~~FORM 10-Q~~UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended ~~September~~June 30, ~~2018~~2019



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

For the transition period from ___________ to ______________

Commission file number 814-01253

Venture Lending & Leasing IX, Inc.

(Exact Name of Registrant as specified in its charter)



Maryland	82-2040715
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

104 La Mesa Drive, Suite 102, Portola Valley, CA	94028
(Address of principal executive offices)	(Zip Code)

(650) 234-4300

(~~Registrant's~~Registrant’s telephone number, including area code)

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

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

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



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

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

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

Indicate the number of shares outstanding of each of the ~~issuer's~~issuer’s classes of common stock, as of the latest practicable date:



Class		Outstanding as of ~~November 9, 2018~~August 14, 2019
Common Stock, ~~$.001~~$0.001 par value		100,000

VENTURE LENDING & LEASING IX, INC.

INDEX



PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Statements of Assets and Liabilities (Unaudited)
	As of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018

	Condensed Statements of Operations (Unaudited)
	For the three and ~~nine~~six months ended ~~September~~June 30, 2019 and 2018

	Condensed ~~Statement~~Statements of Changes in Net Assets (Unaudited)
	For the ~~nine~~three and six months ended ~~September~~June 30, 2019 and 2018

	Condensed ~~Statement~~Statements of Cash Flows (Unaudited)
	For the ~~nine~~six months ended ~~September~~June 30, 2019 and 2018

	Condensed Schedules of Investments (Unaudited)
	As of June 30, 2019 and December 31, 2018

	Notes to Condensed Financial Statements (Unaudited)

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Item 4.	Controls and Procedures

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings

Item 1A.	Risk Factors

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

Item 3.	Defaults Upon Senior Securities

Item 4.	Mine Safety Disclosures

Item 5.	Other Information

Item 6.	Exhibits

SIGNATURES

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VENTURE LENDING & LEASING IX, INC.

CONDENSED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

AS OF ~~SEPTEMBER~~JUNE 30, ~~2018~~2019 AND DECEMBER 31, ~~2017~~2018


	September 30, 2018			December 31, 2017			June 30, 2019			December 31, 2018
ASSETS
Loans, at estimated fair value
(Cost of $51,757,518 and $0)	$	51,757,518		$	—
(cost of $130,203,718 and $79,045,107)							$	130,203,718		$	79,045,107
Cash and cash equivalents	6,189,987			25,000			3,711,441			832,815
Dividend and interest receivables	616,420			—			1,732,259			985,020
Other assets	60,769			—			1,168,111			1,316,366
Total assets	58,624,694			25,000			136,815,529			82,179,308

LIABILITIES
Borrowings under debt facility							56,500,000			6,000,000
Accrued management fees	1,811,250			—			1,811,250			1,811,250
Due to the manager	—			184,165
Derivative liability - interest rate swap							900,934			—
Accounts payable and other accrued liabilities	214,837			$	—		1,709,597			279,331
Total liabilities	2,026,087			184,165			60,921,781			8,090,581

NET ASSETS	$	56,598,607		$	(159,165	)	$	75,893,748		$	74,088,727

Analysis of Net Assets:

Capital paid in on shares of capital stock	$	63,525,000		$	25,000		$	102,525,000		$	82,525,000
Accumulated undistributed deficit	(1,781,371		)	(184,165		)
Net unrealized depreciation on investments							(900,934		)	(1,148,292		)
Distribution in excess of net investment income	(5,145,022		)	—			(25,730,318		)	(7,287,981		)
Net assets (equivalent to $565.99 and ($0.16) per share based on 100,000 shares of capital stock outstanding - See Note 6)	$	56,598,607		$	(159,165	)
Net assets (equivalent to $758.94 and $740.89 per share based on 100,000 shares of capital stock outstanding - See Note 5 and Note 11)							$	75,893,748		$	74,088,727

Commitments & Contingent Liabilities:
Unfunded unexpired commitments (See Note 4)	$	24,250,000		$	—
Unexpired unfunded commitments (See Note 10)							$	69,000,000		$	31,025,000

See notes to condensed financial statements

VENTURE LENDING & LEASING IX, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE AND ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, 2019 AND 2018


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

INVESTMENT INCOME:
Interest on loans	$	1,411,618		$	1,636,371		$	5,405,804		$	224,753		$	9,370,411		$	224,753
Other interest and other income	87,983			107,556			93,128			19,573			144,366			19,573
Total investment income	1,499,601			1,743,927			5,498,932			244,326			9,514,777			244,326

EXPENSES:
Management fees	1,811,250			3,022,058			1,811,250			1,210,808			3,622,500			1,210,808
Organization costs	—			27,654			—			681			—			27,654
Interest expense							895,339			—			1,611,904			—
Banking and professional fees	181,443			207,115			116,612			25,672			292,203			25,672
Other operating expenses	43,625			84,306			30,210			40,680			64,175			40,680
Total expenses	2,036,318			3,341,133			2,853,411			1,277,841			5,590,782			1,304,814
Net investment income (loss)							2,645,521			(1,033,515		)	3,923,995			(1,060,488		)

Net investment loss	(536,717		)	(1,597,206		)
Net realized loss from derivative instruments							(3,995		)	—			(4,914		)	—
Net change in unrealized gain from loans							12,314			—			—			—
Net change in unrealized loss from derivative instruments							(597,571		)	—			(900,934		)	—
Net realized and change in unrealized loss from loans and derivative instruments							(589,252		)	—			(905,848		)	—

Net decrease in net assets resulting from operations	$	(536,717	)	$	(1,597,206	)
Net decrease in net assets resulting from operations per share	$	(5.37	)	$	(15.97	)
Net increase (decrease) in net assets resulting from operations							$	2,056,269		$	(1,033,515	)	$	3,018,147		$	(1,060,488	)

Amounts per common share:
Net increase (decrease) in net assets resulting from operations per share							$	20.56		$	(10.34	)	$	30.18		$	(10.61	)
Weighted average shares outstanding	100,000			100,000			100,000			100,000			100,000			100,000

See notes to condensed financial statements

VENTURE LENDING & LEASING IX, INC.

CONDENSED ~~STATEMENT~~STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

FOR THE ~~NINE~~THREE AND SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, 2019 AND 2018

For the Nine Months Ended September 30, 2018
Net decrease in net assets resulting from operations:
Net investment loss $ (1,597,206 )
Net decrease in net assets resulting from operations (1,597,206 )

Return of capital to shareholder (5,145,022 )
Contributions from shareholder 63,500,000

Net increase in capital transactions 58,354,978

Total increase in net assets 56,757,772

Net assets
Beginning of period (159,165 )

End of period $ 56,598,607



	Common Stock
	Shares	Par Value		Additional Paid-in Capital		Total Distributable Earnings (Loss)			Net Assets
Balance at March 31, 2018	100,000	$	100	$	24,900	$	(211,138	)	$	(186,138	)
Net decrease in net assets resulting from operations	—	—		—		(1,033,515		)	(1,033,515		)
Return of capital to shareholder	—	—		—		(2,015,228		)	(2,015,228		)
Contributions from shareholder	—	—		54,500,000		—			54,500,000
Balance at June 30, 2018	100,000	$	100	$	54,524,900	$	(3,259,881	)	$	51,265,119

Balance at March 31, 2019	100,000	$	100	$	92,524,900	$	(25,608,200	)	$	66,916,800
Net increase in net assets resulting from operations	—	—		—		2,056,269			2,056,269
Distributions of income to shareholder	—	—		—		(2,641,527		)	(2,641,527		)
Return of capital to shareholder	—	—		—		(437,794		)	(437,794		)
Contributions from shareholder	—	—		10,000,000		—			10,000,000
Balance at June 30, 2019	100,000	$	100	$	102,524,900	$	(26,631,252	)	$	75,893,748

Balance at December 31, 2017	100,000	$	100	$	24,900	$	(184,165	)	$	(159,165	)
Net decrease in net assets resulting from operations	—	—		—		(1,060,488		)	(1,060,488		)
Return of capital to shareholder	—	—		—		(2,015,228		)	(2,015,228		)
Contributions from shareholder	—	—		54,500,000		—			54,500,000
Balance at June 30, 2018	100,000	$	100	$	54,524,900	$	(3,259,881	)	$	51,265,119

Balance at December 31, 2018	100,000	$	100	$	82,524,900	$	(8,436,273	)	$	74,088,727
Net increase in net assets resulting from operations	—	—		—		3,018,147			3,018,147
Distributions of income to shareholder	—	—		—		(3,919,081		)	(3,919,081		)
Return of capital to shareholder	—	—		—		(17,294,045		)	(17,294,045		)
Contributions from shareholder	—	—		20,000,000		—			20,000,000
Balance at June 30, 2019	100,000	$	100	$	102,524,900	$	(26,631,252	)	$	75,893,748

See notes to condensed financial statements

VENTURE LENDING & LEASING IX INC.

CONDENSED ~~STATEMENT~~STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, 2019 AND 2018


	For the Nine Months Ended September 30, 2018			For the Six Months Ended June 30, 2019			For the Six Months Ended June 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net decrease in net assets resulting from operations	$	(1,597,206	)
Adjustments to reconcile net decrease in net assets resulting from operation to net cash used in operating activities:
Net increase (decrease) in net assets resulting from operations				$	3,018,147		$	(1,060,488	)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Net realized loss from derivative instruments				4,914			—
Net change in unrealized loss from derivative instruments				900,934			—
Amortization of deferred costs related to borrowing facility				211,610			—
Net increase in dividend and interest receivables	(616,420		)	(747,239		)	—
Net increase in other assets	(60,769		)	(63,355		)	(279,347		)
Net increase in accounts payable, due to the manager, other accrued liabilities, and accrued management fees	1,841,922
Net increase in accounts payable, other accrued liabilities and accrued management fees				1,430,266			1,374,169
Origination of loans	(57,625,000		)	(63,900,000		)	(22,000,000		)
Principal payments on loans	5,867,482			11,978,871			2,472,597
Acquisition of equity securities	(5,145,022		)	(4,450,608		)	(2,015,227		)
Net cash used in operating activities	(57,335,013		)	(51,616,460		)	(21,508,296		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from shareholder	63,500,000
Cash distribution to shareholder				(16,000,000		)	—
Contribution from shareholder				20,000,000			54,500,000
Borrowings under debt facility				60,500,000			—
Repayments of borrowings under debt facility				(10,000,000		)	—
Payments made for interest rate swap				(4,914		)	—
Net cash provided by financing activities	63,500,000			54,495,086			54,500,000

Net increase in cash and cash equivalents	6,164,987			2,878,626			32,991,704

CASH AND CASH EQUIVALENTS:
Beginning of period	25,000			832,815			25,000
End of period	$	6,189,987		$	3,711,441		$	33,016,704

SUPPLEMENTAL DISCLOSURES:
CASH PAID DURING THE PERIOD:
Interest - Debt facility				$	1,282,796		$	—
NON-CASH OPERATING AND FINANCING ACTIVITIES:
Distributions of equity securities to shareholder	$	5,145,022		$	5,213,126		$	2,015,227
Receipt of equity securities as repayment of loans				$	762,518		$	—

See notes to condensed financial statements

VENTURE LENDING & LEASING IX, INC.

CONDENSED SCHEDULES OF INVESTMENTS (UNAUDITED)

AS OF JUNE 30, 2019

As of June 30, 2019, all loans were valued using significant unobservable inputs and were made to non-affiliates. Additionally, all loans were pledged as collateral as part of the debt facility.



Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date

Biotechnology
	Antheia, Inc.		Senior Secured	11.5%		$	1,484,545	$	1,391,594	$	1,391,594	12/1/2022
Biotechnology Total		1.8%				$	1,484,545	$	1,391,594	$	1,391,594

Enterprise Networking
	SnapRoute, Inc.		Senior Secured	11.0%		$	3,364,222	$	3,216,569	$	3,216,569	11/1/2021
Enterprise Networking Total		4.2%				$	3,364,222	$	3,216,569	$	3,216,569

Internet
	Amino Payments, Inc.		Senior Secured	9.0%	4.8%	$	580,886	$	560,288	$	560,288	12/1/2021
	FindShadow, PBC		Senior Secured	11.5%		618,860		577,435		577,435		4/1/2022
	MyPizza Technologies, Inc.		Senior Secured	11.5%		4,918,545		4,598,940		4,598,940		12/1/2022
	Osix Corporation		Senior Secured	12.2%		98,917		84,656		84,656		12/1/2021
	Protecht, Inc.		Senior Secured	12.5%		987,958		941,397		941,397		12/1/2021
	Serface Care, Inc.		Senior Secured	12.2%		742,235		687,198		687,198		2/1/2022
	Serface Care, Inc.		Senior Secured	12.2%		247,193		240,379		240,379		2/1/2022
	Serface Care, Inc. Subtotal					989,428		927,577		927,577
	Thrive Market, Inc.		Senior Secured	12.2%		7,415,033		7,192,263		7,192,263		4/1/2022
Internet Total		19.6%				$	15,609,627	$	14,882,556	$	14,882,556

Medical Devices
	CytoVale, Inc.		Senior Secured	12.0%		$	618,240	$	577,732	$	577,732	3/1/2022
	CytoVale, Inc.		Senior Secured	12.0%		618,494		606,192		606,192		6/1/2022
	CytoVale, Inc.		Senior Secured	12.0%		494,847		484,524		484,524		7/1/2022
	CytoVale, Inc. Subtotal					1,731,581		1,668,448		1,668,448
	Medrobotics Corporation, Inc.		Senior Secured	12.0%		9,886,922		8,716,831		8,716,831		6/1/2021
	NeuMoDx Molecular, Inc.		Senior Secured	12.0%		3,461,736		3,206,429		3,206,429		4/1/2023
	NeuMoDx Molecular, Inc.		Senior Secured	12.0%		3,464,988		3,392,572		3,392,572		4/1/2023
	NeuMoDx Molecular, Inc. Subtotal					6,926,724		6,599,001		6,599,001
Medical Devices Total		22.4%				$	18,545,227	$	16,984,280	$	16,984,280

Other Healthcare
	Caredox, Inc.		Senior Secured	11.8%		$	1,165,294	$	1,115,464	$	1,115,464	10/1/2021
	Discover Echo, Inc.		Senior Secured	11.0%		470,015		446,882		446,882		12/1/2020
	Sparta Software Corporation		Senior Secured	11.5%	2.2%	490,735		466,980		466,980		5/1/2022
	Therapydia, Inc.		Senior Secured	12.0%	1.7%	123,832		111,643		111,643		3/1/2023
	Therapydia, Inc.		Senior Secured	12.5%	1.7%	123,625		123,625		123,625		6/1/2023
	Therapydia, Inc. Subtotal					247,457		235,268		235,268
Other Healthcare Total		3.0%				$	2,373,501	$	2,264,594	$	2,264,594

Other Technology
	Aclima, Inc.		Senior Secured	11.5%	2.3%	$	867,502	$	846,985	$	846,985	4/1/2022
	Aclima, Inc.		Senior Secured	11.0%	2.0%	1,807,770		1,723,639		1,723,639		7/1/2021
	Aclima, Inc. Subtotal					2,675,272		2,570,624		2,570,624



Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
	Apollo Flight Research Inc.		Senior Secured	11.0%		495,327		467,425		467,425		6/1/2022
	AvantStay, Inc.		Senior Secured	11.0%		990,540		938,005		938,005		6/1/2022
	Beanfields, PBC		Senior Secured	12.5%		864,974		802,344		802,344		3/1/2023
	Brightside Benefit, Inc.		Senior Secured	12.1%		741,949		688,563		688,563		9/1/2022
	Brightside Benefit, Inc.		Senior Secured	12.4%		989,684		966,882		966,882		3/1/2023
	Brightside Benefit, Inc. Subtotal					1,731,633		1,655,445		1,655,445
	DOSH Holdings, Inc.		Senior Secured	11.0%		4,952,388		4,677,870		4,677,870		6/1/2022
	DOSH Holdings, Inc.		Senior Secured	11.0%		1,238,432		1,213,212		1,213,212		6/1/2022
	DOSH Holdings, Inc. Subtotal					6,190,820		5,891,082		5,891,082
	Dragonfly Vert, Inc.		Senior Secured	12.5%		988,949		945,895		945,895		12/1/2021
	Fitplan, Inc.*^		Senior Secured	12.5%		741,693		700,004		700,004		3/1/2022
	Fitplan, Inc.*^		Senior Secured	12.5%		247,288		247,288		247,288		3/1/2022
	Fitplan, Inc.*^		Senior Secured	12.5%		494,722		474,894		474,894		3/1/2022
	Fitplan, Inc.*^ Subtotal					1,483,703		1,422,186		1,422,186
	Higher Ground Education, Inc.		Senior Secured	12.5%		2,473,461		2,278,917		2,278,917		1/1/2023
	Hint, Inc.		Senior Secured	11.0%		2,183,103		2,001,842		2,001,842		8/1/2021
	Kobo360, Inc.*^		Senior Secured	11.2%		247,412		240,930		240,930		6/1/2020
	Kobo360, Inc.*^		Senior Secured	11.2%		247,469		247,469		247,469		9/1/2020
	Kobo360, Inc.*^ Subtotal					494,881		488,399		488,399
	Kogniz, Inc.		Senior Secured	12.8%		338,787		268,319		268,319		9/1/2021
	Make School, Inc.		Senior Secured	11.2%		873,526		836,948		836,948		8/1/2021
	Nevada Nanotech Systems, Inc.		Senior Secured	12.0%		814,573		758,532		758,532		6/1/2021
	NewGlobe Schools, Inc.		Senior Secured	12.5%		3,957,329		3,737,731		3,737,731		8/1/2022
	Noteleaf, Inc.		Senior Secured	12.5%		1,470,312		1,375,901		1,375,901		4/1/2023
	Plant Prefab, Inc.		Senior Secured	11.0%		495,284		454,776		454,776		2/1/2022
	Plant Prefab, Inc.		Senior Secured	11.0%		495,373		484,335		484,335		2/1/2022
	Plant Prefab, Inc. Subtotal					990,657		939,111		939,111
	Platform Science, Inc.		Senior Secured	12.0%		1,237,033		1,141,296		1,141,296		2/1/2022
	Plethora, Inc		Senior Secured	11.5%		1,179,545		1,061,920		1,061,920		3/1/2022
	Romaine Empire, Inc.		Senior Secured	11.0%	4.1%	2,972,075		2,767,690		2,767,690		2/1/2023
	Saber es Poder, Inc.		Senior Secured	10.5%		495,435		468,021		468,021		3/1/2022
	Saber es Poder, Inc.		Senior Secured	10.5%		247,754		248,891		248,891		5/1/2022
	Saber es Poder, Inc. Subtotal					743,189		716,912		716,912
	SkyKick, Inc.		Senior Secured	11.0%		4,952,002		4,707,778		4,707,778		6/1/2022
	Strong Arm Technologies, Inc.		Senior Secured	12.0%		882,298		849,310		849,310		5/1/2021
	Theatro Labs, Inc.		Senior Secured	12.0%		1,483,523		1,436,785		1,436,785		8/1/2022
	Thras.io, Inc.		Senior Secured	12.0%	45.2%	270,994		237,368		237,368		4/1/2024
	Thras.io, Inc.		Senior Secured	12.0%	45.1%	179,570		179,570		179,570		4/1/2024
	Thras.io, Inc.		Senior Secured	12.0%	45.1%	177,037		177,037		177,037		5/1/2024
	Thras.io, Inc.		Senior Secured	12.0%	45.1%	262,500		262,500		262,500		6/1/2024
	Thras.io, Inc.		Senior Secured	19.3%	45.1%	350,000		350,000		350,000		6/1/2024
	Thras.io, Inc. Subtotal					1,240,101		1,206,475		1,206,475
	Velo Holdings Limited		Senior Secured	12.0%		2,474,903		2,288,478		2,288,478		6/1/2022
	Virtuix Holdings, Inc.		Senior Secured	12.2%		247,262		240,829		240,829		4/1/2022
	Voodoo Manufacturing, Inc.		Senior Secured	12.0%		371,151		337,527		337,527		3/1/2022
	Wheels Labs, Inc.		Senior Secured	12.5%		4,451,562		4,261,341		4,261,341		8/1/2022
Other Technology Total		63.8%				$	51,252,491	$	48,395,047	$	48,395,047

Security
	Axonius, Inc.		Senior Secured	12.0%		$	451,631	$	434,098	$	434,098	9/1/2021



Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
	Nok Nok Labs, Inc.		Senior Secured	12.5%		988,240		964,880		964,880		6/1/2022
	Safetrust Holdings, Inc.		Senior Secured	12.5%		407,508		375,298		375,298		6/1/2021
Security Total		2.4%				$	1,847,379	$	1,774,276	$	1,774,276

Semiconductors and Equipment
	ETA Compute, Inc.		Senior Secured	12.0%		$	1,441,406	$	1,382,196	$	1,382,196	11/1/2021
Semiconductors and Equipment Total		1.8%				$	1,441,406	$	1,382,196	$	1,382,196

Software
	Alkanza Inc.		Senior Secured	12.5%		$	742,020	$	640,688	$	640,688	3/1/2022
	Blockdaemon, Inc.		Senior Secured	11.2%		218,370		198,519		198,519		8/1/2021
	Blockdaemon, Inc.		Senior Secured	11.2%		247,422		235,508		235,508		6/1/2022
	Blockdaemon, Inc. Subtotal					465,792		434,027		434,027
	Dynamics, Inc.		Senior Secured	12.5%		6,557,312		5,728,098		5,728,098		8/1/2021
	ICX Media, Inc.		Senior Secured	12.5%		494,719		449,055		449,055		5/1/2022
	Interana, Inc.		Senior Secured	11.2%		2,440,968		2,370,178		2,370,178		6/1/2021
	Invoice2Go, Inc.		Senior Secured	12.0%		989,160		862,002		862,002		3/1/2022
	Invoice2Go, Inc.		Senior Secured	12.0%		989,590		972,077		972,077		7/1/2022
	Invoice2Go, Inc.		Senior Secured	12.0%		989,997		970,422		970,422		11/1/2022
	Invoice2Go, Inc. Subtotal					2,968,747		2,804,501		2,804,501
	Ipolipo, Inc.		Senior Secured	12.0%		2,473,300		2,375,033		2,375,033		12/1/2021
	Metawave Corporation		Senior Secured	12.0%		989,553		947,679		947,679		7/1/2022
	Metricly, Inc.		Senior Secured	12.2%		480,271		447,640		447,640		11/1/2021
	Mines.io, Inc.*^		Senior Secured	12.2%		741,689		688,427		688,427		12/1/2021
	Mines.io, Inc.*^		Senior Secured	12.5%		494,512		494,512		494,512		3/1/2022
	Mines.io, Inc.*^ Subtotal					1,236,201		1,182,939		1,182,939
	Oohlala Mobile, Inc.*^		Senior Secured	11.5%		225,823		225,823		225,823		9/1/2021
	Oohlala Mobile, Inc.*^		Senior Secured	11.5%		433,102		433,102		433,102		9/1/2021
	Oohlala Mobile, Inc.*^ Subtotal					658,925		658,925		658,925
	OrderGroove, Inc.		Senior Secured	12.0%		2,473,716		2,330,233		2,330,233		6/1/2023
	OrderGroove, Inc.		Senior Secured	12.0%		1,236,250		1,209,676		1,209,676		6/1/2023
	OrderGroove, Inc. Subtotal					3,709,966		3,539,909		3,539,909
	Owl Cameras, Inc.		Senior Secured	12.5%		3,459,895		3,212,982		3,212,982		12/1/2022
	PlushCare, Inc.		Senior Secured	11.8%		989,613		930,801		930,801		5/1/2022
	Resilio, Inc.		Senior Secured	12.8%		181,169		151,169		151,169		3/1/2021
	Resilio, Inc.		Senior Secured	12.8%		196,417		196,417		196,417		5/1/2021
	Resilio, Inc. Subtotal					377,586		347,586		347,586
	Skillshare, Inc.		Senior Secured	12.0%		1,628,700		1,550,290		1,550,290		6/1/2021
	Skillshare, Inc.		Senior Secured	12.5%		989,137		971,045		971,045		1/1/2022
	Skillshare, Inc.		Senior Secured	12.8%		989,258		970,699		970,699		4/1/2022
	Skillshare, Inc. Subtotal					3,607,095		3,492,034		3,492,034
	Stitch Labs, Inc.		Senior Secured	12.0%		1,483,988		1,376,206		1,376,206		2/1/2022
	Stitch Labs, Inc.		Senior Secured	12.2%		742,309		724,793		724,793		6/1/2022
	Stitch Labs, Inc. Subtotal					2,226,297		2,100,999		2,100,999
	Swivel, Inc.		Senior Secured	12.0%		247,420		225,634		225,634		8/1/2022
	Swivel, Inc.		Senior Secured	12.0%		247,474		247,474		247,474		10/1/2022
	Swivel, Inc. Subtotal					494,894		473,108		473,108
	Talla, Inc.		Senior Secured	12.5%		494,627		451,791		451,791		5/1/2022
	Trendalytics Innovation Labs, Inc.		Senior Secured	12.8%		296,758		258,242		258,242		6/1/2022
	Venuetize, LLC		Senior Secured	12.2%		247,254		220,962		220,962		4/1/2022
	Workspot, Inc.		Senior Secured	12.0%		677,403		628,671		628,671		9/1/2021



Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
Software Total		44.4%				$	36,089,196	$	33,695,848	$	33,695,848

Technology Services
	Keyo AI Inc.		Senior Secured	10.0%		$	495,587	$	464,763	$	464,763	2/1/2022
	Lifit, Inc.*^		Senior Secured	12.0%		494,952		447,334		447,334		8/1/2022
	Loansnap Holdings Inc.*		Senior Secured	11.0%		2,724,688		2,574,407		2,574,407		6/1/2022
	Relimetrics, Inc.		Senior Secured	11.2%		371,246		352,738		352,738		1/1/2022
	Zeel Networks, Inc.		Senior Secured	11.0%		1,237,658		1,161,818		1,161,818		3/1/2022
	Zeel Networks, Inc.		Senior Secured	11.0%		1,238,017		1,215,698		1,215,698		3/1/2022
	Zeel Networks, Inc. Subtotal					2,475,675		2,377,516		2,377,516
Technology Services Total		8.2%				$	6,562,148	$	6,216,758	$	6,216,758
Grand Total		171.6%				$	138,569,742	$	130,203,718	$	130,203,718

* Indicates assets that the Fund deems “non-qualifying assets” under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of the Fund’s total assets at the time of acquisition of any additional non-qualifying assets. As of June 30, 2019, 5.1% of the Fund’s total assets represented non-qualifying assets. As part of this calculation, the numerator consists of all eligible portfolio companies as defined in Section 2(a)(46) of the 1940 Act; and the denominator consists of total assets less the assets described in Section 55(a)(7) of the 1940 Act.

^ Entity is not domiciled in the United States and does not have its principal place of business in the United States.

(a) The percentage of net assets that each industry group represents is shown with the industry totals (the sum of the percentages does not equal 100% because the percentages are based on net assets as opposed to total loans).

The interest rate is the designated annual interest rate exclusive of any original issue discount, fees or end of term payment. The end of term payments are contractually due on the maturity date and are in addition to the interest rate shown. End of term payments are the percentage of the final payment divided by the original loan amount and are amortized over the full term of the loan.

See notes to condensed financial statements

VENTURE LENDING & LEASING IX, INC.

CONDENSED SCHEDULES OF INVESTMENTS (UNAUDITED)

AS OF DECEMBER 31, 2018

As of December 31, 2018, all loans were valued using significant unobservable inputs and were made to non-affiliates. Additionally, all loans were pledged as collateral as part of the debt facility.



Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date

Biotechnology
	Antheia, Inc.		Senior Secured	11.5%		$	1,485,403	$	1,376,139	$	1,376,139	12/1/2022
Biotechnology Total		1.9%				$	1,485,403	$	1,376,139	$	1,376,139

Enterprise Networking
	SnapRoute, Inc.		Senior Secured	11.0%		$	3,466,659	$	3,266,067	$	3,266,067	11/1/2021
Enterprise Networking Total		4.4%				$	3,466,659	$	3,266,067	$	3,266,067

Internet
	Amino Payments, Inc.		Senior Secured	9.0%	4.8%	$	625,521	$	597,770	$	597,770	12/1/2021
	DreamCloud Holdings, LLC		Senior Secured	12.0%		4,948,333		4,232,618		4,232,618		12/1/2021
	Osix Corporation		Senior Secured	12.3%		98,605		80,379		80,379		12/1/2021
	Protecht, Inc.		Senior Secured	12.5%		988,684		926,867		926,867		12/1/2021
	Thrive Market, Inc.		Senior Secured	12.3%		7,420,042		7,134,488		7,134,488		4/1/2022
Internet Total		17.5%				$	14,081,185	$	12,972,122	$	12,972,122

Medical Devices
	CytoVale, Inc.		Senior Secured	12.0%		$	618,631	$	566,206	$	566,206	3/1/2022
	Medrobotics Corporation, Inc.		Senior Secured	12.0%		9,893,475		8,990,046		8,990,046		6/1/2021
	NeuMoDx Molecular, Inc.		Senior Secured	12.0%		3,463,954		3,168,810		3,168,810		4/1/2023
Medical Devices Total		17.2%				$	13,976,060	$	12,725,062	$	12,725,062

Other Healthcare
	Caredox, Inc.		Senior Secured	11.8%		$	1,237,487	$	1,168,686	$	1,168,686	10/1/2021
	Discover Echo, Inc.		Senior Secured	11.0%		610,296		571,549		571,549		12/1/2020
Other Healthcare Total		2.4%				$	1,847,783	$	1,740,235	$	1,740,235

Other Technology
	Aclima, Inc.		Senior Secured	11.0%	0.5%	$	2,109,845	$	1,987,764	$	1,987,764	7/1/2021
	Brightside Benefit, Inc.		Senior Secured	12.1%		742,419		676,970		676,970		9/1/2022
	Dragonfly Vert, Inc.		Senior Secured	12.5%		984,722		928,746		928,746		12/1/2021
	Fitplan, Inc.* ^		Senior Secured	12.5%		742,195		689,277		689,277		3/1/2022
	Hint, Inc.		Senior Secured	11.0%		2,475,778		2,217,362		2,217,362		8/1/2021
	Kobo360 Inc.* ^		Senior Secured	11.3%		247,553		235,597		235,597		6/1/2020
	Kobo360 Inc.* ^		Senior Secured	11.3%		247,607		247,607		247,607		9/1/2020
	Kobo360 Inc.* ^ Subtotal					495,160		483,204		483,204
	Kogniz, Inc.		Senior Secured	12.8%		370,935		274,751		274,751		9/1/2021
	Make School, Inc.		Senior Secured	11.3%		990,265		937,821		937,821		8/1/2021
	Nevada Nanotech Systems, Inc.		Senior Secured	12.0%		989,590		906,963		906,963		6/1/2021
	Plethora, Inc.		Senior Secured	9.5%	4.3%	500,151		462,877		462,877		6/1/2021
	Plethora, Inc.		Senior Secured	9.5%	4.3%	248,860		244,096		244,096		9/1/2021
	Plethora, Inc.		Senior Secured	9.5%	4.3%	496,863		486,908		486,908		10/1/2021
	Plethora, Inc. Subtotal					1,245,874		1,193,881		1,193,881
	Scoot Networks, Inc.		Senior Secured	12.8%		879,262		818,310		818,310		3/1/2021
	SkyKick, Inc.		Senior Secured	11.0%		4,952,637		4,660,147		4,660,147		6/1/2022



Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
	Strong Arm Technologies, Inc.		Senior Secured	12.0%		1,081,134		1,031,438		1,031,438		5/1/2021
	Theatro Labs, Inc.		Senior Secured	12.0%		1,484,478		1,426,311		1,426,311		8/1/2022
	Virtuix Holdings, Inc.		Senior Secured	12.3%		247,423		239,317		239,317		4/1/2022
Other Technology Total		24.9%				$	19,791,717	$	18,472,262	$	18,472,262

Security
	Axonius, Inc.		Senior Secured	12.0%		$	494,882	$	470,235	$	470,235	9/1/2021
	Nok Nok Labs, Inc.		Senior Secured	12.5%		988,949		959,222		959,222		6/1/2022
	Safetrust Holdings, Inc.		Senior Secured	12.5%		494,508		447,173		447,173		6/1/2021
Security Total		2.5%				$	1,978,339	$	1,876,630	$	1,876,630

Semiconductors and Equipment
	ETA Compute, Inc.		Senior Secured	12.0%		$	1,484,845	$	1,404,604	$	1,404,604	11/1/2021
Semiconductors and Equipment Total		1.9%				$	1,484,845	$	1,404,604	$	1,404,604

Software
	Blockdaemon, Inc.		Senior Secured	11.3%		$	247,555	$	219,310	$	219,310	8/1/2021
	Dynamics, Inc.		Senior Secured	12.5%		7,420,031		6,251,460		6,251,460		8/1/2021
	Interana, Inc.		Senior Secured	11.3%		2,970,465		2,865,164		2,865,164		6/1/2021
	Invoice2Go, Inc.		Senior Secured	12.0%		989,788		829,825		829,825		3/1/2022
	Ipolipo, Inc.		Senior Secured	12.0%		2,453,333		2,323,285		2,323,285		12/1/2021
	Metricly, Inc.		Senior Secured	12.3%		494,715		450,708		450,708		11/1/2021
	Mines.io, Inc.* ^		Senior Secured	12.3%		742,179		671,683		671,683		12/1/2021
	Mines.io, Inc.* ^		Senior Secured	12.5%		494,618		494,618		494,618		3/1/2022
	Mines.io, Inc.* ^ Subtotal					1,236,797		1,166,301		1,166,301
	Oohlala Mobile, Inc.* ^		Senior Secured	11.5%		247,581		247,581		247,581		9/1/2021
	Oohlala Mobile, Inc.* ^		Senior Secured	11.5%		469,136		469,136		469,136		9/1/2021
	Oohlala Mobile, Inc.* ^ Subtotal					716,717		716,717		716,717
	OrderGroove, Inc.		Senior Secured	12.0%		2,474,167		2,311,992		2,311,992		6/1/2023
	PlushCare, Inc.		Senior Secured	11.8%		990,205		917,120		917,120		5/1/2022
	Resilio, Inc.		Senior Secured	12.8%		225,964		180,310		180,310		3/1/2021
	Resilio, Inc.		Senior Secured	12.8%		240,276		240,276		240,276		5/1/2021
	Resilio, Inc. Subtotal					466,240		420,586		420,586
	Skillshare, Inc.		Senior Secured	12.0%		1,978,640		1,862,640		1,862,640		6/1/2021
	Stitch Labs, Inc.		Senior Secured	12.0%		1,484,916		1,346,447		1,346,447		2/1/2022
	Venuetize, LLC		Senior Secured	12.3%		247,416		214,060		214,060		4/1/2022
	Workspot, Inc.		Senior Secured	12.0%		742,276		674,121		674,121		9/1/2021
	Zoomdata, Inc.		Senior Secured	11.5%		736,105		699,299		699,299		3/1/2022
Software Total		31.4%				$	25,649,366	$	23,269,035	$	23,269,035

Technology Services
	Keyo AI Inc.		Senior Secured	10.0%		$	495,800	$	455,925	$	455,925	2/1/2022
	Relimetrics, Inc.		Senior Secured	11.3%		371,450		347,197		347,197		1/1/2022
	Zeel Networks, Inc.		Senior Secured	11.0%		1,238,318		1,139,829		1,139,829		3/1/2022
Technology Services Total		2.6%				$	2,105,568	$	1,942,951	$	1,942,951
Grand Total		106.7%				$	85,866,925	$	79,045,107	$	79,045,107

* Indicates assets that the Fund deems “non-qualifying assets” under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of the Fund’s total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2018, 3.8% of the Fund’s total assets represented non-qualifying assets. As part of this calculation, the numerator consists of all eligible portfolio companies as defined in Section 2(a)(46) of the 1940 Act; and the denominator consists of total assets less the assets described in Section 55(a)(7) of the 1940 Act.

^ Entity is not domiciled in the United States and does not have its principal place of business in the United States.

See notes to condensed financial statements

VENTURE LENDING & LEASING IX, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


1.	ORGANIZATION AND OPERATIONS OF THE FUND

Venture Lending & Leasing IX, Inc. (the “Fund”) was incorporated in Maryland on June 28, 2017 as a non-diversified, closed-end management investment company electing status as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”) and is managed by Westech Investment Advisors, LLC ~~(“Manager”~~(the “Manager” or “Management”). The Fund will be dissolved on December 31, 2028 unless ~~an election is made to dissolve earlier by~~ the Board of Directors ~~of the Fund~~ (the “Board”). opts to elect early dissolution. One hundred percent of the stock of the Fund is held by Venture Lending & Leasing IX, LLC (the “Company”). Prior to commencing its operations on May 2, 2018, the Fund had no operations other than accruing organizational expenses and the sale to the Company of 100,000 shares of common stock, $0.001 par value ~~(“Shares”)~~for $25,000 in June ~~2017 and the receipt of $25,000 from the Company as consideration for the purchase of the Shares.~~2017. This issuance of stock was a requirement to apply for a finance lender’s license from the California Commissioner of Corporations, which was obtained on September 22, 2017.

The Fund’s investment objective is to achieve a superior ~~risk adjusted~~risk-adjusted investment ~~return~~returns and it seeks to achieve that objective by providing debt financing to portfolio ~~companies;~~companies, most of which are private. The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments and generally distributes these warrants to its shareholder upon ~~receipt.~~receipt, or soon thereafter. The Fund also has guidelines for the ~~percentage~~percentages of total assets ~~which will be~~that are invested in different types of assets.

The portfolio investments of the Fund primarily consist of debt financing to early and expansion stage venture capital-backed technology companies.

In the Manager’s opinion, the accompanying condensed interim financial statements (hereafter referred to as “financial statements”) include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of financial position and results of operations for interim periods. Certain information and note disclosures normally included in audited annual financial statements prepared in accordance with United States Generally Accepted Accounting Principles ~~in the United States of America~~ (“U.S. GAAP”) have been omitted; however, the Fund believes that the disclosures made are adequate to make the information presented not misleading. The interim results for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 are not necessarily indicative of what the results would be for a full year. These financial statements should be read in conjunction with the financial statements and the notes included in the Fund’s Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The preparation of financial statements in conformity with U.S. GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. As an investment company, the Fund follows accounting and reporting guidance as set forth in Topic 946 (“Financial Services - Investment Companies”) of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, as amended (“ASC”).

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and ~~cash equivalents~~money market mutual funds with maturities of 90 days or less. ~~Included in this are money~~Money market mutual funds ~~that~~held as cash equivalents are valued at their most recently traded ~~price prior to the valuation date.~~net asset value. Within cash and cash equivalents, as of ~~September~~June 30, ~~2018,~~2019, the Fund held ~~6,939,066~~3,711,441 units in the Blackrock Treasury Trust Institutional Fund valued at $1 per unit at a yield of ~~1.86%. Cash and cash equivalents were $6,189,987,~~1.95%, which represented ~~10.9%~~4.9% of the net assets of the Fund.

Interest Income

Interest income on loans is recognized on an accrual basis using the effective interest method including amounts resulting from the amortization of ~~discounts attributable to~~ equity securities ~~received~~included as additional compensation as part of athe loan ~~transaction.~~agreements. Additionally, fees received as part of the transaction are added to the loan discount and amortized over the life of the loan.

Investment Valuation Procedures

The Fund accounts for loans at fair value in accordance with the valuation methods below. All valuations are determined under the direction of the Manager, in accordance with ~~those~~the valuation methods.

The Fund’s loans are valued coincident with the issuance of its ~~periodic~~quarterly financial statements, the issuance or repurchase of the Fund’s shares at a price equivalent to the current net asset value per share, and at such other times as required by law. On a quarterly basis, Management submits to the Board a valuation report and valuation notes, which ~~details~~detail the rationale for the valuation of each investment.

As of ~~September~~June 30, 2019 and December 31, 2018, the financial statements ~~include~~included nonmarketable investments of ~~$51.8~~$130.2 million and $79.0 million, respectively, (or ~~88.3%~~95.2% and 96.2% of total ~~assets)~~assets, respectively), ~~and as of December 31, 2017,~~with the ~~Fund had not yet commenced investment operations and accordingly had no nonmarketable investments. The~~ fair ~~value of each investment is~~values determined by the Manager in the absence of readily determinable market values. Because of the inherent uncertainty of these valuations, estimated fair values of such investments may differ significantly from the values that would have been used had a ~~readily available~~ready market for the securities existed, and the differences could be material. Below is the information used by the Manager in making these estimates.

Loans

The Fund defines fair value as the price that would be received to sell an asset or paid to lower a liability in an orderly transaction between market participants at the measurement date. Because there is no readily available market price and no secondary market for substantially all of the debt investments made by the Fund ~~into~~in its borrowing portfolio companies, Management determines fair value based on hypothetical markets, and on several factors related to each borrower, including, but not limited to, the borrower’s payment history, available cash and “burn rate,” revenues, net income or loss, the likelihood that the borrower will be able to secure additional financing in the future, and an evaluation of the general interest rate environment. The amount of any valuation adjustment considers the estimated amount and timing of cash payments of principal and interest from the borrower and/or liquidation analysis and is determined based upon a credit analysis of the borrower and an analysis of the expected recovery from the borrower, including consideration of factors such as the nature and quality of the Fund’s security interests in collateral, the estimated value of the Fund’s collateral, the size of the loan, and the estimated time that will elapse before the Fund achieves a recovery. Management has evaluated these factors and has concluded that, ~~together,~~ the effect of deterioration in the quality of the underlying collateral, increase in size of the loan, increase in the estimated time to recovery and increase in the hypothetical market coupon rate would have the effect of lowering the value of the current portfolio of loans.

~~Non-accrual~~Non-Accrual Loans

The Fund’s policy is to classify a loan as non-accrual when the portfolio company is delinquent for three consecutive months on its monthly loan ~~payments,~~payment, or, in the opinion of Management, either ceases or drastically curtails its ~~operations~~operation and Management deems that it is unlikely that the loan will return to performing status. When a loan is placed on non-accrual status, all interest previously accrued but not collected is reversed for the quarter in which the loan was placed on non-accrual status. Any uncollected interest related to quarters prior to when the loan was placed on non-accrual status is added to the principal balance, and the aggregate balance of the principal and interest is evaluated in accordance with the policy for valuation of loans in determining Management’s best estimate of fair value. Interest received by the Fund on non-accrual loans will be recognized as interest income if and when the proceeds ~~received~~ exceed the book value of the respective loan.

If a borrower of a non-accrual loan resumes making regular payments and Management believes that such borrower has regained the ability to service the loan on a sustainable basis, the loan is reclassified back to accrual or performing status. Interest that would have been accrued during the time a loan was classified as non-accrual will be added back to the remaining payment schedule causing a change in the effective interest rate.

As of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, there were no loans classified as non-accrual.

Warrants and Equity Securities

Warrants and equity securities ~~that are~~ received in connection with loan transactions ~~will be~~are measured at a fair value at the time of acquisition. Warrants are valued based on a modified Black-Scholes option pricing model which considers, among several factors, the underlying stock value, expected term, volatility, and ~~the~~ risk-free interest rate. It is anticipated that such securities will be distributed by the Fund to the Company simultaneously with, or shortly following, their acquisition.

The underlying asset value is estimated based on information available, including information regarding recent rounds of funding of the portfolio company, or the publicly-quoted stock price at the end of the financial reporting period for warrants for comparable publicly-quoted securities.

Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant price, is based on an index of publicly traded companies grouped by industry and which are similar in nature to the underlying portfolio companies issuing the warrant (“Industry Index”). The volatility assumption for each Industry Index is based on the average volatility for individual public companies within the portfolio company’s industry for a period of time approximating the expected life of the warrants. A hypothetical increase in the volatility of the warrants used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.

The remaining expected lives of warrants are based on historical experience of the average life of the warrants, as warrants are often exercised in the event of acquisitions, mergers, or initial public offerings and terminated due to events such as bankruptcies, restructuring activities, or additional financings. These events cause the expected term to be less than the remaining contractual term of the warrants. ~~The~~For the six months ended June 30, 2019 and 2018, the Fund assumed the average duration of a warrant is 3.5 years ~~for the nine months ended September 30, 2018.~~since inception. The effect of a hypothetical increase in the estimated initial term of the warrants used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.

The risk-free interest rate is derived from the constant maturity tables issued by the U.S. Treasury Department. The effect of a hypothetical increase in the estimated risk-free rate used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.

The Fund engages an independent valuation company to provide valuation assistance with respect to the warrants received as part of loan consideration, including an evaluation of the Fund’s valuation methodology and the reasonableness of the assumptions used from the perspective of a market participant. The independent valuation company also calculates several of the inputs used, such as volatility and risk-free rate.

Other Assets and Liabilities

Other assets include costs incurred in conjunction with borrowings under the Fund’s debt facility and are stated at initial cost. These costs are amortized over the term of the facility.

As of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the fair values of Other ~~Assets~~assets and ~~Liabilities~~accrued liabilities are estimated at their carrying values because of the short-term nature of these assets and liabilities.

As of June 30, 2019 and December 31, 2018, based on the borrowing rates available to the Fund, the estimated fair values of the borrowings under the debt facility were $56.5 million and $6.0 million, respectively.

Commitment Fees

Unearned income and commitment fees on loans are recognized using the ~~effective interest~~effective-interest method over the term of the loan. Commitment fees are carried as liabilities when received for commitments upon which no draws have been made. When the first draw is made, the fee is treated as unearned income and is recognized as described above. If a draw is never made, the forfeited commitment fee less any applicable legal costs becomes recognized as other income after the commitment expires.

Deferred Bank Fees

~~Recent Accounting Pronouncements~~

~~In August 2018, the Securities~~The deferred bank fees and Exchange Commission (“SEC”) issued Release No. 33-10532 Disclosure Update and Simplification, which amended Regulation S-X and certain other securities laws (the “Amendments”) effective November 5, 2018. The SEC adopted the Amendmentscosts associated with the ~~intention~~debt facility are included in Other assets in the Condensed Statements of ~~simplifying reporting through~~Assets and Liabilities and are being amortized over the ~~elimination~~estimated life of ~~redundant, duplicative, overlapping, outdated, or superseded disclosure requirements.~~ the facility, which currently matures on December 20, 2021. The amortization of these costs is recorded as Interest expense in the Condensed Statements of Operations.

