Bulldog Investors Intends to Engage in Discussions with Virtus Total

Virtus Total Return Fund Inc. (the Fund), formerly The Zweig Fund, Inc., is a closed-end, diversified management investment company. The Fund's investment objective is capital appreciation, with income as a secondary objective. The Fund has a target allocation of investing approximately 60% of its total assets in equity securities and 40% fixed income. The equity portion of the Fund invests globally in the communications, utility, energy, and transportation industries. The Fund also pursues an options income strategy whereby it purchases and sells out-of-the money puts and calls, creating an options spread. The Fund's investment advisor is Virtus Investment Advisers, Inc. Duff & Phelps Investment Management Co. and Newfleet Asset Management, LLC act as the sub-advisors for the Fund.