Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
August 17, 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. 2 to the registration statement
on Form S-6 for Guggenheim Defined Portfolios, Series 1346, filed on August 14,
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. Please confirm that at least 80% of the value of the Trust's assets will
be invested in companies that: (i) are included in the BofAML Global Millennials
Primer Picks Stocks list (the "Millennials List"); and (ii) the sponsor believes
may benefit from the emergence of "Millennials" as a key demographic segment of
the population.
Response: We confirm that the Trust's assets will be invested in companies
that: (i) are included in the Millennials List; and (ii) the sponsor believes
may benefit from the emergence of "Millennials" as a key demographic segment of
the population. Each security must meet both criteria to be included in the 80%
policy.
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