ZTR / Virtus Global Dividend & Income Fund Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

Virtus Global Dividend & Income Fund Inc.
US ˙ NYSE ˙ US92835W1071

Statistiche di base
CIK 836412
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Virtus Global Dividend & Income Fund Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
April 8, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ☒ Defi

February 12, 2025 EX-99.(A)(5)(V)

Virtus Total Return Fund Inc. Announces Final Results of Tender Offer

EX-99.(A)(5)(V) 2 d891277dex99a5v.htm TEXT OF PRESS RELEASE DATED AND ISSUED JANUARY 12, 2025   News Release Virtus Total Return Fund Inc. Announces Final Results of Tender Offer HARTFORD, CT, February 12, 2025 – Virtus Total Return Fund Inc. (NYSE: ZTR) (the “Fund”) today announced final results of its previously announced tender offer to acquire 10% of its outstanding shares, which expired Febru

February 12, 2025 SC TO-I/A

As filed with the Securities and Exchange Commission February 12, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 193

SC TO-I/A As filed with the Securities and Exchange Commission February 12, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 7, 2025 EX-99.(A)(5)(IV)

Virtus Total Return Fund Inc. Announces Preliminary Results of Tender Offer

  News Release  Virtus Total Return Fund Inc. Announces Preliminary Results of Tender Offer HARTFORD, CT, Friday, February 7, 2025 – Virtus Total Return Fund Inc. (NYSE: ZTR) (the “Fund”) today announced preliminary results of its previously announced tender offer (“Tender Offer”) to acquire 10% of the Fund’s outstanding shares, which expired on February 6, 2025 at 5 p.m. (Eastern). Approximately

February 7, 2025 SC TO-I/A

As filed with the Securities and Exchange Commission February 7, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

SC TO-I/A As filed with the Securities and Exchange Commission February 7, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 7, 2025 EX-99.(A)(1)(IV)

Offer by VIRTUS TOTAL RETURN FUND INC. To Purchase for Cash up to 10% of the Fund’s Outstanding Shares of Common Stock at 98% Net Asset Value THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. EASTERN TIME FEBRUARY 6, 2025 THIS OFFER IS NOT CON

Exhibit (a)(1)(iv) Offer by VIRTUS TOTAL RETURN FUND INC. To Purchase for Cash up to 10% of the Fund’s Outstanding Shares of Common Stock at 98% Net Asset Value THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. EASTERN TIME FEBRUARY 6, 2025 THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE FUND’S ISSUER TENDER

January 7, 2025 EX-99.(A)(1)(V)

Offer by VIRTUS TOTAL RETURN FUND INC. To Purchase for Cash up to 10% of the Fund’s Outstanding Shares of Common Stock at 98% Net Asset Value THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. EASTERN TIME FEBRUARY 6, 2025 THIS OFFER IS NOT CON

Exhibit (a)(1)(v) Offer by VIRTUS TOTAL RETURN FUND INC. To Purchase for Cash up to 10% of the Fund’s Outstanding Shares of Common Stock at 98% Net Asset Value THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. EASTERN TIME FEBRUARY 6, 2025 THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE FUND’S ISSUER TENDER O

January 7, 2025 EX-99.(D)(1)

AGREEMENT

Exhibit (d)(1) AGREEMENT This Agreement (the “Agreement”) is made and entered into effective as of the 6th day of March, 2024 by and among Virtus Investment Advisers, Inc.

January 7, 2025 EX-99.(A)(5)(I)

Virtus Total Return Fund Inc. Announces First Conditional Tender Offer

News Release  Virtus Total Return Fund Inc. Announces First Conditional Tender Offer HARTFORD, CT, December 2, 2024 – Virtus Total Return Fund Inc. (NYSE: ZTR) (“the Fund”) today announced it met the conditions to trigger its first conditional tender offer (“Tender Offer”) to acquire another 10% of the Fund’s outstanding shares. This Tender Offer was triggered when the Average Trading Discount of

January 7, 2025 EX-99.(A)(1)(II)

PLACE AN ☐ IN ONE BOX ONLY See instruction number 2 and 3 on the reverse side of this form.

   Georgeson 1290 Avenue of the Americas, 9th Floor New York, NY 10104 (888) 755-4027 (Toll Free) LETTER OF TRANSMITTAL TO TENDER SHARES OF VIRTUS TOTAL RETURN FUND INC.

January 7, 2025 EX-99.(D)(2)

[Signature Page Follows]

Exhibit (d)(2) AGREEMENT This Agreement (the “Agreement”) is made and entered into effective as of the 6th day of March, 2024 by and among Virtus Investment Advisers, Inc.

January 7, 2025 EX-FILING FEES

Calculation of Filing Fee Table Schedule TO-I (Form Type) Virtus Total Return Fund Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Transaction Valuation (in millions) Fee Rate (per million) Amount of Filing

Exhibit 107 Calculation of Filing Fee Table Schedule TO-I (Form Type) Virtus Total Return Fund Inc.

January 7, 2025 EX-99.(A)(1)(III)

PLACE AN ☐ IN ONE BOX ONLY See instruction number 2 and 3 on the reverse side of this form.

Georgeson 1290 Avenue of the Americas, 9th Floor New York, NY 10104 (888) 755-4027 (Toll Free) LETTER OF TRANSMITTAL TO TENDER SHARES OF VIRTUS TOTAL RETURN FUND INC.

January 7, 2025 EX-99.(A)(1)(VII)

January 7, 2025

Exhibit (a)(1)(vii) January 7, 2025 Dear Shareholder, Virtus Total Return Fund Inc.

January 7, 2025 EX-99.(A)(1)(I)

OFFER VIRTUS TOTAL RETURN FUND INC. TO PURCHASE FOR CASH UP TO 10% 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 5:00 P.M. EASTERN TIME ON FEBRUARY 6, 2025, UNLE

Exhibit (a)(1)(i) OFFER BY VIRTUS TOTAL RETURN FUND INC. TO PURCHASE FOR CASH UP TO 10% 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 5:00 P.M. EASTERN TIME ON FEBRUARY 6, 2025, UNLESS THE OFFER IS EXTENDED This Issuer Tender Offer Statement and the accompanying Letter of Transmittal (which together constitute

January 7, 2025 EX-99.(A)(1)(VI)

Virtus Total Return Fund Inc. c/o Virtus Investment Advisers, Inc. One Financial Plaza Hartford, CT 06103

Exhibit (a)(1)(vi) Virtus Total Return Fund Inc. c/o Virtus Investment Advisers, Inc. One Financial Plaza Hartford, CT 06103 Dear Stockholder: At meetings held on January 23, 2024, February 28, 2024 and March 6, 2024, the Board of Directors (the “Board”) of Virtus Total Return Fund Inc. (the “Fund”) considered and voted in favor of a proposal to conduct a tender offer campaign comprised of one unc

January 7, 2025 EX-99.(A)(5)(II)

Virtus Total Return Fund Inc. Announces Commencement of Tender Offer

News Release  Virtus Total Return Fund Inc. Announces Commencement of Tender Offer HARTFORD, CT, January 7, 2025 – Virtus Total Return Fund Inc. (NYSE: ZTR) (the “Fund”) today announced the commencement of a tender offer (“Tender Offer”) that will begin on January 7, 2025, and expire at 5 p.m. (Eastern) on February 6, 2025 (the “Expiration Date”), which will also be the pricing date, unless the Te

January 7, 2025 EX-99.(A)(5)(III)

NOTICE OF GUARANTEED DELIVERY TENDER OF SHARES OF COMMON STOCK OF VIRTUS TOTAL RETURN FUND INC.

Exhibit (a)(5)(iii) NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF VIRTUS TOTAL RETURN FUND INC.

January 7, 2025 SC TO-I

As filed with the Securities and Exchange Commission January 7, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

As filed with the Securities and Exchange Commission January 7, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 23, 2024 SC TO-C

As filed with the Securities and Exchange Commission December 23, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 193

As filed with the Securities and Exchange Commission December 23, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 14, 2024 SC 13G/A

ZTR / Virtus Global Dividend & Income Fund Inc. / SIT INVESTMENT ASSOCIATES INC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2 *) Virtus Total Return Fund Inc. (ZTR) (Name of Issuer) Common Stock (Title of Class of Securities) 92835W107 (CUSIP Number) June 5, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

July 2, 2024 CORRESP

One Financial Plaza, Hartford, CT 06103 | 800.248.7971 | Virtus.com

One Financial Plaza, Hartford, CT 06103 | 800.248.7971 | Virtus.com July 2, 2024 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Brian Szilagyi Re: Virtus Global Multi-Sector Income Fund (File No. 811-22608) (“VGI”), Virtus Total Return Fund Inc. (File No. 811-05620)(“ZTR”), Virtus Asset Trust (File No. 811-07705)(“VAT”) and Virtus Variable Insurance Trust (Fi

May 7, 2024 EX-99.(A)(5)(V)

Virtus Total Return Fund Inc. Announces Final Results of Tender Offer

News Release Virtus Total Return Fund Inc. Announces Final Results of Tender Offer HARTFORD, CT, May 7, 2024 – Virtus Total Return Fund Inc. (NYSE: ZTR) (“the Fund”) today announced final results of its tender offer (“Tender Offer”) to acquire 10% of its outstanding shares, which expired May 1, 2024 at 5:00 p.m. eastern time. The Fund accepted 6,857,832 shares, representing 10% of its outstanding

May 7, 2024 SC TO-I/A

As filed with the Securities and Exchange Commission May 7, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Virt

As filed with the Securities and Exchange Commission May 7, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 2, 2024 SC TO-I/A

As filed with the Securities and Exchange Commission May 2, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Virt

As filed with the Securities and Exchange Commission May 2, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 2, 2024 EX-99.(A)(5)(IV)

Virtus Total Return Fund Inc. Announces Preliminary Results of Tender Offer

News Release  Virtus Total Return Fund Inc. Announces Preliminary Results of Tender Offer HARTFORD, CT, May 2, 2024 – Virtus Total Return Fund Inc. (NYSE: ZTR) (“the Fund”) today announced preliminary results of its tender offer (“Tender Offer”) to acquire 10% of the Fund’s outstanding shares, which expired on May 1, 2024 at 5 p.m. (Eastern). Approximately 23,600,666.85 shares were tendered, inclu

April 9, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ☒ Def

April 8, 2024 EX-99.(A)(1)(VI)

Virtus Total Return Fund Inc. c/o Virtus Investment Advisers, Inc. One Financial Plaza Hartford, CT 06103

Exhibit (a)(1)(vi) Virtus Total Return Fund Inc. c/o Virtus Investment Advisers, Inc. One Financial Plaza Hartford, CT 06103 Dear Stockholder: At meetings held on January 23, 2024, February 28, 2024 and March 6, 2024, the Board of Directors (the “Board”) of Virtus Total Return Fund Inc. (the “Fund”) considered and voted in favor of a proposal to conduct a tender offer campaign comprised of one unc

April 8, 2024 SC TO-I/A

As filed with the Securities and Exchange Commission April 8, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Vi

As filed with the Securities and Exchange Commission April 8, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 2, 2024 EX-FILING FEES

Calculation of Filing Fee Table Schedule TO-I (Form Type) Virtus Total Return Fund Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Transaction   Valuation   (in millions)   Fee Rate   (per million)   Amount

Exhibit 107 Calculation of Filing Fee Table Schedule TO-I (Form Type) Virtus Total Return Fund Inc.

