UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended SeptemberJune 30, 2017

2023

OR

[  ]
¨

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

Commission file number: 814-01117

gugglogocmyk262a01.jpg

GUGGENHEIM CREDIT INCOME FUND

(Formerly CAREY CREDIT INCOME FUND)

(Exact name of registrant as specified in its charter)

Delaware47-2039472
Delaware47-2039472
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
330 Madison Avenue, New York, New York10017
(Address of principal executive offices)(Zip Code)

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

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

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Registrant’s telephone number, including area code: (212) 739-0700
None
N/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. Yesý [X] No ¨

[  ]

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

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

 [X]

The number of the Registrant'sregistrant had 25,594,125 common shares outstanding as of November 1, 2017 was 29,151,096.August 9, 2023.






GUGGENHEIM CREDIT INCOME FUND

INDEX

PAGE
PAGE
PART I. FINANCIAL INFORMATION
Item 1.3
7
8
16
Item 2.34
Item 3.47
Item 4.48
PART II. OTHER INFORMATION
Item 1.Legal Proceedings48
Item 1.1A.49
Item 1A.
Item 2.50
Item 3.50
Item 5.Other Information50
Item 5.6.50
Signatures51
Item 6.Exhibits Index
52



Forward-Looking Statements

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or this Report, including Management'sManagement’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"“Securities Act”), and Section 21E of the Securities Exchange Act.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 and capital market conditions; our ability to obtain or maintain credit lines or credit facilities on satisfactory terms; changes in interest rates; availability of proceeds from our private offering of common shares; our ability to identify suitable investments and/or to close on identified investments; the performance of our investments; and the ability of borrowers related to our debt investments to make payments under their respective loans. 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"(“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, 2016,2022, that was filed on March 21, 2017.15, 2023. Moreover, because we operate in a very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements as a prediction of future results, which apply only as of the date of this Report, unless noted otherwise. Except as may be 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. The forward-looking statements should be read in light of the risk factors identified in Part II. Item 1A. Risk Factors of this Report.Report and in Part I. Item 1A. Risk Factors of our Form 10-K for the fiscal year ended December 31, 2022, that was filed on March 15, 2023. The forward-looking statements and projections contained in this Report are excluded from the safe harbor protection provided by Section 27A of the Securities Act and Section 21E of the Exchange Act.

All references to “Note” or “Notes” throughout this Report refer to the notes to the consolidated financial statements of the registrant in Part I. Item 1. Consolidated Financial Statements (unaudited)(Unaudited).

Unless otherwise noted, the terms “we,” “us,” “our,” and the “Master Fund” refer to Guggenheim Credit Income Fund (formerly Carey Credit Income Fund). AllFund. Other capitalized terms used in this Report have the same meaning as defined in the Notes.


accompanying consolidated financial statements presented in

PARTPart I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (unaudited)(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. Consolidated Financial Statements (Unaudited)

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

(in thousands, except share and per share amounts)

 September 30, 2017 December 31, 2016
Assets   
Investments at fair value (amortized cost of $377,494 and $272,996, respectively)$381,054
 $275,084
Cash5,556
 6,593
Restricted cash16,317
 19,575
Collateral deposits for foreign currency forward contracts400
 
Deferred offering costs
 68
Interest and dividend income receivable2,838
 1,557
Principal receivable113
 2,521
Advisor transition costs reimbursement receivable280
 
Unrealized appreciation on foreign currency forward contracts9
 
Prepaid and deferred expenses23
 34
Total assets$406,590
 $305,432
    
Liabilities   
Credit facility payable, net of financing costs$148,865
 $124,505
Payable for investments purchased4,930
 1,093
Accrued investment advisory fee617
 489
Accrued performance-based incentive fee1,156
 536
Unrealized depreciation on foreign currency forward contracts394
 8
Payable to related party25
 33
Trustees fees payable50
 
Accrued professional services fees537
 436
Accrued advisor transition costs333
 
Accounts payable, accrued expenses and other liabilities316
 266
Total liabilities157,223
 127,366
Commitments and contingencies (Note 8. Commitments and Contingencies)
   
Net Assets$249,367
 $178,066
    
Components of Net Assets:   
Common shares, $0.001 par value, 1,000,000,000 shares authorized, 29,151,096 and 21,016,797 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively$29
 $21
Paid-in-capital in excess of par value245,788
 176,411
Accumulated distributions in excess of net investment income(1,501) (445)
Accumulated undistributed net realized gain1,876
 
Net unrealized appreciation3,175
 2,079
Net assets$249,367
 $178,066
Net asset value per Common Share$8.55
 $8.47
data)

         
  June 30, 2023  December 31, 2022 
  (Unaudited)   
Assets        
Investments at fair value (amortized cost of $37,433 and $48,438, respectively) $29,638  $40,641 
Cash and cash equivalents  4,405   8,956 
Interest and dividend income receivable  420   744 
Principal receivable  13   11,499 
Receivable from related parties  5   10 
Unrealized appreciation of foreign currency forward contracts     73 
Prepaid expenses and other assets  88   222 
Total assets $34,569  $62,145 
         
Liabilities        
Accrued management fee $123  $214 
Payable to related parties  96   96 
Accounts payable, accrued expenses and other liabilities  304   562 
Total liabilities  523   872 
Commitments and contingencies (Note 8. Commitments and Contingencies)        
Net Assets $34,046  $61,273 
         
Components of Net Assets:        
Common shares, $0.001 par value, 1,000,000,000 shares authorized, 25,594,125 and 25,594,125 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively $26  $26 
Paid-in-capital in excess of par value  51,451   78,102 
Accumulated loss, net of distributions  (17,431)  (16,855)
Net assets $34,046  $61,273 
Net asset value per Common Share (NAV) $1.33  $2.39 

See Unaudited Notes to Consolidated Financial Statements.


3

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except share and per share amounts)

 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Investment income       
Interest income$8,318
 $3,503
 $21,577
 $7,117
Dividend income
 
 
 37
Fee income13
 204
 671
 221
Total investment income8,331
 3,707
 22,248
 7,375
Operating expenses       
Interest expense1,703
 998
 4,807
 1,928
Administrative services44
 32
 141
 82
Related party reimbursements105
 98
 328
 286
Investment advisory fee1,986
 1,025
 5,620
 2,142
Performance-based incentive fee201
 43
 620
 43
Custody services24
 18
 68
 47
Trustees fees112
 101
 372
 264
Professional services fees229
 253
 765
 812
Insurance36
 35
 106
 107
Organizational expenses
 
 
 228
Advisor transition costs662
 
 662
 
Other expenses29
 21
 85
 52
Total expenses before advisor transition costs reimbursement5,131
 2,624
 13,574
 5,991
Reimbursement of advisor transition costs(662) 
 (662) 
Total expenses4,469
 2,624
 12,912
 5,991
Net investment income3,862
 1,083
 9,336
 1,384
Realized and unrealized gain (loss):       
Net realized gains (losses) on:       
Investments491
 467
 3,021
 474
Foreign currency forward contracts(410) 
 (1,029) 
Foreign currency transactions(5) 
 (116) 
Net realized gains76
 467
 1,876
 474
Net change in unrealized appreciation (depreciation) on:       
Investments1,097
 4,131
 1,473
 5,391
Foreign currency forward contracts(217) 
 (377) 
Net change in unrealized appreciation880
 4,131
 1,096
 5,391
Net realized and unrealized gains956
 4,598
 2,972
 5,865
Net increase in net assets resulting from operations$4,818
 $5,681
 $12,308
 $7,249
Per Common Share information:       
Net investment income per Common Share outstanding - basic and diluted$0.13
 $0.08
 $0.35
 $0.14
Earnings per Common Share - basic and diluted (Note 9. Earnings Per Common Share)
$0.16
 $0.40
 $0.46
 $0.71
Weighted average Common Shares outstanding (basic and diluted)29,214,286
 14,367,189
 26,976,497
 10,219,786
Distributions per Common Share$0.16
 $0.17
 $0.38
 $0.22
data)

                 
  For the Three Months Ended June 30,  For the Six Months Ended June 30, 
  2023  2022  2023  2022 
Investment Income                
Interest income $824  $2,091  $1,720  $4,436 
PIK interest income  7   25   15   104 
Dividend income           179 
Fee income  2   3   19   555 
Total investment income  833   2,119   1,754   5,274 
Operating Expenses                
Management fee  186   572   441   1,220 
Administrative services  35   40   22   82 
Custody services  9   22   19   43 
Trustees fees  73   71   141   141 
Related party reimbursements  95   169   197   229 
Professional services fees  97   193   158   384 
Other expenses  67   73   136   144 
Total expenses  562   1,140   1,114   2,243 
Net investment income  271   979   640   3,031 
Realized and unrealized gains (losses):                
Net realized gains (losses) on:                
Investments  (450)  834   (524)  1,463 
Foreign currency forward contracts  (10)  178   101   53 
Foreign currency transactions  51   (1)  15   (35)
Net realized gains (losses)  (409)  1,011   (408)  1,481 
Net change in unrealized appreciation (depreciation) on:                
Investments  (104)  (3,928)  2   (4,209)
Foreign currency forward contracts  5   25   (73)  279 
Foreign currency transactions  (4)  (1)     (3)
Net change in unrealized depreciation  (103)  (3,904)  (71)  (3,933)
Net realized and unrealized losses  (512)  (2,893)  (479)  (2,452)
Net increase (decrease) in net assets resulting from operations $(241) $(1,914) $161  $579 
Per Common Share information:                
Net investment income per Common Share outstanding - basic and diluted $0.01  $0.04  $0.02  $0.12 
Earnings (loss) per Common Share outstanding - basic and diluted $(0.01) $(0.07) $0.01  $0.02 
Weighted average Common Shares outstanding - basic and diluted  25,594,125   25,594,125   25,594,125   25,594,125 
Distribution per Common Share outstanding $0.39  $0.78  $1.07  $1.56 

See Unaudited Notes to Consolidated Financial Statements.


4

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

 (in thousands, except share amounts)and per share data)

                     
  Common Shares  Paid-in-Capital in Excess of  Accumulated Loss, net of    
  Shares  Amount  Par Value  Distributions  Total 
Balance at December 31, 2022  25,594,125  $26  $78,102  $(16,855) $61,273 
Operations:                    
Net investment income           369   369 
Net realized gain           1   1 
Net change in unrealized appreciation           32   32 
Net increase in net assets resulting from operations           402   402 
Shareholder distributions:                    
Distributions from earnings           (428)  (428)
Distributions representing a return of capital        (16,976)     (16,976)
Net decrease in net assets resulting from shareholder distributions        (16,976)  (428)  (17,404)
Net decrease for the period        (16,976)  (26)  (17,002)
Balance at March 31, 2023  25,594,125  $26  $61,126  $(16,881) $44,271 
Operations:                    
Net investment income           271   271 
Net realized losses           (409)  (409)
Net change in unrealized depreciation           (103)  (103)
Net decrease in net assets resulting from operations           (241)  (241)
Shareholder distributions:                    
Distributions from earnings           (309)  (309)
Distributions representing a return of capital        (9,675)     (9,675)
Net decrease in net assets resulting from shareholder distributions        (9,675)  (309)  (9,984)
Net decrease for the period        (9,675)  (550)  (10,225)
Balance at June 30, 2023  25,594,125  $26  $51,451  $(17,431) $34,046 

5

 Nine Months Ended September 30,
 2017 2016
Operations   
Net investment income$9,336
 $1,384
Net realized gains1,876
 474
Net change in unrealized appreciation1,096
 5,391
Net increase in net assets resulting from operations12,308
 7,249
Shareholder distributions:   
Distributions from net investment income(9,336) (1,399)
Distributions in excess of net investment income(1,056) (1,707)
Net decrease in net assets resulting from shareholder distributions(10,392) (3,106)
Capital share transactions:   
Issuance of Common Shares70,676
 88,869
Repurchase of Common Shares(1,291) 
Net increase in net assets resulting from capital share transactions69,385
 88,869
Total increase in net assets71,301
 93,012
Net assets at beginning of period178,066
 46,704
Net assets at end of period$249,367
 $139,716
Capital share activity:   
Common Shares outstanding at the beginning of the period21,016,797
 5,840,060
Common Shares issued from subscriptions8,285,299
 10,980,584
Repurchase of Common Shares outstanding(151,000) 
Common Shares outstanding at the end of the period29,151,096
 16,820,644
Accumulated distributions in excess of net investment income$(1,501) $(1,707)
  Common Shares  Paid-in-Capital in Excess of  Accumulated Loss, net of    
  Shares  Amount  Par Value  Distributions  Total 
Balance at December 31, 2021  25,594,125  $26  $169,019  $(11,765) $157,280 
Operations:                    
Net investment income           2,052   2,052 
Net realized gains           470   470 
Net change in unrealized depreciation           (29)  (29)
Net increase in net assets resulting from operations           2,493   2,493 
Shareholder distributions:                    
Distributions from earnings           (2,186)  (2,186)
Distributions representing a return of capital        (17,778)     (17,778)
Net decrease in net assets resulting from shareholder distributions        (17,778)  (2,186)  (19,964)
Net increase (decrease) for the period        (17,778)  307   (17,471)
Balance at March 31, 2022  25,594,125  $26  $151,241  $(11,458) $139,809 
Operations:                    
Net investment income           979   979 
Net realized gains           1,011   1,011 
Net change in unrealized depreciation           (3,904)  (3,904)
Net decrease in net assets resulting from operations           (1,914)  (1,914)
Shareholder distributions:                    
Distributions from earnings           (1,294)  (1,294)
Distributions representing a return of capital        (18,669)     (18,669)
Net decrease in net assets resulting from shareholder distributions        (18,669)  (1,294)  (19,963)
Net decrease for the period        (18,669)  (3,208)  (21,877)
Balance at June 30, 2022  25,594,125  $26  $132,572  $(14,666) $117,932 

See Unaudited Notes to Consolidated Financial Statements.


6

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 Nine Months Ended September 30,
 2017 2016
Operating activities   
Net increase in net assets resulting from operations$12,308
 $7,249
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:   
Paid-in-kind income(169) (37)
Amortization of premium/accretion on investments, net(941) (393)
Proceeds from sales of investments51,037
 37,488
Proceeds from paydowns on investments55,061
 22,154
Purchase of investments(206,464) (195,614)
Net realized gain on investments(3,021) (474)
Net change in unrealized appreciation on investments(1,473) (5,391)
Net change in unrealized depreciation on foreign currency forward contracts377
 
Amortization of deferred financing costs360
 342
(Increase) decrease in operating assets:   
Deferred offering costs68
 
Interest and dividend income receivable(1,281) (842)
Principal receivable2,408
 23
Advisor transition costs reimbursement receivable(280) 
Prepaid and deferred expenses11
 (119)
Increase (decrease) in operating liabilities:   
Payable for investments purchased3,837
 (4,230)
Accrued investment advisory fee128
 206
Accrued performance-based incentive fee620
 43
Payable to related party(8) 19
Accrued professional services fees101
 212
Trustees fees payable50
 45
Accrued advisor transition costs333
 
Accounts payable, accrued expenses and other liabilities50
 79
Net cash used in operating activities(86,888) (139,240)
Financing activities   
Issuance of Common Shares70,676
 88,869
Repurchase of Common Shares(1,291) 
Credit facility borrowings24,000
 58,000
Payment of financing costs
 (219)
Distributions paid(10,392) (3,106)
Net cash provided by financing activities82,993
 143,544
    
Net increase (decrease) in restricted and unrestricted cash(3,895) 4,304
Restricted and unrestricted cash, beginning of period26,168
 9,925
Restricted and unrestricted cash, end of period$22,273
 $14,229
Reconciliation of restricted and unrestricted cash   
Cash5,556
 5,464
Restricted cash16,317
 8,765
Collateral deposits for foreign currency forward contracts400
 
Total restricted and unrestricted cash$22,273
 $14,229
Supplemental disclosure of cash flow information:   
Cash paid for interest$4,360
 $1,468

         
  For the Six Months Ended June 30, 
  2023  2022 
Operating activities        
Net increase in net assets resulting from operations $161  $579 
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:        
Capitalized paid-in-kind income  (15)  (189)
Amortization of premium/accretion of discount, net  (96)  (261)
Proceeds from sales of investments  16,011   8,024 
Proceeds from paydowns on investments  641   23,160 
Net receipt of settlement of derivatives  115   583 
Net payment of settlement of derivatives  (13)  (530)
Net realized gains on derivatives  (101)  (53)
Purchases of investments  (6,061)  (1,643)
Net realized (gains) losses on investments  524   (1,463)
Net change in unrealized (appreciation) depreciation on investments  (2)  4,209 
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts  73   (279)
Decrease in operating assets:        
Interest and dividend income receivable  324   117 
Principal receivable  11,486   4,122 
Receivable from related parties  5   20 
Prepaid expenses and other assets  134   135 
Increase (decrease) in operating liabilities:        
Accrued management fee  (91)  (401)
Payable to related parties     54 
Accounts payable, accrued expenses and other liabilities  (258)  (271)
Net cash provided by operating activities  22,837   35,913 
Financing activities        
Distributions paid  (27,388)  (39,927)
Net cash used in financing activities  (27,388)  (39,927)
Net decrease in cash and cash equivalents  (4,551)  (4,014)
Cash and cash equivalents, beginning of period  8,956   29,204 
Cash and cash equivalents, end of period $4,405  $25,190 

See Unaudited Notes to Consolidated Financial Statements.

7

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

                       
June 30, 2023 (in thousands)
Portfolio Company (1) (2) (3) Footnotes Investment Spread
Above
Reference
Rate (4)
 Interest
Rate (4) (5)
 Maturity Date Principal / Par Amount / Shares (6)  Amortized Cost (7) (8)  Fair Value  % of Net Assets 
INVESTMENTS                      
Debt investments - 85.9%                
Automotive                    
Accuride Corporation   Senior Secured Loans - First Lien L+5.25% 10.44% 11/17/2023 $4,073  $4,064  $3,362   9.9%
Total Automotive          4,064   3,362   9.9%
Chemicals, Plastics & Rubber                    
Drew Marine Group Inc. (11) Senior Secured Loans - First Lien S+4.25% 9.64% 6/26/2026  960   953   942   2.8%
Total Chemicals, Plastics & Rubber          953   942   2.8%
Consumer Goods: Non-Durable                    
Galls LLC (10)(11) Senior Secured Loans - First Lien S+7.42% 12.46% 1/31/2025  3,690   3,681   3,597   10.6%
Galls LLC (Delayed Draw B) (10)(11) Senior Secured Loans - First Lien S+7.20% 11.80% 1/31/2025  541   540   528   1.6%
Galls LLC (Revolver) (9)(11) Senior Secured Loans - First Lien S+6.38% 11.99% 1/31/2024  424   415   409   1.2%
                 4,636   4,534   13.4%
                           
Pure Fishing, Inc.   Senior Secured Loans - First Lien S+4.61% 9.72% 12/19/2025  3,878   3,676   2,831   8.3%
Total Consumer Goods: Non-Durable          8,312   7,365   21.7%
Energy: Oil & Gas                    
Basic Energy Services Inc (13) Senior Secured Bonds N/A N/A 10/15/2023  4,291   1,458   32   0.1%
Permian Production Partners (10)(11) Senior Secured Loans - First Lien S+8.11% 13.22% 11/23/2025  414   273   413   1.2%
Total Energy: Oil & Gas          1,731   445   1.3%
Metals & Mining                    
Polyvision Corp. (10)(11) Senior Secured Loans - First Lien S+8.50% 13.77% 2/21/2026  3,686   3,651   3,133   9.2%
Polyvision Corp. (10)(11) Senior Secured Loans - First Lien S+8.50% 13.77% 2/21/2026  1,038   1,028   882   2.6%
Polyvision Corp. (Delayed Draw) (10)(11) Senior Secured Loans - First Lien S+8.63% 13.78% 2/21/2026  141   141   120   0.4%
Polyvision Corp. (Revolver) (10)(11) Senior Secured Loans - First Lien S+8.63% 13.78% 2/21/2026  966   897   821   2.4%
Total Metals & Mining          5,717   4,956   14.6%
Retail                          
Save-a-Lot (11) Senior Secured Loans - First Lien S+7.35% 12.21% 6/30/2026  995   895   965   2.8%
Save-a-Lot (11) Senior Secured Loans - First Lien S+7.35% 12.21% 6/30/2026  466   261   436   1.3%
Save-a-Lot (11) Senior Secured Loans - Second Lien S+11.50% 16.47% 12/31/2026  823   474   572   1.7%
Total Retail                1,630   1,973   5.8%

8



September 30, 2017 (in thousands)
Portfolio Company (1) (2) (3)
 Footnotes Investment 
Spread
Above
Reference
Rate (4)
 
Interest
Rate (4) (5)
 Maturity Date 
Principal / Par Amount / Shares (6)
 
Amortized Cost (7)
 Fair Value % of Net Assets
INVESTMENTS                  
Debt investments - 152.6%                  
Aerospace & Defense                
Advanced Integration Technology (15) Senior Secured Loans - First Lien L+4.75% 5.99% 4/3/2023 8,915
 $8,784
 $8,893
 3.6%
National Technical Systems (15) Senior Secured Loans - First Lien L+6.25% 7.49% 6/14/2021 3,488
 3,458
 3,400
 1.4%
                   
Tronair, Inc (15) Senior Secured Loans - First Lien L+4.75% 6.06% 9/8/2023 3,960
 3,921
 3,940
 1.6%
Tronair, Inc (15) Senior Secured Loans - Second Lien L+8.75% 10.06% 9/6/2024 4,000
 3,873
 3,878
 1.5%
              7,794
 7,818
 3.1%
Total Aerospace & Defense

           20,036
 20,111
 8.1%
Automotive                
Accuride Corp. (15) Senior Secured Loans - First Lien L+7.00% 8.33% 11/10/2023 11,910
 11,506
 12,104
 4.8%
                   
Express Oil (13)(15) Senior Secured Loans - First Lien L+6.75% 8.07% 6/14/2024 2,368
 2,317
 2,317
 0.9%
Express Oil (Delayed Draw) (12)(13)(15) Senior Secured Loans - First Lien L+6.75% 8.07% 6/14/2024 779
 771
 761
 0.3%
Express Oil (Revolver) (8)(12)(13)(15)(18) Senior Secured Loans - First Lien L+6.75% N/A 6/14/2022 
 (29) (28) %
              3,059
 3,050
 1.2%
                   
Humanetics (15) Senior Secured Loans - First Lien L+6.00% 7.24% 7/12/2022 8,543
 8,344
 8,402
 3.4%
Humanetics (Revolver) (8)(12)(13)(15)(18) Senior Secured Loans - First Lien L+6.00% N/A 7/12/2022 
 (9) (48) %
              8,335
 8,354
 3.4%
                   
Mavis Tire Supply LLC (15) Senior Secured Loans - First Lien L+5.25% 6.49% 11/2/2020 2,933
 2,905
 2,907
 1.2%
Total Automotive           25,805
 26,415
 10.6%
Banking, Finance, Insurance & Real Estate                
C-III Capital Partners (11)(15) Senior Secured Loans - First Lien L+9.00% 10.25% 8/8/2021 2,545
 2,463
 2,523
 1.0%
Integro Insurance Brokers (15) Senior Secured Loans - First Lien L+5.75% 6.83% 10/28/2022 1,002
 972
 999
 0.4%
Total Banking, Finance, Insurance & Real Estate         3,435
 3,522
 1.4%
Beverage, Food & Tobacco                
Addo Foods Group UK(10)(11)(15) Senior Secured Loans - First Lien L+8.00% 9.00% 3/14/2024 £10,000 12,144
 13,057
 5.2%
                   
Blue Harvest Fisheries (15) Senior Secured Loans - First Lien L+7.00% 8.24% 7/29/2022 6,809
 6,723
 6,726
 2.7%
Blue Harvest Fisheries (14)(15) Subordinated Debt N/A 10.00% 7/29/2022 357
 354
 356
 0.2%
              7,077
 7,082
 2.9%
                   
Chef's Warehouse, Inc. (11) Senior Secured Loans - First Lien L+4.75% 5.99% 6/22/2022 4,038
 3,974
 4,094
 1.6%

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2023 (in thousands)
Portfolio Company (1) (2) (3) Footnotes Investment Spread
Above
Reference
Rate (4)
 Interest
Rate (4) (5)
 Maturity Date Principal / Par Amount / Shares (6)  Amortized Cost (7) (8)  Fair Value  % of Net Assets 
Services: Business                    
Hersha Hospitality Management (11) Senior Secured Loans - First Lien S+4.90% 9.85% 3/2/2026  4,740   4,657   4,679   13.7%
                           
PSI Services LLC (Revolver) (9)(11) Senior Secured Loans - First Lien L+5.75% 11.02% 10/4/2025  298   298   277   0.8%
PSI Services LLC (Delayed Draw) (11) Senior Secured Loans - First Lien L+5.75% 11.02% 10/4/2026  175   175   162   0.5%
PSI Services LLC (Delayed Draw) (11) Senior Secured Loans - First Lien L+5.75% 11.02% 10/4/2026  414   414   384   1.1%
PSI Services LLC (11) Senior Secured Loans - First Lien L+5.75% 11.02% 10/16/2026  2,765   2,732   2,567   7.5%
                 3,619   3,390   9.9%
                           
Total Services: Business          8,276   8,069   23.6%
Technology                          
Allvue Systems (Revolver) (9)(11) Senior Secured Loans - First Lien S+5.75% 11.14% 9/6/2024  74   61   69   0.2%
Allvue Systems (Term Loan) (11) Senior Secured Loans - First Lien S+5.75% 11.29% 9/4/2026  838   836   807   2.4%
                 897   876   2.6%
                           
Apptio, Inc. (Revolver) (9)(11) Senior Secured Loans - First Lien S+5.00% 10.29% 12/3/2024  98   79   88   0.3%
Apptio, Inc. (11) Senior Secured Loans - First Lien S+5.00% 10.29% 1/10/2025  1,129   1,125   1,129   3.3%
                 1,204   1,217   3.6%
                           
Total Technology          2,101   2,093   6.2%
Total Debt Investments         $32,784  $29,205   85.9%
                           
Equity investments - 1.2%                    
                           
Energy: Oil & Gas                    
Permian Production Partners (11) Equity/Other N/A N/A    203,022      11   %
Total Energy: Oil & Gas             11   %
Retail                          
Save-a-Lot   Equity/Other N/A N/A    53,097      21   0.1%
Total Retail                   21   0.1%

9



September 30, 2017 (in thousands)
Portfolio Company (1) (2) (3)
 Footnotes Investment 
Spread
Above
Reference
Rate (4)
 
Interest
Rate (4) (5)
 Maturity Date 
Principal / Par Amount / Shares (6)
 
Amortized Cost (7)
 Fair Value % of Net Assets
CTI Foods   Senior Secured Loans - Second Lien L+7.25% 8.49% 6/28/2021 5,000
 4,689
 4,069
 1.6%
Kar Nut Products Co. (15) Senior Secured Loans - First Lien L+4.50% 5.80% 3/31/2023 1,000
 991
 991
 0.4%
                   
Parts Town, LLC (15) Senior Secured Loans - First Lien L+6.50% 7.74% 6/23/2022 6,930
 6,930
 6,930
 2.8%
Parts Town, LLC (15) Senior Secured Loans - First Lien L+6.50% 7.74% 6/23/2022 1,493
 1,479
 1,493
 0.6%
Parts Town, LLC (Revolver) (8)(12)(15)(13) Senior Secured Loans - First Lien L+6.50% 7.74% 6/23/2022 800
 717
 718
 0.3%
              9,126
 9,141
 3.7%
                   