Interest Rate Swap and Floor Agreement

The Fund has ~~reviewed~~entered into an interest rate swap and ~~adopted~~floor agreement to hedge its interest rate on its expected borrowings under its debt facility (see Note 8). The floor allows the ~~applicable Amendments, including~~Fund to match the swap with ~~respect to Regulation S-X.~~the terms of the variable rate index of the debt facility. The ~~Amendments did not have a material impact~~interest rate swap and floor are primarily valued on the ~~Fund's financial statements or disclosures.~~

~~In August 2018,~~basis of quotes obtained from banks, brokers and dealers and adjusted for counterparty risk and the ~~Financial Accounting Standards Board (“FASB”) issued ASU 2018-13, “Fair Value Measurement (Topic 820),”~~optionality of the interest rate floor. The valuation of the swap and floor agreement also considers the future expected interest rates on the notional principal balance remaining which ~~made changes~~is comparable to what a prospective acquirer would pay on the measurement date. Valuation pricing models consider inputs such as forward rates, anticipated interest rate volatility relating to the reference rate, as well as time value and other factors underlying swap instruments. The contract is recorded at fair value ~~measurement disclosure requirements~~ in ~~ASC 820, “Fair Value Measurements~~either Derivative asset - interest rate swap or Derivative liability - interest rate swap in the Condensed Statements of Assets and ~~Disclosures.”~~Liabilities, depending on whether the value of the contract is in favor of the Fund or the counterparty. The changes ~~included new disclosure requirements, elimination~~in fair value are recorded in Net change in unrealized gain (loss) from derivative instruments in the Condensed Statements of ~~some requirements~~Operations and the ~~modification~~quarterly interest received or paid on the contract, if any, is recorded in Net realized gain (loss) from derivative instruments in the Condensed Statements of ~~others. ASU 2018-13 is effective for annual reporting periods,~~Operations. The interest rate swap and ~~the interim periods within those periods, beginning after~~floor agreement terminates on December ~~15, 2019. The Fund does not believe that ASU 2018-13 will have a material impact on its financial statements or disclosures, but continue to evaluate the ASU requirements.~~20, 2021.

3. ~~SCHEDULES OF INVESTMENTS~~

~~As of September 30, 2018, all loans were valued using significant unobservable inputs and were made to non-affiliates as follows (unaudited):~~

Borrower
Percentage of
Net Assets
Estimated Fair Value 9/30/2018 Par Value 9/30/2018
Final
Maturity
Date
Enterprise Networking
SnapRoute, Inc. $ 3,241,916
$ 3,241,916
11/1/2021
Subtotal: 5.7% $ 3,241,916
$ 3,241,916

Internet
Amino Payments, Inc. $ 591,643
$ 591,643
12/1/2021
Protecht, Inc. 920,038
920,038
12/1/2021
Thrive Market, Inc. 7,107,119
7,107,119
4/1/2022
Subtotal: 15.2% $ 8,618,800
$ 8,618,800

Medical Devices
Medrobotics Corporation $ 8,844,856
$ 8,844,856
6/1/2021
NeuMoDx Molecular, Inc. 3,132,543
3,132,543
4/1/2023
Subtotal: 21.2% $ 11,977,399
$ 11,977,399

Other Healthcare
Discover Echo, Inc. $ 629,899
$ 629,899
12/1/2020
Subtotal: 1.1% $ 629,899
$ 629,899

Other Technology
Aclima, Inc. $ 1,950,196
$ 1,950,196
7/1/2021
Hint, Inc. 2,180,693
2,180,693
8/1/2021
Kobo360 Inc.* 480,275
480,275
9/1/2020
Make School, Inc. 930,317
930,317
8/1/2021

Borrower
Percentage of
Net Assets
Estimated Fair Value 9/30/2018 Par Value 9/30/2018
Final
Maturity
Date
Nevada Nanotech Systems, Inc. 893,649
893,649
6/1/2021
Plethora, Inc. 697,076
697,076
9/1/2021
Scoot Networks, Inc. 889,271
889,271
3/1/2021
Strong Arm Technologies, Inc. 1,054,699
1,054,699
5/1/2021
Theatro Labs, Inc. 1,409,778
1,409,778
8/1/2022
Subtotal: 18.5% $ 10,485,954
$ 10,485,954

Security
Nok Nok Labs, Inc. $ 956,539
$ 956,539
6/1/2022
Safetrust Holdings, Inc. 439,628
439,628
6/1/2021
Subtotal: 2.5% $ 1,396,167
$ 1,396,167

Software
Blockdaemon, Inc. $ 215,332
$ 215,332
8/1/2021
Dynamics, Inc. 6,118,747
6,118,747
8/1/2021
Interana, Inc. 2,848,050
2,848,050
6/1/2021
Invoice2Go, Inc. 818,360
818,360
3/1/2022
Metricly, Inc. 445,550
445,550
11/1/2021
Mines.io, Inc.* 665,410
665,410
12/1/2021
Oohlala Mobile, Inc.* 465,687
465,687
9/1/2021
Resilio, Inc. 193,135
193,135
3/1/2021
Skillshare, Inc. 1,843,895
1,843,895
6/1/2021
Workspot, Inc. 661,832
661,832
9/1/2021
Subtotal: 25.2% $ 14,275,998
$ 14,275,998

Technology Services
Zeel Networks, Inc. 1,131,385
1,131,385
3/1/2022
Subtotal: 2.0% $ 1,131,385
$ 1,131,385

Total Loans (Cost of $51,757,518) 91.4% $ 51,757,518
$ 51,757,518

* Indicates assets that the Fund deems “non-qualifying assets” under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of the Fund’s total assets at the time of acquisition of any additional non-qualifying assets. As of September 30, 2018, 2.8% of the Fund’s assets represented non-qualifying assets. As part of this calculation, the numerator consists of all eligible portfolio companies as defined in Section 2(a)(46) of the 1940 Act; and the denominator consists of total assets less the assets described in Section 55(a)(7) of the 1940 Act.

~~As of December 31, 2017, the Fund had not yet commenced investment operations and accordingly had no loans or other investments to report.~~

4. FAIR VALUE DISCLOSURES

The Fund ~~primarily~~ provides asset-based financing primarily to start-up and emerging growth venture-backed companies ~~which are generally made to borrowers~~ pursuant to commitments whereby the Fund agrees to finance assets and provide working or growth capital up to a specified amount for the term of the commitment, upon the terms and subject to the

conditions specified by such commitment. Even though these loans are generally secured by the assets of the borrowers, the Fund in most cases is subject to the credit risk of such companies. As of ~~September~~June 30, ~~2018,~~2019, the Fund’s investments in loans were primarily to companies based within the United States and ~~it is anticipated that the Fund’s portfolio will be well~~were diversified ~~and consist of companies~~among borrowers in the ~~communications, information services, media, and technology, including software and technology-enabled business services, bio-technology, and medical devices~~ industry ~~sectors, among others. The percentage~~segments shown in the Condensed Schedules of net assets that each industry group represents is shown with the industry totals above (the sum of the percentages does not equal 100 percent because the percentages are based on net assets as opposed to total loans).Investments. All loans are senior to unsecured creditors and other secured creditors, unless as indicated in the ~~Schedule above.~~Condensed Schedules of Investments.

The Fund defines fair value as 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; that is, an exit price. The exit price assumes the asset or liability was exchanged in an orderly transaction; it was not a forced liquidation or distressed sale. Because there is no readily available market price and no secondary market for substantially all of the debt investments made by the Fund to borrowing portfolio companies, Management determines fair value (or estimated exit value) based on a hypothetical market, and several factors related to each borrower.

Loan balances in the ~~tables above~~Condensed Schedules of Investments are ~~summarized~~listed by borrower. Typically, a borrower’s balance will be composed of several loans drawn under a commitment made by the Fund with the interest rate on each loan fixed at the time each loan is funded. Each loan drawn under a commitment ~~may have~~has a different maturity date and amount.

For the three and six months ended June 30, 2019, the weighted-average interest rate on both the performing and ~~for~~all loans was 19.04% and 18.36%, respectively, which was inclusive of both cash and non-cash interest income. For the period from May 2, 2018, the commencement of investment operations, through ~~September~~June 30, 2018, the weighted-average interest rate on both the performing and all loans ~~were 16.24% and 15.35%, respectively, which were inclusive of both cash and non-cash interest income.~~was 18.37%. For the three and six months ended June 30, 2019, the weighted-average interest rate on the cash portion of the interest income was 13.25% and ~~for~~12.95%, respectively. For the period from May 2, 2018, the commencement of investment operations, through ~~September~~June 30, 2018, the weighted-average interest rate on the cash portion of the interest income ~~were 12.23% and 11.48%, respectively.~~was 13.11%.

Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including early payoffs, volatility of values ascribed to warrants and new loans funded during the period.

The risk profile of a loan changes when events occur that impact the credit analysis of the borrower and loan as ~~described~~discussed in ~~our~~the Fund’s loan accounting policy. Such changes result in the fair value adjustments made to the individual loans, which in accordance with U.S. GAAP, would be based on the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. Where the risk profile is consistent with the original underwriting, which is primarily the case for this loan portfolio, the ~~par value~~cost basis of the loan ~~will approximate~~often approximates fair value.

AsAll loans as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018 were pledged as collateral for the debt facility, and the Fund’s borrowings are generally collateralized by all assets of the Fund. As of June 30, 2019 and December 31, 2018, the Fund ~~has~~had unexpired unfunded commitments to borrowers of ~~$24.3~~$69.0 million and ~~$0,~~$31.0 million, respectively.

Valuation Hierarchy

Under the ~~Financial Accounting Standards Board~~FASB ASC Topic 820 (“~~FASB”) Accounting Standards Codification (“ASC”) 820-10 “Fair~~Fair Value Measurement”), the Fund categorizes its fair value measurements according to in a three-level hierarchy. The hierarchy prioritizes the inputs used by the Fund’s valuation techniques. A level is assigned to each fair value measurement based on the lowest level input that is significant to the fair value measurement in its entirety.

The three levels of the fair value hierarchy are defined as follows:



Level 1		Unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date.
Level 2		Prices or valuations based on observable inputs other than quoted prices in active markets for identical assets and liabilities.
Level 3		Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Transfers of investments between levels of the fair value hierarchy are recorded on the actual date of the event or change in circumstances that caused the transfer. There were no transfers in and out of Level 1, 2, and 3 during the ~~period~~three and six months ended ~~September~~June 30, 2019 and 2018.

The Fund’s cash equivalents were valued at the traded net asset value of the money market ~~mutual fund, and therefore,~~fund. As a result, these measurements are classified as Level 1.

The Fund’s interest rate swap derivative is based on quotes from the market makers that derive fair values from market data, and therefore, is classified as Level 2. The Fund’s borrowings under the debt facility are also classified as Level 2, because the borrowings are based on rates that are observable at commonly quoted intervals, which are Level 2 inputs. The Fund’s loan transactions are individually negotiated and unique, and because there is no market in which these assets trade, the inputs for these assets, which are valued using estimated exit values, are classified as Level 3.

The following table provides quantitative information about the Fund’s Level 3 fair value measurements of ~~its~~the Fund’s investments by industry as of ~~September~~June 30, 2019 and December 31, 2018. In addition to the techniques and inputs noted in the tables below, the Fund may also use other valuation techniques and methodologies when determining its fair value measurements.



Investment Type - Level 3
Debt Investments	Fair Values at June 30, 2019		Valuation Techniques / Methodologies	Unobservable Inputs	Weighted Averages / Amounts or Ranges

Biotechnology	$	1,391,594	Hypothetical market analysis	Hypothetical market coupon rate	15%

Enterprise Networking	3,216,569		Hypothetical market analysis	Hypothetical market coupon rate	15%

Internet	14,882,556		Hypothetical market analysis	Hypothetical market coupon rate	15%

Medical Devices	16,984,280		Hypothetical market analysis	Hypothetical market coupon rate	20%
			Income approach	Expected amount and timing of cash flow payments Discount rate	$10,961,111 3%

Other Healthcare	2,264,594		Hypothetical market analysis	Hypothetical market coupon rate	16%

Other Technology	48,395,047		Hypothetical market analysis	Hypothetical market coupon rate	16%

Security	1,774,276		Hypothetical market analysis	Hypothetical market coupon rate	16%

Semiconductors and Equipment	1,382,196		Hypothetical market analysis	Hypothetical market coupon rate	16%

Software	33,695,848		Hypothetical market analysis	Hypothetical market coupon rate	18%
			Income approach	Expected amount and timing of cash flow payments Discount rate	$494,539 3%

Technology Services	6,216,758		Hypothetical market analysis	Hypothetical market coupon rate	15%

Total debt investments	$	130,203,718

~~Investment Type - Level 3~~

Debt Investments Fair Value at 9/30/18 Valuation Techniques / Methodologies Unobservable Input Weighted Average / Amount / Range

Internet $ 8,618,800
Hypothetical market analysis Hypothetical market coupon rate 15%

Medical Devices $ 11,977,399
Hypothetical market analysis Hypothetical market coupon rate 19%

Other Technology $ 10,485,954
Hypothetical market analysis Hypothetical market coupon rate 17%

Security $ 1,396,167
Hypothetical market analysis Hypothetical market coupon rate 16%

Software $ 14,275,998
Hypothetical market analysis Hypothetical market coupon rate 21%

Other* $ 5,003,200
Hypothetical market analysis Hypothetical market coupon rate 15%

51,757,518

*Other loans, as of September 30, 2018, were comprised of companies in the Enterprise Networking, Other Healthcare and Technology Services industries.



Investment Type - Level 3
Debt Investments	Fair Values at December 31, 2018		Valuation Techniques / Methodologies	Unobservable Inputs	Weighted Averages / Amounts or Ranges

Biotechnology	$	1,376,139	Hypothetical market analysis	Hypothetical market coupon rate	15%

Enterprise Networking	3,266,067		Hypothetical market analysis	Hypothetical market coupon rate	15%

Internet	12,972,122		Hypothetical market analysis	Hypothetical market coupon rate	17%

Medical Devices	12,725,062		Hypothetical market analysis	Hypothetical market coupon rate	19%

Other Healthcare	1,740,235		Hypothetical market analysis	Hypothetical market coupon rate	16%

Other Technology	18,472,262		Hypothetical market analysis	Hypothetical market coupon rate	16%

Security	1,876,630		Hypothetical market analysis	Hypothetical market coupon rate	16%

Semiconductors and Equipment	1,404,604		Hypothetical market analysis	Hypothetical market coupon rate	16%

Software	23,269,035		Hypothetical market analysis	Hypothetical market coupon rate	19%

Technology Services	1,942,951		Hypothetical market analysis	Hypothetical market coupon rate	15%

Total debt investments	$	79,045,107

The following tables present the balances of assets and liabilities as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 measured at fair value on a recurring basis:



As of June 30, 2019
ASSETS:	Level 1		Level 2		Level 3		Total
Loans†	$	—	$	—	$	130,203,718	$	130,203,718
Cash equivalents	3,711,441		—		—		3,711,441
Total assets	$	3,711,441	$	—	$	130,203,718	$	133,915,159

LIABILITIES:	Level 1		Level 2		Level 3		Total
Borrowings under debt facility	$	—	$	56,500,000	$	—	$	56,500,000
Derivative liability - interest rate swap	—		900,934		—		900,934
Total liabilities	$	—	$	57,400,934	$	—	$	57,400,934

As of September 30, 2018 Level 1 Level 2 Level 3 Total
ASSETS:
Loans†
$ —
$ —
$ 51,757,518
$ 51,757,518
Cash equivalents $ 6,939,066
$ —
$ —
$ 6,939,066
Total $ 6,939,066
$ —
$ 51,757,518
$ 58,696,584



As of December 31, 2018
ASSETS:	Level 1		Level 2		Level 3		Total
Loans†	$	—	$	—	$	79,045,107	$	79,045,107
Total assets	$	—	$	—	$	79,045,107	$	79,045,107

LIABILITIES:	Level 1		Level 2		Level 3		Total
Borrowings under debt facility	$	—	$	6,000,000	$	—	$	6,000,000
Total liabilities	$	—	$	6,000,000	$	—	$	6,000,000

As of December 31, 2017 Level 1 Level 2 Level 3 Total
ASSETS:
Cash equivalents $ 25,000
$ —
$ —
$ 25,000
Total $ 25,000
$ —
$ —
$ 25,000

† For a detailed listing of borrowers comprising this amount, please refer to ~~Note 3, Schedule~~the Condensed Schedules of Investments.

The following tables provide a summary of changes in Level 3 assets measured at fair value on a recurring basis:


	For the Three Months Ended September 30, 2018						For the Three Months Ended June 30, 2019						For the Six Months Ended June 30, 2019
	Loans			Warrants			Loans			Warrants			Loans			Warrants
Beginning balance	$	19,527,403		$	—		$	98,304,920		$	—		$	79,045,107		$	—
Acquisitions and originations	35,625,000			3,129,795			38,512,500			3,079,321			63,900,000			5,213,126
Principal reductions and amortization discounts	(3,394,885		)	—
Distributed to shareholder	—			(3,129,795		)
Principal reductions and amortization of discounts							(6,626,016		)	—			(12,741,389		)	—
Distributions to shareholder							—			(3,079,321		)				(5,213,126		)
Net change in unrealized gain from loans							12,314			—			—			—
Ending balance	$	51,757,518		$	—		$	130,203,718		$	—		$	130,203,718		$	—
Net change in unrealized gain from loans relating to loans still held at June 30, 2019							$	—					$	—


	For the Nine Months Ended September 30, 2018						For the Three Months Ended June 30, 2018						For the Six Months Ended June 30, 2018
	Loans			Warrants			Loans			Warrants			Loans			Warrants
Beginning balance	$	—		$	—		$	—		$	—		$	—		$	—
Acquisitions and originations	57,625,000			5,145,022			22,000,000			2,015,227			22,000,000			2,015,227
Principal reductions and amortization discounts	(5,867,482		)	—
Distributed to shareholder	—			(5,145,022		)
Principal reductions and amortization of discounts							(2,472,597		)	—			(2,472,597		)	—
Distributions to shareholder							—			(2,015,227		)	—			(2,015,227		)
Ending balance	$	51,757,518		$	—		$	19,527,403		$	—		$	19,527,403		$	—


5.4.	EARNINGS PER SHARE

Basic earnings per share are computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average common shares outstanding. Diluted earnings (loss) per share are computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average common shares outstanding, including the dilutive effects of potential common shares (e.g., stock options). The Fund ~~held~~has no instruments that would be potential common shares; thus, reported basic and diluted earnings (loss) per share ~~are~~were the same.


6.5.	CAPITAL STOCK

As of ~~September~~both June 30, ~~2018~~2019 and December 31, ~~2017, the Fund had~~2018, there were 10,000,000 shares of $0.001 par value common stock authorized, and 100,000 ~~Shares~~shares issued and outstanding. Total committed capital of the Company, as of ~~September~~both June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, was $460.0 ~~million and $450.0 million, respectively.~~million. Total contributed capital to the Company through ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 was $119.6 million and $96.6 million, ~~and $25,000,~~ respectively, ~~and~~ of which ~~$63.5~~$102.5 million and ~~$25,000~~$82.5 million were contributed to the ~~Fund.~~

Fund in each period, respectively.

The chart below shows the distributions of the Fund for the ~~nine~~six months ended ~~September~~June 30, 2019 and for the period from May 2, 2018 to June 30, 2018.


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

Cash distributions			$	16,000,000	$	—
Distributions of equity securities	$	5,145,022	5,213,126		2,015,227
Total distributions to shareholder	$	5,145,022	$	21,213,126	$	2,015,227

Final classification of the distributions as either a return of capital or a distribution of income is an annual determination made at the end of each year dependent upon the Fund’s current year and cumulative earnings and profits.

6. DEBT FACILITY

The 1940 Act requires a BDC to meet certain levels of asset coverage with respect to its outstanding “senior securities,” which typically consist of outstanding borrowings under credit facilities and other debt instruments. Historically, BDCs have only been allowed to incur indebtedness by issuing senior securities if their asset coverage equals at least 200% after giving effect to such borrowings. The Small Business Credit Availability Act (the “SBCAA”), which was signed into law on March 23, 2018, added a new Section 61(a)(2) to the 1940 Act that permits BDCs like the Fund to increase the amount of indebtedness they may incur by lowering the asset coverage requirement from 200% to 150% if they make certain disclosures and obtain the approval by either (1) a “required majority,” as defined in Section 57(o) of the 1940 Act, of the BDC’s board of directors, including a majority of non-interested directors within the meaning of Section 2(a)(19) of the 1940 Act (‘Independent Directors”), with effectiveness one year after the date of such approval or (2) a majority of votes cast at a special or annual meeting of the BDC’s shareholders at which a quorum is present, which is effective the day after such stockholder approval.

On December 5, 2018, the required majority of the Fund’s Board, including a majority of its independent directors, unanimously determined it to be in the best interests of the Fund and its sole shareholder, the Company, to provide the Fund with maximum leverage flexibility, and approved the application to the Fund of a minimum asset coverage ratio of 150%, pursuant to Section 61(a)(2) of the 1940 Act, which would double the Fund’s borrowing limits, subject to approval by the Company via the pass-through voting of its members. Thereafter, at a special meeting of shareholders held on April 24, 2019, the Fund’s sole shareholder, the Company, approved the proposal to apply the reduced asset coverage requirement to the Fund. The 150% asset coverage ratio became effective for the Fund on April 25, 2019. As of June 30, 2019, the Fund’s asset coverage for borrowings was 234%.

Fund, a Reference Rate Loan, a LIBOR Loan or a LIBOR Market Index Rate Loan. A Reference Rate Loan is defined as a loan bearing interest at the highest of: (a) the Federal Funds Rate for such day plus one half of one percent (0.50%), (b) the prime rate and (c) LIBOR loan period of one month plus one percent (1%) (“Reference Rate”). A LIBOR Loan is defined as a loan bearing interest at the prevailing LIBOR rate for a period equal to the applicable LIBOR Loan period which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) business days prior to the first day of the applicable LIBOR Loan period (rounded upward, if necessary, to the nearest 1/100th of 1%) divided by one minus the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City (“LIBOR Reserve Percentage”) (“LIBOR”). A LIBOR Market Index Rate Loan is defined as a loan bearing interest, for any day, at a variable rate of interest equal to the one-month LIBOR (“LIBOR Market Index Rate”) based on a minimum deposit of at least $5.0 million for a period equal to one month which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) on such date of determination, or if not a business day, then the immediate preceding business day (rounded upward, if necessary to the nearest 1/100th of 1%). As of June 30, 2019, the Fund’s outstanding borrowings were entirely based on the LIBOR rate. The facility terminates on December 20, 2021, but can be accelerated in the event of default, such as failure by the Fund to make timely interest or principal payments.

Borrowings under the facility are collateralized by receivables from loans to portfolio companies advanced by the Fund with assignment of such receivables to the financial institution, plus all of the other assets of the Fund. The Fund pays interest on its borrowings and a fee on the unused portion of the facility. Under the Loan Agreement, interest is charged to the Fund based on its borrowings at, pursuant to the election of the Fund, an annual rate equal to either (i) the Reference Rate plus 1.50%, (ii) LIBOR plus 2.50% or (iii) the LIBOR Market Index Rate plus 2.50%. When the Fund is using 50% or more of the maximum amount available under the Loan Agreement, the applicable commitment fee is 0.25% of the unused portion of the loan facility; otherwise, the applicable commitment fee is 0.50% of the unused portion. The Fund pays the unused credit line fee quarterly. As of June 30, 2019, $56.5 million was outstanding under the facility.

As of June 30, 2019, the LIBOR rate was as follows:



1-Month LIBOR	2.3980%
3-Month LIBOR	2.3199%

Bank fees and other costs of $1.3 million incurred in connection with the acquisition of the facility have been capitalized and are amortized to interest expense on a straight-line basis over the expected life of the facility. As of June 30, 2019, the unamortized fees and costs of $1.1 million are being amortized over the expected life of the facility, which is expected to terminate on December 20, 2021.

The facility is revolving and as such does not have a specified repayment schedule, although advances are secured by the assets of the Fund and thus repayments will be required as assets decline. The facility contains various covenants including financial covenants related to: (i) minimum debt service coverage ratio, (ii) interest coverage ratio, (iii) unfunded commitment ratio, (iv) maximum quarterly loan loss reserve ratio, (v) maximum annual loan loss reserve ratio and (vi) maximum loan loss test. There are also various restrictive covenants, including limitations on: (i) the incurrence of liens, (ii) consolidations, mergers and asset sales and (iii) capital expenditures.

The following is the summary of the outstanding facility draws as of June 30, 2019:



Roll-Over/Draw Date	Amount		Maturity Date*	All-In Interest Rate**
June 26, 2019	$	31,000,000	July 26, 2019	4.91%
March 15, 2019	3,000,000		Not applicable	Variable based on 1-Month LIBOR rate



April 15, 2019	6,000,000		Not applicable	Variable based on 1-Month LIBOR rate
April 26, 2019	7,500,000		Not applicable	Variable based on 1-Month LIBOR rate
May 9, 2019	5,000,000		Not applicable	Variable based on 1-Month LIBOR rate
June 26, 2019	4,000,000		Not applicable	Variable based on 1-Month LIBOR rate
Total Outstanding	$	56,500,000

* On July 26, 2019, Management elected to roll over $31.0 million to a 1-Month LIBOR Loan maturing on August 27, 2019 with an all-in interest rate of 4.77%.

**Inclusive of 2.50% applicable LIBOR margin plus LIBOR rate.


7.	MANAGEMENT FEE

As compensation for its services to the Fund, from the date of the first capital call, May 1, 2018, to June 30, 2018, the Manager received a management fee (“Management Fee”) computed and paid at the end of the quarter at an annual rate of 1.575% of the ~~Company's~~Company’s committed equity capital (regardless of when or if the capital was called). The Management Fee percentage ~~will remain~~remained 1.575% through June 30, 2019, based on the following schedule of annual percentages:



		Management Fee
Year 1		1.575%
Year 2		1.600%
Year 3		1.575%
Year 4		1.500%
Year 5		1.250%
Year 6		0.900%
Year 7		0.600%
Year 8		0.350%
Year 9		0.150%

Management ~~fees~~Fees of $1.8 million and ~~$3.0~~$3.6 million were recognized as expenses for the three and six months ended ~~September~~June 30, ~~2018~~2019, respectively. Management Fees of $1.2 million were recognized as expenses for both the three and ~~for the period from May 1, 2018 to September~~six months ended June 30, ~~2018, respectively.~~2018.


8.	~~FINANCIAL HIGHLIGHTS~~INTEREST RATE SWAP AND FLOOR AGREEMENT

On February 7, 2019, the Fund entered into an interest rate swap and floor transaction with MUFG Union Bank, N.A. with a preliminary notional amount of $35.0 million to convert floating liabilities to fixed rates. The purpose of the interest rate swap and floor agreement is to protect the Fund against rising interest rates, as the Fund originates loans with fixed interest rates. The floor allows the Fund to match the swap with the terms of the variable rate index of the debt facility. The Fund anticipates continuing to adjust the notional principal amount as the outstanding balance under the debt facility changes. On June 30, 2019, the Fund entered into a second interest rate swap and floor transaction with an aggregate notional principal amount of $22.0 million. As of June 30, 2019, the total notional principal amount was $57.0 million. The Fund pays a weighted average rate of 2.28% and receives from the counterparty a floating rate based upon an 1-Month LIBOR rate. Payments are made monthly and will terminate on December 20, 2021. Payments to or from the counterparty are recorded to Net realized gain (loss) from derivative instruments. As of June 30, 2019, the 1-Month LIBOR rate was 2.3980%.

As of June 30, 2019, the fair value of the Fund’s interest rate swap and floor was as follows:



	June 30, 2019
Derivatives:	Location on Condensed Statements of Assets and Liabilities	Fair Value
Interest rate swap agreement	Derivative liability - interest rate swap	$	900,934

There was no interest rate swap and floor agreement as of December 31, 2018.

For the three and six months ended June 30, 2019, the interest rate swap and floor had the following effect on the Fund’s Condensed Statements of Operations:



Derivatives:	Location on Condensed Statements of Operations	For the Three Months Ended June 30, 2019			For the Six Months Ended June 30, 2019
Interest rate swap agreement	Net change in unrealized loss from derivative instruments	$	(597,571	)	$	(900,934	)
Interest rate swap agreement	Net realized loss from derivative instruments	$	(3,995	)	$	(4,914	)

There was no interest rate swap and floor agreement for the three and six months ended June 30, 2018.

9. TAX STATUS

The Fund had no taxable income for the year ended December 31, 2018. The Fund anticipates electing to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code (the “Code”) and anticipates operating in a manner so as to qualify for the tax treatment applicable to RICs.

Below is a table summarizing the cost (on U.S. GAAP and tax basis) and the appreciation and depreciation of the investments reported on the Condensed Schedules of Investments and Condensed Statements of Assets and Liabilities as of June 30, 2019.

As of June 30, 2019:



Asset	Cost		Unrealized Appreciation		Unrealized Depreciation			Net Appreciation (Depreciation)			Fair Value
Loans	$	130,203,718	$	—	$	—		$	—		$	130,203,718
Total	$	130,203,718	$	—	$	—		$	—		$	130,203,718

Derivative, Liability	Cost		Unrealized Appreciation		Unrealized Depreciation			Net Appreciation (Depreciation)			Fair Value
Derivative liability - interest rate swap	$	—	$	—	$	(900,934	)	$	(900,934	)	$	(900,934	)
Total	$	—	$	—	$	(900,934	)	$	(900,934	)	$	(900,934	)

As of December 31, 2018:

There were no appreciation or depreciation of assets or liabilities as of December 31, 2018.

10. UNEXPIRED UNFUNDED COMMITMENTS

As of June 30, 2019 and December 31, 2018, the Fund’s unexpired unfunded commitments to borrowers totaled $69.0 million and $31.0 million, respectively. Because venture loans are privately negotiated transactions, investments in these assets are relatively illiquid. It is the Manager’s experience that not all unexpired unfunded commitments will be used by the borrowers. Many credit agreements contain provisions which are milestone dependent and not all borrowers will achieve these milestones. Additionally, the Fund’s credit agreements contain provisions that give relief from funding obligations in the event the borrower has a material adverse change to its financial condition. Therefore, the unexpired unfunded commitments do not necessarily reflect future cash requirements or future investments for the Fund.

