VENTURE LENDING & LEASING VII, INC.

104 La Mesa Drive, Suite 102

Portola Valley, California 94028

(650) 234-4300

~~NOTICE OF ANNUAL SHAREHOLDER MEETING~~

~~TO BE HELD ON MAY 19,~~June 10, 2021

To the Shareholder of Venture Lending & Leasing VII, Inc.:

We have called a special shareholder meeting for July 15, 2021 to commence at 9.00 a.m., Pacific Time, by tele/videoconference. At the special meeting, we will seek your approval of (i) the Plan of Liquidation included in the enclosed proxy statement under which Venture Lending & Leasing VII, Inc. (the “Fund” or “Fund VII”) will liquidate and dissolve, and distribute all of its assets to its sole shareholder, Venture Lending & Leasing VII, LLC (the “LLC”), a Delaware limited liability company, and (ii) termination of the Fund’s status as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) (collectively, the “Proposals”). If the Proposals are approved, we expect to implement them as soon as possible following the special shareholder meeting scheduled for July 15, 2021. After distributing its remaining assets to the LLC and terminating its status as a BDC under the 1940 Act, the Fund will immediately thereafter de-register as a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and withdraw its license as a finance lender under the California Finance Lenders Law. Neither of the Proposals will be implemented unless both are approved.

~~An Annual Shareholder Meeting~~Fund VII was organized in 2012, raised $323.8 million in capital from its sole shareholder, the LLC, borrowed $182 million from its lenders, had total assets that peaked at over $403.6 million, and, to date, has distributed over $412.2 million to the LLC, inclusive of approximately $337.7 million in cash. At March 31, 2021, Fund VII retained approximately $41.9 million in total assets, inclusive of approximately $9.3 million in cash. As we continue the wind-down phase of Fund VII, there is a risk that, in the near term, the Fund will fail to meet the diversification requirements imposed upon it to qualify for favorable tax treatment as a “Regulated Investment Company” under the Internal Revenue Code of 1986, as amended.

We are submitting for your approval, as a member of the LLC and beneficial shareholder of Fund VII, a proposal that the Fund distribute its remaining assets to the LLC, which will oversee the collection and liquidation of the remaining assets of Fund VII and distribute the net proceeds to the members of the LLC. Terminating Fund VII’s status as a BDC under the 1940 Act will enable us to achieve material savings in accounting and compliance expenses (including by eliminating the need for separate audits of Fund VII and the LLC, eliminating the expenses associated with being a reporting company under the Exchange Act and reducing the fees and expenses it pays for independent directors over the remaining life of the Fund) without adversely affecting the conduct of our business during this wind-down phase.

The wind-down, liquidation, and dissolution of Fund VII will be substantially similar to that of Venture Lending & Leasing III, Inc., Venture Lending & Leasing IV, Inc., Venture Lending & Leasing V, Inc., and Venture Lending & Leasing VI, Inc. The LLC will continue to be managed by its managing member, Westech Investment Advisors, LLC (“Westech”). We are proposing no change in the duties or compensation of the managing member, and Westech will oversee the wind-down of the portfolio of assets of the LLC and will receive the same compensation with respect to the assets of Fund VII that it now receives from Fund VII. See “Effect of the Proposals on the Management of Fund VII’s Loan and Securities Portfolio — The Existing Management Agreement” in the enclosed proxy statement.

We encourage you to carefully review the enclosed proxy statement, as it sets forth the details of the Proposals and the tax consequences thereof.

You do not need to attend the meeting to participate. Whether you plan to attend the meeting or not, we urge you to sign, date, and return the enclosed proxy by email or fax in order that as many shares as possible may be represented at the meeting. Your vote as a member of the LLC, the Fund’s sole shareholder, is important and your cooperation in promptly returning your executed proxy would be appreciated. Your proxy is revocable and will not affect your right to vote. Therefore, even if you execute a proxy, you may still attend the shareholder meeting and vote your shares.

Your vote is solicited on behalf of the Board of Directors of Fund VII.

			Very truly yours,

			/s/ Maurice C. Werdegar
			Maurice C. Werdegar
			Director and Chief Executive Officer

VENTURE LENDING & LEASING VII, INC.

NOTICE OF SPECIAL SHAREHOLDER MEETING

TO BE HELD ON JULY 15, 2021

TO THE SOLE SHAREHOLDER OF VENTURE LENDING & LEASING VII, INC.:

A special meeting of the sole shareholder of Venture Lending & Leasing VII, Inc. ~~(“the Fund”~~(the “Fund” or ~~“Fund VII”~~“Fund VII”) will be held at ~~11:00~~9.00 a.m., Pacific time, on ~~May 19,~~July 15, 2021 at the offices of Westech Investment Advisors, LLC (“Westech”), 104 La Mesa Drive, Suite 102, Portola Valley, California 94028, to consider and vote on the ~~election of five members~~following matters (each a “Proposal” and together, the “Proposals”):

(1)

Approval of the Plan of Liquidation included in this proxy statement as Appendix A (the “Plan of Liquidation”), pursuant to which Fund VII will distribute all of its assets to Venture Lending & Leasing VII, LLC (the “LLC”), the Fund’s sole shareholder, and dissolve (the “Liquidation Proposal” or the “Liquidation”); and

(2)	Approval of the termination of the status of Fund VII as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) (the “BDC Termination Proposal”), to occur immediately following Fund VII’s distribution of its assets to the LLC.

You should carefully consider the risk factors relating to the Proposals and our business, which are described under “Background of the ~~Board of Directors~~Proposals and Risk Factors” in the ~~ratification~~enclosed proxy statement.

Members of the ~~appointment of Deloitte & Touche LLP as~~LLC beneficially owning Fund VII shares through the LLC, the Fund’s ~~independent registered public accounting firm for the fiscal year ending on December 31, 2021.~~

~~Each~~sole shareholder, ~~that owned shares of the Fund~~ on the close of business on ~~April 2,~~May 18, 2021 is(the “Record Date”) are entitled to vote at ~~this~~the meeting. ~~A shareholder~~You may attend and vote at the meeting, ~~in person,~~ or may complete, date and sign the enclosed proxy ~~card~~ and return it to us by ~~fax~~email or ~~e-mail. A shareholder that executes a~~fax. Your proxy ~~card may nevertheless~~is revocable and executing does not affect your ability to attend the meeting and vote ~~in person.~~there.

A full set of proxy materials will first be mailed to you pursuant to Rule 14a-16(n) under the Securities Exchange Act of 1934 on June 10, 2021.

~~By order~~Your proxy is solicited on behalf of the Board of Directors of ~~the~~ Fund VII.

~~/s/ Maurice C. Werdegar~~

~~MAURICE C. WERDEGAR~~

~~Director, Chief Executive Officer~~

~~April 2, 2021~~

~~If you plan to attend our meeting in person, please call Judy N. Bornstein at (650) 234-4306.~~

~~YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN~~

~~Please complete the enclosed proxy card, date and sign it, and return it by fax or e-mail.~~

			By order of the Board of Directors,

			/s/ Maurice C. Werdegar
			Maurice C. Werdegar
			Director and Chief Executive Officer
June 10, 2021

TABLE OF CONTENTS

VENTURE LENDING & LEASING VII, INC.

104 La Mesa Drive, Suite 102

Portola Valley, California 94028

(650) 234-4300

DEFINITIVE PROXY STATEMENT

~~ANNUAL~~SPECIAL SHAREHOLDER MEETING

~~May 19,~~June 10, 2021

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on ~~May 19,~~July 15, 2021: This Proxy Statement, together with a Notice of ~~Annual~~Special Shareholder Meeting and Proxy Card, ~~and the Annual Report for the Fund for its year ended December 31, 2020 are~~is available, with log-in information, ~~on the internet at the following address:~~online at: www.intralinks.com. Please contact Lynda Colletta, at (650) 234-4321, or by ~~e-mail~~email to lyndac@westerntech.com, if you require assistance accessing such website. A full set of proxy materials will first be delivered to the ~~website.~~sole shareholder pursuant to Rule 14a-16(n) under the Securities Exchange Act of 1934 (the “Exchange Act”) on June 10, 2021.

Your vote at this special meeting is important to us. Please vote the shares of the Fund you beneficially hold as a member of the LLC, the Fund’s sole shareholder, by completing the enclosed proxy and returning it to us. The enclosed proxy is solicited by Fund VII’s board of directors (the “Board of Directors”).

SUMMARY OF PROPOSALS

The following is a summary of the Proposals to be presented at the special meeting and is qualified by reference to the more detailed discussion of the proposals appearing elsewhere in this proxy statement.

The costs of implementing the Proposals are expected to be minimal and will relate primarily to administrative and legal expenses. The estimated cost of implementing the Proposals is less than $20,000.

If approved, the Proposals are expected to be implemented as soon as is possible following the special shareholder meeting to be held on July 15, 2021.

For greater detail regarding the Proposals, see the sections entitled “The Liquidation Proposal” and “The BDC Termination Proposal” in this proxy statement.

Proposal 1 – The Liquidation Proposal

The Liquidation Proposal

Under the Liquidation Proposal, Fund VII would distribute all of its remaining assets to its sole shareholder, the LLC, and dissolve. The Liquidation Proposal would be implemented pursuant to the Plan of Liquidation attached as Appendix A to this proxy statement. See “The Liquidation Proposal.”

Reason for the Liquidation Proposal

Given Fund VII’s rapidly declining size and limited life cycle, we believe the benefits realized by the presence of independent directors, filing periodic reports with the Securities and Exchange Commission (the “SEC”), and complying with the requirements of operating as both a BDC and a reporting company under the Exchange Act are outweighed by the costs. By not conducting business as a BDC, Fund VII will realize cost savings by eliminating the expenses associated with being an SEC reporting company, which savings can be passed on to the LLC, its sole shareholder, in the form of greater cash distributions. In this regard, as a BDC, Fund VII is required to file periodic reports with the SEC that include audited financial statements. Although Fund VII’s sole shareholder, the LLC, will continue to provide its members with annual audited financial statements and quarterly unaudited financial statements that will include Fund VII on a consolidated basis, eliminating the requirement that Fund VII prepare its own separate annual audited financial statements will result in further cost savings that can be passed on to the LLC. See “The Liquidation Proposal.”

Additionally, as Fund VII winds down its business, it runs the risk of no longer qualifying for favorable tax treatment as a “regulated investment company” (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). RICs must meet certain diversification requirements with respect to their assets. Because of the diminishing size of Fund VII’s portfolio, it runs the risk of not meeting these diversification requirements. By distributing the remaining assets of Fund VII to the LLC, the income from Fund VII’s assets should continue to be subject to only one level of income taxation. Fund VII currently meets, and we anticipate that throughout the wind-down phase it will continue to meet, the diversification requirements applicable to RICs

under the Internal Revenue Code. See “The Liquidation Proposal – Certain Tax Aspects of the Liquidation Proposal.”

Liquidation Proceeds

Fund VII would distribute all of its remaining assets to the LLC. The members of the LLC would continue to own proportionate interests in an entity (the LLC) owning the investment portfolio formerly held by Fund VII. Distributions would be made by the LLC to its members in the discretion of Westech as the managing member of the LLC. Westech intends to follow the current distribution policy of the LLC and to make distributions to the members from the cash realized by the LLC, after payment of the expenses of the LLC and the reservation of monies for future expenses and contingencies as deemed appropriate by Westech. See “The Liquidation Proposal.”

Effect of Liquidation Proposal

If the Liquidation Proposal is approved:

• The assets of the LLC would include those distributed to it by Fund VII.

• Under an existing investment management agreement (the “Management Agreement”), Westech serves as the investment adviser to Fund VII. Westech performs similar functions for the LLC. No change in the duties or compensation of Westech is contemplated by the Liquidation Proposal.

• The LLC currently has an advisory board (the “Advisory Board”) consisting of John W. Glynn, Scott C. Taylor and Robert J. Hutter, each of whom currently serves as an independent director of Fund VII.

• The outstanding shares of membership interest in the LLC (“LLC Shares”), as is the case with the outstanding shares of common stock of Fund VII (“Fund Shares”), would continue to not be traded on any securities market.

• The assets of Fund VII distributed to the LLC pursuant to the Liquidation Proposal would be held and liquidated by the LLC in an orderly fashion, as they would be if still held by Fund VII absent the Liquidation Proposal.

• It is anticipated that each member of the LLC will recognize a long-term capital loss of approximately $32 per LLC Share for tax year 2021. It is expected that the LLC will have additional capital gains and losses as long as it continues to operate.

• There is no expectation that the LLC will wind down its business immediately following implementation of the Liquidation Proposal. The LLC is expected to wind down its business in the normal course by December 31, 2024, subject to up to three one-year extensions.

See “Background of the Proposals and Risk Factors,” and see “The Liquidation Proposal.”

Risk Factors

The Liquidation Proposal carries certain risks, including, among others, the potential for taxable income without cash distributions. The LLC would also continue to be subject to Fund VII’s business risks. See “Background of the Proposals and Risk Factors,” and see “The Liquidation Proposal.”

Rights of Members of the LLC

The LLC is the sole shareholder of Fund VII. The LLC is a Delaware limited liability company organized in 2012. The rights of the members of the LLC are governed by its Amended and Restated Operating Agreement dated December 18, 2012, as amended from time to time (the “Operating Agreement”). Unlike Fund VII, the LLC does not hold annual meetings of members, and its managing member, Westech, does not stand for annual election by the members of the LLC. Westech may be removed as managing member by the members of the LLC by vote or consent of the members holding at least two-thirds of the outstanding LLC Shares, and then only for “cause,” defined as (i) the conviction of a felony, or (ii) willful gross misconduct or willful gross neglect of duties which, in either case, has resulted in material economic harm to the LLC, unless Westech, in good faith, believed that its actions were in the best interests of the LLC. See “The Liquidation Proposal – How will the business of Fund VII differ from the business of the LLC?”

Tax Consequences

The sole shareholder of Fund VII, the LLC, will have a taxable income or loss measured by the difference between its adjusted basis in the Fund Shares and the fair market value of the assets (less liabilities, if any) distributed to the LLC. In connection with the liquidation, the members of the LLC, a pass-through entity, will realize a portion of the LLC’s net income or net loss on the Liquidation, in proportion to their ownership of LLC Shares. See “The Liquidation Proposal – Certain Tax Aspects of The Liquidation Proposal.”

Vote Required

Approval of the Liquidation Proposal requires the approval of the holders of a majority of the outstanding Fund Shares.

The Operating Agreement of the LLC grants the members pass-through voting rights, meaning that the LLC may take no action as the sole shareholder of Fund VII without first securing the approval of the members of the LLC to the same extent as if the members of the LLC were shareholders of Fund VII. Accordingly, approval of the Liquidation Proposal requires the prior approval of the holders of a majority of the outstanding LLC Shares. See “The Liquidation

Proposal – Vote Required.” This Proxy Statement, in a form substantially similar to that filed with the SEC, will be delivered to the members of the LLC.

Appraisal Rights

You do not have “appraisal rights” as a shareholder of Fund VII or as a member of the LLC.

Recommendation

The Board of Directors, including all of the directors who are not “interested persons” within the meaning of Rule 2(a)(19) under the 1940 Act (the “Independent Directors”), has unanimously approved and recommends that you vote “FOR” the Liquidation Proposal. See “The Liquidation Proposal – Recommendation of Venture ~~Lending & Leasing,~~Inc.’s Board of Directors.”

Proposal 2 – The BDC Termination Proposal

The BDC Termination Proposal

If the BDC Termination Proposal is approved, immediately after Fund VII ~~Inc. (the “Fund” or “Fund VII”) has issued this proxy statement~~distributes its remaining assets to ~~solicit proxies~~the LLC, Fund VII will terminate its status as a BDC under the 1940 Act. See “The BDC Termination Proposal.”

Reason for ~~use at~~ the ~~Annual Shareholder Meeting~~BDC Termination Proposal

Given Fund VII’s rapidly declining size and limited life cycle, we believe the benefits realized by the presence of independent directors, filing periodic reports with the SEC, and complying with the requirements of operating as both a BDC and a reporting company under the Exchange Act are outweighed by the costs. By not conducting business as a BDC, the Fund will realize cost savings by eliminating the expenses associated with being a reporting company under the Exchange Act and by reducing the fees and expenses it pays for independent directors over the remaining life of the Fund, which savings can be passed on to ~~be held at 11:00 a.m., Pacific time, on May 19, 2021, at~~ the offices of Westech Investment Advisors, LLC (“Westech”), 104 La Mesa Drive, Suite 102, Portola Valley, California 94028, and at any adjournments thereof (collectively, the “Meeting”). At the Meeting, the election of five members of the LLC in the form of greater cash distributions. Additionally, as a BDC, Fund VII is required to file periodic reports with the SEC that include audited financial statements. The LLC will continue to provide its members with annual audited financial statements, which will include the transferred Fund VII assets. Westech, as the managing member of the LLC, could, but does not currently plan to, seek to amend the LLC’s Operating Agreement to eliminate the requirement that the LLC provide annual audited financial statements to its members as it further winds down its business. This would result in further cost savings being passed on to the LLC’s members. In the unlikely event that the LLC’s Operating Agreement is amended to eliminate the requirement that the LLC provide annual audited financial statements to its members, pursuant to Rule 206(4)-2 under the Investment Advisers Act of 1940 (the “Advisers Act”), the LLC will be subject to annual verification and examination of its assets by its independent auditors and will provide quarterly account statements and quarterly shareholder reports inclusive of financial statements to its members in lieu of audited financial statements. See “The BDC Termination Proposal – Why are we doing this?” and “The BDC Termination Proposal – How will the BDC Termination work?”

Fund VII’s BDC status and registration under the Exchange Act, among other things, enabled the Fund to qualify as a RIC under the Internal Revenue Code. RICs must meet certain income requirements and diversification requirements with respect to their assets. Because of the diminishing size of Fund VII’s portfolio, there is a risk that, in the near term, it will not meet these diversification requirements. Therefore, in view of the level of Fund VII’s assets, the additional costs of maintaining Fund VII’s status as a BDC and a reporting

company under the Exchange Act outweigh any benefit Fund VII may derive from such status. Fund VII currently meets, and we anticipate that throughout the wind-down phase it will continue to meet, the diversification requirements applicable to RICs under the Internal Revenue Code. See “The BDC Termination Proposal – Certain Tax Aspects of the BDC Termination Proposal.”

