UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549








Form 10-Q








|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended
September 30, 2016



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



For the transition period from
            to



Commission File No. 0-54615








VII Peaks Co-Optivist
Income BDC II, Inc.

(Exact name of Registrant as specified in
its charter)








|Maryland                                                       |  | 45-2918121                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



4 Orinda Way, Suite 125-A

Orinda, CA 94563

(Address of principal executive offices)



(855) 889-1778

(Registrant’s telephone number, including
area code)



Not applicable

(Former Name, Former Address and Former Fiscal
Year, if Changed Since Last Report)








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



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



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



|Large accelerated filer  ̈ | Accelerated filer  ̈                           | Non-accelerated filer x | Smaller reporting company  ̈
|------------------------- | --------------------------------------------- | ----------------------- | ---------------------------
|                          | (Do not check if a smaller reporting company)



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



The number of shares of the Registrant’s
common stock, par value $0.001 per share, outstanding as of November 14, 2016 was
6,313,024.











VII PEAKS CO-OPTIVIST INCOME BDC II, INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER
30, 2016



TABLE OF CONTENTS



|           |                                                                                                                   | Page
|---------- | ----------------------------------------------------------------------------------------------------------------- | ----
|           |                                                                                                                   |     
|PART I.    | FINANCIAL INFORMATION                                                                                             | 3   
|Item 1.    | Financial Statements                                                                                              | 3   
|           | Statements of Assets and Liabilities as of September 30, 2016 (unaudited) and December 31, 2015                   | 3   
|           | Statements of Operations for the three and nine months ended September 30, 2016 (unaudited) and 2015 (unaudited)  | 4   
|           | Statements of Changes in Net Assets for the nine months ended September 30, 2016 (unaudited) and 2015 (unaudited) | 5   
|           | Statements of Cash Flows for the nine months ended September 30, 2016 (unaudited) and 2015 (unaudited)            | 6   
|           | Schedule of Investments as of September 30, 2016 (unaudited)                                                      | 7   
|           | Schedule of Investments as of December 31, 2015                                                                   | 8   
|           | Notes to Financial Statements (unaudited)                                                                         | 9   
|Item 2.    | Management’s Discussion and Analysis of Financial Condition and Results of Operations                             | 27  
|Item 3.    | Quantitative and Qualitative Disclosures about Market Risk                                                        | 44  
|Item 4.    | Controls and Procedures                                                                                           | 44  
|PART II.   | OTHER INFORMATION                                                                                                 | 45  
|Item 1.    | Legal Proceedings                                                                                                 | 45  
|Item 1A.   | Risk Factors                                                                                                      | 46  
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                                                       | 46  
|Item 3.    | Defaults Upon Senior Securities                                                                                   | 46  
|Item 4.    | Mine Safety Disclosures                                                                                           | 46  
|Item 5.    | Other Information                                                                                                 | 46  
|Item 6.    | Exhibits                                                                                                          | 47  
|Signatures | 48                                                                                                               



2







PART I – FINANCIAL INFORMATION



Item 1. Financial Statements



VII PEAKS CO-OPTIVIST INCOME BDC II, INC.



STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share and per share
data)



|                                                                                                                                                 |  | As of              |        
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | -------
|                                                                                                                                                 |  | September 30, 2016 |        
|                                                                                                                                                 |  | (unaudited)        |        
|ASSETS                                                                                                                                           |  |                    |        
|                                                                                                                                                 |  |                    |        
|Investments, at fair value                                                                                                                       |  |                    |        
|Non-controlled/non-affiliate investments (cost of $31,224 and $46,210, respectively)                                                             |  | $                  | 26,151 
|Affiliate investments (cost of $4,000 and $2,000, respectively)                                                                                  |  |                    | 7,518  
|Investments, money market at fair value (cost of $1,928 and $6,210, respectively)                                                                |  |                    | 1,928  
|Total investments, at fair value                                                                                                                 |  |                    | 35,597 
|Interest receivable                                                                                                                              |  |                    | 665    
|Prepaid expenses                                                                                                                                 |  |                    | 61     
|Origination fee receivable                                                                                                                       |  |                    | 60     
|Due from related party, net                                                                                                                      |  |                    | 260    
|Total assets                                                                                                                                     |  | $                  | 36,643 
|                                                                                                                                                 |  |                    |        
|LIABILITIES                                                                                                                                      |  |                    |        
|Priority credit line -Wells Fargo                                                                                                                |  | $                  | 2,465  
|Interest payable                                                                                                                                 |  |                    | 1      
|Deferred loan fee                                                                                                                                |  |                    | 164    
|Prepaid interest from investments (includes prepaid interest of $261 from Nima, LLC, $174 from GeoCommerce, Inc. and $67 from Ansgar Media, LLC) |  |                    | 502    
|Accounts payable and accrued liabilities                                                                                                         |  |                    | 94     
|Stockholder distributions payable                                                                                                                |  |                    | 338    
|Total liabilities                                                                                                                                |  |                    | 3,564  
|                                                                                                                                                 |  |                    |        
|NET ASSETS                                                                                                                                       |  |                    |        
|Common stock, par value, $.001 per share, 200,000,000 authorized; 6,300,709
    and 6,181,515 shares issued and outstanding, respectively        |  |                    | 6      
|Paid-in capital in excess of par value                                                                                                           |  |                    | 59,877 
|Treasury stock at cost, 301,413 and 301,413 shares, respectively                                                                                 |  |                    | (2,891 
|Accumulated distribution in excess of net investment income and net realized gain (loss) on investments                                          |  |                    | (22,358
|Net unrealized depreciation on investments                                                                                                       |  |                    | (1,555 
|Total net assets                                                                                                                                 |  |                    | 33,079 
|Total liabilities and net assets                                                                                                                 |  | $                  | 36,643 
|                                                                                                                                                 |  |                    |        
|Net asset value per share                                                                                                                        |  | $                  | 5.25   



The accompanying notes are an integral part
of these financial statements.



