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, 20172022
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 definitionthe definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨  Accelerated filer
¨
Non-accelerated filer
ý 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, 201714, 2022 was 17,456,86016,297,188.
.


GUGGENHEIM CREDIT INCOME FUND 2016 T
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1.
3
3
4
5
67
78
Item 2.
1718
Item 3.
2124
Item 4.
2324
PART II. OTHER INFORMATION
Item 1.
2325
Item 1A.
2325
Item 2.
2326
Item 5.
2426
Item 6.
2426
2527
2628


Forward-Looking Statements



FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, or this Report, including Management's Discussion and Analysis of Financial Condition and Results of Operations, in Item 2 of Part I of this Report, contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements generally are characterized by the use of terms such as "may," "should," "plan," "anticipate," "estimate," "intend," "predict," "believe," "expect," "will," "will be," and "project" or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: increased direct competition; changes in government regulations;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, 2016,2021, that was filed on AprilMarch 17, 2017.2022. 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, 2016,2021, that was filed on AprilMarch 17, 2017.2022. 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 notesfootnotes to the financial statements of the registrantpresented 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. All2016T. Other capitalized terms used in this Report have the same meaning as defined in the Notes.accompanying financial statements presented in Part I. Item 1. Financial Statements (Unaudited), unless otherwise defined herein. Guggenheim Partners Investment Management, LLC is referred to as "Guggenheim" or the "Advisor" throughout this Report.


2

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, 2022December 31, 2021
(Unaudited)
(Audited)
Assets
Investment in Guggenheim Credit Income Fund ("GCIF") (17,061,497 shares purchased at a cost of $72,308 and 17,061,497 shares purchased at a cost of $109,218, respectively)$65,329 $104,845 
Cash639 2,207 
Total assets65,968 107,052 
Liabilities
Accounts payable, accrued expenses and other liabilities47 61 
Accrued professional services fees109 76 
Payable to related parties49 29 
Total liabilities205 166 
Net Assets$65,763 $106,886 
Components of Net Assets:
Common Shares, $0.001 par value, 1,000,000,000 Common Shares authorized, 16,297,188 and 16,297,188 Common Shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively$16 $16 
Paid-in-capital in excess of par value76,512 114,301 
Accumulated loss, net of distributions(10,765)(7,431)
Total net assets$65,763 $106,886 
Net asset value per Common Share (NAV)$4.04 $6.56 
 September 30, 2017 December 31, 2016
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
Cash1,003
 1,313
Due from Advisors—
 598
Deferred offering costs345
 854
Other assets—
 4
Total assets162,474
 113,799
    
Liabilities   
Accounts payable, accrued expenses and other liabilities$35
 $87
Accrued professional services fees191
 42
Due to Advisors43
 24
Accrued offering expenses—
 193
Due to Dealer Manager3,705
 2,300
Total liabilities3,974
 2,646
Commitments and contingencies (Note 4. Related party agreements and transactions)
   
Net Assets$158,500
 $111,153
    
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
Paid-in-capital in excess of par value155,084
 107,638
Distributions in excess of net investment income(1,682) (343)
Net unrealized appreciation on investment5,035
 3,846
Accumulated undistributed net realized gain46
 —
Total net assets$158,500
 $111,153
Net asset value per Common Share$9.11
 $9.11


See Unaudited Notes to Financial Statements.



3

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,
 2017 2016 2017 2016
Investment Income       
Dividends from investment in Guggenheim Credit Income Fund$2,968
 $1,539
 $6,773
 $1,626
Total investment income2,968
 1,539
 6,773
 1,626
        
Operating Expenses (1)
       
Administrative services4
 4
 12
 12
Related party reimbursements81
 61
 265
 220
Trustees fees1
 3
 2
 3
Professional services fees9
 53
 263
 130
Offering expenses371
 137
 1,247
 181
Organization expenses—
 —
 —
 94
Printing and mailing expenses(1) 18
 23
 40
Shareholder servicing component expenses97
 —
 97
 —
Other expenses46
 11
 133
 22
Total operating expenses608
 287
 2,042
 702
Reimbursement of expense support44
 —
 44
 —
Less: Expense support to (from) related parties (See Note 4. Related Party Agreements and Transactions)
(2) 261
 (1,783) (623)
Net expenses650
 548
 303
 79
Net investment income2,318
 991
 6,470
 1,547
        
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
        
Per Common Share information:       
Net investment income per Common Share outstanding - basic and diluted$0.13
 $0.14
 $0.39
 $0.41
Earnings per Common Share - basic and diluted$0.14
 $0.35
 $0.47
 $0.97
Weighted average Common Shares outstanding - basic and diluted17,432,402
 6,956,110
 16,443,891
 3,752,921
Distributions per Common Share$0.16
 $0.16
 $0.48
 $0.49
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Investment Income
Dividends from investment in GCIF$693 $932 $3,013 $4,794 
Total investment income693 932 3,013 4,794 
Operating Expenses (1)
Administrative services4 5 11 12 
Related party reimbursements31 26 92 92 
Professional services fees33 28 96 83 
Shareholder servicing expenses— — — 74 
Transfer agent expense78 75 235 228 
Other expenses8 12 28 48 
Total operating expenses154 146 462 537 
Less: Expense support from related parties (See Note 4. Related Party Agreements and Transactions)
— — — (294)
Net expenses154 146 462 243 
Net investment income539 786 2,551 4,551 
Realized and unrealized gains (losses):
Net realized loss from redemption of investment in GCIF— — — (44)
Net realized loss from investment in GCIF— — — (44)
Net change in unrealized appreciation (depreciation) from investment in GCIF(673)190 (2,606)8,943 
Net realized and unrealized gains (losses)(673)190 (2,606)8,899 
Net increase (decrease) in net assets resulting from operations$(134)$976 $(55)$13,450 
Per Common Share information:
Net investment income per Common Share outstanding - basic and diluted$0.03 $0.05 $0.16 $0.28 
Earnings (loss) per Common Share outstanding - basic and diluted$(0.01)$0.06 $— $0.82 
Weighted average Common Shares outstanding - basic and diluted16,297,188 16,297,188 16,297,188 16,369,827 
Distributions per Common Share outstanding$0.82 $0.99 $2.52 $2.15 
______________
(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.
(1)Operating expenses solely represent the Company's operating expenses and do not include the Company's proportionate share of the Master Fund's operating expenses.

See Unaudited Notes to Financial Statements.

