<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Lend Lease Hyperion High-Yield CMBS Fund, Inc.
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(Name of Issuer)
Common Stock, Par value $0.01 per share
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(Title of Class of Securities)
Not applicable
----------------------------------------------
(CUSIP Number)
Ellen Oster, Esq., 767 Fifth Avenue, New York, NY 10153,(212)418-6126
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 16, 2000
----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copes of the schedule, including all exhibits. See(S)240.13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
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CUSIP NO. N/A 13D Page 2 of 15 Pages
- -------------------------- -----------------------
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1 NAMES OF REPORTING PERSON
General Motors Employes Global Group Pension Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,097,706 shares, with a commitment to acquire
3,869,048 additional shares (See Item 5 below)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,097,706 shares, with a commitment to acquire
3,869,048 additional shares. (See Item 5 below)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,097,706 shares, with a commitment to acquire 3,869,048 additional
shares. (See Item 5 below)
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions) [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1,097,706 shares represent 92% of the issued and outstanding shares as of
the date of filing.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
EP
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<PAGE>
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CUSIP NO. 13D Page 3 of 15 Pages
- ------------------------- -------------------------
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1 NAMES OF REPORTING PERSON
General Motors Investment Management Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 382903925
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,097,706 shares, with a commitment to acquire
3,869,048 additional shares. (See Item 5 below)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,097,706 shares, with a commitment to acquire
3,869,048 additional shares. (See Item 5 below)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,097,706 shares, with a commitment to acquire, 3,869,048 additional
shares. (See Item 5 below)
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1,097,706 shares represent 92% of the issued and outstanding shares as of
the date of filing.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IA, CO
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<PAGE>
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CUSIP NO. N/A 13D Page 4 of 15 Pages
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1 NAMES OF REPORTING PERSON
General Motors Trust Company
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Hampshire
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SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,097,706 shares, with a commitment to acquire
3,869,048 additional shares. (See Item 5 below)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,097,706 share, with a commitment to acquire
3,869,048 additional shares. (See Item 5 below)
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,097,706 shares, with a commitment to acquire 3,869,048 additional shares
(See Item 5 below)
- ------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1,097,706 shares represent 92% of the issued and outstanding shares as of
the date of filing.
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BK
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<PAGE>
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CUSIP No. N/A 13D Page 5 of 15 Pages
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Item 1. Security and Issuer
This statement relates to shares of common stock, par value $0.01 per share
(the "Shares") of Lend Lease Hyperion High-Yield CMBS Fund, Inc. ("Issuer" or
"Fund") with its principal executive offices at c/o Lend Lease Hyperion Capital
Advisors, L.L.C., One Liberty Plaza, New York, New York 10006-1404.
Item 2. Identity and Background
(a) This Statement is filed by: General Motors Employes Global Group
Pension Trust, (the "Trust") a trust formed pursuant to the laws of the State of
New York under and for the benefit of certain employee benefit plans of General
Motors Corporation ("GM"), Delphi Automotive Systems ("Delphi") and their
respective affiliates (the "Plans"); General Motors Investment Management
Corporation, a Delaware corporation ("GMIMCo"); and General Motors Trust
Company, a chartered trust company formed pursuant to the laws of the State of
New Hampshire which is the trustee with respect to the Trust ("GMTC"). The
Trust, GMIMCo and GMTC are referred to herein as the "Reporting Persons."
(b) The business address of the Trust is 767 Fifth Avenue, New York, New
York 10153. The business address of GMIMCo is 767 Fifth Avenue, New York, New
York 10153. The business address of GMTC is 767 Fifth Avenue, New York, New York
10153. The business address of GM, a Delaware corporation engaged in automobile
manufacturing, is 300 Renaissance Center, Detroit, Michigan 48265-3000.
(c) The assets of the Trust including the Shares are held by GMTC, acting
as trustee (the "Trustee"). GMTC maintains the assets of the Trust and retains
investment managers, including GMIMCo. Pursuant to the investment management
agreement, GMIMCo has the power to vote and dispose of the Shares. GMIMCo is a
wholly-owned subsidiary of GM, the principal business of which is providing
investment advice and investment management services with respect to the assets
of certain employee benefit plans of GM, Delphi and their respective affiliates
and with respect to the assets of certain subsidiaries of GM and associated
entities. GMTC is a wholly-owned subsidiary of GM, the principal business of
which is providing trust and investment management services.
Appendix A, which is incorporated herein by reference, sets forth the
following information with respect to the executive officers and directors of
each of GM and the Reporting Persons: (i) name, (ii) business address, and
(iii) present principal occupation or employment and the name, principal
business and address of any corporation or organization in which such employment
is conducted.
(d) During the past five years, none of the Reporting Persons, GM or, to
the best knowledge of the Reporting Persons, any of the persons identified on
Appendix A has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons, GM or, to
the best knowledge of the Reporting Persons, any of the persons identified on
Appendix A was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such entity or person was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) To the best knowledge of GM, each of its executive officers and
directors is a United States citizen, other than Nobuyuki Idei, who is a citizen
of Japan, Percy N. Barnevik, who is a citizen of Sweden, and Eckhard Pfeiffer,
who is a citizen of Germany. The Trust has no executive officers or directors.
To the best knowledge of GMIMCo, each of its executive officers and directors
is a United States citizen other than Tony Duen-Li Kao, who is a citizen of
Taiwan and J. Desmond MacIntyre, who is a dual citizen of the United States and
the Republic of Ireland. To the best knowledge of GMTC, each of its executive
officers and directors is a United States citizen other than Tony Duen-Li Kao,
who is a citizen of Taiwan and J. Desmond MacIntyre, who is a dual citizen of
the United States and the Republic of Ireland.
