Exhibit (G)(2)
FORM OF AGREEMENT TO WAIVE FEES OF
HYPERION COLLATERALIZED SECURITIES FUND, INC.
December __, 2003
HYPERION CAPITAL MANAGEMENT, INC.
Xxx Xxxxxxx Xxxxx
000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Hyperion Collateralized Securities Fund, Inc. ("We," "Us" or the "Fund")
herewith confirms its agreement (the "Fee Waiver Agreement") pursuant to which
Hyperion Capital Management, Inc. ("You") will waive certain of its fees and for
certain periods as follows:
1. Reference is made to the Management Agreement, dated as of the same date
as the Fee Waiver Agreement, between the Company and You.
2. Pursuant to Paragraph 5 of the Management Agreement, We have agreed to
pay You a monthly fee at an annualized rate of 0.41% for the Fund's first five
fiscal years and 0.40% for each year thereafter of the Fund's average weekly net
assets on an annualized basis, for the then-current fiscal year (the "Management
Fee").
3. Notwithstanding Paragraph 5 of the Management Agreement, You agree to
waive a portion of the Management Fee in the Fund's first five fiscal years as
follows:
You will waive 0.01% of the Management Fee for the remainder of such five
year period, after the Fund has paid $50,000 to You over and above the
0.40% portion of the Management Fee for each fiscal year.
4. Unless specified otherwise in a duly executed, written agreement between
You and the Fund, beginning with the Fund's sixth fiscal year, You shall be
entitled to the Management Fee as specified in Paragraph 5 of the Management
Agreement and shall have no obligation to waive any portion of the Management
Fee, unless otherwise required by law.
5. This Fee Waiver Agreement shall be construed in accordance with the laws
of the State of New York, provided, however, that nothing herein shall be
construed as being inconsistent with the Investment Company Act of 1940, as
amended.
6. This Fee Waiver Agreement may not be amended without the approval of a
majority of the disinterested directors, even though the disinterested directors
may be less than a quorum, and the holders of at least a majority of the Fund's
outstanding Common Stock.
HYPERION CAPITAL MANAGEMENT, INC.
December ___, 2003
PAGE TWO
If the foregoing is in accordance with your understanding, will You kindly
so indicate by signing and returning to Us the enclosed copy hereof.
Very truly yours,
HYPERION COLLATERALIZED SECURITIES FUND, INC.
By: ___________________________
Name: ___________________________
Title: ___________________________
Agreed to and Accepted as of the date
first set forth above
HYPERION CAPITAL MANAGEMENT, INC.
By: _____________________________
Name: _____________________________
Title: _____________________________
