N-CEN: Filer Information

Filer CIK

0000836412

Filer CCC

********

Filer Investment Company Type

Form N-2 Filer (Closed-End Investment Company)

Is this a LIVE or TEST Filing?

LIVE

TEST

Is this an electronic copy of an official filing submitted in paper format?

Submission Contact Information

Name

Phone

E-Mail Address

Notification Information

Notify via Filing Website only?

N-CEN:Part A: General Information

Item A.1. Reporting period covered.

a. Report for period ending:

2025-11-30

b. Does this report cover a period of less than 12 months?

Yes

N-CEN:Part B: Information About the Registrant

Item B.1. Background information.

a. Full name of Registrant

Virtus Total Return Fund Inc.

b. Investment Company Act file number ( e.g., 811-)

811-05620

c. CIK

0000836412

d. LEI

549300KKRHI4GF7RNQ81

Item B.2. Address and telephone number of Registrant.

a. Street 1

101 Munson Street

Street 2

b. City

Greenfield

c. State, if applicable

MASSACHUSETTS

d. Foreign country, if applicable

UNITED STATES OF AMERICA

e. Zip code and zip code extension, or foreign postal code

01301-9683

f. Telephone number (including country code if foreign)

866-270-7788

g. Public Website, if any

www.virtus.com

Item B.3. Location of books and records.

Instruction. Provide the requested information for each person maintaining physical possession of each account, book, or other document required to be maintained by section 31(a) of the Act (15 U.S.C. 80a-30(a)) and the rules under that section.

Location books Record: 1

a. Name of person (e.g., a custodian of records)

The Bank of New York Mellon

b. Street 1

240 Greenwich Street

Street 2

c. City

New York

d. State, if applicable

NEW YORK

e. Foreign country, if applicable

UNITED STATES OF AMERICA

f. Zip code and zip code extension, or foreign postal code

10286

g. Telephone number (including country code if foreign)

212-495-1784

h. Briefly describe the books and records kept at this location:

Records related to its functions as custodian

Location books Record: 2

a. Name of person (e.g., a custodian of records)

Virtus Fund Services, LLC

b. Street 1

One Financial Plaza

Street 2

c. City

Hartford

d. State, if applicable

CONNECTICUT

e. Foreign country, if applicable

UNITED STATES OF AMERICA

f. Zip code and zip code extension, or foreign postal code

06103

g. Telephone number (including country code if foreign)

800-243-1574

h. Briefly describe the books and records kept at this location:

Records related to its functions as Administrator

Location books Record: 3

a. Name of person (e.g., a custodian of records)

Newfleet Asset Management, a division of Virtus Fixed Income Advisers, LLC

b. Street 1

One Financial Plaza

Street 2

c. City

Hartford

d. State, if applicable

CONNECTICUT

e. Foreign country, if applicable

UNITED STATES OF AMERICA

f. Zip code and zip code extension, or foreign postal code

06103

g. Telephone number (including country code if foreign)

877-332-8172

h. Briefly describe the books and records kept at this location:

Records related to its functions as subadviser

Location books Record: 4

a. Name of person (e.g., a custodian of records)

Computershare Trust Company, N.A.

b. Street 1

P.O. Box 43078

Street 2

c. City

Providence

d. State, if applicable

RHODE ISLAND

e. Foreign country, if applicable

UNITED STATES OF AMERICA

f. Zip code and zip code extension, or foreign postal code

02940-3078

g. Telephone number (including country code if foreign)

888-909-9922

h. Briefly describe the books and records kept at this location:

Records related to its function as Transfer Agent and Dividend Disbursing Agent

Location books Record: 5

a. Name of person (e.g., a custodian of records)

Duff & Phelps Investment Management Co.

b. Street 1

10 South Wacker Drive

Street 2

Suite 1900

c. City

Chicago

d. State, if applicable

ILLINOIS

e. Foreign country, if applicable

UNITED STATES OF AMERICA

f. Zip code and zip code extension, or foreign postal code

60606

g. Telephone number (including country code if foreign)

312-263-2610

h. Briefly describe the books and records kept at this location:

Records related to its functions as subadviser

Location books Record: 6

a. Name of person (e.g., a custodian of records)

Virtus Investment Advisers, LLC

b. Street 1

One Financial Plaza

Street 2

c. City

Hartford

d. State, if applicable

CONNECTICUT

e. Foreign country, if applicable

UNITED STATES OF AMERICA

f. Zip code and zip code extension, or foreign postal code

06103

g. Telephone number (including country code if foreign)

800-248-7971

h. Briefly describe the books and records kept at this location:

Records related to its functions as investment adviser

Item B.4. Initial or final filings.

Instruction. Respond "yes" to Item B.4.b only if the Registrant has filed an application to deregister or will file an application to deregister before its next required filing on this form.

a. Is this the first filing on this form by the Registrant?

Yes

b. Is this the last filing on this form by the Registrant?

Yes

Item B.5. Family of investment companies.

Instruction. "Family of investment companies" means, except for insurance company separate accounts, any two or more registered investment companies that (i) share the same investment adviser or principal underwriter; and (ii) hold themselves out to investors as related companies for purposes of investment and investor services.In responding to this item, all Registrants in the family of investment companies should report the name of the family of investment companies identically.

Insurance company separate accounts that may not hold themselves out to investors as related companies (products) for purposes of investment and investor services should consider themselves part of the same family if the operational or accounting or control systems under which these entities function are substantially similar.

a. Is the Registrant part of a family of investment companies?

Yes

i. Full name of family of investment companies

Virtus Funds

Item B.6. Organization.

Instruction. For Item B.6.a.i., the Registrant should include all Series that have been established by the Registrant and have shares outstanding (other than shares issued in connection with an initial investment to satisfy section 14(a) of the Act).

Indicate the classification of the Registrant by checking the applicable item below.

a. Open-end management investment company registered under the Act on Form N-1A
Checkbox checked

b. Closed-end management investment company registered under the Act on Form N-2
Checkbox not checked

c. Separate account offering variable annuity contracts which is registered under the Act as a management investment company on Form N-3
Checkbox not checked

d. Separate account offering variable annuity contracts which is registered under the Act as a unit investment trust on Form N-4
Checkbox not checked

e. Small business investment company registered under the Act on Form N-5
Checkbox not checked

f. Separate account offering variable insurance contracts which is registered under the Act as a unit investment trust on Form N-6
Checkbox not checked

g. Unit investment trust registered under the Act on Form N-8B-2

Item B.7. Securities Act registration.

Is the Registrant the issuer of a class of securities registered under the Securities Act of 1933 ("Securities Act")?

Yes

Item B.8. Directors.

Provide the information requested below about each person serving as director of the Registrant (management investment companies only):

Director Record: 1

a. Full Name

Sarah E. Cogan

b. CRD number, if any

N/A

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-21078

File Number Record: 2

File Number Record:

811-07455

File Number Record: 3

File Number Record:

811-22818

File Number Record: 4

File Number Record:

811-23648

File Number Record: 5

File Number Record:

811-23781

File Number Record: 6

File Number Record:

811-21601

File Number Record: 7

File Number Record:

811-21238

File Number Record: 8

File Number Record:

811-21338

File Number Record: 9

File Number Record:

811-21417

File Number Record: 10

File Number Record:

811-00945

File Number Record: 11

File Number Record:

811-06161

File Number Record: 12

File Number Record:

811-08216

File Number Record: 13

File Number Record:

811-21311

File Number Record: 14

File Number Record:

811-23505

File Number Record: 15

File Number Record:

811-22906

File Number Record: 16

File Number Record:

811-23749

File Number Record: 17

File Number Record:

811-21284

File Number Record: 18

File Number Record:

811-21734

File Number Record: 19

File Number Record:

811-21374

File Number Record: 20

File Number Record:

811-22473

File Number Record: 21

File Number Record:

811-10379

File Number Record: 22

File Number Record:

811-23390

File Number Record: 23

File Number Record:

811-21989

File Number Record: 24

File Number Record:

811-07816

File Number Record: 25

File Number Record:

811-22608

File Number Record: 26

File Number Record:

811-04642

File Number Record: 27

File Number Record:

811-23314

File Number Record: 28

File Number Record:

811-09721

File Number Record: 29

File Number Record:

811-10555

File Number Record: 30

File Number Record:

811-21279

File Number Record: 31

File Number Record:

811-23039

File Number Record: 32

File Number Record:

811-21076

File Number Record: 33

File Number Record:

811-07705

File Number Record: 34

File Number Record:

811-23211

File Number Record: 35

File Number Record:

811-22167

File Number Record: 36

File Number Record:

811-03445

File Number Record: 37

File Number Record:

811-22673

File Number Record: 38

File Number Record:

811-23446

Director Record: 2

a. Full Name

Brian T. Zino

b. CRD number, if any

N/A

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-07455

File Number Record: 2

File Number Record:

811-09140

File Number Record: 3

File Number Record:

811-04642

File Number Record: 4

File Number Record:

811-21284

File Number Record: 5

File Number Record:

811-23446

File Number Record: 6

File Number Record:

811-23039

File Number Record: 7

File Number Record:

811-22906

File Number Record: 8

File Number Record:

811-06161

File Number Record: 9

File Number Record:

811-21989

File Number Record: 10

File Number Record:

811-22608

File Number Record: 11

File Number Record:

811-21417

File Number Record: 12

File Number Record:

811-22473

File Number Record: 13

File Number Record:

811-22818

File Number Record: 14

File Number Record:

811-21338

File Number Record: 15

File Number Record:

811-07705

File Number Record: 16

File Number Record:

811-00945

File Number Record: 17

File Number Record:

811-03445

File Number Record: 18

File Number Record:

811-22167

File Number Record: 19

File Number Record:

811-21279

Director Record: 3

a. Full Name

R. Keith Walton

b. CRD number, if any

N/A

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-22167

File Number Record: 2

File Number Record:

811-22818

File Number Record: 3

File Number Record:

811-21338

File Number Record: 4

File Number Record:

811-22906

File Number Record: 5

File Number Record:

811-23039

File Number Record: 6

File Number Record:

811-06161

File Number Record: 7

File Number Record:

811-07912

File Number Record: 8

File Number Record:

811-22473

File Number Record: 9

File Number Record:

811-23968

File Number Record: 10

File Number Record:

811-00945

File Number Record: 11

File Number Record:

811-03445

File Number Record: 12

File Number Record:

811-21284

File Number Record: 13

File Number Record:

811-07705

File Number Record: 14

File Number Record:

811-22608

File Number Record: 15

File Number Record:

811-21279

File Number Record: 16

File Number Record:

811-21417

File Number Record: 17

File Number Record:

811-24038

File Number Record: 18

File Number Record:

811-07455

File Number Record: 19

File Number Record:

811-21989

File Number Record: 20

File Number Record:

811-23446

File Number Record: 21

File Number Record:

811-04642

File Number Record: 22

File Number Record:

811-09140

Director Record: 4

a. Full Name

John R. Mallin

b. CRD number, if any

N/A

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-22608

File Number Record: 2

File Number Record:

811-22906

File Number Record: 3

File Number Record:

811-09140

File Number Record: 4

File Number Record:

811-00945

File Number Record: 5

File Number Record:

811-22167

File Number Record: 6

File Number Record:

811-22473

File Number Record: 7

File Number Record:

811-07455

File Number Record: 8

File Number Record:

811-21279

File Number Record: 9

File Number Record:

811-06161

File Number Record: 10

File Number Record:

811-04642

File Number Record: 11

File Number Record:

811-03445

File Number Record: 12

File Number Record:

811-07705

File Number Record: 13

File Number Record:

811-22818

Director Record: 5

a. Full Name

Deborah A. DeCotis

b. CRD number, if any

N/A

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-21076

File Number Record: 2

File Number Record:

811-03445

File Number Record: 3

File Number Record:

811-21989

File Number Record: 4

File Number Record:

811-22673

File Number Record: 5

File Number Record:

811-22608

File Number Record: 6

File Number Record:

811-21311

File Number Record: 7

File Number Record:

811-08216

File Number Record: 8

File Number Record:

811-23648

File Number Record: 9

File Number Record:

811-23314

File Number Record: 10

File Number Record:

811-23039

File Number Record: 11

File Number Record:

811-21374

File Number Record: 12

File Number Record:

811-22473

File Number Record: 13

File Number Record:

811-07455

File Number Record: 14

File Number Record:

811-10555

File Number Record: 15

File Number Record:

811-22167

File Number Record: 16

File Number Record:

811-21338

File Number Record: 17

File Number Record:

811-10379

File Number Record: 18

File Number Record:

811-21601

File Number Record: 19

File Number Record:

811-00945

File Number Record: 20

File Number Record:

811-07705

File Number Record: 21

File Number Record:

811-09721

File Number Record: 22

File Number Record:

811-22818

File Number Record: 23

File Number Record:

811-23505

File Number Record: 24

File Number Record:

811-22906

File Number Record: 25

File Number Record:

811-21734

File Number Record: 26

File Number Record:

811-21284

File Number Record: 27

File Number Record:

811-23749

File Number Record: 28

File Number Record:

811-23211

File Number Record: 29

File Number Record:

811-23390

File Number Record: 30

File Number Record:

811-04642

File Number Record: 31

File Number Record:

811-07816

File Number Record: 32

File Number Record:

811-21078

File Number Record: 33

File Number Record:

811-21279

File Number Record: 34

File Number Record:

811-23781

File Number Record: 35

File Number Record:

811-21417

File Number Record: 36

File Number Record:

811-23446

File Number Record: 37

File Number Record:

811-21238

File Number Record: 38

File Number Record:

811-06161

Director Record: 6

a. Full Name

F. Ford Drummond

b. CRD number, if any

N/A

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-07455

File Number Record: 2

File Number Record:

811-22473

File Number Record: 3

File Number Record:

811-06161

File Number Record: 4

File Number Record:

811-22608

File Number Record: 5

File Number Record:

811-23039

File Number Record: 6

File Number Record:

811-21417

File Number Record: 7

File Number Record:

811-22818

File Number Record: 8

File Number Record:

811-22906

File Number Record: 9

File Number Record:

811-22167

File Number Record: 10

File Number Record:

811-03445

File Number Record: 11

File Number Record:

811-21989

File Number Record: 12

File Number Record:

811-21284

File Number Record: 13

File Number Record:

811-23446

File Number Record: 14

File Number Record:

811-00945

File Number Record: 15

File Number Record:

811-21279

File Number Record: 16

File Number Record:

811-21338

File Number Record: 17

File Number Record:

811-04642

File Number Record: 18

File Number Record:

811-07705

Director Record: 7

a. Full Name

George R. Aylward

b. CRD number, if any

004932163

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-21279

File Number Record: 2

File Number Record:

811-03445

File Number Record: 3

File Number Record:

811-23446

File Number Record: 4

File Number Record:

811-21417

File Number Record: 5

File Number Record:

811-22167

File Number Record: 6

File Number Record:

811-21989

File Number Record: 7

File Number Record:

811-22608

File Number Record: 8

File Number Record:

811-23039

File Number Record: 9

File Number Record:

811-07705

File Number Record: 10

File Number Record:

811-06161

File Number Record: 11

File Number Record:

811-00945

File Number Record: 12

File Number Record:

811-09140

File Number Record: 13

File Number Record:

811-21338

File Number Record: 14

File Number Record:

811-22473

File Number Record: 15

File Number Record:

811-21284

File Number Record: 16

File Number Record:

811-06416

File Number Record: 17

File Number Record:

811-04642

File Number Record: 18

File Number Record:

811-23968

File Number Record: 19

File Number Record:

811-22533

File Number Record: 20

File Number Record:

811-04915

File Number Record: 21

File Number Record:

811-23078

File Number Record: 22

File Number Record:

811-07455

File Number Record: 23

File Number Record:

811-24038

File Number Record: 24

File Number Record:

811-22906

File Number Record: 25

File Number Record:

811-22818

Director Record: 8

a. Full Name

Connie D. McDaniel

b. CRD number, if any

N/A

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-21417

File Number Record: 2

File Number Record:

811-23446

File Number Record: 3

File Number Record:

811-22906

File Number Record: 4

File Number Record:

811-22818

File Number Record: 5

File Number Record:

811-07705

File Number Record: 6

File Number Record:

811-09140

File Number Record: 7

File Number Record:

811-04642

File Number Record: 8

File Number Record:

811-06161

File Number Record: 9

File Number Record:

811-07455

File Number Record: 10

File Number Record:

811-00945

File Number Record: 11

File Number Record:

811-21989

File Number Record: 12

File Number Record:

811-22608

File Number Record: 13

File Number Record:

811-03445

File Number Record: 14

File Number Record:

811-22167

File Number Record: 15

File Number Record:

811-23968

File Number Record: 16

File Number Record:

811-24038

File Number Record: 17

File Number Record:

811-21279

File Number Record: 18

File Number Record:

811-22473

File Number Record: 19

File Number Record:

811-21338

File Number Record: 20

File Number Record:

811-21284

File Number Record: 21

File Number Record:

811-23039

Director Record: 9

a. Full Name

Donald C. Burke

b. CRD number, if any

N/A

c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?

Yes

d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)

File Number Record: 1

File Number Record:

811-24038

File Number Record: 2

File Number Record:

811-23968

File Number Record: 3

File Number Record:

811-22167

File Number Record: 4

File Number Record:

811-04915

File Number Record: 5

File Number Record:

811-07705

File Number Record: 6

File Number Record:

811-23039

File Number Record: 7

File Number Record:

811-21338

File Number Record: 8

File Number Record:

811-06416

File Number Record: 9

File Number Record:

811-22533

File Number Record: 10

File Number Record:

811-21279

File Number Record: 11

File Number Record:

811-03445

File Number Record: 12

File Number Record:

811-22608

File Number Record: 13

File Number Record:

811-21284

File Number Record: 14

File Number Record:

811-22818

File Number Record: 15

File Number Record:

811-09140

File Number Record: 16

File Number Record:

811-23446

File Number Record: 17

File Number Record:

811-21417

File Number Record: 18

File Number Record:

811-07455

File Number Record: 19

File Number Record:

811-06161

File Number Record: 20

File Number Record:

811-21989

File Number Record: 21

File Number Record:

811-00945

File Number Record: 22

File Number Record:

811-04642

File Number Record: 23

File Number Record:

811-22473

File Number Record: 24

File Number Record:

811-22906

Item B.9. Chief compliance officer.

Provide the information requested below about each person serving as chief compliance officer of the Registrant for purposes of rule 38a-1 (17 CFR 270.38a- 1):

Chief compliance officer Record: 1

a. Full Name

Timothy Branigan

b. CRD Number, if any

005980557

c. Street Address 1

One Financial Plaza

Street Address 2

26th Floor

d. City

Hartford

e. State, if applicable

CONNECTICUT

f. Foreign country, if applicable

UNITED STATES OF AMERICA

g. Zip code and zip code extension, or foreign postal code

06103

h. Telephone number (including country code if foreign)

XXXXXX

i. Has the chief compliance officer changed since the last filing?

Yes

If the chief compliance officer is compensated or employed by any person other than the Registrant, or an affiliated person of the Registrant, for providing chief compliance officer services, provide:

CCO employer Record: 1

i. Name of the person

N/A

ii. Person's IRS Employer Identification Number

N/A

Item B.10. Matters for security holder vote.

Instruction. Registrants registered on Forms N-3, N-4 or N-6, should respond "yes" to this Item only if security holder votes were solicited on contract-level matters.

Were any matters submitted by the Registrant for its security holders' vote during the reporting period?

Yes

a. If yes, and to the extent the response relates only to certain series of the Registrant, indicate the series involved:

1. Series name

2. Series identification number

Item B.11. Legal proceeding.

Instruction. For purposes of this Item, the following proceedings should be described: (1) any bankruptcy, receivership or similar proceeding with respect to the Registrant or any of its significant subsidiaries; (2) any proceeding to which any director, officer or other affiliated person of the Registrant is a party adverse to the Registrant or any of its subsidiaries; and (3) any proceeding involving the revocation or suspension of the right of the Registrant to sell securities.

a. Have there been any material legal proceedings, other than routine litigation incidental to the business, to which the Registrant or any of its subsidiaries was a party or of which any of their property was the subject during the reporting period?

Yes

b. Has any proceeding previously reported been terminated?

Yes

Item B.12. Fidelity bond and insurance (management investment companies only).

a. Were any claims with respect to the Registrant filed under a fidelity bond (including, but not limited to, the fidelity insuring agreement of the bond) during the reporting period?

Yes

Item B.13. Directors and officers/errors and omissions insurance (management investment companies only).

a. Are the Registrant's officers or directors covered in their capacities as officers or directors under any directors and officers/errors and omissions insurance policy owned by the Registrant or anyone else?

