SecProbe.io

CORRESP
 1
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 CORRESP

 June 26, 2025
 VIA EDGAR
 Ms. Lauren Hamilton U.S.
Securities and Exchange Commission Division of Investment Management
 100 F Street, NE Washington,
D.C. 20549

 Re: 

 Guggenheim Strategic Opportunities Fund (File No. 811-21982)
 Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust (File No. 811-22437)
 Guggenheim Strategy Funds Trust (File No. 811-22946)
 (each, a “Registrant” and collectively, the “Registrants”) (each Registrant and its series, if any, a “Fund” and
collectively, the “Funds”)
 Dear Ms. Hamilton:
 On behalf of the Registrants, we wish to respond by this letter to comments of the U.S. Securities and Exchange Commission (“SEC”)
staff conveyed via telephone conversation between you and me as well as Michael P. Megaris from the Registrants and Julien Bourgeois and Puyin Bai from Dechert LLP on May 29, 2025. These comments pertain to your review pursuant to the
Sarbanes-Oxley Act of 2002 of the annual reports filed on Form N-CSR and Form N-CEN for each Registrant, relating to fiscal years ended September 30, 2024 or
May 31, 2024, as applicable. A summary of the SEC staff’s comments, followed by the responses of the applicable Registrant(s), is set forth below.

 Comment 1:

 The independent public accountant’s report on internal control attached as an exhibit to each Registrant’s report
filed on Form N-CEN does not indicate the city and state where the report was issued. Item G.1 Instruction 3 of Form N-CEN states that the accountant’s report shall
“indicate the city and state where issued.” Please include this information going forward.

 Response:

 The Registrants acknowledge this comment and confirm that they will include the city and state where issued in the
independent public accountant’s report on internal control in future filings.

 Comment 2:

 The Report of the Independent Registered Public Accounting Firm in each of the annual reports filed on Form N-CSR for Guggenheim Strategic Opportunities Fund and Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust does not indicate whether the information for the latest 5 fiscal years
contained in the senior securities table has been audited. Item 4.3 Instruction 1 requires that the relevant information regarding senior securities “for at least the latest five fiscal years must be audited and must so state.” Please
either file an amended annual report on Form N-CSR with a revised report of the independent audit firm stating that the relevant information presented in the senior securities table has been audited or amend
the Registrants’ registration statements on Form N-2 accordingly.

 1

 Response:

 The applicable Registrants acknowledge this comment and have considered the guidance provided by the SEC staff through Dear
CFO letter 2001-02 (Senior Securities Table Disclosure). The letter states that one way to meet the senior securities audit requirement under Item 4.3 of Form N-2 is to
“include the senior securities table information in the financial highlights,” and “[s]ince the financial highlights are specifically covered by the audit opinion, the senior securities table information also would be covered.”
The applicable Registrants note that their annual reports filed on Form N-CSR include the senior securities table information in the financial highlights, which are covered by the audit opinion for each of the
last five fiscal years. Accordingly, the applicable Registrants believe that their annual reports meet the senior securities audit requirement under Item 4.3 of Form N-2.

 Comment 3:

 Regarding the annual reports of Guggenheim Strategic Opportunities Fund and Guggenheim Taxable Municipal Bond &
Investment Grade Debt Trust filed on Form N-CSR, please supplementally explain in correspondence why Item 4(h) of Form N-CSR is not applicable.

 Response:

 The Registrants responded “Not applicable” as the Registrants’ accountant did not render any non-audit services to the Registrants’ investment adviser or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrants.

 Comment 4:

 For the annual reports of Guggenheim Strategic Opportunities Fund and Guggenheim Taxable Municipal Bond & Investment
Grade Debt Trust filed on Form N-CSR, please explain in correspondence the discrepancies between the weighted average interest rate presented in footnote (7) to the fee table and the weighted average
interest rate in the Notes to Financial Statements. For example, in the annual report of Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust, the weighted average interest rate in footnote (7) to the fee table is 5.63%
while the weighted average interest rate in the Notes to Financial Statements is 5.80%. In the annual report of Guggenheim Strategic Opportunities Fund, the weighted average interest rate in the footnote to the fee table is 5.52% while the weighted
average interest rate in the Notes to Financial Statements is 5.58%.

 Response:

 With respect to Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust, the weighted average interest rate
of 5.80% presented in the notes to financial statements represents the weighted average interest rate on reverse repurchase agreements for the full year ended May 31, 2024. The 5.63% presented in footnote (7) to the fee table is the
weighted average interest rate at May 31, 2024 based on leverage outstanding at May 31, 2024 and is used in the “Other Information” section to present the most current expense impact of interest expense, as of May 31, 2024,
for annual expenses that would be expected to be borne by shareholders. This same rationale is applicable to the discrepancy noted with respect to Guggenheim Strategic Opportunities Fund.

 Comment 5:

 For the annual report of Guggenheim Strategic Opportunities Fund filed on Form
 N-CSR, please explain in correspondence the discrepancy between the total annual expenses presented in the fee table as 2.69% and the total expenses presented in the Financial Highlights as 2.90%, excluding
7 bps of AFFE. For the annual report of Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust filed on Form N-CSR, please explain the discrepancy between the total annual expenses
presented in the fee table as 3.20% and the total expenses presented in the Financial Highlights as 3.15%, excluding 34 bps of AFFE.

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 Response:

 With respect to Guggenheim Strategic Opportunities Fund, the 2.69% presented in the fee table utilizes the weighted average
interest rate on borrowings at May 31, 2024 and financial leverage outstanding at May 31, 2024 to present the most current impact of leverage, as of May 31, 2024, on hypothetical expenses. The 2.90% presented in the Financial
Highlights reflects the average leverage outstanding and average interest rate on borrowings over the full year ended May 31, 2024. This same rationale is applicable to the discrepancy noted with respect to Guggenheim Taxable Municipal
Bond & Investment Grade Debt Trust.

 Comment 6:

 For the annual reports of Guggenheim Strategic Opportunities Fund and Guggenheim Taxable Municipal Bond & Investment
Grade Debt Trust filed on Form N-CSR, please include foreign currency costs on the balance sheet in future financial statements.

 Response:

 The applicable Registrants acknowledge this comment and confirm that they will include foreign currency costs on the balance
sheet in future financial statements.

 Comment 7:

 Regarding all the Funds, for the Funds that invest in collateralized loan obligations, collateralized debt obligations and
other structured finance vehicles, please list the specific class of investments held by the applicable Funds in such vehicles in the Schedule of Investments going forward.

 Response:

 The Registrants acknowledge this comment and note that the Registrants’ reports filed on Form N-CSR contain the specific class of investments held by the applicable Registrant in collateralized loan obligations, collateralized debt obligations and other structured finance vehicles in the Schedule of
Investments. The Registrants confirm that they will continue to list the specific class of investments held by the applicable Registrant in collateralized loan obligations, collateralized debt obligations and other structured finance vehicles in the
Schedule of Investments going forward.
 *  *  *
 Please call the undersigned at 312.357.0375 or Julien Bourgeois at Dechert LLP at 202.261.3451 with any questions or comments regarding this
letter, or if they may assist you in any way.

 Sincerely,

 /s/ James M. Howley          

 James M. Howley

 Chief Financial Officer, Chief Accounting Officer and Treasurer

 Guggenheim Strategic Opportunities Fund

 Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust

 Guggenheim Strategy Funds Trust

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GOF CORRESP

March 17, 2023

VIA EDGAR

Ms. Andrea Ottomanelli Magovern, Esq.

Assistant Director, Disclosure Review Office

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C., 20549

   Re:

   Guggenheim Strategic Opportunities Fund (File No. 811-21982)

Dear Ms. Magovern:

This letter is being filed on behalf of Guggenheim Strategic Opportunities Fund (the "Fund"), a Delaware statutory trust that is registered as a closed-end diversified management investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Pursuant to discussions with the staff (the "Staff") of the Securities and Exchange Commission ("Commission"), we understand that the Staff will not object to the Fund's use of its current shelf registration statement on Form N-2, notwithstanding the Fund's filing on August 10, 2022, of its Form N-CSR for the fiscal year ended May 31, 2022, subject to the remedial measures discussed herein. The Fund acknowledges that it is not seeking relief, nor is the Staff opining regarding, the Fund's status as a well-known seasoned issuer. The Fund's use of its current shelf registration statement on Form N-2 is based upon the specific facts and circumstances involved in this matter.

Pursuant to Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), on September 20, 2021, the Fund filed an automatic shelf registration statement on Form N-2 (the "Registration Statement"), in reliance upon General Instructions A.2 and B to Form N-2. The primary purpose of the Registration Statement was to enable the Fund to sell its common stock through an "at the market" offering program (the "ATM Program").

Pursuant to General Instruction B to Form N-2, the Fund's eligibility to use an automatic shelf registration statement is contingent upon complying with General Instruction A.2 to Form N-2. General Instruction A.2.b to Form N-2 provides that an investment company registrant must have "timely filed all reports required to be filed pursuant to Section 30 of the Investment Company Act during the twelve calendar months and any portion of a month immediately preceding the filing of the registration statement." Section 30(b)(1) of the Investment Company Act requires that "every registered investment company shall file with the Commission such information, documents, and reports (other than financial statements), as the Commission may require to keep reasonably current the information and documents contained in the registration statement of such company filed under this title." Rule 30b2-1 under the Investment Company Act ("Rule 30b2-1") provides that "[e]very registered management investment company shall file a report on Form N- CSR"not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under [Rule 30e-1 under the Investment Company Act]." Rule

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30e-1 under the Investment Company Act provides that "[e]ach report shall be transmitted within 60 days after the close of the period for which such report is being made."

Prior to and since the filing of its Form N-CSR for the fiscal year ended May 31, 2022, the Fund made all filings on Form N-CSR on a timely basis as required by Rule 30b2-1 since December 2011 (when the Fund first commenced its ATM program).

With regard to the Form N-CSR filing for the fiscal year ended May 31, 2022, the Fund planned to finalize and transmit its report prior to the 60th calendar day after the close of its fiscal year end, which fell on a Saturday. The Fund worked with its independent audit firm to finalize the audit on that timeline, but delays with the completion of the audit process arose, and the independent audit firm believed that when a deadline to transmit shareholder reports falls on a weekend, the deadline is pushed to the next business day. No changes to the shareholder report were made after Friday, July 29, 2022, as a result of the work performed by the independent audit firm over the weekend. The Fund transmitted the report to shareholders on Monday, August 1, 2022 (i.e., 62 days after the close of the period). The Fund filed its Form N-CSR on August 10, 2022, nine days after the report was finalized and transmitted to shareholders (i.e., 71 days after the close of the period). The Staff has informed the Fund of its position that the filing was untimely.

Other than the filing of its Form N-CSR for the fiscal year ended May 31, 2022, discussed herein, the Fund has timely filed all reports required to be filed pursuant to Section 30 of the Investment Company Act during the prior twelve calendar months and through the date of this letter.

Pursuant to discussions with the Staff, and on the basis of the specific facts and circumstances at issue here, the Fund has agreed to the following remedial measures.

1.Board reporting – For the next two years (2023 and 2024), the Chief Compliance Officer of the Fund will annually report to the Board of Trustees of the Fund at its first meeting following its Form N-CSR filing for the relevant fiscal year end of the Fund on the effectiveness of the remedial measures described in this letter and in paragraphs 2 and 3 below.

2.Revision of policies and procedures – The Fund will revise its policies and procedures to address any potential weaknesses with respect to the timely filing of reports under Section 30 of the Investment Company Act.

3.Additional training – The Fund will conduct or enhance existing training for relevant personnel regarding timely filing of reports under Section 30 of the Investment Company Act.

4.SEC disclosure review staff reporting – The Chief Compliance Officer of the Fund will provide a written certification to the primary reviewer of the Fund's filings in the Disclosure Review Office of the Commission's Division of Investment Management within two weeks of the filing of the reports with respect to the fiscal years ending May 31, 2023, and May 31, 2024, respectively, confirming that:

a.The policies and procedures that the Fund has in place (including the remedial measures described in paragraphs 1, 2 and 3 above) have been effective to

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ensure the timely filing of reports under Section 30 of the Investment Company Act; and

b.The Fund has filed all such required reports on a timely basis for the prior 12- month period.

Pursuant to discussions with the Staff, the Fund understands that the Staff will not object to the Fund's use of its Registration Statement, notwithstanding the Fund's filing on August 10, 2022, of its Form N-CSR for the fiscal year ended May 31, 2022, subject to the remedial measures outlined above. The Fund acknowledges that the Staff is not opining about whether the Fund meets the definition of a well-known seasoned issuer.

* * *

If you have any questions, please do not hesitate to contact Julien Bourgeois

(202.261.3451; julien.bourgeois@dechert.com) or James Catano (202.261.3376; james.catano@dechert.com). On behalf of the Fund, thank you for your consideration of this request.

Very truly yours,

/s/ Julien Bourgeois

Julien Bourgeois

cc:Amy J. Lee, Esq., Guggenheim Strategic Opportunities Fund

Mark E. Mathiasen, Esq., Guggenheim Strategic Opportunities Fund James V. Catano, Esq., Dechert LLP

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    June 23, 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 a comment of the U.S. Securities and Exchange Commission (the
      “SEC”) staff on the proxy statement/prospectus filed June 21, 2021, on Form N-14 (the “Proxy Statement/Prospectus”) under the Securities Act of 1933, as amended, on behalf of the Registrant, conveyed via a telephone conversation between Mr. Manion
      and Brooke Clark of Dechert LLP on June 22, 2021.  Throughout this letter, capitalized terms have the same meaning as in the filing, unless otherwise noted.  A summary of the SEC staff’s comment followed by the response of the Registrant is set forth
      below.

              1.

              Comment:   Please supplementally confirm that the amounts shown in the expense examples in the Proxy Statement/Prospectus include acquired fund fees and expenses or please
                  update such examples to include acquired fund fees and expenses.

          Response:   The Registrant has updated the expense examples to include acquired fund fees and
        expenses, as shown below.

    The following example is intended to help you compare the costs of investing in the common shares of the Combined Fund pro forma if the Mergers are completed with the costs of investing in GPM, GGM and the Acquiring Fund without the Mergers. An investor in common shares would pay
      the following expenses on a $1,000 investment, assuming (1) the Total Expense Ratio (Including Interest Expenses) for each Fund set forth in the total expenses table above and (2) a 5% annual return throughout the period:

              1 Year

              3 Years

              5 Years

              10 Years

            GPM (Target Fund)

            $19.19

            $59.39

            $102.13

               $221.15(1)

            GGM (Target Fund)

            $22.21

            $68.51

            $117.46

            $252.37

            GOF (Acquiring Fund)

            $18.79

            $58.17

            $100.07

            $216.92

            Pro Forma Combined Fund (GPM into GOF)

            $19.60

            $60.61

            $104.18

            $225.37

            Pro Forma Combined Fund (GGM into GOF)

            $19.19

            $59.39

            $102.13

            $221.15

            Pro Forma Combined Fund (Both Target Funds into GOF)

            $19.60

            $60.61

            $104.18

            $225.37

          (1)

            Prior to June 22, 2010, GPM was managed by an unaffiliated investment sub-adviser that utilized a different investment strategy.

    The examples set for forth above assume common shares of each Fund were owned as of the completion of the Mergers and the
      reinvestment of all dividends and distributions and uses a 5% annual rate of return as mandated by SEC regulations. The examples should not be considered a representation of past or future expenses or annual rates of return. Actual expenses or annual
      rates of return may be more or less than those assumed for purposes of the examples.

    *          *          *          *          *

    Please call Allison Fumai at Dechert LLP at 212.698.3526 or Julien Bourgeois at Dechert LLP at 202.261.3451 with any questions or comments regarding
      this letter, or if they may assist you in any way.

    Very truly yours,

    /s/ Mark E. Mathiasen

    Mark E. Mathiasen

    Secretary

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CORRESP
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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.

    1

  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

    2

   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.

    3

            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.

    4

            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.

    5

            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.

  *          *          *          *          *

    6

  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

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    September 30, 2020

    VIA EDGAR

    Division of Investment Management

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, DC 20549

    Attn: DeCarlo McLaren

    Re: Guggenheim Strategic Opportunities Fund (File Nos. 333-230474 and 811-21982) (the “Registrant”)

    Dear Mr. McLaren:

    In accordance with Rule 461 of the General Rules and Regulations
        under the Securities Act of 1933, as amended, Guggenheim Strategic Opportunities Fund (the “Fund”) hereby requests acceleration of the effective date of the Fund’s Registration Statement on Form N-2 (File Nos. 333-230474 and 811-21982) (the “Registration Statement”) so that it may become effective at 4:00 p.m., Eastern time, on Friday, October 2, 2020, or as soon as practical thereafter.

    In connection with the effectiveness of the Registration Statement, the Fund acknowledges that the disclosure included in the
      Registration Statement is the responsibility of the Fund. The Fund further acknowledges that the action of the Securities and Exchange Commission (the “Commission”) or the staff of the Commission acting pursuant to delegated authority in reviewing
      the Registration Statement does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosures in the Registration Statement; and that the Fund will not assert this action as a defense in any proceeding initiated
      by the Commission or any person under the federal securities laws of the United States.

    Please call Allison Fumai at Dechert LLP at 212.698.3526 or Julien Bourgeois at Dechert LLP at 202.261.3451 with any questions or
      comments regarding this letter, or if they may assist you in any way.

    Sincerely,

    /s/ Mark E. Mathiasen

    Mark E. Mathiasen

    Secretary

CORRESP
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     September 29, 2020

    VIA EDGAR

    Division of Investment Management

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, DC 20549

    Attn: DeCarlo McLaren

    Re: Guggenheim Strategic Opportunities Fund (File Nos. 333-230474 and 811-21982) (the “Registrant”)

    Dear Mr. 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 Post-Effective Amendment No. 3 (“PEA
      #3”) and Amendment No. 29 to the registration statement of the Registrant filed on July 31, 2020.  The SEC staff’s comments were conveyed via a telephone conversation between you and Jeremy Sperlazza of Dechert LLP on September 15, 2020.  Throughout
      this letter, capitalized terms have the same meaning as in the filing, unless otherwise noted.  A summary of the SEC staff’s comments 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 next registration statement filing.

    Response: The Registrant has provided the requested
      information.

              2.

              Comment: On page (iii) of the prospectus, in the paragraph
                beginning “You should read this Prospectus…,” please state that the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC and
                state the address of that site (http://www.sec.gov) as required by General Instruction F.(4)(c)(2).

    Response: The Registrant has added the requested
      disclosure.

              3.

              Comment: Prior to filing the effective version of the registration
                statement, please provide via EDGAR correspondence the completed fee table and expense example.

    Response: The Registrant has provided the fee table and
      expense example below:

            Shareholder Transaction Expenses

              Sales load (as a percentage of offering price)

              —(1)

              Offering expenses borne by the Fund (as a percentage of offering price)

              0.60%(1),(2)

              Dividend Reinvestment Plan fees(3)

              None

            Annual Expenses

            Percentage of Average Net Assets Attributable to Common Shares(4)

            Management fee(5)

            1.00%

            Interest expense(6)

            0.04%

            Acquired fund fees and expenses(7)

            0.08%

            Other expenses(8)

            0.17%

            Total annual expenses(9)

            1.29%

    ______________________

          (1)

            If Common Shares to which this Prospectus relates are sold to or through underwriters, the Prospectus Supplement will set forth any applicable sales load and the estimated offering expenses borne by the Fund.

          (2)

            The Adviser has incurred on behalf of the Fund all costs associated with the Fund’s registration statement and any offerings pursuant to such registration statement. The Fund has agreed, in connection with offerings under this registration
              statement, to reimburse the Adviser for offering expenses incurred by the Adviser on the Fund’s behalf in an amount up to the lesser of the Fund’s actual offering costs or 0.60% of the total offering price of the Common Shares sold in such
              offerings. Amounts in excess of 0.60% of the total offering price of shares sold pursuant to this registration statement will not be subject to recoupment from the Fund. The expense limitation agreement will be in effect for the life of the
              registration statement with respect to all Common Shares sold pursuant to the registration statement and may only be terminated by the Board of Trustees of the Fund.

          (3)

            You will pay brokerage charges if you direct the Plan Agent to sell your Common Shares held in a dividend reinvestment account. See “Dividend Reinvestment Plan.”

          (4)

            Based upon average net assets applicable to Common Shares during the year ended May 31, 2020.

          (5)

            The Fund pays the Investment Adviser a fee, payable monthly in arrears at an annual rate equal to 1.00% of the Fund’s average daily Managed Assets (as defined herein). The fee shown above is based
                upon outstanding Financial Leverage of 8.7% of the Fund’s Managed Assets. If Financial Leverage of more than 8.7% of the Fund’s Managed Assets is used, the management fees shown would be higher.

