GUGGENHEIM CREDIT INCOME FUND 2019 - FORM 10-Q

Attached files

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EX-32 - EXHIBIT 32 906 CERTIFICATION - GUGGENHEIM CREDIT INCOME FUND 2019	gcif2019section906certofce.htm
EX-99 - GUGGENHEIM CREDIT INCOME FUND FORM 10-Q - GUGGENHEIM CREDIT INCOME FUND 2019	ex99gcifq22018.htm
EX-31.2 - EXHIBIT 31.2 CFO 302 CERTIFICATION - GUGGENHEIM CREDIT INCOME FUND 2019	gcif2019section302certofcf.htm
EX-31.1 - EXHIBIT 31.1 CEO 302 CERTIFICATION - GUGGENHEIM CREDIT INCOME FUND 2019	gcif2019section302certofce.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, 2018



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

Commission file number: 814-01091

GUGGENHEIM CREDIT INCOME FUND 2019

(Formerly GUGGENHEIM 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.)
330 Madison Avenue, New York, New York		10017
(Address of principal executive offices)		(Zip Code)

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

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, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “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 3, 2018 was 1,633,251.

GUGGENHEIM CREDIT INCOME FUND 2019

INDEX



		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Statements of Assets and Liabilities as of June 30, 2018 and December 31, 2017	3

	Statements of Operations for the three and six months ended June 30, 2018 and 2017	4

	Statements of Changes in Net Assets for the six months ended June 30, 2018 and 2017	5

	Statements of Cash Flows for the six months ended June 30, 2018 and 2017	6

	Notes to Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 5.	Other Information	22

Item 6.	Exhibits	22

Signatures		23

Exhibit Index		24

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 U.S. Securities and Exchange Commission ("SEC"), including but not limited to those described in Part II. Item 1A. Risk Factors of this Report and in Part I. Item 1A. Risk Factors of our Form 10-K for the fiscal year ended December 31, 2017, that was filed on March 14, 2018. 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, 2017, that was filed on March 14, 2018. 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 the "Company" refer to Guggenheim Credit Income Fund 2019 (formerly Guggenheim 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)

GUGGENHEIM CREDIT INCOME FUND 2019

STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)



	June 30, 2018			December 31, 2017
Assets
Investment in GCIF (4,579,871 shares purchased at a cost of $39,898,092 and 4,759,871 shares purchased at a cost of $39,898,092, respectively)	$	40,649,246		$	40,572,548
Cash	1,237,307			650,811
Prepaid expenses and other assets	4,615			93,653
Total assets	$	41,891,168		$	41,317,012

Liabilities
Payable to related parties	$	71,914		$	170,962
Accrued professional services fees	48,523			44,562
Accounts payable, accrued expenses and other liabilities	38,843			37,330
Total liabilities	159,280			252,854
Commitments and contingencies (Note 7. Commitments and Contingencies)
Net Assets	$	41,731,888		$	41,064,158

Components of Net Assets:
Common Shares, $0.001 par value, 348,000,000 Common Shares authorized, 1,625,365 and 1,599,031 Common Shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	$	1,626		$	1,599
Paid-in-capital in excess of par value	41,249,388			40,572,536
Accumulated distributions in excess of net investment income	(270,280		)	(184,433		)
Accumulated net unrealized appreciation on investment	751,154			674,456
Total net assets	$	41,731,888		$	41,064,158
Net asset value per Common Share	$	25.68		$	25.68

See Unaudited Notes to Financial Statements.

GUGGENHEIM CREDIT INCOME FUND 2019

STATEMENTS OF OPERATIONS (UNAUDITED)



	Three Months Ended						Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Investment Income
Dividends from investment in GCIF	$	881,747		$	504,321		$	1,491,526		$	777,880
Total investment income	881,747			504,321			1,491,526			777,880

Operating Expenses ⁽¹⁾
Administrative services	3,750			3,751			7,500			7,500
Related party reimbursements	59,354			70,295			112,087			146,746
Trustees fees	747			748			1,479			1,488
Professional services fees	36,098			57,697			68,608			99,443
Offering expenses	27,165			88,442			89,113			140,757
Other expenses	21,403			27,203			35,152			56,858
Total operating expenses	148,517			248,136			313,939			452,792
Reimbursement of expense support	69,151			—			69,151			—
Less: Expense support from related parties (See Note 4. Related Party Agreements and Transactions)	(55,424		)	(260,581		)	(67,666		)	(571,814		)
Net expenses	162,244			(12,445		)	315,424			(119,022		)
Net investment income	719,503			516,766			1,176,102			896,902

Realized and unrealized gains (losses):
Long term gain distributions from GCIF	—			—			223,008			—
Net change in unrealized appreciation (depreciation) from investment	(155,106		)	(31,870		)	76,698			191,288
Net realized and unrealized gains (losses)	(155,106		)	(31,870		)	299,706			191,288
Net increase in net assets resulting from operations	$	564,397		$	484,896		$	1,475,808		$	1,088,190

Per Common Share information:
Net investment income per Common Share outstanding - basic and diluted	$	0.44		$	0.39		$	0.73		$	0.78
Earnings per Common Share - basic and diluted	$	0.35		$	0.36		$	0.92		$	0.95
Weighted average Common Shares outstanding (basic and diluted)	1,617,051			1,336,542			1,611,012			1,146,496
Distributions per Common Share	$	0.46		$	0.45		$	0.92		$	0.91

______________


(1)	Operating expenses solely represent the Company's operating expenses and do not include the Company's proportionate share of the Master Fund's operating expenses.

See Unaudited Notes to Financial Statements.

