Form 487 GUGGENHEIM DEFINED PORTF

Article

July 27, 2016 2:59 PM EDT

E-mail

As filed with the Securities and Exchange Commission on July 27, 2016

1933 Act File No. 333-211455
1940 Act File No. 811-03763

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
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 1489

B. Name of Depositor: GUGGENHEIM FUNDS DISTRIBUTORS, LLC

C. Complete address of Depositor's principal executive offices:

2455 Corporate West Drive
Lisle, Illinois 60532

D. Name and complete address of agents for service:

GUGGENHEIM FUNDS DISTRIBUTORS, LLC
Attention: Amy Lee, Esq.
Vice President and Secretary
2455 Corporate West Drive
Lisle, Illinois 60532

CHAPMAN AND CUTLER LLP
Attention: Eric F. Fess, Esq.
111 West Monroe Street
Chicago, Illinois 60603

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

E. Title of securities being registered: Units of fractional undivided
beneficial interest.

F. Approximate date of proposed sale to the public: As soon as
practicable after the effective date of the Registration Statement.

/ X / Check box if it is proposed that this filing will become effective on
July 27, 2016 at 2:00 P.M. Eastern Time pursuant to Rule 487.

Guggenheim Defined Portfolios, Series 1489

Health Care Portfolio, Series 21

Utilities Portfolio, Series 24

GUGGENHEIM LOGO

PROSPECTUS PART A DATED JULY 27, 2016

Portfolios containing securities selected by Guggenheim Funds
Distributors, LLC

The Securities and Exchange Commission has not approved or
disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.

================================================================================
INVESTMENT SUMMARY

Overview

Guggenheim Defined Portfolios, Series 1489 is a unit investment trust that
consists of the Health Care Portfolio, Series 21 (the "Health Care Trust") and
the Utilities Portfolio, Series 24 (the "Utilities Trust") (collectively
referred to as the "trusts" and individually referred to as a "trust").
Guggenheim Funds Distributors, LLC ("Guggenheim Funds" or the "sponsor") serves
as the sponsor of the trusts.

The trusts are scheduled to terminate in approximately 2 years.

================================================================================
HEALTH CARE PORTFOLIO, SERIES 21

Use this Investment Summary to help you decide whether an investment in
this trust is right for you. More detailed information can be found later in
this prospectus.

Investment Objective

The Health Care Trust seeks to maximize total return through capital
appreciation with a secondary objective of current income.

Principal Investment Strategy

Under normal circumstances, the trust invests at least 80% of the value of
its assets in stocks of companies that are classified as being in the health
care sector by the Global Industry Classification Standard ("GICS"), or are
believed by the sponsor to have a significant level of revenues directly
derived from health care related products and services. The sponsor selects
securities for the portfolio that it believes have the potential to achieve the
trust's investment objective.

Security Selection

The sponsor selects U.S.-traded securities that it believes are core
holdings of a health care portfolio. To select the portfolio, the sponsor
follows a disciplined process that includes both quantitative and qualitative
analysis. The sponsor begins with the securities of companies that are
classified as being in the health care sector by GICS, or are believed by the
sponsor to have a significant level of revenues directly derived from health
care related products and services, and are either components of the Russell
3000 Index ("R3K") or have market capitalizations larger than the smallest
company within the R3K. The sponsor then reduces the size of this universe by
performing quantitative screening, which may be primarily based on, but not
limited to, the following factors:

o Valuation. The sponsor may screen for reasonably valued securities
based on measures such as price-to-earnings, price-to-book, and
price-to-cash flow.

o Growth. The sponsor may screen for companies with a history of better
than average growth of revenues and earnings.

o Profitability. The sponsor may screen for companies with a history of
consistent and high profitability as measured by return-on-assets,
return-on-equity, gross margin and net margin.

The sponsor then reduces the securities by performing qualitative
analysis, which may be primarily based on, but not limited to, the following
factors:

o Balance Sheet. The sponsor favors companies which possess overall
financial strength and exhibit balance sheet improvements relative to
their peers and the marketplace.

o Industry Leadership. The sponsor favors companies which possess a
strong competitive position among their domestic and global peers.

o Valuation. The sponsor favors stocks for which valuations appear to be
attractive based on measures such as price-to-earnings, price-to-book,
and price-to-cash flow.

o Growth. The sponsor favors companies with a history of (and prospects
for) better than average growth of revenues and earnings.

o Profitability. The sponsor favors companies with a history of (and
prospects for) consistent and high profitability as measured by
return-on-assets, return-on-equity, gross margin and net margin.

Future Trusts

The sponsor may create future trusts that follow the same general
investment strategy. One such trust is expected to be available approximately
six months after the trust's initial date of deposit (the "Inception Date") and
upon the trust's termination. If these future trusts are available, you may be
able to reinvest into one of the trusts at a reduced sales charge. Each trust
is designed to be part of a longer term strategy.

--------------------------------------------------------------------------------
Essential Information
(as of the Inception Date)

Inception Date July 27, 2016

Unit Price $10.00

Termination Date July 27, 2018

Distribution Date 25th day of each month
(commencing August 25, 2016, if any)

Record Date 15th day of each month
(commencing August 15, 2016, if any)

CUSIP Numbers

Cash Distributions
Standard Accounts 40171K823
Fee Account Cash 40171K849

Reinvested Distributions
Standard Accounts 40171K831
Fee Account Reinvest 40171K856

Ticker CHCRUX

Portfolio Diversification

Approximate
Sector Portfolio Percentage
-------------------- --------------------
Consumer Staples 3.26%
Health Care 96.74
-------
Total 100.00%
=======

Approximate
Industry Portfolio Percentage
-------------------- --------------------
Biotechnology 26.00%
Food & Staples Retailing 3.26
Health Care Equipment & Supplies 20.37
Health Care Providers & Services 15.27
Health Care Technology 2.96
Life Sciences Tools & Services 6.92
Pharmaceuticals 25.22
-------
Total 100.00%
=======

Country/Territory Approximate
(Headquartered) Portfolio Percentage
-------------------- --------------------
Great Britain 1.61%
Ireland 5.93
United States 92.46
-------
Total 100.00%
=======

Market Approximate
Capitalization Portfolio Percentage
-------------------- --------------------
Small-Capitalization 7.42%
Mid-Capitalization 20.58
Large-Capitalization 72.00
-------
Total 100.00%
=======

Minimum Investment
All accounts 1 unit
--------------------------------------------------------------------------------

Principal Risks

As with all investments, you may lose some or all of your investment in
the trust. No assurance can be given that the trust's investment objective will
be achieved. The trust also might not perform as well as you expect. This can
happen for reasons such as these:

o Securities prices can be volatile. The value of your investment may
fall over time. Market value fluctuates in response to various
factors. These can include stock market movements, purchases or sales
of securities by the trust, government policies, litigation, and
changes in interest rates, inflation, the financial condition of the
securities' issuer or even perceptions of the issuer. Units of the
trust are not deposits of any bank and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government
agency.

o The trust is concentrated in the health care sector. As a result, the
factors that impact the health care sector will likely have a greater
effect on this trust than on a more broadly diversified trust. General
risks of companies in the health care sector include extensive
competition, generic drug sales, the loss of patent protection,
product liability litigation and increased government regulation.

o The trust is concentrated in the securities of biotechnology
companies. As a result, the factors that impact the biotechnology
industry will likely have a greater effect on this trust than on a
more broadly diversified trust. Biotechnology companies face intense
competition and the potential for rapid product obsolescence. A
biotechnology company's valuation can be based largely on the
potential or actual performance of a limited number of products and
can accordingly be greatly affected if one of its products proves
unsafe, ineffective or unprofitable. Biotechnology companies are
subject to regulation by, and the restrictions of, the Food and Drug
Administration, the Environmental Protection Agency, state and local
governments, and foreign regulatory authorities. Biotechnology
companies may be adversely affected by the loss or impairment of
intellectual property rights or changes in government regulations.

o The trust is concentrated in the securities of pharmaceutical
companies. As a result, the factors that impact the pharmaceuticals
industry will likely have a greater effect on this trust than on a
more broadly diversified trust. Companies in the pharmaceuticals
industry can be significantly affected by government approval of
products and services, government regulation, reimbursement rates and
patent expirations and protection. Additionally, pharmaceutical
companies can be adversely affected by intense competition, dependency
on a limited number of products, obsolescence of products and product
liability claims.

o The trust includes securities issued by small-capitalization and
mid-capitalization companies. These securities customarily involve
more investment risk than large-capitalization companies.
Small-capitalization and mid-capitalization companies may have limited
product lines, markets or financial resources and may be more
vulnerable to adverse general market or economic developments.

o Share prices or dividend rates on the securities in the trust may
decline during the life of the trust. There is no guarantee that share
prices of the securities in the trust will not decline and that the
issuers of the securities will declare dividends in the future and, if
declared, whether they will remain at current levels or increase over
time.

o Inflation may lead to a decrease in the value of assets or income from
investments.

o The sponsor does not actively manage the portfolio. The trust will
generally hold, and may, when creating additional units, continue to
buy, the same securities even though a security's outlook, market
value or yield may have changed.

See "Investment Risks" in Part A of the prospectus and "Risk Factors" in
Part B of the prospectus for additional information.

Who Should Invest

You should consider this investment if:

o You want to own a defined portfolio of securities selected from the
health care sector;

o The trust represents only a portion of your overall investment
portfolio; and

o The trust is part of a longer-term investment strategy that may
include investment in subsequent portfolios, if available.

You should not consider this investment if:

o You are uncomfortable with the portfolio's investment in securities
issued by companies in the health care sector;

o You are uncomfortable with the risks of an unmanaged investment in
securities; or

o You want high current income or capital preservation as a primary
investment objective.

Fees and Expenses

The amounts below are estimates of the direct and indirect fees and
expenses that you may incur based on a $10 unit price. Actual expenses may
vary.

Percentage
of Public Amount Per
Offering $1,000
Investor Fees Price (4) Invested
----------------------------- ----------- ----------
Initial sales fee
paid on purchase (1) 1.00% $10.00
Deferred sales fee (2) 2.45 24.50
Creation and
development fee (3) 0.50 5.00
---------- ----------
Maximum sales fees
(including creation
and development fee) 3.95% $39.50
========== ==========
Estimated organization costs
(amount per 100 units paid
by the trust at the end of
the initial offering period
or after six months, at the
discretion of the sponsor) $8.00
==========

Approximate
Annual Fund % of Public
Operating Offering Amount Per
Expenses Price (4) 100 Units
----------------------------- ----------- ----------
Trustee's fee 0.1050% $1.050
Sponsor's supervisory fee 0.0300 0.300
Evaluator's fee 0.0350 0.350
Bookkeeping and
administrative fee 0.0350 0.350
Estimated other trust
operating expenses (5) 0.0280 0.280
----------- ----------
Total 0.2330% $2.330
=========== ==========

(1) The initial sales fee provided above is based on the unit price on the
Inception Date. Because the initial sales fee equals the difference between
the maximum sales fee and the sum of the remaining deferred sales fee and
the creation and development fee ("C&D Fee") (as described below), the
percentage and dollar amount of the initial sales fee will vary as the unit
price varies and after deferred fees begin. Despite the variability of the
initial sales fee, each investor is obligated to pay the entire applicable
maximum sales fee.

(2) The deferred sales fee is fixed at $0.245 per unit and is deducted in
monthly installments of $0.0817 per unit on the last business day of each
month in February 2017 and March 2017 and $0.0816 per unit on the last
business day of April 2017. The percentage provided is based on a $10 per
unit Public Offering Price as of the Inception Date and the percentage
amount will vary over time. If units are redeemed prior to the deferred
sales fee period, the entire deferred sales fee will be collected.

(3) The C&D Fee compensates the sponsor for creating and developing your trust.
The actual C&D Fee is $0.05 per unit and is paid to the sponsor at the
close of the initial offering period, which is expected to be approximately
six months from the Inception Date. The percentages provided are based on a
$10 unit as of the Inception Date and the percentage amount will vary over
time. If the unit price exceeds $10.00 per unit, the C&D Fee will be less
than 0.50% of the Public Offering Price; if the unit price is less than
$10.00 per unit, the C&D Fee will exceed 0.50% of the Public Offering
Price. However, in no event will the maximum sales fee exceed 3.95% of a
unitholder's initial investment.

(4) Based on 100 units with a $10 per unit Public Offering Price as of the
Inception Date.

(5) The estimated trust operating expenses are based upon an estimated trust
size of approximately $19 million. Because certain of the operating
expenses are fixed amounts, if the trust does not reach such estimated size
or falls below the estimated size over its life, the actual amount of the
operating expenses may exceed the amounts reflected. In some cases, the
actual amount of the operating expenses may greatly exceed the amounts
reflected. Other operating expenses do not include brokerage costs and
other transactional fees.

Example

This example helps you compare the costs of this trust with other unit
trusts and mutual funds. In the example we assume that you reinvest your
investment in a new trust every other year at a reduced sales charge, the
trust's operating expenses do not change and the trust's annual return is 5%.
Your actual returns and expenses will vary. Based on these assumptions, you
would pay these expenses for every $10,000 you invest:

1 year $ 502
3 years 946
5 years 1,414
10 years 2,461

These amounts are the same regardless of whether you sell your investment
at the end of a period or continue to hold your investment. The example does
not consider any brokerage fees the trust pays or any transaction fees that
broker-dealers may charge for processing redemption requests.

See "Expenses of the Trust" in Part B of the prospectus for additional
information.

Trust Portfolio

Guggenheim Defined Portfolios, Series 1489
Health Care Portfolio, Series 21
The Trust Portfolio as of the Inception Date, July 27, 2016
----------------------------------------------------------------------------------------------------------
Percentage
of Aggregate Initial Per Share Cost To
Ticker Company Name (1) Offer Price Shares Price Portfolio (2)(3)
----------------------------------------------------------------------------------------------------------

COMMON STOCKS (100.00%)
Consumer Staples (3.26%)
CVS CVS Health Corporation 3.26% 52 $ 93.8500 $ 4,880
Health Care (96.74%)
ABT Abbott Laboratories 4.51 155 43.6000 6,758
ABBV AbbVie, Inc. 3.06 71 64.4500 4,576
A Agilent Technologies, Inc. 1.07 34 46.9500 1,596
AIRM Air Methods Corporation (4) 1.36 60 33.8200 2,029
AKRX Akorn, Inc. (4) 1.38 63 32.8600 2,070
ALXN Alexion Pharmaceuticals, Inc. (4) 3.05 36 126.6500 4,559
AGN Allergan PLC (4) (5) 4.49 27 248.9500 6,722
ABC AmerisourceBergen Corporation 1.60 28 85.7100 2,400
AMGN Amgen, Inc. 3.02 27 167.6700 4,527
BAX Baxter International, Inc. 3.27 102 48.0100 4,897
BDX Becton Dickinson and Company 3.27 28 175.0300 4,901
BIIB Biogen, Inc. (4) 3.07 16 287.0400 4,593
BMRN BioMarin Pharmaceutical, Inc. (4) 1.41 23 92.0200 2,116
CELG Celgene Corporation (4) 3.05 43 106.1800 4,566
CERN Cerner Corporation (4) 1.58 38 62.2500 2,366
CPSI Computer Programs & Systems, Inc. 1.38 50 41.0700 2,054
DEPO Depomed, Inc. (4) 1.85 145 19.0700 2,765
DXCM DexCom, Inc. (4) 1.59 27 88.3200 2,385
ESRX Express Scripts Holding Company (4) 3.25 62 78.4900 4,866
GILD Gilead Sciences, Inc. 3.03 56 81.0500 4,539
ICLR ICON PLC (4) (5) 1.39 28 74.5600 2,088
INCY Incyte Corporation (4) 1.39 24 86.9600 2,087
JNJ Johnson & Johnson 4.51 54 125.1500 6,758
LH Laboratory Corporation of America Holdings (4) 1.11 12 138.0000 1,656
MGLN Magellan Health, Inc. (4) 0.96 20 71.2000 1,424
MNK Mallinckrodt PLC (4) (5) 1.03 23 66.8600 1,538
MCK McKesson Corporation 3.15 24 196.2800 4,711
MDT Medtronic PLC (5) 4.54 77 88.2500 6,795
MRK Merck & Company, Inc. 4.48 115 58.3600 6,711
MDXG MiMedx Group, Inc. (4) 1.87 371 7.5300 2,794
MYL Mylan NV (4) (5) 2.98 96 46.4800 4,462
PFE Pfizer, Inc. 4.50 183 36.8300 6,740
PINC Premier, Inc. (4) 1.59 73 32.6000 2,380
DGX Quest Diagnostics, Inc. 1.14 20 84.9200 1,698

Trust Portfolio (continued)

COMMON STOCKS (continued)
Health Care (continued)
STE STERIS PLC (5) 1.61% 35 $ 69.0200 $ 2,416
TMO Thermo Fisher Scientific, Inc. 4.46 42 158.8900 6,673
UHS Universal Health Services, Inc. 1.11 12 138.2800 1,659
VAR Varian Medical Systems, Inc. (4) 1.58 27 87.7200 2,368
VRTX Vertex Pharmaceuticals, Inc. (4) 3.05 48 94.9800 4,559
---------------
$ 149,682
===============

(1) All securities are represented entirely by contracts to purchase
securities, which were entered into by the sponsor on July 26, 2016. All
contracts for securities are expected to be settled by the initial
settlement date for the purchase of units.

(2) Valuation of securities by the trustee was performed as of the Evaluation
Time on July 26, 2016. For securities quoted on a national exchange,
including the NASDAQ Stock Market, Inc., securities are generally valued at
the closing sale price using the market value per share. For foreign
securities traded on a foreign exchange, securities are generally valued at
the closing sale price on the applicable exchange converted into U.S.
dollars. The trust's investments are classified as Level 1, which refers to
security prices determined using quoted prices in active markets for
identical securities.

(3) There was a $61 loss to the sponsor on the Inception Date.

The following footnotes only apply when noted.

(4) Non-income producing security.

(5) U.S.-listed foreign security based on the country of incorporation, which
may differ from the way the company is classified for investment purposes
and portfolio diversification purposes.

(6) American Depositary Receipt ("ADR")/Global Depositary Receipt ("GDR")/CHESS
Depositary Interest ("CDI")/New York Registry Share.

(7) Foreign security listed on a foreign exchange, which may differ from the
way the company is classified for investment purposes and portfolio
diversification purposes.

(8) Common stock of a real estate investment trust ("REIT").

(9) Common stock of a master limited partnership ("MLP").

================================================================================
UTILITIES PORTFOLIO, SERIES 24

Use this Investment Summary to help you decide whether an investment in
this trust is right for you. More detailed information can be found later in
this prospectus.

Investment Objective

The Utilities Trust seeks to provide a high level of income with a
secondary objective of capital growth.

Principal Investment Strategy

Under normal circumstances, the trust invests at least 80% of the value of
its assets in stocks classified as being in the utilities sector by the Global
Industry Classification Standard ("GICS"). The trust invests in companies
across the utilities sector including integrated electric, pipeline and gas
distribution companies. The sponsor selects stocks for the trust that it
believes have the potential to achieve the trust's investment objective.

Security Selection

The sponsor selects securities of U.S.-traded companies that it believes
are core holdings of a utilities portfolio. To select the portfolio the sponsor
follows a disciplined process which includes both quantitative and qualitative
analysis. The sponsor begins with stocks that are traded on U.S. exchanges and
are classified as companies in the utilities sector. The sponsor then reduces
the companies by performing quantitative screening, which may be primarily
based on, but not limited to, the following factors:

o Valuation. The sponsor may screen for reasonably valued companies
based on measures such as price-to- earnings, price-to-book and
price-to-cash flow.

o Growth. The sponsor may screen for companies with a history of better
than average growth of revenues and earnings.

o Profitability. The sponsor may screen for companies with a history of
consistent and high profitability as measured by return-on-assets,
return-on-equity, gross margin and net margin.

The sponsor then reduces the remaining companies by performing qualitative
analysis, which may be primarily based on, but not limited to, the following
factors:

o Balance Sheet. The sponsor favors companies that possess overall
financial strength and exhibit balance sheet improvements relative to
their peers and the marketplace.

o Industry Leadership. The sponsor favors companies that possess a
strong competitive position among their domestic and global peers.

o Valuation. The sponsor favors companies whose valuations appear to be
attractive based on measures such as price-to-earnings, price-to-book
and price-to-cash flow.

o Growth. The sponsor favors companies with a history of (and prospects
for) better than average growth of revenues and earnings.

o Profitability. The sponsor favors companies with a history of (and
prospects for) consistent and high profitability as measured by
return-on-assets, return-on-equity, gross margin and net margin.

Future Trusts

--------------------------------------------------------------------------------
Essential Information
(as of the Inception Date)

Inception Date July 27, 2016

Unit Price $10.00

Termination Date July 27, 2018

Distribution Date 25th day of each month
(commencing August 25, 2016, if any)

Record Date 15th day of each month
(commencing August 15, 2016, if any)

CUSIP Numbers

Cash Distributions
Standard Accounts 40171K781
Fee Account Cash 40171K807

Reinvested Distributions
Standard Accounts 40171K799
Fee Account Reinvest 40171K815

Ticker COPUYX

Portfolio Diversification

Approximate
Sector Portfolio Percentage
-------------------- --------------------
Utilities 100.00%
-------
Total 100.00%
=======

Country/Territory Approximate
(Headquartered) Portfolio Percentage
-------------------- --------------------
United States 100.00%
-------
Total 100.00%
=======

Market Approximate
Capitalization Portfolio Percentage
-------------------- --------------------
Small-Capitalization 6.68%
Mid-Capitalization 53.87
Large-Capitalization 39.45
-------
Total 100.00%
=======

Minimum Investment
All accounts 1 unit
--------------------------------------------------------------------------------

Principal Risks

o The trust is concentrated in the utilities sector. As a result, the
factors that impact the utilities sector will likely have a greater
effect on this trust than on a more broadly diversified trust. Adverse
developments in this sector may significantly affect the value of your
units. Companies involved in the utilities sector must contend with
environmental considerations, taxes, government regulation, price and
supply fluctuations, competition and energy conservation.

o The trust invests in securities issued by small-capitalization and
mid-capitalization companies. These securities customarily involve
more investment risk than securities of large-capitalization
companies. Small-capitalization and mid-capitalization companies may
have limited product lines, markets or financial resources and may be
more vulnerable to adverse general market or economic developments.

o Inflation may lead to a decrease in the value of assets or income from
investments.

See "Investment Risks" in Part A of the prospectus and "Risk Factors" in
Part B of the prospectus for additional information.

Who Should Invest

You should consider this investment if:

o You want to own a defined portfolio of stocks selected from the
utilities sector;

o The trust represents only a portion of your overall investment
portfolio;

o The trust is part of a longer-term investment strategy that may
include investment in subsequent portfolios, if available; and

o The trust is combined with other investment vehicles to provide
diversification of method to your overall portfolio.

You should not consider this investment if:

o You are uncomfortable with the trust's investment strategy;

o You are uncomfortable with the risks of an unmanaged investment in
securities; or

o You want capital preservation.

Fees and Expenses

The amounts below are estimates of the direct and indirect fees and
expenses that you may incur based on a $10 unit price. Actual expenses may
vary.

Percentage
of Public Amount Per
Offering $1,000
Investor Fees Price (4) Invested
------------------------------ ----------- ----------
Initial sales fee
paid on purchase (1) 1.00% $10.00
Deferred sales fee (2) 2.45 24.50
Creation and
development fee (3) 0.50 5.00
----------- ----------
Maximum sales fees
(including creation
and development fee) 3.95% $39.50
=========== ==========
Estimated organization costs
(amount per 100 units paid
by the trust at the end of
the initial offering period
or after six months, at the
discretion of the sponsor) $8.00
===========

Approximate
Annual Fund % of Public
Operating Offering Amount Per
Expenses Price (4) 100 Units
------------------------------ ----------- ----------
Trustee's fee 0.1050% $1.050
Sponsor's supervisory fee 0.0300 0.300
Evaluator's fee 0.0350 0.350
Bookkeeping and
administrative fee 0.0350 0.350
Estimated other trust
operating expenses (5) 0.0210 0.210
----------- ----------
Total 0.2260% $2.260
=========== ==========

(2) The deferred sales fee is fixed at $0.245 per unit and is deducted in
monthly installments of $0.0817 per unit on the last business day of
February 2017 and March 2017 and $0.0816 per unit on the last business day
of April 2017. The percentage provided is based on a $10 per unit Public
Offering Price as of the Inception Date and the percentage amount will vary
over time. If units are redeemed prior to the deferred sales fee period,
the entire deferred sales fee will be collected.

(4) Based on 100 units with a $10.00 per unit Public Offering Price as of the
Inception Date.

(5) The estimated trust operating expenses are based upon an estimated trust
size of approximately $28 million. Because certain of the operating
expenses are fixed amounts, if the trust does not reach such estimated size
or falls below the estimated size over its life, the actual amount of the
operating expenses may exceed the amounts reflected. In some cases, the
actual amount of the operating expenses may greatly exceed the amounts
reflected. Other operating expenses do not include brokerage costs and
other transactional fees.

Example

1 year $ 501
3 years 943
5 years 1,411
10 years 2,453

These amounts are the same regardless of whether you sell your investment
at the end of a period or continue to hold your investment. The example does
not consider any brokerage fees the trust pays or transaction fees that
broker-dealers may charge for processing redemption requests.

See "Expenses of the Trust" in Part B of the prospectus for additional
information.

Trust Portfolio

Guggenheim Defined Portfolios, Series 1489
Utilities Portfolio, Series 24
The Trust Portfolio as of the Inception Date, July 27, 2016
---------------------------------------------------------------------------------------------------------------
Percentage
of Aggregate Initial Per Share Cost To
Ticker Company Name (1) Offer Price Shares Price Portfolio (2)(3)
---------------------------------------------------------------------------------------------------------------

COMMON STOCKS (100.00%)
AES AES Corporation 1.75% 208 $ 12.6100 $ 2,623
ALE ALLETE, Inc. 1.28 30 63.7200 1,912
LNT Alliant Energy Corporation 3.06 114 40.0900 4,570
AEE Ameren Corporation 2.76 79 52.2200 4,125
AEP American Electric Power Company, Inc. 5.60 120 69.7400 8,369
AWK American Water Works Company, Inc. 1.66 30 82.2300 2,467
WTR Aqua America, Inc. 1.66 72 34.5100 2,485
ATO Atmos Energy Corporation 1.81 34 79.5900 2,706
AVA Avista Corporation 1.32 45 43.7600 1,969
CPN Calpine Corporation (4) 1.74 176 14.7500 2,596
CPK Chesapeake Utilities Corporation 1.38 32 64.5300 2,065
CMS CMS Energy Corporation 2.74 91 45.0000 4,095
D Dominion Resources, Inc. 5.96 115 77.5300 8,916
DTE DTE Energy Company 2.75 42 98.0000 4,116
DUK Duke Energy Corporation 5.56 97 85.7500 8,318
EIX Edison International 3.09 60 76.8600 4,612
ES Eversource Energy 3.04 78 58.3100 4,548
EXC Exelon Corporation 5.56 224 37.0900 8,308
GXP Great Plains Energy, Inc. 3.06 152 30.1200 4,578
NEE NextEra Energy, Inc. 5.58 65 128.4300 8,348
OGE OGE Energy Corporation 3.04 142 32.0100 4,545
PCG PG&E Corporation 5.58 130 64.1600 8,341
PNW Pinnacle West Capital Corporation 3.03 57 79.4800 4,530
POR Portland General Electric Company 1.30 44 44.2800 1,948
PEG Public Service Enterprise Group, Inc. 2.76 90 45.7700 4,119
SCG SCANA Corporation 2.76 56 73.7900 4,132
SRE Sempra Energy 2.78 37 112.3600 4,157
SJI South Jersey Industries, Inc. 1.40 66 31.7300 2,094
SO Southern Company 5.61 154 54.4500 8,385
UGI UGI Corporation 1.81 60 44.9900 2,699
VVC Vectren Corporation 2.75 80 51.4800 4,118

Trust Portfolio (continued)

COMMON STOCKS (continued)
WEC WEC Energy Group, Inc. 2.77% 64 $ 64.6700 $ 4,139
XEL Xcel Energy, Inc. 3.05 104 43.7900 4,554
---------------
$ 149,487
===============

(3) There was a $74 loss to the sponsor on the Inception Date.

The following footnotes only apply when noted.

(4) Non-income producing security.

(5) U.S.-listed foreign security based on the country of incorporation, which
may differ from the way the company is classified for investment purposes
and portfolio diversification purposes.

(6) American Depositary Receipt ("ADR")/Global Depositary Receipt ("GDR")/CHESS
Depositary Interest ("CDI")/New York Registry Share.

(7) Foreign security listed on a foreign exchange, which may differ from the
way the company is classified for investment purposes and portfolio
diversification purposes.

(8) Common stock of a real estate investment trust ("REIT").

(9) Common stock of a master limited partnership ("MLP").

================================================================================
UNDERSTANDING YOUR INVESTMENTS

How to Buy Units

You can buy units of your trust on any business day by contacting your
financial professional. Public offering prices of units are available daily on
the Internet at www.guggenheiminvestments.com. The unit price includes:

o the value of the securities,

o organization costs,

o the maximum sales fee (which includes an initial sales fee, a deferred
sales fee and the creation and development fee), and

o cash and other net assets in the portfolio.

We often refer to the purchase price of units as the "offer price" or the
"Public Offering Price." We must receive your order to buy units prior to the
close of the New York Stock Exchange (normally 4:00 p.m. Eastern time) to give
you the price for that day. If we receive your order after this time, you will
receive the price computed on the next business day.

Value of the Securities. The sponsor serves as the evaluator of your trust
(the "evaluator"). We cause the trustee to determine the value of the
securities as of the close of the New York Stock Exchange on each day that the
exchange is open (the "Evaluation Time").

Pricing the Securities. The value of securities is generally determined by
using the last sale price for securities traded on a national or foreign
securities exchange or the NASDAQ Stock Market. In some cases we will price a
security based on the last asked or bid price in the over-the-counter market or
by using other recognized pricing methods. We will only do this if a security is
not principally traded on a national or foreign securities exchange or the
NASDAQ Stock Market, or if the market quotes are unavailable or inappropriate.

If applicable, the trustee or its designee will value foreign securities
primarily traded on foreign exchanges at their fair value which may be other
than their market prices if the market quotes are unavailable or
inappropriate.

The trustee determined the initial prices of the securities shown in
"Trust Portfolio" for your trust in this prospectus. Such prices were
determined as described above at the close of the New York Stock Exchange on
the business day before the date of this prospectus. On the first day we sell
units we will compute the unit price as of the close of the New York Stock
Exchange or the time the registration statement filed with the Securities and
Exchange Commission becomes effective, if later.

Organization Costs. During the initial offering period, part of your
purchase price includes a per unit amount sufficient to reimburse us for some
or all of the costs of creating your trust. These costs include the costs of
preparing the registration statement and legal documents, legal fees, federal
and state registration fees, the portfolio consulting fee, if applicable, and
the initial fees and expenses of the trustee. Your trust will sell securities
to reimburse us for these costs at the end of the initial offering period or
after six months, at the discretion of the sponsor. Organization costs will not
exceed the estimate set forth under "Fees and Expenses."

Transactional Sales Fee. You pay a fee when you buy units. We refer to this
fee as the "transactional sales fee." The transactional sales fee has both an
initial and a deferred component and is 3.45% of the Public Offering Price based
on a $10 unit. This percentage amount of the transactional sales fee is based on
the unit price on the Inception Date. Because the transactional sales fee equals
the difference between the maximum sales fee and the C&D Fee, the percentage and
dollar amount of the transactional sales fee will vary as the unit price varies.

The transactional sales fee does not include the C&D Fee which is
described under "Expenses of the Trust" in Part B of the prospectus and in
"Fees and Expenses" in Part A of the prospectus.

Initial Sales Fee. Based on a $10 unit, the initial sales fee is initially
1% of the Public Offering Price. The initial sales fee, which you will pay at
the time of purchase, is equal to the difference between the maximum sales fee
(3.95% of the Public Offering Price) and the sum of the maximum remaining
deferred sales fees and the C&D Fee (initially $0.295 per unit). The dollar
amount and percentage amount of the initial sales fee will vary over time.

Deferred Sales Fee. We defer payment of the rest of the transactional
sales fee through the deferred sales fee ($0.245 per unit). You pay any
remaining deferred sales fee when you sell or redeem units. The trusts may sell
securities to meet the trusts' obligations with respect to the deferred sales
fee. Thus, no assurance can be given that a trust will retain its present size
and composition for any length of time.

In limited circumstances and only if deemed in the best interests of
unitholders, the sponsor may delay the payment of the deferred sales fee from
the dates listed under "Fees and Expenses."

Reducing Your Sales Fee. We offer a variety of ways for you to reduce the
maximum sales fee you pay. It is your financial professional's responsibility
to alert us of any discount when you order units. Since the deferred sales fee
and the C&D Fee are a fixed dollar amount per unit, your trust must charge the
deferred sales fee and the C&D Fee per unit regardless of any discounts.
However, when you purchase units of your trust, if you are eligible to receive
a discount such that your total maximum sales fee is less than the fixed dollar
amount of the deferred sales fee and the C&D Fee, the sponsor will credit you
the difference between your maximum sales fee and the sum of the deferred sales
fee and the C&D Fee at the time you buy units by providing you with additional
units.

Large Purchases. You can reduce your maximum sales fee by increasing the
size of your investment.

Investors who make large purchases are entitled to the following sales
charge reductions:

Sales Charge
Reductions (as a
% of the Public
Purchase Amount Offering Price)
------------------------------------
Less than $50,000 0.00%
$50,000 - $99,999 0.25
$100,000 - $249,999 0.50
$250,000 - $499,999 0.75
$500,000 - $999,999 1.00
$1,000,000 or more 1.50

Aggregate unit purchases of any Guggenheim Funds trust by the same person
on any single day from any one broker-dealer qualify for a purchase level. You
can include these purchases as your own for purposes of this aggregation:

o purchases by your spouse or children under the age of 21 living in the
same household, and

o purchases by your trust estate or fiduciary accounts.

The discounts described above apply only during the initial offering
period.

There can be no assurance that the sponsor will create future trusts with
investment strategies similar to your trust or that may fit within your
investment parameters.

Advisory and Fee Accounts. We eliminate your transactional sales fee for
purchases made through registered investment advisers, certified financial
planners or registered broker-dealers who charge periodic fees in lieu of
commissions or who charge for financial planning or for investment advisory or
asset management services or provide these services as part of an investment
account where a comprehensive "wrap fee" is imposed (a "Fee Account").

This discount applies during the initial offering period and in the
secondary market. Your financial professional may purchase units with the Fee
Account CUSIP numbers to facilitate purchases under this discount; however, we
do not require that you buy units with these CUSIP numbers to qualify for the
discount. If you purchase units with these special CUSIP numbers, you should be
aware that you may have the distributions automatically reinvest into
additional units of your trust or receive cash distributions. We reserve the
right to limit or deny purchases of units not subject to the transactional
sales fee by investors whose frequent trading activity we determine to be
detrimental to your trust. We, as sponsor, will receive and you will pay the
C&D Fee. See "Expenses of the Trust" in Part B of the prospectus for additional
information.

Exchange or Rollover Option. If you are buying units of your trust in the
primary market with redemption or termination proceeds from any unit trust, you
may purchase units at 99% of the maximum Public Offering Price, which may
include an up-front sales fee and a deferred sales fee. To qualify for this
sales charge reduction, the termination or redemption proceeds being used to
purchase units of a trust must be no more than 30 days old. Such purchases
entitled to this sales charge reduction may be classified as "Rollover
Purchases." An exchange or rollover is generally treated as a sale for federal
income tax purposes. See "Taxes" in Part B of the prospectus.

Rollover Purchases are also subject to the C&D Fee. See "Expenses of the
Trust" in Part B of the prospectus.

Employees. We do not charge the portion of the transactional sales fee
that we would normally pay to your financial professional for purchases made by
officers, directors and employees and their family members (spouses, children
under the age of 21 living in the same household and parents) of Guggenheim
Funds and its affiliates, or by employees of selling firms and their family
members (spouses, children under the age of 21 living in the same household and
parents). You pay only the portion of the fee that the sponsor retains. Such
purchases are also subject to the C&D Fee. This discount applies during the
initial offering period and in the secondary market. Only those broker-dealers
that allow their employees to participate in employee discount programs will be
eligible for this discount.

Dividend Reinvestment Plan. We do not charge any transactional sales fee
when you reinvest distributions from your trust into additional units of the
trust. Since the deferred sales fee is a fixed dollar amount per unit, your
trust must charge the deferred sales fee per unit regardless of this discount.
If you elect the distribution reinvestment plan, we will credit you with
additional units with a dollar value sufficient to cover the amount of any
remaining deferred sales fee that will be collected on such units at the time of
reinvestment. The dollar value of these units will fluctuate over time. This
discount applies during the initial offering period and in the secondary market.

See "Purchase, Redemption and Pricing of Units" in Part B of the
prospectus for more information regarding buying units.

How We Distribute Units. We sell units to the public through
broker-dealers and other firms. We pay part of the sales fee you pay to these
distribution firms when they sell units. The distribution fee paid for a given
transaction is as follows:

Concession
per Unit (as a
Purchase Amount/ % of the Public
Form of Purchase Offering Price)
------------------------------------
Less than $50,000 3.10%
$50,000 - $99,999 2.85
$100,000 - $249,999 2.60
$250,000 - $499,999 2.35
$500,000 - $999,999 2.25
$1,000,000 or more 1.80
Rollover Purchases 2.20
Fee Account and
Employee Purchases 0.00

We apply these amounts as a percent of the unit price per transaction at
the time of the transaction.

Broker-dealers and other firms that sell units of certain Guggenheim Funds
unit trusts are eligible to receive additional compensation for volume sales.
Such payments will be in addition to the regular concessions paid to dealer
firms as set forth in the applicable trust's prospectus. The additional payments
will be as follows:

Primary Offering Additional
Period Sales During Volume
Calendar Quarter Concession
---------------------------------------
$0 but less than $10 million 0.000%
$10 million but
less than $25 million 0.075
$25 million but
less than $50 million 0.100
$50 million or more 0.125

Eligible unit trusts include all Guggenheim Funds unit trusts sold in the
primary market. Redemptions of units during the primary offering period will
reduce the amount of units used to calculate the volume concessions. In
addition, dealer firms will not receive volume concessions on the sale of units
which are not subject to a transactional sales fee. However, such sales will be
included in determining whether a firm has met the sales level breakpoints for
volume concessions.

Guggenheim Funds reserves the right to modify or terminate the volume
concession program at any time. The sponsor may also pay to certain dealers an
administrative fee for information or service used in connection with the
distribution of trust units. Such amounts will be in addition to any
concessions received for the sale of units.

In addition to the concessions described above, the sponsor may pay
additional compensation out of its own assets to broker-dealers that meet
certain sales targets and that have agreed to provide services relating to your
trust to their customers.

Other Compensation and Benefits to Broker-Dealers. The sponsor, at its own
expense and out of its own profits, may provide additional compensation and
benefits to broker-dealers who sell shares of units of your trust and other
Guggenheim Funds products. This compensation is intended to result in additional
sales of Guggenheim Funds products and/or compensate broker-dealers and
financial advisors for past sales. A number of factors are considered in
determining whether to pay these additional amounts. Such factors may include,
but are not limited to, the level or type of services provided by the
intermediary, the level or expected level of sales of Guggenheim Funds products
by the intermediary or its agents, the placing of Guggenheim Funds products on a
preferred or recommended product list, access to an intermediary's personnel,
and other factors.

The sponsor makes these payments for marketing, promotional or related
expenses, including, but not limited to, expenses of entertaining retail
customers and financial advisers, advertising, sponsorship of events or
seminars, obtaining information about the breakdown of unit sales among an
intermediary's representatives or offices, obtaining shelf space in
broker-dealer firms and similar activities designed to promote the sale of the
sponsor's products. The sponsor may make such payments to many intermediaries
that sell Guggenheim Funds products. The sponsor may also make certain payments
to, or on behalf of, intermediaries to defray a portion of their costs incurred
for the purpose of facilitating unit sales, such as the costs of developing
trading or purchasing trading systems to process unit trades.

Payments of such additional compensation, some of which may be
characterized as "revenue sharing," may create an incentive for financial
intermediaries and their agents to sell or recommend a Guggenheim Funds
product, including your trust, over products offered by other sponsors or fund
companies. These arrangements will not change the price you pay for your
units.

We generally register units for sale in various states in the United
States. We do not register units for sale in any foreign country. It is your
financial professional's responsibility to make sure that units are registered
or exempt from registration if you are a foreign investor or if you want to buy
units in another country. This prospectus does not constitute an offer of units
in any state or country where units cannot be offered or sold lawfully. We may
reject any order for units in whole or in part.

We may gain or lose money when we hold units in the primary or secondary
market due to fluctuations in unit prices. The gain or loss is equal to the
difference between the price we pay for units and the price at which we sell or
redeem them. We may also gain or lose money when we deposit securities to
create units. For example, we lost the amounts set forth in each trust's "Trust
Portfolio" on the initial deposit of securities into each trust.

See "Purchase, Redemption and Pricing of Units" in Part B of the
prospectus for additional information.

How to Sell Your Units

You can sell your units on any business day by contacting your financial
professional or, in some cases, the trustee. Unit prices are available daily on
the Internet at www.guggenheiminvestments.com or through your financial
professional. We often refer to the sale price of units as the "liquidation
price." You pay any remaining deferred sales fee when you sell or redeem your
units. Certain broker-dealers may charge a transaction fee for processing unit
redemptions or sale requests.

Until the end of the initial offering period or six months after the
Inception Date, at the discretion of the sponsor, the price at which the trustee
will redeem units and the price at which the sponsor may repurchase units
include estimated organization costs. After such period, the amount paid will
not include such estimated organization costs. If units of a trust are redeemed
prior to the deferred sales fee period, the entire deferred sales fee will be
collected.

Selling Units. We do not intend to but may maintain a secondary market for
units. This means that if you want to sell your units, we may buy them at the
current price which is based on their net asset value. We may then resell the
units to other investors at the Public Offering Price or redeem them for the
redemption price. Our secondary market repurchase price is generally the same
as the redemption price. Certain broker-dealers might also maintain a secondary
market in units. You should contact your financial professional for current
unit prices to determine the best price available. We may discontinue our
secondary market at any time without notice. Even if we do not make a market,
you will be able to redeem your units with the trustee on any business day for
the current price.

Redeeming Units. You may also be able to redeem your units directly with
the trustee, The Bank of New York Mellon, on any day the New York Stock
Exchange is open. The trustee must receive your completed redemption request
prior to the close of the New York Stock Exchange for you to receive the unit
price for a particular day. (For what constitutes a completed redemption
request, see "Purchase, Redemption and Pricing of Units--Redemption" in Part B
of the prospectus.) If your request is received after that time or is
incomplete in any way, you will receive the next price computed after the
trustee receives your completed request. Rather than contacting the trustee
directly, your financial professional may also be able to redeem your units by
using the Investors' Voluntary Redemptions and Sales (IVORS) automated
redemption service offered through Depository Trust Company.

If you redeem your units, the trustee will generally send you a payment
for your units no later than three business days after it receives all
necessary documentation. At the sponsor's discretion, certain redemptions may
be made by an in-kind distribution of the securities underlying the units in
lieu of cash.

You can generally request an in-kind distribution of the securities
underlying your units if you own units worth at least $25,000 or you originally
paid at least that amount for your units. This option is generally available
only for securities traded and held in the United States and is not available
within 30 business days of a trust's termination. We may modify or discontinue
this option at any time without notice.

Exchange Option. You may be able to exchange your units for units of other
Guggenheim Funds unit trusts at a reduced sales fee. You can contact your
financial professional or Guggenheim Funds for more information about trusts
currently available for exchanges. Before you exchange units, you should read
the prospectus carefully and understand the risks and fees. You should then
discuss this option with your financial professional to determine whether your
investment goals have changed, whether current trusts suit you and to discuss
tax consequences. To qualify for a reduced sales fee, you may need to meet
certain criteria. We may discontinue this option at any time.

For more complete information regarding selling or redeeming your units,
see "Purchase, Redemption and Pricing of Units" in Part B of the prospectus.

Distributions

Dividends. Your trust generally pays dividends from its net investment
income, if any, along with any excess capital on each distribution date to
unitholders of record on the preceding record date. You can elect to:

o reinvest distributions in additional units of your trust at no fee, or

o receive distributions in cash.

You may change your election by contacting your financial professional or
the trustee. Once you elect to participate in a reinvestment program, the
trustee will automatically reinvest your distributions into additional units at
their net asset value three business days prior to the distribution date. We
waive the sales fee for reinvestments into units of your trust. We cannot
guarantee that units will always be available for reinvestment. If units are
unavailable, you will receive cash distributions. We may discontinue these
options at any time without notice.

Distributions will be made from the Income and Capital Accounts on the
distribution date provided the aggregate amount available for distribution
equals at least 0.1% of the net asset value of your trust. Undistributed money
in the Income and Capital Accounts will be distributed in the next month in
which the aggregate amount available for distribution equals or exceeds 0.1% of
the net asset value of your trust.

In some cases, your trust might pay a special distribution if it holds an
excessive amount of principal pending distribution. For example, this could
happen as a result of a merger or similar transaction involving a company whose
security is in your portfolio. The amount of your distributions will vary from
time to time as companies change their dividends, trust expenses change or as a
result of changes in a trust's portfolio.

Reinvest in Your Trust. You can keep your money working by electing to
reinvest your distributions in additional units of your trust. The easiest way
to do this is to have your financial professional purchase units with one of the
Reinvestment CUSIP numbers listed in the "Investment Summary" section of this
prospectus. You may also make or change your election by contacting your
financial professional or the trustee. This reinvestment option may be subject
to availability or limitation by the broker-dealer or selling firm. In certain
circumstances, broker-dealers may suspend or terminate the offering of a
reinvestment option at any time.

Reports. The trustee will send your financial professional a statement
showing income and other receipts of your trust for each distribution. Each
year the trustee will also provide an annual report on your trust's activity
and certain tax information. You can request copies of security evaluations to
enable you to complete your tax forms and audited financial statements for your
trust, if available.

See "Administration of the Trust" in Part B of the prospectus for
additional information.

Investment Risks

All investments involve risk. This section describes the main risks that
can impact the value of the securities in your trust. You should understand
these risks before you invest. You could lose some or all of your investment in
your trust. Recently, equity markets have experienced significant volatility.
If the value of the securities falls, the value of your units will also fall.
We cannot guarantee that your trust will achieve its objective or that your
investment return will be positive over any period.

Market risk. Market risk is the risk that a particular security in a
trust, the trust itself or securities in general may fall in value. Market
value may be affected by a variety of factors including:

o General securities markets movements;

o Changes in the financial condition of an issuer or a sector;

o Changes in perceptions about an issuer or a sector;

o Interest rates and inflation;

o Governmental policies and litigation; and

o Purchases and sales of securities by a trust.

Even though we carefully supervise your trust portfolio, you should
remember that we do not manage your portfolio. Your trust will not sell a
security solely because the market value falls as is possible in a managed
fund.

Utilities sector risk. The Utilities Trust is concentrated in the
utilities sector. As a result, the factors that impact the utilities sector
will likely have a greater effect on this trust than on a more broadly
diversified trust. Companies in the utilities sector must contend with the
following: fluctuating consumer demand; energy conservation; the imposition of
rate caps; the difficulty in obtaining fuel at reasonable prices; the
difficulty of the capital market in absorbing utility debt; competition; price
and supply fluctuations; international politics; interest rate fluctuations;
taxes; and government regulation or deregulation. Increasing sensitivity to
environmental concerns may pose challenges to utility companies over the coming
decade.

Health care sector risk. The Health Care Trust is concentrated in the
health care sector. As a result, the factors that impact the health care sector
will likely have a greater effect on this trust than on a more broadly
diversified trust. General risks of companies in the health care sector include
extensive competition, generic drug sales, the loss of patent protection,
product liability litigation and increased government regulation. Research and
development costs of bringing new drugs to market are substantial, and there is
no guarantee that the product will ever come to market. Health care companies
seeking government approval for medical products and services may have losses
and may not offer proposed products for several years, if at all. The failure to
gain approval for new medical products or services can have a significant
negative impact on a health care company and its stock. Health care facility
operators may be affected by the demand for services, efforts by government or
insurers to limit rates, restriction of government financial assistance (such as
Medicare, Medicaid or similar programs) and competition from other providers.

The Health Care and Education Affordability Reconciliation Act of 2010 had
significant implications on the health care sector. The goal of the legislation
was to provide health insurance coverage for those who do not have it. The
measure required most Americans to purchase health insurance coverage; added
approximately 16 million people to the Medicaid rolls; and subsidized private
coverage for low- and middle-income people. It also regulated private insurers
more closely, banning practices such as denial of care for pre-existing
conditions. The implementation of the Act's provisions will take place over the
next several years through 2018 and could cause a decrease in the profitability
of companies in the health care sector through increased costs and possible
downward pressure on prices charged. The health care sector may also be impacted
if Congress proposes additional legislative action to reform the health care
sector. Such proposals may include a broad array of health care topics,
including cost and price controls, incentives for competition for health care
services, promotion of pre-paid health care plans and additional tax incentives
and penalties. Such proposals may also target the reduction of funding for
health care related research. The long-term effects of the Act on the health
care sector remain uncertain and cannot be predicted.

Biotechnology industry risk. The Health Care Trust is concentrated in the
securities of biotechnology companies. As a result, the factors that impact the
biotechnology industry will likely have a greater effect on this trust than on
a more broadly diversified trust. Companies in the biotechnology industry spend
heavily on research and development, and their products or services may not
prove commercially successful or may become obsolete quickly. Biotechnology
companies face intense competition and are heavily dependent on patents and
intellectual property rights. A biotechnology company's valuation can be based
largely on the potential or actual performance of a limited number of products
and can accordingly be greatly affected if one of its products proves unsafe,
ineffective or unprofitable. Biotechnology companies are subject to regulation
by, and the restrictions of, the Food and Drug Administration, the
Environmental Protection Agency, state and local governments, and foreign
regulatory authorities. Biotechnology companies may be adversely affected by
the loss or impairment of intellectual property rights or changes in government
regulations.

Pharmaceuticals industry risk. The Health Care Trust is concentrated in the
securities of pharmaceutical companies. As a result, the factors that impact the
pharmaceuticals industry will likely have a greater effect on this trust than on
a more broadly diversified trust. Companies in the pharmaceuticals industry are
subject to competitive forces that may make it difficult to raise prices and, in
fact, may result in price discounting. The profitability of some companies in
the pharmaceuticals industry may be dependent on a relatively limited number of
products. In addition, their products can become obsolete due to industry
innovation, changes in technologies or other market developments. Many new
products in the pharmaceuticals industry are subject to government approvals,
regulation and reimbursement rates. The process of obtaining government
approvals may be long and costly. Many companies in the pharmaceuticals industry
are heavily dependent on patents and intellectual property rights. The loss or
impairment of these rights may adversely affect the profitability of these
companies. Companies in the pharmaceuticals industry may be subject to extensive
litigation based on product liability and similar claims.

Foreign securities risk. The Health Care Trust invests in U.S.-listed
foreign securities. Securities of foreign issuers present risks beyond those of
domestic securities. The prices of foreign securities can be more volatile than
U.S. securities due to such factors as political, social and economic
developments abroad, the differences between the regulations to which U.S. and
foreign issuers and markets are subject, the seizure by the government of
company assets, excessive taxation, withholding taxes on dividends and
interest, limitations on the use or transfer of portfolio assets, and political
or social instability. Other risks include the following:

o Enforcing legal rights may be difficult, costly and slow in foreign
countries, and there may be special problems enforcing claims against
foreign governments.

o Foreign issuers may not be subject to accounting standards or
governmental supervision comparable to U.S. issuers, and there may be
less public information about their operations.

o Foreign markets may be less liquid and more volatile than U.S.
markets.

o Foreign securities often trade in currencies other than the U.S.
dollar. Changes in currency exchange rates may affect the trust's
value, the value of dividends and interest earned, and gains and
losses realized on the sale of securities. An increase in the strength
of the U.S. dollar relative to these other currencies may cause the
value of the trust to decline. Certain foreign currencies may be
particularly volatile, and foreign governments may intervene in the
currency markets, causing a decline in value or liquidity in the
trust's foreign security holdings.

o Future political and governmental restrictions which might adversely
affect the payment or receipt of income on the foreign securities.

Small-capitalization and mid-capitalization company risk. The trusts
include securities issued by small-capitalization and mid-capitalization
companies. These securities customarily involve more investment risk than
large-capitalization companies. These additional risks are due in part to the
following factors. Small-capitalization and mid-capitalization companies may:

o Have limited product lines, markets or financial resources;

o Be new and developing companies which seek to develop and utilize new
and/or emerging technologies. These technologies may be slow to
develop or fail to develop altogether;

o Have less publicly available information;

o Lack management depth or experience;

o Be less liquid;

o Be more vulnerable to adverse general market or economic developments;
and

o Be dependent upon products that were recently brought to market or key
personnel.

Litigation and legislation risk. Your trust is also subject to litigation
and legislation risk. From time to time, various legislative initiatives are
proposed in the United States and abroad which may have a negative impact on
certain issuers represented in a trust. In addition, litigation regarding any
of the issuers of the securities or of the sectors represented by these
issuers, may raise potential bankruptcy concerns and may negatively impact the
share prices of these securities. We cannot predict what impact any pending or
threatened litigation or any bankruptcy concerns will have on the share prices
of the securities.

Inflation risk. Inflation risk is the risk that the value of assets or
income from investments will be less in the future as inflation decreases the
value of money.

Significant unitholders risk. There may be unitholders of a trust who hold
a significant portion of a trust and, as result, a redemption by such
significant holder may have a material impact on the size, expenses and
viability of a trust.

See "Risk Factors" in Part B of the prospectus for additional
information.

How the Trust Works

Your Trust. Your trust is a unit investment trust registered under the
Investment Company Act of 1940 and the Securities Act of 1933. We created your
trust under a trust agreement between Guggenheim Funds Distributors, LLC (as
sponsor, evaluator and supervisor) and The Bank of New York Mellon (as trustee).
To create your trust, we deposited contracts to purchase securities with the
trustee along with an irrevocable letter of credit or other consideration to pay
for the securities. In exchange, the trustee delivered units of your trust to
us. Each unit represents an undivided interest in the assets of your trust.
These units remain outstanding until redeemed or until your trust terminates.

Changing Your Portfolio. Your trust is not a managed fund. Unlike a
managed fund, we designed your portfolio to remain relatively fixed after its
inception. Your trust will generally buy and sell securities:

o to pay expenses,

o to issue additional units or redeem units,

o in limited circumstances to protect the trust,

o to avoid direct or indirect ownership of a passive foreign investment
company,

o to make required distributions or avoid imposition of taxes on the
trust, or

o as permitted by a trust agreement.

You will not be able to dispose of or vote any of the securities in your
trust. As the holder of the securities, the trustee will vote the securities
and will endeavor to vote the securities such that the securities are voted as
closely as possible in the same manner and the same general proportion as are
the securities held by owners other than your trust. However, the trustee may
not be able to vote the securities in your trust that are traded on foreign
exchanges.

Your trust will generally reject any offer for securities or property
other than cash in exchange for the securities in its portfolio. However, if a
public tender offer has been made for a security or a merger or acquisition has
been announced affecting a security, your trust may either sell the security or
accept a tender offer for cash if the supervisor determines that the sale or
tender is in the best interest of unitholders. The trustee will distribute any
cash proceeds to unitholders. If your trust receives securities or property
other than cash, it may either hold the securities or property in its portfolio
or sell the securities or property and distribute the proceeds. For example,
this could happen in a merger or similar transaction.

We will increase the size of your trust as we sell units. When we create
additional units, we will seek to replicate the existing portfolio. In certain
cases, the trustee may need additional time to acquire the securities necessary
to create units and consequently, the trust may not be fully invested at all
times, which may impact the trust's performance. When your trust buys
securities, it will pay brokerage or other acquisition fees. You could
experience a dilution of your investment because of these fees and fluctuations
in security prices between the time we create units and the time your trust
buys the securities. When your trust buys or sells securities, we, acting in an
agency capacity, may direct that the trust places orders with and pays
brokerage commissions to brokers that sell units or are affiliated with your
trust. We will not select firms to handle these transactions on the basis of
their sale of units of your trust or any other products sponsored by us. We
cannot guarantee that a trust will keep its present size and composition for
any length of time.

Termination of Your Trust. Your trust will terminate no later than the
termination date listed in the "Investment Summary" section of this prospectus.
The trustee may terminate your trust early if the value of the trust is less
than $1 million or less than 40% of the value of the securities in the trust at
the end of the initial offering period. At this size, the expenses of your trust
may create an undue burden on your investment. Investors owning two-thirds of
the units in your trust may also vote to terminate the trust early. We may also
terminate your trust in other limited circumstances.

The trustee will notify you of any termination and sell any remaining
securities. The trustee will send your final distribution to you within a
reasonable time following liquidation of all the securities after deducting
final expenses. Your termination distribution may be less than the price you
originally paid for your units.

