UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 20162017
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 814-01091
image0a70.jpggugglogocmyk262a01.jpg
GUGGENHEIM CREDIT INCOME FUND - I
(formerly CAREY CREDIT INCOME FUND - II)
(Exact name of registrant as specified in its charter)
Delaware 47-2009064
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
50 Rockefeller Plaza,330 Madison Avenue, New York, New York 1002010017
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (212) 492-1100739-0700
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý   No ¨
Indicate by check mark whether the registrant has submitted electronically 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, or a smaller reporting company, or emerging growth company. See definition of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company”company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨

  Accelerated filer
 ¨

Non-accelerated filer
ý  Do not check if smaller reporting company
  Smaller reporting company
 ¨
Emerging growth company¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
The number of the Registrant's common shares outstanding as of November 8, 20161, 2017 was 624,361.1,595,037.



CAREY







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




Forward-Looking Statements
This Quarterly Report on Form 10-Q, or this Report, including Management's Discussion and Analysis of Financial Condition and Results of Operations, in Item 2 of Part I of this Report, contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements generally are characterized by the use of terms such as "may," "should," "plan," "anticipate," "estimate," "intend," "predict," "believe," "expect," "will," "will be," and "project" or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: increased direct competition; changes in government regulations; changes in local, national, and global economic conditions and capital market conditions; availability of proceeds from our offering of common shares; and the performance of the Master Fund and its common shares that we own. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties, and other factors that may materially affect our future results, performance, achievements, or transactions. Information on factors which could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in this Report as well as in our other filings with the SEC,U.S. Securities and Exchange Commission ("SEC"), including but not limited to those described in Part II. Item 1A1A. 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, 2015,2016, that was filed on March 28, 2016.22, 2017. 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 and in Part I. Item 1A. Risk Factors of our Form 10-K for the fiscal year ended December 31, 2015,2016, that was filed on March 28, 2016.22, 2017. The forward-looking statements and projections contained in this Report are excluded from the safe harbor protection provided by Section 27A of the Securities Act and Section 21E of the Exchange Act.
All references to "Note" or "Notes" throughout this Report refer to the notes to the financial statements of the registrant in Part I. Item 1. Financial Statements (unaudited).
Unless otherwise noted, the terms "we," "us," "our," and "Company" refer to Guggenheim Credit Income Fund - I, formerly known as Carey Credit Income Fund - I. All capitalized terms have the same meaning as defined in the Notes.


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited).
CAREYGUGGENHEIM CREDIT INCOME FUND - I
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

September 30, 2016 December 31, 2015September 30, 2017 December 31, 2016
Assets      
Investment in Carey Credit Income Fund (cost of $13,333,500 and $125,000, respectively)$13,665,680
 $118,346
Investment in Guggenheim Credit Income Fund (4,759,871 shares purchased at a cost of $39,898,092 and 2,356,468 shares purchased at a cost of $19,315,500, respectively)$40,717,336
 $19,965,132
Cash196,320
 41,241
266,966
 251,708
Due from Advisors
 6,022
4,734
 138,773
Dividend income receivable
 2,107
Deferred offering costs

52,696
 
194,888
 118,300
Total assets13,914,696
 167,716
$41,183,924
 $20,473,913
      
Liabilities      
Due to Advisors$26,597
 $
$10,660
 $17,136
Accrued professional services fees65,530
 46,650
81,762
 42,461
Accrued offering expenses

23,955
 

 35,968
Accounts payable, accrued expenses and other liabilities4,615
 2,843
27,465
 13,898
Total liabilities120,697
 49,493
119,887
 109,463
Commitments and contingencies (Note 7. Commitments and contingencies)
   
Net Assets$13,793,999
 $118,223
$41,064,037
 $20,364,450
      
Components of Net Assets:      
Common Shares, $0.001 par value, 348,000,000 Common Shares authorized, 546,368 and 4,842 Common Shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively$546
 $5
Common Shares, $0.001 par value, 348,000,000 Common Shares authorized, 1,589,409 and 790,926 Common Shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively$1,590
 $791
Paid-in-capital in excess of par value13,565,933
 125,210
40,602,339
 19,830,285
Distributions in excess of net investment income(104,660) (338)(417,228) (116,258)
Net unrealized appreciation (depreciation) on investment

332,180
 (6,654)
Net unrealized appreciation on investment819,244
 649,632
Accumulated undistributed net realized gain58,092
 
Total net assets$13,793,999
 $118,223
$41,064,037
 $20,364,450
Net asset value per Common Share$25.25
 $24.42
$25.84
 $25.75
See Unaudited Notes to Financial Statements.



CAREYGUGGENHEIM CREDIT INCOME FUND - I
STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended September 30, Nine Months Ended September 30,
Three Months Ended September 30, 2016 Period from July 31, 2015 (inception) to September 30, 2015 Nine Months Ended September 30, 2016 Period from July 31, 2015 (inception) to September 30, 20152017 2016 2017 2016
Investment Income              
Dividends from investment in Carey Credit Income Fund$268,445
 $
 $274,862
 $
Dividends from investment in Guggenheim Credit Income Fund$757,400
 $268,445
 $1,535,280
 $274,862
Total investment income268,445
 
 274,862
 
757,400
 268,445
 1,535,280
 274,862
              
Operating Expenses (1)
              
Administrative services3,750
 2,782
 11,250
 2,782
3,750
 3,750
 11,250
 11,250
Related party reimbursements59,258
 
 213,009
 
58,552
 59,258
 205,298
 213,009
Trustees fees

3,000
 3,000
 3,000
 3,000
756
 3,000
 2,244
 3,000
Professional services fees53,335
 66,168
 121,415
 66,168
41,108
 53,335
 140,551
 121,415
Offering expenses6,333
 
 6,333
 
110,108
 6,333
 250,865
 6,333
Organization expenses19,475
 
 97,631
 

 19,475
 
 97,631
Other expenses7,744
 
 21,741
 
9,357
 7,744
 66,215
 21,741
Total operating expenses152,895
 71,950
 474,379
 71,950
223,631
 152,895
 676,423
 474,379
Reimbursement of expense support24,906
 
 24,906
 
Less: Expense support from related parties (See Note 4. Related Party Agreements and Transactions)
(52,469) (71,950) (372,492) (71,950)(60,217) (52,469) (632,031) (372,492)
Net expenses100,426
 
 101,887
 
188,320
 100,426
 69,298
 101,887
Net investment income168,019
 
 172,975
 
569,080
 168,019
 1,465,982
 172,975
              
Unrealized appreciation from investment in Carey Credit Income Fund       
Net change in unrealized appreciation on investment249,392
 
 338,834
 
Total unrealized appreciation249,392
 
 338,834
 
Realized and unrealized gain (loss):       
Net realized gain from investment in Guggenheim Credit Income Fund

58,092
 
 58,092
 
Net change in unrealized appreciation (depreciation) on investment(21,676) 249,392
 169,612
 338,834
Net realized and unrealized gains36,416
 249,392
 227,704
 338,834
Net increase in net assets resulting from operations$417,411
 $
 $511,809
 $
$605,496
 $417,411
 $1,693,686
 $511,809
              
Per Common Share information:              
Net investment income per Common Share outstanding - basic and diluted$0.38
 $
 $0.84
 $
$0.35
 $0.38
 $1.12
 $0.84
Earnings per Common Share - basic and diluted$0.96
 $
 $2.48
 $
$0.37
 $0.96
 $1.30
 $2.48
Weighted average Common Shares outstanding - basic and diluted436,876
 
 206,603
 
1,615,085
 436,876
 1,304,409
 206,603
Distributions per Common Share$0.45
 $
 $1.38
 $
$0.45
 $0.45
 $1.36
 $1.38
______________
(1)Operating expenses solely represent the Company's operating expenses and do not include the Company's proportionate share of the Master Fund's operating expenses.
See Unaudited Notes to Financial Statements.



CAREYGUGGENHEIM CREDIT INCOME FUND - I
STATEMENTSTATEMENTS OF CHANGES IN NET ASSETS(UNAUDITED)

Nine Months EndedNine Months Ended September 30,
September 30, 20162017 2016
Operations 
Operations:   
Net investment income$172,975
$1,465,982
 $172,975
Net change in unrealized appreciation on investment338,834
Net realized gain on investment58,092
 
Net change in unrealized appreciation169,612
 338,834
Net increase in net assets resulting from operations511,809
1,693,686
 511,809
Shareholder distributions:    
Distributions from net investment income(172,975)(1,465,982) (172,975)
Distributions in excess of net investment income(104,322)(300,970) (104,322)
Net decrease in net assets from shareholder distributions(277,297)(1,766,952) (277,297)
Capital share transactions:    
Issuance of Common Shares13,277,240
21,061,453
 13,277,240
Reinvestment of shareholders distributions164,024
1,016,921
 164,024
Repurchase of Common Shares(1,305,521) 
Net increase in net assets resulting from capital share transactions13,441,264
20,772,853
 13,441,264
Total increase in net assets13,675,776
20,699,587
 13,675,776
Net assets at beginning of period118,223
20,364,450
 118,223
Net assets at end of period$13,793,999
$41,064,037
 $13,793,999
    
Capital share activity:    
Common Shares outstanding at the beginning of the period4,842
790,926
 4,842
Common Shares issued from subscriptions534,999
809,688
 534,999
Common Shares issued from reinvestment of distributions6,527
39,150
 6,527
Repurchase of Common Shares outstanding(50,355) 
Common Shares outstanding at the end of the period546,368
1,589,409
 546,368
Distributions in excess of net investment income at end of period$(104,659)$(417,228) $(104,659)
See Unaudited Notes to Financial Statements.



CAREYGUGGENHEIM CREDIT INCOME FUND - I
STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months Ended September 30,
Nine Months Ended September 30, 2016 Period from July 31, 2015 (inception) to September 30, 20152017 2016
Operating activities      
Net increase in net assets resulting from operations$511,809
 $
$1,693,686
 $511,809
Adjustments to reconcile net increase in net assets from operations to net cash (used in) provided by operating activities:   
Purchase of investments in Carey Credit Income Fund(13,208,500) 
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities:   
Purchase of investment in Guggenheim Credit Income Fund(21,259,800) (13,208,500)
Sale of investment in Guggenheim Credit Income Fund735,300
 
Net realized gain on investment(58,092) 
Net change in unrealized appreciation on investment(338,834) 
(169,612) (338,834)
(Increase) decrease in operating assets:      
Due from Advisors6,022
 (53,026)134,039
 6,022
Dividend income receivable2,107
 

 2,107
Deferred offering costs(52,696) 
(76,588) (52,696)
Increase in operating liabilities:   
Increase (decrease) in operating liabilities:   
Due to Advisors26,597
 
(6,476) 26,597
Accrued professional services fees18,880
 66,168
39,301
 18,880
Accrued offering expenses23,955
 
(35,968) 23,955
Accounts payable, accrued expenses, and other liabilities1,772
 2,782
Net cash (used in) provided by operating activities(13,008,888) 15,924
Accounts payable, accrued expenses and other liabilities13,567
 1,772
Net cash used in operating activities(18,990,643) (13,008,888)
      
Financing activities      
Issuance of Common Shares$13,277,240
 $
$21,061,453
 $13,277,240
Distributions paid(113,273) 
(750,031) (113,273)
Repurchase of Common Shares(1,305,521) 
Net cash provided by financing activities13,163,967
 
19,005,901
 13,163,967
      
Net increase in cash155,079
 15,924
15,258
 155,079
Cash, beginning of period41,241
 
251,708
 41,241
Cash, end of period$196,320
 $15,924
$266,966
 $196,320
Supplemental information:      
Distributions reinvested$164,024
 $
$1,016,921
 $164,024
See Unaudited Notes to Financial Statements.














Notes to Financial Statements (Unaudited)


CAREYGUGGENHEIM CREDIT INCOME FUND - I
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Principal Business and Organization
CareyGuggenheim Credit Income Fund - I (the "Company") was formed as a Delaware statutory trust on September 5, 2014. The Company's investment objectives are to provide its shareholders with current income, capital preservation, and, to a lesser extent, long-term capital appreciation by investing substantially all of its equity capital in CareyGuggenheim Credit Income Fund (the "Master Fund"). The Company is a non-diversified closed-end management investment company that elected to be treated as a business development company (a "BDC") under the Investment Company Act of 1940, as amended (the "1940 Act").
The Master Fund has elected to be treated as a BDC under the 1940 Act and it has the same investment objectives as the Company. TheFrom inception through September 10, 2017, the Master Fund iswas externally managed by Carey Credit Advisors, LLC (the "Advisor"("CCA"), an affiliate of W. P. Carey Inc. ("WPC"), and Guggenheim Partners Investment Management, LLC ("GPIM") (collectivelyGuggenheim" or the "Advisors""Advisor"), which arewere 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. Both Advisors are registeredOn August 10, 2017, CCA resigned as the Master Fund's investment advisers with the U.S. Securitiesadvisor and Exchange Commission ("SEC"). The Advisor also provides the administrative services necessary for the operations of the Companyadministrator, and the Master Fund.Fund's board of trustees (the "Master Fund's Board") selected Guggenheim to perform the Master Fund's investment advisory and administrative responsibilities, both events concurrently effective on September 11, 2017. As of September 30, 2017, Guggenheim serves as investment advisor pursuant to an interim investment advisory agreement which commenced on September 11, 2017. The Master Fund's Board set a shareholder meeting date of October 20, 2017 and a record date of August 25, 2017 for Master Fund commencedshareholders to consider the approval of a new investment operations on April 2, 2015.advisory agreement between Guggenheim and the Master Fund. The Master Fund's consolidated financial statements are an integral part of the Company's financial statements and should be read in their entirety.
The Company is currently offering and selling its common shares ("Shares" or "Common Shares") pursuant to a registration statement on Form N-2 (the “Registration Statement”) covering its continuous public offering of up to 37,500,000 Common Shares$1.0 billion (the “Public Offering”). The Company will continue to acquire Master Fund common shares in a continuous series of private placement transactions with the proceeds from its initial Public Offering (see Note 5. Common Shares). Effective August 23, 2017, and in connection with (i) the current transition of the Master Fund's investment advisory function to Guggenheim, and (ii) a concurrent change in the Company's dealer manager of the Public Offering, the Company determined to temporarily suspend its public offering of Common Shares. The Company issued and soldcontinues to issue its initialCommon Shares on October 15, 2015 and then commenced investment operations. to existing shareholders through its distribution reinvestment plan.     
As of September 30, 2016,2017, the Company owned 9.8%16.33% of the Master Fund's outstanding common shares.
Note 2. Significant Accounting Policies
Basis of Presentation
Management has determined that the Company meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC Topic 946”).
The Company's interim financial statements have been prepared pursuant to the requirements for reporting on Form 10-Q and the disclosure requirements stipulated in Articles 6 and 10 of Regulation S-X, and therefore do not necessarily include all information and notes necessary for a fair statement of financial position and results of operations in accordance with accounting principles generally accepted in the U.S. ("GAAP"). In the opinion of management, the unaudited financial information for the interim period presented in this Report reflects all normal and recurring adjustments necessary for a fair statement of financial position and results from operations. Operating results for interim periods are not necessarily indicative of operating results for an entire year. The Company's unaudited financial statements should be read in conjunction with the Master Fund's unaudited consolidated financial statements; the Master Fund's quarterly report on Form 10-Q is incorporated by reference and filed as an exhibit to this Report.
Reclassifications
Certain prior period amounts have 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
Cash consists of demand deposits held at a major U.S. financial institution and the amount recorded on the statements of assets and liabilities may exceed the Federal Deposit Insurance Corporation insured limit. Management believes the credit risk related to its demand deposits is minimal.
Notes to Financial Statements (Unaudited)


Valuation of Investments
The Company invests substantially all of its equity capital in the purchase of the Master Fund's common shares and its primary investment position is common shares of the Master Fund. The Company determines the fair value of the Master Fund's
Notes to Financial Statements (Unaudited)

common shares as the Master Fund's net asset value per common share (as determined by the Master Fund) multiplied by the number of Master Fund common shares owned by the Company. The Company has implemented Accounting Standards Update ("ASU") 2015-07, which permits a reporting entity, as a practical expedient, to measure the fair value of certain investments using the net asset value per share of the investment.
Transactions with the Master Fund
Distributions received from the Master Fund are recorded on the record date. Distributions received from the Master Fund are recognized as dividend income in the current period, a portion of which may be subject to a change in characterization in future periods, including the potential for reclassification to realized gains and return of capital. The Company's transactions with the Master Fund are recorded on the effective date of the subscription in, or the redemption fromof, the Master Fund.Fund shares. Realized gains and losses from the Company's transactions with the Master Fund are calculated on the specific share identification basis.
Organization and Offering Expenses
Organization expenses are expensed on the Company's statements of operations. Continuous offering expenses are capitalized monthly on the Company's statements of assets and liabilities as deferred offering expensescosts and expensed to the Company's statements of operations over a 12-month period.
Earnings per Common Share
Earnings per Common Share is calculated based upon the weighted average number of Common Shares outstanding during the reporting period.
Distributions to the Company's Shareholders
Distributions to the Company's shareholders are recorded as a liability as of the record date.
Federal Income Taxes
The Company intends to electhas elected to be treated for federal income tax purposes, and thereafter intends to maintain its qualification, as a Regulated Investment Company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes dividends in a timely manner out of assets legally available for distributions to its shareholders of an amount generally at least equal to 90% of its “Investment Company Taxable Income,” as defined in the Code. The Company 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 Company is generally subject to nondeductible federal excise taxes if it does not distribute dividends to its shareholders in respect of each calendar year of an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gain net income (i.e., capital gains in excess of capital losses), adjusted for certain ordinary losses, for the one-year period generally ending on October 31 of the calendar year and (iii) any net ordinary income and capital gain net income for preceding calendar years that were not distributed during such calendar years and on which the Company paid no federal income tax. The Company may, at its discretion, pay a 4% nondeductible federal excise tax on under-distribution of taxable ordinary income and capital gains.
Note 3. Investments
Below is a summary of the Company'sCompany's investment in the Master Fund,, a related party:
Investment As of: No. of Shares 
Weighted Average Shares Owned (1)
 Cost Fair Value % of Net Assets
Carey Credit Income Fund September 30, 2016 1,645,241
 619,544
 $13,333,500
 $13,665,680
 99.1%
Carey Credit Income Fund December 31, 2015 14,799
 2,008
 $125,000
 $118,346
 100.1%
Investment As of: No. of Shares 
Weighted Average Shares Owned (1)
 Cost Fair Value % of Net Assets
Guggenheim Credit Income Fund September 30, 2017 4,759,871
 3,838,898
 $39,898,092
 $40,717,336
 99.2%
Guggenheim Credit Income Fund December 31, 2016 2,356,468
 954,843
 $19,315,500
 $19,965,132
 98.0%
______________________
(1)
Weighted average shares owned of the Master Fund is computed as the weighted average shares owned from January 1st of the year noted to the corresponding as of date.
Restricted Securities
The Master Fund does not currently intend to list its common shares on any securities exchange and it does not expect a secondary market to develop for its issued and outstanding common shares. As a result, the Company's ability to sell its Master
Notes to Financial Statements (Unaudited)


