Exhibit

EX-99 5 exhibit99gcifq12019fs.htm GUGGENHEIM CREDIT INCOME FUND FORM 10-Q Exhibit

Exhibit 99

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended March 31, 2019



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

Commission file number: 814-01117

GUGGENHEIM CREDIT INCOME FUND

(Exact name of registrant as specified in its charter)



Delaware		47-2039472
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
330 Madison Avenue, New York, New York		10017
(Address of principal executive offices)		(Zip Code)

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

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

Indicate by check mark whether the registrant has submitted electronically 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	ý Do not check if smaller reporting company	Smaller reporting company	¨
Emerging growth company	¨

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

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

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

The registrant had 29,281,072 common shares outstanding as of May 6, 2019.

GUGGENHEIM CREDIT INCOME FUND

INDEX



		Page
PART I. FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (Unaudited):

	Consolidated Statements of Assets and Liabilities as of March 31, 2019 and December 31, 2018	3

	Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018	4

	Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2019 and 2018	5

	Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018	6

	Consolidated Schedules of Investments as of March 31, 2019 and December 31, 2018	7

	Notes to Consolidated Financial Statements	26

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	57

Item 4.	Controls and Procedures	59

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	59

Item 1A.	Risk Factors	59

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59

Item 3.	Defaults Upon Senior Securities	60

Item 5.	Other Information	60

Item 6.	Exhibits	60

Signatures		61

Exhibit Index		62

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or this Report, including Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of Part I of this Report, contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements generally are characterized by the use of terms such as “may,” “should,” “plan,” “anticipate,” “estimate,” “intend,” “predict,” “believe,” “expect,” “will,” “will be,” and “project” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: increased direct competition; changes in government regulations; changes in local, national, and global economic and capital market conditions; our ability to obtain or maintain credit lines or credit facilities on satisfactory terms; changes in interest rates; availability of proceeds from our private offering of common shares; our ability to identify suitable investments and/or to close on identified investments; the performance of our investments; and the ability of borrowers related to our debt investments to make payments under their respective loans. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties, and other factors that may materially affect our future results, performance, achievements, or transactions. Information on factors which could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in this Report as well as in our other filings with the U.S. Securities and Exchange Commission ("SEC"), including but not limited to those described in Part II. Item 1A. Risk Factors of this Report and in Part I. Item 1A. Risk Factors of our Form 10-K for the fiscal year ended December 31, 2018, that was filed on March 12, 2019. Moreover, because we operate in a very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements as a prediction of future results, which apply only as of the date of this Report, unless noted otherwise. Except as may be required by federal securities laws and the rules and regulations of the SEC, we do not undertake to revise or update any forward-looking statements. The forward-looking statements should be read in light of the risk factors identified in Part II. Item 1A. Risk Factors of this Report and in Part I. Item 1A. Risk Factors of our Form 10-K for the fiscal year ended December 31, 2018, that was filed on March 12, 2019. The forward-looking statements and projections contained in this Report are excluded from the safe harbor protection provided by Section 27A of the Securities Act and Section 21E of the Exchange Act.

All references to “Note” or “Notes” throughout this Report refer to the notes to the consolidated financial statements of the registrant in Part I. Item 1. Consolidated Financial Statements (Unaudited).

Unless otherwise noted, the terms “we,” “us,” “our,” and the “Master Fund” refer to Guggenheim Credit Income Fund. Other capitalized terms used in this Report have the same meaning as in the accompanying consolidated financial statements presented in Part I. Item 1. Consolidated 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. Consolidated Financial Statements (Unaudited)

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

(in thousands, except share and per share data)



	March 31, 2019			December 31, 2018
Assets
Investments at fair value (amortized cost of $386,016 and $384,784, respectively)	$	375,395		$	374,114
Cash	5,194			2,555
Restricted cash	8,550			7,587
Collateral deposits for foreign currency forward contracts	—			160
Interest and dividend income receivable	2,774			2,518
Principal receivable	112			7,701
Receivable from related parties	9			36
Unrealized appreciation of foreign currency forward contracts	159			—
Prepaid expenses and other assets	125			177
Total assets	$	392,318		$	394,848

Liabilities
Credit facility payable, net of financing costs	$	153,576		$	148,482
Unrealized depreciation on foreign currency forward contracts	20			384
Payable for investments purchased	584			4,736
Accrued management fee	582			590
Payable to related parties	219			177
Distributions payable	—			3,394
Accounts payable, accrued expenses and other liabilities	1,042			853
Total liabilities	156,023			158,616
Commitments and contingencies (Note 8. Commitments and Contingencies)
Net Assets	$	236,295		$	236,232

Components of Net Assets:
Common shares, $0.001 par value, 1,000,000,000 shares authorized, 29,281,072 and 29,195,002 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	$	29		$	29
Paid-in-capital in excess of par value	246,776			246,083
Accumulated earnings (loss), net of distributions	(10,510		)	(9,880		)
Net assets	$	236,295		$	236,232
Net asset value per Common Share	$	8.07		$	8.09

See Unaudited Notes to Consolidated Financial Statements.

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except share and per share data)



	For the Three Months Ended March 31,
	2019			2018
Investment Income
Interest income	$	8,534		$	8,120
Dividend income	261			111
Fee income	128			34
Total investment income	8,923			8,265
Operating Expenses
Interest expense	2,130			1,811
Management fee	1,694			1,780
Performance-based incentive fee	11			626
Administrative services	51			53
Custody services	24			27
Trustees fees	80			99
Related party reimbursements	219			161
Professional services fees	250			243
Other expenses	66			72
Total expenses	4,525			4,872
Net investment income	4,398			3,393
Realized and unrealized gain (loss):
Net realized gains (losses) on:
Investments	33			3,269
Foreign currency forward contracts	(987		)	(700		)
Foreign currency transactions	88			(1		)
Net realized gains (losses)	(866		)	2,568
Net change in unrealized appreciation (depreciation) on:
Investments	49			745
Foreign currency forward contracts	523			(185		)
Foreign currency forward transactions	(17		)	—
Net change in unrealized appreciation	555			560
Net realized and unrealized gains (losses)	$	(311	)	$	3,128
Net increase in net assets resulting from operations	$	4,087		$	6,521
Per Common Share information:
Net investment income per Common Share outstanding - basic and diluted	$	0.15		$	0.12
Earnings per Common Share - basic and diluted	$	0.14		$	0.22
Weighted average Common Shares outstanding - basic and diluted	29,206,056			29,151,096
Distributions per Common Share	$	0.16		$	0.17

See Unaudited Notes to Consolidated Financial Statements.

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

(in thousands, except share and per share data)



	Common Shares			Paid-in-Capital in Excess of Par Value		Accumulated Earnings (Loss), net of Distributions
	Shares	Amount		Paid-in-Capital in Excess of Par Value		Accumulated Earnings (Loss), net of Distributions			Total
Balance at December 31, 2017	29,151,096	$	29	$	245,721	$	2,731		$	248,481
Operations:
Net investment income	—	—		—		3,393			3,393
Net realized gains	—	—		—		2,568			2,568
Net change in unrealized appreciation	—	—		—		560			560
Net increase in net assets resulting from operations	—	—		—		6,521			6,521
Shareholder distributions:
Distributions from earnings	—	—		—		(5,101		)	(5,101		)
Net decrease in net assets resulting from shareholder distributions	—	—		—		(5,101		)	(5,101		)
Net increase for the period	—	—		—		1,420			1,420
Balance at March 31, 2018	29,151,096	$	29	$	245,721	$	4,151		$	249,901



	Common Shares					Paid-in-Capital in Excess of Par Value			Accumulated Earnings (Loss), net of Distributions
	Shares		Amount			Paid-in-Capital in Excess of Par Value			Accumulated Earnings (Loss), net of Distributions			Total
Balance at December 31, 2018	29,195,002		$	29		$	246,083		$	(9,880	)	$	236,232
Operations:
Net investment income	—		—			—			4,398			4,398
Net realized loss	—		—			—			(866		)	(866		)
Net change in unrealized appreciation	—		—			—			555			555
Net increase in net assets resulting from operations	—		—			—			4,087			4,087
Shareholder distributions:
Distributions from earnings	—		—			—			(4,717		)	(4,717		)
Net decrease in net assets resulting from shareholder distributions	—		—			—			(4,717		)	(4,717		)
Capital share transactions:
Issuance of Common Shares	124,070		—		⁽¹⁾	1,000			—			1,000
Repurchase of Common Shares	(38,000	)	—		⁽¹⁾	(307		)	—			(307		)
Net increase in net assets resulting from capital share transactions	86,070		—			693			—			693
Net increase (decrease) for the period	86,070		—			693			(630		)	63
Balance at March 31, 2019	29,281,072		$	29		$	246,776		$	(10,510	)	$	236,295

_______________________


(1)	Amount is less than $1,000.

See Unaudited Notes to Consolidated Financial Statements.

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)



	For the Three Months Ended March 31,
	2019			2018
Operating activities
Net increase in net assets resulting from operations	$	4,087		$	6,521
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Paid-in-kind income	(167		)	(238		)
Amortization of premium/accretion of discount, net	(345		)	(337		)
Proceeds from sales of investments	7,492			12,722
Proceeds from paydowns on investments	3,981			57,925
Net receipt of settlement of derivatives	248			—
Net payment of settlement of derivatives	(1,235		)	—
Net realized loss on derivatives	987			—
Purchase of investments	(12,160		)	(75,826		)
Net realized gain on investments	(33		)	(3,269		)
Net change in unrealized appreciation on investments	(49		)	(745		)
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts	(523		)	185
Amortization of deferred financing costs	94			123
(Increase) decrease in operating assets:
Interest and dividend income receivable	(256		)	(672		)
Principal receivable	7,589			(6,760		)
Receivable from related parties	27			(8		)
Prepaid expenses and other assets	52			51
Increase (decrease) in operating liabilities:
Payable for investments purchased	(4,152		)	20,114
Accrued management fee	(8		)	28
Accrued performance-based incentive fee	—			627
Payable to related parties	42			(39		)
Accounts payable, accrued expenses and other liabilities	189			(77		)
Net cash provided by operating activities	5,860			10,325
Financing activities
Issuance of Common Shares	1,000			—
Repurchase of Common Shares	(307		)	—
Credit facility borrowings	5,000			—
Distributions paid	(8,111		)	(5,101		)
Net cash used in financing activities	(2,418		)	(5,101		)
Net increase in restricted and unrestricted cash	3,442			5,224
Restricted and unrestricted cash, beginning of period	10,302			25,620
Restricted and unrestricted cash, end of period	$	13,744		$	30,844
Reconciliation of restricted and unrestricted cash
Cash	5,194			11,279
Restricted cash	8,550			19,045
Collateral deposits for foreign currency forward contracts	—			520
Total restricted and unrestricted cash	$	13,744		$	30,844
Supplemental disclosure of cash flow information and non-cash financing activities:
Cash paid for interest	$	1,938		$	1,670

See Unaudited Notes to Consolidated Financial Statements.

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)



March 31, 2019 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾		Amortized Cost ^{(7) (8)}			Fair Value			% of Net Assets
INVESTMENTS
Debt investments - 154.3%
Aerospace & Defense
National Technical Systems	(15)	Senior Secured Loans - First Lien	L+6.25%	8.74%	6/12/2021	3,461		$	3,442		$	3,348		1.4	%
Tronair, Inc	(15)	Senior Secured Loans - First Lien	L+4.75%	7.56%	9/8/2023	3,900		3,870			3,842			1.6	%
Total Aerospace & Defense								7,312			7,190			3.0	%
Automotive
Accuride Corp.		Senior Secured Loans - First Lien	L+5.25%	7.85%	11/17/2023	11,730		11,408			9,852			4.3	%
American Tire Distributors Inc.	(12)(13)	Senior Secured Loans - First Lien	L+7.50%	10.02%	8/30/2024	2,994		2,664			2,685			1.1	%
BBB Industries	(15)	Senior Secured Loans - First Lien	L+4.50%	6.98%	8/1/2025	1,990		1,972			1,990			0.8	%
EnTrans International, LLC	(15)	Senior Secured Loans - First Lien	L+6.00%	8.50%	11/1/2024	3,925		3,739			3,886			1.6	%

Mavis Tire Express Services Corp.		Senior Secured Loans - First Lien	L+3.25%	5.74%	3/20/2025	3,239		3,224			3,166			1.3	%
Mavis Tire Express Services Corp. (Revolver)	(9)(13)(15)(17)	Senior Secured Loans - First Lien	L+3.25%	N/A	3/20/2023	—		(13		)	(13		)	—	%
Mavis Tire Express Services Corp. (Delayed Draw)	(9)	Senior Secured Loans - First Lien	L+3.25%	5.74%	3/20/2025	17		17			7			—	%
								3,228			3,160			1.3	%

Trico Group LLC		Senior Secured Loans - First Lien	L+7.00%	9.60%	2/2/2024	5,332		5,202			5,046			2.2	%
Wesco Group	(15)	Senior Secured Loans - First Lien	L+4.25%	6.75%	6/14/2024	1,257		1,242			1,252			0.5	%
Total Automotive								29,455			27,871			11.8	%
Banking, Finance, Insurance & Real Estate
Gladman Developments Ltd.	UK(10)(11)(13)(14)(15)	Senior Secured Loans - First Lien	G+6.75%	10.39%	8/16/2024	£	2,405	3,002			3,075			1.2	%
Gladman Developments Ltd. (Delayed Draw)	UK(9)(10)(11)(13)(15)	Senior Secured Loans - First Lien	G+6.75%	10.39%	8/16/2024	£	740	940			934			0.4	%
								3,942			4,009			1.6	%

Hunt Companies, Inc.	(11)	Senior Secured Bonds	N/A	6.25%	2/15/2026	4,000		4,000			3,729			1.6	%
JZ Capital Partners Ltd.	UK(10)(11)(13)(15)	Senior Secured Loans - First Lien	L+5.75%	8.35%	6/14/2021	375		368			374			0.2	%
Total Banking, Finance, Insurance & Real Estate								8,310			8,112			3.4	%
Beverage, Food & Tobacco
Addo Foods Group	UK(10)(11)(15)	Senior Secured Loans - First Lien	G+8.00%	9.00%	4/19/2024	£	10,000	12,204			12,670			5.4	%
Blue Harvest Fisheries	(15)	Senior Secured Loans - First Lien	L+7.00%	9.50%	7/29/2022	4,781		4,739			4,741			2.0	%

CTI Foods	(13)(18)	Senior Secured Loans - First Lien	L+3.50%	6.10%	6/29/2020	5,370		5,010			2,806			1.2	%

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)



March 31, 2019 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾	Amortized Cost ^{(7) (8)}	Fair Value	% of Net Assets
CTI Foods	(15)(18)	Senior Secured Loans - Second Lien	L+7.25%	9.85%	6/28/2021	5,000	4,774	375	0.2	%
CTI Foods (DIP)	(9)(15)	Senior Secured Loans - First Lien	L+8.00%	8.25%	7/10/2019	1,643	1,615	1,615	0.7	%
							11,399	4,796	2.1	%

Kar Nut Products Co.	(15)	Senior Secured Loans - First Lien	L+4.50%	7.00%	3/31/2023	904	898	897	0.4	%
Kar Nut Products Co.	(15)	Senior Secured Loans - First Lien	L+4.50%	7.00%	3/31/2023	839	832	832	0.4	%
							1,730	1,729	0.8	%

Parts Town, LLC		Senior Secured Loans - First Lien	L+4.00%	6.80%	12/9/2024	4,197	4,180	4,134	1.7	%
Parts Town, LLC	(13)(15)	Senior Secured Loans - Second Lien	L+8.00%	10.80%	12/8/2025	4,250	4,216	4,208	1.8	%
							8,396	8,342	3.5	%
Total Beverage, Food & Tobacco							38,468	32,278	13.8	%
Capital Equipment
Cleaver Brooks, Inc.		Senior Secured Bonds	N/A	7.88%	3/1/2023	2,000	2,000	1,850	0.8	%
Total Capital Equipment							2,000	1,850	0.8	%
Chemicals, Plastics & Rubber
Ilpea Parent, Inc.	IT(10)(11)(15)	Senior Secured Loans - First Lien	L+4.75%	7.25%	3/2/2023	5,606	5,547	5,578	2.4	%
Neon Holdings Inc	(13)	Senior Secured Bonds	N/A	10.13%	4/1/2026	1,500	1,473	1,530	0.6	%
Total Chemicals, Plastics & Rubber							7,020	7,108	3.0	%
Construction & Building
GAL Manufacturing	(15)	Senior Secured Loans - First Lien	L+4.00%	6.50%	6/26/2023	5,470	5,399	5,430	2.3	%
GAL Manufacturing	(13)(15)	Senior Secured Loans - Second Lien	L+8.25%	10.74%	6/26/2024	6,000	5,897	5,865	2.5	%
GAL Manufacturing (Revolver)	(9)(13)(15)	Senior Secured Loans - First Lien	L+4.25%	6.74%	6/24/2022	49	13	14	—	%
							11,309	11,309	4.8	%

Springs Window Fashions, LLC		Senior Secured Loans - First Lien	L+4.25%	6.74%	6/15/2025	2,978	2,950	2,948	1.2	%
Springs Window Fashions, LLC		Senior Secured Loans - Second Lien	L+8.50%	10.98%	6/15/2026	3,000	2,859	2,753	1.2	%
							5,809	5,701	2.4	%
Total Construction & Building							17,118	17,010	7.2	%
Consumer Goods: Non-Durable
Galls LLC	(15)	Senior Secured Loans - First Lien	L+6.25%	8.83%	1/31/2025	3,648	3,613	3,615	1.5	%
Galls LLC (Delayed Draw)	(9)(15)	Senior Secured Loans - First Lien	L+6.25%	7.90%	1/31/2025	455	451	454	0.2	%
Galls LLC (Revolver)	(9)(13)(15)	Senior Secured Loans - First Lien	L+6.25%	8.83%	1/31/2024	308	243	245	0.1	%
							4,307	4,314	1.8	%

Implus Footcare, LLC	(15)	Senior Secured Loans - First Lien	L+6.75%	9.55%	4/30/2021	892	885	887	0.4	%

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)



March 31, 2019 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾		Amortized Cost ^{(7) (8)}	Fair Value	% of Net Assets
Implus Footcare, LLC	(15)	Senior Secured Loans - First Lien	L+6.75%	8.44%	4/30/2021	4,597		4,568	4,573	1.9	%
								5,453	5,460	2.3	%
Total Consumer Goods: Non-Durable								9,760	9,774	4.1	%
Consumer Goods: Durable
Williams Scotsman International, Inc.	(11)(13)	Senior Secured Bonds	N/A	7.88%	12/15/2022	4,000		4,122	4,120	1.7	%
Total Consumer Goods: Durable								4,122	4,120	1.7	%
Containers, Packaging & Glass
Bioplan USA, Inc.		Senior Secured Loans - First Lien	L+4.75%	7.25%	9/23/2021	5,280		4,958	4,901	2.1	%
Husky Injection Molding Systems Ltd.	(11)	Senior Secured Loans - First Lien	L+3.00%	5.50%	3/28/2025	1,995		1,854	1,861	0.8	%

Resource Label Group LLC	(15)	Senior Secured Loans - First Lien	L+4.50%	7.30%	5/26/2023	3,475		3,449	3,432	1.5	%
Resource Label Group LLC	(15)	Senior Secured Loans - Second Lien	L+8.50%	11.30%	11/26/2023	3,000		2,965	2,963	1.3	%
								6,414	6,395	2.8	%
Total Containers, Packaging & Glass								13,226	13,157	5.7	%
Energy: Oil & Gas
Basic Energy Services Inc	(13)	Senior Secured Bonds	N/A	10.75%	10/15/2023	2,000		1,982	1,600	0.7	%
Navajo Nation Oil and Gas	(15)	Senior Secured Loans - First Lien	L+7.50%	10.30%	6/14/2022	4,625		4,587	4,538	1.8	%
Penn Virginia	(11)(13)(15)	Senior Secured Loans - Second Lien	L+7.00%	9.50%	9/29/2022	3,000		2,954	2,954	1.3	%
Permian Production Partners	(15)	Senior Secured Loans - First Lien	L+6.00%	8.49%	5/20/2024	3,850		3,713	3,754	1.6	%
Total Energy: Oil & Gas								13,236	12,846	5.4	%
Healthcare & Pharmaceuticals
Alegeus Technologies	(15)	Senior Secured Loans - First Lien	L+6.25%	9.05%	9/5/2024	8,000		7,928	7,963	3.4	%

