Venture Lending & Leasing VIII 10-Q Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2019

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

For the transition period from ___________ to ______________

Commission file number 814-01162

Venture Lending & Leasing VIII, Inc.

(Exact Name of Registrant as specified in its charter)

Maryland	47-3919702
(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)

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes [x]   No [ ]

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

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

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

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

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

Class	Outstanding as of August 14, 2019
Common Stock, $0.001 par value	100,000

VENTURE LENDING & LEASING VIII, INC.

INDEX

PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Statements of Assets and Liabilities (Unaudited)
	As of June 30, 2019 and December 31, 2018
	Condensed Statements of Operations (Unaudited)
	For the three and six months ended June 30, 2019 and 2018
	Condensed Statements of Changes in Net Assets (Unaudited)
	For the three and six months ended June 30, 2019 and 2018
	Condensed Statements of Cash Flows (Unaudited)
	For the six months ended June 30, 2019 and 2018
	Condensed Schedules of Investments (Unaudited)
	As of June 30, 2019 and December 31, 2018
	Notes to Condensed Financial Statements (Unaudited)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Mine Safety Disclosures
Item 5.	Other Information
Item 6.	Exhibits
SIGNATURES

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VENTURE LENDING & LEASING VIII, INC.

CONDENSED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

AS OF JUNE 30, 2019 AND DECEMBER 31, 2018

	June 30, 2019			December 31, 2018
ASSETS
Loans, at estimated fair value
(cost of $377,401,288 and $405,309,448)	$	368,482,704		$	398,980,531
Derivative asset - interest rate swap	—			616,148
Cash and cash equivalents	13,662,047			19,388,362
Dividend and interest receivables	4,563,501			4,756,032
Other assets	1,134,201			1,238,782
Total assets	387,842,453			424,979,855
LIABILITIES
Borrowings under debt facility	173,500,000			203,000,000
Accrued management fees	2,424,015			2,656,124
Derivative liability - interest rate swap	406,737			—
Accounts payable and other accrued liabilities	1,749,535			2,779,780
Total liabilities	178,080,287			208,435,904
NET ASSETS	$	209,762,166		$	216,543,951
Analysis of Net Assets:
Capital paid in on shares of capital stock	$	297,575,000		$	297,575,000
Net unrealized depreciation on investments	(9,325,321		)	(5,712,770		)
Distribution in excess of net investment income	(78,487,513		)	(75,318,279		)
Net assets (equivalent to $2,097.62 and $2,165.44 per share based on 100,000 shares of capital stock outstanding - See Note 5 and Note 12)	$	209,762,166		$	216,543,951
Commitments & Contingent Liabilities:
Unexpired unfunded commitments (See Note 11)	$	70,500,000		$	64,881,001

See notes to condensed financial statements

3

VENTURE LENDING & LEASING VIII, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

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

	For the Three Months Ended June 30, 2019			For the Three Months Ended June 30, 2018			For the Six Months Ended June 30, 2019			For the Six Months Ended June 30, 2018
INVESTMENT INCOME:
Interest on loans	$	20,484,930		$	16,803,971		$	35,948,224		$	29,663,686
Other interest and other income	130,725			71,859			205,737			104,855
Total investment income	20,615,655			16,875,830			36,153,961			29,768,541
EXPENSES:
Management fees	2,424,015			2,790,764			4,938,820			5,431,677
Interest expense	2,639,095			2,631,617			5,379,914			4,598,054
Banking and professional fees	157,637			71,515			318,894			137,198
Other operating expenses	39,871			34,121			94,860			69,177
Total expenses	5,260,618			5,528,017			10,732,488			10,236,106
Net investment income	15,355,037			11,347,813			25,421,473			19,532,435
Net realized loss from loans	(485,466		)	(1,295,529		)	(481,341		)	(1,583,156		)
Net realized gain (loss) from derivative instruments	70,865			(329,824		)	146,967			(329,824		)
Net change in unrealized gain (loss) from loans	(2,205,184		)	294,654			(2,589,667		)	(1,227,469		)
Net change in unrealized gain (loss) from derivative instruments	(699,692		)	402,149			(1,022,885		)	965,999
Net realized and change in unrealized loss from loans and derivative instruments	(3,319,477		)	(928,550		)	(3,946,926		)	(2,174,450		)
Net increase in net assets resulting from operations	$	12,035,560		$	10,419,263		$	21,474,547		$	17,357,985
Amounts per common share:
Net increase in net assets resulting from operations per share	$	120.36		$	104.19		$	214.75		$	173.58
Weighted average shares outstanding	100,000			100,000			100,000			100,000

See notes to condensed financial statements

4

VENTURE LENDING & LEASING VIII, INC.

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

FOR THE THREEAND SIX MONTHS ENDED JUNE 30, 2019 AND 2018

	Common stock
	Shares	Par value		Additional paid-in capital		Total distributable earnings (loss)			Net assets
Balance at March 31, 2018	100,000	$	100	$	280,074,900	$	(47,970,768	)	$	232,104,232
Net increase in net assets resulting from operations						10,419,263			10,419,263
Distributions of income to shareholder						(4,465,094		)	(4,465,094		)
Balance at June 30, 2018	100,000	$	100	$	280,074,900	$	(42,016,599	)	$	238,058,401
Balance at March 31, 2019	100,000	$	100	$	297,574,900	$	(77,080,787	)	$	220,494,213
Net increase in net assets resulting from operations						12,035,560			12,035,560
Distributions of income to shareholder						(19,598,373		)	(19,598,373		)
Return of capital to shareholder						(3,169,234		)	(3,169,234		)
Balance at June 30, 2019	100,000	$	100	$	297,574,900	$	(87,812,834	)	$	209,762,166
	Common Stock
	Shares	Par value		Additional paid-in capital		Total distributable earnings (loss)			Net assets
Balance at December 31, 2017	100,000	$	100	$	213,074,900	$	(48,243,940	)	$	164,831,060
Net increase in net assets resulting from operations						17,357,985			17,357,985
Distributions of income to shareholder						(11,130,644		)	(11,130,644		)
Contributions from shareholder				67,000,000					67,000,000
Balance at June 30, 2018	100,000	$	100	$	280,074,900	$	(42,016,599	)	$	238,058,401
Balance at December 31, 2018	100,000	$	100	$	297,574,900	$	(81,031,049	)	$	216,543,951
Net increase in net assets resulting from operations						21,474,547			21,474,547
Distributions of income to shareholder						(25,087,098		)	(25,087,098		)
Return of capital to shareholder						(3,169,234		)	(3,169,234		)
Balance at June 30, 2019	100,000	$	100	$	297,574,900	$	(87,812,834	)	$	209,762,166

See notes to condensed financial statements

5

VENTURE LENDING & LEASING VIII, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2019 AND 2018

	For the Six Months Ended June 30, 2019			For the Six Months Ended June 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in net assets resulting from operations	$	21,474,547		$	17,357,985
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized loss from loans	481,341			1,583,156
Net realized (gain) loss from derivative instruments	(146,967		)	329,824
Net change in unrealized loss from loans	2,589,667			1,227,469
Net change in unrealized (gain) loss from derivative instruments	1,022,885			(965,999		)
Amortization of deferred costs related to borrowing facility and interest rate cap agreements	276,252			349,594
Net (increase) decrease in dividend and interest receivables	192,531			(1,487,133		)
Net (increase) decrease in other assets	(171,670		)	582,246
Net increase (decrease) in accounts payable, other accrued liabilities and accrued management fees	(1,262,354		)	563,122
Origination of loans	(70,700,000		)	(176,295,806		)
Principal payments on loans	91,664,439			47,843,306
Acquisition of equity securities	(4,693,953		)	(10,835,288		)
Net cash provided by (used in) operating activities	40,726,718			(119,747,524		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distribution to shareholder	(17,100,000		)	—
Contributions from shareholder	—			67,000,000
Borrowings under debt facility	15,000,000			83,000,000
Repayments of borrowings under debt facility	(44,500,000		)	(35,500,000		)
Payments made for interest rate swap agreement	—			(71,837		)
Payments received from interest rate swap	146,967			—
Net cash provided by (used in) financing activities	(46,453,033		)	114,428,163
Net decreased in cash and cash equivalents	(5,726,315		)	(5,319,361		)
CASH AND CASH EQUIVALENTS:
Beginning of period	19,388,362			7,879,718
End of period	$	13,662,047		$	2,560,357
SUPPLEMENTAL DISCLOSURES:
CASH PAID DURING THE PERIOD:
Interest - Debt facility	$	7,312,208		$	4,604,828
NON-CASH OPERATING AND FINANCING ACTIVITIES:
Distributions of equity securities and convertible loan to shareholder	$	11,156,332		$	11,130,644
Receipt of equity securities and convertible loan as repayment of loans	$	6,462,379		$	295,356

See notes to condensed financial statements

6

VENTURE LENDING & LEASING VIII, INC.

CONDENSED SCHEDULES OF INVESTMENTS (UNAUDITED)

AS OF JUNE 30, 2019

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

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
Biotechnology
	Antheia, Inc.		Senior Secured	11.5%		$	1,484,546	$	1,391,594	$	1,391,594	12/1/2022
	Orpheus Therapeutics, Inc.		Senior Secured	18.0%		178,510		174,288		—		*
Biotechnology Total		0.7%				$	1,663,056	$	1,565,882	$	1,391,594
Computers and Storage
	Canary Connect, Inc.		Senior Secured	12.8%		$	839,780	$	701,287	$	701,287	12/1/2020
	HyperGrid, Inc.		Senior Secured	11.5%		276,705		274,008		274,008		12/1/2019
	Rigetti & Co., Inc.		Senior Secured	9.0%	2.8%	830,539		823,042		823,042		1/1/2020
Computers and Storage Total		0.9%				$	1,947,024	$	1,798,337	$	1,798,337
Enterprise Networking
	SnapRoute, Inc.		Senior Secured	11.0%		$	3,364,222	$	3,216,569	$	3,216,569	11/1/2021
Enterprise Networking Total		1.5%				$	3,364,222	$	3,216,569	$	3,216,569
Internet
	Amino Payments, Inc.		Senior Secured	9.0%	5.2%	$	207,884	$	201,189	$	201,189	3/1/2021
	Amino Payments, Inc.		Senior Secured	9.0%	4.4%	205,879		203,762		203,762		3/1/2021
	Amino Payments, Inc.		Senior Secured	9.0%	4.1%	102,578		101,490		101,490		3/1/2021
	Amino Payments, Inc.		Senior Secured	9.0%	4.8%	580,885		560,288		560,288		12/1/2021
	Amino Payments, Inc. Subtotal					1,097,226		1,066,729		1,066,729
	Apartment List, Inc.		Senior Secured	11.0%		236,730		234,556		234,556		11/1/2019
	Bitfinder, Inc.		Senior Secured	10.5%		263,811		259,165		259,165		9/1/2020
	Bombfell, Inc.		Senior Secured	11.0%		749,584		735,963		735,963		10/1/2021
	Clearsurance, Inc.		Senior Secured	10.0%		719,333		694,134		694,134		3/1/2021
	Clearsurance, Inc.		Senior Secured	10.5%		903,009		889,902		889,902		9/1/2021
	Clearsurance, Inc. Subtotal					1,622,342		1,584,036		1,584,036
	Daily Muse, Inc.		Senior Secured	11.0%		2,539,820		2,441,381		2,441,381		12/1/2021
	Daily Muse, Inc.		Senior Secured	11.0%		2,540,318		2,508,949		2,508,949		12/1/2021
	Daily Muse, Inc. Subtotal					5,080,138		4,950,330		4,950,330
	Figure 1, Inc.**^		Senior Secured	10.5%		812,643		752,324		752,324		6/1/2021
	Figure 1, Inc.**^		Senior Secured	10.5%		990,697		973,644		973,644		12/1/2021
	Figure 1, Inc.**^ Subtotal					1,803,340		1,725,968		1,725,968
	FindShadow, PBC		Senior Secured	11.5%		618,860		577,435		577,435		4/1/2022
	FLYR, Inc.		Senior Secured	11.5%		1,354,541		1,247,396		1,247,396		9/1/2021
	FLYR, Inc.		Senior Secured	11.8%		2,474,032		2,423,853		2,423,853		1/1/2022
	FLYR, Inc. Subtotal					3,828,573		3,671,249		3,671,249
	iZENEtech, Inc.**^		Senior Secured	11.0%		3,230,250		3,105,182		3,105,182		1/1/2021
	iZENEtech, Inc.**^		Senior Secured	11.0%		3,991,262		3,930,374		3,930,374		6/1/2021
	iZENEtech, Inc.**^ Subtotal					7,221,512		7,035,556		7,035,556
	Lenddo International**^		Senior Secured	12.0%		1,320,987		1,260,420		1,260,420		1/1/2021
	Linden Research Inc.		Senior Secured	11.0%		5,415,203		5,144,705		5,144,705		9/1/2021
	Linden Research Inc.		Senior Secured	11.0%		990,351		970,017		970,017		3/1/2022
	Linden Research Inc.		Senior Secured	12.0%		2,474,271		2,346,883		2,346,883		6/1/2022
	Linden Research Inc. Subtotal					8,879,825		8,461,605		8,461,605
	MassDrop, Inc.		Senior Secured	10.5%		7,034,879		6,568,920		6,568,920		1/1/2022
	MyPizza Technologies, Inc.		Senior Secured	11.5%		4,918,544		4,598,940		4,598,940		12/1/2022

7

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
	Osix Corporation		Senior Secured	12.2%		98,917		84,656		84,656		12/1/2021
	Playstudios, Inc.		Senior Secured	10.0%		767,387		750,797		750,797		3/1/2021
	Protecht, Inc.		Senior Secured	12.5%		987,958		941,397		941,397		12/1/2021
	Radius Intelligence, Inc.		Senior Secured	10.5%		7,421,159		6,877,992		4,219,481		*
	Relay Network, LLC		Senior Secured	8.0%	4.4%	549,302		537,421		537,421		9/1/2020
	Relay Network, LLC		Senior Secured	8.0%	4.4%	549,372		544,743		544,743		9/1/2020
	Relay Network, LLC Subtotal					1,098,674		1,082,164		1,082,164
	Serface Care, Inc.		Senior Secured	12.2%		742,235		687,198		687,198		2/1/2022
	Serface Care, Inc.		Senior Secured	12.2%		247,193		240,379		240,379		2/1/2022
	Serface Care, Inc. Subtotal					989,428		927,577		927,577
	Spot.IM, Ltd.**^		Senior Secured	12.5%		111,626		109,288		109,288		12/1/2019
	Spot.IM, Ltd.**^		Senior Secured	12.5%		99,738		98,323		98,323		5/1/2020
	Spot.IM, Ltd.**^		Senior Secured	11.8%		99,217		96,337		96,337		5/1/2020
	Spot.IM, Ltd.**^ Subtotal					310,581		303,948		303,948
	SpotOn Computing, Inc.		Senior Secured	11.5%		1,209,018		1,172,101		1,172,101		10/1/2020
	SpotOn Computing, Inc.		Senior Secured	12.0%		494,251		486,720		486,720		3/1/2021
	SpotOn Computing, Inc. Subtotal					1,703,269		1,658,821		1,658,821
	Stay Alfred, Inc.		Senior Secured	11.8%		6,381,470		6,172,521		6,172,521		12/1/2021
	Tango Card, Inc.		Senior Secured	12.0%		894,359		884,252		884,252		11/1/2020
	Thrive Market, Inc.		Senior Secured	12.0%		520,066		517,068		517,068		9/1/2019
	Thrive Market, Inc.		Senior Secured	12.0%		260,039		259,520		259,520		9/1/2019
	Thrive Market, Inc.		Senior Secured	12.2%		7,415,033		7,192,263		7,192,263		4/1/2022
	Thrive Market, Inc. Subtotal					8,195,138		7,968,851		7,968,851
Internet Total		32.3%				$	73,524,691	$	70,383,848	$	67,725,337
Medical Devices
	Anutra Medical, Inc.		Senior Secured	10.0%		$	82,077	$	80,790	$	80,790	12/1/2019
	CytoVale, Inc.		Senior Secured	12.0%		618,240		577,732		577,732		3/1/2022
	CytoVale, Inc.		Senior Secured	12.0%		618,494		606,192		606,192		6/1/2022
	CytoVale, Inc.		Senior Secured	12.0%		494,847		484,524		484,524		7/1/2022
	CytoVale, Inc. Subtotal					1,731,581		1,668,448		1,668,448
	Medrobotics Corporation, Inc.		Senior Secured	12.0%		9,886,922		8,716,831		8,716,831		6/1/2021
	NeuMoDx Molecular, Inc.		Senior Secured	12.0%		3,461,736		3,206,428		3,206,428		4/1/2023
	NeuMoDx Molecular, Inc.		Senior Secured	12.0%		3,464,988		3,392,572		3,392,572		4/1/2023
	NeuMoDx Molecular, Inc. Subtotal					6,926,724		6,599,000		6,599,000
	RadiAction Ltd.**^		Senior Secured	11.5%		932,122		885,852		885,852		10/1/2021
	RadiAction Ltd.**^		Senior Secured	11.5%		990,039		969,168		969,168		4/1/2022
	RadiAction Ltd.**^ Subtotal					1,922,161		1,855,020		1,855,020
	Renovia, Inc.		Senior Secured	11.0%		428,816		419,048		419,048		6/1/2020
	Renovia, Inc.		Senior Secured	11.0%		594,077		589,031		589,031		11/1/2020
	Renovia, Inc.		Senior Secured	10.5%		1,625,176		1,497,257		1,497,257		6/1/2021
	Renovia, Inc.		Senior Secured	10.5%		7,925,906		7,796,695		7,796,695		3/1/2022
	Renovia, Inc. Subtotal					10,573,975		10,302,031		10,302,031
Medical Devices Total		13.9%				$	31,123,440	$	29,222,120	$	29,222,120
Other Healthcare
	4G Clinical LLC		Senior Secured	11.0%		$	462,566	$	452,505	$	452,505	7/1/2020
	Call9, Inc.		Senior Secured	18.0%		2,150,765		2,048,596		1,252,246		*
	Caredox, Inc.		Senior Secured	11.8%		1,165,294		1,115,464		1,115,464		10/1/2021
	Clover Health Investments Corporation		Senior Secured	11.2%		9,888,028		9,888,028		9,888,028		10/1/2022
	Clover Health Investments Corporation		Senior Secured	11.0%		17,367,499		17,367,499		17,367,499		3/1/2022
	Clover Health Investments Corporation Subtotal					27,255,527		27,255,527		27,255,527
	Discover Echo, Inc.		Senior Secured	11.0%		470,015		446,882		446,882		12/1/2020

