AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 2014
1933 ACT FILE NO. 333-193080
1940 ACT FILE NO. 811- 03763
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
REGISTRATION STATEMENT ON
FORM S-6
AMENDMENT NO. 1
________________________
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
A. EXACT NAME OF TRUST: GUGGENHEIM DEFINED PORTFOLIOS, SERIES 1131
B. NAME OF DEPOSITOR: GUGGENHEIM FUNDS DISTRIBUTORS, LLC
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
Guggenheim Funds Distributors, LLC
2455 Corporate West Drive
Lisle, Illinois 60532
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
Copies to:
AMY LEE, ESQ. ERIC F. FESS, ESQ.
Vice President and Secretary Chapman and Cutler LLP
Guggenheim Funds Distributors, LLC 111 West Monroe Street
2455 Corporate West Drive Chicago, Illinois 60603
Lisle, Illinois 60532 (312) 845-3000
(630) 505-3700
It is proposed that this filing will become effective (check appropriate box)
[_] immediately upon filing pursuant to paragraph (b)
[_] on (date) pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1) of rule 485
[_] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
E. TITLE OF SECURITIES BEING REGISTERED: Units of fractional undivided
beneficial interest.
F. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: As soon as practicable
after the effective date of the Registration Statement.
[_] Check box if it is proposed that this filing will become effective
on (date) at (time) pursuant to Rule 487.
================================================================================
The registration hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
PRELIMINARY PROSPECTUS DATED JANUARY 30, 2014
GUGGENHEIM DEFINED PORTFOLIOS, SERIES 1131 (the "Series")
Infrastructure & MLP Portfolio of CEFs, Series 17
(the "Infrastructure & MLP CEFs Trust")
Corporate High Yield & Income Portfolio of CEFs, Series 25
(the "Corporate High Yield & Income CEFs Trust")
Strategic Income Portfolio, Series 83
(the "Strategic Income Trust)
Guggenheim Global Telecom Strategy Portfolio, Series 13
(the "Guggenheim Global Telecom Strategy Trust")
(A Unit Investment Trust)
The above-referenced Series is comprised of the Infrastructure & MLP Portfolio
of CEFs, Series 17, Corporate High Yield & Income Portfolio of CEFs, Series 25,
Strategic Income Portfolio, Series 83 and Guggenheim Global Telecom Strategy
Portfolio, Series 13 (each, a "trust" and together, the "trusts").
The attached final prospectus for the prior series of the trusts is hereby
used as the preliminary prospectus for the above-referenced Series. The
narrative information and structure of the attached final prospectus will be
substantially similar to that of the final prospectus for this Series.
Information with respect to pricing, the number of units, dates and summary
information regarding the characteristics of securities to be deposited in this
Series is not available as of this date and will be different because each
series has a unique portfolio. Accordingly, the information contained herein
with regard to the previous series should be considered as being included for
informational purposes only. Ratings of the securities in this Series are
expected to be comparable to those of the securities deposited in the previous
series.
The registration statement relating to the units of this Series is not
complete, may be changed and is not yet effective. Information contained herein
is subject to completion or amendment. The units of this Series may neither be
sold nor may an offer to buy such units be accepted prior to the time the
registration statement becomes effective. This prospectus shall neither
constitute an offer to sell nor be considered a solicitation of an offer to buy
the units. There shall be no sale of the units in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
For purposes of the Infrastructure & MLP CEFs Trust incorporated herein by
reference are portions of the final prospectus for Guggenheim Defined
Portfolios, Series 1101 (Registration No. 333-191410) as filed on November 13,
2013, which shall be used as the preliminary prospectus for such Infrastructure
& MLP CEFs Trust. For purposes of the Corporate High Yield & Income CEFs Trust
incorporated herein by reference are portions of the final prospectus for
Guggenheim Defined Portfolios, Series 1066 (Registration No. 333-189863) as
filed on August 14, 2013, which portions shall be used as the preliminary
prospectus for such Corporate High Yield & Income CEFs Trust. For purposes of
the Strategic Income Trust incorporated herein by reference are portions of the
final prospectus for Guggenheim Defined Portfolios, Series 1113 (Registration
No. 333-191814) as filed on December 11, 2013, which shall be used as the
preliminary prospectus for such Strategic Income Trust. For purposes of the
Guggenheim Global Telecom Strategy Trust incorporated herein by reference is the
final prospectus for Guggenheim Defined Portfolios, Series 1081 (Registration
No. 333-190129) as filed on September 18, 2013, which shall be used as the
preliminary prospectus for such Guggenheim Global Telecom Strategy Trust.
