UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934

Virtus Total Return Fund
(Name of Issuer)

Common Stock
(Title of Class of Securities)

92829A103
(CUSIP Number)

11/5/14
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
_X_	 Rule 13d-1(b)

__	 Rule 13d-1(c)

__	 Rule 13d-1(d)


CUSIP No.:  92829A103

1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only).
Bulldog Investors LLC, Phillip Goldstein, Andrew Dakos and
Steven Samuels

2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)

3. SEC Use Only

4. Citizenship or Place of Organization
Delaware

Number of Shares Beneficially Owned by Each reporting Person
With:
5. Sole Voting Power
812,661
6. Shared Voting Power
553,136
7. Sole Dispositive Power
812,661
8. Shared Dispositive Power
553,136

9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,365,797 - (footnote 1)


10. Check if the Aggregate Amount in Row ( 9 ) Excludes Certain
Shares (See Instructions)
N/A

11. Percent of Class Represented by Amount in Row ( 9 )
4.97%

12. Type of Reporting Person (See Instructions)
IA

Item 1.
(a) The Name of the Issuer is:
Virtus Total Return Fund

(b) The Address of the Issuer's Principal Executive Office is:
101 Munson Street
Greenfield, MA 01301

Item 2.
(a) The names of the Persons Filing are:
Bulldog Investors LLC, Phillip Goldstein, Andrew Dakos and
Steven Samuels

(b) The address of  principal place of business and
principal office is:
Park 80 West, 250 Pehle Ave. Suite 708
Saddle Brook, NJ 07663

(c) Citizenship or Place of Organization: Delaware


(d) Title of Class of Securities: Common Stock

(e) CUSIP Number:  92829A103

Item 3.
This statement is filed pursuant to 240.13d-1(b). The person filing is:
(e) An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E).



Item 4.
(a) Amount beneficially owned: 1,365,797
(b) Percent of class: 4.97%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 812,661
(ii) Shared power to vote or to direct the vote: 553,136
(iii) Sole power to dispose or to direct the disposition
of: 812,661
(iv) Shared power to dispose or to direct the disposition
of: 553,136

Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following:_X_.

Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of Bulldog Investors, LLC are entitled to receive dividends
and sales proceeds.

Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on by the Parent
Holding Company.
Not applicable.

Item 8. Identification and Classification of Members of the
Group.
As per the N-CSRS filing on 9/8/2014, there were 27,466,109 shares of
common stock outstanding as of 06/30/14. The percentages set forth
herein were derived using such number. Phillip Goldstein, Andrew
Dakos and Steven Samuels own Bulldog Investors, LLC, a registered
investment adviser. As of November 5, 2014, Bulldog Investors, LLC
is deemed to be the beneficial owner of 1,365,797 shares of DCA by
virtue of Bulldog Investors, LLC's power to direct the vote of, and
dispose of, these shares. These 1,365,797 shares of DCA include
812,661 shares (representing 2.96% of DCA's outstanding shares)
that are beneficially owned by Mr. Goldstein and the following
entities over which Messrs. Goldstein, Dakos and Samuels exercise
control: Opportunity Partners LP, Calapasas West Partners LP,
Full Value Special Situations Fund LP, Full Value Offshore Fund Ltd.,
Full Value Partners LP, Opportunity Income Plus Fund LP, and
MCM Opportunity Partners LP (collectively, Bulldog Investors Funds).
Bulldog Investors Funds may be deemed to constitute a group. All
other shares included in the aforementioned 1,365,797 shares of DCA
owned by Bulldog Investors, LLC (solely by virtue of its power to
sell or direct the vote of these shares) are also beneficially
owned by clients of Bulldog Investors, LLC who are not members
of any group. The total number of these "non-group" shares is
553,136 shares (representing 2.01% of DCA's outstanding shares).


Item 9. Notice of Dissolution of Group.
Not applicable.

Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.

SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete, and correct.



By:  	/s/
Name:  	Phillip Goldstein
Title:  Principal, Bulldog Investors LLC
Date:  	November 6, 2014

By:  	/s/
Name:  	Andrew Dakos
Title: 	Principal, Bulldog Investors LLC
Date:   November 6, 2014

By:  	/s/
Name:  	Steven Samuels
Title: 	Principal, Bulldog Investors LLC
Date:   November 6, 2014

Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Date:   November 6, 2014

Footnote 1: The reporting persons disclaim beneficial ownership
	    except to the extent of any pecuniary interest therein.