8

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
	Driver, Inc.		Senior Secured	18.0%		200,000		66,645		—		*
	Emerald Cloud Lab, Inc.		Senior Secured	11.8%		2,418,457		2,206,404		2,206,404		12/1/2021
	Hello Heart Inc.		Senior Secured	10.8%		843,024		806,027		806,027		7/1/2021
	Hello Heart Inc.		Senior Secured	10.8%		1,398,773		1,375,915		1,375,915		10/1/2021
	Hello Heart Inc. Subtotal					2,241,797		2,181,942		2,181,942
	MD Revolution, Inc.		Senior Secured	12.5%		406,109		400,220		269,774		3/1/2020
	mPharma Data, Inc.**^		Senior Secured	10.0%		204,118		198,998		198,998		11/1/2020
	mPharma Data, Inc.**^		Senior Secured	10.0%		248,072		245,683		245,683		3/1/2021
	mPharma Data, Inc.**^		Senior Secured	10.0%		2,654,417		2,585,837		2,585,837		11/1/2021
	mPharma Data, Inc.**^ Subtotal					3,106,607		3,030,518		3,030,518
	Myolex, Inc.		Senior Secured	18.0%		762,531		726,537		238,967		*
	Naked Biome, Inc.		Senior Secured	12.0%		761,461		732,668		600,776		3/1/2021
	Project Healthy Living, Inc.		Senior Secured	11.0%		92,589		91,766		91,766		9/1/2019
	Robin Care, Inc.		Senior Secured	11.5%		881,788		838,763		838,763		7/1/2021
	Sparta Software Corporation		Senior Secured	10.0%	2.5%	78,124		76,183		76,183		6/1/2020
	Sparta Software Corporation		Senior Secured	11.5%	2.2%	490,736		466,980		466,980		5/1/2022
	Sparta Software Corporation Subtotal					568,860		543,163		543,163
	Therapydia, Inc.		Senior Secured	11.5%		296,811		272,117		272,117		8/1/2022
	Therapydia, Inc.		Senior Secured	11.5%		296,984		288,621		288,621		12/1/2022
	Therapydia, Inc.		Senior Secured	11.5%		297,013		288,368		288,368		1/1/2023
	Therapydia, Inc.		Senior Secured	12.0%	1.7%	123,832		111,643		111,643		3/1/2023
	Therapydia, Inc.		Senior Secured	12.5%	1.7%	123,625		123,625		123,625		6/1/2023
	Therapydia, Inc. Subtotal					1,138,265		1,084,374		1,084,374
	Wellist, Inc.		Senior Secured	12.2%		44,519		44,239		44,239		12/1/2019
	Zillion Group, Inc.		Senior Secured	12.0%		465,179		452,433		306,243		7/1/2020
	Zillion Group, Inc.		Senior Secured	12.0%		628,694		621,396		420,611		12/1/2020
	Zillion Group, Inc. Subtotal					1,093,873		1,073,829		726,854
Other Healthcare Total		20.2%				$	45,221,023	$	44,340,042	$	42,380,164
Other Technology
	8i Corporation		Senior Secured	11.8%		$	1,736,982	$	1,698,882	$	1,698,882	12/1/2020
	Abiquo Group, Inc.**^		Senior Secured	12.0%		407,029		385,342		385,342		7/1/2021
	Aclima, Inc.		Senior Secured	11.5%	2.3%	867,502		846,985		846,985		4/1/2022
	Aclima, Inc.		Senior Secured	11.0%	2.0%	1,807,770		1,723,639		1,723,639		7/1/2021
	Aclima, Inc. Subtotal					2,675,272		2,570,624		2,570,624
	Apollo Flight Research Inc.		Senior Secured	11.0%		495,327		467,425		467,425		6/1/2022
	AvantStay, Inc.		Senior Secured	11.0%		990,540		938,005		938,005		6/1/2022
	Beanfields, PBC		Senior Secured	12.5%		864,974		802,344		802,344		3/1/2023
	BloomLife, Inc.		Senior Secured	12.0%		108,950		106,579		106,579		4/1/2020
	Brightside Benefit, Inc.		Senior Secured	12.1%		741,949		688,564		688,564		9/1/2022
	Brightside Benefit, Inc.		Senior Secured	12.4%		989,684		966,882		966,882		3/1/2023
	Brightside Benefit, Inc. Subtotal					1,731,633		1,655,446		1,655,446
	Consumer Physics, Inc.**^		Senior Secured	11.0%		784,663		723,512		404,157		11/1/2020
	DOSH Holdings, Inc.		Senior Secured	11.0%		4,952,388		4,677,870		4,677,870		6/1/2022
	DOSH Holdings, Inc.		Senior Secured	11.0%		1,238,432		1,213,212		1,213,212		6/1/2022
	DOSH Holdings, Inc. Subtotal					6,190,820		5,891,082		5,891,082
	Dragonfly Vert, Inc.		Senior Secured	12.5%		988,949		945,895		945,895		12/1/2021
	Eguana Technologies, Inc.**^		Senior Secured	12.5%		944,732		887,611		887,611		12/1/2020
	Eguana Technologies, Inc.**^		Senior Secured	12.5%		655,648		644,385		644,385		8/1/2021
	Eguana Technologies, Inc.**^		Senior Secured	12.5%		699,166		684,573		684,573		10/1/2021
	Eguana Technologies, Inc.**^ Subtotal					2,299,546		2,216,569		2,216,569
	Ensyn Corporation		Senior Secured	12.2%		480,121		478,290		478,290		11/1/2019
	ESM Group International , Inc.		Senior Secured	12.0%		494,580		453,605		453,605		12/1/2021
	ETN Media, Inc.		Senior Secured	11.5%		340,489		335,374		268,861		*
	Fitplan, Inc.**^		Senior Secured	12.5%		741,693		700,004		700,004		3/1/2022

9

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal	Cost	Fair Value	Maturity Date
	Fitplan, Inc.**^		Senior Secured	12.5%		247,288	247,288	247,288	3/1/2022
	Fitplan, Inc.**^		Senior Secured	12.5%		494,722	474,894	474,894	3/1/2022
	Fitplan, Inc.**^ Subtotal					1,483,703	1,422,186	1,422,186
	Flo Water, Inc.		Senior Secured	11.5%		136,977	132,346	132,346	5/1/2020
	Flo Water, Inc.		Senior Secured	11.3%		721,677	696,978	696,978	5/1/2021
	Flo Water, Inc. Subtotal					858,654	829,324	829,324
	Gap Year Global, Inc.		Senior Secured	18.0%		90,768	86,359	—	*
	Greats Brand, Inc.		Senior Secured	11.0%		9,389	9,313	9,313	7/1/2019
	Greats Brand, Inc.		Senior Secured	11.0%		55,070	54,793	54,793	12/1/2019
	Greats Brand, Inc.		Senior Secured	10.0%		1,171,729	1,133,442	1,133,442	5/1/2021
	Greats Brand, Inc.		Senior Secured	10.0%		1,308,607	1,293,013	1,293,013	8/1/2021
	Greats Brand, Inc. Subtotal					2,544,795	2,490,561	2,490,561
	Heartwork, Inc.		Senior Secured	11.0%		357,334	341,194	61,798	9/1/2020
	Higher Ground Education, Inc.		Senior Secured	12.5%		2,473,461	2,278,917	2,278,917	1/1/2023
	Hint, Inc.		Senior Secured	11.0%		1,801,407	1,721,253	1,721,253	3/1/2021
	Hint, Inc.		Senior Secured	11.0%		2,107,156	2,107,156	2,107,156	7/1/2021
	Hint, Inc.		Senior Secured	11.0%		2,183,103	2,001,842	2,001,842	8/1/2021
	Hint, Inc. Subtotal					6,091,666	5,830,251	5,830,251
	June Life, Inc.		Senior Secured	11.8%		377,900	372,261	372,261	3/1/2020
	June Life, Inc.		Senior Secured	11.8%		377,967	375,289	375,289	3/1/2020
	June Life, Inc. Subtotal					755,867	747,550	747,550
	Kobo360, Inc.**^		Senior Secured	11.2%		247,412	240,930	240,930	6/1/2020
	Kobo360, Inc.**^		Senior Secured	11.2%		247,469	247,469	247,469	9/1/2020
	Kobo360, Inc.**^ Subtotal					494,881	488,399	488,399
	Kogniz, Inc.		Senior Secured	12.8%		338,787	268,319	268,319	9/1/2021
	LanzaTech New Zealand Ltd.		Senior Secured	13.0%		1,033,619	1,001,616	1,001,616	3/1/2020
	LanzaTech New Zealand Ltd.		Senior Secured	13.0%		1,668,550	1,652,996	1,652,996	9/1/2020
	LanzaTech New Zealand Ltd.		Senior Secured	13.2%		1,812,267	1,796,921	1,796,921	3/1/2021
	LanzaTech New Zealand Ltd. Subtotal					4,514,436	4,451,533	4,451,533
	Loftium, Inc.		Senior Secured	11.5%		446,686	427,498	427,498	11/1/2020
	Loftium, Inc.		Senior Secured	12.2%		218,576	214,829	214,829	8/1/2021
	Loftium, Inc. Subtotal					665,262	642,327	642,327
	Make School, Inc.		Senior Secured	11.2%		873,526	836,948	836,948	8/1/2021
	Neuehouse, LLC		Senior Secured	12.0%		1,750,000	1,301,202	1,301,202	*
	Nevada Nanotech Systems, Inc.		Senior Secured	12.0%		814,573	758,532	758,532	6/1/2021
	NewGlobe Schools, Inc.		Senior Secured	12.5%		3,957,329	3,737,731	3,737,731	8/1/2022
	Northern Quinoa Production Corporation**^		Senior Secured	12.0%		7,083,472	6,854,943	6,854,943	11/1/2021
	Noteleaf, Inc.		Senior Secured	11.0%		793,693	783,388	783,388	9/1/2020
	Noteleaf, Inc.		Senior Secured	12.5%		1,470,312	1,375,901	1,375,901	4/1/2023
	Noteleaf, Inc. Subtotal					2,264,005	2,159,289	2,159,289
	Opya, Inc.		Senior Secured	12.0%		347,474	333,046	333,046	4/1/2021
	PDQ Enterprises LLC**		Senior Secured	11.0%		2,222,714	2,195,651	2,195,651	2/1/2021
	Percepto Robotics, Ltd.**^		Senior Secured	12.5%		374,899	364,867	364,867	8/1/2020
	Percepto Robotics, Ltd.**^		Senior Secured	12.5%		188,927	186,423	186,423	12/1/2020
	Percepto Robotics, Ltd.**^ Subtotal					563,826	551,290	551,290
	PLAE, Inc.		Senior Secured	9.0%	3.2%	885,256	870,237	870,237	12/1/2020
	Plant Prefab, Inc.		Senior Secured	11.0%		495,284	454,776	454,776	2/1/2022
	Plant Prefab, Inc.		Senior Secured	11.0%		495,373	484,335	484,335	2/1/2022
	Plant Prefab, Inc. Subtotal					990,657	939,111	939,111
	Platform Science, Inc.		Senior Secured	12.0%		1,237,033	1,141,296	1,141,296	2/1/2022
	Plenty Unlimited, Inc.		Senior Secured	9.0%	11.7%	901,736	880,235	880,235	1/1/2021
	Plenty Unlimited, Inc.		Senior Secured	9.0%	9.4%	950,088	941,255	941,255	3/1/2021
	Plenty Unlimited, Inc.		Senior Secured	9.0%	11.7%	2,598,565	2,515,921	2,515,921	9/1/2021
	Plenty Unlimited, Inc. Subtotal					4,450,389	4,337,411	4,337,411

10

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
	Plethora, Inc.		Senior Secured	11.2%		2,762,843		2,491,551		2,491,551		3/1/2022
	Romaine Empire, Inc.		Senior Secured	11.0%	4.1%	2,972,075		2,767,690		2,767,690		2/1/2023
	Saber es Poder, Inc.		Senior Secured	10.5%		495,435		468,021		468,021		3/1/2022
	Saber es Poder, Inc.		Senior Secured	10.5%		247,754		248,891		248,891		5/1/2022
	Saber es Poder, Inc. Subtotal					743,189		716,912		716,912
	SkyKick, Inc.		Senior Secured	10.5%		641,314		628,069		628,069		6/1/2020
	SkyKick, Inc.		Senior Secured	10.5%		280,170		277,600		277,600		10/1/2020
	SkyKick, Inc.		Senior Secured	10.5%		296,454		293,497		293,497		11/1/2020
	SkyKick, Inc.		Senior Secured	11.0%		4,952,002		4,707,778		4,707,778		6/1/2022
	SkyKick, Inc. Subtotal					6,169,940		5,906,944		5,906,944
	Strong Arm Technologies, Inc.		Senior Secured	12.0%		882,298		849,310		849,310		5/1/2021
	TAE Technologies, Inc.		Senior Secured	12.5%		7,227,608		7,016,301		7,016,301		3/1/2021
	TAE Technologies, Inc.		Senior Secured	12.5%		1,883,629		1,858,769		1,858,769		4/1/2021
	TAE Technologies, Inc. Subtotal					9,111,237		8,875,070		8,875,070
	Terramera, Inc.**^		Senior Secured	12.0%		1,389,746		1,321,558		1,321,558		4/1/2021
	Terramera, Inc.**^		Senior Secured	12.0%		695,028		683,948		683,948		4/1/2021
	Terramera, Inc.**^ Subtotal					2,084,774		2,005,506		2,005,506
	Theatro Labs, Inc.		Senior Secured	12.0%		1,483,523		1,436,785		1,436,785		8/1/2022
	Thras.io, Inc.		Senior Secured	12.0%	45.2%	270,994		237,368		237,368		4/1/2024
	Thras.io, Inc.		Senior Secured	12.0%	45.1%	179,570		179,570		179,570		4/1/2024
	Thras.io, Inc.		Senior Secured	12.0%	45.1%	177,037		177,037		177,037		5/1/2024
	Thras.io, Inc.		Senior Secured	12.0%	45.1%	262,500		262,500		262,500		6/1/2024
	Thras.io, Inc.		Senior Secured	19.3%	45.1%	350,000		350,000		350,000		6/1/2024
	Thras.io, Inc. Subtotal					1,240,101		1,206,475		1,206,475
	UniEnergy Technologies LLC		Senior Secured	12.2%		4,761,393		4,182,146		3,760,224		12/1/2020
	Velo Holdings Limited		Senior Secured	12.0%		2,474,902		2,288,478		2,288,478		6/1/2022
	Virtuix Holdings, Inc.		Senior Secured	11.0%		346,753		340,381		340,381		7/1/2020
	Virtuix Holdings, Inc.		Senior Secured	12.2%		247,262		240,830		240,830		4/1/2022
	Virtuix Holdings, Inc. Subtotal					594,015		581,211		581,211
	Voodoo Manufacturing, Inc.		Senior Secured	12.0%		371,151		337,527		337,527		3/1/2022
	Wheels Labs, Inc.		Senior Secured	12.5%		4,451,562		4,261,341		4,261,341		8/1/2022
	Wine Plum, Inc.		Senior Secured	11.0%		111,636		111,015		111,015		9/1/2019
	Wine Plum, Inc.		Senior Secured	11.0%		55,854		55,717		55,717		9/1/2019
	Wine Plum, Inc.		Senior Secured	11.0%		55,867		55,704		55,704		9/1/2019
	Wine Plum, Inc. Subtotal					223,357		222,436		222,436
Other Technology Total		48.9%				$	109,026,103	$	103,691,963	$	102,518,418
Security
	Axonius, Inc.		Senior Secured	12.0%		$	451,631	$	434,098	$	434,098	9/1/2021
	Karamba Security Ltd.**^		Senior Secured	12.0%		1,482,746		1,270,934		1,270,934		12/1/2021
	Nok Nok Labs, Inc.		Senior Secured	12.5%		405,476		372,841		372,841		12/1/2020
	Nok Nok Labs, Inc.		Senior Secured	12.5%		988,240		964,880		964,880		6/1/2022
	Nok Nok Labs, Inc. Subtotal					1,393,716		1,337,721		1,337,721
	Safetrust Holdings, Inc.		Senior Secured	12.5%		407,508		375,299		375,299		6/1/2021
	ThinAir Labs, Inc.		Senior Secured	18.0%		1,128,607		1,105,396		—		*
Security Total		1.6%				$	4,864,208	$	4,523,448	$	3,418,052
Semiconductors and Equipment
	ETA Compute, Inc.		Senior Secured	10.2%		$	36,783	$	36,519	$	36,519	10/1/2019
	ETA Compute, Inc.		Senior Secured	10.5%		123,604		122,781		122,781		8/1/2020
	ETA Compute, Inc.		Senior Secured	12.0%		1,441,407		1,382,196		1,382,196		11/1/2021
	ETA Compute, Inc. Subtotal					1,601,794		1,541,496		1,541,496
	Innophase, Inc.		Senior Secured	11.8%		5,696,759		5,519,542		5,519,542		6/1/2021
	Innophase, Inc.		Senior Secured	11.8%		2,442,891		2,405,288		2,405,288		6/1/2021
	Innophase, Inc. Subtotal					8,139,650		7,924,830		7,924,830

11

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
Semiconductors and Equipment Total		4.5%				$	9,741,444	$	9,466,326	$	9,466,326
Software
	Alkanza Inc.		Senior Secured	12.5%		$	742,020	$	640,688	$	640,688	3/1/2022
	Aptible, Inc.		Senior Secured	11.8%		159,233		156,331		156,331		2/1/2021
	ArborMetrix, Inc.		Senior Secured	11.5%		989,630		989,630		989,630		6/1/2022
	ArborMetrix, Inc.		Senior Secured	11.5%		3,462,042		3,307,341		3,307,341		6/1/2022
	ArborMetrix, Inc. Subtotal					4,451,672		4,296,971		4,296,971
	Blockdaemon, Inc.		Senior Secured	11.2%		218,371		198,520		198,519		8/1/2021
	Blockdaemon, Inc.		Senior Secured	11.2%		247,422		235,508		235,508		6/1/2022
	Blockdaemon, Inc. Subtotal					465,793		434,028		434,027
	Bloomboard, Inc.		Senior Secured	11.5%		2,507,253		1,876,360		1,759,258		*
	BlueCart, Inc.		Senior Secured	12.5%		119,530		118,154		118,154		1/1/2020
	BlueCart, Inc.		Senior Secured	12.8%		59,905		59,602		59,602		1/1/2020
	BlueCart, Inc. Subtotal					179,435		177,756		177,756
	Cloudleaf, Inc.		Senior Secured	12.0%		832,512		797,584		797,584		9/1/2021
	DealPath, Inc.		Senior Secured	11.0%		1,227,094		1,202,438		1,202,438		5/1/2021
	DemystData Limited		Senior Secured	11.8%		396,896		384,802		384,802		5/1/2020
	DemystData Limited		Senior Secured	11.8%		232,283		230,287		230,287		7/1/2020
	DemystData Limited Subtotal					629,179		615,089		615,089
	Drift Marketplace, Inc.		Senior Secured	11.0%		61,158		59,958		59,958		3/1/2020
	Drift Marketplace, Inc.		Senior Secured	11.0%		81,547		81,149		81,149		3/1/2020
	Drift Marketplace, Inc.		Senior Secured	11.0%		61,385		61,072		61,072		3/1/2020
	Drift Marketplace, Inc. Subtotal					204,090		202,179		202,179
	Dynamics, Inc.		Senior Secured	12.5%		6,557,312		5,728,098		5,728,098		8/1/2021
	Estify, Inc.		Senior Secured	11.5%		842,819		832,160		832,160		11/1/2020
	Fortress IQ, Inc.		Senior Secured	11.2%		617,073		592,905		592,905		11/1/2021
	Gearbox Software, LLC		Senior Secured	11.0%		1,586,688		1,522,482		1,522,482		9/1/2020
	Gearbox Software, LLC		Senior Secured	11.0%		1,188,831		1,182,368		1,182,368		11/1/2020
	Gearbox Software, LLC		Senior Secured	11.0%		1,802,978		1,792,699		1,792,699		3/1/2021
	Gearbox Software, LLC Subtotal					4,578,497		4,497,549		4,497,549
	GoFormz, Inc.		Senior Secured	12.0%		780,745		717,899		717,899		11/1/2020
	HealthPrize Technologies, LLC		Senior Secured	12.0%		55,577		54,911		54,911		12/1/2019
	Highfive Technologies, Inc.		Senior Secured	11.5%		3,724,982		3,628,582		3,628,581		10/1/2021
	ICX Media, Inc.		Senior Secured	12.5%		494,719		449,055		449,055		5/1/2022
	Interana, Inc.		Senior Secured	11.2%		2,440,968		2,370,178		2,370,178		6/1/2021
	Invoice2Go, Inc.		Senior Secured	11.8%		430,986		416,112		416,112		6/1/2020
	Invoice2Go, Inc.		Senior Secured	11.8%		1,215,338		1,186,566		1,186,566		4/1/2021
	Invoice2Go, Inc.		Senior Secured	11.8%		1,215,507		1,215,507		1,215,507		4/1/2021
	Invoice2Go, Inc.		Senior Secured	11.8%		1,041,998		1,041,998		1,041,998		4/1/2021
	Invoice2Go, Inc.		Senior Secured	12.0%		989,160		862,002		862,002		3/1/2022
	Invoice2Go, Inc.		Senior Secured	12.0%		989,590		972,077		972,077		7/1/2022
	Invoice2Go, Inc.		Senior Secured	12.0%		989,997		970,422		970,422		11/1/2022
	Invoice2Go, Inc. Subtotal					6,872,576		6,664,684		6,664,684
	Ipolipo, Inc.		Senior Secured	12.0%		2,473,300		2,375,033		2,375,033		12/1/2021
	JethroData, Inc.**^		Senior Secured	18.0%		704,868		681,877		306,631		*
	Loft, Inc.		Senior Secured	11.8%		624,258		597,272		597,272		9/1/2021
	Metarail, Inc.		Senior Secured	12.0%		633,331		600,636		418,298		10/1/2021
	Metawave Corporation		Senior Secured	12.0%		989,553		947,679		947,679		7/1/2022
	Metricly, Inc.		Senior Secured	12.2%		480,271		447,640		447,640		11/1/2021
	Mines.io, Inc.**^		Senior Secured	12.0%		232,701		225,739		225,739		7/1/2020
	Mines.io, Inc.**^		Senior Secured	12.2%		741,689		688,427		688,427		12/1/2021
	Mines.io, Inc.**^		Senior Secured	12.5%		494,512		494,512		494,512		3/1/2022
	Mines.io, Inc.**^ Subtotal					1,468,902		1,408,678		1,408,678
	Mintigo, Inc.**^		Senior Secured	10.0%		191,112		187,420		187,420		4/1/2020

12

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
	Mintigo, Inc.**^		Senior Secured	10.0%		245,414		243,824		243,824		7/1/2020
	Mintigo, Inc.**^		Senior Secured	10.0%		359,615		356,049		356,049		7/1/2021
	Mintigo, Inc.**^ Subtotal					796,141		787,293		787,293
	Oohlala Mobile, Inc.**^		Senior Secured	11.5%		225,823		225,823		225,823		9/1/2021
	Oohlala Mobile, Inc.**^		Senior Secured	11.5%		433,102		433,102		433,102		9/1/2021
	Oohlala Mobile, Inc.**^ Subtotal					658,925		658,925		658,925
	OrderGroove, Inc.		Senior Secured	12.0%		2,473,716		2,330,233		2,330,233		6/1/2023
	OrderGroove, Inc.		Senior Secured	12.0%		1,236,250		1,209,676		1,209,676		6/1/2023
	OrderGroove, Inc. Subtotal					3,709,966		3,539,909		3,539,909
	Owl Cameras, Inc.		Senior Secured	12.5%		3,459,895		3,212,982		3,212,982		12/1/2022
	PlushCare, Inc.		Senior Secured	11.8%		989,613		930,801		930,801		5/1/2022
	PrivCo Holdings, Inc.		Senior Secured	12.0%		345,975		330,924		330,924		2/1/2021
	Resilio, Inc.		Senior Secured	12.8%		181,169		151,169		151,169		3/1/2021
	Resilio, Inc.		Senior Secured	12.8%		196,417		196,417		196,417		5/1/2021
	Resilio, Inc. Subtotal					377,586		347,586		347,586
	Securly, Inc.		Senior Secured	11.5%		156,858		146,030		146,030		12/1/2020
	Securly, Inc.		Senior Secured	11.5%		470,726		464,620		464,620		12/1/2020
	Securly, Inc. Subtotal					627,584		610,650		610,650
	Skillshare, Inc.		Senior Secured	12.0%		1,628,700		1,550,290		1,550,290		6/1/2021
	Skillshare, Inc.		Senior Secured	12.5%		989,137		971,045		971,045		1/1/2022
	Skillshare, Inc.		Senior Secured	12.8%		989,258		970,699		970,699		4/1/2022
	Skillshare, Inc. Subtotal					3,607,095		3,492,034		3,492,034
	Stitch Labs, Inc.		Senior Secured	12.0%		1,483,988		1,376,206		1,376,206		2/1/2022
	Stitch Labs, Inc.		Senior Secured	12.2%		742,309		724,794		724,794		6/1/2022
	Stitch Labs, Inc. Subtotal					2,226,297		2,101,000		2,101,000
	Swivel, Inc.		Senior Secured	12.0%		247,420		225,634		225,634		8/1/2022
	Swivel, Inc.		Senior Secured	12.0%		247,474		247,474		247,474		10/1/2022
	Swivel, Inc. Subtotal					494,894		473,108		473,108
	Swrve, Inc.		Senior Secured	11.8%		1,087,028		1,062,315		1,062,315		11/1/2020
	Talla, Inc.		Senior Secured	12.5%		494,627		451,791		451,791		5/1/2022
	The/Studio Technologies, Inc.		Senior Secured	11.0%		321,618		310,200		310,200		6/1/2020
	Trendalytics Innovation Labs, Inc.		Senior Secured	12.8%		296,759		258,242		258,242		6/1/2022
	Unmetric, Inc.		Senior Secured	11.5%		109,639		107,235		107,235		2/1/2020
	VenueNext, Inc.		Senior Secured	11.0%		592,617		575,574		575,574		5/1/2020
	VenueNext, Inc.		Senior Secured	11.2%		1,265,148		1,257,946		1,257,946		7/1/2021
	VenueNext, Inc.		Senior Secured	11.2%		1,398,018		1,377,153		1,377,153		10/1/2021
	VenueNext, Inc. Subtotal					3,255,783		3,210,673		3,210,673
	Venuetize, LLC		Senior Secured	12.2%		247,254		220,962		220,962		4/1/2022
	Vuemix, Inc.		Senior Secured	11.2%		148,734		144,749		144,749		11/1/2020
	Workspot, Inc.		Senior Secured	12.0%		323,687		310,402		310,401		6/1/2020
	Workspot, Inc.		Senior Secured	12.0%		471,574		464,554		464,554		12/1/2020
	Workspot, Inc.		Senior Secured	12.0%		677,403		628,671		628,671		9/1/2021
	Workspot, Inc. Subtotal					1,472,664		1,403,627		1,403,626
	Xeeva, Inc.		Senior Secured	12.0%		1,137,207		1,129,598		1,129,598		7/1/2020
Software Total		32.0%				$	71,603,316	$	67,778,864	$	67,104,175
Technology Services
	AirHelp, Inc.		Senior Secured	10.0%		$	490,464	$	481,502	$	481,502	5/1/2020
	AirHelp, Inc.		Senior Secured	10.0%		287,495		285,460		285,460		7/1/2020
	AirHelp, Inc.		Senior Secured	10.0%		350,071		346,877		346,877		10/1/2020
	AirHelp, Inc. Subtotal					1,128,030		1,113,839		1,113,839
	Akademos, Inc.		Junior Secured	13.5%	1.5%	514,063		478,258		478,258		8/1/2020
	Blazent, Inc.		Senior Secured	12.0%		1,666,887		1,389,863		884,826		*
	Blue Technologies Limited**^		Senior Secured	11.0%		451,942		446,914		446,914		4/1/2020
	Callisto Media, Inc.		Senior Secured	10.0%		1,693,093		1,679,141		1,679,141		6/1/2020

13

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
	Callisto Media, Inc.		Senior Secured	10.0%		836,205		832,132		832,132		9/1/2020
	Callisto Media, Inc.		Senior Secured	10.0%		991,240		985,521		985,521		12/1/2020
	Callisto Media, Inc.		Senior Secured	10.0%		991,300		983,868		983,868		3/1/2021
	Callisto Media, Inc.		Senior Secured	10.0%		2,972,594		2,796,381		2,796,381		12/1/2021
	Callisto Media, Inc.		Senior Secured	10.0%		2,973,269		2,925,453		2,925,453		3/1/2022
	Callisto Media, Inc.		Senior Secured	10.0%		2,973,940		2,920,855		2,920,855		6/1/2022
	Callisto Media, Inc.		Senior Secured	10.0%		2,974,561		2,909,689		2,909,689		9/1/2022
	Callisto Media, Inc. Subtotal					16,406,202		16,033,040		16,033,040
	CloudIQ Ltd.**^		Senior Secured	12.0%		628,665		583,577		583,577		12/1/2020
	CloudIQ Ltd.**^		Senior Secured	12.0%		660,443		660,443		660,443		1/1/2021
	CloudIQ Ltd.**^		Senior Secured	12.0%		753,756		753,756		753,756		4/1/2021
	CloudIQ Ltd.**^ Subtotal					2,042,864		1,997,776		1,997,776
	Dolly, Inc.		Senior Secured	12.0%		647,833		630,192		630,192		5/1/2021
	Keyo AI Inc.		Senior Secured	10.0%		495,587		464,763		464,763		2/1/2022
	Liftit, Inc.**^		Senior Secured	12.0%		494,952		447,334		447,334		8/1/2022
	Loansnap Holdings Inc.**		Senior Secured	11.0%		2,724,688		2,574,407		2,574,407		6/1/2022
	PayJoy, Inc.**		Senior Secured	12.0%		18,897		18,867		18,867		8/1/2019
	PayJoy, Inc.**		Senior Secured	10.0%		872,566		837,849		837,849		8/1/2021
	PayJoy, Inc.** Subtotal					891,463		856,716		856,716
	Relimetrics, Inc.		Senior Secured	11.2%		371,246		352,738		352,738		1/1/2022
	Riffyn, Inc.		Senior Secured	11.5%		722,089		697,627		697,627		3/1/2021
	Riffyn, Inc.		Senior Secured	11.5%		406,969		400,785		400,785		6/1/2021
	Riffyn, Inc. Subtotal					1,129,058		1,098,412		1,098,412
	Sixup PBC, Inc.**		Senior Secured	18.0%		71,933		70,979		70,979		*
	SocialChorus, Inc.		Senior Secured	12.0%		1,202,709		1,165,679		1,165,679		1/1/2021
	SocialChorus, Inc.		Senior Secured	12.0%		801,838		792,715		792,715		1/1/2021
	SocialChorus, Inc. Subtotal					2,004,547		1,958,394		1,958,394
	TrueFacet, Inc.		Senior Secured	10.9%		946,610		911,092		243,852		*
	Zeel Networks, Inc.		Senior Secured	11.0%		456,901		449,131		449,131		8/1/2020
	Zeel Networks, Inc.		Senior Secured	11.0%		228,456		227,101		227,101		8/1/2020
	Zeel Networks, Inc.		Senior Secured	11.0%		228,472		226,907		226,907		8/1/2020
	Zeel Networks, Inc.		Senior Secured	11.0%		1,237,658		1,161,818		1,161,818		3/1/2022
	Zeel Networks, Inc.		Senior Secured	11.0%		1,238,017		1,215,698		1,215,698		3/1/2022
	Zeel Networks, Inc. Subtotal					3,389,504		3,280,655		3,280,655
Technology Services Total		15.7%				$	35,377,409	$	34,105,372	$	32,933,095
Wireless
	Juvo Mobile, Inc.**		Senior Secured	11.0%		$	55,863	$	55,429	$	55,429	9/1/2019
	Juvo Mobile, Inc.**		Senior Secured	11.0%		128,001		127,494		127,494		1/1/2020
	Juvo Mobile, Inc.**		Senior Secured	11.0%		145,631		144,899		144,899		2/1/2020
	Juvo Mobile, Inc.** Subtotal					329,495		327,822		327,822
	Nextivity, Inc.		Senior Secured	12.0%		3,840,093		3,839,830		3,839,830		6/1/2021
	Nextivity, Inc.		Senior Secured	12.0%		1,047,662		1,047,662		1,047,662		6/1/2021
	Nextivity, Inc. Subtotal					4,887,755		4,887,492		4,887,492
	Parallel Wireless, Inc.		Senior Secured	11.8%		1,269,207		1,253,975		1,253,975		4/1/2020
	Parallel Wireless, Inc.		Senior Secured	11.8%		845,674		839,228		839,228		10/1/2020
	Parallel Wireless, Inc. Subtotal					2,114,881		2,093,203		2,093,203
Wireless Total		3.5%				$	7,332,131	$	7,308,517	$	7,308,517
Grand Total		175.7%				$	394,788,067	$	377,401,288	$	368,482,704

* As of June 30, 2019, loans with a cost basis of $17.7 million and a fair value of $10.5 million were classified as non-accrual. These loans have been accelerated from their 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.

14

** Indicates assets that the Fund deems “non-qualifying assets” under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of the Fund’s total assets at the time of acquisition of any additional non-qualifying assets. As of June 30, 2019, 11.2% of the Fund’s total assets represented non-qualifying assets. As part of this calculation, the numerator consists of all eligible portfolio companies as defined in Section 2(a)(46) of the 1940 Act; and the denominator consists of total assets less the assets described in Section 55(a)(7) of the 1940 Act.

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

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

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

See notes to condensed financial statements

15

VENTURE LENDING & LEASING VIII, INC.

CONDENSED SCHEDULES OF INVESTMENTS (UNAUDITED)

AS OF DECEMBER 31, 2018

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

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
Biotechnology
	Antheia, Inc.		Senior Secured	11.5%		$	1,485,403	$	1,376,139	$	1,376,139	12/1/2022
	Orpheus Therapeutics, Inc.		Senior Secured	18.0%		178,510		174,288		—		*
	Phylagen, Inc.		Senior Secured	12.0%		59,449		58,346		58,346		7/1/2019
	Phylagen, Inc.		Senior Secured	12.0%		122,508		121,178		121,178		3/1/2020
	Phylagen, Inc. Subtotal					181,957		179,524		179,524
Biotechnology Total		0.7%				$	1,845,870	$	1,729,951	$	1,555,663
Computers and Storage
	Canary Connect, Inc.		Senior Secured	12.8%		$	1,085,881	$	861,061	$	861,061	12/1/2020
	HyperGrid, Inc.		Senior Secured	11.5%		537,952		528,364		528,364		12/1/2019
	Rigetti & Co., Inc.		Senior Secured	9.0%	2.8%	48,635		48,504		48,504		1/1/2019
	Rigetti & Co., Inc.		Senior Secured	9.0%	2.8%	1,432,659		1,410,884		1,410,884		1/1/2020
	Rigetti & Co., Inc. Subtotal					1,481,294		1,459,388		1,459,388
Computers and Storage Total		1.3%				$	3,105,127	$	2,848,813	$	2,848,813
Enterprise Networking
	SnapRoute, Inc.		Senior Secured	11.0%		$	3,466,659	$	3,266,067	$	3,266,067	11/1/2021
Enterprise Networking Total		1.5%				$	3,466,659	$	3,266,067	$	3,266,067
Internet
	Amino Payments, Inc.		Senior Secured	9.0%	5.2%	$	256,492	$	246,252	$	246,252	3/1/2021
	Amino Payments, Inc.		Senior Secured	9.0%	4.4%	254,592		251,329		251,329		3/1/2021
	Amino Payments, Inc.		Senior Secured	9.0%	4.1%	126,953		125,274		125,274		3/1/2021
	Amino Payments, Inc.		Senior Secured	9.0%	4.8%	625,521		597,770		597,770		12/1/2021
	Amino Payments, Inc. Subtotal					1,263,558		1,220,625		1,220,625
	Apartment List, Inc.		Senior Secured	11.0%		506,854		497,685		497,685		11/1/2019
	Bitfinder, Inc.		Senior Secured	10.5%		360,053		351,451		351,451		9/1/2020
	Bombfell, Inc.		Senior Secured	11.0%		465,802		460,263		460,263		4/1/2021
	Bombfell, Inc.		Senior Secured	11.0%		421,445		405,621		405,621		1/1/2021
	Bombfell, Inc. Subtotal					887,247		865,884		865,884
	CapLinked, Inc.		Senior Secured	12.8%		9,565		9,550		9,550		1/1/2019
	Clearsurance, Inc.		Senior Secured	10.0%		902,861		863,204		863,204		3/1/2021
	Clearsurance, Inc.		Senior Secured	10.5%		991,088		972,512		972,512		9/1/2021
	Clearsurance, Inc. Subtotal					1,893,949		1,835,716		1,835,716
	Daily Muse, Inc.		Senior Secured	11.0%		2,969,554		2,834,169		2,834,169		12/1/2021
	Daily Muse, Inc.		Senior Secured	11.0%		2,970,137		2,926,846		2,926,846		12/1/2021
	Daily Muse, Inc. Subtotal					5,939,691		5,761,015		5,761,015
	Darby Smart, Inc.		Senior Secured	12.0%		1,409,885		1,358,924		1,358,924		2/1/2021
	DreamCloud Holdings, LLC		Senior Secured	11.8%		471,111		438,773		438,773		6/1/2020
	DreamCloud Holdings, LLC		Senior Secured	11.8%		172,846		163,907		163,907		8/1/2020
	DreamCloud Holdings, LLC		Senior Secured	11.5%		2,531,906		2,334,083		2,334,083		1/1/2021
	DreamCloud Holdings, LLC		Senior Secured	12.0%		4,948,333		4,232,618		4,232,618		12/1/2021
	DreamCloud Holdings, LLC Subtotal					8,124,196		7,169,381		7,169,381
	Figure 1, Inc.** ^		Senior Secured	10.5%		990,613		901,337		901,337		6/1/2021