Risk Factors

Unlike Fund VII, which operates as a BDC, the LLC is not subject to the 1940 Act and will not be supervised by a board of directors the majority of whom are independent, and will not be subject to restrictions on the type of investments it can make and other regulatory protections. Furthermore, the LLC does not and will not file periodic reports with the SEC. In holding assets previously held by Fund VII, the LLC will be generally subject to the same risks attendant to the operation of the business by Fund VII. See “Background of the Proposals and Risk Factors,” and see “The BDC Termination Proposal – How will the LLC be different from Fund VII?”

Vote Required

Approval of the BDC Termination Proposal requires the approval of the holders of a majority of the outstanding Fund Shares.

The Operating Agreement of the LLC grants the members pass-through voting rights, meaning that the LLC may take no action as the sole shareholder of Fund VII without first securing the approval of the members of the LLC to the same extent as if the members of the LLC were shareholders of Fund VII. Accordingly, approval of the BDC Termination Proposal requires the prior approval of the holders of a majority-in-interest of the outstanding LLC Shares. See “The BDC Termination Proposal – Vote Required.” This Proxy Statement, in a form substantially similar to that filed with the SEC, will be delivered to the members of the LLC.

Recommendation

The Board of Directors, ~~of Fund VII and the ratification~~including all of the ~~appointment~~Independent Directors, has unanimously approved and recommends that you vote “FOR” the BDC Termination Proposal. See “The BDC Termination Proposal – Recommendation.”

GENERAL INFORMATION ABOUT MEETING AND FUND VII

Meeting Date; Time; and Location

July 15, 2021, 9:00 a.m. Pacific time by tele/videoconference.

Quorum

Holder of ~~Deloitte & Touche LLP as~~a majority of the ~~Fund’s independent registered public accounting firm~~issued and outstanding Fund Shares, present in person or by proxy, will constitute a quorum for the ~~fiscal year ending~~transaction of business at the meeting.

Record Date; Shares Entitled to Vote

The Record Date is May 18, 2021. Only the LLC, through its members as of the close of business on ~~December 31, 2021~~the Record Date, will be ~~considered and voted upon (the “Proposals”). This Proxy Statement, together with a Notice~~entitled to vote at the meeting. As of ~~Annual Meeting and Proxy Card, will be first delivered~~the close of business on ~~or about April 2, 2021.~~

~~On April 2, 2021,~~ the ~~record date for the Meeting (the “Record Date”),~~Record Date there were 100,000 shares of ~~Common Stock,~~common stock, $.001 par value, ~~(“Shares”)~~ of Fund VII outstanding and entitled to vote. ~~For a shareholder’s~~Each of those Fund Shares is entitled to beone vote on each matter to come before the meeting. Each fractional Fund Share is entitled to an identical fractional vote on each matter to come before the meeting.

Voting Procedure

After you read and consider the information in this proxy statement, mark your proxy with respect to each matter, and then email or fax to us your signed and dated proxy as promptly as possible. To make sure you are represented at the ~~Meeting,~~meeting, you should return your proxy whether or not you plan to attend. Your failure to return a proxy will have the ~~shareholder must allow sufficient time for~~effect of voting AGAINST the ~~proxy to be received by May 19, 2021. A shareholder may attend and vote at the Meeting in person, or may complete, date and sign the enclosed proxy card and return it by fax or e-mail. A shareholder~~Proposals. You may revoke a proxy at any time before it is exercised by notifying the Secretary of ~~the~~ Fund VII in writing at the above address, or by attending the ~~Meeting~~meeting and voting ~~in person.~~ there.

How Votes Will Be Counted

The Fund’s Board of Directors does not have a formal policy regarding whether directors will attend annual shareholder meetings. It is anticipated that the Meeting will be conducted by proxy, with no shareholders attending. At the Fund’s 2020 annual meeting, all votes were submitted

by proxy and one member of the Fund’s Board of Directors attended the meeting in person. Should a shareholder indicate an intention to attend the Meeting and discuss items on the agenda, the Secretary of the Fund would so inform the directors, who might then elect to attend.

If the enclosed proxy is properly executed and returned in time to be voted at the Meeting, the Shares represented thereby will be voted in accordance with the instructions marked thereon. Unless a shareholder marks a proxy with contrary instructions, a proxy will be voted “for” the matter listed in the accompanying Notice of Annual Shareholder Meeting and “for” any other matters deemed appropriate. If a proxy is properly executed and returned accompanied by instructions to withhold authority to vote or is marked with an abstention (collectively “abstentions”), the Shares represented thereby will be considered to be present at the Meeting for the purpose of determining the existence of a quorum for the transaction of business. Abstentions will not constitute a vote “for” or “against” a matter and will be disregarded in determining the “votes cast” on an issue. Therefore, with respect to the Proposals, abstentions will be disregarded and will have no effect onLiquidation Proposal requires the approval of the ~~Proposals.~~

A majority of the Shares of the Fund must be present in person or by proxy to constitute a quorum to transact business at the Meeting with respect to the Fund. If a quorum is not present at the Meeting, or if a quorum is present but sufficient votes to approve the Proposals are not received, the persons named as proxies may propose one or more adjournments to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the Shares of the Fund represented at the Meeting in person or by proxy. The persons named as proxies will vote those proxies which they are required to vote “for” the Proposals in favor of such adjournment, and will vote those proxies which they are required to vote “against” the Proposals against such adjournment. A shareholder vote may be taken on one or both Proposals prior to such adjournment if sufficient votes have been received.

The election of each of the nominated directors of the Fund requires approval by a plurality of all votes cast by the Fund’s shareholder at a meeting at which a quorum is present, and ratification of the appointment of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the fiscal year ending on December 31, 2021 requires approval by a majority of all votes cast by the Fund’s shareholder at a meeting at which a quorum is present. 100% of the Fund’s outstanding Shares are owned by Venture Lending & Leasing VII, LLC (the “LLC”). The LLC in turn is owned by its members (the “LLC Members”). The Operating Agreement of the LLC grants the LLC Members pass-through voting rights, meaning that the LLC, as the sole shareholder of the Fund, may take no action as shareholder of the Fund without first securing the approval of the LLC Members, with the same vote required of the LLC Members as is required of the shareholder of the Fund. Accordingly, the election of each of the nominated directors of the Fund requires the prior approval of the holders of ~~at least a plurality of the outstanding shares of membership interests of the LLC (the “LLC Shares”), and ratification of the appointment of Deloitte & Touche LLP as the Fund’s independent~~

~~registered public accounting firm for the fiscal year ending on December 31, 2021 requires the prior approval of at least~~ a majority of the outstanding LLC ~~Shares.~~

~~Annex A to this Proxy Statement sets forth information about~~Shares, and the ~~beneficial owners and “groups” of beneficial owners (as that term is used in Section 13(d)~~BDC Termination Proposal requires the approval of the ~~Securities Exchange Act~~holders of ~~1934 (the “Exchange Act”)), who beneficially owned more than 5%~~a majority-in-interest of the outstanding ~~Shares~~LLC Shares. Abstentions will have the effect of a vote AGAINST the Proposals. If a signed proxy is returned but not voted (for, against, or abstain) on a Proposal, then the management proxies will vote the shares represented by the proxy FOR the Proposal.

The Proposals as One Integrated Plan

Neither of the ~~Fund as~~two Proposals will be implemented unless both are approved.

Proxy Solicitation

The proxy of the ~~Record Date, and about~~LLC, through its members, will be solicited primarily by mail. A full set of proxy materials will first be delivered to the ~~Share ownership~~LLC pursuant to Rule 14a-16(n) under Exchange Act on June 10, 2021. Proxy materials will also be available for review by members of the ~~Board of Directors and executive officers of the Fund.~~

Proxy solicitation will be made primarily by e-mail and fax, but proxy solicitations also may be made by mail, telephone calls or personal meetings conducted by officers and employees of the Fund and Westech.LLC at: www.intralinks.com. The ~~costs~~cost of the proxy solicitation and the preparation of this proxy statement will be borne by ~~the Fund.~~

~~The Annual Report for the Fund for its year ended December 31, 2020 has been timely delivered to the Fund’s shareholder.~~

~~Election of Directors (Proposal 1) – General Matters~~

All the nominees have consented to serve as directors of the Fund if elected. If elected, each nominee will serve until the next annual shareholder meeting or until his successor is elected and shall have qualified. Unless a shareholder gives contrary instructions on the proxy card, Shares voted by proxy will be voted in favor of the election of these nominees. If any of the nominees should withdraw or otherwise become unavailable for election, Shares represented by proxy will be voted in favor of such other nominee presented at the Meeting.

These nominees, if elected, will constitute the entire Board of Directors of the Fund. To be elected, each nominee must receive the affirmative vote of a plurality of the Shares of the Fund represented at the Meeting in person or by proxy.

The directors of the Fund that are not “interested persons” of the Fund, as defined under the Investment Company Act of 1940 (the “Independent Directors”), constitute its Audit Committee. The Audit Committee reviews the scope and results of the Fund’s annual audit with the Fund’s independent registered public accounting firm and recommends the engagement of the independent registered public accounting firm. The Fund’s Board of Directors has adopted a written charter for the Audit Committee (the “Audit Committee Charter”), the current version of which is attached to this proxy statement as Annex B. The Audit Committee Charter requires that the Fund’s Board of Directors determine whether one or more members of the Audit Committee will be a designated “financial expert” as defined in rules adopted by the Securities and Exchange Commission. The Board has determined not to designate a financial expert, based on its belief that all the current members of the Board of Directors possess a high degree of experience and sophistication in financial and/or accounting matters, and that the designation of a financial expert would not appreciably improve the workings of the Board.

The Independent Directors of the Fund also constitute its Nominating Committee. The Nominating Committee is responsible for the nomination of persons to serve as members of the Board of Directors of the Fund, and has sole discretion to nominate the Independent Directors. The Charter of the Nominating Committee is attached to this proxy statement as Annex C. The Nominating Committee will consider nominees recommended by LLC Members. Proposed nominations should be submitted to the attention of the Secretary of the Fund, c/o Westech Investment Advisors, 104 La Mesa Drive, Suite 102, Portola Valley, California 94028. Any LLC Member wishing to send communications to the Board should submit such communications in the same fashion.

The Nominating Committee has not set minimum qualifications that must be met by director nominees. Each candidate will be evaluated by the Nominating Committee with respect to the relevant business and industry experience that would enable the candidate to serve effectively as an Independent Director, as well as his or her compatibility with respect to business philosophy and style. Although the Nominating Committee does not have a formal policy on diversity, it believes that diversity in Board composition is an important factor in evaluating nominees, and seeks to have Board members with diverse backgrounds, experiences, and points of view. All of the Fund’s current Independent Directors were recommended to the Nominating Committee by Westech. In addition to the factors described above, the Nominating Committee considered the fact that all of the Independent Directors have been directors of prior business development companies managed by Westech with investment programs similar to that of the Fund, and thus are conversant with the investment program of the Fund and related issues.

Each director’s biography, set forth below, includes information about the director’s specific experience and qualifications that led the Board to conclude that he should serve as a director of the Fund, in light of the Fund’s business and structure. Additionally, the Board believes that each director possesses strong personal and professional ethics, a high standard of integrity and values, and senior leadership skills and experience. Each director has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Fund. The Board believes that each director brings valuable skills and experiences to the Fund that, taken together, provides the Board with a depth of knowledge, judgment and insight necessary to provide effective oversight of the Fund’s operations.

Mr. Glynn is the founder and General Partner of Glynn Capital Management and Glynn Ventures, a venture capital fund and has spent the past four decades in the venture business. Mr. Glynn has managed investments in leading technology companies and has served as a director and adviser to several private companies.

Mr. Taylor currently serves on the board of directors of Piper Sandler and is the former Executive Vice President, General Counsel and Secretary of Symantec Corporation, where he managed the company’s legal, intellectual property and public

~~policy work. Mr. Taylor has extensive experience advising internet security and technology companies as an independent director.~~

Mr. Hutter is the founder and Managing Partner of Learn Capital, focusing on early stage and emerging growth companies within the technology and education sectors, and serves on the board or as a board observer for several companies within those sectors. Mr. Hutter has spent over two decades advising and investing in early stage and emerging growth companies.

Mr. Werdegar has worked in various capacities since joining Westech in 2001, where he currently serves as the Chief Executive Officer. His background includes other advisory positions at early stage venture capital firms, including as a Venture Partner at Outlook Ventures.

Mr. Swenson serves as the Chairman of Westech, having previously served as its Chief Executive Officer, and is a founder of Westech’s predecessor, Westech Investment Advisors, Inc. Mr. Swenson has over three decades of experience in the finance and technology sector.

Mr. Werdegar serves as Chief Executive Officer of the Fund, while Mr. Swenson serves in the Chairman of the Board position. The Board believes that having the Chairman and Chief Executive Officer positions held by different individuals at this point in time is in the best interest of the Fund and its shareholder. Although Mr. Swenson is not Chief Executive Officer of the Fund, he possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the Fund. Mr. Swenson is, therefore, well positioned to develop Board agendas that ensure that the Board’s attention is directed to the most critical issues for the Fund. While Mr. Swenson is an “interested person” of the Fund, as defined in the Investment Company Act of 1940, each of the directors of the Fund, other than Messrs. Swenson and Werdegar, are independent, and each of the Fund’s committees are composed entirely of Independent Directors.

Each Independent Director is encouraged to regularly contact management with questions or suggestions for agenda items, and the directors are kept informed of the Fund’s business by various documents sent to them and oral reports made to them during Board meetings by the Fund’s management. The Fund has adopted written compliance policies and procedures, which are designed to ensure that the Fund is compliant with all applicable laws. No less frequently than annually, the Board reviews the adequacy of these procedures and the effectiveness of their implementation. In connection with this review, the Fund’s designated Chief Compliance Officer provides a written report to the Board, which discusses, among other things, any material compliance matters or issues that arose during the year. Additionally, the Chief Compliance Officer meets with the Independent Directors of the Fund on an annual basis, without management present. The designation of the Chief Compliance Officer is approved by the Board, including a majority of its Independent Directors, and the Chief Compliance Officer may be removed from her responsibilities only with the approval of the Board, including a majority of the Independent Directors. For the foregoing reasons, the Board believes that its current

~~leadership structure strikes the appropriate balance between effective Board leadership and independent oversight of management.~~

~~Because the executive officers of the Fund do not receive compensation for their services to the Fund, the Fund does not have a compensation committee.~~

~~The following table shows the compensation of the directors of the Fund during the last fiscal year:~~


~~Name and Position~~	Aggregate Compensation from the Fund*
~~Independent Directors~~
~~John W. Glynn~~ ~~Director~~	$	~~40,000~~
~~Scott C. Taylor~~ ~~Director~~	$	~~30,000~~
~~Robert J. Hutter~~ ~~Director~~	$	~~30,000~~
~~Non-Independent Directors~~
~~Ronald W. Swenson~~ ~~Director, Chairman~~	$	—
~~Maurice C. Werdegar~~ ~~Director, Chief Executive Officer~~	$	—

* Represents cash compensation and the only form of director compensation.

The Board of Directors determines the annual compensation of each Independent Director without any express monetary limit, taking into account the current regulatory environment and the market. The Fund’s Independent Directors are reimbursed by the Fund for their expenses in attending meetings of the Board of Directors or any committee thereof and receive a fee for attendance in person at any meeting. In addition, each Independent Director that serves as an independent member of the LLC’s advisory board (the “Advisory Board”) may receive annual compensation for his or her Advisory Board service, which Westech determines without any express monetary limit, taking into account the current regulatory environment and the market.

~~The Fund’s directors who are “interested persons” of the Fund, as defined in the Investment Company Act of 1940, receive no compensation from the Fund for their services as directors.~~

The Fund is a private business development company with no public market for its equity securities. In addition, equity interests in the Fund are generally not transferable and are not granted as compensation. Accordingly, the Fund has not deemed it necessary to establish a policy that would restrict the ability of its employees (including officers) or directors to purchase securities or other financial instruments, or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities granted as compensation, or held directly or indirectly by the employee or director.

~~Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 2) – General Matters~~

The Audit Committee of the Fund, comprised of the Independent Directors, recommended the appointment of Deloitte & Touche LLP to serve as the Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2021, which appointment was unanimously approved by the Board of Directors of the Fund. More information on Deloitte & Touche LLP is set forth below.

~~PROPOSAL 1 – TO ELECT FIVE DIRECTORS OF THE FUND~~

~~The following table provides information concerning each nominee for election to the Board of Directors of~~ Fund VII. ~~Each of our directors serves until~~

Fund VII’s Investment Adviser

Fund VII’s investment adviser is Westech, a ~~successor is elected and qualified or until the director’s earlier death, resignation, removal or retirement. The address of each nominee is c/o Westech Investment Advisors, LLC,~~California corporation located at 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.

Name of Nominee for Director Age as of December 31, 2020 Positions(s) Held with Fund Director of the Fund Since Principal Occupation(s) During Past 5 Years and Other Directorships in Publicly Held Companies Number of Portfolios in Fund Complex Overseen by Nominee Aggregate Dollar Range of Equity Securities Beneficially Owned in the Fund as of December 31, 2020
Independent Directors

Robert J. Hutter 48 Director 2015 Managing Partner of Learn Capital since 2010. Mr. Hutter is also a member of the Board of Directors of Venture Lending & Leasing IX, Inc. (“Fund IX”). 2 – Fund VII and Fund IX $0
John W. Glynn 80 Director 2012 President and Manager, Glynn Capital Management LLC (since 1983); Managing Partner, Glynn Ventures IV, V and VI, and Glynn Partners I, II, III, IV and V. Mr. Glynn was previously a Director of Venture Lending & Leasing IV, Inc. and Venture Lending & Leasing VI, Inc. (“Fund VI”). 1 - Fund VII
$50,001-$100,000(1)
Annual and Quarterly Reports

You may obtain copies of Fund VII’s 2020 annual report on Form 10-K (for the year ended December 31, 2020)

and 2021 quarterly reports on Form 10-Q, without charge, by accessing the EDGAR Database on the SEC’s website at http://www.sec.gov or by contacting Lynda Colletta at (650) 234-4321 or lyndac@westerntech.com.

FUND VII’S BUSINESS

Fund VII is a non-diversified closed-end management investment company electing status as a BDC under the 1940 Act. The investment objective of Fund VII is to achieve a high total return by providing debt financing to portfolio companies. The Fund’s investment activities focus primarily on private debt securities. Fund VII generally receives warrants to acquire equity securities in connection with its portfolio investments, and generally distributes such warrants upon receipt to the LLC.

The sole shareholder of Fund VII is the LLC. The ~~director beneficially owns a membership interest in~~capital of Fund VII has been contributed to it by the LLC, which ~~owns 100%~~in turn received capital contributions from its members pursuant to their capital commitments. The members of the ~~Fund’s Shares.~~LLC initially committed $375.0 million in capital to the LLC. Capital contributions were made by the members of the LLC from time to time upon call. The capital contributions made by members to the LLC total $375.0 million. The LLC stopped making capital calls on June 19, 2017, the date on which all remaining capital commitments were called.

From the capital contributions made by its members, the LLC contributed $323.8 million in capital to Fund VII. The remaining $51.2 million was retained by the LLC for direct equity investments.

Fund VII has completed its investment period and is now focused on efficiently managing and liquidating its portfolio. As ~~a result,~~of March 31, 2021, Fund VII had distributed approximately $407.1 million to the ~~director may be deemed~~LLC, including approximately $332.7 million in cash and $74.4 million in warrants and other equity securities. As of May 18, 2021, the Fund assets that remain to be distributed include $18.2 million in cash, $0.1 million in non-loan receivables and $28.6 million in loans receivable.

As of March 31, 2021, the assets of Fund VII totaled approximately $41.9 million, and consisted of loans, with an estimated fair value of approximately $32.5 million, and cash and other assets of approximately $9.4 million. Fund VII’s total liabilities at March 31, 2021 were approximately $0.3 million, consisting in large part of accrued expenses and management fees payable. Total shareholder equity of Fund VII at March 31, 2021 was approximately $41.6 million. Fund VII repaid in full its funded indebtedness on July 8, 2020, and therefore at March 31, 2021 it had no bank debt on its balance sheet.

BACKGROUND OF THE PROPOSALS AND RISK FACTORS

Fund VII was organized as an investment vehicle with a ~~beneficial owner~~limited life. Fund VII’s Articles of Incorporation provide that Fund VII shall cease to exist at the close of business on December 31, 2022, except for the purpose of paying, satisfying, and discharging any existing debts or obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind up its business and affairs.

For the reasons discussed below Fund VII’s Board of Directors, including all of the Independent Directors, recommends that Fund VII distribute its remaining assets to the LLC, dissolve and terminate its BDC election. If approved, the Proposals are expected to be implemented as soon as is possible following the special shareholder meeting to be held on July 15, 2021. There is no expectation that the LLC will wind down its business immediately following implementation of the Proposals. The LLC is expected to wind down its business in the normal course by December 31, 2024, subject to up to three one-year extensions.

The Board of Directors of Fund VII, including all of the Independent Directors, has unanimously approved the Liquidation Proposal and the BDC Termination Proposal and directed that they be submitted for the consideration and approval of the LLC.

Pursuant to the Liquidation Proposal, the assets of Fund VII would be distributed to the LLC, which would continue the business of Fund VII, holding and overseeing the liquidation of the remaining loan and investment portfolio of Fund VII. The risks attendant to the operation of these assets by the LLC are the same risks currently associated with the operation of the business by Fund VII. The risk factors set forth below focus principally on the termination of Fund VII’s status as a BDC under the 1940 Act and as a reporting company under the Exchange Act. Along with the other information included in this proxy statement, you should carefully consider the following risks and uncertainties.

The LLC is Not Subject to the 1940 Act and Will Not Have Independent Directors or File Audited Financial Statements with the SEC

If the Proposals described herein are approved, then Fund VII will end its status as a BDC under the 1940 Act and will no longer need to comply with the related regulatory requirements, including having independent directors and providing the LLC with audited financial statements. The requirement that BDCs have independent directors is designed to protect the interests of investors. The LLC is not subject to the requirements of the 1940 Act, and if the Proposals are approved, the LLC will not be managed under the direction of a majority of individuals who are unaffiliated with Westech, and, therefore, the independent oversight of Fund VII will not exist for the LLC. Furthermore, the LLC will not be required to file audited financial statements with the SEC or provide such audited financial statements to its members. While the LLC, will continue to provide its members with annual audited financial statements, which will include Fund VII assets, Westech, as the managing member of the LLC, may seek to amend the LLC’s Operating Agreement to eliminate the requirement that the LLC provide annual audited financial statements to its members as it further winds down its business. In the unlikely event that the LLC’s Operating Agreement is amended to eliminate the requirement that the LLC provide annual audited financial statements to its members, pursuant to Rule 206(4)-2 under Advisers Act, the LLC will be subject to annual verification and examination by its independent auditors and will provide quarterly account statements and quarterly shareholder reports inclusive of financial statements to its members in lieu of audited financial statements.

The LLC Will Not File Reports with the SEC and Will Not Be Subject to Regulation Under the Exchange Act

If the Proposals presented herein are approved, they are expected to be implemented as soon as possible following the special shareholder meeting scheduled for July 15, 2021. Fund VII will distribute its remaining assets to the LLC, withdraw its election as a BDC and, immediately thereafter, de-register as a reporting company under the Exchange Act and withdraw its license as a finance lender under the California Finance Lenders Law (the “CA Lenders Law”). Because of its limited number of members, the LLC has not registered as a reporting company under the Exchange Act, and therefore does not and will not prepare and file periodic reports with the SEC, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, or current reports on Form 8-K. Further, the LLC will not file proxy statements in connection with any meetings of its members, and none of its officers or controlling persons are subject to regulation under Section 16 of the Exchange Act, which governs insider reporting and recovery of short-swing profits.

When Fund VII No Longer Qualifies as a RIC, its Income Will Be Taxable at the Corporate Level and its Distributions Will Be Taxable to the LLC and its Members

As long as Fund VII qualifies as a RIC under the Internal Revenue Code, it does not pay any federal or state corporate income tax on income or gains that are distributed to its sole shareholder, the LLC (referred to as having “pass-through status”). If the Proposals are approved, Fund VII will no longer be eligible to qualify as a RIC, and Fund VII’s income will be subject to an entity-level tax from the date it fails to qualify as a RIC through the date of liquidation. In this regard, Fund VII will be taxed as an ordinary C corporation on its taxable income for each year (even if that income is distributed to the LLC), and, to the extent any member of the LLC is not a tax-exempt entity, the member will be taxed on all distributions to the extent of Fund VII’s accumulated or current earnings and profits. Distributions in excess of accumulated and current earnings and profits, if any, will generally be treated as a return of capital that is applied against and reduces, but not below zero, the LLC’s basis in Fund Shares. Any remaining excess would be treated as gain realized from the disposition of Fund Shares. We do not anticipate that Fund VII will fail to qualify as a RIC prior to the liquidation of Fund VII.

The Liquidation of Fund VII Will Be Taxable to the LLC and its Members

If the Proposals presented herein are approved, the LLC, as the sole shareholder of Fund VII, will have taxable gain or loss measured by the difference between its adjusted basis in Fund Shares and the fair market value of the assets (less any liabilities, if any) distributed to it upon the Liquidation. Because the LLC is a “pass-through entity,” the members of the LLC will be required to recognize a portion of the ~~Shares~~LLC’s gain or loss on the Liquidation, in proportion to their ownership of LLC Shares. It is anticipated that each member will recognize a long-term capital loss of approximately $32 per LLC Share.

This is only a preliminary estimate. Two factors could cause the amount that the members of the ~~Fund.~~LLC will be required to recognize to vary, perhaps significantly, from this preliminary estimate. First, the preliminary estimate reflects values as of March 31, 2021, but the amount of the member’s gain or loss will depend on the value of the assets of Fund VII on the date that assets of the Fund are distributed to the LLC as part of the Liquidation. Second, most assets held by Fund VII are not publicly traded and there are no market quotes available to establish the fair market value of its assets with certainty. The Board of Directors will use the valuation methods it has customarily employed to estimate the value of Fund VII’s assets as of the distribution date. The Internal Revenue Service (the “IRS”), however, will not be bound by the Board of Director’s valuation and could assert that Fund VII’s assets had a higher value on the distribution date than the value reported to the members of the LLC. As a result, any gain or loss realized by the members could vary significantly from the estimates disclosed in this proxy statement. See “Certain Tax Aspects of the Liquidation.”

Under the Operating Agreement of the LLC, Westech, as the Managing Member, May Be Removed for Cause by a Vote of Two-Thirds of the Membership Interests

While the existing Management Agreement between Fund VII and Westech can be cancelled on 60 days’ notice by Fund VII’s Board of Directors, the LLC’s Operating Agreement permits the termination of Westech as the managing member of the LLC by vote of the members holding two-thirds of the outstanding membership interests of Venture LLC, but only for “cause,” defined to mean (i) the conviction of a felony or (ii) willful gross misconduct or willful gross neglect of its duties which, in either case, has resulted in material economic harm to the LLC unless Westech, in good faith, believed that its actions were in the best interest of the LLC.

The LLC Is Not Obligated to Make Any Cash Distributions With Respect to LLC Shares

Westech, as the LLC’s managing member, has the discretion to retain future profits for anticipated expenses and for contingencies. The LLC anticipates continuing its current policy of making distributions as borrowers repay their loans and it liquidates its and Fund VII’s other investment securities. There can be no assurance as to the amount or timing of such income or the resulting distributions to be made by the LLC to its members.

THE LIQUIDATION PROPOSAL

Recommendation

The Board of Directors, including all of the Independent Directors, has determined that the Liquidation Proposal is advisable and is in the best interest of the LLC. In reaching its decision, the Board of Directors considered, among others, the following factors:

the fact that, as Fund VII winds down its business, there is a risk it could fail to qualify for favorable tax treatment as a RIC under the Internal Revenue Code, meaning that, upon such failure, the income of Fund VII would thereafter be taxed at the corporate level, even if such income is distributed to the LLC, the Fund’s sole shareholder;

the anticipated timing of achieving maximum value for Fund VII’s remaining assets during an orderly liquidation; and

the expenses, including, among other expenses, general administrative and ongoing expenses, related to various alternatives.

The Board of Directors primarily considered two alternatives to the Liquidation Proposal:

liquidating Fund VII’s assets while still in corporate form; or

transferring Fund VII’s assets to a liquidating trust and then selling them.

Why not proceed with the other options considered?

Were Fund VII to remain in corporate form and fail to qualify as a RIC under the Internal Revenue Code, its income would be subject to double tax, first at the corporate level, based upon the taxable income of Fund VII, and then at the shareholder level, based upon the distributions made by Fund VII to the LLC from Fund VII’s accumulated earnings and profits. On the other hand, a limited liability company, such as the LLC, is taxed as a partnership, meaning that it is not taxed at the “entity” level, but only at the “member” level, based upon the members’ share of the taxable income of the limited liability company.

A liquidating trust was deemed inadvisable because of the complexity of establishing and operating a liquidating trust and the fact that establishing a liquidating trust would entail many of the same costs as operating the LLC.

The Board of Directors, including all of the Independent Directors, has carefully considered the Liquidation Proposal and has unanimously determined that it is advisable and in the best interests of the LLC. The Board of Directors, including all of the Independent Directors, unanimously recommends that you vote “FOR” the approval of the Liquidation Proposal.

How will the business of Fund VII differ from the business of the LLC?

The LLC is a Delaware limited liability company. As a result, its charter documents consist of a Certificate of Formation and Operating Agreement instead of Articles of Incorporation and Bylaws. The terms of the charter documents of the LLC are described below, including the significant differences between the charter documents of the LLC and those of Fund VII.

Term

Fund VII’s Articles of Incorporation provide that the Fund’s period of existence ceases on December 31, 2022, except that it shall continue to exist for the purpose of paying, satisfying and discharging existing debts or obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind up its business.

The LLC’s Operating Agreement provides that its term of existence shall continue until December 31, 2024, or such earlier time as it may be dissolved pursuant to the terms of the Operating Agreement. Westech, as the managing member of the LLC, with the consent of the Advisory Board, may extend the life of the LLC on an annual basis for up to three additional one-year terms.

The loan portfolio to be acquired by the LLC by distribution from Fund VII has due dates extending to July 1, 2023. Additionally, the LLC owns assets that have dates extending well beyond 2027. Unless earlier liquidated or sold, therefore, it is anticipated that the LLC will continue in business beyond 2024.

Capital Structure

Fund VII’s capital structure consists of 10,000,000 authorized shares of common stock, $0.001 par value. As of the Record Date, 100,000 Fund Shares were issued and outstanding, all held by the LLC.

The LLC’s capital structure consists of one class of LLC Shares. Each LLC Share represents a capital contribution of $1,000. At March 31, 2021, there were 375,000 LLC Shares outstanding.

No member of the LLC has any continuing obligation to contribute capital to the LLC. Westech, the managing member of the LLC, anticipates that the repayments of principal received and income generated by the LLC from its loan and securities portfolio will be sufficient to pay all operating expenses of the LLC.

Managing Member

The LLC has no employees. It is managed by its managing member, Westech. For information on Westech, see “Effect of The Proposals on the Management of Fund VII’s Loan and Securities Portfolio – The Existing Management Agreement.” The services rendered by Westech to the LLC are similar to the services rendered to Fund VII.

Advisory Board

Fund VII is managed under the supervision of its Board of Directors, a majority of whom are not “interested persons” of Fund VII or Westech, as that term is defined in the 1940 Act. The LLC does not have a board of directors, but is managed by Westech as managing member. Messrs. John W. Glynn, Scott C. Taylor and Robert J. Hutter, currently the independent directors of Fund VII, serve on the Advisory Board to the LLC under its Operating Agreement. The Advisory Board has the authority to approve or disapprove certain transactions in which Westech has an actual or potential conflict of interest with the LLC, but generally has no other power to participate in the management of the LLC. Advisory Board members currently do not receive compensation for their services other than reimbursement of expenses for attending meetings. It is anticipated that if the Proposals are approved, each Advisory Board member will receive an annual fee, paid in quarterly installments, from the LLC of $15,000 for each twelve-month period he or she serves as an Advisory Board member following the Liquidation. This compensation arrangement is contemplated by and permissible under Section 7.7 of the LLC’s Amended and Restated Operating Agreement dated December 18, 2012, as amended from time to time.

Voting Rights

Holders of LLC Shares:

are entitled to one vote per LLC Share on all matters submitted to a vote of the members;

are not entitled to cumulate their votes in any election; and

are entitled to take action by written consent without a meeting.

No additional consent of the LLC’s members is required for the disposition of the remainder of the LLC’s assets. The timing and terms of sale of the remaining assets of the LLC will be determined by Westech, the managing member of the LLC. It is anticipated that the remaining assets of the LLC will be distributed to the members of the LLC in the normal course by December 31, ~~2020,~~2024 subject to up to three one-year extensions.

The LLC’s Operating Agreement provides that Westech as the ~~Fund’s equity~~managing member shall call a special meeting of members upon the written request of holders of not less 25% of the outstanding LLC Shares.

Under the Maryland General Corporation Law (the “Maryland GCL”) and the Articles of Incorporation of Fund VII, the approval of the holders of at least two-thirds of the outstanding Fund Shares is required for the transfer of all or substantially all of the assets of Fund VII; no approval shall be required from the members of the LLC for the sale of its remaining assets. Otherwise, the voting rights of the members of the LLC, described above, are similar to the voting rights of the LLC as the sole shareholder of Fund VII.

As described under “Summary of Proposals – Vote Required” herein, the members of the LLC have pass-through voting rights with respect to any action required by the LLC, as sole shareholder of Fund VII. Accordingly, approval of the two Proposals submitted hereby requires the prior approval or consent of the members of the LLC. In the case of the Liquidation Proposal, approval or consent of the holders of a majority of the

outstanding LLC Shares is required, and for the BDC Termination Proposal, approval or consent of the holders of a majority-in-interest of the outstanding LLC Shares is required. This Proxy Statement, in a form substantially similar to that filed with the SEC, will be delivered to the members of the LLC.

Annual and Special Meetings of Members

Meetings of the members of the LLC may be called by the managing member (Westech), or by members holding not less than 25% of the outstanding LLC Shares. Meetings are held at the principal place of business of the LLC or as otherwise determined by Westech.

Notice of any meeting of the members is to be given no fewer than ten (10) days and no more than sixty (60) days prior to the date of the meeting. Notices are to specify the purpose or purposes for which the meeting is called.

The members may also act without a meeting, by written consent, setting forth the action so taken, signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting in which all members were present and voting. Prompt notice of the taking of any action without a meeting by less than unanimous consent is to be given in writing to those members who did not consent in writing.

For the purpose of determining the members entitled to notice of, and to vote at, a meeting of the members, or to give approvals without a meeting, Westech, as the managing member of the LLC, may set a record date which, in the case of a meeting or written approvals, shall be not less than ten (10) or more than sixty (60) days before (i) the date of the meeting (unless such requirement conflicts with any applicable law or regulation) or (ii) in the event approvals are sought without a meeting, the date by which members are requested in writing by the managing member to give such approvals.

Distributions

Distributions are made by the LLC to its members in the discretion of Westech as the managing member of the LLC. Westech intends to follow the current distribution policy of the LLC and to make distributions to the members from the cash realized by the LLC, after payment of the expenses of the LLC and the reservation of monies for future expenses and contingencies as deemed appropriate by Westech.

Under the LLC’s Operating Agreement, distributions are generally made to members up to an amount equal to 8% cumulative, non-compounded annual return, calculated monthly, of the members’ unreturned capital contributions (the “Preferred Return”). Thereafter, profits are allocated to the Manager (the “Catchup Distribution”) in an amount equal to 25% of the Preferred Return so that cumulatively the Manager will have received 20% of the total distributions of the sum of the Preferred Return and the Catchup Distribution. Thereafter distributions are made 80% to the members in proportion to the number of LLC Shares owned by them, and 20% to Westech, as managing member, until each has received distributions equal to its cumulative profit allocations. Any remaining amounts are distributed in accordance with the capital accounts of the members and the managing member. However, under the terms of the LLC’s Operating Agreement, if the Preferred Return is achieved and there are profits in excess of the Preferred Return, then Westech would be entitled to its 20% interest in the distributions made by the LLC which are represented by total profits. This discussion is intended only to summarize the way in which profits are distributed to members and allocated to the Manager, and is in all respects to subject to and, as appropriate, modified by the more detailed description set forth in the Operating Agreement.

Indemnification of Westech as Managing Member

The provisions of the LLC’s Operating Agreement governing indemnification of Westech as the managing member do not materially differ from the provisions governing indemnification of the Board of Directors and Westech under the charter documents and existing Management Agreement of Fund VII.

The LLC. The indemnification of the managing member and agents of the LLC is governed by the provisions of Delaware’s Limited Liability Company Act (the “Delaware LLC Act”) and the LLC’s Operating Agreement. Pursuant to the Delaware LLC Act, no person who acts as a manager of a Delaware limited liability company (a “Delaware LLC”) is personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of a Delaware LLC solely by reason of being a manager of a Delaware LLC. The Delaware LLC Act also permits, subject to certain exceptions, the operating agreement of a Delaware LLC to provide for indemnification of its managers and members and other agents acting on behalf of the Delaware LLC.

The indemnification of the managing member and other agents of the LLC is covered by Article 9 of the LLC’s Operating Agreement. Under this Article, each of the managers, officers, employees, and agents of the LLC (each an “LLC Indemnified Person”) is entitled to indemnification for all liabilities and expenses incurred in connection with any proceeding (other than a proceeding by or in the right of the LLC, a so-called “derivative” action) if the LLC Indemnified Person acted in good faith and in a manner the LLC Indemnified Person reasonably believed to be in, or not opposed to, the best interest of the LLC, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was ~~$40,747,017.~~unlawful. With respect to a derivative action brought on behalf of the LLC, an LLC Indemnified Person is entitled to indemnification if he or she acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interest of the LLC, provided that no indemnification is to be made in respect of any claim or matter as to which the LLC Indemnified Person shall have been adjudged to be liable for gross negligence, recklessness, or willful misconduct in the performance of his or her duties to the LLC unless the court in which the action or suit is brought determines upon application that, in view of all of the circumstances, the LLC Indemnified Person is fairly and reasonably entitled to indemnity for such expenses, as the court shall deem proper.

LLC Indemnified Persons are also entitled to an advance of monies from the LLC to defend any action or proceeding brought against them arising out of conduct for and on behalf of the LLC, upon the LLC Indemnified Person’s written undertaking to repay amounts advanced if it is ultimately determined that such person is not entitled to indemnification under the provisions of Article 9 or otherwise.

Fund VII. As a Maryland corporation, Fund VII is governed by the Maryland GCL. Under the Maryland GCL, a corporation may indemnify any director made a party to any proceeding by reason of his or her service in that capacity, unless it is established that the act or omission of the director (i) was material to the matter giving rise to the proceeding, and (A) was committed in bad faith or (B) the result of active and deliberate dishonesty; or (ii) the director actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful. Under the Maryland GCL, if a proceeding is a derivative proceeding, brought by or in the right of the corporation, then indemnification may not be made in respect of any proceeding in which the director shall have been adjudged to be liable to the corporation. Maryland law incorporates the standards of director duty based upon the Model Business Corporation Act, and recognizes the business judgment rule, which is a presumption that in making a business decision the directors of a corporation act on an informed basis, in good faith, and in the honest belief that the action taken was in the best interest of the company.

Under Fund VII’s Articles of Incorporation, it is provided that, to the maximum extent permitted by Maryland law (but not in violation of any applicable requirement or limitation of the 1940 Act), no director or officer of Fund VII shall be liable to Fund VII or the LLC, its sole shareholder, for money damages, and Fund VII shall indemnify and advance expenses as provided in Fund VII’s bylaws, to all present and past directors, officers, employees and agents of Fund VII.

Under Fund VII’s bylaws, Fund VII’s present and past directors, officers, employees and agents (each a “Fund VII Indemnified Person”) are entitled to indemnification by Fund VII to the full extent provided by applicable provisions of the Maryland GCL (but not in violation of any applicable requirement or limitation of the 1940 Act), summarized above, and advances of expenses shall be made to such persons as permitted by the Maryland GCL. Fund VII’s bylaws also permit the purchase of insurance on behalf of Fund VII Indemnified Person. Coverage under any such insurance may not protect any officer or director against liabilities for willful misfeasance, bad faith, gross negligence, or reckless disregard of duty.

Certain Tax Aspects of the Liquidation Proposal

The following is a summary of certain U.S. federal income tax consequences of the Liquidation Proposal. This summary is based upon the Internal Revenue Code, existing and proposed Treasury Regulations, rulings of the IRS, and judicial decisions which are in effect on date of this proxy statement. No advance rulings have been or will be requested from the IRS regarding any matter discussed in this proxy statement, and there can be no assurance that the IRS will not challenge one or more of the legal conclusions discussed in this summary.

This summary does not discuss all of the U.S. federal income tax matters that may be relevant to Fund VII, the LLC, or its members. This summary also does not consider various tax rules or limitations applicable to persons subject to special rules under the Internal Revenue Code, including, among others, insurance companies, financial institutions, broker-dealers, foreign shareholders, and (except as specifically indicated) tax-exempt entities. Finally,

this summary does not discuss taxation by foreign jurisdictions or state and local taxing authorities. Accordingly, you are urged to consult your own tax advisors to determine the federal, state, local and foreign income and other tax consequences of the Liquidation Proposal in light of own particular tax circumstances.

Tax Consequences of the Liquidation Proposal to Fund VII

Upon Fund VII’s distribution of its assets to the LLC, Fund VII will be treated as if all of its assets had been sold for their fair market value. Thus, Fund VII will have taxable gain or loss equal to the difference between the fair market value of its assets (less liabilities, if any) and the adjusted tax basis of its assets. As a RIC, Fund VII is entitled to a “dividends paid” deduction for dividends paid to the LLC, its sole shareholder, during the taxable year. Distributions made in complete liquidation of a RIC are generally treated as dividends that may be deducted from the RIC’s taxable income. Because Fund VII will be treated for tax purposes as having distributed all of its assets in complete liquidation, Fund VII will have “dividend paid” deductions for the net assets it is deemed to have distributed to the LLC. These deductions should offset the taxable gain, if any, recognized by Fund VII as a result of the deemed sale of Fund VII’s assets.

Tax Consequences of the Liquidation Proposal to the LLC and its Members

Gain or Loss Recognized. The LLC, as the sole shareholder of Fund VII, will recognize gain or loss measured by the difference between its tax basis in Fund Shares and the fair market value of the assets (less liabilities, if any) distributed to the LLC by Fund VII. It is anticipated that the LLC will recognize a loss on the distribution by Fund VII of its assets to the LLC. Based on the Board of Director’s preliminary estimate of the fair market value of its assets as of March 31, 2021, and the LLC’s aggregate adjusted basis of approximately $41.9 million in the Fund Shares, the LLC will recognize an estimated loss of approximately $12.6 million upon completion of the Liquidation.

Any gain or loss recognized by the LLC as a result of the Liquidation will be characterized as a capital gain or loss. The LLC has held its Fund Shares for at least one year, thus any gain or loss on the distribution of the assets of Fund VII will be long-term capital gain or loss.

This is only a preliminary estimate. Two factors could cause the amount that the LLC will be treated as receiving to vary, perhaps significantly, from this preliminary estimate. First, the preliminary estimate reflects values as of March 31, 2021, but the amount of the member’s gain or loss will depend on the value of the assets and liabilities of Fund VII on the date that assets of Fund VII are distributed to the LLC as part of the Liquidation. Second, most assets held by Fund VII are not publicly traded and there are no market quotes available to establish the fair market value of its assets with certainty. The Board of Directors will use the valuation methods it has customarily employed to estimate the value of Fund VII’s assets as of the distribution date. See “Valuation of the Assets to Be Distributed By Fund VII to the LLC” below. The IRS, however, will not be bound by the Board of Director’s valuation and could assert that Fund VII’s assets had a higher value on the distribution date than the value reported to the members of the LLC. As a result, any gain or loss realized by the members could vary significantly from the estimates disclosed in this proxy statement.

The LLC as an entity will not be subject to federal income tax. Each member is required to report separately on its federal income tax return its distributive share (as reported on Schedule K-1 to Form 1065) of income, gain, loss or deduction recognized by the LLC for the taxable year of the LLC ending with or within the taxable year of such member, including any gain or loss in connection with the Liquidation. Each member will be taxed on its distributive share of the LLC’s gains and losses regardless of whether the member has received a distribution of cash or other assets from the LLC. Although Westech, as the managing member of the LLC, intends to make distributions sufficient for the members to pay income taxes attributable to their share of the LLC’s income, there is no ~~trading market~~guarantee that distributions will be sufficient for this purpose. A member’s income tax liability with respect to its allocable share of the LLC’s income in a particular taxable year could exceed the LLC’s distributions of cash or other assets to such member for the ~~Fund’s Shares, this equity amount was used~~year.

The LLC’s Basis and Holding Period for Fund VII Assets. The LLC will take the assets of Fund VII with a tax basis equal to ~~determine~~the fair market value the assets at the time of distribution. The LLC’s holding period for the assets will begin on the effective date of the Liquidation so that any assets that the LLC disposes of during the first year after the Liquidation will not be eligible for long-term capital gain treatment. This will be true even if Fund VII has held the assets for more than a ~~per Share~~year because Fund VII’s ownership will not be considered in determining the LLC’s holding period.

Market Discount. Because the LLC’s initial basis in loans acquired from Fund VII will be the fair market value of ~~$407.47. This per Share value was then used to determine~~ the ~~aggregate dollar range~~loans, the basis of ~~equity securities in the Fund that~~a loan may be ~~deemed to be beneficially owned by~~less than its outstanding principal balance. This may occur, for example, if the ~~director. The director disclaims beneficial ownership~~creditworthiness of the ~~Shares except~~borrower has declined. Any difference between the fair market value of the loan and its outstanding principal balance (if more than a de minimis amount) will be “market discount” that is treated for tax purposes as additional interest. When principal payments are received on a loan with market discount, the accrued market discount must be taken into account as ordinary income. Similarly, if a loan with market discount is sold or disposed of, gain (if any) is treated as ordinary income to the extent of ~~his pecuniary~~the accrued market discount. Thus, to the extent any of Fund VII’s loans have fair market values less than their outstanding principal balance, the LLC will have market discount with respect to the loans and will have to treat some principal repayments as ordinary income.

Bad Debt Deduction. Westech believes that the loans the LLC acquires from Fund VII will be treated as investments and not assets acquired in the course of a trade or business. Accordingly, Westech believes that the loans in the LLC’s loan portfolio will be classified as “nonbusiness debts” under Section 166 of the Internal Revenue Code. As a result, if the LLC becomes entitled to any bad debt deduction on account of worthless loans, such deduction will be a capital loss rather than an ordinary loss to noncorporate members of the LLC.

Members’ Allocable Share of Interest Income. If the Liquidation Proposal is approved, the LLC will directly hold assets, principally loans, that were previously held by Fund VII. Prior to the Liquidation, the members of the LLC included in their respective returns their allocable share of the LLC’s income, which primarily consisted of dividends from Fund VII. After the Liquidation, the LLC will have income from its investments and in the form of interest income from the loans, and the members will be required to include their allocable share of the interest income in their separate returns even if such interest is accrued rather than paid.

Limitations on Deductions. A member’s share of the LLC’s losses and expenses may not be fully deductible for federal income tax purposes because the Internal Revenue Code contains several limitations that may apply to members of the LLC. The following paragraphs discuss several of the limits that may apply to a member’s allocable share of the LLC’s expenses and losses. One or more of these limitations may be applicable to a member depending upon its particular circumstances.

(i)

Trade or business status and limits on miscellaneous itemized deductions. Because the purpose of the LLC is limited to managing and liquidating its investments, Westech believes that the LLC will not be engaged in a trade or business for federal income tax purposes. Therefore, its noncapital expenses will not be deductible as business expenses, but rather will be investment expenses deductible under Section 212 of the Internal Revenue Code. Such expenses are “miscellaneous itemized deductions.” Under current law, miscellaneous itemized deductions are not deductible at all. Finally, miscellaneous itemized deductions are also not allowed for alternative minimum tax purposes.

If, however, the LLC were found to be engaged in a trade or business for federal income tax purposes: (a) its noncapital expenses generally would be deductible as business expenses for purposes of both the regular income tax and the alternative minimum tax; and (b) it generally would not be subject to the complete disallowance of any miscellaneous itemized deduction, but with respect to individuals and certain trusts and closely-held corporations, such trade or business losses may be passive losses which could only offset other passive income which would not include portfolio income such as dividends or gains from stock sales.

(ii)

Other limits on deductions. Other provisions of the Internal Revenue Code limit the deduction of losses and expenses connected with investments. For example, under Section 1211 of the Internal Revenue Code, capital losses are generally deductible only against capital gains. Individual taxpayers may, however, deduct up to an additional $3,000 per year in capital losses against ordinary income and carry forward unused capital losses to subsequent tax years. In addition, as noted above, Westech believes that the loans the LLC acquires from Fund VII will be treated as investments rather than assets acquired in the course of a trade or business, and that the loans in the LLC’s loan portfolio will be classified as “non-business debts” under Section 166 of the Internal Revenue Code. As a result, if the LLC becomes entitled to any bad debt deduction on account of one or more worthless loans, such deduction generally will be a capital loss rather than an ordinary loss with respect to non-corporate members of the LLC. If, however, the LLC were found to be engaged in a trade or business for federal income tax purposes, the LLC’s loans generally would be treated as “business debts” with the result that bad debt deductions on account of one or more worthless loans generally would be ordinary losses rather than capital losses.

This proxy statement does not describe all the limitations on deductions that apply generally to investments under the Internal Revenue Code, and you should consult your own tax advisors with respect to such questions.

Tax-Exempt Members. Certain of the members of the LLC (“Tax-Exempt Members”) are exempt from federal income tax under Section 501(a) of the Internal Revenue Code. Such entities, however, are subject to tax on their unrelated business taxable income (“UBTI”). In this regard, UBTI is generally defined in Section 512(a) to mean income derived from an unrelated trade or business regularly carried on by the exempt organization. Westech believes that the LLC will not be engaged in a trade or business for federal income tax purposes, and that the income and distributions derived by Tax-Exempt Members from their LLC Shares will not be considered UBTI provided the LLC Shares are not debt-financed property. If the LLC were found to be engaged in a trade or business for federal income tax purposes, Westech anticipates that substantially all of its gross income will be of a character that will be excluded from UBTI (e.g., interest and capital gains).

Section 514 of the Internal Revenue Code provides that a percentage of income derived from debt-financed property is considered UBTI. The assets of Fund VII are currently unencumbered by indebtedness, and the LLC does not intend to borrow money or issue any debt for the purpose of acquiring additional investments, and will not incur any debt unless Westech, as the managing member of the LLC, determines, in its reasonable judgment, based upon the advice of counsel, that such financing would not cause its assets to be debt-financed property.

The above discussion of certain tax aspects does not attempt to comment on all tax matters that may affect Fund VII, the LLC, or its members, as a result of the BDC Termination Proposal. You should consult your own tax advisor with respect to the tax consequences to you of the Liquidation Proposal, particularly with respect to the application and effect of tax laws of any state or other jurisdiction in which you are subject to tax and the effect of tax laws other than income tax laws.

To ensure compliance with United States Treasury Department Circular 230, you are hereby notified that any discussion of United States Federal Tax Issues herein is not intended or written to be relied upon, and cannot be relied up, for the purpose of avoiding penalties that may be imposed on holders under the Internal Revenue Code.

Valuation of the Assets to Be Distributed By Fund VII to the LLC

If the Liquidation Proposal is approved, determining the fair market value of the assets to be distributed by Fund VII to the LLC will be necessary in order to determine the gain or loss to be recognized by the LLC and, therefore, the ~~inclusion~~members of the ~~Shares~~LLC upon the Liquidation of Fund VII.

In determining the fair market value of the assets to be distributed to the LLC by Fund VII, Westech will base its determination upon the book value of the assets of Fund VII, net of its liabilities, as of the effective date of the Liquidation, as determined for financial reporting purposes. The policies that Fund VII has historically followed in valuing its assets for financial reporting purposes and that Fund VII will follow in determining the value of the assets of Fund VII for purposes of the Liquidation are summarized below.

Fund VII values its investments in loans at their original purchase price, less amortization of principal, unless, pursuant to procedures established by the Board of Directors, Westech determines that amortized cost does not represent fair value.

Vote Required

Adoption of the Plan of Liquidation of Fund VII requires the approval of the holders of a majority of the outstanding Fund Shares. The Operating Agreement of the LLC grants the members pass-through voting rights, meaning that the LLC may take no action as the sole shareholder of Fund VII without first securing the approval of the members of the LLC to the same extent as if the members of the LLC were shareholders of Fund VII. Accordingly, approval of the Liquidation Proposal requires the prior approval of the holders of a majority of the outstanding LLC Shares. This Proxy Statement, in a form substantially similar to that filed with the SEC, will be delivered to the members of the LLC.

THE BDC TERMINATION PROPOSAL

Recommendation

The Board of Directors, including all of the Independent Directors, of Fund VII unanimously recommends that you vote FOR the BDC Termination Proposal.

What does the BDC Termination Proposal mean for me?

If the BDC Termination Proposal is approved, Fund VII will withdraw its election as a BDC under the 1940 Act and will no longer be subject to regulation as a BDC. The LLC is not registered and will not register as a BDC under the 1940 Act, and therefore will not have a board of directors of which a majority are comprised of independent individuals. The cost savings from not maintaining an independent board of directors and from not preparing and filing reports with the SEC (discussed below) should increase the cash available for distribution to the members of the LLC.

Why are we doing this?

Given Fund VII’s rapidly declining size and limited life cycle, we believe that the benefits realized by the expenditures for independent directors and the filing of SEC periodic reports for Fund VII are outweighed by the costs. Fund VII incurs significant administrative costs in order to comply with the regulations imposed by the 1940 Act and the Exchange Act. Westech devotes considerable time to issues relating to compliance with the 1940 Act and the Exchange Act, and Fund VII incurs a substantial amount of legal and accounting fees with respect to such matters. As the LLC will exist primarily for the purpose of an orderly liquidation of its assets and will not make any new investments (although it may add to existing investments), the protection afforded by BDC regulatory requirements appear to the Board of Directors to be less important to the LLC, the Fund’s sole shareholder, than maximizing distributions from the Fund’s remaining loan and securities portfolio.

Furthermore, as a BDC, Fund VII qualifies for favorable tax treatment as a RIC under the Internal Revenue Code. As Fund VII winds down its business, there is a risk it could fail to qualify for this status. By distributing the remaining assets of Fund VII to the LLC as part of the Liquidation, the income from Fund VII’s assets should continue to be subject to only one level of income taxation, and the maintenance of Fund VII’s BDC status for tax purposes will no longer be necessary. Therefore, in view of the level of Fund VII’s assets, the additional costs of maintaining its status as a BDC and a reporting company under the Exchange Act outweigh any benefits Fund VII may derive from such status.

How will the BDC Termination work?

If the Proposals described herein are approved, immediately after the effectiveness of the Liquidation, Fund VII will file a notice with the SEC withdrawing its election of BDC status under the 1940 Act.

Immediately after the withdrawal of its election as a BDC under the 1940 Act, Fund VII will de-register as a reporting company under the Exchange Act and withdraw its license as a finance lender under the CA Lenders Law. From and after the date of such de-registration, Fund VII will no longer be obligated to file periodic reports under the Exchange Act, and, 90 days after such de-registration, Fund VII will no longer be subject to the proxy rules promulgated by the SEC under the Exchange Act in the ~~above table shall~~conduct of shareholder meetings or the solicitation of shareholder consents (other than certain antifraud rules), and the officers and controlling persons of Fund VII will not be ~~deemed an admission of beneficial ownership of~~subject to the ~~Shares for purposes~~insider reporting and short-swing profit recovery provisions of Section 16 of the Exchange ~~Act, or for any other purpose.~~

~~(2)~~Act. Because of ~~Messrs. Swenson’s~~the limited number of its members, the LLC will not be required to register under the Exchange Act, and ~~Werdegar’s positions with Westech, they are “interested persons”~~therefore will not be subject to any of the ~~Fund.~~

~~(3)Annex A to this Proxy Statement provides additional information about Mr. Swenson’s beneficial ownership of shares~~foregoing reporting or short-swing profit recovery provisions of the ~~Fund as of December 31, 2020.~~

~~During the year ended December 31, 2020: the Fund’s Board of Directors met four times; the Audit Committee met one time;~~Exchange Act. The LLC will, however, provide its members with annual audited financial statements and ~~the Nominating Committee met one time. Each~~quarterly unaudited financial statements, and will provide tax information to its members to enable them to report their share of the ~~incumbent directors attended at least 75%~~income, gain, or loss of the ~~aggregate~~LLC. Westech, as the managing member of the ~~Board meetings~~LLC, could, but does not currently plan to, seek to amend the LLC’s Operating Agreement to eliminate the requirement that it provide members with annual audited financial statements as the LLC further winds down its business. In the unlikely event that the LLC’s Operating Agreement is amended to eliminate the requirement that the LLC provide annual audited financial statements to its members, pursuant to Rule 206(4)-2 under Advisers Act, the LLC will be subject to annual verification and ~~meetings~~examination by its independent auditors and will provide quarterly account statements and quarterly shareholder reports inclusive of financial statements to its members in lieu of audited financial statements. We anticipate additional cost savings from not being required to file periodic reports with the SEC for Fund VII under the Exchange Act.

How will the LLC be different from Fund VII?

Because the LLC is not a BDC, it will not be subject to the 1940 Act and related regulatory requirements applicable to BDCs. The regulatory constraints that apply to the activities of Fund VII as a BDC, but that will not apply to the LLC, include:

restrictions on the types of investments the LLC may make;

restrictions on the LLC’s ability to issue shares at a price below net asset value or to issue senior securities;

restrictions on the LLC’s ability to enter into transactions with affiliates;

the requirement to have a board of directors the majority of which is comprised of independent directors, and requirements that the independent directors review and approve various policies and transactions; and

the requirement that the independent directors annually approve the continuation of an investment management agreement with Westech.

Westech believes that, at this late stage in Fund VII’s life, the benefit to investors of these regulatory protections under the 1940 Act is outweighed by the cost of complying with them. The only business of the ~~committee(s) on which he served held during the last fiscal year and while he served as a director.~~

~~PROPOSAL 2 – TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~The Audit Committee~~LLC will be to effect an orderly liquidation of ~~the Fund, comprised~~its assets. In light of the Independent Directors, recommended the appointment of Deloitte & Touche LLP to serve as the Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2021, and such appointment was unanimously approved bythis business objective, the Board of Directors of Fund VII believes that the Fund. Information concerning the Audit Committee’s recommendation regarding the selection of Deloitte & Touche LLP is set forth in the Audit Committee Report below, and information concerning the fees charged by Deloitte & Touche LLP and its affiliates is set forth under “Other Information” below.

~~Audit Committee Report.~~ ~~The Audit Committee reviewed and discussed with management the Fund~~’s audited financial statements for the year ended December 31, 2020. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301 Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”).

~~The Audit Committee received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements~~regulatory protections of the ~~PCAOB regarding~~1940 Act are no longer necessary.

Fund VII has liquidated a significant portion of its assets and, as of March 31, 2021, had the following assets (unaudited):

Loans, at estimated fair value			$32.5 million
Cash and other assets			$9.4 million
TOTAL ASSETS:			$41.9 million

As a BDC, Fund VII must meet a number of regulatory requirements, many of which entail expense for Fund VII. For example, Fund VII must have a board of directors that includes a majority of independent ~~registered public accounting firm’s communications with the Audit Committee concerning independence,~~directors, whose fees and has discussed with the independent registered public accounting firm the firm’s independence. The Audit Committee considered whether the provision of non-financial audit services was compatible with Deloitte & Touche LLP’~~s independence in performing financial audit services.~~

~~Based on the reviews~~expenses are paid by Fund VII and ~~discussions referred~~amounted to ~~above, the Audit Committee recommended to the Board of Directors that the financial statements referred to above be included in the Fund~~’~~s Annual Report on Form 10-K~~approximately $100,000 accrued for the year ended December 31, 2020, and $25,000 for ~~filing~~the three months ended March 31, 2021. Fund VII is also required to file periodic reports with the Securities and Exchange Commission. The Audit Committee also recommended the selection of Deloitte & Touche LLP to serve as independent registered public accounting firm for the year ending December 31, 2021.

~~Audit Committee:~~ ~~John W. Glynn (Chairman), Robert J. Hutter, Scott C. Taylor.~~

~~OTHER INFORMATION~~

~~Manager. The Fund’s investment adviser is Westech Investment Advisors, LLC. Westech Investment Advisors’ principal business address is 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.~~

~~Independent Registered Public Accounting Firm~~. Effective December 2012, Deloitte & Touche LLP was appointed as the Fund’s independent registered public accounting firm. The Audit Committee has considered the independence of Deloitte & Touche LLP, and has concludedSEC that the provision of non-audit services by Deloitte & Touche LLP and the other member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively referred to as the “Deloitte entities”) is compatible with maintaining auditor independence. Representatives of Deloitte & Touche LLP are not expected to be present at the Meeting.

~~The following is a summary of the aggregate fees billed by Deloitte entities to the Fund.~~

~~Audit Fees. The aggregate fees charged for professional services required for the audit of the Fund’s annual~~include audited financial statements ~~for~~and its quarterly financial statements are subject to limited reviews by its auditors. For the ~~fiscal years~~twelve months ended December 31, 2020, Fund VII incurred approximately $168,000 in audit and ~~2019~~review expenses and an additional $404,000 in other expenses of approximately $572,000 inclusive of legal, banking, and testing fees. If the Proposals are approved, Fund VII will no longer be required to file audited financial statements. The LLC will continue to provide its members with annual audited financial statements, which will include Fund VII assets. Westech, as the managing member of the LLC, could, but does not currently plan to, seek to amend the LLC’s Operating Agreement to eliminate the requirement that the LLC provide annual audited financial statements to its members as it further winds down its business. In the unlikely event that the LLC’s Operating Agreement is amended to eliminate the requirement that the LLC provide annual audited financial statements to its members, pursuant to Rule 206(4)-2 under Advisers Act, the LLC will be subject to annual verification and examination by its independent auditors and will provide quarterly account statements and quarterly shareholder reports inclusive of financial statements to its members in lieu of audited financial statements.

Westech believes that, given Fund VII’s rapidly declining size, to continue to incur these expenses, and to devote management time to meeting Fund VII’s regulatory obligations under the 1940 Act, is unwarranted.

What happens if the BDC Termination Proposal is not approved?

If the BDC Termination Proposal is not approved, Fund VII will not withdraw its election as a BDC under the 1940 Act or de-register as a reporting company under the Exchange Act or withdraw its license as a finance lender under the CA Lenders Law. This means that the LLC, as the sole shareholder, would continue to benefit from the regulatory protections of the 1940 Act (as they apply to BDCs) and the ~~reviews~~Exchange Act. However, it also means that Fund VII would continue to incur all of the ~~interim financial statements included~~compliance costs associated with the regulatory requirements of being a BDC and a reporting company, and Westech would continue to devote a substantial amount of time to compliance,

despite the fact that Fund VII would still be in a wind-down phase and have limited activity. Compliance costs include the ~~Fund’s Form 10-Qs~~expenses associated with filing periodic reports for ~~2020 and 2019 were $168,000 (2020) and $180,000 (2019).~~

~~Audit-Related Fees. The Deloitte entities did not provide, and did not charge any fees for, any other audit-related services for~~Fund VII with the ~~fiscal years ended December 31, 2020 and 2019.~~

~~Tax Fees~~.~~The aggregate fees charged for tax advisory and preparation services for the fiscal years ended December 31, 2020 and 2019 were $34,700 (2020) and $34,800 (2019).~~

~~All Other Fees. The Deloitte entities did not provide any other services for the fiscal years ended December 31, 2020 and 2019.~~

As set forth in the Audit Committee Charter, all auditing services and permitted non-audit services to be performed for the Fund by the independent registered public accounting firm are pre-approved by the Audit Committee in accordanceSEC, complying with the requirements of the Sarbanes-Oxley Act, preparing audited financial statements, having independent directors on the Board of ~~2002.~~ Directors, and the related legal and accounting fees.

Approval of the BDC Termination Proposal will result in Fund VII no longer qualifying as a RIC under the Internal Revenue Code. However, even if the BDC Termination Proposal is not approved, there is a likelihood that, in the near term, Fund VII will fail to meet the diversification requirements for RIC status, at which point in time it will be taxed as an “ordinary” C corporation, and be subject to corporate level U.S. federal income tax on its net investment income and realized capital gains. Fund VII currently meets, and we anticipate that throughout the wind-down phase it will continue to meet, the diversification requirements applicable to RICs under the Internal Revenue Code. See “Certain Tax Aspects of the BDC Termination Proposal.”

Certain Tax Aspects of the BDC Termination Proposal

The ~~Audit Committee followed~~following is a brief summary of certain U.S. federal income tax consequences of the BDC Termination Proposal and is based upon the Internal Revenue Code, existing and proposed Treasury Regulations, rulings of the IRS, and judicial decisions which are in effect on date of this proxy statement. This summary does not discuss all of the U.S. federal income tax matters that may be relevant to Fund VII, the LLC, or its members. Nor does it consider various tax provisions which may be applicable to persons subject to special rules under the Internal Revenue Code, including, among others, insurance companies, financial institutions, broker-dealers, foreign members, and (except as specifically indicated) tax-exempt entities. Finally, this summary does not discuss taxation by foreign jurisdictions or state and local taxing authorities. Accordingly, you are urged to consult your own tax advisors to determine the federal, state, local and foreign income and other tax consequences of the BDC Termination Proposal in light of your own particular tax circumstances.

Tax Consequences to the LLC

The LLC as an entity is not subject to U.S. federal income tax. Each member of the LLC is required to report separately on its federal income tax return its distributive share (as reported on Schedule K-1 to Form 1065) of income, gain, loss or deduction recognized by the LLC for the taxable year of the LLC ending with or within the taxable year of such ~~procedures~~member. Each member will be taxed on such distributive share regardless of whether the member has received a distribution of cash or other assets from the LLC. The withdrawal of Fund VII’s election to be treated as a BDC should have no effect on such treatment of the LLC.

As a RIC, Fund VII generally has been relieved of U.S. federal income tax on that part of its net investment income and realized capital gains which it distributed to the LLC. In other words, as a RIC, Fund VII has not been subject to corporate level U.S. federal income tax on its net investment income and realized capital gains since its distributions to the LLC were equal to or greater than such income or gain. If the BDC Termination Proposal is approved and Fund VII withdraws its election to be treated as a BDC prior to the liquidation of Fund VII, it will no longer qualify to be treated as a RIC under the Internal Revenue Code. Therefore, Fund VII would be subject to corporate level U.S. federal income tax on its net investment income and realized capital gains, whether or not it distributes such amounts to the LLC. It should be noted, that even if the BDC Termination Proposal is not approved, there is a risk that, as Fund VII continues its wind-down phase, it will fail to meet the diversification requirements to qualify as a RIC under the Internal Revenue Code. In any event, Fund VII anticipates that it will have sufficient losses to offset most of any income or gains it may realize, although no assurances in this regard can be given. Fund VII currently meets, and we anticipate that throughout the wind-down phase it will continue to meet, the diversification requirements applicable to RICs under the Internal Revenue Code.

Tax Consequences to Tax-Exempt Members of the LLC

Any members of the LLC which are qualified plans, Individual Retirement Accounts, or other investors exempt from taxation under Section 501(c)(3) of the Internal Revenue Code (collectively, “Tax-Exempt Entities”) are generally exempt from taxation except to the extent that they have unrelated business taxable income (“UBTI”) (determined in accordance with Sections 511-514 of the Internal Revenue Code). Under Section 512(b) of the Internal Revenue Code, UBTI does not include dividends received by a Tax-Exempt Entity. If a Tax-Exempt Entity, however, borrows money to purchase its interests in the LLC, a portion of its income from the LLC will constitute UBTI pursuant to the “debt-financed property” rules of the Internal Revenue Code. Further, certain income that is

generated by an activity that is a “trade or business” and is received by a Tax-Exempt Entity may be characterized as UBTI. The withdrawal of Fund VII’s election to be treated as a BDC should have no effect on this treatment of Tax-Exempt Entities.

Social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal service organizations that are exempt from taxation under Sections 501(c)(7), (9), (17) and (20), respectively, of the Internal Revenue Code, are subject to different UBTI rules, which generally will require them to characterize as UBTI their allocable share of income from the LLC. Dividend distributions by the LLC allocable to a charitable organization that is a private foundation should constitute investment income for purposes of the excise tax on net investment income of private foundations imposed by Section 4940 of the Internal Revenue Code.

The above discussion of certain tax aspects does not attempt to comment on all tax matters that may affect Fund VII, the LLC, or its members, as a result of the BDC Termination Proposal. You should consult your own tax advisor with respect to the tax consequences to you of the BDC Termination Proposal, particularly with respect to the application and effect of tax laws of any state or other jurisdiction in which you are subject to tax and the effect of tax laws other than income tax laws.

Vote Required

Adoption of the BDC Termination Proposal requires the approval of the ~~fees~~holders of a majority of the outstanding Fund Shares. The Operating Agreement of the LLC grants the members pass-through voting rights, meaning that the LLC may take no action as the sole shareholder of Fund VII without first securing the approval of the members of the LLC to the same extent as if the members of the LLC were shareholders of Fund VII. Accordingly, approval of the BDC Termination Proposal requires the prior approval of the holders of a majority-in-interest of the outstanding LLC Shares. This Proxy Statement, in a form substantially similar to that filed with the SEC, will be delivered to the members of the LLC.

EFFECT OF THE PROPOSALS ON THE MANAGEMENT OF

FUND VII’S LOAN AND SECURITIES PORTFOLIO

Westech currently acts as the investment adviser to Fund VII, and as the managing member of the LLC, providing portfolio management and administrative services. If the Proposals described ~~above. All audit~~herein are adopted, then the existing Management Agreement between Fund VII and Westech would be terminated. In such event, Westech would continue to provide the same portfolio management and administrative services with respect to the assets distributed by Fund VII to the LLC that they now provide. The compensation payable by the LLC to Westech for such services will be the same as the aggregate compensation payable by Fund VII and the LLC to Westech were Fund VII to remain in business until the final liquidation of its loan and securities portfolio.

The Existing Management Agreement

The existing Management Agreement between Fund VII and Westech is dated as of December 18, 2012, and was approved by the LLC, as Fund VII’s sole shareholder, on December 7, 2012. It was last renewed by the Board of Directors of Fund VII on December 4, 2020 (including by all of the Independent Directors) for a 12-month term. If the Proposals described herein are approved, then the existing Management Agreement will terminate, effective upon Fund VII’s dissolution.

Under the existing Management Agreement, Westech serves as the investment adviser to Fund VII. Subject to the supervision of Fund VII’s Board of Directors, Westech provides investment advice, portfolio management, and servicing of the loans and investments held in Fund VII’s portfolio, and administers Fund VII’s day-to-day affairs. The services rendered by Westech to Fund VII are not required to be exclusive; the existing Management Agreement does not limit or restrict Westech or its directors, officers, or employees from engaging in other businesses, whether of a similar or dissimilar nature to the business of Fund VII.

Under the existing Management Agreement, Fund VII is responsible for paying all expenses incurred by Fund VII in the conduct of its business, and for reimbursing Westech for any expenses incurred by them in the conduct of Fund VII’s business. Westech however, is responsible for bearing certain internal expenses, including the costs of office space, equipment, and related overhead incurred in the conduct of Fund VII’s business, and the cost of providing Fund VII with such corporate, administrative, and clerical personnel (including officers and directors of Fund VII who are interested persons of Westech and are acting in their respective capacities as officers and directors) as the Board of Directors of Fund VII reasonably deems necessary or advisable to perform the services required to be performed by ~~full-time, permanent employees~~Westech to Fund VII under the existing Management Agreement.

Under the existing Management Agreement, as long as consolidated assets are in excess of ~~Deloitte.~~

~~Executive Officers~~$25 million, Fund VII and the LLC pay Westech a combined fee of the greater of 2.5% of “total assets” and 1.5% of capital committed to the LLC. If consolidated assets are less than $25 million, the combined management fee will be 2.5% of “total assets.” Because the LLC is the sole shareholder of Fund. VII, in order to not double count assets, “total assets” means the total consolidated assets of Fund VII and the LLC less the LLC’s investment in Fund VII. Additionally, once the hurdle rate of 8% has been reached, Westech is entitled to receive all of the profits until cumulative profits are allocated 80% to members in accordance with their ownership percentages and 20% to the Firm. Beyond such incentive amounts, the LLC pays to Westech, as incentive compensation, 20% of profits in excess of the Preferred Return.

For the year ended December 31, 2020, and for the three months ended March 31, 2021, Fund VII accrued and paid the following compensation to Westech for services rendered by it to Fund VII:

	Year Ended December 31, 2020
	Accrued	Paid
Management Fee	$1.4 million	$1.4 million

	Three Months Ended March 31, 2021
	Accrued	Paid
Management Fee	$0.3 million	$0.3 million

Accrued fees represent those fees determined under the accrual method of accounting under generally accepted accounting principles; the “paid” fees represent the fees actually paid by Fund VII to Westech for the periods indicated; they are larger than the accrued fees because they represent the payment of fees accrued in prior periods where asset values were higher.

Fund VII has not directed and does not direct commissions to any affiliated broker, and Westech does not have any relationship with, or derive any benefits from, any broker affiliated with Fund VII, Westech, or their affiliates.

Under the existing Management Agreement, Westech is not liable for any error of judgment or mistake of law or for any loss suffered by Fund VII in connection with the performance by Westech of its services under the existing Management Agreement, except for losses resulting from its willful misfeasance, bad faith, or gross negligence, or from reckless disregard by Westech of its obligations and duties under the existing Management Agreement.

The ~~following are~~names and principal occupations of the principal executive officers and directors of ~~the Fund other than Messrs. Swenson and Werdegar.~~Westech, as of March 31, 2021, are set forth below. The address of each officer is c/o Westech Investment Advisors, LLC, 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.

~~Name and Position With Fund~~

Ronald W. Swenson

~~Age as~~

Chairman of ~~December~~
~~31, 2020~~the Board

~~Principal Occupation and Business History~~

Director, Chairman of the Board

Salvador O. Gutierrez

Vice Chairman of the Board

None

Maurice C. Werdegar

President and Chief Executive Officer

Director and Chief Executive Officer

Judy N. Bornstein

Chief Financial Officer, Chief Compliance Officer and Secretary

Vice President, Chief Financial Officer, Chief Compliance Officer, Secretary and Treasurer

Vice President, Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary of the Fund, and Administrative Partner for Westech Investment Advisors since 2019. From 2017 to 2019, she served as the Chief Financial Officer of Generate Capital. Prior to joining Generate Capital, she spent 11 years as Managing Director, CFO, and Chief Compliance Officer of American Infrastructure Funds.

Jay L. Cohan

Vice President and Assistant Secretary

Vice President and Assistant Secretary ~~of Westech Investment Advisors; various other positions with Westech Investment Advisors since 1999.~~

David R. Wanek ~~President~~

Vice President ~~of Westech Investment Advisors; various other positions with Westech Investment Advisors since 2001.~~

President

Rodolfo Ruano

Vice President

~~Vice President of Westech Investment Advisors; various other positions with Westech Investment Advisors since 2011.~~

None

~~Compensation of Executive Officers. Executive officers~~Messrs. Swenson and Gutierrez each own 50% of the outstanding voting securities of Westech Investment Management, Inc., which controls Westech, and are thus control owners of Westech.

Westech provides services comparable to those provided to Fund ~~do not receive any compensation for their services~~VII to two other investment companies registered under the ~~Fund.~~1940 Act: Venture Lending & Leasing VIII, Inc. (“Fund VIII”) and Venture Lending & Leasing IX, Inc. (“Fund IX”), each also a non-diversified, closed-end management investment company electing status as a BDC under the 1940 Act.

~~Annual Reports. The~~Currently, and as long as consolidated assets are in excess of $25 million, Fund ~~will furnish to~~VIII and its sole shareholder, ~~without charge, additional copies of its Annual Report, and subsequent quarterly reports, upon request to the Fund at 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.~~

~~Submission of Shareholder Proposals. Shareholders wishing to submit proposals for inclusion in~~Venture Lending & Leasing VIII, LLC (“VLL8 LLC”), pay Westech a ~~proxy statement for a subsequent shareholders’ meeting should send their written proposals to the Secretary~~combined fee of the greater of 2.5% of “total assets” and 1.5% of capital committed to VLL8 LLC. If assets are less than $25 million, the combined management fee will be 2.5% of “total assets.” Because VLL8 LLC is the sole shareholder of Fund ~~at 104 La Mesa Drive, Suite 102, Portola Valley, California 94028. To be included~~VIII, in order to not double count assets, “total assets” means the ~~proxy for~~total consolidated assets of Fund VIII and VLL8 LLC less VLL8 LLC’s investment in Fund VIII. Additionally, once the ~~next Annual Meeting~~hurdle rate of ~~Shareholders, proposals should be received prior~~8% has been reached, Westech is entitled to ~~January 31, 2022.~~

~~Other Matters~~receive all of the profits until cumulative profits are allocated 80% to ~~Come Before the Meeting~~. The Fund does not intend to present any other business at the Meeting, nor is it aware of any shareholder that intends to do so. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying proxy will vote thereonmembers in accordance with their ~~judgment.~~ownership percentages and 20% to Westech. Beyond such incentive compensation, VLL8 LLC pays to Westech, as incentive compensation, 20% of profits in excess of a preferred return of 8% on unreturned capital. While these incentive amounts are not an expense of the Fund, they could be deemed compensation received by the Firm.

Currently, and as long as consolidated assets are in excess of $25 million, Fund IX and its sole shareholder, Venture Lending & Leasing IX, LLC (“VLL9 LLC”), pay Westech a combined fee, calculated as a percentage of committed equity capital, as follows:

	Total Management Fee	Fund Portion of Management Fee
Year 1:	1.750%	1.575%
Year 2:	2.000%	1.600%
Year 3:	2.250%	1.575%
Year 4:	2.500%	1.500%
Year 5:	2.500%	1.250%
Year 6:	2.250%	0.900%
Year 7:	2.000%	0.600%
Year 8:	1.750%	0.350%
Year 9:	1.500%	0.150%
Year 10:	1.500%	0.000%

TABLE OF CONTENTS

At March 31, 2021, Fund VII had total assets of approximately $41.9 million (on an unaudited basis), Fund VIII had total assets of approximately $247.8 million (on an unaudited basis) and Fund IX had total assets of approximately $369.1 million (on an unaudited basis). Since entering into the management agreements with Fund VII, Fund VIII and Fund IX, in, respectively 2012, 2016 and 2017, Westech has not waived, reduced, or otherwise agreed to reduce their compensation under such management agreement.

Westech provided services comparable to those provided to Fund VII to prior registered investment companies electing BDC status that have now liquidated and/or withdraw their BDC elections and withdrawn as reporting companies under the Exchange Act: Venture Lending & Leasing, Inc. (“Fund I”); Venture Lending & Leasing II, Inc. (“Fund II”); Venture Lending & Leasing III, Inc. (“Fund III”); Venture Lending & Leasing IV, Inc. (“Fund IV”); Venture Lending & Leasing V, Inc. (“Fund V”); and Venture Lending & Leasing VI, Inc. (“Fund VI”). The compensation payable by these six funds was similar to that payable by Fund VII and the LLC to Westech. Pursuant to reorganizations approved by their shareholders in September 2002 and August 2003 respectively, each of Fund I and Fund II was succeeded by a limited liability company organized to hold and supervise the winding up of their investment portfolios. Pursuant to actions approved by its sole shareholder, Venture Lending & Leasing III, LLC (“VLL3 LLC”), in November 2005, Fund III was liquidated and dissolved into VLL3 LLC. Pursuant to actions approved by its sole shareholder, Venture Lending & Leasing IV, in October 2011, Fund IV withdrew its election as a BDC and reporting company under the Exchange Act. Pursuant to actions approved by its sole shareholder, Venture Lending & Leasing V, LLC, in August 2014, Fund V withdrew its election as a BDC and reporting company under the Exchange Act. And pursuant to actions approved by its sole shareholder, Venture Lending & Leasing VI, LLC, in September 2017 Fund VI withdrew its election as a BDC and reporting company under the Exchange Act. As of their liquidations, Fund I had total assets of approximately $2.3 million, Fund II had total assets of approximately $28.6 million, Fund III had total assets of approximately $52.9 million, Fund IV had total assets of approximately $2.9 million, Fund V had total assets of approximately $22.1 million, and Fund VI had total assets of approximately $17.5 million. During the period of time that Westech performed services for Fund I, Fund II, Fund III, Fund IV, Fund V and Fund VI, it did not waive, reduce, or otherwise agree to reduce its compensation under the management agreements with the funds.

Westech’s Duties and Compensation as Managing Member of LLC

Under the Operating Agreement, Westech serves as the managing member of the LLC. As such, Westech supervises the management and administration of the LLC’s investments and provides administrative services to the LLC. As discussed above, as long as consolidated assets are in excess of $25 million, Fund VII and the LLC pay Westech a combined fee of the greater of 2.5% of “total assets” and 1.5% of capital committed to the LLC. If assets are less than $25 million, the combined management fee will be 2.5% of consolidated assets. Because the LLC is the sole shareholder of Fund VII, in order to not double count assets, “total assets” means the total consolidated assets of Fund VII and the LLC less the LLC’s investment in Fund VII. Additionally, once the hurdle rate of 8% has been reached, Westech is entitled to receive all of the profits until cumulative profits are allocated 80% to members in accordance with their ownership percentages and 20% to the Firm. Beyond such incentive amounts, the LLC pays to Westech, as incentive compensation, 20% of profits in excess of the Preferred Return.

In addition to its management fee, Westech is entitled to a “Carried Interest” from the LLC, equal to 20% of the distributions attributable to the profits of the LLC and made by the LLC to its members from and after such time when the members have received from distributions made by the LLC an amount equal to the Preferred Return. Should the members of the LLC receive their Preferred Return, in full, then Westech would be entitled to its 20% Carried Interest from the LLC from distributions attribute to the profits of the LLC and made by the LLC thereafter.

Fund VII ceased making new loan commitments and investments as of June 2017, and made its last funding under existing loan agreements on June 29, 2018. Fund VII is now distributing to the LLC, its sole shareholder, all revenues, including revenues from principal repayments of loans, net of expenses and principal repayments of Fund VII’s borrowings. The Plan of Liquidation provides that, upon approval of the Proposals, Fund VII will distribute all of its cash to the LLC and the LLC will be appointed Fund VII’s disbursement agent to pay, from the cash distributed by Fund VII to the LLC, any Fund VII expenses not paid as of the distribution date. The LLC is only liable to pay such remaining expenses of Fund VII or to satisfy any liabilities, known or unknown, to the extent of the cash distributed by Fund VII to the LLC under the Plan of Liquidation. Fund VII will not maintain a reserve of

TABLE OF CONTENTS

cash, in trust or otherwise, to cover any expenses or liabilities that may arise following implementation of the Proposals. The Fund repaid its last indebtedness, in full, on July 8, 2020. It is estimated that less than $0.3 million in expenses of the Fund (in the form of professional fees, directors fees and management fees) will be transferred to the LLC.

Under its Operating Agreement, the LLC’s term of existence continues until December 31, 2024, subject to up to three one-year extensions, or such earlier time as it has liquidated its investments, paid its expenses, and distributed the net proceeds to its members. The term of the LLC’s existence may be extended, on an annual basis, for up to three additional one-year periods, upon the decision of Westech, as managing member, with the consent of the Advisory Board.

The allocation of expenses under the LLC’s Operating Agreement is similar to the allocation of expenses under the existing Management Agreement between Westech and Fund VII: the LLC is responsible for paying all expenses incurred by Westech in the conduct of the LLC’s business, and to reimburse Westech for any expenses incurred by it in the conduct of the LLC’s business. Westech, however, is responsible for bearing certain internal expenses, including the cost of office space, equipment, and related overhead incurred in the conduct of the LLC’s business, and the cost of providing the LLC with such corporate, administrative, and clerical personnel as Westech reasonably deems necessary or advisable to perform the services required to be performed by it under the Operating Agreement.

The existing Management Agreement between Westech and Fund VII is subject to annual renewal by a vote of the Board of Directors of Fund VII, including by vote of a majority of the ~~Fund~~independent members of the Board. Westech’s tenure as managing member of the LLC, on the other hand, continues until dissolution of the LLC; provided, however, that Westech may be removed by vote of the members of the LLC holding two-thirds or more of the outstanding LLC Shares, but only for “cause,” with cause defined to mean either (i) the conviction of a felony, or (ii) willful gross misconduct or willful gross neglect of its duties, which, in either case, has resulted in material economic harm to the LLC unless Westech, as the managing member, in good faith, believed that its actions were in the best interest of the LLC. Westech may resign as managing member at any time upon 60 days written notice to the LLC. Upon Westech’s removal or resignation, a successor-in-interest may be appointed as managing member by the affirmative vote of a majority-in-interest of the members of the LLC.

Westech is also entitled to a “Post-Termination Interest” if its tenure as managing member is terminated, for any reason, whether by the LLC or by Westech, prior to the final distribution and liquidation of all of the LLC’s assets to its members. The “Post-Termination Interest” is determined by a formula, which is designed to provide Westech with a termination interest in the LLC equivalent to the “Carried Interest” it would otherwise earn from the assets of the LLC existing as of the date of Westech’s termination as managing member. Westech’s Post-Termination Interest shall be deemed an ownership interest in the LLC, entitling Westech to share in future distributions made by the LLC to the extent thereof, in addition to the extent of the LLC Shares then owned by Westech.

~~/s/~~ ~~Maurice C. Werdegar~~

~~MAURICE C. WERDEGAR~~

~~Director, Chief Executive Officer~~

~~April 2, 2021~~

Any amendment to the LLC’s Operating Agreement requires consent of the managing member, Westech, and a majority-in-interest of the members of the LLC. Amendments are prohibited, without the consent of the affected member, that would increase the member’s obligation to make capital contributions to the LLC, impose upon that member liability for any debt or obligation of the LLC, or otherwise have a material adverse effect upon the member. As the managing member, Westech is granted the power to amend the Operating Agreement, without the consent of any member, to make ministerial changes to the Operating Agreement, to cure ambiguities or inconsistencies therein, to make changes required by changes in applicable Delaware law, or to prevent the company from being deemed an “investment company” subject to the provisions of the 1940 Act.

~~ANNEX A~~

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN

~~Beneficial Ownership of Fund Shares~~BENEFICIAL OWNERS AND MANAGEMENT

As of ~~April 2,~~March 31, 2021, there were 100,000 ~~shares~~Shares of ~~Common Stock~~common stock of Fund VII, ~~(the "Shares"),~~ $0.001 par value, issued and outstanding, all owned by Fund VII’s sole shareholder, the LLC.

Under the LLC’s Operating Agreement, the LLC may take no action as the sole shareholder of Fund VII without first soliciting and/or taking instructions from the members of the LLC, ~~members,~~ to the same extent as if the members of the LLC were shareholders of Fund VII, with ownership interests therein identical to their respective ownership of LLC ~~Shares in the LLC.~~Shares. Accordingly, for purposes of the ~~tables~~table below, the respective ownership of LLC Shares by the members of the LLC is addressed as if such members owned an identical pro rata interest in the outstanding ~~shares~~Fund Shares.

The table below identifies the beneficial ownership of Fund ~~VII.~~

~~Beneficial Owners of More Than 5% of~~VII’s Fund ~~VII~~ Shares, as of the Record Date,*


~~Name and Address of Shareholder~~**			~~Number and Percentage of Shares Beneficially Owned~~
~~Venture Lending & Leasing VII, LLC~~			~~100,000; 100%~~
~~Westech Investment Advisors LLC***~~			~~100,000; 100%~~
~~Westech Investment Management, Inc.~~ ~~***~~			~~100,000; 100%~~
~~Salvador O. Gutierrez***~~			~~100,000; 100%~~
~~Ronald W. Swenson***~~			~~100,000; 100%~~
~~Venture Lending & Leasing VII, LLC - MEZZ held by Cedarwood Ventures Pte. Ltd.~~			~~6,666; 6.67%~~
~~The Board of Trustees of the Leland Stanford Junior University~~			~~6,666; 6.67%~~
~~The Leona M. and Harry B. Helmsley Charitable Trust~~			~~5,333; 5.33%~~
~~Gordon E. and Betty Moore Foundation~~			~~6,666; 6.67%~~
~~University of Notre Dame du Lac~~			~~5,333; 5.33%~~
~~Master Trust Agreement Between Pfizer Inc. and The Northern Trust Company~~			~~6,666; 6.67%~~
~~Siguler Guff Advisers, LLC****~~			~~20,000; 20.00%~~

* ~~Each is an indirect beneficial owner of~~ by each person who we know beneficially owns more than 5% of the outstanding LLC Shares,^* by ~~virtue of owning more than a 5% membership interest in the LLC.~~

** ~~The address of~~ each ~~of the shareholders listed in this Annex is c/o Westech Investment Advisors LLC, 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.~~

~~***~~ ~~Westech Investment Advisors may be deemed to be a beneficial owner of the 100,000 shares~~executive officer and director of Fund VII, ~~owned~~and by ~~the LLC by virtue of its position as the managing member~~

of the LLC. Mr. Gutierrez, Mr. Swenson and Westech Investment Management, Inc. (“WIM”) may each be deemed to be an indirect beneficial owner of the 100,000 shares of Fund VII owned by the LLC by virtue of his or its relationship to Westech, the managing member of the LLC. WIM is the controlling member of Westech, and each of Mr. Gutierrez and Mr. Swenson is a 50% shareholder and a directorall directors and executive ~~officer of WIM.~~

~~****~~ Siguler Guff Advisers, LLC may be deemed to be an indirect beneficial owner of 20.00% of the shares by virtue of the fact that it may be deemed to beneficially own 20.00% of the membership interests in the LLC (18.93% of which are owned directly Siguler Guff Advisers, LLC and 1.07% owned directly byofficers as a ~~control person of Siguler Guff Advisers, George Siguler).~~group:

Name and Address of Certain Beneficial Owners and Management^**	Number of Fund Shares Beneficially Owned	Percentage of Fund Shares Outstanding
Venture Lending & Leasing VII, LLC	100,000	100%
Westech Investment Advisors, LLC^***	100,000	100%
Westech Investment Management, Inc.^***	100,000	100%
Salvador O. Gutierrez^***	100,000	100%
Ronald W. Swenson^***	100,000	100%
Venture Lending & Leasing VII, LLC - MEZZ held by Cedarwood Ventures Pte. Ltd.	6,666	6.67%
The Board of Trustees of the Leland Stanford Junior University⁶	6,666	6.67%
The Leona M. and Harry B. Helmsley Charitable Trust	5,333	5.33%
Gordon E. and Betty I. Moore Foundation	6,666	6.67%
University of Notre Dame du Lac	5,333	5.33%
Master Trust Agreement Between Pfizer Inc. and The Northern Trust Company	6,666	6.67%
Siguler Guff Advisers, LLC^****	20,000	20.00%
All directors and executive officers as a group^*****	100,000	100%

~~Beneficial Ownership of Fund VII Shares by Fund Directors and Executive Officers as of the Record Date~~*

*	Each is an indirect beneficial owner of more than 5% of Fund Shares by virtue of owning more than a 5% membership interest in the LLC.