Item 3. Source and Amount of Funds or Other Consideration
The Trust has paid $11 million to the Fund and has committed to pay an
additional $39 million in exchange for shares common stock (as described in Item
5). The source of the consideration is the assets of certain of the Plans.
Item 4. Purpose of Transaction
The purpose of this transaction is to acquire an interest in a non-
diversified closed-end management investment company whose investment objective
is to provide high total return by investing in securities backed by real estate
debt. As of April 7, 2000, GMTC managed for the benefit of the Trust an
aggregate of 1,097,706 Shares, representing 92% of the 1,191,731 then issued
and outstanding shares. Pursuant to a subscription agreement dated March 15,
2000 (the "Subscription Agreement"), the Trust has committed to pay the Fund an
additional $39 million in one or more payments prior to the termination of the
Fund. (See Item 5 below)
Except as set forth herein, none of the Reporting Persons, GM or, to the
best knowledge of the Reporting Persons, any person identified on Appendix A has
any plans or proposals that would result in or relate to any of the transactions
described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
The various trusts established under the Plans invest in a variety of
investment media, including publicly traded and privately placed securities.
Such investments could include Shares and/or other securities of the Issuer in
addition to those referred to in this statement ("Additional Securities"). The
investment and voting decisions regarding any Additional Securities which might
be owned by such trusts are made by the trustees thereof or unrelated investment
managers, who, in so acting, act independently of GMIMCo and /or GMTC (although
the appointment of such investment managers is subject to authorization of and
termination by GMIMCo) and/or GMTC. No information regarding any such holdings
by such trusts under the Plans is contained in this statement.
<PAGE>
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CUSIP No. N/A 13D Page 6 of 15 Pages
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Item 5. Interest in Securities of the Issuer
(a)-(b) On April 7, 2000, GMTC managed for the benefit of the Trust an
aggregate of 1,097,706 Shares, representing approximately 92% of the 1,191,731
then issued and outstanding Shares. Pursuant to the Subscription Agreement, the
Trust has committed to pay the Fund an additional $39 million in one or more
payments, as required by the Fund, in exchange for Shares. Pursuant to the
Subscription Agreement, the Fund may require payment at any time prior to the
termination date of the Fund. The termination date of the Fund is expected to be
December 31, 2001, unless more than 75% of the Fund's shareholders agree to
extend the Fund's duration. The number of Shares of common stock the Trust will
receive upon payment(s) pursuant to the Subscription Agreement will be
determined by the then current net asset value of the Shares. As of the date of
this filing, based on the net asset value of the Shares as of March 31, 2000,
the payment of the full $39 million commitment would result in the acquisition
by the Trust of 3,869,048 more Shares. As of the date of this statement, each of
the Trust, by virtue of its ownership of the Shares, and GMIMCo and GMTC, by
virtue of their shared voting and dispositive power over the Shares, may be
deemed to own beneficially (as that term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Act")) all Shares the Trust
has and may acquire. Pursuant to Rule 13d-4, the Reporting persons expressly
declare that the filing of this statement shall not be construed as an admission
that any such Person is, for the purposes for (S)(S)13(d) or 13(g) of the Act,
the beneficial owner of any securities covered by this statement.
Neither GM nor, to the best knowledge of the Reporting Persons, any of
the persons named in Appendix A owns beneficially (as that term is defined in
Rule 13d-3 under the Act) any Shares.
(c) None of the Reporting Persons, GM or, to the best knowledge of the
Reporting Persons, any person named in Appendix A, has effected any transactions
in the Shares during the past 60 days.
(d) GMIMCo as the named fiduciary of the Plans with respect to
investments has the authority to direct the Trustee to make payments from the
Trust (which may include dividends from or proceeds from the sale of Shares held
by the Trust) to other trusts under the Plans and to other persons.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than the Subscription Agreement and the other agreements
described in Item 4 or Item 5 above, there are no contracts, arrangements,
understandings, or relationships between GM, the Trust, GMIMCo or GMTC or, to
the best of its knowledge, any executive officer or director of GM, the Trust,
GMIMCo or GMTC and any other person with respect to any securities of the
Issuer, including any contract, arrangement, understanding or relationship
concerning the transfer or the voting of any securities of the Issuer, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
EXHIBIT 1 Subscription Agreement dated March 15, 2000, between General
Motors Employes Global Group Pension Trust and Lend Lease Hyperion High-
Yield CMBS Fund, Inc.
EXHIBIT 2 Joint Filing Agreement dated April [__], 2000, between the Reporting
Persons pursuant to Rule 13d-1(k) under the Act.
<PAGE>
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CUSIP No, N/A 13D Page 7 of 15 Pages
- -------------------- -------------------
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GENERAL MOTORS EMPLOYES GLOBAL GROUP PENSION TRUST (by
General Motors Trust Company, as trustee)
By: __________________________________
Name: Tony Duen-Li Kao
Title: Managing Director, North American Fixed
Income, General Motors Trust Company
Date: April [__], 2000.
<PAGE>
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CUSIP No. N/A 13D Page 8 of 15 Pages
- ------------------ ---------------------
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: __________________________________
Name: Tony Duen-Li Kao
Title: Managing Director,
North American Fixed Income
Date: April [__], 2000.
