UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2023

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 814-01094

GUGGENHEIM CREDIT INCOME FUND 2016 T

(Exact name of registrant as specified in its charter)

Delaware	47-2016837
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

330 Madison Avenue, New York, New York	10017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (~~(212)~~212) 739-0700

Securities registered pursuant to Section 12(b) of the Act: None

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
None		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X]~~[X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[ ]
Emerging growth company	[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]No [X]

The number of the Registrant’s common shares outstanding as of ~~August~~November 9, 2023 was 16,297,188.

GUGGENHEIM CREDIT INCOME FUND 2016 T

INDEX

~~INDEX~~

		PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	32
	Statements of Assets and Liabilities as of ~~June~~September 30, 2023 and December 31, 2022	32
	Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022	43
	Statements of Changes in Net Assets for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022	54
	Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022	76
	Notes to the Financial Statements (Unaudited)	87
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1817
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2322
Item 4.	Controls and Procedures	23
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2423
Item 1A.	Risk Factors	2423
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2524
Item 5.	Other Information	2524
Item 6.	Exhibits	~~Exhibits~~24	25
Signatures		2625
Exhibits Index		2726

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or this Report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, in Item 2 of Part I of this Report, contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements generally are characterized by the use of terms such as “may,” “should,” “plan,” “anticipate,” “estimate,” “intend,” “predict,” “believe,” “expect,” “will,” “will be,” and “project” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: increased direct competition; changes in government regulations or accounting rules; changes in local, national, and global economic conditions and capital market conditions; availability of proceeds from our offering of common shares; and the performance of Guggenheim Credit Income Fund (the “Master Fund”) and its common shares that we own. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties and other factors that may materially affect our future results, performance, achievements or transactions. Information on factors which could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in this Report as well as in our other filings with the U.S. Securities and Exchange Commission (“SEC”), including but not limited to those described in Part II. Item 1A. Risk Factors of this Report and in Part I. Item 1A. Risk Factors of our Form 10-K for the fiscal year ended December 31, 2022, that was filed on March 15, 2023. Moreover, because we operate in a very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these uncertainties, we caution you not to place undue reliance on such statements, which apply only as of the date hereof. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes to future operating results over time unless otherwise required by law. The forward-looking statements should be read in light of the risk factors identified in Part II. Item 1A. Risk Factors of this Report and in Part I. Item 1A. Risk Factors of our Form 10-K for the fiscal year ended December 31, 2022, that was filed on March 15, 2023. The forward-looking statements and projections contained in this Report are excluded from the safe harbor protection provided by Section 27A of the Securities Act and Section 21E of the Exchange Act.

All references to “Note” or “Notes” throughout this Report refer to the footnotes to the financial statements presented in Part I. Item 1. Financial Statements (Unaudited).

Unless otherwise noted, the terms “we,” “us,” “our,” and the “Company” refer to Guggenheim Credit Income Fund 2016T. Other capitalized terms used in this Report have the same meaning as in the accompanying financial statements presented in Part I. Item 1. Financial Statements (Unaudited), unless otherwise defined herein. Guggenheim Partners Investment Management, LLC is referred to as “Guggenheim” or the “Advisor” throughout this Report.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

GUGGENHEIM CREDIT INCOME FUND 2016 T

STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share and per share data)

June 30, 2023 December 31, 2022
(Unaudited)
Assets
Investment in Guggenheim Credit Income Fund (“GCIF”) (17,061,497 shares purchased at a cost of $31,779 and 17,061,497 shares purchased at a cost of $49,545, respectively) $ 22,696 $ 40,846
Cash 193 430
Total assets 22,889 41,276

Liabilities
Accounts payable, accrued expenses and other liabilities 37 51
Accrued professional services fees 50 99
Payable to related parties 11 11
Total liabilities 98 161
Commitments and contingencies (Note 4. Related Party Agreements and Transactions)
Net Assets $ 22,791 $ 41,115

Components of Net Assets:
Common Shares, $0.001 par value, 1,000,000,000 Common Shares authorized, 16,297,188 and 16,297,188 Common Shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively $ 16 $ 16
Paid-in-capital in excess of par value 35,639 53,582
Accumulated loss, net of distributions (12,864 ) (12,483 )
Total net assets $ 22,791 $ 41,115
Net asset value per Common Share (NAV) $ 1.40 $ 2.52


	September 30, 2023			December 31, 2022
	(Unaudited)
Assets
Investment in Guggenheim Credit Income Fund (“GCIF”) (17,061,497 shares purchased at a cost of $31,779 and 17,061,497 shares purchased at a cost of $49,545, respectively)	$	23,320		$	40,846
Cash		61			430
Total assets		23,381			41,276

Liabilities
Accounts payable, accrued expenses and other liabilities		35			51
Accrued professional services fees		75			99
Payable to related parties		12			11
Total liabilities		122			161
Commitments and contingencies (Note 4. Related Party Agreements and Transactions)
Net Assets	$	23,259		$	41,115

Components of Net Assets:
Common Shares, $0.001 par value, 1,000,000,000 Common Shares authorized, 16,297,188 and 16,297,188 Common Shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	$	16		$	16
Paid-in-capital in excess of par value		35,639			53,582
Accumulated loss, net of distributions		(12,396	)		(12,483	)
Total net assets	$	23,259		$	41,115
Net asset value per Common Share (NAV)	$	1.43		$	2.52

See Unaudited Notes to Financial Statements.

GUGGENHEIM CREDIT INCOME FUND 2016 T

STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except share and per share data)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022			2023			2022			2023		2022
Investment Income
Dividends from investment in GCIF	$	205		$	863		$	490		$	2,320		$	—		$	693		$	490	$	3,013
Total investment income		205			863			490			2,320			—			693			490		3,013

Operating Expenses ⁽¹⁾
Administrative services		3			3			7			7			4			4			11		11
Related party reimbursements		11			33			21			61			16			31			36		92
Professional services fees		24			32			—			63			26			33			25		96
Transfer agent expense		80			79			160			157			84			78			244		235
Other expenses		5			10			(14	)		20			27			8			16		28
Net expenses		123			157			174			308			157			154			332		462
Net investment income		82			706			316			2,012
Net investment income (loss)														(157	)		539			158		2,551

Realized and unrealized losses:
Net change in unrealized depreciation from investment in GCIF		(367	)		(2,138	)		(385	)		(1,933	)
Net realized and unrealized losses		(367	)		(2,138	)		(385	)		(1,933	)
Realized and unrealized gains (losses):
Net change in unrealized appreciation (depreciation) from investment in GCIF														625			(673	)		240		(2,606	)
Net realized and unrealized gains (losses)														625			(673	)		240		(2,606	)
Net increase (decrease) in net assets resulting from operations	$	(285	)	$	(1,432	)	$	(69	)	$	79		$	468		$	(134	)	$	398	$	(55	)

Per Common Share information:
Net investment income per Common Share outstanding - basic and diluted	$	—		$	0.04		$	0.01		$	0.12
Loss per Common Share outstanding - basic and diluted	$	(0.02	)	$	(0.09	)	$	(0.01	)	$	—
Net investment income (loss) per Common Share outstanding - basic and diluted													$	(0.01	)	$	0.03		$	0.01	$	0.16
Earnings (loss) per Common Share outstanding - basic and diluted													$	0.03		$	(0.01	)	$	0.02	$	—
Weighted average Common Shares outstanding - basic and diluted		16,297,188			16,297,188			16,297,188			16,297,188			16,297,188			16,297,188			16,297,188		16,297,188
Distributions per Common Share outstanding	$	0.41		$	0.82		$	0.71		$	1.70		$	—		$	0.82		$	1.12	$	2.52

(1)

Operating expenses solely represent the Company’s operating expenses and do not include the Company’s proportionate share of the Master Fund’s operating expenses.

See Unaudited Notes to Financial Statements.