Yes

i. If yes, were any claims filed under the policy during the reporting period with respect to the Registrant?

Yes

Item B.14. Provision of financial support.

Instruction. For purposes of this Item, a provision of financial support includes any (1) capital contribution, (2) purchase of a security from a Money Market Fund in reliance on rule 17a-9 under the Act (17 CFR 270.17a-9), (3) purchase of any defaulted or devalued security at fair value reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio, (4) execution of letter of credit or letter of indemnity, (5) capital support agreement (whether or not the Registrant ultimately received support), (6) performance guarantee, or (7) other similar action reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio. Provision of financial support does not include any (1) routine waiver of fees or reimbursement of Registrant's expenses, (2) routine inter-fund lending, (3) routine inter-fund purchases of Registrant's shares, or (4) action that would qualify as financial support as defined above, that the board of directors has otherwise determined not to be reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio.

Did an affiliated person, promoter, or principal underwriter of the Registrant, or an affiliated person of such a person, provide any form of financial support to the Registrant during the reporting period?

Yes

Item B.15. Exemptive orders.

a. During the reporting period, did the Registrant rely on any orders from the Commission granting an exemption from one or more provisions of the Act, Securities Act or Exchange Act?

Yes

Release number Record: 1

i. If yes, provide below the release number for each order

IC-28485

Item B.16. Principal underwriters.

a. Provide the information requested below about each principal underwriter:

i. Full name

ii. SEC file number (e.g., 8-)

iii. CRD number

iv. Identifying number(s)

LEI

RSSD ID

v. State, if applicable

vi. Foreign country, if applicable

vii. Is the principal underwriter an affiliated person of the Registrant, or its investment adviser(s) or depositor?

Yes

b. Have any principal underwriters been hired or terminated during the reporting period?

Yes

Item B.17. Independent public accountant.

Provide the following information about each independent public accountant:

Public accountant Record: 1

a. Full Name

PricewaterhouseCoopers LLP

b. PCAOB Number

238

c. Identifying number(s)

LEI

5493002GVO7EO8RNNS37

RSSD ID

d. State, if applicable

PENNSYLVANIA

e. Foreign country, if applicable

UNITED STATES OF AMERICA

f. Has the independent public accountant changed since the last filing?

Yes

Item B.18. Report on internal control (management investment companies only).

Instruction. Small business investment companies are not required to respond to this item.

For the reporting period, did an independent public accountant's report on internal control note any material weaknesses?

Yes

Item B.19. Audit opinion.

For the reporting period, did an independent public accountant issue an opinion other than an unqualified opinion with respect to its audit of the Registrant's financial statements?

Yes

Item B.20. Change in valuation methods.

Instruction. Responses to this item need not include changes to valuation techniques used for individual securities (e.g., changing from market approach to income approach for a private equity security). In responding to Item B.20.c., provide the applicable "asset type" category specified in Item C.4.a. of Form N-PORT. In responding to Item B.20.d., provide a brief description of the type of investments involved. If the change in valuation methods applies only to certain sub-asset types included in the response to Item B.20.c., please provide the sub-asset types in the response to Item B.20.d. The responses to Item B.20.c. and Item B.20.d. should be identical only if the change in valuation methods applies to all assets within that category.

Have there been material changes in the method of valuation (e.g., change from use of bid price to mid price for fixed income securities or change in trigger threshold for use of fair value factors on international equity securities) of the Registrant's assets during the reporting period?

Yes

Item B.21. Change in accounting principles and practices.

Have there been any changes in accounting principles or practices, or any change in the method of applying any such accounting principles or practices, which will materially affect the financial statements filed or to be filed for the current year with the Commission and which has not been previously reported?

Yes

Item B.23. Rule 19a-1 notice (management investment companies only).

During the reporting period, did the Registrant pay any dividend or make any distribution in the nature of a dividend payment, required to be accompanied by a written statement pursuant to section 19(a) of the Act (15 U.S.C. 80a-19(a)) and rule 19a-1 thereunder (17 CFR 270.19a-1)?

Yes

Payment dividend series info Record: 1

a. If yes, and to the extent the response relates only to certain series of the Registrant, indicate the series involved:

i. Series name

Virtus Total Return Fund Inc.

ii. Series identification number

N/A

N-CEN:Part C: Additional Questions for Management Investment Companies

General Instruction.

