Exhibit 8.2
Amendment to Custodian Contract
AMENDMENT dated October 24, 1991, of a certain Custodian Agreement dated
March 10, 1988, (the "Custodian Agreement") between Phoenix Total Return Fund,
Inc. (the "Fund") and State Street Bank and Trust Company (the "Custodian").
WITNESSETH:
WHEREAS, the Fund and the Custodian desire to amend the Custodian
Agreement in order to provide for the lending of securities;
NOW, THEREFORE, the Fund and the Custodian hereby agree that said
Custodian Agreement shall be amended by adding the following new Section 18:
LOANS OF SECURITIES. As directed in writing by the Fund, the
Custodian shall participate in a securities lending program
sponsored and administered by the Custodian (the "Program"),
and in connection therewith, the Custodian is authorized to
release and deliver securities and return collateral received
for loaned securities in accordance with the provisions of the
Securities Lending Authorization Agreement between the Custodian
and the Fund.
IN WITNESS WHEREOF; the Fund and the Custodian have caused this amendment
to be executed and their seals affixed by their duly authorized representative,
as of the day and year first above written.
PHOENIX TOTAL RETURN FUND, INC.
ATTEST: /s/ Xxxxxxxx X. XxXxxxxxxx By: /s/ Xxxxxx X. XxXxxxxxxx
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Title: Assistant Secretary Title: President
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STATE STREET BANK AND TRUST COMPANY
ATTEST: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx Xx.
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Title: Assistant Secretary Title: Vice President
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78C389
WP1566/2
