Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
November 2, 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 1684
Dow Jones Sustainable Growth Portfolio, Series 1
File Nos. 333-220586 and 811-03763
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Dear Mr. Bartz:
This letter responds to your comment letter of October 18, 2017 regarding
the registration statement on Form S-6 for Guggenheim Defined Portfolios, Series
1684, filed on September 22, 2017 with the Securities and Exchange Commission
(the "Commission"). The registration statement proposes to offer the Dow Jones
Sustainable Growth Portfolio, Series 1 (the "Trust").
PROSPECTUS
Cover
1. The trust's use of "sustainability" in its name may be misleading, in
that it may indicate that the trust will invest in companies that follow
environmental, social, or corporate governance criteria. Please revise the
trust's name so that it is consistent with its principal strategy of selecting
companies with "sustainable growth" potential.
Response: The Trust has changed its name to Dow Jones Sustainable Growth
Portfolio, Series 1.
Investment Summary -- Principal Investment Strategy
2. The first sentence in this section states that the trust "contains"
securities included in the Dow Jones Top Cap Growth Index. Please clarify
whether the security selection methodology is only applied to securities
included in this Index, e.g., the trust invests substantially all of its assets
in securities included in the Dow Jones Top Cap Growth Index.
In addition, the penultimate sentence in this section states that the
trust may invest in "non-U.S. companies." Please disclose if the trust may
invest in emerging market companies and, if so, add appropriate emerging market
risks to the discussions of the trust's principal risks.
Response: The prospectus has been revised in accordance with this comment.
Investment Summary -- Security Selection
3. The third bullet point in this section states that companies with
market capitalizations of less than $500 million are excluded by the security
selection methodology. Since companies with market capitalizations as low as
$500 million may be included in the trust portfolio, please disclose in the
"Principal Investment Strategy" section that the trust may invest in small
capitalization companies. Also, please provide small capitalization risk
disclosure in the discussions of the trust's principal risks.
Response: The prospectus has been revised in accordance with this comment.
4. The fourth bullet point in this section states that the security
selection process excludes companies "with a 90-day medium daily traded value of
less than $1 million." Please clarify the meaning of this bullet point in plain
English.
Response: The word "medium" has been replaced with "median."
5. The first sub-bullet point of the fifth bullet point in this section
states that the security selection methodology excludes "20% of the remaining
companies whose asset growth exceeds their sales growth." Please provide
definitions for "asset growth" and "sales growth" in this sub-bullet point,
including the specific time periods over which these variables are determined
(e.g., last five fiscal years). Please also disclose which 20% of companies are
excluded by this sub-bullet point (e.g., the 20% of companies whose asset growth
exceeds their sales growth by the highest percentage).
Response: The prospectus has been revised in accordance with this comment.
6. The fifth bullet point in this section states that the "remaining
universe" of securities is concurrently filtered by the security selection steps
that follow. However, the second sub-bullet point following this disclosure
states that 20% of the companies in the "starting index" are excluded. Please
correct this inconsistency.
Response: The prospectus has been revised in accordance with this comment.
7. The last bullet point in this section states that the final portfolio
is selected by sustainable growth rate, defined as return on equity multiplied
by retained earnings. Please define "return on equity" and "retained earnings"
in this section, including the specific time periods over which these variables
are determined. Please also clarify in this bullet point how the 50 companies
with the highest sustainable growth rates are selected for inclusion in the
final portfolio.
Response: The prospectus has been revised in accordance with this comment.
Investment Summary -- Santa Monica Quantitative (SMQ) Alpha Score
8. The language in this section is highly technical, and may be confusing
to investors. Please revise this section in plain English.
Response: The prospectus has been revised in accordance with this comment.
Investment Summary -- Principal Risks
9. Please provide principal risks stating that the security selection
methodology, and the Santa Monica Quantitative (SMQ) Alpha Score used to weight
the selected portfolio holdings, may not produce the desired investment results.
Response: The prospectus has been revised in accordance with this comment.
GENERAL COMMENTS
10. 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 with the staff 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