Venture Lending & Leasing VI 10-Q 2013 Q3 Quarterly report

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

For the quarterly period ended September 30, 2013

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

For the transition period from ___________ to ______________

Commission file number 814-00799

Venture Lending & Leasing VI, Inc.

(Exact Name of Registrant as specified in its charter)

Maryland	27-1682622
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
104 La Mesa Drive, Suite 102	Portola Valley, CA 94028
(Address of principal executive offices)	(Zip Code)

(650) 234-4300

(Registrant's telephone number, including area code)

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ]  No [x]

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

Class	Outstanding as of November 8, 2013
Common Stock, $.001 par value	100,000

VENTURE LENDING & LEASING VI, INC.

INDEX

PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Statements of Assets and Liabilities (Unaudited)
	As of September 30, 2013 and December 31, 2012
	Condensed Statements of Operations (Unaudited)
	For the three and nine months ended September 30, 2013 and 2012
	Condensed Statements of Changes in Net Assets (Unaudited)
	For the nine months ended September 30, 2013 and 2012
	Condensed Statements of Cash Flows (Unaudited)
	For the nine months ended September 30, 2013 and 2012
	Notes to Condensed Financial Statements (Unaudited)
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Mine Safety Issues
Item 5.	Other Information
Item 6.	Exhibits
SIGNATURES

PART I - FINANCIAL INFORMATION

Item 1.Financial Statements

VENTURE LENDING & LEASING VI, INC.

CONDENSED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

AS OF SEPTEMBER 30, 2013 AND DECEMBER 31, 2012

	September 30, 2013			December 31, 2012
ASSETS
Loans, at estimated fair value
(Cost of $320,948,861 and $318,043,136)	$	310,264,289		$	313,848,702
Cash and cash equivalents	19,722,006			16,244,714
Other assets	4,964,009			5,351,530
Total assets	334,950,304			335,444,946
LIABILITIES
Borrowings under debt facility	134,900,000			134,000,000
Accrued management fees	2,093,439			2,093,156
Accounts payable and other accrued liabilities	3,446,520			3,422,919
Total liabilities	140,439,959			139,516,075
NET ASSETS	$	194,510,345		$	195,928,871
Analysis of Net Assets:
Capital paid in on shares of capital stock	$	241,525,000		$	233,525,000
Return of capital distributions	(32,327,759		)	(28,732,092		)
Accumulated deficit	(14,686,896		)	(8,864,037		)
Net assets (equivalent to $1,945.10 and $1,959.29 per share based on 100,000 shares of capital stock outstanding - See Note 5)	$	194,510,345		$	195,928,871

See notes to condensed financial statements

3

VENTURE LENDING & LEASING VI, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

	For the Three Months Ended September 30, 2013			For the Three Months Ended September 30, 2012			For the Nine Months Ended September 30, 2013			For the Nine Months Ended September 30, 2012
INVESTMENT INCOME:
Interest on loans	$	14,829,051		$	11,679,874		$	44,009,485		$	31,564,664
Other interest and other income	537			25,785			98,748			185,747
Total investment income	14,829,588			11,705,659			44,108,233			31,750,411
EXPENSES:
Management fees	2,093,439			1,844,880			6,350,367			5,519,133
Interest expense	1,218,791			1,160,296			3,622,803			2,976,056
Banking and professional fees	121,586			69,908			462,863			261,428
Other operating expenses	30,732			27,243			83,791			86,849
Total expenses	3,464,548			3,102,327			10,519,824			8,843,466
Net investment income	11,365,040			8,603,332			33,588,409			22,906,945
Net realized loss from investments	(686,859		)	(24,561		)	(2,461,281		)	(24,561		)
Net change in unrealized loss from investments	(1,899,563		)	(1,198,871		)	(6,490,138		)	(3,379,209		)
Net realized and change in unrealized loss from hedging activities	(146,149		)	(505,935		)	(159,410		)	(1,211,547		)
Net realized and change in unrealized loss from investments and hedging activities	(2,732,571		)	(1,729,367		)	(9,110,829		)	(4,615,317		)
Net increase in net assets resulting from operations	$	8,632,469		$	6,873,965		$	24,477,580		$	18,291,628
Net increase in net assets resulting from operations per share	$	86.32		$	68.74		$	244.78		$	182.92
Weighted average shares outstanding	100,000			100,000			100,000			100,000

See notes to condensed financial statements

4

VENTURE LENDING & LEASING VI, INC.

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

	For the Nine Months Ended September 30, 2013			For the Nine Months Ended September 30, 2012
Net increase in net assets resulting from operations:
Net investment income	$	33,588,409		$	22,906,945
Net realized loss from investments	(2,461,281		)	(24,561		)
Net change in unrealized loss from investments	(6,490,138		)	(3,379,209		)
Net realized and change in unrealized loss from hedging activities	(159,410		)	(1,211,547		)
Net increase in net assets resulting from operations	24,477,580			18,291,628
Distributions of income to shareholder	(30,300,439		)	(22,440,207		)
Return of capital to shareholder	(3,595,667		)	(7,381,869		)
Capital contributions	8,000,000			47,000,000
Increase (decrease) in capital transactions	(25,896,106		)	17,177,924
Total increase (decrease)	(1,418,526		)	35,469,552
Net assets
Beginning of period	195,928,871			131,409,460
End of period	$	194,510,345		$	166,879,012

See notes to condensed financial statements

5

VENTURE LENDING & LEASING VI, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

	For the Nine Months Ended September 30, 2013			For the Nine Months Ended September 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in net assets resulting from operations	$	24,477,580		$	18,291,628
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized loss from investments	2,461,281			24,561
Net change in unrealized loss from investments	6,490,138			3,379,209
Net change in unrealized (gain) loss from hedging activities	(667,279		)	769,370
Receipt of equity securities as payment for waiver				(85,603		)
Income from receipt of equity securities	(587,537		)	—
Amortization of deferred costs related to borrowing facility	368,849			366,125
Net decrease (increase) in other assets	18,673			(1,572,217		)
Net increase (decrease) in accounts payable, other accrued liabilities, and accrued management fees	691,161			(115,465		)
Origination of loans	(124,352,523		)	(167,000,882		)
Principal payments on loans	117,849,983			57,866,317
Acquisition of equity securities	(7,573,034		)	(10,843,200		)
Net cash provided by (used in) operating activities	19,177,292			(98,920,157		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distribution to shareholder	(24,600,000		)	(18,470,000		)
Contribution from shareholder	8,000,000			47,000,000
Borrowings under debt facility	11,800,000			53,000,000
Repayment of debt facility	(10,900,000		)	—
Payment of bank facility fees and costs				(16,787		)
Net cash provided by (used in) financing activities	(15,700,000		)	81,513,213
Net increase (decrease) in cash and cash equivalents	3,477,292			(17,406,944		)
CASH AND CASH EQUIVALENTS:
Beginning of period	16,244,714			27,115,044
End of period	$	19,722,006		$	9,708,100
SUPPLEMENTAL DISCLOSURES:
CASH PAID DURING THE PERIOD:
Interest	$	3,231,845		$	2,211,435
Settlement under interest rate swap agreement	$	826,690		$	442,177
NON-CASH ACTIVITIES:
Distributions of equity securities to shareholder	$	9,296,106		$	11,352,076
Receipt of equity securities as repayment of loans	$	1,135,534		$	423,273

See notes to condensed financial statements

6

VENTURE LENDING & LEASING VI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1. ORGANIZATION AND OPERATIONS OF THE FUND

Venture Lending & Leasing VI, Inc. (the “Fund”), was incorporated in Maryland on January 11, 2010 as a nondiversified closed-end management investment company electing status as a business development company (“BDC”) under the Investment Company Act of 1940, as amended ("1940 Act") and is managed by Westech Investment Advisors, LLC, formerly known as Westech Investment Advisors, Inc. (“Manager” or “Management”). The Fund will be dissolved on December 31, 2020 unless an election is made to dissolve earlier by the Board of Directors of the Fund (the “Board”). One hundred percent of the stock of the Fund is held by Venture Lending & Leasing VI, LLC (the “Company”).  Prior to commencing its operations on June 29, 2010, the Fund had no operations other than the sale to the Company of 100,000 shares of common stock, $0.001 par value for $25,000 in January 2010.  This issuance of stock was a requirement in order to apply for a finance lender's license from the California Commissioner of Corporations, which was obtained on April 13, 2010.

In the Manager's opinion, the accompanying financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of financial position and results of operations for interim periods. Certain information and note disclosures normally included in audited annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted; however, the Fund believes that the disclosures made are adequate to make the information presented not misleading. The interim results for the three and nine months endedSeptember 30, 2013 are not necessarily indicative of what the results would be for a full year. It is suggested that these financial statements be read in conjunction with the financial statements and the notes included in the Fund's Annual Report on Form 10-K for the year ended December 31, 2012.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and money market mutual funds with maturities of 90 days or less. Money market mutual funds held as cash equivalents are valued at their most recently traded net asset value.

Interest Income

Interest income on loans is recognized using the effective interest method including amounts from the amortization of discounts attributable to equity securities received as part of the loan transaction.  Additionally, fees received as part of the transaction are added to the loan discount and amortized over the life of the loan.

Valuation Procedures

The Fund accounts for loans at fair value in accordance with the “Valuation Methods” below.  All valuations are determined under the direction of the Manager, in accordance with these methods.

The Fund's loans are valued in connection with the issuance of its periodic financial statements, the issuance or repurchase of the Fund's shares at a price equivalent to the current net asset value per share, and at such other times as

7

required by law.  On a quarterly basis, Management submits to the Board a “Valuation Report,” which details the rationale for the valuation of investments.

