Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
November 25, 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 1246
Floating Rate & Dividend Growth Portfolio, Series 7
File Nos. 333-198858 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 1246, filed on September 19, 2014 with
the Securities and Exchange Commission (the "Commission"). The registration
statement offers the Floating Rate & Dividend Growth Portfolio, Series 7 (the
"trust").
PROSPECTUS
Investment Summary -- Principal Investment Strategy
1. Please add a maturity policy for the high-yield securities held by the
closed-end funds or exchange-traded funds in the trust's portfolio.
Response: The following has been added to the first paragraph of this
section: "The sponsor will consider Closed-End Funds and ETFs investing in
securities of all durations."
Investment Summary -- Principal Risks
2. The "Principal Investment Strategy" section states that the Trust may
invest in U.S.-listed foreign companies and in companies with all market
capitalizations. Please add disclosure about the risks of investing in
U.S.-listed foreign companies and small-capitalization companies in the
"Principal Risks" section.
Response: Even though U.S.-listed foreign company securities and
small-capitalization securities may be included in the portfolio, we include
risks based upon the final portfolio. If such securities are selected for the
portfolio of this Trust, we will add the appropriate risk disclosures.
3. The duration example in the eighth bullet uses a duration of three
years. Please confirm that the average weighted duration of the closed-end funds
and exchange-traded funds is approximately three years or less. If not, please
revise this example to reflect the average weighted duration of the underlying
securities.
Response: We confirm that the average weighted duration of the underlying
securities is approximately three years or less and, therefore, the example does
not need to be revised.
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