Virtus Total Return Fund : April 15, 2021 - Joint Annual Meeting of Shareholders Proxy Statement

VIRTUS GLOBAL MULTI-SECTOR INCOME FUND

VIRTUS TOTAL RETURN FUND INC.

101 Munson Street

Greenfield, MA 01301-9668

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS

To be held on May 19, 2021

Notice is hereby given to the shareholders of Virtus Global Multi-Sector Income Fund ("VGI"), a Delaware statutory trust*, and Virtus Total Return Fund Inc. ("ZTR"), a Maryland corporation (each, a "Fund" and together, the "Funds"), that the Joint Annual Meeting of Shareholders of the Funds (the "Annual Meeting") will be held on May 19, 2021 at 9:00 a.m. Eastern Time, in conjunction with the annual meeting of Duff & Phelps Select MLP and Midstream Energy Fund Inc. (NYSE: DSE). In light of public health concerns regarding the coronavirus outbreak, the Annual Meeting will be held in a virtual meeting format only. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetingcenter.io/284810290on May 19, 2021 at 9:00 a.m. Eastern Time and entering the control number found in the shaded box of your proxy card. The password for the meeting is VIR2021. You will not be able to attend the meeting physically. The Annual Meeting is being held for the following purposes:

1. To elect directors of each Fund, as follows:

1. Elect George R. Aylward as a Class III trustee of VGI, by the VGI shareholders ("Proposal 1a");
2. Elect Connie D. McDaniel as a Class III trustee of VGI, by the VGI shareholders ("Proposal 1b");
3. Elect Philip R. McLoughlin as a Class III trustee of VGI, by the VGI shareholders ("Proposal 1c");
4. Elect Donald C. Burke as a Class I director of ZTR, by the ZTR shareholders ("Proposal 1d");

• The members of the Board of VGI are trustees, as that Fund is organized as a statutory trust; however, when referencing Board members generally throughout these proxy materials, we will refer to them as "directors" unless the context is specific to VGI.

1. Elect Sidney E. Harris as a Class I director of ZTR, by the ZTR shareholders ("Proposal 1e"); and
2. Elect James M. Oates as a Class I director of ZTR, by the ZTR shareholders ("Proposal 1f").

2. To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof, by the VGI and/or ZTR shareholders.

THE BOARD OF DIRECTORS (THE "BOARD") OF EACH FUND, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" ELECTING EACH DIRECTOR NOMINEE.

The Board has fixed the close of business on March 29, 2021 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. We urge you to mark, sign, date, and mail the enclosed proxy or proxies in the postage-paid envelope provided, or vote via the Internet or telephone, so you will be represented at the Annual Meeting.

By order of the Board,

Jennifer S. Fromm

Secretary

Virtus Global Multi-Sector Income Fund

Virtus Total Return Fund Inc.

Hartford, Connecticut

April 9, 2021

IMPORTANT:

Shareholders are cordially invited to attend the Annual Meeting (virtually). In order to avoid delay and additional expense, and to assure that your shares are represented, please vote as promptly as possible, even if you plan to attend the Annual Meeting (virtually). Please refer to the website and telephone number indicated on your proxy card for instructions on how to cast your vote. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote by mail, please complete, sign, date, and mail the enclosed proxy card. No postage is required if you use the accompanying envelope to mail the proxy card in the United States. The proxy is revocable and will not affect your right to vote in person (virtually) if you attend the Annual Meeting and elect to vote in person (virtually).

Instructions for signing proxy cards

The following general guidelines for signing proxy cards may be of assistance to you and avoid the time and expense to the Funds of validating your vote if you fail to sign your proxy card(s) properly.

1. Individual accounts: Sign your name exactly as it appears in the registration on the proxy card.
2. Joint accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card.
3. All other accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:

	Registrations		Valid Signature
Corporate Accounts	(1) ABC Corp	(1)	ABC Corp
	(2)	ABC Corp	(2)	John Doe, Treasurer
	(3)	ABC Corp. c/o John Doe, Treasurer	(3)	John Doe
	(4)	ABC Corp. Profit Sharing Plan	(4)	John Doe, Trustee
Partnership Accounts	(1) The XYZ partnership	(1)	Jane B. Smith, Partner
	(2)	Smith and Jones, limited partnership	(2)	Jane B. Smith, General
				Partner
Trust Accounts	(1) ABC Trust	(1)	John Doe, Trustee
	(2)	Jane B. Doe, Trustee u/t/d 12/28/78	(2)	Jane B. Doe
Custodial or Estate	(1) John B. Smith, Cust. f/b/o John B.	(1)	John B. Smith
Accounts	Smith, Jr. UGMA
	(2)	Estate of John B. Smith	(2)	John B. Smith, Jr.,
				Executor

PROXY STATEMENT

FOR

JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON

MAY 19, 2021

This Proxy Statement is furnished in connection with the solicitation by each Board of Directors (the "Board", or the "Directors") of Virtus Global Multi-Sector Income Fund, a Delaware statutory trust ("VGI"), and Virtus Total Return Fund Inc., a Maryland corporation ("ZTR") (each, a "Fund" and together, the "Funds"), of proxies to be voted at the Joint Annual Meeting of Shareholders of the Funds (the "Annual Meeting") on May 19, 2021 at 9:00 a.m. Eastern Time. In light of public health concerns regarding the coronavirus outbreak, the Annual Meeting will be held in a virtual meeting format only. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions by visiting: www.meetingcenter.io/284810290at the meeting date and time described in the accompanying proxy statement and entering the control number found in the shaded box of your proxy card. The password for the meeting is VIR2021. You will not be able to attend the meeting physically.

This document gives you the information you need to vote on the matters listed on the accompanying Notice of Joint Annual Meeting of Shareholders ("Notice of Annual Meeting"). This Proxy Statement, the Notice of Annual Meeting, and the proxy card are first being mailed to shareholders on or about April 15, 2021.

Summary of Proposals to be Voted Upon

			Shareholders
Proposal		Entitled to Vote
1a	Elect George R. Aylward as a Class III trustee of VGI		VGI shareholders
1b	Elect Connie D. McDaniel as a Class III trustee of VGI		VGI shareholders
1c	Elect Philip R. McLoughlin as a Class III trustee of VGI		VGI shareholders
1d	Elect Donald C. Burke as a Class I director of ZTR		ZTR shareholders
1e	Elect Sidney E. Harris as a Class I director of ZTR		ZTR shareholders
1f	Elect James M. Oates as a Class I director of ZTR		ZTR shareholders
2	Transact such additional business as properly comes		VGI and/or ZTR shareholders
	before the Meeting

The Annual Meeting is scheduled as a joint meeting of the respective shareholders of the Funds and the shareholders of Duff & Phelps Select MLP and Midstream Energy Fund Inc. (NYSE: DSE) because all three such funds are in the same family of funds and the shareholders of each such fund are expected to consider and vote on similar matters. Shareholders of each such