UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~March 31~~June 30, 2024

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

Commission file number: 814-01091

GUGGENHEIM CREDIT INCOME FUND 2019

(Exact name of registrant as specified in its charter)

Delaware		47-2009064
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

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

Securities registered pursuant to Section 12(b) of the Act: None

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
None		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [ ] No [ ]

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

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[ ]
Emerging growth company	[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of the Registrant’s common shares outstanding as of ~~May~~August 1013, 2024 was 1,736,284.

GUGGENHEIM CREDIT INCOME FUND 2019 INDEX

INDEX

		PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Statements of Assets and Liabilities as of June 30, 2024 and December 31, 2023	3
	Statements of Operations for the three and six months ended June 30, 2024 and 2023	4
	Statements of Changes in Net Assets for the three and six months ended June 30, 2024 and 2023	5
	Statements of Cash Flows for the six months ended June 30, 2024 and 2023	6
	Notes to the Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	19
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 5.	Other Information	20
Item 6.	Exhibits	20
Signatures		21
Exhibits Index		22

		PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Statements of Assets and Liabilities as of March 31, 2024 and December 31, 2023	3
	Statements of Operations for the three months ended March 31, 2024 and 2023	4
	Statements of Changes in Net Assets for the three months ended March 31, 2024 and 2023	5
	Statements of Cash Flows for the three months ended March 31, 2024 and 2023	6
	Notes to the Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	19
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 5.	Other Information	20
Item 6.	Exhibits	20
Signatures		21
Exhibits Index		22

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or this Report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, in Item 2 of Part I of this Report, contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements generally are characterized by the use of terms such as “may,” “should,” “plan,” “anticipate,” “estimate,” “intend,” “predict,” “believe,” “expect,” “will,” “will be,” and “project” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: increased direct competition; changes in government regulations or accounting rules; changes in local, national, and global economic conditions and capital market conditions; availability of proceeds from our offering of common shares; and the performance of Guggenheim Credit Income Fund (the “Master Fund”) and its common shares that we own. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties and other factors that may materially affect our future results, performance, achievements or transactions. Information on factors which could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in this Report as well as in our other filings with the U.S. Securities and Exchange Commission (“SEC”), including but not limited to those described in Part II. Item 1A. Risk Factors of this Report and in Part I. Item 1A. Risk Factors of our Form 10-K for the fiscal year ended December 31, 2023, that was filed on March 22, 2024. Moreover, because we operate in a very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these uncertainties, we caution you not to place undue reliance on such statements, which apply only as of the date hereof. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes to future operating results over time unless otherwise required by law. The forward-looking statements should be read in light of the risk factors identified in Part II. Item 1A. Risk Factors of this Report and in Part I. Item 1A. Risk Factors of our Form 10-K for the fiscal year ended December 31, 2023, that was filed on March 22, 2024. The forward-looking statements and projections contained in this Report are excluded from the safe harbor protection provided by Section 27A of the Securities Act and Section 21E of the Exchange Act.

All references to “Note” or “Notes” throughout this Report refer to the footnotes to the financial statements presented in Part I. Item 1. Financial Statements (Unaudited).

Unless otherwise noted, the terms “we,” “us,” “our,” and the “Company” refer to Guggenheim Credit Income Fund 2019. Other capitalized terms used in this Report have the same meaning as in the accompanying financial statements presented in Part I. Item 1. Financial Statements (Unaudited), unless otherwise defined herein. Guggenheim Partners Investment Management, LLC is referred to as “Guggenheim” or the “Advisor” throughout this Report.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Guggenheim Credit Income Fund - 2019

STATEMENTS OF ASSETS AND LIABILITIES

	March 31, 2024			December 31, 2023
	June 30, 2024			December 31, 2023
	(Unaudited)
Assets
Investment in Guggenheim Credit Income Fund (‘‘GCIF’’) (5,046,351 shares purchased at a cost of $8,258,643 and 5,046,351 shares purchased at a cost of $8,258,643, respectively)	$	5,604,508		$	5,476,803
Investment in Guggenheim Credit Income Fund (“GCIF”) (5,046,351 shares purchased at a cost of $5,316,455 and 5,046,351 shares purchased at a cost of $8,258,643, respectively)	$	2,501,530		$	5,476,803
Cash		~~625~~561,~~936~~957			706,284
Total assets	$	63,~~230~~063,~~444~~487		$	6,183,087
Liabilities
Payable to related parties		~~11,365~~—			11,458
Accrued professional services fees		4237,~~055~~124			50,287
Accounts payable, accrued expenses and other liabilities		2027,~~396~~928			24,361
Total liabilities		7365,~~816~~052			86,106
Commitments and contingencies (Note 4. Related Party Agreements and Transactions)
Net Assets	$	62,~~156~~998,~~628~~435		$	6,096,981
Components of Net Assets:
Common Shares, $0.001 par value, 348,000,000 Common Shares authorized, 1,736,284 and 1,736,284 Common Shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	$	1,737		$	1,737
Common Shares, $0.001 par value, 348,000,000 Common Shares authorized, 1,736,284 and 1,736,284 Common Shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	$	1,737		$	1,737
Paid-in-capital in excess of par value		107,~~092~~123,~~686~~640			10,092,686
Accumulated loss, net of distributions		(34,~~937~~126,~~795~~942	)		(3,997,442	)
Total net assets	$	62,~~156~~998,~~628~~435		$	6,096,981
Net asset value per Common Share (NAV)	$	31.5573		$	3.51

See Unaudited Notes to Financial Statements.

Guggenheim Credit Income Fund - 2019

STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Dividends from investment in GCIF	$	—35,159		$	8460,~~376~~660		$	35,159		$	145,035
Other income		—			13,047
Total investment income		35,159			60,660			35,159			145,035
Total investment income		—			97,423
Operating Expenses (1)
Operating Expenses (1)
Administrative services (1)		3,750			3,669			7,500			7,298
Administrative services (1)		3,750			3,629
Related party reimbursements (1)		11,368			10,759			22,733			20,646
Related party reimbursements (1)		11,365			9,887
Trustees fees (1)		748			748			1,496			1,488
Trustees fees (1)		748			740
Professional services fees (1)		14,666			25,078			33,316			(6,109	)
Professional services fees (1)		18,650			(31,187	)
Transfer agent fees (1)		27,986			27,434			55,445			54,185
Transfer agent fees (1)		27,459			26,751
Other expenses (1)		4,999			3,285			11,085			(9,762	)
Other expenses (1)		6,086			—
Net expenses (1)		63,517			70,973			131,575			67,746
Net expenses (1)		68,058			9,820
Net investment income (loss)		(28,358	)		(10,313	)		(96,416	)		77,289
Net investment income (loss)		(68,058	)		87,603
Realized and unrealized gains (losses):
Realized and unrealized gains (losses):
Net change in unrealized appreciation (depreciation) from investment in GCIF		(160,789	)		(108,549	)		(33,084	)		(113,708	)
Net change in unrealized appreciation (depreciation) from investment in GCIF		127,705			(5,159	)
Net realized and unrealized losses		(160,789	)		(108,549	)		(33,084	)		(113,708	)
Net realized and unrealized gains (losses)		127,705			(5,159	)
Net decrease in net assets resulting from operations	$	(189,147	)	$	(118,862	)	$	(129,500	)	$	(36,419	)
Net increase in net assets resulting from operations	$	59,647		$	82,444
Per Common Share information:
Per Common Share information:
Net investment income (loss) per Common Share outstanding - basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.06	)	$	0.04
Net investment income (loss) per Common Share outstanding - basic and diluted	$	(0.04	)	$	0.05
Loss per Common Share outstanding - basic and diluted	$	(0.11	)	$	(0.07	)	$	(0.07	)	$	(0.02	)
Earnings per Common Share outstanding - basic and diluted	$	0.03		$	0.05
Weighted average Common Shares outstanding - basic and diluted		1,736,284			1,736,284			1,736,284			1,736,284
Weighted average Common Shares outstanding - basic and diluted		1,736,284			1,736,284
Distributions per Common Share outstanding	$	1.71		$	2.27		$	1.71		$	1.98
Distributions per Common Share outstanding	$	—		$	1.98

