The Special Meeting of  the Zweig Total Return Fund, Inc.'s
Shareholders was held on October 27, 2009. The meeting
concluded with the Fund remaining closed-end.  The number
of in-person and proxy votes represented at the special
meeting did not constitute a quorum and the chairman of the
special meeting closed the meeting without adjournment, as
permitted by the Fund's bylaws.  The number of proxies
received represented approximately 32% of the Fund's
outstanding shares, with less than 8% of outstanding shares
in favor of the conversion proposal.  The affirmative vote
of a majority of shares outstanding as of the record date
would have been required to pass the proposal.

The Fund was required to submit the conversion proposal to
its shareholders in accordance with its Articles of
Incorporation because its shares traded on the New York
Stock Exchange during the quarter ended June 30, 2009 at an
average discount from their net asset value of 10% or more,
determined on the basis of the discount as of the end of
the last trading day in each week during such quarter. As
set forth in the Fund's definitive proxy statement filed
with the Securities and Exchange Commission on August 28,
2009, the Board of Directors, including its independent
directors, voted unanimously to recommend against
conversion to an open-end fund.