Exhibit (17)
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
PLEASE VOTE THIS PROXY CARD TODAY
Your prompt response will save your fund the expense of additional mailings
RETURN IN THE ENCLOSED POSTAGE PAID ENVELOPE
(Please detach at perforation before mailing)
| PROXY CARD | PROXY CARD |
VII PEAKS CO-OPTIVIST B FUND I, LLC
SPECIAL MEETING OF MEMBERS — ___________, 2015
The undersigned hereby appoints Gurpreet S. Chandhoke and Stephen Shea (the “Proxies”), and each of them, attorneys and Proxies of the undersigned, each with power of substitution and resubstitution, to attend, vote and act for the undersigned at the Special Meeting of Members of VII Peaks Co-Optivist B Fund I, LLC (the “Fund”) to be held at 10:00 a.m. (Pacific time) on _____________, 2015 at the offices of VII Peaks Capital, LLC, at 4 Orinda Way, Suite 125-A, Orinda, CA 94563, and at any adjournment or adjournments thereof (the “Meeting”). The Proxies will cast votes according to the number of Interests in the Fund which the undersigned may be entitled to vote with respect to the proposal set forth on the reverse side, in accordance with the specification indicated, if any, and with all the powers which the undersigned would possess if personally present. The undersigned hereby revokes any prior proxy to vote at such meeting, and hereby ratifies and confirms all that said attorneys and Proxies, or either of them, may lawfully do by virtue thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF MEMBERS AND THE COMBINED PROXY STATEMENT/PROSPECTUS, DATED [____________, 2015]
VOTE VIA THE INTERNET: www.proxyvoting.com/viipeaks
| |
VIA THE TELEPHONE: [800-730-8334]
| |
CONTROL NUMBER:
| |
| Note: Please sign exactly as shareholder name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. | |
| Signature | |
| Signature of joint owner, if any | |
| Date |
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND PROMPTLY RETURN YOUR PROXY CARD
IN THE ENCLOSED ENVELOPE TODAY
(Please detach at perforation before mailing)
This proxy is solicited by the Manager of the Fund, which recommends that you vote in favor of the proposal.
Please sign, date and return the proxy card promptly using the enclosed envelope. Every properly signed proxy card will be voted in the manner specified hereon and, in the absence of specification, will be treated as granting authority to vote “FOR” the proposal. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE TAKEN ON THE FOLLOWING PROPOSAL.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: ¨
| FOR | AGAINST | ABSTAIN | |||||
| 1. | To approve an Agreement and Plan of Reorganization (the “Reorganization Agreement”) between VII Peaks C0-Optivist Income BDC II, Inc. (the “Acquiring Fund”) and VII Peaks C0-Optivist B Fund I, LLC (the “Target Fund”), providing for (i) the transfer of all of the assets of the Target Fund to the Acquiring Fund and the assumption of the liabilities of the Target Fund by the Acquiring Fund, in exchange for shares of common stock of the Acquiring Fund; and (ii) the subsequent pro rata distribution of Acquiring Fund common shares to the Target Fund shareholders in liquidation of the Target Fund. | ¨ | ¨ | ¨ |
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
PLEASE VOTE THIS PROXY CARD TODAY
Your prompt response will save your fund the expense of additional mailings
RETURN IN THE ENCLOSED POSTAGE PAID ENVELOPE
(Please detach at perforation before mailing)
| PROXY CARD | PROXY CARD |
VII PEAKS CO-OPTIVIST B FUND II, LLC
SPECIAL MEETING OF MEMBERS — ___________, 2015
The undersigned hereby appoints Gurpreet S. Chandhoke and Stephen Shea (the “Proxies”), and each of them, attorneys and Proxies of the undersigned, each with power of substitution and resubstitution, to attend, vote and act for the undersigned at the Special Meeting of Members of VII Peaks Co-Optivist B Fund II, LLC (the “Fund”) to be held at 10:00 a.m. (Pacific time) on _____________, 2015 at the offices of VII Peaks Capital, LLC, at 4 Orinda Way, Suite 125-A, Orinda, CA 94563, and at any adjournment or adjournments thereof (the “Meeting”). The Proxies will cast votes according to the number of Interests in the Fund which the undersigned may be entitled to vote with respect to the proposal set forth on the reverse side, in accordance with the specification indicated, if any, and with all the powers which the undersigned would possess if personally present. The undersigned hereby revokes any prior proxy to vote at such meeting, and hereby ratifies and confirms all that said attorneys and Proxies, or either of them, may lawfully do by virtue thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF MEMBERS AND THE COMBINED PROXY STATEMENT/PROSPECTUS, DATED [____________, 2015]
VOTE VIA THE INTERNET: www.proxyvoting.com/viipeaks
| |
VIA THE TELEPHONE: [800-730-8334]
| |
CONTROL NUMBER:
| |
| Note: Please sign exactly as shareholder name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. | |
| Signature | |
| Signature of joint owner, if any | |
| Date |
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND PROMPTLY RETURN YOUR PROXY CARD
IN THE ENCLOSED ENVELOPE TODAY
(Please detach at perforation before mailing)
This proxy is solicited by the Manager of the Fund, which recommends that you vote in favor of the proposal.
