NDR Precious Metals & Miners Portfolio Series 23

Under normal circumstances, the Trust will invest at least 80% of the value of its assets in common stocks of mining companies that derive at least 50% of their revenues from precious metals mining, and shares of ETFs that invest substantially all of their assets in physical precious metals such as gold, silver and platinum. The Trust will invest in both domestic and foreign-listed securities. Certain of the common stocks included in the Trust may be issued by companies headquartered or incorporated in countries considered to be emerging markets. Certain of the common stocks included in the Trust may be issued by small-capitalization and mid-capitalization companies.

The Sponsor has partnered with Ned Davis Research, Inc. (“NDR”) as portfolio consultant. NDR will suggest securities for the portfolio that it believes possess the potential to achieve the Trust’s investment objective.

As a result of this strategy, the Trust is concentrated in the materials sector and in securities issued by companies located in Canada.

The Sponsor, with assistance from NDR, has selected securities for the portfolio that it believes have the best potential to achieve the Trust’s investment objective. To select the common stock portion of the portfolio, an initial universe of companies that fit the Global Industry Classification Standard for gold, silver, or precious metals stocks and derive at least 60% of their revenue from the mining of precious metals is identified. The common stocks for the final portfolio are selected based on, but not limited to, the following factors:

• Profitability & Profit Growth. Profitable firms and those with consistent earnings per share growth over the last one to four years.
• Revenue Growth & Growth Stability. Growing sales over the last one to three years at steady rates.
• Growth in Operating Margins.
• Earnings Yield. Favor securities with a higher earnings yield.
• Return on Equity. Positive and growing ROE over the last one to four years.
• Share Price Trends & Volatility. Focus on strong returns relative to the initial universe and avoid stocks with abnormally high volatility.
• Cash Flow. Favor securities with positive cash flow.

To select the ETFs for the final portfolio, the Sponsor, with assistance from NDR, considers a number of factors including the particular precious metal that is tracked by an ETF, as well as the overall size and liquidity of an ETF.

The final portfolio will be based upon one of three allocations:

• Heavy tilt: 70% common stocks of precious metal mining companies and 30% precious metal ETFs.
• Light tilt: 60% common stocks of precious metal mining companies and 40% precious metal ETFs.
• Flat tilt: 50% common stocks of precious metal mining companies and 50% precious metal ETFs.

The portfolio consultant will recommend an allocation to the Sponsor based upon its analysis of several factors, including but not limited to, precious metal valuations, geopolitical risk index, S&P 500 valuations, the U.S. dollar, U.S. Treasury yields and spread relationships, and crude oil prices.

For the Trust, the current allocation is a neutral allocation.

