Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
April 25, 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 1174
European Small-Cap Capital Strength Portfolio, Series 1
File Nos. 333-194800 and 811-03763
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Dear Mr. Bartz:
This letter is in response to your comment letter sent on April 23, 2014
regarding the registration statement on Form S-6 for Guggenheim Defined
Portfolios, Series 1174, filed on March 25, 2014 with the Securities and
Exchange Commission (the "Commission"). The registration statement offers the
European Small-Cap Capital Strength Portfolio, Series 1 (the "Trust").
PROSPECTUS
Investment Summary -- Investment Objective
1. This section states that the Trust seeks to provide "total return
through capital appreciation." Since "total return" is generally defined as an
investment return consisting of a combination of income and capital
appreciation, please revise the investment objective to clarify whether the
Trust seeks to provide total return with an emphasis on capital appreciation, or
seeks to provide capital appreciation.
Response: The language has been revised in response to your comment.
Investment Summary -- Principal Investment Strategy
2. The first sentence in this section states that the Trust will invest
80% of its assets in the common stocks of "small capitalization European
companies, as defined by Russell Investments." Since the name of the Trust
includes the term "European," please disclose the specific criteria used by
Russell Investments to determine that a company is tied economically to Europe.
In addition, the first bullet point in the Security Selection section provides
that companies selected by the Trust must be "headquartered" in European
countries. If Russell Investments uses the location of a company's headquarters
as the criterion for determining whether a company is European, please explain
to us how being headquartered in Europe exposes a company to the economic
fortunes and risks of Europe. See Investment Company Names, Investment Company
Act Release No. 24828, at n.24 (Jan. 17, 2001).
Response: The language has been revised in response to your comment. The
Trust will use the Russell Developed Europe Index to determine whether a company
is a European company. 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.
3. This section also provides that small capitalization companies, as
defined by Russell Investments, may have market capitalizations as large as $4.5
billion. However, the first bullet point in the Security Selection section
states that companies selected by the Trust will have market capitalizations as
large as $3.8 billion. Since the Trust will be investing in companies with
market capitalizations of $3.8 billion or less, please revise the maximum market
capitalization disclosed in the discussion of the Trust's principal investment
strategy from $4.5 billion to $3.8 billion so that "small capitalization" is
consistently defined throughout the prospectus.
Response: The language regarding market capitalization in the first bullet
under "Security Selection" has been deleted. In connection with the second
comment, the first step of the strategy has been revised to start with the
smallest 70% of companies in the Russell Developed Europe Index.
Investment Summary -- Security Selection
4. The first bullet point in this section states that the initial universe
comprises "the smallest 70% of companies headquartered in developed Western
European countries." Please clarify whether these are publicly-traded companies,
and identify the specific Western European countries.
Response: Please see the response to comment 3.
Investment Summary -- Principal Risks
5. The fourth bullet point in this section provides a brief description of
some of the risks associated with investing in European securities. Since at
least 80% of the Trust's portfolio will be invested in European securities,
please provide specific additional disclosure regarding the risks of investing
in European securities.
Response: The language has been revised in response to your comment.
Additional revision
The first sentence of the "Principal Investment Strategy" section has been
revised to state: "As of the initial date of deposit, the trust will invest at
least 80% of the value of its assets in common stocks of small-capitalization
European 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
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Morrison C. Warren