4


GUGGENHEIM CREDIT INCOME FUND 2016 T
STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
(in thousands, except share amounts)and per share data)

Common SharesPaid-in-Capital in Excess of Par ValueAccumulated Earnings (Loss), net of Distributions
SharesAmountTotal
Balance at December 31, 202116,297,188 $16 $114,301 $(7,431)$106,886 
Operations:
Net investment income— — — 1,306 1,306 
Net change in unrealized appreciation from investment in GCIF— — — 205 205 
Net increase in net assets resulting from operations— — — 1,511 1,511 
Shareholder distributions:
Distributions from earnings— — — (1,535)(1,535)
Distributions representing a return of capital— — (12,807)— (12,807)
Net decrease in net assets resulting from shareholder distributions— — (12,807)(1,535)(14,342)
Net decrease for the period— — (12,807)(24)(12,831)
Balance at March 31, 202216,297,188 $16 $101,494 $(7,455)$94,055 
Operations:
Net investment income— — — 706 706 
Net change in unrealized depreciation from investment in GCIF— — — (2,138)(2,138)
Net decrease in net assets resulting from operations— — — (1,432)(1,432)
Shareholder distributions:
Distributions from earnings— — — (1,206)(1,206)
Distributions representing a return of capital— — (12,158)— (12,158)
Net decrease in net assets resulting from shareholder distributions— — (12,158)(1,206)(13,364)
Net decrease for the period— — (12,158)(2,638)(14,796)
Balance at June 30, 202216,297,188 $16 $89,336 $(10,093)$79,259 
Operations:
Net investment income— — — 539 539 
Net change in unrealized depreciation from investment in GCIF— — — (673)(673)
Net decrease in net assets resulting from operations— — — (134)(134)
Shareholder distributions:
Distributions from earnings— — — (538)(538)
Distributions representing a return of capital— — (12,824)— (12,824)
Net decrease in net assets resulting from shareholder distributions— — (12,824)(538)(13,362)
Net decrease for the period— — (12,824)(672)(13,496)
Balance at September 30, 202216,297,188 $16 $76,512 $(10,765)$65,763 
5

 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 SharesPaid-in-Capital in Excess of Par ValueAccumulated Earnings (Loss), net of Distributions
SharesAmountTotal
Balance at December 31, 202016,519,873 $17 $145,301 $(13,560)$131,758 
Operations:
Net investment income— — — 1,763 1,763 
Net realized losses from investment in GCIF— — — (44)(44)
Net change in unrealized appreciation from investment in GCIF— — — 4,925 4,925 
Net increase in net assets resulting from operations— — — 6,644 6,644 
Shareholder distributions:
Distributions from earnings— — — (1,766)(1,766)
Net decrease in net assets resulting from shareholder distributions— — — (1,766)(1,766)
Capital share transactions:
Common Shares issued from reinvestment of distributions88,466 — (1)719 — 719 
Common Shares repurchased(311,151)(1)(2,554)— (2,555)
Distribution services charge— — 854 — 854 
Net decrease in net assets resulting from capital share transactions(222,685)(1)(981)— (982)
Net increase (decrease) for the period(222,685)(1)(981)4,878 3,896 
Balance at March 31, 202116,297,188 $16 $144,320 $(8,682)$135,654 
Operations:
Net investment income— — — 2,002 2,002 
Net change in unrealized appreciation from investment in GCIF— — — 3,828 3,828 
Net increase in net assets resulting from operations— — — 5,830 5,830 
Shareholder distributions:
Distributions from earnings— — — (2,000)(2,000)
Distributions representing a return of capital— — (15,112)— (15,112)
Net decrease in net assets resulting from shareholder distributions— — (15,112)(2,000)(17,112)
Net increase (decrease) for the period— — (15,112)3,830 (11,282)
Balance at June 30, 202116,297,188 $16 $129,208 $(4,852)$124,372 
Operations:
Net investment income— — — 786 786 
Net change in unrealized appreciation from investment in GCIF— — — 190 190 
Net increase in net assets resulting from operations— — — 976 976 
Shareholder distributions:
Distributions from earnings— — — (811)(811)
Distributions representing a return of capital— — (15,323)— (15,323)
Net decrease in net assets resulting from shareholder distributions— — (15,323)(811)(16,134)
Reclassifications of permanent book tax differences— — (37)37 — 
Net increase (decrease) for the period— — (15,360)202 (15,158)
Balance at September 30, 202116,297,188 $16 $113,848 $(4,650)$109,214 
_______________________
(1)Amount is less than $1,000
See Unaudited Notes to Financial Statements.
6


GUGGENHEIM CREDIT INCOME FUND 2016 T
STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
Nine Months Ended September 30,
20222021
Operating activities
Net increase (decrease) in net assets resulting from operations$(55)$13,450 
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by operating activities:
Redemption of Master Fund shares— 2,555 
Proceeds from liquidation distribution36,910 30,354 
Net realized loss from investment in GCIF— 44 
Net change in unrealized (appreciation) depreciation from investment in GCIF2,606 (8,943)
(Increase) decrease in operating assets:
Principal receivable— 6 
Receivable from related parties— 397 
Increase (decrease) in operating liabilities:
Due to Dealer Manager— (83)
Accounts payable, accrued expenses and other liabilities(14)12 
Accrued professional services fees33 30 
Payable to related parties20 (19)
Net cash provided by operating activities39,500 37,803 
Financing activities
Repurchase of Common Shares— (2,555)
Distributions paid(41,068)(34,293)
Payment of DSS Fees— (382)
Net cash used in financing activities(41,068)(37,230)
Net increase (decrease) in cash(1,568)573 
Cash, beginning of period2,207 1,253 
Cash, end of period$639 $1,826 
Supplemental information and non-cash financing activities:
Distributions reinvested$— $719 
Due to Dealer Manager$— $(854)
 Nine Months Ended September 30,
 2017 2016
Operating activities   
Net increase in net assets resulting from operations$7,705
 $3,633
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)
(Increase) decrease in operating assets:   
    Due from Advisors598
 —
    Deferred offering costs509
 (646)
    Dividend income receivable—
 33
    Other assets4
 —
Increase (decrease) in operating liabilities:   
    Accounts payable, accrued expenses and other liabilities(52) 28
    Accrued professional services fees149
 19
    Due to Advisors19
 452
    Accrued offering expenses(193) 172
    Due to Dealer Manager152
 —
Net cash used in operating activities(41,205) (74,056)
    
Financing activities   
 Issuance of Common Shares$46,390
 $76,071
 Distributions paid(4,078) (909)
 Repurchase of Common Shares(1,417) (5)
Net cash provided by financing activities40,895
 75,157
    
Net increase (decrease) in cash(310) 1,101
Cash, beginning of period1,313
 41
Cash, end of period$1,003
 $1,142
Supplemental information and non-cash financing activities:   
Distributions reinvested$3,732
 $910
Due to Dealer Manager$1,253
 $—

See Unaudited Notes to Financial Statements.

