UNITED STATES 


SECURITIES AND EXCHANGE COMMISSION 


WASHINGTON , D.C. 20549 


DIVISION of 

INVESTMENT MANAGEMENT 

March 21, 2012 

Response of the Office of Disclosure and Review 

Division of Investment Management 

Re: Guggenheim Enhanced Equity Strategy Fund 

Incoming letter dated December 14,2011 

The proposal relates to trustee eligibility. 

There appears to be some basis for your view that the Fund may exclude the proposal under rule 

14a-8(f). We note that the proponent failed to supply documentary support sufficiently 

evidencing that he satisfied the minimum ownership requirement for the one-year period 

required by rule 14a-8(b). Accordingly, we will not recommend enforcement action to the 

Commission if the Fund omits the proposal from its proxy materials in reliance on rules 14a-8(b) 

and 14a-8(f). In reaching this position, we have not found it necessary to address the alternative 

bases for omission which the Fund asserts. 

Sincerely, 

~~~ ~ 

Kim~IY A. Browning d 

Senior Counsel 

cc: Mr. Luke E. Simms 

Attachment 
DIVISION OF INVESTMENT MANAGEMENT 

frWORMALPROCEDURESREGARDrNGSHAREHOLDERPROPOSALS 

The Division of Investment Management believes that its responsibility with 

resp·ect to matters _arising under Rule l4a-8, [17 CFR 240.l4a-8], as with otherrnatters 

under the proxy rules, is to aid those who must comply with the rule by offering informal 

advice and suggestions and to deternune, initially, whether or not.it may be appropriate in 

a particular matter to recommend enforcement aCtion to the Commission. In connection 

with a shareholder proposal under Rule 14a-8, the Division's staff considers the 

information furnished to it by an investment company in support ofits intention to exclude 

the proposals from the investment company's proxy material, as well as any information 

furnished by the proponent or the proponent's representative. 

The staff will always consider information concerning alleged violations ofthe 

statutes administered by the Commission, including argument as to whether or not 

activities proposed to be taken would be violative ofthe statute or rule involved. The 

receipt by the staff of such information, however, should not be construed as changing the 

staff's informal procedures and proxy review into a formal or adversary procedure . 

The determination reached by the staff in connection with a shareholder proposal 

submitted to the Division uRder Rule 14a-8 does not and cannot purport to "adjudicate" 

the merits of an investment company's position with respect to the proposaL Only a court, 

such as a U.S. DistricLCourt, can decide whether an investment company is obligated to 

include shareholder proposals in its prox:y materiaL Accordingly a discretionary 

determination not to recommend or take Commission enforcement action., does not 

preclude a proponent, or any sharehol:der of an investment company, from pursuing any 

rights he or she may" have against the illvestment company in court, should the 

management omit the proposal [TOm the investment company's proxy materiaL 
SKADDEN, ARPS, SLATE, MEAGHER ~ FLOM LLP 

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SAN F"RANCISCO www.skadden.com WASHINGTON. D.C. 

WILMINGTON December 14,2011 BEI.JING 
 

BRUSSELS 
 

F"RANKF"URT 
 

HONG KONG 
 

LONDON 
 

MOSCOW 
 

MUNICH 
 

PARIS 
 

SAO PAULO 
 

SHANGHAI 
 

SINGAPORE 
 

SYDNEY
 BY EMAIL (IMshareholderproposals@sec.gov) TOKYO 
 

TORONTO 
 

VIENNA 
 

U.S. Securities and Exchange Commission 
 

Division of Investment Management 
 

100 F Street NE 
 

Washington, D.C. 20549 
 

RE: 	 Guggenheim Enhanced Equity Strategy Fund 

2012 Annual Meeting 

Omission of Shareholder Proposal of Luke E. Sims 

Ladies and Gentlemen: 

Pursuant to Rule 14a-8G) promulgated under the Securities Exchange 
 

Act of 1934, as amended, we are writing on behalf of our client, Guggenheim 
 

Enhanced Equity Strategy Fund (the "Fund"), to request that the Staff (the "Staff') 
 

of the Securities and Exchange Commission (the "Commission") concur with the 
 

Fund's view that, for the reasons stated below, it may exclude the shareholder 
 

proposal and supporting statement (the "Proposal") submitted by Luke E. Sims (the 
 

"Proponent") for inclusion in the proxy materials (the "Proxy Materials") to be 
 

distributed by the Fund in connection with its 2012 annual meeting of shareholders 
 

(the "Annual Meeting"). 
 

In accordance with Rule 14a-8G), a copy of this letter and its 
 

attachments is being sent simultaneously to the Proponent as notice of the Fund's 
 

intent to omit the Proposal from the Proxy Materials_ 
 

I. The Proposal 

The text of the Proposal, including the supporting statement, is 
 

reprinted below as it was submitted to the Fund: 
 

PROPOSAL: 

RESOLVED, that the shareholders of Guggenheim Enhanced Equity Strategy 

Fund ("GGE" or "Trust") hereby request that the Board of Trustees amend 

the By-laws to add a new Section 2.5 reading as follows: "Section 2.5. 
U.S. Securities and Exchange Commission 

Division of Investment Management 

December 14,2011 

Page 2 

Independence of Trustees. Disregarding any role as a Trustee of the Trust, 

each nominee for Trustee shall not be a trustee or director of more than two 

(2) other investment companies registered under the Investment Company 

Act of 1940, as amended." 

SUPPORTING STATEMENT: 

Fellow Shareholders: 

Fund performance has been dismal, cratering Fund net assets to less than 

$100 million from $1.0 billion in 2008. Since its inception in 2004, the GGE 

share price (adjusted for its reverse stock split) has fallen approximately 85%. 

The current Trustees are responsible for this debacle; Guggenheim Funds 

Investment Advisors, LLC ("Guggenheim") led the Fund to the massive loss. 

The Trustees are responsible for overseeing the Fund. Guggenheim, as the 

Fund's investment advisor, is responsible for the investment performance, per 

GGE' s shareholder-approved investment advisory contract. 

The Fund's poor performance is due to mismanagement and inaction by our 

Trustees. Some facts to bear in mind: 

1. The Fund has a I-star rating from Morningstar, the lowest possible 

rating. This reflects the Fund's abysmal investment performance. 

2. Fund shares trade at a significant discount from net asset value 

("NA V"). Despite having authority to repurchase GGE shares at a significant 

discount from NAV (thus benefiting shareholders), our Trustees have never 

exercised this authority. Rather than directly reducing the discount by 

repurchasing shares at a discount to NAV, Trustees have implemented a 

higher distribution policy, hoping to reduce the discount indirectly (and, to 

date, unsuccessfully). 

3. Each of our Trustees is also a trustee or director of not less than 48 

other Guggenheim funds, and each receives not less than $212,125 in annual 

compensation (except our two new Trustees whose compensation only 

reflects a partial year). Should it come as a surprise to you that our Trustees 

put Guggenheim's interests above ours? 

4. Fund Trustees have zero or minimal ownership in Fund shares. Per 

Securities and Exchange Commission filings, our Trustees own, in the 

aggregate, less than 1,000 Fund shares, with a market value of less than 

$15,000. Three (3) trustees own absolutely no shares. Without "skin in the 

game", it isn't surprising that our Trustees have little interest in the Fund's 

investment performance or our interests as shareholders. 
U.S. Securities and Exchange Commission 
 

Division of Investment Management 
 

December 14,2011 
 

Page 3 
 

This proposal seeks to create truly independent Trustees. We deserve 

Trustees who put our interests as shareholders first and foremost. Unless we 

have Trustees who are looking out for shareholders, our Fund is likely to 

continue to suffer from poor investment performance and from management 

that continues to subordinate shareholders' interests to its own personal 

interests. 

II. Summary 

We hereby respectfully request that the Staff concur in the Fund's 

view that it may exclude the Proposal from the Proxy Materials pursuant to: 

• 	 Rule 14a-8(b)(l) and Rule 14a-8(f)(I) because the Proponent has failed to 

provide proof of the requisite stock ownership after receiving notice of 

such deficiency; 

• 	 Rule 14a-8(i)(8)(i) because the Proposal would disqualify Trustees who 

have been nominated by the Board of Trustees to stand for reelection at 

the Annual Meeting; 

• 	 Rule 14a-8(i)(8)(iii) because the Proposal questions the business 

judgment of Trustees who have been nominated by the Board of Trustees 

to stand for reelection at the Annual Meeting; and 

• 	 Rule 14a-8(i)(3) because the Proposal contains materially false or 

misleading statements and is therefore contrary to Rule 14a-9. 

III. Bases for Exclusion 

A. 	 The Fund May Exclude the Proposal Pursuant to Rule 14a-8(t)(1) 

Because the Proponent Failed to Supply Documentary Support 

Evidencing Satisfaction of the Continuous Ownership 

Requirements of Rule 14a-8(b )(1). 

Rule 14a-8(b )(1) provides that, in order to be eligible to submit a 

proposal, a shareholder must have continuously held at least $2,000 in market value, 

or 1 %, of the company's securities entitled to be voted on the proposal for at least 

one year by the date the proposal is submitted and must continue to hold those 

securities through the date of the meeting. If the proponent is not a registered holder, 

he or she must provide proof of beneficial ownership of the securities. Under Rule 

14a-8(f)(l), a company may exclude a shareholder proposal if the proponent fails to 

provide evidence that it meets the eligibility requirements of Rule 14a-8(b), provided 

that the company timely notifies the proponent of the deficiency and the proponent 

fails to correct the deficiency within the required time. 
U.S. Securities and Exchange Commission 

Division of Investment Management 

December 14,2011 

Page 4 

On October 19, 2011, the Proponent submitted the Proposal to the 

Fund via email and first class mail and provided a letter from Charles Schwab, dated 

October 13, 2011 (the "First Schwab Letter"). A copy of the Proponent's letter, 

including the Proposal and the First Schwab Letter, is attached hereto as Exhibit A. 

The First Schwab Letter purported to be "verification of continuous ownership for 

the following securities" and listed various purchase and sale transactions in shares 

of the Fund. The most recent date as of which the number of shares of the Fund 

owned by Proponent was stated in the First Schwab Letter was May 16, 2011, on 

which date the Proponent owned 5,300 shares ofthe Fund. 

After determining that the Proponent was not a shareholder of record, 

in accordance with Rule 14a-8(f)(1), on October 28, 2011, the Fund sent a letter to 

the Proponent via Federal Express (the "Deficiency Notice") requesting a written 

statement from the record owner of the Proponent's shares verifying that the 

Proponent beneficially owned the requisite number of Fund shares continuously for 

at least one year prior to the date of submission of the Proposal. The Deficiency 

Notice also advised the Proponent that such written statement had to be submitted to 

the Fund within 14 days of the Proponent's receipt of such letter. As suggested in 

Section G.3 of Division of Corporation Finance: Staff Legal Bulletin No. 14 (July 

13, 2001) ("SLB 14") relating to eligibility and procedural issues, the Deficiency 

Notice included a copy of Rule 14a-8. A copy of the Deficiency Notice is attached 

hereto as Exhibit B. 

