10-Q 1 gcif2016tq22019form10-q.htm FORM 10-Q FOR THE QUARTERLY PERIOD ENDING JUNE 30, 2019 Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 814-01094
gciflogoa23.jpg
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) 739-0700
Securities registered pursuant to Section 12(b) of the Act: None

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
 ý   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
ý  
  
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

The number of the Registrant's common shares outstanding as of August 5, 2019 was 17,411,770.







GUGGENHEIM CREDIT INCOME FUND 2016 T
INDEX
 
 
PAGE
PART I. FINANCIAL INFORMATION
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
PART II. OTHER INFORMATION
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 
 
 



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, 2018, that was filed on March 14, 2019. 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, 2018, that was filed on March 14, 2019. 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 notes to the financial statements of the registrant 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 2016 T. All capitalized terms have the same meaning as defined in the Notes.

2


PART I. FINANCIAL STATEMENTS
Item 1. Financial Statements (Unaudited)
GUGGENHEIM CREDIT INCOME FUND 2016 T
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
(in thousands, except share and per share data)
 
June 30, 2019
 
December 31, 2018
Assets
 
 
 
Investment in Guggenheim Credit Income Fund ("GCIF") (18,748,539 shares purchased at a cost of $155,436 and 18,835,670 shares purchased at a cost of $156,091, respectively)
$
150,724

 
$
152,409

Cash
1,285

 
1,698

Receivable from related parties

 
31

Dividends receivable

 
2,189

Total assets
152,009

 
156,327

 
 
 
 
Liabilities
 
 
 
Due to Dealer Manager
$
2,361

 
$
2,907

Accounts payable, accrued expenses and other liabilities
30

 
81

Accrued professional services fees
61

 
56

Distributions payable

 
1,521

Payable to related parties
116

 
53

Total liabilities
2,568

 
4,618

 
 
 
Net Assets
$
149,441

 
$
151,709

 
 
 
 
Components of Net Assets:
 
 
 
Common Shares, $0.001 par value, 1,000,000,000 Common Shares authorized, 17,357,414 and 17,534,522 Common Shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively
$
17

 
$
18

Paid-in-capital in excess of par value
152,480

 
153,899

Accumulated earnings (loss), net of distributions (1)

(3,056
)
 
(2,208
)
Total net assets
$
149,441

 
$
151,709

Net asset value per Common Share
$
8.61

 
$
8.65

_______________________
(1)

See Unaudited Notes to Financial Statements.

3


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,
 
2019
 
2018
 
2019
 
2018
Investment Income
 
 
 
 
 
 
 
Dividends from investment in GCIF
$
3,312

 
$
3,489

 
$
5,508

 
$
5,902

Total investment income
3,312

 
3,489

 
5,508

 
5,902

 
 
 
 
 
 
 
 
Operating Expenses (1)
 
 
 
 
 
 
 
Administrative services
4

 
4

 
8

 
8

Related party reimbursements
52

 
67

 
104

 
120

Trustees fees
1

 
1

 
2

 
1

Professional services fees
31

 
36

 
69

 
68

Offering expenses

 

 

 
99

Shareholder servicing component expenses
86

 
92

 
173

 
184

Transfer agent expense
70

 
65

 
155

 
131

Other expenses
32

 
9

 
54

 
41

Total operating expenses
276

 
274

 
565

 
652

Reimbursement of expense support
65

 
168

 
122

 
272

Less: Expense support from related parties (See Note 4. Related Party Agreements and Transactions)

 
(57
)
 

 
(57
)
Net expenses
341

 
385

 
687

 
867

Net investment income
2,971

 
3,104

 
4,821

 
5,035

 
 
 

 
 
 
 
Realized and unrealized gains (losses):
 
 
 
 
 
 
 
Net realized gain from investment in GCIF
45

 

 
45

 

Long term gain distributions from investment in GCIF

 

 
849

 
882

Net realized gains from investment in GCIF
45

 

 
894

 
882

Net change in unrealized appreciation (depreciation) from investment in GCIF
(623
)
 
(614
)
 
(1,030
)
 
303

Net realized and unrealized gains (losses)
(578
)
 
(614
)
 
(136
)
 
1,185

Net increase in net assets resulting from operations
$
2,393

 
$
2,490

 
$
4,685

 
$
6,220

 
 
 
 
 
 
 
 
Per Common Share information:
 
 
 
 
 
 
 
Net investment income per Common Share outstanding - basic and diluted
$
0.17

 
$
0.18

 
$
0.27

 
$
0.29

Earnings per Common Share - basic and diluted
$
0.14

 
$
0.14

 
$
0.27

 
$
0.36

Weighted average Common Shares outstanding - basic and diluted
17,554,932

 
17,494,321

 
17,592,536

 
17,472,245

Distributions per Common Share
$
0.16

 
$
0.16

 
$
0.31

 
$
0.33

______________
(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.

4


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 Par Value
 
Accumulated Earnings (Loss), net of Distributions

 
 