Alltech	(13)(15)	Senior Unsecured Debt	L+8.25%	10.74%	7/21/2023	14,375		14,237	14,248	6.0	%
Alltech	(13)(15)	Senior Unsecured Debt	E+8.25%	9.25%	7/21/2023	€	601	621	668	0.3	%
								14,858	14,916	6.3	%

Endo Pharmaceuticals Finance Co.	IR(10)(11)(13)	Senior Unsecured Debt	N/A	6.00%	7/15/2023	200		154	154	0.1	%
WIRB-Copernicus Group	(15)	Senior Secured Loans - Second Lien	L+8.25%	10.75%	8/15/2023	12,000		11,804	11,897	5.0	%
Total Healthcare & Pharmaceuticals								34,744	34,930	14.8	%
Hotel, Gaming & Leisure
Stadium Management Group		Senior Secured Loans - First Lien	L+3.00%	5.50%	1/23/2025	2,376		2,373	2,351	1.0	%
Stadium Management Group	(13)	Senior Secured Loans - Second Lien	L+7.00%	9.50%	1/23/2026	2,400		2,395	2,433	1.0	%
								4,768	4,784	2.0	%
Total Hotel, Gaming & Leisure								4,768	4,784	2.0	%

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)



March 31, 2019 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾		Amortized Cost ^{(7) (8)}		Fair Value		% of Net Assets
Media: Advertising, Printing & Publishing
Boats Group	(15)	Senior Secured Loans - First Lien	L+4.25%	6.75%	5/17/2024	6,480		6,413		6,429		2.6	%
Boats Group	(15)	Senior Secured Loans - Second Lien	L+8.00%	10.49%	11/18/2024	3,605		3,566		3,567		1.5	%
Boats Group (Revolver)	(9)(13)(15)(17)	Senior Secured Loans - First Lien	L+4.25%	N/A	9/9/2021	—		(63	)	(48	)	—	%
								9,916		9,948		4.1	%

McGraw-Hill Global Education Holdings		Senior Secured Loans - First Lien	L+4.00%	6.49%	5/4/2022	1,974		1,958		1,822		0.8	%
McGraw-Hill Global Education Holdings	(13)(14)(15)	Senior Unsecured Debt	N/A	11.00%	4/20/2022	2,000		1,960		1,780		0.8	%
McGraw-Hill Global Education Holdings	(13)	Senior Unsecured Debt	N/A	7.88%	5/15/2024	2,000		1,936		1,620		0.7	%
								5,854		5,222		2.3	%

Trader Interactive	(15)	Senior Secured Loans - First Lien	L+6.50%	9.00%	6/15/2024	8,175		8,128		8,069		3.4	%
Trader Interactive (Revolver)	(9)(13)(15)(17)	Senior Secured Loans - First Lien	L+6.50%	N/A	6/15/2023	—		(37	)	(36	)	—	%
								8,091		8,033		3.4	%
Total Media: Advertising, Printing & Publishing								23,861		23,203		9.8	%
Retail
Belk, Inc.		Senior Secured Loans - First Lien	L+4.75%	7.45%	12/12/2022	1,428		1,332		1,156		0.5	%
Blue Nile, Inc.	(15)	Senior Secured Loans - First Lien	L+6.50%	9.13%	2/17/2023	10,950		10,717		10,567		4.5	%
Beverages and More, Inc.	(13)	Senior Secured Bonds	N/A	11.50%	6/15/2022	900		726		671		0.3	%

Pet Holdings ULC	CN(10)(11)(15)	Senior Secured Loans - First Lien	L+5.50%	8.30%	7/5/2022	4,374		4,331		4,286		1.8	%
Pet Holdings ULC (Delayed Draw)	CN(10)(11)(15)	Senior Secured Loans - First Lien	L+5.50%	8.30%	7/5/2022	493		493		483		0.2	%
								4,824		4,769		2.0	%
Total Retail								17,599		17,163		7.3	%
Services: Business
24-7 Intouch	CN(10)(11)(15)	Senior Secured Loans - First Lien	L+4.25%	6.75%	8/20/2025	3,980		3,718		3,841		1.6	%

Alexander Mann Solutions (GBP Term Loan)	UK(10)(11)(13)	Senior Secured Loans - First Lien	G+5.50%	6.23%	8/11/2025	£	2,060	2,532		2,594		1.1	%
Alexander Mann Solutions (USD Term Loan)	UK(10)(11)(13)(15)	Senior Secured Loans - First Lien	L+5.50%	7.99%	8/11/2025	890		845		859		0.4	%
Alexander Mann Solutions (Revolver)	UK(9)(10)(11)(13)(15)(17)	Senior Secured Loans - First Lien	L+5.50%	N/A	8/9/2024	—		(51	)	(50	)	—	%
								3,326		3,403		1.5	%

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)



March 31, 2019 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾		Amortized Cost ^{(7) (8)}		Fair Value		% of Net Assets
Capstone Logistics		Senior Secured Loans - First Lien	L+4.50%	7.00%	10/7/2021	4,867		4,839		4,855		2.1	%
Clarion (Comet Bidco)	UK(10)(11)(13)(15)	Senior Secured Loans - First Lien	L+5.00%	7.63%	9/30/2024	5,940		5,837		5,806		2.4	%
ECG Management Consultants	(15)	Senior Secured Loans - First Lien	L+4.50%	7.10%	6/20/2024	1,518		1,505		1,505		0.6	%
HealthChannels, Inc.		Senior Secured Loans - First Lien	L+4.50%	7.01%	4/3/2025	2,878		2,822		2,846		1.2	%

Park Place Technologies		Senior Secured Loans - First Lien	L+4.00%	6.50%	3/29/2025	2,692		2,681		2,680		1.1	%
Park Place Technologies	(13)	Senior Secured Loans - Second Lien	L+8.00%	10.50%	3/29/2026	3,404		3,381		3,357		1.4	%
								6,062		6,037		2.5	%

SLR Consulting	UK(10)(11)(15)	Senior Secured Loans - First Lien	L+4.00%	6.49%	5/23/2025	1,588		1,548		1,550		0.7	%
SLR Consulting (Delayed Draw)	UK(9)(10)(11)(13)(15)(17)	Senior Secured Loans - First Lien	L+4.00%	N/A	5/23/2025	—		(8	)	(13	)	—	%
								1,540		1,537		0.7	%

YAK Access, LLC	(13)	Senior Secured Loans - Second Lien	L+10.00%	12.49%	7/10/2026	5,000		4,668		4,031		1.7	%
Total Services: Business								34,317		33,861		14.3	%
Technology
Advicent Solutions	(15)	Senior Secured Loans - First Lien	L+8.25%	10.85%	2/28/2022	7,036		6,932		6,934		2.9	%
Air Newco, LLC	(11)	Senior Secured Loans - First Lien	L+4.75%	7.24%	5/31/2024	2,798		2,792		2,796		1.2	%
Alfresco Software	(15)	Senior Secured Loans - First Lien	L+8.50%	11.10%	9/9/2024	3,311		3,241		3,244		1.4	%

Apptio, Inc. (Revolver)	(9)(13)(15)(17)	Senior Secured Loans - First Lien	L+7.25%	N/A	12/3/2024	—		(39	)	(39	)	—	%
Apptio, Inc.	(15)	Senior Secured Loans - First Lien	L+7.25%	9.74%	12/3/2024	3,916		3,873		3,874		1.6	%
								3,834		3,835		1.6	%

Bullhorn, Inc.	(15)	Senior Secured Loans - First Lien	L+6.75%	9.40%	11/21/2022	5,657		5,630		5,631		2.4	%
Bullhorn, Inc. (Delayed Draw)	(15)	Senior Secured Loans - First Lien	L+6.75%	9.40%	11/21/2022	1,497		1,491		1,490		0.6	%
Bullhorn, Inc. (Revolver)	(13)(15)	Senior Secured Loans - First Lien	L+6.75%	9.40%	11/21/2022	296		268		269		0.1	%
								7,389		7,390		3.1	%

Causeway Technologies	UK(10)(11)(15)	Senior Secured Loans - First Lien	G+6.50%	7.41%	6/2/2024	£	2,638	3,331		3,385		1.4	%
Causeway Technologies	UK(10)(11)(15)	Senior Secured Loans - First Lien	G+7.00%	7.00%	6/2/2024	£	338	426		440		0.2	%
								3,757		3,825		1.6	%

Cologix Holdings	(13)	Senior Secured Loans - First Lien	L+3.75%	6.23%	3/20/2024	2,000		1,920		1,926		0.8	%
Cologix Holdings		Senior Secured Loans - Second Lien	L+7.00%	9.49%	3/20/2025	3,000		2,975		2,904		1.2	%

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)



March 31, 2019 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾		Amortized Cost ^{(7) (8)}		Fair Value		% of Net Assets
								4,895		4,830		2.0	%

Cvent, Inc.		Senior Secured Loans - First Lien	L+3.75%	6.25%	11/29/2024	1,990		1,964		1,953		0.8	%

Datix Bidco Limited	(15)	Senior Secured Loans - First Lien	L+4.50%	7.28%	4/28/2025	1,931		1,896		1,914		0.8	%
Datix Bidco Limited	(15)	Senior Secured Loans - Second Lien	L+7.75%	10.53%	9/24/2026	462		454		457		0.2	%
								2,350		2,371		1.0	%

Kerridge Commercial Systems (USD Term Loan)	UK(10)(11)(15)	Senior Secured Loans - First Lien	L+4.75%	7.05%	1/22/2024	634		624		634		0.3	%
Kerridge Commercial Systems (GBP Term Loan)	UK(10)(11)(13)(15)	Senior Secured Loans - First Lien	G+4.25%	5.16%	1/22/2024	£	528	728		688		0.3	%
Kerridge Commercial Systems (Euro Delayed Draw)	UK(10)(11)(13)(15)	Senior Secured Loans - First Lien	E+4.75%	4.75%	1/22/2024	€	97	118		109		—	%
Kerridge Commercial Systems (GBP Delayed Draw)	UK(10)(11)(13)(15)	Senior Secured Loans - First Lien	G+4.25%	5.16%	1/22/2024	£	325	420		423		0.2	%
								1,890		1,854		0.8	%

Lytx, Inc.	(15)	Senior Secured Loans - First Lien	L+6.75%	9.25%	8/31/2023	6,532		6,410		6,413		2.7	%
Lytx, Inc.	(15)	Senior Secured Loans - First Lien	L+6.75%	9.24%	8/31/2023	1,465		1,427		1,438		0.6	%
Lytx, Inc. (Revolver)	(9)(13)(15)(17)	Senior Secured Loans - First Lien	L+6.75%	N/A	8/31/2022	—		(32	)	(32	)	—	%
								7,805		7,819		3.3	%

Ministry Brands	(15)	Senior Secured Loans - First Lien	L+4.00%	6.49%	12/2/2022	961		954		961		0.4	%
Ministry Brands (Delayed Draw)	(15)	Senior Secured Loans - First Lien	L+4.00%	6.50%	12/2/2022	511		509		511		0.2	%
Ministry Brands (Delayed Draw)	(15)	Senior Secured Loans - First Lien	L+4.00%	6.50%	12/2/2022	185		185		185		0.1	%
								1,648		1,657		0.7	%

Onyx CenterSource	(15)	Senior Secured Loans - First Lien	L+6.25%	9.06%	12/20/2021	6,975		6,956		6,975		3.0	%
Onyx CenterSource (Revolver)	(9)(13)(15)(17)	Senior Secured Loans - First Lien	L+6.25%	N/A	12/20/2021	—		(22	)	(22	)	—	%
								6,934		6,953		3.0	%

Planview, Inc	(15)	Senior Secured Loans - First Lien	L+5.25%	7.75%	1/27/2023	6,200		6,154		6,200		2.6	%
Planview, Inc.	(15)	Senior Secured Loans - First Lien	L+5.25%	7.75%	1/27/2023	394		394		394		0.2	%
Planview, Inc	(15)	Senior Secured Loans - Second Lien	L+9.75%	12.25%	7/27/2023	4,388		4,329		4,430		1.9	%
								10,877		11,024		4.7	%

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)



March 31, 2019 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾	Amortized Cost ^{(7) (8)}			Fair Value			% of Net Assets
Velocity Holdings US	(15)	Senior Secured Loans - First Lien	L+7.00%	9.61%	12/12/2023	5,469	5,359			5,363			2.3	%
Velocity Holdings US	(15)	Senior Secured Loans - First Lien	L+7.00%	9.79%	12/12/2023	1,154	1,119			1,131			0.5	%
Velocity Holdings US (Revolver)	(9)(13)(15)(17)	Senior Secured Loans - First Lien	L+7.00%	N/A	12/12/2022	—	(45		)	(45		)	—	%
							6,433			6,449			2.8	%

Wind River Systems	(15)	Senior Secured Loans - First Lien	L+6.75%	9.35%	6/24/2024	5,619	5,509			5,539			2.3	%
Total Technology							78,250			78,473			33.2	%
Telecommunications
Firstlight Fiber		Senior Secured Loans - First Lien	L+3.50%	6.00%	7/23/2025	2,248	2,237			2,221			0.9	%
Firstlight Fiber	(13)	Senior Secured Loans - Second Lien	L+7.50%	10.00%	7/23/2026	2,500	2,476			2,450			1.1	%
							4,713			4,671			2.0	%
Total Telecommunications							4,713			4,671			2.0	%
Transportation: Cargo
Flexi-Van Leasing Corp		Senior Secured Bonds	N/A	10.00%	2/15/2023	4,975	4,742			4,587			1.9	%
Total Transportation: Cargo							4,742			4,587			1.9	%
Utilities: Electric
BHI Energy	(15)	Senior Secured Loans - Second Lien	L+8.75%	11.63%	2/28/2025	6,000	5,898			5,895			2.5	%
Moxie Liberty, LLC	(15)	Senior Secured Loans - First Lien	L+6.50%	9.10%	8/21/2020	2,914	2,886			2,637			1.1	%
MRP Generation Holdings, LLC		Senior Secured Loans - First Lien	L+7.00%	9.60%	10/18/2022	4,875	4,686			4,705			2.0	%
Total Utilities: Electric							13,470			13,237			5.6	%
Utilities: Oil & Gas
Ferrellgas, LP	(11)	Senior Unsecured Debt	N/A	6.75%	1/15/2022	885	886			772			0.3	%
Ferrellgas, LP	(11)	Senior Unsecured Debt	N/A	6.75%	6/15/2023	1,855	1,786			1,618			0.7	%
							2,672			2,390			1.0	%

SeaPort	(15)	Senior Secured Loans - First Lien	L+5.50%	8.00%	10/31/2025	5,985	5,813			5,986			2.5	%
Total Utilities: Oil & Gas							8,485			8,376			3.5	%
Total Debt Investments							$	374,976		$	364,601		154.3	%

Equity investments - 4.6%
Banking, Finance, Insurance & Real Estate
Four Springs Capital Trust (Preferred Equity)	(11)(13)(14)(15)	Equity and Other	N/A	16.75%		210,044	$	4,148		$	4,202		1.8	%
Total Banking, Finance, Insurance & Real Estate							4,148			4,202			1.8	%

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)



March 31, 2019 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾	Amortized Cost ^{(7) (8)}		Fair Value		% of Net Assets
Energy: Oil & Gas
Maverick Natural Resources, LLC (Common Equity)	(15)(16)	Equity and Other	N/A	N/A		4,625	3,413		3,354		1.4	%
SandRidge Energy, Inc. (Common Equity)	(11)(13)(16)	Equity and Other	N/A	N/A		21,224	448		170		0.1	%
Total Energy: Oil & Gas							3,861		3,524		1.5	%
Technology
Alfresco Software (Common Equity)	(13)(15)(16)	Equity and Other	N/A	N/A		1,656	166		203		0.1	%
Lytx, Inc. (Preferred Equity)	(13)(14)(15)	Equity and Other	N/A	14.75%		2,604	2,604		2,604		1.1	%
Velocity Holdings US (Class A Units)	(13)(15)(16)	Equity and Other	N/A	N/A		231	231		231		0.1	%
Wolfhound Parent Inc.	(13)(15)	Equity and Other	N/A	N/A		1,975	30		30		—	%
Total Technology							3,031		3,068		1.3	%
Total Equity Investments							$	11,040	$	10,794	4.6	%

Total Investments - 158.9%							$	386,016	$	375,395	158.9	%



March 31, 2019 (in thousands)
Derivative Counterparty	Settlement Date	Amount Purchased			Amount Sold			Amortized Cost ^{(7) (8)}	Fair Value			% of Net Assets
Foreign Currency Forward Contracts
JPMorgan Chase Bank	4/12/2019	£	(2,039	)	$	(1,550	)	—	$	(19	)	—	%
JPMorgan Chase Bank	4/12/2019	$	26,578		€	20,273		—	$	157		0.1	%
JPMorgan Chase Bank	4/12/2019	$	782		£	697		—	$	(1	)	—	%
JPMorgan Chase Bank	4/12/2019	$	174		£	132		—	$	2		—	%
									$	139		0.1	%

_______________________


(1)	Security may be an obligation of one or more entities affiliated with the named portfolio company.


(2)	All debt and equity investments are income producing unless otherwise noted.

(3)

All investments are non-controlled/non-affiliated investments as defined by the 1940 Act. The provisions of the 1940 Act classify investments based on the level of control that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when we own 25% or less of the portfolio company’s voting securities and “controlled” when we own more than 25% of the portfolio company’s voting securities. The provisions of the 1940 Act also classify investments further based on the level of ownership that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when we own less than 5% of a portfolio company’s voting securities and “affiliated” when we own 5% or more of a portfolio company’s voting securities.

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

(4)

The periodic interest rate for all floating rate loans is indexed to London Interbank Offered Rate ("LIBOR" or "LIBO rate") (denoted as "L"), Euro Interbank Offered Rate ("EURIBOR") (denoted as "E"), British Pound Sterling LIBOR ("GBP LIBOR") (denoted as "G"), or Prime Rate (denoted as "P"). Pursuant to the terms of the underlying credit agreements, the base interest rates typically reset annually, semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these floating rate loans, the Consolidated Schedule of Investments presents the applicable margin over LIBOR, EURIBOR, GBP LIBOR, or Prime based on each respective credit agreement. As of March 31, 2019, LIBO rates ranged between 2.49% for 1-month LIBOR to 2.60% for 3-month LIBOR.


(5)	For portfolio companies with multiple interest rate contracts under a single credit agreement, the interest rate shown is a weighted average current interest rate in effect at March 31, 2019.


(6)	Unless noted otherwise, the principal amount (par amount) for all debt securities is denominated in U.S. dollars. Equity investments are recorded as number of shares owned.


(7)	Cost represents amortized cost, inclusive of any capitalized paid-in-kind income ("PIK"), for debt securities, and cost plus capitalized PIK, if any, for preferred stock.

(8)

As of March 31, 2019, the aggregate gross unrealized appreciation for all securities, including foreign currency forward contracts, in which there was an excess of value over tax cost was $2.2 million ; the aggregate gross unrealized depreciation for all securities, including foreign currency forward contracts, in which there was an excess of tax cost over value was $12.7 million; the net unrealized appreciation was $10.5 million; the aggregate cost of securities for Federal income tax purposes was $386.0 million.


(9)	The investment is either a delayed draw loan or a revolving credit facility whereby some or all of the investment commitment is undrawn as of March 31, 2019 (see Note 8. Commitments and Contingencies).


(10)	A portfolio company domiciled in a foreign country. The regulatory jurisdiction of security issuance may be a different country than the domicile of the portfolio company.


(11)	The investment is not a qualifying asset as defined in Section 55(a) of the 1940 Act. As of March 31, 2019, qualifying assets represented 82% of total assets. Under the 1940 Act we may not acquire any non-qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets.


(12)	Investment position or portion thereof unsettled as of March 31, 2019.


(13)	The investment position, or a portion thereof, was not pledged as collateral supporting the amounts outstanding under our credit facility as of March 31, 2019; (see Note 7. Borrowings).


(14)	The underlying credit agreement or indenture contains a PIK provision, whereby the issuer has either the option or the obligation to make interest payments with the issuance of additional securities. The interest rate in the schedule represents the current interest rate in effect for these investments.



