Edgar Filing: ZWEIG FUND INC /MD/

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
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-12

The Zweig Fund, Inc.
The Zweig Total Return Fund, Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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/X/ No fee required.

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PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.

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

April 6, 2005

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") (collectively, the "Funds") to be held on Tuesday, May 10, 2005, at
10:00 A.M. at the offices of Katten Muchin Zavis Rosenman, located at 575
Madison Avenue (between 56th and 57th Streets), 11th Floor, New York, New York.

Details of the business to be presented at the meeting can be found in the
accompanying Notice of Annual Meeting and Proxy Statement. 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. Please return all proxy
cards that you may receive from the Funds.

On behalf of the Boards of Directors of ZF and ZTR, I extend our
appreciation for your continued support.

DANIEL T. GERACI,
PRESIDENT OF
THE ZWEIG FUND, INC.
THE ZWEIG TOTAL RETURN FUND, INC.

THE BOARDS OF DIRECTORS OF ZF AND ZTR UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE:

FOR ITS TWO NOMINEES FOR ELECTION AS DIRECTORS.

(This page has been left blank intentionally.)

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 10, 2005

TO THE SHAREHOLDERS:

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 offices of Katten Muchin Zavis Rosenman, located at 575 Madison
Avenue (between 56th and 57th Streets), 11th Floor, New York, New York, on
Tuesday, May 10, 2005 at 10 A.M. for the following purposes:

1. ELECT DIRECTORS:

(a) With respect to ZF, to elect two Directors to serve until the
Annual Meeting of Shareholders in 2008 and until their successors
are elected and duly qualify.

(b) With respect to ZTR, to elect two Directors to serve until the
Annual Meeting of Shareholders in 2008 and until their successors
are elected and duly qualify.

2. 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 at the close of business on
March 8, 2005 are entitled to notice of, and will be entitled to vote at, the
Meeting. The enclosed Proxy is being solicited on behalf of the Board of
Directors.

By Order of the Boards of Directors of
The Zweig Fund, Inc. and
The Zweig Total Return Fund, Inc.
DANIEL T. GERACI,
PRESIDENT
New York, New York
April 6, 2005

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 TO EACH FUND OF WHICH YOU ARE A
SHAREHOLDER 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.

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 10, 2005

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 575 Madison Avenue (between 56th and 57th Streets), 11th Floor, New
York, New York, on Tuesday, May 10, 2005 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 April 6, 2005.

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 for the election of the two nominees of the ZF Board of Directors
as Directors of ZF. Executed ZTR proxies that are unmarked will be voted for the
election of the two nominees of the ZTR Board of Directors as Directors of ZTR.
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 respective Fund, or by returning a subsequently dated proxy.

The Boards of Directors of the Funds have fixed the close of business on
March 8, 2005 as the record date for the determination of shareholders entitled
to notice of and to vote at the Meeting. This Proxy Statement and the
accompanying form of proxy will be first sent to shareholders on or about April
6, 2005.

As of the record date, 73,233,013 shares of ZF's common stock were
outstanding, and 92,891,488 shares of ZTR's common stock were outstanding. To
the best of each Fund's knowledge, no person beneficially owns more than five
percent of the outstanding shares of that Fund's common stock.

The Annual Report of each Fund for the year ended December 31, 2004,
including financial statements, has been mailed to shareholders of record of
that Fund 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 8,
2005.

Each Fund will furnish, without charge, a copy of the Fund's December 31,
2004 Annual Report to any shareholder who requests it by contacting the Fund's
Administrator, Phoenix Equity Planning Corporation, 56 Prospect Street, P.O. Box
150480, Hartford, Connecticut 06115-0480, Attention: Shareholder Services;
Toll-free telephone number 1-800-272-2700.

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, two ZF and two ZTR Directors will be elected to
serve a three-year term (until the third succeeding Annual Meeting in 2008 and
until their successors are elected and duly qualify). 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, who have indicated their intention to
serve if elected. 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 the 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 three
Directors who are

not "interested persons" (as defined in the Investment Company Act of 1940, as
amended (the "Act")) of the Fund, the Adviser or the Sub-Adviser.

