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

FORM 10-Q

ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20192020
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 814-01091
gugglogoa02.jpg
GUGGENHEIM CREDIT INCOME FUND 2019
(Exact name of registrant as specified in its charter)
Delaware 47-2009064
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
330 Madison Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area codecode: (212) 739-0700
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
NoneN/AN/A
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý   No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨  Accelerated filer¨
Non-accelerated filer
ý  Do not check if smaller reporting company
  Smaller reporting company¨
Emerging growth company¨   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
Securities registered pursuant to Section 12(b) of the Act: None
The number of the Registrant's common shares outstanding as of May 6, 20198, 2020 was 1,592,768.1,821,795.


GUGGENHEIM CREDIT INCOME FUND 2019 INDEX
  PAGE
PART I. Financial Information
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 or accounting rules; 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 Guggenheim Credit Income Fund (the "Master Fund") and its common shares that we own. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties, and other factors that may materially affect our future results, performance, achievements, or transactions. Information on factors which could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in this Report as well as in our other filings with the U.S. Securities and Exchange Commission ("SEC"), including but not limited to those described in Part II. Item 1A. Risk Factors of this Report and in Part I. Item 1A. Risk Factors of our Form 10-K for the fiscal year ended December 31, 2018,2019, that was filed on March 14, 2019.13, 2020. Moreover, because we operate in a very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these uncertainties, we caution you not to place undue reliance on such statements, which apply only as of the date hereof. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes to future operating results over time unless otherwise required by law. 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, 2018,2019, that was filed on March 14, 2019.13, 2020. The forward-looking statements and projections contained in this Report are excluded from the safe harbor protection provided by Section 27A of the Securities Act and Section 21E of the Exchange Act.
All references to "Note" or "Notes" throughout this Report refer to the notes to the financial statements of the registrant in Part I. Item 1. Financial Statements (Unaudited).
Unless otherwise noted, the terms “we,” “us,” “our,” and the "Company" refer to Guggenheim Credit Income Fund 2019. All capitalized terms have the same meaning as defined in the Notes.


2



PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
GUGGENHEIM CREDIT INCOME FUND 2019
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
March 31, 2019 December 31, 2018March 31, 2020 December 31, 2019
Assets      
Investment in Guggenheim Credit Income Fund ("GCIF") (4,765,777 shares purchased at a cost of $40,004,777 and 4,803,777 shares purchased at a cost of $40,305,823, respectively)$38,459,348
 $38,869,930
Investment in Guggenheim Credit Income Fund ("GCIF") (5,339,790 shares purchased at a cost of $44,484,898 and 4,700,238 shares purchased at a cost of $39,484,898, respectively)$34,872,959
 $36,552,474
Cash480,163
 494,255
721,703
 896,824
Receivable from related parties359,922
 186,774
Dividends receivable
 558,295
53,398
 
Prepaid expenses and other assets9,225
 
Deferred offering cost71,363
 24,240
Total assets$38,948,736
 $39,922,480
36,079,345
 37,660,312
      
Liabilities      
Payable to related parties$63,452
 $62,274
103,426
 54,983
Accrued professional services fees71,534
 53,487
67,245
 57,267
Distributions Payable
 182,108
Distributions payable322,221
 
Accounts payable, accrued expenses and other liabilities63,973
 54,020
92,998
 18,992
Total liabilities198,959
 351,889
585,890
 131,242
      
Net Assets$38,749,777
 $39,570,591
$35,493,455
 $37,529,070
      
Components of Net Assets:      
Common Shares, $0.001 par value, 348,000,000 Common Shares authorized, 1,583,452 and 1,611,147 Common Shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively$1,583
 $1,611
Common Shares, $0.001 par value, 348,000,000 Common Shares authorized, 1,804,972 and 1,606,201 Common Shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively$1,805
 $1,606
Paid-in-capital in excess of par value40,006,010
 40,689,858
45,199,452
 40,531,966
Accumulated earnings (loss), net of distributions(1,257,816) (1,120,878)
Accumulated loss, net of distributions(9,707,802) (3,004,502)
Total net assets$38,749,777
 $39,570,591
$35,493,455
 $37,529,070
Net asset value per Common Share$24.47
 $24.56
$19.66
 $23.37



See Unaudited Notes to Financial Statements.


3



GUGGENHEIM CREDIT INCOME FUND 2019
STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended March 31,Three Months Ended March 31,
2019 20182020 2019
Investment Income      
Dividends from investment in GCIF$559,104
 $609,779
$757,302
 $559,104
Total investment income559,104
 609,779
757,302
 559,104
      
Operating Expenses (1)
      
Administrative services3,629
 3,750
3,669
 3,629
Related party reimbursements54,385
 52,733
53,363
 54,385
Trustees fees740
 732
748
 740
Professional services fees32,548
 32,510
18,923
 32,548
Offering costs563
 61,948
25,417
 563
Other expenses19,444
 13,749
27,156
 19,444
Total operating expenses111,309
 165,422
129,276
 111,309
Reimbursement of expense support9,067
 

 9,067
Less: Expense support from related parties (See Note 4. Related Party Agreements and Transactions)

 (12,242)(173,147) 
Net expenses120,376
 153,180
(43,871) 120,376
Net investment income438,728
 456,599
801,173
 438,728
      
Realized and unrealized gains (losses):      
Net realized gain from redemption of investment in GCIF6,374
 

 6,374
Long term gain distributions from investment in GCIF216,290
 223,008

 216,290
Net realized gains from investment in GCIF$222,664
 $223,008

 222,664
Net change in unrealized appreciation (depreciation) from investment in GCIF$(109,536) $231,804
Net realized and unrealized gains$113,128
 $454,812
Net increase in net assets resulting from operations$551,856
 $911,411
Net change in unrealized depreciation from investment in GCIF(6,679,515) (109,536)
Net realized and unrealized gains (losses)(6,679,515) 113,128
Net increase (decrease) in net assets resulting from operations$(5,878,342) $551,856
      
Per Common Share information:      
Net investment income per Common Share outstanding - basic and diluted$0.27
 $0.28
$0.45
 $0.27
Earnings per Common Share - basic and diluted$0.34
 $0.57
Earnings (losses) per Common Share - basic and diluted$(3.29) $0.34
Weighted average Common Shares outstanding - basic and diluted1,620,043
 1,604,905
1,786,187
 1,620,043
Distributions per Common Share0.43
 0.46
$0.46
 $0.43
______________
(1)Operating expenses solely represent the Company's operating expenses and do not include the Company's proportionate share of the Master Fund's operating expenses.
See Unaudited Notes to Financial Statements.


4



GUGGENHEIM CREDIT INCOME FUND 2019
STATEMENTS OF CHANGES IN NET ASSETS(UNAUDITED)
Common Shares Paid-in-Capital in Excess of Par Value Accumulated Earnings (Loss), net of Distributions  Common Shares Paid-in-Capital in Excess of Par Value Accumulated Earnings (Loss), net of Distributions  
Shares Amount TotalShares Amount Total
Balance at December 31, 20171,599,031
 $1,599
 $40,572,536
 $490,023
 $41,064,158
Balance at December 31, 20191,606,201
 $1,606
 $40,531,966
 $(3,004,502) $37,529,070
Operations:                  
Net investment income
 
 
 456,599
 456,599

 
 
 801,173
 801,173
Net realized gains
 
 
 223,008
 223,008
Net change in unrealized appreciation (depreciation)
 
 
 231,804
 231,804
Net increase in net assets resulting from operations
 $
 $
 $911,411
 $911,411
Net change in unrealized depreciation from investment in GCIF
 
 
 (6,679,515) (6,679,515)
Net decrease in net assets resulting from operations
 
 
 (5,878,342) (5,878,342)
Shareholder distributions:                  
Distributions from earnings
 
 
 (739,922) (739,922)
 
 
 (824,958) (824,958)
Net decrease in net assets resulting from shareholder distributions
 $
 $
 $(739,922) $(739,922)
 
 
 (824,958) (824,958)
Capital share transactions:                  
Shares issues in connection with the dividend reinvestment plan16,938
 17
 436,261
 
 436,278
Issuance of Common Shares211,044
 211
 4,955,639
 
 4,955,850
Shares issued in connection with the dividend reinvestment plan10,777
 11
 253,027
 
 253,038
Repurchase of Common Shares(5,013) (5) (128,731) 
 (128,736)(23,050) (23) (541,180) 
 (541,203)
Net increase in net assets resulting from capital share transactions11,925
 $12
 $307,530
 $
 $307,542
198,771
 199
 4,667,486
 
