SEC Company Response from GUGGENHEIM STRATEGIC OPPORTUNITIES FUND (GOF) (CIK 0001380936) (GOF) — Jul 25, 2007
GUGGENHEIM STRATEGIC OPPORTUNITIES FUND (GOF) (CIK 0001380936)
Date: July 25, 2007 · CIK: 0001380936 · Accession: 0001104659-07-056249
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-138686, 811-21982
Referenced dates: December 11, 2006
Letter
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606-1285
TEL: (312) 407-0700
FAX: (312) 407-0411
www.skadden.com
July 26, 2007
FIRM/AFFILIATE OFFICES
BOSTON
HOUSTON
LOS ANGELES
NEW YORK
PALO ALTO
SAN FRANCISCO
WASHINGTON, D.C.
WILMINGTON
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MOSCOW
MUNICH
PARIS
SINGAPORE
SYDNEY
TOKYO
TORONTO
VIENNA
Mr. Christian T. Sandoe
Securities and Exchange Commission
F Street, NE
Washington, DC 20549
RE:
Claymore/Guggenheim Strategic Opportunities Fund
(File Nos. 333-138686 and 811-21982)
Mr. Sandoe:
Claymore/Guggenheim Strategic Opportunities Fund (the “Fund”) hereby acknowledges the disclosure set forth in the prospectus included in the Fund’s registration statement on Form N-2 that the “Fund may only invest in Affiliated Investment Funds to the extent permitted by applicable law and related interpretations of the staff of the SEC” and confirms that the Fund will not invest in Affiliated Investment Funds unless and until the staff of the Securities and Exchange Commission has acknowledged that such investment is permissible under the Investment Company Act of 1940, as amended, and the general rules and regulations thereunder.
Subsequent to the filing of the Fund’s response to your comment letter dated December 11, 2006, the Fund filed an audited statement of net assets and a report by the Fund’s independent registered public accounting firm regarding such statement, which statement of net assets shows the Fund’s seed capital of $100,084 and a net asset value of $19.10 per share (the net asset value at which the Fund’s common shares will be sold to the underwriters). As disclosed in Note 1 to the statement of net assets, Claymore Advisors, LLC, the investment adviser and sponsor of the Fund (“Investment Adviser”), has incurred and has agreed to pay all organization costs, and the Fund has no obligation to reimburse Claymore for such organization costs; the organizational costs accordingly do not appear as a liability on the Fund’s statement of net assets. In response to comment seven in such comment letter, regarding disclosure in the footnotes to the fee table under Summary of Fund Expenses, the disclosure in the Fund’s prospectus filed under Rule 497 will clarify that the Investment Adviser has so agreed to pay all organization costs of the Fund, and
Mr. Christian Sandoe
July 26, 2007
Page 2
additionally to pay those offering costs of the Fund’s offering of common shares (other than the sales load) that exceed $.04 per common share.
Should you have any additional comments or concerns, please do not hesitate to contact me at (312) 407-0570.
Sincerely,
/s/ Thomas A. Hale
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CORRESP 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 333 WEST WACKER DRIVE CHICAGO, ILLINOIS 60606-1285 TEL: (312) 407-0700 FAX: (312) 407-0411 www.skadden.com July 26, 2007 FIRM/AFFILIATE OFFICES BOSTON HOUSTON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SINGAPORE SYDNEY TOKYO TORONTO VIENNA Mr. Christian T. Sandoe Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 RE: Claymore/Guggenheim Strategic Opportunities Fund (File Nos. 333-138686 and 811-21982) Mr. Sandoe: Claymore/Guggenheim Strategic Opportunities Fund (the “Fund”) hereby acknowledges the disclosure set forth in the prospectus included in the Fund’s registration statement on Form N-2 that the “Fund may only invest in Affiliated Investment Funds to the extent permitted by applicable law and related interpretations of the staff of the SEC” and confirms that the Fund will not invest in Affiliated Investment Funds unless and until the staff of the Securities and Exchange Commission has acknowledged that such investment is permissible under the Investment Company Act of 1940, as amended, and the general rules and regulations thereunder. Subsequent to the filing of the Fund’s response to your comment letter dated December 11, 2006, the Fund filed an audited statement of net assets and a report by the Fund’s independent registered public accounting firm regarding such statement, which statement of net assets shows the Fund’s seed capital of $100,084 and a net asset value of $19.10 per share (the net asset value at which the Fund’s common shares will be sold to the underwriters). As disclosed in Note 1 to the statement of net assets, Claymore Advisors, LLC, the investment adviser and sponsor of the Fund (“Investment Adviser”), has incurred and has agreed to pay all organization costs, and the Fund has no obligation to reimburse Claymore for such organization costs; the organizational costs accordingly do not appear as a liability on the Fund’s statement of net assets. In response to comment seven in such comment letter, regarding disclosure in the footnotes to the fee table under Summary of Fund Expenses, the disclosure in the Fund’s prospectus filed under Rule 497 will clarify that the Investment Adviser has so agreed to pay all organization costs of the Fund, and Mr. Christian Sandoe July 26, 2007 Page 2 additionally to pay those offering costs of the Fund’s offering of common shares (other than the sales load) that exceed $.04 per common share. Should you have any additional comments or concerns, please do not hesitate to contact me at (312) 407-0570. Sincerely, /s/ Thomas A. Hale Thomas A. Hale