Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
March 3, 2014
Mr. Edward Bartz
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Guggenheim Defined Portfolios, Series 1161
Guggenheim US SMID High Dividend Portfolio, Series 12
File Nos. 333-193091 and 811-03763
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Dear Mr. Bartz:
This letter pertains to a name change to Guggenheim US SMID High Dividend
Portfolio, Series 12 (the "Trust"), which filed its registration statement on
Form S-6 for Guggenheim Defined Portfolios, Series 1161 on February 28, 2014
with the Securities and Exchange Commission (the "Commission"). The previous
series was named Guggenheim US SMID High Dividend Strategy Portfolio, Series 11.
Guggenheim Funds Distributors, LLC (the "Sponsor") would like to delete the word
"Strategy" from the name of the Trust.
You have asked us to explain why the Trust is deleting the word "Strategy"
from its name and why this change should not be considered a material change
that prohibits the Trust from going automatically effective under Rule 487 under
the Securities Act of 1933, as amended.
With regard to the reason for the change, the Sponsor would like the change
for marketing purposes.
With regard to Rule 487, we do not believe this is a material change
because neither the substance of the name or the nature of the strategy are
changing. The relevant section, Rule 487(b)(3), states that one of the
conditions for Rule 487 is that:
The registrant identifies one or more previous series of the trust for
which the effective date of the registration statement was determined by
the Commission or its staff, and makes the following representations:
(i) That the portfolio securities deposited in the series with respect
to which the registration statement or pre-effective amendment is
being filed do not differ materially in type or quality from those
deposited in such previous series identified by the registrant; and
(ii) 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 which the registration
statement or pre-effective amendment thereto is being filed, the
registration statement or pre-effective amendment thereto does not
contain disclosures that differ in any material respect from those
contained in the registration statement of such previous series
identified by the registrant;
The Trust will not change the strategy or the security selection process as
a result of this name change. Therefore, we believe that the portfolio
securities deposited in this Trust will not differ materially in the type or
quality from the previous series. Similarly, the way that the Trust will be
conducted will not change materially from the previous series. Therefore, the
registration statement does not contain disclosures that differ in any material
respect from those contained in the registration statement of the previous
series. Because the substance of the name is not materially different, the
portfolio securities will not materially differ in type or quality from the
previous series and the registration statement disclosures are not materially
different from the previous series, we believe that the Trust can go
automatically effective under Rule 487.
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