As filed with the Securities and Exchange Commission on May 26, 2022
Registration No. 811-01136
Registration No. 002-19458
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ☒ | |
| Post-Effective Amendment No. 284 | ☒ | |
| and/or | ||
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |
| Amendment No. 284 | ☒ |
(Check appropriate box or boxes)
GUGGENHEIM FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)
702 KING FARM BOULEVARD, SUITE 200, ROCKVILLE, MARYLAND 20850
(Address of Principal Executive Offices/Zip Code)
Registrant’s Telephone Number, including area code:
(301) 296-5100
Amy J. Lee, Vice President and Chief Legal Officer
702 King Farm Boulevard Suite 200 Rockville, MD 20850 | Julien Bourgeois
Dechert LLP 1900 K Street, NW Washington, DC 20006 |
(Name and address of Agent for Service)
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
Explanatory Note
Post-Effective Amendment No. 283 to the Registration Statement on Form N-1A (File No. 002-19458) (the “Registration Statement”) of Guggenheim Funds Trust (the “Registrant”) was filed on January 28, 2022, pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “1933 Act”). This Post-Effective Amendment No. 284 to the Registration Statement is being filed pursuant to Rule 462(d) under the 1933 Act solely for the purpose of filing exhibits to the Registration Statement and making other related changes to Part C. Accordingly, this Post-Effective Amendment No. 284 consists only of a facing page, this explanatory note and Part C of the Registration Statement setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 284 relates to all series of the Registrant. This Post-Effective Amendment No. 284 does not modify any other part of the Registration Statement, and is not meant to supplant, supersede or otherwise affect Post-Effective Amendment No. 283 other than to modify Part C thereof. Pursuant to Rule 462(d) under the 1933 Act, this Post-Effective Amendment No. 284 shall become effective immediately upon filing with the Securities and Exchange Commission. Part A and Part B of Post-Effective Amendment No. 283, as may be amended or supplemented, are hereby incorporated by reference.
GUGGENHEIM FUNDS TRUST
PART C. OTHER INFORMATION
| Item 28. | Exhibits |
(a) | (1) |
| (2) |
| (3) |
| (b) |
| (c) | Reserved |
(d) | (1) |
| (3) |
| (4) |
| (5) |
| (6) |
| (7) |
| (8) |
| (9) |
| (10) |
| (11) |
| (12) |
| (13) |
| (14) |
| (15) |
| (16) |
| (17) |
| (18) |
| (19) |
| (20) |
| (21) |
| (22) |
| (23) |
| (24) |
| (25) |
| (26) | Investment Sub-Advisory Agreement with respect to Guggenheim Municipal Income Fund – Filed herewith. |
(e) | (1) |
| (2) |
| (f) | Not applicable |
(g) | (1) |
| (2) |
(h) | (1) |
| (2) |
| (3) |
| (4) |
| (5) |
| (6) |
| (7) |
| (8) |
| (9) |
| (10) |
| (12) |
| (13) |
| (14) |
| (15) |
| (16) |
| (17) |
| (18) |
| (19) |
| (20) |
| (21) |
| (i) |
| (j) | Not applicable |
| (k) | Not applicable |
| (l) | Not applicable |
(m) | (1) |
| (2) |
| (3) |
| (4) |
| (5) |
| (6) |
| (7) |
| (8) |
| (n) |
| (o) | Reserved |
| (p) | Code of Ethics |
| (1) |
| (2) |
| (3) | Concinnity Advisors, LP. – Previously filed with Post-Effective Amendment No. 282 to Registration Statement 2-19458 (filed January 28, 2021).* |
| (4) |
| (q) |
| * | Incorporated by reference. |
| Item 29. | Persons Controlled by or Under Common Control with Registrant |
The Board of Trustees of the Registrant is the same as the board of certain other registrants, each of which has Security Investors, LLC (���Security Investors”), Guggenheim Partners Investment Management, LLC (“GPIM”), or an affiliate of Security Investors or GPIM, as its investment adviser. In addition, the officers of the Registrant are substantially identical to those of the other registrants. Nonetheless, the Registrant takes the position that it is not under common control with the other registrants because the power residing in the respective boards and officers arises as the result of an official position with the respective registrants.
The Trust through Guggenheim Macro Opportunities Fund, a separate series of the Trust, wholly owns and controls the Guggenheim Macro Opportunities Fund CFC (“Subsidiary”), a company organized under the laws of the Cayman Islands. The Subsidiary’s financial statements will be included, on a consolidated basis, in the Fund’s annual and semi-annual reports to shareholders.
| Item 30. | Indemnification |
Article VII, Section III of the Registrant’s Declaration of Trust, which is filed hereunder, provides for indemnification of the Trustees, officers, employees and other agents of the Registrant who are parties pursuant to any proceeding by reason of their actions performed in their scope of service on behalf of the Trust.
A policy of insurance covering Security Investors, LLC, Guggenheim Funds Distributors, LLC, the Registrant and certain other registrants advised by Security Investors, GPIM, or an affiliate of Security Investors or GPIM insures the Registrant’s trustees and officers against liability arising by reason of an alleged breach of duty caused by any negligent act, error or accidental omission in the scope of their duties. The independent trustees are also covered under a joint independent directors liability (“DL”) insurance policy that covers the independent trustees of the other registrants.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
| Item 31. | Business or Other Connections of Investment Adviser |
Security Investors serves as investment adviser to Guggenheim Alpha Opportunity Fund, Guggenheim High Yield Fund, Guggenheim Core Bond Fund, Guggenheim Large Cap Value Fund, Guggenheim SMid Cap Value Fund, Guggenheim Municipal Income Fund, Guggenheim Small Cap Value Fund, Guggenheim StylePlus-Large Core Fund, Guggenheim StylePlus-Mid Growth Fund and Guggenheim World Equity Income Fund. Security Investors is primarily engaged in the provision of investment advisory and management services to mutual funds and private accounts. The directors and officers of Security Investors consist primarily of persons who during the past two years have been active in the investment management business. To the knowledge of the Registrant, except as set forth below, as applicable, none of the directors or executive officers of Security Investors is or has been engaged in any other business, profession, vocation or employment of a substantial nature during the past two fiscal years. Information as to the executive officers and directors of Security Investors is included in its Form ADV as filed with the SEC (File No. 801-8008) pursuant to the Investment Advisers Act of 1940, as amended, which is incorporated herein by reference.
GPIM serves as investment adviser for Guggenheim Diversified Income Fund, Guggenheim Floating Rate Strategies Fund, Guggenheim Limited Duration Fund, Guggenheim Macro Opportunities Fund, Guggenheim Market Neutral Real Estate Fund, Guggenheim Total Return Bond Fund, Guggenheim Risk Managed Real Estate Fund, Guggenheim Capital Stewardship Fund and Guggenheim Ultra Short Duration Fund. GPIM also serves as investment sub-adviser to Guggenheim Municipal Income Fund. GPIM is primarily engaged in the provision of investment advisory and management services to registered investment companies and private accounts. The directors and officers of GPIM consist primarily of persons who during the past two years have been active in the investment management business. To the knowledge of the Registrant, except as set forth below, as applicable, none of the directors or executive officers of GPIM is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of GPIM is included in its Form ADV as filed with the SEC (File No. 801-66786) pursuant to the Investment Advisers Act of 1940, as amended, which is incorporated herein by reference.
Guggenheim Partners Advisors, LLC (“GPA”) serves as investment sub-adviser for Guggenheim Floating Rate Strategies Fund, Guggenheim High Yield Fund, Guggenheim Core Bond Fund, Guggenheim Macro Opportunities Fund, Guggenheim Municipal Income Fund,
Guggenheim Total Return Bond Fund, and Guggenheim Ultra Short Duration Fund. GPA is primarily engaged in providing certain global and sector macroeconomic analysis and similar advisory services to its investment adviser affiliates, including SI ad GPIM. The directors and officers of GPA consist primarily of persons who during the past two years have been active in the investment management business. To the knowledge of the Registrant, except as set forth below, as applicable, none of the directors or executive officers of GPA is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of GPA is included in its Form ADV as filed with the SEC (File No. 801-107511) pursuant to the Investment Advisers Act of 1940, as amended, which is incorporated herein by reference.
Concinnity serves as investment sub-adviser for Guggenheim Capital Stewardship Fund. Concinnity provides investment advisory services on a discretionary basis as a sub-advisor to GPIM and also provides investment advice to a separately managed account. The directors and officers of Concinnity consist primarily of persons who during the past two years have been active in the investment management business. To the knowledge of the Registrant, except as set forth below, as applicable, none of the directors or executive officers of Concinnity is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of Concinnity is included in its Form ADV as filed with the SEC (File No. 801-78298) pursuant to the Investment Advisers Act of 1940, as amended, which is incorporated herein by reference.
| Item 32. | Principal Underwriters |
(a) Guggenheim Funds Distributors, LLC serves as the principal underwriter for the Registrant, Guggenheim Strategy Funds Trust, Guggenheim Variable Funds Trust, Rydex Series Funds, Rydex Variable Trust, Rydex Dynamic Funds and Transparent Value Trust.
(b) The following information is furnished with respect to the directors and officers of Guggenheim Funds Distributors, LLC:
(1) Name and Principal Business Address | (2) Position and Offices with Underwriter | (3) Position and Offices With Registrant | ||
Dina DiLorenzo 330 Madison Avenue, 10th Floor New York, New York 10017 | President | None | ||
Dominick Colgiandro 42-40 Bell Boulevard, Suite 505 Bayside, New York 11361 | Chief Operating Officer | None | ||
Dennis R. Metzger 702 King Farm Blvd., Suite 200 Rockville, MD 20850 | Chief Compliance Officer | None | ||
Kevin M. McGovern 702 King Farm Blvd., Suite 200 Rockville, MD 20850 | Vice President | None | ||
Julie Jacques One Security Benefit Place Topeka, KS 66636 | Chief Financial Officer and Treasurer | None | ||
Amy J. Lee 702 King Farm Blvd., Suite 200 Rockville, MD 20850 | Vice President, General Counsel and Secretary | Trustee, Vice President and Chief Legal Officer | ||
Elisabeth A. Miller 702 King Farm Blvd., Suite 200 Rockville, MD 20850 | Vice President | Chief Compliance Officer | ||
Christopher Parisi 702 King Farm Blvd., Suite 200 Rockville, MD 20850 | Senior Vice President | None | ||
(c) Not applicable.
