Floating Rate & Dividend Growth Portfolio Series 31

Under normal circumstances, the trust will invest at least 80% of the value of its assets in a combination of dividend-paying equity securities that have historically increased their dividends, common shares of closed-end investment companies (“Closed-End Funds”) that invest substantially all of their assets in floating rate securities and shares of exchange-traded funds (“ETFs”) that invest substantially all of their assets in floating rate securities. The trust seeks to provide current income with the potential for capital appreciation by investing approximately 50% of the portfolio in dividend-paying equity securities that have historically increased their dividends and at least approximately 30% of the portfolio in ETFs and Closed-End Funds that invest substantially all of their assets in floating rate securities. Floating rate securities include, but are not limited to, below investment-grade senior loans, bank loans and other securitized loans. The trust may also invest up to 20% of the portfolio in Closed-End Funds or ETFs that invest principally in various debt securities, which include, but are not limited to, fixed-rate high-yield or "junk" bonds and other corporate debt. High-yield, below-investment grade securities or “junk” bonds are considered to be primarily speculative with respect to the issuer’s ability to make principal and interest payments and may be more volatile than higher rated securities of similar maturity. Additionally, they are subject to greater market, credit and liquidity risks than investment-grade securities. The high- yield investments that the Closed-Ends Funds or ETFs may invest in may include unrated securities deemed to be of comparable quality by a Closed-End Fund's or ETF's adviser. The sponsor will consider Closed-End Funds and ETFs investing in securities of all durations. The trust may invest in stocks of companies with all market capitalizations that trade on an U.S. securities exchange, including U.S.-listed foreign companies. The U.S.-listed foreign companies may include companies located in emerging markets. The sponsor believes that dividends are often a good indicator of a corporation’s current financial condition and, furthermore, may signal management’s belief in a profitable future for the corporation. Additionally, the sponsor will strive to select ETFs and Closed-End Funds featuring the potential for current income, diversification and overall liquidity.y

As of the date of deposit, this trust will hold a significant amount of its assets in dividend- paying equity securities of U.S. companies of mid- and large capitalizations and in Closed-End Funds and ETFs that invest substantially all of their assets in floating rate securities, which include senior loans, loans and high yield securities.

Equity Securities Selection

Approximately 50% of the Trust portfolio will hold dividend-paying stocks of U.S.-listed companies that have a history of at least 10 years of year-over-year dividend growth. To select the stocks, the sponsor follows a disciplined process that includes both quantitative screening and qualitative analysis. The companies selected have attractive valuations, financial strength, cash flow adequacy, and a history of growth, profitability and dividend growth rates.

Closed-End Fund Selection

The Sponsor has selected for the portfolio Closed-End Funds believed to have the best potential to achieve the Trust’s investment objective. The majority of Closed-End Funds selected have portfolios that invest substantially all of their assets in floating rate securities. The Sponsor will consider Closed-End Funds investing in securities of all durations.

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.
• 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.

Exchange-Traded Fund Selection

The Sponsor will generally seek to select ETFs for inclusion in the Trust portfolio that invest substantially all of their assets in floating rate securities. When selecting ETFs the Sponsor looks at numerous factors. These factors include, but are not limited to, duration, maturity and liquidity. The Sponsor will consider ETFs investing in securities of all durations. The duration of a security is a measure of its price sensitivity to changes in interest rates based on the weighted average term to maturity of its interest and principal cash flows.

Investing in Floating Rate Securities

The Trust will invest at least approximately 30% of the portfolio in Closed-End Funds and ETFs that invest substantially all of their assets in floating rate securities, which include, but are not limited to, below investment-grade senior loans, bank loans and other securitized loans. In addition, the Trust may also invest up to 20% of the portfolio in Closed-End Funds or ETFs that invest principally in various fixed-income debt securities, which include, but are not limited to, fixed-rate high-yield or “junk" bonds and other corporate debt.