Based on the recommendations made by ZF's Nominating Committee at its
meeting held on February 17, 2005, the Board of Directors of ZF has nominated R.
Keith Walton and Wendy Luscombe, who are presently Directors of ZF, for
re-election to the ZF Board, to serve until the third succeeding Annual Meeting
in 2008 and until their successors are elected and duly qualify. Based on the
recommendations made by ZTR's Nominating Committee at its meeting held on
February 17, 2005, the Board 2of Directors of ZTR has nominated R. Keith Walton
and Wendy Luscombe, who are presently Directors of ZTR, for re-election to the
ZTR Board, to serve until the third succeeding Annual Meeting in 2008 and until
their successors are elected and duly qualify.

Background information with respect to the current Directors appears below.

NUMBER OF
PORTFOLIOS IN PRINCIPAL
NAME, AGE, TERM OF FUND OCCUPATION(S)
ADDRESS AND OFFICE AND COMPLEX- DURING PAST 5 YEARS
POSITION(S) LENGTH OF OVERSEEN BY AND OTHER
WITH FUNDS TIME SERVED DIRECTOR DIRECTORSHIPS HELD
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DISINTERESTED DIRECTORS

Charles H. Brunie Term: Until 2 Chairman, Brunie
Brunie Associates 2006. Served Associates (investments)
600 Third Avenue, since: 1998 for (since April 2001).
17th Floor New York, NY 10016 ZF and 1988 Chairman, Oppenheimer
for ZTR. Capital (1969 to 2000).
Director Chairman (1980-1990);
DOB: 7/17/30 Chairman Emeritus (since
1990), Manhattan
Institute. Trustee, Milton
and Rose D. Friedman
Foundation for Vouchers
(since 1999). Trustee,
Hudson Institute (since
2002). Trustee, American
Spectator (since 2002).
Chartered Financial
Analyst (since 1969).

Wendy Luscombe Term: Until 2 Principal, WKL Associates,
480 Churchtown Road 2005. Served Inc. (investment
Craryville, NY 12521 since: 2002 for management) (since 1994).
ZF and ZTR. Fellow, Royal Institution
Director of Chartered Surveyors.
DOB 10/29/51 Member, Chartered
Institute of Arbitrators.
Director, Endeavour Real
Estate Securities, Ltd.,
REIT Mutual Fund (since
2000). Director, PXRE,
Corp. (reinsurance) (since
1994). Member and Chairman
of Management Oversight
Committee, Deutsche Bank
Real Estate Opportunities
Fund (since 2003)

Alden C. Olson Term: Until 2 Currently retired.
2711 Ramparte Path 2007. Served Chartered Financial
Holt, MI 48842 since: 1996 for Analyst (since 1964).
ZF and ZTR. Professor of Financial
Director Management, Investments at
DOB 5/10/28 Michigan State University
(1959 to 1990).

James B. Rogers, Jr. Term: Until 2 Private investor (since
352 Riverside Drive 2006. Served 1980). Chairman, Beeland
New York, NY 10025 since: 1986 for Interests, Inc.
ZF and 1988 (investments and media)
Director for ZTR. (since 1980). Regular
DOB 10/19/42 Commentator on CNBC
(1998). Author of
"Investment Biker: On the
Road with Jim Rogers"
(1994), "Adventure
Capitalist" (2003) and
"Hot Commodities" (2004).
Visiting Professor,
Columbia University
(1998). Columnist, WORTH
Magazine (since 1995).
Director, Emerging Markets
Brewery Fund (1993-2002).
Director, Levco Series
Trust (since 1996).

R. Keith Walton Term: Until 2 Executive Vice President
15 Claremont Avenue 2005. Served (since 2004) Secretary
New York, NY 10027 since: 2004 for (since 1996) of the
ZF and ZTR. University at Columbia
Director University. Director
DOB: 9/28/64 (since 2002); Chair,
Nominating Committee
(since 2002); Member,
Executive Committee (since
2002); Chair, Audit
Committee (since 2003),
Apollo Theater Foundation,
Inc. Director, Orchestra
of St. Luke's (since
2000). Director, American
Friends of the Royal Court
Theatre (since 2003).
Member, Steering
Committee, Association for
a Better New York (since
2001). Member, Education
Committee of the Board,
Trinity School (since
2003). Member, Advisory
Board, North General
Hospital (since 2002).
Member, NY Advisory Board,
Enterprise Foundation
(since 1999). Nominating
and Governance Committee
of the Board of Directors,
Council on Foreign
Relations (since 2004).
Member (since 1997),
Council on Foreign
Relations. Member, The
American Law Institute
(since 1999). Member,
Council for the United
States and Italy (since
1999). Member, Century
Association (since 2000).