As of September 30, 2013 and December 31, 2012, the financial statements include nonmarketable investments of $310.3 million and $313.8 million, respectively (or approximately 93% and 94% of total assets, respectively), with fair values determined by the Manager in the absence of readily determinable market values.  Because of the illiquidity of the Fund's investments, a substantial portion of its assets are carried at fair value as determined in good faith by the Manager in accordance with the Fund's policy as approved by the Board. Because of the inherent uncertainty of these valuations, estimated fair values of such investments may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. Below is the information used by the Manager in making these estimates.

Loans

The Fund defines fair value as the price that would be received to sell an asset or paid to lower a liability in an orderly transaction between market participants at the measurement date. There is no secondary market for the loans made by the Fund to borrowers, hence Management determines fair value based on hypothetical markets. Venture loans are generally held to maturity and are recorded at estimated fair value. The determination of fair value is based on a number of factors including the amount for which an investment could be exchanged in a current sale, which assumes an orderly disposition over a reasonable period other than in a forced sale. Management considers the fact that no ready market exists for substantially all of the investments held by the Fund. Management determines whether to adjust the estimated fair value of a loan based on a number of factors including but not limited to the borrower's payment history, available cash and “burn rate,” revenues, net income or loss, the likelihood that the borrower will be able to secure additional financing in the future, as well as an evaluation of the general interest rate environment. The amount of any valuation adjustment considers liquidation analysis and is determined based upon a credit analysis of the borrower and an analysis of the expected recovery from the borrower, including consideration of factors such as the nature and quality of the Fund's security interests in collateral, the estimated value of the Fund's collateral, the size of the loan, and the estimated time that will elapse before the Fund achieves a recovery. Management has evaluated these factors and has concluded that the effect of deterioration in the quality of the underlying collateral, increase in the size of the loan and increase in the estimated time to recovery would have the effect of lowering the value of the current portfolio of loans.

Non-accrual Loans

The Fund's policy is to place a loan on non-accrual status when the loan stops performing and Management deems that it is unlikely that the loan will return to performing status.  When a loan is placed on non-accrual status, all interest previously accrued but not collected is reversed for the quarter in which the loan was placed on non-accrual status.  Any uncollected interest related to quarters prior to when the loan was placed on non-accrual status is added to the principal balance, and the aggregate balance of the principal and interest is evaluated in accordance with the policy for valuation of loans in determining Management's best estimate of fair value. Interest received by the Fund on non-accrual loans will be recorded on a cash basis.

If a borrower of a non-accrual loan resumes making regular payments and Management deems that the borrower has sufficient resources that it is unlikely the loan will return to non-accrual status, the loan is re-classified back to accrual or performing status.  Interest that would have been accrued during the non-accrual status will be added back to the remaining payment schedule, and thus changing the effective interest rate.

As of September 30, 2013, loans with a cost basis of $19.6 million and a fair value of $10.3 million, have been classified as non-accrual. As of December 31, 2012, loans with a cost basis of $16.5 million and a fair value of $12.3 million, have been classified as non-accrual.

8

Warrants and Stock

Warrants and stock that are received in connection with loan transactions generally will be assigned a fair value at the time of acquisition, unless a market price is available. These securities are then distributed by the Fund to the Company at the assigned value. Warrants are valued based on a modified Black-Scholes option pricing model which takes into account underlying stock value, expected term, volatility, and risk-free interest rate, among other factors.  

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

Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant price, is based on an index of publicly traded companies grouped by industry and which are similar in nature to the underlying portfolio companies issuing the warrant (“Industry Index”). The volatility assumption for each Industry Index is based on the average volatility for individual public companies within the portfolio company's industry for a period of time approximating the expected life of the warrants. For the three months ended September 30, 2013, the Fund used volatility rates ranging from 37% to 72%. A hypothetical increase in the volatility calculated from the indexes used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.

The remaining expected lives of warrants are based on historical experience of the average life of the warrants, as warrants are often exercised in the event of acquisitions, mergers, or initial public offerings and terminated due to events such as bankruptcies, restructuring activities, or additional financings. These events cause the expected term to be less than the remaining contractual term of the warrants. The remaining expected lives of warrants may be adjusted from time to time to reflect new facts and circumstances. For the three months ended September 30, 2013, the Fund assumed the average duration of a warrant is 3 years. A hypothetical increase in the estimated initial term of the warrants used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.

The risk-free interest rate is derived from the constant maturity tables issued by the U.S. Treasury Department. For the three months ended September 30, 2013, the Fund used a monthly risk-free rates ranging from 0.36% to 0.66%. The effect of a hypothetical increase in the estimated risk-free rate used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.

On an annual basis, the Fund engages an independent valuation company to provide valuation assistance. This company evaluates the Fund's valuation methodology and assumptions for reasonableness from the perspective of a market participant. The independent third party also calculates certain inputs used such as volatility and risk-free rate. Upon the receipt of such data, a sample test is performed to ensure the accuracy of the third party calculations and that the source of data is reliable and consistent with the way in which the calculations were made in prior periods. Such inputs are entered into the database with a second review to ensure the accuracy of the input information. All calculations of warrant values are performed by one employee and reviewed by a second party. The inputs of the modified Black-Scholes option pricing model are reevaluated every quarter.

Other Assets and Liabilities

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

As of September 30, 2013 and December 31, 2012, the fair values of Other Assets and Liabilities are estimated at their carrying values because of the short-term nature of these assets or liabilities.

As of September 30, 2013 and December 31, 2012, based on borrowing rates available to the Fund, which are Level 2 inputs, the estimated fair values of the borrowings under the debt facility were $134.9 million and $134.0 million, respectively.

9

Commitment Fees

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

Interest Rate Swap Agreements

Interest rate swaps are primarily valued on the basis of quotes obtained from brokers and dealers and adjusted for counterparty risk. The valuation of the swap agreement also considers the future expected interest rates on the notional principal balance remaining which is comparable to what a prospective acquirer would pay on the measurement date. Valuation pricing models consider inputs such as forward rates, anticipated interest rate volatility relating to the reference rate, as well as time value and other factors underlying swap instruments. The contracts are recorded at fair value in either other assets or accounts payable and other accrued liabilities in the Condensed Statements of Assets and Liabilities, depending on whether the value of the contract is in favor of the Fund or the counter party. The changes in fair value are recorded in net realized and change in unrealized gain (loss) from hedging activities in the Condensed Statements of Operations.  The quarterly interest paid or received on the interest rate swap contracts is also recorded in net realized and change in unrealized gain (loss) from hedging activities.

Deferred Bank Fees

Through September 30, 2013, the deferred bank fees and costs associated with the debt facility have been allocated

over the estimated life of the facility, which currently is through September 2014. The amortization of these costs are recorded as interest expense in the Condensed Statement of Operations (see Note 6).

Tax Status

The Fund has elected to be treated as a Regulated Investment Company ("RIC") under Subchapter M of the Internal Revenue Code (the "Code") and operates in a manner so as to qualify for the tax treatment applicable to RICs.

In order to qualify for favorable tax treatment as a RIC, the Fund is required to distribute annually to its shareholder at least 90% of its investment company taxable income, as defined by the Code. To avoid federal excise taxes, the Fund must distribute annually at least 98% of its ordinary income and 98.2% of net capital gains from the current year and any undistributed ordinary income and net capital gains from the preceding years. The Fund, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If the Fund chooses to do so, all other things being equal, this would increase expenses and reduce the amount available to be distributed to shareholder. The Fund will accrue excise tax on estimated undistributed taxable income as required.

Dividends from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in-capital or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Fund's annual RIC tax return.

Book and tax basis differences relating to shareholder dividends and distributions and other permanent book and tax differences are reclassified among the Fund's capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from GAAP.

The Fund may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the shareholder's tax basis in its shares. The cumulative amount is disclosed on the Condensed Statements of Assets and Liabilities as return of capital distributions. Cumulative return of capital distributions were $32.3 million and $28.7 million million as of September 30, 2013 and December 31, 2012, respectively. As of September 30, 2013, the Fund had no uncertain tax positions.

The Fund's tax years open to examination by major jurisdictions are 2010 and forward.

Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (the “FASB”) issued guidance that will expand current disclosure requirements on the offsetting of certain assets and liabilities. The new disclosures will be required for investments and derivative financial instruments subject to master netting or similar agreements which are eligible for offset in the Condensed Statements of Assets and Liabilities and will require an entity to disclose both gross and net information about such investments and transactions in the financial statements. In January 2013, the FASB issued guidance that clarifies which investments and transactions are subject to the offsetting disclosure requirements. The scope of the disclosure requirements for offsetting will be limited to derivative instruments, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions. The guidance is effective for financial statements with fiscal years beginning on or after January 1, 2013, and interim periods within those fiscal years. Management has evaluated the impact of this guidance on the Fund’s financial statement disclosures, and the adoption does not have a material impact on the Fund's financial statement disclosures.

3. SUMMARY OF INVESTMENTS

Loans generally are made to borrowers pursuant to commitments whereby the Fund agrees to finance assets and/or provide working or growth capital up to a specified amount for the term of the commitment, upon the terms and subject to the conditions specified by such commitment. As of September 30, 2013, the Fund's investments in loans were primarily to companies based within the United States and were diversified among borrowers in the industry segments shown below.  The percentage of net assets that each industry group represents is shown with the industry totals below  (the sum of the percentages does not equal 100 percent because the percentages are based on net assets as opposed to total loans).  All loans are senior to unsecured creditors except where indicated.

The Fund defines fair value as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date; that is, an exit price. The exit price assumes the asset or liability was exchanged in an orderly transaction; it was not a forced liquidation or distressed sale.

Loan balances are summarized by borrower.  Typically a borrower's balance will be composed of several loans drawn under a commitment made by the Fund with the interest rate on each loan fixed at the time each loan is funded. Each loan drawn under a commitment may have a different maturity date and amount.  For the three and nine months ended September 30, 2013, the weighted-average interest rate on the performing loans was 18.44% and 18.79%, respectively. For the three and nine months ended September 30, 2012, the weighted-average interest rate on the performing loans was 17.56% and 18.54%, respectively.  These rates were inclusive of both cash and non-cash interest income. For the three and nine months ended September 30, 2013 the weighted-average interest rate on the cash portion of the interest income was 14.11% and 14.25%, respectively. For the three and nine months ended September 30, 2012 the weighted-average interest rate on the cash portion of the interest income was 13.28% and 13.87%, respectively. Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including early payoffs, volatility of values ascribed to warrants and new loans funded during the year.

10

The risk profile of a loan changes when events occur that impact the credit analysis of the borrower and loan as described in our loan accounting policy. Such changes result in the fair value being adjusted from par value of the individual loan. Where the risk profile is consistent with the original underwriting, which is primarily the case for this loan portfolio, the par value of the loan will approximate fair value.

All loans as of September 30, 2013 were to non-affiliates and consisted of the following:

	Percentage of	Estimated Fair		Par Value		Final
Borrower	Net Assets	Value 9/30/13		9/30/2013		Maturity Date
Biotechnology
Stem CentRx, Inc.		$	90,878	$	90,878	1/1/2014
Subtotal:	0%	$	90,878	$	90,878
Carrier Networking
Vello Systems, Inc.		$	2,031,226	$	2,031,226	6/1/2016
VocalNet, LLC		224,104		329,104		11/1/2015
Subtotal:	1.2%	$	2,255,330	$	2,360,330
Computers & Storage
Connected Data, Inc.		$	936,658	$	936,658	5/1/2016
D-Wave Systems, Inc.		148,964		148,964		1/1/2014
Looxcie, Inc.		811,057		811,057		12/1/2015
Veloxum, Inc.		206,093		416,093		*
Vidyo, Inc.		9,643,038		9,643,038		5/1/2016
Subtotal:	6%	$	11,745,810	$	11,955,810
Enterprise Networking
Apprion, Inc.		$	891,132	$	891,132	4/1/2016
BurstPoint Networks, Inc.		588,067		588,067		12/1/2015
Splashtop, Inc.		1,641,148		1,641,148		5/1/2016
Subtotal:	1.6%	$	3,120,347	$	3,120,347
Internet
Beach Mint, Inc.		$	11,937,573	$	11,937,573	3/1/2016
Better Doctor, Inc.		469,214		469,214		6/1/2016
Blekko, Inc.		1,874,073		1,874,073		12/1/2016
Byliner, Inc.		947,443		947,443		5/1/2016
Care2, Inc.		867,650		867,650		9/1/2014
Carwoo!, Inc.		935,477		935,477		8/1/2016
Central Desktop, Inc.		3,391,456		3,391,456		4/1/2016
Change.org, Inc.		2,363,879		2,363,879		11/1/2016
CloudTalk, Inc.		5,000		124,008		*
CustomMade, Inc.		910,316		910,316		5/1/2017
DailyFeats, Inc.		333,787		333,787		1/1/2016
Desti, Inc.		453,492		453,492		2/1/2016
Dezine, Inc.		69,196		139,196		3/1/2016
Direct Media Technologies, Inc.		1,539,554		1,539,554		12/1/2014
EDO Interactive, Inc.		1,472,412		1,472,412		11/1/2014

11

EyeView, Inc.	1,212,633	1,212,633	3/1/2015
FanBridge, Inc.	453,896	643,896	*
FanDuel, Inc.	424,786	424,786	9/1/2016
Fast Labs, Inc.	227,681	227,681	9/1/2016
FlipTop, Inc.	641,608	641,608	6/1/2015
Giga Omni Media, Inc.	4,625,771	4,625,771	2/1/2016
Good Eggs, Inc.	461,907	461,907	5/1/2016
Grovo Learning, Inc.	694,726	694,726	3/1/2017
HEXAGRAM 49, Inc.	870,798	870,798	1/1/2016
Identified, Inc.	2,758,848	2,758,848	6/1/2016
isocket, Inc.	563,889	563,889	1/1/2015
Julep Beauty, Inc.	1,846,432	1,846,432	1/1/2016
Jun Group, LLC	739,617	739,617	11/1/2014
Kanjoya, Inc.	256,079	256,079	4/1/2014
KargoCard, Co.	1,124,537	1,124,537	1/1/2016
Kitsy Lane, Inc.	220,306	220,306	12/1/2015
Kiwi Crate, Inc.	686,876	686,876	8/1/2016
Komli Media, Inc.	6,613,076	6,613,076	11/1/2015
Kulbyt, Inc.	298,848	298,848	8/1/2015
Lemon, Inc.	1,422,078	1,422,078	6/1/2016
Lenddo International	2,115,097	2,115,097	12/1/2015
Lightside Games, Inc.	279,230	310,230	*
LocalResponse, Inc.	672,081	672,081	3/1/2016
LOLapps, Inc.	112,087	112,087	1/1/2014
MeetMe, Inc.	2,627,067	2,627,067	4/1/2016
Modasuite, Inc.	1,897,944	1,897,944	7/1/2016
ModeWalk, Inc.	283,624	283,624	1/1/2015
Mojo Motors, Inc.	78,783	78,783	6/1/2014
Monetate, Inc.	3,965,432	3,965,432	5/1/2015
Navigating Cancer, Inc.	1,734,172	1,734,172	7/1/2016
nPario, Inc.	199,940	397,940	*
Osix Corporation	535,542	535,542	10/1/2016
PerformLine, Inc.	230,708	230,708	1/1/2015
Piryx, Inc.	1,698,225	1,698,225	8/1/2016
Playstudios, Inc.	2,440,369	2,440,369	11/1/2015
Pleygo, Inc.	205,511	205,511	12/1/2016
Quantcast Corp.	8,633,077	8,633,077	4/1/2015
Radius Intelligence, Inc.	1,885,124	1,885,124	3/1/2016
Relay Network, LLC	1,367,269	1,367,269	7/1/2015
Retail Innovation Group	2,357,012	2,357,012	7/1/2016
Rivet Games, Inc.	270,574	337,574	*
Santa.com, Inc.	402,227	802,227	*
The SavvySource For Parents, Inc.	634,728	634,728	7/1/2015
Schooltube, Inc.	104,289	104,289	5/1/2016
Shutl Limited	584,391	584,391	5/1/2016
Sightly, Inc.	225,249	725,249	*

12

Sittercity, Inc.		1,799,622		1,799,622		6/1/2015
Smart Lunches, Inc.		230,530		230,530		6/1/2016
Sociable Labs, Inc.		454,109		454,109		7/1/2016
SocialChorus, Inc.		634,412		634,412		9/1/2014
Spotlight Ticket Management, Inc.		377,307		377,307		9/1/2015
StitchFix, Inc.		982,996		982,996		8/1/2016
StumbleUpon, Inc.		1,171,336		1,171,336		12/1/2015
TangoCard, Inc.		295,399		295,399		3/1/2015
Topsy Labs, Inc.		3,700,252		3,700,252		5/1/2016
True & Co., Inc.		1,173,478		1,173,478		6/1/2016
UserVoice, Inc.		768,252		768,252		11/1/2015
Vertical Acuity, Inc.		73,297		83,297		*
Waluzi, Inc.		107,622		107,622		8/1/2016
We Heart It, Inc.		1,104,271		1,104,271		2/1/2017
Weddington Way, Inc.		1,202,994		1,202,994		11/1/2016
YouDocs Beauty, Inc.		1,185,598		1,185,598		6/1/2016
Subtotal:	53.7%	$	104,516,141	$	106,101,149
Medical Devices
Avedro, Inc.		$	4,248,561	$	4,248,561	10/1/2015
AxioMed, Inc.		1,855,973		1,855,973		4/1/2016
Cellscape Corp.		935,549		935,549		1/1/2016
Cervilenz, Inc.		3,534,922		3,534,922		4/1/2016
ConforMIS, Inc.		1,487,662		1,487,662		5/1/2014
HourGlass Technologies, Inc.		215,448		841,448		*
MimOSA, Inc.		289,571		289,571		2/1/2015
NasoForm, Inc.		231,657		231,657		2/1/2015
Oculus Innovative Sciences, Inc.		1,325,765		1,325,765		2/1/2015
Redox Biomedical		1,800,000		3,600,000		*
Sonoma Orthopedic Products, Inc.		3,411,084		3,411,084		9/1/2015
Spinal Kinetics, Inc.		14,334		14,334		10/1/2013
Xlumena, Inc.		270,876		270,876		5/1/2014
Zipline Medical, Inc.		1,678,435		1,678,435		1/1/2016
Subtotal:	11%	$	21,299,837	$	23,725,837
Other Healthcare
Clypd, Inc.		$	708,543	$	708,543	11/1/2016
Cogito Health, Inc.		374,912		374,912		3/1/2017
Counsyl, Inc.		3,188,628		3,188,628		5/1/2015
Ekso Bionics, Inc.		2,407,650		3,209,650		*
Health Guru Media, Inc.		1,701,406		1,701,406		12/1/2014
Mulberry Health, Inc.		4,721,707		4,721,707		12/1/2017
Pathway Genomics Corp.		1,259,663		1,259,663		12/1/2014
Practice Fusion, Inc.		7,131,061		7,131,061		6/1/2016
Quantia Communications, Inc.		2,539,749		2,539,749		9/1/2014
Therapydia, Inc.		221,414		221,414		9/1/2016
Wellfount Corp.		1,573,358		1,573,358		9/1/2015

