UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2019

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

SIGULER GUFF SMALL BUSINESS CREDIT OPPORTUNITIES FUND, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 814-01157

Maryland		47-1290650
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 Park Avenue, 23^rd Floor New York, NY 10166

(Address of principal executive offices) (Zip code)

(212) 332-5100

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.001 Par Value Per Share	None	None

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 ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☐ Yes ☒ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or emerging growth company in Rule 12b-2 of the Exchange Act

Large accelerated filer ☐

Accelerated Filer ☐

Non-accelerated filer ☒ (Do not check if a 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 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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of August 14, 2019, there were 100,000 shares of the registrant’s common stock outstanding.

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PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	5

	Consolidated Statements of Assets and Liabilities (Unaudited) As of June 30, 2019 and December 31, 2018	5

	Consolidated Schedules of Portfolio Investments (Unaudited) As of June 30, 2019 and December 31, 2018	6

	Consolidated Statements of Operations (Unaudited) For the Three Months Ended June 30, 2019 and 2018 and the Six Months Ended June 30, 2019 and 2018	8

	Consolidated Statements of Changes in Net Assets (Unaudited) For the Three Months Ended June 30, 2019 and 2018 and the Six Months Ended June 30, 2019 and 2018	9

	Consolidated Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, 2019 and June 30, 2018	10

	Notes to Consolidated Financial Statements (Unaudited)	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	37

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 3.	Defaults Upon Senior Securities	39

Item 4.	Mine Safety Disclosures	39

Item 5.	Other Information	40

Item 6.	Exhibits	40

	SIGNATURES	41

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operation and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Under Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in periodic reports we file under the Exchange Act, such as this quarterly report on Form 10-Q.

The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

•

our future operating results;

•

changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets;

•

uncertainty surrounding the strength of the U.S. economic recovery;

•

our business prospects and the prospects of our portfolio companies;

•

the impact of investments that we expect to make;

•

the impact of increased competition;

•

our contractual arrangements and relationships with third parties;

•

the dependence of our future success on the general economy and its impact on the industries in which we invest;

•

the ability of our current prospective portfolio companies to achieve their objectives;

•

the relative and absolute performance of our investment adviser;

•

our expected financings and investments;

•

the use of borrowed money to finance a portion of our investments;

•

our ability to make distributions;

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•

the adequacy of our cash resources and working capital including our ability to raise additional capital;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

the impact of future acquisitions and divestitures;

•

the effect of changes in tax laws and regulations and interpretations thereof;

•

our ability to maintain our status as a BDC and a qualifying regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”);

•

actual and potential conflicts of interest with Siguler Guff Advisers, LLC (“Siguler Guff Advisers” or the “Investment Manager”) and its affiliates;

•

general price and volume fluctuations in the financial markets;

•

the ability of the Investment Manager to attract and retain highly talented professionals; and

•

the impact on our business of new legislation.

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PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

Siguler Guff Small Business Credit Opportunities Fund, Inc.

Consolidated Statements of Assets and Liabilities (Unaudited)

	June 30, 2019		December 31, 2018
Assets
Portfolio Investments at Fair Value:
Non-controlled, non-affiliated portfolio investments (cost, June 30, 2019: $31,340,619; December 31, 2018: $33,640,099)	$	31,340,619	$	33,511,336
Cash		389,807		526,039
Interest receivable		119,363		40,818
Other receivable		117,433		128,201
Due from Affiliate		49,625		156,888
Prepaid taxes		15,414		4,603
Deferred financing costs (net of accumulated amortization, June 30, 2019: $148,662; December 31, 2018: $123,953)		5,357		5,066
Total Assets	$	32,037,618	$	34,372,951

Liabilities
Accrued expenses and other liabilities	$	185,264	$	258,859
Due to Affiliate		107,934		42,435
Investor note credit facility		-		15,057,356
Investment Management Fee payable		-		105,255
Due to Portfolio Investment		-		508
Total Liabilities		293,198		15,464,413
Net Assets	$	31,744,420	$	18,908,538

Commitments and Contingencies (Note 8)

Components of Net Assets
Common stock, $0.001 par value, 10,000,000 shares authorized, 100,000 issued and 100,000 outstanding at June 30, 2019 and December 31, 2018		100		100
Paid-in capital in excess of par		30,626,368		17,923,750
Distributable earnings		1,117,952		984,688
Total Net Assets	$	31,744,420	$	18,908,538

Net Asset Value Per Share	$	317.44	$	189.09

The accompanying notes are an integral part of these consolidated financial statements.

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Consolidated Schedules of Portfolio Investments (Unaudited)

June 30, 2019

Portfolio Investment	Industry	Interest Rate / Payment-in-Kind Rate			Maturity	Principal / Shares		Fair Value

Senior Subordinated Notes (76%) ^{(1), (2)}
United States
Audax AAMP Holdings, Inc.	Electronic Equipment		12.91% / 0.00	%	02/15/2023	$	5,388,730	$	5,303,693
Chairman's Foods, LLC	Processed & Packaged Goods		11.00% / 2.00	%	01/16/2024	$	1,285,116		1,264,484
Drew Foam Companies Inc.	Manufacturing		11.00% / 1.00	%	11/30/2023	$	1,303,407		1,281,263
Earthlite, LLC	Business Equipment		11.00% / 1.50	%	07/11/2022	$	1,279,809		1,264,702
Gatekeeper Systems, Inc.	Security & Protection Services		11.00% / 1.00	%	03/02/2022	$	1,293,596		1,280,666
La Tavola, LLC	Commercial Retail		8.00% / 4.75	%	06/01/2021	$	1,352,276		1,342,503
Medsurant Holdings, LLC	Healthcare Services		12.25% / 0.75	%	06/30/2020	$	1,286,362		1,273,587
Northeastern Bus Rebuilders Inc.	Business Services		10.00% / 2.00	%	06/05/2022	$	5,602,816		5,551,088
Resource Employment Solutions, LLC	Staffing & Outsourcing Services		11.00% / 2.00	%	11/10/2023	$	1,318,576		1,296,404
S.R. Smith, LLC	Consumer / Sporting Goods		11.00% / 0.00	%	03/27/2022	$	1,597,219		1,586,732
Schlotterbeck & Foss, LLC	Processed & Packaged Goods		11.00% / 1.00	%	03/01/2023	$	1,405,415		1,387,170
Taylored Services LLC	Business Services		11.00% / 2.00	%	12/21/2023	$	1,455,732		1,430,751
Total Senior Subordinated Notes (Cost: $24,263,043)								$	24,263,043

Term Notes (22%) ^{(1), (2)}
United States
Arc Drilling, LLC	Manufacturing	LIBOR + 9.50% (1.25% floor) / 1.00		%	11/17/2022	$	1,286,877	$	1,281,428
McVeigh Global Meetings and Events, LLC	Business Services		10.00% / 2.00	%	06/29/2023	$	3,006,068		2,955,080
NetFortris Operating Co., Inc. ⁽³⁾	Telecommunications	LIBOR + 9.00% (0.50% floor) / 0.00		%	02/21/2021	$	1,227,892		1,233,095
Prism Spectrum Holdings LLC	General Contracting	LIBOR + 9.50% (2.25% floor) / 0.00		%	02/06/2023	$	1,529,979		1,500,987
Total Term Notes (Cost: $6,970,590)								$	6,970,590
Total Senior Subordinated and Term Notes (Cost: $31,233,633)								$	31,233,633

Money Market Fund (0%)
United States
Western Asset Institutional U.S. Treasury Reserves (Cost: $106,986)	U.S. Treasury Bills and Notes						106,986	$	106,986

Total United States (Cost: $31,340,619)								$	31,340,619

Total Portfolio Investments (Cost: $31,340,619)								$	31,340,619

Notes:

(1)

The Fund classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, "Control Investments" are defined as investments in companies in which the Fund owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation; "Affiliate Investments" are defined as investments in companies in which the Fund owns between 5% and 25% of the voting securities; and "Non-Control/Non-Affiliate Investments" are defined as investments that are neither Control Investments nor Affiliate Investments. The Portfolio Investments are classified as Non-Control/Non-Affiliate Investments.

(2)	The Portfolio Investments are valued using unobservable inputs (Level 3). Refer to Note 2 in the accompanying notes to the consolidated financial statements for more information.

(3)

The interest rate of this investment is equal to the greater of LIBOR plus 9.00% or 9.50% through the current fiscal quarter. Thereafter, the interest rate is equal to the greater of LIBOR plus 9.00% or 9.50 if the senior leverage ratio is greater than or equal to 3.50x, the greater of LIBOR plus 9.00% or 9.50% if the senior leverage ratio is less than 3.50x and greater than or equal to 3.00x or the greater of LIBOR plus 9.50% or 10.00% if the senior leverage ratio is less than 3.00x. The senior leverage ratio is equal to total obligations minus total cash divided by EBITDA of the portfolio investment.

The accompanying notes are an integral part of these consolidated financial statements.

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Consolidated Schedules of Portfolio Investments (Unaudited)

December 31, 2018

Portfolio Investment	Industry	Interest Rate / Payment-in-Kind Rate			Maturity	Principal / Shares		Fair Value

Senior Subordinated Notes (133%) ^{(1), (2)}
United States
Audax AAMP Holdings, Inc.	Electronic Equipment		12.91% / 0.00	%	02/15/2023	$	5,388,730	$	5,295,005
Chairman's Foods, LLC	Processed & Packaged Goods		11.00% / 2.00	%	01/16/2024	$	1,285,116		1,263,299
Drew Foam Companies Inc.	Manufacturing		11.00% / 1.00	%	11/30/2023	$	1,296,909		1,273,013
Earthlite, LLC	Business Equipment		11.00% / 1.50	%	07/11/2022	$	1,279,809		1,262,730
Gatekeeper Systems, Inc.	Security & Protection Services		11.00% / 1.00	%	03/02/2022	$	1,287,147		1,272,279
La Tavola, LLC	Commercial Retail		8.00% / 4.75	%	06/01/2021	$	1,320,600		1,308,807
Medsurant Holdings, LLC	Healthcare Services		12.25% / 0.75	%	06/30/2020	$	1,286,362		1,267,923
Northeastern Bus Rebuilders Inc.	Business Services		10.00% / 2.00	%	06/05/2022	$	5,602,816		5,543,981
Resource Employment Solutions, LLC	Staffing & Outsourcing Services		11.00% / 2.00	%	11/10/2023	$	1,305,467		1,281,628
S.R. Smith, LLC	Consumer / Sporting Goods		11.00% / 0.00	%	03/27/2022	$	1,597,219		1,585,136
Schlotterbeck & Foss, LLC	Processed & Packaged Goods		11.00% / 1.00	%	03/01/2023	$	1,398,415		1,378,317
Taylored Services LLC	Business Services		11.00% / 2.00	%	12/21/2023	$	1,441,099		1,414,327
Trachte, LLC	Manufacturing		11.00% / 1.00	%	04/13/2021	$	1,082,637		1,069,227
Total Senior Subordinated Notes (Cost: $25,215,672)								$	25,215,672

Term Notes (43%) ^{(1), (2)}
United States
Arc Drilling, LLC	Manufacturing	LIBOR + 9.50% (1.25% floor) / 1.00		%	11/17/2022	$	1,300,064	$	1,161,837
McVeigh Global Meetings and Events, LLC	Business Services		10.00% / 2.00	%	06/29/2023	$	3,021,250		2,965,339
NetFortris Operating Co., Inc. ⁽³⁾	Telecommunications	LIBOR + 9.00% (0.50% floor) / 0.00		%	02/21/2021	$	1,227,892		1,234,053
Prism Spectrum Holdings LLC	General Contracting	LIBOR + 9.50% (2.25% floor) / 0.00		%	02/06/2023	$	1,529,979		1,500,990
Whitney, Bradley & Brown, Inc.	Technical Services	LIBOR + 9.00% (1.00% floor) / 0.00		%	10/18/2022	$	1,255,448		1,248,704
Total Term Notes (Cost: $8,239,686)								$	8,110,923
Total Senior Subordinated and Term Notes (Cost: $33,455,358)								$	33,326,595

Money Market Fund (1%)
United States
Western Asset Institutional U.S. Treasury Reserves (Cost: $184,741)	U.S. Treasury Bills and Notes						184,741	$	184,741

Total United States (Cost: $33,640,099)								$	33,511,336

Total Portfolio Investments (Cost: $33,640,099)								$	33,511,336

Notes:

(1)

(2)	The Portfolio Investments are valued using unobservable inputs (Level 3). Refer to Note 2 in the accompanying notes to the consolidated financial statements for more information.