(1)

Operating expenses solely represent the Company’s operating expenses and do not include the Company’s proportionate share of the Master Fund’s operating expenses.

See Unaudited Notes to Financial Statements.

Guggenheim Credit Income Fund - 2019

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	Common Shares				Paid-in-Capital in Excess of Par			Accumulated Loss, net of
	Shares		Amount		Value			Distributions			Total
Balance at December 31, 2023		1,736,284	$	1,737	$	10,092,686		$	(3,997,442	)	$	6,096,981
Operations:
Net investment loss		—		—		—			(68,058	)		(68,058	)
Net change in unrealized appreciation from investment in GCIF		—		—		—			127,705			127,705
Net increase in net assets resulting from operations		—		—		—			59,647			59,647
Net increase for the period		—		—		—			59,647			59,647
Balance at March 31, 2024		1,736,284	$	1,737	$	10,092,686		$	(3,937,795	)	$	6,156,628
Operations:
Net investment loss		—		—		—			(28,358	)		(28,358	)
Net change in unrealized depreciation from investment in GCIF		—		—		—			(160,789	)		(160,789	)
Net decrease in net assets resulting from operations		—		—		—			(189,147	)		(189,147	)
Shareholder distributions:
Distributions representing a return of capital		—		—		(2,969,046	)		—			(2,969,046	)
Net decrease in net assets resulting from shareholder distributions		—		—		(2,969,046	)		—			(2,969,046	)
Net decrease for the period		—		—		(2,969,046	)		(189,147	)		(3,158,193	)
Balance at June 30, 2024		1,736,284		1,737		7,123,640			(4,126,942	)	$	2,998,435

	Common Shares				Paid-in-Capital in Excess of Par			Accumulated Loss, net of
	Shares		Amount		Value			Distributions			Total
Balance at December 31, 2022		1,736,284	$	1,737	$	16,750,502		$	(3,826,693	)	$	12,925,546
Operations:
Net investment income		—		—		—			87,603			87,603
Net change in unrealized depreciation from investment in GCIF		—		—		—			(5,159	)		(5,159	)
Net increase in net assets resulting from operations		—		—		—			82,444			82,444
Shareholder distributions:
Distributions from earnings		—		—		—			(99,947	)		(99,947	)
Distributions representing a return of capital		—		—		(3,337,906	)		—			(3,337,906	)
Net decrease in net assets resulting from shareholder distributions		—		—		(3,337,906	)		(99,947	)		(3,437,853	)
Net decrease for the period		—		—		(3,337,906	)		(17,503	)		(3,355,409	)
Balance at March 2023		1,736,284	$	1,737	$	13,412,596		$	(3,844,196	)	$	9,570,137
Balance at March 31, 2023		1,736,284	$	1,737	$	13,412,596		$	(3,844,196	)	$	9,570,137
Operations:
Net investment loss		—		—		—			(10,313	)		(10,313	)
Net change in unrealized depreciation from investment in GCIF		—		—		—			(108,549	)		(108,549	)
Net decrease in net assets resulting from operations		—		—		—			(118,862	)		(118,862	)
Shareholder distributions:
Distributions from earnings		—		—		—			251			251
Distributions representing a return of capital		—		—		(1,962,252	)		—			(1,962,252	)
Net increase (decrease) in net assets resulting from shareholder distributions		—		—		(1,962,252	)		251			(1,962,001	)
Net decrease for the period		—		—		(1,962,252	)		(118,611	)		(2,080,863	)
Balance at June 30, 2023		1,736,284		1,737		11,450,344			(3,962,807	)	$	7,489,274

See Unaudited Notes to Financial Statements.

Guggenheim Credit Income Fund - 2019

STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended March 31,
	Six Months Ended June 30,
	2024			2023
Operating activities
Net increase in net assets resulting from operations	$	59,647		$	82,444
Net decrease in net assets resulting from operations	$	(129,500	)	$	(36,419	)
Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities:
Adjustments to reconcile net decrease in net assets from operations to net cash provided by operating activities:
Proceeds from liquidation distributions		—2,942,187			35,~~347~~254,~~142~~561
Net change in unrealized (appreciation) depreciation from investment in GCIF		~~(127~~33,~~705~~085	)		5113,~~159~~708
Increase (decrease) in operating liabilities:
Payable to related parties		(9311,458	)		(~~990~~118	)
Accrued professional services fees		(813,~~231~~163	)		(3554,~~273~~938	)
Accounts payable, accrued expenses and other liabilities		(3,~~966~~568	)		(1110,~~050~~327	)
Net cash provided by (used in) operating activities		(80,348	)		3,387,432
Net cash provided by operating activities		2,824,719			5,266,467
Financing activities
Distributions paid		—(2,969,046	)		(35,~~437~~399,~~853~~854	)
Net cash provided by (used in) financing activities		—			(3,437,853	)
Net cash used in financing activities		(2,969,046	)		(5,399,854	)
Net decrease in cash		(80144,~~348~~327	)		(50133,~~421~~387	)
Cash, beginning of period		706,284			990,500
Cash, end of period	$	~~625~~561,~~936~~957		$	~~940~~857,~~079~~113

See Unaudited Notes to Financial Statements.

GUGGENHEIM CREDIT INCOME FUND 2019

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Principal Business and Organization

Guggenheim Credit Income Fund 2019 (the “Company”) was formed as a Delaware statutory trust on September 5, 2014. The Company’s investment objectives are to provide its shareholders with current income, capital preservation and, to a lesser extent, long-term capital appreciation by investing substantially all of its equity capital in Guggenheim Credit Income Fund (the “Master Fund” or “GCIF”). The Company is a non-diversified closed-end management investment company that elected to be treated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).

The Master Fund elected to be treated as a BDC under the 1940 Act and it has the same investment objectives as the Company. The Master Fund commenced investment operations on April 2, 2015. The Master Fund’s consolidated financial statements are an integral part of the Company’s financial statements and should be read in their entirety.

The Master Fund is externally managed by Guggenheim Partners Investment Management, LLC (“Guggenheim” or the “Advisor”), which is responsible for sourcing potential investments, analyzing and conducting due diligence on prospective investment opportunities, structuring investments and ongoing monitoring of the Master Fund’s investment portfolio.

The Company was selling its common shares (“Shares” or “Common Shares”) pursuant to a registration statement on Form N-2 (the “Initial Registration Statement”) covering its continuous public offering of up to $1.0 billion (the “Initial Public Offering”). The Company suspended its Initial Public Offering of Common Shares, effective August 23, 2017, in connection with (i) the transition of the Master Fund’s investment advisory function to Guggenheim and (ii) a concurrent change in the Initial Public Offering’s dealer manager. On March 29, 2018 the Company filed a new registration statement on Form N-2 (the “Registration Statement”) covering a continuous public offering of up to $958.6 million (the “Public Offering”, together with the Initial Public Offering, the “Public Offerings”). The Company’s initial Registration Statement with respect to the Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on June 13, 2018, and post-effective amendments thereto updating certain financial information was declared effective by the SEC on April 25, 2019 and April 9, 2020. On December 31, 2020, the Company’s Public Offering was terminated, resulting in a gross capital raise of approximately $50 million from the sale and issuance of Common Shares in the Public Offerings since inception.

In accordance with the offering documents and the intention of Guggenheim Credit Income Fund 2016 T (“GCIF 2016T”) and the Company (together, the “Feeder Funds”) to provide substantial shareholder liquidity, the Boards of Trustees of the Master Fund and the Feeder Funds approved respective Plans of Liquidation for each company on March 30, 2021 (each, a “Liquidation Plan”). In accordance with the Liquidation Plans, the Board has declared multiple liquidating distributions. These distributions have been substantially composed of return of capital and have decreased the net asset value of the Master Fund and Feeder Funds. As such, the value on shareholder’s investment statements has decreased as liquidating distributions have been paid.

In accordance with the Liquidation Plan, the Master Fund and the Feeder Funds will remain registered as a BDC and intend to maintain their qualifications, as regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

As of ~~March~~June 3130, 2024, the Company owned 19.72% of the Master Fund’s outstanding common shares.

Note 2. Significant Accounting Policies

Basis of Presentation

Management has determined that the Company meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC Topic 946”).

Notes to Financial Statements (Unaudited)

The Company’s interim financial statements have been prepared pursuant to the requirements for reporting on Form 10-Q and the disclosure requirements stipulated in Articles 6 and 10 of Regulation S-X, and therefore do not necessarily include all information and notes necessary for a fair statement of financial position and results of operations in accordance with accounting principles generally accepted in the U.S. (“GAAP”). In the opinion of management, the unaudited financial information for the interim period presented in this Report reflects all normal and recurring adjustments necessary for a fair statement of financial position and results from operations. Operating results for interim periods are not necessarily indicative of operating results for an entire year. The Company’s unaudited financial statements should be read in conjunction with the Master Fund’s unaudited consolidated financial statements; the Master Fund’s quarterly report on Form 10-Q is incorporated by reference and filed as an exhibit to this Report.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities at the date of the financial statements, (ii) the reported amounts of income and expenses during the reported period and (iii) disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ materially from those estimates under different assumptions and conditions.

Cash

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

Valuation of Investments

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

Transactions with the Master Fund

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

Offering Expenses

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

Distributions to the Company’s Shareholders

Declared distributions to the Company’s shareholders are recorded as a liability as of the record date.

Federal Income Taxes

The Company has elected to be treated for federal income tax purposes, and intends to maintain its qualification, as a RIC under the Code. Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes dividends in a timely manner out of assets legally available for distributions to its shareholders of an amount generally at least equal to 90% of its “Investment Company Taxable Income,” determined without regard to any dividend paid, as defined in the Code. The Company intends to distribute sufficient dividends to maintain its RIC status each year and it does not anticipate incurring a material level of federal income taxes.

Notes to Financial Statements (Unaudited)

The Company is generally subject to nondeductible federal excise taxes if it does not distribute dividends to its shareholders in respect of each calendar year of an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gain net income (i.e., capital gains in excess of capital losses), adjusted for certain ordinary losses, for the one-year period generally ending on October 31^st of the calendar year and (iii) any net ordinary income and capital gain net income for preceding calendar years that were not distributed during such calendar years and on which the Company incurred no federal income tax. The Company may, at its discretion, incur a 4% nondeductible federal excise tax on under-distribution of taxable ordinary income and capital gains.

The Company follows ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other expenses in the statements of operations. Management has reviewed all open tax years and concluded that there is no effect to the Company’s financial positions or results of operations and no tax liability was required to be recorded resulting from unrecognized tax benefits relating to uncertain income tax position taken or expected to be taken on a tax return. During this period, the Company did not incur any material interest or penalties. Open tax years are those years that are open for examination by the relevant income taxing authority. As of ~~March~~June 3130, 2024, open U.S. Federal and state income tax years include the tax years ended September 30, 2020 through September 30, 2023. The Company has no examinations in progress. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof.

Note 3. Investments

Below is a summary of the Company’s investment in the Master Fund, a related party:

Schedule of investments
	End of Period		Weighted Average Shares Owned
Period Ended	No. of Shares		Quarter to Date		Year to Date		Cost		Fair Value		% of Net Assets
March 31, 2024		5,046,351		5,046,351		5,046,351	$	8,258,643	$	5,604,508		91.0	%
June 30, 2024		5,046,351		5,046,351		5,046,351	$	5,316,455	$	2,501,530		83.4	%
December 31, 2023		5,046,351		5,046,351		5,046,351	$	8,258,643	$	5,476,803		89.8	%

Restricted Securities

The Master Fund does not currently intend to list its common shares on any securities exchange, and it does not expect a secondary market to develop for its issued and outstanding common shares. As a result, the Company’s ability to sell its Master Fund common shares is limited. Because the Master Fund common shares are being acquired in one or more transactions not involving a public offering, they are “restricted securities” and may be required to be held indefinitely. Master Fund common shares may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) the Master Fund’s consent is granted, and (ii) the Master Fund common shares are registered under applicable securities laws or specifically exempted from registration (in which case the Master Fund’s shareholder may, at the Master Fund’s option, be required to provide the Master Fund with a legal opinion, in form and substance satisfactory to the Master Fund, that registration is not required). Accordingly, a shareholder in the Master Fund, including the Company, must be willing to bear the economic risk of investing in the Master Fund common shares. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the Master Fund’s common shares may be made except by registration of the transfer on the Master Fund’s books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the Master Fund common shares and to execute such other instruments or certifications as are reasonably required by the Master Fund.

From October 15, 2015 through August 11, 2020, the Company acquired its investment in the Master Fund at prices ranging from $7.06 per share to $8.59 per share.