3







VII PEAKS CO-OPTIVIST INCOME BDC II, INC.



STATEMENTS OF OPERATIONS

(in thousands, except share and per share
data)

(unaudited)



|                                                                                                                                                                 |  | For the Three Months |           |   | For the Three Months |   |           | For the Nine Months |  |   | For the Nine Months |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------- | --------- | - | -------------------- | - | --------- | ------------------- |  | - | ------------------- | -
|                                                                                                                                                                 |  | Ended September 30,  |           |   | Ended September 30,  |   |           | Ended September 30, |  |   | Ended September 30, |  
|                                                                                                                                                                 |  | 2016                 |           |   | 2015                 |   |           | 2016                |  |   | 2015                |  
|                                                                                                                                                                 |  |                      |           |   |                      |   |           |                     |  |   |                     |  
|Investment income:                                                                                                                                               |  |                      |           |   |                      |   |           |                     |  |   |                     |  
|Interest from investments                                                                                                                                        |  |                      |           |   |                      |   |           |                     |  |   |                     |  
|Non-controlled/non-affiliate investments                                                                                                                         |  | $                    | 598       |   |                      | $ | 721       |                     |  | $ | 1,621               |  
|Affiliate investments                                                                                                                                            |  |                      | 160       |   |                      |   | 20        |                     |  |   | 393                 |  
|Dividend Income                                                                                                                                                  |  |                      |           |   |                      |   |           |                     |  |   |                     |  
|Non-controlled/non-affiliate investments                                                                                                                         |  |                      | -         |   |                      |   | 107       |                     |  |   | -                   |  
|Fee income                                                                                                                                                       |  |                      |           |   |                      |   |           |                     |  |   |                     |  
|Non-controlled/non-affiliate investments                                                                                                                         |  |                      | 19        |   |                      |   |           |                     |  |   | 39                  |  
|Affiliate investments                                                                                                                                            |  |                      | 8         |   |                      |   | 3         |                     |  |   | 22                  |  
|Other income                                                                                                                                                     |  |                      |           |   |                      |   |           |                     |  |   |                     |  
|Non-controlled/non-affiliate investments                                                                                                                         |  |                      | -         |   |                      |   | -         |                     |  |   | -                   |  
|Total investment income                                                                                                                                          |  |                      | 785       |   |                      |   | 851       |                     |  |   | 2,075               |  
|                                                                                                                                                                 |  |                      |           |   |                      |   |           |                     |  |   |                     |  
|Operating expenses:                                                                                                                                              |  |                      |           |   |                      |   |           |                     |  |   |                     |  
|Professional fees                                                                                                                                                |  |                      | 177       |   |                      |   | 149       |                     |  |   | 650                 |  
|Directors fees                                                                                                                                                   |  |                      | 10        |   |                      |   | 12        |                     |  |   | 29                  |  
|Insurance                                                                                                                                                        |  |                      | 29        |   |                      |   | 24        |                     |  |   | 85                  |  
|Interest expense                                                                                                                                                 |  |                      | 39        |   |                      |   | 6         |                     |  |   | 165                 |  
|Management fees - related parties                                                                                                                                |  |                      | 168       |   |                      |   | 195       |                     |  |   | 471                 |  
|Administrative services - related parties                                                                                                                        |  |                      | 58        |   |                      |   | 54        |                     |  |   | 166                 |  
|General and administrative (includes $30, $30, $90 and $90 of CFO salary (accounting) and $14, $47, $33 and $104 of related party travel expenses, respectively) |  |                      | 136       |   |                      |   | 139       |                     |  |   | 357                 |  
|Transfer agent fees                                                                                                                                              |  |                      | 37        |   |                      |   | 32        |                     |  |   | 103                 |  
|Offering expense                                                                                                                                                 |  |                      | -         |   |                      |   | -         |                     |  |   | -                   |  
|Total operating expenses                                                                                                                                         |  |                      | 654       |   |                      |   | 611       |                     |  |   | 2,026               |  
|                                                                                                                                                                 |  |                      |           |   |                      |   |           |                     |  |   |                     |  
|Net investment income                                                                                                                                            |  |                      | 131       |   |                      |   | 240       |                     |  |   | 49                  |  
|                                                                                                                                                                 |  |                      |           |   |                      |   |           |                     |  |   |                     |  
|Realized and unrealized gain (loss) on investments:                                                                                                              |  |                      |           |   |                      |   |           |                     |  |   |                     |  
|Net realized gain (loss) from investments                                                                                                                        |  |                      | (38       | ) |                      |   | 142       |                     |  |   | (13,341             | )
|Net unrealized appreciation (depreciation) on investments                                                                                                        |  |                      | 1,842     |   |                      |   | (4,475    | )                   |  |   | 19,933              |  
|Net realized and unrealized gain (loss) on investments                                                                                                           |  |                      | 1,804     |   |                      |   | (4,333    | )                   |  |   | 6,592               |  
|                                                                                                                                                                 |  |                      |           |   |                      |   |           |                     |  |   |                     |  
|Net increase (decrease) in net assets resulting from operations                                                                                                  |  | $                    | 1,935     |   |                      | $ | (4,093    | )                   |  | $ | 6,641               |  
|                                                                                                                                                                 |  |                      |           |   |                      |   |           |                     |  |   |                     |  
|Per share information - basic and diluted:                                                                                                                       |  |                      |           |   |                      |   |           |                     |  |   |                     |  
|Net investment income                                                                                                                                            |  | $                    | 0.02      |   |                      | $ | 0.04      |                     |  | $ | 0.01                |  
|Net increase (decrease) in net assets resulting from operations                                                                                                  |  | $                    | 0.31      |   |                      | $ | (0.66     | )                   |  | $ | 1.06                |  
|Weighted average common shares outstanding                                                                                                                       |  |                      | 6,276,081 |   |                      |   | 6,193,309 |                     |  |   | 6,236,996           |  