GUGGENHEIM CREDIT INCOME FUND 2016 T

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

(in thousands, except share and per share data)


	Common Shares				Paid-in-Capital in Excess of			Accumulated Loss, net of						Common Shares				Paid-in-Capital in Excess of Par			Accumulated Loss, net of
	Shares		Amount		Par Value			Distributions			Total			Shares		Amount		Value			Distributions			Total
Balance at December 31, 2022		16,297,188	$	16	$	53,582		$	(12,483	)	$	41,115			16,297,188	$	16	$	53,582		$	(12,483	)	$	41,115
Operations:
Net investment income		—		—		—			233			233			—		—		—			233			233
Net change in unrealized depreciation from investment in GCIF		—		—		—			(18	)		(18	)		—		—		—			(18	)		(18	)
Net increase in net assets resulting from operations		—		—		—			215			215			—		—		—			215			215
Shareholder distributions:
Distributions from earnings		—		—		—			(232	)		(232	)		—		—		—			(232	)		(232	)
Distributions representing a return of capital		—		—		(11,338	)		—			(11,338	)		—		—		(11,338	)		—			(11,338	)
Net decrease in net assets resulting from shareholder distributions		—		—		(11,338	)		(232	)		(11,570	)		—		—		(11,338	)		(232	)		(11,570	)
Net decrease for the period		—		—		(11,338	)		(17	)		(11,355	)		—		—		(11,338	)		(17	)		(11,355	)
Balance at March 31, 2023		16,297,188	$	16	$	42,244		$	(12,500	)	$	29,760			16,297,188	$	16	$	42,244		$	(12,500	)	$	29,760
Operations:
Net investment income		—		—		—			82			82			—		—		—			82			82
Net change in unrealized depreciation from investment in GCIF		—		—		—			(367	)		(367	)		—		—		—			(367	)		(367	)
Net decrease in net assets resulting from operations		—		—		—			(285	)		(285	)		—		—		—			(285	)		(285	)
Shareholder distributions:
Distributions from earnings		—		—		—			(79	)		(79	)		—		—		—			(79	)		(79	)
Distributions representing a return of capital		—		—		(6,605	)		—			(6,605	)		—		—		(6,605	)		—			(6,605	)
Net decrease in net assets resulting from shareholder distributions		—		—		(6,605	)		(79	)		(6,684	)		—		—		(6,605	)		(79	)		(6,684	)
Net decrease for the period		—		—		(6,605	)		(364	)		(6,969	)		—		—		(6,605	)		(364	)		(6,969	)
Balance at June 30, 2023		16,297,188	$	16	$	35,639		$	(12,864	)	$	22,791			16,297,188	$	16	$	35,639		$	(12,864	)	$	22,791
Operations:
Net investment loss															—		—		—			(157	)		(157	)
Net change in unrealized appreciation from investment in GCIF															—		—		—			625			625
Net increase in net assets resulting from operations															—		—		—			468			468
Shareholder distributions:
Distributions from earnings															—		—								—
Distributions representing a return of capital															—		—								—
Net decrease in net assets resulting from shareholder distributions															—		—		—			—			—
Net increase for the period															—		—		—			468			468
Balance at September 30, 2023															16,297,188	$	16	$	35,639		$	(12,396	)	$	23,259

Common Shares Paid-in-Capital in Excess of Accumulated Loss, net of
Shares Amount Par Value Distributions Total
Balance at December 31, 2021 16,297,188 $ 16 $ 114,301 $ (7,431 ) $ 106,886
Operations:
Net investment income — — — 1,306 1,306
Net change in unrealized appreciation from investment in GCIF — — — 205 205
Net increase in net assets resulting from operations — — — 1,511 1,511
Shareholder distributions:
Distributions from earnings — — — (1,535 ) (1,535 )
Distributions representing a return of capital — — (12,807 ) — (12,807 )
Net decrease in net assets resulting from shareholder distributions — — (12,807 ) (1,535 ) (14,342 )
Net decrease for the period — — (12,807 ) (24 ) (12,831 )
Balance at March 31, 2022 16,297,188 $ 16 $ 101,494 $ (7,455 ) $ 94,055
Operations:
Net investment income — — — 706 706
Net change in unrealized depreciation from investment in GCIF — — — (2,138 ) (2,138 )
Net decrease in net assets resulting from operations — — — (1,432 ) (1,432 )
Shareholder distributions:
Distributions from earnings — — — (1,206 ) (1,206 )
Distributions representing a return of capital — — (12,158 ) — (12,158 )
Net decrease in net assets resulting from shareholder distributions — — (12,158 ) (1,206 ) (13,364 )
Net decrease for the period — — (12,158 ) (2,638 ) (14,796 )
Balance at June 30, 2022 16,297,188 $ 16 $ 89,336 $ (10,093 ) $ 79,259

	Common Shares				Paid-in-Capital in Excess of Par			Accumulated Loss, net of
	Shares		Amount		Value			Distributions			Total
Balance at December 31, 2021		16,297,188	$	16	$	114,301		$	(7,431	)	$	106,886
Operations:
Net investment income		—		—		—			1,306			1,306
Net change in unrealized appreciation from investment in GCIF		—		—		—			205			205
Net increase in net assets resulting from operations		—		—		—			1,511			1,511
Shareholder distributions:
Distributions from earnings		—		—		—			(1,535	)		(1,535	)
Distributions representing a return of capital		—		—		(12,807	)		—			(12,807	)
Net decrease in net assets resulting from shareholder distributions		—		—		(12,807	)		(1,535	)		(14,342	)
Net decrease for the period		—		—		(12,807	)		(24	)		(12,831	)
Balance at March 31, 2022		16,297,188	$	16	$	101,494		$	(7,455	)	$	94,055
Operations:
Net investment income		—		—		—			706			706
Net change in unrealized depreciation from investment in GCIF		—		—		—			(2,138	)		(2,138	)
Net decrease in net assets resulting from operations		—		—		—			(1,432	)		(1,432	)
Shareholder distributions:
Distributions from earnings		—		—		—			(1,206	)		(1,206	)
Distributions representing a return of capital		—		—		(12,158	)		—			(12,158	)
Net decrease in net assets resulting from shareholder distributions		—		—		(12,158	)		(1,206	)		(13,364	)
Net decrease for the period		—		—		(12,158	)		(2,638	)		(14,796	)
Balance at June 30, 2022		16,297,188	$	16	$	89,336		$	(10,093	)	$	79,259
Operations:
Net investment income		—		—		—			539			539
Net change in unrealized appreciation from investment in GCIF		—		—		—			(673	)		(673	)
Net increase in net assets resulting from operations		—		—		—			(134	)		(134	)
Shareholder distributions:
Distributions from earnings		—		—		—			(538	)		(538	)
Distributions representing a return of capital		—		—		(12,824	)		—			(12,824	)
Net decrease in net assets resulting from shareholder distributions		—		—		(12,824	)		(538	)		(13,362	)
Net decrease for the period		—		—		(12,824	)		(672	)		(13,496	)
Balance at September 30, 2022		16,297,188	$	16	$	76,512		$	(10,765	)	$	65,763

See Unaudited Notes to Financial Statements.

GUGGENHEIM CREDIT INCOME FUND 2016 T

STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

Six Months Ended June 30,
2023 2022
Operating activities
Net increase (decrease) in net assets resulting from operations $ (69 ) $ 79
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by operating activities:
Proceeds from liquidation distribution 17,764 24,297
Net change in unrealized depreciation from investment in GCIF 385 1,933
Increase (decrease) in operating liabilities:
Accounts payable, accrued expenses and other liabilities (14 ) (19 )
Accrued professional services fees (49 ) 1
Payable to related parties — 2
Net cash provided by operating activities 18,017 26,293

Financing activities
Distributions paid (18,254 ) (27,706 )
Net cash used in financing activities (18,254 ) (27,706 )

Net decrease in cash (237 ) (1,413 )
Cash, beginning of period 430 2,207
Cash, end of period $ 193 $ 794


	Nine Months Ended September 30,
	2023			2022
Operating activities
Net increase (decrease) in net assets resulting from operations	$	398		$	(55	)
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by operating activities:
Proceeds from liquidation distribution		17,766			36,910
Net change in unrealized (appreciation) depreciation from investment in GCIF		(240	)		2,606
Increase (decrease) in operating liabilities:
Accounts payable, accrued expenses and other liabilities		(16	)		(14	)
Accrued professional services fees		(24	)		33
Payable to related parties		1			20
Net cash provided by operating activities		17,885			39,500

Financing activities
Distributions paid		(18,254	)		(41,068	)
Net cash used in financing activities		(18,254	)		(41,068	)

Net decrease in cash		(369	)		(1,568	)
Cash, beginning of period		430			2,207
Cash, end of period	$	61		$	639

See Unaudited Notes to Financial Statements.

GUGGENHEIM CREDIT INCOME FUND 2016 T

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except share and per share data, percentages and as otherwise indicated;

for example, with the word “million” or otherwise)

Note 1. Principal Business and Organization

Guggenheim Credit Income Fund 2016 T (the “Company”) was formed as a Delaware statutory trust on September 5, 2014. The Company’s investment objectives are to provide its shareholders with current income, capital preservation and, to a lesser extent, long-term capital appreciation by investing substantially all of its equity capital in Guggenheim Credit Income Fund (the “Master Fund” or “GCIF”). The Company is a non-diversified, closed-end management investment company that elected to be treated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).

The Master Fund elected to be treated as a BDC under the 1940 Act and it has the same investment objectives as the Company. The Master Fund commenced investment operations on April 2, 2015. The Master Fund’s consolidated financial statements are an integral part of the Company’s financial statements and should be read in their entirety.

The Master Fund is externally managed by Guggenheim Partners Investment Management, LLC (“Guggenheim” or the “Advisor”), which is responsible for sourcing potential investments, analyzing and conducting due diligence on prospective investment opportunities, structuring investments and ongoing monitoring of the Master Fund’s investment portfolio.

