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EX-99 - CAREY CREDIT INCOME FUND FORM 10-Q - GUGGENHEIM CREDIT INCOME FUND 2019ex99ccifq2201710q.htm
EX-32 - 906 CERTIFICATION - GUGGENHEIM CREDIT INCOME FUND 2019ccifisection906certofceoan.htm
EX-31.2 - EXHIBIT 31.2 CFO 302 CERTIFICATION - GUGGENHEIM CREDIT INCOME FUND 2019ccifisection302certofcfoq2.htm
EX-31.1 - EXHIBIT 31.1 CEO 302 CERTIFICATION - GUGGENHEIM CREDIT INCOME FUND 2019ccifisection302certofceoq2.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 814-01091
image0a64.jpg
CAREY CREDIT INCOME FUND - I
(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, New York, New York
 
10020
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (212) 492-1100
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, a smaller reporting company, or emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 ¨
  
Accelerated filer
 ¨
Non-accelerated filer
ý  Do not check if smaller reporting company
  
Smaller reporting company
 ¨
Emerging growth company
 ¨
 
 
 
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
The number of the Registrant's common shares outstanding as of August 4, 2017 was 1,617,517.









CAREY 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.
 
 
 
 
 
 

1







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, 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, that was filed on March 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, 2016, that was filed on March 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 Carey Credit Income Fund - I. All capitalized terms have the same meaning as defined in the Notes.

2


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited).
CAREY CREDIT INCOME FUND - I
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
 
June 30, 2017
 
December 31, 2016
Assets
 
 
 
Investment in Carey Credit Income Fund (4,760,471 shares purchased at a cost of $39,846,500 and 2,356,468 shares purchased at a cost of $19,315,500, respectively)
$
40,687,420

 
$
19,965,132

Cash
299,889

 
251,708

Due from Advisors
184,001

 
138,773

Dividend income receivable
168,530

 

Deferred offering costs
299,521

 
118,300

Total assets
$
41,639,361

 
$
20,473,913

 
 
 
 
Liabilities
 
 
 
Due to Advisors
$
19,047

 
$
17,136

Accrued professional services fees
67,291

 
42,461

Accrued offering expenses
91,715

 
35,968

Accounts payable, accrued expenses and other liabilities
29,334

 
13,898

Total liabilities
207,387

 
109,463

Commitments and contingencies (Note 7. Commitments and contingencies)
 
 
 
Net Assets
$
41,431,974

 
$
20,364,450

 
 
 
 
Components of Net Assets:
 
 
 
Common Shares, $0.001 par value, 348,000,000 Common Shares authorized, 1,598,715 and 790,926 Common Shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively
$
1,599

 
$
791

Paid-in-capital in excess of par value
40,841,597

 
19,830,285

Distributions in excess of net investment income
(252,142
)
 
(116,258
)
Net unrealized appreciation on investment
840,920

 
649,632

Total net assets
$
41,431,974

 
$
20,364,450

Net asset value per Common Share
$
25.92

 
$
25.75

See Unaudited Notes to Financial Statements.


3


CAREY CREDIT INCOME FUND - I
STATEMENTS OF OPERATIONS (UNAUDITED)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Investment Income
 
 
 
 
 
 
 
Dividends from investment in Carey Credit Income Fund
$
504,321

 
$

 
$
777,880

 
$
6,417

Total investment income
504,321

 

 
777,880

 
6,417

 
 
 
 
 
 
 
 
Operating Expenses (1)
 
 
 
 
 
 
 
Administrative services
3,751

 
3,750

 
7,500

 
7,500

Related party reimbursements
70,295

 
74,572

 
146,746

 
153,751

Trustees fees
748

 

 
1,488

 

Professional services fees
57,697

 
27,108

 
99,443

 
68,080

Offering expenses
88,442

 

 
140,757

 

Organization expenses

 
60,741

 

 
78,156

Printing and mailing expenses
20,170

 
7,647

 
25,059

 
7,647

Shareholder servicing expenses

 

 
20,000

 

Other expenses
7,033

 
3,771

 
11,799

 
6,350

Total operating expenses
248,136

 
177,589

 
452,792

 
321,484

Less: Expense support from related parties (See Note 4. Related Party Agreements and Transactions)
(260,581
)
 
(194,080
)
 
(571,814
)
 
(320,023
)
Net expenses
(12,445
)
 
(16,491
)
 
(119,022
)
 
1,461

Net investment income
516,766

 
16,491

 
896,902

 
4,956

 
 
 
 
 
 
 
 
Unrealized appreciation (depreciation) from investment in Carey Credit Income Fund
 
 
 
 
 
 
 
Net change in unrealized appreciation (depreciation) on investment
(31,870
)
 
89,855

 
191,288

 
89,442

Total unrealized appreciation (depreciation)
(31,870
)
 
89,855

 
191,288

 
89,442

Net increase in net assets resulting from operations
$
484,896

 
$
106,346

 
$
1,088,190

 
$
94,398

 
 
 
 
 
 
 
 
Per Common Share information:
 
 
 
 
 
 
 
Net investment income per Common Share outstanding - basic and diluted
$
0.39

 
$
0.10

 
$
0.78

 
$
0.05

Earnings per Common Share - basic and diluted
$
0.36

 
$
0.64

 
$
0.95

 
$
1.05

Weighted average Common Shares outstanding - basic and diluted
1,336,542

 
166,967

 
1,146,496

 
90,202

Distributions per Common Share
$
0.45

 
$
0.45

 
$
0.91

 
$
0.92

______________
(1)
Operating expenses solely represent the Company's operating expenses and do not include the Company's proportionate share of the Master Fund's operating expenses.
See Unaudited Notes to Financial Statements.


