EX-99.77Q1 OTHR EXHB

AMENDED AND RESTATED

BYLAWS


OF

THE ZWEIG TOTAL RETURN FUND, INC.

A Maryland Corporation



ARTICLE I

STOCKHOLDERS

	SECTION 1.   Annual Meetings.   The annual meeting of the
Stockholders of The Zweig Total Return Fund, Inc. (the
"Corporation") shall be held on a date fixed from time to time by
the Board of Directors within the thirty-one (31) day period
beginning on April 30 and ending on May 30 of each year.  An annual
meeting may be held at any place in or out of the State of Maryland
as may be determined by the Board of Directors and designated in
the notice of the meeting and at the time specified by the Board
of Directors.  Any business of the Corporation may be transacted at
an annual meeting without being specifically designated in the
notice unless otherwise provided by statute, the Corporation's
Charter or these Bylaws.

	SECTION 2.   Special Meetings.   Special meetings of the
stockholders for any purpose or purposes, unless otherwise prescribed
by statute or by the Corporation's Charter, may be held at any place
within the United States, and may be called at any time by the Board
of Directors or by the Chairman or the President, and shall be called
by the President or Secretary at the request in writing of a majority
of the Board of Directors or at the request in writing of
stockholders entitled to cast at least a majority of the votes
entitled to be cast at the meeting upon payment by such stockholders
to the Corporation of the reasonably estimated cost of preparing and
mailing a notice of the meeting (which estimated cost shall be
provided to such stockholders by the Secretary of the Corporation).
A written request shall state the purpose or purposes of the
proposed meeting. At any special meeting of the stockholders, only
such business shall be conducted as shall be properly brought
before the meeting and shall have been indicated in the call for
the meeting as provided in this Section 2 and the Corporation's
notice of meeting given in accordance with the provisions of
Section 4 of this Article I of these Bylaws.  The chairman of the
special meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the
meeting or is not a proper subject for the meeting; any such
business shall not be considered or transacted.

	SECTION 3.   Notice of Stockholder Business at Annual Meetings.
		(a)	At any annual meeting of the stockholders, only
such business shall be conducted as shall have been properly brought
before the meeting.  To be properly brought before an annual meeting,
the business (except as otherwise set forth with respect to the
election of directors as provided in Article II hereof) must (i) be
specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (ii) otherwise be
properly brought before the meeting by or at the direction of the
Board of Directors, or (iii) otherwise (x) be properly brought before
the meeting by a stockholder who is entitled to vote at the meeting,
who complies with the notice procedures set forth in this Section 3
and who is a stockholder of record at the time such notice is
delivered to the Secretary of the Corporation, and (y) constitute
a proper subject to be brought before the meeting.
		(b) For business to be properly brought before an
 annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the
Corporation. To be timely, such notice must be delivered to or
mailed and received at the principal executive offices of the
Corporation not less than ninety (90) days nor more than one
hundred and twenty (120) days before the date in the then current
year corresponding to the date on which the Corporation first mailed
its proxy materials for the annual meeting held in the prior year;
provided, however, that in the event that the date of the annual
meeting is advanced by more than thirty (30) days or delayed by more
than sixty (60) days from the first anniversary of the preceding
year's annual meeting, notice by such stockholder to be timely
must be so received not earlier than the one hundred twentieth
(120th) day prior to such annual meeting and not later than the
close of business on the later of the ninetieth (90th) day prior
to such annual meeting or the tenth (10th) day following the day on
which notice or public announcement of the date of such meeting was
given or made.  In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for
the giving of a stockholder's notice as described above.  For the
avoidance of doubt and without limitation, all provisions of
Section 3 of this Article I shall be effective with respect to
the 2005 annual meeting of stockholders.
		(c)	Any such notice by a stockholder shall set forth
as to each matter the stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as
they appear on the Corporation's books, of the stockholder
proposing such business, (iii) the class and number of
shares of the capital stock of the Corporation which are
beneficially and/or owned of record by the stockholder,
(iv) the nature of any such beneficial ownership of such
stock, the beneficial ownership of any such stock held by such
stockholder of record but beneficially owned by one or more other
person, and the length of time for which all such stock has been
beneficially owned and/or owned of record by such stockholder,
(v) a representation that the stockholder is a holder of record
of shares of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to present
such business, (vi) whether the stockholder intends or is part of
a group which intends to solicit proxies from other stockholders
in support of such business, and (vii) any material interest of
the stockholder and the beneficial owner, if any, on whose behalf
the proposal is made, in such business.
		(d)	The chairman of the annual meeting shall,
if the facts warrant, determine and declare to the meeting that
(i) the business proposed to be brought before the meeting is not
a proper subject thereof and/or (ii) such business was not properly
brought before the meeting in accordance with the provisions of this
Section 3, and, if he should so determine, he shall so declare to
the meeting that any such business shall not be considered or
transacted.
(e) For purpose of Article I, Section 3
and Article II, Section 3 of these Bylaws, "public
announcement" shall mean disclosure in a press release
reported by the Dow Jones New Service, Bloomberg or a comparable
news service or in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") or the
Investment Company Act of 1940, as amended.
(f) Any stockholder that gives notice of
such stockholder's intention to bring a matter before a meeting
of stockholders in accordance with this Article I, Section 3,
shall also be required, in order for such business to be properly
brought before such meeting, to deliver to the Secretary of the
Corporation, in the manner and within the time period required for
delivery of such notice, a representation signed by such stockholder
that such stockholder will attend the applicable meeting of
stockholders and present for quorum purposes at the meeting all
shares of capital stock (i) for which such stockholder has the power
to vote or direct the vote as of the record date and (ii) for
which such stockholder holds proxies as of the time and date
of the meeting.
(g) Notwithstanding the foregoing provisions
and the provisions of Article II, Section 3, a stockholder
shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the
matters set forth herein.  Nothing herein shall be deemed to affect
any rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 of the Exchange
Act.  Any proposal that is properly included in the Corporation's
proxy statement and not validly withdrawn shall be brought before
the annual meeting.

	SECTION 4.   Notice of Meetings.   Written or printed notice
of the purpose or purposes and of the time and place of every meeting
of the stockholders shall be given by the Secretary of the
Corporation to each stockholder of record entitled to vote at the
meeting by placing the notice in the mail at least ten (10) days, but
not more than ninety (90) days, prior to the date designated for
the meeting addressed to each stockholder at his address appearing on
the books of the Corporation or supplied by the stockholder to the
Corporation for the purpose of notice.  The notice of any meeting of
stockholders may be accompanied by a form of proxy approved by the
Board of Directors in favor of the actions or persons as the Board
of Directors may select.  Notice of any meeting of stockholders shall
be deemed waived by any stockholder who attends the meeting in person
or by proxy, or who before or after the meeting submits a signed
waiver of notice that is filed with the records of the meeting.

	SECTION 5.   Quorum and Certain Voting Matters.   Except
as otherwise provided by statute or by the Corporation's Charter
or these Bylaws, the presence in person or by proxy of stockholders
of the Corporation entitled to cast at least a majority of the votes
entitled to be cast shall constitute a quorum at each meeting of the
stockholders and all questions shall be decided by a majority of all
the votes cast at a meeting at which a quorum is present.  A
plurality of all the votes cast at a meeting at which a quorum is
present is sufficient to elect a director.  In the absence of a
quorum, the chairman of the meeting (and only the chairman) may
adjourn the meeting from time to time as provided in Section 6 of
this Article I until a quorum shall attend.  If a quorum is present
at the meeting, the chairman of the meeting or stockholders present,
by a majority of votes cast, may adjourn the meeting from time to
time as provided in Section 6 of this Article I.  The stockholders
present at any duly organized meeting may continue to do business
until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.  The absence
from any meeting in person or by proxy of holders
of the number of shares of stock of the
Corporation in excess of a majority that may be required by the
laws of the State of Maryland, the Investment Company Act of
1940, or other applicable statute, the Corporation's Charter
or these Bylaws, for action upon any given matter shall not
prevent action at the meeting on any other matter or matters
that may properly come before the meeting, so long as there
are present, in person or by proxy, holders of the number
of shares of stock of the Corporation required for action
upon the other matter or matters.  For purposes of determining
the presence of a quorum at any meeting of the stockholders,
there will be deemed to be present at such meeting (i) all
shares with respect to which a person present in person at
the meeting holds a proxy, whether or not such proxy is filed
at the meeting and (ii) all shares held of record by a person
present in person at the meeting.

	SECTION 6.   Adjournment.   Any meeting of the
stockholders may be adjourned from time to time, in accordance
with Section 5 of this Article I, without notice other than by
announcement at the meeting at which the adjournment is taken.
At any adjourned meeting at which a quorum shall be present
any action may be taken that could have been taken at the meeting
originally called.  A meeting of the stockholders may not be
adjourned to a date more than one hundred twenty (120) days
after the original record date.