<PAGE>
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CUSIP No, N/A 13D Page 9 of 15 Pages
- ------------------- -------------------
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GENERAL MOTORS TRUST COMPANY
By: __________________________________
Name: Tony Duen-Li Kao
Title: Managing Director,
North American Fixed
Income
Date: April [__], 2000.
<PAGE>
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CUSIP No. N/A 13D Page 10 of 15 Pages
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EXHIBIT INDEX
EXHIBIT 1 Subscription Agreement dated March 15, 2000, between General Motors
Employes Global Group Pension Trust and Lend Lease Hyperion High-Yield
CMBS Fund, Inc.
EXHIBIT 2 Joint Filing Agreement dated April [__], 2000, between the Reporting
Persons pursuant to Rule 13d-1(k) under the Act.
<PAGE>
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CUSIP No. N/A 13D Page 11 of 15 Pages
- -------------------- SCHEDULE I ---------------------
DIRECTORS AND EXECUTIVE OFFICERS OF
GENERAL MOTORS CORPORATION
The name, business address, present principal occupation or employment, and
the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each of the directors and
executive officers of General Motors Corporation is set forth below. Unless
otherwise specified, the business address of each person listed below is 300
Renaissance Center, Detroit, Michigan 48265-3000.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS POSITION WITH GM PRINCIPAL OCCUPATION, IF OTHER THAN
AS EXECUTIVE OFFICER OF GM
<S> <C> <C>
Percy N. Barnevik Director Chairman, ABB Ltd.
ABB Ltd.
Affolternstasse 44
Box 8131
CH-8050 Zurich, Switzerland
John H. Bryan Director Chairman and Chief Executive
Sara Lee Corporation Officer, Sara Lee Corporation
Three First National Plaza, 46/th/ Fl.
Chicago, Il 60602-4260
Thomas E. Everhart Director Professor Emeritus and Professor of
California Institute of Technology Electrical Engineering and Applied
1200 E. California Blvd. Physics, California Institute of
Mail Code 202-31 Technology
Pasadena, CA 91125
Charles T. Fisher III Director
100 Renaissance Center
Suite 3520
Detroit, MI 48243-7301
John D. Finnegan Executive Vice President;
Chairman and President,
General Motors
Acceptance Corporation
George M. C. Fisher Director Chairman of the Board, Eastman
Eastman Kodak Company Kodak Company
343 State Street
Rochester, NY 14650-0229
Nobuyuki Idei Director President and CEO, Sony Corporation
Sony Corporation
6-735 Kitashinagawa
Shinagawa-ku Tokyo 141-0001
Karen Katen Director President, Pfizer U.S.
Pfizer Inc. Pharmaceuticals Group; Executive
235 East 42/nd/ Street V.P., Pfizer Pharmaceuticals Group;
New York, NY 10017-5755
J. Michael Losh Executive Vice President;
Chief Financial Officer
J. Willard Marriott, Jr. Director Chairman and Chief Executive
Marriott International, Inc. Officer, Marriott International,
One Marriott Drive Inc.
Washington, D.C. 20058
</TABLE>
<PAGE>
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CUSIP No. N/A 13D Page 12 of 15 Pages