4


CAREY CREDIT INCOME FUND - I
STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
 
Six Months Ended June 30,
 
2017
 
2016
Operations
 
 
 
Net investment income 
$
896,902

 
$
4,956

Net change in unrealized appreciation
191,288

 
89,442

Net increase in net assets resulting from operations
1,088,190

 
94,398

Shareholder distributions:
 
 
 
Distributions from net investment income
(896,902
)
 
(4,956
)
Distributions in excess of net investment income
(135,884
)
 
(75,514
)
Net decrease in net assets from shareholder distributions
(1,032,786
)
 
(80,470
)
Capital share transactions:
 
 
 
Issuance of Common Shares
20,705,003

 
7,578,757

Reinvestment of shareholders distributions
586,764

 
46,443

Repurchase of Common Shares
(279,647
)
 

Net increase in net assets resulting from capital share transactions
21,012,120

 
7,625,200

Total increase in net assets
21,067,524

 
7,639,128

Net assets at beginning of period
20,364,450

 
118,223

Net assets at end of period
$
41,431,974

 
$
7,757,351

 
 
 
 
Capital share activity:
 
 
 
Common Shares outstanding at the beginning of the period
790,926

 
4,842

Common Shares issued from subscriptions
796,026

 
308,585

Common Shares issued from reinvestment of distributions
22,539

 
1,885

Repurchase of Common Shares outstanding
(10,776
)
 

Common Shares outstanding at the end of the period
1,598,715

 
315,312

Distributions in excess of net investment income at end of period
$
(252,142
)
 
$
(75,852
)
See Unaudited Notes to Financial Statements.


5


CAREY CREDIT INCOME FUND - I
STATEMENTS OF CASH FLOWS (UNAUDITED)
 
Six Months Ended June 30,
 
2017
 
2016
Operating activities
 
 
 
Net increase in net assets resulting from operations
$
1,088,190

 
$
94,398

Adjustments to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities:
 
 
 
Purchase of investments in Carey Credit Income Fund
(20,531,000
)
 
(7,542,500
)
Net change in unrealized depreciation on investment
(191,288
)
 
(89,442
)
(Increase) decrease in operating assets:
 
 
 
Due from Advisors
(45,228
)
 
(101,522
)
Dividend income receivable
(168,530
)
 
2,107

Deferred offering costs
(181,221
)
 

Increase in operating liabilities:
 
 
 
Due to Advisors
1,911

 
21,496

Accrued professional services fees
24,830

 
5,380

Accrued offering expenses
55,747

 

Accrued organization expenses

 
33,586

Accounts payable, accrued expenses and other liabilities
15,436

 
4,524

Net cash used in operating activities
(19,931,153
)
 
(7,571,973
)
 
 
 
 
Financing activities
 
 
 
    Issuance of Common Shares
$
20,705,003

 
$
7,578,757

    Distributions paid
(446,022
)
 
(34,027
)
    Repurchase of Common Shares
(279,647
)
 

Net cash provided by financing activities
19,979,334

 
7,544,730

 
 
 
 
Net increase (decrease) in cash
48,181

 
(27,243
)
Cash, beginning of period
251,708

 
41,241

Cash, end of period
$
299,889

 
$
13,998

Supplemental information:
 
 
 
Distributions reinvested
$
586,764

 
$
46,443

See Unaudited Notes to Financial Statements.


6

Notes to Financial Statements (Unaudited)


CAREY CREDIT INCOME FUND - I
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Principal Business and Organization
Carey 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 Carey 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. The Master Fund is externally managed by Carey Credit Advisors, LLC ( the "Advisor"), an affiliate of W. P. Carey Inc. ("WPC"), and Guggenheim Partners Investment Management, LLC ("GPIM") (collectively the "Advisors"), which are 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 registered as investment advisers with the U.S. Securities and Exchange Commission ("SEC"). The Advisor also provides the administrative services necessary for the operations of the Company 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 $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 Public Offering (see Note 5. Common Shares). As of June 30, 2017, the Company owned 16.37% 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.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities at the date of the financial statements, (ii) the reported amounts of income and expenses during the reported period and (iii) disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ materially from those estimates under different assumptions and conditions.
Cash
Cash consists of demand deposits held at a major U.S. financial institution and the amount recorded on the statements of assets and liabilities may exceed the Federal Deposit Insurance Corporation insured limit. Management believes the credit risk related to its demand deposits is minimal.
Valuation of Investments
The Company invests substantially all of its equity capital in the purchase of the Master Fund's common shares and its primary investment position is common shares of the Master Fund. The Company determines the fair value of the Master Fund's common shares as the Master Fund's net asset value per common share (as determined by the Master Fund) multiplied by the number of Master Fund common shares owned by the Company. The Company has implemented Accounting Standards Update ("ASU") 2015-07, which permits a reporting entity, as a practical expedient, to measure the fair value of certain investments using the net asset value per share of the investment.

7

Notes to Financial Statements (Unaudited)


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 from the Master Fund. 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 costs 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 has elected to be treated for federal income tax purposes, and intends to maintain its qualification, as a Regulated Investment Company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes dividends in a timely manner out of assets legally available for distributions to its shareholders of an amount generally at least equal to 90% of its “Investment Company Taxable Income,” 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'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
 
June 30, 2017
 
4,760,471

 
3,345,009

 
$
39,846,500

 
$
40,687,420

 
98.2
%
Carey 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 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 shares may be made except by registration of the transfer on the Master Fund's books. Each transferee will be required to execute

8

Notes to Financial Statements (Unaudited)


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 of the Company’s executive officers, except its chief executive officer and chief compliance officer, also serve as executive officers of the Advisor. Its chief executive officer also serves as chief executive officer of WPC, the Advisor's ultimate parent. The memberships of the Board of Trustees of the Company and the Master Fund 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 Advisor 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 on the Company's behalf. The Company has entered into an agreement with Carey Financial, LLC, a Delaware limited liability company (the "Dealer Manager"), an affiliate of the Advisor, to compensate 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) 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, the Company entered into an amended and restated administrative services agreement with the Advisor (the "Administrative Services Agreement") whereby the Advisor agreed to provide administrative services to the Company, including office facilities and equipment, and clerical, bookkeeping, and record-keeping services. More specifically, the Advisor, serving as the administrator (the "Administrator"), performs and oversees the Company's required administrative services, which include financial and corporate record-keeping, preparing and disseminating the Company's reports to its shareholders, and filing reports with the SEC. In addition, the Administrator assists in determining net asset value, oversees the preparation and filing of tax returns, oversees the payment of expenses and distributions, and oversees the performance of administrative and professional services rendered by others. For providing these services, facilities, and personnel, the Company reimburses the Administrator the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administrative Services Agreement.
The Administrative Services Agreement may be terminated at any time, without the payment of any penalty: (i) by the Company upon 60 days' written notice to the Administrator upon the vote of the Company's independent trustees, or (ii) by the Administrator upon not less than 120 days' written notice to the Company. Unless earlier terminated, the Administrative Services Agreement will remain in effect year to year if approved annually by a majority of the Company's Board of Trustees and the Company's Independent Trustees.
On May 11, 2017, the Company's Board of Trustees, including all of the Independent Trustees, approved the annual renewal of the Administrative Services Agreement.
Dealer Manager Agreement
On July 17, 2015, the Company initially entered into an amended and restated dealer manager agreement, as amended and restated (the "Dealer Manager Agreement") with the Dealer Manager and the Master Fund. Under the terms of the Dealer Manager Agreement, the Dealer Manager is to act on a best efforts basis as the exclusive dealer manager for (i) the Company's Public Offering and (ii) the public offering of common shares for future feeder funds affiliated with the Master Fund. The Company, not the Master Fund, is responsible for the compensation of the Dealer Manager pursuant to the terms of the Dealer Manager Agreement. The Dealer Manager Agreement may be terminated by the Company or the Dealer Manager upon 60 calender days' written notice to the other party. In the event that the Company or the Dealer Manager terminates the Dealer Manager Agreement with respect to the Company, the Dealer Manager Agreement will continue with respect to any other feeder fund.
On June 15, 2017, the Board of Directors of WPC approved a plan to exit all non-traded retail fundraising activities carried out by the Dealer Manager, its wholly-owned broker-dealer subsidiary, effective June 30, 2017, in keeping with WPC’s long-term strategy of focusing exclusively on net lease investing for its balance sheet. The Company, the Master Fund, and any other affiliated feeder funds are within the scope of WPC's plan to exit all non-retail fundraising activities.
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&O Agreement") with the Advisors. Under the O&O Agreement the Company reimburses the Advisors

9

Notes to Financial Statements (Unaudited)


for organization and offering expenses incurred on the Company's behalf, including, but not limited to, legal services, audit services, printer services, and the registration of securities under the Securities Act. The reimbursement of organization and offering expenses is conditional on the Company's receipt of equity capital from the sale of its Common Shares. Any such reimbursement will not exceed actual expenses incurred by the Advisors and their affiliates. The Advisors will be responsible for the payment of the Company's cumulative organization and offering expenses to the extent they exceed 1.5% of the aggregate proceeds from the sale of the Company's Common Shares, without recourse against or reimbursement by the Company.
As of June 30, 2017, the Advisors have incurred organization and offering costs on behalf of the Company, net of reimbursements received from the Company, in the approximate amount of $2.3 million. Under the terms of the O&O Agreement, the Company is obligated to reimburse the Advisors 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 the Advisors, with or without notice. The O&O Agreement shall automatically terminate in the event of (i) the termination by the Master Fund of the investment advisory agreement between the Master Fund and the Advisor, or (ii) the Master Fund's Board of Trustees makes the determination to dissolve or liquidate the Master Fund.
Expense Support and Conditional Reimbursement Agreement
Pursuant to an expense support and conditional reimbursement agreement executed initially on July 24, 2015, as may be amended, by and between the Advisors and the Company (the "Expense Support Agreement"), the Advisors have 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. The Advisors 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.
Pursuant to the Expense Support Agreement, the Company has a conditional obligation to reimburse the Advisors for any amounts funded by the Advisors under this arrangement if (and only to the extent that), during any month occurring within three years of the date on which the Advisors 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 Advisors for expense support payments made by the Advisors 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 Advisors was made (provided, however, that this clause (B) will not apply to any reimbursement payment which relates to an expense support payment from the Advisors made during the same fiscal year); and (ii) the Company will not reimburse the Advisors for expense support payments made by the Advisors 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 Advisors made the expense support payment to which such reimbursement payment relates. "Other operating expenses" means the Company's total "operating expenses" (as defined below), excluding any investment advisory fee, a performance-based incentive fee, 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.
The Company or the Advisors may terminate the Expense Support Agreement at any time. The Expense Support Agreement will automatically terminate (i) if the Master Fund terminates the investment advisory agreement with the Advisor, (ii) the Company's Board of Trustees makes a determination to dissolve or liquidate the Company.
The specific amount of Advisors' expense support obligation is determined at the end of each month. Upon termination of the Expense Support Agreement by the Advisors, 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 Advisors 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 Advisors will reimburse any portion of the Company's expenses in future months.