See "Administration of the Trust" in Part B of the prospectus for
additional information.

General Information

Guggenheim Funds. Guggenheim Funds Distributors, LLC specializes in the
creation, development and distribution of investment solutions for advisors and
their valued clients. In November 2001, we changed our name from Ranson &
Associates, Inc. to Claymore Securities, Inc. ("Claymore"). On September 27,
2010, Claymore officially changed its name to Guggenheim Funds Distributors,
LLC. This change follows the acquisition of Claymore by Guggenheim Partners,
LLC on October 14, 2009. Since the finalization of the acquisition, we have
been operating as a subsidiary of Guggenheim Partners, LLC.

During our history we have been active in public and corporate finance,
have underwritten closed-end funds and have distributed bonds, mutual funds,
closed-end funds, exchange-traded funds, structured products and unit trusts in
the primary and secondary markets. We are a registered broker-dealer and member
of the Financial Industry Regulatory Authority (FINRA). If we fail to or cannot
perform our duties as sponsor or become bankrupt, the trustee may replace us,
continue to operate your trust without a sponsor, or terminate your trust. You
can contact us at our headquarters at 2455 Corporate West Drive, Lisle, Illinois
60532 or by using the contacts listed on the back cover of this prospectus.
Guggenheim Funds personnel may from time to time maintain a position in certain
securities held by your trust.

Guggenheim Funds and your trust have adopted a code of ethics requiring
Guggenheim Funds' employees who have access to information on trust
transactions to report personal securities transactions. The purpose of the
code is to avoid potential conflicts of interest and to prevent fraud,
deception or misconduct with respect to your trust.

See "Administration of the Trust" in Part B of the prospectus for
additional information.

The Trustee. The Bank of New York Mellon is the trustee of your trust. It
is a trust company organized under New York law. You can contact the trustee by
calling the telephone number on the back cover of this prospectus or write to
Unit Investment Trust Division, 2 Hanson Place, 12th Fl., Brooklyn, New York
11217. We may remove and replace the trustee in some cases without your
consent. The trustee may also resign by notifying the sponsor and investors.

See "Administration of the Trust" in Part B of the prospectus for
additional information.

Expenses

Your trust will pay various expenses to conduct its operations. The
"Investment Summary" section of this prospectus shows the estimated amount of
these expenses.

Your trust will pay a fee to the trustee for its services. The trustee
also benefits when it holds cash for your trust in non-interest bearing
accounts. Your trust will reimburse the sponsor as supervisor and evaluator for
providing portfolio supervisory services, evaluating your portfolio and
performing bookkeeping and administrative services. Our reimbursements may
exceed the costs of the services we provide to your trust but will not exceed
the costs of services provided to all Guggenheim Funds unit investment trusts
in any calendar year. In addition, the trustee may reimburse the sponsor out of
its own assets for services performed by employees of the sponsor in connection
with the operation of your trust. All of these fees may adjust for inflation
without your approval.

Your trust will pay a fee to the sponsor for creating and developing your
trust, including determining the trust's objective, policies, composition and
size, selecting service providers and information services, and for providing
other similar administrative and ministerial functions. Your trust pays this
"creation and development fee" of $0.05 per unit from the assets of the trust
as of the close of the initial public offering period. The sponsor does not use
the fee to pay distribution expenses or as compensation for sales efforts.

Your trust will also pay its general operating expenses. Your trust may
also pay expenses such as trustee expenses (including legal and auditing
expenses), organization expenses, various governmental charges, fees for
extraordinary trustee services, costs of taking action to protect your trust,
costs of indemnifying the trustee and Guggenheim Funds, legal fees and expenses,
expenses incurred in contacting you and costs incurred to reimburse the trustee
for advancing funds to meet distributions. Your trust may pay the costs of
updating its registration statement each year. The trustee may sell securities
to pay trust expenses.

See "Expenses of the Trust" in Part B of the prospectus for additional
information.

Report of Independent Registered Public Accounting Firm

Unitholders
Guggenheim Defined Portfolios, Series 1489

We have audited the accompanying statements of financial condition,
including the trust portfolios set forth on pages 7, 8, 14 and 15 of this
prospectus, of Guggenheim Defined Portfolios, Series 1489, as of July 27, 2016,
the initial date of deposit. These statements of financial condition are the
responsibility of the trusts' sponsor. Our responsibility is to express an
opinion on these statements of financial condition based on our audits.

We conducted our audits in accordance with the auditing standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance
about whether the statements of financial condition are free of material
misstatement. We were not engaged to perform an audit of the trusts' internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of each trust's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statements of financial condition, assessing the accounting principles used
and significant estimates made by the sponsor, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
with The Bank of New York Mellon, trustee, of cash or an irrevocable letter of
credit deposited for the purchase of securities as shown in the statements of
financial condition as of July 27, 2016. We believe that our audits of the
statements of financial condition provide a reasonable basis for our opinion.

In our opinion, the statements of financial condition referred to above
present fairly, in all material respects, the financial position of Guggenheim
Defined Portfolios, Series 1489, as of July 27, 2016, in conformity with
accounting principles generally accepted in the United States of America.

/s/ Grant Thornton LLP

Chicago, Illinois
July 27, 2016

Guggenheim Defined Portfolios, Series 1489

Statements of Financial Condition
as of the Inception Date, July 27, 2016
Health
Care Utilities
Investment in securities Trust Trust

Sponsor's contracts to purchase underlying securities
backed by letter of credit (1)(2) $ 149,682 $ 149,487
------------ ------------
$ 149,682 $ 149,487
============ ============
Liabilities and interest of unitholders
Liabilities:
Organization costs (3) $ 1,210 $ 1,208
Creation and development fee (6) 756 755
Deferred sales fee (4) 3,704 3,700
------------ ------------
5,670 5,663
------------ ------------
Interest of unitholders:
Cost to unitholders (5) 151,190 151,000
Less: initial sales fee (4) 1,508 1,513
Less: organization costs, C&D and deferred
sales fees (3)(4)(5)(6) 5,670 5,663
------------ ------------
Net interest of unitholders 144,012 143,824
------------ ------------
Total $ 149,682 $ 149,487
============ ============
Number of units 15,119 15,100
============ ============
Net Asset Value per Unit $ 9.525 $ 9.525
============ ============

(1) Aggregate cost of the securities is based on the closing sale price
evaluations as determined by the trustee.

(2) A letter of credit has been deposited with The Bank of New York Mellon,
trustee, covering the funds (aggregating $149,743 and $149,561 per trust)
necessary for the purchase of the securities in the Health Care Trust and
the Utilities Trust, respectively, represented by purchase contracts.

(3) A portion of the Public Offering Price represents an amount sufficient to
pay for all or a portion of the costs incurred in establishing the trusts.
These costs have been estimated at $8.00 per 100 units of each trust. A
distribution will be made as of the close of the initial offering period or
six months after the initial date of deposit (at the discretion of the
sponsor) to an account maintained by the trustee from which this obligation
of the investors will be satisfied. Organization costs will not be assessed
to units that are redeemed prior to the close of the initial offering
period or six months after the initial date of deposit (at the discretion
of the sponsor). To the extent that actual organization costs are greater
than the estimated amount, only the estimated organization costs added to
the Public Offering Price will be deducted from the assets of a trust.

(4) The aggregate cost to unitholders includes a maximum sales fee, which
consists of an initial sales fee, a deferred sales fee and a creation and
development fee. The initial sales fee is equal to the difference between
the maximum sales fee and the sum of the remaining deferred sales fee and
the creation and development fee. On the Inception Date, the maximum sales
fee is 3.95% of the Public Offering Price (equivalent to 3.98% of the net
amount invested). The deferred sales fee is equal to $0.245 per unit.

(5) The aggregate cost to investors includes the applicable transactional sales
fee assuming no reduction of transactional sales fees for quantity
purchases.

(6) Each trust is committed to pay a creation and development fee of $5.00 per
100 units at the close of the initial public offering period. The creation
and development fee will not be assessed to units that are redeemed prior
to the close of the initial offering period.

GUGGENHEIM DEFINED PORTFOLIOS

GUGGENHEIM PORTFOLIO PROSPECTUS

PART B DATED JULY 27, 2016

The prospectus for a Guggenheim Defined Portfolio (a "trust") is divided
into two parts. Part A of the prospectus relates exclusively to a particular
trust or trusts and provides specific information regarding each trust's
portfolio, strategies, investment objectives, expenses, financial highlights,
income and capital distributions, hypothetical performance information, risk
factors and optional features. Part B of the prospectus provides more general
information regarding the Guggenheim Defined Portfolios. You should read both
parts of the prospectus and retain them for future reference. Except as
provided in Part A of the prospectus, the information contained in this Part B
will apply to each trust.

Contents
General Information 2
Investment Policies 2
Risk Factors 3
Administration of the Trust 16
Expenses of the Trust 22
Portfolio Transactions and Brokerage Allocation 24
Purchase, Redemption and Pricing of Units 24
Taxes 28
Experts 32

General Information

Each trust is one of a series of separate unit investment trusts created
under the name Guggenheim Defined Portfolios and registered under the
Investment Company Act of 1940 and the Securities Act of 1933. Each trust was
created as a common law trust on the inception date described in the prospectus
under the laws of the state of New York. Each trust was created under a trust
agreement among Guggenheim Funds Distributors, LLC (as sponsor, evaluator and
supervisor) and The Bank of New York Mellon (as trustee).

When your trust was created, the sponsor delivered to the trustee
securities or contracts for the purchase thereof for deposit in the trust and
the trustee delivered to the sponsor documentation evidencing the ownership of
units of the trust. After your trust is created, the sponsor may deposit
additional securities in the trust, contracts to purchase additional securities
along with cash (or a bank letter of credit in lieu of cash) to pay for such
contracted securities or cash (including a letter of credit) with instructions
to purchase additional securities. Such additional deposits will be in amounts
which will seek to replicate, as closely as practicable, the portfolio
immediately prior to such deposits. If the sponsor deposits cash, existing and
new investors may experience a dilution of their investments and a reduction in
their anticipated income because of fluctuations in the prices of the
securities between the time of the cash deposit and the purchase of the
securities and because the trust will pay the associated brokerage fees.

A trust consists of (i) the securities listed under "Trust Portfolio" in
the prospectus as may continue to be held from time to time in the trust; (ii)
any additional securities acquired and held by the trust pursuant to the
provisions of the trust agreement; and (iii) any cash held in the accounts of
the trust. Neither the sponsor nor the trustee shall be liable in any way for
any failure in any of the securities. However, should any contract for the
purchase of any of the securities initially deposited in a trust fail, the
sponsor will, unless substantially all of the moneys held in the trust to cover
such purchase are reinvested in substitute securities in accordance with the
trust agreement, refund the cash and sales charge attributable to such failed
contract to all unitholders on the next distribution date.

Investment Policies

The trust is a unit investment trust and is not an "actively managed"
fund. Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analysis. The portfolio of a trust, however, will not be
actively managed and therefore the adverse financial condition of an issuer
will not necessarily require the sale of its securities from a portfolio.

Unitholders will not be able to dispose of or vote any of the securities
in a trust. As the holder of the securities, the trustee will vote the
securities and will endeavor to vote the securities such that the securities
are voted as closely as possible in the same manner and the same general
proportion as are the securities held by owners other than such trust. However,
the trustee may not be able to vote the securities in a trust that are traded
on foreign exchanges.

The trust agreement provides that the sponsor may (but need not) direct
the trustee to dispose of a security in certain events such as the issuer
having defaulted on the payment on any of its outstanding obligations, the
issuer having qualified as a passive foreign investment company under the
Internal Revenue Code or the price of a security has declined to such an extent
or other such credit factors exist so that in the opinion of the sponsor the
retention of such securities would be detrimental to the trust. If a public
tender offer has been made for a security or a merger or acquisition has been
announced affecting a security, the trustee may either sell the security or
accept a tender offer for cash if the supervisor determines that the sale or
tender is in the best interest of unitholders. The trustee will distribute any
cash proceeds to unitholders. Pursuant to the trust agreement and with limited
exceptions, the trustee may sell any securities or other properties acquired in
exchange for securities such as those acquired in connection with a merger or
other transaction. If offered such new or exchanged securities or property
other than cash, the trustee shall reject the offer. However, in the event such
securities or property are nonetheless acquired by the trust, they may be
accepted for deposit in a trust and either sold by the trustee or held in a
trust pursuant to the direction of the sponsor. Proceeds from the sale of
securities (or any securities or other property received by the trust in
exchange for securities) are credited to the Capital Account for distribution
to unitholders or to meet redemptions.

Except as stated in the trust agreement, or in the prospectus, the
acquisition by the trust of any securities other than the portfolio securities
is prohibited. The trustee may sell securities, designated by the sponsor, from
the trust for the purpose of redeeming units of a trust tendered for redemption
and the payment of expenses and for such other purposes as permitted under the
trust agreement.

Notwithstanding the foregoing, the trustee is authorized to reinvest any
funds held in the Capital or Income Accounts, pending distribution, in U.S.
Treasury obligations which mature on or before the next applicable distribution
date. Any obligations so acquired must be held until they mature and proceeds
therefrom may not be reinvested.

Proceeds from the sale of securities (or any securities or other property
received by a trust in exchange for securities) are credited to the Capital
Account of a trust for distribution to unitholders or to meet redemptions.
Except for failed securities and as provided in the prospectus or in the trust
agreement, the acquisition by a trust of any securities other than the
portfolio securities is prohibited. The trustee may sell securities from a
trust for limited purposes, including redeeming units tendered for redemption
and the payment of expenses.

Risk Factors

Stocks. An investment in units of a trust should be made with an
understanding of the risks inherent in an investment in equity securities,
including the risk that the financial condition of issuers of the securities may
become impaired or that the general condition of the stock market may worsen
(both of which may contribute directly to a decrease in the value of the
securities and thus, in the value of the units) or the risk that holders of
common stock have a right to receive payments from the issuers of those stocks
that is generally inferior to that of creditors of, or holders of debt
obligations issued by, the issuers and that the rights of holders of common
stock generally rank inferior to the rights of holders of preferred stock. You
could lose some or all of your investment in the trust. Common stocks are
especially susceptible to general stock market movements and to volatile
increases and decreases in value as market confidence in and perceptions of the
issuers change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises.

Holders of common stock incur more risk than the holders of preferred
stocks and debt obligations because common stockholders, as owners of the
entity, have generally inferior rights to receive payments from the issuer in
comparison with the rights of creditors of, or holders of debt obligations or
preferred stock issued by the issuer. Holders of common stock of the type held
by a trust have a right to receive dividends only when and if, and in the
amounts, declared by the issuer's board of directors and to participate in
amounts available for distribution by the issuer only after all other claims on
the issuer have been paid or provided for. By contrast, holders of preferred
stock have the right to receive dividends at a fixed rate when and as declared
by the issuer's board of directors, normally on a cumulative basis, but do not
participate in other amounts available for distribution by the issuing
corporation. Cumulative preferred stock dividends must be paid before common
stock dividends and any cumulative preferred stock dividend omitted is added to
future dividends payable to the holders of cumulative preferred stock.
Preferred stocks are also entitled to rights on liquidation which are senior to
those of common stocks. Moreover, common stocks do not represent an obligation
of the issuer and therefore do not offer any assurance of income or provide the
degree of protection of capital debt securities. Indeed, the issuance of debt
securities or even preferred stock will create prior claims for payment of
principal, interest, liquidation preferences and dividends which could
adversely affect the ability and inclination of the issuer to declare or pay
dividends on its common stock or the rights of holders of common stock with
respect to assets of the issuer upon liquidation or bankruptcy. Further, unlike
debt securities which typically have a stated principal amount payable at
maturity (whose value, however, will be subject to market fluctuations prior
thereto), common stocks have neither a fixed principal amount nor a maturity
and have values which are subject to market fluctuations for as long as the
stocks remain outstanding. The value of the securities in a portfolio thus may
be expected to fluctuate over the entire life of a trust to values higher or
lower than those prevailing at the time of purchase.

The sponsor's buying and selling of the securities, especially during the
initial offering of units of the trust or to satisfy redemptions of units may
impact upon the value of the underlying securities and the units. The
publication of the list of the securities selected for the trust may also cause
increased buying activity in certain of the stocks comprising the portfolio.
After such announcement, investment advisory and brokerage clients of the
sponsor and its affiliates may purchase individual securities appearing on the
list during the course of the initial offering period or may purchase warrants
issued by the sponsor or its affiliates which are based on the performance of
the securities on the list. The sponsor or its affiliates may also purchase
securities as a hedge against its risk on the warrants (although generally the
sponsor and its affiliates will not purchase securities for their own account
until after the trust portfolio has been acquired). Such buying activity in the
stock of these companies or issuance of the warrants prior to the purchase of
the securities by the trust may cause the trust to purchase stocks at a higher
price than those buyers who effect purchases by the trust.

Fixed Portfolio. Investors should be aware that the trust is not "managed"
and as a result, the adverse financial condition of a company will not result in
the elimination of its securities from the portfolio of the trust except under
extraordinary circumstances. Investors should note in particular that the
securities were selected on the basis of the criteria set forth in the
prospectus and that the trust may continue to purchase or hold securities
originally selected through this process even though the evaluation of the
attractiveness of the securities may have changed. A number of the securities in
the trust may also be owned by other clients of the sponsor. However, because
these clients may have differing investment objectives, the sponsor may sell
certain securities from those accounts in instances where a sale by the trust
would be impermissible, such as to maximize return by taking advantage of market
fluctuations. In the event a public tender offer is made for a security or a
merger or acquisition is announced affecting a security, the sponsor may
instruct the trustee to tender or sell the security on the open market when, in
its opinion, it is in the best interest of the unitholders of the unit to do so.
Although the portfolio is regularly reviewed and evaluated and the sponsor may
instruct the trustee to sell securities under certain limited circumstances,
securities will not be sold by the trust to take advantage of market
fluctuations or changes in anticipated rates of appreciation. As a result, the
amount realized upon the sale of the securities may not be the highest price
attained by an individual security during the life of the trust. The prices of
single shares of each of the securities in the trust vary widely, and the effect
of a dollar of fluctuation, either higher or lower, in stock prices will be much
greater as a percentage of the lower-price stocks' purchase price than as a
percentage of the higher-price stocks' purchase price.

Closed-End Fund Risks. If set forth in Part A of the prospectus, a trust
may invest in the common stock of closed-end funds ("Closed-End Funds").
Closed-End Funds are actively managed investment companies which 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.

Shares of Closed-End Funds frequently trade at a discount from their net
asset value in the secondary market. This risk is separate and distinct from
the risk that the net asset value of Closed-End Fund shares may decrease. The
amount of such discount from net asset value is subject to change from time to
time in response to various factors.

Certain of the Closed-End Funds included in a trust may employ the use of
leverage in their portfolios through the issuance of preferred stock. While
leverage often serves to increase the yield of a Closed-End Fund, this leverage
also subjects the Closed-End Fund to increased risks, including the likelihood
of increased volatility and the possibility that the Closed-End Fund's common
share income will fall if the dividend rate on the preferred shares or the
interest rate on any borrowing rises.

Exchange-Traded Fund Risks. If set forth in Part A of the prospectus, a
trust may invest in the common stock of exchange-traded funds ("ETFs"). ETFs are
investment pools that hold other securities. ETFs are either open-end management
investment companies or unit investment trusts registered under the Investment
Company Act of 1940. Unlike typical open-end funds or unit investment trusts,
ETFs generally do not sell or redeem their individual shares at net asset value.
In addition, securities exchanges list ETF shares for trading, which allows
investors to purchase and sell individual ETF shares at current market prices
throughout the day. ETFs therefore possess characteristics of traditional
open-end funds and unit investment trusts, which issue redeemable shares, and of
corporate common stocks or closed-end funds, which generally issue shares that
trade at negotiated prices on securities exchanges and are not redeemable. ETFs
are subject to various risks, including management's ability to meet the fund's
investment objective. The underlying ETF has management and operating expenses.
You will bear not only your share of the trust's expenses, but also the expenses
of the underlying ETF. By investing in an ETF, the trust incurs greater expenses
than you would incur if you invested directly in the ETF.

Shares of ETFs may trade at a discount from their net asset value in the
secondary market. This risk is separate and distinct from the risk that the net
asset value of the ETF shares may decrease. The amount of such discount from
net asset value is subject to change from time to time in response to various
factors.

Market Discounts or Premiums. Certain of the securities may have been
deposited at a market discount or premium principally because their dividend
rates are lower or higher than prevailing rates on comparable securities. The
current returns of market discount securities are lower than comparably rated
securities selling at par because discount securities tend to increase in
market value as they approach maturity. The current returns of market premium
securities are higher than comparably rated securities selling at par because
premium securities tend to decrease in market value as they approach maturity.
Because part of the purchase price is returned through current income payments
and not at maturity, an early redemption at par of a premium security will
result in a reduction in yield to the trust. Market premium or discount
attributable to dividend rate changes does not indicate market confidence or
lack of confidence in the issue.

Liquidity. Whether or not the securities are listed on a national
securities exchange, the principal trading market for the securities may be in
the over-the-counter market. As a result, the existence of a liquid trading
market for the securities may depend on whether dealers will make a market in
the securities. There can be no assurance that a market will be made for any of
the securities, that any market for the securities will be maintained or of the
liquidity of the securities in any markets made. In addition, a trust is
restricted under the Investment Company Act of 1940 from selling securities to
the sponsor. The price at which the securities may be sold to meet redemptions
and the value of a trust will be adversely affected if trading markets for the
securities are limited or absent.

Additional Deposits. The trust agreement authorizes the sponsor to
increase the size of a trust and the number of units thereof by the deposit of
additional securities, or cash (including a letter of credit) with instructions
to purchase additional securities, in such trust and the issuance of a
corresponding number of additional units. If the sponsor deposits cash,
existing and new investors may experience a dilution of their investments and a
reduction in their anticipated income because of fluctuations in the prices of
the securities between the time of the cash deposit and the purchase of the
securities and because a trust will pay the associated brokerage fees. To
minimize this effect, the trusts will attempt to purchase the securities as
close to the evaluation time or as close to the evaluation prices as possible.

Some of the securities may have limited trading volume. The trustee, with
directions from the sponsor, will endeavor to purchase securities with deposited
cash as soon as practicable reserving the right to purchase those securities
over the 20 business days following each deposit in an effort to reduce the
effect of these purchases on the market price of those stocks. This could,
however, result in the trusts' failure to participate in any appreciation of
those stocks before the cash is invested. If any cash remains at the end of this
period (and such date is within the 90-day period following the inception date)
and cannot be invested in one or more stocks, at what the sponsor considers
reasonable prices, it intends to use that cash to purchase each of the other
securities in the original proportionate relationship among those securities.
Similarly, at termination of the trust, the sponsor reserves the right to sell
securities over a period of up to nine business days to lessen the impact of its
sales on the market price of the securities. The proceeds received by
unitholders following termination of the trust will reflect the actual sales
proceeds received on the securities, which will likely differ from the closing
sale price on the termination date.

Litigation and Legislation. At any time litigation may be initiated on a
variety of grounds, or legislation may be enacted with respect to the
securities in a trust or the issuers of the securities. There can be no
assurance that future litigation or legislation will not have a material
adverse effect on the trust or will not impair the ability of issuers to
achieve their business goals.

Financial Sector Risks. If set forth in Part A of the prospectus, certain
of the issuers of securities in a trust may be involved in the financial
sector. An investment in units of a trust containing securities of such issuers
should be made with an understanding of the problems and risks inherent in the
financial sector in general.

Banks, thrifts and their holding companies are especially subject to the
adverse effects of economic recession; volatile interest rates; portfolio
concentrations in geographic markets, in commercial and residential real estate
loans or any particular segment or industry; and competition from new entrants
in their fields of business. Banks and thrifts are highly dependent on net
interest margin. Banks and thrifts traditionally receive a significant portion
of their revenues from consumer mortgage fee income as a result of activity in
mortgage and refinance markets.

Banks, thrifts and their holding companies are subject to extensive
federal regulation and, when such institutions are state-chartered, to state
regulation as well. Such regulations impose strict capital requirements and
limitations on the nature and extent of business activities that banks and
thrifts may pursue. Furthermore, bank regulators have a wide range of
discretion in connection with their supervisory and enforcement authority and
may substantially restrict the permissible activities of a particular
institution if deemed to pose significant risks to the soundness of such
institution or the safety of the federal deposit insurance fund. Regulatory
actions, such as increases in the minimum capital requirements applicable to
banks and thrifts and increases in deposit insurance premiums required to be
paid by banks and thrifts to the FDIC, can negatively impact earnings and the
ability of a company to pay dividends. Neither federal insurance of deposits
nor governmental regulations, however, insures the solvency or profitability of
banks or their holding companies, or insures against any risk of investment in
the securities issued by such institutions.

The statutory requirements applicable to and regulatory supervision of
banks, thrifts and their holding companies have increased significantly and
have undergone substantial change in the recent past.

The Securities and Exchange Commission and the Financial Accounting
Standards Board ("FASB") require the expanded use of market value accounting by
banks and have imposed rules requiring mark-to-market accounting for investment
securities held in trading accounts or available for sale. Adoption of
additional such rules may result in increased volatility in the reported health
of the industry, and mandated regulatory intervention to correct such problems.
Accounting Standards Codification 820, "Fair Value Measurements and Disclosures"
changed the requirements of mark-to-market accounting and determining fair value
when the volume and level of activity for the asset or liability has
significantly decreased. These changes and other potential changes in financial
accounting rules and valuation techniques may have a significant impact on the
banking and financial services industries in terms of accurately pricing assets
or liabilities. Additional legislative and regulatory changes may be
forthcoming. For example, the bank regulatory authorities have proposed
substantial changes to the Community Reinvestment Act and fair lending laws,
rules and regulations, and there can be no certainty as to the effect, if any,
that such changes would have on the securities in a trust's portfolio. In
addition, from time to time the deposit insurance system is reviewed by Congress
and federal regulators, and proposed reforms of that system could, among other
things, further restrict the ways in which deposited moneys can be used by banks
or change the dollar amount or number of deposits insured for any depositor. On
October 3, 2008, EESA increased the maximum amount of federal deposit insurance
coverage payable as to any certificate of deposit from $100,000 to $250,000 per
depositor. The impact of this reform is unknown and could reduce profitability
as investment opportunities available to bank institutions become more limited
and as consumers look for savings vehicles other than bank deposits. The sponsor
makes no prediction as to what, if any, manner of bank and thrift regulatory
actions might ultimately be adopted or what ultimate effect such actions might
have on a trust's portfolio.

The Federal Bank Holding Company Act of 1956 ("BHC Act") generally
prohibits a bank holding company from (i) acquiring, directly or indirectly,
more than 5% of the outstanding shares of any class of voting securities of a
bank or bank holding company; (ii) acquiring control of a bank or another bank
holding company; (iii) acquiring all or substantially all the assets of a bank;
or (iv) merging or consolidating with another bank holding company, without
first obtaining FRB approval. In considering an application with respect to any
such transaction, the FRB is required to consider a variety of factors,
including the potential anti-competitive effects of the transaction, the
financial condition and future prospects of the combining and resulting
institutions, the managerial resources of the resulting institution, the
convenience and needs of the communities the combined organization would serve,
the record of performance of each combining organization under the Community
Reinvestment Act and the Equal Credit Opportunity Act, and the prospective
availability to the FRB of information appropriate to determine ongoing
regulatory compliance with applicable banking laws. In addition, the federal
Change In Bank Control Act and various state laws impose limitations on the
ability of one or more individuals or other entities to acquire control of
banks or bank holding companies.

The FRB has issued a policy statement on the payment of cash dividends by
bank holding companies in which the FRB expressed its view that a bank holding
company experiencing earnings weaknesses should not pay cash dividends which
exceed its net income or which could only be funded in ways that would weaken
its financial health, such as by borrowing. The FRB also may impose limitations
on the payment of dividends as a condition to its approval of certain
applications, including applications for approval of mergers and acquisitions.
The sponsor makes no prediction as to the effect, if any, such laws will have
on the securities in a trust or whether such approvals, if necessary, will be
obtained.

Companies engaged in investment banking/brokerage and investment management
include brokerage firms, broker/dealers, investment banks, finance companies and
mutual fund companies. Earnings and share prices of companies in this industry
are quite volatile, and often exceed the volatility levels of the market as a
whole. Negative economic events in the credit markets have led some firms to
declare bankruptcy, forced short-notice sales to competing firms, or required
government intervention by the FDIC or through an infusions of Troubled Asset
Relief Program funds. Consolidation in the industry and the volatility in the
stock market have negatively impacted investors.

