Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
December 10, 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 1120
European High Dividend Portfolio, Series 1
File Nos. 333-192100 and 811-03763
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Dear Mr. Bartz:
This letter is in response to your comments in your letter dated December
3, 2013 regarding the registration statement on Form S-6 for Guggenheim Defined
Portfolios, Series 1120, filed on November 5, 2013 with the Securities and
Exchange Commission (the "Commission"). The registration statement offers the
European High Dividend Portfolio, Series 1 (the "Trust").
PROSPECTUS
Investment Summary -- Principal Investment Strategy
1. This section states that the Trust will invest at least 80% of the value
of its assets in common stocks of European countries. Since the Trust's name
includes the term "high dividend," please revise this policy to provide that the
Trust will invest at least 80% of the value of its assets in dividend-paying
common stocks of European countries. See Rule 35d-1(a)(2)(i) under the
Investment Company Act. This section also states that the Trust will invest in a
portfolio of companies "domiciled" in developed Europe. Please define
"domiciled" in this section, and explain to us how the assets of a company
domiciled in Europe are exposed to the economic fortunes and risks of Europe.
See Investment Company Names, Investment Company Act Release No. 24828, at n.26
(Jan. 17, 2001).
Response: With regard to the term "high dividend," we do not believe that
this Trust's name falls under the Rule 35d-1's 80% naming policy because we
believe that the phrase "high dividend" 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 discusses this possibility. Specifically,
those questions and answers 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. For example, the guidance states that "the
term 'equity income' suggests that a fund focuses its investments in equities
and has an investment objective or strategy of achieving current income."
Similarly, we believe that "high dividend" suggests an investment objective or
strategy of achieving high dividends. Therefore, we do not believe that this
Trust's name falls under the Rule 35d-1's 80% naming policy.
With regard to the statement that the Trust will invest in a portfolio of
companies "domiciled" in developed Europe, the sentence has been revised to
state: "The strategy will invest in a portfolio of companies that are included
in the Russell Developed Europe Index, that distribute significant dividends and
that have attractive dividend payout ratios that the sponsor believes are
sustainable." The Russell Global Indexes methodology looks at various factors to
determine the country assignment of a security and such determination chooses
companies for the Russell Developed Europe Index that are exposed to the
economic fortunes and risks of Europe.
Investment Summary -- Security Selection
2. The second paragraph of this section states that the starting universe
is "composed of names" from the Russell Developed Europe Index (the "Index").
Please revise this section by stating that the starting universe is composed of
"securities" rather than "names," and make similar revisions to the second and
third bullet points in this section. Also, please clarify whether the starting
universe consists of all of the securities in the Index.
Response: The disclosures have been revised as requested.
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
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Morrison C. Warren