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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/ / Preliminary Proxy Statement
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Section 240.14a-12

THE ZWEIG 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.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022

March 15, 2001

DEAR SHAREHOLDER:

You are cordially invited to attend the Annual Meeting of Shareholders of
The Zweig Fund, Inc. (the "Fund") to be held on Tuesday, May 8, 2001, 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.

The accompanying Notice of Annual Meeting of Shareholders and Proxy
Statement present the proposal to be considered at the Annual Meeting.

The Board of Directors recommends that you vote FOR the election to the
Board of the three current Directors who are standing for re-election.

This meeting will also give you an opportunity to hear a report on the Fund
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.

MARTIN E. ZWEIG,
CHAIRMAN OF THE BOARD
AND PRESIDENT

THE ZWEIG FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 8, 2001

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TO THE SHAREHOLDERS:

The Annual Meeting of Shareholders (the "Meeting") of The Zweig Fund, Inc.,
a Maryland corporation (the "Fund"), will be held Tuesday, May 8, 2001, at 10:00
AM. at The St. Regis Hotel, located at 2 East 55th Street (between Fifth and
Madison Avenues), New York, New York for the following purposes, all of which
are more fully described in the accompanying Proxy Statement:

1. ELECT DIRECTORS:

To elect two Directors to serve until the Annual Meeting of Shareholders
in 2004, and to elect one Director to serve until the Annual Meeting of
Shareholders in 2002; and

2. OTHER BUSINESS:

To transact such other business as may properly come before the Meeting
or any adjournments thereof.

The Board of Directors has fixed the close of business on February 14, 2001
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the Meeting or any postponement or adjournment thereof. The
enclosed proxy is being solicited on behalf of the Board of Directors.

By Order of the Board of Directors of
The Zweig Fund, Inc.
MARTIN E. ZWEIG,
CHAIRMAN OF THE BOARD

New York, New York
March 15, 2001
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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 FUND 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.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 8, 2001

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This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The Zweig Fund, Inc., a Maryland
corporation (the "Fund"), for use at the Annual Meeting of Shareholders to be
held at The St. Regis Hotel, located at 2 East 55th Street, New York, New York
on Tuesday, May 8, 2001, 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
March 15, 2001.

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 proxies that are unmarked will
be voted "for" the election of the three nominees of the Board of Directors as
Directors of the Fund. 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 Fund, or by returning a subsequently dated
proxy.

The election of Directors requires a plurality of the votes cast 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.

The Board of Directors of the Fund has fixed the close of business on
February 14, 2001 as the record date for the determination of shareholders
entitled to notice of and to vote at the Meeting. As of the record date,
60,306,067 shares of the Fund's common stock were outstanding. To the best of
the Fund's knowledge, no person beneficially owns more than five percent of the
outstanding shares of the Fund's common stock.

The Annual Report of the Fund for the year ended December 31, 2000,
including financial statements, has 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 February 14, 2001.

The Fund will furnish, without charge, another copy of the Fund's December
31, 2000 Annual Report to any shareholder who requests it by contacting the
Fund's Administrator, Phoenix Equity Planning Corp., 56 Prospect Street,
P.O. Box 150480, Hartford, Connecticut 06115-0480, Attention: Shareholder
Services; Toll-free telephone number 1-800-272-2700.

This Proxy Statement and the accompanying form of proxy will be first sent
to shareholders on or about March 15, 2001.

ELECTION OF DIRECTORS

The members of the Board of Directors of the Fund are divided into three
classes with the term of office of one class expiring each year. At the
forthcoming Annual Meeting, two Directors will be elected to serve a three-year
term (until the third succeeding Annual Meeting in 2004), and one Director will

be elected to serve a one-year term (until the first succeeding Annual Meeting
in 2002). 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.

The 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. The Fund's Nominating Committee consists of
Directors who are not "interested persons" (as defined in the Investment Company
of 1940, as amended (the "1940 Act")) of the Fund or its investment adviser.