GUGGENHEIM CREDIT INCOME FUND 2019

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)



	Six Months Ended
	June 30, 2018			June 30, 2017
Operations:
Net investment income	$	1,176,102		$	896,902
Net realized gain from investment in GCIF	223,008			—
Net change in unrealized appreciation from investment	76,698			191,288
Net increase in net assets resulting from operations	1,475,808			1,088,190
Shareholder distributions:
Distributions from net investment income	(1,176,102		)	(896,902		)
Distributions from net realized gain on investment	(223,008		)	—
Distributions in excess of net investment income	(85,847		)	(135,884		)
Net decrease in net assets from shareholder distributions	(1,484,957		)	(1,032,786		)
Capital share transactions:
Issuance of Common Shares	—			20,705,003
Reinvestment of shareholders' distributions	870,184			586,764
Repurchase of Common Shares	(193,305		)	(279,647		)
Net increase in net assets resulting from capital share transactions	676,879			21,012,120
Total increase in net assets	667,730			21,067,524
Net assets at beginning of period	41,064,158			20,364,450
Net assets at end of period	$	41,731,888		$	41,431,974

Capital share activity:
Common Shares outstanding at the beginning of the period	1,599,031			790,926
Common Shares issued from subscriptions	—			796,026
Common Shares issued from reinvestment of distributions	33,851			22,539
Common Shares repurchased	(7,517		)	(10,776		)
Common Shares outstanding at the end of the period	1,625,365			1,598,715
Distributions in excess of net investment income at end of period	$	(270,280	)	$	(252,142	)

See Unaudited Notes to Financial Statements.

GUGGENHEIM CREDIT INCOME FUND 2019

STATEMENTS OF CASH FLOWS (UNAUDITED)



	Six Months Ended
	June 30, 2018			June 30, 2017
Operating activities
Net increase in net assets resulting from operations	$	1,475,808		$	1,088,190
Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities:
Purchase of investment in GCIF	—			(20,531,000		)
Net change in unrealized appreciation from investment	(76,698		)	(191,288		)
(Increase) decrease in operating assets:
Receivable from related parties	—			(45,228		)
Dividend income receivable	—			(168,530		)
Prepaid expenses and other assets	89,038			(181,221		)
Increase (decrease) in operating liabilities:
Payable to related parties	(99,048		)	1,911
Accrued professional services fees	3,961			24,830
Accrued offering expenses	—			55,747
Accounts payable, accrued expenses, and other liabilities	1,513			15,436
Net cash provided by (used in) operating activities	1,394,574			(19,931,153		)

Financing activities
Issuance of Common Shares	$	—		$	20,705,003
Distributions paid	(614,773		)	(446,022		)
Repurchase of Common Shares	(193,305		)	(279,647		)
Net cash provided by (used in) financing activities	(808,078		)	19,979,334

Net increase in cash	586,496			48,181
Cash, beginning of period	650,811			251,708
Cash, end of period	$	1,237,307		$	299,889
Supplemental information:
Distributions reinvested	$	870,184		$	586,764

See Unaudited Notes to Financial Statements.

GUGGENHEIM CREDIT INCOME FUND 2019

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Principal Business and Organization

Guggenheim Credit Income Fund 2019 (the "Company"), formerly known as Guggenheim Credit Income Fund - I, was formed as a Delaware statutory trust on September 5, 2014. The Company's investment objectives are to provide its shareholders with current income, capital preservation, and, to a lesser extent, long-term capital appreciation by investing substantially all of its equity capital in Guggenheim Credit Income Fund (the "Master Fund"). 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 elected to be treated as a BDC under the 1940 Act and it has the same investment objectives as the Company. The Master Fund commenced investment operations on April 2, 2015. The Master Fund's consolidated financial statements are an integral part of the Company's financial statements and should be read in their entirety.

From inception through September 10, 2017, the Master Fund was externally managed by Carey Credit Advisors, LLC ("CCA") and Guggenheim Partners Investment Management, LLC ("Guggenheim" or the "Advisor"), which were responsible for sourcing potential investments, analyzing and conducting due diligence on prospective investment opportunities, structuring investments, and ongoing monitoring of the Master Fund’s investment portfolio. On August 10, 2017, CCA resigned as the Master Fund's investment advisor and administrator, and the Master Fund's Board of Trustees ("Master Fund's Board") selected Guggenheim to perform the Master Fund's investment advisory and administrative responsibilities, both events concurrently effective on September 11, 2017. On October 20, 2017 Guggenheim was approved as the Master Fund's investment advisor by a majority of the votes cast by shareholders.

The Company was selling its common shares ("Shares" or "Common Shares") pursuant to a registration statement on Form N-2 (the “Initial Registration Statement”) covering its continuous public offering of up to $1.0 billion (the “Initial Public Offering”). The Company suspended its Initial Public Offering of Common Shares, effective August 23, 2017, in connection with (i) the transition of the Master Fund's investment advisory function to Guggenheim, and (ii) a concurrent change in the Initial Public Offering's dealer manager. On March 29, 2018 the Company filed a new registration statement on Form N-2 (the "Registration Statement") covering a continuous public offering of up to $958.6 million (the "Public Offering", together the with the Initial Public Offering, the "Public Offerings"). The Registration Statement was declared effective by the SEC on June 13, 2018.

As of June 30, 2018, the Company owned 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 may be 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.

Notes to Financial Statements (Unaudited)

Cash

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

Valuation of Investments

The Company invests substantially all of its equity capital in the purchase of the Master Fund's common shares and its primary investment position is common shares of the Master Fund. The Company determines the fair value of the Master Fund's common shares as the Master Fund's net asset value per common share (as determined by the Master Fund) multiplied by the number of Master Fund common shares owned by the Company. The Company has implemented Accounting Standards Update ("ASU") 2015-07, which permits a reporting entity, as a practical expedient, to measure the fair value of certain investments using the net asset value per share of the investment.