 
Shares
 
Amount
 
 
 
Total
Balance at December 31, 2018
17,534,522

 
$
18

 
$
153,899

 
$
(2,208
)
 
$
151,709

Operations:
 
 
 
 
 
 
 
 
 
Net investment income

 

 

 
1,850

 
1,850

Net realized gains from investment in GCIF

 

 

 
849

 
849

Net change in unrealized depreciation from investment in GCIF

 

 

 
(407
)
 
(407
)
Net increase in net assets resulting from operations

 
$

 
$

 
$
2,292

 
$
2,292

Shareholder distributions:
 
 
 
 
 
 
 
 
 
Distributions from earnings

 

 

 
(2,661
)
 
(2,661
)
Net decrease in net assets resulting from shareholder distributions

 
$

 
$

 
$
(2,661
)
 
$
(2,661
)
Capital share transactions:
 
 
 
 
 
 
 
 
 
Common Shares issued from reinvestment of distributions
211,933

 

(1) 
1,831

 

 
1,831

Common Shares repurchased
(207,679
)
 

(1) 
(1,797
)
 

 
(1,797
)
Distribution services charge

 

 
7

 

 
7

Net increase in net assets resulting from capital share transactions
4,254

 
$

 
$
41

 
$

 
$
41

Net increase (decrease) for the period
4,254

 
$

 
$
41

 
$
(369
)
 
$
(328
)
Balance at March 31, 2019
17,538,776

 
$
18

 
$
153,940

 
$
(2,577
)
 
$
151,381

Operations:
 
 
 
 
 
 
 
 
 
Net investment income

 

 

 
2,971

 
2,971

Net realized gains from investment in GCIF

 

 

 
45

 
45

Net change in unrealized depreciation from investment in GCIF

 

 

 
(623
)
 
(623
)
Net increase in net assets resulting from operations

 
$

 
$

 
$
2,393

 
$
2,393

Shareholder distributions:
 
 
 
 
 
 
 
 
 
Distributions from earnings

 

 

 
(2,872
)
 
(2,872
)
Net decrease in net assets resulting from shareholder distributions

 
$

 
$

 
$
(2,872
)
 
$
(2,872
)
Capital share transactions:
 
 
 
 
 
 
 
 
 
Common Shares issued from reinvestment of distributions
142,234

 

(1) 
1,229

 

 
1,229

Common Shares repurchased
(323,596
)
 
(1
)
 
(2,792
)
 

 
(2,793
)
Distribution services charge

 

 
103

 

 
103

Net increase in net assets resulting from capital share transactions
(181,362
)
 
$
(1
)
 
$
(1,460
)
 
$

 
$
(1,461
)
Net decrease for the period
(181,362
)
 
$
(1
)
 
$
(1,460
)
 
$
(479
)
 
$
(1,940
)
Balance at June 30, 2019
17,357,414

 
$
17

 
$
152,480

 
$
(3,056
)
 
$
149,441

_______________________
(1)
Amount is less than $1,000.










5





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 Par Value
 
Accumulated Earnings (Loss), net of Distributions (2)

 
 
 
Shares
 
Amount
 
 
 
Total
Balance at December 31, 2017
17,401,934

 
$
17

 
$
153,325

 
$
4,114

 
$
157,456

Operations:
 
 
 
 
 
 
 
 
 
Net investment income

 

 

 
1,930

 
1,930

Net realized gains from investment in GCIF

 

 

 
882

 
882

Net change in unrealized appreciation from investment in GCIF

 

 

 
917

 
917

Net increase in net assets resulting from operations (2)

 
$

 
$

 
$
3,729

 
$
3,729

Shareholder distributions:
 
 
 
 
 
 
 
 
 
Distributions from earnings (2)

 

 

 
(2,854
)
 
(2,854
)
Net decrease in net assets resulting from shareholder distributions

 
$

 
$

 
$
(2,854
)
 
$
(2,854
)
Capital share transactions:
 
 
 
 
 
 
 
 
 
Common Shares issued from reinvestment of distributions
146,279

 

(1) 
1,329

 

 
1,329

Common Shares repurchased
(102,672
)
 

(1) 
(929
)
 

 
(929
)
Distribution services charge

 

 
(27
)
 

 
(27
)
Net increase in net assets resulting from capital share transactions
43,607

 
$

 
$
373

 
$

 
$
373

Reclassifications of permanent book tax differences

 
$

 
$
(4
)
 
$
4

 
$

Net increase for the period
43,607

 
$

 
$
369

 
$
879

 
$
1,248

Balance at March 31, 2018
17,445,541

 
$
17

 
$
153,694

 
$
4,993

 
$
158,704

Operations:
 
 
 
 
 
 
 
 
 
Net investment income

 

 

 
3,105

 
3,105

Net change in unrealized depreciation from investment in GCIF

 

 

 
(614
)
 
(614
)
Net increase in net assets resulting from operations (2)

 
$

 
$

 
$
2,491

 
$
2,491

Shareholder distributions:
 
 
 
 
 
 
 
 
 
Distributions from earnings (2)

 

 

 
(2,859
)
 
(2,859
)
Net decrease in net assets resulting from shareholder distributions

 
$

 
$

 
$
(2,859
)
 
$
(2,859
)
Capital share transactions:
 
 
 
 
 
 
 
 
 
Common Shares issued from reinvestment of distributions
146,262

 
1

 
1,324

 

 
1,325

Common Shares repurchased
(53,844
)
 

(1) 
(490
)
 

 
(490
)
Distribution services charge

 

 
(52
)
 

 
(52
)
Net increase in net assets resulting from capital share transactions
92,418

 
$
1

 
$
782

 
$

 
$
783

Net increase (decrease) for the period
92,418

 
$
1

 
$
782

 
$
(368
)
 
$
415

Balance at June 30, 2018
17,537,959

 
$
18

 
$
154,476

 
$
4,625

 
$
159,119

_______________________
(1)
Amount is less than $1,000.
(2)

See Unaudited Notes to Financial Statements.


6


GUGGENHEIM CREDIT INCOME FUND 2016 T
STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
 
Six Months Ended June 30,
 
2019
 
2018
Operating activities
 
 
 
Net increase in net assets resulting from operations
$
4,685

 
$
6,220

Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities:
 
 
 
Purchase of investment in GCIF
(1,000
)
 

Sale of investment in GCIF through GCIF's share repurchase program
1,700

 

Net realized gains from investment in GCIF
(45
)
 

Net change in unrealized (appreciation) depreciation from investment in GCIF
1,030

 
(303
)
Increase (decrease) in operating assets:
 
 
 
    Dividends receivable
2,189

 

    Receivable from related parties
31

 

    Prepaid expenses and other assets

 
99

Increase (decrease) in operating liabilities:
 
 
 
    Due to Dealer Manager
(4
)
 
(4
)
Accounts payable, accrued expenses and other liabilities
(51
)
 
21

    Accrued professional services fees
5

 
(5
)
    Payable to related parties
63

 
(561
)
Net cash provided by operating activities
8,603

 
5,467

 
 
 
 
Financing activities
 
 
 
 Repurchase of Common Shares
(4,589
)
 
(1,419
)
 Distributions paid
(3,994
)
 
(3,059
)
 Payment of DSS Fees
(433
)
 
(450
)
Net cash used in financing activities
(9,016
)
 
(4,928
)
 
 
 
 
Net increase (decrease) in cash
(413
)
 
539

Cash, beginning of period
1,698

 
1,188

Cash, end of period
$
1,285

 
$
1,727

Supplemental information and non-cash financing activities:
 
 
 
Distributions reinvested
$
3,060

 
$
2,654

Due to Dealer Manager
$
(110
)
 
$
79

See Unaudited Notes to Financial Statements.

7


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 were 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 million from the sale and issuance of Common Shares in the Public Offering. The Company may continue to acquire Master Fund common shares in a continuous series of private placement transactions with the proceeds from its distribution reinvestment program, subject to the availability of surplus cash available for investment (see Note 5. Common Shares). 
As of June 30, 2019, the Company owned 65.5% 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”).
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.
Reclassifications    
Certain prior period amounts may be reclassified to conform to the current presentation with no effect on the Company's financial condition, results of operations or cash flows.


8

Notes to Financial Statements (Unaudited)

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 distributions of long term gains 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, long term gains 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.
Organization and Offering Expenses
Organization expenses are expensed on the Company's statements of operations. 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.
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.

9

Notes to Financial Statements (Unaudited)

Federal Income Taxes
The Company has elected to be treated for federal income tax purposes, and intends to maintain its qualification, as a Regulated Investment Company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (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 31st 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 30, 2019, open U.S. Federal and state income tax years include the tax years ended September 30, 2016 through September 30, 2018. 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.
Recent Accounting Standards
Securities Exchange Commission (“SEC”) Disclosure Update and Simplification:
In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification (the "SEC Release"), amending certain disclosure requirements intended to facilitate the disclosure of information to investors and simplify compliance. The SEC Release is effective for all filings on or after November 5, 2018. The Company first adopted the SEC Release for the fiscal quarter ended March 31, 2019. The SEC Release required presentation changes to the Company's Statements of Assets and Liabilities and Statements of Changes in Net Assets. Prior to adoption, the Company presented, in accordance with previous SEC rules, accumulated earnings (loss), net of distributions, on the Statements of Assets and Liabilities, as three components: 1) accumulated undistributed (distributions in excess of) net investment income; 2) accumulated undistributed net realized gains (losses) and 3) net unrealized appreciation (depreciation) on investment and presented distributions from earnings on the Statements of Changes in Net Assets as three components: 1) distributions from net investment income; 2) distributions from net realized gains on investment and 3) distributions in excess of net investment income. In accordance with the SEC Release, accumulated earnings and distributions from earnings are shown in total on the Statements of Assets and Liabilities and Statements of Changes in Net Assets, respectively. The changes in presentation have been retrospectively applied to comparative periods presented in the financial statements.