7

GUGGENHEIM CREDIT INCOME FUND 2016 T
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share data, percentages and as otherwise indicated;
for example, with the word “million” or otherwise)

Note 1. Principal Business and Organization
Guggenheim Credit Income Fund 2016 T (the "Company") was formed as a Delaware statutory trust on September 5, 2014. The Company's investment objectives are to provide its shareholders with current income, capital preservation and, to a lesser extent, long-term capital appreciation by investing substantially all of its equity capital in Guggenheim Credit Income Fund (the "Master Fund" or "GCIF"). The Company is a non-diversified, closed-end management investment company that elected to be treated as a business development company (a "BDC") under the Investment Company Act of 1940, as amended (the "1940 Act").
The Master Fund 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 wereis 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$164.0 million from the sale and issuance of Common Shares in the the Public Offering. The
In accordance with the offering documents and the intention of the Company may continueand Guggenheim Credit Income Fund 2019 ("GCIF 2019") (together, the "Feeder Funds") to acquireprovide substantial shareholder liquidity on or before December 31, 2022 and December 31, 2026, respectively, on March 30, 2021, the Boards of Trustees of the Master Fund common sharesand the Feeder Funds approved respective Plans of Liquidation for each Company (each, a “Liquidation Plan"). In accordance with the Liquidation Plans, the Master Fund will begin to effect a liquidation of its portfolio, with the intention of liquidating substantially all of its assets through liquidating distributions on or before December 31, 2022. The Feeder Funds intend to, in a continuous series of private placement transactionsturn, make quarterly liquidating distributions to their shareholders with the proceeds received from its distribution reinvestment program, subjectthe Master Fund, and will seek to distribute substantially all of their assets on or before December 31, 2022. It is intended that these distributions will be substantially composed of return of capital and will decrease the availabilitynet asset value of surplus cash available forthe Master Fund and the Feeder Funds.
In accordance with the Liquidation Plan, the Master Fund and the Feeder Funds will remain registered as a BDC and intend to maintain their qualifications, as regulated investment (see Note 5. Common Sharescompany ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
As of September 30, 2017,2022, the Company owned 64.6%66.7% of the Master Fund's outstanding common shares.
Note 2. Significant Accounting Policies
Basis of Presentation
Management has determined that the Company meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC Topic 946”).
8
Notes to Financial Statements (Unaudited)
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 been reclassified to conform to the current presentation with no effect on the Company's financial condition, results of operations or cash flows.
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 return of capital in the current period, a portion of which may be subject to a change in characterization in future periods, including the potential for reclassification to realized gainsbetween dividend income and return of capital. The Company's transactions with the Master Fund are recorded on the effective date of the subscription in, or the redemption of, 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.
9
Notes to Financial Statements (Unaudited)
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.
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")RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").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, 2022, open U.S. Federal and state income tax years include the tax years ended September 30, 2019 through September 30, 2022. 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.
10
Notes to Financial Statements (Unaudited)
Note 3. Investments
Below is a summary of the Company's investment in the Master Fund, a related party (in thousands):
End of PeriodWeighted Average Shares Owned% of Net
Period EndedNo. of SharesQuarter to DateYear to DateCostFair ValueAssets
September 30, 202217,061,497 17,061,497 17,061,497 $72,308 $65,329 99.3 %
December 31, 202117,061,497 17,061,497 17,127,166 $109,218 $104,845 98.1 %
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%
___________________
(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.
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 15, 2015 through August 11, 2020, the Company acquired its investment in the Master Fund at prices ranging from $7.06 per share to $8.59 per share.
Share Repurchase Program
The Master Fund has implemented a share repurchase program, whereby it conducts tender offers each calendar quarter it offers to repurchase up to 2.5% ofquarter. In accordance with the weighted average number of common shares outstanding inLiquidation Plan, 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 theFund’s share repurchase program uponhas been suspended effective March 30, days' notice.2021.
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 One of the Company agrees to (i) receive expense support payments and (ii) reimburse certain expensesCompany’s executive officers Brian Binder, Senior Vice President, serves as an executive officer 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
11
Notes to provide administrative services, similar to those previously provided by CCA, commencing on September 11, 2017.Financial Statements (Unaudited)
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.
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 paymentsat an annual rate of 0.90% of the average net purchase price per share sold in the Public Offering. The quarterly payment of the DSS Fee is computed at the daily rate of 0.002466% (i.e. annual rate of 0.90%) of the product of (i) $9.12 per Common Share (the average net purchase price of Common Shares sold in the Public Offering, excluding Common Shares issued under the Company's distribution reinvestment plan ("DRP Shares")) and (ii) the number of Common Shares outstanding on each day during the recording period, excluding (a) DRP Shares and (b) Shares owned by shareholders that are not recipients of ongoing shareholder services from eligible selected dealers. The Company will cease to reimburse GFDpay 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 costs incurred by selected dealers and investment representatives for providing distributionunderwriting, underwriting compensation and shareholder services.servicing paid directly by the shareholders and the Company or its affiliates, equals 10% of the gross proceeds from the Company's Public Offering, excluding proceeds from DRP Share sales; and (iii) the date at which a liquidity event occurs. The DSS Fee quarterly payments will cease inapproval of the Liquidation Plan on March 30, 2021 is deemed a liquidity event thatand therefore, the Dealer Manager Agreement is terminated by the Company or GFD.deemed terminated.
Organization and Offering Expense Reimbursement Agreement
On August 17, 2015,Under the Company initially entered into anterms of the 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 costs 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 exceed 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.
Expense Support and Conditional Reimbursement Agreement
The Company initially entered into an expense support and conditional reimbursement agreement with CCA and Guggenheim executed on July 24, 2015, as amended (the "Prior Expense Support Agreement"). AccordingAgreement will automatically terminate if (i) the Master Fund terminates the Investment Advisory Agreement with Guggenheim or (ii) the Company's Board of Trustees makes a determination to dissolve or liquidate the Company. The Board of Trustees' approval of a Liquidation Plan on March 30, 2021 is deemed a liquidity event and therefore, the Expense Support Agreement is deemed terminated.
Upon termination of the Expense Support Agreement, Guggenheim is required to fund any amounts accrued thereunder as of the date of termination. Similarly, the conditional obligation of the Company to reimburse Guggenheim pursuant to the terms of the Prior Expense Support Agreement CCA and Guggenheim agreed to reimburseshall survive 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 termstermination of the Expense Support Agreement: (i) release CCA from all obligationsAgreement.
12
Notes to make further expense payments, (ii) terminate 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) permit the Company the option to limit or reduce the reimbursement of expenses 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' 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.Financial Statements (Unaudited)
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 terminateAs of the Expense Support Agreement at any time. The Expense Support Agreement will automatically terminate if (i)Board of Trustees' approval of the Master Fund terminatesLiquidation Plan, the investment advisory agreement with Guggenheim, or (ii) the Company's Board makes a determination to dissolve or liquidate the Company.
The specifictotal amount of Guggenheim's expense support obligationreceived from Guggenheim that is determined at the end of each month. Upon termination of the Expense Support Agreement by Guggenheim, they are 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 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.
Notes to Financial Statements (Unaudited)

