AMENDMENT No. 1 TO SUB-ADMINISTRATION AGREEMENT

Exhibit k(3)

EXECUTION COPY

AMENDMENT No. 1 TO
SUB-ADMINISTRATION AGREEMENT

     AMENDMENT No. 1, made as of this 26^th 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”).

     WHEREAS, the Company, the Funds and the Bank have entered into a Sub-Administration Agreement for the provision by the Bank of certain administrative services to the Funds and the Trust and;

     WHEREAS, the Company wishes to add The Hyperion Strategic Mortgage Income Fund, Inc. (the “New Fund”) as a party to the Sub-Administration Agreement, and each of the New Fund, the Company, the Funds and the Bank wish to amend the Sub-Administration Agreement to (i) add the New Fund as a party thereto and (ii) amend the Fee Schedule to include the New Fund;

     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:

	1.		The New Fund shall be added to the Sub-Administration Agreement as an additional party. The New Fund shall become subject to the provisions of the Sub-Administration Agreement to the same extent as the existing Funds, except to the extent that such provisions (including those relating to the compensation and expenses payable by the Funds) are hereby modified with respect to the New Fund in writing by the New Fund and the Bank.
	2.		The New Fund hereby makes all of the representations and warranties to the Bank contained in Section 4 of the Sub-Administration Agreement.
	3.		The Fee Schedule annexed hereto shall replace any prior fee schedule.
	4.		Schedule A annexed hereto shall replace any prior Schedule A.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first written above.

HYPERION CAPITAL MANAGEMENT, INC.
By: Name:		/s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx
Title:		Chief Operating Officer

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. LEND LEASE HYPERION MORTGAGE OPPORTUNITY FUND, INC.
By: Name:		/s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx
Title:		Treasurer
THE HYPERION STRATEGIC MORTGAGE INCOME FUND, INC.
By: Name:		/s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx
Title:		Treasurer
STATE STREET BANK AND TRUST COMPANY
By: Name:		/s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx
Title:		Executive Vice President

SUB-ADMINISTRATION AGREEMENT
HYPERION FUNDS

SCHEDULE A
Listing of Investment Funds and Authorized Shares

Investment Fund Authorized Shares

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.
Lend Lease Hyperion Mortgage Opportunity Fund, Inc.
The Hyperion Strategic Mortgage Income Fund, Inc.

Amended as of July 26, 0000

XXXXX XXXXXX XXXX AND TRUST COMPANY

FUND ADMINISTRATION COMPLEX FEE SCHEDULE
FOR
HYPERION FUNDS

I. Fees for Fund Administration Services:

The following fee schedule is for sub-administration services for the following Hyperion Funds: Hyperion 2002 Term Trust Inc., Hyperion 2005 Investment Grade Opportunity Term Trust Inc., Hyperion Total Return Fund Inc., Lend Lease Hyperion High Yield Commercial Mortgage Fund, Inc., Hyperion Strategic Mortgage Income Fund, Inc. For these funds, the services include: Daily accounting oversight; IRS, SEC & Prospectus Compliance; financial reporting; expense budgeting & xxxx processing; SEC performance, board reporting and limited legal services¹. For these services, the funds will be charged according to the following fee schedule:

		Annual Fee
Average Assets Break Point		Expressed in Basis Points: 1/100 of 1%
First $100 Million			9.00
Next $100 Million			7.00
Thereafter			5.00
Minimum Per Fund		$	100,000

Fund Fees:

The total net assets of all funds will be used to calculate the fee by multiplying the net assets of all funds by the basis point fees in the above schedule. The minimum fee will be calculated by multiplying the minimum fee by the number of funds to arrive at the total minimum fee. The greater of the basis point fee or the minimum fee will be accrued to each fund based on the pro-rata total net asset value of each fund.

II. Services Not Performed

     This proposal specifically does not include the following services: proxy tabulation, assembling and distributing board books, telephone support for shareholders, inquiries, tax preparation and filing, blue sky services and other services as outlined in the Administration Contract and Fund Profile.

III. Multiple Classes of Shares

     An additional $10,000 annual fee will be applied for each class of shares, excluding the first class of shares, if more than one class of shares is operational in a Fund.

¹ Legal services are limited to the preparation, for review and approval by Hyperion and it’s outside legal counsel, of the following: initial fund registration statements on Form N-2, annual proxy statements and Forms N-8F.

STATE STREET BANK AND TRUST COMPANY

FUND ADMINISTRATION COMPLEX FEE SCHEDULE
FOR
HYPERION FUNDS

IV. Out of Pocket Expenses — Include, But May Not Be Limited To:

	•		Legal fees, audit fees and other professional fees
	•		Postage
	•		Supplies related to Fund records
	•		Travel and lodging for Board and Operations meetings
	•		Preparation of financial statements other than Annual and Semi-Annual Reporting, $3,000 per financial report.

V.		Special Arrangements
		Fees for activities of a non-recurring nature such as reorganizations, and/or preparation of special reports will be subject to negotiation. Fees for a change in fund structure (i.e., Core and Feeder) are subject to negotiation.
VI.		Term of the Contract
		The parties agree that this fee schedule shall remain in effect until December 31, 2003 and from year to year thereafter until it is revised as a result of negotiations initiated by either party.

HYPERION CAPITAL MANAGEMENT, INC.						STATE STREET BANK AND TRUST COMPANY
BY:		/s/ Xxxxxx X. Xxxxxxx				By:		/s/ Xxxx Xxxxxx
Name:		Xxxxxx X. Xxxxxxx				Name:		Xxxx Xxxxxx
Title:		Chief Operating Officer				Title:		Executive Vice President
Date:		July 26, 2002				Date:		July 26, 2002

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. LEND LEASE HYPERION MORTGAGE OPPORTUNITY FUND, INC. THE HYPERION STRATEGIC MORTGAGE INCOME FUND, INC.
By: Name:		/s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx
Title:		Treasurer
Date:		July 26, 2002