	SECTION 7.   Organization.   At every meeting of the
stockholders, the Chairman of the Board, or in his absence or
inability to act, the President, or in his absence or inability
to act, a Vice President, or in the absence or inability to act
of the Chairman of the Board, the President and all the Vice
Presidents, a chairman chosen by the stockholders, shall act
as chairman of the meeting.  The Secretary, or in his absence
or inability to act, a person appointed by the chairman of the
meeting, shall act as secretary of the meeting and keep the minutes
of the meeting.  The Board of Directors of the Corporation shall be
entitled to make such rules or regulations for the conduct of
meetings of stockholders as it shall deem necessary, appropriate
or convenient.  Subject to such rules and regulations of the Board
of Directors, if any, the chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of
such chairman, are necessary, appropriate or convenient for the
proper conduct of the meeting, including, without limitation,
establishing an order of business for the meeting, rules and
procedures for maintaining order at the meeting and the safety
of those present, limitations on participation in such meeting
to stockholders of record of the Corporation and their duly
authorized and constituted proxies, and such other persons as
the chairman shall permit, limitations on the time allotted
to questions or comments by participants, and regulation of the
opening and closing of the polls for balloting and matters which
are to be voted on by ballot.

	SECTION 8.   Order of Business.   The order
of business at all meetings of the stockholders
shall be as determined by the chairman of the meeting.

	SECTION 9.   Voting.   Except as otherwise provided
by statute or the Corporation's Charter, each holder of
record of shares of stock of the Corporation having
voting power shall be entitled at each meeting of
the stockholders to one (1) vote for every share
of stock standing in his name on the records of
the Corporation as of the record date
determined pursuant to Section 10 of this Article I.

	Each stockholder entitled to vote at any meeting of
stockholders may authorize another person or persons to act for
him by a proxy signed by the stockholder or his attorney-in-fact
or, unless otherwise determined by the Board of Directors with
respect to a particular meeting of stockholders, in such other
manner as shall be permitted by Maryland law, including by electronic
or telephonic means.  No proxy shall be valid after the expiration
of eleven (11) months from the date thereof, unless otherwise
provided in the proxy.  Every proxy shall be revocable at the
pleasure of the stockholder authorizing it, except in those cases
in which the proxy states that it is irrevocable and in which an
irrevocable proxy is permitted by law.

	SECTION 10.   Fixing of Record Date for Determining
Stockholders Entitled to Vote at Meeting.   The Board of Directors
may set a record date for the purpose of determining stockholders
entitled to notice of and to vote at any meeting of the stockholders.
The record date for a particular meeting shall be not more than
ninety (90) nor fewer than ten (10) days before the date of the
meeting.  All persons who were holders of record of shares as
of the record date of a meeting, and no others, shall be
entitled to vote at such meeting and any adjournment thereof.

	SECTION 11.   Inspectors.   The Board of Directors may, in advance
of any meeting of stockholders, appoint one (1) or more inspectors to
act at the meeting or at any adjournment of the meeting.  If the
inspectors shall not be so appointed or if any of them shall fail to
appear or act, the chairman of the meeting may appoint inspectors.
Each inspector, before entering upon the discharge of his duties,
shall, if required by the chairman of the meeting, take and sign
an oath to execute faithfully the duties of inspector at the meeting
with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares outstanding and
the voting power of each share, the number of shares represented at
the meeting, the existence of a quorum and the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with
the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do those acts as are proper to conduct the
election or vote with fairness to all stockholders.  On request of
the chairman of the meeting or any stockholder entitled to vote at
the meeting, the inspectors shall make a report in writing of any
challenge, request or matter determined by them and shall execute
a certificate of any fact found by them.  No director or candidate
for the office of director shall act as inspector of an election
of directors.  Inspectors need not be stockholders of the
Corporation.

	SECTION 12.   Consent of Stockholders in Lieu of Meeting.
Except as otherwise provided by statute or the Corporation's Charter,
any action required to be taken at any annual or special meeting of
stockholders, or any action that may be taken at any annual or
special meeting of the stockholders, may be taken without a meeting,
without prior notice and without a vote, if a unanimous written
consent that sets forth the action and is signed by each stockholder
entitled to vote on the matter is filed with the records of the
meetings of stockholders.

	SECTION 13.   Reasonable Efforts to Hold Annual Meeting.
Notwithstanding anything herein to the contrary, the Corporation
shall have no obligation to hold an annual meeting of stockholders
in any calendar year in which all of the following has occurred:
(i) notice of an annual meeting of stockholders has been duly given
in accordance with the provisions hereof; (ii) the Corporation has
used its reasonable efforts to obtain a quorum; and (iii) the
Corporation has been unable to procure a quorum for the meeting
prior to the expiration of one hundred and twenty (120) days
following the record date established for the meeting.

ARTICLE II

BOARD OF DIRECTORS

	SECTION 1.	General Powers.  Except as otherwise provided
in the Corporation's Charter, the business and affairs of the
Corporation shall be managed under the direction of the Board
of Directors.  All powers of the Corporation may be
exercised by or under authority of the Board of Directors
except as conferred on or reserved to the stockholders by law,
by the Corporation's Charter or by these Bylaws.

	SECTION 2.	Number, Election and Term of Directors.
The number of directors constituting the entire Board of Directors
(which initially was fixed at three (3) in the Corporation's
Charter) shall be fixed from time to time by resolution of the Board
of Directors adopted by a majority of the directors then in office;
provided, however, that the number of directors shall in no event
be fewer than that required by law, nor more than twelve (12).
Beginning with the first annual meeting of stockholders of
the Corporation held after the initial public offering of the
Corporation's stock, the Board of Directors shall be divided
into three (3) classes.  Within the limits above specified,
the number of directors in each class shall be determined
by resolution of the Board of Directors.  The term of
office of the first class shall expire on the date of
the next succeeding annual meeting of stockholders.
The term of office of the second class shall expire at
the second succeeding annual meeting of stockholders.  The
term of office of the third class shall expire at the third
succeeding annual meeting of stockholders.  Upon expiration
of the term of office of each class as set forth above, the
number of directors in such class, as determined by the Board
of Directors, shall be elected for a term of three (3) years
to succeed the directors whose terms of office expire.  The directors
shall be elected at the annual meeting of the stockholders, except
as provided in Section 6 of this Article II, and each director
elected shall hold office until his successor shall have been
elected and shall have qualified, or until his death, or until
he shall have resigned or have been removed as provided in these
Bylaws, or as otherwise provided by statute or the Corporation's
Charter.  Any vacancy created by an increase in directors may be
filled in accordance with Section 6 of this Article II.  No reduction
in the number of directors shall have the effect of removing any
director from office prior to the expiration of his term unless
the director is specifically removed pursuant to Section 5 of
this Article II at the time of the decrease.  A director need
not be a stockholder of the Corporation, a citizen of the United
States or a resident of the State of Maryland.

	SECTION 3.	Director Nominations.

