Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
October 7, 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 1232
Convertible & Income Portfolio of Funds, Series 20
File Nos. 333-198480 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 1232, filed on August 29, 2014 with
the Securities and Exchange Commission (the "Commission"). The registration
statement offers the Convertible & Income Portfolio of Funds, Series 20 (the
"Trust").
PROSPECTUS
Investment Summary -- Principal Investment Strategy
1. Please clarify whether the income-producing securities that the
Closed-End Funds invest in include common stock or whether they only consist of
debt securities. If they include common stock, please include a market cap
policy.
Response: The income-producing securities that the Closed-End Funds invest
in may include common stock of any market capitalization. The disclosure has
been revised. If the Closed-End Funds invest significantly all of their assets
in such securities, the risk sections will be revised accordingly.
Investment Summary -- Principal Risks
2. The duration example in the sixth bullet 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.
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.
3. Please add disclosure about the risks of investing in securities of
issuers from emerging markets countries.
Response: Even though the Closed-End Funds held by the Trust may invest in
securities issued by companies located in emerging markets, we include risks
based upon the final portfolio. If some of the Closed-End Funds held by the
Trust invest significantly all of their assets in emerging markets, 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