INTERESTED DIRECTORS

Daniel T. Geraci Term: Until 2 Executive Vice President,
10 Stonemeadow Drive 2007. Served Asset Management, The
Westwood, MA 02090 since: 2004 for Phoenix Companies, Inc.
ZF and ZTR. (wealth management) (since
Director and President 2003). President and Chief
DOB 6/12/57 Executive Officer, Phoenix
Investment Partners, Ltd.
(since 2003). President,
certain Funds within the
Phoenix Fund complex
(since December 2004).
President and Chief
Executive Officer of North
American investment
operations, Pioneer
Investment Management USA,
Inc. (2001-2003).
President of Private
Wealth Management Group
(2000-2001), Executive
Vice President of
Distribution and Marketing
for Fidelity Canada
(1996-1998), Fidelity
Investments.

OFFICERS WHO ARE NOT DIRECTORS

Carlton Neel Term: Expires Senior Vice President and
900 Third Ave. at the Board Portfolio Manager,
New York, NY 10022 of Directors' Phoenix/Zweig Advisers LLC
meeting (since 2003). Managing
Executive Vice immediately Director and Co-Founder,
President following the Shelter Rock Capital
DOB: 12/19/67 2005 Annual Partners, LP (2002-2003).
Meeting of Senior Vice President and
Shareholders. Portfolio Manager,
Served since: Phoenix/Zweig Advisers LLC
2003 for ZF (1995-2002). Vice
and ZTR. President, JP Morgan & Co.
(1990-1995).

David Dickerson Term: Expires Senior Vice President and
900 Third Ave. at the Board Portfolio Manager,
New York, NY 10022 of Directors' Phoenix/Zweig Advisers LLC
meeting (since 2003). Managing
Senior Vice President immediately Director and Co-Founder,
DOB: 12/27/67 following the Shelter Rock Capital
2005 Annual Partners, LP (2002-2003).
Meeting of Vice President and
Shareholders. Portfolio Manager,
Served since: Phoenix/Zweig Advisers LLC
2003 for ZF (1993-2002).
and ZTR.

Marc Baltuch Term: Expires President and Director of
900 Third Ave. at the Board Watermark Securities, Inc.
New York, NY 10022 of Directors' (since 1991). Secretary of
meeting Phoenix-Zweig Trust
Vice President and immediately (1989-2003). Secretary of
Chief Compliance following the Phoenix-Euclid Market
Officer 2005 Annual Neutral Fund (1998-2002).
DOB: 9/23/45 Meeting of Assistant Secretary of
Shareholders. Gotham Advisors, Inc.
Served since: (Since 1990). Chief
2004 for ZF Compliance Officer of the
and ZTR. Zweig Companies (since
1989) and of the Phoenix
mutual funds (since 2004).

Moshe Luchins Term: Expires Associate Counsel of the
900 Third Ave. at the Board Zweig Companies (since
New York, NY 10022 of Directors' 1996).
meeting
Vice President immediately
DOB: 12/22/71 following the
2005 Annual
Meeting of
Shareholders.
Served since:
2004 for ZF
and ZTR.

Matthew A. Swendiman Term: Expires Counsel, Phoenix Life
One American Row at the Board Insurance Company (since
Hartford, CT 06102 of Directors' 2002). Vice President,
meeting Counsel, Chief Legal
Secretary immediately Officer and Secretary,
DOB: 5/5/73 following the certain of the funds
2005 Annual within the Phoenix Fund
Meeting of Complex (since 2004).
Shareholders. Assistant Vice President
Served since: and Assistant Counsel,
2004 for ZF Conseco Capital Management
and ZTR. (2000-2002).

Nancy Curtiss Term: Expires Vice President, Operations
56 Prospect Street at the Board (since 2003). Vice
Hartford, CT 06115 of Directors' President, Fund Accounting
meeting (1994-2003) and Treasurer
Treasurer immediately (1996-2003), Phoenix
DOB: 11/24/52 following the Equity Planning Corporation.
2005 Annual Treasurer, multiple funds
Meeting of in Phoenix Fund Complex
Shareholders. (since 1994).
Served since:
2003 for ZF
and ZTR.

COMPENSATION OF DIRECTORS AND OFFICERS

During the year ended December 31, 2004, ZF paid Directors' fees
aggregating $206,212.33 and ZTR paid Directors' fees aggregating $213,713.33 to
the Directors who were not interested persons of the Funds or the Adviser. Each
Fund pays each Director who is not an interested person of such 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. 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, 2004. The Funds do not pay any pension or
retirement benefits to their Directors.