April 2, 2024 EX-99.(D)(1)

AGREEMENT

Exhibit (d)(1) AGREEMENT This Agreement (the “Agreement”) is made and entered into effective as of the 6th day of March, 2024 by and among Virtus Investment Advisers, Inc.

April 2, 2024 EX-99.(A)(1)(III)

(Toll Free) Pursuant to Virtus Total Return Fund Inc.’s (the “Fund”) Issuer Tender Offer dated April 2, 2024, the Fund has offered to purchase up to 6,857,832.80 shares of its shares of common stock (the “Offer”). The Offer expires at 5:00 p.m. Easte

Exhibit (a)(1)(iii) . + Georgeson 1290 Avenue of the Americas, 9th Floor New York, NY 10104 (866) 356-2847 (Toll Free) Pursuant to Virtus Total Return Fund Inc.’s (the “Fund”) Issuer Tender Offer dated April 2, 2024, the Fund has offered to purchase up to 6,857,832.80 shares of its shares of common stock (the “Offer”). The Offer expires at 5:00 p.m. Eastern Time on May 1, 2024, unless extended (th

April 2, 2024 EX-99.(A)(5)(I)

Virtus Total Return Fund Inc. Announces Tender Offer Program

Exhibit (a)(5)(i) News Release  Virtus Total Return Fund Inc. Announces Tender Offer Program HARTFORD, CT, March 11, 2024 – Virtus Total Return Fund Inc. (NYSE: ZTR) (“the Fund”) today announced that its Board of Directors has approved a series of actions intended to enhance shareholder value, provide shareholders with an additional source of liquidity for their investment, and provide the potenti

April 2, 2024 EX-99.(A)(1)(VI)

Virtus Total Return Fund Inc. c/o Virtus Investment Advisers, Inc. One Financial Plaza Hartford, CT 06103

Exhibit (a)(1)(vi) Virtus Total Return Fund Inc. c/o Virtus Investment Advisers, Inc. One Financial Plaza Hartford, CT 06103 Dear Stockholder: At meetings held on January 23, 2024, February 28, 2024 and March 6, 2024, the Board of Directors (the “Board”) of Virtus Total Return Fund Inc. (the “Fund”) considered and voted in favor of a proposal to conduct a tender offer campaign comprised of one unc

April 2, 2024 EX-99.(A)(5)(II)

Virtus Total Return Fund Inc. Announces Commencement of Tender Offer

Exhibit (a)(5)(ii) News Release Virtus Total Return Fund Inc. Announces Commencement of Tender Offer HARTFORD, CT, April 2, 2024 – Virtus Total Return Fund Inc. (NYSE: ZTR) (“the Fund”) today announced that it has commenced a tender offer (“Tender Offer”) to acquire up to 10% of the Fund’s outstanding shares in exchange for cash at a price equal to 98% of the Fund’s net asset value (NAV) as of the

April 2, 2024 EX-99.(A)(1)(VII)

April 2, 2024

Exhibit (a)(1)(vii) April 2, 2024 Dear Shareholder, Virtus Total Return Fund Inc. recently announced a tender offer for up to 10% of outstanding shares of common stock for cash at a price per share equal to 98% of the Fund’s net asset value per share, as further described in the Fund’s Offer to Purchase dated April 2, 2024 (the “Tender Offer”). Enclosed with this envelope are the materials needed

April 2, 2024 EX-99.(A)(1)(I)

OFFER VIRTUS TOTAL RETURN FUND INC. TO PURCHASE FOR CASH UP TO 10% OF ITS ISSUED AND OUTSTANDING SHARES OF COMMON STOCK AT 98% OF NET ASSET VALUE PER SHARE

Table of Contents Exhibit (a)(1)(i) OFFER BY VIRTUS TOTAL RETURN FUND INC. TO PURCHASE FOR CASH UP TO 10% 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 5:00 P.M. EASTERN TIME ON MAY 1, 2024, UNLESS THE OFFER IS EXTENDED This Issuer Tender Offer Statement and the accompanying Letter of Transmittal (which togeth

April 2, 2024 EX-99.(A)(1)(V)

Offer by VIRTUS TOTAL RETURN FUND INC. To Purchase for Cash up to 10% of the Fund’s Outstanding Shares of Common Stock at 98% Net Asset Value

Exhibit (a)(1)(v) Offer by VIRTUS TOTAL RETURN FUND INC. To Purchase for Cash up to 10% of the Fund’s Outstanding Shares of Common Stock at 98% Net Asset Value THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. EASTERN TIME MAY 1, 2024 THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE FUND’S ISSUER TENDER OFFER

April 2, 2024 EX-99.(A)(1)(II)

(Toll Free) Pursuant to Virtus Total Return Fund Inc.’s (the “Fund”) Issuer Tender Offer dated April 2, 2024, the Fund has offered to purchase up to 6,857,832.80 shares of its shares of common stock (the “Offer”). The Offer expires at 5:00 p.m. Easte

Exhibit (a)(1)(ii) . + Georgeson 1290 Avenue of the Americas, 9th Floor New York, NY 10104 (866) 356-2847 (Toll Free) Pursuant to Virtus Total Return Fund Inc.’s (the “Fund”) Issuer Tender Offer dated April 2, 2024, the Fund has offered to purchase up to 6,857,832.80 shares of its shares of common stock (the “Offer”). The Offer expires at 5:00 p.m. Eastern Time on May 1, 2024, unless extended (the

April 2, 2024 SC TO-I

As filed with the Securities and Exchange Commission April 2, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Vi

As filed with the Securities and Exchange Commission April 2, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 2, 2024 EX-99.(A)(1)(IV)

Offer by VIRTUS TOTAL RETURN FUND INC. To Purchase for Cash up to 10% of the Fund’s Outstanding Shares of Common Stock at 98% Net Asset Value THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. EASTERN TIME MAY 1, 2024 THIS OFFER IS NOT CONDITIO

Exhibit (a)(1)(iv) Offer by VIRTUS TOTAL RETURN FUND INC. To Purchase for Cash up to 10% of the Fund’s Outstanding Shares of Common Stock at 98% Net Asset Value THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. EASTERN TIME MAY 1, 2024 THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE FUND’S ISSUER TENDER OFFER

April 2, 2024 EX-99.(D)(2)

[Signature Page Follows]

Exhibit (d)(2) AGREEMENT This Agreement (the “Agreement”) is made and entered into effective as of the 6th day of March, 2024 by and among Virtus Investment Advisers, Inc.

April 2, 2024 EX-99.(A)(5)(III)

NOTICE OF GUARANTEED DELIVERY TENDER OF SHARES OF COMMON STOCK OF VIRTUS TOTAL RETURN FUND INC.

Exhibit (a)(5)(iii) NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF VIRTUS TOTAL RETURN FUND INC.

March 11, 2024 SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Virtus Total Return Fund Inc. (Name of Subject Company (Issuer)) Virt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Virtus Total Return Fund Inc. (Name of Subject Company (Issuer)) Virtus Total Return Fund Inc. (Name of Filing Persons (Offeror)) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 92835W107 (CUSIP

April 25, 2023 NPORT-EX

Virtus Total Return Fund Inc. SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2023

NPORT-EX 2 VIPX601VIRTUS043023.htm Virtus Total Return Fund Inc. SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2023 ($ reported in thousands) Par Value Value U.S. Government Securities—2.8% U.S. Treasury Bonds 1.875%, 11/15/51(1) $    1,145 $     745 4.000%, 11/15/52     4,725    4,809 U.S. Treasury Notes 2.500%, 4/30/24     1,375    1,334 4.125%, 1/31/25     1,390    1,372 0.625%, 12/31/27    

April 11, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ☒ Def

February 14, 2023 SC 13G

ZTR / Zweig Total Return Fund, Inc. / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G 1 fp0082124-8sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Virtus Total Return Fund Inc. (Name of Issuer) Common (Title of Class of Securities) 92835W107 (CUSIP Number) Marcus Collins

October 27, 2022 NPORT-EX

VIRTUS TOTAL RETURN FUND INC. SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2022

VIRTUS TOTAL RETURN FUND INC. SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2022 ($ reported in thousands) Par Value Value U.S. Government Securities—5.0% U.S. Treasury Bonds 1.875%, 11/15/51(1) $    1,145 $     834 U.S. Treasury Notes 0.125%, 3/31/23(1)       990      972 0.125%, 4/30/23(1)     2,100    2,056 0.125%, 8/31/23(1)     2,270    2,195 2.500%, 4/30/24(1)     6,100    6,003 0.250%, 5/3

August 11, 2022 424B3

VIRTUS TOTAL RETURN FUND INC. 16,500,000 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE RIGHTS TO SUBSCRIBE FOR SUCH SHARES OF COMMON STOCK

TABLE OF CONTENTS VIRTUS TOTAL RETURN FUND INC. PROSPECTUS? 16,500,000 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE RIGHTS TO SUBSCRIBE FOR SUCH SHARES OF COMMON STOCK? Virtus Total Return Fund Inc. (the ?Fund?) is issuing non-transferable rights (?Rights?) to its shareholders of record as of the close of business on August 9, 2022 (the ?Record Date?) entitling the holders of

August 3, 2022 424B3

Subject to Completion, Dated August 3, 2022 VIRTUS TOTAL RETURN FUND INC. 16,500,000 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE RIGHTS TO SUBSCRIBE FOR SUCH SHARES OF COMMON STOCK

424B3 1 tm228106-8424b3.htm 424B3 Subject to Completion, Dated August 3, 2022 VIRTUS TOTAL RETURN FUND INC. PROSPECTUS 16,500,000 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE RIGHTS TO SUBSCRIBE FOR SUCH SHARES OF COMMON STOCK Virtus Total Return Fund Inc. (the “Fund”) is issuing non-transferable rights (“Rights”) to its shareholders of record as of the close of business on Au

August 1, 2022 CORRESP

Securities distributed by VP Distributors, LLC

CORRESP 1 filename1.htm One Financial Plaza, Hartford, CT 06103 | 800.248.7971 | Virtus.com August 1, 2022 Ms. Anu Dubey Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Virtus Total Return Fund Inc. Amended Registration Statement Filed on Form N-2 (File Nos. 333-263245 and 811-05620) Dear Ms. Dubey: Thank you for your additional te

August 1, 2022 POS EX

As filed with the Securities and Exchange Commission on August 1, 2022

POS EX 1 tm228106d6posex.htm POS EX As filed with the Securities and Exchange Commission on August 1, 2022 Investment Company Act File No. 811-05620 Securities Act File No. 333-263245 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-2 x REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ¨ Pre-effective Amendment No. x Post-Effective Amendment No. 1 and/or ¨ REGIS

August 1, 2022 EX-99.(L)

Opinion and Consent of Miles & Stockbridge.*

Exhibit (l) July 29, 2022 Virtus Total Return Fund Inc. 101 Munson Street Greenfield, MA 01301-9683 Ladies and Gentlemen: We have acted as special Maryland counsel to Virtus Total Return Fund Inc., a Maryland corporation (the ?Company?), in connection with the registration under the Securities Act of 1933, as amended (the ?Act?), of certain non-transferable rights (the ?Rights?) to be issued to it

June 17, 2022 CORRESP

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June 17, 2022 VIA EDGAR EDGAR Operations Branch Division of Investment Management Securities and Exchange Commission 100 F Street, N.

