TRENDS AND OVERVIEW OF THE CLOSED-END FUND & BDC UNIVERSE:

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Miranda Alberta Stafford
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SECONDARY MARKET John Cole Scott, CFS Chief Investment

Advisors is a Registered Investment Advisory Firm

1 TRENDS AND OVERVIEW OF THE CLOSED-END FUND & BDC UNIVERSE: IMPACT OF TRUMP AND DOL ON THE IPO AND SECONDARY MARKET John Cole Scott, CFS Chief Investment Officer Closed-End Fund Advisors, Inc Closed-End Fund Advisors is a Registered Investment Advisory Firm Specializing in Closed-End Fund & BDC Research, Trading and Management Founded in 1989

2 Disclosures Important: The information should not be considered an offer, or solicitation, to deal in any of the mentioned funds or sectors. The information is provided on a general basis for information purposes only, and is not to be relied on as advice, as it does not take into account the investment objectives, financial situation or particular needs of any specific investor. Any research or analysis used to derive, or in relation to, the information herein has been procured by Closed-End Fund Advisors ( CEFA ) for its own use, and may have been acted on for its own purpose. The information herein, including any opinions or forecasts has been obtained from or is based on sources believed by CEFA to be reliable, but CEFA does not warrant the accuracy, adequacy or completeness of the same, and expressly disclaims liability for any errors or omissions. As such, any person acting upon or in reliance of these materials does so entirely at his or her own risk. Any projections or other forward-looking statements regarding future events or performance of countries, sectors, markets or companies are not necessarily indicative of, and may differ from, actual events or results. No warranty whatsoever is given and no liability whatsoever is accepted by CEFA or its affiliates, for any loss, arising directly or indirectly, as a result of any action or omission made in reliance of any information, opinion or projection made in this presentation. The information herein shall not be disclosed, used or disseminated, in whole or part, and shall not be reproduced, copied or made available to others without CEFA expressed written permission. CEFA reserves the right to make changes and corrections to the information, including any opinions or forecasts expressed herein at any time, without notice. Data comes from our CEFData.com (formerly CEF Universe) service dated March 10, 2017 unless otherwise noted. 2

3 What is a Closed-End Fund (CEF) / Business Development Company (BDC)? o 1940 Act Investment Company with Fixed-Capital, Active Management, and Daily Liquidity o CEFs have traded on The NYSE since 1893 o Tax-advantaged and earnings are passed through to investors in the form of dividends and distributions o (similar to REITs and MLPs) CEFs can have debt up to 50% net assets and preferred shares up to 100 net assets o BDCs Limited to 200% asset coverage (total assets / total debt) or one turn of leverage, excluding SBIC facilities (BDCs). Higher fee structure w/ carry o o o o The closed-end structure is not an asset class but an investment vehicle BDCs were created by Congress in 1980 to provide an opportunity for individual nonaccredited investors to participate in private investments BDCs are closed-end funds that provide small, growing companies access to capital BDCs are Domestically focused and required to offer portfolio companies managerial assistance 3

BDCs Provide Access to Private Debt Investments Retail and Institutional Investors Shareholders taxed on dividends Investment Dollars $ $ Dividends to

4 BDCs Provide Access to Private Debt Investments Retail and Institutional Investors Shareholders taxed on dividends Investment Dollars $ $ Dividends to Investors BDCs No tax paid at this entity Debt Investments (Primarily) $ $ Interest and Dividends Small and Middle-Market Businesses 4

