SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934Zweig Total Return Fund Inc. (ZTR)
(Name of Issuer)Common Stock
(Title of Class of Securities)989837208
(CUSIP Number)George W. Karpus, President
Karpus Management, Inc.,
d/b/a Karpus Investment Management
183 Sully's Trail
Pittsford, New York 14534
(585) 586-4680
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)October 31, 2013
(Date of Event which Requires Filing of this Statement)If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
CUSIP No.: 989837208
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).Karpus Management, Inc., d/b/a Karpus Investment Management
I.D. #16-1290558
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions)AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)N/A
6. Citizenship or Place of OrganizationNew York
Number of Shares Beneficially Owned by Each reporting Person With:
- 7. Sole Voting Power2,079,5648. Shared Voting PowerN/A9. Sole Dispositive Power2,079,56410. Shared Dispositive PowerN/A
11. Aggregate Amount Beneficially Owned by Each Reporting Person2,079,564
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)N/A
13. Percent of Class Represented by Amount in Row (11)5.97%
14. Type of Reporting Person (See Instructions)IA
The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed by the undersigned. This Amendment amends the original Schedule 13D as specifically set forth.
Item 3. Source and Amount of Funds or Other Considerations.KIM, an independent investment advisor, has accumulated 2,079,564 shares of the Zweig Total Return Fund on behalf of accounts that are managed by KIM (the “Accounts”) under limited powers of attorney, which represents 5.97% of the outstanding shares. All funds that have been utilized in making such purchases are from such Accounts.Item 4. Purpose of Transaction.KIM has purchased Shares for the Accounts for investment purposes. However, KIM reserves the right to contact management with regard to concerns that they have with respect to the Fund. This may include letters to the Board and/or other communications with Fund management. Being an independent registered investment advisor, with a specialty focus in closed end funds, the profile of Zweig Total Return Fund fits the investment guidelines for various Accounts. Shares have been acquired since December 16, 2011.Item 5. Interest in Securities of the Issuer.(a) As of the date of this Report, KIM represents beneficial ownership of 2,079,564 shares or 5.97% of the outstanding shares. George W. Karpus presently owns 147,835 shares. JoAnn Van Degriff presently owns 11,025 shares. Dana R. Consler presently owns 725 shares. Kathy F. Crane presently owns 30 shares. Karpus Management Defined Benefit Plan presently owns 1,925 shares. None of the other principals of KIM presently own shares of the Zweig Total Return Fund.(b) KIM has the sole power to dispose of and to vote all of such Shares under limited powers of attorney.(c) Open market transactions for the last 60 days for the Accounts. There have been no dispositions and no acquisitions, other than by such open market transactions: