UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 20172019
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 814-01094
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GUGGENHEIM CREDIT INCOME FUND 2016 T
Formerly CAREY 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 codecode: (212) 739-0700
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
NoneN/AN/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. YesýNo¨
IndicateIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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 definitiondefinitions 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 Do not check if smaller reporting company
  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
¨

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  ¨ Noý
The number of the Registrant's common shares outstanding as of November 1, 20172019 was 17,456,860.17,157,367.


GUGGENHEIM CREDIT INCOME FUND 2016 T
INDEX
  PAGE
PART I. FINANCIAL INFORMATION
   
Item 1.
Financial Statements (unaudited)(Unaudited)
 
   
 
Statements of Assets and Liabilities as of September 30, 20172019 and December 31, 20162018
3
   
 
Statements of Operations for the three and nine months ended September 30, 20172019 and 20162018
4
   
 
Statements of Changes in Net Assets for the nine months ended September 30, 20172019 and 20162018
5
   
 
Statements of Cash Flows for the nine months ended September 30, 20172019 and 20162018
67
   
 
Notes to Financial Statements
78
   
Item 2.
Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations
1720
   
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
2125
   
Item 4.
Controls and Procedures
2326
   
PART II. OTHER INFORMATION
   
Item 1.
Legal Proceedings
2326
   
Item 1A.
Risk Factors
2326
   
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
2326
   
Item 5.
Other Information
2426
   
Item 6.
Exhibits
2427
   
Signatures
2528
   
Exhibit Index
2629


Forward-Looking StatementsFORWARD-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 Iof 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,"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;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 the MasterGuggenheim 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, 2016,2018, that was filed on April 17, 2017.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 risks and uncertainties, we caution you are cautioned not to place undue reliance on these forward-lookingsuch statements, as a prediction of future results, 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 this Report,unanticipated events or changes to future operating results over time unless noted otherwise. Except as may beotherwise required by federal securities laws and the rules and regulations of the SEC, we do not undertake to revise or update any forward-looking statements.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, 2016,2018, that was filed on April 17, 2017.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)(Unaudited).
Unless otherwise noted, the terms "we," "us," "our,"“we,” “us,” “our” and the "Company" refer to Guggenheim Credit Income Fund 2016 T, formerly known as Carey Credit Income Fund 2016 T. All capitalized terms have the same meaning as defined in the Notes.


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)(Unaudited)
GUGGENHEIM CREDIT INCOME FUND 2016 T
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
(in thousands, except share and per share amounts)data)
September 30, 2017 December 31, 2016September 30, 2019 December 31, 2018
Assets      
Investment in Guggenheim Credit Income Fund (18,835,670 shares purchased at a cost of $156,091 and 13,104,774 shares purchased at a cost of $107,184, respectively)$161,126
 $111,030
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)$147,887
 $152,409
Cash1,003
 1,313
1,547
 1,698
Due from Advisors—
 598
Deferred offering costs345
 854
Other assets—
 4
Receivable from related parties—
 31
Dividends receivable727
 2,189
Total assets162,474
 113,799
150,161
 156,327
      
Liabilities      
Due to Dealer Manager2,117
 2,907
Accounts payable, accrued expenses and other liabilities$35
 $87
42
 81
Accrued professional services fees191
 42
73
 56
Due to Advisors43
 24
Accrued offering expenses—
 193
Due to Dealer Manager3,705
 2,300
Distributions payable1,098
 1,521
Payable to related parties193
 53
Total liabilities3,974
 2,646
3,523
 4,618
Commitments and contingencies (Note 4. Related party agreements and transactions)
   
Commitments and contingencies (Note 4. Related Party Agreements and Transactions)
   
Net Assets$158,500
 $111,153
$146,638
 $151,709
      
Components of Net Assets:      
Common Shares, $0.001 par value, 1,000,000,000 Common Shares authorized, 17,407,514 and 12,205,783 Common Shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively$17
 $12
Common Shares, $0.001 par value, 1,000,000,000 Common Shares authorized, 17,455,826 and 17,534,522 Common Shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively$17
 $18
Paid-in-capital in excess of par value155,084
 107,638
153,344
 153,899
Distributions in excess of net investment income(1,682) (343)
Net unrealized appreciation on investment5,035
 3,846
Accumulated undistributed net realized gain46
 —
Accumulated earnings (loss), net of distributions (1)
(6,723) (2,208)
Total net assets$158,500
 $111,153
$146,638
 $151,709
Net asset value per Common Share$9.11
 $9.11
$8.40
 $8.65
_______________________
(1)
See Note 2. Significant Accounting Policies.

See Unaudited Notes to Financial Statements.


GUGGENHEIM CREDIT INCOME FUND 2016 T
STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except share and per share amounts)data)
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 20162019 2018 2019 2018
Investment Income              
Dividends from investment in Guggenheim Credit Income Fund$2,968
 $1,539
 $6,773
 $1,626
Dividends from investment in GCIF$2,571
 $3,604
 $8,079
 $9,506
Total investment income2,968
 1,539
 6,773
 1,626
2,571
 3,604
 8,079
 9,506
              
Operating Expenses (1)
              
Administrative services4
 4
 12
 12
4
 4
 12
 11
Related party reimbursements81
 61
 265
 220
56
 41
 160
 161
Trustees fees1
 3
 2
 3
1
 1
 3
 2
Professional services fees9
 53
 263
 130
23
 37
 92
 105
Offering expenses371
 137
 1,247
 181
Organization expenses—
 —
 —
 94
Printing and mailing expenses(1) 18
 23
 40
Shareholder servicing component expenses97
 —
 97
 —
Offering costs—
 —
 —
 99
Shareholder servicing expenses85
 94
 258
 278
DSS fee discount amortization7
 15
 35
 48
Transfer agent expense71
 66
 226
 197
Other expenses46
 11
 133
 22
15
 12
 41
 20
Total operating expenses608
 287
 2,042
 702
262
 270
 827
 921
Reimbursement of expense support44
 —
 44
 —
72
 95
 194
 367
Less: Expense support to (from) related parties (See Note 4. Related Party Agreements and Transactions)
(2) 261
 (1,783) (623)
Less: Expense support from related parties (See Note 4. Related Party Agreements and Transactions)
—
 —
 —
 (57)
Net expenses650
 548
 303
 79
334
 365
 1,021
 1,231
Net investment income2,318
 991
 6,470
 1,547
2,237
 3,239
 7,058
 8,275
         
    
Realized and unrealized gain:       
Net realized gain on investment Guggenheim Credit Income Fund46
 —
 46
 —
Net change in unrealized appreciation on investment94
 1,422
 1,189
 2,086
Net realized and unrealized gains140
 1,422
 1,235
 2,086
Net increase in net assets resulting from operations$2,458
 $2,413
 $7,705
 $3,633
Realized and unrealized gains (losses):       
Net realized gain from redemption of investment in GCIF—
 —
 45
 —
Long term gain (loss) distributions from investment in GCIF—
 (5) 849
 877
Net realized gains (losses) from investment in GCIF—
 (5) 894
 877
Net change in unrealized depreciation from investment in GCIF(2,837) (1,175) (3,867) (872)
Net realized and unrealized gains (losses)(2,837) (1,180) (2,973) 5
Net increase (decrease) in net assets resulting from operations$(600) $2,059
 $4,085
 $8,280
              
Per Common Share information:              
Net investment income per Common Share outstanding - basic and diluted$0.13
 $0.14
 $0.39
 $0.41
$0.13
 $0.18
 $0.40
 $0.47
Earnings per Common Share - basic and diluted$0.14
 $0.35
 $0.47
 $0.97
Earnings (loss) per Common Share - basic and diluted$(0.03) $0.12
 $0.23
 $0.47
Weighted average Common Shares outstanding - basic and diluted17,432,402
 6,956,110
 16,443,891
 3,752,921
17,410,326
 17,573,072
 17,531,132
 17,506,224
Distributions per Common Share$0.16
 $0.16
 $0.48
 $0.49
$0.18
 $0.16
 $0.49
 $0.49
______________
(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 amounts)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, 201817,534,522
 $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 distributions211,933
 —
(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 transactions4,254
 —
 41
 —
 41
Net increase (decrease) for the period4,254
 —
 41
 (369) (328)
Balance at March 31, 201917,538,776
 $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 distributions142,234
 —
(1) 
1,229
 —
 1,229
Common Shares repurchased(323,596) (1) (2,792) —
 (2,793)
Distribution services charge—
 —
 103
 —
 103
Net decrease 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, 201917,357,414
 $17
 $152,480
 $(3,056) $149,441
Operations:         
Net investment income—
 —
 —
 2,237
 2,237
Net change in unrealized depreciation from investment in GCIF—
 —
 —
 (2,837) (2,837)
Net decrease in net assets resulting from operations—
 —
 —
 (600) (600)
Shareholder distributions:         
Distributions from earnings—
 —
 —
 (3,067) (3,067)
Net decrease in net assets resulting from shareholder distributions—
 —
 —
 (3,067) (3,067)
Capital share transactions:         
Common Shares issued from reinvestment of distributions98,412
 —
(1) 
838
 —
 838
Distribution services charge—
 —
 26
 —
 26
Net increase in net assets resulting from capital share transactions98,412
 —
 864
 —
 864
Net increase (decrease) for the period98,412
 —
 864
 (3,667) (2,803)
Balance at September 30, 201917,455,826
 $17
 $153,344
 $(6,723) $146,638





GUGGENHEIM CREDIT INCOME FUND 2016 T
STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
(in thousands, except share and per share data)
 Nine Months Ended September 30,
 2017 2016
Operations:   
Net investment income$6,470
 $1,547
Net realized gain on investment46
 —
Net change in unrealized appreciation1,189
 2,086
Net increase in net assets resulting from operations7,705
 3,633
Shareholder distributions:   
Distributions from net investment income(6,470) (1,547)
Distributions in excess of net investment income(1,340) (272)
Net decrease in net assets from shareholder distributions(7,810) (1,819)
Capital share transactions:   
Issuance of Common Shares46,390
 76,071
Reinvestment of shareholders distributions3,732
 910
Repurchase of Common Shares(1,417) (5)
Distribution services charge(1,253) —
Net increase in net assets resulting from capital share transactions47,452
 76,976
Total increase in net assets47,347
 78,790
Net assets at beginning of period111,153
 2,161
Net assets at end of period$158,500
 $80,951
    
Capital share activity:   
Common Shares outstanding at the beginning of the period12,205,783
 248,877
Common Shares issued from subscriptions4,951,760
 8,520,476
Common Shares issued from reinvestment of distributions404,899
 100,738
Common Shares repurchased(154,928) (600)
Common Shares outstanding at the end of the period17,407,514
 8,869,491
Distribution in excess of net investment income at end of period$(1,682) $(273)
 Common Shares Paid-in-Capital in Excess of Par Value 
Accumulated Earnings (Loss), net of Distributions (2)
  
 Shares Amount   Total
Balance at December 31, 201717,401,934
 $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 distributions146,279
 —
(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 transactions43,607
 —
 373
 —
 373
Reclassifications of permanent book tax differences—
 —
 (4) 4
 —
Net increase for the period43,607
 —
 369
 879
 1,248
Balance at March 31, 201817,445,541
 $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 distributions146,262
 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 transactions92,418
 1
 782
 —
 783
Net increase (decrease) for the period92,418
 1
 782
 (368) 415
Balance at June 30, 201817,537,959
 $18
 $154,476
 $4,625
 $159,119
Operations:         
Net investment income—
 —
 —
 3,240
 3,240
Net realized loss from investment in GCIF—
 —
 —
 (5) (5)
Net change in unrealized depreciation from investment in GCIF—
 —
 —
 (1,175) (1,175)
Net increase in net assets resulting from operations (2)
—
 —
 —
 2,060
 2,060
Shareholder distributions:         
Distributions from earnings (2)
—
 —
 —
 (2,802) (2,802)
Net decrease in net assets resulting from shareholder distributions—
 —
 —
 (2,802) (2,802)
Capital share transactions:         
Common Shares issued from reinvestment of distributions141,403
 —
 1,277
 —
 1,277
Common Shares repurchased(129,421) —
 (1,174) —
 (1,174)
Distribution services charge—
 —
 (94) —
 (94)
Net increase in net assets resulting from capital share transactions11,982
 —
 9
 —
 9
Net increase (decrease) for the period11,982
 —
 9
 (742) (733)
Balance at September 30, 201817,549,941
 $18
 $154,485
 $3,883
 $158,386
_______________________
(1)Amount is less than $1,000.
(2)
See Note 2. Significant Accounting Policies.
See Unaudited Notes to Financial Statements.


GUGGENHEIM CREDIT INCOME FUND 2016 T
STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
Nine Months Ended September 30,Nine Months Ended September 30,
2017 20162019 2018
Operating activities      
Net increase in net assets resulting from operations$7,705
 $3,633
$4,085
 $8,280
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:   
Purchase of investments in Guggenheim Credit Income Fund(49,417) (75,661)
Sale of investments in Guggenheim Credit Income Fund556
 —
Net realized gain on investment(46) —
Net change in unrealized appreciation on investment(1,189) (2,086)
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 program1,700
 —
Net realized gains from investment in GCIF(45) —
Net change in unrealized depreciation from investment in GCIF3,867
 872
(Increase) decrease in operating assets:      
Due from Advisors598
 —
Deferred offering costs509
 (646)
Dividend income receivable—
 33
Other assets4
 —
Receivable from related parties31
 38
Dividends receivable1,462
 —
Prepaid expenses and other assets—
 99
Increase (decrease) in operating liabilities:      
Due to Dealer Manager(13) (5)
Accounts payable, accrued expenses and other liabilities(52) 28
(39) (15)
Accrued professional services fees149
 19
17
 10
Due to Advisors19
 452
Accrued offering expenses(193) 172
Due to Dealer Manager152
 —
Net cash used in operating activities(41,205) (74,056)
Payable to related parties140
 (617)
Net cash provided by operating activities10,205
 8,662
      
Financing activities      
Issuance of Common Shares$46,390
 $76,071
Distributions paid(4,078) (909)(5,125) (4,584)
Repurchase of Common Shares(1,417) (5)(4,590) (2,593)
Net cash provided by financing activities40,895
 75,157
Payment of DSS Fees(641) (673)
Net cash used in financing activities(10,356) (7,850)
      
Net increase (decrease) in cash(310) 1,101
(151) 812
Cash, beginning of period1,313
 41
1,698
 1,188
Cash, end of period$1,003
 $1,142
$1,547
 $2,000
Supplemental information and non-cash financing activities:      
Distributions reinvested$3,732
 $910
$3,898
 $3,931
Due to Dealer Manager$1,253
 $—
$(136) $3,113
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 has 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.
From inception through September 10, 2017, theThe Master Fund wasis externally managed by Carey Credit Advisors, LLC ("CCA") and 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. On August 10, 2017, CCA resigned as the Master Fund's investment advisor and administrator, and the Master Fund's Board of Trustees ("Master Fund's Board") selected Guggenheim to perform the Master Fund's investment advisory and administrative responsibilities, both events concurrently effective on September 11, 2017. As of September 30, 2017, Guggenheim serves as investment advisor pursuant to an interim investment advisory agreement which commenced on September 11, 2017. The Master Fund's Board set a shareholder meeting date of October 20, 2017 and a record date of August 25, 2017 for Master Fund shareholders to consider the approval of a new investment advisory agreement between Guggenheim and the Master Fund.
Between July 24, 2015 and April 28, 2017, the Company was offeringoffered and sellingsold 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 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 September 30, 2017,2019, the Company owned 64.6%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 have beenmay 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.


Notes to Financial Statements (Unaudited)

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 to realizedbetween 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, the 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.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
Beginning in the fourth quarter of 2017 (the second calendar quarter after the close of the Company's Public Offering), the Company will commence quarterly paymentsThe purpose of the distribution and shareholder servicing fee (the "DSS("DSS Fee") at an annual rate of 0.90% of the average net purchase price per share sold in the Public Offering. The purpose of the 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 has allocated 0.25% per annum of the average net purchase price per share sold in the Public Offering to thisthe 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 recorded as a "Distribution services charge" on the statements of changes in net assets.
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 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.
Notes to Financial Statements (Unaudited)

During the three and nine months ended September 30, 2017, $0.1 million and $1.3 million, respectively, of DSS Fees were charged to “Paid-in-capital in excess of par value”, $0.1 million and $0.1 million, respectively were charged to "Shareholder servicing component expenses" and less than $0.1 million and $0.1 million, respectively, were charged to interest expense, included in other expenses, for the accretion of the present value discount. As of September 30, 2017, the Company had recognized a liability to the Dealer Manager of $3.7 million, representing (i) the present value of all future payments of the Distribution Services Component, or $3.7 million discounted at a rate of 1.93% and (ii) the current period accrued portion of the Shareholder Services Component, or $0.1 million. The following table presents the timing of future payments of the estimated $3.7 million of the DSS Fee: Distribution Services Component (in thousands):
  September 30, 2017
  Total < 1 year 1-3 years 3-5 years > 5 years
DSS Fee: Distribution Services Component $3,747
 $1,014
 $1,684
 $1,049
 $—
Earnings per Common Share
Earnings per Common Share is calculated based upon the weighted average number of Common Shares outstanding during the reporting period.
Distributions to the Company's Shareholders
DistributionsDeclared 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 September 30, 2019, open U.S. Federal and state income tax years include the tax years ended September 30, 2016 through September 30, 2019. 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 and 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 nine months ended September 30, 2018:
  For the three months ended March 31, 2018 For the three months ended June 30, 2018 For the three months ended September 30, 2018 For the nine months ended September 30, 2018
Net investment income$1,930
 $3,105
 $3,240
 $8,275
Net realized gains (losses) from investment in GCIF882
 —
 (5) 877
Net change in unrealized appreciation (depreciation) from investment in GCIF917
 (614) (1,175) (872)
Net increase in net assets resulting from operations$3,729
 $2,491
 $2,060
 $8,280
The following table provides the reconciliation of the components of distributions from earnings to conform to the current period presentation for the nine months ended September 30, 2018:
 Nine Months Ended September 30, 2018
Shareholder distributions: 
Distribution from net investment income$(7,638)
Distribution from net realized gains from investment in GCIF(877)
Distributions from earnings$(8,515)
  
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)
Distributions from earnings for the three months ended September 30, 2018(2,802)
 $(8,515)
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$66
Accumulated undistributed net realized gains1,408
Net unrealized depreciation on investment from investment in GCIF(3,682)
Accumulated loss, net of distributions$(2,208)
Note 3. Investments
Below is a summary of the Company's investment in the Master Fund, a related party (in thousands):
Investment As of: No. of Shares 
Weighted Average Shares Owned (1)
 Cost Fair Value % of Net Assets
Guggenheim Credit Income Fund September 30, 2017 18,836
 17,582
 $156,091
 $161,126
 101.7%
Guggenheim Credit Income Fund December 31, 2016 13,105
 5,860
 $107,184
 $111,030
 99.9%
  End of Period Weighted Average Shares Owned     % of Net
Period Ended No. of Shares Quarter to DateYear to Date Cost Fair Value Assets
September 30, 2019 18,748,539
 18,748,539
18,842,287
 $155,436
 $147,887
 100.9%
December 31, 2018 18,835,670
 18,835,670
18,835,670
 $156,091
 $152,409
 100.5%
___________________
(1)
"Weighted average shares owned" of the Master Fund is computed as the weighted average shares owned from January 1st of the year noted to the corresponding as of date.
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.Fund common shares. No sale,
Notes to Financial Statements (Unaudited)

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
OfThe Company has entered into agreements with Guggenheim whereby the Company’s executive officers, Kevin Robinson, Senior Vice President,Company agrees to (i) receive expense support payments, (ii) reimburse certain expenses of, and Dina DiLorenzo, Senior Vice President, serve as executive officersto 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.
The Company has entered into agreements with Guggenheim whereby Two of the Company agrees to (i) receive expense support paymentsCompany’s executive officers, Kevin Robinson, Senior Vice President, and (ii) reimburse certain expensesBrian Binder, Senior Vice President, serve as executive officers of and to pay for, administrative, expense support, organization and offerings costs incurred by Guggenheim on the Company's behalf. The Company has also approved an assignment and assumption agreement with respect to the Dealer Manager Agreement. Pursuant to the assigned Dealer Manager Agreement, GFD receives DSS Fees payments from the Company and distributes collected DSS Fees to eligible selected dealers that have elected to receive DSS Fees.Guggenheim.
Administrative Services Agreement
Prior to September 11, 2017, theThe Company wasis party to an amended and restated administrative services agreement with CCAGuggenheim (the "Prior Administrative"Administrative Services Agreement") whereby CCAGuggenheim, serving as the administrator (the "Administrator"), has agreed to provide administrative services, to the Company, including office facilities and equipment and clerical, bookkeeping and record-keeping services. More specifically, CCA, serving as the administrator (the "Prior Administrator"), performedAdministrator performs and oversawoversees 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 Prior Administrator assistedassists 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 reimbursedreimburses the Prior Administrator the allocable portion of overhead and other expenses incurred by the Prior Administrator in performing its obligations under the Prior Administrative Services Agreement. On September 5, 2017 the Company entered into an administrative services agreement with Guggenheim (the "Administrative Services Agreement") whereby Guggenheim, serving as the administrator (the "Administrator") agreed to provide administrative services, similar to those previously provided by CCA, commencing on September 11, 2017.
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 the Guggenheim upon not less than 120 days' written notice to the Company. Unless earlier terminated, the Administrative Services Agreement will remain in effect year to yearfor two years, and thereafter shall continue automatically for successive one-year periods if approved annually by a majority of the Company's Board of Trustees and the Company's Independent Trustees.Master Fund's independent trustees.

12
Notes to Financial Statements (Unaudited)

Dealer Manager Agreement
On July 17, 2015, theThe Company initially entered into the Dealeris party to a dealer manager agreement with GFD (the "Dealer Manager Agreement with Carey Financial, LLC ("Carey Financial"Agreement") and the Master Fund. On August 10, 2017, Carey Financial assigned the Dealer Manager Agreement to GFD and the assignment and assumption agreement was approved by the Company's Board.. 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 calendercalendar 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 will initiatecommenced quarterly payments of the DSS Fee payments to reimburse GFD for costs incurred by selected dealers and investment representatives for providing distribution and shareholder services.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 quarterly paymentsis 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 into pay the event thatDSS 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 Agreement is terminatedfor underwriting, underwriting compensation and shareholder servicing paid directly by the shareholders and the Company or GFD.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 September 30, 2019, a reduction of less than $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 nine months ended September 30, 2019, a reduction of $0.1 million of DSS Fees was booked to "Paid-in-capital in excess of par value", $0.3 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 September 30, 2019, the Company had recognized a liability to the Dealer Manager of $2.1 million representing (i) the present value of all future estimated payments of the Distribution Services Component amounting to $1.9 million, or $1.8 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 $1.9 million of the DSS Fee: Distribution Services Component:
  September 30, 2019
  Total < 1 year 1-3 years 3-5 years > 5 years
DSS Fee: Distribution Services Component $1,853
 $860
 $993
 $—
 $—
Organization and Offering Expense Reimbursement Agreement
On August 17, 2015, theThe Company initially entered intois party to an organization and offering expense reimbursement agreement, as may be amended (the "O&O Agreement"), with CCA and Guggenheim. Under the O&O Agreement the Company reimbursed
Notes to Financial Statements (Unaudited)

CCA and Guggenheim for organization and offering costsexpenses 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 CCA and 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 exceedexceeded 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 no longernot obligated to reimburse CCA and 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 CCACarey Credit Advisors, LLC ("CCA"), one of the Company's prior investment advisors, and Guggenheim executed 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) releasereleased CCA from all obligations to make further expense payments, (ii) terminateterminated 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) permitpermitted the Company the option to limit or reduce the reimbursement of expensesGuggenheim 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 support payments were classed as ineligible for future reimbursement, and going forward, Guggenheim is the sole source of expense support payments and solely eligible for reimbursement of prior periods' expense support 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 support 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 support payment from Guggenheim was made (provided, however, that this clause (B) will not apply to any reimbursement payment which relates to an expense support payment from the AdvisorsGuggenheim made during the same fiscal year); and (ii) the Company will not reimburse Guggenheim for expense support 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 support 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, a performance-based incentive fee,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 agreementInvestment 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 supportpayment obligation is determined at the end of each month. Upon termination of the Expense Support Agreement by Guggenheim, they areit 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 such agreementthe 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 allunreimbursed monthly expenses supported by CCA and Guggenheim, the waived amounts in connection with CCA's termination of its rights to reimbursement of its expense support payment, and the associated dates through which such expenses are eligible for reimbursement by the Company (in thousands, except per share amounts):Guggenheim:
Month Ended
Expense Support from CCA and Guggenheim(3)
CCA Waiver of Expense Support ReimbursementExpense Support ReimbursementUnreimbursed Expense Support
Ratio of Other Operating Expenses to Average Net Assets for the Period (1)
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
July 2015$11
$—
$(11)$—
NMNM$—
July 31, 2018
August 201532
(14)(18)—
NMNM$0.33436
August 31, 2018
September 201530
(15)—
15
NMNM$0.66872
September 30, 2018
October 201530
(15)—
15
135.82%1.75%$0.66872
October 31, 2018
November 201533
(16)—
17
9.29%1.75%$0.66872
November 30, 2018
December 2015(19)10
—
(9)0.47%1.75%$0.66872
December 31, 2018
January 201644
(22)—
22
0.97%1.75%$0.66872
January 31, 2019
February 201656
(28)—
28
0.52%1.75%$0.66872
February 28, 2019
March 201673
(37)—
36
0.72%1.75%$0.64792
March 31, 2019
April 2016164
(82)—
82
0.20%1.75%$0.65520
April 30, 2019
May 2016267
(133)—
134
0.15%1.75%$0.65520
May 31, 2019
June 2016280
(140)—
140
0.12%1.75%$0.65520
June 30, 2019
July 2016330
(165)—
165
0.10%1.75%$0.65520
July 31, 2019
August 201680
(40)—
40
0.08%1.75%$0.65520
August 31, 2019
September 2016(670)335
—
(335)0.06%1.65%$0.65520
September 30, 2019
October 2016507
(254)—
253
0.05%1.43%$0.65520
October 31, 2019
November 2016693
(347)—
346
0.04%1.25%$0.65520
November 30, 2019
December 2016254
(127)—
127
0.03%1.10%$0.64480
December 31, 2019
January 2017424
(212)—
212
0.06%0.66%$0.64480
January 31, 2020
February 2017260
(130)—
130
0.05%0.60%$0.64480
February 28, 2020
March 2017348
(174)—
174
0.06%0.65%$0.64480
March 31, 2020
April 2017178
(89)—
89
0.04%0.61%$0.63700
April 30, 2020
May 2017254
(127)(15)112
0.04%0.58%$0.63076
May 31, 2020
June 2017316
(158)—
158
0.13%0.75%$0.63076
June 30, 2020
July 2017—
—
—
—
0.07%0.76%$0.63076
July 31, 2020
August 2017—
—
—
—
0.07%0.77%$0.63076
August 31, 2020
September 20172
—
—
2
0.01%0.70%$0.63076
September 31, 2020
Total$3,977
$(1,980)$(44)$1,953
    
Month EndedExpense Support from CCA and GuggenheimCCA Waiver of Expense Support ReimbursementExpense Support ReimbursementUnreimbursed 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
$(129)$(129)$—
0.64%$0.64480
February 29, 2020
March 2017348
(174)(174)—
0.64%0.64480
March 31, 2020
April 2017179
(89)(21)69
0.64%0.63700
April 30, 2020
May 2017254
(127)—
127
0.64%0.63076
May 31, 2020
June 2017315
(158)—
157
0.64%0.63076
June 30, 2020
April 201857
—
—
57
0.43%0.67571
April 30, 2021
Total


$410
   
______________________
(1)Other operating expenses include all expenses borne by the Company excluding organization and offering costs, an investment advisorya management fee, a performance-based incentive fee, financing fees and costs and interest expense. "NM" means not measurable in these months due to the absence of a positive value for Average Net Assets.
(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 expensesexpense support payment obligation was incurred by CCA and Guggenheim. Regular cash distributions do not include declared special cash or share distributions, if any.
(3)In December 2015 and September 2016, CCA and Guggenheim's year-to-date Regular distributions are grossed up to disregard the expense support obligation was reduced after adjusting forimpact of the Master Fund's periodic distributions toDSS Fees on the Company and a decrease in estimated professional services fees in those same months.statement of operations.

Summary of Related Party Transactions for the Three and Nine Months Ended September 30, 20172019 and 2016September 30, 2018
The following table presents the related party fees, expenses and transactions for the three and nine months ended September 30, 20172019 and 2016;September 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:
Notes to Financial Statements (Unaudited)

   Three Months Ended September 30, Nine Months Ended September 30,
Related Party (1)
Source Agreement & Description 2019 2018 2019 2018
 Related Party Expenses:        
GuggenheimAdministrative Services Agreement - expense reimbursement $56
 $41
 $160
 $161
GuggenheimExpense Support Agreement - expense support reimbursement 72
 95
 194
 367
 Related Party Income:        
GuggenheimExpense Support Agreement - expense support from related parties —
 —
 —
 57
____________________
    Three Months Ended September 30, Nine Months Ended September 30,
Related Party Source Agreement & Description 2017 2016 2017 2016
CCA Prior Administrative Services Agreement - expense reimbursement $64
 $61
 $250
 $220
Guggenheim Administrative Services Agreement - expense reimbursement $15
 $—
 $15
 $—
Carey Financial Dealer Manager Agreement - sales commissions and dealer manager fees $—
 $1,579
 $2,311
 $3,520
Dealer Manager Dealer Manager Agreement - DSS Fee (Distribution Services Component only) $80
 $—
 $1,308
 $—
Dealer Manager Dealer Manager Agreement - DSS Fee (Shareholder Services Component) $97
 $—
 $97
 $—
CCA & Guggenheim O&O Agreement - organization expenses reimbursements $—
 $—
 $—
 $94
CCA & Guggenheim O&O Agreement - offering expenses reimbursements $—
 $474
 $738
 $827
CCA & Guggenheim Prior Expense Support Agreements - net expense support (to) from related parties $(13) $(261) $1,768
 $623
Guggenheim Expense Support Agreement - expense reimbursement to related parties $29
 $—
 $29
 $—
(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 seeManagement's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies.
Indemnification
The Administrative Services Agreement provides certain indemnification to the Administrator,Guggenheim, its directors, officers, persons associated with the Administrator,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 the Dealer Manager,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 September 30, 2017,2019, 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. For the nine months ended September 30, 2017, the public offering price of the Company's Common Shares ranged from a low of $9.90 per Common Share to a high of $9.95 per Common Share when the Public Offering was terminated on April 28, 2017. For the nine months ended September 30, 2016, the public offering price of the Company's Common Shares ranged from a low of $9.25 per Common Share to a high of $9.80 per Common Share. The Company's Public Offering was terminated on April 28, 2017.
The following table summarizes (i) the total Common Shares issued before share repurchase activity, and proceeds received in connection with the Company's Public Offering and (ii) reinvestment of distributions for (i)(a) the nine months ended September 30, 20172019 and (ii)(b) the period commencing on July 24, 2015 (inception) and endingthrough September 30, 2017 (in thousands, except share and per share amounts):2019:
  Nine Months Ended September 30, 2017 Inception through September 30, 2017
 Shares Amount Shares Amount
Gross proceeds from Public Offering4,951,760
 $49,197
 16,970,404
 $164,194
Commissions paid outside escrow—
 (496) —
 (1,924)
Dealer Manager fees and commissions—
 (2,311) —
 (7,462)
Net proceeds to the Company from Public Offering4,951,760
 46,390
 16,970,404
 154,808
Reinvestment of distributions404,899
 3,732
 592,638
 5,450
Net proceeds from all issuance of Common Shares5,356,659
 $50,122
 17,563,042
 $160,258
Average net proceeds per Common Share$9.36 $9.12
Notes to Financial Statements (Unaudited)