June 7, 2022 CORRESP

Virtus Total Return Fund Inc. CIK 0000836412 (File No. 333-263245)

June 7, 2022 VIA EDGAR EDGAR Operations Branch Division of Investment Management Securities and Exchange Commission 100 F Street, N.

April 25, 2022 NPORT-EX

Virtus Total Return Fund Inc. SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2022

Virtus Total Return Fund Inc. SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2022 ($ reported in thousands) Par Value Value U.S. Government Securities—0.7% U.S. Treasury Bond 1.875%, 11/15/51(1) $    1,145 $   1,068 U.S. Treasury Notes 0.250%, 5/31/25(1)       515      492 1.375%, 11/15/31(1)     1,680    1,610 Total U.S. Government Securities (Identified Cost $3,318)    3,170 Municipal Bonds—0.

April 12, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ?

October 26, 2021 NPORT-EX

Virtus Total Return Fund Inc. SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2021

Virtus Total Return Fund Inc. SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2021 ($ reported in thousands) Par Value Value U.S. Government Security—0.1% U.S. Treasury Notes 0.250%, 5/31/25(1) $      485 $     479 Total U.S. Government Security (Identified Cost $484)      479 Municipal Bonds—0.4% California—0.1% University of California, Series B-A, Taxable 4.428%, 5/15/48(1)       290      323 Id

July 13, 2021 CORRESP

Securities distributed by VP Distributors, LLC

One Financial Plaza, Hartford, CT 06103 | 800.248.7971 | Virtus.com July 13, 2021 Securities and Exchange Commission Judiciary Plaza 100 F Street, NE Washington, D.C. 20549 Attention: Ken Ellington and Anu Dubey, Division of Investment Management Re: Virtus Funds Shareholder Reports Dear Mr. Ellington and Ms. Dubey: Thank you for the additional comments of the staff of the U.S. Securities and Exch

June 21, 2021 CORRESP

Securities distributed by VP Distributors, LLC

One Financial Plaza, Hartford, CT 06103 | 800.248.7971 | Virtus.com June 21, 2021 Securities and Exchange Commission Judiciary Plaza 100 F Street, NE Washington, D.C. 20549 Attention: Ken Ellington, Division of Investment Management Re: Virtus Funds Shareholder Reports Dear Mr. Ellington: Thank you for the comments of the staff of the U.S. Securities and Exchange Commission (the ?Staff?) conveyed

April 26, 2021 NPORT-EX

Virtus Total Return Fund Inc. SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2021

Virtus Total Return Fund Inc. SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2021 ($ reported in thousands) Par Value Value U.S. Government Securities—0.5% U.S. Treasury Notes 0.250%, 5/31/25 $485 $478 0.875%, 11/15/30 1,815 1,731 Total U.S. Government Securities (Identified Cost $2,263) 2,209 Municipal Bonds—0.4% California—0.1% University of California, Series B-A, Taxable 4.428%, 5/15/48 290

April 9, 2021 DEF 14A

- VIRTUS TOTAL RETURN FUND INC.

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ?

October 27, 2020 NPORT-EX

Virtus Total Return Fund Inc. SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2020

Virtus Total Return Fund Inc. SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2020 ($ reported in thousands) Par Value Value Municipal Bonds—0.4% California—0.1% University of California, Series B-A, Taxable 4.428%, 5/15/48 $290 $333 Idaho—0.1% Idaho Health Facilities Authority Saint Luke’s Health System Revenue Taxable 5.020%, 3/1/48 355 462 Illinois—0.0% Sales Tax Securitization Corp. Series B, S

April 28, 2020 NPORT-EX

Virtus Total Return Fund Inc. SCHEDULE OF INVESTMENTS (Unaudited) February 29, 2020

Virtus Total Return Fund Inc. SCHEDULE OF INVESTMENTS (Unaudited) February 29, 2020 ($ reported in thousands) Par Value Value U.S. Government Security—0.8% U.S. Treasury Bond 2.875%, 5/15/49 $ 3,075 $3,940 Total U.S. Government Security (Identified Cost $3,835) 3,940 Municipal Bonds—0.7% California—0.5% State of California, Build America Bonds Taxable 7.600%, 11/1/40 1,000 1,767 University of Cali

April 7, 2020 DEF 14A

ZTR / Zweig Total Return Fund, Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ☒ Defi

October 28, 2019 DEFA14A

ZTR / Zweig Total Return Fund, Inc. DEFA14A - - VIRTUS GLOBAL DIVIDEND & INCOME FUND INC.

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

October 28, 2019 NPORT-EX

ZTR / Zweig Total Return Fund, Inc. NPORT-EX - -

HTML VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. SCHEDULE OF INVESTMENTS (Unaudited) AUGUST 31, 2019 ($ reported in thousands) Par Value Value U.S. GOVERNMENT SECURITIES—4.2% U.S. Treasury Bond 3.000%, 8/15/48 $ 7,745 $ 9,514 U.S. Treasury Note 2.250%, 3/31/21 125 126 2.000%, 2/15/25 135 139 2.625%, 2/15/29 950 1,044 TOTAL U.S. GOVERNMENT SECURITIES (Identified Cost $9,062) 10,823 MUNICIPAL BONDS—1.

October 8, 2019 DEFA14A

ZTR / Zweig Total Return Fund, Inc. DEFA14A - - DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

September 6, 2019 DEFA14A

ZTR / Zweig Total Return Fund, Inc. DEFA14A - - VIRTUS GLOBAL DIVIDEND & INCOME FUND INC.

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

August 20, 2019 EX-99.11

Opinion and consent of counsel. Filed herewith.

EX-99.11 3 tv527967ex11.htm OPINION AND CONSENT OF COUNSEL Exhibit 11 250 West 55th Street New York, NY 10019-9601 Telephone: 212.468.8000 Facsimile: 212.468.7900 www.mofo.com morrison foerster llp beijing, berlin, brussels, denver, hong kong, london, los angeles, new york, northern virginia, palo alto, san diego, san francisco, shanghai, singapore, tokyo, washington, d.c. August 16, 2019 Virtus G

August 20, 2019 EX-99.14

Consent of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm. Filed herewith.

Exhibit 14 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of Virtus Global Dividend & Income Fund Inc.

August 20, 2019 N-14 8C/A

ZTR / Zweig Total Return Fund, Inc. N-14 8C/A - - VIRTUS GLOBAL DIVIDEND & INCOME FUND INC.

As filed with the Securities and Exchange Commission on August 20, 2019 File No. 333-232525 File No. 811-05620 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. 2 Post-Effective Amendment No. Virtus Global Dividend & Income Fund Inc. (Exact Name of Registrant as Specified in Charter)

August 20, 2019 EX-99.17(B)

Form of Proxy Card for the Registrant. Filed herewith.

EX-99.17(B) 7 tv527967ex17b.htm FORM OF PROXY CARD FOR THE REGISTRANT Exhibit 17(b) Every Vote is important Easy Voting Options VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return

August 20, 2019 EX-99.12

Tax opinion and consent of Sullivan & Worcester LLP. Filed herewith.

EX-99.12 4 tv527967ex12.htm TAX OPINION AND CONSENT Exhibit 12 August 16, 2019 Virtus Global Dividend & Income Fund Inc. 101 Munson Street Greenfield, Massachusetts 01301 Virtus Total Return Fund Inc. 101 Munson Street Greenfield, Massachusetts 01301 Re: Acquisition of Assets of Virtus Total Return Fund Inc. Ladies and Gentlemen: You have asked for our opinion as to certain Federal income tax cons

August 20, 2019 EX-99.17(A)

Form of Proxy Card for Virtus Total Return Fund Inc. Filed herewith.

Exhibit 17(a) EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.

August 20, 2019 CORRESP

ZTR / Zweig Total Return Fund, Inc. CORRESP - -

Virtus Global Dividend & Income Fund Inc. 101 Munson Street Greenfield, MA 01301-9683 August 20, 2019 Anu Dubey, Esq. U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Virtus Global Dividend & Income Fund Inc. (the “Fund”) Registration Statement on Form N-14 (the “Registration Statement”) File Nos. 333-232525 and 811-05620 Dear Ms

August 16, 2019 EX-99.17(B)

Form of Proxy Card for the Registrant. Filed herewith.

Exhibit 17(b) Every Vote is important Easy Voting Options VOTE ON THE INTERNET Log on to: www.

August 16, 2019 EX-99.14

Consent of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm. Filed herewith.

Exhibit 14 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of Virtus Global Dividend & Income Fund Inc.

August 16, 2019 N-14 8C/A

As filed with the Securities and Exchange Commission on August 16, 2019

As filed with the Securities and Exchange Commission on August 16, 2019 File No. 333-232525 File No. 811-05620 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. 1 Post-Effective Amendment No. Virtus Global Dividend & Income Fund Inc. (Exact Name of Registrant as Specified in Charter)

August 16, 2019 EX-99.17(A)

Form of Proxy Card for Virtus Total Return Fund Inc. Filed herewith.

Exhibit 17(a) EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.

August 16, 2019 CORRESP

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August 16, 2019 VIA EDGAR EDGAR Operations Branch Division of Investment Management Securities and Exchange Commission 100 F Street, N.

August 16, 2019 EX-99.12

Tax opinion and consent of Sullivan & Worcester LLP. Filed herewith.

EX-99.12 4 tv527722ex12.htm TAX OPINION AND CONSENT Exhibit 12 August 16, 2019 Virtus Global Dividend & Income Fund Inc. 101 Munson Street Greenfield, Massachusetts 01301 Virtus Total Return Fund Inc. 101 Munson Street Greenfield, Massachusetts 01301 Re: Acquisition of Assets of Virtus Total Return Fund Inc. Ladies and Gentlemen: You have asked for our opinion as to certain Federal income tax cons

August 16, 2019 EX-99.11

Opinion and consent of counsel. Filed herewith.

Exhibit 11 250 West 55th Street New York, NY 10019-9601 Telephone: 212.468.8000 Facsimile: 212.468.7900 www.mofo.com morrison foerster llp beijing, berlin, brussels, denver, hong kong, london, los angeles, new york, northern virginia, palo alto, san diego, san francisco, shanghai, singapore, tokyo, washington, d.c. August 16, 2019 Virtus Global Dividend & Income Fund Inc. 101 Munson Street Greenfi

July 2, 2019 EX-99.13(G)

Amendment to Sub-Administration Services Agreement, dated June 16, 2017. (Incorporated by reference to Exhibit 13(g). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

Exhibit 13(g) AMENDMENT TO SUB-ADMINISTRATION SERVICES AGREEMENT This Amendment (“Amendment”) is made as of the 16th day of June, 2017, by and between VIRTUS FUND SERVICES, LLC (formerly, VP Distributors, LLC) (“Virtus”) and BNY MELLON INVESTMENT SERVICING (US) INC.

