SCHEDULE 14A INFORMATION

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 [x]
Bulldog Investors, LLC
Attn: Phillip Goldstein
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Phone: 201 881-7100
Fax: 201 556-0097

Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12

Virtus Total Return Fund
(Name of Registrant as Specified in Its Charter)

Bulldog Investors, LLC
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required [x].

Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1) Title of each class of securities to which transaction
applies:

(2) Aggregate number of securities to which transaction
applies:

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

Fee paid previously with preliminary materials [].

Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a) (2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing [].

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:


PROXY STATEMENT OF BULLDOG INVESTORS, LLC IN OPPOSITION TO THE SOLICITATION
BY THE BOARD OF TRUSTEES OF VIRTUS TOTAL RETURN FUND FOR THE 2016 ANNUAL
MEETING OF SHAREHOLDERS

Bulldog Investors, LLC ("Bulldog Investors") is sending this proxy statement
and the enclosed GREEN proxy card to shareholders of Virtus Total Return Fund
(the "Fund") of record as of April --, 2016. We are soliciting a proxy to
vote your shares at the 2015 Annual Meeting of Shareholders (the "Meeting")
which is scheduled for June --, 2016. Please refer to the Fund's proxy
soliciting material for additional information concerning the Meeting and
the matters to be considered by shareholders. This proxy statement and the
enclosed GREEN proxy card are first being sent to shareholders on or about
May --, 2016.

INTRODUCTION

The Board of Trustees has determined to present one matter to be voted upon at
the Meeting: the election of one Trustee. A shareholder affiliated with us
intends to present a non-binding proposal recommending that the Board of
Trustees promptly approve and, if required, submit to shareholders for a vote,
a proposal to liquidate the Fund. We are soliciting a proxy to vote your shares
FOR the election of the nominee named below and FOR the shareholder proposal.

REASONS FOR THE SOLICITATION

The shares of the Fund have generally traded at a double-digit discount to
their net asset value ("NAV") for many years.  We believe it is now appropriate
to liquidate the Fund so that shareholders can realize NAV. Toward that end, we
are seeking to adopt a non-binding liquidation proposal and to elect a Trustee
who is committed to maximizing shareholder value.

HOW PROXIES WILL BE VOTED

If you complete and return a GREEN proxy card to us, and unless you direct
otherwise, your shares will be voted FOR the election of the nominee named below
and FOR the shareholder proposal to liquidate the Fund. In addition, you will be
granting the proxy holders discretionary authority to vote on any other matters
that may come before the Meeting.

VOTING REQUIREMENTS

A quorum for the transaction of business at the Meeting is a majority of the
shares outstanding on the record date and entitled to vote. The election of a
Trustee requires the affirmative vote of a plurality of the votes cast. A
majority of the votes cast is required to approve the liquidation proposal.
An abstention or a broker non-vote is not a vote cast and thus will have no
effect on the election of Trustees or whether the liquidation proposal is
approved.

REVOCATION OF PROXIES

You may revoke your proxy prior to its exercise by: (i) delivering a written
revocation to us; (ii) executing and delivering a later dated proxy to the
inspector of election; or (iii) voting in person at the Meeting. Attendance at
the Meeting will not by itself revoke a proxy. There is no limit on the number
of times you may revoke your proxy and only your most recent proxy will be
counted.

PROPOSAL 1: ELECTION OF TRUSTEES

The Board is comprised of five Trustees, one of whom will be elected at the
Meeting. Our affiliate intends to nominate the person named below. He has
consented to being named in this proxy statement and to serve as a Trustee if
elected. He is not an interested person of the Fund and does not directly own
shares of the Fund. There are no arrangements or understandings between him
and Bulldog Investors or any of its affiliates in connection with the
nomination. Please refer to the Fund's proxy soliciting material for
additional information concerning the election of Trustees.

Andrew Dakos (born 1966); c/o Bulldog Investors, 250 Pehle Avenue, Suite 708,
Saddle Brook, NJ 07663 - Mr. Dakos is a member of Bulldog Investors, LLC, the
investment adviser of Special Opportunities Fund, Inc. and the investment
partnerships comprising the Bulldog Investors group of private funds. He also
is a manager of Kimball & Winthrop, LLC, the managing general partner of
Bulldog Investors General Partnership, since 2012. From 2001-2012, Mr. Dakos
was a member of the general partners of several private funds in the Bulldog
Investors group of private funds and in 2012 became a member of Bulldog
Holdings, LLC which became the sole owner of such general partners. Mr. Dakos
has been a director of Special Opportunities Fund, Inc., a closed-end fund,
since 2009, Emergent Capital, Inc. (f/k/a Imperial Holdings, Inc.), a
specialty finance company, since 2012, and Crossroads Capital, Inc. (f/k/a
BDCA Venture, Inc.), since 2015. He has also been a director of the Mexico
Equity and Income Fund, Inc., a closed-end fund, from 2001-2015, and Brantley
Capital Corporation, a business development company, intermittently from
2005-2013. From 2009-2012 he served as Chief Compliance Officer of Bulldog
Investors, LLC.