16

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
	Figure 1, Inc.** ^		Senior Secured	10.5%		991,171		968,299		968,299		12/1/2021
	Figure 1, Inc.** ^ Subtotal					1,981,784		1,869,636		1,869,636
	FLYR, Inc.		Senior Secured	11.5%		1,485,061		1,335,150		1,335,150		9/1/2021
	FLYR, Inc.		Senior Secured	11.8%		2,475,512		2,409,562		2,409,562		1/1/2022
	FLYR, Inc. Subtotal					3,960,573		3,744,712		3,744,712
	Honk Technologies, Inc.		Senior Secured	11.5%		645,595		633,385		633,385		12/1/2019
	Honk Technologies, Inc.		Senior Secured	11.5%		595,641		589,925		589,925		5/1/2020
	Honk Technologies, Inc. Subtotal					1,241,236		1,223,310		1,223,310
	iZENEtech, Inc.** ^		Senior Secured	11.0%		4,139,342		3,934,544		3,934,544		1/1/2021
	iZENEtech, Inc.** ^		Senior Secured	11.0%		4,859,809		4,768,966		4,768,966		6/1/2021
	iZENEtech, Inc.** ^ Subtotal					8,999,151		8,703,510		8,703,510
	Lenddo International** ^		Senior Secured	12.0%		1,688,859		1,590,138		1,590,138		1/1/2021
	Linden Research Inc.		Senior Secured	11.0%		5,940,274		5,559,519		5,559,519		9/1/2021
	Linden Research Inc.		Senior Secured	11.0%		986,861		961,345		961,345		3/1/2022
	Linden Research Inc. Subtotal					6,927,135		6,520,864		6,520,864
	MassDrop, Inc.		Senior Secured	10.5%		7,429,293		6,804,769		6,804,769		1/1/2022
	Osix Corporation		Senior Secured	12.3%		98,605		80,379		80,379		12/1/2021
	Playstudios, Inc.		Senior Secured	10.0%		963,077		936,909		936,909		3/1/2021
	Protecht, Inc.		Senior Secured	12.5%		988,684		926,867		926,867		12/1/2021
	Radius Intelligence, Inc.		Senior Secured	8.0%	9.2%	7,421,159		7,126,941		6,151,429		10/1/2021
	Relay Network, LLC		Senior Secured	8.0%	4.4%	732,924		711,759		711,759		9/1/2020
	Relay Network, LLC		Senior Secured	8.0%	4.4%	733,049		724,776		724,776		9/1/2020
	Relay Network, LLC Subtotal					1,465,973		1,436,535		1,436,535
	Spot.IM, Ltd.** ^		Senior Secured	12.5%		216,500		208,266		208,266		12/1/2019
	Spot.IM, Ltd.** ^		Senior Secured	12.5%		149,520		146,386		146,386		5/1/2020
	Spot.IM, Ltd.** ^		Senior Secured	11.8%		149,016		142,655		142,655		5/1/2020
	Spot.IM, Ltd.** ^ Subtotal					515,036		497,307		497,307
	SpotOn Computing, Inc.		Senior Secured	11.5%		1,483,837		1,418,912		1,418,912		10/1/2020
	SpotOn Computing, Inc.		Senior Secured	12.0%		494,584		483,541		483,541		3/1/2021
	SpotOn Computing, Inc. Subtotal					1,978,421		1,902,453		1,902,453
	Stay alfred, Inc.		Senior Secured	11.8%		6,925,151		6,640,584		6,640,584		12/1/2021
	Super Home, Inc.		Senior Secured	11.3%		27,989		27,681		27,681		3/1/2019
	Tango Card, Inc.		Senior Secured	12.0%		1,175,591		1,158,103		1,158,103		11/1/2020
	Thrive Market, Inc.		Senior Secured	12.0%		1,514,559		1,493,078		1,493,078		9/1/2019
	Thrive Market, Inc.		Senior Secured	12.0%		757,323		753,587		753,587		9/1/2019
	Thrive Market, Inc.		Senior Secured	12.3%		7,420,042		7,134,488		7,134,488		4/1/2022
	Thrive Market, Inc. Subtotal					9,691,924		9,381,153		9,381,153
	Traackr, Inc.		Senior Secured	11.8%		18,941		18,860		18,860		1/1/2019
	Traackr, Inc.		Senior Secured	11.8%		37,334		37,179		37,179		4/1/2019
	Traackr, Inc. Subtotal					56,275		56,039		56,039
Internet Total		36.4%				$	83,930,914	$	79,698,121	$	78,722,609
Medical Devices
	Anutra Medical, Inc.		Senior Secured	10.0%		$	163,765	$	159,169	$	159,169	12/1/2019
	CytoVale, Inc.		Senior Secured	12.0%		618,631		566,206		566,206		3/1/2022
	Medrobotics Corporation, Inc.		Senior Secured	12.0%		9,893,475		8,990,046		8,990,046		6/1/2021
	NeuMoDx Molecular, Inc.		Senior Secured	12.0%		3,463,954		3,168,810		3,168,810		4/1/2023
	RadiAction Ltd.** ^		Senior Secured	11.5%		990,042		926,176		926,176		10/1/2021
	Renovia, Inc.		Senior Secured	11.0%		626,245		605,734		605,734		6/1/2020
	Renovia, Inc.		Senior Secured	11.0%		782,699		773,934		773,934		11/1/2020
	Renovia, Inc.		Senior Secured	10.5%		1,981,091		1,791,904		1,791,904		6/1/2021
	Renovia, Inc.		Senior Secured	10.5%		7,871,667		7,706,905		7,706,905		3/1/2022
	Renovia, Inc. Subtotal					11,261,702		10,878,477		10,878,477
Medical Devices Total		11.4%				$	26,391,569	$	24,688,884	$	24,688,884

17

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
Other Healthcare
	4G Clinical, LLC		Senior Secured	11.0%		$	658,240	$	638,103	$	638,103	7/1/2020
	Call9, Inc.		Senior Secured	9.0%	3.6%	848,846		769,574		769,574		1/1/2021
	Call9, Inc.		Senior Secured	9.0%	3.7%	424,710		418,710		418,710		1/1/2021
	Call9, Inc.		Senior Secured	9.0%	3.7%	424,800		418,435		418,435		1/1/2021
	Call9, Inc.		Senior Secured	9.0%	3.7%	439,294		431,092		431,092		2/1/2021
	Call9, Inc.		Senior Secured	9.0%	3.7%	453,372		445,006		445,006		3/1/2021
	Call9, Inc. Subtotal					2,591,022		2,482,817		2,482,817
	Caredox, Inc.		Senior Secured	11.3%		28,241		28,158		28,158		1/1/2019
	Caredox, Inc.		Senior Secured	11.8%		1,237,487		1,168,686		1,168,686		10/1/2021
	Caredox, Inc. Subtotal					1,265,728		1,196,844		1,196,844
	Clover Health Investment Corporation		Senior Secured	11.3%		9,894,125		9,894,125		9,894,125		10/1/2022
	Clover Health Investment Corporation		Senior Secured	11.0%		18,462,733		18,462,733		18,462,733		3/1/2022
	Clover Health Investment Corporation Subtotal					28,356,858		28,356,858		28,356,858
	Discover Echo, Inc.		Senior Secured	11.0%		610,296		571,549		571,549		12/1/2020
	Driver, Inc.		Senior Secured	18.0%		200,000		200,000		34,907		*
	Emerald Cloud Lab, Inc.		Senior Secured	11.8%		2,398,539		2,119,373		2,119,373		12/1/2021
	Hello Doctor, Ltd.** ^		Senior Secured	12.5%		19,830		19,492		19,492		3/1/2019
	Hello Heart Inc.		Senior Secured	10.8%		990,310		936,256		936,256		7/1/2021
	Hello Heart Inc.		Senior Secured	10.8%		1,486,442		1,454,661		1,454,661		10/1/2021
	Hello Heart Inc. Subtotal					2,476,752		2,390,917		2,390,917
	Lean Labs, Inc.		Senior Secured	12.0%		43,111		42,446		42,446		4/1/2019
	MD Revolution, Inc.		Senior Secured	12.5%		656,438		641,456		641,456		3/1/2020
	mPharma Data, Inc.** ^		Senior Secured	10.0%		269,554		260,665		260,665		11/1/2020
	mPharma Data, Inc.** ^		Senior Secured	10.0%		311,364		307,587		307,587		3/1/2021
	mPharma Data, Inc.** ^		Senior Secured	10.0%		2,973,381		2,877,982		2,877,982		11/1/2021
	mPharma Data, Inc.** ^ Subtotal					3,554,299		3,446,234		3,446,234
	Myolex, Inc.		Senior Secured	18.0%		762,531		726,537		238,967		*
	Naked Biome, Inc.		Senior Secured	12.0%		903,219		866,120		866,120		3/1/2021
	Project Healthy Living, Inc.		Senior Secured	11.0%		268,417		262,570		262,570		9/1/2019
	Robin Care, Inc.		Senior Secured	11.5%		989,483		948,592		948,592		7/1/2021
	Sparta Software Corporation		Senior Secured	10.0%	2.5%	112,015		108,064		108,064		6/1/2020
	Therapydia, Inc.		Senior Secured	11.5%		296,988		266,404		266,404		8/1/2022
	Therapydia, Inc.		Senior Secured	11.5%		297,029		287,234		287,234		12/1/2022
	Therapydia, Inc. Subtotal					594,017		553,638		553,638
	Trio Health Advisory Group, Inc.		Senior Secured	11.5%		75,208		74,744		74,744		2/1/2019
	Wellist, Inc.		Senior Secured	12.3%		22,599		22,260		22,260		3/1/2019
	Wellist, Inc.		Senior Secured	12.3%		86,406		85,410		85,410		12/1/2019
	Wellist, Inc. Subtotal					109,005		107,670		107,670
	Zillion Group, Inc.		Senior Secured	12.0%		660,404		635,016		481,706		7/1/2020
	Zillion Group, Inc.		Senior Secured	12.0%		814,451		802,169		608,503		12/1/2020
	Zillion Group, Inc. Subtotal					1,474,855		1,437,185		1,090,209
Other Healthcare Total		21.3%				$	48,119,863	$	47,191,209	$	46,191,570
Other Technology
	8i Corporation		Senior Secured	11.8%		$	2,251,497	$	2,187,461	$	2,187,461	12/1/2020
	Abiquo Group, Inc.** ^		Senior Secured	12.0%		421,970		410,047		410,047		1/1/2021
	Aclima, Inc.		Senior Secured	11.0%	0.5%	2,109,845		1,987,764		1,987,764		7/1/2021
	BloomLife, Inc.		Senior Secured	12.0%		169,302		163,710		163,710		4/1/2020
	Brightside Benefit, Inc.		Senior Secured	12.1%		742,419		676,970		676,970		9/1/2022
	CommunityCo, LLC		Senior Secured	12.0%		33,846		33,266		33,266		3/1/2019
	Consumer Physics, Inc.** ^		Senior Secured	11.0%		1,089,914		1,062,742		908,852		8/1/2019
	Dragonfly Vert, Inc.		Senior Secured	12.5%		984,722		928,746		928,746		12/1/2021

18

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal	Cost	Fair Value	Maturity Date
	Eguana Technologies, Inc.** ^		Senior Secured	12.5%		1,222,461	1,127,469	1,127,469	12/1/2020
	Eguana Technologies, Inc.** ^		Senior Secured	12.5%		741,911	725,764	725,764	8/1/2021
	Eguana Technologies, Inc.** ^		Senior Secured	12.5%		742,103	721,933	721,933	10/1/2021
	Eguana Technologies, Inc.** ^ Subtotal					2,706,475	2,575,166	2,575,166
	Ensyn Corporation		Senior Secured	12.3%		573,230	565,857	565,857	6/1/2019
	Ensyn Corporation		Senior Secured	12.3%		1,024,930	1,017,212	1,017,212	11/1/2019
	Ensyn Corporation Subtotal					1,598,160	1,583,069	1,583,069
	ESM Group International, Inc.		Senior Secured	12.0%		494,894	441,937	441,937	12/1/2021
	ETN Media, Inc.		Senior Secured	11.5%		211,603	206,043	173,058	7/1/2020
	ETN Media, Inc.		Senior Secured	11.5%		211,748	209,434	175,906	7/1/2020
	ETN Media, Inc. Subtotal					423,351	415,477	348,964
	Fitplan, Inc.** ^		Senior Secured	12.5%		742,195	689,277	689,277	3/1/2022
	Flo Water, Inc.		Senior Secured	11.5%		205,832	195,612	195,612	5/1/2020
	Flo Water, Inc.		Senior Secured	11.4%		885,620	848,315	848,315	5/1/2021
	Flo Water, Inc. Subtotal					1,091,452	1,043,927	1,043,927
	Gap Year Global, Inc.		Senior Secured	18.0%		90,768	86,359	—	*
	Greats Brand, Inc.		Senior Secured	11.0%		63,960	61,945	61,945	7/1/2019
	Greats Brand, Inc.		Senior Secured	11.0%		107,205	106,216	106,216	12/1/2019
	Greats Brand, Inc.		Senior Secured	10.0%		1,442,360	1,384,267	1,384,267	5/1/2021
	Greats Brand, Inc.		Senior Secured	10.0%		1,486,238	1,463,690	1,463,690	8/1/2021
	Greats Brand, Inc. Subtotal					3,099,763	3,016,118	3,016,118
	Heartwork, Inc.		Senior Secured	11.0%		465,983	436,474	281,506	9/1/2020
	Hint, Inc.		Senior Secured	11.0%		2,255,803	2,130,280	2,130,280	3/1/2021
	Hint, Inc.		Senior Secured	11.0%		2,474,151	2,474,151	2,474,151	7/1/2021
	Hint, Inc.		Senior Secured	11.0%		2,475,778	2,217,362	2,217,362	8/1/2021
	Hint, Inc. Subtotal					7,205,732	6,821,793	6,821,793
	Impossible Aerospace Corporation		Senior Secured	12.0%		345,963	334,448	334,448	8/1/2020
	Impossible Aerospace Corporation		Senior Secured	12.3%		211,129	207,899	207,899	1/1/2021
	Impossible Aerospace Corporation Subtotal					557,092	542,347	542,347
	June Life, Inc.		Senior Secured	11.8%		611,965	597,587	597,587	3/1/2020
	June Life, Inc.		Senior Secured	11.8%		612,139	605,287	605,287	3/1/2020
	June Life, Inc. Subtotal					1,224,104	1,202,874	1,202,874
	Kobo360 Inc.** ^		Senior Secured	11.3%		247,553	235,597	235,597	6/1/2020
	Kobo360 Inc.** ^		Senior Secured	11.3%		247,607	247,607	247,607	9/1/2020
	Kobo360 Inc.** ^ Subtotal					495,160	483,204	483,204
	Kogniz, Inc.		Senior Secured	12.8%		370,935	274,751	274,751	9/1/2021
	LanzaTech New Zealand Ltd.		Senior Secured	13.0%		1,669,064	1,588,287	1,588,287	3/1/2020
	LanzaTech New Zealand Ltd.		Senior Secured	13.0%		2,264,030	2,235,397	2,235,397	9/1/2020
	LanzaTech New Zealand Ltd.		Senior Secured	13.3%		2,257,809	2,233,790	2,233,790	3/1/2021
	LanzaTech New Zealand Ltd. Subtotal					6,190,903	6,057,474	6,057,474
	Loftium, Inc.		Senior Secured	11.5%		587,828	554,806	554,806	11/1/2020
	Loftium, Inc.		Senior Secured	12.3%		247,422	242,046	242,046	8/1/2021
	Loftium, Inc. Subtotal					835,250	796,852	796,852
	Make School, Inc.		Senior Secured	11.3%		990,265	937,821	937,821	8/1/2021
	Neuehouse, LLC		Senior Secured	12.0%		1,750,000	1,323,215	1,323,215	*
	Nevada Nanotech Systems, Inc.		Senior Secured	12.0%		989,590	906,963	906,963	6/1/2021
	North American Robotics Corporation		Senior Secured	11.0%		148,588	138,385	138,385	5/1/2020
	North American Robotics Corporation		Senior Secured	11.0%		172,473	170,186	170,186	8/1/2020
	North American Robotics Corporation Subtotal					321,061	308,571	308,571
	Northern Quinoa Production Corporation** ^		Senior Secured	12.0%		7,911,533	7,595,867	7,595,867	11/1/2021
	Noteleaf, Inc.		Senior Secured	11.0%		1,081,842	1,062,771	1,062,771	9/1/2020

19

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value			Maturity Date
	Opya, Inc.		Senior Secured	12.0%		429,764		407,656		407,656			4/1/2021
	PDQ Enterprises LLC**		Senior Secured	11.0%		2,814,193		2,770,652		2,770,652			2/1/2021
	Percepto Robotics, Ltd.** ^		Senior Secured	12.5%		519,650		500,525		500,525			8/1/2020
	Percepto Robotics, Ltd.** ^		Senior Secured	12.5%		244,467		240,262		240,262			12/1/2020
	Percepto Robotics, Ltd.** ^ Subtotal					764,117		740,787		740,787
	PLAE, Inc.		Senior Secured	9.0%	3.2%	1,135,076		1,110,298		1,110,298			12/1/2020
	Planet Labs, Inc.		Senior Secured	11.0%		12,362,729		11,937,236		11,937,236			11/1/2021
	Planet Labs, Inc.		Senior Secured	11.0%		12,375,336		12,375,336		12,375,336			8/1/2022
	Planet Labs, Inc. Subtotal					24,738,065		24,312,572		24,312,572
	Plenty Unlimited, Inc.		Senior Secured	9.0%	11.7%	1,120,932		1,087,343		1,087,343			1/1/2021
	Plenty Unlimited, Inc.		Senior Secured	9.0%	9.4%	1,166,482		1,153,018		1,153,018			3/1/2021
	Plenty Unlimited, Inc.		Senior Secured	9.0%	11.7%	3,040,235		2,925,880		2,925,880			9/1/2021
	Plenty Unlimited, Inc. Subtotal					5,327,649		5,166,241		5,166,241
	Plethora, Inc.		Senior Secured	9.0%	4.3%	225,218		223,515		223,515			3/1/2019
	Plethora, Inc.		Senior Secured	9.0%	4.3%	149,605		149,118		149,118			3/1/2019
	Plethora, Inc.		Senior Secured	9.0%	4.4%	888,735		851,940		851,940			2/1/2021
	Plethora, Inc.		Senior Secured	9.0%	5.1%	910,868		897,450		897,450			8/1/2021
	Plethora, Inc.		Senior Secured	9.5%	4.3%	500,151		462,878		462,878			6/1/2021
	Plethora, Inc.		Senior Secured	9.5%	4.3%	248,860		244,096		244,096			9/1/2021
	Plethora, Inc.		Senior Secured	9.5%	4.3%	496,863		486,908		486,908			10/1/2021
	Plethora, Inc. Subtotal					3,420,300		3,315,905		3,315,905
	Rosco & Benedetto Co, Inc.		Senior Secured	11.0%		122,323		119,832		119,832			9/1/2019
	Scoot Networks, Inc.		Senior Secured	12.8%		879,262		818,310		818,310			3/1/2021
	Showroom, Inc.		Senior Secured	12.0%		1,068,037		1,003,835		1,003,835			3/1/2020
	SkyKick, Inc.		Senior Secured	10.5%		937,688		909,812		909,812			6/1/2020
	SkyKick, Inc.		Senior Secured	10.5%		375,566		370,957		370,957			10/1/2020
	SkyKick, Inc.		Senior Secured	10.5%		391,035		385,892		385,892			11/1/2020
	SkyKick, Inc.		Senior Secured	11.0%		4,952,637		4,660,147		4,660,147			6/1/2022
	SkyKick, Inc. Subtotal					6,656,926		6,326,808		6,326,808
	Strong Arm Technologies, Inc.		Senior Secured	12.0%		1,081,134		1,031,438		1,031,438			5/1/2021
	TAE Technologies, Inc.		Senior Secured	12.5%		9,019,608		8,689,345		8,689,345			3/1/2021
	TAE Technologies, Inc.		Senior Secured	12.5%		2,327,066		2,288,844		2,288,844		��	4/1/2021
	TAE Technologies, Inc. Subtotal					11,346,674		10,978,189		10,978,189
	Terramera, Inc.** ^		Senior Secured	12.0%		1,718,872		1,614,526		1,614,526			4/1/2021
	Terramera, Inc.** ^		Senior Secured	12.0%		859,628		842,573		842,573			4/1/2021
	Terramera, Inc.** ^ Subtotal					2,578,500		2,457,099		2,457,099
	Theatro Labs, Inc.		Senior Secured	12.0%		1,484,478		1,426,311		1,426,311			8/1/2022
	UniEnergy Technologies, LLC		Senior Secured	12.3%		4,944,241		4,641,397		4,641,397			12/1/2020
	Virtuix Holdings, Inc.		Senior Secured	11.0%		493,447		480,680		480,680			7/1/2020
	Virtuix Holdings, Inc.		Senior Secured	12.3%		247,423		239,317		239,317			4/1/2022
	Virtuix Holdings, Inc. Subtotal					740,870		719,997		719,997
	Wine Plum, Inc.		Senior Secured	11.0%		325,940		321,469		321,469			9/1/2019
	Wine Plum, Inc.		Senior Secured	11.0%		163,078		162,089		162,089			9/1/2019
	Wine Plum, Inc.		Senior Secured	11.0%		163,116		161,937		161,937			9/1/2019
	Wine Plum, Inc. Subtotal					652,134		645,495		645,495
Other Technology Total		52.5%				$	118,623,766	$	114,045,835	$	113,584,105
Security
	Axonius, Inc.		Senior Secured	12.0%		$	494,882	$	470,235	$	470,235		9/1/2021
	Karamba Security Ltd.** ^		Senior Secured	12.0%		1,483,746		1,206,347		1,206,347			12/1/2021
	Nok Nok Labs, Inc.		Senior Secured	12.5%		524,603		470,577		470,577			12/1/2020
	Nok Nok Labs, Inc.		Senior Secured	12.5%		988,949		959,222		959,222			6/1/2022
	Nok Nok Labs, Inc. Subtotal					1,513,552		1,429,799		1,429,799
	Safetrust Holdings, Inc.		Senior Secured	12.5%		494,508		447,173		447,173			6/1/2021
	ThinAir Labs, Inc.		Senior Secured	18.0%		1,128,607		1,105,396		—			*