The accompanying notes are an integral part
of these financial statements.



4







VII PEAKS CO-OPTIVIST INCOME BDC II, INC.



STATEMENTS OF CHANGES IN NET ASSETS

(in thousands, except share and per share
data)

(unaudited)



|                                                                                                        |  | For the Nine Months Ended September 30, 2016 |           |   | For the Nine Months Ended September 30, 2015 |  
|------------------------------------------------------------------------------------------------------- |  | -------------------------------------------- | --------- | - | -------------------------------------------- | -
|                                                                                                        |  |                                              |           |   |                                              |  
|Operations:                                                                                             |  |                                              |           |   |                                              |  
|Net investment income                                                                                   |  | $                                            | 49        |   |                                              | $
|Net realized gain (loss) from investments                                                               |  |                                              | (13,341   | ) |                                              |  
|Net unrealized appreciation (depreciation) on investments                                               |  |                                              | 19,933    |   |                                              |  
|Net increase (decrease) in net assets from operations                                                   |  |                                              | 6,641     |   |                                              |  
|Stockholder distributions:                                                                              |  |                                              |           |   |                                              |  
|Distributions from net investment income                                                                |  |                                              | (139      | ) |                                              |  
|Distributions from net realized gain on investments                                                     |  |                                              | -         |   |                                              |  
|Distributions from paid in capital                                                                      |  |                                              | (2,930    | ) |                                              |  
|Net decrease in net assets from stockholder distributions                                               |  |                                              | (3,069    | ) |                                              |  
|Capital share transactions:                                                                             |  |                                              |           |   |                                              |  
|Issuance of common stock, net of issuance costs                                                         |  |                                              | -         |   |                                              |  
|Reinvestment of stockholder distributions                                                               |  |                                              | 1,017     |   |                                              |  
|Treasury capital (redemptions)                                                                          |  |                                              | -         |   |                                              |  
|Net increase in net assets from capital share transactions                                              |  |                                              | 1,017     |   |                                              |  
|                                                                                                        |  |                                              |           |   |                                              |  
|Total increase (decrease) in net assets                                                                 |  |                                              | 4,589     |   |                                              |  
|Net assets at beginning of period                                                                       |  |                                              | 28,490    |   |                                              |  
|Net assets at end of period                                                                             |  | $                                            | 33,079    |   |                                              | $
|                                                                                                        |  |                                              |           |   |                                              |  
|Net asset value per common share                                                                        |  | $                                            | 5.25      |   |                                              | $
|Common shares outstanding at end of period                                                              |  |                                              | 6,300,709 |   |                                              |  
|                                                                                                        |  |                                              |           |   |                                              |  
|Accumulated distribution in excess of net investment income and net realized gain (loss) on investments |  | $                                            | (22,358   | ) |                                              | $



The accompanying notes are an integral part
of these financial statements.



5







VII PEAKS CO-OPTIVIST INCOME BDC II, INC.



STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                                                                       |  | For the Nine Months Ended September 30, 2016 |         |   | For the Nine Months Ended September 30, 2015 |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------- | ------- | - | -------------------------------------------- | -
|                                                                                                                                       |  |                                              |         |   |                                              |  
|Operating activities:                                                                                                                  |  |                                              |         |   |                                              |  
|Net increase (decrease) in net assets from operations                                                                                  |  | $                                            | 6,641   |   |                                              | $
|Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used in) operating activities: |  |                                              |         |   |                                              |  
|Paid-in-kind dividend income                                                                                                           |  |                                              | -       |   |                                              |  
|Paid-in-kind interest income                                                                                                           |  |                                              | (8      | ) |                                              |  
|Net accretion of discounts and amortization of premiums                                                                                |  |                                              | (13     | ) |                                              |  
|Repayments of investments                                                                                                              |  |                                              | 25,322  |   |                                              |  
|Purchase of investments                                                                                                                |  |                                              | (25,656 | ) |                                              |  
|Repayments of investments - money market                                                                                               |  |                                              | 28,023  |   |                                              |  
|Purchase of investments - money market                                                                                                 |  |                                              | (23,741 | ) |                                              |  
|Net realized (gain) loss from investments                                                                                              |  |                                              | 13,341  |   |                                              |  
|Net unrealized (appreciation) depreciation on investments                                                                              |  |                                              | (19,933 | ) |                                              |  
|Proceeds from loan fees received                                                                                                       |  |                                              | 165     |   |                                              |  
|Accretion of deferred loan fees                                                                                                        |  |                                              | (51     | ) |                                              |  
|(Increase) decrease in operating assets:                                                                                               |  |                                              |         |   |                                              |  
|Interest receivable                                                                                                                    |  |                                              | (136    | ) |                                              |  
|Prepaid expenses                                                                                                                       |  |                                              | (49     | ) |                                              |  
|Due from related party, net                                                                                                            |  |                                              | (107    | ) |                                              |  
|Origination fee receivable                                                                                                             |  |                                              | 3       |   |                                              |  
|Receivable for common stock purchased                                                                                                  |  |                                              | -       |   |                                              |  
|Increase (decrease) in operating liabilities:                                                                                          |  |                                              |         |   |                                              |  
|Payable for unsettled trades                                                                                                           |  |                                              | -       |   |                                              |  
|Management fees payable                                                                                                                |  |                                              | -       |   |                                              |  
|Prepaid interest from investments                                                                                                      |  |                                              | 502     |   |                                              |  
|Accounts payable and accrued liabilities                                                                                               |  |                                              | (173    | ) |                                              |  
|Interest payable                                                                                                                       |  |                                              | -       |   |                                              |  
|Net cash provided by (used in) operating activities                                                                                    |  |                                              | 4,130   |   |                                              |  
|                                                                                                                                       |  |                                              |         |   |                                              |  
|Financing activities:                                                                                                                  |  |                                              |         |   |                                              |  
|Proceeds from issuance of shares of common stock, net                                                                                  |  |                                              | -       |   |                                              |  
|Stockholder distributions                                                                                                              |  |                                              | (2,064  | ) |                                              |  
|Treasury stock, net of redemption of common stock                                                                                      |  |                                              | -       |   |                                              |  
|Borrowings - priority credit line                                                                                                      |  |                                              | 8,333   |   |                                              |  
|Repayments - priority credit line                                                                                                      |  |                                              | (10,399 | ) |                                              |  
|Net cash provided by (used in) financing activities                                                                                    |  |                                              | (4,130  | ) |                                              |  
|                                                                                                                                       |  |                                              |         |   |                                              |  
|Net change in cash and cash equivalents                                                                                                |  |                                              | -       |   |                                              |  
|Cash and cash equivalents, beginning of period                                                                                         |  |                                              | -       |   |                                              |  
|Cash and cash equivalents, end of period                                                                                               |  | $                                            | -       |   |                                              | $
|                                                                                                                                       |  |                                              |         |   |                                              |  
|Supplemental disclosure of non-cash information:                                                                                       |  |                                              |         |   |                                              |  
|Distribution reinvestment plan distribution payable                                                                                    |  | $                                            | 103     |   |                                              | $
|Cash distribution payable                                                                                                              |  | $                                            | 235     |   |                                              | $
|Distribution reinvestment plan distribution paid                                                                                       |  | $                                            | 1,017   |   |                                              | $
|                                                                                                                                       |  |                                              |         |   |                                              |  
|Supplemental disclosure of cash flow information:                                                                                      |  |                                              |         |   |                                              |  
|Cash interest paid during the period                                                                                                   |  | $                                            | 165     |   |                                              | $



The accompanying notes are an integral part
of these financial statements.



6







VII PEAKS CO-OPTIVIST INCOME BDC II, INC.



SCHEDULE OF INVESTMENTS

(dollars and shares in thousands)

(unaudited)



