UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017March 31, 2018
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 814-01091
image0a64.jpg
CAREYgugglogocmyk262a06.jpg
GUGGENHEIM CREDIT INCOME FUND 2019
(Formerly GUGGENHEIM CREDIT INCOME FUND - II)
(Exact name of registrant as specified in its charter)
Delaware 47-2009064
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
50 Rockefeller Plaza,330 Madison Avenue, New York, New York 1002010017
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (212) 492-1100739-0700
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý   No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ¨  No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,”filer” and “smaller reporting company,”company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
   ¨
  Accelerated filer
 ¨
Non-accelerated filer
ý  Do not check if smaller reporting company
  Smaller reporting company
 ¨
Emerging growth company
    ¨
   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
¨

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 AugustMay 4, 20172018 was 1,617,517.

1,616,601.








CAREYGUGGENHEIM CREDIT INCOME FUND - I2019
INDEX
  PAGE
PART I. FINANCIAL INFORMATION
   
Item 1. 
   
 
   
 
   
 
   
 
   
 
   
Item 2.
   
Item 3.
   
Item 4.
   
PART II. OTHER INFORMATION
   
Item 1.
   
Item 1A.
   
Item 2.
   
Item 5.
   
Item 6.
   
   


Forward-Looking Statements
This Quarterly Report on Form 10-Q, or this Report, including Management's Discussion and Analysis of Financial Condition and Results of Operations, in Item 2 of Part I of this Report, contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements generally are characterized by the use of terms such as "may," "should," "plan," "anticipate," "estimate," "intend," "predict," "believe," "expect," "will," "will be," and "project" or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: increased direct competition; changes in government regulations; changes in local, national, and global economic conditions and capital market conditions; availability of proceeds from our offering of common shares; and the performance of the Master Fund and its common shares that we own. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties, and other factors that may materially affect our future results, performance, achievements, or transactions. Information on factors which could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in this Report as well as in our other filings with the SEC,U.S. Securities and Exchange Commission ("SEC"), including but not limited to those described in Part II. Item 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, 2016,2017, that was filed on March 22, 2017.14, 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, 2016,2017, that was filed on March 22, 2017.14, 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 "Company" refer to CareyGuggenheim Credit Income Fund 2019 (formerly Guggenheim Credit Income Fund - I.I). All capitalized terms have the same meaning as defined in the Notes.


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited).
CAREYGUGGENHEIM CREDIT INCOME FUND - I2019
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
June 30, 2017 December 31, 2016March 31, 2018 December 31, 2017
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
Investment in GCIF (4,759,871 shares purchased at a cost of $39,898,092 and 4,759,871 shares purchased at a cost of $39,898,092, respectively)$40,804,352
 $40,572,548
Cash299,889
 251,708
954,180
 650,811
Due from Advisors184,001
 138,773
Dividend income receivable168,530
 
Deferred offering costs299,521
 118,300
Receivable from related parties12,242
 
Prepaid expenses and other assets31,705
 93,653
Total assets$41,639,361
 $20,473,913
$41,802,479
 $41,317,012
      
Liabilities      
Due to Advisors$19,047
 $17,136
Payable to related parties$35,545
 $170,962
Accrued professional services fees67,291
 42,461
46,912
 44,562
Accrued offering expenses91,715
 35,968
Payable for shares tendered128,736
 
Accounts payable, accrued expenses and other liabilities29,334
 13,898
48,097
 37,330
Total liabilities207,387
 109,463
259,290
 252,854
Commitments and contingencies (Note 7. Commitments and contingencies)
   
Commitments and contingencies (Note 7. Commitments and Contingencies)
   
Net Assets$41,431,974
 $20,364,450
$41,543,189
 $41,064,158
      
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
Common Shares, $0.001 par value, 348,000,000 Common Shares authorized, 1,610,956 and 1,599,031 Common Shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively$1,611
 $1,599
Paid-in-capital in excess of par value40,841,597
 19,830,285
40,880,066
 40,572,536
Distributions in excess of net investment income(252,142) (116,258)
Net unrealized appreciation on investment840,920
 649,632
Accumulated distributions in excess of net investment income(244,748) (184,433)
Accumulated net unrealized appreciation on investment906,260
 674,456
Total net assets$41,431,974
 $20,364,450
$41,543,189
 $41,064,158
Net asset value per Common Share$25.92
 $25.75
$25.79
 $25.68
See Unaudited Notes to Financial Statements.


CAREYGUGGENHEIM CREDIT INCOME FUND - I2019
STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended
2017 2016 2017 2016March 31, 2018 March 31, 2017
Investment Income          
Dividends from investment in Carey Credit Income Fund$504,321
 $
 $777,880
 $6,417
Dividends from investment in GCIF$609,779
 $273,559
Total investment income504,321
 
 777,880
 6,417
609,779
 273,559
          
Operating Expenses (1)
          
Administrative services3,751
 3,750
 7,500
 7,500
3,750
 3,749
Related party reimbursements70,295
 74,572
 146,746
 153,751
52,733
 76,451
Trustees fees748
 
 1,488
 
732
 740
Professional services fees57,697
 27,108
 99,443
 68,080
32,510
 41,746
Offering expenses88,442
 
 140,757
 
61,948
 52,315
Organization expenses
 60,741
 
 78,156
Printing and mailing expenses20,170
 7,647
 25,059
 7,647
Shareholder servicing expenses
 
 20,000
 
1,880
 20,000
Other expenses7,033
 3,771
 11,799
 6,350
11,869
 9,655
Total operating expenses248,136
 177,589
 452,792
 321,484
165,422
 204,656
Less: Expense support from related parties (See Note 4. Related Party Agreements and Transactions)
(260,581) (194,080) (571,814) (320,023)(12,242) (311,233)
Net expenses(12,445) (16,491) (119,022) 1,461
153,180
 (106,577)
Net investment income516,766
 16,491
 896,902
 4,956
456,599
 380,136
          