20

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
Security Total		1.6%				$	5,115,295	$	4,658,950	$	3,553,554
Semiconductors and Equipment
	ETA Compute, Inc.		Senior Secured	10.3%		$	89,662	$	88,268	$	88,268	10/1/2019
	ETA Compute, Inc.		Senior Secured	10.5%		172,132		170,545		170,545		8/1/2020
	ETA Compute, Inc.		Senior Secured	12.0%		1,484,845		1,404,604		1,404,604		11/1/2021
	ETA Compute, Inc. Subtotal					1,746,639		1,663,417		1,663,417
	Innophase, Inc.		Senior Secured	11.8%		6,924,661		6,661,554		6,661,554		6/1/2021
	Innophase, Inc.		Senior Secured	11.8%		2,969,442		2,913,473		2,913,473		6/1/2021
	Innophase, Inc. Subtotal					9,894,103		9,575,027		9,575,027
Semiconductors and Equipment Total		5.2%				$	11,640,742	$	11,238,444	$	11,238,444
Software
	Apptimize, Inc.		Senior Secured	10.5%		$	55,593	$	55,467	$	55,467	3/1/2019
	Aptible, Inc.		Senior Secured	11.8%		201,258		196,606		196,606		2/1/2021
	ArborMetrix, Inc.		Senior Secured	11.5%		990,207		990,207		990,207		6/1/2022
	ArborMetrix, Inc.		Senior Secured	11.5%		3,463,958		3,270,319		3,270,319		6/1/2022
	ArborMetrix, Inc. Subtotal					4,454,165		4,260,526		4,260,526
	Blockdaemon, Inc.		Senior Secured	11.3%		247,555		219,310		219,310		8/1/2021
	Bloomboard, Inc.		Senior Secured	18.0%		2,017,197		2,001,360		751,755		*
	BlueCart, Inc.		Senior Secured	12.5%		215,283		211,017		211,017		1/1/2020
	BlueCart, Inc.		Senior Secured	12.8%		107,832		106,891		106,891		1/1/2020
	BlueCart, Inc. Subtotal					323,115		317,908		317,908
	Bricksolve, Inc.		Senior Secured	11.0%		990,129		957,296		957,296		1/7/2019
	Cloudleaf, Inc.		Senior Secured	12.0%		989,055		939,488		939,488		9/1/2021
	DealPath, Inc.		Senior Secured	11.0%		1,415,432		1,378,302		1,378,302		5/1/2021
	DemystData Limited		Senior Secured	11.8%		596,110		569,404		569,404		5/1/2020
	DemystData Limited		Senior Secured	11.8%		329,961		325,960		325,960		7/1/2020
	DemystData Limited Subtotal					926,071		895,364		895,364
	Drift Marketplace, Inc.		Senior Secured	11.0%		99,217		96,154		96,154		3/1/2020
	Drift Marketplace, Inc.		Senior Secured	11.0%		132,298		131,274		131,274		3/1/2020
	Drift Marketplace, Inc.		Senior Secured	11.0%		99,469		98,666		98,666		3/1/2020
	Drift Marketplace, Inc. Subtotal					330,984		326,094		326,094
	Dynamics, Inc.		Senior Secured	12.5%		7,420,031		6,251,460		6,251,460		8/1/2021
	Estify, Inc.		Senior Secured	11.5%		842,819		825,560		825,560		11/1/2020
	Fortress IQ, Inc.		Senior Secured	11.3%		725,192		691,617		691,617		11/1/2021
	Gearbox Software, LLC		Senior Secured	11.0%		2,162,999		2,044,974		2,044,974		9/1/2020
	Gearbox Software, LLC		Senior Secured	11.0%		1,566,288		1,555,055		1,555,055		11/1/2020
	Gearbox Software, LLC		Senior Secured	11.0%		2,257,770		2,241,559		2,241,559		3/1/2021
	Gearbox Software, LLC Subtotal					5,987,057		5,841,588		5,841,588
	GoFormz, Inc.		Senior Secured	12.0%		979,727		944,903		944,903		11/1/2020
	HealthPrize Technologies, LLC		Senior Secured	12.0%		107,920		105,559		105,559		12/1/2019
	Highfive Technologies, Inc.		Senior Secured	11.5%		3,956,592		3,823,051		3,823,051		10/1/2021
	IntelinAir, Inc.		Senior Secured	11.5%		27,659		26,308		26,308		6/1/2019
	IntelinAir, Inc.		Senior Secured	11.5%		27,660		27,660		27,660		6/1/2019
	IntelinAir, Inc. Subtotal					55,319		53,968		53,968
	Interana, Inc.		Senior Secured	11.3%		2,970,465		2,865,164		2,865,164		6/1/2021
	Interset Software, Inc.** ^		Senior Secured	9.0%	4.5%	448,295		443,235		443,235		10/1/2019
	Interset Software, Inc.** ^		Senior Secured	9.0%	4.5%	551,146		538,064		538,064		10/1/2020
	Interset Software, Inc.** ^		Senior Secured	9.0%	4.5%	1,980,668		1,902,100		1,902,100		4/1/2022
	Interset Software, Inc.** ^ Subtotal					2,980,109		2,883,399		2,883,399
	Invoice2Go, Inc.		Senior Secured	11.8%		628,200		597,161		597,161		6/1/2020
	Invoice2Go, Inc.		Senior Secured	11.8%		1,503,796		1,459,544		1,459,544		4/1/2021

21

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
	Invoice2Go, Inc.		Senior Secured	11.8%		1,504,063		1,504,063		1,504,063		4/1/2021
	Invoice2Go, Inc.		Senior Secured	11.8%		1,289,405		1,289,405		1,289,405		4/1/2021
	Invoice2Go, Inc.		Senior Secured	12.0%		989,788		829,825		829,825		3/1/2022
	Invoice2Go, Inc. Subtotal					5,915,252		5,679,998		5,679,998
	Ipolipo, Inc.		Senior Secured	12.0%		2,453,333		2,323,285		2,323,285		12/1/2021
	JethroData, Inc.** ^		Senior Secured	11.0%		879,868		856,877		410,091		*
	Libre Wireless Technologies, Inc.		Senior Secured	12.0%		232,701		225,633		225,633		1/23/2019
	Loft, Inc.		Senior Secured	11.8%		742,055		703,737		703,737		9/1/2021
	Metarail, Inc.		Senior Secured	12.0%		709,600		662,513		662,513		10/1/2021
	Metricly, Inc.		Senior Secured	12.3%		494,715		450,708		450,708		11/1/2021
	Mines.io, Inc.** ^		Senior Secured	12.0%		330,361		316,502		316,502		7/1/2020
	Mines.io, Inc.** ^		Senior Secured	12.3%		742,179		671,683		671,683		12/1/2021
	Mines.io, Inc.** ^		Senior Secured	12.5%		494,618		494,618		494,618		3/1/2022
	Mines.io, Inc.** ^ Subtotal					1,567,158		1,482,803		1,482,803
	Mintigo, Inc.** ^		Senior Secured	10.0%		298,378		289,605		289,605		4/1/2020
	Mintigo, Inc.** ^		Senior Secured	10.0%		350,038		346,830		346,830		7/1/2020
	Mintigo, Inc.** ^		Senior Secured	10.0%		435,345		430,085		430,085		7/1/2021
	Mintigo, Inc.** ^ Subtotal					1,083,761		1,066,520		1,066,520
	Oohlala Mobile, Inc.** ^		Senior Secured	11.5%		247,581		247,581		247,581		9/1/2021
	Oohlala Mobile, Inc.** ^		Senior Secured	11.5%		469,136		469,136		469,136		9/1/2021
	Oohlala Mobile, Inc.** ^ Subtotal					716,717		716,717		716,717
	OrderGroove, Inc.		Senior Secured	12.0%		2,474,167		2,311,992		2,311,992		6/1/2023
	PlushCare, Inc.		Senior Secured	11.8%		990,205		917,120		917,120		5/1/2022
	PowerInbox, Inc.** ^		Senior Secured	11.0%		234,838		230,952		230,952		6/1/2020
	PrivCo Holdings, Inc.		Senior Secured	12.0%		437,037		413,042		413,042		2/1/2021
	Resilio, Inc.		Senior Secured	12.8%		225,964		180,310		180,310		3/1/2021
	Resilio, Inc.		Senior Secured	12.8%		240,276		240,276		240,276		5/1/2021
	Resilio, Inc. Subtotal					466,240		420,586		420,586
	Securly, Inc.		Senior Secured	11.5%		203,439		185,408		185,408		12/1/2020
	Securly, Inc.		Senior Secured	11.5%		610,513		600,223		600,223		12/1/2020
	Securly, Inc. Subtotal					813,952		785,631		785,631
	Skillshare, Inc.		Senior Secured	12.0%		1,978,640		1,862,640		1,862,640		6/1/2021
	Stitch Labs, Inc.		Senior Secured	12.0%		1,484,916		1,346,447		1,346,447		2/1/2022
	Swrve, Inc.		Senior Secured	11.8%		1,424,472		1,381,998		1,381,998		11/1/2020
	The/Studio Technologies, Inc.		Senior Secured	11.0%		469,694		445,810		445,810		6/1/2020
	Unmetric, Inc.		Senior Secured	11.5%		186,526		179,841		179,841		2/1/2020
	VenueNext, Inc.		Senior Secured	11.0%		891,554		853,816		853,816		5/1/2020
	VenueNext, Inc.		Senior Secured	11.3%		1,484,792		1,474,224		1,474,224		7/1/2021
	VenueNext, Inc.		Senior Secured	11.3%		1,485,153		1,456,180		1,456,180		10/1/2021
	VenueNext, Inc. Subtotal					3,861,499		3,784,220		3,784,220
	Venuetize, LLC		Senior Secured	12.3%		247,416		214,060		214,060		4/1/2022
	Vuemix, Inc.		Senior Secured	11.3%		195,818		188,931		188,931		11/1/2020
	Workspot, Inc.		Senior Secured	12.0%		56,659		56,124		56,124		2/1/2019
	Workspot, Inc.		Senior Secured	12.0%		471,601		443,949		443,949		6/1/2020
	Workspot, Inc.		Senior Secured	12.0%		610,905		599,099		599,099		12/1/2020
	Workspot, Inc.		Senior Secured	12.0%		742,276		674,121		674,121		9/1/2021
	Workspot, Inc. Subtotal					1,881,441		1,773,293		1,773,293
	Xeeva, Inc.		Senior Secured	12.0%		1,599,279		1,584,229		1,584,229		7/1/2020
	Zoomdata, Inc.		Senior Secured	11.0%		3,959,817		3,815,227		3,815,227		10/1/2021
	Zoomdata, Inc.		Senior Secured	11.5%		736,105		699,299		699,299		3/1/2022
	Zoomdata, Inc. Subtotal					4,695,922		4,514,526		4,514,526
Software Total		32.6%				$	76,213,007	$	72,358,099	$	70,661,708
Technology Services
	AirHelp, Inc.		Senior Secured	10.0%		$	739,708	$	719,727	$	719,727	5/1/2020

22

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
	AirHelp, Inc.		Senior Secured	10.0%		410,079		405,975		405,975		7/1/2020
	AirHelp, Inc.		Senior Secured	10.0%		469,819		464,081		464,081		10/1/2020
	AirHelp, Inc. Subtotal					1,619,606		1,589,783		1,589,783
	Akademos, Inc.		Junior Secured	13.5%	1.5%	704,351		638,122		638,122		8/1/2020
	Blazent, Inc.		Senior Secured	12.0%		2,213,823		2,053,644		1,787,994		*
	Blue Technologies Limited** ^		Senior Secured	11.0%		674,934		660,668		660,668		4/1/2020
	Callisto Media, Inc.		Senior Secured	10.0%		2,478,096		2,448,577		2,448,577		6/1/2020
	Callisto Media, Inc.		Senior Secured	10.0%		991,300		983,910		983,910		9/1/2020
	Callisto Media, Inc.		Senior Secured	10.0%		991,359		982,309		982,309		12/1/2020
	Callisto Media, Inc.		Senior Secured	10.0%		991,416		980,731		980,731		3/1/2021
	Callisto Media, Inc.		Senior Secured	10.0%		2,973,925		2,755,865		2,755,865		12/1/2021
	Callisto Media, Inc.		Senior Secured	10.0%		2,974,561		2,916,595		2,916,595		3/1/2022
	Callisto Media, Inc.		Senior Secured	10.0%		2,974,168		2,912,738		2,912,738		6/1/2022
	Callisto Media, Inc. Subtotal					14,374,825		13,980,725		13,980,725
	CloudIQ Ltd.** ^		Senior Secured	12.0%		814,413		739,496		739,496		12/1/2020
	CloudIQ Ltd.** ^		Senior Secured	12.0%		844,365		844,365		844,365		1/1/2021
	CloudIQ Ltd.** ^		Senior Secured	12.0%		932,264		932,264		932,264		4/1/2021
	CloudIQ Ltd.** ^ Subtotal					2,591,042		2,516,125		2,516,125
	Dolly, Inc.		Senior Secured	12.0%		659,639		641,672		345,572		12/1/2020
	Freckle Education, Inc.		Senior Secured	10.0%		743,374		700,005		700,005		1/1/2022
	Freckle Education, Inc.		Senior Secured	10.0%		495,654		487,274		487,274		1/1/2022
	Freckle Education, Inc. Subtotal					1,239,028		1,187,279		1,187,279
	FSA Store, Inc.		Senior Secured	10.0%		1,733,072		1,662,701		1,662,701		12/1/2020
	Keyo AI Inc.		Senior Secured	10.0%		495,800		455,925		455,925		2/1/2022
	PayJoy, Inc.**		Senior Secured	12.0%		37,420		37,045		37,045		4/1/2019
	PayJoy, Inc.**		Senior Secured	12.0%		73,378		73,026		73,026		8/1/2019
	PayJoy, Inc.**		Senior Secured	10.0%		991,020		941,035		941,035		8/1/2021
	PayJoy, Inc.** Subtotal					1,101,818		1,051,106		1,051,106
	Relimetrics, Inc.		Senior Secured	11.3%		371,450		347,197		347,197		1/1/2022
	Riffyn, Inc.		Senior Secured	11.5%		903,197		864,874		864,874		3/1/2021
	Riffyn, Inc.		Senior Secured	11.5%		494,969		485,756		485,756		6/1/2021
	Riffyn, Inc. Subtotal					1,398,166		1,350,630		1,350,630
	Sixup PBC, Inc.**		Senior Secured	12.0%		138,941		137,308		137,308		6/1/2019
	SocialChorus, Inc.		Senior Secured	12.0%		1,483,366		1,423,001		1,423,001		1/1/2021
	SocialChorus, Inc.		Senior Secured	12.0%		988,950		974,019		974,019		1/1/2021
	SocialChorus, Inc. Subtotal					2,472,316		2,397,020		2,397,020
	TrueFacet, Inc.		Senior Secured	10.5%		475,650		465,480		281,611		8/1/2020
	TrueFacet, Inc.		Senior Secured	11.0%		207,942		205,781		124,495		3/1/2021
	TrueFacet, Inc.		Senior Secured	11.3%		228,041		225,453		136,397		6/1/2021
	TrueFacet, Inc. Subtotal					911,633		896,714		542,503
	Zeel Networks, Inc.		Senior Secured	11.0%		635,468		620,548		620,548		8/1/2020
	Zeel Networks, Inc.		Senior Secured	11.0%		317,744		315,135		315,135		8/1/2020
	Zeel Networks, Inc.		Senior Secured	11.0%		317,776		314,761		314,761		8/1/2020
	Zeel Networks, Inc.		Senior Secured	11.0%		1,238,318		1,139,829		1,139,829		3/1/2022
	Zeel Networks, Inc. Subtotal					2,509,306		2,390,273		2,390,273
Technology Services Total		15.3%				$	35,209,750	$	33,956,892	$	33,040,931
Wireless
	Juvo Mobile, Inc.**		Senior Secured	11.0%		$	163,085	$	159,967	$	159,967	9/1/2019
	Juvo Mobile, Inc.**		Senior Secured	11.0%		231,371		229,785		229,785		1/1/2020
	Juvo Mobile, Inc.**		Senior Secured	11.0%		248,068		246,012		246,012		2/1/2020
	Juvo Mobile, Inc.** Subtotal					642,524		635,764		635,764
	Nextivity, Inc.		Senior Secured	12.0%		4,664,416		4,664,024		4,664,024		6/1/2021
	Nextivity, Inc.		Senior Secured	12.0%		1,272,655		1,272,655		1,272,655		6/1/2021
	Nextivity, Inc. Subtotal					5,937,071		5,936,679		5,936,679
	Parallel Wireless, Inc.		Senior Secured	11.8%		1,973,157		1,937,081		1,937,081		4/1/2020

23

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate	End of Term Payment	Principal		Cost		Fair Value		Maturity Date
	Parallel Wireless, Inc.		Senior Secured	11.8%		1,130,176		1,118,659		1,118,659		10/1/2020
	Parallel Wireless, Inc. Subtotal					3,103,333		3,055,740		3,055,740
Wireless Total		4.4%				$	9,682,928	$	9,628,183	$	9,628,183
Grand Total		184.2%				$	423,345,490	$	405,309,448	$	398,980,531

* As of December 31, 2018, loans with a cost basis of $8.5 million and a fair value of $4.5 million were classified as non-accrual. These loans have been accelerated from their 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.

