Report on Annual Meeting of Shareholders

The Annual Meeting of Shareholders of The Zweig Total Return
Fund, Inc. was held on June 11, 2015. The meeting was held for
purposes of electing two (2) Directors to the Board of Directors
for a three-year term.

The results were as follows:

Election Directors       Votes For     Votes Withheld
James B. Rogers, Jr. . .  19,473,170     3,691,757
Christopher Ruddy . . . . 19,639,350     3,525,577

Based on the foregoing, James B. Rogers, Jr. was re-elected and
Christopher Ruddy elected, to the Board of Directors. The Fund's
other Directors who continue in office are George R. Aylward, R.
Keith Walton, William H. Wright II a