ZWEIG TOTAL RETURN FUND INC, DEF 14A, 1998-03-27

ZWEIG TOTAL RETURN FUND INC
DEF 14A, 1998-03-27

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<PAGE>

THE ZWEIG TOTAL RETURN FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
(212) 451-1100

March 31, 1998

Dear Shareholder:

You are invited to attend the Annual Meeting of Shareholders of The Zweig
Total Return Fund, Inc. to be held on Thursday May 14, 1998 at 1:30 P.M. at
The New York Helmsley Hotel, located at 212 East 42nd Street (between Second
and Third Avenues), New York, New York 10017.

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 TOTAL RETURN FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
(212) 451-1100
----------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 14, 1998
----------------

To the Shareholders:

The Annual Meeting of Shareholders of The Zweig Total Return Fund, Inc., a
Maryland corporation (the "Fund"), will be held on Thursday May 14, 1998 at
1:30 P.M. at The New York Helmsley Hotel, located at 212 East 42nd Street
(between Second and Third Avenues), New York, New York for the following
purposes:

(1) To elect three Directors to serve until the Annual Meeting of
Shareholders in 2001, to elect one Director to serve until the
Annual Meeting in 2000, and to elect one Director to serve until
the Annual Meeting in 1999;

(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, 1998; 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 16, 1998 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 31, 1998

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.
<PAGE>

THE ZWEIG TOTAL RETURN FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022

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

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 14, 1998

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

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The Zweig Total Return Fund,
Inc., a Maryland corporation (the "Fund"), for use at the Annual Meeting of
Shareholders to be held at The New York Helmsley Hotel, located at 212 East
42nd Street, New York, New York 10017 on Thursday, May 14, 1998 at 1:30 P.M.,
and at any and all adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting dated March 31, 1998.

If the accompanying form of proxy is properly executed and returned in time
to be voted at the Meeting, the shares will be voted in accordance with the
instructions marked by the shareholder. Executed proxies that are unmarked
will be voted (1) for the election of the five 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,
1998. 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 16, 1998 as
the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting. As of the record date, 78,887,859 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, 1997,
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 16, 1998.

The Fund will furnish, without charge, another copy of the Fund's December
31, 1997 Annual Report to any shareholder who requests it by contacting the
Fund's Administrator, Zweig/Glaser Advisers, 900 Third Avenue, New York, New
York 10022, 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 31, 1998.

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, three Directors will be elected to serve a three-year term
(until the third succeeding Annual Meeting in 2001), one Director will be
elected
<PAGE>

to serve a two-year term (until the second succeeding Annual Meeting in 2000),
and one Director will be elected to serve a one-year term (until the first
succeeding Annual Meeting in 1999). 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 February, 1998, the Board of Directors has nominated Alden C. Olson,
Anthony M. Santomero and Martin E. Zweig, 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 2001, Jeffrey Lazar, whom the Board of Directors elected as
a Director of the Fund at its meeting held in February 1998, for re-election
to the Board, to serve until the second succeeding Annual Meeting in 2000, and
Annemarie Gilly, whom the Board of Directors elected as a Director of the Fund
at its meeting held in February 1998, for re-election to the Board, to serve
until the first succeeding Annual Meeting in 1999.

Background information with respect to the nominees for election and four
Directors whose terms of office will continue after the forthcoming Annual
Meeting appears below.