On November 14, 2011, in response to the Deficiency Notice, the 

Proponent sent an email to the Fund and attached to that email a letter from Charles 

Schwab, dated November 4, 2011 (the "Second Schwab Letter"). The Second 

Schwab Letter again purported to be "verification of continuous ownership for the 

following securities" and again listed various purchase and sale transactions in shares 

of the Fund. The Second Schwab Letter also indicated the number of shares of the 

Fund owned by Proponent on October 19,2011 and November 3, 2011. A copy of 

the Second Schwab Letter is included in the materials attached hereto as Exhibit C. 

The First Schwab Letter failed to satisfy the requirements of Rule 

14a-8(b). Pursuant to such Rule, the Proponent was required to submit a written 

statement from the record holder of the Proponent's shares, verifying the 

Proponent's continuous ownership of at least $2,000 of the Fund's shares from 

October 19, 2010 (one year prior to the date of submission) through October 19, 

2011 (the date of submission). The First Schwab Letter does not make any such 

statement. While it purports to represent "verification of continuous ownership for 

the following securities," the Fund is unable to reconcile that statement with the fact 

that listed under "the following securities" are shares of the Fund both purchased and 

sold by Proponent in the prior twelve months. Furthermore, the First Schwab Letter 

does not state for what period "continuous ownership" is being confirmed and the 

most recent date as of which the number of shares of the Fund owned by Proponent 
U.S. Securities and Exchange Commission 

Division of Investment Management 

December 14,2011 

Page 5 

is listed was May 16, 2011, which was four months prior to the date on which the 

Proposal was submitted. 

In Section C.1.c.(3) of SLB 14, the Staff illustrates the requirement 

for specific verification of continuous ownership with the following example: 

(3) If a shareholder submits his or her proposal to the company 

on June 1, does a statement from the record holder verifying 

that the shareholder owned the securities continuously for one 

year as of May 30 of the same year demonstrate sufficiently 

continuous ownership of the securities as of the time he or she 

submitted the proposal? 

No. A shareholder must submit proof from the record 

holder that the shareholder continuously owned the 

securities for a period of one year as of the time the 

shareholder submits the proposal. 

Even if the First Schwab Letter were to be interpreted in the manner 

most favorable to the Proponent (Le. that the First Schwab Letter represented 

verification of one year of continuous ownership of at least $2,000 as of the date of 

the First Schwab Letter), the First Schwab Letter suffers from precisely the defect 

described in the example above, and therefore fails to provide the proper ownership 

information required under Rule 14a-8(b). The First Schwab Letter was dated 

October 13, 2011, whereas the date of the Proponent's submission of the Proposal 

was October 19, 2011. The First Schwab Letter therefore fails to demonstrate 

continuous ownership of the shares for a period of one year as of the time the 

Proponent submitted the Proposal. 

The Staff has consistently taken the position that if a proponent does 

not provide documentary support sufficiently evidencing that it has satisfied the 

continuous ownership requirement for the one-year period specified by Rule 14a8(b), the proposal may be excluded under Rule 14a-8(f). See, e.g., Verizon 

Communications Inc. (January 12, 2011). The broker's letter in Verizon 

Communications verified ownership for a period ended one day prior to the date on 

which the proposal was submitted and, accordingly, failed to demonstrate continuous 

ownership of the required shares for a period of one year as of the time the 

shareholder proposal was submitted. See also Great Plains Energy Incorporated 

(June 17, 2010) (broker's statement verifying ownership for a period ended 14 days 

prior to the date of submission did not sufficiently demonstrate continuous 

ownership for the requisite period); Union Pacific Corporation (March 5, 2010) 

(broker's letter dated two days before date of submission did not verify continuous 

ownership for the requisite period); Microchip Technology Incorporated (May 26, 

2009) (broker's letter dated five days before proposal submission ); The Home 

Depot, Inc. (February 19, 2009) (broker'S letter dated 28 days before proposal 
U.S. Securities and Exchange Commission 

Division of Investment Management 

December 14, 2011 

Page 6 

submission); McGraw Hill Companies, Inc. (January 28,2008) (broker's letter dated 

three days before proposal submission); International Business Machines Corp. 

(December 7, 2007) (broker's letter dated four days before proposal submission); 

and Exxon Mobil Corporation (March 1, 2007) (broker's letter dated six days before 

proposal submission). 

The Second Schwab Letter also fails to satisfy the requirements of 

Rule 14a-8(b). As stated above, pursuant to such Rule, the Proponent was required 

to submit a written statement from the record holder of the Proponent's shares, 

verifying the Proponent's continuous ownership of at least $2,000 of the Fund's 

shares from October 19, 2010 (one year prior to the date of submission) through 

October 19, 2011 (the date of submission). The Second Schwab Letter, dated 

November 4, 2011, does not make any such statement, and suffers from the same 

fatal ambiguities as the First Schwab Letter. While the Second Schwab Letter 

purports to represent "verification of continuous ownership for the following 

securities" it again lists under "the following securities" shares of the Fund both 

purchased and sold by Proponent in the prior twelve months. The Second Schwab 

Letter also states the number of shares of the Fund owned by Proponent on October 

19, 2011 and November 3, 2011. However, the Second Schwab Letter does not 

indicate for what period "continuous ownership" is being verified or as of what date 

such statement is being made. 

The Staff has previously granted relief under Rule 14a-8( f) and Rule 

14a-8(b) where a proof of ownership letter stated that the requisite number of shares 

was held as of the date on which the proposal was submitted, but the proof of 

ownership separately stated that the requisite number of shares were continuously 

held for one year (without including an "as of date") and the date of the proof of 

ownership letter differed from the date on which the proposal was submitted. See 

The Home Depot, Inc. (February 5, 2007) (proof of ownership letter dated November 

7, for proposal submitted on October 19, stated that the minimum number of shares 

was held as of October 19 and that the minimum number of shares had been held 

continuously for the past year); Halliburton Company (March 10, 2003) (proof of 

ownership letter, with a date that was different from the date on which the proposal 

was submitted (November 19), stated that the minimum number of shares was held 

as of November 19 and that the minimum number of shares had been held 

continuously for the past year). Even granting the Second Schwab Letter an 

interpretation most favorable to the Proponent it is dated November 4,2011 and does 

not state the date as of which continuous ownership is being confirmed and therefore 

suffers from precisely the defect described in the letters summarized in this 

paragraph, and therefore fails to provide the proper ownership information required 

under Rule 14a-8(b). 

As both the First Schwab Letter and Second Schwab Letter fail to 

state the date as of which ownership is verified or the length ofthe period over which 
U.S. Securities and Exchange Commission 

Division of Investment Management 

December 14,2011 

Page 7 

continuous ownership was maintained and list purchase and sale transactions in Fund 

shares, the First Schwab Letter and Second Schwab Letter are akin to brokerage 

statements, which the Staff has repeatedly stated is insufficient proof of the requisite 

stock ownership under Rule 14a-8(b)(1). See, e.g., General Motors Corporation 

(AprilS, 2007) (account summary insufficient verification of continuous ownership); 

General Electric Company (January 16, 2007) (brokerage statement insufficient to 

prove continuous ownership); AT&T Corp. (January 24, 2001) (stockholder's own 

statements regarding continuous beneficial ownership insufficient, even when 

coupled with brokerage statements). 

While Rule 14a-8(f) requires a company receiving a proposal to 

notify the proponent of any procedural or eligibility deficiencies, it does not require a 

second notification if the response to the first notification was deficient. Any further 

verification the Proponent might now submit would be untimely under the 

Commission's rules. Therefore, the Fund believes that the Proposal is excludable 

pursuant to Rule 14a-8(f) because the Proponent failed to remedy the eligibility 

deficiency on a timely basis after notification by the Fund. 

For the reasons summarized above, the Fund has concluded that the 

Proposal is excludable under Rule 14a-8(b)(I) and Rule 14a-8(f)(1). 

B. 	 The Fund May Exclude the Proposal Pursuant to Rule 14a8(i)(8)(i) Because the Proposal Would Disqualify Trustees 

Nominated by the Board of Trustees to Stand for Reelection at 

the Annual Meeting. 

Rule 14a-8(i)(8)(i), as recently amended by Exchange Act Release 

No. 34-62764 (August 25,2010) (the "2010 Release"), permits the Fund to exclude a 

shareholder proposal from its Proxy Materials if the proposal "would disqualify a 

nominee who is standing for election." Describing the predecessor Rule to Rule 14a8(i)(8), the Commission has stated that "the principal purpose of this provision is to 

make clear, with respect to corporate elections, that Rule 14a-8 is not the proper 

means for conducting campaigns or effecting reforms in elections ... since other 

proxy rules ... are applicable thereto." Exchange Act Release No. 12598 (July 7, 

1976). To that end, the Staff of the Commission has repeatedly determined that 

proposals that would disqualify nominees for election at the annual meeting and/or 

incumbent directors whose terms continue beyond the annual meeting may be 

excluded. 

As explained in the 2010 Release, the recent amendment to Rule 14a8(i)(8) "was not intended to change the staffs prior interpretations or limit the 

application of the exclusion" but rather was intended to "codify certain prior staff 

interpretations with respect to the types of proposals that would continue to be 
u.s. Securities and Exchange Commission 

Division of Investment Management 

December 14,2011 

Page 8 

excludable" and "provide more clarity to companies and shareholders regarding the 

application ofthe exclusion." 

The Proposal seeks to adopt a resolution calling on the Board of 

Trustees to amend the Fund's By-Laws in order to bar any nominee for Trustee who 

is, disregarding any role as a Trustee of the Fund, "a trustee or director of more than 

two (2) other investment companies registered under the Investment Company Act of 

1940, as amended." Currently, each of the existing Trustees of the Fund, including 

those Trustees who have been nominated by the Board of Trustees to stand for 

reelection at the Annual Meeting, serves as trustee or director of more than two other 

investment companies registered under the Investment Company Act of 1940, as 

amended (the "1940 Act"). Therefore, if the proposed By-Laws amendment were 

