PROXY STATEMENT IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF
DIRECTORS OF THE ZWEIG TOTAL RETURN FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS (To be held on May 10, 2005)
Our names are Phillip Goldstein and Arthur Lipson. We are
shareholders of The Zweig Total Return Fund, Inc. (the "Fund").
We are sending this proxy statement and the enclosed green proxy
card to stockholders of record on March 8, 2005. We are
soliciting a proxy to vote your shares at the 2005 Annual Meeting
of Stockholders of the Fund (the "Meeting") provided that the
board of directors agrees prior to the Meeting to open-end the
Fund or to conduct a self-tender offer. If you give us your
proxy and the board does not agree prior to the Meeting to open-
end the Fund or to conduct a self-tender offer, we will not
attend the Meeting, we will not vote your shares, and your shares
will not be counted toward a quorum. If you do not believe the
foregoing condition is reasonably specified or you
unconditionally want your shares to be represented at the
Meeting, you should not give us your proxy. Please refer to the
Fund's proxy soliciting material for additional information
concerning the Meeting including the election of directors.
This proxy statement and the enclosed green proxy card are first
being sent to shareholders of the Fund on or about April -- 2005.
INTRODUCTION
How Proxies Will Be Voted
If you return a green proxy card to us or to our agent, your
shares will be represented at the Meeting and voted as you
indicate on the election of directors, which is the only matter
scheduled for a vote, provided that the board of directors agrees
prior to the Meeting to open-end the Fund or to conduct a self-
tender offer. If the board does not agree to open-end the Fund
or conduct a self-tender offer, we will not attend the Meeting,
we will not vote your shares, and your shares will not be counted
toward a quorum. If you do not believe the foregoing condition
is reasonably specified or you unconditionally want your shares
to be represented at the Meeting, you should not give us your
proxy. If we attend the meeting, then unless you indicate
otherwise, your shares will be voted TO WITHHOLD AUTHORITY to
vote for the election of the board's nominees.
Voting Requirements
A quorum requires at least 50% of the Fund's outstanding shares
to be represented at the Meeting. If a quorum is present, the
two nominees receiving the most votes shall be elected as
directors.
Revocation of Proxies
You may revoke your proxy by delivering a written revocation to
us or by voting in person at the Meeting. (Attendance at the
Meeting will not in and of itself revoke your proxy.) There is
no limit on the number of times you may revoke your proxy prior
to the Meeting. Only your latest dated proxy will be counted.
Information Concerning the Soliciting Shareholders
Phillip Goldstein and Arthur Lipson are the Soliciting
Shareholders. Mr. Goldstein's address is 60 Heritage Drive,
Pleasantville, NY 10570 and Mr. Lipson's address is 2855 East
Cottonwood Parkway, Suite 110, Salt Lake City, UT 84121. Mr.
Goldstein and Mr. Lipson are investment managers.
Since December 1, 1992, Mr. Goldstein has been the president and
50% shareholder of Kimball & Winthrop, Inc., the general partner
of Opportunity Partners L.P., a private investment partnership.
Mr. Goldstein is also the portfolio manager of Opportunity
Partners. Mr. Lipson is the sole owner of Western Investment
LLC, the investment manager of certain private investment
entities.
As of April 7, 2005, Mr. Goldstein and Mr. Lipson are deemed to
be the beneficial owners of ------------- and -------------
shares respectively owned by them and their clients. All of
their purchases have been made since July 2003 and except for one
share owned by Mr. Goldstein and one share owned by Mr. Lipson in
record name, all of their shares are held in street name, some of
which are in margin accounts. Since July 2003, Mr. Goldstein has
made no sales and Mr. Lipson has purchased ---------- shares and
has sold -------- shares.
REASONS FOR THE SOLICITATION
Our goal is to afford all shareholders an opportunity to realize
NAV for their shares. We believe the board of directors made a
serious mistake when it eliminated the Fund's long-standing
annual 10% cash distribution policy in 2003 because the Fund's
shares quickly went from a premium to a double-digit discount.
After many shareholder complaints, the board eventually
reinstated the 10% cash distribution policy. The discount
narrowed after that but in March 2005, it was still as high as --
---%. We believe that shareholders deserve an opportunity to
realize NAV for their shares. Unless the board agrees prior to
the Meeting to open-end the Fund or to conduct a self-tender
offer, we will not attend the Meeting, we will not vote your
shares, and your shares will not be counted toward a quorum. If
you do not believe the foregoing condition is reasonably
specified or you unconditionally want your shares to be
represented at the Meeting, you should not give us your proxy.