The table below presents a summary of all 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 arestill eligible for reimbursement by the Company (in thousands, except per share amounts):
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
    
______________________
(1)Other operating expenses include all expenses borne by the Company excluding organization and offering costs, an investment advisory 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 distributions per Share that were declared with record dates in the subject month immediately prior to the date the expenses 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 expense support obligation was reduced after adjusting for the Master Fund's periodic distributions to the Company and a decrease in estimated professional services fees in those same months.

is $1.5 million.
Summary of Related Party Transactions for the Three and Nine Months Ended September 30, 2017 and 2016
The following table presents the related party fees, expenses and transactions for the three and nine months ended September 30, 20172022 and 2016;September 30, 2021; related party transactions between the Company and the Master Fund in connection with Common Shares purchases, sales and distributions are disclosed elsewhere in the financial statements:statements ($ in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
Related Party (1)
Source Agreement & Description2022202120222021
Related Party Expenses:
GuggenheimAdministrative Services Agreement - expense reimbursement$31 $26 $92 $92 
Related Party Income:
GuggenheimExpense Support Agreement - expense support received from related parties— — — 294 
____________________
(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.
13
Notes to Financial Statements (Unaudited)

    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
 $—
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, 2017,2022 and December 31, 2021, management believes that the risk of incurring any losses for such indemnification is remote.
Note 5. Common Shares
Issuance of Common Shares
The Company's Registration Statement pertaining to its Public Offering of 104,712,041 Common Shares at an initial public offering price of $9.55 per Share was declared effective on July 24, 2015. 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, 20172022 and (ii)(b) the period commencing on July 24, 2015 (inception) and endingthrough September 30, 2017 (in thousands, except share and per share amounts):2022:
  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 EndedInception through
September 30, 2022September 30, 2022
SharesAmountSharesAmount
Gross proceeds from Public Offering— $— 16,970,409 $164,194 
Commission paid outside escrow— — — (1,924)
Dealer Manager fees and commissions— — — (7,462)
Net proceeds to the Company from Public Offering— — 16,970,409 154,808 
Reinvestment of shareholders' distributions— — 2,550,473 22,011 
Net proceeds from all issuance of Common Shares— $— 19,520,882 $176,819 
Average net proceeds per Common Share$—$9.06
Repurchase of Common Shares
The following table is a summary of the quarterly tender offers, completed pursuant to the share repurchases programs completedrepurchase program, during the two years ended September 30, 2022:
Tender Offer Termination DateTotal Number of Shares Offered to RepurchaseTotal Number of Shares RepurchasedTotal ConsiderationPrice Paid per ShareNo. of Shares Repurchased / Total Shares Offered
No. of Shares Repurchased / Weighted Average Shares (1)
2021:
March 8, 2021420,901 311,151 $2,555 $8.21 73.9 %1.85 %
Total420,901 311,151 $2,555 73.9 %
2020:
December 8, 2020 (2)
120,546 315,165 2,509 7.96 261.4 %1.86 %
Total120,546 315,165 $2,509 261.4 %
________________
(1)Weighted average shares is based on the weighted average number of common shares outstanding in the prior four calendar quarters.
(2)The Company filed a tender offer to purchase up to 120,546 Shares on November 2, 2020. In accordance with Rule 13e-4(f), the Company determined to accept for purchase up to an additional 1.2% of our then outstanding Shares, increasing the offer to 315,165 Shares. The Company repurchased 315,165 Shares which represents approximately 100% of all Shares that were validly tendered.
14
Notes to Financial Statements (Unaudited)
In accordance with the Liquidation Plan, the Company’s share repurchase program and distribution reinvestment plan have been suspended effective March 30, 2021.
Note 6. Distributions
The following table summarizes the distributions that the Company declared on its Common Shares during the nine months ended September 30, 2017 (dollars in thousands):
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 32022 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).2021:
Record DatePayment DateDistribution Per Common Share at Record DateDistribution Per Common Share at Payment DateDistribution Amount
For Fiscal Year 2022
February 3February 7$0.88000 $0.88000 $14,342 
May 23May 250.82000 0.82000 13,364 
August 25August 290.82000 0.82000 13,362 
$2.52000 $41,068 
For Fiscal Year 2021
January 11January 13$0.03557 $0.03557 $587 
February 9February 110.03557 0.03557 589 
March 8March 90.03557 0.03557 590 
June 3June 71.05000 1.05000 17,112 
August 4August 60.99000 0.99000 16,134 
$2.14671 $35,012 
15
  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 equivalent in all periods because there were no outstanding Common Share equivalents.
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, 20172022 and 2016:September 30, 2021:
Nine Months Ended September 30,Nine Months Ended September 30,
2017 201620222021
PER COMMON SHARE OPERATING PERFORMANCE   PER COMMON SHARE OPERATING PERFORMANCE
Net asset value, beginning of period$9.11
 $8.68
Net asset value, beginning of period$6.56 $7.98 
Net investment income (1)
0.39
 0.41
Net investment income (1)
0.16 0.28 
Net unrealized gains (2)
0.10
 0.47
Net increase resulting from operations0.49
 0.88
Net unrealized appreciation (depreciation) from investment in GCIF (2)
Net unrealized appreciation (depreciation) from investment in GCIF (2)
(0.16)0.54 
Net increase (decrease) resulting from operationsNet increase (decrease) resulting from operations— 0.82 
Distributions to common shareholders(3)   
Distributions from net investment income (3)
(0.39) (0.41)
Distributions from net investment income (3)
(0.20)(0.28)
Distributions in excess of net investment income (3)
(0.09) (0.08)
Distributions representing return of capital (3)
Distributions representing return of capital (3)
(2.32)(1.87)
Net decrease resulting from distributions(0.48) (0.49)Net decrease resulting from distributions(2.52)(2.15)
Capital Share Transactions   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)
Distribution services charge (7)
— 0.05 
Net increase in net assets resulting from Capital Share transactionsNet increase in net assets resulting from Capital Share transactions— 0.05 
Net asset value, end of period$9.11
 $9.13
Net asset value, end of period$4.04 $6.70 
   
