Edgar Filing: ZWEIG FUND INC /MD/

SCHEDULE 14A INFORMATION

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

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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 240.14a-12

ZWEIG FUND INC. /MD/
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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)

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

March 21, 2002

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 8, 2002 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.

THE ZWEIG FUND, INC.
THE ZWEIG TOTAL RETURN FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
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NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
MAY 8, 2002

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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 on Wednesday, May 8, 2002 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 two Directors to serve until the Annual
Meeting of Shareholders in 2005.

(b) With respect to ZTR, to elect two Directors to serve until the Annual
Meeting of Shareholders in 2005.

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 7,
2002 are entitled to notice of, and will be entitled to vote at, the Meeting or
any postponement or adjournment thereof. The enclosed Proxy is being solicited
on behalf of the Boards of Directors.

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 21, 2002
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IMPORTANT:
YOU ARE INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON, YOU ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED
FOR YOUR CONVENIENCE AND REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD MAY SAVE THE 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.
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THE ZWEIG FUND, INC.
THE ZWEIG TOTAL RETURN FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
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JOINT PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 8, 2002

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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 8, 2002 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 21, 2002.

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 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 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 Funds, or by returning a subsequently dated proxy.

This Proxy Statement and the accompanying form of proxy will be first sent
to shareholders on or about March 21, 2002.

The Boards of Directors of the Funds have fixed the close of business on
March 7, 2002 as the record date for the determination of shareholders

entitled to notice of and to vote at the Meeting. As of the record date,
61,834,947 shares of ZF's common stock were outstanding, and 90,987,881 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, 2001,
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 7, 2002.

Each Fund will furnish, without charge, another copy of the Fund's December
31, 2001 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 2005).
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, 2002, the Board of Directors of ZF has nominated
Elliot S. Jaffe 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 2005. Based on the recommendations made by the ZTR Nominating Committee at
its meeting held in February, 2002, the Board of Directors of ZTR has nominated
Elliot S. Jaffe 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 2005.

Background information with respect to the current Directors appears below.

The address of each individual, unless otherwise noted, is c/o Phoenix/
Zweig Advisers LLC, 900 Third Avenue, New York, NY 10022.

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 FUND TIME SERVED DIRECTOR DIRECTORSHIPS HELD

DISINTERESTED DIRECTORS
Charles H. Brunie 71 Term: Until 2 Chairman, Brunie Associates
Brunie Associates 2003. Served (investments) since April
600 Third Avenue, since: 1998 2001; Chairman, Oppenheimer
17th Floor for ZF and Capital (1969 to 2000);
New York, NY 10016 1988 for ZTR. Chairman Emeritus, Board of
Director Trustees, Manhattan
Institute (since 1990).
Trustee, Milton and Rose D.
Friedman Foundation for
Vouchers (1999-present).
Elliot S. Jaffe 75 Term: Until 2 Chairman and Chief
30 Dunnigan Drive 2002. Served Executive Officer of The
Suffern, NY 10901 since: 1988 Dress Barn, Inc. since
Director for ZF and 1963. Director, National
ZTR. Retail Federation (since
1994); Stamford Hospital
Foundation (since 1997).
Member, Board of Overseers
of The School of Arts and
Sciences, University of
Pennsylvania (since 1998);
Trustee, Teachers College,
Columbia University (since
1996). Director of
Citigroup Funds (since
1990).
Wendy Luscombe 50 Term: Until 2 Principal, WKL
Director 2002. Served Associates, Inc.
since: 2001 (investment management)
for ZF and since 1994. Fellow, Royal
ZTR. Institution of Chartered
Surveyors. Member,
Chartered Institute of
Arbitrators. Director,
Amadeus Vision Capital, plc
(since 1999). Director,
Endeavour Real Estate
Securities, Ltd. (since
2000). Director, PXRE Corp.
(reinsurance) (since 1994).

