Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
December 8, 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 1390
BulletShares High Yield Low Duration 2017-2020
Bond Ladder Portfolio of ETFs, Series 7
File Nos. 333-207557 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 1390, filed on October 21, 2015, with
the Securities and Exchange Commission (the "Commission"). The registration
statement proposes to offer the BulletShares High Yield Low Duration 2017-2020
Bond Ladder Portfolio of ETFs, Series 7 (the "Trust").
PROSPECTUS
Investment Summary -- Principal Investment Strategy
1. The "Principal Investment Strategy" section states that the Trust
invests in exchange-traded funds that may invest in securities issued by foreign
companies. Please explain whether the Trust may invest in exchange-traded funds
that may invest in securities of issuers located in emerging markets and, if so,
please add this disclosure and relevant risk disclosure.
Response: The following replaces the first sentence of the fourth paragraph
under the "Principal Investment Strategy" section: "The ETFs included in the
portfolio may invest in U.S. dollar-denominated fixed-income securities issued
by foreign companies, including companies located in emerging markets." In
addition, the following paragraph is added as a additional bullet to the
"Principal Risks" section:
Certain ETFs held by the trust may invest in securities issued by companies
headquartered or incorporated in countries considered to be emerging
markets. Emerging markets are generally defined as countries with low per
capita income in the initial stages of their industrialization cycles.
Risks of investing in developing or emerging countries include the
possibility of investment and trading limitations, liquidity concerns,
delays and disruptions in settlement transactions, political uncertainties
and dependence on international trade and development assistance. Companies
headquartered in emerging market countries may be exposed to greater
volatility and market risk.
Investment Summary -- Principal Risks
2. The duration example in the eighth bullet uses a duration of three
years. Please confirm that the average weighted duration of the underlying
securities 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.
TANDY ACKNOWLEDGMENT
In connection with the response to the comments of the staff of the
Commission regarding the Registration Statement on Form S-6 for the registration
under the Securities Act of 1933 and the Investment Company Act of 1940 of
shares of beneficial interest of the Trust, the Trust acknowledges that:
1. The Trust is responsible for the adequacy and accuracy of the disclosure
in such Registration Statement;
2. Staff comments or changes to disclosure in response to staff comments in
such Registration Statement reviewed by the staff do not foreclose the
Commission from taking any action with respect to the Registration Statement;
and
3. The Trust may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.
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