Fund common shares will be limited. Because the Master Fund common shares are being acquired in one or more transactions not involving a public offering, they are "restricted securities" and may be required to be held indefinitely. Master Fund common shares may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) the Master Fund's consent is granted, and (ii) the Master Fund common shares are registered under applicable securities laws or specifically exempted from registration (in which case the Master Fund's shareholder may, at the Master Fund's option, be required to provide the Master Fund with a legal opinion, in form and substance satisfactory to the Master Fund, that registration is not required). Accordingly, a shareholder in the Master Fund, including the Company, must be willing to bear the economic risk of investment in the Master Fund common shares. No sale, transfer, assignment, pledge, or other disposition, whether voluntary or involuntary, of the Master Fund's common
Notes to Financial Statements (Unaudited)

shares may be made except by registration of the transfer on the Master Fund's books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the Master Fund common shares and to execute such other instruments or certifications as are reasonably required by the Master Fund.
Share Repurchase Program
The Master Fund has implemented a share repurchase program, whereby each calendar quarter it offers to repurchase up to 2.5% of the weighted average number of its common shares outstanding in the prior four calendar quarters at a price estimated to be equal to its net asset value per common share as of the end of the preceding calendar quarter. The Master Fund's Board of Trustees may amend, suspend, or terminate the share repurchase program upon 30 days' notice.
Note 4. Related Party Agreements and Transactions
All ofOf the Company’s executive officers, except its chief executive officerKevin Robinson, Senior Vice President, and chief compliance officer, alsoDina DiLorenzo, Senior Vice President, serve as executive officers of the Advisor. Its chief executive officer also serves as chief executive officer of WPC, the Advisor's ultimate parent.Guggenheim. The memberships of the Company's Board of Trustees of(the "Company's Board" or the Company"Board") and the Master FundFund's Board are identical and consequently the Company and the Master Fund are related parties. All of the Company's executive officers also serve as executive officers of the Master Fund.
The Company has entered into agreements with the AdvisorGuggenheim whereby the Company agrees to (i) receive expense support payments and (ii) reimburse certain expenses of, and to pay for, administrative, expense support, organization and offerings costs incurred by Guggenheim on the Company's behalf. The Company has also entered into an assignment and assumption agreement with Carey Financial,Guggenheim Funds Distributors, LLC, a Delaware limited liability company (the "Dealer Manager" or "GFD"), an affiliate of the Advisor,Guggenheim, to compensate it for capital market services in connection with the marketing and distribution of the Company's Shares. The Company has entered into an agreement with GPIM whereby the Company agrees to (i) receive expense support payments, and (ii) to reimburse it for certain expenses such as expense support and organization and offering costs incurred on the Company's behalf.
Administrative Services Agreement
On October 3, 2016,Prior to September 11, 2017, the Company entered intowas party to an amended and restated administrative services agreement with the AdvisorCCA (the "Administrative"Prior Administrative Services Agreement") whereby the AdvisorCCA agreed to provide administrative services to the Company, including office facilities and equipment, and clerical, bookkeeping, and record-keeping services. More specifically, the Advisor,CCA, serving as the administrator (the "Administrator""Prior Administrator"), performsperformed and overseesoversaw the Company's required administrative services, which include financial and corporate record-keeping, preparing and disseminating the Company's reports to its shareholders, and filing reports with the SEC. In addition, the Advisor assistsPrior Administrator assisted in determining net asset value, overseesoverseeing the preparation and filing of tax returns, overseesoverseeing the payment of expenses and distributions, and overseesoverseeing the performance of administrative and professional services fees rendered by others. For providing these services, facilities, and personnel, the Company reimbursesreimbursed the AdvisorPrior Administrator the allocable portion of overhead and other expenses incurred by the AdvisorPrior Administrator in performing its obligations under the Prior Administrative Services Agreement. Prior to October 7, 2015,On September 5, 2017 the Company had no obligationentered into an administrative services agreement with Guggenheim (the "Administrative Services Agreement") whereby Guggenheim, serving as the administrator (the "Administrator") agreed to reimburseprovide administrative services, similar to those previously provided by CCA, commencing on September 11, 2017.
The Administrative Services Agreement may be terminated at any time, without the Advisor forpayment of any services or other expenses incurred directlypenalty: (i) by the Advisor or its affiliates, excluding any expensesCompany upon 60 days' written notice to Guggenheim upon the vote of third-party service providers incurred by the Advisor or its affiliates on the Company's behalf.
independent trustees, or (ii) by Guggenheim upon not less than 120 days' written notice to the Company. Unless earlier terminated, the Administrative Services Agreement will remain in effect for a period of two years from the date it first became effective and will remain in effect year to year thereafter if approved annually by a majority of the Company's Board of Trustees and the Company's Independent Trustees.independent trustees.
Dealer Manager Agreement
On July 17, 2015, the Company initially entered into an amended and restated dealer manager agreement, as subsequently amended and restated (the "Dealer Manager Agreement") with the Dealer ManagerCarey Financial, LLC, a Delaware limited liability company ("Carey Financial") and the Master Fund. On August 10, 2017, Carey Financial assigned the Dealer Manager Agreement to GFD and the assignment agreement was approved by the Company's Board. Under the terms of the Dealer Manager Agreement, the Dealer ManagerGFD is to act on a best efforts basis as the exclusive dealer manager for (i) the Company's Public Offering of Common Shares and (ii) the public offering of Common Sharescommon shares for future feeder funds affiliated with the Master Fund. The Company, not the Master Fund, is responsible for the compensation of the Dealer ManagerGFD pursuant to the terms of the Dealer Manager Agreement. The Dealer Manager Agreement may be terminated by the Company or GFD upon 60 calender days' written notice to the other party. In the event that the Company or GFD terminates
Notes to Financial Statements (Unaudited)


the Dealer Manager Agreement with respect to the Company, the Dealer Manager Agreement will continue with respect to any other feeder fund.
Organization and Offering Expense Reimbursement Agreement
On August 17, 2015, the Company initially entered into an organization and offering expense reimbursement agreement, as may be amended (the "O"Prior O&O Agreement") with the Advisors.CCA and Guggenheim. Under the Prior O&O Agreement the Company reimburses the Advisorsreimbursed CCA and Guggenheim for organization and offering costsexpenses incurred on the Company's behalf, including, but not limited to, legal services, audit services, printer services, and the registration of securities under the Securities Act. The reimbursement of organization and offering expenses iswas conditional on the Company's receipt of equity capital from the sale of its Common Shares. Any such reimbursement willwould not exceed actual expenses incurred by the AdvisorsCCA and Guggenheim and their affiliates. The Advisors will beCCA and Guggenheim were responsible for the payment of the Company's cumulative organization and offering expenses to the extent they exceedexceeded 1.5% of the aggregate proceeds from the sale of the Company's Common Shares, without recourse against or reimbursement by the Company. In 2015,
On September 5, 2017, the Advisors waivedCompany entered into an amended and restated organization and offering expense reimbursement agreement (the "O&O Agreement") with Guggenheim and CCA, for a limited purpose, in connection with equity raised duringsubstantially the monthssame form as the Prior O&O Agreement. Under the O&O Agreement, CCA has relinquished its rights to any and all future reimbursement of November and December and the reimbursement waiver expired on December 31, 2015. any remaining unreimbursed costs.
As of September 30, 2016, the Advisors have2017, Guggenheim had incurred organization and offering costs on behalf of the Company, net of reimbursements received from the Company, in the approximate amount of $2.1$1.1 million. Under the terms
Notes to Financial Statements (Unaudited)

