Guggenheim Credit Allocation Fund GGM - Guggenheim Investments

(notes from cover page)(1) The Fund has granted the underwriters an option to purchase up to an additional common shares at the publicoffering price, less the sales load, within 45 days of the date of this prospectus solely to cover over-allotments, if any. Ifsuch option is exercised in full, the public offering price, sales load, estimated offering expenses and proceeds, afterexpenses, to the Fund will be $ , $ , $ and $ , respectively. See “Underwriting.”(2) Guggenheim Funds Investment Advisors, LLC (the “Investment Adviser”) (and not the Fund) has agreed to pay from itsown assets a structuring fee to each of UBS Securities LLC and . The Investment Adviser (and not the Fund) alsomay pay certain qualifying underwriters a structuring fee, additional compensation or a sales incentive fee in connectionwith the offering. The Fund’s Sub-Adviser may reimburse the Investment Adviser for a portion of any structuring fee,additional compensation or sales incentive fee paid by the Investment Adviser. Also, as described in footnote (3) belowand subject to the offering expense limitation described in footnote (3) below, up to 0.15% of the public offering price ofthe securities sold in this offering may be paid by the Fund to Guggenheim Funds Distributors, LLC, an affiliate of theInvestment Adviser and the Sub-Adviser, as compensation for the distribution services it provides to the Fund. See“Underwriting.”(3) Offering expenses payable by the Fund will be deducted from the Proceeds to the Fund. Total offering expenses (otherthan sales load) are estimated to be $ ($ per share). The Investment Adviser has agreed to pay (i) all of theFund’s organizational costs and (ii) offering costs of the Fund (other than sales load) that exceed $0.050 per commonshare sold in the offering, including pursuant to the over-allotment option. Therefore, offering expenses payable by theFund are estimated to be $ ($ per share), and offering expenses payable by the Investment Adviser areestimated to be $ ($ per share). To the extent that aggregate offering expenses are less than $0.050 per commonshare, up to 0.15% of the public offering price of the securities sold in this offering, up to such expense limit, will be paidby the Fund to Guggenheim Funds Distributors, LLC, an affiliate of the Investment Adviser and the Sub-Adviser, ascompensation for the distribution services it provides to the Fund. See “Underwriting.”(continued from cover page)The Fund may, but is not required to, use various derivatives transactions for hedging and risk management purposes, to facilitateportfolio management and to earn income or enhance total return. The Fund may use such transactions as a means to syntheticallyimplement the Fund’s investment strategies. In addition, as an alternative to holding investments directly, the Fund may also obtaininvestment exposure by investing in other investment companies. To the extent that the Fund invests in synthetic investments witheconomic characteristics similar to credit securities, the value of such investments will be counted as credit securities for purposesof the Fund’s policy of investing at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in creditsecurities (the “80% Policy”).The Fund may invest in open-end funds, closed-end funds and exchange-traded funds. For purposes of the Fund’s 80% Policy, theFund will include its investments in other investment companies that have a policy of investing at least 80% of their net assets, plusthe amount of any borrowings for investment purposes, in one or more types of credit securities.Adviser. Guggenheim Funds Investment Advisors, LLC serves as the Fund’s investment adviser and is responsible for themanagement of the Fund. Guggenheim Partners Investment Management, LLC (the “Sub-Adviser”) serves as the Fund’sinvestment sub-adviser and is be responsible for the management of the Fund’s portfolio of securities. Each of the InvestmentAdviser and the Sub-Adviser is an indirect subsidiary of Guggenheim Partners, LLC (“Guggenheim Partners”). GuggenheimPartners is a diversified financial services firm with wealth management, capital markets, investment management and proprietaryinvesting businesses, whose clients are a mix of individuals, family offices, endowments, foundation insurance companies andother institutions that have entrusted Guggenheim Partners with the supervision of more than $180 billion of assets as of March 31,2013. Guggenheim Partners is headquartered in Chicago and New York with a global network of offices throughout the UnitedStates, Europe, and Asia. The Investment Adviser and the Sub-Adviser are referred to herein collectively as the “Adviser.”Financial Leverage. The Fund may employ leverage through (i) the issuance of senior securities representing indebtedness,including through borrowing from financial institutions or issuance of debt securities, including notes or commercial paper(collectively, “Indebtedness”), (ii) the issuance of preferred shares (“Preferred Shares”) or (iii) engaging in reverse repurchaseagreements, dollar rolls and economically similar transactions (collectively with Indebtedness and Preferred Shares, “FinancialLeverage”). Under current market conditions, the Fund initially expects to utilize Financial Leverage through Indebtedness and/orreverse repurchase agreements, such that the aggregate amount of Financial Leverage is not expected to exceed 33 1 ⁄3% of theFund’s Managed Assets (including the proceeds of such Financial Leverage) (or 50% of net assets). “Managed Assets” means thetotal assets of the Fund, including the assets attributable to the proceeds from Financial Leverage, including the issuance of seniorsecurities representing indebtedness (including through borrowing from financial institutions or issuance of debt securities,including notes or commercial paper), the issuance of preferred shares, the effective leverage of certain portfolio transactions suchas reverse repurchase agreements and/or dollar rolls, or any other form of Financial Leverage, minus liabilities, other than liabilitiesrelated to any Financial Leverage. Managed Assets includes assets attributable to Financial Leverage of any form.ii