving written notice of
such revocation to the Secretary of the Fund, or by returning a subsequently
dated proxy.
The Board of Directors has fixed the close of business on March 15, 1996 as
the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting. As of the record date, 50,034,711 shares of the
Fund's common stock were outstanding. To the best of the Fund's knowledge, no
person beneficially owns more than five percent of the outstanding shares of
the common stock of the Fund.
The Annual Report of the Fund for the year ended December 31, 1995,
including financial statements, has been mailed to shareholders of record at
the close of business on that date, and to persons who became shareholders of
record between that time and the close of business on March 15, 1996.
The Fund will furnish, without charge, another copy of the Fund's December
31, 1995 Annual Report to any shareholder who requests it by contacting the
Fund's Administrator, Zweig/Glaser Advisers, 5 Hanover Square, New York, New
York 10004, Attention: Shareholder Services; Toll-free telephone number 1-800-
272-2700.
This Proxy Statement and the accompanying form of proxy will be first sent
to shareholders on or about March 25, 1996.
PROPOSAL 1
ELECTION OF DIRECTORS
The members of the Fund's Board of Directors are divided into three classes
with the term of office of one class expiring each year. At the forthcoming
Annual Meeting, two Directors will be elected to serve
1
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a three-year term (until the third succeeding Annual Meeting in 1999) and
until their respective successors are duly elected and qualify, and one
Director will be elected to serve a two-year term (until the second succeeding
Annual Meeting in 1998) and until his successor is duly elected and qualifies.
Unless authority to vote for the election of Directors is withheld, the
enclosed proxy will be voted for the election of the nominees named below.
While management has no reason to believe that the nominees will not be
available as candidates, should such a situation arise, proxies may be voted
for the election of such other persons as a Director, as the holders of the
proxies may, in their discretion, determine.
The Board of Directors has appointed a Nominating Committee which makes
annual recommendations as to the individuals to be nominated by the Board of
Directors for election as Directors at the forthcoming Annual Meeting and
selects candidates for election by the Board of Directors to fill any
vacancies in the Board of Directors, including those resulting from an
increase in the number of Directors. The Nominating Committee consists of at
least two Directors who are not "interested persons" (as defined in the
Investment Company Act of 1940, as amended) of the Fund or the Fund's
investment adviser.
Based on the recommendations made by the Nominating Committee at its meeting
held in January, 1996, the Board of Directors has nominated Elliot S. Jaffe
and Robert E. Smith, each of whom is presently a Director of the Fund, for re-
election to the Board, to serve until the third succeeding Annual Meeting in
1999, and until their respective successors are duly elected and qualify, and
Alden C. Olson, who is presently a Director of the Fund, for re-election to
the Board, to serve until the second succeeding Annual Meeting in 1998, and
until his successor is duly elected and qualifies.
Background information with respect to the nominees for election and five
Directors whose terms of office will continue after the forthcoming Annual
Meeting appears below.
<TABLE>
<CAPTION>
SHARES OF FUND
OWNED BENEFICIALLY
SERVED AS AND PERCENT OF TOTAL
BUSINESS EXPERIENCE DIRECTOR OUTSTANDING SHARES
NOMINEE AGE DURING PAST FIVE YEARS SINCE ON JANUARY 1, 1996(1)
------- --- ---------------------- --------- ---------------------
<S> <C> <C> <C> <C>
Elliot S. Jaffe......... 69 Chairman of the Board and Chief 1988 2,400(2)
30 Dunnigan Drive Executive Officer of The Dress
Suffern, NY 10901 Barn, Inc.; Director of The
Zweig Total Return Fund, Inc.;
Director of Shearson Apprecia-
tion Fund; Director of Shearson
Managed Governments, Inc.; Di-
rector of Shearson Income Trust;
Director of Shearson Lehman
Small Capitalization Fund; Di-
rector of Stamford Hospital
Foundation; Member of the Board
of Overseers of The School of
Arts and Sciences, University of
Pennsylvania.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF FUND
OWNED BENEFICIALLY
SERVED AS AND PERCENT OF TOTAL
BUSINESS EXPERIENCE DIRECTOR OUTSTANDING SHARES
NOMINEE AGE DURING PAST FIVE YEARS SINCE ON JANUARY 1, 1996(1)
------- --- ---------------------- --------- ---------------------
<S> <C> <C> <C> <C>
Robert E. Smith*........ 60 Partner of Rosenman & Colin LLP; 1986 38,394(2)(3)
575 Madison Avenue Director of The Zweig Total Re-
New York, NY 10022 turn Fund, Inc.; Director of
Ogden Corporation; formerly Sec-
retary of the Fund and The Zweig
Total Return Fund, Inc.