adopted, the nominees of the Board of Trustees would be ineligible to stand for 

reelection. 

In Washington Mutual, Inc. (February 20, 2007) the Staff concurred 

that a shareholder proposal calling on the board to amend the company's by-laws to 

implement requirements for board independence could be excluded "to the extent it 

could, if implemented, disqualify nominees for director at the upcoming annual 

meeting." The fact that the Proposal is drafted to call upon the Board of Trustees to 

amend the Fund's By-Laws does not render it permissible under Rule 14a-8(i)(8). In 

considering similar proposals, the Staff has repeatedly determined that if the 

requested by-laws amendment or other requested board action, if implemented, 

would have the effect of either disqualifying previously elected directors from 

completing their terms or disqualifying nominees for election at the upcoming 

shareholder meeting, such proposals may be excluded pursuant to Rule 14a-8(i)(8). 

See Peabody Energy Corp. (March 4, 2005) (proposal to require board to adopt a 

policy of nominating "independent directors" which would constitute two-thirds of 

the board); Raytheon Co. (March 9, 1999) (proposal requesting board to take actions 

to require the election of directors annually with a seventy percent majority of 

independent directors); General Dynamics Corp. (March 25, 1992) (proposal 

requesting board amend by-laws to provide for board to consist of majority of 

"independent directors"); Tribune Co. (March 7, 1991) (proposal to recommend 

board amend by-laws to implement independence requirements). 

The Staff has generally advised that the defects in such proposals 

could be cured only if the proposal were structured so as to not disqualify incumbent 

directors and would apply only to nominees for director at meetings subsequent to 

the annual meeting in question. The Proposal applies to all nominees for Trustee and 

therefore, if implemented, would disqualify each of current Trustees who have been 

nominated by the Board of Trustees to stand for reelection at the Annual Meeting 

from being elected at the Annual Meeting. Therefore, the Fund believes that the 

Proposal may be omitted from the Proxy Materials pursuant to Rule 14a-8(i)(8)(i). 
U.S. Securities and Exchange Commission 

Division of Investment Management 

December 14,2011 

Page 9 

c. 	 The Fund May Exclude the Proposal Pursuant to Rule 14a8(i)(8)(iii) Because the Proposal Questions the Business Judgment 

of Trustees Nominated by the Board of Trustees to Stand for 

Reelection at the Annual Meeting. 

The Proposal is excludable pursuant to Rule 14a-8(i)(8)(iii), as 

recently amended by the 2010 Release, which permits the exclusion of a shareholder 

proposal that "questions the competence, business judgment, or character of one or 

more nominees or directors." Exchange Act Release No. 34-56914 (January 10, 

2008) noted that the Staff has taken the position that a proposal would be subject to 

exclusion under Rule 14a-8(i)(8) if the proposal "could have the effect of, or 

proposes a procedure that could have the effect of ... questioning the competence or 

business judgment of one or more directors." As discussed above, the 2010 Release 

explained that the recent amendment to Rule 14a-8(i)(8) "was not intended to change 

the staffs prior interpretations or limit the application of the exclusion" but rather 

was intended to "codify certain prior staff interpretations with respect to the types of 

proposals that would continue to be excludable" and "provide more clarity to 

companies and shareholders regarding the application ofthe exclusion." 

On a number of occasions, the Staff has permitted a company to 

exclude a proposal under Rule 14a-8(i)(8)(iii) where the proposal, together with the 

supporting statement, questions the competence, business judgment or character of 

directors. See Rite Aid Corp. (April 1, 2011) (concurring with the exclusion of a 

shareholder proposal to prohibit nomination of any non-executive board member 

who has "had any financial or business dealings .,. with any member of senior 

management or the Company" because the supporting statement "appear[ ed] to 

question the business judgment of board members" expected to stand for reelection); 

Marriott International, Inc. (March 12, 2010) (shareholder proposal criticizing 

suitability of members of the board of directors to serve, and such members were 

expected to be nominated by the company for election at the upcoming annual 

meeting of shareholders); Brocade Communication Systems, Inc. (January 31, 2007) 

(shareholder proposal criticizing directors who ignore certain shareholder votes was 

excludable); Exxon Mobil Corp. (March 20, 2002) (shareholder proposal 

condemning the chief executive officer for causing "reputational harm" to the 

company and for "destroying shareholder value" was excludable); AT&T Corp. 

(February 13, 2001) (shareholder proposal criticizing the board chairman, who was 

the chief executive officer, for company performance was excludable); Honeywell 

International Inc. (March 2, 2000) (shareholder proposal making directors who fail 

to enact resolutions adopted by shareholders ineligible for election was excludable); 

Black & Decker Corp. (January 21, 1997) (allowing exclusion of a proposal under 

the predecessor to Rule 14a-8(i)(8) that questioned the independence of board 

members where contentions in the supporting statement questioned the business 

judgment, competence and service of a chief executive officer standing for reelection 

to the board). 
U.S. Securities and Exchange Commission 

Division of Investment Management 

December 14, 2011 

Page 10 

Like the proposals and supporting statements in the foregoing noaction letters, the supporting statement section of the Proposal explicitly criticizes 

the business judgment, competence and service of the existing Trustees and 

questions their suitability to serve on the Fund's Board of Trustees. Examples of 

such statements include: (i) "Trustees put Guggenheim's interests above ours," (ii) 

"Trustees have little interest in the Fund's investment performance or our interests as 

shareholders" and (iii) "[t]he Fund's poor performance is due to mismanagement and 

inaction by our Trustees." Such statements clearly question the competence, 

business judgment and/or character of the Trustees. Certain of the current Trustees 

have been nominated by the Board of Trustees to stand for reelection at the Annual 

Meeting. Accordingly, the Proposal is excludable from the 2012 proxy materials 

pursuant to Rule I4a-8(i)(8)(iii). 

In the 2010 Release, the Commission reiterated that "companies 

should have the right to exclude proposals related to particular elections and 

nominations for director from company proxy materials where those proposals 

would result in an election contest between company and shareholder nominees 

without the important protections provided for in the proxy rules." Prior to the 

Fund's 2011 annual meeting of shareholders, a Fund shareholder who is an associate 

of the Proponent informed the Fund of his intent to nominate the Proponent for 

election as a Trustee of the Fund at the 2011 annual meeting. The shareholder did 

not solicit votes of other shareholders and did not formally put forth such nomination 

at the 2011 annual meeting. However, the shareholder has indicated to the Fund his 

intention to nominate the Proponent for election as a Trustee at the upcoming Annual 

Meeting. Provided that the Fund receives formal notice of such nomination in 

compliance with the advance notice provisions of the Fund's By-Laws, the 

Proponent may be nominated to stand for election at the Annual Meeting. The 

proper manner for the Proponent to advance his candidacy for election as a Trustee is 

through a proxy statement delivered to shareholders of the Fund and filed with the 

Commission in accordance with applicable proxy rules. The Fund believes that the 

Proponent intends the Proposal and the supporting statement to serve as a disguised 

means to utilize a Rule 14a-8 proposal to further his candidacy for election as a 

Trustee in an impermissible manner, without complying with the proxy rules 

applicable to proxy contests that provide important shareholder protections and 

without incurring the expenses associated with a proxy contest. Accordingly, the 

Proposal "relates to a nomination or an election for membership on the company's 

board" and is excludable from the Proxy Materials pursuant to Rule 14a-8(i)(8). 

For the reasons summarized above, the Fund has concluded that the 

Proposal is excludable under Rule 14a-8(i)(8)(iii). 
U.S. Securities and Exchange Commission 

Division of Investment Management 

December 14,2011 

Page 11 

D. 	 The Fund May Exclude the Proposal Pursuant to Rule 14a-8(i)(3) 

in Violation of Rule 14a-9, Because it is Materially False and 

Misleading 

Rule 14a-8(i)(3) permits a company to omit a shareholder proposal 

and related supporting statement from its proxy materials if the "proposal or 

supporting statement is contrary to any of the Commission's proxy rules, including 

Rule I4a-9, which prohibits materially false or misleading statements in proxy 

solicitation materials." 

The supporting statement contains statements that impugn the 

character, integrity, and reputation of the Trustees and of management of the Fund, 

in violation of Note (b) to Rule 14a-9, which specifies that material may be 

misleading "which directly or indirectly impugns character, integrity or personal 

reputation, or directly or indirectly makes charges concerning improper, illegal or 

immoral conduct or associations, without factual foundation." Therefore, the 

Proposal may be properly omitted from the Proxy Materials pursuant to Rule 14a8(i)(3). 

The Staff has concurred that a company may properly exclude entire 

shareholder proposals and supporting statements if they contain false and misleading 

statements or omit material facts necessary to make such statements not false and 

misleading. See Entergy Corp. (February 14, 2007) (permitting exclusion of entire 

proposal which contained false and misleading statements relating to management 

and the board); The Swiss Helvetia Fund, Inc. (April 3, 2001) (permitting exclusion 

of entire proposal due to unsupported statements suggesting that directors may have 

violated, or may choose to violate, their fiduciary duties); and General Magic Inc. 

(May 1, 2000) (permitting exclusion of proposal relating to change of name of 

company which contained false and misleading statements). According to Section 

B.4 of Staff Legal Bulletin No. 14B (CF) (September 15, 2004) ("SLB No. 14B"), 

the Staff "may find it appropriate for companies to exclude the entire proposal, 

supporting statement, or both as materially false or misleading if a proposal or 

supporting statement would require detailed and extensive editing in order to bring it 

into compliance with the proxy rules." As discussed below, the Fund believes that 

the entire Proposal should be excluded pursuant to Rule 14a-8(i)(3) as materially 

false and misleading in violation of Rule 14a-9. 

The supporting statement contains several statements that impugn the 

character, integrity, and reputation of the Trustees and of management of the Fund. 

For example, paragraph 3 discusses the Trustees' service on multiple funds in the 

Guggenheim Funds fund complex and asks "Should it come as a surprise to you that 

our Trustees put Guggenheim's interests above ours?" These statements call into 

question the independence of the Trustees and their ability to exercise their business 