10

Notes to Financial Statements (Unaudited)

The following table provides the reconciliation of the components of net increase in net assets from operations to conform to the current period presentation for the six months ended June 30, 2018:
 
 For the three months ended March 31, 2018

 
For the three months ended June 30, 2018

 
For the six months ended June 30, 2018
Net investment income
$
1,930

 
$
3,105

 
$
5,035

Net realized gains from investment in GCIF
882

 

 
882

Net change in unrealized appreciation from investment in GCIF
917

 
(614
)
 
303

Net increase in net assets resulting from operations
$
3,729

 
$
2,491

 
$
6,220

The following table provides the reconciliation of the components of distributions from earnings to conform to the current period presentation for the six months ended June 30, 2018:
 
Six months ended
June 30, 2018
Shareholder distributions:
 
Distribution from net investment income
$
(4,831
)
Distribution from realized gains from investment in GCIF
(882
)
Distributions from distributable earnings
$
(5,713
)
 
 
Distributions from earnings for the three months ended March 31, 2018
$
(2,854
)
Distributions from earnings for the three months ended June 30, 2018
(2,859
)
 
$
(5,713
)
The following table presents a breakout of accumulated loss, net of distributions, as of December 31, 2018:
 
As of December 31, 2018
Accumulated undistributed net investment income
$
66

Accumulated undistributed net realized gains
1,408

Net unrealized depreciation on investment from investment in GCIF
(3,682
)
Accumulated loss, net of distributions
$
(2,208
)
Note 3. Investments
Below is a summary of the Company's investment in the Master Fund, a related party:
 
 
End of Period
 
Weighted Average Shares Owned
 
 
 
 
 
% of Net
Period Ended
 
No. of Shares
 
Quarter to Date
Year to Date
 
Cost
 
Fair Value
 
Assets
June 30, 2019
 
18,748,539

 
18,927,247

18,889,937

 
$
155,436

 
$
150,724

 
100.9
%
December 31, 2018
 
18,835,670

 
18,835,670

18,835,670

 
$
156,091

 
$
152,409

 
100.5
%

11

Notes to Financial Statements (Unaudited)

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 8, 2015 through March 20, 2019, the Company acquired its investment in the Master Fund at prices ranging from $7.84 per share to $8.55 per share.
Share Repurchase Program
      The Master Fund has implemented a share repurchase program, whereby each calendar quarter it offers to repurchase up to 2.5% of the weighted average number of common shares outstanding in the prior four calendar quarters at a price estimated to be equal to its net asset value per common share as of the end of the preceding calendar quarter. The Master Fund's Board may amend, suspend or terminate the share repurchase program upon 30 days' notice.
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. Two of the Company’s executive officers, Kevin Robinson, Senior Vice President, and Brian Binder, Senior Vice President, serve as executive officers 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 the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administrative Services Agreement.
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.

12

Notes to Financial Statements (Unaudited)

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.
During the three months ended June 30, 2019, a reduction of $0.1 million of DSS Fees was booked to “Paid-in-capital in excess of par value”, $0.1 million was charged to "Shareholder servicing component expenses" and less than $0.1 million was charged to interest expense, included in other expenses, for the accretion of the present value discount. During the six months ended June 30, 2019, a reduction of $0.1 million of DSS Fees was booked to "Paid-in-capital in excess of par value", $0.2 million was charged to "Shareholder servicing component expenses", and less than $0.1 million was charged to interest expense, included in other expenses, for the accretion of the present value discount. As of June 30, 2019, the Company had recognized a liability to the Dealer Manager of $2.4 million representing (i) the present value of all future estimated payments of the Distribution Services Component amounting to $2.1 million, or $2.1 million discounted at a rate of 1.93% and (ii) the current period accrued and unpaid portion of the Distribution and Shareholder Services Component, or $0.3 million. The following table presents the timing of future payments of the estimated $2.1 million of the DSS Fee: Distribution Services Component:
 
 
June 30, 2019
 
 
Total
 
< 1 year
 
1-3 years
 
3-5 years
 
> 5 years
DSS Fee: Distribution Services Component
 
$
2,105

 
$
872

 
$
1,233

 
$

 
$

Organization and Offering Expense Reimbursement Agreement
The Company is party to an organization and offering expense reimbursement agreement, as may be amended (the "O&O Agreement"), with Guggenheim. Under the O&O Agreement the Company reimbursed Guggenheim for organization and offering expenses incurred on the Company's behalf, including, but not limited to, legal services, audit services, printer services and the registration of securities under the Securities Act. The reimbursement of organization and offering expenses was conditional on the Company's receipt of equity capital from the sale of its Common Shares. Any such reimbursement could not exceed actual expenses incurred by Guggenheim and their affiliates. The Advisors were ultimately responsible for the payment of the Company's cumulative organization and offering expenses to the extent they exceeded 1.5% of the aggregate proceeds from the sale of the Company's Common Shares, without recourse against or reimbursement by the Company. Under the terms of the O&O 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.

