SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
9/27/16
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
4,190,476
8. SHARED VOTING POWER
866,432
9. SOLE DISPOSITIVE POWER
4,190,476
_______________________________________________________
10. SHARED DISPOSITIVE POWER
866,432
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
5,056,908 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
18.41%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Bulldog Investors Group of Funds
2. CHECK THE BOX IF MEMBER OF A GROUP a[x]
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
4,190,476
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
4,190,476
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
4,190,476 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
15.26%
14. TYPE OF REPORTING PERSON
IC
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[x]
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
4,190,476
8. SHARED VOTING POWER
866,432
9. SOLE DISPOSITIVE POWER
4,190,476
_______________________________________________________
10. SHARED DISPOSITIVE POWER
866,432
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
5,056,908 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
18.41%
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
4,190,476
8. SHARED VOTING POWER
866,432
9. SOLE DISPOSITIVE POWER
4,190,476
_______________________________________________________
10. SHARED DISPOSITIVE POWER
866,432
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
5,056,908 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
18.41%
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
4,190,476
8. SHARED VOTING POWER
866,432
9. SOLE DISPOSITIVE POWER
4,190,476
_______________________________________________________
10. SHARED DISPOSITIVE POWER
866,432
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
5,056,908 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
18.41%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #11 to the schedule 13d
filed February 19, 2016. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
ITEM 4. PURPOSE OF TRANSACTION
See exhibit A - Standstill Agreement
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSRS filed on August 5, 2016, there were 27,466,109 shares
of common stock outstanding as of May 31, 2016. 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 September 27, 2016, Bulldog Investors, LLC is deemed to be the beneficial
owner of 5,056,908 shares of DCA (representing 18.41% 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 5,056,908 shares of DCA include 4,190,476
shares (representing 15.26% of DCA's outstanding shares) that are beneficially
owned by Mr. Goldstein and the following entities over which Messrs. Goldstein,
Dakos and Samuels exercise investment authority: 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,
Bulldog Investors General Partnership, Mercury Partners, LP, Steady Gain
Partners, LP, and MCM Opportunity Partners, LP (collectively, "Bulldog Investors
Group of Funds"). Mr. Goldstein and the Bulldog Investors Group of Funds may be
deemed to constitute a group. All other shares included in the aforementioned
5,056,908 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 866,432 shares
(representing 3.15% of DCA's outstanding shares).
(b)Bulldog Investors,LLC has sole power to dispose of and vote 4,190,476 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 866,432 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) Since the last filing on 9/9/16 the following shares of DCA were purchased:
Date: Shares: Price:
09/09/16 36,369 4.5949
09/13/16 41,954 4.5399
09/14/16 32,453 4.5147
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.
See exhibit A - Standstill Agreement
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 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: 9/28/16
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 A:
AGREEMENT
This Agreement (the "Agreement") is made and entered into effective as of the
27th day of September, 2016 by and among Virtus Investment Advisers, Inc.
("Virtus"), a Massachusetts corporation having a place of business at 100 Pearl
Street, Hartford, CT 06103, and Bulldog Investors LLC, a New Jersey limited
liability company having a place of business at Park 80 West, 250 Pehle Avenue,
Suite 708, Saddle Brook, New Jersey, and its officers, directors, partners,
employees and "affiliated persons" (as that term is defined in the Investment
Company Act of 1940, as amended (the "1940 Act")) (collectively, "Bulldog" and
with Virtus, each, a "Party," and collectively the "Parties"). Any pooled
investment vehicles or accounts managed or controlled by Bulldog or its
affiliated persons are referred to herein collectively as "Bulldog Funds."