Alden C. Olson 73 Term: Until 2 Currently retired.
2711 Ramparte Path 2004. Served Chartered Financial Analyst
Holt, MI 48842 since: 1996 since 1964. Professor of
Director for ZF and Financial Management,
ZTR. Investments at Michigan
State University (1959 to
1990).
James B. Rogers, Jr. 59 Term: Until 2 Private investor since
352 Riverside Drive 2003. Served 1980. Chairman, Beeland
New York, NY 10025 since: 1986 Interests (investments and
Director for ZF and media) since 1980. Regular
1988 for ZTR. Commentator on CNBC
(1992-1998). Author of
"Investment Biker: On the
Road with Jim Rogers"
(1994). Visiting Professor,
Columbia University
(1983-1998). Columnist,
WORTH Magazine (since
1995). Director, Emerging
Markets Brewery Fund (since
1993). Director, Levco
Series Trust (since 1996)
(2 portfolios).
INTERESTED DIRECTOR
*Martin E. Zweig 59 Term: Until 9 President, Zweig Consulting
Chairman and President 2004. Served LLC (investment management)
since: 1986 since 1999. President,
for ZF and Phoenix-Zweig Trust (since
1988 for ZTR. 1986) and Phoenix-Euclid
Funds (since 1998).
Managing Director, Zweig-
DiMenna Associates LLC
(investment management)
since 1995. President,
Zweig-DiMenna International
Managers, Inc., Zweig-
DiMenna Associates, Inc.
and Gotham Advisors, Inc.
Shareholder, Watermark
Securities, Inc. Director
and President, Zweig Total
Return Advisors, Inc. and
Zweig Advisors Inc. (until
1999). Chairman, Zweig/
Glaser Advisers and Euclid
Advisors LLC (until 1999).
Member, Undergraduate
Executive Board of The
Wharton School, University
of Pennsylvania. Trustee,
Manhattan Institute.

OFFICERS WHO ARE NOT DIRECTORS
Jeffrey Lazar 42 Served since: N/A Vice President, Phoenix/
Executive Vice President 1987 for ZF Zweig Advisers LLC since
and Treasurer and 1988 for 1999; Director Zweig
ZTR. Funds (2 portfolios) until
1999; Vice President and
Treasurer of Zweig Advisors
Inc. and Zweig Total Return
Advisors, Inc. until 1999.
Christopher M. Capano 34 Served since: N/A Investment Professional,
Vice President 1996 for ZF Phoenix/Zweig Advisers LLC
and ZTR. since 1994.
Nancy J. Engberg 45 Served since: N/A Vice President and Counsel,
56 Prospect Street 2000 for ZF Phoenix Investment
Hartford, CT 06115 and ZTR. Partners, Ltd. since 1999.
Secretary Counsel, Phoenix Home Life
Mutual Insurance Company
(1994 to 1999).

* 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.

COMPENSATION OF DIRECTORS AND OFFICERS

During the year ended December 31, 2001, ZF paid Directors' fees,
aggregating $89,000 and ZTR paid Directors' fees, aggregating $89,000 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 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, 2001. The Funds do not pay any pension or
retirement benefits to their Directors.

COMPENSATION TABLE

AGGREGATE TOTAL COMPENSATION FROM
COMPENSATION FUND AND FUND COMPLEX
NAME OF PERSON, POSITION FROM FUND PAID TO DIRECTORS

Charles H. Brunie -- Director ZF-$17,500 $35,000
ZTR-$17,500
Elliot S. Jaffe -- Director ZF-$17,500 $35,000
ZTR-$17,500
Wendy Luscombe -- Director ZF-$17,500 $35,000
ZTR-$17,500
Alden C. Olson -- Director ZF-$19,000 $38,000
ZTR-$19,000
James B. Rogers, Jr. -- Director ZF-$17,500 $35,000
ZTR-$17,500
Martin E. Zweig -- Interested Director ZF-0 0
ZTR-0

DIRECTOR OWNERSHIP OF SECURITIES

Set forth in the table below is the dollar range of equity securities owned
by each Director as of December 31, 2001.

