Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
August 12, 2015
Mr. Edward Bartz
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Guggenheim Defined Portfolios, Series 1349
Zacks Income Advantage Strategy Portfolio, Series 31
Zacks Income Advantage Strategy Portfolio (2-year), Series 13
File Nos. 333-205423 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 1349, filed on July 1, 2015 with the
Securities and Exchange Commission (the "Commission"). The registration
statement proposes to offer the Zacks Income Advantage Strategy Portfolio,
Series 31 and Zacks Income Advantage Strategy Portfolio (2-year), Series 13
(each, a "Trust").
PROSPECTUS
Zacks Income Advantage Strategy Portfolio, Series 31
Investment Summary -- Security Selection
1. Under paragraph three of "Common Stock/ADR Segment," please clarify how
the "dividend per share" and "earnings per share" are calculated.
Response: The disclosure has been revised in response to your comment.
2. The "Security Selection" section states that the trust may invest in
closed-end funds that invest in high-yield or "junk" bonds. Please add
disclosure about the risks of investing in high-yield bonds in the "Principal
Risks" section.
Response: The disclosure has been revised in response to your comment.
Please note that in the final prospectus, we include risks based upon the actual
portfolio. If the trust's investment in closed-end funds that invest
significantly all of their assets in high-yield securities do not rise to the
level of a principal risk, we will remove the related disclosure pertaining to
the risks of such securities.
3. Please disclose whether the Trust may invest in securities issued by
small- or mid-capitalization companies in the "Principal Investment Strategy" or
"Security Selection" section.
Response: The Trust may invest in small- and mid-capitalization companies.
The prospectus has been revised to reflect this.
4. Please disclose whether the Trust may invest in securities issued by
foreign companies, including companies located in emerging markets in the
"Principal Investment Strategy" or "Security Selection" section. If so, please
disclose and add the corresponding risks to the risk sections.
Response: The Trust may invest in foreign companies, including companies
located in emerging markets. The prospectus has been revised to reflect this.
Zacks Income Advantage Strategy Portfolio (2-year), Series 13
Investment Summary -- Security Selection
5. Please apply Comments 1-4 to this Trust, as applicable.
Response: The disclosure has been revised in response to the comments.
6. Please conform the disclosure in this Trust to the disclosure in Zacks
Income Advantage Strategy Portfolio, Series 31.
Response: Because Zacks Income Advantage Strategy Portfolio, Series 31
includes hypothetical performance information, the strategy language fully
details the quantitative and objective nature of the strategy. However, Zacks
Income Advantage Strategy Portfolio (2-year), Series 13 does not include
hypothetical performance information and does not require such detailed
language. Although the disclosure is an abbreviated version, it adequately
describes the investment strategy. Therefore, the prospectus disclosure has not
been revised in response to this 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