On May 20, 2016, Virtus Total Return Fund filed a definitive proxy statement and urged the shareholders to vote for the Board’s nominee in Proposal 1 and against Proposal 2 by completing and returning the white proxy card in the return envelope provided. Further, the Company added that Bulldog’s proposal serves its own short-term interests and fails to address the finality of liquidation, its impact on long-term investors, and the potential for high costs and negative tax consequences. Further, the Company added that Institutional Shareholder Services, Inc., an independent corporate governance analysis firm, spoke with representatives of both the Adviser and Bulldog and recommended votes for Proposal 1, and against Proposal 2.