As Filed with the Securities and Exchange Commission on December 8, 2021
1933 Act File No. 333-
1940 Act File No. 811- 03763
Securities and Exchange Commission
Washington, D.C. 20549
_______________________
Registration Statement on
Form S-6
________________________
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 2189 |
| B. | Name of Depositor: Guggenheim Funds Distributors, LLC |
| C. | Complete Address of Depositor’s Principal Executive Offices: |
Guggenheim Funds Distributors, LLC
227 West Monroe Street
Chicago, Illinois 60606
| D. | Name and Complete Address of Agent for Service: |
| Copies to: | |
| Amy Lee, Esq. Vice President and Secretary Guggenheim Funds Distributors, LLC 227 West Monroe Street Chicago, Illinois 60606 (630) 505-3700 |
Eric F. Fess, Esq. Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois 60603 (312) 845-3000 |
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 December 8, 2021
Guggenheim Defined Portfolios, Series 2189 (the “Series”)
Dow 50 Value Dividend Portfolio, CDA Series
2021 Q4
(the “Dow 50 Value Dividend Trust”)
Kensho Space Exploration & Innovation Portfolio, CDA Series
2021 Q4
(the “Kensho Space Exploration &
Innovation Trust”)
(A Unit Investment Trust)
The above-referenced Series is comprised of the Dow 50 Value Dividend Portfolio, CDA Series 2021 Q4 and Kensho Space Exploration & Innovation Portfolio, CDA Series 2021 Q4 (each a “trust” and together the “trusts”).
The attached final prospectuses for the prior series of the trusts are hereby used as the preliminary prospectus for the above-referenced Series. The narrative information and structure of the attached final prospectuses 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 Dow 50 Value Dividend Trust incorporated herein by reference is the final prospectus for Guggenheim Defined Portfolios, Series 2157 (Registration No. 333-258117) as filed on September 17, 2021, which shall be used as the preliminary prospectus for such Dow 50 Value Dividend Trust. For purposes of the Kensho Space Exploration & Innovation Trust incorporated herein by reference is the final prospectus for Guggenheim Defined Portfolios, Series 2130 (Registration No. 333-255654) as filed on June 14, 2021, which shall be used as the preliminary prospectus for such Kensho Space Exploration & Innovation 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). |
| 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). |
| 9.1 | License Agreement (to be supplied by amendment). |
| 9.2 | Order Schedule Number 1 (to be supplied by amendment). |
Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant, Guggenheim Defined Portfolios, Series 2189 has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Chicago, and State of Illinois, on the 8th day of December, 2021.
Guggenheim
Defined Portfolios, Series 2189,
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 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 Attorney-in-Fact* |
|||
| Jerry W. Miller* | Chief Executive Officer and President of Guggenheim Funds Distributors, LLC | ) ) ) |
December 8, 2021 | ||
| Dominick Cogliandro* | Chief Operating Officer of Guggenheim Funds Distributors, LLC | ) ) ) |
December 8, 2021 | ||
| Julie Jacques* | Treasurer of Guggenheim Funds Distributors, LLC | ) ) ) |
December 8, 2021 | ||
| Julie Jacques* | Principal Financial Officer of Guggenheim Funds Distributors, LLC (fulfills the role of principal accounting officer) | ) ) ) ) ) ) |
December 8, 2021 | ||
| Farhan Sharaff | Chief Investment Officer of Guggenheim Funds Distributors, LLC | ||||
| /s/ Amy Lee Amy lee |
Vice President and Secretary of Guggenheim Funds Distributors, LLC | December 8, 2021 | |||
_________________________
| * | Executed copies of the related powers of attorney were filed as Exhibit 6.0 to the Registration Statement of Guggenheim Defined Portfolios, Series 2101 on December 22, 2020. |
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 2189
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
December 8, 2021