 4,667,685
Net increase for the period11,925
 $12
 $307,530
 $171,489
 $479,031
Balance at March 31, 20181,610,956
 $1,611
 $40,880,066
 $661,512
 $41,543,189
Net increase (decrease) for the period198,771
 199
 4,667,486
 (6,703,300) (2,035,615)
Balance at March 31, 20201,804,972
 $1,805
 $45,199,452
 $(9,707,802) $35,493,455

Common Shares Paid-in-Capital in Excess of Par Value Accumulated Earnings (Loss), net of Distributions  Common Shares Paid-in-Capital in Excess of Par Value Accumulated Earnings (Loss), net of Distributions  
Shares Amount TotalShares Amount Total
Balance at December 31, 20181,611,147
 $1,611
 $40,689,858
 $(1,120,878) $39,570,591
1,611,147
 $1,611
 $40,689,858
 $(1,120,878) $39,570,591
Operations:                  
Net investment income
 
 
 438,728
 438,728

 
 
 438,728
 438,728
Net realized gains
 
 
 222,664
 222,664
Net change in unrealized appreciation (depreciation)
 
 
 (109,536) (109,536)
Net realized gains from investment in GCIF
 
 
 222,664
 222,664
Net change in unrealized depreciation from investment in GCIF
 
 
 (109,536) (109,536)
Net increase in net assets resulting from operations
 $
 $
 $551,856
 $551,856

 
 
 551,856
 551,856
Shareholder distributions:                  
Distributions from earnings
 
 
 (688,794) (688,794)
 
 
 (688,794) (688,794)
Net decrease in net assets resulting from shareholder distributions
 $
 $
 $(688,794) $(688,794)
 
 
 (688,794) (688,794)
Capital share transactions:                  
Issuance of Common Shares26,677
 27
 652,573
 
 652,600
26,677
 27
 652,573
 
 652,600
Shares issues in connection with the dividend reinvestment plan18,411
 18
 451,054
 
 451,072
Shares issued in connection with the dividend reinvestment plan18,411
 18
 451,054
 
 451,072
Repurchase of Common Shares(72,783) (73) (1,787,475) 
 (1,787,548)(72,783) (73) (1,787,475) 
 (1,787,548)
Net increase in net assets resulting from capital share transactions(27,695) $(28) $(683,848) $
 $(683,876)
Net decrease in net assets resulting from capital share transactions(27,695) (28) (683,848) 
 (683,876)
Net decrease for the period(27,695) $(28) $(683,848) $(136,938) $(820,814)(27,695) (28) (683,848) (136,938) (820,814)
Balance at March 31, 20191,583,452
 $1,583
 $40,006,010
 $(1,257,816) $38,749,777
1,583,452
 $1,583
 $40,006,010
 $(1,257,816) $38,749,777



See Unaudited Notes to Financial Statements.

5



GUGGENHEIM CREDIT INCOME FUND 2019
STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31,Three Months Ended March 31,
2019 20182020 2019
Operating activities      
Net increase in net assets resulting from operations$551,856
 $911,411
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities:   
Net increase (decrease) in net assets resulting from operations$(5,878,342) $551,856
Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities:   
Purchase of Master Fund shares(5,000,000) 
Redemption of Master Fund shares307,420
 

 307,420
Net realized gain from investment in GCIF(6,374) 

 (6,374)
Net change in unrealized (appreciation) depreciation from investment in GCIF109,536
 (231,804)
Net change in unrealized depreciation from investment in GCIF6,679,515
 109,536
(Increase) decrease in operating assets:      
Receivable from related parties
 (12,242)(173,148) 
Dividends receivable558,295
 
(53,398) 558,295
Deferred offering cost(47,123) 
Prepaid expenses and other assets(9,225) 61,948

 (9,225)
Increase (decrease) in operating liabilities:   
Increase in operating liabilities:   
Payable to related parties1,178
 (135,417)48,443
 1,178
Accrued professional services fees18,047
 2,350
9,978
 18,047
Accounts payable, accrued expenses and other liabilities9,953
 10,767
74,006
 9,953
Net cash provided by operating activities1,540,686
 607,013
Net cash provided by (used in) operating activities(4,340,069) 1,540,686
      
Financing activities      
Issuance of Common Shares$652,600
 $
4,955,850
 652,600
Repurchase of Common Shares(1,787,548) 
(541,203) (1,787,548)
Distributions paid(419,830) (303,644)(249,699) (419,830)
Net cash used in financing activities(1,554,778) (303,644)
Net cash provided by (used in) financing activities4,164,948
 (1,554,778)
      
Net increase (decrease) in cash(14,092) 303,369
Net decrease in cash(175,121) (14,092)
Cash, beginning of period494,255
 650,811
896,824
 494,255
Cash, end of period$480,163
 $954,180
$721,703
 $480,163
Supplemental information and non-cash financing:      
Distributions reinvested$451,072
 $436,278
$253,038
 $451,072
Payable for repurchase of Common Shares$
 $128,736
See Unaudited Notes to Financial Statements.


6



GUGGENHEIM CREDIT INCOME FUND 2019
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)(UNAUIDTED)
Note 1. Principal Business and Organization
Guggenheim Credit Income Fund 2019 (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 Guggenheim Credit Income Fund (the "Master Fund" or "GCIF"). The Company is a non-diversified closed-end management investment company that elected to be treated as a business development company (a "BDC") under the Investment Company Act of 1940, as amended (the "1940 Act").
The Master Fund elected to be treated as a BDC under the 1940 Act and it has the same investment objectives as the Company. The Master Fund commenced investment operations on April 2, 2015. The Master Fund's consolidated financial statements are an integral part of the Company's financial statements and should be read in their entirety.
The Master Fund is externally managed by Guggenheim Partners Investment Management, LLC ("Guggenheim" or the "Advisor"), which is responsible for sourcing potential investments, analyzing and conducting due diligence on prospective investment opportunities, structuring investments and ongoing monitoring of the Master Fund’s investment portfolio.
The Company was selling its common shares ("Shares" or "Common Shares") pursuant to a registration statement on Form N-2 (the “Initial Registration Statement”) covering its continuous public offering of up to $1.0 billion (the “Initial Public Offering”). The Company suspended its Initial Public Offering of Common Shares, effective August 23, 2017, in connection with (i) the transition of the Master Fund's investment advisory function to Guggenheim and (ii) a concurrent change in the Initial Public Offering's dealer manager. On March 29, 2018 the Company filed a new registration statement on Form N-2 (the "Registration Statement") covering a continuous public offering of up to $958.6 million (the "Public Offering", together with the Initial Public Offering, the "Public Offerings"). The Company’s initial Registration Statement with respect to the Public Offering was declared effective by the SEC on June 13, 2018, and a post-effective amendment thereto updating certain financial information was declared effective by the SEC on April 25, 2019.
As of March 31, 2019,2020, the Company owned 16.28%19.72% of the Master Fund's outstanding common shares.
Note 2. Significant Accounting Policies
Basis of Presentation
Management has determined that the Company meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC Topic 946”).
The Company's interim financial statements have been prepared pursuant to the requirements for reporting on Form 10-Q and the disclosure requirements stipulated in Articles 6 and 10 of Regulation S-X, and therefore do not necessarily include all information and notes necessary for a fair statement of financial position and results of operations in accordance with accounting principles generally accepted in the U.S. ("GAAP"). In the opinion of management, the unaudited financial information for the interim period presented in this Report reflects all normal and recurring adjustments necessary for a fair statement of financial position and results from operations. Operating results for interim periods are not necessarily indicative of operating results for an entire year. The Company's unaudited financial statements should be read in conjunction with the Master Fund's unaudited consolidated financial statements; the Master Fund's quarterly report on Form 10-Q is incorporated by reference and filed as an exhibit to this Report.
Reclassifications
Certain prior period amounts may be reclassified to conform to the current presentation with no effect on ourthe Company's 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
Notes to Financial Statements (Unaudited)

and liabilities at the date of the financial statements. Actual results could differ materially from those estimates under different assumptions and conditions.

