Closed-End Senior Loan & Income Portfolio Series 8

The sponsor has selected for the portfolio Closed-End Funds believed to have the best potential to achieve the trust’s investment objective. The Closed-End Funds’ portfolios consist primarily of senior loans and/or income-producing securities, including high-yield securities.

As of the trust’s initial date of deposit (the “Inception Date”), 100% of the trust’s portfolio is invested in securities of Closed-End Funds with portfolios that consist primarily of senior loans and/or income-producing securities, including high-yield securities. When selecting Closed-End Funds for inclusion in this portfolio the sponsor looks at numerous factors. These factors include, but are not limited to:

Investment Objective. The sponsor favors funds that have a clear investment objective in line with the trust’s objective and, based upon a review of publicly available information, appear to be maintaining it.

Premium/Discount. The sponsor favors funds that are trading at a discount relative to their peers and relative to their long-term average.

Consistent Dividend. The sponsor favors funds that have a history of paying a consistent and competitive dividend which, in the opinion of the sponsor, can be maintained.

Performance. The sponsor favors funds that have a history of strong relative performance (based on market price and net asset value) when compared to their peers and an applicable benchmark.

Investing in Senior Loans

Senior loans are made by banks, other financial institutions, and other investors (“Lenders”), to corporations, partnerships, limited liability companies and other entities (“Borrowers”) to finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, debt refinancings and, to a lesser extent, for general operating and other purposes. Senior loans generally are not subordinate to other significant claims on a Borrower’s assets. Closed-end income funds may include various bonds and other income-producing securities, including high-yield securities. High-yield securities are securities rated below investment grade (“Baa” or “BBB”) as determined by Moody’s Investor Services (“Moody’s”) and/or Standard & Poor’s, a division of The  McGraw-Hill Companies, Inc. (“Standard & Poor’s”), respectively. Senior loans are also generally rated below investment grade as determined by Moody’s and/or Standard & Poor’s, respectively.

Senior loans are generally negotiated between a Borrower and the Lenders represented by one or more Lenders acting as agent (“Agent”) of all the Lenders. The Agent is responsible for negotiating the loan agreement (“Loan Agreement”) that establishes the terms and conditions of the senior loan and the rights of the Borrower and the Lenders. The Agent is paid a fee by the Borrower for its services.

The majority of senior loans have either fixed or floating rates. The key difference between floating-rate and fixed-rate debt instruments is the manner in which the interest rate is set. In the case of fixed-rate loans, the rate of interest to be paid is fixed at the time of issuance. In the case of a floating-rate loan, current market interest rates dictate the rate of interest paid on the loan. Therefore, if interest rates go up, the interest payments on a floating-rate loan will be reset at a higher level (typically over a 3 to 6 month period). Conversely, if interest rates fall, the interest payments on a floating-rate loan will be reset at a lower level.

While senior loans can provide investors with high current income potential, the majority of senior loans are considered below investment grade, and therefore retain a higher credit risk relative to lower yielding, investment grade securities. The provision of price stability and preservation of capital is typical to senior loans as well; however, the senior loan market is still considered relatively illiquid.

For floating-rate senior loans, the interest rates are generally adjusted based on a base rate plus a premium or spread over the base rate. The base rate is usually:

• the London Inter-Bank Offered Rate (“LIBOR”);
• the prime rate offered by one or more major U.S. banks (the “Prime Rate”); or
• the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.

LIBOR, as provided for in Loan Agreements, is usually an average of the interest rates quoted by several designated banks as the rates at which they pay interest to major depositors in the London interbank market on U.S. dollar-denominated deposits. The prime rate quoted by a major U.S. bank is generally the interest rate at which that bank is willing to lend U.S. dollars to its most creditworthy borrowers, although it may not be the bank’s lowest available rate. The CD rate, as provided for in loan agreements, usually is the average rate paid on large certificates of deposit traded in the secondary market.

Interest rates on senior loans may adjust daily, monthly, quarterly, semi-annually or annually. Senior loans are generally rated below investment grade and may be unrated at the time of investment.