Based on the recommendations made by the Fund's Nominating Committee at its
meeting held in February 2001, the Board of Directors of the Fund has nominated
Alden C. Olson and Martin E. Zweig, who are presently Directors of the Fund, for
re-election to the Board of the Fund, to each serve until the third succeeding
Annual Meeting in 2004, and Wendy Luscombe, whom the Board of Directors elected
as a Director of the Fund at its meeting held in February 2001, to serve until
the first succeeding Annual Meeting in 2002.

Background information with respect to the current Directors appears below.

SHARES
BUSINESS EXPERIENCE OF FUND
NAME, ADDRESS AND AGE(1) DURING THE PAST FIVE YEARS OWNED(2)
------------------------ -------------------------- --------

Martin E. Zweig* .................... Chairman of the Board and President of the Fund 112,358(3)
900 Third Avenue since 1986; President of Zweig Consulting LLC
New York, New York 10022 (the "Sub-Adviser") and Phoenix-Zweig Trust;
58 Chairman of the Board and President of The
Zweig Total Return Fund, Inc. since 1988;
Managing Director of Zweig-DiMenna Associates
LLC; President of Zweig-DiMenna International
Managers, Inc., Zweig-DiMenna
Associates, Inc. and Gotham Advisors, Inc.;
Shareholder, Watermark Securities, Inc.;
formerly President and Director of Zweig Total
Return Advisors, Inc. and Zweig Advisors Inc.;
formerly Chairman of Zweig/Glaser Advisers and
Euclid Advisors LLC; Member of the Undergradu-
ate Executive Board of The Wharton School,
University of Pennsylvania; Trustee of the
Manhattan Institute.
Charles H. Brunie ................... Director of the Fund since 1998; Director of The 30,000
21 Elm Rock Road Zweig Total Return Fund, Inc. since 1988;
Bronxville, NY 10708 Chairman Emeritus, Board of Trustees of the
70 Manhattan Institute; Chartered Financial
Analyst; and formerly Chairman Emeritus of
Oppenheimer Capital.

SHARES
BUSINESS EXPERIENCE OF FUND
NAME, ADDRESS AND AGE(1) DURING THE PAST FIVE YEARS OWNED(2)
------------------------ -------------------------- --------

Elliot S. Jaffe ..................... Director of the Fund since 1988; Director of The 12,400(4)
30 Dunnigan Drive Zweig Total Return Fund, Inc. since 1988;
Suffern, NY 10901 Chairman and Chief Executive Officer of The
74 Dress Barn, Inc.; Director of National Retail
Federation; Director of Shearson Appreciation
Fund; Director of Shearson Managed
Governments, Inc.; Director of Shearson Income
Trust; Director of Shearson Lehman Small
Capitalization Fund; Director of Stamford
Hospital Foundation; Member of the Board of
Overseers of The School of Arts and Sci-
ences, University of Pennsylvania; Trustee
Teachers College, Columbia University.
Wendy Luscombe ...................... Director of the Fund since 2001; Director of The 250
480 Churchtown Road Zweig Total Return Fund, Inc. since 2001;
Craryville, NY 12521 Principal of WLK Associates, Inc. since 1994;
49 Fellow of the Royal Institution of Chartered
Surveyors; Member of the Chartered Institute
of Arbitrators; Director of Amadeus Vision
Capital, plc; Director of Endeavour Real
Estate Securities, Ltd.; Director of PXRE
Corp.; Chairman of Investment Committee of
PXRE Corp.
Alden C. Olson ...................... Director of the Fund since 1996; Director of The 2,000(5)
2711 Ramparte Path Zweig Total Return Fund, Inc. since 1996;
Holt, Michigan 48842 Chartered Financial Analyst; formerly Director
72 of First National Bank of Michigan; formerly
Professor of Financial Management, Investments
at Michigan State University.
James B. Rogers, Jr. ................ Director of the Fund since 1986; Director of The 4,449
352 Riverside Drive Zweig Total Return Fund, Inc. since 1988;
New York, NY 10025 Private Investor; Chairman of Beeland
58 Interests; Regular Commentator on CNBC; Author
of "Investment Biker: On the Road with Jim
Rogers"; Director of Emerging Markets Brewery
Fund; Director of Levco Series Trust;
Sometimes Visiting Professor at Columbia
University; Columnist for WORTH Magazine; and
currently on a drive around the world -- see
www.jimrogers.com.