** Indicates assets that the Fund deems “non-qualifying assets” under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of the Fund’s total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2018, 11.6% of the Fund’s total assets represented non-qualifying assets. As part of this calculation, the numerator consists of all eligible portfolio companies as defined in Section 2(a)(46) of the 1940 Act; and the denominator consists of total assets less the assets described in Section 55(a)(7) of the 1940 Act.

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

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

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

See notes to condensed financial statements

24

VENTURE LENDING & LEASING VIII, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1. ORGANIZATION AND OPERATIONS OF THE FUND

Venture Lending & Leasing VIII, Inc. (the “Fund”) was incorporated in Maryland on May 6, 2015 as a non-diversified, closed-end management investment company electing status as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”) and is managed by Westech Investment Advisors, LLC (the “Manager” or “Management”). The Fund will be dissolved on December 31, 2025 unless the Board of Directors (the “Board”) opts to elect early dissolution. One hundred percent of the stock of the Fund is held by Venture Lending & Leasing VIII, LLC (the “Company”). Prior to commencing its operations on August 12, 2015, 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 July 2015. This issuance of stock was a requirement to apply for a finance lender’s license from the California Commissioner of Corporations, which was obtained on August 20, 2015.

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

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

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

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and 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. Within cash and cash equivalents, as of June 30, 2019, the Fund held 13,643,126 units in the Blackrock Treasury Trust Institutional

25

Fund valued at $1 per unit at a yield of 1.95% and $18,921 in cash, both together represented 6.51% of the net assets of the Fund.

Interest Income

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

Investment Valuation Procedures

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

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

As of June 30, 2019 and December 31, 2018, the financial statements included nonmarketable investments of $368.5 million and $399.0 million, respectively, (or 95.0% and 93.9% of the total assets, respectively), with the fair values determined by the Manager in the absence of readily determinable market values. Because of the inherent uncertainty of these valuations, estimated fair values of such investments may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. Below is the information used by the Manager in making these estimates.

Loans

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

Non-Accrual Loans

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

26

estimate of fair value. Interest received by the Fund on non-accrual loans will be recognized as interest income if and when the proceeds exceed the book value of the respective loan.

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

As of June 30, 2019, loans with a cost basis of $17.7 million and a fair value of $10.5 million were classified as non-accrual. As of December 31, 2018, loans with a cost basis of $8.5 million and a fair value of $4.5 million were classified as non-accrual.

Warrants and Equity Securities

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

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

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

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

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

The Fund engages an independent valuation company to provide valuation assistance with respect to the     warrants received as part of loan consideration, including an evaluation of the Fund’s valuation methodology and

the reasonableness of the assumptions used from the perspective of a market participant. The independent valuation company also calculates several of the inputs used, such as volatility and risk-free rate.

Other Assets and Liabilities

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

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

As of June 30, 2019 and December 31, 2018, based on the borrowing rates available to the Fund, the estimated fair values of the borrowings under the debt facility were $173.5 million and $203.0 million, respectively.

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.

Deferred Bank Fees

The deferred bank fees and costs associated with the debt facility are included in Other assets in the Condensed Statements of Assets and Liabilities and are being amortized over the estimated life of the facility, which currently matures on September 11, 2020. The amortization of these costs is recorded as Interest expense in the Condensed Statements of Operations.

Interest Rate Cap Agreement

The Fund had entered into an interest rate cap agreement which was primarily valued on the basis of the future expected interest rates on the remaining notional principal balance (see Note 8). This methodology was comparable to what a prospective acquirer would use in determining the amount they would pay on the measurement date. Valuation pricing models utilized to fair value the cap consider inputs such as forward rates, anticipated interest rate volatility relating to the reference rate, as well as time value and other factors underlying cap instruments. The interest rate cap contracts were recorded in the Condensed Statements of Assets and Liabilities at the estimated fair value. Subsequent changes in fair value were recorded in Net change in unrealized gain (loss) from derivative instruments in the Condensed Statements of Operations and the quarterly interest received on the interest rate cap contracts, if any, was recorded in Net realized gain (loss) from derivative instruments in the Condensed Statements of Operations. The interest rate cap agreement was canceled in April 2018 and the value was rolled over into an interest rate swap agreement effective March 30, 2018. Since inception through their cancellation, no interest was received on interest rate cap contracts.

Interest Rate Swap Agreement

The Fund entered into an interest rate swap agreement to hedge its interest rate on its expected borrowings under its debt facility (see Note 9). The Fund has entered into two types of swap transactions. The cancellable interest rate swap transaction is primarily valued on the basis of quotes obtained from banks, brokers and dealers and adjusted for counterparty risk and the optionality to terminate the swap early. The interest rate swap and floor transaction is also valued on the basis of quotes obtained from banks, brokers and dealers and adjusted for the counterparty risk and the interest rate floor. The valuation of both swap transactions also considers the future expected interest rates on the notional principal balances 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 transactions are recorded at fair value in either Derivative asset - interest rate swap or Derivative liability - interest rate swap in the Condensed Statements of Assets and Liabilities, depending on whether the value of the transaction is in favor of the Fund or the counterparty. The changes in fair value are recorded in Net change in unrealized gain (loss) from derivative instrumentsin the Condensed Statements of Operations and the quarterly interest received or paid on the interest rate swap transaction, if any, is recorded in Net realized gain (loss) from derivative instruments in the Condensed Statements of Operations. The interest rate swap agreement terminates on September 11, 2020. The cancellable interest rate swap has an option to terminate the swap early on March 31, 2020.

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3. FAIR VALUE DISCLOSURES

The Fund provides asset-based financing primarily to start-up and emerging growth venture-backed companies pursuant to commitments whereby the Fund agrees to finance assets and provide working or growth capital up to a specified amount for the term of the commitment, upon the terms and subject to the conditions specified by such commitment. Even though these loans are generally secured by the assets of the borrowers, the Fund in most cases is subject to the credit risk of such companies. As of June 30, 2019, 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 in the Condensed Schedules of Investments. All loans are senior to unsecured creditors and other secured creditors, unless as indicated in the Condensed Schedules of Investments.

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

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

For the three and six months ended June 30, 2019, the weighted-average interest rate on performing loans was 21.74% and 18.74%, respectively, which was inclusive of both cash and non-cash interest income. For the three and six months ended June 30, 2019, the weighted-average interest rate on the cash portion of the interest income was 17.70% and 15.13%, respectively. For the three and six months ended June 30, 2018, the weighted-average interest rate on performing loans was 16.13% and 15.61%, respectively, which was inclusive of both cash and non-cash interest income. For the three and six months ended June 30, 2018, the weighted-average interest rate on the cash portion of the interest income was 13.10% and 12.67%, respectively.

For the three and six months ended June 30, 2019, the weighted-average interest rate on all loans was 21.09% and 18.33%, respectively, which was inclusive of both cash and non-cash interest income. For the three and six months ended June 30, 2019, the weighted-average interest on the cash portion of the interest income was 17.17% and 14.80%, respectively. For the three and six months ended June 30, 2018, the weighted-average interest rate on all loans was 16.03% and 15.53%, respectively, which was inclusive of both cash and non-cash interest income. For the three and six months ended June 30, 2018, the weighted-average interest on the cash portion of the interest income was 13.01% and 12.61%, 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 period.

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

All loans as of June 30, 2019 and December 31, 2018 were pledged as collateral for the debt facility, and the Fund’s borrowings are generally collateralized by all assets of the Fund. As of June 30, 2019 and December 31, 2018, the Fund had unexpired unfunded commitments to borrowers of $70.5 million and $64.9 million, respectively.

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Valuation Hierarchy

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

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

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

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

The Fund’s cash equivalents were valued at the traded net asset value of the money market fund. As a result, these measurements are classified as Level 1. The Fund’s investments in the interest rate cap and swap are based on quotes from the market makers that derive fair values from market data, and therefore, are classified as Level 2. The Fund’s borrowings under the debt facility are also classified as Level 2, because the borrowings are based on rates that are observable at commonly quoted intervals, which are Level 2 inputs. The Fund’s loan transactions are individually negotiated and unique, and because there is no market in which these assets trade, the inputs for these assets, which are valued using estimated exit values, are classified as Level 3.  

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

Investment Type - Level 3
Debt Investments	Fair Values at June 30, 2019		Valuation Techniques / Methodologies	Unobservable Inputs	Weighted Averages / Amounts or Ranges
Biotechnology	$	1,391,594	Hypothetical market analysis	Hypothetical market coupon rate	15%
			Income approach	Expected amount and timing of cash flow payments	$0
Computers and Storage	1,798,337		Hypothetical market analysis	Hypothetical market coupon rate	24%
Enterprise Networking	3,216,569		Hypothetical market analysis	Hypothetical market coupon rate	15%

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Investment Type - Level 3
Debt Investments	Fair Values at June 30, 2019	Valuation Techniques / Methodologies	Unobservable Inputs	Weighted Averages / Amounts or Ranges
Internet	67,725,337	Hypothetical market analysis	Hypothetical market coupon rate	15%
		Income approach	Expected amount and timing of cash flow payments	$8,279,138
			Discount rate	3%
Medical Devices	29,222,120	Hypothetical market analysis	Hypothetical market coupon rate	17%
		Income approach	Expected amount and timing of cash flow payments	$10,961,111
			Discount rate	3%
Other Healthcare	42,380,164	Hypothetical market analysis	Hypothetical market coupon rate	14%
		Income approach	Expected amount and timing of cash flow payments	$0 - $1,963,141
			Discount rate	0% - 3%
Other Technology	102,518,418	Hypothetical market analysis	Hypothetical market coupon rate	16%
		Income approach	Expected amount and timing of cash flow payments	$0 - $5,163,615
			Discount rate	0% - 3%
Security	3,418,052	Hypothetical market analysis	Hypothetical market coupon rate	20%
		Income approach	Expected amount and timing of cash flow payments	$0
Semiconductors and Equipment	9,466,326	Hypothetical market analysis	Hypothetical market coupon rate	15%
Software	67,104,175	Hypothetical market analysis	Hypothetical market coupon rate	16%
		Income approach	Expected amount and timing of cash flow payments	$494,539 - $3,128,760
			Discount rate	3%

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Investment Type - Level 3
Debt Investments	Fair Values at June 30, 2019		Valuation Techniques / Methodologies	Unobservable Inputs	Weighted Averages / Amounts or Ranges
Technology Services	32,933,095		Hypothetical market analysis	Hypothetical market coupon rate	13%
			Income approach	Expected amount and timing of cash flow payments	$70,979 - $1,895,627
				Discount rate	0% - 3%
Wireless	7,308,517		Hypothetical market analysis	Hypothetical market coupon rate	13%
Total debt investments	$	368,482,704

Investment Type - Level 3
Debt Investments	Fair Values at December 31, 2018		Valuation Techniques / Methodologies	Unobservable Inputs	Weighted Averages / Amounts or Ranges
Biotechnology	$	1,555,663	Hypothetical market analysis	Hypothetical market coupon rate	15%
			Income approach	Expected amount and timing of cash flow payments	$0
Computers and Storage	2,848,813		Hypothetical market analysis	Hypothetical market coupon rate	21%
Enterprise Networking	3,266,067		Hypothetical market analysis	Hypothetical market coupon rate	15%
Internet	78,722,609		Hypothetical market analysis	Hypothetical market coupon rate	15%
			Income approach	Expected amount and timing of cash flow payments	$9,329,138
				Discount rate	4%
Medical Devices	24,688,884		Hypothetical market analysis	Hypothetical market coupon rate	16%
			Income approach	Expected amount and timing of cash flow payments	$11,800,605
				Discount rate	4%

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Investment Type - Level 3
Debt Investments	Fair Values at December 31, 2018		Valuation Techniques / Methodologies	Unobservable Inputs	Weighted Averages / Amounts or Ranges
Other Healthcare	46,191,570		Hypothetical market analysis	Hypothetical market coupon rate	14%
			Income approach	Expected amount and timing of cash flow payments	$190,000 - $1,648,552
				Discount rate	4%
Other Technology	113,584,105		Hypothetical market analysis	Hypothetical market coupon rate	15%
			Income approach	Expected amount and timing of cash flow payments	$0 - $2,787,929
				Discount rate	0% - 4%
Security	3,553,554		Hypothetical market analysis	Hypothetical market coupon rate	20%
			Income approach	Expected amount and timing of cash flow payments	$0
Semiconductors and Equipment	11,238,444		Hypothetical market analysis	Hypothetical market coupon rate	15%
Software	70,661,708		Hypothetical market analysis	Hypothetical market coupon rate	16%
			Income approach	Expected amount and timing of cash flow payments	$0 - $3,253,760
				Discount rate	0% - 4%
Technology Services	33,040,931		Hypothetical market analysis	Hypothetical market coupon rate	13%
			Income approach	Expected amount and timing of cash flow payments	$751,771 - $2,459,113
				Discount rate	4%
Wireless	9,628,183		Hypothetical market analysis	Hypothetical market coupon rate	13%
Total debt investments	$	398,980,531

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

As of June 30, 2019
ASSETS:	Level 1		Level 2		Level 3		Total
Loans†	$	—	$	—	$	368,482,704	$	368,482,704
Cash and cash equivalents	13,662,047		—		—		13,662,047
Total assets	$	13,662,047	$	—	$	368,482,704	$	382,144,751
LIABILITIES:	Level 1		Level 2		Level 3		Total
Borrowings under debt facility	$	—	$	173,500,000	$	—	$	173,500,000
Derivative liability - interest rate swap	—		406,737		—		406,737
Total liabilities	$	—	$	173,906,737	$	—	$	173,906,737

As of December 31, 2018
ASSETS:	Level 1		Level 2		Level 3		Total
Loans†	$	—	$	—	$	398,980,531	$	398,980,531
Derivative asset - interest rate swap	—		616,148		—		616,148
Cash and cash equivalents	19,388,362		—		—		19,388,362
Total assets	$	19,388,362	$	616,148	$	398,980,531	$	418,985,041
LIABILITIES:	Level 1		Level 2		Level 3		Total
Borrowings under debt facility	$	—	$	203,000,000	$	—	$	203,000,000
Total liabilities	$	—	$	203,000,000	$	—	$	203,000,000

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

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

	For the Three Months Ended June 30, 2019
	Loans			Convertible Loan			Stock			Warrants
Beginning balance	$	394,753,976		$	—		$	—		$	—
Acquisitions and originations	38,512,500			4,310,753			632,454			3,724,400
Principal reductions and amortization of discounts	(62,093,122		)	—			—			—
Distributions to shareholder	—			(4,310,753		)	(632,454		)	(3,724,400		)
Net change in unrealized gain (loss) from loans	(2,205,184		)	—			—			—
Net realized loss from loans	(485,466		)	—			—			—
Ending balance	$	368,482,704		$	—		$	—		$	—
Net change in unrealized gain (loss) from loans relating to loans still held at June 30, 2019	$	(3,119,289	)

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	For the Six Months Ended June 30, 2019
	Loans			Convertible Loan			Stock			Warrants
Beginning balance	$	398,980,531		$	—		$	—		$	—
Acquisitions and originations	70,700,000			4,310,753			632,454			6,213,125
Principal reductions and amortization of discounts	(98,126,819		)	—			—			—
Distributions to shareholder	—			(4,310,753		)	(632,454		)	(6,213,125		)
Net change in unrealized gain (loss) from loans	(2,589,667		)	—			—			—
Net realized loss from loans	(481,341		)	—			—			—
Ending balance	$	368,482,704		$	—		$	—		$	—
Net change in unrealized gain (loss) from loans relating to loans still held at June 30, 2019	$	(2,589,667	)

	For the Three Months Ended June 30, 2018						For the Six Months Ended June 30, 2018
	Loans			Warrants			Loans			Warrants
Beginning balance	$	402,386,517		$	—		$	310,710,678		$	—
Acquisitions and originations	61,000,000			4,465,094			176,295,806			11,130,644
Principal reductions and amortization of discounts	(26,328,445		)	—			(48,138,662		)	—
Distributions to shareholder	—			(4,465,094		)	—			(11,130,644		)
Net change in unrealized gain (loss) from loans	294,654			—			(1,227,469		)	—
Net realized loss from loans	(1,295,529		)	—			(1,583,156		)	—
Ending balance	$	436,057,197		$	—		$	436,057,197		$	—
Net change in unrealized gain (loss) from loans relating to loans still held at June 30, 2018	$	(777,796	)				$	(2,597,212	)

4. EARNINGS PER SHARE

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

5. CAPITAL STOCK

As of both June 30, 2019 and December 31, 2018, 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 both June 30, 2019 and December 31, 2018, was $423.6 million. Total contributed capital to the Company through June 30, 2019 and December 31, 2018 was both $347.4 million, of which $297.6 million was contributed to the Fund as of both periods.  

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The chart below shows the distributions of the Fund for the six months ended June 30, 2019 and 2018.

	For the Six Months Ended June 30, 2019		For the Six Months Ended June 30, 2018
Cash distributions	$	17,100,000	$	—
Distributions of equity securities and convertible loan	11,156,332		11,130,644
Total distributions to shareholder	$	28,256,332	$	11,130,644

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

On April 5, 2016, the Fund established a secured, syndicated revolving loan facility in an initial amount up to $150.0 million, (the “Loan Agreement”) led by Wells Fargo, N.A. and MUFG Union Bank, N.A. On September 11, 2017, the Loan Agreement was amended (the “Amended Loan Agreement”) and the borrowingavailability thereunder increased the size of the facility to $280.0 million. An additional $75.0 million is potentially available to the Fund, subject to further negotiation and credit approval, through an accordion provision contained in the Amended Loan Agreement. All of the assets of the Fund collateralize borrowings by the Fund. Loans under the facility may be, at the option of the Fund, a Reference Rate Loan, a LIBOR Loanor a LIBOR Market Index Rate Loan. A Reference Rate Loan is defined as a loan bearing interest at the highest of: (a) the Federal Funds Rate for such day plus one half of one percent (0.50%), (b) the prime rate and (c) LIBOR loan period of one month plus one percent (1%) (“Reference Rate”). A LIBOR Loan is defined as a loan bearing interest at the prevailing LIBOR rate for a period equal to the applicable LIBOR Loan period which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) business days prior to the first day of the applicable LIBOR Loan period (rounded upward, if necessary, to the nearest 1/100th of 1%) divided by one minus the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City (“LIBOR Reserve Percentage”) (“LIBOR”). A LIBOR Market Index Rate Loan is defined as a loan bearing interest, for any day, at a variable rate of interest equal to the one-month LIBOR (“LIBOR Market Index Rate”) based on a minimum deposit of at least $5.0 million for a period equal to one month which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) on such date of determination, or if not a business day, then the immediate preceding business day (rounded upward, if necessary to the nearest 1/100th of 1%). As of June 30, 2019, the Fund’s outstanding borrowings were entirely based on the LIBOR rate. The facility terminates on September 11, 2020, but can be accelerated in the event of default, such as failure by the Fund to make timely interest or principal payments.