 Nine Months Ended Inception through
 September 30, 2019 September 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' distributions452,579
 3,898
 1,770,666
 15,894
Net proceeds from all issuance of Common Shares452,579
 $3,898
 18,741,074
 $170,702
Average net proceeds per Common Share$8.61 $9.11
Repurchase of Common Shares
The following table is a summary of the quarterly share repurchasesrepurchase programs completed during the nine monthstwo years ended September 30, 2017 (dollars in thousands):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%
October 11, 2019
(2) 
—
 —
 —
 —
 —% —%
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:            
December 20, 2017 373,463
 153,087
 $1,395
 $9.11
 41.0% 1.02%
Total 373,463
 153,087
 $1,395
   41.0%  
Tender Offer Termination Date Total Number of Shares Offered to Repurchase Total Number of Shares Repurchased Total Consideration No. of Shares Repurchased / Total Offer Price Paid per Share
2017:          
March 3, 2017 136,060
 9,718
 $90
 7.1% $9.29
June 19, 2017 221,543
 26,043
 $239
 11.8% $9.17
September 20, 2017 307,448
 119,167
 $1,088
 38.8% $9.13
Total 665,051
 154,928
 $1,417
 23.3% 
Note 6. Distributions
The Company's Board declared distributions for 3 and 13 record dates, respectively, for the three months ended September 30, 2017 and 2016. Declared distributions are paid monthly. The total and the sources of declared distributions on a GAAP basis for the three months ended September 30, 2017 and 2016 are presented in the table below (in thousands, except per share amounts).
  Three Months Ended September 30,
  2017 2016
  Per Share Amount Allocation Per Share Amount Allocation
Total Declared Distributions $0.16
 $2,748
 100.0% $0.16
 $1,129
 100.0%
From net investment income 0.13
 2,318
 84.4% 0.14
 991
 87.8%
Distributions in excess of net investment income 0.03
 430
 15.6% 0.02
 138
 12.2%
The Company's Board declared distributions for 29 and 39 record dates, respectively, for the nine months ended September 30, 2017 and 2016. Declared distributions are paid monthly. The total and the sources of declared distributions on a GAAP basis for the nine months ended September 30, 2017 and 2016 are presented in the table below (in thousands, except per share amounts).
  Nine Months Ended September 30,
  2017 2016
  Per Share Amount Allocation Per Share Amount Allocation
Total Declared Distributions $0.48
 $7,810
 100.0% $0.49
 $1,819
 100.0%
From net investment income 0.39
 6,470
 82.8% 0.41
 1,547
 85.0%
Distributions in excess of net investment income 0.09
 1,340
 17.2% 0.08
 272
 15.0%
Note 7. Earnings Per Common Share
The following information sets forth the computation of basic and diluted net increase in net assets resulting from operations (________________i.e., earnings per Common Share) for the three and nine months ended September 30, 2017 and 2016 (in thousands, except share and per share data): 
  Three Months Ended September 30, Nine Months Ended September 30,
  2017 2016 2017 2016
Net increase in net assets resulting from operations $2,458
 $2,413
 $7,705
 $3,633
Weighted average Common Shares outstanding - basic and diluted 17,432,402
 6,956,110
 16,443,891
 3,752,921
Earnings per Common Share - basic and diluted (1)
 $0.14
 $0.35
 $0.47
 $0.97
______________________
(1)Earnings per Common Share, both basic and diluted, were equivalentWeighted average shares is based on the weighted average number of common shares outstanding in all periods because there were no outstanding Common Share equivalents.the prior four calendar quarters.
(2)
See Note 8. Subsequent Events to our unaudited financial statements for details on tender offer filed on August 1, 2019.



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 nine months ended September 30, 2019 and September 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
July 1, 8, 15, 22, 29 July 29 0.01258
 0.06290
 1,092
August 5, 12, 19, 26 August 28 0.01258
 0.05032
 877
September 2, 9, 16, 23, 30 October 2 0.01258
 0.06290
 1,098
      $0.49062
 $8,600
For Fiscal Year 2018        
January 30 January 31 $0.05453
 $0.05453
 $949
February 27 February 28 0.05453
 0.05453
 952
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
July 31 August 1 0.05453
 0.05453
 956
August 28 August 29 0.05453
 0.05453
 959
September 4, 11, 18, 25 September 26 0.01258
 0.05032
 886
      $0.48656
 $8,515


17
Notes to Financial Statements (Unaudited)

Note 8.7. 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 nine months ended September 30, 2017 2019and 2016:September 30, 2018:
Nine Months Ended September 30,Nine Months Ended September 30,
2017 20162019 2018
PER COMMON SHARE OPERATING PERFORMANCE      
Net asset value, beginning of period$9.11
 $8.68
$8.65
 $9.05
Net investment income (1)
0.39
 0.41
0.40
 0.47
Net unrealized gains (2)
0.10
 0.47
Long term gain distributions from investment in GCIF (1)
0.05
 0.05
Net unrealized depreciation from investment in GCIF (2)
(0.22) (0.06)
Net increase resulting from operations0.49
 0.88
0.23
 0.46
Distributions to common shareholders      
Distributions from net investment income (3)
(0.39) (0.41)(0.40) (0.44)
Distributions from realized gains on investment (3)
(0.09) (0.05)
Distributions in excess of net investment income (3)
(0.09) (0.08)—
 —
Distributions from earnings (3)
(0.49) (0.49)
Net decrease resulting from distributions(0.48) (0.49)(0.49) (0.49)
Capital Share Transactions      
Issuance of Common Shares above net asset value (4)
0.07
 0.06
Distribution services charge (9)
(0.08) —
Net increase (decrease) in net assets resulting from Capital Share transactions(0.01) 0.06
Distribution services charge (7)
0.01
 —
Net increase in net assets resulting from Capital Share transactions0.01
 —
Net asset value, end of period$9.11
 $9.13
$8.40
 $9.02
      
INVESTMENT RETURNS      
Total investment return-net price (5)
2.74 % 10.63 %
Total Investment return-net asset value(6)
5.27 % 11.06 %
Total investment return-net asset value (4)
2.79% 5.23%
      