AGGREGATE DOLLAR RANGE OF
FUND OWNERSHIP IN ALL
DOLLAR RANGE FUNDS OVERSEEN BY
OF EQUITY SECURITIES DIRECTOR IN FAMILY OF
NAME OF DIRECTOR IN EACH FUND (1) INVESTMENT COMPANIES

Charles H. Brunie ZF- Over $100,000 Over $ 100,000
ZTR- Over $100,000
Elliot S. Jaffe ZF-$50,001-$100,00 (2) Over $ 100,000
ZTR-$1-$10,000
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-$1-$10,000
James B. Rogers, Jr. ZF-$10,001-$50,000 $10,001-$50,000
ZTR-$10,001-$50,000
Martin E. Zweig ZF- Over $100,000 Over $ 100,000
ZTR- Over $100,000

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(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,
2001. 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 ZF and ZTR, as a group, beneficially own less than
1% of the outstanding shares of each Fund.

(2) Does not include 10,000 ZF shares held by Mr. Jaffe's wife, as to which he
disclaims beneficial ownership.

COMMITTEES AND BOARD OF DIRECTORS' MEETINGS

AUDIT COMMITTEE

Each Fund's Board of Directors has appointed a standing Audit Committee.
Each Fund's Board of Directors has adopted a written charter for the Fund's
Audit Committee. The purposes of the Audit Committees are set forth in the Audit
Committee Charters. In brief, the role of each Audit Committee is to assist the
Board of Directors in its oversight of the Fund's financial reporting process.
As set forth in the Charter, 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 auditors are responsible for
auditing the 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 two times during each full fiscal year with representatives of the
independent auditors to discuss and review various matters as contemplated by
the Audit Committee Charter. In the performance of its oversight function, each
Audit Committee has considered and discussed the audited financial statements
with management and the independent auditors of its Fund. Each Audit Committee
has also discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as currently in effect. Each Audit Committee has also considered
whether the provision by its Fund's independent auditors 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 auditors' independence. Finally, each Audit Committee has received
the written disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees, and has discussed with the independent auditors the independent
auditors' independence.

The members of the Funds' Audit Committees are not professionally engaged in
the practice of auditing or accounting and are not experts in the fields of
accounting or auditing, including in respect of auditor independence. Members of
the Audit Committees rely without independent verification on the information
provided to them and on the representations made by management and the
independent auditors. Accordingly, the Audit Committees' 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, the Audit
Committees' considerations and discussions referred to above do not assure that
the audits of the Funds' financial statements have been carried out in
accordance with generally accepted auditing standards, that the financial
statements are presented in accordance with generally

accepted accounting principles or that the Funds' auditors are 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 the 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, 2001. The members of each Audit Committee,
Messrs. Jaffe and Olson and Ms. Luscombe, are "independent" within the meaning
of the Act and the New York Stock Exchange corporate governance standards for
audit committees.

NOMINATING COMMITTEE

Messrs. Brunie, Olson and Rogers, 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.

BOARD OF DIRECTORS' MEETINGS

The Board of Directors of each Fund held four meetings during the year ended
December 31, 2001, and also held one meeting in February, 2002. Each Fund's
Nominating Committee held one meeting during the year ended December 31, 2001
and met in advance of the February, 2002 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, 2001 and one meeting in February, 2002. 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 or her
respective committee meetings, for each Fund, held during the 2001 year.

THE BOARD OF DIRECTORS OF ZF AND ZTR EACH RECOMMENDS 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 both 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. ("Phoenix"),
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.

Phoenix has served investors for over 70 years. As of December 31, 2001,
Phoenix had approximately $52.1 billion in assets under management through its
investment partners: Aberdeen Fund Managers, Inc. (Aberdeen) in Aberdeen,
London, Singapore and Fort Lauderdale; Capital West Asset Management, LLC
(Capital West) in Greenwood Village, CO.; Duff & Phelps Investment Management
Co. (Duff & Phelps) in Chicago; Roger Engemann & Associates, Inc. (Engemann) in
Pasadena; Kayne Anderson Rudnick Investment Management, LLC (Kayne Anderson) in
Los Angeles; Seneca Capital Management LLC (Seneca) in San Francisco; Walnut
Asset Management, LLC (Walnut) in Philadelphia; Phoenix/Zweig Advisers LLC
(Zweig) in New York; and Phoenix Investment Counsel, Inc. (Goodwin, Hollister,
and Oakhurst divisions) in Hartford, CT, Sarasota, FL and Scotts Valley, CA,
respectively.

Phoenix Equity Planning Corporation (the "Administrator") serves as the
administrator for both 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.