Transactions with the Master Fund

Distributions received from the Master Fund are recorded on the record date. Distributions received from the Master Fund are generally recognized as dividend income or distributions of long term gains in the current period, a portion of which may be subject to a change in characterization in future periods, including the potential for reclassification between dividend income, long term gains and return of capital. The Company's transactions with the Master Fund are recorded on the effective date of the subscription in, or the redemption of, Master Fund shares. Realized gains and losses resulting from the Company's share repurchase transactions with the Master Fund are calculated on the specific share identification basis.

Organization and Offering Expenses

Organization expenses are expensed on the Company's statements of operations. Continuous offering expenses are capitalized monthly on the Company's statements of assets and liabilities as deferred offering costs and thereafter expensed to the Company's statements of operations over a 12-month period on a straight-line basis commencing at the later of (i) when the expense was incurred and (ii) when operations begin.

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^st 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
Guggenheim Credit Income Fund	June 30, 2018	4,759,871	4,759,871	$	39,898,092	$	40,649,246	97.4	%
Guggenheim Credit Income Fund	December 31, 2017	4,759,871	4,071,033	$	39,898,092	$	40,572,548	98.8	%

_________________


(1)	Weighted average Master Fund shares owned is computed as the weighted average shares owned from January 1^st of the year noted to the corresponding as of date.

Notes to Financial Statements (Unaudited)

Restricted Securities

The Master Fund does not currently intend to list its common shares on any securities exchange and it does not expect a secondary market to develop for its issued and outstanding common shares. As a result, the Company's ability to sell its Master Fund common shares is limited. Because the Master Fund common shares are being acquired in one or more transactions not involving a public offering, they are "restricted securities" and may be required to be held indefinitely. Master Fund common shares may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) the Master Fund's consent is granted, and (ii) the Master Fund common shares are registered under applicable securities laws or specifically exempted from registration (in which case the Master Fund's shareholder may, at the Master Fund's option, be required to provide the Master Fund with a legal opinion, in form and substance satisfactory to the Master Fund, that registration is not required). Accordingly, a shareholder in the Master Fund, including the Company, must be willing to bear the economic risk of 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 an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the Master Fund common shares and to execute such other instruments or certifications as are reasonably required by the Master Fund.

From October 15, 2016 through August 4, 2017 the Company acquired its investment in the Master Fund at prices ranging from $7.84 per share to $8.59 per share.

Share Repurchase Program

The Master Fund has implemented a share repurchase program, whereby each calendar quarter it offers to repurchase up to 2.5% of the weighted average number of common shares outstanding in the prior four calendar quarters at a price estimated to be equal to its net asset value per common share as of the end of the preceding calendar quarter. The Master Fund's Board may amend, suspend, or terminate the share repurchase program upon 30 days' notice.

Note 4. Related Party Agreements and Transactions

The Company has entered into agreements with Guggenheim whereby the Company agrees to (i) receive expense support payments, (ii) reimburse certain expenses of, and to pay for, administrative, expense support, organization and offerings costs incurred by Guggenheim on the Company's behalf, and (iii) compensate the Guggenheim Funds Distributors, LLC ("GFD"), an affiliate of Guggenheim, for capital market services in connection with the marketing and distribution of the Company's Shares.

The memberships of the Company's Board of Trustees (the "Company's Board" or the "Board of Trustees") and the Master Fund's Board are identical and consequently the Company and the Master Fund are related parties. All of the Company's executive officers also serve as executive officers of the Master Fund. Two of the Company’s executive officers, Kevin Robinson, Senior Vice President, and Brian Binder, Senior Vice President, serve as executive officers of Guggenheim.

Administrative Services Agreement

Prior to September 11, 2017, the Company was party to an amended and restated administrative services agreement with CCA (the "Prior Administrative Services Agreement") whereby CCA agreed to provide administrative services to the Company, including office facilities and equipment, and clerical, bookkeeping, and record-keeping services. More specifically, CCA, serving as the administrator (the "Prior Administrator"), performed and oversaw the Company's required administrative services, which include financial and corporate record-keeping, preparing and disseminating the Company's reports to its shareholders, and filing reports with the SEC. In addition, the Prior Administrator assisted in determining net asset value, overseeing the preparation and filing of tax returns, overseeing the payment of expenses and distributions, and overseeing the performance of administrative and professional services rendered by others. For providing these services, facilities, and personnel, the Company reimbursed the Prior Administrator the allocable portion of overhead and other expenses incurred by the Prior Administrator in performing its obligations under the Prior Administrative Services Agreement. On September 5, 2017 the Company entered into an administrative services agreement with Guggenheim (the "Administrative Services Agreement") whereby Guggenheim, serving as the administrator (the "Administrator") agreed to provide administrative services, similar to those previously provided by CCA, commencing on September 11, 2017.

The Administrative Services Agreement may be terminated at any time, without the payment of any penalty: (i) by the Company upon 60 days' written notice to Guggenheim upon the vote of the Company's independent trustees, or (ii) by Guggenheim upon not less than 120 days' written notice to the Company. Unless earlier terminated, the Administrative Services Agreement will remain in effect for two years, and thereafter shall continue automatically for successive one-year periods if approved annually by a majority of the Board of Trustees and the Master Fund's 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 Carey 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, GFD is to act on a best efforts basis as the exclusive dealer manager for (i) the Company's Public Offerings and (ii) the public offering of common

Notes to Financial Statements (Unaudited)

shares for future feeder funds affiliated with the Master Fund. The Company, not the Master Fund, is responsible for the compensation of GFD pursuant to the terms of the Dealer Manager Agreement. The Dealer Manager Agreement may be terminated by the Company or GFD upon 60 calendar days' written notice to the other party. In the event that the Company or GFD terminates the Dealer Manager Agreement with respect to the Company, the Dealer Manager Agreement will continue with respect to any other feeder fund.

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 "Prior O&O Agreement") with CCA and Guggenheim. Under the Prior O&O Agreement the Company reimbursed CCA and Guggenheim 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 was conditional on the Company's receipt of equity capital from the sale of its Common Shares. Any such reimbursement would not exceed actual expenses incurred by CCA and Guggenheim and their affiliates. CCA and Guggenheim were responsible for the payment of the Company's cumulative organization and offering expenses to the extent they exceeded 1.5% of the aggregate proceeds from the sale of the Company's Common Shares, without recourse against or reimbursement by the Company.

On September 5, 2017, the Company 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 substantially the same form as the Prior O&O Agreement. Under the O&O Agreement, CCA relinquished its rights to any and all future reimbursement of any remaining unreimbursed organization and offering costs.

As of June 30, 2018, Guggenheim had incurred organization and offering costs on behalf of the Company related to its Initial Public Offering, net of reimbursements received from the Company, in the approximate amount of $1.1 million. Under the terms of the O&O Agreement, the Company is no longer obligated to reimburse Guggenheim for these expenses as the Initial Public Offering has concluded. Any offering costs incurred by Guggenheim on behalf of the Company associated with the Public Offering are subject to reimbursement under the terms and conditions of the O&O Agreement. As of June 30, 2018 Guggenheim incurred offering costs associated with the Public Offering of $0.1 million. 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

The Company initially entered into an expense support and conditional reimbursement agreement with CCA and Guggenheim on July 31, 2015, as amended, (the "Prior Expense Support Agreement"). According to the terms of the Prior Expense Support Agreement CCA and Guggenheim agreed to reimburse the Company for expenses in an amount that is sufficient to ensure that no portion of the Company's distributions to shareholders will be paid from Common Share offering proceeds. CCA and Guggenheim agreed to reimburse the Company monthly for expenses in an amount equal to the difference between the Company's cumulative distributions paid to its shareholders in each month less the sum of the Company's estimated investment company taxable income and net capital gains in each month. On September 5, 2017 the Company entered into an amended and restated expense support and conditional reimbursement agreement (the "Expense Support Agreement") with Guggenheim and CCA, for a limited purpose, effective as of September 11, 2017. The amended terms of the Expense Support Agreement: (i) released CCA from all obligations to make further expense payments, (ii) terminated 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) permitted the Company the option to limit or reduce Guggenheim expense payments in any manner so that the Company will comply with IRC Section 851 in each of its future tax years. As a result, 100% of all CCA's prior periods' expense payments were classed as ineligible for future reimbursement, and going forward, Guggenheim is the sole source of expense payments and solely eligible for reimbursement of prior periods' expense payments.

Pursuant to the Expense Support Agreement, the Company has a conditional obligation to reimburse Guggenheim for any amounts funded by Guggenheim under this arrangement or the Prior Expense Support Agreement if (and only to the extent that), during any month occurring within three years of the date on which Guggenheim funded such amount, the sum of the Company's estimated investment company taxable income and net capital gains exceeds the ordinary cash distributions paid by the Company to its shareholders; provided, however, that (i) the Company will only reimburse Guggenheim for expense payments made by Guggenheim to the extent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause "other operating expenses" (as defined below) (on an annualized basis and net of any expense support reimbursement payments received by the Company during such fiscal year) to exceed the lesser of (A) 1.75% of the Company's average net assets attributable to its Common Shares for the fiscal year-to-date period after taking such reimbursement payments into account and (B) the percentage of the Company's average net assets attributable to its Common Shares represented by "other operating expenses" during the fiscal year in which such expense payment from the Advisor was made (provided, however, that this clause (B) will not apply to any reimbursement payment which relates to an expense payment from Guggenheim made during the same fiscal year); and (ii) the Company will not reimburse Guggenheim for expense payments made by Guggenheim if the annualized rate of regular cash distributions declared by the Company at the time of such reimbursement payment is less than the annualized rate of regular cash distributions declared by the Company at the time Guggenheim made the

Notes to Financial Statements (Unaudited)

expense 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, performance-based incentive fees, 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 Guggenheim 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 Guggenheim, (ii) the Company's Board makes a determination to dissolve or liquidate the Company.

The specific amount of Guggenheim's expense payment obligation is determined at the end of each month. Upon termination of the Expense Support Agreement by Guggenheim, it is required to fund any amounts accrued thereunder as of the date of termination. Similarly, the conditional obligation of the Company to reimburse Guggenheim pursuant to the terms of the Expense Support Agreement shall survive the termination of the Expense Support Agreement by either party. There can be no assurance that the Expense Support Agreement will remain in effect or that Guggenheim will reimburse any portion of the Company's expenses in future months.