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, event 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. An outbreak of a novel form of coronavirus disease (“COVID-19”) was first detected in December 2019 and rapidly spread around the globe leading the World Health Organization to declare the COVID-19 outbreak a pandemic in March 2020 and resulting in major disruptions to economies and markets around the world. The complete economic impacts of COVID-19 are not yet fully known. The COVID-19 pandemic, or any future public health crisis, is impossible to predict and could result in adverse market conditions which may negatively impact the performance of the Trust and the Trust's ability to achieve its investment objectives. 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 is concentrated in the materials sector. As a result, the factors that impact the materials sector will likely have a greater effect on this Trust than on a more broadly diversified Trust. General risks of companies in the materials sector include the general state of the economy, consolidation, domestic and international politics and excess capacity. In addition, materials companies may also be significantly affected by volatility of commodity prices, import controls, worldwide competition, liability for environmental damage, depletion of resources and mandated expenditures for safety and pollution control devices.
• The Trust is concentrated in securities issued by Canadian companies. Canada is a major producer of forest products, metals, agricultural products and energy-related products, such as oil, gas and hydroelectricity. The Canadian economy is dependent on the demand for, and supply and price of, natural resources, and the Canadian market is relatively concentrated in issuers involved in the production and distribution of natural resources. A small number of sectors, including the materials sector, represent a large portion of the Canadian market.
• The Trust is concentrated in SPDR^® Gold Shares. As a result, the factors that impact the SPDR^® Gold Trust and its SPDR^® Gold Shares will likely have a greater effect on this Trust than on a more broadly diversified Trust. The SPDR^® Gold Trust holds physical gold. The investment objective of the SPDR^® Gold Trust is for the SPDR^® Gold Shares to reflect the performance of the price of gold bullion, less the SPDR^® Gold Trust’s expenses. The value of the SPDR^® Gold Shares relates directly to the value of the gold held by the SPDR^® Gold Trust and fluctuations in the price of gold could materially adversely affect an investment in the SPDR^® Gold Shares. As a result, the value of the Trust may be adversely impacted by changes in the value of the SPDR^® Gold Shares. For additional information about the SPDR^® Gold Shares, you should review the SPDR^® Gold Trust’s publicly available information, which can be found at www.sec.gov. We have not undertaken any independent review or due diligence of the publicly available information and we have not independently verified its accuracy. Information from outside sources is not incorporated by reference in, and should not be considered part of, this prospectus.
• The Trust includes securities issued by companies involved in the precious metals business. Precious metals companies are subject to risks associated with the exploration, development and production of precious metals including competition for land and difficulties in obtaining required governmental approval to mine land. In addition, the price of gold and other precious metals is subject to wide fluctuations and may be influenced by limited markets, expected inflation, central bank demand and availability of substitutes.
• The Trust includes securities issued by companies involved in the metals and mining business. Risks of investing in metals and mining company stocks include inaccurate estimates of mineral reserves and future production levels, varying expectations of mine production costs, technological and operational hazards in mining and mine development activities and mandated expenditures for safety and pollution control devices.
• The Trust invests in shares of ETFs. ETFs are investment pools that hold other securities or investments. ETFs are subject to various risks, including management’s ability to meet the fund’s investment objective. 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 ETFs are subject to annual fees and expenses. Unitholders of the Trust will bear these fees and expenses in addition to the fees and expenses of the Trust. See “Fees and Expenses” for additional information.
• An ETF or an issuer of securities held by an ETF may be unwilling or unable to declare dividends in the future or may reduce the level of dividends declared. This may result in a reduction in the value of your units.
• The financial condition of an ETF or an issuer of securities held by an 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.
• The Trust includes securities issued by companies involved with the production of certain commodities. Commodity companies include those companies involved in the production of building materials, aluminum, nonferrous metals, precious metals and steel and other commodities, as well as companies that explore for, produce, refine, distribute or sell petroleum, gas products and other commodities. General risks of commodity companies include price and supply fluctuations, excess capacity, economic recession, government regulations and overall capital spending rates. Exposure to commodities markets may subject the Trust to greater volatility than other investments. Certain commodities may be produced in a limited number of countries and may be controlled by a small number of producers.
• The Trust invests in U.S.-listed foreign securities, ADRs and foreign securities listed on foreign exchanges. The Trust’s investments in foreign securities listed on foreign exchanges present additional risk. ADRs are issued by a bank or Trust company to evidence ownership of underlying securities issued by foreign government. Securities of foreign issuers present risks beyond those of domestic securities. More specifically, 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.
• The trust invests in securities issued by companies headquartered or incorporated in countries  considered to be emerging markets. Because their financial markets may be very small, prices of financial instruments in emerging market countries may be volatile and difficult to determine. Financial instruments of issuers in these countries may have lower overall liquidity than those of issuers in more developed countries. Financial and other reporting by companies and government entities also may be less reliable or difficult to obtain in emerging market countries. In addition, foreign investors are subject to a variety of special restrictions in many emerging market countries. Shareholder claims and regulatory actions that are available 
  in the U.S. may be difficult or impossible to pursue in emerging market countries. Risks of investing in developing or emerging countries also include the possibility of investment
  and trading limitations, delays and disruptions in settlement transactions, market manipulation concerns, political uncertainties and dependence on international trade and development
  assistance. 
• The Trust includes securities whose value may be dependent on currency exchange rates. The U.S. dollar value of these securities may vary with fluctuations in foreign exchange rates. Most foreign currencies have fluctuated widely in value against the U.S. dollar for various economic and political reasons such as the activity level of large international commercial banks, various central banks, speculators, hedge funds and other buyers and sellers of foreign currencies.
• The Trust invests in securities issued by small-capitalization and 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.
• Share prices or dividend rates 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 in the future and, if declared, whether they will remain at current levels or increase over time.
• 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.
• Inflation may lead to a decrease in the value of assets or income from investments.
• 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.
• Unitholders may be subject to a financial asset reporting risk. Depending upon the size of a unitholder’s investment in the Trust and the unitholder’s other investments, a unitholder may have an obligation to report holdings of non-U.S. financial assets. Each unitholder should consult their own financial and legal advisors as to whether such reporting obligations apply to them.

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