Edgar Filing: ZWEIG FUND INC /MD/

SCHEDULE 14A
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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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THE ZWEIG FUND, INC.
THE ZWEIG TOTAL RETURN FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022

May 23, 2003

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 Monday, June 23, 2003 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.

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.

PHILIP R. MCLOUGHLIN,
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
JUNE 23, 2003
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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 Monday, June 23, 2003 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 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 2006, and one director to serve until the
Annual Meeting of Shareholders in 2004.

(b) With respect to ZTR, to elect two Directors to serve until the Annual
Meeting of Shareholders in 2006, and one director to serve until the
Annual Meeting of Shareholders in 2004.

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 May 13,
2003 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.
PHILIP R. MCLOUGHLIN,
CHAIRMAN OF THE BOARD
AND PRESIDENT
New York, New York
May 23, 2003

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.

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
JUNE 23, 2003

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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 offices of Katten Muchin Zavis Rosenman, located at 575 Madison
Avenue (between 56th and 57th Streets), New York, New York on Monday, June 23,
2003 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 May 23, 2003.

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 three nominees of the Board of Directors
as Directors of ZF. Executed ZTR proxies that are unmarked will be voted for the
election of the three 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 May 23, 2003.

The Boards of Directors of the Funds have fixed the close of business on
May 13, 2003 as the record date for the determination of shareholders entitled
to notice of and to vote at the Meeting. As of the record date, 73,233,013
shares of ZF's common stock were outstanding, and 91,867,174 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, 2002,
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 May 13, 2003.

Each Fund will furnish, without charge, another copy of the Fund's December
31, 2002 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 2006), and
one ZF and one ZTR Director will be elected to serve a one-year term (until the
first succeeding Annual Meeting in 2004). 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 (the
"Act")) of such Fund or its investment adviser.

Based on the recommendations made by the ZF Nominating Committee at its
meeting held in February, 2003, the Board of Directors of ZF has nominated
Charles H. Brunie and James B. Rogers, Jr. who are presently Directors of ZF,
for re-election to the ZF Board, to serve until the third succeeding Annual
Meeting in 2006, and the Board of Directors of ZF has nominated Philip R.
McLoughlin who is presently a Director of ZF, for re-election to the ZF Board,
to serve until the first succeeding Annual Meeting in 2004. Based on the
recommendations made by the ZTR Nominating Committee at its meeting held in
February, 2003, the Board of Directors of ZTR has nominated Charles H. Brunie
and James B. Rogers, Jr. who are presently Directors of ZTR, for re-election to
the ZTR Board, to serve until the third succeeding Annual Meeting in 2006, and
the Board of Directors of ZTR has nominated Philip R. McLoughlin who is
presently a Director of ZTR, for re-election to the ZTR Board, to serve until
the first succeeding Annual Meeting in 2004.

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 FUND TIME SERVED DIRECTOR DIRECTORSHIPS HELD

DISINTERESTED DIRECTORS
Charles H. Brunie 72 Term: Until 2 Chairman, Brunie Associates
Brunie Associates 2003. Served (investments) (since April
600 Third Avenue, since: 1998 2001); Chairman,
17th Floor for ZF and Oppenheimer Capital (1969
New York, NY 10016 1988 for ZTR. to 2000); Chairman
Director Emeritus, Board of
Trustees, Manhattan
Institute (since 1990).
Trustee, Milton and Rose D.
Friedman Foundation for
Vouchers (1999-present).
Trustee, Hudson Institute
(since 2002). Trustee,
American Spectator (since
2002).

Elliot S. Jaffe 77 Term: Until 2 Chairman and Founder of The
30 Dunnigan Drive 2005. Served Dress Barn, Inc. (since
Suffern, NY 10901 since: 1988 1963). Director, National
Director for ZF and Retail Federation (since
ZTR. 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 51 Term: Until 2 Principal, WKL
480 Churchtown Road 2005. Served Associates, Inc.
Craryville, NY 12521 since: 2002 (investment management)
Director for ZF and (since 1994). Fellow, Royal
ZTR. Institution of Chartered
Surveyors. Member,
Chartered Institute of
Arbitrators. Director,
Endeavour Real Estate
Securities, Ltd. (since
2000). Director, PXRE,
Corp. (reinsurance) (since
1994). Director, Amadeus
Vision Capital, plc (since
1999).
Alden C. Olson 75 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. 60 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).
1988 for ZTR. Regular Commentator on CNBC
(1998). Author of
"Investment Biker: On the
Road with Jim Rogers"
(1994) and "Adventure
Capitalist" (2003).
Visiting Professor,
Columbia University (1998).
Columnist, WORTH Magazine
(since 1995). Director,
Emerging Markets Brewery
Fund (1993-2002). Director,
Levco Series Trust (since
1996).