High-yield or “junk” securities are frequently issued by corporations in the growth stage of their development or by established companies who are highly leveraged or whose operations or industries are depressed. Securities that are rated below investment grade by either Standard & Poor’s or Moody’s will be deemed to be below investment grade for purposes of the trust even if the security has received an investment grade rating by either party. Obligations rated below investment grade should be considered speculative as these ratings indicate a quality of less than investment grade. Because high-yield securities are generally perceived by investors to be riskier than higher rated securities, their prices tend to fluctuate more than higher rated securities and are affected by short-term credit developments to a greater degree.

• Stock prices can be volatile. The value of your investment may fall over time. Market value fluctuates in  response to various factors. These can include stock market movements, purchases or sales of securities by the trust, government policies, litigation, and changes in interest rates, inflation, the financial condition of the securities’ issuer or even perceptions of the issuer.
• The trust includes securities of Closed-End Funds. Closed-End Funds are actively managed investment companies that invest in various types of securities. Closed-End Funds issue shares of common stock that are traded on a securities exchange. Closed-End Funds are subject to various risks, including management’s ability to meet the Closed-End Fund’s investment objective, and to manage the Closed-End Fund portfolio when the underlying securities are redeemed or sold, during periods of market turmoil and as investors’ perceptions regarding Closed-End Funds or their underlying investments change. Closed-End Funds are not redeemable at the option of the shareholder and they may trade in the market at a discount to their net asset value. Closed-End Funds may also employ the use of leverage which increases risk and volatility.
• The value of the fixed-income securities in the Closed-End Funds will generally fall if interest rates, in general, rise. Typically, fixed-income securities with longer periods before maturity are more sensitive to interest rate changes.
• A Closed-End Fund or an issuer of securities held by a Closed-End Fund may be unwilling or unable to make principal payments and/or to declare dividends in the future, may call a security before its stated maturity, or may reduce the level of dividends declared. This may result in a reduction in the value of your units.
• The financial condition of a Closed-End Fund or an issuer of securities held by a Closed-End Fund may worsen or its credit ratings may drop, resulting in a reduction in the value of your units. This may occur at any point in time, including during the primary offering period.
• Certain Closed-End Funds held by the trust invest in securities that are rated below investment grade and are considered to be “junk” securities. Below investment grade obligations are considered to be speculative and are subject to greater market and credit risks, and accordingly, the risk of non-payment or default is higher than with investment grade securities. In addition, such securities may be more sensitive to interest rate changes and more likely to receive early returns of principal.
• Certain Closed-End Funds held by the trust may invest in securities that are rated as investment grade by only one rating agency. As a result, such splitrated securities may have more speculative characteristics and are subject to a greater risk of default than securities rated as investment grade by both Moody’s and Standard & Poor’s.
• Certain Closed-End Funds held by the trust invest in senior loans. Borrowers under senior loans may default on their obligations to pay principal or interest when due. This nonpayment would result in a reduction of income to the applicable Closed-End Fund, a reduction in the value of the senior loan experiencing non-payment and a decrease in the net asset value of the Closed-End Fund. Although senior loans in which the Closed-End Funds invest may be secured by specific collateral, there can be no assurance that liquidation of collateral would satisfy the borrower’s obligation in the event of non-payment of scheduled principal or interest or that such collateral  could be readily liquidated. Senior loans in which the Closed-End Funds invest:
  • generally are of below investment grade credit quality;
  • may be unrated at the time of investment;
  • generally are not registered with the Securities and Exchange Commission (“SEC”) or any state securities commission; and
  • generally are not listed on any securities exchange.

  In addition, the amount of public information available on senior loans generally is less extensive than that available for other types of assets.

• Certain Closed-End Funds held by the trust invest in foreign securities. Investment in foreign securities presents additional risk. Foreign risk is the risk that foreign securities will be more volatile than U.S. securities due to such factors as adverse economic, currency, political, social or regulatory developments in a country, including government seizure of assets, excessive taxation, limitations on the use or transfer of assets, the lack of liquidity or regulatory controls with respect to certain industries or differing legal and/or accounting standards.
• Inflation may lead to a decrease in the value of assets or income from investments.
• The sponsor does not actively manage the portfolio. The trust will generally hold, and may continue to buy, the same securities even though a security’s outlook, rating, market value or yield may have changed.
• In addition to expenses of the units of the trust, the trust is subject to various expenses of the Closed-End Funds.