SecProbe.io

CORRESP
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April
4, 2025

VIA
EDGAR

Division
of Investment Management

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

Attn:
	Ms. Anu Dubae; Mr. David Manion

 Re: Guggenheim
                                            Credit Income Fund (File No. 814-01117) (the “Master Fund”); Guggenheim
                                            Credit Income Fund 2016 T (File No. 814-01091) (“GCIF 2016T”); Guggenheim
                                            Credit Income Fund 2019 (File No. 814-01094) (“GCIF 2019”) (each, a “Company”
                                            and collectively, the “Companies”)

Dear
Ms. Dubae and Mr. Manion:

On
behalf of the Companies, we wish to respond by this letter to comments of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “SEC”) regarding the preliminary joint proxy statement (the “Preliminary Proxy
Statement”) and other proxy materials filed pursuant to Section 14(a) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), on March 21, 2025, relating to: (i) the proposed withdrawal of each Company’s election
to be regulated as a business development company under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”)
and its subsequent liquidation and dissolution (“Proposal I”); and (ii) the proposed sale of certain illiquid assets
held by the Master Fund to permit the liquidation and dissolution of all of the Companies and the distribution of sale proceeds to shareholders
(“Proposal II”). The Staff’s legal comments were conveyed via telephone conversation among Ms. Dubae and Julien
Bourgeois, Benjamin Ruano and Michael Murphy on March 25, 2025. The Staff’s accounting comments were conveyed via telephone conversation
between Mr. Manion and Michael Murphy on March 28, 2025. Throughout this letter, capitalized terms have the same meaning as in the Preliminary
Proxy Statement, unless otherwise noted. Changes made in response to the Staff’s comments, if applicable, will be included in a
definitive joint proxy statement to be filed subsequent to this correspondence (the “Definitive Proxy Statement”).
A summary of the Staff’s comments followed by the responses of the Companies are set forth below:

Legal
Comments

 1. Comment:
                                            Preliminary proxy materials must be clearly marked as preliminary copies pursuant to rule
                                            14a-6(e) under the Exchange Act.

Response:
The Companies respectfully acknowledge the Staff’s comment.

 2. Comment:
                                            If any member of the board of trustees of the Companies has informed the Companies that he
                                            or she intends to oppose Proposal II, identify the board member pursuant to Item 4 of Schedule
                                            14A.

Response:
The Companies confirm that none of the members of the Companies’ boards of trustees (each, a “trustee”) have indicated
an intention to oppose Proposal II. The Companies note that the trustees of the Companies, including the trustees who are not “interested
persons” of the Companies (as such term is defined in Section 2(a)(19) of the

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1940 Act) that comprise the Independent Trustees Committee,
voted unanimously in favor of putting such Proposal II to shareholders for approval. Accordingly, the Companies have not made any changes
in the Definitive Proxy Statement in response to the Staff’s comment.

 3. Comment:
                                            The Staff notes that the Joint Notice of Joint Special Meeting of Shareholders states that
                                            “a list of these shareholders will be open for examination by any shareholder.”
                                            Please clarify to whom “these shareholders” refers.

Response:
The Companies have revised the aforementioned disclosure as follows (deletions denoted by strikethrough and additions
denoted by underline):

“A
list of these shareholders entitled to vote at the Joint Meeting will be open for examination by any shareholder
for any purpose germane to the Joint Meeting for a period of 10 days prior to the Joint Meeting at the offices of Guggenheim Partners
Investment Management, LLC at 227 West Monroe Street, Chicago, Illinois 60606.”

 4. Comment:
                                            Please revise the disclosure under the third paragraph of the first page of the Joint Proxy Statement
                                            to reflect that broker non-votes will not be counted for quorum purposes per disclosure elsewhere
                                            in the same paragraph that states that if a beneficial owner does not provide voting instructions
                                            to its broker, the broker is not permitted to give a proxy with respect to such beneficial
                                            owner’s Shares. Accordingly, such Shares would not count as present for quorum purposes
                                            or for purposes of Section 2(a)(42) of the 1940 Act.