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
The Depositor has obtained the following Securities Dealer Blanket Bond
for its officers, directors and employees:
INSURER/POLICY NO. AMOUNT
National Union Fire Insurance
Company of Pittsburgh, Pennsylvania
5692790 $4,000,000
This Registration Statement comprises the following papers and documents.
The Facing Sheet
The Prospectus
The Signatures
Consents of Counsel
Exhibits
The following exhibits:
1.1 Reference Trust Agreement (to be supplied by amendment).
1.1.1 Standard Terms and Conditions of Trust (Reference is made to Exhibit
1.1.1 to Amendment No. 2 to the Registration Statement on Form S-6
for Claymore Securities Defined Portfolios, Series 116 (File No.
333-72828) filed on December 18, 2001).
2.1 Code of Ethics (Reference is made to Exhibit 2.1 to the Registration
Statement on Form S-6 for Claymore Securities Deferred Portfolios,
Series 213 (File No. 333-122184) filed on February 9, 2005).
3.1 Opinion of counsel as to legality of the securities being registered
including a consent to the use of its name in the Registration
Statement (to be supplied by amendment).
3.2 Opinion of counsel as to Federal and New York Income tax status of
the securities being registered including a consent to the use of
its name in the Registration Statement (to be supplied by
amendment).
3.3 Opinion of counsel as to the Trustee and the Trust(s), including a
consent to the use of its name in the Registration Statement (to be
supplied by amendment).
4.1 Consent of Independent Registered Public Accounting Firm (to be
supplied by amendment).
6.0 Powers of Attorney authorizing Amy Lee to execute the Registration
Statement. (Reference is made to Exhibit 6.0 to the Registration
Statement on Form S-6 for Guggenheim Defined Portfolios, Series 1101
(File No. 333-191410) filed on September 26, 2013).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Guggenheim Defined Portfolios, Series 1131 has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Lisle, and State of
Illinois, on the 30th day of January, 2014.
GUGGENHEIM DEFINED PORTFOLIOS, SERIES 1131, Registrant
By: GUGGENHEIM FUNDS DISTRIBUTORS, LLC, Depositor
By: /s/ Amy Lee
---------------
Amy Lee
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:
SIGNATURE* TITLE DATE
)
) By: /s/ Amy Lee
) -----------
) Amy Lee
DONALD CACCIAPAGLIA* Chief Executive Officer and ) Attorney-in-Fact*
President of Guggenheim Funds )
Distributors, LLC ) January 30, 2014
)
DOMINICK COGLIANDRO* Chief Operating Officer of ) January 30, 2014
Guggenheim Funds Distributors, )
LLC )
)
JULIE JACQUES* Treasurer of Guggenheim Funds ) January 30, 2014
Distributors, LLC )
)
JULIE JACQUES* Principal Financial Officer of ) January 30, 2014
Guggenheim Funds Distributors, )
LLC )
FARHAN SHARAFF Chief Investment Officer of
Guggenheim Funds Distributors,
LLC
/s/ Amy Lee Vice President and Secretary of January 30, 2014
----------- Guggenheim Funds Distributors,
AMY LEE LLC
--------------
* Executed copies of the related powers of attorney were filed as Exhibit
6.0 to the Registration Statement of Guggenheim Defined Portfolios, Series
1101 on September 26, 2013.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The consent of Grant Thornton LLP to the use of its report and to the
reference to such firm in the Prospectus included in the Registration Statement
will be filed as Exhibit 4.1 to the Registration Statement.
CONSENT OF CHAPMAN AND CUTLER LLP
The consent of Chapman and Cutler LLP to the use of its name in the
Prospectus included in the Registration Statement will be contained in its
opinion to be filed as Exhibits 3.1 and 3.2 to the Registration Statement.
CONSENT OF DORSEY & WHITNEY LLP
The consent of Dorsey & Whitney LLP to the use of its name in the
Prospectus included in the Registration Statement will be contained in its
opinion to be filed as Exhibit 3.3 to the Registration Statement.
MEMORANDUM
Re: Guggenheim Defined Portfolios, Series 1131
The list of securities comprising the trust of the fund, the evaluation,
record and distribution dates and other changes pertaining specifically to the
new series, such as size and number of units of the trust in the fund and the
statement of financial condition of the new fund will be filed by amendment.
1940 ACT
FORMS N-8A AND N-8B-2
Form N-8A and Form N-8B-2 were filed in respect of Guggenheim Defined
Portfolios, Series 718 (and subsequent series) (File No. 333-169214).
1933 ACT
THE INDENTURE
The form of the proposed Standard Terms and Conditions of Trust is
expected to be in all respects consistent with the form of the Standard Terms
and Conditions of Trust dated December 18, 2001 relative to Claymore Securities
Defined Portfolios, Series 116.
CHAPMAN AND CUTLER LLP
Chicago, Illinois
January 30, 2014