SEC Comment Letter for GUGGENHEIM DEFINED PORTFOLIOS, SERIES 2005 (CIK 0001791189) — Apr 24, 2020
GUGGENHEIM DEFINED PORTFOLIOS, SERIES 2005 (CIK 0001791189)
Date: April 24, 2020 · CIK: 0001791189 · Accession: 0000000000-20-003514
AI Filing Summary & Sentiment
File numbers found in text: 333-237377, 811-03763
Letter
April 21, 2020 Eric F. Fess, Esq. Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois 60603 Re: Guggenheim Defined Portfolios, Series 2005 File Nos. 333-237377 and 811-03763 Dear Mr. Fess: On March 25, 2020, you filed a registrati on statement on Form S-6 for Guggenheim Defined Portfolios, Series 2005, a unit investment tr ust that consists of the Blue Chip Dividend Portfolio, Series 1 (the “trust”). We have reviewed the registra tion statement, and have provided our comments below. For convenience, we ge nerally organized our comments using headings and defined terms from the registration statement. Where a comment is made in one location, it is applicable to all similar disclosure app earing elsewhere in the registration statement.
PROSPECTUS Investment Summary — Investment Objective 1. This section states that the trust “seeks to provide above average dividend income potential.” Please delete the term “potential ” from this portion of the trust’s investment objective. Investment Summary — Principal Investment Strategy
2. The name of the trust includes the terms “blue chip” and “dividend,” both of which suggest particular types of investments. Please revise the trus t’s current 80% policy to state that the trust will invest at least 80% of the value of its assets in divi dend-paying blue chip securities. See Rule 35d-1(a)(2)(i) under the Investment Company Act of 1940. Please also provide a definition of “blue chip” in this section (e.g., an established co mpany with a national reputation for quality, reliability, financial strength).
Eric F. Fess, Esq. April 21, 2020 Page 2 3. The first paragraph of this section states that the trust may invest in non-U.S. companies. Please explain to us whether the trust’s i nvestments in non-U.S. companies will include emerging market issuers as a principal invest ment strategy and, if s o, provide appropriate disclosure in this section and in the discussions of the trust’s principal risks. Alternatively, please explain to us why the reques ted disclosures are not necessary.
Investment Summary — Security Selection
4. The fifth bullet point in the second paragra ph of this section states that the sponsor “favors companies that possess a strong compe titive position among their domestic and global peers.” Please provide examples in this section of what the sponsor believes are determinants of a “strong competitive position.” Investment Summary — Principal Risks
5. Significant market events have occurred as a result of the COVID-19 pandemic since this registration statement was filed. Pl ease consider whether the trust’ s disclosures, including risk disclosures, should be revised based on how these events may affect the fund and its investments. If the trust believe s that no additional disclosure is warranted, please explain supplementally why not.
Investment Summary — Who Should Invest
6. The first and fifth bullet points in this sect ion indicate that the trust will hold significant investments in the financial sector. If s o, please provide corresponding disclosures in the discussions of the trust’s principal investment stra tegies and principal risks. If the trust will not have significant investments in the financial sector, please revise th is section accordingly.
