06/18/2026 | Press release | Distributed by Public on 06/18/2026 04:07
As filed with the U.S. Securities and Exchange Commission on June 18, 2026
File No. 333-294393
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ___
Post-Effective Amendment No. 1
(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)
(301) 296-5100
(Registrant's Telephone Number)
Amy J. Lee, Vice President and Chief Legal Officer
702 King Farm Boulevard, Suite 200
Rockville, MD 20850
(Name and Address of Agent for Service)
With a copy to:
Julien Bourgeois, Esq.
Dechert LLP
1900 K Street, NW
Washington, DC 20006
(202) 261-3451
No filing fee is required because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, pursuant to which it has previously registered an indefinite number of shares.
It is proposed that this filing will become effective immediately pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
The Parts A and B of the Registrant's Registration Statement on Form N-14 (File No. 333-294393), filed with the Securities and Exchange Commission (the "SEC") on March 18, 2026, are incorporated herein by reference. The definitive versions of Parts A and B were filed with the SEC on April 17, 2026 pursuant to Rule 497 under the Securities Act of 1933, as amended. Capitalized terms not otherwise defined herein have the meanings ascribed to them in Parts A and B of the Registrant's Registration Statement on Form N-14.
This Post-Effective Amendment is being filed solely for the purpose of filing (i) the final Agreement and Plan of Reorganization between Guggenheim Strategy Fund II, on behalf of Guggenheim Strategy Funds Trust, and Guggenheim Ultra Short Income ETF, on behalf of Guggenheim Funds Trust, as Exhibit No. (4) to this Registration Statement on Form N-14; and (ii) the final opinion and consent of Dechert LLP regarding tax matters for the Reorganization as Exhibit No. (12) to this Registration Statement on Form N-14.
PART C.
OTHER INFORMATION
| Item 15. |
Indemnification |
Article VII, Section III of the Registrant's Amended and Restated Declaration of Trust, which was filed with the Registrant's Post-Effective Amendment No. 282 on January 28, 2021, 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 Guggenheim Funds Distributors, LLC, the Registrant and certain other registrants advised by GPIM, or an affiliate of 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 ("IDL") insurance policy that covers the independent trustees of the other registrants.
Insofar as indemnification for liability arising under the Securities Act of 1933, as amended ("1933 Act"), 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 16. |
Exhibits |
| * |
Incorporated by reference. |
| Item 17. |
Undertakings |
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the 1933 Act, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended ("1933 Act"), this Post-Effective Amendment No. 1 to the registration statement has been signed on behalf of the Registrant, in the City of Chicago and State of Illinois, on the 18th day of June, 2026.
| GUGGENHEIM FUNDS TRUST | ||
| By: | /s/ Brian E. Binder | |
| Brian E. Binder, Chief Executive Officer and President (Principal Executive Officer) | ||
Pursuant to the requirements of the 1933 Act, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated on the 18th day of June, 2026.
|
Angela Brock-Kyle* Angela Brock-Kyle Trustee Thomas F. Lydon, Jr.* Thomas F. Lydon, Jr. Trustee Ronald A. Nyberg* Ronald A. Nyberg Trustee Sandra G. Sponem* Sandra G. Sponem Trustee Ronald E. Toupin, Jr.*
Ronald E. Toupin, Jr. |
GUGGENHEIM FUNDS TRUST |
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| By: |
/s/ Amy J. Lee Amy J. Lee, Trustee, Vice President, Chief Legal Officer and Attorney-In-Fact for the Trustees Whose Names Appear Opposite |
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| By: |
/s/ James M. Howley James M. Howley, Chief Financial Officer, Treasurer and Chief Accounting Officer (Principal Financial and Accounting Officer) |
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| By: |
/s/ Brian E. Binder Brian E. Binder, President and Chief Executive Officer (Principal Executive Officer) |
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*Signed by Attorney-In-Fact pursuant to powers of attorney previously filed with the Registration Statement on Form N-14 on March 18, 2026.
EXHIBIT LIST
| (4) | Agreement and Plan of Reorganization | |
| (12) | Tax Opinion | |