Reddy Ice   Senior Secured Loans - First Lien L+5.50% 6.75% 5/1/2019 3,625
 3,514
 3,576
 1.4%
Total Beverage, Food & Tobacco           41,515
 42,010
 16.8%
Capital Equipment                
Endries Acquisition Holdings (15) Senior Secured Loans - First Lien L+4.75% 5.98% 6/1/2023 625
 619
 619
 0.3%
Great Lakes Dredge and Dock (11) Senior Unsecured Debt N/A 8.00% 5/15/2022 2,000
 2,000
 2,075
 0.8%
Total Capital Equipment           2,619
 2,694
 1.1%
Chemicals, Plastics & Rubber                
Ilpea Parent Inc IT(10)(11)(15) Senior Secured Loans - First Lien L+5.50% 6.74% 3/31/2023 5,863
 5,782
 5,885
 2.4%
Total Chemicals, Plastics & Rubber           5,782
 5,885
 2.4%
Construction & Building

                
CH2M (15) Senior Secured Bonds N/A 10.00% 4/28/2020 12,000
 12,000
 13,020
 5.2%
Fiber Composites, LLC (14)(15)(20) Senior Unsecured Debt N/A 12.50% 6/29/2022 5,458
 5,333
 5,453
 2.2%
                   
GAL Manufacturing (13)(15) Senior Secured Loans - First Lien L+4.25% 5.58% 6/26/2023 5,553
 5,461
 5,461
 2.2%
GAL Manufacturing (13)(15) Senior Secured Loans - Second Lien L+8.25% 9.58% 6/26/2024 6,000
 5,873
 5,870
 2.4%
GAL Manufacturing (Revolver) (8)(13)(15) Senior Secured Loans - First Lien L+4.25% 5.58% 6/26/2022 60
 8
 8
 %
              11,342
 11,339
 4.6%
                   
Hayward Industries, Inc. (13)(15) Senior Secured Loans - Second Lien L+8.25% 9.49% 7/18/2025 6,000
 5,895
 5,970
 2.4%
SRS Distribution Inc.   Senior Secured Loans - Second Lien L+8.75% 9.99% 2/24/2023 6,790
 6,710
 6,985
 2.8%
Total Construction & Building           41,280
 42,767
 17.2%
Consumer Goods: Non-Durable                
Implus Footcare, LLC (15) Senior Secured Loans - First Lien L+6.75% 8.08% 4/30/2021 4,758
 4,709
 4,716
 1.9%
Implus Footcare, LLC (15) Senior Secured Loans - First Lien L+6.75% 8.01% 4/30/2021 923
 911
 915
 0.4%
              5,620
 5,631
 2.3%
Total Consumer Goods:  Non-Durable           5,620
 5,631
 2.3%
Containers, Packaging & Glass                
Bioplan USA, Inc.   Senior Secured Loans - First Lien L+4.75% 5.99% 9/23/2021 5,526
 5,014
 5,511
 2.2%
                   

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)



June 30, 2023 (in thousands)
Portfolio Company (1) (2) (3) Footnotes Investment Spread
Above
Reference
Rate (4)
 Interest
Rate (4) (5)
 Maturity Date Principal / Par Amount / Shares (6)  Amortized Cost (7) (8)  Fair Value  % of Net Assets 
Service: Businesses                    
YAK BLOCKER 2 LLC SERIES A (11) Equity/Other N/A N/A    422,178   2,514   232   0.7%
YAK BLOCKER 2 LLC SERIES B-1 (11) Equity/Other N/A N/A    1,130,232   1,923   153   0.4%
YAK BLOCKER 2 LLC SERIES B-2 (11) Equity/Other N/A N/A    120,558   205   16   %
YAK BLOCKER 2 LLC SERIES C-1 (11) Equity/Other N/A N/A    30,451   4      %
YAK BLOCKER 2 LLC SERIES C-2 (11) Equity/Other N/A N/A    28,145   3      %
Total Service: Businesses          4,649   401   1.1%
Total Equity Investments         $4,649  $433   1.2%
                           
Total Investments - 87.1%         $37,433  $29,638   87.1%

September 30, 2017 (in thousands)
Portfolio Company (1) (2) (3)
 Footnotes Investment 
Spread
Above
Reference
Rate (4)
 
Interest
Rate (4) (5)
 Maturity Date 
Principal / Par Amount / Shares (6)
 
Amortized Cost (7)
 Fair Value % of Net Assets
Resource Label Group LLC (15) Senior Secured Loans - First Lien L+4.50% 5.83% 5/26/2023 2,974
 2,946
 2,978
 1.2%
Resource Label Group LLC (15) Senior Secured Loans - Second Lien L+8.50% 9.83% 11/26/2023 3,000
 2,957
 3,004
 1.2%
              5,903
 5,982
 2.4%
Total Containers, Packaging & Glass           10,917
 11,493
 4.6%
Energy: Oil & Gas                
BreitBurn Energy Partners LP (11)(15)(16) Senior Secured Bonds N/A —% 5/18/2020 3,250
 3,153
 2,990
 1.2%
                   
Ferrellgas, LP (11) Senior Unsecured Debt N/A 6.50% 5/1/2021 1,650
 1,646
 1,601
 0.6%
Ferrellgas, LP (11) Senior Unsecured Debt N/A 6.75% 1/15/2022 2,950
 2,867
 2,862
 1.1%
Ferrellgas, LP (11) Senior Unsecured Debt N/A 6.75% 6/15/2023 1,855
 1,766
 1,785
 0.7%
              6,279
 6,248
 2.4%
                   
Moss Creek Resources (13)(15) Senior Unsecured Debt L+8.00% 9.50% 3/29/2022 9,333
 9,139
 9,217
 3.7%
Penn Virginia (11)(12)(13)(15) Senior Secured Loans - Second Lien L+7.00% 8.34% 9/29/2022 3,000
 2,940
 2,940
 1.2%
Total Energy: Oil & Gas           21,511
 21,395
 8.5%
Healthcare & Pharmaceuticals                
Alltech (15) Subordinated Debt L+7.25% 8.49% 7/9/2023 14,376
 14,198
 14,203
 5.7%
Alltech (15) Subordinated Debt L+7.25% 8.25% 7/9/2023 €601 619
 702
 0.3%
              14,817
 14,905
 6.0%
                   
Hanger, Inc. (11)(15) Senior Unsecured Debt N/A 11.50% 8/1/2019 4,000
 3,950
 4,150
 1.6%
                   
WIRB-Copernicus Group (15) Senior Secured Loans - Second Lien L+9.00% 10.30% 8/15/2023 8,000
 7,861
 7,908
 3.2%
WIRB-Copernicus Group (15) Senior Secured Loans - Second Lien L+9.00% 10.33% 8/15/2023 4,000
 3,947
 3,954
 1.6%
              11,808
 11,862
 4.8%
Total Healthcare & Pharmaceuticals           30,575
 30,917
 12.4%
Hotel, Gaming & Leisure                
Bay Club Company   Senior Secured Loans - First Lien L+6.50% 7.74% 8/24/2022 7,660
 7,482
 7,774
 3.1%
Welcome Break UK(10)(11)(15) Senior Secured Loans - Second Lien L+8.00% 8.29% 1/26/2023 £5,989 7,378
 7,920
 3.2%
Total Hotel, Gaming & Leisure           14,860
 15,694
 6.3%
                 
                 
Media: Advertising, Printing & Publishing                
Boats Group (15) Senior Secured Loans - First Lien L+5.75% 7.05% 9/9/2022 6,930
 6,861
 6,863
 2.7%
Boats Group (Revolver) (8)(13)(15)(18) Senior Secured Loans - First Lien L+5.75% N/A 8/10/2021 
 (100) (99) %
              6,761
 6,764
 2.7%
GUGGENHEIM CREDIT INCOME FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)


September 30, 2017 (in thousands)
Portfolio Company (1) (2) (3)
 Footnotes Investment 
Spread
Above
Reference
Rate (4)
 
Interest
Rate (4) (5)
 Maturity Date 
Principal / Par Amount / Shares (6)
 
Amortized Cost (7)
 Fair Value % of Net Assets
                   
Dominion Web Solutions (15) Senior Secured Loans - First Lien L+6.25% 7.48% 6/15/2024 5,640
 5,640
 5,546
 2.2%
Dominion Web Solutions (Revolver) (8)(13)(15)(18) Senior Secured Loans - First Lien L+6.25% N/A 6/15/2023 
 (49) (49) %
              5,591
 5,497
 2.2%
Total Media: Advertising, Printing & Publishing         12,352
 12,261
 4.9%
Media: Broadcasting & Subscription              
ProQuest LLC (15) Senior Secured Loans - Second Lien L+9.00% 10.24% 12/15/2022 787
 772
 764
 0.3%
Total Media:  Broadcasting & Subscription         772
 764
 0.3%
Metals & Mining              
New Day Aluminum LLC (14)(15)(21) Senior Secured Bonds N/A 10.00% 10/28/2020 23
 1
 14
 %
Total Metals & Mining           1
 14
 %
Retail                
Belk Inc.   Senior Secured Loans - First Lien L+4.75% 6.05% 12/12/2022 2,281
 2,077
 1,919
 0.8%
Blue Nile Inc. (15) Senior Secured Loans - First Lien L+6.50% 7.83% 2/17/2023 11,850
 11,522
 11,909
 4.8%
                   
Med Intermediate (MyEyeDr) (15) Senior Secured Loans - First Lien L+6.25% 7.49% 8/14/2021 4,804
 4,766
 4,837
 1.9%
Med Intermediate (MyEyeDr) (Delayed Draw) (8)(12)(15) Senior Secured Loans - First Lien L+6.25% 7.49% 8/16/2021 139
 116
 150
 0.1%
Med Intermediate (MyEyeDr) (Term Loan B) (15) Senior Secured Loans - First Lien L+6.25% 7.49% 8/16/2021 1,256
 1,241
 1,265
 0.5%
              6,123
 6,252
 2.5%
                   
Pet Holdings ULC CN(10)(11)(15) Senior Secured Loans - First Lien L+5.50% 6.80% 6/23/2022 4,455
 4,394
 4,455
 1.8%
Pet Holdings ULC (Delayed Draw) CN(8)(10)(11)(15) Senior Secured Loans - First Lien L+5.50% 6.79% 6/23/2022 375
 375
 375
 0.1%
              4,769
 4,830
 1.9%
                   
Toys R Us (DIP) (12)(13) Senior Secured Loans - First Lien L+6.75% 8.07% 1/22/2019 2,000
 1,990
 2,040
 0.8%
Total Retail           26,481
 26,950
 10.8%
Technology                
ACA Compliance Group (15) Senior Secured Loans - First Lien L+4.75% 5.99% 1/30/2021 998
 988
 999
 0.4%
                   
Advanced Computer Software UK(10)(11) Senior Secured Loans - First Lien L+5.50% 6.82% 3/18/2022 742
 722
 736
 0.3%
Advanced Computer Software UK(10)(11) Senior Secured Loans - Second Lien L+9.50% 10.81% 1/31/2023 6,000
 5,546
 5,625
 2.2%
              6,268
 6,361
 2.5%
                   
Advicent Solutions (15) Senior Secured Loans - First Lien L+8.25% 9.55% 2/28/2022 7,144
 6,982
 7,105
 2.8%
GUGGENHEIM CREDIT INCOME FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)


September 30, 2017 (in thousands)
Portfolio Company (1) (2) (3)
 Footnotes Investment 
Spread
Above
Reference
Rate (4)
 
Interest
Rate (4) (5)
 Maturity Date 
Principal / Par Amount / Shares (6)
 
Amortized Cost (7)
 Fair Value % of Net Assets
Alegeus Technology LLC (15) Senior Secured Loans - First Lien L+5.00% 6.26% 4/28/2023 998
 988
 988
 0.4%
Causeway Technologies UK(10)(11)(15) Senior Secured Loans - First Lien L+7.00% 8.22% 6/2/2024 £2,300 2,912
 3,023
 1.2%
Cologix Holdings   Senior Secured Loans - Second Lien L+7.00% 8.24% 3/20/2025 3,000
 2,970
 3,035
 1.2%
                   
Cvent, Inc.   Senior Secured Loans - First Lien L+4.00% 5.24% 11/29/2023 5,373
 5,320
 5,440
 2.2%
Cvent, Inc. (15) Senior Secured Loans - Second Lien L+10.00% 11.24% 5/29/2024 5,385
 5,101
 5,204
 2.1%
              10,421
 10,644
 4.3%
                   
Epicor Software Cop. (15) Senior Secured Bonds L+8.25% 9.40% 5/21/2023 5,000
 4,881
 4,885
 2.0%
Greenway Health, LLC   Senior Secured Loans - First Lien L+4.25% 5.58% 2/16/2024 7,980
 7,906
 8,020
 3.2%
                   
Lytx, Inc. (13)(15) Senior Secured Loans - First Lien L+6.75% 7.99% 8/31/2023 6,632
 6,474
 6,470
 2.6%
Lytx, Inc. (Revolver) (8)(12)(13)(15)(18) Senior Secured Loans - First Lien L+6.75% N/A 8/31/2022 
 (45) (45) %
              6,429
 6,425
 2.6%
          ��        
Ministry Brands (13)(15) Senior Secured Loans - First Lien L+5.00% 6.23% 12/2/2022 976
 966
 971
 0.4%
Ministry Brands (Delayed Draw) (8)(12)(13)(15) Senior Secured Loans - First Lien L+5.00% 6.20% 12/2/2022 519
 516
 515
 0.2%
Ministry Brands (Delayed Draw) (13)(15) Senior Secured Loans - First Lien P+5.00% 8.25% 12/2/2022 53
 53
 53
 %
              1,535
 1,539
 0.6%
                   
Onyx CenterSource (15) Senior Secured Loans - First Lien L+6.75% 8.09% 12/20/2021 7,179
 7,150
 7,150
 2.9%
Onyx CenterSource (Revolver) (8)(12)(13)(15) Senior Secured Loans - First Lien L+6.75% 8.09% 12/20/2021 44
 3
 9
 %
              7,153
 7,159
 2.9%
                   
Planview, Inc. (15) Senior Secured Loans - First Lien L+5.25% 6.49% 1/18/2023 4,366
 4,306
 4,308
 1.7%
Planview, Inc. (15) Senior Secured Loans - Second Lien L+9.75% 10.99% 7/27/2023 4,388
 4,324
 4,329
 1.7%
              8,630
 8,637
 3.4%
                   
PluralSight Holdings (13)(15) Senior Secured Loans - First Lien L+8.50% 9.84% 6/12/2023 5,794
 5,694
 5,694
 2.3%
PluralSight Holdings (Revolver) (8)(12)(13)(15)(18) Senior Secured Loans - First Lien L+8.50% N/A 6/12/2022 
 (30) (29) %
              5,664
 5,665
 2.3%
                   
Tritech Software Systems (15) Senior Secured Loans - First Lien L+4.50% 5.80% 4/3/2023 5,686
 5,633
 5,633
 2.3%
Tritech Software Systems (15) Senior Secured Loans - Second Lien L+8.50% 9.80% 10/17/2023 6,000
 5,951
 5,951
 2.4%
              11,584
 11,584
 4.7%
Total Technology           85,311
 86,069
 34.5%
GUGGENHEIM CREDIT INCOME FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)


September 30, 2017 (in thousands)
Portfolio Company (1) (2) (3)
 Footnotes Investment 
Spread
Above
Reference
Rate (4)
 
Interest
Rate (4) (5)
 Maturity Date 
Principal / Par Amount / Shares (6)
 
Amortized Cost (7)
 Fair Value % of Net Assets
Telecommunications                
Eco-Site (Delayed Draw) (8)(12)(13)(15) Senior Secured Loans - First Lien L+8.00% 9.29% 2/3/2022 9,643
 9,472
 9,450
 3.8%
Total Telecommunications           9,472
 9,450
 3.8%
Utilities: Electric                
BHI Energy (13)(15) Senior Secured Loans - Second Lien L+8.75% 9.98% 2/25/2025 6,000
 5,880
 5,970
 2.4%
Moxie Liberty LLC   Senior Secured Loans - First Lien L+6.50% 7.83% 8/21/2020 2,959
 2,902
 2,646
 1.1%
Moxie Patriot LLC (15) Senior Secured Loans - First Lien L+5.75% 7.08% 12/21/2020 631
 612
 590
 0.2%
MRP Generation Holdings LLC (11)(15) Senior Secured Loans - First Lien L+7.00% 8.33% 10/18/2022 4,950
 4,691
 4,678
 1.9%
Panda Hummel LLC   Senior Secured Loans - First Lien L+6.00% 7.24% 10/27/2022 655
 634
 606
 0.2%
PrimeLine Utility Services (13)(14)(15)(22) Senior Unsecured Debt N/A 16.00% 6/1/2020 2,108
 2,076
 2,075
 0.8%
Total Utilities:  Electric           16,795
 16,565
 6.6%
Total Debt Investments             $375,139
 $380,607
 152.6%
                   
Equity investments - 0.2%                  
Beverage, Food & Tobacco                
Blue Harvest Fisheries (Closed End Units) (13)(15)(17) Equity and Other N/A N/A   
 $13
 $13
 %
Total Beverage, Food & Tobacco           13
 13
 %
Energy: Oil & Gas

                
BreitBurn Energy Partners LP (Preferred Equity) 
(9)(11)(13)(15)(17)

 Equity and Other N/A —%   251
 $1,886
 $
 %
SandRidge Energy Inc. (Common Equity) (11)(13)(17) Equity and Other N/A N/A   22
 456
 434
 0.2%
Total Energy: Oil & Gas           2,342
 434
 0.2%
Total Equity Investments             $2,355
 $447
 0.2%
                   
Total Investments - 152.8% (19)           $377,494
 $381,054
 152.8%
September 30, 2017 (in thousands)
Derivative Counterparty Settlement Date Amount Purchased Amount Sold 
Amortized Cost (7)
 Fair Value % of Net Assets
Foreign Currency Forward Contracts (19)
           
JPMorgan Chase Bank 10/12/2017 $713 €595 $
 $9
  %
JPMorgan Chase Bank 10/12/2017 $23,810 €18,056 
 $(394) (0.2)%
GUGGENHEIM CREDIT INCOME FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)


_______________________
(1)Security may be an obligation of one or more entities affiliated with the named portfolio company.

(2)All debt and equity investments are income producing unless otherwise noted.

(3)All investments are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940 Act; non-controlled/non-affiliated(the “1940 Act”). The provisions of the 1940 Act classify investments arebased on the level of control that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when we own 25% or less of the portfolio company’s voting securities and “controlled” when we own more than 25% of the portfolio company’s voting securities. The provisions of the 1940 Act also classify investments further based on the level of ownership that are neither controlled investments nor affiliated investments.we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when we own less than 5% of a portfolio company’s voting securities and “affiliated” when we own 5% or more of a portfolio company’s voting securities.

(4)
The periodic interest rate for all floating rate loans is indexed to London Interbank Offered Rate ("LIBOR"(“LIBOR” or "LIBO rate"“LIBOR rate”), (denoted as "L"“L”), Euro Interbank Offered Rate (“EURIBOR”) (denoted as “E”), British Pound Sterling LIBOR (“GBP LIBOR”) (denoted as “G”), Secured Overnight Financing Rate (“SOFR”) (denoted as “S”), Sterling Overnight Index Average (“SONIA”) (denoted as “N”) or Prime Rate denoted(denoted as "P"“P”). Pursuant to the terms of the underlying credit agreements, the base interest rates typically reset annually, semi-annually, quarterly or monthly at the borrower'sborrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these floating rate loans, the Consolidated Schedule of Investments presents the applicable margin over LIBOR, EURIBOR, GBP LIBOR or Prime based on each respective credit agreement. Unless otherwise noted the base interest rate floor (e.g. 1.00%) for each floating rate loan indexed to LIBOR exceeded all of the relevant LIBOR indices as of the most recent interest rate reset date. As of SeptemberJune 30, 2017, LIBO2023, LIBOR rates ranged between 1.23%5.21% for 1-month LIBOR to 1.33%5.76% for 3-month LIBOR.
6-month LIBOR and the SOFR rates ranged between 5.14% for 1-month SOFR to 5.39% for 6-month SOFR.

(5)For portfolio companies with multiple interest rate contracts under a single credit agreement, the interest rate shown is a weighted average current interest rate in effect at SeptemberJune 30, 2017.2023.

(6)Unless noted otherwise, the principal amount (par amount) for all debt securities is denominated in thousands of U.S. Dollars.dollars. Equity investments are recorded as number of shares owned.

(7)Cost represents amortized cost, inclusive of any capitalized paid-in-kind income (“PIK”), for debt securities, and cost plus capitalized PIK, if any, for preferred stock; currency amounts are presented in thousands of U.S. Dollars.stock.

(8)As of June 30, 2023, the aggregate gross unrealized appreciation for all securities, including foreign currency forward contracts, in which there was an excess of value over tax cost was $0.6 million; the aggregate gross unrealized depreciation for all securities, including foreign currency forward contracts, in which there was an excess of tax cost over value was $10.0 million; the net unrealized depreciation was $9.4 million; the aggregate cost of securities for Federal income tax purposes was $39.0 million.

(8)
(9)
The investment is either a delayed draw loan or a revolving credit facility whereby some or all of the investment commitment is undrawn as of SeptemberJune 30, 20172023 (see Note 8. Commitments and Contingencies).

(9)(10)The preferred stock investment contains a payment-in-kind ("PIK") provision, whereby the security issuer has the option to pay preferred dividends with the issuance of additional identical securities in the initial three year period after issuance. Since the initial investment date through March 2016, all dividend payments have been paid with the issuance of additional shares of preferred stock. The security issuer ceased paying PIK dividends in April 2016.
(10)A portfolio company domiciled in a foreign country. The regulatory jurisdiction of security issuance may be a different country than the domicile of the portfolio company.
(11)The investment is not a qualifying asset as defined in Section 55(a) of the 1940 Act. As of September 30, 2017, qualifying assets represented 82% of total assets. Under the 1940 Act we may not acquire any non-qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets.
(12)Investment position or portion thereof unsettled as of September 30, 2017.
(13)
Security or portion thereof was not pledged as collateral supporting the amounts outstanding under a credit facility as of September 30, 2017; (see Note 7. Borrowings).
(14)The underlying credit agreement or indenture contains a PIK provision, whereby the issuer has either the option or the obligation to make interest payments with the issuance of additional securities. The interest rate in the schedule represents the current interest rate in effect for these investments. Unless otherwise noted, interest rate is comprised entirely of PIK.

10

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)


 
Coupon RatePIK ComponentCash ComponentPIK Option
Galls LLCS+7.42%0.50%S+6.92%The Portfolio Company may elect PIK up to 0.50%.
Galls LLCS+7.20%0.50%S+6.70%The Portfolio Company may elect PIK up to 0.50%.
Polyvision Corp.S+8.50%2.00%S+6.50%The Portfolio Company may elect PIK up to 2.00%.
Polyvision Corp.S+8.50%2.00%S+6.50%The Portfolio Company may elect PIK up to 2.00%.
Polyvision Corp.S+8.63%2.00%S+6.63%The Portfolio Company may elect PIK up to 2.00%.
Polyvision Corp.S+8.63%2.00%S+6.63%The Portfolio Company may elect PIK up to 2.00%.
Permian Production PartnersS+8.11%2.00%S+6.11%The Portfolio Company may elect PIK up to 2.00%.

(15)(11)
Investments value was determined using significant unobservable inputs (see Note 2. Significant Accounting Policies).

(16)(12)Investment was on non-accrual status as of September 30, 2017, meaning that the Company has ceased recognizing interest income on this investment. As of September 30, 2017, debt investments on non-accrual status represented 0.8% and 0.8% of total investments on an amortized cost basis and fair value basis, respectively.
(17)Non-income producing security.
(18)The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(19)(13)Investment was on non-accrual status as of June 30, 2023, meaning that the Master Fund has ceased recognizing interest income on these investments. As of SeptemberJune 30, 2017, the aggregate gross unrealized appreciation for all securities, including foreign currency forward contracts, in which there was2023, debt investments on non-accrual status represented 4.4% and 0.1% of total investments on an excess ofamortized cost basis and fair value over tax cost was $7.0 million; the aggregate gross unrealized depreciation for all securities, including foreign currency forward contracts, in which there was an excess of tax cost over value was $3.8 million; the net unrealized appreciation was $3.2 million; the aggregate cost of securities for Federal income tax purposes was $377.5 million.basis, respectively.
(20)Interest rate is currently composed of 12.5% cash and 0% PIK. The portfolio company may elect PIK up to 1%.
(21)Interest rate is currently composed of 4% cash and 6% PIK. The portfolio company may elect PIK up to 6%.
(22)Interest rate is currently composed of 0% cash and 16% PIK. In year three, the PIK portion of the investment increases to 20%.
Abbreviations:
CN = Canada; UK = United Kingdom; IT = Italy

See Unaudited Notes to Consolidated Financial Statements.