13

Subtotal:	13.3%	$	25,828,091	$	26,630,091
Other Technology
Daylight Solutions, Inc.		$	2,576,010	$	2,576,010	7/1/2015
Demand Energy Networks, Inc.		418,177		518,177		1/1/2016
Ecologic Brands, Inc.		653,192		653,192		2/1/2017
LanzaTech New Zealand Ltd.		14,000,653		14,000,654		7/1/2016
nScaled, Inc.		772,357		772,357		1/1/2016
Pinnacle Engines, Inc.		1,829,596		1,829,596		3/1/2015
Prana Holdings, Inc.		7,257,854		7,257,854		7/1/2016
Pure Energies Group, Inc.		1,392,883		1,392,883		6/1/2016
Solaria Corp.		1,032,617		1,512,617		9/1/2014
Svaya Nanotechnologies, Inc.		457,699		457,699		12/1/2014
Thoughtful Media Group, Inc.		547,375		1,047,375		*
Tribogenics, Inc.		569,792		569,792		9/1/2016
Wallaby Financial, Inc.		132,039		132,039		8/1/2016
YPX Cayman Holdings Co.		1,905,913		1,905,913		4/1/2016
ZeaChem, Inc.		1,233,615		4,935,615		*
Subtotal:	17.9%	$	34,779,772	$	39,561,773
Security
Kinamik, Inc.		$	306,408	$	616,408	*
Pandesa Corp.		237,446		237,446		2/1/2015
Uplogix, Inc.		1,933,787		1,933,787		7/1/2015
Subtotal:	1.3%	$	2,477,641	$	2,787,641
Software
AcousticEye, Ltd.		$	286,984	$	286,984	12/1/2015
Appconomy, Inc.		1,341,362		2,683,362		*
Artificial Solutions ASH AB		878,274		878,274		2/1/2015
Brightpearl, Inc.		700,759		700,759		6/1/2016
Ceros, Inc.		705,330		705,330		4/1/2016
ClearPath, Inc.		860,415		860,415		5/1/2016
Corduro, Inc.		70,312		160,312		*
D Software, Inc.		134,142		134,142		12/1/2014
Dataium, LLC		516,940		516,940		3/1/2016
eCommera LTD.		2,908,255		2,908,255		8/1/2016
Encoding.com, Inc.		713,347		713,347		11/1/2016
gloStream, Inc.		1,213,500		1,213,500		11/1/2015
Image Vision Labs, Inc.		105,871		105,871		6/1/2014
Innerworkings Holdings, Ltd.		224,333		466,333		*
Innotas, Inc.		215,763		215,763		3/1/2014
Intalio, Inc.		661,783		661,783		6/1/2015
Kareo, Inc.		6,325,934		6,325,934		1/1/2016
Lex Machina, Inc.		125,730		125,730		4/1/2014
Lulo Ventures, Inc.		1,179,812		1,179,812		8/1/2016
Mantara, Inc.		594,140		1,184,703		2/1/2015

14

MediaPlatform, Inc.		698,784		698,784		3/1/2016
NewVoiceMedia, Ltd.		1,699,368		1,699,368		2/1/2015
OrderGroove, Inc.		576,203		576,203		6/1/2016
Palantir Technologies, Inc.		13,995,558		13,995,559		4/1/2016
PivotLink, Inc.		2,960,437		2,960,437		11/1/2015
Pursway, Inc.		1,803,251		1,803,251		3/1/2016
Quantisense, Inc.		1,019,366		1,019,366		6/1/2015
Riskonnect, Inc.		662,576		662,576		8/1/2015
SCVNGR, Inc.		413,199		413,199		10/1/2016
ServiceMesh, Inc.		3,781,362		3,781,362		6/1/2016
SnapLogic, Inc.		2,308,564		2,308,564		7/1/2016
SoundHound, Inc.		1,426,203		1,426,203		4/1/2016
STG-Impact Holdings Corp.		9,497,794		9,497,793		3/1/2016
StreetLight Data		108,468		108,468		9/1/2016
Superfish, Inc.		1,103,764		1,103,764		10/1/2015
Target Data, Inc.		698,603		698,603		9/1/2015
The Cloudscaling Group, Inc.		1,921,566		1,921,566		9/1/2015
Top Hat Monocle Corp.		937,078		937,078		7/1/2016
Vuemix, Inc.		191,915		191,915		8/1/2015
Workspot, Inc.		209,905		209,905		9/1/2016
Xceedium, Inc.		620,771		620,771		4/1/2015
XOS Technologies, Inc.		1,173,148		1,173,148		10/1/2014
Subtotal:	34.7%	$	67,570,869	$	69,835,432
Technology Services
BidPal, Inc.		$	1,068,880	$	1,068,880	12/1/2015
Blazent, Inc.		949,616		949,616		5/1/2016
Boost Media, Inc.		475,151		475,151		1/1/2016
BountyJobs, Inc.		1,626,692		1,626,692		7/1/2015
Callisto Media, Inc.		826,097		826,097		9/1/2016
DigitalPath, Inc.		2,004,190		2,004,190		1/1/2016
Grassroots Unwired, Inc.		107,983		107,983		8/1/2016
Maxi Mobility, Inc.		219,280		219,280		7/1/2016
Perfect Market, Inc.		2,712,795		2,712,795		1/1/2016
Rated People, Ltd.		2,732,269		2,732,269		11/1/2015
Scripted, Inc.		88,596		88,596		1/1/2016
The New Orleans Exchange, Inc.		5,410,875		5,410,875		1/1/2016
Subtotal:	9.4%	$	18,222,424	$	18,222,424
Wireless
AppStack, Inc.		$	404,141	$	404,141	12/1/2015
Azumio, Inc.		1,108,185		1,108,185		8/1/2015
Cellfire, Inc.		512,263		512,263		12/1/2014
Corona Labs, Inc.		671,783		671,783		2/1/2016
Flint Mobile, Inc.		1,117,525		1,117,525		1/1/2016
GPShopper, LLC		456,073		456,073		12/1/2015
July Systems, Inc.		903,980		903,980		10/1/2014

15

Meru Networks, Inc.		7,316,047		7,316,048		8/1/2015
Physical Graph Corporation		1,893,014		1,893,014		4/1/2017
Quixey, Inc.		3,221,650		3,221,649		6/1/2016
StarMaker Interactive, Inc.		268,099		268,099		2/1/2015
Zipit Wireless, Inc.		484,389		484,389		10/1/2014
Subtotal:	9.4%	$	18,357,149	$	18,357,149
Total (Cost of $320,948,861):	159.5%	$	310,264,289	$	322,748,861

*As of September 30, 2013, loans with a cost basis of $19.6 million and a fair value of $10.3 million were classified as non-accrual. These loans have been accelerated from original maturity and are due in their entirety. During the period for which these loans have been on non-accrual status, no interest income has been recognized.

All loans as of December 31, 2012 were to non-affiliates and consisted of the following:

	Percentage of	Estimated Fair		Par Value		Final
Borrower	Net Assets	Value 12/31/12		12/31/2012		Maturity Date
Biotechnology
Stem CentRx, Inc.		$	396,153	$	396,153	1/1/2014
Subtotal:	0.2%	$	396,153	$	396,153
Carrier Networking
VocalNet, LLC		$	362,422	$	362,422	11/1/2015
Subtotal:	0.2%	$	362,422	$	362,422
Computers & Storage
D-Wave Systems, Inc.		$	395,930	$	395,930	1/1/2014
Veloxum, Inc.		316,093		416,093		*
Vidyo, Inc.		9,428,246		9,428,246		11/1/2015
Subtotal:	5.2%	$	10,140,269	$	10,240,269
Enterprise Networking
BurstPoint Networks, Inc.		$	679,001	$	679,001	12/1/2015
Subtotal:	0.3%	$	679,001	$	679,001
Internet
Beach Mint, Inc.		$	11,615,878	$	11,615,878	3/1/2016
Blekko, Inc.		2,185,590		2,185,590		9/1/2015
Bloomspot, Inc.		4,099,800		4,099,800		1/1/2015
Care2, Inc.		1,412,056		1,412,056		9/1/2014
Catch.com, Inc.		892,763		892,763		5/1/2014
Central Desktop, Inc.		3,743,877		3,743,877		8/1/2015
CloudTalk, Inc.		4,884		128,753		*
DailyFeats, Inc.		467,100		467,100		5/1/2015
Direct Media Technologies, Inc.		2,314,309		2,314,309		12/1/2014
EDO Interactive, Inc.		2,201,245		2,201,245		11/1/2014
EyeView, Inc.		1,722,408		1,722,408		3/1/2015
FanBridge, Inc.		687,559		687,559		11/1/2014

16

FlipTop, Inc.	898,407	898,407	6/1/2015
Giga Omni Media, Inc.	4,637,753	4,637,753	2/1/2016
HEXAGRAM 49, INC	456,812	456,812	11/1/2015
Identified, Inc.	3,245,247	3,245,247	12/1/2015
Ignighter, Inc.	310,738	310,738	6/1/2014
Insider Guides, Inc.	930,035	930,035	9/1/2014
isocket, Inc.	806,786	806,786	1/1/2015
Julep Beauty, Inc.	1,380,741	1,380,741	9/1/2015
Jun Group, LLC	1,066,904	1,066,904	11/1/2014
Just Fabulous, Inc.	4,710,629	4,710,629	6/1/2015
Kanjoya, Inc.	551,975	551,975	4/1/2014
KargoCard, Co.	388,542	388,542	5/1/2015
Kitsy Lane, Inc.	236,077	236,077	12/1/2015
Komli Media, Inc.	6,979,081	6,979,081	11/1/2015
Kulbyt, Inc.	379,520	379,520	8/1/2015
Lenddo International	2,338,737	2,338,737	12/1/2015
LifeShield, Inc.	1,942,433	1,942,433	9/1/2015
Lightside Games, Inc.	365,385	365,385	5/1/2015
LiveMocha, Inc.	2,354,090	2,354,090	6/1/2015
LOLapps, Inc.	423,796	423,796	1/1/2014
ModeWalk, Inc.	406,422	406,422	1/1/2015
Mojo Motors, Inc.	171,367	171,367	6/1/2014
Monetate, Inc.	5,490,875	5,490,875	5/1/2015
Navigating Cancer, Inc.	662,077	662,077	9/1/2015
NetBase Solutions Inc.	1,807,831	1,807,831	8/1/2015
Osix Corporation	452,285	452,285	1/1/2016
PerformLine, Inc.	344,318	344,318	1/1/2015
Philotic, Inc.	40,782	40,782	8/1/2013
Piryx, Inc.	1,339,235	1,339,235	8/1/2014
PixelFish, Inc.	987,793	987,793	8/1/2014
Playstudios, Inc.	2,854,116	2,854,116	11/1/2015
Quantcast Corp.	12,861,622	12,861,622	4/1/2015
Radius Intelligence, Inc.	1,291,290	1,291,290	8/1/2015
Relay Network, LLC	1,824,187	1,824,187	7/1/2015
Rivet Games, Inc.	398,500	998,500	*
Santa.com, Inc.	721,227	802,227	*
The SavvySource For Parents, Inc.	628,878	838,878	*
Sittercity, Inc.	2,835,579	2,835,579	6/1/2015
SocialChorus, Inc.	1,044,570	1,044,570	9/1/2014
Spotlight Ticket Management, Inc.	437,447	437,447	9/1/2015
StitchFix, Inc.	404,978	404,978	1/1/2015
StumbleUpon, Inc.	1,444,672	1,444,672	12/1/2015
TangoCard, Inc.	420,018	420,018	3/1/2015
Thecomplete.me, Inc.	450,355	450,355	12/1/2015
Topsy Labs, Inc.	3,805,634	3,805,634	1/1/2016
True & Co., Inc.	692,632	692,632	2/1/2016

