Full Value Offshore Fund Form 4 Virtus Total Return Fund / PHILLIP GOLDSTEIN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Opportunity Income Plus LP

(Last) (First) (Middle)

PARK 80 WEST

250 PEHLE AVE., STE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Virtus Total Return Fund [ DCA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Explanation of Responses

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)(2)(3)	07/15/2016		P		627	A	$4.56	134,289	D(4)
Common Stock(1)(2)(3)								288,662	D(5)
Common Stock(1)(2)(3)								20,196	D(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Opportunity Income Plus LP

(Last) (First) (Middle)

PARK 80 WEST

250 PEHLE AVE., STE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Full Value Offshore Fund, Ltd.

(Last) (First) (Middle)

PARK 80 WEST - PLAZA TWO

250 PEHLE AVE. SUITE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOLDSTEIN PHILLIP

(Last) (First) (Middle)

60 HERITAGE DRIVE

(Street)

PLEASANTVILLE NY 10570

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Opportunity Partners, LP, Calapasas West Partners, LP, Full Value Special Situations Fund, LP, Full Value Partners, LP, Steady Gain Partners, LP, Mercury Partners, LP, Bulldog Investors General Partnership, MCM Opportunity Partners, LP, Full Value Offshore Fund, Ltd., Opportunity Income Plus Fund, LP, and Phillip Goldstein (collectively, the "Reporting Persons"). To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two related reports related to the same transaction(s) for the Section 13(d) group being filed with the Securities and Exchange Commission.

2. Each Reporting Person is a member of a Section 13(d) group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock, as disclosed in an amended Schedule 13D, filed on behalf of the Reporting Persons and certain other beneficial owners of the Issuer's stock on May 23, 2016. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock.

3. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

4. Shares of Common Stock beneficially owned by Full Value Offshore Fund, Ltd.

5. Shares of Common Stock beneficially owned by Opportunity Income Plus Fund, LP.

6. Shares of Common Stock beneficially owned by Phillip Goldstein. Mr. Goldstein is an owner of Bulldog Investors, LLC, an investment adviser registered with the Securities and Exchange Commission, and as a result may be deemed to have a beneficial interest in certain shares of Common Stock of the Issuer indirectly owned by Bulldog Investors, LLC. Such holdings are included in a separate Form 4 filed on behalf of Bulldog Investors, LLC. Mr. Goldstein disclaims beneficial interest in such shares reported by Bulldog Investors, LLC, except to the extent of any pecuniary interest therein.

	/s/ Phillip Goldstein on behalf of Full Value Offshore Fund, Ltd	07/19/2016
	/s/ Phillip Goldstein - Manager of the General Partner of Opportunity Income Plus, LP	07/19/2016
	/s/ Phillip Goldstein	07/19/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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