	Coupon Rate		PIK Component		Cash Component		PIK Option
Four Springs Capital Trust	16.75	%	16.75	%	—	%	The Portfolio Company may elect PIK up to 16.75%
Gladman Developments Ltd.	G+9.50%		2.75	%	G+6.75%		The Portfolio Company may elect PIK up to 2.75%
Lytx, Inc.	14.75	%	14.75	%	—	%	The Portfolio Company may elect PIK up to 14.75%
McGraw-Hill Global Education Holdings	11.00	%	—	%	11.00	%	The Portfolio Company may elect partial PIK up to 50% of the interest of the period or full PIK of 11.00%


(15)	Investments value was determined using significant unobservable inputs (see Note 2. Significant Accounting Policies).


(16)	Non-income producing security.


(17)	The negative fair value is the result of the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.


(18)	Investment was on non-accrual status as of March 31, 2019, meaning that the Master Fund has ceased recognizing interest income on these investments. As of March 31, 2019, debt investments on non-accrual status represented 2.5% and 0.8% of total investments on an amortized cost basis and fair value basis, respectively.

Abbreviations:

CN = Canada; UK = United Kingdom; IT = Italy; IR=Ireland

See Unaudited Notes to Consolidated Financial Statements.

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS



December 31, 2018 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾		Amortized Cost ^{(7) (8)}			Fair Value			% of Net Assets
INVESTMENTS
Debt investments - 153.9%
Aerospace & Defense
Advanced Integration Technology	(15)	Senior Secured Loans - First Lien	L+4.75%	7.46%	4/3/2023	1,256		$	1,256		$	1,244		0.5	%
National Technical Systems	(15)	Senior Secured Loans - First Lien	L+6.25%	8.60%	6/12/2021	3,470		3,448			3,331			1.4	%
Tronair, Inc	(15)	Senior Secured Loans - First Lien	L+4.75%	7.56%	9/8/2023	3,910		3,879			3,792			1.6	%
Total Aerospace & Defense								8,583			8,367			3.5	%
Automotive
Accuride Corp.		Senior Secured Loans - First Lien	L+5.25%	8.05%	11/17/2023	11,760		11,425			11,270			4.8	%
BBB Industries		Senior Secured Loans - First Lien	L+4.50%	6.88%	8/1/2025	1,995		1,976			1,960			0.8	%
EnTrans International, LLC	(15)	Senior Secured Loans - First Lien	L+6.00%	8.52%	11/1/2024	4,000		3,804			3,980			1.7	%

Mavis Tire Express Services Corp.	(15)	Senior Secured Loans - First Lien	L+3.25%	5.75%	3/20/2025	3,165		3,151			3,063			1.3	%
Mavis Tire Express Services Corp. (Delayed Draw)	(15)	Senior Secured Loans - First Lien	L+3.25%	5.75%	3/20/2025	76		75			73			—	%
Mavis Tire Express Services Corp. (Revolver)	(9)(13)(15)(17)	Senior Secured Loans - First Lien	L+3.25%	N/A	2/28/2025	—		(24		)	(23		)	—	%
Mavis Tire Express Services Corp. (Delayed Draw)	(9)(15)(17)	Senior Secured Loans - First Lien	N/A	N/A	3/20/2025	—		—			(14		)	—	%
								3,202			3,099			1.3	%

Trico Group LLC	(15)	Senior Secured Loans - First Lien	L+6.50%	9.21%	2/2/2024	5,366		5,235			5,272			2.2	%
WESCO Group	(13)(15)	Senior Secured Loans - First Lien	L+4.25%	7.06%	6/14/2024	1,260		1,244			1,246			0.5	%
Total Automotive								26,886			26,827			11.3	%
Banking, Finance, Insurance & Real Estate
Gladman Developments Ltd.	UK(10)(11)(13)(14)(15)	Senior Secured Loans - First Lien	G+6.75%	10.39%	8/16/2024	£	2,405	2,999			2,975			1.3	%
Gladman Developments Ltd. (Delayed Draw)	UK(9)(10)(11)(13)(15)(17)	Senior Secured Loans - First Lien	G+6.75%	N/A	8/16/2024	£	—	(31		)	(49		)	—	%
								2,968			2,926			1.3	%

Hunt Companies, Inc.	(11)	Senior Secured Bonds	N/A	6.25%	2/15/2026	4,000		4,000			3,418			1.4	%
JZ Capital Partners Ltd.	UK(10)(11)(13)(15)	Senior Secured Loans - First Lien	L+5.75%	8.53%	6/14/2021	375		367			371			0.2	%
Total Banking, Finance, Insurance & Real Estate								7,335			6,715			2.9	%
Beverage, Food & Tobacco
Addo Foods Group	UK(10)(11)(15)	Senior Secured Loans - First Lien	G+8.00%	9.00%	4/19/2024	£	10,000	12,192			12,380			5.2	%
Blue Harvest Fisheries	(15)	Senior Secured Loans - First Lien	L+7.00%	9.53%	7/29/2022	4,800		4,754			4,757			2.0	%

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS



December 31, 2018 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾	Amortized Cost ^{(7) (8)}	Fair Value		% of Net Assets
CTI Foods	(12)	Senior Secured Loans - First Lien	L+3.50%	6.10%	6/29/2020	5,370	5,001	4,077		1.7	%
CTI Foods	(18)	Senior Secured Loans - Second Lien	L+7.25%	9.85%	6/28/2021	5,000	4,774	533		0.2	%
							9,775	4,610		1.9	%

Kar Nut Products Co.	(15)	Senior Secured Loans - First Lien	L+4.50%	7.02%	3/31/2023	907	900	896		0.4	%
Kar Nut Products Co.	(15)	Senior Secured Loans - First Lien	L+4.50%	7.02%	3/31/2023	844	836	833		0.4	%
							1,736	1,729		0.8	%

Parts Town, LLC	(15)	Senior Secured Loans - First Lien	L+4.00%	6.80%	12/9/2024	4,208	4,190	4,123		1.7	%
Parts Town, LLC	(13)(15)	Senior Secured Loans - Second Lien	L+8.00%	10.80%	12/8/2025	4,250	4,215	4,208		1.8	%
							8,405	8,331		3.5	%
Total Beverage, Food & Tobacco							36,862	31,807		13.4	%
Capital Equipment
Cleaver Brooks, Inc.		Senior Secured Bonds	N/A	7.88%	3/1/2023	2,000	2,000	1,930		0.8	%
Great Lakes Dredge and Dock	(11)(13)	Senior Unsecured Debt	N/A	8.00%	5/15/2022	1,488	1,514	1,512		0.7	%
Total Capital Equipment							3,514	3,442		1.5	%
Chemicals, Plastics & Rubber
Ilpea Parent, Inc	IT(10)(11)(15)	Senior Secured Loans - First Lien	L+4.75%	7.28%	3/2/2023	5,665	5,602	5,608		2.4	%
Total Chemicals, Plastics & Rubber							5,602	5,608		2.4	%
Construction & Building
GAL Manufacturing	(15)	Senior Secured Loans - First Lien	L+4.00%	6.52%	6/26/2023	5,483	5,409	5,325		2.2	%
GAL Manufacturing	(13)(15)	Senior Secured Loans - Second Lien	L+8.25%	10.77%	6/26/2024	6,000	5,894	5,847		2.5	%
GAL Manufacturing (Revolver)	(9)(13)(15)	Senior Secured Loans - First Lien	L+4.25%	N/A	6/24/2022	49	10	11		—	%
							11,313	11,183		4.7	%

Springs Window Fashions, LLC		Senior Secured Loans - First Lien	L+4.25%	6.72%	6/15/2025	2,985	2,957	2,909		1.2	%
Springs Window Fashions, LLC		Senior Secured Loans - Second Lien	L+8.50%	10.97%	6/15/2026	3,000	2,856	2,783		1.2	%
							5,813	5,692		2.4	%
Total Construction & Building							17,126	16,875		7.1	%
Consumer Goods: Non-Durable
Galls LLC	(15)	Senior Secured Loans - First Lien	L+6.25%	8.77%	1/31/2025	3,657	3,621	3,584		1.5	%
Galls LLC (Delayed Draw)	(15)	Senior Secured Loans - First Lien	L+6.25%	8.62%	1/31/2025	411	407	403		0.2	%
Galls LLC (Revolver)	(9)(13)(15)	Senior Secured Loans - First Lien	L+6.25%	8.49%	1/31/2024	274	207	208		0.1	%
Galls LLC (Delayed Draw)	(9)(15)(17)	Senior Secured Loans - First Lien	N/A	N/A	1/31/2025	—	—	(14	)	—	%
							4,235	4,181		1.8	%

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS



December 31, 2018 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾		Amortized Cost ^{(7) (8)}	Fair Value	% of Net Assets
Implus Footcare, LLC	(15)	Senior Secured Loans - First Lien	L+6.75%	9.55%	4/30/2021	894		887	889	0.4	%
Implus Footcare, LLC	(15)	Senior Secured Loans - First Lien	L+6.75%	9.55%	4/30/2021	4,610		4,577	4,583	1.9	%
								5,464	5,472	2.3	%
Total Consumer Goods: Non-Durable								9,699	9,653	4.1	%
Consumer Goods: Durable
Williams Scotsman International, Inc.	(11)(13)	Senior Secured Bonds	N/A	7.88%	12/15/2022	4,000		4,129	3,910	1.7	%
Total Consumer Goods: Durable								4,129	3,910	1.7	%
Containers, Packaging & Glass
Bioplan USA, Inc.		Senior Secured Loans - First Lien	L+4.75%	7.27%	9/23/2021	5,294		4,944	4,994	2.1	%

Resource Label Group LLC	(15)	Senior Secured Loans - First Lien	L+4.50%	7.15%	5/26/2023	3,484		3,457	3,431	1.4	%
Resource Label Group LLC	(15)	Senior Secured Loans - Second Lien	L+8.50%	11.15%	11/26/2023	3,000		2,962	2,978	1.3	%
								6,419	6,409	2.7	%
Total Containers, Packaging & Glass								11,363	11,403	4.8	%
Energy: Oil & Gas
Basic Energy Services Inc	(13)	Senior Secured Bonds	N/A	10.75%	10/15/2023	2,000		1,982	1,709	0.7	%
Navajo Nation Oil and Gas	(15)	Senior Secured Loans - First Lien	L+7.50%	10.30%	6/14/2022	4,813		4,770	4,722	2.0	%
Penn Virginia	(11)(13)(15)	Senior Secured Loans - Second Lien	L+7.00%	9.53%	9/29/2022	3,000		2,951	3,000	1.3	%
Permian Production Partners	(15)	Senior Secured Loans - First Lien	L+6.00%	8.51%	5/20/2024	3,900		3,756	3,822	1.6	%
Total Energy: Oil & Gas								13,459	13,253	5.6	%
Healthcare & Pharmaceuticals
Alegeus Technologies, LLC.	(15)	Senior Secured Loans - First Lien	L+6.25%	8.66%	9/5/2024	8,000		7,924	7,860	3.3	%

Alltech	(13)(15)	Senior Unsecured Debt	L+8.25%	10.77%	7/21/2023	14,375		14,230	14,238	6.0	%
Alltech	(13)(15)	Senior Unsecured Debt	E+8.25%	9.25%	7/21/2023	€	601	621	682	0.3	%
								14,851	14,920	6.3	%

Endo Pharmaceuticals Finance Co.	IR(10)(11)(13)	Senior Unsecured Debt	N/A	5.38%	1/15/2023	4,250		3,480	3,230	1.4	%
WIRB-Copernicus Group	(15)	Senior Secured Loans - Second Lien	L+8.25%	10.77%	8/15/2023	12,000		11,798	11,891	5.0	%
Total Healthcare & Pharmaceuticals								38,053	37,901	16.0	%
Hotel, Gaming & Leisure
Stadium Management Group		Senior Secured Loans - First Lien	L+3.00%	5.52%	1/23/2025	2,382		2,379	2,315	1.0	%
Stadium Management Group	(13)	Senior Secured Loans - Second Lien	L+7.00%	9.52%	1/23/2026	2,400		2,395	2,372	1.0	%
								4,774	4,687	2.0	%

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS



December 31, 2018 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾		Amortized Cost ^{(7) (8)}		Fair Value		% of Net Assets
Total Hotel, Gaming & Leisure								4,774		4,687		2.0	%
Media: Advertising, Printing & Publishing
Boats Group	(15)	Senior Secured Loans - First Lien	L+4.25%	6.77%	5/17/2024	6,480		6,413		6,419		2.7	%
Boats Group	(15)	Senior Secured Loans - Second Lien	L+8.00%	10.50%	11/18/2024	4,000		3,956		3,922		1.6	%
Boats Group (Revolver)	(9)(13)(15)(17)	Senior Secured Loans - First Lien	L+4.25%	N/A	9/9/2021	—		(69	)	(57	)	—	%
								10,300		10,284		4.3	%

McGraw-Hill Global Education Holdings		Senior Secured Loans - First Lien	L+4.00%	6.52%	5/4/2022	1,980		1,961		1,795		0.7	%
McGraw-Hill Global Education Holdings	(13)(14)(15)	Senior Unsecured Debt	N/A	11.00%	4/20/2022	2,000		1,957		1,746		0.7	%
McGraw-Hill Global Education Holdings	(13)	Senior Unsecured Debt	N/A	7.88%	5/15/2024	2,000		1,933		1,560		0.7	%
								5,851		5,101		2.1	%

Trader Interactive	(15)	Senior Secured Loans - First Lien	L+6.50%	9.02%	6/15/2024	8,196		8,147		7,919		3.4	%
Trader Interactive (Revolver)	(9)(13)(15)(17)	Senior Secured Loans - First Lien	L+6.50%	N/A	6/15/2023	—		(39	)	(39	)	—	%
								8,108		7,880		3.4	%
Total Media: Advertising, Printing & Publishing								24,259		23,265		9.8	%
Retail
Belk, Inc.		Senior Secured Loans - First Lien	L+4.75%	7.36%	12/12/2022	1,433		1,331		1,163		0.5	%
Blue Nile, Inc.	(15)	Senior Secured Loans - First Lien	L+6.50%	9.02%	2/17/2023	11,100		10,852		11,072		4.7	%
Beverages and More, Inc.	(13)	Senior Secured Bonds	N/A	11.50%	6/15/2022	900		717		693		0.3	%

Pet Holdings ULC	CN(10)(11)(15)	Senior Secured Loans - First Lien	L+5.50%	7.90%	7/5/2022	4,385		4,339		4,319		1.8	%
Pet Holdings ULC (Delayed Draw)	CN(10)(11)(15)	Senior Secured Loans - First Lien	L+5.50%	7.90%	7/5/2022	494		494		487		0.2	%
								4,833		4,806		2.0	%

Welcome Break Limited	UK(10)(11)(15)	Senior Secured Loans - Second Lien	G+8.00%	8.82%	1/30/2023	1,540		1,902		1,943		0.8	%
Total Retail								19,635		19,677		8.3	%
Services: Business
24-7 Intouch	CN(10)(11)(15)	Senior Secured Loans - First Lien	L+4.25%	6.76%	8/20/2025	3,990		3,720		3,821		1.6	%

Alexander Mann Solutions (USD Term Loan)	UK(10)(11)(13)(15)	Senior Secured Loans - First Lien	L+5.50%	7.97%	8/11/2025	890		844		857		0.4	%
Alexander Mann Solutions (GBP Term Loan)	UK(10)(11)(13)	Senior Secured Loans - First Lien	G+5.50%	6.23%	8/11/2025	£	2,060	2,528		2,539		1.1	%

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS



December 31, 2018 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾	Amortized Cost ^{(7) (8)}		Fair Value		% of Net Assets
Alexander Mann Solutions (Revolver)	UK(9)(10)(11)(13)(15)(17)	Senior Secured Loans - First Lien	L+5.50%	N/A	8/9/2024	—	(53	)	(52	)	—	%
							3,319		3,344		1.5	%

Capstone Logistics		Senior Secured Loans - First Lien	L+4.50%	7.02%	10/7/2021	4,867	4,838		4,810		2.0	%
Clarion (Comet Bidco)	UK(10)(11)(13)	Senior Secured Loans - First Lien	L+5.00%	7.71%	9/30/2024	5,940	5,832		5,792		2.5	%
ECG Management Consultants	(15)	Senior Secured Loans - First Lien	L+4.50%	7.30%	6/20/2024	1,522	1,508		1,499		0.6	%
HealthChannels, Inc.		Senior Secured Loans - First Lien	L+4.50%	6.88%	4/3/2025	2,886	2,827		2,835		1.2	%

Park Place Technologies	(15)	Senior Secured Loans - First Lien	L+4.00%	6.52%	3/29/2025	2,699	2,688		2,675		1.1	%
Park Place Technologies	(13)(15)	Senior Secured Loans - Second Lien	L+8.00%	10.52%	3/29/2026	3,404	3,381		3,387		1.4	%
							6,069		6,062		2.5	%

SLR Consulting	UK(10)(11)(13)(15)	Senior Secured Loans - First Lien	L+4.00%	6.50%	5/23/2025	1,588	1,547		1,498		0.7	%
SLR Consulting (Delayed Draw)	UK(9)(10)(11)(13)(15)(17)	Senior Secured Loans - First Lien	L+4.00%	1.40%	5/23/2025	—	(8	)	(29	)	—	%
							1,539		1,469		0.7	%

YAK Access, LLC	(13)(15)	Senior Secured Loans - Second Lien	L+10.00%	12.43%	7/10/2026	5,000	4,661		4,050		1.7	%
Total Services: Business							34,313		33,682		14.3	%
Technology
Advicent Solutions	(15)	Senior Secured Loans - First Lien	L+8.25%	11.05%	2/28/2022	7,054	6,941		6,945		2.9	%
Air Newco, LLC	(11)	Senior Secured Loans - First Lien	L+4.75%	7.14%	5/31/2024	2,805	2,798		2,784		1.2	%
Alfresco Software	(15)	Senior Secured Loans - First Lien	L+8.50%	11.27%	9/9/2024	3,311	3,238		3,232		1.4	%

Apptio, Inc.	(9)(12)(13)(15)(17)	Senior Secured Loans - First Lien	N/A	N/A	12/3/2024	—	(41	)	(40	)	—	%
Apptio, Inc.	(12)(15)	Senior Secured Loans - First Lien	L+7.25%	9.77%	12/3/2024	3,916	3,872		3,872		1.6	%
							3,831		3,832		1.6	%

Bullhorn, Inc.	(15)	Senior Secured Loans - First Lien	L+6.75%	9.40%	11/21/2022	5,671	5,643		5,533		2.3	%
Bullhorn, Inc. (Delayed Draw)	(13)(15)	Senior Secured Loans - First Lien	L+6.75%	9.40%	11/21/2022	1,501	1,494		1,464		0.6	%
Bullhorn, Inc. (Revolver)	(13)(15)	Senior Secured Loans - First Lien	L+6.75%	0.50%	11/21/2022	296	266		268		0.1	%
							7,403		7,265		3.0	%

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS



December 31, 2018 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾		Amortized Cost ^{(7) (8)}		Fair Value		% of Net Assets
Causeway Technologies	UK(10)(11)(12)(15)	Senior Secured Loans - First Lien	G+6.50%	7.41%	6/2/2024	2,638		3,335		3,296		1.4	%
Causeway Technologies	UK(10)(11)(12)(15)	Senior Secured Loans - First Lien	G+7.00%	7.00%	6/2/2024	338		426		430		0.2	%
								3,761		3,726		1.6	%

Cologix Holdings		Senior Secured Loans - Second Lien	L+7.00%	9.52%	3/20/2025	3,000		2,974		2,925		1.2	%
Cvent, Inc.	(13)(15)	Senior Secured Loans - First Lien	L+3.75%	6.27%	11/29/2024	1,995		1,968		1,915		0.8	%

Datix Bidco Limited	(15)	Senior Secured Loans - First Lien	L+4.50%	7.28%	4/28/2025	1,931		1,895		1,899		0.8	%
Datix Bidco Limited	(15)	Senior Secured Loans - Second Lien	L+7.75%	10.53%	9/24/2026	462		453		451		0.2	%
								2,348		2,350		1.0	%