11

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022 (in thousands)
Portfolio Company (1) (2) (3) Footnotes Investment Spread
Above
Reference Rate (4)
 Interest
Rate (4) (5)
 Maturity Date Principal / Par Amount / Shares (6)  Amortized Cost (7) (8)  Fair Value  % of Net Assets 
                       
INVESTMENTS                      
Debt investments - 65.7%                
Automotive                    
Accuride Corporation   Senior Secured Loans - First Lien L+5.25% 9.98% 11/17/2023 $4,095  $4,072  $3,490   5.7%
Total Automotive                4,072   3,490   5.7%
Beverage, Food & Tobacco                    
Checkers Holdings Inc   Senior Secured Loans - First Lien L+4.25% 8.99% 4/25/2024  1,110   713   910   1.5%
Total Beverage, Food & Tobacco          713   910   1.5%
Chemicals, Plastics & Rubber                    
Drew Marine Group Inc. (11) Senior Secured Loans - First Lien L+4.25% 8.98% 6/26/2026  965   957   944   1.5%
Total Chemicals, Plastics & Rubber          957   944   1.5%
Consumer Goods: Non-Durable                    
Galls LLC (10)(11) Senior Secured Loans - First Lien L+7.25% 11.16% 1/31/2025  3,699   3,689   3,607   5.9%
Galls LLC (Delayed Draw B) (10)(11) Senior Secured Loans - First Lien L+7.25% 11.16% 1/31/2025  543   541   529   0.9%
Galls LLC (Revolver) (9)(11) Senior Secured Loans - First Lien L+6.75% 11.12% 1/31/2024  442   425   426   0.7%
                 4,655   4,562   7.5%
                           
Pure Fishing, Inc.   Senior Secured Loans - First Lien L+4.50% 8.88% 12/19/2025  3,899   3,654   2,610   4.3%
Total Consumer Goods: Non-Durable          8,309   7,172   11.8%
Energy: Oil & Gas                          
Basic Energy Services Inc (11)(13) Senior Secured Bonds N/A N/A 10/15/2023  4,291   1,520   102   0.2%
Permian Production Partners (10)(11) Senior Secured Loans - First Lien L+8.00% 12.39% 11/23/2025  410   250   409   0.7%
Total Energy: Oil & Gas                1,770   511   0.9%
Hotel, Gaming & Leisure                    
ASM Global   Senior Secured Loans - First Lien L+2.50% 6.91% 1/23/2025  2,281   2,279   2,228   3.6%
Total Hotel, Gaming & Leisure          2,279   2,228   3.6%
Metals & Mining                          
Polyvision Corp. (10)(11) Senior Secured Loans - First Lien L+7.50% 11.07% 2/21/2026  3,555   3,520   3,271   5.3%
Polyvision Corp. (10)(11) Senior Secured Loans - First Lien L+7.50% 11.07% 2/21/2026  1,001   991   921   1.5%
Polyvision Corp. (Delayed Draw) (10)(11) Senior Secured Loans - First Lien L+7.50% 12.60% 2/21/2026  138   138   127   0.2%
Polyvision Corp. (Revolver) (9)(10)(11) Senior Secured Loans - First Lien L+7.50% 11.12% 8/21/2025  924   851   846   1.4%
Total Metals & Mining                5,500   5,165   8.4%

12


December 31, 2016 (in thousands)
Portfolio Company (1) (2) (3)
 Footnotes Investment 
Spread Above Reference Rate (4)
 
Interest
Rate
(4) (5)
 Maturity Date 
Principal Amount / No. Shares (6)
 
Amortized Cost (7)
 Fair Value % of Net Assets
INVESTMENTS                  
Debt investments - 154.3%                  
Aerospace & Defense                
Advanced Integration Technology   Senior Secured Loans - First Lien L+5.50% 6.50% 7/22/2021 7,980
 $7,757
 $8,020
 4.5%
                   
National Technical Systems, Inc. (17) Senior Secured Loans - First Lien L+6.25% 7.25% 6/14/2021 4,092
 4,052
 3,990
 2.2%
National Technical Systems, Inc. (Delayed Draw) (8)(17)(20) Senior Secured Loans - First Lien L+6.25% 7.25% 6/11/2021 765
 
 (19) %
              4,052
 3,971
 2.2%
                   
StandardAero   Subordinated Debt N/A 10.00% 7/15/2023 2,380
 2,367
 2,505
 1.4%
                   
Tronair Inc.   Senior Secured Loans - First Lien L+4.75% 5.75% 9/8/2023 3,960
 3,922
 3,940
 2.2%
Tronair Inc. (17) Senior Secured Loans - Second Lien L+8.75% 9.75% 9/6/2024 4,000
 3,864
 3,864
 2.2%
              7,786
 7,804
 4.4%
Total Aerospace & Defense           21,962
 22,300
 12.5%
Automotive                
Accuride Corp.   Senior Secured Loans - First Lien L+7.00% 8.00% 11/10/2023 12,000
 11,580
 11,760
 6.7%
BBB Industries, Inc. (17) Senior Secured Loans - First Lien L+5.00% 6.00% 11/3/2021 4,975
 4,871
 4,984
 2.8%
                   
Humanetics (12)(17) Senior Secured Loans - First Lien L+6.00% 7.00% 7/12/2022 8,605
 8,380
 8,441
 4.7%
Humanetics (Revolver) (8)(12)(13)(17)(20) Senior Secured Loans - First Lien L+6.00% 7.00% 7/12/2022 400
 (10) (8) %
              8,370
 8,433
 4.7%
                   
Mavis Tire Supply LLC (17) Senior Secured Loans - First Lien L+5.25% 6.25% 11/2/2020 2,955
 2,921
 2,923
 1.6%
Total Automotive           27,742
 28,100
 15.8%
Banking, Finance, Insurance & Real Estate                
C-III Capital Partners (11)(17) Senior Secured Loans - First Lien L+5.00% 6.00% 8/8/2021 3,120
 3,076
 3,077
 1.7%
C-III Capital Partners (11)(17) Senior Secured Loans - First Lien L+7.92% 8.92% 8/8/2021 4,680
 4,504
 4,507
 2.5%
              7,580
 7,584
 4.2%
                   
Integro Insurance Brokers   Senior Secured Loans - First Lien L+5.75% 6.75% 10/28/2022 2,771
 2,674
 2,743
 1.5%
Integro Insurance Brokers (Delayed Draw)   Senior Secured Loans - First Lien L+5.75% 6.50% 10/7/2022 150
 145
 149
 0.1%
              2,819
 2,892
 1.6%
Total Banking, Finance, Insurance & Real Estate           10,399
 10,476
 5.8%
Beverage, Food & Tobacco                
Blue Harvest Fisheries (17) Senior Secured Loans - First Lien L+7.00% 8.00% 7/29/2022 6,866
 6,769
 6,770
 3.8%
Blue Harvest Fisheries (13)(15)(17) Subordinated Debt N/A 10.00% 8/17/2036 337
 337
 337
 0.2%
              7,106
 7,107
 4.0%
                   

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022 (in thousands)
Portfolio Company (1) (2) (3) Footnotes Investment Spread
Above
Reference
Rate (4)
 Interest
Rate (4) (5)
 Maturity Date Principal / Par Amount / Shares (6)  Amortized Cost (7) (8)  Fair Value  % of Net Assets 
Retail                          
Save-a-Lot   Senior Secured Loans - First Lien S+7.25% 11.93% 6/30/2026  1,088   979   899   1.4%
Save-a-Lot   Senior Secured Loans - First Lien S+7.25% 11.93% 6/30/2026  466   261   385   0.6%
Save-a-Lot   Senior Secured Loans - Second Lien S+9.50% 14.18% 12/31/2026  794   445   484   0.8%
Total Retail                1,685   1,768   2.8%
Services: Business                          
HealthChannels, Inc.   Senior Secured Loans - First Lien L+4.50% 8.88% 4/3/2025  1,907   1,892   1,350   2.2%
                           
Hersha Hospitality Management (11) Senior Secured Loans - First Lien S+6.00% 9.81% 3/2/2026  4,765   4,681   4,692   7.6%
                           
PSI Services LLC (Revolver) (9)(11) Senior Secured Loans - First Lien L+5.75% 10.16% 10/4/2025  298   298   277   0.5%
PSI Services LLC (Delayed Draw) (11) Senior Secured Loans - First Lien L+5.75% 10.16% 10/4/2026  176   176   163   0.3%
PSI Services LLC (Delayed Draw) (11) Senior Secured Loans - First Lien L+5.75% 10.16% 10/4/2026  416   416   386   0.6%
PSI Services LLC (11) Senior Secured Loans - First Lien L+5.75% 10.16% 10/16/2026  2,780   2,746   2,580   4.2%
                 3,636   3,406   5.6%
                           
YAK Access, LLC (11) Senior Secured Loans - Second Lien L+10.00% 13.64% 7/10/2026  5,000   4,805   642   1.0%
Total Services: Business          15,014   10,090   16.4%
Technology                          
Allvue Systems (Revolver) (9)(11) Senior Secured Loans - First Lien L+5.75% 10.48% 9/6/2024  105   92   100   0.2%
Allvue Systems (Term Loan) (11) Senior Secured Loans - First Lien L+5.75% 10.48% 9/4/2026  842   840   811   1.3%
                 932   911   1.5%
                           
Apptio, Inc. (11) Senior Secured Loans - First Lien L+6.00% 10.81% 1/10/2025  4,900   4,873   4,882   8.0%
Apptio, Inc. (Revolver) (9)(11) Senior Secured Loans - First Lien L+6.00% 10.81% 12/3/2024  196   176   182   0.3%
                 5,049   5,064   8.3%
                           
Wide Orbit, Inc. (Revolver) (9)(11)(12) Senior Secured Loans - First Lien N/A N/A 7/8/2025        (4)  %
Total Technology                5,981   5,971   9.8%
Telecommunications                          
Firstlight Fiber   Senior Secured Loans - First Lien L+3.50% 7.88% 7/23/2025  2,163   2,158   2,007   3.3%
Total Telecommunications          2,158   2,007   3.3%
Total Debt Investments               $48,438  $40,256   65.7%
Equity investments - 0.6%                    
Energy: Oil & Gas                          
Permian Production Partners (11) Equity/Other N/A N/A    203,022      79   0.1%
Total Energy: Oil & Gas                   79   0.1%
Retail                          
Save-a-Lot (11) Equity/Other N/A N/A    53,097      30   %
Total Retail                   30   %
                           

13


December 31, 2016 (in thousands)
Portfolio Company (1) (2) (3)
 Footnotes Investment 
Spread Above Reference Rate (4)
 
Interest
Rate
(4) (5)
 Maturity Date 
Principal Amount / No. Shares (6)
 
Amortized Cost (7)
 Fair Value % of Net Assets
Bumble Bee Seafoods (13)(15) Subordinated Debt N/A 9.63% 3/15/2018 1,240
 1,231
 1,206
 0.7%
                   
Chefs' Warehouse, Inc. (11) Senior Secured Loans - First Lien L+4.75% 5.75% 6/22/2022 3,893
 3,830
 3,919
 2.2%
Chefs' Warehouse, Inc.(Delayed Draw) (11) Senior Secured Loans - First Lien L+4.75% 5.75% 6/22/2022 179
 169
 181
 0.1%
              3,999
 4,100
 2.3%
                   
CTI Foods   Senior Secured Loans - Second Lien L+7.25% 8.25% 6/28/2021 5,000
 4,640
 4,550
 2.6%
Give & Go Prepared Foods Corp. CN(10)(11) Senior Secured Loans - First Lien L+5.50% 6.50% 7/12/2023 7,980
 7,829
 8,010
 4.5%
KeHE Distributors, LLC   Senior Secured Bonds N/A 7.63% 8/15/2021 500
 494
 497
 0.3%
                   
Parts Town, LLC (17) Senior Secured Loans - First Lien L+6.50% 7.50% 6/23/2022 6,983
 6,983
 6,983
 3.9%
Parts Town, LLC (Revolver) (8)(13)(14)(17) Senior Secured Loans - First Lien P+5.50% 7.50% 6/23/2022 1,000
 5
 5
 %
              6,988
 6,988
 3.9%
                   
Reddy Ice (14) Senior Secured Loans - First Lien L+5.50% 6.75% 5/1/2019 3,654
 3,493
 3,584
 2.0%
Total Beverage, Food & Tobacco           35,780
 36,042
 20.3%
Construction & Building                
Fiber Composites LLC (15)(17)(22) Senior Unsecured Debt 12.50% 12.50% 6/29/2022 5,430
 5,321
 5,410
 3.0%
Generation Brands   Senior Secured Loans - First Lien L+5.00% 6.00% 6/7/2022 4,975
 4,930
 4,997
 2.8%
SiteOne Landscape Supply, Inc.   Senior Secured Loans - First Lien L+4.50% 5.50% 4/29/2022 4,963
 4,914
 5,012
 2.8%
SRS Distribution Inc.   Senior Secured Loans - Second Lien L+8.75% 9.75% 2/24/2023 5,000
 4,907
 5,167
 2.9%
Total Construction & Building           20,072
 20,586
 11.5%
Consumer Goods: Non-Durable                
Implus Footcare, LLC (17) Senior Secured Loans - First Lien L+6.00% 7.00% 4/30/2021 4,925
 4,865
 4,872
 2.7%
Implus Footcare, LLC (17) Senior Secured Loans - First Lien L+6.25% 7.25% 4/30/2021 955
 941
 953
 0.5%
              5,806
 5,825
 3.2%
Total Consumer Goods: Non-Durable           5,806
 5,825
 3.2%
Containers, Packaging & Glass                
Bioplan USA, Inc. 
 Senior Secured Loans - First Lien L+4.75% 5.75% 9/23/2021 5,960
 5,310
 5,766
 3.2%
Pelican Products, Inc. 
 Senior Secured Loans - First Lien L+4.25% 5.25% 4/10/2020 5,018
 4,833
 5,002
 2.8%
Total Containers, Packaging & Glass           10,143
 10,768
 6.0%
Energy: Oil & Gas                
BreitBurn Energy Partners LP (11)(17)(18) Senior Secured Bonds N/A —% 5/18/2020 3,250
 3,152
 3,023
 1.7%
                   
Ferrellgas, L.P. (11) Senior Unsecured Debt N/A 6.50% 5/1/2021 350
 330
 347
 0.2%
Ferrellgas, L.P. (11) Senior Unsecured Debt N/A 6.75% 1/15/2022 1,800
 1,707
 1,782
 1.0%
Ferrellgas, L.P. (11) Senior Unsecured Debt N/A 6.75% 6/15/2023 1,355
 1,254
 1,331
 0.7%
              3,291
 3,460
 1.9%

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS


December 31, 2022 (in thousands)
Portfolio Company (1) (2) (3) Footnotes Investment Spread
Above
Reference
Rate (4)
 Interest
Rate (4) (5)
 Maturity Date Principal / Par Amount / Shares (6)  Amortized Cost (7) (8)  Fair Value  % of Net Assets 
Technology                          
Wide Orbit (Warrants) (11) Equity/Other N/A N/A    96,480      276   0.5%
Total Technology                   276   0.5%
Total Equity Investments         $  $385   0.6%
                           
Total Investments - 66.3%         $48,438  $40,641   66.3%

December 31, 2022 (in thousands)
Derivative Counterparty Settlement Date Amount Purchased  Amount Sold  Amortized Cost (7) (8)  Fair Value  % of Net Assets 
Foreign Currency Forward Contracts                      
JPMorgan Chase Bank 1/17/2023 $3,045  £2,457     $73   0.1%
                $73   0.1%

December 31, 2016 (in thousands)
Portfolio Company (1) (2) (3)
 Footnotes Investment 
Spread Above Reference Rate (4)
 
Interest
Rate
(4) (5)
 Maturity Date 
Principal Amount / No. Shares (6)
 
Amortized Cost (7)
 Fair Value % of Net Assets
                   
SandRidge Energy Inc. (11)(13) Subordinated Debt N/A —% 10/3/2020 226
 254
 282
 0.2%
Total Energy: Oil & Gas           6,697
 6,765
 3.8%
Healthcare & Pharmaceuticals                
Alltech (16)(17) Subordinated Debt L+6.75% 7.75% 7/9/2023 15,003
 14,799
 14,805
 8.3%
American Academy Holdings, LLC (17) Senior Secured Loans - First Lien L+5.25% 6.25% 5/17/2021 4,484
 4,444
 4,445
 2.5%
Hanger, Inc. (11) Senior Unsecured Debt N/A 11.50% 8/1/2019 4,000
 3,929
 4,000
 2.2%
WIRB-Copernicus Group (17) Senior Secured Loans - Second Lien L+9.00% 10.00% 8/12/2022 8,000
 7,850
 7,849
 4.4%
Total Healthcare & Pharmaceuticals           31,022
 31,099
 17.4%
Hotel, Gaming & Leisure                
Bay Club Company   Senior Secured Loans - First Lien L+6.50% 7.50% 8/24/2022 6,517
 6,330
 6,574
 3.7%
Bay Club Company (Bridge Loan)   Senior Secured Loans - First Lien L+6.50% 7.50% 8/24/2017 1,450
 1,430
 1,443
 0.8%
              7,760
 8,017
 4.5%
Total Hotel, Gaming & Leisure           7,760
 8,017
 4.5%
Media: Advertising, Printing & Publishing                
Dominion Marine Media (17) Senior Secured Loans - First Lien L+5.75% 6.75% 9/9/2022 7,000
 6,922
 6,922
 3.9%
Dominion Marine Media (Revolver) (8)(12)(13)(17)(20) Senior Secured Loans - First Lien L+5.75% 6.75% 8/10/2021 1,000
 (118) (11) %
              6,804
 6,911
 3.9%
Total Media: Advertising, Printing & Publishing           6,804
 6,911
 3.9%
Media: Broadcasting & Subscription                
ProQuest LLC   Senior Secured Loans - Second Lien L+9.00% 10.00% 12/15/2022 1,312
 1,286
 1,273
 0.7%
Media: Broadcasting & Subscription           1,286
 1,273
 0.7%
Metals & Mining                
New Day Aluminum LLC (15)(17)(23) Senior Secured Bonds N/A 10.00% 10/28/2020 24
 
 24
 %
Total Metals & Mining           
 24
 %
Retail                
Belk Inc.   Senior Secured Loans - First Lien L+4.75% 5.75% 12/12/2022 4,464
 3,987
 3,865
 2.2%
                   
Med Intermediate (MyEyeDr) (17) Senior Secured Loans - First Lien L+6.25% 7.25% 8/14/2021 4,841
 4,796
 4,803
 2.7%
Med Intermediate (MyEyeDr) (Delayed Draw) (8)(12)(17)(20) Senior Secured Loans - First Lien L+6.25% 7.25% 8/16/2021 1,631
 (24) (13) %
Med Intermediate (MyEyeDr) (Term Loan B) (17) Senior Secured Loans - First Lien L+6.25% 7.25% 8/16/2021 1,269
 1,248
 1,256
 0.7%
              6,020
 6,046
 3.4%
                   
Pet Holdings ULC CN(10)(11) Senior Secured Loans - First Lien L+5.50% 6.50% 6/1/2023 4,489
 4,419
 4,506
 2.5%
Pet Holdings ULC (Delayed Draw) CN(8)(10)(11) Senior Secured Loans - First Lien L+5.50% 6.50% 6/1/2023 500
 
 2
 %
              4,419
 4,508
 2.5%
GUGGENHEIM CREDIT INCOME FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2016 (in thousands)
Portfolio Company (1) (2) (3)
 Footnotes Investment 
Spread Above Reference Rate (4)
 
Interest
Rate
(4) (5)
 Maturity Date 
Principal Amount / No. Shares (6)
 
Amortized Cost (7)
 Fair Value % of Net Assets
Total Retail           14,426
 14,419
 8.1%
Services: Business                
MDC Partners Inc. (11) Subordinated Debt N/A 6.50% 5/1/2024 925
 816
 833
 0.5%
Ryan LLC   Senior Secured Loans - First Lien L+5.75% 6.75% 8/7/2020 1,989
 1,966
 1,978
 1.1%
Total Services: Business           2,782
 2,811
 1.6%
Technology                
Advanced Computer Software UK(10)(11) Senior Secured Loans - Second Lien L+9.50% 10.50% 1/31/2023 4,100
 3,734
 3,726
 2.1%
                   
Cvent, Inc.   Senior Secured Loans - First Lien L+5.00% 6.00% 6/16/2023 5,400
 5,340
 5,468
 3.1%
Cvent, Inc. (17) Senior Secured Loans - Second Lien L+10.00% 11.00% 5/29/2024 5,385
 5,070
 5,184
 2.9%
              10,410
 10,652
 6.0%
                   
Epicor Software Corp. (17) Senior Secured Bonds L+8.25% 9.25% 5/21/2023 5,000
 4,869
 4,885
 2.7%
GlobalLogic Holdings Inc.   Senior Secured Loans - First Lien L+4.50% 5.50% 6/30/2022 857
 844
 858
 0.5%
                   
Greenway Health, LLC   Senior Secured Loans - First Lien L+5.00% 6.00% 11/4/2020 4,812
 4,636
 4,788
 2.7%
Greenway Health, LLC   Senior Secured Loans - Second Lien L+8.25% 9.25% 11/4/2021 5,000
 4,791
 4,875
 2.7%
              9,427
 9,663
 5.4%
                   
Onyx CenterSource (17) Senior Secured Loans - First Lien L+6.75% 7.75% 12/20/2021 7,233
 7,199
 7,199
 4.1%
Onyx CenterSource (Revolver) (8)(13)(17)(20) Senior Secured Loans - First Lien L+6.75% 7.75% 12/20/2021 329
 (41) (2) %
              7,158
 7,197
 4.1%
                   
Planview, Inc. (17) Senior Secured Loans - Second Lien L+9.50% 10.50% 8/9/2022 8,000
 7,848
 7,852
 4.4%
QLIK Technologies Inc. (11)(17) Senior Secured Loans - First Lien L+8.25% 9.25% 8/22/2022 7,980
 7,820
 7,835
 4.4%
                   
TIBCO Software Inc.   Senior Secured Loans - First Lien L+5.50% 6.50% 12/4/2020 1,714
 1,721
 1,724
 1.0%
TIBCO Software Inc.   Subordinated Debt N/A 11.38% 12/1/2021 660
 670
 660
 0.4%
              2,391
 2,384
 1.4%
Total Technology           54,501
 55,052
 31.0%
Utilities: Electric                
Moxie Liberty LLC   Senior Secured Loans - First Lien L+6.50% 7.50% 8/21/2020 2,981
 2,910
 2,948
 1.7%
Moxie Patriot LLC   Senior Secured Loans - First Lien L+5.75% 6.75% 12/21/2020 636
 613
 633
 0.4%
              3,523
 3,581
 2.1%
                   
MRP Generation Holdings LLC (11) Senior Secured Loans - First Lien L+7.00% 8.00% 10/18/2022 4,988
 4,695
 4,950
 2.8%
Panda Hummel LLC   Senior Secured Loans - First Lien L+6.00% 7.00% 10/27/2022 2,700
 2,605
 2,604
 1.5%
Terraform Global Operating LLC (11) Senior Secured Bonds N/A 9.75% 8/15/2022 3,000
 2,890
 3,202
 1.8%
Total Utilities: Electric           13,713
 14,337
 8.2%
                   
Total Debt Investments             $270,895
 $274,805
 154.3%
GUGGENHEIM CREDIT INCOME FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2016 (in thousands)
Portfolio Company (1) (2) (3)
 Footnotes Investment 
Spread Above Reference Rate (4)
 
Interest
Rate
(4) (5)
 Maturity Date 
Principal Amount / No. Shares (6)
 
Amortized Cost (7)
 Fair Value % of Net Assets
                   
Equity Investments - 0.2%                  
Beverage, Food & Tobacco                
Blue Harvest Fisheries (Closed End Units) (13)(17)(19) Equity and Other N/A N/A   
 13
 13
 %
Total Beverage, Food & Tobacco           13
 13
 %
Energy: Oil & Gas                
BreitBurn Energy Partners LP (Preferred Equity) (9)(11)(13)(17)(19) Equity and Other N/A 8.00%   251
 1,886
 40
 %
SandRidge Energy Inc. (Common Equity) (11)(13)(19) Equity and Other N/A N/A   10
 202
 226
 0.2%
Total Energy: Oil & Gas           2,088
 266
 %
                 
Total Equity Investments           $2,101
 $279
 %
                   
TOTAL INVESTMENTS - 154.5% (21)           $272,996
 $275,084
 154.3%

December 31, 2016 (in thousands)
Derivative Counterparty Settlement Date Amount Purchased Amount Sold 
Amortized Cost (7)
 Fair Value % of Net Assets
Foreign Currency Forward Contracts (21)
          
JPMorgan Chase Bank 1/12/2017 $615 €592   $(8) %

GUGGENHEIM CREDIT INCOME FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS

______________________
(1)Security may be an obligation of one or more entities affiliated with the named portfolio company.

(2)All debt and equity investments are income producing unless otherwise noted.

(3)All investments are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940 Act; non-controlled/non-affiliated(the “1940 Act”). The provisions of the 1940 Act classify investments arebased on the level of control that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when we own 25% or less of the portfolio company’s voting securities and “controlled” when we own more than 25% of the portfolio company’s voting securities. The provisions of the 1940 Act also classify investments further based on the level of ownership that are neither controlled investments nor affiliated investments.we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when we own less than 5% of a portfolio company’s voting securities and “affiliated” when we own 5% or more of a portfolio company’s voting securities.

(4)
The periodic interest rate for all floating rate loans is indexed to London Interbank Offered Rate ("LIBOR"(“LIBOR” or "LIBO rate"“LIBOR rate”), (denoted as "L"“L”), Euro Interbank Offered Rate (“EURIBOR”) unless otherwise noted (i.e. PRIME)(denoted as “E”), British Pound Sterling LIBOR (“GBP LIBOR”) (denoted as “G”), Secured Overnight Financing Rate (“SOFR”) (denoted as “S”), Sterling Overnight Index Average (“SONIA”) (denoted as “N”) or Prime Rate (denoted as “P”). Pursuant to the terms of the underlying credit agreements, the base interest rates typically reset annually, semi-annually, quarterly or monthly at the borrower'sborrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these floating rate loans, the Consolidated Schedule of Investments presents the applicable margin over LIBOR, EURIBOR, GBP LIBOR or Prime based on each respective credit agreement. Unless otherwise noted the base interest rate floor (e.g. 1.00%) for each floating rate loan indexed to LIBOR exceeded all of the relevant LIBOR indices as of the most recent interest rate reset date. As of December 31, 2016, LIBO2022, LIBOR rates ranged between 0.77%4.39% for 1-month LIBOR to 1.32%5.14% for 6-month LIBOR.

(5)For portfolio companies with multiple interest rate contracts under a single credit agreement, the interest rate shown is a weighted average current interest rate in effect at December 31, 2016.2022.

(6)Unless noted otherwise, the principal amount (par amount) for all debt securities is denominated in thousands of U.S. Dollars.dollars. Equity investments are recorded as number of shares owned.

(7)Cost represents amortized cost, inclusive of any capitalized paid-in-kind income (“PIK”), for debt securities, and cost plus capitalized PIK, if any, for preferred stock; currency amounts are presented in thousands of U.S. Dollars.    stock.

(8)As of December 31, 2022, the aggregate gross unrealized appreciation for all securities, including foreign currency forward contracts, in which there was an excess of value over tax cost was $1.0 million; the aggregate gross unrealized depreciation for all securities, including foreign currency forward contracts, in which there was an excess of tax cost over value was $10.3 million; the net unrealized depreciation was $9.3 million; the aggregate cost of securities for Federal income tax purposes was $50.0 million.

(8)
(9)
The investment is either a delayed draw loan or a revolving credit facility whereby some or all of the investment commitment is undrawn as of December 31, 20162022 (see Note 8. Commitments and Contingencies).

(9)(10)The preferred stock investment contains a PIK provision, whereby the security issuer has the option to pay preferred dividends with the issuance of additional identical securities in the initial three year period after issuance. Since the initial investment date through March 2016, all dividend payments have been paid with the issuance of additional shares of preferred stock. The security issuer ceased paying PIK dividends in April 2016.
(10)A portfolio company domiciled in a foreign country. The regulatory jurisdiction of security issuance may be a different country than the domicile of the portfolio company.
(11)The investment is not a qualifying asset as defined in Section 55(a) of the 1940 Act. As of December 31, 2016, qualifying assets represented 82% of total assets. Under the 1940 Act we may not acquire any non-qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets.
(12)Investment position or portion thereof unsettled as of December 31, 2016.
(13)
Security or portion thereof was not pledged as collateral supporting the amounts outstanding under a credit facility as of December 31, 2016; (see Note 7. Borrowings).
(14)The base interest rate on these investments, or a portion thereof, was based on PRIME rate, which as of December 31, 2016 was 3.75%. The current base interest rate for these investments may be different from the reference rate on December 31, 2016.
(15)The underlying credit agreement or indenture contains a PIK provision, whereby the issuer has either the option or the obligation to make interest payments with the issuance of additional securities. The interest rate in the schedule represents the current interest rate in effect for these investments. Unless otherwise noted, interest rate is comprised entirely of PIK.

14

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

Coupon RatePIK ComponentCash ComponentPIK Option
Galls LLCL+7.25%0.50%L+6.75%The Portfolio Company may elect PIK up to 0.50%.
Galls LLCL+7.25%0.50%L+6.75%The Portfolio Company may elect PIK up to 0.50%.
Polyvision Corp.L+7.50%1.00%L+6.50%The Portfolio Company may elect PIK up to 1.00%.
Polyvision Corp.L+7.50%1.00%L+6.50%The Portfolio Company may elect PIK up to 1.00%.
Polyvision Corp.L+7.50%1.00%L+6.50%The Portfolio Company may elect PIK up to 1.00%.
Polyvision Corp.L+7.50%1.00%L+6.50%The Portfolio Company may elect PIK up to 1.00%.
Permian Production PartnersL+8.00%2.00%L+6.00%The Portfolio Company may elect PIK up to 2.00%.

(16)(11)Investment or a portion thereof is denominated in a currency other than U.S. Dollars.
(17)
Investments value was determined using significant unobservable inputs (see Note 2. Significant Accounting Policies).

(18)(12)Investment was on non-accrual status as of December 31, 2016, meaning that the Company has ceased recognizing interest income on these investments. As of December 31, 2016, debt investments on non-accrual status represented 1.2% and 1.1% of total investments on an amortized cost basis and fair value basis, respectively.
(19)Non-income producing security.
(20)The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(21)(13)Investment was on non-accrual status as of December 31, 2022, meaning that the Master Fund has ceased recognizing interest income on these investments. As of December 31, 2016, the aggregate gross unrealized appreciation for all securities, including foreign currency forward contracts, in which there was2022, debt investments on non-accrual status represented 3.1% and 0.3% of total investments on an excess ofamortized cost basis and fair value over tax cost was $4.4 million; the aggregate gross unrealized depreciation for all securities, including foreign currency forward contracts, in which there was an excess of tax cost over value was $2.3 million; the net unrealized appreciation was $2.1 million, the aggregate cost of securities for Federal income tax purposes was $273.0 million.basis, respectively.
(22)Interest rate is currently composed of 12.5% cash and 0% PIK. The portfolio company may elect PIK up to 1%.
(23)Interest rate is currently composed of 4% cash and 6% PIK. The portfolio company may elect PIK up to 6%
Abbreviations:
CN = Canada; UK = United Kingdom
PIK = Payment-In-Kind

See Unaudited Notes to Consolidated Financial Statements

Statements.