10

Notes to Financial Statements (Unaudited)


The table below presents a summary of all monthly expenses supported by the Advisors and the associated dates through which such expenses are eligible for reimbursement by the Company:
Month Ended
Expense Support from Advisors (1)
Expense Support Reimbursement to Advisors
Unreimbursed 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
NM
NA
July 31, 2018
August 2015
34,437


34,437

NM
NM
$0.96080
August 31, 2018
September 2015
35,102


35,102

NM
NM
$1.92161
September 30, 2018
October 2015
29,802


29,802

249.2%
1.75%
$1.92161
October 31, 2018
November 2015
33,096


33,096

44.9%
1.75%
$1.92161
November 30, 2018
December 2015
5,468


5,468

5.58%
1.75%
$1.92161
December 31, 2018
January 2016
28,793


28,793

23.94%
1.75%
$1.92161
January 31, 2019
February 2016
27,113


27,113

22.70%
1.75%
$1.92161
February 28, 2019
March 2016
70,036


70,036

9.67%
1.75%
$1.80180
March 31, 2019
April 2016
51,100


51,100

1.90%
1.75%
$1.81792
April 30, 2019
May 2016
69,599


69,599

1.01%
1.75%
$1.81792
May 31, 2019
June 2016
73,382


73,382

0.55%
1.75%
$1.81792
June 30, 2019
July 2016
90,050


90,050

0.48%
1.75%
$1.81792
July 31, 2019
August 2016
49,443


49,443

0.40%
1.75%
$1.81792
August 31, 2019
September 2016
(87,024
)

(87,024
)
0.32%
1.75%
$1.81792
September 30, 2019
October 2016
114,400


114,400

0.24%
1.75%
$1.81792
October 31, 2019
November 2016
146,955


146,955

0.21%
1.75%
$1.81792
November 30, 2019
December 2016
71,395


71,395

0.13%
1.75%
$1.81792
December 31, 2019
January 2017
118,626


118,626

0.24%
1.75%
$1.81792
January 31, 2020
February 2017
82,700


82,700

0.19%
1.75%
$1.81792
February 29, 2020
March 2017
109,908


109,908

0.19%
1.75%
$1.81792
March 31, 2020
April 2017
60,900


60,900

0.14%
1.75%
$1.81792
April 30, 2020
May 2017
90,669


90,669

0.13%
1.75%
$1.81792
May 31, 2020
June 2017
109,012


109,012

0.19%
1.75%
$1.81792
June 30, 2020
Total
$
1,418,374

$

$
1,418,374

 
 
 
 
______________________
(1)
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.
(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.
(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. "NA" means not applicable since no shares were outstanding and therefore no distributions were declared by the Company's Board of Trustees.


11

Notes to Financial Statements (Unaudited)


Summary of Related Party Transactions for the Three and Six Months Ended June 30, 2017 and June 30, 2016
The following table presents the related party fees, expenses, and transactions, excluding related transactions between the Company and the Master Fund in connection with Common Shares purchases, sales and distributions, for the three and six months ended June 30, 2017 and June 30, 2016.
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
Related Party
 
Source Agreement & Description
 
2017
 
2016
 
2017
 
2016
Advisor
 
Administrative Services Agreement - expense reimbursement
 
$
70,295

 
$
74,572

 
$
146,746

 
$
153,751

Dealer Manager
 
Dealer Manager Agreement - dealer manager fees
 
$
275,285

 
$
117,868

 
$
468,727

 
$
139,093

Advisors
 
O&O Agreement - organization expenses reimbursements
 
$

 
$
60,741

 
$

 
$
78,156

Advisors
 
O&O Agreement - offering expenses reimbursements
 
$
180,338

 
$

 
$
321,779

 
$

Advisors
 
Expense Support Agreement - expense support (to) from related parties
 
$
260,581

 
$
194,080

 
$
571,814

 
$
320,023

Indemnification
The Administrative Services Agreement provides certain indemnification to the Administrator, its directors, officers, persons associated with the Administrator, 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, any selected dealers and their respective officers, directors, employees, members, affiliates, agents, representatives, and, if any, each person who controls such person or entity within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Such indemnifications are subject to certain limitations as provided for in the Company’s Declaration of Trust and the North American Securities Administrators Association Guidelines and are considered customary by management. As of June 30, 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 Public 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 six months ended June 30, 2017, the public offering price of the Company's Common Shares ranged from $26.75 per Common Share to $26.90 per Common Share. For the six months ended June 30, 2016, the public offering price of the Company's Common Shares ranged from a low of $8.70 per Common Share to a high of $25.50 per Common Share, restated for the reverse stock split prior to February 26, 2016.
The following table summarizes the total Common Shares issued and proceeds received in connection with the Company's Public Offering for (i) the six months ended June 30, 2017 and (ii) the period commencing on July 31, 2015 and ending June 30, 2017:
 
Six Months Ended June 30, 2017
 
Inception through June 30, 2017
 
Shares
 
Amount
 
Shares
 
Amount
Gross proceeds from offering
796,026

 
$
21,173,730

 
1,573,768

 
$
41,066,640

Dealer Manager fees

 
(468,727
)
 

 
(858,722
)
Net proceeds to the Company
796,026

 
20,705,003

 
1,573,768

 
40,207,918

Reinvestment of distributions
22,539

 
586,764

 
35,723

 
921,258

Net proceeds from offering
818,565

 
$
21,291,767

 
1,609,491

 
$
41,129,176

Average net proceeds per Common Share
$26.01
 
$25.55

12

Notes to Financial Statements (Unaudited)


Repurchase of Common Shares
The following table is a summary of the share repurchases completed during the six months ended June 30, 2017:
Repurchase/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
2017:
 
 
 
 
 
 
 
 
 
 
March 3, 2017
 
7,995

 

 
$

 
%
 
$
25.75

June 19, 2017
 
13,815

 
10,776

 
279,647

 
78.0
%
 
$
25.95

Total
 
21,810

 
10,776

 
$
279,647

 
49.4
%
 
 
Note 6. Distributions
The following table presents the cash distributions per Common Share per week that the Company paid on its Common Shares during the six months ended June 30, 2017 and June 30, 2016.
Record Date
 