Kerridge Commercial Systems (USD Term Loan)	UK(10)(11)(13)(15)	Senior Secured Loans - First Lien	L+4.75%	7.05%	1/22/2024	634		624		622		0.3	%
Kerridge Commercial Systems (GBP Term Loan)	UK(10)(11)(13)(15)	Senior Secured Loans - First Lien	G+4.25%	5.16%	1/22/2024	£	528	728		660		0.3	%
Kerridge Commercial Systems (Euro Delayed Draw)	UK(10)(11)(13)(15)	Senior Secured Loans - First Lien	E+4.75%	4.75%	1/22/2024	€	97	117		110		—	%
Kerridge Commercial Systems (GBP Term Loan)	UK(10)(11)(13)(15)	Senior Secured Loans - First Lien	G+4.25%	5.16%	1/22/2024	£	325	420		412		0.2	%
								1,889		1,804		0.8	%

Lytx, Inc.	(15)	Senior Secured Loans - First Lien	L+6.75%	9.27%	8/31/2023	6,549		6,421		6,394		2.7	%
Lytx, Inc.	(15)	Senior Secured Loans - First Lien	L+6.75%	9.27%	8/31/2023	1,468		1,429		1,433		0.6	%
Lytx, Inc. (Revolver)	(9)(13)(15)(17)	Senior Secured Loans - First Lien	L+6.75%	N/A	8/31/2022	—		(34	)	(34	)	—	%
								7,816		7,793		3.3	%

Ministry Brands	(13)(15)	Senior Secured Loans - First Lien	L+4.00%	6.52%	12/2/2022	963		956		963		0.4	%
Ministry Brands (Delayed Draw)	(13)(15)	Senior Secured Loans - First Lien	L+4.00%	6.52%	12/2/2022	512		510		512		0.2	%
Ministry Brands (Delayed Draw)	(13)(15)	Senior Secured Loans - First Lien	L+4.00%	6.52%	12/2/2022	186		186		186		0.1	%
								1,652		1,661		0.7	%

Onyx CenterSource	(15)	Senior Secured Loans - First Lien	L+6.25%	9.06%	12/20/2021	6,993		6,972		6,993		3.0	%
Onyx CenterSource (Revolver)	(9)(13)(15)(17)	Senior Secured Loans - First Lien	L+6.25%	N/A	12/20/2021	—		(24	)	(24	)	—	%
								6,948		6,969		3.0	%

Planview, Inc.	(15)	Senior Secured Loans - First Lien	L+5.25%	7.77%	1/27/2023	6,215		6,167		6,215		2.6	%

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS



December 31, 2018 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾	Amortized Cost ^{(7) (8)}			Fair Value			% of Net Assets
Planview, Inc.	(15)	Senior Secured Loans - First Lien	L+5.25%	7.77%	1/27/2023	395	395			395			0.2	%
Planview, Inc.	(15)	Senior Secured Loans - Second Lien	L+9.75%	12.27%	7/27/2023	4,388	4,328			4,341			1.9	%
							10,890			10,951			4.7	%

Velocity Holdings US	(15)	Senior Secured Loans - First Lien	L+7.00%	9.79%	12/12/2023	5,483	5,368			5,341			2.3	%
Velocity Holdings US (Revolver)	(9)(13)(15)	Senior Secured Loans - First Lien	L+7.00%	9.33%	12/12/2022	346	299			299			0.1	%
							5,667			5,640			2.4	%

Wind River Systems	(9)(13)(15)(17)	Senior Secured Loans - First Lien	N/A	N/A	3/17/2019	—	(30		)	(34		)	—	%
Wind River Systems	(13)(15)	Senior Secured Loans - First Lien	L+6.75%	9.57%	6/24/2024	5,647	5,482			5,562			2.4	%
							5,452			5,528			2.4	%
Total Technology							75,576			75,320			32.0	%
Telecommunications
Firstlight Fiber		Senior Secured Loans - First Lien	L+3.50%	6.02%	7/23/2025	2,253	2,242			2,240			1.0	%
Firstlight Fiber	(13)	Senior Secured Loans - Second Lien	L+7.50%	10.02%	7/23/2026	2,500	2,476			2,456			1.0	%
							4,718			4,696			2.0	%
Total Telecommunications							4,718			4,696			2.0	%
Transportation: Cargo
Flexi-Van Leasing Corp		Senior Secured Bonds	N/A	10.00%	2/15/2023	4,975	4,730			4,030			1.7	%
Total Transportation: Cargo							4,730			4,030			1.7	%
Utilities: Electric
BHI Energy	(15)	Senior Secured Loans - Second Lien	L+8.75%	11.63%	2/28/2025	6,000	5,895			5,880			2.5	%
Moxie Patriot, LLC		Senior Secured Loans - First Lien	L+6.50%	9.30%	8/21/2020	2,922	2,888			2,634			1.1	%
MRP Generation Holdings, LLC	(15)	Senior Secured Loans - First Lien	L+7.00%	9.80%	10/18/2022	4,888	4,687			4,668			2.0	%
Total Utilities: Electric							13,470			13,182			5.6	%

Utilities: Oil & Gas
Ferrellgas, LP	(11)	Senior Unsecured Debt	N/A	6.75%	1/15/2022	2,250	2,219			1,834			0.8	%
Ferrellgas, LP	(11)	Senior Unsecured Debt	N/A	6.75%	6/15/2023	1,855	1,782			1,493			0.6	%
							4,001			3,327			1.4	%

SeaPort	(15)	Senior Secured Loans - First Lien	L+5.50%	8.03%	10/31/2025	6,000	5,823			6,000			2.5	%
Total Utilities: Oil & Gas							9,824			9,327			3.9	%
Total Debt Investments							$	373,910		$	363,627		153.9	%

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS



December 31, 2018 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾	Amortized Cost ^{(7) (8)}		Fair Value		% of Net Assets
Equity investments - 4.4%
Banking, Finance, Insurance & Real Estate
Four Springs Capital Trust (Preferred Equity)	(11)(13)(14)(15)	Equity and Other	N/A	16.75%		201,713	$	3,983	$	4,034	1.7	%
Total Banking, Finance, Insurance & Real Estate							3,983		4,034		1.7	%
Energy: Oil & Gas
Maverick Natural Resources, LLC (Common Equity)	(15)(16)	Equity and Other	N/A	N/A		4,625	3,413		3,222		1.3	%
SandRidge Energy, Inc. (Common Equity)	(11)(13)(16)	Equity and Other	N/A	N/A		21,224	448		162		0.1	%
Total Energy: Oil & Gas							3,861		3,384		1.4	%
Technology
Alfresco Software (Common Equity)	(13)(15)(16)	Equity and Other	N/A	N/A		1,656	165		204		0.1	%
Lytx, Inc. (Preferred Equity)	(13)(14)(15)	Equity and Other	N/A	14.75%		2,604	2,604		2,604		1.1	%
Velocity Holdings US (Class A Units)	(13)(15)(16)	Equity and Other	N/A	N/A		231	231		231		0.1	%
Wolfhound Parent Inc.	(13)(15) (16)	Equity and Other	N/A	N/A		1,975	30		30		—	%
Total Technology							3,030		3,069		1.3	%
Total Equity Investments							$	10,874	$	10,487	4.4	%

Total Investments - 158.3%							$	384,784	$	374,114	158.3	%



December 31, 2018 (in thousands)
Derivative Counterparty	Settlement Date	Amount Purchased			Amount Sold			Amortized Cost ^{(7) (8)}	Fair Value			% of Net Assets
Foreign Currency Forward Contracts
JPMorgan Chase Bank	1/14/2019	£	(108	)	$	(85	)	—	$	1		—	%
JPMorgan Chase Bank	1/14/2019	$	841		£	665		—	$	(7	)	—	%
JPMorgan Chase Bank	1/14/2019	$	27,982		£	22,230		—	$	(373	)	(0.2	)%
JPMorgan Chase Bank	1/14/2019	$	795		€	697		—	$	(5	)	—	%
									$	(384	)	(0.2	)%

_______________________


(1)	Security may be an obligation of one or more entities affiliated with the named portfolio company.


(2)	All debt and equity investments are income producing unless otherwise noted.

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

(3)

(4)

The periodic interest rate for all floating rate loans is indexed to London Interbank Offered Rate ("LIBOR" or "LIBO rate") (denoted as "L"), Euro Interbank Offered Rate ("EURIBOR") (denoted as "E"), British Pound Sterling LIBOR ("GBP LIBOR") (denoted as "G"), or Prime Rate (denoted as "P"). Pursuant to the terms of the underlying credit agreements, the base interest rates typically reset annually, semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these floating rate loans, the Consolidated Schedule of Investments presents the applicable margin over LIBOR, EURIBOR, GBP LIBOR, or Prime based on each respective credit agreement. As of December 31, 2018, LIBO rates ranged between 2.50% for 1-month LIBOR to 2.81% for 3-month LIBOR.


(5)	For portfolio companies with multiple interest rate contracts under a single credit agreement, the interest rate shown is a weighted average current interest rate in effect at December 31, 2018.


(6)	Unless noted otherwise, the principal amount (par amount) for all debt securities is denominated in U.S. dollars. Equity investments are recorded as number of shares owned.


(7)	Cost represents amortized cost, inclusive of any capitalized paid-in-kind income ("PIK"), for debt securities, and cost plus capitalized PIK, if any, for preferred stock.

(8)

As of December 31, 2018, the aggregate gross unrealized appreciation for all securities, including foreign currency forward contracts, in which there was an excess of value over tax cost was $1.6 million ; the aggregate gross unrealized depreciation for all securities, including foreign currency forward contracts, in which there was an excess of tax cost over value was $12.7 million; the net unrealized appreciation was $11.1 million; the aggregate cost of securities for Federal income tax purposes was $384.8 million.


(9)	The investment is either a delayed draw loan or a revolving credit facility whereby some or all of the investment commitment is undrawn as of December 31, 2018 (see Note 8. Commitments and Contingencies).


(10)	A portfolio company domiciled in a foreign country. The regulatory jurisdiction of security issuance may be a different country than the domicile of the portfolio company.


(11)	The investment is not a qualifying asset as defined in Section 55(a) of the 1940 Act. As of December 31, 2018, qualifying assets represented 81% of total assets. Under the 1940 Act we may not acquire any non-qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets.


(12)	Investment position or portion thereof unsettled as of December 31, 2018.


(13)	The investment position, or a portion thereof, was not pledged as collateral supporting the amounts outstanding under our credit facility as of December 31, 2018; (see Note 7. Borrowings).


(14)	The underlying credit agreement or indenture contains a PIK provision, whereby the issuer has either the option or the obligation to make interest payments with the issuance of additional securities. The interest rate in the schedule represents the current interest rate in effect for these investments.



	Coupon Rate		PIK Component		Cash Component		PIK Option
Four Springs Capital Trust	16.75	%	16.75	%	—	%	The Portfolio Company may elect PIK up to 16.75%
Gladman Developments Ltd.	G+9.50%		2.75	%	G+6.75%		The Portfolio Company may elect PIK up to 2.75%
Lytx, Inc.	14.75	%	14.75	%	—	%	The Portfolio Company may elect PIK up to 14.75%
McGraw-Hill Global Education Holdings	11.00	%	—	%	11.00	%	The Portfolio Company may elect partial PIK up to 50% of the interest of the period or full PIK of 11.75%


(15)	Investments value was determined using significant unobservable inputs (see Note 2. Significant Accounting Policies).


(16)	Non-income producing security.


(17)	The negative fair value is the result of the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS


(18)	Investment was on non-accrual status as of December 31, 2018, meaning that the Master Fund has ceased recognizing interest income on these investments. As of December 31, 2018, debt investments on non-accrual status represented 1.2% and 0.1% of total investments on an amortized cost basis and fair value basis, respectively.

Abbreviations:

CN = Canada; UK = United Kingdom; IT = Italy; IR=Ireland

See Unaudited Notes to Consolidated Financial Statements.

GUGGENHEIM CREDIT INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except share and per share data, percentages and as otherwise indicated;

for example, with the word “million” or otherwise)

Note 1. Principal Business and Organization

Guggenheim Credit Income Fund (the “Master Fund”) was formed as a Delaware statutory trust on September 5, 2014. The Master Fund's investment objectives are to provide its shareholders with current income, capital preservation, and, to a lesser extent, long-term capital appreciation by investing primarily in privately-negotiated loans to private middle market U.S. companies. On April 1, 2015, the Master Fund elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). The Master Fund commenced investment operations on April 2, 2015. The Master Fund serves as the master fund in a master fund/feeder fund structure. The Master Fund issues its shares ("Shares" or "Common Shares") to one or more affiliated feeder funds in a continuous series of private placement transactions.

Guggenheim Partners Investment Management, LLC ("Guggenheim" or the "Advisor") 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.

As of March 31, 2019, the Master Fund had one wholly-owned subsidiary, Hamilton Finance LLC ("Hamilton"), a special purpose financing subsidiary organized for the purpose of arranging secured debt financing, entering into credit agreements, and borrowing money to invest in portfolio companies.

Note 2. Significant Accounting Policies

Basis of Presentation

Management has determined that the Master Fund meets the definition of an investment company and adheres to the accounting and reporting guidance in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 946 — Financial Services — Investment Companies ("ASC 946").

The Master Fund's interim consolidated financial statements have been prepared pursuant to the requirements for reporting on Form 10-Q and the disclosure requirements as 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 consolidated 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.

Principles of Consolidation

As provided under ASC 946, the Master Fund will generally not consolidate its investment in a company other than an investment in an investment company or an operating company whose business consists of providing substantially all of its services to the benefit of the Master Fund. Accordingly, the Master Fund consolidated the results of its wholly-owned subsidiary in its consolidated financial statements. All intercompany balances and transactions have been eliminated.

Reclassifications

Certain prior period amounts may be reclassified to conform to the current presentation, with no effect on our financial condition, results of operations or cash flows.

Use of Estimates

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

Notes to Consolidated Financial Statements (Unaudited)

Cash

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

Restricted Cash

Restricted cash consists of cash collateral that has been pledged to cover obligations of the Master Fund according to its derivative contracts and demand deposits held at a major U.S. financial institution on behalf of Hamilton. Hamilton may be restricted in the distribution of cash to the Master Fund, as governed by the terms of the Hamilton Credit Facility (see Note 7. Borrowings). Management believes the credit risk related to its demand deposits is minimal.

Valuation of Investments

The Master Fund measures the value of its investments in accordance with ASC Topic 820 — Fair Value Measurement (“ASC 820”), issued by the FASB. Fair value is the price 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. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Master Fund considers its principal market to be the market that has the greatest volume and level of activity.

ASC 820 defines hierarchical levels directly related to the amount of subjectivity associated with the inputs used to determine fair values of assets and liabilities. The hierarchical levels and types of inputs used to measure fair value for each level are described as follows:

Level 1 - Quoted prices are available in active markets for identical investments as of the reporting date. Publicly listed equities and debt securities, publicly listed derivatives, money market/short-term investment funds, and foreign currency are generally included in Level 1. The Master Fund does not adjust the quoted price for these investments.

Level 2 - Valuation inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. In certain cases, debt and equity securities are valued on the basis of prices from orderly transactions for similar investments in active markets between market participants and provided by reputable dealers or independent pricing services. In determining the value of a particular investment, independent pricing services may use certain information with respect to transactions in such investments, quotations from multiple dealers or brokers, pricing matrices, market transactions in comparable investments, and various relationships between investments. Investments generally included in this category are corporate bonds and loans.

Level 3 - Valuation inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant judgment or estimation. Investments generally included in this category are illiquid corporate bonds and loans and preferred stock investments that lack observable market pricing.

In certain cases, the inputs used to measure fair value may fall within different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Depending on the relative liquidity in the markets for certain investments, the Master Fund may transfer assets to Level 3 if it determines that observable quoted prices, obtained directly or indirectly, are severely limited, or not available, or otherwise not reliable. The Master Fund’s assessment of the significance of a particular input to the fair value measurement requires judgment, and the consideration of factors specific to the investment.

Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers, or market makers. With respect to the Master Fund’s portfolio investments for which market quotations are not readily available, the Master Fund's board of trustees ("Board of Trustees"), including our trustees who are not "interested persons" as defined in the 1940 Act (the "Independent Trustees"), is responsible for determining in good faith the fair value of the Master Fund’s portfolio investments in accordance with the valuation policy and procedures approved by the Board of Trustees, based on, among other things, the input of Guggenheim and management, its audit committee, and independent third-party valuation firms. The Master Fund and the Board of Trustees conduct their fair value determination process on a quarterly basis and any other time when a decision regarding the fair value of the portfolio investments is required.

Notes to Consolidated Financial Statements (Unaudited)

The valuation techniques used by the Master Fund for the assets that are classified as Level 3 in the fair value hierarchy are described below.

Senior Debt and Subordinated Debt: Senior debt and subordinated debt investments are valued at initial transaction price and are subsequently valued using (i) market data for similar instruments (e.g., recent transactions or indicative broker quotes), and/or (ii) valuation models. Valuation models may be based on investment yield analysis and discounted cash flow techniques, where the key inputs include risk-adjusted discount rates and required rates of return, based on the analysis of similar debt investments issued by similar issuers.

Equity/Other Investments: Equity/other investments are valued at initial transaction price and are subsequently valued using valuation models in the absence of readily observable market prices. Valuation models are generally based on (i) market and income (discounted cash flow) approaches, in which various internal and external factors are considered, and (ii) earnings before interest, taxes depreciation, and amortization ("EBITDA") multiples analysis. Factors include key financial inputs and recent public and private transactions for comparable investments. Key inputs used for the discounted cash flow approach include the weighted average cost of capital and investment terminal values derived from EBITDA multiples. An illiquidity discount may be applied where appropriate.

The Master Fund utilizes several valuation techniques that use unobservable pricing inputs and assumptions in determining the fair value of its Level 3 investments. The valuation techniques, as well as the key unobservable inputs that have a significant impact on the Master Fund’s investments classified and valued as Level 3 in the valuation hierarchy, are described in Note 5. Fair Value of Financial Instruments. The unobservable inputs and assumptions may differ by asset and in the application of the Master Fund’s valuation methodologies. The reported fair value estimates could vary materially if the Master Fund had chosen to incorporate different unobservable pricing inputs and assumptions.

The determination of fair value involves subjective judgments and estimates. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of investments may differ materially from the values that would have been determined had a readily available market value existed for such investments. Further, such investments are generally less liquid than publicly traded securities. If the Master Fund was required to liquidate a portfolio investment that does not have a readily available market value in a forced or liquidation sale, the Master Fund could realize significantly less value than the value recorded by the Master Fund.

Security Transactions and Realized/Unrealized Gains or Losses

Investments purchased on a secondary market basis are recorded on the trade date. Loan originations are recorded on the funding date. All investments sold are derecognized on the trade date. The Master Fund measures realized gains or losses from the repayment or sale of investments using the specific lot identification method. Realized gains or losses are measured by the difference between (i) the net proceeds from the repayment or sale, inclusive of any prepayment premiums, and (ii) the amortized cost basis of the investment without regard to unrealized appreciation or depreciation previously recognized, and include investments charged off during the period, net of recoveries. Unrealized appreciation or depreciation primarily measures the change in investment values, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. The amortized cost basis of investments includes (i) the original cost, net of original issue discount and loan origination fees, if any, and (ii) adjustments for the accretion/amortization of market discounts and premiums. The Master Fund reports changes in fair value of investments as net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.

Notes to Consolidated Financial Statements (Unaudited)

Interest Income

Interest income is recorded on an accrual basis and includes amortization of premiums to par value and accretion of discounts to par value. Discounts and premiums to par value on securities purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method, or straight-line method, as applicable. Loan origination, closing, and other fees received by the Master Fund directly or indirectly from borrowers in connection with the closing of investments are accreted over the contractual life of the debt investment as interest income based on the effective interest method.

Certain of the Master Fund’s investments in debt securities may contain a contractual PIK interest provision. The PIK provisions generally feature the obligation, or the option, at each interest payment date of making interest payments in (i) cash, (ii) additional securities or (iii) a combination of cash and additional securities. PIK interest, computed at the contractual rate specified in the investment’s credit agreement, is accrued as interest income and recorded as interest receivable up to the interest payment date. On the interest payment date, the Master Fund will capitalize the accrued interest receivable attributable to PIK as additional principal due from the borrower. When additional PIK securities are received on the interest payment date, they typically have the same terms, including maturity dates and interest rates, as the original securities issued. PIK interest generally becomes due on the investment's maturity date or call date.