          (6)

            Includes interest expense on borrowings under the Fund’s committed facility agreement and reverse repurchase agreements, based on the Fund’s outstanding Financial Leverage as of May 31, 2020.
              The Fund has entered into a committed facility agreement pursuant to which it may borrow up to $80 million. As of May 31, 2020, outstanding Borrowings under the committed facility agreement were $19.3 million, which represented approximately
              2.7% of the Fund’s Managed Assets as of such date. In addition, as of May 31, 2020, the Fund had reverse repurchase agreements outstanding representing Financial Leverage equal to approximately 6.0% of the Fund’s Managed Assets. As of May 31,
              2020, the Fund’s total Financial Leverage represented approximately 8.7% of the Fund’s Managed Assets. The cost of Financial Leverage, including the portion of the investment advisory fee attributable to the assets purchased with the proceeds
              of Financial Leverage, is borne by Common Shareholders. The actual amount of interest payments on borrowed funds and interest expense on reverse repurchase agreements borne by the Fund will vary over time in accordance with the level of the
              Fund’s use of Borrowings and reverse repurchase agreements and variations in market interest rates.

          (7)

            Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year, reflecting the fees and expenses borne by the Fund as an investor in other investment companies during the most recently completed fiscal year and
              the expected investment of the proceeds of this offering.

          (8)

            Other expenses are estimated based upon those incurred during the fiscal year ended May 31, 2020.

          (9)

            The Total Annual Fund Operating Expenses in this fee table may not correlate to the expense ratios in the Fund’s financial highlights and financial statements because the financial highlights and financial statements reflect only the
              operating expenses of the Fund and do not include Acquired Fund Fees and Expenses, which are fees and expenses incurred indirectly by the Fund through its investments in certain underlying investment companies.

    2

    Example

    As required by relevant SEC regulations, the following Example illustrates the expenses that you would pay on a $1,000 investment in Common Shares, assuming (1) “Total annual expenses” of 1.29% of net assets
      attributable to Common Shares and (2) a 5% annual return*:

            1 Year

            3 Years

            5 Years

            10 Years

              Total Expenses Incurred(1)

              $13

              $41

              $71

              $156

    ______________________

          *

            The Example should not be considered a representation of future expenses or returns. Actual expenses may be higher or lower than those assumed. Moreover, the Fund’s actual rate of return may be higher or
                lower than the hypothetical 5% return shown in the Example. The Example assumes that all dividends and distributions are reinvested at net asset value.

    Assuming the Fund does not utilize Financial Leverage, the estimated total expenses incurred for the 1, 3, 5 and 10 year period would be $13, $40, $68 and $151, respectively.

    (1) The example above does not include sales loads or
      estimated offering costs. In connection with an offering of Common Shares, the Prospectus Supplement will set forth an Example including sales load and estimated offering costs.

              4.

              Comment:        Please confirm that the cover page of the next registration statement filing will include the appropriate checkboxes as required by Form N-2.

    Response:      The Registrant confirms that the cover page of the effective version of the registration statement will contain the appropriate checkboxes under Form N-2.

    *      *      *

    Please call Allison Fumai at Dechert LLP at 212.698.3526 or Julien Bourgeois at Dechert LLP at 202.261.3451 with any questions or comments regarding this letter, or if they may assist you in any
      way.

    Very truly yours,

    /s/ Mark E. Mathiasen

    Mark E. Mathiasen

    Secretary

    3

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		Document

January 31, 2020

VIA EDGAR

Mr. David Manion

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

Re:

      Guggenheim Strategic Opportunities Fund (File Nos. 811-21982; 333-230474)

Guggenheim Taxable Municipal Managed Duration Trust (File Nos. 811-22437; 333-233605)

Guggenheim Enhanced Equity Income Fund (File No. 811-21681)

(collectively, the “Registrants”)

Dear Mr. Manion:

On behalf of the Registrants, we wish to respond by this letter to comments of the U.S. Securities and Exchange Commission (“SEC”) staff conveyed via telephone conversation between you and me as well as Michael P. Megaris and James M. Howley from the Registrants and Julien Bourgeois and James V. Catano from Dechert LLP on January 2, 2020.  These comments pertain to your review pursuant to the Sarbanes-Oxley Act of 2002 of the annual reports filed on Form N-CSR for each Registrant, relating to fiscal years-ended December 31, 2018 or May 31, 2019, as applicable.  A summary of the SEC staff’s comments, followed by the responses of the applicable Registrant(s), is set forth below.

Comment 1:

 Please indicate in your response whether the Guggenheim Strategic Opportunities Fund invests in loans that it characterizes as “covenant lite” loans. If so, please consider adding or revising related disclosures in the prospectus and notes to the financial statements, as may be warranted.

Response:

 A portion of the Registrant’s investments in loans and similar debt obligations is sometimes referred to as “covenant lite” loans or obligations.  The Registrant will include related disclosures in subsequent registration statements and shareholder reports.

Comment 2:

 Please consider adding disclosure to the prospectus and notes to the financial statements for the Guggenheim Strategic Opportunities Fund with respect to the status of bank loans as “securities” under the Securities Act of 1933 and the application of anti-fraud provisions thereunder.

Response:

 The Registrant will include such disclosures in subsequent registration statements and shareholder reports.

Comment 3:

 Please confirm in your response whether the Guggenheim Strategic Opportunities Fund received significant “other income” (as this term is used for purposes of applicable provisions of Regulation S-X) from its investments in loans.  If so, please disclose the amount received

separately and describe the accounting policies used for recognition of such income in future shareholder reports.

Response:

 The “other income” that Guggenheim Strategic Opportunities Fund received from its investments in loans was not considered significant. We will disclose in future shareholder reports the accounting policies used for the recognition of such income and, when significant, the amount received.

Comment 4:

 In the Registrants’ Form N-CEN filings, the reporting of management fees and net annual operating expenses in response to Items D.8 and D.9 of Form N-CEN, respectively, should be made by including a percentage of net assets, rather than a decimal. Please amend the Form N-CEN filings for Guggenheim Strategic Opportunities Fund and Guggenheim Taxable Municipal Managed Duration Trust, accordingly.

Response:

 Guggenheim Strategic Opportunities Fund and Guggenheim Taxable Municipal Managed Duration Trust have filed amendments to their respective Form N-CEN filings for their fiscal year-ended May 31, 2019 in response to this comment.  Each Registrant will respond to Items D.8 and D.9 of Form N-CEN accordingly in future filings.

Comment 5:

 In the Registrants’ Form N-CEN filings, the reporting of net annual operating expenses in response to Item D.9 of Form N-CEN should include “interest expenses” (as this term is used for purposes of applicable provisions of Regulation S-X). Please amend the Form N-CEN filings for Guggenheim Strategic Opportunities Fund and Guggenheim Taxable Municipal Managed Duration Trust, accordingly.

Response:

 Guggenheim Strategic Opportunities Fund and Guggenheim Taxable Municipal Managed Duration Trust have filed amendments to their respective Form N-CEN filings for their fiscal year-ended May 31, 2019 in response to this comment.  Each Registrant will respond to Item D.9 of Form N-CEN accordingly in future filings.

*      *      *

Please call Julien Bourgeois at Dechert LLP at 202.261.3451 or James V. Catano at Dechert LLP at 202.261.3376 with any questions or comments regarding this letter, or if they may assist you in any way.

Sincerely,

/s/ John L. Sullivan

John L. Sullivan

Chief Financial Officer, Chief Accounting Officer and Treasurer

Guggenheim Strategic Opportunities Fund

Guggenheim Taxable Municipal Managed Duration Trust

Guggenheim Enhanced Equity Income Fund

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[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

June 27, 2019

Sonny Oh

Christina Fettig

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

RE:
Guggenheim Strategic Opportunities Fund

(File Nos. 333-230474 and 811-21982)

Dear Mr. Oh and Ms. Fettig:

Thank you for your telephonic comments regarding Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (the “Registration Statement”) filed by Guggenheim Strategic Opportunities Fund (the “Fund”) on June 7, 2019. We have considered your comments to the Registration Statement and, on behalf of the Fund, responses to those comments are set forth below. Changes will be reflected in Pre-Effective Amendment No. 2 to the Registration Statement, which the Fund intends to file on or about the date hereof and will be marked to show all changes made since the filing of the Registration Statement. Capitalized terms not defined herein have the definitions provided to them in the Registration Statement.

Cover Page—Financial Leverage

Comment 1:

At the first instance that the disclosure refers to the lender under the Fund’s credit facility, please use the full name of the bank and define if you prefer to use an abbreviated name thereafter.

Response:

The Fund has revised the disclosure as requested.

Summary of Fund Expenses

Comment 2:

Revise footnote 2 to the Fee Table to state that the expense limitation will be in effect for at least one year and can be terminated only by the Board.

Response:

The Fund has revised footnote 2 as requested.

1

Comment 3

Footnote 7 to the Fee Table states that other expenses are estimated based upon those incurred during the fiscal year ended November 30, 2018. Revise to clarify if this reference should be to the period ended November 30, 2018 or the fiscal year ended May 31, 2018.

Response

The Fund has revised footnote 7 to clarify that other expenses are estimated based upon those incurred during the period ended November 30, 2018.

Comment 4

Confirm that the presentation of the table contained in footnote 8 is not as prominent or more prominent than fee table itself.

Response

The Fund confirms that the  presentation of the table in footnote 8 is not as prominent or more prominent than fee table itself. The footnotes are presented in a smaller font and indented from the fee table, and the table contained in footnote 8 is set forth in the same smaller font and indentation style as the rest of the footnotes.

* * * * * *

Should you have any questions concerning our responses to your comments, please direct them to the undersigned at (312) 407-0641.

Sincerely,

/s/ Kevin T. Hardy

 Kevin T. Hardy

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[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

June 7, 2019

Sunny Oh

Christina Fettig

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

RE:
Guggenheim Strategic Opportunities Fund

(File Nos. 333-230474 and 811-21982)

Dear Mr. Oh and Ms. Fettig:

Thank you for your telephonic comments received April 23, 2019 and April 24, 2019, regarding the registration statement on Form N-2 (the "Registration Statement") filed by Guggenheim Strategic Opportunities Fund (the "Fund") on March 22, 2019. We have considered your comments to the Registration Statement and, on behalf of the Fund, responses to those comments are set forth below. Changes will be reflected in Pre-Effective Amendment No. 1 to the Registration Statement, which the Fund intends to file on or about the date hereof and will be marked to show all changes made since the filing of the Registration Statement. Capitalized terms not defined herein have the definitions provided to them in the Registration Statement.

Cover Page

Comment 1:

Note that shares will need to be registered with the next filing.

Response:

The Fund intends to register $350 million of Common Shares in a Pre-Effective Amendment to the Registration Statement. The Fund also intends to carry forward the aggregate offering price of unsold securities that the Fund previously registered on its registration statement on Form N-2 (File Nos. 333-221873 and 811-21982). The Fund will make an additional Pre-Effective Amendment filing to register the Common Shares.

Cover Page—Financial Leverage

Comment 2:

Certain information is provided as of November 30, 2018.   Review information throughout the prospectus and SAI and the date as of which

1

such information is provided and update to a more recent date unless such information is specific to the semi-annual period.

Response:

The Fund has reviewed disclosure throughout the Prospectus and SAI.  Certain information is presented as of November 30, 2018, which is the end of the most recent semi-annual period, in order to correspond to the unaudited financial highlights included in the Prospectus and unaudited financial statements included in the SAI and the information presented in the fee table.  With respect to Financial Leverage specifically, the Fund's use of leverage as a percentage of the Fund's managed assets fluctuates daily with changes in response to changes in the Fund's net asset value and the indebtedness drawn upon at any given time.  The Fund respectfully submits that using the outstanding leverage as of the date of the Fund's most recent annual or semi-annual period provides appropriate disclosure to investors.  The Fund confirms that the Fund's outstanding leverage at this time does not materially differ from the outstanding leverage as of November 30, 2018.

Comment 3:

Disclosure states that "The Fund has at times used significantly greater levels of Financial Leverage than on November 30, 2018 and may in the future increase Financial Leverage up to the parameters set forth herein." Provide additional detail regarding the Fund's prior use of leverage.

Response:

The Fund has revised the disclosure as requested.

Comment 4:

We note that you have deleted the name of the lender in this section.  The name of the lender first appears under "Use of Financial Leverage—Borrowings" on page 57 of the Prospectus.  Please name the lender in the prospectus summary.

Response:

The Fund has revised the disclosure as requested.

Cover Page—Reference to Statement of Additional Information

Comment 5:

Include the 811 number of the registration statement.

Response:

The Fund has revised the disclosure as requested.

Prospectus Summary—Special Risk Considerations

Comment 6:

We note that the risk factor for "UK Departure from EU Risk" was deleted from the Prospectus Summary.  We recommending retaining this risk factor in the summary.  Also, please update the information in this risk factor.

Response:

The Fund has retained the disclosure as requested and updated the information in the risk factor.

Comment 7:

Under the risk factor "U.S. Government Securities Risk" update the statement that "In 2011, each of S&P, Moody's and Fitch lowered its long-term sovereign credit rating on the U.S. to "AA+" from "AAA."

Response:

The Fund has revised the disclosure as requested.

Comment 8:

We note that the risk factor for "Legislation and Regulatory Risk" was deleted from the Prospectus Summary, including risk disclosure regarding the SEC's proposed derivatives rulemaking.  Consider retaining this disclosure.

Response:

The Fund has retained the disclosure as requested.

Comment 9:

We note that a number of risk factors have been deleted from the Prospectus Summary and retained in the body of the Prospectus.  Please confirm that those risk factors are no longer principal risks of the Fund.

Response:

The Fund has revised the disclosure to retain the risk factors in the Prospectus Summary.

Summary of Fund Expenses

Comment 10:

Please confirm that the agreement to limit offering expenses, as referenced in footnote 2 to the Fee Table, is a contractual agreement and will be in effect for at least one year.  If so, confirm that it can be terminated only by the Board and provide details about any recoupment.

Response:

The Fund confirms that the agreement to limit offering expenses, as referenced in footnote 2 to the Fee Table, is a contractual agreement that will be in effect for at least one year and can only be terminated by the Board. The Fund is not responsible for any offering expenses in excess of 0.60% of the total offering price of the Common Shares sold in an offering under this Registration Statement and such offering expenses are not subject to recoupment by the Adviser.

Risks—Financial Leverage Risk

Comment 11:

Please make conforming changes to this risk factor to reflect changes made to the corresponding risk factor in the Prospectus Summary.

Response:

The Fund has revised the disclosure as requested.

Statement of Additional Information—Management of the Fund—Portfolio Management—Information Regarding Potential Conflicts of Interest

Comment 12:

Consider if these paragraphs should be broken up to make this section more readable.

Response:

Although these paragraph did not appear to be broken up in the marked courtesy copy of the Registration Statement provided to the staff, the paragraphs are broken up and readable in the Statement of Additional Information.

Part C—Item 30

Comment 13:

Please provide the undertaking required by Rule 484(b)(3).

Response:

The Fund has provided the undertaking required by Rule 484(b)(3) under Item 30 of Part C.

Accounting Comments—General

Comment 14:

Please note that the next pre-effective amendment filing will need an updated auditor's consent.

Response:

An updated auditor's consent has been filed as an exhibit to Pre-Effective Amendment No. 1 to the Registration Statement.

Accounting—Summary of Fund Expenses

Comment 15:

We note that in the fee table, total annual expenses are shown to be 1.15%.  Whereas actual expenses were 1.52%.  Please explain this discrepancy.

Response:

The discrepancy between the actual expenses for the fiscal year ended May 31, 2018 of 1.52% and the 1.15% disclosed in the Registration Statement is primarily related to the decrease in the Fund's use of leverage since May 31, 2018. For the fiscal year ended May 31, 2018, the average daily balance for which reverse repurchase agreements were outstanding amounted to $37,131,841 and the average daily amount of borrowings on the credit facility was $6,753,722. Accordingly, the Fund's average aggregate amount of financial leverage outstanding during the fiscal year ended May 31, 2018 was approximately $43,885,563. As of November 30, 2018, however, the Fund had no financial leverage outstanding. As noted in the introduction to the fee table, the table is "based on the capital structure of the Fund as of November 30, 2018," which was the end of the Fund's most recent semi-annual period.  The Fund believes this provides prospective investors with more accurate information regarding the expenses currently borne by the Fund.  This decrease in leverage eliminated any interest expenses and lowered the amount of Managed Assets, which in turn decreased the management fee and other expenses as a percentage of net assets attributable to common shares.

Nevertheless, in order to give the Fund the flexibility to use leverage up to the limits imposed by the Investment Company Act of 1940 during the next 12 months, the Fund has revised the fee table so that it is based on the capital

 structure of the Fund as of November 30, 2018, assuming the Fund uses financial leverage in an amount equal to 33 1/3% of the Fund's Managed Assets.

Comment 16:

Confirm that the Fund has no present intention to borrow for the next 12 months.  If the Fund may borrow in the next 12 months, include estimated interest expense associated with such borrowings.

Response:

The Fund may utilize leverage in the next 12 months and has revised the disclosure as requested.

Comment 17:

Consider revising the wording of the description of the expense limitation in footnote 2, particularly as it relates to reimbursement by the Fund, to make this disclosure more clear.

Response:

The Fund has revised the disclosure as requested.

Comment 18:

Footnote 7 states that "other expenses are estimated based upon those incurred during the fiscal year ended May 31, 2018."  Other expenses are shown in the fee table as 0.15%, whereas other expenses for the fiscal year ended May 31, 2018 were 0.23%. Please explain this discrepancy and/or modify the footnote as necessary.

Response:

Other expenses are estimated based upon those incurred during the period ended November 30, 2018. The Fund has revised the disclosure accordingly.

Comment 19:

The lead in to the fee table states that it is based on the capital structure of the Fund as of November 30, 2018, and footnotes 4 and 6 reference November 30, 2018.  Whereas footnote 7 indicates that expenses are based on the fiscal year ended May 31, 2018.  Why are two different two periods being used.

Response:

Other expenses are estimated based upon those incurred during the period ended November 30, 2018. The Fund has revised the disclosure accordingly.

* * * * * *

Should you have any questions concerning our responses to your comments, please direct them to the undersigned at (312) 407-0641.

Sincerely,

/s/ Kevin T. Hardy

 Kevin T. Hardy

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[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

January 11, 2018

Angela Mokodean

Senior Counsel

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:

Guggenheim Strategic Opportunities Fund

 Registration Statement on Form N-2

(File Nos. 333-221873 and 811-21982)

Dear Ms. Mokodean:

The purpose of this letter is to confirm that the Financial Industry Regulatory Authority ("FINRA") has reviewed the terms and arrangements of the offering by Guggenheim Strategic Opportunities Fund (the “Fund”), pursuant to the registration statement on Form N-2 (the “Registration Statement”) filed by the Fund on December 1, 2017, and has issued a conditional no objection letter to the Fund. Should you have any additional comments or concerns, please do not hesitate to contact me at (312) 407-0641.

Sincerely,

/s/ Kevin T. Hardy

Kevin T. Hardy

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[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

January 10, 2018

Angela Mokodean

Senior Counsel

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:

Guggenheim Strategic Opportunities Fund

Registration Statement on Form N-2

(File Nos. 333-221873 and 811-21982)

Dear Ms. Mokodean:

Thank you for your telephonic comment received on December 27, 2017 regarding the registration statement on Form N-2 (the "Registration Statement") filed by Guggenheim Strategic Opportunities Fund (the "Fund"), on December 1, 2017. On behalf of the Fund, we have articulated your comment to the best of our understanding and provided our response below.

Comment 1

 Please confirm that the Fund has no present intention to issue preferred shares in the next twelve months.

Response

The Fund confirms that it has no present intention to issue preferred shares in the next twelve months.

Should you have any additional comments or concerns, please do not hesitate to contact me at (312) 407-0641.

Sincerely,

/s/ Kevin T. Hardy

Kevin T. Hardy

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Guggenheim Strategic Opportunities Fund

227 West Monroe Street

Chicago, Illinois 60606

January  10, 2018

Angela Mokodean

Senior Counsel

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

Re:     Guggenheim Strategic Opportunities Fund

Registration  Statement on Form N-2

(File Nos. 333-221873 and 811-21982)

Dear Ms. Mokodean:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Guggenheim Strategic Opportunities Fund (the "Fund") hereby requests acceleration of the effective date of the Fund's Registration Statement on Form N-2 (File Nos. 333-221873 and 811-21982) (the "Registration Statement") so that it may become effective at 4:00 p.m., Eastern time, on Friday, January 12, 2018, or as soon as practical thereafter.