Zweig Consulting LLC, which serves as the sub-adviser for both ZF and ZTR,
performs certain asset allocation research and analysis and provides such advice
to the Adviser. The Sub-Adviser's principal business office is located at 900
Third Avenue, New York, New York 10022. Dr. Zweig is the President and principal
owner of the Sub-Adviser. 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 requires, 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 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, each Fund believes that,
during the year ended December 31, 2001, there was compliance with all
Section 16(a) reporting requirements applicable to its reporting persons.

INDEPENDENT ACCOUNTANTS

At the recommendation of the Audit Committees of the Funds, the Boards of
Directors of the Funds, including a majority of the Directors who are not
interested persons of the Funds, has each selected the firm of
PricewaterhouseCoopers LLP ("PwC") to serve as independent accountants of such
Fund for the year ending December 31, 2002. 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 year ended
December 31, 2001 are described below.

AUDIT FEES

The aggregate fees billed by PwC to ZF in connection with the annual audit
of the ZF's financial statements for the fiscal year ended December 31, 2001
were $53,000. The aggregate fees billed by PwC to ZTR in connection with the
annual audit of the ZTR's financial statements for the fiscal year ended
December 31, 2001 were $53,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no fees billed for financial information systems design and
implementation rendered by PwC to ZF or ZTR, the Adviser, or any entity
controlling, controlled by, or under common control with the Adviser that
provided services to the Funds for the fiscal year ended December 31, 2001.

ALL OTHER FEES

Non-audit fees billed by PwC to the Funds, the Adviser, and any entity
controlling, controlled by, or under common control with the Adviser that
provided services to the Funds were $188,350, for the fiscal year ended
December 31, 2001. Each Audit Committee has determined that the provision of
non-audit services is compatible with maintaining the independence of PwC.

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 respective 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 2003 MEETING

Any proposals of shareholders that are intended to be presented at a Fund's
2003 Annual Meeting of Shareholders must be received at such Fund's principal
executive offices no later than November 22, 2002, 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.

The persons named as proxies for the annual 2003 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 Fund receives notice of the matter by
February 4, 2003. If a 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 Boards of
March 21, 2002 Directors of
The Zweig Fund, Inc. and The
Zweig Total Return Fund, Inc.
MARTIN E. ZWEIG,
CHAIRMAN OF THE BOARD

4902-PS-02

DETACH HERE ZZWF42

THE ZWEIG FUND, INC.

ANNUAL MEETING OF SHAREHOLDERS
MAY 8, 2002
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS

The undersigned shareholder of The Zweig Fund, Inc., a Maryland corporation
(the "Fund"), hereby appoints MARTIN E. ZWEIG and JEFFREY LAZAR, and each of
them, with full power of substitution and revocation, as proxies to represent
the undersigned at the Annual Meeting of Shareholders of the Fund to be held at
The St. Regis Hotel, located at 2 East 55th Street, New York, New York 10022, on
May 8, 2002 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 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 SEE REVERSE
SIDE (CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE.) SIDE

THE ZWEIG FUND, INC.
C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940

DETACH HERE ZZWF41

PLEASE MARK
/X/ VOTES AS IN
THIS EXAMPLE. |_

1. Election of Directors.
NOMINEES: (01) Elliot Jaffe
(02) Wendy Luscombe

FOR WITHHELD
/ / / /

/ /______________________________________
For all nominees except as noted above

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

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

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.

Signature:______________________________________ Date:_________________________

DETACH HERE ZZTR52

THE ZWEIG TOTAL RETURN FUND, INC.

ANNUAL MEETING OF SHAREHOLDERS
MAY 8, 2002
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, on May 8, 2002 at 10:00 A.M., and 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 SEE REVERSE
SIDE (CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE.) SIDE

THE ZWEIG TOTAL
RETURN FUND, INC.

C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940

DETACH HERE ZZTR51

PLEASE MARK
/X/ VOTES AS IN
THIS EXAMPLE. |_

1. Election of Directors.
NOMINEES: (01) Elliot Jaffe and
(02) Wendy Luscombe

FOR WITHHELD
/ / / /

/ /______________________________________
For all nominees except as noted 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 / /

Signature:______________________________________ Date:_________________________