Exhibit (K)(3)
FORM OF AMENDMENT NO. 1 TO
SUB-ADMINISTRATION AGREEMENT
AMENDMENT No. 1, made as of this 26th day of July 2002, to the
Sub-Administration Agreement dated as of May 23, 2000 among Hyperion Capital
Management, Inc. (the "Company"), a Delaware corporation on behalf of the
Hyperion 2005 Investment Grade Opportunity Term Trust, Inc., Hyperion 2002 Term
Trust, Inc., Hyperion Total Return Fund, Inc., Lend Lease Hyperion High Yield
CMBS Fund, Inc. and Lend Lease Hyperion Mortgage Opportunity Fund, Inc. (the
"Funds") and State Street Bank and Trust Company, a Massachusetts trust company
(the "Bank").
WHEREAS, the Company, the Funds and the Bank have entered into a
Sub-Administration Agreement for the provision by the Bank of certain
administrative services to the Funds and the Trust and;
WHEREAS, the Company wishes to add The Hyperion Strategic Mortgage Income
Fund, Inc. (the "New Fund") as a party to the Sub-Administration Agreement, and
each of the New Fund, the Company, the Funds and the Bank wish to amend the
Sub-Administration Agreement to (i) add the New Fund as a party thereto and (ii)
amend the Fee Schedule to include the New Fund;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. The New Fund shall be added to the Sub-Administration Agreement as an
additional party. The New Fund shall become subject to the provisions
of the Sub-Administration Agreement to the same extent as the existing
Funds, except to the extent that such provisions (including those
relating to the compensation and expenses payable by the Funds) are
hereby modified with respect to the New Fund in writing by the New
Fund and the Bank.
2. The New Fund hereby makes all of the representations and warranties to
the Bank contained in Section 4 of the Sub-Administration Agreement.
3. The Fee Schedule annexed hereto shall replace any prior fee schedule.
4. Schedule A annexed hereto shall replace any prior Schedule A.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
HYPERION CAPITAL MANAGEMENT, INC.
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Chief Operating Officer
HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST, INC.
HYPERION 2002 TERM TRUST, INC.
HYPERION TOTAL RETURN FUND, INC.
LEND LEASE HYPERION HIGH YIELD CMBS FUND, INC.
LEND LEASE HYPERION MORTGAGE OPPORTUNITY FUND, INC.
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Chief Operating Officer
THE HYPERION STRATEGIC MORTGAGE INCOME FUND, INC.
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Chief Operating Officer
STATE STREET BANK AND TRUST COMPANY
By:
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Name: Xxxx X. Xxxxxx
Title: Executive Vice President
SUB-ADMINISTRATION AGREEMENT
HYPERION FUNDS
SCHEDULE A
Listing of Investment Funds and Authorized Shares
Investment Fund Authorized Shares
Hyperion 2005 Investment Grade Opportunity Term Trust, Inc.
Hyperion 2002 Term Trust, Inc.
Hyperion Total Return Fund, Inc.
Lend Lease Hyperion High Yield CMBS Fund, Inc.
Lend Lease Hyperion Mortgage Opportunity Fund, Inc.
The Hyperion Strategic Mortgage Income Fund, Inc.
Amended as of July 26, 0000
XXXXX XXXXXX XXXX AND TRUST COMPANY
FUND ADMINISTRATION COMPLEX FEE SCHEDULE
FOR
HYPERION FUNDS
I. FEES FOR FUND ADMINISTRATION SERVICES:
The following fee schedule is for sub-administration services for the
following Hyperion-Funds: Hyperion 2002 Term Trust Inc., Hyperion 2005
Investment Grade Opportunity Term Trust Inc., Hyperion Total Return Fund,
Inc., Lend Lease Hyperion High Yield Commercial Mortgage Fund, Inc.,
Hyperion Strategic Mortgage Income Fund, Inc. For these funds, the services
include: Daily accounting oversight; IRS, SEC & Prospectus Compliance;
financial reporting; expense budgeting & xxxx processing; SEC performance,
board reporting and limited legal services1. For these services, the funds
will be charged according to the following fee schedule:
Annual Fee
Average Assets Break Point Expressed in Basic Points: 1/100 of 1%
-------------------------- --------------------------------------
Fund Fees:
The total net assets of all funds will be used to calculate the fee by
multiplying the net assets of all funds by the basis point fees in the
above schedule. The minimum fee will be calculated by multiplying the
minimum fee by the number of funds to arrive at the total minimum fee.
The greater of the basis point fee or the minimum fee will be accrued
to each fund based on the pro-rata total net asset value of each fund.
II. Services Not Performed
This proposal specifically does not include the following services: proxy
tabulation, assembling and distributing board books, telephone support for
shareholders' inquiries, tax preparation and filing, blue sky services and other
services as outlined in the Administration Contract and Fund Profile.
III. Multiple Classes of Shares
An additional _____________ annual fee will be applied for each
class of shares, excluding the first class of shares, if more than one
class of shares is operational in a Fund.
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1 Legal services are limited to the preparation, for review and
approval by Hyperion and it's outside legal counsel, of the following: initial
fund registration statements on Form N-2, annual proxy statements and Forms
N-8F.
IV. OUT OF POCKET EXPENSES - Include, But May Not Be Limited To:
o Legal fees, audit fees and other professional fees
o Postage
o Supplies related to Fund records
o Travel and lodging for Board and Operations meetings
o Preparation of financial statements other than Annual and
Semi-annual Reporting, ____________ per financial
report.
V. SPECIAL ARRANGEMENTS
Fees for activities of a non-recurring nature such as
reorganizations, and/or preparation of special reports will be
subject to negotiation. Fees for a change in fund structure
(i.e., Core and Feeder) are subject to negotiation.
VI. TERM OF THE CONTRACT
The parties agree that this fee schedule shall remain in effect
until December 31, 2003 and from year to year thereafter
until it is revised as a result of negotiations initiated by
either party.
HYPERION CAPITAL MANAGEMENT, INC. STATE STREET BANK
AND TRUST COMPANY
By: By:
------------------------------ ----------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
Title: Chief Operating Officer Title: Executive Vice
President
HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST, INC.
HYPERION 2002 TERM TRUST, INC.
HYPERION TOTAL RETURN FUND, INC.
LEND LEASE HYPERION HIGH YIELD CMBS FUND, INC.
LEND LEASE HYPERION MORTGAGE OPPORTUNITY FUND, INC.
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Chief Operating Officer
