SEC Form N-8F filed by Guggenheim Credit Allocation Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-8F

APPLICATION FILED PURSUANT TO SECTION 8(f) OF THE INVESTMENT COMPANY ACT

OF 1940 (the “Act”) AND RULE 8f-1 THEREUNDER FOR ORDER DECLARING THAT COMPANY

HAS CEASED TO BE AN INVESTMENT COMPANY

Dated: December 10, 2021

I.       General Identifying Information

1.       Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):

(Note: Abandonments of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.)

(Note: Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.)

2.       Name of fund:

Guggenheim Credit Allocation Fund

3.       Securities and Exchange Commission File No.:

811-22715

4.       Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?

[x] Initial Application [ ] Amendment

5.       Address of Principal Executive Office (include No. & Street, City, State Zip Code):

227 West Monroe Street
Chicago, IL 60606

Julien Bourgeois

Dechert LLP

1900 K Street, NW

Washington, DC 20006

(202) 261-3304

NOTE:    Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-1 and 31a-2 for the periods specified in those rules.

[ ] Open-end [x] Closed-end

Delaware

Guggenheim Funds Investment Advisors, LLC

227 West Monroe Street

Chicago, Illinois 60606

Guggenheim Partners Investment Management, LLC

100 Wilshire Boulevard

Santa Monica, California 90401

Cantor Fitzgerald & Co.

13.       If the fund is a unit investment trust (“UIT”) provide:

(a)       Depositors’ name(s) and address(es):

Not Applicable.

(b)       Directors’ name(s) and address(es):

Not Applicable.

[ ] Yes       [X] No

If Yes, for each UIT state (name, file no. and business address):

[X] Yes      [ ] No

If Yes, state the date on which the board vote took place: April 20, 2021

If No, explain:

[X] Yes      [ ] No

If Yes, state the date on which the shareholder vote took place: August 24, 2021

If No, explain:

II.            Distributions to Shareholders

[X] Yes [ ] No

(a)       If Yes, list the date(s) on which the fund made those distributions:

Prior to the open of the New York Stock Exchange on October 25, 2021, common shareholders of Guggenheim Credit Allocation Fund received newly issued common shares of Guggenheim Strategic Opportunities Fund, the aggregate net asset value (not the market value) of which

equaled the aggregate net asset value of its common shares, as determined at the close of business on October 22, 2021.

(b)       Were the distributions made on the basis of net assets?

[X] Yes    [ ] No

(c)       Were the distributions made pro rata based on share ownership?

[X] Yes    [ ] No

(e)       Liquidations only: Not applicable.

Were any distributions to shareholders made in kind?

[ ] Yes        [ ] No

If Yes, indicate the percentage of fund shares owned by affiliates or any other affiliation of shareholders:

17.          Closed-end funds only: Has the fund issued senior securities?

[ ] Yes      [X] No

If Yes, describe the method of calculating payments to senior security holders and distributions to other shareholders:

18.          Has the fund distributed all of its assets to the fund’s shareholders?

[X] Yes     [ ] No

If No,

(a)       How many shareholders does the fund have as of the date this form is filed?

(b)       Describe the relationship of each remaining shareholder to the fund:

[ ] Yes [X] No

If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders:

III.       Assets and Liabilities

20.       Does the fund have any assets as of the date this form is filed?

[ ] Yes [X] No

If Yes,

[ ] Yes        [X] No

If yes,

(b)           How does the fund intend to pay these outstanding debts or other liabilities?

IV.       Information About Event(s) Leading to Request For Deregistration

22.       (a) List the expenses incurred in connection with the Merger or Liquidation:

(i)        Legal expenses: $519,771.73

(ii)       Accounting expenses: $11,800.00

(iii)       Other expenses (list and identify separately):

Transfer Agency Costs: $40,026.00

Print and Distribution Costs: $225,535.96

Proxy Solicitor: $251,003.42

SEC Filing Fees: $67,854.10

(iv)       Total expenses (sum of lines (i) - (iii) above): $1,115,991.21

(b)       How were those expenses allocated?

The costs associated with the Merger described above were borne by Guggenheim Funds Investment Advisers, LLC and Guggenheim Partners Investment Management, LLC.

(c)       Who paid those expenses?

Please see response to Question 22(b).

(d)       How did the fund pay for unamortized expenses (if any)?

Not Applicable.

23.          Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?

[ ]  Yes      [X] No

If Yes, cite the release number of the Commission’s notice and order or, if no notice or order has been issued, the file number and date the application was filed:

V.            Conclusion of Fund Business

24.           Is the fund a party to any litigation or administrative proceeding?

[ ] Yes         [X] No

If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation:

[ ] Yes        [X] No

If Yes, describe the nature and extent of those activities:

VI.       Mergers Only

26.           (a)           State the name of the fund surviving the Merger:

Guggenheim Strategic Opportunities Fund

(b)           State the Investment Company Act file number of the fund surviving the Merger:

811-21982

The Form of Agreement and Plan of Merger was filed as Exhibit 4(b) on Form POS EX (Accession No. 0001821268-21-000432; 333-255687, filed October 25, 2021).

VERIFICATION

The undersigned states that (i) he has executed this Form N-8F application for an order under Section 8(f) of the Investment Company Act of 1940, as amended, on behalf of Guggenheim Credit Allocation Fund; (ii) he is the Secretary of Guggenheim Credit Allocation Fund; and (iii) all actions by shareholders, trustees, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his knowledge, information, and belief.

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