Response:
The Companies have revised disclosure in the Definitive Proxy Statement in response to the Staff’s comment, as follows (deletions
denoted by strikethrough and additions denoted by underline):

Abstentions
will be included when determining the presence of a quorum. Shares of beneficial interests of each of the Companies (the ‘Shares’)
for which brokers have not received voting instructions from the beneficial owner of the Shares (which are considered ‘broker non-votes’
with respect to such proposals) will also not be treated as Shares present for quorum purposes.”

 5. Comment:
                                            Please disclose in the section titled “Questions and Answers About the Joint Meeting—What
                                            is the required vote for approval of each Proposal?” the treatment and effect on each
                                            Proposal of abstentions and broker non-votes pursuant to Item 21(a) of Schedule 14A.

Response:
The Companies have revised disclosure in the Definitive Proxy Statement under the section titled “Questions and Answers About the
Joint Meeting—What is the required vote for approval of each Proposal?” in response to the Staff’s comment, as follows
(additions denoted by underline):

Shares
of the Companies held by Guggenheim and affiliates of Guggenheim will be voted as “abstain.” Abstentions will be included
when determining the presence of a quorum; however, abstentions will not be treated as votes cast for or against a Proposal. Because
the Proposals are both non-routine matters on which brokers are not able to vote any uninstructed shares, the Companies do not anticipate
any broker non-votes to be received on the Proposals.

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 6. Comment:
                                            The Staff notes that disclosure under “Questions and Answers About the Joint Meeting—What
                                            is the required vote for approval of each Proposal?” states that “a vote of the
                                            majority of the Shares of [each Company or the Master Fund, as applicable]” is required.
                                            If “majority” refers to a majority of each Company’s outstanding shares,
                                            as opposed to the Shares present at the Joint Meeting, please include the word “outstanding”
                                            after “Shares” in such disclosure and elsewhere it appears, as appropriate.

Response:
The Companies confirm that the requested changes have been made in the Definitive Proxy Statement response to the Staff’s comment.

 7. Comment:
                                            Please revise disclosure in the section titled “Questions and Answers About the Joint
                                            Meeting—Who pays for this proxy solicitation?” to identify the solicitor.

Response:
The Companies have revised disclosure in the Definitive Proxy Statement in response to the Staff’s comment.

 8. Comment:
                                            Please insert the word “outstanding” after the word “Shares” in the
                                            first sentence under the section titled “Voting Securities”.

Response:
The Companies have revised disclosure in the Definitive Proxy Statement in response to the Staff’s comment.

 9. Comment:
                                            In the table for each Company under the section titled “Voting Securities,” please
                                            disclose the number of votes to which each Share is entitled pursuant to Item 6(a) of Schedule
                                            14A.

Response:
The Companies confirm that each Share is entitled to one vote pursuant to the Declaration of Trust and Bylaws of each Company and have
revised disclosure in the Definitive Proxy Statement accordingly in response to the Staff’s comment.

 10. Comment:
                                            Please disclose name and address of the Companies’ distributor and administrator pursuant
                                            to Item 22(a)(3) of Schedule 14A.

Response:
The Companies have revised disclosure in the Definitive Proxy Statement in response to the Staff’s comment.

 11. Comment:
                                            The disclosure states that the approval of Proposal I is a condition to and predicate of
                                            the Sales Transactions. Please also disclose that the BDC Election Withdrawal and Liquidation
                                            for each Company is contingent on the shareholder approval of Proposal II.

Response:
The Companies have revised disclosure in the Definitive Proxy Statement under the section titled “Proposal I: Approval of BDC Election
Withdrawal and Liquidation and Dissolution—Background” in response to the Staff’s comment as follows (deletions denoted
by strikethrough and additions denoted by underline):

The
approval of each Company’s BDC Election Withdrawal and Liquidation and Dissolution is also a condition to and predicate of the
entry by the Master Fund into the Sale Transactions, which is are discussed in detail under “Proposal II
– Approval of Sale Transactions by the Master Fund” below. Furthermore, the approval by shareholders of the Sale Transactions
is a condition to each

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Company’s BDC Election Withdrawal and Liquidation and Dissolution. Accordingly, the discussion herein
related to the BDC Election Withdrawal and Liquidation and Dissolution and the related rationales for each is also helpful to understand
the rationales for approving Proposal II.