judgment and discharge their fiduciary duties. The Proponent's characterization that 
U.S. Securities and Exchange Commission 

Division of Investment Management 

December 14,2011 

Page 12 

the Fund's current Trustees are not independent from management and therefore 

unable to consider matters objectively and to take actions in the best interest of 

shareholders is baseless, blatantly false, and misleading. Each of the current Trustees 

of the Fund does not have, and has not had, any management positions with the 

Fund, its investment adviser or its investment sub-adviser. None of the current 

Trustees is an "interested person" of the Fund as defined in Section 2( a)(19) of the 

1940 Act and each is "independent" according to the definition of "independent 

director" under the New York Stock Exchange ("NYSE") listing standards. 

Accordingly, any and all statements that imply that the Trustees are not independent 

or that are designed to question their objectivity, are false and are in direct violation 

ofNote (b) to Rule 14a-9. 

Similarly, the supporting statement states that "our Trustees have little 

interest in the Fund's investment performance or our interests as shareholders" and 

alleges that Fund management "continues to subordinate shareholders' interests to its 

own personal interests." The Proponent's assertions effectively allege that the 

Trustees and management of the Fund have failed to discharge their fiduciary duties. 

The Proponent has no factual basis from which to discover or evaluate such an 

assertion. Such allegations of improper conduct are entirely conclusory, self-serving 

and are made without any factual support whatsoever. Such statements therefore are 

in direct violation ofNate (b) to Rule 14a-9. 

The supporting statement includes other statements that are materially 

false or misleading. For example, the statement that "each receives not less than 

$212,125 in annual compensation (except our two new Trustees whose compensation 

only reflects a partial year)" is misleading because a shareholder may conclude that 

the Trustees are paid such amounts by the Fund, when in fact such figure reflects the 

aggregate compensation to a Trustee paid by all funds in the Guggenheim Funds 

fund complex. The statement that "[Guggenheim Funds Investment Advisors, 

LLC], as the Fund's investment advisor, is responsible for the investment 

performance, per GGE's shareholder-approved investment advisory contract" is false 

and misleading because it suggests that Guggenheim Funds Investment Advisers, 

LLC is responsible for the management of the Fund's investment portfolio. As 

clearly disclosed in the Fund's initial offering documents and subsequent shareholder 

communications, the Fund utilizes an investment adviser and investment sub-adviser 

management structure. The Fund's investment sub-adviser is responsible for day-today management of the Fund's investments and is overseen by Guggenheim Funds 

Investment Advisors, LLC. 

For the reasons summarized above, the Fund has concluded that the 

Proposal is excludable under Rule 14a-8(i)(3), because it contains false and 

misleading statements in violation of Rule 14a-9, including statements that impugn 

the character, integrity and reputation of the Fund's Trustees and management and 
U.S. Securities and Exchange Commission 

Division of Investment Management 

December 14,2011 

Page 13 

allege improper conduct by the Fund's Trustees and management without factual 

foundation. 

IV. 	 Conclusion 

Based upon the foregoing analysis, we respectfully request that the 

Staff concur that it will take no action if the Fund excludes the Proposal from its 

Proxy Materials. Should the Staff disagree with the conclusions set forth in this 

letter, or should any additional information be desired in support of the Fund's 

position, we would appreciate the opportunity to confer with the Staff concerning 

these matters prior to the issuance of the Staff s response. Please do not hesitate to 

contact the undersigned at (212) 735-3406. 

Very truly yours, 

/~. - /_.-~ ///~ 

Michael K. Hoffman 

Skadden, Arps, Slate, Meagher & Flom LLP 

cc: 	 Kevin M. Robinson 

Chief Executive Officer and Chief Legal Officer 

Luke E. Sims 

79614S.06-Chicago Server lA· MSW 
Exhibit A 
Luke E. Sims 
 

3562 N. Lake Drive 
 

Shorewood, WI 53211 
 

October 19, 2011 

BY E-MAIL AND REGULAR FIRSTCLASSU. S. MAIL 

Mr. Kevin Robinson 

President and Chief Executive Officer 

Guggenheim Enhanced Equity Strategy Fund 

2455 Corporate West Drive 

Lisle, IL 60532 

Re : Guggenheim Enchanced Equity Strategy Fund ("GGE" or the "Fund") 

Dear Mr. Robinson: 

I intend to make the enclosed shareholder proposal ("Proposal") at the Fund's next annual 

meeting of shareholders currently planned for April 2012 ("2012 Annual Meeting"). This Proposal is 

being submitted pursuant to SEC Rule 14a-8. My statement in support of the Proposal is also included. 

Also enclosed is a certificate from Charles Schwab & Co., Inc. confirming that (i) I am the current 

beneficial owner of more than Two Thousand Dollars ($2,000) in market value of GGE shares and (ii) that 

I have continuously been the beneficial owner of such shares for more than one (1) year. I intend to 

maintain beneficial ownership of more than $2,000 in market value of GGE shares from today's date 

through the date of the 2012 Annual Meeting. The foregoing satisfies the ownership requirements of 

SEC Rule 14a-8. 

If you have any questions with respect to the foregoing, please let me know. 

Cc: Enc. 

David C. Sims 
PROPOSAL: 

RESOLVED, that the shareholders of Guggenheim Enhanced Equity Strategy Fund ("GGE" or "Trust") 

hereby request that the Board of Trustees amend the By-laws to add a new Section 2.5 reading as follows: 

"Section 2.5. Independence of Trustees. Disregarding any role as a Trustee of the Trust, each nominee 

for Trustee shall not be a trustee or director of more than two (2) other investment companies registered 

under the Investment Company Act of 1940, as amended." 

SUPPORTING STATEMENT: 

Fellow Shareholders: 

Fund performance has been dismal, cratering Fund net assets to less than $100 million from $1.0 

billion in 2008. Since its inception in 2004, the GGE share price (adjusted for its reverse stock split) has 

fallen approximately 85%. 

The current Trustees are responsible for this debacle; Guggenheim Funds Investment Advisors, 

LLC ("Guggenheim") led the Fund to the massive loss. The Trustees are responsible for overseeing the 

Fund. Guggenheim, as the Fund 's investment advisor, is responsible for the investment performance, per 

GGE' s shareholder-approved investment advisory contract. 

The Fund' s poor performance is due to mismanagement and inaction by our Trustees. Some 

facts to bear in mind: 

1. The Fund has a I-star rating from Morningstar, the lowest possible rating. This reflects 

the Fund' s abysmal investment performance. 

2. Fund shares trade at a significant discount from net asset value ("NA V"). Despite 

having authority to repurchase GGE shares at a significant discount from NA V (thus benefiting 

shareholders), our Trustees have never exercised this authority. Rather than directly reducing the 

discount by repurchasing shares at a discount to NAV, Trustees have implemented a higher distribution 

policy, hoping to reduce the discount indirectly (and, to date, unsuccessfully). 

3. Each of our Trustees is also a trustee or director of not less than 48 other Guggenheim 

funds, and each receives not less than $272,125 in annual compensation (except our two new Trustees 

whose compensation only reflects a partial year). Should it come as a surprise to you that our Trustees 

put Guggenheim's interests above ours? 

4. Fund Trustees have zero or minimal ownership in Fund shares. Per Securities and 

Exchange Commission filings, our Trustees own, in the aggregate, less than 1,000 Fund shares, with a 

market value of less than $15,000. Three (3) trustees own absolutely no shares. Without "skin in the 

game", it isn't surprising that our Trustees have little interest in the Fund's investment performance or our 

interests as shareholders. 

This proposal seeks to create truly independent Trustees. We deserve Trustees who put our 

interests as shareholders first and foremost. Unless we have Trustees who are looking out for 

shareholders, our Fund is likely to continue to suffer from poor investment performance and from 

management that continues to subordinate shareholders ' interests to its own personal interests. 
Luke E. Sims 

October 10, 2011 

##################### 
- --------------------------------

SCHWAB 
 

October 13, 2011 

Luke Sims 

c/o Sims Capita l Management Llc 

205-£ Wisconsin Ave Ste 120 

Milwaukee, WI 53202 

Account #: ****-*539 

Questions: (877)589-0790 ex 

48148 

Continuous Ownership 

Dear Luke Sims, 

Please accept this letter as verification of continuous ownership for the following securities: 

Claymore Div & Income, Cusip 18385Jl05 

02/ 16/ 10 Buy 1000.00shares $12,988.95 

03/ 30/ 10 Buy 1800.00shares $25,280.95 

04/ 09/ 10 Buy 2400.00shares $34,202.37 

04/ 09/ 10 Buy 2100.00shares $29,929.18 

12/ 16/ 10 Sell 1100.00shares $16,123.55 

12/ 16/ 10 Sell 200.00shares $ 2,931.35 

12/ 16/ 10 Sell 1700.00shares $24,899.51 

12/ 16/ 10 Sell 33.00shares $ 483.29 

12/ 16/ 10 Sell 1967.00shares $28,807.26 

03/ 07/ 11 Buy 300.00shares $ 4,727.39 

03/07/ 11 Buy 700.00shares $11,032.26 

03/ 07/ 11 Buy 1200.00shares $18,905.37 

03/ 07/ 11 Buy 800.00shares $12,602.78 

Name Change from Claymore Div & Income to Guggenheim Enhanced 

05/ 16/ 11 5300.00 shares 

(Continued on Next Page) 

©2011 Charles Schwab & Co .• Inc. All rights reserved. Member SIPC. CRS 00038 10/11 SGC31322-18 
The information contained herein is obtained from sources believed to be reliable, but its accuracy o(completeness is 

not guaranteed. This report is for informJOltional purposes only and is not an official record. All expressions of opinion 

directly or indirectly are subject to change Without notice. For tax purposes, please refer to your account statements 

and confirmations as this information is not intended to be a substitute for specific individualized tax, legal or investment 

planning advice. Where specific advice is necessary or appropriate, Schwab recommends consultation with 6 qualified 

tax advisor, CPA, Financial Planner or Investment Manager. 

Thank you for investIng with Schwab. We appreciate your business and look forward to serving you in the future. If 

you have any questions, please call me or any Client Service Specialist at (877)589-0790 ex 48148. 

Sincerely, 

Brendan Mcvoy 

SOS Den Team B 

9401 E. Panorama eir 

Englewood, CO 80112 

~201l Chnrl8£ Schwsb & Do.. Inc. All rights reS8~. Member SIPc:. CRS 00038 10/ti SGC31322-1B 
Exhibit B 
Guggenheim Enhanced Equity Strategy Fund 
 

2455 Corporate West Drive 
 

Lisle, lllinois 60532 
 

November 1, 2011 

BY FEDERAL EXPRESS 

Mr. Luke E. Sims 

3562 N. Lake Drive 

Shorewood, Wisconsin 53211 

RE: Notice of Deficiency 

Dear Mr. Sims: 

I am writing to acknowledge receipt on October 20, 2011 of your 

shareholder proposal (the "Proposal") submitted to Guggenheim Enhanced Equity 

Strategy Fund (the "Fund") pursuant to Rule 14a-8 under the Securities Exchange 

Act of 1934, as amended, for inclusion in the Fund's proxy materials for the 2012 

Annual Meeting of Shareholders (the "Annual Meeting"). Under the proxy rules of 

the Securities and Exchange Commission (the "SEC"), in order to be eligible to 

