0001193125-11-320039 Sample Contracts

FORM OF AGREEMENT AND PLAN OF REORGANIZATION
Form of Agreement and Plan of Reorganization • November 22nd, 2011 • Helios Total Return Fund Inc • Maryland

This 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”).

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