The address of each of the shareholders listed in this Annex is c/o Westech Investment Advisors LLC, 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.

~~Name and Address of Shareholder~~**	~~Number and Percentage of Shares Beneficially Owned~~
~~Ronald W. Swenson~~***			~~100,000; 100%~~Westech Investment Advisors may be deemed to be a beneficial owner of the 100,000 shares of Fund VII owned by the LLC by virtue of its position as the managing member of the LLC. Mr. Gutierrez, Mr. Swenson and Westech Investment Management, Inc. (“WIM”) may each be deemed to be an indirect beneficial owner of the 100,000 shares of Fund VII owned by the LLC by virtue of his or its relationship to Westech, the managing member of the LLC. WIM is the controlling member of Westech, and each of Mr. Gutierrez and Mr. Swenson is a 50% shareholder and a director and executive officer of WIM.

~~All~~****

Siguler Guff Advisers, LLC may be deemed to be an indirect beneficial owner of 20.00% of the shares by virtue of the fact that it may be deemed to beneficially own 20.00% of the membership interests in the LLC (18.93% of which are owned directly Siguler Guff Advisers, LLC and 1.07% owned directly by a control person of Siguler Guff Advisers, George Siguler).

*****

Other than as set forth above with regard to Mr. Swenson, each is an indirect beneficial owner of shares by virtue of owning a membership interest in the LLC. If the 100,000 shares that are owned by the LLC and may be deemed to be beneficially owned by Mr. Swenson are disregarded, the directors and executive officers, as a group, ~~(8 persons)****~~

~~100,000; 100%~~beneficially own 866.7 or 0.8667% of the outstanding shares.

*Other than Mr. Swenson, no director or executive officer of Fund VII may be deemed to beneficially own in excess of 1% of the LLC Shares outstanding.

** ~~Each~~

TABLE OF CONTENTS

SUBMISSION OF SHAREHOLDER PROPOSALS

If the Proposals described herein are approved at the meeting, then annual meetings of members will no longer be held, and the LLC will not be subject to the rules of the ~~shareholders listed~~SEC governing the conduct of shareholder meetings or the solicitation of shareholder consents (other than certain antifraud rules), including the SEC’s Rule 14a-8 governing shareholder proposals.

If the Proposals described herein are not approved at the meeting, then an LLC member wishing to submit proposals or director nominees for inclusion in ~~this Annex may be contacted c/o Westech Investment Advisors LLC,~~a proxy statement for Fund VII’s 2022 annual shareholder meeting should send its written proposals to the Secretary of Fund VII at 104 La Mesa Drive, Suite 102, Portola Valley, California 94028. To be included in the proxy statement for the 2022 annual shareholder meeting, proposals should be received prior to January 31, 2022.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

~~***~~ ~~Mr. Swenson may~~This proxy statement incorporates documents by reference which are not presented in or delivered with it. This means that we can disclose certain information by referring to certain documents. These documents (other than the exhibits to such documents, unless specifically incorporated by reference) are available, without charge, upon written or oral request, directed to the Secretary of Westech, identified below.

The following documents, which have been filed by Fund VII with the SEC pursuant to the Exchange Act (File No. 814-00731) are incorporated in this proxy statement by reference and shall be deemed to be ~~an indirect beneficial owner of the 100,000 shares of Fund VII owned~~a part hereof:

(a)	Annual Report on Form 10-K for the year ended December 31, 2020;

(b)	Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021;

(c)	Current Report on Form 8-K filed on May 26, 2021;

(d)	Fund VII’s Registration Statement on Form 10, filed with the SEC on September 19, 2012, registering the Fund common stock, $0.001 par value, pursuant to Section 12(g) of the Exchange Act; and

(e)	All documents filed by Fund VII with SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this proxy statement and prior to the date of the special shareholder meeting.

Any statement contained in a document incorporated or deemed to be incorporated by the LLC by virtue of his relationship to Westech Investment Advisors, the managing member of the LLC. Mr. Swenson is a 50% shareholder and a director and executive officer of WIM the controlling member of Westech.

~~****~~ Other than as set forth above with regard to Mr. Swenson, each is an indirect beneficial owner of shares by virtue of owning a membership interest in the LLC. If the 100,000 shares that are owned by the LLC and mayreference herein shall be deemed to be ~~beneficially owned~~modified or superseded for purposes of this proxy statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is to be deemed to be incorporated by ~~Mr. Swenson are disregarded,~~reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this proxy statement.

You may read and copy any Fund VII materials filed with the ~~directors and executive officers, as a group, beneficially own 826.7 or 0.8267%~~SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the ~~outstanding shares.~~Public Reference Room by calling the SEC at (800) SEC-0330. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Fund VII, at www.sec.gov.

FURTHER INFORMATION

Questions concerning this proxy statement should be directed to Judy Bornstein, Chief Financial Officer and Secretary of Westech, at (650) 234-4306, or by email to judy@westerntech.com.

~~ANNEX B~~

~~CHARTER FOR THE AUDIT COMMITTEE~~

~~VENTURE LENDING & LEASING~~Fund VII ~~INC.~~

~~This Charter sets forth~~does not intend to present any other business at the ~~purpose, authority, and responsibilities~~meeting, nor is it aware of any LLC member that intends to do so. If, however, any other matter is properly brought before the ~~Audit Committee of~~meeting, the ~~Board of Directors of Venture Lending & Leasing VII, Inc. (the “Fund”). The Charter~~persons named in the accompanying proxy will ~~be reviewed and approved annually by the Board of Directors of the Fund.~~

~~Purpose~~

The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibility by monitoring and overseeing: (i) the integrity of the Fund’s accounting and financial reporting process; (ii) the qualifications, independence and performance of the Fund’s independent registered public accounting firm(s) (the “independent public accountant”); and (iii) the adequacy of the Fund’s overall system of internal controls regarding finance, accounting, legal and regulatory compliance. Additionally, the Audit Committee shall undertake such other duties and responsibilities as may from time to time be delegated by the Board of Directors to the Audit Committee.

~~Authority~~

The Audit Committee has been duly established by the Board of Directors of the Fund, and shall be provided with appropriate resources and authority to discharge its responsibilities effectively, including, but not limited to, the authority to (i) retain outside counsel or other consultants as the Audit Committee determines necessary to carry out its duties and (ii) create subcommittees with such powers as the Audit Committee shall from time to time confer. Members of the Audit Committee are not full-time employees of the Fund or Management (as defined below) and are not, and do not represent themselves to be, accountants or auditors by profession. It is not the duty or the responsibility of the Audit Committee to conduct any type of auditing or accounting reviews or procedures to determine whether the Fund’s financial statements are complete and accurate and arevote thereon in accordance with general accepted accounting principles, or to set auditor independence standards. The Audit Committee shall be entitled to rely on: (i) the integrity of those persons within and outside the Fund and Management from which it receives information; (ii) the accuracy of the financial and other information provided to the Audit Committee absent actual knowledge to the contrary (which shall be promptly reported to the Board of Directors); and (iii) statements made by the officers and employees of the Fund, its investment adviser or other third parties as to any information technology, internal audit and other non-audit services provided by the independent public accountant to the Fund.

~~Composition and Term of Members of the Audit Committee; Audit Sub-Committee~~

The Audit Committee shall be composed of not less than two members of the Board of Directors who are not “interested persons” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940 (“1940 Act”), each of whom is able to read and understand financial statements. As required by Section 301 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the members of the Audit Committee may not accept any consulting, advisory, or other compensatory fee from the Fund (other than in his or her capacity as a member of the Audit Committee, as a member of another Committee of the Board of Directors, or as a member of the Board of Directors), or be an affiliated person of the Fund. As required by Section 407 of the Sarbanes-Oxley Act, the Board shall consider at least annually whether one or more members of the Audit Committee will be designated as an “audit committee financial expert” as defined in rules adopted by the Securities and Exchange Commission to implement that requirement.

~~The members of the Board of Directors who are members of the Audit Committee are listed in~~ ~~Exhibit A~~ ~~hereto. The members of the Audit Committee shall designate one member to serve as Chair of the Audit Committee. Each member of the Audit Committee shall serve until a successor is appointed.~~

The Chair of the Audit Committee, together with the chairs of the audit committees of other business development companies advised by Westech Investment Advisors, LLC (“Westech”), shall comprise an audit sub-committee (the “Audit Sub-Committee”) having such powers and responsibilities as the Audit Committee shall from time to time confer. The Audit Sub-Committee members are listed in Exhibit A hereto.

~~Meetings~~

The Audit Committee shall meet no less frequently than once a year, with additional meetings being held as deemed appropriate by the Chair of the Committee. Counsel to the Independent Directors of the Fund will serve as counsel to the Audit Committee, and will be responsible for preparing and maintaining minutes of the meetings of the Audit Committee. Minutes of each such meeting will be circulated to all members of the Audit Committee in a timely manner.

The Audit Sub-Committee shall meet at such times as deemed appropriate by the members thereof, typically expected to be on a quarterly basis in advance of the quarterly meetings of the Board of Directors. Counsel to the Independent Directors or the Chief Financial Officer will be responsible for preparing and maintaining minutes of the meetings of the Audit Sub-Committee and will circulate such minutes to all members of the Audit Committee at the next following meeting of the Audit Committee.

~~Responsibilities of the Audit Committee~~

The Audit Committee shall provide assistance to the Board of Directors in fulfilling its responsibilities to the Fund and its shareholders relating to accounting matters and reporting practices of the Fund and to the quality and integrity of the financial statements of the Fund. In so doing, it is the responsibility of the Audit Committee to maintain free and open means of communication between the Board of Directors, the independent public accountant, and the individuals at Westech who provide financial and executive management of the Fund (“Management”).

~~In carrying out these responsibilities, the Audit Committee shall perform the following functions:~~

1.Identify the independent public accountant to be recommended for selection by the Board of Directors to audit the financial statements of the Fund and review the independent public accountant’s fees and compensation to determine whether they are appropriate in relation to the services provided.

2.Evaluate the independence of the independent public accountant, including evaluating whether the independent public accountant provides audit services or consulting services to Management, or consulting services to the Fund or other funds advised by Westech, and to receive the specific representations of the independent public accountant as to its independence. Specifically, the Audit Committee will be responsible for evaluating and pre-approving the provision of all audit services and permitted non-audit services (including the fees charged and the terms thereof) to the Fund by the independent public accountant as required by Sections 201 and 202 of the Sarbanes-Oxley Act. The Audit Committee may delegate its authority to evaluate and pre-approve audit and permitted non-audit services to the chair of the Audit Committee, provided that the decisions of the chair of the Audit Committee to grant any such pre-approvals shall be presented to the full Audit Committee for ratification at its next scheduled meeting.

3.Meet with the independent public accountant and Management to review the scope of the proposed audit work, including limited reviews and such other procedures as may be considered necessary and/or appropriate for the current year, and the procedures to be used. At the completion of the annual examination, the Audit Committee will review the (i) Fund’s financial statements and related footnotes, and the independent public accountant’s report thereon; (ii) communications regarding the scope and results of the audit, as required by the standards of the Public Company Accounting Oversight Board (the “PCAOB”); and (iii) communications regarding any other matters which are required to be communicated by the independent auditors and discussed with the Audit Committee pursuant to all applicable PCAOB or other applicable standards or other matters arising out of the audit that are significant to the oversight of the Fund’s financial reporting process.

4.Evaluate the audit partner rotation requirement in Section 203 of that the Sarbanes-Oxley Act, the conflict of interest requirements in Section 206 of that Act, and any improper influence on the conduct of audits in Section 303 of that Act.

5.Review with the independent public accountant and with Management the adequacy and effectiveness of the accounting and financial controls of the Fund, and elicit any recommendations that they may have for the improvement of such internal control procedures or particular areas where new or more detailed procedures are desirable. Review responses by Management to recommendations for improvement made by the independent public accountant. The Audit Committee will receive and review the certifications required by Section 302 of the Sarbanes-Oxley Act, and the related information and reports required of Management by rules adopted from time to time under Section 30(a) of the 1940 Act, and will be responsible for developing and adopting a Code of Ethics for senior financial officers of the Fund as required in Section 406 of the Sarbanes-Oxley Act.

6.Review periodically with the independent public accountant the form of the Fund’s financial statements, including the Fund’s significant accounting policies disclosed in the notes thereto, to determine that the independent public accountant is satisfied with the disclosure and content of the financial statements presented to the shareholders. Any changes in significant accounting policies should be reviewed.

7.Provide the independent public accountant with the opportunity to meet at least annually in Executive Session with the members of the Audit Committee without representatives of Management being present. Among the items to be discussed in these meetings are the independent public accountant’s evaluation of Management’s financial and accounting personnel, and the cooperation that the independent public accountant received during the course of its audit. The Audit Committee will also receive the report of the independent public accountant required by Section 204 of the Sarbanes-Oxley Act.

8.~~Meet to evaluate the performance of the independent public accountant at least annually without representatives of the independent public accountant being present.~~

9.~~Review fees of the independent public accountant in relation to services provided to the Fund.~~

~~10.~~Investigate any improprieties or suspected improprieties in the Fund’s operations. In particular, the Audit Committee will be responsible for the receipt, retention, and consideration of complaints received regarding accounting, internal accounting controls, or auditing matters affecting the Fund, and will receive, retain, and consider confidential, anonymous submissions by employees of the Fund of concerns regarding questionable accounting or auditing matters as contemplated by Section 301 of the Sarbanes-Oxley Act.

~~11.Review material violations of the Fund’s or Management’s Code of Ethics and determine what action should be taken, if any.~~

~~12.Summarize the proceedings of all meetings of the Audit Committee and Audit Sub-Committee at meetings of the Board of Directors of the Fund.~~

~~13.~~Cause an investigation to be made into any matter that comes to the attention of the Audit Committee within the scope of its duties, with the power to retain special counsel, accountants, or others for this purpose if, in its judgment, that is appropriate.

~~14.Consider such other matters as may be from time to time referred to the Audit Committee by the Board of Directors of the Fund.~~

In carrying out its responsibilities, the Audit Committee believes its policies and procedures should be and should remain flexible so that it can react to changing conditions and environments and to assure the Board of Directors of the Fund and shareholders of the Fund that the accounting and reporting practices of the Fund are in accordance with all applicable requirements.

~~The following matters may be delegated to the Audit Sub-Committee:~~

1.~~Meet with the auditors on a quarterly basis.~~

2.~~Review the interim condensed financial statements.~~

3.~~Receive required communications in connection with the annual audit of the Funds or other matters.~~

4.~~Review any material changes to internal controls of the Firm.~~

5.~~Pre-approve audit and non-audit services (such as special procedures or tax services) in between meetings of Audit Committee.~~

6.~~Such other matters as the Audit Committee may from time to time determine.~~

~~Effective as of December 2017; Amended August 2020.~~

~~EXHIBIT A~~

~~Members of the Audit Committee~~

~~John W. Glynn (Chair)~~

~~Robert J. Hutter~~

~~Scott C. Taylor~~

~~Members of the Audit Sub-Committee~~

~~John W. Glynn~~

~~Spiro C. Lazarakis~~

~~Roger V. Smith~~

~~ANNEX C~~

~~CHARTER FOR THE NOMINATING COMMITTEE~~

~~VENTURE LENDING & LEASING VII, INC.~~

This Charter sets forth the purpose, authority, and responsibilities of the Nominating Committee of the Board of Directors of Venture Lending & Leasing VII, Inc., (the “Fund”). The Charter will be reviewed and approved annually by the Board of Directors of the Fund.

~~Purpose~~

~~The Nominating Committee has as its primary purpose, among other things, responsibility for the nomination of one or more persons to serve as a member of the Board of Directors of the Fund.~~

~~Authority~~

~~The Nominating Committee has been duly established by the Board of Directors of the Fund, and shall be provided with appropriate resources to discharge its responsibilities effectively.~~

~~Composition and Term of Members of the Nominating Committee~~

The Nominating Committee shall be composed of all the members of the Board of Directors who are not “interested persons” of the Fund (“Independent Director”) as defined in Section 2(a)(19) of the Investment Company Act of 1940 (“1940 Act”). The members of the Board of Directors who are members of the Nominating Committee are listed in ~~Exhibit A~~ hereto. The members of the Nominating Committee shall designate one member to serve as Chair of the Nominating Committee. Each member of the Nominating Committee shall serve until a successor is appointed.

~~Meetings~~

The Chair of the Nominating Committee shall call meetings on an “as needed” basis. Meetings may be held as often as deemed appropriate by the Chair of the Nominating Committee. Counsel to the Independent Directors of the Fund will serve as counsel to the Nominating Committee, and will be responsible for preparing and maintaining the minutes of the meetings of the Nominating Committee. Minutes of each such meeting will be circulated to all members of the Nominating Committee in a timely manner.

~~Responsibilities~~

~~The Nominating Committee shall provide assistance to the Board of Directors in fulfilling its responsibilities to the shareholders of the Fund.~~

~~Functions of the Committee~~

1. As required by Rules 10f-3, 12b-1, 15a-4, 17a-7, 17a-8, 17d-1, 17e-1, 17g-1, and 18f-3 under the 1940 Act, the Nominating Committee shall nominate persons to become Independent Directors. The Nominating Committee shall evaluate the qualifications of a candidate to become an Independent Director and his or her independence from Westech Investment Advisors Inc. (“Westech”), and other principal service providers to the Fund. A candidate must be “disinterested” in terms of both the letter and the spirit of Section 2(a)(19) of the 1940 Act, as well as satisfy the requirements of Section 301 of the Sarbanes-Oxley Act of 2002. The Committee shall also consider the effect of any relationships beyond those delineated in that Act that might impair the independence of a candidate, such as business, financial, or family relationships with Westech, or other principal service providers.

