Guggenheim Defined Portfolios, Series 2138
Filed: 15 Jul 21, 12:00am
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
July 15, 2021
Via EDGAR Filing
Mr. Edward Bartz
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Guggenheim Defined Portfolios, Series 2138
Balanced Income Builder Portfolio, Series 36
File Nos. 333-256420 and 811-03763
Dear Mr. Bartz:
This letter responds to your comments given during a telephone conversation with our office regarding the registration statement on Form S-6 for Guggenheim Defined Portfolios, Series 2138, filed on May 24, 2021, with the Securities and Exchange Commission. The registration statement proposes to offer the Balanced Income Builder Portfolio, Series 36 (the “trust”).
PROSPECTUS
Investment Summary — Principal Investment Strategy
1. The “Principal Investment Strategy” section states that the trust may invest in real estate investment trusts, non-U.S. companies, companies located in emerging markets, and exchange-traded funds that may invest in senior loans, municipal bonds, preferred securities or floating rate securities. If the trust invests principally in such securities, please provide the corresponding risk disclosures.
Response: If the trust invests in any of the securities listed above, the trust will add the corresponding risk disclosures to the appropriate risk section(s).
Investment Summary — Principal Risks
2. Please provide a risk stating that the investment strategy may not produce the intended results.
Response: In response to this comment, the following will be added to the “Principal Risks” and “Investment Risks” sections, respectively:
Securities selected according to this strategy may not perform as intended. The trust is exposed to additional risk due to its policy of investing in accordance with an investment strategy. Although the trust's investment strategy is designed to achieve the trust's investment objective, the strategy may not prove to be successful. The investment decisions may not produce the intended results and there is no guarantee that the investment objective will be achieved.
Investment strategy risk. The trust is exposed to additional risk due to its policy of investing in accordance with an investment strategy. Although the trust’s investment strategy is designed to achieve the trust’s investment objective, the strategy may not prove to be successful. The investment decisions may not produce the intended results and there is no guarantee that the investment objective will be achieved.
Additional Revision
The “Investment Summary – Fixed-Income Exchange-Traded Funds” section has been revised. Specifically, the second sentence will be amended to add the italicized phrase: “The sponsor, with the assistance of GPIM, has selected fixed-income ETFs believed to have the best potential for current income as well as total return given the sponsors outlook on rates and credit spreads.”
We appreciate your prompt attention to this registration statement. If you have any questions or comments or would like to discuss our responses to your questions, please feel free to contact the undersigned at (312) 845-3484.
Very truly yours,
Chapman and Cutler LLP
By /s/ Morrison C. Warren
Morrison C. Warren