Additionally, government intervention has required many financial
institutions to become bank holding companies under the BHC Act. Under the
system of functional regulation established under the BHC Act, the FRB
supervises bank holding companies as an umbrella regulator. The BHC Act and
regulations generally restrict bank holding companies from engaging in business
activities other than the business of banking and certain closely related
activities. The FRB and FDIC have also issued substantial risk-based and
leverage capital guidelines applicable to U.S. banking organizations. The
guidelines define a three-tier framework, requiring depository institutions to
maintain certain leverage ratios depending on the type of assets held. If any
depository institution controlled by a financial or bank holding company ceases
to meet capital or management standards, the FRB may impose corrective capital
and/or managerial requirements on the company and place limitations on its
ability to conduct broader financial activities. Furthermore, proposed
legislation will allow the Treasury and the FDIC to create a resolution regime
to "take over" bank and financial holding companies. The "taking over" would be
based on whether the firm is in default or in danger of defaulting and whether
such a default would have a serious adverse effect on the financial system or
the economy. This mechanism would only be used by the government in exceptional
circumstances to mitigate these effects. This type of intervention has unknown
risks and costs associated with it, which may cause unforeseeable harm in the
industry.

Companies involved in the insurance industry are engaged in underwriting,
reinsuring, selling, distributing or placing of property and casualty, life or
health insurance. Other growth areas within the insurance industry include
brokerage, reciprocals, claims processors and multi-line insurance companies.
Interest rate levels, general economic conditions and price and marketing
competition affect insurance company profits. Property and casualty insurance
profits may also be affected by weather catastrophes and other disasters. Life
and health insurance profits may be affected by mortality and morbidity rates.
Individual companies may be exposed to material risks including reserve
inadequacy and the inability to collect from reinsurance carriers. Insurance
companies are subject to extensive governmental regulation, including the
imposition of maximum rate levels, which may not be adequate for some lines of
business. Proposed or potential tax law changes may also adversely affect
insurance companies' policy sales, tax obligations, and profitability. In
addition to the foregoing, profit margins of these companies continue to shrink
due to the commoditization of traditional businesses, new competitors, capital
expenditures on new technology and the pressures to compete globally.

In addition to the normal risks of business, companies involved in the
insurance industry are subject to significant risk factors, including those
applicable to regulated insurance companies, such as: (i) the inherent
uncertainty in the process of establishing property-liability loss reserves,
particularly reserves for the cost of environmental, asbestos and mass tort
claims, and the fact that ultimate losses could materially exceed established
loss reserves which could have a material adverse effect on results of
operations and financial condition; (ii) the fact that insurance companies have
experienced, and can be expected in the future to experience, catastrophe losses
which could have a material adverse impact on their financial condition, results
of operations and cash flow; (iii) the inherent uncertainty in the process of
establishing property-liability loss reserves due to changes in loss payment
patterns caused by new claims settlement practices; (iv) the need for insurance
companies and their subsidiaries to maintain appropriate levels of statutory
capital and surplus, particularly in light of continuing scrutiny by rating
organizations and state insurance regulatory authorities, and in order to
maintain acceptable financial strength or claims-paying ability rating; (v) the
extensive regulation and supervision to which insurance companies' subsidiaries
are subject, various regulatory initiatives that may affect insurance companies,
and regulatory and other legal actions; (vi) the adverse impact that increases
in interest rates could have on the value of an insurance company's investment
portfolio and on the attractiveness of certain of its products; (vii) the need
to adjust the effective duration of the assets and liabilities of life insurance
operations in order to meet the anticipated cash flow requirements of its
policyholder obligations; and (viii) the uncertainty involved in estimating the
availability of reinsurance and the collectability of reinsurance recoverables.
This enhanced oversight into the insurance industry may pose unknown risks to
the sector as a whole.

The state insurance regulatory framework has, during recent years, come
under increased federal scrutiny, and certain state legislatures have
considered or enacted laws that alter and, in many cases, increase state
authority to regulate insurance companies and insurance holding company
systems. Further, the National Association of Insurance Commissioners ("NAIC")
and state insurance regulators are re-examining existing laws and regulations,
specifically focusing on insurance companies, interpretations of existing laws
and the development of new laws. In addition, Congress and certain federal
agencies have investigated the condition of the insurance industry in the
United States to determine whether to promulgate additional federal regulation.
The sponsor is unable to predict whether any state or federal legislation will
be enacted to change the nature or scope of regulation of the insurance
industry, or what effect, if any, such legislation would have on the industry.

All insurance companies are subject to state laws and regulations that
require diversification of their investment portfolios and limit the amount of
investments in certain investment categories. Failure to comply with these laws
and regulations would cause non-conforming investments to be treated as
non-admitted assets for purposes of measuring statutory surplus and, in some
instances, would require divestiture.

Environmental pollution clean-up is the subject of both federal and state
regulation. By some estimates, there are thousands of potential waste sites
subject to clean up. The insurance industry is involved in extensive litigation
regarding coverage issues. The Comprehensive Environmental Response
Compensation and Liability Act of 1980 ("Superfund") and comparable state
statutes ("mini-Superfund") govern the cleanup and restoration by "Potentially
Responsible Parties" ("PRPs"). Superfund and the mini-Superfunds
("Environmental Clean-up Laws" or "ECLs") establish a mechanism to pay for
clean-up of waste sites if PRPs fail to do so, and to assign liability to PRPs.
The extent of liability to be allocated to a PRP is dependent on a variety of
factors. The extent of clean-up necessary and the assignment of liability has
not been fully established. The insurance industry is disputing many such
claims. Key coverage issues include whether Superfund response costs are
considered damages under the policies, when and how coverage is triggered,
applicability of pollution exclusions, the potential for joint and several
liability and definition of an occurrence. Similar coverage issues exist for
clean up and waste sites not covered under Superfund. To date, courts have been
inconsistent in their rulings on these issues. An insurer's exposure to
liability with regard to its insureds which have been, or may be, named as PRPs
is uncertain. Superfund reform proposals have been introduced in Congress, but
none have been enacted. There can be no assurance that any Superfund reform
legislation will be enacted or that any such legislation will provide for a
fair, effective and cost-efficient system for settlement of Superfund related
claims.

While current federal income tax law permits the tax-deferred accumulation
of earnings on the premiums paid by an annuity owner and holders of certain
savings-oriented life insurance products, no assurance can be given that future
tax law will continue to allow such tax deferrals. If such deferrals were not
allowed, consumer demand for the affected products would be substantially
reduced. In addition, proposals to lower the federal income tax rates through a
form of flat tax or otherwise could have, if enacted, a negative impact on the
demand for such products.

Major determinants of future earnings of companies in the financial
services sector are the direction of the stock market, investor confidence,
equity transaction volume, the level and direction of long-term and short-term
interest rates, and the outlook for emerging markets. Negative trends in any of
these earnings determinants could have a serious adverse effect on the
financial stability, as well as the stock prices, of these companies.
Furthermore, there can be no assurance that the issuers of the securities
included in the trust will be able to respond in a timely manner to compete in
the rapidly developing marketplace. In addition to the foregoing, profit
margins of these companies continue to shrink due to the commoditization of
traditional businesses, new competitors, capital expenditures on new technology
and the pressures to compete globally.

Foreign Securities Risk. If set forth in Part A of the prospectus, a
trust, or issuers of securities held by a trust, may invest in foreign issuers,
and therefore, an investment in such a trust involves some investment risks
that are different in some respects from an investment in a trust that invests
entirely in securities of domestic issuers. Those investment risks include
future political and governmental restrictions which might adversely affect the
payment or receipt of payment of dividends on the relevant securities, currency
exchange rate fluctuations, exchange control policies, and the limited
liquidity and small market capitalization of such foreign countries' securities
markets. In addition, for foreign issuers that are not subject to the reporting
requirements of the Securities Exchange Act of 1934, there may be less publicly
available information than is available from a domestic issuer. Also, foreign
issuers are not necessarily subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to domestic issuers. However, due to the nature of the issuers of
the securities included in the trust, the sponsor believes that adequate
information will be available to allow the sponsor to provide portfolio
surveillance.

Certain of the securities in the trust may be in ADR or GDR form. ADRs,
American Depositary Receipts and GDRs, Global Depositary Receipts, represent
common stock deposited with a custodian in a depositary. American Depositary
Receipts and Global Depositary Receipts (collectively, the "Depositary
Receipts") are issued by a bank or trust company to evidence ownership of
underlying securities issued by a foreign corporation. These instruments may
not necessarily be denominated in the same currency as the securities into
which they may be converted. For purposes of the discussion herein, the terms
ADR and GDR generally include American Depositary Shares and Global Depositary
Shares, respectively.

Depositary Receipts may be sponsored or unsponsored. In an unsponsored
facility, the depositary initiates and arranges the facility at the request of
market makers and acts as agent for the Depositary Receipts holder, while the
company itself is not involved in the transaction. In a sponsored facility, the
issuing company initiates the facility and agrees to pay certain administrative
and shareholder-related expenses. Sponsored facilities use a single depositary
and entail a contractual relationship between the issuer, the shareholder and
the depositary; unsponsored facilities involve several depositaries with no
contractual relationship to the company. The depositary bank that issues
Depositary Receipts generally charges a fee, based on the price of the
Depositary Receipts, upon issuance and cancellation of the Depositary Receipts.
This fee would be in addition to the brokerage commissions paid upon the
acquisition or surrender of the security. In addition, the depositary bank
incurs expenses in connection with the conversion of dividends or other cash
distributions paid in local currency into U.S. dollars and such expenses are
deducted from the amount of the dividend or distribution paid to holders,
resulting in a lower payout per underlying shares represented by the Depositary
Receipts than would be the case if the underlying share were held directly.
Certain tax considerations, including tax rate differentials and withholding
requirements, arising from the application of the tax laws of one nation to
nationals of another and from certain practices in the Depositary Receipts
market may also exist with respect to certain Depositary Receipts. In varying
degrees, any or all of these factors may affect the value of the Depositary
Receipts compared with the value of the underlying shares in the local market.
In addition, the rights of holders of Depositary Receipts may be different than
those of holders of the underlying shares, and the market for Depositary
Receipts may be less liquid than that for the underlying shares. Depositary
Receipts are registered securities pursuant to the Securities Act of 1933 and
may be subject to the reporting requirements of the Securities Exchange Act of
1934.

For the securities that are Depositary Receipts, currency fluctuations
will affect the United States dollar equivalent of the local currency price of
the underlying domestic share and, as a result, are likely to affect the value
of the Depositary Receipts and consequently the value of the securities. The
foreign issuers of securities that are Depositary Receipts may pay dividends in
foreign currencies which must be converted into United States dollars. Most
foreign currencies have fluctuated widely in value against the United States
dollar for many reasons, including supply and demand of the respective
currency, the soundness of the world economy and the strength of the respective
economy as compared to the economies of the United States and other countries.
Therefore, for any securities of issuers (whether or not they are in Depositary
Receipt form) whose earnings are stated in foreign currencies, or which pay
dividends in foreign currencies or which are traded in foreign currencies,
there is a risk that their United States dollar value will vary with
fluctuations in the United States dollar foreign exchange rates for the
relevant currencies.

Preferred Stock Risks. If set forth in Part A of the prospectus, a trust,
or issuers of securities held by a trust, may invest in preferred stock. If this
is the case, an investment in units should be made with an understanding of the
risks which an investment in preferred stocks entails, including the risk that
the financial condition of the issuers of the securities or the general
condition of the preferred stock market may worsen, and the value of the
preferred stocks and therefore the value of the units may decline. Preferred
stocks may be susceptible to general stock market movements and to volatile
increases and decreases of value as market confidence in and perceptions of the
issuers change. These perceptions are based on unpredictable factors, including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, market
liquidity, and global or regional political, economic or banking crises.
Preferred stocks are also vulnerable to congressional reductions in the
dividends-received deduction which would adversely affect the after-tax return
to the investors who can take advantage of the deduction. Such a reduction might
adversely affect the value of preferred stocks in general. Holders of preferred
stocks, as owners of the entity, have rights to receive payments from the
issuers of those preferred stocks that are generally subordinate to those of
creditors of, or holders of debt obligations or, in some cases, other senior
preferred stocks of, such issuers. Preferred stocks do not represent an
obligation of the issuer and, therefore, do not offer any assurance of income or
provide the same degree of protection of capital as do debt securities. The
issuance of additional debt securities or senior preferred stocks will create
prior claims for payment of principal and interest and senior dividends which
could adversely affect the ability and inclination of the issuer to declare or
pay dividends on its preferred stock or the rights of holders of preferred stock
with respect to assets of the issuer upon liquidation or bankruptcy. The value
of preferred stocks is subject to market fluctuations for as long as the
preferred stocks remain outstanding, and thus the value of the securities may be
expected to fluctuate over the life of the trust to values higher or lower than
those prevailing on the initial date of deposit.

Trust Preferred Securities Risks. If set forth in Part A of the
prospectus, a trust, or issuers of securities held by a trust, may invest in
trust preferred securities. Holders of trust preferred securities incur risks
in addition to or slightly different than the typical risks of holding
preferred stocks. Trust preferred securities are limited-life preferred
securities that are typically issued by corporations, generally in the form of
interest-bearing notes or preferred securities issued by corporations, or by an
affiliated business trust of a corporation, generally in the form of beneficial
interests in subordinated debentures issued by the corporation, or similarly
structured securities. The maturity and dividend rate of the trust preferred
securities are structured to match the maturity and coupon interest rate of the
interest-bearing notes, preferred securities or subordinated debentures. Trust
preferred securities usually mature on the stated maturity date of the
interest-bearing notes, preferred securities or subordinated debentures and may
be redeemed or liquidated prior to the stated maturity date of such instruments
for any reason on or after their stated call date or upon the occurrence of
certain circumstances at any time. Trust preferred securities generally have a
yield advantage over traditional preferred stocks, but unlike preferred stocks,
distributions on the trust preferred securities are generally treated as
interest rather than dividends for federal income tax purposes. Unlike most
preferred stocks, distributions received from trust preferred securities are
generally not eligible for the dividends-received deduction. Certain of the
risks unique to trust preferred securities include: (i) distributions on trust
preferred securities will be made only if interest payments on the
interest-bearing notes, preferred securities or subordinated debentures are
made; (ii) a corporation issuing the interest-bearing notes, preferred
securities or subordinated debentures may defer interest payments on these
instruments for up to 20 consecutive quarters and if such election is made,
distributions will not be made on the trust preferred securities during the
deferral period; (iii) certain tax or regulatory events may trigger the
redemption of the interest-bearing notes, preferred securities or subordinated
debentures by the issuing corporation and result in prepayment of the trust
preferred securities prior to their stated maturity date; (iv) future
legislation may be proposed or enacted that may prohibit the corporation from
deducting its interest payments on the interest-bearing notes, preferred
securities or subordinated debentures for tax purposes, making redemption of
these instruments likely; (v) a corporation may redeem the interest-bearing
notes, preferred securities or subordinated debentures in whole at any time or
in part from time to time on or after a stated call date; (vi) trust preferred
securities holders have very limited voting rights; and (vii) payment of
interest on the interest-bearing notes, preferred securities or subordinated
debentures, and therefore distributions on the trust preferred securities, is
dependent on the financial condition of the issuing corporation.

Convertible Securities Risks. If set forth in Part A of the prospectus, a
trust, or issuers of securities held by a trust, may invest in convertible
securities.

Convertible securities generally offer lower interest or dividend yields
than non-convertible fixed-income securities of similar credit quality because
of the potential for capital appreciation. The market values of convertible
securities tend to decline as interest rates increase and, conversely, to
increase as interest rates decline. However, a convertible security's market
value also tends to reflect the market price of the common stock of the issuing
company, particularly when the stock price is greater than the convertible
security's conversion price. The conversion price is defined as the
predetermined price or exchange ratio at which the convertible security can be
converted or exchanged for the underlying common stock. As the market price of
the underlying common stock declines below the conversion price, the price of
the convertible security tends to be increasingly influenced more by the yield
of the convertible security than by the market price of the underlying common
stock. Thus, it may not decline in price to the same extent as the underlying
common stock, and convertible securities generally have less potential for gain
or loss than common stocks. However, mandatory convertible securities (as
discussed below) generally do not limit the potential for loss to the same
extent as securities convertible at the option of the holder. In the event of a
liquidation of the issuing company, holders of convertible securities would be
paid before that company's common stockholders. Consequently, an issuer's
convertible securities generally entail less risk than its common stock.
However, convertible securities fall below debt obligations of the same issuer
in order of preference or priority in the event of a liquidation and are
typically unrated or rated lower than such debt obligations. In addition,
contingent payment, convertible securities allow the issuer to claim deductions
based on its nonconvertible cost of debt, which generally will result in
deduction in excess of the actual cash payments made on the securities (and
accordingly, holders will recognize income in amounts in excess of the cash
payments received).

Mandatory convertible securities are distinguished as a subset of
convertible securities because the conversion is not optional and the
conversion price at maturity is based solely upon the market price of the
underlying common stock, which may be significantly less than par or the price
(above or below par) paid. For these reasons, the risks associated with
investing in mandatory convertible securities most closely resemble the risks
inherent in common stocks. Mandatory convertible securities customarily pay a
higher coupon yield to compensate for the potential risk of additional price
volatility and loss upon conversion. Because the market price of a mandatory
convertible security increasingly corresponds to the market price of its
underlying common stock as the convertible security approaches its conversion
date, there can be no assurance that the higher coupon will compensate for the
potential loss.

Senior Loan Risks. If set forth in Part A of the prospectus, a trust, or
issuers of securities held by a trust, may invest in senior loans.

Senior loans in which a Closed-End Fund or an ETF may invest:

o generally are of below investment-grade or "junk" credit quality;

o may be unrated at the time of investment;

o generally are not registered with the SEC or any state securities
commission; and

o generally are not listed on any securities exchange.

The amount of public information available on senior loans generally will
be less extensive than that available for other types of assets.

No reliable, active trading market currently exists for many senior loans,
although a secondary market for certain senior loans has developed over the
past several years. Senior loans are thus relatively illiquid. Liquidity
relates to the ability of a Closed-End Fund or an ETF to sell an investment in
a timely manner at a price approximately equal to its value on the Closed-End
Fund's or the ETF's books. The illiquidity of senior loans may impair a
Closed-End Fund's or an ETF's ability to realize the full value of its assets
in the event of a voluntary or involuntary liquidation of such assets. Because
of the lack of an active trading market, illiquid securities are also difficult
to value and prices provided by external pricing services may not reflect the
true value of the securities. However, many senior loans are of a large
principal amount and are held by a large number of financial institutions. To
the extent that a secondary market does exist for certain senior loans, the
market may be subject to irregular trading activity, wide bid/ask spreads and
extended trade settlement periods. The market for senior loans could be
disrupted in the event of an economic downturn or a substantial increase or
decrease in interest rates. This could result in increased volatility in the
market and in the trusts' net asset value.

If legislation or state or federal regulators impose additional
requirements or restrictions on the ability of financial institutions to make
loans that are considered highly leveraged transactions, the availability of
senior loans for investment by the Closed-End Funds or the ETFs may be
adversely affected. In addition, such requirements or restrictions could reduce
or eliminate sources of financing for certain borrowers. This would increase
the risk of default. If legislation or federal or state regulators require
financial institutions to dispose of senior loans that are considered highly
leveraged transactions or subject such senior loans to increased regulatory
scrutiny, financial institutions may determine to sell such senior loans. Such
sales could result in depressed prices. If a Closed-End Fund or an ETF attempts
to sell a senior loan at a time when a financial institution is engaging in
such a sale, the price a Closed-End Fund or an ETF could get for the senior
loan may be adversely affected.

Some senior loans are subject to the risk that a court, pursuant to
fraudulent conveyance or other similar laws, could subordinate the senior loans
to presently existing or future indebtedness of the borrower or take other
action detrimental to lenders. Such court action could under certain
circumstances include invalidation of senior loans. Any lender, which could
include a Closed-End Fund or an ETF, is subject to the risk that a court could
find the lender liable for damages in a claim by a borrower arising under the
common laws of tort or contracts or anti-fraud provisions of certain securities
laws for actions taken or omitted to be taken by the lenders under the relevant
terms of a loan agreement or in connection with actions with respect to the
collateral underlying the senior loan.

Floating-Rate Securities Risk. If set forth in Part A of the prospectus, a
trust, or issuers of securities held by a trust may invest in floating-rate
securities. Certain Closed-End Funds or ETFs held by the trust may invest in
securities that are structured as floating-rate instruments in which the
interest rate payable on the obligations fluctuates on a periodic basis based
upon changes in a base lending rate. As a result, the yield on these securities
will generally decline in a falling interest rate environment, causing the
Closed-End Funds or the ETFs to experience a reduction in the income they
receive from these securities. A sudden and significant increase in market
interest rates may increase the risk of payment defaults and cause a decline in
the value of these investments and the value of the Closed-End Funds or the ETFs
held by the trust.

Small-Capitalization and Mid-Capitalization Stocks Risk. If set forth in
Part A of the prospectus, a trust may invest in small-capitalization or
mid-capitalization stocks. Investing in small-capitalization stocks or
mid-capitalization stocks may involve greater risk than investing in
large-capitalization stocks, since they can be subject to more abrupt or
erratic price movements. Many small market capitalization companies ("Small-Cap
Companies") or middle market capitalization companies ("Mid-Cap Companies")
will have had their securities publicly traded, if at all, for only a short
period of time and will not have had the opportunity to establish a reliable
trading pattern through economic cycles. The price volatility of Small-Cap
Companies and Mid-Cap Companies is relatively higher than larger, older and
more mature companies. The greater price volatility of Small-Cap Companies and
Mid-Cap Companies may result from the fact that there may be less market
liquidity, less information publicly available or fewer investors who monitor
the activities of these companies. In addition, the market prices of these
securities may exhibit more sensitivity to changes in industry or general
economic conditions. Some Small-Cap Companies or Mid-Cap Companies will not
have been in existence long enough to experience economic cycles or to
demonstrate whether they are sufficiently well managed to survive downturns or
inflationary periods. Further, a variety of factors may affect the success of a
company's business beyond the ability of its management to prepare or
compensate for them, including domestic and international political
developments, government trade and fiscal policies, patterns of trade and war
or other military conflict which may affect industries or markets or the
economy generally.

Administration of the Trust

Distributions to Unitholders. Income received by a trust is credited by
the trustee to the Income Account of the trust. Other receipts are credited to
the Capital Account of a trust. Income received by a trust will be distributed
on or shortly after the distribution dates each year shown in the prospectus on
a pro rata basis to unitholders of record as of the preceding record date shown
in the prospectus. However, if set forth in Part A of the prospectus that the
trust will prorate distributions on an annual basis ("Income Averaging"), then
income received by the trust will be distributed on a prorated basis of
one-twelfth of the estimated annual income to the trust for the ensuing 12
months. All distributions will be net of applicable expenses. There is no
assurance that any actual distributions will be made since all dividends
received may be used to pay expenses. In addition, excess amounts from the
Capital Account of a trust, if any, will be distributed at least annually to
the unitholders then of record. Proceeds received from the disposition of any
of the securities after a record date and prior to the following distribution
date will be held in the Capital Account and not distributed until the next
distribution date applicable to the Capital Account. The trustee shall be
required to make a distribution from the Capital Account if the cash balance on
deposit therein available for distribution shall be sufficient to distribute at
least $1.00 per 100 units. The trustee is not required to pay interest on funds
held in the Capital or Income Accounts (but may itself earn interest thereon
and therefore benefits from the use of such funds). The trustee is authorized
to reinvest any funds held in the Capital or Income Accounts, pending
distribution, in U.S. Treasury obligations which mature on or before the next
applicable distribution date. Any obligations so acquired must be held until
they mature and proceeds therefrom may not be reinvested.

The distribution to the unitholders as of each record date will be made on
the following distribution date or shortly thereafter and shall consist of an
amount substantially equal to such portion of the unitholders' pro rata share of
the dividend distributions then held in the Income Account after deducting
estimated expenses. Because dividends are not received by a trust at a constant
rate throughout the year, such distributions to unitholders are expected to
fluctuate. However, if the trust uses Income Averaging, the trust prorates the
income distribution on an annual basis and annual income distributions are
expected to vary from year to year. If the amount on deposit in the Income
Account is insufficient for payment of the amount of income to be distributed on
a monthly basis, the trustee shall advance out of its own funds and cause to be
deposited in and credited to such Income Account such amount as may be required
to permit payment of the monthly income distribution. The trustee shall be
entitled to be reimbursed by the trust, without interest, out of income received
by the trust subsequent to the date of such advance and subject to the condition
that any such reimbursement shall be made only if it will not reduce the funds
in or available for the Income Account to an amount less than required for the
next ensuing distribution. Persons who purchase units will commence receiving
distributions only after such person becomes a record owner. A person will
become the owner of units, and thereby a unitholder of record, on the date of
settlement provided payment has been received. Notification to the trustee of
the transfer of units is the responsibility of the purchaser, but in the normal
course of business such notice is provided by the selling broker-dealer.

The trustee will periodically deduct from the Income Account of a trust
and, to the extent funds are not sufficient therein, from the Capital Account
of a trust amounts necessary to pay the expenses of a trust. The trustee also
may withdraw from said accounts such amounts, if any, as it deems necessary to
establish a reserve for any governmental charges payable out of a trust.
Amounts so withdrawn shall not be considered a part of a trust's assets until
such time as the trustee shall return all or any part of such amounts to the
appropriate accounts. In addition, the trustee may withdraw from the Income and
Capital Accounts of a trust such amounts as may be necessary to cover
redemptions of units.

Distribution Reinvestment. Unitholders may elect to have distributions of
capital (including capital gains) or dividends, if any, or both automatically
invested into additional units of their trust without a sales fee.

Your trust will pay any deferred sales fee per unit regardless of any
sales fee discounts. However, if you elect to have distributions on your units
reinvested into additional units of your trust, you will be credited the amount
of any remaining deferred sales charge on such additional units at the time of
reinvestment.

Unitholders who are receiving distributions in cash may elect to
participate in distribution reinvestment by filing with the Program Agent an
election to have such distributions reinvested without charge. Such election
must be received by the Program Agent at least ten days prior to the record
date applicable to any distribution in order to be in effect for such record
date. Any such election shall remain in effect until a subsequent notice is
received by the Program Agent.

The Program Agent is The Bank of New York Mellon. All inquiries concerning
participating in distribution reinvestment should be directed to The Bank of
New York Mellon at its Unit Investment Trust Division office.

Statements to Unitholders. With each distribution, the trustee will
furnish to each registered holder a statement of the amount of income and the
amount of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per unit.

The accounts of a trust will not be audited annually unless the sponsor
determines that such an audit would be in the best interest of the unitholders
of the trust. If an audit is conducted, it will be done at the related trust's
expense, by independent public accountants designated by the sponsor. The
accountants' report will be furnished by the trustee to any unitholder upon
written request. Within a reasonable period of time after the end of each
calendar year, the trustee shall furnish to each person who at any time during
the calendar year was a unitholder of a trust a statement, covering the
calendar year, generally setting forth for the trust:

(A) As to the Income Account:

(1) Income received;

(2) Deductions for applicable taxes and for fees and expenses of the
trust and for redemptions of units, if any; and

(3) The balance remaining after such distributions and deductions,
expressed in each case both as a total dollar amount and as a
dollar amount representing the pro rata share of each unit
outstanding on the last business day of such calendar year; and

(B) As to the Capital Account:

(1) The dates of disposition of any securities and the net proceeds
received therefrom;

(2) Deductions for payment of applicable taxes and fees and expenses
of the trust; and

(3) The balance remaining after such distributions and deductions
expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each unit outstanding on the
last business day of such calendar year; and

(1) A list of the securities as of the last business day of such
calendar year;

(2) The number of units outstanding on the last business day of such
calendar year;

(3) The redemption price based on the last evaluation made during
such calendar year; and

(4) The amount actually distributed during such calendar year from
the Income and Capital Accounts separately stated, expressed both
as total dollar amounts and as dollar amounts per unit
outstanding on the record dates for each such distribution.

Rights of Unitholders. A unitholder may at any time tender units to the
trustee for redemption. The death or incapacity of any unitholder will not
operate to terminate a trust nor entitle legal representatives or heirs to
claim an accounting or to bring any action or proceeding in any court for
partition or winding up of a trust. No unitholder shall have the right to
control the operation and management of a trust in any manner, except to vote
with respect to the amendment of the trust agreement or termination of a
trust.