In connection with the effectiveness of the Registration Statement, the Fund acknowledges that the disclosure included in the Registration Statement is the responsibility of the Fund. The Fund further acknowledges that the action of the Securities and Exchange Commission (the “Commission”) or the staff of the Commission acting pursuant to delegated authority in reviewing the Registration Statement does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosures in the Registration Statement; and that the Fund will not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

GUGGENHEIM STRATEGIC OPPORTUNITIES FUND

By:/s/ Mark E. Mathiasen

Mark E. Mathiasen

Secretary

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Guggenheim Strategic Opportunities Fund

227 West Monroe Street

Chicago, Illinois 60606

November 10, 2016

Asen Parachkevov

Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

Re:
Guggenheim Strategic Opportunities Fund –

Registration  Statement on Form N-2

(File Nos. 333-213452 and 811-21982)

Dear Mr. Parachkevov:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Guggenheim Strategic Opportunities Fund (the “Fund”) hereby requests acceleration of the effective date of the Fund’s Registration Statement on Form N-2 (File Nos. 333-213452 and 811-21982) (the “Registration Statement”) so that it may become effective at 2:00 p.m., Eastern time, on Monday, November 14, 2016, or as soon as practical thereafter.

Sincerely,

GUGGENHEIM STRATEGIC OPPORTUNITIES FUND

By:    /s/ Mark E. Mathiasen

Mark E. Mathiasen

Secretary

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[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

October 14, 2016

Asen Parachkevov

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:

Guggenheim Strategic Opportunities Fund

(File Nos. 333-213452 and 811-21982)

Dear Mr. Parachkevov:

Thank you for your telephonic comments received on October 3, 2016 regarding the Registration Statement on Form N-2 filed by Guggenheim Strategic Opportunities Fund (the “Fund”) on September 2, 2016. On behalf of the Fund, we have articulated your comments to the best of our understanding and provided our responses to your comments below. Changes will be reflected in Pre-Effective Amendment No. 1 to the Registration Statement, which the Fund intends to file on or about the date hereof and will be marked to show all changes made since the initial filing of the Registration Statement.

Comment 1
We note that the Fund has included Section 19(a) notices with recent distributions, but that the financial highlights for the Fund do not reflect a return of capital component for the Fund’s distributions. Please explain this discrepancy.

Response 1
The Fund pays monthly distributions and provides Section 19(a) notices, when applicable, based on the Fund’s good faith estimates of the sources of those distributions at the time they are paid. However, the determination of the character of the Fund’s distributions based on the Fund’s income and gains for the year, may differ from those estimates. This fact is noted in such Section 19(a) notices, see for example, the Fund’s October 2015, notice which estimated a portion of the distribution as return of capital, but explained that “A final determination of the tax character of distributions paid by the Fund in 2015 will be reported to shareholders in January 2016 on Form 1099-DIV.” October 2015 was the only monthly distribution during 2015 for which the Fund estimated a portion of the distribution would consist of return of capital. The November 2015 and December 2015 Section 19(a) notices, estimated the distributions as 100% long-term capital gains.  The Fund’s final calculations for 2015 resulted in 2015 distributions that were 83.33% ordinary dividends and 16.67% long-term capital gains.

Comment 2
Disclosure in the Prospectus states that the Fund “may invest in senior and subordinated classes issued by structured finance vehicles.” To the extent that investing in subordinated, or equity, tranches of CLOs is a principal strategy of the Fund, add additional disclosure regarding the risks associated with such investments.

Response 2
The Fund has added additional disclosure to clarify that the Fund’s investments in CLOs may include subordinated, or equity, tranches of CLOs and the risks associated with such investments.

Securities and Exchange Commission

October 14, 2016

Page 2

Comment 3
The Fund’s definition of “Common Equity Securities” includes limited liability company interests. To the extent that the Fund makes material investments in limited liability companies that are treated as partnerships for U.S. federal income tax purposes, discuss the risks associated with such investments.

Response 3
The Fund does not make material investments in common interests in limited liability companies that are treated as partnerships.

Comment 4
Confirm that the Fund does not invest in hedge funds or private equity funds.

Response 4
The Fund hereby confirms that it does not invest in hedge funds or private equity funds.

Comment 5
The Fund discloses that Financial Leverage is not currently expected to exceed 33 1 / 3 % of the Fund’s Managed Assets, but that the Fund may utilize Financial Leverage up to the limits imposed by the 1940 Act. Explain the difference between these two statements. Confirm that the Fund has no present intention to issue preferred shares in the next twelve months.

Response 5
The Fund confirms that it has no present intention to issue preferred shares in the next twelve months. Therefore, Financial Leverage is not currently expected to exceed 33 1/3%. However, the Fund is not prohibited from issuing preferred shares and if the Fund were to do so in the future, it could utilize leverage in excess of 33 1/3% up to the 1940 Act limits applicable to preferred shares. The Fund notes that under “Prospectus Summary—Financial Leverage” and “Use of Financial Leverage” the Fund explains the asset coverage tests applicable to both indebtedness and preferred shares. In addition, under “Description of Capital Structure—Preferred Shares” the Fund states that “The Fund has no present intention to issue preferred shares.” The Fund has added this statement of intent elsewhere in the Prospectus as applicable.

Comment 6
Does the Fund intend to use any portion of the proceeds of an offering under the Registration Statement to pay down indebtedness or pay distributions.

Response 6
The Fund has no present intent to use proceeds in such a manner.

Comment 7
Reference is made in the discussion of the Fund’s investment process to the Sub-Adviser’s Portfolio Construction Group and its Sector Specialists. Explain the role played by these persons and if the Sector Specialists are the same personnel as the named portfolio managers of the Fund.

Response 7
The Fund has revised disclosure regarding the Fund’s investment process to better explain the process and the roles of various personnel involved.

Comment 8
If investments that involve unfunded loan commitments are a significant component of the Fund’s investment strategy, include additional disclosure regarding such commitments.

Response 8
As of May 31, 2016, the Fund had unfunded commitments outstanding of $771,834 and net assets of approximately $310 million. The Fund confirms that in connection with any unfunded commitments, the Fund segregates cash and liquid assets in an amount at least

Securities and Exchange Commission

October 14, 2016

Page 3

equal to the Fund’s outstanding obligations under such unfunded commitments. While the Fund does not currently have significant exposure to unfunded commitments, the Fund has added additional disclosure to the Prospectus regarding the risks associated with investments that involve unfunded commitments.

Comment 9
Please review the disclosure regarding the Fund’s use of derivatives to confirm that disclosure is customized to proposed Fund operations and the risks applicable to the derivative instruments expected to be used.

Response 9
The Fund has reviewed its disclosure regarding the use of derivatives and believes that such disclosure is appropriate customized to proposed Fund operations and the risks applicable to the derivative instruments expected to be used.

Comment 10
If investments in distressed or defaulted investments are a principal strategy of the Fund, include disclosure regarding such investments in the Prospectus Summary.

Response 10
The Fund has added additional disclosure regarding distressed or defaulted investments.

Comment 11
Confirm that in connection with credit default swaps in which the Fund is the seller of protection, the Fund will segregate an amount each to the notional amount of the swap.

Response 11
The Fund confirms that in connection with credit default swaps in which the Fund is the seller of protection, the Fund will segregate an amount each to the notional amount of the swap.

Comment 12
Confirm that call options written by the Funds are covered calls or, if not covered, that the Funds segregate cash or liquid assets in connection with such call options.

Comment 12
The Fund only writes calls that are “covered.” See “The Fund’s Investments—Portfolio Contents—Options” which states that “[t]he Fund will follow a strategy known as ‘covered call option writing’” and that “[a]s part of its strategy, the Fund may not sell ‘naked’ call options on individual securities.” A call option written by the Fund on a security is “covered” if the Fund owns the security underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, the Fund segregates cash or other liquid assets in such amount) upon conversion or exchange of other securities held by the Fund. A call option is also covered if the Fund holds a call on the same security as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated cash or liquid assets.

Securities and Exchange Commission

October 14, 2016

Page 4

Comment 13
If short sales are a principal strategy of the Fund, include disclosure regarding such transactions in the Prospectus Summary.

Response 13
Short sales are not a principal strategy of the Fund.

Comment 14
If securities lending is a principal strategy of the Fund, include disclosure regarding such transactions in the Prospectus Summary.

Comment 14
Securities lending is not a principal strategy of the Fund.

Comment 15
Under the discussion of the determination of net asset value, provide additional disclosure regarding the methods by which the Fund values investments in CLOs. If the Fund uses particular models to value CLOs discuss these models and the inputs used by the Fund.

Comment 16
The Fund states in the discussion of determination of net asset value that “[t]he Fund may utilize independent pricing services or bid quotations provided by dealers to value certain of its securities at their market value. The Fund typically uses independent pricing services to value credit securities held by the Fund at their market value. The Fund periodically verifies valuations provided by independent pricing services.”  The Fund has revised disclosure to clarify that this disclosure applies to the Fund’s investments in CLOs, which are typically priced using such independent pricing services.   For those CLOs for which such independent pricing services or dealer quotations are not available, they are priced in accordance with the Fund’s fair valuation procedures as described in the prospectus.

* * *

Should you have any additional comments or concerns, please do not hesitate to contact me at (312) 407-0641.

Sincerely,

/s/ Kevin T. Hardy

Kevin T. Hardy

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		CEFsSECS-OxReviewResponseLetterSeptember2014v3 (1)

[Letterhead of Guggenheim]

September 16, 2014

Chad D. Eskildsen

Division of Investment Management, Disclosure

Review and Accounting

Securities and Exchange Commission

100 F Street NE

Washington, DC  20549

RE:

 Fiduciary/Claymore MLP Opportunity Fund
(File No. 811-21652)

Guggenheim Build America Bonds Managed Duration Trust
(File No. 811-22437)

Guggenheim Enhanced Equity Income Fund
(File No. 811-21681)

Guggenheim Enhanced Equity Strategy Fund
(File No. 811-21455)

Guggenheim Equal Weight Enhanced Equity Income Fund
(File No. 811-22584)

Guggenheim Strategic Opportunities Fund
(File No. 811-21982)

Managed Duration Investment Grade Municipal Fund
(File No. 811-21359) (collectively, the “Funds”)

Dear Mr. Eskildsen:

Thank you for your telephonic comments, received August 12, 2014, regarding the Sarbanes-Oxley financial statement reviews of the Funds listed above (the “Financial Statements”).  We have considered your comments and, on behalf of the Funds, responses to those comments are set forth below.

Comment 1

 With regards to the table disclosed on the Fund Summary page titled “Distributions to Shareholders & Annualized Distribution Rate”, please note whether the distributions may be characterized as return of capital.  If a distribution includes return of capital, please provide a percentage calculation of the return of capital portion of the distribution.  Throughout the report, please use the term “dividend” only in situations where a distribution does not include return of capital.

Securities and Exchange Commission

September 16, 2014

Page 2

Response 1

 The Funds will revise language on the Fund Summary page to provide for an estimate of the percentage of return of capital   of the respective distributions, as applicable.  Such revisions will be reflected in Financial Statements going forward.  The Funds’ new language is provided below:

All or a portion of the above distributions may be characterized as a return of capital. For the year ended [December 31, 2013] approximately [  ]% of the distributions were characterized as return of capital. For the current year, as of [June 30, 2014], [  ]% of the distributions were estimated to be characterized as return of capital. The final determination of the tax character of the distributions paid by the Fund in 2014 will be reported to shareholders in January 2015.

The Funds will also discontinue using the term “dividend” when referring to distributions that may include return of capital.

Comment 2

 When providing multiple “Ratios to Average Net Assets,” please provide the ratio required by the Investment Company Act of 1940, as amended, as the most prominently displayed ratio within the Financial Highlights.

Response 2

 The Funds have revised disclosure as requested effective with the May 31, 2014 financial statements.    Supplemental ratios have been moved to a footnote within the Financial Highlights section.

*                *                *

Should you have any additional comments or concerns, please do not hesitate to contact me at (312) 357-0394 or John Sullivan at (312) 357-0380.

Sincerely,

/s/ Mark E. Mathiasen

Mark E. Mathiasen

Secretary of the Funds

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[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

February 28, 2014

Valerie Lithotomos

Securities and Exchange Commission

Office of Investment Management

100 F Street, NE

Washington, DC  20549

RE:

Guggenheim Closed-End Funds

Preliminary Proxy Statement

Dear Ms. Lithotomos:

Thank you for your telephonic comments received February 14, 2014 regarding the Preliminary Proxy Statement (the “Proxy Statement”) of the Guggenheim closed-end funds (the “Funds”) filed with the Securities and Exchange Commission (the “Commission”) on February 7, 2014 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the General Rules and Regulations of the Commission promulgated thereunder (the “General Rules and Regulations”). On behalf of the Funds, we have summarized your comments to the best of our understanding, below which we have provided responses to those comments. Where changes were necessary in response to your comments, they are reflected in the Funds’ Definitive Proxy Statement, which will be filed pursuant to Section 14(a) and the General Rules and Regulations on or about the date hereof.

Comment 1

Please file forms of proxy cards for the Funds.

Response 1

Forms of proxy cards for the Funds will filed with the Funds’ Definitive Proxy Statement.

Comment 2

Include in the text of Proposal 1 the maximum number of trustees that would be permitted by the amendment.

Response 2

The Funds have revised Proposal 1 as requested.

Comment 3

Discuss the rationale, and any pros and cons, for increasing the size of the board.

Response 3

The governing documents of many registered investment companies allow the size of the board to be established, without limitation, by action of the trustees or directors of such fund from time to time. However, the Agreement Declaration of Trust of each Fund to which Proposal 1 applies provides that the trustees may establish the size of the board within a range of a minimum and maximum number of trustees. Implementing the board consolidation discussed in the Proxy Statement would cause certain Funds

Securities and Exchange Commission

February 28, 2014

Page 2

to exceed the maximum number of trustees permitted by the Agreement and Declaration of Trust. Therefore, shareholder approval is being sought to amend the Agreement and Declaration of Trust to increase the maximum permitted size of the board. Although the board consolidation will increase the size of the board to nine (9) trustees, the amendment would permit a maximum board size of fifteen (15) trustees. This would provide the trustees flexibility to establish the size of the board at such number of trustees as they deem appropriate from time to time, based on factors such as the overall size and composition of the fund complex, without incurring the expense or delay of seeking shareholder approval for further changes in the maximum board size.

The Proxy Statement explains this rationale, stating that “Accordingly, it is proposed that the applicable provision of the Agreement and Declaration of Trust each Fund that provides for a maximum number of Trustees be amended to increase the maximum permissible number of trustees to fifteen (15) to allow for the election of the Trustee nominees, including the Consolidation Nominees, as necessary, and to avoid having to amend the Agreement and Declaration of Trust to appoint or elect additional trustees in the future.”

Comment 4

Discuss the expenses associated with an increase in the size of the board.

Response 4

As discussed above, while Proposal 1 would establish a maximum board size of fifteen (15) trustees, upon the election of the trustee nominees, the board size would increase only to nine (9). As disclosed in the proxy statement, this increase in the size of the board, together with the new compensation structure proposed to be implemented in connection with the board consolidation, “is not expected to increase a Fund’s expenses by more than one basis point of the Fund’s average net assets on an annual basis.”

Comment 5

With respect to “Other Directorships Held by Trustee During the Past Five Years”, disclose only those directorships that fall within the last five years.

Response 5

The Funds have reviewed the disclosure as requested and confirmed that only those directorships that fall within the last five years have been disclosed.

*                *                *

The adequacy and accuracy of disclosure in the filing is the responsibility of the Funds. The Funds acknowledge that comments of the staff of the Commission acting pursuant to delegated authority in reviewing the filing or changes to disclosure in response to such comments do not foreclose the Commission from taking any action with respect to the filing. The Funds acknowledge that comments of the staff of the Commission acting

Securities and Exchange Commission

February 28, 2014

Page 3

pursuant to delegated authority in reviewing the filing or changes to disclosure in response to such comments may not be asserted as a defense in any proceeding which may be brought by the Commission or any person under the United States federal securities laws with respect to this matter. The Funds acknowledge that comments of the staff of the Commission acting pursuant to delegated authority in reviewing the filing or changes to disclosure in response to such comments does not relieve a Fund from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Should you have any additional comments or concerns, please do not hesitate to contact me at (212) 735-3406 or Kevin Hardy at (312) 407-0641.

Sincerely,

                                                                                                /s/ Michael K. Hoffman

Michael K. Hoffman

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Guggenheim Strategic Opportunities Fund

2455 Corporate West Drive

Lisle, Illinois 60532

October 22, 2013

Valerie J. Lithotomos

Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

Re:

Guggenheim Strategic Opportunities Fund –

Registration  Statement on Form N-2

(File Nos. 333-190872 and 811-21982)

Dear Ms. Lithotomos:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Guggenheim Strategic Opportunities Fund (the “Fund”) hereby requests acceleration of the effective date of the Fund’s Registration Statement on Form N-2 (File Nos. 333-190872 and 811-21982) (the “Registration Statement”) so that it may become effective at 2:00 p.m., Eastern time, on Wednesday, October 23, 2013, or as soon as practical thereafter.

In connection with the effectiveness of the Registration Statement, the Fund acknowledges that the disclosure included in the Registration Statement is the responsibility of the Fund. The Fund further acknowledges that the action of the Securities and Exchange Commission (the “Commission”) or the staff of the Commission acting pursuant to delegated authority in reviewing the Registration Statement does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosures in the Registration Statement; and that the Fund will not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

GUGGENHEIM STRATEGIC OPPORTUNITIES FUND

By:      /s/ Mark E. Mathiasen

Mark E. Mathiasen

Secretary

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[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

October 17, 2013

Christian Sandoe

Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

RE:

Guggenheim Strategic Opportunities Fund

File Nos. 333-190872 and 811-21982

Dear Mr. Sandoe:

Guggenheim Strategic Opportunities Fund (the “Fund”)  has received the Staff’s comment letter, dated September 26, 2013, regarding the registration statement on Form N-2 filed by the Fund on August 28, 2013 (the “Registration Statement”).  We have considered the comments to the Registration Statement and, on behalf of the Fund, responses to those comments are set forth below. Changes will be reflected in Pre-Effective Amendment No. 1 to the Registration Statement, which the Fund intends to file on or about the date hereof and will be marked to show all changes made since the initial filing of the Registration Statement.

General

Comment 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 permitted 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 companies to 10% of its total assets. However, pursuant to certain exemptions set forth in the 1940 Act and the rules and regulations promulgated thereunder and/or in accordance with the terms of exemptive relief obtained by certain other investment companies in which the Fund may seek to invest, the Fund may invest in excess of this limitation provided that certain conditions are met. The Fund will invest in private investment funds only to the extent permitted by applicable rules, regulations and interpretations of the SEC and NYSE.”

Response 1

The Fund has reviewed disclosure throughout the Prospectus and has revised disclosure as requested to identify applicable legal authority, as necessary.

Securities and Exchange Commission

October 17, 2013

Page 2

Prospectus—Prospectus Summary—Investment Funds

Comment 2

This section indicates that the Fund, “[a]s an alternative to holding investments directly, . . may also obtain investment exposure to Income Securities and Common Equity Securities by investing in other investment companies, including . . . private investment funds. . .. (Emphasis added.) Please revise the disclosure to clarify the legal status of these “private investment funds.” In particular, disclose whether 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 all of the risks related to investing in private investment funds or revise the disclosure accordingly. In addition, please disclose in plain English, that private investment funds are commonly referred to as hedge funds.

Response 2

The Fund notes that the Prospectus discloses that the Fund will invest in private investment funds only to the extent permitted by applicable rules, regulations and interpretations of the SEC and NYSE.  Based on the Fund’s understanding of current interpretations of the NYSE, the Fund is precluded from investing in private investment funds.  Therefore, the Fund has no present intention to invest in such funds.  The Fund has added disclosure to the Prospectus to state that the Fund has no present intention to invest in private investment funds, commonly referred to as hedge funds.  The Fund respectfully submits that including further disclosure regarding such private investment funds would therefore be unnecessary.

Supplementally, the Fund notes that the Fund may invest in other types of issuers, which are discussed elsewhere in the Fund’s Prospectus and Statement of Additional Information, that may rely on various exemptions from the definition of “investment company” under the 1940 Act.  For example, the Fund may invest in REITs and collateralized mortgage obligations, which may rely on exemptions under Section 3(c)(5)(C) of the 1940 Act, and structured finance securities, including asset backed securities and collateralized debt obligations, the issuers of which may rely on various exemptions from the definition of “investment company.”   The Fund believes that the principal risks associated with the Fund’s investments in such issuers have been disclosed in the Registration Statement.