The tables below are the Fund’s unexpired unfunded commitments as of June 30, 2019 and December 31, 2018:

As of June 30, 2019:



Borrower	Industry	Unexpired Unfunded Commitment		Expiration Date
Antheia, Inc.	Biotechnology	$	1,500,000	12/31/2019
Apollo Flight Research Inc.	Other Technology	250,000		01/31/2020
AvantStay, Inc.	Other Technology	500,000		07/31/2019
Callisto Media, Inc.	Technology Services	12,500,000		12/31/2019
DOSH Holdings, Inc.	Other Technology	3,750,000		01/15/2020
GoForward, Inc.	Other Healthcare	12,500,000		07/01/2020
Higher Ground Education, Inc.	Other Technology	2,500,000		09/30/2019
Invoice2Go, Inc.	Software	2,000,000		12/31/2019
Ipolipo, Inc.	Software	750,000		07/31/2019
Lifit, Inc.	Technology Services	1,000,000		01/30/2020
MacArthur Court Acquisiton Corporaton	Other Healthcare	5,000,000		01/01/2021
MyPizza Technologies, Inc.	Internet	2,500,000		09/30/2019
NeuMoDx Molecular, Inc.	Medical Devices	3,000,000		09/30/2019
Noteleaf, Inc.	Other Technology	1,000,000		01/30/2020
Opya, Inc.	Other Technology	1,000,000		08/15/2019
OrderGroove, Inc.	Software	1,250,000		09/03/2019
Osix Corporation	Internet	150,000		07/31/2019
Owl Cameras, Inc.	Software	3,000,000		01/31/2020
Plant Prefab, Inc.	Other Technology	500,000		07/31/2019
Platform Science, Inc.	Other Technology	1,750,000		10/31/2019
PlushCare, Inc.	Software	750,000		07/31/2019
Romaine Empire, Inc.	Other Technology	3,000,000		07/31/2019
Stitch Labs, Inc.	Software	750,000		01/31/2020
Talla, Inc.	Software	500,000		12/31/2019
Thras.io, Inc.	Other Technology	525,000		03/29/2021
Thrive Financial, Inc.	Technology Services	2,500,000		12/31/2019
Trendalytics Innovation Labs, Inc.	Software	450,000		01/31/2020
Venuetize, LLC	Software	500,000		09/30/2019
Virtuix Holdings, Inc.	Other Technology	250,000		07/31/2019
Visual Supply Company	Internet	2,500,000		03/31/2020
Voodoo Manufacturing, Inc.	Other Technology	375,000		02/28/2020
Wheels Labs, Inc.	Other Technology	500,000		07/31/2019
Total		$	69,000,000

As of December 31, 2018:



Borrower	Industry	Unexpired Unfunded Commitment		Expiration Date
Aclima, Inc.	Other Technology	$	875,000	05/31/2019
Antheia, Inc.	Biotechnology	1,500,000		12/31/2019
Blockdaemon, Inc.	Software	250,000		01/31/2019
Brightside Benefit, Inc.	Other Technology	1,000,000		05/31/2019
Caredox, Inc.	Other Healthcare	625,000		04/30/2019
CytoVale, Inc.	Medical Devices	1,125,000		02/28/2019
Discover Echo, Inc.	Other Healthcare	1,000,000		02/28/2019
Fitplan, Inc.	Other Technology	250,000		01/31/2019
Hometap Equity Partners LLC	Other Technology	2,000,000		03/31/2019
Invoice2Go, Inc.	Software	4,000,000		12/31/2019
Ipolipo, Inc.	Software	750,000		07/31/2019
Keyo AI Inc.	Technology Services	500,000		01/31/2019
Kogniz, Inc.	Other Technology	375,000		04/30/2019
Metricly, Inc.	Software	500,000		04/30/2019
OrderGroove, Inc.	Software	2,500,000		09/30/2019
Osix Corporation	Internet	150,000		07/31/2019
Plethora, Inc.	Other Technology	500,000		01/31/2019
PlushCare, Inc.	Software	750,000		07/31/2019
Relimetrics, Inc.	Technology Services	375,000		04/15/2019
Skillshare, Inc.	Software	2,000,000		04/30/2019
SkyKick, Inc.	Other Technology	2,500,000		02/28/2019
SnapRoute, Inc.	Enterprise Networking	1,500,000		02/28/2019
Stitch Labs, Inc.	Software	1,500,000		07/31/2019
Venuetize, LLC	Software	500,000		09/30/2019
Virtuix Holdings, Inc.	Other Technology	250,000		07/31/2019
Workspot, Inc.	Software	1,000,000		01/31/2019
Zeel Networks, Inc.	Technology Services	2,750,000		03/31/2019
Total		$	31,025,000

11. FINANCIAL HIGHLIGHTS

U.S. GAAP requires disclosure of financial highlights of the Fund for the three and ~~nine~~six months ended ~~September~~June 30, 2019 and 2018.

The total rate of return is defined as the return based on the change in value during the period of a theoretical investment made at the beginning of the period. The total rate of return assumes a constant rate of return for the Fund during the period reported and weights each cash flow by the amount of time held in the Fund. This required methodology differs from an internal rate of return.

The ratios of expenses and net investment income (loss) to average net assets, calculated below, are annualized and are computed based upon the aggregate weighted average net assets of the Fund for the periods presented. Net investment income (loss) is inclusive of all investment income net of expenses and excludes realized or unrealized gains and losses.

Beginning and ending net asset values per share are based on the beginning and ending number of shares outstanding. Other per share information is calculated based upon the aggregate weighted average net assets of the Fund for the ~~period~~periods presented.

The following per share data and ratios have been derived from the information provided in the financial statements:


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

Total return*	(1.03		)%	157.97		%
Total return**							2.97		%	122.89		%	4.47		%	160.66		%

Per share amounts:
Net asset value, beginning of period	$	512.65		$	(1.59	)	$	669.17		$	(1.86	)	$	740.89		$	(1.59	)
Net investment loss	(5.37		)	(15.97		)
Net decrease in net assets from operations	(5.37		)	(15.97		)
Net investment income (loss)							26.46			(10.34		)	39.24			(10.61		)
Net realized and change in unrealized loss from loans and derivative instruments							(5.89		)	—			(9.06		)	—
Net increase (decrease) in net assets resulting from operations							20.57			(10.34		)	30.18			(10.61		)
Distributions of income to shareholder							(26.42		)	—			(39.19		)	—
Return of capital to shareholder	(31.29		)	(51.45		)	(4.38		)	(20.15		)	(172.94		)	(20.15		)
Contributions from shareholder	90.00			635.00			100.00			545.00			200.00			545.00

Net asset value, end of period	$	565.99		$	565.99		$	758.94		$	512.65		$	758.94		$	512.65

Net assets, end of period	$	56,598,607		$	56,598,607		$	75,893,748		$	51,265,119		$	75,893,748		$	51,265,119

Ratios to average net assets:
Expenses**	15.62		%	21.59		%
Net investment loss**	(4.12		)%	(10.32		)%
Portfolio Turn-over rate	0%			0%
Expenses*							16.32		%	54.82		%	16.33		%	56.63		%
Net investment income (loss)*							15.13		%	(44.34		%)	11.46		%	(46.03		)%
Portfolio turn-over rate							0.64		%	0%			0.71		%	0%
Average debt outstanding							$	47,625,000		$	—		$	39,785,714		$	—
*Annualized
**Total return amounts presented above are not annualized. Total return for the three and six months ended June 30, 2018 reflect the start up of the investment operations and was not driven by the performance of the investment portfolio.							**Total return amounts presented above are not annualized. Total return for the three and six months ended June 30, 2018 reflect the start up of the investment operations and was not driven by the performance of the investment portfolio.

* Total return for the three and nine months ended September 30, 2018 reflect the startup of the investment operations and were not driven by the performance of the investment portfolio. The nine month total return figure is a reflection of the Fund's negative capital at the start of the its life.

**Annualized

9.12. SUBSEQUENT EVENTS

The Fund evaluated subsequent events through the date the financial statements were issued, ~~November 9, 2018,~~August 14, 2019, and determined that no additional subsequent events had occurred that would require accrual or disclosure in the financial statements.

~~(Intentionally left blank)~~

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

In addition to the historical information contained herein, the information in this Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the securities laws. These forward-looking statements reflect the current view of the Fund with respect to future events and financial performance and are subject to several risks and uncertainties, many of which are beyond the Fund’s control. All statements, other than statements of historical facts included in this ~~report,~~Quarterly Report, regarding the strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of the Fund are forward-looking statements. When used in this report, the words “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All forward-looking statements speak only as of the date of this report. The Fund does not undertake any obligation to update or revise publicly any forward-looking statements, whether resulting from new information, future events or otherwise.

The reader of this Quarterly Report should understand that all such forward-looking statements are subject to various uncertainties and risks that could affect their outcome. The Fund’s actual results could differ materially from those suggested by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, variances in the actual versus projected growth in assets, return on assets, loan losses, expenses, rates charged on loans and earned on securities investments, competition and macro-economic changes including inflation, interest rate expectations, among other ~~factors.~~factors including those set forth in the section of this Quarterly Report titled “Risk Factors” and Item 1A - “Risk Factors” in the Fund’s 2018 Annual Report on Form 10-K. This entire Quarterly Report should be read to put such forward-looking statements in context and to gain a more complete understanding of the uncertainties and risks involved in the Fund’s business.

Overview

The Fund is 100% owned by the Company. The Fund’s shares of ~~Common Stock,~~common stock, at $0.001 par value, were sold to its sole shareholder, the Company, under a stock purchase agreement. The Fund has issued 100,000 of the Fund’s 10,000,000 authorized shares. The Company may make additional capital contributions to the Fund.

The Fund ~~is a financial services company providing~~provides financing and advisory services to a variety of carefully selected venture-backed companies that have received equity funding from traditional sources of venture capital equity funding ~~(e.g.,~~(i.e. a professionally managed venture capital firm), as well as non-traditional sources of venture capital equity funding (e.g., angel investors, strategic investors, family offices, crowdfunding investment platforms, etc.) ~~("Venture-Backed Companies"~~(collectively, “Venture-Backed Companies”), primarily throughout the United States with a focus on growth-oriented companies. ~~It is anticipated that the~~The Fund’s portfolio ~~will be well diversified and consist~~consists of companies in the communications, information services, media, ~~and~~ technology ~~including~~(including software and technology-enabled business ~~services, bio-technology,~~services), biotechnology, and medical devices industry sectors, among others. The Fund’s capital is generally used by its portfolio companies to finance acquisitions of fixed assets and working capital. On May 1, 2018, the Company called and received its first capital from investors. On May 2, 2018, the Fund made its first investment and became a non-diversified, closed-end investment company under the 1940 Act. While the Fund intends to operate as a non-diversified investment company within the meaning of Section 5(b)(2) of the 1940 Act, from time to time, the Fund may act as a diversified investment company within the meaning of Section 5(b)(1) of the 1940 Act.

The Fund expects to eventually elect to be treated as a ~~Regulated Investment Company (“RIC”)~~RIC under the ~~Internal Revenue~~ Code ~~(the "Code")~~ for federal income tax purposes. Pursuant to this election, the Fund generally will not have to pay corporate-level taxes on any income ~~it distributes~~distributed to ~~the Company~~its shareholder as dividends, allowing the Company to substantially reduce or eliminate its corporate-level tax liability.

To qualify as a RIC under the Code, the Fund is required to meet various ongoing requirements, including those for asset diversification. If the Fund fails to meet these requirements, it will be taxed as an ordinary corporation on its taxable income for that year (even if that income is distributed to the Company) and all distributions out of its earnings and profits will be taxable to the ~~Members~~members of the Company as ordinary income; thus, such income will be

subject to a double layer of tax. There is no assurance that the Fund will meet the ongoing requirements to qualify as a RIC for tax purposes.

The ~~Fund’s~~Fund’s investment objective is to achieve superior ~~risk adjusted~~risk-adjusted investment returns and it seeks to achieve that objective by ~~primarily~~ providing debt financing to portfolio ~~companies.~~companies, most of which are private. The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments and ~~either~~generally distributes these warrants to its shareholder upon receipt, or soon ~~thereafter, it will generally distribute these warrants to its shareholder.~~thereafter. The Fund also ~~maintains limits~~has guidelines for the percentages of total assets ~~which will be~~that are invested in different types of assets.

The portfolio investments of the Fund primarily consist of debt financing to Venture-Backed Companies in the technology sector. The borrower’s ability to repay its loans may be adversely impacted by several factors, and as a result, the loan may not be fully repaid. Furthermore, the Fund’s security interest in any collateral over the borrower’s assets may be insufficient to make up any shortfall in payments.

Transactions with Venture Lending & Leasing VIII, Inc. (“Fund VIII”)

The Manager also serves as manager for Fund VIII. The ~~Fund's~~Fund’s Board of Directors determined that so long as Fund VIII has capital available to invest in loan transactions with final maturities earlier than December 31, 2025 (the date on which Fund VIII will be dissolved), the Fund may invest in each portfolio company in which Fund VIII invests (“Investments”). Generally, the amount of each Investment will be allocated 50% to the Fund and 50% to Fund VIII, or such other allocations as may be determined by the respective fund ~~boards.~~boards, so long as the Fund has capital available to invest. The ability of the Fund to co-invest with Fund VIII, and other clients advised by the Manager, is subject to the conditions (“Conditions”) ~~set forth in~~with which the Funds are currently complying while seeking certain exemptive relief ~~currently being sought by the Fund~~ from the ~~SEC~~Securities and Exchange Commission (“SEC”) from the provisions of Sections 17(d) and 57 of the 1940 Act and Rule 17d-1 thereunder. After June 30, 2022, the Fund will no longer be permitted to enter into new commitments to borrowers; however, the Fund will be permitted to fund existing ~~commitments.~~commitments, in which Fund VIII may also be invested. The Manager is permitted to extend the ~~Fund's~~Fund’s investment period by up to two (2) additional calendar quarters in its sole and absolute discretion.

To the extent that clients, other than Fund VIII, advised by the Manager (but in which the Manager has no proprietary interest) invest in opportunities available to the Fund, the Manager will ~~also~~ allocate such opportunities among the Fund and such other clients in a manner deemed fair and equitable considering all of the circumstances in accordance with the Conditions.

Critical Accounting Policies, Practices and Estimates

Critical Accounting Policies and Practices are those accounting policies and practices that are both the most important to the portrayal of the Fund’s net assets and results of operations and require the most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Critical accounting estimates are accounting estimates where the nature of the estimates ~~are~~is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and the impact of the estimates on net assets or operating performance is material.

In evaluating the most critical accounting policies and estimates, the Manager has identified the estimation of fair value of the Fund’s loan investments as the most critical of the accounting policies and accounting estimates applied to the Fund’s reporting of net assets or operating performance. In accordance with U.S. GAAP, the Fund defines fair value as 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; that is, an exit price. The exit price assumes the asset or liability was exchanged in an orderly transaction; it was not a forced liquidation or distressed sale. There is no readily available market price or secondary market for the loans made by the Fund to borrowers, hence ~~Management~~the Manager determines fair value based on a hypothetical market and the estimates are subject to high levels of judgment and uncertainty. The Fund’s loan investments are considered Level 3 fair value measurements in the fair value hierarchy due to the lack of observability over many of the important inputs used in determining fair value.

Critical judgments and inputs in determining the fair value of a loan include the estimated timing and amount of future cash flows and probability of future payments, based on the assessment of payment history, available cash

and “burn rate,” revenues, net income or loss, operating results, financial strength of borrower, prospects for the borrower’s raising future equity rounds, likelihood of sale or acquisition of the borrower, length of expected holding

period of the loan, collateral position, the timing and amount of liquidation of collateral for loans that are experiencing significant credit deterioration and, as a result, collection becomes ~~collateral dependent~~collateral-dependent, as well as an evaluation of the general interest rate environment. ~~The Manager~~Management has evaluated these factors and has concluded that the effect of a deterioration in the quality of the underlying collateral, increase in the size of the loan, increase in the estimated time to recovery, and increase in the hypothetical market coupon rate would have the effect of decreasing the fair value of loan investments. The risk profile of a loan changes when events occur that impact the credit analysis of the borrower and the loan. Such changes result in the fair value being adjusted from par value of the individual loan. Where the risk profile is consistent with the original underwriting, the par value of the loan often approximates fair value.

The actual value of the loans may differ from ~~management’s~~Management’s estimates, which would affect net change in net assets resulting from operations as well as assets.

Results of Operations - For the ~~three~~Three and ~~nine months ended September~~Six Months Ended June 30, 2019 and 2018

The Fund commenced investment operations on May 2, 2018.

Total investment income for the three ~~and nine~~ months ended ~~September~~June 30, 2019 and 2018 was ~~$1.5~~$5.5 million and ~~$1.7~~$0.2 million, respectively, ~~and~~ which primarily consisted of interest ~~received~~ on the venture loans outstanding. The remaining income consisted of interest and dividends on the temporary investment of cash. The average ~~gross~~ outstanding balance of both the performing and all loans calculated using the month-end balances was $113.6 million for the three ~~and nine~~ months ended ~~September~~June 30, ~~2018 were $34.8~~2019 and using the daily balances was $7.3 million ~~and $14.2 million, respectively.~~for the three months ended June 30, 2018. The ~~average~~weighted-average interest rate on both the ~~gross outstanding~~ performing and all loans for the same periods ~~were 16.24%~~was 19.04% and ~~15.35%~~18.37%, respectively. Both the increase in the average ~~gross~~ outstanding ~~balances~~balance and interest ~~rates~~rate contributed to the increase in investment income. Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including early payoffs, volatility of values ascribed to warrants and new loans funded during the year.

Total investment income for the six months ended June 30, 2019 and 2018 was $9.5 million and $0.2 million, respectively, which primarily consisted of interest on the venture loans outstanding. The average outstanding balance of both the performing and all loans calculated using the month-end balances was $102.0 million for the six months ended June 30, 2019 and using the daily balances was $7.3 million for the six months ended June 30, 2018. The weighted-average interest rate on both the performing and all loans for the same periods was 18.36% and 18.37%. The increase in the average outstanding balance was the primary reason for the increase in investment income. Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including early payoffs, volatility of values ascribed to warrants and new loans funded during the year.