2. Candidates may be recommended by members of the Nominating Committee and by members of the Board of Directors. Each candidate will be evaluated by the Nominating Committee with respect to the relevant business and industry experience that would enable the candidate to serve effectively as an Independent Director, as well as his or her compatibility with respect to business philosophy and style. The members of the Nominating Committee may conduct an in-person interview of each viable candidate using a standardized questionnaire. When all of the viable candidates have been evaluated and interviewed, the Nominating Committee shall determine which of the viable candidates should be presented to the Board of Directors for selection to become a member of the Board of Directors.

~~3. The Nominating Committee shall periodically review the corporate governance procedures of the Board of Directors and shall recommend any appropriate changes to the Board of Directors.~~

4. The Nominating Committee shall periodically review the composition of the Board of Directors to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those persons who are already members of the Board of Directors.

5. The Nominating Committee shall periodically review the compensation received by Independent Directors and shall recommend any appropriate changes to the level or form of such compensation to the Independent Directors as a group.

~~Nominations with respect to Other Committees of the Board~~

~~1. The Nominating Committee shall make nominations for membership on all of the Committees created by the Board of Directors and shall review such assignments at least annually.~~

2. The Nominating Committee shall review, as necessary, the responsibilities of each of the Committees created by the Board of Directors, including whether there is a continuing need for the Committee, whether there is a need for the Board of Directors to create any additional Committees, and whether any of the existing Committees should be combined or reorganized. The Nominating Committee shall make recommendations for any such action to the Board of Directors.

~~Retirement Policies~~

~~1. It shall be the policy of the Nominating Committee that Independent Directors will retire from active service on the Board of Directors at the end of the year in which they reach~~ their 79th birthday (“Retirement Date”), provided however, that the term for each Independent Director upon reaching his or her Retirement Date shall automatically renew for five successive one-year periods unless the Nominating Committee determines in its sole discretion not to renew an Independent Director’s term for any such one-year term subsequent to his or her Retirement Date.judgment.

			By Order of the Board of Directors,

			/s/ Maurice C. Werdegar
			Maurice C. Werdegar
			Director and Chief Executive Officer

~~Other Powers and Responsibilities~~

1. The Nominating Committee shall monitor the performance of independent legal counsel employed by the Independent Directors as defined in Rule 0-1 under the 1940 Act, and shall be responsible for the supervision of such independent legal counsel.

2. The Nominating Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other experts or consultants at the expense of the Fund.

~~3. The Nominating Committee shall consider such other matters as may be referred to it from time to time by the Board of Directors.~~

~~Approved on December 13, 2019.~~

~~EXHIBIT A~~

~~Members of the Audit and Nominating Committees~~

~~Robert J. Hutter~~

~~John W. Glynn~~

~~Scott C. Taylor~~

June 10, 2021

~~PROXY~~

TABLE OF CONTENTS

PROXY CARD

Venture Lending & Leasing VII, Inc.

~~Annual~~Special Meeting of Shareholders – ~~May 19,~~July 15, 2021

The undersigned hereby appoints as proxies Judy N. Bornstein ~~Ronald W. Swenson,~~ and Maurice C. Werdegar ~~and~~(and each of them ~~(with~~with power of substitution) to vote for the undersigned all shares of ~~Common Stock, $0.01~~common stock, $0.001 par value (“Shares”), of the undersigned at the aforesaid meeting and any adjournment thereof with all the power the undersigned would have if personally present. The Shares represented by this proxy will be voted as instructed.Unless otherwise indicated to the contrary, ~~for a proposal,~~ this proxy shall be deemed to grant authority to vote “FOR” the ~~proposal.~~proposals. This proxy is solicited on behalf of the Board of Directors of Venture Lending & Leasing VII, Inc.

Please sign and date this proxy and return it to Westech Investment Advisors, LLC, by fax to the attention of Lynda Colletta, at (650) 234-4343, or by ~~e-mail~~email to lyndac@westerntech.com.

Please indicate your vote by an “X” in the appropriate box below. The Board of Directors, including all of the Independent Directors, recommends a vote “FOR” the proposals below.

The proposals are part of one integrated plan, and neither of the proposals will be implemented unless both are approved.

(1)

Approval of the Plan of Liquidation pursuant to which Venture Lending & Leasing VII, Inc. will distribute all of its assets to its sole shareholder, Venture Lending & Leasing VII, LLC, and dissolve.

FOR

AGAINST

ABSTAIN

~~Election of Robert J. Hutter, John W. Glynn, Scott C. Taylor, Ronald W. Swenson and Maurice C. Werdegar as Directors~~

(2)

Approval of the ~~Fund (strike out names~~termination of ~~an individual nominee to withhold authority to vote for that nominee)~~the status of Venture Lending & Leasing VII, Inc. as a business development company under the Investment Company Act of 1940, as amended.

FOR

~~______~~

AGAINST

~~______~~

ABSTAIN

~~______~~

~~Ratification of the selection of Deloitte & Touche LLP to serve as the Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2021.~~

~~FOR~~

~~______~~

~~AGAINST~~

~~______~~

~~ABSTAIN~~

~~______~~

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on ~~May 19,~~July 15, 2021: The Proxy Statement, together with a Notice of ~~Annual~~Special Shareholder Meeting and Proxy Card, ~~and the Annual Report for the Fund for its year ended December 31, 2020,~~ are available ~~on the internet~~online at: www.intralinks.com. Please contact Lynda Colletta, at ~~the following address: www.intralinks.com.~~

(650) 234-4321, or by email at lyndac@westerntech.com, if you require assistance accessing such website.

Continued and to be signed on the next page.

If Shares are held jointly, each ~~Shareholder~~individual named should sign. If only one signs, his or her signature will be binding. If the ~~Shareholder~~LLC member is a corporation, the President or Vice President should sign in his or her own name, indicating title. If the ~~Shareholder~~LLC member is a partnership, a partner should sign in his or her own name, indicating that he or she is a “Partner.” If the ~~Shareholder~~LLC member is a trust, an authorized officer of the ~~Trustee~~trustee should sign, indicating title.

Please sign exactly as the Shares are registered (indicated below)


~~________________________~~			Name of ~~Shareholder~~LLC Member
~~________________________~~
			Signature ~~________________________~~

			Title (if applicable)

			Dated: ~~_______________,~~, 2021

P-1

TABLE OF CONTENTS

VENTURE LENDING & LEASING VII, INC.

PLAN OF LIQUIDATION

THIS PLAN OF LIQUIDATION (the “Plan”), sets forth the terms of the liquidation and dissolution of VENTURE LENDING & LEASING VII, INC., a Maryland corporation (“Fund VII”).

The Board of Directors of Fund VII (the “Board”) has adopted this Plan and called a special meeting (the “Meeting”) of Fund VII’s sole stockholder, Venture Lending & Leasing VII, LLC, a Delaware limited liability company (the “LLC”) to take action on the Plan. In adopting the Plan, the Board has determined that the Plan is advisable and in the best interests of the LLC. If the LLC votes a majority of Fund VII’s outstanding shares of common stock, par value $0.001 per share (the “Fund Shares”), in favor of (i.e. “FOR”) the adoption of this Plan and the dissolution of Fund VII at the Meeting, at which a quorum of the holders of a majority of the issued and outstanding Fund Shares is present, in person or by proxy, then the Plan shall constitute the adopted Plan of Fund VII as of the date of the Meeting, or at such later date at which the LLC may approve the Plan if the Meeting is adjourned, postponed, or continued to a later date (the “Adoption Date”); provided, however, that the Plan shall not be effective unless the LLC, at the Meeting (or at any adjournment, postponement, or continuation thereof), approves the termination of the status of Fund VII as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).

On or after the Adoption Date, Fund VII shall be voluntarily liquidated and dissolved. After the Adoption Date, Fund VII shall not engage in any business activity except to the extent necessary to implement this Plan, to wind-up its business and affairs, and to distribute its assets in accordance with this Plan.

3.	From and after the Adoption Date, Fund VII shall complete the following corporate actions:

(i)	Provide notice to its creditors and to its employees pursuant to the provisions of Section 3-404 of the Maryland General Corporation Law (the “MGCL”) that the dissolution of Fund VII has been approved by the LLC.

(ii)

Transfer all of its assets to the LLC; provided, however, that Fund VII shall retain all rights associated with its licenses and registrations, including the rights associated with its status as a BDC under the 1940 Act, its status as a registrant under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its status as a finance lender under the California Finance Lenders Law (the “Lender’s Law”). The date that Fund VII transfers its assets to the LLC shall be the “Distribution Date” for all purposes of this Plan.

(iii)

Prepare and file Articles of Dissolution substantially in the form attached hereto as Exhibit 1 with the State Department of Assessments and Taxation of Maryland (the “Department”) pursuant to the provisions of Subtitle 4 of Title 3 of the MGCL.

The implementation of this Plan shall be supervised by the Board, which shall have all right, power, and authority to (i) implement this Plan, (ii) delegate to one or more officers of Fund VII the right, power, and authority to implement this Plan, and (iii) conduct the winding up and dissolution of Fund VII under Sections 3-401 through 3-419, as applicable, of the MGCL. Without limiting the generality of the foregoing, promptly after the Distribution Date, Fund VII shall withdraw its election to be treated as a BDC under the 1940 Act, de-register as an Exchange Act reporting company pursuant to Section 12(g)(4) of the Exchange Act, and withdraw its license as a finance lender under the Lenders Law.

The distribution of Fund VII’s assets to the LLC pursuant to Section 3 hereof shall be in complete redemption and cancellation of all outstanding Fund Shares. As a condition to the receipt of the Final Distribution to the LLC, the Board, in its absolute discretion, may require the LLC to (i) surrender its certificates, if any, representing the Fund Shares for cancellation, or (ii) furnish to Fund VII evidence satisfactory to the Board of the loss, theft, or destruction of its certificates evidencing the Fund Shares, together with such surety bond or other security or indemnity as may be required by and satisfactory to the Board.

6.	Fund VII hereby appoints the LLC as its disbursement agent to pay, from the cash distributed by Fund VII to the LLC pursuant to the provisions of Section 3 hereof, the expenses of Fund VII not paid by Fund VII

A-1

TABLE OF CONTENTS

as of the Distribution Date. The LLC shall have no responsibility, as disbursement agent hereunder, or otherwise, to pay any expenses or liabilities of Fund VII, whether known or unknown, fixed or contingent, to the extent that such expenses or liabilities exceed the amount of the cash distributed by Fund VII to the LLC pursuant to the provisions of Section 3 hereof.

7.	Notwithstanding the approval at the Meeting of this Plan and the transactions contemplated hereby by the LLC, the Board may modify or amend this Plan without further action by the LLC to the extent permitted by the MGCL.

The Board is hereby authorized, without further action by the LLC, to do and perform any and all acts, and to make, execute, deliver, and adopt any and all agreements, resolutions, conveyances, certificates, and other documents of every kind which are deemed necessary, appropriate, or desirable, in the good faith discretion of the Board, to implement this Plan and the transactions contemplated thereby, including, without limitation, all filings or acts required by any law or regulation to wind up Fund VII’s business under the MGCL or other applicable law. Fund VII, effective the date it files its Articles of Dissolution with the Department pursuant to the provisions of Subtitle 4 of Title 3 of the MGCL, hereby irrevocably constitutes and appoints the LLC its true and lawful attorney-in-fact, with full power of substitution, in its name, place and stead, to execute, acknowledge, deliver, swear to, file, and record such documents or instruments as may be necessary or appropriate to carry out the provisions of this Plan and the liquidation and dissolution of Fund VII, including, without limitation, all documents required to be filed by Fund VII pursuant to the provisions of the MGCL, and all final tax returns and returns of income required to be filed by Fund VII under the Internal Revenue Code or any applicable state or foreign income tax law. Any person dealing with Fund VII may conclusively presume and rely upon the fact that any instrument referred to herein, executed by the LLC as attorney-in-fact, is authorized, regular, and binding, without further inquiry.

This Plan of Liquidation was adopted by the Board of Directors of Fund VII at a meeting duly called, convened, and held on May 19, 2021.

			VENTURE LENDING & LEASING VII, INC.

			By:			/S/ Judy N. Bornstein
						Judy Bornstein
						Secretary

			Dated: May 19, 2021

[Continued on next page.]

A-2

TABLE OF CONTENTS

VENTURE LENDING & LEASING VII, LLC hereby agrees to perform all provisions of this Plan of Liquidation (“Plan”) applicable to it, and agrees to execute and deliver all such further documents and instruments and to take such further action as may be necessary or desirable to carry out the intent and purposes of the Plan.

Dated: May 19, 2021

A-3

TABLE OF CONTENTS

Exhibit 1

VENTURE LENDING & LEASING VII, INC.

FORM OF ARTICLES OF DISSOLUTION

TABLE OF CONTENTS

VENTURE LENDING & LEASING VII, INC.

ARTICLES OF DISSOLUTION

VENTURE LENDING & LEASING VII, INC., a Maryland corporation (hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The name of the Corporation is as set forth above, and the address of the principal office of the Corporation is 1519 York Road, Lutherville, MD 21093.

SECOND
: The name and address of the resident agent of the Corporation in the State of Maryland, which shall serve for one year after dissolution and thereafter until the affairs of the Corporation are wound up, are:

Cogency Global, Inc.

1519 York Road

Lutherville, MD 21093

THIRD: The name and address of each director of the Corporation are as follows:

Name			Address
John W. Glynn			c/o Westech Investment Advisors, LLC 104 La Mesa Drive, Suite 102 Portola Valley, California 94028
Scott C. Taylor			c/o Westech Investment Advisors, LLC 104 La Mesa Drive, Suite 102 Portola Valley, California 94028
Robert J. Hutter			c/o Westech Investment Advisors, LLC 104 La Mesa Drive, Suite 102 Portola Valley, California 94028
Ronald W. Swenson			c/o Westech Investment Advisors, LLC 104 La Mesa Drive, Suite 102 Portola Valley, California 94028
Maurice C. Werdegar			c/o Westech Investment Advisors, LLC 104 La Mesa Drive, Suite 102 Portola Valley, California 94028

FOURTH: The name, title and address of each officer of the Corporation are as follows:

Name	Title	Address
Maurice C. Werdegar	Director and Chief Executive Officer	c/o Westech Investment Advisors, LLC 104 La Mesa Drive, Suite 102 Portola Valley, California 94028
Ronald W. Swenson	Chairman	c/o Westech Investment Advisors, LLC 104 La Mesa Drive, Suite 102 Portola Valley, California 94028
Judy N. Bornstein	Vice President, Chief Financial Officer, Chief Compliance Officer, Secretary and Treasurer	c/o Westech Investment Advisors, LLC 104 La Mesa Drive, Suite 102 Portola Valley, California 94028
Jay L. Cohan	Vice President and Assistant Secretary	c/o Westech Investment Advisors, LLC 104 La Mesa Drive, Suite 102 Portola Valley, California 94028
David R. Wanek	President	c/o Westech Investment Advisors, LLC 104 La Mesa Drive, Suite 102 Portola Valley, California 94028

EX-1

TABLE OF CONTENTS

FIFTH: The dissolution of the Corporation has been approved in the manner and by the vote required by law and by the charter of the Corporation, as follows:

(a)

By resolutions adopted by the Board of Directors of the Corporation, declaring that the liquidation and dissolution of the Corporation is advisable and directing that the proposed liquidation and dissolution be submitted for consideration at a special meeting of the stockholders of the Corporation for action thereon; and

(b)	At a special meeting of stockholders entitled to vote on the dissolution held on July 15, 2021, the holders of a majority of the outstanding shares of common stock of the Corporation approved the dissolution of the Corporation as so proposed pursuant to the terms of a plan of liquidation.

SIXTH: The Corporation had no known creditors as of July 15, 2021. Any outstanding liabilities of the Corporation will be paid by its sole shareholder, Venture Lending & Leasing VII, LLC, which will assume all assets of the Corporation pursuant to the terms of a plan of liquidation.

SEVENTH
: The undersigned officer of the Corporation acknowledges these Articles of Dissolution to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

EIGHTH:

The Corporation is hereby dissolved.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Dissolution to be signed in its name and on its behalf by its President and Chief Executive Officer and attested by its Secretary on this 15th day of July, 2021.

	VENTURE LENDING & LEASING VII, INC.

	By:	/S/ Maurice C. Werdegar
		Maurice C. Werdegar Director and Chief Executive Officer

(SEAL)	ATTEST:

	By:	/S/ Judy N. Bornstein
		Judy N. Bornstein Secretary

EX-2

TABLE OF CONTENTS

CONSENT OF RESIDENT AGENT

The undersigned, the Maryland resident agent of Venture Lending and Leasing VII, Inc., a Maryland corporation (the “Corporation”), hereby consents to serve as the resident agent of the Corporation pursuant to the Maryland General Corporation Law.

EX-3

☐					Preliminary Proxy Statement
¨ ☐	~~Preliminary Proxy Statement~~


¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a – 6(e)(2))


¨
☐			Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.


~~(1)~~
	(1)	Title of each class of securities to which transaction applies:


~~(2)~~
	(2)	Aggregate number of securities to which transaction applies:


~~(3)~~
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


¨
☐			Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.


~~(2)~~
	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

			PAGE
SUMMARY OF PROPOSALS			1
GENERAL INFORMATION ABOUT MEETING AND FUND VII			7
FUND VII’S BUSINESS			9
BACKGROUND OF THE PROPOSALS AND RISK FACTORS			10
THE LIQUIDATION PROPOSAL			12
THE BDC TERMINATION PROPOSAL			19
EFFECT OF THE PROPOSALS ON THE MANAGEMENT OF FUND VII’S LOAN AND SECURITIES PORTFOLIO			23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			27
SUBMISSION OF SHAREHOLDER PROPOSALS			28
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			28
FURTHER INFORMATION			28
PROXY CARD			P-1
APPENDIX A – PLAN OF LIQUIDATION			A-1


x☒			Definitive Proxy Statement


¨ ☐			Definitive Additional Materials


¨ ☐			Soliciting Material Pursuant to § 240.14a-12


~~(5)~~
	(5)	Total fee paid:

VENTURE LENDING & LEASING VII, LLC

/S/ Maurice C. Werdegar

Maurice C. Werdegar

Director and Chief Executive Officer