INVESTMENT RETURNS   INVESTMENT RETURNS
Total investment return-net price (5)
2.74 % 10.63 %
Total Investment return-net asset value(6)
5.27 % 11.06 %
   
RATIOS/SUPPLEMENTAL DATA (all amounts in thousands except share amounts and ratios)   
Total investment return-net asset value (4)
Total investment return-net asset value (4)
(0.64)%11.16 %
RATIOS/SUPPLEMENTAL DATARATIOS/SUPPLEMENTAL DATA
Net assets, end of period$158,500
 $80,951
Net assets, end of period$65,763 $109,214 
Average net assets (7)
$148,236
 $34,440
Average net assets (5)
Average net assets (5)
$86,786 $128,226 
Common Shares outstanding, end of period17,407,514
 8,869,491
Common Shares outstanding, end of period16,297,188 16,297,188 
Weighted average Common Shares outstanding16,443,891
 3,752,921
Weighted average Common Shares outstanding16,297,188 16,369,827 
Ratios-to-average net assets:(7)(8)
   
Ratios-to-average net assets: (5) (6)
Ratios-to-average net assets: (5) (6)
Total expenses1.38 % 2.04 % Total expenses0.53 %0.42 %
Effect of expense reimbursement from Advisors(1.17)% (1.81)%
Effect of expense support reimbursement to (received from) the AdvisorEffect of expense support reimbursement to (received from) the Advisor— %(0.23)%
Net expenses0.21 % 0.23 % Net expenses0.53 %0.19 %
Net investment income4.36 % 4.49 % Net investment income2.94 %3.55 %
_____________________
(1)The per Common Share data was derived by using the weighted average Common Shares outstanding during the period.
(2)The amount shown at this caption is the balancing figure derived from the other figures in the schedule. The amount shown at this caption for a Common Share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s Common Shares in relation to fluctuating market values for the portfolio.
(3)The per Common Share data for distributions is the actual amount of distributions paid or payable per Common Share outstanding during the entire period; distributions per Common Share are rounded to the nearest $0.01.
(4)The continuous issuance of Common Shares may cause an incremental increase in net asset value per Share due to the sale of Shares at the then prevailing public offering price and the receipt of net proceeds per share by the Company in excess of net asset value per Share on each subscription closing date. 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 end of the period.
(1)The per Common Share data was derived by using the weighted average Common Shares outstanding during the period presented.
(2)The amounts shown at this caption are the balancing figures derived from the other figures in the schedule. The amounts shown at this caption for a Common Share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s Common Shares in relation to fluctuating market values for the portfolio.
(3)The per Common Share data for distributions is the actual amount of distributions paid or payable per Common Share outstanding during the entire period; distributions per Common Share are rounded to the nearest $0.01. For income tax purposes, distributions made to shareholders are reported as ordinary income, capital gains, non-taxable return of capital or a combination thereof. The tax character of distribution is determined based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under GAAP. The tax character of distribution shown above is an estimate since the exact amount cannot be determined at this point. As of September 30, 2022, the Company estimated distributions to be composed mostly of return of capital. The final determination of the tax character of distributions will not be made until we file our tax return.
16
Notes to Financial Statements (Unaudited)

(4)Total investment return-net asset value is a measure of the change in total value for shareholders who held the Company’s Common Shares at the beginning and end of the period, including distributions declared during the period. Total investment return-net asset value is based on (i) net asset value per share on the first day of the period, (ii) the net asset value per share on the last day of the period, plus any shares issued in connection with the reinvestment of monthly distributions and (iii) distributions payable relating to the ownership of shares, if any, on the last day of the period. The total investment return-net asset value calculation assumes that distributions are reinvested in accordance with the Company’s distribution reinvestment plan. Because there is no public market for the Company’s shares, the terminal market value per share is assumed to be equal to net asset value per share on the last day of the period presented. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company’s Common Shares. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results.
(5)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)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. Since 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)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)The ratios-to-average net assets do not include any proportionate allocation of income and expenses incurred at the Master Fund.
(9)The per share impact of the distribution services component of the DSS Fee is calculated as the amount of the incremental 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.
(5)The computation of average net assets during the period is based on averaging the amount on the first day of the first month of the period and the last day of each month during the period.
(6)The ratios-to-average net assets do not include any proportionate allocation of income and expenses incurred at the Master Fund. The Master Fund's total expenses-to-average net assets for the nine months ended September 30, 2022 and September 30, 2021, were 2.52%, and 3.99%, respectively.
(7)The per share impact of the distribution services component of the DSS Fee is calculated as the amount of the adjustment 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
Management has evaluated subsequent events through the date of issuance of these financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the financial statements except for the one below.
On October 20, 2017, a new investment advisory agreement between25, 2022 the Master FundBoard of Trustees approved the Feeder Fund’s liquidating distribution of $0.82 per share of common shares. The distribution will be recorded on October 28, 2022 and Guggenheim was approved by a majority (as such term is definedpaid in cash to the 1940 Act) of the votes cast by shareholders. The new investment advisory agreement replaced the Interim Investment Advisory Agreement effective as ofinvestors on October 20, 2017.31, 2022.