In
addition, the Companies have revised disclosure in the Definitive Proxy Statement under the section titled “Proposal II: Approval
of the Sale Transactions” as follows:

Consummation
of each Company’s BDC Election Withdrawal and Liquidation and Dissolution is contingent upon approval of this Proposal II, and
.C consummation of these transactions is contingent upon approval of Proposal I.

 12. Comment:
                                            Please insert the word “after” before “consummation” in the second
                                            sentence in the section titled “Proposal I: Approval of BDC Election Withdrawal and
                                            Liquidation and Dissolution—Termination of Exchange Act Reporting.”

Response:
The Companies have revised disclosure in the Definitive Proxy Statement in response to the Staff’s comment.

 13. Comment:
                                            Please add hyperlinks to the Companies’ Annual Reports on Form 10-K in the “Background
                                            and Reasons for the Sales Transactions” section pursuant to Rule 12b-23 under the Exchange
                                            Act. Please also specify the section of the annual report in which the Illiquid Assets are
                                            identified.

Response:
The Companies confirm that hyperlinks have been added in the aforementioned section, as well as elsewhere in the Definitive Proxy Statement,
namely in the section titled “Financial and Other Information.” The Companies further confirm that the disclosure in the
Joint Proxy Statement has been revised to refer shareholders to Item 8 of the Master Fund’s 10-K, which presents the consolidated
financial statements of the Master Fund that identify the Illiquid Assets.

 14. Comment:
                                            In the section titled “Proposal II: Approval of the Sale Transactions—Summary
                                            of the Terms of the Sale Transactions,” please identify the specific entity that will
                                            acquire the Illiquid Assets and the nature of any material relationships of such person to
                                            the Companies or any affiliate of the Companies pursuant to Item 15(c) of Schedule 14A.

Response:
The Companies have revised disclosure in the Definitive Proxy Statement in response to the Staff’s comment under the section titled
“Assets To Be Sold – The Illiquid Assets and Valuation Analysis” as follows (deletions denoted by strikethrough and
additions denoted by underline):

As
noted above, the Master Fund’s non-cash portfolio is comprised of Illiquid Assets that—without further action—would
remain in the Master Fund’s portfolio for the reasonably foreseeable future. As of February 10, 2025, the Master Fund’s investments,
each of which, except as otherwise noted below, is an Illiquid Asset to be sold by the Master Fund to Guggenheim and/or an affiliate
as part of the Liquidating Transactions, are set forth below. It is currently expected that GIHII Asset Holdings, LLC, an affiliated
holding company under common control with Guggenheim (“GIHII”), will purchase the Illiquid Assets as part of the Sale Transactions.

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In
addition, the Companies have revised the disclosure in the Definitive Proxy Statement under the section titled “Summary of Terms
of the Sale Transactions” as follows:

The
Master Fund will sell the Illiquid Assets in one or more related transactions to GIHII Guggenheim and/or its affiliates.

 15. Comment:
                                            Please explain to the Staff how the purchase by Guggenheim and its affiliates of the Master
                                            Fund’s Illiquid Assets does not violate Section 57(a)(2) of the 1940 Act. Please also
                                            explain, if applicable, how this transaction complies with Section 57(d)(2) of the 1940 Act.
                                            Please also explain how the already negotiated and agreed to Sale Transactions, which negotiation
                                            and agreement occurred or seemed to have occurred before each Company filed its Form N-54C,
                                            subject to shareholder approval, is not prohibited by Section 57(a)(2).

Response:
With respect to the first and second parts of the Staff’s comment, the Companies respectfully note that they seek to obtain shareholder
approval of each Company’s BDC Election Withdrawal for the purpose of permitting each Company to file a notification of withdrawal
of election to be subject to Sections 55 through 65 of the 1940 Act, and to make such filing pursuant to Section 54(c) of the 1940 Act
on Form N-54C. A registrant’s filing of Form N-54C is deemed effective immediately upon receipt by the SEC. (See Instruction
(a) to Form N-54C.) Accordingly, upon filing Form N-54C, each Company would not be subject to Sections 55 through 65 of the 1940 Act