AMENDMENT TO CUSTODIAN CONTRACT Agreement made by and between State Street Bank and Trust Company (the "Custodian") and Keystone Fund for Total Return (the "Fund"). WHEREAS, the Custodian and the Fund are parties to a custodian contract dated February...

                         AMENDMENT TO CUSTODIAN CONTRACT

         Agreement  made by and between State Street Bank and Trust Company (the
"Custodian") and Keystone Fund for Total Return (the "Fund").

         WHEREAS, the Custodian and the Fund are parties to a custodian contract
dated  February  12,  1987 as amended  September  1,  1988,  January 1, 1989 and
February 8, 1990 (the "Custodian  Contract")  governing the terms and conditions
under which the Custodian  maintains  custody of the securities and other assets
of the Fund; and

         WHEREAS,  the  Custodian  and the Fund  desire  to amend  the terms and
conditions under which the Custodian  maintains the Fund's  securities and other
non-cash property in the custody of certain foreign sub-custodians in conformity
with the requirements of Rule 17f-5 under the Investment Company Act of 1940, as
amended;

         NOW THEREFORE, in consideration of the premises and covenants contained
herein,  the Custodian  and the Fund hereby amend the Custodian  Contract by the
addition of the following terms and provisions;

         1.  Notwithstanding  any  provisions  to the  contrary set forth in the
Custodian  Contract,  the  Custodian  may hold  securities  and  other  non-cash
property  for  all  of  its  customers,  including  the  Fund,  with  a  foreign
sub-custodian  in a  single  account  that is  identified  as  belonging  to the
Custodian  for the  benefit of its  customers,  provided  however,  that (i) the
records of the Custodian with respect to securities and other non-cash  property
of the Fund which are  maintained in such account  shall  identify by book entry
those securities and other non-cash property  belonging to the Fund and (ii) the
Custodian shall require that  securities and other non-cash  property so held by
the  foreign  sub-custodian  be held  separately  from any assets of the foreign
sub-custodian or of others.

         2. Except as specifically  superseded or modified herein, the terms and
provisions of the Custodian Contract shall continue to apply with full force and
effect.

         IN WITNESS  WHEREOF,  each of the parties has caused this instrument to
be executed as a sealed instrument in its name and behalf by its duly authorized
representative this 20th day of March, 1996.

                                        KEYSTONE FUND FOR TOTAL RETURN

                                        By: /s/ Xxxxxxxx X. Van Antwerp

                                        Title: Senior Vice President and 
                                               Secretary


                                        STATE STREET BANK AND TRUST COMPANY

                                        By:  /s/ illegible

                                        Title: Executive Vice President