EX-99.(A)(1)(III)


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                                    August 29, 2008

Dear Stockholder:

     We are enclosing a copy of the Hyperion Brookfield Income Fund, Inc. (the
"Fund") offer to purchase, dated August 29, 2008 (the "Offer to Purchase"),
13,207,547 issued and outstanding shares (the "Shares"). The Offer to Purchase
is for cash at the net asset value ("NAV") per share as of the expiration date
of the offer. Together with the Offer to Purchase, we are sending you a form of
the Letter of Transmittal (the "Letter") for use by stockholders that you should
read carefully. Certain selected financial information with respect to the Fund
is set forth in the Offer to Purchase.

     If, after reviewing the information set forth in the Offer to Purchase and
the Letter, you wish to tender Shares for purchase by the Fund, please follow
the instructions contained in the Offer to Purchase and Letter.

     Neither the Fund nor its Board of Directors makes any recommendation to any
stockholder as to whether or not to tender Shares. Each stockholder is urged to
consult his or her broker or tax adviser before deciding whether to tender any
Shares.

     The Fund's most recent fiscal year-end was July 31, 2008. During that
fiscal year, the Fund distributed $25,425,859 to its stockholders, or
approximately $0.60 per share. In the current fiscal year, the Fund has yet to
make distributions to its stockholders. The last NAV calculated for the Fund was
on July 31, 2008 and was $2.65 per share. For the Fund's fiscal year ended July
31, 2008, the Fund's highest NAV was $5.49 per share and its lowest NAV was
$2.65 per share.

     Requests for additional copies of the Offer to Purchase, the Letter and any
other tender offer documents may be directed to the undersigned, Hyperion
Brookfield Income Fund, Inc. at 1-800-HYPERION. Also, please feel free to
contact the undersigned, should you have any other questions on the enclosed
material. We appreciate your continued interest in the Hyperion Brookfield
Income Fund, Inc.


                                    Yours truly,

                                    /s/ Thomas F. Doodian

                                    Thomas F. Doodian
                                    Treasurer
                                    Hyperion Brookfield Income Fund, Inc.