of the O&O Agreement, the Company is obligated to reimburse the AdvisorsGuggenheim for these organization and offering expenses solely in connection with the capital raise activity of our Public Offering. The O&O Agreement may be terminated at any time, without the payment of any penalty, by the Company or Guggenheim, with or without notice.
Expense Support and Conditional Reimbursement Agreement
Pursuant toThe Company initially entered into an expense support and conditional reimbursement agreement with CCA and Guggenheim executed on July 24,31, 2015, by and between the Advisors and the Companyas amended, (the "Expense"Prior Expense Support Agreement"),. According to the Advisors haveterms of the Prior Expense Support Agreement CCA and Guggenheim agreed to reimburse the Company for expenses in an amount that is sufficient to ensure that no portion of the Company's distributions to shareholders will be paid from Common Share offering proceeds or borrowings. The Advisorsproceeds. CCA and Guggenheim agreed to reimburse the Company monthly for expenses in an amount equal to the difference between the Company's cumulative distributions paid to its shareholders in each month less the sum of the Company's estimated investment company taxable income and net capital gains in each month. On September 5, 2017 the Company entered into an amended and restated expense support and conditional reimbursement agreement (the "Expense Support Agreement") with Guggenheim and CCA, for a limited purpose, effective as of September 11, 2017. The amended terms of the Expense Support Agreement: (i) release CCA from all obligations to make further expense payments, (ii) terminate all of CCA's rights under the agreement, including any right to reimbursement for prior period expense payments made under the terms of the Prior Expense Support Agreement, and (iii) permit the Company the option to limit or reduce the reimbursement of expenses in any manner so that the Company will comply with IRC Section 851 in each of its future tax years. As a result, 100% of all CCA's prior periods' expense support payments were classed as ineligible for future reimbursement, and going forward, Guggenheim is the sole source of expense support payments and solely eligible for reimbursement of prior periods' expense support payments.
Pursuant to the Expense Support Agreement, the Company has a conditional obligation to reimburse the AdvisorsGuggenheim for any amounts funded by the AdvisorsGuggenheim under this arrangement or the Prior Expense Support Agreement if (and only to the extent that), during any month occurring within three years of the date on which the AdvisorsGuggenheim funded such amount, the sum of the Company's estimated investment company taxable income and net capital gains exceeds the ordinary cash distributions paid by the Company to its shareholders; provided, however, that (i) the Company will only reimburse the AdvisorsGuggenheim for expense support payments made by the AdvisorsGuggenheim to the extent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause "other operating expenses" (as defined below) (on an annualized basis and net of any expense support reimbursement payments received by the Company during such fiscal year) to exceed the lesser of (A) 1.75% of the Company's average net assets attributable to its Common Shares for the fiscal year-to-date period after taking such payments into account and (B) the percentage of the Company's average net assets attributable to its Common Shares represented by "other operating expenses" during the fiscal year in which such expense support payment from the AdvisorsAdvisor was made (provided, however, that this clause (B) will not apply to any reimbursement payment which relates to an expense support payment from the AdvisorsGuggenheim made during the same fiscal year); and (ii) the Company will not reimburse the AdvisorsGuggenheim for expense support payments made by the AdvisorsGuggenheim if the annualized rate of regular cash distributions declared by the Company at the time of such reimbursement payment is less than the annualized rate of regular cash distributions declared by the Company at the time the AdvisorsGuggenheim made the expense support payment to which such reimbursement payment relates. "Other operating expenses" means the Company's total "operating expenses" (as defined below), excluding anany investment advisory fee, a performance-based incentive fee, organization and offering expenses, interest expense, brokerage commissions and extraordinary expenses. "Operating expenses" means all operating costs and expenses incurred, as determined in accordance with GAAP for investment companies.
Notes to Financial Statements (Unaudited)


The Company or the AdvisorsGuggenheim may terminate the Expense Support Agreement at any time. The Expense Support Agreement will automatically terminate (i) if the CompanyMaster Fund terminates the investment advisory agreement with Guggenheim, (ii) if the Company's Board of Trustees makes a determination to dissolve or liquidate the Company or (iii) upon a liquidity event of the Company, including but not limited to (1) a listing of the Company's Common Shares on a national securities exchange, (2) the sale of all or substantially all of the Company's assets either on a complete portfolio basis or individually followed by a liquidation or (3) a merger or another transaction approved by the Board of Trustees in which shareholders will likely receive cash or shares of a publicly-traded company.Company.
The specific amount of Advisors'Guggenheim's expense support obligation is determined at the end of each month. Upon termination of the Expense Support Agreement by the Advisors,Guggenheim, they are required to fund any amounts accrued thereunder as of the date of termination. Similarly, the conditional obligation of the Company to reimburse the AdvisorsGuggenheim pursuant to the terms of the Expense Support Agreement shall survive the termination of such agreement by either party. There can be no assurance that the Expense Support Agreement will remain in effect or that the AdvisorsGuggenheim will reimburse any portion of the Company's expenses in future months.
Notes to Financial Statements (Unaudited)

The table below presents a summary of all monthly expenses supported by CCA and Guggenheim, the Advisorswaived amounts in connection with CCA's termination of its rights to reimbursement of its expense support payment, and the associated dates through which such expenses are eligible for reimbursement by the Company:
Month Ended
Expense Support from Advisors (3)
Expense Support Reimbursement to AdvisorsUnreimbursed Expense Support
Ratio of Other Operating Expenses to Average Net Assets for the Period (1)
Annualized Regular Cash Distribution Rate/Share, Declared (2)
Eligible for Reimbursement through
Expense Support from CCA and Guggenheim (1)
CCA Waiver of Expense Support ReimbursementExpense Support Reimbursement to GuggenheimUnreimbursed Expense Support
Ratio of Other Operating Expenses to Average Net Assets for the Period (2)
Minimum of 1.75% and Annualized Fiscal Year to Date Other Operating Expense
Ratio (2)
Annualized Regular
Cash Distribution Rate/Share, Declared (3)
Eligible for Reimbursement through
July 2015$3,412
$
$3,412
NM
$0.00000July 31, 2018$3,412
$(1,706)$(1,706)$
NMNAJuly 31, 2018
August 201534,437

34,437
NM
$0.96080August 31, 201834,437
(17,219)(17,218)
NM$0.96080
August 31, 2018
September 201535,102

35,102
NM
$1.92161September 30, 201835,102
(17,551)
17,551
NM$1.92161
September 30, 2018
October 201529,802

29,802
249.22%$1.92161October 31, 201829,802
(14,901)
14,901
249.22%1.75%$1.92161
October 31, 2018
November 201533,096

33,096
44.90%$1.92161November 30, 201833,096
(16,548)
16,548
44.90%1.75%$1.92161
November 30, 2018
December 20155,468

5,468
5.58%$1.92161December 31, 20185,468
(2,734)
2,734
5.58%1.75%$1.92161
December 31, 2018
January 201628,793

28,793
23.94%$1.92161January 31, 201928,793
(14,397)
14,396
23.94%1.75%$1.92161
January 31, 2019
February 201627,113

27,113
22.70%$1.92161February 28, 201927,113
(13,557)
13,556
22.70%1.75%$1.92161
February 28, 2019
March 201670,036

70,036
9.67%$1.80180March 31, 201970,036
(35,018)(5,982)29,036
9.67%1.75%$1.80180
March 31, 2019
April 201651,100

51,100
1.90%$1.81792April 30, 201951,100
(25,550)
25,550
1.90%1.75%$1.81792
April 30, 2019
May 201669,599

69,599
1.01%$1.81792May 31, 201969,599
(34,800)
34,799
1.01%1.75%$1.81792
May 31, 2019
June 201673,382

73,382
0.55%$1.81792June 30, 201973,382
(36,691)
36,691
0.55%1.75%$1.81792
June 30, 2019
July 201690,050

90,050
0.48%$1.81792July 31, 201990,050
(45,025)
45,025
0.48%1.75%$1.81792
July 31, 2019
August 201649,443

49,443
0.40%$1.81792August 31, 201949,443
(24,722)
24,721
0.40%1.75%$1.81792
August 31, 2019
September 2016(87,024)
(87,024)0.32%$1.81792September 30, 2019(87,024)43,512

(43,512)0.32%1.75%$1.81792
September 30, 2019
October 2016114,400
(57,200)
57,200
0.24%1.75%$1.81792
October 31, 2019
November 2016146,955
(73,478)
73,477
0.21%1.75%$1.81792
November 30, 2019
December 201671,395
(35,698)
35,697
0.13%1.75%$1.81792
December 31, 2019
January 2017118,626
(59,313)
59,313
0.24%1.75%$1.81792
January 31, 2020
February 201782,700
(41,350)
41,350
0.19%1.75%$1.81792
February 29, 2020
March 2017109,908
(54,954)
54,954
0.19%1.75%$1.81792
March 31, 2020
April 201760,900
(30,450)
30,450
0.14%1.75%$1.81792
April 30, 2020
May 201790,669
(45,335)
45,334
0.13%1.75%$1.81792
May 31, 2020
June 2017109,012
(54,506)
54,506
0.19%1.75%$1.81792
June 30, 2020
July 2017



