<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
The Zweig Total Return Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
THE ZWEIG FUND, INC.
THE ZWEIG TOTAL RETURN FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
March 25, 1999
DEAR SHAREHOLDER:
You are cordially invited to attend the Joint Annual Meeting of Shareholders
of The Zweig Fund, Inc. ("ZF") and The Zweig Total Return Fund, Inc. ("ZTR") to
be held on Wednesday, May 5, 1999 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 meeting will give you an opportunity to hear a report on the Funds 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. In some instances, if
you own shares in both ZF and ZTR, you may receive separate proxy statements and
proxy cards for each Fund. Please return all proxy cards that you may receive.
MARTIN E. ZWEIG,
CHAIRMAN OF THE BOARD
AND PRESIDENT OF
THE ZWEIG FUND, INC. AND
THE ZWEIG TOTAL RETURN FUND, INC.
<PAGE>
THE ZWEIG FUND, INC.
THE ZWEIG TOTAL RETURN FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
-----------------
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
MAY 5, 1999
-------------------
TO THE SHAREHOLDERS:
The Joint Annual Meeting of Shareholders of The Zweig Fund, Inc., a Maryland
corporation ("ZF"), and The Zweig Total Return Fund, Inc., a Maryland
corporation ("ZTR"), will be held Wednesday, May 5, 1999 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. ELECT DIRECTORS:
(a) With respect to ZF, to elect one Director to serve until the Annual
Meeting of Shareholders in 2002, and to elect one Director to serve
until the Annual Meeting of Shareholders in 2000.
(b) With respect to ZTR, to elect one Director to serve until the Annual
Meeting of Shareholders in 2002.
2. INDEPENDENT ACCOUNTANTS:
(a) With respect to ZF, to ratify the selection of PricewaterhouseCoopers
LLP as independent accountants of ZF for the year ending December 31,
1999.
(b) With respect to ZTR, to ratify the selection of
PricewaterhouseCoopers LLP as independent accountants of ZTR for the
year ending December 31, 1999.
3. OTHER BUSINESS: To transact such other business as may properly come
before the Meeting or any adjournments thereof.
Shareholders of record of ZF and/or ZTR as of the close of business on March
10, 1999 are entitled to notice of and will be entitled to vote at the Meeting
and all adjournments thereof.
By Order of the Boards of Directors of
The Zweig Fund, Inc. and
The Zweig Total Return Fund, Inc.
MARTIN E. ZWEIG,
CHAIRMAN OF THE BOARD
New York, New York
March 25, 1999
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 FUNDS 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 FUND, INC.
THE ZWEIG TOTAL RETURN FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
-----------------
JOINT PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 5, 1999
-------------------
This Joint Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of
the Boards of Directors of The Zweig Fund, Inc., a Maryland corporation ("ZF"),
and The Zweig Total Return Fund, Inc., a Maryland corporation ("ZTR"), for use
at the Joint 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 5, 1999 at
10:00 A.M., and at any and all adjournments thereof, for the purposes set forth
in the accompanying Notice of Joint Annual Meeting dated March 25, 1999.
The Meeting is scheduled as a joint meeting of the respective shareholders
of ZF and ZTR (the "Funds") because the shareholders of both Funds are expected
to consider and vote on similar matters. The Boards of Directors of the Funds
have determined that the use of a joint proxy statement for the Meeting is in
the best interest of the shareholders of both Funds. In the event that any
shareholder of a Fund present at the Meeting objects to the holding of a joint
meeting and moves for adjournment of such Fund's meeting to immediately after
the Meeting, so that such Fund's meeting may be held separately, the persons
named as proxies will vote in favor of such adjournment. Shareholders of each
Fund will vote separately on each of the proposals relating to their respective
Fund, and an unfavorable vote on a proposal by the shareholders of one Fund will
not affect the implementation by the other Fund of such proposal if the
shareholders of such other Fund approve the proposal.
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 ZF proxies that are unmarked
will be voted (1) for the election of the two nominees of the Board of Directors
as Directors of the Fund, and (2) for the proposal to ratify the Board of
Directors' selection of PricewaterhouseCoopers LLP as independent accountants of
ZF for the year ending December 31, 1999. Executed ZTR proxies that are unmarked
will be voted (1) for the election of the one nominee of the Board of Directors
as Director of the Fund, and (2) for the proposal to ratify the Board of
Directors' selection of PricewaterhouseCoopers LLP as independent accountants of
ZTR for the year ending December 31, 1999. 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 Funds, or by returning
a subsequently dated proxy.