Share Repurchase Program

The Master Fund has implemented a share repurchase program, whereby it conducts tender offers each calendar quarter. In accordance with the Liquidation Plan, the Master Fund’s share repurchase program has been suspended effective March 30, 2021.

Notes to Financial Statements (Unaudited)

Note 4. Related Party Agreements and Transactions

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

The memberships of the Company’s Board of Trustees (the “Company’s Board” or the “Board of Trustees”) and the Master Fund’s Board are identical and consequently the Company and the Master Fund are related parties. All of the Company’s executive officers also serve as executive officers of the Master Fund. One of the Company’s executive officers, Brian Binder, Senior Vice President, serves as an executive officer of Guggenheim.

Administrative Services Agreement

The Company is party to an administrative services agreement with Guggenheim (the “Administrative Services Agreement”) whereby Guggenheim, serving as the administrator (the “Administrator”), has agreed to provide administrative services, including office facilities and equipment and clerical, bookkeeping and record-keeping services. More specifically, the Administrator performs and oversees the Company’s required administrative services, which include financial and corporate record-keeping, preparing and disseminating the Company’s reports to its shareholders and filing reports with the SEC. In addition, the Administrator assists in determining net asset value, overseeing the preparation and filing of tax returns, overseeing the payment of expenses and distributions and overseeing the performance of administrative and professional services rendered by others. For providing these services, facilities and personnel, the Company reimburses the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administrative Services Agreement. To the extent that the Administrator outsources any of its functions, the Company may pay the fees associated with such functions on a direct basis, without incremental profit to the Administrator.

The Administrative Services Agreement may be terminated at any time, without the payment of any penalty: (i) by the Company upon 60 days’ written notice to Guggenheim upon the vote of the Company’s independent trustees or (ii) by Guggenheim upon not less than 120 days’ written notice to the Company. Unless earlier terminated, the Administrative Services Agreement will remain in effect for two years, and thereafter shall continue automatically for successive one-year periods if approved annually by a majority of the Board of Trustees and the Master Fund’s independent trustees.

Dealer Manager Agreement

The Company is party to a dealer manager agreement with GFD (the “Dealer Manager Agreement”). Under the terms of the Dealer Manager Agreement, GFD is to act on a best efforts basis as the exclusive dealer manager for (i) the Company’s Public Offering and (ii) the public offering of common shares for future feeder funds affiliated with the Master Fund. The Company, not the Master Fund, is responsible for the compensation of GFD pursuant to the terms of the Dealer Manager Agreement. The Dealer Manager Agreement may be terminated by the Company or GFD upon 60 calendar days’ written notice to the other party. In the event that the Company or GFD terminates the Dealer Manager Agreement with respect to the Company, the Dealer Manager Agreement will continue with respect to any other feeder fund.

Organization and Offering Expense Reimbursement Agreement

The Company is party to an organization and offering expense reimbursement agreement (the “O&O Agreement”) with Guggenheim. Under the O&O Agreement, the Company is to reimburse Guggenheim for organization and offering expenses incurred on the Company’s behalf, including, but not limited to, legal services, audit services, printer services and the registration of securities under the Securities Act. The reimbursement of organization and offering expenses is conditional on the Company’s receipt of equity capital from the sale of its Common Shares. Any such reimbursement would not exceed actual expenses incurred by Guggenheim and its affiliates. Guggenheim is responsible for the payment of the Company’s cumulative organization and offering expenses to the extent they exceeded 1.5% of the aggregate proceeds from the sale of the Company’s Common Shares, without recourse against or reimbursement by the Company.

Any costs incurred by Guggenheim related to the Initial Public Offering are no longer eligible for reimbursement. Any offering costs incurred by Guggenheim on behalf of the Company associated with the Public Offering are subject to reimbursement under the terms and conditions of the O&O Agreement. Under the terms of the O&O Agreement, the Company is not obligated to reimburse Guggenheim for any unreimbursed offering expenses after the close of the Company’s Public Offering on December 31, 2020.

Notes to Financial Statements (Unaudited)

Expense Support and Conditional Reimbursement Agreement

The Company entered into an expense support and conditional reimbursement agreement with Guggenheim whereby Guggenheim agreed to reimburse the Company monthly for expenses in an amount equal to the difference between the Company’s cumulative distributions paid to its shareholders in each month less the sum of the Company’s estimated investment company taxable income and net capital gains in each month. The Expense Support Agreement will automatically terminate if (i) the Master Fund terminates the Investment Advisory Agreement with Guggenheim or (ii) the Company’s Board of Trustees makes a determination to dissolve or liquidate the Company. The Board of Trustees’ approval of a Liquidation Plan on March 30, 2021 is deemed a liquidity event and therefore, the Expense Support Agreement is deemed terminated.

Upon termination of the Expense Support Agreement, Guggenheim is required to fund any amounts accrued thereunder as of the date of termination. Similarly, the conditional obligation of the Company to reimburse Guggenheim pursuant to the terms of the Expense Support Agreement shall survive the termination of the Expense Support Agreement.

Pursuant to the Expense Support Agreement, the Company has a conditional obligation to reimburse Guggenheim for any amounts funded by Guggenheim under this arrangement or the Prior Expense Support Agreement if (and only to the extent that), during any month occurring within three years of the date on which Guggenheim funded such amount, the sum of the Company’s estimated investment company taxable income and net capital gains ~~exceeds~~ exceeds the ordinary cash distributions paid by the Company to its shareholders; provided, however, that (i) the Company will only reimburse ~~Guggenheim~~ Guggenheim for expense payments made by Guggenheim to the extent that the payment of such reimbursement (together with any other reimbursement ~~paid~~ paid during such fiscal year) does not cause “other operating expenses” (as defined below) (on an annualized basis and net of any expense support reimbursement payments received by the Company during such fiscal year) to exceed the lesser of (A) 1.7573% of the Company’s average net assets attributable to its Common Shares for the fiscal year-to-date period after taking such reimbursement payments into account and (B) the percentage of the Company’s average net assets attributable to its Common Shares represented by “other operating expenses” during the fiscal year in which such expense payment from the Advisor was made (provided, however, that this clause (B) will not apply to any reimbursement payment which relates to an expense payment from Guggenheim made during the same fiscal year); and (ii) the Company will not reimburse Guggenheim for expense payments made by Guggenheim if the annualized rate of regular cash distributions declared by the Company at the time of such reimbursement payment is less than the annualized rate of regular cash distributions declared by the Company at the time Guggenheim made the expense payment to which such reimbursement payment relates. “Other operating expenses” means the Company’s total “operating expenses” (as defined below), excluding any investment advisory fee, performance-based incentive fees, organization and offering expenses, interest expense, brokerage commissions and extraordinary expenses. “Operating expenses” means all operating costs and expenses incurred, as determined in accordance with GAAP for investment companies.