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, 1998(1)
------- --- ---------------------- --------- ---------------------
<S> <C> <C> <C> <C>
Martin E. Zweig*........ 55 Chairman of the Board and Presi- 1988 69,722(2)(3)(4)(5)
900 Third Avenue dent of the Fund; President and
New York, NY 10022 Director of Zweig Total Return
Advisors, Inc. (the "Adviser");
Chairman of the Board and Presi-
dent of The Zweig Fund, Inc.;
President and Director of Zweig
Advisors Inc.; Consultant to Av-
atar Investors Associates Corp.;
Managing Director of the Manag-
ing General Partner of Zweig-
DiMenna Partners, L.P. and
Zweig-DiMenna Special Opportuni-
ties, L.P.; President and Direc-
tor of Zweig-DiMenna Interna-
tional Managers, Inc.; Chairman
of Zweig/Glaser Advisers; Presi-
dent of Zweig Series Trust;
President and Director of Gotham
Advisors, Inc.; Chairman of Eu-
clid Advisors LLC.; formerly
General Partner of Zweig-Katzen
Investors, L.P.; Member of the
Undergraduate Executive Board of
The Wharton School, University
of Pennsylvania.
Annemarie Gilly*........ 46 First Vice President of Zweig Se- 1998 100(2)(6)
900 Third Avenue ries Trust; First Vice President
New York, N.Y. 10022 of Zweig/Glaser Advisers; First
Vice President of Zweig Securi-
ties Corp.; First Vice President
of Euclid Mutual Funds; Director
of The Zweig Fund, Inc.; for-
merly Vice President of Concord
Financial Group Inc.
Jeffrey Lazar*.......... 38 Vice President and Treasurer of 1998 1,594(2)(7)
900 Third Avenue the Fund; Vice President, Trea-
New York, N.Y. 10022 surer and Secretary of the Ad-
viser; Vice President, Treasurer
and Director of The Zweig Fund,
Inc.; Vice President, Treasurer
and Secretary of Zweig Advisors
Inc.; Vice President of Zweig
Series Trust.
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
SHARES OF FUND
OWNED BENEFICIALLY
SERVED AS AND PERCENT OF TOTAL
DIRECTORS WHOSE TERMS BUSINESS EXPERIENCE DIRECTOR OUTSTANDING SHARES
WILL CONTINUE(8) AGE DURING PAST FIVE YEARS SINCE ON JANUARY 1, 1998(1)
--------------------- --- ---------------------- --------- ---------------------
<S> <C> <C> <C> <C>
Elliot S. Jaffe......... 71 Chairman of the Board and Chief 1988 1,000(2)
30 Dunnigan Drive Executive Officer of The Dress
Suffern, NY 10901 Barn, Inc.; Director of The
Zweig Fund, Inc.; Director of
National Retail Foundation; Di-
rector of Shearson Appreciation
Fund;
Director of Shearson Managed
Governments, Inc.; Director of
Shearson Income Trust; Director
of Shearson Lehman Small Capi-
talization Fund; Director of
Stamford Hospital Foundation;
Member of the Board of Overseers
of The School of Arts and Sci-
ences, University of Pennsylva-
nia; Trustee Teachers College,
Columbia University.
Robert E. Smith*........ 62 Counsel of Rosenman & Colin LLP; 1988 1,000(2)
575 Madison Avenue New Director of The Zweig Fund,
York, NY 10022 Inc.; Director of Ogden Corpora-
tion; formerly Secretary of the
Fund and The Zweig Fund, Inc.
Charles H. Brunie....... 67 Chairman Emeritus of Oppenheimer 1988 12,458(2)
21 Elm Rock Road Bronx- Capital; Chairman Emeritus,
ville, NY 10708 Board of Trustees of the Manhat-
tan Institute for Policy Re-
search.
James B. Rogers, Jr..... 55 Private Investor; Director of The 1988 1,368(2)
352 Riverside Drive New Zweig Fund, Inc.; Chairman of
York, NY 10025 Beeland Interests; Regular Com-
mentator on CNBC; Author of "In-
vestment Biker: On the Road with
Jim Rogers;" Director of Emerg-
ing Markets Brewery Fund; Direc-
tor of Levco Series Trust; Some-
time
Visiting Professor at Columbia
University; Columnist for WORTH
Magazine.
</TABLE>
- --------
*Directors who may be 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 58.08% of
the outstanding common stock of the Adviser. Mr. Smith is considered an
interested person of the Fund and the Adviser because he is Counsel of the law
firm that acts as legal counsel to the Fund

4
<PAGE>

and the Adviser. Ms. Gilly is considered an interested person of the Fund
because of her affiliation with Zweig Securities Corp., a broker-dealer
registered under the Securities Exchange Act of 1934. Mr. Lazar is considered
an interested person of the Fund and the Adviser because he is an officer of
the Fund and the Adviser. In December 1997, Dr. Martin E. Zweig sold 2.482
shares of the Adviser's common stock, representing 2.482% of the Adviser's
outstanding common stock, to Annemarie Gilly (who purchased 0.072 of such
shares), Jeffrey Lazar (who purchased 0.250 of such shares) and other
employees of the Adviser and its affiliates for the aggregate sum of
$316,206.80. Since January 1, 1997, Jeffrey Lazar has purchased an additional
0.212 shares of the Adviser's common stock, representing 0.212% of the
Adviser's outstanding common stock, from the Adviser for $27,008.80.

(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 or her. Fractional shares are rounded off to the nearest whole
share.

(2) Less than 1/2 of 1%.

(3) Includes 37,209 shares owned by an affiliate, as to which he has shared
voting and investment power.