Floating rate securities have variable or floating-rates of interest and, under certain limited circumstances, may have varying principal amounts. Unlike a fixed interest rate, a floating interest rate is one that rises and falls based on the movement of an underlying index of interest rates. Floating rate instruments pay interest at rates that are adjusted periodically according to a specified formula. The floating rate tends to decrease the security’s price sensitivity to changes in interest rates.

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 re-financings and, to a lesser extent, for general operating and other purposes. 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.

Senior loans generally are not subordinate to other significant claims on a Borrower’s assets. 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 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. Interest rates on senior loans may adjust daily, monthly, quarterly, semi-annually or annually. 

High-yield securities are securities rated below investment-grade by a nationally recognized statistical rating organization. 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 one national rating agency will be deemed to be below investment-grade for purposes of the Trust even if the security has received an investment-grade rating by a different national rating agency. Obligations rated below investment-grade should be considered primarily speculative with respect to the issuer’s ability to make principal and interest payments 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. Additionally, they are subject to greater market, credit and liquidity risks than investment-grade securities.

As with all investments, you may lose some or all of your investment in the Trust. No assurance can be given that the Trust’s investment objective will be achieved. The Trust also might not perform as well as you expect. This can happen for reasons such as these:

• Securities 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. Changes in legal, political, regulatory, tax and economic conditions may cause fluctuations in markets and securities prices, which could negatively impact the value of the Trust. Additionally, events such war, terrorism, natural and environmental disasters and the spread of infectious illnesses or other public health emergencies may adversely affect the economy, various markets and issuers. For example, the ongoing conflicts in the Ukraine and Gaza, the outbreak of the coronavirus disease, and federal regulatory restrictions on U.S. corporate issuer investments in China and Russia have all recently affected issuers and markets. The complete economic impact of any such future event may be difficult or impossible to predict. Units of the trust are not deposits of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
• The Trust invests in dividend-paying securities. The Trust’s investment in dividend-paying securities could cause the trust to underperform similar funds that invest without consideration of a company’s track record of paying dividends. Securities of companies with a history of paying dividends may not participate in a broad market advance to the same degree as most other securities, and a sharp rise in interest rates or economic downturn could cause a company to unexpectedly reduce or eliminate its dividend. There is no guarantee that the issuers of the securities held by the Trust will declare dividends in the future or that, if declared, they will remain at their current levels or increase over time.
• Share prices, dividend rates or distributions on the securities in the Trust may decline during the life of the Trust. There is no guarantee that share prices of the securities in the Trust will not decline and that the issuers of the securities will declare dividends or distributions in the future and, if declared, whether they will remain at current levels or increase over time.
• The Trust invests in Closed-End Funds. Closed-End Funds are actively managed investment companies that invest in various types of securities. Closed-End Funds issue common shares 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’s portfolio 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 underlying funds have management and operating expenses. You will bear not only your share of the Trust’s expenses, but also the expenses of the underlying funds. By investing in other funds, the Trust incurs greater expenses than you would incur if you invested directly in the funds.
• The Trust invests in shares of ETFs. ETFs are investment pools that hold other securities. The ETFs are often passively-managed index funds that seek to replicate the performance or composition of a recognized securities index. ETFs are subject to various risks, including management’s ability to meet the fund’s investment objective. Shares of ETFs may trade at a premium or discount from their net asset value in the secondary market. If the Trust has to sell an ETF share when the share is trading at a discount, the Trust will receive a price that is less than the ETF’s net asset value. This risk is separate and distinct from the risk that the net asset value of the ETF shares may decrease. The amount of such discount from net asset value is subject to change from time to time in response to various factors. The underlying ETF has management and operating expenses. Consequently, you will bear not only your share of your Trust’s expenses, but also the expenses of the underlying ETFs. By investing in ETFs, the Trust incurs greater expenses than you would incur if you invested directly in the ETFs.
• The Trust is subject to an ETF’s index correlation risk. To the extent that an underlying ETF is an index tracking ETF, index correlation risk is the risk that the performance of an ETF will vary from the actual performance of the fund’s target index, known as “tracking error.” This can happen due to fund expenses, transaction costs, market impact, corporate actions (such as mergers and spin-offs) and timing variances.
• The ETFs and Closed-End Funds are subject to annual fees and expenses, including a management fee. Unitholders of the Trust will bear these fees in addition to the fees and expenses of the Trust. See “Fees and Expenses” for additional information.
• The value of the fixed-income securities in the Closed-End Funds and ETFs 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. In addition, the duration of a bond will also affect its price sensitivity to interest rate changes. For example, if a security has a duration of 3 years and interest rates go up by 1%, it can be expected that the security price will move down by 3%. The Trust may be subject to greater risk of rising interest rates than would normally be the case due to the current economic environment and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives.
• A Closed-End Fund, ETF or an issuer of securities held by a Closed-End Fund or ETF may be unwilling or unable to make principal payments and/or to declare distributions in the future, may call a security before its stated maturity, or may reduce the level of distributions declared. Issuers may suspend distributions declared. Issuers may suspend distributions during the life of the trust. This may result in a reduction in the value of your units.
• The financial condition of a Closed-End Fund, ETF or an issuer of securities held by a Closed-End Fund or ETF may worsen, 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 and ETFs held by the Trust invest in securities that are structured as floating-rate instruments. The yield on these securities will generally decline in a falling interest rate environment, causing the Closed-End Funds and ETFs to experience a reduction in the income they receive from these securities. A sudden and significant increase in market interest rates may increase the risk of payment defaults and cause a decline in the value of these investments and the value of the Closed-End Funds and ETFs held by the Trust. Additionally, floating-rate instruments are generally illiquid.
  