Payment Date
 
Declared Distribution per Share per Record Date
 
Declared Distribution per Share per Payment Date
 
Total Distribution (including Reinvested Distributions)
Six Months Ended June 30, 2017:
 
 
 
 
 
 
January 3, 10, 17, 24, 31
 
February 1
 
$
0.03496

 
$
0.17480

 
$
147,563

February 7, 14, 21, 28
 
March 1
 
0.03496

 
0.13984

 
133,094

March 7, 14, 21, 28
 
March 29
 
0.03496

 
0.13984

 
148,554

April 4, 11, 18, 25
 
April 26
 
0.03496

 
0.13984

 
168,005

May 2, 9, 16, 23, 30
 
May 31
 
0.03496

 
0.17480

 
232,425

June 6, 13, 20, 27
 
June 28
 
0.03496

 
0.13984

 
203,145

Total
 
 
 
 
 
$
0.908960

 
$
1,032,786

Six Months Ended June 30, 2016:
 
 
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

Total
 
 
 

 
$
0.923362

 
$
80,470

Note 7. Commitments and Contingencies
Organization and Offering Expense Reimbursement Agreement
On August 17, 2015, the Company initially entered into the O&O Agreement with the Advisors. Under the O&O Agreement the Company reimburses the Advisors for organization and offering costs incurred on the Company's behalf, including, but not limited to, legal services, audit services, printer services, and the registration of securities under the Securities Act. The reimbursement of organization and offering expenses is conditional on the Company's receipt of equity capital from the sale of its Common Shares. Any such reimbursement will not exceed actual expenses incurred by the Advisors and their affiliates. The Advisors will be responsible for the payment of the Company's cumulative organization and offering expenses to the extent they exceed 1.5% of the aggregate proceeds from the sale of the Company's Common Shares, without recourse against or reimbursement by the Company. As of June 30, 2017, the Advisors have incurred organization and offering costs on behalf of the Company, net of reimbursements received from the Company, in the approximate amount of $2.3 million. Under the terms of the O&O Agreement, the Company is obligated to reimburse the Advisors for these organization and offering expenses solely in connection with the capital raise activity of its Public Offering.

13

Notes to Financial Statements (Unaudited)


Note 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 six months ended June 30, 2017 and June 30, 2016.
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017
 
2016
 
2017
 
2016
Net increase in net assets resulting from operations
 
$
484,896

 
$
106,346

 
$
1,088,190

 
$
94,398

Weighted average Common Shares outstanding - basic and diluted
 
1,336,542

 
166,967

 
1,146,496

 
90,202

Earnings per Common Share - basic and diluted (1)
 
$
0.36

 
$
0.64

 
$
0.95

 
$
1.05

______________________
(1)
Earnings per Common Share, both basic and diluted, were equivalent in the period because there were no Common Share equivalents outstanding in the period.

14

Notes to Financial Statements (Unaudited)


Note 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 six months ended June 30, 2017 and June 30, 2016.
 
Six Months Ended June 30,
 
2017
 
2016
PER COMMON SHARE OPERATING PERFORMANCE
 
 
 
Net asset value, beginning of period
$
25.75

 
$
24.42

Net investment income (1)
0.78

 
0.05

Net unrealized gains (2)
0.23

 
0.78

Net increase resulting from operations
1.01

 
0.83

Distributions to common shareholders
 
 
 
Distributions from net investment income (3)
(0.78
)
 
(0.05
)
Distributions in excess of net investment income (3)
(0.13
)
 
(0.87
)
Net decrease resulting from distributions
(0.91
)
 
(0.92
)
Capital Share transactions
 
 
 
Issuance of Common Shares above net asset value (4)
0.07

 
0.27

Net increase in net assets resulting from capital share transactions
0.07

 
0.27

Net asset value, end of period
$
25.92

 
$
24.60

 
 
 
 
INVESTMENT RETURNS
 
 
 
Total investment return-net price (5)
4.00
 %
 
3.69
 %
Total investment return-net asset value (6)
4.22
 %
 
4.62
 %
 
 
 
 
RATIOS/SUPPLEMENTAL DATA
 
 
 
Net assets, end of period
$
41,431,974

 
$
7,757,351

Average net assets (7)
$
29,904,940

 
$
2,509,516

Common Shares outstanding, end of period
1,598,715

 
315,312

Weighted average Common Shares outstanding
1,146,496

 
90,202

Ratios-to-average net assets: (7) (8)
 
 
 
Total expenses
1.51
 %
 
12.81
 %
Effect of expense reimbursement from Advisors
(1.91
)%
 
(12.75
)%
Net expenses
(0.40
)%
 
0.06
 %
Net investment income
3.00
 %
 
0.20
 %
_____________________
(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.