COMPENSATION TABLE

TOTAL
COMPENSATION
PENSION OR FROM THE
RETIREMENT ESTIMATED FUND AND
AGGREGATE BENEFITS AS ANNUAL FUND
COMPENSATION PART OF BENEFITS COMPLEX
NAME OF PERSON, FROM THE FUND UPON PAID TO
POSITION FUND EXPENSES RETIREMENT DIRECTORS
--------------------------------------------------------------------------------------

Charles H. Brunie-- ZF-$46,000 $ 0 $ 0 $ 93,500
Director ZTR-$47,500

Wendy Luscombe-- ZF-$38,500 $ 0 $ 0 $ 78,500
Director ZTR-$40,000

Alden C. Olson-- ZF-$46,000 $ 0 $ 0 $ 93,500
Director ZTR-$47,500

James B. Rogers, Jr.-- ZF-$43,000 $ 0 $ 0 $ 87,500
Director ZTR-$44,500

R. Keith Walton-- ZF-$32,712.33 $ 0 $ 0 $ 66,924.66
Director ZTR-$34,212.33

Daniel T. Geraci-- ZF-$0 $ 0 $ 0 $ 0
Interested Director ZTR-$0
and President

DIRECTOR OWNERSHIP OF SECURITIES

Set forth in the table below is the dollar range of equity securities of
the Funds owned by each Director as of December 31, 2004.

TOTAL
AGGREGATE DOLLAR RANGE OF
FUND OWNERSHIP IN ALL
DOLLAR RANGE FUNDS OVERSEEN BY
OF EQUITY SECURITIES DIRECTOR IN FAMILY OF
NAME OF DIRECTOR IN THE FUND (1) INVESTMENT COMPANIES*
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Charles H. Brunie ZF-Over $100,000 Over $100,000
ZTR-Over $100,000

Daniel T. Geraci ZF-$10,001-$50,000 $10,001-$50,000
ZTR-$10,001-$50,000

Wendy Luscombe ZF-$1-$10,000 $10,001-$50,000
ZTR-$1-$10,000

Alden C. Olson ZF-$10,001-$50,000 $10,001-$50,000
ZTR-$10,001-$50,000

James B. Rogers, Jr. ZF-$10,001-$50,000 $10,001-$50,000
ZTR-$1-$10,000

R. Keith Walton ZF-$1-$10,000 $1-$10,000
ZTR-$1-$10,000

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* Pursuant to the Proxy Rules, ZF and ZTR are the only funds in the "Family
of Investment Companies."

(1) The information as to beneficial ownership is based on statements furnished
to each Fund by its Directors and reflects ownership as of December 31,
2004. Except as otherwise indicated, each person has sole voting and
investment power with respect to the shares owned by him or her. The
Directors and officers of the Funds, as a group, beneficially own less than
1% of the outstanding shares of each Fund.

COMMITTEES AND BOARD OF DIRECTORS' MEETINGS

AUDIT COMMITTEE REPORT

Each Fund's Board of Directors has appointed a standing Audit Committee.
The ZF Board of Directors has adopted a written charter for the Fund's Audit
Committee which is available on the Adviser's website at -
http://www.phoenixinvestments.com/Individual/Products/Closed_End_Funds/
Zweig/ZF_Audit_Committee_Charter.pdf. The ZTR Board of Directors has adopted a
written charter for the Fund's Audit Committee which is available on the
Adviser's website at -
http://www.phoenixinvestments.com/Individual/Products/Closed_End_Funds/
Zweig/ZTR_Audit_Committee_Charter.pdf. The purposes of each Fund's Audit
Committee are set forth in the Audit Committee Charter. In brief, the role of

each Fund's Audit Committee is to assist the Board of Directors in its oversight
of the respective Fund's financial reporting process. As set forth in the
Charter of each Fund's Audit Committee, management of each Fund is responsible
for the preparation, presentation and integrity of the Fund's financial
statements, the Fund's accounting and financial reporting principles and
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent registered public
accounting firm for each Fund is responsible for auditing that Fund's financial
statements and expressing an opinion as to their conformity with generally
accepted accounting principles.