  Many of the floating-rate securities in which a Closed-End Fund or ETF may invest are subject to rates that are tied to an interest rate. Historically, many floating-rate securities were tied to the London Interbank Offered Rate (“LIBOR”). Since June 30, 2023, LIBOR settings have ceased to be published on a representative basis. Certain replacement rates have been identified and other replacement rates could be adopted by market participants. It is not possible to predict the effect of any replacement rates. Any potential effects of the transition away from LIBOR on certain instruments in which a Closed-End Fund or ETF invests can be difficult to ascertain, and they may vary depending on factors that include, but are not limited to: (i) existing fallback or termination provisions in individual contracts and (ii) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Any effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to a Closed-End Fund or ETF holding floating-rate securities.
• Certain Closed-End Funds and ETFs 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 non-payment would result in a reduction of income to the applicable Closed-End Fund or ETF, 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 or ETF. Although senior loans in which the Closed-End Funds and ETFs 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 and ETFs invest:
  • generally are of below investment-grade or “junk” credit quality;
  • may be unrated at the time of investment;
  • may be floating rate instruments in which the interest rate payable on the obligations fluctuates on a periodic basis based upon changes in the base lending rate;
  • 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. The senior loans in which the Closed-End Funds and ETFs invest generally are of below investmentgrade or “junk” credit quality and therefore are speculative and are subject to greater market, credit and liquidity risks than investment-grade securities. Furthermore, senior loans are generally illiquid. Transactions in senior loans may take longer than seven days to settle which could affect the underlying Closed-End Funds’ and ETFs’ ability to manage the liquidity of their portfolios.
  
  Certain senior loans in which a Closed-End Fund or ETF may invest are subject to rates that are tied to an interest rate. Historically, many senior loans were tied to the London Interbank Offered Rate (“LIBOR”). Since June 30, 2023, LIBOR settings have ceased to be published on a representative basis. Certain replacement rates have been identified and other replacement rates could be adopted by market participants. It is not possible to predict the effect of any replacement rates. Any potential effects of the transition away from LIBOR on certain instruments in which a Closed-End Fund or ETF invests can be difficult to ascertain, and they may vary depending on factors that include, but are not limited to: (i) existing fallback or termination provisions in individual contracts and (ii) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Any effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to a Closed-End Fund or ETF holding senior loans.
• Certain Closed-End Funds and ETFs held by the Trust invest in loans. Borrowers under loans may default on their obligations to pay principal or interest when due. This non-payment would result in a reduction of income to the applicable Closed-End Fund or ETF, a reduction in the value of the loan experiencing non-payment and a decrease in the net asset value of the Closed-End Fund or ETF. For secured loans, there is a risk that the value of any collateral securing a loan in which the Fund has an interest may decline and that the collateral may not be sufficient to cover the amount owed on the loan. Interests in loans made to finance highly leveraged companies or transactions such as corporate acquisitions may be especially vulnerable to adverse changes in economic or market conditions. Loans may be unrated or rated below investment-grade. Additionally, there may be a limited amount of public information available. Because junior loans have a lower place in an issuer’s capital structure and may be unsecured, junior loans involve a higher degree of overall risk than senior loans of the issuer.
  
