Edgar Filing: HYPERION BROOKFIELD COLLATERALIZED SECURITIES FUND INC

collateralized_4017g-082708.htm

Chubb Group of Insurance Companies

DECLARATIONS

FINANCIAL INSTITUTION INVESTMENT

15 Mountain View Road, Warren, New Jersey 07059

COMPANY ASSET PROTECTION BOND

NAME OF ASSURED (including its Subsidiaries):

Bond Number: 82047607

THE HYPERION BROOKFIELD TOTAL RETURN FUND, INC.

FEDERAL INSURANCE COMPANY

THREE WORLD FINANCIAL CENTER

Incorporated under the laws of Indiana

NEW YORK, NY 102811010

a stock insurance company herein called the COMPANY

Capital Center, 251 North Illinois, Suite 1100

Indianapolis, IN 46204-1927

ITEM 1.

BOND PERIOD:

from

12:01 a.m. on

July 30, 2008

12:01 a.m. on

July 30, 2009

ITEM 2.

LIMITS OF LIABILITY--DEDUCTIBLE AMOUNTS:

If “Not Covered” is inserted below opposite any specified INSURING CLAUSE, such INSURING CLAUSE

and any other reference shall be deemed to be deleted. There shall be no deductible applicable to any

loss under INSURING CLAUSE 1. sustained by any Investment Company.

DEDUCTIBLE

INSURING CLAUSE

LIMIT OF LIABILITY

AMOUNT

Employee

$ 2,625,000.

$ 25,000.

On Premises

$ 2,625,000.

$ 25,000.

In Transit

$ 2,625,000.

$ 25,000.

Forgery or Alteration

$ 2,625,000.

$ 25,000.

Extended Forgery

$ 2,625,000.

$ 25,000.

Counterfeit Money

$ 2,625,000.

$ 25,000.

Threats to Person

$ 2,625,000.

$ 25,000.

Computer System

$ 2,625,000.

$ 25,000.

Voice Initiated Funds Transfer Instruction

$ 2,625,000.

$ 25,000.

10.

Uncollectible Items of Deposit

$ 50,000.

$ 5,000.

11.

Audit Expense

$ 50,000.

$ 5,000.

ITEM 3.

THE LIABILITY OF THE COMPANY IS ALSO SUBJECT TO THE TERMS OF THE FOLLOWING

ENDORSEMENTS EXECUTED SIMULTANEOUSLY HEREWITH:

1) Stop Payment Order or Refusal to Pay Check, 2) Unauthorized Signature Endorsement, 3) New York

Amendatory, 4) Deleting Valuation-Other Property, 5) Compliance w/ Trade Sanction Laws, 6) Amend Name

of Assured, 7)Revise Item 2 Endorsement

IN WITNESS WHEREOF, THE COMPANY has caused this Bond to be signed by its authorized officers, but it shall not be

valid unless also signed by an authorized representative of the Company.

ICAP Bond (5-98) - Federal

Form 17-02-1421 (Ed. 5-98) Page 1 of 1

	The COMPANY, in consideration of payment of the required premium, and in reliance
	on the APPLICATION and all other statements made and information furnished to the
	COMPANY by the ASSURED, and subject to the DECLARATIONS made a part of this
	Bond and to all other terms and conditions of this Bond, agrees to pay the ASSURED
	for:


Insuring Clauses


Employee	1.	Loss resulting directly from Larceny or Embezzlement committed by any
		Employee, alone or in collusion with others.



On Premises	2.	Loss of Property resulting directly from robbery, burglary, false pretenses,
		common law or statutory larceny, misplacement, mysterious unexplainable
		disappearance, damage, destruction or removal, from the possession, custody or
		control of the ASSURED, while such Property is lodged or deposited at premises
		located anywhere.


In Transit	3.	Loss of Property resulting directly from common law or statutory larceny,
		misplacement, mysterious unexplainable disappearance, damage or destruction,
		while the Property is in transit anywhere:

		a.	in an armored motor vehicle, including loading and unloading thereof,

		b.	in the custody of a natural person acting as a messenger of the ASSURED,
			or

		c.	in the custody of a Transportation Company and being transported in a
			conveyance other than an armored motor vehicle provided, however, that
			covered Property transported in such manner is limited to the following:

			(1)	written records,

			(2)	securities issued in registered form, which are not endorsed or are
				restrictively endorsed, or

			(3)	negotiable instruments not payable to bearer, which are not endorsed
				or are restrictively endorsed.

		Coverage under this INSURING CLAUSE begins immediately on the receipt of
		such Property by the natural person or Transportation Company and ends
		immediately on delivery to the premises of the addressee or to any representative
		of the addressee located anywhere.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 1 of 19

Insuring Clauses
(continued)


Forgery Or Alteration	4.	Loss resulting directly from:
		a.	Forgery on, or fraudulent material alteration of, any bills of exchange,
			checks, drafts, acceptances, certificates of deposits, promissory notes, due
			bills, money orders, orders upon public treasuries, letters of credit, other
			written promises, orders or directions to pay sums certain in money, or
			receipts for the withdrawal of Property, or

		b.	transferring, paying or delivering any funds or other Property, or establishing
			any credit or giving any value in reliance on any written instructions, advices
			or applications directed to the ASSURED authorizing or acknowledging the
			transfer, payment, delivery or receipt of funds or other Property, which
			instructions, advices or applications fraudulently purport to bear the
			handwritten signature of any customer of the ASSURED, or shareholder or
			subscriber to shares of an Investment Company, or of any financial
			institution or Employee but which instructions, advices or applications either
			bear a Forgery or have been fraudulently materially altered without the
			knowledge and consent of such customer, shareholder, subscriber, financial
			institution or Employee;

		excluding, however, under this INSURING CLAUSE any loss covered under
		INSURING CLAUSE 5. of this Bond, whether or not coverage for INSURING
		CLAUSE 5. is provided for in the DECLARATIONS of this Bond.
		For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile
		signature is treated the same as a handwritten signature.


Extended Forgery	5.	Loss resulting directly from the ASSURED having, in good faith, and in the
		ordinary course of business, for its own account or the account of others in any
		capacity:

		a.	acquired, accepted or received, accepted or received, sold or delivered, or
			given value, extended credit or assumed liability, in reliance on any original
			Securities, documents or other written instruments which prove to:

			(1)	bear a Forgery or a fraudulently material alteration,

			(2)	have been lost or stolen, or
			(3)	be Counterfeit, or

		b.	guaranteed in writing or witnessed any signatures on any transfer,
			assignment, bill of sale, power of attorney, guarantee, endorsement or other
			obligation upon or in connection with any Securities, documents or other
			written instruments.

		Actual physical possession, and continued actual physical possession if taken as
		collateral, of such Securities, documents or other written instruments by an
		Employee, Custodian, or a Federal or State chartered deposit institution of the
		ASSURED is a condition precedent to the ASSURED having relied on such items.
		Release or return of such collateral is an acknowledgment by the ASSURED that it
		no longer relies on such collateral.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 2 of 19

Insuring Clauses


Extended Forgery		For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile
(continued)		signature is treated the same as a handwritten signature.


Counterfeit Money	6.	Loss resulting directly from the receipt by the ASSURED in good faith of any
		Counterfeit money.


Threats To Person	7.	Loss resulting directly from surrender of Property away from an office of the
		ASSURED as a result of a threat communicated to the ASSURED to do bodily
		harm to an Employee as defined in Section 1.e. (1), (2) and (5), a Relative or
		invitee of such Employee, or a resident of the household of such Employee, who
		is, or allegedly is, being held captive provided, however, that prior to the surrender
		of such Property:
		a.	the Employee who receives the threat has made a reasonable effort to
			notify an officer of the ASSURED who is not involved in such threat, and
		b.	the ASSURED has made a reasonable effort to notify the Federal Bureau of
			Investigation and local law enforcement authorities concerning such threat.
		It is agreed that for purposes of this INSURING CLAUSE, any Employee of the
		ASSURED, as set forth in the preceding paragraph, shall be deemed to be an
		ASSURED hereunder, but only with respect to the surrender of money, securities
		and other tangible personal property in which such Employee has a legal or
		equitable interest.


