EXHIBIT (K)(2)
AMENDMENT No. 2 TO
SUB-ADMINISTRATION AGREEMENT
AMENDMENT No. 2, made as of this ____ day of _______, 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., Hyperion Total
Return Fund, Inc., 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").
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 Hyperion Collateralized Securities 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:
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Name: Xxxxxx X. Xxxxxxx
Title: Chief Operating Officer
Hyperion 2005 Investment Grade Opportunity Term Trust, Inc.
Hyperion Total Return Fund, Inc.
Hyperion High-Yield CMBS Fund, Inc.
Lend lease Hyperion Mortgage Opportunity Fund, Inc.
Hyperion Strategic Mortgage Income Fund, Inc.
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
Hyperion Collateralized Securities Fund, Inc.
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
STATE STREET BANK AND TRUST COMPANY
By:
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Name: Xxxx X. Xxxxxx
Title: Senior 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 Total Return Fund, Inc.
Hyperion High-Yield CMBS Fund, Inc.
Lend Lease Hyperion Mortgage Opportunity Fund, Inc.
Hyperion Strategic Mortgage Income Fund, Inc.
Hyperion Collateralized Securities Fund, Inc.
Amended as of _________, 2003
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STATE STREET BANK AND TRUST COMPANY
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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 2005 Investment Grade Opportunity Term Trust Inc.,
Hyperion Total Return Fund Inc., Hyperion High-Yield Commercial Mortgage Fund,
Inc., Lend Lease Hyperion Mortgage Opportunity Fund, Inc. , Hyperion Strategic
Mortgage Income Fund, Inc. and Hyperion Collateralized Securities 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:
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Annual Fee
Average Assets Break Point Expressed in Basis Points: 1/100 of 1%
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First $100 Million
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Next $100 Million
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Thereafter
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Minimum Per Fund
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-------- 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.
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 Sub-Administration Agreement and Fund Profile.
III. Multiple Classes of Shares
An additional _______ 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.
IV. OUT OF POCKET EXPENSES - Include, But May Not Be Limited To:
o Legal fees, audit fees and other professional fees
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STATE STREET BANK AND TRUST COMPANY
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FUND ADMINISTRATION COMPLEX FEE SCHEDULE
FOR HYPERION FUNDS
o Postage
o Supplies related to Fund records
o Travel and lodging for Board and Operations meetings
o Preparation of financial statements other than Annual and Semi-Annual
Reporting, _______ 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, 2004 and from year to year thereafter until it is revised as a result of
negotiations initiated by either party.
HYPERION CAPITAL MANAGEMENT, INC. Hyperion 2005 Investment Grade Opportunity
Term Trust, Inc.
Hyperion Total Return Fund, Inc.
Hyperion High-Yield CMBS Fund, Inc.
Lend Lease Hyperion Mortgage Opportunity
Fund, Inc.
Hyperion Strategic Mortgage Income Fund, Inc.
HYPERION COLLATERALIZED SECURITIES FUND, INC.
By:_____________________________ By: _________________________
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Chief Operating Officer Title: Treasurer
Date: _____________, 2003 Date: __________, 0000
XXXXX XXXXXX BANK AND TRUST COMPANY
By:_____________________________
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
Date: _____________, 2003