The Boards of Directors of the Funds have fixed the close of business on
March 10, 1999 as the record date for the determination of shareholders entitled
to notice of and to vote at the Meeting. As of the record date, 60,135,622
shares of ZF's common stock were outstanding, and 90,054,212 shares of ZTR's
common stock were outstanding. To the best of the Funds' knowledge, no person
beneficially owns more than five percent of the outstanding shares of either
Fund's common stock.
The Annual Reports of the Funds for the year ended December 31, 1998,
including financial statements, have 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 10, 1999.
Each Fund will furnish, without charge, another copy of the Fund's December
31, 1998 Annual Report to any shareholder who requests it by contacting the
Fund's Administrator, Zweig/Glaser Advisers LLC, 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 25, 1999.
1
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The members of the Board of Directors of ZF and ZTR are divided into three
classes with the term of office of one class expiring each year. At the
forthcoming Annual Meeting, one ZF and one ZTR Director will be elected to serve
a three-year term (until the third succeeding Annual Meeting in 2002), and one
ZF Director will be elected to serve a one year term (until the first succeeding
Annual Meeting in 2000). 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.
Each Fund's Board of Directors has appointed a Nominating Committee which
makes annual recommendations as to the individuals to be nominated by such
Fund's 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. Each Fund's 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 such Fund or its investment
adviser.
Based on the recommendations made by the ZF Nominating Committee at its
meeting held in February, 1999, the Board of Directors of ZF has nominated
Elliot S. Jaffe, who is presently a Director of ZF, for re-election to the ZF
Board, to serve until the third succeeding Annual Meeting in 2002, and Charles
H. Brunie, whom the Board of Directors elected as a Director of ZF at its
meeting held in September 1998, for re-election to the ZF Board, to serve until
the first succeeding Annual Meeting in 2000. Based on the recommendations made
by the ZTR Nominating Committee at its meeting held in February, 1999, the Board
of Directors of ZTR has nominated Elliot S. Jaffe, who is presently a Director
of ZTR, for re-election to the ZTR Board, to serve until the third succeeding
Annual Meeting in 2002.
Background information with respect to the current Directors appears below.
<TABLE>
<CAPTION>
SHARES
BUSINESS EXPERIENCE OF FUND
NAME, ADDRESS AND AGE(1) DURING THE PAST FIVE YEARS OWNED(2)
- ------------------------------------ -------------------------------------------------------- -----------------
<S> <C> <C>
Martin E. Zweig* ................... Chairman of the Board and President of ZF since 1986 and ZF-88,018 (3)
900 Third Avenue Chairman of the Board and President of ZTR since 1988; ZTR-76,324(4)
New York, New York 10022 President of Zweig Consulting LLC (the "Sub-Adviser")
56 and Phoenix-Zweig Trust; Managing Director of Zweig-
DiMenna Associates LLC; President of Zweig-DiMenna
International Managers, Inc., Zweig Associates, Inc.
and Gotham Advisors, Inc.; Shareholder, Watermark
Securities, Inc.; formerly President and Director of
Zweig Advisors Inc. (the "ZF Adviser") and Zweig Total
Return Advisors, Inc. (the "ZTR Adviser"); formerly
Chairman of Zweig/Glaser Advisers and Euclid Advisors
LLC; Member of the Undergraduate Executive Board of
The Wharton School, University of Pennsylvania.
Charles H. Brunie .................. Director of ZF since 1998 and Director of ZTR since ZF-10,000
21 Elm Rock Road 1988; Chairman Emeritus of Oppenheimer Capital; and ZTR-14,251
Bronxville, NY 10708 Chairman Emeritus, Board of Trustees of the Manhattan
68 Institute for Policy Research.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES
BUSINESS EXPERIENCE OF FUND
NAME, ADDRESS AND AGE(1) DURING THE PAST FIVE YEARS OWNED(2)
- ------------------------------------ -------------------------------------------------------- -----------------
Elliot S. Jaffe .................... Director of ZF and ZTR since 1988; Chairman and Chief ZF-2,400
30 Dunnigan Drive Executive Officer of The Dress Barn, Inc.; Director of ZTR-1,000
Suffern, NY 10901 National Retail Federation; Director of Shearson
72 Appreciation Fund; Director of Shearson Managed
Governments, Inc.; Director of Shearson Income Trust;
Director of Shearson Lehman Small Capitalization Fund;
Director of Stamford Hospital Foundation; Member of
the Board of Overseers of The School of Arts and
Sciences, University of Pennsylvania; Trustee Teachers
College, Columbia University.