17


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
(amounts in thousands, except share and per share data, percentages and as otherwise indicated; for example, with the word “million” or otherwise)
The information contained in this item should be read in conjunction with our financial statements and related notes thereto appearing elsewhere in this Report. Unless otherwise noted, the terms "we," "us,""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.Item. I Financial Statements (Unaudited), unless otherwise defined herein.
Overview
We are a feeder fund and we are affiliated with the Master Fund, which is a specialty finance investment company that has elected to be treated as a BDC under the 1940 Act. The Master Fund is externally managed by Guggenheim, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments, determining the securities and other assets that we will purchase, retain or sell and monitoring 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.
Plan of Liquidation
In accordance with the offering documents and the intention of the Company and Guggenheim Credit Income Fund 2019 ("GCIF 2019") (together, the "Feeder Funds") to provide substantial shareholder liquidity on or before December 31, 2022 and December 31, 2026 respectively, on March 30, 2021, the Boards of Trustees of the Master Fund and the Feeder Funds approved respective Plans of Liquidation for each Company (each, a “Liquidation Plan"). In accordance with the Liquidation Plans, the Master Fund will begin to effect a liquidation of its portfolio, with the intention of liquidating substantially all of its assets through liquidating distributions on or before December 31, 2022. The Feeder Funds intend to, in turn, make liquidating distributions to their shareholders with the proceeds received from the Master Fund, and will seek to distribute substantially all of their assets on or before December 31, 2022. It is intended that these distributions will be substantially composed of return of capital and will decrease the net asset value of the Master Fund and the Feeder Funds. For all Funds, as of November 14, 2022, almost 70% of the December 31, 2020 NAV has been paid to shareholders in the form of liquidating distributions. While it is still the intention to continue to payout liquidating distributions before December 31, 2022, in light of recent market volatility, we may not prudently be able to liquidate the entire portfolio by December 31, 2022 and may continue to operate as a BDC and pay liquidating distributions into 2023.
The table below is intended to highlight some relevant metrics associated with the Plans of Liquidation ($ in thousands).
Noted InformationGCIF (Master Fund)GCIF 2016 TGCIF 2019
Cumulative Liquidating Distributions declared per share through November 14, 2022$5.28 $5.56 $15.20 
Number of Portfolio Companies at beginning of Year34 — — 
Number of Portfolio Companies at end of Period22 — — 
YTD Portfolio sales and repayments ($ in thousands)$50,448 $— $— 
Cumulative Liquidating Distributions Declared through November 14, 2022 ($ in thousands)$(135,137)$(77,249)$(22,450)
Percentage of December 31, 2020 NAV Declared through November 14, 202269.80 %69.70 %67.00 %
Net Assets at beginning of Year ($ in thousands)$157,280 $106,886 $32,183 
Net Assets at end of Period ($ in thousands)$98,002 $65,763 $20,186 
Net asset value per share at end of period$3.83 $4.04 $11.63 
In accordance with the Liquidation Plan, the Master Fund and the Feeder Funds will remain registered as a BDC and intend to maintain their qualifications, as RICs under Subchapter M of the Code.
Investment Objectives and Investment Program
Our investment objectives are to provide our shareholders with current income, capital preservation and, to a lesser extent, long-term capital appreciation.
18

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. ThePrior to the Board of Trustees' approval of the Liquidation Plan, the Master Fund's investment strategy iswas 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 focusesfocused 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 Issuance•Syndicated 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.
Revenues
We generate revenues primarilyOn July 15, 2015, the staff of the Securities and Exchange Commission (the "SEC") issued a no action letter to the Master Fund and Guggenheim Credit Income Fund 2016 T (the “Initial Feeder Fund”), permitting the Master Fund, the Initial Feeder Fund and any other feeder fund that may be created in the formfuture that invests all or substantially all its assets in the Master Fund (each, an “Additional Feeder Fund” and collectively with the Initial Feeder Fund, the “Feeder Funds”) to operate in a master/feeder fund structure. More specifically, the no action letter permits:
•a Feeder Fund to operate as a BDC under the 1940 Act;
•a Feeder Fund to look through the Master Fund and treat as its assets its proportionate ownership interest in the Master Fund’s assets; and
•the Master Fund to repurchase its shares in connection with the planned liquidation of dividenda Feeder Fund at the end of the Feeder Fund’s finite term.
Revenue
19

Dividend income derived from our ownership of the Master Fund's common shares.shares 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 commencedImpact of COVID-19
In late 2019 and early 2020, a novel coronavirus (SARS-CoV-2) and related respiratory disease ("COVID-19") emerged and spread rapidly across the world, including to the U.S.
The Master Fund has and continues to assess the impact of COVID-19 on July 24, 2015 and closed on April 28, 2017. Overits portfolio companies. We cannot predict the coursefull impact of the 21-month offering period,COVID-19 pandemic, including its duration in the United States and worldwide, and the magnitude of the economic impact of the outbreak, including with respect to the travel restrictions, business closures and other quarantine measures imposed on service providers and other individuals by various local, state, and federal governmental authorities, as well as non-U.S. governmental authorities. As such, we raised $164.2 millionare unable to predict the duration of any business disruptions, the extent to which COVID-19 will negatively affect operating results of the Master Fund's portfolio companies or the impact that such disruptions may have on our results of operations and financial condition. We expect the Master Fund's portfolio companies and, by extension, our operating results to continue to be adversely impacted by COVID-19 and depending on the duration and extent of the disruption to the operations of the Master Fund's portfolio companies, we expect that certain portfolio companies will experience financial distress. We also expect that some portfolio companies may significantly curtail business operations, furlough or lay off employees and terminate service providers, and defer capital expenditures if subjected to prolonged and severe financial distress, which could impair their business on a permanent basis. The impacts of these events may include, but are not limited to, (i) amendments and waivers being granted to borrowers permitting deferral of loan payments or allowing for payment-in-kind (“PIK”) interest payments, (ii) additional borrower defaults and non-payments on their loans or inability of borrowers to refinance their loans at maturity, or (iii) permanent business closure. Such events, to the extent experienced, could result in gross proceeds, resultinga decrease in net proceedsthe value of $154.8 million forthe Master Fund's investment in any such portfolio company, or interest thereon. In addition, to the extent that the impact to the Master Fund. AtFund's portfolio companies results in reduced interest payments or permanent impairments on its investments, we could see a decrease in our net investment income and could require us to reduce the commencementfuture amount 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 indistributions to our shareholders.
With respect to its investments, the Master Fund includingis taking steps in actively overseeing all of its individual portfolio companies. These measures include, among other things, enhanced monitoring/credit analysis of its portfolio, assessment of each portfolio company’s operational and liquidity exposure and outlook, and frequent communication with its portfolio company management teams, industry consultants, and other lenders to understand 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 lifeexpected financial performance impact of the Public Offering.COVID-19 pandemic.
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.
20

Results of Operations
Operating results for the three and nine months ended September 30, 20172022 and 2016September 30, 2021 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 20162022202120222021
Total investment income$2,968
 $1,539
 $6,773
 $1,626
Total investment income$693 $932 $3,013 $4,794 
Net expenses650
 548
 303
 79
Net expenses154 146 462 243 
Net investment income2,318
 991
 6,470
 1,547
Net investment income539 786 2,551 4,551 
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
 $3,633
Net realized losses from redemption of investment in GCIFNet realized losses from redemption of investment in GCIF— — — (44)
Net change in unrealized appreciation (depreciation) from investment in GCIFNet change in unrealized appreciation (depreciation) from investment in GCIF(673)190 (2,606)8,943 
Net increase (decrease) in net assets resulting from operationsNet increase (decrease) in net assets resulting from operations$(134)$976 $(55)$13,450 
Investment Income
Investment income consisted solely of distributions from the Master Fund for the three and nine months ended September 30, 20172022 and 2016, respectively.September 30, 2021.
Operating Expenses
Operating expenses consisted of the following major components for the three and nine months ended September 30, 20172022 and 2016 (in thousands):September 30, 2021:

 For The Three Months Ended September 30, For The Nine Months Ended September 30,
 2017 2016 2017 2016
Administrative services$4
 $4
 $12
 $12
Related party reimbursements81
 61
 265
 220
Trustees fees1
 3
 2
 3
Professional services fees9
 53
 263
 130
Offering expenses371
 137
 1,247
 181
Organization expenses—
 —
 —
 94
Printing and mailing expenses(1) 18
 23
 40
Shareholder servicing component expenses97
 —
 97
 —
Other expenses46
 11
 133
 22
Total operating expenses608
 287
 2,042
 702
Reimbursement of expense support44
 —
 44
 —
Less: Expense support to (from) related parties(2) 261
 (1,783) (623)
Net expenses$650
 $548
 $303
 $79
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Administrative services$4 $5 $11 $12 
Related party reimbursements31 26 92 92 
Professional services fees33 28 96 83 
Shareholder servicing expenses— — — 74 
Transfer agent expense78 75 235 228 
Other expenses8 12 28 48 
Total operating expenses154 146 462 537 
Less: Expense support from related parties— — — (294)
Net expenses$154 $146 $462 $243 
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.
21

Net Realized Gain (Loss) onGains (Losses) from Investment
For the three and nine months ended September 30, 2017,2022, we did not incur a realized gain. During the three and nine months ended September 30, 2022, there were no distributions received from the Master Fund that were classified as long term gains.
For the three and nine months ended September 30, 2021, we had net realized gainslosses of less than $0.1$0.0 million and less than $0.1$(0.1) million, respectively, as a result of our sale of Master Fund Shares. During the three and nine months ended September 30, 2021, there were no distributions received from the Master Fund that were classified as long term gains.
Changes in Unrealized Appreciation (Depreciation) from Investment
For the three and nine months ended September 30, 2016, we did not sell any shares of2022, the total net change in unrealized depreciationon our investment in the Master Fund therefore we incurred no realized gains or losses on our investment.
Changes in Unrealized Appreciationon Investment
was $(0.7) million and $(2.6) million, respectively. For the three and nine months ended September 30, 2017,2021, the total net change in unrealized appreciation on our investment in the Master Fund was $0.1$0.2 million and $1.2$8.9 million, respectively. ForThe decrease in net unrealized depreciation for the three and nine months ended September 30, 2016,2022 was primarily due to the total net change in unrealized appreciation on our investmentdecrease in the Master Fund was $1.4 million and $2.1 million, respectively.Fund's total assets.
Cash Flows for the Nine Months Ended September 30, 20172022 and 2016September 30, 2021
For the nine months ended September 30, 2017,2022 and September 30, 2021, net cash used inprovided by operating activities was $41.2 million. Cash flows used in operating activities for$39.5 million and $37.8 million, respectively. During the nine months ended September 30, 20172022 proceeds from liquidation distributions was primarily due to the Company's investment inprimary source of cash. During the Master Fund. nine months ended September 30, 2021 redemption of shares and distributions from the Maser Fund were the primary provider of cash.
For the nine months ended September 30, 2016,2022 and September 30, 2021, 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 $40.9$(41.1) million duringand $(37.2) million, respectively. In 2022, shareholder distributions of $(41.1) million was the nine months ended September 30, 2017, primarily represented by proceeds from issuanceprimary use of cash. In 2021, the repurchase of Common Shares of $46.4 million. Net cash provided by financing activities was $75.2$(2.6) million and shareholder distributions of $(34.3) million were the primary use of cash.

million during the nine months ended September 30, 2016, primarily represented by proceeds from issuance of Common Shares of $76.1 million.
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 its share repurchase program. Our primary uses of cash include (i) investment in the Master FundFund's 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 share repurchase program.program and (v) reimbursement payments for prior period expense support payments. We are not permitted to issue any senior securities, including preferred securities.
We manage our assets and liabilities such that current assets are sufficient to cover current liabilities. All remainingliabilities, and excess cash, in excess of net working capital, if any, is invested in the acquisition of Master FundFund's common shares.
Off-Balance Sheet Arrangements
We dodid not have any off-balance sheet arrangements as of September 30, 20172022 and December 31, 2016.2021.
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, expense, gain and expenseloss 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.
22

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, 20172022 to September 30, 2017 (in thousands):2022 and January 1, 2021 to September 30, 2021:
 201720222021
Balance as of January 1, $2,300
Balance as of January 1,$— $1,319 
Accretion of discount (1)
 55
Accretion of discount (1)
— 5 
Incremental charge to paid-in-capital (2)
 1,253
Shareholder Services Component 97
Payments —
Incremental charge (reduction) to paid-in-capital (2)
Incremental charge (reduction) to paid-in-capital (2)
— (854)
Shareholder services componentShareholder services component— 74 
DSS fee paymentsDSS fee payments— (544)
Balance as of September 30, $3,705
Balance as of September 30,$— $— 
______________________
(1)As the present value discount of the Distribution Services Component is accreted it is recorded as interest expense and included in other expenses.
(2)Incremental charge to paid-in-capital is the result of incremental equity share sales and changes in assumptions employed in estimating future cash payments.
(1)As the present value discount of the Distribution Services Component is accreted, it is recorded as interest expense and included in other expenses on the statements of operations.
(2)Incremental charge or reduction to paid-in-capital is the result of incremental equity share sales and/or changes in assumptions employed in estimating future cash payments.
Contractual Obligations


Commitments
We have not entered into any agreements under which we have material future commitments that cannot otherwise be terminated within a reasonable time period.
Obligations to Pay Distributions
Our Board of Trustees has declared distributions on Common Shares that are payable to shareholders of record after September 30, 2017. The declared distribution rates per Share for the period after September 30, 2017 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
 $—
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(See Note 4. Related Party Agreements and Transactions). Since theour Public Offering haswas terminated, CCA and Guggenheim areis not eligible to receive any further reimbursement of offering expenses after April 28, 2017.
23

