Phoenix Equity Planning Corp. 56 Prospect Street P.O. Box 150480 Hartford, Connecticut 06115-0480 Re: Administration Agreement Ladies and Gentlemen:

Exhibit K(3)

March 1, 2006

Phoenix Equity Planning Corp.
00 Xxxxxxxx Xxxxxx
P.O. Box 150480
Hartford, Connecticut 06115-0480

     Re: Administration Agreement

Ladies and Gentlemen:

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

     “3. As full compensation for the services performed and the facilities furnished by the Administrator, the Fund shall pay the Administrator a fee at the annual rate of 0.065% of the average daily net assets of the Fund during the previous month.”

Kindly indicate your agreement to the foregoing by signing and returning a copy of this letter.

Very truly yours,

Xxxxxxx Xxxx,
Executive Vice President

AGREED TO:

PHOENIX EQUITY PLANNING CORP.

By: /s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		VP, Operations

000 Xxxxx Xxxxxx • Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000