SecProbe.io

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   June 21, 2021

  VIA EDGAR

  Division of Investment Management

  U.S. Securities and Exchange Commission

  100 F Street, NE

  Washington, DC 20549

  Attn:     David Manion

   DeCarlo McLaren

        Re:

          Guggenheim Strategic Opportunities Fund (File No. 333-255687) (the “Registrant”)

  Dear Messrs. Manion and McLaren:

  On behalf of the Registrant, we wish to respond by this letter to comments of the U.S. Securities and Exchange Commission (the “SEC” or
    “Commission”) staff on the proxy statement/prospectus filed April 30, 2021 on Form N-14 (the “Proxy Statement/Prospectus”) under the Securities Act of 1933, as amended, on behalf of the Registrant. Certain of the SEC staff’s comments were conveyed via
    a telephone conversation between Mr. Manion and me, as well as Amy Lee and Jim Howley from the Registrant and Brooke Clark and Logan Dalton of Dechert LLP on May 13, 2021.  The SEC staff’s additional comments were conveyed via a telephone conversation
    between Mr. McLaren and me, as well as Julien Bourgeois and Brooke Clark of Dechert LLP on June 1, 2021. Throughout this letter, capitalized terms have the same meaning as in the filing, unless otherwise noted.

  A summary of the SEC staff’s initial comments from Mr. Manion followed by the responses of the Registrant are set forth below:

            1.

            Comment:    On page iv of the Proxy Statement/Prospectus, the disclosure states that the Merger will result in reduced expenses for shareholders of GGM and GOF, whereas the table of Total
                  Expense Ratios on page vi shows higher expenses for GPM and GOF and reduced expenses for GGM.  Please revise the disclosure to clarify which Funds will have reduced expenses.

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  Response:     The discussion on the reduced expenses for GGM and GOF on page iv of the Proxy Statement/Prospectus assumes leverage of 33.3%
    for each Fund and excludes interest expense and acquired fund fees and expenses, whereas the comparison of Total Expense Ratios on page vi does not.  We have revised the disclosure, as shown below, to clarify this difference and align the discussions
    of expenses.

  Reduced expenses for certain shareholders. For purposes of
      comparing each Fund’s expenses, we have assumed that each Fund would have the same leverage of 33.3%, which is the amount of leverage that the Combined Fund estimates using the year following the Merger(s), although this is subject to change.  A Fund
      that utilizes greater leverage will incur more interest expense and will pay a greater advisory fee (as a percentage of net assets) because each Fund’s advisory fee is calculated based on Managed Assets (as defined below).  Assuming 33.3% leverage
      for each Fund, as a result of the Mergers, it is anticipated that shareholders of GGM and GOF could benefit from lower total expenses, excluding interest expense and acquired fund fees and expenses, as shareholders of the Combined Fund. Although
      shareholders of GPM would be expected to experience higher total expenses as shareholders of the Combined Fund, the Adviser believes the increase in total expenses for the GPM shareholders would be more than offset by the enhanced performance
      potential, greater investment flexibility and other anticipated benefits of the Merger. The Adviser currently anticipates utilizing approximately 33% leverage for the Combined Fund post-Merger and maintaining GOF’s current leverage strategy (i.e.,
      utilizing a combination of a credit facility and reverse repurchase agreements). Without assuming leverage of 33.3% for each Fund and excluding interest expense and acquired fund fees and expenses, the Total Expense Ratio of the Combined Fund would
      be lower than the current Total Expense Ratio of GGM, as of March 31, 2021, but the Total Expense Ratio of the Combined Fund would be higher than the current Total Expense Ratio of GPM and GOF, as of March 31, 2021. There is no guarantee that the
      anticipated savings or other benefits in connection with the Mergers will be realized. See “How will the Mergers affect the fees and expenses of the Funds?” for additional information.

            2.

            Comment:     On page iv of the Proxy Statement/Prospectus, the disclosure on the impact that the Merger will have on each Fund’s expenses assumes 33.3% leverage for each Fund.  Please confirm
                  this disclosure aligns with the fee table.

  Response:     For purposes of appropriately comparing the impact of the Proposed Merger on each Fund, the Registrant assumed that each Fund
    had the same leverage of 33.3%, which is the estimated leverage the Combined Fund anticipates using the year following the Merger. The fee table is calculated using historical

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   leverage of each Fund, rather than the estimated 33.3% leverage used in the comparison of expenses.  The fee table is calculated based on average
    leverage during the year ended March 31, 2021, of approximately 31.2% of Managed Assets for GPM, 27.7% of Managed Assets for GGM, 23.3% of Managed Assets for GOF and 26.2% of Managed Assets for the Combined Fund.

