ASSIGNMENT

Exhibit K(2)

ASSIGNMENT

     For valuable consideration, the receipt of which is hereby acknowledged, Xxxxx/Xxxxxx 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 Xxxxx Total Return Fund, Inc., such assignment to be effective as of October 31,1999.

     IN WITNESS WHEREOF, the undersigned has duly executed this Assignment.

XXXXX/XXXXXX ADVISERS, LLC

By: PHOENIX INVESTMENT PARTNERS, LTD, its sole member

 /s/ Xxxxx X. Xxxxxxx

Xxxxx X. Xxxxxxx

Vice President and Counsel