Management investment companies that offer multiple series must complete Part C as to each series separately, even if some information is the same for two or more series. To begin this section or add an additional series(s), click on the bar labeled "Add a New Series" below.

Management Investment Record: 1

Item C.1. Background information.

a. Full Name of the Fund

Virtus Total Return Fund Inc.

b. Series identication number, if any

c. LEI

549300KKRHI4GF7RNQ81

d. Is this the first filing on this form by the Fund?

Yes

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?

b. How many new Classes of shares of the Fund were added during the reporting period?

c. How many Classes of shares of the Fund were terminated during the reporting period?

d. For each Class with shares outstanding, provide the information requested below:

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund
i. Checkbox not checked

Exchange-Traded Fund
ii. Checkbox not checked

Exchange-Traded Managed Fund
b. Checkbox not checked

Index Fund

c. Checkbox not checked

Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark
d. Checkbox not checked

Interval Fund
e. Checkbox not checked

Fund of Funds
f. Checkbox not checked

Master-Feeder Fund
g. Checkbox not checked

Money Market Fund
h. Checkbox not checked

Target Date Fund
i. Checkbox not checked

Underlying fund to a variable annuity or variable life insurance contract
Checkbox checked

N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?

Yes

b. Did the Fund lend any of its securities during the reporting period?

Yes

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

i. Full name of securities lending agent

ii. Identifying number(s)

LEI

RSSD ID

iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?

Yes

iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?

Yes

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

1. Name of person providing indemnification

2. Identifying number(s)

LEI

RSSD ID

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:

ii. Identifying number(s)

LEI

RSSD ID

iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?

Yes

iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?

Yes

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):

i. Revenue sharing split
Checkbox not checked

ii. Non-revenue sharing split (other than administrative fee)
Checkbox not checked

iii. Administrative fee
Checkbox not checked

iv. Cash collateral reinvestment fee
Checkbox not checked

v. Indemnification fee
Checkbox not checked

vi. Other

N/A

f. Provide the monthly average of the value of portfolio securities on loan during the reporting period

N/A

g. Provide the net income from securities lending activities

N/A

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)
Checkbox not checked

b. Rule 12d1-1 (17 CFR 270.12d1-1)
Checkbox not checked

c. Rule 15a-4 (17 CFR 270.15a-4)
Checkbox not checked

d. Rule 17a-6 (17 CFR 270.17a-6)
Checkbox not checked

e. Rule 17a-7 (17 CFR 270.17a-7)
Checkbox not checked

f. Rule 17a-8 (17 CFR 270.17a-8)
Checkbox not checked

g. Rule 17e-1 (17 CFR 270.17e-1)
Checkbox not checked

h. Rule 22d-1 (17 CFR 270.22d-1)
Checkbox not checked

i. Rule 23c-1 (17 CFR 270.23c-1)
Checkbox checked

j. Rule 32a-4 (17 CFR 270.32a-4)
Checkbox not checked

k. Rule 6c-11 (17 CFR 270.6c-11)
Checkbox checked

l. Rule 12d1-4 (17 CFR 270.12d1-4)
Checkbox not checked

m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))
Checkbox checked

n. Rule 18f-4 (17 CFR 270.18f-4)

Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?

ii.

Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?

iii.

Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?

iv.

Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?

Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?

vi.

Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?

N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?

Yes

b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?

Yes

c. Are the fees waived subject to recoupment?

Yes

d. Were any expenses previously waived recouped during the period?

Yes

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1

i. Full name

Virtus Investment Advisers, LLC

ii. SEC file number (e.g., 801-)

801-5995

iii.CRD number

000106982

iv. Identifying number(s)

LEI

5493008GM1PP47SEXR11

RSSD ID

v. State, if applicable

DELAWARE

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Was the investment adviser hired during the reporting period?

Yes

b. If an investment adviser (other than a sub-adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name

ii. SEC file number (e.g., 801-)

iii. CRD number

iv. Identifying number(s)

LEI

RSSD ID

v. State, if applicable

vi. Foreign country, if applicable

vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

Sub Advisors Record: 1

i. Full name

Virtus Fixed Income Advisers, LLC

ii. SEC file number (e.g., 801-), if applicable

801-68743

iii. CRD number

000146029

iv. Identifying number(s)

LEI

549300L7I4W19C7JV575

RSSD ID

v. State, if applicable

DELAWARE

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?