(4) Includes 27,852 shares owned by the Adviser, as to which he has sole
voting and investment power.

(5) Includes 478 shares owned by Dr. Zweig's individual retirement account,
as to which he has sole voting and investment power.

(6) The information with respect to Ms. Gilly's beneficial ownership is as
of March 20, 1998.

(7) Includes 480 shares owned by Mr. Lazar's individual retirement account,
as to which he has sole voting and investment power.

(8) Mr. Jaffe and Mr. Smith will continue in office until the annual meeting
in 1999, and Mr. Brunie and Mr. Rogers will continue in office until the
annual meeting in 2000.

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, 1998.

COMPENSATION OF DIRECTORS AND OFFICERS

During the year ended December 31, 1997, the Fund paid Directors' fees,
aggregating $74,500, to the Directors who were not interested persons of the
Fund or the Adviser. The Fund pays each Director who is not an interested
person of the Fund or the Adviser an annual fee of $10,000 and a fee of $1,500
for attendance at each meeting of the Board of Directors or a committee of the
Board, and reimburses them for their actual out-of-pocket expenses relating to
attendance at such meetings.

Set forth below is the compensation paid by the Fund and The Zweig Fund,
Inc. to current Directors for the year ended December 31, 1997. The Fund does
not pay any pension or retirement benefits to its Directors.

<TABLE>
<CAPTION>
AGGREGATE COMPENSATION TOTAL COMPENSATION FROM
DIRECTOR FROM THE FUND THE FUND AND THE ZWEIG FUND, INC.
- -------- ---------------------- ---------------------------------
<S> <C> <C>
Elliot S. Jaffe....... $19,000 $38,000
Alden C. Olson........ $19,000 $38,000
James B. Rogers, Jr. . $16,000 $32,000
Anthony M. Santomero.. $20,500 $41,000
</TABLE>

5
<PAGE>

Stuart B. Panish, Vice President and Secretary of the Fund, is the only
executive officer of the Fund not disclosed in the above listing of Directors.
Mr. Panish is 41 years old and has been Vice President and Secretary of the
Fund and The Zweig Fund, Inc. since May 1995 and was, on January 1, 1998, 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"),
though 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 Counsel, 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, 1997, and also held one meeting in February, 1998. The Nominating
Committee held one meeting during the year ended December 31, 1997 and met in
advance of the February, 1998 Board meeting, at which time the Nominating
Committee recommended the nominees for re-election to the Board. The Audit
Committee held two meetings during the year ended December 31, 1997 and one
meeting in February, 1998. Each of the nominees and each of the Directors
whose terms will continue after the forthcoming annual meeting (with the
exception of Mr. Brunie) attended at least 75% of the total number of Board
meetings and his or her respective committee meetings held during the 1997
year.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RE-ELECTION
OF THE FIVE NOMINEES TO THE FUND'S BOARD OF DIRECTORS.

6
<PAGE>

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, 1998, 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 the 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 or she 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, 1998.

INVESTMENT ADVISER AND ADMINISTRATOR

Zweig Total Return 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 900 Third Avenue,
New York, New York 10022. Martin E. Zweig and Eugene J. Glaser are the
Chairman and President, respectively, and the principal owners of the
Administrator.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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 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, 1997,
there was compliance with all Section 16(a) reporting requirements applicable
to its reporting persons.

7
<PAGE>

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 and/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 State Street Bank and Trust Company,
the Fund's transfer agent.

PROPOSALS FOR 1999 MEETING

Any proposals of shareholders that are intended to be presented at the
Fund's 1999 Annual Meeting of Shareholders must be received at the Fund's
principal executive offices no later than December 2, 1998, 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 31, 1998

By Order of the Board of Directors
Martin E. Zweig,
Chairman of the Board
3206-PRXY-98

8
<PAGE>

THE ZWEIG TOTAL RETURN FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 14, 1998
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS

The undersigned shareholder of The Zweig Total Return 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 New York Helmsley Hotel, located at 212 East 42nd Street, New
York, New York 10017, on May 14, 1998 at 1:30 P.M., at any and all adjournments
thereof, and to vote at the Annual Meeting 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 [BLACK BOX] OR [X] IN BLUE OR BLACK INK.

1. GRANTING [_] WITHHOLDING [_] authority to vote for the election as
directors of all the nominees listed below:

Annemarie Gilly, Jeffrey Lazar, Alden C. Olson, Anthony M. Santomero and
Martin E. Zweig

(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, 1998. 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:__________________, 1998

______________________________
Signature
______________________________
Signature

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.