0000950123-06-015517 Sample Contracts

CUSTODIAN CONTRACT Between EACH OF THE PARTIES LISTED ON APPENDIX 1 and STATE STREET BANK AND TRUST COMPANY
Master Custodian Contract • December 22nd, 2006 • Zweig Total Return Fund Inc • London

This Amendment to the Master Custodian Contract is made effective as of July 2, 2001 by and between each party listed on Appendix 1 affixed to the Master Custodian Contract (as amended from time to time, the “Fund”) and State Street Bank and Trust Company (the “Custodian” or “Foreign Custody Manager”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Master Custodian Contract referred to below.

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Phoenix Equity Planning Corp. 56 Prospect Street P.O. Box 150480 Hartford, Connecticut 06115-0480 Re: Administration Agreement Ladies and Gentlemen:
Zweig Total Return Fund Inc • December 22nd, 2006

This will confirm that effective as of March 1, 2006, the first sentence of Section 3 of the Administration Agreement between The Zweig Total Return Fund, Inc. and Phoenix Equity Planning Corp. is amended and restated to read as follows:

ASSIGNMENT
Zweig Total Return Fund Inc • December 22nd, 2006

For valuable consideration, the receipt of which is hereby acknowledged, Zweig/Glaser Advisers, LLC (“ZGA”) hereby assigns, transfers and delivers to Phoenix Equity Planning Corporation (“PEPCO”) all of ZGA’s rights and obligations under the administration agreement, dated as of March 1,1999, between ZGA and The Zweig Total Return Fund, Inc., such assignment to be effective as of October 31,1999.

THE ZWEIG TOTAL RETURN FUND, INC. ADMINISTRATION AGREEMENT
Administration Agreement • December 22nd, 2006 • Zweig Total Return Fund Inc • New York

ADMINISTRATION AGREEMENT, dated as of the 1st day of March, 1999 between THE ZWEIG TOTAL RETURN FUND, INC., a Maryland corporation (the “Fund”), and ZWEIG/GLASER ADVISERS, a New York general partnership (the “Administrator”).

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