0001193125-10-213981 Sample Contracts

MASTER CUSTODY AGREEMENT
Master Custody Agreement • September 21st, 2010 • Zweig Total Return Fund Inc • New York

AGREEMENT, dated as of November 16 , 2009 between each entity listed in Exhibit A hereto (each, a “Fund” and collectively, the “Funds”), and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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FOREIGN CUSTODY MANAGER AGREEMENT
Manager Agreement • September 21st, 2010 • Zweig Total Return Fund Inc • New York

AGREEMENT made as of November 16, 2009 by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).

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