The table below presents a summary of all unreimbursed monthly expenses supported by Guggenheim:



Month Ended	Expense Support from CCA and Guggenheim		CCA Waiver of Expense Support Reimbursement			Expense Support Reimbursement to Guggenheim			Unreimbursed Expense Support		Minimum of 1.75% and Annualized Fiscal Year to Date Other Operating Expense Ratio ⁽¹⁾	Annualized Regular Cash Distribution Rate/Share, Declared ⁽²⁾	Eligible for Reimbursement through
September 2015	$	35,102	$	(17,551	)	$	—		$	17,551	NM	$1.92161	September 30, 2018
October 2015	29,802		(14,901		)	—			14,901		1.75%	$1.92161	October 31, 2018
November 2015	33,096		(16,548		)	—			16,548		1.75%	$1.92161	November 30, 2018
December 2015	5,468		(2,734		)	—			2,734		1.75%	$1.92161	December 31, 2018
January 2016	28,793		(14,397		)	—			14,396		1.75%	$1.92161	January 31, 2019
February 2016	27,114		(13,557		)	—			13,557		1.75%	$1.92161	February 28, 2019
December 2016	71,395		(35,698		)	(13,990		)	21,707		1.75%	$1.81792	December 31, 2019
January 2017	118,626		(59,313		)	—			59,313		1.75%	$1.81792	January 31, 2020
February 2017	82,700		(41,350		)	—			41,350		1.75%	$1.81792	February 29, 2020
March 2017	109,908		(54,954		)	—			54,954		1.75%	$1.81792	March 31, 2020
April 2017	60,900		(30,450		)	—			30,450		1.75%	$1.81792	April 30, 2020
May 2017	90,669		(45,335		)	—			45,334		1.75%	$1.81792	May 31, 2020
June 2017	109,012		(54,506		)	—			54,506		1.75%	$1.81792	June 30, 2020
August 2017	57,161		(28,581		)	—			28,580		1.75%	$1.81792	August 31, 2020
September 2017	3,055		—			—			3,055		1.70%	$1.81792	September 30, 2020
November 2017	16,782		—			—			16,782		1.55%	$1.84440	November 30, 2020
January 2018	6,978		—			—			6,978		1.11%	$1.84440	January 31, 2021
February 2018	3,553		—			—			3,553		1.06%	$1.84440	February 28, 2021
March 2018	1,711		—			—			1,711		1.00%	$1.84440	March 31, 2021
April 2018	55,424		—			—			55,424		1.01%	$1.84440	April 30, 2021
Total									$	503,384

______________________


(1)	Other operating expenses include all expenses borne by the Company excluding organization and offering costs, an investment advisory fee, a performance-based incentive fee, financing fees and costs, and interest expense. "NM" means not measurable in these months due to the absence of a positive value for Average Net Assets.

(2)

"Annualized Regular Cash Distribution Rate/Share, Declared" equals the annualized rate of average weekly distributions per Share that were declared with record dates in the subject month immediately prior to the date the expenses support payment obligation was incurred by CCA and Guggenheim. Regular cash distributions do not include declared special cash or share distributions, if any. "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 Six Months Ended June 30, 2018 and June 30, 2017

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, 2018 and June 30, 2017:

Notes to Financial Statements (Unaudited)



		Three Months Ended						Six Months Ended
Related Party	Source Agreement & Description	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
CCA	Prior Administrative Services Agreement - expense reimbursement	$	—		$	70,295		$	—		$	146,746
Guggenheim	Administrative Services Agreement - expense reimbursement	$	59,354		$	—		$	112,087		$	—
CCA & Guggenheim	O&O Agreements - offering expenses reimbursements	$	—		$	180,338		$	—		$	321,779
CCA & Guggenheim	Prior Expense Support Agreements - expense support from related parties	$	—		$	(260,581	)	$	—		$	(571,814	)
Guggenheim	Expense Support Agreement - expense reimbursement from related parties	$	(55,424	)	$	—		$	(67,666	)	$	—
Guggenheim	Expense Support Agreement - reimbursement of expense support	$	69,151		$	—		$	69,151		$	—
Dealer Manager (Carey Financial)	Dealer Manager Agreement - dealer manager fees	$	—		$	275,285		$	—		$	468,727

Indemnification

The Administrative Services Agreement provides certain indemnification to Guggenheim, its directors, officers, persons associated with 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 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 June 30, 2018, management believes that the risk of incurring any losses for such indemnification is remote.

Note 5. Common Shares

The Company's Initial Registration Statement pertaining to its Initial Public Offering was declared effective on July 31, 2015 and has concluded.

For the six months ended June 30, 2017, the public offering price of the Company's Common Shares ranged from a low of $26.75 per Common Share to a high of $26.90 per Common Share.

The following table summarizes the total Common Shares issued and proceeds received in connection with the Company's Public Offerings and reinvestment of distributions for (i) the six months ended June 30, 2018 and (ii) the period commencing on July 31, 2015 (inception) and ending June 30, 2018, including the event that the Initial Public Offering was suspended on August 23, 2017:



	Six Months Ended			Inception through
	June 30, 2018			June 30, 2018
	Shares	Amount		Shares	Amount
Gross proceeds from Public Offering	—	$	—	1,587,430	$	41,431,640
Dealer Manager fees and commissions	—	—		—	(867,272		)
Net proceeds to the Company from Public Offering	—	—		1,587,430	40,564,368
Reinvestment of distributions	33,851	870,184		103,183	2,658,133
Net proceeds from all issuance of Common Shares	33,851	$	870,184	1,690,613	$	43,222,501
Average net proceeds per Common Share	$25.71			$25.57

Notes to Financial Statements (Unaudited)

Repurchase of Common Shares

The following table is a summary of the share repurchase programs completed during the six months ended June 30, 2018 and June 30, 2017:



Tender Offer Termination Date	Total Number of Shares Offered to Repurchase	Total Number of Shares Repurchased	Total Consideration		Price Paid per Share		No. of Shares Repurchased / Total Shares Offered		No. of Shares Repurchased / Weighted Average Shares⁽¹⁾
2018:
March 14, 2018	34,443	5,013	$	128,736	$	25.68	14.55	%	0.36%
June 6, 2018	38,454	2,504	$	64,569	$	25.79	6.51	%	0.16%
Total	72,897	7,517	$	193,305			10.31	%

2017:
March 3, 2017	7,995	—	$	—	NA		—	%	—%
June 19, 2017	13,815	10,776	$	279,647	$	25.95	78.00	%	1.95%
Total	21,810	10,776	$	279,647			49.41	%

_____________________


(1)	Weighted average shares is based on the weighted average number of common shares outstanding in the prior four calendar quarters.

