Virtus Total Return Fund Inc. — Major Shareholding Notification 2015

Dec 29, 2015

SC 13D/A 1 ztr13da7.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 7) 1 The Zweig Total Return Fund, Inc. (ZTR) (Name of Issuer) Common Stock (Title of Class of Securities) 989837208 (CUSIP Number) Daniel Lippincott, Senior Tax-Sensitive Manager Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully's Trail Pittsford, New York 14534 (585) 586-4680 Adam W. Finerman, Esq. Olshan Frome Wolosky LLP Park Avenue Tower 65 East 55th Street New York, New York 10022 (212) 451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 21, 2015 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent. ____ 1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

CUSIP No.: 989837208 1. Names of Reporting Persons. Karpus Management, Inc., d/b/a Karpus Investment Management 2. Check the Appropriate Box if a Member of a Group (a)  (b)  3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization New York Number of Shares Beneficially Owned by Each reporting Person With:*

11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,797,388 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 8.7% 14. Type of Reporting Person (See Instructions) IA

1. Names of Reporting Persons. George W. Karpus 2. Check the Appropriate Box if a Member of a Group (a)  (b)  3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization USA Number of Shares Beneficially Owned by Each reporting Person With:*

11. Aggregate Amount Beneficially Owned by Each Reporting Person 98,601 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) Less than 1% 14. Type of Reporting Person (See Instructions) IN See Items 2 and 5, below.

The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned ("Amendment No. 7"). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.

Item 2. Identity and Background. Item 2 is hereby amended and restated to read as follows:

Item 3. Source and Amount of Funds or Other Considerations. Item 3 is hereby amended and restated to read as follows:

Item 4. Purpose of Transaction. Item 4 is hereby amended and restated to read as follows:

Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated to read as follows:

Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer. Item 6 is hereby amended to add the following:

Item 7. Materials to be Filed as Exhibits. Item 7 is hereby amended and restated to read as follows.

SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Karpus Management, Inc. By: /s/ ____ Name: Daniel Lippincott Title: Senior Tax-Sensitive Manager Date: December 29, 2015 /s/ _____ George W. Karpus

SCHEDULE A Executive Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management****

Name and Position	Present Principal Occupation	Business Address	Shares Owned
George W. Karpus	President, CEO, and Chairman of the Board	183 Sully's Trail, Pittsford, New York 14534	See Above
Kathleen Finnerty Crane	Chief Financial Officer and Chief Compliance Officer	183 Sully's Trail, Pittsford, New York 14534	30 Shares
Dana R. Consler	Executive Vice President	183 Sully's Trail, Pittsford, New York 14534	1,500 Shares
Thomas M. Duffy	Vice President	183 Sully's Trail, Pittsford, New York 14534	None
Sharon L. Thornton	Senior Director of Investments	183 Sully's Trail, Pittsford, New York 14534	None
Daniel L. Lippincott	Sr. Tax-Sensitive Manager and Director of Investment Personnel	183 Sully's Trail, Pittsford, New York 14534	None

SCHEDULE B Transactions in the Shares During the Past Sixty Days KARPUS MANAGEMENT, INC., D/B/A KARPUS INVESTMENT MANAGEMENT

Date	Shares	Price Per Share
12/7/2015	12,000	12.15
12/8/2015	14	12.1
12/15/2015	(1,775)	11.93

THE KARPUS ENTITIES (GEORGE W. KARPUS)

Date	Shares	Price Per Share
12/2/2015	10,300	12.29

EXHIBIT 99.1

JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Zweig Total Return Fund, Inc., a Maryland corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. Dated: December 29, 2015 Karpus Management, Inc. By: /s/ ____ Name: Daniel Lippincott Title: Senior Tax-Sensitive Manager /s/ _____ George W. Karpus

