<DOCUMENT>
<TYPE>EX-99.C
<SEQUENCE>5
<FILENAME>dex99c.txt
<DESCRIPTION>REGISTRANT'S NOTICES TO SHAREHOLDERS PURSUANT TO RULE 19(A) UNDER THE 1940 ACT
<TEXT>
<PAGE>


       THE ZWEIG TOTAL RETURN FUND, INC. DISCLOSES SOURCES OF DISTRIBUTION
                              - SECTION 19A NOTICE

NEW YORK, November 14, 2008 - The Board of Directors of The Zweig Total Return
Fund, Inc. (NYSE: ZTR) declared a distribution of $0.033 per share to
shareholders of record on November 13, 2008, payable November 26, 2008. The Fund
has a Managed Distribution Plan to pay 10 percent of the Fund's net asset value
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 the distributions 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:

<TABLE>
<CAPTION>
Distribution Estimates                           November 2008 (MTD)     Year-to-date (YTD) /(1)/
                                              ------------------------   ------------------------
                                                           Percentage                 Percentage
                                              Per Share    of Current    Per Share    of Current
                 (Sources)                      Amount    Distribution     Amount    Distribution
-------------------------------------------   ---------   ------------   ---------   ------------
<S>                                             <C>          <C>           <C>          <C>
Net Investment Income                           $0.007        22.3%        $0.086        22.3%
Net Realized Short-Term Capital Gains               --         0.0%         0.042        11.0%
Net Realized Long-Term Capital Gains                --         0.0%         0.003         0.8%
Return of Capital (or other Capital Source)      0.026        77.7%         0.254        65.9%
                                                ------       -----         ------       -----
Total Distribution                              $0.033       100.0%        $0.385       100.0%
                                                ======       =====         ======       =====
</TABLE>

/(1)/ YTD February 1, 2008 to November 30, 2008. (The distribution paid on
      January 10, 2008 is reportable for tax on Form 1099 in 2007.)

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 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 change based on tax regulations. You will receive a Form 1099-DIV
for the calendar year that will explain 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 net
asset value ("NAV") and not the market price of the Fund's shares. Performance
figures are not meant to represent individual shareholder performance.

<TABLE>
<S>                                                                                     <C>
Average Annual Total Return on NAV for the 5-year period ended October 31, 2008 /(2)/     2.87%
Current Fiscal YTD Annualized Distribution Rate /(3)/                                    11.82%

YTD Cumulative Total Return on NAV /(4)/                                                -12.13%
YTD Cumulative Distribution Rate /(5)/                                                    9.85%
</TABLE>

<PAGE>


/(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
      October 31, 2008.

/(4)/ YTD Cumulative Total Return on NAV is the percentage change in the Fund's
      NAV from January 1, 2008 to October 31, 2008, including distributions paid
      and assuming reinvestment of those distributions.

/(5)/ YTD Cumulative Distribution Rate is the dollar value of distributions from
      January 1, 2008 to October 31, 2008 as a percentage of the Fund's NAV as
      of October 31, 2008.

     The Zweig Total Return Fund, Inc. is a closed-end fund with an investment
objective to seek the highest total return, consisting of capital appreciation
and current income, consistent with the preservation of capital. 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.

ZTR CUSIP: 989837109

                                                                       ZTR 11/08

<PAGE>


       THE ZWEIG TOTAL RETURN FUND, INC. DISCLOSES SOURCES OF DISTRIBUTION
                              - SECTION 19A NOTICE

NEW YORK, December 11, 2008 - The Board of Directors of The Zweig Total Return
Fund, Inc. (NYSE: ZTR) declared a distribution of $0.032 per share to
shareholders of record on December 11, 2008, payable December 24, 2008. 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:

<TABLE>
<CAPTION>
Distribution Estimates                           December 2008 (MTD)     Year-to-date (YTD) /(1)/
                                              ------------------------   ------------------------
                                                           Percentage                 Percentage
                                              Per Share    of Current    Per Share    of Current
                 (Sources)                      Amount    Distribution     Amount    Distribution
-------------------------------------------   ---------   ------------   ---------   ------------
<S>                                             <C>          <C>           <C>          <C>
Net Investment Income                           $0.008        23.3%        $0.093        22.4%
Net Realized Short-Term Capital Gains               --         0.0%         0.042        10.2%
Net Realized Long-Term Capital Gains             0.003        10.2%         0.007         1.5%
Return of Capital (or other Capital Source)      0.021        66.5%         0.275        65.9%
                                                ------       -----         ------       -----
Total Distribution                              $0.032       100.0%        $0.417       100.0%
                                                ======       =====         ======       =====
</TABLE>

/(1)/ YTD February 1, 2008 to December 10, 2008. (The distribution paid on
      January 10, 2008 is reportable for tax on Form 1099 in 2007)

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.

<TABLE>
<S>                                                                                      <C>
Average Annual Total Return on NAV for the 5-year period ended November 28, 2008 /(2)/     2.52%
Current Fiscal YTD Annualized Distribution Rate /(3)/                                     11.95%

YTD Cumulative Total Return on NAV /(4)/                                                 -13.42%
YTD Cumulative Distribution Rate /(5)/                                                    10.95%
</TABLE>

/(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
      November 28, 2008.

<PAGE>


/(4)/ YTD Cumulative Total Return on NAV is the percentage change in the Fund's
      NAV from January 1, 2008 to November 28, 2008, including distributions
      paid and assuming reinvestment of those distributions.

/(5)/ YTD Cumulative Distribution Rate is the dollar value of distributions from
      January 1, 2008 to November 28, 2008 as a percentage of the Fund's NAV as
      of November 28, 2008.

     The Zweig Total Return Fund, Inc. is a closed-end fund with an investment
objective to seek the highest total return, consisting of capital appreciation
and current income, consistent with the preservation of capital. 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.

ZTR Cusip: 989837109

                                                                       ZTR 12/08
</TEXT>
</DOCUMENT>
