Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
July 21, 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 1209
US 50 Dividend Strategy Portfolio, Series 1
File Nos. 333-196951 and 811-03763
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Dear Mr. Bartz:
This letter is in response to your comment letter dated July 17, 2014
regarding amendment no. 1 to the registration statement on Form S-6 for
Guggenheim Defined Portfolios, Series 1209, filed on June 23, 2014 with the
Securities and Exchange Commission (the "Commission"). The registration
statement offers the US 50 Dividend Strategy Portfolio, Series 1 (the "Trust").
PROSPECTUS
Investment Summary -- Principal Investment Strategy
1. The first sentence in this section states that the Trust will invest at
least 80% of the value of its assets in dividend-paying common stocks of
"quality" U.S. companies. Please define the term "quality" in this section.
Response: The term "quality" has been deleted from this sentence.
2. The second paragraph of this section states that Guggenheim Partners
Investment Management, LLC ("GPIM"), has assisted the sponsor with the selection
of securities to be included in the Trust's portfolio. Please explain to us
whether GPIM has a written contract to serve as an investment adviser to the
Trust pursuant to Section 15 of the Investment Company Act of 1940 and, if not,
explain to us the Trust's basis for GPIM's assistance in the selection of the
Trust portfolio's securities without an investment advisory contract that
complies with the provisions of Section 15.
Response: The sponsors of unit investment trusts ("UITs") have been
responsible for selecting the portfolios of the UITs as a part of their
broker-dealer responsibilities as depositor and have not been regarded as
investment advisers to the UITs under Section 2(a)(20) of the Investment Company
Act of 1940, as amended (the "1940 Act"). The assistance that GPIM provides to
Guggenheim Funds Distributors, LLC (the "Sponsor") helps the Sponsor fulfill its
obligation as a depositor. GPIM is not providing advice to the Trust, rather, it
advises the Sponsor. Accordingly, the Sponsor believes that GPIM is not an
investment adviser of the Trust under the 1940 Act.
Investment Summary -- Principal Investment Strategy
3. The first paragraph of this section states that the Initial Universe
comprises the "3,000 largest U.S. companies," and "may include U.S.-listed
foreign securities." Since foreign securities are not U.S. companies, please
correct this inconsistency. Also, since the Initial Universe may include the
securities of foreign companies, and the Trust has U.S. in its name, please
explain to us how the security selection methodology discussed in this section
ensures that the Trust will invest at least 80% of the value of its assets in
the common stocks of U.S. companies.
Response: Russell Investments determines country classification based upon
a number of factors, including country of incorporation, location of most liquid
securities trading and headquarters location. Due the to the consideration of
multiple factors, a U.S.-listed foreign security may be designated as a U.S.
company by Russell Investments. To ensure that the Trust will invest at least
80% of the value of its assets in the common stocks of U.S. companies, the Trust
has revised step 4 under "Security Selection" to include a filter that at least
80% of the portfolio holds U.S. incorporated companies.
4. The second bullet point in part 2 of this section states that
securities with a market capitalization of less than $1 billion are excluded
from the Sub-Universe. Because of the small capitalization of the Trust's
potential investments, please disclose the investment risks associated with
small-cap and mid-cap common stocks.
Response: Even though small-capitalization and mid-capitalization
securities may be included in the portfolio, we include risks based upon the
final portfolio. In this case, the Trust will invest in such securities so the
appropriate disclosure has been added.
5. Part 4 of this section states that five securities within each sector
will be selected for the final portfolio. Since the Trust has 50 in its name,
please clarify that the final portfolio will comprise 50 equally-weighted common
stocks, and that five stocks will be selected from each of the ten Global
Industry Classification Standard sectors.
Response: The disclosure has been revised as requested.
Investment Summary -- Principal Risks
6. Please provide a risk specific to the Trust, i.e., the possibility that
the common stocks selected using the model may perform poorly. Also, if the
Trust may hold foreign securities, please provide corresponding risk disclosure.
Response: The disclosure has been revised as requested.
Additional Revisions
Based on the strategy, the Trust will hold a small percentage of real
estate investment trusts. Accordingly, the appropriate disclosure about the
risks of holding such securities has been added to the "Investment Risks"
section in the prospectus.
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