Between July 24, 2015 and April 28, 2017, the Company offered and sold its common shares (“Shares” or “Common Shares”) pursuant to a registration statement on Form N-2 (the “Registration Statement”) covering its continuous public offering of up to $1.0 billion (the “Public Offering”). The Company initially sold and issued Shares on October 8, 2015 and then commenced investment operations. On April 28, 2017, the Company’s Public Offering was terminated, resulting in a gross capital raise of approximately $164.0 million from the sale and issuance of Common Shares in the Public Offering.

In accordance with the offering documents and the intention of the Company and Guggenheim Credit Income Fund 2019 (“GCIF 2019”) (together, the “Feeder Funds”) to provide substantial shareholder liquidity, the Boards of Trustees of the Master Fund and the Feeder Funds approved respective Plans of Liquidation for each company on March 30, 2021 (each, a “Liquidation Plan”). In accordance with the Liquidation Plans, the Board has declared multiple liquidating distributions. These distributions have been substantially composed of return of capital and have decreased the net asset value of the Master Fund and Feeder Funds. As such, the value on shareholder’s investment statements has decreased as liquidating distributions have been paid.

For the Master Fund and the Feeder Funds, as of December 31, 2022, over 70% of the December 31, 2020 NAV has been paid to shareholders in the form of liquidating distributions

In accordance with the Liquidation Plan, the Master Fund and the Feeder Funds will remain registered as a BDC and intend to maintain their qualifications, as regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

As of ~~June~~September 30, 2023, the Company owned 66.7%of the Master Fund’s outstanding common shares.

Note 2. Significant Accounting Policies

Basis of Presentation

Management has determined that the Company meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC Topic 946”).

Notes to Financial Statements

The Company’s interim financial statements have been prepared pursuant to the requirements for reporting on Form 10-Q and the disclosure requirements stipulated in Articles 6 and 10 of Regulation S-X, and therefore do not necessarily include all information and notes necessary for a fair statement of financial position and results of operations in accordance with accounting principles generally accepted in the U.S. (“GAAP”). In the opinion of management, the unaudited financial information for the interim period presented in this Report reflects all normal and recurring adjustments necessary for a fair statement of financial position and results from operations. Operating results for interim periods are not necessarily indicative of operating results for an entire year. The Company’s unaudited financial statements should be read in conjunction with the Master Fund’s unaudited consolidated financial statements; the Master Fund’s quarterly report on Form 10-Q is incorporated by reference and filed as an exhibit to this Report.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities at the date of the financial statements, (ii) the reported amounts of income and expenses during the reported period and (iii) disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ materially from those estimates under different assumptions and conditions.

Cash

Cash consists of demand deposits held at a major U.S. financial institution and the amount recorded on the statements of assets and liabilities may exceed the Federal Deposit Insurance Corporation insured limit. Management believes the credit risk related to its demand deposits is minimal.

Valuation of Investments

The Company invests substantially all of its equity capital in the purchase of the Master Fund’s common shares and its primary investment position is common shares of the Master Fund. The Company determines the fair value of the Master Fund’s common shares as the Master Fund’s net asset value per common share (as determined by the Master Fund) multiplied by the number of Master Fund common shares owned by the Company. The Company has implemented Accounting Standards Update (“ASU”) 2015-07, which permits a reporting entity, as a practical expedient, to measure the fair value of certain investments using the net asset value per share of the investment.

Transactions with the Master Fund

Distributions received from the Master Fund are recorded on the record date. Distributions received from the Master Fund are generally recognized as dividend income or return of capital in the current period, a portion of which may be subject to a change in characterization in future periods, including the potential for reclassification between dividend income and return of capital. The Company’s transactions with the Master Fund are recorded on the effective date of the subscription in, or the redemption of, Master Fund shares. Realized gains and losses resulting from the Company’s share repurchase transactions with the Master Fund are calculated on the specific share identification basis.

Offering Expenses

Continuous offering expenses are capitalized monthly on the Company’s statements of assets and liabilities as deferred offering costs and thereafter expensed to the Company’s statements of operations over a 12-month period on a straight-line basis commencing at the later of (i) when the expense was incurred or (ii) when operations began.

Notes to Financial Statements

Distribution and Shareholder Servicing Fees

The purpose of the distribution and shareholder servicing fee (“DSS Fee”) is to reimburse Guggenheim Funds Distributors, LLC, a Delaware limited liability company (the “Dealer Manager” or “GFD”), an affiliate of Guggenheim, for costs incurred by selected dealers and investment representatives for (i) distribution of the Company’s Common Shares (the “Distribution Services Component”) and (ii) providing ongoing shareholder services (the “Shareholder Services Component”). Beginning in the third quarter of 2017 (the first calendar quarter after the close of the Company’s Public Offering), the Company commenced recognition of the Shareholder Services Component as an expense on the Company’s statements of operations as the services are provided. The Company allocated 0.25% per annum of the average net purchase price per share sold in the Public Offering to the Shareholder Services Component. As the Distribution Services Component, representing 0.65% per annum of the average net purchase price per share sold in the Public Offering, pertains to the sale of the Company’s Common Shares, the Company estimates the present value of all future Distribution Services Component payments, employing a discount rate equal to the prevailing effective yield on 5-year US Treasuries as observed on December 30, 2016. The Company records a liability equal to the estimated present value of the Distribution Services Component payments, recorded as part of “Due to Dealer Manager” with an offsetting charge to “Paid-in-capital in excess of par value” on the statements of assets and liabilities and as a “Distribution services charge” on the statements of changes in net assets.

Distributions to the Company’s Shareholders

Declared distributions to the Company’s shareholders are recorded as a liability as of the record date.

Federal Income Taxes

The Company has elected to be treated for federal income tax purposes, and intends to maintain its qualification, as a RIC under the Code. Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes dividends in a timely manner out of assets legally available for distributions to its shareholders of an amount generally at least equal to 90% of its “Investment Company Taxable Income,” determined without regard to any dividend paid, as defined in the Code. The Company intends to distribute sufficient dividends to maintain its RIC status each year and it does not anticipate incurring a material level of federal income taxes.

The Company is generally subject to nondeductible federal excise taxes if it does not distribute dividends to its shareholders in respect of each calendar year of an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gain net income (i.e., capital gains in excess of capital losses), adjusted for certain ordinary losses, for the one-year period generally ending on October 31^st of the calendar year and (iii) any net ordinary income and capital gain net income for preceding calendar years that were not distributed during such calendar years and on which the Company incurred no federal income tax. The Company may, at its discretion, incur a 4% nondeductible federal excise tax on under-distribution of taxable ordinary income and capital gains.

The Company follows ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other expenses in the statements of operations. Management has reviewed all open tax years and concluded that there is no effect to the Company’s financial positions or results of operations and no tax liability was required to be recorded resulting from unrecognized tax benefits relating to uncertain income tax position taken or expected to be taken on a tax return. During this period, the Company did not incur any material interest or penalties. Open tax years are those years that are open for examination by the relevant income taxing authority. As of ~~June~~September 30, 2023, open U.S. Federal and state income tax years include the tax years ended September 30, ~~2019~~2020 through September 30, ~~2022.~~2023. The Company has no examinations in progress. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof.

Notes to Financial Statements

Note 3. Investments

Below is a summary of the Company’s investment in the Master Fund, a related party:

Schedule of investment
	End of Period		Weighted Average Shares Owned											End of Period		Weighted Average Shares Owned								% of Net
Period Ended	No. of Shares		Quarter to Date		Year to Date		Cost		Fair Value		% of Net Assets			No. of Shares		Quarter to Date		Year to Date		Cost		Fair Value		Assets
June 30, 2023		17,061,497		17,061,497		17,061,497	$	31,779	$	22,696		99.6	%
September 30, 2023															17,061,497		17,061,497		17,061,497	$	31,779	$	23,320		100.3	%
December 31, 2022		17,061,497		17,061,497		17,061,497	$	49,545	$	40,846		99.3	%		17,061,497		17,061,497		17,061,497	$	49,545	$	40,846		99.3	%

Restricted Securities

The Master Fund does not currently intend to list its common shares on any securities exchange, and it does not expect a secondary market to develop for its issued and outstanding common shares. As a result, the Company’s ability to sell its Master Fund common shares is limited. Because the Master Fund common shares are being acquired in one or more transactions not involving a public offering, they are “restricted securities” and may be required to be held indefinitely. Master Fund common shares may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) the Master Fund’s consent is granted, and (ii) the Master Fund common shares are registered under applicable securities laws or specifically exempted from registration (in which case the Master Fund’s shareholder may, at the Master Fund’s option, be required to provide the Master Fund with a legal opinion, in form and substance satisfactory to the Master Fund, that registration is not required). Accordingly, a shareholder in the Master Fund, including the Company, must be willing to bear the economic risk of investing in the Master Fund common shares. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the Master Fund’s common shares may be made except by registration of the transfer on the Master Fund’s books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the Master Fund common shares and to execute such other instruments or certifications as are reasonably required by the Master Fund.