Computer System	8.	Loss resulting directly from fraudulent:
		a.	entries of data into, or
		b.	changes of data elements or programs within,
		a Computer System, provided the fraudulent entry or change causes:

			(1)	funds or other property to be transferred, paid or delivered,
			(2)	an account of the ASSURED or of its customer to be added, deleted,
				debited or credited, or
			(3)	an unauthorized account or a fictitious account to be debited or
				credited.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 3 of 19

Insuring Clauses
(continued)


Voice Initiated Funds	9.	Loss resulting directly from Voice Initiated Funds Transfer Instruction directed
Transfer Instruction		to the ASSURED authorizing the transfer of dividends or redemption proceeds of
		Investment Company shares from a Customer's account, provided such Voice
		Initiated Funds Transfer Instruction was:
		a.	received at the ASSURED'S offices by those Employees of the ASSURED
			specifically authorized to receive the Voice Initiated Funds Transfer
			Instruction,
		b.	made by a person purporting to be a Customer, and
		c.	made by said person for the purpose of causing the ASSURED or Customer
			to sustain a loss or making an improper personal financial gain for such
			person or any other person.
		In order for coverage to apply under this INSURING CLAUSE, all Voice Initiated
		Funds Transfer Instructions must be received and processed in accordance with
		the Designated Procedures outlined in the APPLICATION furnished to the
		COMPANY.


Uncollectible Items of	10.	Loss resulting directly from the ASSURED having credited an account of a
Deposit		customer, shareholder or subscriber on the faith of any Items of Deposit which
		prove to be uncollectible, provided that the crediting of such account causes:
		a.	redemptions or withdrawals to be permitted,
		b.	shares to be issued, or
		c.	dividends to be paid,
		from an account of an Investment Company.
		In order for coverage to apply under this INSURING CLAUSE, the ASSURED
		must hold Items of Deposit for the minimum number of days stated in the
		APPLICATION before permitting any redemptions or withdrawals, issuing any
		shares or paying any dividends with respect to such Items of Deposit.
		Items of Deposit shall not be deemed uncollectible until the ASSURED'S
		standard collection procedures have failed.


Audit Expense	11.	Expense incurred by the ASSURED for that part of the cost of audits or
		examinations required by any governmental regulatory authority or self-regulatory
		organization to be conducted by such authority, organization or their appointee by
		reason of the discovery of loss sustained by the ASSURED and covered by this
		Bond.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 4 of 19

General Agreements


Additional Companies	A.	If more than one corporation, or Investment Company, or any combination of
Included As Assured		them is included as the ASSURED herein:
		(1)	The total liability of the COMPANY under this Bond for loss or losses
			sustained by any one or more or all of them shall not exceed the limit for
			which the COMPANY would be liable under this Bond if all such loss were
			sustained by any one of them.

		(2)	Only the first named ASSURED shall be deemed to be the sole agent of the
			others for all purposes under this Bond, including but not limited to the giving
			or receiving of any notice or proof required to be given and for the purpose of
			effecting or accepting any amendments to or termination of this Bond. The
			COMPANY shall furnish each Investment Company with a copy of the
			Bond and with any amendment thereto, together with a copy of each formal
			filing of claim by any other named ASSURED and notification of the terms of
			the settlement of each such claim prior to the execution of such settlement.

		(3)	The COMPANY shall not be responsible for the proper application of any
			payment made hereunder to the first named ASSURED.

		(4)	Knowledge possessed or discovery made by any partner, director, trustee,
			officer or supervisory employee of any ASSURED shall constitute knowledge
			or discovery by all the ASSUREDS for the purposes of this Bond.

		(5)	If the first named ASSURED ceases for any reason to be covered under this
			Bond, then the ASSURED next named on the APPLICATION shall thereafter
			be considered as the first named ASSURED for the purposes of this Bond.


Representation Made By	B.	The ASSURED represents that all information it has furnished in the
Assured		APPLICATION for this Bond or otherwise is complete, true and correct. Such
		APPLICATION and other information constitute part of this Bond.

		The ASSURED must promptly notify the COMPANY of any change in any fact or
		circumstance which materially affects the risk assumed by the COMPANY under
		this Bond.

		Any intentional misrepresentation, omission, concealment or incorrect statement of
		a material fact, in the APPLICATION or otherwise, shall be grounds for recision of
		this Bond.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 5 of 19

General Agreements
(continued)


Additional Offices Or	C.	If the ASSURED, other than an Investment Company, while this Bond is in force,
Employees - Consolidation,		merges or consolidates with, or purchases or acquires assets or liabilities of
Merger Or Purchase Or		another institution, the ASSURED shall not have the coverage afforded under this
Acquisition Of Assets Or		Bond for loss which has:
Liabilities - Notice To		(1)	occurred or will occur on premises, or
Company
		(2)	been caused or will be caused by an employee, or
		(3)	arisen or will arise out of the assets or liabilities,
		of such institution, unless the ASSURED:
		a.	gives the COMPANY written notice of the proposed consolidation, merger or
			purchase or acquisition of assets or liabilities prior to the proposed effective
			date of such action, and
		b.	obtains the written consent of the COMPANY to extend some or all of the
			coverage provided by this Bond to such additional exposure, and
		c.	on obtaining such consent, pays to the COMPANY an additional premium.


Change Of Control -	D.	When the ASSURED learns of a change in control (other than in an Investment
Notice To Company		Company), as set forth in Section 2(a) (9) of the Investment Company Act of
		1940,	the ASSURED shall within sixty (60) days give written notice to the
		COMPANY setting forth:
		(1)	the names of the transferors and transferees (or the names of the beneficial
			owners if the voting securities are registered in another name),
		(2)	the total number of voting securities owned by the transferors and the
			transferees (or the beneficial owners), both immediately before and after the
			transfer, and
		(3)	the total number of outstanding voting securities.
		Failure to give the required notice shall result in termination of coverage for any
		loss involving a transferee, to be effective on the date of such change in control.


Court Costs And	E.	The COMPANY will indemnify the ASSURED for court costs and reasonable
Attorneys’ Fees		attorneys' fees incurred and paid by the ASSURED in defense, whether or not
		successful, whether or not fully litigated on the merits and whether or not settled,
		of any claim, suit or legal proceeding with respect to which the ASSURED would
		be entitled to recovery under this Bond. However, with respect to INSURING
		CLAUSE 1., this Section shall only apply in the event that:
		(1)	an Employee admits to being guilty of Larceny or Embezzlement,
		(2)	an Employee is adjudicated to be guilty of Larceny or Embezzlement, or

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 6 of 19

General Agreements


Court Costs And	(3)	in the absence of 1 or 2 above, an arbitration panel agrees, after a review of
Attorneys’ Fees		an agreed statement of facts between the COMPANY and the ASSURED,
(continued)		that an Employee would be found guilty of Larceny or Embezzlement if
		such Employee were prosecuted.

	The ASSURED shall promptly give notice to the COMPANY of any such suit or
	legal proceeding and at the request of the COMPANY shall furnish copies of all
	pleadings and pertinent papers to the COMPANY. The COMPANY may, at its
	sole option, elect to conduct the defense of all or part of such legal proceeding.
	The defense by the COMPANY shall be in the name of the ASSURED through
	attorneys selected by the COMPANY. The ASSURED shall provide all reasonable
	information and assistance as required by the COMPANY for such defense.

	If the COMPANY declines to defend the ASSURED, no settlement without the
	prior written consent of the COMPANY nor judgment against the ASSURED shall
	determine the existence, extent or amount of coverage under this Bond.