(3)

The accompanying notes are an integral part of these consolidated financial statements.

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Consolidated Statements of Operations (Unaudited)

	For the Three Months Ended June 30, 2019			For the Six Months Ended June 30, 2019			For the Three Months Ended June 30, 2018			For the Six Months Ended June 30, 2018
Investment Income
Non-Controlled, Non-Affiliated Investments:
Interest income	$	984,284		$	2,001,157		$	839,425		$	2,168,174
Payment-in-kind interest income		47,688			98,984			40,001			102,548
Other income		(6,383	)		(4,707	)		(8,685	)		(8,685	)
Reallocation of other income		-			-			-			(56,951	)
Total Investment Income		1,025,589			2,095,434			870,741			2,205,086

Expenses
Investment Management Fee		95,134			193,327			101,163			179,838
Interest		56,485			167,795			132,176			304,672
Professional fees		97,533			158,334			122,462			199,772
Directors fees		44,250			86,500			44,250			86,500
Amortization of deferred financing costs		12,500			24,709			20,054			57,292
Other general and administrative		(5,295	)		10,460			5,242			33,954
Total Expenses		300,607			641,125			425,347			862,028
Net Investment Income/(Loss)		724,982			1,454,309			445,394			1,343,058

Net Gain/(Loss) on Portfolio Investments
Non-Controlled, Non-Affiliated Investments:
Net Change in Unrealized Gain/(Loss) on Portfolio Investments		-			128,763			-			-
Net Realized Gain/(Loss) on Portfolio Investments		16,162			16,162			-			-
Net Gain/(Loss) on Portfolio Investments		16,162			144,925			-			-
Net Increase/(Decrease) in Net Assets Resulting from Operations	$	741,144		$	1,599,234		$	445,394		$	1,343,058

Net Investment Income/(Loss) Per Share (Basic and Diluted)	$	7.25		$	14.54		$	4.45		$	13.43

Net Increase/(Decrease) in Net Assets Resulting from Operations Per Share (Basic and Diluted)	$	7.41		$	15.99		$	4.45		$	13.43

Weighted Average Shares Outstanding		100,000			100,000			100,000			100,000

The accompanying notes are an integral part of these consolidated financial statements.

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Consolidated Statements of Changes in Net Assets (Unaudited)

	For the Three Months Ended June 30, 2019			For the Six Months Ended June 30, 2019			For the Three Months Ended June 30, 2018		For the Six Months Ended June 30, 2018

Net Increase/(Decrease) in Net Assets Resulting from Operations
Net investment income/(loss)	$	724,982		$	1,454,309		$	445,394	$	1,343,058
Net change in unrealized gain/(loss) on Portfolio Investments		-			128,763			-		-
Net realized gain/(loss) on Portfolio Investments		16,162			16,162			-		-
Net Increase/(Decrease) in Net Assets Resulting from Operations		741,144			1,599,234			445,394		1,343,058

Capital Stock Transactions
Contributions from stockholder		7,909,840			14,993,040			-		-
Distributions from distributable earnings ¹		(3,756,392	)		(3,756,392	)		-		(2,585,123	)
Distributions from tax basis return of capital		-			-			-		(10,008,220	)
Net Increase/(Decrease) in Net Assets From Capital Stock Transactions		4,153,448			11,236,648			-		(12,593,343	)

Total Increase/(Decrease) in Net Assets
Increase/(Decrease) in net assets		4,894,592			12,835,882			445,394		(11,250,285	)
Net assets at beginning of period		26,849,828			18,908,538			17,636,825		29,332,504
Net Assets at End of Period	$	31,744,420		$	31,744,420		$	18,082,219	$	18,082,219


Capital Share Activity
Shares issued		-			-			-		-
Shares redeemed		-			-			-		-
Net Increase/(Decrease) in Shares Outstanding		-			-			-		-

¹ In August 2018, the U.S. Securities and Exchange Commission (“SEC”) adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification (the “SEC Release”), amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. For comparative purposes, the June 30, 2018 financial data has been aggregated to comply with the SEC Release. As of June 30, 2018, there was $12,300,933 of paid-in capital distributed to stockholder, $226,107 of distributions from net investment income/(loss) and $66,303 of distributions from net realized gain/(loss). Refer to Footnote 2 for more information surrounding the SEC Release.

The accompanying notes are an integral part of these consolidated financial statements.

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Consolidated Statements of Cash Flows (Unaudited)

	For the Six Months Ended June 30, 2019			For the Six Months Ended June 30, 2018
Cash Flows From Operating Activities
Net Increase/(Decrease) in Net Assets Resulting from Operations	$	1,599,234		$	1,343,058
Adjustments to reconcile Net Increase/(Decrease) in Net Assets
Resulting from Operations to Net Cash Provided By/Used in Operating Activities:
Net (Gain)/Loss on Portfolio Investments		(144,925	)		-
Purchases of Portfolio Investments		-			(21,384,180	)
Sales of Portfolio Investments		2,463,306			10,108,268
Payment-in-kind interest income		(98,984	)		(102,548	)
Accretion of discount on notes		(49,188	)		(54,842	)
Amortization of deferred financing costs		24,709			57,292
Decrease/(Increase) in interest receivable		(78,545	)		(62,798	)
Decrease/(Increase) in other receivable		10,768			65,636
Decrease/(Increase) in due from Affiliate(s)		107,263			98,255
Decrease/(Increase) in prepaid taxes		(10,811	)		(11,332	)
(Decrease)/Increase in accrued expenses and other liabilities		(73,595	)		42,992
(Decrease)/Increase in due to Affiliate		65,499			(1,512	)
(Decrease)/Increase in Investment Management Fee payable		(105,255	)		-
Net Cash Provided By/(Used in) Operating Activities		3,709,476			(9,901,711	)

Cash Flows From Financing Activities
Contributions from stockholder		14,993,040			-
Distributions paid to stockholder		(3,756,392	)		(4,383,035	)
Proceeds from investor note credit facility		-			15,057,356
Payment of investor note credit facility		(15,057,356	)		-
Deferred financing costs paid		(25,000	)		-
Net Cash Provided by/(Used in) Financing Activities		(3,845,708	)		10,674,321
Net Increase/(Decrease) in Cash		(136,232	)		772,610

Cash
Beginning of period		526,039			4,346,368
End of period	$	389,807		$	5,118,978

Supplemental cash flow information
Income Taxes Paid	$	10,811		$	11,332
Interest Paid	$	159,460		$	275,808
In-Kind Distribution of Portfolio Investments to Stockholder	$	-		$	19,612,943
In-Kind Distribution of Deferred Financing Costs to Stockholder	$	-		$	25,140
In-Kind Distribution of Investor Note Credit Facility to Stockholder	$	-		$	(11,427,775	)

The accompanying notes are an integral part of these consolidated financial statements.

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Notes to Consolidated Financial Statements

June 30, 2019 (Unaudited)

1.	Business and Organization

Siguler Guff Small Business Credit Opportunities Fund, Inc. (“SBCOF” or the “Fund”), was incorporated in Maryland on July 7, 2014 as a non-diversified, closed-end management investment company and has elected status as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) on July 1, 2015. Siguler Guff Advisers, LLC (the “Investment Manager”) serves as the Fund’s Investment Manager. The Investment Manager is an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”), pursuant to the 1940 Act. One hundred percent of the stock of the Fund is held by Siguler Guff Small Business Credit Opportunities Fund, LP (the “Partnership”). Prior to commencing its operations on October 13, 2015, the Fund had no operations other than the issuance to the Partnership of 100,000 shares of common stock, $0.001 par value for $25,000 in September 2014.

Since the Partnership owns one hundred percent of the stock of the Fund, the term of the Fund will be the same as that of the Partnership. The term of the Partnership will continue until the later to occur of: (a) September 17, 2026, or (b) the date of which all the Partnership’s assets have been distributed and the Partnership’s obligations (including contingent obligations) have terminated, unless the Partnership is sooner dissolved in accordance with Article 9 of its Partnership Agreement dated July 9, 2014 and amended as of May 14, 2018. The term may be extended for up to three additional years with the consent of the Advisory Board.

The Fund’s investment objective is to achieve attractive risk-adjusted returns by generating current income from debt investments. There can be no assurance that the Fund will attain its investment objective. The Fund will typically invest in U.S. companies in the lower middle market segment. The Investment Manager defines the “lower middle market” as privately-owned companies with between $2 million to $15 million of earnings before interest, taxes, depreciation, and amortization (“EBITDA”), and between $10 million to $100 million of revenue. Investments take the form of mezzanine debt as well as some “unitranche” loans with a first lien on a company’s assets, as well as second lien loans. The Partnership generally seeks to purchase equity securities alongside the Fund’s investments into those same companies, generally with an aggregate cost of up to 20% of the value of the Fund’s total investment. The Fund also may extend mezzanine financing in forms other than subordinated loans, such as convertible loans and preferred stock.

The Fund jointly co-invests in investments alongside the Partnership and Siguler Guff SBCOF Parallel Fund, LP (the “Parallel Partnership”) and may co-invest with other investment funds managed by or otherwise affiliated with the Investment Manager (collectively, the “Affiliated Funds”). The Fund and the Affiliated Funds generally invest pro-rata and pari passu with each other in investments, except when tax, regulatory or investment restrictions prevent the Fund or the Affiliated Funds from investing. The General Partner of the Partnership and Parallel Partnership is an Affiliate of the Investment Manager.

The Fund is subject to certain investment guidelines and restrictions as set forth in its registration statement filed with the SEC on Form 10.

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Notes to Consolidated Financial Statements

June 30, 2019 (Unaudited)

2.	Summary of Significant Accounting Policies

Unaudited Interim Consolidated Financial Statements

The accompanying unaudited consolidated financial statements of the Fund included herein were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods. The results of operations for interim periods are not necessarily indicative of operating results for an entire year.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2018, which are included in the Fund's Annual Report on Form 10-K filed with the SEC on March 28, 2019.

Basis of Accounting

These consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and such differences could be material. The most significant estimates inherent in the preparation of the Fund's consolidated financial statements are the valuation of investments and revenue recognition.

The Fund is an investment company and follows the accounting and reporting guidance as prescribed by Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies (“ASC 946”).

