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September 26, 2013  Michael K. Hoffman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY  10036  Re: Guggenheim Strategic Oppor tunities Fund (the “Fund”)
 File Nos.:  333-190872, 811-21982  Dear Mr. Hoffman:
We have reviewed the Fund’s registrati on statement filed on Form N-2 on August 28,
2013.  We have the following comments.

General
1. To the extent the prospectus refers to any legal authority, please confirm that the
authority is identified in the disclosure ( e.g., the Investment Company Act of 1940 ("1940
Act")), and that an explanation of what is perm itted under the authority also is included in the
text or revise the disclosure accordingly.  For example, the "Investment Funds" paragraph within the “Prospectus Summary” indicates that the 1940 Act, “generally limits a registered investment
company's investments in other investment comp anies to 10% of its total assets.  However,
pursuant to certain exemptions set forth in  the 1940 Act and the ru les and regulations
promulgated thereunder and/or in accordance with the terms of  exemptive relief obtained by
certain other investment companies in which th e Fund may seek to invest, the Fund may invest
in excess of this limitation provided that certai n conditions are met.  The Fund will invest in
private investment funds only to  the extent permitted by appli cable rules, regulations and
interpretations of the SEC and NYSE.”
Prospectus
 Prospectus Summary

Investment Funds

2. This section indicates that the Fund, “[ a]s an alternative to holding investments

directly, . . may also obtain investment expos ure to Income Securities and Common Equity
Securities by investing in other inve stment companies, including . . . private investment funds . . .
.  (Emphasis added.)  Please revise the disclosure  to clarify the legal status of these “private
investment funds.”  In particular, disclose whet her they qualify as excluded from the definition
of "investment company" under Sections 3(c)(5)( C), 3(c) (1), or 3(c)(7) of the 1940 Act.
Indicate in that disclosure the maximum percentage the Fund may invest in hedge funds ( i.e.,
expressed as a percentage of the Fund’s total assets ).  Please be aware that to date, the staff has
only permitted mutual funds to invest up to 15% of their total assets in hedge funds. Finally,
confirm that the registration statement discloses al l of the risks related to investing in private
investment funds or revise the disclosure acco rdingly.  In addition, please disclose in plain
English, that private investment funds ar e commonly referred to as hedge funds.

 Derivative Transactions

3. Please confirm that the Fund’s’ derivatives di sclosure is consistent with the SEC staff’s
guidance as articulated in Barry Miller’s letter to the Investme nt Company Institute (Letter to
Ms. Karrie McMillan, General Counsel, Investme nt Company Institute, from Mr. Barry Miller,
Associate Director, Office of Legal and Disclosure, Derivatives-Related Disclosures by
Investment Companies  (July 30, 2010).  In particular, please confirm that all material aspects of
the derivatives in which the Fund may invest are disclosed in th e prospectus, including why and
when the Fund will invest in deri vatives and all related risks, or  revise the text accordingly.

 Government Sponsored Investment Programs

4. Please confirm to the staff that currentl y, the Fund is not inve sting in any U.S.
government sponsored investment programs and that should the Fund begin to invest in any such
program, it will amend the prospectus, as requir ed to reflect that investment strategy.

Closing

 We note that portions of the filing are inco mplete.  We may have additional comments
on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, or on exhibits or financial statemen ts added in any pre-effective
amendment.   Where a comment is made in one location, it is applicable to a ll similar disclosure
appearing elsewhere in the Registration Statement.   Response to this letter should be in th e form of a pre-eff ective amendment filed
pursuant to Rule 472 under the Securities Act.  Where no change will be made in the filing in
response to a comment, please indi cate that fact in your  response letter and br iefly state the basis
for your position.  Where changes are made in response to our comments provide information regarding the nature of the ch ange and, if appropriate, the lo cation of such new or revised
disclosure in the amended filing.  As required by the rule, please insure that you mark new or
revised disclosure to indicate the change.

Please inform the staff of the information the Fu nd proposes to omit from the final pre-effective
amendment pursuant to Rule 430A  under the Securities Act.
Please advise us if you have submitted or expect  to submit a no-action le tter or an exemptive
application in connection with  your Registration Statement.
You should review and comply with all applicable requirements of the federal securities laws in
connection with the preparation and dist ribution of a preliminary prospectus.
We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in these
filings reviewed by the staff to be certain that  they have provided a ll information investors
require for an informed decision.  Since the Co mpany and its management are in possession of
all facts relating to the Company’s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the Company requests acceleration of the effective
date of the pending Registration Statement, it shoul d furnish a letter, at th e time of such request,
acknowledging that:
 the Company is responsible for the adequacy and accuracy of the disc losure in the filing,

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing,

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company fr om its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the Company may not assert the action as a defense to any proceeding initiated by the
Commission or any person under the federal securities laws of  the United States.
In addition, please be advised th at the Division of Enforcement has access to all information you
provide to the staff of the Divi sion of Investment Management in  connection with our review of
your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the Registration
Statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilities.
We will act on the request and, pursuant to dele gated authority, grant acceleration of the
effective date.
Should you have any questions rega rding this letter, please cont act the undersigned at (202) 551-
6974.

      S i n c e r e l y ,
      /s/ Kimberly A. Browning
               Kimberly A. Browning
               Senior Counsel                Disclosure Review Office