Exhibit (D)(2)
SEED CAPITAL AGREEMENT
The Hyperion Strategic Mortgage Income Fund, Inc. (the "Fund") and Hyperion
Capital Management, Inc. (the "Purchaser"), intending to be legally bound,
hereby agree as follows:
1. The Fund offers to sell to Purchaser and Purchaser agrees to purchase
from the Fund, 7,018 of the Fund's shares of beneficial interest (the
"Shares"), at a price of $14.25 per Share for an aggregate purchase
price of $100,000 on a date to be specified by the Fund, prior to the
effective date of the Registration Statement.
2. Purchaser represents and warrants that the Shares are being acquired
for investment purposes and not with a view to the resale or
distribution thereof, and that Purchaser has no present intention to
dispose of, sell, grant any participation in or otherwise transfer or
distribute the Shares.
3. The Purchaser understands that the Shares are "restricted securities"
and may be sold only pursuant to a registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), or an applicable
exemption from the registration requirements of the 1933 Act.
4. Purchaser's right to purchase the Shares under this agreement is not
transferable or assignable.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
July 8, 2002.
THE HYPERION STRATEGIC MORTGAGE INCOME FUND, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Treasurer
HYPERION CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Chief Operating Officer