As of the Board of Trustees’ approval of the Liquidation Plan, the total amount of expense support received from Guggenheim that is still eligible for reimbursement is $967,781. The Company has determined that it is unlikely to receive expense support from Guggenheim.

Summary of Related Party Transactions

The following table ~~presents~~ presents the related party fees, expenses and transactions, excluding related party transactions between the Company and the Master Fund in connection with Common Shares purchases, sales and distributions, for the three and six months ended ~~March~~June 3130, 2024 and ~~March~~ June 3130, 2023:

Schedule of related party fees, expenses and transactions
		Three Months Ended March 31,
		Three Months Ended June 30,				Six Months Ended June 30,
Related Party	Source Agreement & Description	2024		2023		2024		2023
	Related Party Expense:
Guggenheim	Administrative Services Agreement - expense reimbursement	$	11,~~365~~368	$	910,~~887~~759	$	22,733	$	20,646

Notes to Financial Statements (Unaudited)

Indemnification

The Administrative Services Agreement provides certain indemnification to Guggenheim, its directors, officers, persons associated with Guggenheim and its affiliates. In addition, the Company’s Declaration of Trust, as amended, provides certain indemnifications to its officers, trustees, agents and certain other persons. The Dealer Manager Agreement provides for certain indemnifications from the Company (with respect to the primary ~~offering~~ offering of its Common Shares) to GFD, any selected dealers and their respective officers, directors, employees, members, affiliates, agents, representatives and, if any, each person who controls such person or entity within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Such indemnifications are subject to certain limitations as provided for in the Company’s Declaration of Trust and the North American Securities Administrators Association Guidelines and are considered customary by management. As of ~~March~~June 3130, 2024 and December 31, 2023, management believes that the risk of incurring any losses for such indemnification is remote.

Note 5. Common Shares

Issuance of Common Shares

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

The following table summarizes the total Common Shares issued and proceeds received in connection with the Company’s Public Offerings and reinvestment of distributions for (i) the ~~three~~six months ended ~~March~~June 3130, 2024 and (ii) the period commencing on July 31, 2015 (inception) through ~~March~~June 3130, 2024, including the event that the Initial Public Offering was suspended on August 23, 2017:

Schedule of total common shares issued and proceeds received
	Three Months Ended March 31, 2024				Inception through March 31, 2024
	Six Months Ended June 30, 2024				Inception Through June 30, 2024
	Shares		Amount		Shares		Amount
Gross proceeds from Public Offering		—	$	—		1,959,348	$	50,158,691
Dealer Manager fees and commissions		—		—		—		(890,172	)
Net proceeds to the Company from Public Offering		—		—		1,959,348		49,268,519
Reinvestment of shareholders’ distributions		—		—		278,752		6,762,060
Net proceeds from all issuance of Common Shares		—	$	—		2,238,100	$	56,030,579
Average net proceeds per Common Share	$—				$25.03

Repurchase of Common Shares

In accordance with the Liquidation Plan, the Company’s share repurchase program and distribution reinvestment plan have been suspended effective March 30, 2021.

Note 6. Distributions

The following table summarizes the distributions that the Company declared on its Common Shares during the ~~three~~six months ended ~~March~~June 3130, 2024 and ~~March~~June 3130, 2023:

Schedule of distributions
Record Date	Payment Date	Distribution per Share at Record Date		Distribution per Share at Payment Date		Distribution Amount
For Fiscal Year 2024
June 24	June 25	$	1.71000	$	1.71000	$	2,969,046
				$	1.71000	$	2,969,046
For Fiscal Year 2023
March 22	March 23	$	1.98000	$	1.98000	$	3,437,853
				$	1.98000	$	3,437,853
June 23	June 26		1.13000		1.13000		1,962,001
				$	3.11000	$	5,399,854

There were no distributions declared during the three months ended March 31, 2024.

Notes to Financial Statements (Unaudited)

Note 7. Financial Highlights

The following per Common Share data and financial ratios have been derived from information provided in the financial statements. The following is a schedule of financial highlights during the ~~three~~six months ended ~~March~~June 3130, 2024 and ~~March~~June 3130, 2023:

Schedule of financial highlights
	Three Months Ended March 31,
	Six Months Ended June 30,
	2024			2023
PER COMMON SHARE OPERATING PERFORMANCE
Net asset value, beginning of period	$	3.51		$	7.44
Net investment income (loss) (1)		(0.0406	)		0.0504
Net unrealized appreciation from investment in GCIF (2)		0.08			—
Net realized gains from investment in GCIF (1)		—			—
Net increase resulting from operations		0.04			0.05
Net unrealized appreciation (depreciation) from investment in GCIF (2)		(0.01	)		(0.06	)
Net decrease resulting from operations		(0.07	)		(0.02	)
Distributions to common shareholders
Distributions from net investment income (3)		—			(0.06	)
Distributions representing return of capital (3)		—(1.71	)		(13.9205	)
Net decrease resulting from distributions		—(1.71	)		(13.9811	)
Net asset value, end of period	$	31.5573		$	54.5131
INVESTMENT RETURNS
Total investment return-net asset value (4)		0(2.9812	)%		(0.6461	)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period	$	62,~~156~~998,~~628~~435		$	97,~~570~~489,~~137~~274
Average net assets (5)	$	65,~~136~~651,~~438~~494		$	1210,~~144~~700,~~668~~957
Common Shares outstanding, end of period		1,736,284			1,736,284
Weighted average Common Shares outstanding		1,736,284			1,736,284
Ratios-to-average net assets: (5) (6)
Total operating expenses		12.1133	%		(0.0363	)%
Net expenses (reimbursements)		1.11	%		(0.03	)%
Net expenses		2.33	%		0.63	%
Net investment income (loss)		(1.1171	)%		10.2472	%

(1)

The per Common Share data was derived by using the weighted average Common Shares outstanding during the period presented.

(2)

The amounts shown at this caption are the balancing figures derived from the other figures in the schedule. The amounts shown at this caption for a Common Share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s Common Shares in relation to fluctuating market values for the portfolio.

(3)

The per Common Share data for distributions is the actual amount of distributions paid or payable per Common Share outstanding during the entire period; distributions per Common Share are rounded to the nearest $0.01. For income tax purposes, distributions made to shareholders are reported as ordinary income, capital gains, non-taxable return of capital or a combination thereof, based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under GAAP. The tax character of distribution shown above is an estimate since the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until we file our tax return.

(4)

Total investment return-net asset value is a measure of the change in total value for shareholders who held the Company’s Common Shares at the beginning and end of the period, including distributions declared during the period. Total investment return-net asset value is based on (i) net asset value per share on the first day of the period, (ii) the net asset value per share on the last day of the period, plus any shares issued in connection with the reinvestment of monthly distributions and (iii) distributions payable relating to the ownership of shares, if any, on the last day of the period. The total investment return-net asset value calculation assumes that distributions are reinvested in accordance with the Company’s distribution reinvestment plan, net of sales load, on each monthly distribution payment date. Because there is no public market for the Company’s shares, the terminal market value per share is assumed to be equal to net asset value per share on the last day of the period presented. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company’s Common Shares. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results.