Prospectus—Prospectus Summary—Derivative Transactions

Comment 3

Please confirm that the Fund’s’ derivatives disclosure is consistent with the SEC staff’s guidance as articulated in Barry Miller’s letter to the

Securities and Exchange Commission

October 17, 2013

Page 3

Investment Company Institute (Letter to Ms. Karrie McMillan, General Counsel, Investment 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 the prospectus, including why and when the Fund will invest in derivatives and all related risks, or revise the text accordingly.

Response 3

In drafting disclosure regarding derivative transactions in the Fund’s Prospectus and Statement of Additional Information, the Fund has been mindful of the staff’s views on derivatives disclosure set forth in the letter from Barry D. Miller, Associated Director, Office of Legal and Disclosure, to Karrie McMillan, General Counsel, Investment Company Institute, dated July 30, 2010.

Prospectus—Prospectus Summary—Government Sponsored Investment Programs

Comment 4

Please confirm to the staff that currently, the Fund is not investing 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 required to reflect that investment strategy.

The Fund confirms that the Fund is not currently investing in any U.S. government sponsored investment programs.  Should the Fund begin to invest in any such program, it will provide shareholders with disclosure of any material changes in the Fund’s investment objectives or policies or material changes in the principal risk factors associated with investment in the Fund as a result of such investments, through information contained in the annual report to shareholders, in accordance with Rule 8b-16 under the 1940 Act, and/or amendments or supplements to the Prospectus, as applicable.

Closing

We note that portions of the filing are incomplete. 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 statements added in any pre-effective amendment.

The Fund is advised that additional comments may be provided on omitted disclosure items, information supplied supplementally or exhibits added in any further pre-effective amendment, and the Fund will respond to any such additional comments when and if made.

Securities and Exchange Commission

October 17, 2013

Page 4

Where a comment is made in one location, it is applicable to all similar disclosure appearing elsewhere in the Registration Statement.

In response to your comments, the Fund has made consistent revisions throughout the Registration Statement.

Response to this letter should be in the form of a pre-effective 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 indicate that fact in your response letter and briefly state the basis for your position. Where changes are made in response to our comments provide information regarding the nature of the change and, if appropriate, the location 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.

The Fund believes that the responses set forth herein adequately address your comments in your letter dated September 26, 2013. As indicated above, the Fund anticipates filing Pre-Effective Amendment No. 1 to the Registration Statement on or about the date hereof.

Please inform the staff of the information the Fund proposes to omit from the final pre-effective amendment pursuant to Rule 430A under the Securities Act.

The Fund does not intend to omit information from the final pre-effective amendment pursuant to Rule 430A under the Securities Act.   The Registration Statement is a “shelf” registration statement, which relates to Common Shares of the Fund that may be sold on a continuous or delayed basis.  Therefore, a prospectus supplement relating to an offering by the Fund occurring after the effectiveness of the Registration Statement may omit information pursuant to Rule 430B under the Securities Act.

Please advise us if you have submitted or expect to submit a no-action letter or an exemptive application in connection with your Registration Statement.

The Fund has not submitted and does not intend to submit a no-action letter or exemptive application in connection with the Registration Statement. The Fund notes that the Fund’s investment adviser has submitted an application for an exemptive order pursuant to Section 6(c) of the 1940 Act for exemption from Section 19(b) of the 1940 Act and Rule 19b-1 thereunder to permit funds in the fund complex to distribute capital gains more frequently than once every twelve months.  Although the Fund does not currently require exemptive relief to implement its distribution policy and therefore does not currently intend to rely upon the order, the applicants have requested that the order apply to all funds advised by the investment adviser, including the Fund, who choose to adopt a managed distribution policy in accordance with the order.

Securities and Exchange Commission

October 17, 2013

Page 5

You should review and comply with all applicable requirements of the federal securities laws in connection with the preparation and distribution of a preliminary prospectus.

The Fund is advised of the requirements of the federal securities laws in connection with the preparation and distribution of a preliminary prospectus.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in these filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the Company 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.

The persons who are responsible for the accuracy and adequacy of the disclosure in the Registration Statement have reviewed the disclosure set forth in Pre-Effective Amendment No. 1 to the Fund’s Registration Statement.

*                *                *

Should you have any additional comments or concerns, please do not hesitate to contact me at (212) 735-3406 or Kevin Hardy at (312) 407-0641.

Sincerely,

/s/ Michael K. Hoffman

Michael K. Hoffman

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

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[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

September 28, 2012

Kimberly A. Browning

Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

RE:

Guggenheim Strategic Opportunities Fund

File Nos. 333-168044 and 811-21982

Dear Ms. Browning:

Thank you for your telephonic comments regarding Post-Effective Amendment No. 4 to the Registration Statement on Form N-2 filed by Guggenheim Strategic Opportunities Fund (the “Fund”) on August 31, 2012 (the “Registration Statement”).  We have considered your comments to the Registration Statement and, on behalf of the Fund, responses to those comments are set forth below.

The Fund hereby represents that changes referenced below will be reflected in the final prospectus and statement of additional information of the Fund, which will be filed in accordance with Rule 497 under the Securities Act of 1933, as amended, in connection with an offering of common shares under the Registration Statement.

Comment 1

In the Prospectus Summary, under the heading “Investment Portfolio—Investment Funds,” the Fund states that it may invest up to 30% of its total assets in Investment Funds, of which amount up to 20% of its total assets may be invested in Registered Investment Funds.  It is the current position of the Staff of the SEC that the Fund may not invest more than 10% of its total assets in Private Investment Funds.  Please add disclosure to the Prospectus regarding this limitation.

Response 1

The Fund notes that the body of the Prospectus, under the heading “The Fund’s Investments—Investment Funds,” contains disclosure that the Fund “will invest in Private Investment Funds only to the extent permitted by applicable rules, regulations and interpretations of the SEC and NYSE.”  The Fund will supplement this disclosure to state that “in accordance with the current interpretive position of the Staff of the SEC, the Fund will not currently invest more than 10% of its total assets in Private Investment Funds.”

Comment 2

If the Fund has adopted any percentage limitations on investments in derivatives, please disclose.

Securities and Exchange Commission

September 28, 2012

Page 2

Response 2

The Fund confirms that the disclosure in the Prospectus that the Fund “has not adopted a maximum percentage limit with respect to derivative investments” remains accurate.

Comment 3

Footnote #5 to the “Summary of Fund Expenses” table that states that the Fund “has no present intent to increase the amount of Financial Leverage utilized by the Fund as a percentage of Managed Assets during the next year.” Please confirm supplementally that the Fund has no present intention to increase Financial Leverage as a percentage of Managed Assets during the year following the date of the effectiveness of the Registration Statement.

Response 3

The Fund supplementally confirms that the Fund has no present intention to increase Financial Leverage as a percentage of Managed Assets during the year following the date of the effectiveness of the Registration Statement.

Comment 4

Please confirm supplementally that the Section “Senior Securities and Other Financial Leverage” discloses all forms of Financial Leverage utilized by the Fund for each applicable fiscal year.

Response 4

The Fund confirms that all forms of Financial Leverage utilized by the Fund are disclosed for each fiscal year.  The Fund notes that disclosure in the Section “Senior Securities and Other Financial Leverage” does not address portfolio transactions that may be entered into by the Fund from time to time that may have embedded effective economic leverage.

Comment 5

Disclosure under the heading “Risks—Financial Leverage Risk” states that to address the conflict of interest between the Investment Adviser and the Sub-Adviser and the Fund with respect to the use of Financial Leverage, “the Board of Trustees will receive regular reports from the Investment Adviser and the Sub-Adviser regarding the Fund’s use of Financial Leverage and the effect of Financial Leverage on the management of the Fund’s portfolio and the performance of the Fund.”  As the Investment Adviser and the Sub-Adviser have a conflict of interest in preparing such reports, please describe to us whether the Board relies on any other sources of information to manage this conflict of interest.

Response 5

The Investment Adviser and the Sub-Adviser, as the parties approved by the Board of Trustees to manage the Fund’s portfolio of investments, provide the Board of Trustees with information regarding the management of the Fund’s portfolio and the Fund’s portfolio investments, including derivative instruments.  The Board of Trustees does not receive information or analysis regarding the Fund’s portfolio strategies or investments from third parties. The SEC has historically emphasized that one of the primary roles of a fund’s board of trustees is to monitor conflicts of interest between a fund

Securities and Exchange Commission

September 28, 2012

Page 3

and its adviser.  For example, the SEC Release adopting the Investment Company Goverance Rules (Release No. IC-26520) noted that “the [1940] Act and our rules rely heavily on fund boards of directors to manage the conflicts of interest that advisers have with funds they manage.”  In performing this function, the Trustees of the Fund are mindful of situations in which a conflict may present itself and in such situation rely on their skills, experience and acumen to evaluate the information provided by the Investment Adviser and Sub-Adviser in light of such potential conflicts of interest.  We also note that the Independent Trustees are represented by independent counsel.  Furthermore, while the Board of Trustees does not receive information regarding the Fund’s portfolio from third parties, the Trustees utilize reports and white papers published by third parties and attend conferences and other education opportunities to remain informed with respect to industry best practices and areas of particular concern for trustees.

*                *                *

In connection with the effectiveness of the Registration Statement, the Fund acknowledges that the disclosure included in the Registration Statement is the responsibility of the Fund. The Fund further acknowledges that the action of the Commission or the staff acting pursuant to delegated authority in reviewing the Registration Statement does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosures in the Registration Statement; and that the Fund will not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any additional comments or concerns, please do not hesitate to contact me at (212) 735-3406 or Kevin Hardy at (312) 407-0641.

Sincerely,

/s/ Michael K. Hoffman

Michael K. Hoffman

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 The information in this Prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 Subject to Completion, dated August 31, 2012

BASE PROSPECTUS

 $

Guggenheim Strategic Opportunities Fund

Common Shares

________________

     Investment Objective and Philosophy. Guggenheim Strategic Opportunities Fund (the “Fund”) is a diversified, closed-end management investment company. The Fund’s investment objective is to maximize total return through a combination of current income and capital appreciation. The Fund will pursue a relative value-based investment philosophy, which utilizes quantitative and qualitative analysis to seek to identify securities or spreads between securities that deviate from their perceived fair value and/or historical norms. The Fund’s sub-adviser seeks to combine a credit-managed fixed-income portfolio with access to a diversified pool of alternative investments and equity strategies. The Fund’s investment philosophy is predicated upon the belief that thorough research and independent thought are rewarded with performance that has the potential to outperform benchmark indexes with both lower volatility and lower correlation of returns as compared to such benchmark indexes. The Fund cannot ensure investors that it will achieve its investment objective.

     Investment Portfolio. The Fund will seek to achieve its investment objective by investing in a wide range of fixed-income and other debt and senior equity securities (“Income Securities”) selected from a variety of sectors and credit qualities, including, but not limited to, corporate bonds, loans and loan participations, structured finance investments, U.S. government and agency securities, mezzanine and preferred securities and convertible securities, and in common stocks, limited liability company interests, trust certificates and other equity investments (“Common Equity Securities”) that the Fund’s sub-adviser believes offer attractive yield and/or capital appreciation potential, including employing a strategy of writing (selling) covered call and put options on such equities.

      Offering. The Fund may offer, from time to time, up to $ aggregate initial offering price of common shares of beneficial interest, par value $0.01 per share (“Common Shares”), in one or more offerings in amounts, at prices and on terms set forth in one or more supplements to this Prospectus (each a “Prospectus Supplement”). You should read this Prospectus and any related Prospectus Supplement carefully before you decide to invest in the Common Shares.

     The Fund may offer Common Shares (1) directly to one or more purchasers, (2) through agents that the Fund may designate from time to time or (3) to or through underwriters or dealers. The Prospectus Supplement relating to a particular offering of Common Shares will identify any agents or underwriters involved in the sale of Common Shares, and will set forth any applicable purchase price, fee, commission or discount arrangement between the Fund and agents or underwriters or among underwriters or the basis upon which such amount may be calculated. The Fund may not sell Common Shares through agents, underwriters or dealers without delivery of this Prospectus and a Prospectus Supplement. See “Plan of Distribution.”

      Investment Adviser and Sub-Adviser. Guggenheim Funds Investment Advisors, LLC (the “Investment Adviser”) serves as the Fund’s investment adviser and is responsible for the management of the Fund. Guggenheim Partners Investment Management, LLC (the “Sub-Adviser”) will be responsible for the management of the Fund’s portfolio of securities. Each of the Investment Adviser and the Sub-Adviser is a wholly-owned subsidiary of Guggenheim Partners, LLC (“Guggenheim Partners”). Guggenheim Partners is a diversified financial services firm with wealth management, capital markets, investment management and proprietary investing businesses, whose clients are a mix of individuals, family offices, endowments, foundation insurance companies and other institutions that have entrusted Guggenheim Partners with the supervision of more than $160 billion of assets as of June 30, 2012. Guggenheim Partners is headquartered in Chicago and New York with a global network of offices throughout the United States, Europe, and Asia.

(continued on following page)

________________

      Investing in the Fund’s Common Shares involves certain risks. See “Risks” on page 51 of this Prospectus.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

  ________________

 Prospectus dated       , 2012

(continued from previous page)

      Investment Parameters. The Fund may allocate its assets among a wide variety of Income Securities and Common Equity Securities, provided that, under normal market conditions, the Fund will not invest more than: 60% of its total assets in Income Securities rated below-investment grade (commonly referred to as “high-yield” or “junk” bonds), which are considered speculative with respect to the issuer’s capacity to pay interest and repay principal; 50% of its total assets in Common Equity Securities consisting of common stock; 30% of its total assets in other investment companies, including registered investment companies, private investment funds and/or other pooled investment vehicles; 20% of its total assets in non-U.S. dollar-denominated Income Securities; and 10% of its total assets in Income Securities of issuers in emerging markets.

      Common Shares. The Fund’s currently outstanding Common Shares are, and the Common Shares offered in this Prospectus will be, listed on the New York Stock Exchange (the “NYSE”) under the symbol “GOF.” The net asset value of the Common Shares at the close of business on August 3, 2012 was $19.35 per share, and the last sale price of the Common Shares on the NYSE on such date was $21.12. See “Market and Net Asset Value Information.”

      Financial Leverage. The Fund may seek to enhance the level of its current distributions by utilizing financial leverage through the issuance of preferred shares (“Preferred Shares”), through borrowing or the issuance of commercial paper or other forms of debt (“Borrowings”), through reverse repurchase agreements, dollar rolls or similar transactions or through a combination of the foregoing (collectively “Financial Leverage”). The Fund’s total Financial Leverage may vary over time; however, the aggregate amount of Financial Leverage is not currently expected to exceed 33 1 / 3 % of the Fund’s Managed Assets (as defined herein) after such issuance and/or borrowing; however, the Fund may utilize Financial Leverage up to the limits imposed by the Investment Company Act of 1940, as amended. The Fund has entered into a committed facility agreement with BNP Paribas Prime Brokerage, Inc. (“BNP Paribas”) pursuant to which the Fund may borrow up to $50 million. As of May 31, 2012, outstanding Borrowings under the committed facility agreement were approximately $30.6 million, which represented approximately 10.5% of the Fund’s Managed Assets as of such date. In addition, as of May 31, 2012, the Fund had reverse repurchase agreements outstanding representing Financial Leverage equal to approximately 18.3% of the Fund’s Managed Assets. As of May 31, 2012, the Fund’s total Financial Leverage represented approximately 28.8% of the Fund’s Managed Assets.

      You should read this Prospectus, which contains important information about the Fund, together with any Prospectus Supplement, before deciding whether to invest, and retain it for future reference. A Statement of Additional Information, dated , 2012, containing additional information about the Fund, has been filed with the Securities and Exchange Commission (the “SEC”) and is incorporated by reference in its entirety into this Prospectus. You may request a free copy of the Statement of Additional Information, the table of contents of which is on page 85 of this Prospectus, by calling (800) 345-7999 or by writing to the Investment Adviser at Guggenheim Funds Investment Advisors, LLC, 2455 Corporate West Drive, Lisle, Illinois 60532, or you may obtain a copy (and other information regarding the Fund) from the SEC’s web site (http://www.sec.gov). Free copies of the Fund’s reports and its Statement of Additional Information will also be available from the Fund’s web site at www.guggenheimfunds.com/gof. The information contained in, or that can be accessed through, the Fund’s website is not part of this Prospectus.

     The Fund’s Common Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

ii

You should rely only on the information contained or incorporated by reference in this Prospectus. The Fund has not authorized anyone to provide you with different information. The Fund is not making an offer of these securities in any state where the offer is not permitted.

TABLE OF CONTENTS

Page

 Prospectus Summary

 1

 Summary of Fund Expenses

 30

 Financial Highlights

 32

 Senior Securities and Other Financial Leverage

 33

 The Fund

 34

 Use of Proceeds

 34

 Market and Net Asset Value Information

 34

 Investment Objective and Policies

 35

 Use of Financial Leverage

 47

 Risks

 51

 Management of the Fund

 70

 Net Asset Value

 71

 Distributions

 73

 Dividend Reinvestment Plan

 73

 Description of Capital Structure

 74

 Anti-Takeover and Other Provisions in the Fund’s Governing Documents

 76

 Closed-End Fund Structure

 77

 Repurchase of Common Shares

 77

 U.S. Federal Income Tax Considerations

 78

 Plan of Distribution

 81

 Custodian, Administrator, Transfer Agent and Dividend Disbursing Agent

 83

 Legal Matters

 84

 Independent Registered Public Accounting Firm

 84

 Additional Information

 84

 Privacy Principles of the Fund

 84

 Table of Contents of the Statement of Additional Information

 85

FORWARD-LOOKING STATEMENTS

     This Prospectus contains or incorporates by reference forward-looking statements, within the meaning of the federal securities laws, that involve risks and uncertainties. These statements describe the Fund’s plans, strategies, and goals and the Fund’s beliefs and assumptions concerning future economic and other conditions and the outlook for the Fund, based on currently available information. In this Prospectus, words such as “anticipates,” “believes,” “expects,” “objectives,” “goals,” “future,” “intends,” “seeks,” “will,” “may,” “could,” “should,” and similar expressions are used in an effort to identify forward-looking statements, although some forward-looking statements may be expressed differently. The Fund is not entitled to the safe harbor for forward-looking statements pursuant to Section 27A of the Securities Act of 1933, as amended.

iii

This page intentionally left blank.

PROSPECTUS SUMMARY

      This is only a summary of information contained elsewhere in this Prospectus. This summary does not contain all of the information that you should consider before investing in the Fund’s Common Shares. You should carefully read the more detailed information contained elsewhere in this Prospectus and any related Prospectus Supplement prior to making an investment in the Fund, especially the information set forth under the headings “Investment Objective and Policies” and “Risks.” You may also wish to request a copy of the Fund’s Statement of Additional Information, dated _______, 2012 (the “SAI”), which contains additional information about the Fund.

The Fund

Guggenheim Strategic Opportunities Fund (the “Fund”) is a diversified, closed-end management investment company that commenced operations on July 26, 2007. The Fund’s objective is to maximize total return through a combination of current income and capital appreciation.

The Fund’s common shares of beneficial interest, par value $0.01 per share, are called “Common Shares” and the holders of Common Shares are called “Common Shareholders” throughout this Prospectus.

 Guggenheim Funds Investment Advisors, LLC (the “Investment Adviser”) serves as the Fund’s investment adviser and is responsible for the management of the Fund. Guggenheim Partners Investment Management, LLC (the “Sub-Adviser”) is responsible for the management of the Fund’s portfolio of securities. Each of the Investment Adviser and the Sub-Adviser are wholly-owned subsidiaries of Guggenheim Partners, LLC (“Guggenheim Partners”).

The Offering

 The Fund may offer, from time to time, up to $ aggregate initial offering price of Common Shares, on terms to be determined at the time of the offering. The Fund will offer Common Shares at prices and on terms to be set forth in one or more supplements to this Prospectus (each a “Prospectus Supplement”).

The Fund may offer Common Shares (1) directly to one or more purchasers, (2) through agents that the Fund may designate from time to time, or (3) to or through underwriters or dealers. The Prospectus Supplement relating to a particular offering will identify any agents or underwriters involved in the sale of Common Shares, and will set forth any applicable purchase price, fee, commission or discount arrangement between the Fund and agents or underwriters or among underwriters or the basis upon which such amount may be calculated. The Fund may not sell Common Shares through agents, underwriters or dealers without delivery of this Prospectus and a Prospectus Supplement describing the method and terms of the offering of Common Shares. See “Plan of Distribution.”