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
Realized and unrealized gain:   
Long term gain distributions from GCIF223,008
 
Net change in unrealized appreciation from investment231,804
 223,158
Net realized and unrealized gains454,812
 223,158
Net increase in net assets resulting from operations$484,896
 $106,346
 $1,088,190
 $94,398
$911,411
 $603,294
          
Per Common Share information:          
Net investment income per Common Share outstanding - basic and diluted$0.39
 $0.10
 $0.78
 $0.05
$0.28
 $0.40
Earnings per Common Share - basic and diluted$0.36
 $0.64
 $0.95
 $1.05
$0.57
 $0.63
Weighted average Common Shares outstanding - basic and diluted1,336,542
 166,967
 1,146,496
 90,202
1,604,905
 954,339
Distributions per Common Share$0.45
 $0.45
 $0.91
 $0.92
$0.46
 $0.45
______________
(1)Operating expenses solely represent the Company's operating expenses and do not include the Company's proportionate share of the Master Fund's operating expenses.
See Unaudited Notes to Financial Statements.


CAREYGUGGENHEIM CREDIT INCOME FUND - I2019
STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
Six Months Ended June 30,Three Months Ended
2017 2016March 31, 2018 March 31, 2017
Operations   
Operations:   
Net investment income
$896,902
 $4,956
$456,599
 $380,136
Net change in unrealized appreciation191,288
 89,442
Net realized gain from investment in GCIF223,008
 
Net change in unrealized appreciation from investment231,804
 223,158
Net increase in net assets resulting from operations1,088,190
 94,398
911,411
 603,294
Shareholder distributions:      
Distributions from net investment income(896,902) (4,956)(456,599) (380,136)
Distributions from net realized gain on investment(223,008) 
Distributions in excess of net investment income(135,884) (75,514)(60,315) (49,075)
Net decrease in net assets from shareholder distributions(1,032,786) (80,470)(739,922) (429,211)
Capital share transactions:      
Issuance of Common Shares20,705,003
 7,578,757

 9,245,927
Reinvestment of shareholders distributions586,764
 46,443
Reinvestment of shareholders' distributions436,278
 240,839
Repurchase of Common Shares(279,647) 
(128,736) 
Net increase in net assets resulting from capital share transactions21,012,120
 7,625,200
307,542
 9,486,766
Total increase in net assets21,067,524
 7,639,128
479,031
 9,660,849
Net assets at beginning of period20,364,450
 118,223
41,064,158
 20,364,450
Net assets at end of period$41,431,974
 $7,757,351
$41,543,189
 $30,025,299
      
Capital share activity:      
Common Shares outstanding at the beginning of the period790,926
 4,842
1,599,031
 790,926
Common Shares issued from subscriptions796,026
 308,585

 356,661
Common Shares issued from reinvestment of distributions22,539
 1,885
16,938
 9,282
Repurchase of Common Shares outstanding(10,776) 
Common Shares repurchased(5,013) 
Common Shares outstanding at the end of the period1,598,715
 315,312
1,610,956
 1,156,869
Distributions in excess of net investment income at end of period$(252,142) $(75,852)$(244,748) $(165,333)
See Unaudited Notes to Financial Statements.


CAREYGUGGENHEIM CREDIT INCOME FUND - I2019
STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended June 30,Three Months Ended
2017 2016March 31, 2018 March 31, 2017
Operating activities      
Net increase in net assets resulting from operations$1,088,190
 $94,398
$911,411
 $603,294
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)
Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities:   
Purchase of investment in GCIF
 (9,351,300)
Net change in unrealized appreciation from investment
(231,804) (223,158)
(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 Advisors1,911
 21,496
Receivable from related parties(12,242) (101,516)
Prepaid expenses and other assets61,948
 (89,275)
Increase (decrease) in operating liabilities:   
Payable to related parties(135,417) 8,341
Accrued professional services fees24,830
 5,380
2,350
 14,635
Accrued offering expenses55,747
 

 32,751
Accrued organization expenses
 33,586
Accounts payable, accrued expenses and other liabilities15,436
 4,524
Net cash used in operating activities(19,931,153) (7,571,973)
Accounts payable, accrued expenses, and other liabilities10,767
 466
Net cash provided by (used in) operating activities607,013
 (9,105,762)
      
Financing activities      
Issuance of Common Shares$20,705,003
 $7,578,757
$
 $9,245,927
Distributions paid(446,022) (34,027)(303,644) (188,372)
Repurchase of Common Shares(279,647) 
Net cash provided by financing activities19,979,334
 7,544,730
Net cash provided by (used in) financing activities(303,644) 9,057,555
      
Net increase (decrease) in cash48,181
 (27,243)303,369
 (48,207)
Cash, beginning of period251,708
 41,241
650,811
 251,708
Cash, end of period$299,889
 $13,998
$954,180
 $203,501
Supplemental information:      
Distributions reinvested$586,764
 $46,443
$436,278
 $240,839
Repurchase of Common Shares$128,736
 $
See Unaudited Notes to Financial Statements.

