ZF Virtus Total Return Fund Inc

The Board of Directors of The Zweig Fund, Inc. (NYSE: ZF) declared a distribution of $0.089 per share to shareholders of record on July 8, 2009, payable July 27, 2009. The Fund has a Managed Distribution Plan to pay 10 percent of the Fund's net asset value ("NAV") on an annualized basis. The Board believes that regular, fixed cash payouts will enhance shareholder value and serve the long-term interests of shareholders.

The following is a required Section 19A notice:

You should not draw any conclusions about the Fund's investment performance from the amount of this distribution or from the terms of the Fund's Managed Distribution Plan.

This notice discloses information on the sources of the distribution as required by SEC Rule 19(a) of the Investment Company Act of 1940 and the Fund's SEC Exemptive Order under Section 19(b) as follows:

Distribution Estimates      July 2009 (QTD)        Year-to-date (YTD) (1)
                        ------------------------- -------------------------
                                     Percentage                Percentage
                         Per Share   of Current    Per Share   of Current
   (Sources)              Amount    Distribution     Amount   Distribution
                        ------------ -----------  ------------ -----------
Net Investment Income   $      0.006         7.2% $      0.014         8.4%
                        ------------ -----------  ------------ -----------
Net Realized Short-Term
 Capital Gains                     -         0.0%            -         0.0%
                        ------------ -----------  ------------ -----------
Net Realized Long-Term
 Capital Gains                     -         0.0%            -         0.0%
                        ------------ -----------  ------------ -----------
Return of Capital (or
 other Capital Source)         0.083        92.8%        0.150        91.6%
                        ------------ -----------  ------------ -----------
Total Distribution      $      0.089       100.0% $      0.164       100.0%
                        ------------ -----------  ------------ -----------

(1) YTD February 1, 2009 to January 11, 2010. (The distribution paid on
    January 12, 2009 was reportable for tax on Form 1099 in 2008)

The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund's investment performance and should not be confused with "yield" or "income."

The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Information regarding the Fund's performance and distribution rates is set forth below. Please note that all performance figures are based on the Fund's NAV and not the market price of the Fund's shares. Performance figures are not meant to represent individual shareholder performance.

Average Annual Total Return on NAV for the 5-year period ended June
 30, 2009 (2)                                                         1.33%
                                                                    ------
Current Fiscal YTD Annualized Distribution Rate (3)                   9.19%
                                                                    ------


YTD Cumulative Total Return on NAV (4)                                4.58%
                                                                    ------
YTD Cumulative Distribution Rate (5)                                  4.60%
                                                                    ------

(2) Average Annual Total Return on NAV is the annual compound return for
    the five year period.  It reflects the change in the Fund's NAV and
    reinvestment of all distributions.
(3) Current Fiscal YTD Annualized Distribution Rate is the Cumulative
    Distribution Rate annualized as a percentage of the Fund's NAV as of
    June 30, 2009.
(4) YTD Cumulative Total Return on NAV is the percentage change in the
    Fund's NAV from January 1, 2009 to June 30, 2009, including
    distributions paid and assuming reinvestment of those distributions.
(5) YTD Cumulative Distribution Rate is the dollar value of distributions
    from January 1, 2009 to June 30, 2009 as a percentage of the Fund's NAV
    as of June 30, 2009.

The Zweig Fund, Inc. is a closed-end fund with an investment objective of increasing capital primarily through investment in equity securities consistent with the preservation of capital and reduction of risk as determined by the fund's investment adviser. The Zweig closed-end funds are advised by Zweig Advisers LLC. For more information on the Fund, please contact Shareholder Services at 800.272.2700 or visit us on the web at www.virtus.com.

ZF Cusip: 989834106

For Further Information: Zweig Funds Shareholder Services (800) 272-2700 Patricia Baronowski The Altman Group (212) 400-2604