- -------------------- ---------------------
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS POSITION WITH GM PRINCIPAL OCCUPATION, IF OTHER THAN
AS EXECUTIVE OFFICER OF GM
<S> <C> <C>
Ann D. McLaughlin Director Chairman, The Aspen Institute
The Aspen Institute
133 New Hampshire Ave, NW
Suite 1070
Washington, D.C. 20036
Harry J. Pearce Vice Chairman of the Board
Eckhard Pfeiffer Director
John G. Smale Director Retired Chairman, The Procter &
The Procter & Gamble Company Gamble Company
P.O. Box 599
Mailbox #16
Cincinnati, OH 45201-0599
John F. Smith, Jr. Chairman of the Board and
Chief Executive Officer
Louis W. Sullivan Director President, Morehouse School of
Morehouse School of Medicine Medicine
720 Westview Drive, S.W.
Atlanta, GA 30310-1495
G. Richard Wagoner, Jr. President, Chief Operating
Officer and Director
Dennis Weatherstone Director Retired
c/o J. P. Morgan & Co., Incorporated
60 Wall Street, 21/st/ Floor
New York, NY 10260
Ronald L. Zarrella Executive Vice President;
President, GM North America
</TABLE>
<PAGE>
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CUSIP No. N/A 13D Page 13 of 15 Pages
- -------------------- SCHEDULE I ---------------------
DIRECTORS AND EXECUTIVE OFFICERS OF
GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION
The name, business address, present principal occupation or employment, and
the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each of the directors and
executive officers of General Motors Corporation is set forth below. Unless
otherwise specified, the business address of each person listed below is 767
Fifth Avenue, New York, New York 10153.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS POSITION WITH GMIMCo PRINCIPAL OCCUPATION, IF OTHER THAN
AS EXECUTIVE OFFICER OF GMIMCo
<S> <C> <C>
W. Allen Reed Chairman of the Board of Directors
and President and Chief Executive
Officer
Thomas E. Dobrowski Director and Managing Director,
Real Estate and Alternative
Investments
Margaret M. Eisen Director and Managing Director,
North American Equities
Charles G. Froland Director and Managing Director,
Private Market Investments
David F. Holstein Director and Managing Director,
International Investments
Tony Duen-Li Kao Director and Managing Director,
North American Fixed Income
Michael E. Klehm Director and Chief Operating Officer
R. Charles Tschampion Director and Managing Director,
Investment Strategy and Defined
Contribution Plans
B. Jack Miller Director and Vice President,
Business Development
J. Desmond Mac Intyre Vice President Financial
Accounting, Chief Financial
Officer, Treasurer, and Chief
Information Officer
Edgar J. Sullivan Vice President, Investment Research
Susan G. Ezrati Chief Investment Officer, GM
Subsidiaries
</TABLE>
<PAGE>
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CUSIP No. N/A 13D Page 14 of 15 Pages
- -------------------- SCHEDULE I ---------------------
DIRECTORS AND EXECUTIVE OFFICERS OF
GENERAL MOTORS TRUST COMPANY
The name, business address, present principal occupation or employment, and
the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each of the directors and
executive officers of General Motors Trust Company is set forth below. Unless
otherwise specified, the business address of each person listed below is 767
Fifth Avenue, New York, NY 10153.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS POSITION WITH GMTC PRINCIPAL OCCUPATION, IF OTHER THAN
AS EXECUTIVE OFFICER OF GMTC
<S> <C> <C>
W. Allen Reed Chairman of the Board of Directors,
Chief Executive Officer and Trust
Committee Member
Thomas E. Dobrowski Managing Director, Real Estate and
Alternative Investments, and Audit
Committee Member
Margaret M. Eisen Managing Director, North American
Equities and Trust Committee Member
Charles G. Froland Managing Director, Private Market
Investments
David F. Holstein Managing Director, International
Investments
Tony Duen-Li Kao Managing Director, North American
Fixed Income and Trust Committee
Member
Michael E. Klehm Director and Chief Operating
Officer and Trust Committee Member
R. Charles Tschampion Director, Managing Director,
Investment Strategy and Asset
Allocation, Managing Director,
Defined Contribution Plans and
Trust Committee Member
B. Jack Miller Director and Vice President,
Business Development
J. Desmond Mac Intyre Director, Vice President Financial
Accounting, Chief Financial
Officer, Treasurer, and Chief
Information Officer
Edgar J. Sullivan Vice President, Investment Research
and Trust Committee Member
Susan G. Ezrati Chief Investment Officer, GM
Subsidiaries and Trust Committee
Member
Peter X. Sickinger Vice President, Compliance Officer
and Audit Committee Member
Patricia M. McDonald Secretary, Vice President,
Performance Analytics and Audit
Committee Member
</TABLE>
<PAGE>
GENERAL MOTORS TRUST COMPANY,
AS TRUSTEE FOR
GENERAL MOTORS EMPLOYEES GLOBAL GROUP PENSION TRUST
767 FIFTH AVENUE, NEW YORK, N.Y. 10153
March 15, 2000
Lend Lease Hyperion High-Yield CMBS Fund, Inc.
One Liberty Plaza
New York, NY 10006
Re: Subscription Agreement to purchase shares of common stock, par
value $.001 of Lend Lease Hyperion High Yield CMBS Fund, Inc. (the
"Fund")
Dear Sir or Madam:
In connection with our above-referenced subscription of shares of the
Fund, 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.)
1. In lieu of the statements, representations and warranties in (a) of
the first paragraph of Section 2 and (b) of the fourth paragraph of Section 2
(collectively, the "Covered Provisions") of the Subscription Agreement, the
Investor states that:
(a) The Investor is a group trust ( the "Trust") that was organized
for the benefit of certain trusts (the "Plan Trusts") under certain
employee benefit plans of General Motors Corporation, Delphi Automotive
Systems Corporation and their respective affiliates (the "Plans"). The Plan
Trusts are the sole beneficiaries of the Trust;
<PAGE>
2
March 15, 2000
(b) The funds used or to be used by the Trust for the purpose of
acquiring an interest in the Fund were or are to be contributed to the
Trust for such purpose by the Plan Trusts; the Trust had and has no right
to require such funds to be contributed to it; however, the decision that
the Plan Trusts contribute such funds to the Trust and that the Trust
acquire an interest in the Fund was made under the authority of the "named
fiduciary" (as such term is defined in ERISA) with respect to investments
of the Plans, which is the same person who usually passes on such matters
for the Plan Trusts and, accordingly, was the result of one study and
investigation;
(c) The named fiduciary of the Plans with respect to investments has
the authority to dissolve the Trust and/or require the Trust to transfer an
interest in the Fund to the Plan Trusts (or any other trust maintained
under the Plans) at any time; and
(d) Subject to the circumstances as described above (including the
authority of the named fiduciary of the Plans with respect to investments),
the Trust makes the statements, representations and warranties in the
Covered Provisions.
2. For purposes of Section 2 of the Subscription Agreement, the
Investment Officer is Peter M. Madden, Portfolio Manager, General Motors
Investment Management Corporation.
3. Replace the representations and warranties in Section 2(j) with the
following: "The Fund has provided the Investor, and covenants to provide
Investor in the future, with true, complete and correct copies of the form of
all letters, agreements, undertakings and other documents (collectively referred
to as "Side Letters") by and among the Fund, its adviser or any person acting
with respect to either, on the one hand, and any investor, on the other hand,
relating to such investor's purchase of Fund Shares or any terms, conditions,
operations, obligations or other understandings affecting the Fund. Investor
may elect to receive, be covered by or be subject to any rights, benefits,
provisions or modifications extended to other investors, which will
automatically be offered to the Investor."
4. Add the following undertaking as Section 4: "The Adviser will cause
the Fund (and any company controlled thereby) not to engage in any transaction
that would result in an affiliated person or promoter of or principal
underwriter for the Fund or any affiliated person of such a
<PAGE>
3
March 15, 2000
person, promoter, or principal underwriter, acting as principal to be in
violation of Section 17 of the 1940 Act."