If the portfolio company's valuation indicates the value of the PIK security is not sufficient to cover the contractual PIK interest, the Master Fund will not accrue additional PIK interest income and will record an allowance for any accrued PIK interest receivable as a reduction of interest income in the period the Master Fund determines it is not collectible.

Debt securities are placed on non-accrual status when principal or interest payments are at least 90 days past due or when there is reasonable doubt that principal or interest will be collected. Generally, accrued interest is reversed against interest income when a debt security is placed on non-accrual status. Interest payments received on debt securities on non-accrual status may be recognized as interest income or applied to principal based on management’s judgment. Debt securities on non-accrual status are restored to accrual status when past due principal and interest are paid and, in management’s judgment, such securities are likely to remain current on interest payment obligations. The Master Fund may make exceptions to this treatment if the debt security has sufficient collateral value and is in the process of collection.

Dividend Income

Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Each distribution received from limited liability company (“LLC”) and limited partnership (“LP”) equity investments is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Master Fund will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.

Fee Income

Guggenheim, or its affiliates, may provide financial advisory services to portfolio companies and in return may receive fees for capital structuring services. Guggenheim is obligated to remit to the Master Fund any earned capital structuring fees based on the pro rata portion of the Master Fund’s investment in originated co-investment transactions. These fees are generally non-recurring and are recognized as fee income by the Master Fund upon the earlier of the investment commitment date or investment closing date. The Master Fund may also receive fees for investment commitments, amendments to credit agreements, and other services rendered to portfolio companies. Such fees are recognized as fee income when earned or when the services are rendered.

Derivative Instruments

Derivative instruments solely consist of foreign currency forward contracts. The Master Fund recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements. Foreign currency forward contracts entered into by the Master Fund are not designated as hedging instruments, and as a result, the Master Fund presents changes in fair value through net change in unrealized appreciation (depreciation) on foreign currency forward contracts in the consolidated statements of operations. Realized gains and losses that occur upon the cash settlement of the foreign currency forward contracts are included in net realized gains (losses) on foreign currency forward contracts in the consolidated statements of operations.

Notes to Consolidated Financial Statements (Unaudited)

Foreign Currency Translation, Transactions and Gains (Losses)

Foreign currency amounts are translated into U.S. dollars on the following basis: (i) at the exchange rate on the last business day of the reporting period for the fair value of investment securities, other assets and liabilities; and (ii) at the prevailing exchange rate on the respective recording dates for the purchase and sale of investment securities, income, expenses, gains and losses.

Net assets and fair values are presented based on the applicable foreign exchange rates described above and the Master Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held; therefore, fluctuations related to foreign exchange rate conversions are included with the net realized gains (losses) and unrealized appreciation (depreciation) on investments.

Net realized gains or losses on foreign currency transactions arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Master Fund and the U.S. dollar equivalent of the amounts actually received or paid by the Master Fund.

Unrealized appreciation (depreciation) from foreign currency translation for foreign currency forward contracts is included in net change in unrealized appreciation (depreciation) on foreign currency forward contracts in the consolidated statements of operations and is included in net unrealized appreciation (depreciation) in the consolidated statements of assets and liabilities.

Investment Advisory Fees

The Master Fund incurs investment advisory fees including: (i) a base management fee and (ii) a performance-based incentive fee which includes (a) an incentive fee on income and (b) an incentive fee on capital gains, due to Guggenheim pursuant to an investment advisory agreement between the Master Fund and Guggenheim (the "Investment Advisory Agreement") as described in Note 6. Related Party Agreements and Transactions. The two components of the performance-based incentive fee will be combined and expensed in the consolidated statements of operations and accrued in the consolidated statements of assets and liabilities as accrued performance-based incentive fee. Pursuant to the terms of the Investment Advisory Agreement, the incentive fee on capital gains is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement) based on the Master Fund’s realized capital gains on a cumulative basis from inception, net of all realized capital losses and unrealized depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. Although the terms of the Investment Advisory Agreement do not provide for the inclusion of unrealized gains in the calculation of the incentive fee on capital gains, the Master Fund includes unrealized gains in the calculation of the incentive fee on capital gains in accordance with GAAP. Therefore the accrued amount, if any, represents an estimate of the incentive fees that may be payable to Guggenheim if the Master Fund’s entire investment portfolio was liquidated at its fair value as of the date of the consolidated statements of assets and liabilities, even though Guggenheim is not entitled to any incentive fee based on unrealized appreciation unless and until such unrealized appreciation is realized.

Deferred Financing Costs

Deferred financing costs represent fees and other direct incremental costs incurred in connection with the arrangement of the Master Fund's borrowings. These costs are presented in the consolidated statements of assets and liabilities as a direct deduction of the debt liability to which the costs pertain. These costs are amortized using the effective interest method and are included in interest expense in the consolidated statements of operations over the life of the borrowings.

Distributions

Distributions to the Master Fund's common shareholders are periodically declared by its Board of Trustees and recognized as a liability on the record date.

Notes to Consolidated Financial Statements (Unaudited)

Federal Income Taxes

Beginning with its tax year ended December 31, 2015, the Master Fund has elected to be treated for federal income tax purposes, and thereafter intends to maintain its qualification, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes dividends in a timely manner out of assets legally available for distributions to its shareholders of an amount generally at least equal to 90% of its “Investment Company Taxable Income,” as defined in the Code. The Master Fund intends to distribute sufficient dividends to maintain its RIC status each year and it does not anticipate paying a material level of federal income taxes.

The Master Fund 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 Master Fund paid no federal income tax. The Master Fund may, at its discretion, pay a 4% nondeductible federal excise tax on under-distribution of taxable ordinary income and capital gains.

The Master Fund 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 Master Funds’ 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 Master Fund did not incur any interest or penalties. Open tax years are those years that are open for examination by the relevant income taxing authority. As of March 31, 2019, open U.S. Federal and state income tax years include the tax years ended December 31, 2015 through December 31, 2018. The Master Fund 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.

Recent Accounting Standards

There are no recent accounting standards applicable to the Master Fund.

Note 3. Investments

The following table presents the composition of the investment portfolio at amortized cost and fair value as of March 31, 2019 and December 31, 2018, respectively, with corresponding percentages of total investments at fair value:



	March 31, 2019						December 31, 2018
	Amortized Cost		Fair Value		Percentage of Investments at Fair Value		Amortized Cost		Fair Value		Percentage of Investments at Fair Value
Senior secured loans - first lien	$	268,740	$	265,115	70.6	%	$	260,745	$	258,675	69.2	%
Senior secured loans - second lien	65,611		60,539		16.1		67,871		62,967		16.8
Senior secured bonds	19,045		18,087		4.8		17,558		15,690		4.2
Senior unsecured debt	21,580		20,860		5.6		27,736		26,295		7.0
Total senior debt	$	374,976	$	364,601	97.1	%	$	373,910	$	363,627	97.2	%
Equity and other	11,040		10,794		2.9		10,874		10,487		2.8
Total investments	$	386,016	$	375,395	100.0	%	$	384,784	$	374,114	100.0	%

Notes to Consolidated Financial Statements (Unaudited)

The following table presents the composition of the investment portfolio by industry classifications at amortized cost and fair value as of March 31, 2019 and December 31, 2018, respectively, with corresponding percentages of total investments at fair value:



	March 31, 2019						December 31, 2018
Industry Classification	Amortized Cost		Fair Value		Percentage of Investments at Fair Value		Amortized Cost		Fair Value		Percentage of Investments at Fair Value
Technology	$	81,281	$	81,541	21.8	%	$	78,606	$	78,389	21.0	%
Healthcare & Pharmaceuticals	34,744		34,930		9.3		38,053		37,901		10.1
Services: Business	34,317		33,861		9.0		34,313		33,682		9.0
Beverage, Food & Tobacco	38,468		32,278		8.6		36,862		31,807		8.5
Automotive	29,455		27,871		7.4		26,886		26,827		7.2
Media: Advertising, Printing & Publishing	23,861		23,203		6.2		24,259		23,265		6.2
Retail	17,599		17,163		4.6		19,635		19,677		5.3
Construction & Building	17,118		17,010		4.5		17,126		16,875		4.5
Energy: Oil & Gas	17,097		16,370		4.4		17,320		16,637		4.4
Utilities: Electric	13,470		13,237		3.5		13,470		13,182		3.5
Containers, Packaging & Glass	13,226		13,157		3.5		11,363		11,403		3.0
Banking, Finance, Insurance & Real Estate⁽¹⁾	12,458		12,314		3.3		11,318		10,749		2.9
Consumer goods: Non-durable	9,760		9,774		2.6		9,699		9,653		2.6
Utilities: Oil & Gas	8,485		8,376		2.2		9,824		9,327		2.5
Aerospace & Defense	7,312		7,190		1.9		8,583		8,367		2.2
Chemicals, Plastics & Rubber	7,020		7,108		1.9		5,602		5,608		1.5
Hotel, Gaming & Leisure	4,768		4,784		1.3		4,774		4,687		1.3
Telecommunications	4,713		4,671		1.2		4,718		4,696		1.3
Transportation: Cargo	4,742		4,587		1.2		4,730		4,030		1.1
Consumer Goods: Durable	4,122		4,120		1.1		4,129		3,910		1.0
Capital Equipment	2,000		1,850		0.5		3,514		3,442		0.9
Total investments	$	386,016	$	375,395	100.0	%	$	384,784	$	374,114	100.0	%

______________


(1)	Portfolio companies included in this classification may include insurance brokers that are not classified as insurance companies.

The following table presents the geographic dispersion of the investment portfolio as a percentage of total investments at fair value as of March 31, 2019 and December 31, 2018.



Geographic Dispersion	March 31, 2019		December 31, 2018
United States of America	87.3	%	86.3	%
United Kingdom	8.9		9.0
Canada	2.3		2.3
Italy	1.5		1.5
Ireland	—		0.9
Total investments	100.0	%	100.0	%

Note 4. Derivative Instruments

The Master Fund may enter into foreign currency forward contracts from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies and to economically hedge the impact that an adverse change in foreign exchange rates would have on the value of the Master Fund's investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract forward exchange rate and the forward market exchange rate on the last day of the period

Notes to Consolidated Financial Statements (Unaudited)

presented as unrealized appreciation or depreciation. Realized gains or losses are recognized when forward contracts are settled. Risks arise as a result of the potential inability of the counterparties to meet the terms of their contracts; the Master Fund attempts to limit counterparty risk by only dealing with well-known counterparties and those that it believes have the financial resources to honor their obligations. The foreign currency forward contracts open at the end of the period are generally indicative of the volume of activity during the period.

The following tables present the Master Fund's open foreign currency forward contracts as of March 31, 2019 and December 31, 2018:



March 31, 2019
Foreign Currency	Settlement Date	Statement Location	Counterparty	Amount Transacted			Notional Value at Settlement			Notional Value at Period End			Fair Value
GBP	April 12, 2019	Unrealized depreciation on foreign currency forward contracts	JPMorgan Chase Bank, N.A.	£	(1,550	)	$	(2,039	)	$	(2,020	)	$	(19	)
GBP	April 12, 2019	Unrealized appreciation on foreign currency forward contracts	JPMorgan Chase Bank, N.A.	£	20,273		26,578			26,421			157
EUR	April 12, 2019	Unrealized depreciation on foreign currency forward contracts	JPMorgan Chase Bank, N.A.	€	697		782			783			(1		)
GBP	April 12, 2019	Unrealized appreciation on foreign currency forward contracts	JPMorgan Chase Bank, N.A.	£	132		174			172			2
Total							$	25,495		$	25,356		$	139



December 31, 2018
Foreign Currency	Settlement Date	Statement Location	Counterparty	Amount Transacted			Notional Value at Settlement			Notional Value at Period End			Fair Value
GBP	January 14, 2019	Unrealized depreciation on foreign currency forward contracts	JPMorgan Chase Bank, N.A.	£	(85	)	$	(108	)	$	(109	)	$	1
GBP	January 14, 2019	Unrealized depreciation on foreign currency forward contracts	JPMorgan Chase Bank, N.A.	£	665		841			848			(7		)
GBP	January 14, 2019	Unrealized depreciation on foreign currency forward contracts	JPMorgan Chase Bank, N.A.	£	22,230		27,982			28,355			(373		)
EUR	January 14, 2019	Unrealized depreciation on foreign currency forward contracts	JPMorgan Chase Bank, N.A.	€	697		795			800			(5		)
Total							$	29,510		$	29,894		$	(384	)

The following table presents the net realized and unrealized gains and losses on derivative instruments recorded by the Master Fund for the three months ended March 31, 2019 and March 31, 2018:



		For the Three Months Ended March 31,
	Statement Location	2019			2018
Net realized losses
Foreign currency forward contracts	Net realized losses on foreign currency forward contracts	$	(987	)	$	(700	)
Net change in unrealized appreciation (depreciation)
Foreign currency forward contracts	Net change in unrealized appreciation (depreciation) on foreign currency forward contracts	523			(185		)
Net realized and unrealized losses on foreign currency forward contracts		$	(464	)	$	(885	)

For derivatives traded under an International Swaps and Derivatives Association Master Agreement ("ISDA Master Agreement"), the collateral requirements are typically calculated by netting the mark-to-market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged

Notes to Consolidated Financial Statements (Unaudited)

by the Master Fund and/or the counterparty. Cash collateral that has been pledged, if any, to cover obligations of the Master Fund and cash collateral received from the counterparty, if any, is reported on the consolidated statements of assets and liabilities as collateral deposits (received) for foreign currency forward contracts. Generally, the amount of collateral due from or to a party has to exceed a minimum transfer amount threshold before a transfer is required. To the extent amounts due to the Master Fund from a counterparty are not fully collateralized, the Master Fund bears the risk of loss from counterparty non-performance.

The following table presents the Master Fund's derivative assets and liabilities by counterparty, net of amounts available for offset under a master netting agreement or similar arrangement, and net of related collateral received by the Master Fund for assets or pledged for liabilities as of March 31, 2019 and December 31, 2018:



As of	Counterparty	Gross Derivative Assets in Statement of Assets and Liabilities		Gross Derivative Liabilities in Statement of Assets and Liabilities			Collateral Pledged		Net position of Derivative Assets, Liabilities and Pledged Collateral
March 31, 2019	JP Morgan Chase Bank, N.A.	$	159	$	(20	)	$	—	$	139
December 31, 2018	JP Morgan Chase Bank, N.A.	$	—	$	(384	)	$	160	$	(224	)

Note 5. Fair Value of Financial Instruments

The following tables present the segmentation of the investment portfolio at fair value, as of March 31, 2019 and December 31, 2018, according to the fair value hierarchy as described in Note 2. Significant Accounting Policies:



	March 31, 2019
	Level 1			Level 2			Level 3			Total
Investments
Senior secured loans - first lien	$	—		$	69,311		$	195,804		$	265,115
Senior secured loans - second lien	—			17,928			42,611			60,539
Senior secured bonds	—			18,087			—			18,087
Senior unsecured debt	—			4,164			16,696			20,860
Total senior debt	$	—		$	109,490		$	255,111		$	364,601
Equity and other	170			—			10,624			10,794
Total investments	$	170		$	109,490		$	265,735		$	375,395
Percentage	0.0		%	29.2		%	70.8		%	100.0		%
Derivative Instruments
Foreign currency forward contracts	$	—		$	139		$	—		$	139



	December 31, 2018
	Level 1			Level 2			Level 3			Total
Investments
Senior secured loans - first lien	$	—		$	54,117		$	204,558		$	258,675
Senior secured loans - second lien	—			11,069			51,898			62,967
Senior secured bonds	—			15,690			—			15,690
Senior unsecured debt	—			9,629			16,666			26,295
Total senior debt	$	—		$	90,505		$	273,122		$	363,627
Equity and other	162			—			10,325			10,487
Total investments	$	162		$	90,505		$	283,447		$	374,114
Percentage	0.0		%	24.2		%	75.8		%	100.0		%
Derivative Instruments
Foreign currency forward contracts	$	—		$	(384	)	$	—		$	(384	)

Notes to Consolidated Financial Statements (Unaudited)

Significant Level 3 Unobservable Inputs

The following tables present quantitative information related to the significant Level 3 unobservable inputs associated with the determination of fair value for certain investments as of March 31, 2019 and December 31, 2018:



March 31, 2019
Asset Category	Fair Value		Valuation Techniques ⁽¹⁾	Unobservable Inputs ⁽²⁾	Weighted Average	Range⁽³⁾	Impact to Valuation from an Increase in Input ⁽⁴⁾
Senior secured loans - first lien	$	134,454	Yield analysis	Yield	9.37%	4.75% - 12.98%	Decrease
	$	2,747	Transaction value	Cost ⁽⁵⁾	57.84	0.1 - 98.27	Increase
Senior secured loans - second lien	$	32,111	Yield analysis	Yield	11.35%	10.71% - 12.05%	Decrease
			Transaction value	Indicative Price	101.60	101.60	Increase
Senior unsecured debt	$	16,696	Yield analysis	Yield	11.00%	9.5% - 15.6%	Decrease
Equity and other	$	2,634	Transacted value	Cost	988.79	15.36 - 1000.00	Increase
	$	4,202	Market comparable	Capitalization Rate	7.00%	7.00%	Increase
	$	3,354	Market comparable	Cash Flow Multiple	$5.04	$5.04	Increase
			Market comparable	Oil production multiple ⁽⁶⁾	26,083	26,083	Increase
			Market comparable	Oil reserve multiple ⁽⁷⁾	7.1x	7.1x	Increase
	$	434	Discounted cash flow	Discount Rate	14.60%	14.28% - 14.97%	Decrease
			Discounted cash flow	EBITDA multiple	14.7x	13.2x - 16.0x	Increase
			Discounted cash flow	Perpetuity Growth Rate	6.60%	5.0% - 8.0%	Increase
			Discounted cash flow	Terminal EBITDA Multiple	11.1x	9x - 13x	Increase
Total	$	196,632

_______________


(1)	For the investments that have more than one valuation technique, the Master Fund may rely on the stated techniques individually or in the aggregate based on a weight ascribed to each valuation technique, ranging from 0% to 100%.

(2)

The Master Fund generally uses prices provided by an independent pricing service, or directly from an independent broker, which are non-binding indicative prices on or near the valuation date as the primary basis for the fair valuation determinations for quoted senior secured bonds and loans. Since these prices are non-binding, they may not be indicative of fair value. Each quoted price is evaluated by Guggenheim in conjunction with additional information compiled by it, including financial performance, recent business developments and various other factors. Investments with fair values determined in this manner were not included in the table above. As of March 31, 2019, the Master Fund had investments of this nature measured at fair value totaling $69.1 million.


(3)	A range is not provided when there is only one investment within the classification or multiple investments that have the same unobservable input; weighted average amounts are based on the estimated fair values.


(4)	This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements.


(5)	Investments may be valued at cost for a period of time after acquisition as the best indicator of fair value.


(6)	Oil production multiple is valued based on thousand barrels of oil equivalent per day (MBOE/d).


(7)	Oil reserve multiple is valued based on million barrels of oil equivalent (MMBOE).

Notes to Consolidated Financial Statements (Unaudited)



December 31, 2018
Asset Category	Fair Value		Valuation Techniques ⁽¹⁾	Unobservable Inputs ⁽²⁾	Weighted Average	Range⁽³⁾	Impact to Valuation from an Increase in Input ⁽⁴⁾
Senior secured loans - first lien	$	122,898	Yield analysis	Yield	9.37%	2.63% - 12.72%	Decrease
	$	9,790	Transaction value	Cost⁽⁵⁾	98.79	87.65-100.00	Increase
Senior secured loans - second lien	$	34,275	Yield analysis	Yield	11.35%	9.12% - 12.58%	Decrease
Senior unsecured debt	$	16,666	Yield analysis	Yield	11.50%	9.51% - 16.01%	Decrease
Equity and other	$	4,034	Market Comparables	Capitalization rate	7.00%	7.00%	Increase
	$	3,222	Market Comparables	Cash flow multiple	4.7x	4.7x	Increase
			Market Comparables	Oil production multiple⁽⁶⁾	24,740	24,740	Increase
			Market Comparables	Oil reserve multiple⁽⁷⁾	6.60	6.60	Increase
	$	2,634	Transaction Value	Cost	988.79	15.36-1000.00	Increase
	$	231	Discounted Cash Flow	Discount Rate	14.58%	14.58%	Decrease
			Discounted Cash Flow	Perpetuity Growth rate	8.00%	8.00%	Increase
			Discounted Cash Flow	EBITDA Multiple	13.0x	13.0x	Increase
	$	204	Discounted Cash Flow	Discount Rate	15.05%	15.05%	Decrease
			Discounted Cash Flow	Perpetuity Growth rate	5.00%	5.00%	Increase
			Discounted Cash Flow	EBITDA Multiple	9.0x	9.0x	Increase
			Transaction value	EBITDA Multiple	13.2x	13.2x	Increase
Total	$	193,954

_______________


(1)	For the investments that have more than one valuation technique, the Master Fund may rely on the stated techniques individually or in the aggregate based on a weight ascribed to each valuation technique, ranging from 0% to 100%.