Use of Proceeds

Unless otherwise specified in a Prospectus Supplement, the Fund intends to invest the net proceeds of an offering of Common Shares in accordance with its investment objective and policies as stated herein. It is currently anticipated that the Fund will be able to invest substantially all of the net proceeds of an offering of Common Shares in accordance with its investment objective and policies within three months after the completion of such offering. Pending such investment, it is anticipated that the proceeds will be invested in U.S. government securities or high quality, short-term money market securities. The Fund may also use the proceeds for working capital

1

purposes, including the payment of distributions, interest and operating expenses, although the Fund currently has no intent to issue Common Shares primarily for this purpose.

Investment Objective and

Philosophy

The Fund’s investment objective is to maximize total return through a combination of current income and capital appreciation. The Fund will pursue a relative value-based investment philosophy, which utilizes quantitative and qualitative analysis to seek to identify securities or spreads between securities that deviate from their perceived fair value and/or historical norms. The Sub-Adviser seeks to combine a credit- managed fixed-income portfolio with access to a diversified pool of alternative investments and equity strategies. The Fund’s investment philosophy is predicated upon the belief that thorough research and independent thought are rewarded with performance that has the potential to outperform benchmark indexes with both lower volatility and lower correlation of returns as compared to such benchmark indexes. The Fund cannot ensure

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February 17, 2012

Stephen B. Sadoski

Cindy Rose

Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

RE:

Guggenheim Funds Third Party Valuation Responses

Dear Sir and Madam:

Thank you for providing us with your questions following our telephone call on January 19, 2012.  We have considered your questions and our responses to those questions are set forth below.   While we understand that the questions arose in the course of your review of recent shareholder reports filed by Guggenheim Strategic Opportunities Fund (GOF) and Guggenheim Enhanced Equity Strategy Fund (GGE), we have endeavored to provide responses that are generally applicable to closed-end funds in the Guggenheim Funds fund complex to the extent practicable.  Should you have any additional questions or require any clarifications, we would be happy to discuss these matters with you further.

3rd Party Vendor (General)

1.           Do you obtain an independent auditor’s report, or SAS 70, from your third party pricing service?

The Funds have entered into a Fund Accounting Agreement with The Bank of New York Mellon (“BNYM”).  Pursuant to the Fund Accounting Agreement, BNYM, as Fund Accounting Agent, values the securities held by the Funds.  In such capacity, BNYM contracts with various third party pricing vendors which it makes available to the Funds. The Funds have selected Interactive Data Corp (“IDC”) from among the third party pricing services made available by BNYM for most third party pricing and instructed BNYM to use IDC as the primary third party pricing source for those securities that IDC provides prices.  While the Funds may use other pricing sources for securities for which IDC does not provide prices, IDC is the Funds’ most significant third party pricing vendor and the responses in this letter primarily address the pricing process as it relates to IDC. The use of IDC (and any other third party pricing vendors which the Funds may utilize) as a third party pricing source is authorized by the Funds’ Valuation

Securities and Exchange Commission

February 17, 2012

Page -2-

Procedures, which have been approved by the Funds’ Boards of Trustees.  The Funds receive SAS 70 reports from BNYM.  Because the Funds do not contract directly with IDC or other third party pricing sources made available by BNYM and utilized by the Funds, the Funds do not receive SAS 70 reports directly from such third party pricing vendors.  However, the Funds understand that BNYM receives SAS 70 reports from certain pricing vendors, which it has shared with the Funds as applicable.  The Funds have received IDC SAS 70 reports from BNYM related to IDC’s pricing services for several categories of securities and understand that reports on additional categories of securities will be made available in the future.

2.           Does it cover the entities’ controls over valuation of securities that you classify as Level 2?

As noted above, the Funds have not yet received IDC SAS 70 reports with respect to all categories of securities.  At this point, the Funds have received SAS 70 reports for municipal securities, which cover certain securities that the Funds classify as Level 2.  The Funds have not yet received, and the Funds understand that BNYM has not yet received,  SAS 70 reports for other categories of securities in which the Funds currently hold securities classified as Level 2, including taxable fixed income securities.  The Funds anticipate receiving additional IDC SAS 70 reports and other third party pricing vendors, as applicable, through BNYM in the future.

3.           Do you perform due diligence on the vendor or have the vendor present to management and the Board on its policies, procedures and controls?

The Funds conduct an annual due diligence review of BNYM in its role as Fund Accounting Agent.  In 2011, the Funds also conducted an on-site due diligence review of IDC and expect to seek to do so annually in the future.   While BNYM and IDC did not present to the Funds’ Boards of Trustees, the Funds’ Chief Compliance Officer participated in the due diligence review of BNYM and IDC and reported to the Boards of Trustees regarding such due diligence review.

4.           How often does this due diligence occur and is it performed on a regular basis?

As noted above, the Funds’ have historically conducted a due diligence review of BNYM annually and have conducted a due diligence review of IDC from time to time.   Going forward, the Funds intend to seek to conduct a due diligence review of both BNYM and IDC annually.

Securities and Exchange Commission

February 17, 2012

Page -3-

5.            Has the vendor ever reported to you that they had control deficiencies?

No vendor has reported material control deficiencies.

Vendor Prices and Data Obtained

1.           Do you have policies and procedures that check the accuracy and reasonableness of data obtained on a daily basis?   If  yes, what are those Polices & Procedures?

BNYM, as Fund Accounting Agent, has daily valuation policies and procedures that include follow-up with Fund management and the pricing vendor with respect to all securities whose valuation change from the prior day’s valuation (on a percentage basis) exceeds a pre-established tolerance level, which varies based on the security type.  BNYM also performs stale/unchanged price validation for all fixed income securities whose valuation remains unchanged for more than five (5) days. If the valuation of an equity security is unchanged day-over-day, BNYM verifies that volume existed and verifies the price to a secondary source.   BNYM also monitors worldwide exchanges twice daily for halted and/or suspended securities. Additionally, BNYM and/or Fund management may challenge valuations that vary from observed market transaction prices.  The Funds maintain a Valuation Committee established pursuant to the Funds’ Valuation Procedures.  Pursuant to such Valuation Procedures, the Funds have adopted a pricing hierarchy that allows for the use of a secondary pricing source if prices provided by the primary pricing source are unavailable or determined by the Valuation Committee to be unreasonable.   The Valuation Committee monitors the process described in this response.

2.           What controls are in place to ensure that the valuations determined by the 3rd party vendor are using models, assumptions and inputs that would be utilized by a market participant?

In addition to any controls that are maintained by BNYM, as Fund Accounting Agent, the Funds’ Valuation Committee utilizes several reports, analytics and forensic tests to assist in evaluating the quality of security valuations received from third party

Securities and Exchange Commission

February 17, 2012

Page -4-

pricing vendors. The Valuation Committee reviews reports on stale prices, price source changes, price overrides and price challenges. For certain categories of securities, the Valuation Committee also reviews a report that compares the market transaction price of securities sold to the prices provided by the third party pricing vendor.  Finally, for certain categories of securities, monthly broker quotes are obtained by Fund management.  The Valuation Committee reviews a comparison of such broker quotes to the prices provided by third party pricing vendors.

3.           Does the third party pricing service provide you a list of the observable market data (including similar securities whose price they use or adjust) or model inputs that they use to price each security or class of securities in sufficient detail that you are able to assess whether the pricing methodology complies with ASC 820?  If yes, explain how this data is validated or describe the procedures used to confirm the data’s completeness and accuracy?

The Funds do not receive inputs used with respect to specific securities valuations, either directly from such pricing vendors or indirectly through BNYM.  However, during the Funds’ due diligence review of IDC in 2011, market inputs were discussed for selected asset classes.  These market inputs included observed trades, results of bids-wanted, buy-side/sell-side evaluator dialogue, dealer offerings and market research reports. Cash flow inputs are also included in the valuation models. It was discussed during the Funds’ due diligence review of IDC that evaluators also consider collateral type, deal structure, deal performance and vintage.

4.           Does any documentation from the third party service provider contain disclaimers about the pricing information provided?  If yes, what procedures are performed to determine valuations are in compliance with GAAP and that management has effective Internal Controls over Financial Reporting?

The Funds do not know if documentation, if any, related to specific securities valuations received by BNYM from third party pricing vendors contains disclaimers.  However, materials provided by IDC in connection with the Funds due diligence review of IDC did contain customary disclaimers.

The procedures used to determine that valuations are in compliance with GAAP and that Fund management has effective Internal Controls over Financial Reporting as it relates to third party vendor pricing are discussed in the Funds’ responses to Questions #1 and #2 above, with respect to oversight by the Funds’ Valuation Committee.

Securities and Exchange Commission

February 17, 2012

Page -5-

Price Challenge Process

1.           Does your firm have a price challenge process with the 3rd Party Vendor or Broker?

Yes. As described above, BNYM, as Fund Accounting Agent, and Fund management may challenge third party vendor prices.

2.           Please describe the frequency of which prices are challenged for any particular Level 2 security received from the service provider?

BNYM, as Fund Accounting Agent, has a regular process to challenge stale/unchanged prices received from third party pricing vendors. Additionally, BNYM, as Fund Accounting Agent, will challenge a valuation received from a third party pricing vendor if that valuation differs significantly from valuations provided by other pricing vendors. On a monthly basis, the Valuation Committee receives the tolerance challenges submitted by BNYM.  Fund management also challenges prices as necessary.  Fund management submits the challenges to BNYM who then formally submits the challenge to the vendor.  Upon receipt of the challenge response, BNYM provides Fund management with the vendor’s response to the challenge. The results of the challenge process are reviewed by the Valuation Committee.  The frequency of challenges varies based on market conditions and security type.

3.           What are the results of such challenges? Do prices or valuations change? How frequently do they change?

Some challenges to valuations provided by third party pricing vendors have been accepted and others have not been accepted.  If accepted, the third party vendor adjusts their valuation prospectively.  If a challenge is not accepted and the price differential is determined by Fund management to be significant, Fund management will override the valuation received from the primary third party pricing vendor and utilize a valuation received from the back up pricing vendor reflected in the pricing hierarchy set forth in the Funds’ Valuation Procedures or fair value the security in accordance with the Funds’ fair valuation policies.  An override is effective for one day, at which point the Valuation Committee will convene and reexamine (and, if necessary, revise) prospectively the methodology used to value the security. The frequency of price changes in response to price challenges varies based on market conditions and security type.

Securities and Exchange Commission

February 17, 2012

Page -6-

4.           What is the impact of these challenges and price changes on your assessment of the service provider’s internal controls?

The frequency and outcome of challenges to third party pricing vendors are one of several factors utilized by Fund management use to evaluate third party pricing vendors.

***

Should you have any additional questions regarding this matter, please do not hesitate to contact me at (630) 505-3712 or Michael K. Hoffman of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-3406.

Sincerely,

/s/ John Sullivan

John Sullivan

Chief Financial Officer, ChiefAccounting Officer and Treasurer

of the Funds

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Guggenheim Strategic Opportunities Fund

2455 Corporate West Drive

Lisle, Illinois 60532

December 30, 2011

Richard Pfordte

Kimberly A. Browning

Securities and Exchange Commission

Office of Investment Management

100 F Street, NE

Washington, DC  20549

Re:

Guggenheim Strategic Opportunities Fund –

Post-Effective Amendment No. 1 to Registration  Statement on Form N-2

(File Nos. 333-168044 and 811-21982)

Dear Sir and Madam:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Guggenheim Strategic Opportunities Fund hereby requests acceleration of the effective date of the above-captioned Post Effective Amendment No. 1 to its Registration Statement so that it may become effective at 12:00 p.m., Eastern time, on Wednesday, January 4, 2012, or as soon as practical thereafter.

Sincerely,

GUGGENHEIM STRATEGIC OPPORTUNITIES FUND

By:         /s/ Mark E. Mathiasen

   Mark E. Mathiasen

               Secretary

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Guggenheim Strategic Opportunities Fund

2455 Corporate West Drive

Lisle, Illinois 60532

April 6, 2011

Richard Pfordte

Kimberly A. Browning

Securities and Exchange Commission

Office of Investment Management

100 F Street, NE

Washington, DC  20549

Re: Guggenheim Strategic Opportunities Fund – Registration

Statement on Form N-2 (File Nos. 811-21982 and 333-168044)

Dear Sir and Madam:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Guggenheim Strategic Opportunities Fund hereby requests acceleration of the effective date of the above-captioned Registration Statement so that it may become effective at 9:00 a.m., Eastern time, on Friday, April 8, 2011, or as soon as practical thereafter.

Sincerely,

GUGGENHEIM STRATEGIC OPPORTUNITIES FUND

By:      /s/ Mark E. Mathiasen

Mark E. Mathiasen

            Secretary

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[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

April 6, 2011

Richard Pfordte

Kimberly A. Browning

Securities and Exchange Commission

Office of Investment Management

100 F Street, NE

Washington, DC  20549

RE:

Guggenheim Strategic Opportunities Fund

File Nos. 811-21982 and 333-168044

Dear Sir and Madam:

Thank you for your telephonic comments regarding Pre-Effective Amendment No. 2 to the registration statement on Form N-2 filed by Guggenheim Strategic Opportunities Fund (formerly Claymore/Guggenheim Strategic Opportunities Fund) (the “Fund”) on March 16, 2011 (the “Registration Statement”).  We have considered your comments to the Registration Statement and, on behalf of the Fund, our responses to these comments are set forth below.

The Fund hereby represents that the changes referenced below will be reflected in the final prospectus and statement of additional information of the Fund, which will be filed in accordance with Rule 497 under the Securities Act of 1933, as amended, in connection with an offering of common shares under the Registration Statement.

Comment 1

Under the heading “Financial Leverage” on the inside cover page of the Prospectus, revise the description of the forms of financial leverage that the fund may utilize by deleting the phrase “senior securities such as” from the description of Preferred Shares.

Response 1

The Fund has revised this disclosure throughout the Registration Statement.

Comment 2

In the Prospectus Summary add disclosure regarding the Fund’s use of derivatives transactions under the heading “Investment Portfolio” or “Investment Policies.”

Response 2

The Fund has moved disclosure regarding the Fund’s use of derivatives transactions from the heading “Other Investment Practices” to “Investment Portfolio.”

Comment 3

The Fee Table  is based on the capital structure of the Fund as of November 30, 2010.  Confirm supplementally that there has been no material increase in the Fund’s leverage outstanding since such date.

Response 3

The Fund notes that Footnote 5 to the Fee Table discloses that “The Fund has no present intent to increase the amount of Financial Leverage utilized by the Fund as a percentage of Managed Assets during the next year.”  In addition, the Fund confirms that as of the date hereof there has been no material increase in the amount of leverage outstanding since November 30, 2010.

Comment 4

Add disclosure to the footnote to the Expense Example stating that a Prospectus Supplement will contain an Expense Example reflecting the sales load and estimated offering expenses borne by the Fund applicable to a given offering.

Response 4

The Fund has added the requested disclosure.

Comment 5

Confirm supplementally that in connection with an offering under this Registration Statement, the Fund will file applicable exhibits, including distribution agreements and opinions of counsel, via a POS EX post-effective amendment.

Response 5

The Fund hereby confirms that in connection with an offering under this Registration Statement, the Fund will file applicable exhibits, including distribution agreements and opinions of counsel, via a POS EX post-effective amendment.

*                *                *

In connection with the effectiveness of the Registration Statement, the Fund acknowledges that the disclosure included in the Registration Statement is the responsibility of the Fund. The Fund further acknowledges that the action of the Commission or the staff acting pursuant to delegated authority in reviewing the Registration Statement does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosures in the Registration Statement; and that the Fund will not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any additional comments or concerns, please do not hesitate to contact me at (212) 735-3406 or Kevin Hardy at (312) 407-0641.

Sincerely,

/s/ Michael K. Hoffman

Michael K. Hoffman

CORRESP
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filename1.htm

    Unassociated Document

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

March 16, 2011

Richard Pfordte

Kimberly A. Browning

Securities and Exchange Commission

Office of Investment Management

100 F Street, NE

Washington, DC  20549

RE:

Claymore/Guggenheim Strategic Opportunities Fund

File Nos. 811-21982 and 333-168044

Dear Sir and Madam:

Thank you for your telephonic comments regarding Pre-Effective Amendment No. 1 to the registration statement on Form N-2 filed by Claymore/Guggenheim Strategic Opportunities Fund (the “Fund”) on November 24, 2010 (the “Registration Statement”).  We have considered your comments to the Registration Statement and, on behalf of the Fund, our responses to these comments are set forth below.

These changes will be reflected in Pre-Effective Amendment No. 2 to the Registration Statement, which the Fund intends to file on or about March 16, 2011 and will be marked to show all changes made since the initial filing of the Registration Statement.

General

Comment 1

Add disclosure to the body of the prospectus regarding the maximum levels of leverage permitted under the 1940 Act (including for reverse repurchase agreements).

Response 1

The Fund has added disclosure in the body of the Prospectus to explain the applicable limits under the 1940 Act with respect to each form of Financial Leverage, including reverse repurchase agreements.

Comment 2

The prospectus currently expresses percentages variously with reference to total assets as well as managed assets.  Please use one measure consistently throughout.

Response 2

The Fund’s investment policies with respect to portfolio parameters are expressed as percentages of the Fund’s total assets.  However, the Fund’s management fee is calculated as a percentage of the Fund’s “Managed Assets.”  The Fund’s policies and calculations with respect to financial leverage are also calculated as a percentage of Managed Assets.   Therefore it is necessary to use both terms in the Fund’s prospectus.  However, the

Securities and Exchange Commission

March 16, 2011

Page 2

Fund has considered your comment and reviewed the use of the terms “total assets” and “Managed Assets” throughout the prospectus to ensure that such terms are used appropriately and consistently throughout.

Comment 3

Confirm that the Fund discloses potential conflicts of interest associated with the fact that the investment advisory fee is based on Managed Assets and that the board of the Fund monitors such conflict of interest.

Response 3

The Fund confirms that disclosure regarding the potential conflict arising from the fact that the investment advisory fee is based on Managed Assets is disclosed in the Prospectus.  The Fund has added under the headings “Use of Financial Leverage” and “Risks—Financial Leverage Risk” that such conflict is monitored by the Board of Trustees of the Fund.

Comment 4

Disclose the terms of the committed facility agreement with BNP Paribas, including whether under the agreement the Fund is required to pledge assets. Please further include a plain English explanation of the consequences of such a pledge of assets, if applicable.

Response 4

The Fund notes that the terms of the committed facility agreement are disclosed under the heading “Use of Financial Leverage.”  The Fund has added the requested additional disclosure, including with respect to pledged assets under the committed facility agreement.

Prospectus—Prospectus Summary

Comment 5

Revise disclosure in the introductory paragraph of the Prospectus Summary to state that investors may wish to review the SAI before investing in the Fund.

Response 5

The Fund has revised disclosure as requested.

Comment 6

Under the heading “Investment Policies” in the Prospectus Summary please clarify that should the Fund change any of it’s investment policies, the Fund will provide prior written notice to investors.

Response 6

The Fund has revised the disclosure as requested.

Comment 7

Under the heading “Other Investment Practices” please disclose the maximum amount the Fund may invest in derivative transactions.

Response 7

The Fund has not adopted a maximum percentage limit with respect to derivative investments.  However, the maximum level of and types of derivative transactions used by the Fund will be monitored and approved by the Board of Trustees.  The Fund has included disclosure to this effect where appropriate throughout the Prospectus.

Securities and Exchange Commission

March 16, 2011

Page 3

Prospectus—Prospectus Summary—Special Risk Considerations

Comment 8

Add disclosure regarding potential dilution from offering expenses.

Response 8

The Fund has added the requested disclosure under the heading “Risks—Dilution Risk.”

Prospectus—Summary of Fund Expenses

Comment 9

Consolidate the line items “Interest payments on borrowed funds” and “Interest expense on reverse repurchase agreements” into a single line item and explain the components thereof in a footnote.

Response 9

The Fund has revised the table as requested.

Comment 10

Add disclosure confirming that the Fund has no present intent to increase the amount of leverage, as a percentage of Managed Assets, utilized by the Fund during the upcoming year or recalculate the Fund’s expenses to reflect any intended increase in the amount of leverage utilized.

Response 10

The Fund has added disclosure to footnote 3 confirming that the Fund has no present intent to increase the amount of leverage utilized by the Fund as a percentage of the Fund’s Managed Assets during the upcoming year.

