UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ | Preliminary Proxy Statement | |||
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
x | Definitive Proxy Statement | |||
¨ | Definitive Additional Materials | |||
¨ | Soliciting Material Pursuant to §240.14a-12 | |||
The Zweig Total Return Fund, Inc. | ||||
(Name of Registrant as Specified In Its Charter) | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
Payment of Filing Fee (Check the appropriate box): | ||||
x | No fee required. | |||
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) | Title of each class of securities to which transaction applies:
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(2) | Aggregate number of securities to which transaction applies:
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(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) | Proposed maximum aggregate value of transaction:
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(5) | Total fee paid:
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¨ | Fee paid previously with preliminary materials. | |||
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid:
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(2) | Form, Schedule or Registration Statement No.:
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(3) | Filing Party:
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(4) | Date Filed:
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Hartford, Connecticut May 1, 2015 |
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By Order of the Boards of Directors of The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc., |
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GEORGE R. AYLWARD, Chairman of the Board and President |
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IMPORTANT:Shareholders are cordially invited to attend the Meeting. In order to avoid delay and additional expense, and to assure that your shares are represented, please vote as promptly as possible, even if you plan to attend the Meeting. Please refer to the website and telephone number indicated on your proxy card for instructions on how to cast your vote. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote by mail, please complete, sign, date, and mail the enclosed proxy card. No postage is required if you use the accompanying envelope to mail the proxy card in the United States. The proxy is revocable and will not affect your right to vote in person if you attend the Meeting and elect to vote in person. |
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Name, Address and Birth Year |
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Position(s) Held with Fund |
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Term of Office and Length Time Served |
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Principal Occupations During Past Five Years |
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Number of Portfolios in Fund Complex Overseen by Director* |
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Other Directorships Held by Director |
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Independent Directors and Nominees |
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R. Keith Walton YOB: 1964 |
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Lead Independent Director and Member of Audit and Nominating Committees |
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Term: Until 2017; Served since: 2004 |
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Vice President, Strategy, Arizona State University (2013-Present); Vice President, Global Government & Affairs, Alcoa (2011- 2013); Senior Managing Director, BSE Management LLC (2010); Principal and Chief Administrative Officer, Global Infrastructure Partners (2007-2009) |
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2 |
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Director, Blue Crest Capital Management, LLC Funds (since 2006) |
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Brian T. Zino YOB: 1952 |
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Director, Chairman of Audit Committee and Member of Nominating Committee |
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Term: Until 2017: Served since: 2014 |
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President (1994-2008), J. & W Seligman Co. Incorporated (1982-2008) |
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2 |
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Trustee (since 2011), Bentley University; Director (1998-2009), ICI Mutual Insurance Company |
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James B. Rogers, Jr., YOB: 1942 |
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Director, Member of Audit Committee, and Chairman of the Nominating Committee |
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Term: Nominee to Serve Until 2018; Served since: 1986 (ZF) and 1988 (ZTR) |
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Private investor (since 1980) |
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2 |
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Director, First China Financial Network Holdings Limited (since 2014); Director, Phos Agro (since 2014); Director Spanish Mountain Gold Limited (since 2014) Director, Geo Energy Resources, Limited (since 2012); Director, FAB Universal Corp. (2013-2014; Director, Genagro Services, Ltd. (since 2011); Chairman, Beeland Interests (Media and Investments) (since 1980) |
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Christopher Ruddy YOB: 1965 |
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Nominee for Director** |
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Term: Nominee to Serve Until 2018; Has not previously served |
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CEO and Director, NewsMax Media, Inc. (1998- Present) |
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2*** |
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Director, Financial Publishers Association (since 2005); Trustee, American Swiss Foundation (2007-2012) |
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William H. Wright II YOB: 1960 |
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Director, Member of Audit Committee, and Member of Nominating Committee |
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Term: Until 2016; Served since: 2013 |
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Managing Director, Morgan Stanley (1982-2010) |
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2 |
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None |
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Name, Address and Birth Year |
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Position(s) Held with Fund |
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Term of Office and Length Time Served |
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Principal Occupations During Past Five Years |
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Number of Portfolios in Fund Complex Overseen by Director |
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Other Directorships Held by Director |
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Interested Director |
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George R. Aylward**** 100 Pearl Street, Hartford, CT 06103 YOB: 1964 |
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Chairman of the Board, President and Chief Executive Officer |
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Term: Until 2016; Served since: 2006 |
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Director, President and Chief Executive Officer (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions with Virtus affiliates (since 2005) |
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64 |
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Trustee, Various Virtus-affiliated Mutual and Closed-End Funds |
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Name of Person, Position |
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Aggregate Compensation From the Fund |
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Pension or Retirement Benefits as Part of Fund Expenses |
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Estimated Annual Benefits Upon Retirement |
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Total Compensation From the Fund and Fund Complex Paid to Directors |
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James B. Rogers – Director |
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ZF-$43,000 ZTR-$43,000 |
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0 |
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0 |
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$ |
86,000 |
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R. Keith Walton – Director |
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ZF-$58,000 ZTR-$58,000 |
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0 |
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0 |
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$ |
116,000 |
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William H. Wright II – Director |
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ZF-$43,000 ZTR-$43,000 |
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0 |
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$ |
0 |
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$ |
86,000 |
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Brian T. Zino – Director* |
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ZF-$29,039 ZTR-$29,039 |
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$ |
0 |
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$ |
0 |
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$ |
58,078 |
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George R. Aylward – Interested Director and President |