13

Notes to Financial Statements (Unaudited)

Expense Support and Conditional Reimbursement Agreement
The Company initially entered into an expense support and conditional reimbursement agreement with Carey Credit Advisors, LLC ("CCA"), one of the Company's prior investment advisors, and Guggenheim on July 24, 2015, as amended (the "Prior Expense Support Agreement"). According to the terms of the Prior Expense Support Agreement, CCA and Guggenheim agreed to reimburse the Company for expenses in an amount that is sufficient to ensure that no portion of the Company's distributions to shareholders will be paid from Common Share offering proceeds. CCA and Guggenheim agreed to reimburse the Company monthly for expenses in an amount equal to the difference between the Company's cumulative distributions paid to its shareholders in each month less the sum of the Company's estimated investment company taxable income and net capital gains in each month. On September 5, 2017 the Company entered into an amended and restated expense support and conditional reimbursement agreement (the "Expense Support Agreement") with Guggenheim and CCA, for a limited purpose, effective as of September 11, 2017. The amended terms of the Expense Support Agreement: (i) released CCA from all obligations to make further expense payments, (ii) terminated all of CCA's rights under the Expense Support Agreement, including any right to reimbursement for prior period expense payments made under the terms of the Prior Expense Support Agreement and (iii) permitted the Company the option to limit or reduce Guggenheim expense payments in any manner so that the Company will comply with IRC Section 851 in each of its future tax years. As a result, 100% of all CCA's prior periods' unreimbursed expense payments were classed as ineligible for future reimbursement, and going forward, Guggenheim is the sole source of expense payments and solely eligible for reimbursement of prior periods' expense payments.
Pursuant to the Expense Support Agreement, the Company has a conditional obligation to reimburse Guggenheim for any amounts funded by Guggenheim under this arrangement or the Prior Expense Support Agreement if (and only to the extent that), 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.
The Company or Guggenheim may terminate the Expense Support Agreement at any time. 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 specific amount of Guggenheim's expense payment obligation is determined at the end of each month. Upon termination of the Expense Support Agreement by Guggenheim, it 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 by either party. There can be no assurance that the Expense Support Agreement will remain in effect or that Guggenheim will reimburse any portion of the Company's expenses in future months.

14

Notes to Financial Statements (Unaudited)

The table below presents a summary of unreimbursed monthly expenses supported by Guggenheim:
Month Ended
Expense Support from CCA and Guggenheim
CCA Waiver of Expense Support Reimbursement
Expense Support Reimbursement
Unreimbursed Expense Support
Minimum of 1.75% and Annualized Fiscal Year to Date Other Operating Expense Ratio (1)
Annualized Regular Cash Distribution Rate/Share, Declared (2)
Eligible for Reimbursement through
February 2017
258

(129
)
(79
)
50

0.64%
0.64480

February 29, 2020
March 2017
348

(174
)
(174
)

0.64%
0.64480

March 31, 2020
April 2017
179

(89
)

90

0.64%
0.63700

April 30, 2020
May 2017
254

(127
)

127

0.64%
0.63076

May 31, 2020
June 2017
315

(158
)

157

0.64%
0.63076

June 30, 2020
April 2018
57



57

0.43%
0.67571

April 30, 2021
Total



$
481

 
 
 
______________________
(1)
Other operating expenses include all expenses borne by the Company excluding organization and offering costs, a management fee, a performance-based incentive fee, financing fees and costs and interest expense.
(2)
"Annualized Regular Cash Distribution Rate/Share, Declared" equals the annualized rate of average weekly or monthly distributions per Share that were declared with record dates in the subject month immediately prior to the date the expense support payment obligation was incurred by CCA and Guggenheim. Regular cash distributions do not include declared special cash or share distributions, if any. Regular distributions are grossed up to disregard the expense impact of the DSS Fees on the statement of operations.

Summary of Related Party Transactions for the Three and Six Months Ended June 30, 2019 and June 30, 2018
The following table presents the related party fees, expenses, and transactions for the three and six months ended June 30, 2019 and June 30, 2018; 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:
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
Related Party (1)
Source Agreement & Description
 
2019
 
2018
 
2019
 
2018
 
Related Party Expenses:
 
 
 
 
 
 
 
 
Guggenheim
Administrative Services Agreement - expense reimbursement
 
$
52

 
$
67

 
$
104

 
$
120

Guggenheim
Expense Support Agreement - expense support reimbursement
 
65

 
168

 
122

 
272

 
Related Party Income:
 
 
 
 
 
 
 
 
Guggenheim
Expense Support Agreement - expense support from related parties
 

 
57

 

 
57

____________________
(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 Manger" balance see Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies.
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 30, 2019, management believes that the risk of incurring any losses for such indemnification is remote.