Notes to Financial Statements (Unaudited)


CAREYGUGGENHEIM CREDIT INCOME FUND - I2019
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Principal Business and Organization
CareyGuggenheim Credit Income Fund 2019 (the "Company"), formerly known as Guggenheim Credit Income Fund - I, (the "Company") was formed as a Delaware statutory trust on September 5, 2014. The Company's investment objectives are to provide its shareholders with current income, capital preservation, and, to a lesser extent, long-term capital appreciation by investing substantially all of its equity capital in CareyGuggenheim Credit Income Fund (the "Master Fund"). The Company is a non-diversified, closed-end management investment company that elected to be treated as a business development company (a "BDC") under the Investment Company Act of 1940, as amended (the "1940 Act").
The Master Fund has elected to be treated as a BDC under the 1940 Act and it has the same investment objectives as the Company. The Master Fund iscommenced 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 ( the "Advisor"("CCA"), an affiliate of W. P. Carey Inc. ("WPC"), and Guggenheim Partners Investment Management, LLC ("GPIM") (collectivelyGuggenheim" or the "Advisors""Advisor"), which arewere responsible for sourcing potential investments, analyzing and conducting due diligence on prospective investment opportunities, structuring investments, and ongoing monitoring of the Master Fund’s investment portfolio. Both Advisors are registeredOn August 10, 2017, CCA resigned as the Master Fund's investment advisers with the U.S. Securitiesadvisor and Exchange Commission ("SEC"). The Advisor also provides the administrative services necessary for the operations of the Companyadministrator, and the Master Fund. The Fund's Board of Trustees ("Master Fund's consolidated financial statements are an integral partBoard") 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 Company's financial statements and should be read in their entirety.votes cast by shareholders.
The Company is currently offering andwas selling its common shares ("Shares" or "Common Shares") pursuant to a registration statement on Form N-2 (the “Registration“Initial Registration Statement”) covering its continuous public offering of up to $1.0 billion (the “Public“Initial Public Offering”). The Company will continuesuspended 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 acquire Master Fund common sharesGuggenheim, 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 seriespublic offering of private placement transactionsup to $958.6 million (the "Public Offering", together the with the proceeds from itsInitial Public Offering, (see Note 5. Common Sharesthe "Public Offerings"). As of June 30, 2017,March 31, 2018 the Registration Statement had not be declared effective by the SEC.
As of March 31, 2018, the Company owned 16.37%16.33% of the Master Fund's outstanding common shares.
Note 2. Significant Accounting Policies
Basis of Presentation
Management has determined that the Company meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC Topic 946”).
The Company's interim financial statements have been prepared pursuant to the requirements for reporting on Form 10-Q and the disclosure requirements stipulated in Articles 6 and 10 of Regulation S-X, and therefore do not necessarily include all information and notes necessary for a fair statement of financial position and results of operations in accordance with accounting principles generally accepted in the U.S. ("GAAP"). In the opinion of management, the unaudited financial information for the interim period presented in this Report reflects all normal and recurring adjustments necessary for a fair statement of financial position and results from operations. Operating results for interim periods are not necessarily indicative of operating results for an entire year. The Company's unaudited financial statements should be read in conjunction with the Master Fund's unaudited consolidated financial statements; the Master Fund's quarterly report on Form 10-Q is incorporated by reference and filed as an exhibit to this Report.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current presentation with no effect on our financial condition, results of operations or cash flows.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities at the date of the financial statements, (ii) the reported amounts of income and expenses during the reported period and (iii) disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ materially from those estimates under different assumptions and conditions.
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.
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 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 to realizedbetween 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 from theof, Master Fund.Fund shares. Realized gains and losses resulting from the Company's share repurchase transactions with the Master Fund are calculated on the specific share identification basis.
Organization and Offering Expenses
Organization expenses are expensed on the Company's statements of operations. Continuous offering expenses are capitalized monthly on the Company's statements of assets and liabilities as deferred offering costs and thereafter expensed to the Company's statements of operations over a 12-month period.period on a straight-line basis commencing at the later of (i) when the expense was incurred and (ii) when operations begin.
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 31st of the calendar year and (iii) any net ordinary income and capital gain net income for preceding calendar years that were not distributed during such calendar years and on which the Company 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%
Investment As of: No. of Shares 
Weighted Average Shares Owned (1)
 Cost Fair Value % of Net Assets
Guggenheim Credit Income Fund March 31, 2018 4,759,871
 4,759,871
 $39,898,092
 $40,804,352
 98.2%
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 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.
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 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
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.
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 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
AllThe 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 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. Company's Shares.
The memberships of the Company's Board of Trustees of(the "Company's Board" or the Company"Board") and the Master FundFund's Board are identical and consequently the Company and the Master Fund are related parties. All of the Company's executive officers also serve as executive officers of the Master Fund.
The Company has entered into agreements with the 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 Two of the Advisor, to compensate for capital market services in connection with the marketingCompany’s executive officers, Kevin Robinson, Senior Vice President, and distributionBrian Binder, Senior Vice President, serve as executive officers 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.Guggenheim.
Administrative Services Agreement
On October 3, 2016,Prior to September 11, 2017, the Company entered intowas party to an amended and restated administrative services agreement with the AdvisorCCA (the "Administrative"Prior Administrative Services Agreement") whereby the AdvisorCCA agreed to provide administrative services to the Company, including office facilities and equipment, and clerical, bookkeeping, and record-keeping services. More specifically, the Advisor,CCA, serving as the administrator (the "Administrator""Prior Administrator"), performsperformed and overseesoversaw the Company's required administrative services, which include financial and corporate record-keeping, preparing and disseminating the Company's reports to its shareholders, and filing reports with the SEC. In addition, the Prior Administrator assistsassisted in determining net asset value, overseesoverseeing the preparation and filing of tax returns, overseesoverseeing the payment of expenses and distributions, and overseesoverseeing the performance of administrative and professional services rendered by others. For providing these services, facilities, and personnel, the Company reimbursesreimbursed 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 the AdministratorGuggenheim upon the vote of the Company's independent trustees, or (ii) by the AdministratorGuggenheim upon not less than 120 days' written notice to the Company. Unless earlier terminated, the Administrative Services Agreement will remain in effect year to yearfor two years, and thereafter shall continue automatically for successive one-year periods if approved annually by a majority of the Company's Board of Trustees and the Company's Independent Trustees.
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.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 the Dealer ManagerCarey Financial, LLC, a Delaware limited liability company ("Carey Financial") and the Master Fund. On August 10, 2017, Carey Financial assigned the Dealer Manager Agreement to GFD and the assignment agreement was approved by the Company's Board. Under the terms of the Dealer Manager Agreement, the Dealer ManagerGFD is to act on a best efforts basis as the exclusive dealer manager for (i) the Company's Public OfferingOfferings 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 the Dealer ManagerGFD pursuant to the terms of the Dealer Manager Agreement. The Dealer Manager Agreement may be terminated by the Company or the Dealer ManagerGFD upon 60 calendercalendar days' written notice to the other party. In the event that the Company or the Dealer ManagerGFD 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"Prior O&O Agreement") with the Advisors.CCA and Guggenheim. Under the Prior O&O Agreement the Company reimburses the Advisors
Notes to Financial Statements (Unaudited)