Alden C. Olson.......... 67 Director of The Zweig Total Re- 1996 1,000(2)(4)
2711 Ramparte Path turn Fund, Inc.; Director of
Holt, Michigan 48842 First National Bank of Michigan;
formerly, Professor of Financial
Management, Investments at Mich-
igan State University
<CAPTION>
DIRECTORS WHOSE TERMS
WILL CONTINUE(10) AGE
--------------------- ---
<S> <C> <C> <C> <C>
Edward S. Babbitt, Jr.*. 52 President and Director of Avatar 1986 5,513(2)(5)
900 Third Avenue Investors Associates Corp.; Di-
New York, NY 10022 rector of Zweig Securities Advi-
sory Service, Inc.; General
Partner of BK Partners; Director
of RYMAC Mortgage Investment
Corp.; formerly Vice President
of the Fund; formerly Vice Pres-
ident and Director of Zweig Ad-
visors Inc.; Director and for-
merly Vice President of The
Zweig Total Return Fund, Inc.;
formerly Vice President and Di-
rector of Zweig Total Return Ad-
visors, Inc.
Eugene J. Glaser*....... 55 Chairman and Chief Executive Of- 1986 -- (6)
5 Hanover Square ficer of Zweig Series Trust;
New York, NY 10004 President of Zweig/Glaser Advis-
ers; President and Director of
Zweig Securities Corp.
James B. Rogers, Jr. ... 53 Private Investor; Director of The 1986 3,796(2)
352 Riverside Drive Zweig Total Return Fund, Inc.;
New York, NY 10025 Chairman of Beeland Interests;
Regular Commentator on CNBC; Au-
thor of "Investment Biker: On
the Road with Jim Rogers"; Di-
rector of Emerging Markets Brew-
ery Fund.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF FUND
OWNED BENEFICIALLY
DIRECTORS WHOSE SERVED AS AND PERCENT OF TOTAL
TERMS WILL BUSINESS EXPERIENCE DIRECTOR OUTSTANDING SHARES
CONTINUE(10) AGE DURING PAST FIVE YEARS SINCE ON JANUARY 1, 1996(1)
--------------- --- ---------------------- --------- ---------------------
<S> <C> <C> <C> <C>
Anthony M. Santomero.... 49 Richard K. Mellon Professor of 1986 2,000(2)
Steinberg-Dietrich Hall Finance, The Wharton School,
Wharton School University of Pennsylvania; Di-
University of Pennsyl- rector of The Zweig Total Return
vania Fund, Inc.; Director of Munici-
Philadelphia, PA 19104 pal Fund for New York Investors;
Director of Municipal Fund for
California Investors; Trustee of
Compass Capital Funds.
Martin E. Zweig*........ 53 Chairman of the Board and Presi- 1986 81,154(7)(8)(9)
900 Third Avenue dent of the Fund; President and
New York, NY 10022 Director of Zweig Advisors Inc.
(the "Adviser"); Chairman of the
Board and President of The Zweig
Total Return Fund, Inc.; Presi-
dent and Director of Zweig Total
Return Advisors, Inc.; President
and Director of Zweig Securities
Advisory Service, Inc.; Co-
Chairman of Research of Avatar
Investors Associates Corp.; Man-
aging Director of the Managing
General Partner of Zweig-DiMenna
Partners, L.P. and Zweig-DiMenna
Special Opportunities, L.P.;
President and Director of Zweig-
DiMenna International Managers,
Inc.; Chairman of Zweig/Glaser
Advisers; President of Zweig Se-
ries Trust; President and Direc-
tor of Gotham Advisors, Inc. and
Euclid Advisors, Inc.; formerly
General Partner of Zweig-Katzen
Investors, L.P.; Member of
the Undergraduate Executive
Board of The Wharton School,
University of Pennsylvania.