September 30, 2016



|Portfolio Company                                 |  | Industry                                  |  | Investment
    Coupon Rate,
 Maturity Date |  | Principal
    / No. of Shares |        |  | Amortized
    Cost |   |        | Fair
    Value |  |   | %
    of Net Assets | 
|------------------------------------------------- |  | ----------------------------------------- |  | ------------------------------------------ |  | ----------------------------- | ------ |  | ------------------ | - | ------ | -------------- |  | - | ------------------- | 
|Senior Secured First Lien Debt - 42.0% (b)        |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Ansgar Media, LLC (e)                             |  | Media: Broadcasting & Subscription        |  | 12.00%, 1/11/2018                          |  | $                             | 2,000  |  |                    | $ | 2,000  |                |  | $ | 2,000               | 
|Ansgar Media, LLC (e)                             |  | Media: Broadcasting & Subscription        |  | 12.00%, 9/18/2017                          |  |                               | 2,000  |  |                    |   | 2,000  |                |  |   | 2,000               | 
|APX Group, Inc.                                   |  | Services: Consumer                        |  | 6.38%, 12/1/2019                           |  |                               | 825    |  |                    |   | 825    |                |  |   | 844                 | 
|GeoCommerce, Inc.                                 |  | Technology                                |  | 12.00%, 4/27/2018                          |  |                               | 1,000  |  |                    |   | 1,000  |                |  |   | 1,000               | 
|GeoCommerce, Inc.                                 |  | Technology                                |  | 12.00%, 5/15/2018                          |  |                               | 1,500  |  |                    |   | 1,500  |                |  |   | 1,500               | 
|Nima, LLC                                         |  | Consumer Goods                            |  | 12.00%, 5/20/2018                          |  |                               | 2,000  |  |                    |   | 2,000  |                |  |   | 2,000               | 
|Nima, LLC                                         |  | Consumer Goods                            |  | 12.00%, 8/11/2018                          |  |                               | 1,000  |  |                    |   | 1,000  |                |  |   | 1,000               | 
|Goodman Networks, Inc.                            |  | Telecommunications                        |  | 12.13%, 7/1/2018                           |  |                               | 800    |  |                    |   | 827    |                |  |   | 380                 | 
|Kratos Defense & Security Solutions, Inc.         |  | Aerospace and Defense                     |  | 7.00%, 5/15/2019                           |  |                               | 1,112  |  |                    |   | 1,006  |                |  |   | 1,034               | 
|Titan International, Inc.                         |  | Automobile                                |  | 6.88%, 10/1/2020                           |  |                               | 1,500  |  |                    |   | 1,405  |                |  |   | 1,421               | 
|Toys R Us Property Co II, LLC                     |  | Retail                                    |  | 8.50%, 12/1/2017                           |  |                               | 725    |  |                    |   | 729    |                |  |   | 723                 | 
|Sub Total Senior Secured
    First Lien Debt      |  |                                           |  |                                            |  | $                             | 14,462 |  |                    | $ | 14,292 |                |  | $ | 13,902              | 
|                                                  |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Senior Secured Second Lien Debt - 2.0% (b)        |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Nuverra Environmental Solutions, Inc.             |  | Environmental Industries                  |  | 12.50%, 4/15/2022                          |  | $                             | 1,325  |  |                    | $ | 1,365  |                |  | $ | 331                 | 
|Claire's Stores, Inc.                             |  | Retail                                    |  | 8.88%, 3/15/2019                           |  |                               | 825    |  |                    |   | 812    |                |  |   | 261                 | 
|Logan's Roadhouse, Inc. (c) (f)                   |  | Beverage, Food & Tobacco                  |  | 10.75%, 10/15/2017                         |  |                               | 770    |  |                    |   | 722    |                |  |   | 29                  | 
|Logan's Roadhouse, Inc. DIP Financing (f)         |  | Beverage, Food & Tobacco                  |  | 9.50%, 9/30/2017                           |  |                               | 52     |  |                    |   | 52     |                |  |   | 52                  | 
|Saratoga Resources, Inc. (c)                      |  | Energy: Oil & Gas                         |  | 12.50%, 7/1/2016                           |  |                               | 885    |  |                    |   | 912    |                |  |   | 1                   | 
|Sub Total Senior Secured
    Second Lien Debt     |  |                                           |  |                                            |  | $                             | 3,857  |  |                    | $ | 3,863  |                |  | $ | 674                 | 
|                                                  |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Senior Unsecured Debt - 18.0% (b)                 |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|APX Group, Inc.                                   |  | Services: Consumer                        |  | 8.75%, 12/1/2020                           |  | $                             | 575    |  |                    | $ | 558    |                |  | $ | 565                 | 
|Clear Channel Communications                      |  | Media: Broadcasting & Subscription        |  | 10.00%, 1/15/2018                          |  |                               | 1,400  |  |                    |   | 1,370  |                |  |   | 921                 | 
|Colt Defense, LLC                                 |  | Aerospace and Defense                     |  | 8.00%, 7/12/2021                           |  |                               | 137    |  |                    |   | 1,032  |                |  |   | 137                 | 
|DynCorp International Inc.                        |  | Aerospace and Defense                     |  | 11.88%, 11/30/2020                         |  |                               | 1,020  |  |                    |   | 1,033  |                |  |   | 739                 | 
|Gymboree Corp.                                    |  | Retail                                    |  | 9.13%, 12/1/2018                           |  |                               | 810    |  |                    |   | 782    |                |  |   | 510                 | 
|Ryerson Inc./Joseph T Ryerson & Son, Inc.         |  | Metals & Mining                           |  | 11.25%, 10/15/2018                         |  |                               | 1,500  |  |                    |   | 1,521  |                |  |   | 1,541               | 
|Seitel, Inc.                                      |  | Energy: Oil & Gas                         |  | 9.50%, 4/15/2019                           |  |                               | 1,575  |  |                    |   | 1,574  |                |  |   | 1,244               | 
|UCI International, Inc. (c)                       |  | Automobile                                |  | 8.63%, 2/15/2019                           |  |                               | 1,400  |  |                    |   | 1,354  |                |  |   | 280                 | 
|Sub Total Senior Unsecured
    Debt               |  |                                           |  |                                            |  | $                             | 8,417  |  |                    | $ | 9,224  |                |  | $ | 5,937               | 