7


Notes to Financial Statements (Unaudited)

Cash
Cash consists of demand deposits held at a major U.S. financial institution and the amount recorded on the statements of assets and liabilities may exceed the Federal Deposit Insurance Corporation insured limit. Management believes the credit risk related to its demand deposits is minimal.
Valuation of Investments
The Company invests substantially all of its equity capital in the purchase of the Master Fund's common shares and its primary investment position is common shares of the Master Fund. The Company determines the fair value of the Master Fund's common shares as the Master Fund's net asset value per common share (as determined by the Master Fund) multiplied by the number of Master Fund common shares owned by the Company. The Company has implemented Accounting Standards Update ("ASU") 2015-07, which permits a reporting entity, as a practical expedient, to measure the fair value of certain investments using the net asset value per share of the investment.
Transactions with the Master Fund
Distributions received from the Master Fund are recorded on the record date. Distributions received from the Master Fund are generally recognized as dividend income or distributions of long term gains in the current period, a portion of which may be subject to a change in characterization in future periods, including the potential for reclassification between dividend income, long term gains and return of capital. The Company's transactions with the Master Fund are recorded on the effective date of the subscription in, or the redemption of, Master Fund shares. Realized gains and losses resulting from the Company's share repurchase transactions with the Master Fund are calculated on the specific share identification basis.
Organization and Offering Expenses
Organization expenses are expensed on the Company's statements of operations. Continuous offering expenses are capitalized monthly on the Company's statements of assets and liabilities as deferred offering costs and thereafter expensed to the Company's statements of operations over a 12-month period on a straight-line basis commencing at the later of (i) when the expense was incurred or (ii) when operations began.
Distributions to the Company's Shareholders
Declared 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,” determined without regard to any dividend paid, as defined in the Code. The Company intends to distribute sufficient dividends to maintain its RIC status each year and it does not anticipate incurring 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 incurred no federal income tax. The Company may, at its discretion, incur a 4% nondeductible federal excise tax on under-distribution of taxable ordinary income and capital gains.

8


Notes to Financial Statements (Unaudited)

The Company follows ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other expenses in the Statementstatements of Operations.operations. Management has reviewed all open tax years and concluded that there is no effect to the Company’s financial positions or results of operations and no tax liability was required to be recorded resulting from unrecognized tax benefits relating to uncertain income tax position taken or expected to be taken on a tax return. During this period, the Company did not incur any material interest or penalties. Open tax years are those years that are open for examination by the relevant income taxing authority. As of March 31, 2019,2020, open U.S. Federal and state income tax years include the tax years ended September 30, 20152016 through September 30, 2018.2019. The Company has no examinations in progress. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof.
Note 3. Investments
Below is a summary of the Company's investment in the Master Fund, a related party:
  End of Period Weighted Average Shares Owned     % of Net
Period Ended No. of Shares Quarter to Date Year to Date Cost Fair Value Assets
March 31, 2019 4,765,777
 4,798,288
 4,798,288
 $40,004,777
 $38,459,348
 99.3%
December 31, 2018 4,803,777
 4,809,680
 4,772,425
 $40,305,823
 $38,869,930
 98.2%
  End of Period Weighted Average Shares Owned     % of Net
Period Ended No. of Shares Quarter to Date Year to Date Cost Fair Value Assets
March 31, 2020 5,339,790
 5,153,005
 5,153,005
 $44,484,898
 $34,872,959
 98.3%
December 31, 2019 4,700,238
 4,703,145
 4,742,673
 $39,484,898
 $36,552,474
 97.4%
Restricted Securities
The Master Fund does not currently intend to list its common shares on any securities exchange and it does not expect a secondary market to develop for its issued and outstanding common shares. As a result, the Company's ability to sell its Master Fund common shares is limited. Because the Master Fund common shares are being acquired in one or more transactions not involving a public offering, they are "restricted securities" and may be required to be held indefinitely. Master Fund common shares may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) the Master Fund's consent is granted and (ii) the Master Fund common shares are registered under applicable securities laws or specifically exempted from registration (in which case the Master Fund's shareholder may, at the Master Fund's option, be required to provide the Master Fund with a legal opinion, in form and substance satisfactory to the Master Fund, that registration is not required). Accordingly, a shareholder in the Master Fund, including the Company, must be willing to bear the economic risk of investing in the Master Fund common shares. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the Master Fund's common shares may be made except by registration of the transfer on the Master Fund's books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the Master Fund common shares and to execute such other instruments or certifications as are reasonably required by the Master Fund.
From October 15, 20162015 through November 14, 2018,February 19, 2020, the Company acquired its investment in the Master Fund at prices ranging from $7.84$7.81 per share to $8.59 per share.
Share Repurchase Program
The Master Fund has implemented a share repurchase program, whereby each calendar quarter it conducts tender offers to repurchase up to 2.5% of the weighted average number of common shares outstanding in the prior four calendar quarters at a price estimated to be equal to its net asset value per common share as of the end of the precedingeach calendar quarter. The Master Fund's Board may amend, suspend or terminate the share repurchase program upon 30 days' notice.program.
Note 4. Related Party Agreements and Transactions
The Company has entered into agreements with Guggenheim whereby the Company agrees to (i) receive expense support payments, (ii) reimburse certain expenses of, and to pay for, administrative, expense support, organization and offerings costs incurred by Guggenheim on the Company's behalf and (iii) compensate Guggenheim Funds Distributors, LLC ("GFD"), an affiliate of Guggenheim, for capital market services in connection with the marketing and distribution of the Company's Shares.
Notes to Financial Statements (Unaudited)

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

9


Notes to Financial Statements (Unaudited)

Administrative Services Agreement
The Company is party to an administrative services agreement with Guggenheim (the "Administrative Services Agreement") whereby Guggenheim, serving as the administrator (the "Administrator"), has agreed to provide administrative services, including office facilities and equipment and clerical, bookkeeping and record-keeping services. More specifically, the Administrator performs and oversees the Company's required administrative services, which include financial and corporate record-keeping, preparing and disseminating the Company's reports to its shareholders and filing reports with the SEC. In addition, the Administrator assists in determining net asset value, overseeing the preparation and filing of tax returns, overseeing the payment of expenses and distributions and overseeing the performance of administrative and professional services rendered by others. For providing these services, facilities and personnel, the Company reimburses the Administrator the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administrative Services Agreement. To the extent that the Administrator outsources any of its functions, the Company may pay the fees associated with such functions on a direct basis, without incremental profit to the Administrator.
The Administrative Services Agreement may be terminated at any time, without the payment of any penalty: (i) by the Company upon 60 days' written notice to Guggenheim upon the vote of the Company's independent trustees or (ii) by Guggenheim upon not less than 120 days' written notice to the Company. Unless earlier terminated, the Administrative Services Agreement will remain in effect for two years, and thereafter shall continue automatically for successive one-year periods if approved annually by a majority of the Board of Trustees and the Master Fund's independent trustees.
Dealer Manager Agreement
The Company is party to a dealer manager agreement with GFD (the "Dealer Manager Agreement"). Under the terms of the Dealer Manager Agreement, GFD is to act on a best efforts basis as the exclusive dealer manager for (i) the Company's Public Offering and (ii) the public offering of common shares for future feeder funds affiliated with the Master Fund. The Company, not the Master Fund, is responsible for the compensation of GFD pursuant to the terms of the Dealer Manager Agreement. The Dealer Manager Agreement may be terminated by the Company or GFD upon 60 calendar days' written notice to the other party. In the event that the Company or GFD terminates the Dealer Manager Agreement with respect to the Company, the Dealer Manager Agreement will continue with respect to any other feeder fund.
Organization and Offering Expense Reimbursement Agreement
The Company is party to an organization and offering expense reimbursement agreement (the "O&O Agreement") with Guggenheim. Under the O&O Agreement, the Company is to reimburse 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 is conditional on the Company's receipt of equity capital from the sale of its Common Shares. Any such reimbursement would not exceed actual expenses incurred by Guggenheim and its affiliates. Guggenheim is responsible for the payment of the Company's cumulative organization and offering expenses to the extent they exceeded 1.5% of the aggregate proceeds from the sale of the Company's Common Shares, without recourse against or reimbursement by the Company.
As of March 31, 2019, Guggenheim had incurred organization and offering costs on behalf of the Company related to its Initial Public Offering, net of reimbursements received from the Company, in the approximate amount of $1.1 million. Any costs incurred by Guggenheim related to the Initial Public Offering are no longer eligible for reimbursement. Any offering costs incurred by Guggenheim on behalf of the Company associated with the Public Offering are subject to reimbursement under the terms and conditions of the O&O Agreement. As of March 31, 2019,2020, Guggenheim incurred offering costs associated with the Public Offering of $0.6approximately $1.2 million. The O&O Agreement may be terminated at any time, without the payment of any penalty, by the Company or Guggenheim, with or without notice.