<S> <C> <C>
Alden C. Olson ..................... Director of ZF and ZTR since 1996; Chartered Financial ZF-2,000(5)
2711 Ramparte Path Analyst; formerly Director of First National Bank of ZTR-2,000
Holt, Michigan 48842 Michigan; formerly Professor of Financial Management,
70 Investments at Michigan State University.
James B. Rogers, Jr. ............... Director of ZF since 1986 and Director of ZTR since ZF-4,449
352 Riverside Drive 1988; Private Investor; Chairman of Beeland Interests; ZTR-1,563
New York, NY 10025 Regular Commentator on CNBC; Author of "Investment
56 Biker: On the Road with Jim Rogers"; Director of
Emerging Markets Brewery Fund; Director of Levco
Series Trust; Sometimes Visiting Professor at Columbia
University; Columnist for WORTH Magazine.
Anthony M. Santomero ............... Director of ZF since 1986 and Director of ZTR since ZF-3,000
Steinberg-Dietrich Hall 1988; Richard K. Mellon Professor of Finance, The ZTR-2,000
Wharton School Wharton School, University of Pennsylvania; Trustee of
University of Pennsylvania Blackrock Funds; formerly Director of Municipal Fund
Philadelphia, PA 19104 for New York Investors; formerly Director of Municipal
52 Fund for California Investors; formerly Trustee of
Compass Capital Funds.
</TABLE>
- ---------
* Director considered to be an "Interested Person," as that term is defined
in the Investment Company Act of 1940, as amended (the "Act"). Dr. Zweig is
considered an interested person of both ZF and ZTR because, among other things,
he is an officer of each Fund. In September 1998, Dr. Zweig sold 3.6645 shares
of ZF Adviser's common stock, representing 3.43% of ZF Adviser's outstanding
common stock, to various employees of ZF Adviser and its affiliates for the
aggregate sum of $624,591.34, and he sold 5.0295 shares of ZTR Adviser's common
stock, representing 5.0295% of ZTR Adviser's outstanding common stock, to
various employees of ZTR Adviser and its affiliates for the aggregate sum of
$610,246.03. On March 1, 1999, the shareholders of ZF Adviser and ZTR Adviser
sold their shares of common stock in such Advisers to Phoenix Investment
Partners, Ltd. ("Phoenix"), a large, diversified financial services organization
which is a 60%-owned indirect subsidiary of Phoenix Home Life Mutual Insurance
Company. In such transaction, Dr. Zweig sold 58.5225 shares of ZF Adviser's
common stock, representing 54.81% of ZF Adviser's outstanding common stock, to
Phoenix for the aggregate sum of approximately $16,182,718.66, and sold 50.853
shares of ZTR Adviser's common stock, representing 50.853% of ZTR Adviser's
outstanding common stock, to Phoenix for the aggregate sum of $9,384,586.03 (in
each case, without giving effect to certain contingent payments).
(1) The terms of the ZF Directors who are not nominees at the current annual
meeting are: Mr. Rogers who will continue in office until the annual meeting in
2000; Professors Olson and Santomero and Dr. Zweig who will continue in office
until the annual meeting in 2001. The terms of
3
<PAGE>
the ZTR Directors who are not nominees at the current annual meeting are: Mr.
Brunie and Mr. Rogers who will continue in office until the annual meeting in
2000; Professors Olson and Santomero and Dr. Zweig who will continue in office
until the annual meeting in 2001.
In order to comply with the provisions of Section 15(f) of the Act, which
requires that, for a period of three years after the sale of an investment
adviser's stock, at least 75% of the investment company's directors must be
"independent" -- I.E., not interested persons of the investment adviser, Eugene
J. Glaser, Annemarie Gilly, Jeffrey Lazar and Robert E. Smith resigned as
Directors of ZF and ZTR on March 1, 1999, the date on which Phoenix acquired the
stock of ZF Adviser and ZTR Adviser.
(2) The information as to beneficial ownership is based on statements
furnished to each Fund by its Directors and reflects ownership as of January 1,
1999. 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. The Directors and officers of ZF and
ZTR, as a group, beneficially own less than 1% of the outstanding shares of each
Fund.
(3) Does not include 57,374 ZF shares held by Dr. Zweig as co-trustee for
his sons, as to which he disclaims beneficial ownership. Includes 21,217 ZF
shares owned by Dr. Zweig's individual retirement account, as to which he has
sole voting and investment power.