July 2, 2019 EX-99.1(E)

Amendment to Articles of Incorporation dated June 27, 2012. (Incorporated by reference to Exhibit 1(e). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

Exhibit 1(e) ARTICLES OF AMENDMENT OF THE ZWEIG TOTAL RETURN FUND, INC. The Zweig Total Return Fund, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Articles of Amendment and Restatement of the Corporation, as heretofore amended and supplemented (the “Charter”), are hereby further amended to decreas

July 2, 2019 EX-99.1(F)

Amendment to Articles of Incorporation dated September 16, 2016. (Incorporated by reference to Exhibit 1(d). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

Exhibit 1(f) THE ZWEIG TOTAL RETURN FUND, INC. ARTICLES OF AMENDMENT The Zweig Total Return Fund, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Article II of the charter of the Corporation (the “Charter”) is hereby amended to change the name of the Corporation to: Virtus Global Dividend & Income Fund

July 2, 2019 EX-99.17(B)

Form of Proxy Card for the Registrant. Filed herewith.

Exhibit 17(b) Virtus Global Dividend & Income Fund Inc. C123456789 IMPORTANT SPECIAL MEETING INFORMATION 000004 ENDORSEMENTLINESACKPACK MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Electronic Voting Instructions You can vote by Internet or telephone!

July 2, 2019 EX-99.16

Power of Attorney for Philip R. McLoughlin, William R. Moyer, James M. Oates, James B. Rogers, Jr., R. Keith Walton, Brian T. Zino and George R. Aylward. Filed herewith.

EX-99.16 27 tv524567ex16.htm POWER OF ATTORNEY Exhibit 16 POWER OF ATTORNEY Each of the undersigned directors of Virtus Global Dividend & Income Fund Inc., a corporation formed under the laws of the State of Maryland (the “Fund”), hereby constitutes and appoints George R. Aylward, William Renahan and Jennifer S. Fromm or any of them, with full power to act without the other and with full power of

July 2, 2019 EX-99.13(K)

Joinder Agreement to Accounting Services Agreement, dated December 2, 2016. (Incorporated by reference to Exhibit 13(k). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

EX-99.13(K) 22 tv524567ex13k.htm JOINDER AGREEMENT TO ACCOUNTING SERVICES AGREEMENT Exhibit 13(k) EXECUTION JOINDER AGREEMENT AND AMENDMENT TO ACCOUNTING SERVICES AGREEMENT This Joinder Agreement and Amendment dated December 2, 2016 by and among Virtus Total Return Fund, the investment companies listed on Schedule I (each, a “Fund” and together, the “Funds”) and BNY Mellon Investment Servicing (US

July 2, 2019 EX-99.13(D)

Amendment to Sub-Administration Services Agreement, dated September 7, 2016. (Incorporated by reference to Exhibit 13(d). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

Exhibit 13(d) EXECUTION AMENDMENT TO SUB-ADMINISTRATION SERVICES AGREEMENT This Amendment (‘'Amendment”) is made as of the 7th day of September, 2016, by and between VIRTUS FUND SERVICES, LLC (formerly, VP Distributors, LLC) (“Virtus”) and BNY MELLON INVESTMENT SERVICING (US) INC.

July 2, 2019 EX-99.13(A)

Amended and Restated Administration Agreement between Registrant and Virtus Fund Services, LLC, dated September 7, 2016. (Incorporated by reference to Exhibit 13(a). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

Exhibit 13(a) AMENDED AND RESTATED ADMINISTRATION AGREEMENT This Administration Agreement is made effective as of the 7th day of September, 2016, by and between The Zweig Total Return Fund, Inc.

July 2, 2019 EX-99.13(L)

Amendment to Accounting Services Agreement, dated June 16, 2017. (Incorporated by reference to Exhibit 13(l). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

Exhibit 13(l) AMENDMENT TO ACCOUNTING SERVICES AGREEMENT This Amendment (“Amendment”) is made as of the 16th day of June, 2017, by and between each of the registrants set out on Schedule I to the Agreement (as defined below) and that execute this Amendment (each, a “Fund” and collectively, the “Funds”) and BNY Mellon Investment Servicing (US) Inc.

July 2, 2019 EX-99.14

Consent of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm. Filed herewith.

Exhibit 14 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of Virtus Global Dividend & Income Fund Inc.

July 2, 2019 EX-99.9(B)

Joinder Agreement and Amendment to Custody Agreement. (Incorporated by reference to Exhibit 9(b). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

EX-99.9(B) 11 tv524567ex9b.htm JOINDER AGREEMENT AND AMENDMENT TO CUSTODY AGREEMENT Exhibit 9(b) EXECUTION JOINDER AGREEMENT AND AMENDMENT TO CUSTODY AGREEMENT This Joinder Agreement and Amendment (“Amendment”) dated September 5, 2017 and effective the 11th day of September, 2017 is by and between each of Duff & Phelps Select Energy MLP Fund Inc., Virtus Total Return Fund Inc., Virtus Global Divid

July 2, 2019 EX-99.13(B)

Transfer Agent and Service Agreement between Registrant and Computershare Trust Company NA, dated June 1, 2010. (Incorporated by reference to Exhibit 13(b). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

Exhibit 13(b) Transfer Agency and Service Agreement Between each of The Zweig Fund, Inc.

July 2, 2019 EX-99.13(F)

Notice of Assignment of Sub-Administration Services Agreement, dated May 11, 2017. (Incorporated by reference to Exhibit 13(f). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

Exhibit 13(f) BNY Mellon Investment Servicing (US) Inc. 301 Bellevue Parkway Wilmington, DE 19809 May 11, 2017 Amy Hackett Virtus Fund Services, LLC 100 Pearl Street Hartford, CT 06103 Re: Notice of Assignment from BNY Mellon Investment Servicing (US) Inc. to The Bank of New York Mellon Dear Amy, We refer to the Sub-Administration Agreement, dated as of December 9, 2011, (the “Agreement”), between

July 2, 2019 EX-99.13(N)

Amendment to Accounting Services Agreement, dated September 21, 2017. (Incorporated by reference to Exhibit 13(n). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

EX-99.13(N) 25 tv524567ex13n.htm AMENDMENT TO ACCOUNTING SERVICES AGREEMENT Exhibit 13(n) EXECUTION AMENDMENT TO ACCOUNTING SERVICES AGREEMENT This Amendment (“Amendment”) dated September 21, 2017 and effective October 9, 2017 by and between each of the registrants set out on Schedule I to the Agreement, as attached hereto, and that execute this Amendment (as defined below) (each, a “Fund” and col

July 2, 2019 EX-99.6(D)

Subadvisory Agreement between VIA and Rampart Investment Management Company, LLC (“Rampart”) dated October 15, 2018. Filed herewith.

Exhibit 6(d) VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. SUBADVISORY AGREEMENT October 15, 2018 Rampart Investment Management Company, LLC 100 Pearl Street Hartford, Connecticut 06103 RE: Subadvisory Agreement Ladies and Gentlemen: Virtus Global Dividend & Income Fund Inc. (the “Fund”) is a closed-end investment company registered under the Investment Company Act of 1940 (the “Act”), and is subject

July 2, 2019 N-14 8C

As filed with the Securities and Exchange Commission on July 2, 2019

As filed with the Securities and Exchange Commission on July 2, 2019 File No. 333- File No. 811-05620 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. Post-Effective Amendment No. Virtus Global Dividend & Income Fund Inc. (Exact Name of Registrant as Specified in Charter) 101 Munson

July 2, 2019 EX-99.13(J)

Joinder Agreement to Accounting Services Agreement, dated September 7, 2016. (Incorporated by reference to Exhibit 13(j). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

EX-99.13(J) 21 tv524567ex13j.htm JOINDER AGREEMENT TO ACCOUNTING SERVICES AGREEMENT Exhibit 13(j) EXECUTION JOINDER AGREEMENT TO ACCOUNTING SERVICES AGREEMENT This Joinder Agreement dated September 7, 2016 by and among Virtus Total Return Fund, the investment companies listed on Schedule I (each, a “Fund” and together, the “Funds”) and BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”). BACK

July 2, 2019 EX-99.6(B)

Subadvisory Agreement between VIA and Kayne Anderson Rudnick Investment Management, LLC (“Kayne”) dated November 18, 2016. Filed herewith.

EX-99.6(B) 7 tv524567ex6b.htm SUBADVISORY AGREEMENT Exhibit 6(b) VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. SUBADVISORY AGREEMENT November 18, 2016 Kayne Anderson Rudnick Investment Management, LLC 1800 Avenue of the Stars, 2nd Floor Los Angeles, California 90067 RE: Subadvisory Agreement Ladies and Gentlemen: Virtus Global Dividend & Income Fund Inc. (the “Fund”) is a closed-end investment company

July 2, 2019 EX-99.6(A)

Investment Advisory Agreement between Registrant and Virtus Investment Advisers, Inc. (“VIA”), dated November 18, 2016. (Incorporated by reference to Exhibit 6(a). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

EX-99.6(A) 6 tv524567ex6a.htm INVESTMENT ADVISORY AGREEMENT Exhibit 6(a) VIRTUS GLOBAL DIVIDEND & INCOME FUND Inc. INVESTMENT ADVISORY AGREEMENT THIS INVESTMENT ADVISORY AGREEMENT, effective as of the 18th day of November, 2016 (the “Contract Date”) by and between VIRTUS GLOBAL DIVIDEND & INCOME FUND INC., a Maryland Corporation (the “Fund”) and VIRTUS INVESTMENT ADVISERS, INC., a Massachusetts co

July 2, 2019 EX-99.13(M)

Notice of Assignment of Accounting Services Agreement, dated June 16, 2017. (Incorporated by reference to Exhibit 13(m). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

EX-99.13(M) 24 tv524567ex13m.htm NOTICE OF ASSIGNMENT OF ACCOUNTING SERVICES AGREEMENT Exhibit 13(m) BNY Mellon Investment Servicing (US) Inc. 301 Bellevue Parkway Wilmington, DE 19809 June 16, 2017 Amy Hackett Virtus Total Return Fund Inc. Virtus Global Dividend & Income Fund Inc. 100 Pearl Street Hartford, CT 06103 Re: Notice of Assignment from BNY Mellon Investment Servicing (US) Inc. to The Ba

July 2, 2019 EX-99.13(C)

Sub-Administration Services Agreement, dated December 9, 2011. (Incorporated by reference to Exhibit 13(c). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

EX-99.13(C) 14 tv524567ex13c.htm SUB-ADMINISTRATION SERVICES AGREEMENT Exhibit 13(c) EXECUTION COPY SUB-ADMINISTRATION SERVICES AGREEMENT This Sub-Administration Services Agreement (“Agreement”) is made effective as of December 9, 2011 by and between VP DISTRIBUTORS, LLC, a Delaware limited liability company (“VP Distributors”) and BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corpora

July 2, 2019 EX-99.13(I)

Accounting Services Agreement, dated December 9, 2011. (Incorporated by reference to Exhibit 13(i). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

EX-99.13(I) 20 tv524567ex13i.htm ACCOUNTING SERVICES AGREEMENT Exhibit 13(i) ACCOUNTING SERVICES AGREEMENT This Accounting Services Agreement (“Agreement”) is made effective as of December 9, 2011 by and between VIRTUS TOTAL RETURN FUND, a Delaware statutory trust (“Fund”) and BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNY Mellon”). BACKGROUND: A. The Fund is a closed

July 2, 2019 EX-99.9(A)

Custody Agreement between Duff & Phelps Energy MLP Total Return Fund Inc. and The Bank of New York Mellon, dated May 7, 2014. (Incorporated by reference to Exhibit 9(a). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

Exhibit 9(a) EXECUTION COPY CUSTODY AGREEMENT by and between DUFF & PHELPS ENERGY MLP TOTAL RETURN FUND INC.