The financial statements include portfolio investments at fair value of $31,340,619 at June 30, 2019 and $33,511,336 at December 31, 2018. The portfolio investments represent approximately 98% of net assets at June 30, 2019 and approximately 177% of net assets at December 31, 2018 and their fair values have been determined in good faith by the Fund's Board of Directors (“Directors”). Because of the inherent uncertainty of valuation, the determined values may differ significantly from the values that would have been used had a ready market existed for the investments, and the differences could be material.

Consolidation

The Fund has certain wholly-owned subsidiaries, including subsidiaries that are not consolidated for U.S. federal income tax purposes, which hold certain portfolio investments of the Fund. These subsidiaries are consolidated with the Fund for accounting purposes, and the portfolio investments held by the subsidiaries are included in the Fund’s consolidated financial statements as investments. All significant intercompany balances and transactions have been eliminated. The investments held through the subsidiaries are reflected in the Consolidated Schedule of Portfolio Investments in addition to any investments the Fund holds directly. As provided under Regulation S-X and ASC 946, the Fund will generally not consolidate its investment in a company other than a wholly-owned investment company or a controlled operating company whose business consists of providing services to the Fund. Accordingly, the Fund consolidated the results of certain of its wholly-owned subsidiaries in its financial statements.

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Notes to Consolidated Financial Statements

June 30, 2019 (Unaudited)

Valuation of Portfolio Investments

The FASB ASC 820, Fair Value Measurements and Disclosures ("ASC 820") defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A liability's fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available or reliable, valuation techniques are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments' complexity.

Assets and liabilities recorded at fair value in the Fund's consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

•

Level 1 - Unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

•

Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.

•

Level 3 - Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Under ASC 820, the Fund performs detailed valuations of its debt investments for which quotations are not readily available on an individual basis, using bond yield, market and income approaches as appropriate. In certain instances, the Fund may use alternative methodologies, including recent purchase transactions, asset liquidation, expected recovery model or other alternative approaches to estimate the fair value.

Investments where market quotations for securities of the same issue are readily available on an exchange are marked-to-market at fair value at the closing price on the financial statement date. Financial instruments with readily available quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value.

Under the bond yield approach, the Fund uses bond yield models to determine the present value of the future cash flow streams of its debt investments. The Fund reviews various sources of transactional data, including private mergers and acquisitions involving debt investments with similar characteristics, and assesses the information in the valuation process.

Under the market approach, the Fund estimates the enterprise value of the portfolio companies in which it invests. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is best expressed as a range of fair values, from which the Fund derives a single estimate of enterprise value. To estimate the enterprise value of a portfolio company, the Fund analyzes various factors, including the portfolio company's historical and projected financial results. Typically, private companies are valued based on multiples of EBITDA, cash flows, net income or revenues. The Fund generally requires portfolio companies to provide annual audited and quarterly or monthly unaudited financial statements, as well as annual projections for the upcoming fiscal year.

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Notes to Consolidated Financial Statements

June 30, 2019 (Unaudited)

Under the income approach, the Fund generally prepares and analyzes discounted cash flow models based on projections of the future free cash flows of the business.

The fair value of the Fund's portfolio investments at June 30, 2019 and December 31, 2018 was determined in good faith by the Directors. The Directors are ultimately responsible for the valuation of the portfolio investments at fair value as determined in good faith pursuant to the Fund’s valuation policy. Because of the inherent uncertainty of valuation, these estimated fair values do not necessarily represent amounts that might be ultimately realized and the differences could be material.

The following tables summarize the level of the Fund’s assets measured at fair value as of June 30, 2019 and December 31, 2018:

	Assets at Fair Value as of June 30, 2019
	Level 1		Level 2		Level 3		Total

Senior Subordinated Notes	$	-	$	-	$	24,263,043	$	24,263,043
Term Notes		-		-		6,970,590		6,970,590
Money Market Fund		106,986		-		-		106,986
Total Portfolio Investments	$	106,986	$	-	$	31,233,633	$	31,340,619

	Assets at Fair Value as of December 31, 2018
	Level 1		Level 2		Level 3		Total

Senior Subordinated Notes	$	-	$	-	$	25,215,672	$	25,215,672
Term Notes		-		-		8,110,923		8,110,923
Money Market Fund		184,741		-		-		184,741
Total Portfolio Investments	$	184,741	$	-	$	33,326,595	$	33,511,336

At June 30, 2019 and December 31, 2018, 100% of the Fund’s Portfolio Investments have been classified within Level 3, with the exception of the Money Market Fund. Assumptions used by the Fund due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations.

The following tables summarize the significant unobservable inputs the Fund used to value investments categorized within Level 3. The below tables are not intended to be all-inclusive, but instead captures the significant unobservable inputs relevant to the determination of fair values:

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Notes to Consolidated Financial Statements

June 30, 2019 (Unaudited)

				Unobservable Input as of June 30, 2019
Investment Type	Fair Value		Primary Valuation Technique	Input	Range

Senior Subordinated Notes	$	24,263,043	Discounted Cash Flow	Discount Rate		10.0% - 14.0	%

Term Notes		6,970,590	Discounted Cash Flow	Discount Rate		9.9% - 14.4	%


Total	$	31,233,633

				Unobservable Input as of December 31, 2018
Investment Type	Fair Value		Primary Valuation Technique	Input	Range

Senior Subordinated Notes	$	25,215,672	Discounted Cash Flow	Discount Rate		10.0% - 14.0	%

Term Notes		8,110,923	Discounted Cash Flow	Discount Rate		9.5% - 14.8	%
			Yield Analysis	Discount Rate		11.0	%


Total	$	33,326,595

The following is a rollforward of the portfolio investments in which significant unobservable inputs (Level 3) were used in determining fair value:

Fair Value Measurements using Significant Unobservable Inputs (Level 3)

	For the Three Months Ended June 30, 2019
	Beginning Balance		Purchases		Sales Proceeds			Distribution			Accretion/Payment- in-Kind Interest Income		Net Realized Gain/(Loss)		Net Change in Unrealized Gain/(Loss)		Ending Balance
Senior Subordinated Notes	$	24,967,284	$	-	$	(773,213	)	$	-		$	57,722	$	11,250	$	-	$	24,263,043
Term Notes		8,226,465		-		(1,271,461	)		-			10,674		4,912		-		6,970,590
Total	$	33,193,749	$	-	$	(2,044,674	)	$	-		$	68,396	$	16,162	$	-	$	31,233,633

	For the Six Months Ended June 30, 2019
	Beginning Balance		Purchases		Sales Proceeds			Distribution			Accretion/Payment- in-Kind Interest Income		Net Realized Gain/(Loss)		Net Change in Unrealized Gain/(Loss)		Ending Balance
Senior Subordinated Notes	$	25,215,672	$	-	$	(1,082,633	)	$	-		$	118,754	$	11,250	$	-	$	24,263,043
Term Notes		8,110,923		-		(1,303,426	)		-			29,418		4,912		128,763		6,970,590
Total	$	33,326,595	$	-	$	(2,386,059	)	$	-		$	148,172	$	16,162	$	128,763	$	31,233,633

	For the Three Months Ended June 30, 2018
	Beginning Balance		Purchases		Sales Proceeds			Distribution			Accretion/Payment- in-Kind Interest Income		Net Realized Gain/(Loss)		Net Change in Unrealized Gain/(Loss)		Ending Balance
Senior Subordinated Notes	$	20,897,150	$	3,923,565	$	-		$	-		$	46,312	$	-	$	-	$	24,867,027
Term Notes		5,065,154		2,975,049		(10,843	)		-			12,703		-		-		8,042,063
Total	$	25,962,304	$	6,898,614	$	(10,843	)	$	-		$	59,015	$	-	$	-	$	32,909,090

	For the Six Months Ended June 30, 2018
	Beginning Balance		Purchases		Sales Proceeds			Distribution			Accretion/Payment- in-Kind Interest Income		Net Realized Gain/(Loss)		Net Change in Unrealized Gain/(Loss)		Ending Balance
Senior Subordinated Notes	$	28,511,612	$	15,846,716	$	(2,105,927	)	$	(17,520,464	)	$	135,090	$	-	$	-	$	24,867,027
Term Notes		5,872,743		5,537,464		(1,297,965	)		(2,092,479	)		22,300		-		-		8,042,063
Total	$	34,384,355	$	21,384,180	$	(3,403,892	)	$	(19,612,943	)	$	157,390	$	-	$	-	$	32,909,090

Transfers in and out of Level 3 are recognized at the beginning of the period in which they occur. No transfers occurred during the three and six month periods ending June 30, 2019 and June 30, 2018. Net change in unrealized gain/(loss) and net realized gain/(loss), if any, on Level 3 Portfolio Investments in the tables above are included in the accompanying Consolidated Statement of Operations. For the six month period ended June 30, 2019, the Fund had a net change in unrealized gain/(loss) of $128,763 on Level 3 portfolio investments still held by the Fund as of the financial statement date. For the three month period ended June 30, 2019 and the three and six month periods ended June 30, 2018, the Fund had a net change in unrealized gain/(loss) of $0 on Level 3 portfolio investments still held by the Fund as of the financial statement date.

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Notes to Consolidated Financial Statements

June 30, 2019 (Unaudited)

Investments

Security transactions are accounted for on the trade date unless there are substantial conditions to the purchase. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized. Realized gains or losses on the disposition of investments are calculated using the specific identification method.

Cash

Cash is comprised of deposit accounts held at one United States financial institution. During the period, the balances held at the financial institution may at times exceed federally insured limits.

Income and Expense

Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Fund stops accruing interest on investments when it is determined that interest is no longer collectible. Fees received upon closing a transaction generally are treated as a reduction in the cost basis of the investment. Any resulting discount, or closing fee received, from recording the loan or otherwise purchasing a security at a discount, is accreted into interest income over the life of the loan using the effective-yield method.

The Fund has investments in debt securities which contain payment-in-kind ("PIK") interest provisions. PIK interest is computed at the contractual rate specified in each investment agreement and added to the principal balance of the investment and recorded as interest income. The Fund stops accruing PIK interest on investments when it is determined that PIK interest is no longer collectible.

Other income includes the estimated amount of the exit fee due to the Fund in connection with the purchase of the NetFortris Operating Co., Inc. (“NetFortris”) term notes. The reallocation of other income as of June 30, 2018 is due to a portion of the exit fee and corresponding receivable being distributed to the Partnership on March 28, 2018. The reduction of other income as of June 30, 2019 and June 30, 2018 is due to a reduction of the exit fee rate during the period.

Expenses include investment management fees, legal fees, directors' fees, audit and tax service expenses, interest expense, amortization of deferred financing costs and other general and administrative expenses. Expenses are recognized on an accrual basis.