15

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. 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. 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 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 10. Subsequent Events
As of August 4, 2017 the Company issued 18,802 Common Shares subsequent to June 30, 2017, resulting in a $490,572 increase in equity capital.
In connection with the recent announcement by WPC, the parent of our Advisor, of its decision to exit retail fundraising and to focus on its core real estate business, the Advisor has decided to resign as investment advisor to the Master Fund. At a Board Meeting held on August 10, 2017 (the “Board Meeting”), the Master Fund’s Board of Trustees (the “Board”) accepted the resignation of the Advisor as the Master Fund’s investment advisor (the “Advisor Resignation”) to become effective on September 11, 2017 (the “Advisor Resignation Date”) and appointed GPIM as the Master Fund’s interim advisor to become effective on the Advisor Resignation Date (the “Interim Advisor Appointment”). In connection with the Advisor Resignation and the Interim Advisor Appointment, the Board terminated the Investment Sub-Advisory Agreement with GPIM, approved Expense Support and Conditional Reimbursement Agreements with GPIM, and approved Organization and Offering Expense Reimbursement Agreements with GPIM, each to become effective on the Advisor Resignation Date. The Master Fund’s Board, including all of the Independent Trustees, approved a new investment advisory agreement with GPIM (the “New Advisory Agreement”) to become effective upon approval by a majority of the Master Fund’s outstanding common shares (as defined in the 1940 Act). The Interim Advisor Appointment will terminate upon the earlier to occur of (i) 150 days from the Advisor Resignation Date or (ii) the date Master Fund shareholders approve the New Advisory Agreement. At the Board Meeting, the Board set a shareholder meeting date of October 13, 2017 and a record date of August 25, 2017 for Master Fund shareholders to consider the approval of the New Advisory Agreement. At the Board Meeting, the Master Fund’s Board of Trustees also accepted the resignation of Carey Credit Advisors LLC as the Master Fund’s (and each Feeder Fund’s) administrator to become effective on the Advisor Resignation Date and appointed GPIM as the Master Fund’s (and each Feeder Fund’s) new administrator to become effective on the Advisor Resignation Date. At the Board Meeting, the Master Fund’s Board of Trustees also approved the assignment of the Dealer Manager Agreement from the Dealer Manager to Guggenheim Funds Distributors, LLC effective immediately.
In making the Interim Advisor Appointment and approving the New Advisory Agreement, the Board of Trustees, including all of the Independent Trustees, considered a number of factors, including, but not limited to: (i) the Master Fund's and GPIM's performance; (ii) the ability of GPIM to maintain continuity in the investment advisory services that have been provided by the Advisor and GPIM to the Master Fund, including GPIM's expectation that the key personnel of the Advisor who currently provide services to the Master Fund (and the Feeder Funds) will continue to provide those services as employees of GPIM after the Advisor Resignation Date; (iii) GPIM’s representations that it intends to provide the same or greater scope and quality of investment advisory services to the Master Fund that it and the Advisor currently provide; (iv) the estimated fees and expenses of the Master Fund (and, as relevant, the Feeder Funds), including a lower annual management fee of 1.75% of the Master Fund’s average gross assets and continued expense support by GPIM with respect to the Feeder Funds' distributions to shareholders; and (v) GPIM's longer-term business goals with regard to the business and operations of the Master Fund and Feeder Funds. The Board also

16

Notes to Financial Statements (Unaudited)


considered that the Funds' shareholders will not bear any costs associated with the Interim Advisor Appointment and the proposal to shareholders to approve the New Advisory Agreement. Additional information about the Board's considerations will be provided in the Master Fund's proxy materials that will be distributed in connection with the shareholder meeting to consider the approval of the New Advisory Agreement.


17


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 Carey Credit Income Fund - I. The Term "Master Fund" refers to Carey Credit Income Fund. Capitalized terms used in this Item 2 have the same meaning as in the accompanying financial statements presented in Part I. Item 1. Financial Statements (unaudited), unless otherwise defined herein.
Overview
We are a feeder fund and we are affiliated with the Master Fund, which is a specialty finance investment company that has elected to be treated as a business development company (a "BDC") under the 1940 Act. The Master Fund is externally managed by the Advisors, which are 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 Advisors to develop an investment thesis and a proprietary view of a potential portfolio company’s intrinsic value. We believe the Master Fund's flexible approach to investing allows it to take advantage of opportunities that offer favorable risk/reward characteristics.
The Master Fund primarily focuses on the following range of investment types that may be available within the capital structure of portfolio companies:
Senior Debt. Senior debt investments generally take a security interest in the available assets of the portfolio company, including equity interests in any of its subsidiaries. These senior debt classifications include senior secured first lien loans, senior secured second lien loans, and senior secured bonds. In some circumstances, the secured lien could be subordinated to the claims of other creditors.
Subordinated Debt. 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. 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.
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 and its distributions to us.

18


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
Operating results for the three and six months ended June 30, 2017 and June 30, 2016 were as follows:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Total investment income
$
504,321

 
$

 
$
777,880

 
$
6,417

Net expenses
(12,445
)
 
(16,491
)
 
(119,022
)
 
1,461

Net investment income
516,766

 
16,491

 
896,902

 
4,956

Net change in unrealized appreciation (depreciation) on investment
(31,870
)
 
89,855

 
191,288

 
89,442

Net increase in net assets resulting from operations
$
484,896

 
$
106,346

 
$
1,088,190

 
$
94,398

Investment Income
Investment income consisted solely of distributions from the Master Fund for the three and six months ended June 30, 2017 and June 30, 2016, respectively.
Operating Expenses
Operating expenses consisted of the following major components for the three and six months ended June 30, 2017 and June 30, 2016:
 
For The Three Months Ended June 30,
 
For The Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Administrative services
$
3,751

 
$
3,750

 
$
7,500

 
$
7,500

Related party reimbursements
70,295

 
74,572

 
146,746

 
153,751

Trustees fees
748

 

 
1,488

 

Professional services fees
57,697

 
27,108

 
99,443

 
68,080

Offering expenses
88,442

 

 
140,757

 

Organization expenses

 
60,741

 

 
78,156

Printing and mailing expenses
20,170

 
7,647

 
25,059

 
7,647

Shareholder servicing expenses

 

 
20,000

 

Other expenses
7,033

 
3,771

 
11,799

 
6,350

     Total operating expenses
248,136

 
177,589

 
452,792

 
321,484

Less: Expense support from related parties
(260,581
)
 
(194,080
)
 
(571,814
)
 
(320,023
)
Net expenses
$
(12,445
)
 
$
(16,491
)
 
$
(119,022
)
 
$
1,461

The operating expenses presented above do not represent our normalized operations since we expect our variable operating expenses to increase in tandem with increases in our equity capital base and number of shareholders.
Related party reimbursements are comprised of the Company's allocable share of costs and expenses incurred by the Administrator 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. An investment advisory fee is only incurred by the Master Fund, although it is incurred indirectly by the Company through its ownership of Master Fund common shares.