17

UserVoice, Inc.		936,196		936,196		11/1/2015
Vertical Acuity, Inc.		84,797		94,797		*
WeddingWire, Inc.		404,507		404,507		2/1/2014
Youku.com, Inc.		598,619		598,619		7/1/2013
Subtotal:	57.1%	$	111,593,966	$	112,618,835
Medical Devices
Avedro, Inc.		$	5,880,371	$	5,880,371	10/1/2015
C8 Medisensors, Inc.		4,119,906		4,119,906		2/1/2015
Cellscape Corp.		1,083,900		1,083,900		9/1/2015
Cervilenz, Inc.		2,753,599		2,753,599		12/1/2015
ConforMIS, Inc.		2,964,771		2,964,771		5/1/2014
Fluxion Biosciences, Inc.		654,999		654,999		12/1/2013
HourGlass Technologies, Inc.		193,225		819,225		*
MimOSA, Inc.		418,118		418,118		2/1/2015
NasoForm, Inc.		334,495		334,495		2/1/2015
O2 MedTech, Inc.		13,116		666,116		*
Oculus Innovative Sciences, Inc.		1,930,287		1,930,287		2/1/2015
Sonoma Orthopedic Products, Inc.		4,240,260		4,240,260		9/1/2015
Spinal Kinetics, Inc.		453,933		453,933		10/1/2013
Xlumena, Inc.		596,038		596,038		5/1/2014
Zipline Medical, Inc.		1,880,700		1,880,700		9/1/2015
Subtotal:	14.0%	$	27,517,718	$	28,796,718
Other Healthcare
Counsyl, Inc.		$	4,313,347	$	4,313,347	5/1/2015
Ekso Bionics, Inc.		4,143,859		4,143,859		5/1/2015
Health Guru Media, Inc.		2,644,694		2,644,694		12/1/2014
NABsys, Inc.		4,600,771		4,600,771		5/1/2015
Pathway Genomics Corp.		1,869,882		1,869,882		12/1/2014
Quantia Communications, Inc.		4,153,911		4,153,911		9/1/2014
Treato, Ltd.		1,179,259		1,179,259		6/1/2015
Wellfount Corp.		1,973,955		1,973,955		10/1/2014
Subtotal:	12.7%	$	24,879,678	$	24,879,678
Other Technology
Daylight Solutions, Inc.		$	3,475,501	$	3,475,501	7/1/2015
Demand Energy Networks, Inc.		775,306		775,306		1/1/2016
EcoSMART Technologies, Inc.		731,451		731,451		3/1/2014
Kabbage, Inc.		2,139,853		2,139,853		9/1/2015
LanzaTech New Zealand Ltd.		9,381,751		9,381,751		4/1/2016
Lehigh Technologies, Inc.		2,204,908		2,204,908		2/1/2015
Myine Electronics, Inc.		780,276		780,276		4/1/2015
nScaled, Inc.		173,023		173,023		11/1/2015
Pinnacle Engines, Inc.		2,534,722		2,534,722		3/1/2015
PlantSense, Inc.		94,534		183,044		*
Relume Technologies, Inc.		1,400,962		1,400,962		1/1/2015

18

Solaria Corp.		2,141,003		2,141,003		9/1/2014
Svaya Nanotechnologies, Inc.		704,492		704,492		12/1/2014
Thoughtful Media Group, Inc.		547,375		1,047,375		*
YPX Cayman Holdings Co.		749,260		749,260		10/1/2015
ZeaChem, Inc.		5,546,802		5,546,802		4/1/2015
Subtotal:	17.0%	$	33,381,219	$	33,969,729
Security
Kinamik, Inc.		$	541,085	$	601,085	*
Pandesa Corp.		358,731		358,731		2/1/2015
Uplogix, Inc.		2,803,005		2,803,005		7/1/2015
Subtotal:	1.9%	$	3,702,821	$	3,762,821
Software
AcousticEye, Ltd.		$	608,301	$	608,301	9/1/2015
Appconomy, Inc.		2,802,553		2,802,553		5/1/2015
Artificial Solutions ASH AB		1,215,369		1,215,369		2/1/2015
ClearPath, Inc.		789,980		789,980		11/1/2014
Corduro, Inc.		168,707		258,707		*
D Software, Inc.		202,558		202,558		12/1/2014
gloStream, Inc.		1,239,502		1,239,502		4/1/2015
Image Vision Labs, Inc.		212,671		212,671		6/1/2014
Innerworkings Holdings, Ltd.		536,348		536,348		10/1/2014
Innotas, Inc.		492,295		492,295		3/1/2014
Intalio, Inc.		705,242		705,242		6/1/2015
Kareo, Inc.		5,839,433		5,839,433		10/1/2015
KIT Digital, Inc.		8,604,248		9,564,248		*
Knowledge Adventure, Inc.		2,310,508		2,310,508		12/1/2014
Lending Stream, Ltd.		4,854,669		4,854,669		12/1/2014
Lex Machina, Inc.		265,762		265,762		4/1/2014
Mantara, Inc.		1,647,473		1,647,473		2/1/2015
Medsphere Systems Corp.		1,720,701		1,720,701		6/1/2014
NewVoiceMedia, Ltd.		2,564,879		2,564,879		2/1/2015
Nolio, Inc.		1,523,456		1,523,456		1/1/2015
Palantir Technologies, Inc.		5,214,444		5,214,444		3/1/2014
PivotLink, Inc.		3,190,253		3,190,253		12/1/2014
Pursway, Inc.		1,909,799		1,909,799		7/1/2015
Quantisense, Inc.		1,366,126		1,366,126		6/1/2015
Riskonnect, Inc.		887,653		887,653		8/1/2015
SoundHound, Inc.		356,955		356,955		9/1/2013
STG-Impact Holdings Corp.		10,711,009		10,711,009		3/1/2016
Superfish, Inc.		725,188		725,188		4/1/2015
Target Data, Inc.		539,144		539,144		6/1/2015
The Cloudscaling Group, Inc.		2,377,402		2,377,402		9/1/2015
Validare, Inc.		—		92,055		*
Vizit, Inc.		410,847		410,847		11/1/2014
Vyumix, Inc.		265,375		265,375		8/1/2015

19

WebLink International, Inc.		1,202,940		1,202,940		4/1/2015
Xceedium, Inc.		853,764		853,764		4/1/2015
XOS Technologies, Inc.		1,531,914		1,531,914		10/1/2014
Subtotal:	35.6%	$	69,847,468	$	70,989,523
Technology Services
BountyJobs, Inc.		$	2,206,949	$	2,206,949	7/1/2015
DigitalPath, Inc.		2,350,378		2,350,378		10/1/2015
Perfect Market, Inc.		1,801,469		1,801,469		6/1/2015
Rated People LTD.		3,039,041		3,039,041		11/1/2015
The New Orleans Exchange, Inc.		5,646,732		5,646,732		1/1/2016
Subtotal:	7.7%	$	15,044,569	$	15,044,569
Wireless
Azumio, Inc.		$	1,423,353	$	1,423,353	8/1/2015
Cellfire, Inc.		764,140		764,140		12/1/2014
Flint Mobile, Inc.		1,162,520		1,162,520		1/1/2016
GPShopper, LLC		562,491		562,491		12/1/2015
July Systems, Inc.		1,632,570		1,632,570		10/1/2014
Meru Networks, Inc.		9,643,029		9,643,029		8/1/2015
StarMaker Interactive, Inc.		380,051		380,051		2/1/2015
Zipit Wireless, Inc.		735,264		735,264		10/1/2014
Subtotal:	8.3%	$	16,303,418	$	16,303,418
Total (Cost of $318,043,136):	160.2%	$	313,848,702	$	318,043,136

*As of December 31, 2012, loans with a cost basis of $16.5 million and a fair value of $12.3 million were classified as non-accrual. These loans have been accelerated from original maturity and are due in their entirety. During the period for which these loans have been on non-accrual status, no interest income has been recognized.

The Fund provides asset-based financing primarily to start-up and emerging growth venture-capital-backed companies.  These loans are generally secured by assets of the borrowers.  As a result, the Fund is subject to general credit risk associated with such companies.  As of September 30, 2013 and December 31, 2012, the Fund had unexpired unfunded commitments to borrowers of $45.6 million and $63.9 million, respectively.

Valuation Hierarchy

The Fund categorizes its fair value measurements according to a three-level hierarchy as required by GAAP. The hierarchy prioritizes the inputs used by the Fund's valuation techniques. A level is assigned to each fair value measurement based on the lowest level input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows:

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

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Transfer of investments between levels of the fair value hierarchy are recorded on the actual date of the event or

change in circumstances that caused the transfer. There were no transfers in and out of Level 1, 2, and 3 during the

period ended September 30, 2013.