(5)

The computation of average net assets during the period is based on averaging the amount on the first day of the first month of the period and the last day of each month during the period.

Notes to Financial Statements (Unaudited)

(6) The ratios-to-average net assets do not include any proportionate allocation of income and expenses incurred at the Master Fund. The Master Fund’s total expenses-to-average net assets for the ~~first~~six ~~three~~ months ended ~~March~~June 3130, 2024 and ~~March~~June 3130, 2023, were 14.8523% and 02.9623% respectively.

Note 8. Subsequent Events

Management has evaluated subsequent events through the date of issuance of these financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the financial statements.

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

The information contained in this item should be read in conjunction with our financial statements and related notes thereto appearing elsewhere in this Report. Unless otherwise noted, the terms “we,” “us,” “our” and the “Company” refer to Guggenheim Credit Income Fund 2019. The Term “Master Fund” refers to Guggenheim Credit Income Fund. Capitalized terms used in this Item 2 have the same meaning as in the accompanying financial statements presented in Part I. Item 1. Financial Statements (Unaudited), unless otherwise defined herein.

Overview

We are a feeder fund and we are affiliated with the Master Fund, which is a specialty finance investment company that has elected to be treated as a BDC under the 1940 Act. The Master Fund is externally managed by Guggenheim, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments, determining the securities and other assets that we will purchase, retain or sell and monitoring the Master Fund’s portfolio on an ongoing basis. The Master Fund’s management discussion and analysis of financial condition and results of operations as presented in its quarterly report should be read in its entirety.

Plan of Liquidation

In accordance with the offering documents and the intention of Guggenheim Credit Income Fund 2016 T (“GCIF 2016T”) and Guggenheim Credit Income Fund 2019 (“GCIF 2019”) (together, the “Feeder Funds”) to provide substantial shareholder liquidity, the Boards of Trustees of the Master Fund and the Feeder Funds approved respective Plans of Liquidation for each company on March 30, 2021 (each, a “Liquidation Plan”). In accordance with the Liquidation Plans, the Board has declared multiple liquidating distributions which are outlined in the table below. These distributions have been substantially composed of return of capital and have decreased the net asset value of the Master Fund and Feeder Funds. As such, the value on shareholder’s investment statements has decreased as liquidating distributions have been paid.

For the Master Fund, as of ~~May~~August 1013, 2024, over 9599% of the NAV has been declared to be paid to shareholders in the form of liquidating distributions.

The table below is intended to highlight some relevant metrics associated with the Plans of Liquidation ($ in thousands).

Noted Information	GCIF (Master Fund)			GCIF 2016 T			GCIF 2019
Cumulative Liquidating Distributions declared per share through May 10, 2024	$	7.23		$	7.60		$	20.86
Cumulative Liquidating Distributions declared per share through August 13, 2024	$	7.82		$	8.17		$	22.57
Number of Portfolio Companies at beginning of year		10			—			—
Number of Portfolio Companies at end of period		98			—			—
YTD Portfolio sales and repayments ($ in thousands)	$	713,~~827~~689		$	—		$	—
Percentage of December 31, 2020 NAV Declared through May 10, 2024		95.60	%		95.20	%		92.00	%
Percentage of December 31, 2020 NAV Declared through August 13, 2024		103.40	%		102.40	%		99.60	%
Net Assets at beginning of Year ($ in thousands)	$	27,777		$	1841,~~397~~115		$	612,~~097~~926
Net Assets at end of period ($ in thousands)	$	2812,~~425~~687		$	188,~~706~~872		$	62,~~157~~998
Net asset value per share at end of period	$	10.1150		$	10.1554		$	31.5573

In accordance with the Liquidation Plan, the Master Fund and the Feeder Funds will remain registered as a BDC and intend to maintain their qualifications, as RICs under Subchapter M of the Code.

Investment Objectives and Investment Program

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

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

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

•

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

•

Subordinated Debt. Subordinated debt investments are generally subordinated to senior debt investments and are generally unsecured. These investments are generally structured with interest-only payments throughout the life of the security with the principal due at maturity.

•

Equity Investments. Preferred and/or common equity investments may be acquired alongside senior and subordinated debt investment activities or through the exercising of warrants or options attached to debt investments. Income is generated primarily through regular or sporadic dividends and realized gains on dispositions of such investments.

The Master Fund’s investment activities may vary substantially from period to period depending on many factors, including: the demand for capital from creditworthy privately owned U.S. companies, the level of merger, acquisition and refinancing activity involving private companies, the availability of credit to finance transactions, the general economic environment, the competitive investment environment for the types of investments the Master Fund currently seeks and intends to seek in the future, the amount of equity capital the Master Fund raises from the sale of its common shares to us and any other feeder funds and the amount and cost of capital that the Master Fund may borrow.

The Master Fund acquires its portfolio investments through the following investment access channels:

•

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

•

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

On July 15, 2015, the staff of the SEC issued a no action letter to the Master Fund and Guggenheim Credit Income Fund 2016 T (the “Initial Feeder Fund”), permitting the Master Fund, the Initial Feeder Fund and any other feeder fund that may be created in the future that invests all or substantially all its assets in the Master Fund (each, an “Additional Feeder Fund” and collectively with the Initial Feeder Fund, the “Feeder Funds”) to operate in a master/feeder fund structure. More specifically, the no action letter permits:

•

a Feeder Fund to operate as a BDC under the 1940 Act;

•

a Feeder Fund to look through the Master Fund and treat as its assets its proportionate ownership interest in the Master Fund’s assets; and

•

the Master Fund to repurchase its shares in connection with the planned liquidation of a Feeder Fund at the end of the Feeder Fund’s finite term.

Revenue

Dividend income from our ownership of the Master Fund’s common shares is our source of investment income. Our revenue will fluctuate with the operating performance of the Master Fund and its distributions paid to us.

Operating Expenses

Our primary operating expenses include administrative services, related party reimbursements, custodian and accounting services, independent audit services, compliance services, tax services, legal services, transfer agent services, organization expenses and offering expenses. Additionally, we indirectly bear the operating expenses of the Master Fund through our ownership of its common shares, such as an investment advisory fee, a performance-based incentive fee, independent audit services, third-party valuation services and various other professional services fees.

Results of Operations

Operating results for the three and six months ended ~~March~~June 3130, 2024 and ~~March~~June 3130, 2023 were as follows:

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Total investment income	$	—35,159		$	9760,~~423~~660		$	35,159		$	145,035
Net expenses		6863,~~058~~517			970,~~820~~973			131,575			67,746
Net investment income (loss)		(6828,~~058~~358	)		87(10,~~603~~313	)		(96,416	)		77,289
Net change in unrealized appreciation (depreciation) from investment in GCIF		~~127~~(160,~~705~~789	)		(5108,~~159~~549	)		(33,084	)		(113,708	)
Net increase in net assets resulting from operations	$	59,647		$	82,444
Net decrease in net assets resulting from operations	$	(189,147	)	$	(118,862	)	$	(129,500	)	$	(36,419	)

Investment Income

Investment income consisted solely of distributions from the Master Fund for the three and six months ended ~~March~~June 3130, 2024 and ~~March~~June 3130, 2023.