		(a)	Only persons who are nominated in accordance with
procedures set forth in this Section 3 shall be eligible for
election or re-election as directors.  Nominations of persons
for election or re-election to the Board of Directors of the
Corporation may be made at an annual meeting of stockholders
or at a special meeting of stockholders as to which the call
for the meeting and the Corporation's notice of meeting provide
for the election of directors, by or at the direction of the
Board of Directors, or by any stockholder of the Corporation
who is entitled to vote for the election of such nominee at
the meeting, who complies with the notice procedures set forth
in this Section 3 and who is a stockholder of record at the time
such notice is delivered to the Secretary of the Corporation.
		(b)	Such nominations, other than those made by
or at the direction of the Board of Directors, shall be made
pursuant to timely notice delivered in writing to the Secretary
of the Corporation.  To be timely, (i) any notice of nomination(s)
by a stockholder given in connection with an annual meeting must be
delivered to or mailed and received at the principal executive
offices of the Corporation not less than ninety (90) days nor more
than one hundred and twenty (120) days before the date in the then
current year corresponding to the date on which the Corporation first
mailed its notice and proxy materials for the annual meeting held
in the prior year; provided, however, that in the event that the
date of the annual meeting is advanced by more than thirty (30)
days or delayed by more than sixty (60) days from the first
anniversary of the preceding year's annual meeting, notice by
such stockholder to be timely must be so received not earlier
than the one hundred twentieth (120th) day prior to such annual
meeting and not later than the close of business on the later of
the ninetieth (90th) day prior to such annual meeting or the tenth
(10th) day following the day on which notice or public announcement
of the date of such meeting was given or made, and (ii) any notice of
nomination(s) given in connection with a special meeting as to which
the call for the meeting and the Corporation's notice of meeting
provide for the election of directors must be delivered to or
mailed and received at the principal executive offices of the
Corporation not later than ninety (90) days prior to the date
of the meeting or, if later, not later than the close of
business on the 10th day following the day on which the
first public announcement of the date of such special
meeting was made.  In no event shall the public announcement
of an adjournment of a meeting commence a new time period for
the giving of a stockholder's notice of nomination(s) as
described above.  For the avoidance of doubt and without
limitation, all provisions of Section 3 of this Article II
shall be effective with respect to the 2005 annual meeting
of stockholders.
		(c)	Any such notice by a stockholder shall set
forth (i) as to each person whom the stockholder proposes to
nominate for election or re-election as a director (A) the name,
age, business address and residence address of such person, (B)
the principal occupation or employment of such person, (C) the class
and number of shares of the capital stock of the Corporation that are
beneficially owned by such person and (D) any other information
relating to such person that is required to be disclosed in
solicitations of proxies for the election of directors pursuant
to Regulation 14A under the Exchange Act or any successor regulation
thereto (including without limitation such person's written consent
to being named in the proxy statement as a nominee and to serving
as a director if elected and whether any person intends to seek
reimbursement from the Corporation of the expenses of any
solicitation of proxies should such person be elected a
director of the Corporation); and (ii) as to the stockholder
giving the notice (A) the name and address, as they appear on
the Corporation's books, of such stockholder, (B) the class and
number of shares of the capital stock of the Corporation which
are beneficially and/or owned or record by such stockholder, (C) the
nature of any such beneficial ownership of such stock, the
beneficial ownership of any such stock held of record by such
stockholder but beneficially owned by one or more other persons,
and the length of time for which all such stock has been
beneficially owned and/or owned of record by such stockholder,
(D) a representation that the stockholder is a holder of record of
shares of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
present such nomination(s) and (E) whether the stockholder
intends or is part of a group which intends to solicit
proxies from other stockholders in support of such nomination(s).
At the request of the Board of Directors any person nominated by the
Board of Directors for election as a director shall furnish to the
Secretary of the Corporation that information required to be set
forth in a stockholder's notice of nomination which pertains to
the nominee.
		(d)	If notice by a stockholder is required to be
given pursuant to this Section 3, no person shall be entitled
to receive reimbursement from the Corporation of the expenses of
a solicitation of proxies for the election as a director of a
person named in such notice unless such notice states that
reimbursement will be sought from the Corporation and the
Board of Directors approves such reimbursement.  The chairman
of the meeting shall, if the facts warrant, determine and declare
to the meeting that a nomination was not made in accordance with
the procedures prescribed by the Bylaws, and, if he should so
determine, he shall so declare to the meeting and the defective
nomination shall be disregarded for all purposes.
		(e)	Any stockholder that gives notice of such
stockholder's intention to nominate an individual for election
to the Board of Directors at a meeting of stockholders in
accordance with this Article II, Section 3, shall also be
required, in order for such nomination to be properly brought
before such meeting, to deliver to the Secretary of the Corporation,
in the manner and within the time period required for delivery
of such notice, a representation signed by such stockholder
that such stockholder will attend the applicable meeting
of stockholders and present for quorum purposes at the
meeting all shares of capital stock (i) for which such
stockholder has the power to vote or direct the vote as
of the record date and (ii) for which such stockholder
holds proxies as of the time and date of the meeting.

	SECTION 4.	Resignation.   A director of the Corporation
may resign at any time by giving written notice of his resignation
to the Board of Directors or the Chairman of the Board or to the
President or the Secretary of the Corporation.  Any
resignation shall take effect at the time specified in
it or, should the time when it is to become effective not
be specified in it, immediately upon its receipt.  Acceptance
of a resignation shall not be necessary to make it effective
unless the resignation states otherwise.

	SECTION 5.	Removal of Directors.   Any director of
the Corporation may be removed by the stockholders by vote
of the holders of at least seventy-five percent (75%) of the
outstanding shares of the Corporation entitled to vote for the
election of directors.

	SECTION 6.	Vacancies.   Subject to the provisions of
the Investment Company Act of 1940, any vacancies in the Board
of Directors, whether arising from death, resignation, removal,
an increase in the number of directors or any other cause, shall
be filled by a vote of a majority of the Board of Directors then
in office even though that majority is less than a quorum, provided
that no vacancy or vacancies shall be filled by action of the
remaining directors if, after the filling of the vacancy or
vacancies, fewer than two-thirds (2/3) of the directors then
holding office shall have been elected by the stockholders
of the Corporation. Subject to the provisions of the Investment
Company Act of 1940, any director elected by the Board of
Directors to fill a vacancy, shall hold office for the remainder
of the full term of the class of directors in which the vacancy
occurred and until a successor has been elected and qualifies.
In the event that at any time less than a majority of the directors
then in office were so elected by the stockholders of the
Corporation, a special meeting of the stockholders shall be held
as promptly as possible and in any event within sixty (60) days,
for the purpose of filling any vacancy or vacancies on the Board
of Directors. Any director elected by the stockholders to fill
a vacancy shall hold office for the balance of the term of the
director whose death, resignation or removal occasioned the
vacancy and until a successor has been elected and qualifies
or until his earlier resignation or removal.

	SECTION 7.	Place of Meetings.   Meetings of the Board may be
held at any place that the Board of Directors may from time to time
determine or that is specified in the notice of the meeting.

	SECTION 8.	Regular Meetings.   Regular meetings of the Board
of Directors may be held at the time and place determined by the
Board of Directors.

	SECTION 9.   Special Meetings.   Special meetings of the
Board of Directors may be called by two (2) or more directors
of the Corporation or by the Chairman of the Board or the President.

	SECTION 10.   Annual Meeting.   The annual meeting of the
newly elected and other directors shall be held as soon as
practicable after the meeting of stockholders at which the
newly elected directors were elected.  No notice of such
annual meeting shall be necessary if held immediately after
the adjournment, and at the site, of the meeting of stockholders.
If not so held, notice shall be given as hereinafter provided for
special meetings of the Board of Directors.

	SECTION 11.	  Notice of Special Meetings.  Notice of each
special meeting of the Board of Directors shall be given by the
Secretary as hereinafter provided.  Each notice shall state the
time and place of the meeting and shall be delivered to each
director, either personally or by telephone or other standard
form of telecommunication (including electronic mail), at least
twenty-four (24) hours before the time at which the meeting is
to be held, or by first-class mail, postage prepaid, addressed
to the director at his residence or usual place of business,
and mailed at least three (3) days before the day on which the
meeting is to be held.  All notices given by electronic transmission
shall be deemed to have been given when directed to the electronic
mail address, facsimile number or other location as is shown on the
records of the Corporation or given by the director to the
Corporation for the purpose of notice.  Any oral notice given
may be communicated either to the director directly or by voice
recording or to a person whom the person giving the notice has
reason to believe will promptly communicate it to the director.

	SECTION 12.   Waiver of Notice of Meetings.   Notice of
any special meeting need not be given to any director who shall,
either before or after the meeting, sign a written waiver of notice
that is filed with the records of the meeting or who shall attend
the meeting or from whose electronic mail address the Corporation
shall have received a transmission stating that notice of the
meeting has been waived.

	SECTION 13.   Quorum and Voting.   A majority of the entire
Board of Directors shall be present in person at any meeting of the
Board so as to constitute a quorum for the transaction of business
at the meeting, and except as otherwise expressly required by
statute, the Corporation's Charter, these Bylaws, the Investment
Company Act of 1940, or any other applicable statute, the act
of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board.
In the absence of a quorum at any meeting of the Board,
a majority of the directors present may adjourn the meeting
to another time and place until a quorum shall be present.
Notice of the time and place of any adjourned meeting shall be
given to the directors who were not present at the time of the
adjournment and, unless the time and place were announced at the
meeting at which the adjournment was taken, to the other directors.
At any adjourned meeting at which a quorum is present, any business
may be transacted that might have been transacted at the meeting as
originally called.

	SECTION 14.   Organization.   The Board of Directors may
Designate a Chairman of the Board, who shall preside at each meeting
of the Board.  In the absence or inability of the Chairman of the
Board to act, the President, or, in his absence or inability
to act, another director chosen by a majority of the directors
present, shall act as chairman of the meeting and preside at
the meeting.  The Secretary (or, in his absence or inability
to act, any person appointed by the chairman) shall act as
secretary of the meeting and keep the minutes of the meeting.

	SECTION 15.   Committees.   The Board of Directors may designate
one (1) or more committees of the Board of Directors, each consisting
of two (2) or more directors.  To the extent provided in the
resolution, and permitted by law, the committee or committees shall
have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.  Any
committee or committees shall have the name or names determined
from time to time by resolution adopted by the Board of
Directors.  Each committee shall keep regular minutes of its
meetings and provide those minutes to the Board of Directors
when required.  The members of a committee present at any meeting,
whether or not they constitute a quorum, may appoint a director to
act in the place of an absent member.

	SECTION 16.   Written Consent of Directors in Lieu of a Meeting.
Subject to the provisions of the Investment Company Act of 1940, any
action required or permitted to be taken at any meeting of the
Board of Directors or of any committee of the Board may be taken
without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing or writings or by electronic
transmission or transmissions, and the writing or writings or
electronic transmission or transmissions, as applicable, are filed
with the minutes of the proceedings of the Board or committee.