Management fees for the three months ended June 30, 2019 and 2018 were $1.8 million and $1.2 million, respectively. Management fees for the six months ended June 30, 2019 and 2018 were $3.6 million and $1.2 million, respectively. Management fees were calculated at an annual rate of 1.575% of committed capital.

Organization costs were $0zero and less than $0.1 million for the three and ~~nine~~six months ended ~~September~~June 30, 2019 and 2018, respectively. The organization costs were finalized by the end of the second quarter of 2018 as the Fund commenced investment operations at that time.

Interest expense was $0.9 million and $1.6 million for the three and six months ended June 30, 2019, respectively. Interest expense was comprised of amounts related to interest on debt amounts drawn down, unused credit line fees and amounts amortized from deferred fees incurred in conjunction with the debt facility. The average debt outstanding for the three and six months ended June 30, 2019 was $47.6 million and $39.8 million, respectively. There was no debt facility for the three and six months ended June 30, 2018 as the Fund entered into the debt facility in December 2018.

Banking and professional fees were ~~$0.2~~$0.1 million and ~~$0.2~~less than $0.1 million for the three ~~and nine~~ months ended ~~September~~June 30, 2019 and 2018, respectively. Banking and professional fees were $0.3 million and less than $0.1 million for the

six months ended June 30, 2019 and 2018, respectively. Banking and professional fees were primarily ~~from~~comprised of legal fees associated with the ~~accrual~~documentation of ~~the~~loans and audit ~~review conducted in the second quarter of 2018.~~fees.

Management fees for the three and nine months ended September 30, 2018 were $1.8 million and $3.0 million. Management fees were calculated as 1.575% of committed capital and remain at this percentage for the next three quarters based on the schedule of annual percentages below. For the nine months, the fees calculated from May 1, 2018, the date of the first capital call, to September 30, 2018.



~~Annual Period~~		~~Management Fee~~
~~Year 1~~		~~1.575%~~
~~Year 2~~		~~1.600%~~
~~Year 3~~		~~1.575%~~
~~Year 4~~		~~1.500%~~
~~Year 5~~		~~1.250%~~
~~Year 6~~		~~0.900%~~
~~Year 7~~		~~0.600%~~
~~Year 8~~		~~0.350%~~
~~Year 9~~		~~0.150%~~

Other operating expenses for both the three ~~and nine~~ months ended ~~September~~June 30, 2019 and 2018 were less than $0.1 million.

Other operating expenses were $0.1 million and less than $0.1 million for the six months ended June 30, 2019 and 2018, respectively. These expenses included director fees, custody fees, tax fees and other expenses related to the operations of the Fund.

Net investment income (loss) for the three months ended June 30, 2019 and 2018 were $2.6 million and $(1.0) million, respectively. Net investment income (loss) for the six months ended June 30, 2019 and 2018 were $3.9 million and $(1.1) million, respectively.

Net realized loss from derivative instruments was less than $0.1 million for both the three and six months ended June 30, 2019. The reason for the loss was due to interest paid by the Fund on the interest rate swap and floor agreement when the fixed rate interest of the swap and floor was higher than the floating rate. There was no realized gain (loss) from derivative instruments for the three and six months ended June 30, 2018 as the interest rate swap and floor agreement was established in February 2019.

Net change in unrealized gain from loans was less than $0.1 million and zero for the three and six months ended June 30, 2019, respectively. The net ~~decrease~~change in unrealized gain from loans consisted of fair value adjustments taken against loans resulting from the improvement or deterioration in certain portfolio companies’ performance. There was no net change in unrealized gain (loss) from loans for the three and six months ended June 30, 2018 as the Fund commenced investment operations in May 2018.

Net change in unrealized loss from derivative instruments was $0.6 million and $0.9 million for the three and six months ended June 30, 2019, respectively. The net change in unrealized loss from derivative instruments consisted of fair market value adjustments to the derivative swap and is a reflection of the market’s outlook on the economy and the future of interest rate changes. There was no net change in unrealized gain (loss) from derivative instruments for the three and six months ended June 30, 2018 as the Fund did not establish the interest rate swap and floor agreement until February 2019.

Net increase (decrease) in net assets resulting from operations for the three ~~and nine~~ months ended ~~September~~June 30, 2019 and 2018 ~~were $0.5~~was $2.1 million and ~~$1.6~~$(1.0) million, respectively. On a per share basis, the net ~~decrease~~increase (decrease) in net assets resulting from operations for the three ~~and nine~~ months ended ~~September~~June 30, 2019 and 2018 ~~were $5.37~~was $20.56 and ~~$15.97,~~$(10.34), respectively.

Net increase (decrease) in net assets resulting from operations for the six months ended June 30, 2019 and 2018 was $3.0 millionand $(1.1) million, respectively. On a per share basis, the net increase (decrease) in net assets resulting from operations for the six months ended June 30, 2019 and 2018 was $30.18 and $(10.61), respectively.

Liquidity and Capital Resources – ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018

The Fund is owned entirely by the Company. The Company is expected, but not required, to make further contributions to the capital of the Fund to the extent of the Company’s members’ capital commitment to the Company and excess cash balances of the Company. Total capital contributed to the Fund was ~~$63.5~~$102.5 million and ~~$25,000~~$82.5 million as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. ~~Committed capital to the Company as~~As of ~~September~~both June 30, ~~2018~~2019 and December 31, ~~2017 was~~2018, the Company had subscriptions for capital in the amount of $460.0 million, ~~and $450.0 million, respectively,~~ of which ~~$96.6~~$119.6 million and ~~$25,000~~$96.6 million had been called and received, as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. As of ~~September~~June 30, ~~2018, the remaining available committed capital was $363.4~~2019, $340.4 million of ~~committed~~ capital ~~which~~remains uncalled and the uncalled capital expires on the Fund’s fifth anniversary of its first investment unless extended. Management is permitted to extend the Fund’s investment period by up to two (2) additional calendar quarters in its sole and absolute discretion. The Company has made $16.0 million in recallable distributions to its investors, as permitted under its operating agreement between the Company’s managing member and members of the Company.

The change in cash for the six months ended June 30, 2019 and 2018 was as follows:



	For the Six Months Ended June 30, 2019			For the Six Months Ended June 30, 2018
Net cash used in operating activities	$	(51,616,460	)	$	(21,508,296	)
Net cash provided by financing activities	54,495,086			54,500,000
Net increase in cash and cash equivalents	$	2,878,626		$	32,991,704

As of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017, 10.6%~~2018, 2.7% and ~~100.0%~~1.0%, respectively, of the ~~Fund's~~Fund’s total assets consisted of cash and cash ~~equivalents, respectively.~~ equivalents.

On December 20, 2018, the Fund entered into a syndicated loan agreement led by MUFG Union Bank, N.A., Wells Fargo Securities, LLC and ING Capital LLC, with participation from Zions Bancorporation, N.A., doing business as California Bank & Trust, Bank Leumi USA, Umpqua Bank, HSBC Bank USA, N.A., and First Bank, that established a secured revolving loan facility in an initial amount of up to $200.0 million with the option to request that borrowing availability be increased up to $400.0 million, subject to further negotiation and credit approval. Borrowings by the Fund are collateralized by all the assets of the Fund. Loans under the facility may be, at the option of the Fund, a Reference Rate Loan, a LIBOR Loan or a LIBOR Market Index Rate Loan. The Fund pays interest on its borrowings and also pays a fee on the unused portion of the facility. The facility terminates on December 20, 2021, but can be accelerated in the event of default, such as the failure by the Fund to make timely interest or principal payments. As of June 30, 2019, $56.5 million was outstanding under the facility.

For the ~~nine~~six months ended ~~September~~June 30, 2019 and since the start of its investment operation in May 2018, the Fund invested ~~$57.6 million~~its assets in venture loans. Amounts disbursed under the Fund’s loan commitments were $63.9 million for the six months ended June 30, 2019. Net loan amounts outstanding ~~were $51.8~~after amortization and valuation adjustments increased by $51.2 million for the same period. Unexpired unfunded commitments totaled ~~approximately $24.3~~$69.0 million as of ~~September~~June 30, ~~2018.~~

2019.



As of	Cumulative Amount Disbursed	Principal Reductions and Fair Market Adjustments	Balance Outstanding - Fair Value	Unexpired Unfunded Commitments
~~September~~June 30, 2019	$151.0 million	$20.8 million	$130.2 million	$69.0 million
December 31, 2018	$~~57.6~~87.1 million	$~~5.9~~8.1 million	$~~51.8~~79.0 million	$~~24.3~~31.0 million

The following tables show the unexpired unfunded commitments by portfolio company as of June 30, 2019 and December 31, 2018.

As of June 30, 2019:



Borrower	Industry	Unexpired Unfunded Commitment		Expiration date
Antheia, Inc.	Biotechnology	$	1,500,000	12/31/2019
Apollo Flight Research Inc.	Other Technology	250,000		01/31/2020
AvantStay, Inc.	Other Technology	500,000		07/31/2019
Callisto Media, Inc.	Technology Services	12,500,000		12/31/2019
DOSH Holdings, Inc.	Other Technology	3,750,000		01/15/2020
GoForward, Inc.	Other Healthcare	12,500,000		07/01/2020
Higher Ground Education, Inc.	Other Technology	2,500,000		09/30/2019



Borrower	Industry	Unexpired Unfunded Commitment		Expiration date
Invoice2Go, Inc.	Software	2,000,000		12/31/2019
Ipolipo, Inc.	Software	750,000		07/31/2019
Lifit, Inc.	Technology Services	1,000,000		01/30/2020
MacArthur Court Acquisiton Corporaton	Other Healthcare	5,000,000		01/01/2021
MyPizza Technologies, Inc.	Internet	2,500,000		09/30/2019
NeuMoDx Molecular, Inc.	Medical Devices	3,000,000		09/30/2019
Noteleaf, Inc.	Other Technology	1,000,000		01/30/2020
Opya, Inc.	Other Technology	1,000,000		08/15/2019
OrderGroove, Inc.	Software	1,250,000		09/03/2019
Osix Corporation	Internet	150,000		07/31/2019
Owl Cameras, Inc.	Software	3,000,000		01/31/2020
Plant Prefab, Inc.	Other Technology	500,000		07/31/2019
Platform Science, Inc.	Other Technology	1,750,000		10/31/2019
PlushCare, Inc.	Software	750,000		07/31/2019
Romaine Empire, Inc.	Other Technology	3,000,000		07/31/2019
Stitch Labs, Inc.	Software	750,000		01/31/2020
Talla, Inc.	Software	500,000		12/31/2019
Thras.io, Inc.	Other Technology	525,000		03/29/2021
Thrive Financial, Inc.	Technology Services	2,500,000		12/31/2019
Trendalytics Innovation Labs, Inc.	Software	450,000		01/31/2020
Venuetize, LLC	Software	500,000		09/30/2019
Virtuix Holdings, Inc.	Other Technology	250,000		07/31/2019
Visual Supply Company	Internet	2,500,000		03/31/2020
Voodoo Manufacturing, Inc.	Other Technology	375,000		02/28/2020
Wheels Labs, Inc.	Other Technology	500,000		07/31/2019
Total		$	69,000,000

As of December 31, 2018:



Borrower	Industry	Unexpired Unfunded Commitment		Expiration date
Aclima, Inc.	Other Technology	$	875,000	05/31/2019
Antheia, Inc.	Biotechnology	1,500,000		12/31/2019
Blockdaemon, Inc.	Software	250,000		01/31/2019
Brightside Benefit, Inc.	Other Technology	1,000,000		05/31/2019
Caredox, Inc.	Other Healthcare	625,000		04/30/2019
CytoVale, Inc.	Medical Devices	1,125,000		02/28/2019
Discover Echo, Inc.	Other Healthcare	1,000,000		02/28/2019
Fitplan, Inc.	Other Technology	250,000		01/31/2019
Hometap Equity Partners LLC	Other Technology	2,000,000		03/31/2019
Invoice2Go, Inc.	Software	4,000,000		12/31/2019
Ipolipo, Inc.	Software	750,000		07/31/2019
Keyo AI Inc.	Technology Services	500,000		01/31/2019
Kogniz, Inc.	Other Technology	375,000		04/30/2019



Borrower	Industry	Unexpired Unfunded Commitment		Expiration date
Metricly, Inc.	Software	500,000		04/30/2019
OrderGroove, Inc.	Software	2,500,000		09/30/2019
Osix Corporation	Internet	150,000		07/31/2019
Plethora, Inc.	Other Technology	500,000		01/31/2019
PlushCare, Inc.	Software	750,000		07/31/2019
Relimetrics, Inc.	Technology Services	375,000		04/15/2019
Skillshare, Inc.	Software	2,000,000		04/30/2019
SkyKick, Inc.	Other Technology	2,500,000		02/28/2019
SnapRoute, Inc.	Enterprise Networking	1,500,000		02/28/2019
Stitch Labs, Inc.	Software	1,500,000		07/31/2019
Venuetize, LLC	Software	500,000		09/30/2019
Virtuix Holdings, Inc.	Other Technology	250,000		07/31/2019
Workspot, Inc.	Software	1,000,000		01/31/2019
Zeel Networks, Inc.	Technology Services	2,750,000		03/31/2019
Total		$	31,025,000

Because venture loans are privately negotiated transactions, investments in these assets are relatively illiquid. It is the Management’s experience that not all unexpired unfunded commitments will be used by borrowers. Many credit agreements contain provisions which are milestone dependent and not all borrowers will achieve these milestones. Additionally, the Fund’s credit agreements contain provisions that give relief from funding obligations in the event the borrower has a materially adverse change in its financial condition. Therefore, the unexpired unfunded commitments do not necessarily reflect future cash requirements or future investments for the Fund.

The Fund will seek to meet the requirements to qualify for the special pass-through status available to RICs under the Code, and thus to be relieved of federal income tax on that part of its net investment income and realized capital gains that it distributes to its shareholder. To qualify as a RIC, the Fund must distribute to its shareholder for each taxable year at least 90% of its investment company taxable income (consisting generally of net investment income and net short-term capital gain) ~~(“Distribution~~(the “Distribution Requirement”). To the extent that the terms of the Fund’s venture loans provide for the receipt by the Fund of additional interest at the end of the loan term or provide for the receipt by the Fund of a purchase price for the asset at the end of the loan term (“residual income”), the Fund would be required to accrue such residual income over the life of the loan, and to include such accrued undistributed income in its gross income for each taxable year even if it receives no portion of such residual income in that year. Thus, in order to meet the Distribution Requirement and avoid payment of income taxes or an excise tax on undistributed income, the Fund may be required in a particular year to distribute as a dividend an amount in excess of the total amount of income it actually receives. Those distributions will be made from the Fund’s cash assets, from amounts received through amortization of loans or from borrowed funds.

As of ~~September~~June 30, ~~2018,~~2019, the Fund ~~has~~had cash reserves of ~~$6.2~~$3.7 million and approximately ~~$16.3~~$48.3 million in scheduled loan receivable payments over the next twelve months. Additionally, the Fund has access to uncalled capital of ~~$363.4~~$340.4 million and recallable capital of $16.0 million as a liquidity ~~source. Together, these~~source, and a borrowing base that grows as it funds additional commitments. These amounts are sufficient to meet the current commitment backlog and operational expenses of the Fund over the next year. The Fund regularly evaluates potential future liquidity resources and demands before making additional future commitments.

On April 24, 2019, the Fund’s sole shareholder, the Company, approved a reduced asset coverage ratio of 150% for the Fund as permitted in Section 61(a)(2) of the 1940 Act. Accordingly, the Fund is permitted to borrow in any amount so long as its asset coverage ratio, as defined in the 1940 Act, is at least 150% after giving effect to such borrowings. As of June 30, 2019, the Fund’s asset coverage ratio was 234%.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

The Fund’s business activities contain various elements of risk, of which Management considers interest rate and credit risk to be the principal types of risks. Because the Fund considers the management of risk essential to conducting its business and to maintaining profitability, the Fund’s risk management procedures are designed to identify and analyze the Fund’s risks, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs.