General Motors Trust Company, as trustee for
General Motors Employes Global Group Pension
Trust
By: /s/ Tony Kao
---------------------------------------
Name: Tony Kao
Title: Managing Director, North American
Fixed Income
AGREED AND ACCEPTED:
LEND LEASE HYPERION HIGH-YIELD CMBS FUND, INC.
By: /s/ Joseph Tropeano
---------------------------------------
Name: Joseph Tropeano
Title: Secretary & Compliance Officer
LEND LEASE HYPERION CAPITAL ADVISORS, L.L.C.
as adviser to the Fund
By: /s/ Joseph Tropeano
---------------------------------------
Name: Joseph Tropeano
Title: Secretary & Compliance Officer
<PAGE>
A-1
LEND LEASE HYPERION HIGH-YIELD CMBS FUND, INC.
SUBSCRIPTION AGREEMENT
The undersigned investor ("Investor") hereby subscribes to purchase for
shares of common stock in Lend Lease Hyperion High-Yield CMBS Fund, Inc. (the
"Fund") (such shares hereinafter referred to as "Fund Shares") in the
Subscription Amount set forth on the signature page hereof ("Subscription
Amount"). Unless otherwise defined herein, or unless the context requires
otherwise, the defined terms used herein have the same meaning as used in the
Private Placement Memorandum of the Fund (the "Private Placement Memorandum").
The Investor acknowledges that (i) this subscription, when received by the
Fund, will be irrevocable, (ii) the Fund may reject the subscription in its
absolute and sole discretion at any time prior to the delivery and payment for
the Shares (the "Closing"), and (iii) this subscription will only be deemed to
have been accepted upon confirmation that this Subscription Agreement has been
accepted by the Fund, when payment for the Fund Shares has been made in
accordance with the Trade Payment Authorization Form included as part of this
booklet and when the Fund deposits, receives and acknowledges payment of the
Subscription Amount by delivering a countersigned duplicate copy of this
Agreement at the Closing. With this subscription, the Investor tenders the
following completed and duly executed documents: (a) a completed Subscription
Agreement; and (b) an Investor Qualification Statement, and (c) a Trade Payment
Authorization Form. The Subscription Amount must be paid by check or wire
transfer payable according to instructions provided in the Trade Payment
Authorization Form.
1. Investor Acknowledgments and Representations
---------------------------------------------
The Investor hereby acknowledges, represents, and warrants to, and agrees
with the Fund as follows:
This offering is being made in reliance upon an exemption from
registration under the Securities Act of 1933, as amended, and the
regulations thereunder (the "Securities Act") for an offer and sale of
securities that do not involve a public offering. The Fund Shares offered
hereby are subject to restrictions on transferability and may not be
transferred, sold or otherwise disposed of, except as permitted under the
Securities Act and applicable state securities laws pursuant to
registration or exemption therefrom. There is currently no public or other
market for the Fund Shares, and none is expected to develop. Each
prospective investor should proceed only on the assumption that such
prospective investor may have to bear the economic risk of an investment in
the securities offered hereby for an indefinite period of time and bear the
risk of a loss of the entire investment.
<PAGE>
The Fund has not registered as a Dealer with the New York State
Attorney General, on the grounds that the sale of the Fund Shares is not
a public offering within the meaning of (S) 359-e of the New York General
Business Law.
In making an investment decision, investors must rely on their own
examination of the fund and the terms of this offering, including the
merits and risks involved. Investors must also rely on their relationship
with the principals of the offering to obtain information about the
background and experience of the principals that the Investors consider
material to an investment in the Fund.
The Fund Shares have not been issued or sold in reliance on
Paragraph (13) of Code Section 10-5-9 of `The Georgia Securities Act of
1973', and may not be sold or transferred except in a transaction which is
exempt under such act or pursuant to an effective registration under such
act.
2. Additional Representations and Warranties.
-----------------------------------------
The Investor hereby represents and confirms that: (a) the Investor was not
formed for the specific purpose of acquiring the Fund Shares, and has total
assets in excess of $5,000,000; (b) the Investor is duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it
was formed; (c) the Investor has the power and authority to carry on the
business in which it is engaged and to purchase the Fund Shares; and (d) the
execution and delivery of this Subscription Agreement and all other documents
and agreements relating to this investment by the Investor have been duly
authorized by all necessary action and constitute the legal, valid and binding
obligations of the Investor enforceable in accordance with their terms.
The undersigned hereby represents and confirms that, if executing this
Subscription Agreement in a representative or fiduciary capacity, has full power
and authority to execute and deliver this Subscription Agreement in such
capacity and on behalf of the subscribing partnership, trust, corporation, or
other entity for whom the undersigned is executing this Subscription Agreement,
and such partnership, trust, corporation, or other entity has full right and
and power to perform pursuant to this Subscription Agreement and make an
investment in the Fund and has its principal place of business at the address
set forth or the signature page hereof and such entity has not been formed for
the specific purpose of acquiring Fund Shares.
The Investor hereby confirms that if the Investor is a corporation; (a) the
Investor is a widely held "C" corporation (i.e., 5 or fewer individuals do not
hold 50% or more of the stock of the corporation) or (b) the Investor has
discussed with its tax advisors the specific tax consequences to it that would
result from the ownership of Fund Shares.