If a quorum is not achieved, then in 2006 we may seek to (1)
elect a majority of the board or (2) prevent a quorum again and
then obtain a court order to liquidate the Fund as provided for
by Maryland law. If the Fund is liquidated, all shareholders
will receive NAV for their shares.
PROPOSAL 1: ELECTION OF DIRECTORS
The only matter that is scheduled for the Meeting is the election
of two directors. If the board agrees prior to the Meeting to
open-end the Fund or to conduct a self-tender offer, the proxy
holders intend, in the absence of contrary instructions, to vote
all green proxies TO WITHHOLD AUTHORITY to vote for the board's
nominees. If the board does not agree to open-end the Fund or to
conduct a self-tender offer, we will not attend the Meeting, we
will not vote your shares on this proposal, and your shares will
not be counted toward a quorum. If you do not believe the
foregoing condition is reasonably specified or you
unconditionally want your shares to be represented at the
Meeting, you should not give us your proxy. Please refer to
management's proxy statement for information regarding the names,
qualifications and background of the board's nominees.
THE SOLICITATION
We are making this solicitation personally. Persons affiliated
with or employed by us or our affiliates may assist us in the
solicitation of proxies. They will not receive any special
compensation for their services. We will ask banks and brokerage
firms that hold shares for beneficial owners of shares to forward
this proxy statement and the enclosed GREEN proxy card to the
beneficial owners of those shares. We will reimburse them for
their reasonable out-of-pocket expenses.
Initially, we will bear all of the expenses related to this proxy
solicitation. Because we believe that shareholders will benefit
from this solicitation, we intend to seek reimbursement of our
expenses from the Fund. Shareholders will not be asked to vote
on the reimbursement of our expenses. We estimate that our
expenses will be about $ ---------.
There is no arrangement or understanding involving us or any of
our affiliates that relates to future employment by or any future
transaction with the Fund or any of its affiliates.
DATED: April --, 2005
PROXY CARD
Proxy Solicited in Opposition to the Board of Directors of the
Zweig Total Return Fund, Inc. by Phillip Goldstein and Arthur
Lipson for the Annual Meeting of Stockholders on May 10, 2005
The undersigned hereby appoints Rajeev Das, Phillip Goldstein,
and Arthur Lipson and each of them, as the undersigned's proxies,
with full power of substitution, to attend the Annual Meeting of
Stockholders of The Zweig Total Return Fund, Inc. (the "Fund") on
May 10, 2005, (the "Meeting"), and any adjournment or
postponement thereof, and to vote on all matters that may come
before the Meeting the number of shares that the undersigned
would be entitled to vote if present in person, as specified
below subject to the board agreeing to open-end the Fund or to
conduct a self-tender offer. The undersigned expressly
understands this condition and agrees that it is reasonably
specified. If the board does not agree prior to the Meeting to
open-end the Fund or to conduct a self-tender offer, the proxy
holders will not attend the Meeting, will not vote the
undersigned's proxy, and the undersigned's shares will not be
counted toward a quorum.
Election of two directors
In the absence of instructions to the contrary and subject to the
board agreeing prior to the Meeting to open-end the Fund or to
conduct a self-tender offer, the above named proxies intend to
use this proxy TO WITHHOLD AUTHORITY to vote for the nominees
made by the board. Please refer to management's proxy statement
for information regarding the names, qualifications and
background of the board's nominees. If you wish to have your
shares voted for one or both of the board's nominees, please
write their name(s) below:
________________________________________________________
Please sign and date below. Your shares will be voted as
indicated above provided that the board agrees prior to the
Meeting to open-end the Fund or to conduct a self-tender offer.
Otherwise, the proxy holders will not attend the Meeting, they
will not vote your shares, and your shares will not be counted
toward a quorum. If the proxy holders attend the Meeting and no
direction is made, this proxy will be voted TO WITHHOLD AUTHORITY
to vote for the election of the board's nominees whose names are
provided in management's proxy statement. The undersigned hereby
acknowledges receipt of the proxy statement dated April --, 2005
of Phillip Goldstein and Arthur Lipson and revokes any proxy
previously executed.
SIGNATURE (S)_________________________________ Dated:
_______________