Yes

viii. Was the sub-adviser hired during the reporting period?

Yes

Sub Advisors Record: 2

i. Full name

Duff & Phelps Investment Management Co.

ii. SEC file number (e.g., 801-), if applicable

801-14813

iii. CRD number

000107296

iv. Identifying number(s)

LEI

549300W01Z54L5RHPJ40

RSSD ID

v. State, if applicable

ILLINOIS

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?

Yes

viii. Was the sub-adviser hired during the reporting period?

Yes

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name

ii. SEC file number (e.g., 801-)

iii. CRD number

iv. Identifying number(s)

LEI

RSSD ID

v. State, if applicable

vi. Foreign country, if applicable

vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1

i. Full name

Computershare Trust Company N.A.

ii.SEC file number (e.g., 84- or 85-)

85-11340

iii. Identifying number(s)

LEI

2549001YYB62BVMSAO13

RSSD ID

iv. State, if applicable

RHODE ISLAND

v. Foreign country, if applicable

UNITED STATES OF AMERICA

vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?

Yes

vii. Is the transfer agent a sub-transfer agent?

Yes

b. Has a transfer agent been hired or terminated during the reporting period?

Yes

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1

i. Full name

Bloomberg L.P.

ii. Identifying number(s)

LEI

549300B56MD0ZC402L06

RSSD ID

Other identifying number

Description of other identifying number

iii. State, if applicable

NEW YORK

iv. Foreign country, if applicable

UNITED STATES OF AMERICA

v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?

Yes

Pricing Services Record: 2

i. Full name

PricingDirect Inc.

ii. Identifying number(s)

LEI

549300WIC0TOJ7N7GD54

RSSD ID

Other identifying number

Description of other identifying number

iii. State, if applicable

DELAWARE

iv. Foreign country, if applicable

UNITED STATES OF AMERICA

v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?

Yes

Pricing Services Record: 3

i. Full name

IHS Markit Ltd.

ii. Identifying number(s)

LEI

549300HLPTRASHS0E726

RSSD ID

Other identifying number

Description of other identifying number

iii. State, if applicable

iv. Foreign country, if applicable

UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND

v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?

Yes

Pricing Services Record: 4

i. Full name

LSEG Data & Analytics

ii. Identifying number(s)

LEI

N/A

RSSD ID

N/A

Other identifying number

Description of other identifying number

iii. State, if applicable

iv. Foreign country, if applicable

UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND

v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?

Yes

Pricing Services Record: 5

i. Full name

ICE Data Services, Inc.

ii. Identifying number(s)

LEI

N/A

RSSD ID

N/A

Other identifying number

13-3668779

Description of other identifying number

Tax ID

iii. State, if applicable

NEW YORK

iv. Foreign country, if applicable

UNITED STATES OF AMERICA

v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?

Yes

b. Was a pricing service hired or terminated during the reporting period?

Yes

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1

i. Full name

The Bank of New York Mellon SA/NV, Asset Servicing, Niederlassung Frankfurt am Main

ii. Identifying number(s)

LEI

5299008ORSGF0TGLSC98

RSSD ID

iii. State, if applicable

iv. Foreign country, if applicable

GERMANY

v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?

Yes

vi. Is the custodian a sub-custodian?

Yes

vii. With respect to the custodian, check below to indicate the type of custody:

1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
Radio button not checked

2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1)
Radio button not checked

3.Self - rule 17f-2 (17 CFR 270.17f-2)
Radio button not checked

4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
Radio button checked

5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Radio button not checked

6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6)
Radio button not checked

7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7)
Radio button not checked

8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
Radio button not checked

9.Other

Custodians Record: 2

i. Full name

CBM BANCO, S.A., INSTITUCION DE BANCA MULTIPLE, INTEGRANTE DEL GRUPO FINANCIERO

ii. Identifying number(s)

LEI

529900H31AYI6WA1J534

RSSD ID

iii. State, if applicable

iv. Foreign country, if applicable

MEXICO

SEC Form N-CEN filed by Virtus Total Return Fund Inc.