</TABLE>
- --------
* Directors considered to be "Interested Persons," as that term is defined
in the Investment Company Act of 1940, as amended (the "Act"). Dr. Zweig is
considered an interested person of the Fund and the Adviser because he is an
officer and director of the Fund and the Adviser and owns 63.75% of the
outstanding common stock of the Adviser. Mr. Babbitt is considered an
interested person of the Fund and the Adviser because of, among other things,
his affiliation with Zweig Securities Corp., a broker-dealer registered under
the Securities Exchange Act of 1934. Mr. Smith is considered an interested
person of the Fund and the Adviser because he is a partner of the law firm
that acts as legal counsel to the Fund and the Adviser. Mr. Glaser is
considered an interested person of the Fund because
4
<PAGE>
of his ownership of 7.40% of the outstanding common stock of the Adviser and
his affiliation with Zweig Securities Corp., a broker-dealer registered under
the Securities Exchange Act of 1934. In January 1996, Mr. Babbitt sold 21.84
shares of the Adviser's common stock, representing 20.45% of the Adviser's
outstanding common stock, to Dr. Zweig (who purchased 15.07 of such shares)
and another shareholder of the Adviser for the aggregate sum of $3,908,617.
(1) The information as to beneficial ownership is based on statements
furnished to the Fund by the Directors. Except as otherwise indicated, each
person has sole voting and investment power with respect to the shares listed
as owned by him. Fractional shares are rounded off to the nearest whole share.
(2) Less than 1/2 of 1%.
(3) Includes 36,894 shares held by him as co-trustee for Dr. Zweig's sons,
as to which he has shared voting and investment power.
(4) The information with respect to Professor Olson's beneficial ownership
is as of February 29, 1996. Includes 300 shares owned by his individual
retirement account.
(5) Includes 5,513 shares owned by Mr. Babbitt's individual retirement
account, as to which he has sole voting and investment power. Does not include
5,513 shares owned by his wife's individual retirement account, as to which he
disclaims beneficial ownership.
(6) Does not include 5,859 shares owned by Mr. Glaser's wife, nor 392 shares
owned by a daughter, as to all of which he disclaims beneficial ownership.
(7) Includes 37,446 shares owned by the Adviser, as to which he has sole
voting and investment power.
(8) Does not include 36,894 shares held by him as co-trustee for his sons,
as to which he disclaims beneficial ownership.
(9) Includes 27,313 shares owned by Dr. Zweig's individual retirement
account, as to which he has sole voting and investment power.
(10) Messrs. Babbitt, Glaser and Rogers will continue in office until the
Annual Meeting in 1997, and until their respective successors are duly elected
and qualify, and Messrs. Santomero and Zweig will continue in office until the
Annual Meeting in 1998, and until their respective successors are duly elected
and qualify.
SHARE OWNERSHIP
Directors and officers of the Fund, as a group, owned beneficially less than
1/2 of 1% of the outstanding shares of the common stock of the Fund on January
1, 1996.
COMPENSATION OF DIRECTORS AND OFFICERS
During the year ended December 31, 1995, the Fund paid Directors' fees,
aggregating $51,000, to the Directors who were not interested persons of the
Adviser. The Fund pays each Director who is not an interested person of the
Adviser an annual fee of $8,000 and a fee of $1,000 for attendance at each
meeting of the Board of Directors or a committee of the Board. The Fund also
reimburses its Directors for their actual out-of-pocket expenses relating to
attendance at such meetings.
5
<PAGE>
Set forth below is the compensation paid by the Fund and The Zweig Total
Return Fund, Inc. to current Directors for the year ended December 31, 1995.
The Fund does not pay any pension or retirement benefits to its Directors.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE FROM THE FUND AND
COMPENSATION THE ZWEIG TOTAL
DIRECTOR FROM THE FUND RETURN FUND, INC.
-------- ------------- ------------------
<S> <C> <C>
Elliot S. Jaffe................................ $14,000 $28,000
James B. Rogers, Jr. .......................... $13,000 $26,000
Anthony M. Santomero........................... $15,000 $30,000
</TABLE>
Jeffrey Lazar, Vice President and Treasurer of the Fund, and Stuart B.
Panish, Vice President and Secretary of the Fund, are the only executive
officers of the Fund not disclosed in the above listing of Directors. Mr.