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 iswas conditional on the Company's receipt of equity capital from the sale of its Common Shares. Any such reimbursement willwould not exceed actual expenses incurred by the AdvisorsCCA and Guggenheim and their affiliates. The Advisors will beCCA and Guggenheim were responsible for the payment of the Company's cumulative organization and offering expenses to the extent they exceedexceeded 1.5% of the aggregate proceeds from the sale of the Company's Common Shares, without recourse against or reimbursement by the Company.
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, 2017, the Advisors haveMarch 31, 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 $2.3$1.1 million. Under the terms of the O&O Agreement, the Company is no longer obligated to reimburse the AdvisorsGuggenheim for these organization andexpenses as the Initial Public Offering has concluded. Any offering expenses solely in connectioncosts incurred by Guggenheim on behalf of the Company associated with the capital raise activityPublic Offering are subject to reimbursement under the terms and conditions of ourthe O&O Agreement. As of March 31, 2018 Guggenheim incurred offering costs associated with the Public Offering.Offering of less than $0.1 million. The O&O Agreement may be terminated at any time, without the payment of any penalty, by the Company or the Advisors,Guggenheim, 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 toThe Company initially entered into an expense support and conditional reimbursement agreement executed initiallywith CCA and Guggenheim on July 24,31, 2015, as may be amended, by and between the Advisors and the Company (the "Expense"Prior Expense Support Agreement"),. According to the Advisors haveterms of the Prior Expense Support Agreement CCA and Guggenheim agreed to reimburse the Company for expenses in an amount that is sufficient to ensure that no portion of the Company's distributions to shareholders will be paid from Common Share offering proceeds. The AdvisorsCCA 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 the AdvisorsGuggenheim for any amounts funded by the AdvisorsGuggenheim under this arrangement or the Prior Expense Support Agreement if (and only to the extent that), during any month occurring within three years of the date on which the AdvisorsGuggenheim funded such amount, the sum of the Company's estimated investment company taxable income and net capital gains exceeds the ordinary cash distributions paid by the Company to its shareholders; provided, however, that (i) the Company will only reimburse the AdvisorsGuggenheim for expense support payments made by the AdvisorsGuggenheim to the extent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause "other operating expenses" (as defined below) (on an annualized basis and net of any expense support reimbursement payments received by the Company during such fiscal year) to exceed the lesser of (A) 1.75% of the Company's average net assets attributable to its Common Shares for the fiscal year-to-date period after taking such reimbursement payments into account and (B) the percentage of the Company's average net assets attributable to its Common Shares represented by "other operating expenses" during the fiscal year in which such expense support payment from the AdvisorsAdvisor was made (provided, however, that this clause (B) will not apply to any reimbursement payment which relates to an expense support payment from the AdvisorsGuggenheim made during the same fiscal year); and (ii) the Company will not reimburse the AdvisorsGuggenheim for expense support payments made by the AdvisorsGuggenheim if the annualized rate of regular cash distributions declared by the Company at the time of such reimbursement payment is less than the annualized rate of regular cash distributions declared by the Company at the time the AdvisorsGuggenheim made the
Notes to Financial Statements (Unaudited)

expense support payment to which such reimbursement payment relates. "Other operating expenses" means the Company's total "operating expenses" (as defined below), excluding any investment advisory fee, a performance-based incentive fee,fees, organization and offering expenses, 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 AdvisorsGuggenheim 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 agreementInvestment Advisory Agreement with the Advisor,Guggenheim, (ii) the Company's Board of Trustees makes a determination to dissolve or liquidate the Company.
The specific amount of Advisors'Guggenheim's expense supportpayment obligation is determined at the end of each month. Upon termination of the Expense Support Agreement by the Advisors, they areGuggenheim, it is required to fund any amounts accrued thereunder as of the date of termination. Similarly, the conditional obligation of the Company to reimburse the AdvisorsGuggenheim pursuant to the terms of the Expense Support Agreement shall survive the termination of such agreementthe Expense Support Agreement by either party. There can be no assurance that the Expense Support Agreement will remain in effect or that the AdvisorsGuggenheim will reimburse any portion of the Company's expenses in future months.
Notes to Financial Statements (Unaudited)


The table below presents a summary of all unreimbursed monthly expenses supported by the Advisors and the associated dates through which such expenses are eligible for reimbursement by the Company:Guggenheim:
Month Ended
Expense Support from Advisors (1)
Expense Support Reimbursement to AdvisorsUnreimbursed 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 throughExpense Support from CCA and GuggenheimCCA Waiver of Expense Support ReimbursementExpense Support Reimbursement to GuggenheimUnreimbursed 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
July 2015$3,412
$
$3,412
NMNAJuly 31, 2018
August 201534,437

34,437
NM$0.96080August 31, 2018
September 201535,102

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

29,802
249.2%1.75%$1.92161October 31, 201829,802
(14,901)
14,901
1.75%$1.92161October 31, 2018
November 201533,096

33,096
44.9%1.75%$1.92161November 30, 201833,096
(16,548)
16,548
1.75%$1.92161November 30, 2018
December 20155,468