19


The composition of our administrative and professional services fees for the three and six months ended June 30, 2017 and June 30, 2016 was as follows:
 
For The Three Months Ended June 30,
 
For The Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Accounting services
$
1,876

 
$
1,875

 
$
3,750

 
$
3,750

Administrative services
1,875

 
1,875

 
3,750

 
3,750

Total administrative services
$
3,751

 
$
3,750

 
$
7,500

 
$
7,500

 
 
 
 
 
 
 
 
Audit expense
$
26,344

 
$
26,258

 
$
52,398

 
$
52,516

Compliance officer fees
3,689

 
5,400

 
7,240

 
10,800

Legal fees
25,816

 
(6,350
)
 
36,129

 
1,164

Tax services
1,848

 
1,800

 
3,676

 
3,600

Total professional services fees
$
57,697

 
$
27,108

 
$
99,443

 
$
68,080

Net Realized Gain (Loss) on Investment
For the three and six months ended June 30, 2017 and June 30, 2016, we did not sell any shares of the Master Fund and therefore we did not incur any realized gains or losses on our investment in the Master Fund.
Changes in Unrealized Appreciation (Depreciation) on Investment
For the three and six months ended June 30, 2017, the total net change in unrealized appreciation (depreciation) on our investment in the Master Fund was $(31,870) and $191,288, respectively. For the three and six months ended June 30, 2016, the total net change in unrealized appreciation on our investment in the Master Fund was $89,855 and $89,442, respectively.
Cash Flows for the Six Months Ended June 30, 2017 and June 30, 2016
For the six months ended June 30, 2017, net cash used in operating activities was $19,931,153. Cash flows used in operating activities for the six months ended June 30, 2017 were primarily due to the Company's investments in Master Fund common shares.
For the six months ended June 30, 2016, net cash used in operating activities was $7,571,973. Cash flows used in operating activities for the six months ended June 30, 2016, were primarily due to the Company's investment in Master Fund common shares.
Net cash provided by financing activities was $19,979,334 during the six months ended June 30, 2017, primarily represented by proceeds from issuance of Common Shares of $20,705,003. Net cash provided by financing activities was $7,544,730 for the six months ended June 30, 2016, primarily represented by proceeds from issuance of Common Shares of $7,578,757.
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 Advisors 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 do not intend 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 invested in the Master Fund's common shares.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements as of June 30, 2017 and December 31, 2016.
Critical Accounting Policies
The 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.

20







Valuation of Investments
We invest substantially all of our equity capital in the purchase of common shares of the Master Fund. We determine the fair value of our investment in the Master Fund as the Master Fund's net asset value per common share (as determined by the Master Fund) multiplied by the number of Master Fund common shares that we own.
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 are payable to shareholders of record after June 30, 2017. The declared distribution rates per Common Share for the period after June 30, 2017 are summarized as follows:
2017 Record Dates
 
2017 Payment Dates
 
Declared Distribution per Share per Record Date
July 4, 11, 18, 25
 
July 26
 
$
0.03496

August 1, 8, 15, 22, 29
 
August 30
 
$
0.03496

Related Party Agreements and Transactions
We have entered into agreements with the Advisor, and certain of its affiliates, and GPIM 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 related party agreements and transactions and expense reimbursement agreements.
Reimbursement to the Advisors for Organization and Offering Expenses
See Note 4. Related Party Agreements and Transactions.
Reimbursement to the Administrator for Administrative Services
We reimburse the Administrator for its expenses in connection with the provision of administrative services to us. These reimbursement expenses are periodically reviewed and approved by the Independent Trustees Committee of our Board of Trustees. See Note 4. Related Party Agreements and Transactions for a summary of reimbursable expenses as related to administrative services.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk
We are subject to financial market risks, including changes in interest rates through our investment in the Master Fund. As of June 30, 2017, 90.4% of the Master Fund's investments, or $339.7 million measured at fair value, are 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 4. Related Party Agreements and Transactions of the Master Fund's audited consolidated financial statements.
Based on our investment in the Master Fund as of June 30, 2017, the following table presents the approximate annualized increase in value per outstanding Common Share due to (i) interest income from the Master Fund's investment portfolio and (ii) interest expense on the Master Fund's floating rate borrowings, directly resulting from hypothetical changes in base rate interest rates (e.g., LIBOR), assuming no changes in (i) the number of outstanding Common Shares, (ii) the number of outstanding Master Fund Shares, (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 per Share
 +50 bps
 
$
0.10

 +100 bps
 
0.19

 +150 bps
 
0.29

 +200 bps
 
0.39


21







Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Exchange Act, is recorded, processed, summarized, and reported within the required time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.
Our chief executive officer and chief financial officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2017, have concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, were effective as of June 30, 2017 at a reasonable level of assurance.
Changes in Internal Control over Financial Reporting
During the most recent fiscal quarter, there was no change in our internal controls over financial reporting, as defined under Rule 13a-15(f) under the Exchange Act, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
At August 4, 2017, we were not subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.
From time to time, we, or our administrator, may be a party to certain legal proceedings in the ordinary course of, or incidental to the normal course of, our business, including legal proceedings related to the enforcement of our rights under contracts with our portfolio companies. While legal proceedings, lawsuits, claims, and regulatory proceedings are subject to many uncertainties and their ultimate outcomes are not predictable with assurance, the results of these proceedings are not expected to have a material adverse effect on our financial position or results of operations.
Item 1A. Risk Factors.
As of June 30, 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 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 June 30, 2017:
Period
 
Total Number of Shares Purchased
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
April 1, 2017 to April 30, 2017
 

 

 

 

May 1, 2017 to May 31, 2017
 

 

 

 

June 1, 2017 to June 30, 2017
 
10,776

 
$
25.95

 
10,776

 

Total
 
10,776

 
 
 
10,776

 

______________________
(1)
The maximum number of shares available for repurchase on June 19, 2017 was 13,815. 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.