Notes to Consolidated Financial Statements (Unaudited)

15


GUGGENHEIM CREDIT INCOME FUND

NOTES TO CONSOLIDATED 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, formerly known as Carey Credit Income Fund (the “Master Fund”) was formed as a Delaware statutory trust on September 5, 2014. The Master Fund'sFund’s investment objectives are to provide its shareholders with current income, capital preservation and, to a lesser extent, long-term capital appreciation by investing primarily in privately-negotiated loans to private middle market U.S.United States (U.S.) companies. On April 1, 2015, the Master Fund elected to be regulated as a business development company ("BDC"(“BDC”) under the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”). The Master Fund commenced investment operations on April 2, 2015.

From inception through September 10, 2017, The Master Fund serves as the master fund in a master fund/feeder fund structure. The Master Fund issues its shares (“Shares” or “Common Shares”) to one or more affiliated feeder funds in a continuous series of private placement transactions.

In accordance with the offering documents and the intention of Guggenheim Credit Income Fund 2016 T (“GCIF 2016T”) and Guggenheim Credit Income Fund 2019 (“GCIF 2019”) (together, the “Feeder Funds”) to provide substantial shareholder liquidity, the Boards of Trustees of the Master Fund was externally managed by Carey Credit Advisors, LLC ("CCA"), an affiliateand the Feeder Funds approved respective Plans of W. P. Carey Inc. ("WPC"Liquidation for each company on March 30, 2021 (each, a “Liquidation Plan”),. In accordance with the Liquidation Plans, the Board has declared multiple liquidating distributions. These distributions have been substantially composed of return of capital and have decreased the net asset value of the Master Fund and Feeder Funds. As such, the value on shareholder’s investment statements has decreased as liquidating distributions have been paid.

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

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

On August 10, 2017, CCA resigned as the Master Fund's investment advisor and administrator, and the Master Fund's board of trustees (the "Board" or "Board of Trustees") selected Guggenheim to perform the Master Fund's investment advisory and administrative responsibilities, both events concurrently effective 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 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.

The Master Fund serves as the master fund in a master/feeder fund structure. The Master Fund issues its Common Shares to one or more affiliated Feeder Funds in a continuous series of private placement transactions.
As of September 30, 2017, the Master Fund had one wholly owned subsidiary,2022, Hamilton Finance LLC ("Hamilton"(“Hamilton”), a previous, wholly-owned, special purpose financing subsidiary organized forof the purpose of arranging secured debt financing, entering into credit agreements, and borrowing money to invest in portfolio companies.
Master Fund was dissolved.

Note 2. Significant Accounting Policies

Basis of Presentation

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

The Master Fund'sFund’s interim consolidated financial statements have been prepared pursuant to the requirements for reporting on Form 10-Q and the disclosure requirements as 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"(“GAAP”). In the opinion of management, the unaudited consolidated 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.

16

Notes to Consolidated Financial Statements (UNAUDITED)

Principles of Consolidation

As provided under ASC 946, the Master Fund will generally not consolidate its investment in a company other than an investment in an investment company or an operating company whose business consists of providing substantially all of its services to the benefit of the Master Fund. Accordingly, the Master Fund consolidated the results of its wholly-owned subsidiary in its consolidated financial statements. All intercompany balances and transactions have been eliminated.

Reclassifications
Certain prior period amounts have been reclassified to conform to the current presentation, with no effect on our 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.

Cash

and Cash Equivalents

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

Notes to Consolidated Financial Statements (Unaudited)

Restricted

Cash

Restricted cash consists equivalents include short-term, highly liquid instruments with an original maturity of cash collateral that has been pledged to cover obligationsthree months or less. As of June 30, 2023, the Master Fund according to its derivative contracts and demand depositsFund’s cash equivalents of $4.4 million were held atin a major U.S. financial institution on behalfBank money market deposit account. As of Hamilton. Hamilton may be restricted in the distribution of cash toDecember 31, 2022, the Master Fund, as governed byFund’s cash equivalents of $25.2 million were held in a U.S. Bank money market deposit account. The U.S. Bank money market deposit account is considered a Level 1 security within the terms of the Hamilton Credit Facility (see Note 7. Borrowings). Management believes the credit risk related to its demand deposits is minimal.
fair value hierarchy. Cash and cash equivalents, at times, may exceed federal insured limits.

Valuation of Investments

The Master Fund measures the value of its investments in accordance with ASC Topic 820 - Fair Value Measurement (“ASC 820”), issued by the FASB. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable and willing and able to transact. In accordance with ASC 820, the Master Fund considers its principal market to be the market that has the greatest volume and level of activity.

ASC 820 defines hierarchical levels directly related to the amount of subjectivity associated with the inputs used to determine fair values of assets and liabilities. The hierarchical levels and types of inputs used to measure fair value for each level are described as follows:

Level 1 - Quoted prices are available in active markets for identical investments as of the reporting date. Publicly listed equities and debt securities, publicly listed derivatives, money market/short-term investment funds and foreign currency are generally included in Level 1. The Master Fund does not adjust the quoted price for these investments.

Level 2 - Valuation inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. In certain cases, debt and equity securities are valued on the basis of prices from orderly transactions for similar investments in active markets between market participants and provided by reputable dealers or independent pricing services. In determining the value of a particular investment, independent pricing services may use certain information with respect to transactions in such investments, quotations from multiple dealers or brokers, pricing matrices, market transactions in comparable investments and various relationships between investments. Investments generally included in this category are corporate bonds and loans.

17

Notes to Consolidated Financial Statements (UNAUDITED)

Level 3 - Valuation inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant judgment or estimation. Investments generally included in this category are illiquid corporate bonds and loans and preferred stock investments that lack observable market pricing.

In certain cases, the inputs used to measure fair value may fall within different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Depending on the relative liquidity in the markets for certain investments, the Master Fund may transfer assets to Level 3 if it determines that observable quoted prices, obtained directly or indirectly, are severely limited, or not available, or otherwise not reliable. The Master Fund’s assessment of the significance of a particular input to the fair value measurement requires judgment, and the consideration of factors specific to the investment.

Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to the Master Fund’s portfolio investments for which market quotations are not readily available, the Master Fund’s board of trustees (“Board of TrusteesTrustees”), including our trustees who are not “interested persons” as defined in the 1940 Act (the “Independent Trustees”), is responsible for determining in good faith the fair value of the Master Fund’s portfolio investments in accordance with the valuation policy and procedures approved by the Board of Trustees, based on, among other things,Trustees. Pursuant to Rule 2a-5 under the input of Guggenheim and management, its audit committee, and independent third-party valuation firms. The Master Fund and1940 Act (“Rule 2a-5”), the Board of Trustees conduct theirhas designated the Advisor as the valuation designee to perform fair valuation determinations for the Master Fund with respect to all Fund investments and/or other assets. The Advisor conducts a fair value determination process on a quarterly basis and any other time when a decision regarding the fair value of the portfolio investments is required.

The U.S. Securities and Exchange Commission (the “SEC”) adopted Rule 2a-5 which establishes requirements for determining fair value in good faith and became effective September 8, 2022. Rule 2a-5 also defines when “readily available market quotations” for purposes of the 1940 Act and establishes requirements for determining whether a fund must fair value a security in good faith.

The valuation techniques used by the Master Fund for the assets that are classified as Level 3 in the fair value hierarchy are described below.

Senior Debt and Subordinated Debt: Senior debt and subordinated debt investments are valued at initial transaction price and are subsequently valued using (i) market data for similar instruments (e.g., recent transactions or indicative broker quotes), and/or (ii) valuation models. Valuation models may be based on investment yield analysis and discounted cash flow techniques, where the key inputs include risk-adjusted discount rates and required rates of return, based on the analysis of similar debt investments issued by similar issuers.

Equity/Other Investments: Equity/other investments are valued at initial transaction price and are subsequently valued using valuation models in the absence of readily observable market prices. Valuation models are generally based on (i) market and income (discounted cash flow) approaches, in which various internal and external factors are considered, and (ii) earnings before interest, taxes, depreciation and amortization ("EBITDA"(“EBITDA”) multiples analysis. Factors include key financial inputs and recent public and private transactions for comparable investments. Key inputs used for the discounted

Notes to Consolidated Financial Statements (Unaudited)

cash flow approach include the weighted average cost of capital and investment terminal values derived from EBITDA multiples. An illiquidity discount may be applied where appropriate.

The Master Fund utilizes several valuation techniques that use unobservable pricing inputs and assumptions in determining the fair value of its Level 3 investments. The valuation techniques, as well as the key unobservable inputs that have a significant impact on the Master Fund’s investments classified and valued as Level 3 in the valuation hierarchy, are described in Note 5. Fair Value of Financial Instruments. The unobservable inputs and assumptions may differ by asset and in the application of the Master Fund’s valuation methodologies. The reported fair value estimates could vary materially if the Master Fund had chosen to incorporate different unobservable pricing inputs and assumptions.

18

Notes to Consolidated Financial Statements (UNAUDITED)

The determination of fair value involves subjective judgments and estimates. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of investments may differ materially from the values that would have been determined had a readily available market value existed for such investments. Further, such investments are generally less liquid than publicly traded securities. If the Master Fund was required to liquidate a portfolio investment that does not have a readily available market value in a forced or liquidation sale, the Master Fund could realize significantly less value than the value recorded by the Master Fund.

Security Transactions and Realized/Unrealized Gains or Losses

Investments purchased on a secondary market basis are recorded on the trade date. Loan originations are recorded on the funding date. All investments sold are derecognized on the trade date. The Master Fund measures realized gains or losses from the repayment or sale of investments using the specific lot identification method. Realized gains or losses are measured by the difference between (i) the net proceeds from the repayment or sale, inclusive of any prepayment premiums and (ii) the amortized cost basis of the investment without regard to unrealized appreciation or depreciation previously recognized and include investments charged off during the period, net of recoveries. Unrealized appreciation or depreciation primarily measures the change in investment values, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. The amortized cost basis of investments includes (i) the original cost, net of original issue discount and loan origination fees, if any, and (ii) adjustments for the accretion/amortization of market discounts and premiums. The Master Fund reports changes in fair value of investments as net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.

Interest Income

Interest income is recorded on an accrual basis and includes amortization of premiums to par value and accretion of discounts to par value. Discounts and premiums to par value on securities purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method.method, or straight-line method, as applicable. Loan origination, closing and other fees received by the Master Fund directly or indirectly from borrowers in connection with the closing of investments are accreted over the contractual life of the debt investment as interest income based on the effective interest method.

Certain of the Master Fund’s investments in debt securities may contain a contractual payment-in-kind (“PIK”) interest provision. The PIK provisions generally feature the obligation, or the option, at each interest payment date of making interest payments in (i) cash, (ii) additional securities or (iii) a combination of cash and additional securities. PIK interest, computed at the contractual rate specified in the investment’s credit agreement, is accrued as interest income and recorded as interest receivable up to the interest payment date. On the interest payment date, the Master Fund will capitalize the accrued interest receivable attributable to PIK as additional principal due from the borrower. When additional PIK securities are received on the interest payment date, they typically have the same terms, including maturity dates and interest rates, as the original securities issued. PIK interest generally becomes due on the investment'sinvestment’s maturity date or call date.

If the portfolio company'scompany’s valuation indicates the value of the PIK security is not sufficient to cover the contractual PIK interest, the Master Fund will not accrue additional PIK interest income and will record an allowance for any accrued PIK interest receivable as a reduction of interest income in the period the Master Fund determines it is not collectible.

Debt securities are placed on non-accrual status when principal or interest payments are at least 90 days past due or when there is reasonable doubt that principal or interest will be collected. Generally, accrued interest is reversed against interest income when a debt security is placed on non-accrual status. Interest payments received on debt securities on non-accrual status may be recognized as interest income or applied to principal based on management’s judgment. Debt securities on non-accrual status are restored to accrual status when past due principal and interest are paid, and, in management’s judgment, such securities are likely to remain current on interest payment obligations. The Master Fund may make exceptions to this treatment if the debt security has sufficient collateral value and is in the process of collection.

19

Notes to Consolidated Financial Statements (UNAUDITED)

Dividend Income

Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Each distribution received from limited liability company (“LLC”) and limited partnership (“LP”) equity investments is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Master Fund will not

Notes to Consolidated Financial Statements (Unaudited)

record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.

Fee Income

Guggenheim, or its affiliates, may provide financial advisory services to portfolio companies and in return may receive fees for capital structuring services. Guggenheim is obligated to remit to the Master Fund any earned capital structuring fees based on the pro rata portion of the Master Fund’s investment in originated co-investment transactions. These fees are generally non-recurring and are recognized as fee income by the Master Fund upon the earlier of the investment commitment date or investment closing date. The Master Fund may also receive fees for investment commitments, amendments to credit agreements and other services rendered to portfolio companies. Such fees are recognized as fee income when earned or when the services are rendered.

Derivative Instruments

Derivative instruments solely consist of foreign currency forward contracts. The Master Fund recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements. ForwardForeign currency forward contracts entered into by the Master Fund are not designated as hedging instruments, and as a result, the Master Fund presents changes in fair value through net change in unrealized appreciation (depreciation) on foreign currency forward contracts in the consolidated statements of operations. Realized gains and losses that occur upon the cash settlement of the foreign currency forward contracts are included in net realized gains (losses) on foreign currency forward contracts inon the consolidated statements of operations.

Foreign Currency Translation, Transactions and Gains/Losses

Gains (Losses)

Foreign currency amounts are translated into U.S. dollars on the following basis: (i) at the exchange rate on the last business day of the reporting period for the fair value of investment securities, other assets and liabilities; and (ii) at the prevailing exchange rate on the respective recording dates for the purchase and sale of investment securities, income, expenses, gains and losses.

Net assets and fair values are presented based on the applicable foreign exchange rates described above and the Master Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held; therefore, fluctuations related to foreign exchange rate conversions are included with the net realized gains (losses) and unrealized appreciation (depreciation) on investments.

Net realized gains or losses on foreign currency transactions arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded by the Master Fund and the U.S. dollar equivalent of the amounts actually received or paid by the Master Fund.

Unrealized appreciation (depreciation) from foreign currency translation for foreign currency forward contracts is included in net change in unrealized appreciation (depreciation) on foreign currency forward contracts in the consolidated statements of operations and is included in accumulated earnings (loss), net unrealized appreciation (depreciation) inof distributions on the consolidated statements of assets and liabilities.

20

Management

Notes to Consolidated Financial Statements (UNAUDITED)

Investment Advisory Fees

The Master Fund incurs investment advisory fees including: (i) a base management fee (recorded as an investment advisory fee) and (ii) a performance-based incentive fee which includes (a) an incentive fee on income and (b) an incentive fee on capital gains, due to Guggenheim pursuant to an investment advisory agreement between the Master Fund and Guggenheim (the “Investment Advisory Agreement”) as described in Note 6. Related Party Agreements and Transactions. The two components of the performance-based incentive fee will be combined and expensed in the consolidated statements of operations and accrued in the consolidated statements of assets and liabilities as accrued performance-based incentive fee. Pursuant to the terms of the investment advisory agreement,Investment Advisory Agreement, the incentive fee on capital gains is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory agreement)Investment Advisory Agreement) based on the Master Fund’s realized capital gains on acumulative basis from inception, net of all realized capital losses and unrealized depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. Although the terms of the investment advisory agreementInvestment Advisory Agreement do not provide for the inclusion of unrealized gains in the calculation of the incentive fee on capital gains, the Master Fund includes unrealized gains in the calculation of the incentive fee on capital gains in accordance with GAAP. Therefore the accrued amount, if any, represents an estimate of the incentive fees that may be payable to Guggenheim if the Master Fund’s entire investment portfolio was liquidated at its fair value as of the date of the consolidated statements of assets and liabilities, even though Guggenheim is not entitled to any incentive fee based on unrealized appreciation unless and until such unrealized appreciation is realized.

Deferred Financing Costs

Deferred financing costs represent fees and other direct incremental costs incurred in connection with the arrangement of the Master Fund'sFund’s borrowings. These costs are presented in the consolidated statements of assets and liabilities as a direct deduction of the debt liability to which the costs pertain. These costs are amortized using the effective interest method and are included in interest expense inon the consolidated statements of operations over the life of the borrowings.

Notes to Consolidated Financial Statements (Unaudited)

Organization and Offering Expenses
Organization expenses are expensed on the Master Fund's consolidated statements of operations. Continuous offering expenses are capitalized on the Master Fund's consolidated statements of assets and liabilities as deferred offering costs and expensed to the Master Fund's consolidated statements of operations over a 12-month period.

Distributions

Distributions to the Master Fund'sFund’s common shareholders are periodically declared by its Board of Trustees and recognized as a liability on the record date.

Earnings per Common Share
Earnings per Common Share is calculated based upon the weighted average number of Common Shares outstanding during the reporting period.

Federal Income Taxes

Beginning with its tax year ended December 31, 2015, the Master Fund has elected to be treated for federal income tax purposes, and thereafter 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,” as defined in the Code. The Master Fund intends to distribute sufficient dividends to maintain its RIC status each year and it does not anticipate paying a material level of federal income taxes.

The Master Fund 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 Master Fund paid no federal income tax. The Master Fund may, at its discretion, pay a 4% nondeductible federal excise tax on under-distribution of taxable ordinary income and capital gains.

New Accounting Standards
Early Adopted
In November 2016,

The Master Fund 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 FASB issued Accounting Standards Update 2016-18, Statementfinancial statements. ASC 740 requires the evaluation of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). ASU 2016-18 requirestax 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 cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. The new guidance is effective for fiscaloperations. Management has reviewed all open tax years and interim periods withinconcluded that there is no effect to the Master Funds’ 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 Master Fund did not incur any material interest or penalties. Open tax years are those fiscal years beginning afterthat are open for examination by the relevant income taxing authority. As of June 30, 2023, open U.S. Federal and state income tax years include the tax years ended December 15, 2017, with early adoption permitted.31, 2019 through December 31, 2022. The Master Fund has elected early adoption of ASU 2016-18 as of December 31, 2016no examinations in progress. Management’s determinations regarding ASC 740 may be subject to review and has applied this standard retroactively to all prior periods presented.

New Standards Under Assessment
In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). Under ASU 2014-09, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2017,adjustment at a later date based upon factors including, interim periods within that reporting period. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, which clarifies the guidance in ASU No. 2014-09 and has the same effective date as the original standard. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, an update on identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which includes amendments for enhanced clarification of the guidance. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Revenue from Contracts with Customers (Topic 606), the amendments in this update are of a similar nature to the items typically addressed in the technical corrections and improvements project. Additionally, in February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, an update clarifying that a financial asset is within the scope of Subtopic 610-20 if it is deemed an “in-substance non-financial asset.” The Master Fund is evaluating the impact of ASU 2014-09 and it expects any impact by the proposed standard to bebut not limited to, capital structuring fees.an on-going analysis of tax laws, regulations and interpretations thereof.

21

In March 2017, the FASB issued ASU 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities ("ASU 2017-08"). ASU 2017-08 requires that when securities are purchased at a premium over their callable price that the premium be amortized over a the period of time from purchase to the

Notes to Consolidated Financial Statements (Unaudited)


first call date. Historically premiums and discounts have been amortized to the maturity date of a security. The new guidance is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2018, with early adoption permitted. The Master Fund has not elected early adoption at this point and is assessing the potential impact of this guidance.
(UNAUDITED)

Note 3. Investments

The following two tables presenttable presents the composition of the investment portfolio at amortized cost and fair value as of SeptemberJune 30, 20172023 and December 31, 2016,2022, respectively, with corresponding percentages of total portfolio investments at fair value (dollars in thousands):

 September 30, 2017
 Investments at Amortized Cost Investments at Fair Value Percentage of Portfolio at Fair Value
Senior secured loans - first lien$228,489
 $231,843
 60.8%
Senior secured loans - second lien82,667
 83,376
 21.9
Senior secured bonds20,035
 20,909
 5.5
Senior unsecured debt

28,777
 29,218
 7.7%
Total senior debt$359,968
 $365,346
 95.9%
Subordinated debt15,171
 15,261
 4.0
Equity and other2,355
 447
 0.1
Total investments$377,494
 $381,054
 100.0%
 December 31, 2016
 Investments at Amortized Cost Investments at Fair Value Percentage of Portfolio at Fair Value
Senior secured loans - first lien$182,485
 $185,336
 67.4%
Senior secured loans - second lien43,990
 44,340
 16.1
Senior secured bonds11,405
 11,631
 4.2
Senior unsecured debt12,541
 12,870
 4.7
Total senior debt$250,421
 $254,177
 92.4%
Subordinated debt20,474
 20,628
 7.5
Equity and other2,101
 279
 0.1
Total investments$272,996
 $275,084
 100.0%

Notes to Consolidated Financial Statements (Unaudited)

value:

Schedule of investment portfolio at amortized cost and fair value                        
  June 30, 2023  December 31, 2022 
  Amortized Cost  Fair Value  Percentage of Investments at Fair Value  Amortized Cost  Fair Value  Percentage of Investments at Fair Value 
Senior secured loans - first lien $30,852  $28,601   96.4% $41,668  $39,028   96.0%
Senior secured loans - second lien  474   572   1.9   5,250   1,126   2.8 
Senior secured bonds  1,458   32   0.1   1,520   102   0.3 
Total senior debt $32,784  $29,205   98.4% $48,438  $40,256   99.1%
Equity and other  4,649   433   1.6      385   0.9 
Total investments $37,433  $29,638   100.0% $48,438  $40,641   100.0%

The following table presents the composition of the investment portfolio by industry classifications at amortized cost and fair value as of SeptemberJune 30, 20172023 and December 31, 2016,2022, respectively, with corresponding percentages of total portfolio investments at fair value (dollars in thousands):

  September 30, 2017 December 31, 2016
Industry Classification Investments at Amortized Cost Investments
at
Fair Value
 Percentage of Portfolio at
Fair Value
 Investments at Amortized Cost Investments
at
Fair Value
 Percentage of Portfolio at
Fair Value
Technology $85,311
 $86,069
 22.6% $54,501
 $55,052
 20.0%
Construction & Building 41,280
 42,767
 11.2
 20,072
 20,586
 7.5
Beverage, Food & Tobacco 41,528
 42,023
 11.0
 35,793
 36,055
 13.1
Healthcare & Pharmaceuticals 30,575
 30,917
 8.1
 31,022
 31,099
 11.3
Retail 26,481
 26,950
 7.1
 14,426
 14,419
 5.3
Automotive 25,805
 26,415
 7.0
 27,742
 28,100
 10.2
Energy: Oil & Gas 23,853
 21,829
 5.7
 8,785
 7,031
 2.6
Aerospace & Defense 20,036
 20,111
 5.3
 21,962
 22,300
 8.1
Utilities: Electric 16,795
 16,565
 4.4
 13,713
 14,337
 5.2
Hotel, Gaming & Leisure 14,860
 15,694
 4.1
 7,760
 8,017
 2.9
Media: Advertising, Printing & Publishing 12,352
 12,261
 3.2
 6,804
 6,911
 2.5
Containers, Packaging & Glass 10,917
 11,493
 3.0
 10,143
 10,768
 3.9
Telecommunications 9,472
 9,450
 2.5
 
 
 
Chemicals, Plastics & Rubber 5,782
 5,885
 1.5
 
 
 
Consumer Goods: Non-Durable 5,620
 5,631
 1.5
 5,806
 5,825
 2.1
Banking, Finance, Insurance & Real Estate (1)
 3,435
 3,522
 0.9
 10,399
 10,476
 3.8
Capital Equipment 2,619
 2,694
 0.7
 
 
 
Media: Broadcasting & Subscription 772
 764
 0.2
 1,286
 1,273
 0.5
Metals & Mining 1
 14
 
 
 24
 
Services: Business 
 
 
 2,782
 2,811
 1.0
Total $377,494
 $381,054
 100.0% $272,996
 $275,084
 100.0%
______________
(1)Portfolio companies may include insurance brokers that are not classified as insurance companies.
value:

Schedule of investment portfolio at amortized cost and fair value                        
  June 30, 2023  December 31, 2022 
Industry Classification Amortized Cost  

 

Fair Value

  Percentage of Investments at Fair Value  Amortized Cost  

 

Fair Value

  Percentage of Investments at Fair Value 
Services: Business $12,925  $8,470   28.7% $15,014  $10,090   24.8%
Consumer Goods: Non-Durable  8,312   7,365   24.8   8,309   7,172   17.6 
Technology  2,101   2,093   7.1   5,981   6,247   15.5 
Metals & Mining  5,717   4,956   16.7   5,500   5,165   12.7 
Automotive  4,064   3,362   11.3   4,072   3,490   8.6 
Retail  1,630   1,994   6.7   1,685   1,798   4.4 
Chemicals, Plastics & Rubber  953   942   3.2   957   944   2.3 
Beverage, Food & Tobacco           713   910   2.2 
Energy: Oil & Gas  1,731   456   1.5   1,770   590   1.5 
Hotel, Gaming & Leisure           2,279   2,228   5.5 
Telecommunications           2,158   2,007   4.9 
Total investments $37,433  $29,638   100.0% $48,438  $40,641   100.0%

The following table presents the geographic dispersion of the investment portfolio as a percentage of total investments at fair value of the total investments as of SeptemberJune 30, 20172023 and December 31, 2016.2022:

Schedule of investment portfolio as a percentage        
Geographic Dispersion June 30, 2023  December 31, 2022 
United States of America  100.0%  100.0%
   Total investments  100.0%  100.0%

22

Geographic Dispersion September 30, 2017 December 31, 2016
United States of America 89.2% 94.1%
United Kingdom 8.0
 1.4
Italy 1.5
 
Canada 1.3
 4.5
Total investments 100.0% 100.0%


Notes to Consolidated Financial Statements (Unaudited)


(UNAUDITED)

Note 4. Derivative Instruments

The Master Fund may enter into foreign currency forward contracts from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies and to economically hedge the impact that an adverse change in foreign exchange rates would have on the value of the Master Fund'sFund’s investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract forward exchange rate and the forward market exchange rate on the last day of the period presented as unrealized appreciation or depreciation. Realized gains or losses are recognized when forward contracts are settled. Risks arise as a result of the potential inability of the counterparties to meet the terms of their contracts; the Master Fund attempts to limit counterparty risk by only dealing with well-known counterparties. Thecounterparties and those that it believes have the financial resources to honor their obligations. As of June 30, 2023, there are no open foreign currency forward contracts open at the end of the period are generally indicative of the volume of activity during the period.

As of September 30, 2017,contracts.

The following table presents the Master Fund'sFund’s open foreign currency forward contracts were as follows (in thousands):

September 30, 2017
Foreign Currency Settlement Date Statement Location Counterparty Amount Transacted Notional Value at Settlement Notional Value at Period End Fair Value
EUR October 12, 2017 Unrealized appreciation on foreign currency forward contracts JPMorgan Chase Bank, N.A. 595
 $713
 $704
 $9
GBP October 12, 2017 Unrealized depreciation on foreign currency forward contracts JPMorgan Chase Bank, N.A. £18,056
 23,810
 24,204
 (394)
Total         $24,523
 $24,908
 $(385)
The tables below display the Master Fund's foreign currency denominated debt investments and foreign currency forward contracts, summarized by foreign currency type as of September 30, 2017 (in thousands):
  Debt Investments Denominated in Foreign
Currencies As of September 30, 2017
 Hedges As of September 30, 2017
  Par Value in Local Currency Par Value in U.S. Dollars Fair Value in U.S. Dollars Foreign Currency Hedge Notional Amount in Local Currency 
Hedges' Notional Value at
Period End
EUR 601
 $627
 $702
 595
 $704
GBP £18,289
 22,912
 24,000
 £18,056
 24,204
Total   $23,539
 $24,702
   $24,908
As of December 31, 2016, the Master Fund's open foreign currency forward contracts were as follows (in thousands):
December 31, 2016
Foreign Currency Settlement Date Statement Location Counterparty Amount Transacted Notional Value at Settlement Notional Value at Period End Fair Value
EUR January 12, 2017 Unrealized depreciation on foreign currency forward contracts JPMorgan Chase Bank, N.A. €592 Sold $616
 $624
 $(8)
2022:

Schedule of foreign currency forward contracts                      
December 31, 2022
Foreign Currency Settlement Date Statement Location Counterparty Amount Transacted  Notional Value at Settlement  Notional Value at Period End  Fair Value 
GBP January 17, 2023 Unrealized appreciation on foreign currency forward contracts JPMorgan Chase Bank, N.A. £2,457  $3,045  $2,972  $73 
Total           $3,045  $2,972  $73 

The tables below display the Master Fund's foreign currency denominated debt investments and foreign currency forward contracts, summarized by foreign currency type as of December 31, 2016 (in thousands).