Distributions

On March 28, 2018, the Fund distributed assets and corresponding liabilities to the Partnership, which was performed to enable the Fund to be qualified as a regulated investment company for federal income tax purposes. Below is a summary of the assets and liabilities that were distributed from the Fund to the Partnership:

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Notes to Consolidated Financial Statements

June 30, 2019 (Unaudited)

Investment Name	Investment Type	Asset / Liabilities Classification	Balance Prior to Distribution			Distribution to Partnership			Balance Post Distribution
Audax AAMP Holdings, Inc.	Senior Subordinated Note	Portfolio Investments at Fair Value	$	5,282,779		$	-		$	5,282,779
Chairman's Foods, LLC	Senior Subordinated Note	Portfolio Investments at Fair Value	$	4,539,347		$	(3,279,079	)	$	1,260,268
Earthlite, LLC	Senior Subordinated Note	Portfolio Investments at Fair Value	$	1,403,288		$	(143,288	)	$	1,260,000
Gatekeeper Systems, Inc.	Senior Subordinated Note	Portfolio Investments at Fair Value	$	2,742,648		$	(1,482,648	)	$	1,260,000
La Tavola, LLC	Senior Subordinated Note	Portfolio Investments at Fair Value	$	3,680,885		$	(2,420,885	)	$	1,260,000
Medsurant Holdings, LLC	Senior Subordinated Note	Portfolio Investments at Fair Value	$	4,029,624		$	(2,769,625	)	$	1,259,999
Northeastern Bus Rebuilders Inc.	Senior Subordinated Note	Portfolio Investments at Fair Value	$	5,534,107		$	-		$	5,534,107
S.R. Smith, LLC	Senior Subordinated Note	Portfolio Investments at Fair Value	$	2,622,136		$	(1,362,136	)	$	1,260,000
Schlotterbeck & Foss, LLC	Senior Subordinated Note	Portfolio Investments at Fair Value	$	4,918,564		$	(3,658,566	)	$	1,259,998
Trachte, LLC	Senior Subordinated Note	Portfolio Investments at Fair Value	$	3,664,236		$	(2,404,237	)	$	1,259,999
Arc Drilling, LLC	Term Note	Portfolio Investments at Fair Value	$	1,739,315		$	(476,901	)	$	1,262,414
NetFortris Operating Co., Inc.	Term Note	Portfolio Investments at Fair Value	$	1,804,499		$	(541,813	)	$	1,262,686
Prism Spectrum Holdings LLC	Term Note	Portfolio Investments at Fair Value	$	1,282,314		$	-		$	1,282,314
Whitney, Bradley & Brown, Inc.	Term Note	Portfolio Investments at Fair Value	$	2,331,505		$	(1,073,765	)	$	1,257,740
N/A	N/A	Investor note credit facility	$	(24,450,000	)	$	11,427,775		$	(13,022,225	)
N/A	N/A	Deferred financing costs	$	53,788		$	(25,140	)	$	28,648
			$	21,179,035		$	(8,210,308	)	$	12,968,727

Income Taxes

As of January 1, 2018, the Fund believes that it qualifies to be treated as a Regulated Investment Company (“RIC”) under subchapter M of the Internal Revenue Code (the “Code) and operates in a manner so as to qualify for the tax treatment applicable to RICs. It is the Fund’s intention to make the election for treatment as a RIC in its tax filing for the year ended December 31, 2018. Prior to January 1, 2018, the Fund was treated as a corporation for U.S. federal income tax purposes.

In order to qualify for favorable tax treatment as a RIC, the Fund is required to distribute annually to its shareholder at least 90% of its investment company taxable income, as defined by the Code. To avoid federal excise taxes, the Fund must distribute annually at least 98% of its ordinary income and 98.2% of net capital gains from the current year and any undistributed ordinary income and net capital gains from the preceding years. The Fund, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If the Fund chooses to do so, all other things being equal, this would increase expenses and reduce the amount available to be distributed to the Partnership (its sole shareholder). The Fund will accrue excise tax on estimated undistributed taxable income as required. Below is a table summarizing the cost (on a tax basis) and the appreciation and depreciation of the investments.

As of June 30, 2019
Asset	Cost		Unrealized Appreciation		Unrealized Depreciation			Net Appreciation/ (Depreciation)			Fair Value
Senior Subordinated Notes	$	24,407,704	$	-	$	(144,661	)	$	(144,661	)	$	24,263,043
Term Notes		6,997,506		-		(26,916	)		(26,916	)		6,970,590
Money Market Fund		106,986		-		-			-			106,986
Total	$	31,512,196	$	-	$	(171,577	)	$	(171,577	)	$	31,340,619

As of December 31, 2018
Asset	Cost		Unrealized Appreciation		Unrealized Depreciation			Net Appreciation/ (Depreciation)			Fair Value
Senior Subordinated Notes	$	25,377,503	$	-	$	(161,831	)	$	(161,831	)	$	25,215,672
Term Notes		8,309,969		-		(199,046	)		(199,046	)		8,110,923
Money Market Fund		184,741		-		-			-			184,741
Total	$	33,872,213	$	-	$	(360,877	)	$	(360,877	)	$	33,511,336

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Notes to Consolidated Financial Statements

June 30, 2019 (Unaudited)

Dividends from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with U.S. GAAP. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in-capital or accumulated net realized gain/(loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Fund’s annual RIC tax return.

Book and tax basis differences relating to shareholder dividends and distributions and other permanent book and tax differences are reclassified among the Fund’s capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from U.S. GAAP.

Through June 30, 2019, the Fund had no undistributed earnings. Through December 31, 2018, the Fund had no undistributed earnings. Additionally, for the year ended December 31, 2018, distributions were made in excess of distributable earnings by $11.7 million. The Fund may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the shareholder’s tax basis in its shares. Distributions in excess of net investment income were $16.2 million as of December 31, 2018.

The Fund records uncertain tax positions in accordance with FASB ASC 740, Income Taxes (“ASC 740”), on the basis of a two-step process whereby (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Fund has determined that there are no uncertain tax positions that would have a material impact to the financial statements of the Fund, and therefore, no provisions are required to be recorded by the Fund. The Fund does not anticipate significant increases to uncertain tax positions in the next twelve months. The Fund will recognize any interest and penalties, if applicable, for any uncertain tax positions as a component of income tax expense. No interest or penalties were recorded during the period ended June 30, 2019 and year ended December 31, 2018 or accrued for as of June 30, 2019 and December 31, 2018.

The Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Fund is subject to examination by federal, state, local and foreign jurisdictions, where applicable. At June 30, 2019, no examinations were being conducted by the Internal Revenue Service or any other taxing authority. Under the respective statute of limitations, tax years beginning in 2016 remain subject to examination by the various tax jurisdictions.

Other Receivable

Included in other receivable is the estimated amount of the exit fee due to the Fund in connection with the purchase of the NetFortris term notes. The exit fee rate of the NetFortris term notes is 2.75% per year of the outstanding principal balance of the term notes through the fiscal quarter ending June 30, 2019. Thereafter, the exit fee rate of the NetFortris term notes is 2.75% per year of the outstanding principal balance of the term notes if the senior leverage ratio of the portfolio investment is greater than or equal to 3.50x, 1.25% per year of the outstanding principal balance of the term notes if the senior leverage ratio of the portfolio investment is less than 3.50x and greater than or equal to 3.00x or 0.25% per year of the outstanding principal balance of the term notes if the senior leverage ratio of the portfolio investment is less than 3.00x. The exit fee accrues monthly and will be repaid in addition to the principal at the maturity date, or if repaid earlier.

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Notes to Consolidated Financial Statements

June 30, 2019 (Unaudited)

On March 28, 2018, the Fund reallocated a portion of the other receivable and corresponding other income correlated to the asset distribution to the Partnership to be qualified as a RIC for federal income tax purposes (see Note 2).

Investor Note Credit Facility

On August 8, 2017, the Fund, Partnership and Parallel Partnership entered into a credit facility of short term borrowings (the “Credit Facility”) in the amount of $10,000,000 collateralized by the unfunded Committed Equity Capital of the Limited Partners of the Partnership and Parallel Partnership. On December 15, 2017, the Credit Facility was amended and increased to $40,000,000. The Credit Facility is intended to fund the operations of the Fund, Partnership and Parallel Partnership and was originally scheduled to expire on August 8, 2018, subject to extension. On August 7, 2018, the Credit Facility was extended and was originally scheduled to expire on February 8, 2019. The maximum commitment amount of the Credit Facility was amended and decreased to $29,209,580 through February 8, 2019. On February 8, 2019, the maximum commitment amount of the Credit Facility was amended and decreased to $20,000,000 and expired on August 8, 2019. In consideration for establishing the Credit Facility, the Fund, Partnership and Parallel Partnership paid a Facility Fee in the amount of 0.25% times the maximum commitment amount. The Credit Facility is stated at its outstanding principal amount and bears interest on the outstanding principal amount at a rate per annum equal to LIBOR plus 1.55%. In addition, an unused commitment fee equal to 0.25% per annum times the difference between the total commitment amount and the average daily outstanding amount of principal is incurred as an expense. On March 28, 2018, the Fund distributed a portion of the outstanding Credit Facility balance correlated to the asset distribution to the Partnership to be qualified as a RIC for federal income tax purposes (see Note 2). From the date of the Fund’s first drawdown on August 24, 2017 through the date of the Fund’s last drawdown on June 28, 2018, the Fund had drawn down from the Credit Facility at a rate between 2.78% and 3.64%. As of June 30, 2019, the Credit Facility held an outstanding balance of $15,450,000 which was solely attributable to the Partnership and Parallel Partnership. The weighted average interest rate for the period ending June 30, 2019 was 4.02%. The balance presented on the Consolidated Statement of Assets and Liabilities approximates its fair value, which would be categorized as Level 3 within the fair value hierarchy.

The Fund is required to maintain a minimum asset coverage ratio (total assets-to-debt outstanding) of 2.00 under the 1940 Act. As of June 30, 2019, since the Fund did not have any debt outstanding, there was no longer a need to calculate the asset coverage ratio.

Deferred Financing Costs

Deferred financing costs consist of fees and expenses paid in connection with the closing of, amendment and extension to the Fund’s Credit Facility. These costs are amortized using the straight-line method over the term of the Credit Facility. Deferred financing costs related to the Credit Facility are presented on the Fund’s Consolidated Statement of Assets and Liabilities. On March 28, 2018, the Fund distributed a portion of the deferred financing costs correlated to the asset distribution to the Partnership to be qualified as a RIC for federal income tax purposes (see Note 2).

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Notes to Consolidated Financial Statements

June 30, 2019 (Unaudited)

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). Under ASU 2014-09, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, which clarifies the guidance in ASU 2014-09 and has the same effective date as the original standard. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, an update on identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which includes amendments for enhanced clarification of the guidance. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Revenue from Contracts with Customers (Topic 606), the amendments in this update are of a similar nature to the items typically addressed in the technical corrections and improvements project. Additionally, in February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, an update clarifying that a financial asset is within the scope of Subtopic 610-20 if it is deemed an “in-substance non-financial asset.” The Fund has adopted ASU 2014-09 and there has not been a material impact on the Consolidated Financial Statements.

In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The new standard changes the accounting for credit losses for certain instruments. The new measurement approach is based on expected losses, commonly referred to as the current expected credit loss model, and applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investment in leases, and reinsurance and trade receivables, as well as certain off-balance sheet credit exposures, such as loan commitments. The standard also changes the impairment model for available-for-sale debt securities. The standard is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. The Fund is currently assessing the impact of adopting ASU 2016-13 on the Consolidated Financial Statements.

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The standard will modify the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. ASU 2018-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. Early adoption is permitted and the Fund is currently assessing the impact of adopting ASU 2018-13 on the Consolidated Financial Statements.

SEC Disclosure Update and Simplification

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification (the “SEC Release”), amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments are intended to facilitate the disclosure of information to investors and simplify compliance. This final rule is effective on November 5, 2018. The Fund has adopted the SEC Release and there has not been a material impact on the Consolidated Financial Statements.

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Notes to Consolidated Financial Statements

June 30, 2019 (Unaudited)

3.	Portfolio Investments

The terms and conditions of the portfolio investments, including restrictions on resale, are subject to the terms of the companies’ purchase and sale agreements, limited partnership agreements, private placement memoranda and other governing documents.