Amendment and Termination. The trust agreement may be amended by the
trustee and the sponsor without the consent of any of the unitholders: (i) to
cure any ambiguity or to correct or supplement any provision which may be
defective or inconsistent; (ii) to change any provision thereof as may be
required by the Securities and Exchange Commission or any successor
governmental agency; (iii) to make such provisions as shall not materially
adversely affect the interests of the unitholders; or (iv) to make such other
amendments as may be necessary for a trust to qualify as a regulated investment
company, in the case of a trust which has elected to qualify as such. The trust
agreement with respect to any trust may also be amended in any respect by the
sponsor and the trustee, or any of the provisions thereof may be waived, with
the consent of the holders of units representing 66 2/3% of the units then
outstanding of the trust, provided that no such amendment or waiver will reduce
the interest of any unitholder thereof without the consent of such unitholder
or reduce the percentage of units required to consent to any such amendment or
waiver without the consent of all unitholders of the trust. In no event shall
the trust agreement be amended to increase the number of units of a trust
issuable thereunder, to permit the acquisition of any securities in addition to
or in substitution for those initially deposited in the trust or to adversely
affect the characterization of a trust as a regulated investment company for
federal income tax purposes, except in accordance with the provisions of the
trust agreement. The trustee shall promptly notify unitholders of the substance
of any such amendment.

The trust agreement provides that a trust shall terminate upon the
liquidation, redemption or other disposition of the last of the securities held
in the trust but in no event is it to continue beyond the mandatory termination
date set forth in Part A of the prospectus. If the value of a trust shall be
less than the applicable minimum value stated in the prospectus, the trustee
may, in its discretion, and shall, when so directed by the sponsor, terminate
the trust. A trust may be terminated at any time by the holders of units
representing 66 2/3% of the units thereof then outstanding. In addition, the
sponsor may terminate a trust if it is based on a security index and the index
is no longer maintained.

Beginning nine business days prior to, but no later than, the mandatory
termination date described in the prospectus, the trustee may begin to sell all
of the remaining underlying securities on behalf of unitholders in connection
with the termination of the trust. The sponsor may assist the trustee in these
sales and receive compensation to the extent permitted by applicable law. The
sale proceeds will be net of any incidental expenses involved in the sales.

The trustee will attempt to sell the securities as quickly as it can during
the termination proceedings without, in its judgment, materially adversely
affecting the market price of the securities, but it is expected that all of the
securities will in any event be disposed of within a reasonable time after a
trust's termination. The sponsor does not anticipate that the period will be
longer than one month, and it could be as short as one day, depending on the
liquidity of the securities being sold. The liquidity of any security depends on
the daily trading volume of the security and the amount that the sponsor has
available for sale on any particular day. Of course, no assurances can be given
that the market value of the securities will not be adversely affected during
the termination proceedings.

Within a reasonable period after termination, the trustee will sell any
securities remaining in a trust and, after paying all expenses and charges
incurred by the trust, will distribute to unitholders thereof their pro rata
share of the balances remaining in the Income and Capital Accounts of the
trust.

The sponsor currently intends, but is not obligated, to offer for sale
units of a subsequent series of certain trusts at approximately one year after
the inception date of such trusts. If the sponsor does offer such units for
sale, unitholders may be given the opportunity to purchase such units at a
public offering price which includes a reduced sales fee. There is, however, no
assurance that units of any new series of a trust will be offered for sale at
that time, or if offered, that there will be sufficient units available for
sale to meet the requests of any or all unitholders.

The Trustee. The trustee is The Bank of New York Mellon, a trust company
organized under the laws of New York. The Bank of New York Mellon has its Unit
Investment Trust Division offices at 2 Hanson Place, 12th Fl., Brooklyn, New
York 11217, telephone 1-800-701-8178. The Bank of New York Mellon is subject to
supervision and examination by the Superintendent of Banks of the State of New
York and the Board of Governors of the Federal Reserve System, and its deposits
are insured by the Federal Deposit Insurance Corporation to the extent
permitted by law.

The trustee, whose duties are ministerial in nature, has not participated
in selecting the portfolio of any trust. In accordance with the trust
agreement, the trustee shall keep records of all transactions at its office.
Such records shall include the name and address of, and the number of units
held by, every unitholder of a trust. Such books and records shall be open to
inspection by any unitholder at all reasonable times during usual business
hours. The trustee shall make such annual or other reports as may from time to
time be required under any applicable state or federal statute, rule or
regulation. The trustee shall keep a certified copy or duplicate original of
the trust agreement on file in its office available for inspection at all
reasonable times during usual business hours by any unitholder, together with a
current list of the securities held in each trust. Pursuant to the trust
agreement, the trustee may employ one or more agents for the purpose of custody
and safeguarding of securities comprising a trust.

Under the trust agreement, the trustee or any successor trustee may resign
and be discharged of a trust created by the trust agreement by executing an
instrument in writing and filing the same with the sponsor. The trustee or
successor trustee must mail a copy of the notice of resignation to all
unitholders then of record, not less than sixty days before the date specified
in such notice when such resignation is to take effect. The sponsor upon
receiving notice of such resignation is obligated to appoint a successor trustee
promptly. If, upon such resignation, no successor trustee has been appointed and
has accepted the appointment within thirty days after notification, the retiring
trustee may apply to a court of competent jurisdiction for the appointment of a
successor. The sponsor may at any time remove the trustee, with or without
cause, and appoint a successor trustee as provided in the trust agreement.
Notice of such removal and appointment shall be mailed to each unitholder by the
sponsor. Upon execution of a written acceptance of such appointment by such
successor trustee, all the rights, powers, duties and obligations of the
original trustee shall vest in the successor. The trustee must be a corporation
organized under the laws of the United States, or any state thereof, be
authorized under such laws to exercise trust powers and have at all times an
aggregate capital, surplus and undivided profits of not less than $5,000,000.

The Sponsor. Guggenheim Funds Distributors, LLC specializes in the
creation, development and distribution of investment solutions for advisors and
their valued clients. Guggenheim Funds Distributors, LLC was created as Ranson
& Associates, Inc. in 1995 and is the successor sponsor to unit investment
trusts formerly sponsored by EVEREN Unit Investment Trusts, a service of EVEREN
Securities, Inc. Guggenheim Funds Distributors, LLC is also the sponsor and
successor sponsor of Series of Ranson Unit Investment Trusts and The Kansas
Tax-Exempt Trust and Multi-State Series of The Ranson Municipal Trust. On
October 29, 2001, Ranson & Associates, Inc. was acquired by Claymore Group LLC.
The sale to Claymore Group LLC was financed by a loan from The Bank of New York
Mellon, the trustee. In November 2001, the sponsor changed its name from Ranson
& Associates, Inc. to Claymore Securities, Inc. On October 14, 2009, Guggenheim
Partners, LLC acquired Claymore Securities, Inc. Since the finalization of the
acquisition, Claymore Securities, Inc. has been operating as a subsidiary of
Guggenheim Partners, LLC. On September 27, 2010, Claymore Securities, Inc.
officially changed its name to Guggenheim Funds Distributors, LLC.

Guggenheim Funds Distributors, LLC has been active in public and corporate
finance, has underwritten closed-end funds and has sold bonds, mutual funds,
closed-end funds, exchange-traded funds, structured products and unit
investment trusts and maintained secondary market activities relating thereto.
At present, Guggenheim Funds Distributors, LLC which is a member of the
Financial Industry Regulatory Authority (FINRA), is the sponsor to each of the
above-named unit investment trusts. The sponsor's offices are located at 2455
Corporate West Drive, Lisle, Illinois 60532.

If at any time the sponsor shall fail to perform any of its duties under
the trust agreement or shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or shall have its affairs taken over by public
authorities, then the trustee may (i) appoint a successor sponsor at rates of
compensation deemed by the trustee to be reasonable and not exceeding such
reasonable amounts as may be prescribed by the Securities and Exchange
Commission; (ii) terminate the trust agreement and liquidate any trust as
provided therein; or (iii) continue to act as trustee without terminating the
trust agreement.

The Supervisor and the Evaluator. Guggenheim Funds Distributors, LLC, the
sponsor, also serves as evaluator and supervisor. The evaluator and supervisor
may resign or be removed by the trustee in which event the trustee is to use
its best efforts to appoint a satisfactory successor. Such resignation or
removal shall become effective upon acceptance of appointment by the successor
evaluator. If upon resignation of the evaluator no successor has accepted
appointment within thirty days after notice of resignation, the evaluator may
apply to a court of competent jurisdiction for the appointment of a successor.
Notice of such registration or removal and appointment shall be mailed by the
trustee to each unitholder. As evaluator, Guggenheim Funds Distributors, LLC
utilizes the trustee to perform certain evaluation services.

Limitations on Liability. The sponsor is liable for the performance of its
obligations arising from its responsibilities under the trust agreement, but
will be under no liability to the unitholders for taking any action or
refraining from any action in good faith pursuant to the trust agreement or for
errors in judgment, except in cases of its own gross negligence, bad faith or
willful misconduct or its reckless disregard for its duties thereunder. The
sponsor shall not be liable or responsible in any way for depreciation or loss
incurred by reason of the sale of any securities.

The trust agreement provides that the trustee shall be under no liability
for any action taken in good faith in reliance upon prima facie properly
executed documents or for the disposition of moneys, securities or certificates
except by reason of its own gross negligence, bad faith or willful misconduct,
or its reckless disregard for its duties under the trust agreement, nor shall
the trustee be liable or responsible in any way for depreciation or loss
incurred by reason of the sale by the trustee of any securities. In the event
that the sponsor shall fail to act, the trustee may act and shall not be liable
for any such action taken by it in good faith. The trustee shall not be
personally liable for any taxes or other governmental charges imposed upon or
in respect of the securities or upon the interest thereof. In addition, the
trust agreement contains other customary provisions limiting the liability of
the trustee.

The unitholders may rely on any evaluation furnished by the evaluator and
shall have no responsibility for the accuracy thereof. The trust agreement
provides that the determinations made by the evaluator shall be made in good
faith upon the basis of the best information available to it, provided,
however, that the evaluator shall be under no liability to the trustee or
unitholders for errors in judgment, but shall be liable for its gross
negligence, bad faith or willful misconduct or its reckless disregard for its
obligations under the trust agreement.

Expenses of the Trust

The sponsor does not charge a trust an annual advisory fee. The sponsor
will receive a portion of the sale commissions paid in connection with the
purchase of units and will share in profits, if any, related to the deposit of
securities in the trust. The sponsor and/or its affiliates do, also, receive an
annual fee as set forth in Part A of the prospectus for maintaining
surveillance over the portfolio and for performing certain administrative
services for the trust (the "Sponsor's Supervisory Fee"). In providing such
supervisory services, the sponsor may purchase research from a variety of
sources, which may include dealers of the trusts. If so provided in Part A of
the prospectus, the sponsor may also receive an annual fee for providing
bookkeeping and administrative services for a trust (the "Bookkeeping and
Administrative Fee"). Such services may include, but are not limited to, the
preparation of various materials for unitholders and providing account
information to the unitholders. If so provided in Part A of the prospectus, the
evaluator may also receive an annual fee for performing evaluation services for
the trusts (the "Evaluator's Fee"). In addition, if so provided in Part A of
the prospectus, a trust may be charged an annual licensing fee to cover
licenses for the use of service marks, trademarks, trade names and intellectual
property rights and/or for the use of databases and research. The trust will
bear all operating expenses. Estimated annual trust operating expenses are as
set forth in Part A of the prospectus; if actual expenses are higher than the
estimate, the excess will be borne by the trust. The estimated expenses include
listing fees but do not include the brokerage commissions and other
transactional fees payable by the trust in purchasing and selling securities.

The trustee receives for its services that fee set forth in Part A of the
prospectus. The trustee's fee, which is paid monthly, is based on the largest
number of units of a trust outstanding at any time during the primary offering
period. After the primary offering period, the fee shall accrue daily and be
based on the number of units outstanding on the first business day of each
calendar year in which the fee is calculated or the number of units outstanding
at the end of the primary offering period, as appropriate. The Sponsor's
Supervisory Fee, the Bookkeeping and Administrative Fee and the Evaluator's Fee
are paid monthly and are based on the largest number of units of a trust
outstanding at any time during the primary offering period. After the primary
offering period, these fees shall accrue daily and be based on the number of
units outstanding on the first business day of each calendar year in which a fee
is calculated or the number of units outstanding at the end of the primary
offering period, as appropriate. The trustee benefits to the extent there are
funds for future distributions, payment of expenses and redemptions in the
Capital and Income Accounts since these Accounts are non-interest bearing and
the amounts earned by the trustee are retained by the trustee. Part of the
trustee's compensation for its services to a trust is expected to result from
the use of these funds. In addition, the Sponsor's Supervisory Fee, Bookkeeping
and Administrative Fee, Evaluator's Fee and the Trustee's Fee may be adjusted in
accordance with the cumulative percentage increase of the United States
Department of Labor's Consumer Price Index entitled "All Services Less Rent"
since the establishment of the trust. In addition, with respect to any fees
payable to the sponsor or an affiliate of the sponsor for providing bookkeeping
and other administrative services, supervisory services and evaluation services,
such individual fees may exceed the actual costs of providing such services for
a trust, but at no time will the total amount received for such services, in the
aggregate, rendered to all unit investment trusts of which Guggenheim Funds
Distributors, LLC is the sponsor in any calendar year exceed the actual cost to
the sponsor or its affiliates of supplying such services, in the aggregate, in
such year. In addition, the trustee may reimburse the sponsor out of its own
assets for services performed by employees of the sponsor in connection with the
operation of your trust.

The trust will also pay a fee to the sponsor for creating and developing
the trust, including determining the trust's objective, policies, composition
and size, selecting service providers and information services, and for
providing other similar administrative and ministerial functions. Your trust
pays this "creation and development fee" as a fixed dollar amount at the close
of the initial offering period. The sponsor does not use the fee to pay
distribution expenses or as compensation for sales efforts.

The following additional charges are or may be incurred by the trust: (i)
fees for the trustee's extraordinary services; (ii) expenses of the trustee
(including legal and auditing expenses, but not including any fees and expenses
charged by an agent for custody and safeguarding of securities) and of counsel,
if any; (iii) various governmental charges; (iv) expenses and costs of any
action taken by the trustee to protect the trust or the rights and interests of
the unitholders; (v) indemnification of the trustee for any loss, liability or
expense incurred by it in the administration of the trust not resulting from
gross negligence, bad faith or willful misconduct on its part; (vi)
indemnification of the sponsor for any loss, liability or expense incurred in
acting in that capacity without gross negligence, bad faith or willful
malfeasance or its reckless disregard for its obligations under the trust
agreement; (vii) any offering costs incurred after the end of the initial
offering period; and (viii) expenditures incurred in contacting unitholders upon
termination of the trust. The fees and expenses set forth herein are payable out
of a trust and, when owing to the trustee, are secured by a lien on the trust.
Since the securities are all stocks, and the income stream produced by dividend
payments, if any, is unpredictable, the sponsor cannot provide any assurance
that dividends will be sufficient to meet any or all expenses of a trust. If the
balances in the Income and Capital Accounts are insufficient to provide for
amounts payable by the trust, the trustee has the power to sell securities to
pay such amounts. These sales may result in capital gains or losses to
unitholders. It is expected that the income stream produced by dividend payments
may be insufficient to meet the expenses of a trust and, accordingly, it is
expected that securities will be sold to pay all of the fees and expenses of the
trust.

The trust shall also bear the expenses associated with updating the
trust's registration statement and maintaining registration or qualification of
the units and/or a trust under federal or state securities laws subsequent to
initial registration. Such expenses shall include legal fees, accounting fees,
typesetting fees, electronic filing expenses and regulatory filing fees. The
expenses associated with updating registration statements have been
historically paid by a unit investment trust's sponsor.

Portfolio Transactions and Brokerage Allocation

When a trust sells securities, the composition and diversity of the
securities in the trust may be altered. In order to obtain the best price for a
trust, it may be necessary for the supervisor to specify minimum amounts (such
as 100 shares) in which blocks of securities are to be sold. In effecting
purchases and sales of a trust's portfolio securities, the sponsor may direct
that orders be placed with and brokerage commissions be paid to brokers,
including brokers which may be affiliated with the trust, the sponsor or
dealers participating in the offering of units.

Purchase, Redemption and Pricing of Units

Public Offering Price. Units of a trust are offered at the public offering
price (which is based on the aggregate underlying value of the securities in the
trust and includes the initial sales fee plus a pro rata share of any
accumulated amounts in the accounts of the trust). The initial sales fee is
equal to the difference between the maximum sales fee and the sum of the
remaining deferred sales fee and the creation and development fee ("C&D Fee").
The maximum sales fee is set forth in Part A of the prospectus. The deferred
sales fee and the C&D Fee will be collected as described in this prospectus.
Units purchased subsequent to the initial deferred sales fee payment will be
subject to the initial sales fee, the remaining deferred sales fee payments and
the C&D Fee. Units sold or redeemed prior to such time as the entire applicable
deferred sales fee has been collected will be assessed the remaining deferred
sales fee at the time of such sale or redemption. During the initial offering
period, a portion of the public offering price includes an amount of securities
to pay for all or a portion of the costs incurred in establishing a trust
("organization costs"). These organization costs include the cost of preparing
the registration statement, the trust indenture and other closing documents,
registering units with the Securities and Exchange Commission and states, the
initial audit of the trust portfolio, legal fees, fees paid to a portfolio
consultant for assisting the sponsor in selecting the trust's portfolio, and the
initial fees and expenses of the trustee. These costs will be deducted from a
trust as of the end of the initial offering period or after six months, at the
discretion of the sponsor. As indicated above, the initial public offering price
of the units was established by dividing the aggregate underlying value of the
securities by the number of units outstanding. Such price determination as of
the opening of business on the date a trust was created was made on the basis of
an evaluation of the securities in the trust prepared by the evaluator. After
the opening of business on this date, the evaluator will appraise or cause to be
appraised daily the value of the underlying securities as of the close of the
New York Stock Exchange on days the New York Stock Exchange is open and will
adjust the public offering price of the units commensurate with such valuation.
Such public offering price will be effective for all orders properly received at
or prior to the close of trading on the New York Stock Exchange on each such
day. Orders received by the trustee, sponsor or any dealer for purchases, sales
or redemptions after that time, or on a day when the New York Stock Exchange is
closed, will be held until the next determination of price.

The value of the securities is determined on each business day by the
evaluator based on the closing sale prices on a national securities exchange or
the NASDAQ National Market System or by taking into account the same factors
referred to under "Computation of Redemption Price."

Public Distribution of Units. During the initial offering period, units of
a trust will be distributed to the public at the public offering price thereof.
Upon the completion of the initial offering, units which remain unsold or which
may be acquired in the secondary market may be offered at the public offering
price determined in the manner provided above.

The sponsor intends to qualify units of a trust for sale in a number of
states. Units will be sold through dealers who are members of FINRA and through
others. Broker-dealers and others will be allowed a concession or agency
commission in connection with the distribution of units during the initial
offering period as set forth in the prospectus.

The sponsor reserves the right to reject, in whole or in part, any order
for the purchase of units.

Sponsor Profits. The sponsor will receive gross sales fees equal to the
percentage of the public offering price of the units of a trust described in
the prospectus. In addition, the sponsor may realize a profit (or sustain a
loss) as of the date a trust is created resulting from the difference between
the purchase prices of the securities to the sponsor and the cost of such
securities to the trust. Thereafter, on subsequent deposits the sponsor may
realize profits or sustain losses from such deposits. The sponsor may realize
additional profits or losses during the initial offering period on unsold units
as a result of changes in the daily market value of the securities in the
trust.

Market for Units. After the initial offering period, the sponsor may
maintain a market for units of a trust offered hereby and continuously offer to
purchase said units at prices, determined by the evaluator, based on the value
of the underlying securities. Unitholders who wish to dispose of their units
should inquire of their broker as to current market prices in order to
determine whether there is in existence any price in excess of the redemption
price and, if so, the amount thereof. Unitholders who sell or redeem units
prior to such time as the entire deferred sales fee on such units has been
collected will be assessed the amount of the remaining deferred sales fee at
the time of such sale or redemption. The offering price of any units resold by
the sponsor will be in accord with that described in the currently effective
prospectus describing such units. Any profit or loss resulting from the resale
of such units will belong to the sponsor. If the sponsor decides to maintain a
secondary market, it may suspend or discontinue purchases of units of the trust
if the supply of units exceeds demand, or for other business reasons.

Redemption. A unitholder who does not dispose of units in the secondary
market described above may cause units to be redeemed by the trustee by making a
written request to the trustee at its Unit Investment Trust Division office in
the city of New York. Unitholders must sign the request, and such transfer
instrument, exactly as their names appear on the records of the trustee. If the
amount of the redemption is $500 or less and the proceeds are payable to the
unitholder(s) of record at the address of record, no signature guarantee is
necessary for redemptions by individual account owners (including joint owners).
Additional documentation may be requested, and a signature guarantee is always
required, from corporations, executors, administrators, trustees, guardians or
associations. The signatures must be guaranteed by a participant in the
Securities Transfer Agents Medallion Program ("STAMP") or such other signature
guaranty program in addition to, or in substitution for, STAMP, as may be
accepted by the trustee.

Redemption shall be made by the trustee no later than the third business
day following the day on which a tender for redemption is received (the
"Redemption Date") by payment of cash equivalent to the redemption price,
determined as set forth below under "Computation of Redemption Price," as of
the close of the New York Stock Exchange next following such tender, multiplied
by the number of units being redeemed. Any units redeemed shall be canceled and
any undivided fractional interest in the related trust extinguished. The price
received upon redemption might be more or less than the amount paid by the
unitholder depending on the value of the securities in the trust at the time of
redemption. Unitholders who sell or redeem units prior to such time as the
entire deferred sales fee on such units has been collected will be assessed the
amount of the remaining deferred sales fee at the time of such sale or
redemption. Certain broker-dealers may charge a transaction fee for processing
redemption requests.

Under regulations issued by the Internal Revenue Service, the trustee is
required to withhold a specified percentage of the principal amount of a unit
redemption if the trustee has not been furnished the redeeming unitholder's tax
identification number in the manner required by such regulations. Any amount so
withheld is transmitted to the Internal Revenue Service and may be recovered by
the unitholder only when filing a tax return. Under normal circumstances the
trustee obtains the unitholder's tax identification number from the selling
broker. However, any time a unitholder elects to tender units for redemption,
such unitholder should make sure that the trustee has been provided a certified
tax identification number in order to avoid this possible "back-up
withholding." In the event the trustee has not been previously provided such
number, one must be provided at the time redemption is requested. Any amounts
paid on redemption representing unpaid dividends shall be withdrawn from the
Income Account of a trust to the extent that funds are available for such
purpose. All other amounts paid on redemption shall be withdrawn from the
Capital Account for a trust.

Unitholders tendering units for redemption may request an in-kind
distribution (a "Distribution In Kind") from the trustee in lieu of cash
redemption. A unitholder may request a Distribution In Kind of an amount and
value of securities per unit equal to the redemption price per unit as
determined as of the evaluation time next following the tender, provided that
the tendering unitholder is (i) entitled to receive at least $25,000 of proceeds
as part of his or her distribution or if he paid at least $25,000 to acquire the
units being tendered; and (ii) the unitholder has elected to redeem at least
thirty business days prior to the termination of the trust. If the unitholder
meets these requirements, a Distribution In Kind will be made by the trustee
through the distribution of each of the securities of the trust in book entry
form to the account of the unitholder's bank or broker-dealer at Depository
Trust Company. The tendering unitholder shall be entitled to receive whole
shares of each of the securities comprising the portfolio of the trust and cash
from the Capital Account equal to the fractional shares to which the tendering
unitholder is entitled. The trustee shall make any adjustments necessary to
reflect differences between the redemption price of the units and the value of
the securities distributed in kind as of the date of tender. If funds in the
Capital Account are insufficient to cover the required cash distribution to the
tendering unitholder, the trustee may sell securities. The in-kind redemption
option may be terminated by the sponsor at any time. The trustee is empowered to
sell securities in order to make funds available for the redemption of units. To
the extent that securities are sold or redeemed in kind, the size of a trust
will be, and the diversity of a trust may be, reduced but each remaining unit
will continue to represent approximately the same proportional interest in each
security. Sales may be required at a time when securities would not otherwise be
sold and may result in lower prices than might otherwise be realized. The price
received upon redemption may be more or less than the amount paid by the
unitholder depending on the value of the securities in the portfolio at the time
of redemption.

Unitholders of a trust that holds closed-end funds or other investment
company securities who request a Distribution In Kind will be subject to any
12b-1 Fees or other service or distribution fees applicable to the underlying
securities.

The right of redemption may be suspended and payment postponed for more
than three business days following the day on which tender for redemption is
made (i) for any period during which the New York Stock Exchange is closed,
other than customary weekend and holiday closings, or during which (as
determined by the Securities and Exchange Commission) trading on the New York
Stock Exchange is restricted; (ii) for any period during which an emergency
exists as a result of which disposal by the trustee of securities is not
reasonably practicable or it is not reasonably practicable to fairly determine
the value of the underlying securities in accordance with the trust agreement;
or (iii) for such other period as the Securities and Exchange Commission may by
order permit. The trustee is not liable to any person in any way for any loss
or damage which may result from any such suspension or postponement.

Computation of Redemption Price. The redemption price per unit (as well as
the secondary market public offering price) will generally be determined on the
basis of the last sale price of the securities in a trust. The redemption price
per unit is the pro rata share of each unit in a trust determined generally on
the basis of (i) the cash on hand in the trust or moneys in the process of being
collected; and (ii) the value of the securities in the trust less (a) amounts
representing taxes or other governmental charges payable out of the trust, (b)
any amount owing to the trustee for its advances and (c) the accrued expenses or
remaining deferred sales fees of the trust. During the initial offering period,
the redemption price and the secondary market repurchase price will also include
estimated organizational costs. The evaluator may determine the value of the
securities in the trust in the following manner: if the securities are listed on
a national or foreign securities exchange or the NASDAQ National Market System,
such evaluation shall generally be based on the last available sale price on or
immediately prior to the Evaluation Time on the exchange or NASDAQ National
Market System which is the principal market therefor, which shall be deemed to
be the New York Stock Exchange if the securities are listed thereon (unless the
evaluator deems such price inappropriate as a basis for evaluation) or, if there
is no such available sale price on such exchange, at the last available bid
prices (offer prices for primary market purchases) of the securities. Securities
not listed on the New York Stock Exchange but principally traded on the NASDAQ
National Market System will be valued at the NASDAQ National Market System's
official closing price. If the securities are not so listed or, if so listed,
the principal market therefor is other than on such exchange or there is no such
available sale price on such exchange, such evaluation shall generally be based
on the following methods or any combination thereof whichever the evaluator
deems appropriate: (i) on the basis of the current bid price (offer prices for
primary market purchases) for comparable securities (unless the evaluator deems
such price inappropriate as a basis for evaluation); (ii) by determining the
valuation of the securities on the bid side (offer side for primary market
purchases) of the market by appraisal; or (iii) by any combination of the above.
Notwithstanding the foregoing, the evaluator or its designee, will generally
value foreign securities primarily traded on foreign exchanges at their fair
value which may be other than their market price. If the trust holds securities
denominated in a currency other than U.S. dollars, the evaluation of such
security is based upon U.S. dollars based on current bid side (offer side for
primary market purchases) exchange rates (unless the evaluator deems such prices
inappropriate as a basis for valuation).

Retirement Plans. A trust may be well suited for purchase by Individual
Retirement Accounts, Keogh Plans, pension funds and other qualified retirement
plans. Generally, capital gains and income received under each of the foregoing
plans are deferred from federal taxation. All distributions from such plans are
generally treated as ordinary income but may, in some cases, be eligible for
special income averaging or tax deferred rollover treatment. Investors
considering participation in any such plan should review specific tax laws
related thereto and should consult their attorneys or tax advisers with respect
to the establishment and maintenance of any such plan. Such plans are offered
by brokerage firms and other financial institutions. The trust will lower the
minimum investment requirement for IRA accounts to 1 unit. Fees and charges
with respect to such plans may vary.

Ownership of Units. Ownership of units will not be evidenced by
certificates. All evidence of ownership of units will be recorded in book entry
form at Depository Trust Company ("DTC") through an investor's brokers'
account. Units held through DTC will be registered in the nominee name of Cede
& Co. Individual purchases of beneficial ownership interest in the trust will
be made in book entry form through DTC. Ownership and transfer of units will be
evidenced and accomplished by book entries made by DTC and its participants.
DTC will record ownership and transfer of the units among DTC participants and
forward all notices and credit all payments received in respect of the units
held by the DTC participants. Beneficial owners of units will receive written
confirmation of their purchases and sale from the broker dealer or bank from
whom their purchase was made. Units are transferable by making a written
request properly accompanied by a written instrument or instruments of transfer
which should be sent registered or certified mail for the protection of the
unitholder. Record holders must sign such written request exactly as their
names appear on the records of the trust. The signatures must be guaranteed by
a participant in the STAMP or such other signature guaranty program in addition
to, or in substitution for, STAMP, as may be acceptable by the trustee.