WHEREAS, Virtus is registered as an investment adviser with the Securities
and Exchange Commission under the Investment Advisers Act of 1940, as amended,
and acts pursuant to investment advisory contracts as the investment adviser to
various registered closed-end management investment companies, including Virtus
Total Return Fund (the "Fund"), a Delaware statutory trust registered under the
1940 Act; and
WHEREAS, Bulldog and the Bulldog Funds are deemed to be the beneficial owner
of common shares of the Fund by reason of their power to vote and direct the
disposition of such shares held by various related entities; and
WHEREAS, the Fund has entered into a non-disclosure agreement with Bulldog
and Bulldog Funds dated September 14, 2016 regarding confidentiality and other
obligations with respect to discussions regarding possible courses of action
that the Fund could undertake; and
WHEREAS, the Parties to this Agreement wish to resolve matters concerning
the Fund and possible courses of action;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, and for other good and valuable consideration, and
without any admission of liability, or inadequacy of claims whatsoever, by any
of the Parties, the Parties hereto agree as follows:
1. Virtus Obligations. Virtus represents that the Fund has agreed, based in
part upon the recommendation of Virtus and contingent upon Bulldog's
mutual acceptance of the terms of the Agreement, that the Fund shall
commence a self-tender offer on or about February 15, 2017, for up to
40% of the then outstanding common shares of the Fund at a price equal
to 99% of the NAV of the Fund's common shares as determined as of the
close of the regular trading session of the New York Stock Exchange
on the date the tender offer expires ("Tender Offer"). The tender offer
shall expire between March 15, 2017 and March 24, 2017; provided that
the Tender Offer may be extended if required by law. The Tender Offer
shall require odd lot tenders to be subject to the same proration
terms as tenders of 100 shares or more.
2. Bulldog and Bulldog Funds Obligations. Bulldog and Bulldog Funds each
agree as follows"
(a) With respect to matters to be presented at any shareholder meetings
of the Fund, or at meetings of shareholders of other registered
closed-end investment companies advised, sub-advised, distributed or
sponsored by Virtus or any of its affiliates as of the date of this
Agreement (each, a "Virtus Fund" and collectively, the "Virtus Funds"):
(i) Bulldog and Bulldog Funds shall vote, or shall direct to be voted,
all shares of each Virtus Fund over which Bulldog and Bulldog Funds have
discretion or beneficial ownership in accordance with the applicable
board of trustees/directors' (or similar body, a "board")
recommendations;
aa. provided, that doing so would not violate the written proxy
voting policy of any client advised by Bulldog; provided, further, that
to the extent such proxy voting policy does not explicitly permit
Bulldog to vote in accordance with the recommendations of that Virtus
Fund's board but does not explicitly require that it vote against the
proposal, Bulldog agrees to abstain from voting on such matter; Bulldog
agrees that during the term of this Agreement, upon the reasonable
request of Virtus, it will promptly inform Virtus of whether the proxy
voting policy of any client advised by Bulldog requires it to vote in a
manner other than in accordance with the recommendations of a Virtus
Fund's board; and
bb. further provided, that notwithstanding anything to the contrary
set forth in Section 2(a)(i)(aa) above, Bulldog and Bulldog Funds shall
vote, or shall direct to be voted, all shares of each Virtus Fund over
which Bulldog and Bulldog Funds have discretion or beneficial ownership
in accordance with the applicable board of trustees/directors' (or
similar body, a "board") recommendations relating to:
(I). the election of trustees/directors to a Virtus Fund's Board;
(II). any proposal submitted by a shareholder of a Virtus Fund;and
(III). any merger/reorganization involving only Virtus Funds.
cc. notwithstanding the foregoing, however, shares of the Virtus Funds
held by Special Opportunities Fund, Inc., and any other closed end investment
company managed by Bulldog Investors, may be voted in accordance with one of the
methods prescribed in Section 12(d)(1)(E)(iii)(aa) of the Investment Company Act
of 1940.