INTERESTED DIRECTORS
*Philip R. McLoughlin 56 Term: Until 46 Consultant, The Phoenix
56 Prospect Street 2003. Served Companies, Inc.
Hartford, CT 06115 since: 2002 (2002-present). Director,
Chairman of the Board and for ZF and PXRE Corporation (Delaware)
President ZTR. (1985-present), World Trust
Fund (1991-present).
Chairman (1997-2002),
Director (1995-2002), Vice
Chairman (1995-1997) and
Chief Executive Officer
(1995-2002), Phoenix
Investment Partners, Ltd.
Director, Executive Vice
President and Chief
Investment Officer, The
Phoenix Companies, Inc.
(2001-2002). Director
(1994-2002) and Executive
Vice President, Investments
(1988-2002), Phoenix Life
Insurance Company. Director
(1983-2002) and Chairman
(1995-2002), Phoenix
Investment Counsel, Inc.
Director (1984-2002) and
President (1990-2000),
Phoenix Equity Planning
Corporation. Chairman and
Chief Executive Officer,
Phoenix/Zweig Advisers LLC
(1999-2002). Director and
President, Phoenix
Investment Management
Company (2001-2002).
Director and Executive Vice
President, Phoenix Life and
Annuity Company
(1996-2002). Director and
Executive Vice President,
PHL Variable Insurance
Company (1995-2002).
Director, Phoenix National
Trust Company (1996-2002).
Director and Vice
President, PM
Holdings, Inc. (1985-2002).
Director, PHL
Associates, Inc.
(1995-2002). Director
(1992-2002) and President
(1992-1994), WS Griffith
Securities, Inc.

OFFICERS WHO ARE NOT DIRECTORS
Carlton Neel 35 Served since: Senior Vice President and
900 Third Ave. 2003 for ZF Portfolio Manager, Phoenix/
New York, NY 10022 and ZTR. Zweig Advisers LLC (since
Executive Vice President 2003). Managing Director
and Co-Founder, Shelter
Rock Capital Partners, LP
(2002-2003). Senior Vice
President and Portfolio
Manager, Phoenix/Zweig
Advisers LLC (1995-2002).
Vice President, JP
Morgan & Co. (1990-1995).
David Dickerson 35 Served since: Senior Vice President and
900 Third Ave. 2003 for ZF Portfolio Manager, Phoenix/
New York, NY 10022 and ZTR. Zweig Advisers LLC (since
Vice President 2003). Managing Director
and Co-Founder, Shelter
Rock Capital Partners, LP
(2002-2003). Vice President
and Portfolio Manager,
Phoenix/Zweig Advisers LLC
(1996-2002).
Nancy J. Engberg 46 Served since: Vice President and Counsel,
56 Prospect Street 2000 for ZF Phoenix Investment
Hartford, CT 06115 and ZTR. Partners, Ltd. (since
Secretary 1999). Counsel, Phoenix
Home Life Mutual Insurance
Company (1994 to 1999).
Nancy Curtiss 50 Served since: Vice President, Fund
56 Prospect Street 2003 for ZF Accounting (1994-present)
Hartford, CT 06115 and ZTR. and Treasurer
Treasurer (1996-present), Phoenix
Equity Planning
Corporation. Treasurer,
Phoenix Fund Complex
(1994-present).

