Guggenheim Defensive Equity Portfolio Series 3

The Trust will invest in a portfolio of 50 equity securities of U.S.-listed companies whose businesses, the Sponsor believes, have low sensitivity to changes in the economy (as measured by a low sensitivity to the stock market) and that have valuation, leverage and profitability that combined have been shown to historically outperform the broad universe of U.S. equities. The Trust will include securities of companies across large/mid/small capitalizations from a diversified set of sectors. The selected securities will be balanced between traditional growth and value characteristics. The Sponsor believes that the portfolio is best suited for investors that are concerned about the prospects of the U.S. economy over the term of the Trust and are seeking a defensive equity portfolio. However, there can be no assurance that the portfolio will perform as expected or that the Trust will achieve its objective.

The Sponsor, with the assistance of Guggenheim Partners Investment Management, LLC ("GPIM"), an affiliate of Guggenheim Partners, LLC, has selected the securities to be included in the Trust’s portfolio.

The Trust’s portfolio is constructed and the securities are selected approximately five business days prior to the initial date of deposit (“Inception Date”) using the methodology described below.

To determine the constituents in the final portfolio the following criteria will be utilized:

• Begin with all of the securities listed in the S&P 1500 Composite Index and exclude companies with average or high sensitivity to market moves.
• Rank the remaining securities based on the attractiveness of key fundamentals: free cash flow yield, return on assets, and earnings before interest, taxes, depreciation and amortization divided by enterprise value (EBITDA/EV).
• Select the 50 securities with the best overall fundamental rankings listed in Step 2, while assuring balanced diversification across portfolio characteristics of size, sector, and growth/value styles.

S&P Composite 1500 Index

The S&P Composite 1500 Index (“Index”) combines three leading indices - S&P 500, S&P MidCap 400, and S&P SmallCap 600 - to form an investable benchmark of the U.S. equity market. Covering approximately 85% of the U.S. market capitalization,the Index offers investors an index with the familiar characteristics of the S&P 500 but with broader market exposure. The Index is unmanaged and it is not possible to invest directly in the Index

Guggenheim Partners Investment Management, LLC

Guggenheim Partners Investment Management, LLC is a subsidiary of Guggenheim Partners, LLC and an affiliate of the Sponsor, which offers financial services expertise within its asset management, investment advisory, capital markets, institutional finance and merchant banking business lines. Clients consist of a mix of individuals, family offices, endowments, foundations, insurance companies, pension plans and other institutions that together have entrusted the firm with supervision of more than $100 billion in assets. A global diversified financial services firm, Guggenheim Partners, LLC office locations include New York, Chicago, Los Angeles, Miami, Boston, Philadelphia, St. Louis, Houston, London, Dublin, Geneva, Hong Kong, Singapore, Mumbai and Dubai.

The Sponsor is also a subsidiary of Guggenheim Partners, LLC. See “General Information” in the prospectus for additional information.

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. 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.
• Due to the current state of the economy, the value of the securities held by the Trust may be subject to steep declines or increased volatility due to changes in performance or perception of the issuers. Starting in December 2007, economic activity declined across all sectors of the economy, and the United States experienced increased unemployment. The economic crisis affected the global economy with European and Asian markets also suffering historic losses. Standard & Poor’s Rating Services recently lowered its long-term sovereign credit rating on the United States to “AA+” from “AAA,” which could lead to increased interest rates and volatility. Extraordinary steps have been taken by the governments of several leading countries to combat the economic crisis; however, the impact of these measures is not yet fully known and cannot be predicted.
• Share prices or dividend rates on the securities in the Trust may decline during the life of the Trust. There is no guarantee 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 includes securities of companies in the consumer products sector. General risks of companies in the consumer products sector include cyclicality of revenues and earnings, economic recession, currency fluctuations, changing consumer tastes, extensive competition, product liability litigation and increased government regulation. A weak economy and its effect on consumer spending would adversely affect companies in the consumer products sector.
• The Trust invests in a U.S.-listed foreign security. The Trust’s investment in a U.S.-listed foreign security presents additional risk. 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-capitalization and mid-capitalization companies. These securities customarily involve more investment risk than securities of larger 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.
• 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.