GENERAL COMMENTS
7. Please advise us whether you have subm itted or expect to submit any exemptive applications or no-action re quests in connection with your registration statement. 8. We note that portions of the filing are inco mplete. We may have additional comments on such portions when you complete them in pre- effective amendments, on disclosures made in response to this letter, on info rmation you supply to us, or on exhi bits added in any pre-effective amendments. 9. Responses to this letter should be in the fo rm of a pre-effective amendment filed pursuant to Rule 472 under the Securities Act of 1933. Where no change will be made in the filing in response to a comment, please indicate this fact in a letter to us and br iefly state the basis for your position. * * * * * * *
Eric F. Fess, Esq. April 21, 2020 Page 3 In closing, we remind you that the trust and its sponsor are responsible for the accuracy and adequacy of their disclosures, notwithstandi ng any review, comments, action or absence of action by the staff. Should you have any questions prior to filing a pre-effective amendment, please feel free to contact me at 202-551-6959. Sincerely, / s / E d w a r d P . B a r t z E d w a r d P . B a r t z Senior Counsel
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April 21, 2020 Eric F. Fess, Esq. Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois 60603 Re: Guggenheim Defined Portfolios, Series 2005 File Nos. 333-237377 and 811-03763 Dear Mr. Fess: On March 25, 2020, you filed a registrati on statement on Form S-6 for Guggenheim Defined Portfolios, Series 2005, a unit investment tr ust that consists of the Blue Chip Dividend Portfolio, Series 1 (the “trust”). We have reviewed the registra tion statement, and have provided our comments below. For convenience, we ge nerally organized our comments using headings and defined terms from the registration statement. Where a comment is made in one location, it is applicable to all similar disclosure app earing elsewhere in the registration statement. PROSPECTUS Investment Summary — Investment Objective 1. This section states that the trust “seeks to provide above average dividend income potential.” Please delete the term “potential ” from this portion of the trust’s investment objective. Investment Summary — Principal Investment Strategy 2. The name of the trust includes the terms “blue chip” and “dividend,” both of which suggest particular types of investments. Please revise the trus t’s current 80% policy to state that the trust will invest at least 80% of the value of its assets in divi dend-paying blue chip securities. See Rule 35d-1(a)(2)(i) under the Investment Company Act of 1940. Please also provide a definition of “blue chip” in this section (e.g., an established co mpany with a national reputation for quality, reliability, financial strength). Eric F. Fess, Esq. April 21, 2020 Page 2 3. The first paragraph of this section states that the trust may invest in non-U.S. companies. Please explain to us whether the trust’s i nvestments in non-U.S. companies will include emerging market issuers as a principal invest ment strategy and, if s o, provide appropriate disclosure in this section and in the discussions of the trust’s principal risks. Alternatively, please explain to us why the reques ted disclosures are not necessary. Investment Summary — Security Selection 4. The fifth bullet point in the second paragra ph of this section states that the sponsor “favors companies that possess a strong compe titive position among their domestic and global peers.” Please provide examples in this section of what the sponsor believes are determinants of a “strong competitive position.” Investment Summary — Principal Risks 5. Significant market events have occurred as a result of the COVID-19 pandemic since this registration statement was filed. Pl ease consider whether the trust’ s disclosures, including risk disclosures, should be revised based on how these events may affect the fund and its investments. If the trust believe s that no additional disclosure is warranted, please explain supplementally why not. Investment Summary — Who Should Invest 6. The first and fifth bullet points in this sect ion indicate that the trust will hold significant investments in the financial sector. If s o, please provide corresponding disclosures in the discussions of the trust’s principal investment stra tegies and principal risks. If the trust will not have significant investments in the financial sector, please revise th is section accordingly. GENERAL COMMENTS 7. Please advise us whether you have subm itted or expect to submit any exemptive applications or no-action re quests in connection with your registration statement. 8. We note that portions of the filing are inco mplete. We may have additional comments on such portions when you complete them in pre- effective amendments, on disclosures made in response to this letter, on info rmation you supply to us, or on exhi bits added in any pre-effective amendments. 9. Responses to this letter should be in the fo rm of a pre-effective amendment filed pursuant to Rule 472 under the Securities Act of 1933. Where no change will be made in the filing in response to a comment, please indicate this fact in a letter to us and br iefly state the basis for your position. * * * * * * * Eric F. Fess, Esq. April 21, 2020 Page 3 In closing, we remind you that the trust and its sponsor are responsible for the accuracy and adequacy of their disclosures, notwithstandi ng any review, comments, action or absence of action by the staff. Should you have any questions prior to filing a pre-effective amendment, please feel free to contact me at 202-551-6959. Sincerely, / s / E d w a r d P . B a r t z E d w a r d P . B a r t z Senior Counsel