July 27, 2012 Brookfield Investment Management Inc.Helios Total Return Fund Inc • September 10th, 2012 • New York
This will serve as the Agreement between AST Fund Solutions, LLC (“AST Fund Solutions”) and Brookfield Investment Management Inc. (the “Client”), pursuant to which AST Fund Solutions will serve the Client as Information Agent for a Rights Offer (the “Offer”) for Helios Total Return Fund, Inc.
FORM OF SUBSCRIPTION AGENT AGREEMENTForm of Subscription Agent Agreement • September 10th, 2012 • Helios Total Return Fund Inc • New York
This Subscription Agent Agreement (the “Agreement”) is made as of September , 2012 by and between Helios Total Return Fund, Inc., an investment company organized and existing under the laws of the State of , (the “Fund”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking company (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the Registration Statement on Form N-2, File No. filed by the Fund with the Securities and Exchange Commission on , as amended by any amendment filed with respect thereto (the “Registration Statement”).