Operating Expenses

Operating expenses consisted of the following major components for the three and six months ended ~~March~~June 3130, 2024 and ~~March~~June 3130, 2023:

	Three Months Ended March 31,
	Three Months Ended June 30,					Six Months Ended June 30,
	2024		2023			2024		2023
Administrative services	$	3,750	$	3,~~629~~669		$	7,500	$	7,298
Related party reimbursements		11,~~365~~368		910,~~887~~759			22,733		20,646
Trustees fees		748		~~740~~748			1,496		1,488
Professional services fees		1814,~~650~~666		~~(31~~25,~~187~~078	)		33,316		(6,109	)
Transfer agent fees		27,~~459~~986		2627,~~751~~434			55,445		54,185
Other expenses		64,~~086~~999		—3,285			11,085		(9,762	)
Net expenses	$	6863,~~058~~517	$	970,~~820~~973		$	131,575	$	67,746

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

Offering costs pertains to the amortization of expenses related to issuance of common shares.

Net Realized Gains (Losses) from Investment

For the three and six months ended ~~March~~June 3130, 2024 and ~~March~~June 3130, 2023, we did not incur realized gains. During the three and six months ended ~~March~~June 3130, 2024 and ~~March~~June 3130, 2023, there were no distributions received from the Master Fund that were classified as long term gains.

Changes in Unrealized Appreciation (Depreciation) from Investment

For the three ~~months~~and ~~ended~~six months ~~March~~ended June 3130, 2024 ~~and 2023~~, the total net change in unrealized ~~appreciation~~depreciation on our investment in the Master Fund was $(0.13 16) million and $—(0.03) million, respectively. ~~The~~For ~~increase~~the inthree ~~net~~and ~~unrealized~~six ~~appreciation~~months ~~for the year~~ ended ~~March~~June 3130, ~~2024~~2023, ~~was~~the ~~primarily~~total ~~due~~net tochange ~~the~~in ~~increase~~unrealized depreciation on our investment in the Master Fund’s ~~total~~was ~~assets~~$(0.1) million and $(0.1) million, respectively.

Cash Flows for the ~~Three~~Six Months Ended ~~March~~June 3130, 2024 and ~~March~~June 3130, 2023

For the ~~three~~six months ended ~~March~~ June 3130, 2024 and ~~March~~June 3130, 2023, net cash provided by operating activities was $(02.1)8 million and $35.43 million, respectively. During the six months ended June 30, 2024, distributions from the Master Fund were the primary provider of cash. For the ~~three~~six months ended ~~March~~June 3130, 2023, distributions from the Master Fund were the primary ~~source~~provider of cash.

Net cash used in financing activities was $0(3.0) million during the ~~three~~six months ended ~~March~~June 3130, 2024. Net cash used in financing activities was $(35.4) million during the ~~three~~six months ended ~~March~~June 3130, 2023,. ~~primarily~~In ~~represented~~2024, bythe shareholder distributions ~~paid~~ of $(3.0) million were the primary use of cash. In 2023, the shareholder distributions of $(5.4) million were the primary use of cash.

Financial Condition, Liquidity and Capital Resources

Our primary sources of cash include (i) the sale of our Common Shares, (ii) our shareholders’ reinvestment of their distributions, (iii) distributions, including capital gains, if any, received from our ownership of the Master Fund’s common shares, (iv) expense support payments pursuant to the Expense Support Agreement and (v) the sale of our owned Master Fund shares in conjunction with its share repurchase program. Our primary uses of cash include (i) investment in the Master Fund’s common shares, (ii) payment of operating expenses, (iii) cash distributions to our shareholders, (iv) periodic repurchases of our Common Shares pursuant to our share repurchase program and (v) reimbursement payments for prior period expense support payments. We are not permitted to issue any senior securities, including preferred securities.

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

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of ~~March~~June 3130, 2024 and December 31, 2023.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income, expense, gain and loss during the reporting period. We believe that the estimates and assumptions utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. Our significant accounting policies are described in Note 2. Significant Accounting Policies.

Valuation of Investments

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

Contractual Obligations

Commitments

We have not entered into any agreements under which we have material future commitments that cannot otherwise be terminated within a reasonable time period.

Related Party Agreements and Transactions

Expense Support and Conditional Reimbursement Agreement

We have entered into agreements with Guggenheim whereby we agreed to (i) receive expense support payments and to conditionally reimburse it for prior period expense support payments, (ii) pay for administrative services and (iii) compensate Guggenheim Funds Distributors, LLC (“GFD”), an affiliate of Guggenheim, for capital market services in connection with the marketing and distribution of our Shares. See Note 4. Related Party Agreements and Transactions for a discussion of related party transactions and expense reimbursement agreements.

Reimbursement of Guggenheim for Organization and Offering Expenses

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

Reimbursement of the Administrator for Administrative Services

We reimburse the Administrator for its expenses in connection with the provision of administrative services to us. These reimbursement expenses are periodically reviewed and approved by the Independent Trustees Committee of our Board of Trustees. See Note 4. Related Party Agreements and Transactions for a summary of reimbursable expenses as related to administrative services.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

We are subject to financial market risks, including changes in interest rates through our investment in the Master Fund. As of ~~March~~June 3130, 2024, 9998.95% of the Master Fund’s debt investments (8887.97% of total investments), or $1410.94 million measured at fair value, are subject to floating interest rates. A rise in the general level of interest rates can be expected to lead to (i) higher interest income for the Master Fund’s floating rate debt investments, (ii) value declines for fixed rate investments the Master Fund may hold and (iii) higher interest expense in connection with the Master Fund’s floating rate credit facility. To the extent that a majority of the Master Fund’s investments may be in floating rate investments, an increase in interest rates could also make it more difficult for borrowers to repay their loans, and a rise in interest rates may also make it easier for the Advisor to meet or exceed the quarterly threshold for a performance-based incentive fee as described in Note 6. Related Party Agreements and Transactions of the Master Fund’s consolidated financial statements.