The Audit Committee of the Board of Directors of each Fund will normally
meet at least four times during each full fiscal year, of which at least two
such meetings will be with representatives of the independent registered public
accounting firm, to discuss and review various matters as contemplated by the
Audit Committee Charter. In the performance of its oversight function, the Audit
Committee of each Fund has considered and discussed the audited financial
statements with management and the independent registered public accounting firm
of the Fund. Each Audit Committee also has discussed with the independent
registered public accounting firm the matters required to be discussed by
Statement on Auditing Standards No. 61, "Communication with Audit Committees,"
as currently in effect. Each Audit Committee also has considered whether the
provision by the Fund's independent registered public accounting firm of
non-audit services to the Fund, and of professional services to the Adviser and
affiliates of the Adviser that provide services to the Fund, is compatible with
maintaining the independent registered public accounting firm's independence.
Finally, each Audit Committee has received the written disclosures and the
letter from the independent registered public accounting firm required by
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," and has discussed with the independent registered public
accounting firm the independence of that independent registered public
accounting firm.

The members of each Fund's Audit Committee are not professionally engaged
in the practice of auditing or accounting and are not experts in the fields of
accounting or auditing or evaluating auditor independence. The Board of
Directors of each Fund has determined that the Fund does not have an "audit
committee financial expert," as defined under the Securities and Exchange
Commission's Regulation S-K, Item 401(h), at this time because none of the
Fund's Directors meets the technical definition of such an expert. Each Audit
Committee of the Board is in compliance with applicable rules of the listing
requirements for closed-end fund audit committees, including the requirement
that all members of the audit committee be "financially literate" and that at
least one member of the audit committee have "accounting or related financial
management expertise," as determined by the Board. Members of each Fund's Audit
Committee rely without independent verification on the information provided to
them and on the representations made by management and the independent

registered public accounting firm. Accordingly, each Audit Committee's oversight
does not provide an independent basis to determine that management has
maintained appropriate accounting and financial reporting principles or
appropriate internal controls and procedures designed to assure compliance with
accounting standards and applicable laws and regulations. Furthermore, each
Audit Committee's considerations and discussions referred to above do not assure
that the audit of the Fund's financial statements have been carried out in
accordance with generally accepted auditing standards, that the financial
statements are presented in 10accordance with generally accepted accounting
principles or that the Fund's independent registered public accounting firm is
in fact "independent."

Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Audit
Committees referred to above and in the Audit Committee Charters, each Audit
Committee recommended to its Board of Directors of the Fund that the audited
financial statements of the Fund be included in the Fund's annual report to
shareholders for the year ended December 31, 2004. The members of each Audit
Committee, Messrs. Brunie, Olson, Rogers and Walton and Ms. Luscombe, are
"independent" within the meaning of the Act and the New York Stock Exchange
corporate governance standards for audit committees.

Alden C. Olson
Charles H. Brunie
Wendy Luscombe
James B. Rogers, Jr.
R. Keith Walton

NOMINATING COMMITTEE

Messrs. Brunie, Olson and Rogers, each of whom is not an interested person
of the Funds, are members of each Nominating Committee of the Board of Directors
of the Funds. Each Fund's Board of Directors has adopted a written charter for
the Fund's Nominating Committee, which is available on the
Adviser's website at -
http://www.phoenixinvestments.com/Individual/Products/Closed_End_Funds/
Zweig/Nominating_Committee_Charter.pdf. Each Fund's Nominating Committee
considers candidates for election to fill vacancies on the Fund's Board of
Directors.

Director nominees are identified based on persons known to the Boards of
Directors or the Nominating Committees and any persons recommended to the
Nominating Committees by shareholders or industry sources. Any recommendations
made by shareholders and industry sources must be accompanied by a biography of
the recommended candidate and should be submitted in writing to the principal
executive office of the Funds, located at 900 Third Avenue, New York, New York
10022, addressed to the Secretary of the Funds. Nominees are evaluated based on
the criteria

described below. The evaluation process does not depend on the source of the
recommendation. It is expected that all candidates for the Board will possess
the following minimum qualifications: (i) unquestioned personal integrity; (ii)
sound business judgment; and (iii) the commitment required to be an effective
director, including, without limitation, the ability to attend meetings
regularly. Each Nominating Committee may determine that a candidate who does not
have the experience or knowledge referred to above should nevertheless be
considered as a nominee if the Nominating Committee finds that the candidate's
qualifications, taken as a whole, demonstrate an equivalent level of
qualification to serve as a director.

