Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
November 4, 2019
VIA EDGAR FILING
Mr. Edward Bartz
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Guggenheim Defined Portfolios, Series 1562
Defined Outcome Trust: Large Cap Buffer 20 Portfolio, [February 2021]
File Nos. 333-215788 and 811-03763
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Dear Mr. Bartz:
This letter responds to your comments given during a telephone
conversation with our office regarding amendment no. 4 to the registration
statement on Form S-6 for Guggenheim Defined Portfolios, Series 1562, filed on
October 7, 2019 with the Securities and Exchange Commission (the "Commission").
The registration statement proposes to offer the Defined Outcome Trust: Large
Cap Buffer 20 Portfolio, [February 2021] (the "Trust").
PROSPECTUS
Cover Page
1. Because the Trust includes the phrase "Large-Cap" in its name, please
include a policy to invest at least 80% of the value of the Trust's assets in
large-capitalization securities or in the economic equivalent of
large-capitalization securities.
Response: In response to this comment, the Trust has added the following
sentence to the "Principal Investment Strategy" section: "Under normal
circumstances, the trust will invest at least 80% of the value of its assets in
the economic equivalent of large-capitalization securities, as represented by
FLEX Options that entitle the trust purchase or sell shares of the Reference
Asset."
2. In the last sentence of the explanatory paragraph on the cover page,
please add the word "potential" so that sentence reads as follows:
"Additionally, investors that purchase units at a price that is above the unit
price at inception will have a potential maximum return .... "
Response: The disclosure has been revised as requested.
Investment Summary - Investment Objective
3. The prospectus uses the defined term "ETF" to refer the SPDR(R) S&P
500(R) ETF Trust. Please revise this defined term to clarify that this is a
reference asset.
Response: In response to this comment, the defined term has been revised
to "Reference Asset."
Investment Summary - Principal Investment Strategies
4. Please disclose the capped return, buffered amount, maximum loss and
annualized maximum return either in the "Investment Objective" or in the
beginning of the "Principal Investment Strategies" section.
Response: The disclosure has been revised as requested.
5. In the next filing, please fill in the blanks in the "Principal
Investment Strategies" section, including providing the hypothetical total
amount graph.
Response: The information will be provided under a separate cover.
6. At the end of the last sentence of the third and fourth paragraphs
under the "Principal Investment Strategies" section, please add the following:
", reduced by fees and expenses of the trust."
Response: These paragraphs, along with a substantial portion of the
"Principal Investment Strategies" section, has been revised for clarity. The
revised language incorporates this comment.
7. In the first sentence of the fifth paragraph under under the "Principal
Investment Strategies" section, please revise the phrase "receives a return"
because a unitholder will not receive a return of the reference asset has a
negative performance.
Response: In response to this comment, the phrase has been revised to
"receives a payout" whenever applicable in the revised "Principal Investment
Strategies" section.
Additional Revisions
As noted above, the "Principal Investment Strategies" section has been
revised for clarity. In addition, the cap, buffer, returns and hypothetical
examples in the prospectus will have values provided using FLEX Option values as
of the day before deposit. The prospectus has also been revised to include
disclosures regarding the portfolio consultant, portfolio consulting fee and
licensing fee. Lastly, the tax disclosures have been modified to reflect that
the Trust intends to qualify as a regulated investment company.
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