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

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

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

70,036
9.67%1.75%$1.80180March 31, 2019
April 201651,100

51,100
1.90%1.75%$1.81792April 30, 2019
May 201669,599

69,599
1.01%1.75%$1.81792May 31, 2019
June 201673,382

73,382
0.55%1.75%$1.81792June 30, 2019
July 201690,050

90,050
0.48%1.75%$1.81792July 31, 2019
August 201649,443

49,443
0.40%1.75%$1.81792August 31, 2019
September 2016(87,024)
(87,024)0.32%1.75%$1.81792September 30, 2019
October 2016114,400

114,400
0.24%1.75%$1.81792October 31, 2019
November 2016146,955

146,955
0.21%1.75%$1.81792November 30, 2019146,955
(73,478)(18,316)55,161
1.75%$1.81792November 30, 2019
December 201671,395

71,395
0.13%1.75%$1.81792December 31, 201971,395
(35,698)
35,697
1.75%$1.81792December 31, 2019
January 2017118,626

118,626
0.24%1.75%$1.81792January 31, 2020118,626
(59,313)
59,313
1.75%$1.81792January 31, 2020
February 201782,700

82,700
0.19%1.75%$1.81792February 29, 202082,700
(41,350)
41,350
1.75%$1.81792February 29, 2020
March 2017109,908

109,908
0.19%1.75%$1.81792March 31, 2020109,908
(54,954)
54,954
1.75%$1.81792March 31, 2020
April 201760,900

60,900
0.14%1.75%$1.81792April 30, 202060,900
(30,450)
30,450
1.75%$1.81792April 30, 2020
May 201790,669

90,669
0.13%1.75%$1.81792May 31, 202090,669
(45,335)
45,334
1.75%$1.81792May 31, 2020
June 2017109,012

109,012
0.19%1.75%$1.81792June 30, 2020109,012
(54,506)
54,506
1.75%$1.81792June 30, 2020
August 201757,161
(28,581)
28,580
1.75%$1.81792August 31, 2020
September 20173,055


3,055
1.70%$1.81792September 30, 2020
November 201716,782


16,782
1.55%$1.84440November 30, 2020
January 20186,978


6,978
1.11%$1.84440January 31, 2021
February 20183,553


3,553
1.06%$1.84440February 28, 2021
March 20181,711


1,711
1.00%$1.84440March 31, 2021
Total$1,418,374
$
$1,418,374
 
$517,110
 
______________________
(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)(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 the Advisors.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 of Trustees.Board.

Notes to Financial Statements (Unaudited)


Summary of Related Party Transactions for the Three and Six Months Ended June 30,March 31, 2018 and March 31, 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, 2017March 31, 2018 and June 30, 2016.March 31, 2017:
Notes to Financial Statements (Unaudited)

    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
    Three Months Ended
Related Party Source Agreement & Description March 31, 2018 March 31, 2017
CCA Prior Administrative Services Agreement - expense reimbursement $
 $76,451
Guggenheim Administrative Services Agreement - expense reimbursement $52,733
 $
CCA & Guggenheim O&O Agreements - offering expenses reimbursements $
 $141,591
CCA & Guggenheim Prior Expense Support Agreements - expense support from related parties $
 $(311,233)
Guggenheim Expense Support Agreement - expense reimbursement from related parties $(12,242) $
Dealer Manager (Carey Financial) Dealer Manager Agreement - dealer manager fees $
 $193,442
Indemnification
The Administrative Services Agreement provides certain indemnification to the Administrator,Guggenheim, its directors, officers, persons associated with the Administrator,Guggenheim, and its affiliates. In addition, the Company's Declaration of Trust, as amended, provides certain indemnifications to its officers, trustees, agents, and certain other persons. The Dealer Manager Agreement provides for certain indemnifications from the Company (with respect to the primary offering of its Common Shares) to the Dealer Manager,GFD, any selected dealers and their respective officers, directors, employees, members, affiliates, agents, representatives, and, if any, each person who controls such person or entity within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Such indemnifications are subject to certain limitations as provided for in the Company’s Declaration of Trust and the North American Securities Administrators Association Guidelines and are considered customary by management. As of June 30, 2017,March 31, 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. Effective February 26, 2016, the Company effected a reverse stock split of the Company's outstanding Common Shares. Each issued2015 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.has concluded.
For the sixthree months ended June 30,March 31, 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$26.75 per Common Share to a high of $25.50$26.90 per Common Share, restated for the reverse stock split prior to February 26, 2016.Share.
The following table summarizes the total Common Shares issued and proceeds received in connection with the Company's Public OfferingOfferings and reinvestment of distributions for (i) the sixthree months ended June 30, 2017March 31, 2018 and (ii) the period commencing on July 31, 2015 (inception) and ending June 30,March 31, 2018, including the event that the Initial Public Offering was suspended on August 23, 2017:
 Six Months Ended June 30, 2017 Inception through June 30, 2017
 Shares Amount Shares Amount
Gross proceeds from offering796,026
 $21,173,730
 1,573,768
 $41,066,640
Dealer Manager fees
 (468,727) 
 (858,722)
Net proceeds to the Company796,026
 20,705,003
 1,573,768
 40,207,918
Reinvestment of distributions22,539
 586,764
 35,723
 921,258
Net proceeds from offering818,565
 $21,291,767
 1,609,491
 $41,129,176
Average net proceeds per Common Share$26.01 $25.55
  Three Months Ended Inception through
 March 31, 2018 March 31, 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 distributions16,938
 436,278
 86,271
 2,224,227
Net proceeds from all issuance of Common Shares16,938
 436,278
 1,673,701
 42,788,595
Average net proceeds per Common Share$25.76 $25.57
Notes to Financial Statements (Unaudited)


Repurchase of Common Shares
The following table is a summary of the share repurchasesrepurchase programs completed during the sixthree months ended June 30, 2017:March 31, 2018 and March 31, 2017 (in thousands except share and per share amount):
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
Tender Offer Termination Date Total Number of Shares Offered to Repurchase Total Number of Shares Repurchased Total Consideration No. of Shares Repurchased / Total Offer Price Paid per Share
2018:       
  
