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 1328
Guggenheim Investment Grade Corporate Trust 3-7 Year, Series 1
File Nos. 333-204275 and 811-03763
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Dear Mr. Bartz:
This letter is in response to your comment letter dated June 16, 2015
regarding the registration statement on Form S-6 for Guggenheim Defined
Portfolios, Series 1328, filed on May 18, 2015 with the Securities and Exchange
Commission (the "Commission"). The registration statement proposes to offer the
Guggenheim Investment Grade Corporate Trust 3-7 Year, Series 1 (the "Trust").
PROSPECTUS
Investment Summary -- Principal Investment Strategy
1. The first sentence in this section states that the Trust will primarily
invest in corporate debt obligations "generally" maturing in 3 to 7 years.
Please delete the term "generally" from this disclosure.
Response: The disclosure has been revised in response to this comment.
2. The second paragraph of this section identifies the types of securities
that will be held in the Trust portfolio, and includes "corporate instruments."
Please define "corporate instruments" in this section. Also, this paragraph
states that "at least 80% of the portfolio consists of investment-grade
corporate debt obligations maturing in 3-7 years." Please revise this disclosure
to state that the Trust invests at least 80% of the value of its assets in this
type of security. See Rule 35d-1(a)(2)(i) under the Investment Company Act of
1940. Also, please provide the credit quality and maturity policies for the
remaining 20% of the Trust portfolio.
Response: The reference to "corporate instruments" has been removed. In
addition, the 80% policy has been revised in response to this comment and a
sentence has been added disclosing that the Trust intends to invest 100% of the
value of its assets in investment-grade corporate debt obligations maturing in
approximately 3-7 years.
3. The second paragraph of this section also discusses the Trust's unrated
corporate debt holdings. Please revise this section to clarify that, for
purposes of the Trust's 80% policy, the sponsor determines that any unrated
corporate debt obligations held by the Trust, if rated by a nationally
recognized rating service, would be rated investment-grade. Please make a
similar revision to the first bullet point in the "Debt Obligation Selection"
section of the Investment Summary.
Response: The disclosures have been revised in response to this comment.
4. The third paragraph in this section states that the Trust intends to pay
monthly interest distributions, and "expects to prorate the interest distributed
on an annual basis." Please clarify how the Trust will prorate interest
distributions on an annual basis, and provide an example.
Response: The paragraph has been deleted from this section. The
"Distributions" section has been revised to clarify how interest distributions
are prorated.
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