submit a proposal for the Annual Meeting, a proponent must have continuously held 

at least $2,000 in market value of the Fund's common shares for at least one year 

prior to the date that the proposal is submitted. In addition, the proponent must 

continue to hold at least this amount of cornmon shares through the date of the 

Annual Meeting. For your reference, a copy of Rule 14a-8 is attached to this letter 

as Exhibit A. 

Our records indicate that you are not a registered holder of the Fund's 

common shares. Please provide a written statement from the record holder of your 

cornmon shares verifying that, on the date you submitted the Proposal, you had 

beneficially held the requisite number of the Fund's cornmon shares continuously for 

at least one year. For additional information regarding the acceptable methods of 

proving your ownership of the minimum number of the Fund's cornmon shares, 

please see Rule 14a-8(b )(2) in Exhibit A. The SEC rules require that the 

documentation be postmarked or transmitted electronically to us no later than 14 

calendar days from the date you receive this letter. 
LukeE. Sims 

November 1, 2011 

Page 2 

Once we receive this documentation, we will be in a position to 

determine whether the Proposal is eligible for inclusion in the proxy materials for the 

Annual Meeting. The Fund reserves the right to seek relief from the SEC as 

appropriate. 

Very truly your 

Kev n M. Robinson 

C ef Executive Officer and 

Chief Legal Officer 

cc: 	 Michael K. Hoffman 

Skadden, Arps, Slate, Meagher & Flom LLP 

Enclo w-e 
EXHffiITA 

Rule 14a-8 

This section addresses when a company must include a shareholder's proposal in its proxy statement and 

identify the proposal in its form of proxy when the company holds an annual or special meeting of 

shareholders. In summary, in order to have your shareholder proposal included on a company's proxy 

card, and included along with any supporting statement in its proxy statement, you must be eligible and 

follow certain procedures. Under a few specific circumstances, the company is permitted to exclude your 

proposal, but only after submitting its reasons to the Commission. We structured this section in a 

question-and- answer format so that it is easier to understand. The references to "you" are to a shareholder 

seeking to submit the proposal. 

a. 	 Question 1: What is a proposal? A shareholder proposal is your recommendation or requirement 

that the company and/or its board of directors take action, which you intend to present at a 

meeting of the company's shareholders. Your proposal should state as clearly as possible the 

course of action that you believe the company should follow. If your proposal is placed on the 

company's proxy card, the company must also provide in the form of proxy means for 

shareholders to specify by boxes a choice between approval or disapproval, or abstention. Unless 

otherwise indicated, the word "proposal" as used in this section refers both to your proposal, and 

to your corresponding statement in support of your proposal (if any). 

b. 	 Question 2: Who is eligible to submit a proposal, and how do I demonstrate to the company that I 

am eligible? 

1. 	 In order to be eligible to submit a proposal, you must have continuously held at least 

$2,000 in market value, or 1 %, of the company's securities entitled to be voted on the 

proposal at the meeting for at least one year by the date you submit the proposal. You 

must continue to hold those securities through the date of the meeting. 

2. 	 If you are the registered holder of your securities, which means that your name appears in 

the company's records as a shareholder, the company can verify your eligibility on its 

own, although you will still have to provide the company with a written statement that 

you intend to continue to hold the securities through the date of the meeting of 

shareholders. However, if like many shareholders you are not a registered holder, the 

company likely does not know that you are a shareholder, or how many shares you own. 

In this case, at the time you submit your proposal, you must prove your eligibility to the 

company in one of two ways: 

i. 	 The first way is to submit to the company a written statement from the "record" 

holder of your securities (usually a broker or bank) verifying that, at the time you 

submitted your proposal, you continuously held the securities for at least one 

year. You must also include your own written statement that you intend to 

continue to hold the securities through the date of the meeting of shareholders; or 

ii. 	 The second way to prove ownership applies only if you have filed a Schedule 

13D, Schedule 13G, Form 3, Form 4 and/or Form 5, or amendments to those 

documents or updated forms, reflecting your ownership of the shares as of or 
before the date on which the one-year eligibility period begins. If you have filed 

one of these documents with the SEC, you may demonstrate your eligibility by 

submitting to the company: 

A. 	 A copy of the schedule and/or form, and any subsequent amendments 

reporting a change in your ownership level; 

B. 	 Your written statement that you continuously held the required number 

of shares for the one-year period as of the date of the statement; and 

c. 	 Your written statement that you intend to continue ownership of the 

shares through the date of the company's annual or special meeting. 

c. 	 Question 3: How many proposals may I submit: Each shareholder may submit no more than one 

proposal to a company for a particular shareholders' meeting. 

d. 	 Question 4: How long can my proposal be? The proposal, including any accompanymg 

supporting statement, may not exceed 500 words. 

e. 	 Question 5: What is the deadline for submitting a proposal? 

1. 	 If you are submitting your proposal for the company's annual meeting, you can in most 

cases find the deadline in last year's proxy statement. However, if the company did not 

hold an annual meeting last year, or has changed the date of its meeting for this year more 

than 30 days from last year's meeting, you can usually find the deadline in one of the 

company's quarterly reports on Form 10-Q, or in shareholder reports of investment 

companies under Rule 270.30d-l of this chapter of the Investment Company Act of 1940. 

In order to avoid controversy, shareholders should submit their proposals by means, 

including electronic means, that permit them to prove the date of delivery. 

2. 	 The deadline is calculated in the following manner if the proposal is submitted for a 

regularly scheduled annual meeting. The proposal must be received at the company's 

principal executive offices not less than 120 calendar days before the date of the 

company's proxy statement released to shareholders in connection with the previous 

year's annual meeting. However, if the company did not hold an annual meeting the 

previous year, or if the date of this year's annual meeting has been changed by more than 

30 days from the date of the previous year's meeting, then the deadline is a reasonable 

time before the company begins to print and send its proxy materials. 

3. 	 If you are submitting your proposal for a meeting of shareholders other than a regularly 

scheduled annual meeting, the deadline is a reasonable time before the company begins to 

print and send its proxy materials. 

f. 	 Question 6: What if I fail to follow one of the eligibility or procedural requirements explained in 

answers to Questions 1 through 4 of this section? 

1. 	 The company may exclude your proposal, but only after it has notified you of the 

problem, and you have failed adequately to correct it. Within 14 calendar days of 

receiving your proposal, the company must notify you in writing of any procedural or 
eligibility deficiencies, as well as of the time frame for your response. Your response 

must be postmarked, or transmitted electronically, no later than 14 days from the date you 

received the company's notification. A company need not provide you such notice of a 

deficiency if the deficiency cannot be remedied, such as if you fail to submit a proposal 

by the company's properly determined deadline. If the company intends to exclude the 

proposal, it will later have to make a submission under Rule 14a-8 and provide you with 

a copy under Question 10 below, Rule 14a-8(j). 

2. 	 If you fail in your promise to hold the required number of securities through the date of 

the meeting of shareholders, then the company will be permitted to exclude all of your 

proposals from its proxy materials for any meeting held in the following two calendar 

years. 

g. 	 Question 7: Who has the burden of persuading the Commission or its staff that my proposal can 

be excluded? Except as otherwise noted, the burden is on the company to demonstrate that it is 

entitled to exclude a proposal. 

h. 	 Question 8: Must I appear personally at the shareholders' meeting to present the proposal? 

1. 	 Either you, or your representative who is qualified under state law to present the proposal 

on your behalf, must attend the meeting to present the proposal. Whether you attend the 

meeting yourself or send a qualified representative to the meeting in your place, you 

should make sure that you, or your representative, follow the proper state law procedures 

for attending the meeting and/or presenting your proposal. 

2. 	 If the company holds it shareholder meeting in whole or in part via electronic media, and 

the company permits you or your representative to present your proposal via such media, 

then you may appear through electronic media rather than traveling to the meeting to 

appear 10 person. 

3. 	 If you or your qualified representative fail to appear and present the proposal, without 

good cause, the company will be permitted to exclude all of your proposals from its 

proxy materials for any meetings held in the following two calendar years. 

I. 	 Question 9: If I have complied with the procedural requirements, on what other bases may a 

company rely to exclude my proposal? 

1. 	 Improper under state law: If the proposal is not a proper subject for action by 

shareholders under the laws of the jurisdiction of the company's organization; 

Not to paragraph (i)(l) 

Depending on the subject matter, some proposals are not considered proper under state 

law if they would be binding on the company if approved by shareholders. In our 

experience, most proposals that are cast as recommendations or requests that the board of 

directors take specified action are proper under state law. Accordingly, we will assume 
that a proposal drafted as a recommendation or suggestion is proper unless the company 

demonstrates otherwise. 

2. Violation of law: If the proposal would, if implemented, cause the company to violate 

any state, federal, or foreign law to which it is subject; 

Not to paragraph (i)(2) 

Note to paragraph (i)(2): We will not apply this basis for exclusion to permit exclusion of 

a proposal on grounds that it would violate foreign law if compliance with the foreign 

law could result in a violation of any state or federal law. 

3. 	 Violation of proxy rules: If the proposal or supporting statement is contrary to any of the 

Commission's proxy rules, including Rule 14a-9, which prohibits materially false or 

misleading statements in proxy soliciting materials; 

4. 	 Personal grievance; special interest: If the proposal relates to the redress of a personal 

claim or grievance against the company or any other person, or if it is designed to result 

in a benefit to you, or to further a personal interest, which is not shared by the other 