There were no purchases of investments for the period ended June 30, 2019 (including contributions to investments and capitalized expenses). Sales of investments for the period ended June 30, 2019 totaled $2,463,306. Purchases of investments for the period ended June 30, 2018 totaled $21,384,180. Sales of investments for the period ended June 30, 2018 totaled $10,108,268. On March 28, 2018, there was also $19,612,943 of portfolio investments distributed to the Partnership in order for the Fund to be qualified as a RIC for federal income tax purposes.

The Fund’s investment holdings are illiquid, with the exception of the Money Market Fund, and are subject to redemption/resale restrictions in accordance with their respective agreements.

The Fund’s investments are subject to general economic, political and market risk. These factors may affect the level and volatility of prices and the liquidity of Portfolio Investments, which could adversely affect the Fund’s profitability or result in losses.

In addition, the Fund is subject to credit risk (the risk that an issuer or borrower will default in the payment of principal and/or interest on an instrument), interest rate risk (the risks associated with market changes in interest rates), illiquidity risk/risks of investing in smaller and lower middle market size companies (the risk that the value of Portfolio Investment will decline sharply after its purchase, whether because of adverse developments affecting that security or a general withdrawal of capital from the small and lower middle market) and concentration/lack of diversification risk (various factors, including prevailing market conditions, available investment opportunities, regulatory constraints, constraints imposed by certain portfolio companies, and the timing of investments, may prevent the Investment Manager from diversifying the Fund’s portfolio or may result in the Fund’s portfolio not being as diversified as the Investment Manager may otherwise prefer).

Lastly, the Fund is subject to subordination of interest risk. Portfolio Investments may be in subordinated loans, structurally subordinated loans, mezzanine loans and other structured investments and preferred equity interests or equity interests of an issuer. These Portfolio Investments will be subordinated to the senior obligations of the property or issuer, either contractually, structurally or inherently due to the nature of the securities. Greater credit risks are usually attached to these subordinated investments than to investments in senior obligations. In addition, these securities may not be protected by financial or other covenants, such as limitations upon additional indebtedness, typically protecting the senior debt, and may have limited liquidity.

The Fund’s risk of loss related to any one investment is generally limited to its aggregate investment in such Portfolio Investment.

4.	Capital Stock

The Fund is owned entirely by the Partnership, to which the Fund sold 100,000 shares (“Initial Shares”), at a price of $0.25 per share in an offering exempt from the registration requirements of the Securities Act of 1933, as amended (“1933 Act”) pursuant to Section 4(a)(2) and Regulation D (“Regulation D”) thereof. The Partnership offers and sells limited partnership interests (the “Interests”) to investors (the “Limited Partners”) in an offering exempt from the registration requirements of the 1933 Act pursuant to Regulation D, and will sell its Interests in offerings solely to persons that are both “accredited investors”, as that term is defined in Regulation D, and “qualified purchasers” within the meaning of the 1940 Act. To the extent called for by the Fund, the Partnership, subject to its approval of the need for such funds, may make further contributions to the capital of the Fund to the extent of the Limited Partners’ capital commitment to the Partnership (“Committed Equity Capital”). Total Committed Equity Capital of the Partnership is $112,960,000. Total contributed capital to the Partnership through June 30, 2019 was $92,401,280, of which $53,794,097 was contributed to the Fund.

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Notes to Consolidated Financial Statements

June 30, 2019 (Unaudited)

Two Limited Partners of the Partnership have Committed Equity Capital in excess of ten percent of the total Committed Equity Capital of the Partnership, which cumulatively represent approximately 29% of the total Committed Equity Capital of the Partnership. The concentration of these partners’ Committed Equity Capital could have a material effect on the Partnership and the Fund in the event of default or other actions by these partners.

As of June 30, 2019 and December 31, 2018, there were 10,000,000 shares of $0.001 par value common stock authorized, and 100,000 shares issued and outstanding.

5.	Distributions

Distributions are declared at the sole discretion of the Directors. On April 17, 2019 and June 25, 2019, the Fund declared and paid distributions to the Partnership in the amount of $1,046,552 and $2,709,840 or $10.47 and $27.10 per share, respectively. On February 16, 2018, the Fund declared and paid a distribution to the Partnership in the amount of $4,383,035 or $43.83 per share. Additionally, on March 28, 2018, the Fund distributed assets totaling $19,638,083 and liabilities totaling $11,427,775 to the Partnership, which was performed to enable the Fund to be qualified as a RIC for federal income tax purposes (see Note 2). From inception through June 30, 2019, the Fund has distributed $28,476,882 or $284.77 per share to the Partnership. From inception through June 30, 2019, the Partnership has distributed $15,976,958 to its Partners, of this amount $4,444,248 is subject to recall.

6.	Related Party Transactions

The Fund has a Board of Directors, a majority of whom are directors that are not “interested persons” of the Fund, as defined in the 1940 Act (the “Independent Directors”). During the three and six month periods ended June 30, 2019 and June 30, 2018, the Independent Directors received compensation from the Fund aggregating to $44,250 and $86,500, respectively.

The General Partner of the Partnership and Parallel Partnership has committed $10,000 each to the Partnership and Parallel Partnership, and Affiliates of the General Partner have committed $300,000 and $12,030,000 to the Partnership and Parallel Partnership, respectively.

Pursuant to the Partnership Agreement, the General Partner of the Partnership and Parallel Partnership shall bear all costs related to the organization, offering, distribution and placement of the partnership interests in the Partnership and Parallel Partnership that exceed $1,500,000 or 0.40% of the Aggregate Capital Commitments. As of June 30, 2019, the General Partner incurred a total of $152,397 of expenses over this threshold related to the Partnership and Parallel Partnership. For the periods ended June 30, 2019 and June 30, 2018, the Fund did not incur any expenses that were over this threshold.

Due to/from Affiliate represents amounts paid by or on behalf of the Fund by the Partnership and Parallel Partnership in connection with the purchase of underlying investments and income and expenses paid or received on behalf of the Fund.

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Notes to Consolidated Financial Statements

June 30, 2019 (Unaudited)

On March 28, 2018, the Fund sold $2,148,905 of senior subordinated notes at amortized cost which equated fair value in Chairman’s Foods, LLC and $1,307,355 of term notes at amortized cost which equated fair value in Prism Spectrum Holdings LLC to an affiliated entity.

7.	Fees and Expenses

As compensation for its services, the Investment Manager will receive an investment management fee from the Fund (the “Investment Management Fee”). The Investment Management Fee was paid by the Fund quarterly in arrears in an amount equal to 1.25% per annum of the Fund’s Invested Capital, as measured as of the close of business on the last business day of such quarterly period. “Invested Capital” means the cost basis of the portfolio investments of the Fund (excluding cash and cash equivalents) that have not been written off or disposed of, including portfolio investments acquired with borrowed funds. Offset Fees have been applied to reduce payments of the Management Fees paid by the Fund for the period ended June 30, 2019.

The General Partner of the Partnership and Parallel Partnership also receives from the Partnership a share of any profits derived from the investments held by the Partnership and Parallel Partnership, including those of the Fund.

8.	Contingencies

In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Investment Manager expects the risk of loss to be remote.

9.	Financial Highlights

The following per share data and ratios have been derived from information provided in the consolidated financial statements. The following is a schedule of consolidated financial highlights for a common share outstanding for the periods ended June 30, 2019 and June 30, 2018.

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Siguler Guff Small Business Credit Opportunities Fund, Inc.

Notes to Consolidated Financial Statements

June 30, 2019 (Unaudited)

	For the Six Months Ended June 30, 2019			For the Six Months Ended June 30, 2018

Total Return		6.14	%		6.17	%

Per Share Amounts:
Net Asset Value, Beginning of Period	$	189.09		$	293.33
Net Investment Income/(Loss)		14.54			13.43
Net Unrealized Gain/(Loss) on Portfolio Investments		1.29			-
Net Realized Gain/(Loss) on Portfolio Investments		0.16			-
Net Increase/(Decrease) in Net Assets Resulting from Operations		15.99			13.43
Contributions from Stockholder		149.93			-
Paid-in capital distributed to stockholder		(22.90	)		(123.02	)
Distributions from net investment income/(loss)		(14.67	)		(2.26	)
Distributions from net realized gain/(loss)		-			(0.66	)
Net Asset Value, End of Period	$	317.44		$	180.82

Net Assets, End of Period	$	31,744,420		$	18,082,219
Average Net Assets	$	25,478,533		$	22,092,091

Ratios / Supplemental Data:
Ratio of net investment income/(loss) to average net assets		5.71	%		6.08	%
Ratio of total expenses to average net assets		2.52	%		3.90	%
Common Shares Outstanding, End of Period		100,000			100,000
Portfolio Turnover Rate		0.00	%		10.08	%
Average Outstanding Borrowings¹	$	7,618,489		$	17,708,709
Asset Coverage Ratio²		N/A			1.89

¹The average outstanding borrowings have been calculated for the periods ended June 30, 2019 and June 30, 2018.

²The asset coverage ratio for the six month period ended June 30, 2019 is listed as N/A because the Fund did not have any debt outstanding.

10.	Subsequent Events

On August 8, 2019, the Fund returned capital previously contributed by the Partnership of $500,000, bringing the Partnership’s total capital contributed to the Fund since inception to $53,294,097.

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Siguler Guff Small Business Credit Opportunities Fund, Inc. (“SBCOF” or the “Fund”) is a non-diversified closed-end management investment company electing status as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). The Fund is a wholly-owned subsidiary of Siguler Guff Small Business Credit Opportunities Fund, LP, a Delaware limited partnership (the “Partnership”). The Partnership is the Fund’s sole direct shareholder and makes capital contributions to the Fund as needed for the Fund to make investments or pay its expenses, to the extent that the Partnership has available capital and in accordance with the Partnership’s governing documents. The Fund’s investment objective is to achieve attractive risk-adjusted returns by generating current income from debt investments and capital appreciation from equity investments.

The Fund is a specialty finance investment company providing financing and advisory services to carefully selected companies in the lower middle market, which the Investment Manager defines as privately-owned companies with between $2 million to $15 million of earnings before income tax, depreciation and amortization (“EBITDA”), and between $10 million to $100 million of revenue. The Fund’s investments generally take the form of mezzanine debt, “unitranche” loans with a first lien on the company’s assets, as well as second lien loans. The Partnership generally seeks to purchase equity securities alongside the Fund’s investments into those same companies, generally with an aggregate cost of up to 20% of the value of the investment. The Partnership also may extend mezzanine financing in forms other than subordinated loans, such as convertible loans and preferred stock. The Fund commenced investment operations on October 13, 2015, and its portfolio as of June 30, 2019 (excluding the Money Market Fund) consisted of investments held in healthcare services, manufacturing, business equipment, business services, commercial retail, consumer and sporting goods, electronic equipment, general contracting, security and protection services, telecommunications, processed and packaged goods, and staffing and outsourcing services.

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On March 28, 2018, the Fund distributed $8,210,308 of net assets consisting of $17,520,464 of senior subordinated notes, $2,092,479 of term notes, $25,140 of deferred financing costs and $11,427,775 of the investor note credit facility to the Partnership. This distribution was completed to enable the Fund to begin meeting the requirements, including diversification, gross income, and distribution requirements, to qualify for the special-pass through status available to RICs under the Code.