5 Assets of Closed-End Funds* by type, as of December 30, 2016 Broad Investable Universe # of Funds Total Net Assets Premium / Discount Market Yield Beta Duration Leverage Non Lev Expense Ratio Average Net Assets Equity Funds 217 $107, % 7.5% % 1.47 $494 Taxable Bond 145 $63, % 8.0% % 1.44 $437 Municipal Bond 171 $63, % 5.2% % 1.00 $374 BDCs 52 $34, % 8.7% % 5.77 $672 Total CEFs 584 $277, % 7.0% % 1.70 $460 National Muni Bond 90 $45, % 5.5% % 0.92 $511 Debt Focused BDC 43 $ % 10.3% % 6.07 $680 Covered Call 29 $18, % 9.0% % 1.13 $652 US Stock 31 $18, % 7.6% % 1.47 $607 MLP Funds 27 $14, % 9.1% % 1.85 $547 High Yield Bond 35 $13, % 8.3% % 1.27 $384 World Stock 58 $12, % 5.5% % 1.55 $215 Senior Loan 26 $11, % 6.3% % 2.10 $445 Preferred Equity 15 $9, % 8.0% % 1.25 $666 REIT Funds 11 $5, % 8.7% % 1.37 $534 Convertible Bond 11 $4, % 9.7% % 1.51 $384 Investment Grade Bond 13 $3, % 6.6% % 0.90 $293 in total CEF assets average discount exploitable undervaluation $ Billion x 6.7 % = ~$18 Billion 5

6 Discounts / Premiums CEFs and BDCs are often known for their infamous discounts. The discount is the feature built into the closed-ended structure that makes them unique & potentially lucrative. We believe that many CEFs historically trade at discounts because they can, and you have to price this into the value of the fund. BDCs often trade above NAV in normal markets because they are a unique way to own access to the sector. 6

8 Trad CEF - Total Return January 1, December 30, 2016 NAV TR Price TR /1/2007 1/1/2008 1/1/2009 1/1/2010 1/1/2011 1/1/2012 1/1/2013 1/1/2014 1/1/2015 1/1/

9 2 Trad CEF - Average Discount / Premium January 1, December 30, /1/ /1/ /1/ /1/ /1/ /1/ /1/ /1/ /1/ /1/ /1/

10 BDC Debt - Total Return January 1, December 30, 2016` NAV TR Price TR /1/2007 1/1/2008 1/1/2009 1/1/2010 1/1/2011 1/1/2012 1/1/2013 1/1/2014 1/1/2015 1/1/

11 40 BDC Debt - Average Discount / Premium January 1, December 30, /1/ /1/ /1/ /1/ /1/ /1/ /1/ /1/ /1/ /1/ /1/

12 Municipal Bonds - Total Return January 1, December 30, 2016 NAV TR Price TR /1/2007 1/1/2008 1/1/2009 1/1/2010 1/1/2011 1/1/2012 1/1/2013 1/1/2014 1/1/2015 1/1/

13 6 Municipal Bonds - Average Discount / Premium January 1, December 30, /1/ /1/ /1/ /1/ /1/ /1/ /1/ /1/ /1/ /1/ /1/

14 MLP - Total Return January 1, December 30, 2016 NAV TR Price TR /1/2007 1/1/2008 1/1/2009 1/1/2010 1/1/2011 1/1/2012 1/1/2013 1/1/2014 1/1/2015 1/1/

15 20 MLP - Average Discount / Premium January 1, December 30, /1/ /1/ /1/ /1/ /1/ /1/ /1/ /1/ /1/ /1/ /1/

16 16

17 Impact of Fund Leverage Municipal (Tax-Free) Bond Funds 8.0% 6.0% 4.0% 2.0% Leveraged 4.90% 4.90% NAV Yield Unleveraged 6.10% 5.80% 3.90% 3.70% 3.00% 3.40% 0.0% BKN BBK BBF MEN NUV NIM NXP NXR Credit Quality ranges from A to AAA. Source: CEFA s Closed-End Fund Universe, March 10, 2017 *Currently leverage is giving muni CEFs an average of 1.9% higher distribution yield Past performance is not indicative of future results. This presentation is not intended as an offer to sell any of the funds shown. Rather, funds shown are for illustrative purposes only. 17