Lazar has been an officer of the Fund since 1987. Mr. Lazar is 36 years old
and was, on January 1, 1996, the beneficial owner of 1,584 shares of the
common stock of the Fund, of which 961 shares are owned through his individual
retirement account. Mr. Lazar is Vice President, Treasurer and Secretary of
the Adviser. He is also Vice President and Treasurer of The Zweig Total Return
Fund, Inc. and Vice President, Treasurer and Secretary of its investment
adviser, Zweig Total Return Advisors, Inc. Mr. Panish is 39 years old and has
been Vice President and Secretary of the Fund and The Zweig Total Return Fund,
Inc. since May 1995 and was, on January 1, 1996, the owner of 200 shares of
the common stock of the Fund. Prior to becoming counsel to the Adviser and
certain of its affiliates in June 1993, Mr. Panish was Special Counsel--
Securities at Rosenman & Colin LLP. Several of the Fund's officers and
Directors are also officers and directors of the Adviser and/or affiliated
with the Administrator and participate in the fees paid to the Adviser and/or
the Administrator (see "Investment Adviser and Administrator"), although the
Fund will make no direct payments to them. The Adviser and the Administrator
pay the compensation and certain expenses of their personnel who serve as
Directors and officers of the Fund. Rosenman & Colin LLP, of which Robert E.
Smith is a partner, represented the Fund in connection with its initial public
offering in 1986 and represents the Fund in connection with various legal
matters.
COMMITTEES AND BOARD OF DIRECTORS' MEETINGS
The Board of Directors has a standing Audit Committee, which consists of
Messrs. Jaffe, Olson and Santomero, each of whom is not an interested person
of the Fund. The Audit Committee's primary functions include recommending the
Fund's independent certified public accountants for selection by the Board and
ratification by the shareholders and reviewing the scope of the annual audit
conducted by such accountants.
Messrs. Rogers and Santomero, each of whom is not an interested person of
the Fund, and Mr. Smith are members of the Nominating Committee of the Board
of Directors, which considers candidates for election to fill vacancies on the
Board of Directors. The Nominating Committee will consider recommendations
from shareholders for possible nominees. Such recommendations should be
accompanied by a biography of the recommended candidate and should be
submitted to the Secretary of the Fund. The Fund has no standing compensation
committee.
The Board of Directors of the Fund held four meetings during the year ended
December 31, 1995. The Board of Directors held one meeting in February, 1996.
The Nominating Committee held one meeting during the year ended December 31,
1995 and met in advance of the February, 1996 Board meeting, at which time the
Nominating Committee recommended the nominees for re-election to the
6
<PAGE>
Board. The Audit Committee held two meetings during the year ended December
31, 1995 and one meeting in February, 1996. Each of the nominees and each of
the Directors whose terms will continue after the forthcoming annual meeting
attended at least 75% of the total number of Board meetings and his respective
committee meetings held during the 1995 year.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RE-ELECTION
OF THE THREE NOMINEES TO THE FUND'S BOARD OF DIRECTORS.
PROPOSAL 2
RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
At the recommendation of the Audit Committee, the Board of Directors of the
Fund, including a majority of the Directors who are not interested persons of
the Fund, has selected the firm of Coopers & Lybrand L.L.P. to serve as
independent certified public accountants of the Fund for the year ending
December 31, 1996, subject to the right of the Fund by vote of a majority of
the outstanding voting securities of the Fund (which is defined in the Act to
mean the lesser of either (a) the vote of 67% or more of the shares of the
Fund present at a meeting, if the holders of more than 50% of the outstanding
shares are present or represented by proxy, or (b) the vote of more than 50%
of the outstanding shares) at any meeting called for the purpose to terminate
such employment immediately without penalty. The Board's selection is
submitted to the shareholders for ratification or rejection.
Services performed by Coopers & Lybrand L.L.P. during the most recent year
included audit of the financial statements of the Fund and services related to
filings with the Securities and Exchange Commission. The Fund knows of no
direct or indirect financial interest of such firm in the Fund.
A representative of Coopers & Lybrand L.L.P. is expected to be present at
the Meeting and will have the opportunity to make a statement if he so desires
and to respond to questions from shareholders. Ratification of the selection
of Coopers & Lybrand L.L.P. requires the affirmative vote of a majority of the
votes cast at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 1996.
INVESTMENT ADVISER AND ADMINISTRATOR
Zweig Advisors Inc., with its principal business office located at 900 Third
Avenue, New York, New York 10022, is the Fund's investment adviser.