CRITICAL ACCOUNTING POLICIES

The Investment Manager has identified the most critical accounting estimates upon which the financial statements depend and determined the critical accounting estimates by considering accounting policies that involve the most complex or subjective decisions or assessments. The critical accounting policies relate to the valuation of investments, the recognition of income and expense, and income taxes.

Valuation of Portfolio Investments

The Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available or reliable, fair valuation techniques are applied. These techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.

Assets and liabilities recorded at fair value in the Fund’s consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs used in the fair valuation of these assets and liabilities, are as follows:

•

Level 1 - Unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

•

Level 3 - Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the fair valuation technique and the risk inherent in the inputs to the model.

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Investments where market quotations for securities of the same issue are readily available on an exchange are marked to market at fair value at the closing price on the financial statement date. Financial instruments with readily available quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value.

Under the market approach, the Fund estimates the enterprise value of the portfolio companies in which it invests. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is best expressed as a range of fair values, from which the Fund derives a single estimate of enterprise value. To estimate the enterprise value of a portfolio company, the Fund analyzes various factors, including the portfolio company’s historical and projected financial results. Typically, private companies are valued based on multiples of EBITDA, cash flows, net income or revenues. The Fund generally requires portfolio companies to provide annual audited and quarterly or monthly unaudited financial statements, as well as annual projections for the upcoming fiscal year.

Under the income approach, the Fund generally prepares and analyzes discounted cash flow models based on projections of the future free cash flows of the business.

The fair value of the Fund’s portfolio investments at June 30, 2019 and December 31, 2018 was determined in good faith by the Fund’s Board of Directors. The Board of Directors is ultimately and solely responsible for the valuation of the portfolio investments at fair value as determined in good faith pursuant to the Fund’s valuation policy and a consistently applied valuation process.

The following tables summarize the level of the Fund’s assets measured at fair value as of June 30, 2019 and December 31, 2018.

	Assets at Fair Value as of June 30, 2019
	Level 1		Level 2		Level 3		Total

Senior Subordinated Notes	$	-	$	-	$	24,263,043	$	24,263,043
Term Notes		-		-		6,970,590		6,970,590
Money Market Fund		106,986		-		-		106,986
Total Portfolio Investments	$	106,986	$	-	$	31,233,633	$	31,340,619

	Assets at Fair Value as of December 31, 2018
	Level 1		Level 2		Level 3		Total

Senior Subordinated Notes	$	-	$	-	$	25,215,672	$	25,215,672
Term Notes		-		-		8,110,923		8,110,923
Money Market Fund		184,741		-		-		184,741
Total Portfolio Investments	$	184,741	$	-	$	33,326,595	$	33,511,336

At June 30, 2019 and December 31, 2018, 100% of the Fund’s portfolio investments have been classified within Level 3, with the exception of the Money Market Fund. Assumptions used by the Fund due to the lack of observable inputs may significantly impact fair value determinations and therefore the Fund’s results of operations.

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The following tables summarize the significant unobservable inputs the Fund used to value investments categorized within Level 3. The below tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the determination of fair values:

				Unobservable Input as of June 30, 2019
Investment Type	Fair Value		Primary Valuation Technique	Input	Range

Senior Subordinated Notes	$	24,263,043	Discounted Cash Flow	Discount Rate		10.0% - 14.0	%

Term Notes		6,970,590	Discounted Cash Flow	Discount Rate		9.9% - 14.4	%

Total	$	31,233,633

				Unobservable Input as of December 31, 2018
Investment Type	Fair Value		Primary Valuation Technique	Input	Range

Senior Subordinated Notes	$	25,215,672	Discounted Cash Flow	Discount Rate		10.0% - 14.0	%

Term Notes		8,110,923	Discounted Cash Flow	Discount Rate		9.5% - 14.8	%
			Yield Analysis	Discount Rate		11.0	%

Total	$	33,326,595

Critical factors in determining the fair value of investments include payment history, collateral position, financial strength of borrower, financial performance relative to covenants, likelihood of sale or acquisition of the borrower, and length of expected holding period of the loan, as well as the general interest rate environment. The actual value realized from investments may differ from management’s estimates and such differences could be material. In addition, such differences would impact the carrying value of investments presented in the financial statements, as well as, the Fund’s change in net assets resulting from operations.

Income and Expense

The Fund has investments in debt securities which contain payment-in-kind (“PIK”) interest provisions. PIK interest is computed at the contractual rate specified in each investment agreement and added to the principal balance of the investment and recorded as income. The Fund stops accruing PIK interest on investments when it is determined that PIK interest is no longer collectible.

Other income includes the estimated amount of the exit fee due in connection with the purchase of the NetFortris Operating Co., Inc. (“NetFortris”) term notes. The reallocation of other income as of June 30, 2018 is due to a portion of the exit fee and corresponding receivable being distributed to the Partnership on March 28, 2018. The reduction of other income as of June 30, 2019 and June 30, 2018 is due to a reduction of the exit fee rate during the period.

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Expenses include investment management fees, legal fees, directors’ fees, audit and tax service expenses, interest expense, amortization of deferred financing costs and other general and administrative expenses. Expenses are recognized on an accrual basis.

Income Taxes

As of January 1, 2018, the Fund believes that it qualifies to be treated as a RIC under subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. It is the Fund’s intention to make the election for treatment as a RIC in its tax filing for the year ended December 31, 2018. Prior to January 1, 2018 the Fund was treated as a corporation for U.S. federal income tax purposes.

Dividends from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in-capital or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Fund's annual RIC tax return.

Book and tax basis differences relating to shareholder dividends and distributions and other permanent book and tax differences are reclassified among the Fund's capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from U.S. GAAP.

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The Fund records uncertain tax positions in accordance with Financial Accounting Standards Board ASC 740, Income Taxes on the basis of a two-step process whereby (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Fund has determined that there are no uncertain tax positions that would have a material impact to the financial statements of the Fund, and therefore, no provisions are required to be recorded by the Fund. The Fund does not anticipate significant increases to uncertain tax positions in the next twelve months. The Fund will recognize any interest and penalties, if applicable, for any uncertain tax positions as a component of income tax expense. No interest or penalties were recorded during the period ended June 30, 2019 or year ended December 31, 2018, or accrued for as of June 30, 2019 and December 31, 2018.

Results of Operations – For the three months ended June 30, 2019 and 2018 and six months ended June 30, 2019 and 2018

Total investment income for the three months ended June 30, 2019 increased to $1,025,589, as compared to $870,741 for the three months ended June 30, 2018, which primarily consisted of interest income on investments held during the reporting period. The increase in investment income during the three months ended June 30, 2019 is due to the fact that the interest rate used for floating interest rates was higher during the three month period ended June 30, 2019 as compared to the three month period ended June 30, 2018. Total investment income for the six months ended June 30, 2019 decreased to $2,095,434, as compared to $2,205,086 for the six months ended June 30, 2018. The decrease in investment income during the six months ended June 30, 2019 is due to the fact that the Fund sold investments in Trachte, LLC and Whitney, Bradley & Brown, Inc. during the period which decreased the interest paying investment base. Additionally, for the six month period ending June 30, 2018, the Fund distributed assets and corresponding liabilities to the Partnership, which was performed to enable the Fund to be qualified as a RIC for federal income tax purposes. The average outstanding principal amount of investments made by the Fund (calculated on a monthly basis) during the three months ended June 30, 2019 increased to $32,299,757, as compared to $28,440,746 for the three months ended June 30, 2018. The average outstanding principal amount of loans made by the Fund (calculated on a monthly basis) during the six months ended June 30, 2019 decreased to $32,900,152, as compared to $34,279,010 for the six months ended June 30, 2018.

During the three and six months ended June 30, 2019 and the three and six months ended June 30, 2018, all senior subordinated note investments held by the Fund had fixed interest rates. The weighted average interest rate on the outstanding senior subordinated notes that had fixed interest rates was 12.42% for the three and six months ended June 30, 2019, and three and six months ended June 30, 2018. For the three and six months ended June 30, 2019, all term note investments (other than McVeigh Global Meetings and Events, LLC, “McVeigh” which was purchased in the second quarter of 2018) held by the Fund had floating interest rates. The fixed interest rate for McVeigh was 12.00% for the three and six months ended June 30, 2019, and three and six months ended June 30, 2018. The weighted average interest rate on outstanding term notes that had floating interest rates was 12.73% as of June 30, 2019 as compared to 11.94% as of June 30, 2018. Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on factors including, but not limited to, pre-payments of outstanding loans, defaults or uncollectibility of payments, and changes in interest rates.

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Total fund expenses for the three months ended June 30, 2019 decreased to $300,607, as compared to $425,347 for the three months ended June 30, 2018. For the three months ended June 30, 2019, fund expenses consisted of investment management fees of $95,134, interest expense of $56,485, professional fees of $97,533, directors’ fees of $44,250, amortization of deferred financing costs of $12,500 and other general and administrative expenses of ($5,295). For the three months ended June 30, 2018, fund expenses consisted of interest expense of $132,176, professional fees of $122,462, investment management fees of $101,163, directors’ fees of $44,250, amortization of deferred financing costs of $20,054 and other general and administrative expenses of $5,242. Total fund expenses for the six months ended June 30, 2019 decreased to $641,125, as compared to $862,028 for the six months ended June 30, 2018. For the six months ended June 30, 2019, fund expenses consisted of investment management fees of $193,327, interest expense of $167,795, professional fees of $158,334, directors’ fees of $86,500, amortization of deferred financing costs of $24,709, and other general and administrative expenses of $10,460. For the six months ended June 30, 2018, fund expenses consisted of interest expense of $304,672, investment management fees of $179,838, professional fees of $199,772, directors’ fees of $86,500, amortization of deferred financing costs of $57,292, and other general and administrative expenses of $33,954. There was no income tax expense for the six months ended June 30, 2019 and June 30, 2018 due to the Fund qualifying for RIC status. The decrease in fund expenses for the three and six months ended June 30, 2019 as compared to the three and six months ended June 30, 2018 was largely due to less interest expenses incurred by the Fund on the outstanding credit facility balance as the outstanding balance decreased from $20,429,580 as of June 30, 2018 to $0 as of June 30, 2019. In consideration for establishing the credit facility, the Fund paid a facility fee in the amount of 0.25% times the maximum commitment amount. The credit facility is stated at its outstanding principal amount and bears interest on the outstanding principal amount at a rate per annum equal to LIBOR plus 1.55%. In addition, an unused commitment fee equal to 0.25% per annum times the difference between the total commitment amount and the average daily outstanding amount of principal is incurred as an expense.

The Fund’s investment management fee for the three and six months ended June 30, 2019 was computed and paid quarterly in arrears in an amount equal to 1.25% per annum of the Fund’s Invested Capital, as measured as of the close of business on the last business day of each quarterly period. On November 9, 2016, the Independent Directors of the Fund’s Board approved amendments to the Investment Management Agreement, including the reduction of the management fee from 1.75% to 1.25% of Invested Capital. Prior to the Independent Director approval of the management fee reduction, the Investment Manager elected to voluntarily waive all management fees greater than 1.25% per annum of the Fund’s invested capital, retroactive to the inception of the Fund. The Fund’s investment management fee for the three months ended June 30, 2019 amounted to $95,134, and for the three months ended June 30, 2018 amounted to $101,163. The Fund’s investment management fee for the six months ended June 30, 2019 amounted to $193,327, and for the six months ended June 30, 2018 amounted to $179,838. “Invested Capital” means the cost basis of the Fund’s portfolio investments (excluding cash and cash equivalents) that have not been written off or disposed of, including portfolio investments acquired with borrowed funds.