Prospectus—Senior Securities

Comment 11

Revise the table under the heading “Senior Securities” to reflect all forms of leverage, regardless of whether such leverage constitutes “senior securities,” including a line item for each type of leverage during the fiscal periods noted.

Response 11

The Fund has revised the table as requested.

Statement of Additional Information—Investment Restrictions

Comment 12

Please include disclosure clarifying that the Fund’s classification as a diversified investment company cannot be changed without a shareholder vote.

Response 12

The Fund has added disclosure clarifying that the Fund’s classification as a diversified investment company cannot be changed without a shareholder vote.

Securities and Exchange Commission

March 16, 2011

Page 4

Comment 13

Please explain how the Fund classifies asset-backed securities and mortgage-related securities for purposes of the Fund’s industry classification policy.

Response 13

The Fund has added the requested disclosure.

*                *                *

In connection with the effectiveness of the Registration Statement, the Fund acknowledges that the disclosure included in the Registration Statement is the responsibility of the Fund. The Fund further acknowledges that the action of the Commission or the staff acting pursuant to delegated authority in reviewing the Registration Statement does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosures in the Registration Statement; and that the Fund will not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any additional comments or concerns, please do not hesitate to contact me at (212) 735-3406 or Kevin Hardy at (312) 407-0641.

Sincerely,

/s/ Michael K. Hoffman

Michael K. Hoffman

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[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

November 24, 2010

Kimberly A. Browning

Senior Counsel

U.S. Securities and Exchange Commission

Office of Investment Management

Mail Stop 8626

100 F Street, NE

Washington, DC  20549

RE: Claymore/Guggenheim Strategic Opportunities Fund

File Nos. 811-21982 and 333-168044

Dear Ms. Browning:

We are in receipt of your letter, dated August 5, 2010, which sets forth your comments to the registration statement on Form N-2 filed by Claymore/Guggenheim Strategic Opportunities Fund (the “Fund”) on July 9, 2010 (the “Registration Statement”).  We have considered your comments to the Registration Statement and, on behalf of the Fund, our responses to these comments are set forth below.

These changes will be reflected in Pre-Effective Amendment No. 1 to the Registration Statement, which the Fund intends to file on or about November 24, 2010 and will be marked to show all changes made since the initial filing of the Registration Statement.

General

Comment 1

Please advise the staff whether the Financial Industry Regulatory Authority has reviewed and passed upon the terms of the distribution arrangements, including all the compensation payable to the underwriters.

Response 1

Prior to any offering under the Fund’s shelf registration statement involving a FINRA Member, the base prospectus will be filed with FINRA and a “conditional no objections” letter will be received from FINRA.  In connection with an offering under the Fund’s shelf registration statement involving a FINRA Member, such FINRA Member will file the terms of such offering with FINRA and receive a “415 no objections” letter approving the final offering terms and arrangements, including all the compensation payable to the underwriters.

Kimberly A. Browning

November 24, 2010

Page 2

—Calculation of Registration Fee Under the Securities Act of 1933

Comment 2

Please revise the Table to conform to the column presentation format and content requirements of Form N-2.  In particular, please add a column entitled “Proposed Maximum Offering Price Per Unit” and revise the heading “Aggregate Offering Price” to “Proposed Maximum Aggregate Offering Price.”

Response 2

The Fund has revised the table accordingly.  The Fund notes that it is registering a presently indeterminate number of Common Shares and therefore has calculated the registration fee “on the basis of the maximum aggregate offering price of all the securities listed in the ‘Calculation of Registration Fee’ table” in accordance with Rule 457(o) under the Securities Act of 1933, as amended, which states that in this case “[t]he number of shares or units of securities need not be included in the ‘Calculation of Registration Fee’ Table.”  The Fund has added additional footnote disclosure below the table regarding the calculation of the fee pursuant to Rule 457(o).

Prospectus—Outside Front Cover Page—Total Offering Table

Comment 3

Please advise the staff why the base prospectus does not contain a form of the proceeds table as required by Item 1.1.g of Form N-2.

Response 3

The base prospectus does not contain a form of proceeds table because no securities will be offered pursuant to the base prospectus, unless accompanied by a prospectus supplement.  Since no offering of securities is being made pursuant to the base prospectus without an accompanying prospectus supplement, the form of proceeds table is not required.  Each prospectus supplement, other than a prospectus supplement relating to an at-the-market offering, will contain a form of proceeds table in accordance with the requirements of Item 1.1.g of Form N-2 with respect to that offering.  Each prospectus supplement relating to an at-the-market offering will contain the information required by Instruction 1 to Item 1.1.g of Form N-2.

Comment 4

Please advise the staff why the filing does not include a form of the prospectus supplement?

Response 4

The Fund has included a form of prospectus supplement as requested.

Prospectus—Cover Page—Investment Parameters

Comment 5

The cover page discloses that the Fund may invest up to 60 percent of its “total assets in Income Securities rated below-investment grade (commonly referred to as ‘high-yield’ or ‘junk bonds’).”  The latest

Kimberly A. Browning

November 24, 2010

Page 3

semi-annual report of the Fund indicates that the Fund invests less than 18 percent of its assets in junk.  Should the cover page, summary or the prospectus disclosure be modified to reflect that the Fund invests over 71 percent of its assets in investment grade securities?

Response 5

The Fund seeks to achieve its investment objective by opportunistically investing in a wide range of Income Securities and Common Equity Securities, each as more fully described in the Prospectus.  As a result, the Fund’s allocations to any given asset class or type of investment will vary over time, subject to the limitations and restrictions set forth in the Prospectus and SAI.  Disclosure of the Fund’s current allocations to each type of security in which it may invest is not required by Form N-2 and the Fund believes that selectively disclosing its current allocations to certain types of investments would not benefit shareholders, particularly in light of the fact that the Prospectus relates to offerings on a delayed or continuous basis and such allocations may change over time.  However, the Fund has added disclosure in the summary and body of the Prospectus that the percentage of its total assets allocated to a given type of investment may at any time be significantly less than the maximum amount permitted and has added disclosure under the heading “Investment Objective and Policies—Investment Policies—Credit Quality” that the Fund may investment without limitation in investment grade securities. In addition, the Fund notes that the Fund’s financial statements for the fiscal year ended May 31, 2010, including the portfolio of investments, will be incorporated by reference in the SAI.

Prospectus—Prospectus Summary—Investment Funds

Comment 6

The summary discloses that the Fund’s collective definition of “Investment Funds” includes “private investment funds.”  Please disclose in plain English that private investment funds are commonly known as “hedge funds.”

Response 6

The Fund has added the requested disclosure.

Prospectus—Prospectus Summary—Affiliated Investment Funds

Comment 7

The summary and prospectus disclose that the Fund may invest in “Affiliated Investment Funds,” and that managed assets is reduced by those investment for purposes of calculating the advisory fee.  Please delete the reference to these investments, or disclose prominently that the Fund is currently not investing in Affiliated Funds, and cannot do so unless the Fund files an application for, and the SEC issues an order of, exemption from provisions of the Investment Company Act 1940 Act (“1940 Act”).  Please also disclose there is no assurance such an order would be issued.

Kimberly A. Browning

November 24, 2010

Page 4

Response 7

As investments in Affiliated Investment Funds is not presently a principal investment strategy of the Fund, the Fund has moved the discussion of Affiliated Investment Funds to the Statement of Additional Information and has added the referenced disclosure.

Prospectus—Prospectus Summary—Investment Objective and Philosophy

Comment 8

The investment objective of the Fund is total return, consisting of capital appreciation and income.  The most recent semi-annual report indicates the Fund invests approximately 10 percent of its assets in common stock and primarily in debt securities rated above investment grade.  Please disclose how the Fund obtains capital appreciation.

Response 8

The Fund’s investment objective is to maximize total return through a combination of current income and capital appreciation.  In order to seek to achieve its investment objective, the Fund opportunistically invests in a wide range of Income Securities and Common Equity Securities, each as more fully described in the Prospectus.  As a result, the Fund’s allocations to any given asset class or type of investment will vary over time, subject to the limitations and restrictions set forth in the Prospectus and SAI.  The Fund may seek capital appreciation through its investments in Common Equity Securities and Income Securities, including through capital appreciation in the prices of Income Securities held by the Fund.  Depending on the Fund’s allocations at any given time, the principal component of the Fund’s total return may be either current income or capital appreciation.  In the current market environment, the Fund is seeking to maximize total return primarily though current income, supplemented by capital appreciation.  The Sub-Adviser believes that the Fund’s current portfolio is structured to maximize total return in current market environments, in a manner consistent with the Fund’s investment objective, policies and restrictions.

Prospectus—Prospectus Summary—Investment Portfolio

Comment 9

This section lists the types of income securities in which the Fund will invest.  The third bullet identifies “structured finance investments.”  The latest semi-annual report of the Fund indicates that the Fund invests almost 67 percent of its assets in asset and mortgage-backed securities, and only 16 percent in corporate bonds.  Should the summary and prospectus be revised to reflect the prevalence of structured finance investments?

Response 9

The Fund seeks to achieve its investment objective by opportunistically investing in a wide range of Income Securities and Common Equity Securities, each as more fully described in the Prospectus.  As a result, the

Kimberly A. Browning

November 24, 2010

Page 5

Fund’s allocations to any given asset class or type of investment will vary over time, subject to the limitations and restrictions set forth in the Prospectus and SAI. In light of the current prevalence of structured finance investments, the Fund has added additional disclosure regarding such investments and their attendant risks in the Prospectus Summary and body of the Prospectus.

Prospectus—Prospectus Summary—Personal Property Asset Companies

Comment 10

The summary discloses that the Fund may invest in “Personal Property Asset Companies.”  The summary states that these companies “own, produce, refine, process, transport and market ‘personal property assets’.”  While the definition of a Personal Property Asset Company appears to be rather expansive, the summary and prospectus only give a few examples of companies that qualify, namely, “special situation transportation assets (e.g., railcars, ships, airplanes and automobiles) and collectibles (e.g., antiques, wine and fine art) (‘Personal Property Companies’).”  Please clarify in the prospectus the nature of these companies, and why the performance of them is not expected to be highly correlated with traditional market indices.  How much may the Fund invest in these companies, and disclose why the investments are made.

Response 10

Personal Property Asset Companies constitute a category of issuers of Income Securities and Common Equity Securities in which the Fund may invest.  Given that these issuers presented special risk considerations that may not be present with other issuers, the Fund believed that additional disclosure was warranted.  However, like other categories of issuers, the Fund has not adopted percentage limitations with respect to such categories of issuers other than those set forth in the Prospectus and SAI and would invest in Personal Property Asset Companies for the same reasons the Fund would invest in any other issuer of Income Securities or Common Equity Securities, to seek to achieve the Fund’s investment objective to maximize total return through a combination of current income and capital appreciation.

Personal Property Asset Companies include companies that seek to profit from the ownership, rental, leasing, financing or disposition of personal (as opposed to real) property.  The Fund has revised disclosure to clarify the nature of these companies.

Prospectus—Prospectus Summary—Financial Leverage

Comment 11

This section discloses the various means the Fund may use to borrow or leverage.  It appears from the most recent semi-annual report that the principal means of leverage for the Fund recently has been through

Kimberly A. Browning

November 24, 2010

Page 6

reverse repurchase agreements.  Should the summary or the prospectus be revised to reflect more precisely how the Fund is leveraging?

Response 11

As noted in the Fund’s annual report to shareholders for the fiscal year ended May 31, 2010, “[f]rom the Fund’s inception through late 2008, GPAM employed leverage through reverse repurchase agreements, under which they lend securities and receive cash in return which can be used for additional investments. In November 2008, the Fund entered into a committed financing facility through BNP Paribas, a leading European bank. [The Fund] currently employs leverage via both reverse repurchase agreements and the BNP Paribas facility, in addition to the TALF program.”  Each form of Financial Leverage currently utilized by the Fund is discussed in the Fund’s Prospectus.  On the inside front cover page of the Prospectus and in the Prospectus Summary and body of the Prospectus, the percentage of the Fund’s Managed Assets attributable to each form of Financial Leverage utilized by the Fund, as of May 31, 2010, is disclosed. In addition, the Fund has reviewed disclosure throughout the Prospectus and made revisions where appropriate to properly reflect the Fund’s current use of Financial Leverage.

Comment 12

The term “Financial Leverage” as used in the prospectus appears to include any borrowings or issuance of preferred shares, and not those used for the purpose of purchasing additional securities (rather than the payment of outstanding liabilities or expenses).  Please clarify the definition.

Response 12

“Financial Leverage” as defined in the prospectus includes (i) the issuance of senior securities, (ii) borrowings or the issuance of debt or (iii) reverse repurchase agreements, dollar rolls or similar transactions.  As noted above, the Fund has reviewed disclosure throughout the Prospectus and made revisions where appropriate to properly reflect the Fund’s current use of Financial Leverage.

Prospectus—Prospectus Summary—Special Risk Considerations

Comment 13

It appears that the Fund will engage in various transactions involving counterparty risks.  Accordingly, please add a paragraph that discloses all counterparty risk factors.  In particular, disclose how the adviser assesses the creditworthiness of counterparties.

Response 13

The Fund has added the requested disclosure.

Comment 14

Under “Private Securities Risks,” please disclose the liquidity of these investments.  Also, disclose the limit, if any, on the amount of assets the Fund may invest in illiquid investments.

Kimberly A. Browning

November 24, 2010

Page 7

Response 14

The Fund has added the requested disclosure.

Prospectus—Prospectus Summary—Summary of Fund Expenses

Comment 15

The investment advisor is compensated based on Managed Assets.  The fee table discloses annual fund expenses, including advisory fees, on the basis of net assets.  Please include a footnote to explain the conversion of Managed Assets to net assets.

Response 15

The Fund has added the requested footnote.

Comment 16

In the fee table, please revise the caption “Acquired Investment Fund fees and expenses” to “Acquired Fund Fees and Expenses.”  See General Instruction 10.a. to Item 3 of Form N-2.

Response 16

The Fund has revised the caption as requested.

Comment 17

Footnote 6 to the fee table states that Acquired Fund Fees and Expenses (“AFFE”), “include estimates of base fees plus performance-

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                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
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                                December 4, 2009

Mr. Richard Pfordte
Ms. Kimberly Browning
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

                         RE:  Claymore Funds Joint Preliminary Proxy Statement
                              and Claymore/Guggenheim Strategic Opportunities
                              Fund Preliminary Proxy Statement

Dear Sir and Madam:

         Thank you for your telephonic comments regarding (i) the Claymore Funds
Joint Preliminary Proxy Statement, filed on behalf of Claymore Exchange Traded
Fund Trust, Claymore Exchange Traded Fund Trust 2 and certain closed-end funds
advised by Claymore Advisors, LLC (the "Adviser"), as filed with the Securities
and Exchange Commission (the "Commission") on October 26, 2009, pursuant to
Section 14(a) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), and the General Rules and Regulations of the Commission
promulgated thereunder (the "General Rules and Regulations"), and (ii) the
Claymore/Guggenheim Strategic Opportunities Fund Preliminary Proxy Statement, as
filed with the Commission on November 2, 2009, pursuant to Section 14(a) of the
Exchange Act and the General Rules and Regulations. On behalf of those funds to
which such preliminary proxy materials relate (collectively, the "Funds"), we
have summarized your comments to the best of our understanding, below which we
have provided responses to those comments. Where changes are necessary in
response to your comments, they will be reflected in the applicable Definitive
Proxy Statements, which will be filed on behalf of the Funds pursuant to Section
14(a) and the General Rules and Regulations on or about December 4, 2009.

         1. PLEASE PROVIDE FURTHER SUPPLEMENTAL INFORMATION REGARDING THE TIMING
OF THE CLOSING OF THE TRANSACTION AND THE INITIAL EQUITY INVESTMENT BY
GUGGENHEIM.

         On July 17, 2009, Claymore Group Inc. ("Claymore Group") entered into
an agreement and plan of merger with the Acquisition Subsidiaries (as defined in
the

<PAGE>

Securities and Exchange Commission
December 4, 2009
Page 2

Preliminary Proxy Statements), which are subsidiaries of Guggenheim
Partners, LLC ("Guggenheim Partners"), pursuant to which Claymore Group would
become an indirect subsidiary of Guggenheim Partners (the "Transaction").

         Prior to the closing of the Transaction, Guggenheim Partners also
agreed to arrange for additional equity and debt financing to Claymore Group,
which was intended to be available prior to and regardless of whether the
Transaction closed. The equity financing consisted of the acquisition by
subsidiaries of Guggenheim Partners of newly-issued common stock of Claymore
Group representing, on a fully diluted basis, 24.9% of the outstanding common
stock of Claymore Group in exchange for $11.7 million on September 21, 2009.
Guggenheim's initial equity investment in Claymore Group did not to
result in a change in control of Claymore Group, consistent with Section 2(a)(9)
of the Investment Company Act of 1940, as amended (the "1940 Act").

         The respective board of trustees of each Fund met on September 23,
2009, or September 28, 2009 (as specified in Appendices C and D of the Claymore
Funds Joint Preliminary Proxy Statement and as set forth in the
Claymore/Guggenheim Strategic Opportunities Fund Preliminary Proxy Statement),
and approved for each Fund an interim investment advisory contract and interim
investment sub-advisory contract(s), to become effective upon the termination of
the prior contracts upon the closing of the Transaction, as well as a new
investment advisory contract and new investment sub-advisory contract(s) to be
submitted to shareholders for their approval.

         The Transaction closed on October 14, 2009, which date is defined in
the Preliminary Proxy Statement as the "Closing Date." On that date all shares
of common stock of Claymore Group (except those held by the Acquisition
Subsidiaries or dissenting stockholders or held in treasury) were cancelled and
converted into the right to receive an aggregate cash payment of approximately
$39 million. As a result, Claymore Group became an indirect subsidiary of
Guggenheim Partners. Therefore, the change in control of the Adviser, and thus
the "assignment," as defined in the 1940 Act, of each Fund's prior investment
advisory contract and resulting automatic termination of such contracts,
occurred on October 14, 2009. Immediately following the closing of the
Transaction on October 14, 2009, each Fund entered into an interim investment
advisory contract and interim investment sub-advisory contract, if applicable,
each dated as of October 14, 2009, in the form previously approved by such
Fund's board of trustees.

         2. CONFIRM SUPPLEMENTALLY THAT THE FUNDS DO NOT UTILIZE AFFILIATED
BROKERAGE.

         As disclosed in Appendix E to the Claymore Funds Joint Preliminary
Proxy Statement and under the heading "Additional Information--Affiliated
Brokers" in the Claymore/Guggenheim Strategic Opportunities Fund Preliminary
Proxy Statement, no Fund paid commissions to affiliated brokers during its most
recently ended fiscal year. We have been informed by the Adviser that no Fund
utilizes any brokers affiliated with the Adviser, Guggenheim or the Fund's
investment sub-adviser, if applicable.

<PAGE>

Securities and Exchange Commission
December 4, 2009
Page 3

         3. WITH RESPECT TO ANY FEE WAIVERS, DISCLOSE WHETHER AMOUNTS WAIVED MAY
BE RECOUPED. IF SO, REVISE DISCLOSURE TO AVOID CHARACTERIZING SUCH ARRANGEMENTS
AS "WAIVERS."

         Each ETF (other than RYJ, XGC and EEC) has entered into an Expense
Reimbursement Arrangement in which the Adviser has agreed to waive its
management fees and/or pay certain operating expenses in order to maintain the
expense ratio of the ETF at or below a specified percentage of average net
assets. For a period of five years subsequent to each ETF's commencement of
operations, the Adviser may recover from such ETF fees and expenses waived or
reimbursed during the prior three years if the ETF's expense ratio, including
the recovered expenses, falls below the specified percentage. Such arrangements
are described in further detail in footnote (2) to the table set forth in
Appendix C to the Claymore Funds Joint Preliminary Proxy Statement. No other
Funds currently have fee waivers or reimbursements in place. The disclosure in
the Definitive Joint Proxy Statement will be revised, as necessary, to properly
characterize the Expense Reimbursement Arrangements of the ETFs.

         4. ADD DISCLOSURE REGARDING DISCRETIONARY VOTING BY BROKER-DEALERS WHO
ARE NOT MEMBERS OF THE NEW YORK STOCK EXCHANGE (THE "NYSE").

         NYSE Rule 452 provides that broker-dealers may not vote their
customer's shares without instruction on non-routine matters. NYSE Rule 452
applies only to broker-dealers who are members of the NYSE.