18 Discount Yield Benefit Advantage of Paying 90 cents for $1.00 of Assets Example: AC Enh Gwth & Incm Fd (NYSE: LCM) 10.0% 9.0% 8.0% 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0% NAV and Market Price Yield for LCM Yield on NAV 10.00% Discount Yield Benefit = 1.01% 8.99% Yield on Market Price Market Price: $8.44 NAV: $9.34 Discount: -9.64% As of March 10, 2017 Source: CEFA s Closed-End Fund Universe Past performance is not indicative of future results. This presentation is not intended as an offer to sell any of the funds shown. Rather, funds shown are for illustrative purposes only. 18

19 CEF/BDC Yield Comparison 12% 11.7% 10% 10.3% 10.1% 9.3% 8% 6% 4% 7.1% 7.1% 6.8% 8.8% 8.7% 8.7% 8.6% 8.3% 8.1% 6.6% 6.3% 8.1% 8.0% 6.9% 6.0% 6.3% 4.6% 5.9% 5.8% 5.2% 4.1% 7.1% 3.7% 3.4% 4.7% 6.1% 2% 0% Data as of 12/31/2016. MLP Index: Alerian MLP Index; REIT Index: Wilshire US REIT Index; Corporate Debt Index: S&P 500 Bond Index US High Yield Indices : BofA Merrill Lynch US High Yield (BB Rated, B Rated, CCC and Lower Rated ) 19

20 Closed-End Funds: By Yield 14.7% 11.3% Yield Under 4% 10.3% 22.4% 29.1% Yield 4%-6% Yield 6%-8% Yield 8% -10% Yield 10% -12% 22.4% Yield Over 12% Note: 585 CEFs; data as of 12/30/2016, cefdata.com 20

21 Tax Equivalent Yield Comparison Married Couple with W-2 Income of $1MM+ Sources: CEFA s Universe Data as of 12/30/16 and tax rates from IRS and NY State. 21

22 Types of Loans Held By BDCs 1. First Lien Loans: 54% 2. Second Lien Loans: 19% 3. Unsecured Loans: 11% 4. Equity/Other: 16% Avg Portfolio Turnover: 27.7% Avg Variable Loans: 71% / Fixed: 29% Libor Floors: 41% at 1% Avg Level Avg Loan Size: $9.9M 73% of Loans Under $25MM Average Maturity 4.1 with a range of 2 Years to 6 years Avg No of Loans: 123 from 98 Companies 22

Market Price volatility vs. NAV volatility (1 Year) 0.0 5.0 10.0 15.0 20.0 25.

23 Market Price volatility vs. NAV volatility (1 Year) U.S. Equity Funds Non U.S. Equity Funds Specialty Equity Funds Taxable Bond Funds National Muni Bond Single State Muni Bond Debt Focused BDC Equity Focused BDC Price Volatility NAV Volatility Source: CEFA s CEF Universe 12/30/2016

24 Traditional Closed-End Fund 90 Day NAV Market Price Correlation Trad CEFs Groups - 90 Day NAV/Price Correlation June 22, December 30, 2016 All Trad CEFs All Equity All Bond US Equity Non US Equity Special Equity Taxable Bond Nat Muni Bond State Muni Bond 120 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 Q3-15 Q4-15 Q1-16 Q2-16 Q Source: December 30, CEFA s Closed-End Fund Universe Report 24

25 Closed-End Fund Dividend Increases vs. Decreases 200 Major CEF Groups: Number of dividend decreases / increases Last Quarter & Previous 1 Year Rolling Last Q Decreases Previous 1 Yr Rolling Decreases Last Q Increases Previous 1 Yr Rolling Increases U.S. Equity Funds Non U.S. Equity Funds Specialty Equity Funds Taxable Bond National Muni Funds Bond Funds Single State Muni Bond Funds Debt Focused BDC Equity Focused BDC Source: Fund Press Releases 25