            3.

            Comment:     On page viii of the Proxy Statement/Prospectus, in response to the question “Who would bear the expenses of the Mergers?,” there is a discussion on portfolio repositioning. Please
                  quantify the potential impact of any portfolio repositioning. If the impact of any portfolio repositioning is insignificant, please state as such.

  Response:     The Registrant anticipates that transaction costs associated with portfolio repositioning transactions will be de minimis.  The Registrant has updated the disclosure in this section to specifically state that the impact of any portfolio repositioning is expected to be insignificant, as shown below:

  The Funds currently anticipate that transaction costs associated with portfolio repositioning transactions will be de minimis and the potential impact of any portfolio repositioning will be insignificant, although such estimates are subject to change based upon market conditions and other factors.

            4.

            Comment:     On page ix of the Proxy Statement/Prospectus, please disclose the estimated costs of the Mergers.

  Response:     In compliance with Item 4(a) of Schedule 14A, the Registrant disclosed “the cost or anticipated cost” of a solicitation to be
    made by specially engaged employees or paid solicitors and “the names of the persons by whom the cost of solicitation has been or will be borne, directly or indirectly.” Additionally, as noted in the Proxy Statement/Prospectus, regardless of whether
    the Mergers are completed, the costs associated with the Special Meeting and Mergers would be borne by the Adviser. The Registrant respectfully declines to disclose the estimated costs of the Mergers.

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            5.

            Comment:     On page 1 of the Proxy Statement/Prospectus, please clarify the expense areas where shareholders will experience savings as a result of the Merger.

  Response:     The Registrant has revised the disclosure on page 1 of the Proxy Statement/Prospectus, as shown below, to clarify which Funds
    will benefit from reduced expenses as a result of the Merger:

  The Mergers are expected to benefit the shareholders of each Target Fund and the Acquiring Fund by providing the potential for enhanced investment
    opportunities, better performance potential and risk/return profile, reduced expenses for GGM and GOF shareholders (assuming 33.3% leverage for each Fund and excluding interest expense and acquired fund fees and expenses), improved liquidity and
    shareholder value preservation, as described further under “Board Considerations and Reasons for the Mergers” below.  While GPM invests primarily in equity instruments and GGM invests primarily in fixed-income instruments, GOF has a less “constrained”
    strategy and has the ability to invest in a wide range of both debt (without limitation) and equity securities (up to 50% of its total assets). The Adviser believes that a key benefit of the Mergers for GPM and GGM shareholders in the current,
    unpredictable, changing economic and market environments, would be the expanded flexibility offered by GOF’s investment strategies compared to those of GPM and GGM and the potential to adjust GOF’s portfolio to optimize asset allocations in response to
    the Adviser’s investment views.

  Assuming 33.3% leverage for each Fund, as a result of the Mergers, it is anticipated that shareholders of GGM and GOF could benefit from lower total
    expenses, excluding interest expense and acquired fund fees and expenses, as shareholders of the Combined Fund. Although shareholders of GPM would be expected to experience higher total expenses as shareholders of the Combined Fund, the Adviser
    believes the increase in total expenses for the GPM shareholders would be more than offset by the enhanced performance potential, greater investment flexibility and other anticipated benefits of the Merger. The Adviser currently anticipates utilizing
    approximately 33% leverage for the Combined Fund post-Merger and maintaining GOF’s current leverage strategy (i.e., utilizing a combination of a credit facility and reverse repurchase agreements). Without assuming leverage of 33.3% for each Fund and
    excluding interest expense and acquired fund fees and expenses, the Total Expense Ratio of the Combined Fund would be lower than the current Total Expense Ratio of GGM, as of March 31, 2021, but the Total Expense Ratio of the Combined Fund would be
    higher than the current Total Expense Ratio of GPM and GOF, as of March 31, 2021. There is no guarantee that the anticipated savings or other benefits in connection with the Mergers will be realized.

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            6.

            Comment:     On page 45 of the Proxy Statement/Prospectus, the advisory fee of GPM appears to be lower than what was shown in GPM’s financial statements.  Please supplementally discuss this
                  disclosure and the disclosure in prior financial statements. Please discuss the reason for the difference in the total expenses shown in the financial highlights as compared to the total expenses shown in the table on page 45 of the Proxy
                  Statement/Prospectus.