(4) Includes 48,043 ZTR shares owned by an affiliate, as to which Dr. Zweig
has shared voting and investment power. Also includes 802 ZTR shares owned by
Dr. Zweig's individual retirement account, as to which he has sole voting and
investment power.
(5) Includes 342 ZF shares owned by Professor Olson's individual retirement
account, as to which he has sole voting and investment power.
COMPENSATION OF DIRECTORS AND OFFICERS
During the year ended December 31, 1998, ZF paid Directors' fees,
aggregating $92,000 and ZTR paid Directors' fees, aggregating $95,000 to the
Directors who were not interested persons of the Funds or their respective
investment advisers. Each Fund pays each Director who is not an interested
person of such Fund or its respective investment 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. Each Fund also reimburses its Directors
for their actual out-of-pocket expenses relating to attendance at such meetings.
Set forth below is the compensation paid by ZF and ZTR to current Directors
for the year ended December 31, 1998. The Funds do not pay any pension or
retirement benefits to their Directors.
<TABLE>
<CAPTION>
AGGREGATE AGGREGATE TOTAL
COMPENSATION COMPENSATION COMPENSATION
DIRECTORS FROM ZF FROM ZTR FROM THE FUNDS
- ----------------------------------------------------------------- ------------ ------------ --------------
<S> <C> <C> <C>
Charles H. Brunie................................................ $13,000 $16,000 $29,000
Elliot S. Jaffe.................................................. $19,000 $19,000 $38,000
Alden C. Olson................................................... $19,000 $19,000 $38,000
James B. Rogers, Jr.............................................. $19,000 $19,000 $38,000
Anthony M. Santomero............................................. $22,000 $22,000 $44,000
</TABLE>
Jeffrey Lazar, Vice President and Treasurer of the Funds, and Stuart B.
Panish, Vice President and Secretary of the Funds, are the only executive
officers of the Funds not disclosed in the above listings of Directors. Mr.
Lazar has been an officer of ZF since 1987 and of ZTR since its inception in
1988. Mr. Lazar is 39 years old and was, on January 1, 1999, the beneficial
owner of 4,300 shares of the common stock of ZF, of which 1,246 shares are owned
through his individual retirement account, and the beneficial owner of 2,464
shares of the common stock of ZTR, of which 502 shares are owned through his
individual retirement account. Mr. Lazar is Executive Vice President, Treasurer
and Secretary of ZF Adviser and ZTR Adviser (collectively the "Advisers"). In
addition, Mr. Lazar was a Director of ZF and ZTR from February 1998 until March
1999. Mr. Panish is 42 years old and has been Vice President and Secretary of
the Funds since May 1995 and was, on January 1, 1999, the owner of 630 shares of
the common stock of ZF, and the owner of 406 shares of the common stock of ZTR.
Prior to becoming counsel to certain of the Advisers' affiliates in June 1993,
Mr. Panish was Special Counsel-Securities at Rosenman & Colin LLP.
COMMITTEES AND BOARD OF DIRECTORS' MEETINGS
Each Fund's Board of Directors has a standing Audit Committee, which
consists, for each Fund, of Messrs. Jaffe, Olson and Santomero, each of whom is
not an interested person of the Funds. Each Audit Committee's primary functions
includes recommending the Fund's independent accountants
4
<PAGE>
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 Funds, are members of the Nominating Committee of the Boards of Directors of
each Fund. Each Fund's Nominating Committee considers candidates for election to
fill vacancies on the respective Board of Directors, and 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 respective Fund. Neither Fund has a standing
compensation committee.
The Board of Directors of each Fund held four meetings during the year ended
December 31, 1998, and also held one meeting in February, 1999. Each Fund's
Nominating Committee held two meetings during the year ended December 31, 1998
and met in advance of the February, 1999 Board meetings, at which time each
Nominating Committee recommended the nominees for re-election to the Boards.
Each Fund's Audit Committee held two meetings during the year ended December 31,
1998 and one meeting in February, 1999. All of the nominees and all 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, for each Fund, held during the 1998 year.
THE BOARD OF DIRECTORS OF ZF AND ZTR EACH RECOMMENDS THAT SHAREHOLDERS VOTE
FOR THE RE-ELECTION OF THE NOMINEES.