	SECTION 17.   Telephone Conference.   Members of the Board of
Directors or any committee of the Board may participate in any
Board or committee meeting by means of a conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at
the meeting, provided, however, that such participation shall
not constitute presence in person with respect to matters which
pursuant to the Investment Company Act of 1940 and the rules
thereunder require the approval of directors by vote cast
in person at a meeting.

	SECTION 18.   Compensation.   Each director shall be entitled
to receive compensation, if any, as may from time to time be fixed
by the Board of Directors, including a fee for each meeting of the
Board or any committee thereof, regular or special, he attends.
Directors may also be reimbursed by the Corporation for all
reasonable expenses incurred in traveling to and from the place
of a Board or committee meeting.

ARTICLE III

OFFICERS, AGENTS AND EMPLOYEES

	SECTION 1.   Number and Qualifications.   The officers of the
Corporation shall be a President, a Secretary and a Treasurer, each
of whom shall be elected by the Board of Directors.  The Board of
Directors may elect or appoint a Chairman of the Board of
Directors, one (1) or more Vice Presidents and may also appoint
any other officers, agents and employees it deems necessary or
proper.  Any two (2) or more offices may be held by the same person,
except the office of President and Vice President, but no officer
shall execute, acknowledge or verify in more than one capacity
any instrument required by law to be executed, acknowledged or
verified in more than one capacity.  Officers shall be elected
by the Board of Directors each year at its first meeting held
after the annual meeting of stockholders, each to hold office
until the meeting of the Board following the next annual meeting
of the stockholders and until his successor shall have been duly
elected and shall have qualified, or until his death, or until
he shall have resigned or have been removed, as provided in these
Bylaws.  The Board of Directors may from time to time elect such
officers (including one or more Assistant Vice Presidents, or
one or more Assistant Treasurers and one or more Assistant
Secretaries) and may appoint, or delegate to the Chairman
of the Board or President the power to appoint, such agents
as may be necessary or desirable for the business of the
Corporation.  Such other officers and agents shall have
such duties and shall hold their offices for such terms
as may be prescribed by the Board or by the appointing authority.

	SECTION 2.   Resignations.   Any officer of the Corporation
may resign at any time by giving written notice of his resignation
to the Board of Directors, the Chairman of the Board, the President
or the Secretary.  Any resignation shall take effect at the time
specified therein or, if the time when it shall become effective
is not specified therein, immediately upon its receipt.  The
acceptance of a resignation shall not be necessary to make
it effective unless otherwise stated in the resignation.

	SECTION 3.   Removal of Officer, Agent or Employee.
Any officer, agent or employee of the Corporation may be removed by
the Board of Directors with or without cause at any time, and the
Board may delegate the power of removal as to agents and employees
not elected or appointed by the Board of Directors.  Removal shall
be without prejudice to the person's contract rights, if any,
but the appointment of any person as an officer, agent or employee
of the Corporation shall not of itself create contract rights.

	SECTION 4.   Vacancies.   A vacancy in any office,
whether arising from death, resignation, removal or any
other cause, may be filled for the unexpired portion
of the term of the office that shall be vacant, in the
manner prescribed in these Bylaws for the regular election
or appointment to the office.

	SECTION 5.   Compensation.   The compensation of the
officers of the Corporation shall be fixed by the Board of
Directors, but this power may be delegated to any officer
with respect to other officers under his control.

	SECTION 6.   Bonds or Other Security.   If required by
the Board of Directors, any officer, agent or employee of the
Corporation shall give a bond or other security for the faithful
performance of his duties, in an amount and with any surety
or sureties as the Board may require.

	SECTION 7.   Chairman.   The Chairman of the Board of Directors
shall preside at all meetings of the Board of Directors and he shall
have and perform such other duties as from time to time may be
assigned to him by the Board of Directors or the executive
committee, if any.

	SECTION 8.   President.   The President shall be the chief
executive officer of the Corporation.  In the absence or inability
of the Chairman of the Board (or if there is none) to act, the
President shall preside at all meetings of the stockholders and of
the Board of Directors.  The President shall have, subject to the
control of the Board of Directors, general charge of the business
and affairs of the Corporation, and may employ and discharge
employees and agents of the Corporation, except those elected
or appointed by the Board, and he may delegate these powers.

	SECTION 9.   Vice President.   Each Vice President shall
have the powers and perform the duties that the Board of
Directors or the President may from time to time prescribe.

	SECTION 10.   Treasurer.   Subject to the provisions of any
contract that may be entered into with any custodian pursuant to
authority granted by the Board of Directors, the Treasurer shall
have charge of all receipts and disbursements of the Corporation
and shall have or provide for the custody of the Corporation's
funds and securities; he shall have full authority to receive
and give receipts for all money due and payable to the
Corporation, and to endorse checks, drafts, and warrants, in
its name and on its behalf and to give full discharge for the
same; he shall deposit all funds of the Corporation, except those
that may be required for current use, in such banks or other
places of deposit as the Board of Directors may from time to
time designate; and, in general, he shall perform all duties
incident to the office of Treasurer and such other duties as
may from time to time be assigned to him by the Board of
Directors or the President.

	SECTION 11.   Secretary.   The Secretary shall:
		(a)	keep or cause to be kept in one or more books
provided for the purpose, the minutes of all meetings of the Board
of Directors, the committees of the Board and the stockholders;
		(b)	see that all notices are duly given in
accordance with the provisions of these Bylaws and as required by
law;
		(c)	be custodian of the records and the seal of
the Corporation and affix and attest the seal to all stock
certificates of the Corporation (unless the seal of the
Corporation on such certificates shall be a facsimile,
as hereinafter provided)and affix and attest the seal
to all other documents to be executed on behalf of the
Corporation under its seal;
		(d)	see that the books, reports, statements,
certificates and other documents and records required by law
to be kept and filed are properly kept and filed; and
		(e)	in general, perform all the duties incident
to the office of Secretary and such other duties as from time
to time may be assigned to him by the Board of Directors or
the President.

	SECTION 12.   Assistant Treasurers and Assistant Secretaries.
Assistant Treasurers and Assistant Secretaries, if any, shall be
elected and shall have such powers and shall perform such duties as
shall be assigned to them, respectively, by the Board of Directors
or the President.

	SECTION 13.   Delegation of Duties.   In case of the absence
of any officer of the Corporation, or for any other reason that
the Board of Directors may deem sufficient, the Board may confer
for the time being the powers or duties, or any of them, of such
officer upon any other officer or upon any director.

ARTICLE IV

STOCK

	SECTION 1.   Stock Certificates.   Unless otherwise provided
by the Board of Directors and permitted by law, each holder of stock
of the Corporation shall be entitled upon specific written request
to such person as may be designated by the Corporation to have a
certificate or certificates, in a form approved by the Board,
representing the number of shares of stock of the Corporation
owned by him; provided, however, that such person shall not be
required to deliver certificates for fractional shares.  The
certificates representing shares of stock shall be signed by
or in the name of the Corporation by the Chairman of the Board,
the President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer
and sealed with the seal of the Corporation.  Any or all of the
signatures or the seal on the certificate may be facsimiles.
In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar
before the certificate is issued, it may be issued
by the Corporation with the same effect as if the officer,
transfer agent or registrar was still in office at the date
of issue.  This Section shall not be interpreted to limit
the authority of the Board of Directors to issue some or
all of the shares of the Corporation's capital stock without
certificates.

	SECTION 2.   Stock Ledger.   There shall be maintained
a stock ledger containing the name and address of each stockholder
and the number of shares of stock of each class the shareholder
holds.  The stock ledger may be in written form or any other
form which can be converted within a reasonable time into written
form for visual inspection.  The original or a duplicate of the
stock ledger shall be kept at the principal office of the
Corporation or at any other office or agency specified by
the Board of Directors.

	SECTION 3.   Transfers of Shares.   Transfers of shares
of stock of the Corporation shall be made on the stock records
of the Corporation only by the registered holder of the shares,
or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary or with a transfer agent
or transfer clerk, and on surrender of the certificate or
certificates, if issued, for the shares properly endorsed or
accompanied by a duly executed stock transfer power and the
payment of all taxes thereon.  Uncertificated shares are
transferable on the books of the Corporation upon receipt
of the proper transfer documents, instructions or assignments
as may reasonably be required by the Corporation or its agents.
Except as otherwise provided by law, the Corporation shall be
entitled to recognize the exclusive right of a person in whose
name any share or shares stand on the record of stockholders as
the owner of the share or shares for all purposes, including,
without limitation, the rights to receive dividends or other
distributions and to vote as the owner, and the Corporation
shall not be bound to recognize any equitable or legal claim
to or interest in any such share or shares on the part of
any other person.