15

Notes to Financial Statements (Unaudited)

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 months ended June 30, 2019 and (b) the period commencing on July 24, 2015 (inception) through June 30, 2019:
 
Six Months Ended
 
Inception through
 
June 30, 2019
 
June 30, 2019
 
Shares
 
Amount
 
Shares
 
Amount
Gross proceeds from Public Offering

 
$

 
16,970,408

 
$
164,194

Commissions paid outside escrow

 

 

 
(1,924
)
Dealer Manager fees and commissions

 

 

 
(7,462
)
Net proceeds to the Company from Public Offering

 

 
16,970,408

 
154,808

Reinvestment of shareholders' distributions
354,167

 
3,060

 
1,672,254

 
15,056

Net proceeds from all issuance of Common Shares
354,167

 
$
3,060

 
18,642,662

 
$
169,864

Average net proceeds per Common Share
$8.64
 
$9.11
Repurchase of Common Shares
The following table is a summary of the quarterly share repurchase programs completed during the two years ended June 30, 2019:
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)
2019:
 
 
 
 
 
 
 
 
 
 
 
 
March 8, 2019
 
438,164

 
207,679

 
$
1,797

 
$
8.65

 
47.4
%
 
1.18
%
June 5, 2019
 
439,278

 
323,596

 
2,792

 
8.63

 
73.7
%
 
1.84
%
Total
 
877,442

 
531,275

 
$
4,589

 
 
 
60.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2018:
 
 
 
 
 
 
 
 
 
 
 
 
March 14, 2018
 
417,473

 
102,672

 
$
929

 
$
9.05

 
24.6
%
 
0.61
%
June 6, 2018
 
435,337

 
53,844

 
490

 
9.10

 
12.4
%
 
0.31
%
September 5, 2018
 
436,451

 
129,420

 
1,174

 
9.07

 
29.7
%
 
0.74
%
December 6, 2018
 
437,336

 
159,421

 
1,438

 
9.02

 
36.5
%
 
0.91
%
Total
 
1,726,597

 
445,357

 
$
4,031

 
 
 
25.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017:
 
 
 
 
 
 
 
 
 
 
 
 
September 20, 2017
 
307,448

 
119,167

 
$
1,088

 
$
9.13

 
38.8
%
 
0.97
%
December 20, 2017
 
373,463

 
153,087

 
1,395

 
9.11

 
41.0
%
 
1.02
%
Total
 
680,911

 
272,254

 
$
2,483

 
 
 
40.0
%
 
 
________________
(1)
Weighted average shares is based on the weighted average number of common shares outstanding in the prior four calendar quarters.

16

Notes to Financial Statements (Unaudited)

Note 6. Distributions
Declared distributions are paid monthly. The following table summarizes the distributions that the Company declared on its Common Shares during the six months ended June 30, 2019 and June 30, 2018:
Record Date
 
Payment Date
 
Distribution Per Common Share at Record Date
 
Distribution Per Common Share at Payment Date
 
Distribution Amount
For Fiscal Year 2019
 
 
 
 
 
 
 
 
January 7, 14, 21, 28
 
January 30
 
$
0.01258

 
$
0.05032

 
$
883

February 4, 11, 18, 25
 
February 27
 
0.01258

 
0.05032

 
889

March 4, 11, 18, 25
 
March 27
 
0.01258

 
0.05032

 
889

April 1, 8, 15, 22, 29
 
May 1
 
0.01258

 
0.06290

 
1,103

May 6, 13, 20, 27
 
May 29
 
0.01258

 
0.05032

 
885

June 3, 10, 17, 24
 
June 26
 
0.01258

 
0.05032

 
884

 
 
 
 
 
 
$
0.31450

 
$
5,533

For Fiscal Year 2018
 
 
 
 
 
 
 
 
January 30
 
January 31
 
$
0.05453

 
$
0.05453

 
$
949

February 27
 
February 28
 
0.05453

 
0.05453

 
951

March 27
 
March 28
 
0.05453

 
0.05453

 
954

April 24
 
April 25
 
0.05453

 
0.05453

 
951

May 29
 
May 30
 
0.05453

 
0.05453

 
954

June 26
 
June 27
 
0.05453

 
0.05453

 
954

 
 
 
 
 
 
$
0.32718

 
$
5,713



17

Notes to Financial Statements (Unaudited)

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 months ended June 30, 2019 and June 30, 2018:
 
Six Months Ended June 30,
 
2019
 
2018
PER COMMON SHARE OPERATING PERFORMANCE
 
 
 
Net asset value, beginning of period
$
8.65

 
$
9.05

Net investment income (1)
0.27

 
0.29

Long term gain distributions from investment in GCIF (1)
0.05

 
0.05

Net unrealized appreciation (depreciation) from investment in GCIF (2)
(0.05
)
 
0.01

Net increase resulting from operations
0.27

 
0.35

Distributions to common shareholders
 
 
 
Distributions from net investment income (3)
(0.27
)
 
(0.28
)
Distributions from realized gains on investment (3)
(0.04
)
 
(0.05
)
Net decrease resulting from distributions
(0.31
)
 