March 14, 2018 34,443
 5,013
 $128,736
 14.6% $25.68
Total 34,443
 5,013
 $128,736
 14.6%  
          
2017:                    
March 3, 2017 7,995
 
 $
 % $25.75
 7,995
 
 $
 % NA
June 19, 2017 13,815
 10,776
 279,647
 78.0% $25.95
Total 21,810
 10,776
 $279,647
 49.4%   7,995
 
 $
 %  
Note 6. Distributions
The following table presentsDeclared distributions are paid monthly. Total distributions paid and the cashsources of distributions per Common Share per week thaton a GAAP basis for the Company paid on its Common Shares during the sixthree months ended June 30,March 31, 2018 and March 31, 2017 and June 30, 2016.are presented in the table below (in thousands, except per share amounts):
Record Date Payment Date Declared Distribution per Share per Record Date Declared Distribution per Share per Payment Date Total Distribution (including Reinvested Distributions)
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
  Three Months Ended
  March 31, 2018 March 31, 2017
  Per Share Amount Allocation Per Share Amount Allocation
Total Declared Distributions $0.46
 $739,922
 100.0% $0.45
 $429,211
 100.0%
Distributions from net investment income 0.28
 456,599
 61.7% 0.40
 380,136
 88.6%
Distributions from net realized gains 0.14
 223,008
 30.1% 
 
 %
Distributions in excess of net investment income 0.04
 60,315
 8.2% 0.05
 49,075
 11.4%
Note 7. Commitments and Contingencies
Organization and Offering Expense Reimbursement Agreement
On August 17, 2015,Under the Company initially entered intoterms of the O&O Agreement, with the Advisors. Under the O&O Agreementas described in Note 4. Related Party Agreements and Transactions, the Company reimburses the Advisorsis obligated to reimburse Guggenheim for organization and offering costs incurred onexpenses solely in connection with 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 saleraise activity of its Common Shares.Public Offerings. Any such reimbursement will not exceed actual expenses incurred by the AdvisorsGuggenheim and their affiliates. The Advisorsits 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. 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.
Notes to Financial Statements (Unaudited)


Note 8. Earnings Per Common Share
The following information sets forth the computation of basic and diluted net increase (decrease) in net assets resulting from operations (i.e., earnings per Common Share) for the three and six months ended June 30, 2017March 31, 2018 and June 30, 2016.March 31, 2017: 
 Three Months Ended June 30, Six Months Ended June 30, Three Months Ended
 2017 2016 2017 2016 March 31, 2018 March 31, 2017
Net increase in net assets resulting from operations $484,896
 $106,346
 $1,088,190
 $94,398
 $911,411
 $603,294
Weighted average Common Shares outstanding - basic and diluted 1,336,542
 166,967
 1,146,496
 90,202
 1,604,905
 954,339
Earnings per Common Share - basic and diluted (1)
 $0.36
 $0.64
 $0.95
 $1.05
 $0.57
 $0.63
______________________
(1)Earnings per Common Share, both basic and diluted, were equivalent in the periodall periods because there were no Common Share equivalents outstanding in the period.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 sixthree months ended June 30, 2017March 31, 2018 and June 30, 2016.March 31, 2017:
Six Months Ended June 30,Three Months Ended
2017 2016March 31, 2018 March 31, 2017
PER COMMON SHARE OPERATING PERFORMANCE      
Net asset value, beginning of period$25.75
 $24.42
$25.68
 $25.75
Net investment income (1)
0.78
 0.05
0.28
 0.40
Net realized gain from investment (1)
0.14
 
Net unrealized gains (2)
0.23
 0.78
0.15
 0.23
Net increase resulting from operations1.01
 0.83
0.57
 0.63
Distributions to common shareholders      
Distributions from net investment income (3)
(0.78) (0.05)(0.28) (0.40)
Distributions from realized gains on investment (3)
(0.14) 
Distributions in excess of net investment income (3)
(0.13) (0.87)(0.04) (0.05)
Net decrease resulting from distributions(0.91) (0.92)(0.46) (0.45)
Capital Share transactions      
Issuance of Common Shares above net asset value (4)
0.07
 0.27

 0.02
Net increase in net assets resulting from capital share transactions0.07
 0.27

 0.02
Net asset value, end of period$25.92
 $24.60
$25.79
 $25.95
      
INVESTMENT RETURNS      
Total investment return-net price (5)
4.00 % 3.69 %N/A 2.36 %
Total investment return-net asset value (6)
4.22 % 4.62 %2.23 % 2.58 %
      
RATIOS/SUPPLEMENTAL DATA      
Net assets, end of period$41,431,974
 $7,757,351
$41,543,189
 $30,025,299
Average net assets (7)
$29,904,940
 $2,509,516
$41,369,353
 $24,696,937
Common Shares outstanding, end of period1,598,715
 315,312
1,610,956
 1,156,869
Weighted average Common Shares outstanding1,146,496
 90,202
1,604,905
 954,339
Ratios-to-average net assets: (7) (8)
      
Total expenses1.51 % 12.81 %0.40 % 0.83 %
Effect of expense reimbursement from Advisors(1.91)% (12.75)%(0.03)% (1.26)%
Net expenses(0.40)% 0.06 %0.37 % (0.43)%
Net investment income3.00 % 0.20 %1.10 % 1.54 %
_____________________
(1)The per Common Share data was derived by using the weighted average Common Shares outstanding during the period.
(2)The amount shown at this caption is the balancing figure derived from the other figures in the schedule. The amount shown at this caption for a Common Share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s Common Shares in relation to fluctuating market values for the portfolio.
(3)The per Common Share data for distributions is the actual amount of distributions paid or payable per Common Share outstanding during the entire period; distributions per Common Share are rounded to the nearest $0.01.
(4)The continuous issuance of Common Shares may cause an incremental increase in net asset value per Share due to the sale of Shares at the then prevailing public offering price and the receipt of net proceeds per share by the Company in excess of net asset value per Share on each subscription closing date. The per share data was derived by computing (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share transaction date multiplied by (B) the differences between the net proceeds per share and the net asset value per share on each share transaction date, divided by (ii) the total shares outstanding at the end of the period.
Notes to Financial Statements (Unaudited)