	SECTION 4.   Regulations.   The Board of Directors
may authorize the issuance of uncertificated securities
if permitted by law.  If stock certificates are issued,
the Board of Directors may make any additional rules and
regulations, not inconsistent with these Bylaws, as it may
deem expedient concerning the issue, transfer and registration
of certificates for shares of stock of the Corporation.  The
Board may appoint, or authorize any officer or officers to
appoint, one or more transfer agents or one or more transfer
clerks and one or more registrars and may require all
certificates for shares of stock to bear the signature
or signatures of any of them.

	SECTION 5.   Lost, Destroyed or Mutilated Certificates.
The holder of any certificate representing shares of stock of
the Corporation shall immediately notify the Corporation of
its loss, destruction or mutilation and the Corporation may
issue a new certificate of stock in the place of any certificate
issued by it that has been alleged to have been lost or destroyed
or that shall have been mutilated.  The Board may, in its
discretion, require the owner (or his legal representative)
of a lost, destroyed or mutilated certificate:  to give to
the Corporation a bond in a sum, limited or unlimited, and
in a form and with any surety or sureties, as the Board in
its absolute discretion shall determine, to indemnify the
Corporation against any claim that may be made against it on
account of the alleged loss or destruction of any such
certificate, or issuance of a new certificate.  Anything
herein to the contrary notwithstanding, the Board of
Directors, in its absolute discretion, may refuse to issue
any such new certificate, except pursuant to legal proceedings
under the laws of the State of Maryland.

	SECTION 6.   Fixing of Record Date for Dividends
and Distributions; Delegation of Certain Matters to Officers.
The Board may fix, in advance, a date not more than ninety (90)
days preceding the date fixed for the payment of any dividend or
the making of any distribution or the allotment of rights to
subscribe for securities of the Corporation, or for the delivery
of evidences of rights or evidences of interests arising out of
any change, conversion or exchange of common stock or other
securities, as the record date for the determination of the
stockholders entitled to receive any such dividend, distribution,
allotment, rights or interests, and in such case only the
stockholders of record at the time so fixed shall be entitled
to receive such dividend, distribution, allotment, rights or
interests.  If the Board of Directors has given general
authorization for a dividend or distribution and provides
for or establishes a method or procedure for determining
the maximum amount of the distribution or dividend, the
Board of Directors may delegate to an officer of the
Corporation the power, in accordance with the general
authorization, to fix the amount and other terms of
the distribution.

	SECTION 7.	Information to Stockholders and Others.
Any stockholder of the Corporation or his agent may inspect
and copy during the Corporation's usual business hours the
Corporation's Bylaws, minutes of the proceedings of its
stockholders, annual statements of its affairs and voting
trust agreements on file at its principal office.

ARTICLE V

INDEMNIFICATION AND INSURANCE

	SECTION 1.   Indemnification of Directors and Officers.
Any person who was or is a party or is threatened to be made a
party in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is a
current or former director or officer of the Corporation, or is
or was serving while a director or officer of the Corporation at
the request of the Corporation as a director, officer, partner,
trustee, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, enterprise or employee benefit
plan, shall be indemnified by the Corporation against judgments,
penalties, fines, excise taxes, settlements and reasonable
expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit or proceeding to the
full extent permissible under the Maryland General Corporation Law,
the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, including without limitation the provisions of Sections
17(h) and (i) thereof, as those statutes are now or hereafter in
force, except that such indemnity shall not protect any such person
against any liability to the Corporation or any stockholder thereof
to which such person would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct
of his office ("disabling conduct").

	SECTION 2.   Advances.   Any current or former director
or officer of the Corporation claiming indemnification within
the scope of this Article V shall be entitled to advances from
the Corporation for payment of the reasonable expenses incurred
by him in connection with proceedings to which he is a party in
the manner and to the full extent permissible under the Maryland
General Corporation Law, the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, including without
limitation the provisions of Sections 17(h) and (i) thereof,
as those statutes are now or hereafter in force; provided
however, that the person seeking indemnification shall
provide to the Corporation a written affirmation of his
good faith belief that the standard of conduct necessary
for indemnification by the Corporation has been met and a
written undertaking to repay any such advance, if it should
ultimately be determined that the standard of conduct has not
been met, and provided further that at least one of the following
additional conditions is met:  (a) the person seeking
indemnification shall provide a security in form and amount
acceptable to the Corporation for his undertaking; (b) the
Corporation is insured against losses arising by reason of the
advance; or (c) a majority of a quorum of directors of the
Corporation who are neither "interested persons" as defined
in Section 2(a)(19) of the Investment Company Act of 1940 nor
parties to the proceeding ("disinterested non-party directors"),
or independent legal counsel, in a written opinion, shall determine,
based on a review of facts readily available to the Corporation at
the time the advance is proposed to be made, that there is reason to
believe that the person seeking indemnification will ultimately be
found to be entitled to indemnification.

	SECTION 3.   Procedure.   At the request of any current or
former director or officer, or any employee or agent whom the
Corporation proposes to indemnify, the Board of Directors shall
determine, or cause to be determined, in a manner consistent with
the Maryland General Corporation Law, the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, including
without limitation the provisions of Sections 17(h) and (i) thereof,
as those statutes are now or hereafter in force, whether the
standards required by this Article V have been met; provided,
however, that indemnification shall be made only following:
(a) a final decision on the merits by a court or other body before
(b) whom the proceeding was brought that the person to be
(c) indemnified was not liable by reason of disabling conduct
(d) or (b) in the absence of such a decision, a reasonable
(e) determination, based upon a review of the facts, that the
(f) person to be indemnified was not liable by reason of
(g) disabling conduct, by (i) the vote of a majority of a
(h) quorum of disinterested non-party directors or (ii) an
(i) independent legal counsel in a written opinion.

	SECTION 4.   Indemnification of Employees and Agents.
Employees and agents who are not officers or directors of the
Corporation may be indemnified, and reasonable expenses may be
advanced to such employees or agents, in accordance with the
procedures set forth in this Article V to the extent permissible
under the Maryland General Corporation Law, the Securities Act
of 1933, as amended, and the Investment Company Act of 1940,
including without limitation the provisions of Sections 17(h)
and (i) thereof, as those statutes are now or hereafter in force,
and to such further extent, consistent with the foregoing, as may
be provided by action of the Board of Directors or by contract.

	SECTION 5.   Other Rights.   The Board of Directors may
make further provision consistent with law for indemnification
and advance of expenses to directors, officers, employees and
agents by resolution, agreement or otherwise.  The indemnification
provided by this Article V shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to
which those seeking such indemnification may be entitled under
any insurance or other agreement, vote of stockholders or
disinterested directors or otherwise, both as to action by
a director or officer of the Corporation in his official
capacity and as to action by such person in another capacity
while holding such office or position, and shall continue as
to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and
administrators of such a person.

	SECTION 6.   Insurance.   The Corporation shall have
the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or
agent of the Corporation, or who, while a director, officer,
employee or agent of the Corporation, is or was serving at
the request of the Corporation as a director, officer, partner,
trustee, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, enterprise or employee
benefit plan, against any liability asserted against and
incurred by him in any such capacity, or arising out of his
status as such, provided that no insurance may be obtained by
the Corporation for liabilities against which it would not have
the power to indemnify him under this Article V or applicable law.

ARTICLE VI

SEAL

	The seal of the Corporation shall be circular in form and shall
bear the name of the Corporation, the year of its incorporation, the
words "Corporate Seal" and "Maryland" and any emblem or device
approved by the Board of Directors.  The seal may be used by
causing it or a facsimile to be impressed or affixed or in
any other manner reproduced, or by placing the word "(seal)"
adjacent to the signature of the authorized officer of the
Corporation.

ARTICLE VII

FISCAL YEAR

	The Corporation's fiscal year shall be fixed
by the Board of Directors.

ARTICLE VIII

AMENDMENTS

	These Bylaws may be amended or repealed exclusively by the
affirmative vote of a majority of the entire Board of Directors at
any regular or special meeting of the Board of Directors, subject
to the requirements of the Investment Company Act of 1940;
provided, however, that no amendment of these Bylaws shall
affect any right of any person under Article V hereof based
on any event, omission or proceeding prior to the amendment.

							As Amended and Restated,
							    			,2004.









	1


11186574.05





11186574.05




33
11186574.05

EX-99.77Q2 ITEM 405

	AMENDED AND RESTATED SERVICING AGREEMENT
	THIS AMENDED AND RESTATED SERVICING AGREEMENT (the "Agreement") is
made and entered into as of the 2nd day of March, 2004 by and
between Phoenix/Zweig Advisers LLC, a Delaware limited liability
company (the "Company") and Zweig Consulting LLC, a New York limited
liability company ("Zweig").