Note 6. Distributions

Declared distributions are paid monthly. The following table summarizes the distributions that the Master Fund paid on its Common Shares during the three and six months ended June 30, 2018 and June 30, 2017:



Record Date	Payment Date	Declared Distribution per Share per Record Date		Declared Distribution per Share per Payment Date		Cash Distribution
For Fiscal Year 2018
January 30	January 31	$	0.15370	$	0.15370	$	245,771
February 27	February 28	0.15370		0.15370		246,645
March 27	March 28	0.15370		0.15370		247,507
April 24	April 25	0.15370		0.15370		247,604
May 29	May 30	0.15370		0.15370		248,471
June 26	June 27	0.15370		0.15370		248,959
				$	0.92220	$	1,484,957
For Fiscal Year 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
				$	0.90896	$	1,032,786

Note 7. Commitments and Contingencies

Organization and Offering Expense Reimbursement Agreement

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 organization and offering expenses solely in connection with the capital raise activity of its Public Offerings. Any such reimbursement will not exceed actual expenses incurred by Guggenheim and its affiliates associated with each Public Offering. Guggenheim 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.

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, 2018 and June 30, 2017:



	Three Months Ended				Six Months Ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
Net increase in net assets resulting from operations	$	564,397	$	484,896	$	1,475,808	$	1,088,190
Weighted average Common Shares outstanding (basic and diluted)	1,617,051		1,336,542		1,611,012		1,146,496
Earnings per Common Share - basic and diluted⁽¹⁾	$	0.35	$	0.36	$	0.92	$	0.95

______________________


(1)	Earnings per Common Share, both basic and diluted, were the same in all periods because there were no Common Share equivalents.

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, 2018 and June 30, 2017:



	Six Months Ended
	June 30, 2018			June 30, 2017
PER COMMON SHARE OPERATING PERFORMANCE
Net asset value, beginning of period	$	25.68		$	25.75
Net investment income ⁽¹⁾	0.73			0.78
Net realized gain from investment ⁽¹⁾	0.14			—
Net unrealized gains⁽²⁾	0.05			0.23
Net increase resulting from operations	0.92			1.01
Distributions to common shareholders ⁽³⁾
Distributions from net investment income ⁽³⁾	(0.73		)	(0.78		)
Distributions from realized gain on investment ⁽³⁾	(0.14		)	—
Distributions in excess of net investment income ⁽³⁾	(0.05		)	(0.13		)
Net decrease resulting from distributions	(0.92		)	(0.91		)
Capital Share transactions
Issuance of Common Shares above net asset value ⁽⁴⁾	—			0.07
Net increase in net assets resulting from capital share transactions	—			0.07
Net asset value, end of period	$	25.68		$	25.92

INVESTMENT RETURNS
Total investment return-net price ⁽⁵⁾	—			4.00		%
Total investment return-net asset value ⁽⁶⁾	3.62		%	4.22		%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period	$	41,731,888		$	41,431,974
Average net assets ⁽⁷⁾	$	41,486,342		$	29,904,940
Common Shares outstanding, end of period	1,625,365			1,598,715
Weighted average Common Shares outstanding	1,611,012			1,146,496
Ratios-to-average net assets: ^{(7) (8)}
Total expenses	0.76		%	1.51		%
Effect of expense reimbursement from Advisors	—		%	(1.91		)%
Net expenses	0.76		%	(0.40		)%
Net investment income	2.83		%	3.00		%

_____________________


(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. For income tax purposes, distributions made to shareholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions are determined based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under GAAP. The tax character of distribution shown above is an estimate since the exact amount cannot be determined at this point. As of June 30, 2018, the Company estimates distributions to be composed of either ordinary income or capital gains. The final determination of the tax character of distributions will not be made until we file our tax return.

Notes to Financial Statements (Unaudited)

(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.

(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 distributions are reinvested in accordance with the Company’s distribution reinvestment plan. Because there is no public market for the Company’s Common Shares, 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. For the six months ending June 30, 2018, there was no applicable net price as the Company only issued Shares through the reinvestment of distributions at net asset value.

(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 distributions are reinvested in accordance with the Company’s distribution reinvestment plan, net of sales load, on each monthly distribution payment date. Because there is no public market for the Company’s shares, the terminal market value per share is assumed to be equal to net asset value per share on the last day of the period presented. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company’s Common Shares. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. 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. The Master Fund's total expenses-to-average net assets for the six months ended June 30, 2018 and June 30, 2017 were 3.71% and 3.82%, respectively.

Note 10. Subsequent Events

None.

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 Guggenheim Credit Income Fund 2019. The Term "Master Fund" refers to Guggenheim Credit Income Fund. Capitalized terms used in this Item 2 have the same meaning as in the accompanying financial statements presented in Part I. Item 1. Financial Statements (unaudited), unless otherwise defined herein.

Overview

We are a feeder fund and we are affiliated with the Master Fund, which is a specialty finance investment company that has elected to be treated as a BDC under the 1940 Act. The Master Fund is externally managed by Guggenheim, which is responsible for sourcing potential investments, 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 the Master Fund's portfolio on an ongoing basis. The Master Fund's management discussion and analysis of financial condition and results of operations as presented in its quarterly report should be read in its entirety.

Investment Objectives and Investment Program

Our investment objectives are to provide our shareholders with current income, capital preservation, and, to a lesser extent, long-term capital appreciation.

