0001193125-04-085983 Sample Contracts

GENERAL MOTORS TRUST BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR GMAM INVESTMENT FUNDS TRUST May 10, 2004
Subscription Agreement • May 12th, 2004 • General Motors Investment Management Corp • New York

In connection with our above-referenced subscription of shares of the Fund, the Subscription Agreement for Fund Shares (the “Subscription Agreement”) is hereby amended and modified as follows (capitalized terms used herein and not otherwise defined have the meanings set forth in the Subscription Agreement):

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JOINT FILING AGREEMENT
Joint Filing Agreement • May 12th, 2004 • General Motors Investment Management Corp

This will confirm the agreement by and among all the undersigned that Amendment No. 4 to the Schedule 13D filed on or about this date with respect to the beneficial ownership by the undersigned of shares of common stock, par value $.01 per share, of Hyperion Collateralized Securities Fund, Inc. is being, and any and all amendments to such Schedule may be, filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

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