July 2, 2019 EX-99.6(C)

Subadvisory Agreement between VIA and Newfleet Asset Management, LLC (“Newfleet”) dated November 18, 2016. (Incorporated by reference to Exhibit 6(c). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

EX-99.6(C) 8 tv524567ex6c.htm SUBADVISORY AGREEMENT Exhibit 6(c) VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. SUBADVISORY AGREEMENT November 18, 2016 Newfleet Asset Management, LLC 100 Pearl Street Hartford, Connecticut 06103 RE: Subadvisory Agreement Ladies and Gentlemen: Virtus Global Dividend & Income Fund Inc. (the “Fund”) is a closed-end investment company registered under the Investment Company

July 2, 2019 EX-99.1(D)

Amendment to Articles of Incorporation dated June 26, 2012. (Incorporated by reference to Exhibit 1(d). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

Exhibit 1(d) ARTICLES OF AMENDMENT OF THE ZWEIG TOTAL RETURN FUND, INC. The Zweig Total Return Fund, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that the Corporation’s Charter, as heretofore amended and supplemented is hereby further amended in the manner set forth below. FIRST: The Charter of the Corporation is

July 2, 2019 COVER

July 2, 2019

COVER 48 filename48.htm July 2, 2019 VIA EDGAR EDGAR Operations Branch Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Virtus Global Dividend & Income Fund Inc. - Registration Statement on Form N-14 CIK 0000836412 Ladies and Gentlemen: Pursuant to the Securities Act of 1933, as amended, and the General Rules and Regulations thereunder, e

July 2, 2019 EX-99.17(A)

Form of Proxy Card for Virtus Total Return Fund Inc. Filed herewith.

EX-99.17(A) 28 tv524567ex17a.htm FORM OF PROXY CARD Exhibit 17(a) Virtus Total Return Fund Inc. C123456789 IMPORTANT SPECIAL MEETING INFORMATION 000004 ENDORSEMENTLINESACKPACK MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Electronic Voting Instruction

July 2, 2019 EX-99.13(E)

Amendment to Sub-Administration Services Agreement, dated December 2, 2016. (Incorporated by reference to Exhibit 13(e). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

Exhibit 13(e) EXECUTION AMENDMENT TO SUB-ADMINISTRATION SERVICES AGREEMENT This Amendment (“Amendment”) is made as of the 2nd day of December, 2016, by and between VIRTUS FUND SERVICES, LLC (formerly, VP Distributors, LLC) (“Virtus”) and BNY MELLON INVESTMENT SERVICING (US) INC.

July 2, 2019 EX-99.13(H)

Amendment to Sub-Administration Services Agreement, dated September 21, 2017. (Incorporated by reference to Exhibit 13(h). to Form N-14 8C of the Registrant, filed on July 2, 2019 (File No. 333-232525))

EX-99.13(H) 19 tv524567ex13h.htm AMENDMENT TO SUB-ADMINISTRATION SERVICES AGREEMENT Exhibit 13(h) EXECUTION AMENDMENT TO SUB-ADMINISTRATION SERVICES AGREEMENT This Amendment (“Amendment”) dated September 21, 2017 and effective October 9, 2017, by and between Virtus Fund Services, LLC (“Virtus”) and The Bank of New York Mellon (as assigned from BNY Mellon Investment Servicing (US) Inc. on or about

April 29, 2019 EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

Certification Pursuant to Section 302 Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act I, George R.

April 29, 2019 N-Q

ZTR / Zweig Total Return Fund, Inc. N-Q (Quarterly Schedule of Portfolio Holdings) VIRTUS GLOBAL DIVIDEND & INCOME FUND

VIRTUS GLOBAL DIVIDEND & INCOME FUND UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 16, 2019 DEF 14A

ZTR / Zweig Total Return Fund, Inc. DEF 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

October 30, 2018 EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

Certification Pursuant to Section 302 Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act I, George R.

October 30, 2018 N-Q

ZTR / Zweig Total Return Fund, Inc. VIRTUS GLOBAL DIVIDEND & INCOME FUND (Quarterly Schedule of Portfolio Holdings)

VIRTUS GLOBAL DIVIDEND & INCOME FUND UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 17, 2018 CORRESP

DSE / Duff & Phelps Select Energy MLP Fund Inc. CORRESP

100 Pearl Street, Hartford, CT 06103 800.248.7971 VIRTUS.COM October 11, 2018 Securities and Exchange Commission Judiciary Plaza 100 F Street, NE Washington, D.C. 20549 Attention: Ken Ellington, Division of Investment Management Re: Virtus Funds Shareholder Reports Dear Mr. Ellington: Thank you for your telephonic comments on September 11, 2018, regarding the shareholder reports on Form N-CSR for

May 29, 2018 EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

Certification Pursuant to Section 302 Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act I, George R.

May 29, 2018 N-Q

ZTR / Zweig Total Return Fund, Inc. VIRTUS GLOBAL DIVIDEND & INCOME FUND (Quarterly Schedule of Portfolio Holdings)

N-Q 1 d547325dnq.htm VIRTUS GLOBAL DIVIDEND & INCOME FUND UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05620 Virtus Global Dividend & Income Fund Inc. (Exact name of registrant as specified in charter) 101 Munson Street Greenfield, MA 01301

April 17, 2018 DEF 14A

ZTR / Zweig Total Return Fund, Inc. DEF 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

November 29, 2017 N-Q

Virtus Global Dividend & Income Fund Inc. - VIRTUS GLOBAL DIVIDEND & INCOME FUND

VIRTUS GLOBAL DIVIDEND & INCOME FUND UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 29, 2017 EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

EX-99.CERT 2 d451647dex99cert.htm CERTIFICATION PURSUANT TO SECTION 302 Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act I, George R. Aylward, certify that: 1. I have reviewed this report on Form N-Q of Virtus Global Dividend & Income Fund Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit

June 30, 2017 EX-99.(A)(5)(V)

VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. ANNOUNCES FINAL RESULTS OF TENDER OFFER

Exhibit (a)(5)(v) NEWS RELEASE VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. ANNOUNCES FINAL RESULTS OF TENDER OFFER HARTFORD, CT, June 29, 2017 ? The Virtus Global Dividend & Income Fund Inc. (NYSE: ZTR) announced today that, in accordance with its tender offer for up to 5 percent of its issued and outstanding shares of common stock, which expired at 11:59 p.m., New York time, on June 23, 2017, the f

June 30, 2017 SC TO-I/A

Zweig Total Return Fund SC TO-I/A

As filed with the Securities and Exchange Commission on June 30, 2017 Securities and Exchange Commission Washington, D.

June 26, 2017 EX-99.(A)(5)(IV)

VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER

Exhibit (a)(5)(iv) NEWS RELEASE VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER HARTFORD, CT, June 26, 2017 ? The Virtus Global Dividend & Income Fund Inc. (NYSE: ZTR) announced today that its tender offer for 1,283,635.68 of its issued and outstanding shares of common stock, representing approximately 5 percent of its outstanding shares, expired at 11:59 p.

June 26, 2017 SC TO-I/A

Zweig Total Return Fund SC TO-I/A

As filed with the Securities and Exchange Commission on June 26, 2017 Securities and Exchange Commission Washington, D.

May 26, 2017 EX-99.(A)(1)(II)

EX-99.(A)(1)(II)

Exhibit (a)(1)(ii) Virtus Global Dividend & Income Fund Inc. Geogeson ZTR: (866) 821-0284 (Toll Free) MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 C 1234567890 J N T C 1234567890 J N T Tax ID certification on file: TOTAL SHARES 12345678901234 LETTER OF TRANSMITTAL TO TENDER SHARES OF VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. Pursuant to the Fund?s Issuer Tender Offer Statem

May 26, 2017 EX-99.(A)(5)(III)

VIRTUS GLOBAL DIVIDEND & INCOME FUND INC., VIRTUS TOTAL RETURN FUND INC. COMMENCE TENDER OFFERS

EX-99.(A)(5)(III) 9 t1701559ex99-a5iii.htm TEXT OF PRESS RELEASE DATED AND ISSUED MAY 26, 2017 Exhibit (a)(5)(iii) NEWS RELEASE VIRTUS GLOBAL DIVIDEND & INCOME FUND INC., VIRTUS TOTAL RETURN FUND INC. COMMENCE TENDER OFFERS HARTFORD, CT, May 26, 2017 – The Virtus Global Dividend & Income Fund Inc. (NYSE: ZTR) and The Virtus Total Return Fund Inc. (NYSE: ZF) have each commenced a tender offer to ac

May 26, 2017 EX-99.(A)(1)(V)

Offer by VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. To Purchase for Cash up to 5% of the Fund’s Outstanding Shares of Common Stock at 98% Net Asset Value

t1701559-sctoDIV03-ex-a1v - none - 1.7351735s ? ?Exhibit (a)(1)(v)? Offer by VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. To Purchase for Cash up to 5% of the Fund?s Outstanding Shares of Common Stock at 98% Net Asset Value ? ? THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK TIME, ON JUNE 23, 2017 ? ? THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BU

May 26, 2017 EX-99.(A)(1)(IV)

Offer by VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. To Purchase for Cash up to 5% of the Fund’s Outstanding Shares of Common Stock at 98% Net Asset Value

EX-99.(A)(1)(IV) 5 t1701559ex-a1iv.htm FORM OF LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES  Exhibit (a)(1)(iv) Offer by VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. To Purchase for Cash up to 5% of the Fund’s Outstanding Shares of Common Stock at 98% Net Asset Value THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK TIME, ON JUNE 23, 2017 THIS OFF

May 26, 2017 EX-99.(A)(1)(VI)

Virtus Global Dividend & Income Fund Inc. c/o Virtus Investment Advisers, Inc. 100 Pearl Street Hartford, CT 06103

t1701559-sctoDIV04-ex-a1vi - none - 1.290129s ? ?Exhibit (a)(1)(vi)? Virtus Global Dividend & Income Fund Inc.? c/o Virtus Investment Advisers, Inc. 100 Pearl Street Hartford, CT 06103 Dear Stockholder: At meetings held on March 28, 2016 and April 19, 2016, the Board of Directors (the ?Board?) of Virtus Global Dividend & Income Fund Inc. (then known as The Zweig Total Return Fund, Inc.) (the ?Fund

May 26, 2017 SC TO-I

Zweig Total Return Fund VIRTUS GLOBAL DIVIDEND & INCOME FUND INC.

As filed with the Securities and Exchange Commission on May 26, 2017 Securities and Exchange Commission Washington, D.