|                                                  |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Senior Subordinated Debt - 4.5%(b)                |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Claire’s Stores, Inc.                             |  | Retail                                    |  | 10.50%, 6/1/2017                           |  | $                             | 715    |  |                    | $ | 714    |                |  | $ | 390                 | 
|DJO Finance, LLC.                                 |  | Healthcare & Pharmaceuticals              |  | 10.75%, 4/15/2020                          |  |                               | 1,265  |  |                    |   | 1,314  |                |  |   | 1,082               | 
|Sub Total Senior Subordinated
    Debt            |  |                                           |  |                                            |  | $                             | 1,980  |  |                    | $ | 2,028  |                |  | $ | 1,472               | 
|                                                  |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Senior Unsecured Convertible Debt - 1.0% (b)      |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Aspect Software, Inc.                             |  | Telecommunications                        |  | 3.00%, 5/23/2023                           |  | $                             | 244    |  |                    | $ | 244    |                |  | $ | 331                 | 
|Sub Total Senior Unsecured
    Convertible Debt   |  |                                           |  |                                            |  | $                             | 244    |  |                    | $ | 244    |                |  | $ | 331                 | 
|                                                  |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Equity Securities - 26.2%(b)                      |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Affinion Group, Inc. (c)                          |  | Media: Advertising, Printing & Publishing |  |                                            |  |                               | 13     |  |                    | $ | 689    |                |  | $ | 618                 | 
|Aspire Holdings (c)                               |  | Energy: Oil & Gas                         |  |                                            |  |                               | 5      |  |                    |   | 551    |                |  |   | 368                 | 
|Education Management, LLC (c)                     |  | Services: Consumer                        |  |                                            |  |                               | 2,530  |  |                    |   | 4      |                |  |   | 0                   | 
|NII Holdings, Inc. (a)
    (c)                    |  | Telecommunications                        |  |                                            |  |                               | 17     |  |                    |   | 768    |                |  |   | 55                  | 
|Total Common Stock                                |  |                                           |  |                                            |  |                               |        |  |                    |   | 2,012  |                |  |   | 1,041               | 
|                                                  |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Ansgar Media, LLC - Class B Units (c)
    (d) (e) |  | Media: Broadcasting & Subscription        |  |                                            |  |                               | -      |  |                    |   | -      |                |  |   | 3,518               | 
|Total Preferred Stock                             |  |                                           |  |                                            |  |                               |        |  |                    |   | -      |                |  |   | 3,518               | 
|                                                  |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|GeoCommerce, Inc. (c)                             |  | Technology                                |  |                                            |  |                               | 500    |  |                    |   | -      |                |  |   | 2,105               | 
|Nuverra Environmental Solutions, Inc. (c)         |  | Environmental Industries                  |  |                                            |  |                               | 61     |  |                    |   | -      |                |  |   | 1                   | 
|Nima, LLC (c)                                     |  | Consumer Electronics                      |  |                                            |  |                               | 2,000  |  |                    |   | -      |                |  |   | 2,000               | 
|Education Management, LLC (c)                     |  | Services: Consumer                        |  |                                            |  |                               | 1,554  |  |                    |   | 876    |                |  |   | -                   | 
|Total Warrants                                    |  |                                           |  |                                            |  |                               |        |  |                    |   | 876    |                |  |   | 4,106               | 
|                                                  |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Sub Total Equity Securities                       |  |                                           |  |                                            |  |                               |        |  |                    | $ | 2,888  |                |  | $ | 8,665               | 
|                                                  |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|U.S. Government Securities - 8.1% (b)             |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|U.S. Treasury Bill                                |  |                                           |  | 0.18%, 3/9/2017                            |  | $                             | 1,290  |  |                    | $ | 1,287  |                |  | $ | 1,288               | 
|U.S. Treasury Bill                                |  |                                           |  | 0.75%, 4/15/18                             |  |                               | 1,400  |  |                    |   | 1,398  |                |  |   | 1,400               | 
|Sub Total U.S. Government
    Securities          |  |                                           |  |                                            |  | $                             | 2,690  |  |                    | $ | 2,685  |                |  | $ | 2,688               | 
|                                                  |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Investments - Money Market - 5.8% (b)             |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Investments - U.S. Bank Money Market              |  |                                           |  | 0.10%                                      |  | $                             | 196    |  |                    | $ | 196    |                |  | $ | 196                 | 
|Investments - Wells Fargo Money Market            |  |                                           |  | 0.01%                                      |  |                               | 1,732  |  |                    |   | 1,732  |                |  |   | 1,732               | 
|Sub Total Investments -
    Money Market          |  |                                           |  |                                            |  | $                             | 1,928  |  |                    | $ | 1,928  |                |  | $ | 1,928               | 
|                                                  |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|TOTAL INVESTMENTS -
    107.6% (b)                |  |                                           |  |                                            |  |                               |        |  |                    | $ | 37,152 |                |  | $ | 35,597              | 



