Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
April 23, 2013
Mr. Edward Bartz
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Guggenheim Defined Portfolios, Series 1033
US Housing Recovery Portfolio, Series 1
File Nos. 333-187417 and 811-03763
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Dear Mr. Bartz:
This letter is in response to your comments in your letter dated April 16,
2013 regarding the registration statement on Form S-6 for Guggenheim Defined
Portfolios, Series 1033, filed on March 21, 2013 with the Securities and
Exchange Commission (the "Commission"). The registration statement offers the US
Housing Recovery Portfolio, Series 1 (the "Trust"). This letter serves to
respond to your comment.
COVER LETTER
1. The cover letter to the registration statement indicates that the Fund
will file an amendment to the registration statement pursuant to Rule 487 under
the Securities Act of 1933 (the "Securities Act"), designating a date for the
registration statement to become effective. Since Rule 487(a)(1) provides for
this procedure "except for the first series of such trust," and the registration
statement indicates that this is the first series of the Trust, please explain
to us why the Fund may pursue effectiveness in reliance on Rule 487. In
addition, please explain to us how the Fund has fulfilled the requirements of
Rule 487(b)(3), specifically, the identification of one or more previous series
of the Trust for which the effective date was determined by the Commission or
its staff, as well the representations described in paragraphs (b)(3), (b)(4),
and (b)(5) of this section.
Response: As discussed with the staff of the Commission, this Trust will
not go automatically effective under Rule 487.
PROSPECTUS
Investment Summary - Principal Investment Strategy
2. The Trust's name includes the term "housing." Therefore, please provide
a policy to invest, under normal circumstances, at least 80% of the value of the
Trust's assets in "housing" securities, and provide the criteria used to
determine whether an investment is a "housing" security. For example, the issuer
derives more than 50% of its revenue from housing construction. See Rule
35d-1(a)(2)(i) under the Investment Company Act of 1940.
Also, since the starting universe described in the Security Selection
section is the Russell 3000 Index, please disclose in this section that the
Trust will invest in small- and mid-capitalization companies.
Response: With regard to the Rule 35d-1 comment, we do not believe that
this Trust's name falls under the Rule 35d-1's 80% naming policy. While the name
does include the term "housing," it is not meant to stand alone but be read in
conjunction with the term "recovery." As indicated by the phrase "housing
recovery," the Trust will invest in companies that have the potential to benefit
from a recovery in the residential housing market.
We believe that the phrase "housing recovery" suggests an investment
objective or strategy instead of a type of investment. The staff of the
Commission has noted that there are instances where a term or phrase in the name
of a fund does not indicate a particular type of investment or industry but,
instead, refers to the investment objective or strategy of the fund. In the
staff of the Commission's guidance titled "Frequently Asked Questions
about Rule 35d-1 (Investment Company Names) (found at
http://www.sec.gov/divisions/investment/guidance/rule35d-1faq.htm), Questions 8
and 9 discuss this possibility. Specifically, those questions note that terms
such as "tax-sensitive," "income" and "growth and income" suggest the investment
objective or strategy of a fund rather than the type of investment. Notably,
Question 9 also indicates how the complete term or phrase used in the name of a
fund changes the way it is viewed. While "income" alone may suggests a strategy,
"fixed income" indicates a type of investment. Similarly, we believe that while
"housing" alone may indicate a type of investment, "housing recovery" suggests
an investment strategy.
To help understand the Trust's goals, it may help to take a look at its
proposed investments. The Trust is projected to be invested in the following
Global Industry Classification Standard sub-industry groups: diversified banks,
regional banks, building products, construction materials, homebuilding, home
furnishings, home furnishing retail, home improvement retail, thrifts & mortgage
finance, forest products and specialized real estate investment trusts. The
Trust's sponsor groups these sub-industry classifications into sleeves and the
approximate breakdown for the portfolio by sleeves is: 10% for banks, 25% for
building and construction materials, 30% for home builders, 15% for home
improvement and furnishing, 10% for mortgage finance and 10% for timber. As
proposed, this portfolio focuses on the various types of companies that have the
potential to benefit from a recovery in the residential housing market.
For the reasons stated above, we do not believe that this Trust's name
falls under the Rule 35d-1's 80% naming policy. As discussed with the staff of
the Commission, the Trust will not include an 80% policy for the reasons stated
above.
With regard to the comment about small- and mid-capitalization companies,
the "Security Selection" section will be revised to disclose that the Trust will
invest in small- and mid-capitalization companies.
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