0.11%1.75%$1.81792
July 31, 2020
August 201757,161
(28,581)
28,580
0.11%1.75%$1.81792
August 31, 2020
September 20173,055


3,055
0.05%1.70%$1.81792
September 30, 2020
Total$513,809
$
$513,809
  $1,478,590
$(737,772)$(24,906)$715,912
   
______________________
(1)In September 2016, CCA and Guggenheim's year-to-date expense support obligation was reduced after adjusting for the Master Fund's periodic distributions to the Company and a decrease in estimated professional services fees.
(2)Other operating expenses include all expenses borne by the Company excluding organization and offering costs, an investment advisory fee, a performance-based incentive fee, financing fees and costs, and interest expense. "NM" means not measurable in these months due to the absence of a positive value for Average Net Assets.
(2)(3)"Annualized Regular Cash Distribution Rate/Share, Declared" equals the annualized rate of average weekly distributions per Share that were declared with record dates in the subject month immediately prior to the date the expenses support payment obligation was incurred by the Advisors. Regular cash distributions do not include declared special cash or share distributions, if any.
(3)In September 2016, the Advisors' year-to-date expense support obligation was reduced after adjusting for the Master Fund's periodic distributions to the Company and a decrease in estimated professional services fees.
Notes to Financial Statements (Unaudited)


incurred by CCA and Guggenheim. Regular cash distributions do not include declared special cash or share distributions, if any. "NA" means not applicable since no shares were outstanding and therefore no distributions were declared by the Company's Board.

Summary of Related Party Transactions for the Three and Nine Months Ended September 30, 20162017 and for the period from July 31, 2015 (inception) to September 30, 20152016
The following table presents the related party fees, expenses, and transactions, for the three and nine months ended September 30, 2016 and for the period from July 31, 2015 (inception) to September 30, 2015;excluding related party transactions between the Company and the Master Fund in connection with Common Shares purchases, sales and distributions, are disclosed elsewhere in financial statements:for the three and nine months ended September 30, 2017 and September 30, 2016.
Related Party Source Agreement & Description Three Months Ended September 30, 2016 Period from July 31, 2015 (inception) to September 30, 2015 Nine Months Ended September 30, 2016 Period from July 31, 2015 (inception) to September 30, 2015
Advisor Administrative Services Agreement - expense reimbursement $59,258
 $
 $213,009
 $
Dealer Manager Dealer Manager Agreement - dealer manager fees $116,602
 $
 $255,695
 $
Advisors O&O Agreement - organization expenses reimbursements $19,475
 $
 $97,631
 $
Advisors O&O Agreement - offering expenses reimbursements $59,029
 $
 $59,029
 $
Advisors Expense Support Agreement - expense support to (from) related parties $52,469
 $71,950
 $372,492
 $71,950
    Three Months Ended September 30, Nine Months Ended September 30,
Related Party Source Agreement & Description 2017 2016 2017 2016
CCA Prior Administrative Services Agreement - expense reimbursement $46,683
 $59,258
 193,429
 $213,009
Guggenheim Administrative Services Agreement - expense reimbursement $11,869
 $
 $11,869
 $
Dealer Manager (Carey Financial) Dealer Manager Agreement - dealer manager fees $8,550
 $116,602
 $477,277
 $255,695
CCA & Guggenheim O&O Agreements - organization expenses reimbursements $
 $19,475
 $
 $97,631
CCA & Guggenheim O&O Agreements - offering expenses reimbursements $5,600
 $59,029
 $327,379
 $59,029
CCA & Guggenheim Prior Expense Support Agreements - expense support from related parties $60,217
 $52,469
 $632,031
 $372,492
Guggenheim Expense Support Agreement - expense reimbursement to related parties $24,906
 $
 $24,906
 $
Indemnification
The Administrative Services Agreement provides certain indemnification to the Administrator,Guggenheim, its directors, officers, persons associated with the Administrator,Guggenheim, and its affiliates. In addition, the Company's Declaration of Trust, as amended, provides certain indemnifications to its officers, trustees, agents, and certain other persons. The Dealer Manager Agreement provides for certain indemnifications from the Company (with respect to the primary offering of its Common Shares) to the Dealer Manager,GFD, any selected dealers and their respective officers, directors, employees, members, affiliates, agents, representatives, and, if any, each person who controls such person or entity within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Such indemnifications are subject to certain limitations as provided for in the Company’s Declaration of Trust and the North American Securities Administrators Association Guidelines and are considered customary by management. As of September 30, 2016,2017, management believes that the risk of incurring any losses for such indemnification is remote.
Note 5. Common Shares
The Company's Registration Statement pertaining to its initial public offering of 37,500,000 Common SharesPublic Offering was declared effective on July 31, 2015. Effective February 26, 2016, the Company effected a reverse stock split of the Company's outstanding Common Shares. Each issued and outstanding Common Share then outstanding was converted into 0.3480 Common Shares. Additionally, the total number of authorized Common Shares was also reduced, on a 1.0-for-0.3480 basis, from 1,000,000,000 to 348,000,000 Common Shares. The par value of Common Shares was unchanged.
For the nine months ended September 30, 2017, the public offering price of the Company's Common Shares ranged from $26.60 per Common Share to $26.90 per Common Share. For the nine months ended September 30, 2016, the public offering price of the Company's Common Shares ranged from a low of $25.00 per Common Share to a high of $26.30 per Common Share, restated for the reverse stock split prior to February 26, 2016. From July 31, 2015 (inception) through September 30, 2015 there were no revisions to the public offering price.
Notes to Financial Statements (Unaudited)

The following table summarizes the total Common Shares issued before repurchase activity and proceeds received in connection with the Company's Public Offering for (i) the nine months ended September 30, 20162017 and (ii) the period commencing on July 31, 2015 and ending September 30, 2016:2017:
Notes to Financial Statements (Unaudited)


Nine Months Ended
September 30, 2016
 Inception through
September 30, 2016
Nine Months Ended September 30, 2017 Inception through September 30, 2017
Shares Amount Shares AmountShares Amount Shares Amount
Gross proceeds from offering534,999
 $13,532,935
 539,833
 $13,657,935
809,688
 $21,538,730
 1,587,430
 $41,431,640
Dealer Manager fees and commissions
 (255,695) 
 (255,695)
Dealer Manager fees
 (477,277) 
 (867,272)
Net proceeds to the Company534,999
 13,277,240
 539,833
 13,402,240
809,688
 21,061,453
 1,587,430
 40,564,368
Reinvestment of distributions6,527
 164,024
 6,535
 164,239
39,150
 1,016,921
 52,334
 1,351,415
Net proceeds from offering541,526
 $13,441,264
 546,368
 $13,566,479
848,838
 $22,078,374
 1,639,764
 $41,915,783
Average net proceeds per Common Share$24.82 $24.83$26.01 $25.56
On July 29, 2016,Repurchase of Common Shares
The following table is a summary of the share repurchases completed during the nine months ended September 30, 2017:
Tender Offer Termination Date Total Number of Shares Offered to Repurchase Total Number of Shares Repurchased Total Consideration No. of Shares Repurchased / Total Offer Tender Offer Price per Share
March 3, 2017 7,995
 
 $
 % $25.75
June 19, 2017 13,815
 10,776
 279,647
 78.0% $25.95
Sept. 20, 2017 (1)
 21,105
 39,579
 1,025,874
 187.5% $25.92
Total 42,915
 50,355
 $1,305,521
 117.3%  
(1) The Company filed a tender offer statement with the SEC on Schedule TO. The Company offered to purchase up to 1,602 Common21,105 Shares at a cash priceon August 16, 2017. After the termination of $24.60 per Common Share. The tenderthe Company's purchase offer expired on September 9, 2016; no shares20, 2017, the Company's Board approved the purchase of all Shares that were tendered for purchase by the Company.validly tendered.
Note 6. Distributions
The followingCompany's Board declared distributions for 10 and 13 record dates, respectively, for the three months ended September 30, 2017 and 2016. Declared distributions are paid monthly. The total and the sources of declared distributions on a GAAP basis for the three months ended September 30, 2017 and 2016 are presented in the table presents the cashbelow (in thousands, except per share amounts).
  Three Months Ended September 30,
  2017 2016
  Per Share Amount Allocation Per Share Amount Allocation
Total Declared Distributions $0.45
 $734,166
 100.0% $0.45
 $196,827
 100.0%
From net investment income 0.35
 569,080
 77.5% 0.38
 168,019
 85.4%
Distributions in excess of net investment income 0.10
 165,086
 22.5% 0.07
 28,808
 14.6%
The Company's Board declared distributions per Common Share per week that the Company paid on its Common Shares duringfor 36 and 39 record dates, respectively, for the nine months ended September 30, 2017 and 2016. NoDeclared distributions wereare paid or accrued duringmonthly. The total and the period from July 31, 2015 (inception) throughsources of declared distributions on a GAAP basis for the nine months ended September 30, 2015:2017 and 2016 are presented in the table below (in thousands, except per share amounts).
Record Date Payment Date Declared Distribution Per Share per Record Date Declared Distribution Per Share per Payment Date Total Distribution (including Reinvested Distributions)
January 5, 12, 19, 26 January 27 $0.036954
 $0.147816
 $715
February 2, 9, 16, 23 February 24 0.036954
 0.147816
 715
March 1, 8, 15, 22, 29 March 30 0.034650
 0.173250
 4,451
April 5, 12, 19, 26 April 27 0.034960
 0.139840
 11,104
May 3, 10, 17, 24, 31 June 1 0.034960
 0.174800
 28,252
June 7, 14, 21, 28 June 29 0.034960
 0.139840
 35,233
July 5, 12, 19, 26 July 27 0.034960
 0.139840
 47,719
August 2, 9, 16, 23, 30 August 31 0.034960
 0.174800
 76,950
September 6, 13, 20, 27 September 28 0.034960
 0.139840
 72,158
Total     $1.377842
 $277,297
  Nine Months Ended September 30,
  2017 2016
  Per Share Amount Allocation Per Share Amount Allocation
Total Declared Distributions $1.36
 $1,766,952
 100.0% $1.38
 $277,297
 100.0%
From net investment income 1.12
 1,465,982
 83.0% 0.84
 172,975
 62.4%
Distributions in excess of net investment income 0.24
 300,970
 17.0% 0.54
 104,322
 37.6%
Note 7. Commitments and Contingencies
Notes to Financial Statements (Unaudited)