The Investor hereby acknowledges and represents that (a) the Investment
Officer for the Investor has received and read a copy of the Private Placement
Memorandum and the Statement of Additional Information (the "SAI") and has had
an opportunity to ask questions concerning the
<PAGE>
matters stated in the Private Placement Memorandum and the SAI and has relied
only upon the information contained therein; (b) the Investor is purchasing the
Fund Shares for its own account, for investment, and not with a view to, or for
resale, fractionalization or further distribution; (c) the Investor, its
advisers, if any, and any designated representatives, if any, have such
knowledge and experience in financial and business matters necessary to evaluate
evaluator the investment in the Fund, and have carefully, reviewed and
understand the risks associated with investments in the Fund, which are set
forth in the Private Placement Memorandum.
The Investor has adequate means of providing for current and anticipated
financial needs and contingencies, is able to bear the economic risk for an
indefinite period of time and has no need for liquidity of the investment in the
Fund Shares and could afford complete loss of such investment.
The Investor is not subscribing for Fund Shares as a result of or
subsequent to any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio, or presented at any seminar or meeting, or any solicitation
of a subscription by a person not previously known to the Subscriber in
connection with investments in securities generally.
The Investor specifically acknowledges that by signing this Subscription
Agreement, the Investor authorizes the Fund to cause the Investor to become a
shareholder in the Fund.
In addition to the transfer restrictions imposed by federal and state
securities laws and the Private Placement Memorandum, Georgia investors agree
that, pursuant to Section 10-5-9(13) of the Georgia Securities Act of 1973, the
Fund Shares have been purchased for investment for such investor's own account.
This agreement shall be governed by and construed in accordance with the
laws of the State of New York. The Investor hereby expressly submits to the
jurisdiction of all federal and state courts located in the State of New York
and consents that any process or notice of motion or other application to any of
said courts or a judge thereof may be served within or without such court's
jurisdiction by registered mail or by personal service, provided a reasonable
time for appearance is allowed. The Investor also waives any claim that the
Supreme Court of the State of New York for the County of New York or the Federal
District Court for the Southern District of New York is an inconvenient forum.
Each of Lend Lease Real Estate Investments, Inc. and Hyperion Capital
Management, Inc. represents and warrants that:
(a) Organization and Standing of the Fund. The Fund is duly and
-------------------------------------
validly organized and validly existing as a corporation under the laws of the
State of Maryland, and has all requisite power and authority under the Articles
of Incorporation, Bylaws, and such laws to enter into and carry out the terms of
the Subscription Agreements, to conduct its business as described in the
Articles of Incorporation and the Bylaws, each as amended, and the Private
Placement Memorandum and to issue and sell Fund Shares. The Fund is also duly
and validly authorized to do business in the State of New York. There is no
jurisdiction other than Maryland
-4-
<PAGE>
or New York in which the Fund must be formed or qualified to enable it to
engage in the business in which it is or will be engaged.
(b) Investment Company Act. The Fund is duly and validly registered
----------------------
as a closed-end management investment company under the Investment Company Act
of 1940, as amended.
(c) Compliance with Other Instruments, etc. The Fund is not in
--------------------------------------
violation of any term of the Articles of Incorporation or Bylaws, each as
amended, or the Subscription Agreements, and the Fund is not in violation of any
term of any other mortgage, indenture, contract, agreement, instrument,
judgment, decree, order, statute, rule or regulation applicable to it. The
execution and delivery of the Subscription Agreements do not result in the
violation of, constitute a default under or conflict with any mortgage,
indenture, contract, agreement, instrument, judgment, decree, order, statute,
rule or regulation applicable to the Fund or result in the creation of any
mortgage, lien, encumbrance or charge upon any of the properties or assets of
the Fund.
(d) Governmental and Regulatory Approval. Neither the execution and
------------------------------------
delivery of the Subscription Agreements nor the offer, issuance or sale of the
Fund Shares requires any consent, approval or authorization from, or filing,
registration or qualification with, any Federal, state or local governmental or
regulatory authority (including, without limitation, registration under the
Securities Act) on the part of the Fund not heretofore obtained or made, except
for: (i) compliance by the Fund with the filing requirements of any applicable
state securities ("Blue Sky") laws; and (ii) compliance by the Fund with the
filing requirements under Regulation D under the Securities Act.
(e) Litigation. There are no actions, proceedings or investigations
----------
pending or threatened (or any basis therefor known to the Fund) against the
Fund, its adviser, Lend Lease Real Estate Investments, Inc. or Hyperion Capital
Management, Inc. which would result in any material adverse change in the
business, prospects, condition, affairs or operations of the Fund or in any
material liability on the part of the Fund or the adviser.
(f) Disclosure. None of the Private Placement Memorandum, Statement
----------
of Additional Information or the Subscription Agreements contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein or therein not misleading in light
of the circumstances under which they are or were made.
(g) Fund Liabilities. Except as set forth in the Private Placement
----------------
Memorandum, the Fund has not engaged in any transactions (other than offering
under the Private Placement Memorandum) and does not have any liabilities or
obligations of any nature, whether accrued, absolute, contingent or otherwise
(including, without limitation, liabilities as guarantor or otherwise with
respect to obligations of others) and whether due or to become due (other than
liabilities and obligations arising out of the offering under the Private
Placement Memorandum).
-5-
<PAGE>
(h) Issuance of the Fund Shares. All action required to be taken
---------------------------
by the Fund as a condition to the issuance and sale of the Shares purchased by
the Investor has been taken, and such Shares are duly and validly issued, fully
paid and nonassessable.
(i) Articles of Incorporation. The Articles of Incorporation, and
-------------------------
any amendments thereto, have been duly filed for record with the Secretary of
State of Maryland, and the Fund shall deliver complete and correct copies of
such to the Investor immediately following the Closing.