BOARD OF DIRECTORS' MEETINGS

The Board of Directors of ZF held 16 meetings and the Board of Directors of
ZTR held 17 meetings during the year ended December 31, 2004. Each Fund's
Nominating Committee held four meetings during the year ended December 31, 2004
11and met in advance of the February 17, 2005 and Board meeting, at which time
each Nominating Committee recommended the nominees for election to the Board.
Each Fund's Audit Committee held four meetings during the year ended December
31, 2004. All of the current Directors attended at least 75% of the total number
of Board meetings and his or her respective committee meetings, for each Fund,
held during the 2004 year.

SHAREHOLDERS COMMUNICATIONS

Any shareholder that wishes to communicate with the Boards of Directors or
a specific Director may do so by submitting correspondence in writing to the
principal executive office of the Funds, located at 900 Third Avenue, New York,
New York 10022, specifying the intended addressee. Shareholder communications
addressed to the Boards of Directors will be forwarded promptly after receipt to
Daniel T. Geraci, President of the Funds, for review. Mr. Geraci will review
each such communication in order to determine whether the communication should
be relayed directly to each Board member. Shareholder communications that Mr.
Geraci determines involve routine matters will be forwarded to the Funds'
Administrator and/or officers of the Funds for review and response, and Mr.
Geraci will report to the full Board, as appropriate, on the nature and
substance of such communications. Shareholder communications that Mr. Geraci
determines involve non-routine matters will be forwarded to each member of the
Board for review. Shareholder communications addressed to a specific Director
will be forwarded to the addressee promptly upon receipt.

It is the Funds' policy that all Directors attend the annual shareholders
meeting, if reasonably possible. All of the directors attended the ZF annual
meeting in 2004, and five of the six directors attended the ZTR annual meeting
in 2004.

THE BOARDS OF DIRECTORS OF ZF AND ZTR RECOMMEND THAT SHAREHOLDERS VOTE FOR
THE RE-ELECTION OF THE NOMINEES.

INVESTMENT ADVISER, ADMINISTRATOR
AND SUB-ADVISER

Phoenix/Zweig Advisers LLC, the Adviser, serves as the investment adviser
for ZF and ZTR. The Adviser's principal business office is located at 900 Third
Avenue, New York, New York 10022. All of the Adviser's outstanding equity
interests are directly owned by Phoenix Investment Partners, Ltd., the
wholly-owned investment management subsidiary of The Phoenix Companies, Inc.
("PNX") of Hartford, Connecticut. PNX is a leading provider of wealth management
products and services to individuals and businesses. PNX is located at One
American Row, Hartford, Connecticut, 06115-2520.

PXP has served investors for over 70 years. As of December 31, 2004, PXP
had approximately $56.2 billion in assets under management. PXP's money
management is provided by affiliated investment advisers, as well as through
subadvisory arrangements with outside managers, each specializing in particular
investment styles and asset classes. PXP's affiliated investment advisers are:
Duff & Phelps Investment Management Co. (Duff & Phelps) in Chicago, Illinois and
Denver, Colorado; 12Engemann Asset Management (Engemann) in Pasadena,
California; Kayne Anderson Rudnick Investment Management, LLC (Kayne) in Los
Angeles, California; Phoenix Investment Counsel, Inc. in Hartford, Connecticut;
Phoenix/Zweig Advisers LLC (Zweig) and Euclid Advisors LLC (Euclid) in New York,
New York; Seneca Capital Management LLC (Seneca) in San Francisco, California;
and Walnut Asset Management, LLC (Walnut) in Philadelphia, Pennsylvania. PXP's
subadvisory arrangements with outside managers include those with Aberdeen Asset
Management Inc. (Aberdeen) in Fort Lauderdale, Florida (U.S.) and worldwide, and
Sasco Capital, Inc. (Sasco) in Fairfield, Connecticut.

Phoenix Equity Planning Corporation (the "Administrator") serves as the
administrator for ZF and ZTR. The Administrator's principal business office is
located at 56 Prospect Street, P.O. Box 150480, Hartford, Connecticut
06115-0480. All of the Administrator's outstanding equity interests are owned by
Phoenix Investment Partners.