From October 15, 2015 through August 11, 2020, the Company acquired its investment in the Master Fund at prices ranging from $7.06 per share to $8.59 per share.

Share Repurchase Program

The Master Fund has implemented a share repurchase program, whereby it conducts tender offers each calendar quarter. In accordance with the Liquidation Plan, the Master Fund’s share repurchase program has been suspended effective March 30, 2021.

Note 4. Related Party Agreements and Transactions

The Company has entered into agreements with Guggenheim whereby the Company agrees to (i) receive expense support payments, (ii) reimburse certain expenses of, and to pay for, administrative, expense support, organization and offerings costs incurred by Guggenheim on the Company’s behalf and (iii) pay DSS Fees payments to GFD, an affiliate of Guggenheim.

The memberships of the Company’s Board of Trustees (the “Company’s Board” or the “Board of Trustees”) and the Master Fund’s Board are identical and consequently the Company and the Master Fund are related parties. All of the Company’s executive officers also serve as executive officers of the Master Fund. One of the Company’s executive officers, Brian Binder, Senior Vice President, serves as an executive officer of Guggenheim.

Administrative Services Agreement

The Company is party to an administrative services agreement with Guggenheim (the “Administrative Services Agreement”) whereby Guggenheim, serving as the administrator (the “Administrator”), has agreed to provide administrative services, including office facilities and equipment and clerical, bookkeeping and record-keeping services. More specifically, the Administrator performs and oversees the Company’s required administrative services, which include financial and corporate record-keeping, preparing and disseminating the Company’s reports to its shareholders and filing reports with the SEC. In addition, the Administrator assists in determining net asset value, overseeing the preparation and filing of tax returns, overseeing the payment of expenses and distributions and overseeing the performance of administrative and professional services rendered by others. For providing these services, facilities and personnel, the Company reimburses the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administrative Services Agreement.

Notes to Financial Statements

The Administrative Services Agreement may be terminated at any time, without the payment of any penalty: (i) by the Company upon 60 days’ written notice to Guggenheim upon the vote of the Company’s independent trustees or (ii) by Guggenheim upon not less than 120 days’ written notice to the Company. Unless earlier terminated, the Administrative Services Agreement will remain in effect for two years, and thereafter shall continue automatically for successive one-year periods if approved annually by a majority of the Board of Trustees and the Master Fund’s independent trustees.

Dealer Manager Agreement

The Company is party to a dealer manager agreement with GFD (the “Dealer Manager Agreement”). Under the terms of the Dealer Manager Agreement, GFD is to act on a best efforts basis as the exclusive dealer manager for (i) the administration of the Company’s DSS Fee payments to selected dealers and (ii) the public offering of common shares for future feeder funds affiliated with the Master Fund. The Company, not the Master Fund, is responsible for the compensation of GFD pursuant to the terms of the Dealer Manager Agreement. GFD does not receive any compensation to manage the Company’s DSS Fees program and it is not entitled to retain any of the DSS Fees payments. The Dealer Manager Agreement may be terminated by the Company or GFD upon 60 calendar days’ written notice to the other party. In the event that the Company or GFD terminates the Dealer Manager Agreement with respect to the Company, the Dealer Manager Agreement will continue with respect to any other feeder fund.

Beginning in the fourth quarter of 2017 (the second calendar quarter after the close of the Company’s Public Offering), the Company commenced quarterly payments of the DSS Fee at an annual rate of 0.90% of the average net purchase price per share sold in the Public Offering. The quarterly payment of the DSS Fee is computed at the daily rate of 0.002466% (i.e. annual rate of 0.90%) of the product of (i) $9.12 per Common Share (the average net purchase price of Common Shares sold in the Public Offering, excluding Common Shares issued under the Company’s distribution reinvestment plan (“DRP Shares”)) and (ii) the number of Common Shares outstanding on each day during the recording period, excluding (a) DRP Shares and (b) Shares owned by shareholders that are not recipients of ongoing shareholder services from eligible selected dealers. The Company will cease to pay the DSS Fee at the earlier of: (i) the date at which the second amended and restated dealer manager agreement (the “Dealer Manager Agreement”) is terminated; (ii) the date at which the underwriting compensation from all sources, including the DSS Fee, any organization and offering fees paid to the Dealer Manager for underwriting, underwriting compensation and shareholder servicing paid directly by the shareholders and the Company or its affiliates, equals 10% of the gross proceeds from the Company’s Public Offering, excluding proceeds from DRP Share sales; and (iii) the date at which a liquidity event occurs. The approval of the Liquidation Plan on March 30, 2021 is deemed a liquidity event and therefore, the Dealer Manager Agreement is deemed terminated.

Organization and Offering Expense Reimbursement Agreement

Under the terms of the organization and offering expense reimbursement agreement, the Company is not obligated to reimburse Guggenheim for any unreimbursed offering expenses after the close of the Company’s Public Offering on April 28, 2017.

Expense Support and Conditional Reimbursement Agreement

The Expense Support Agreement will automatically terminate if (i) the Master Fund terminates the Investment Advisory Agreement with Guggenheim or (ii) the Company’s Board of Trustees makes a determination to dissolve or liquidate the Company. The Board of Trustees’ approval of a Liquidation Plan on March 30, 2021 is deemed a liquidity event and therefore, the Expense Support Agreement is deemed terminated.

Upon termination of the Expense Support Agreement, Guggenheim is required to fund any amounts accrued thereunder as of the date of termination. Similarly, the conditional obligation of the Company to reimburse Guggenheim pursuant to the terms of the Expense Support Agreement shall survive the termination of the Expense Support Agreement.

Notes to Financial Statements

Pursuant to the Expense Support Agreement, the Company has a conditional obligation to reimburse Guggenheim for any amounts funded by Guggenheim under this arrangement during any month occurring within three years of the date on which Guggenheim funded such amount, the sum of the Company’s estimated investment company taxable income and net capital gains exceeds the ordinary cash distributions paid by the Company to its shareholders; provided, however, that (i) the Company will only reimburse Guggenheim for expense payments made by Guggenheim to the extent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause “other operating expenses” (as defined below) (on an annualized basis and net of any expense support reimbursement payments received by the Company during such fiscal year) to exceed the lesser of (A) 1.75% of the Company’s average net assets attributable to its Common Shares for the fiscal year-to-date period after taking such reimbursement payments into account and (B) the percentage of the Company’s average net assets attributable to its Common Shares represented by “other operating expenses” during the fiscal year in which such expense payment from Guggenheim was made (provided, however, that this clause (B) will not apply to any reimbursement payment which relates to an expense payment from Guggenheim made during the same fiscal year); and (ii) the Company will not reimburse Guggenheim for expense payments made by Guggenheim if the annualized rate of regular cash distributions declared by the Company at the time of such reimbursement payment is less than the annualized rate of regular cash distributions declared by the Company at the time Guggenheim made the expense payment to which such reimbursement payment relates. “Other operating expenses” means the Company’s total “operating expenses” (as defined below), excluding any investment advisory fee, performance-based incentive fees, organization and offering expenses, shareholder servicing fees, interest expense, brokerage commissions and extraordinary expenses. “Operating expenses” means all operating costs and expenses incurred, as determined in accordance with GAAP for investment companies.

As of the Board of Trustees’ approval of the Liquidation Plan, the total amount of expense support received from Guggenheim that is still eligible for reimbursement is $1.5 million.

Summary of Related Party Transactions

The following table presents the related party fees, expenses and transactions for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022; related party transactions between the Company and the Master Fund in connection with Common Shares purchases, sales and distributions are disclosed elsewhere in the financial statements ($ in thousands):

Schedule of related party transactions
		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Related Party ⁽¹⁾	Source Agreement & Description	2023		2022		2023		2022		Source Agreement & Description	2023		2022		2023		2022
	Related Party Expenses:									Related Party Expenses:
Guggenheim	Administrative Services Agreement - expense reimbursement	$	11	$	33	$	21	$	61	Administrative Services Agreement - expense reimbursement	$	16	$	31	$	36	$	92

(1)

Not included in the table above is the Company’s change in “Due to Dealer Manager” which represents the payable balances associated with the DSS Fee. For a breakdown of the Company’s “Due to Dealer Manager” balance see Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies.

Notes to Financial Statements

Indemnification

The Administrative Services Agreement provides certain indemnification to Guggenheim, its directors, officers, persons associated with Guggenheim and its affiliates. In addition, the Company’s Declaration of Trust, as amended, provides certain indemnifications to its officers, trustees, agents and certain other persons. The Dealer Manager Agreement provides for certain indemnifications from the Company (with respect to the primary offering of its Common Shares) to GFD, any selected dealers and their respective officers, directors, employees, members, affiliates, agents, representatives and, if any, each person who controls such person or entity within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Such indemnifications are subject to certain limitations as provided for in the Company’s Declaration of Trust and the North American Securities Administrators Association Guidelines and are considered customary by management. As of ~~June~~September 30, 2023, management believes that the risk of incurring any losses for such indemnification is remote.