(2)

The Master Fund generally uses prices provided by an independent pricing service, or directly from an independent broker, which are non-binding indicative prices on or near the valuation date as the primary basis for the fair valuation determinations for quoted senior secured bonds and loans. Since these prices are non-binding, they may not be indicative of fair value. Each quoted price is evaluated by Guggenheim in conjunction with additional information compiled by it, including financial performance, recent business developments and various other factors. Investments with fair values determined in this manner were not included in the table above. As of December 31, 2018, the Master Fund had investments of this nature measured at fair value totaling $89.5 million.


(3)	A range is not provided when there is only one investment within the classification or multiple investments that have the same unobservable input; weighted average amounts are based on the estimated fair values.


(4)	This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements.


(5)	Investments may be valued at cost for a period of time after acquisition as the best indicator of fair value.


(6)	Oil production multiple is valued based on thousand barrels of oil equivalent per day (MBOE/d).


(7)	Oil reserve multiple is valued based on million barrels of oil equivalent (MMBOE).

Notes to Consolidated Financial Statements (Unaudited)

In addition to the Level 3 valuation methodologies and unobservable inputs noted above, the Master Fund, in accordance with its valuation policy, may also use other valuation techniques and methodologies when determining the fair value estimates for its investments.

The following tables present a roll-forward of the fair value changes for all investments for which the Master Fund determines fair value using Level 3 unobservable inputs for the three months ended March 31, 2019 and March 31, 2018:



	For the Three Months Ended March 31, 2019
	Senior Secured Loans - First Lien			Senior Secured Loans - Second Lien			Senior Unsecured Debt		Equity and Other		Total
Balance as of January 1, 2019	$	204,558		$	51,898		$	16,666	$	10,325	$	283,447
Additions ⁽¹⁾	4,033			—			—		198		4,231
Sales and repayments ⁽²⁾	(2,643		)	(2,407		)	—		—		(5,050		)
Net realized gains ⁽³⁾	37			113			—		—		150
Net change in unrealized appreciation (depreciation) on investments ⁽⁴⁾	1,048			(112		)	20		101		1,057
Net discount accretion	160			23			10		—		193
Transfers into Level 3 ⁽⁵⁾	10,386			533			—		—		10,919
Transfers out of Level 3 ⁽⁶⁾	(21,775		)	(7,437		)	—		—		(29,212		)
Fair value balance as of March 31, 2019	$	195,804		$	42,611		$	16,696	$	10,624	$	265,735
Change in net unrealized appreciation (depreciation) on investments held as of March 31, 2019	$	1,033		$	(70	)	$	20	$	101	$	1,084

______________


(1)	Includes increases in the cost basis of investments resulting from new and incremental portfolio investments, including the capitalization of PIK income.


(2)	Includes principal payments/paydowns on debt investments and proceeds from sales of investments.


(3)	Included in net realized gains on investments in the consolidated statements of operations.


(4)	Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.


(5)	For the three months ended March 31, 2019, investments were transferred from Level 2 to Level 3 as valuation coverage was reduced to one independent pricing service without any corroborating recent trade.


(6)	For the three months ended March 31, 2019, investments were transferred from Level 3 to Level 2 as valuation coverage was initiated by more than one independent pricing services or by one independent pricing service with a corroborating recent trade.

Notes to Consolidated Financial Statements (Unaudited)



	For the Three Months Ended March 31, 2018
	Senior Secured Loans - First Lien			Senior Secured Loans - Second Lien			Senior Secured Bonds			Senior Unsecured Debt			Subordinated Debt		Equity and Other		Total
Balance as of January 1, 2018	$	197,008		$	66,464		$	8,273		$	21,313		$	14,923	$	231	$	308,212
Additions ⁽¹⁾	21,446			5,839			—			86			—		3,674		31,045
Sales and repayments ⁽²⁾	(40,600		)	—			(746		)	(16,472		)	—		—		(57,818		)
Net realized gains (losses) ⁽³⁾	1,985			(1		)	31			1,123			—		—		3,138
Net change in unrealized appreciation (depreciation) on investments ⁽⁴⁾	740			418			143			(559		)	20		18		780
Net discount accretion	135			27			6			13			6		—		187
Transfers into Level 3 ^{(5) (6)}	4,275			—			—			—			—		—		4,275
Transfers out of Level 3 ^{(5) (7)}	(8,000		)	(3,900		)	—			—			—		—		(11,900		)
Fair value balance as of March 31, 2018	$	176,989		$	68,847		$	7,707		$	5,504		$	14,949	$	3,923	$	277,919
Change in net unrealized appreciation on investments held as of March 31, 2018	$	861		$	418		$	143		$	15		$	20	$	18	$	1,475

______________


(1)	Includes increases in the cost basis of investments resulting from new and incremental portfolio investments, including the capitalization of PIK income.


(2)	Includes principal payments/paydowns on debt investments and proceeds from sales of investments.


(3)	Included in net realized gains (losses) on investments in the consolidated statements of operations.


(4)	Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.


(5)	The Master Fund transfers investments in and out of Level 1, 2 and 3 securities at the value of the investment as of the beginning of the period based on changes in the use of observable inputs utilized to perform the valuation for the period.


(6)	For the three months ended March 31, 2018, one investment was transferred from Level 2 to Level 3 as valuation coverage was reduced to one independent pricing service.


(7)	For the three months ended March 31, 2018, two investments were transferred from Level 3 to Level 2 as valuation coverage was initiated by one or more independent pricing services.

Financial Instruments Disclosed, But Not Carried At Fair Value

The carrying value of the credit facility payable approximates its fair value.

Note 6. Related Party Agreements and Transactions

The Master Fund is affiliated with Guggenheim Credit Income Fund 2016 T ("GCIF 2016T") and Guggenheim Credit Income Fund 2019 ("GCIF 2019") (together, the "Feeder Funds"). The membership of the Boards of Trustees for the Master Fund, GCIF 2016T and GCIF 2019 are identical. The Feeder Funds have invested, and/or intend to invest, substantially all of the proceeds from their public offerings of common shares in the acquisition of the Master Fund's Common Shares.

Two of the Master Fund’s executive officers, Kevin Robinson, Senior Vice President, and Brian Binder, Senior Vice President, serve as executive officers of Guggenheim. All of the Master Fund's executive officers also serve as executive officers of the Feeder Funds.

Guggenheim and/or its affiliates receive, as applicable, compensation for (i) investment advisory services, (ii) reimbursement of expenses in connection with investment advisory activities, administrative services and organizing the Master Fund, and (iii) capital markets services in connection with the raising of equity capital for Feeder Funds affiliated with the Master Fund, as more fully discussed below.

Notes to Consolidated Financial Statements (Unaudited)

Investment Advisory Agreements and Compensation of the Advisor

The Master Fund is party to an Investment Advisory Agreement with Guggenheim, pursuant to which the Master Fund agreed to pay Guggenheim an investment advisory fee consisting of two components: (i) a management fee and (ii) a performance-based incentive fee. Guggenheim continues to be entitled to reimbursement of certain expenses incurred on behalf of the Master Fund in connection with investment operations and investment transactions.

Management Fees: The management fee is calculated at an annual rate of 1.75% based on the simple average of the Master Fund's gross assets at the end of the two most recently completed calendar months and it is payable in arrears.

Performance-based Incentive Fee: The performance-based incentive fee consists of two parts: (i) an incentive fee on income and (ii) an incentive fee on capital gains.


(i)	The incentive fee on income is paid quarterly, if earned; it is computed as the sum of (A) 100% of quarterly pre-incentive fee net investment income in excess of 1.875% of average adjusted capital up to a limit of 2.344% of average adjusted capital, and (B) 20% of pre-incentive fee net investment income in excess of 2.344% of average adjusted capital.


(ii)	The incentive fee on capital gains is paid annually, if earned; it is equal to 20% of realized capital gains on a cumulative basis from inception, net of (A) all realized capital losses and unrealized depreciation on a cumulative basis from inception, and (B) the aggregate amount, if any, of previously paid incentive fees on capital gains.

All fees are computed in accordance with a detailed fee calculation methodology as approved by the Board of Trustees.

The Investment Advisory Agreement may be terminated at any time, without the payment of any penalty: (i) by the Master Fund upon 60 days' written notice to Guggenheim, or (ii) by Guggenheim upon not less than 120 days' written notice to the Master Fund. In the event that the Investment Advisory Agreement is terminated by Guggenheim, and if the Independent Trustees elect to continue the Master Fund, then Guggenheim shall pay all direct expenses incurred by the Master Fund as a result of Guggenheim's withdrawal, up to, but not exceeding $250,000. Unless earlier terminated, the Investment Advisory Agreement will remain in effect for a period of two years from the date on which the Master Fund's shareholders approved the Investment Advisory Agreement and will remain in effect year to year thereafter if approved annually (i) by a majority of the Master Fund's Independent Trustees and (ii) the Master Fund's Board of Trustees or the holders of a majority of the Master Fund's outstanding voting securities.

Administrative Services Agreement

The Master Fund entered into an administrative services agreement with Guggenheim (the "Administrative Services Agreement") whereby Guggenheim agreed to provide administrative services to the Master Fund, including office facilities and equipment, and clerical, bookkeeping, and record-keeping services. More specifically, Guggenheim, serving as the administrator (the "Administrator"), performs and oversees the Master Fund's required administrative services, which included financial and corporate record-keeping, preparing and disseminating the Master Fund'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 fees rendered by others. For providing these services, facilities, and personnel, the Master Fund 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.

The Administrative Services Agreement may be terminated at any time, without the payment of any penalty: (i) by the Master Fund upon 60 days' written notice to the Administrator upon the vote of the Master Fund's Independent Trustees, or (ii) by the Administrator upon not less than 120 days' written notice to the Master Fund. 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.

Notes to Consolidated Financial Statements (Unaudited)

Dealer Manager Agreement

The Master fund is party to a dealer manager agreement, as amended (the "Dealer Manager Agreement") with Guggenheim Funds Distributors, LLC ("GFD") an affiliate of Guggenheim. Under the terms of the Dealer Manager Agreement, GFD is to act on a best efforts basis as the exclusive dealer manager for (i) GCIF 2016T's and GCIF 2019's public offerings of common shares and (ii) the public offering of common shares for future feeder funds affiliated with the Master Fund. The Master Fund is not responsible for the compensation of GFD pursuant to the terms of the Dealer Manager Agreement; therefore fees compensating GFD are not presented in this periodic report. As to a Feeder Fund, the Deal Manager Agreement may be terminated by a Feeder Fund or GFD upon 60 calendar days' written notice to the other party.

Capital Structuring Fees and Administrative Agency Fees

Guggenheim and its affiliates are obligated to remit to the Master Fund any earned capital structuring fees and administrative agency fees (i.e. loan administration fees) based on the Master Fund's pro rata portion of the co-investment transactions or originated investments in which the Master Fund participates.

Summary of Related Party Transactions for the Three Months Ended March 31, 2019 and March 31, 2018

The following table presents the related party fees, expenses and transactions for the three months ended March 31, 2019 and March 31, 2018:



Related Party ^{(1) (2)}		For the Three Months Ended March 31,
Related Party ^{(1) (2)}	Source Agreement & Description	2019		2018
	Related Party Expenses:
Guggenheim	Investment Advisory Agreement - management fee	$	1,694	$	1,780
Guggenheim	Investment Advisory Agreement - performance-based incentive fee	—		494
Guggenheim	Administrative Services Agreement - expense reimbursement	219		161
	Related Party Income:
Guggenheim	Share on capital structuring fees and administrative agency fees	60		8

____________________


(1)	Related party transactions not included in the table above consist of Independent Trustees fees and expenses, and sales and repurchase of the Master Fund Shares to/from affiliated Feeder Funds as disclosed in the Master Fund's consolidated statements of operations and consolidated statements of changes in net assets, respectively.


(2)	As of March 31, 2019, the Master Fund's accumulated unrealized depreciation exceeded its accumulated net realized capital gains and therefore, Guggenheim did not earn any performance-based incentive fee during the three months ended March 31, 2019. During the three months ended March 31, 2018, Guggenheim earned an incentive fee on capital gains in the amount of $0.5 million.

Co-Investment Transactions Exemptive Relief

The Master Fund was granted an SEC exemptive order which grants the Master Fund exemptive relief permitting the Master Fund, subject to the satisfaction of specific conditions and requirements, to co-invest in privately negotiated investment transactions with certain affiliates of Guggenheim.

Indemnification

The Investment Advisory Agreement and Administrative Services Agreement provide certain indemnifications to Guggenheim, its directors, officers, persons associated with Guggenheim, and its affiliates, including the administrator. In addition, the Master Fund's Declaration of Trust, as amended, provides certain indemnifications to its officers, trustees, agents, and certain other persons. As of March 31, 2019, management believes that the risk of incurring any losses for such indemnifications is remote.

Notes to Consolidated Financial Statements (Unaudited)

Note 7. Borrowings

Hamilton Credit Facility

On December 17, 2015, Hamilton initially entered into a senior-secured term loan, as amended (the “Hamilton Credit Facility”) with JPMorgan Chase Bank, National Association ("JPM"), as administrative agent, each of the lenders from time to time party thereto, and U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary. As of March 31, 2019, the Hamilton Credit Facility provided for (i) borrowings in an aggregate principal amount of $175.0 million on a committed basis, (ii) a revolving feature on all amounts above the minimum utilization amount, (iii) an interest rate of 3-month LIBOR +2.50%, (iv) a draw-down term which ends December 29, 2021, (v) a stated maturity date of December 29, 2022, (vi) undrawn fees payable during the draw-down term of 250 basis points on all undrawn amounts below the minimum utilization amount, and (vii) unused commitment fees payable during the draw-down term of 100 basis points on all undrawn amounts above the minimum utilization amount. All investments owned by, and all cash on hand with, Hamilton are held as collateral for the Hamilton Credit Facility.

Hamilton and JPM amended the Hamilton Credit Facility on June 29, 2018 to, among other things, (i) extend the term from December 17, 2019 to December 29, 2022, (ii) extend the draw-down term from December 17, 2018 to December 29, 2021, (iii) reduce the interest rate from 3-month LIBOR +2.65% per annum to 3-month LIBOR +2.50% per annum, (iv) include a revolving feature on all amounts above the minimum utilization amount, and (v) reduce the undrawn fee charged on all amounts below the facility's minimum utilization amount from 265 basis points per annum to 250 basis points per annum.

Hamilton's borrowings as of March 31, 2019 and December 31, 2018 were as follows:



	Hamilton Credit Facility - Borrowing Summary
As of	Principal Amount Committed		Principal Amount Outstanding		Carrying Value ⁽¹⁾		Interest Rate ⁽²⁾		Maturity Date	Maturity Term
March 31, 2019	$	175,000	$	155,000	$	153,576	5.11	%	12/29/22	3.7	years
December 31, 2018	$	175,000	$	150,000	$	148,482	5.29	%	12/29/22	4.0	years

_________________


(1)	Carrying value is equal to outstanding principal amount net of unamortized financing costs.


(2)	Interest rate as of the end of the reporting period (3-month LIBOR +2.50%) subject to quarterly reset. Interest rate is calculated as the weighted average interest rates of all tranches currently outstanding. Interest rate does not include the amortization of upfront fees, undrawn or unused fees and expenses that were incurred in connection with the Hamilton Credit Facility.

The components of the Master Fund's interest expense and other financing costs for the three months ended March 31, 2019 and March 31, 2018 were as follows:



	For the Three Months Ended March 31,
	2019			2018
Stated interest expense	$	1,974		$	1,627
Unused/undrawn fees	62			61
Amortization of deferred financing costs	94			123
Total interest expense	$	2,130		$	1,811
Average borrowings	$	150,278		$	150,000

Weighted average interest rate ⁽¹⁾	5.42		%	4.50		%
Amortized financing costs	0.25		%	0.33		%
Total borrowing cost	5.67		%	4.83		%

_________________


(1)	Calculated as the amount of the stated interest expense and undrawn or unused fees divided by the average borrowings during the reporting period.

Notes to Consolidated Financial Statements (Unaudited)

Note 8. Commitments and Contingencies

The amounts associated with unfunded commitments to provide funds to portfolio companies are not recorded in the Master Fund’s consolidated statements of assets and liabilities. Since these commitments and the associated amounts may expire without being drawn upon, the total commitment amount does not necessarily represent a future cash requirement. As of March 31, 2019 and December 31, 2018, the Master Fund’s unfunded commitments consisted of the following:



	Total Unfunded Commitments
Category / Portfolio Company ⁽¹⁾	March 31, 2019		December 31, 2018
Alexander Mann Solutions (Revolver) ⁽²⁾	$	446	$	446
Apptio, Inc. (Revolver)	326		326
Boats Group (Revolver)	1,000		1,000
CTI Foods (Delayed Draw)	329		—
GAL Manufacturing (Revolver)	384		384
Galls LLC (Delayed Draw)	1,598		1,644
Galls LLC (Revolver)	292		326
Gladman Developments Ltd. (Delayed Draw) ⁽²⁾	706		1,648
Lytx, Inc. (Revolver)	368		368
Mavis Tire Express Services Corp. (Delayed Draw)	412		435
Mavis Tire Express Services Corp. (Revolver)	217		217
Onyx CenterSource (Revolver)	329		329
SLR Consulting (Delayed Draw) ⁽²⁾	534		534
Trader Interactive (Revolver)	346		346
Velocity Holdings US (Revolver)	462		115
Wind River Systems (Bridge Loan)	—		353
Total Unfunded Commitments	$	7,749	$	8,471

______________________


(1)	May pertain to commitments to one or more entities affiliated with the named portfolio company.


(2)	This commitment is in foreign currency and has been converted to USD using the March 31, 2019 and December 31, 2018 exchange rates, respectively.

Indemnification

In the normal course of business, the Master Fund enters into contracts and agreements that contain a variety of representations and warranties that provide general indemnifications. The Master Fund's maximum exposure under these arrangements is unknown, as these involve future claims that may be made against the Master Fund but that have not occurred. The Master Fund expects the risk of any future obligations under these indemnifications to be remote.

Notes to Consolidated Financial Statements (Unaudited)

Note 9. Financial Highlights

The following per Common Share data and financial ratios have been derived from information provided in the consolidated financial statements. The following is a schedule of financial highlights during the three months ended March 31, 2019 and March 31, 2018:



	For the Three Months Ended March 31,
	2019			2018
PER COMMON SHARE OPERATING PERFORMANCE
Net asset value, beginning of period	$	8.09		$	8.52
Net investment income ⁽¹⁾	0.15			0.12
Net realized gains (losses) ⁽¹⁾	(0.03		)	0.09
Net change in unrealized appreciation ⁽²⁾	0.02			0.01
Net increase resulting from operations	0.14			0.22
Distributions to Common Shareholders ⁽³⁾
Distributions from earnings	(0.16		)	(0.17		)
Net decrease resulting from distributions	(0.16		)	(0.17		)
Net asset value, end of period	$	8.07		$	8.57

INVESTMENT RETURNS
Total investment return ⁽⁴⁾	1.74		%	2.64		%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period	$	236,295		$	249,901
Average net assets ⁽⁵⁾	$	236,153		$	249,405
Common Shares outstanding, end of period	29,281,072			29,151,096
Weighted average Common Shares outstanding	29,206,056			29,151,096

Ratios-to-average net assets: ⁽⁵⁾
Total expenses	1.92		%	1.95		%
Net investment income	1.86		%	1.36		%

Average outstanding borrowings ⁽⁵⁾	$	150,278		$	150,000
Portfolio turnover rate ^{(5) (6)}	3		%	19		%
Asset coverage ratio ⁽⁷⁾	2.52			2.67

_____________________


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

(2)

The amount shown at this caption is the balancing figure derived from the other figures in the schedule. The amount shown at this caption for a Common Share outstanding throughout the period may not agree with the change in the aggregate appreciation and depreciation in portfolio securities for the period because of the timing of sales of the Master Fund’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 declared 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. As of March 31, 2019, the Master Fund estimated distributions to be composed of either ordinary income or capital gains. The final determination of the tax character of distributions will not be made until we file our tax return.

