EXHIBIT (D)(2)
SEED CAPITAL AGREEMENT
Hyperion Collateralized Securities 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, ________ of the Fund's shares of beneficial interest (the
"Shares"), at a price of $_______ per Share for an aggregate purchase price
of $_______ on a date to be specified by the Fund.
2. The 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,
other than by gift.
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. The 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
December __, 2003.
HYPERION COLLATERALIZED SECURITIES FUND, INC.
By:
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Xxxxxx X. Xxxxxxx
Treasurer
HYPERION CAPITAL MANAGEMENT, INC.
By:
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Xxxxxx X. Xxxxxxx
Chief Operating Officer