Note 5. Common Shares

Issuance of Common Shares

The Company’s Registration Statement pertaining to its Public Offering of 104,712,041 Common Shares at an initial public offering price of $9.55 per Share was declared effective on July 24, 2015.

The following table summarizes (i) the total Common Shares issued and proceeds received in connection with the Company’s Public Offering and (ii) reinvestment of distributions for (a) the ~~six~~nine months ended ~~June~~September 30, 2023 and (b) the period commencing on July 24, 2015 (inception) through ~~June~~September 30, 2023:

Schedule of common shares
	Six Months Ended				Inception through					Nine Months Ended				Inception through
	June 30, 2023				June 30, 2023					September 30, 2023				September 30, 2023
	Shares		Amount		Shares		Amount			Shares		Amount		Shares		Amount
Gross proceeds from Public Offering		—	$	—		16,970,408	$	164,194			—	$	—		16,970,408	$	164,194
Commission paid outside escrow		—		—		—		(1,924	)		—		—		—		(1,924	)
Dealer Manager fees and commissions		—		—		—		(7,462	)		—		—		—		(7,462	)
Net proceeds to the Company from Public Offering		—		—		16,970,408		154,808			—		—		16,970,408		154,808
Reinvestment of shareholders’ distributions		—		—		2,550,474		22,011			—		—		2,550,474		22,011
Net proceeds from all issuance of Common Shares		—	$	—		19,520,882	$	176,819			—	$	—		19,520,882	$	176,819
Average net proceeds per Common Share	$—				$9.06					$—				$9.06

Repurchase of Common Shares

The following table is a summary of the quarterly tender offers, completed pursuant to the share repurchase program, during the two years ended ~~June~~September 30, 2023:

Schedule of tender offers, completed pursuant to the share repurchase program
Tender Offer Termination Date	Total Number of Shares Offered to Repurchase		Total Number of Shares Repurchased		Total Consideration		Price Paid per Share		No. of Shares Repurchased / Total Shares Offered			No. of Shares Repurchased / Weighted Average Shares ⁽¹⁾
2021:
March 8, 2021		420,901		311,151	$	2,555	$	8.21		73.9	%		1.91	%
Total		420,901		311,151	$	2,555				73.9	%

(1)

Weighted average shares is based on the weighted average number of common shares outstanding in the prior four calendar quarters.

In accordance with the Liquidation Plan, the Company’s share repurchase program and distribution reinvestment plan have been suspended effective March 30, 2021.

Notes to Financial Statements

Note 6. Distributions

The following table summarizes the distributions that the Company declared on its Common Shares during the ~~six~~nine months ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022:

Schedule of distributions
Record Date	Payment Date	Distribution Per Common Share at Record Date		Distribution Per Common Share at Payment Date		Distribution Amount
For Fiscal Year 2023
March 22	March 23	$	0.71000	$	0.71000	$	11,570
June 23	June 26		0.41000		0.41000		6,684
				$	1.12000	$	18,254

Record Date	Payment Date	Distribution Per Common Share at Record Date		Distribution Per Common Share at Payment Date		Distribution Amount		Payment Date	Distribution Per Common Share at Record Date		Distribution Per Common Share at Payment Date		Distribution Amount
For Fiscal Year 2022
February 3	February 7	$	0.88000	$	0.88000	$	14,342	February 7	$	0.88000	$	0.88000	$	14,342
May 23	May 25		0.82000		0.82000		13,364	May 25		0.82000		0.82000		13,364
August 25								August 29		0.82000		0.82000		13,362
				$	1.70000	$	27,706				$	2.52000	$	41,068

Notes to Financial Statements

Note 7. Financial Highlights

The following per Common Share data and financial ratios have been derived from information provided in the financial statements. The following is a schedule of financial highlights during the ~~six~~nine months ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022:

Schedule of financial highlights
	Six Months Ended June 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
PER COMMON SHARE OPERATING PERFORMANCE
Net asset value, beginning of period	$	2.52		$	6.56		$	2.52		$	6.56
Net investment income ⁽¹⁾		0.01			0.12			0.02			0.16
Net unrealized depreciation from investment in GCIF ⁽²⁾		(0.42	)		(0.12	)
Net decrease resulting from operations		(0.41	)		—
Net unrealized appreciation (depreciation) from investment in GCIF ⁽²⁾								0.01			(0.16	)
Net increase resulting from operations								0.03			—
Distributions to common shareholders
Distributions from net investment income ⁽³⁾		(0.01	)		(0.17	)		(0.02	)		(0.20	)
Distributions representing return of capital ⁽³⁾		(0.70	)		(1.53	)		(1.10	)		(2.32	)
Net decrease resulting from distributions		(0.71	)		(1.70	)		(1.12	)		(2.52	)
Net asset value, end of period	$	1.40		$	4.86		$	1.43		$	4.04

INVESTMENT RETURNS
Total investment return-net asset value ⁽⁴⁾		(0.44	)%		(0.30	)%		1.61	%		(0.64	)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period	$	22,791		$	79,259		$	23,259		$	65,763
Average net assets ⁽⁵⁾	$	38,584		$	93,817		$	30,513		$	86,786
Common Shares outstanding, end of period		16,297,188			16,297,188			16,297,188			16,297,188
Weighted average Common Shares outstanding		16,297,188			16,297,188			16,297,188			16,297,188
Ratios-to-average net assets: ^{(5) (6)}
Total expenses		0.53	%		0.32	%		1.09	%		0.53	%
Net expenses		0.53	%		0.32	%		1.09	%		0.53	%
Net investment income		0.93	%		2.07	%		0.52	%		2.94	%

(1)

The per Common Share data was derived by using the weighted average Common Shares outstanding during the period presented.

(2)

The amounts shown at this caption are the balancing figures derived from the other figures in the schedule. The amounts shown at this caption for a Common Share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s Common Shares in relation to fluctuating market values for the portfolio.

(3)

The per Common Share data for distributions is the actual amount of distributions paid or payable per Common Share outstanding during the entire period; distributions per Common Share are rounded to the nearest $0.01. For income tax purposes, distributions made to shareholders are reported as ordinary income, capital gains, non-taxable return of capital or a combination thereof. The tax character of distribution is determined based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under GAAP. The tax character of distribution shown above is an estimate since the exact amount cannot be determined at this point. As of ~~June~~September 30, 2023, the Company estimated distributions to be composed mostly of return of capital. The final determination of the tax character of distributions will not be made until we file our tax return.

Notes to Financial Statements

(4)

Total investment return-net asset value is a measure of the change in total value for shareholders who held the Company’s Common Shares at the beginning and end of the period, including distributions declared during the period. Total investment return-net asset value is based on (i) net asset value per share on the first day of the period, (ii) the net asset value per share on the last day of the period, plus any shares issued in connection with the reinvestment of monthly distributions and (iii) distributions payable relating to the ownership of shares, if any, on the last day of the period. The total investment return-net asset value calculation assumes that distributions are reinvested in accordance with the Company’s distribution reinvestment plan. Because there is no public market for the Company’s shares, the terminal market value per share is assumed to be equal to net asset value per share on the last day of the period presented. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company’s Common Shares. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results.

(5)

The computation of average net assets during the period is based on averaging the amount on the first day of the first month of the period and the last day of each month during the period.

(6)

The ratios-to-average net assets do not include any proportionate allocation of income and expenses incurred at the Master Fund. The Master Fund’s total expenses-to-average net assets for the ~~six~~nine months ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022, were ~~2.23%~~3.60% and ~~1.61%~~2.52%, respectively.

Note 8. Subsequent Events

Management has evaluated subsequent events through the date of issuance of these financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the financial ~~statements.~~statements, except for the one below.

On September 27, 2023 the Board of Trustees approved the Company’s liquidating distribution of $0.30 per share of common shares. The distribution was recorded on October 5, 2023 and paid in cash to the investors on October 6, 2023.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(amounts in thousands, except share and per share data, percentages and as otherwise indicated; for example, with the word “million” or otherwise)

The information contained in this item should be read in conjunction with our financial statements and related notes thereto appearing elsewhere in this Report. Unless otherwise noted, the terms “we,” “us” and “our” refer to Guggenheim Credit Income Fund 2016 T. The Term “Master Fund” refers to Guggenheim Credit Income Fund. Capitalized terms used in this Item 2 have the same meaning as in the accompanying financial statements presented in Part I. Item. I Financial Statements (Unaudited), unless otherwise defined herein.

Overview

We are a feeder fund and we are affiliated with the Master Fund, which is a specialty finance investment company that has elected to be treated as a BDC under the 1940 Act. The Master Fund is externally managed by Guggenheim, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments, determining the securities and other assets that we will purchase, retain or sell and monitoring the Master Fund’s portfolio on an ongoing basis. The Master Fund’s management discussion and analysis of financial condition and results of operations as presented in its quarterly report should be read in its entirety.