Borrowings under the facility are collateralized by receivables from loans to portfolio companies advanced by the Fund with assignment of such receivables to the financial institution, plus all of the other assets of the Fund. The Fund pays interest on its borrowings and a fee on the unused portion of the facility. Under the Amended Loan Agreement, interest is charged to the Fund based on its borrowings at, pursuant to the election of the Fund, an annual rate of either (i) Reference Rate plus 1.75%, (ii) LIBOR plus 2.75% or (iii) LIBOR Market Index Rate plus 2.75%. When the Fund is using 50% or more of the maximum amount available under the Amended Loan Agreement, the applicable commitment fee is 0.25% of the unused portion of the loan facility; otherwise, the applicable commitment fee is 0.50% of the unused portion. The Fund pays the unused credit line fee quarterly. As of June 30, 2019 and December 31, 2018, $173.5 million and $203.0 million were outstanding under the facility, respectively.

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

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

Bank fees and other costs of $2.2 million incurred in connection with the acquisition of the facility have been capitalized and are amortized to interest expense on a straight-line basis over the expected life of the facility. As of June 30, 2019, the unamortized fees and costs of $0.7 million are being amortized over the expected life of the facility, which is expected to terminate on September 11, 2020.

The facility is revolving and as such does not have a specified repayment schedule, although advances are secured by the assets of the Fund and thus repayments will be required as assets decline. The facility contains various covenants including financial covenants related to: (i) minimum debt service coverage ratio, (ii) interest coverage ratio, (iii) maximum loan loss reserves and (iv) 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.

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

Roll-Over/Draw Date	Amount		Maturity Date*	All-In Interest Rate**
June 26, 2019	$	173,500,000	July 26, 2019	5.16%
Total Outstanding	$	173,500,000

*On July 26, 2019, Management elected to roll over $148.5 million to a 1-Month LIBOR Loan maturing on August 27, 2019 with an all-in interest rate of 5.02% and converted $25.0 million to a LIBOR Market Index Rate loan. On July 29, 2019, Management elected to reduce the principal of the LIBOR Market Index Rate loan by $10.0 million.

**Inclusive of 2.75% applicable LIBOR margin plus LIBOR rate.

7. MANAGEMENT FEE

As compensation for its services to the Fund, for the two-year period that commenced with the first capital closing, which took place on August 8, 2015, the Manager received a management fee (“Management Fee”) computed and paid at the end of each quarter at an annual rate of 2.5% of the Company’s committed equity capital (regardless of when or if the capital was called) as of the last day of each fiscal quarter. Following this two-year period, starting on August 12, 2017, Management Fees are calculated and paid at the end of each quarter at an annual rate of 2.5% of the Fund’s total assets (including amounts derived from borrowed funds) as of the last day of each quarter. Management Feesof $2.4 million and $2.8 million were recognized as expenses for the three months ended June 30, 2019 and 2018, respectively. Management Feesof $4.9 million and $5.4 million were recognized as expenses for the six months ended June 30, 2019 and 2018, respectively.

8. INTEREST RATE CAP AGREEMENT

In September 2016, the Fund had entered into an interest rate cap agreement with MUFG Union Bank, N.A. to cap floating interest rates at 2.00%. The purpose of the interest rate cap agreement was to protect the Fund against rising interest rates, as the Fund originates loans with fixed interest rates. The Fund adjusted the notional principal amount through the addition of contracts as the outstanding balance under the debt facility increased. On April 12, 2018, Management elected to convert all of the Fund’s existing rate cap contracts with notional amounts totaling $87.0 million into a cancellable interest rate swap agreement with a notional amount of $102.0 million with an effective date of March 30, 2018. As of June 30, 2019 and December 31, 2018, the Fund had no interest rate cap contracts as all the caps were terminated as of March 30, 2018. The average notional amount of the caps was zero for both three months ended June 30, 2019 and 2018. The average notional amount of the caps was zero and $43.5 million for the six months ended June 30, 2019 and 2018, respectively.

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The Fund paid initial costs for the cap agreements of $0.4 million, which were amortized on a straight-line basis until the cap was terminated as of March 30, 2018.

For the three and six months ended June 30, 2019 and 2018, the interest rate caps had the following effect on the Fund’s Condensed Statements of Operations:

		For the Three Months Ended					For the Six Months Ended
Derivatives:	Location on Condensed Statement of Operations	June 30, 2019		June 30, 2018			June 30, 2019		June 30, 2018
Interest rate cap agreement	Net change in unrealized gain (loss) from derivative instruments	$	—	$	(571,704	)	$	—	$	(7,854	)
	Net realized gain (loss) from derivative instruments	$	—	$	571,704		$	—	$	571,704

9. INTEREST RATE SWAP AGREEMENT

The purpose of the interest rate swap agreement is to protect the Fund against rising interest rates, as the Fund originates loans with fixed interest rates. On April 12, 2018, the Fund entered into a cancellable interest rate swap transaction with MUFG Union Bank, N.A. with a preliminary notional amount of $102.0 million to convert floating liabilities to fixed rates. Effective June 30, 2019, the Fund entered into a interest rate swap and floor transaction with a notional amount of $90.0 million to convert floating liabilities to fixed rates. The Fund continues to adjust the notional principal amount as the outstanding balance under the debt facility changes. As of June 30, 2019, the Fund had two interest rate swap transactions with an aggregate notional principal amount of $192.0 million. The Fund pays a weighted-average fixed rate of 2.11% and receives from the counterparty a floating rate based upon a 1-Month LIBOR rate. Payments are made monthly and will terminate on September 11, 2020. The cancellable swap transaction includes an option for the Fund to terminate the swap early on March 31, 2020. Payments to or from the counterparty are recorded to Net realized gain (loss) from derivative instruments. As of June 30, 2019, the 1-Month LIBOR rate was 2.3980%.

Upon the conversion of the interest rate caps into the cancellable interest rate swap, the initial costs associated with the cap agreements were transferred to the swap. However, the total cost of $0.8 million was immediately recognized as a realized loss since the purchase value of the interest rate caps was used to reduce the fixed rate percentage of the interest rate swap transaction.

As of June 30, 2019 and December 31, 2018, the fair value of the Fund’s interest rate swaps were as follows:

	June 30, 2019			December 31, 2018
Derivatives:	Location on Condensed Statements of Assets and Liabilities	Fair Value		Location on Condensed Statements of Assets and Liabilities	Fair Value
Interest rate swap agreement	Derivative liability - interest rate swap	$	406,737	Derivative asset - interest rate swap	$	616,148

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For the three and six months ended June 30, 2019 and 2018, the interest rate swaps had the following effect on the Fund’s Condensed Statements of Operations:

		For the Three Months Ended						For the Six Months Ended
Derivatives:	Location on Condensed Statements of Operations	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Interest rate swap agreement	Net change in unrealized gain (loss) from derivative instruments	$	(699,692	)	$	973,853		$	(1,022,885	)	$	973,853
	Net realized gain (loss) from derivative instruments	$	70,865		$	(901,527	)	$	146,967		$	(901,527	)

10. 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 to qualify for the tax treatment applicable to RICs. Failing to maintain at least 70% of total assets in “qualifying assets” will result in the loss of BDC status, resulting in losing its favorable tax treatment as a RIC. As of June 30, 2019, the Fund has met the BDC and RIC requirements.

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 its shareholder. The Fund will accrue excise tax on estimated undistributed taxable income as required. Below is a table summarizing the cost (on U.S. GAAP and tax basis) and the appreciation and depreciation of the investments reported on the Condensed Schedules of Investments and Condensed Statements of Assets and Liabilities.

As of June 30, 2019:

Asset	Cost		Unrealized Appreciation		Unrealized Depreciation			Net Appreciation (Depreciation)			Fair Value
Loans	$	377,401,288	$	—	$	(8,918,584	)	$	(8,918,584	)	$	368,482,704
Total	$	377,401,288	$	—	$	(8,918,584	)	$	(8,918,584	)	$	368,482,704
Derivative, Liability	Cost		Unrealized Appreciation		Unrealized Depreciation			Net Appreciation (Depreciation)			Fair Value
Derivative liability - interest rate swap	$	—	$	—	$	(406,737	)	$	(406,737	)	$	(406,737	)
Total	$	—	$	—	$	(406,737	)	$	(406,737	)	$	(406,737	)

As of December 31, 2018:

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Asset	Cost		Unrealized Appreciation		Unrealized Depreciation			Net Appreciation (Depreciation)			Fair Value
Loans	$	405,309,448	$	—	$	(6,328,917	)	$	(6,328,917	)	$	398,980,531
Total	$	405,309,448	$	—	$	(6,328,917	)	$	(6,328,917	)	$	398,980,531

Derivative, asset	Cost		Unrealized Appreciation		Unrealized Depreciation		Net Appreciation (Depreciation)		Fair Value
Derivative asset - interest rate swap	$	—	$	616,148	$	—	$	616,148	$	616,148
Total	$	—	$	616,148	$	—	$	616,148	$	616,148

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 U.S. 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 U.S. GAAP.

Through June 30, 2019, the Fund had no undistributed earnings. The Fund anticipates distributing the undistributed earnings during the year. 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 Fund’s tax returns remain open for examination by the federal government for a period of three years and California tax authorities for a period of four years from when they are filed. As of June 30, 2019, the Fund had no uncertain tax positions and no capital loss carryforwards.

11. UNEXPIRED UNFUNDED COMMITMENTS

As of June 30, 2019 and December 31, 2018, the Fund’s unexpired unfunded commitments to borrowers totaled $70.5 million and $64.9 million, respectively. Because venture loans are privately negotiated transactions, investments in these assets are relatively illiquid. It is the Manager’s experience that not all unexpired unfunded commitments will be used by the borrowers. Many credit agreements contain provisions which are milestone dependent and not all borrowers will achieve these milestones. Additionally, the Fund’s credit agreements contain provisions that give relief from funding obligations in the event the borrower has a material adverse change to its financial condition. Therefore, the unexpired unfunded commitments do not necessarily reflect future cash requirements or future investments for the Fund.

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

As of June 30, 2019:

Borrower	Industry	Unexpired Unfunded Commitment		Expiration Date
Antheia, Inc.	Biotechnology	$	1,500,000	12/31/2019
Apollo Flight Research Inc.	Other Technology	250,000		01/31/2020
AvantStay, Inc.	Other Technology	500,000		07/31/2019
Callisto Media, Inc.	Technology Services	12,500,000		12/31/2020
DOSH Holdings, Inc.	Other Technology	3,750,000		01/15/2020
FLYR, Inc.	Internet	1,500,000		07/31/2019
GoForward, Inc.	Other Healthcare	12,500,000		07/01/2020
Higher Ground Education, Inc.	Other Technology	2,500,000		09/30/2019
Invoice2Go, Inc.	Software	2,000,000		12/31/2019
Ipolipo, Inc.	Software	750,000		07/31/2019
Lifit, Inc.	Technology Services	1,000,000		01/30/2020
MacArthur Court Acquisition Corporation	Other Healthcare	5,000,000		01/01/2021
MyPizza Technologies, Inc.	Internet	2,500,000		09/30/2019
NeuMoDx Molecular, Inc.	Medical Devices	3,000,000		09/30/2019
Noteleaf, Inc.	Other Technology	1,000,000		01/31/2020
Opya, Inc.	Other Technology	1,000,000		08/15/2019
OrderGroove, Inc.	Software	1,250,000		09/30/2019
Osix Corporation	Internet	150,000		07/31/2019
Owl Cameras, Inc.	Software	3,000,000		01/01/2020
Plant Prefab, Inc.	Other Technology	500,000		07/31/2019
Platform Science, Inc.	Other Technology	1,750,000		10/31/2019
PlushCare, Inc.	Software	750,000		07/31/2019
Romaine Empire, Inc.	Other Technology	3,000,000		07/31/2019
Stitch Labs, Inc.	Software	750,000		01/31/2020
Talla, Inc.	Software	500,000		12/31/2019
Thras.io, Inc.	Other Technology	525,000		03/29/2021
Thrive Financial, Inc.	Technology Services	2,500,000		12/31/2019
Trendalytics Innovation Labs, Inc.	Software	450,000		01/31/2020
Venuetize, LLC	Software	500,000		09/30/2019
Virtuix Holdings, Inc.	Other Technology	250,000		07/31/2019
Visual Supply Company	Internet	2,500,000		03/31/2020
Voodoo Manufacturing, Inc.	Other Technology	375,000		02/28/2020
Wheels Labs, Inc.	Other Technology	500,000		07/31/2019
Total		$	70,500,000

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As of December 31, 2018:

Borrower	Industry	Unexpired Unfunded Commitment		Expiration Date
Aclima, Inc.	Other Technology	$	875,000	05/31/2019
Antheia, Inc.	Biotechnology	1,500,000		12/31/2019
Blockdaemon, Inc.	Software	250,000		01/31/2019
Brightside Benefit, Inc.	Other Technology	1,000,000		05/31/2019
Callisto Media, Inc.	Technology Services	3,000,000		03/31/2019
Caredox, Inc.	Other Healthcare	625,000		04/30/2019
CytoVale, Inc.	Medical Devices	1,125,000		02/28/2019
Discover Echo, Inc.	Other Healthcare	1,000,000		02/28/2019
Emerald Cloud Lab, Inc.	Other Healthcare	6,556,001		03/30/2019
Figure 1, Inc.	Internet	1,000,000		04/01/2019
Fitplan, Inc.	Other Technology	250,000		01/31/2019
FLYR, Inc.	Internet	1,500,000		07/31/2019
Hometap Equity Partners, LLC	Other Technology	2,000,000		03/31/2019
Invoice2Go, Inc.	Software	4,000,000		12/31/2019
Ipolipo, Inc.	Software	750,000		07/31/2019
Karamba Security Ltd.	Security	8,500,000		03/31/2019
Keyo AI Inc.	Technology Services	500,000		01/31/2019
Kogniz, Inc.	Other Technology	375,000		04/30/2019
Linden Research Inc.	Internet	5,000,000		01/15/2019
Metricly, Inc.	Software	500,000		04/30/2019
NeuMoDx Molecular, Inc.	Medical Devices	6,500,000		09/30/2019
OrderGroove, Inc.	Software	2,500,000		09/30/2019
Osix Corporation	Internet	150,000		07/31/2019
Plethora, Inc.	Other Technology	500,000		01/31/2019
PlushCare, Inc.	Software	750,000		07/31/2019
RadiAction Ltd.	Medical Devices	1,000,000		01/30/2019
Relimetrics, Inc.	Technology Services	375,000		04/15/2019
Robin Care, Inc.	Other Healthcare	500,000		01/31/2019
Skillshare, Inc.	Software	2,000,000		04/30/2019
SkyKick, Inc.	Other Technology	2,500,000		02/28/2019
SnapRoute, Inc.	Enterprise Networking	1,500,000		02/28/2019
Stitch Labs, Inc.	Software	1,500,000		07/31/2019
Therapydia, Inc.	Other Healthcare	300,000		01/31/2019
Venuetize, LLC	Software	500,000		09/30/2019
Virtuix Holdings, Inc.	Other Technology	250,000		07/31/2019
Workspot, Inc.	Software	1,000,000		01/31/2019
Zeel Networks, Inc.	Technology Services	2,750,000		03/31/2019
Total		$	64,881,001

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12. FINANCIAL HIGHLIGHTS

U.S. GAAP requires disclosure of financial highlights of the Fund for the three and sixmonths ended June 30, 2019 and 2018.

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

The ratios of expenses and net investment income 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.

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

	For the Three Months Ended June 30, 2019			For the Three Months Ended June 30, 2018			For the Six Months Ended June 30, 2019			For the Six Months Ended June 30, 2018
Total return **	5.52		%	4.49		%	10.15		%	8.32		%
Per share amounts:
Net asset value, beginning of period	$	2,204.94		$	2,321.04		$	2,165.44		$	1,648.31
Net investment income	153.55			113.48			254.21			195.32
Net realized and change in unrealized loss from loans and derivative instruments	(33.20		)	(9.29		)	(39.47		)	(21.74		)
Net increase in net assets resulting from operations	120.35			104.19			214.74			173.58
Distributions of income to shareholder	(195.98		)	(44.65		)	(250.87		)	(111.31		)
Return of capital to shareholder	(31.69		)	—			(31.69		)	—
Contributions from shareholder	—			—			—			670.00
Net asset value, end of period	$	2,097.62		$	2,380.58		$	2,097.62		$	2,380.58
Net assets, end of period	$	209,762,166		$	238,058,401		$	209,762,166		$	238,058,401
Ratios to average net assets:
Expenses*	9.56		%	9.52		%	9.82		%	9.54		%
Net investment income*	27.90		%	19.55		%	23.25		%	18.21		%
Portfolio turn-over rate	0.19%			0%			0.19%			0%
Average debt outstanding	$	179,500,000		$	196,000,000		$	186,571,429		$	180,357,143
*Annualized
**Total return amounts presented above are not annualized

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13. SUBSEQUENT EVENTS

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

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

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

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

Overview

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

The Fund provides financing and advisory services to a variety of carefully selected venture-backed companies that have received equity funding from traditional sources of venture capital equity funding (i.e. a professionally managed venture capital firm), as well as non-traditional sources of venture capital equity funding (e.g. angel investors, strategic investors, family offices, crowdfunding investment platforms, etc.) (collectively, “Venture-Backed Companies”), primarily throughout the United States with a focus on growth-oriented companies. The Fund’s portfolio consists of companies in the communications, information services, media, technology (including software and technology-enabled business services), biotechnology, and medical devices industry sectors, among others. The Fund’s capital is generally used by its portfolio companies to finance acquisitions of fixed assets and working capital. On August 31, 2015, the Company completed its first closing of capital contributions. On September 1, 2015, the Fund made its first investment and became a non-diversified, closed-end investment company that elected to be treated as a BDC under the 1940 Act. While the Fund intends to operate as a non-diversified investment company within the meaning of Section 5(b)(2) of the 1940 Act, from time to time the Fund may act as a diversified investment company within the meaning of Section 5(b)(1) of the 1940 Act.

The Fund elected to be treated for federal income tax purposes as a RIC under the Code with the filing of its federal corporate income tax return for 2016. Pursuant to this election, the Fund generally will not have to pay corporate-level taxes on any income distributed to its shareholder 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 Code. If the Fund fails to meet these requirements, it will be taxed as an ordinary corporation on its taxable income for that year (even if that income is distributed to the Company) and all distributions out of its earnings and profits will be taxable to the members of the Company as ordinary income; thus, such income will be

45

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 and it seeks to achieve that objective by providing debt financing to portfolio companies, most of which are private. The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments and generally distributes these warrants to its shareholder upon receipt, or soon thereafter. The Fund also has guidelines for the percentages of total assets that are invested in different types of assets.

