Virtus Total Return Fund

expiry = 2017-03-15...(a)(1)(i)​ OFFER BY VIRTUS TOTAL RETURN FUND TO PURCHASE FOR CASH UP TO 40% OF ITS ISSUED AND OUTSTANDING SHARES OF COMMON STOCK AT 99% OF NET ASSET VALUE PER SHARE ​ ​ THE OFFER AND WITHDRAWAL RIGHT WILL EXPIRE AT 11:59 P.M., NEW YORK TIME, ON MARCH 15, 2017, UNLESS THE OFFER IS EXTENDED ​ ​ This Issuer Tender Offer Statement and the accompanying Letter of Transmittal (which together constitute the “Offer”) are not conditioned on any minimum number of outstanding shares of common stock, par va...

listed = True...and transfer taxes under certain circumstances. Please contact the Information Agent for more information. The Fund normally calculates the NAV of its Shares daily at the close of regular trading on the NYSE. On January 31, 2017, the NAV was $4.79. The Shares are listed on the NYSE. On January 31, 2017, the last sales price at the close of regular trading on the NYSE was $4.55 per Share. The NAV of the Fund’s Shares will be available daily through the Pricing and Termination Date, through the Fund’s Information Agent toll free at 1-800-932-9864 or through the Fund’s toll free number at 866-270-7788. 5 TABLE OF CONT...

mechanism = NAV_PERCENT...r Tender Offer Statement and the related Letter of Transmittal. • What is the Offer? ​ Virtus Total Return Fund (the “Fund”) is offering to purchase up to 40% of its outstanding Shares, or 10,986,443.69 of its outstanding Shares of Common Stock, for cash at a price per Share equal to 99% of the net asset value per Share (“NAV”) as of the close of regular trading on the New York Stock Exchange (“NYSE”) on March 15, 2017 (or, if the Offer is extended, on the last business day through which the Offer is extended) (the “Pricing Date”) upon specified terms and subject to conditions as set forth in the Offer documents. • When will the Offer expire,...

no_priority = True...(disregarding fractions) in accordance with the number of Shares tendered by each Shareholder (and not timely withdrawn), unless the Fund determines not to purchase any Shares as described in Section 13 of the Issuer Tender Offer Statement. This tender offer will not have any special proration provision for odd-lot tenders, which means that all odd-lot tenders (including Shareholders who own fewer than 100 Shares) are subject to proration. The Fund’s present intention, if the Offer is oversubscribed, is not to purchase more than 10,986,443.69 Shares. See Section 1 of the Issuer Tender Offer Statement. • If I decide not to tender, how will the Offer affect the Fund Shares I hold? ​ Your...

price = USD 4.74...holders tender 40% of the Fund’s outstanding Shares pursuant to the Offer, the estimated payments by the Fund to the Shareholders would be approximately $52,075,743.11 (based on a price per share of $4.74 which is 99% of the Fund’s NAV as determined on January 31, 2017). See the Pro Forma Capitalization table below. The monies to be used by the Fund to purchase Shares pursuant to the Offer will be obtained from cash and...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 t1700335_ex99-a1i.htm ISSUER TENDER OFFER STATEMENT, DATED FEBRUARY 15, 2017 t1700335-scto_DIV_100-exh-a1i - none - 3.2933293s TABLE OF CONTENTS Exhibit (a)(1)(i)​ OFFER BY VIRTUS TOTAL RETURN FUND TO PURCHASE FOR CASH UP TO 40% OF ITS ISSUED AND OUTSTANDING SHARES OF COMMON STOCK AT 99% OF NET ASSET VALUE PER SHARE ​ ​ THE OFFER AND WITHDRAWAL RIGHT WILL EXPIRE AT 11:59 P.M., N...