10


Notes to Financial Statements (Unaudited)

Expense Support and Conditional Reimbursement Agreement
The Company initially entered into an expense support and conditional reimbursement agreement with Carey Credit Advisors, LLC ("CCA"), one of the Company's prior investment advisor,advisors, and Guggenheim on July 31, 2015, as amended, (the "Prior Expense Support Agreement"). According to the terms of the Prior Expense Support Agreement CCA and Guggenheim agreed to reimburse the Company for expenses in an amount that is sufficient to ensure that no portion of the Company's distributions to shareholders will be paid from Common Share offering proceeds. CCA and Guggenheim agreed to reimburse the Company monthly for expenses in an amount equal to the difference between the Company's cumulative distributions paid to its shareholders in each month less the sum of the Company's estimated investment company taxable income and net capital gains in each month. On September 5, 2017, the Company entered into an amended and restated expense support and conditional reimbursement agreement (the "Expense Support Agreement") with Guggenheim and CCA, for a limited purpose, effective as of September 11, 2017. The amended terms of the Expense Support Agreement: (i) released CCA from all obligations to make further expense payments, (ii) terminated all of CCA's rights under the agreement, including any right to reimbursement for prior period expense payments made under the terms of the Prior Expense Support Agreement and (iii) permitted the Company the option to limit or reduce Guggenheim expense payments in any manner so that the Company will comply with IRC Section 851 in each of its future tax years. As a result, 100% of all CCA's prior periods' expense payments were classed as ineligible for future reimbursement, and going forward, Guggenheim is the sole source of expense payments and solely eligible for reimbursement of prior periods' expense payments.
Pursuant to the Expense Support Agreement, the Company has a conditional obligation to reimburse Guggenheim for any amounts funded by Guggenheim under this arrangement or the Prior Expense Support Agreement if (and only to the extent that), during any month occurring within three years of the date on which Guggenheim funded such amount, the sum of the Company's estimated investment company taxable income and net capital gains exceeds the ordinary cash distributions paid by the Company to its shareholders; provided, however, that (i) the Company will only reimburse Guggenheim for expense payments made by Guggenheim to the extent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause "other operating expenses" (as defined below) (on an annualized basis and net of any expense support reimbursement payments received by the Company during such fiscal year) to exceed the lesser of (A) 1.75% of the Company's average net assets attributable to its Common Shares for the fiscal year-to-date period after taking such reimbursement payments into account and (B) the percentage of the Company's average net assets attributable to its Common Shares represented by "other operating expenses" during the fiscal year in which such expense payment from the Advisor was made (provided, however, that this clause (B) will not apply to any reimbursement payment which relates to an expense payment from Guggenheim made during the same fiscal year); and (ii) the Company will not reimburse Guggenheim for expense payments made by Guggenheim if the annualized rate of regular cash distributions declared by the Company at the time of such reimbursement payment is less than the annualized rate of regular cash distributions declared by the Company at the time Guggenheim made the expense payment to which such reimbursement payment relates. "Other operating expenses" means the Company's total "operating expenses" (as defined below), excluding any investment advisory fee, performance-based incentive fees, organization and offering expenses, interest expense, brokerage commissions and extraordinary expenses. "Operating expenses" means all operating costs and expenses incurred, as determined in accordance with GAAP for investment companies.
The Company or Guggenheim may terminate the Expense Support Agreement at any time. The Expense Support Agreement will automatically terminate if (i) if the Master Fund terminates the Investment Advisory Agreement with Guggenheim, or (ii) the Company's Board makes a determination to dissolve or liquidate the Company.
The specific amount of Guggenheim's expense payment obligation is determined at the end of each month. Upon termination of the Expense Support Agreement by Guggenheim, it is required to fund any amounts accrued thereunder as of the date of termination. Similarly, the conditional obligation of the Company to reimburse
Notes to Financial Statements (Unaudited)

Guggenheim pursuant to the terms of the Expense Support Agreement shall survive the termination of the Expense Support Agreement by either party. There can be no assurance that the Expense Support Agreement will remain in effect or that Guggenheim will reimburse any portion of the Company's expenses in future months.

11


Notes to Financial Statements (Unaudited)

The table below presents a summary of all unreimbursed monthly expenses supported by Guggenheim:
Month EndedExpense Support from CCA and GuggenheimCCA Waiver of Expense Support Reimburse-mentExpense Support Reimburse-ment to GuggenheimExpired Expense SupportUnreimbursed Expense SupportMinimum of 1.75% and Annualized Fiscal Year to Date Other Operating Expense Ratio (1)Annualized Regular Cash Distribution Rate/Share, Declared (2)Eligible for Reimburse-ment throughExpense Support from CCA and GuggenheimCCA Waiver of Expense Support ReimbursementExpense Support Reimbursement to GuggenheimExpired Expense SupportUnreimbursed 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
January 201628,808
(14,404)
(14,404)
1.75%1.92161
1/31/2019$28,808
$(14,404)$
$(14,404)$
1.75%$1.92161
1/31/2019
February 201627,107
(13,554)
(13,553)
1.75%1.92161
3/1/201927,107
(13,554)
(13,553)
1.75%1.92161
3/1/2019
February 201785,881
(42,940)(14,285)
28,656
1.23%1.81792
2/29/202085,881
(42,940)(30,482)
12,459
1.23%1.81792
2/29/2020
March 2017104,321
(52,161)

52,160
1.23%1.81792
3/31/2020104,321
(52,161)

52,160
1.23%1.81792
3/31/2020
April 201761,691
(30,846)

30,845
1.23%1.81792
4/30/202061,691
(30,846)

30,845
1.23%1.81792
4/30/2020
May 201791,468
(45,734)

45,734
1.23%1.81792
5/31/202091,468
(45,734)

45,734
1.23%1.81792
5/31/2020
June 2017107,422
(53,711)

53,711
1.23%1.81792
6/30/2020107,422
(53,711)

53,711
1.23%1.81792
6/30/2020
August 201758,735
(29,367)

29,368
1.23%1.81792
8/31/202058,735
(29,367)

29,368
1.23%1.81792
8/31/2020
November 201718,264



18,264
1.23%1.84440
11/30/202018,264



18,264
1.23%1.84440
11/30/2020
January 20186,978



6,978
1.17%1.84440
1/31/20216,978



6,978
1.17%1.84440
1/31/2021
February 20184,097



4,097
1.17%1.84440
2/28/20214,097



4,097
1.17%1.84440
2/28/2021
March 20181,167



1,167
1.17%1.84440
3/31/20211,167



1,167
1.17%1.84440
3/31/2021
April 201855,424



55,424
1.17%1.84440
4/30/202155,424



55,424
1.17%1.84440
4/30/2021
September 201810,785



10,785
1.17%1.84440
9/30/202110,785



10,785
1.17%1.84440
9/30/2021
October 20184,359



4,359
1.17%1.84440
10/31/20214,359



4,359
1.17%1.84440
10/31/2021
November 20188,458



8,458
1.17%1.84440
11/30/20218,458



8,458
1.17%1.84440
11/30/2021
October 201924,376



24,376
1.18%1.84440
10/31/2022
November 201962,392



62,392
1.18%1.84440
11/30/2022
December 2019100,005



100,005
1.18%1.84440
12/31/2022
January 202023,059



23,059
1.05%1.84440
1/31/2023
February 202061,047



61,047
1.05%1.84440
2/28/2023
March 202089,041



89,041
1.05%1.84440
3/31/2023
Total $350,006
    $693,729
   
______________________
(1)Other operating expenses include all expenses borne by the Company excluding organization and offering costs, an investment advisory fee, a performance-based incentive fee, financing fees and costs and interest expense.
(2)"Annualized Regular Cash Distribution Rate/Share, Declared" equals the annualized rate of average weekly distributions per Share that were declared with record dates in the subject month immediately prior to the date the expenses support payment obligation was incurred by CCA and Guggenheim. Regular cash distributions do not include declared special cash or share distributions, if any.
Summary of Related Party Transactions for the Three Months Ended March 31, 2019andMarch 31, 2018
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 months ended March 31, 20192020 and March 31, 2018:2019:
 Three Months Ended March 31, Three Months Ended March 31,
Related Party Source Agreement & Description 2019 2018 Source Agreement & Description 2020 2019
 Related Party Expense:     Related Party Expense:    
Guggenheim Administrative Services Agreement - expense reimbursement $54,385
 $52,733
 Administrative Services Agreement - expense reimbursement $53,363
 $54,385
Guggenheim Expense Support Agreement - expense support reimbursement to related parties 9,067
 
 Expense Support Agreement - expense support reimbursement to related parties 
 9,067
Dealer Manager (Guggenheim) Dealer Manager Agreement - sales commissions and dealer manager fees 14,150
 
 Related Party Income:     Related Party Income:    
Guggenheim Expense Support Agreement - expense support from related parties 
 12,242
 Expense Support Agreement - expense support from related parties 173,147
 

12


Notes to Financial Statements (Unaudited)

