Virtus Total Return Fund Inc. Announces Tender Offer Program

Virtus Total Return Fund Inc. (NYSE: ZTR) (“the Fund”) today announced that its Board of Directors has approved a series of actions intended to enhance shareholder value, provide shareholders with an additional source of liquidity for their investment, and provide the potential to reduce the Fund’s trading discount to its net asset value per share (“NAV”) over time. The actions approved by the Board of Directors are:

• A tender offer (“Tender Offer”) to acquire up to 10% of the Fund’s outstanding shares in exchange for cash at a price equal to 98% of the Fund’s NAV (net of expenses related to the Tender Offer) as of the close of regular trading on the business day immediately following the day the Tender Offer expires.

- The Tender Offer will commence on April 2, 2024 and expire on May 1, 2024, unless extended. If the Fund’s shares are trading at a premium to the NAV on March 29, 2024, no Tender Offer will be conducted. Additional terms and conditions of the Tender Offer will be set forth in the Fund’s offering materials, which will be distributed to the Fund’s shareholders.

- If more than 10% of the Fund’s outstanding shares are tendered, the Fund will purchase its shares from all tendering shareholders on a pro rata basis, based on the number of tendered shares at a price equal to 98% of the fund’s NAV (net of expenses related to the Tender Offer).

• Two additional conditional tender offers:

- A first conditional tender offer for up to 10% of the Fund’s then outstanding shares at a price equal to 98% of the Fund’s NAV if the Average Trading Discount¹ of the shares is equal to or greater than 12% during the consecutive 180 calendar day period beginning 30 days after the expiration of the Tender Offer.

- A second conditional tender offer for up to 10% of the Fund’s then outstanding shares at a price equal to 98% of the Fund’s NAV if the Average Trading Discount of the shares is equal to or greater than 10% during the consecutive 180 calendar day period beginning April 1, 2025.

Further information about the Tender Offer will be announced at a later date and set forth in the Fund’s offering materials. If the provisions for a conditional tender offer are met, the Fund will provide additional information about such offers. This announcement is not a recommendation, an offer to purchase, or a solicitation of an offer to sell shares of the Fund.