Notes to Consolidated Financial Statements (Unaudited)

(4)

Total investment return is based on (i) the purchase of Common Shares at net asset value on the first day of the period, (ii) the sale at the net asset value per Common Share on the last day of the period, of (A) all purchased Common Shares plus (B) any fractional Common Shares issued in connection with the reinvestment of distributions, and (iii) distributions payable relating to the ownership of Common Shares, if any, on the last day of the period. The total investment return calculation assumes that cash distributions are reinvested concurrent with the issuance of Common Shares at the most recent transaction price on or prior to each distribution payment date. Since there is no public market for the Master Fund’s Common Shares, then the terminal sales price per Common Share is assumed to be equal to net asset value per Common Share on the last day of the period. Total investment return is not annualized. The Master Fund’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, average outstanding borrowings, and average value of portfolio securities during the period is based on averaging the amount on the first day of the first month of the period and the last day of each month during the period. Ratios-to-average net assets are not annualized.


(6)	Portfolio turnover is calculated as the lesser of (i) purchases of portfolio securities or (ii) the aggregate total of sales of portfolio securities plus any repayments received divided by the monthly average of the value of investment portfolio owned by the Master Fund during the period.


(7)	Asset coverage ratio is equal to (i) the sum of (A) net assets at the end of the period and (B) total senior securities issued at the end of the period, divided by (ii) total senior securities at the end of the period.

Note 10. Distributions

The following table summarizes the distributions that the Master Fund declared on its Common Shares during the three months ended March 31, 2019 and March 31, 2018.



Record Date	Payment Date	Distribution Per Common Share at Record Date		Distribution Per Common Share at Payment Date		Cash Distribution
For Calendar Year 2019
January 7, 14, 21, 28	January 30	$	0.01346	$	0.05384	$	1,572
February 4, 11, 18, 25	February 27	0.01346		0.05384		1,572
March 4, 11, 18, 25	March 27	0.01346		0.05384		1,573
				$	0.16152	$	4,717

For Calendar Year 2018
January 25	January 26	$	0.05832	$	0.05832	$	1,700
February 22	February 23	0.05832		0.05832		1,700
March 22	March 23	0.05832		0.05832		1,701
				$	0.17496	$	5,101

Note 11. Subsequent Events

Management has evaluated subsequent events through the date of issuance of these consolidated 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 consolidated financial statements.

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

(amounts in thousands, except share and per share data, percentages and as otherwise indicated; for example, with the word “million” or otherwise)

The information contained in this Item 2 should be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere in this Report. Capitalized terms used in this Item 2 have the same meaning as in the accompanying consolidated financial statements presented in Part I. Item 1. Consolidated Financial Statements (unaudited), unless otherwise defined herein.

Overview

We are a specialty finance investment company focused on lending to middle market companies. We were formed on September 5, 2014 as a statutory trust under the laws of the State of Delaware and commenced investment operations on April 2, 2015. In addition, we have elected to be treated as a BDC under the 1940 Act. We are 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 our portfolio on an ongoing basis.

We serve as the master fund in a master/feeder fund structure in that one or more feeder funds, each a separate closed-end management investment company that has adopted our investment objectives and strategies, invests substantially all of its equity capital in our Shares. Presently, our shareholders are the two initial shareholders and two feeder funds.

We conduct private offerings (each a “Private Offering”) of our Shares to the feeder funds in reliance on exemptions from the registration requirements of the Securities Act. While we expect to continuously offer our Shares and have an indefinite life, each Feeder Fund features a specific period for the offering of its Common Shares, and each Feeder Fund has a specified finite term.

We have elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code.

Investment Objectives and Investment Strategy

Our investment objectives are to provide our shareholders with current income, capital preservation, and, to a lesser extent, long-term capital appreciation. There can be no assurances that any of these investment objectives will be achieved.

Our investment strategy is continuously focused on growing an investment portfolio that generates superior risk adjusted returns by carefully selecting investments through rigorous due diligence and actively managing and monitoring our investment portfolio. When evaluating an investment and the related portfolio company, we use the resources of Guggenheim to develop an investment thesis and a proprietary view of a potential portfolio company’s intrinsic value and its expected risks and rewards.

We primarily focus on the following 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 investments.

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

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

We intend to meet our investment objectives by investing primarily in large, privately-negotiated loans to private middle market U.S. companies. Specifically, we expect a typical borrower to have earnings before interest, taxes, depreciation, and amortization ("EBITDA") of $25 million to $100 million and annual revenue ranging from $50 million to $1 billion. We seek to invest in businesses that have a strong reason to exist and have demonstrated competitive and strategic advantages. These companies generally possess distinguishing business characteristics, such as a leading competitive position in a well-defined market niche, unique brands, sustainable profitability and cash flow, and experienced management. We anticipate that a majority of our investments will be classified as senior debt in a borrower’s capital structure and have repayment priority over other parts of a borrower’s capital structure (i.e., subordinated debt, preferred and common equity). By investing in a more senior attachment point of a borrower's capital structure, we expect to protect our principal with less risk, which we believe provides for a distinctive risk/return profile as compared to that of a typical middle market or private equity alternative investment.

In addition to privately-negotiated loans, we invest in more broadly syndicated assets, such as bank loans and corporate bonds. Our portfolio is more heavily weighted towards floating-rate investments, whose interest payment obligations may increase in a rising interest rate environment. We may also invest in fixed-rate investments, options, or other forms of equity participation, and, to a limited extent and not as a principal investment strategy, structured products such as collateralized loan obligations (“CLOs”) and collateralized debt obligations (“CDOs”). We seek to make investments which have favorable characteristics, including closing fees, prepayment premiums, lender-friendly control provisions, and lender-friendly covenants.

Our portfolio includes investments in securities that are rated below investment grade (e.g., junk bonds) by rating agencies, or that would be rated below investment grade if they were rated and have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. These investments may also be illiquid and feature variances in opinions of fair value and market prices. A material amount of our debt investments in portfolio companies may contain interest rate reset provisions that may present challenges for the borrowers to continue paying periodic interest to us. In addition, a material amount of our debt investments may not pay down principal until the end of their lifetimes, which could result in a substantial loss to us if the portfolio companies are unable to refinance or repay their debts at maturity.

Our investment strategy leverages the skills and depth of Guggenheim's research team and credit investment platform which features a relative value perspective across all corporate credit asset types. We believe these elements create a larger, proprietary opportunity set and increase the potential for the generation of a wide spectrum of value-risk investment ideas. We intend for our investment strategy to access investments with attractive combinations of reward and risk, better economics and stronger lender protections than those offered in traditional loan transactions. We also intend to deploy our direct loan origination investment platform and apply it to our portfolio company business relationships.

Our investment activity can and does 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 merger and acquisition transactions, the general economic environment, the competitive investment environment for the types of investments we currently seek and intend to seek in the future, the amount of equity capital we raise from the sale of our Shares, and the amount of capital we may borrow.

We acquire our 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.

We will continue to borrow money from time to time within the borrowing limits stipulated by the 1940 Act, which generally allows us to incur leverage of up to 50% of our total assets, less liabilities and indebtedness not represented by senior securities. The use of borrowed funds and/or the proceeds of preferred stock offering to finance investments would have its own specific set of benefits and risks, and all of the costs of borrowing funds or issuing preferred stock are borne by our shareholders.

Revenues

We generate revenues primarily in the form of interest on the debt securities of portfolio companies that we acquire and hold for investment purposes. Our investments in debt securities generally have expected maturities of one to eight years, although we have no lower or upper constraint on maturity, and typically earn interest at floating and fixed interest rates. Interest on our debt securities is generally payable to us quarterly or semi-annually. The outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the respective maturity dates. In addition, we may generate revenue in the form of dividends from preferred and common equity investments, amortization of original issue discount, prepayment fees, commitment fees, origination fees, and fees for providing significant managerial assistance.

Operating Expenses

Our primary operating expenses include a management fee and, depending on our operating results, a performance-based incentive fee, interest expense, administrative services, related party reimbursements, custodian and accounting services, and other third-party professional services fees and expenses. The management and performance-based incentive fees compensate Guggenheim for its services in identifying, evaluating, negotiating, closing, and monitoring our investments.

Financial and Operating Highlights

The following tables present financial and operating highlights (i) as of March 31, 2019 and December 31, 2018 and (ii) for the three months ended March 31, 2019 and March 31, 2018:



	As of
	March 31, 2019			December 31, 2018
Total assets	$	392,318		$	394,848
Adjusted total assets (total assets net of payable for investments purchased)	$	391,734		$	390,112
Investments in portfolio companies, at fair value	$	375,395		$	374,114
Borrowings	$	155,000		$	150,000
Net assets	$	236,295		$	236,232
Net asset value per Common Share	$	8.07		$	8.09
Leverage ratio (borrowings/adjusted total assets)	39.6		%	38.5		%



	For the Three Months Ended March 31,
	2019			2018
Average net assets	$	236,153		$	249,405
Average borrowings	$	150,278		$	150,000
Cost of investments purchased	$	12,160		$	75,826
Sales of investments	$	7,492		$	12,722
Principal payments	$	3,981		$	57,925
Net investment income	$	4,398		$	3,393
Net realized gains (losses)	$	(866	)	$	2,568
Net change in unrealized appreciation	$	555		$	560
Net increase in net assets resulting from operations	$	4,087		$	6,521
Total distributions to shareholders	$	4,717		$	5,101
Net investment income per Common Share - basic and diluted	$	0.15		$	0.12
Earnings per Common Share - basic and diluted	$	0.14		$	0.22
Distributions per Common Share	$	0.16		$	0.17

Portfolio and Investment Activity for the Three Months ended March 31, 2019

The following table presents our new investment commitments for the three months ended March 31, 2019:



	For the Three Months Ended
	March 31, 2019
Investment activity segmented by access channel:	Amount		Percentage
Direct originations	$	3,109	27.8	%
Syndicated transactions	8,075		72.2	%
Total investment commitments entered during the period	11,184		100.0	%



	For the Three Months Ended
	March 31, 2019
Portfolio companies at beginning of period	79
Number of added portfolio companies	4
Number of exited portfolio companies	(3	)
Portfolio companies at period end	80

Number of debt investments at period end	122
Number of equity/other investments at period end	7

The following table presents a roll forward of all investment purchase, sale, and repayment activity, and changes in fair value, within our investment portfolio throughout the three months ending March 31, 2019:



	Balance as of January 1, 2019		Purchases		Sales and Repayments			Other Changes in Fair Value ⁽¹⁾			Balance as of March 31, 2019
Senior secured loans - first lien	$	258,675	$	10,502	$	(2,824	)	$	(1,238	)	$	265,115
Senior secured loans - second lien	62,967		—		(2,407		)	(21		)	60,539
Senior secured bonds	15,690		1,473		—			924			18,087
Senior unsecured debt	26,295		155		(6,242		)	652			20,860
Total senior debt	$	363,627	$	12,130	$	(11,473	)	$	317		$	364,601
Equity and other	10,487		30		—			277			10,794
Total	$	374,114	$	12,160	$	(11,473	)	$	594		$	375,395

_______________


(1)	Other changes in fair value includes changes resulting from realized and unrealized gains and losses, amortization/accretion, increases from PIK income and restructurings.

The following table presents selected information regarding our investment portfolio as of March 31, 2019 and December 31, 2018:



	As of
	March 31, 2019			December 31, 2018
Weighted average portfolio company EBITDA ⁽¹⁾	$	85,258		$	93,756
Median portfolio company EBITDA ⁽¹⁾	$	68,700		$	65,400
Weighted average purchase price of debt investments ⁽²⁾	97.5		%	97.3		%
Weighted average duration of debt investments ⁽³⁾	0.3		years	0.3		years
Debt investments on non-accrual status as a percentage of amortized cost of total debt investments	2.6		%	1.3		%
Debt investments on non-accrual status as a percentage of fair value of total debt investments	0.9		%	0.1		%
Number of debt investments on non-accrual status	2			1

Floating interest rate debt investments:
Percent of debt portfolio ⁽⁴⁾	93.4		%	92.6		%
Percent of floating rate debt investments with interest rate floors ⁽⁴⁾	74.2		%	82.2		%
Weighted average interest rate floor	1.0		%	1.0		%
Weighted average coupon spread to base interest rate	636		bps	636		bps
3-month LIBOR	260		bps	281		bps

Fixed interest rate debt investments:
Percent of debt portfolio ⁽⁴⁾	6.6		%	7.4		%
Weighted average coupon rate	8.6		%	8.0		%
Weighted average years to maturity	4.6		years	4.4		years

Weighted average effective yields
Senior secured loans - first lien ⁽⁵⁾	8.9		%	8.8		%
Senior secured loans - second lien ⁽⁵⁾	11.4		%	11.3		%
Senior secured bonds ⁽⁵⁾	9.2		%	9.1		%
Senior unsecured debt ⁽⁵⁾	10.4		%	10.2		%
Total debt investments ⁽⁵⁾	9.4		%	9.4		%
Total investments ⁽⁶⁾	9.4		%	9.4		%

_______________

(1)

Based on trailing twelve months EBITDA as most recently reported by portfolio companies, but not as of March 31, 2019 or December 31, 2018. Weighted average portfolio company EBITDA is calculated using weights based on fair value. The inputs and computations of EBITDA are not consistent across all portfolio companies. EBITDA is a non-GAAP financial measure. For a particular portfolio company, EBITDA is generally defined as net income before net interest expense, income tax expense, depreciation and amortization. EBITDA amounts are estimated from the most recent portfolio company's financial statements, have not been independently verified by the Master Fund or its Advisor, may reflect a normalized or adjusted amount, typically exclude expenses deemed unusual or non-recurring, and typically include add backs for items deemed appropriate to present normalized earnings. Accordingly, neither the Master Fund nor its Advisor makes any representation or warranty in respect of this information.


(2)	Percent is calculated as a percentage of the par value of debt investments.

(3)

Duration is a measure of a debt investment's price sensitivity to 100 basis points ("bps") change in interest rates. It represents an inverse relationship between price and the change in interest rates. For example, if a bond has a duration of 5.0 years and interest rates increase by 100 bps, then the bond price is expected to decrease by 5%. Weighted average duration is calculated using weights based on amortized cost.


(4)	Percent is calculated as a percentage of the fair value of total debt investments.

(5)

Weighted average effective yield by investment type is calculated as the effective yield of each investment and weighted by its amortized cost as compared to the aggregate amortized cost of all investments of that investment type. Effective yield is the return earned on an investment net of any discount, premium, or issuance costs. The total debt portfolio yield is calculated before considering the impact of leverage or any operating expenses.


(6)	The total investment portfolio yield is calculated before considering the impact of leverage or any operating expenses, and includes all income generating investments, non-income generating investments and investments on non-accrual status.

All of our floating interest rate debt investments have base interest rate reset frequencies of twelve months or less, with the majority resetting at least quarterly. LIBOR ranged between 2.49% for the 1 Month LIBOR to 2.66% for the 6 Month LIBOR on March 31, 2019. Base interest rate resets for floating interest rate debt investments will only result in increases in interest income when the base interest rate exceeds the associated interest rate floor (e.g., 1.0%).

The following table presents the maturity schedule of our debt investments, excluding unfunded commitments, based on their principal amount as of March 31, 2019 and December 31, 2018:



	March 31, 2019				December 31, 2018
Maturity Year	Principal Amount		Percentage of Portfolio		Principal Amount		Percentage of Portfolio
2019	$	1,643	0.4	%	$	—	—	%
2020	8,284		2.2		8,292		2.2
2021	31,446		8.2		31,502		8.2
2022	49,528		13.0		53,009		13.9
2023	109,510		28.6		115,914		30.3
2024	101,601		26.5		100,020		26.2
2025	54,805		14.3		52,824		13.8
2026	26,021		6.8		20,765		5.4
Total	$	382,838	100.0	%	$	382,326	100.0	%

Results of Operations

Operating results for the three months ended March 31, 2019 and March 31, 2018 were as follows:



	For the Three Months Ended March 31,
	2019			2018
Total investment income	$	8,923		$	8,265
Total expenses	4,525			4,872
Net investment income	4,398			3,393
Net realized gains (losses)	(866		)	2,568
Net change in unrealized appreciation	555			560
Net increase in net assets resulting from operations	$	4,087		$	6,521

Investment Income

Interest and dividend income consisted of the following components for the three months ended March 31, 2019 and March 31, 2018:



	For the Three Months Ended March 31,
	2019			2018
Interest income on debt securities:
Cash interest	$	8,168		$	7,656
PIK interest	21			127
Net accretion/amortization of discounts/premiums	345			337
Total interest on debt securities	8,534			8,120
PIK dividend	261			111
Total interest and dividend income	$	8,795		$	8,231
Average Investments at cost	$	381,288		$	376,058
Average Income Generating Investments at cost ⁽¹⁾	$	377,001		$	373,444
Income return ⁽²⁾	2.3		%	2.2		%

_________________


(1)	Income Generating Investments pertains to investments with stated interest rate or preferred returns and includes investments on non-accrual.


(2)	Income return is calculated using the total interest and dividend income over the average income generating investments at cost for the period presented. Income return is not annualized.

The increase in interest and dividend income was driven by (i) the growth in the size of our income generating investments and (ii) an increase in the yield on our portfolio of investments. For the three months ended March 31, 2019 and March 31, 2018, yield on debt investments at cost was 9.4% and 8.8%, respectively. For the three months ended March 31, 2019 and March 31, 2018, PIK dividend pertains to dividends on preferred stock investments.

Our fee income is comprised of the following fee classifications and is considered nonrecurring income for the three months ended March 31, 2019 and March 31, 2018:



	For the Three Months Ended March 31,
	2019		2018
Capital structuring fees	$	51	$	—
Administrative agency fees	9		8
Amendment fees and others	68		15
Commitment fees/other	—		11
Total fee income	$	128	$	34

Operating Expenses

Our operating expenses can be categorized into fixed operating expenses, variable operating expenses and performance dependent expenses. Fixed operating expenses are generally static period over period. Variable expenses are calculated based on fund metrics such as total assets, net assets, or total borrowings. Performance-dependent expenses fluctuate independent of our size.

The table below shows a breakdown of our operating expenses for the three months ended March 31, 2019 and March 31, 2018:



	For the Three Months Ended March 31,
	2019		2018
Fixed operating expenses:
Related party reimbursements ⁽¹⁾	$	219	$	161
Trustees fees	80		99
Professional services fees ⁽²⁾	250		243
Other expenses	66		72
Total fixed operating expenses	615		575

Variable operating expenses:
Interest expense⁽³⁾	2,130		1,811
Administrative services ⁽⁴⁾	51		53
Management fee	1,694		1,780
Custody services	24		27
Total variable operating expenses	3,899		3,671

Performance dependent expenses:
Performance-based incentive fee	11		626
Total performance dependent expenses	11		626

Total expenses before incentive fee waiver and advisor transition costs reimbursement	$	4,525	$	4,872

_________________


(1)	Related party reimbursements increased due to additional personnel servicing the Master Fund.


(2)	Professional services fees include the expenses for third party service providers such as internal and independent auditors, chief compliance officer, tax return preparer and tax consultant, third-party investment valuers, and fund legal counsel.


(3)	The composition of our interest expense for the three months ended March 31, 2019 and March 31, 2018 is reported in Note 7. Borrowings. The increase in interest expense is primarily due to increase in LIBO rates.


(4)	Administrative services fees include the expenses for third party service providers such as fund accountant, fund sub-administrator, and independent pricing vendors.

The decrease in total expenses for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 was primarily due to a decrease in incentive fee on realized and unrealized gains, offset by the increase in interest expense associated with the Hamilton Credit Facility resulting from an increase in LIBO rates and increase in average borrowings. For the three months ended March 31, 2019 and March 31, 2018, total borrowing cost were 5.67% and 4.83%, respectively. For the three months ended March 31, 2019 and March 31, 2018, average borrowings for the period were $150,278 and $150,000, respectively.