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* Director considered to be an "Interested Person," as that term is defined
in the 1940 Act. Dr. Zweig is considered an interested person of the Fund
because, among other things, he is an officer of the Fund.

(1) The terms of the Directors who are not nominees at the current Annual
Meeting are: Mr. Jaffe who will continue in office until the annual meeting in
2002 and Mr. Brunie and Mr. Rogers who will continue in office until the annual
meeting in 2003.

(2) The information as to beneficial ownership is based on statements
furnished to the Fund by the Directors and reflects ownership as of January 1,
2001, except for Ms. Luscombe's ownership, which is as of March 1, 2001. Except
as otherwise indicated, each person has sole voting and investment power with
respect to the shares listed as owned by him or her. Fractional shares are
rounded off to the nearest whole share. The Directors and officers of the Fund,
as a group, beneficially own less than 1% of the outstanding shares of the Fund.

(3) Does not include 68,070 shares held by Dr. Zweig as co-trustee for his
sons, as to which he disclaims beneficial ownership. Includes 27,206 shares
owned by Dr. Zweig's individual retirement account, as to which he has sole
voting and investment power.

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

(5) Includes 342 shares owned by Professor Olson's individual retirement
account, as to which he has sole voting and investment power.

COMPENSATION OF DIRECTORS AND OFFICERS

During the year ended December 31, 2000, the Fund paid Directors' fees,
aggregating $70,000 to its current Directors who are not interested persons of
the Fund or its investment adviser. The Fund pays each Director who is not an
interested person of the Fund or its investment adviser an annual fee of $10,000
and a fee of $1,500 for attendance at each meeting of the Board of Directors or
a committee of the Board. The 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 the Fund and The Zweig Total
Return Fund, Inc. to current Directors for the year ended December 31, 2000. The
Fund does not pay any pension or retirement benefits to its Directors.

AGGREGATE TOTAL COMPENSATION FROM
COMPENSATION THE FUND AND THE ZWEIG
DIRECTORS FROM THE FUND TOTAL RETURN FUND, INC.
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Charles H. Brunie............................... $16,000 $33,500
Elliot S. Jaffe................................. $17,500 $36,500
Alden C. Olson.................................. $19,000 $39,500
James B. Rogers, Jr............................. $17,500 $36,500

Jeffrey Lazar, Executive Vice President and Treasurer of the Fund, and
Christopher Capano, Vice President and Assistant Treasurer of the Fund, are the
only executive officers of the Fund not disclosed in the above listing of
Directors. Mr. Lazar has been an officer of the Fund since its inception in
1986. Mr. Lazar is 41 years old and was, on January 1, 2001, the beneficial
owner of 10,209 shares of the common stock of the Fund, of which 1,671 shares
are owned through his individual retirement account. Mr. Lazar is Vice President
of Phoenix/Zweig Advisers LLC, the Fund's investment adviser (the "Adviser").
Mr. Capano has worked for the Adviser since 1994 and has been an officer of the
Fund since 1996. Mr. Capano is 33 years old and was, on January 1, 2001, the
beneficial owner of 249 shares of the common stock of the Fund.

