SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • November 4th, 2010 • Zweig Total Return Fund Inc • Massachusetts
This Subscription Agent Agreement (the “Agreement”) is made as of November 4, 2010 by and among the Zweig Total Return Fund, Inc. (the “ Company”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking (collectively, the “Agent” or individually “Computershare” 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, File No. 811-05620 filed by the Company with the Securities and Exchange Commission on September 21, 2010, as amended by any amendment filed with respect thereto (the “Registration Statement”).
November 3, 2010Letter of Agreement • November 4th, 2010 • 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 Zweig Total Return Fund, Inc. (the “Company”) to act as Information Agent in connection with the upcoming rights offering (the “Offer”) for the Company. The term of the Agreement shall be the term of the Offer, including any extensions thereof.
