Closed-End Income Portfolio Series 3

The Trust contains common stocks of closed-end investment companies (“closed-end funds”), the majority of which contain portfolios that are concentrated in high-yield bonds, which are rated below investment grade (Baa or BBB) as determined by Moody’s Investor Services (“Moody’s”) and/or Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s”).

The Sponsor has selected for the portfolio common stocks of closed-end funds believed to have the best potential to achieve the Trust’s investment objective (the “securities”). The majority of the closed-end funds contain portfolios that are concentrated in high-yield bonds. Although subject to greater risks, high-yield bond investors have historically received greater returns from their high-yield investments than investment-grade bond investors. The Sponsor believes that an investment in the securities offers investors who are willing to assume certain credit and market risks the potential to earn a high level of current monthly income.

As of the Trust’s inception date (the “Inception Date”), 100% of the Trust’s portfolio is invested in securities of closed-end funds with portfolios concentrated in bonds that are rated below investment grade by either Moody’s or Standard & Poor’s. High-yield or “junk” bonds, the generic names for bonds rated below “BBB” by Standard & Poor’s or “Baa” by Moody’s, 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. Bonds that are rated below investment grade by either Standard & Poor’s or Moody’s will be deemed to be below investment grade for purposes of the Trust even if the security has received an investment grade rating by either party. Obligations rated below investment grade should be considered speculative as these ratings indicate a quality of less than investment grade. Because high-yield bonds are generally subordinated obligations and are 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.

See “Description of Ratings” in Part B of the prospectus for additional information regarding the ratings criteria.

You can lose money by investing in the Trust. The Trust also might not perform as well as you expect. This can happen for reasons such as these:

• Share prices can be volatile. The value of your investment may fall over time.
• The value of the securities in the closed-end funds will generally fall if interest rates, in general, rise. Typically, securities with longer periods before maturity are more sensitive to interest rate changes.
• An issuer 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 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 primary offering period.
• The Trust is concentrated in securities of closed-end funds. Closed-end funds are actively managed investment companies that invest in various types of securities. Closed-end funds issue shares of common stock 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 portfolio when the underlying securities are redeemed or sold, 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 held by the Trust invest in bonds 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.
• Some of the closed-end funds held by the Trust may invest in bonds 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 more subject to a greater risk of default than securities rated as investment grade by both Moody’s and Standard & Poor’s.
• The Trust is considered to be a “trust of funds.” As such, it is subject to certain termination restrictions that may result in a reduction in the value of your units.
• Inflation may decrease the value of money, which may lead to a decrease in the value of assets or income from investments.
• We do not actively manage the portfolio. The Trust will generally hold, and may continue to buy, the same securities even though the security’s outlook or rating or its market value or yield may have changed.