shareholders at large; 

5. 	 Relevance: If the proposal relates to operations which account for less than 5 percent of 

the company's total assets at the end of its most recent fiscal year, and for less than 5 

percent of its net earning sand gross sales for its most recent fiscal year, and is not 

otherwise significantly related to the company's business; 

6. 	 Absence of power/authority: If the company would lack the power or authority to 

implement the proposal; 

7. 	 Management functions: If the proposal deals with a matter relating to the company's 

ordinary business operations; 

8. 	 Relates to election: If the proposal relates to a nomination or an election for membership 

on the company's board of directors or analogous governing body or a procedure for such 

nomination or election; 

9. 	 Conflicts with company's proposal: If the proposal directly conflicts with one of the 

company's own proposals to be submitted to shareholders at the same meeting. 
Note to paragraph (i)(9) 

Note to paragraph (i)(9): A company's submission to the Commission under this section 

should specify the points of conflict with the company's proposal. 

10. 	 Substantially implemented: If the company has already substantially implemented the 

proposal; 

11. 	 Duplication: If the proposal substantially duplicates another proposal previously 

submitted to the company by another proponent that will be included in the company's 

proxy materials for the same meeting; 

12. 	 Resubmissions: If the proposal deals with substantially the same subject matter as another 

proposal or proposals that has or have been previously included in the company's proxy 

materials within the preceding 5 calendar years, a company may exclude it from its proxy 

materials for any meeting held within 3 calendar years of the last time it was included if 

the proposal received: 

1. Less than 3% of the vote if proposed once within the preceding 5 calendar years; 

11 . Less than 6% of the vote on its last submission to shareholders if proposed twice 

previously within the preceding 5 calendar years; or 

111. 	 Less than 10% of the vote on its last submission to shareholders if proposed three 

times or more previously within the preceding 5 calendar years; and 

13. 	 Specific amount of dividends: If the proposal relates to specific amounts of cash or stock 

dividends. 

J. 	 Question 10: What procedures must the company follow if it intends to exclude my proposal? 

1. 	 If the company intends to exclude a proposal from its proxy materials, it must file its 

reasons with the Commission no later than 80 calendar days before it files its definitive 

proxy statement and form of proxy with the Commission. The company must 

simultaneously provide you with a copy of its submission. The Commission staff may 

permit the company to make its submission later than 80 days before the company files 

its definitive proxy statement and form of proxy, if the company demonstrates good cause 

for missing the deadline. 

2. 	 The company must file six paper copies of the following: 

1. The proposal; 
11. 	 An explanation of why the company believes that it may exclude the proposal, 

which should, if possible, refer to the most recent applicable authority, such as 

prior Division letters issued under the rule; and 

1lI. 	 A supporting opinion of counsel when such reasons are based on matters of state 

or foreign law. 

k. 	 Question 11: May I submit my own statement to the Commission responding to the company's 

arguments? 

Yes, you may submit a response, but it is not required. You should try to submit any response to 

us, with a copy to the company, as soon as possible after the company makes its submission. This 

way, the Commission staff will have time to consider fully your submission before it issues its 

response. You should submit six paper copies of your response. 

1. 	 Question 12: If the company includes my shareholder proposal in its proxy materials, what 

information about me must it include along with the proposal itself? 

1. 	 The company's proxy statement must include your name and address, as well as the 

number of the company's voting securities that you hold. However, instead of providing 

that information, the company may instead include a statement that it will provide the 

information to shareholders promptly upon receiving an oral or written request. 

2. 	 The company is not responsible for the contents of your proposal or supporting statement. 

m. 	 Question 13: What can I do if the company includes in its proxy statement reasons why it 

believes shareholders should not vote in favor of my proposal, and I disagree with some of its 

statements? 

1. 	 The company may elect to include in its proxy statement reasons why it believes 

shareholders should vote against your proposal. The company is allowed to make 

arguments reflecting its own point of view, just as you may express your own point of 

view in your proposal's supporting statement. 

2. 	 However, if you believe that the company's opposition to your proposal contains 

materially false or misleading statements that may violate our anti- fraud rule, Rule 14a9, you should promptly send to the Commission staff and the company a letter explaining 

the reasons for your view, along with a copy of the company's statements opposing your 

proposal. To the extent possible, your letter should include specific factual information 

demonstrating the inaccuracy of the company's claims. Time permitting, you may wish to 

try to work out your differences with the company by yourself before contacting the 

Commission staff. 

3. 	 We require the company to send you a copy of its statements opposing your proposal 

before it sends its proxy materials, so that you may bring to our attention any materially 

false or misleading statements, under the following timeframes: 
1. 	 If our no-action response requires that you make revisions to your proposal or 

suppolting statement as a condition to requiring the company to include it in its 

proxy materials, then the company must provide you with a copy of its 

opposition statements no later than 5 calendar days after the company receives a 

copy of your revised proposal; or 

II. 	 [n all other cases, the company must provide you with n copy of its opposition 

statements no later than 30 calendar dtlys before its files definitive copies of its 

proxy statement and form of proxy under Rule 14a-6. 
Exhibit C 
Luke Sims 

From: Luke Sims 

Sent: Monday, November14,201111:10AM 

To:. 'Kevin.Robinson@guggenheimfunds.com' 

Cc: David Sims 

Subject: Schwab confirmation re: Luke E. Sims beneficial ownership of GGE shares 

Attachments: IMG.pdf 

Mr. Robinson: Attached is the confirmation from Chas. Schwab reo my beneficial ownership of GGE shares. As of 

October 19, 20111 beneficially owned 5,300 shares, and have held the requisite dollar value of GGE shares for more 

than the required time period. 

If you have any further questions/comments, please advise. 

Luke E. Sims 

3562 N. Lake Drive 

Shorewood, WI 53211 

(C): 414/530-5680 

1 
SCHWAB 

November 4, 2011 	 Account #: ****-*539 

Questions: (877)589-0790 ex 

48148 

Luke Sims 

c/o Sims Capital Management L1c 

205 E Wisconsin Ave 5te 120 

Milwaukee, WI 53202 

------------------------------;"',""

Verification • of Ownership of Guggenheim Enha:1ced {GGE} 

Dear Luke Sims, 

Please accept this letter as verification of continuous ownership for the fOllowing securities: 

Claymore Div & Income, Cusip 18385Jl05 

02/16/10 Buy 1000.00shares $12,988.95 

03/30/10 Buy 1800.00shares $25,280.95 

04/09/10 Buy 2400.00shares $34,202.37 

04/09/10 Buy 2100.00shares $29,929.18 

12/16/10 Sell 1100.00shares $16,123.55 

12/16/10 Sell 200.00shares $ 2,931.35 

12/16/10 Sell 1700.00shares $24,899.51 

12/16/10 Sell 33.00shares $ 483.29 

12/16/10 Sell 1967.00shares $28,807.26 

03/07/11 Buy 300.00shares $ 4,727.39 

03/07/11 Buy 700.00shares $11,032.26 

03/07/11 Buy 1200.00shares $18.905.37 

03/07/11 Buy SOO.OOshares .12.602.78 

Name Change from Claymore Div & Income to Guggenheim Enhanced 

05/16/115300.00 shares 

As of close of business on 10/19/2011: 5,300.00 shares $79,606.00 

As of close of business on 11/03/2011: 5,300.00 shares $82,892.00 

The information contained herein is obtained from sources believed to be reliable. but its accuracy or completeness is 

not guaranteed. This report is for informational purposes only and is not an official record. All expressions of opinion 

directly or indirectly are subject to change without notice. For tax purposes. please refer to your account statements and 

confirmations as this information is not intended to be a substitute for specific individualized tax, legal or investment 

planning advice. Where specific advice is necessary or appropriate, Schwab recommends consultation with a qualified 

tax advisor, CPA, Financial Planner or Investment Manager. 

(Continued on Next Page) 

©2011 Charles Schwab & Co., Inc. All rights reserved. Member $!PC. CRS 00038 11/11 SGC31322~18 
Thank you for Investing with Schwab. We appreciate your business and look forward to serving yo~ in the future. If you 

have any questions, please call me or any Client Service Specialist at (877)589-0790 ex 48148. 

Sincerely, 

13v~ }vfCVoy 

Brendan Mcvoy 

50S Den Team B 

9401 E. Panorama Cir 

Englewood, CO 80112 

©2011 Charles Schwab & Co., Inc. All rights reserJed. Member slPe CRS 0003811/11 SGC31322·18 
ATTORNEYS AT LAW FOLEY 777 EAST WISCONSIN AVENUE

MILWAUK~E, Wi 53202·5306 

414.271.2400 TEL 

FOLEY & LARDNER LLP 414.297.4900 FAX 

foley.com December 20, 2011 

Isims@foley.com EMAIL 

CLIENT/MAnER NUMBER 

035479·0101 

By E-mail: IMshareho lderproposals@sec.gov 

U. S. Securities and Exchange Commission 

Division ofInvestment Management 

Office ofDisclosure and Review 

100 F Street N.E. 

Washington, D.C. 20549 

Re: Guggenheim Enhanced, Equity Strategy Fund ("Fund" or "GGE") 

2012 Annual Meeting ofShareholders 

Proposal ofLuke E. Sims 

Ladies and Gentlemen: 

I am the proponent of the subject shareholder proposal ("Shareholder Proposal"). 

For the reasons identified in this letter, I disagree with the analysis and conclusions of the 

Fund and its legal counsel in seeking to exclude the Proposal from the Fund's Proxy Statement for 

its 2012 annual meeting of shareholders (the "2012 Meeting"). 

The Fund asserts four (4) separate rationales (as identified on Page 3 of the Fund's no-action 

letter request, dated December 14, 2011) for seeking to exclude the Proposal. I have included as 

Exhibit 1 a copy of such Page 3, and have identified each of the Fund's separate rationales by 

alphabetical letters from A to D for ease of identification and discussion. This letter responds to 

each asserted rationale separately below. 

A. The Fund asserts that I haven't complied with the Rule 14a-8 requirement with respect to 

beneficial ownership of Fund shares of common stock. 

Attached as Exhibit 2 is the 11104/11 letter from Charles Schwab & Co., Inc. ("Schwab") 

which has been marked to show my cumulative continuous ownership of Fund shares. 

The Schwab 11104/11 letter of continuous ownership reflects all purchases andlor sales of 

Fund shares in the subject account from my first purchase on February 16, 2010 (02/16/10) through 

to October 19, 2011 (10/19/11) and November 3,2011 (11103/11), respectively. (The May 16, 2011 

(05116/11) date is shown as a separate entry to reflect GGE's corporate name change). Implicit in 

this 11104/11 Schwab letter is that there were no other transactions. 