PROPOSAL 2
RATIFICATION OR REJECTION OF
SELECTION OF INDEPENDENT ACCOUNTANTS
At the recommendation of the Audit Committees of both Funds, the Boards of
Directors of ZF and ZTR, including a majority of the Directors who are not
interested persons of the Funds, have selected the firm of
PricewaterhouseCoopers LLP to serve as independent accountants of ZF and ZTR for
the year ending December 31, 1999. Pursuant to the provisions of the Act, this
selection is subject to the right of a Fund's shareholders, by vote of a
majority of the outstanding voting securities of such 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 of such Fund) at any meeting called for the
purpose of voting on such action, to terminate such employment immediately
without penalty. Both Boards' selections are submitted to the shareholders for
ratification or rejection.
Services performed by PricewaterhouseCoopers LLP during the most recent year
included audit of the financial statements of the Funds and services related to
filings with the Securities and Exchange Commission. The Funds know of no direct
or indirect financial interest of such firm in the Funds.
A representative of PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP requires the affirmative vote of a
majority of the votes cast at the Meeting.
THE BOARD OF DIRECTORS OF ZF AND ZTR EACH RECOMMENDS THAT SHAREHOLDERS VOTE
FOR THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS OF ZF AND ZTR FOR THE YEAR ENDING DECEMBER 31, 1999.
INVESTMENT ADVISER, ADMINISTRATOR AND SUB-ADVISER
Zweig Advisors Inc., with its principal business office located at 900 Third
Avenue, New York, New York 10022, is ZF's investment adviser. Zweig Total Return
Advisors, Inc., with its principal business office located at 900 Third Avenue,
New York, New York 10022, is ZTR's investment adviser. All of the Advisers'
outstanding equity interests are indirectly owned by Phoenix Investment
Partners, Ltd. ("Phoenix"), a large, diversified financial services organization
which is a 60%-owned indirect subsidiary of Phoenix Home Life Mutual Insurance
Company.
Zweig/Glaser Advisers LLC serves as the Funds' administrator and is the
direct owner of the outstanding equity interests of the Advisers. The
Administrator's principal business office is located at 900 Third Avenue, New
York, New York 10022. All of the Administrator's outstanding equity interests
are owned by Phoenix.
Zweig Consulting LLC, which serves as the Funds' sub-adviser, performs
certain asset allocation research and analysis and provides such advice to the
Advisers. The Sub-Adviser's principal business
5
<PAGE>
office is located at 900 Third Avenue, New York, New York 10022. Dr. Zweig is
President and principal owner of the Sub-Adviser. The Sub-Adviser's fees are
paid by the Advisers and 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 Funds and the Advisers 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 Funds 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, each of the
Funds believes that, during the year ended December 31, 1998, there was
compliance with all Section 16(a) reporting requirements applicable to its
reporting persons.
ADDITIONAL INFORMATION
OTHER MATTERS
The Boards of Directors know 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 Funds 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 Funds, 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 Funds and/or Advisers.
VOTE REQUIRED
The election of Directors (Proposal 1(a) and 1(b)) for each Fund requires a
plurality of the votes cast at the Meeting by the shareholders of such Fund. The
ratification of the selection of the independent accountants (Proposal 2(a) and
2(b)) for each Fund requires the affirmative vote of a majority of the votes
cast at the Meeting by the shareholders of such Fund. 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. It is anticipated that votes
will be tabulated by State Street Bank & Trust Company, the Funds' transfer
agent.
PROPOSALS FOR 2000 MEETING
Any proposals of shareholders that are intended to be presented at a Fund's
2000 Annual Meeting of Shareholders must be received at such Fund's principal
executive offices no later than November 27, 1999, and must comply with all
other legal requirements in order to be included in such Fund's proxy statement
and form of proxy for that meeting.
<TABLE>
<S> <C>
New York, New York By Order of the Boards of Directors of
March 25, 1999 The Zweig Fund, Inc. and
The Zweig Total Return Fund, Inc.
MARTIN E. ZWEIG,
CHAIRMAN OF THE BOARD
</TABLE>
Zweig-PS-99
6
<PAGE>
THE ZWEIG TOTAL RETURN FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 5, 1999
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 St. Regis Hotel, located at 2 East 55th Street, New
York, New York 10022, on May 5, 1999, at 10:00 A.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 THE NOMINEE AS DIRECTOR, FOR THE OTHER PROPOSAL AND IN
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.)
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PLEASE MARK BOXES / / OR / / IN BLUE OR BLACK INK.
1. GRANTING / / WITHHOLDING / / authority to vote for the election as director
of the nominee listed below:
Elliot S. Jaffe
2. With respect to the proposal to ratify the selection of
PricewaterhouseCoopers LLP as independent certified public accountants of the
Fund for the year ending December 31, 1999. 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
appears 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 , 1999
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Signature
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Signature
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