	If the amount demanded in any such suit or legal proceeding is within the
	DEDUCTIBLE AMOUNT, if any, the COMPANY shall have no liability for court
	costs and attorney's fees incurred in defending all or part of such suit or legal
	proceeding.

	If the amount demanded in any such suit or legal proceeding is in excess of the
	LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable
	INSURING CLAUSE, the COMPANY'S liability for court costs and attorney's fees
	incurred in defending all or part of such suit or legal proceedings is limited to the
	proportion of such court costs and attorney's fees incurred that the LIMIT OF
	LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURING
	CLAUSE bears to the total of the amount demanded in such suit or legal
	proceeding.

	If the amount demanded is any such suit or legal proceeding is in excess of the
	DEDUCTIBLE AMOUNT, if any, but within the LIMIT OF LIABILITY stated in ITEM
	2.	of the DECLARATIONS for the applicable INSURING CLAUSE, the
	COMPANY'S liability for court costs and attorney's fees incurred in defending all or
	part of such suit or legal proceedings shall be limited to the proportion of such
	court costs or attorney's fees that the amount demanded that would be payable
	under this Bond after application of the DEDUCTIBLE AMOUNT, bears to the total
	amount demanded.

	Amounts paid by the COMPANY for court costs and attorneys' fees shall be in
	addition to the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 7 of 19

Conditions And
Limitations


Definitions	1.	As used in this Bond:
		a.	Computer System means a computer and all input, output, processing,
			storage, off-line media libraries, and communication facilities which are
			connected to the computer and which are under the control and supervision
			of the operating system(s) or application(s) software used by the ASSURED.

		b.	Counterfeit means an imitation of an actual valid original which is intended
			to deceive and be taken as the original.

		c.	Custodian means the institution designated by an Investment Company to
			maintain possession and control of its assets.
		d.	Customer means an individual, corporate, partnership, trust customer,
			shareholder or subscriber of an Investment Company which has a written
			agreement with the ASSURED for Voice Initiated Funds Transfer
			Instruction.

		e.	Employee means:

			(1)	an officer of the ASSURED,

			(2)	a natural person while in the regular service of the ASSURED at any of
				the ASSURED'S premises and compensated directly by the ASSURED
				through its payroll system and subject to the United States Internal
				Revenue Service Form W-2 or equivalent income reporting plans of
				other countries, and whom the ASSURED has the right to control and
				direct both as to the result to be accomplished and details and means
				by which such result is accomplished in the performance of such
				service,

			(3)	a guest student pursuing studies or performing duties in any of the
				ASSURED'S premises,

			(4)	an attorney retained by the ASSURED and an employee of such
				attorney while either is performing legal services for the ASSURED,

			(5)	a natural person provided by an employment contractor to perform
				employee duties for the ASSURED under the ASSURED'S supervision
				at any of the ASSURED'S premises,

			(6)	an employee of an institution merged or consolidated with the
				ASSURED prior to the effective date of this Bond,

			(7)	a director or trustee of the ASSURED, but only while performing acts
				within the scope of the customary and usual duties of any officer or
				other employee of the ASSURED or while acting as a member of any
				committee duly elected or appointed to examine or audit or have
				custody of or access to Property of the ASSURED, or

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 8 of 19

Conditions And
Limitations


Definitions	(8)	each natural person, partnership or corporation authorized by written
(continued)		agreement with the ASSURED to perform services as electronic data
		processor of checks or other accounting records related to such checks but
		only while such person, partnership or corporation is actually performing
		such services and not:

		a.	creating, preparing, modifying or maintaining the ASSURED'S
			computer software or programs, or

		b.	acting as transfer agent or in any other agency capacity in issuing
			checks, drafts or securities for the ASSURED,

	(9)	any partner, officer or employee of an investment advisor, an underwriter
		(distributor), a transfer agent or shareholder accounting recordkeeper, or an
		administrator, for an Investment Company while performing acts coming
		within the scope of the customary and usual duties of an officer or employee
		of an Investment Company or acting as a member of any committee duly
		elected or appointed to examine, audit or have custody of or access to
		Property of an Investment Company.

		The term Employee shall not include any partner, officer or employee of a
		transfer agent, shareholder accounting recordkeeper or administrator:

		a.	which is not an "affiliated person" (as defined in Section 2(a) of the
			Investment Company Act of 1940) of an Investment Company or of
			the investment advisor or underwriter (distributor) of such Investment
			Company, or

		b.	which is a "bank" (as defined in Section 2(a) of the Investment
			Company Act of 1940).
			This Bond does not afford coverage in favor of the employers of
			persons as set forth in e. (4), (5) and (8) above, and upon payment to
			the ASSURED by the COMPANY resulting directly from Larceny or
			Embezzlement committed by any of the partners, officers or
			employees of such employers, whether acting alone or in collusion with
			others, an assignment of such of the ASSURED'S rights and causes of
			action as it may have against such employers by reason of such acts
			so committed shall, to the extent of such payment, be given by the
			ASSURED to the COMPANY, and the ASSURED shall execute all
			papers necessary to secure to the COMPANY the rights provided for
			herein.

		Each employer of persons as set forth in e.(4), (5) and (8) above and the
		partners, officers and other employees of such employers shall collectively
		be deemed to be one person for all the purposes of this Bond; excepting,
		however, the fifth paragraph of Section 13.

		Independent contractors not specified in e.(4), (5) or (8) above,
		intermediaries, agents, brokers or other representatives of the same general
		character shall not be considered Employees.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 9 of 19

Conditions And
Limitations


Definitions	f.	Forgery means the signing of the name of another natural person with the
(continued)		intent to deceive but does not mean a signature which consists in whole or in
		part of one's own name, with or without authority, in any capacity for any
		purpose.
	g.	Investment Company means any investment company registered under the
		Investment Company Act of 1940 and listed under the NAME OF ASSURED
		on the DECLARATIONS.

	h.	Items of Deposit means one or more checks or drafts drawn upon a
		financial institution in the United States of America.
	i.	Larceny or Embezzlement means larceny or embezzlement as defined in
		Section 37 of the Investment Company Act of 1940.

	j.	Property means money, revenue and other stamps; securities; including any
		note, stock, treasury stock, bond, debenture, evidence of indebtedness,
		certificate of deposit, certificate of interest or participation in any profit-
		sharing agreement, collateral trust certificate, preorganization certificate or
		subscription, transferable share, investment contract, voting trust certificate,
		certificate of deposit for a security, fractional undivided interest in oil, gas, or
		other mineral rights, any interest or instruments commonly known as a
		security under the Investment Company Act of 1940, any other certificate of
		interest or participation in, temporary or interim certificate for, receipt for,
		guarantee of, or warrant or right to subscribe to or purchase any of the
		foregoing; bills of exchange; acceptances; checks; withdrawal orders; money
		orders; travelers' letters of credit; bills of lading; abstracts of title; insurance
		policies, deeds, mortgages on real estate and/or upon chattels and interests
		therein; assignments of such policies, deeds or mortgages; other valuable
		papers, including books of accounts and other records used by the
		ASSURED in the conduct of its business (but excluding all electronic data
		processing records); and, all other instruments similar to or in the nature of
		the foregoing in which the ASSURED acquired an interest at the time of the
		ASSURED'S consolidation or merger with, or purchase of the principal
		assets of, a predecessor or which are held by the ASSURED for any
		purpose or in any capacity and whether so held gratuitously or not and
		whether or not the ASSURED is liable therefor.

	k.	Relative means the spouse of an Employee or partner of the ASSURED
		and any unmarried child supported wholly by, or living in the home of, such
		Employee or partner and being related to them by blood, marriage or legal
		guardianship.
	l.	Securities, documents or other written instruments means original
		(including original counterparts) negotiable or non-negotiable instruments, or
		assignments thereof, which in and of themselves represent an equitable
		interest, ownership, or debt and which are in the ordinary course of business
		transferable by delivery of such instruments with any necessary
		endorsements or assignments.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 10 of 19

Conditions And
Limitations


Definitions		m.	Subsidiary means any organization that, at the inception date of this Bond,
(continued)			is named in the APPLICATION or is created during the BOND PERIOD and
			of which more than fifty percent (50%) of the outstanding securities or voting
			rights representing the present right to vote for election of directors is owned
			or controlled by the ASSURED either directly or through one or more of its
			subsidiaries.

		n.	Transportation Company means any organization which provides its own
			or its leased vehicles for transportation or which provides freight forwarding
			or air express services.
		o.	Voice Initiated Election means any election concerning dividend options
			available to Investment Company shareholders or subscribers which is
			requested by voice over the telephone.

		p.	Voice Initiated Redemption means any redemption of shares issued by an
			Investment Company which is requested by voice over the telephone.

		q.	Voice Initiated Funds Transfer Instruction means any Voice Initiated
			Redemption or Voice Initiated Election.