26 CEF Recent Dividend Changes (Policies NOT Promises) 3 Year Dividend Growth 304 Funds (57%) had negative 3 year growth averaging -19.3% 75 Funds (14%) had positive 3 year growth averaging +21% 2 Year Lookback Funds changed their dividend policy in the pat 2 years (70% of funds) 289 Cut (78%) an average of -12% while 79 (22%) increased an average of +8% 186 of these funds have level or managed distributions 147 of those were cut an average -10% 30 were increased an average of +8% 1 Year Lookback 83 increase vs. 253 decreases. 43 Funds had BOTH increases and decreases in the past year. Source: CEFA s Closed-End Fund Universe Report 26

27 Premiums: A Worst Case Scenario AGD AOD 6/18/10 Monthly Dividend $0.11 $0.12 6/18/10 Premium +38.5% +31.5% 6/19/10 Monthly Dividend $0.06 (-45%) $0.055 (-54%) 6/25/10 - Premium +2.96% % Relative Pricing Change -35.5% -35.8% Source: Telemet 27

28 Traditional Closed-End Fund Historical IPOs (4Q 16) Number of IPOs Average Assets In $ millions Total New CEF IPO Assets in $ Billions $225 $291 $469 $580 $517 $316 $451 $200 $131 $690 $506 $1.8B $2.3B $4.2B $14.5 $11.9 $6.0 $7.7 $2.6 $0.3 $27.6 $ Year Average: 16 Funds per year, $387M Ave Fund, $10 Billion Per Year Source: SEC Filings, Press Releases 28

29 BDC Historical IPOs Number of IPOs Average Assets In $ millions Total New CEF IPO Assets in $ Billions $120 $575 $78 $96 $101 $98 $87 $141 $138 $203 $0.1 $3.5 $0.3 $0.5 $0.7 $0.5 $0.1 $0.1 $0.7 $ Year Average: 3.6 Funds per year, $164M Ave Fund, $0.7 Billion Per Year Source: SEC Filings, Press Releases 29

30 Possible Trump Impact to BDCs and CEFs (Sectors / DOL / Trends and Products) CEF / BDC - Sectors Municipal Bond CEFs / QDI MLP / Infrastructure Typical Equity Funds Duration Bonds/Preferred Sr. Loans / BDCs Market Trends Taxes Regulations Market Risk Interest Rates Cost & Type of Leverage Products of BDCs/CEFs Index Inclusion? Acquired Fund Fees Banks competing with BDCs? ETFs, CEFs, OEFs, A-ETFs DOL CEF / BDC IPOs & Secondary s CEF Products UITs in IRAs? Pushed back How far? Ever? Fiduciary vs. Suitability Kill or fix BDC/CEFs IPOs? Source: CEFA s Closed-End Fund Universe Report 30

2013 2014 2015 2016 Reasons to Merge: 1. Reduce expense ratio 2. Increase liquidity 3.

31 Closed-End Fund Mergers (Traditional) 60 Closed-End Funds Merged into Other Closed-End Funds (December 2016) 50 Number of Closed - End Funds Reasons to Merge: 1. Reduce expense ratio 2. Increase liquidity 3. Reduce bid/ask spread 4. Improve cost of future leverage Source: Fund Press Releases Average: 18 per year 31

32 CEF/BDC Activist / Institutional Investors Activist: 1. Ancora Advisors 2. Bull Dog Investors 3. Special Opportunities Fund (SPE -- Bulldog) 4. Ironsides Partners 5. Karpus Investment Management 6. Western Investment 7. Elliott Associates (BDCs) 8. Wynnefield Capital (BDCs) Followers: 1. City of London 2. Punch & Associates Investment Management 3. Relative Value Partners 4. Rivernorth Capital Management 5. Saba Capital Management 6. SIT Investment Associates 7. DG Capital Management (BDCs) 8. Sims Capital Management (BDCs) Total Assets at work 12/31/16 - $1.5 Billion Activist // $6.5 Billion Followers & Activist Source: CEFA s Closed-End Fund Universe Report 32