| Item 33. | Location of Accounts and Records |
Certain accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are maintained by Security Investors, LLC, 702 King Farm Blvd., Suite 200, Rockville, MD 20850, 330 Madison Avenue, 10th Floor, New York, New York 10017, and 9401 Indian Creek Parkway, Suite 850, Overland Park, KS 66210; Star Compliance, 9200 Corporate Blvd., Suite 440, Rockville, MD 20850; Cyxtera, 350 E Cermak Rd., Chicago, IL 60616, 1919 Park Ave., Weehawken, NJ 07086; Guggenheim Investments, 222 Berkeley St., 11th Floor, Boston, MA 02116, 800 SW Jackson St., Topeka, KS 66612, 100 Wilshire Blvd., Santa Monica, CA 90401, 227 West Monroe St., Chicago, IL 60606; MUFG Investor Services, LLC, 805 King Farm Blvd. Rockville, MD, 20850; Bank of New York Mellon, 240 Greenwich St., New York, NY 10286; Iron Mountain, 1 Federal St., Boston, MA 02110; US Bank, 425 Walnut St., Cincinnati, OH 45202; Institutional Shareholder Services, Inc., 702 King Farm Blvd., Suite 400, Rockville, MD 20850; Guggenheim Services, LLC, 227 West Monroe St. Suite 4000, Chicago, IL 60606; Guggenheim Partners Investment Management, LLC, 231 South Bemiston Ave., Suite 1400, MO 63105, 702 King Farm Blvd., Suite 200, Rockville, MD 20850, 330 Madison Ave., New York, NY 10017, 3414 PeachTree Road NE, Suite 975, Atlanta, GA 30326, 227 West Monroe St. Chicago, IL 60606; Four Corners Capital Management, LLC, 515 S. Flower Street, Suite 4310, Los Angeles, California 90071; Lexington Management Corporation, Park 80 West, Plaza Two, Saddle Brook, New Jersey 07663; Meridian Investment Management Corporation, 12835 East Arapahoe Road, Tower II, 7th Floor, Englewood, Colorado, 80112; Strong Capital Management, Inc., 100 Heritage Reserve, Menomonee Falls, Wisconsin, 53051; Templeton/Franklin Investment Services, Inc., 777 Mariners Island Boulevard, San Mateo, California 94404; OppenheimerFunds, Inc., 498 Seventh Avenue, New York, New York 10018; Wellington Management Company, LLP, 75 State Street, Boston, Massachusetts 02110; Northern Trust Investments, N.A., 181 W. Madison, Chicago, Illinois 60675 and Deutsche Asset Management, Inc., 345 Park Avenue, New York, New York 10154. Records relating to the duties of the Registrant’s custodian are maintained by Chase Manhattan Bank, 4 Chase MetroTech Center, Brooklyn, New York 11245; State Street Bank and Trust Company, 801 Pennsylvania, Kansas City, Missouri 64105; Banc Of America Securities, LLC 9 West 57th Street, New York, New York 10019 and The Bank of New York Mellon, 2 Hanson Place, 9th Floor, Brooklyn, New York 11217.
| Item 34. | Management Services |
Not applicable.
| Item 35. | Undertakings |
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (“1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 284 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on the 26th day of May 2022.
GUGGENHEIM FUNDS TRUST | ||||
(Registrant) | ||||
By: | /s/ Brian E. Binder | |||
Brian E. Binder, Chief Executive Officer and President | ||||
Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities indicated and on the 26th day of May 2022.
GUGGENHEIM FUNDS TRUST | ||||
Randall C. Barnes | By: | /s/ Amy J. Lee | ||
Trustee | Amy J. Lee, Trustee, Vice President, Chief Legal Officer Whose Names Appear Opposite | |||
Angela Brock-Kyle Trustee | ||||
By: | /s/ John L. Sullivan | |||
Thomas F. Lydon, Jr. Trustee | John L. Sullivan, Chief Financial Officer, Treasurer and (Principal Financial and Accounting Officer) | |||
Ronald A. Nyberg Trustee | ||||
By: | /s/ Brian E. Binder | |||
Sandra G. Sponem Trustee Ronald E. Toupin, Jr. | Brian E. Binder, President and Chief Executive Officer (Principal Executive Officer) | |||
Trustee | ||||
EXHIBIT INDEX
Exhibit Number | Exhibit | |
(d)(23) | Investment Sub-Advisory Agreement with respect to Guggenheim Floating Rate Strategies Fund, Guggenheim Macro Opportunities Fund and Guggenheim Total Return Bond Fund | |
(d)(24) | Investment Sub-Advisory Agreement with respect to Guggenheim Ultra Short Duration Fund | |
(d)(25) | Investment Sub-Advisory Agreement with respect to Guggenheim Core Bond Fund and Guggenheim High Yield Fund | |
(d)(26) | Investment Sub-Advisory Agreement with respect to Guggenheim Municipal Income Fund | |
(p)(4) | Code of Ethics of Guggenheim Partners Advisors, LLC | |