SC 13D 1 third.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 2/10/16 1. NAME OF REPORTING PERSON Bulldog Investors, LLC 2. CHECK THE BOX IF MEMBER OF A GROUP a[ ] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DE ___________________________________________________________ 7. SOLE VOTING POWER 1,247,647 8. SHARED VOTING POWER 1,151,028 9. SOLE DISPOSITIVE POWER 1,247,647 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 1,151,028 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 2,398,675 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 8.73% 14. TYPE OF REPORTING PERSON IA ___________________________________________________________ 1. NAME OF REPORTING PERSON Phillip Goldstein 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 1,247,647 8. SHARED VOTING POWER 1,151,028 9. SOLE DISPOSITIVE POWER 1,247,647 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 1,151,028 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 2,398,675 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 8.73% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ 1. NAME OF REPORTING PERSON Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 1,247,647 8. SHARED VOTING POWER 1,151,028 9. SOLE DISPOSITIVE POWER 1,247,647 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 1,151,028 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 2,398,675 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 8.73% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ 1. NAME OF REPORTING PERSON Steven Samuels 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 1,247,647 8. SHARED VOTING POWER 1,151,028 9. SOLE DISPOSITIVE POWER 1,247,647 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 1,151,028 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 2,398,675 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 8.73% 14. TYPE OF REPORTING PERSON IN _______________________________________________________ Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock of Virtus Total Return Fund ("DCA" or the "Issuer"). The principal executive offices of DCA are located at 101 MUNSON STREET GREENFIELD MA 01301 Item 2. IDENTITY AND BACKGROUND (a) This statement is filed on behalf of Bulldog Investors,LLC, (a Delaware Limited Liability Company), Phillip Goldstein, Andrew Dakos and Steven Samuels. (b) The business address of the reporting persons is Park 80 West-Plaza Two, 250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663. (c) Bulldog Investors,LLC is a registered investment adviser. Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog Investors,LLC. (d) n/a (e) n/a (f) Each of Messrs. Goldstein, Dakos and Samuels is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Shares of the Issuer have been accumulated on behalf of clients of Bulldog Investors,LLC. ITEM 4. PURPOSE OF TRANSACTION The filing persons believe the shares are undervalued and may communicate with management about measures to enhance shareholder value. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As per the N-CSR filed on February 8, 2016, there were 27,466,109 shares of common stock outstanding as of November 30, 2015. The percentages set forth herein were derived using such number. Phillip Goldstein, Andrew Dakos and Steven Samuels own Bulldog Investors, LLC, a registered investment advisor. As of February 18, 2018, Bulldog Investors, LLC is deemed to be the beneficial owner of 2,398,675 shares of DCA (representing 8.73% of DCA's outstanding shares) solely by virtue of Bulldog Investors LLC's power to direct the vote of,and dispose of, these shares. These 2,398,675 shares of DCA include 1,247,647 shares (representing 4.54% of DCA's outstanding shares) that are beneficially owned by 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., Opportunity Income Plus, Full Value Partners, LP, and MCM Opportunity Partners, LP (collectively, "Bulldog Investors Group of Funds"). Bulldog Investors Group of Funds may be deemed to constitute a group. All other shares included in the aforementioned 2,398,675 shares of DCA beneficially 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 1,151,028 shares (representing 4.19% of DCA's outstanding shares). (b)Bulldog Investors,LLC has sole power to dispose of and vote 1,247,647 shares. Bulldog Investors, LLC has shared power to dispose of and vote 1,151,028 shares. Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more than 5% of DCA's shares) share this power with Bulldog Investors, LLC. Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC. c) During the past 60 days the following shares of DCA were purchased: Date: Shares: Price: 12/21/15 46,688 3.6693 12/21/15 2,000 3.6699 12/22/15 30,527 3.7123 12/28/15 111,086 3.7664 12/29/15 39,500 3.7960 12/30/15 16,570 3.8089 01/04/16 41,314 3.7526 01/05/16 39,677 3.7757 01/06/16 47,400 3.6691 01/07/16 48,100 3.5881 01/08/16 4,300 3.5663 01/11/16 3,645 3.5000 01/12/16 300 3.5000 01/13/16 50,900 3.4804 01/14/16 20,956 3.4138 01/15/16 66,708 3.3945 01/19/16 30,065 3.2965 01/20/16 2,800 3.1357 01/22/16 400 3.2800 01/22/16 1,000 3.3096 01/25/16 24,119 3.3730 01/26/16 32,900 3.4074 01/27/16 17,338 3.4002 01/28/16 9,992 3.4361 01/29/16 1,800 3.4865 01/29/16 3,000 3.5100 02/01/16 43,301 3.5131 02/02/16 45,633 3.5092 02/03/16 20,656 3.5232 02/04/16 5,823 3.5618 02/05/16 33,933 3.5454 02/05/16 500 3.5500 02/08/16 39,318 3.4107 02/08/16 1,786 3.4000 02/09/16 52,200 3.3780 02/10/16 92,966 3.4057 02/10/16 1,500 3.4027 02/11/16 87,998 3.3815 02/12/16 102,792 3.4083 02/16/16 76,680 3.4561 02/17/16 86,411 3.5290 02/17/16 3,000 3.5200 02/18/16 117,432 3.5518 d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or sales proceeds. e) N/A ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. N/A ITEM 7. MATERIAL TO BE FILED AS EXHIBITS N/A 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. Dated: 2/19/16 By: /S/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos By: /S/ Steven Samuels Name: Steven Samuels Bulldog Investors, LLC By: /s/ Andrew Dakos Andrew Dakos, Member Footnote 1: The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest therein. Exhibit 1: Agreement to Make Joint Filing Agreement made as of the 19TH day of February, 2016, by and among Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, and Steven Samuels. WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides that whenever two or more persons are required to file a statement containing the information required by Schedule 13D with respect to the same securities, only one such statement need be filed, so long as, among other things, such filing includes as an exhibit an agreement among such persons that such a statement is filed on behalf of each of them; WHEREAS, in connection with certain holdings of Virtus Total Return Fund (DCA), each of the parties to this Agreement is required to file a statement containing the information required by Schedule 13D with respect to the same holdings of DCA; NOW THEREFORE, the parties hereby agree that one statement containing the information required by Schedule 13D shall be filed on behalf of each party hereto. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first written above. By:/s/ Phillip Goldstein By:/s/ Andrew Dakos Phillip Goldstein Andrew Dakos BULLDOG INVESTORS, LLC By: /s/ Steven Samuels By: /s/ Andrew Dakos Steven Samuels Andrew Dakos, Member