The Fund’s professional fees for the three and six months ended June 30, 2019 and three and six months ended June 30, 2018 were comprised of legal, audit, tax and other professional fees. Other general and administrative expenses included miscellaneous other expenses related to the operation of the Fund.

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Net investment income for the three months ended June 30, 2019 was $724,982, as compared to $445,394 for the three months ended June 30, 2018. Net investment income for the six months ended June 30, 2019 was $1,454,309, as compared to $1,343,058 for the six months ended June 30, 2018. The change in net investment income is driven by the factors described above. The Fund continues to make investments in income-producing assets.

Net realized gain/(loss) from investments for the three and six month periods ended June 30, 2019 amounted to $16,162 which occurred from the sales of investments in Trachte, LLC and Whitney, Bradley & Brown, Inc. during the period. There was no net realized gain/(loss) from investments during the three and six months ended June 30, 2018. There was no net change in unrealized gain/(loss) during the three months ended June 30, 2019. Net change in unrealized gain/(loss) during the six months ended June 30, 2019 amounted to $128,763. There was no net change in unrealized gain/(loss) during the three and six months ended June 30, 2018. Net increase in net assets resulting from operations for the three months ended June 30, 2019 was $741,144, as compared to $445,394 for the three months ended June 30, 2018. Net increase in net assets from operations for the six months ended June 30, 2019 was $1,599,234, as compared to $1,343,058 for the six months ended June 30, 2018.

On March 28, 2018, the Fund distributed assets and corresponding liabilities to the Partnership, which was performed to enable the Fund to be qualified as a RIC for federal income tax purposes. The Fund distributed $17,520,464 of senior subordinated notes, $2,092,479 of term notes, $25,140 of deferred financing costs and $11,427,775 of the investor note credit facility to the Partnership.

Financial Condition, Liquidity, and Capital Resources

During the three months ended June 30, 2019 and June 30, 2018, the Fund was wholly owned by the Partnership. The Partnership is expected, but not required, to make further contributions of capital to the Fund in an aggregate amount that will not exceed the Partnership’s limited partners’ capital commitments to the Partnership. As of June 30, 2019, the Partnership (excluding the Parallel Partnership) had received commitments of capital in the amount of $112,960,000, of which $92,401,280 had been called and of which $53,794,097 was contributed to the Fund. As of June 30, 2019, $20,558,720 of capital remained uncalled by the Partnership. From inception through June 30, 2019, the Partnership has distributed $15,976,958 to its limited partners, of this amount $4,444,248 is subject to recall.

At June 30, 2019, the Fund had adequate resources consisting of cash on hand, a Money Market Fund and expected future capital contributions from the Partnership that could be used to fund future obligations. The Fund, based upon the investments held at June 30, 2019, expects to receive approximately $3,810,000 in scheduled interest payments over the next year. The future capital contributions and scheduled interest payments are sufficient to meet the requirements of anticipated investments and operational expenses of the Fund over the next year.

As of June 30, 2019, 1.2% of the Fund’s net assets consisted of cash, and as of December 31, 2018, 2.8% of the Fund’s net assets consisted of cash. During the six months ended June 30, 2019 and the year ended December 31, 2018, the Fund invested in senior subordinated notes, term notes and a Money Market Fund. On April 17, 2019 and June 25, 2019, the Fund declared and paid distributions to the Partnership in the amount of $1,046,552 and $2,709,840 or $10.47 and $27.10 per share, respectively. On February 16, 2018, the Fund declared and paid distributions to the Partnership in the amount of $4,383,035 or $43.83 per share. On March 28, 2018, the Fund distributed in-kind $8,210,308 or $82.10 per share of net assets ($17,520,464 of senior subordinated notes, $2,092,479 of term notes, and $25,140 of deferred financing costs and $11,427,775 of the investor note credit facility) to the Partnership. From inception through June 30, 2019, the Fund has distributed $28,476,882 or $284.77 per share to the Partnership. The principal balance and fair value of loans in the Fund’s investment portfolio at June 30, 2019 and December 31, 2018 was $31,619,870 and $33,906,959, and $31,233,633 and $33,326,595, respectively.

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The Fund’s consolidated financial statements include portfolio investments held at a fair value of $31,340,619 at June 30, 2019 and $33,511,336 at December 31, 2018. The portfolio investments represent approximately 98% of net assets at June 30, 2019 and approximately 177% of net assets at December 31, 2018 and their fair values have been determined in good faith by the Fund’s Board of Directors. Because of the inherent uncertainty of fair valuation, the determined values may differ significantly from the values that would have been used had a ready market existed for the investments, and the differences could be material. Because the Fund’s investments consist of privately negotiated transactions, investments in these assets are considered to be illiquid.

With respect to leverage, on August 8, 2017, the Fund, the Partnership, and Parallel Partnership, entered into a credit facility of short term borrowings (the “Credit Facility”) to fund the operations of the Fund, Partnership, and Parallel Partnership. Please see Contractual Obligations below for additional information about the Credit Facility.

On March 28, 2018, the Fund distributed $8,210,308 of net assets ($17,520,464 of senior subordinated notes, $2,092,479 of term notes, $25,140 of deferred financing costs and $11,427,775 of the Credit Facility) to the Partnership. This distribution was completed to allow the Fund to begin meeting the requirements, including diversification, gross income, and distribution requirements, to qualify for the special-pass through status available to RICs under the Code.

The Fund is required to maintain a minimum asset coverage ratio (total assets-to-debt outstanding) of 2.00 pursuant to the 1940 Act. As of June 30, 2019, the Fund did not have any debt outstanding, thereby removing the requirement to calculate the asset coverage ratio.

Contractual Obligations

The Fund has entered into certain contracts under which it has future commitments. Payments under the Investment Management Agreement, pursuant to which the Investment Manager has agreed to serve as the Fund’s investment adviser, are equal to a percentage of the invested capital of the Fund, including assets acquired with borrowed funds, if any. The Investment Management Agreement will continue in effect until June 8, 2020. Thereafter, regardless of the dissolution of the Fund, the Investment Management Agreement shall continue automatically for successive periods of a year each June, if not terminated. Either party may terminate the Investment Management Agreement without penalty on least 60 days’ written notice to the other party. The Fund has also entered into a Custodian Agreement, pursuant to which Citi Private Bank has agreed to serve as the Fund’s custodian (the “Custodian”). The Fund pays the Custodian such fees as have been agreed between the Fund and the Custodian, as described in the Custodian Agreement which the Fund has determined are commercially reasonable in its sole discretion. While the Fund utilizes the Custodian, not all assets of the Fund may be custodied with the Custodian at all times.

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On August 8, 2017 and amended on December 15, 2017, August 7, 2018, and February 8, 2019, the Fund, the Partnership, and Parallel Partnership, entered into a credit facility of short term borrowings (the “Credit Facility”) in the amount of $10,000,000, collateralized by the unfunded Committed Equity Capital of the Limited Partners of the Partnership and Parallel Partnership. The Credit Facility was intended to fund the operations of the Fund, Partnership, and Parallel Partnership, and expired on August 8, 2019. On December 15, 2017, the Credit Facility was amended and increased to $40,000,000. On August 7, 2018, the Credit Facility was amended and decreased to $29,209,580, through February 8, 2019. On February 8, 2019, the Credit Facility was extended through August 8, 2019, and the maximum commitment amount of the Credit Facility was amended and decreased to $20,000,000. In consideration for establishing the Credit Facility, the Partnership and Parallel Partnership paid a Facility Fee in the amount of 0.25% times the maximum commitment amount. The Credit Facility is stated at its outstanding principal amount and bears interest on the outstanding principal amount at a rate per annum equal to LIBOR plus 1.55%. In addition, an unused commitment fee equal to 0.25% per annum times the difference between the total commitment amount and the average daily outstanding amount of principal is incurred as an expense. From the date of the Fund’s first drawdown on August 24, 2017 through the date of the Fund’s last drawdown on June 28, 2018, the Fund had drawn down from the Credit Facility at a rate between 2.78% and 3.64%. As of June 30, 2019, the Credit Facility held an outstanding balance of $15,450,000 which was solely attributable to the Partnership and Parallel Partnership. The weighted average interest rate for the period ending June 30, 2019 was 4.02%.

As mentioned in the previous paragraph, the Fund does bear interest on its outstanding principal amount and is subject to certain fees and costs that could affect its liquidity and cash flows. As of June 30, 2019, the Fund had incurred financing obligations with respect to interest on borrowings, undrawn fees or unused commitment fees that could have an impact on liquidity cash flows.

Taxation of the Fund as a RIC

Consequences of Converting From an Ordinary Corporation to a RIC. In order to qualify as a RIC, the Fund must, at the end of the first year in which it so qualifies, have no accumulated earnings and profits from years in which it was not taxed as a RIC. To meet this requirement, the Fund must, before the end of the first year in which it qualifies as a RIC, distribute as dividends all of its accumulated earnings and profits. In addition to the foregoing, pursuant to the Treasury regulations, the Fund must either (i) recognize gain on the disposition of any asset during the subsequent recognition period (generally 10 years) (the “Recognition Period”) beginning on the first day of the first taxable year for which the Fund qualifies for pass-through status as a RIC that is held by the Fund as of the beginning of such Recognition Period, to the extent of the excess of (a) the fair market value of such asset as of the beginning of such Recognition Period over (b) the Fund’s adjusted tax basis in such asset as of the beginning of such Recognition Period (such excess, hereinafter, “built-in gain”), taxable at the highest regular corporate rates or (ii) elect to immediately recognize and pay tax on any such built-in gain with respect to any of its portfolio holdings and, as described above, distribute the earnings and profits from such deemed sales. As a RIC, the Fund generally would not be able to use any net operating loss carryforwards relating to periods prior to the first year in which the Fund qualifies as a RIC.

RIC Qualification Requirements. In order to qualify as a RIC under Subchapter M of the Code, the Fund must, among other things, (1) at all times during the taxable year, have a valid and effective election to be a BDC under Sections 6(f) and 54 of the 1940 Act; (2) derive at least 90% of its gross income for each taxable year from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including gains from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or currencies, and net income derived from an interest in a qualified publicly traded partnership (as defined in Section 851(h) of the Code); (3) diversify its holdings so that, at the end of each quarter of each taxable year: (a) at least 50% of the value of the Fund’s total assets is represented by (i) cash and cash items, U.S. government securities, and securities of other RICs, and (ii) other securities (counting each investment in such other securities only if the value of such securities does not exceed 5% of the value of the Fund’s total assets and the Fund does not own more than 10% of the outstanding voting securities of the issuer of such securities), and (b) not more than 25% of the value of the Fund’s total assets is invested in (i) the securities (other than U.S. government securities and securities of other RICs) of any one issuer, (ii) the securities (other than securities of other RICs) of two or more issuers that the Fund controls (defined as 20% or more of the voting power) and that are engaged in the same, similar, or related trades or businesses, or (iii) the securities of one or more qualified publicly traded partnerships; and (4) file an election to be a RIC.