Organization and Offering Expense Reimbursement Agreement
As of September 30, 2017, Guggenheim had incurred organization and offering costs on behalf of the Company, net of reimbursements received from the Company, in the approximate amount of $1.1 million. Under the terms of the O&O Agreement, as described in Note 4. Related Party Agreements and Transactions, the Company is obligated to reimburse Guggenheim for these organization and offering expenses solely in connection with the capital raise activity of its Public Offering.
Note 7.8. Earnings Per Common Share
The following information sets forth the computation of basic and diluted net increase in net assets resulting from operations (i.e., earnings per Common Share) for the three and nine months ended September 30, 2016: 2017 and September 30, 2016.
 Three Months Ended Nine Months Ended Three Months Ended September 30, Nine Months Ended September 30,
 September 30, 2016 September 30, 2016 2017 2016 2017 2016
Net increase in net assets resulting from operations $417,411
 $511,809
 $605,496
 $417,411
 $1,693,686
 $511,809
Weighted average Common Shares outstanding - basic and diluted 436,876
 206,603
 1,615,085
 436,876
 1,304,409
 206,603
Earnings per Common Share - basic and diluted (1)
 $0.96
 $2.48
 $0.37
 $0.96
 $1.30
 $2.48
______________________
(1)Earnings per Common Share, both basic and diluted, were equivalent during the periodin all periods because there were no outstanding Common Share equivalents outstanding in the period.equivalents.
Notes to Financial Statements (Unaudited)


Note 8.9. Financial Highlights
The following per Common Share data and financial ratios have been derived from information provided in the financial statements. The following is a schedule of financial highlights during the nine months ended September 30, 2016; the financial highlights for the period from July 31, 2015 (inception) to2017 and September 30, 2015 have been omitted from these unaudited financial statements since the Company had not sold any Common Shares and it had not started investment operations as of September 30, 2015.2016.
Nine Months EndedNine Months Ended September 30,
September 30, 20162017 2016
PER COMMON SHARE OPERATING PERFORMANCE    
Net asset value, beginning of period$24.42
$25.75
 $24.42
Net investment income (1)
0.84
1.12
 0.84
Net realized gains0.04
 
Net unrealized gains (2)
1.17
0.25
 1.17
Net increase resulting from operations2.01
1.41
 2.01
Distributions to common shareholders    
Distributions from net investment income (3)
(0.84)(1.12) (0.84)
Distributions in excess of net investment income (3)
(0.54)(0.24) (0.54)
Net decrease resulting from distributions(1.38)(1.36) (1.38)
Capital Share Transactions 
Capital Share transactions   
Issuance of Common Shares above net asset value (4)
0.20
0.06
 0.20
Repurchase of Common Shares(0.02) 
Net increase in net assets resulting from capital share transactions0.20
0.04
 0.20
Net asset value, end of period$25.25
$25.84
 $25.25
    
INVESTMENT RETURNS    
Total investment return-net price (5)
8.33 %5.44 % 8.33 %
Total investment return-net asset value (6)
9.32 %5.66 % 9.32 %
    
RATIOS/SUPPLEMENTAL DATA    
Net assets, end of period$13,793,999
$41,064,037
 $13,793,999
Average net assets (7)
$5,323,027
$33,403,670
 $5,323,027
Common Shares outstanding, end of period546,368
1,589,409
 546,368
Weighted average Common Shares outstanding206,603
1,304,409
 206,603
Ratios-to-average net assets: (7)(8)
 
Net investment income3.25 %
Ratios-to-average net assets: (7) (8)
   
Total expenses8.91 %2.02 % 8.91 %
Effect of expense reimbursement from Advisors(7.00)%(1.82)% (7.00)%
Net expenses1.91 %0.20 % 1.91 %
Net investment income4.39 % 3.25 %
_____________________
(1)The per Common Share data was derived by using the weighted average Common Shares outstanding during the period.
(2)The amount shown at this caption is the balancing figure derived from the other figures in the schedule. The amount shown at this caption for a Common Share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s Common Shares in relation to fluctuating market values for the portfolio.
(3)The per Common Share data for distributions is the actual amount of distributions paid or payable per Common Share outstanding during the entire period; distributions per Common Share are rounded to the nearest $0.01.
(4)The continuous issuance of Common Shares may cause an incremental increase in net asset value per Share due to the sale of Shares at the then prevailing public offering price and the receipt of net proceeds per share by the Company in excess of net asset value per Share on each subscription closing date. The per share data was derived by computing (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share transaction date multiplied by (B) the differences between the net proceeds per share and the net asset value per share on each share transaction date, divided by (ii) the total shares outstanding at the end of the period.
Notes to Financial Statements (Unaudited)


(5)Total investment return-net price is a measure of total return for shareholders, assuming the purchase of the Company’s Common Shares at the beginning of the period and the reinvestment of all distributions declared during the period. More specifically, total investment return-net price is based on (i) the purchase of Common Shares at the net offering price on the first day of the period, (ii) the sale at the net asset value per Common Share on the last day of the period, of (A) purchased Common Shares plus (B) any Common Shares issued in connection with the reinvestment of distributions, and (iii) distributions payable relating to the ownership of Common Shares, if any, on the last day of the period. The total investment return-net price calculation assumes that (i) cash distributions are reinvested in accordance with the Company’s distribution reinvestment plan and (ii) the Common Shares issued pursuant to the distribution reinvestment plan are issued at the then net offering price per Common Share on each distribution payment date. Since there is no public market for the Company’s Common Shares, then the terminal sales price per Common Share is assumed to be equal to net asset value per Common Share on the last day of the period presented. Total investment return-net price is not annualized. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company’s Common Shares. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Total investment return-net price is not annualized.
(6)Total investment return-net asset value is a measure of the change in total value for shareholders who held the Company’s Common Shares at the beginning and end of the period, including distributions declared during the period. Total investment return-net asset value is based on (i) net asset value per share on the first day of the period, (ii) the net asset value per share on the last day of the period, plus any shares issued in connection with the reinvestment of monthly distributions, and (iii) distributions payable relating to the ownership of shares, if any, on the last day of the period. The total investment return-net asset value calculation assumes that (i) monthly cash distributions are reinvested in accordance with the Company’s distribution reinvestment plan and (ii) the shares issued pursuant to the distribution reinvestment plan are issued at the then current public offering price, net of sales load, on each monthly distribution payment date. Since there is no public market for the Company’s shares, terminal market value per share is assumed to be equal to net asset value per share on the last day of the period presented. Total investment return-net asset value is not annualized. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company’s Common Shares. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Total investment return-net asset value is not annualized.
(7)The computation of average net assets during the period is based on averaging the amount on the first day of the first month of the period and the last day of each month during the period. Ratios-to-averageRatios to average net assets, expressed as a percentage, are not annualized.
(8)The ratios-to-average net assets do not include any proportionate allocation of income and expenses incurred at the Master Fund.
Note 9.10. Subsequent Events
The Company issued 77,993 Common Shares subsequent to September 30, 2016 through and including November 8, 2016, resulting in a $2.0 million increase in equity capital.
On September 29, 2016, the Company’s Board of Trustees declared distributions of $0.03496 per Share per week for four record dates beginning on October 4, 2016 through and including October 25, 2016.    On October 31, 2016,20, 2017, a new investment advisory agreement between the Company’s BoardMaster Fund and Guggenheim was approved by a majority (as such term is defined in the 1940 Act) of Trustees declared distributionsthe votes cast by shareholders. The new investment advisory agreement replaced the Interim Investment Advisory Agreement effective as of $0.03496 per Share per week for five record dates beginning on November 1, 2016 through and including November 29, 2016.
On November 10, 2016, the Company filed a tender offer statement with the SEC on Schedule TO. The Company offered to purchase up to 4,038 Common Shares at a cash price of $25.25 per Common Share. The tender offer will expire on December 19, 2016 at 5:00 PM, central time.October 20, 2017.