We intend to meet our investment objectives by investing substantially all of our equity capital in the Master Fund. The Master Fund's investment objectives are the same as our own. The Master Fund's investment strategy is focused on creating and growing an investment portfolio that generates superior risk-adjusted returns by carefully selecting investments through rigorous due diligence and actively managing and monitoring our investment portfolio. When evaluating an investment and the related portfolio company, the Master Fund uses the resources of its Advisor to develop an investment thesis and a proprietary view of a potential portfolio company’s intrinsic value. We believe the Master Fund's flexible approach to investing allows it to take advantage of opportunities that offer favorable risk/reward characteristics.

The Master Fund primarily focuses on the following range of investment types that may be available within the capital structure of portfolio companies:

•

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


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


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

Revenues

Dividend income from our ownership of the Master Fund's common shares is our source of investment income. Our revenues will fluctuate with the operating performance of the Master Fund and its distributions 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, legal services, transfer agent services, organization expenses and offering expenses. Additionally, we indirectly bear the operating expenses of the Master Fund through our ownership of its common shares, such as an investment advisory fee, a performance-based incentive fee, independent audit services, third party valuation services, and various other professional services fees.

Results of Operations

Operating results for the three and six months ended June 30, 2018 and June 30, 2017 were as follows:



	Three Months Ended						Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018		June 30, 2017
Total investment income	$	881,747		$	504,321		$	1,491,526	$	777,880
Net expenses	162,244			(12,445		)	315,424		(119,022		)
Net investment income	719,503			516,766			1,176,102		896,902
Long term gain distributions from GCIF	—			—			223,008		—
Net change in unrealized appreciation (depreciation) from investment	(155,106		)	(31,870		)	76,698		191,288
Net increase in net assets resulting from operations	$	564,397		$	484,896		$	1,475,808	$	1,088,190

Investment Income

Investment income consisted solely of distributions from the Master Fund for the three and six months ended June 30, 2018 and June 30, 2017.

Operating Expenses

Operating expenses consisted of the following major components for the three and six months ended June 30, 2018 and June 30, 2017:



	Three Months Ended						Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Administrative services	$	3,750		$	3,751		$	7,500		$	7,500
Related party reimbursements	59,354			70,295			112,087			146,746
Trustees fees	747			748			1,479			1,488
Professional services fees	36,098			57,697			68,608			99,443
Offering expenses	27,165			88,442			89,113			140,757
Other expenses	21,403			27,203			35,152			56,858
Total operating expenses	148,517			248,136			313,939			452,792
Reimbursement of expense support	69,151			—			69,151			—
Less: Expense support from related parties	(55,424		)	(260,581		)	(67,666		)	(571,814		)
Net expenses	$	162,244		$	(12,445	)	$	315,424		$	(119,022	)

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 administrative costs and expenses incurred by CCA or Guggenheim that were reimbursable. Reimbursable costs and expenses include, but are not limited to, the Company's share of salaries, rent, office administration, costs associated with regulatory reporting and filings, and costs related to the preparation for and conducting of meetings of the Company's Board. An investment advisory fee is only incurred by the Master Fund, although it is incurred indirectly by the Company through its ownership of Master Fund common shares.

Net Realized Gain from Investment

For the three months ended June 30, 2018 and June 30, 2017, we did not sell any shares of the Master Fund and therefore we did not incur any realized gains or losses on our investment. During the three months ended June 30, 2018 and June 30, 2017, distributions from the Master Fund were composed entirely of income.

For the six months ended June 30, 2018 and June 30, 2017, we did not sell any shares of the Master Fund and therefore we did not incur any realized gains or losses on our investment. During the six months ended June 30, 2018, $0.2 million of

distributions received from the Master Fund were classified as long term gains. During the six months ended June 30, 2017, distributions from the Master Fund were composed entirely of income.

Changes in Unrealized Appreciation (Depreciation) from Investment

For the three months ended June 30, 2018, the total net change in unrealized depreciation from our investment in the Master Fund was $0.2 million. For the three months ended June 30, 2017, the total net change in unrealized appreciation from our investment in the Master Fund was less than $0.1 million.

For the six months ended June 30, 2018, the total net change in unrealized appreciation from our investment in the Master Fund was $0.1 million. For the six months ended June 30, 2017, the total net change in unrealized appreciation from our investment in the Master Fund was $0.2 million.

Cash Flows for the Six Months Ended June 30, 2018 and June 30, 2017

For the six months ended June 30, 2018 and June 30, 2017, net cash provided by (used for) operating activities was $1.4 million and ($19.9) million, respectively. In 2018, distributions from the Master Fund were the primary provider of cash. In 2017, investment in the Master Fund's shares was the primary use of cash.

Net cash used for financing activities was $0.8 million during the six months ended June 30, 2018, primarily consisted of cash outflows for distributions of $0.6 million to shareholders. Net cash provided by financing activities was $20.0 million during the six months ended June 30, 2017, primarily represented by proceeds from issuance of Common Shares of $20.7 million.

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, including capital gains, if any, received from our ownership of the Master Fund's common shares, (iv) expense support payments pursuant to the Expense Support Agreement, and (v) the sale of our owned Master Fund shares in conjunction with its periodic share repurchase programs. 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, (iv) repurchases of our Common Shares pursuant to our periodic share repurchase programs and (v) reimbursement payments for prior period expense support payments. We are not permitted to issue any senior securities, including preferred securities.

We manage our assets and liabilities such that current assets are sufficient to cover current liabilities and excess if any, is invested in the acquisition of Master Fund's common shares.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2018 and June 30, 2017.

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.