		For the purposes of these definitions, the singular includes the plural and the
		plural includes the singular, unless otherwise indicated.


General Exclusions -	2.	This bond does not directly or indirectly cover:
Applicable to All Insuring		a.	loss not reported to the COMPANY in writing within sixty (60) days after
Clauses			termination of this Bond as an entirety;

		b.	loss due to riot or civil commotion outside the United States of America and
			Canada, or any loss due to military, naval or usurped power, war or
			insurrection. This Section 2.b., however, shall not apply to loss which occurs
			in transit in the circumstances recited in INSURING CLAUSE 3., provided
			that when such transit was initiated there was no knowledge on the part of
			any person acting for the ASSURED of such riot, civil commotion, military,
			naval or usurped power, war or insurrection;

		c.	loss resulting from the effects of nuclear fission or fusion or radioactivity;

		d.	loss of potential income including, but not limited to, interest and dividends
			not realized by the ASSURED or by any customer of the ASSURED;

		e.	damages of any type for which the ASSURED is legally liable, except
			compensatory damages, but not multiples thereof, arising from a loss
			covered under this Bond;

		f.	costs, fees and expenses incurred by the ASSURED in establishing the
			existence of or amount of loss under this Bond, except to the extent covered
			under INSURING CLAUSE 11.;

		g.	loss resulting from indirect or consequential loss of any nature;

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 11 of 19

Conditions And
Limitations


General Exclusions -		h.	loss resulting from dishonest acts by any member of the Board of Directors
Applicable to All Insuring			or Board of Trustees of the ASSURED who is not an Employee, acting
Clauses			alone or in collusion with others;
(continued)		i.	loss, or that part of any loss, resulting solely from any violation by the
			ASSURED or by any Employee:
			(1)	of any law regulating:
				a.	the issuance, purchase or sale of securities,
				b.	securities transactions on security or commodity exchanges or
					the over the counter market,
				c.	investment companies,
				d.	investment advisors, or
			(2)	of any rule or regulation made pursuant to any such law; or
		j.	loss of confidential information, material or data;
		k.	loss resulting from voice requests or instructions received over the
			telephone, provided however, this Section 2.k. shall not apply to INSURING
			CLAUSE 7. or 9.


Specific Exclusions -	3.	This Bond does not directly or indirectly cover:
Applicable To All Insuring		a.	loss caused by an Employee, provided, however, this Section 3.a. shall not
Clauses Except Insuring			apply to loss covered under INSURING CLAUSE 2. or 3. which results
Clause 1.			directly from misplacement, mysterious unexplainable disappearance, or
			damage or destruction of Property;
		b.	loss through the surrender of property away from premises of the ASSURED
			as a result of a threat:
			(1)	to do bodily harm to any natural person, except loss of Property in
				transit in the custody of any person acting as messenger of the
				ASSURED, provided that when such transit was initiated there was no
				knowledge by the ASSURED of any such threat, and provided further
				that this Section 3.b. shall not apply to INSURING CLAUSE 7., or
			(2)	to do damage to the premises or Property of the ASSURED;
		c.	loss resulting from payments made or withdrawals from any account
			involving erroneous credits to such account;
		d.	loss involving Items of Deposit which are not finally paid for any reason
			provided however, that this Section 3.d. shall not apply to INSURING
			CLAUSE 10.;
		e.	loss of property while in the mail;

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 12 of 19

Conditions And

Limitations

Specific Exclusions -

loss resulting from the failure for any reason of a financial or depository

Applicable To All Insuring

institution, its receiver or other liquidator to pay or deliver funds or other

Clauses Except Insuring

Property to the ASSURED provided further that this Section 3.f. shall not

Clause 1.

apply to loss of Property resulting directly from robbery, burglary,

destruction or removal from the possession, custody or control of the

ASSURED.

loss of Property while in the custody of a Transportation Company,

provided however, that this Section 3.g. shall not apply to INSURING

CLAUSE 3.;

loss resulting from entries or changes made by a natural person with

authorized access to a Computer System who acts in good faith on

instructions, unless such instructions are given to that person by a software

contractor or its partner, officer, or employee authorized by the ASSURED to

design, develop, prepare, supply, service, write or implement programs for

the ASSURED's Computer System; or

loss resulting directly or indirectly from the input of data into a Computer

System terminal, either on the premises of the customer of the ASSURED

or under the control of such a customer, by a customer or other person who

had authorized access to the customer's authentication mechanism.

Specific Exclusions -

This bond does not directly or indirectly cover:

Applicable To All Insuring

loss resulting from the complete or partial non-payment of or default on any

Clauses Except Insuring

loan whether such loan was procured in good faith or through trick, artifice,

Clauses 1., 4., And 5.

fraud or false pretenses; provided, however, this Section 4.a. shall not apply

to INSURING CLAUSE 8.;

loss resulting from forgery or any alteration;

loss involving a counterfeit provided, however, this Section 4.c. shall not

apply to INSURING CLAUSE 5. or 6.

Limit Of Liability/Non-

At all times prior to termination of this Bond, this Bond shall continue in force for

Reduction And Non-

the limit stated in the applicable sections of ITEM 2. of the DECLARATIONS,

Accumulation Of Liability

notwithstanding any previous loss for which the COMPANY may have paid or be

liable to pay under this Bond provided, however, that the liability of the COMPANY

under this Bond with respect to all loss resulting from:

any one act of burglary, robbery or hold-up, or attempt thereat, in which no

Employee is concerned or implicated, or

any one unintentional or negligent act on the part of any one person

resulting in damage to or destruction or misplacement of Property, or

all acts, other than those specified in a. above, of any one person, or

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 13 of 19

Conditions And
Limitations


Limit Of Liability/Non-		d.	any one casualty or event other than those specified in a., b., or c. above,
Reduction And Non-		shall be deemed to be one loss and shall be limited to the applicable LIMIT OF
Accumulation Of Liability		LIABILITY stated in ITEM 2. of the DECLARATIONS of this Bond irrespective of
(continued)		the total amount of such loss or losses and shall not be cumulative in amounts
		from year to year or from period to period.

		All acts, as specified in c. above, of any one person which

		i.	directly or indirectly aid in any way wrongful acts of any other person or
			persons, or

		ii.	permit the continuation of wrongful acts of any other person or persons

		whether such acts are committed with or without the knowledge of the wrongful
		acts of the person so aided, and whether such acts are committed with or without
		the intent to aid such other person, shall be deemed to be one loss with the
		wrongful acts of all persons so aided.


Discovery	6.	This Bond applies only to loss first discovered by an officer of the ASSURED
		during the BOND PERIOD. Discovery occurs at the earlier of an officer of the
		ASSURED being aware of:

		a.	facts which may subsequently result in a loss of a type covered by this Bond,
			or

		b.	an actual or potential claim in which it is alleged that the ASSURED is liable
			to a third party,

		regardless of when the act or acts causing or contributing to such loss occurred,
		even though the amount of loss does not exceed the applicable DEDUCTIBLE
		AMOUNT, or the exact amount or details of loss may not then be known.