The Fund's cash equivalents were valued at the traded net asset value of the money market mutual fund. As a result, these measurements are classified as Level 1. The Fund's investments in the interest rate swaps are based on quotes from the market makers and therefore, are classified as Level 2. The Fund uses estimated exit values when determining the value of its investments.  Because loan transactions are individually negotiated and unique, and there is no market in which these assets trade, the inputs for these assets, which are discussed in the Valuation Methods listed above, are classified as Level 3.

The following table provides quantitative information about the Fund's Level 3 fair value measurements of its investments as of September 30, 2013. In addition to the techniques and inputs noted in the table below, the Fund may also use other valuation techniques and methodologies when determining its fair value measurements. The below table is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to the Fund's fair value measurements.

Investment Type
Level 3	Fair Value at	Valuation Techniques/		Weighted Average/
Debt Investments Industry	9/30/2013	Methodologies	Unobservable Input	Range
Computer & Storage	$11,745,810	Hypothetical Market Analysis	Hypothetical Market Coupon Rate	18%
		Liquidation	Investment Collateral	$206,093
Enterprise Networking	$3,120,347	Hypothetical Market Analysis	Hypothetical Market Coupon Rate	18%
Internet	$104,516,141	Hypothetical Market Analysis	Hypothetical Market Coupon Rate	17%
		Liquidation	Investment Collateral	$5,000 - $453,896
Medical Devices	$21,299,837	Hypothetical Market Analysis	Hypothetical Market Coupon Rate	16%
		Liquidation	Investment Collateral	$215,448-$1,800,000
Other Healthcare	$25,828,091	Hypothetical Market Analysis	Hypothetical Market Coupon Rate	16%
		Liquidation	Investment Collateral	$2,407,650
Other Technology	$34,779,772	Hypothetical Market Analysis	Hypothetical Market Coupon Rate	16%
		Liquidation	Investment Collateral	$547,375-$1,233,615
Security	$2,477,641	Hypothetical Market Analysis	Hypothetical Market Coupon Rate	17%
		Liquidation	Investment Collateral	$306,408
Software	$67,570,869	Hypothetical Market Analysis	Hypothetical Market Coupon Rate	16%
		Liquidation	Investment Collateral	$70,312-$1,341,362
Technology Services	$18,222,424	Hypothetical Market Analysis	Hypothetical Market Coupon Rate	16%
Wireless	$18,357,149	Hypothetical Market Analysis	Hypothetical Market Coupon Rate	16%
Other*	$2,346,208	Hypothetical Market Analysis	Hypothetical Market Coupon Rate	25%
	$310,264,289

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*Other loans as of September 30, 2013 were comprised of companies in the Biotechnology and Carrier Networking industries.

The following table presents the balances of assets and liabilities as of September 30, 2013 and December 31, 2012 measured at fair value on a recurring basis:

As of September 30, 2013	Level 1		Level 2		Level 3		Total
ASSETS:
Loans*	$	—	$	—	$	310,264,289	$	310,264,289
Cash equivalents	19,722,006		—		—		19,722,006
Total	$	19,722,006	$	—	$	310,264,289	$	329,986,295
LIABILITIES:
Interest rate swap agreements	$	—	$	1,094,068	$	—	$	1,094,068
Total	$	—	$	1,094,068	$	—	$	1,094,068

As of December 31, 2012	Level 1		Level 2		Level 3		Total
ASSETS:
Loans*	$	—	$	—	$	313,848,702	$	313,848,702
Cash equivalents	16,244,714		—		—		16,244,714
Total	$	16,244,714	$	—	$	313,848,702	$	330,093,416
LIABILITIES:
Interest rate swap agreement	$	—	$	1,761,347	$	—	$	1,761,347
Total	$	—	$	1,761,347	$	—	$	1,761,347

*For a detailed listing of borrowers comprising this amount please refer to Note 3, Summary of Investments.

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

	For the Three Months Ended September 30, 2013								For the Nine Months Ended September 30, 2013
	Loans			Warrants			Stock		Loans			Warrants			Stock
Beginning balance	$	320,102,329		$	—		$	—	$	313,848,702		$	—		$	—
Acquisitions and originations	31,566,364			2,604,343			—		124,352,523			9,033,854			262,252
Principal reductions	(38,817,982		)	—			—		(118,985,517		)	—			—
Distribution to shareholder	—			(2,604,343		)	—		—			(9,033,854		)	(262,252		)
Net change in unrealized loss from investments	(1,899,563		)	—			—		(6,490,138		)	—			—
Net realized loss from investments	(686,859		)	—			—		(2,461,281		)	—			—
Ending balance	$	310,264,289		$	—		$	—	$	310,264,289		$	—		$	—
Net change in unrealized loss on investments relating to investments still held at September 30, 2013	$	(1,899,563	)						$	(8,493,701	)

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	For the Three Months Ended September 30, 2012									For the Nine Months Ended September 30, 2012
	Loans			Warrants			Stock			Loans			Warrants			Stock
Beginning balance	$	260,453,972		$	—		$	—		$	174,777,564		$	—		$	—
Acquisitions and originations	$	39,334,541		2,469,065			251,389			167,000,882			10,824,957			527,119
Principal reductions	$	(18,479,996	)	—			—			(58,289,591		)	—			—
Distribution to shareholder	—			(2,469,065		)	(251,389		)	—			(10,824,957		)	(527,119		)
Net change in unrealized loss from investments	$	(1,198,871	)	—			—			(3,379,209		)	—			—
Net realized loss from investments	$	(24,561	)	—			—			(24,561		)	—			—
Ending balance	$	280,085,085		$	—		$	—		$	280,085,085		$	—		$	—
Net change in unrealized loss on investments relating to investments still held at September 30, 2012	$	(1,308,871	)							$	(3,379,209	)

4. EARNINGS PER SHARE

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

5. CAPITAL STOCK

As of September 30, 2013 and December 31, 2012, there were 10,000,000 shares of $0.001 par value common stock authorized, and 100,000 shares issued and outstanding.  Total committed capital of the Company, as of September 30, 2013, was $294.0 million.  Total contributed capital to the Company through September 30, 2013 and December 31, 2012 was $279.3 million and $264.6 million, respectively, of which $241.5 million and $233.5 million, respectively, was contributed to the Fund.  

The chart below shows the distributions of the Fund for the nine months ended September 30, 2013 and 2012.

	For the Nine Months Ended September 30, 2013		For the Nine Months Ended September 30, 2012
Cash distributions	$	24,600,000	$	18,470,000
Distributions of equity securities	9,296,106		11,352,076
Total distributions to shareholder	$	33,896,106	$	29,822,076

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

6. DEBT FACILITY

The Fund has established a secured revolving loan facility in an amount of up to $160 million with Union Bank, N.A., Wells Fargo Bank, N.A. and Bank Leumi USA.  Pursuant to the Loan Agreement, as amended, the Fund has the option to request that the lenders providing the facility increase the borrowing availability thereunder to no more than

23

$170 million in the aggregate, as commitments may be obtained. Loans under the facility may be, at the option of the Fund, either Reference Rate loans (as defined in the agreement) or LIBOR loans.

The facility will terminate on September 23, 2014, but can be accelerated in the event of default, such as failure by the Fund to make timely interest or principal payments. As of September 30, 2013, $134.9 million is outstanding under the facility.

Borrowings under the facility are collateralized by receivables under loans advanced by the Fund with assignment to the financial institution, plus other assets of the Fund. The amortization schedule for each borrowing under the facility is expected to correspond to the amortization of the loans supporting each borrowing. The Fund pays a commitment fee of 0.325 percent (annual fee paid quarterly) based on the total commitment related to the facility.  The Fund pays interest on its borrowings and also pays a fee on the unused portion of the facility.

Bank fees of $750,000 were incurred in connection with the facility. The bank fees and other costs incurred have been capitalized and are amortized to interest expense on a straight line basis over the expected life of the facility. As of September 30, 2013, the remaining unamortized fees and costs of $491,798 were amortized over the expected life of the facility (September 2014).

The facility is revolving and as such does not have a specified repayment schedule, although advances are secured by the assets of the Fund and thus repayments will be required as assets decline. The facility contains various covenants including financial covenants related to: (i) debt to net worth ratio, (ii) minimum debt service coverage ratio, (iii) interest coverage ratio, (iv) asset coverage, (v) asset coverage under investment company act, (vi) maximum loan loss reserves, and (vii) unfunded commitment ratio. There are also various restrictive covenants, including limitations on (i) the incurrence of liens, (ii) consolidations, mergers and asset sales, and (iii) capital expenditures. As of September 30, 2013, Management believes that the Fund was in compliance with these covenants.

The following is the summary of the outstanding facility draws as of September 30, 2013:

Roll-Over Date	Amount		Maturity Date	Floating Interest Rate
July 18, 2013	$	134,900,000	10/18/2013*	3.00%
TOTAL OUTSTANDING	$	134,900,000

* Loan was subsequently rolled for a 90-day LIBOR loan, maturing on January 18, 2014.

7. INTEREST RATE SWAP AGREEMENTS

On February 18, 2011, the Fund entered into an interest rate swap transaction with Union Bank, N.A. to convert floating rate liabilities to fixed rates. The purpose of the interest rate swap agreement is to protect the Fund against rising interest rates. The Fund continues to adjust the notional principal amount as the outstanding balance under the debt facility changes. As of September 30, 2013, the notional principal amount was $102 million. The Fund pays a fixed rate of 1.277 percent and receives from the counterparty a floating rate based on 90-day LIBOR. Payments are made quarterly and will terminate on September 23, 2014.