  Certain loans in which a Closed-End Fund or ETF may invest may be subject to rates that are tied to an interest rate. Historically, many loans were tied to the London Interbank Offered Rate (“LIBOR”). Since June 30, 2023, LIBOR settings have ceased to be published on a representative basis. Certain replacement rates have been identified and other replacement rates could be adopted by market participants. It is not possible to predict the effect of any replacement rates. Any potential effects of the transition away from LIBOR on certain instruments in which a Closed-End Fund or ETF invests can be difficult to ascertain, and they mayvary depending on factors that include, but are not limited to: (i) existing fallback or termination provisions in individual contracts and (ii) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Any effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to a Closed-End Fund or ETF holding loans.
• Certain Closed-End Funds and ETFs 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 primarily speculative with respect to the issuer’s ability to make principal and interest payments and may be more volatile than higher rated securities of similar maturity. Additionally, they are subject to greater market, credit and liquidity risks than investment-grade securities. 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 in falling rate environments.
• Certain Closed-End Funds and ETFs held by the Trust may invest in securities that are rated as investment-grade by only one rating agency. As a result, such split-rated securities may have more speculative characteristics and are subject to a greater risk of default than securities rated as investment-grade by more than one rating agency.
• The Trust invests in securities issued by mid-capitalization companies and certain Closed-End Funds or ETFs held by the Trust may invest in securities issued by small-capitalization and/or mid-capitalization companies. These securities customarily involve more investment risk than securities of large-capitalization companies. Small-capitalization and mid-capitalization companies may have limited product lines, markets or financial resources and may be more vulnerable to adverse general market or economic developments.
• Economic conditions may lead to limited liquidity and greater volatility. The markets for fixed-income securities, such as those held by certain Closed-End Funds and ETFs, may experience periods of illiquidity and volatility. General market uncertainty and consequent repricing risk have led to market imbalances of sellers and buyers, which in turn have resulted in significant valuation uncertainties in a variety of fixed-income securities. These conditions resulted, and in many cases continue to result in, greater volatility, less liquidity, widening credit spreads and a lack of price transparency, with many debt securities remaining illiquid and of uncertain value. These market conditions may make valuation of some of the securities held by a Closed-End Fund or ETF uncertain and/or result in sudden and significant valuation increases or declines in its holdings.
• The Trust may be susceptible to potential risks through breaches in cybersecurity. A breach in cybersecurity refers to both intentional and unintentional events that may cause the Trust to lose proprietary information, suffer data corruption or lose operational capacity. Such events could cause the Sponsor of the Trust to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss. In addition, cybersecurity breaches of the Trust’s third-party service providers, or issuers in which the Trust invests, can also subject the Trust to many of the same risks associated with direct cybersecurity breaches.
• The Trust is subject to risks arising from various operational factors and their service providers. Operational factors include, but not limited to, human error, processing and communication errors, errors of the Trust’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. Additionally, the Trust may be subject to the risk that a service provider may not be willing or able to perform their duties as required or contemplated by their agreements with the Trust. Although the Trust seeks to reduce these operational risks through controls and procedures, there is no way to completely protect against such risks.
• 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, when creating additional units, continue to buy, the same securities even though a security’s outlook, market value or yield may have changed.

See “Investment Risks” in Part A of the prospectus and “Risk Factors” in Part B of the prospectus for additional information.