  Debt Investments Denominated in Foreign Currencies As of December 31, 2016 Hedges As of December 31, 2016
  Par Value in Local Currency Par Value in U.S. Dollars Fair Value in U.S. Dollars Foreign Currency Hedge Notional Amount in Local Currency Hedges' Notional Value at
Period End
EUR 601
 $627
 $624
 592
 $624
Total   $627
 $624
   $624
Notes to Consolidated Financial Statements (Unaudited)

Thefollowing table below displayspresents the net realized and unrealized gains and losses on derivative instruments recorded by the Master Fund for the three and nine months ended SeptemberJune 30, 2017 (in thousands):
    Three Months Ended Nine Months Ended
  Statement Location September 30, 2017 September 30, 2017
Net realized gains (losses)      
Foreign currency forward contracts Net realized losses on foreign currency forward contracts $(410) $(1,029)
Net unrealized gains (losses)      
Foreign currency forward contracts Net change in unrealized depreciation on foreign currency forward contracts (217) (377)
Net realized and unrealized losses on foreign currency forward contracts $(627) $(1,406)
The Master fund did not engage in hedging activity for the three2023 and nine months ended SeptemberJune 30, 2016.
2022:

Schedule of net realized and unrealized gains and losses on derivative instruments                  
    For the Three Months Ended June 30,  For the Six Months Ended June 30, 
  Statement Location 2023  2022  2023  2022 
Net realized gains (losses)            
Foreign currency forward contracts Net realized gains (losses) on foreign currency forward contracts $(10) $178  $101  $53 
Net change in unrealized appreciation (depreciation)            
Foreign currency forward contracts Net change in unrealized appreciation (depreciation) on foreign currency forward contracts  5   25   (73)  279 
Net realized and unrealized gains (losses) on foreign currency forward contracts $(5) $203  $28  $332 

For derivatives traded under an International Swaps and Derivatives Association master agreement ("Master Agreement (“ISDA Master Agreement"Agreement”), the collateral requirements are typically calculated by netting the mark to marketmark-to-market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Master Fund and/or the counterparty.

Cash collateral that has been pledged, if any, to cover obligations of the Master Fund and cash collateral received from the counterparty, if any, is reported on the consolidated statementstatements of assets and liabilities either as part of restricted cash or cash collateral due to broker, respectively.deposits (received) for foreign currency forward contracts. Generally, the amount of collateral due from or to a party has to exceed a minimum transfer amount threshold before a transfer is required. To the extent amounts due to the Master Fund from a counterparty are not fully collateralized, the Master Fund bears the risk of loss from counterparty non-performance. The Master Fund attempts

23

Notes to mitigate counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations.

Consolidated Financial Statements (UNAUDITED)

The following table presents the Master Fund'sFund’s derivative assets and liabilities by counterparty, net of amounts available for offset under a master netting agreement or similar arrangement, and net of related collateral received by the Master Fund for assets or pledged for liabilities as of SeptemberJune 30, 2017 (in thousands):

September 30, 2017
Counterparty Gross Derivative Liabilities in Statement of Assets and Liabilities Gross Derivative Assets in Statement of Assets and Liabilities 
Collateral Pledged (1)
 Net position of Derivative Assets, Liabilities and Pledged Collateral
JP Morgan Chase Bank, N.A. $(394) $9
 $385
 $
(1)Collateral paid to counterparties may be more than the amount shown in the table above, as the table does not present the effects of over-collateralization, if any.

Notes to Consolidated Financial Statements (Unaudited)

2023 and December 31, 2022:

Schedule of derivative assets and liabilities                   
As of  Counterparty Gross Derivative Assets in Statement of Assets and Liabilities  Gross Derivative Liabilities in Statement of Assets and Liabilities  Collateral Pledged (Received)  Net position of Derivative Assets, Liabilities and Pledged Collateral 
June 30, 2023  JP Morgan Chase Bank, N.A. $  $  $  $ 
December 31, 2022  JP Morgan Chase Bank, N.A. $73  $  $  $73 

Note 5. Fair Value of Financial Instruments

The following two tables present the segmentation of the investment portfolio at fair value, as of SeptemberJune 30, 20172023 and December 31, 2016,2022, according to the fair value hierarchy as described in Note 2. Significant Accounting Policies (dollars in thousands):

Schedule of investment portfolio at fair value                
  June 30, 2023 
  Level 1  Level 2  Level 3  Total 
Investments            
Senior secured loans - first lien $  $6,193  $22,408  $28,601 
Senior secured loans - second lien        572   572 
Senior secured bonds     32      32 
Total senior debt $  $6,225  $22,980  $29,205 
Equity and other     21   412   433 
Total investments $  $6,246  $23,392  $29,638 
Percentage  0.0%  21.1%  78.9%  100.0%
Derivative Instruments                
Foreign currency forward contracts $  $  $  $ 

24

 September 30, 2017
 Level 1 Level 2 Level 3 Total
Investments       
Senior secured loans - first lien$
 $41,756
 $190,087
 $231,843
Senior secured loans - second lien
 19,714
 63,662
 83,376
Senior secured bonds
 
 20,909
 20,909
Senior unsecured debt
 $8,323
 $20,895
 $29,218
Total senior debt
 $69,793
 $295,553
 $365,346
Subordinated debt
 
 15,261
 15,261
Equity and other434
 
 13
 447
Total investments$434
 $69,793
 $310,827
 $381,054
Percentage0.1% 18.3% 81.6% 100.0%
        
Derivative Instruments       
Foreign currency forward contracts$
 $(394) $
 $(394)
Foreign currency forward contracts$
 $9
 $
 $9
 December 31, 2016
 Level 1 Level 2 Level 3 Total
Investments       
Senior secured loans - first lien$
 $105,423
 $79,913
 $185,336
Senior secured loans - second lien
 19,590
 24,750
 44,340
Senior secured bonds
 3,699
 7,932
 11,631
Senior unsecured debt
 7,460
 5,410
 12,870
Total senior debt
 136,172
 118,005
 254,177
Subordinated debt
 5,486
 15,142
 20,628
Equity and other226
 
 53
 279
Total investments$226
 $141,658
 $133,200
 $275,084
Percentage0.1% 51.5% 48.4% 100.0%
        
Derivative Instruments       
Foreign currency forward contracts$
 $(8) $
 $(8)

Notes to Consolidated Financial Statements (Unaudited)


(UNAUDITED)

  December 31, 2022 
  Level 1  Level 2  Level 3  Total 
Investments            
Senior secured loans - first lien $  $13,879  $25,149  $39,028 
Senior secured loans - second lien     1,126      1,126 
Senior secured bonds        102   102 
Total senior debt $  $15,005  $25,251  $40,256 
Equity and other        385   385 
Total investments $  $15,005  $25,636  $40,641 
Percentage  0.0%  36.9%  63.1%  100.0%
Derivative Instruments                
Foreign currency forward contracts $  $73  $  $73 

Significant Level 3 Unobservable Inputs

The following table providestables present quantitative information related to the significant Level 3 unobservable inputs associated with the determination of fair value for certain investments as of SeptemberJune 30, 2017 (dollars in thousands):

2023 and December 31, 2022:

Schedule of significant Level 3 unobservable inputs                
June 30, 2023
Asset Category Fair Value  Valuation Techniques (1) Unobservable Inputs (2) Weighted Average Input Value Range (3)  Impact to Valuation from an Increase in Input (4)
Senior Secured Loans - First Lien $21,188  Yield analysis Yield 14.30%  9.76% - 20.93%  Decrease
Equity/Other $11  Market comparable Cash Flow Multiple 3x  3x Increase
      Market comparable Oil production multiple (5) 24876x  24876x Increase
      Market comparable Oil reserve multiple (6) 10.5x  10.5x Increase
  $401  Discounted cash flow Discount Rate 17.63%  17.63% Decrease
  $572  Yield analysis Yield 30.84%  30.84% Decrease
Total $22,172             

September 30, 2017
Asset CategoryNo. of Investment Positions
Fair
Value
Valuation Techniques (1)
Unobservable Inputs (2)
Weighted Average
Range (3)
Impact to Valuation from an Increase in Input (4)
Senior secured loans - first lien36$123,885
Transacted value
Cost (5)
98.5098.50Increase
   Transacted valuePrice100100Increase
   Yield analysisYield8.19% 5.92% - 12.44%Decrease
Senior secured loans - second lien9$47,954
Transacted value
Cost (5)
98.0098.00Increase
   Yield analysisYield10.32% 8.59% - 11.97%Decrease
Senior secured bonds4$17,919
Transacted valuePrice110.00110.00Increase
   Yield analysisYield9.98% 9.94% - 10.00%Decrease
   Market comparableEBITDA multiple9.3x 9.3xIncrease
Senior unsecured debt3$16,745
Yield analysisYield11.57% 9.85% - 16.73%Decrease
Subordinated debt3$15,261
Transacted value
Cost (5)
100.00100.00Increase
   Yield analysisYield8.74% 8.52% - 8.75%Decrease
Equity and other1$13
Transacted value
Cost (5)
$1.00$1.00Increase
Total56$221,777
     
______________
(1)For the investments that have more than one valuation technique, the Master Fund may rely on the stated techniques individually or in the aggregate based on a weight ascribed to each valuation technique, ranging from 0-100%0% to 100%.

(2)The Master Fund generally uses prices provided by an independent pricing service, or directly from an independent broker, which are non-binding indicative prices on or near the valuation date as the primary basis for the fair valuation determinations for quoted senior secured bonds and loans. Since these prices are non-binding, they may not be indicative of fair value. Each quoted price is evaluated by Guggenheim in conjunction with additional information compiled by them,it, including financial performance, recent business developments and various other factors. Investments with fair values determined in this manner were not included in the table above. As of SeptemberJune 30, 20172023, the Master Fund had investments of this nature measured at fair value totaling $89.1$1.2 million.

(3)A range is not provided when there is only one investment within the classification;classification or multiple investments that have the same unobservable input; weighted average amounts are based on the estimated fair values.

(4)This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements.

(5)Oil production multiple is valued based on thousand barrels of oil equivalent per day (MBOE/d).

(5)Investments may be(6)Oil reserve multiple is valued at cost for a periodbased on million barrels of time after an acquisition as the best indicator of fair value.oil equivalent (MMBOE).
In addition to the Level 3 valuation methodologies and unobservable inputs noted above, the Master Fund, in accordance with its valuation policy, may also use other valuation techniques and methodologies when determining the fair value estimates for its investments.

25

Notes to Consolidated Financial Statements (Unaudited)


The following table provides quantitative information related to the significant Level 3 unobservable inputs associated with the determination of fair value for certain investments as of December 31, 2016 (dollars in thousands):
(UNAUDITED)

December 31, 2022
Asset Category Fair Value  Valuation Techniques (1) Unobservable Inputs (2) Weighted Average Input Value  Range (3)  Impact to Valuation from an Increase in Input (4)
Senior Secured Loans - First Lien $24,740  Yield analysis Yield 12.52%  1.01% - 16.04%  Decrease
Equity/Other $79  Market comparable Cash Flow Multiple 5x  5x  Increase
      Market comparable Oil production multiple (5) 28043x  28043x  Increase
      Market comparable Oil reserve multiple (6) 12.3x  12.3x  Increase
  $276  Discounted cash flow EBITDA multiple 10.6x  10.6x  Increase
      Discounted cash flow Discount Rate 20.00%  20.00%  Decrease
Total $25,095             

December 31, 2016
Asset CategoryNo. of Investment PositionsFair
Value
Valuation Techniques (1)
Unobservable Inputs (2)
Weighted Average
Range (3)
Impact to Valuation from an Increase in Input (4)
Senior secured loans - first lien22$74,929
Yield analysisYield7.75%6.49% - 10.20%Decrease
   Transacted value
Cost (5)
99.5399.53Increase
   Market comparablesEBITDA multiple16.3x16.3xIncrease
Senior secured loans - second lien4$24,750
Yield analysisYield10.89%10.40% -11.85%Decrease
   Market comparablesEBITDA multiple6.2x6.2xIncrease
Senior secured bonds3$4,909
Yield analysisYield9.72%9.72%Decrease
   Liquidation AnalysisLiquidation valueN/AN/AIncrease
Senior unsecured debt1$5,410
Yield analysisYield12.59%12.59%Decrease
Subordinated debt2$15,142
Transacted value
Cost (5)
98.6798.64-100.00Increase
Equity and other2$53
Transacted value
Cost (5)
1.001.00Increase
   Market and income approachCompany specific risk premium515.60%515.60%Decrease
   Option valuation modelVolatility163.18%163.18%Increase
Total33$125,193
     
______________
(1)For the assets and investments that have more than one valuation technique, the Master Fund may rely on the stated techniques individually or in the aggregate based on a weight ascribed to each valuation technique, ranging from 0-100%0% to 100%.

(2)The Master Fund generally uses prices provided by an independent pricing service, or directly from an independent broker, which are non-binding indicative prices on or near the valuation date as the primary basis for the fair valuation determinations for quoted senior secured bonds and loans. Since these prices are non-binding, they may not be indicative of fair value. Each quoted price is evaluated by Guggenheim in conjunction with additional information compiled by them,it, including financial performance, recent business developments and various other factors. Investments with fair values determined in this manner were not included in the table above. As of December 31, 20162022, the Master Fund had investments of this nature measured at fair value totaling $8.0$0.5 million.

(3)A range is not provided when there is only one investment within the classification;classification or multiple investments that have the same unobservable input; weighted average amounts are based on the estimated fair values.

(4)This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements.

(5)Investments may beOil production multiple is valued at cost for a periodbased on thousand barrels of time after an acquisition as the best indicator of fair value.oil equivalent per day (MBOE/d).

(6)Oil reserve multiple is valued based on million barrels of oil equivalent (MMBOE).

In addition to the Level 3 valuation methodologies and unobservable inputs noted above, the Master Fund, in accordance with its valuation policy, may also use other valuation techniques and methodologies when determining the fair value estimates for its investments.

26

Notes to Consolidated Financial Statements (Unaudited)


(UNAUDITED)

The following tables present a roll-forward inof the fair value changes for all investments for which the Master Fund determines fair value using Level 3 unobservable inputs for the three and ninesix months ended SeptemberJune 30, 2017 (dollars in thousands):

2023 and June 30, 2022:

Schedule of fair value changes in investments                    
  For the Three Months Ended June 30, 2023 
  Senior Secured Loans - First Lien  Senior Secured Loans - Second Lien  Senior Secured Bonds  Equity and Other  Total 
Balance as of April 1, 2023 $27,195  $  $  $428  $27,623 
Additions (1)  590   572         1,162 
Sales and repayments (2)  (5,010)           (5,010)
Net realized gains (3)  30            30 
Net change in unrealized depreciation on investments (4)  (416)        (16)  (432)
Net discount accretion  19            19 
Fair value balance as of June 30, 2023 $22,408  $572  $  $412  $23,392 
Change in net unrealized depreciation on investments held as of June 30, 2023 $(421) $  $  $(16) $(437)
  

 

For the Six Months Ended June 30, 2023

 
  Senior Secured Loans - First Lien  Senior Secured Loans - Second Lien  Senior Secured Bonds  Equity and Other  Total 
Balance as of January 1, 2023 $25,149  $  $102  $385  $25,636 
Additions (1)  854   572      4,650   6,076 
Sales and repayments (2)  (5,254)        (317)  (5,571)
Net realized gains (3)  35         317   352 
Net change in unrealized depreciation on investments (4)  (181)        (4,593)  (4,774)
Net discount accretion  37            37 
Transfers into Level 3 (5)  1,768            1,768 
Transfers out of Level 3 (6)        (102)  (30)  (132)
Fair value balance as of June 30, 2023 $22,408  $572  $  $412  $23,392 
Change in net unrealized depreciation on investments held as of June 30, 2023 $(448) $  $  $(68) $(516)

 Three Months Ended September 30, 2017
 Senior Secured Loans - First Lien Senior Secured Loans - Second Lien Senior Secured Bonds Senior Unsecured Debt Subordinated Debt Equity and Other Total
Balance as of July 1, 2017$124,215
 $47,717
 $19,900
 $16,655
 $15,210
 $52
 $223,749
Additions (1)
11,805
 14,715
 
 106
 18
 
 26,644
Net realized gains (2)
297
 17
 
 
 
 
 314
Net change in unrealized appreciation (depreciation) on investments (3)
(60) 438
 1,006
 (40) 27
 (39) 1,332
Sales and repayments (4)
(14,565) (457) 
 
 
 
 (15,022)
Net discount accretion150
 34
 3
 24
 6
 
 217
Investment position reclassification
     
 
 
 
Transfers into Level 3 (5) (6)
68,245
 1,198
 
 4,150
 


 73,593
Fair value balance as of September 30, 2017$190,087
 $63,662
 $20,909
 $20,895
 $15,261
 $13
 $310,827
Change in net unrealized appreciation (depreciation) on investments held as of September 30, 2017$141
 $438
 $1,006
 $(40) $27
 $(39) $1,533

 Nine Months Ended September 30, 2017
 Senior Secured Loans - First Lien Senior Secured Loans - Second Lien Senior Secured Bonds Senior Unsecured Debt Subordinated Debt Equity and Other Total
Balance as of January 1, 2017$79,913
 $24,750
 $7,932
 $5,410
 $15,142
 $53
 $133,200
Additions (1)
107,203
 45,109
 12,000
 13,803
 17
 
 178,132
Net realized gains (2)
1,003
 293
 
 26
 
 
 1,322
Net change in unrealized appreciation (depreciation) on investments (3)
1,291
 807
 964
 237
 83
 (40) 3,342
Sales and repayments (4)
(39,002) (8,656) 
 (2,632) 
 
 (50,290)
Net discount accretion372
 86
 13
 51
 19
 
 541
Transfers into Level 3 (5) (6)
39,307
 1,273
 
 4,000
 
 
 44,580
Fair value balance as of September 30, 2017$190,087
 $63,662
 $20,909
 $20,895
 $15,261
 $13
 $310,827
Change in net unrealized appreciation (depreciation) on investments held as of September 30, 2017$1,400
 $807
 $964
 $237
 $83
 $(40) $3,451
______________
(1)Includes increases in the cost basis of investments resulting from new and incremental portfolio investments, including the capitalization of PIK income if any.income.

(2)Included in net realized gain (loss) on investments in the consolidated statements of operations.
(3)Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
Notes to Consolidated Financial Statements (Unaudited)

(4)Includes principal payments/paydowns on debt investments and proceeds from sales of investments.

(5)(3)The Master Fund transfersIncluded in net realized gains (losses) on investments in and outon the consolidated statements of Level 1, 2 and 3 securities at the value of the investment as of the beginning of the period based on changes in the use of observable inputs utilized to perform the valuation for the period.operations.

(4)Included in net change in unrealized appreciation (depreciation) on investments on the consolidated statements of operations.

(6)(5)For the three and ninesix months ended SeptemberJune 30, 2017, twenty-two and twelve2023, investments respectively, were transferred from Level 2 to Level 3 primarily dueas valuation coverage was reduced to decreased price transparency.one independent pricing service without any corroborating recent trade or another broker quotation or to a market or income approach based model.

(6)For the three and six months ended June 30, 2023, investments were transferred from Level 3 to Level 2 as valuation coverage was initiated by more than one independent pricing services or by one independent pricing service with a corroborating recent trade or another broker quotation.
The following tables present a roll-forward in the fair value changes for all investments for which the Master Fund determines fair value using Level 3 unobservable inputs for the three and nine months ended September 30, 2016 (dollars in thousands):

27

 Three Months Ended September 30, 2016
 Senior Secured Loans - First Lien Senior Secured Loans - Second Lien Senior Secured Bonds Senior Unsecured Debt Subordinated Debt Equity and Other Total
Balance as of July 1, 2016$27,583
 $
 $6,258
 $
 $
 $40
 $33,881
Additions (1)
49,445
 19,540
 
 
 
 
 68,985
Net realized gains (2)
9
 
 
 
 
 
 9
Net change in unrealized appreciation on investments (3)
265
 3
 1,387
 
 
 
 1,655
Sales or repayments (4)
(537) 
 
 
 
 
 (537)
Net discount accretion27
 5
 3
 
 
 
 35
Fair value balance as of September 30, 2016$76,792
 $19,548
 $7,648
 $
 $
 $40
 $104,028
Change in net unrealized appreciation on investments held as of September 30, 2016$255
 $3
 $1,387
 $
 $
 $
 $1,645

Notes to Consolidated Financial Statements (UNAUDITED)

  For the Three Months Ended June 30, 2022 
  Senior Secured Loans - First Lien  Senior Secured Loans - Second Lien  Senior Secured Bonds  Equity and Other  Total 
Balance as of April 1, 2022 $48,893  $13,438  $  $2,322  $64,653 
Additions (1)  424            424 
Sales and repayments (2)  (603)  (6,000)  (306)     (6,909)
Net realized gains (3)  14   55         69 
Net change in unrealized appreciation (depreciation) on investments (4)  (935)  (33)  395   (200)  (773)
Net discount accretion  73   5         78 
Transfers into Level 3 (5)  4,487      90      4,577 
Transfers out of Level 3 (5)  (513)  (2,413)        (2,926)
Fair value balance as of June 30, 2022 $51,840  $5,052  $179  $2,122  $59,193 
Change in net unrealized appreciation (depreciation) on investments held as of June 30, 2022 $(935) $(81) $395  $(200) $(821)
  

 

For the Six Months Ended June 30, 2022

 
  Senior Secured Loans - First Lien  Senior Secured Loans - Second Lien  Senior Secured Bonds  Equity and Other  Total 
Balance as of January 1, 2022 $64,661  $14,510  $  $897  $80,068 
Additions (1)  1,648            1,648 
Sales and repayments (2)  (17,251)  (6,000)  (306)  (2)  (23,559)
Net realized gains (losses) (3)  649   55      (14)  690 
Net change in unrealized appreciation (depreciation) on investments (4)  (1,965)  (59)  395   1,241   (388)
Net discount accretion  124   14         138 
Transfers into Level 3 (5)  4,487      90      4,577 
Transfers out of Level 3 (5)  (513)  (3,468)        (3,981)
Fair value balance as of June 30, 2022 $51,840  $5,052  $179  $2,122  $59,193 
Change in net unrealized appreciation on investments held as of June 30, 2022 $(1,214) $(82) $287  $1,230  $221 

 Nine Months Ended September 30, 2016
 Senior Secured Loans - First Lien Senior Secured Loans - Second Lien Senior Secured Bonds Senior Unsecured Debt Subordinated Debt Equity and Other Total
Balance as of January 1, 2016$21,200
 $1,576
 $6,827
 $
 $
 $471
 $30,074
Additions (1)
60,297
 19,540
 
 
 
 37
 79,874
Net realized gains (2)
188
 
 
 
 
 
 188
Net change in unrealized appreciation (depreciation) on investments (3)
53
 3
 821
 
 
 (468) 409
Sales and repayments (4)
(9,969) 
 
 
 
 
 (9,969)
Net discount accretion60
 5
 
 
 
 
 65
Transfers out of Level 3 (5) (6)

 (1,576) 
 
 
 
 (1,576)
Transfers into Level 3 (5) (7)
4,963
 
 
 
 
 
 4,963
Fair value balance as of September 30, 2016$76,792
 $19,548
 $7,648
 $
 $
 $40
 $104,028
Change in net unrealized (depreciation) on investments held as of September 30, 2016$187
 $3
 $821
 $
 $
 $(468) $543
______________
(1)Includes increases in the cost basis of investments resulting from new and incremental portfolio investments, including the capitalization of PIK dividend income.

(2)Included in net realized gain (loss) on investments in the consolidated statements of operations.
(3)Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
(4)Includes principal payments/paydowns on debt investments and proceeds from sales of investments.
Notes to Consolidated Financial Statements (Unaudited)

(5)(3)The Master Fund transfersIncluded in net realized gains (loss) on investments in and outon the consolidated statements of Level 1, 2 and 3 securities at the value of the investment as of the beginning of the period based on changes in the use of observable inputs utilized to perform the valuation for the period.operations.

(4)Included in net change in unrealized appreciation (depreciation) on investments on the consolidated statements of operations.

(6)(5)For the ninethree and six months ended SeptemberJune 30, 2016,2022, investments were transferred from Level 2 to Level 3 as valuation coverage was reduced to one investment wasindependent pricing service without any corroborating recent trade or another broker quotation.

(6)For the three and six months ended June 30, 2022, investments were transferred from Level 3 to Level 2 due to an increase in price transparency.as valuation coverage was initiated by more than one independent pricing services or by one independent pricing service with a corroborating recent trade or another broker quotation.
(7)For the nine months ended September 30, 2016, one investment was transferred from Level 2 to Level 3 due to a decrease in price transparency.

28

Notes to Consolidated Financial Instruments Disclosed, But Not Carried, At Fair Value

The carrying value of credit facility payable approximates its fair value and it is considered to be classified as a Level 3 liability in the fair value hierarchy.
Statements (UNAUDITED)

Note 6. Related Party Agreements and Transactions

The Master Fund is affiliated with Guggenheim Credit Income Fund 2016 T (“GCIF 2016T”) and Guggenheim Credit Income Fund 2019 (“GCIF 2019”) (together, the “Feeder Funds”). The membership of the Boards of Trustees for the Master Fund, GCIF 2016T and GCIF 2019 are identical. The Feeder Funds have invested, and/or intend to invest, substantially all of the proceeds from their public offerings of common shares in the acquisition of the Master Fund’s Common Shares.

One of the Master Fund’s executive officers, Brian Binder, Senior Vice President, serves as an executive officer of Guggenheim. All of the Master Fund’s executive officers also serve as executive officers of the Feeder Funds.

Guggenheim and/or its affiliates may receive, as applicable, compensation for (i) investment advisory services, (ii) reimbursement of expenses in connection with investment advisory activities, administrative services and organizing the Master Fund and (iii) capital markets services in connection with the raising of equity capital for Feeder Funds affiliated with the Master Fund.

Of the Master Fund’s executive officers, Kevin Robinson, Senior Vice President, and Dina DiLorenzo, Senior Vice President, also serveFund, as executive officers of Guggenheim.
Related Party Capital Contributions and Ownership of Common Shares
The Master Fund is affiliated with Guggenheim Credit Income Fund 2016 T ("GCIF 2016T") (formerly Carey Credit Income Fund 2016 T) , Guggenheim Credit Income Fund - I ("GCIF-I") (formerly Carey Credit Income Fund - I), and Guggenheim Credit Income Fund 2018 T ("GCIF 2018T") (formerly Carey Credit Income Fund 2018 T), three Feeder Funds, whose registration statements initially became effective on July 24, 2015, July 31, 2015 and October 3, 2016, respectively. The membership of the Boards of Trustees for the Master Fund, GCIF 2016T, GCIF-I and GCIF 2018T are identical. The Feeder Funds have invested, and/or intend to invest, substantially all of the proceeds from their public offerings of their common shares in the acquisition of the Master Fund's Common Shares.
more fully discussed below.