RATIOS/SUPPLEMENTAL DATA (all amounts in thousands except share amounts and ratios)   
RATIOS/SUPPLEMENTAL DATA   
Net assets, end of period$158,500
 $80,951
$146,638
 $158,386
Average net assets (7)
$148,236
 $34,440
Average net assets (5)
$150,704
 $158,709
Common Shares outstanding, end of period17,407,514
 8,869,491
17,455,826
 17,549,941
Weighted average Common Shares outstanding16,443,891
 3,752,921
17,531,132
 17,506,224
Ratios-to-average net assets:(7)(8)
   
Ratios-to-average net assets: (5) (6)
   
Total expenses1.38 % 2.04 %0.55% 0.58%
Effect of expense reimbursement from Advisors(1.17)% (1.81)%
Effect of expense reimbursement to Advisors0.13% 0.20%
Net expenses0.21 % 0.23 %0.68% 0.78%
Net investment income4.36 % 4.49 %4.68% 5.21%
_____________________
(1)The per Common Share data was derived by using the weighted average Common Shares outstanding during the period.period presented.
(2)The amountamounts shown at this caption isare the balancing figurefigures derived from the other figures in the schedule. The amountamounts 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.
(4) 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 continuous issuancetax character of Common Sharesdistribution is determined based on taxable income calculated in accordance with income tax regulations which may causediffer from amounts determined under GAAP. The tax character of distribution shown above is an incremental increase in net asset value per Share due toestimate since the saleexact amount cannot be determined at this point. As of Shares at the then prevailing public offering price and the receipt of net proceeds per share bySeptember 30, 2019, the Company in excessestimated distributions to be composed of net asset value per Share on each subscription closing date.either ordinary income or capital gains. The per share data was derived by computing (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share transaction date times (B) the differences between the net proceeds per share and the net asset value per share on each share transaction date, divided by (ii) the total shares outstanding at the endfinal determination of the period.tax character of distributions will not be made until we file our tax return.


18
Notes to Financial Statements (Unaudited)

(5)Total investment return-net price is a measure of total return for shareholders, assuming the purchase of the Company’s Common Shares at the beginning of the period and the reinvestment of all distributions declared during the period. More specifically, total investment return-net price is based on (i) the purchase of Common Shares at the net offering price on the first day of the period, (ii) the sale at the net asset value per Common Share on the last day of the period, of (A) purchased Common Shares plus (B) any Common Shares issued in connection with the reinvestment of distributions, and (iii) distributions payable relating to the ownership of Common Shares, if any, on the last day of the period. The total investment return-net price calculation assumes that (i) cash distributions are reinvested in accordance with the Company’s distribution reinvestment plan and (ii) the Common Shares issued pursuant to the distribution reinvestment plan are issued at the then net offering price per Common Share on each distribution payment date. Since there is no public market for the Company’s Common Shares, then the terminal sales price per Common Share is assumed to be equal to net asset value per Common Share on the last day of the period presented. Total investment return-net price is not annualized. 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.
(6)(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 (i) monthly cash distributions are reinvested in accordance with the Company’s distribution reinvestment plan and (ii) the shares issued pursuant to the distribution reinvestment plan are issued at the then current public offering price, net of sales load, on each monthly distribution payment date. Sinceplan. 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. Total investment return-net asset value is not annualized. 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.
(7)(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.
(8)(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 nine months ended September 30, 2019 and September 30, 2018, were 5.85% and 5.46%, respectively.
(9)(7)The per share impact of the distribution services component of the DSS Fee is calculated as the amount of the incrementaladjustment to distribution services component of the DSS Fee charged to “Paid-in-capital in excess of par value” divided by common shares outstanding at the end of the period.
Note 9.8. Subsequent Events
On October 20, 2017, a new investment advisory agreement betweenManagement has evaluated subsequent events through the Master Funddate of issuance of these financial statements and Guggenheim was approved by a majority (as such term is definedhas determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the 1940 Act)financial statements, other than the one discussed below.
The Company filed a tender offer to purchase up to 439,656 Shares on August 1, 2019. After the tender offer expiration date of October 11, 2019, the Company determined to accept for purchase 396,895 shares, which represents 90.3% of total shares offered for repurchase. As of October 24, 2019, the Company accepted for payment all of the votes cast by shareholders. The new investment advisory agreement replaced the Interim Investment Advisory Agreement effective asShares that were validly tendered and not withdrawn at a price of October 20, 2017.


$8.37 per Share, for an aggregate purchase price of $3.3 million.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.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,""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.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 investments, analyzing investment opportunities, structuring investments, determining the securities and other assets that we will purchase, retain or sell and monitoring ourthe 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 ourits investment portfolio. When evaluating an investment and the related portfolio company, the Master Fund uses the resources of Guggenheimits 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. TheseThe senior debt classifications includeclassification 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 creditors.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.

The Master Fund acquires its portfolio investments through the following investment access channels:
Direct Originations: The Master Fund sourcesThis channel consists of investments that are directly originated investments through theGuggenheim's relationship networks of Guggenheim.network. Such investments are originated and/or structured for the Master Fund or made by the Master FundGuggenheim and are not generally available to the broader investment market. These investments may include both debt and equity investment components.
Primary IssuanceSyndicated Transactions: The Master Fund also participatesThis channel primarily includes investments in private placement transactions that are made available to,broadly syndicated loans and become closely held by, a relatively small group of institutional investors. These transactions arehigh yield bonds, typically originated and arranged by other investment intermediaries other than Guggenheim.
Secondary Market Transactions: In certain circumstances These investments may be purchased at the Master Fund will also investoriginal syndication or in broadly syndicated loans, high yield credit markets, and other investments that are generally owned by a wide range of investors and made availablethe secondary through various trading markets.
RevenuesRevenue
We generate revenues primarily in the form of dividendDividend income derived from our ownership of the Master Fund's common shares.share is our source of investment income. Our revenuesrevenue 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, fees, 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.
Public Offering Wrap-up
Our Public Offering commenced on July 24, 2015 and closed on April 28, 2017. Over the course of the 21-month offering period, we raised $164.2 million in gross proceeds, resulting in net proceeds of $154.8 million for investment in the Master Fund. At the commencement of the Public Offering, the initial public offer price was $9.55 per Share ($9.00 net price per Share after sales load); at the last subscription closing before the conclusion of the Public Offering, the public offering price was $9.95 per Share ($9.38 net price per Share after sale load). As of September 30, 2017, we have invested $156.1 million in the Master Fund, including the proceeds from our distribution reinvestment program.
We reimbursed CCA and Guggenheim for organization and offering expenses equivalent to 1.3% of gross proceeds of $164.2 million, or $2.1 million, throughout the life of the Public Offering.
With the completion of the Public Offering, the DSS Fee payments will commence in the fourth quarter of 2017 as follows: over each twelve month period the DSS Fee payment may not exceed $1.4 million, or 0.9% of $154.8 million in net proceeds from our Public Offering of Common Shares. The total of all DSS Fee payments over our remaining life will not exceed $5.8 million, or 3.6% of the gross proceeds from our Public Offering.
Results of Operations
Operating results for the three and nine months ended September 30, 20172019 and 2016September 30, 2018 were as follows (in thousands):follows:
For The Three Months Ended September 30, For The Nine Months Ended September 30,Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 20162019 2018 2019 2018
Total investment income$2,968
 $1,539
 $6,773
 $1,626
$2,571
 $3,604
 $8,079
 $9,506
Net expenses650
 548
 303
 79
334
 365
 1,021
 1,231
Net investment income2,318
 991
 6,470
 1,547
2,237
 3,239
 7,058
 8,275
Net realized gain on investment

46
 —
 46
 —
Net change in unrealized appreciation on investment94
 1,422
 1,189
 2,086
Net increase in net assets resulting from operations$2,458
 $2,413
 $7,705
 $3,633
Net realized gain from investment in GCIF—
 —
 45
 —
Long term gain (loss) distributions from investment in GCIF—
 (5) 849
 877
Net change in unrealized depreciation from investment in GCIF(2,837) (1,175) (3,867) (872)
Net increase (decrease) in net assets resulting from operations$(600) $2,059
 $4,085
 $8,280
Investment Income
Investment income consisted solely of distributions from the Master Fund for the three and nine months ended September 30, 20172019 and 2016, respectively.September 30, 2018.

