Exhibit K(1) ADMINISTRATION AGREEMENT AGREEMENT made this 1st day of December, 1996 by and between The Hyperion Total Return Fund, Inc., a Maryland corporation (hereinafter called the "Fund"), and Hyperion Capital Management, Inc. (hereinafter called...Administration Agreement • July 12th, 2001 • Hyperion Total Return Fund Inc • New York
CUSTODIAN CONTRACT Between THE HYPERION TOTAL RETURN FUND, INC. and STATE STREET BANK AND TRUST COMPANYCustodian Contract • August 10th, 2001 • Hyperion Total Return Fund Inc • Textile mill products • London
Exhibit (g)(1) INVESTMENT ADVISORY AGREEMENT AGREEMENT dated August 4, 1989 between The Hyperion Total Return Fund, Inc. (the "Fund"), a Maryland corporation, and Hyperion Capital Management, Inc. (the "Adviser"), a Delaware corporation. In...Investment Advisory Agreement • July 12th, 2001 • Hyperion Total Return Fund Inc • New York
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT between THE HYPERION TOTAL RETURN FUND, INC. andAgency and Service Agreement • August 10th, 2001 • Hyperion Total Return Fund Inc • Textile mill products • Massachusetts
Exhibit K(2) SUB-ADMINISTRATION AGREEMENT Agreement dated as of May 23, 2000 among Hyperion Capital Management, Inc. (the "Company"), a Delaware corporation on behalf of the Hyperion 2005 Investment Grade Opportunity Term Trust, Inc., Hyperion 2002...Sub-Administration Agreement • July 12th, 2001 • Hyperion Total Return Fund Inc • Massachusetts
Exhibit (h) 7,629,525 Shares of Common Stock Issuable Upon Exercise of Transferable Rights to Subscribe for such Shares FORM OF DEALER MANAGER AGREEMENTSoliciting Dealer Agreement • August 10th, 2001 • Hyperion Total Return Fund Inc • Textile mill products • New York
Exhibit (g)(2) INVESTMENT SUB-ADVISORY AGREEMENT --------------------------------- AGREEMENT, dated August 4, 1989, between Hyperion Capital Management, Inc. (the "Adviser"), a Delaware corporation, and Pacholder Associates Inc. (the "Sub-Adviser"),...Investment Sub • July 12th, 2001 • Hyperion Total Return Fund Inc • New York
FUND ACCOUNTING SERVICING AGREEMENTFund Accounting Servicing Agreement • August 2nd, 2012 • Helios Total Return Fund Inc • Wisconsin
THIS AGREEMENT is made and entered into as of this 1st day of December, 2011, by and between HELIOS TOTAL RETURN FUND, INC., a Maryland corporation (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
CUSTODY AGREEMENTCustody Agreement • January 9th, 2012 • Helios Total Return Fund Inc • Minnesota
THIS AGREEMENT is made and entered into as of the 1st day of December, 2011, by and between HELIOS TOTAL RETURN FUND, INC., a Maryland corporation, (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).
HELIOS TOTAL RETURN FUND, INC. FUND SUB-ADMINISTRATION SERVICING AGREEMENTSub-Administration Servicing Agreement • January 9th, 2012 • Helios Total Return Fund Inc • Wisconsin
THIS AGREEMENT is made and entered into as of the 1st day of December, 2011, by and between BROOKFIELD INVESTMENT MANAGEMENT INC., (“BIM”) with respect to Helios Total Return Fund, Inc. (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
July 27, 2012 Brookfield Investment Management Inc.Helios Total Return Fund Inc • September 10th, 2012 • New York
This will serve as the Agreement between AST Fund Solutions, LLC (“AST Fund Solutions”) and Brookfield Investment Management Inc. (the “Client”), pursuant to which AST Fund Solutions will serve the Client as Information Agent for a Rights Offer (the “Offer”) for Helios Total Return Fund, Inc.
FORM OF SUBSCRIPTION AGENT AGREEMENTForm of Subscription Agent Agreement • September 10th, 2012 • Helios Total Return Fund Inc • New York
This Subscription Agent Agreement (the “Agreement”) is made as of September , 2012 by and between Helios Total Return Fund, Inc., an investment company organized and existing under the laws of the State of , (the “Fund”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking company (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the Registration Statement on Form N-2, File No. filed by the Fund with the Securities and Exchange Commission on , as amended by any amendment filed with respect thereto (the “Registration Statement”).