Units may be purchased in denominations of one unit or any multiple
thereof, subject to the minimum investment requirement. Fractions of units, if
any, will be computed to three decimal places.

Taxes

This section summarizes some of the main U.S. federal income tax
consequences of owning units of a trust. This section is current as of the date
of this prospectus. Tax laws and interpretations change frequently, and these
summaries do not describe all of the tax consequences to all taxpayers. For
example, these summaries generally do not describe your situation if you are a
corporation, a non-U.S. person, a broker/dealer, or other investor with special
circumstances. In addition, this section does not describe your state, local or
foreign tax consequences.

This federal income tax summary is based in part on the advice and opinion
of counsel to the sponsor. The Internal Revenue Service could disagree with any
conclusions set forth in this section. In addition, our counsel was not asked to
review, and has not reached a conclusion with respect to the federal income tax
treatment of the assets to be deposited in your trust. This may not be
sufficient for you to use for the purpose of avoiding penalties under federal
tax law.

As with any investment, you should seek advice based on your individual
circumstances from your own tax advisor.

Assets of the Trusts. The trusts are expected to hold shares of stock in
corporations (the "Stocks") that are treated as equity for federal income tax
purposes.

It is possible that a trust will also hold other assets, including assets
that are treated differently for federal income tax purposes from those
described above, in which case you will have federal income tax consequences
different from or in addition to those described in this section. All of the
assets held by the trust constitute the "Trust Assets." Neither our counsel nor
we have analyzed the proper federal income tax treatment of the Trust Assets
and thus neither our counsel nor we have reached a conclusion regarding the
federal income tax treatment of the Trust Assets.

Trust Status. If your trust is at all times operated in accordance with
the documents establishing the trust and certain requirements of federal income
tax law are met, the trust will not be taxed as a corporation for federal
income tax purposes. As a unit owner, you will be treated as the owner of a pro
rata portion of each of the Trust Assets, and as such you will be considered to
have received a pro rata share of income (e.g., dividends and capital gains, if
any) from each Trust Asset when such income would be considered to be received
by you if you directly owned the Trust Assets. This is true even if you elect
to have your distributions reinvested into additional units. In addition, the
income from Trust Assets that you must take into account for federal income tax
purposes is not reduced by amounts used to pay sales charges or trust expenses.

Income from a trust may also be subject to a 3.8% "Medicare tax." This tax
generally applies to your net investment income if your adjusted gross income
exceeds certain threshold amounts, which are $250,000 in the case of married
couples filing joint returns and $200,000 in the case of single individuals.

Your Tax Basis and Income or Loss Upon Disposition. If your trust disposes
of Trust Assets, you will generally recognize gain or loss. If you dispose of
your units or redeem your units for cash, you will also generally recognize
gain or loss. To determine the amount of this gain or loss, you must subtract
your tax basis in the related Trust Assets from your share of the total amount
received in the transaction. You can generally determine your initial tax basis
in each Trust Asset by apportioning the cost of your units, including sales
charges, among the Trust Assets ratably according to their values on the date
you acquire your units. In certain circumstances, however, you may have to
adjust your tax basis after you acquire your units (for example, in the case of
certain dividends that exceed a corporation's accumulated earnings and
profits).

If you are an individual, the maximum marginal stated federal tax rate for
net capital gain is generally 20% for taxpayers in the 39.6% tax bracket, 15%
for taxpayers in the 25%, 28%, 33% and 35% tax brackets and 0% for taxpayers in
the 10% and 15% tax brackets. Some capital gains may be subject to a higher
marginal stated tax rate. Capital gains may also be subject to the "Medicare
tax" described above.

Net capital gain equals net long-term capital gain minus net short-term
capital loss for the taxable year. Capital gain or loss is long-term if the
holding period for the asset is more than one year and is short-term if the
holding period for the asset is one year or less. You must exclude the date you
purchase your units to determine your holding period. The tax rates for capital
gains realized from assets held for one year or less are generally the same as
for ordinary income. The Internal Revenue Code, however, treats certain capital
gains as ordinary income in special situations.

Dividends from Stocks. Certain dividends received with respect to the
Stocks may qualify to be taxed at the same rates that apply to net capital gain
(as discussed above), provided certain holding period requirements are
satisfied.

Dividends Received Deduction. Generally, a domestic corporation owning
units in a trust may be eligible for the dividends received deduction with
respect to such unit owner's pro rata portion of certain types of dividends
received by the trust. However, a corporation that owns units generally will
not be entitled to the dividends received deduction with respect to dividends
from most foreign corporations.

In-Kind Distributions. Under certain circumstances as described in this
prospectus, you may request an in-kind distribution of Trust Assets when you
redeem your units at any time prior to 30 business days before your trust's
termination. However, this ability to request an in-kind distribution will
terminate at any time that the number of outstanding units has been reduced to
10% or less of the highest number of units issued by the trust. By electing to
receive an in-kind distribution, you will receive Trust Assets plus, possibly,
cash. You will not recognize gain or loss if you only receive whole Trust
Assets in exchange for the identical amount of your pro rata portion of the
same Trust Assets held by your trust. However, if you also receive cash in
exchange for a Trust Asset or a fractional portion of a Trust Asset, you will
generally recognize gain or loss based on the difference between the amount of
cash you receive and your tax basis in such Trust Asset or fractional portion.

Exchanges. If you elect to have your proceeds from your trust rolled over
into a future series of the trust, it is considered a sale for federal income
tax purposes and any gain on the sale will be treated as a capital gain, and
any loss will be treated as a capital loss. However, any loss you incur in
connection with the exchange of your units of your trusts for units of the next
series will generally be disallowed with respect to this deemed sale and
subsequent deemed repurchase, to the extent the two trusts have substantially
identical Trust Assets under the wash sale provisions of the Internal Revenue
Code.

Limitations on the Deductibility of Trust Expenses. Generally, for federal
income tax purposes, you must take into account your full pro rata share of
your trust's income, even if some of that income is used to pay trust expenses.
You may deduct your pro rata share of each expense paid by your trust to the
same extent as if you directly paid the expense. You may be required to treat
some or all of the expenses of your trust as miscellaneous itemized deductions.
Individuals may only deduct certain miscellaneous itemized deductions to the
extent they exceed 2% of adjusted gross income. Some individuals may also be
subject to further limitations on the amount of their itemized deductions,
depending on their income.

Foreign Investors, Taxes and Investments. Distributions by your trust that
are treated as U.S. source income (e.g., dividends received on Stocks of
domestic corporations) will generally be subject to U.S. income taxation and
withholding in the case of units held by nonresident alien individuals, foreign
corporations or other non-U.S. persons, subject to any applicable treaty. If you
are a foreign investor (i.e., an investor other than a U.S. citizen or resident
or a U.S. corporation, partnership, estate or trust), you may not be subject to
U.S. federal income taxes, including withholding taxes, on some or all of the
income from your trust or on any gain from the sale or redemption of your units,
provided that certain conditions are met. You should consult your tax advisor
with respect to the conditions you must meet in order to be exempt for U.S. tax
purposes. Distributions may be subject to a U.S. withholding tax of 30% in the
case of distributions to (i) certain non-U.S. financial institutions that have
not entered into an agreement with the U.S. Treasury to collect and disclose
certain information and are not resident in a jurisdiction that has entered into
such an agreement with the U.S. Treasury; and (ii) certain other non-U.S.
entities that do not provide certain certifications and information about the
entity's U.S. owners. Dispositions of units by such persons may be subject to
such withholding after December 31, 2018. You should also consult your tax
advisor with respect to other U.S. tax withholding and reporting requirements.

Some distributions by your trust may be subject to foreign withholding
taxes. Any income withheld will still be treated as income to you. Under the
grantor trust rules, you are considered to have paid directly your share of any
foreign taxes that are paid. Therefore, for U.S. tax purposes, you may be
entitled to a foreign tax credit or deduction for those foreign taxes.

If any U.S. investor is treated as owning directly or indirectly 10% or
more of the combined voting power of the stock of a foreign corporation, and
all U.S. shareholders of that corporation collectively own more than 50% of the
vote or value of the stock of that corporation, the foreign corporation may be
treated as a controlled foreign corporation (a "CFC"). If you own 10% or more
of a CFC (through your trust and in combination with your other investments),
or possibly if the trust owns 10% more of a CFC, you will be required to
include certain types of the CFC's income in your taxable income for federal
income tax purposes whether or not such income is distributed to your trust or
to you.

A foreign corporation will generally be treated as a passive foreign
investment company (a "PFIC") if 75% or more of its income is passive income or
if 50% or more of its assets are held to produce passive income. If your trust
purchases shares in a PFIC, you may be subject to U.S. federal income tax on a
portion of certain distributions or on gains from the disposition of such
shares at rates that were applicable in prior years and any gain may be
recharacterized as ordinary income that is not eligible for the lower net
capital gains tax rate. Additional charges in the nature of interest may also
be imposed on you. Certain elections may be available with respect to PFICs
that would limit these consequences. However, these elections would require you
to include certain income of the PFIC in your taxable income even if not
distributed to your trust or to you, or require you to annually recognize as
ordinary income any increase in the value of the shares of the PFIC, thus
requiring you to recognize income for federal income tax purposes in excess of
your actual distributions from PFICs and proceeds from dispositions of PFIC
stock during a particular year. Dividends paid by PFICs are not eligible to be
taxed at the net capital gains tax rate.

New York Tax Status. Under the existing income tax laws of the State and
City of New York, your trust will not be taxed as a corporation subject to the
New York state franchise tax or the New York City general corporation tax. You
should consult your tax advisor regarding potential foreign, state or local
taxation with respect to your units.

Experts

Legal Matters. Chapman and Cutler LLP, 111 West Monroe Street, Chicago,
Illinois 60603, acts as counsel for the trusts and has passed upon the legality
of the units.

Independent Registered Public Accounting Firm. The statements of financial
condition, including the Trust Portfolios, appearing herein, have been audited
by Grant Thornton LLP, an independent registered public accounting firm, as set
forth in their report thereon appearing elsewhere herein, and are included in
reliance on such report given on the authority of such firm as experts in
accounting and auditing.

GUGGENHEIM DEFINED PORTFOLIOS
GUGGENHEIM PORTFOLIO PROSPECTUS-PART B
JULY 27, 2016

Where to Learn More
You can contact us for free information about this and other investments.

Visit us on the Internet
http://www.guggenheiminvestments.com

Call Guggenheim Funds
(800) 345-7999
Pricing Line (888) 248-4954

Call the Bank of New York Mellon
(800) 701-8178 (investors)
(800) 647-3383 (brokers)

Additional Information

This prospectus does not contain all information filed with the Securities
and Exchange Commission. To obtain a copy of this information (a duplication fee
may be required):

E mail: [email protected]
Write: Public Reference Room
Washington, D.C. 20549-0102
Visit: http://www.sec.gov (EDGAR Database)
Call: 1-202-942-8090 (only for information on the operation of the Public
Reference Room)

When units of the trusts are no longer available, we may use this
prospectus as a preliminary prospectus for future trusts. In this case you
should note that:

The information in this prospectus is not complete with respect to future
trusts and may be changed. No one may sell units of a future trust until a
registration statement is filed with the Securities and Exchange Commission and
is effective. This prospectus is not an offer to sell units and is not
soliciting an offer to buy units in any state where the offer or sale is not
permitted.

Contents Investment Summary
----------------------------------------------------------------------
2 Overview

Health Care Portfolio, Series 21
----------------------------------------------------------------------
A concise 2 Investment Objective
description 2 Principal Investment Strategy
of essential 2 Security Selection
information 3 Future Trusts
about the 3 Essential Information
portfolio 3 Portfolio Diversification
4 Principal Risks
5 Who Should Invest
5 Fees and Expenses
6 Example
7 Trust Portfolio

Utilities Portfolio, Series 24
----------------------------------------------------------------------
A concise 9 Investment Objective
description 9 Principal Investment Strategy
of essential 9 Security Selection
information 10 Future Trusts
about the 10 Essential Information
portfolio 10 Portfolio Diversification
10 Principal Risks
11 Who Should Invest
12 Fees and Expenses
13 Example
14 Trust Portfolio

Understanding Your Investments
----------------------------------------------------------------------
Detailed 16 How to Buy Units
information 20 How to Sell Your Units
to help you 21 Distributions
understand 22 Investment Risks
your 25 How the Trust Works
investment 27 General Information
27 Expenses
29 Report of Independent Registered Public
Accounting Firm
30 Statements of Financial Condition

For the Table of Contents of Part B, see Part B of the prospectus.

Where to Learn More
--------------------------------------------------------------------------------
You can contact us for Visit us on the Internet
free information about http://www.guggenheiminvestments.com
these investments. Call Guggenheim Funds (800) 345-7999
Pricing Line (888) 248-4954
Call The Bank of New York Mellon
(800) 701-8178 (investors) / (800) 647-3383 (brokers)

Additional Information
--------------------------------------------------------------------------------
This prospectus does not contain all information filed with the Securities and
Exchange Commission. To obtain or copy this information (a duplication fee may
be required):

E-mail: [email protected]
--------------------------------------------------
Write: Public Reference Room, Washington, D.C. 20549-0102
Visit: http://www.sec.gov (EDGAR Database)
Call: 1-202-942-8090 (only for information on
the operation of the Public Reference Room)

Refer to:
Guggenheim Defined Portfolios, Series 1489
Securities Act file number: 333-211455
Investment Company Act file number: 811-03763

When units of the trusts are no longer available, we may use this prospectus as
a preliminary prospectus for future trusts. In this case you should note that:

GUGGENHEIM LOGO

PROSPECTUS

Health Care Portfolio, Series 21

Utilities Portfolio, Series 24

UNIT INVESTMENT TRUSTS LOGO

Guggenheim Defined Portfolios Series 1489

DATED JULY 27, 2016

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, $4,000,000
Pennsylvania
5692790

B. This amendment to the Registration Statement comprises the following
papers and documents:

The facing sheet

The Prospectus

The signatures

Consents of Independent Registered Public Accounting Firm
and Counsel as indicated

Exhibits as listed on the List of Exhibits

SIGNATURES

The Registrant, Guggenheim Defined Portfolios, Series 1489 hereby
identifies Guggenheim Defined Portfolios, Series 1486, Guggenheim Defined
Portfolios, Series 1479, Guggenheim Defined Portfolios, Series 1476, Guggenheim
Defined Portfolios, Series 1475, Guggenheim Defined Portfolios, Series 1468,
Guggenheim Defined Portfolios, Series 1461, Guggenheim Defined Portfolios,
Series 1450, Guggenheim Defined Portfolios, Series 1447, Guggenheim Defined
Portfolios, Series 1444, Guggenheim Defined Portfolios, Series 1440, Guggenheim
Defined Portfolios, Series 1435, Guggenheim Defined Portfolios, Series 1428,
Guggenheim Defined Portfolios, Series 1424, Guggenheim Defined Portfolios,
Series 1422, Guggenheim Defined Portfolios, Series 1419, Guggenheim Defined
Portfolios, Series 1418, Guggenheim Defined Portfolios, Series 1413, Guggenheim
Defined Portfolios, Series 1408, Guggenheim Defined Portfolios, Series 1394,
Guggenheim Defined Portfolios, Series 1390, Guggenheim Defined Portfolios,
Series 1388, Guggenheim Defined Portfolios, Series 1387, Guggenheim Defined
Portfolios, Series 1385, Guggenheim Defined Portfolios, Series 1377, Guggenheim
Defined Portfolios, Series 1376, Guggenheim Defined Portfolios, Series 1372,
Guggenheim Defined Portfolios, Series 1370, Guggenheim Defined Portfolios,
Series 1367, Guggenheim Defined Portfolios, Series 1364, Guggenheim Defined
Portfolios, Series 1362, Guggenheim Defined Portfolios, Series 1357, Guggenheim
Defined Portfolios, Series 1355, Guggenheim Defined Portfolios, Series 1353,
Guggenheim Defined Portfolios, Series 1351, Guggenheim Defined Portfolios,
Series 1349, Guggenheim Defined Portfolios, Series 1346, Guggenheim Defined
Portfolios, Series 1344, Guggenheim Defined Portfolios, Series 1335, Guggenheim
Defined Portfolios, Series 1334, Guggenheim Defined Portfolios, Series 1331,
Guggenheim Defined Portfolios, Series 1328, Guggenheim Defined Portfolios,
Series 1325, Guggenheim Defined Portfolios, Series 1321, Guggenheim Defined
Portfolios, Series 1319, Guggenheim Defined Portfolios, Series 1317, Guggenheim
Defined Portfolios, Series 1314, Guggenheim Defined Portfolios, Series 1309,
Guggenheim Defined Portfolios, Series 1308, Guggenheim Defined Portfolios,
Series 1302, Guggenheim Defined Portfolios, Series 1300, Guggenheim Defined
Portfolios, Series 1297, Guggenheim Defined Portfolios, Series 1294, Guggenheim
Defined Portfolios, Series 1287, Guggenheim Defined Portfolios, Series 1285,
Guggenheim Defined Portfolios, Series 1284, Guggenheim Defined Portfolios,
Series 1274, Guggenheim Defined Portfolios, Series 1273, Guggenheim Defined
Portfolios, Series 1272, Guggenheim Defined Portfolios, Series 1269, Guggenheim
Defined Portfolios, Series 1263, Guggenheim Defined Portfolios, Series 1262,
Guggenheim Defined Portfolios, Series 1259, Guggenheim Defined Portfolios,
Series 1257, Guggenheim Defined Portfolios, Series 1253, Guggenheim Defined
Portfolios, Series 1251, Guggenheim Defined Portfolios, Series 1250, Guggenheim
Defined Portfolios, Series 1246, Guggenheim Defined Portfolios, Series 1237,
Guggenheim Defined Portfolios, Series 1235, Guggenheim Defined Portfolios,
Series 1234, Guggenheim Defined Portfolios, Series 1232, Guggenheim Defined
Portfolios, Series 1231, Guggenheim Defined Portfolios, Series 1226, Guggenheim
Defined Portfolios, Series 1218, Guggenheim Defined Portfolios, Series 1214,
Guggenheim Defined Portfolios, Series 1211, Guggenheim Defined Portfolios,
Series 1209, Guggenheim Defined Portfolios, Series 1207, Guggenheim Defined
Portfolios, Series 1204, Guggenheim Defined Portfolios, Series 1199, Guggenheim
Defined Portfolios, Series 1198, Guggenheim Defined Portfolios, Series 1197,
Guggenheim Defined Portfolios, Series 1192, Guggenheim Defined Portfolios,
Series 1191, Guggenheim Defined Portfolios, Series 1188, Guggenheim Defined
Portfolios, Series 1186, Guggenheim Defined Portfolios, Series 1184, Guggenheim
Defined Portfolios, Series 1181, Guggenheim Defined Portfolios, Series 1174,
Guggenheim Defined Portfolios, Series 1173, Guggenheim Defined Portfolios,
Series 1172, Guggenheim Defined Portfolios, Series 1170, Guggenheim Defined
Portfolios, Series 1168, Guggenheim Defined Portfolios, Series 1164, Guggenheim
Defined Portfolios, Series 1159, Guggenheim Defined Portfolios, Series 1156,
Guggenheim Defined Portfolios, Series 1155, Guggenheim Defined Portfolios,
Series 1153, Guggenheim Defined Portfolios, Series 1147, Guggenheim Defined
Portfolios, Series 1145, Guggenheim Defined Portfolios, Series 1140, Guggenheim
Defined Portfolios, Series 1138, Guggenheim Defined Portfolios, Series 1137,
Guggenheim Defined Portfolios, Series 1126, Guggenheim Defined Portfolios,
Series 1123, Guggenheim Defined Portfolios, Series 1120, Guggenheim Defined
Portfolios, Series 1119, Guggenheim Defined Portfolios, Series 1117, Guggenheim
Defined Portfolios, Series 1114, Guggenheim Defined Portfolios, Series 1112,
Guggenheim Defined Portfolios, Series 1110, Guggenheim Defined Portfolios,
Series 1108, Guggenheim Defined Portfolios, Series 1106, Guggenheim Defined
Portfolios, Series 1099, Guggenheim Defined Portfolios, Series 1098, Guggenheim
Defined Portfolios, Series 1093, Guggenheim Defined Portfolios, Series 1086,
Guggenheim Defined Portfolios, Series 1085, Guggenheim Defined Portfolios,
Series 1083, Guggenheim Defined Portfolios, Series 1079, Guggenheim Defined
Portfolios, Series 1077, Guggenheim Defined Portfolios, Series 1075, Guggenheim
Defined Portfolios, Series 1073, Guggenheim Defined Portfolios, Series 1069,
Guggenheim Defined Portfolios, Series 1063, Guggenheim Defined Portfolios,
Series 1061, Guggenheim Defined Portfolios, Series 1060, Guggenheim Defined
Portfolios, Series 1051, Guggenheim Defined Portfolios, Series 1050, Guggenheim
Defined Portfolios, Series 1049, Guggenheim Defined Portfolios, Series 1047,
Guggenheim Defined Portfolios, Series 1046, Guggenheim Defined Portfolios,
Series 1044, Guggenheim Defined Portfolios, Series 1042, Guggenheim Defined
Portfolios, Series 1040, Guggenheim Defined Portfolios, Series 1039, Guggenheim
Defined Portfolios, Series 1033, Guggenheim Defined Portfolios, Series 1020,
Guggenheim Defined Portfolios, Series 1016, Guggenheim Defined Portfolios,
Series 1015, Guggenheim Defined Portfolios, Series 1011, Guggenheim Defined
Portfolios, Series 1010, Guggenheim Defined Portfolios, Series 1008, Guggenheim
Defined Portfolios, Series 1005, Guggenheim Defined Portfolios, Series 1004,
Guggenheim Defined Portfolios, Series 1000, Guggenheim Defined Portfolios,
Series 999, Guggenheim Defined Portfolios, Series 996, Guggenheim Defined
Portfolios, Series 994, Guggenheim Defined Portfolios, Series 991, Guggenheim
Defined Portfolios, Series 990, Guggenheim Defined Portfolios, Series 987,
Guggenheim Defined Portfolios, Series 983, Guggenheim Defined Portfolios, Series
982, Guggenheim Defined Portfolios, Series 979, Guggenheim Defined Portfolios,
Series 971, Guggenheim Defined Portfolios, Series 968, Guggenheim Defined
Portfolios, Series 967, Guggenheim Defined Portfolios, Series 963, Guggenheim
Defined Portfolios, Series 962, Guggenheim Defined Portfolios, Series 961,
Guggenheim Defined Portfolios, Series 959, Guggenheim Defined Portfolios, Series
955, Guggenheim Defined Portfolios, Series 954, Guggenheim Defined Portfolios,
Series 951, Guggenheim Defined Portfolios, Series 948, Guggenheim Defined
Portfolios, Series 947, Guggenheim Defined Portfolios, Series 945, Guggenheim
Defined Portfolios, Series 944, Guggenheim Defined Portfolios, Series 942,
Guggenheim Defined Portfolios, Series 940, Guggenheim Defined Portfolios, Series
938, Guggenheim Defined Portfolios, Series 937, Guggenheim Defined Portfolios,
Series 936, Guggenheim Defined Portfolios, Series 935, Guggenheim Defined
Portfolios, Series 932, Guggenheim Defined Portfolios, Series 930, Guggenheim
Defined Portfolios, Series 925, Guggenheim Defined Portfolios, Series 922,
Guggenheim Defined Portfolios, Series 919, Guggenheim Defined Portfolios, Series
916, Guggenheim Defined Portfolios, Series 915, Guggenheim Defined Portfolios,
Series 913, Guggenheim Defined Portfolios, Series 912, Guggenheim Defined
Portfolios, Series 910, Guggenheim Defined Portfolios, Series 908, Guggenheim
Defined Portfolios, Series 901, Guggenheim Defined Portfolios, Series 900,
Guggenheim Defined Portfolios, Series 897, Guggenheim Defined Portfolios, Series
889, Guggenheim Defined Portfolios, Series 888, Guggenheim Defined Portfolios,
Series 880, Guggenheim Defined Portfolios, Series 879, Guggenheim Defined
Portfolios, Series 877, Guggenheim Defined Portfolios, Series 876, Guggenheim
Defined Portfolios, Series 874, Guggenheim Defined Portfolios, Series 863,
Guggenheim Defined Portfolios, Series 847, Guggenheim Defined Portfolios, Series
846, Guggenheim Defined Portfolios, Series 842, Guggenheim Defined Portfolios,
Series 840, Guggenheim Defined Portfolios, Series 832, Guggenheim Defined
Portfolios, Series 817, Guggenheim Defined Portfolios, Series 814, Guggenheim
Defined Portfolios, Series 813, Guggenheim Defined Portfolios, Series 811,
Guggenheim Defined Portfolios, Series 805, Guggenheim Defined Portfolios, Series
792, Guggenheim Defined Portfolios, Series 791, Guggenheim Defined Portfolios,
Series 788, Guggenheim Defined Portfolios, Series 779, Guggenheim Defined
Portfolios, Series 767, Guggenheim Defined Portfolios, Series 766, Guggenheim
Defined Portfolios, Series 751, Guggenheim Defined Portfolios, Series 750,
Guggenheim Defined Portfolios, Series 747, Guggenheim Defined Portfolios, Series
746, Claymore Securities Defined Portfolios, Series 714, Claymore Securities
Defined Portfolios, Series 712, Claymore Securities Defined Portfolios, Series
688, Claymore Securities Defined Portfolios, Series 687, Claymore Securities
Defined Portfolios, Series 680, Claymore Securities Defined Portfolios, Series
648, Claymore Securities Defined Portfolios, Series 645, Claymore Securities
Defined Portfolios, Series 617, Claymore Securities Defined Portfolios, Series
610, Claymore Securities Defined Portfolios, Series 609, Claymore Securities
Defined Portfolios, Series 567, Claymore Securities Defined Portfolios, Series
526, Claymore Securities Defined Portfolios, Series 314, Claymore Securities
Defined Portfolios, Series 295, Claymore Securities Defined Portfolios, Series
154, Claymore Securities Defined Portfolios, Series 153, Claymore Securities
Defined Portfolios, Series 136, Claymore Securities Defined Portfolios, Series
129, Claymore Securities Defined Portfolios, Series 128, Claymore Securities
Defined Portfolios, Series 121, Claymore Securities Defined Portfolios, Series
118, Claymore Securities Defined Portfolios, Series 117, Claymore Securities
Defined Portfolios, Series 116, Ranson Unit Investment Trusts, Series 53 and
Series 90, Kemper Defined Funds, Series 9, Kemper Defined Funds, Series 45,
Kemper Defined Funds Insured National Series 1, Kemper Insured Corporate Trust,
Series 1, Kemper Tax-Exempt Insured Income Trust, Multi-State Series 19, and
Kemper Government Securities Trust, Series 39 (GNMA Portfolio), Series 40 (GNMA
Portfolio) and Series 41 (U.S. Treasury Portfolio) for purposes of the
representations required by Rule 487 and represents the following:

(1) that the portfolio securities deposited in the series as to the
securities of which this Registration Statement is being filed do not differ
materially in type or quality from those deposited in such previous series;

(2) that, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential financial information for, the
series with respect to the securities of which this Registration Statement is
being filed, this Registration Statement does not contain disclosures that
differ in any material respect from those contained in the registration
statements for such previous series as to which the effective date was
determined by the Commission or the staff; and

(3) that it has complied with Rule 460 under the Securities Act of 1933.

[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Guggenheim Defined Portfolios, Series 1489 has duly caused this Amendment 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 27th day of
July, 2016.

GUGGENHEIM DEFINED PORTFOLIOS, SERIES 1489
(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
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 C. CACCIAPAGLIA* Chief Executive Officer and ) Attorney-in-Fact*
President of Guggenheim Funds )
Distributors, LLC ) July 27, 2016
)
DOMINICK COGLIANDRO* Chief Operating Officer of ) July 27, 2016
Guggenheim Funds Distributors, )
LLC )
)
JULIE JACQUES* Treasurer of Guggenheim Funds ) July 27, 2016
Distributors, LLC )
)
JULIE JACQUES* Principal Financial Officer of ) July 27, 2016
Guggenheim Funds Distributors, )
LLC )

FARHAN SHARAFF Chief Investment Officer of
Guggenheim Funds Distributors,
LLC

/s/ Amy Lee Vice President and Secretary of July 27, 2016
----------- 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 1401
on November 23, 2015.

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
is filed by this amendment 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 is contained in its opinions
filed by this amendment 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 is contained in its opinion
filed by this amendment as Exhibit 3.3 to the Registration Statement.

