Zweig Consulting LLC 900 Third Avenue, 30th Floor New York, NY 10022Zweig Total Return Fund Inc • March 28th, 2007
This will confirm that we have agreed to amend and restate Section 2.1 of the Amended and Restated Servicing Agreement, dated as of March 2, 2004, to read in its entirety as follows.
March 22, 2007Letter of Agreement • March 28th, 2007 • Zweig Total Return Fund Inc • New York
This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson Inc. (“Georgeson”) by The Zweig Total Return Fund Inc. (the “Company”) to act as Information Agent in connection with its Rights Offer (the “Offer”). The term of the Agreement shall be the term of the Offer, including any extensions thereof.
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • March 28th, 2007 • Zweig Total Return Fund Inc • Massachusetts
This Subscription Agent Agreement (the “Agreement”) is made as of March 26, 2007 between The Zweig Total Return Fund, Inc. (the “Company”), Computershare Shareholder Services, Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking (collectively, the “Agent” or individually “CSS” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the (Registration Statement on Form N-2, Investment Company Act File No. 811-05620 filed by the Company with the Securities and Exchange Commission on December 22, 2006, as amended by any amendment filed with respect thereto (the “Registration Statement”).