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ZF-$0 ZTR-$0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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Name of Director or Nominee |
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Dollar Range of Equity Securities in the Fund* |
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Aggregate Dollar Range of Fund Ownership in all Funds Overseen by Director in the Family of Registered Investment Companies** |
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James B. Rogers, Jr. |
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ZF-$50,001-$100,000 ZTR-$10,001-$50,000 |
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$50,001-$100,000 |
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Christopher Ruddy |
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ZF-$10,001-$50,000 ZTR-$10,001-$50,000 |
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$10,001-$50,000 |
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R. Keith Walton |
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ZF-$10,001-$50,000 ZTR-$10,001-$50,000 |
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$50,001-$100,000 |
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Name of Director or Nominee |
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Dollar Range of Equity Securities in the Fund* |
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Aggregate Dollar Range of Fund Ownership in all Funds Overseen by Director in the Family of Registered Investment Companies** |
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George R. Aylward |
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ZF-$10,001-$50,000 ZTR-$10,001-$50,000 |
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Over $100,000 |
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William H. Wright |
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ZF-$1-$10,000 ZTR-$1-$10,000 |
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$10,001-$50,000 |
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Brian T. Zino |
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ZF-$10,001-$50,000 ZTR-$10,001-$50,000 |
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$50,001-$100,000 |
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Name, Address and Birth Year |
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Position(s) Held with Fund |
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Length of Time Served* |
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Principal Occupation(s) During Past 5 years |
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Carlton Neel, YOB: 1967 |
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Executive Vice President |
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Since 2003 |
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Senior Vice President and Portfolio Manager, Zweig Advisers LLC (since 2003); Senior Managing Director of Euclid Advisors LLC (since 2011); Virtus Investment Advisers, Inc., Senior Managing Director (2008-2011) |
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David Dickerson, YOB: 1967 |
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Senior Vice President |
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Since 2003 |
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Senior Vice President and Portfolio Manager, Zweig Advisers LLC (since 2003); Managing Director, Virtus Investment Advisers, Inc. (since 2008-2011); Managing Director of Euclid Advisors LLC (since 2011) |
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Nancy J. Engberg, YOB: 1956 |
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Chief Compliance Officer |
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Since 2012 |
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Vice President (since 2008) and Chief Compliance Officer (2008 to 2011), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2003) with Virtus affiliates; Vice President (since 2010), Chief Compliance Officer (since 2011), Virtus Variable Insurance Trust; Vice President and Chief Compliance Officer (since 2011), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund |
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William Renahan, Esq., YOB: 1969 |
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Vice President, Chief Legal Officer and Secretary |
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Since 2012 |
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Senior Legal Counsel and Vice President, Virtus Investment Partners, Inc. (since 2012); Vice President, Chief Legal Officer, Counsel and Secretary, Duff & Phelps Select Energy MLP Fund, Inc. (since 2014), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund, (since 2012), and Vice President and Assistant Secretary, Duff & Phelps Global Utility Income Fund Inc., (since 2012); Managing Director, Legg Mason, Inc. and predecessor firms (1999- June, 2012) |
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W. Patrick Bradley, YOB: 1972 |
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Vice President, Treasurer and Chief Financial Officer |
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Since 2010 |
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Senior Vice President, Fund Services (since 2010); Senior Vice President, Fund Administration (since 2009), Vice President, Fund Administration (2007-2009), Virtus Investment Partners, Inc. and/or certain of its subsidiaries |
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Fiscal Year |
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Audit Fees |
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Audit-Related Fees* |
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Tax Fees** |
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All Other Fees |
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2013 |
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$32,000 |
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$2,853 |
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$5,200 |
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$0 |
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2014 |
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$36,400 |
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$1,742 |
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$8,150 |
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$0 |
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Fiscal Year |
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Audit Fees |
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Audit-Related Fees* |
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Tax Fees** |
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All Other Fees |
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2013 |
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$32,000 |
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$2,853 |
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$8,400 |
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$0 |
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2014 |
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$36,400 |
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$1,742 |
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$8,150 |
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$0 |
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Title of Class |
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Name and Address of Beneficial Owner |
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Amount and Nature of Beneficial Ownership |
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Percent of Class |
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Common Stock |
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First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 |
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3,659,269 |
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17.55% |
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Common Stock |
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Advisors Asset Management, Inc. 18925 Base Camp Road, Monument, Colorado 80132 |
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1,924,544 |
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9.23% |
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Title of Class |
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Name and Address of Beneficial Owner |
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Amount and Nature of Beneficial Ownership |
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Percent of Class |
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Common Stock |
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Sit Investment Associates, Inc. 3300 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402 |
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4,284,237 |
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13.17% |
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Common Stock |
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Relative Value Partners, LLC 1033 Skokie Boulevard, Suite 470, Northbrook, Illinois 60062 |
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2,366,868 |
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7.11% |
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Hartford, Connecticut |
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By Order of the Boards of Directors of |
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May 1, 2015 |
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The Zweig Fund, Inc. The Zweig Total Return Fund, Inc. |
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GEORGE R. AYLWARD, |
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Chairman of the Board and President |
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