Operating Expenses
Operating expenses consisted of the following major components for the three and nine months ended September 30, 20172019 and 2016 (in thousands):

September 30, 2018:
For The Three Months Ended September 30, For The Nine Months Ended September 30,Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 20162019 2018 2019 2018
Administrative services$4
 $4
 $12
 $12
$4
 $4
 $12
 $11
Related party reimbursements81
 61
 265
 220
56
 41
 160
 161
Trustees fees1
 3
 2
 3
1
 1
 3
 2
Professional services fees9
 53
 263
 130
23
 37
 92
 105
Offering expenses371
 137
 1,247
 181
—
 —
 —
 99
Organization expenses—
 —
 —
 94
Printing and mailing expenses(1) 18
 23
 40
Shareholder servicing component expenses97
 —
 97
 —
85
 94
 258
 278
DSS fee discount amortization7
 15
 35
 48
Transfer agent expense71
 66
 226
 197
Other expenses46
 11
 133
 22
15
 12
 41
 20
Total operating expenses608
 287
 2,042
 702
262
 270
 827
 921
Reimbursement of expense support44
 —
 44
 —
72
 95
 194
 367
Less: Expense support to (from) related parties(2) 261
 (1,783) (623)
Less: Expense support from related parties—
 —
 —
 (57)
Net expenses$650
 $548
 $303
 $79
$334
 $365
 $1,021
 $1,231
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.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 will accrueaccrues daily and will beis recorded on the statementstatements of operations. The Shareholder Servicing Component will beis 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. This operatingThe Shareholder Servicing Component expense when incurred, will beis borne equally among all of the Company's outstanding Shares.Shares as incurred.
Beginning in the fourth quarter of 2017, the Company will initiate quarterly DSS Fee payments to reimburse the Dealer Manager for costs incurred by participating broker-dealers and investment representatives for providing distribution and shareholder services. The DSS Fee quarterly payments will cease in the event that the Dealer Manager Agreement is terminated by the Company or the Dealer Manager.
Net Realized Gain (Loss) onGains from Investment
ForDuring the three and nine months ended September 30, 2017,2019, we had net realized gains of less than $0.1$0.0 million and less than $0.1 million, respectively, as a result of our sale of Master Fund Shares.
For During the three and nine months ended September 30, 2016,2018, we did not sell any shares of the Master Fund, therefore we incurred nodid not incur any realized gains or losses on our investment.
During the three and nine months ended September 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 nine months ended September 30, 2018, less than $0.1 million and $0.9 million, respectively, of distributions received from the Master Fund was classified as a long term gain distribution.
Changes in Unrealized AppreciationonDepreciation from Investment
For the three and nine months ended September 30, 2017,2019, the total net change in unrealized appreciationdepreciation on our investment in the Master Fund was $0.1$(2.8) million and $1.2$(3.9) million, respectively.
For the three and nine months ended September 30, 2016,2018 the total net change in unrealized appreciationdepreciation on our investment in the Master Fund was $1.4$(1.2) million and $2.1 million,$(0.9), respectively.

Cash Flows for the Nine Months Ended September 30, 20172019 and 2016September 30, 2018
For the nine months ended September 30, 2019 and September 30, 2018 net cash provided by operating activities was$10.2 million and $8.7 million, respectively. In 2019 and 2018, distributions from the Master Fund were the primary provider of cash.
For the nine months ended September 30, 2017,2019, net cash used in operatingfinancing activities was $41.2($10.4) million which primarily consisted of cash outflows for repurchase of common shares of $(4.6) million to shareholders and payment of distributions of $(5.1) million. Cash flows used in operating activities for the nine months ended September 30, 2017 was primarily due to the Company's investment in the Master Fund. For the nine months ended September 30, 2016,2018, net cash used in operating activities was $74.1 million. Cash flows used in operating operating activities for the nine months ended September 30, 2016 was primarily due to the Company's investment in the Master Fund.
Net cash provided by financing activities was $40.9$(7.9) million during the nine months ended September 30, 2017,which primarily represented by proceeds from issuanceconsisted of Common Sharescash outflows for distributions of $46.4 million. Net cash provided by financing activities was $75.2

$(4.6) million during the nine months ended September 30, 2016, primarily represented by proceeds from issuance of Common Shares of $76.1 million.to shareholders.
Financial Condition, Liquidity and Capital Resources
Our primary sources of cash include (i) the sale of our Common Shares (until the end of our Public Offering on April 28, 2017), (ii) our shareholders' reinvestment of their distributions, (iii)(ii) distributions, including capital gains, if any, received from our ownership of the Master Fund's common shares, and (iv)(iii) expense reimbursementsupport payments from CCA (from July 2015 to August 2017) and Guggenheim pursuant to the Expense Support Agreement.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 and (iv) periodic repurchases of our Common Shares pursuant to our periodic share repurchase program.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. All remainingliabilities, and excess cash, in excess of net working capital, if any, is invested in the acquisition of Master Fund common shares.
Off-Balance Sheet Arrangements
We dodid not have any off-balance sheet arrangements as of September 30, 20172019 and December 31, 2016.September 30, 2018.
Critical Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with GAAPaccounting 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 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 of the Master Fund.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)
Beginning in the fourth quarter of 2017 (the second calendar quarter after the close of the Company's Public Offering), we will commence 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 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 the Company'sour Public Offering), we commenced recognition of the Shareholder Services Component as an expense on the Company's statementstatements 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 this component.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.


The table below reconciles the change in the Due to Dealer Manager from January 1, 20172019 to September 30, 2017 (in thousands):2019 and from January 1, 2018 to September 30, 2018:
 20172019 2018
Balance as of January 1, $2,300
$2,907
 $3,618
Accretion of discount (1)
 55
35
 48
Incremental charge to paid-in-capital (2)
 1,253
Shareholder Services Component 97
Payments —
Incremental charge (reduction) to paid-in-capital (2)
(136) 173
Shareholder services component258
 278
DSS fee payments(947) (1,004)
Balance as of September 30, $3,705
$2,117
 $3,113
______________________
(1)As the present value discount of the Distribution Services Component is accreted, it is recorded as interest expense and included in other expenses.expenses on the statements of operations.
(2)Incremental charge or reduction to paid-in-capital is the result of incremental equity share sales andand/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 September 30, 2017.2019. The declared distribution rates per Share for the period after September 30, 20172019 are summarized as follows:
2017 Record Dates 2017 Payment Dates Declared Distribution per Share per Record Date
October 31 November 1 $0.05453
November 28 November 29 0.05453
Obligation to Pay the Distribution Services Component of the 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 Feesregarding 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 (in thousands):
  September 30, 2017
  Total < 1 year 1-3 years 3-5 years > 5 years
DSS Fee: Distribution Services Component $3,747
 $1,014
 $1,684
 $1,049
 $—
2019 Record Dates 2019 Payment Dates Distribution per Share per Record Date Distribution per Share per Payment Date
October 7, 14, 21, 28 October 30 $0.01258
 $0.05032
November 4, 11, 18, 25 November 27 0.01258
 0.05032
Related Party Agreements and Transactions
Expense Support and Conditional Reimbursement Agreement
We have entered into agreements with Guggenheim and one of its affiliates, whereby we agreed to (i) receive expense support payments (ii)and to conditionally reimburse certain expenses of, and toit for prior period expense support payments, (ii) pay for administrative services expense support, organization and offerings costs, and(iii) periodically pay DSS Fees incurred on our behalf,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 theour Public Offering haswas 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.


