Correspondence 0001528621-23-001201 from GUGGENHEIM DEFINED PORTFOLIOS, SERIES 2336 (CIK 0001956156)
GUGGENHEIM DEFINED PORTFOLIOS, SERIES 2336 (CIK 0001956156)
Date: Aug. 9, 2023 · CIK: 0001956156 · Accession: 0001528621-23-001201
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File numbers found in text: 333-272583, 811-03763
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Chapman and Cutler LLP
320 South Canal Street, 27th Floor
Chicago, Illinois 60606
August 9, 2023
Via EDGAR Filing
Mr. Aaron Brodsky
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Guggenheim Defined Portfolios, Series 2336
Diversified Credit Portfolio of ETFs, Series
23
File Nos. 333-272583 and 811-03763
Dear Mr. Brodsky:
This letter responds to
the comment given during a telephone conversation with our office regarding the registration statement on Form S-6 for Guggenheim
Defined Portfolios, Series 2336, filed on June 12, 2023, with the Securities and Exchange Commission. The registration statement
proposes to offer the Diversified Credit Portfolio of ETFs, Series 23 (the “trust”).
PROSPECTUS
Investment
Summary — Principal Investment Strategy
1. Please
confirm that each exchange-traded fund that will be in the trust’s portfolio has an 80% policy to invest in fixed-income securities
or debt securities.
Response: The
sponsor confirms that each exchange-traded fund that will be in the trust’s portfolio has an 80% policy to invest in fixed-income
securities or debt securities.
2. Please
disclose the risks associated with the types of investments listed in the “Principal Investment Strategy” section.
Response: The
appropriate risk disclosures will be included in the final prospectus based upon the trust’s portfolio. In order to clarify what
types of investments are principal investments of this trust, once the portfolio is selected, a sentence will be added stating the types
of investments that represent a significant amount of the trust’s assets as of the date of deposit.
3. Please
provide a definition for foreign securities and emerging markets.
Response: In
response to this comment, the following will be added to the end of the last paragraph under the “Principal Investment Strategy”
section: “A foreign security is a security for which the primary market is outside the United States. An emerging market economy
is the economy of a developing nation that is becoming more engaged with global markets as it grows. Emerging market economies have some,
but not all, of the characteristics of a developed market.”
4. The
first paragraph under the “Principal Investment Strategy” section notes that the exchange-traded funds may invest in convertible
securities. Please disclose whether the exchange-traded funds will substantially
invest in contingent convertible securities. If so, please disclose this in the principal investment strategies and provide the corresponding
risk disclosures.
Response: The
exchange-traded funds that the trust may invest in do not currently invest substantially in contingent convertible securities.
Investment
Summary — Principal Risks
5. The
sixth bullet mentions “the current period of historically low interest rates.” Please revise this statement.
Response: In
response to this comment, the phrase “the current period of historically low interest rates” will be replaced with “the
current economic environment and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives.”
6. The
risk disclosures relating to senior loans and floating-rate securities has disclosure relating to LIBOR. Please update the LIBOR disclosure.
Response: In
response to this comment, the last paragraph of the senior loan risk disclosure will be replaced with the following:
Certain senior loans in which an ETF may
invest are subject to rates that are tied to an interest rate. Historically, many senior loans were tied to the London Interbank Offered
Rate (“LIBOR”). Since June 30, 2023, LIBOR settings have ceased to be published on a representative basis. Certain replacement
rates have been identified and other replacement rates could be adopted by market participants. It is not possible to predict the effect
of any replacement rates. Any potential effects of the transition away from LIBOR on certain instruments in which an ETF invests can be
difficult to ascertain, and they may vary depending on factors that include, but are not limited to: (i) existing fallback or termination
provisions in individual contracts and (ii) whether, how, and when industry participants develop and adopt new reference rates and fallbacks
for both legacy and new products and instruments. Any effects of the transition away from LIBOR, as well as other unforeseen effects,
could result in losses to an ETF holding senior loans.
Similar revisions will
be made to the floating-rate securities risk disclosure and the risk disclosures under the “Investment Risks” section.
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
Morrison C. Warren