Indemnification
The Administrative Services Agreement provides certain indemnification to Guggenheim, its directors, officers, persons associated with Guggenheim and its affiliates. In addition, the Company's Declaration of Trust, as amended, provides certain indemnifications to its officers, trustees, agents and certain other persons. The Dealer Manager Agreement provides for certain indemnifications from the Company (with respect to the primary offering of its Common Shares) to GFD, any selected dealers and their respective officers, directors, employees, members, affiliates, agents, representatives and, if any, each person who controls such person or entity within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Such indemnifications are subject to certain limitations as provided for in the Company’s Declaration of Trust and the North American Securities Administrators Association Guidelines and are considered customary by management. As of March 31, 2019,2020, management believes that the risk of incurring any losses for such indemnification is remote.
Notes to Financial Statements (Unaudited)

Note 5. Common Shares
The Company's Initial Registration Statement pertaining to its Initial Public Offering was declared effective on July 31, 2015.
The following table summarizes the total Common Shares issued and proceeds received in connection with the Company's Public Offerings and reinvestment of distributions for (i) the three months ended March 31, 20192020 and (ii) the period commencing on July 31, 2015 (inception) through March 31, 2019,2020, including the event that the Initial Public Offering was suspended on August 23, 2017:
Three Months Ended
March 31, 2019
 
Inception through
March 31, 2019
Three Months Ended
March 31, 2020
 
Inception through
March 31, 2020
Shares Amount Shares AmountShares Amount Shares Amount
Gross proceeds from Public Offerings26,677
 $652,600
 1,614,107
 $42,084,240
211,044
 $4,970,000
 1,916,662
 $49,249,390
Dealer Manager fees and commissions
 
 
 (867,272)
 (14,150) 
 (887,422)
Net proceeds to the Company from Public Offerings26,677
 652,600
 1,614,107
 41,216,968
211,044
 4,955,850
 1,916,662
 48,361,968
Reinvestment of shareholders' distributions18,411
 451,072
 154,492
 3,942,428
10,777
 253,038
 215,899
 5,411,502
Net proceeds from all issuance of Common Shares45,088
 $1,103,672
 1,768,599
 $45,159,396
221,821
 $5,208,888
 2,132,561
 $53,773,470
Average net proceeds per Common Share$24.48 $25.53$23.48 $25.22

13


Notes to Financial Statements (Unaudited)

Repurchase of Common Shares
The following table is a summary of the quarterly tender offers, completed pursuant to the share repurchase programs completedprogram, during the three monthstwo years ended March 31, 2019 and March 31, 2018:2020:
Tender Offer Termination Date Total Number of Shares Offered to Repurchase Total Number of Shares Repurchased Total Consideration Price Paid per Share No. of Shares Repurchased / Total Offer 
No. of Shares Repurchased / Weighted Average Shares (1)
 Total Number of Shares Offered to Repurchase Total Number of Shares Repurchased Total Consideration Price Paid per Share No. of Shares Repurchased / Total Offer 
No. of Shares Repurchased / Weighted Average Shares (1)
2020:            
March 23, 2020 40,039
 23,050
 $541,203
 $23.48
 57.6% 1.44%
Total 40,039
 23,050
 $541,203
   57.6%  
            
2019:                        
March 25, 2019 (2)
 40,560
 72,783
 $1,787,548
 $24.56
 179.4% 4.49% 40,560
 72,783
 $1,787,548
 $24.56
 179.4% 4.49%
June 5, 2019 (3)
 40,654
 45,377
 1,109,017
 24.44
 111.6% 2.80%
October 11, 2019 (4)
 40,486
 58,785
 1,391,452
 23.67
 145.2% 3.63%
December 6, 2019 40,241
 15,230
 358,206
 23.52
 37.8% 0.95%
Total 40,560
 72,783
 $1,787,548
   179.4%   161,941
 192,175
 $4,646,223
   118.7%  
                        
2018:                        
March 14, 2018 34,443
 5,013
 $128,736
 $25.68
 14.6% 0.36%
June 6, 2018 38,454
 2,504
 $64,569
 $25.79
 6.5% 0.16%
September 5, 2018 40,202
 6,817
 175,058
 25.68
 17.0% 0.42%
December 6, 2018 40,298
 40,298
 1,027,203
 25.49
 100.0% 2.50%
Total 34,443
 5,013
 $128,736
   14.6%   118,954
 49,619
 $1,266,830
   41.7%  
_______________________
(1)Weighted average shares is based on the weighted average number of common shares outstanding in the prior four calendar quarters.
(2)The Company filed a tender offer to purchase up to 40,560 Shares on February 1, 2019. In accordance with Rule 13e-4(f), the Company determined to accept for purchase up to an additional 2.0% of our then outstanding Shares, increasing the offer to 72,783 Shares. After the termination of the Company's purchase offer on March 8, 2019, the Company's Board approved the purchase ofThe Company repurchased 72,783 Shares which represents approximately 68% of all Shares that were validly tendered.

(3)The Company filed a tender offer to purchase up to 40,654 Shares on May 1, 2019. In accordance with Rule 13e-4(f), the Company determined to accept for purchase up to an additional 0.3% of our then outstanding Shares, increasing the offer to 45,377 Shares. The Company repurchased of 45,377 Shares which represents 100% of all Shares that were validly tendered.
(4)The Company filed a tender offer to purchase up to 40,486 Shares on August 1, 2019. In accordance with Rule 13e-4(f), the Company determined to accept for purchase up to an additional 1.2% of our then outstanding Shares, increasing the offer to 58,785 Shares. The Company repurchased 58,785 Shares which represents 100% of all Shares that were validly tendered.
Note 6. Distributions
Declared distributions are paid monthly. The following table summarizes the distributions that the Company declared on its Common Shares during the three months ended March 31, 20192020 and March 31, 2018:2019:


14


Notes to Financial Statements (Unaudited)

Record Date Payment Date Distribution per Share per Record Date Distribution per Share per Payment Date Distribution Amount Payment Date Distribution per Share at Record Date Distribution per Share at Payment Date Distribution Amount
For the Fiscal Year 2020      
January 6, 13, 20, 27 January 29 $0.03547
 $0.14188
 $247,731
February 3, 10, 17, 24 February 26 0.03547
 0.14188
 255,006
March 2, 9, 16, 23, 30 April 1 0.03547
 0.17735
 322,221
   $0.46111
 $824,958
For the Fiscal Year 2019            
January 7, 14, 21, 28 January 30 $0.03547
 0.14188
 $228,590
 January 30 $0.03547
 $0.14188
 $228,590
February 4, 11, 18, 25 February 27 0.03547
 0.14188
 229,815
 February 27 0.03547
 0.14188
 229,815
March 4, 11, 18, 25 March 27 0.03547
 0.14188
 230,389
 March 27 0.03547
 0.14188
 230,389
   $0.42564
 $688,794
   $0.42564
 $688,794
For the Fiscal Year 2018      
January 30 January 31 $0.15370
 $0.15370
 $245,771
February 27 February 28 0.15370
 0.15370
 246,645
March 27 March 28 0.15370
 0.15370
 247,506
   $0.46110
 $739,922
Note 7. 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 three months ended March 31, 20192020 and March 31, 2018:2019:
Three Months Ended March 31,Three Months Ended March 31,
2019 20182020 2019
PER COMMON SHARE OPERATING PERFORMANCE      
Net asset value, beginning of period$24.56
 $25.68
$23.37
 $24.56
Net investment income (1)
0.27
 0.28
0.45
 0.27
Net realized gain from investment (1)
0.14
 0.14
Net unrealized gains (losses) (2)
(0.07) 0.15
Net increase resulting from operations0.34
 0.57
Net realized gains from investment in GCIF (1)

 0.14
Net unrealized depreciation from investment in GCIF (2)
(3.70) (0.07)
Net increase (decrease) resulting from operations(3.25) 0.34
Distributions to common shareholders (3)
      
Distributions from earnings (3)
(0.43) (0.46)
Distributions from net investment
income (3)
(0.46) (0.27)
Distributions from realized gains on investment (3)

 (0.16)
Net decrease resulting from distributions(0.43) (0.46)(0.46) (0.43)
Net asset value, end of period$24.47
 $25.79
$19.66
 $24.47
      
INVESTMENT RETURNS      
Total investment return-net asset value (4)
1.38% 2.23 %(14.05)% 1.38%
      
RATIOS/SUPPLEMENTAL DATA      
Net assets, end of period$38,749,777
 $41,543,189
$35,493,455
 $38,749,777
Average net assets (5)
$39,471,849
 $41,369,353
$39,457,187
 $39,471,849
Common Shares outstanding, end of period1,583,452
 1,610,956
1,804,972
 1,583,452
Weighted average Common Shares outstanding1,620,043
 1,604,905
1,786,187
 1,620,043
Ratios-to-average net assets: (5) (6)
      
Total operating expenses0.28% 0.40 %0.33 % 0.28%
Effect of expense support reimbursement to (received from) the Advisors0.02% (0.03)%
Effect of expense support reimbursement to (received from) the Advisor(0.44)% 0.02%
Net expenses0.30% 0.37 %(0.11)% 0.30%
Net investment income1.11% 1.10 %2.03 % 1.11%
_____________________
(1)The per Common Share data was derived by using the weighted average Common Shares outstanding during the period.
Notes to Financial Statements (Unaudited)

(2)The amountamounts shown at this caption isare the balancing figurefigures derived from the other figures in the schedule. The amountamounts 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.