EXHIBIT 99.2

Letter to the Fund VIA FEDERAL EXPRESS December 21, 2015 William Renahan, Esq., Secretary The Zweig Total Return Fund, Inc. 101 Munson Street Greenfield, Massachusetts 01301-9683 RE: The Zweig Total Return Fund, Inc. ("ZTR" or the "Fund") Mr. Renahan, This letter shall serve as notice to the The Zweig Total Return Fund, Inc. ("ZTR" or the "Fund"), as to Karpus Management, Inc.'s ("Karpus") timely submittal of a shareholder proposal pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 for presentation to ZTR shareholders at the Fund's next annual shareholders' meeting anticipated to be held in June 2016, or any postponement or adjournment thereof (the "Meeting"). Karpus' non-binding 14a-8 shareholder proposal (the "Proposal") is as follows: BE IT RESOLVED , the shareholders of The Zweig Total Return Fund, Inc. ("ZTR" or the "Fund") request the Board of Directors promptly consider authorizing a self-tender offer for all outstanding common shares of the Fund at or close to net asset value ("NAV"). If more than 50% of the Fund's outstanding common shares are tendered, the tender offer should be cancelled and the Board should take the steps necessary to liquidate, merge, or convert the Fund to an open-end mutual fund. Supporting Statement A Fund's NAV is the total value of a fund's assets minus its liabilities. When compared to an index (such as the blended benchmark for ZTR), it provides investors and Boards with a way to examine whether an Adviser is meeting or exceeding benchmark returns. Based on data provided by the Fund on their most recent fact sheet, as of September 30, 2015, ZTR's net asset value performance has underperformed across each time period except for the 10 year (and there only outperformed by 0.21%). As the Fund's own data shows, on average ZTR has underperformed by 1.59% per year since the Fund's inception. Average Annual Total Returns (as of 9/30/2015)

	QTD	YTD	1 Yr.	3 Yr.	5 Yr.	10 Yr.	Since Inception (9/30/1988)
NAV	-6.98%	-6.99%	-4.55%	5.96%	7.05%	5.85%	6.40%
Blended Benchmark	-2.39%	-1.64%	1.70%	6.86%	8.01%	5.64%	7.99%
Over/Under Performance	-4.59%	-5.35%	-6.25%	-0.90%	-0.96%	0.21%	-1.59%

Source: https://www.virtus.com/vSitemanager/Upload/Docs/ClosedEndFunds/ZTR/Zweig%20Total%20Return%20Factsheet.pdf When funds underperform, investors require: (1) a thoughtful and thorough explanation of management's recent decisions, and (2) the Board's plan going forward. Neither of these proactive steps have been offered by the Board, which is why we believe the Fund's underperformance has also led to perpetually wide discounts. Although the Board has repurchased shares, doing so has not meaningfully impacted the Fund's discount or significantly added to shareholder value. Also, when the Board recommended for the removal of the Fund's lifeboat provision in 2012, shareholders lost a major safeguard that the Fund originally put in place for their protection. The Fund's excessive discount level indicates that the market has lost faith in the Adviser's ability to significantly add to shareholder value. Compounding the problem, the Board has done little to address the Adviser's poor performance. These are just a couple of reasons why we believe our proposal should be implemented. If put in place and a majority of outstanding shares are tendered, this would indicate that shareholders do not support the Fund continuing in its closed-end fund format. The Fund and Board are likely to come up with a litany of arguments against our Proposal but the simple fact of the matter is that the Board has not been able to effectively manage the Fund's discount, nor have they taken action to address Zweig Advisers LLC's perpetual underperformance. Please vote FOR Karpus' Proposal and tell ZTR's Board that you want it to take more effective action to narrow the Fund's discount. END OF PROPOSAL As is required by Rule 14a-8, attached as Exhibits 1 and 2 are letters from U. S. Bank N.A. and the "record" holder of the referenced shares, verifying that the referenced shares were continuously and beneficially owned, and had a market value of $2,000 or more, for at least a one year period prior to the date of the submittal of the above Proposal. Karpus intends to hold the shares referenced through the date of the Meeting. Please advise us immediately if this notice is deficient in any way or if any additional information is required so that Karpus may promptly provide it in order to cure any deficiency. Sincerely, Brett D. Gardner Senior Corporate Governance Analyst Exhibit 1 U.S. Bank N.A. Letter Exhibit 2 Cede & Co. Letter