Exhibit (a)(2)
THE ZWEIG TOTAL RETURN FUND, INC.
ARTICLES SUPPLEMENTARY
The Zweig Total Return Fund, Inc., a Maryland corporation having its principal office, in
Maryland, in Baltimore City, Maryland (hereinafter called the “Corporation”), hereby certifies
to the Maryland State Department of Assessments and Taxation that:
FIRST: Pursuant to Title 3, Subtitle 8 of the Maryland General Corporation Law (the
“MGCL”), by resolution of its Board of Directors adopted on August 10, 2004, the Corporation
elected to become subject to Section 3-804(c) of the MGCL with respect to vacancies on the Board
of Directors, subject to the provisions of the Investment Company Act of 1940, as amended.
Section 3-804(c) of the MGCL provides that all vacancies on the Board of Directors, whether
resulting from the death, resignation, or removal of a director or from an increase in the size
of Board of Directors, may be filled only by vote of the remaining members of the Board of
Directors, even if they do not constitute a quorum, and further that a director elected by the
Board of Directors to fill a vacancy shall hold office for the remainder of the full term of the
class of directors in which the vacancy occurred and until a successor is elected and qualifies.
In the event of any inconsistency with the Charter or Bylaws of the Corporation, the aforesaid
provisions of the MGCL will govern, subject to the provisions of the Investment Company Act of
1940, as amended.
IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in its name
and on its behalf by its President and witnessed by its Secretary as of this 10th day of
August, 2004, and the undersigned officers acknowledge that these Articles Supplementary are
the act of the Corporation, that to the best of their knowledge, information and belief all
matters and facts set forth herein with respect to the authorization and approval of these
Articles Supplementary are true in all material respects, and that this statement is made
under the penalties of perjury.
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WITNESS: |
THE ZWEIG TOTAL RETURN FUND, INC. |
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/s/ Megan Huddleston
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By: |
/s/ Daniel T. Geraci
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Megan Huddleston, Secretary |
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Daniel T. Geraci, President |
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(STATE OF MARYLAND SEAL) |