(0.33
)
Net asset value, end of period
$
8.61

 
$
9.07

 
 
 
 
INVESTMENT RETURNS
 
 
 
Total investment return-net asset value (4)
3.19
%
 
3.94
%
 
 
 
 
RATIOS/SUPPLEMENTAL DATA
 
 
 
Net assets, end of period
$
149,441

 
$
159,119

Average net assets (5)
$
151,775

 
$
158,620

Common Shares outstanding, end of period
17,357,414

 
17,537,959

Weighted average Common Shares outstanding
17,592,536

 
17,472,245

Ratios-to-average net assets:(5) (6)
 
 
 
   Total expenses
0.37
%
 
0.41
%
Effect of expense reimbursement to Advisors
0.08
%
 
0.14
%
   Net expenses
0.45
%
 
0.55
%
   Net investment income
3.18
%
 
3.17
%
_____________________
(1)
The per Common Share data was derived by using the weighted average Common Shares outstanding during the period presented.
(2)
The amount shown at this caption is the balancing figure derived from the other figures in the schedule. The amount 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 30, 2019, the Company estimated distributions to be composed of either ordinary income or capital gains. The final determination of the tax character of distributions will not be made until we file our tax return.


18

Notes to Financial Statements (Unaudited)

(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, terminal market value per share is assumed to be equal to the 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. Ratios-to-average net assets, expressed as a percentage, are not annualized.
(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 months ended June 30, 2019 and June 30, 2018, were 3.84% and 3.71%, 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.

19


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
(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 1. 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, analyzing and conducting due diligence on prospective 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.
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. The Master Fund's investment strategy is 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 focuses 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 and priority over subordinated debt investments.
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.

20


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.
Revenue
Dividend income from our ownership of the Master Fund's common share 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 months ended June 30, 2019 and June 30, 2018 were as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Total investment income
$
3,312

 
$
3,489

 
$
5,508

 
$
5,902

Net expenses
341

 
385

 
687

 
867

Net investment income
2,971

 
3,104

 
4,821

 
5,035

Net realized gain from investment in GCIF
45

 

 
45

 

Long term gain distributions from investment in GCIF

 

 
849

 
882

Net change in unrealized appreciation (depreciation) from investment in GCIF
(623
)
 
(614
)
 
(1,030
)
 
303

Net increase in net assets resulting from operations
$
2,393

 
$
2,490

 
$
4,685

 
$
6,220

Investment Income
Investment income consisted solely of distributions from the Master Fund for the three and six months ended June 30, 2019 and June 30, 2018.

21


Operating Expenses
Operating expenses consisted of the following major components for the three and six months ended June 30, 2019 and June 30, 2018:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Administrative services
$
4

 
$
4

 
$
8

 
$
8

Related party reimbursements
52

 
67

 
104

 
120

Trustees fees
1

 
1

 
2

 
1

Professional services fees
31

 
36

 
69

 
68

Offering expenses

 

 

 
99

Shareholder servicing component expenses
86

 
92

 
173

 
184

Transfer agent expense
70

 
65

 
155

 
131

Other expenses
32

 
9

 
54

 
41

Total operating expenses
276

 
274

 
565

 
652

Reimbursement of expense support
65

 
168

 
122

 
272

Less: Expense support from related parties

 
(57
)
 

 
(57
)
Net expenses
$
341

 
$
385

 
$
687

 
$
867

Related party reimbursements are comprised of the Company's allocable share of administrative costs and expenses incurred by CCA or 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 statement 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 from Investment
During the three and six months ended June 30, 2019, we had net realized gains of less than $0.1 million and less than $0.1 million, respectively, as a result of our sale of Master Fund Shares. During the three and six months ended June 30, 2018, we did not sell any shares of the Master Fund, therefore we did not incur any realized gains or losses on our investment.
During the three and six months ended June 30, 2019, $0.0 million and $0.8 million, respectively, of distributions received from the Master Fund was classified as a long term gain distribution.
During the three and six months ended June 30, 2018, $0.0 million and $0.9 million, respectively, of distributions received from the Master Fund was classified as a long term gain distribution.
Changes in Unrealized Appreciation (Depreciation) from Investment
For the three and six months ended June 30, 2019, the total net change in unrealized depreciation on our investment in the Master Fund was $(0.6) million and $(1.0) million, respectively.
For the three and six months ended June 30, 2018 the total net change in unrealized appreciation (depreciation) on our investment in the Master Fund was $(0.6) million and $0.3 million, respectively.