Investment Advisory Agreements and Compensation of the Advisor

Prior to September 11, 2017, the

The Master Fund wasis party to (i) an investment advisory agreement, as amended and restated (the "Prior Investment Advisory Agreement") with CCA and (ii) an investment sub-advisory agreement, as amended and restated (the "Investment Sub-Advisory Agreement") with CCA and Guggenheim. The Prior Investment Advisory Agreement and Investment Sub-Advisory Agreement were terminated by action of the Board of Trustees upon receipt and acceptance of CCA's resignation letter on August 10, 2017 with an effective date of September 11, 2017. Based on the Board of Trustees' approval, the Master Fund entered into an interim investment advisory agreement with Guggenheim, (the "Interim Investment Advisory Agreement") on August 11, 2017 with an effective date of September 11, 2017. Consistent with the terms of the Prior Investment Advisory Agreement,pursuant to which the Master Fund agreed to pay Guggenheim an investment advisory fee consisting of two components: (i) a management fee and (ii) a performance-based incentive fee. Guggenheim continues to be entitled to reimbursement of certain expenses incurred on behalf of the Master Fund in connection with investment operations and investment transactions.

Management Fee: Effective September 11, 2017, theFees: The management fee (recorded as investment advisory fee) is calculated at an annual rate of 1.75% based on the simple average of the Master Fund'sFund’s gross assets at the end of the two most recently completed calendar months and it is payable in arrears. Under the Prior Investment Advisory Agreement, the management fee was computed at an annual rate of 2.0% based on the simple average of the Master Fund's gross assets at the end of the two most recently completed calendar months.

Performance-based Incentive Fee: The performance-based incentive fee consists of two parts: (i) an incentive fee on income and (ii) an incentive fee on capital gains.

(i)The incentive fee on income is paid quarterly, if earned; it is computed as the sum of (A) 100% of quarterly pre-incentive fee net investment income in excess of 1.875% of average adjusted capital up to a limit of 2.344% of average adjusted capital, and (B) 20% of pre-incentive fee net investment income in excess of 2.344% of average adjusted capital.

(ii)The incentive fee on capital gains is paid annually, if earned; it is equal to 20% of realized capital gains on a cumulative basis from inception, net of (A) all realized capital losses and unrealized depreciation on a cumulative basis from inception, and (B) the aggregate amount, if any, of previously paid incentive fees on capital gains.
There has been no change to the performance based incentive fee as compared to the Prior Investment Advisory Agreement.

All fees are computed in accordance with a detailed fee calculation methodology as approved by the Board of Trustees.

The expiration of the Interim Investment Advisory Agreement is the earlier of (i) February 8, 2018 (or such later date as may be consistent with the 1940 Act, rules and regulations thereunder, exemptive relief, or interpretive positions of the staff of the SEC) or (ii) the effective date of a new investment advisory agreement between the Master Fund and Guggenheim, if any, that has been approved by a majority of the Master Fund’s outstanding voting securities. The Interim Investment Advisory Agreement

Notes to Consolidated Financial Statements (Unaudited)

may be terminated at any time, without the payment of any penalty: (i) by the Master Fund upon 1060 days’ prior written notice to Guggenheim;Guggenheim, or (ii) by Guggenheim upon not less than 120 days’ prior written notice to the Master Fund. This Agreement shall automatically terminate in the event of its assignment. In the event that the Interim Investment Advisory Agreement is terminated by Guggenheim, and if the independent trusteesIndependent Trustees elect to continue the Master Fund, then Guggenheim shall pay all direct expenses incurred by the Master Fund as a result of itsGuggenheim’s withdrawal, up to, but not exceeding $250,000. Unless earlier terminated, the Investment Advisory Agreement will remain in effect for a period of two years from the date on which the Master Fund’s shareholders approved the Investment Advisory Agreement and will remain in effect year to year thereafter if approved annually (i) by a majority of the Master Fund’s Independent Trustees and (ii) the Master Fund’s Board of Trustees or the holders of a majority of the Master Fund’s outstanding voting securities.

29

Notes to Consolidated Financial Statements (UNAUDITED)

Administrative Services Agreement

Prior to September 11, 2017, the

The Master Fund was party toentered into an amended and restated administrative services agreement with CCA,Guggenheim (the "Prior Administrative“Administrative Services Agreement"Agreement”) whereby CCAGuggenheim agreed to provide administrative services to the Master Fund, including office facilities and equipment, and clerical, bookkeeping and record-keeping services. More specifically, CCA,Guggenheim, serving as the administrator (the "Prior Administrator"“Administrator”), performedperforms and oversawoversees the Master Fund'sFund’s required administrative services, which included financial and corporate record-keeping, preparing and disseminating the Master Fund'sFund’s reports to its shareholders and filing reports with the U.S. Securities and Exchange Commission (the "SEC").SEC. In addition, the Prior Administrator assistedassists in determining net asset value, overseeing the preparation and filing of tax returns, overseesoverseeing the payment of expenses and distributions and overseeing the performance of administrative and professional services fees rendered by others. For providing these services, facilities and personnel, the Master Fund reimbursedreimburses the Prior Administrator for 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,To the extent that the Administrator outsources any of its functions, the Master Fund entered into an administrative services agreementmay pay the fees associated with Guggenheim (the "Administrative Services Agreement") whereby Guggenheim, serving assuch functions on a direct basis, without incremental profit to the administrator (the "Administrator"), agreed to commence providing administrative services similar to those previously provided by CCA, with an effective date of September 11, 2017.

Administrator.

The Administrative Services Agreement may be terminated at any time, without the payment of any penalty: (i) by the Master Fund upon 60 days'days’ written notice to the Administrator upon the vote of the Master Fund's independent trustees,Fund’s Independent Trustees, or (ii) by the Administrator upon not less than 120 days'days’ written notice to the Master Fund. 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 Board of Trustees and the Master Fund'sFund’s Independent Trustees.

Organization and Offering Costs
On August 17, 2015, the Master Fund entered into an organization and offering expense reimbursement agreement (the "O&O Agreement") with CCA and Guggenheim. The O&O Agreement was terminated on August 10, 2017. Under the O&O Agreement the Master Fund reimbursed CCA and Guggenheim for costs incurred on the Master Fund's behalf, including, but not limited to, legal services, audit services, printer services, and the registration of securities under the Exchange Act. The reimbursement of organization and offering expenses was conditional on the raise of equity capital from the sale of Master Fund's Common Shares. As of November 3, 2016, the Master Fund had reimbursed the CCA and Guggenheim for all organization and offering costs incurred. The Master Fund, Guggenheim and CCA, for a limited purpose, entered into an amended and restated organization and offering expense reimbursement agreement on September 5, 2017, with an effective date of September 11, 2017, whereby CCA relinquished any rights to reimbursement of organization and offering expenses.

Dealer Manager Agreement

On May 1, 2015, the

The Master Fund initially entered intofund is party to a dealer manager agreement, as amended (the "Dealer“Dealer Manager Agreement"Agreement”) with Carey Financial, LLC, a Delaware limited liability company ("Carey Financial"), GCIF 2016T and GCIF-I. The Dealer Manager Agreement was updated to include GCIF 2018T on October 3, 2016. On August 10, 2017, Carey Financial assigned the Dealer Manager Agreement to Guggenheim Funds Distributors, LLC ("GFD"(“GFD”) and the assignment and assumption agreement was approved by the Board of Trustees. GFD is an affiliate of Guggenheim. Under the terms of the Dealer Manager Agreement, GFD is to act on a best efforts basis as the exclusive dealer manager for (i) GCIF 2016T's,2016T’s and GCIF 2018T's and GCIF-I's2019’s public offerings of common shares and (ii) the public offering of common shares for future feeder funds affiliated with the Master Fund. Each Feeder Fund, not theThe Master Fund is not responsible for the compensation of GFD pursuant to the terms of the Dealer Manager Agreement; therefore, fees compensating GFD are not presented in this periodic report. As to a Feeder Fund, the Deal Manager Agreement may be terminated by a Feeder Fund or GFD upon 60 calender days'calendar days’ written notice to the other party. In the event that a Feeder Fund or GFD terminates the Dealer Manager Agreement with respect to a particular Feeder Fund, the Dealer Manager Agreement will continue with respect to any other Feeder Fund.

Capital Structuring Fees

and Administrative Agency Fees

Guggenheim isand its affiliates are obligated to remit to the Master Fund any earned capital structuring fees and administrative agency fees (i.e. loan administration fees) based on the Master Fund's Fund’s pro rata portion of the co-investment transactions or originated investments in which the Master Fund participates.

Transition Costs in Connection with Advisor Changes, Proxy Statement and Shareholder Meetings
The Master Fund incurred transition costs in connection with the change in investment advisor, the issuance of a proxy statement to approve an investment advisory agreement with Guggenheim, shareholder meetings, and the solicitation of shareholders in connection with the proxy statement. WPC and Guggenheim have agreed to reimburse the Master Fund for all transition costs.
Notes to Consolidated Financial Statements (Unaudited)

Summary of Related Party Transactions for the Three and Nine Months Ended September 30, 2017 and September 30, 2016

The following table presents the related party fees, expenses and transactions for the three and ninesix months ended SeptemberJune 30, 20172023 and SeptemberJune 30, 2016 (dollars in thousands):2022:

Schedule of related party fees, expenses and transactions                  
    For the Three Months Ended June 30,  For the Six Months Ended June 30, 
Related Party (1) (2) Source Agreement & Description 2023  2022  2023  2022 
  Expenses:            
Guggenheim Investment Advisory Agreement - management fee $186  $572  $441  $1,220 
Guggenheim Administrative Services Agreement - expense reimbursement  95   169   197   229 
  Income:                
Guggenheim Share on capital structuring fees and administrative agency fees  3   3   5   6 

30

Notes to Consolidated Financial Statements (UNAUDITED)

    Three Months Ended September 30, Nine Months Ended September 30,
Related Party Source Agreement & Description 2017 2016 2017 2016
CCA & Guggenheim 
Prior Investment Advisory Agreement - investment advisory fee (1)
 $1,595
 $1,025
 $5,229
 $2,142
Guggenheim 
Interim Investment Advisory Agreement - investment advisory fee (1)
 391
 
 391
 
CCA & Guggenheim Prior Administrative Services Agreement - expense reimbursement 80
 98
 303
 286
Guggenheim Administrative Services Agreement - expense reimbursement 25
 
 25
 
GCIF-I Net Issuance (Repurchase) of Common Shares (7) 5,666
 20,523
 13,208
GCIF 2016T Net Issuance (Repurchase) of Common Shares 592
 32,946
 48,862
 75,661
CCA & Guggenheim O&O Agreement - organization cost reimbursements 
 
 
 228
Trustees 
Amended and Restated Bylaws - trustee fees and expenses (2)
 112
 101
 372
 264
Guggenheim Co-Investment Exemptive Relief Order - Reimbursement of capital structuring fees 
 157
 315
 157
WPC & Guggenheim Advisor Transition Costs - Transition costs in connection with investment advisor changes, proxy statement, and shareholder meeting 662
 
 662
 
__________________________
(1)
DuringRelated party transactions not included in the threetable above consist of Independent Trustees fees and nine months ended September 30, 2017expenses and September 30, 2016, nonesales and repurchase of the accrued performance-based incentive fee was payable to CCA or Guggenheim (i.e. CCAMaster Fund Shares to/from affiliated Feeder Funds as disclosed in the Master Fund’s consolidated statements of operations and consolidated statements of changes in net assets, respectively. In accordance with the Liquidation Plan, the Master Fund’s share repurchase program has been suspended effective March 31, 2021.

(2)As of June 30, 2023 and June 30, 2022, the Master Fund had accumulated net realized capital losses and net unrealized depreciation and therefore, Guggenheim did not earn any performance-based incentive fee) and thereforefee during the recorded performance-based incentive fee is not included in the table above. See Note 2. Significant Accounting Policies - Management Fees.respective period.
(2)Excludes independent trustee fees for extraordinary services in connection with advisor transition matters incurred in the three months ended September 30, 2017; these fees are included in Advisor Transition Costs.

Co-Investment Transactions Exemptive Relief

On June 28, 2016, the

The Master Fund was granted an SEC exemptive order which grants the Master Fund exemptive relief permitting the Master Fund, subject to the satisfaction of specific conditions and requirements, to co-invest in privately negotiated investment transactions with certain affiliates of CCA and Guggenheim. On September 22, 2017, due to CCA's resignation as investment advisor, the Master Fund and Guggenheim filed a replacement request for SEC exemptive relief to permit co-investment with certain Guggenheim affiliates in privately negotiated transactions.

Indemnification

The Interim Investment Advisory Agreement, Prior Investment Advisory Agreement, Investment Sub-Advisory Agreement and Administrative Services Agreement provide certain indemnifications to CCA and Guggenheim, theirits directors, officers, persons associated with CCA and Guggenheim and theirits affiliates, including the administrator. In addition, the Master Fund'sFund’s Declaration of Trust, as amended, provides certain indemnifications to its officers, trustees, agents and certain other persons. As of SeptemberJune 30, 2017,2023 and December 31, 2022, management believes that the risk of incurring any losses for such indemnifications is remote.

Note 7. Borrowings

Hamilton Credit Facility

On December 17, 2015, Hamilton initially entered into a senior-secured term loan, as amended (the “Hamilton Credit Facility”) with JPMorgan Chase Bank, National Association (“JPM”), as administrative agent, each of the lenders from time to time party thereto, and U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary. The

On November 29, 2021, Hamilton Credit Facility provides for borrowingsrepaid in an aggregate principal amount of $175.0 million on a committed basisfull all outstanding amounts due in connection with, an overall four-year term and a three-year draw-down term;terminated all loan advances and all accrued and unpaid interest thereunder will be due and payable on December 17, 2019. The interest rate is 3 month LIBOR+2.65% per annum and interest is payable quarterly in arrears. All investments owned by, and all cash on hand with, Hamilton are held as collateral forcommitments under, the Hamilton Credit Facility.

Notes to Consolidated Financial Statements (Unaudited)

On August 24, 2017, the Hamilton loan agreement was amended to conform the agreement with the resignation of CCA and the appointment of Guggenheim as the interim investment advisor. As of September 30, 2017,2022, Hamilton was in compliance with all material terms and covenants related to the Hamilton Credit Facility.
Hamilton incurred certain customary costs and expenses in connection with obtaining the Hamilton Credit Facility, and the loan agreement provides for conditional undrawn fees and unused commitment fees. Beginning on September 17, 2016 and ending December 16, 2018, Hamilton is subject to an undrawn fee of 265 basis points per annum on the amount, if any, of (i) $150.0 million less (ii) the outstanding loan amount. In the period commencing September 17, 2016 and ending December 17, 2018, Hamilton is obligated to pay an annual unused commitment fee of 100 basis points on the difference, if any, between $175.0 million and the greater of (i) the outstanding loan amount and (ii) $150.0 million.
Hamilton's borrowings as of September 30, 2017 and December 31, 2016 were as follows (dollars in thousands):
  Hamilton Credit Facility - Borrowing Summary
As of Total Principal Amount Committed Principal Amount Outstanding 
Carrying Value (1)
 
Interest Rate (2)
 Maturity Date Maturity Term
September 30, 2017 $175,000
 $150,000
 $148,865
 3.97% December 17, 2019 2.2
years
December 31, 2016 $175,000
 $126,000
 $124,505
 3.64% December 17, 2019 3.0
years
______________________
(1)Carrying value is equal to outstanding principal amount net of unamortized financing costs.
(2)
Interest rate as of the end of the reporting period (3-month LIBOR+2.65%) and the base interest rate (i.e., 3-month LIBOR) are subject to quarterly changes. Interest rate is calculated as the weighted average interest rates of all tranches currently outstanding. Interest rate does not include the amortization of upfront fees, undrawn or unused fees and expenses that were incurred in connection with the Hamilton Credit Facility.
The components of the Master Fund's interest expense and other financing costs for the three and nine months ended September 30, 2017 and 2016 were as follows (dollars in thousands):
  Three Months Ended September 30, Nine Months Ended September 30,
  2017 2016 2017 2016
Stated interest expense $1,511
 $675
 $4,052
 $1,324
Unused/undrawn fees 69
 206
 395
 262
Amortization of deferred financing costs 123
 117
 360
 342
Total interest expense $1,703
 $998
 $4,807
 $1,928
Annualized weighted average interest rate(1)
 3.9% 3.4% 3.8% 3.2%
Average borrowings $150,000
 $79,250
 $140,400
 $55,100
______________________
(1)Calculated as the annualized amount of the stated interest expense divided by the average borrowings during the reporting period.
Notes to Consolidated Financial Statements (Unaudited)

dissolved.

Note 8. Commitments and Contingencies

Commitments

The amounts associated with unfunded commitments to provide funds to portfolio companies are not recorded in the Master Fund’s consolidated statements of assets and liabilities. Since these commitments and the associated amounts may expire without being drawn upon, the total commitment amount does not necessarily represent a future cash requirement. As of SeptemberJune 30, 2017 the Master Fund and Hamilton have sufficient liquidity to fund these commitments should the funding requirements occur. As of September 30, 20172023 and December 31, 2016,2022, the Master Fund’s unfunded commitments consisted of the following (dollars in thousands):

following:

Schedule of unfunded commitments        
  Total Unfunded Commitments 
Category / Portfolio Company (1) June 30, 2023  December 31, 2022 
Allvue Systems (Revolver)  58   26 
Apptio, Inc. (Revolver)  229   131 
Galls LLC (Revolver)  176   170 
Polyvision Corp. (Revolver)     5 
PSI Services LLC (Revolver)  (2)  (2)
Wide Orbit (Revolver)     293 
Total Unfunded Commitments $463  $625 

  Total Unfunded Commitments
Category / Portfolio Company (1)
 September 30, 2017 December 31, 2016
Boats Group (Revolver) $1,000
 $1,000
Dominion Web Solutions (Revolver) 346
 
Eco-Site (Delayed Draw) 3,214
 
Express Oil (Delayed Draw) 24
 
Express Oil (Revolver) 241
 
GAL Manufacturing (Revolver) 373
 
Grinding Media Inc. 
 6,200
Humanetics (Revolver) 400
 400
Lytx (Revolver) 368
 
Med Intermediate (Delayed Draw) 1,493
 1,631
Ministry Brands (Delayed Draw) 135
 
Onyx CenterSource (Revolver) 285
 329
National Technical Systems, Inc. (Delayed Draw) 
 765
Parts Town, LLC (Revolver) 200
 900
Pet Holdings ULC (Delayed Draw) 125
 500
PluralSight Holdings (Revolver) 250
 
Total Unfunded Commitments $8,454
 $11,725
______________________
(1)    May pertain to commitments to one or more entities affiliated with the named portfolio company.
Indemnification
In the normal course of business, the Master Fund enters into contracts and agreements that contain a variety of representations and warranties that provide general indemnifications. The Master Fund's maximum exposure under these arrangements is unknown, as these involve future claims that may be made against the Master Fund but that have not occurred. The Master Fun expects the risk of any future obligations under these indemnifications to be remote.
Note 9. 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 (loss) per Common Share) for the three and nine months ended September 30, 2017 and September 30, 2016 (dollars 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 $4,818
 $5,681
 $12,308
 $7,249
Weighted average Common Shares outstanding (basic and diluted) 29,214,286
 14,367,189
 26,976,497
 10,219,786
Earnings per Common Share - basic and diluted (1)
 $0.16
 $0.40
 $0.46
 $0.71
______________________
(1)Earnings per Common Share, both basic and diluted, were equivalent duringMay pertain to commitments to one or more entities affiliated with the period because there were no Common Share equivalents outstanding during the period.named portfolio company.

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

31

Notes to Consolidated Financial Statements (Unaudited)


(UNAUDITED)

Note 10. 9. Financial Highlights

The following per Common Share data and financial ratios have been derived from information provided in the consolidated financial statements. The following is a schedule of financial highlights during the ninesix months ended SeptemberJune 30, 20172023 and SeptemberJune 30, 2016 (in thousands, except share and per share amounts):

2022:

Schedule of financial highlights        
  For the Six Months Ended June 30, 
  2023  2022 
PER COMMON SHARE OPERATING PERFORMANCE      
Net asset value, beginning of period $2.39  $6.15 
Net investment income (1)  0.02   0.12 
Net realized gains (losses) (1)  (0.01)  0.05 
Net change in unrealized depreciation (2)     (0.15)
Net increase resulting from operations  0.01   0.02 
Distributions to Common Shareholders (3)        
Distributions from net investment income  (0.03)  (0.14)
Distributions representing return of capital  (1.04)  (1.42)
Net decrease resulting from distributions  (1.07)  (1.56)
Net asset value, end of period $1.33  $4.61 
         
INVESTMENT RETURNS        
Total investment return (4)  0.10%  0.03%
         
RATIOS/SUPPLEMENTAL DATA        
Net assets, end of period $34,046  $117,932 
Average net assets (5) $50,054  $139,057 
Common Shares outstanding, end of period  25,594,125   25,594,125 
Weighted average Common Shares outstanding  25,594,125   25,594,125 
         
Ratios-to-average net assets: (5)        
Total expenses  2.23%  1.61%
Net investment income  1.28%  2.18%
         
Portfolio turnover rate (5) (6)  17.74%  1.50%

 Nine Months Ended September 30,
 2017 2016
PER COMMON SHARE OPERATING PERFORMANCE (1)
   
Net asset value, beginning of period$8.47
 $8.00
         Net investment income0.35
 0.14
         Net realized gains0.07
 0.05
         Net change in unrealized appreciation (2)
0.04
 0.34
         Net increase resulting from operations0.46
 0.53
Distributions to Common Shareholders (3)
   
        Distributions from net investment income(0.35) (0.14)
        Distributions in excess of net investment income(0.03) (0.08)
                Net decrease resulting from distributions(0.38) (0.22)
Net asset value, end of period$8.55
 $8.31
    
INVESTMENT RETURNS  

Total investment return (4)
5.49 % 6.64%
    
RATIOS/SUPPLEMENTAL DATA   
Net assets, end of period$249,367
 $139,716
Average net assets (5)
$229,306
 $83,661
Common Shares outstanding, end of period29,151,096
 16,820,644
Weighted average Common Shares outstanding26,976,497
 10,219,786
    
Ratios-to-average net assets: (5)
   
   Operating expenses5.92 % 7.16%
   Effect of advisor transition costs reimbursement(0.29)% %
   Net expenses5.63 % 7.16%
   Net investment income4.07 % 1.65%
    
Average outstanding borrowings (5)
$140,400
 $55,100
Portfolio turnover rate (5) (6)
31 % 46%
Asset coverage ratio (7)
2.66
 2.44
_____________________
(1)The per Common Share data was derived by using the weighted average Common Shares outstanding during the period.period presented.

(2)The amount shown at this caption is the balancing figure derived from the other figures in the schedule. The amount shown at this caption for a Common Share outstanding throughout the period may not agree with the change in the aggregate appreciation and depreciation in portfolio securities for the period because of the timing of sales of the Master Fund’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 payabledeclared 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, based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under GAAP. As of June 30, 2023, the Master Fund 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.

32

Notes to Consolidated Financial Statements (Unaudited)


(UNAUDITED)

(4)Total investment return is a measure of total return for shareholders, assuming the purchase of the Master Fund’s Common Shares at the beginning of the period and the reinvestment of all distributions declared during the period. More specifically, total investment return is based on (i) the purchase of Common Shares at net asset value 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) all purchased Common Shares plus (B) any fractional 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 calculation assumes that cash distributions are reinvested concurrent with the issuance of Common Shares at the most recent transaction price on or prior to each distribution payment date. Since there is no public market for the Master Fund’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. Total investment return is not annualized. The Master Fund’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results.

(5)
The computation of average net assets, average outstanding borrowings and average value of portfolio securities 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 are not annualized.

(6)Portfolio turnover is calculated as the lesser of (i) purchases of portfolio securities or (ii) the aggregate total of sales of portfolio securities plus any prepaymentsrepayments received divided by the monthly average of the value of investment portfolio securities owned by the Master Fund during the period.
(7)Asset coverage ratio is equal to (i) the sum of (A) net assets at the end of the period and (B) total senior securities issued at the end of the period, divided by (ii) total senior securities at the end of the period.

Note 11. 10. Distributions

The Board of Trustees declaredfollowing table summarizes the distributions for three and two record dates, respectively, in the three months ended September 30, 2017 and September 30, 2016. The total and the sources of declared distributions on a GAAP basis for the three months ended September 30, 2017 and September 30, 2016 are presented in the tables below (in thousands, except per Share amounts):

 Three Months Ended September 30,
 2017 2016
 Per ShareAmountAllocation Per ShareAmountAllocation
Total Declared Distributions$0.16
$4,600
100.0% $0.17
$2,756
100.0%
From net investment income0.13
3,862
84.0
 0.08
1,083
39.3
Distributions in excess of net investment income0.03
738
16.0
 0.09
1,673
60.7
The Board of Trustees declared distributions for nine and three record dates, respectively, in the nine months ended September 30, 2017 and September 30, 2016. The total and the sources of declared distributions on a GAAP basis for the nine months ended September 30, 2017 and September 30, 2016 are presented in the tables below (in thousands, except per Share amounts):
 Nine Months Ended September 30,
 2017 2016
 Per ShareAmountAllocation Per ShareAmountAllocation
Total Declared Distributions$0.38
$10,392
100.0% $0.22
$3,106
100.0%
From net investment income0.35
9,336
89.8
 0.14
1,399
45.0
Distributions in excess of net investment income0.03
1,056
10.2
 0.08
1,707
55.0
Note 12. Subsequent Events
On October 20, 2017, a new investment advisory agreement betweenthat the Master Fund declared on its Common Shares during the six months ended June 30, 2023 and Guggenheim was approved by a majority (as such term is definedJune 30, 2022:

Schedule of distributions              
Record Date Payment Date Distribution Per Common Share at Record Date  Distribution Per Common Share at Payment Date  Cash Distribution 
For Calendar Year 2023           
March 20 March 21 $0.68000  $0.68000  $17,404 
June 20 June 22  0.39000   0.39000   9,984 
        $1.07000  $27,388 
               
For Calendar Year 2022              
February 1 February 3 $0.78000  $0.78000  $19,964 
May 18 May 20  0.78000   0.78000   19,963 
        $1.56000  $39,927 

Note 11. Subsequent Events

Management has evaluated subsequent events through the date of issuance of these consolidated 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 1940 Act) of the votes cast by shareholders. The new investment advisory agreement replaced the Interim Investment Advisory Agreement effective as of October 20, 2017.consolidated financial statements.

33


Item 2. Management'sManagement’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 2 should be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere in this Report. Unless otherwise noted, the terms "we," "us," "our," and "Master Fund" refer to Guggenheim Credit Income Fund. Capitalized terms used in this Item 2 have the same meaning as in the accompanying unaudited consolidated financial statements presented in Part I. Item 1. Consolidated Financial Statements (unaudited)(Unaudited), unless otherwise defined herein.

Overview

We are a specialty finance investment company that hasfocused on lending to middle market companies. We were formed on September 5, 2014 as a statutory trust under the laws of the State of Delaware and commenced investment operations on April 2, 2015. In addition, we have elected to be treated as a BDCbusiness development company (“BDC”) under the Investment Company Act of 1940, Act. Formed as a Delaware statutory trust on September 5, 2014, weamended (the “1940 Act”). We are 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 our portfolio on an ongoing basis.

We serve as the master fund in a master/feeder fund structure in that one or more feeder funds (each, a “Feeder Fund”), each a separate closed-end management investment company that has adopted our investment objectives and strategies, invests substantially all of its equity capital in our common shares (“Shares” or "Common Shares"“Common Shares”). Presently, our shareholders are the two initial shareholders and two Feeder Funds.

We conduct private offerings (each a “Private Offering”) of our Shares to the Feeder Funds in reliance on exemptions from the registration requirements of the Securities Act. While we expect to continuously offer our Shares and have an indefinite life, each Feeder Fund features a specific finiteperiod for the offering period forof its Common Shares, and each Feeder Fund has a specified finite term and target liquidity date.