During the period from 02/16/10 through 11104111 (which is more than the I-year period 

through October 19,2011, contemplated by Rule 14a-8), my beneficial ownership ofFund shares 

was never less than 2,300 shares. Yahoo Finance reports that during the I-year period ending 

BOSTON JACKSONVILLE MILWAUKEE SAN DIEGO SILICON VALLEY 

BRUSSELS LOS ANGELES NEW YORK SAN DIEGO/DEL MAR TALLAHASSEE 

CHICAGO MADISON ORLANDO SAN FRANCISCO TAMPA 

DETROIT MIAMI SACRAMENTO SHANGHAI TOKYO 

WASHINGTON, D.C. 

4847-1765-6078.2 
:FOLEY 
 

FOLEY & LARDNER LLP 

U.S.Securities and Exchange Commission 

December 20, 2011 

Page 2 

10/19/11, Fund shares never closed below $13; therefore, it should be obvious that I satisfy the 

beneficial ownership requirement ofRule 14a-8. (Note that even the 11104/111etter from Schwab 

indicates that it is confirming "continuous" ownership ofFund shares during the referenced time 

period.) , 

B. The Fund asserts that the Proposal "would disqualify Trustees who have been nominated by 

the Board ofTrustees to stand for reelectionh at the 2012 Annual Meeting. This assertion is 

contrary to fact and to law. 

The Fund's no-action letter request properly cites the SEC's Exchange Act Release 34-62764 

(August 25, 2010, but effective September 20,2011) (the "2010 Release") as the controlling 

authority for the interpretation of certain aspects of Rule 14a-8. As the 2010 Release notes, a 

company is permitted to exclude a shareholder proposal if it has one of the following effects: 

would disqualify a nominee who is standing for election; 
 

would remove a director from office before his or her term expired; 
 

questions the competence, business judgment, or character of one or more nominees 
 

or directors; 
 

• 	 nominates a specific individual for election to the board of directors, other than 

pursuant to Rule 14a-ll, an applicable state law provision, or a company's 

governing documents; or 

otherwise could affect the outcome of the upcoming election of directors. 

The 2010 Release clarified the applicable rules with respect to when a shareholder proposal in this 

area could be excluded; therefore, any earlier SEC no-action letter advice has to be considered 

against that framework. 

It should be obvious that the Proposal does not: 

(i) 	 disqualify a nominee standing for election (since the Proposal by its terms only 

relates to future nominees nominated after the Board adopts the proposed By-law 

amendment); 

(ii) 	 remove a director from office before his or her term expired (since the Proposal only 

affects future nominations for Trustee after the Board adopts the proposed By-law 

amendment); 

(iii) 	 question the competence, business judgment, or character of one or more nominees or 

directors (since the Proposal doesn't discuss any of these issues); 

(iv) 	 nominate a specific individual for election to the Board (since the Proposal doesn't 

identify any specific individual); 

4847-1765-6078.2 
:FOLEY 
 

FOLEY & LARDNER LLP 

U.S.securities and Exchange Commission 

December 20,2011 

Page 3 

(v) 	 otherwise affect the outcome ofthe upcoming election ofTrustees at the 2012 Annual 

Meeting (because the Proposal only affects future nominees nominated after the 

Board adopts the proposed By-law amendment). 

1. The Proposal is precatory in nature; it doesn't require the Fund's Board ofTrustees 

("Board") to do anything. 

2. The Proposal doesn't have any time deadline or requirement under which the Board is 

being asked to take action. Therefore, nothing included in the Proposal has any impact on any 

nominee for election at the upcoming 2012 Meeting. 

3. The Proposal is directed at nominees for election as Trustee after the By-laws are 

amended. It does not impact any then serving validly-elected Trustee. 

4. Even if the By-law change contemplated by the Proposal were adopted by the Board, 

there would be no absolute bar to any existing Trustee being renominated and/or reelected. It 

might require a nominee for Trustee to resign from other Guggenheim registered investment 

companies (in order to satisfy the limit on allowable trusteeships and/or directorships), but it 

wouldn't have any impact on such individuals' role or prospective role with the Fund. 

C. As its third rationale for excluding the Proposal, the Fund asserts that the Proposal questions 

the business judgment of the Trustees. 

The Proposal seeks to have the Board adopt an additional standard for determining Trustee 

independence. Everyone presumably agrees that "independent" Trustees are a worthwhile goal 

(note the SEC requirements, as well as the New York Stock Exchange standards). The Proposal 

merely requests that the Fund's Board adopt an additional standard. 

To the extent that the Fund has asserted that I may stand for election as a nominee for Trustee 

at the 2012 Meeting, I can put that assertion to rest. I have no present intention of being a nominee 

for election as Trustee at the Fund's 2012 Annual Meeting. 

The Fund's no-action letter request glosses over the distinction between the Proposal (which 

is neutral on its face) and the related supporting statement ("Supporting Statement"). The Fund 

objects to some of the language in the Supporting Statement. 

The Staff seeks to have the proponent omit objectionable (or arguably objectionable) 

language under a seven (7) calendar day time requirement. See, e.g., H+Q Life Sciences Investors 

(February 4,2011) and The Adams Express Company (January 26,2011). Rather than prolong this 

disagreement, I am amenable to revising the Proposal consistent with the enclosed Exhibit 3. 

4847-1765-6078.2 
:FOLEY 
 

FOLEY & LARDNER LLP 

U.S.Securities and Exchange Commission 

December 20, 2011 

Page 4 

D. 	 The Fund's final attack on the Proposal is that it is materially false and misleading. 

The Fund fails to identify any statetjlent in the Proposal that is "false" or "misleading". To 

the extent that the Fund believes that a shareholder might be confused with respect to how much a 

Trustee is paid by the Fund (as opposed to the Guggenheim family ofmutual funds), then the Fund 

can clarify this point in its Proxy Statement. 

The Fund's assertion that Guggenheim Fund's Investment Advisors, LLC ("Guggenheim 

Advisors") is not responsible for the Fund's investment performance because it has retained a 

subadvisor is contrary to law and the Fund's shareholder-approved investment advisory agreement 

("Advisory Agreement") attached to the Fund's 2009 proxy statement. Guggenheim Advisors 

cannot disclaim ultimate responsibility for investment performance. Item 2 ofthe Advisory 

Agreement expressly provides that Guggenheim Advisors is responsible, notwithstanding the use of 

a sub advisor. 

A fair reading ofthe Proposal will fail to find any "false" or "misleading" statements. 

Moreover, my proposed changes (see C. above) should help to alleviate the Fund's concerns. 

If you have any questions or would like to discuss any ofthese issues, please call me at (414) 

530-5680. 

Enclosures: Exhibits 1-3 

cc: 	 Michael K. Hoffman (Skadden, Arps) (w/enc.)[Email: michae1.hoffman@skadden.com] 

Mark E. Mathiasen (w/enc) [Email: MarkMathiasen@guggenheimfunds.com] 

4847-1765-6078.2 
• Rule 14a-8(i)(8)(iii) 

• Rille 14a-8(i)(3) 

8 

U.S. Securities and Exchange Commission 
 

Division of Investment Management 
 

December 14,2011 
 

Page 3 
 

This proposal seeks to create truly independent Trustees. We deserve 

Trustees who put our interests as shareholders first and foremost. Unless we 

have Trustees who are looking out for shareholders, our Fund is likely to 

continue to sllffer from poor investment performance and from management 

that continues to subordinate shareholders' interests to its own personal 

interests. 

n. Summary 

We hereby respectfully request that the Staff concur in the Fund's 

view that it may exclude the Proposal from the Proxy Materials pursuant to: 

• 	 Rule 14a-8(b)(1) and Rule 14a-8(f)(1) because the Proponent has failed to 

provide proof of the requisite stock o\vnership after receiving notice of 

such deficiency; 

• 	 Rule 14a-8(i)(8)(i) because the Proposal would disqualify Trustees who 

have been nominated by the Board of Trustees to stand for reelection at 

the Annual Meeting; 

because the Proposal questions the business 

judgment of Trustees who have been nominated by the Board of Trustees 

to stand for reelection at the Annual Meeting; and 

because the Proposal contains materially false or 

misleading statements and is therefore contrary to Rule 14a-9. 

A. 	 The Fund May Exclude the Proposal Pursuant to Rule 14a-8(f)(1) 

Because the Proponent Failed to Supply Documentary Support 

Evidencing Satisfaction of the Continuous Ownership 

Requirements of Rule 14a-8(b)(1). 

Rule 14a-8(b)(l) provides that, in order to be eligible to submit a 

proposal, a shareholder must have continuously held at least $2,000 in market value, 

or 1 %, of the company's securities entitled to be voted on the proposal for at least 

one year by the date the proposal is submitted and must continue to hold those 

securities through the date of the meeting. If the proponent is not a registered holder, 

he or she must provide proof of beneficial O\vnership of the securities. Under Rule 

14a-8(f)(l), a company may exclude a shareholder proposal if the proponent fails to 

provide evidence that it meets the eligibility requirements of Rule 14a-8(b), provided 

that the company timely notifies the proponent of the deficiency and the proponent 

fails to correct the deficiency within the required time. 
SCHWAB 
 

November 4, 2011 Account It: ****-*539 

Questions: (877)589-0790 ex 

48148 

Luke Sims 

c/o Sims Capital Management L1c 

205 EWisconsin Ave Ste 120 

Milwaukee, WI 53202 

.' 

··i.1\'· Verification of Ownership of Guggenheim Enhanced (GGE) 

------..-~.---.-.---------

Dear Luke Sims. 

Please accept this letter as verification of ontinuous wnership for the following securities: 

Claymore Div & Income, Cusip 18385Jl05 CVMVLA-,IVF02/16/10 Buy 1000.00shares $12,988.95 1 (JOD 

03/30/10 Buy 1800.00shares $25,280.95 :).' goo 

04/09/10 Buy 2400.00shares S34,202.37 ?-J.OO 

04/09/10 Buy 2100.00shares $29,929.18 7-) '3 DO 

12/16/10 Sell 1100.00shares $16.123.55 ~J 'J.,PD 

12/16/10 Sell 200.00shares $ 2,931.35 (/ 'ODD 

12/16/10 Sel11700.00shares $24,899.51 A,I :3 00 

12/16/10 Sell 33.00shares $ 483.29 lit "1­

12/16/:1.0 Sell 1967.00shares $28,807.26 f.l-& 

:2. ' .3 t'~ 6 03/07/11 Buy 300.00shares S 4,727.39 I /.00

03/07/11 Buy 700.00shares 511.032.26 ~ tv 

03/07/11 Buy 1200.00shares $18.905.37 3: 3 

03/07/11 Belf 800.00shaies S12.602. 78 4'• J'O U 

Name Change from Claymore Div & Income to Guggenheim Enhanced.5 3 00 

05/16/115300.00 shares I 

As of close of business on 10/19/2011: 5,300.00 shares $79,606.00 

As of close of business on 11/03/2011: 5,300.00 shares $82,892.00 

The information contained herein is obtained from sources believed to be reliable. but its accuracy or completeness is 

not gU8mr:teed. This report is for informational purposes only and is not an official record. All expressions of opinion 

directly or indirectly are subject to change without notice. For tax purposes. please refer to your account statements and 

confirmations as this information is not intended to be a substitute for specific individualized tax. legal or investment 

plannir.g advice. Where specific advice is necessary or appropriate. Schwab recornrnends consultation with a qualified 

tax advisor, CPA. Financial PI8nner or Investment Manager. 

(Continued on Next Page) 

:;)201':' C~ar;es Scn\'.'1:Ib & C~L 1:1c. All :isms reserveG'. Member S!?C CH5 00038 11/.l13GC3,1322-18 