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:
  September 30, 2019
  Total < 1 year 1-3 years 3-5 years > 5 years
DSS Fee: Distribution Services Component $1,853
 $860
 $993
 $—
 $—
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 September 30, 2017, 90.4%2019, 94.3% of the Master Fund's debt investments (91.1% of total investments), or $344.2$342.3 million measured at fair value, isare subject to variablefloating 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 variablefloating 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 variablefloating 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 AdvisorsAdvisor to meet or exceed the quarterly threshold for a performance basedperformance-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 September 30, 2017,2019, the following table presents the approximate annualized increasein 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, and (iv) that changes in the Master Fund's net investment income are immediately passed on to the Master Fund's shareholders, including us:shares:
Basis Points (bps) Increase Net Increase per Share
Basis Points (bps)
Increase (Decrease)
 
Net Increase (Decrease)
per Share
-50 bps $(0.03)
+50 bps $0.03
 0.03
+100 bps 0.06
 0.07
+150 bps 0.09
 0.10
+200 bps 0.12
 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.


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 officerChief Executive Officer and chief financial officer,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 officerChief Executive Officer and chief financial officer,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 September 30, 2017,2019, have concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, were effective as of September 30, 20172019 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 November 9, 2017,4, 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 September 30, 2017,2019, there have been no material changes from the risk factors set forth in our annual report on Form 10-K dated April 17, 2017.and filed with the SEC on March 14, 2019.
Item 2. Unregistered Sales of Equity Securities and Use of ProceedsProceeds.
(a) NoneNone.
(b) NoneNone.
(c) The following table provides information concerning our repurchases of Common Shares pursuant to our share repurchase program during the quarter ended September 30, 2017:
2019.
Period Total Number of Shares Purchased Average 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)
July 1, 2017 to July 31, 2017 —
 —
 —
 —
August 1, 2017 to August 31, 2017 —
 —
 —
 —
September 1, 2017 to September 30, 2017 119,167
 $9.13
 119,167
 —
Total 119,167
 
 119,167
 —

(1)Period
The maximum number
Total Number of shares available for repurchase on September 20, 2017 was 307,448. A descriptionShares PurchasedPrice Paid per ShareTotal Number of the maximum numberShares Purchased as Part of CommonPublicly Announced Plans or ProgramsMaximum Number of Shares that may be repurchased under our share repurchase program is set forth in Note 5. Common SharesMay Yet Be Purchased Under the Plans or Programs
July 1, 2019 to our unaudited financial statements included herein.July 31, 2019—
—
—
—
August 1, 2019 to August 31, 2019(1)—
—
—
—
September 1, 2019 to September 30, 2019—
—
—
—
Total—
—
—

_____________________
(1)    See Note 8. Subsequent Events to our unaudited financial statements included herein for details on tender offer filed on August 1, 2019.


Item 5. Other Information.
NoneNone.


Item 6. ExhibitsExhibits.
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:November 9, 20178, 2019By:/s/ Matthew S. Bloom
   MATTHEW S. BLOOM
   Chief Executive Officer and President
   (Principal Executive Officer)
   
Date:November 9, 20178, 2019By:/s/ PaulBrian S. Saint-PierreWilliams        
   PAULBRIAN S. SAINT-PIERREWILLIAMS
   Chief Financial Officer
   (Principal Financial Officer)





EXHIBIT INDEX
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)(3)(5) filed with Pre-Effective Amendment No. 4 to the Registrant's registration statement on Form N-2 (File No. 333-198667)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. 814-01091)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 99(e)(e) filed with Pre-Effective Amendment No. 3 to the Registrant's registration statement on Form N-2 (File No. 333-198667)333-198882) filed on May 4, 2015.)
   
10.1
  
Amended and Restated Administrative Services Agreement by and between the Registrant and Carey Credit Advisors, LLC. (Incorporated by reference to Exhibit 10.1 filed with the Registrant's Form 10-Q (File No. 814-01091) filed on November 14, 2016) *
10.2
Administrative Services Agreement by and between CareyGuggenheim Credit Income Fund and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99.2 filed with CareyGuggenheim Credit Income Fund's Form 8-K (File No. 814-01117) on August 15, 2017.)
   
10.310.2
  
CustodyAmendment No 1. to Administrative Services Agreement by and between the Registrant, Carey Credit Income Fund 2015 A, CareyGuggenheim Credit Income Fund, and U.S. Bank National Association.Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit (j)10.7 filed with Pre-Effective Amendment No. 3 to CareyGuggenheim Credit Income Fund 2016 T's registration statement onFund's Form N-210-K (File No. 333-198882)814-01117) filed on May 4, 2015.March 12, 2019.)
  
10.4
Escrow Agreement by and between the Registrant, UMB Bank N.A. and Carey Financial LLC. (Incorporated by reference to Exhibit 99(k)(1) filed with Pre-Effective Amendment No. 3 to the Registrant's registration statement on Form N-2 (File No. 333-198667) filed on May 4, 2015.)
10.510.3
 
Second Amended and Restated Dealer Manager Agreement by and among Carey Credit Income Fund 2016 T, Careythe 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.)
   
10.6
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 Carey Credit Income Fund's Form 8-K (File No. 814-01117) on August 15, 2017.)
10.710.4
 
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.)
   
10.810.5
 
Form of Expense SupportAssignment and Conditional Reimbursement Agreement.Assumption Agreement for Dealer Manager Agreement by and among the Registrant, Carey Financial, LLC, and Guggenheim Funds Distributors, LLC. (Incorporated by reference to Exhibit (k)(2)99.4 filed as Post Effective Amendment No. 1 to the Registrant's registration statement onwith Guggenheim Credit Income Fund's Form N-28-K (File No. 333-198667) filed814-01117) on August 3, 2015.15, 2017.) *
   
10.910.6
 
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.)
   
10.10
Form of Organization and Offering Expense Reimbursement Agreement. (Incorporated by reference to Exhibit (k)(4) filed with Pre-Effective Amendment No. 4 to Carey Credit Income Fund 2016 T's registration statement on Form N-2 (File No. 333-198882) filed on July 17, 2015.) *
10.1110.7
 
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 CareyGuggenheim Credit Income Fund's Form 8-K (File No. 814-01117) filed on August 15, 2017.)
   


10.1210.8
 
Investment Management Agreement by and between Hamilton Finance LLC and CareyGuggenheim Credit Income Fund. (Incorporated by reference to Exhibit 10.3 filed with CareyGuggenheim Credit Income Fund's Form 8-K (File No. 814-01117) filed on December 22, 2015.)
   
10.1310.9
 
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
   
14.1
 
Code of Ethics of the Registrant. (Incorporated by reference to Exhibit 99(r)(1)14.1 filed with Carey Credit Income Fund 2018 T's Pre-Effective Amendment No. 2 to the Registration Statement onRegistrant's Form N-28-K (File No. 333-211613)814-01094) as filed on September 21, 2016.)
14.2
Code of Ethics of Carey Credit Advisors, LLC. (Incorporated by reference to Exhibit 99(r)(2) filed with Carey Credit Income Fund 2018 T's Pre-Effective Amendment No.November 2, to the Registration Statement on Form N-2 (File No. 333-211613) filed on September 21, 2016.) *
14.3
Code of Ethics of Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99(r)(3) filed with Carey Credit Income Fund 2018 T's Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-211613) filed on September 21, 2016.2018.)
   
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 September 30, 2017.2019 (Filed herewith.)herewith)
*    These items were effective during a portion of the reporting period; however, as of the date of this filing, these items are no longer effective with respect to the Company.



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