Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
May 23, 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 1181
Floating Rate & Dividend Growth Portfolio, Series 5
File Nos. 333-194963 and 811-03763
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Dear Mr. Bartz:
This letter is in response to your comments given during a telephone
conversation with our office regarding the registration statement on Form S-6
for Guggenheim Defined Portfolios, Series 1181, filed on April 1, 2014 with the
Securities and Exchange Commission (the "Commission"). The registration
statement offers the Floating Rate & Dividend Growth Portfolio, Series 5 (the
"Trust").
PROSPECTUS
Investment Summary -- Security Selection -- Closed-End Fund Selection
1. Please add a maturity or duration policy for the securities held by the
Closed-End Funds.
Response: The following has been added to the end of the first paragraph
of this section: "The sponsor will consider Closed-End Funds investing in
securities of all durations."
Investment Summary -- Security Selection -- Exchange-Traded Fund Selection
2. The duration example uses a duration of three years. Please confirm
that the average duration of the underlying securities is approximately three
years or less. If not, please revise this example to reflect the average
duration of the underlying securities. In addition, please consider moving this
example to the risk section.
Response: We confirm that the average duration of the underlying
securities is approximately three years or less and, therefore, the example does
not need to be revised. In addition, the duration example has been moved to the
risk section.
Investment Summary -- Principal Risks
3. The third bullet under this section includes risk disclosures about
investing in the securities issued mid-capitalization companies. Please add
small-capitalization company risk disclosures.
Response: Even though small-capitalization securities may be included in
the portfolio, we include risks based upon the final portfolio. If
small-capitalization securities are selected for the portfolio of this Trust, we
will add the appropriate risk disclosures.
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