Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
October 14, 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 1231
Guggenheim US High Dividend Strategy Portfolio, Series 14
Guggenheim US SMID High Dividend Portfolio, Series 14
File Nos. 333-198485 and 811-03763
--------------------------------------------------------------------------------
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 1231, filed on August 29, 2014 with
the Securities and Exchange Commission (the "Commission"). The registration
statement offers the Guggenheim US High Dividend Strategy Portfolio, Series 14
and Guggenheim US SMID High Dividend Portfolio, Series 14 (individually, a
"Trust").
PROSPECTUS
Guggenheim US High Dividend Strategy Portfolio, Series 14
Investment Summary
1. Please explain the significance of the term "high" in the name of the
Trust.
Response: The Trust seeks to provide dividend income that greater than the
Trust's benchmark, which is the S&P 500 Index.
Investment Summary -- Principal Investment Strategy
2. Please confirm that the non-U.S. companies will not be included in the
calculation of the Trust's compliance with its policy to invest at least 80% of
the value of its assets in dividend-paying common stocks of U.S. incorporated
companies.
Response: We confirm that non-U.S. companies will not be included in the
calculation of the Trust's compliance with its policy to invest at least 80% of
the value of its assets in dividend-paying common stocks of U.S. incorporated
companies.
Investment Summary -- Security Selection
3. The initial universe begins with the Russell 3000(R) Index, which
includes non-U.S. companies. Please disclose how the Trust will ensure
compliance with its policy to invest at least 80% of the value of its assets in
dividend-paying common stocks of U.S. incorporated companies.
Response: The selection step has been revised in response to this comment.
Investment Summary -- Hypothetical Performance Information
4. Please confirm that the all of the hypothetical performance information
is based upon portfolios that meet the Trust's policy to invest at least 80% of
the value of its assets in dividend-paying common stocks of U.S. incorporated
companies.
Response: We confirm that all of the hypothetical performance information
is based upon portfolios that meet the Trust's policy to invest at least 80% of
the value of its assets in dividend-paying common stocks of U.S. incorporated
companies.
Investment Summary -- Principal Risks
5. The "Security Selection" section states that Trust will exclude
securities with market capitalizations less than $200 million. 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
6. 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.
7. The "Principal Investment Strategy" section states that the Trust may
invest in non-U.S. companies. If the Trust holds non-U.S. companies in its 20%
basket, please add disclosure about the risks of investing in non-U.S.
companies.
Response: If the securities of non-U.S. companies are selected for the
portfolio of this Trust, we will add the appropriate risk disclosures.
Guggenheim US SMID High Dividend Portfolio, Series 14
Investment Summary
8. Please explain the significance of the term "high" in the name of the
Trust.
Response: The Trust seeks to provide dividend income that greater than the
Trust's benchmark, which is the S&P 500 Index.
9. Please add a policy to invest at least 80% of the value of the Trust's
assets in dividend-paying common stocks of U.S. incorporated companies with
small- and mid-capitalizations.
Response: The disclosure has been revised as requested.
10. Please provide a definition for small- and mid-capitalization
companies.
Response: The disclosure has been revised as requested.
Investment Summary -- Principal Investment Strategy
11. Please confirm that the non-U.S. companies will not be included in the
calculation of the Trust's compliance with its policy to invest at least 80% of
the value of its assets in dividend-paying common stocks of U.S. incorporated
companies.
Response: We confirm that non-U.S. companies will not be included in the
calculation of the Trust's compliance with its policy to invest at least 80% of
the value of its assets in dividend-paying common stocks of U.S. incorporated
companies.
Investment Summary -- Security Selection
12. The initial universe begins with the Russell 3000(R) Index, which
includes non-U.S. companies. Please disclose how the Trust will ensure
compliance with its policy to invest at least 80% of the value of its assets in
dividend-paying common stocks of U.S. incorporated companies.
Response: The selection step has been revised in response to this comment.
Investment Summary -- Principal Risks
13. 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.
14. The "Principal Investment Strategy" section states that the Trust may
invest in non-U.S. companies. If the Trust holds non-U.S. companies in its 20%
basket, please add disclosure about the risks of investing in non-U.S.
companies.
Response: If the securities of non-U.S. companies 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
----------------------
Morrison C. Warren