Filing Details
- Accession Number:
- 0001048703-16-000140
- Form Type:
- 13D Filing
- Publication Date:
- 2016-09-09 13:03:43
- Filed By:
- Karpus Management, Inc.
- Company:
- Virtus Total Return Fund Inc. (NYSE:ZTR)
- Filing Date:
- 2016-09-09
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Karpus Investment Management | 1,554,058 | 9,099 | 1,554,058 | 9,099 | 1,554,058 | 5.65% |
| George W. Karpus | 55,816 | 55,816 | 64,915 | Less than 1% |
Filing
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. 11)
1
Zweig Total Return Fund, Inc.
(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
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
Authorized to Receive Notices and Communications)
August 31, 2016
(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 | NAME OF REPORTING PERSON
Karpus Investment Management
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
1,554,058
| |
| 8 | SHARED VOTING POWER
-
| ||
| 9 | SOLE DISPOSITIVE POWER
1,554,058
| ||
| 10 | SHARED DISPOSITIVE POWER
-
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,554,058
| ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.65%
| ||
| 14 | TYPE OF REPORTING PERSON IA | ||
CUSIP NO.
989837208
| 1 | NAME OF REPORTING PERSON
George W. Karpus
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
55,816
| |
| 8 | SHARED VOTING POWER
9,099
| ||
| 9 | SOLE DISPOSITIVE POWER
55,816
| ||
| 10 | SHARED DISPOSITIVE POWER
9,099
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,915
| ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
| ||
| 14 | TYPE OF REPORTING PERSON OO | ||
CUSIP NO.
989837208
The following constitutes Amendment No. 11 to the Schedule 13D filed by the undersigned (“Amendment No. 11”). This Amendment No. 11 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus") and George W. Karpus, the President and CEO of Karpus are referred to as a "Reporting Person" and collectively as "Reporting Persons". Mr. Karpus is the President and CEO of Karpus. Mr. Karpus owns Shares individually and may be deemed to be the beneficial owner of Shares held by the Karpus Family Foundation, Inc. and the Karpus Investment Management Defined Benefit Plan (collectively, the "Karpus Entities"). Each of the Reporting Persons is party to that certain Joint Filing Agreement previously filed. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
Karpus, an independent registered investment advisor, has accumulated 1,554,058 Shares on behalf of accounts that are managed by Karpus (the "Accounts") under limited powers of attorney, which represents 5.65% of the outstanding Shares. All funds that have been utilized in making such purchases are from such Accounts.
The aggregate purchase price of the 1,554,058 Shares beneficially owned by Karpus Investment Management is approximately $19,216,707 , excluding brokerage commissions.
The aggregate purchase price of the 64,915 Shares held by Mr. Karpus and the Karpus Entities is approximately $845,308 , excluding brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a)-(c) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 27,531,075 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer's Certified Shareholder Report of Registered Management Investment Companies on Form N-CSR, filed with the Securities and Exchange Commission on March 10, 2016 and adjusted for shares tendered as stated in the Fund's June 3, 2016 press release.
SIGNATURES
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.
Dated:
September 9, 2016
| KARPUS MANAGEMENT, INC. | |||
| By: | /s/ Daniel Lippincott | ||
| Name: | Daniel Lippincott | ||
| Title: | Senior Tax-Sensitive Manager | ||
| /s/ George W. Karpus | |
| GEORGE W. KARPUS |