FORM OF AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 22nd, 2011 • Helios Total Return Fund Inc • Maryland
Contract Type FiledNovember 22nd, 2011 Company JurisdictionThis Agreement and Plan of Reorganization (“Agreement”) is made as of [ ], 201[ ], by and between Helios Strategic Mortgage Income Fund, Inc., a Maryland corporation (“Acquired Fund”), and Helios Total Return Fund, Inc., a Maryland corporation (the “Acquiring Fund” and, together with the Acquired Fund, the “Funds”).