Plan of Liquidation

In accordance with the offering documents and the intention of Guggenheim Credit Income Fund 2016 T (“GCIF 2016T”) and Guggenheim Credit Income Fund 2019 (“GCIF 2019”) (together, the “Feeder Funds”) to provide substantial shareholder liquidity, the Boards of Trustees of the Master Fund and the Feeder Funds approved respective Plans of Liquidation for each company on March 30, 2021 (each, a “Liquidation Plan”). In accordance with the Liquidation Plans, the Board has declared multiple liquidating distributions which are outlined in the table below. These distributions have been substantially composed of return of capital and have decreased the net asset value of the Master Fund and Feeder Funds. As such, the value on shareholder’s investment statements has decreased as liquidating distributions have been paid.

For the Master Fund, as of ~~August~~November 9, 2023, over ~~85%~~95% of the NAV has been declared to be paid to shareholders in the form of liquidating distributions.

The table below is intended to highlight some relevant metrics associated with the Plans of Liquidation ($ in thousands).

Noted Information	GCIF (Master Fund)			GCIF 2016 T			GCIF 2019			GCIF (Master Fund)			GCIF 2016 T			GCIF 2019
Cumulative Liquidating Distributions declared per share through August 9, 2023	$	6.94		$	7.30		$	20.02
Cumulative Liquidating Distributions declared per share through November 9, 2023										$	7.23		$	7.60		$	20.86
Number of Portfolio Companies at beginning of Year		18			—			—			18			—			—
Number of Portfolio Companies at end of Period		13			—			—			10			—			—
YTD Portfolio sales and repayments ($ in thousands)	$	16,655		$	—		$	—		$	27,070		$	—		$	—
Cumulative Liquidating Distributions Declared through August 9, 2023 ($ in thousands)	$	(177,623	)	$	(118,969	)	$	(34,760	)
Percentage of December 31, 2020 NAV Declared through August 9, 2023		91.80	%		91.50	%		88.31	%
Cumulative Liquidating Distributions Declared through November 9, 2023 ($ in thousands)										$	(185,046	)	$	(123,859	)	$	(36,219	)
Percentage of December 31, 2020 NAV Declared through November 9, 2023											95.60	%		95.20	%		92.00	%
Net Assets at beginning of Year ($ in thousands)	$	61,273		$	41,115		$	12,926		$	61,273		$	41,115		$	12,926
Net Assets at end of Period ($ in thousands)	$	34,046		$	22,791		$	7,489		$	34,982		$	23,259		$	7,573
Net asset value per share at end of period	$	1.33		$	1.40		$	4.31		$	1.37		$	1.43		$	4.36

In accordance with the Liquidation Plan, the Master Fund and the Feeder Funds will remain registered as a BDC and intend to maintain their qualifications, as RICs under Subchapter M of the Code.

Investment Objectives and Investment Program

Our investment objectives are to provide our shareholders with current income, capital preservation and, to a lesser extent, long-term capital appreciation.

We intend to meet our investment objectives by investing substantially all of our equity capital in the Master Fund. The Master Fund’s investment objectives are the same as our own. Prior to the Board of Trustees’ approval of the Liquidation Plan, the Master Fund’s investment strategy was focused on creating and growing an investment portfolio that generates superior risk-adjusted returns by carefully selecting investments through rigorous due diligence and actively managing and monitoring its investment portfolio. When evaluating an investment and the related portfolio company, the Master Fund uses the resources of its advisor to develop an investment thesis and a proprietary view of a potential portfolio company’s intrinsic value. We believe the Master Fund’s flexible approach to investing allows it to take advantage of opportunities that offer favorable risk/reward characteristics.

The Master Fund primarily focused on the following range of investment types that may be available within the capital structure of portfolio companies:

●•

Senior Debt. Senior debt investments generally take a security interest in the available assets of the portfolio company, including equity interests in any of its subsidiaries. The senior debt classification includes senior secured first lien loans, senior secured second lien loans, senior secured bonds and senior unsecured debt. In some circumstances, the secured lien could be subordinated to the claims of other creditors. While there is no specific collateral associated with senior unsecured debt, such positions are senior in payment priority over subordinated debt creditors.

●•

Subordinated Debt. Subordinated debt investments are generally subordinated to senior debt investments and are generally unsecured. These investments are generally structured with interest-only payments throughout the life of the security with the principal due at maturity.

●•

Equity Investments. Preferred and/or common equity investments may be acquired alongside senior and subordinated debt investment activities or through the exercising of warrants or options attached to debt investments. Income is generated primarily through regular or sporadic dividends and realized gains on dispositions of such investments.

The Master Fund’s investment activities may vary substantially from period to period depending on many factors, including: the demand for capital from creditworthy privately owned U.S. companies, the level of merger, acquisition and refinancing activity involving private companies, the availability of credit to finance transactions, the general economic environment, the competitive investment environment for the types of investments the Master Fund currently seeks and intends to seek in the future, the amount of equity capital the Master Fund raises from the sale of its common shares to us and any other feeder funds and the amount and cost of capital that the Master Fund may borrow.

The Master Fund acquires its portfolio investments through the following investment access channels:

●•

Direct Originations: This channel consists of investments that are directly originated through Guggenheim’s relationship network. Such investments are originated and/or structured by Guggenheim and are not generally available to the broader investment market. These investments may include both debt and equity investment components.

●•

Syndicated Transactions: This channel primarily includes investments in broadly syndicated loans and high yield bonds, typically originated and arranged by investment intermediaries other than Guggenheim. These investments may be purchased at the original syndication or in the secondary through various trading markets.

On July 15, 2015, the staff of the Securities and Exchange Commission (the “SEC”) issued a no action letter to the Master Fund and Guggenheim Credit Income Fund 2016 T (the “Initial Feeder Fund”), permitting the Master Fund, the Initial Feeder Fund and any other feeder fund that may be created in the future that invests all or substantially all its assets in the Master Fund (each, an “Additional Feeder Fund” and collectively with the Initial Feeder Fund, the “Feeder Funds”) to operate in a master/feeder fund structure. More specifically, the no action letter permits:

●

~~a Feeder Fund to operate as a BDC under the 1940 Act;~~

●

~~a Feeder Fund to look through the Master Fund and treat as its assets its proportionate ownership interest in the Master Fund’s assets; and~~

●

~~the Master Fund to repurchase its shares in connection with the planned liquidation of a Feeder Fund at the end of the Feeder Fund’s finite term.~~

a Feeder Fund to operate as a BDC under the 1940 Act;

a Feeder Fund to look through the Master Fund and treat as its assets its proportionate ownership interest in the Master Fund’s assets; and

the Master Fund to repurchase its shares in connection with the planned liquidation of a Feeder Fund at the end of the Feeder Fund’s finite term.

Revenue

Dividend income from our ownership of the Master Fund’s common shares is our source of investment income. Our revenue will fluctuate with the operating performance of the Master Fund and its distributions paid to us.

Operating Expenses

Our primary operating expenses include administrative services, related party reimbursements, custodian and accounting services, independent audit services, compliance services, tax services, legal services, transfer agent services, shareholder servicing component expenses, organization expenses and offering expenses. Additionally, we indirectly bear the operating expenses of the Master Fund through our ownership of its common shares, such as an investment advisory fee, a performance-based incentive fee, independent audit services, third-party valuation services and various other professional services fees.

Results of Operations

Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022 were as follows:

	Three months ended June 30,						Six Months Ended June 30,						Three months ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022			2023			2022			2023		2022
Total investment income	$	205		$	863		$	490		$	2,320		$	—		$	693		$	490	$	3,013
Net expenses		123			157			174			308			157			154			332		462
Net investment income		82			706			316			2,012			(157	)		539			158		2,551
Net change in unrealized depreciation from investment in GCIF		(367	)		(2,138	)		(385	)		(1,933	)
Net change in unrealized appreciation (depreciation) from investment in GCIF														625			(673	)		240		(2,606	)
Net increase (decrease) in net assets resulting from operations	$	(285	)	$	(1,432	)	$	(69	)	$	79		$	468		$	(134	)	$	398	$	(55	)

Investment Income

Investment income consisted solely of distributions from the Master Fund for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022.

Operating Expenses

Operating expenses consisted of the following major components for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022:

	Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023			2022		2023		2022		2023		2022
Administrative services	$	3	$	3	$	7		$	7	$	4	$	4	$	11	$	11
Related party reimbursements		11		33		21			61		16		31		36		92
Professional services fees		24		32		—			63		26		33		25		96
Transfer agent expense		80		79		160			157		84		78		244		235
Other expenses		5		10		(14	)		20		27		8		16		28
Net expenses	$	123	$	157	$	174		$	308	$	157	$	154	$	332	$	462

Related party reimbursements are comprised of the Company’s allocable share of administrative costs and expenses incurred by Guggenheim that were reimbursable. Reimbursable costs and expenses include, but are not limited to, the Company’s share of salaries, rent, office administration, costs associated with regulatory reporting and filings and costs related to the preparation for, and conducting of, meetings of the Company’s Board. An investment advisory fee is only incurred by the Master Fund, although it is incurred indirectly by the Company through its ownership of Master Fund common shares.