Please sign, date and return the proxy card promptly using the enclosed envelope. Every properly signed proxy card will be voted in the manner specified hereon and, in the absence of specification, will be treated as granting authority to vote “FOR” the proposal. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE TAKEN ON THE FOLLOWING PROPOSAL.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: ¨
| FOR | AGAINST | ABSTAIN | |||||
| 1. | To approve an Agreement and Plan of Reorganization (the “Reorganization Agreement”) between VII Peaks C0-Optivist Income BDC II, Inc. (the “Acquiring Fund”) and VII Peaks C0-Optivist B Fund II, LLC (the “Target Fund”), providing for (i) the transfer of all of the assets of the Target Fund to the Acquiring Fund and the assumption of the liabilities of the Target Fund by the Acquiring Fund, in exchange for shares of common stock of the Acquiring Fund; and (ii) the subsequent pro rata distribution of Acquiring Fund common shares to the Target Fund shareholders in liquidation of the Target Fund. | ¨ | ¨ | ¨ |
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
PLEASE VOTE THIS PROXY CARD TODAY
Your prompt response will save your fund the expense of additional mailings
RETURN IN THE ENCLOSED POSTAGE PAID ENVELOPE
(Please detach at perforation before mailing)
| PROXY CARD | PROXY CARD |
VII PEAKS CO-OPTIVIST R FUND I, LLC
SPECIAL MEETING OF MEMBERS — ___________, 2015
The undersigned hereby appoints Gurpreet S. Chandhoke and Stephen Shea (the “Proxies”), and each of them, attorneys and Proxies of the undersigned, each with power of substitution and resubstitution, to attend, vote and act for the undersigned at the Special Meeting of Members of VII Peaks Co-Optivist R Fund I, LLC (the “Fund”) to be held at 10:00 a.m. (Pacific time) on _____________, 2015 at the offices of VII Peaks Capital, LLC, at 4 Orinda Way, Suite 125-A, Orinda, CA 94563, and at any adjournment or adjournments thereof (the “Meeting”). The Proxies will cast votes according to the number of Interests in the Fund which the undersigned may be entitled to vote with respect to the proposal set forth on the reverse side, in accordance with the specification indicated, if any, and with all the powers which the undersigned would possess if personally present. The undersigned hereby revokes any prior proxy to vote at such meeting, and hereby ratifies and confirms all that said attorneys and Proxies, or either of them, may lawfully do by virtue thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF MEMBERS AND THE COMBINED PROXY STATEMENT/PROSPECTUS, DATED [____________, 2015]
VOTE VIA THE INTERNET: www.proxyvoting.com/viipeaks
| |
VIA THE TELEPHONE: [800-730-8334]
| |
CONTROL NUMBER:
| |
| Note: Please sign exactly as shareholder name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. | |
| Signature | |
| Signature of joint owner, if any | |
| Date |
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND PROMPTLY RETURN YOUR PROXY CARD
IN THE ENCLOSED ENVELOPE TODAY
(Please detach at perforation before mailing)
This proxy is solicited by the Manager of the Fund, which recommends that you vote in favor of the proposal.
Please sign, date and return the proxy card promptly using the enclosed envelope. Every properly signed proxy card will be voted in the manner specified hereon and, in the absence of specification, will be treated as granting authority to vote “FOR” the proposal. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE TAKEN ON THE FOLLOWING PROPOSAL.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: ¨
| FOR | AGAINST | ABSTAIN | |||||
| 1. | To approve an Agreement and Plan of Reorganization (the “Reorganization Agreement”) between VII Peaks C0-Optivist Income BDC II, Inc. (the “Acquiring Fund”) and VII Peaks C0-Optivist R Fund I, LLC (the “Target Fund”), providing for (i) the transfer of all of the assets of the Target Fund to the Acquiring Fund and the assumption of the liabilities of the Target Fund by the Acquiring Fund, in exchange for shares of common stock of the Acquiring Fund; and (ii) the subsequent pro rata distribution of Acquiring Fund common shares to the Target Fund shareholders in liquidation of the Target Fund. | ¨ | ¨ | ¨ |