33 CEF Institutional Holdings (Traditional CEFs 4Q 16) Institutional Holdings Trends Increase: 153 funds Decrease: 259 funds ALL Trad CEFs - % Shares Owned by Institutions January 18, December 30, 2016 All Trad CEFs 25.0 % Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 Q3-15 Q4-15 Q1-16 Q2-16 Q % 15.0 % 10.0 % 5.0 % 0.0 % Source: CEFA s Closed-End Fund Universe ( 33

34 CEF Activist / Institutional Info Institutional vs. 13 G vs. 13 D Holders 504 Funds (95%) have institutional ownership Average: 19.5% 67 have Downward trend and 322 have an upward trend 46 Funds (8.6%) have current 13D holders Average: 16.8% 343 Funds (65%) have current 13G holders Average: 15.8% 343 (65%) Funds have 13D/13G Holders Average: 17.7% Source: CEFA s Closed-End Fund Universe Report 34

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Causes: Open-ending,

35 Closed-End Fund Deaths (Traditional) 14 CEF Funds Open-Ended, Liquidated or Converted to ETF Converted to ETF Liquidated Open-ended Causes: Open-ending, liquidation & conversion Average: 9 per year Source: Fund Press Releases 35

36 How Have CEFs/BDCs Faired in a Rising Rate Environment? 36

Outlook for 2017 US Equity Funds Non-US Equity Funds Specialty Equity (Sector) Funds Taxable Bond Funds National Municipal Bond (Tax-Free) Funds State

39 Outlook for 2017 US Equity Funds Non-US Equity Funds Specialty Equity (Sector) Funds Taxable Bond Funds National Municipal Bond (Tax-Free) Funds State Specific Municipal Bond (Tax-Free) Funds Debt-Focused Business Development Companies (BDCs) Equity-Focused Business Development Companies (BDCs) 39

Management (SMA), Unit Investment Trust (UIT) Portfolio Consultant 20+ Model Portfolios Tracking Service CEF & BDC News/SEC Alert & CEFA s Closed-End Fund

40 What Is CEF Advisors? Investment Management, Research, Data & Indexes Independent, Fee Only & Family Owned Scott Letter: Closed-End Fund Report Discretionary Portfolio Management (SMA), Unit Investment Trust (UIT) Portfolio Consultant 20+ Model Portfolios Tracking Service CEF & BDC News/SEC Alert & CEFA s Closed-End Fund Universe Consulting with Institutional Investors and Fund Sponsors CEFData.com: CEF/BDC Web Modules with Daily Data We seek to be the crossroads of BDC/CEF data, trends and news. We maintain strong relationships with Managers, Peers, Analysts and Fund Sponsors. Founded in 1989

For Your Information Free CEF/BDC Resources CEFA s CEF/BDC Fund Profiles: www.cefdata.com BDC List and Summary Data: www.bdcuniverse.net CEFAnalyzer LLC: http://cefanalyzer.

41 For Your Information Free CEF/BDC Resources CEFA s CEF/BDC Fund Profiles: BDC List and Summary Data: CEFAnalyzer LLC: The Closed-End Fund Association: CEF Connect (Nuveen Sponsored): Morningtar's CEF Site: Investment Company Institute: CEFNetwork (Pristine Advisers): CEF Insight (Activist Info from AST Fund Solutions): Capital Link's CEF Portal: Morningstar Discussion Board: Yahoo CEF Discussion Board: The CEF Network on LinkedIN: Seeking Alpha: More Useful Links at: 41

Speaker s Biography John Cole Scott, CFS Chief Investment Officer of Closed-End Fund Advisors Mr. Scott has worked at Closed-End Fund Advisors since 2001.