(5)Total investment return-net price is a measure of total return for shareholders, assuming the purchase of the Company’s Common Shares at the beginning of the period and the reinvestment of all distributions declared during the period. More specifically, total investment return-net price is based on (i) the purchase of Common Shares at the net offering price on the first day of the period, (ii) the sale at the net asset value per Common Share on the last day of the period, of (A) purchased Common Shares plus (B) any Common Shares issued in connection with the reinvestment of distributions, and (iii) distributions payable relating to the ownership of Common Shares, if any, on the last day of the period. The total investment return-net price calculation assumes that (i) cash distributions are reinvested in accordance with the Company’s distribution reinvestment plan and (ii) the Common Shares issued pursuant to the distribution reinvestment plan are issued at the then net offering price per Common Share on each distribution payment date. Sinceplan. Because 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. For the three months ending March 31, 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 (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. SinceBecause 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 three months ended March 31, 2018 and March 31, 2017 were 1.95% and 2.08%, respectively.
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
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.

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 CareyGuggenheim Credit Income Fund - I.2019. The Term "Master Fund" refers to CareyGuggenheim Credit Income Fund. Capitalized terms used in this Item 2 have the same meaning as in the accompanying 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")BDC under the 1940 Act. The Master Fund is externally managed by the Advisors,Guggenheim, which areis responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments, determining the securities and other assets that we will purchase, retain or sell, and monitoring ourthe Master Fund's portfolio on an ongoing basis. The Master Fund's management discussion and analysis of financial condition and results of operations as presented in its quarterly report should be read in its entirety.
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 AdvisorsAdvisor 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 secured bonds.unsecured debt. In some circumstances, the secured lien could be subordinated to the claims of other creditors. While there is no specific collateral associated with senior unsecured debt, such positions are senior in payment priority over subordinated debt creditors.
Subordinated 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 sourcesThis channel consists of investments that are directly originated investments through theGuggenheim's relationship networks of our Advisors.network.  Such investments are originated and/or structured for the Master Fund or made by the Master FundGuggenheim and are not generally available to the broader investment market. These investments may include both debt and equity investment components.
Primary IssuanceSyndicated Transactions: The Master Fund also participatesThis channel primarily includes investments in private placement transactions that are made available to,broadly syndicated loans and become closely held by, a relatively small group of institutional investors. These transactions arehigh yield bonds, typically originated and arranged by other investment intermediaries other than our Advisors.
Secondary Market Transactions: In certain circumstancesGuggenheim. These investments may be purchased at the Master Fund will also investoriginal syndication or in broadly syndicated loans, high yield credit markets, and other investments that are generally owned by a wide range of investors and made availablethe secondary through various trading markets.
Revenues
We generate revenues primarily in the form of dividendDividend income derived from our ownership of the Master Fund's common shares.shares is our source of investment income. Our revenues will fluctuate with the Master Fund's 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, 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,March 31, 2018 and March 31, 2017 and June 30, 2016 were as follows:
For the Three Months Ended June 30, For the Six Months Ended June 30,Three Months Ended
2017 2016 2017 2016March 31, 2018 March 31, 2017
Total investment income$504,321
 $
 $777,880
 $6,417
$609,779
 $273,559
Net expenses(12,445) (16,491) (119,022) 1,461
153,180
 (106,577)
Net investment income516,766
 16,491
 896,902
 4,956
456,599
 380,136
Net change in unrealized appreciation (depreciation) on investment(31,870) 89,855
 191,288
 89,442
Long term gain distributions from GCIF223,008
 
Net change in unrealized appreciation from investment231,804
 223,158
Net increase in net assets resulting from operations$484,896
 $106,346
 $1,088,190
 $94,398
$911,411
 $603,294
Investment Income
Investment income consisted solely of distributions from the Master Fund for the three and six months ended June 30, 2017March 31, 2018 and June 30, 2016, respectively.March 31, 2017.
Operating Expenses
Operating expenses consisted of the following major components for the three and six months ended June 30, 2017March 31, 2018 and June 30, 2016:March 31, 2017:
For The Three Months Ended June 30, For The Six Months Ended June 30,Three Months Ended
2017 2016 2017 2016March 31, 2018 March 31, 2017
Administrative services$3,751
 $3,750
 $7,500
 $7,500
$3,750
 $3,749
Related party reimbursements70,295
 74,572
 146,746
 153,751
52,733
 76,451
Trustees fees748
 
 1,488
 
732
 740
Professional services fees57,697
 27,108
 99,443
 68,080
32,510
 41,746
Offering expenses88,442
 
 140,757
 
61,948
 52,315
Organization expenses
 60,741
 
 78,156
Printing and mailing expenses20,170
 7,647
 25,059
 7,647
Shareholder servicing expenses
 
 20,000
 
1,880
 20,000
Other expenses7,033
 3,771
 11,799
 6,350
11,869
 9,655
Total operating expenses248,136
 177,589
 452,792
 321,484
165,422
 204,656
Less: Expense support from related parties(260,581) (194,080) (571,814) (320,023)(12,242) (311,233)
Net expenses$(12,445) $(16,491) $(119,022) $1,461
$153,180
 $(106,577)
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 the AdministratorCCA or Guggenheim that were reimbursable. Reimbursable costs and expenses include, but are not limited to, the Company's share of salaries, rent, office administration, costs associated with regulatory reporting and filings, and costs related to the preparation for and conducting of meetings of the Company's Board of Trustees.Board. An investment advisory fee is only incurred by the Master Fund, although it is incurred indirectly by the Company through its ownership of Master Fund common shares.