Reimbursement of the Administrator for Administrative Services
We reimburse the Administrator for its expenses in connection with the provision of administrative services to us. These reimbursement expenses are periodically reviewed and approved by the Independent Trustees Committee of our Board of Trustees. See Note 4. Related Party Agreements and Transactions for a summary of reimbursable expenses as related to administrative services.
Obligation to Pay the Distribution Services Component of Distribution and Shareholder Servicing Fee
The Distribution Services Component of the DSS Fee represents reimbursement to the Dealer Manager for costs incurred by participating broker-dealers and investment representatives for the distribution of our Common Shares. (See Note 2. Significant Accounting Policies - Distribution and Shareholder Servicing Fees regarding the obligation to pay the Distribution Services Component.) The DSS Fee quarterly payments will cease in the event that the Dealer Manager Agreement is terminated by us or the Dealer Manager or in the event of a liquidation.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk
We are subject to financial market risks, including changes in interest rates through our investment in the Master Fund. As of September 30, 2017, 90.4%2022, 99.8% of the Master Fund's debt investments (98.3% of total investments), or $344.2$71.5 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 4.6. 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, 2017,2022, 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,shares:
Basis Points (bps)
Increase (Decrease)
Annualized Net Increase
Net Increase (Decrease)
per Share
 +50 bps227 0.01 
 +100 bps478 0.03 
 +150 bps744 0.05 
 +200 bps1,011 0.06 
The Master Fund regularly measures its exposure to interest rate risk. The Master Fund assesses interest rate risk and (iv)manages its interest rate exposure on an ongoing basis by comparing its interest rate sensitive assets to its interest rate sensitive liabilities. Based on that review, the Master Fund determines whether or not any hedging transactions are necessary to mitigate exposure to changes in the Master Fund's net investment income are immediately passed on to the Master Fund's shareholders, including us:interest rates.
Basis Points (bps) Increase Net Increase per Share
 +50 bps $0.03
 +100 bps 0.06
 +150 bps 0.09
 +200 bps 0.12


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.
24



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, 2017,2022, 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, 20172022 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.
AtAs of November 9, 2017,14, 2022, 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 ofIn addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2021, which could materially affect our business, financial condition and/or operating results. The risks described in our annual report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. During the nine months ended September 30, 2017,2022, other than as set forth below, there have been no material changes from the risk factors set forth in our annual report on Form 10-K dated April 17, 2017.for the year ended December 31, 2021.
Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.
Certain of our portfolio companies may be impacted by inflation. If such portfolio companies are unable pass any increases in their costs along to their customers, it could adversely affect their results and their ability to impacting their ability to pay interest and principal on our loans. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.
25



The Company is currently operating in a period of capital markets disruption, significant volatility and economic uncertainty.
The global capital markets are experiencing a period of disruption and instability resulting in increasing spreads between the yields realized on riskier debt securities and those realized on risk-free securities, lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector and the re-pricing of credit risk in the broadly syndicated market. Highly disruptive market conditions have resulted in increasing volatility and illiquidity in the global credit, debt and equity markets generally. The duration and ultimate effect of such market conditions cannot be accurately forecasted. Extreme uncertainty regarding economic markets is resulting in declines in the market values of potential investments and declines in the market values of investments after they are made or acquired by the Company and affecting the potential for liquidity events involving such investments or portfolio companies. During periods of market disruption, portfolio companies may be more likely to seek to draw on unfunded commitments the Company has made, and the risk of being unable to fund such commitments is heightened during such periods. Applicable accounting standards require the Company to determine the fair value of its investments as the amount that would be received in an orderly transaction between market participants at the measurement date. While most of the Company’s investments are not publicly traded, as part of the Company’s valuation process the Company considers a number of measures, including comparison to publicly traded securities. As a result, volatility in the public capital markets can adversely affect the Company’s investment valuations.
Various social and political tensions around the world may contribute to increased market volatility, may have long-term effects on the worldwide financial markets and may cause further economic uncertainties worldwide. In particular, the consequences of the conflict between Russia and Ukraine, including international sanctions, the potential impact on inflation and increased disruption to supply chains may impact portfolio companies. Such consequences also may increase the Company’s funding cost or limit its access to the capital markets.
A prolonged period of market illiquidity may cause the Company to reduce the volume of loans and debt securities originated and/or fund and adversely affect the value of the Company’s portfolio investments, which could have a material and adverse effect on the Company’s business, financial condition, results of operations and cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of ProceedsProceeds.
(a) NoneNone.
(b) NoneNone.
(c) The following table provides information concerning our repurchases of Common Shares pursuant to ourCompany had implemented a share repurchase program, duringwhereby it conducts tender offers each calendar quarter. In accordance with the quarter ended SeptemberLiquidation Plan, the Company’s share repurchase program has been suspended effective March 30, 2017:2021.
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)
The maximum number of shares available for repurchase on September 20, 2017 was 307,448. A description of the maximum number of Common Shares that may be repurchased under our share repurchase program is set forth in Note 5. Common Shares to our unaudited financial statements included herein.



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.
26



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, 201714, 2022By:/s/ Matthew S. Bloom
  MATTHEW S. BLOOM
 Chief Executive Officer and President
 (Principal Executive Officer)
Date:November 9, 201714, 2022By:/s/ Paul S. Saint-Pierre        James Howley
  PAUL S. SAINT-PIERREJAMES HOWLEY
 Chief Financial Officer
 (Principal Financial Officer)


27



EXHIBIT INDEX


c. The following exhibits are filed or incorporated as part of this Report.
3.1
Certificate of Amendment to Certificate of Trust of the Registrant. (Incorporated by reference to Exhibit 99(a)(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. (Incorporated by reference to Exhibit (j) filed with Pre-Effective Amendment No. 3 to Carey Credit Income Fund 2016 T's registration statement on Form N-2 (File No. 333-198882) filed on May 4, 2015.)
10.4
Escrow Agreement by and between the Registrant, UMB Bank N.A. and Carey FinancialGuggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99(k)(1)10.7 filed with Pre-Effective Amendment No. 3 to the Registrant's registration statement onGuggenheim Credit Income Fund's Form N-210-K (File No. 333-198667)814-01117) filed on May 4, 2015.March 12, 2019.)
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.)
10.610.4 
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.)
10.7
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
10.10 
Investment Management Agreement by and between Hamilton Finance LLC and Guggenheim Credit Income Fund. (Incorporated by reference to Exhibit 10.3 filed with Guggenheim Credit Income Fund's Form 8-K (File No. 814-01117) filed on December 22, 2015.)
10.11 
Amendment to Amended and Restated Loan Agreement and Investment Management Agreement dated as of August 24, 2017. (Incorporated by reference to Exhibit 10.13 filed with Guggenheim Credit Income Fund's Form 10-Q (File No. 814-01117) filed on November 7, 2017
14.1
Code of Ethics of the Registrant. (Incorporated by reference to Exhibit 99(r)(1)14.1 filed with CareyGuggenheim Credit Income Fund 2018 T's Pre-Effective Amendment No. 2 to the Registration Statement on Form N-210-Q (File No. 333-211613)814-01117) filed on September 21, 2016.November 16, 2020.)
14.231.1 
  
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. 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.)
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.)
28



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, 2017.2022 (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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