Thank you for Investing wIth Schwab. We appreciate your busmess and look forward to serving Y0!l in the future. If you 

have any questIons, please cal! me or any Cilent Service Specialist at (877)589·0790 ex 48148. 

Sincerely, 

Brendan Mcvoy 

SOS Den learn B 

9401 E.PanOrami!! err 

cnglewQod,C080112 

'02;)11 COillles Scrwab & Co .. Inc. All rie/1ts resc'''"o. Member SII'C. CHS 00038 11/11 SGC31322·18 
PROPOSAL: 

RESOLVED, that the shareholders of Guggenheim Enhanced Equity Strategy Fund ("GGE" or 

"Trust") here request that the Board of Trustees amend the By-laws to add a new Section 2.5 

reading as follows: "Section 2.5. Independence of Trustees. Disregarding any role as a 

Trustee of the Trust, each nominee for Trustee shall not be a trustee or director ofmore than two 

(2) other investment companies registered under the Investment Company Act of 1940, as 

amended." 

SUPPORTING STATEMENT: 

Fellow Shareholders: 

Fund performance has been dismal, cratering Fund net assets to less than $100 million from $1.0 

billion in 2008. Since its inception in 2004, the GGE share price (adjusted for its reverse stock 

split) has fallen approximately 85%. 

The current Trustees are responsible for this debacle; Guggenheim Funds Investment Advisors, 

LLC ("Guggenheim") led the Fund to the massive loss. The Trustees are responsible for 

overseeing the Fund. Guggenheim, as the Fund's investment advisor, is responsible for the 

investment performance, per GGE's shareholder-approved investment advisory contract. 

facts to bear in mind: 

1. The Fund has a I-star rating from Morningstar, the lowest possible rating. This reflects 

the Fund's abysmal investment performance. 

2. Fund shares trade at a significant discount from net asset value ("NAV"). Despite having 

authority to repurchase GGE shares at a significant discount from NAV (thus benefiting 

shareholders),our Trustees have never exercised this authority. Rather than directly reducing the 

discount by repurchasing shares at a discount to NAV, Trustees have implemented a higher 

distribution policy, hoping to reduce the discount indirectly (and, to date, unsuccessfully). 

3. Each of our Trustees is also a trustee or director of not less than 48 other Guggenheim 

funds, and each receives not less than $212,125 in annual compensation (except our two new 

Trustees whose compensation only reflects a partial year). 

4. Fund Trustees have zero or minimal ownership in Fund shares. Per Securities and 

Exchange Commission filings, our Trustees own, in the aggregate, less than 1,000 Fund shares, 

with a market value ofless than $15,0000. Three (3) Trustees own absolutely no shares. 

This proposal seeks to create truly independent Trustees. We deserve Trustees who put our 

interests as shareholders first and foremost. Unless we have Trustees who are looking out for 

shareholders, our Fund is likely to continue to suffer from poor investment performance-aH:€l 

4824-71ou....~,.,.....L~.L 
2 4824-7180~~ 
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 

FOUR TIMES SQUARE' rlf'tM/AF'F"lL1ATE OF"F"ICES 

NEW YORK 10036-6522 BOSTON 

CHICAGO 

HOUSTON TEL: (212) 735-3000 LOS ANGELES 

FAX: (212) 735-2000 PALO ALTO 

SAN FRANCISCO www.skadden.com WASHINGTON. D,C 

WILMINGTON 

BEIJING 
 

BRUSSELS 
 

FRANKFURT
 December 29,2011 HONG KONG 
 

LONCON 
 

MOSCOW 
 

MUNICH 
 

PARIS 
 

SAO PAULO 
 

SHANGHAI 
 

BY EMAIL SINGAPORE
 (lMshareholderproposals@sec.gov) SYDNEY 
 

TOKYO 
 

TORONTO 
 

VIENNA
 U.S. Securities and Exchange Commission 

Division of Investment Management 

100 F Street NE 

Washington, D.C. 20549 

RE: Response of Guggenheim Enhanced Equity Strategy Fund 

to Letter from Luke E. Sims 

Ladies and Gentlemen: 

We are writing on behalf of our client, Guggenheim Enhanced Equity 

Strategy Fund (the "Fund"), in response to the letter submitted by Luke E. Sims (the 

"Proponent"), dated December 20, 2011 (the "December 20 Sims Letter"), relating to 

the shareholder proposal and supporting statement (the "Proposal") submitted by the 

Proponent for inclusion in the proxy materials (the "Proxy Materials") to be distributed 

by the Fund in connection with its 2012 annual meeting of shareholders (the "Annual 

Meeting"). 

As further discussed in our letter dated December 14, 2011 (the "NoAction Request Letter"), the Staff (the "Staff') of the Securities and Exchange 

Commission (the "Commission") has consistently concluded that the burden of 

establishing proof of beneficial stock ownership is on the proponent, and if a proponent 

does not provide documentary support evidencing that it has satisfied the continuous 

ownership requirement for the one-year period specified by Rule 14a-8(b), the proposal 

may be excluded under Rule 14a-8(f). See, e.g., Verizon Communications Inc. (January 

12, 2011). Proponent claims in the December 20 Sims Letter that "implicit" in the 

November 4, 2011 Charles Schwab letter is a statement that there were no other 

transactions during the period covered. Proponent also reasons that based on historical 

share price, it should be "obvious" that Proponent satisfies the beneficial holding 

requirement. However, each of the October 13, 2011 Charles Schwab letter and 

November 4,2011 Charles Schwab letter fails to contain the written statement required 

by Rule 14a-8(2)(i) (specifically, in neither letter does the statement by Schwab include 

that date as of which ownership is verified, the amount of shares owned or the length of 

the period over which continuous ownership was maintained); rather, each letter lists 

purchase and sale transactions in Fund shares, akin to brokerage statements, which the 
U.S. Securities and Exchange Commission 

Division of Investment Management 

December 29, 2011 

Page 2 

Staff has repeatedly stated is insufficient proof of the requisite stock ownership under 

Rule 14a-8(b)(I). See, e.g., General Motors Corporation (April 5, 2007) (account 

summary insufficient verification of continuous ownership); General Electric Company 

(January 16, 2007) (brokerage statement insufficient to prove continuous ownership); 

AT&T Corp. (January 24, 2001) (stockholder's own statements regarding continuous 

beneficial ownership insufficient, even when coupled with brokerage statements). 

Regardless of whether the Proponent has or has not in fact maintained sufficient share 

ownership, the Proponent has failed to provide evidence thereof in the manner and 

within the time period required by Rule 14a-8(b)(1). Therefore, the Fund believes that 

the Proposal may be omitted from the Proxy Materials pursuant to Rule 14a-8(f). 

Also as further discussed in the No-Action Request Letter, the Staff has 

repeatedly determined that proposals that would disqualify nominees for election at the 

annual meeting may be excluded pursuant to Rule 14a-8(i)(8). Proponent claims in the 

December 20 Sims Letter that the Proposal is precatory and therefore not excludable 

pursuant to Rule 14a-8(i)(8). As noted in the No-Action Request Letter, however, a 

precatory proposal that would, if implemented, have the effect of disqualifying 

nominees for election at the upcoming shareholder meeting may be excluded pursuant 

to Rule 14a-8(i)(8). Several of the no-action letters referenced in the No-Action 

Request Letter related to precisely such proposals. See Washington Mutual, Inc. 

(February 20, 2007) (proposal calling on the board to implement requirements for board 

independence); Peabody Energy Corp. (March 4, 2005) (proposal urging the board to 

adopt a policy of nominating "independent directors"); Raytheon Co. (March 9, 1999) 

(proposal requesting board to take actions to require a seventy percent majority of 

independent directors); General Dynamics Corp. (March 25, 1992) (proposal requesting 

board amend by-laws to provide for board of majority of "independent directors"); 

Tribune Co. (March 7, 1991) (proposal to recommend board implement independence 

requirements). 

Proponent also claims in the December 20 Sims Letter that the Proposal 

(i) has no implementation deadline and (ii) is not aimed at the existing Trustees standing 

for reelection at the Annual Meeting. Proponent states that the Proposal is meant to 

affect only those nominees standing for election after the Board amends the By-Laws as 

requested. However, the Proposal itself contains no language that would limit its 

applicability to future meetings and if implemented immediately upon its adoption 

could apply immediately to nominees standing for election at the Annual Meeting. The 

Staff has repeatedly concluded that a proposal that could disqualify nominees at the 

upcoming annual meeting may be permissible only if drafted in order to explicitly apply 

only to nominees for director at meetings subsequent to the annual meeting in question. 

For example, in each of the no-action letters cited in the previous paragraph, the 

proposal at issue did not explicitly specify when such proposal would become effective 

and was deemed to potentially disqualify nominees for election at the upcoming 

shareholder meeting and therefore was excludable under Rule 14a-8(i)(8). 
U.S. Securities and Exchange Commission 

Division of Investment Management 

December 29,2011 

Page 3 

Proponent also claims in the December 20 Sims Letter that the Proposal 

would not be an "absolute bar" to any existing Trustees standing for reelection at the 

Annual Meeting because such Trustees could resign from each other fund in the 

Guggenheim Funds fund complex in order to qualify for reelection. The mere fact that 

the nominees impacted by the Proposal could theoretically re-order their affairs so as to 

comply with the requirements put forth by the Proposal does not mean that the Proposal 

would not have the effect of disqualifying nominees for election at the Annual Meeting. 

The Staff has consistently determined that such proposals may be excluded pursuant to 

Rule 14a-8(i)(8) without regard to whether it was possible for the existing directors to 

take actions to comply with the new requirements sought to be established by such 

proposal. This has been true of numerous proposals in which compliance with the new 

requirements would have been far simpler than resigning from dozens of other trustee 

positions, such as acquiring additional shares of the company. See, e.g. Adams Express 

Company (December 28, 2000) (proposal to require directors to hold at least 1,000 

company shares); Competitive Technologies, Inc. (October 7, 1998) (proposal that each 

director own at least 5,000 company shares and at least 10,000 shares within two years); 

Dominion Resources, Inc. (February 15, 1991) (proposal that director nominees own at 

least 2,000 company shares). Therefore, the Fund believes that the Proposal may be 

omitted from the Proxy Materials pursuant to 14a-8(i)(8). 

For the reasons stated herein and in the No Action Request Letter, the 

Fund believes that the Proposal may be omitted from the Proxy Materials and we 

respectfully request that the Staff concur that it will take no action if the Fund excludes 

the Proposal from its Proxy Materials. Should the Staff desire any additional 

information in support of the Fund's position, we would appreciate the opportunity to 

confer with the Staff prior to the issuance of the Staffs response. Please do not hesitate 

to contact the undersigned at (212) 735-3406. 

Mich; el K. Hoffinan 

Skadden, Arps, Slate, Meagher & Flom LLP 

cc: 	 Kevin M. Robinson 

Chief Executive Officer and Chief Legal Officer 

Luke E. Sims 

797400-Chicago Server IA - MSW