|(a) | Represents a non-qualifying investment as defined under Section 55 (a) of the Investment Company Act of 1940, as amended. Non-qualifying investments represent 0.2% of the Fund's (VII Peaks Co-OptivistTM Income BDC, II, Inc.) portfolio at fair value. As a BDC, the Fund can only invest 30% of its portfolio in non-qualifying assets.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Percentages are based on net assets of $33,079 as of September 30, 2016.                                                                                                                                                                                                                                                                   
|(c) | Non-income producing as of September 30, 2016.                                                                                                                                                                                                                                                                                             
|(d) | 2,500 Class B Units, which are not entitled to an allocation of profits or losses until the earlier to occur of 9/30/2020 or a change of control of Ansgar Media, LLC.                                                                                                                                                                     
|(e) | As defined in the 1940 Act, Affiliated Investments are defined as those Non-Control Investments in companies in which we own between 5.0% and 25.0% of the voting securities.                                                                                                                                                              
|(f) | The company filed for bankruptcy in Delaware on August 8, 2016 and is in the initial stages of
    restructuring. The Fund participated in DIP financing as part of company’s restructuring process during bankruptcy.
    Logan’s Roadhouse, Inc. DIP Financing is the senior most loan in the Fund’s capital structure.                  



The accompanying notes are an integral part
of these financial statements.



7







VII PEAKS CO-OPTIVIST INCOME BDC II, INC.



SCHEDULE OF INVESTMENTS

(dollars and shares in thousands)