Net Realized Gain (Loss)

For the three months ended March 31, 2019, we had dispositions and principal repayments of $11.5 million, resulting in net realized losses of less than $0.1 million. We also had realized losses from our foreign currency forward contracts of $1.0 million primarily due the depreciation of the U.S. dollar against the British pound. For the three months ended March 31, 2018, we had dispositions and principal repayments of $70.6 million, resulting in net realized gains of $3.3 million, derived mainly from principal repayments on investments that featured call protection provisions. We also had realized losses from our foreign currency forward contracts of $0.7 million primarily due the depreciation of the U.S. dollar against the British pound.

For the three months ended March 31, 2019 and March 31, 2018, the components of total realized gains (losses) were comprised of the following:



	For the Three Months Ended March 31,
	2019			2018
Investments	$	33		$	3,269
Foreign currency forward contracts	(987		)	(700		)
Foreign currency transactions	88			(1		)
Net realized gains (losses)	$	(866	)	$	2,568

Changes in Unrealized Appreciation (Depreciation)

For the three months ended March 31, 2019 and March 31, 2018, the components of total net change in unrealized appreciation (depreciation) were comprised of the following:



	For the Three Months Ended March 31,
	2019			2018
Investments	$	49		$	745
Foreign currency forward contracts	523			(185		)
Foreign currency transactions	(17		)	—
Net change in unrealized appreciation	$	555		$	560

For the three months ended March 31, 2019 and March 31, 2018, the components of total net change in unrealized appreciation and depreciation on (i) all investments and (ii) investments classified as Level 3 in the valuation hierarchy were comprised of the following:



	For the Three Months Ended March 31,
	2019			2018
Unrealized appreciation on all investments ⁽¹⁾	$	4,203		$	2,676
Unrealized depreciation on all investments ⁽¹⁾	(4,154		)	(1,931		)
Total net change in unrealized appreciation on all investments	$	49		$	745

Unrealized appreciation on Level 3 investments only ⁽¹⁾	$	1,864		$	1,818
Unrealized depreciation on Level 3 investments only ⁽¹⁾	(807		)	(1,038		)
Total net change in unrealized appreciation on Level 3 investments only	$	1,057		$	780

__________________


(1)	Amounts are net of any reclassification of realized gain or loss on investments.

Annual Investment Returns and Total Returns Since Commencement

Our initial investors, who each invested at $9.00 per share, have seen a cumulative 15.59% increase in the value of their investment, or an annualized return of 3.43%, assuming reinvestment of distributions.

The table below presents returns for our shareholders for the three months ended March 31, 2019 and March 31, 2018, and the period from commencement to March 31, 2019. Our performance changes over time and currently may be different than that shown below. Past performance is no guarantee of future results. The returns for shareholders of the affiliated Feeder Funds are different from the returns for our direct shareholders.



		Total Investment Return-Net Asset Value⁽¹⁾
		For the Three Months Ended March 31,				Since Commencement
Company	Date Operations Commenced ⁽²⁾	2019		2018		Cumulative		Annualized
Guggenheim Credit Income Fund	12/19/2014	1.74	%	2.64	%	15.59	%	3.43	%

___________________

(1)

Total investment return is based on (i) the purchase of Common Shares at net asset value on the first day of the period, (ii) the sale of Common Shares at the net asset value per share on the last day of the period, of (A) all purchased Common Shares plus (B) any fractional Common Shares issued in connection with the reinvestment of distributions, and (iii) distributions payable relating to the ownership of Common Shares, if any, on the last day of the period. The total investment return calculation assumes that cash distributions are reinvested concurrent with the issuance of Common Shares at the most recent transaction price on or prior to each distribution payment date. Since there is no public market for our Common Shares, then the terminal sales price per common share is assumed to be equal to net asset value per common share on the last day of the period.


(2)	Commencement of operations represents the date that we sold our initial Common Shares.

Off-Balance Sheet Arrangements

Unfunded Commitments

Unfunded commitments to provide funds to portfolio companies are not recorded in our consolidated statements of assets and liabilities. Our unfunded commitments may be significant from time to time. Unfunded commitments may expire without being drawn upon and the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2019, we had fifteen unfunded commitments totaling $7.7 million as compared to fifteen unfunded commitments totaling $8.5 million as of December 31, 2018. See Note 8. Commitments and Contingencies for specific identification of the unfunded commitments. We believe we maintain sufficient liquidity in the form of cash (including restricted cash), receivables, and borrowing capacity to fund these unfunded commitments should the need arise. See Financial Condition, Liquidity and Capital Resources.

Financial Condition, Liquidity and Capital Resources

Our primary sources of cash may include: (i) the sale of our Shares to affiliated feeder funds, (ii) borrowings under various financing arrangements, (iii) cash flows from interest, dividends, and transaction fees earned from investment in portfolio companies, and (iv) principal repayments and sale proceeds from our investments.

Our primary uses of cash may include: (i) investments in portfolio companies, (ii) payments of operating expenses, (iii) interest payments on, and repayment of, borrowings, (iv) cash distributions to our shareholders, and (v) periodic repurchases of our Shares pursuant to our quarterly share repurchase program.

Liquidity

Operating liquidity is our ability to meet our short term liquidity needs. The following table presents our operating liquidity position as of March 31, 2019 and December 31, 2018:



	As of
	March 31, 2019			December 31, 2018
Cash	$	5,194		$	2,555
Restricted cash ⁽¹⁾	8,550			7,587
Unused borrowing capacity	20,000			25,000
Principal receivable	112			7,701
Unfunded investment commitments	(7,749		)	(8,471		)
Payable for investments purchased	(584		)	(4,736		)
Other net working capital ⁽²⁾	940			(2,300		)
Total operational liquidity	$	26,463		$	27,336

__________________


(1)	Restricted cash consists of demand deposits held at a major U.S. financial institution on behalf of Hamilton. Hamilton may be restricted in the distribution of cash to the Master Fund, as governed by the terms of the Hamilton Credit Facility (see Note 7. Borrowings).


(2)	Other net working capital is the sum of collateral deposits for foreign currency forward contracts, interest and dividend income receivable, and receivable from related parties less accrued management fee, payable to related parties, distributions payable, and accounts payable, accrued expenses and other liabilities.

Capital Resources

We may from time to time enter into additional credit facilities and borrowing arrangements to increase the amount of our borrowings as our equity capital foundation increases. Accordingly, we cannot predict with certainty what terms any such financing would have or the costs we would incur in connection with any such financing arrangements. We are currently required to maintain a minimum asset coverage ratio (total assets-to-senior securities) of 200% under the 1940 Act.

The table below summarizes certain financing obligations and Feeder Fund liquidity targets that are expected to have an impact on our liquidity and cash flow in specified future interval periods:



	March 31, 2019
	Total		< 1 year		1-3 years		3-5 years		> 5 years
Financings-Hamilton Credit Facility:
Debt - principal repayment	$	155,000	$	—	$	—	$	155,000	$	—
Interest on borrowings ^{(1) (2)}	30,103		8,032		16,064		6,007		—
Unused commitment fee ⁽¹⁾	557		203		354		—		—
Total - Financings	$	185,660	$	8,235	$	16,418	$	161,007	$	—

Liquidation of Feeder Funds' Investments:
GCIF 2016T ⁽³⁾	$	153,003	$	—	$	153,003	$	—	$	—
GCIF 2019 ⁽³⁾	38,459		—		—		—		38,459
Total Liquidation of Feeder Funds' Investments	$	191,462	$	—	$	153,003	$	—	$	38,459

______________

(1)

Interest on borrowings and unused commitment fees are based on the amount drawn on the Hamilton Credit Facility as of March 31, 2019 and consideration of (i) contractual minimum utilization commitments and (ii) the maximum commitment amount. Incremental borrowings after March 31, 2019 would (i) increase interest expense and (ii) reduce unused commitment fees. See Note 7. Borrowings for a detailed description of undrawn and unused commitment fees.


(2)	The forecast of interest expense on borrowings is based on the prevailing interest rate as of the most recent interest reset date (LIBOR+2.50%) and it is subject to quarterly base interest rate changes.

(3)

The Feeder Fund investment liquidity amounts are based on the net asset value of each Feeder Fund's ownership interest in the Master Fund as of March 31, 2019. GCIF 2016T and GCIF 2019 have declared that they intend to provide liquidity to their shareholders from a liquidation of their ownership interest of the Master Fund on or before December 31, 2021 and December 31, 2026, respectively, subject to each Feeder Fund's pursuit of other liquidity alternatives and timing adjustments.

As of March 31, 2019, GCIF 2016T owned 64.8% of our outstanding Common Shares and GCIF 2019 owned 16.3% of our outstanding Common Shares. The two initial investors accounted for the remaining 18.9% of our outstanding Common Shares.

Critical Accounting Policies

Valuation of Investments

Our investments consist primarily of investments in senior and subordinated debt of private middle market U.S. companies and are presented in our consolidated financial statements at fair value. See Note 3. Investments for more information on our investments. As described more fully in Note 2. Significant Accounting Policies and Note 5. Fair Value of Financial Instruments, a valuation hierarchy based on the level of independent, objective evidence available regarding value is used to measure the fair value of our investments. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers, or market makers. With respect to our portfolio investments for which market quotations are not readily available, our Board of Trustees is responsible for determining in good faith the fair value of our portfolio investments in accordance with, and through the consistent application of, the valuation policy and procedures approved by our Board of Trustees, based on, among other things, the input of Guggenheim and any independent third-party valuation firms.

We utilize valuation techniques that use unobservable inputs and assumptions in determining the fair value of our investments classified as Level 3 within the valuation hierarchy. For senior debt and subordinated debt classified as Level 3 fair value investments, we initially value the investment at its initial transaction price and subsequently value the investment using (i) market data for similar instruments (e.g., recent transactions or indicative broker quotes) and/or (ii) valuation models. Valuation models are based on EBITDA multiples to determine enterprise value and debt multiple ratios where the key inputs are based on relative value analysis of similar credit investments issued by similar portfolio companies. The valuation techniques used by us for other types of assets that are classified as Level 3 investments are described in Note 2. Significant Accounting Policies. The unobservable inputs and assumptions may differ by asset and in the application of our valuation methodologies. The reported fair value estimates could vary materially if we had chosen to incorporate different unobservable inputs and assumptions.

We and our Board of Trustees conduct our fair value determination process on a quarterly basis and any other time when a material decision regarding the fair value of our portfolio investments is required, including in connection with ensuring our compliance with the 1940 Act's requirements regarding the price at which we issue our Shares. A determination of fair value involves subjective judgments and estimates. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of these portfolio investments may differ materially from the values that would have been determined had a readily available market value existed for such investments. Further, such investments are generally less liquid than exchange-traded securities. If we were required to liquidate a portfolio investment that does not have a readily available market value in a forced or liquidation sale, we could realize significantly less than the fair value recorded by us.

The table below presents information on investments classified as Level 3 according to the valuation hierarchy within the investment portfolio on March 31, 2019 and December 31, 2018:



	As of
	March 31, 2019			December 31, 2018
Investments classified as Level 3 fair value	$	265,735		$	283,447
Total investments at fair value	$	375,395		$	374,114
Total assets	$	392,318		$	394,848
Percentage of investment portfolio classified as Level 3 fair value ^{(1) (2)}	70.8		%	75.8		%
Percentage of total assets classified as Level 3 fair value	67.7		%	71.8		%

The ranges of unobservable inputs used in the fair value measurement of our investments classified as Level 3 fair valued as of March 31, 2019 and December 31, 2018 are presented in Note 5. Fair Value of Financial Instruments, as well as the directional impact to the investments' valuation from an increase or decrease in the associated unobservable inputs.

In addition to impacting the estimated fair value recorded for our investments in our consolidated statements of assets and liabilities, had we used different key unobservable inputs to determine the estimated fair value of our investments, amounts recorded in our consolidated statements of operations, including the net change in unrealized appreciation and depreciation on investments, management and performance-based incentive fees would also be impacted. The table below outlines the impact on our results of a 5% increase in the fair value of our Level 3 investments as of March 31, 2019 and December 31, 2018:



	March 31, 2019			December 31, 2018
Fair Value of Level 3 Investments at Period End	$	265,735		$	283,447
Fair Value Assuming a 5% Increase in Value	279,022			297,619

Increase in unrealized appreciation	13,287			14,172
(Increase) in management fees ⁽¹⁾	(57		)	(248		)
(Increase) in performance based incentive fee ⁽²⁾	(2,657		)	(2,834		)
Increase in net assets resulting from operations	$	10,573		$	11,090

Weighted average Common Shares outstanding (basic and diluted)	29,206,056			29,163,651
Common Shares outstanding at the end of the period	29,281,072			29,195,002

Increase in earnings per Common Share	$	0.36		$	0.38
Increase in net asset value per Common Share	$	0.36		$	0.38

_______________


(1)	Increase in management fee for the period ended March 31, 2019 represents only one quarter's worth of the change to the Master Fund's management fee.


(2)	Increase in performance-based incentive fee is calculated as 20% of the increase in unrealized appreciation.

Investment Advisory Fees

See Note 2. Significant Accounting Policies.

Recent Accounting Standards

See Note 2. Significant Accounting Policies.

Contractual Obligations

We have entered into certain agreements under which we have material future commitments.

The Master Fund is a party to an Investment Advisory Agreement with Guggenheim, pursuant to which the Master Fund agreed to pay Guggenheim an investment advisory fee See Note 6. Related Party Agreements and Transactions for a more detailed description of the Investment Advisory Agreement. If the Investment Advisory Agreement is terminated, our costs may increase under any replacement investment advisory agreement that we subsequently enter into. We would also likely incur expenses in identifying and evaluating candidates to provide the

services we expect to receive under any successor investment advisory agreement and administrative services agreement. Any successor investment advisory agreement would also be subject to approval by our shareholders.

In 2015, Hamilton, a wholly-owned, special purpose financing subsidiary of the Master Fund, initially entered into the Hamilton Credit Facility with JPMorgan Chase Bank, National Association, as administrative agent, each of the lenders from time to time party thereto, and U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary. The Hamilton Credit Facility provides for delayed-draw borrowings in an aggregate principal amount of $175.0 million on a committed basis. On June 29, 2018, the Hamilton Credit facility was amended to extend the term from December 17, 2019 to December 29, 2022 and to extend the draw-down term from December 17, 2018 to December 29, 2021, among other things. As of March 31, 2019 and December 31, 2018, we had borrowed $155.0 million and $150.0 million, respectively, and such amounts are due and payable no later than December 29, 2022. See Note 7. Borrowings.

Related Party Transactions

We have entered into agreements with Guggenheim whereby we agreed to pay certain fees to, and reimburse certain expenses, of Guggenheim for investment advisory services and investment-related and administrative costs incurred on our behalf. See Note 6. Related Party Agreements and Transactions for a discussion of related party transactions, investment advisory fees and reimbursement of administrative services expenses.

Organization and Offering Expenses and Reimbursement Arrangements with Guggenheim

Reimbursement for Guggenheim Administrative Services Expenses

Guggenheim has provided administrative services to the Master Fund since September 11, 2017. We will reimburse Guggenheim, for their expenses in connection with the provision of administrative services to us. However, such reimbursement will be made at an amount equal to the lower of their actual costs or the amount that we would be required to pay for comparable administrative services in the same geographic location. Also, such costs will be reasonably allocated to us on the basis of assets, revenues, time records, or other reasonable allocation methods. We do not reimburse Guggenheim for rent, depreciation, utilities, capital equipment, or other administrative items allocated to controlling persons of Guggenheim.

Co-Investment Transactions Exemptive Relief

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

We are subject to financial market risks, including changes in interest rates. As of March 31, 2019, 93.4% of our debt investments (90.7% of our total investments), or $340.6 million measured at fair value, are subject to floating interest rates. Our sole credit facility is also subject to changes in its 3-Month LIBOR base interest rate. A rise in the general level of interest rates can be expected to lead to (i) higher interest income from our floating rate debt investments, (ii) value declines for fixed interest rate investments we may hold, and (iii) higher interest expense in connection with our floating rate credit facility. Since a majority of our investments consist of 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 Guggenheim to meet or exceed the quarterly threshold for performance-based incentive fees as described in Note 6. Related Party Agreements and Transactions.

The following table presents the approximate annualized increase (decrease) in (i) interest income from our investment portfolio, (ii) interest expense associated with our floating rate credit facility, and (iii) the net increase or decrease of interest-related income and expense, directly resulting from hypothetical changes in base interest rates (e.g., LIBOR), assuming no changes in the composition of our investment portfolio and capital structure as of March 31, 2019.



Basis Points (bps) Increase	Annualized Interest Income Increase		Annualized Interest Expense Increase		Annualized Net Increase		Net Increase per Share
+50 bps	$	1,702	$	775	$	927	$	0.03
+100 bps	3,435		1,550		1,885		0.06
+150 bps	5,164		2,325		2,839		0.10
+200 bps	6,895		3,100		3,795		0.13

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine 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 31, 2019, have concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, were effective as of March 31, 2019 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 6, 2019, neither we, nor our subsidiary, were subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or our subsidiary.

From time to time, we, our subsidiary, or Guggenheim 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 consolidated financial position or results of operations.

Item 1A. Risk Factors.

As of March 31, 2019, there have been no material changes from the risk factors set forth in our annual report on Form 10-K dated March 12, 2019.

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

(a) During the three months ended March 31, 2019, we sold 124,069 Shares to one of the Feeder Funds and received $1.0 million in equity capital. Our Shares were sold at a price of $8.06 per Share based on the then current net asset value. The proceeds from the sale of Shares were primarily deployed to acquire investments in portfolio companies.

(b) Not applicable.

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

The following table provides information concerning our repurchases of Common Shares for the quarter ended March 31, 2019:



Period	Total Number of Shares Purchased	Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs⁽¹⁾
January 1 to January 31, 2019	—	—	—	—
February 1 to February 28, 2019	—	—	—	—
March 1 to March 31, 2019	38,000	8.09	38,000	—
Total	38,000		38,000	—

___________________


(1)	The maximum number of shares available for repurchase on March 15, 2019 was 729,091 shares.

Item 3. Defaults Upon Senior Securities.

(a) None.

(b) Not applicable.

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 Section 13 or 15(d) 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

Date:	May 10, 2019	By:	/s/ Matthew S. Bloom
			MATTHEW S. BLOOM
			President and Chief Executive Officer
			(Principal Executive Officer)

Date:	May 10, 2019	By:	/s/ Brian S. Williams
			BRIAN S. WILLIAMS
			Chief Financial Officer
			(Principal Financial Officer)

EXHIBIT INDEX

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



3.1			Certificate of Trust of the Registrant. (Incorporated by reference to Exhibit 3.1 filed with the Registrant's Form 10 as filed on November 5, 2014.)

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. 814-01117) as filed on March 16, 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. 814-01117) as filed October 23, 2017.)

3.4			Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.3 filed with the Registrant's Form 8-K (File No. 814-01117) as filed on March 16, 2016.)

10.4			Investment Advisory Agreement by and between the Registrant and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99.1 filed with the Registrant's Form 8-K (File No. 814-01117) as filed October 23, 2017.)

10.6			Administrative Services Agreement by and between Registrant and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99.2 filed with Form 8-K on August 15, 2017.)

10.7			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.)

10.8			Second Amended and Restated Dealer Manager Agreement by and among the Registrant, Guggenheim Credit Income Fund 2016 T 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.)

10.9			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 Form 8-K on August 15, 2017.)

10.11			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 Form 8-K on August 15, 2017.)

10.12			Second Amended and Restated Loan Agreement, dated as of June 29, 2018, by and among Hamilton Finance LLC, as borrower, JPMorgan Chase Bank, National Association, as administrative agent, each of the lenders from time to time party thereto, and U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary. (Incorporated by reference to Exhibit 10.1 filed with Form 8-K on July 6, 2018.)

14.1			Code of Ethics of the Registrant. (Incorporated by reference to Exhibit 14.1 filed with the Registrant's Form 8-K as filed on November 2, 2018).

14.2			Code of Ethics of Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 14.2 filed with the Registrant's Form 8-K as filed on November 2, 2018).

31.1			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

31.2			Certification of Chief Financial Officer 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 Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)