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

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

The Manager also serves as investment manager for Fund VII. The Fund’s Board of Directors determined that so long as Fund VII had capital available to invest in loan transactions with final maturities earlier than December 31, 2022 (the date on which Fund VII will be dissolved), the Fund would invest in each portfolio company in which Fund VII invested (“Investments”). Generally, the amount of each Investment was allocated 50% to the Fund and 50% to Fund VII, or such other allocations as were determined by the respective fund boards, so long as the Fund had capital available to invest. Effective June 30, 2017, Fund VII was no longer permitted to enter new commitments to borrowers; however, Fund VII was permitted to fund existing commitments, in which the Fund might also be invested. Fund VII’s last commitment expired on July 31, 2018. The ability of the Fund to co-invest with Fund VII, and other clients advised by the Manager, is subject to the conditions (“Conditions”) with which the Funds are currently complying while seeking certain exemptive relief from the Securities and Exchange Commission (“SEC”) from the provisions of Sections 17(d) and 57 of the 1940 Act and Rule 17d-1 thereunder. To the extent that clients, other than Fund VII, advised by the Manager (but in which the Manager has no proprietary interest) invest in opportunities available to the Fund, the Manager will allocate such opportunities among the Fund and such other clients in a manner deemed fair and equitable considering all of the circumstances in accordance with the Conditions.

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

The Manager also serves as manager for Fund IX. The Fund’s Board of Directors determined that so long as Fund IX has capital available to invest in loan transactions with final maturities earlier than December 31, 2028 (the date on which Fund IX will be dissolved), the Fund may invest in each portfolio company in which Fund IX invests (“Investments”). Generally, the amount of each investment will be allocated 50% to the Fund and 50% to Fund IX, or such other allocations as may be determined by the respective fund boards, so long as the Fund has capital available to invest. The ability of the Fund to co-invest with Fund IX, and other clients advised by the Manager, is subject to the Conditions described above. After September 30, 2019, the Fund will no longer be permitted to enter into new commitments to borrowers; however, the Fund will be permitted to fund existing commitments, in which Fund IX may also be invested. The Manager is permitted to extend the Fund’s investment period by up to two (2) additional calendar quarters in its sole and absolute discretion. To the extent that clients, other than Fund IX, advised by the Manager (but in which the Manager has no proprietary interest) invest in opportunities available to the Fund, the Manager will allocate such opportunities among the Fund and such other clients in a manner deemed fair and equitable considering all of the circumstances in accordance with the Conditions.

Critical Accounting Policies, Practices and Estimates

Critical Accounting Policies and Practices are those accounting policies and practices that are both the most important to the portrayal of the Fund’s net assets and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Critical accounting estimates are accounting estimates where the nature of the estimates is material due to

46

the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and the impact of the estimates on net assets or operating performance is material.

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

Critical judgments and inputs in determining the fair value of a loan include the estimated timing and amount of future cash flows and probability of future payments, based on the assessment of payment history, available cash and “burn rate,” revenues, net income or loss, operating results, financial strength of borrower, prospects for the borrower’s raising future equity rounds, likelihood of sale or acquisition of the borrower, length of expected holding period of the loan, collateral position, the timing and amount of liquidation of collateral for loans that are experiencing significant credit deterioration and, as a result, collection becomes collateral-dependent, as well as an evaluation of the general interest rate environment. Management has evaluated these factors and has concluded that the effect of a deterioration in the quality of the underlying collateral, increase in the size of the loan, increase in the estimated time to recovery, and increase in the hypothetical market coupon rate would have the effect of decreasing the fair value of loan investments. The risk profile of a loan changes when events occur that impact the credit analysis of the borrower and the loan. Such changes result in the fair value being adjusted from par value of the individual loan. Where the risk profile is consistent with the original underwriting, the par value of the loan often approximates fair value.

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

Results of Operations - For the Three and Six Months Ended June 30, 2019 and 2018

Total investment income for the three months ended June 30, 2019 and 2018 was $20.6 million and $16.9 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, and other income from commitment fees and warrants. The increase in investment income was primarily due to early payoffs of loans in the portfolio. The average outstanding balance of performing loans calculated using the month-end balances was $376.8 million and $416.6 million for the three months ended June 30, 2019 and 2018, respectively. The weighted-average interest rate on performing loans was 21.74% and 16.13% for the same periods, respectively. The weighted-average interest rate on all loans was 21.09% and 16.03% for the three months ended June 30, 2019 and 2018, 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. The weighted-average interest rate on performing loans and all loans increased primarily due to a larger portion of the total investment income being comprised of early payoffs, as well as a general interest rate increase in the portfolio.

Total investment income for the six months ended June 30, 2019 and 2018 was $36.2 million and $29.8 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, and other income from commitment fees and warrants. The increase in investment income was primarily due to early payoffs of loans in the portfolio and the increase in interest from the monthly loan payments from the growing loan portfolio. The average outstanding balance of performing loans calculated using the month-end balances was $383.7 million and $380.0 million for the six months ended June 30, 2019 and 2018, respectively. The weighted-average interest rate on performing loans was 18.74% and 15.61% for the same periods, respectively. The weighted-average interest rate on all loans was 18.33% and 15.53%

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for the six months ended June 30, 2019 and 2018, respectively. The weighted-average interest rate on performing loans and all loans increased primarily due to a larger portion of the total investment income being comprised of early payoffs, as well as a general interest rate increase in the portfolio.

Management fees were $2.4 million and $2.8 million for the three months ended June 30, 2019 and 2018, respectively. Management fees were $4.9 million and $5.4 million for the six months ended June 30, 2019 and 2018, respectively. Management fees were calculated as 2.5% of the Fund’s total assets and the decrease was due to a decline in the Fund’s total assets due primarily to the use of cash from early payoff of loans to paydown bank debt.

Interest expense was $2.6 million for both three months ended June 30, 2019 and 2018. Interest expense was comprised of amounts related to interest on debt amounts drawn down, unused credit line fees and amounts amortized from deferred fees incurred in conjunction with the loan facility. Interest expense was unchanged primarily due to a decline in the average outstanding debt from $196.0 million in 2018 to $179.5 million in 2019, which was partially offset by an increase in interest rate from 5.37% for the three months ended June 30, 2018 to 5.88% for the three months ended June 30, 2019.

Interest expense was $5.4 million and $4.6 million for the six months ended June 30, 2019 and 2018, respectively. Interest expense increased primarily due to an increase in average outstanding debt from $180.4 million in 2018 to $186.6 million in 2019. Additionally, interest rate rose from 5.10% to 5.77% during the periods.

Banking and professional fees were $0.2 million and $0.1 million for the three months ended June 30, 2019 and 2018, respectively. Banking and professional fees were $0.3 million and $0.1 million for the six months ended June 30, 2019 and 2018, respectively. The banking and professional fees were comprised of legal, audit, banking and other professional fees. Banking and professional fees increased primarily due to the increase in legal and audit fees.

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

Net investment income for the three months ended June 30, 2019 and 2018, was $15.4 million and $11.3 million, respectively. Net investment income for the six months ended June 30, 2019 and 2018, was $25.4 million and $19.5 million, respectively.

Net realized loss from loans was $0.5 million and $1.3 million for the three months ended June 30, 2019 and 2018, respectively. Net realized loss from loans was $0.5 million and $1.6 million for the six months ended June 30, 2019 and 2018, respectively. The primary reason for the decrease was due to less loan write offs.

Net realized gain (loss) from derivative instruments was $0.1 million and $(0.3) million for the three months ended June 30, 2019 and 2018, respectively. Net realized gain (loss) from derivative instruments was $0.1 million and $(0.3) million for the six months ended June 30, 2019 and 2018, respectively. The net realized gain from derivative instruments for the three and six months ended June 30, 2019 was from interest payments received from the interest rate swap as the floating rate rose above the fixed rate of the swap. The net realized loss from derivative instruments for the three and six months ended June 30, 2018 was primarily due to the cancellation and conversion of the interest rate cap to the interest rate swap.

Net change in unrealized gain (loss) from loans was $(2.2) million and $0.3 million for the three months ended June 30, 2019 and 2018, respectively. Net change in unrealized gain (loss) from loans was $(2.6) million and $(1.2) million for the six months ended June 30, 2019 and 2018, respectively. The net change in unrealized gain (loss) from loans consisted of fair value adjustments taken against loans as a result of an improvement or deterioration in certain portfolio companies’ performance as well as reversal of prior adjustments on realized loan losses.

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Net change in unrealized gain (loss) from derivative instruments was $(0.7) million and $0.4 million for the three months ended June 30, 2019 and 2018, respectively. Net change in unrealized gain (loss) from derivative instruments was $(1.0) million and $1.0 million for the six months ended June 30, 2019 and 2018, respectively. The net change in unrealized gain (loss) from derivative instruments consisted of fair market value adjustments to the derivative interest rate cap or swap. The decrease was primarily due to the change in expectations of LIBOR interest rates during the periods.

Net increase in net assets resulting from operations for the three months ended June 30, 2019 and 2018, was $12.0 million and $10.4 million, respectively. On a per share basis, the net increase in net assets resulting from operations for the three months ended June 30, 2019 and 2018 was $120.36 and $104.19, respectively.

Net increase in net assets resulting from operations for the six months ended June 30, 2019 and 2018, was $21.5 million and $17.4 million, respectively. On a per share basis, the net increase in net assets resulting from operations for the six months ended June 30, 2019 and 2018 was $214.75 and $173.58, respectively.

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

The Fund is owned entirely by the Company. The Company is expected, but not required, to make further contributions to the capital of the Fund to the extent of the Company’s members’ capital commitment to the Company and excess cash balances of the Company. Total capital contributed to the Fund was $297.6 million as of both June 30, 2019 and December 31, 2018. As of both June 30, 2019 and December 31, 2018, the Company had subscriptions for capital in the amount of $423.6 million, of which $347.4 million had been called and received as of both periods. As of June 30, 2019, $76.2 million of capital remain uncalled and the uncalled capital expires on August 20, 2020, the Fund’s fifth anniversary of its first investment unless extended. Management is permitted to extend the Fund’s investment period by up to two (2) additional calendar quarters in its sole and absolute discretion. The Company has made $67.5 million in recallable distributions to its investors, as permitted under its operating agreement between the Company’s managing member and members of the Company.

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

	For the Six Months Ended June 30, 2019			For the Six Months Ended June 30, 2018
Net cash provided by (used in) operating activities	$	40,726,718		$	(119,747,524	)
Net cash provided by (used in) financing activities	(46,453,033		)	114,428,163
Net decrease in cash and cash equivalents	$	(5,726,315	)	$	(5,319,361	)

As of June 30, 2019 and December 31, 2018, 3.5% and 4.6%, respectively, of the Fund’s total assets consisted of cash and cash equivalents.

On April 5, 2016, the Fund established a secured, syndicated revolving loan facility in an initial amount of up to $150.0 million (the “Loan Agreement”) led by Wells Fargo, N.A. and MUFG Union Bank, N.A. On September 11, 2017, the Loan Agreement was amended (the “Amended Loan Agreement”) and the borrowing availability thereunder increased the size of the facility to $280.0 million. All of the assets of the Fund collateralize borrowings by the Fund. The Fund pays interest on its borrowings and a fee on the unused portion of the facility. The facility terminates on September 11, 2020, but can be accelerated in the event of default, such as failure by the Fund to make timely interest or principal payments. As of June 30, 2019, $173.5 million was outstanding under the facility.

     For the six months ended June 30, 2019, the Fund invested its assets in venture loans. Amounts disbursed under the Fund’s loan commitments were $70.7 million for the six months ended June 30, 2019. Net loan amounts outstanding after amortization and valuation adjustments decreased by $30.5 million for the same period. Unexpired unfunded commitments totaled approximately $70.5 million as of June 30, 2019.

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As of	Cumulative Amount Disbursed	Principal Reductions and Fair Market Adjustments	Balance Outstanding - Fair Value	Unexpired Unfunded Commitments
June 30, 2019	$741.0 million	$372.5 million	$368.5 million	$70.5 million
December 31, 2018	$670.3 million	$271.3 million	$399.0 million	$64.9 million

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

As of June 30, 2019:

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

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Borrower	Industry	Unexpired Unfunded Commitment		Expiration Date
Wheels Labs, Inc.	Other Technology	500,000		07/31/2019
Total		$	70,500,000

As of December 31, 2018:

Borrower	Industry	Unexpired Unfunded Commitment		Expiration Date
Aclima, Inc.	Other Technology	$	875,000	05/31/2019
Antheia, Inc.	Biotechnology	1,500,000		12/31/2019
Blockdaemon, Inc.	Software	250,000		01/31/2019
Brightside Benefit, Inc.	Other Technology	1,000,000		05/31/2019
Callisto Media, Inc.	Technology Services	3,000,000		03/31/2019
Caredox, Inc.	Other Healthcare	625,000		04/30/2019
CytoVale, Inc.	Medical Devices	1,125,000		02/28/2019
Discover Echo, Inc.	Other Healthcare	1,000,000		02/28/2019
Emerald Cloud Lab, Inc.	Other Healthcare	6,556,001		03/30/2019
Figure 1, Inc.	Internet	1,000,000		04/01/2019
Fitplan, Inc.	Other Technology	250,000		01/31/2019
FLYR, Inc.	Internet	1,500,000		07/31/2019
Hometap Equity Partners, LLC	Other Technology	2,000,000		03/31/2019
Invoice2Go, Inc.	Software	4,000,000		12/31/2019
Ipolipo, Inc.	Software	750,000		07/31/2019
Karamba Security Ltd.	Security	8,500,000		03/31/2019
Keyo AI Inc.	Technology Services	500,000		01/31/2019
Kogniz, Inc.	Other Technology	375,000		04/30/2019
Linden Research Inc.	Internet	5,000,000		01/15/2019
Metricly, Inc.	Software	500,000		04/30/2019
NeuMoDx Molecular, Inc.	Medical Devices	6,500,000		09/30/2019
OrderGroove, Inc.	Software	2,500,000		09/30/2019
Osix Corporation	Internet	150,000		07/31/2019
Plethora, Inc.	Other Technology	500,000		01/31/2019
PlushCare, Inc.	Software	750,000		07/31/2019
RadiAction Ltd.	Medical Devices	1,000,000		01/30/2019
Relimetrics, Inc.	Technology Services	375,000		04/15/2019
Robin Care, Inc.	Other Healthcare	500,000		01/31/2019
Skillshare, Inc.	Software	2,000,000		04/30/2019
SkyKick, Inc.	Other Technology	2,500,000		02/28/2019
SnapRoute, Inc.	Enterprise Networking	1,500,000		02/28/2019
Stitch Labs, Inc.	Software	1,500,000		07/31/2019
Therapydia, Inc.	Other Healthcare	300,000		01/31/2019
Venuetize, LLC	Software	500,000		09/30/2019
Virtuix Holdings, Inc.	Other Technology	250,000		07/31/2019

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Borrower	Industry	Unexpired Unfunded Commitment		Expiration Date
Workspot, Inc.	Software	1,000,000		01/31/2019
Zeel Networks, Inc.	Technology Services	2,750,000		03/31/2019
Total		$	64,881,001

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

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

As of June 30, 2019, the Fund had cash reserves of $13.7 million and approximately $179.6 million in scheduled loan receivable payments over the next twelve months. Additionally, the Fund has access to uncalled capital of $76.2 million as a liquidity source and the unused portion of the revolving credit facility. Together, these amounts are sufficient to meet the current commitment backlog and operational expenses of the Fund over the next year. The Fund regularly evaluates potential future liquidity resources and demands before making additional future commitments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

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

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

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The Fund’s exposure to interest rate sensitivity is regularly monitored and analyzed by measuring the characteristics of assets and liabilities. The Fund utilizes various methods to assess interest rate risk in terms of the potential effect on interest income net of interest expense, the value of net assets and the value at risk in an effort to ensure that the Fund is insulated from any significant adverse effects from changes in interest rates. At June 30, 2019, the outstanding debt balance was $173.5 million at a weighted-average floating interest rate of 2.41%, for which the Fund had interest rate swaps in place with a weighted-average interest rate of 2.11% on $192.0 million of the notional principal amount, leaving the Fund with exposure to interest rate changes for the $18.5 million that was over-hedged.

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

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

Effect of Interest Rate Change By	Other Interest and Other Income (Loss)			Gain (Loss) from Derivative Instruments			Interest Income (Expense)			Total Income (Loss)
(0.50)%	$	(68,310	)	$	(960,000	)	$	867,500		$	(160,810	)
1%	$	136,620		$	1,920,000		$	(1,735,000	)	$	321,620
2%	$	273,241		$	3,840,000		$	(3,470,000	)	$	643,241
3%	$	409,861		$	5,760,000		$	(5,205,000	)	$	964,861
4%	$	546,482		$	7,680,000		$	(6,940,000	)	$	1,286,482
5%	$	683,102		$	9,600,000		$	(8,675,000	)	$	1,608,102

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

Although Management believes that the foregoing analysis is indicative of the Fund’s sensitivity to interest rate changes, it does not take into consideration potential changes in the credit market, credit quality, size and composition of the assets in the portfolio. It also does not assume any new fundings to borrowers, repayments from borrowers or defaults on borrowings. Accordingly, no assurances can be given that actual results would not differ materially from the table above.

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

The Fund is not sensitive to changes in foreign currency exchange rates, commodity prices and other market rates or prices.

Item 4.  Controls and Procedures

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Disclosure Controls and Procedures:

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

Changes in Internal Controls:

There have not been any changes in the Fund’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the Fund’s fiscal quarter ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 1A. Risk Factors

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

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

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

LIBOR Phase-Out Risk. Many financial instruments, including the Fund’s credit facility and certain of its debt investments, utilize or are permitted to utilize a floating interest rate based on the London Interbank Offered Rate, or “LIBOR,” which is the offered rate for short-term Eurodollar deposits between major international banks. Additionally, the Fund has derivative instruments that hedge by converting floating LIBOR based interest rates into fixed rates. On July 27, 2017, the head of the UK’s Financial Conduct Authority announced its intention to phase out the use of LIBOR by the end of 2021. There is thus uncertainty regarding what interest rate benchmark(s) will replace LIBOR in the debt capital markets, and the effect of a transition away from LIBOR on the Fund cannot yet be determined. Management continues to evaluate the Fund’s LIBOR exposure risks, including but not limited to the potential impact on the cost of credit, the Fund’s derivative instruments, the Fund’s holdings, and the extent to which the Fund’s debt investment instruments allow for the utilization of alternative rate(s) in the absence of LIBOR.

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

None.

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Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None.

Item 6.  Exhibits

Exhibit Number	Description
3(i)	Articles of Incorporation of the Fund as filed with the Maryland Secretary of State on May 6, 2015, incorporated by reference to the Fund’s Form 10 filed with the Securities and Exchange Commission on May 29, 2015.
3(ii)	Bylaws of the Fund, incorporated by reference to the Fund’s Form 10 filed with the Securities and Exchange Commission on May 29, 2015.
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 May 29, 2015.
31.1	Chief Executive Officer (Principal Executive Officer) certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Rules 13a -14(a) and 15d-14(a) Certification).
31.2	Chief Financial Officer (Principal Financial Officer) certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Rules 13a -14(a) and 15d-14(a) Certification).
32.1	Chief Executive Officer (Principal Executive Officer) certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Section 1350 Certification).
32.2	Chief Financial Officer (Principal Financial Officer) certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Section 1350 Certification).

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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 thereunto duly authorized.

VENTURE LENDING & LEASING VIII, INC.

(Registrant)

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

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