AMENDMENT No. 4 TO SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • August 28th, 2007 • Hyperion Brookfield Total Return Fund Inc
AMENDMENT No. 4, made as of this 2nd day of August, 2006, to the Sub-Administration Agreement (the “Agreement”) dated as of May 23, 2000 among Hyperion Brookfield Asset Management, Inc. (formerly known as Hyperion Capital Management, Inc.) (the “Company”), a Delaware corporation on behalf of the Hyperion 2005 Investment Grade Opportunity Term Trust, Inc., The Hyperion Total Return Fund, Inc., Hyperion Strategic Bond Fund, Inc., Lend Lease Hyperion Mortgage Opportunity Fund, Inc., Hyperion Strategic Mortgage Income Fund, Inc., Hyperion Collateralized Securities Fund, Inc. and Quadrant Fund, Inc. (the “Funds”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).
AMENDMENT No. 2 TO SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • August 28th, 2007 • Hyperion Brookfield Total Return Fund Inc
AMENDMENT No. 2, made as of this 16th day of December, 2003, to the Sub-Administration Agreement dated as of May 23, 2000 among Hyperion Capital Management, Inc. (the “Company”), a Delaware corporation on behalf of the Hyperion 2005 Investment Grade Opportunity Term Trust, Inc., The Hyperion Total Return Fund, Inc., Hyperion Strategic Bond Fund, Inc. (formerly Hyperion High-Yield CMBS Fund, Inc.), Lend Lease Hyperion Mortgage Opportunity Fund, Inc. and Hyperion Strategic Mortgage Income Fund, Inc. (the “Funds”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).
FORM OF AGREEMENT AND PLAN OF REORGANIZATIONForm of Agreement and Plan of Reorganization • November 22nd, 2011 • Helios Total Return Fund Inc • Maryland
This Agreement and Plan of Reorganization (“Agreement”) is made as of [ ], 201[ ], by and between Helios Strategic Mortgage Income Fund, Inc., a Maryland corporation (“Acquired Fund”), and Helios Total Return Fund, Inc., a Maryland corporation (the “Acquiring Fund” and, together with the Acquired Fund, the “Funds”).
AMENDMENT No. 1 TO SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • August 28th, 2007 • Hyperion Brookfield Total Return Fund Inc
AMENDMENT No. 1, made as of this 26th day of July 2002, to the Sub-Administration Agreement dated as of May 23, 2000 among Hyperion Capital Management, Inc. (the “Company”), a Delaware corporation on behalf of the Hyperion 2005 Investment Grade Opportunity Term Trust, Inc., Hyperion 2002 Term Trust, Inc., Hyperion Total Return Fund, Inc., Lend Lease Hyperion High Yield CMBS Fund, Inc. and Lend Lease Hyperion Mortgage Opportunity Fund, Inc. (the “Funds”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • August 28th, 2007 • Hyperion Brookfield Total Return Fund Inc • New York
AGREEMENT dated April 28, 2005 between The Hyperion Total Return Fund, Inc. (the “Fund”), a Maryland corporation, and Hyperion Capital Management, Inc. (the “Advisor”), a Delaware corporation.
EXHIBIT 10 - IN REFERENCE TO ITEM 77.Q3 ADMINISTRATION AGREEMENT AGREEMENT made this 1st day of December, 1996 by and between The Hyperion Total Return Fund, Inc., a Maryland corporation (hereinafter called the "Fund"), and Hyperion Capital...Administration Agreement • January 28th, 1997 • Hyperion Total Return Fund Inc • New York
WHEREAS, The Fund intends to engage in business as a closed-end diversified management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, The Fund and Hyperion Capital Management, Inc. (the "Investment Adviser") are entering into an Investment Advisory Agreement (the "Investment Advisory Agreement") pursuant to which the Investment Adviser will provide investment advice to the Fund and be responsible for the portfolio management of the Fund; and WHEREAS, The Fund desires to retain the Administrator to render administrative services in the manner and on the terms and conditions hereafter set forth; and WHEREAS, The Administrator desires to be retained to perform services on said terms and conditions. NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the Fund and the Administrator agree as follows: 1. Duties of the Administrator. The Fund hereby retains the Adminis
AMENDMENT No. 3 TO SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • August 28th, 2007 • Hyperion Brookfield Total Return Fund Inc
AMENDMENT No. 3, made as of this 1st day of January, 2005, to the Sub-Administration Agreement dated as of May 23, 2000 among Hyperion Capital Management, Inc. (the “Company”), a Delaware corporation on behalf of the Hyperion 2005 Investment Grade Opportunity Term Trust, Inc., The Hyperion Total Return Fund, Inc., Hyperion Strategic Bond Fund, Inc., Lend Lease Hyperion Mortgage Opportunity Fund, Inc., Hyperion Strategic Mortgage Income Fund, Inc. and Hyperion Collateralized Securities Fund, Inc. (the “Funds”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).
