Attached files
| file | filename |
|---|---|
| EX-99.6 - EXHIBIT 99.6 SECOND QUARTER 2017 OVERVIEW - GUGGENHEIM CREDIT INCOME FUND 2019 | ex996feeders2017q2overview.htm |
| EX-99.4 - EXHIBIT 99.4 AMENDED AND RESTATED EXPENSE SUPPORT CONDITIONAL REIMBURSEMENT AGMT - GUGGENHEIM CREDIT INCOME FUND 2019 | ex994ccifiaandrexpensesup.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 15, 2017 (August 10, 2017)
CAREY CREDIT INCOME FUND – I
(Exact Name of Registrant as Specified in Charter)
Delaware | 814-01091 | 47-2009064 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
50 Rockefeller Plaza | ||||
New York, New York | 10020 | |||
(Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (212) 492-1100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Items 1.01 and 1.02. Entry into a Material Definitive Agreement and Termination of a Material Definitive Agreement.
In connection with the recent announcement by W. P. Carey Inc. ("WPC"), the parent of Carey Credit Income Fund's (the "Master Fund's") investment advisor Carey Credit Advisors, LLC (the "Advisor"), of its decision to exit retail fundraising and to focus on its core real estate business, the Advisor has decided to resign as investment advisor to the Master Fund. At a Board Meeting held on August 10, 2017 (the “Board Meeting”), the Master Fund’s Board of Trustees (the “Board”) accepted the resignation of the Advisor as the Master Fund’s investment advisor (the “Advisor Resignation”) to become effective on September 11, 2017 (the “Advisor Resignation Date”) and appointed Guggenheim Partners Investment Management, LLC ("GPIM") as the Master Fund’s interim advisor to become effective on the Advisor Resignation Date (the “Interim Advisor Appointment”). In connection with the Advisor Resignation and the Interim Advisor Appointment, the Board terminated the Investment Sub-Advisory Agreement with GPIM, approved Amended and Restated Expense Support and Conditional Reimbursement Agreements with GPIM, and approved Amended and Restated Organization and Offering Expense Reimbursement Agreements with GPIM, each to become effective on the Advisor Resignation Date. The Master Fund’s Board, including all of the Independent Trustees, approved a new investment advisory agreement with GPIM (the “New Advisory Agreement”) to become effective upon approval by a majority of the Master Fund’s outstanding common shares (as defined in the 1940 Act). The Interim Advisor Appointment will terminate upon the earlier to occur of (i) 150 days from the Advisor Resignation Date or (ii) the date Master Fund shareholders approve the New Advisory Agreement. At the Board Meeting, the Board set a shareholder meeting date of October 13, 2017 and a record date of August 25, 2017 for Master Fund shareholders to consider the approval of the New Advisory Agreement. At the Board Meeting, the Master Fund’s Board of Trustees also accepted the resignation of Carey Credit Advisors LLC as the Master Fund’s (and each Feeder Fund’s) administrator to become effective on the Advisor Resignation Date and appointed GPIM as the Master Fund’s (and each Feeder Fund’s) new administrator to become effective on the Advisor Resignation Date. At the Board Meeting, the Master Fund’s Board of Trustees also approved the assignment of the Dealer Manager Agreement from the Carey Financial, LLC to Guggenheim Funds Distributors, LLC effective immediately.
The Amended and Restated Expense Support and Conditional Reimbursement Agreements, Amended and Restated Organization and Offering Expense Agreements, and the Administrative Services Agreement with GPIM are materially unchanged from the prior forms of such agreements.
There are no material differences between the terms of the Interim Investment Advisory Agreement between the Master Fund and GPIM approved in connection with the Interim Advisory Appointment and the terms of the prior Investment Advisory Agreement, except for a lower management fee (1.75% of average gross assets) and the inclusion of provisions in the Interim Investment Advisory Agreement which are necessary to comply with the requirements of Rule 15a-4 under the Investment Company Act of 1940, as amended.
In making the Interim Advisor Appointment and approving the New Advisory Agreement, the Board of Trustees, including all of the Independent Trustees, considered a number of factors, including, but not limited to: (i) the Master Fund's and GPIM's performance; (ii) the ability of GPIM to maintain continuity in the investment advisory services that have been provided by the Advisor and GPIM to the Master Fund, including GPIM's expectation that the key personnel of the Advisor who currently provide services to the Master Fund (and the Feeder Funds) will continue to provide those services as employees of GPIM after the Advisor Resignation Date; (iii) GPIM’s representations that it intends to provide the same or greater scope and quality of investment advisory services to the Master Fund that it and the Advisor currently provide; (iv) the estimated fees and expenses of the Master Fund (and, as relevant, the Feeder Funds), including a lower annual management fee of 1.75% of the Master Fund’s average gross assets and continued expense support by GPIM with respect to the Feeder Funds' distributions to shareholders; and (v) GPIM's longer-term business goals with regard to the business and operations of the Master Fund and Feeder Funds. The Board also considered that the Funds' shareholders will not bear any costs associated with the Interim Advisor Appointment and the proposal to shareholders to approve the New Advisory Agreement. Additional information about the Board's considerations will be provided in the Master Fund's proxy materials that will be distributed in connection with the shareholder meeting to consider the approval of the New Advisory Agreement.
Item 2.02. Results of Operations and Financial Condition.
On August 15, 2017, Carey Credit Income Fund — I released an overview announcing its operating results for the quarter ended June 30, 2017, a copy of which is attached hereto as Exhibit 99.6 and incorporated herein by reference.
The information furnished pursuant to Item 2.02 of this Current Report, including Exhibit 99.6, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 2.02, including Exhibit 99.6, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01. | Financial Statements and Exhibits. | |
(d) | Exhibits | |
EXHIBIT NUMBER | DESCRIPTION | |
99.1 | Interim Investment Advisory Agreement by and between Carey Credit Income Fund and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99.1 filed with Carey Credit Income Fund's Form 8-K (File No. 814-01117) filed on August 15, 2017.) | |
99.2 | Administrative Services Agreement by and between the Registrant and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99.2 filed with Carey Credit Income Fund's Form 8-K (File No. 814-01117) filed on August 15, 2017.) | |
99.3 | 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 Carey Credit Income Fund's Form 8-K (File No. 814-01117) filed on August 15, 2017.) | |
99.4 | Form of Amended and Restated Expense Support and Conditional Reimbursement Agreement by and among the Registrant, Carey Credit Advisors, LLC and Guggenheim Partners Investment Management, LLC. (Filed herewith.) | |
99.5 | Assignment and Assumption Agreement for Dealer Manager Agreement by and among the Registrant, Carey Financial, LLC, and Guggenheim Funds Distributors, LLC. (Incorporated by reference to Exhibit 99.4 filed with Carey Credit Income Fund's Form 8-K (File No. 814-01117) filed on August 15, 2017.) | |
99.6 | Second Quarter 2017 Overview. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
CAREY CREDIT INCOME FUND – I | ||
Date: August 15, 2017 | By: | /s/ Paul S. Saint-Pierre |
PAUL S. SAINT-PIERRE | ||
Chief Financial Officer | ||
EXHIBIT INDEX
EXHIBIT NUMBER | DESCRIPTION | |
99.4 | Form of Amended and Restated Expense Support and Conditional Reimbursement Agreement by and among the Registrant, Carey Credit Advisors, LLC and Guggenheim Partners Investment Management, LLC. | |
99.6 | Second Quarter 2017 Overview. | |