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 services1,875
 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 fees3,689
 5,400
 7,240
 10,800
Legal fees25,816
 (6,350) 36,129
 1,164
Tax services1,848
 1,800
 3,676
 3,600
Total professional services fees$57,697
 $27,108
 $99,443
 $68,080
Net Realized Gain (Loss) onfrom Investment
For the three and six months ended June 30,March 31, 2018 and March 31, 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 ininvestment. During the three months ended March 31, 2018, $0.2 million of distributions received from the Master Fund.Fund were classified as long term gains. During the three months ended March 31, 2017, distributions from the Master Fund were composed entirely of income.

Changes in Unrealized Appreciation (Depreciation) onfrom Investment
For the three and six months ended June 30,March 31, 2018, the total net change in unrealized appreciation from our investment in the Master Fund was $0.2 million. For the three months ended March 31, 2017, the total net change in unrealized appreciation (depreciation) onfrom 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.$0.2 million.
Cash Flows for the SixThree Months Ended June 30,March 31, 2018 and March 31, 2017 and June 30, 2016
For the sixthree months ended June 30,March 31, 2018 and March 31, 2017, net cash used inprovided by (used in) operating activities was $19,931,153. Cash flows$0.6 million and ($9.1 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 in operatingfor financing activities forwas ($0.3 million) during the sixthree months ended June 30, 2017 wereMarch 31, 2018, primarily dueconsisted of cash outflows for distributions of ($0.3 million) 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.
shareholders. Net cash provided by financing activities was $19,979,334$9.1 million during the sixthree months ended June 30,March 31, 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.$9.2 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, and (iv) expense reimbursementsupport payments from the Advisors pursuant to the Expense Support Agreement.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, and (iv) periodic repurchases of our Common Shares pursuant to our periodic share repurchase program.programs and (v) reimbursement payments for prior period expense support payments. We doare not intendpermitted to issue any senior securities, including preferred securities.
We manage our assets and liabilities such that current assets are sufficient to cover current liabilities. All remaining cash inliabilities and excess of net working capitalif any, is invested in the acquisition of Master Fund's common shares.
Off-Balance Sheet Arrangements
We dodid not have any off-balance sheet arrangements as of June 30, 2017March 31, 2018 and DecemberMarch 31, 2016.2017.
Critical Accounting Policies
TheThe preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. We believe that the estimates and assumptions utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. Our significant accounting policies are described in Note 2. Significant Accounting Policies.


Valuation of Investments
We invest substantially all of our equity capital in the purchase of Master Fund common shares of the Master Fund.shares. We determine the fair value of our investment in the Master Fund as the Master Fund's net asset value per common share (as determined by the Master Fund) multiplied by the number of Master Fund common shares that we own.
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.March 31, 2018. The declared distribution rates per Common Share for the period after June 30, 2017March 31, 2018 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
2018 Record Dates 2018 Payment Dates Declared Distribution per Share per Record Date
April 24 April 25 $0.15370
May 29 May 30 $0.15370
Related Party Agreements and Transactions
We have entered into agreements with the Advisor, and certain of its affiliates, and GPIMGuggenheim whereby we agreed to (i) receive expense support payments (ii)and to conditionally reimburse certain expenses of, andit for prior period expense support payments, (ii) to pay for administrative services, expense support, organization and offerings costs incurred on our behalf 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 agreements and transactions and expense reimbursement agreements.

Reimbursement to the Advisorsof CCA and Guggenheim for Organization and Offering Expenses
SeeUnder 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.Transactions).
Reimbursement toof 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.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, 2017, 90.4%March 31, 2018, 90.7% of the Master Fund's investments, or $339.7$343.0 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 AdvisorsAdvisor 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,March 31, 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.(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 and (iv) that changes in the Master Fund's net investment income are immediately passed on to Master Fund's shareholders, including us:shares:
 Net Increase
Basis Points (bps) Increase Net Increase per Share per Share
+50 bps $0.10
 $0.08
+100 bps 0.19
 0.16
+150 bps 0.29
 0.25
+200 bps 0.39
 0.33


Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Exchange Act, is recorded, processed, summarized, and reported within the required time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.
Our chief executive officer and chief financial officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2017,March 31, 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, 2017March 31, 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 4, 2017,May 2, 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, 2017,March 31, 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 22, 2017.14, 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, 2017:March 31, 2018:
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
 
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)
January 1, 2018 to January 31, 2018 
 
 
 
February 1, 2018 to February 28, 2018 
 
 
 
March 1, 2018 to March 31, 2018 5,013
 $25.68
 5,013
 
Total 5,013
   5,013
 
__________________________________________
(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.


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.None.
Item 6. Exhibits.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.
   CAREYGUGGENHEIM CREDIT INCOME FUND - I2019
   
Date:August 14, 2017May 10, 2018By:/s/ Mark J. DeCesaris   Matthew S. Bloom
   MARK J. DECESARISMATTHEW S. BLOOM
   Chief Executive Officer
   (Principal Executive Officer)
   
Date:August 14, 2017May 10, 2018By:/s/ PaulBrian S. Saint-Pierre        Williams
   PAULBRIAN S. SAINT-PIERREWILLIAMS
   Chief Financial Officer
   (Principal Financial Officer)





EXHIBIT INDEX

The following exhibits are filed or incorporated as part of this Report.
3.1
 
   
3.2
  
  
3.3
  
3.4
   
4.1
 
   
10.1
  
  
10.2
  
  
10.3
 
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
   
10.510.4
 
10.5
   
10.6
 
   
10.7
 
10.8
   
10.810.9
 
10.10
10.11
   
14.1
 
   





2623