ZTR.US Tender Offer

Virtus Total Return Fund Inc. (ZTR.US) is offering to purchase up to 10% of its outstanding shares of common stock, par value USD 0.001 per share (the Shares), or 6,857,832.80 of its outstanding Shares of common stock, for cash at a price per Share equal to 98% of the net asset value per Share (NAV) as of the close of regular trading on the New York Stock Exchange (NYSE) on the business day immediately following the day the Offer expires (or, if the Offer is extended, the business day immediately following the extended periods expiration date) (the Pricing Date) upon specified terms and subject to conditions as set forth in the Offer documents. Participants should obtain the Virtus Offer to Purchase dated 02/04/2024 for complete details of the offer. Participants should consult their tax advisor for complete details in reference to withholding taxes.

The terms of the offer are as follows:

Option (1): Take no action [Default option]

Option (2): Tender Shares – 98% OF THE NAV PER SHARE (pursuant to the Offer to Purchase, less any applicable withholding taxes）

The deadline to tender shares to the offer will be 24/04/2024@ 16:00 (HONG KONG TIME GMT+8).

In the absence of an election, no action will be taken.

Please fill in the following information and use the registered email address of Futu to send an email to cs@futuhk.com.

1. Account Number:
2. Name: (In Chinese or English)
3. Stock code: ZTR.US
4. Options: (1) or (2)
5. Number of shares participating in corporate actions:

Note to applicants:
1. For shareholders holding less than 1 share of ZTR.US, they cannot participate in related corporate actions.
2. Option (1) is the default option (no need to reply to the email). If you do not reply to the email, the default option will be selected on the above corporate action deadline.
3. Once the relevant application is submitted, the stocks participating in the company's actions cannot be traded and the application cannot be withdrawn.
4. This corporate action does not accept additional applications, the maximum number of applications that a client can apply for does not exceed the number of eligible shares it holds.
5. The pending orders and unsettled shares will not be accepted for the time being.
6. Please confirm that the account funds are sufficient to pay the relevant fees of this corporate action. Otherwise, we will not bear any responsibility for the failure of your application.
7. If there is any update, all the information released by the listed company shall prevail.

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