EXHIBIT (D)(2)

                             SEED CAPITAL AGREEMENT

     Hyperion  Collateralized  Securities  Fund,  Inc. (the "Fund") and Hyperion
Capital  Management,  Inc.  (the  "Purchaser"),  intending to be legally  bound,
hereby agree as follows:

1.   The Fund offers to sell to Purchaser and Purchaser  agrees to purchase from
     the Fund,  ________  of the  Fund's  shares  of  beneficial  interest  (the
     "Shares"), at a price of $_______ per Share for an aggregate purchase price
     of $_______ on a date to be specified by the Fund.

2.   The Purchaser  represents  and warrants that the Shares are being  acquired
     for investment  purposes and not with a view to the resale or  distribution
     thereof,  and that Purchaser has no present  intention to dispose of, sell,
     grant any participation in or otherwise  transfer or distribute the Shares,
     other than by gift.

3.   The Purchaser  understands that the Shares are "restricted  securities" and
     may be sold only pursuant to a registration  statement under the Securities
     Act of 1933, as amended (the "1933 Act"),  or an applicable  exemption from
     the registration requirements of the 1933 Act.

4.   The  Purchaser's  right to purchase the Shares under this  agreement is not
     transferable or assignable.

     IN WITNESS  WHEREOF,  the parties hereto have executed this agreement as of
December __, 2003.

                       HYPERION COLLATERALIZED SECURITIES FUND, INC.

                            By:
                                    ----------------------------
                                    Thomas F. Doodian
                                    Treasurer

                        HYPERION CAPITAL MANAGEMENT, INC.


                            By:
                                    ---------------------------
                                    Thomas F. Doodian
                                    Chief Operating Officer