	WHEREAS pursuant to an Acquisition Agreement
(the "Acquisition Agreement") by and among Zweig/Glaser
Advisers, a New York general partnership, Zweig Advisors Inc., a
Delaware corporation and Zweig Total Return Advisors, Inc., a
Delaware corporation (collectively, the "Predecessor Company"),
Phoenix Investment Partners, Ltd., a Delaware corporation ("Phoenix")
and the other parties thereto, Phoenix acquired the Predecessor
Company on March 1, 1999 (initially capitalized terms defined in the
Acquisition Agreement and not otherwise defined herein are used
herein with such defined meanings);

	WHEREAS prior to the Closing, Martin E. Zweig (the "President")
provided certain services to the Predecessor Company, and Phoenix
and the Predecessor Company were desirous of continuing to receive
such services following the Closing, and the President indicated to
Phoenix and the Predecessor Company that he and his designated
research associates(the "Associates") would continue to provide the
Predecessor Company and its Affiliates with such services following
the Closing;

	WHEREAS in connection with the foregoing, Zweig entered into this
Agreement with the Predecessor Company, dated as of March 1, 1999,
which became effective on the Closing Date for an initial three year
term, and this Agreement was thereafter continued until the date
hereof by the agreement of Zweig and the Company (which was the
successor to the Predecessor Company on or about December 31, 1999)
with respect to such continuation;

	WHEREAS since the Closing, the Predecessor Company or the Company
has served as the investment adviser with respect to The Zweig Fund,
Inc. and The Zweig Total Return Fund, Inc. (each, a "Fund" and
collectively "Funds"), closed-end funds traded on the New York Stock
Exchange, and pursuant to this Agreement Zweig has provided
investment subadvisory services with respect to each Fund (with this
Agreement having at all relevant times been approved by the board of
directors of each Fund, and having been initially approved by the
shareholders of each Fund, in each such case as an investment
subadvisory agreement with respect to such Fund in accordance with
the requirements of the Investment Company Act of 1940);

  	WHEREAS, the Company recognizes the importance that the Funds'
portfolio management process reflect the asset allocation techniques
of Zweig; and

	WHEREAS the Company and Zweig desire to continue the Servicing
Agreement from and after the date hereof on the terms set forth
herein, and to amend and restate the Servicing Agreement as set forth
herein to provide for an additional Term (as defined herein) and to
reflect the other terms and conditions set forth herein (and this
amendment and restatement has been approved by the board of directors
of each Fund in accordance with the requirements of the Investment
Company Act of 1940 insofar as this Agreement relates to such Fund).

	NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto, intending to be legally bound, agree
as follows (which amended and restated terms shall supercede in their
entirety the terms set forth in the Servicing Agreement prior to this
amendment and restatement):

1. 	Services

1.1 During the Term, Zweig and the President agree that the President
and the Associates will devote their skill and approximately one-half
of their full working time consistent with the practices of Zweig
prior to the date hereof, to the business and affairs of the Company
and its Affiliates and to the promotion of its and their interests,
in particular (i) performing asset allocation research and analysis
and providing advice thereon at a level and in a manner consistent
with the practices of Zweig and the Company prior to the date hereof,
(ii) playing an active role in collaborating with the Company's
portfolio management team on a frequent basis regarding the
investment advisory services provided by the Company to the Funds in
the Company's capacity as investment adviser to the Funds and, in
particular, advising the Company on the methodology and process
utilized by the Company's portfolio management team for purposes of
selecting individual securities that will be purchased and sold by
the Funds, and actively reviewing the Funds' portfolios with respect
to the individual securities that have been purchased and sold by the
Funds (it being understood that, except to the extent that its
fiduciary duties and/or obligations under its investment advisory
agreement with a Fund may otherwise require, the Company intends to
follow Zweig's recommendations with respect to the methodology and
process utilized by the Company's portfolio management team for
purposes of selecting individual securities that will be purchased
and sold by the Funds), (iii) the President, together with such of
the Associates as any such board may request, meeting with the boards
of directors of the Funds (in person and/or telephonically) at such
times as they may request (including without limitation attendance
at meetings of such boards of directors, to the extent so requested
by such boards of directors), and participating (in person and/or
telephonically) at the annual and any special meetings of
shareholders of the Funds, (iv) collaborating with the Company on an
active basis with respect to strategic and other Fund-related
matters, and (v) in the event that Carlton Neel is no longer serving
as the Company's portfolio manager with respect to the Funds for any
reason, the President advising the board of directors of each Fund
with respect to Zweig's approval or disapproval of such replacement
portfolio manager of the Company with respect to such Fund as is
proposed by the Company to replace Carlton Neel (the "Services").
The Services will be performed by the President and the Associates in
a manner and at a level consistent with the practices of Zweig and
the Company prior to the date hereof.

1.2 The Services will be provided to the Company and its Affiliates
during normal business hours at the offices of the Company in New
York City or at such other times and places as Zweig may reasonably
determine, taking into account the nature, exigencies and reasons
for the assistance required.

1.3 For so long as this Agreement remains in effect with respect
to one or both of the Funds, (i) the Company agrees that neither it
nor any of its Affiliates shall, directly or indirectly, employ or
seek to employ any employee of Zweig or any of its Affiliates, or any
person who was such an employee of Zweig or any of its Affiliates at
any time during the twelve months preceding such action by the
Company or its Affiliates, nor seek to persuade any such employee or
former employee to become employed by any direct or indirect
competitor of Zweig or any of its Affiliates, and (ii) Zweig and the
President agree that neither they nor any of their respective
Affiliates shall, directly or indirectly, employ or seek to employ
any employee of the Company or any of its Affiliates, or any person
who was such an employee of the Company or any of its Affiliates at
any time during the twelve months preceding such action by Zweig, the
President or their respective Affiliates, nor seek to persuade any
such employee or former employee to become employed by any direct or
indirect competitor of the Company or any of its Affiliates; provided
that nothing contained in this Section 1.3 shall prohibit employment
advertisements in mass media (or similar general solicitations
available to the public at large and not targeted at particular
individuals); and provided, further, that the restrictions set forth
in this Section 1.3 shall not apply in respect of secretaries or
other persons holding similar responsibilities that are primarily
clerical in nature.

2. Term

2.1 This Agreement shall remain effective from and after the date
hereof until the third anniversary of the date hereof (the "Term") or
such earlier date as provided in Section 2.2; provided, however,
that, with respect to a particular Fund (and Services being performed
by Zweig hereunder with respect to such Fund), this Agreement shall
terminate automatically on the first March 1 during the Term (if any)
at which the continuation of this Agreement with respect to such Fund
has not been specifically approved on or prior to such March 1 in
accordance with the requirements of the Investment Company Act of
1940 by (i) a majority of such Fund's outstanding voting securities
or a majority of its board of directors and (ii) a majority of the
directors who are not "interested persons", as defined in the
Investment Company Act of 1940, cast in person at a meeting called
for the purpose of voting on such approval; and provided, further,
that this Agreement shall terminate immediately in full at such time
(as any) as it has been terminated with respect to both Funds.

2.2 The Company may terminate this Agreement immediately in full (i)
for Cause (as defined below) or (ii) in the event of the President's
death or Disability (as defined below).  With respect to a particular
Fund, this Agreement (and Services being performed by Zweig hereunder
with respect to such Fund) may be terminated at any time (with or
without Cause), without payment of any penalty, by (i) the board of
directors of that Fund, or (ii) by a vote of a majority (as defined
in the Investment Company Act of 1940) of the outstanding voting
securities of that Fund, in either such case upon not less than sixty
(60) day's written notice.  This Agreement shall automatically
terminate in full in the event of its assignment, within the meaning
of the Investment Company Act of 1940, unless such automatic
termination shall be prevented by an exemptive order of the
Securities and Exchange Commission, and shall automatically terminate
with respect to a particular Fund (and Services being performed by
Zweig hereunder with respect to such Fund) upon the termination of
such Fund's investment advisory agreement with the Company.

2.3 Upon termination of this Agreement in full pursuant to Section
2.2 hereof or Section 2.5 hereof, the Company's payment to Zweig of
fees earned by Zweig under this Agreement to the date of such
termination shall be in full satisfaction of all claims against the
Company under this Agreement.  Upon termination of this Agreement
with respect to a particular Fund pursuant to Section 2.2 hereof, the
Company's payment to Zweig of fees earned by Zweig under this
Agreement with respect to such Fund to the date of such termination
shall be in full satisfaction of all claims against the Company under
this Agreement relating to such termination with respect to such Fund
(provided that, if this Agreement shall also terminate in full as a
result of such termination with respect to such particular Fund, then
this sentence shall not require a separate payment to Zweig, and the
first sentence of this Section 2.3 shall instead apply to such
termination of this Agreement in full).

