SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Promark Investment Advisors

(Last)

(First)

(Middle)

767 FIFTH AVENUE

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HYPERION BROOKFIELD INCOME FUND, INC. [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/20/2009		J		0	D	$0	0	D
Common Stock	11/20/2009		J		17,800,000	D	$0.7	39,781,665.54	I	See Footnote⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. N/A (See explanation below with respect to this line 2).

Remarks:

On November 20, 2009, GMAM Group Pension Trust III (formerly named GMAM Investment Funds Trust II) (the "GMAM III Trust"), and GMAM Group Pension Trust I (the "GMAM I Trust"), each a group trust organized for the benefit of certain trusts under certain employee benefit plans (the "Plans") for General Motors Company (successor to General Motors Corporation), tendered an aggregate of 17,800,000.00 shares of Common Stock of the Issuer for $0.70 per share, or $12,460,000.00, in the Issuer's tender offer. The GMAM III Trust tendered 14,268,974.11 shares for $9,988,281.88. After the Issuer's tender offer, the GMAM III Trust holds 31,890,087.39 shares of Common Stock of the Issuer. The GMAM I Trust tendered 3,531,025.89 shares for $2,471,718.12. After the Issuer's tender offer, the GMAM I Trust holds 7,891,578.15 shares of Common Stock of the Issuer. Line 2 under Column 5 of Table 1 relates to the total shares of Common Stock held collectively by the GMAM III Trust and the GMAM I Trust after the Issuer's tender offer and such shares are referred to herein as the "Securities." The reporting person ("Promark") has retained under the Employee Retirement Income Security Act of 1974, as amended, the power to direct the voting and disposition of the Securities although it has no pecuniary interest therein. Line 1 of Table 1 relates to Promark's status as a 10% beneficial owner without pecuniary interest with respect to the Securities. Line 2 of Table 1 relates to the status of the GMAM I Trust and the GMAM III Trust, on behalf of which Promark is making the report reflected in such line under Column 4 as 10% beneficial owner of the Securities. This filing should not be deemed an admission that any of Promark, the GMAM III Trust or the GMAM I Trust is the beneficial owner of the Securities.

	/s/ Florence Fong-Lopez, Vice President, Promark Investment Advisors, Inc.	11/24/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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