0001193125-12-006731 Sample Contracts

HELIOS TOTAL RETURN FUND, INC. FUND SUB-ADMINISTRATION SERVICING AGREEMENT
Fund Sub-Administration Servicing Agreement • January 9th, 2012 • Helios Total Return Fund Inc • Wisconsin

THIS AGREEMENT is made and entered into as of the 1st day of December, 2011, by and between BROOKFIELD INVESTMENT MANAGEMENT INC., (“BIM”) with respect to Helios Total Return Fund, Inc. (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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CUSTODY AGREEMENT
Custody Agreement • January 9th, 2012 • Helios Total Return Fund Inc • Minnesota

THIS AGREEMENT is made and entered into as of the 1st day of December, 2011, by and between HELIOS TOTAL RETURN FUND, INC., a Maryland corporation, (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

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