2.4 (i) For purposes of this Agreement, "Cause" shall mean a
reasonable determination made by the Chief Executive Officer of
Phoenix that: (a) Zweig has willfully neglected its assigned duties
with the Company, which neglect has continued for a period of at
least thirty (30) days after a written notice of such neglect was
delivered to the President specifying the claimed neglect, (b) the
President has been enjoined (other than temporary suspensions of not
more than ninety-one (91) days) by the Securities and Exchange
Commission, the National Association of Securities Dealers, Inc. or
any other industry regulatory authority from working in the
investment advisory or securities industry, (c) the President has
been convicted by a court of competent jurisdiction of, or has
pleaded guilty or nolo contendre to, any felony or misdemeanor
involving an investment or investment-related business, or (d) Zweig
has engaged in a continuing violation of a material provision of this
Agreement, which violation has continued for a period of at least
thirty (30) days after a written notice of such violation was
delivered to the President specifying the claimed violation.

(ii) For purposes of this Agreement, "Disability" shall mean the
President's inability to perform the Services he is required to
perform under this Agreement by reason of sickness, accident, injury,
illness or any similar event and which condition has existed for at
least 180 consecutive days, or for such shorter periods aggregating
180 days during any twelve month period.

2.5 Zweig may terminate this Agreement immediately in full if (a)
the Company has been enjoined (other than temporary suspensions of
not more than ninety-one (91) days) by the Securities and Exchange
Commission, the National Association of Securities Dealers, Inc. or
any other industry regulatory authority from acting as an investment
adviser to the Funds or (b) the Company has engaged in a continuing
violation of a material provision of this Agreement, which violation
has continued for a period of at least thirty (30) days after a
written notice of such violation was delivered to the Company
specifying the claimed violation, or (c) Zweig reasonably determines
that, as a result of new regulatory requirements or developments
applicable to persons or entities engaged (or affiliated with those
engaged) in the business of acting as investment advisers to and/or
sponsors of collective investment vehicles that are exempt from
registration under the Investment Company Act of 1940, Zweig's
continued performance of its Services under this Agreement would have
a material adverse effect upon the business of Zweig's Affiliates.

3.	Compensation

3.1 For so long as this Agreement remains in effect with respect to
a Fund, for the Services to be provided by Zweig under this Agreement
with respect to such Fund the Company will pay Zweig an annual fee
(the "Fees") equal to forty percent (40.0%) of the investment
advisory fees actually received by the Company from such Fund in
respect of investment advisory services performed by the Company for
such Fund (which shall in no event be deemed to include
administration, servicing, distribution or other fees that may be
received by the Company from such Fund); provided, however, that the
aggregate Fees payable by the Company to Zweig hereunder in respect
of the twelve-month period ending on March 1, 2005 shall not be less
than $3,000,000 if:

(i) Both Funds remain closed-end investment companies (within the
meaning of the Investment Company Act of 1940) for the entirety of
such 12-month period; provided, however, that, in the event a Fund
ceases to be a closed-end investment company with an effective date
(for such open-ending) prior to March 1, 2005, the minimum Fee
requirement set forth in this Section 3.1 above shall still apply in
respect of such 12-month period, but such $3,000,000 level shall be
adjusted as follows: the $3,000,000 shall be bifurcated between the
Funds in proportion to their respective aggregate net assets as of
the last business day immediately prior to the effective date for
such open-ending, such that (a) the portion of the $3,000,000
relating to the Fund that continues to be a closed-end investment
company will continue to apply in full in respect of such 12-month
period, and (b) the portion of the $3,000,000 relating to the Fund
that ceases to be a closed-end investment company shall no longer
apply for that portion of such 12-month period falling on or after
the effective date of such open-ending (provided that a ratable
portion thereof shall continue to apply in respect of that portion of
such 12-month period falling prior to the effective date of such
open-ending, based upon the number of days elapsed in such 12-month
period falling prior to such effective date);

(ii) Zweig continues to provide Services to the Company hereunder
with respect to both Funds for the entirety of such 12-month period;
provided, however, that, in the event Zweig ceases to provide
Services to the Company with respect to a Fund prior to March 1,
2005, the minimum Fee requirement set forth in this Section 3.1
above shall still apply in respect of such 12-month period, but such
$3,000,000 level shall be adjusted as follows: the $3,000,000 shall
be bifurcated between the Funds in proportion to their respective
aggregate net assets as of the last business day immediately prior
to the cessation of Zweig's Services provided to the Company with
respect to such Fund, such that (a) the portion of the $3,000,000
relating to the Fund with respect to which Zweig continues to provide
Services hereunder will continue to apply in full in respect of such
12-month period, and (b) the portion of the $3,000,000 relating to
the Fund with respect to which Zweig ceases to provide Services
hereunder shall no longer apply for that portion of such 12-month
period falling on or after the effective date of such cessation of
Zweig's Services hereunder with respect to such Fund (provided that a
ratable portion thereof shall continue to apply in respect of that
portion of such 12-month period falling prior to the effective date
of such cessation of Services hereunder, based upon the number of
days elapsed in such 12-month period falling prior to such effective
date); and

(iii) The Company's effective advisory fee rate (after taking into
account any waivers, reimbursements or other reductions) remains
0.85% per annum with respect to The Zweig Fund, Inc. and 0.70% with
respect to The Zweig Total Return Fund, Inc. for the entirety of such
12-month period; provided, however, that, in the event the Company's
effective advisory fee rate with respect to a Fund is reduced from
such stated percentage prior to March 1, 2005 (other than as a result
of any reductions offered by the Company to the Funds primarily for
reasons unrelated to these Funds in particular), the minimum Fee
requirement set forth in this proviso shall still apply in respect of
such 12-month period, but such $3,000,000 dollar level shall be
ratably reduced (based upon the ratio of gross advisory fees that
the Company would have received from such Fund absent such reduction
in effective fee rate to the gross advisory fees that the Company
in fact receives after taking into account such reduction) to reflect
that portion of such 12-month period for which the Company's
effective advisory fee rate with respect to such Fund is less than
such stated percentage;

and provided, further, that, in the event the Company's effective
advisory fee rate with respect to a Fund (after taking into account
any waivers, reimbursements or other reductions) is reduced in
respect of the 12-month period ending on March 1, 2006 to below 0.85%
per annum, in the case of The Zweig Fund, Inc., or 0.70% per annum,
in the case of The Zweig Total Return Fund, Inc., in either such case
as a result of any reduction thereto offered by the Company to such
Fund primarily for reasons unrelated to such Fund in particular, then
for any portion of such 12-month period during which Zweig provided
Services to the Company hereunder with respect to such Fund whose
effective advisory fee rate was so reduced, the Company will pay
Zweig an increased percentage of the investment advisory fees
actually received by the Company from such Fund such that Zweig
receives the same dollar amount of Fees from the Company for such
period during which Zweig performed Services for the Company
hereunder with respect to such Fund as Zweig would have received
from the Company hereunder with respect to such Services absent such
reduction in effective fee rate offered by the Company to such Fund.

The Fees with respect to a Fund shall be paid by the Company to Zweig
not later than five (5) business days following the Company's receipt
of the related investment advisory fees from such Fund.

3.2 The Company shall provide or share with Zweig research
information, benefits and services, as defined in Section 28(e) of
the Securities Exchange Act of 1934, that results, from brokerage
transactions implemented by the Company for the benefit of the Funds.

3.3 The Company shall not have any liability with respect to the
compensation of employees retained by Zweig or by any affiliated
entities.

3.4 Subject to the Company's compliance with the provisions of
Section 2.3 hereof, upon termination of this Agreement for any
reason, the Company shall have no further obligations under this
Agreement, but Zweig shall continue to be bound by Section 4 and the
Company shall continue to be bound by Section 5 hereof.


4.	Confidentiality of Zweig

4.1 Zweig shall not at any time during the period of its engagement
with the Company hereunder or after the termination thereof directly
or indirectly divulge, furnish, use, publish or make accessible to
any person or entity any Confidential Information (as hereinafter
defined) except in connection with the performance of its duties
hereunder.  Any records of Confidential Information prepared by Zweig
or which come into its possession during the term of this Agreement
are and remain the property of the Company or its Affiliates, as the
case may be, and upon termination of the engagement all such records
and copies thereof shall be either left with or returned to such
entity.  Confidential Information may be shared among the President
and Associates or other employees of entities controlled by the
President on a need to know basis for purposes of providing the
Services to the Company and its Affiliates hereunder.  Such
Associates and any other employees shall be informed of the
confidential nature of such Confidential Information, the President
shall direct such Associates and any other employees to treat such
information confidentially and the President will be responsible for
any breach of this Section 4.1 by himself and by any persons to whom
the President provides any Confidential Information.  Notwithstanding
anything contained herein to the contrary, the Company acknowledges
that services overlapping or similar to the Services provided by
Zweig, the President and the Associates hereunder are also performed
on behalf of the Affiliates of Zweig and such Services are often not
exclusively performed by Zweig, the President and the Associates for
the Company. Consequently, the work product resulting from the
Services is often generated on behalf of both the Company and its
Affiliates and the Affiliates of Zweig and is shared among the
employees of these entities (the "Shared Work Product"). The Company
further acknowledges that the Confidential Information that generates
such Shared Work Product may become known to the employees of
Zweig's Affiliates. The Company hereby agrees that the disclosure of
Confidential Information to the employees of the Zweig Affiliates who
shall be deemed employees covered by the fourth sentence of this
Section 4.1, to the extent such disclosure is necessary to generate
any Shared Work Product, and the use of Shared Work Product by the
employees of the Zweig Affiliates, shall in no event be deemed a
breach of this Agreement.