(j) Side Letters. The Fund has provided the Investor with true,
------------
complete and correct copies of the form of all letters, agreements,
undertakings, and other documents by and among the Fund, its adviser or any
person acting with respect to either, on the one hand, and any Investor, on the
other hand, relating to such Investor's purchase of Fund Shares or any terms,
conditions, operations, obligations or other understandings affecting the Fund.
3. The Investor understands and acknowledges the following: (a) the
minimum Subscription Amount is $1 million; (b) the Fund must receive
subscriptions acceptable to it in its sole discretion, in a minimum amount
of $40 million (the "Minimum Amount") in order for the closing to occur; (c)
the Closing for the offering is subject to the Fund's receipt of subscriptions
for the Minimum Amount on or before June 13, 2000 (the "Termination Date"); (d)
subject to the receipt of subscriptions for the Minimum Amount, the Fund will
either accept or reject subscriptions and at each Closing will countersign the
Subscription Agreements for accepted subscriptions and provide duplicate copies
of such agreements to the subscribers; and (e) if subscriptions for at least
the Minimum Amount have been accepted prior to the Termination Date, the Closing
shall be held with respect to the Shares sold. Thereafter, the remaining Shares
will continue to be offered and sold and additional Closings may from time to
time be conducted with respect to additional Shares sold, until the Termination
Date.
4. At the Closing, the Investor will pay to the Fund $7,700,000 of its
Subscription Amount. The Investor hereby agrees to make additional payments to
the Fund thereafter, in accordance with and subject to the following terms, in
the aggregate amount equal to $42,300,000, as required by the Adviser to make
additional investments in the Fund in accordance with the investment objectives
and policies set forth in the Private Placement Memorandum and the SAI. All such
payments will be made at such time and of such amounts as the Adviser requires
in a written notice (the "Payment Notice") given to the Investor at the address
or by telecopier at the telecopy number of the Investor set forth on the
signature page of this Subscription Agreement at least five (5) days prior to
the Payment Date specified in the Payment Notice. On the Payment Date specified
on the Payment Notice, the Investor shall pay the amount so specified by wire
transfer of immediately available funds to the bank account specified in the
Payment Notice.
-6-
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this 15/th/ day of March, 2000.
Dollar Amount of Subscription Amount: $50,000,000
General Motors Trust Company, as trustee for
General Motors Employes Global Group Pension Trust
---------------------------------------------------
Print Full Legal Name of Partnership, Corporation, Trust,
Employee Benefit Plan or Other Entity (if applicable).
By /s/ Tony Kao
__________________________________________________
(Signature of Authorized Signatory)
Name: Tony Kao
Title: Managing Director, North American Fixed Income
Address: 767 Fifth Avenue
New York, NY 10153
Employer Identification
Number (if applicable): 13-3160892
Date and State of Incorporation or Organization (if
applicable): not applicable
Date on which Taxable Year Ends: September 30
Telecopy Number: 212-418-3653 (Elizabeth P. Wahlig)
212-418-3651 (Peter H. Madden
212-418-3653 (John Mack)
212-418-3653 (Ed Malon)
ACCEPTED AS OF
THE DATE HEREOF:
Lend Lease Hyperion
High-Yield CMBS Fund, Inc.
By: /s/ Joseph Tropeano
----------------------------------
Name: Joseph Tropeano
Title: Secretary & Compliance Officer
-7-
<PAGE>
A-2
LEND LEASE HYPERION HIGH-YIELD CMBS FUND, INC.
INVESTOR QUALIFICATION STATEMENT
The shares of common stock of Lend Lease Hyperion High-Yield CMBS
Fund, Inc. (the "Fund") (such shares hereinafter referred to as "Fund Shares")
are being offered to a limited number of qualified institutional accredited
investors, without registration under the Securities Act of 1933, as amended
(the "Act"), in reliance on the private offering exemption pursuant to Section
4(2) of the Act and Regulation D, and without registration under the securities
laws of the states in which the Fund Shares are offered and sold in reliance on
applicable state securities exemptions.
The information and representations provided in this Investor
Qualification Statement will be used to determine whether the Investor is
qualified to purchase the Fund Shares under Regulation D and applicable state
securities laws and rules.
General Information
- -------------------
1. Full legal name of Investor:
General Motors Trust Company, as trustee for
General Motors Employes Global Group Pension Trust
2. Address of principal place of business:
767 Fifth Avenue
New York, NY 10153
3. Name, title, business address and telephone number of officer to whom
all correspondence should be addressed:
Tony Kao
Managing Director, North American Fixed Income
General Motors Trust Company
767 Fifth Avenue
New York, NY 10153
212-418-6325
-8-
<PAGE>
4. Investor's federal tax identification number:
13-3160892
5. Date and state of incorporation:
not applicable
6. Date on which taxable year ends:
September 30
7. Nature of Investor's business:
pension trust
Accredited Institutional Investor Information
- ---------------------------------------------
Initial all appropriate spaces below to indicate the basis on which the
undersigned qualifies as an accredited investor.
[_] The undersigned hereby certifies that it is a bank as defined in section
3(a)(2) of the Securities Act of 1933.
[_] The undersigned hereby certifies that it is a savings and loan association
or building and loan association, cooperative bank, homestead association,
or similar institution, which is supervised and examined by state or
federal authority having supervision over any such institution, whether
acting in its individual or fiduciary capacity.
[_] The undersigned hereby certifies that it is a broker or dealer registered
pursuant to section 15 of the Securities Exchange Act of 1934.