18Based on our investment in the Master Fund as of June 30, 2024, the following table presents the approximate annualized increase in value per outstanding Common Share due to (i) interest income from the Master Fund’s investment portfolio and (ii) interest expense on the Master Fund’s floating rate borrowings, directly resulting from hypothetical changes in base rate interest rates (e.g., SOFR), assuming no changes in (i) the number of outstanding Common Shares, (ii) the number of outstanding Master Fund Shares and (iii) our percent ownership of Master Fund shares:

Based on our investment in the Master Fund as of March 31, 2024, the following table presents the approximate annualized increase in value per outstanding Common Share due to (i) interest income from the Master Fund’s investment portfolio and (ii) interest expense on the Master Fund’s floating rate borrowings, directly resulting from hypothetical changes in base rate interest rates (e.g., SOFR), assuming no changes in (i) the number of outstanding Common Shares, (ii) the number of outstanding Master Fund Shares and (iii) our percent ownership of Master Fund shares:

Basis Points (bps) Increase (Decrease)	Annualized Net Increase (Decrease)			Net Increase (Decrease) per Share
-50 bps	$	(14	)	$	(0.01	)
+50 bps		14			0.01
+100 bps		27			0.02
+150 bps		41			0.02
+200 bps		55			0.03

Basis Points (bps) Increase (Decrease)	Annualized Net Increase (Decrease)			Net Increase (Decrease) per Share
-50 bps	$	(18	)	$	(0.01	)
+50 bps		18			0.01
+100 bps		36			0.02
+150 bps		54			0.03
+200 bps		72			0.04

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Exchange Act, is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.

Our Chief Executive Officer and Chief Financial Officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March~~June 3130, 2024, have concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, were effective as of ~~March~~June 3130, 2024 at a reasonable level of assurance.

Changes in Internal Control over Financial Reporting

During the most recent fiscal quarter, there was no change in our internal controls over financial reporting, as defined under Rule 13a-15(f) under the Exchange Act, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

As of ~~May~~August 1013, 2024, we we were not subject to any material legal proceedings, and, to our knowledge, there were no material legal proceedings threatened against us.

From time to time, we, or our administrator, may be a party to certain legal proceedings in the ordinary course of, or incidental to the normal course of, our business, including legal proceedings related to the enforcement of our rights under contracts with our portfolio companies. While legal proceedings, lawsuits, claims and regulatory proceedings are subject to many uncertainties and their ultimate outcomes are not predictable with assurance, the results of these proceedings are not expected to have a material adverse effect on our financial position or results of operations.

Item 1A. Risk Factors.

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2023, which could materially affect our business, financial condition and/or operating results. The risks described in our annual report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. During the ~~three~~six months ended ~~March~~June 3130, 2024, other than as set forth below, there have been no no material changes from the risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2023.

Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.

Certain of our portfolio companies may be impacted by inflation. If such portfolio companies are unable pass any increases in their costs along to their customers, it could adversely affect their results and their ability to impacting their ability to pay interest and principal on our loans. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.

The Company is currently operating in a period of capital markets disruption, significant volatility and economic uncertainty.

The global capital markets are experiencing a period of disruption and instability resulting in increasing spreads between the yields realized on riskier debt securities and those realized on risk-free securities, lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector and the re-pricing of credit risk in the broadly syndicated market. Highly disruptive market conditions have resulted in increasing volatility and illiquidity in the global credit, debt and equity markets generally. The duration and ultimate effect of such market conditions cannot be accurately forecasted. Extreme uncertainty regarding economic markets is resulting in declines in the market values of potential investments and declines in the market values of investments after they are made or acquired by the Company and affecting the potential for liquidity events involving such investments or portfolio companies. During periods of market disruption, portfolio companies may be more likely to seek to draw on unfunded commitments the Company has made, and the risk of being unable to fund such commitments is heightened during such periods. Applicable accounting standards require the Company to determine the fair value of its investments as the amount that would be received in an orderly transaction between market participants at the measurement date. While most of the Company’s investments are not publicly traded, as part of the Company’s valuation process the Company considers a number of measures, including comparison to publicly traded securities. As a result, volatility in the public capital markets can adversely affect the Company’s investment valuations.

Various social and political tensions around the world, including public health emergencies (such as the spread of infectious diseases, pandemics and epidemics), may contribute to increased market volatility, may have long-term effects on the worldwide financial markets and may cause further economic uncertainties worldwide. In particular, the consequences of the conflict between Russia and Ukraine, including international sanctions, the potential impact on inflation and increased disruption to supply chains may impact portfolio companies. Such consequences also may increase the Company’s funding cost or limit its access to the capital markets.

A prolonged period of market illiquidity may cause the Company to reduce the volume of loans and debt securities originated and/or fund and adversely affect the value of the Company’s portfolio investments, which could have a material and adverse effect on the Company’s business, financial condition, results of operations and cash flows.

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

(a) None.

(b) None.

(c) The Company had implemented a share repurchase program, whereby it conducts tender offers each calendar quarter. In accordance with the Liquidation Plan, the Company’s share repurchase program has been suspended effective March 30, 2021.

Item 5. Other Information.

None.

Item 6. Exhibits.

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

SIGNATURES

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

			GUGGENHEIM CREDIT INCOME FUND 2019
Date:	~~May~~August 1013, 2024	By:	/s/ Matthew S. Bloom
			MATTHEW S. BLOOM
			Chief Executive Officer
			(Principal Executive Officer)
Date:	~~May~~August 1013, 2024	By:	/s/ James Howley
			JAMES HOWLEY
			Chief Financial Officer
			(Principal Financial Officer)

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

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

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

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

3.4		Certificate of Amendment to Certificate of Trust (incorporated by reference to Exhibit 99(a)(4) filed with the Registrant’s Form N-2 (File No. 814-01091) as filed March 29, 2018.)

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

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

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

10.2		Amendment No 1. to Administrative Services Agreement by and between the Registrant, Guggenheim Credit Income Fund, and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 10.7 filed with Guggenheim Credit Income Fund’s Form 10-K (File No. 814-01117) filed on March 12, 2019.)

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

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

10.5		Assignment and Assumption Agreement for Dealer Manager Agreement by and among the Registrant, Carey Financial, LLC, and Guggenheim Funds Distributors, LLC. (Incorporated by reference to Exhibit 99.4 filed with Guggenheim Credit Income Fund’s Form 8-K (File No. 814-01117) filed on August 15, 2017.)

10.6		Form of Amended and Restated Expense Support and Conditional Reimbursement Agreement by and among the Registrant, Carey Credit Advisors, LLC and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99.4 filed with Registrant’s Form 8-K (File No. 814-01091) on August 16, 2017.)

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

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

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

10.10		Investment Management Agreement by and between Hamilton Finance LLC and Guggenheim Credit Income Fund. (Incorporated by reference to Exhibit 10.3 filed with Guggenheim Credit Income Fund’s Form 8-K (File No. 814-01117) filed on December 22, 2015.)
10.11		Amendment to Amended and Restated Loan Agreement and Investment Management Agreement dated as of August 24, 2017. (Incorporated by reference to Exhibit 10.13 filed with Guggenheim Credit Income Fund’s Form 10-Q (File No. 814-01117) filed on November 7, 2017.)
14.1		Code of Ethics of the Registrant. (Incorporated by reference to Exhibit 14.1 filed with the Guggenheim Credit Income Fund’s Form 10-Q as filed on November 16, 2020).
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
31.2		Certification of Chief Financial Officer of pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
99		Form 10-Q of Guggenheim Credit Income Fund for the quarterly period ended ~~March~~June 3130, 2024 (Filed herewith.)

Filing Compare · GUGGENHEIM CREDIT INCOME FUND 2019