SEC Form SC 13G/A filed by Virtus Total Return Fund Inc. (Amendment)

2/9/24 12:46:24 PM ET

Investment Managers

Finance

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SC 13G/A 1 13GAmend1ZTR2924.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) ----------------------------------------------------------------------- Virtus Total Return Fund Inc. (ZTR) ------------------------------------------------------------------------ (Name of Issuer) Common Stock ------------------------------------------------------------------------ (Title of Class of Securities) 92835W107 ------------------------------------------------------------------------ (CUSIP Number) December 31, 2023 ------------------------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * 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 the disclosures provided in a prior cover page. The information required in 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. 92835W107 13G Page 2 of 6 Pages ----------------------------- ------------------------------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sit Investment Associates, Inc. 41-1404829 --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |___| (b) |_X_| --------------------------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Minnesota --------------------------------------------------------------------------- 5 SOLE VOTING POWER 4,020,721 NUMBER OF ------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING 4,020,721 PERSON ------------------------------------------------------- WITH 8 SHARED DISPOSITIVE POWER -0- --------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,020,721 -------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable --------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.86% --------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) Sit Investment Associates, Inc. (client accounts) IA -------------------------------------------------------------------------- ------------------------------ -------------------------- CUSIP No. 92835W107 13G Page 3 of 6 Pages ------------------------------ -------------------------- ITEM 1 (a) Name of Issuer: Virtus Total Return Fund Inc. (ZTR) ITEM 1 (b) Address of Issuer's Principal Executive Offices: 101 Munson Stret Greenfield, MA 01301-9668 ITEM 2 (a) Name of Person Filing: Sit Investment Associates, Inc. Sit Investment Associates, Inc. ("SIA") is an Investment Adviser registered under section 203 of the Investment Advisers Act of 1940. SIA has one subsidiary registered Investment Adviser: 1. Sit Fixed Income Advisors II, LLC 41-1894024. SIA is the Investment Advisor for fourteen mutual funds (the "Funds") which are comprised of five registered investment companies, two of which consist of series funds as listed below. SIA has the voting power and dispositive power for all securities owned by SIA and the following mutual funds. 1) Sit Mid Cap Growth Fund, Inc. 2) Sit Large Cap Growth Fund, Inc. 3) Sit U.S. Government Securities Fund, Inc. Sit Mutual Funds, Inc. 4) Sit International Growth Fund (series A) 5) Sit Balanced Fund (series B) 6) Sit Developing Markets Growth Fund (series C) 7) Sit Small Cap Growth fund (series D) 8) Sit Dividend Growth Fund (series G) 9) Sit Global Dividend Growth Fund (series H) 10) Sit Small Cap Dividend Growth Fund (series I) 11) Sit ESG Growth Fund (series J) Sit Mutual Funds II, Inc. 12) Sit Tax-Free Income Fund (series A) 13) Sit Minnesota Tax-Free Income Fund (series B) 14) Sit Quality Income Fund (series E) Of the affiliated entities indicated above, only SIA and its affiliates (client accounts) beneficially owned shares of the Issuer common stock as of December 31, 2023. ------------------------------ -------------------------- CUSIP No. 92835W107 13G Page 4 of 6 Pages ------------------------------ -------------------------- ITEM 2 (b) Address of Principal Business Office or, if none, Residence: 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402 ITEM 2 (c) Citizenship: Minnesota Corporation ITEM 2 (d) Title of Class of Securities: Common Stock ITEM 2 (e) CUSIP Number: 92835W107 ITEM 3 (e) (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment company registered under section 8 of the Investment Company Act (e) [ X ] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund: see section 240.13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with section 240.13d- 1(b)(ii)(G) (Note: see Item 7) (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (j) [ ] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J) (k) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(K) ITEM 4 Ownership (a) Amount Beneficially Owned: Number of shares beneficially owned by each reporting person with sole voting power; and aggregate amount beneficially owned by each reporting person: SIA and Affiliates Ownership as of 12/31/23: Shares SIA (client accounts) 4,020,721 Total Shares Owned By SIA and Affiliated Entities 4,020,721 ------------------------------ -------------------------- CUSIP No. 92835W107 13G Page 5 of 6 Pages ------------------------------ --------------------------- (b) Percent of Class: Outstanding as of 12/31/23: 68,578,328 SIA and Affiliates Ownership @ 12/31/23: % Owned SIA (client accounts) 5.86% Total Shares Owned By SIA and Affiliated Entities 5.86% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 4,020,721 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 4,020,721 (iv) Shared power to dispose or to direct the disposition of: 0 ITEM 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. ITEM 6 Ownership of More than Five Percent on Behalf of Another Person: N/A ITEM 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: N/A ITEM 8 Identification and Classification of Members of the Group: N/A ITEM 9 Notice of Dissolution of Group: N/A ------------------------------ --------------------------- CUSIP No. 92835W107 13G Page 6 of 6 Pages ------------------------------ --------------------------- ITEM 10 Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purposes of effect, other than activities solely in connection with a nomination under 240.14a-11. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SIT INVESTMENT ASSOCIATES, INC. Date: February 9, 2024 By: /s/ Paul E. Rasmussen Title: Vice President

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SEC Form SC 13G/A filed by Virtus Total Return Fund Inc. (Amendment)

2/9/24 12:46:24 PM ET

$ZTR

Investment Managers

Finance

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SEC Form SC 13G/A filed by Virtus Total Return Fund Inc. (Amendment)

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SEC Form SC 13G/A filed by Virtus Total Return Fund Inc. (Amendment)

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Insider Trading

Bradley William Patrick Iii bought $27,350 worth of shares (5,000 units at $5.47), increasing direct ownership by 124% to 9,043 units (SEC Form 4)

Bradley William Patrick Iii bought $11,825 worth of shares (2,250 units at $5.26), increasing direct ownership by 125% to 4,043 units (SEC Form 4)

SEC Form 4: Wittwer Steven Glenn bought $30,994 worth of shares (6,000 units at $5.17)

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Insider Purchases

Bradley William Patrick Iii bought $27,350 worth of shares (5,000 units at $5.47), increasing direct ownership by 124% to 9,043 units (SEC Form 4)

Bradley William Patrick Iii bought $11,825 worth of shares (2,250 units at $5.26), increasing direct ownership by 125% to 4,043 units (SEC Form 4)

SEC Form 4: Wittwer Steven Glenn bought $30,994 worth of shares (6,000 units at $5.17)

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SEC Filings

Amendment: SEC Form SC TO-I/A filed by Virtus Total Return Fund Inc.

Amendment: SEC Form SC TO-I/A filed by Virtus Total Return Fund Inc.

SEC Form SC TO-I filed by Virtus Total Return Fund Inc.

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Press Releases

Virtus Total Return Fund Inc. Announces Preliminary Results of Tender Offer

Virtus Total Return Fund Inc. Announces Distributions and Discloses Sources of Distribution – Section 19(a) Notice

Virtus Total Return Fund Inc. Announces Commencement of Tender Offer

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Financials

Virtus Closed-End Funds Announce Results of Joint Annual Meeting of Shareholders

Virtus Closed-End Funds Announce Results of Joint Annual Meeting of Shareholders

Virtus Closed-End Funds Announce Results of Joint Annual Meeting of Shareholders

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Large Ownership Changes

Amendment: SEC Form SC 13G/A filed by Virtus Total Return Fund Inc.