Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
August 14, 2017
Mr. Edward Bartz
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Guggenheim Defined Portfolios, Series 1619
NDR Thematic Opportunities Portfolio, Series 1
File Nos. 333-218957 and 811-03763
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Dear Mr. Bartz:
This letter is in response to your comment letter dated July 13, 2017
regarding the registration statement on Form S-6 for Guggenheim Defined
Portfolios, Series 1619, filed on June 23, 2017, with the Securities and
Exchange Commission (the "Commission"). The registration statement proposes to
offer the NDR Thematic Opportunities Portfolio, Series 1 (the "Trust").
PROSPECTUS
Investment Summary -- Principal Investment Strategy
1. This section states that Ned Davis Research ("NDR") will identify
investment themes, and suggest securities for the portfolio that have the
potential to benefit from these investment themes. Please provide a definition
of "investment theme" in this section. Also, please disclose and fully describe
in this section the specific themes (e.g., cybersecurity, clean energy) selected
for the trust by NDR, and include a discussion of what sectors or industries may
be poised to benefit from these specific themes, and why these sectors or
industries may benefit. Also provide similar revisions to the "Security
Selection" section which follows.
Response: A definition of investment theme has been provided and the
"Principal Investment Strategy" section has been revised to provide examples of
themes. As disclosed in the revised language, themes will change from series to
series. Consequently, the Trust believes that the discussion regarding specific
themes and sectors/industries for a given trust is better suited for the
"Security Selection" section. The "Security Selection" section has been revised
to provide more details about how themes, factors and securities are selected.
Investment Summary -- Security Selection
2. The fourth paragraph of this section describes the process by which NDR
"processes the factors relevant to a particular theme," and "identifies specific
securities believed to most benefit from the selected themes." Please revise
this paragraph in plain English, and provide definitions for the "fundamental,"
"technical," and "macro" factors cited in this paragraph. Please also provide
examples of the factors used by the NDR.
Response: The registration statement has been revised in accordance with
this comment.
3. The fifth paragraph of this section states that NDR applies the security
selection processes against the universe of "U.S.-domiciled common stocks," and
that "American depositary receipts and global depositary receipts are not
eligible for inclusion in the portfolio." However, disclosure in the Principal
Investment Strategy section states that the common stocks held by the trust "may
include common stocks of U.S. and non-U.S. companies." In addition, the second
bullet point in the discussion of the trust's principal risks describes the
risks related to the trust's investments in U.S.-listed foreign securities.
Please correct this inconsistency.
Response: U.S.-domiciled common stocks may include securities that are
headquartered or incorporated in another country. Consequently, the Trust
believes the disclosures are sufficient and respectfully declines to make the
requested changes.
4. The fifth paragraph of this section also states that NDR ranks each
security "based on its sensitivity to each of the themes selected for the
trust," and uses the "strength of the sensitivity rankings" to determine initial
recommended security weightings for the portfolio. Please provide additional
disclosure in this section clarifying how the stocks are ranked based on their
sensitivity to the selected themes, and how they are weighted based on the
strength of the sensitivity rankings. Please also provide an example of this
security ranking and weighting process.
Response: The registration statement has been revised in accordance with
this comment.
Investment Summary -- Principal Risks
5. Please provide principal risks in this section that NDR's theme
selection, as well as the security selection methodology, may not produce the
desired investment results.
Response: The registration statement has been revised in accordance with
this comment.
Investment Summary -- Principal Risks
6. Please advise us whether you have submitted or expect to submit any
exemptive applications or no-action requests in connection with your
registration statement.
Response: The Trust has not submitted, nor does it expect to submit, any
exemptive applications or no-action requests in connection with the registration
statement.
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