Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
October 4, 2021
Via EDGAR Filing
Ms. Anu Dubey
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Guggenheim Defined Portfolios, Series 2161
Convertible & Income Portfolio of Funds, Series 35
File Nos. 333-258952 and 811-03763
Dear Ms. Dubey:
This letter responds to the comment given during a telephone conversation with our office regarding response letter filed on October 1, 2021, relating to the registration statement on Form S-6 for Guggenheim Defined Portfolios, Series 2161, filed on August 20, 2021, with the Securities and Exchange Commission. The registration statement proposes to offer the Convertible & Income Portfolio of Funds, Series 35 (the “trust”).
Additional comment
1. Please represent to the staff that the next registration statement that will need acceleration will contain disclosure in the registration statement that the principal financial officer also fulfills the role of the principal accounting officer.
Response: We confirm that the next registration statement that will need acceleration will contain disclosure in the registration statement that the principal financial officer also fulfills the role of the principal accounting officer.
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