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The information contained in this item should be read in conjunction with our financial statements and related notes thereto appearing elsewhere in this Report. Unless otherwise noted, the terms "we," "us," and "our" refer to CareyGuggenheim Credit Income Fund - I. The Term "Master Fund" refers to CareyGuggenheim Credit Income Fund. Capitalized terms used in this Item 2 have the same meaning as in the accompanying unaudited financial statements presented in Part I. Item 11. Financial Statements (unaudited)., unless otherwise defined herein.
Overview
We are a feeder fund and we are affiliated with the Master Fund, which is a specialty finance investment company that has elected to be treated as a BDC under the 1940 Act. The Master Fund is externally managed by the Advisors,Guggenheim, which areis 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. The Master Fund's management discussion and analysis of financial condition and results of operations as presented in its quarterly report should be read in its entirety.
Investment Objectives and Investment Program
Our investment objectives are to provide our shareholders with current income, capital preservation, and, to a lesser extent, long-term capital appreciation.
We intend to meet our investment objectives by investing substantially all of our equity capital in the Master Fund. The Master Fund's investment objectives are the same as our own. The Master Fund's investment strategy is focused on creating and growing an investment portfolio that generates superior risk-adjusted returns by carefully selecting investments through rigorous due diligence and actively managing and monitoring our investment portfolio. When evaluating an investment and the related portfolio company, the Master Fund uses the resources of its AdvisorsGuggenheim to develop an investment thesis and a proprietary view of a potential portfolio company’s intrinsic value. We believe the Master Fund's flexible approach to investing allows it to take advantage of opportunities that offer favorable risk/reward characteristics.
The Master Fund primarily focuses on the following range of investment types that may be available within the capital structure of portfolio companies:
Senior DebtDebt.. Senior debt investments generally take a security interest in the available assets of the portfolio company, including equity interests in any of its subsidiaries. These senior debt classifications include senior secured first lien loans, senior secured second lien loans, senior secured bonds and senior secured bonds.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 DebtDebt.. Subordinated debt investments are generally 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 sporadic dividends, and realized gains on dispositions of such investments.
The Master Fund's investment activities may vary substantially from period to period depending on many factors, including: the demand for capital from creditworthy privately owned U.S. companies, the level of merger, acquisition, and refinancing activity involving private companies, the availability of credit to finance transactions, the general economic environment, the competitive investment environment for the types of investments the Master Fund currently seeks and intends to seek in the future, the amount of equity capital the Master Fund raises from the sale of its common shares to us and any other feeder funds, and the amount and cost of capital that the Master Fund may borrow.
The Master Fund acquires its portfolio investments through the following investment access channels:
Direct Originations: The Master Fund sources originated investments through the relationship networks of our Advisors.Guggenheim. Such investments are originated or structured for the Master Fund or made by the Master Fund and are not generally available to the broader investment market. These investments may include both debt and equity investment components.
Primary Issuance: The Master Fund also participates 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 other investment intermediaries other than our Advisors.Guggenheim.
Secondary Market Transactions: In certain circumstances the Master Fund will also invest in broadly syndicated loans, high yield credit markets, and other investments that are generally owned by a wide range of investors and made available through various trading markets.
Revenues
We generate revenues primarily in the form of dividend income derived from our ownership of the Master Fund's common shares. Our revenues will fluctuate with the Master Fund's operating performance of the Master Fund and its distributiondistributions paid to us.


Operating Expenses
Our primary operating expenses include administrative services, related party reimbursements, custodian and accounting services, independent audit services, compliance services, tax services fees, legal services, transfer agent services, organization expenses and amortization of deferred offering expenses. Additionally, we indirectly bear the operating expenses of the Master Fund through our ownership of its common shares, such as an investment advisory fee, a performance-based incentive fee, independent audit services, third party valuation services, and various other professional services fees.
Results of Operations
We commenced investment operations on October 15, 2015; therefore there is no comparative income and investment related results recorded for the period from July 31, 2015 (inception) to September 30, 2015 in some of the tables below. Operating results for the three and nine months ended September 30, 2017 and September 30, 2016 were as follows:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
 For the Three Months Ended September 30, 2016 For the Nine Months Ended September 30, 20162017 2016 2017 2016
Total investment income $268,445
 $274,862
$757,400
 $268,445
 $1,535,280
 $274,862
Net expenses 100,426
 101,887
188,320
 100,426
 69,298
 101,887
Net investment income 168,019
 172,975
569,080
 168,019
 1,465,982
 172,975
Net change in unrealized appreciation on investment 249,392
 338,834
Net realized gain on investment58,092
 
 58,092
 
Net change in unrealized appreciation (depreciation)(21,676) 249,392
 169,612
 338,834
Net increase in net assets resulting from operations $417,411
 $511,809
$605,496
 $417,411
 $1,693,686
 $511,809
Investment Income
Investment income consisted solely of distributions from the Master Fund for the three and nine months ended September 30, 2016.2017 and September 30, 2016, respectively.
Operating Expenses
Operating expenses consisted of the following major components for the three and nine months ended September 30, 20162017 and for the period from July 31, 2015 (inception) to September 30, 2015:2016:
For The Three Months Ended September 30, For The Nine Months Ended September 30,
 For the Three Months Ended September 30, 2016 Period from July 31, 2015 (inception) to September 30, 2015 For the Nine Months Ended September 30, 2016 Period from July 31, 2015 (inception) to September 30, 20152017 2016 2017 2016
Administrative services $3,750
 $2,782
 $11,250
 $2,782
$3,750
 $3,750
 $11,250
 $11,250
Related party reimbursements 59,258
 
 213,009
 
58,552
 59,258
 205,298
 213,009
Trustees fees 3,000
 3,000
 3,000
 3,000
756
 3,000
 2,244
 3,000
Professional services fees 53,335
 66,168
 121,415
 66,168
41,108
 53,335
 140,551
 121,415
Offering expenses 6,333
 
 6,333
 
110,108
 6,333
 250,865
 6,333
Organization expenses 19,475
 
 97,631
 

 19,475
 
 97,631
Other expenses 7,744
 
 21,741
 
9,357
 7,744
 66,215
 21,741
Total operating expenses 152,895
 71,950
 474,379
 71,950
223,631
 152,895
 676,423
 474,379
Reimbursement of expense support24,906
 
 24,906
 
Less: Expense support from related parties (52,469) (71,950) (372,492) (71,950)(60,217) (52,469) (632,031) (372,492)
Net expenses $100,426
 $
 $101,887
 $
$188,320
 $100,426
 $69,298
 $101,887
The operating expenses presented above do not represent our normalized operations since we expect our variable operating expenses to increase asin tandem with increases in our equity capital base increases.and number of shareholders.
Related party reimbursements are comprised of the Company's allocable share of costs and expenses incurred by the AdministratorCCA or Guggenheim that were reimbursable. Reimbursable costs and expenses include, but are not limited to, the Company's share of salaries, rent, office administration, costs associated with regulatory reporting and filings, and costs related to the preparation for and conducting of meetings of the Company's Board of Trustees.Board. An investment advisory fee is only incurred by the Master Fund, although it is incurred indirectly by the Company.


The compositionCompany through its ownership of our administrative and professional services fees for the three and nine months ended September 30, 2016 and 2015 was as follows:
  For the Three Months Ended September 30, 2016 Period from July 31, 2015 (inception) to September 30, 2015 For the Nine Months Ended September 30, 2016 Period from July 31, 2015 (inception) to September 30, 2015
Accounting services $1,875
 $1,391
 $5,625
 $1,391
Administration services 1,875
 1,391
 5,625
 1,391
Total administrative services $3,750
 $2,782
 $11,250
 $2,782
         
Audit expense $26,547
 $43,117
 $79,063
 $43,117
Compliance officer fees 5,400
 
 16,200
 
Legal fees 19,588
 20,233
 20,752
 20,233
Tax services 1,800
 2,818
 5,400
 2,818
Total professional services fees $53,335
 $66,168
 $121,415
 $66,168
Master Fund common shares.
Net Realized Gain (Loss) from Master Fundon Investment
For the three and nine months ended September 30, 20162017 we had realized gains of $58,092 and for$58,092, respectively, as a result of our sale of Master Fund Shares.
For the period from July 31, 2015 (inception) tothree and nine months ended September 30, 2015,2016, we did not sell any shares of the Master Fund and therefore we incurred nodid not incur any realized gains or losses on our investment in the Master Fund shares.Fund.