May 26, 2017 EX-99.(A)(1)(I)

OFFER VIRTUS GLOBAL DIVIDEND & INCOME 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

t1701559-sctoDIV00-ex-a1i - none - 3.2523252s TABLE OF CONTENTS ?Exhibit (a)(1)(i)? OFFER BY VIRTUS GLOBAL DIVIDEND & INCOME 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

May 26, 2017 EX-99.(A)(1)(III)

NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF VIRTUS GLOBAL DIVIDEND & INCOME FUND INC.

t1701559-sctoDIV01-ex-a1iii - none - 1.8381838s ? ?Exhibit (a)(1)(iii)? NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. This form, or one substantially equivalent hereto, must be used to accept the Offer (as defined below) if a stockholder?s certificates for shares of common stock, par value $0.001 per share (the ?Shares?) of Virtus G

May 26, 2017 EX-99.(D)

[Signature Page Follows]

Exhibit (d) AGREEMENT This Agreement (the ?Agreement?) is made and entered into effective as of the 5th day of April, 2016 by and among Zweig Advisers, LLC (?Zweig?), a Delaware limited liability company having its principal places of business at 1540 Broadway, 16th Floor, New York, NY 10036, and Karpus Management, Inc.

May 26, 2017 EX-99.(A)(5)(II)

Dear Shareholder,

Exhibit (a)(5)(ii) Dear Shareholder, Virtus Global Dividend & Income Fund Inc. (formerly, The Zweig Total Return Fund, Inc.) recently announced a tender offer for up to 5% of its issued and outstanding shares of common stock for cash at a price per share equal to 98% of the net asset value per share, as further described in the Fund?s Offer to Purchase dated May 26, 2017 (the ?Tender Offer?). Encl

May 26, 2017 N-Q

Virtus Global Dividend & Income Fund Inc. - VIRTUS GLOBAL DIVIDEND & INCOME FUND

VIRTUS GLOBAL DIVIDEND & INCOME FUND UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 26, 2017 EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

Certification Pursuant to Section 302 Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act I, George R.

April 28, 2017 DEF 14A

Zweig Total Return Fund DEF 14A

t1701125-def14a - none - 2.9082908s ? United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as

March 20, 2017 SC TO-C

Zweig Total Return Fund SCHEDULE TO-C

SC TO-C 1 t1700779sctoc.htm SCHEDULE TO-C As filed with the Securities and Exchange Commission on March 20, 2017 Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Virtus Global Dividend & Income Fund Inc. (Name of Subject Company [Issuer]) Virtus Global Dividend & Income Fund Inc. (

January 3, 2017 EX-99.(A)(5)(V)

VIRTUS GLOBAL DIVIDEND & INCOME FUND ANNOUNCES FINAL RESULTS OF TENDER OFFER

Exhibit (a)(5)(v) FOR IMMEDIATE RELEASE For Further Information: Shareholder Services (866) 270-7788 closedendfunds@virtus.

January 3, 2017 SC TO-I/A

Zweig Total Return Fund VIRTUS GLOBAL DIVIDEND & INCOME FUND INC.

As filed with the Securities and Exchange Commission on January 3, 2017 Securities and Exchange Commission Washington, D.

December 27, 2016 EX-99.(A)(5)(IV)

VIRTUS GLOBAL DIVIDEND & INCOME FUND ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER

Exhibit (a)(5)(iv) FOR IMMEDIATE RELEASE For Further Information: Shareholder Services (866) 270-7788 closedendfunds@virtus.

December 27, 2016 SC TO-I/A

Zweig Total Return Fund VIRTUS GLOBAL DIVIDEND & INCOME FUND INC.

As filed with the Securities and Exchange Commission on December 27, 2016 Securities and Exchange Commission Washington, D.

November 29, 2016 N-Q

Zweig Total Return Fund VIRTUS GLOBAL DIVIDEND & INCOME FUND (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05620 Virtus Global Dividend & Income Fund (fka, Zweig Total Return Fund, Inc.) (Exact name of registrant as specified in charter) 101 Munson Street Greenfield, MA 01301-9683 (Address of principa

November 29, 2016 EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

EX-99.CERT 2 d252500dex99cert.htm CERTIFICATION PURSUANT TO SECTION 302 Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act I, George R. Aylward, certify that: 1. I have reviewed this report on Form N-Q of Virtus Global Dividend & Income Fund (fka, Zweig Total Return Fund, Inc.); 2. Based on my knowledge, this report does not contain any untrue stat

November 25, 2016 EX-99.(A)(1)(II)

MRASAMPLE DESIGNATION {IF ANY) ADD 1ADD2ADD3ADD4ADDS ADD6c 1234567890JNT Tax ID certification on file: Cetified Y/NTOTAL SHARES 12345678901234LETTER OF TRANSMmAL TO TENDER SHARES OF VIRTUS GLOBAL DMDEND & INCOME FUND INC.(FKA: THE ZWEIG TOTAL RETURN

EX-99.(A)(1)(II) 3 t1602764ex-a1ii.htm FORM OF LETTER OF TRANSMITTAL Exhibit (a)(1)(ii) MRASAMPLE DESIGNATION {IF ANY) ADD 1ADD2ADD3ADD4ADDS ADD6c 1234567890JNT Tax ID certification on file: Cetified Y/NTOTAL SHARES 12345678901234LETTER OF TRANSMmAL TO TENDER SHARES OF VIRTUS GLOBAL DMDEND & INCOME FUND INC.(FKA: THE ZWEIG TOTAL RETURN FUND,INC.)Pursuant to the Fund's Issuer Tender Offer Statement

November 25, 2016 EX-99.(D)

[Signature Page Follows]

EX-99.(D) 10 t1602764ex-d.htm AGREEMENT BETWEEN KARPUS INVESTMENT MANAGEMENT & ZWEIG ADVISERS, LLC Exhibit (d) AGREEMENT This Agreement (the “Agreement”) is made and entered into effective as of the 5th day of April, 2016 by and among Zweig Advisers, LLC (“Zweig”), a Delaware limited liability company having its principal places of business at 1540 Broadway, 16th Floor, New York, NY 10036, and Kar

November 25, 2016 EX-99.(A)(5)(II)

Dear Shareholder,

t1602764-sctoDIV08-ex-a5ii - none - 1.0141014s ? Exhibit (a)(5)(ii)? Dear Shareholder, Virtus Global Dividend & Income Fund Inc. (formerly, The Zweig Total Return Fund, Inc.) recently announced a tender offer for up to 5% of its issued and outstanding shares of common stock for cash at a price per share equal to 98% of the net asset value per share, as further described in the Fund?s Offer to Purc

November 25, 2016 EX-99.(A)(1)(I)

OFFER BY Virtus Global Dividend & Income 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

EX-99.(A)(1)(I) 2 t1602764ex-a1i.htm ISSUER TENDER OFFER STATEMENT TABLE OF CONTENTS Exhibit (a)(1)(i) OFFER BY Virtus Global Dividend & Income 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 DECEMBER 23, 2016, UNLESS THE OFFER IS EXTENDED Thi

November 25, 2016 EX-99.9(A)(1)(IV)

Offer by Virtus Global Dividend & Income Fund Inc. To Purchase for Cash up to 5% of the Fund’s Outstanding Shares of Common Stock at 98% Net Asset Value

t1602764-sctoDIV05-ex-a1iv - none - 1.2771277s ? Exhibit (a)(1)(iv)? Offer by Virtus Global Dividend & Income Fund Inc. To Purchase for Cash up to 5% of the Fund?s Outstanding Shares of Common Stock at 98% Net Asset Value ? ? THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK TIME, ON DECEMBER 23, 2016 ? ? THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERE

November 25, 2016 SC TO-I

Zweig Total Return Fund VIRTUS GLOBAL DIVIDEND & INCOME FUND INC.

As filed with the Securities and Exchange Commission on November 25, 2016 Securities and Exchange Commission Washington, D.

November 25, 2016 EX-99.(A)(1)(III)

NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF Virtus Global Dividend & Income Fund Inc.

t1602764-sctoDIV04-ex-a1iii - none - 1.430143s ? Exhibit (a)(1)(iii)? NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF Virtus Global Dividend & Income Fund Inc. This form, or one substantially equivalent hereto, must be used to accept the Offer (as defined below) if a stockholder?s certificates for shares of common stock, par value $0.004 per share (the ?Shares?) of Virtus Glo

November 25, 2016 EX-99.(A)(1)(V)

Offer by Virtus Global Dividend & Income Fund Inc. To Purchase for Cash up to 5% of the Fund’s Outstanding Shares of Common Stock at 98% Net Asset Value

t1602764-sctoDIV06-ex-a1v - none - 1.3061306s ? Exhibit (a)(1)(v)? Offer by Virtus Global Dividend & Income Fund Inc. To Purchase for Cash up to 5% of the Fund?s Outstanding Shares of Common Stock at 98% Net Asset Value ? ? THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK TIME, ON DECEMBER 23, 2016 ? ? THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED,

November 25, 2016 EX-99.(A)(5)(III)

VIRTUS GLOBAL DIVIDEND & INCOME FUND, ZWEIG FUND COMMENCE TENDER OFFERS

t1602764-sctoDIV09-ex-a5iii - none - 1.3721372s ? Exhibit (a)(5)(iii)? NEWS RELEASE VIRTUS GLOBAL DIVIDEND & INCOME FUND, ZWEIG FUND COMMENCE TENDER OFFERS HARTFORD, CT, November 25, 2016???The Virtus Global Dividend & Income Fund Inc. (NYSE: ZTR) and The Zweig Fund (NYSE: ZF) have each commenced a tender offer to acquire for cash up to 5 percent of its outstanding shares at a price equal to 98 pe

November 25, 2016 EX-99.(A)(1)(VI)

Virtus Global Dividend & Income Fund Inc. c/o Virtus Investment Advisers, Inc. 100 Pearl Street Hartford, CT 06103

t1602764-sctoDIV07-ex-a1vi - none - 1.1511151s ? Exhibit (a)(1)(vi)? Virtus Global Dividend & Income Fund Inc.? c/o Virtus Investment Advisers, Inc. 100 Pearl Street Hartford, CT 06103 Dear Stockholder: At meetings held on March 28, 2016 and April 19, 2016, the Board of Directors (the ?Board?) of Virtus Global Dividend & Income Fund Inc. (then known as The Zweig Total Return Fund, Inc.) (the ?Fund

November 21, 2016 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Kevin J.

October 31, 2016 DEFA14A

Zweig Total Return Fund ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

October 17, 2016 DEF 14A

Zweig Total Return Fund DEFINITIVE PROXY STATEMENT

DEF 14A 1 t1602381-def14a.htm DEFINITIVE PROXY STATEMENT United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the C

October 17, 2016 CORRESP

Zweig Total Return Fund ESP

VIRTUS GLOBAL DIVIDEND & INCOME Fund Inc. 101 Munson Street, Greenfield Massachusetts 01301-9683 October 17, 2016 Securities and Exchange Commission Judiciary Plaza 100 F Street, NE Washington, D.C. 20549 Attention: Anu Dubey, Division of Investment Management Re: Virtus Global Dividend & Income Fund Inc. File No. 811-05620 / CIK 0000836412 Preliminary Proxy Statement Dear Ms. Dubey: Thank you for

October 11, 2016 SC 13G

ZTR / Zweig Total Return Fund, Inc. / Karpus Management, Inc. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13 G Under the Securities Exchange Act of 1934 Zweig Total Return Fund (ZTR) (Name of Issuer) Common (Title of Class of Securities) 92835W107 (CUSIP Number) September 30, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file

September 29, 2016 COVER

VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. 101 Munson Street Greenfield, Massachusetts 01301

VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. 101 Munson Street Greenfield, Massachusetts 01301 September 29, 2016 VIA EDGAR EDGAR Operations Branch Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Virtus Global Dividend & Income Fund Inc. (formerly known as, The Zweig Total Return Fund, Inc.) CIK 0000836412 (File No. 811-05620) Ladies and Ge

September 29, 2016 PRE 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

September 9, 2016 SC 13D/A

XZTRX / Zweig Total Return Fund Inc. / Karpus Management, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 11) 1 Zweig Total Return Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 989837208 (CUSIP Number) Daniel Lippincott, Senior Tax-Sen

August 22, 2016 SC TO-C

Zweig Total Return Fund THE ZWEIG TOTAL RETURN FUND, INC.