22


Cash Flows for the Six Months Ended June 30, 2019 and June 30, 2018
For the six months ended June 30, 2019 and June 30, 2018 net cash provided by operating activities was $8.6 million and $5.5 million, respectively. In 2019 and 2018, distributions from the Master Fund were the primary provider of cash.
For the six months ended June 30, 2019, net cash used in financing activities was ($9.0) million which primarily consisted of cash outflows for repurchase of common shares of $(4.6) million to shareholders and payment of distributions of $(4.0) million. For the six months ended June 30, 2018, net cash used in financing activities was $(4.9) million during the which primarily consisted of cash outflows for distributions of $(3.1) million to shareholders.
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 periodic share repurchase programs. Our primary uses of cash include (i) investment in Master Fund common shares, (ii) payment of operating expenses and the DSS Fee Distribution Services Component, (iii) cash distributions to our shareholders (iv) repurchases of our Common Shares pursuant to our periodic share repurchase programs 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 common shares.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of June 30, 2019 and June 30, 2018.
Critical Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. ("GAAP") 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 and expense 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 statement 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.

23





The table below reconciles the change in the Due to Dealer Manager from January 1, 2019 to June 30, 2019 and from January 1, 2018 to June 30, 2018:
 
2019
 
2018
Balance as of January 1,
$
2,907

 
$
3,618

Accretion of discount (1)
29

 
34

Incremental charge (reduction) to paid-in-capital (2)
(110
)
 
79

Shareholder services component
173

 
184

DSS fee payments
(638
)
 
(672
)
Balance as of June 30,
$
2,361

 
$
3,243

______________________
(1)
As the present value discount of the Distribution Services Component is accreted, it is recorded as interest expense and included in other expenses on the statement of operations.
(2)
Incremental charge or reduction to paid-in-capital is the result of incremental equity share sales and/or changes in assumptions employed in estimating future cash payments.
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.
Obligations to Pay Distributions
Our Board of Trustees has declared distributions on Common Shares that are payable to shareholders of record after June 30, 2019. The declared distribution rates per Share for the period after June 30, 2019 are summarized as follows:
2019 Record Dates
 
2019 Payment Dates
 
Distribution per Share per Record Date
 
Distribution per Share per Payment Date
July 1, 8, 15, 22, 29
 
July 31
 
$
0.01258

 
$
0.06290

August 5, 12, 19, 26
 
August 28
 
0.01258

 
0.05032

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 CCA and Guggenheim for Organization and Offering Expenses    
Under the terms of the O&O Agreement, we agreed to reimburse CCA and 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, CCA and Guggenheim are 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.

24





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. The table below presents the expected schedule of future payments of the Distribution Services Component of the DSS Fee:
 
 
June 30, 2019
 
 
Total
 
< 1 year
 
1-3 years
 
3-5 years
 
> 5 years
DSS Fee: Distribution Services Component
 
$
2,105

 
$
872

 
$
1,233

 
$

 
$

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 30, 2019, 93.1% of the Master Fund's debt investments (89.7% of total investments), or $337.6 million measured at fair value, are subject to floating interest rates. The Master Fund's sole credit facility is also subject to changes in its 3-Month London Interbank Offered Rate (LIBOR) base rate. 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 4. Related Party Agreements and Transactions of the Master Fund's consolidated financial statements.
Based on our investment position in the Master Fund as of June 30, 2019, 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), 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)
 
Net Increase
 Increase
 
per Share
 +50 bps
 
$
0.03

 +100 bps
 
0.07

 +150 bps
 
0.10

 +200 bps
 
0.14

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 a going 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.

25





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 30, 2019, have concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, were effective as of June 30, 2019 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.
At August 5, 2019, 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.
As of June 30, 2019, there have been no material changes from the risk factors set forth in our annual report on Form 10-K dated and filed with the SEC on March 14, 2019.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) None.
(b) None.
(c) The following table provides information concerning our repurchases of Common Shares pursuant to our share repurchase program during the quarter ended June 30, 2019.
Period
 
Total Number of Shares Purchased
 
Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
April 1, 2019 to April 30, 2019
 

 

 

 

May 1, 2019 to May 31, 2019
 

 

 

 

June 1, 2019 to June 30, 2019
 
323,596

 
8.63

 
323,596

 

Total
 
323,596

 
 
 
323,596

 

_____________________
(1)    The maximum number of Shares available for repurchase on June 19, 2019 was 439,278. A description of the maximum number of Shares that may be repurchased under our share repurchase program is set forth in Note 5. Common Shares to our unaudited financial statements included herein.

26





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.

27





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:
August 9, 2019
By:
/s/ Matthew S. Bloom
 
 
 
MATTHEW S. BLOOM
 
 
 
Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 
 
Date:
August 9, 2019
By:
/s/ Brian S. Williams        
 
 
 
BRIAN S. WILLIAMS
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial Officer)



28





The following exhibits are filed or incorporated as part of this Report.
3.1

 
 
 
 
3.2

  
 
 
3.3

  
 
 
 
3.4

 
 
 
 
4.1

 
 
 
 
10.1

  
 
 
 
10.2

  
 
 
10.3

 
 
 
 
10.4

 
 
 
 
10.5

 
 
 
 
10.6

 
 
 
 
10.7

 
 
 
 
10.8

 
 
 
 
10.9

 
 
 
 
14.1

 

 
 
 
31.1

  
 
 
 
31.2

  
 
 
 

29







30