Changes in Unrealized Appreciation (Depreciation)
For the three and nine months ended September 30, 2017, the total net change in unrealized appreciation (depreciation) on our investment in the Master Fund Investment
was $(21,676) and $169,612, respectively. For the three and nine months ended September 30, 2016, the total net change in unrealized appreciation on our investment in the Master Fund was $249,392 and $338,834, respectively.
Cash Flows for the Nine Months Ended September 30, 2017 and September 30, 2016 and
For the nine months ended September 30, 2017, net cash used in operating activities was $18,990,643. Cash flows used in operating activities for the period from July 31, 2015 (inception) tonine months ended September 30, 20152017 were primarily due to the Company's investments in Master Fund common shares.
For the nine months ended September 30, 2016, and for the period from July 31, 2015 (inception) to September 30, 2015, net cash provided by (used in)used in operating activities was ($13,008,888) and $15,924, respectively.$13,008,888. Cash flows used in operating activities for the nine months ended September 30, 2016, waswere primarily due to the Company's investmentsinvestment in the Master Fund.Fund common shares.
Net cash provided by financing activities was $13,163,967$19,005,901 during the periodnine months ended September 30, 2017, primarily represented by proceeds from issuance of Common Shares of $21,061,453. Net cash provided by financing activities was $13,163,967 for the nine months ended September 30, 2016, primarily represented by proceeds from issuance of Common Shares of $13,277,240.
Financial Condition, Liquidity and Capital Resources
Our primary sources of cash include (i) the sale of our Common Shares, (ii) our shareholders' reinvestment of their distributions, (iii) distributions received from our ownership of the Master Fund's common shares, and (iv) expense reimbursement payments from the AdvisorsCCA (from July 2015 to August 2017) and Guggenheim pursuant to the Expense Support Agreement. Our primary uses of cash include (i) investment in the Master Fund's common shares, (ii) payment of operating expenses, (iii) cash distributions to our shareholders, and (iv) periodic repurchases of our Common Shares pursuant to our periodic share repurchase program. We doare not intendpermitted to issue any senior securities, including preferred securities.
We manage our assets and liabilities such that current assets are sufficient to cover current liabilities. All remaining cash in excess of net working capital is regularly invested in the Master Fund's common shares of the Master Fund.shares.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements as of September 30, 20162017 and December 31, 2015.2016.
Critical Accounting Policies
TheThe preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. We believe that the estimates and assumptions utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. Our significant accounting policies are described in Note 2. Significant Accounting Policies.
Valuation of Investments
We invest substantially all of our equity capital in the purchase of common shares of the Master Fund. As such, weWe determine the fair value of our investment in the Master Fund as the Master Fund's net asset value per common share (as determined by the Master Fund) multiplied by the number of Master Fund common shares that we own.



Contractual Obligations
We have not entered into any agreements under which we have material future commitments that cannot otherwise be terminated within a reasonable time period.
Obligations to Pay Distributions
Our Board of Trustees has declared distributions on Common Shares that will becomeare payable to shareholders of record after September 30, 2016. The obligation cannot be measured since it is dependent on the future sale of Common Shares prior to each record date and the total number of Shares outstanding on each record date.2017. The declared distribution rates per Common Share for the period after September 30, 20162017 are summarized as follows:
2016 Record Dates2016 Payment DatesDeclared Distribution per Share per Record Date
October 4, 11, 18 and 25October 26$0.03496
November 1, 8, 15, 22 and 29November 300.03496
2017 Record Dates 2017 Payment Dates Declared Distribution per Share per Record Date
October 31 November 1 $0.15370
November 28 November 29 $0.15370


Related Party Agreements and Transactions
We have entered into agreements with the Advisor,Guggenheim, and certain of its affiliates, and GPIMbroker-dealer affiliate, whereby we agreed to (i) receive expense support payments, (ii) reimburse certain expenses of, and to pay for, administrative services, expense support, organization and offerings costs incurred on our behalf and (iii) compensate for capital market services in connection with the marketing and distribution of our Shares. See Note 4. Related Party Agreements and Transactions for a discussion of the related party agreements and transactions and expense reimbursement agreements.
Reimbursement to the Advisorsof CCA and Guggenheim for Organization and Offering Expenses
SeeNote 4. Related Party Agreements and TransactionsTransactions..
Reimbursement toof the Administrator for Administrative Services
We reimburse the Administrator for its expenses in connection with the provision of administrative services to us. However, suchThese reimbursement will be made at an amount equal toexpenses are periodically reviewed and approved by the lowerindependent trustees committee of the Administrator's 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 the Administrator for rent, depreciation, utilities, capital equipment, or other administrative items allocated to a controlling person of the Administrator.our Board. See Note 4. Related Party Agreements and Transactions for a summary of reimbursable expenses as related to administrative services.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk
We are subject to financial market risks, including changes in interest rates through our investment in the Master Fund. As of September 30, 2016, 93.2%2017, 90.4% of the Master Fund's debt investments, or approximately $205.4$344.2 million measured at fair value, isare subject to variable interest rates. The Master Fund's sole credit facility is also subject to changes in its 3-Month London Interbank Offered Rate ("LIBOR") base rate. A rise in the general level of interest rates can be expected to lead to (i) higher interest income for the Master Fund's variable rate debt investments, (ii) value declines for fixed rate investments the Master Fund may hold, and (iii) higher interest expense in connection with the Master Fund's floating rate credit facility. To the extent that a majority of the Master Fund's investments may be in variable rate investments, an increase in interest rates could also make it more difficult for borrowers to repay their loans, and a rise in interest rates may also make it easier for the Advisors to meet or exceed the quarterly threshold for a performance-based incentive fee as described in Note 5.4. Related Party Agreements and Transactions of the Master Fund's unauditedaudited consolidated financial statements.
Based on our investment position in the Master Fund as of September 30, 2016,2017, the following table presents the approximate annualized increase (decrease) in value per outstanding Common Share due to (i) interest income from the Master Fund's investment portfolio and (ii) interest expense on the Master Fund's floating rate borrowings, directly resulting from hypothetical changes in base rate interest rates (e.g., LIBOR), assuming no changes in (i) the number of outstanding Common Shares, (ii) the number of outstanding Master Fund Shares, (iii) our percent ownership of Master Fund shares and (iv) that changes in the Master Fund's net investment income are immediately passed on to Master Fund's shareholders, including us:
Basis Points (bps) Increase Net Increase (Decrease) per Share Net Increase per Share
+50 bps $(0.03) $0.08
+100 bps 0.01
 0.16
+150 bps 0.05
 0.25
+200 bps 0.09
 0.33


Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Exchange Act, is recorded, processed, summarized, and reported within the required time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.
Our chief executive officer and chief financial officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2016,2017, have concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, were effective as of September 30, 20162017 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 September 30, 2016,At November 1, 2017, we were not subject to any material legal proceedings, and,nor, to our knowledge, there were nois any material legal proceedingsproceeding threatened against us.
From time to time, we, or our Administrator,administrator, may be a party to certain legal proceedings in the ordinary course of, or incidental to the normal course of, our business, including legal proceedings related to the enforcement of our rights under contracts with our portfolio companies. While legal proceedings, lawsuits, claims, and regulatory proceedings are subject to many uncertainties and their ultimate outcomes are not predictable with assurance, the results of these proceedings are not expected to have a material adverse effect on our consolidated financial position or results of operations.
Item 1A. Risk Factors.
As of September 30, 2016,2017, there have been no material changes from the risk factors set forth in our Form 10-K dated and filed with the SEC on March 28, 2016.22, 2017.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a)    None
(b)    None
(c)    The following table provides information concerning our repurchases of Common Shares pursuant to our share repurchase program during the quarter ended 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 39,579
 $25.92
 21,105
 
Total 39,579
   21,105
 
______________________
(1)
A description of the maximum number of Common Shares that may be repurchased under our share repurchase program is set forth in Note 5. Common Shares to our unaudited financial statements included herein.
Item 5. Other InformationInformation.
None.
Item 6. ExhibitsExhibits.
The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.



SIGNATURES
Pursuant to the requirements of Section 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.
   
CAREYGUGGENHEIM CREDIT INCOME FUND - I
   
Date:November 14, 20169, 2017By:/s/ Mark J. DeCesarisMatthew S. Bloom  
   MARK J. DECESARISMATTHEW S. BLOOM
   Chief Executive Officer and President
   (Principal Executive Officer)
   
Date:November 14, 20169, 2017By:/s/ Paul S. Saint-Pierre        
   PAUL S. SAINT-PIERRE
   Chief Financial Officer
   (Principal Financial Officer)





EXHIBIT INDEX

The following exhibits are filed or incorporated as part of this Report.
3.1
 
   
3.2
  
  
3.3
 
3.4
   
4.1
 
   
10.1
  
  
10.2
 
10.3
  
10.310.4
 
   
10.410.5
 
10.5
Form of Selected Dealer Agreement (revised Exhibit A to Amended and Restated Dealer Manager Agreement). (Incorporated by reference to Exhibit 99(d) filed with Post-Effective Amendment No. 3 to the Registrant's registration statement on Form N-2 (File No. 333-198667) filed on May 10, 2016.)

   
10.6
 
10.7
10.8
   
10.710.9
 
10.10
   
10.810.11
 


10.12
10.13
14.1
14.2
14.3
   
31.1
  
   
31.2
  
   
32
  
99
 
*    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.




22
24