Zweig Consulting LLC, the Sub-Adviser, which serves as the sub-adviser for
ZF and ZTR, provides asset allocation services to the Adviser. Dr. Martin E.
Zweig, the President and owner of the Sub-Adviser, actively collaborates in the
stock selection process with the Adviser's portfolio management team of Carlton
Neel and David Dickerson. The Sub-Adviser's principal business office is located
at 900 Third Avenue, New York, New York 10022. The Sub-Adviser's fees are paid
by the Adviser.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the Act require, among other persons, the officers and Directors of the Funds
and the Adviser to file reports of ownership and changes in ownership of the
shares of common stock of the Funds 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 each 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, each Fund believes that, during the year December 31, 2004, such
reporting persons were in compliance with all Section 16(a) and Section 30(h)
reporting requirements applicable to them.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At the recommendation of the Audit Committees of the Funds, the Board of
Directors of each Fund, including a majority of the Directors who are not
interested persons of such Fund, has selected the firm of PricewaterhouseCoopers
LLP ("PwC") to serve as the independent registered public accounting firm of
each Fund for the year ending December 31, 2005. A representative of PwC 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.

The aggregate fees billed for services rendered by PwC during the years
ended December 31, 2003 and 2004, respectively, are described below.

AUDIT FEES

The aggregate fees billed by PwC to ZF in connection with the annual audit
of ZF's financial statements for the fiscal years ended December 31, 2003 and
2004 were $55,500 and $38,000, respectively. The aggregate fees billed by PwC to
ZTR in connection with the annual audit of ZTR's financial statements for the
fiscal years ended December 31, 2003 and 2004 were $55,500 and $38,000,
respectively.

AUDIT-RELATED FEES

The fees billed by PwC to ZF for the fiscal years ended December 31, 2003
and December 31, 2004 for any audit-related services were $1,000 and $0,
respectively. The fees billed by PwC to ZTR for the fiscal years ended December
31, 2003 and December 31, 2004 for any audit-related services were $1,000 and
$0, respectively.

TAX FEES

The aggregate fees billed by PwC to ZF for the fiscal years ended December
31, 2003 and 2004 in connection with tax review, compliance and advice were
approximately $7,000 and $5,700, respectively. The aggregate fees billed by PwC
to ZTR for the fiscal years ended December 31, 2003 and 2004 in connection with
tax review, compliance and advice were approximately $7,650 and 7,450,
respectively.

ALL OTHER FEES

No fees were billed by PwC to ZF or ZTR for the fiscal years ended December
31, 2003 and 2004 for any other services.

AGGREGATE NON-AUDIT FEES

The aggregate non-audit fees billed by PwC for services rendered to the
Funds, the Adviser, and any entity controlling, controlled by, or under common
control with the Adviser that provides ongoing services to the Funds for the
fiscal years ended December 31, 2003 and 2004 were $256,389 and $1,877,791,
respectively.

Each Audit Committee considered whether the services described above,
including all non-audit services rendered to the respective Fund, the Adviser or
an affiliate of the Adviser that provides ongoing services to either Fund, were
compatible with maintaining the independence of PwC. The Audit Committees
pre-approve: (i) all audit and non-audit services to be rendered to the
respective Fund by PwC; and (ii) all non-audit services relating to the
operations and financial reporting of the respective Fund provided by PwC to the
Adviser or any affiliate thereof that provides ongoing services to the
respective Fund (collectively, "Covered Services"). Each Audit Committee has
adopted pre-approval procedures authorizing a member of the Audit Committee to
pre-approve from time to time, on behalf of the Audit Committee, all Covered
Services to be provided by PwC which are not otherwise pre-approved at a meeting
of the Audit Committee, provided that such delegate reports to the full Audit
Committee at its next meeting. The pre-approval procedures do not include
14delegation of the Audit Committee's responsibilities to management.
Pre-approval has not been waived with respect to any of the services described
above since the date on which the Audit Committee adopted its current
pre-approval procedures.

ADDITIONAL INFORMATION

OTHER MATTERS

The Boards of Directors of the Funds 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. Each Fund, upon request, will reimburse
banks, brokers and others for their reasonable expenses in forwarding proxy
solicitation material to the beneficial owners of that 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 Adviser, or their affiliates.

VOTE REQUIRED

The election of Directors for each Fund requires a plurality 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 and broker non-votes (hereinafter defined), will be counted
as present in the determination of a quorum. With respect to the election of
directors, an abstention does not constitute a vote "for" or "against" and will
be disregarded in calculating the votes cast as to such matter, and "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 EquiServe Trust Co., N.A., the Funds' transfer agent.