Valuation of Investments

We invest substantially all of our equity capital in the purchase of Master Fund common shares. We determine the fair value of our investment in the Master Fund as the Master Fund's net asset value per common share (as determined by the Master Fund) multiplied by the number of Master Fund common shares that we own.

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 has declared distributions on Common Shares that are payable to shareholders of record after June 30, 2018. The declared distribution rates per Common Share for the period after June 30, 2018 are summarized as follows:



2018 Record Dates	2018 Payment Dates	Declared Distribution per Share per Record Date
July 31	August 1	$	0.15370
August 28	August 29	$	0.15370

Related Party Agreements and Transactions

We have entered into agreements with Guggenheim whereby we agreed to (i) receive expense support payments and to conditionally reimburse it for prior period expense support payments, (ii) to pay for administrative services, and (iii) compensate

GFD, an affiliate of Guggenheim, 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 transactions and expense reimbursement agreements.

Reimbursement of CCA and Guggenheim for Organization and Offering Expenses

Under the terms of the O&O Agreement, we agreed to reimburse CCA and Guggenheim for our organization and offering expenses solely in connection with the capital raise of our Public Offering (See Note 4. Related Party Agreements and Transactions).

Reimbursement of the Administrator for Administrative Services

We reimburse the Administrator for its expenses in connection with the provision of administrative services to us. These reimbursement expenses are periodically reviewed and approved by the Independent Trustees Committee of our Board. 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, 2018, 90.7% of the Master Fund's investments, or $339.7 million measured at fair value, are subject to floating 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 floating 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 floating rate investments, an increase in interest rates could also make it more difficult for borrowers to repay their loans, and a rise in interest rates may also make it easier for the Advisor 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, 2018, 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, and (iii) our percent ownership of Master Fund shares:



	Net Increase
Basis Points (bps) Increase	per Share
+50 bps	$	0.08
+100 bps	0.17
+150 bps	0.25
+200 bps	0.34

The Master Fund regularly measures its exposure to interest rate risk. The Master Fund assesses interest rate risk and manages its interest rate exposure on an ongoing basis by comparing its interest rate sensitive assets to its interest rate sensitive liabilities. Based on that review, the Master Fund determines whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Exchange Act, is recorded, processed, summarized, and reported within the required time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our chief executive 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, 2018, 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, 2018 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 3, 2018, 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, 2018, 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 14, 2018.

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, 2018:



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⁾
April 1, 2018 to April 30, 2018	—	—		—	—
May 1, 2018 to May 31, 2018	—	—		—	—
June 1, 2018 to June 30, 2018	2,504	$	25.79	2,504	—
Total	2,504			2,504	—

____________________


(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 Information.

None.

Item 6. Exhibits.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



			GUGGENHEIM CREDIT INCOME FUND 2019

Date:	August 9, 2018	By:	/s/ Matthew S. Bloom
			MATTHEW S. BLOOM
			Chief Executive Officer
			(Principal Executive Officer)

Date:	August 9, 2018	By:	/s/ Brian S. Williams
			BRIAN S. WILLIAMS
			Chief Financial Officer
			(Principal Financial Officer)

EXHIBIT INDEX

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



3.1			Certificate of Amendment to Certificate of Trust of the Registrant. (Incorporated by reference to Exhibit 99(a)(3) 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			Certificate of Amendment to Certificate of Trust (Incorporated by reference to Exhibit 3.1 filed with the Registrant's Form 8-K (File No. 814-01091) as filed October 23, 2017.)

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

4.1			Distribution Reinvestment Plan of the Registrant. (Incorporated by reference to Exhibit 99(e) 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 Guggenheim Credit Income Fund's Form 10-Q (File No. 814-01117) filed on May 12, 2017) *

10.2			Administrative Services Agreement by and between the Registrant and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99.2 filed with Guggenheim Credit Income Fund's Form 8-K (File No. 814-01117) filed on August 15, 2017.)

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

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

10.5			Assignment and Assumption Agreement for Dealer Manager Agreement by and among the Registrant, Carey Financial, LLC, and Guggenheim Funds Distributors, LLC. (Incorporated by reference to Exhibit 99.4 filed with Guggenheim Credit Income Fund's Form 8-K (File No. 814-01117) filed on August 15, 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 Amended and Restated Expense Support and Conditional Reimbursement Agreement by and among the Registrant, Carey Credit Advisors, LLC and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99.4 filed with Registrant's Form 8-K (File No. 814-01091) on August 16, 2017.)

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

10.9			Form of Amended and Restated Organization and Offering Expense Reimbursement Agreement by and among the Registrant, Carey Credit Advisors, LLC and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99.3 filed with Guggenheim Credit Income Fund's Form 8-K (File No. 814-01117) filed on August 15, 2017.)

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

10.11			Amendment to Amended and Restated Loan Agreement and Investment Management Agreement dated as of August 24, 2017. (Incorporated by reference to Exhibit 10.13 filed with Guggenheim Credit Income Fund's Form 10-Q (File No. 814-01117) filed on November 7, 2017.)

14.1			Code of Ethics of the Registrant. (Incorporated by reference to Exhibit 14.1 filed with Guggenheim Credit Income Fund's Form 10-K (File No. 814-01117) filed on March 13, 2018.)



14.2			Code of Ethics of Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 14.2 filed with Guggenheim Credit Income Fund's Form 10-K (File No. 814-01117) filed on March 13, 2018.)

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

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

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

99			Form 10Q of Guggenheim Credit Income Fund for the quarterly period ended June 30,2018. (Filed herewith.)

* These exhibit 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 registrant.

GUGGENHEIM CREDIT INCOME FUND 2019 - FORM 10-Q - August 9, 2018

Attached files

GUGGENHEIM CREDIT INCOME FUND 2019 Reports