Notice To Company -	7.	a.	The ASSURED shall give the COMPANY notice thereof at the earliest
Proof - Legal Proceedings			practicable moment, not to exceed sixty (60) days after discovery of loss, in
Against Company			an amount that is in excess of 50% of the applicable DEDUCTIBLE
			AMOUNT, as stated in ITEM 2. of the DECLARATIONS.

		b.	The ASSURED shall furnish to the COMPANY proof of loss, duly sworn to,
			with full particulars within six (6) months after such discovery.

		c.	Securities listed in a proof of loss shall be identified by certificate or bond
			numbers, if issued with them.

		d.	Legal proceedings for the recovery of any loss under this Bond shall not be
			brought prior to the expiration of sixty (60) days after the proof of loss is filed
			with the COMPANY or after the expiration of twenty-four (24) months from
			the discovery of such loss.
		e.	This Bond affords coverage only in favor of the ASSURED. No claim, suit,
			action or legal proceedings shall be brought under this Bond by anyone
			other than the ASSURED.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 14 of 19

Conditions And
Limitations


Notice To Company -		f.	Proof of loss involving Voice Initiated Funds Transfer Instruction shall
Proof - Legal Proceedings			include electronic recordings of such instructions.
Against Company
(continued)


Deductible Amount	8.	The COMPANY shall not be liable under any INSURING CLAUSES of this Bond
		on account of loss unless the amount of such loss, after deducting the net amount
		of all reimbursement and/or recovery obtained or made by the ASSURED, other
		than from any Bond or policy of insurance issued by an insurance company and
		covering such loss, or by the COMPANY on account thereof prior to payment by
		the COMPANY of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth in
		ITEM 3. of the DECLARATIONS, and then for such excess only, but in no event
		for more than the applicable LIMITS OF LIABILITY stated in ITEM 2. of the
		DECLARATIONS.

		There shall be no deductible applicable to any loss under INSURING CLAUSE 1.
		sustained by any Investment Company.


Valuation	9.	BOOKS OF ACCOUNT OR OTHER RECORDS
		The value of any loss of Property consisting of books of account or other records
		used by the ASSURED in the conduct of its business shall be the amount paid by
		the ASSURED for blank books, blank pages, or other materials which replace the
		lost books of account or other records, plus the cost of labor paid by the
		ASSURED for the actual transcription or copying of data to reproduce such books
		of account or other records.

		The value of any loss of Property other than books of account or other records
		used by the ASSURED in the conduct of its business, for which a claim is made
		shall be determined by the average market value of such Property on the
		business day immediately preceding discovery of such loss provided, however,
		that the value of any Property replaced by the ASSURED with the consent of the
		COMPANY and prior to the settlement of any claim for such Property shall be the
		actual market value at the time of replacement.

		In the case of a loss of interim certificates, warrants, rights or other securities, the
		production of which is necessary to the exercise of subscription, conversion,
		redemption or deposit privileges, the value of them shall be the market value of
		such privileges immediately preceding their expiration if said loss is not discovered
		until after their expiration. If no market price is quoted for such Property or for
		such privileges, the value shall be fixed by agreement between the parties.
		OTHER PROPERTY

		The value of any loss of Property, other than as stated above, shall be the actual
		cash value or the cost of repairing or replacing such Property with Property of
		like quality and value, whichever is less.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 15 of 19

Conditions And
Limitations
(continued)


Securities Settlement	10.	In the event of a loss of securities covered under this Bond, the COMPANY may,
		at its sole discretion, purchase replacement securities, tender the value of the
		securities in money, or issue its indemnity to effect replacement securities.

		The indemnity required from the ASSURED under the terms of this Section
		against all loss, cost or expense arising from the replacement of securities by the
		COMPANY'S indemnity shall be:

		a.	for securities having a value less than or equal to the applicable
			DEDUCTIBLE AMOUNT - one hundred (100%) percent;

		b.	for securities having a value in excess of the DEDUCTIBLE AMOUNT but
			within the applicable LIMIT OF LIABILITY - the percentage that the
			DEDUCTIBLE AMOUNT bears to the value of the securities;

		c.	for securities having a value greater than the applicable LIMIT OF LIABILITY
			- the percentage that the DEDUCTIBLE AMOUNT and portion in excess of
			the applicable LIMIT OF LIABILITY bears to the value of the securities.

		The value referred to in Section 10.a., b., and c. is the value in accordance with
		Section 9, VALUATION, regardless of the value of such securities at the time the
		loss under the COMPANY'S indemnity is sustained.

		The COMPANY is not required to issue its indemnity for any portion of a loss of
		securities which is not covered by this Bond; however, the COMPANY may do so
		as a courtesy to the ASSURED and at its sole discretion.
		The ASSURED shall pay the proportion of the Company's premium charge for the
		Company's indemnity as set forth in Section 10.a., b., and c. No portion of the
		LIMIT OF LIABILITY shall be used as payment of premium for any indemnity
		purchased by the ASSURED to obtain replacement securities.


Subrogation - Assignment - 11.		In the event of a payment under this Bond, the COMPANY shall be subrogated to
Recovery		all of the ASSURED'S rights of recovery against any person or entity to the extent
		of such payment. On request, the ASSURED shall deliver to the COMPANY an
		assignment of the ASSURED'S rights, title and interest and causes of action
		against any person or entity to the extent of such payment.

		Recoveries, whether effected by the COMPANY or by the ASSURED, shall be
		applied net of the expense of such recovery in the following order:

		a.	first, to the satisfaction of the ASSURED'S loss which would otherwise have
			been paid but for the fact that it is in excess of the applicable LIMIT OF
			LIABILITY,

		b.	second, to the COMPANY in satisfaction of amounts paid in settlement of
			the ASSURED'S claim,

		c.	third, to the ASSURED in satisfaction of the applicable DEDUCTIBLE
			AMOUNT, and

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 16 of 19

Conditions And
Limitations


Subrogation - Assignment -		d.	fourth, to the ASSURED in satisfaction of any loss suffered by the
Recovery			ASSURED which was not covered under this Bond.
(continued)		Recovery from reinsurance or indemnity of the COMPANY shall not be deemed a
		recovery under this section.


Cooperation Of Assured	12.	At the COMPANY'S request and at reasonable times and places designated by
		the COMPANY, the ASSURED shall:

		a.	submit to examination by the COMPANY and subscribe to the same under
			oath,

		b.	produce for the COMPANY'S examination all pertinent records, and

		c.	cooperate with the COMPANY in all matters pertaining to the loss.

		The ASSURED shall execute all papers and render assistance to secure to the
		COMPANY the rights and causes of action provided for under this Bond. The
		ASSURED shall do nothing after loss to prejudice such rights or causes of action.


Termination	13.	If the Bond is for a sole ASSURED, it shall not be terminated unless written notice
		shall have been given by the acting party to the affected party and to the
		Securities and Exchange Commission, Washington, D.C., not less than sixty (60)
		days prior to the effective date of such termination.
		If the Bond is for a joint ASSURED, it shall not be terminated unless written notice
		shall have been given by the acting party to the affected party, and by the
		COMPANY to all ASSURED Investment Companies and to the Securities and
		Exchange Commission, Washington, D.C., not less than sixty (60) days prior to
		the effective date of such termination.
		This Bond will terminate as to any one ASSURED, other than an Investment
		Company:

		a.	immediately on the taking over of such ASSURED by a receiver or other
			liquidator or by State or Federal officials, or

		b.	immediately on the filing of a petition under any State or Federal statute
			relative to bankruptcy or reorganization of the ASSURED, or assignment for
			the benefit of creditors of the ASSURED, or

		c.	immediately upon such ASSURED ceasing to exist, whether through merger
			into another entity, disposition of all of its assets or otherwise.