On June 26, 2012, the Fund entered into an interest rate swap transaction with Wells Fargo Bank, N.A. to convert floating rate liabilities to fixed rates. The purpose of the interest rate swap agreement is to protect the Fund against rising interest rates. The Fund continues to adjust the notional principal amount as the outstanding balance under the debt facility changes. As of September 30, 2013, the notional principal amount was $43.8 million. The Fund pays a fixed rate of 0.501 percent and receives from the counterparty a floating rate based on 90-day LIBOR. Payments are made quarterly and will terminate on September 23, 2014.

As of September 30, 2013, the total fair value of the interest rate swaps was $(1.1) million and is recorded in accounts payable and other accrued liabilities in the Condensed Statements of Assets and Liabilities. Change in unrealized gain from hedging activities of $0.1 million and $0.7 million, and net realized loss from hedging activities of $0.3 million

24

and $0.8 million, for the three and nine months ended September 30, 2013, respectively, were included in net realized and change in unrealized loss from hedging activities in the Condensed Statements of Operations.

As of September 30, 2013 and December 31, 2012, the fair value of the Fund's derivative financial instruments were as follows:

	Liability Derivatives
	September 30, 2013			December 31, 2012
Derivatives Not Designated as Hedging Instruments:	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate swap agreements	Accounts payable and other accrued liabilities	$	1,094,068	Accounts payable and other accrued liabilities	$	1,761,347

For the three and nine months ended September 30, 2013 and 2012, the derivative financial instruments had the following effect on the Fund's Condensed Statements of Operations:

		For the three months ended		For the nine months ended
Derivatives Not Designated as Hedging Instruments:	Location of Gain (Loss) Recognized	September 30, 2013	September 30, 2012	September 30, 2013	September 30, 2012
Interest rate swap agreements	Net realized and unrealized loss from hedging activities	$(146,149)	$(505,935)	$(159,410)	$(1,211,547)

8.  FINANCIAL HIGHLIGHTS

GAAP requires disclosure of financial highlights of the Fund for the periods presented, the three and nine months ended September 30, 2013.  The total rate of return is defined as the return based on the change in value during the period of a theoretical investment made at the beginning of the period.  The total rate of return assumes a constant rate of return for the Fund during the period reported and weights each cash flow by the amount of time held in the Fund.  This required methodology differs from an internal rate of return.

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

Beginning and ending net asset values per share are based on the beginning and ending number of shares outstanding.

Other per share information is calculated based upon the aggregate weighted average net assets of the Fund for the periods presented.

25

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

	For the Three Months Ended September 30, 2013			For the Three Months Ended September 30, 2012			For the Nine Months Ended September 30, 2013			For the Nine Months Ended September 30, 2012
Total return **	4.49		%	4.25		%	13.30		%	12.95		%
Per share amounts:
Net asset value, beginning of period	$	1,961.82		$	1,609.26		$	1,959.29		$	1,314.09
Net investment income	113.65			86.03			335.88			229.07
Net change in unrealized and realized gain
loss from investments and hedging
activities	(27.33		)	(17.29		)	(91.10		)	(46.15		)
Net increase in net assets from
operations	86.32			68.74			244.78			182.92
Distributions of income to shareholder	(103.90		)	(83.63		)	(303.00		)	(224.40		)
Return of capital to shareholder	0.86			(25.58		)	(35.96		)	(73.82		)
Capital contributions	—			100.00			80.00			470.00
Net asset value, end of period	$	1,945.10		$	1,668.79		$	1,945.11		$	1,668.79
Net assets, end of period	$	194,510,345		$	166,879,012		$	194,510,345		$	166,879,012
Ratios to average net assets:
Expenses*	7.12		%	7.60		%	7.24		%	7.92		%
Net investment income*	23.37		%	21.06		%	23.10		%	20.51		%
* Annualized
** Total return amounts presented above are not annualized.

26

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

In addition to the historical information contained herein, the information in this Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the securities laws.  These forward-looking statements reflect the current view of Venture Lending & Leasing VI, Inc. (the “Fund”) with respect to future events and financial performance and are subject to a number of risks and uncertainties, many of which are beyond the Fund's control.  All statements, other than statements of historical facts included in this report, regarding the strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of the Fund are forward-looking statements.  When used in this report, the words “will”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.  All forward-looking statements speak only as of the date of this report.  The reader of this Quarterly Report should understand that all such forward-looking statements are subject to various uncertainties and risks that could affect their outcome.  The Fund's actual results could differ materially from those suggested by such forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, variances in the actual versus projected growth in assets, return on assets, loan losses, expenses, rates charged on loans and earned on securities investments and competition.  This entire Quarterly Report should be read to put such forward-looking statements in context and to gain a more complete understanding of the uncertainties and risks involved in the Fund's business. The Fund does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

The Fund is 100% owned by Venture Lending & Leasing VI, LLC (the “Company”).  The Fund's shares of Common Stock, at $0.001 par value, were sold to its shareholder, the Company, under a stock purchase agreement.  The Fund has issued 100,000 of the Fund's 10,000,000 authorized shares.  The Company may make additional capital contributions to the Fund.

The Fund is a financial services company primarily providing financing and advisory services to a variety of carefully selected venture-backed companies primarily located throughout the United States with a focus on growth-oriented companies.  The Fund's portfolio is well diversified and consists of companies in the communications, information services, media, and technology, including software and technology-enabled business services, bio-technology, and medical devices industry sectors, among others.  The Fund's capital is generally used by our portfolio companies to finance acquisitions of fixed assets and/or for working capital.  On June 29, 2010, the Fund completed its first closing of capital contributions, made its first investments, and became a non-diversified, closed-end investment company that elected to be treated as a business development company under the Investment Company Act of 1940.  The Fund elected to be treated for federal income tax purposes as a Regulated Investment Company ("RIC") under the Internal Revenue Code with the filing of its federal corporate income tax return for 2010.  Pursuant to this election, the Fund generally will not have to pay corporate-level taxes on any income it distributes to the Company as dividends, allowing the Company to substantially reduce or eliminate its corporate-level tax liability.

The Fund will seek to meet the ongoing requirements, including the diversification requirements, to qualify as a RIC under the Internal Revenue Code.  If the Fund fails to meet these requirements, it would be taxed as an ordinary corporation on its taxable income for that year (even if that income were distributed to the Company) and all distributions out of its earnings and profits would be taxable to the Members of the Company as ordinary income; thus, such income would be subject to a double layer of tax.  There is no assurance that the Fund will meet the ongoing requirements to qualify as a RIC for tax purposes.

The Fund's investment objective is to achieve superior risk adjusted investment returns.  The Fund seeks to achieve its investment objective by providing debt financing to portfolio companies.  Since inception, the Fund's investing activities have focused primarily on private debt securities.  The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments.  The Fund distributes these warrants to the

27

Company upon receipt.  The Fund also has guidelines for the percentages of total assets which will be invested in different types of assets.

The portfolio investments of the Fund primarily consist of debt financing to venture capital backed companies.  The borrower's ability to repay its loans may be adversely impacted by a number of factors, and as a result, the loan may not fully be repaid.  Furthermore, the Fund's security interest in any collateral over the borrower's assets may be insufficient to make up any shortfall in payments.

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

The Manager also serves as investment manager for Fund V. The amount of each Investment had been allocated 50% to the Fund and 50% to Fund V so long as Fund V had capital available to invest. After February 2011, Fund V was no longer permitted to enter into new commitments to borrowers. Investing the Fund's capital in the same companies in which Fund V invested provided the Fund with greater diversification and access to larger transactions. It resulted in a slower pace of investment than would be the case if the Fund were investing in companies by itself.

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

The Manager also serves as investment manager for Fund VII. The amount of each Investment is allocated 50% to the Fund and 50% to Fund VII so long as the Fund has capital available to invest in loan transactions with final maturities earlier than December 31, 2020 (the date on which the Fund will be dissolved). While investing the Fund's capital in the same companies in which Fund VII is also investing should provide the Fund with greater diversification and access to larger transactions, it can also result in a slower pace of investment than would be the case if the Fund were investing in companies by itself.

Critical Accounting Policies

We identified and determined the most critical accounting principles upon which our financial statements depend by considering accounting policies that involve the most complex or subjective decisions or assessments. Such critical accounting policies relate to the valuation of loans and treatment of non-accrual loans.

Loans are held at estimated fair value as determined by Management, in accordance with the valuation methods described in the valuation of loans section of Note 2 in the Fund's financial statements (Summary of Significant Accounting Policies).  Critical factors in determining the fair value of a loan include payment history, collateral position, financial strength of the borrower, prospects for the borrower raising future equity rounds, likelihood of sale or acquisition of the borrower, and length of expected holding period of the loan, as well as an evaluation of the general interest rate environment.  The actual value of the loans may differ from Management's estimates, which would affect net income as well as assets.

Results of Operations - For the Three and Six Months Ended September 30, 2013 and 2012

Total investment income for the three months ended September 30, 2013 and 2012 was $14.8 million and $11.7 million, respectively, which primarily consisted of interest on the venture loans outstanding. Total investment income for the nine months ended September 30, 2013 and 2012 was $44.1 million and $31.8 million, respectively, which primarily consisted of interest on the venture loans outstanding. The remaining income consisted of interest and dividends on the temporary investment of cash, forfeited commitment fees, and fees earned from waivers to loan agreements. The increase was primarily due to the increase in the average loans outstanding from $266.1 million for the three months ended September 30, 2012 to $308.9 million for the three months ended September 30, 2013 and from $227.0 million for the nine months ended September 30, 2012 to $305.6 million for the nine months ended September 30, 2013. This is also because of the increase in average interest rates from 17.56% for the three months ended September 30, 2012 to 18.44% for the three months ended September 30, 2013 and from 18.54% for the nine months ended September 30, 2012 to 18.79% for the nine months ended September 30, 2013. Interest is

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

Management fees for the three months ended September 30, 2013 and 2012 were $2.1 million and $1.8 million, respectively. Management fees for the nine months ended September 30, 2013 and 2012 were $6.4 million and $5.5 million, respectively. Prior to June 29, 2012, management fees were calculated as 2.5 percent of the committed capital of the Company. Starting on June 29, 2012, management fees are calculated as 2.5 percent of the Fund's total assets. Management fees increased because assets under management as of September 30, 2013 were greater than assets as of September 30, 2012.