15


Notes to Financial Statements (Unaudited)

(3)The per Common Share data for distributions is the actual amount of distributions paid or payable per Common Share outstanding during the entire period; distributions per Common Share are rounded to the nearest $0.01. For income tax purposes, distributions made to shareholders are reported as ordinary income, capital gains, non-taxable return of capital or a combination thereof, based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under GAAP. The tax character of distribution shown above is an estimate since the exact amount cannot be determined at this point. As of March 31, 2019,2020, the Company estimated distributions to be composed of either ordinary income or capital gains. The final determination of the tax character of distributions will not be made until we file our tax return.
(4)Total investment return-net asset value is a measure of the change in total value for shareholders who held the Company’s Common Shares at the beginning and end of the period, including distributions declared during the period. Total investment return-net asset value is based on (i) net asset value per share on the first day of the period, (ii) the net asset value per share on the last day of the period, plus any shares issued in connection with the reinvestment of monthly distributions and (iii) distributions payable relating to the ownership of shares, if any, on the last day of the period. The total investment return-net asset value calculation assumes that distributions are reinvested in accordance with the Company’s distribution reinvestment plan, net of sales load, on each monthly distribution payment date. Because there is no public market for the Company’s shares, the terminal market value per share is assumed to be equal to net asset value per share on the last day of the period presented. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company’s Common Shares. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Total investment return-net asset value is not annualized.
(5)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.
(6)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, 2020 and 2019 were 2.00% and March 31, 2018 were 1.92% and 1.95%, respectively.
Note 8. Subsequent Events
Management has evaluated subsequent events through the date of issuance of these financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the financial statements.




16



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," "our,""our" and the "Company" refer to Guggenheim Credit Income Fund 2019. The Term "Master Fund" refers to Guggenheim Credit Income Fund. Capitalized terms used in this Item 2 have the same meaning as in the accompanying financial statements presented in Part I. Item 1. Financial Statements (Unaudited), unless otherwise defined herein.
Overview
We are a feeder fund and we are affiliated with the Master Fund, which is a specialty finance investment company that has elected to be treated as a BDC under the 1940 Act. The Master Fund is externally managed by Guggenheim, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments, determining the securities and other assets that we will purchase, retain or sell and monitoring the Master Fund's portfolio on an ongoing basis. The Master Fund's management discussion and analysis of financial condition and results of operations as presented in its quarterly report should be read in its entirety.
Investment Objectives and Investment Program
Our investment objectives are to provide our shareholders with current income, capital preservation and, to a lesser extent, long-term capital appreciation.
We intend to meet our investment objectives by investing substantially all of our equity capital in the Master Fund. The Master Fund's investment objectives are the same as our own. The Master Fund's investment strategy is focused on creating and growing an investment portfolio that generates superior risk-adjusted returns by carefully selecting investments through rigorous due diligence and actively managing and monitoring our investment portfolio. When evaluating an investment and the related portfolio company, the Master Fund uses the resources of its Advisor to develop an investment thesis and a proprietary view of a potential portfolio company’s intrinsic value. We believe the Master Fund's flexible approach to investing allows it to take advantage of opportunities that offer favorable risk/reward characteristics.
The Master Fund primarily focuses on the following range of investment types that may be available within the capital structure of portfolio companies:
Senior Debt. Senior debt investments generally take a security interest in the available assets of the portfolio company, including equity interests in any of its subsidiaries. These senior debt classifications include senior secured first lien loans, senior secured second lien loans, senior secured bonds and senior unsecured debt. In some circumstances, the secured lien could be subordinated to the claims of other creditors. While there is no specific collateral associated with senior unsecured debt, such positions are senior in payment priority over subordinated debt creditors.
Subordinated Debt. Subordinated debt investments are generally subordinated to senior debt investments 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.

17



The Master Fund acquires its portfolio investments through the following investment access channels:
Direct Originations: This channel consists of investments that are directly originated through Guggenheim's relationship network. Such investments are originated and/or structured by Guggenheim and are not generally available to the broader investment market. These investments may include both debt and equity investment components.
Syndicated Transactions: This channel primarily includes investments in broadly syndicated loans and high yield bonds, typically originated and arranged by investment intermediaries other than Guggenheim. These investments may be purchased at the original syndication or in the secondary through various trading markets.
Revenue
Dividend income from our ownership of the Master Fund's common shares is our source of investment income. Our revenuesrevenue will fluctuate with the operating performance of the Master Fund and its distributions paid to us.
Operating Expenses
Our primary operating expenses include administrative services, related party reimbursements, custodian and accounting services, independent audit services, compliance services, tax services, legal services, transfer agent services, organization expenses and offering expenses. Additionally, we indirectly bear the operating expenses of the Master Fund through our ownership of its common shares, such as an investment advisory fee, a performance-based incentive fee, independent audit services, third partythird-party valuation services and various other professional services fees.
Impact of COVID-19
In late 2019 and early 2020, a novel coronavirus (SARS-CoV-2) and related respiratory disease ("COVID-19") emerged and spread rapidly across the world, including to the U.S., bringing with it one of the most volatile quarters for the leveraged loan market in history.
The Master Fund has and continues to assess the impact of COVID-19 on its portfolio companies. We cannot predict the full impact of the COVID-19 pandemic, including its duration in the United States and worldwide, and the magnitude of the economic impact of the outbreak, including with respect to the travel restrictions, business closures and other quarantine measures imposed on service providers and other individuals by various local, state, and federal governmental authorities, as well as non-U.S. governmental authorities. As such, we are unable to predict the duration of any business disruptions, the extent to which COVID-19 will negatively affect operating results of the Master Fund's portfolio companies or the impact that such disruptions may have on our results of operations and financial condition. Though the magnitude of the impact remains to be seen, we expect the Master Fund's portfolio companies and, by extension, our operating results to be adversely impacted by COVID-19 and depending on the duration and extent of the disruption to the operations of the Master Fund's portfolio companies, we expect that certain portfolio companies will experience financial distress. We also expect that some portfolio companies may significantly curtail business operations, furlough or lay off employees and terminate service providers, and defer capital expenditures if subjected to prolonged and severe financial distress, which could impair their business on a permanent basis. The impacts of these events may include, but are not limited to, (i) amendments and waivers being granted to borrowers permitting deferral of loan payments or allowing for payment-in-kind (“PIK”) interest payments, (ii) additional borrower defaults and non-payments on their loans or inability of borrowers to refinance their loans at maturity, or (iii) permanent business closure. Such events, to the extent experienced, could result in a decrease in the value of the Master Fund's investment in any such portfolio company, or interest thereon. In addition, to the extent that the impact to the Master Fund's portfolio companies results in reduced interest payments or permanent impairments on its investments, we could see a decrease in our net investment income and could require us to reduce the future amount of distributions to our shareholders.
With respect to its investments, the Master Fund is taking steps in actively overseeing all of its individual portfolio companies. These measures include, among other things, enhanced monitoring/credit analysis of its portfolio, assessment of each portfolio company’s operational and liquidity exposure and outlook, and frequent communication with its portfolio company management teams, industry consultants, and other lenders to understand the expected financial performance impact of the COVID-19 pandemic.
The reduction in our net asset value as of March 31, 2020 as compared to our net asset value as of December 31, 2019 is the result of significant unrealized depreciation in the fair value of our investments in the Master Fund due primarily to the negative economic impact and the increased uncertainty caused by COVID-19 pandemic.