COMMITTEES AND BOARD OF DIRECTORS' MEETINGS

The Fund's Board of Directors has a standing Audit Committee. The Audit
Committee's primary functions include recommending the Fund's independent
auditors for selection by the Board and reviewing the scope of the annual audit
conducted by such auditors. At a meeting held in February 2001, the Audit
Committee reviewed and discussed the Fund's audited financial statements for the
year ending December 31, 2000 with the Fund's management, and discussed with the
Fund's independent auditors the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU 380). The Audit Committee
has also received the written disclosures and the letter from the independent
auditors required by Independence Standards Board Standard No. 1 (Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees),
and has discussed with the independent auditors the independent auditors'
independence. Based on this review and these discussions, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the annual report to shareholders required by the provisions of the
1940 Act for the last fiscal year for filing with the Securities and Exchange
Commission. The members of the Audit Committee, Messrs. Jaffe and Olson and
Ms. Luscombe, are

"independent" within the meaning of the 1940 Act and the New York Stock Exchange
corporate governance standards for audit committees.

The Fund's Board of Directors has adopted a written charter for the Audit
Committee. A copy of this charter is included as Exhibit A to this Proxy
Statement.

Messrs. Brunie, Rogers and Olson, each of whom is not an interested person
of the Fund, are members of the Nominating Committee of the Board of Directors
of the Fund. The Fund's Nominating Committee considers candidates for election
to fill vacancies on the 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 Fund. The Fund has no standing compensation committee.

The Board of Directors of the Fund held four meetings during the year ended
December 31, 2000, and also held one meeting in February 2001. The Fund's
Nominating Committee held one meeting during the year ended December 31, 2000
and met in advance of the February 2001 Board meeting, at which time the
Nominating Committee recommended the nominees for re-election to the Board. The
Fund's Audit Committee held two meetings during the year ended December 31, 2000
and one meeting in February 2001. Each of the nominees (except Ms. Luscombe whom
the Board elected as a Director at its meeting in February 2001) and each 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 held during the 2000 year.

THE BOARD OF DIRECTORS OF THE FUND 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 Fund's investment
adviser. 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"), a large,
diversified financial services organization which is a 100%-owned indirect
subsidiary of Phoenix Home Life Mutual Insurance Company.

Phoenix Equity Planning Corp. (the "Administrator") serves as the Fund's
administrator. 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 Fund's sub-adviser, 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 Fund 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, the Fund believes that,
during the year ended December 31, 2000, there was compliance with all
Section 16(a) reporting requirements applicable to its reporting persons.

INDEPENDENT ACCOUNTANTS

At the recommendation of the Audit Committee of the Fund, the Board of
Directors of the Fund, including a majority of the Directors who are not
interested persons of the Fund, has selected the firm

of PricewaterhouseCoopers LLP ("PwC") to serve as independent accountants of the
Fund for the year ending December 31, 2001. 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, 2000 are described below.

AUDIT FEES

The aggregate fees billed by PwC to the Fund in connection with the annual
audit of the Fund's financial statements for the fiscal year ended December 31,
2000 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 the Fund, the Adviser, or any entity
controlling, controlled by, or under common control with the Adviser that
provided services to the Fund for the fiscal year ended December 31, 2000.

ALL OTHER FEES

The aggregate fees billed for all other non-audit services, including fees
for tax-related services, rendered by PwC to the Fund, the Adviser, and any
entity controlling, controlled by, or under common control with the Adviser that
provided services to the Fund for the fiscal year ended December 31, 2000 were
$6,800. The Audit Committee has determined that the provision of non-audit
services is compatible with maintaining the independence of PwC.

ADDITIONAL INFORMATION

OTHER MATTERS

The Board of Directors knows 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 Fund 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 Fund, upon request, will reimburse
banks, brokers and others for their reasonable expenses in forwarding proxy
solicitation material to the beneficial owners of the Fund's common stock. In
order to obtain the necessary quorum at the Meeting, supplementary solicitation
may be made by mail, telephone or personal interviews by officers or employees
of the Fund and/or Adviser.

VOTE REQUIRED

The election of Directors requires a plurality of the votes cast at the
Meeting. 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 State Street
Bank & Trust Company, the Fund's transfer agent.