42 Speaker s Biography John Cole Scott, CFS Chief Investment Officer of Closed-End Fund Advisors Mr. Scott has worked at Closed-End Fund Advisors since He holds the FINRA 66 License and the Certified Fund Specialist designation (CFS). He is a graduate of The College of William and Mary and has been quoted and interviewed widely in the financial press and presented at conferences and for investment groups on more than 50 occasions. John Cole Scott, CFS EXPERIENCE CIO of Registered Investment Advisor Focused Exclusively on CEFs & BDCs since 2001 EDUCATION College of William & Mary Bachelor of Science in Psychology 2000 In 2008 John founded CEFA's Closed-End Fund Universe, a data service covering all US listed closed-end funds and BDCs. Currently supported by an internal 9 member analyst team with a data manager/ programmer covering the 550+ ticker universe of CEFs/BDCs. They regularly do consulting and projects for CEF/BDC Sponsors, Hedge Funds and Institutional Investors. Portfolio Consultant with about a quarter billion of deposits into a fund focused on BDCs with a fund sponsor partner. CEFA has 26 CEF/BDC based indexes; 8 diversified portfolio objective, 8 Equity and 10 Bond sector. John is a past board member of The Richmond Association for Business Economics (RABE), and serves on the Investment Committee for The New York State Society of The Cincinnati. 42

43 Additional Disclosures CEFData.com makes data for the universe of closed-end funds (CEFs) and business development companies (BDCs) available to its users. This material is not intended to be relied upon as investment advice or recommendations, does not constitute a solicitation to buy or sell securities and should not be considered specific legal, investment or tax advice. This site does not list all the risks associated with each fund. Investors should contact a fund s sponsor for fund-specific risk information and/or contact a financial advisor before investing. Distribution type sourced from CEFdata.com. For specific information about a fund's distribution sources, visit the fund sponsor's website. The following information applies to closed-end funds and business development companies in general: Fund shares are not guaranteed or endorsed by any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation (FDIC). Shares of closed-end funds (CEFs) and business development companies (BDCs) are subject to investment risks, including the possible loss of principal invested. There can be no assurance that fund objectives will be achieved. Closed-end funds and business development companies frequently trade at a discount to their net asset value. NAV returns are net of fund expenses, and assume reinvestment of distributions. This material is presented for informational purposes only. Under no circumstances is it to be considered an offer to sell, or a solicitation to buy any investment referred to on this page. While the information contained herein is from sources believed reliable, we do not represent that it is accurate or complete and it should not be relied upon as such. Past performance is not necessarily indicative of future results. All investments involve risk including the loss of principal. Returns are presented gross of investment management fees and other appropriate fees (i.e. commissions, custodial fees, etc.). Closed-End Fund Advisors Inc.(CEFadvisors) and CEFdata.com All rights reserved. Any copying, republication or redistribution of CEFadvisors, CEFdata.com, content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of CEFAdvisors. CEFAdvisors shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon. SmartTrust CEFA Select BDC Trust Series 9 UIT Investors should consider the trust s investment objective, risks, charges and expenses carefully before investing. The prospectus contains this and other information relevant to an investment in the trust. Please read the prospectus carefully before you invest. If a prospectus did not accompany this literature, please contact SmartTrust at (888) to obtain a free prospectus. Hennion & Walsh is a member of FINRA/SIPC Route 46, Waterview Plaza, Parsippany, NJ (888) NOT FDIC INSURED NOT BANK GUARANTEED MAY LOSE VALUE 43

44 Thank You For Attending Questions? Closed-End Fund Advisors, Inc 7204 Glen Forest Drive, Suite #105 Richmond, Virginia U.S.A (800) / (804) JCS@CEFadvisors.com

AND CLOSED END FUNDS

THE OF BDCS (BUSINESS DEVELOPMENT COMPANIES) AND CLOSED END FUNDS May 17, 2017 John Cole Scott, CFS Chief Investment Officer Closed End Fund Advisors, Inc Closed End Fund Advisors is a Registered Investment