  Response:     The table on page 45 of the Proxy Statement/Prospectus shows the Fund’s Total Annual Fund Operating Expenses for the year
    ended March 31, 2021, based on the Fund’s average leverage during the year ended March 31, 2021, and inclusive of interest expenses and acquired fund fees and expenses.  This may differ from the financial statements, which show the Fund’s total
    expenses for the year ended December 31, 2021. As seen in the below table, the total expenses for the year-ended March 31, 2021, was lower than the total expenses for the year-ended December 31, 2020, due to the lower interest expense charged on the
    leverage outstanding.

              Year-Ended

              Year-Ended

                12/31/2021

              3/31/2021

              Avg Common Assets

              316,069,025

              322,672,021

              Avg Leverage

              144,207,650

              146,079,452

              Total

              460,276,675

              468,751,473

              Leverage %

              31.3

              %

              31.2

              %

              Advisory Fee

              1.17

              %

              1.16

              %

              Interest Expense

              0.61

              %

              0.43

              %

              AFFE

              0.07

              %

              0.07

              %

              Other Expenses

              0.23

              %

              0.23

              %

              Total

              2.08

              %

              1.89

            7.

            Comment:     On page 46 of the Proxy Statement/Prospectus, please supplementally confirm that the amounts shown in the expense examples are accurate.

  Response:     The Registrant confirms that the amounts shown in the expense examples are accurate. The Registrant notes that the amounts
    are based on the Total Expense Ratios including interest expense and exclude acquired fund fees and expenses.

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            8.

            Comment:     On page 47 of the Proxy Statement/Prospectus, please disclose the estimated costs of the Merger.

  Response:     The Registrant refers to the response to comment 4 above.

            9.

            Comment:     In the Financial Highlights section for GGM and GOF, please add references and hyperlinks to each Fund’s semi-annual reports, in addition to the annual reports.

  Response:     The Registrant has updated the Financial Highlights disclosure for GGM and GOF to include references and hyperlinks to each
    Fund’s semi-annual report.

            10.

            Comment:     On page S-45 of the Proxy Statement/Prospectus, it states that “There are no material differences between the accounting policies of each Target Fund and those of the Combined
                  Fund.” Please note that with respect to the Funds’ valuation policies as well.

  Response:     The Registrant has revised the disclosure accordingly, as shown below:

    There are no material differences between the accounting policies and valuation policies of each Target Fund and those of the Combined Fund.

            11.

            Comment:     Please disclose the accounting and performance survivor.

  Response:     The accounting and performance survivor will be GOF, the Acquiring Fund.  The Registrant has added the following statement in
    the Comparison of Performance section of the Prospectus:

    Following the Merger, the Acquiring Fund will be the accounting and performance survivor.

  *          *          *          *          *

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  A summary of the SEC staff’s additional comments from Mr. McLaren followed by the responses of the Registrant are set forth below:

            1.

            Comment:     Please complete or provide information in all instances that are currently blank or bracketed in the amended Proxy Statement/Prospectus filing.

  Response:     The Registrant has provided the requested information.

            2.

            Comment:     Please complete the Calculation of Registration Fee table.

  Response:     The Registrant has revised the disclosure accordingly.

            3.

            Comment:     On page iii of the Notice of Joint Special Meeting of Shareholders, it states “Compared to GPM and GGM, GOF has the strongest historical performance and ratings by market research
                  firms.”  However, the more detailed comparison of Fund performance from page 46 of the prospectus shows that GOF did not have the strongest performance for the 1- and 3-year periods ended March 31, 2021, as compared to the performance of
                  the Target Funds.  Given the recent performance of the Funds, please explain why the statement on page iii is not misleading.

  Response:     The Registrant has updated the statement on page iii, as shown below, to more accurately reflect the performance comparisons
    of the Funds.

  Better performance potential and risk/return profile. Compared
      to GPM and GGM, GOF has the strongest long-term historical performance since the inception of each Fund and the strongest ratings by market research firms.

  GOF has provided better historical performance than GPM and GGM over the 5-year and 10-year periods (each as of March 31, 2021) and since inception
    periods.  GOF has also provided a better risk/return profile and carries higher ratings by market research firms.  Since its inception (July 26, 2007), GOF has provided average annual returns of