THE ZWEIG TOTAL RETURN FUND, INC.
SUPPLEMENTARY PROXY INFORMATION
The Annual Meeting of Shareholders of The
Zweig Total Return Fund, Inc. was held on
May 22, 2000.
The meeting was held for the purpose of
electing Charles H. Brunie and James B.
Rogers, Jr. as Directors, to ratify
PricewaterhouseCoopers LLP as the Fund's
independent accountants for the year
ending December 31, 2000 and to vote on
a proposal to convert the Fund to an
open-end investment company. The Fund's
other Directors who continue in office
are Elliot S. Jaffe, Alden C. Olson
and Martin Zweig.
Directors/Independent Accountants
Votes For
Votes Against
Votes Withheld
Abstentions
Charles H. Brunie
76,544,990
N/A
1,565,116
N/A
James B. Rogers, Jr.
76,487,077
N/A
1,623,029
N/A
PricewaterhouseCoopers LLP
76,649,261
764,729
----
696,116
Proposal to convert to an open-end investment
company:
Votes For
Votes
Against
Votes Withheld
Abstentions/Broker Non-Votes
8,754,221
26,752,906
--
42,602,979