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As a RIC, the Fund must properly distribute to its shareholders each taxable year an amount equal to or exceeding the sum of (1) 90% of its “investment company taxable income” as that term is defined in the Code (which includes, among other things, dividends, taxable interest, and the excess of any net short-term capital gains over net long-term capital losses, as reduced by certain deductible expenses) without regard to the deduction for dividends paid and (2) 90% of the excess of its gross tax-exempt interest, if any, over certain disallowed deductions, the Fund generally will not be subject to U.S. federal income tax on any income of the fund, including “net capital gain” (the excess of net long-term capital gain over net short-term capital loss), distributed to the shareholders. However, if the Fund meets such distribution requirements and, thus, is eligible for pass-through status, but chooses to retain some portion of its investment company taxable income or net capital gain, it generally will be subject to U.S. federal income tax at regular corporate income tax rates on the amount retained. A distribution of warrants or equity investments to its shareholders will be treated as a sale by the Fund of such assets with the excess of the fair market value of those assets over their tax basis being the amount of the income or gain to the Fund arising from the distribution.

After initially qualifying as a RIC, if the Fund fails to qualify as a RIC that is eligible for pass-through status for any taxable year, it will be treated as a U.S. corporation subject to U.S. federal income tax, thereby subjecting any income earned by the Fund to tax at the corporate level and to a further tax at the shareholder level when such income is distributed. In such a case, there may be substantial tax and other costs associated with re-qualifying as a RIC.

After the Fund qualifies as a RIC, the Fund will be subject to a nondeductible 4% excise tax (“Excise Tax”) to the extent it fails to distribute by the end of any calendar year at least 98% of its ordinary income for such calendar year and 98.2% of its capital gain net income for the one-year period ending on October 31 of such calendar year, plus certain other undistributed amounts. For these purposes, any taxable income retained by the Fund, and on which it pays federal income tax, will be treated as having been distributed.

The Fund currently intends to distribute in each year for which it qualifies as a RIC substantially all of its net investment income and capital gain net income so as not to be subject to either federal income tax or Excise Tax.

Tax Status. The Fund must meet a number of requirements, described above under the caption “Taxation” to qualify for the pass-through status as a RIC and, if qualified, to continue to so qualify. If the Fund experiences difficulty in meeting the diversification requirement for any fiscal quarter of its taxable year, it may accelerate capital calls or, if available, borrowings in order to increase the portion of the Fund’s total assets represented by cash, cash items and U.S. government securities as of the close of the following fiscal quarter and thus attempt to meet the diversification requirement. The Fund, however, would incur additional interest and other expenses in connection with any such accelerated borrowings, and increased investments by the Fund in cash, cash items and U.S. government securities (whether the funds to make such investments are derived from called equity capital or from accelerated borrowings) are likely to reduce the Fund’s return. Furthermore, there can be no assurance that the Fund would be able to meet the diversification requirements through such actions. Failure to qualify as a RIC would deny the Fund pass-through status and, in a year in which the Fund has taxable income, would have a significant adverse effect on the returns of the Fund.

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When the Fund elects to convert its status from that of an ordinary, or C, corporation to that of a RIC, it must choose either to (i) pay tax whenever an asset is sold during the subsequent “conversion period” (generally, ten years) following the conversion on the amount of gain which would have been realized had the asset been sold on the conversion date, or (ii) treat the entire amount of “built-in gain” as income at the time of conversion.

Effect of Certain Investments and Investment Practices. The Fund’s activities generally may be unlike the typical activities engaged in by most investment companies that seek to qualify as RICs for federal income tax purposes. Certain aspects of these activities may at times make it more difficult for the Fund to satisfy the requirements for qualifying as a RIC than is the case for other investment companies. For example, because the Fund generally will call capital from the Partnership on an “as needed” basis and will have relatively few investments in its early period of operations, the Fund will not be holding substantial amounts of “cash and cash items” that could be counted towards the Fund’s RIC diversification requirements. As noted above under Income Taxes, as of January 1, 2018, the Fund believes that it qualifies to be treated as a RIC under subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Fund is subject to financial market risks, including changes in interest rates. Changes in interest rates may affect both the cost of funding and our interest income from portfolio investments. The Fund’s risk management processes and procedures are designed to identify and analyze risk, to set appropriate policies and limits and to continually monitor these risks and limits by means of administrative and information systems and other policies and programs. Our investment income will be affected by changes in various interest rates, including LIBOR and prime rates, to the extent our debt investments include floating interest rates. In addition, our investments are carried at fair value as determined in good faith by our Board of Directors. Our valuation methodology utilizes discount rates in part in valuing our investments, and changes in those discount rates may have an impact on the valuation of our investments.

The Fund’s business activities entail various elements of risk. The Fund considers the principal types of market risk to be interest rate risk, credit risk and valuation risk. Accordingly, the Fund’s risk management procedures are designed to identify and analyze the Fund’s risks, to set appropriate policies and limits and to continually monitor these.

The Fund intends to manage its risk by maintaining a portfolio that is diverse by industry, size of investment, and borrowers. The Fund has limited exposure to public market price fluctuations as the Fund invests in the debt of private business enterprises. The equity investment accompanying most debt investments (which, if it becomes publicly-traded, is subject to enhanced market risk) is generally made by the Partnership.

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The Fund’s sensitivity to changes in interest rates is regularly monitored and analyzed by measuring the characteristics of assets and liabilities. The Fund uses various methods to assess interest rate risk in terms of the potential effect on interest income and investment valuation. The Fund’s valuation methodology utilizes discount rates as part of valuing its investments and changes in those discount rates, and interest rates in general, would be expected to have an impact on the valuation of investments. Assuming no changes in investment and capital structure, a hypothetical increase in interest rates of 100 basis points would decrease the Fund’s net assets resulting from operations by an estimated $840,000.

As previously discussed in Item 2 of this 10-Q, the Fund, the Partnership, and Parallel Partnership entered into a Credit Facility agreement on August 8, 2017 and amended on December 15, 2017, August 7, 2018, and February 8, 2019. As of June 30, 2019, the Credit Facility held an outstanding balance of $15,450,000 which was solely attributable to the Partnership and Parallel Partnership. Because the Fund has elected to use leverage in the form of a Credit Facility, its sensitivity to changes in interest rates and other risks could be substantially greater. Assuming no changes in the Credit Facility structure, a hypothetical increase in discount rates of 100 basis points would decrease the Fund’s net assets resulting from operations by an estimated $73,000.

The Fund intends to manage credit risk through diversification, and continually monitors the financial condition of its borrowers and reports thereon to the Fund’s Board of Directors.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this report, Management carried out an evaluation under the supervision and with the participation of its President and the Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the President and Chief Financial Officer concluded that the Fund’s disclosure controls and procedures were effective in ensuring that information required to be disclosed was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and in providing reasonable assurance that information required to be disclosed by the Fund in such reports was accumulated and communicated to the Fund’s management, including its President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

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Changes in Internal Control over Financial Reporting

During the three and six months ended June 30, 2019, there were no changes in the Fund’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Fund’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

The Fund is not currently a party to any legal proceedings.

ITEM 1A.

RISK FACTORS.

The risks described in the Annual Report on Form 10-K and Quarterly 10-Q are not the only risks facing the Fund. Additional risks and uncertainties not currently known to the Fund or the Investment Manager or that the Fund or the Investment Manager currently believe to be insignificant may materially affect the Fund’s business and financial condition in the future.

The interest rates of our term loans to our portfolio companies that extend beyond 2021 might be subject to change based on recent regulatory changes

The interest rates of our term loans to our portfolio companies that extend beyond 2021 might be subject to change based on recent regulatory changes. LIBOR, the London Interbank Offered Rate, is the basic rate of interest used in lending transactions between banks on the London interbank market and is widely used as a reference for setting the interest rate on loans globally. We typically use LIBOR as a reference rate in term loans we extend to portfolio companies such that the interest due to us pursuant to a term loan extended to a portfolio company is calculated using LIBOR. The terms of our debt investments generally include minimum interest rate floors which are calculated based on LIBOR.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear if at that time whether LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short term repurchase agreements, backed by Treasury securities called the Secured Overnight Financing Rate (“SOFR”). The first publication of SOFR was released in April 2018. Whether or not SOFR attains market traction as a LIBOR replacement remains a question and the future of LIBOR at this time is uncertain. If LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate to replace LIBOR with the new standard that is established in its place, which may have an adverse effect on our ability to receive attractive returns. In addition, if LIBOR ceases to exist we may need to renegotiate any LIBOR based credit facilities to replace LIBOR with the new standard that is established in its place.

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ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Prior to the Fund’s commencement of operations on October 13, 2015, the Fund sold 100,000 shares to the Fund’s sole shareholder, the Partnership, for $25,000 on September 19, 2014. No other shares of the Fund have been sold; however, the Fund received paid in capital during the period from October 13, 2015, commencement of operations, through June 30, 2019, which is expected to be used for fund investments and operations. The Fund may receive additional paid in capital from the Partnership in the future.

Purchases of Equity Securities

This table provides certain information with respect to purchases of securities registered under Section 12 of the Exchange Act made by the Fund or its affiliates during the second fiscal quarter of 2019:

Period	Total Number of Shares (or Units) Purchased	Average Price Paid Per Share (or Unit)	Total Number of Shares (or Units) Purchases as Part of Publicly Announced Plans or Programs	Maximum Number (or approximate dollar value) of Shares That May Yet Be Purchases Under the Plan
April 1, 2019 through April 30, 2019	No purchases of publicly traded equities were made.	No purchases of publicly traded equities were made.	No purchases of publicly traded equities were made.	No purchases of publicly traded equities were made.
May 1, 2019 through May 31, 2019	No purchases of publicly traded equities were made.	No purchases of publicly traded equities were made.	No purchases of publicly traded equities were made.	No purchases of publicly traded equities were made.
June 1, 2019 through June 30, 2019	No purchases of publicly traded equities were made.	No purchases of publicly traded equities were made.	No purchases of publicly traded equities were made.	No purchases of publicly traded equities were made.

The Fund held its final close on September 29, 2017 (as referenced in Item 5 Other Information), and as of June 30, 2019, the Fund made cumulative distributions of $28,476,882 or $284.77 per share to the Partnership.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

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ITEM 5.

OTHER INFORMATION.

(a)

No material changes have been made to the procedures with respect to the recommendation and nomination of members to the Fund’s Board of Directors.

(b)

On September 29, 2017, the Partnership held its final close and will no longer be accepting or seeking additional commitments from investors.

(c)

On April 15, 2019, the Fund’s principal address changed from 825 Third Avenue, 10^th Floor New York, NY 10022 to 200 Park Avenue, 23^rd Floor New York, NY 10166. This change in address was disclosed in Form 8-K as filed with the SEC on April 16, 2019.

ITEM 6.

EXHIBITS.

Exhibit	Description
3(i)	Articles of Incorporation of the Fund as filed with the Maryland Secretary of State on July 7, 2014, incorporated by reference to the Fund’s Form 10 filed with the SEC on July 21, 2014.

3(ii)	Bylaws of the Fund, incorporated by reference to the Fund’s Form 10 filed with the SEC on July 21, 2014.

31.1-31.2	Certifications pursuant to Section 302 of The Sarbanes-Oxley Act of 2002, filed herewith.

32.1-32.2	Certifications pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, filed herewith.

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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 of the undersigned thereunto duly authorized.

	SIGULER GUFF SMALL BUSINESS CREDIT OPPORUNITIES FUND, INC.

August 14, 2019	By:	/s/ Jun Isoda
	Name:	Jun Isoda
	Title:	Chief Financial Officer

August 14, 2019	By:	/s/ Sean Greene
	Name:	Sean Greene
	Title:	President

SIGULER GUFF SMALL BUSINESS CREDIT OPPORTUNITIES FUND, INC 10-Q