Zweig/Glaser Advisers (the "Administrator") serves as the Fund's
administrator. The Administrator's offices are located at 5 Hanover Square,
New York, New York 10004. Martin E. Zweig and Eugene J. Glaser are the
Chairman and President, respectively, and the principal owners of the
Administrator.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires, among other
persons, the officers and directors of the Fund and the Adviser to file
reports of ownership and changes in ownership of the
7
<PAGE>
shares of common stock of the Fund with the Securities and Exchange Commission
and the New York Stock Exchange. The Securities and Exchange Commission's
regulations also require such reporting persons to furnish the Fund with
copies of all Section 16(a) forms they file. Based on its review of these
reports and on written representations from the reporting persons that no
other reports were required, the Fund believes that, during the year ended
December 31, 1995, there was compliance with all Section 16(a) reporting
requirements applicable to its reporting persons.
ADDITIONAL INFORMATION
OTHER MATTERS
The Board of Directors knows of no matters to be presented at the Meeting
other than those specified in the accompanying Notice of Annual Meeting.
However, if any other matter is properly presented before the Meeting, it is
the intention of the persons named as proxies to vote in accordance with their
best judgment.
EXPENSES
The Fund will bear the expense of the Meeting, including preparation,
printing and mailing of the enclosed form of proxy and accompanying Notice of
Annual Meeting and this Proxy Statement. The Fund, upon request, will
reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the Fund's
common stock. In order to obtain the necessary quorum at the Meeting,
supplementary solicitation may be made by mail, telephone or personal
interviews by officers or employees of the Fund or Adviser.
VOTE REQUIRED
The election of Directors (Proposal 1) requires a plurality of the votes
cast at the Meeting. The ratification of the selection of the independent
certified public accountants (Proposal 2) requires the affirmative vote of a
majority of the votes cast at the Meeting. The following principles of
Maryland law apply to the voting of shares of common stock at the Meeting. The
presence in person or by proxy of shareholders entitled to vote a majority of
the outstanding shares will constitute a quorum. Shares represented by proxy
or in person at the Meeting, including shares represented by proxies that
reflect abstentions, will be counted as present in the determination of a
quorum. An abstention as to any particular matter, however, does not
constitute a vote "for" or "against" and will be disregarded in calculating
the votes cast as to such matter. "Broker non-votes" (i.e., where a broker or
nominee submits a proxy specifically indicating the lack of discretionary
authority to vote on a matter) will be treated in the same manner as
abstentions. Votes will be tabulated by The Bank of New York, the Fund's
transfer agent.
PROPOSALS FOR 1997 MEETING
Any proposals of shareholders that are intended to be presented at the
Fund's 1997 Annual Meeting of Shareholders must be received at the Fund's
principal executive offices no later than November 26, 1996, and must comply
with all other legal requirements in order to be included in the Fund's proxy
statement and form of proxy for that meeting.
New York, New York
March 25, 1996
By Order of the Board of Directors
Martin E. Zweig,
Chairman of the Board
8
<PAGE>
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THE ZWEIG FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1996
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned shareholder of The Zweig Fund, Inc., a Maryland corporation
(the "Fund"), hereby appoints MARTIN E. ZWEIG and JEFFREY LAZAR, and each of
them, with full power of substitution and revocation, as proxies to represent
the undersigned at the Annual Meeting of Shareholders of the Fund to be held at
The St. Regis Hotel, located at 2 East 55th Street, New York, New York, on May
15, 1996 at 10:00 A.M., at any and all adjournments thereof, and thereat to
vote all shares of the Fund which the undersigned would be entitled to vote,
with all powers the undersigned would possess if personally present in
accordance with the instructions on the reverse side of this proxy.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF ALL NOMINEES AS DIRECTORS, FOR THE OTHER PROPOSAL AND IN THE
DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY
COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF. THE UNDERSIGNED
ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT.
(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE.)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
PLEASE MARK BOXES [*] OR [X] IN BLUE OR BLACK INK.
1. GRANTING [_] WITHHOLDING [_] authority to vote for the election as
directors of all the nominees listed below:
Elliot S. Jaffe, Alden C. Olson and Robert E. Smith
(Instructions: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name.)
2. With respect to the proposal to ratify the selection of Coopers & Lybrand
L.L.P. as independent certified public accountants of the Fund for the year
ending December 31, 1996. FOR [_] AGAINST [_] ABSTAIN [_]
3. In their discretion, on such other matters as may properly come before the
meeting and any adjournments thereof.
Please sign exactly as name or names
appear on this proxy. If stock is held
jointly, each holder should sign. If
signing as attorney, trustee, executor,
administrator, custodian, guardian or
corporate officer, please give full
title.
Dated: _______________________, 1996
____________________________________
Signature
____________________________________
Signature
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
- --------------------------------------------------------------------------------