The Fund manages its market risk by maintaining a portfolio that is diverse by industry, size of investment, stage of development, and borrower. The Fund has limited exposure to public market price fluctuations as the Fund primarily invests in private business enterprises and distributes all equity investments upon receipt to the Company.

The Fund’s investments are subject to market risk based on several factors, including, but not limited to, the borrower’s credit history, available cash, support of the borrower’s underlying investors, available liquidity, “burn rate,” revenue income, security interest, secondary markets for collateral, the size of the loan, ~~and~~ term of the loan and the ability to exit via ~~Initial Public Offering~~initial public offering or ~~Merger~~merger and ~~Acquisition.~~acquisition.

The Fund’s exposure to interest rate sensitivity is regularly monitored and analyzed by measuring the characteristics of assets and liabilities. The Fund utilizes various methods to assess interest rate risk in terms of the potential effect on interest income net of interest expense, the value of net assets and the value at risk in an effort to ensure that the Fund is insulated from any significant adverse effects from changes in interest rates. At June 30, 2019, the outstanding debt balance was $56.5 million at a weighted-average floating interest rate of 2.41%, for which the Fund had a weighted-average interest rate swap in place at 2.28% on $57.0 million of the notional principal amount, leaving the Fund with exposure to interest rate changes for the $0.5 million that was over-hedged.

Because all of the Fund’s loans ~~all~~ impose a fixed interest rate upon funding, changes in short-term interest rates will not directly affect interest income associated with the loan portfolio as of ~~September~~June 30, ~~2018.~~2019. However, those changes could have the potential to change the Fund’s ability to originate loan commitments, acquire and renew bank facilities, and engage in other investment activities. Further, changes in short-term interest rates could also ~~could~~ affect interest rate expense, realized gain from investments and interest on the Fund’s short-term investments.

Based on the Fund’s Condensed ~~Statement~~Statements of Assets and Liabilities as of ~~September~~June 30, ~~2018,~~2019, the following table shows the approximate annualized increase (decrease) in components of net assets resulting from operations of hypothetical base rate changes in interest rates, assuming no changes in investments, borrowings, cash balances and ~~cash balances.~~interest rate swap derivatives.


Effect of Interest rate change by	Other Interest and Other Income/(Loss)	Total Income/(Loss)
Effect of Interest Rate Change By			Other Interest and Other Income (Loss)			Gain (Loss) from Derivative Instruments			Interest Income (Expense)			Total Income (Loss)
(0.50)%	$(30,950)		$	(18,557	)	$	(285,000	)	$	282,500		$	(21,057	)
1%	$61,900		$	37,114		$	570,000		$	(565,000	)	$	42,114
2%	$123,800		$	74,229		$	1,140,000		$	(1,130,000	)	$	84,229
3%	$185,700		$	111,343		$	1,710,000		$	(1,695,000	)	$	126,343
4%	$247,599		$	148,458		$	2,280,000		$	(2,260,000	)	$	168,458
5%	$309,499		$	185,572		$	2,850,000		$	(2,825,000	)	$	210,572

Additionally, a change in the interest rate may affect the value of the interest rate swap and effect Net change in unrealized gain (loss) from derivative instruments. The amount of any such effect will be contingent upon market expectations for future interest rate changes. Any increases in expected future rates will increase the value of the interest rate swap while any rate decreases will decrease the value.

Although Management believes that the foregoing analysis is indicative of the Fund’s sensitivity to interest rate changes, it does not take into consideration potential changes in the credit market, credit quality, size and

composition of the assets in the portfolio. It also does not assume any new ~~funding~~fundings to borrowers, repayments from borrowers or defaults on borrowings. Accordingly, no assurances can be given that actual results would not differ materially from the table above.

Because the Fund currently borrows, its net investment income is highly dependent upon the difference between the rate at which it borrows and the rate at which it invests the amounts borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on the Fund’s investment activities and net investment income. The Fund’s exposure to movement in short-term interest rates stems from the Fund borrowing at a floating interest rate but then making loans with a fixed rate at the time the loans are extended. The Fund, therefore, attempts to limit its interest rate risk by acquiring interest rate swaps to hedge its interest rate exposure.

~~Item 4.Controls~~The Fund is not sensitive to changes in foreign currency exchange rates, commodity prices and ~~Procedures:~~other market rates or prices.

~~Evaluation of~~ Item 4. Controls and Procedures

Disclosure Controls and Procedures:

~~As of~~At the end of the period covered by this ~~quarterly~~ report, ~~on Form 10-Q,~~ the ~~Fund’s chief executive officer and chief financial officer conducted~~Fund carried out an evaluation under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Fund’s disclosure controls and procedures ~~(as defined in~~pursuant to Rules ~~13a-15~~13a-15(b) and ~~15d-15~~15d-15(b) of the Securities Exchange Act of ~~1934)~~1934 (“Exchange Act”). Based upon this evaluation, the ~~Fund’s chief executive officer~~Chief Executive Officer and ~~chief financial officer~~Chief Financial Officer have concluded that the Fund’s disclosure controls and procedures were effective as of the end of the period in ~~timely alerting them of any material~~ensuring that information ~~relating~~required to be disclosed was recorded, processed, summarized and reported within the ~~Fund~~time periods specified in the SEC’s rules and forms, and in providing reasonable assurance that isinformation required to be disclosed by the Fund in such reports is accumulated and communicated to the ~~reports it files or submits under the Securities Exchange Act of 1934.~~Fund’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Controls:

There ~~were no~~have not been any changes in the Fund’s internal ~~controls~~control over financial reporting oridentified in ~~other factors~~connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that ~~could have~~occurred during the Fund’s fiscal quarter ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal ~~controls~~control over financial ~~reporting during the period covered by this quarterly report on Form 10-Q.~~reporting.

~~(Intentionally left blank)~~

PART II — OTHER INFORMATION

Item 1.Legal Proceedings

The Fund may become party to certain lawsuits from time to time in the normal course of business. While the outcome of any legal proceedings cannot now be predicted with certainty, the Fund does not expect any such proceedings will have a material effect upon the Fund’s financial condition or results of operation. Management is not aware of any pending legal proceedings involving the Fund. The Fund is not a party to any material legal proceedings.

Item 1A.Risk Factors

The following discussion point should be read in conjunction with Item 1A - “Risk Factors” in the Fund’s ~~2017~~2018 Annual Report on Form 10-K for a detailed description of the risks attendant to the Fund and its business. Except as set forth below, there have been no material changes to the risk factors reported in the Fund’s 2018 Annual Report on Form 10-K.

~~Changes~~Brexit Risk. The risk of investing in portfolio companies based out of or related to ~~U.S. trade policy~~Europe may be heightened due to the 2016 referendum in which the United Kingdom (“UK”) voted to exit the European Union (“EU”). There is significant uncertainty about how negotiations relating to the UK’s withdrawal will be resolved, as well as the potential consequences and precise timeframe for “Brexit.” On March 29, 2017, the UK formally notified the European Council of its intention to withdraw from the EU and triggered the two-year period set out for withdrawal discussions in the Treaty on European Union. Since then, the EU has extended the Brexit deadline several times to allow the UK parliament to ratify a withdrawal agreement. Currently, if no withdrawal agreement is ratified, the withdrawal of the UK from the EU is scheduled to take effect on October 31, 2019, with the possibility of an earlier departure if an agreement is ratified before that deadline. The UK could also, in theory, cancel Brexit if the rest of the EU consents or if there is a second referendum reversing the UK’s withdrawal. If, however, the UK withdraws from the EU without ratifying an agreement, the resulting uncertainty regarding the trading and cross-border investment relationship between the UK and the EU could negatively impact investments across Europe.

Therefore, the ultimate effects of Brexit will depend on agreements the UK negotiates to retain access to EU markets either during a transitional period or more permanently. Brexit could lead to legal and tax uncertainty and potentially divergent national laws and regulations as the UK determines which EU laws to replace or replicate. While it is not possible to determine the precise impact these events may have ~~a negative effect~~ on the Fund during this period and beyond, the impact on the UK and European economies and the broader global economy ~~and/~~could be significant, including increased volatility and illiquidity, and potentially lower economic growth, on markets in the UK, Europe and globally, thereby adversely affecting the value of the Fund’s investments. In addition, if one or ~~our portfolio companies~~more other countries were to exit the EU or abandon the use of the euro as a currency, the value of investments tied to those countries or the euro could decline significantly and ~~in turn, harm the Fund.~~unpredictably.

~~Significant changes~~LIBOR Phase-Out Risk. Many financial instruments, including the Fund’s credit facility and certain of its debt investments, utilize or are permitted to ~~U.S. trade policy, including changes~~utilize a floating interest rate based on the London Interbank Offered Rate, or “LIBOR,” which is the offered rate for short-term Eurodollar deposits between major international banks. Additionally, the Fund has derivative instruments that hedge by converting floating LIBOR based interest rates into fixed rates. On July 27, 2017, the head of the UK’s Financial Conduct Authority announced its intention to ~~current legislation and trade agreements~~phase out the use of LIBOR by the end of 2021. There is thus uncertainty regarding what interest rate benchmark(s) will replace LIBOR in the debt capital markets, and the ~~imposition~~effect of ~~tariffs have been discussed by~~a transition away from LIBOR on the ~~current U.S. presidential administration and certain members of Congress. Recently,~~Fund cannot yet be determined. Management continues to evaluate the administration has imposed tariffs on a range of goods imported into the U.S., and a few countries have retaliated with tariffs against the United States. These retaliatory actions could trigger extended “trade wars” between the U.S. and its trading partners, resulting in additional barriersFund’s LIBOR exposure risks, including but not limited to the ~~international market, inclusive of customers, vendors, and~~ potential ~~investors. Under these circumstances,~~impact on the cost of ~~goods~~credit, the Fund’s derivative instruments, the Fund’s holdings, and the extent to which the Fund’s debt investment instruments allow for ~~some portfolio companies could increase, resulting~~the utilization of alternative rate(s) in ~~lower consumer demand for their goods and reduced cash flows. While it is unknown whether and to what extent new legislation will be enacted into law,~~ the ~~enactment or amendment~~absence of trade legislation and/or renegotiation of trade agreements may impose additional compliance costs on portfolio companies, restrict their ability to participate in international markets and otherwise disrupt their current operations.LIBOR.

~~Special risk considerations have arisen relating to Saudi Arabia.~~

Investments in portfolio companies that receive funding from sources with direct or indirect ties to Saudi Arabia involve special considerations not typically associated with investments in other assets. These risks include, among others, the possibility that Saudi investment may decrease or become unavailable as a result of restrictions imposed against the Saudi government or funding sources with direct or indirect ties to Saudi Arabia. Recent allegations against the Saudi Arabian government relating to the death of an American-based journalist have exacerbated these risks, as several multinationals have severed ties or indicated their intent to substantially reduce or terminate business relationships with Saudi Arabia and some foreign countries have signaled that their diplomatic relations with Saudi Arabia may be negatively impacted, including through the possible imposition of sanctions, which could also result in retaliatory actions. Given Saudi Arabia’s significant venture investment activities, portfolio companies that receive funding from sources with direct or indirect ties to Saudi Arabia, particularly those tied to the Saudi government, and the venture capital sector as a whole, may experience decreased access to capital, be unable to obtain funding, or experience significant financial setbacks or disruptions. Additionally, companies with contracts with Saudi Arabia or with companies within Saudi Arabia could experience deleterious effects of the political situation.

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

Prior to the Fund's commencement of operations on May 2, 2018, the Fund sold 100,000 Shares to the Fund’s sole shareholder, the Company, for $25,000 in June 2017. No other shares of the Fund have been sold; however, the Fund received an additional $63.5 million of paid in capital during the period from May 2, 2018, commencement of operations, through September 30, 2018, which is expected to be used to acquire venture loans and fund operations.None.

Item 3.Defaults Upon Senior Securities

Not applicable.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

None.

Item 6.Exhibits



Exhibit Number	Description
3(i)	Amended and Restated Articles of Incorporation of the Fund as filed with the Maryland Secretary of State on September 25, 2017, incorporated by reference to the ~~Fund's~~Fund’s Form 10 filed with the Securities and Exchange Commission on October 18, 2017.
3(ii)	Amended and Restated Bylaws of the Fund, incorporated by reference to the ~~Fund's~~Fund’s Form 10 filed with the Securities and Exchange Commission on October 18, 2017.
4.1	Form of Stock Purchase Agreement between the Fund and the Company, incorporated by reference to the ~~Fund's~~Fund’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 18, 2017.
31.1	Chief Executive Officer (Principal Executive Officer) certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Rules 13a -14(a) and 15d-14(a) Certification).
31.2	Chief Financial Officer (Principal Financial Officer) certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Rules 13a -14(a) and 15d-14(a) Certification).
32.1	Chief Executive Officer (Principal Executive Officer) certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Section 1350 Certification).
32.2	Chief Financial Officer (Principal Financial Officer) certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Section 1350 Certification).

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.

VENTURE LENDING & LEASING IX, INC.

(Registrant)



By:	/s/ Maurice C. Werdegar	By:	/s/ Martin D. Eng
Maurice C. Werdegar		Martin D. Eng
President and Chief Executive Officer		Chief Financial Officer
(Principal Executive Officer)		(Principal Financial Officer)
Date:	~~November 9, 2018~~August 14, 2019	Date:	~~November 9, 2018~~August 14, 2019

~~EXHIBIT INDEX~~



~~Exhibit Number~~	~~Description~~
~~31.1-32.2~~	~~Certifications pursuant to The Sarbanes-Oxley Act of 2002.~~



Borrower	Percentage of Net Assets	Estimated Fair Value 9/30/2018		Par Value 9/30/2018		Final Maturity Date
Enterprise Networking
SnapRoute, Inc.		$	3,241,916	$	3,241,916	11/1/2021
Subtotal:	5.7%	$	3,241,916	$	3,241,916

Internet
Amino Payments, Inc.		$	591,643	$	591,643	12/1/2021
Protecht, Inc.		920,038		920,038		12/1/2021
Thrive Market, Inc.		7,107,119		7,107,119		4/1/2022
Subtotal:	15.2%	$	8,618,800	$	8,618,800

Medical Devices
Medrobotics Corporation		$	8,844,856	$	8,844,856	6/1/2021
NeuMoDx Molecular, Inc.		3,132,543		3,132,543		4/1/2023
Subtotal:	21.2%	$	11,977,399	$	11,977,399

Other Healthcare
Discover Echo, Inc.		$	629,899	$	629,899	12/1/2020
Subtotal:	1.1%	$	629,899	$	629,899

Other Technology
Aclima, Inc.		$	1,950,196	$	1,950,196	7/1/2021
Hint, Inc.		2,180,693		2,180,693		8/1/2021
Kobo360 Inc.*		480,275		480,275		9/1/2020
Make School, Inc.		930,317		930,317		8/1/2021



Debt Investments	Fair Value at 9/30/18		Valuation Techniques / Methodologies	Unobservable Input	Weighted Average / Amount / Range

Internet	$	8,618,800	Hypothetical market analysis	Hypothetical market coupon rate	15%

Medical Devices	$	11,977,399	Hypothetical market analysis	Hypothetical market coupon rate	19%

Other Technology	$	10,485,954	Hypothetical market analysis	Hypothetical market coupon rate	17%

Security	$	1,396,167	Hypothetical market analysis	Hypothetical market coupon rate	16%

Software	$	14,275,998	Hypothetical market analysis	Hypothetical market coupon rate	21%

Other*	$	5,003,200	Hypothetical market analysis	Hypothetical market coupon rate	15%

	51,757,518



As of September 30, 2018	Level 1		Level 2		Level 3		Total
ASSETS:
Loans†	$	—	$	—	$	51,757,518	$	51,757,518
Cash equivalents	$	6,939,066	$	—	$	—	$	6,939,066
Total	$	6,939,066	$	—	$	51,757,518	$	58,696,584



As of December 31, 2017	Level 1		Level 2		Level 3		Total
ASSETS:
Cash equivalents	$	25,000	$	—	$	—	$	25,000
Total	$	25,000	$	—	$	—	$	25,000