		The COMPANY shall refund the unearned premium computed at short rates in
		accordance with the standard short rate cancellation tables if terminated by the
		ASSURED or pro rata if terminated for any other reason.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 17 of 19

Conditions And
Limitations


Termination		If any partner, director, trustee, or officer or supervisory employee of an
(continued)		ASSURED not acting in collusion with an Employee learns of any dishonest act
		committed by such Employee at any time, whether in the employment of the
		ASSURED or otherwise, whether or not such act is of the type covered under this
		Bond, and whether against the ASSURED or any other person or entity, the
		ASSURED:

		a.	shall immediately remove such Employee from a position that would enable
			such Employee to cause the ASSURED to suffer a loss covered by this
			Bond; and
		b.	within forty-eight (48) hours of learning that an Employee has committed
			any dishonest act, shall notify the COMPANY, of such action and provide full
			particulars of such dishonest act.

		The COMPANY may terminate coverage as respects any Employee sixty (60)
		days after written notice is received by each ASSURED Investment Company
		and the Securities and Exchange Commission, Washington, D.C. of its desire to
		terminate this Bond as to such Employee.


Other Insurance	14.	Coverage under this Bond shall apply only as excess over any valid and collectible
		insurance, indemnity or suretyship obtained by or on behalf of:

		a.	the ASSURED,
		b.	a Transportation Company, or

		c.	another entity on whose premises the loss occurred or which employed the
			person causing the loss or engaged the messenger conveying the Property
			involved.


Conformity	15.	If any limitation within this Bond is prohibited by any law controlling this Bond's
		construction, such limitation shall be deemed to be amended so as to equal the
		minimum period of limitation provided by such law.


Change or Modification	16.	This Bond or any instrument amending or affecting this Bond may not be changed
		or modified orally. No change in or modification of this Bond shall be effective
		except when made by written endorsement to this Bond signed by an authorized
		representative of the COMPANY.

		If this Bond is for a sole ASSURED, no change or modification which would
		adversely affect the rights of the ASSURED shall be effective prior to sixty (60)
		days after written notice has been furnished to the Securities and Exchange
		Commission, Washington, D.C., by the acting party.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 18 of 19

Conditions And
Limitations


Change or Modification		If this Bond is for a joint ASSURED, no charge or modification which would
(continued)		adversely affect the rights of the ASSURED shall be effective prior to sixty (60)
		days after written notice has been furnished to all insured Investment Companies
		and to the Securities and Exchange Commission, Washington, D.C., by the
		COMPANY.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 19 of 19

				FEDERAL INSURANCE COMPANY
				Endorsement No.:	1 Bond
				Bond Number:	82047607


NAME OF ASSURED: THE HYPERION BROOKFIELD TOTAL RETURN FUND, INC.
			STOP PAYMENT ORDER OR REFUSAL TO PAY CHECK ENDORSEMENT
It is agreed that this Bond is amended as follows:
1.	By adding the following INSURING CLAUSE:
	“12.	Stop Payment Order or Refusal to Pay Check
		Loss resulting directly from the ASSURED being legally liable to pay compensatory damages
		for:
		a.	complying or failing to comply with notice from any customer of the ASSURED or any
			authorized representative of such customer, to stop payment on any check or draft made or
			drawn upon or against the ASSURED by such customer or by any authorized representative
			of such customer, or
		b.	refusing to pay any check or draft made or drawn upon or against the ASSURED by any
			customer of the ASSURED or by any authorized representative of such customer.”
2.	By adding the following Specific Exclusion:
	“Section 4.A. Specific Exclusions – Applicable to INSURING CLAUSE 12
	This Bond does not directly or indirectly cover:
	a.	liability assumed by the ASSURED by agreement under any contract, unless such liability would
		have attached to the ASSURED even in the absence of such agreement,
	b.	loss arising out of:
		(1)	libel, slander, wrongful entry, eviction, defamation, false arrest, false imprisonment,
			malicious prosecution, assault or battery,
		(2)	sickness, disease, physical bodily harm, mental or emotional distress or anguish, or death of
			any person, or
		(3)	discrimination.”
This Endorsement applies to loss discovered after 12:01 a.m. on July 30, 2008.
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

Date: August 12, 2008

[Missing Graphic Reference]

ICAP Bond
Form 17-02-2365 (Ed. 10-00)

				FEDERAL INSURANCE COMPANY
				Endorsement No.: 2 Bond
				Bond Number:	82047607


NAME OF ASSURED: THE HYPERION BROOKFIELD TOTAL RETURN FUND, INC.
			UNAUTHORIZED SIGNATURE ENDORSEMENT
It is agreed that this Bond is amended as follows:
1.	By adding the following INSURING CLAUSE:
	13.	Unauthorized Signature
		Loss resulting directly from the ASSURED having accepted, paid or cashed any check or
		Withdrawal Order made or drawn on or against the account of the ASSURED’S customer which
		bears the signature or endorsement of one other than a person whose name and signature is on
		file with the ASSURED as a signatory on such account.
		It shall be a condition precedent to the ASSURED'S right of recovery under this INSURING
		CLAUSE that the ASSURED shall have on file signatures of all the persons who are signatories on
		such account.
2.	By adding to Section 1., Definitions, the following:
	r.	Instruction means a written order to the issuer of an Uncertificated Security requesting that the
		transfer, pledge or release from pledge of the specified Uncertificated Security be registered.
	s.	Uncertificated Security means a share, participation or other interest in property of or an
		enterprise of the issuer or an obligation of the issuer, which is:
		(1)	not represented by an instrument and the transfer of which is registered on books maintained
			for that purpose by or on behalf of the issuer, and
		(2)	of a type commonly dealt in on securities exchanges or markets, and
		(3)	either one of a class or series or by its terms divisible into a class or series of shares,
			participations, interests or obligations.

ICAP Bond
Form 17-02-5602 (Ed. 10-03) Page 1

t.		Withdrawal Order means a non-negotiable instrument, other than an Instruction, signed by a
		customer of the ASSURED authorizing the ASSURED to debit the customer’s account in the
		amount of funds stated therein.




This Endorsement applies to loss discovered after 12:01 a.m. on July 30, 2008.


ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

Date: August 12, 2008

[Missing Graphic Reference]

ICAP Bond
Form 17-02-5602 (Ed. 10-03) Page 2

			FEDERAL INSURANCE COMPANY

			Endorsement No.: 3 Bond

			Bond Number:	82047607



NAME OF ASSURED: THE HYPERION BROOKFIELD TOTAL RETURN FUND, INC.

		NEW YORK AMENDATORY ENDORSEMENT

It is agreed that this Bond is amended as follows:

1.	By adding to Section 13, Termination, the following:

	Bonds In Effect Sixty (60) Days Or Less

	If this Bond has been in effect for less than sixty (60) days and if it is not a renewal Bond, the COMPANY
	may terminate it for any reason by mailing or delivering to the ASSURED and to the authorized agent or
	broker, if any, written notice of termination at least sixty (60) days before the effective date of
	termination.

	Bonds In Effect More Than Sixty (60) Days

	If this Bond has been in effect for sixty (60) days or more, or if it is a renewal of a Bond issued by the
	COMPANY, it may be terminated by the COMPANY by mailing or delivering to the ASSURED and to
	the authorized agent or broker, if any, written notice of termination at least sixty (60) days before the
	effective date of termination. Furthermore, when the Bond is a renewal or has been in effect for sixty
	(60) days or more, the COMPANY may terminate only for one or more of the reasons stated in 1-7
	below.

