Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
September 29, 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 1235
Quality Dividend Strategy Portfolio, Series 10
File Nos. 333-198501 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 1235, filed on August 29, 2014 with
the Securities and Exchange Commission (the "Commission"). The registration
statement offers the Quality Dividend Strategy Portfolio, Series 10 (the
"Trust").
PROSPECTUS
Investment Summary -- Security Selection -- Guggenheim US High Dividend Strategy
-- Security Selection Rules
1. In step 4, please clarify that the equally weighted securities will each
constitute 2% of the Trust's portfolio. In addition, please change "portfolio
limits" to "strategy limits."
Response: The disclosure has been revised in response to your comment.
Investment Summary -- Security Selection -- Guggenheim US SMID High Dividend
Strategy -- Security Selection Rules
2. In step 4, please clarify that the equally weighted securities will each
constitute 0.5% of the Trust's portfolio. In addition, please change "portfolio
limits" to "strategy limits."
Response: The disclosure has been revised in response to your comment.
Investment Summary -- Security Selection -- Guggenheim International Dividend
Strategy -- Security Selection Rules -- Portfolio Diversification &
Concentration Rules
3. Please clarify this section so that it is clear that the equally
weighted securities will each constitute 0.83% of the Trust's portfolio and that
these diversification restrictions apply only to this strategy and not the full
Trust portfolio.
Response: The disclosure has been revised in response to your comment.
Investment Summary -- Hypothetical Performance Information
4. Please fill in the hypothetical performance numbers in the "Hypothetical
Comparison of Total Return" and "Hypothetical Comparison of Average Annual
Return for the Periods Ending December 31, 2013" tables.
Response: The disclosure has been revised in response to your comment.
Investment Summary -- Principal Risks
5. Please add a risk stating that the securities selected by the Trust may
perform poorly.
Response: An investment strategy risk has been added in response to your
comment.
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