Beginning on July 1, 2017, the Company incurred an additional operating expense, specifically the Shareholder Servicing Component of the DSS Fee, to reimburse the Dealer Manager of the Company’s Public Offering for costs incurred by participating broker-dealers and investment representatives for providing ongoing shareholder services. The Shareholder Servicing Component accrues daily and is recorded on the statements of operations. The Shareholder Servicing Component is computed at the daily rate of 0.000685% (i.e. annual rate of 0.25%) of the product of (i) the weighted average net price of Common Shares sold in the Public Offering, excluding DRP Shares and (ii) the number of Common Shares outstanding on each day of the recording period, excluding (a) DRP Shares and (b) Common Shares owned by the Company’s shareholders that are not receiving shareholder services from an eligible participating broker-dealer. The Shareholder Servicing Component expense is borne equally among all of the Company’s outstanding Shares as incurred.

Net Realized Gains (Losses) from Investment

For the three and ~~six~~nine months ended ~~June~~September 30, 2023, we did not incur a realized gain. During the three and ~~six~~nine months ended ~~June~~September 30, 2023, there were no distributions received from the Master Fund that were classified as long term gains.

For the three and ~~six~~nine months ended ~~June~~September 30, 2022, we did not incur a realized gain. During the three and ~~six~~nine months ended ~~June~~September 30, 2022, there were no distributions received from the Master Fund that were classified as long term gains.

Changes in Unrealized Appreciation (Depreciation) from Investment

For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the total net change in unrealized ~~depreciation~~appreciation on our investment in the Master Fund was ~~$(0.4)~~$0.6 million and ~~$(0.4)~~$0.2 million, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the total net change in unrealized depreciation on our investment in the Master Fund was ~~$(2.1)~~$(0.7) million and ~~$(1.9)~~$(2.6) million, respectively. The increase in net unrealized depreciation for the three and ~~six~~nine months ended ~~June~~September 30, 2023 was primarily due to the decrease in the Master Fund’s total assets.

Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022

For the ~~six~~nine months ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022, net cash provided by operating activities was ~~$18.0~~$17.9 million and ~~$26.3~~$39.5 million, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2023, distributions from the Maser Fund were the primary provider of cash. During the ~~six~~nine months ended ~~June~~September 30, 2022, distributions from the Maser Fund was the primary source of cash.

For the ~~six~~nine months ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022, net cash used in financing activities was $(18.3) million and ~~$(27.7)~~$(41.1) million, respectively. In 2023, shareholder distributions of $(18.3) million was the primary use of cash. In 2022, the shareholder distributions of ~~$(27.7)~~$(41.1) million were the primary use of cash.

Financial Condition, Liquidity and Capital Resources

Our primary sources of cash include (i) our shareholders’ reinvestment of their distributions, (ii) distributions, including capital gains, if any, received from our ownership of the Master Fund’s common shares, (iii) expense support payments pursuant to the Expense Support Agreement and (iv) the sale of our owned Master Fund shares in conjunction with its share repurchase program. Our primary uses of cash include (i) investment in the Master Fund’s common shares, (ii) payment of operating expenses and the DSS Fee Distribution Services Component, (iii) cash distributions to our shareholders, (iv) periodic repurchases of our Common Shares pursuant to our share repurchase program and (v) reimbursement payments for prior period expense support payments. We are not permitted to issue any senior securities, including preferred securities.

We manage our assets and liabilities such that current assets are sufficient to cover current liabilities, and excess cash, if any, is invested in the acquisition of Master Fund’s common shares.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of ~~June~~September 30, 2023 and December 31, 2022.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income, expense, gain and loss during the reporting period. We believe that the estimates and assumptions utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. Our significant accounting policies are described in Note 2. Significant Accounting Policies.

Valuation of Investments

We invest substantially all of our equity capital in the purchase of Master Fund common shares. We determine the fair value of our investment in the Master Fund as the Master Fund’s net asset value per common share (as determined by the Master Fund) multiplied by the number of Master Fund common shares that we own.

Distribution and Shareholder Servicing Fee (DSS Fee)

The purpose of the DSS Fee is to reimburse the Dealer Manager of our Public Offering for costs incurred by selected dealers and investment representatives for services related to (i) the Distribution Services Component and (ii) the Shareholder Services Component.

Beginning in the third quarter of 2017 (the first calendar quarter after the close of our Public Offering), we commenced recognition of the Shareholder Services Component as an expense on the Company’s statements of operations as the services are provided. We allocated 0.25% per annum of the average net purchase price per share sold in the Public Offering to the Shareholder Services Component. As the Distribution Services Component, representing 0.65% per annum of the average net purchase price per share sold in the Public Offering, pertains to the sale of our Common Shares, we estimate the present value of all future Distribution Services Component payments, employing a discount rate equal to the prevailing effective yield on 5-year US Treasuries as observed on December 30, 2016. We record a liability equal to the estimated present value of the Distribution Services Component, recorded as “Due to Dealer Manager” with an offsetting charge to “Paid-in-capital in excess of par value” on the statements of assets and liabilities, and recorded as a “Distribution services charge” on the statements of changes in net assets.

Beginning in the fourth quarter of 2017 (the second calendar quarter after the close of our Public Offering), we commenced quarterly payments of the DSS Fee at an annual rate of 0.90% of the average net purchase price per share sold in the Public Offering.

Contractual Obligations

Commitments

We have not entered into any agreements under which we have material future commitments that cannot otherwise be terminated within a reasonable time period.

Related Party Agreements and Transactions

Expense Support and Conditional Reimbursement Agreement

We have entered into agreements with Guggenheim whereby we agreed to (i) receive expense support payments and to conditionally reimburse it for prior period expense support payments, (ii) pay for administrative services and (iii) periodically pay DSS Fees to the Dealer Manager, an affiliate of Guggenheim. See Note 4. Related Party Agreements and Transactions for a discussion of related party agreements and expense reimbursement agreements.

Reimbursement of Guggenheim for Organization and Offering Expenses

Under the terms of the O&O Agreement, we agreed to reimburse Guggenheim for our organization and offering expenses solely in connection with the capital raise of our Public Offering (See Note 4. Related Party Agreements and Transactions). Since our Public Offering was terminated, Guggenheim is not eligible to receive any further reimbursement of offering expenses after April 28, 2017.

Reimbursement of the Administrator for Administrative Services

We reimburse the Administrator for its expenses in connection with the provision of administrative services to us. These reimbursement expenses are periodically reviewed and approved by the Independent Trustees Committee of our Board of Trustees. See Note 4. Related Party Agreements and Transactions for a summary of reimbursable expenses as related to administrative services.

Obligation to Pay the Distribution Services Component of Distribution and Shareholder Servicing Fee

The Distribution Services Component of the DSS Fee represents reimbursement to the Dealer Manager for costs incurred by participating broker-dealers and investment representatives for the distribution of our Common Shares. (See Note 2. Significant Accounting Policies - Distribution and Shareholder Servicing Fees regarding the obligation to pay the Distribution Services Component.) The DSS Fee quarterly payments will cease in the event that the Dealer Manager Agreement is terminated by us or the Dealer Manager or in the event of a liquidation.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

We are subject to financial market risks, including changes in interest rates through our investment in the Master Fund. As of ~~June~~September 30, 2023, 99.9% of the Master Fund’s debt investments ~~(98.4%~~(97.9% of total investments), or ~~$29.2~~$23.4 million measured at fair value, are subject to floating interest rates. A rise in the general level of interest rates can be expected to lead to (i) higher interest income for the Master Fund’s floating rate debt investments, (ii) value declines for fixed rate investments the Master Fund may hold and (iii) higher interest expense in connection with the Master Fund’s floating rate credit facility. To the extent that a majority of the Master Fund’s investments may be in floating rate investments, an increase in interest rates could also make it more difficult for borrowers to repay their loans, and a rise in interest rates may also make it easier for the Advisor to meet or exceed the quarterly threshold for a performance-based incentive fee as described in Note 6. Related Party Agreements and Transactions of the Master Fund’s consolidated financial statements.

Based on our investment in the Master Fund as of ~~June~~September 30, 2023, the following table presents the approximate annualized increase in value per outstanding Common Share due to (i) interest income from the Master Fund’s investment portfolio and (ii) interest expense on the Master Fund’s floating rate borrowings, directly resulting from hypothetical changes in base rate interest rates (e.g., ~~LIBOR)~~SOFR), assuming no changes in (i) the number of outstanding Common Shares, (ii) the number of outstanding Master Fund Shares and (iii) our percent ownership of Master Fund shares:

Basis Points (bps)
Increase (Decrease)
Annualized Net Increase
Net Increase
per Share

+50 bps 65 —
+100 bps 171 0.01
+150 bps 279 0.02
+200 bps 388 0.02

Basis Points (bps) Increase (Decrease)	Annualized Net Increase		Net Increase per Share
+50 bps		29		—
+100 bps		82		0.01
+150 bps		141		0.01
+200 bps		200		0.01

The Master Fund regularly measures its exposure to interest rate risk. The Master Fund assesses interest rate risk and manages its interest rate exposure on an ongoing basis by comparing its interest rate sensitive assets to its interest rate sensitive liabilities. Based on that review, the Master Fund determines whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Exchange Act, is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.