         The Funds' understanding is that members of the NYSE generally account
for the vast majority of shares of publicly traded issuers that are held in
street name, and therefore expect that to be the case with respect to each Fund.
However, the Funds cannot readily ascertain what percentage, if any, of the
outstanding shares of any Fund may be held by broker-dealers who are not
members of the NYSE.

         Broker-dealers who are not members of the NYSE but are members of other
stock exchanges would be subject to similar rules of such exchanges (for
example, Amex Rule 577 would apply to Amex members). Additionally, the Funds
understand that broker-dealers who are not members of the NYSE often choose to
apply the standards of NYSE Rule 452 nonetheless.

         Therefore, the Funds will add the following disclosure in the
Definitive Proxy Statements: "Broker-dealers who are not members of the NYSE may
be subject to other rules, which may or may not permit them to vote your shares
without your instructions. Therefore, you are encouraged to contact your broker
and record your voting instructions."

<PAGE>

Securities and Exchange Commission
December 4, 2009
Page 4

         5. PLEASE DISCUSS FURTHER THE APPLICABILITY OF THE PROVISIONS OF NYSE
RULE 452 THAT PERMIT PROPORTIONATE VOTING OF PREFERRED SHARES.

         NYSE Rule 452.12 provides that, notwithstanding any other provision of
NYSE Rule 452, NYSE members may vote auction rate preferred securities in
proportion to the voting instructions received from holders of the same class in
accordance with the provisions of the Rule and as described in the Preliminary
Proxy Statement. One Fund, TS&W / Claymore Tax-Advantaged Balanced Fund, has
auction preferred shares outstanding that would fall within NYSE Rule 452.12.

         The recent amendments to NYSE Rule 452 approved by the Commission,
codifying the NYSE's interpretation that approval of an investment company's
investment advisory contract with a new investment adviser, as required by the
1940 Act, did not limit the applicability of the provisions of NYSE Rule 452.12
related to proportionate voting of preferred shares. Furthermore, the Fund is
not aware of any interpretation of the NYSE or the Commission that would limit
the applicability of NYSE Rule 452.12 to the Fund.

         However, as of the record date, there were 15,407,000 common shares of
TYW and 4,200 preferred shares of TYW outstanding. Each share is entitled to a
one vote and common shares and preferred shares will vote together as a single
class. Pursuant to NYSE Rule 452.12, proportionate voting of preferred shares is
allowed with respect to proposals as to which common and preferred holders vote
as a single class only if common shareholders approve the proposal. Therefore,
such proportionate voting of preferred shares is unlikely to have a significant
effect on the outcome of the vote on the proposals.

         6. IN THE QUESTION & ANSWER SECTION, UNDER THE HEADING "HOW TO CAST
YOUR VOTE," ADD DISCLOSURE TO CLARIFY THAT EACH SHARE IS ENTITLED TO ONE VOTE,
WITH ALL SHARES VOTING TOGETHER AS A SINGLE CLASS.

         The Funds will add the requested disclosure.

         7. UNDER THE HEADING "PROPOSAL 1: APPROVAL OF THE NEW ADVISORY
AGREEMENT--SECTION 15(F) OF THE 1940 ACT," ADD DISCLOSURE TO CLARIFY THAT
SECTION 15(F) UNDER THE 1940 ACT IS A SAFE HARBOR, THAT THE ADVISER IS RELYING
UPON SUCH SAFE HARBOR AND THAT THE SAFE HARBOR WILL NOT BE AVAILABLE IF EITHER
ELEMENT OF THE TEST SET FORTH IN SECTION 15(F) IS NOT MET.

         The Funds will add the requested disclosure.

                                    * * * * *

<PAGE>

Securities and Exchange Commission
December 4, 2009
Page 5

         The adequacy and accuracy of disclosure in the filing is the
responsibility of the Funds. The Funds acknowledge that comments of the staff of
the Commission acting pursuant to delegated authority in reviewing the filing or
changes to disclosure in response to such comments do not foreclose the
Commission from taking any action with respect to the filing. The Funds
acknowledges that comments of the staff of the Commission acting pursuant to
delegated authority in reviewing the filing or changes to disclosure in response
to such comments may not be asserted as a defense in any proceeding which may be
brought by the Commission or any person under the United States federal
securities laws with respect to this matter. The Funds acknowledge that comments
of the staff of the Commission acting pursuant to delegated authority in
reviewing the filing or changes to disclosure in response to such comments does
not relieve the Funds from their full responsibility for the adequacy and
accuracy of the disclosures in the filing.

         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
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                             155 NORTH WACKER DRIVE
                          CHICAGO, ILLINOIS 60606-1720

                                    --------

                               TEL: (312) 407-0700
                               FAX: (312) 407-0411
                                 www.skadden.com

                             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
                                    SAO PAULO
                                    SHANGHAI
                                    SINGAPORE
                                     SYDNEY

                                November 20, 2009

Mr. Richard Pfordte
Ms. Kimberly Browning
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

                         RE:  Claymore Funds Joint Preliminary Proxy Statement
                              and Claymore/Guggenheim Strategic Opportunities
                              Fund Preliminary Proxy Statement

Dear Sir and Madam:

         Thank you for your telephonic comments regarding (i) the Claymore Funds
Joint Preliminary Proxy Statement, filed on behalf of Claymore Exchange Traded
Fund Trust, Claymore Exchange Traded Fund Trust 2 and certain closed-end funds
advised by Claymore Advisors, LLC (the "Adviser"), as filed with the Securities
and Exchange Commission (the "Commission") on October 26, 2009, pursuant to
Section 14(a) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), and the General Rules and Regulations of the Commission
promulgated thereunder (the "General Rules and Regulations"), and (ii) the
Claymore/Guggenheim Strategic Opportunities Fund Preliminary Proxy Statement, as
filed with the Commission on November 2, 2009, pursuant to Section 14(a) of the
Exchange Act and the General Rules and Regulations. On behalf of those funds to
which such preliminary proxy materials relate (collectively, the "Funds"), we
have summarized your comments to the best of our understanding, below which we
have provided responses to those comments. Where changes are necessary in
response to your comments, they will be reflected in the applicable Definitive
Proxy Statements, which will be filed on behalf of the Funds pursuant to Section
14(a) and the General Rules and Regulations. The Funds intend to file the
Definitive Proxy Statements on or about Wednesday, November 25, 2009.

         1. PLEASE PROVIDE FURTHER SUPPLEMENTAL INFORMATION REGARDING THE TIMING
OF THE CLOSING OF THE TRANSACTION AND THE INITIAL EQUITY INVESTMENT BY
GUGGENHEIM.

         On July 17, 2009, Claymore Group Inc. ("Claymore Group") entered into
an agreement and plan of merger with the Acquisition Subsidiaries (as defined in
the

<PAGE>

Securities and Exchange Commission
November 20, 2009
Page 2

Preliminary Proxy Statements), which are subsidiaries of Guggenheim
Partners, LLC ("Guggenheim Partners"), pursuant to which Claymore Group would
become an indirect subsidiary of Guggenheim Partners (the "Transaction").

         Prior to the closing of the Transaction, Guggenheim Partners also
agreed to arrange for additional equity and debt financing to Claymore Group,
which was intended to be available prior to and regardless of whether the
Transaction closed. The equity financing consisted of the acquisition by
subsidiaries of Guggenheim Partners of newly-issued common stock of Claymore
Group representing, on a fully diluted basis, 24.9% of the outstanding common
stock of Claymore Group in exchange for $11.7 million on September 21, 2009.
Guggenheim's initial equity investment in Claymore Group was presumed not to
result in a change in control of Claymore Group, consistent with Section 2(a)(9)
of the Investment Company Act of 1940, as amended (the "1940 Act").

         The respective board of trustees of each Fund met on September 23,
2009, or September 28, 2009 (as specified in Appendices C and D of the Claymore
Funds Joint Preliminary Proxy Statement and as set forth in the
Claymore/Guggenheim Strategic Opportunities Fund Preliminary Proxy Statement),
and approved for each Fund an interim investment advisory contract and interim
investment sub-advisory contract(s), to become effective upon the termination of
the prior contracts upon the closing of the Transaction, as well as a new
investment advisory contract and new investment sub-advisory contract(s) to be
submitted to shareholders for their approval.

         The Transaction closed on October 14, 2009, which date is defined in
the Preliminary Proxy Statement as the "Closing Date." On that date all shares
of common stock of Claymore Group (except those held by the Acquisition
Subsidiaries or dissenting stockholders or held in treasury) were cancelled and
converted into the right to receive an aggregate cash payment of approximately
$39 million. As a result, Claymore Group became an indirect subsidiary of
Guggenheim Partners. Therefore, the change in control of the Adviser, and thus
the "assignment," as defined in the 1940 Act, of each Fund's prior investment
advisory contract and resulting automatic termination of such contracts,
occurred on October 14, 2009. Immediately following the closing of the
Transaction on October 14, 2009, each Fund entered into an interim investment
advisory contract and interim investment sub-advisory contract, if applicable,
each dated as of October 14, 2009, in the form previously approved by such
Fund's board of trustees.

         2. CONFIRM SUPPLEMENTALLY THAT THE FUNDS DO NOT UTILIZE AFFILIATED
BROKERAGE.

         As disclosed in Appendix E to the Claymore Funds Joint Preliminary
Proxy Statement and under the heading "Additional Information--Affiliated
Brokers" in the Claymore/Guggenheim Strategic Opportunities Fund Preliminary
Proxy Statement, no Fund paid commissions to affiliated brokers during its most
recently ended fiscal year. We have been informed by the Adviser that no Fund
utilizes any brokers affiliated with the Adviser, Guggenheim or the Fund's
investment sub-adviser, if applicable.

<PAGE>

Securities and Exchange Commission
November 20, 2009
Page 3

         3. WITH RESPECT TO ANY FEE WAIVERS, DISCLOSE WHETHER AMOUNTS WAIVED MAY
BE RECOUPED. IF SO, REVISE DISCLOSURE TO AVOID CHARACTERIZING SUCH ARRANGEMENTS
AS "WAIVERS."

         Each ETF (other than RYJ, XGC and EEC) has entered into an Expense
Reimbursement Arrangement in which the Adviser has agreed to waive its
management fees and/or pay certain operating expenses in order to maintain the
expense ratio of the ETF at or below a specified percentage of average net
assets. For a period of five years subsequent to each ETF's commencement of
operations, the Adviser may recover from such ETF fees and expenses waived or
reimbursed during the prior three years if the ETF's expense ratio, including
the recovered expenses, falls below the specified percentage. Such arrangements
are described in further detail in footnote (2) to the table set forth in
Appendix C to the Claymore Funds Joint Preliminary Proxy Statement. No other
Funds currently have fee waivers or reimbursements in place. The disclosure in
the Definitive Joint Proxy Statement will be revised, as necessary, to properly
characterize the Expense Reimbursement Arrangements of the ETFs.

         4. ADD DISCLOSURE REGARDING DISCRETIONARY VOTING BY BROKER-DEALERS WHO
ARE NOT MEMBERS OF THE NEW YORK STOCK EXCHANGE (THE "NYSE").

         NYSE Rule 452 provides that broker-dealers may not vote their
customer's shares without instruction on non-routine matters. NYSE Rule 452
applies only to broker-dealers who are members of the NYSE.

         The Funds' understanding is that members of the NYSE generally account
for the vast majority of shares of publicly traded issuers that are held in
street name, and therefore expect that to be the case with respect to each Fund.
However, the Funds cannot readily ascertain what percentage, if any, of the
outstanding shares of any Fund may be held by broker-dealers who are not
members of the NYSE.

         Broker-dealers who are not members of the NYSE but are members of other
stock exchanges would be subject to similar rules of such exchanges (for
example, Amex Rule 577 would apply to Amex members). Additionally, the Funds
understand that broker-dealers who are not members of the NYSE often choose to
apply the standards of NYSE Rule 452 nonetheless.

         Therefore, the Funds will add the following disclosure in the
Definitive Proxy Statements: "Broker-dealers who are not members of the NYSE may
be subject to other rules, which may or may not permit them to vote your shares
without your instructions. Therefore, you are encouraged to contact your broker
and record your voting instructions."

<PAGE>

Securities and Exchange Commission
November 20, 2009
Page 4

         5. PLEASE DISCUSS FURTHER THE APPLICABILITY OF THE PROVISIONS OF NYSE
RULE 452 THAT PERMIT PROPORTIONATE VOTING OF PREFERRED SHARES.

         NYSE Rule 452.12 provides that, notwithstanding any other provision of
NYSE Rule 452, NYSE members may vote auction rate preferred securities in
proportion to the voting instructions received from holders of the same class in
accordance with the provisions of the Rule and as described in the Preliminary
Proxy Statement. One Fund, TS&W / Claymore Tax-Advantaged Balanced Fund, has
auction preferred shares outstanding that would fall within NYSE Rule 452.12.

         The recent amendments to NYSE Rule 452 approved by the Commission,
codifying the NYSE's interpretation that approval of an investment company's
investment advisory contract with a new investment adviser, as required by the
1940 Act, did not limit the applicability of the provisions of NYSE Rule 452.12
related to proportionate voting of preferred shares. Furthermore, the Fund is
not aware of any interpretation of the NYSE or the Commission that would limit
the applicability of NYSE Rule 452.12 to the Fund.

         However, as of the record date, there were 15,407,000 common shares of
TYW and 4,200 preferred shares of TYW outstanding. Each share is entitled to a
one vote and common shares and preferred shares will vote together as a single
class. Pursuant to NYSE Rule 452.12, proportionate voting of preferred shares is
allowed with respect to proposals as to which common and preferred holders vote
as a single class only if common shareholders approve the proposal. Therefore,
such proportionate voting of preferred shares is unlikely to have a significant
effect on the outcome of the vote on the proposals.

         6. IN THE QUESTION & ANSWER SECTION, UNDER THE HEADING "HOW TO CAST
YOUR VOTE," ADD DISCLOSURE TO CLARIFY THAT EACH SHARE IS ENTITLED TO ONE VOTE,
WITH ALL SHARES VOTING TOGETHER AS A SINGLE CLASS.

         The Funds will add the requested disclosure.

         7. UNDER THE HEADING "PROPOSAL 1: APPROVAL OF THE NEW ADVISORY
AGREEMENT--SECTION 15(F) OF THE 1940 ACT," ADD DISCLOSURE TO CLARIFY THAT
SECTION 15(F) UNDER THE 1940 ACT IS A SAFE HARBOR, THAT THE ADVISER IS RELYING
UPON SUCH SAFE HARBOR AND THAT THE SAFE HARBOR WILL NOT BE AVAILABLE IF EITHER
ELEMENT OF THE TEST SET FORTH IN SECTION 15(F) IS NOT MET.

         The Funds will add the requested disclosure.

                                    * * * * *

<PAGE>

Securities and Exchange Commission
November 20, 2009
Page 5

         The adequacy and accuracy of disclosure in the filing is the
responsibility of the Funds. The Funds acknowledge that comments of the staff of
the Commission acting pursuant to delegated authority in reviewing the filing or
changes to disclosure in response to such comments do not foreclose the
Commission from taking any action with respect to the filing. The Funds
acknowledges that comments of the staff of the Commission acting pursuant to
delegated authority in reviewing the filing or changes to disclosure in response
to such comments may not be asserted as a defense in any proceeding which may be
brought by the Commission or any person under the United States federal
securities laws with respect to this matter. The Funds acknowledge that comments
of the staff of the Commission acting pursuant to delegated authority in
reviewing the filing or changes to disclosure in response to such comments does
not relieve the Funds from their full responsibility for the adequacy and
accuracy of the disclosures in the filing.

         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
</TEXT>
</DOCUMENT>

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

CORRESP
1
filename1.htm

Claymore/Guggenheim
Strategic Opportunities Fund

2455 Corporate West Drive

Lisle, Illinois
60532

July 24, 2007

Mr. Christian T. Sandoe

Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

  Re:

  Claymore/Guggenheim Strategic Opportunities
  Fund—Registration

  Statement on Form N-2 (File Nos. 333-138686 and
  811-21982)

Dear Mr. Sandoe:

In accordance with
Rule 461 of the General Rules and Regulations under the Securities Act of 1933,
as amended, Claymore/Guggenheim Strategic Opportunities Fund hereby requests
acceleration of the effective date of the above-captioned Registration
Statement so that it may become effective at 12:00 p.m., Eastern time, on July
26, 2007 or as soon as practical thereafter.

  Sincerely,

  CLAYMORE/GUGGENHEIM STRATEGIC

  OPPORTUNITIES FUND

  By:

  /s/  Nicholas Dalmaso

  Nicholas Dalmaso

  Chief Legal and Executive Officer

[WACHOVIA LOGO]

July 24, 2007

Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C.  20549-4720

Attention: Mr. Christian T. Sandoe

  Re:

  Claymore/Guggenheim Strategic Opportunities Fund

  Common Shares of Beneficial Interest

  Registration Nos.

  333-138686

  811-21982

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the
undersigned, as the representative of the prospective Underwriters of the above
captioned securities, hereby joins in the request of the Claymore/Guggenheim
Strategic Opportunities Fund that the effectiveness of the Registration
Statement relating to such securities be accelerated so that the Registration
Statement will become effective by 12:00 p.m., Eastern Time, on July 26, 2007,
or as soon thereafter as practicable.

  Very truly yours,

  WACHOVIA CAPITAL MARKETS, LLC

  By:

  /s/ Lear Beyer

  Lear Beyer

  Managing Director

CORRESP
1
filename1.htm

[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]

July 3, 2007

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)

Dear Mr. Sandoe:

Claymore/Guggenheim Strategic Opportunities Fund (formerly, Claymore Strategic Opportunities Fund), a newly organized, diversified, closed-end management investment company (the “Fund”), filed a registration statement on Form N-2 (File Nos. 333-138686 and 811-21982) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940, as amended (the “1940 Act”), on November 14, 2006.  We received your letter, dated December 11, 2006, setting forth your comments to the Registration
Statement (the “Comment Letter”).  Current market conditions are such that the Fund has determined to proceed with an initial public offering of its common shares, and on May 31, 2007 the Fund filed Pre-Effective Amendment No. 1 to the Registration Statement.  In addition, we filed on behalf of the Fund a letter, dated May 31, 2007 (the “Response Letter”)  in response to your comments set forth in the Comment Letter.  On June 26, 2007 the Fund commenced marketing of its initial public offering and filed Pre-Effective Amendment No. 2 to the Registration Statement, which included a preliminary prospectus dated June 26, 2007 that is being distributed as contemplated by Rule 460 under the 1933 Act (the “Preliminary Prospectus”). It is contemplated presently that the Fund would request effectiveness of the Registration
Statement on or about July 25, 2007.

This letter addresses a certain investment policy of the Fund (which policy was not commented upon in your Comment Letter nor addressed in our Response Letter) relating to the Fund’s ability to invest in other pooled investment vehicles, including investment companies registered under the 1940 Act (“Registered Investment Funds”), private investment funds that are excluded from the definition of “investment company” under the 1940 Act solely by operation of Section 3(c)(1) or 3(c)(7) thereof (“Private Investment Funds”), and other pooled or structured investment vehicles (“Other Investment Vehicles,” and collectively with Registered Investment Funds and Private Investment Funds, “Investment Funds”), including Private Investment Funds and Other Investment Vehicles for which affiliates of the Fund’s investment sub-adviser may act as investment adviser or manager (“Affiliated Investment Funds”).  For the reasons set forth in this letter, we believe that the Fund’s investment policy with respect to

1

Affiliated Investment Funds is consistent with and permissible under the 1940 Act and that the Fund may pursue such investment policy without exemptive or other relief under the 1940 Act.  However, the Commission has on occasion made statements to the effect that the affiliated transaction restrictions of Sections 17(a) and 17(d) of the 1940 Act and Rule 17d-1 thereunder may apply to certain investments by a registered investment company in Registered Investment Funds and Private Investment Funds that are first- or second-tier affiliated persons.

In light of Congress’s clear understanding and intent regarding the provisions of Section 12(d)(1) of the 1940 Act that specifically authorize certain limited investments by registered investment companies in Registered Investment Funds and Private Investment Funds, we believe that such statements regarding the affiliated transaction restrictions cannot be construed to apply to investments in affiliated Registered Investment Funds and Private Investment Funds that fall squarely within the statutory provisions of, and are not in excess of the limitations set forth in, Section 12(d)(1).  Furthermore, in the absence of Commission guidance to the contrary, we believe that investments by a registered investment company in affiliated Other Investment Vehicles—which are not considered investment companies for purposes of Section 12(d)(1) and therefore not subject to the restrictions
of Section 12(d)(1)—are not prohibited by Section 17(d), provided that such investments are made in accordance with the statutory exemption set forth in Section 17(a)(1)(B).   The Fund is seeking clarification from the Commission staff as to the applicability of Section 17(a) and 17(d) and Rule 17d-1 to the Fund’s investment policy.

