UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 THE HYPERION TOTAL RETURN FUND, INC. (Exact name of registrant as specified in charter) ONE LIBERTY PLAZA, 165 BROADWAY, 36TH FLOOR NEW YORK, NEW YORK 10006-1404 (Address of principal executive offices) (Zip code) CLIFFORD E. LAI, PRESIDENT THE HYPERION TOTAL RETURN FUND, INC. ONE LIBERTY PLAZA, 165 BROADWAY, 36TH FLOOR NEW YORK, NEW YORK, 10006-1404 (Name and address of agent for service) Registrant's telephone number, including area code: 1 (800) Hyperion Date of fiscal year end: November 30 Date of reporting period: July 1, 2004 through June 30, 2005 Item 1. Proxy Voting Record. Vote Summary Report July 01, 2004 - June 30, 2005 Ballot Item Description Management Management Vote Meeting Item or Vote Rec Cast Name Ticker Security ID Date Number Shareholder McMorgan High Yield MCMHX 582452868 8/24/2004 1 Elect Trustees Management For None Fund 2(a) Amend investment Management For None restriction on lending (b) Amend investment Management For None restriction on borrowing (c) Amend investment restriction on Management For None commodities (d) Amend investment restriction on senior Management For None securities (e) Amend investment restriction on real Management For None estate (f) Amend investment restriction on Management For None concentration (g) Amend investment restriction on Management For None underwriting Approve elimination of certain fundamental Management For None 3 investment restrictions Ballot Item Description Management Management Vote Meeting Item or Vote Rec Cast Name Ticker Security ID Date Number Shareholder Seix High SAMHX 78476A843 9/23/2004 1 Approve new Agreement and Management For None Yield Fund Plan of Reorganization 2 Approve new investment Management For None advisory agreement SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE HYPERION TOTAL RETURN FUND, INC. By: /s/ Clifford E. Lai ------------------------- Clifford E. Lai Principal Executive Officer Date: August 30, 2005