Guggenheim REIT Portfolio Series 3

The Trust will invest in a portfolio of common stocks and preferred equity securities issued by U.S.-based REITs. REITs are financial vehicles that pool investors’ capital to purchase or finance real estate. The Sponsor will select securities that it believes have the best potential to meet the Trust’s investment objective. The focal points of the strategy will be diversification and dividend stability. The strategy as it pertains to diversification is multi-faceted. Diversification will be achieved at the issuer level, but also at the portfolio level with regards to both the property type and geographic location of the REITs’ holdings. The strategy relating to dividend safety will focus on cash flow coverage, overall leverage levels and debt maturity schedules. Both diversification and dividend stability will be considered within the context of relative value in terms of security pricing and dividend payment attractiveness.

When selecting the securities for the final portfolio, the sponsor, with the assistance of Guggenheim Real Estate LLC (“GRE”), considers (but is not limited to) the following factors:

• The securities must be issued by companies structured as REITs.
• The diversification benefits of the securities with respect to the issuer, the property types owned by the issuer and the geographic dispersion of the properties owned by the issuer.
• The attractiveness of the dividend payments relative to REIT securities with similar characteristics.
• The ability of the issuer to maintain its current dividend payment.
• The overall condition of the issuers’ balance sheet.
• The price of the securities relative to other securities with comparable characteristics.

Guggenheim Real Estate LLC

GRE is a real estate investment management company registered as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended. GRE is indirectly owned by Guggenheim Partners, LLC and Guggenheim Real Estate Partners L.P., an entity owned by certain employees of GRE. The Sponsor is also indirectly owned by Guggenheim Partners, LLC and is an affiliate of GRE.

The senior management team of GRE has worked together extensively in making and implementing practical real estate investment decisions. Founded in 2001, GRE was inspired by a common vision to bring real estate investment to the same level of sophistication enjoyed by other asset classes. Individually, the team members’ backgrounds are in investments, finance, leasing, development and asset management. GRE seeks to provide broad diversification and attractive relative value investments in both the public and private real estate markets.

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, and the state of the real estate market. 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. 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.
• The Trust invests in REITs. REITs may concentrate their investments in specific geographic areas or in specific property types, such as, hotels, shopping malls, residential complexes and office buildings. The value of the REITs and other real estate securities and the ability of such securities to distribute income may be adversely affected by several factors, including: rising interest rates; changes in the global and local economic climate and real estate conditions; perceptions of prospective tenants of the safety, convenience and attractiveness of the properties; the ability of the owner to provide adequate management, maintenance and insurance; increased competition from new properties; the impact of present or future environmental legislation and compliance with environmental laws; changes in real estate taxes and other operating expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; declines in the value of real estate; the downturn in the subprime mortgage lending markets and the real estate markets in the United States; and other factors beyond the control of the issuer of the security. In the second half of 2007 the residential mortgage and capital markets began showing signs of stress, primarily in the form of escalating default rates on sub-prime mortgages, declining home values and increasing home inventories nationwide. In 2008, the “credit crisis” spread to the broader commercial credit and financial markets resulting in illiquidity and volatility in the bond and equity markets. The current economic recession is negatively affecting all businesses, including REITs.
• The Trust invests in preferred stocks. Preferred securities are typically subordinated to bonds and other debt instruments in a company’s capital structure in terms of priority to corporate income and therefore will be subject to greater risk than those debt instruments.
• The Trust includes securities issued by companies in the financial sector. Companies in the financial sector include banks, insurance companies and investment firms. The profitability of companies in the financial sector is largely dependent upon the availability and cost of capital which may fluctuate significantly in response to changes in interest rates and general economic developments. Financial sector companies are especially subject to the adverse effects of economic recession, decreases in the availability of capital, volatile interest rates, portfolio concentrations in geographic markets and in commercial and residential real estate loans, and competition from new entrants in their fields of business. Negative developments initially relating to the subprime mortgage market and subsequently spreading to other parts of the economy, have adversely affected credit and capital markets worldwide and significantly impacted financial sector companies.
• 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.
• The Trust invests in securities that are rated by nationally recognized statistical rating agencies. Such ratings do not apply to the value of the units of the Trust, which will fluctuate over time.
• The Trust invests in securities that are rated below investment-grade and are considered to be “junk” securities. Below investment-grade obligations are considered to be speculative and are subject to greater market and credit risks, and accordingly, the risk of non-payment or default is higher than investment-grade securities. In addition, such securities may be more sensitive to interest rate changes and more likely to receive early returns of principal.
• The Trust invests in securities that are not rated by one or more of the rating agencies. As a result, it may be difficult to assess the credit quality of such securities.
• Certain of the securities held by the Trust 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.
• An issuer of securities may be unwilling or unable to make principal payments and/or to declare dividends in the future, may call a security before its stated maturity 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 issuer of the securities may worsen or its credit ratings may drop, resulting in a reduction in the value of your units. This may occur at any point in time, including during the initial offering period.
• The Trust will receive early returns of principal if securities held by the Trust are called or sold before they mature. If this happens your income will decline and you may not be able to reinvest the money you receive at as high a yield or as long a maturity.
• 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.
• 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, rating, market value or yield may have changed.