[_] The undersigned hereby certifies that it is an insurance company as defined
in section 2(13) of the Securities Act.
[_] The undersigned hereby certifies that it is an investment company
registered under the Investment Company Act of 1940 or a business
development company as defined in section 2(a)(48) of that act.
[_] The undersigned hereby certifies that it is a Small Business Investment
Company licensed by the U.S. Small Business Administration under section
301(c) or (d) of the Small Business Investment Act of 1958.
[_] The undersigned hereby certifies that it is a plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political
-9-
<PAGE>
subdivisions for the benefit of its employees, if such plan has total
assets in excess of $5,000,000.
[X] The undersigned hereby certifies that it is an employee benefit plan within
the meaning of the Employee Retirement Income Security Act of 1974 if the
investment decision is made by a plan fiduciary, as defined in section
3(21) of such act, which is either a bank, savings and loan association,
insurance company, or registered investment adviser, or if the employee
benefit plan has total assets in excess of $5,000,000; or, if a self-
directed plan, with investment decisions made solely by persons described
as accredited investors herein.
[_] The undersigned hereby certifies that it is a private business development
company as defined in section 202(a)(22) of the Investment Advisers Act of
1940.
[_] The undersigned hereby certifies that it is an organization described in
section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts
or similar business trust, or partnership, not formed for the specific
purpose of acquiring the securities offered, with total assets in excess of
$5,000,000.
Additional Representations and Warranties
- -----------------------------------------
The Investor makes the following additional representations and
warranties:
1. The Investor, if a corporation, is duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is
incorporated.
2. The Investor, if a corporation, has the corporate power and
authority to carry on the business in which it is engaged and to purchase the
Fund Shares.
3. The undersigned, if executing this Subscription Agreement in a
representative or fiduciary capacity, has full power and authority to execute
and deliver this Subscription Agreement in such capacity and on behalf of the
subscribing partnership, trust, corporation, or other entity for whom the
undersigned is executing this Subscription Agreement, and such partnership,
trust, corporation, or other entity has full right and power to perform pursuant
to this Subscription Agreement and make an investment in the Fund.
4. The execution and delivery of the Subscription Agreement, the
Investor Qualification Statement, and all other documents and agreements
relating to an investment by the Investor in the Fund have been duly authorized
by all necessary corporate action and constitute the legal, valid and binding
obligations of the Investor enforceable in accordance with their terms.
5. The execution and delivery of the Subscription Agreement, the
Investor Qualification Statement, and all other documents and agreements
relating to an investment by the Investor in the Fund do not, and the
performance of the terms thereof will not, contravene any
-10-
<PAGE>
provision of existing law or regulations, or of the charter or bylaws of the
Investor, and will not conflict with or result in any breach of the terms,
conditions or provisions of, or constitute a default under, or result in or
permit the creation or imposition of any lien, charge or encumbrance upon any of
the properties of the Investor pursuant to, any indenture, mortgage or other
agreement or instrument or any judgment, decree, order or decision to which the
Investor is a party or by which it is bound.
6. Under existing law, no approval, authorization, license, permit or
other action by or filing with, any Federal, state, municipal or other
governmental commission, board or agency is required on the part of the Investor
in connection with the execution and delivery by the Investor of the
Subscription Agreement, the Investor Qualification Statement, or any other
documents or agreements relating to an investment by the Investor in the Fund,
or the consummation of the transactions contemplated thereby.
7. The Investor, by execution of the Investor Qualification
Statement, hereby certifies that the information, representations and warranties
provided by it hereunder are true, accurate and correct.
-11-
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Investor
Qualification Statement this 15/th/ day of March, 2000.
Dollar Amount of Subscription Amount: $50,000,000
General Motors Trust Company, as trustee for
General Motors Employes Global Group Pension Trust
---------------------------------------------------
Print Full Legal Name of Partnership, Corporation, Trust,
Employee Benefit Plan or Other Entity (if applicable).
By: /s/ Tony Kao
-------------------------------------------------------
(Signature of Authorized Signatory)
Name: Tony Kao
Title: Managing Director, North American Fixed Income
Address: 767 Fifth Avenue
New York, NY 10153
Employer Identification
Number (if applicable): 13-3160892
Date and State of Incorporation or Organization (if
applicable): not applicable
Date on which Taxable Year Ends: September 30
ACCEPTED AS OF
THE DATE HEREOF:
Lend Lease Hyperion
High-Yield CMBS Fund, Inc.
By: /s/ Joseph Tropeano
--------------------
Name: Joseph Tropeano
Title: Secretary & Compliance Officer
-12-
<PAGE>
- -------------------- ---------------------
CUSIP No. N/A 13D Page 11 of 15 Pages
- -------------------- ---------------------
Exhibit 1
---------
JOINT FILING AGREEMENT
----------------------
This will confirm the agreement by and among all the undersigned that
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 Lend Lease Hyperion High-Yield CMBS 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.
Dated: April [__], 2000
GENERAL MOTORS EMPLOYES GLOBAL GROUP PENSION TRUST (by
General Motors Trust Company, as trustee)
By: __________________________________
Name: Tony Duen-Li Kao
Title: Managing Director, North American Fixed
Income, General Motors Trust Company
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: __________________________________
Name: Tony Duen-Li Kao
Title: Managing Director, North American Fixed
Income
GENERAL MOTORS TRUST COMPANY
By: __________________________________
Name: Tony Duen-Li Kao
Title: Managing Director, North American Fixed
Income