LIST OF EXHIBITS

1.1 Reference Trust Agreement.

1.1.1 Standard Terms and Conditions of Trust (Reference is made to Exhibit
1.1.1 to Amendment No. 1 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 Defined Portfolios,
Series 213 (File No. 333-122184) filed on February 9, 2005).

3.1 Opinion of counsel as to legality of securities being registered
including a consent to the use of its name in the Registration
Statement.

3.2 Opinion of counsel as to New York and Federal income tax status of
securities being registered including a consent to the use of its name
in the Registration Statement.

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.

4.1 Consent of Independent Registered Public Accounting Firm.

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 1401
(File No. 333-208180) filed on November 23, 2015).

EXHIBIT 1.1


                   GUGGENHEIM DEFINED PORTFOLIOS, SERIES 1489

                        HEALTH CARE PORTFOLIO, SERIES 21
                         UTILITIES PORTFOLIO, SERIES 24

                           REFERENCE TRUST AGREEMENT

      This Reference Trust Agreement dated as of July 27, 2016, between
Guggenheim Funds Distributors, LLC, as Depositor, and The Bank of New York
Mellon, as Trustee, sets forth certain provisions in full and incorporates other
provisions by reference to the document entitled "Standard Terms and Conditions
of Trust For Series Formed on or Subsequent to December 18, 2001" (herein called
the "Standard Terms and Conditions of Trust"), and such provisions as are set
forth in full and such provisions as are incorporated by reference constitute a
single instrument. All references herein to Articles and Sections are to
Articles and Sections of the Standard Terms and Conditions of Trust.

                                WITNESSETH THAT:

      In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:

                                    PART I.

                     STANDARD TERMS AND CONDITIONS OF TRUST

      Subject to the provisions of Part II hereof, all the provisions contained
in the Standard Terms and Conditions of Trust are herein incorporated by
reference in their entirety and shall be deemed to be a part of this instrument
as fully and to the same extent as though said provisions had been set forth in
this instrument.

                                    PART II.

                     SPECIAL TERMS AND CONDITIONS OF TRUST

      The following special terms and conditions are hereby agreed to:

      (1) The securities listed in the Schedule hereto have been deposited in
the Trust(s) under this Reference Trust Agreement as indicated on the attached
Schedule A.

      (2) For the purposes of the definition of the term "Unit" in Article I, it
is hereby specified that the fractional undivided interest in and ownership of
the Trust(s) are the amount described in Amendment No. 1 to the Trusts'
Registration Statement (Registration No. 333-211455) as filed with the
Securities and Exchange Commission today. The fractional undivided interest may
(a) increase by the number of any additional Units issued pursuant to Section
2.03, (b) increase or decrease in connection with an adjustment to the number of
Units pursuant to Section 2.03, or (c) decrease by the number of Units redeemed
pursuant to Section 5.02.

      (3) The term "Deferred Sales Charge" shall mean the "deferred sales fee"
as described in the Prospectus.

      (4) The terms "Income Account Record Date" and "Capital Account Record
Date" shall mean the dates set forth under "Essential Information--Record Dates"
in the Prospectus.

      (5) The terms "Income Account Distribution Date" and "Capital Account
Distribution Date" shall mean the dates set forth under "Essential
Information--Distribution Dates" in the Prospectus.

      (6) The term "Initial Date of Deposit" shall mean the date of this
Reference Trust Agreement as set forth above.

      (7) The definition of "Supplemental Indenture" is hereby deleted in its
entirety.

      (8) The definition of "Addendum to the Reference Trust Agreement" is
hereby deleted in its entirety.

      (9) The term "Additional Securities" shall mean such Securities which have
been deposited pursuant to Section 2.05 to effect an increase over the number of
Units initially specified in the Reference Trust Agreement.

      (10) The number of Units of the Trust(s) referred to in Section 2.03 shall
be equal to the "Number of Units" in the Statement(s) of Financial Condition in
the Prospectus.

      (11) The first paragraph of Section 5.01 is hereby amended and restated to
read as follows:

      Section 5.01. Trust Evaluation. As of the Evaluation Time (a) on the last
Business Day of each year, (b) on the day on which any Unit is tendered for
redemption and (c) on any other day desired by the Trustee or requested by the
Depositor, the Trustee shall: Add (i) all moneys on deposit in a Trust
(excluding (1) cash, cash equivalents or Letters of Credit deposited pursuant to
Section 2.01 hereof for the purchase of Contract Securities, unless such cash or
Letters of Credit have been deposited in the Interest and Principal Accounts
because of failure to apply such moneys to the purchase of Contract Securities
pursuant to the provisions of Sections 2.01, 3.03 and 3.04 hereof and (2) moneys
credited to the Reserve Account pursuant to Section 3.05 hereof), plus (ii) the
aggregate Evaluation of all Securities (including Contract Securities and
Reinvestment Securities) on deposit in such Trust as is determined by the
Evaluator (such evaluations shall take into account and itemize separately (i)
the cash on hand in the Trust or moneys in the process of being collected from
matured interest coupons or bonds matured or called for redemption prior to
maturity, (ii) the value of each issue of the Securities in the Trust on the bid
side of the market as determined by the Evaluator pursuant to Section 4.01, and
(iii) interest accrued thereon not subject to collection and distribution). For
each such Evaluation there shall be deducted from the sum of the above (i)
amounts representing any applicable taxes or governmental charges payable out of
the respective Trust and for which no deductions shall have previously been made
for the purpose of addition to the Reserve Account, (ii) amounts representing
estimated accrued fees of the Trust and expenses of such Trust including but not
limited to unpaid fees and expenses of the Trustee, the Evaluator, the
Supervisor, the Depositor and bond counsel, in each case as reported by the
Trustee to the Evaluator on or prior to the date of evaluation, (iii) any moneys
identified by the Trustee, as of the date of the Evaluation, as held for
distribution to Unitholders of record as of a Record Date or for payment of the
Redemption Value of Units tendered prior to such date and (iv) unpaid
organization costs in the estimated amount per Unit set forth in the Prospectus.
The resulting figure is herein called a "Trust Fund Evaluation." The value of
the pro rata share of each Unit of the respective Trust determined on the basis
of any such evaluation shall be referred to herein as the "Unit Value."

      (12) Article III is hereby amended by adding the following section:

      Section 3.23. Bookkeeping and Administrative Expenses. If so provided in
the Prospectus, as compensation for providing bookkeeping and other
administrative services of a character described in Section 26(a)(2)(C) of the
Investment Company Act of 1940 to the extent such services are in addition to,
and do not duplicate, the services to be provided hereunder by the Trustee or
the Depositor for providing supervisory services, the Depositor shall receive at
the times specified in Section 3.05, against a statement or statements therefor
submitted to the Trustee an aggregate annual fee in an amount which shall not
exceed that amount set forth in the Prospectus, calculated as specified in
Section 3.05. Such compensation may, from time to time, be adjusted provided
that the total adjustment upward does not, at the time of such adjustment,
exceed the percentage of the total increase, during the period from the Trust
Agreement to the date of any such increase, in consumer prices for services as
measured by the United States Department of Labor Consumer Price Index entitled
"All Services Less Rent of Shelter" or similar index as described under Section
3.18. The consent or concurrence of any Unitholder hereunder shall not be
required for any such adjustment or increase. Such compensations shall be paid
by the Trustee, upon receipt of invoice therefor from the Depositor, upon which,
as to the cost incurred by the Depositor of providing services hereunder the
Trustee may rely, and shall be charged against the Income and Capital Accounts
as specified in Section 3.05. The Trustee shall have no liability to any
Unitholder or other person for any payment made in good faith pursuant to this
Section.

      If the cash balance in the Income and Capital Accounts shall be
insufficient to provide for amounts payable pursuant to this Section 3.23, the
Trustee shall have the power to sell (1) Securities from the current list of
Securities designated to be sold pursuant to Section 5.02 hereof, or (2) if no
such Securities have been so designated, such Securities as the Trustee may see
fit to sell in its own discretion, and to apply the proceeds of any such sale in
payment of the amounts payable pursuant to this Section 3.23. Any moneys payable
to the Depositor pursuant to this Section 3.23 shall be secured by a prior lien
on the Trust except that no such lien shall be prior to any lien in favor of the
Trustee under the provisions of Section 6.04.

      Any moneys payable to the Depositor pursuant to this Section 3.23 shall be
secured by a prior lien on the Trust except that no such lien shall be prior to
any lien in favor of the Trustee under the provisions of Section 6.04.

      (13) The phrases "supervisory services," "supervisory portfolio services"
and "portfolio supervisory services" in Sections 3.18 are hereby replaced with
the phrase "portfolio supervisory services and bookkeeping and administrative
expenses."

      (14) Section 7.05 is hereby amended and replaced in its entirety with the
following:

      Section 7.05. Compensation. The Depositor shall receive at the times set
forth in Sections 3.05, 3.18, 3.23 and 4.03 as compensation for performing
portfolio supervisory services, bookkeeping and administrative expenses and
evaluation services, such amount and for such periods as specified the
Prospectus and/or Reference Trust Agreement. The compensation for providing
portfolio supervisory services, bookkeeping and administrative expenses and
evaluation services shall be made on the basis of the largest number of units
outstanding at any time during the period for which such compensation is being
computed. At no time, however, will the total amount received by the Depositor
for services rendered to all series of Guggenheim Defined Portfolios in any
calendar year exceed the aggregate cost to them of supplying such services in
such year. Such rate may be increased by the Trustee from time to time, without
the consent or approval of any Unitholder, or the Depositor, by amounts not
exceeding the proportionate increase during the period from the date of such
Prospectus and/or Reference Trust Agreement to the date of any such increase, in
consumer prices as published either under the classification "All Services Less
Rent" in the Consumer Price Index published by the United States Department of
Labor or, IF such Index is no longer published, a similar index.

      In the event that any amount of the compensation paid to the Depositor
pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper
charge against a Trust, the Depositor shall reimburse the Trust in such amount.
An improper charge shall be established if a final judgment or order for
reimbursement of the Trust shall be rendered against the Depositor and such
judgment or order shall not be effectively stayed or a final settlement is
established in which the Depositor agrees to reimburse the Trust for amounts
paid to the Depositor pursuant to this Section 7.05.

      (15) The first two sentences of Section 3.22 are hereby amended and
replaced with the following:

      Section 3.22. Creation and Development Fee. If the Prospectus related to a
Trust specifies a creation and development fee, the Trustee shall, on or
immediately after the end of the initial offering period, withdraw from the
Capital Account, an amount equal to the unpaid creation and development fee as
of such date and credit such amount to a special non-Trust account designated by
the Depositor out of which the creation and development fee will be distributed
to the Depositor (the "Creation and Development Account"). The creation and
development fee is the per unit amount specified in the Prospectus for the
Trust.

      (16) Article III is hereby amended by adding the following section:

      Section 3.24. License Fees. If so provided in the Prospectus, the
Depositor may enter into a Licensing Agreement (the "Agreement") with a licensor
(the "Licensor") described in the Prospectus in which the Trust(s), as
consideration for the licenses granted by the Licensor for the right to use its
trademarks and trade names, intellectual property rights or for the use of
databases and research owned by the Licensor, will pay a fee set forth in the
Agreement to the applicable Licensor or the Depositor to reimburse the Depositor
for payment of the expenses.

      If the Agreement provides for an annual license fee computed in whole or
part by reference to the average daily net asset value of the Trust assets, for
purpose of calculating the accrual of estimated expenses such annual fee shall
accrue at a daily rate and the Trustee is authorized to compute an estimated
license fee payment (i) until the Depositor has informed the Trustee that there
will be no further deposits of additional Securities, by reference to an
estimate of the average daily net asset value of the Trust assets which the
Depositor shall provide the Trustee, (ii) thereafter and during the calendar
quarter in which the last business day of the period described in clause (i)
occurs, by reference to the net asset value of the Trust assets as of such last
business day, and (iii) during each subsequent calendar quarter, by reference to
the net asset value of the Trust assets as of the last business day of the
preceding calendar quarter. The Trustee shall adjust the net asset value (Trust
Fund Evaluation) as of the dates specified in the preceding sentence to account
for any variation between accrual of estimated license fee and the license fee
payable pursuant to the Agreement, but such adjustment shall not affect
calculations made prior thereto and no adjustment shall be made in respect
thereof.

      (17) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their
entirety with the following:

      Section 2.05. Deposit of Additional Securities. (a) Subject to the
requirements set forth below in this Section, the Depositor may, on any Business
Day (the "Trade Date"), subscribe for Additional Units as follows:

      (1) Prior to the Evaluation Time defined in Section 5.01 on the Trade
Date, the Depositor shall provide notice (the "Subscription Notice") to the
Trustee of the Depositor's intention to subscribe for Additional Units. The
Subscription Notice shall identify the Additional Securities to be acquired
(unless such Additional Securities are a precise replication of the then
existing portfolio) and shall either (i) specify the quantity of Additional
Securities to be deposited by the Depositor on the settlement date for such
subscription or (ii) instruct the Trustee to purchase Additional Securities with
an aggregate cost as specified in the Subscription Notice.

      (2) Promptly following the Evaluation Time on such Business Day, the
Depositor shall verify with the Trustee, the number of Additional Units to be
created.

      (3) Not later than the time on the settlement date for such subscription
when the Trustee is to deliver the Additional Units created thereby (which time
shall not be later than the time by which the Trustee is required to settle any
contracts for the purchase of Additional Securities entered into by the Trustee
pursuant to the instruction of the Depositor referred to in subparagraph (1)
above), the Depositor shall deposit with the Trustee (i) any Additional
Securities specified in the Subscription Notice (or contracts to purchase such
Additional Securities together with cash or a letter of credit in the amount
necessary to settle such contracts) or (ii) cash or a letter of credit in the
amount equal to the aggregate cost of the Additional Securities to be purchased
by the Trustee, as specified in the Subscription Notice, together with, in each
case, Cash defined below. "Cash" means, as to the Capital Account, cash or other
property (other than Securities) on hand in the Capital Account or receivable
and to be credited to the Capital Account as of the Evaluation Time on the
Business Day preceding the Trade Date (other than amounts to be distributed
solely to persons other than persons receiving the distribution from the Capital
Account as holders of Additional Units created by the deposit), and, as to the
Income Account, cash or other property (other than Securities) received by the
Trust as of the Evaluation Time on the Business Day preceding the Trade Date or
receivable by the Trust in respect of dividends or other distributions declared
but not received as of the Evaluation Time on the Business Day preceding the
Trade Date, reduced by the amount of any cash or other property received or
receivable on any Security allocable (in accordance with the Trustee's
calculation of the monthly distribution from the Income Account pursuant to
Section 3.05) to a distribution made or to be made in respect of a Record Date
occurring prior to the Trade Date. Each deposit made pursuant to this Section
2.05 shall replicate, to the extent practicable, the portfolio immediately prior
to such deposit.

      (4) On the settlement date for a subscription, the Trustee shall, in
exchange for the Securities and cash or Letter of Credit described above, issue
and deliver to or on the order of the Depositor the number of Units verified by
the Depositor with the Trustee. No Unit to be issued pursuant to this paragraph
shall be issued or delivered unless and until Securities, cash or a Letter of
Credit is received in exchange therefor and no person shall have any claim to
any Unit not so issued and delivered or any interest in the Trust in respect
thereof.

      (5) Any Additional Securities shall be held, administered and applied by
the Trustee in the same manner as herein provided for the Securities.

      (6) The acceptance of Additional Units by the Depositor in accordance with
the provisions of paragraph (a) of this Section shall be deemed a certification
by the Depositor that the deposit or purchase of Additional Securities
associated therewith complies with the conditions of this Section 2.05.

      (7) Notwithstanding the preceding, in the event that the Depositor's
Subscription Notice shall instruct the Trustee to purchase Additional Securities
in an amount which, when added to the purchase amount of all other unsettled
contracts entered into by the Trustee, exceeds 25% of the value of the
Securities then held (taking into account the value of contracts to purchase
Securities only to the extent that there has been deposited with the Trustee
cash or an irrevocable letter of credit in an amount sufficient to settle their
purchase), the Depositors shall deposit with the Trustee concurrently with the
Subscription Notice cash or a letter of credit in an amount such that, when
added to 25% of the value of the Securities then held (determined as above) the
aggregate value shall be not less than the purchase amount of the securities to
be purchased pursuant to such Subscription Notice.

      (b) Instructions to purchase Additional Securities under this Section
shall be in writing and shall direct the Trustee to purchase, or enter into
contracts to purchase, Additional Securities; such instructions shall also
specify the name, CUSIP number, if any, aggregate amount of each such Additional
Security and price or range of price. If, at the time of a subsequent deposit
under this Section, Securities of an Original Issue are unavailable, cannot be
purchased at reasonable prices or their purchase is prohibited or restricted by
applicable law, regulation or policies, in lieu of the portion of the deposit
that would otherwise be represented by those Securities, the Depositor may (A)
deposit (or instruct the Trustee to purchase) Securities of another Original
Issue or (B) deposit cash or a letter of credit with instructions to acquire the
Securities of such Original Issue when they become available.

      (18) Section 4.01(b) is replaced in its entirety by the following:

      (b) During the initial offering period such Evaluation shall be made in
the following manner: if the Securities are listed on a national securities
exchange or foreign securities exchange, such Evaluation shall generally be
based on the last available sale price on or immediately prior to the Evaluation
Time on the exchange which is the principal market therefor, which shall be
deemed to be the New York Stock Exchange if the Securities are listed thereon
(unless the Evaluator deems such price inappropriate as a basis for evaluation)
or, if there is no such available sale price on such exchange, at the last
available offer prices of the Securities. Securities not listed on the New York
Stock Exchange but principally traded on the Nasdaq National Market System will
be valued at Nasdaq's official close price. If the Securities are not so listed
or, if so listed, the principal market therefor is other than on such exchange
or there is no such available sale price on such exchange, such Evaluation shall
generally be based on the following methods or any combination thereof whichever
the Evaluator deems appropriate: (i) on the basis of the current offer price for
comparable securities (unless the Evaluator deems such price inappropriate as a
basis for evaluation), (ii) by determining the valuation of the Securities on
the offer side of the market by appraisal or (iii) by any combination of the
above. If the Trust holds Securities denominated in a currency other than U.S.
dollars, the Evaluation of such Security shall be converted to U.S. dollars
based on current offering side exchange rates (unless the Evaluator deems such
prices inappropriate as a basis for valuation). The Evaluator shall add to the
Evaluation of each Security which is traded principally on a foreign securities
exchange the amount of any commissions and relevant taxes associated with the
acquisition of the Security. As used herein, the closing sale price is deemed to
mean the most recent closing sale price on the relevant securities exchange
immediately prior to the Evaluation Time. For each Evaluation, the Evaluator
shall also confirm and furnish to the Trustee and the Depositor, on the basis of
the information furnished to the Evaluator by the Trustee as to the value of all
Trust assets other than Securities, the calculation of the Trust Fund Evaluation
to be computed pursuant to Section 5.01.

      (19) Section 4.01(c) is replaced in its entirety by the following:

      (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in
determining Redemption Value and Unit Value and for secondary market purchases,
Evaluation of the Securities shall be made in the manner described in 4.01(b),
on the basis of the last available bid prices of the Securities (rather than
offer prices), except in those cases in which the Securities are listed on a
national securities exchange or a foreign securities exchange and the last
available sale prices are utilized. In addition, with respect to each Security
which is traded principally on a foreign securities exchange, the Evaluator
shall (i) not make the addition specified in the fourth sentence of Section
4.01(b) and (ii) shall reduce the Evaluation of each Security by the amount of
any liquidation costs (other than brokerage costs incurred on any national
securities exchange) and any capital gains or other taxes which would be
incurred by the Trust upon the sale of such Security, such taxes being computed
as if the Security were sold on the date of the Evaluation.

      (20) Section 9.05 is hereby revised to read as follows:

      Section 9.05. Written Notice. Any notice, demand, direction or instruction
to be given to the Depositor, Evaluator or Supervisor hereunder shall be in
writing and shall be duly given if mailed or delivered to the Depositor, 2455
Corporate West Drive, Lisle, Illinois 60532, or at such other address as shall
be specified by the Depositor to the other parties hereto in writing.

      (21) The second paragraph of Section 6.02 is replaced in its entirety as
follows:

      An audit of the accounts of each Trust shall not be conducted unless the
Depositor determines that such an audit is required. In the event that the
Depositor determines that an audit is required, the accounts of each Trust shall
be audited not less than annually by independent public accountants designated
from time to time by the Depositor and reports of such accountants shall be
furnished by the Trustee, upon request, to Unitholders. The Trustee, however, in
connection with any such audits shall not be obligated to use Trust assets to
pay for such audits in excess of the amounts, if any, indicated in the
Prospectus relating to such Trust. The Trustee shall maintain and provide, upon
the request of a Unitholder or the Depositor, the Unitholders' or the
Unitholder's designated representative with the cost basis of the Securities
represented by the Unitholder's Units.

      (22) The first paragraph of Section 6.04 is replaced in its entirety as
follows:

      Section 6.04. Compensation. Subject to the provisions of Section 3.14
hereof, the Trustee shall receive at the times set forth in Section 3.05, as
compensation for performing ordinary normal recurring services under this
Indenture, an amount calculated at the annual compensation rate stated in the
Prospectus. The Trustee shall charge a pro rated portion of its annual fee at
the times specified in Section 3.05, which pro rated portion shall be calculated
on the basis of the largest number of Units in such Trust at any time during the
primary offering period. After the primary offering period has terminated, the
fee shall accrue daily and be based on the number of Units outstanding on the
first business day of each calendar year in which the fee is calculated or the
number of Units outstanding at the end of the primary offering period, as
appropriate. The Trustee may from time to time adjust its compensation as set
forth above, provided that total adjustment upward does not, at the time of such
adjustment, exceed the percentage of the total increase, after the date hereof,
in consumer prices for services as measured by the United States Department of
Labor Consumer Price Index entitled "All Services Less Rent," or, if such index
shall cease to be published, then as measured by the available index most nearly
comparable to such index. The consent or concurrence of any Unitholder hereunder
shall not be required for any such adjustment or increase, however, the consent
of the Depositor shall be required. Such compensation shall be charged by the
Trustee against the Income and Capital Accounts of each Trust; provided,
however, that such compensation shall be deemed to provide only for the usual,
normal and proper functions undertaken as Trustee pursuant to this Indenture.

      (23) Section 2.03 is hereby amended and replaced in its entirety with the
following:

      Section 2.03. Issuance of Units. By executing the Reference Trust
Agreement and receipt for deposited Securities, the Trustee will thereby
acknowledge receipt of the deposit of the Securities listed in the Schedules to
the Reference Trust Agreement and referred to in Section 2.01 hereof, and
simultaneously with the receipt of said deposit, has recorded on its books the
ownership, by the Depositor or such other person or persons as may be indicated
by the Depositor, of the aggregate number of Units specified in the Reference
Trust Agreement and has delivered, or on the order of the Depositor will
deliver, in exchange for such Securities, cash or a Letter of Credit,
documentation evidencing the ownership of the number of Units specified or, if
requested by the Depositor, the ownership by DTC of all such Units and will
cause such Units to be credited at DTC to the account of the Depositor or,
pursuant to the Depositor's direction and as hereafter provided, the account of
the issuer of the Letter of Credit referred to in Section 2.01. The number of
Units in a Trust may be increased through a split of the Units or decreased
through a reverse split thereof, as directed by the Depositor, on any day on
which the Depositor is the only Unitholder of such Trust, which revised number
of Units shall be recorded by the Trustee on its books. Effective as of the
Evaluation Time on July 27, 2016, in the event that the aggregate value of
Securities in the Trust has increased since the evaluation on July 26, 2016, the
Trustee shall issue such number of additional Units to the Unitholder of
outstanding Units as of the close of business on July 27, 2016, that the price
per Unit computed as of the Evaluation Time on July 27, 2016, plus the maximum
applicable sales charge shall equal approximately $10 per Unit (based on the
number of Units outstanding as of said Evaluation Time, including the additional
Units issued pursuant to this sentence); in the event that the aggregate value
of Securities in the Trust Fund has decreased since the evaluation on July 26,
2016, there will be a reverse split of the outstanding Units, and said
Unitholder will surrender to the Trustee for cancellation such number of Units,
that the price per Unit computed as of the Evaluation Time on July 27, 2016,
plus the maximum applicable sales charge shall equal approximately $10 per Unit
(based on the number of Units outstanding as of said Evaluation Time, reflecting
cancellation of Units pursuant to this sentence). The Trustee hereby agrees that
on the date of any deposit of additional Securities pursuant to Section 2.05 it
shall acknowledge that the additional Securities identified therein have been
deposited with it by recording on its books the ownership, by the Depositor or
such other person or persons as may be indicated by the Depositor, of the
aggregate number of Units to be issued in respect of such additional Securities
so deposited.

      (24) Section 2.01 is hereby amended and replaced in its entirety with the
following:

      Section 2.01. Deposit of Securities. The Depositor, on the date of the
Reference Trust Agreement, has deposited with the Trustee in trust the
Securities and contracts (or cash or a Letter of Credit in the amount necessary
to settle any contracts for the purchase of Securities entered into by the
Trustee pursuant to the instructions of the Depositor) for the purchase of
Contract Securities listed in the Schedules to the Reference Trust Agreement in
bearer form or duly endorsed in blank or accompanied by all necessary
instruments of assignment and transfer in proper form or Contract Securities
relating to such Securities to be held, managed and applied by the Trustee as
herein provided. The Depositor shall deliver the Securities listed on said
Schedules which were not actually delivered concurrently with the execution and
delivery of the Reference Trust Agreement and which were represented by Contract
Securities to the Trustee within 10 calendar days after said execution and
delivery (the "Delivery Period"). In the event that the purchase of Contract
Securities pursuant to any contract shall not be consummated in accordance with
said contract or if the Securities represented by Contract Securities are not
delivered to a Trust in accordance with this Section 2.01 and the moneys, or, if
applicable, the moneys drawn on the Letter of Credit, deposited by the Depositor
are not utilized for Section 3.17 purchases of Replacement Securities, such
funds, to the extent of the purchase price of Failed Contract Securities for
which no Replacement Security were acquired pursuant to Section 3.17, plus all
amounts described in the next succeeding sentence, shall be credited to the
Capital Account and distributed pursuant to Section 3.05 to Unitholders of
record as of the Income Account Record Date next following the failure of
consummation of such purchase. The Depositor shall cause to be refunded to each
Unitholder his pro rata portion of the sales charge levied on the sale of Units
to such Unitholder attributable to such Failed Contract Security. Any amounts
remaining from moneys drawn on the Letter of Credit which are not used to
purchase Replacement Securities or are not used to provide refunds to
Unitholders shall be paid to the Depositor. The Trustee is hereby irrevocably
authorized to effect registration or transfer of the Securities in fully
registered form to the name of the Trustee or to the name of its nominee or to
hold the Securities in a clearing agency registered with the Securities and
Exchange Commission or in a book entry system operated by the Federal Reserve
Board.