The Fund intends to proceed with its initial public offering and request effectiveness of the Fund’s Registration Statement on or about July 25, 2007, and to invest the proceeds of such offering in accordance with the investment objective and policies as described in the Fund’s prospectus, including investments in Affiliated Investment Funds.  The Fund respectfully requests clarification that the Staff of the Commission would not consider such investments inconsistent with Commission interpretations of the applicable statutory provisions.  The Fund would appreciate resolving this matter prior to the commencement the Fund’s investment operations. However, to the extent that such clarification is not received prior to commencement of the Fund’s investment operations, we note that the Fund’s Preliminary Prospectus states 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.”  Under current market conditions, the Fund’s sub-adviser anticipates that approximately 5% of the Fund’s total assets would be allocable to Affiliated Investment Funds, subject to clarification by the Staff regarding the Fund’s investment policy.  Pending such clarification, such portion of the Fund’s total assets may be allocated to other investments, including investments in non-affiliated Investment Funds.  However, the Fund’s sub-adviser believes that such Affiliated Investment Funds afford the Fund access to certain asset classes and investment strategies that are uniquely attractive to the Fund.

            Description of the Fund and Its Investment Policies

The Fund’s investment objective is to maximize total return through a combination of current income and capital appreciation.  The Fund will pursue a relative value-based investment philosophy, which utilizes quantitative and qualitative analysis to seek to identify securities or spreads between securities that deviate from their perceived fair value and/or historical norms. Claymore Advisors, LLC (the “Adviser”) acts as the investment adviser for the Fund and Guggenheim Partners Asset Management, LLC (the “Sub-Adviser”) acts as sub-adviser for the Fund and is responsible for the management of the Fund’s portfolio of securities.  The Sub-Adviser seeks to combine a credit-managed fixed-income portfolio with access to a diversified pool of alternative investments and
equity strategies.

The Fund may allocate its assets among a wide variety of Income Securities and Common Equity Securities, each as defined in the prospectus included in the Registration Statement (the “Prospectus”), provided that, under normal market conditions, the Fund will not invest more than:

2

            •

            60% of its total assets in Income Securities rated below-investment grade;

            •

            50% of its total assets in Common Equity Securities consisting of common stock;

            •

            20% of its total assets in non-U.S. dollar denominated Income Securities; and

            •

            10% of its total assets in Income Securities of issuers in emerging markets.

As an alternative to holding investments directly, the Fund may also obtain investment exposure to Income Securities and Common Equity Securities by investing in Investment Funds, including Registered Investment Funds, Private Investment Funds and/or Other Investment Vehicles. The Fund may invest up to 20% of its total assets in Investment Funds that primarily hold (directly or indirectly) investments in which the Fund may invest directly, of which amount up to 10% of the Fund’s total assets may be invested in Registered Investment Companies (the “Investment Fund Policy”).  In this respect, the Fund’s Investment Fund Policy is substantially identical to policies of other closed-end investment companies the registration statements of which have been declared effective recently by the staff of the SEC.  See, e.g., Eaton Vance Credit Opportunities Fund (File Nos. 333-134729 and 811-21820), declared effective on August 8, 2006; Highland Strategies Fund (File Nos. 333-132436 and 811-21869, declared effective on June 23, 2006.

Pursuant to the Fund’s Investment Fund Policy, the Fund may invest in Affiliated Investment Funds, subject to certain conditions as set forth in the Prospectus.  The Fund would only invest in Affiliated Investment Funds (i) that offer their securities to unaffiliated third parties (including to existing security holders of such Affiliated Investment Funds) and (ii) only on the same terms and at the same times as such securities are offered to such unaffiliated third parties.  Thus, the Fund would purchase interests in Affiliated Investment Funds on the same terms as non-affiliated investors, as those terms are set forth in the applicable offering documents of the Affiliated Investment Funds, and would therefore participate in the general offering of such interests on the same terms and to the same extent as such non-affiliated investors.  The Fund would not pay any sales charges in
connection with its purchases of Affiliated Investment Funds.  To avoid duplication of fees and expenses, investments in Affiliated Investment Funds would not constitute Managed Assets (as defined in the Prospectus) for purposes of determining the amount of management fees payable by the Fund to the Sub-Adviser.   Thus, although the Fund would pay its pro rata share of the fees and expenses allocable to its investments in Affiliated Investment Funds to the same extent as other non-affiliated investors in the Affiliated Investment Funds, no advisory fee would be paid by the Fund to the Sub-Adviser on Fund assets invested in Affiliated Investment Funds.

Applicable Statutory Provisions

Section 12(d)(1)(A).  Section 12(d)(1)(A) of the 1940 Act limits the ability of investment companies to purchase or otherwise acquire any securities issued by other investment companies.  If the acquiring investment company is a registered investment company, the registered investment company and any company or companies controlled by such registered investment company (collectively, the “Acquiring Registered Company”) may not purchase or otherwise acquire any securities issued by any other investment company (the “Acquired Investment Company”) if the Acquiring Registered Company owns in the aggregate (i) more than 3 percent of the total outstanding voting stock of the Acquired Investment Company; or (ii) securities issued by the Acquired Investment
Company having an aggregate value in excess of 5 percent of the value of the total assets of the Acquiring Registered Company; or (iii) securities issued by the Acquired Investment Company and all other investment companies having a value in excess of 10 percent of the value of the total assets of the Acquiring Registered Company, respectively.  If the Acquiring Investment Company is a Private Investment Fund, the Private Investment Fund and any

3

company or companies controlled by such Private Investment Fund (collectively, the “Acquiring Private Fund”) may not purchase or otherwise acquire any securities issued by a registered investment company (the “Acquired Registered Company”) if the Acquiring Private Fund owns in the aggregate more than 3 percent of the total outstanding voting stock of the Acquired Registered Company.  Section 12(d)(1)(A) does not limit the amount of securities of a Private Investment Fund that may be acquired by an Acquiring Registered Fund, and only imposes the 3% limitation, not the 5% or 10% limitations, on acquisitions of an Acquired Registered Company by an Acquiring Private Fund.

Section 12(d)(1)(A) does not distinguish between “affiliated” funds and “unaffiliated” funds, and, as discussed in this letter below, Congress did not intend for Section 12(d)(1)(A) to apply only to unaffiliated funds.

The Fund’s investments in Registered Investment Funds and Private Investment Funds, including those that are Affiliated Investment Funds, pursuant to the Investment Fund Policy are subject to the limitations of Section 12(d)(1)(A).  The Fund will only purchase securities of Registered Investment Funds and Private Investment Funds as would be consistent with Section 12(d)(1)(A) and will not invest in Registered Investment Funds and Private Investment Funds, including those that are Affiliated Investment Funds, in excess of the level of investments specifically permitted by Section 12(d)(1)(A).

Other Investment Vehicles, which are not “investment companies,” are not subject to the restrictions of Section 12(d)(1).   The Fund may therefore invest in such Other Investment Vehicles, including those that are Affiliated Investment Funds, up to the limits and subject to the restrictions set forth in the Fund’s Prospectus, which are intended, among other things, to provide that investments in affiliated Other Investment Vehicles would comply with the exception set forth in Section 17(a)(1)(B).

Section 17(a).  Section 17(a) of the 1940 Act prohibits any affiliated person or promoter of or principal underwriter for a registered investment company, or any affiliated person of such affiliated person, promoter or principal underwriter, acting as principal, (1) knowingly to sell any security or other property to such registered investment company or to any company controlled by such registered company (other than securities of which the seller is the issuer and which are part of a general offering to the holders of a class of its securities) or (2) knowingly to purchase from such registered investment company or from any company controlled by such registered company any security or other property (except securities of which such registered investment company is the issuer).

The legislative history of Section 17(a) indicates Congressional concern that “unscrupulous individuals in control of investment companies have not hesitated to engage in self-dealing; that is, transactions between officers, directors and similar persons and the investment companies with which they are associated.  These individuals have sold worthless securities at extravagant prices to their controlled companies [and] have purchased securities and other property from such companies at unfairly low prices . . . .” H.R. Rep. No. 2639 (76th Cong., 3rd Sess., June 18, 1940).

Pursuant to the exception in clause (B) of Section 17(a)(1), a registered investment company may purchase securities from an affiliated person if (i) the affiliated person is the issuer of such securities and (ii) the securities are purchased by the registered investment company as part of a general offering of such securities and are purchased by the registered investment company on the same terms as such securities are generally offered.  As discussed below in this letter, Congress did not intend investments in Registered Investment Funds and Private Investment Funds specifically permitted by Section 12(d)(1) to be restricted by Sections 17(a) and 17(d) and Rule 17d-1 understanding that, in light of the structure of Section 17(a), such purchases fit the exception for sales to an affiliated principal that are part of a general offering of securities and that Section 17(d) does not apply
to such discrete principal transactions.  Thus, pursuant to the Fund’s Investment Fund Policy, the Fund will only i

CORRESP
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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

May 31, 2007

            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:

We are in receipt of your letter, dated December 11, 2006, which sets forth your comments to the registration statement on Form N-2 filed by Claymore/Guggenheim Strategic Opportunities Fund (the “Fund”) on November 14, 2006 (the “Registration Statement”). We have considered your comments to the Registration Statement and, on behalf of the Fund, our responses to these comments are set forth below.

These changes will be reflected in Pre-Effective Amendment No. 1 to the Registration Statement, which the Fund intends to file on or about May 31, 2007 and will be marked to show all changes made since the initial filing of the Registration Statement.

PROSPECTUS

Cover Page

1.   While the cover page may include other information not required by Item 1 of Form N-2, so long as it does not, by its nature, quantity, or manner of presentation impede the understanding of the information required, this section includes approximately three pages of disclosure about the Funds’ operations and investments. As the quantity of information presented in this section impedes the understanding of the information required, please move the disclosure of the Funds’ operations and investments to the body of the prospectus. See Item 1.2 of Form N-2.

The disclosure on the cover page of the Prospectus has been revised in accordance with the staff’s comment.

Mr. Christian Sandoe

May 31, 2007

Page 2

Cover Page – Investment Process

2.            This section states that the Sub-Adviser’s Sector Specialists are responsible for the design, sourcing and origination of investments. Please explain in this section what this means.

This section has been moved from the cover page to the Prospectus Summary section of the Prospectus, and disclosure has been added in response to the staff’s comment.

Prospectus Summary – Investment Philosophy and Investment Process – Investment Portfolio – Income Securities

3.            The first bullet point in this section indicates that the Fund will invest in U.S. Government and agency securities. The prominence of this disclosure suggests that the Fund investments in U.S. Government and agency securities will represent a significant portion of the Fund’s portfolio. However, the prospectus disclosure indicates that the Fund will predominantly hold lower-rated Income Securities. Please revise this section to describe prominently the principal types of securities that the Fund will hold.

Disclosure relating to the credit policies of the Fund has been moved to a location in the Prospectus prior to the bullet points, and the bullet point regarding U.S. Government and agency securities has been moved to follow the bullet point regarding structured finance securities (including mortgage-backed securities).

Prospectus Summary – Investment Portfolio – Investment Funds

4.            This section states that the Fund may invest up to 20% of its assets in Private Investment Funds. Given the significant level of potential exposure to such investments, please explain to us why the Fund has not discussed the various risks associated with such investments (e.g., valuation, transparency, liquidity and incentive fee arrangements at the underlying fund level).

The disclosure in the body of the Prospectus regarding the risks associated with investing in Private Investment Funds, including Affiliated Investment Funds, has been included in the Prospectus Summary section of the Prospectus.

Prospectus Summary – Management of the Fund

5.            The last sentence of the first paragraph states that the Fund pays the Investment Adviser a fee, payable monthly, in an annual amount equal to o% of the Fund’s average daily “Managed Assets.” Please explain to us how the Fund’s proposed options and other derivative transactions will be valued for purposes of computing the Investment Adviser’s fee.

For purposes of computing the Investment Adviser’s and Sub-Adviser’s fee, Managed Assets, as defined in the Investment Advisory Agreement and Investment

Mr. Christian Sandoe

May 31, 2007

Page 3

Sub-Advisory Agreement and disclosed in the Prospectus, will consist of “the total assets of the Fund (other than assets attributable to any investments in Affiliated Investment Funds), including the assets attributable to the proceeds from any borrowings or other forms of financial leverage, minus liabilities, other than liabilities relating to any financial leverage,” and therefore will include the net value of options transactions and other derivatives in which the fund may invest.  We note that when the Fund engages in such an option strategy that there is not a significant increase in the Managed Assets of the Fund. Only the market or fair value of an option or other derivative contract (rather than the notional amount), including any liabilities associated therewith, is included in the determination of net assets of the Fund.  For example, if the Fund holds shares of
common stock with market value of $37.25 and sells (writes) a six-month call option to purchase this stock with a strike price of $40, the Fund would receive consideration of a premium of $2.50. The Fund would record the $2.50 premium as an asset and equivalent liability, and thereafter would adjust the liability to the market value of the option based upon the market value of the option.

We note that the computation of this fee is consistent with virtually all other closed-end investment companies that are authorized to utilize derivatives, including recent closed-end funds with investment policies of investing in equity securities and writing covered call options on such securities.

Prospectus Summary – Special Risk Considerations – Private Investment Funds Risk

6.            The second sentence of this section states that Certain Private Investment Funds in which the Fund participates may involve capital call provisions under which the Fund is obligated to make additional investments at specified levels even if it would otherwise choose not to. Please explain to us whether the Fund views these potential obligations to be senior securities of the Fund and how the Fund intends to treat these obligations for purposes of the asset coverage requirements of Section 18 of the Investment Company Act.

To the extent that the Fund invests in Private Investment Funds that have, as a term of such investment, such capital call provisions, the Fund will segregate assets in accordance with the policies of Release No. 10666 and subsequent interpretations of such policies.

Summary of Fund Expenses

7.            Footnote (1) to the fee table states that the Investment Adviser has agreed to pay (i) all organizational costs of the Fund and (ii) offering costs of the Fund (other than the sales load but including a partial reimbursement of underwriting expenses) that exceed $._ per share of Common Shares (0.20% of the offering price). We do not believe the inclusion of organization expenses in this arrangement is permissible under GAAP because of the different accounting treatment for these costs. Organization expenses, when incurred by the Fund, are required to be expensed immediately and reflected as an expense in the statement of operations accompanying

Mr. Christian Sandoe

May 31, 2007

Page 4

the seed balance sheet. Offering costs, however, are deferred until the sale of shares to the public and do not immediately impact the net assets reported on the seed balance sheet. Once the sale of shares to the public occurs, offering costs are charged to paid-in capital. See AICPA Audit and Accounting Guide ¶ 8.24 (2006). When closed-end funds incur organization expenses, the adviser must immediately address the funding of the organization expenses to determine whether the fund has met the minimum seed capital requirements of $100,000. For example, the adviser can contribute additional seed money to the fund to pay the organization expenses or the adviser can agree to waive the organization expenses and reimburse the fund at a future date. In addition, organization expenses paid by the adviser and/or the fund are contingent upon the size of the offering. Since the exact size of the offering
may not be known at the time the seed balance sheet is filed, it is uncertain how the organization expenses will be funded and whether the fund has met the minimum seed balance capital requirements. Accordingly, please revise the disclosure to exclude organization costs from calculation of the Investment Adviser’s payment of offering costs.

The Fund’s seed money balance sheet will reflect, as assets of the Fund, the cash investment in the Fund of at least $100,000, a receivable from the Investment Adviser equal to the amount of the organizational costs and deferred offering costs. The balance sheet will also reflect, as liabilities of the Fund, accrued organizational and offering costs. The net asset value of the Fund prior to the commencement of investment operations will be equivalent to the paid-in capital and capital surplus of the Fund, which will be at least $100,000. The income statement prior to the commencement of investment operations will reflect no investment income, an expense equal to the amount of the organizational costs and an expense reimbursement in an equivalent amount of such organizational costs.

            8.

            Please include in footnote (1) an estimate of the following:

            •

            the size of the offering in dollars and shares;

            •

            total offering costs in dollars and costs per share;

            •

            costs expected to be paid by the Investment Adviser in dollars and costs per share; and

            •

            costs expected to be paid by the Fund in dollars and costs per share.

Disclosure will be added to footnote (1) of the Expense Table to estimate the size of the offering in dollars and shares, and the associated total offering costs, in the next pre-effective amendment to this Registration Statement. As described in such footnote (1), the Investment Adviser has agreed to pay all offering expenses that exceed $0.04 per Common Share.

Mr. Christian Sandoe

May 31, 2007

Page 5

9.            Please indent the table in footnote (4) and reduce its font size to ensure that it is appropriately regarded as a footnote table and not confused with the actual fee table to which this footnote table relates.

The table in footnote (4) of the Expense Table has been indented and reduced in font size in accordance with the staff’s comment.

STATEMENT OF ADDITIONAL INFORMATION

Investment Restrictions

10.          The last sentence of Investment Restriction 3 states that the Fund’s fundamental concentration policy will not apply when the Fund has taken a temporary defensive position. As this sentence suggests that the Fund could concentrate its investments in any industry or group of industries when it has taken a temporary defensive position, it appears that the Fund has reserved the freedom of action to concentrate its investments when it has taken a temporary defensive position. The staff has historically taken the position that funds may not reserve the right to concentrate in an industry or group of industries. Accordingly, please explain to us how this policy is consistent with section 8(b)(1)(E) of the Investment Company Act.

            The Fund has revised Investment Restriction 3 to state that the Fund shall not:

“Invest in any security if, as a result, 25% or more of the value of the Fund’s total assets, taken at market value at the time of each investment, are in the securities of issuers in any particular industry, except that this policy shall not apply to securities issued or guaranteed by the U.S. government and its agencies and instrumentalities or tax-exempt securities of state and municipal governments or their political subdivisions.”

Remuneration of Trustees and Officers

11.          Please indicate the number of funds in the fund complex in the heading of the last column of the table. See Instruction 6 to Item 18.14(a) of Form N-2.

The Fund will add the requested disclosure in the next pre-effective amendment to this Registration Statement.

Portfolio Manager Compensation – Annual Bonus

12.          The first sentence states that Portfolio Managers are paid a discretionary bonus based on the overall profitability and performance of the Investment Adviser. Please describe in this section how the compensation is determined with respect to the performance of the Investment Adviser. See Instruction 3 to Item 21.2 of Form N-2.

Mr. Christian Sandoe

May 31, 2007

Page 6

                While the Fund’s initial filing described the method by which the Investment Adviser compensates portfolio managers, the Fund’s portfolio managers will be employees of the Investment Sub-Adviser. Therefore, the Section headed “Portfolio Manager Compensation” has been revised to properly disclose the manner in which such portfolio managers are compensated.

GENERAL COMMENTS

13.          Where a comment is made in one location, it is applicable to all similar disclosure appearing elsewhere in the registration statement.

In response to your comments, the Fund has made consistent revisions throughout the Prospectus.

14.          We note that portions of the filing are incomplete. 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 information you supply to us, or on exhibits added in any pre-effective amendments.

The Fund is advised that additional comments may be provided on omitted disclosure items, information supplied supplementally or exhibits added in any further pre-effective amendment, and the Fund will respond to any such additional comments when and if made.

15.          If you intend to omit certain information from the form of prospectus included with the registration statement that is declared effective in reliance on Rule 430A under the Securities Act, please identify the omitted information to us, preferably before filing the final pre-effective amendment.

The Fund intends only to omit certain pricing information from any future Pre-Effective Amendment to the Registration Statement for which we will rely on Rule 430A. This would include the total number of shares sold, the total proceeds of the offering and the total sales loads paid. This information will be omitted, as it is not expected that it will be known at the time of filing. The Fund intends to file pursuant to Rule 497(h) a definitive prospectus and SAI containing any omitted information in compliance with the requirements of Rule 430A.

16.          Please advise us if you have submitted or expect to submit exemptive applications or no-action requests in connection with your registration statement.

On May 18, 2004, the Adviser and certain closed-end funds advised by the Adviser filed an “Application for an Order Pursuant to Section 6(c) of the 1940 Act for Exemption from Section 19(b) of the 1940 Act and Rule 19b-1 thereunder.”  Although the Fund does not currently require exemptive relief to implement its distribution policy, the application requested that the exemptive relief sought apply

Mr. Christian Sandoe

May 31, 2007

Page 7

to “each registered closed-end management investment company to be advised in the future” by the Adviser, and such exemptive relief, if granted, would therefore apply to the Fund. On December 21, 2006, the Adviser received comments to the above-refer