As filed with the Securities and Exchange Commission on August 22, 2016 Securities and Exchange Commission Washington, D.

August 22, 2016 SC TO-C

Zweig Total Return Fund THE ZWEIG TOTAL RETURN FUND, INC.

As filed with the Securities and Exchange Commission on August 22, 2016 Securities and Exchange Commission Washington, D.

June 14, 2016 SC 13D/A

XZTRX / Zweig Total Return Fund Inc. / Karpus Management, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 10) 1 Zweig Total Return Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 989837208 (CUSIP Number) Daniel Lippincott, Senior Tax-Sen

June 3, 2016 SC TO-I/A

Zweig Total Return Fund ZWEIG TOTAL RETURN FUND

As filed with the Securities and Exchange Commission on June 3, 2016 Securities and Exchange Commission Washington, D.

June 3, 2016 EX-99.(A)(5)(VI)

ZWEIG TOTAL RETURN FUND ANNOUNCES FINAL RESULTS OF TENDER OFFER

Exhibit 99.(a)(5)(vi) FOR IMMEDIATE RELEASE For Further Information: Zweig Funds Shareholder Services (800) 272-2700 [email protected] ZWEIG TOTAL RETURN FUND ANNOUNCES FINAL RESULTS OF TENDER OFFER NEW YORK, June 3, 2016 ? The Zweig Total Return Fund, Inc. (NYSE: ZTR) (the ?Fund?) announced today that, in accordance with its tender offer for up to 15 percent of its issued and outstanding shares of

May 31, 2016 N-Q

Zweig Total Return Fund ZWEIG TOTAL RETURN FUND INC (Quarterly Schedule of Portfolio Holdings)

ZWEIG TOTAL RETURN FUND INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 31, 2016 EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

Certification Pursuant to Section 302 Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act I, George R.

May 27, 2016 SC TO-I/A

Zweig Total Return Fund ZWEIG TOTAL RETURN FUND

As filed with the Securities and Exchange Commission on May 27, 2016 Securities and Exchange Commission Washington, D.

May 27, 2016 EX-99.(A)(5)(V)

ZWEIG TOTAL RETURN FUND ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER

Exhibit 99.(a)(5)(v) FOR IMMEDIATE RELEASE For Further Information: Zweig Funds Shareholder Services (800) 272-2700 [email protected] ZWEIG TOTAL RETURN FUND ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER NEW YORK, May 27, 2016 ? The Zweig Total Return Fund, Inc. (NYSE: ZTR) (the ?Fund?) announced today that the Fund?s tender offer for 4,768,925.10 of its issued and outstanding shares of common stoc

April 29, 2016 SC TO-I

Zweig Total Return Fund ZWEIG TOTAL RETURN FUND, INC.

As filed with the Securities and Exchange Commission on April 29, 2016 Securities and Exchange Commission Washington, D.

April 29, 2016 EX-99.(A)(1)(IV)

Offer by THE ZWEIG TOTAL RETURN FUND, INC. To Purchase for Cash up to 15% of the Fund’s Outstanding Shares of Common Stock at 98% Net Asset Value

t1601043-sctoDIV04-ex-a1iv - none - 1.2671267s ? Exhibit (a)(1)(iv)? Offer by THE ZWEIG TOTAL RETURN FUND, INC. To Purchase for Cash up to 15% of the Fund?s Outstanding Shares of Common Stock at 98% Net Asset Value ? ? THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK TIME, ON MAY 26, 2016 ? ? THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BUT IS SU

April 29, 2016 EX-99.(A)(1)(VI)

The Zweig Total Return Fund, Inc. c/o Zweig Advisers, LLC 1540 Broadway, 16th Floor New York, NY 10036

EX-99.(A)(1)(VI) 8 t1601043ex-a1vi.htm FORM OF LETTER TO STOCKHOLDERS Exhibit (a)(1)(vi) The Zweig Total Return Fund, Inc. c/o Zweig Advisers, LLC 1540 Broadway, 16th Floor New York, NY 10036 Dear Stockholder: At meetings held on March 28, 2016 and April 19, 2016, the Board of Directors (the “Board”) of The Zweig Total Return Fund, Inc. (the “Fund”) voted in favor of a proposal to conduct a tender

April 29, 2016 EX-99.(D)

[Signature Page Follows]

EX-99.(D) 11 t1601043ex-d.htm AGREEMENT BETWEEN KARPUS INVESTMENT MANAGEMENT & ZWEIG ADVISERS, LLC Exhibit 99.(d) AGREEMENT This Agreement (the “Agreement”) is made and entered into effective as of the 5th day of April, 2016 by and among Zweig Advisers, LLC (“Zweig”), a Delaware limited liability company having its principal places of business at 1540 Broadway, 16th Floor, New York, NY 10036, and

April 29, 2016 EX-99.(A)(5)(IV)

ZWEIG FUND AND ZWEIG TOTAL RETURN FUND ANNOUNCE Commencement of TENDER OFFERS

Exhibit (a)(5)(iv) FOR IMMEDIATE RELEASE For Further Information: Zweig Funds Shareholder Services (800) 272-2700 zweig@virtus.

April 29, 2016 EX-99.(A)(1)(I)

OFFER BY The Zweig Total Return Fund, Inc. to purchase for cash UP TO 15% OF ITS ISSUED AND OUTSTANDING SHARES OF COMMON STOCK AT 98% OF NET ASSET VALUE PER SHARE

t1601043-sctoDIV02-ex-a1i - none - 3.0593059s TABLE OF CONTENTS Exhibit (a)(1)(i)? OFFER BY The Zweig Total Return Fund, Inc. to purchase for cash UP TO 15% 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 MAY 26, 2016, UNLESS THE OFFER IS EXTENDED ? ? This Issuer Tender Offer St

April 29, 2016 EX-99.(A)(1)(V)

Offer by THE ZWEIG TOTAL RETURN FUND, INC. To Purchase for Cash up to 15% of the Fund’s Outstanding Shares of Common Stock at 98% Net Asset Value

t1601043-sctoDIV05-ex-a1v - none - 2.3612361s ? Exhibit (a)(1)(v)? Offer by THE ZWEIG TOTAL RETURN FUND, INC. To Purchase for Cash up to 15% of the Fund?s Outstanding Shares of Common Stock at 98% Net Asset Value ? ? THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK TIME, ON MAY 26, 2016 ? ? THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BUT IS SUBJ

April 29, 2016 EX-99.(A)(5)(III)

Dear Shareholder,

EX-99.(A)(5)(III) 9 t1601043ex-a5iii.htm TEXT OF SHAREHOLDER LETTER DATED AND ISSUED ON APRIL 29, 2016 Exhibit (a)(5)(iii) Dear Shareholder, The Zweig Total Return Fund, Inc. recently announced a tender offer for up to 15% of its issued and outstanding shares of common stock for cash at a price per share equal to 98% of the net asset value per share, as further described in the Fund’s Offer to Pur

April 29, 2016 EX-99.(A)(1)(II)

ZTR: (888) 497-9677 (Toll Free) MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 C 1234567890 JNT Tax ID certification on file: <Certified Y/N>

Exhibit 99.(a)(1)(ii) Georgeson ZTR: (888) 497-9677 (Toll Free) MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 C 1234567890 JNT Tax ID certification on file: total shares 12345678901234 LETTER OF TRANSMITTAL TO TENDER SHARES OF THE ZWEIG TOTAL RETURN FUND, INC. Pursuant to the Fund?s Issuer Tender Offer Statement dated April 29, 2016, The Zweig Total Return Fund, Inc. has off

April 29, 2016 EX-99.(A)(1)(III)

NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF THE ZWEIG TOTAL RETURN FUND, INC.

t1601043-sctoDIV03-ex-a1iii - none - 2.4682468s ? Exhibit (a)(1)(iii)? NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF THE ZWEIG TOTAL RETURN FUND, INC. This form, or one substantially equivalent hereto, must be used to accept the Offer (as defined below) if a stockholder?s certificates for shares of common stock, par value $0.001 per share (the ?Shares?) of The Zweig Total R

April 20, 2016 DEF 14A

Zweig Total Return Fund THE ZWEIG TOTAL RETURN FUND, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

April 19, 2016 SC TO-C

Zweig Total Return Fund ZWEIG TOTAL RETURN FUND INC.

As filed with the Securities and Exchange Commission on April 20, 2016 Securities and Exchange Commission Washington, D.

April 6, 2016 SC 13D/A

ZTR / Zweig Total Return Fund, Inc. / Karpus Management, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 9)1 The Zweig Total Return Fund (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 989837 20 8 (CUSIP Number) Daniel L

April 5, 2016 SC TO-C

Zweig Total Return Fund ZWEIG TOTAL RETURN FUND, INC.

As filed with the Securities and Exchange Commission on April 5, 2016 Securities and Exchange Commission Washington, D.

February 16, 2016 EX-99.1

JOINT FILING AND SOLICITATION AGREEMENT

Exhibit 99.1 JOINT FILING AND SOLICITATION AGREEMENT WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of The Zweig Total Return Fund, Inc., a Maryland corporation (the “Company”); WHEREAS, Karpus Investment Management Defined Benefit Plan, Karpus Management, Inc., George W. Karpus (collectively, “Karpus”), Glen T. Insley and Arthur Charles Regan wish to form a group for

February 16, 2016 SC 13D/A

ZTR / Zweig Total Return Fund, Inc. / Karpus Management, Inc. - AMENDMENT NO. 8 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 8)1 Zweig Total Return Fund Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 989837 20 8 (CUSIP Number) Daniel

December 29, 2015 SC 13D/A

XZTRX / Zweig Total Return Fund Inc. / Karpus Management, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 7)1 The Zweig Total Return Fund, Inc. (ZTR) (Name of Issuer) Common Stock (Title of Class of Securities) 989837208 (CUSIP Number) Daniel Lippincott, Senior

December 14, 2015 SC 13D/A

XZTRX / Zweig Total Return Fund Inc. / Karpus Management, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 6) Under the Securities Exchange Act of 1934 Zweig 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

November 27, 2015 EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

EX-99.CERT 2 d23992dex99cert.htm CERTIFICATION PURSUANT TO SECTION 302 Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act I, George R. Aylward, certify that: 1. I have reviewed this report on Form N-Q of The Zweig Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state

November 27, 2015 N-Q

Zweig Total Return Fund ZWEIG TOTAL RETURN FUND INC (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05620 The Zweig Total Return Fund, Inc. (Exact name of registrant as specified in charter) 101 Munson Street Greenfield, MA 01301-9683 (Address of principal executive offices) (Zip code) William

November 25, 2015 SC 13D/A

XZTRX / Zweig Total Return Fund Inc. / Karpus Management, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 5) Under the Securities Exchange Act of 1934 Zweig 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

November 10, 2015 SC 13D/A

XZTRX / Zweig Total Return Fund Inc. / Karpus Management, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 4) Under the Securities Exchange Act of 1934 Zweig 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

May 29, 2015 EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

Certification Pursuant to Section 302 Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act I, George R.