Our Chief Executive Officer and Chief Financial Officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~June~~September 30, 2023, have concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, were effective as of ~~June~~September 30, 2023 at a reasonable level of assurance.

Changes in Internal Control over Financial Reporting

During the most recent fiscal quarter, there was no change in our internal controls over financial reporting, as defined under Rule 13a-15(f) under the Exchange Act, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

As of ~~August~~November 9, 2023, we were not subject to any material legal proceedings, and, to our knowledge, there were no material legal proceedings threatened against us.

From time to time, we, or our administrator, may be a party to certain legal proceedings in the ordinary course of, or incidental to the normal course of, our business, including legal proceedings related to the enforcement of our rights under contracts with our portfolio companies. While legal proceedings, lawsuits, claims and regulatory proceedings are subject to many uncertainties and their ultimate outcomes are not predictable with assurance, the results of these proceedings are not expected to have a material adverse effect on our financial position or results of operations.

Item 1A. Risk Factors.

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2022, which could materially affect our business, financial condition and/or operating results. The risks described in our annual report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. During the ~~six~~nine months ended ~~June~~September 30, 2023, other than as set forth below, there have been no material changes from the risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2022.

Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.

Certain of our portfolio companies may be impacted by inflation. If such portfolio companies are unable pass any increases in their costs along to their customers, it could adversely affect their results and their ability to impacting their ability to pay interest and principal on our loans. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.

The Company is currently operating in a period of capital markets disruption, significant volatility and economic uncertainty.

The global capital markets are experiencing a period of disruption and instability resulting in increasing spreads between the yields realized on riskier debt securities and those realized on risk-free securities, lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector and the re-pricing of credit risk in the broadly syndicated market. Highly disruptive market conditions have resulted in increasing volatility and illiquidity in the global credit, debt and equity markets generally. The duration and ultimate effect of such market conditions cannot be accurately forecasted. Extreme uncertainty regarding economic markets is resulting in declines in the market values of potential investments and declines in the market values of investments after they are made or acquired by the Company and affecting the potential for liquidity events involving such investments or portfolio companies. During periods of market disruption, portfolio companies may be more likely to seek to draw on unfunded commitments the Company has made, and the risk of being unable to fund such commitments is heightened during such periods. Applicable accounting standards require the Company to determine the fair value of its investments as the amount that would be received in an orderly transaction between market participants at the measurement date. While most of the Company’s investments are not publicly traded, as part of the Company’s valuation process the Company considers a number of measures, including comparison to publicly traded securities. As a result, volatility in the public capital markets can adversely affect the Company’s investment valuations.

Various social and political tensions around the world, including public health emergencies (such as the spread of infectious diseases, pandemics and epidemics), may contribute to increased market volatility, may have long-term effects on the worldwide financial markets and may cause further economic uncertainties worldwide. In particular, the consequences of the conflict between Russia and Ukraine, including international sanctions, the potential impact on inflation and increased disruption to supply chains may impact portfolio companies. Such consequences also may increase the Company’s funding cost or limit its access to the capital markets.

A prolonged period of market illiquidity may cause the Company to reduce the volume of loans and debt securities originated and/or fund and adversely affect the value of the Company’s portfolio investments, which could have a material and adverse effect on the Company’s business, financial condition, results of operations and cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) None.

(b) None.

(c) The Company had implemented a share repurchase program, whereby it conducts tender offers each calendar quarter. In accordance with the Liquidation Plan, the Company’s share repurchase program has been suspended effective March 30, 2021.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			GUGGENHEIM CREDIT INCOME FUND 2016 T

Date:
~~Date:~~ ~~August~~November 9, 2023	By:	/s/ Matthew S. Bloom
			MATTHEW S. BLOOM
			Chief Executive Officer
			(Principal Executive Officer)

Date:	~~August~~November 9, 2023	By:	/s/ James Howley
			JAMES HOWLEY
			Chief Financial Officer
			(Principal Financial Officer)

c. The following exhibits are filed or incorporated as part of this Report.

3.1		Certificate of Amendment to Certificate of Trust of the Registrant. (Incorporated by reference to Exhibit 99(a)(5) filed with Pre-Effective Amendment No. 4 to Registrant’s registration statement on Form N-2 (File No. 333-198882) filed on July 17, 2015.)

3.2		Amended and Restated Declaration of Trust of the Registrant. (Incorporated by reference to Exhibit 3.2 filed with the Registrant’s Form 8-K (File No. 814-01094) filed on March 15, 2016.)

3.3		Certificate of Amendment to Certificate of Trust (Incorporated by reference to Exhibit 3.1 filed with the Registrant’s Form 8-K (File No. 814-01094) as filed October 23, 2017.)

3.4		Amended and Restated Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.3 filed with the Registrant’s Form 8-K (File No. 814-01091) filed on March 15, 2016.)

4.1		Distribution Reinvestment Plan of the Registrant. (Incorporated by reference to Exhibit (e) filed with Pre-Effective Amendment No. 3 to the Registrant’s registration statement on Form N-2 (File No. 333-198882) filed on May 4, 2015.)

10.1		Administrative Services Agreement by and between Guggenheim Credit Income Fund and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99.2 filed with Guggenheim Credit Income Fund’s Form 8-K (File No. 814-01117) on August 15, 2017.)

10.2		Amendment No 1. to Administrative Services Agreement by and between the Registrant, Guggenheim Credit Income Fund, and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 10.7 filed with Guggenheim Credit Income Fund’s Form 10-K (File No. 814-01117) filed on March 12, 2019.)

10.3		Second Amended and Restated Dealer Manager Agreement by and among the Registrant, Guggenheim Credit Income Fund and Carey Financial, LLC. (Incorporated by reference to Exhibit 10.4 filed with the Registrant’s Form 10-K (File No. 814-01094) filed on April 17, 2017.)

10.4		Form of Selected Dealer Agreement (revised Exhibit A to Second Amended and Restated Dealer Manager Agreement). (Incorporated by reference to Exhibit 10.5 filed with the Registrant’s Form 10-K (File No. 814-01094) filed on April 17, 2017.)

10.5		Assignment and Assumption Agreement for Dealer Manager Agreement by and among the Registrant, Carey Financial, LLC, and Guggenheim Funds Distributors, LLC. (Incorporated by reference to Exhibit 99.4 filed with Guggenheim Credit Income Fund’s Form 8-K (File No. 814-01117) on August 15, 2017.)

10.6		Form of Amended and Restated Expense Support and Conditional Reimbursement Agreement. (Incorporated by reference to Exhibit 99.4 filed with the Registrant’s Form 8-K (File No. 814-01094) filed on August 15, 2017.)

10.7		Form of Amended and Restated Organization and Offering Expense Reimbursement Agreement by and among the Registrant, Carey Credit Advisors, LLC and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99.3 filed with Guggenheim Credit Income Fund’s Form 8-K (File No. 814-01117) filed on August 15, 2017.)

10.8		Investment Management Agreement by and between Hamilton Finance LLC and Guggenheim Credit Income Fund. (Incorporated by reference to Exhibit 10.3 filed with Guggenheim Credit Income Fund’s Form 8-K (File No. 814-01117) filed on December 22, 2015.)

10.9		Amendment to Amended and Restated Loan Agreement and Investment Management Agreement dated as of August 24, 2017. (Incorporated by reference to Exhibit 10.13 filed with Guggenheim Credit Income Fund’s Form 10-Q (File No. 814-01117) filed on November 7, 2017

10.10		Investment Management Agreement by and between Hamilton Finance LLC and Guggenheim Credit Income Fund. (Incorporated by reference to Exhibit 10.3 filed with Guggenheim Credit Income Fund’s Form 8-K (File No. 814-01117) filed on December 22, 2015.)

10.11		Amendment to Amended and Restated Loan Agreement and Investment Management Agreement dated as of August 24, 2017. (Incorporated by reference to Exhibit 10.13 filed with Guggenheim Credit Income Fund’s Form 10-Q (File No. 814-01117) filed on November 7, 2017

14.1		Code of Ethics of the Registrant. (Incorporated by reference to Exhibit 14.1 filed with Guggenheim Credit Income Fund Form 10-Q (File No. 814-01117) filed on November 16, 2020.)

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

31.2		Certification of Chief Financial Officer of pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

99		Form 10-Q of Guggenheim Credit Income Fund for the quarterly period ended ~~June~~September 30, 2023 (Filed herewith)

Basis Points (bps) Increase (Decrease)	Annualized Net Increase		Net Increase per Share
+50 bps		65		—
+100 bps		171		0.01
+150 bps		279		0.02
+200 bps		388		0.02