PROPOSALS FOR 2002 MEETING

Any proposals of shareholders that are intended to be presented at the
Fund's 2002 Annual Meeting of Shareholders must be received at the Fund's
principal executive offices no later than November 13, 2001, 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.

New York, New York By Order of the Board of Directors of
March 15, 2001 The Zweig Fund, Inc.
MARTIN E. ZWEIG,
CHAIRMAN OF THE BOARD

EXHIBIT A
THE ZWEIG FUND, INC.
AUDIT COMMITTEE CHARTER

The Audit Committee is appointed by the Board to assist the Board in
monitoring (1) the quality and objectivity of the financial statements of The
Zweig Fund, Inc. (the "Fund") and (2) the independence and performance of the
Fund's external auditor.

The members of the Audit Committee shall meet the independence and
experience requirements of the New York Stock Exchange. None of the members of
the Audit Committee shall be an "interested person" of the Fund, as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended. The members
of the Audit Committee shall be appointed by the Board.

The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Committee. The Audit Committee may
request any officer or employee of the Fund or the Fund's outside counsel or
independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee.

The Audit Committee's polices and procedures shall remain flexible to
facilitate the Audit Committee's ability to react to changing conditions and to
generally discharge its functions. The following listed committee
responsibilities describe areas of attention in broad terms.

The Audit Committee shall:

1. Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval.

2. Review the annual audited financial statements with management,
including major issues regarding the accounting and auditing principles
and practices.

3. Review an analysis prepared by management and the independent auditor of
significant financial reporting issues and judgments made in connection
with the preparation of the Fund's financial statements.

4. Review major changes to the Fund's auditing and accounting principles
and practices as suggested by the independent auditor or management.

5. Recommend to the Board the appointment of the independent auditor, which
firm is ultimately accountable to the Audit Committee and the Board.

6. Approve the fees to be paid to the independent auditor.

7. Receive periodic written reports (on not less than an annual basis) from
the independent auditor regarding the auditor's independence, discuss
such reports with the auditor, and if so determined by the Audit
Committee, recommend that the Board take action to satisfy itself of the
independence of the auditor.

8. Evaluate together with the Board the performance of the independent
auditor and, if so determined by the Audit Committee, recommend that the
Board replace the independent auditor.

A-1

9. Meet with the independent auditor prior to the audit to review the
planning and staffing of the audit.

10. Discuss with the independent auditor the matters required by Statement
on Auditing Standards No. 61 relating to the conduct of the audit.

11. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Fund's response to that letter. Such review should
include any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information.

12. Prepare or cause to be prepared the report required by the rules of the
Securities and Exchange Commission to be included in the Fund's annual
proxy statement.

13. Review with the Fund's counsel legal matters that may have a material
impact on the financial statements, the Fund's compliance policies and
any material reports or inquiries received from regulators or government
agencies.

While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Fund's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations and/or the Fund's Code of Ethics.

A-2

4902-PS-01

THE ZWEIG FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 8, 2001
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, 2001, at 10:00 A.M., at any and all adjournments thereof,
and to vote at the Annual Meeting all shares of the Fund which the undersigned
would be entitled to vote, with all powers the undersigned would possess if
personally present in accordance with the instructions on the reverse side of
this proxy.

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY
WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS AND IN DISCRETION OF THE
PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING AND ANY ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF
THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

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

PLEASE MARK BOXES / / OR / / IN BLUE OR BLACK INK.

1. GRANTING / / WITHHOLDING / / authority to vote for the election as directors
of all the nominees listed below:

Wendy Luscombe, Alden C. Olson and Martin E. Zweig
(Instructions: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name.)
2. In their discretion, on such other matters as may properly come before the
meeting and any adjournments thereof.

Please sign exactly as name
or names appears on this
proxy. If stock is held
jointly, each holder should
sign. If signing as
attorney, trustee,
executor, administrator,
custodian, guardian or
corporate officer, please
give full title.

Dated ,2001
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Signature

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