4.2 The term "Confidential Information" includes, but is not limited
to, the following items, whether existing now or created in the
future and whether or not subject to trade secret or other statutory
protection: (a) all knowledge or information concerning the business,
operations and assets of the Company and its Affiliates which is not
readily available to the public, such as: internal operating
procedures; investment strategies; sales data and customer and client
lists; financial plans, projections and reports; and investment
company programs, plans and products; (b) all property owned,
licensed and/or developed for the Company and/or its Affiliates or
any of their respective clients and not readily available to the
public, such as computer systems, programs and software devices,
including information about the design, methodology and documentation
therefor; (c) information about or personal to the Company's and/or
its Affiliates' clients; (d) information, materials, products or
other tangible or intangible assets in the Company's and/or its
Affiliates' possession or under any of their control which is
proprietary to, or confidential to or about, any other person or
entity; and (e) records and repositories of all of the foregoing,
in whatever form maintained.

The foregoing notwithstanding, the following shall not be considered
Confidential Information: (aa) general skills and experience gained
by providing service to the Company; (bb) information publicly
available or generally known within the Company's trade or industry;
(cc) information independently developed by the president or the
Associates other than in the course of the performance of their
duties which are exclusive to the Company hereunder; and (dd)
information which becomes available to the President or the
Associates on a non-confidential basis from sources other than the
Company or its Affiliates, provided, the President or the Associates
do not know or have reason to know that such sources are prohibited
by contractual, legal or fiduciary obligation from transmitting the
information. Failure to mark any material or information
"confidential" shall not affect the confidential nature thereof. All
the terms of this Section 4 shall survive the termination of this
Agreement. The obligations hereunder shall be in addition to, and
not in limitation of, any other obligations of confidentiality the
President or the Associates may have to the Company.

4.3 At any time when so requested, and upon termination of the
engagement under this Agreement for any reason whatsoever and
irrespective of whether such termination is voluntary on Zweig's part
or not, Zweig will deliver to the Company all information in its
possession (whether or not Confidential Information) pertaining
exclusively to the Company or any of its Affiliates and, to the
extent any such information is Shared Work Product, shall provide
copies to the Company with the understanding that Zweig and its
Affiliates shall also retain copies of such information.

5.	Confidentiality of the Company

5.1 The Company and its Affiliates and their respective employees
shall not at any time during the period of Zweig's engagement with
the Company hereunder or after the termination thereof directly or
indirectly divulge, furnish, use, publish or make accessible to any
person or entity any Zweig Confidential Information (as hereinafter
defined). It is expressly understood that Shared Work Product may be
shared among the Company and its Affiliates and their respective
employees. The Company and its Affiliates and their respective
employees shall be informed of the confidential nature of the Zweig
Confidential Information, the Company shall direct such employees to
treat such information confidentially and the Company will be
responsible for any breach of this Section 5.1 by its employees.

5.2 The term "Zweig Confidential Information" includes, but is not
limited to, the following items, whether existing now or created in
the future and whether or not subject to trade secret or other
statutory protection: (a) all knowledge or information concerning the
business, operations and assets of Zweig and its Affiliates which is
not readily available to the public, such as: internal operating
procedures; investment strategies; sales data and customer and client
lists; financial plans, projections and reports; and investment
company programs, plans and products; (b) all property owned,
licensed and/or developed for the Zweig and/or its Affiliates or any
of their respective clients and not readily available to the public,
such as computer systems, programs and software devices, including
information about the design, methodology and documentation therefor;
(c) information about or personal to Zweig's and/or its Affiliates'
clients; (d) information, materials, products or other tangible or
intangible assets in Zweig's and/or its Affiliates' possession or
under any of their control which is proprietary to, or confidential
to or about, any other person or entity; and (e) records and
repositories of all of the foregoing, in whatever form maintained.

The foregoing notwithstanding, the following shall not be considered
Zweig Confidential Information: (aa) general skills and experience
gained by providing service to the Company and its Affiliates; (bb)
information publicly available, or generally known within Zweig's
trade or industry, (cc) information independently developed by the
Company and its Affiliates and their respective employees; (dd)
information which becomes available to the Company and its Affiliates
and their respective employees on a non-confidential basis from
sources other than Zweig, and (ee) information, materials, property
or rights acquired by Phoenix or any Affiliate thereof pursuant to
the Acquisition Agreement or other written agreements contemplated
thereby, provided the Company and its Affiliates and their respective
employees do not know or have reason to know that such sources are
prohibited by contractual, legal or fiduciary obligation from
transmitting the information.  All the terms of this Section 5 shall
survive the termination of this Agreement,

6.	Ownership of Documents

All memoranda, papers, letters, notes, notebooks and all copies
thereof relating exclusively to the business or affairs of the
Company that are generated by Zweig or that come. into its
possession, in each case in connection with its performance of
Services to the Company under this Agreement, shall be held by Zweig
as the Company property and shall be delivered by Zweig to the
Company as the Company may request.  To the extent any such
memoranda, papers, letters, notes and notebooks are the product
of Zweig Confidential Information or are Shared Work Product,
the Company understands and agrees that Zweig and its Affiliates
shall also retain copies of such documentation and information.

7.	Prior Negotiations and Agreements

This Agreement contains the complete agreement concerning the
servicing arrangement between the parties.  This Agreement may only
be altered, amended or rescinded by a duly executed written agreement
delivered by each of the parties hereto.

8.	Jurisdiction

	This Agreement shall be construed in accordance with and governed
by the laws of the State of New York governing contracts entered into
and to be performed entirely within New York and both parties consent
to the jurisdiction of the courts of New York.

9,	Performance Waivers

	Waiver of performance of any obligation by either party shall not
constitute a waiver of performance of any other obligations or
constitute future waiver of the same obligation.

10.	Severability

	If any section, subsection, clause or sentence of this Agreement
shall be deemed illegal, invalid or unenforceable under any
applicable law, actually applied by any court of competent
jurisdiction, such illegality, invalidity or unenforceability shall
not affect the legality, validity and enforceability of this
Agreement or any other section, subsection, clause or sentence
thereof. Where, however, the provisions of any applicable law may be
waived, they are hereby waived by the parties to the full extent
permitted by such law to the end that this Agreement shall be a valid
and binding agreement enforceable in accordance with its terms.

11.	Assignment

	This Agreement shall inure to the benefit of and be binding upon
the Company and its successors (whether direct or indirect, by
purchase, merger, consolidation or otherwise) and assigns, and upon
Zweig and its successors and assigns (whether direct or indirect, by
purchase, merger, consolidation or otherwise). Except as provided in
Section 2.2, this Agreement shall not be assignable by Zweig other
than with the express written consent of the Company, which shall not
be unreasonably denied. The reorganization of Zweig and its
affiliated entities, such that the Services of the President and the
Associates are provided through an affiliated entity, shall not
constitute a breach, assignment or termination of this Agreement by Zweig.

12.	Notices

	All notices under this Agreement shall be in writing and shall be
deemed to have been given at the time when mailed by registered or
certified mail, addressed to (i) the address below stated, in the
case of notices to Zweig, or (ii) both of the addresses below stated,
in the case of notices to the Company, in either such case of the
party to which notice is given, or to such changed address or
addresses (as applicable) as such party may have fixed by notice:


To the Company:	 Phoenix/Zweig Advisers LLC
900 Third Avenue
New York, New York 10022
Attention: President
With such notice also sent to:
Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480 Attention: Tracy L. Rich, Esq.
Executive Vice President and General Counsel
To Zweig:	 Zweig Consulting LLC
900 Third Avenue
New York, New York 10022 Attention: Martin E. Zweig


		11










































With such notice also sent to:
KMZ Rosenman
575 Madison Avenue
New York, New York 10022
Attention: Robert E. Smith, Esq.

Provided, however, that any notice of change of address shall be
effective only upon receipt.

13.	Miscellaneous

	The President hereby represents and warrants that this Agreement
(i) is valid, binding and enforceable in accordance with its terms
and (ii) does not conflict with any other agreement to which he is a
party, including any agreement with the Affiliated Investment
Partnership Management Companies and the related investment
partnerships and Watermark Securities, Inc.

	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.



					PHOENIX/ZWEIG ADVISERS LLC

					/s/ Daniel T. Geraci
					--------------------------------------
					Daniel T. Geraci
					President


					ZWEIG CONSULTING LLC

					/s/ Martin E. Zweig
					--------------------------------------
 					Martin E. Zweig
					President



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075753-0001-08390-NY03.2335157.6		08/30/04 10:51 AM