Virtus Total Return Fund Inc.

expiry = 2017-06-23...1)(i)​ OFFER BY VIRTUS TOTAL RETURN FUND INC. TO PURCHASE FOR CASH UP TO 5% OF ITS ISSUED AND OUTSTANDING SHARES OF COMMON STOCK AT 98% OF NET ASSET VALUE PER SHARE ​ ​ THE OFFER AND WITHDRAWAL RIGHT WILL EXPIRE AT 11:59 P.M., NEW YORK TIME, ON JUNE 23, 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...or fees and transfer taxes under certain circumstances. Please contact the Depositary for more information. The Fund normally calculates the NAV of its Shares daily at the close of regular trading on the NYSE. On April 28, 2017, the NAV was $12.99. The Shares are listed on the NYSE. On April 28, 2017, the last sales price at the close of regular trading on the NYSE was $11.72 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 (866) 775-2705 or through the Fund’s toll free number at 866-270-7788. 5 TABLE OF CONTE...

mechanism = NAV_PERCENT...ated Letter of Transmittal. • What is the Offer? ​ Virtus Total Return Fund Inc. (formerly, The Zweig Fund, Inc.) (the “Fund”) is offering to purchase up to 5% of its outstanding Shares, or 1,133,020.45 of its outstanding Shares of Common Stock, for cash at a price per Share equal to 98% of the net asset value per Share (“NAV”) as of the close of regular trading on the New York Stock Exchange (“NYSE”) on June 23, 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, a...

no_priority = True...ockholder (and not timely withdrawn), unless the Fund determines not to purchase any Shares as described in Section 13 of the Issuer Tender Offer Statement.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 pro ration provision for odd-lot tenders, which means that all odd-lot tenders (including Stockholders 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 1,133,020.45 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 percentage ownership interest in the Fund will increase after completion of the Offer. •...

price = USD 13.78...sh at a price equal to 98% of the Fund’s NAV. The Initial Tender Offer was completed on May 26, 2016 and the Fund accepted 3,011,788.95 shares, representing 15% of its Shares at a purchase price of $13.78 per share. The condition for the first conditional tender offer was met when the Fund’s average trading discount, calculated as the percentage difference between NAV and the volume-weighted average price on each trading day, was...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 t1701558_ex-a1i.htm ISSUER TENDER OFFER STATEMENT t1701558-scto_DIV_00-ex-a1i - none - 2.9032903s TABLE OF CONTENTS Exhibit (a)(1)(i)​ OFFER BY VIRTUS TOTAL RETURN FUND INC. TO PURCHASE FOR CASH UP TO 5% OF ITS ISSUED AND OUTSTANDING SHARES OF COMMON STOCK AT 98% OF NET ASSET VALUE PER SHARE ​ ​ THE OFFER AND WITHDRAWAL RIGHT WILL EXPIRE AT 11:59 P.M., NEW YORK TIME, ON JUNE 2...