Total Return Swap (TRS)

Risks of Total Return Swaps

Investment Return Risk is born by the Total Return Receiver in a Total Return Swap. While the Total Return Payer retains the reference asset(s) on
its balance sheet, the Total Return Receiver assumes the risk of capital losses by making guarantee payments to the Total Return Payer that offset
any drop in asset value.

Interest Rate Risk is born by both parties to a TRS. Payments made by the Total Return Receiver to the Total Return Payer are normally floating
rate LIBOR +/- a spread. If LIBOR increases during the life of the TRS, the Total Return Receiver's coupon payments will increase. If LIBOR
decreases, the Total Return Payer's coupon receipts will decrease. Interest Rate Risk is typically higher to the investor (TRR) who does not
necessarily have direct access to LIBOR financing, whereas the bank (TRP) does. The TRR may therefore need to hedge its LIBOR risk through the
use of interest rate derivatives such as FRAs, caps, floors, and futures.

Liquidity Risk may exist if the TRS terms specify physical delivery of assets between the parties. For example, if the TRS requires the bank (Total
Return Payer) to deliver specific high yield bonds at expiration, and these bonds defaulted during the life of the TRS, it may be difficult to acquire them
at reasonable valuation in the open market if the bank does not have them in its inventory. If the TRS reference asset is a mortgage or credit card
loan, the obligor may have prepaid and retired its loan earlier than expected prior to the expiration of the TRS, requiring the bank to purchase a
substitute loan or make a cash payment on the estimated present value of a loan retired in the past. Illiquid instruments are also difficult to mark to
market, since there is a lack of comparative transaction data. This can cause valuation disagreements between the counterparties and interfere with
efficient settlement.

Counterparty Risk can be a significant factor in certain transactions. Many hedge funds (Total Return Receivers) take leveraged risk to generate
greater returns. If a hedge fund makes multiple TRS investments in similar assets, any significant drop in the value of those assets would leave the
fund in a position of making ongoing coupon payments plus capital loss payments against reduced or terminated returns from the asset(s). Since
most swaps are executed on large notional amounts between $10 million and $100 million, this could put the Total Return Payer (typically a
commercial or investment bank) at risk of a hedge fund's default if the fund is not sufficiently capitalized. Hedge fund counterparty risk is accentuated
due to secrecy and minimal or nonexistent balance sheet reporting obligations. Counterparty risk may be ameliorated by shortening the maturity of
the TRS, increasing collateral required, or third party balance sheet auditing and verification.

Bankruptcy Risk may exist where the reference asset is a single large capital asset, such as a industrial building mortgage or airplane loan. If the
borrower defaults or files for bankruptcy, the loan payments may terminate, effectively eliminating the asset returns to the Total Return Receiver and
requiring large capital loss payments to the Total Return Payer.

Total Return Swap Documentation

Total Return Swaps are documented using a standard International Swaps and Derivatives Association (ISDA www.isda.org) Master Agreement and
Schedule, which governs swaps between two parties.

There is an additional Credit Support Annex (CSA), where the parties set forth the agreed collateral and credit terms. These terms are often unique.

The Swap Confirmation ("Confirm") is usually a customized document. The Confirm sets the actual trade terms of the TRS, which may vary widely
depending on the reference asset(s) and parties. Counterparties with regular trading relationships often develop their own templates to speed
transaction processing and ensure both parties clearly understand their payment obligations.