PROPOSALS FOR 2006 MEETING

Each Fund's Amended and Restated Bylaws contains an advance notice
provision, which requires that the respective Fund be given advance notice of
shareholder nominations for election to the Board of Directors and of other
matters which shareholders wish to present for action at an annual meeting of
shareholders, other than matters included in that

Fund's proxy statement in accordance with SEC Rule 14a-8. Any notice of
shareholder nominations for election to the Board of Directors or notice of
other matters which shareholders wish to present at the ZF or ZTR 2006 Annual
Meeting of Shareholders must be received at such Fund's principal 16executive
offices not less than ninety (90) days nor more than one hundred and twenty
(120) days before the date in the then current year corresponding to the date on
which such Fund first mailed its proxy materials for the annual meeting held in
the prior year; provided, however, that in the event that the date of the annual
meeting for such Fund is advanced by more than thirty (30) days or delayed by
more than sixty (60) days from the first anniversary of the preceding year's
annual meeting, notice by such shareholder to be timely must be so received not
earlier than the one hundred twentieth (120th) day prior to such annual meeting
and not later than the close of business on the later of the ninetieth (90th)
day prior to such annual meeting or the tenth (10th) day following the day on
which notice or public announcement of the date of such meeting was given or
made.

The notice by the shareholder must also set forth specific information, and
provide certain representations, the details of which are set forth in the
respective Fund's Amended and Restated Bylaws. Any shareholder proposal must
also comply with all other legal requirements in order to be included in the
Fund's proxy statement and form of proxy for that meeting. A copy of ZF's
By-Laws is available on the SEC's Web site at -
http://www.sec.gov/Archives/edgar/data/812090/000088731804000088/zfby
laws.txt. A copy of ZTR's By-Laws is available on the SEC's Web site at -
http://www.sec.gov/Archives/edgar/data/836412/000088731804000089/ ztrbylaws.txt.

The persons named as proxies for the Funds' 2006 Annual Meeting of
Shareholders will, with respect to the proxies in effect at such meeting, have
discretionary authority to vote on any matter presented by a shareholder for
action at that meeting unless the respective Fund receives notice of the matter
by not less than ninety (90) days before the date in the then current year
corresponding to the date on which such Fund first mailed its proxy materials
for the annual meeting held in the prior year. If the respective Fund receives
such timely notice, these persons will not have this authority except as
provided in the applicable rules of the Securities and Exchange Commission.

New York, New York By Order of the Board of
April 6, 2005 Directors of
The Zweig Fund, Inc.
The Zweig Total Return Fund, Inc.
DANIEL T. GERACI,
PRESIDENT

ZW-PS-05

THE ZWEIG FUND, INC.

ANNUAL MEETING OF SHAREHOLDERS
MAY 10, 2005
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS

The undersigned shareholder of The Zweig Fund, Inc., a Maryland
corporation (the "Fund"), hereby appoints DANIEL T. GERACI and CARLTON
NEEL, 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 10:00 A.M. at the offices of Katten Muchin Zavis
Rosenman, located at 575 Madison Avenue (between 56th and 57th Streets), 11th
Floor, New York, New York, 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 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.

----------- -----------
SEE REVERSE (CONTINUED, AND TO BE SIGNED AND DATED ON SEE REVERSE
SIDE THE REVERSE SIDE.) SIDE
----------- -----------

/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

1. Election of Directors.

NOMINEES: (01) Wendy Luscombe
(02) R. Keith Walton

FOR WITHHELD
ALL / / / / FROM ALL
NOMINEES NOMINEES

/ /
------------------------------------------
For all nominee(s) except as written above

2. In their discretion, on such other matters as may properly come before
the meeting and any adjournments thereof.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

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.

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

Signature: Date: Signature: Date:
--------------- -------- ------------- --------

THE ZWEIG TOTAL RETURN FUND, INC.

ANNUAL MEETING OF SHAREHOLDERS
MAY 10, 2005
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 DANIEL T. GERACI and
CARLTON NEEL, 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 10:00 A.M. at the offices of Katten
Muchin Zavis Rosenman, located at 575 Madison Avenue (between 56th and 57th
Streets), 11th Floor, New York, New York, 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.

----------- -----------
SEE REVERSE (CONTINUED, AND TO BE SIGNED AND DATED SEE REVERSE
SIDE ON THE REVERSE SIDE.) SIDE
----------- -----------

/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

1. Election of Directors.

NOMINEES: (01) Wendy Luscombe
(02) R. Keith Walton

FOR WITHHELD
ALL / / / / FROM ALL
NOMINEES NOMINEES

/ /
------------------------------------------
For all nominee(s) except as written above

2. In their discretion, on such other matters as may properly come before
the meeting and any adjournments thereof.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

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

Signature: Date: Signature: Date:
--------------- -------- ------------- -----