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Item 5. Other Information.
On May 30, 2017, we reported that Mr. Mark M. Goldberg informed WPC of his intended resignation, effective as of July 10, 2017, from his positions with (i) WPC, the ultimate parent of the Advisor to the Master Fund, (ii) President of the Company, the Master Fund and each of the other feeder funds, and (iii) President of Carey Credit Advisors, to pursue other interests. The effective resignation date was subsequently revised to June 19, 2017. As of August 4, 2017, our President position was vacant.
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.

23







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
CAREY CREDIT INCOME FUND - I
 
 
 
Date:
August 14, 2017
By:
/s/ Mark J. DeCesaris   
 
 
 
MARK J. DECESARIS
 
 
 
Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 
 
Date:
August 14, 2017
By:
/s/ Paul S. Saint-Pierre        
 
 
 
PAUL S. SAINT-PIERRE
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial Officer)




24







EXHIBIT INDEX

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

 
Certificate of Amendment to Certificate of Trust of the Registrant. (Incorporated by reference to Exhibit 99(a)(3) filed with Pre-Effective Amendment No. 4 to the Registrant's registration statement on Form N-2 (File No. 333-198667) filed on July 28, 2015.)
 
 
 
3.2

  
Amended and Restated Declaration of Trust of the Registrant. (Incorporated by reference to Exhibit 3.2 filed with the Registrant's Form 8-K (File No. 814-01091) filed on March 15, 2016.)
 
 
3.3

  
Amended and Restated Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.3 filed with the Registrant's Form 8-K (File No. 814-01091) filed on March 15, 2016.)
 
 
 
4.1

 
Distribution Reinvestment Plan of the Registrant. (Incorporated by reference to Exhibit 99(e) filed with Pre-Effective Amendment No. 4 to the Registrant's registration statement on Form N-2 (File No. 333-198667) filed on July 28, 2015.)
 
 
 
10.1

  
Amended and Restated Administrative Services Agreement by and between the Registrant and Carey Credit Advisors, LLC. (Incorporated by reference to Exhibit 10.3 filed with Carey Credit Income Fund's Form 10-Q (File No. 814-01117) filed on May 12, 2017.)
 
 
10.2

  
Custody Agreement by and between the Registrant, Carey Credit Income Fund 2015 A, Carey Credit Income Fund, and U.S. Bank National Association. (Incorporated by reference to Exhibit (j) filed with Pre-Effective Amendment No. 3 to Carey Credit Income Fund 2016 T's registration statement on Form N-2 (File No. 333-198882) filed on May 4, 2015.)
 
 
10.3

 
Escrow Agreement by and between the Registrant, UMB Bank N.A. and Carey Financial LLC. (Incorporated by reference to Exhibit 99(k)(1) filed with Pre-Effective Amendment No. 4 to the Registrant's registration statement on Form N-2 (File No. 333-198667) filed on July 28, 2015.)
 
 
 
10.4

 
Second Amended and Restated Dealer Manager Agreement by and among Carey Credit Income Fund 2016 T, Carey Credit Income Fund and Carey Financial, LLC. (Incorporated by reference to Exhibit 10.4 filed with Carey Credit Income Fund 2016 T's Form 10-K (File No. 814-01094) filed on April 17, 2017.)
 
 
 
10.5

 
Form of Selected Dealer Agreement (revised Exhibit A to Second Amended and Restated Dealer Manager Agreement). (Incorporated by reference to Exhibit 10.5 filed with Carey Credit Income Fund 2016 T's Form 10-K (File No. 814-01094) filed on April 17, 2017.)
 
 
 
10.6

 
Form of Expense Support and Conditional Reimbursement Agreement. (Incorporated by reference to Exhibit (k)(2) filed as Post Effective Amendment No. 1 to the Registrant's registration statement on Form N-2 (File No. 333-198667) filed on August 3, 2015.)
 
 
 
10.7

 
Form of Organization and Offering Expense Reimbursement Agreement. (Incorporated by reference to Exhibit (k)(4) filed with Pre-Effective Amendment No. 4 to Carey Credit Income Fund 2016 T's registration statement on Form N-2 (File No. 333-198882) filed on July 17, 2015.)
 
 
 
10.8

 
Investment Management Agreement by and between Hamilton Finance LLC and Carey Credit Income Fund. (Incorporated by reference to Exhibit 10.3 filed with Carey Credit Income Fund's Form 8-K (File No. 814-01117) filed on December 22, 2015.)
 
 
 
14.1

 
Code of Ethics of the Registrant. (Incorporated by reference to Exhibit 99(r)(1) filed with Carey Credit Income Fund 2018 T's Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-211613) filed on September 21, 2016.)
 
 
 
14.2

 
Code of Ethics of Carey Credit Advisors, LLC. (Incorporated by reference to Exhibit 99(r)(2) filed with Carey Credit Income Fund 2018 T's Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-211613) filed on September 21, 2016.)
 
 
 
14.3

 
Code of Ethics of Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99(r)(3) filed with Carey Credit Income Fund 2018 T's Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-211613) filed on September 21, 2016.)
 
 
 
31.1

  
Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
 
 
 

25







31.2

  
Certification of Chief Financial Officer of pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
 
 
 
32

  
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
 
 
 
99

 
Form 10-Q of Carey Credit Income Fund for the quarterly period ended June 30, 2017. (Filed herewith.)


26