Total interest expense was $1.2 million and $1.2 million for the three months ended September 30, 2013 and 2012, respectively. Total interest expense was $3.6 million and $3.0 million for the nine months ended September 30, 2013 and 2012, respectively. Interest expense increased primarily due to the increased average borrowings, which rose from $123.0 million for the three months ended September 30, 2012 to $140.0 million for the three months ended September 30, 2013, and from $100.8 million for the nine months ended September 30, 2012 to $138.8 million for the nine months ended September 30, 2013.

Total banking and professional fees were $0.1 million and less than $0.1 million for the three months ended September 30, 2013 and 2012, respectively. Total banking and professional fees were $0.5 million and $0.3 million for the nine months ended September 30, 2013 and 2012, respectively. The banking and professional fees were comprised of legal, audit, banking and other professional fees. These fees rose in 2013 primarily because of increased legal and accounting fees as the Fund matured.

Total other operating expenses were less than $0.1 million for the three months ended September 30, 2013 and 2012, respectively. Total other operating expenses were less than $0.1 million for the nine months ended September 30, 2013 and 2012, respectively.

Net investment income for the three months ended September 30, 2013 and 2012, was $11.4 million and $8.6 million, respectively. Net investment income for the nine months ended September 30, 2013 and 2012, was $33.6 million and $22.9 million, respectively.

Total net realized loss from investments was $0.7 million and less than $0.1 million for the three months ended September 30, 2013 and 2012, respectively. Total net realized loss from investments was $2.5 million and less than $0.1 million for the nine months ended September 30, 2013 and 2012, respectively.

Net change in unrealized loss from investments was $1.9 million and $1.2 million for the three months ended September 30, 2013 and 2012, respectively. Net change in unrealized loss from investments was $6.5 million and $3.4 million for the nine months ended September 30, 2013 and 2012, respectively. The unrealized loss consists of fair market value adjustments to loans.  

Net change in realized and unrealized loss from hedging activities was 0.1 million and $0.5 million for the three months ended September 30, 2013 and 2012, respectively. Net change in realized and unrealized loss from hedging activities was 0.2 million and $1.2 million for the nine months ended September 30, 2013 and 2012, respectively. The realized and unrealized loss consists of the unrealized losses from hedging activities and the net interest received or paid on the interest rate swap transaction. The Fund entered into interest rate swap transactions with Union Bank, N.A and Wells Fargo Bank, N.A. to convert floating rate liabilities to fixed rates (see Note 7 in the Fund's financial statements).

Net increase in net assets resulting from operations for the three months ended September 30, 2013 and 2012 was $8.6 million and $6.9 million, respectively. Net increase in net assets resulting from operations for the nine months ended September 30, 2013 and 2012 was $24.5 million and $18.3 million, respectively. On a per share basis, the net increase in net assets resulting from operations was $86.32 and $68.74 for the three months ended

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September 30, 2013 and 2012, respectively. On a per share basis, the net increase in net assets resulting from operations was $244.78 and $182.92 for the nine months ended September 30, 2013 and 2012, respectively.

Liquidity and Capital Resources – September 30, 2013 and December 31, 2012

Total capital contributed to the Fund was $241.5 million, prior to distribution of capital, as of September 30, 2013. Committed capital to the Company at September 30, 2013 was $294.0 million, of which $279.3 million had been called.  The remaining $14.7 million in committed capital as of September 30, 2013 is due to expire in June 2015 as the five year anniversary will have passed, at which time no further capital can be called.

The Fund has established a secured revolving loan facility in an amount of up to $160 million with Union Bank, N.A., Wells Fargo Bank, N.A. and Bank Leumi USA.  Pursuant to the Loan Agreement, as amended, the Fund has the option to request that the lenders providing such facility increase the borrowing availability thereunder to no more than $170 million in the aggregate, as commitments may be obtained. Loans under the facility may be, at the option of the Fund, either Reference Rate loans (as defined in the agreement) or LIBOR loans.

The facility will terminate on September 23, 2014, but can be accelerated under an event of default such as failure by the Fund to make timely interest or principal payments. As of September 30, 2013, $134.9 million is outstanding under the facility.

As of September 30, 2013 and December 31, 2012, 5.9% and 4.8%, respectively, of the Fund's assets consisted of cash and cash equivalents.  The Fund invested its assets in venture loans during the nine months ended September 30, 2013. Amounts disbursed under the Fund's loan commitments totaled approximately $124.3 million during the nine months ended September 30, 2013.  Net loan amounts outstanding after amortization and fair market adjustment decreased by approximately $3.5 million for the same period.  Unexpired, unfunded commitments totaled approximately $45.6 million as of September 30, 2013.

As of	Cumulative Amount Disbursed	Principal Reductions and Fair Market Adjustments	Balance Outstanding - Fair Value	Unexpired Unfunded Commitments
September 30, 2013	$563.6 million	$253.3 million	$310.3 million	$45.6 million
December 31, 2012	$439.3 million	$125.4 million	$313.8 million	$63.9 million

Because venture loans are privately negotiated transactions, investments in these assets are relatively illiquid.  It is the Fund's experience that not all unfunded commitments will be used by borrowers.

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

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

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

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

The Fund's investments are subject to market risk based on several factors, including, but not limited to, the investment's credit history, available cash, support of the borrower's underlying investors, available liquidity, "burn rate", revenue income, security interest, secondary markets for collateral, the size of the loan, and term of the loan.

The Fund's sensitivity to changes in interest rates is regularly monitored and analyzed by measuring the characteristics of assets and liabilities.  The Fund utilizes various methods to assess interest rate risk in terms of the potential effect on interest income net of interest expense, the value of net assets and the value at risk in an effort to ensure that the Fund is insulated from any significant adverse effects from changes in interest rates.  

Based on the model used for the sensitivity of interest income net of interest expense, if the balance sheet were to remain constant and no actions were taken to alter the existing interest rate sensitivity, a hypothetical immediate 100 basis point change in interest rates would have affected net income by less than $0.1 million.  This translates to less than 1% of net income for the three and nine months ended September 30, 2013.  Although Management believes that this measure is indicative of the Fund's sensitivity to interest rate changes, it makes estimates to adjust for potential changes in credit quality, size and composition of the balance sheet and other business developments that could affect net income.  Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by these estimates.

Item 4.Controls and Procedures:

Evaluation of Disclosure Controls and Procedures:

As of the end of the period covered by this quarterly report on Form 10-Q, the Fund's chief executive officer and chief financial officer conducted an evaluation of the Fund's disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934).  Based upon this evaluation, the Fund's chief executive officer and chief financial officer concluded that the Fund's disclosure controls and procedures were effective in timely alerting them of any material information relating to the Fund that is required to be disclosed by the Fund in the reports it files or submits under the Securities Exchange Act of 1934.

Changes in Internal Controls:

There were no changes in the Fund's internal controls or in other factors that could materially affect these controls during the period covered by this quarterly report on Form 10-Q.

PART II — OTHER INFORMATION

Item 1.Legal Proceedings

The Fund may become party to certain lawsuits from time to time in the normal course of business.  While the outcome of any legal proceedings cannot at this time be predicted with certainty, the Fund does not expect any such

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proceedings will have a material effect upon the Fund's financial condition or results of operation. Management is not aware of any pending legal proceedings involving the Fund.  

Item 1A.Risk Factors

See item 1A - 'Risk Factors' in the Fund's 2012 Annual Report on Form 10-K for a detailed description of the risks attendant to the Fund and its business. There were no material changes to these factors during the three or nine months ended September 30, 2013.

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

Prior to the Fund's commencement of operations on June 29, 2010, the Fund sold 100,000 shares to the Fund's sole shareholder, the Company, for $25,000 in January 2010.  No other shares of the Fund have been sold; however, the Fund received an additional $241.5 million of paid in capital during the period from June 29, 2010 through September 30, 2013 which is expected to be used to acquire venture loans and fund operations.

Item 3.Defaults Upon Senior Securities

Not applicable.

Item 4.Mine Safety Issues

Not applicable.

Item 5.Other Information

None.

Item 6.Exhibits

Exhibit Number	Description
3(i)	Articles of Incorporation of the Fund as filed with the Maryland Secretary of State on January 11, 2010, incorporated by reference to the Fund's Form 10 filed with the Securities and Exchange Commission on February 9, 2010.
3(ii)	Bylaws of the Fund, incorporated by reference to the Fund's Form 10 filed with the Securities and Exchange Commission on February 9, 2010.
4.1	Form of Purchase Agreement between the Fund and the Company, incorporated by reference to the Fund's Registration Statement on Form 10 filed with the Securities and Exchange Commission on February 9, 2010.
31.1-32.2	Certifications pursuant to The Sarbanes-Oxley Act of 2002.

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SIGNATURES

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

VENTURE LENDING & LEASING VI, INC.

(Registrant)

By:	/s/ Maurice C. Werdegar	By:	/s/ Martin D. Eng
Maurice C. Werdegar		Martin D. Eng
President and Chief Executive Officer		Chief Financial Officer
Date:	November 8, 2013	Date:	November 8, 2013

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EXHIBIT INDEX

Exhibit Number	Description
3(i)	Articles of Incorporation of the Fund as filed with the Maryland Secretary of State on January 11, 2010, incorporated by reference to the Fund's Form 10 filed with the Securities and Exchange Commission on February 9, 2010.
3(ii)	Bylaws of the Fund, incorporated by reference to the Fund's Form 10 filed with the Securities and Exchange Commission on February 9, 2010.
4.1	Form of Purchase Agreement between the Fund and the Company, incorporated by reference to the Fund's Registration Statement on Form 10 filed with the Securities and Exchange Commission on February 9, 2010.
31.1-32.2	Certifications pursuant to The Sarbanes-Oxley Act of 2002.

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