Weterm.

Beginning with the taxable year ended December 31, 2015, we have elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code.Internal Revenue Code of 1986, as amended (the “Code”).

Plan of Liquidation

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

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

34

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

Noted Information GCIF (Master Fund)  GCIF 2016 T  GCIF 2019 
Cumulative Liquidating Distributions declared per share through August 9, 2023 $6.94  $7.30  $20.02 
Number of Portfolio Companies at beginning of Year  18       
Number of Portfolio Companies at end of Period  13       
YTD Portfolio sales and repayments ($ in thousands) $16,655  $  $ 
Cumulative Liquidating Distributions Declared through August 9, 2023 ($ in thousands) $(177,623) $(118,969) $(34,760)
Percentage of December 31, 2020 NAV Declared through August 9, 2023  91.80%  91.50%  88.31%
Net Assets at beginning of Year ($ in thousands) $61,273  $41,115  $12,926 
Net Assets at end of Period ($ in thousands) $34,046  $22,791  $7,489 
Net asset value per share at end of period $1.33  $1.40  $4.31 

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 Strategy

Our investment objectives are to provide our shareholders with current income, capital preservation, and, to a lesser extent, long-term capital appreciation. There can be no assurances that any of these investment objectives will be achieved.

Our

Prior to the Board’s approval of the Liquidation Plan, our investment strategy iswas continuously focused on growing an investment portfolio that generates superior risk adjusted returns by carefully selecting investments through rigorous due diligence and actively managing and monitoring our investment portfolio. When evaluating an investment and the related portfolio company, we use the resources of Guggenheim to develop an investment thesis and a proprietary view of a potential portfolio company’s intrinsic value and its expected risks and rewards.

We primarily focusfocused on the following investment types that may be available within the capital structure of portfolio companies:

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

Subordinated Debt. Subordinated debt investments are subordinated to senior debt 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 inconstant dividends and realized gains on dispositions of such investments.

35

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

Subordinated Debt. Subordinated debt investments are subordinated to senior debt 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 inconstant dividends and realized gains on dispositions of such investments.
We have modified our definition of senior debt to include senior unsecured debt investments. In prior quarters, senior unsecured debt investments were classified as subordinated debt given the unsecured nature of such investments. However, senior unsecured debt investments rank higher than subordinated debt investments in payment priority and we concluded that it is reasonable to classify senior unsecured debt investments as senior debt.

We intend to meet our investment objectives by investing primarily in large, privately-negotiated loans to private middle market U.S. companies. Specifically, we expect a typical borrower to have earnings before interest, taxes, depreciation, and amortization ("EBITDA"(“EBITDA”) of $25 million to $100 million and annual revenue ranging from $50 million to $1 billion. We seek to invest in businesses that have a strong reason to exist and have demonstrated competitive and strategic advantages. These companies generally possess distinguishing business characteristics, such as a leading competitive position in a well-defined market niche, unique brands, sustainable profitability and cash flow, and experienced management. We anticipate that a majority of our investments will be classified as senior debt (generally as senior secured debt) in a borrower’s capital structure and have repayment priority over other parts of a borrower’s capital structure (i.e.(i.e., subordinated debt, preferred and common equity).

By investing in a more senior attachment point of a borrower’s capital structure, we expect to protect our principal with less risk, which we believe provides for a distinctive risk/return profile as compared to that of a typical middle market or private equity alternative investment.

In addition to privately-negotiated loans, we invest in more broadly syndicated assets, such as bank loans and corporate bonds. In these instances, ourOur portfolio is more heavily weighted towards floating-rate investments, whose revenue streamsinterest payment obligations may


increase in a rising interest rate environment. We may also invest in fixed-rate investments, options, or other forms of equity participation, and, to a limited extent and not as a principal investment strategy, structured products such as collateralized loan obligations (“CLOs”) and collateralized debt obligations (“CDOs”). We seek to make investments which have favorable characteristics, including closing fees, prepayment premiums, lender-friendly control provisions, and lender-friendly covenants.

Our portfolio may include “covenant-lite” loans which generally refer to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.

Our portfolio includes investments in securities that are rated below investment grade (e.g.(e.g., junk bonds) by rating agencies, or that would be rated below investment grade if they were rated and have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. These investments may also be illiquid and feature variances in opinions of fair value and market prices. A material amount of our debt investments in portfolio companies may contain interest rate reset provisions that may present challenges for the borrowers to continue paying periodic interest to us. In addition, a material amount of our debt investments may not pay down principal until the end of their lifetimes, which could result in a substantial loss to us if the portfolio companies are unable to refinance or repay their debts at maturity.

Our investment strategy leverages the skills and depth of Guggenheim'sGuggenheim’s research team and credit investment platform which features a relative value perspective across all corporate credit asset types. We believe these elements create a larger, proprietary opportunity set and increase the potential for the generation of a wide spectrum of value-risk investment ideas. We intend for our investment strategy to access investments with attractive combinations of reward and risk.risk, better economics and stronger lender protections than those offered in traditional loan transactions. We also intend to deploy our direct loan origination investment platform and apply it to our portfolio company business relationships.

Our investment activity can and does 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 merger and acquisition transactions, the general economic environment, the competitive investment environment for the types of investments we currently seek and intend to seek in the future, the amount of equity capital we raise from the sale of our Shares, and the amount of capital we may borrow.

36

We acquire our portfolio investments through the following investment access channels:

Direct Originations: This channel consists of investments that are originated through Guggenheim's relationship network. Such investments are originated or structured for us or made by us

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

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

We may include both debt and equity investment components.

Primary Issuances: This channel primarily includes theparticipation in private placement transactions that are made available to, and become closely held by, a relatively small group of institutional investors. These transactions are typically originated and arranged by investment intermediaries other than Guggenheim.
Secondary Market Transactions: This channel primarily includes investments in broadly syndicated loans, high yield notes and bonds, and other investments that are generally owned by a wide range of investors and made available through various trading markets.
We will continue to borrow money from time to time within the levels permittedborrowing limits stipulated by the 1940 Act, which generally allows us to incur leverage of up to 50% of our total assets, less liabilities and indebtedness not represented by senior securities. The use of borrowed funds and/or the proceeds of preferred stock offering to makefinance investments would have its own specific set of benefits and risks, and all of the costs of borrowing funds or issuing preferred stock are borne by our shareholders.

Revenues

We generate revenues primarily in the form of interest on the debt securities of portfolio companies that we acquire and hold for investment purposes. Our investments in debt securities generally have expected maturities of one to eight years, although we have no lower or upper constraint on maturity, and typically earn interest at floating and fixed rates or floatinginterest rates. Interest on our debt securities is generally payable to us quarterly or semi-annually. The outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the respective maturity dates. In addition, we may generate revenue in the form of dividends from preferred and common equity investments, amortization of original issue discount, prepayment fees, commitment fees, origination fees and fees for providing significant managerial assistance.

Operating Expenses

Our primary operating expenses include an investment advisorya management fee and, depending on our operating results, a performance-based incentive fee, interest expense, administrative services, related party reimbursements, custodian and accounting services and other third-party professional services fees and expenses. The investment advisorymanagement and performance-based incentive fees compensate Guggenheim for its services in identifying, evaluating, negotiating, closing and monitoring our investments.

Financial and Operating Highlights

The following tables present financial and operating highlights (i) as of SeptemberJune 30, 20172023 and December 31, 20162022 and (ii) for the ninesix months ended SeptemberJune 30, 20172023 and SeptemberJune 30, 2016 (dollars in thousands, except per share amounts):2022:

  As of 
  June 30, 2023  December 31, 2022 
Total assets $34,569  $62,145 
Adjusted total assets (total assets net of payable for investments purchased) $34,569  $62,145 
Investments in portfolio companies, at fair value $29,638  $40,641 
Net assets $34,046  $61,273 
Net asset value per Common Share $1.33  $2.39 

37


 As of
 September 30, 2017 December 31, 2016
Total assets$406,590
 $305,432
Adjusted total assets (total assets net of payable for investments purchased)$401,660
 $304,339
Investments in portfolio companies, at fair value$381,054
 $275,084
Borrowings$150,000
 $126,000
Net assets$249,367
 $178,066
Net asset value per Common Share$8.55
 $8.47
Leverage ratio (borrowings/adjusted total assets)37.3% 41.4%
 Nine Months Ended September 30,
 2017 2016
Average net assets$229,306
 $83,661
Average borrowings$140,400
 $55,100
Cost of investments purchased$206,464
 $195,614
Sales of investments$51,037
 $37,488
Principal payments$55,061
 $22,154
Net investment income$9,336
 $1,384
Net realized gains$1,876
 $474
Net change in unrealized appreciation$1,096
 $5,391
Net increase in net assets resulting from operations$12,308
 $7,249
Total distributions to shareholders$10,392
 $3,106
Net investment income per Common Share - basic and diluted$0.35
 $0.14
Earnings per Common Share - basic and diluted$0.46
 $0.71
Distributions per Common Share$0.38
 $0.22
  For the Six Months Ended June 30, 
  2023  2022 
Average net assets $50,054  $139,057 
Cost of investments purchased $6,061  $1,643 
Sales of investments $16,011  $8,024 
Principal payments $641  $23,160 
Net investment income $640  $3,031 
Net realized gains (losses) $(408) $1,481 
Net change in unrealized depreciation $(71) $(3,933)
Net increase (decrease) in net assets resulting from operations $161  $579 
Total distributions to shareholders $27,388  $39,927 
Net investment income per Common Share - basic and diluted $0.02  $0.12 
Earnings per Common Share - basic and diluted $0.01  $0.02 
Distributions per Common Share $1.07  $1.56 

Portfolio and Investment Activity for the Three and NineSix Months Ended SeptemberJune 30, 2017 and September 30, 2016

Within the three and nine month periods ended September 30, 2017, our investment activity was primarily concentrated in sourcing debt investments through direct origination (56.7%) and (71.2%), respectively, and primary issuance channels (43.3%) and (22.3%), respectively, and the remainder was through secondary market channels (i.e., syndicated investments).
2023

The following table presents our investmentportfolio company activity for the three and ninesix months ended SeptemberJune 30, 2017 (dollars in thousands):

 Three Months Ended Nine Months Ended
 September 30, 2017 September 30, 2017
Investment activity segmented by access channel:   
Direct origination$18,443
 $146,955
Primary issuance14,091
 46,009
Secondary market transactions
 13,500
Total investment activity32,534
 206,464
Investments sold or repaid(29,993) (106,098)
Net investment activity$2,541
 $100,366
    
Portfolio companies at beginning of period67
 55
Number of added portfolio companies5
 28
Number of exited portfolio companies(4) (15)
Portfolio companies at period end68
 68
    
Number of debt investments at period end96
 96
Number of equity/other investments at period end3
 3

2023:

  For the Three Months Ended June 30, 2023  For the Six Months Ended June 30, 2023 
Portfolio companies at beginning of period  14   18 
Number of exited portfolio companies  (1)  (5)
Portfolio companies at period end  13   13 
         
Number of debt investments at period end  24   24 
Number of equity/other investments at period end  7   7 

The following table presents a roll forwardroll-forward of all investment purchase, sale and repayment activity and changes in fair value, within our investment portfolio throughout for the ninesix months ending Septemberended June 30, 2017 (dollars in thousands):

2023:

  Balance as of January 1, 2023  Purchases  Sales and Repayments  Other Changes in Fair Value (1)  Balance as of June 30, 2023 
Senior secured loans - first lien $39,028  $1,382  $(11,626) $(183) $28,601 
Senior secured loans - second lien  1,126   29   (4,650)  4,067   572 
Senior secured bonds  102      (62)  (8)  32 
Total senior debt $40,256  $1,411  $(16,338) $3,876  $29,205 
Equity and other  385   4,650   (317)  (4,285)  433 
Total $40,641  $6,061  $(16,655) $(409) $29,638 

 Balance as of January 1, 2017 Purchases Sales and Repayments 
Other Changes in Fair Value (1)
 Balance as of September 30, 2017
Senior secured loan - first lien$185,336
 $124,159
 $(80,579) $2,927
 $231,843
Senior secured loan - second lien44,340
 51,643
 (13,655) 1,048
 83,376
Senior secured bond11,631
 12,000
 (3,841) 1,119
 20,909
Senior unsecured debt12,870
 18,662
 (2,633) 319
 29,218
Total senior debt$254,177
 $206,464
 $(100,708) $5,413
 $365,346
Subordinated debt20,628
 
 (5,390) 23
 15,261
Equity and other279
 
 
 168
 447
Total$275,084
 $206,464
 $(106,098) $5,604
 $381,054
_________________
(1)Other changes in fair value includes changes resulting from realized and unrealized gains and losses, amortization/accretion, increases from PIK income as well as and restructurings.

38

The following table presents selected information regarding our investment portfolio as of SeptemberJune 30, 20172023 and December 31, 2016 (dollars in thousands):

2022:

  As of 
  June 30, 2023  December 31, 2022 
Weighted average purchase price of debt investments (1)  87.2%  89.6%
Weighted average duration of debt investments (2)  0.04years  0.03years
Debt investments on non-accrual status as a percentage of amortized cost of total debt investments  4.4%  3.1%
Debt investments on non-accrual status as a percentage of fair value of total debt investments  0.1%  0.3%
Number of debt investments on non-accrual status  1   1 
         
Floating interest rate debt investments:        
Percent of debt portfolio (3)  99.9%  99.7%
Percent of floating rate debt investments with interest rate floors (3)  99.9%  99.8%
Weighted average interest rate floor  5.1%  4.4%
Weighted average coupon spread to base interest rate  586bps  566bps
3-month LIBOR  555bps  477bps
         
Fixed interest rate debt investments:        
Percent of debt portfolio (3)  0.1%  0.3%
Weighted average years to maturity  0.3years  0.8years
         
Weighted average effective yields        
Senior secured loans - first lien (4)  12.7%  11.5%
Senior secured loans - second lien (4)  40.0%  16.8%
Total debt investments (4)  12.6%  11.7%
Total investments (5)  11.0%  11.7%

 As of
 September 30, 2017 December 31, 2016
Weighted average portfolio company EBITDA (1)
$89,338
  $99,760
 
Median portfolio company EBITDA(1)
$65,500
  $84,450
 
Weighted average purchase price of investments (2)
96.7
% 97.0
%
Weighted average duration of debt investments (3)
0.4
years 0.6
years
Debt investments on non-accrual status as a percentage of amortized cost0.8
% 1.2
%
Debt investments on non-accrual status as a percentage of fair value0.8
% 1.1
%
Number of Debt investments on non-accrual status1  1 
      
Floating interest rate debt investments:     
Percent of debt portfolio (4)
90.4
% 90.7
%
Percent of floating rate debt investments with interest rate floors (4)
97.0
% 100.0
%
Weighted average interest rate floor1.0
% 1.0
%
Weighted average coupon spread to base interest rate691
bps 654
bps
Fixed interest rate debt investments:     
Percent of debt portfolio (4)
9.6
% 9.3
%
Weighted average coupon rate10.0
% 9.8
%
Weighted average years to maturity3.4
years 4.9
years
      
Weighted average effective yields: (5)
     
Senior secured loans - first lien8.0
%
7.5
%
Senior secured loans - second lien10.5
%
10.8
%
Senior secured bonds8.4
%
7.0
%
Senior unsecured debt10.7
% 11.5
%
Subordinated debt8.8
%
8.5
%
Total debt portfolio8.8
%
8.2
%

_________________
(1)Based on trailing twelve months EBITDA as most recently reported by portfolio companies, but not as of September 30, 2017 or December 31, 2016. Weighted average portfolio company EBITDA is calculated using weights based on amortized cost. The inputs and computations of EBITDA are not consistent across all portfolio companies. EBITDA is a non-GAAP financial measure. For a particular portfolio company, EBITDA is generally defined as net income before net interest expense, income tax expense, depreciation and amortization. EBITDA amounts are estimated from the most recent portfolio company's financial statements, have not been independently verified by GCIF or its Advisor, may reflect a normalized or adjusted amounts, typically exclude expenses deemed unusual or non-recurring, and typically include add backs for items deemed appropriate to present normalized earnings. Accordingly, neither GCIF nor its Advisor makes any representation or warranty in respect of this information.
(2)Percent is calculated as a percentage of the par value of debt investment par value.investments.

(3)(2)Duration is a measure of a debt investment'sinvestment’s price sensitivity to 100 basis points ("bps"(“bps”) change in interest rates. It represents an inverse relationship between price and the change in interest rates. For example, if a bond has a duration of 5.0 years and interest rates increase by 100 bps, then the bond price is expected to decrease by 5%. Weighted average duration is calculated using weights based on amortized cost.

(4)(3)Percent is calculated as a percentage of the fair value of alltotal debt investments.

(5)(4)Weighted average effective yield by investment type is calculated as the effective yield of each investment and weighted by its amortized cost as compared to the aggregate amortized cost of all investments of that investment type. Effective yield is the return earned on an investment net of any discount, premium or issuance costs. EffectiveThe total debt portfolio yield foris calculated before considering the impact of leverage or any operating expenses.

(5)The total debtinvestment portfolio yield is calculated before considering the impact of leverage or any operating expenses, and cash, restricted cash,includes all income generating investments, non-income producing assetsgenerating investments and equity investments are excluded.on non-accrual status.

All of our floating interest rate debt investments have base interest rate reset frequencies of twelve months or less, with the majority resetting at least quarterly. LIBOR ranged between 1.23%5.21% for the 1-month1 Month LIBOR to 1.33%5.76% for the 3-month6 Month LIBOR on SeptemberJune 30, 2017.2023. Base interest rate resets for floating interest rate debt investments will only result in increases in interest income when the base interest rate exceeds the associated interest rate floor (e.g., 1.0%).

The following table presents the maturity schedule of our debt investments, excluding unfunded commitments, based on their principal amount as of SeptemberJune 30, 20172023 and December 31, 2016 (dollars in thousands):2022:

  June 30, 2023  December 31, 2022 
Maturity Year Principal Amount  Percentage of Portfolio  Principal Amount  Percentage of Portfolio 
2023 $8,364   22.6% $8,386   15.7%
2024  596   1.6   1,853   3.5 
2025  9,951   27.0   21,025   39.5 
2026  18,007   48.8   21,985   41.3 
Total $36,918   100.0% $53,249   100.0%

39

  September 30, 2017 December 31, 2016
Maturity Year Principal Amount Percentage of Portfolio Principal Amount Percentage of Portfolio
2017 $
 % $1,450
 0.5%
2018 
   1,240
 0.4 
2019 9,625
 2.5  7,654
 2.8 
2020 23,903
 6.2  23,606
 8.5 
2021 39,594
 10.2  66,021
 23.7 
2022 101,436
 26.2  106,021
 38.1 
2023 149,358
 38.6  62,183
 22.3 
2024 47,588
 12.3  10,310
 3.7 
2025 15,000
 3.9  
  
2036 337
 0.1  
  
Total $386,841
 100.0% $278,485
 100.0%


Results of Operations

Operating results for the three and ninesix months ended SeptemberJune 30, 20172023 and SeptemberJune 30, 20162022 were as follows (dollars in thousands):

  Three Months Ended September 30, Nine Months Ended September 30,
  2017 2016 2017 2016
Total investment income $8,331
 $3,707
 $22,248
 $7,375
Total expenses 4,469
 2,624
 12,912
 5,991
Net investment income 3,862
 1,083
 9,336
 1,384
Net realized gains 76
 467
 1,876
 474
Net change in unrealized appreciation 880
 4,131
 1,096
 5,391
Net increase in net assets resulting from operations $4,818
 $5,681
 $12,308
 $7,249
follows:

  For the Three Months Ended June 30,  For the Six Months Ended June 30, 
  2023  2022  2023  2022 
Total investment income $833  $2,119  $1,754  $5,274 
Total expenses  562   1,140   1,114   2,243 
Net investment income  271   979   640   3,031 
Net realized gain (losses)  (409)  1,011   (408)  1,481 
Net change in unrealized depreciation  (103)  (3,904)  (71)  (3,933)
Net increase (decrease) in net assets resulting from operations $(241) $(1,914) $161  $579 

Investment Income

Investment

Interest and dividend income consisted of the following components for the three and ninesix months ended SeptemberJune 30, 20172023 and SeptemberJune 30, 2016 (dollars2022:

  For the Three Months Ended June 30,  For the Six Months Ended June 30, 
  2023  2022  2023  2022 
Interest income on debt securities:                
Cash interest $779  $1,990  $1,624  $4,176 
PIK interest  7   25   15   104 
Net accretion/amortization of discounts/premiums  45   101   96   261 
Total interest on debt securities  831   2,116   1,735   4,541 
PIK dividend           179 
Fee income  2      19    
Total interest and dividend income $833  $2,116  $1,754  $4,720 
Average Investments at cost $39,349  $98,425  $39,766  $104,684 
Average Income Generating Investments at cost (1) $33,241  $96,496  $34,552  $102,643 
Income return (2)  2.50%  2.19%  5.02%  4.60%

(1)Income Generating Investments pertains to investments with stated interest rate or preferred returns and includes investments on non-accrual.

(2)Income return is calculated using the total interest and dividend income over the average income generating investments at cost for the period presented.

The decrease in thousands):

  Three Months Ended September 30, Nine Months Ended September 30,
  2017 2016 2017 2016
Interest income on debt securities:        
Cash interest $7,815
 $3,301
 $20,467
 $6,724
PIK interest 169
 
 $169
 
Net accretion/amortization of discounts/premiums 334
 202
 941
 393
Total interest on debt securities $8,318
 $3,503
 $21,577
 $7,117
Dividend income 
 
 
 37
Fee income 13
 204
 671
 221
Total investment income $8,331
 $3,707
 $22,248
 $7,375
The increase in investmentinterest and dividend income was mainly driven by (i) the growthdecrease in the size of our portfolioincome generating investments. As of June 30, 2023 and (ii) an increase in theJune 30, 2022, yield on our portfolio of investments. For the three and nine months ended September 30, 2017, averagedebt investments at cost was $375.7 million and $337.8 million, respectively. For the three and nine months ended September 30, 2016, average investments at cost was $184.7 million and $136.6 million, respectively.
For the three and nine months ended September 30, 2017, yield on all investments at cost (computed was investment income divided by average investment cost in the period) was 8.9% and 8.8%5.1% and 8.5%, respectively. For the three and nine months ended September 30, 2016, yield on all investments at cost was 8.0% and 7.2%, respectively.
For the nine months ended September 30, 2016,PIK dividend income consisted of PIKpertains to dividends on one preferred stock investment. The issuer of the preferred stock ceased paying preferred dividends beginning in April 2016.
investments.

Our fee income is comprised of the following fee classifications and is considered nonrecurringnon-recurring income (dollars in thousands):for the three and six months ended June 30, 2023 and June 30, 2022:

  For the Three Months Ended June 30,  For the Six Months Ended June 30, 
  2023  2022  2023  2022 
Administrative agency fees $2  $3  $5  $6 
Amendment fees and other        14   549 
Total fee income $2  $3  $19  $555 

40

  Three Months Ended September 30, Nine Months Ended September 30,
  2017 2016 2017 2016
Capital structuring fees $
 $157
 $315
 $157
Amendment/consent fees 
 16
 195
 31
Commitment fees/other 13
 31
 161
 33
Total fee income $13
 $204
 $671
 $221

Operating Expenses

Our operating expenses can be categorized into fixed operating expenses, variable operating expenses and performance dependentperformance-dependent expenses. Fixed operating expenses are generally static period over period. Variable expenses are calculated based on fund metrics such as total assets, total net assets or total borrowings. Performance dependentPerformance-dependent expenses fluctuate independent of our size. Our period over period change in operating expenses is driven primarily by an increase in our variable expenses, as a result of an increase in our total assets and total borrowings, and our performance dependent expenses. Changes in our performance dependent expenses were driven by an overall change in net realized and unrealized gains.

The table below shows a breakdown of our operating expenses for the three and ninesix months ended SeptemberJune 30, 20172023 and SeptemberJune 30, 2016 (dollars2022:

  For the Three Months Ended June 30,  For the Six Months Ended June 30, 
  2023  2022  2023  2022 
Fixed operating expenses:                
Related party reimbursements (1) $95  $169  $197  $229 
Trustees fees  73   71   141   141 
Professional services fees (2)  97   193   158   384 
Other expenses  67   73   136   144 
Total fixed operating expenses  332   506   632   898 
                 
Variable operating expenses:                
Administrative services (3)  35   40   22   82 
Management fee  186   572   441   1,220 
Custody services  9   22   19   43 
Total variable operating expenses  230   634   482   1,345 
                 
Total expenses before incentive fee waiver and advisor transition costs reimbursement $562  $1,140  $1,114  $2,243 

(1)Related party reimbursements increased due to an increase in resource allocation to Master Fund.

(2)Professional services fees includes the expenses for third party service providers such as internal and independent auditors, tax return preparer and tax consultant, third-party investment valuers, and fund legal counsel.

(3)Administrative services fees include the expenses for third party service providers such as fund accountant, fund sub-administrator, and independent pricing vendors.

The decrease in thousands):

  Three Months Ended September 30, Nine Months Ended September 30,
  2017 2016 2017 2016
Fixed operating expenses:        
Related party reimbursements $105
 $98
 $328
 $286
Trustees fees 112
 101
 372
 264
Professional services fees (1)
 229
 253
 765
 812
Insurance 36
 35
 106
 107
Other expenses 29
 21
 85
 52
Total fixed operating expenses 511
 508
 1,656
 1,521
         
Variable operating expenses:        
Interest expense 1,703
 998
 4,807
 1,928
Administrative services (2)
 44
 32
 141
 82
Investment advisory fee 1,986
 1,025
 5,620
 2,142
Custody services 24
 18
 68
 47
Organizational expenses 
 
 
 228
Total variable operating expenses 3,757
 2,073
 10,636
 4,427
         
Performance dependent expenses:        
Performance-based incentive fee 201
 43
 620
 43
Total performance dependent expenses 201
 43
 620
 43
         
Total operating expenses $4,469
 $2,624
 $12,912
 $5,991
(1) Professional services fees includes thetotal expenses for third party service providers such as internal and independent auditors, chief compliance officer, tax return preparer and tax consultant, investment valuers, and fund legal counsel.
(2) Administrative services fees include the expenses for third party service providers such as fund accountant, fund sub-administrator, and independent pricing vendors.
The composition of our interest expense for the three and nine months ended SeptemberJune 30, 2017 and September2023 compared to the three months ended June 30, 2016, is broken down2022 was primarily due to the decrease in Note 7. Borrowings. Hamilton Credit Facility features a contractual interest rate of 3-Month LIBOR+2.65%, which was 3.97% as of September 30, 2017. Interest expense also includes all applicable undrawnprofessional service fees and unused commitment fees as described in Note 7. Borrowings.
Net Realized Gain (Loss)
management fees. For the three months ended SeptemberJune 30, 2017,2023 and June 30, 2022, there were no borrowing costs.

The decrease in total expenses for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 was primarily due to the decrease in professional service fees and management fees. For the six months ended June 30, 2023 and June 30, 2022, there were no borrowing costs.

41

Net Realized Gains (Losses)

For the three months ended June 30, 2023, we had dispositions and principal repayments of $30.0$5.3 million, resulting in net realized losses of 0.5 million. For the six months ended June 30, 2023, we had dispositions and principal repayments of $16.7 million, resulting in net realized losses of 0.4 million. For the three and six months ended June 30, 2023, we had realized losses from our foreign currency forward contracts of $10.0 thousand and and a realized gain of $101.0 thousand, respectively, primarily due the movement of the U.S. dollar against the British pound.

For the three months ended June 30, 2022, we had dispositions and principal repayments of $13.9 million, resulting in net realized gains of $0.5$0.8 million. For the ninesix months ended SeptemberJune 30, 2017,2022, we had dispositions and principal repayments of $106.1$31.2 million, resulting in net realized gains of $3.0 million.