* Director considered to be an "Interested Person," as that term is defined in
the Act. Mr. McLoughlin 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, 2002, ZF paid Directors' fees,
aggregating $108,500 and ZTR paid Directors' fees, aggregating $108,500 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, 2002. 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-$20,500 $41,000
ZTR-$20,500
Elliot S. Jaffe -- Director ZF-$22,000 $44,000
ZTR-$22,000
Wendy Luscombe -- Director ZF-$22,000 $44,000
ZTR-$22,000
Alden C. Olson -- Director ZF-$23,500 $47,000
ZTR-$23,500
James B. Rogers, Jr. -- Director ZF-$20,500 $41,000
ZTR-$20,500
Philip R. McLoughlin -- 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, 2002.

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-$100,000 (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
Philip R. McLoughlin ZF-$1-$10,000 Over $100,000
ZTR-$1-$10,000

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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,
2002. 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 at least 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, 2002. 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 Board 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 six meetings during the year ended
December 31, 2002. Each Fund's Nominating Committee held one meeting during the
year ended December 31, 2002 and met in advance of the February, 2003 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, 2002 and one meeting in February, 2003. 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 2002 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., 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 Investment Partners has served investors for over 70 years. As of
March 31, 2003, Phoenix Investment Partners had approximately $52.9 billion in
assets under management through its investment partners: Aberdeen Fund
Managers, Inc. (Aberdeen) in Aberdeen, London, Singapore and Fort Lauderdale;
Duff & Phelps Investment Management Co. (Duff & Phelps) in Chicago; Capital West
Asset Management, LLC

(Capital West) in Greenwood Village, CO; Kayne Anderson Rudnick Investment
Management, LLC (Kayne) in Los Angeles; Roger Engemann & Associates, Inc.
(Engemann) in Pasadena; 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 Investment Partners.

Zweig Consulting LLC (the "Sub-Adviser"), 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. Martin E. 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 and Section 30(h) of
the Investment Company Act of 1940 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 years ended December 31, 2001 and December 31, 2002, there was
compliance with all Section 16(a) and Section 30(h) 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, 2003. 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, 2002 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 year ended December 31, 2002 were
$53,000. The aggregate fees billed by PwC to ZTR in connection with the annual
audit of ZTR's financial statements for the fiscal year ended December 31, 2002
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, 2002.

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 $255,250, for the fiscal year ended
December 31, 2002. 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 2004 MEETING

Any proposals of shareholders that are intended to be presented at a Fund's
2004 Annual Meeting of Shareholders must be received at such Fund's principal
executive offices no later than January 23, 2004, 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 2004 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 April 8, 2004. 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
May 23, 2003 Directors of
The Zweig Fund, Inc. and The
Zweig Total Return Fund, Inc.
PHILIP R. MCLOUGHLIN,
CHAIRMAN OF THE BOARD
AND PRESIDENT

4902-PS-03

DETACH HERE ZZWF52

THE ZWEIG FUND, INC.

ANNUAL MEETING OF SHAREHOLDERS
JUNE 23, 2003
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS

The undersigned shareholder of The Zweig Fund, Inc., a Maryland corporation
(the "Fund"), hereby appoints PHILIP R. McLOUGHLIN 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
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 THE SEE REVERSE
SIDE REVERSE SIDE.) SIDE

THE ZWEIG FUND, INC.
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZZWF51

PLEASE MARK
/X/ VOTES AS IN
THIS EXAMPLE.

1. Election of Directors.
NOMINEES: (01) Charles H. Brunie
(02) Philip R. McLoughlin
(03) James B. Rogers, Jr.

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

FOR WITHHELD
ALL / / FROM ALL / /
NOMINEES NOMINEES

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

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:
------------- -------- ------------ --------

DETACH HERE ZZTR62

THE ZWEIG TOTAL RETURN FUND, INC.

ANNUAL MEETING OF SHAREHOLDERS
JUNE 23, 2003
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 PHILIP R. McLOUGHLIN 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 ON THE SEE REVERSE
SIDE REVERSE SIDE.) SIDE

THE ZWEIG TOTAL
RETURN FUND, INC.
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZZTR61

PLEASE MARK
/X/ VOTES AS IN
THIS EXAMPLE.

1. Election of Directors.
NOMINEES: (01) Charles H. Brunie
(02) Philip R. McLoughlin
(03) James B. Rogers, Jr.

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 / /

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