Tekla Medical Science Innovation Portfolio Series 5

Under normal circumstances, the Trust will invest at least 80% of the value of its assets in medical science companies that the Sponsor believes are innovative. A company will be deemed to be a medical science company if, at the time an investment is made in the company, 50% or more of such company’s sales, earnings or assets arise from or are dedicated to healthcare products or services or medical technology activities. Innovative medical science companies are companies considered to be developing novel products to address medical needs. The Trust seeks to select innovative medical science companies that may benefit from one or more of the trends positively impacting the health care industry. The U.S. listed common stocks held by the Trust may include the common stocks of U.S. and non-U.S. companies. The foreign securities that may be held by the Trust may include American Depositary Receipts (“ADRs”). The Trust may invest in companies of any market capitalization.

The sponsor has partnered with Tekla Capital Management, LLC (“Tekla”) as portfolio consultant. Tekla will suggest securities for the portfolio that it believes possess the potential to achieve the trust’s investment objective.

The Sponsor, with the assistance of Tekla, selects companies that it believes are innovative medical science companies that may benefit from one or more of the trends positively impacting the health care industry. The selection process begins with the universe of health care companies. The universe is then reduced by considering factors such as, but not limited to:

• Valuation – whether a company may be attractively valued by reviewing metrics such as discounted cash flow, peak sales multiples, and market penetration models.
• Catalysts – whether a company may increase in value from a scientific, clinical, regulatory or commercial event.
• Novel Products – whether a company is expected to produce differentiated products and services relative what is available.
• Attractive Health Care Subsectors – whether the company is in a subsector that may address the developing needs of patients.

Tekla Capital Management, LLC

Tekla Capital Management, LLC is a Registered Investment Adviser that specializes in healthcare sector investing. The firm conducts fundamental research in almost all subsectors within the healthcare area and generally seeks to invest in venture and public companies of all market capitalizations that produce novel products and services. Many members of Tekla’s research staff hold degrees in the biological sciences, engineering or medical areas. Several of the firm’s analytical staff hold business degrees and/or have significant drug development experience at public and private biopharma companies. Tekla also employs an experienced administrative staff.

Tekla Capital Management, LLC (fka Hambrecht & Quist Capital Management) has been independently owned since its spinout from JPMorgan/Chase in 2002. The firm manages four NYSE listed closed end funds with total assets over $3B.

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.
• Because the Trust invests in innovative medical science companies, the Trust is concentrated in the health care sector. As a result, the factors that impact the health care sector will likely have a greater effect on this Trust than on a more broadly diversified Trust. General risks of companies in the health care sector include extensive competition, generic drug sales, the loss of patent protection, product liability litigation and increased government regulation. Innovative medical science companies attempt to develop novel products to address medical needs. The research and development costs of bringing new products to market are substantial, and there is no guarantee that the product will ever come to market. Health care companies seeking government approval for medical products and services may have losses and may not offer proposed products for several years, if at all.
• The Trust invests in ADRs and U.S.-listed foreign securities. The Trust’s investment in ADRs and U.S.-listed foreign securities presents additional risk. ADRs are issued by a bank or Trust company to evidence ownership of underlying securities issued by foreign corporations. 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 small- 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 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.