	1.	Nonpayment of premium;

	2.	Conviction of a crime arising out of acts increasing the hazard insured against ;

	3.	Discovery of fraud or material misrepresentation in the obtaining of this Bond or in the presentation
		of a claim thereunder;

	4.	Violation of any provision of this Bond that substantially and materially increases the hazard
		insured against, and which occurred subsequent to inception of the current BOND PERIOD;

	5.	If applicable, material physical change in the property insured, occurring after issuance or last
		annual renewal anniversary date of this Bond, which results in the property becoming uninsurable
		in accordance with the COMPANY's objective, uniformly applied underwriting standards in effect at
		the time this Bond was issued or last renewed; or material change in the nature or extent of this
		Bond occurring after issuance or last annual renewal anniversary date of this Bond, which causes
		the risk of loss to be substantially and materially increased beyond that contemplated at the time
		this Bond was issued or last renewed;

ICAP Bond - New York
Form 17-02-2863 (Rev. 7-03) Page 1

	6.	A determination by the Superintendent of Insurance that continuation of the present premium
		volume of the COMPANY would jeopardize the COMPANY's policyholders, creditors or the public,
		or continuing the Bond itself would place the COMPANY in violation of any provision of the New
		York Insurance Code; or
	7.	Where the COMPANY has reason to believe, in good faith and with sufficient cause, that there is a
		probable risk or danger that the Property will be destroyed by the ASSURED for the purpose of
		collecting the insurance proceeds.
	Notice Of Termination
	Notice of termination under this SECTION shall be mailed to the ASSURED and to the authorized agent
	or broker, if any, at the address shown on the DECLARATIONS of this Bond. The COMPANY, however,
	may deliver any notice instead of mailing it.
	Return Premium Calculations
	The COMPANY shall refund the unearned premium computed pro rata if this Bond is terminated by the
	COMPANY."
2.	By adding a new Section reading as follows:
	"Section 17. Election To Conditionally Renew / Nonrenew This Bond
	Conditional Renewal
	If the COMPANY conditionally renews this Bond subject to:
	1.	Change of limits of liability ;
	2.	Change in type of coverage;
	3.	Reduction of coverage;
	4.	Increased deductible;
	5.	Addition of exclusion; or
	6.	Increased premiums in excess of 10%, exclusive of any premium increase due to and
		commensurate with insured value added; or as a result of experience rating, retrospective rating or
		audit; the COMPANY shall send notice as provided in Notices Of Nonrenewal And Conditional
		Renewal immediately below.
	Notices Of Nonrenewal And Conditional Renewal
	1.	If the COMPANY elects not to renew this Bond, or to conditionally renew this Bond as provided
		herein, the COMPANY shall mail or deliver written notice to the ASSURED at least sixty (60) but
		not more than one hundred twenty (120) days before:
		a.	The expiration date; or
		b.	The anniversary date if this Bond has been written for a term of more than one year.

ICAP Bond - New York
Form 17-02-2863 (Rev. 7-03) Page 2

	2.	Notice shall be mailed or delivered to the ASSURED at the address shown on the
		DECLARATIONS of this Bond and the authorized agent or broker, if any. If notice is mailed, proof
		of mailing shall be sufficient proof of notice.

	3.	Paragraphs 1. and 2. immediately above shall not apply when the ASSURED, authorized agent or
		broker, or another insurer has mailed or delivered written notice to the COMPANY that the Bond
		has been replaced or is no longer desired.

3.	By adding to General Agreement B., Representations Made By Assured, the following:

	No misrepresentation shall be deemed material unless knowledge by the COMPANY would have lead to
	the COMPANY'S refusal to write this Bond.




This Endorsement applies to loss discovered after 12:01 a.m. on July 30, 2008.




ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

Date: August 12, 2008

[Missing Graphic Reference]

ICAP Bond - New York
Form 17-02-2863 (Rev. 7-03) Page 3

			ENDORSEMENT/RIDER
Effective date of
this endorsement/rider: July 30, 2008		FEDERAL INSURANCE COMPANY
		Endorsement/Rider No. 4 Bond
		To be attached to and
		form a part of Bond No. 82047607


Issued to: THE HYPERION BROOKFIELD TOTAL RETURN FUND, INC.
	DELETING VALUATION-OTHER PROPERTY AND AMENDING CHANGE OR MODIFICATION
		ENDORSEMENT
In consideration of the premium charged, it is agreed that this Bond is amended as follows:
1.	The paragraph titled Other Property in Section 9, Valuation, is deleted in its entirety.
2.	The third paragraph in Section 16, Change or Modification, is deleted in its entirety and replaced
	with the following:
	If this Bond is for a joint ASSURED, no change or modification which would adversely affect the
	rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been
	furnished to all insured Investment Companies and the Securities and Exchange Commission,
	Washington, D.C., by the COMPANY.


The title and any headings in this endorsement/rider are solely for convenience and form no part of the
terms and conditions of coverage.
All other terms, conditions and limitations of this Bond shall remain unchanged.

[Missing Graphic Reference]

17-02-2437 (12/2006) rev.

Page 1

Effective date of
this endorsement: July 30, 2008	FEDERAL INSURANCE COMPANY
	Endorsement No.: 5 Bond
	To be attached to and form a part of Bond
	Number:	82047607


Issued to: THE HYPERION BROOKFIELD TOTAL RETURN FUND, INC.
COMPLIANCE WITH APPLICABLE TRADE SANCTION LAWS RIDER
It is agreed that this insurance does not apply to the extent that trade or economic sanctions or other
laws or regulations prohibit the coverage provided by this insurance.




ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

Date: August 12, 2008

[Missing Graphic Reference]

Form 14-02-9228 (Ed. 4/2004)

	FEDERAL INSURANCE COMPANY

	Endorsement No:	6 Bond
	Bond Number:	82047607
NAME OF ASSURED: THE HYPERION BROOKFIELD TOTAL RETURN FUND, INC.

AMEND NAME OF ASSURED ENDORSEMENT
It is agreed that NAME OF ASSURED of the DECLARATIONS for this Bond is amended to include the
following:
The Hyperion Brookfield Total Return Fund, Inc.
The Hyperion Brookfield Strategic Mortgage Income Fund Inc.
Hyperion Brookfield Income Fund, Inc
Hyperion Brookfield Collateralized Security Fund, Inc.

This Endorsement applies to loss discovered after 12:01 a.m. on July 30, 2008.
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

Date: August 12, 2008

[Missing Graphic Reference]

ICAP Bond
Form 17-02-6272 (Ed. 8-04) Page 1

		FEDERAL INSURANCE COMPANY

		Endorsement No. 7 Bond

		Bond Number:		82047607

NAME OF ASSURED: THE HYPERION BROOKFIELD TOTAL RETURN FUND, INC.



	REVISE ITEM 2. ENDORSEMENT

It is agreed that this Bond is amended by deleting ITEM 2. in its entirety on the DECLARATIONS and
substituting the following:

ITEM 2. LIMITS OF LIABILITY-DEDUCTIBLE AMOUNTS:

If "Not Covered" is inserted below opposite any specified INSURING CLAUSE, such INSURING
CLAUSE and any other reference to such INSURING CLAUSE in this Bond shall be deemed to be
deleted. There shall be no deductible applicable to any loss under INSURING CLAUSE 1
sustained by any Investment Company.

			SINGLE LOSS		DEDUCTIBLE
INSURING CLAUSE			LIMIT OF LIABILITY		AMOUNT
1.	Employee		$ 2,625,000.		$ 25,000.
2.	On Premises		$ 2,625,000.		$ 25,000.
3.	In Transit		$ 2,625,000.		$ 25,000.
4.	Forgery or Alteration		$ 2,625,000.		$ 25,000.
5.	Extended Forgery		$ 2,625,000.		$ 25,000.
6.	Counterfeit Currency		$ 2,625,000.		$ 25,000.
7.	Threats to Person		$ 2,625,000.		$ 25,000.
8.	Computer System		$ 2,625,000.		$ 25,000.
9.	Voice Initiated Funds Transfer Instruction		$ 2,625,000.		$ 25,000.
10. Uncollectible Items of Deposit			$ 50,000.		$ 5,000.
11. Audit Expense			$ 50,000.		$ 5,000.
12. Stop Payment Order or Refusal to Pay Check			$ 25,000.		$ 5,000.
13. Unauthorized Signature			$ 25,000.		$ 5,000.


