Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
August 14, 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 1346
BofA Merrill Lynch Millennials Portfolio, Series 1
File Nos. 333-205361 and 811-03763
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Dear Mr. Bartz:
This letter is in response to your comment given to our office during a
telephone conversation regarding amendment no. 1 to the registration statement
on Form S-6 for Guggenheim Defined Portfolios, Series 1346, filed on August 7,
2015 with the Securities and Exchange Commission (the "Commission"). The
registration statement proposes to offer the BofA Merrill Lynch Millennials
Portfolio, Series 1 (the "Trust").
PROSPECTUS
Investment Summary -- Principal Investment Strategy
1. Since the name of the Trust includes the term "BofA Merrill Lynch
Millennials Portfolio," and the second paragraph of this section describes a
"list of securities published by Merrill Lynch Research" that the sponsor has
referenced in constructing the Trust portfolio, please identify the specific
list that the sponsor has referenced, and revise the 80% policy to provide that
the Trust will invest at least 80% of the value of its assets in securities
included on this particular list. See Rule 35d-1(a)(2)(i) under the Investment
Company Act of 1940.
Response: The 80% policy and the "Principal Investment Strategy" section
have 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