(ii) Bulldog and Bulldog Funds shall not solicit any proxies with respect to
proposals submitted or to be submitted to a Virtus Fund's shareholders,
provided, however, that nothing in this Agreement may be interpreted as
prohibiting Bulldog and Bulldog Funds from encouraging other shareholders to
vote as recommended by the board;
(iii) Bulldog and Bulldog Funds shall refrain from granting a proxy with respect
to shares of a Virtus Fund other than to officers of, or other persons named as
proxies by, such Virtus Fund;
(iv) Bulldog and Bulldog Funds shall refrain from executing any written consent
with respect to a Virtus Fund's shares other than as may be solicited by such
Virtus Fund or its board;
(v) Bulldog and Bulldog Funds shall refrain from seeking to exercise control or
influence over the management or policies of a Virtus Fund;
(vi) Bulldog and Bulldog Funds shall refrain from, directly or indirectly, with
respect to each Virtus Fund:
aa. proposing, or making any filing with respect to, any proposals or
matters seeking the vote or consent of shareholders, or any proposals or
matters for the consideration of the board, including, but not limited
to, any form of business combination, restructuring, recapitalization,
dissolution or similar transaction involving the Virtus Fund, including,
without limitation, a merger, tender or exchange offer, open-ending,
share repurchase or liquidation of the Virtus Fund's assets;
bb. seeking the removal of any member of the board; and
cc. nominating any individuals for election to the board or otherwise
seeking appointment to or representation on the board.
(vii) Bulldog and Bulldog Funds shall each act solely as a "Passive Investor,"
which shall require Bulldog and Bulldog Funds to conform with the following
restrictions,with respect to each Virtus Fund:
aa. Bulldog and Bulldog Funds shall refrain from joining, creating or
collaborating with any group of unaffiliated third parties concerning
the Virtus Fund, other than in accordance with the board's
recommendations;
bb. Bulldog and Bulldog Funds shall refrain from threatening, pursuing or
bringing a lawsuit, regulatory action or other proceeding against the
board, the Virtus Fund, Virtus, or any related party of any Virtus Fund,
other than for alleged violations of this Agreement; and
cc. Bulldog and Bulldog Funds shall refrain from providing any advice,
aid or encouragement that is designed to do indirectly or to urge others,
to do things that Bulldog and Bulldog Funds each has agreed not to do
in the Agreement with respect to the Virtus Fund, including, but not limited to:
i. putting forward shareholder proposals or director/trustee
nominations;
ii. voting against any matter recommended by the board; or
iii. threatening, pursuing or bringing a lawsuit, regulatory action
or other proceeding against the board, the Virtus Fund, Virtus, or
any related party.
(b) Bulldog and Bulldog Funds shall not purchase or obtain control over any
additional securities issued by the Fund or The Zweig Fund, Inc. until 50 days
after the expiration of the Tender Offer. Also, Bulldog and Bulldog Funds shall
not purchase or obtain control over greater than 4.99% of securities issued by
any Virtus Fund for the term of this Agreement as set forth in Section 15.
Nothing in this Agreement shall prevent Bulldog and Bulldog Funds from
purchasing shares of any Virtus Fund after such dates.
3. Responsibility for Representatives. Each Party shall take all measures
practicable to prevent its present and future officers, directors, partners,
employees, representatives and affiliated persons from engaging in conduct
otherwise prohibited by this Agreement.
4. No Disparagement. For a period from the date hereof through the termination
of this Agreement, each Party hereto shall refrain from directly or indirectly
disparaging, impugning or taking any action reasonably likely to damage the
reputation of any other Party, their affiliates, their representatives, or any
of the members of a board. The foregoing shall not apply to any compelled
testimony or production of information, either by legal process or subpoena or
in connection with a response to a request for information from any governmental
authority with jurisdiction over the Party from whom information is sought.
5. No Assignment. This Agreement shall be binding upon the Parties and, except
as otherwise provided herein, upon their respective legal successors. No Party
may assign this Agreement without the prior written consent of each other Party
and any such attempted assignment shall be void.
6. Public Statements. The Parties acknowledge and agree that this Agreement will
be filed as an exhibit to an amendment to the Schedule 13D, as amended, relating
to the Fund filed by Bulldog and Bulldog Funds.