18



Results of Operations
Operating results for the three months ended March 31, 20192020 and March 31, 20182019 were as follows:
Three Months Ended March 31,Three Months Ended March 31,
2019 20182020 2019
Total investment income$559,104
 $609,779
$757,302
 $559,104
Net expenses120,376
 153,180
(43,871) 120,376
Net investment income438,728
 456,599
801,173
 438,728
Net realized gain from investment in GCIF6,374
 
Net realized gain from redemption of investment in GCIF
 6,374
Long term gain distributions from investment in GCIF216,290
 223,008

 216,290
Net change in unrealized appreciation (depreciation) from investment in GCIF(109,536) 231,804
Net increase in net assets resulting from operations$551,856
 $911,411
Net change in unrealized depreciation from investment in GCIF(6,679,515) (109,536)
Net increase (decrease) in net assets resulting from operations$(5,878,342) $551,856
Investment Income
Investment income consisted solely of distributions from the Master Fund for the three months ended March 31, 20192020 and March 31, 2018.

2019.
Operating Expenses
Operating expenses consisted of the following major components for the three months ended March 31, 20192020 and March 31, 2018:2019:
Three Months Ended March 31,Three Months Ended March 31,
2019 20182020 2019
Administrative services$3,629
 $3,750
$3,669
 $3,629
Related party reimbursements54,385
 52,733
53,363
 54,385
Trustees fees740
 732
748
 740
Professional services fees32,548
 32,510
18,923
 32,548
Offering expenses563
 61,948
Offering costs25,417
 563
Other expenses19,444
 13,749
27,156
 19,444
Total operating expenses111,309
 165,422
129,276
 111,309
Reimbursement of expense support9,067
 

 9,067
Less: Expense support from related parties
 (12,242)(173,147) 
Net expenses$120,376
 $153,180
$(43,871) $120,376
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 Guggenheim that were reimbursable. Reimbursable costs and expenses include, but are not limited to, the Company's share of salaries, rent, office administration, costs associated with regulatory reporting and filings and costs related to the preparation for and conducting of meetings of the Company's Board. An investment advisory fee is only incurred by the Master Fund, although it is incurred indirectly by the Company through its ownership of Master Fund common shares.
Net Realized Gains (Losses) from Investment
For the three months ended March 31, 2019, we had realized gains of less than $0.1 million as a result of our sale of Master Fund Shares. For the three months ended March 31, 2018,2020, we did not sell any shares of the Master Fund and therefore we did not incur any realized gains or losses on our investment in the Master Fund.
For the three months ended March 31, 2019, we had realized gains of less than $0.1 million as a result of our sale of Master Fund Shares.
During the three months ended March 31, 2020 and 2019, and March 31, 2018, $0.2$0.0 million and $0.2 million, respectively of the distributions received from the Master Fund were classified as long term gains.

19



Changes in Unrealized Appreciation (Depreciation)Depreciation from Investment
For the three months ended March 31, 2020 and March 31, 2019 , the total net change in unrealized depreciation fromon our investment in the Master Fund was $(6.7) million and $(0.1) million.million, respectively .
ForThe increase in net unrealized depreciation for the three months ended March 31, 2018,2020 was due primarily to the total net change in unrealized appreciation from our investment innegative economic impact and the increased uncertainty caused by COVID-19 to the Master Fund was than $0.2 million.Fund's portfolio companies.
Cash Flows for the Three Months Ended March 31, 20192020 and March 31, 20182019
For the three months ended March 31, 20192020 and March 31, 2018,2019, net cash provided by (used in) operating activities was $(4.3) million and $1.5 million, and $0.6 million, respectively. InFor the three months ended March 31, 2020, the purchase of Master Fund shares was the primary use of cash. For the three months ended March 31, 2019, dividends receivable from the Master Fund and redemption of Master Fund shares were the primary providers of cash. In 2018, distributions from
For the Master Fund werethree months ended March 31, 2020, net cash provided by financing activities was $4.2 million and was primarily represented by issuance of common shares of $5.0 million. For the primary provider of cash.
Netthree months ended March 31, 2019, net cash used for financing activities was $(1.6) million during the three months ended March 31, 2019,and was primarily represented by repurchase of common shares of $(1.8) million. Net cash used for financing activities was $(0.3) million during the three months ended March 31, 2018, and primarily consisted of cash outflows for distributions of $(0.3) million to shareholders.

Financial Condition, Liquidity and Capital Resources
Our primary sources of cash include (i) the sale of our Common Shares, (ii) our shareholders' reinvestment of their distributions, (iii) distributions, including capital gains, if any, received from our ownership of the Master Fund's common shares, (iv) expense support payments pursuant to the Expense Support Agreement and (v) the sale of our owned Master Fund shares in conjunction with its periodic share repurchase programs.program. Our primary uses of cash include (i) investment in the Master Fund's common shares, (ii) payment of operating expenses, (iii) cash distributions to our shareholders, (iv) periodic repurchases of our Common Shares pursuant to our periodic share repurchase programsprogram and (v) reimbursement payments for prior period expense support payments. We are not permitted to issue any senior securities, including preferred securities.
We manage our assets and liabilities such that current assets are sufficient to cover current liabilities and excess if any, is invested in the acquisition of Master Fund's common shares.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of March 31, 20192020 and MarchDecember 31, 2018.2019.
Critical Accounting Policies
Use of Estimates    
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. ("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, expense, gain and loss during the reporting period. We believe that the estimates and assumptions utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. Our significant accounting policies are described in Note 2. Significant Accounting Policies.
Valuation of Investments
We invest substantially all of our equity capital in the purchase of Master Fund common shares. We determine the fair value of our investment in the Master Fund as the Master Fund's net asset value per common share (as determined by the Master Fund) multiplied by the number of Master Fund common shares that we own.

20



Contractual Obligations    
Commitments    
We have not entered into any agreements under which we have material future commitments that cannot otherwise be terminated within a reasonable time period.
Obligations to Pay Distributions
Our Board has declared distributions on Common Shares that are payable to shareholders of record after March 31, 2019.2020. The declared distribution rates per Common Share for the period after March 31, 20192020 are summarized as follows:
2019 Record Dates 2019 Payment Dates Distribution per Share per Record Date Distribution per Share per Payment Date
April 1, 8, 15, 22, 29 May 1 $0.03547
 $0.17735
May 6, 13, 20, 27 May 29
 0.03547
 0.14188

2020 Record Dates 2020 Payment Dates Distribution per Share at Record Date Distribution per Share at Payment Date
April 6, 13, 20, 27 April 29 $0.03015
 $0.1206
May 4, 11, 18, 25, June 1, 8 June 9 0.03015
 0.1809
Related Party Agreements and Transactions
Expense Support and Conditional Reimbursement Agreement
We have entered into agreements with Guggenheim whereby we agreed to (i) receive expense support payments and to conditionally reimburse it for prior period expense support payments, (ii) to pay for administrative services and (iii) compensate Guggenheim Funds Distributors, LLC ("GFD"), an affiliate of Guggenheim, for capital market services in connection with the marketing and distribution of our Shares. See Note 4. Related Party Agreements and Transactions for a discussion of related party transactions and expense reimbursement agreements.
Reimbursement of CCA and Guggenheim for Organization and Offering Expenses
Under the terms of the O&O Agreement, we agreed to reimburse CCA and Guggenheim for our organization and offering expenses solely in connection with the capital raise of our Public Offering (See Note 4. Related Party Agreements and Transactions).


Reimbursement of the Administrator for Administrative Services
We reimburse the Administrator for its expenses in connection with the provision of administrative services to us. These reimbursement expenses are periodically reviewed and approved by the Independent Trustees Committee of our Board. See Note 4. Related Party Agreements and Transactions for a summary of reimbursable expenses as related to administrative services.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk
We are subject to financial market risks, including changes in interest rates through our investment in the Master Fund. As of March 31, 2019, 93.4%2020, 97.4% of the Master Fund's debt investments (90.7%(95.1% of total investments), or $340.6$303.2 million measured at fair value, are subject to floating interest rates. The Master Fund's sole credit facility is also subject to changes in its 3-Month London Interbank Offered Rate ("LIBOR") base rate. A rise in the general level of interest rates can be expected to lead to (i) higher interest income for the Master Fund's floating rate debt investments, (ii) value declines for fixed rate investments the Master Fund may hold and (iii) higher interest expense in connection with the Master Fund's floating rate credit facility. To the extent that a majority of the Master Fund's investments may be in floating rate investments, an increase in interest rates could also make it more difficult for borrowers to repay their loans, and a rise in interest rates may also make it easier for the Advisor to meet or exceed the quarterly threshold for a performance-based incentive fee as described in Note 4.6. Related Party Agreements and Transactions of the Master Fund's consolidated financial statements.
Based on our investment in the Master Fund as of March 31, 2019,2020, the following table presents the approximate annualized increase in value per outstanding Common Share due to (i) interest income from the Master Fund's investment portfolio and (ii) interest expense on the Master Fund's floating rate borrowings, directly resulting from hypothetical changes in base rate interest rates (e.g., LIBOR), assuming no changes in (i) the number of outstanding Common Shares, (ii) the number of outstanding Master Fund Shares and (iii) our percent ownership of Master Fund shares:

21



  
Basis Points (bps) Increase Net Increase per Share
Basis Points (bps) Increase (Decrease) Net Increase (Decrease) per Share
-50 bps $(0.03)
+50 bps $0.06
 0.08
+100 bps 0.13
 0.19
+150 bps 0.19
 0.29
+200 bps 0.25
 0.39
The Master Fund regularly measures its exposure to interest rate risk. The Master Fund assesses interest rate risk and manages its interest rate exposure on an ongoing basis by comparing its interest rate sensitive assets to its interest rate sensitive liabilities. Based on that review, the Master Fund determines whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

22



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 March 31, 2019,2020, have concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, were effective as of March 31, 20192020 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 InformationII
Item 1. Legal Proceedings.
At May 6, 2019,11, 2020, we were not subject to any material legal proceedings, nor,and, to our knowledge, is anythere were no material legal proceedingproceedings 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 March 31, 2019,2020, there have been no material changes from the risk factors set forth in our annual report on Form 10-K dated and filed with the SEC on March 14, 2019.13, 2020, except for the additional risk disclosures related to COVID-19 included in the following sections.
Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and/or damage to our business relationships, all of which could negatively impact our business, results of operations or financial condition.
A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen information, misappropriation of assets, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships. Any such attack could result in significant losses, reputational damage, litigation, regulatory fines or penalties, or otherwise adversely affect our business, financial condition or results of operations. In addition, we may be required to expend significant additional resources to modify our protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. We face risks posed to our information systems, both internal and those provided to us by third-party service providers. We, Guggenheim and its affiliates have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a risk of a cyber incident, may be ineffective and do not guarantee that a cyber incident will not occur or that our financial results, operations or confidential information will not be negatively impacted by such an incident.


23



Third parties with which we do business (including those that provide services to us) may also be sources or targets of cybersecurity or other technological risks. We outsource certain functions and these relationships allow for the storage and processing of our information and assets, as well as certain investor, counterparty, employee and borrower information. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described above. Privacy and information security laws and regulation changes, and compliance with those changes, may also result in cost increases due to system changes and the development of new administrative processes. The Company and its service providers are currently impacted by quarantines and similar measures being enacted by governments in response to COVID-19, which are obstructing the regular functioning of business workforces (including requiring employees to work from external locations and their homes). Accordingly, the risks described above are heightened under current conditions.
Global capital markets could enter a period of severe disruption and instability. These conditions have historically affected and could again materially and adversely affect debt and equity capital markets in the United States and around the world and could negatively impact our business, financial condition and results of operations.
Market and macro-economic disruptions may, in the future, affect the U.S. capital markets, which could adversely affect our business and that of our portfolio companies. These market disruptions may also affect the broader financial and credit markets and may reduce the availability of debt and equity capital for the market as a whole and to financial firms, in particular. At various times, these macro-disruptions have resulted in, and may in the future result in, a lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector and the repricing of credit risk. These conditions may reoccur for a prolonged period of time again or materially worsen in the future, including as a result of further downgrades to the U.S. government’s sovereign credit rating or the perceived credit worthiness of the United States or other large global economies. Unfavorable macro-economic conditions, including future recessions, also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. We may in the future have difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may cause us to reduce the volume of loans we originate and/or fund, adversely affect the value of our portfolio investments or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows. There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. The current U.S. presidential administration, along with the U.S. Congress, has created significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. The spread of an epidemic or pandemic and efforts to contain it may result in severe disruptions to financial markets, supply chains, availability of raw materials, goods, and services. For example, the outbreak of COVID-19 is causing materially reduced consumer demand and economic output, disrupting supply chains, resulting in market closures, travel restrictions and quarantines, and adversely impacting local and global economies. As with other serious economic disruptions, governmental authorities and regulators are responding to this crisis with significant fiscal and monetary policy changes, including by providing direct capital infusions into companies, introducing new monetary programs and considerably lowering interest rates, which, in some cases resulted in negative interest rates. These actions, including their possible unexpected or sudden reversal or potential ineffectiveness, could further increase volatility in securities and other financial markets, reduce market liquidity, heighten investor uncertainty and adversely affect the value of our investments and our overall performance. In addition, uncertainty arising from the United Kingdom's decision to leave the European Union ("Brexit") could lead to further market disruptions and currency volatility, potentially weakening consumer, corporate and financial confidence and resulting in lower economic growth for companies that rely significantly on Europe for their business activities and revenues. Any of these factors could depress economic activity and restrict our portfolio companies' access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.
The lack of liquidity in our investments may adversely affect our business.

24



We may acquire a significant percentage of our portfolio company investments from privately-held companies in directly negotiated transactions. The securities of private companies are not publicly traded or actively traded on the secondary market and are, instead, traded on a privately-negotiated, over-the-counter secondary market for institutional investors, if at all. These over-the-counter secondary markets may be inactive during an economic downturn or a credit crisis. In addition, the securities in these companies will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly-traded securities. We typically would be unable to exit these investments unless and until the portfolio company has a liquidity event such as a sale, refinancing, or initial public offering.
The illiquidity of our investments may make it difficult or impossible for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments, which could have a material adverse effect on our business, financial condition, and results of operations.
Moreover, securities purchased by us that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions, or investor perceptions.
We may also face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we, Guggenheim, or any of its affiliates have material nonpublic information regarding such portfolio company, or where the sale would be an impermissible joint transaction. The reduced liquidity of our investments may make it difficult for us to dispose of them at a favorable price, and, as a result, we may suffer losses.
Dislocations in certain parts of markets are resulting in reduced liquidity for certain investments. It is uncertain when financial markets will improve. Liquidity of financial markets may also be affected by government intervention.
We may not have the funds or ability to make additional investments in our portfolio companies or to fund our unfunded commitments.
After our initial investment in a portfolio company, we may be called upon from time to time to provide additional funds to such company or have the opportunity to increase our investment through the exercise of a warrant or other right to purchase common stock. There is no assurance that we will make, or will have sufficient funds to make, follow-on investments. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level of risk, we prefer other opportunities, we are limited in our ability to do so by compliance with BDC requirements, or we desire to maintain our RIC status. Our ability to make follow-on investments may also be limited by Guggenheim's allocation policies. Any decisions not to make a follow-on investment or any inability on our part to make such an investment may have a negative impact on a portfolio company in need of such an investment, may result in a missed opportunity for us to increase our participation in a successful operation, or may reduce the expected return on the investment. During periods of market disruption, portfolio companies may be more likely to seek to draw on unfunded commitments we have made, and the risk of being unable to fund such commitments is heightened during such periods.
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 March 31, 2019:2020:
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, 2019 to January 31, 2019 
 
 
 
February 1, 2019 to February 28, 2019 
 
 
 
March 1, 2019 to March 31, 2019 72,783
 $24.56
 40,560
 
Total 72,783
   40,560
 
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
January 1, 2020 to January 31, 2020 
 
 
 
February 1, 2020 to February 29, 2020 
 
 
 
March 1, 2020 to March 31, 2020 (1)
 23,050
 23.48
 23,050
 
Total 23,050
   23,050
 
______________________
(1)    A description of theThe maximum number of Shares that may be repurchased underavailable for repurchase on March 23, 2020 was 40,039. A description of our share repurchase program is set forth in Note 5. Common Shares to our unaudited financial statements included herein.

25



Item 5. Other Information.
None.
Item 6. Exhibits.
The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.

26




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
   GUGGENHEIM CREDIT INCOME FUND 2019
   
Date:May 10, 201914, 2020By:/s/ Matthew S. Bloom  
   MATTHEW S. BLOOM
   Chief Executive Officer
   (Principal Executive Officer)
   
Date:May 10, 201914, 2020By:/s/ Brian S. Williams     Cielo M. Ordonez
   BRIAN S. WILLIAMSCIELO M. ORDONEZ
   Chief Financial Officer
   (Principal Financial Officer)


27




The following exhibits are filed or incorporated as part of this Report.
3.1
 
   
3.2
  
  
3.3
  
   
3.4
 
   
3.5
 
   
4.1
 
   
10.1
  
  
10.2
  
  
10.3
 
   
10.4
 
   
10.5
 
   
10.6
 
10.7
   
10.8
10.910.7
 
   
10.1010.8
 
   
10.9

28



10.10
10.11
 
   
14.1
 
   
31.1
  
   
31.2
  
   
32
  
   
99
 
* These exhibit items were effective during a portion of the reporting period; however, as of the date of this filing, these items are no longer effective with respect to the registrant.


2229