May 29, 2015 N-Q

Zweig Total Return Fund ZWEIG TOTAL RETURN FUND INC (Quarterly Schedule of Portfolio Holdings)

ZWEIG TOTAL RETURN FUND INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 23, 2015 DEF 14A

Zweig Total Return Fund THE ZWEIG TOTAL RETURN FUND, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

January 9, 2015 SC 13D/A

XZTRX / Zweig Total Return Fund Inc. / Karpus Management, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3) Under the Securities Exchange Act of 1934 Zweig 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

November 26, 2014 EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

Certification Pursuant to Section 302 Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act I, George R.

November 26, 2014 N-Q

Virtus Global Dividend & Income Fund Inc. - ZWEIG TOTAL RETURN FUND INC

ZWEIG TOTAL RETURN FUND INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 10, 2014 SC 13D/A

XZTRX / Zweig Total Return Fund Inc. / Karpus Management, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2) Under the Securities Exchange Act of 1934 Zweig 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

May 30, 2014 EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

Certification Pursuant to Section 302 Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act I, George R.

May 30, 2014 N-Q

Quarterly Schedule of Portfolio Holdings - ZWEIG TOTAL RETURN FUND INC

ZWEIG TOTAL RETURN FUND INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 8, 2014 DEF 14A

- THE ZWEIG TOTAL RETURN FUND, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

November 29, 2013 EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

EX-99.CERT 2 d599735dex99cert.htm CERTIFICATION PURSUANT TO SECTION 302 Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act I, George R. Aylward, certify that: 1. I have reviewed this report on Form N-Q of The Zweig Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to stat

November 29, 2013 N-Q

Quarterly Schedule of Portfolio Holdings - ZWEIG TOTAL RETURN FUND INC

ZWEIG TOTAL RETURN FUND INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 8, 2013 SC 13D/A

XZTRX / Zweig Total Return Fund Inc. / Karpus Management, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Zweig 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

June 4, 2013 SC 13D

XZTRX / Zweig Total Return Fund Inc. / Karpus Management, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Zweig Total Return Fund (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, Add

May 30, 2013 EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

Certification Pursuant to Section 302 Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act I, George R.

May 30, 2013 N-Q

Quarterly Schedule of Portfolio Holdings - ZWEIG TOTAL RETURN FUND INC

ZWEIG TOTAL RETURN FUND INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 4, 2013 DEF 14A

- THE ZWEIG TOTAL RETURN FUND, INC.

The Zweig Total Return Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as perm

November 29, 2012 N-Q

Quarterly Schedule of Portfolio Holdings - ZWEIG TOTAL RETURN FUND INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05620 The Zweig Total Return Fund, Inc. (Exact name of registrant as specified in charter) 100 Pearl Street Hartford, CT 06103-4506 (Address of principal executive offices) (Zip code) Kevin J. Ca

November 29, 2012 EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

Certification Pursuant to Section 302 Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act I, George R.

October 5, 2012 CORRESP

-

The Zweig Fund Inc & The Zweig Total Return Fund, Inc. The Zweig Fund, Inc. The Zweig Total Return Fund, Inc. 101 Munson Street Greenfield, MA 01301-9683 October 5, 2012 United States Securities and Exchange Commission Attn: Jeff Long 100 F Street, NE Washington, D.C. 20549 Re: The Zweig Fund, Inc. Investment Company Act File No. 811-04739 The Zweig Total Return Fund, Inc. Investment Company Act F

May 30, 2012 N-Q

Quarterly Schedule of Portfolio Holdings - THE ZWEIG TOTAL RETURN FUND, INC.

The Zweig Total Return Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05620 The Zweig Total Return Fund, Inc. (Exact name of registrant as specified in charter) 101 Munson Street Greenfield, MA 01301-9683 Kevin J. Carr, Esq. Vice P

May 30, 2012 EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

Certification Pursuant to Rule 302 Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act I, George R.

May 11, 2012 DEFA14A

- ZWEIG TOTAL RETURN FUND, INC.

Zweig Total Return Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitte

March 29, 2012 DEF 14A

- THE ZWEIG TOTAL RETURN FUND, INC.

The Zweig Total Return Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as perm

March 29, 2012 DEFA14A

- ZWEIG TOTAL RETURN FUND, INC.

Zweig Total Return Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitte

March 29, 2012 CORRESP

-

Zweig Comment & Response Letter 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

March 14, 2012 COVER

-

SEC Cover Letter 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

March 14, 2012 PRE 14A

- THE ZWEIG TOTAL RETURN FUND, INC.

The Zweig Total Return Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as perm

April 7, 2011 DEF 14A

The Zweig Fund, Inc. The Zweig Total Return Fund, Inc. 900 Third Avenue, New York, New York 10022 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS MAY 10, 2011

The Zweig Total Return Fund, Inc. The Zweig Fund, Inc. The Zweig Total Return Fund, Inc. 900 Third Avenue, New York, New York 10022 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS MAY 10, 2011 TO THE SHAREHOLDERS: This Joint Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Boards of Directors of The Zweig Fund, Inc., a Maryland corporation (“ZF”), and The Zweig

November 4, 2010 CORRESP

-

The Zweig Total Return Fund Inc New York, NY 10022-2585 212.940.8800 tel 212.940.8776 fax Daren R. Domina [email protected] 212.940.6517 direct 212.894.5517 fax November 4, 2010 Brion R. Thompson Senior Counsel Division of Investment Management U. S. Securities and Exchange Commission Washington, D.C. 20549 Re: The Zweig Total Return Fund, Inc. File Nos. 333-169516 and 811-05620 Dear Mr.

May 11, 2010 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

THE ZWEIG TOTAL RETURN FUND, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Pre

April 27, 2010 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

Zweig Total Return Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Prelimi

April 1, 2010 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide

March 31, 2010 CORRESP

NEW YORK CHARLOTTE CHICAGO IRVING LONDON LOS ANGELES PALO ALTO WASHINGTON, DC WWW.KATTENLAW.COM LONDON AFFILIATE: KATTEN MUCHIN ROSENMAN CORNISH LLP A limited liability partnership including professional corporations

The Zweig Total Return Fund, Inc. 575 Madison Avenue New York, NY 10022-2585 212.940.8800 tel 212.940.8776 fax Daren R. Domina [email protected] 212.940.6517 direct 212.894.5517 fax March 31, 2010 VIA EDGAR U.S. Securities and Exchange Commission Division of Investment Management 450 Fifth Street, N.W. Washington, D.C. 20549 Attn: Mr. Brion Thompson, Senior Counsel Mr. John Yoder, Senior

March 30, 2010 CORRESP

NEW YORK CHARLOTTE CHICAGO IRVING LONDON LOS ANGELES PALO ALTO WASHINGTON, DC WWW.KATTENLAW.COM LONDON AFFILIATE: KATTEN MUCHIN ROSENMAN CORNISH LLP A limited liability partnership including professional corporations

575 Madison Avenue New York, NY 10022-2585 212.940.8800 tel 212.940.8776 fax Daren R. Domina [email protected] 212.940.6517 direct 212.894.5517 fax March 30, 2010 VIA EDGAR U.S. Securities and Exchange Commission Division of Investment Management 450 Fifth Street, N.W. Washington, D.C. 20549 Attn: Mr. John Yoder, Senior Counsel Re: The Zweig Fund Inc.—SEC File No. 811-04739 The Zweig Tota

March 26, 2010 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

The Zweig Total Return Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Pr

March 19, 2010 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confide

March 19, 2010 CORRESP

NEW YORK CHARLOTTE CHICAGO IRVING LONDON LOS ANGELES PALO ALTO WASHINGTON, DC WWW.KATTENLAW.COM

575 Madison Avenue New York, NY 10022-2585 212.940.8800 tel 212.940.8776 fax DAREN R. DOMINA [email protected] 212.940.6517 direct 212.894.5517 fax March 19, 2010 VIA EDGAR Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Preliminary Joint Proxy Statement of The Zweig Fund Inc. and The Zweig Total Return Fund, Inc., SEC File Nos. 811-047

August 28, 2009 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 14, 2009 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confide

August 14, 2009 CORRESP

NEW YORK CHARLOTTE CHICAGO IRVING LONDON LOS ANGELES PALO ALTO WASHINGTON, DC WWW.KATTENLAW.COM LONDON AFFILIATE: KATTEN MUCHIN ROSENMAN CORNISH LLP A limited liability partnership including professional corporations

S.E.C. Correspondence Letter 575 Madison Avenue New York, NY 10022-2585 212.940.8800 tel 212.940.8776 fax DAREN R. DOMINA [email protected] 212.940.6517 direct 212.894.5517 fax August 14, 2009 VIA EDGAR Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Preliminary Proxy Statement of The Zweig Total Return Fund, Inc., SEC File No. 811-0562

July 22, 2009 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

Zweig Total Return Fund Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Prelimin

February 25, 2009 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

Zweig Total Return UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 13, 2009 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confide

February 13, 2009 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

Zweig Total Return Fund Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

January 28, 2008 AW

THE ZWEIG TOTAL RETURN FUND, INC. 900 Third Avenue New York, New York 10022 (212) 451-1100

AW THE ZWEIG TOTAL RETURN FUND, INC. 900 Third Avenue New York, New York 10022 (212) 451-1100 VIA EDGAR January 25, 2008 United States Securities and Exchange Commission Division of Investment Management Washington, DC 20549 Re: The Zweig Total Return Fund, Inc. Application for Withdrawal of Post-Effective Amendment No. 1 (Accession No. 0000950123-07-016174) to Registration Statement on Form N-2 (

January 28, 2008 486BPOS

As filed with the Securities and Exchange Commission on January 28, 2008

486BPOS Table of Contents As filed with the Securities and Exchange Commission on January 28, 2008 Investment Company Act File No.

November 30, 2007 POS 8C

As filed with the Securities and Exchange Commission on November 30, 2007

As filed with the Securities and Exchange Commission on November 30, 2007 Investment Company Act File No.

April 18, 2007 CORRESP

The Zweig Total Return Fund, Inc. 900 Third Avenue New York, New York 10022 (212) 451-1100

The Zweig Total Return Fund, Inc. 900 Third Avenue New York, New York 10022 (212) 451-1100 April 18, 2007 VIA EDGAR United States Securities and Exchange Commission Division of Investment Management Washington, DC 20549 Attn: Mr. Christian T. Sandoe, Senior Counsel Re: Request for Acceleration of Effectiveness of Registration Statement of The Zweig Total Return Fund, Inc. on Form N-2, Pre-Effectiv

March 28, 2007 DEF 14A

UNITED STATES

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0059 Washington, D.

March 27, 2006 DEF 14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin

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