Unless instructions to the contrary are given, your proxy will be voted in
favor of the aforementioned nominee.

PROPOSAL 2: A RECOMMENDATION THAT THE BOARD OF TRUSTEES PROMPTLY APPROVE AND,
IF REQUIRED, SUBMIT TO SHAREHOLDERS FOR A VOTE, A PROPOSAL TO LIQUIDATE THE
FUND.

The purpose of this proposal is to eliminate the Fund's persistent trading
discount and thus, to allow all shareholders to realize its NAV. Adoption of
this non-binding proposal will direct the Board to promptly pursue a plan of
liquidation. The Board has the sole power to determine whether to adopt a
plan of liquidation and to determine its attributes. To actually liquidate
the Fund, the favorable vote of a majority of the Trustees is required
followed by the favorable vote of the holders of at least 75% of the
outstanding shares of the Fund. However, if a plan of liquidation is approved
by at least 80% of Trustees, the Fund may be liquidated without the approval
of shareholders.

Unless instructions to the contrary are given, your proxy will be voted in
favor of this proposal.

THE SOLICITATION

We intend to solicit proxies by mail, and may utilize other means, e.g.,
telephone or the internet. Our proxy materials are available at:
www.bulldoginvestorsproxymaterials.com. Persons affiliated with or employed
by us may assist us in the solicitation of proxies. Banks, brokerage houses
and other securities intermediaries will be requested to forward this proxy
statement and the enclosed GREEN proxy card to the beneficial owners for
whom they hold shares of record. We will reimburse these organizations for
their reasonable out-of-pocket expenses.

Initially, we and our clients will bear all of the expenses related to this
proxy solicitation. Because we believe that all shareholders will benefit
from this solicitation, we intend to seek, subject to any applicable
regulatory requirements, reimbursement of our expenses from the Fund.
Shareholders will not be asked to vote on the reimbursement of these
expenses, which we estimate will total $75,000.

PARTICIPANTS

Bulldog Investors, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663, is
the soliciting stockholder and as of May --, 2016 beneficially owns -------
shares of the Fund on behalf of clients which were purchased at various
times beginning on --------.  Sales totaling ------- shares were made from
-------- to --------. No "participant" has any direct or indirect arrangement
or understanding with any person with respect to any securities of the Fund
or with respect to future employment by the Fund or any of its affiliates
or to any future transactions to which the Fund or any of its affiliates will
or may be a party. A "participant," as defined by the SEC, includes Bulldog
Investors, the nominee designated above, and each client advised by Bulldog
Investors. The SEC's definition of a "participant" may be misleading because
it suggests that a "participant" has a greater role in a solicitation than
may be the case.

May --, 2016








PROXY CARD

THIS PROXY IS SOLICITED BY BULLDOG INVESTORS, LLC IN OPPOSITION TO THE BOARD
OF TRUSTEES OF VIRTUS TOTAL RETURN FUND (THE "FUND") FOR THE FUND'S 2016
ANNUAL MEETING OF SHAREHOLDERS (THE "MEETING").

The undersigned hereby appoints Phillip Goldstein, Rajeev Das, and Andrew
Dakos and each of them, as the undersigned's proxies, with full power of
substitution, to attend the Meeting and any adjourned or postponed Meeting,
and to vote on all matters that come before the Meeting the number of shares
that the undersigned would be entitled to vote if present in person, as
specified below.

(INSTRUCTIONS:  Mark votes by placing an "x" in the appropriate [  ].)

1. ELECTION OF ONE TRUSTEE

[  ] FOR ANDREW DAKOS 			[  ] WITHHOLD AUTHORITY

2. A RECOMMENDATION THAT THE BOARD OF TRUSTEES PROMPTLY APPROVE AND, IF
REQUIRED, SUBMIT TO SHAREHOLDERS FOR A VOTE, A PROPOSAL TO LIQUIDATE THE
FUND.

FOR [  ]			AGAINST [  ]			ABSTAIN [  ]

Please sign and date below. Your shares will be voted as directed. If no
direction is made, this proxy will be voted FOR the election of the nominee
named above and FOR Proposal 2. The undersigned hereby acknowledges receipt
of the proxy statement dated May --, 2016 of Bulldog Investors and revokes
any proxy previously executed.




Signature(s) __________________________ 	Dated: _______________