This Endorsement applies to loss discovered after 12:01 a.m. on July 30, 2008.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

Date: August 12, 2008

[Missing Graphic Reference]

ICAP Bond
Form 17-02-1582 (Ed. 5-98) Page 1

IMPORTANT NOTICE TO POLICYHOLDERS

All of the members of the Chubb Group of Insurance companies doing business in the United States (hereinafter “Chubb”) distribute their products through licensed insurance brokers and agents (“producers”). Detailed information regarding the types of compensation paid by Chubb to producers on US insurance transactions is available under the Producer Compensation link located at the bottom of the page at www.chubb.com, or by calling 1-866-588-9478. Additional information may be available from your producer.

Thank you for choosing Chubb.

10-02-1295 (ed. 5/2007)

Important Notice:

The SEC Requires Proof of Your Fidelity Insurance Policy

Your company is now required to file an electronic copy of your fidelity insurance coverage (Chubb’s ICAP Bond policy) to the Securities and Exchange Commission (SEC), according to rules adopted by the SEC on June 12, 2006.

Chubb is in the process of providing your agent/broker with an electronic copy of your insurance policy as well as instructions on how to submit this proof of fidelity insurance coverage to the SEC. You can expect to receive this information from your agent/broker shortly.

The electronic copy of your policy is provided by Chubb solely as a convenience and does not affect the terms and conditions of coverage as set forth in the paper policy you receive by mail. The terms and conditions of the policy mailed to you, which are the same as those set forth in the electronic copy, constitute the entire agreement between your company and Chubb.

If you have any questions, please contact your agent or broker.

Form 14-02-12160 (ed. 7/2006)

POLICYHOLDER
DISCLOSURE NOTICE OF
TERRORISM INSURANCE COVERAGE
(for policies with no terrorism exclusion or sublimit)
You are hereby notified that, under the Terrorism Risk Insurance Act (the “Act”), effective
December 26, 2007, this policy makes available to you insurance for losses arising out of
certain acts of terrorism. Terrorism is defined as any act certified by the Secretary of the
Treasury, in concurrence with the Secretary of State and the Attorney General of the
United States, to be an act of terrorism; to be a violent act or an act that is dangerous to
human life, property or infrastructure; to have resulted in damage within the United
States, or outside the United States in the case of an air carrier or vessel or the premises
of a United States Mission; and to have been committed by an individual or individuals as
part of an effort to coerce the civilian population of the United States or to influence the
policy or affect the conduct of the United States Government by coercion.

You should know that the insurance provided by your policy for losses caused by acts of
terrorism is partially reimbursed by the United States under the formula set forth in the
Act. Under this formula, the United States pays 85% of covered terrorism losses that
exceed the statutorily established deductible to be paid by the insurance company
providing the coverage.

However, if aggregate insured losses attributable to terrorist acts certified under the Act
exceed $100 billion in a Program Year (January 1 through December 31), the Treasury
shall not make any payment for any portion of the amount of such losses that exceeds
$100 billion.

10-02-1281 (Ed. 1/2003)

If aggregate insured losses attributable to terrorist acts certified under the Act exceed

$100 billion in a Program Year (January 1 through December 31) and we have met our

insurer deductible under the Act, we shall not be liable for the payment of any portion of

the amount of such losses that exceeds $100 billion, and in such case insured losses up

to that amount are subject to pro rata allocation in accordance with procedures

established by the Secretary of the Treasury.

The portion of your policy’s annual premium that is attributable to insurance for such acts

of terrorism is: $ -0-.

If you have any questions about this notice, please contact your agent or broker.

10-02-1281 (Ed. 1/2003)

THE HYPERION BROOKFIELD TOTAL RETURN FUND, INC.

THE HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND,
INC.

HYPERION BROOKFIELD COLLATERALIZED SECURITIES FUND, INC.

HYPERION BROOKFIELD INCOME FUND, INC.

Excerpt of Minutes of a meeting of the Board of Directors Held on June 26, 2008

Review and Renewal of Joint Fidelity Bond and Participation in Joint Fidelity Bond Agreement among the Funds

Following discussion, and on a motion duly made and seconded, the Board unanimously approved the following resolution:

WHEREAS, the Fund has previously satisfied the fidelity bond coverage requirements of Rule 17g-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) by participating in a joint fidelity bond (the “Joint Fidelity Bond”); and

WHEREAS, in connection with the participation in the Joint Fidelity Bond, The Hyperion Brookfield Strategic Mortgage Income Fund, Inc., The Hyperion Brookfield Total Return Fund, Inc. Hyperion Brookfield Income Fund, Inc. and Hyperion Brookfield Collateralized Securities Fund, Inc. (the “Hyperion Fund Complex”) have entered into a Joint Fidelity Bond Agreement (the “Joint Fidelity Bond Agreement”) providing for the allocation of premiums and minimum levels of recoveries among the Hyperion Fund Complex; and

WHEREAS, it is proposed that the Joint Fidelity Bond be continued for a one year period from July 30, 2008 through July 30, 2009, and that the Funds continue to satisfy the fidelity bond coverage requirement under the 1940 Act through participation in the continuance of the Joint Fidelity Bond; and

WHEREAS, it is also proposed, in connection with the continuance of the Joint Fidelity Bond, that the Fund enter into a new Joint Fidelity Bond Agreement on substantially the same terms and conditions as contained in the current Joint Fidelity Bond Agreement, which new Joint Fidelity Bond Agreement shall be in substantially the form presented to the Board.

NOW, THEREFORE, BE IT RESOLVED, that the Joint Fidelity Bond be continued for a one year period from July 30, 2008 to July 30, 2009, and that the Funds continue to satisfy the fidelity bond coverage requirements under the 1940 Act through participation in the continuance of the Joint Fidelity Bond; and be it further

RESOLVED, that, in connection with the continuance of the Joint Fidelity Bond, the Fund is authorized to enter into a new Joint Fidelity Bond Agreement on substantially the same terms and conditions as contained in the current Joint Fidelity Bond Agreement,

which the new Joint Fidelity Bond Agreement shall be in substantially the form presented to the Board; and be it further

RESOLVED, that the Fund’s officers are severally authorized to execute and deliver such documents as may be required to effectuate the foregoing resolutions, to pay any premium as may from time to time be required, and to take such further action as may be required by any applicable laws, rules or regulations in connection with implementing any of the foregoing resolutions.

SCHEDULE A

HYPERION BROOKFIELD ASSET MANAGEMENT, INC.
Summary of Proposed Fidelity Bond Insurance Program for the Hyperion Funds
For the Insurance Policy Year Ending July 30, 2009

($2,625,000 Joint Fidelity Bond)

Total Quoted Premium
for 07/30/2008 through 07/30/2009	$	6,351

ALLOCATION OF PREMIUM TO THE INDIVIDUAL FUNDS FOR $2.625 MILLION JOINT FIDELITY BOND

FUND	Total Return Fund (HTR)		Strategic Mortgage Fund (HSM)		Brookfield Income Fund (HBIF)		Collateralized Securities Fund (HCS)


Minimum required coverage per Rule 17g-1 of the 1940 Act		$750,000		$525,000		$600,000		$750,000
Gross Assets (1)		$271,000,000		$117,000,000		$196,000,000		$389,000,000
Allocation of $2,625,000 Joint Fidelity Bond Premium (2)		$1,769		$764		$1,279		$2,539
Stand Alone Premium (3)		$3,000		$3,000		$3,000		$3,000

Notes:
(1)		As of March 31, 2008 (in millions)
(2)		Allocation based on Fund's gross assets as of March 31, 2008 in accordance to Rule 17g-1 of the 1940 Act
(3)		Premium amounts for each Fund on a stand alone basis at minimum required coverage for one year