      (25) Section 3.01 is hereby amended by as follows:

      Section 3.01. Initial Costs. Subject to reimbursement as hereinafter
provided, the cost of organizing a Trust and sale of the Trust Units shall be
borne by the Depositor, provided, however, that the liability on the part of the
Depositor under this Section shall not include any fees or other expenses
incurred in connection with the administration of the Trust subsequent to the
deposit referred to in Section 2.01. Upon notification from the Depositor that
the primary offering period is concluded, or after six months, at the discretion
of the Depositor, the Trustee shall withdraw from the Account or Accounts
specified in the Prospectus or, if no Account is therein specified, from the
Capital Account as further set forth in Section 3.03, and pay to the Depositor
the Depositor's reimbursable expenses of organizing the Trust and sale of the
Trust Units in an amount certified to the Trustee by the Depositor but not in
excess of the estimated per-Unit amount set forth in the Prospectus multiplied
by the number of Units outstanding as of the conclusion of the primary offering
period. If the cash balance of the Capital Account is insufficient to make such
withdrawal, the Trustee shall, as directed by the Depositor, sell Securities
identified by the Depositor, or distribute to the Depositor Securities having a
value, as determined under Section 4.01 as of the date of distribution,
sufficient for such reimbursement. Securities sold or distributed to the
Depositor to reimburse the Depositor pursuant to this Section shall be sold or
distributed by the Trustee to the extent practicable, in the percentage ratio
then existing (unless the Trust elects to be treated as a "regulated investment
company" as defined in the United States Internal Revenue Code (the "Internal
Revenue Code"), in which case sales or distributions by the Trustee shall be
made in accordance with the instructions of the Depositor or its designees). The
reimbursement provided for in this Section shall be for the account of the
Unitholders of record at the conclusion of the primary offering period. Any
assets deposited with the Trustee in respect of the expenses reimbursable under
this Section shall be held and administered as assets of the Trust for all
purposes hereunder. The Depositor shall deliver to the Trustee any cash
identified in the Statement of Financial Condition of the Trust included in the
Prospectus not later than the First Settlement Date and the Depositor's
obligation to make such delivery shall be secured by the Letter of Credit
deposited pursuant to Section 2.01. Any cash which the Depositor has identified
as to be used for reimbursement of expenses pursuant to this Section shall be
held by the Trustee, without interest, and reserved for such purpose and,
accordingly, prior to the conclusion of the primary offering period, shall not
be subject to distribution or, unless the Depositor otherwise directs, used for
payment of redemptions in excess of the per-Unit amount payable pursuant to the
next sentence. If a Unitholder redeems Units prior to the conclusion of the
primary offering period, the Trustee shall pay to the Unitholder, in addition to
the Redemption Price of the tendered Units, an amount equal to the estimated
per-Unit cost of organizing the Trust and the sale of Trust Units set forth in
the Prospectus multiplied by the number of Units tendered for redemption; to the
extent the cash on hand in the Trust is insufficient for such payment, the
Trustee shall have the power to sell Securities in accordance with Section 5.02.
As used herein, the Depositor's reimbursable expenses of organizing the Trust
and sale of the Trust Units shall include the cost of the initial preparation
and typesetting of the registration statement, prospectuses (including
preliminary prospectuses), the indenture, and other documents relating to the
Trust, Securities and Exchange Commission and state blue sky registration fees,
the cost of the initial valuation of the portfolio and audit of the Trust, the
costs of a portfolio consultant, if any, the initial fees and expenses of the
Trustee, and legal and other out-of-pocket expenses related thereto but not
including the expenses incurred in the printing of preliminary prospectuses and
prospectuses, expenses incurred in the preparation and printing of brochures and
other advertising materials and any other selling expenses.

      (26) Section 9.01(a)(iii) is hereby amended as follows:

      (a)(iii) to make such other provision regarding matters or questions
arising hereunder as shall not materially adversely affect the interests of the
Unitholders; provided, however, that in no event may any amendment be made which
would adversely affect the status of a Trust for federal income tax purposes.

      (27) Section 3.05 is hereby amended by adding the following as subsection
(b)(vi):

      (b)(vi) Notwithstanding the foregoing, the Trustee shall not be required
to make a distribution from the Income Account or the Capital Account unless the
aggregate cash available for distribution within the meaning of Treas. Reg.
Section 1.671-5(b)(5) from the Income Account and the Capital Account is equal
to or greater than .1% of the net asset value of the Trust on the related Record
Date, provided, however, that the Trustee shall in any event distribute the
balance of the Income Account and Capital Account on the Distribution Date
occurring in December of each year (including in such distribution income
receivable by the Trust on or prior to the December Distribution Date). This
provision is intended to comply with Treas. Reg. Section 1.671-5(c)(2)(v)(C),
and shall be interpreted consistent therewith and with any successor regulation.

      (28) Notwithstanding the foregoing, no In Kind Distribution requests made
pursuant to Section 5.02 and submitted during the 30 business days prior to the
Trust's Mandatory Termination Date will be honored. In addition, no unitholder
will be eligible for an In Kind Distribution of securities pursuant to Section
9.02. Furthermore, the availability of In Kind Distributions may be modified or
discontinued as described in the Prospectus.

      (29) Notwithstanding anything to the contrary in the Standard Terms and
Conditions of the Trust, Section 3.07 shall be amended to add the following
immediately after Section 3.07(a)(ix):

      (x) that as a result of the ownership of a Security, the Trust or its
Unitholders would be a direct or indirect shareholder of a passive foreign
investment company as defined in section 1297(a) of the Internal Revenue Code.

      (xi) that such sale is desirable because a Security is determined to be
taxed as a partnership for U.S. Federal tax purposes.

      (xii) that such sale is necessary for the Trust to comply with such
federal and/or state securities laws, regulations and/or regulatory actions and
interpretations which may be in effect from time to time.

      (30) All references to The Bank of New York in the Standard Terms and
Conditions of the Trust shall be replaced with "The Bank of New York Mellon."

      (31) Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, the eighth paragraph of Section 5.02 shall be amended to
read in its entirety as follows:

      For the purpose of funding the Capital Account for payment of the
Redemption Value with respect to each tender of a Unit or Units for redemption,
the Depositor may direct the Trustee to sell and, in the absence of contrary
direction from the Depositor, the Trustee may sell, the pro rata amount of each
Security allocable to the tendered Units as soon as reasonably practicable
following such tender. In determining such pro rata amount, the Trustee may
apply the calendar month aggregation method provided in Treas. Reg. Section
1.671-5(c)(2)(iv)(G)(3)(i). If the proceeds of such pro rata sales are
insufficient, the Trustee may (i) sell additional Securities as directed by the
Supervisor or, in the absence of direction, sell Securities in amounts which are
reasonably pro rata as determined by the Trustee or (ii) advance funds required
to pay the Redemption Value, provided that the Trustee shall have no obligation
to advance funds if the unreimbursed amount advanced to the Trust for this
purpose then equals at least $15,000. When directed by the Depositor or
determined by the Trustee, but in all events as promptly as reasonably
practicable whenever the unreimbursed amount advanced by the Trustee equals or
exceeds $15,000, the Trustee shall sell additional Securities in the manner
provided in clause (i) of the preceding sentence and shall reimburse itself the
amount of the advance, provided that the Trustee's right to reimbursement shall
not be affected by any delay in sale or reimbursement. The Trustee's right to
reimbursement shall be secured by a lien on the Trust prior to the interest of
the Unitholders. The net proceeds of any sale of Securities representing income
shall be credited to the Income Account and then disbursed therefrom for payment
of expenses and payments to Unitholders as otherwise provided in this Indenture.
The balance of such net proceeds shall be credited to the Capital Account. The
Depositor and the Trustee shall use their reasonable efforts to conduct pro rata
sales of Securities qualifying for exception from tax reporting as described in
Treas. Reg. Section 1.671-5(c)(2)(iv)(G) and, during the final calendar year of
the Trust, qualifying for the exception from tax reporting described in Treas.
Reg. Section 1.671-5(c)(2)(iv)(F). Notwithstanding the foregoing, neither the
Trustee nor the Depositor shall be liable to any person in the event sales
proceeds for any calendar year exceed the general de minimis test of Treas. Reg.
Section 1.671-5(c)(2)(iv)(D)(1) (whether or not due to a failure to sell
Securities pro rata) or otherwise require reporting under Treas. Reg. Section
1.671-5.

      (32) Section 6.02 is hereby amended by adding the following paragraph:

      With respect to any Trust which is a widely held fixed investment trust as
defined in Treas. Reg. Section 1.671-5(b)(22), the Depositor and the Trustee
agree that the Trust meets the requirements of Treas. Reg. Section
1.671-5(f)(1)(i), and the Trustee is authorized: (i) to report in accordance
with any of the safe harbor methods described in Treas. Reg. Section 1.671-5(f);
(ii) to report sales proceeds, whenever permitted, as provided in Treas. Reg.
Section 1.671-5(f)(1)(iv)(B); (iii) to report proceeds of sales and dispositions
described in Treas. Reg. Section 1.671-5(c)(2)(iv)(D)(4)(ii) as provided in
Treas. Reg. Section 1.671-5(c)(2)(iv)(D)(4)(i); (iv) if so directed by the
Depositor, to use the measuring date, as defined in Treas. Reg. Section
1.671-5(c)(2)(iv)(D)(1), in lieu of the start-up date; and (v) to use any method
permitted by the Treasury for the purpose of determining the net asset value of
the Trust pursuant to Treas. Reg. Section 1.671-5(c)(2)(D)(1), if directed to do
so by the Depositor. For purposes of Treas. Reg. Section
1.671-5(f)(1)(iv)(A)(2), the date of the last deposit under 2.01(b) prior to the
expiration of the initial offering period, as certified to the Trustee by the
Depositor, shall be considered the 'start-up date' of the Trust.

      (33) Notwithstanding anything to the contrary in the Standard Terms and
Conditions of the Trust, Section 3.19 is hereby amended by adding the following
paragraph:

      In limited circumstances and only if deemed in the best interests of the
Unitholders, the Depositor is authorized to instruct the Trustee to change the
dates on which the deferred sales charge is deducted as described in the
Prospectus. The deferred sales charge payment dates may be delayed: (i) in order
for a Trust which is a widely held fixed investment trust as defined in Treas.
Reg. Section 1.671-5(b)(22) to report in accordance with any of the safe harbor
methods described in Treas. Reg. Section 1.671-5(f); or (ii) in order for a
Trust which is a regulated investment company as defined by the Internal Revenue
Code to maintain its qualification as a regulated investment company. The
Trustee shall have no liability for any tax or other liability incurred by
reason of action or inaction resulting from such direction. The Depositor will
amend the Prospectus to include the new dates on which the deferred sales charge
will be collected and distributing such notice to Unitholders.

      (34) Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, Section 3.19 shall be amended by adding the following
sentences at the end thereof:

      "To the extent permitted by applicable law and regulatory authorization,
unpaid portions of the deferred sales charge shall be secured by a lien on the
Trust in favor of the Depositor, provided that such lien shall be subordinate to
the lien of the Trustee granted by Section 6.04 of the Standard Terms and
Conditions of Trust. To the extent of such lien, the Trustee shall hold the
assets of the Trust for the benefit of the Depositor, provided that the Trustee
is authorized to make dispositions, distributions and payments for expenses in
the ordinary course of the administration of the Trust without regard to such
lien."

      (35) All reference to Claymore Securities, Inc. in the Standard Terms and
Conditions of Trust shall be replaced with "Guggenheim Funds Distributors, LLC"

      (36) Notwithstanding anything to the contrary in the Standard Terms and
Conditions of the Trust, the first paragraph of Section 9.02 is hereby amended
and restated to read as follows:

      This Indenture and each Trust created hereby shall terminate upon the
maturity, redemption, sale or other disposition as the case may be of the last
Security held in such Trust hereunder unless sooner terminated as hereinbefore
specified, and may be terminated (i) at any time by the written consent of
Unitholders representing at least 66-2/3% of the Units then outstanding or (ii)
if stated in the Prospectus, if the per unit net asset value reaches or exceeds
15% above its initial net asset value as calculated on the date of deposit, net
of the upfront sales charge and other related investment expenses; provided that
in no event shall any Trust continue beyond the Mandatory Termination Date. If
the value of a Trust shall be less than the applicable minimum value stated in
the prospectus (generally 20% of the total value of securities deposited in the
Trust during the initial offering period), the Trustee may in its discretion,
and shall, when so directed by the Depositor, terminate the Trust. Upon the date
of termination the registration books of the Trustee shall be closed.

      (37) Section 3.05(b)(ii) is hereby amended and replaced in its entirety
with the following:

      For the purposes of this Section 3.05, the term "Income Distribution"
shall be calculated as set forth in subparagraph (A), below, unless the
Prospectus provides for the averaging of income distributions, in which case,
"Income Distribution" shall be shall be calculated as set forth in subparagraph
(B), below. Accordingly, the Unitholder's "Income Distribution" shall be equal
to:

      (A) such Unitholder's pro rata share of the cash balance (other than any
amortized discount) in the Income Account computed as of the close of business
on the Income Account Record Date immediately preceding such Income Distribution
after deduction of (1) the fees and expenses then deductible pursuant to Section
3.05(a) and (2) the Trustee's estimate of other expenses properly chargeable to
the Income Account pursuant to the Indenture which have accrued, as of such
Income Account Record Date or are otherwise properly attributable to the period
to which such Income Distribution relates; or

      (B) such Unitholder's pro rata share of the balance in the Income Account
calculated on the basis of a fraction (the numerator of which is one and the
denominator of which is the total number of Distribution Dates per year) of the
estimated annual income to the Trust for the ensuing twelve months computed as
of the close of business on the Record Date immediately preceding such Income
Distribution after deduction of (1) the fees and expenses then deductible
pursuant to Section 3.05(a) and (2) the Trustee's estimate of other expenses
properly chargeable to the Income Account pursuant to the Indenture which have
accrued, as of such Record Date or are otherwise properly attributable to the
period to which such Income Distribution relates.

      In the event that the amount on deposit in the Income Account is not
sufficient for the payment of the amount intended to be distributed to
Unitholders on the basis of the aforesaid computation in paragraph (B), the
Trustee is authorized to advance its own funds and cause to be deposited in and
credited to the Income Account such amounts as may be required to permit payment
of the related distribution to be made as aforesaid and shall be entitled to be
reimbursed, without interest, out of income payments received by the Trust
subsequent to the date of such advance. Any such advance shall be reflected in
the Income Account until repaid.

      This Reference Trust Agreement shall be deemed effective when executed and
delivered by the Sponsor and the Trustee.

      IN WITNESS WHEREOF, the parties hereto have caused this Reference Trust
Agreement to be duly executed.


                 GUGGENHEIM FUNDS DISTRIBUTORS, LLC, DEPOSITOR

                                 By /s/ Amy Lee
                                 --------------
                          Vice President and Secretary


                      THE BANK OF NEW YORK MELLON, TRUSTEE

                             By /s/ Thomas Balbone
                             ---------------------
                                 Vice President




                                   SCHEDULE A

                         SECURITIES INITIALLY DEPOSITED

                   GUGGENHEIM DEFINED PORTFOLIOS, SERIES 1489

        (Note: Incorporated herein and made a part hereof are the "Trust
                 Portfolio(s)" as set forth in the Prospectus.)

EXHIBIT 3.1

                             Chapman and Cutler LLP
                             111 West Monroe Street
                             Chicago, Illinois 60603


                                 July 27, 2016


Guggenheim Funds Distributors, LLC
2455 Corporate West Drive
Lisle, Illinois  60532


                 Re: Guggenheim Defined Portfolios, Series 1489
--------------------------------------------------------------------------------

Ladies and Gentlemen:

      We have served as counsel to Guggenheim Defined Portfolios, Series 1489
(hereinafter referred to as the "Fund"), in connection with the issuance, under
the Reference Trust Agreement dated the date hereof between Guggenheim Funds
Distributors, LLC, as Depositor, and The Bank of New York Mellon, as Trustee, of
Units of fractional undivided interest in the one or more Trusts of said Fund
(hereinafter referred to as the "Units").

      In connection therewith, we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth. We have assumed the genuineness
of all agreements, instruments and documents submitted to us as originals and
the conformity to originals of all copies thereof submitted to us. We have also
assumed the genuineness of all signatures and the legal capacity of all persons
executing agreements, instruments and documents examined or relied upon by us.

      We have not reviewed the financial statements, compilation of the
securities to be acquired by the Fund, or other financial or statistical data
contained in the Registration Statement and the Prospectus, as to which we
understand you have been furnished with the reports of the accountants appearing
in the Registration Statement and the Prospectus. In addition, we have made no
specific inquiry as to whether any stop order or investigatory proceedings have
been commenced with respect to the Registration Statement or the Depositor nor
have we reviewed court or governmental agency dockets.

      Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject: (i) to
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) to limitations under
equitable principles governing the availability of equitable remedies.

      The opinions expressed herein are limited to the laws of the State of New
York. No opinion is expressed as to the effect that the law of any other
jurisdiction might have upon the subject matter of the opinions expressed herein
under applicable conflicts of law principles, rules or regulations or otherwise.
Based on and subject to the foregoing, we are of the opinion that:

      1. The Reference Trust Agreement has been duly authorized and executed and
delivered by an authorized officer of the Depositor and is a valid and binding
obligation of the Depositor in accordance with its terms.

      2. The establishment of book entry positions evidencing the Units in the
Trust(s) of the Fund have been duly authorized by the Depositor. Upon payment of
the consideration for the Units as provided in the Reference Trust Agreement and
the Registration Statement, the Units will be, when sold, validly issued and
purchasers of the Units will not have any obligation to make payments to the
Fund or its creditors (other than the purchase price for the Units) or
contributions to the Fund or its creditors solely by reason of the purchasers'
ownership of the Units.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-211455) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus. This opinion is intended
solely for the benefit of the addressee in connection with the issuance of the
Units of the Fund and may not be relied upon in any other manner or by any other
person without our express written consent.

                                                         Respectfully submitted,

                                                      /s/ Chapman and Cutler LLP
                                                      --------------------------
                                                          CHAPMAN AND CUTLER LLP

EXHIBIT 3.2

                             Chapman and Cutler LLP
                             111 West Monroe Street
                             Chicago, Illinois 60603


                                 July 27, 2016


Guggenheim Funds Distributors, LLC
2455 Corporate West Drive
Lisle, Illinois  60532

The Bank of New York Mellon
2 Hanson Place
Brooklyn, New York  11217


                 Re: Guggenheim Defined Portfolios, Series 1489
                        Health Care Portfolio, Series 21
                         Utilities Portfolio, Series 24
--------------------------------------------------------------------------------

Ladies/Gentlemen:

      We have acted as counsel for Guggenheim Funds Distributors, LLC, depositor
of Guggenheim Defined Portfolios, Series 1489 (the "Fund"), in connection with
the issuance of units of fractional undivided interest in the Fund (the
"Units"), under a trust agreement dated July 27, 2016 (the "Indenture") among
Guggenheim Funds Distributors, LLC, as sponsor (the "Sponsor"), as depositor
(the "Depositor") and evaluator (the "Evaluator"), and The Bank of New York
Mellon, as trustee (the "Trustee"). The Fund is comprised of the following unit
investment trusts: Health Care Portfolio, Series 21 and Utilities Portfolio,
Series 24 (the "Trusts"). This opinion applies only to the Trusts. Holders of
beneficial interests in a Trust are referred to herein as the "Unitholders."

      In this connection, we have examined the registration statement and the
prospectus for the Fund (the "Prospectus"), the Indenture, and such other
instruments and documents, as we have deemed pertinent (the "Transaction
Documents"). For purposes of this opinion, we are assuming that the Trusts will
at all times be operated in accordance with the Indenture and the Prospectus and
that the parties to the Indenture will at all times fully comply with the terms
of the Indenture. Failure to operate the Trusts at all times in accordance with
the Indenture and the Prospectus or failure to comply fully at all times with
the terms of the Indenture could result in tax treatment different from that
described below.

      You have informed us, and we are assuming, that the assets of the Trusts
will consist of portfolios as set forth in the Prospectus. All of the assets of
the Trusts constitute the "Trusts Assets." You have not requested us to examine,
and accordingly we have not examined, any of the Trusts Assets and express no
opinion as to the Federal or state income tax treatment thereof.

      The Transaction Documents include certain representations by the Depositor
and the Trustee with respect to which we have no independent knowledge and have
done no independent investigation. Such representations include, without
limitation, that: (i) the Trusts will acquire and hold the Trusts Assets solely
for the account of the Unitholders; (ii) the activities of the Trusts will
consist of the investment of funds in the Trusts Assets, the collection of the
income and proceeds from such investments, and the incidental replacement of
Trusts Assets and temporary reinvestment of proceeds under limited and specified
circumstances; and (iii) the Trusts have not and will not (a) establish an
office, (b) hire employees, or (c) conduct any acts not permitted by the
Indenture.

      Based upon the foregoing and assuming the accuracy of the aforementioned
representations and assumptions on the date hereof as well as continuing
satisfaction of such representations and assumptions, and based upon an
investigation of such matters of law as we consider to be applicable:

      (i) We are of the opinion that, under existing United States Federal
income tax law, the Trusts are not associations taxable as corporations for
Federal income tax purposes but will be classified as grantor trusts and will be
governed by the provisions of subpart E of Part I of subchapter J (relating to
trusts) of chapter 1, of the Internal Revenue Code of 1986 (the "Code").

      (ii) Section 671 of the Code provides that, where a trust grantor is
treated as the owner of any portion of a trust, there shall then be included in
computing the taxable income and credits of the grantor those items of income,
deductions and credits against tax of the trust which are attributable to that
portion of the trust to the extent that such items would be taken into account
under the Code in computing taxable income or credits against the tax of an
individual. Each Unitholder is treated as the owner of a pro rata portion of the
Trusts under Section 676 of the Code. Therefore, a Unitholder will be considered
as owning a pro rata share of each of the Trusts Assets in the proportion that
the number of Units held by him or her bears to the total number of Units
outstanding. We are of the opinion that, under existing United States Federal
income tax law, (a) under subpart E, subchapter J of chapter 1 of the Code,
income of the Trusts will be treated as income of each Unitholder in the
proportion described above, and an item of Trust income will have the same
character in the hands of a Unitholder as it would have if the Unitholder
directly owned a pro rata portion of the Trusts Assets and (b) each Unitholder
will be considered to have received his or her pro rata share of income derived
from each Trust Asset when such income would be considered to be received by the
Unitholder if the Unitholder directly owned a pro rata portion of the Trusts
Assets.

      (iii) Although the discussion in the Prospectus under the heading "Taxes"
does not purport to discuss all possible United States Federal income tax
consequences of the purchase, ownership and disposition of Units, in our
opinion, under existing United States Federal income tax law, such discussion,
taken as a whole, is an accurate summary in all material respects, to the extent
that the discussion constitutes statements of law or legal conclusions with
respect to United States Federal income tax matters. In this regard, please note
that (a) we have not examined any of the Trusts Assets and we are therefore
unable to express an opinion, and we express no opinion as to the Federal income
tax treatment thereof and (b) the discussion under "Taxes" depends in part on
the facts peculiar to individual Unitholders of which we have made no
investigation and have no knowledge.

      (iv) Based solely upon the existing laws of the State of New York and The
City of New York, administrative interpretations thereof and court decisions as
of the date hereof, we are of the opinion that (a) the Trusts will not be
subject to the New York State franchise tax imposed on domestic and foreign
corporations by Article 9-A of the New York State Tax Law; (b) the Trusts will
not have taxable income subject to the New York State personal income tax
imposed by Article 22 of the New York State Tax Law; (c) the Trusts will not be
subject to the unincorporated business tax imposed by Section 11-503 of the
Administrative Code of The City of New York (the "Administrative Code"); (d) the
Trusts will not be subject to the general corporation tax imposed by The City of
New York on domestic and foreign corporations under Section 11-603 or 11-653 of
the Administrative Code; and (e) the Trusts will not have taxable income subject
to the personal income tax imposed by The City of New York under Section 11-1701
of the Administrative Code.

      Our opinion is based on the Code, the New York State Tax Law, the
Administrative Code, the regulations promulgated thereunder and other relevant
authorities and law, all as in effect on the date hereof. Consequently, future
changes in such laws, the regulations promulgated thereunder and other relevant
authorities and law may cause the tax treatment of the transaction to be
materially different from that described above. This opinion is given as of the
date hereof, and we undertake no, and hereby disclaim any, obligation to advise
you of any change in any matter set forth herein. Our opinion represents only
our legal judgment, is not a guarantee of a result and, unlike a tax ruling, is
binding neither on the Internal Revenue Service, the New York state or city
taxing authorities nor a court of law, and has no official status of any kind.
The Internal Revenue Service, the New York state or city taxing authorities or a
court of law could disagree with the opinion expressed herein. Although we
believe that, in a properly presented case, the opinion expressed herein would
be found to be correct if challenged, there can be no assurance that this will
be the case. In evaluating these tax issues, we have not taken into account the
possibility that a tax return will not be audited, that an issue will not be
raised on audit, or that an issue will be resolved through settlement if raised.

      This opinion, as qualified herein, covers only the opinions expressly
contained herein, and we express no opinion with respect to any other
considerations which may arise relating to the transaction, any other taxes or
any other matters arising under United States Federal, state, local or foreign
law.

      The Committee on Legal Opinions of the American Bar Association
promulgated the "Third-Party Legal Opinion Report, Including the Legal Opinion
Accord," (the "ABA Guidelines") in 1991. Among other things the ABA Guidelines
provide that attorneys should not provide legal opinions as to matters of fact
or financial or economic forecasts (or similar predictions). In this regard,
matters discussed expressly or implicitly within this letter which are
determined to be matters of fact or financial or economic forecasts (or similar
predictions) should be interpreted to be a confirmation of our understanding and
a statement of our belief rather than a legal opinion, regardless of the
language used.

      Chapman and Cutler LLP does not and will not impose any limitation on the
disclosure of tax treatment or tax structure of any transaction relating to this
matter.

      We hereby consent to the filing of this opinion as an exhibit to the
registration statement (File No. 333-211455) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
registration statement and in the related Prospectus.


                                                               Very truly yours,

                                                      /s/ Chapman and Cutler LLP
                                                      --------------------------
                                                          CHAPMAN AND CUTLER LLP

EXHIBIT 3.3


                              DORSEY & WHITNEY LLP
                               COUNSELORS AT LAW
                               51 West 52nd Street
                             New York, NY 10019-6119
                              Writer's Direct Dial
                                 (212) 415-9200
                              Fax: (212) 953-7201


                                 July 27, 2016


The Bank of New York Mellon, as Trustee of
Guggenheim Defined Portfolios, Series 1489
HEALTH CARE PORTFOLIO, SERIES 21
UTILITIES PORTFOLIO, SERIES 24
2 Hanson Place
Brooklyn, New York  11217


Ladies and Gentlemen:

      We are acting as your counsel in connection with the execution and
delivery by you of a certain Reference Trust Agreement (the "Trust Agreement"),
dated as of today's date between Guggenheim Funds Distributors, LLC, as
Depositor (the "Depositor"), and you, as Trustee, establishing Guggenheim
Defined Portfolios, Series 1489; (I) HEALTH CARE PORTFOLIO, SERIES 21; AND (II)
UTILITIES PORTFOLIO, SERIES 24 (the "Trusts"), and the execution by you, as
Trustee under the Trust Agreement, of receipts for units evidencing ownership of
all of the units of fractional undivided interest (such receipts for units and
such aggregate units being herein respectively called "Receipts for Units" and
"Units") in the Trusts, as set forth in the prospectus (the "Prospectus"),
included in the registration statement on Form S-6, as amended to the date
hereof (the "Registration Statement"), relating to the Trusts. The Trusts
consist of equity and/or debt securities (the "Securities") (including delivery
statements relating to contracts for the purchase of certain Securities not yet
delivered and cash, cash equivalents or an irrevocable letter or letters of
credit, or a combination thereof, in the amount required to pay for such
purchases upon the receipt of such Securities) as listed under "Portfolio" in
the Prospectus (such Securities, delivery statements and cash, cash equivalents,
letter or letters of credit being herein called the "Portfolio Assets").

      We have examined the Trust Agreement, and originals (or copies certified
or otherwise identified to our satisfaction) of such other instruments,
certificates and documents as we have deemed necessary or appropriate for the
purpose of rendering this opinion. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to the original documents of all documents
submitted to us as copies. As to any facts material to our opinion, we have,
when relevant facts were not independently established, relied upon the
aforesaid instruments, certificates and documents.

      Based on the foregoing, we are of the opinion that:

      1. The Bank of New York Mellon is a corporation organized under the laws
of the State of New York with the powers of a trust company under the Banking
Law of the State of New York.

      2. The Trust Agreement is in proper form for execution and delivery by
you, as Trustee, and each has been duly executed and delivered by you, as
Trustee, and assuming due authorization, execution and delivery by the
Depositor, the Trust Agreement is a valid and legally binding obligation of The
Bank of New York Mellon.

      3. The Receipts for Units are in proper form for execution by you, as
Trustee, and have been duly executed by you, as Trustee, and pursuant to the
Depositor's instructions, the Trustee has registered on the registration books
of the Trusts the ownership of the Units by Cede & Co., as nominee of The
Depository Trust Company where it has caused the Units to be credited to the
account of the Depositor.

      In rendering the foregoing opinion we have not considered, among other
things, the merchantability of the Portfolio Assets, whether the Portfolio
Assets have been duly authorized and delivered or the tax status of the
Portfolio Assets under any federal, state or local laws.

      The foregoing opinions are limited to the laws of the State of New York
and the federal laws of the United States of America. This opinion is for your
benefit and may not be disclosed to or relied upon by any other person without
our prior written consent.

      We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement relating to the Units and to the use of our name and
the reference to our firm in the Registration Statement and in the Prospectus.


                                                               Very truly yours,

                                                        /s/ DORSEY & WHITNEY LLP
                                                        ------------------------
                                                            DORSEY & WHITNEY LLP

EXHIBIT 4.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      We consent to the reference to our firm under the caption
"Experts-Independent Registered Public Accounting Firm" and to the use of our
report dated July 27, 2016 in the Amendment No. 1 to the Registration Statement
(File No. 333-211455) and related Prospectus of Guggenheim Defined Portfolios,
Series 1489.

                                                          /s/ Grant Thornton LLP
                                                          ----------------------
                                                              GRANT THORNTON LLP


Chicago, Illinois
July 27, 2016

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