7. Third-Party Beneficiaries. The Parties agree that each Virtus Fund is an
intended third-party beneficiary of this Agreement, and that each Virtus Fund is
entitled to rely upon, and may enforce, the terms and provisions hereof as if
it were a party hereto.
8. Applicable Law. The validity of this Agreement, the construction and
enforcement of its terms, and the interpretations of the rights and duties of
the Parties shall be governed by the laws of the State of New York, without
regard to conflicts-of-law principles.
9. Jurisdiction. The Parties agree that the venue for any action brought under
this Agreement shall be the United States District Court for the Southern
District of New York or, if that court lacks subject matter jurisdiction, any
state court sitting in the City and County of New York.
10. Damages; Injunctive Relief. Each Party shall be entitled to seek injunctive
and other equitable relief to enforce this Agreement without proof of actual
damages, in addition to any other remedies as may be available at law or in
equity.
11. Modification. No modification, amendment, supplement to or waiver of this
Agreement or of any of its provisions shall be binding upon the Parties hereto
unless made in writing and duly signed by all Parties.
12. Invalidity. In the event that any one or more of the provisions of this
Agreement shall for any reasons be held to be invalid, illegal or unenforceable,
the remaining provisions of this Agreement shall be unimpaired, and the invalid,
illegal or unenforceable provision or provisions shall be replaced by a
mutually acceptable provision, which being valid, legal and enforceable, comes
closest to the economic effect and intent of the Parties underlying the invalid,
illegal or unenforceable provision or provisions.
13. No Waiver. A waiver or breach of any provision of this Agreement, or a
default under this Agreement, shall not be deemed to be a waiver of any other
provision of this Agreement or a subsequent breach or default of this Agreement.
The failure or delay in enforcing compliance with any term or condition of this
Agreement shall not constitute a waiver of such term or condition, unless
compliance with such term or condition is expressly waived in writing.
14. Counterparts. This Agreement may be executed in one or more counterparts
transmitted by facsimile or other electronic means, and each counterpart shall
have the effect of an original.
15. Term and Termination. This Agreement shall remain in effect until the
earliest of the following:
(a) December 31, 2019: or
(b) such other date as the Parties may agree in writing.
Provided, however, that Bulldog's and Bulldog Funds' obligations under
Section 2 of this Agreement shall terminate if: (i) Bulldog and Bulldog
Funds tender, in response to the Tender Offer, all common shares of the
Fund owned by Bulldog or Bulldog Funds; and (ii) 45 days after the
expiration of the Tender Offer Bulldog and Bulldog Funds collectively own
common shares of the Fund (or any successor fund) valued at more than
$1 million.
Sections 5 through 13, and 16 and 17 shall survive any such termination.
16. Notices. Unless otherwise provided herein, all notices called for by this
Agreement shall be given in writing, or by facsimile transmission. Until notice
is given to the contrary in accordance with this Paragraph 16, all notices to
the respective Parties shall be directed to:
If to Virtus:
Attention: William Renahan
Virtus Investment Advisers, Inc.
100 Pearl Street
9th Floor
Hartford, CT 06103
Telephone: (860) 263-4799
Facsimile: (860) 241-1024
If to Bulldog or Bulldog Funds:
Attention: Phillip Goldstein
Bulldog Investors, LLC
Park 80 West - Plaza Two
250 Pehle Ave., Suite 708
Saddle Brook, NJ 07663
Telephone: (201) 881-7100
Facsimile: (201) 556-0097
17. Entire Agreement. This Agreement, together with any written agreement
entered into by the Parties on or after the date of this Agreement, shall
constitute the entire Agreement among the Parties and shall supersede all
previous agreements, promises, proposals, representations, understandings
and negotiations, whether written or oral, among the Parties respecting the
subject matter hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first above written.
Virtus Investment Advisers, Inc. Bulldog Investors LLC
By: /s/ Mark S. Flynn By: /s/ Phillip Goldstein
Name: Mark S. Flynn Name: Phillip Goldstein
Title: Executive Vice President Title: Member