For the three months ended September 30, 2016, we had dispositions and principal repayments of $36.1 million, resulting in a net realized gain of $0.5$1.5 million. For the nine three and six months ended SeptemberJune 30, 2016,2022, we had dispositionsrealized gains from our foreign currency forward contracts of $0.2 million and principal repayments$53 thousand, respectively, primarily due the movement of $59.6 million, resulting in a net realized gain of $0.5 million.
the U.S. dollar against the British pound.

For the three and ninesix months ended SeptemberJune 30, 20172023 and SeptemberJune 30, 2016,2022, the components of total realized gains (losses) were comprised of the following (dollars in thousands):


  Three Months Ended September 30, Nine Months Ended September 30,
  2017 2016 2017 2016
Investments $491
 $467
 $3,021
 $474
Foreign currency forward contract (410) 
 (1,029) 
Foreign currency transactions (5) 
 (116) 
Net realized gains $76
 $467
 $1,876
 $474
following:

  For the Three Months Ended June 30,  For the Six Months Ended June 30, 
  2023  2022  2023  2022 
Investments $(450) $834  $(524) $1,463 
Foreign currency forward contracts  (10)  178   101   53 
Foreign currency transactions  51   (1)  15   (35)
Net realized gains (losses) $(409) $1,011  $(408) $1,481 

Changes in Unrealized Appreciation and Depreciation

(Depreciation)

For the three and ninesix months ended SeptemberJune 30, 20172023 and SeptemberJune 30, 2016,2022, the components of total net changeschange in unrealized appreciation and depreciation(depreciation) were comprised of the following (dollars in thousands):following:

  For the Three Months Ended June 30,  For the Six Months Ended June 30, 
  2023  2022  2023  2022 
Investments $(104) $(3,928) $2  $(4,209)
Foreign currency forward contracts  5   25   (73)  279 
Foreign currency transactions  (4)  (1)     (3)
Net change in unrealized appreciation (depreciation) $(103) $(3,904) $(71) $(3,933)

42

  Three Months Ended September 30, Nine Months Ended September 30,
  2017 2016 2017 2016
Investments $1,097
 $4,131
 $1,473
 $5,391
Foreign currency forward contract (217) 
 (377) 
Net change in unrealized appreciation $880
 $4,131
 $1,096
 $5,391

For the three and ninesix months ended SeptemberJune 30, 20172023 and SeptemberJune 30, 2016,2022, the components of total net changeschange in unrealized appreciation and depreciation on (i) all investments and (ii) investments classified as Level 3 in the valuation hierarchy were comprised of the following (dollars in thousands):

following:

  For the Three Months Ended June 30,  For the Six Months Ended June 30, 
  2023  2022  2023  2022 
Unrealized appreciation on all investments (1) $567  $474  $5,748  $2,281 
Unrealized depreciation on all investments (1)  (671)  (4,402)  (5,746)  (6,490)
Total net change in unrealized appreciation (depreciation) on all investments $(104) $(3,928) $2  $(4,209)
                 
Unrealized appreciation on Level 3 investments only (1) $57  $474  $327  $2,046 
Unrealized depreciation on Level 3 investments only (1)  (490)  (1,248)  (5,102)  (2,435)
Total net change in unrealized depreciation on Level 3 investments only $(433) $(774) $(4,775) $(389)

  Three Months Ended September 30, Nine Months Ended September 30,
  2017 2016 2017 2016
Unrealized appreciation on investments (1)
 $1,766
 $4,876
 $5,217
 $6,409
Unrealized depreciation on investments (1)
 (669) (745) (3,744) (1,018)
Total net change in unrealized appreciation on investments $1,097
 $4,131
 $1,473
 $5,391
         
Unrealized appreciation on Level 3 investments $2,178
 $1,768
 $4,607
 $1,194
Unrealized depreciation on Level 3 investments (846) (113) (1,265) (783)
Total net change in unrealized appreciation on Level 3 investments $1,332
 $1,655
 $3,342
 $411
__________________
(1)Amount isAmounts are net of any reclassification of realized gaingains or losslosses on investment.investments.
Cash Flows for the Nine Months Ended September 30, 2017 and September 30, 2016
For the nine months ended September 30, 2017 and September 30, 2016, net cash used in operating activities was $86.9 million and $139.2 million, respectively, which was concentrated in the acquisition of investments, net of sales and paydowns.
Net cash provided by financing activities during the nine months ended September 30, 2017 was $83.0 million, which primarily consisted of equity capital raise of $70.7 million, credit facility borrowings of $24.0 million reduced by distributions of $10.4 million to shareholders.
Net cash provided by financing activities during the nine months ended September 30, 2016 was $143.5 million, which primarily consisted of equity capital raise of $88.9 million and credit facility borrowings of $58.0 million.

Annual Investment Returns and Total Returns Since Commencement

Our initial investors, who each invested at $9.00 per share, have seen a cumulative 6.02%38.56% increase in the value of their initial investment, in our Shares, or an annualized return of 2.11%3.89%, assumingassuming reinvestment of distributions.

distributions.

The table below presents returns for our shareholders for the ninesix months ended SeptemberJune 30, 20172023 and SeptemberJune 30, 2016,2022, and the period from commencement to SeptemberJune 30, 2017.2023. Our performance changes over time and currently may be different than that shown below. Past performance is no guarantee of future results.


The returns for shareholders of the affiliated Feeder Funds are different from the returns for our direct shareholders.

    Total Investment Return-Net Asset Value(1) 
    For the Six Months Ended June 30,  Since Commencement 
Company Date Operations Commenced (2) 2023  2022  Cumulative  Annualized 
Guggenheim Credit Income Fund 12/19/2014  (1.72)%  0.03%  38.56%  3.89%

    
Total Investment Return-Net Asset Value(1)
    Nine Months Ended September 30, Since Commencement
Company 
Date Operations Commenced (2)
 2017 2016 Cumulative Annualized
Guggenheim Credit Income Fund December 19, 2014 5.49% 6.64% 6.02% 2.11%
___________________
(1)Total investment return is a measure of total return for shareholders, assuming the purchase of our Common Shares at the beginning of the period and the reinvestment of all distributions declared during the period. More specifically, total investment return is based on (i) the purchase of Common Shares at net asset value on the first day of the period, (ii) the sale of Common Shares at the net asset value per share on the last day of the period, of (A) all purchased Common Shares plus (B) any fractional 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 calculation assumes that cash distributions are reinvested concurrent with the issuance of Common Shares at the most recent transaction price on or prior to each distribution payment date. Since there is no public market for our 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.

(2)Commencement of operations represents the date the company'sthat we sold our initial Common Shares were sold.Shares.
The following table reflects the sources of the cash distributions that the Master Fund has paid on its Common Shares during the nine months ended September 30, 2017 and September 30, 2016 (dollars in thousands):

43

  For the Nine Months Ended September 30,
  2017 2016
Source of Distribution (1)
 Distribution Amount Percentage Distribution Amount Percentage
Net investment income (before reimbursements) $8,674
 83.5 % $1,384
 44.6%
Book-to-tax differences (547) (5.3) 203
 6.5
Short-term capital gains 1,603
 15.4
 473
 15.2
Long-term capital gains 
  % 
 
Reimbursement of advisor transition cost 662
 6.4 % 
 
Other (2)
 
  % 1,046
 33.7%
Total Distributions $10,392
 100.0 % $3,106
 100.0%
_____________________
(1)Source of distribution is calculated annually on a tax basis. Amounts shown in this Report are estimates and the final conclusion of the Master Fund's sources of distribution will be determined at year end and disclosed in the Master Fund's Form 10-K.
(2)Other sources of distribution may include, but are not limited to, borrowings and proceeds from the sales of Common Shares, if any.

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

Off-Balance Sheet Arrangements

Unfunded Commitments

Unfunded commitments to provide funds to portfolio companies are not recorded inon our consolidated statements of assets and liabilities. Our unfunded commitments may be significant from time to time. Unfunded commitments may expire without being drawn upon and the total commitment amount does not necessarily represent future cash requirements. As of SeptemberJune 30, 2017,2023, we had sixteenfour unfunded commitments totaling $0.5 million as compared to six unfunded commitments totaling $8.5 million as compared to eight unfunded commitments totaling $11.7$0.6 million as of December 31, 2016. See 2022. See Note 8. Commitments and Contingencies for specific identification of the unfunded commitments. We believe we maintain sufficient liquidity in the form of cash, (including restricted cash), receivables and borrowing capacity to fund these unfunded commitments should the need arise. See Financial Condition, Liquidity and Capital Resources.

Financial Condition, Liquidity and Capital Resources
.

Financial Condition, Liquidity and Capital Resources

Our primary sources of cash and cash equivalents may include: (i) the incremental sale of our Shares to affiliated Feeder Funds,feeder funds, (ii) incremental borrowings under various financing arrangements, (iii) cash flows from interest, dividends and transaction fees earned from investment in portfolio companies and (iv) principal repayments and sale proceeds from our investments. As of April 28, 2017, GCIF 2016T closed its public offering and therefore additional capital contributions from this Feeder Fund will be limited to excess capital from its distribution reinvestment program, if any. Effective August 23, 2017, in connection with the transition of the Master Fund's investment advisory functions to Guggenheim, management determined to temporarily suspend GCIF-I's public offering of its Common Shares. GCIF-I will continue to issue its Common Shares to its existing shareholders through its Distribution Reinvestment Plan. GCIF-I is expected to recommence its public offering of Common Shares following shareholder approval of the Master Fund’s new advisory agreement with Guggenheim. Therefore, our ability to raise equity capital through our affiliated Feeder Funds is dependent on the lifting of the temporary suspension at GCIF-I and the launch of additional Feeder Funds.

Our primary uses of cash and cash equivalents may include:include: (i) investments in portfolio companies, (ii) payments of operating expenses, (iii) interest payments on, and repayment of, borrowings, (iv) cash distributions to our shareholders and (v) periodic repurchases of our Shares pursuant to our quarterly share repurchase program.

Liquidity

Operating liquidity is our ability to meet our short term liquidity needs. The following table presents our operating liquidity position as of June 30, 2023 and December 31, 2022:

  As of 
  June 30, 2023  December 31, 2022 
Cash and cash equivalents $4,405  $8,956 
Principal receivable  13   11,499 
Unfunded investment commitments  (463)  (625)
Other net working capital (1)  (98)  (118)
Total operational liquidity $3,857  $19,712 

(1)Other net working capital is the sum of collateral deposits/payable for foreign currency forward contracts, interest and dividend income receivable and receivable from related parties less accrued management fee, payable to related parties, distributions payable, and accounts payable, accrued expenses and other liabilities.

44

As of September 30, 2017 we had $21.9 million of cash (including restricted cash but excluding cash pledged as collateral in connection with our foreign currency forward contracts) on hand and approximately $25.0 million of unused borrowing capacity to cover $8.5 million in unfunded investment commitments.

Capital Resources

We may from time to time enter into additional credit facilities and borrowing arrangements to increase the amount of our borrowings as our equity capital foundation increases. Accordingly, we cannot predict with certainty what terms any such financing would have or the costs we would incur in connection with any such financing arrangements. We are currently required to maintain a minimum asset coverage ratio (total assets-to-senior securities) of 200% under the 1940 Act.

The table below summarizes certain financing obligations and Feeder Fund liquidity targets that are expected to have an impact on our liquidity and cash flow in specified future interval periods (dollars in thousands):

periods:

  June 30, 2023 
  Total  < 1 year  1-3 years  3-5 years  > 5 years 
Liquidation of Feeder Funds’ Investments:               
GCIF 2016T (1) $22,696  $22,696  $  $  $ 
GCIF 2019 (1)  6,713         6,713    
Total Liquidation of Feeder Funds’ Investments $29,409  $22,696  $  $6,713  $ 

  September 30, 2017
  Total < 1 year 1-3 years 3-5 years > 5 years
Financings-Hamilton Credit Facility:          
Debt - principal $150,000
 $
 $150,000
 $
 $
Interest on borrowings (1) (2)
 13,349
 6,038
 7,311
 
 
Unused fee commitment 307
 254
 53
 
 
Total - Financings $163,656
 $6,292
 $157,364
 $
 $
           
Feeder Fund Liquidity:          
GCIF 2016T (3)
 $161,126
 $
 $
 $161,126
 $
GCIF-I (3)
 40,717
 
 
 
 40,717
Total Feeder Fund Liquidity $201,843
 $
 $
 $161,126
 $40,717
________________
(1)
Interest on borrowings, undrawn fees, and unused commitment fees are based on the amount drawn on the Hamilton Credit Facility as of September 30, 2017 and consideration of (i) contractual minimum utilization commitments and (ii) the maximum commitment amount. Incremental borrowings after September 30, 2017, would (i) increase interest expense and (ii) reduce undrawn and unused commitment fees. See Note 7. Borrowings for a detailed description of undrawn and unused commitment fees.
(2)The forecast of interest expense on borrowings is based on the prevailing interest rate as of the most recent interest reset date (LIBOR+2.65%) and it is subject to quarterly base interest rate changes.
(3)The Feeder Fund investment liquidity amounts are based on the net asset value of each Feeder Fund'sFund’s ownership interest in the Master Fund as of SeptemberJune 30, 2017. The liquidity provisions for GCIF 2016T2023. In accordance with the Liquidation Plans, the Board has declared multiple liquidating distributions. These distributions have been substantially composed of return of capital and GCIF-I stipulate that they intend to provide liquidity to their shareholders from a liquidation of their ownership interesthave decreased the net asset value of the Master Fund and Feeder Funds. As such, the value on or before December 31, 2021 and December 31, 2040, respectively, subject to each Feeder Fund's pursuit of other liquidity alternatives and timing adjustments.shareholder’s investment statements has decreased as liquidating distributions have been paid.

As of SeptemberJune 30, 2017,2023, GCIF 2016T owned 64.6%66.7% of our outstanding Common Shares and GCIF-IGCIF 2019 owned 16.3%19.7% of our outstanding Common Shares. The two initial investors accounted for the remaining 19.1%13.6% of our outstanding Common Shares.

Critical Accounting Policies

Valuation of Investments

Our investments consist primarily of investments in senior and subordinated debt of private middle market U.S. companies and are presented in our unaudited consolidated financial statements at fair value. See Note 3. Investments for more information on our investments. As described more fully in Note 2. Significant Accounting Policies and Note 5. Fair Value of Financial Instruments, a valuation hierarchy based on the level of independent, objective evidence available regarding value is used to measure the fair value of our investments. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to our portfolio investments for which market quotations are not readily available, our Board of Trustees is responsible for determining in good faith the fair value of our portfolio investments in accordance with, and through the consistent application of, the valuation policy and procedures approved by our Board of Trustees, based on, among other things, the input of Guggenheim and any independent third-party valuation firms.

We utilize valuation techniques that use unobservable inputs and assumptions in determining the fair value of our investments classified as Level 3 within the valuation hierarchy. For senior debt and subordinated debt classified as Level 3 fair value investments, we initially value the investment at its initial transaction price and subsequently value the investment using (i) market data for similar instruments (e.g., recent transactions or indicative broker quotes) and/or (ii) valuation models. Valuation models are based on EBITDA multiples to determine enterprise value and debt multiple ratios where the key inputs are based on relative value analysis of similar credit investments issued by similar portfolio companies. The valuation techniques used by us


for other types of assets that are classified as Level 3 investments are described in Note 2. Significant Accounting Policies. The unobservable inputs and assumptions may differ by asset and in the application of our valuation methodologies. The reported fair value estimates could vary materially if we had chosen to incorporate different unobservable inputs and assumptions.

45

We and our Board of Trustees conduct our fair value determination process on a quarterly basis and any other time when a material decision regarding the fair value of our portfolio investments is required, including in connection with ensuring our compliance with the 1940 Act'sAct’s requirements regarding the price at which we issue our Shares. A determination of fair value involves subjective judgments and estimates. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of these portfolio investments may differ materially from the values that would have been determined had a readily available market value existed for such investments. Further, such investments are generally less liquid than exchange-traded securities. If we were required to liquidate a portfolio investment that does not have a readily available market value in a forced or liquidation sale, we could realize significantly less than the fair value recorded by us.

The table below presents information on investments classified as Level 3 according to the valuation hierarchy within the investment portfolio on SeptemberJune 30, 20172023 and December 31, 2016 (dollars in thousands):

 September 30, 2017 December 31, 2016
Investments classified as Level 3 fair value$310,827
 $133,200
Total fair value of investment portfolio$381,054
 $275,084
Total assets$406,590
 $305,432
% of investment portfolio classified as Level 3 fair value81.6% 48.4%
% of total assets classified as Level 3 fair value76.4% 43.6%
2022:

  As of 
  June 30, 2023  December 31, 2022 
Investments classified as Level 3 fair value $23,392  $25,636 
Total investments at fair value $29,638  $40,641 
Total assets $34,569  $62,145 
Percentage of investment portfolio classified as Level 3 fair value  78.9%  63.1%
Percentage of total assets classified as Level 3 fair value  67.7%  41.3%

The ranges of unobservable inputs used in the fair value measurement of our investments classified as Level 3 fair valued as of SeptemberJune 30, 20172023 and December 31, 20162022 are presented in Note 5. Fair Value of Financial Instruments, as well as the directional impact to the investments'investments’ valuation from an increase or decrease in the associated unobservable inputs.

In addition to impacting the estimated fair value recorded for our investments inon our consolidated statements of assets and liabilities, had we used different key unobservable inputs to determine the estimated fair value of our investments, amounts recorded in our consolidated statements of operations, including the net change in unrealized appreciation and depreciation on investments, investment advisorymanagement and performance-based incentive fees would also be impacted. For instance,The table below outlines the impact on our results of a 5% increase in the fair value of our Level 3 investments as of Septemberfor the periods ended June 30, 2017, assuming all other estimates remain unchanged, would result in a $15.5 million increase in net change in unrealized appreciation on investments, a less than $0.1 million increase in the investment advisory fee payable to Guggenheim, a $3.1 million increase in performance-based incentive fee recorded on the statement of operations, a $12.2 million net increase in net assets resulting from operations, a $0.45 increase in earnings per Common Share,2023 and a $0.42 increase in net asset value per Common Share. Comparatively, a 5% increase in the fair value of our Level 3 investments as of December 31, 2016, assuming all other estimates remain unchanged, would result in a $6.7 million increase in net change in unrealized appreciation on investments, a $0.1 million increase in the investment advisory fee payable to Guggenheim, a $1.3 million increase in performance-based incentive fee recorded on the statement of operations, a $5.2 million net increase in net assets resulting from operations, a $0.42 increase in earnings per Common Share, and a $0.25 increase in net asset value per Common Share.June 30, 2022:

  June 30, 2023  June 30, 2022 
Fair Value of Level 3 Investments at Year End $23,392  $59,193 
Fair Value Assuming a 5% Increase in Value  24,562   62,153 
         
Increase in unrealized appreciation  1,170   2,960 
Increase in management fees (1)  (10)  (26)
Increase in performance based incentive fee (2)  (234)  (592)
Increase in net assets resulting from operations $926  $2,342 
         
Weighted average Common Shares outstanding (basic and diluted)  25,594,125   25,594,125 
Common Shares outstanding at the end of the Year  25,594,125   25,594,125 
         
Increase in earnings per Common Share $0.04  $0.09 
Increase in net asset value per Common Share $0.04  $0.09 

(1)Increases in management fees for the periods ended June 30, 2023 and June 30, 2022 represent only 12 months’ worth of the change to the Master Fund’s management fees.

(2)Increase in performance-based incentive fee is calculated as 20% of the increase in unrealized appreciation.

46

Management

Investment Advisory Fees

New

Recent Accounting Standards

Contractual Obligations

We have entered into certain agreements under which we have material future commitments.

In 2015, we initially entered into the Prior

The Master Fund is a party to an Investment Advisory Agreement and a Prior Administrative Services Agreement with CCA and,Guggenheim, pursuant to a limited extent,which the Master Fund agreed to pay Guggenheim an Investment Sub-Advisory Agreement with CCA and Guggenheim.investment advisory fee. See Note 6. Related Party Agreements and Transactions for a more detailed description of these investment advisory agreements.

Due to CCA's resignation as investment advisor on August 10, 2017, we have incurred transition costs in connection with the CCA resignation and the process of reviewing and selecting Guggenheim as the successor investment advisor. As of September 30, 2017, we have incurred approximately $0.7 million in transition costs, all of which are to be reimbursed by WPC and Guggenheim.
Investment Advisory Agreement. If the new Interim Investment Advisory Agreement is terminated, our costs may increase under any replacement investment advisory agreement that we subsequently enter into. We would also likely incur expenses in identifying and evaluating candidates to provide the services we expect to receive under any successor investment advisory agreement and administrative services agreement. Any successor investment advisory agreement would also be subject to approval by our shareholders.


In 2015, Hamilton, a wholly-owned, special purpose financing subsidiary of the Master Fund, initially entered into the Hamilton Credit Facility with JPMorgan Chase Bank, National Association, as administrative agent, each of the lenders from time to time party thereto, and U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary. TheOn June 29, 2018, the Hamilton Credit Facility provides for delayed-draw borrowings in an aggregate principal amount of $175.0 million on a committed basis duringfacility was amended to extend the initial three years of the four-year credit facility term. As of September 30, 2017 and December 31, 2016, we had borrowed $150.0 million and $126.0 million, respectively, and such amounts are due and payable no later thanterm from December 17, 2019.2019 to December 29, 2022 and to extend the draw-down term from December 17, 2018 to December 29, 2021 among other things. On November 29, 2021, Hamilton repaid in full all outstanding amounts due in connection with, and terminated all commitments under, the Hamilton Credit Facility. See Note 7. Borrowings.

Related Party Transactions

We have entered into agreements with Guggenheim whereby we agreed to pay certain fees to, and to reimburse certain expenses, of Guggenheim for investment advisory services and investment-related and administrative costs incurred on our behalf. See Note 6. Related Party Agreements and Transactions for a discussion of related party transactions, investment advisory feefees and reimbursement of administrative services expenses.

Organization and Offering Expenses and Reimbursement Arrangements with Guggenheim

Reimbursement for Guggenheim Administrative Services Expenses

CCA served as the Master Fund's administrator from inception until September 11, 2017.

Guggenheim has provided administrative services to the Master Fund since September 11, 2017. We have reimbursed CCA, and in future periods we will reimburse Guggenheim, for their expenses in connection with the provision of administrative services to us. However, such reimbursement will be made at an amount equal to the lower of their actual costs or the amount that we would be required to pay for comparable administrative services in the same geographic location. Also, such costs will be reasonably allocated to us on the basis of assets, revenues, time records or other reasonable allocation methods. We do not reimburse CCA or Guggenheim for rent, depreciation, utilities, capital equipment or other administrative items allocated to controlling persons of CCA and Guggenheim.

Co-Investment Transactions

On June 28, 2016, the Exemptive Relief

The Master Fund was granted an SEC issued anexemptive order to grant exemptive relief towhich grants the Master Fund which allows usexemptive relief permitting the Master Fund, subject to co-invest with certainthe satisfaction of our affiliatesspecific conditions and requirements, to co-invest in privately negotiated transactions, including investments originated and directly negotiated by CCA and Guggenheim, subject to a set of conditions and requirements. On September 22, 2017, and due to the CCA's resignation as investment advisor, we and Guggenheim filed a replacement request for SEC exemptive relief to permit co-investmenttransactions with certain Guggenheim affiliates in privately negotiated transactions.

of Guggenheim.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

We are subject to financial market risks, including changes in interest rates. As of SeptemberJune 30, 2017, 90.4%2023, 99.9% of our debt investments (98.4% of our total investments), or $344.2$29.2 million measuredmeasured at fair value, are subject to variablefloating interest rates. Our sole credit facility is also subject to changes in its 3 Month LIBOR base interest rate. A rise in the general level of interest rates can be expected to lead to (i) higher interest income from our variablefloating rate debt investments and (ii) value declines for fixed interest rate investments we may hold, and (iii) higher interest expense in connection with our floating rate credit facility. To the extent thathold. Since a majority of our investments may be in variableconsist of floating rate investments, an increase in interest rates could also make it more difficult for borrowers to repay their loans, and a rise in interest rates may also make it easier for Guggenheim to meet or exceed the quarterly threshold for performance basedperformance-based incentive fees as described in Note 6. Related Party Agreements and Transactions.

47

Based on our consolidated statements of assets and liabilities and investment holdings as of September 30, 2017, the

The following table presents the approximate annualized increase (decrease) in (i) interest income from our investment portfolio, (ii) annualized interest expense associated with our floating rate credit facility and (iii) the annualized net increase or decrease of interest-related income and expense, directly resulting from hypothetical changes in base interest rates (e.g., LIBOR), assuming no changes in the composition of our investment portfolio and capital structure (in thousands):

Basis Points (bps) Increase Annualized Interest Income Annualized Interest Expense Annualized Net Increase
 + 50 bps $1,556
 $750
 $806
 +100 bps 3,101
 1,500
 1,601
 +150 bps 4,652
 2,250
 2,402
 +200 bps 6,203
 3,000
 3,203


as of June 30, 2023.

Basis Points (bps)

Increase

 

Annualized

Interest Income Increase (Decrease)

  

Annualized

Net Increase (Decrease)

  

Net Increase (Decrease)

per Share

 
 -50 bps $  $  $ 
 +50 bps  98   98    
 +100 bps  256   256   0.01 
 +150 bps  419   419   0.02 
 +200 bps  582   582   0.02 

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Our chief executive officerChief Executive Officer and chief financial officer,Chief Financial Officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of SeptemberJune 30, 2017,2023, have concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, were effective as of SeptemberJune 30, 20172023 at a reasonable level of assurance.

Changes in Internal Control over Financial Reporting

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


PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

As of November 1, 2017, neitherAugust 9, 2023, we nor any of our subsidiaries, were not subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or our subsidiaries.

subsidiary.

From time to time, we our subsidiaries, our Advisor or AdministratorGuggenheim 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 consolidated financial position or results of operations.

48

Item 1A. Risk Factors.

As of September

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 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 six months ended June 30, 2017,2023, other than as set forth below, there have been no material changes from the risk factors set forth in our annual report on Form 10-K dated March 21, 2017.for the year ended December 31, 2022.

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

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

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

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

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

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

49

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

(a)We sold 219,838 of unregistered Shares to GCIF-I and GCIF 2016T on August 4, 2017 for total and net consideration of $1.9 million. The proceeds were employed for operating and investment purposes.
(b)Not applicable.
(c)The following table provides information concerning our repurchase of Common Shares pursuant to our share repurchase program during the quarter ended September 30, 2017:
Period Total Number of Shares Purchased Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 1, 2017 to July 31, 2017    
August 1, 2017 to August 31, 2017    
September 1, 2017 to September 30, 2017 151,000 $8.55 151,000 
Total 151,000   151,000 
(1)The maximum number of Shares available for repurchase on September 26, 2017 , the termination date of the quarterly share repurchase program that was conducted in the quarter ended September 3, 2017, was 529,180.

(a) None.

(b) Not applicable.

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

Item 3. Defaults Upon Senior Securities.

(a) None.

(b) Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

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


50

SIGNATURES

Pursuant to the requirements of Sectionsection 13 or 15(d) 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
GUGGENHEIM CREDIT INCOME FUND
 
Date:August 9, 2023November 7, 2017By:By:/s/ Matthew S. Bloom 
MATTHEW S. BLOOM
Chief Executive Officer and President
(Principal Executive Officer)
 
Date:August 9, 2023November 7, 2017By:By:/s/ Paul S. Saint-PierreJames Howley 
JAMES HOWLEY PAUL S. SAINT-PIERRE
Chief Financial Officer
(Principal Financial Officer)

51




EXHIBIT INDEX

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

Report.

3.1
3.1
3.2
3.3
3.4
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12

52

14.1Code of Ethics of the Registrant. (Incorporated by reference to Exhibit 14.1 filed with Guggenheim Credit Income Fund Form 10-Q (File No. 814-01117) filed on August 12, 2016.November 16, 2020.)
10.1314.2
31.1

*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.

53


57