December 31, 2015



|Portfolio Company                                      |  | Industry                                  |  | Investment
    Coupon Rate,
 Maturity Date |  | Principal
    / No. of Shares |        |  | Amortized
    Cost |   |        | Fair
    Value |  |   | %
    of Net Assets | 
|------------------------------------------------------ |  | ----------------------------------------- |  | ------------------------------------------ |  | ----------------------------- | ------ |  | ------------------ | - | ------ | -------------- |  | - | ------------------- | 
|Senior Secured First Lien Debt - 31.6% (b)             |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|American Media, Inc.                                   |  | Media: Advertising, Printing & Publishing |  | 11.50%, 12/15/2017                         |  | $                             | 1,320  |  |                    | $ | 1,363  |                |  | $ | 1,300               | 
|Ansgar Media, LLC (f)                                  |  | Media: Broadcasting & Subscription        |  | 12.00%, 9/8/2017                           |  |                               | 2,000  |  |                    |   | 2,000  |                |  |   | 2,000               | 
|APX Group, Inc.                                        |  | Services: Consumer                        |  | 6.38%, 12/1/2019                           |  |                               | 825    |  |                    |   | 825    |                |  |   | 796                 | 
|Caesar’s Entertainment Operating Co., Inc. (a)
    (d) |  | Hotel, Gaming & Leisure                   |  | 11.25%, 6/1/2017                           |  |                               | 860    |  |                    |   | 751    |                |  |   | 639                 | 
|EarthLink Holdings Corp.                               |  | Telecommunications                        |  | 7.38%, 6/1/2020                            |  |                               | 40     |  |                    |   | 41     |                |  |   | 41                  | 
|Endeavour International Corp. (d)                      |  | Energy: Oil & Gas                         |  | 12.00%, 3/1/2018                           |  |                               | 525    |  |                    |   | 551    |                |  |   | 525                 | 
|Goodman Networks, Inc.                                 |  | Telecommunications                        |  | 12.13%, 7/1/2018                           |  |                               | 800    |  |                    |   | 837    |                |  |   | 216                 | 
|Kratos Defense & Security Solutions, Inc.              |  | Aerospace and Defense                     |  | 7.00%, 5/15/2019                           |  |                               | 1,112  |  |                    |   | 981    |                |  |   | 758                 | 
|Ryerson Inc./Joseph T Ryerson & Son, Inc.              |  | Metals & Mining                           |  | 9.00%, 10/15/2017                          |  |                               | 1,315  |  |                    |   | 1,355  |                |  |   | 1,018               | 
|Titan International, Inc.                              |  | Automoile                                 |  | 6.88%, 10/1/2020                           |  |                               | 1,500  |  |                    |   | 1,390  |                |  |   | 1,095               | 
|Toys R Us Property Co II LLC                           |  | Retail                                    |  | 8.50%, 12/1/2017                           |  |                               | 725    |  |                    |   | 732    |                |  |   | 620                 | 
|Sub Total Senior Secured
    First Lien Debt           |  |                                           |  |                                            |  | $                             | 11,022 |  |                    | $ | 10,826 |                |  | $ | 9,008               | 
|                                                       |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Senior Secured Second Lien  Debt -
    6.3% (b)        |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Aspect Software, Inc.                                  |  | Telecommunications                        |  | 10.63%, 5/15/2017                          |  | $                             | 1,302  |  |                    | $ | 1,314  |                |  | $ | 1,016               | 
|Claire’s Stores, Inc.                                  |  | Retail                                    |  | 8.88%, 3/15/2019                           |  |                               | 825    |  |                    |   | 809    |                |  |   | 190                 | 
|Endeavour International Corp. (d)                      |  | Energy: Oil & Gas                         |  | 12.00%, 6/1/2018                           |  |                               | 725    |  |                    |   | 708    |                |  |   | 8                   | 
|Logan’s Roadhouse, Inc.                                |  | Beverage, Food & Tobacco                  |  | 10.75%, 10/15/2017                         |  |                               | 770    |  |                    |   | 748    |                |  |   | 531                 | 
|Saratoga Resources, Inc. (d)                           |  | Energy: Oil & Gas                         |  | 12.50%, 7/1/2016                           |  |                               | 885    |  |                    |   | 912    |                |  |   | 44                  | 
|Sub Total Senior Secured
    Second Lien Debt          |  |                                           |  |                                            |  | $                             | 4,507  |  |                    | $ | 4,491  |                |  | $ | 1,789               | 
|                                                       |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Senior Unsecured Debt - 22.0% (b)                      |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|APX Group, Inc.                                        |  | Services: Consumer                        |  | 8.75%, 12/1/2020                           |  | $                             | 575    |  |                    | $ | 556    |                |  | $ | 472                 | 
|Caesar’s Entertainment Corp. (a) (d)                   |  | Hotel, Gaming & Leisure                   |  | 10.75%, 2/1/2016                           |  |                               | 495    |  |                    |   | 451    |                |  |   | 126                 | 
|Clear Channel Communications                           |  | Media: Broadcasting & Subscription        |  | 10.00%, 1/15/2018                          |  |                               | 1,400  |  |                    |   | 1,354  |                |  |   | 539                 | 
|Colt Defense, LLC (d)                                  |  | Aerospace and Defense                     |  | 8.75%, 11/15/2017                          |  |                               | 1,253  |  |                    |   | 1,029  |                |  |   | 132                 | 
|DynCorp International, Inc.                            |  | Aerospace and Defense                     |  | 10.38%, 7/1/2017                           |  |                               | 1,135  |  |                    |   | 1,143  |                |  |   | 846                 | 
|EarthLink Holdings Corp.                               |  | Telecommunications                        |  | 8.88%, 5/15/2019                           |  |                               | 279    |  |                    |   | 274    |                |  |   | 284                 | 
|Gymboree Corp.                                         |  | Retail                                    |  | 9.13%, 12/1/2018                           |  |                               | 810    |  |                    |   | 774    |                |  |   | 182                 | 
|Nuverra Environmental Solutions, Inc.                  |  | Environmental Industries                  |  | 9.88%, 4/15/2018                           |  |                               | 1,325  |  |                    |   | 1,351  |                |  |   | 457                 | 
|Ryerson Inc./Joseph T Ryerson & Son, Inc.              |  | Metals & Mining                           |  | 11.25%, 10/15/2018                         |  |                               | 1,500  |  |                    |   | 1,528  |                |  |   | 1,117               | 
|Seitel, Inc.                                           |  | Energy: Oil & Gas                         |  | 9.50%, 4/15/2019                           |  |                               | 1,575  |  |                    |   | 1,574  |                |  |   | 1,016               | 
|Suntech Power Holdings Company, Ltd. (a)
    (c) (d)   |  | Environmental Industries                  |  | 3.00%, 5/15/2013                           |  |                               | 100    |  |                    |   | 109    |                |  |   | -                   | 
|Toys R Us, Inc.                                        |  | Retail                                    |  | 10.38%, 8/15/2017                          |  |                               | 860    |  |                    |   | 820    |                |  |   | 619                 | 
|UCI International, Inc.                                |  | Automobile                                |  | 8.63%, 2/15/2019                           |  |                               | 1,400  |  |                    |   | 1,367  |                |  |   | 483                 | 
|Sub Total Senior Unsecured
    Debt                    |  |                                           |  |                                            |  | $                             | 12,707 |  |                    | $ | 12,330 |                |  | $ | 6,273               | 
|                                                       |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Senior Subordinated Debt - 5.2% (b)                    |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Claire's Stores, Inc.                                  |  | Retail                                    |  | 10.50%, 6/1/2017                           |  | $                             | 715    |  |                    | $ | 713    |                |  | $ | 357                 | 
|DJO Finance, LLC.                                      |  | Healthcare & Pharmaceuticals              |  | 10.75%, 4/15/2020                          |  |                               | 1,265  |  |                    |   | 1,322  |                |  |   | 1,139               | 
|QuickSilver Resources, Inc. (d)                        |  | Energy: Oil & Gas                         |  | 7.13%, 4/1/2016                            |  |                               | 890    |  |                    |   | 843    |                |  |   | -                   | 
|Sub Total Senior Subordinated
    Debt                 |  |                                           |  |                                            |  | $                             | 2,870  |  |                    | $ | 2,878  |                |  | $ | 1,496               | 
|                                                       |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Equity Securities - 11.3% (b)                          |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Affinion Group, Inc. (d)                               |  | Media: Advertising, Printing & Publishing |  |                                            |  | $                             | 13     |  |                    | $ | 689    |                |  | $ | 816                 | 
|Ansgar Media, LLC (d) (f)                              |  | Media: Broadcasting & Subscription        |  |                                            |  |                               | -      |  |                    |   | -      |                |  |   | 2,102               | 
|Education Management, LLC (d)                          |  | Services: Consumer                        |  |                                            |  |                               | 2,530  |  |                    |   | 5      |                |  |   | 177                 | 
|NII Holdings, Inc. (a)
    (d)                         |  | Telecommunications                        |  |                                            |  |                               | 17     |  |                    |   | 768    |                |  |   | 84                  | 
|Total Common Stock                                     |  |                                           |  |                                            |  |                               |        |  |                    |   | 1,462  |                |  |   | 3,179               | 
|                                                       |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Relativity Media, LLC (d)
    (e)                      |  | Media: Broadcasting & Subscription        |  |                                            |  |                               | 855    |  |                    |   | 10,400 |                |  |   | -                   | 
|Total Preferred Stock                                  |  |                                           |  |                                            |  |                               |        |  |                    |   | 10,400 |                |  |   | -                   | 
|                                                       |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Education Management, LLC (d)                          |  | Services: Consumer                        |  |                                            |  |                               | 1,554  |  |                    |   | 876    |                |  |   | 31                  | 
|Total Warrants                                         |  |                                           |  |                                            |  |                               |        |  |                    |   | 876    |                |  |   | 31                  | 
|                                                       |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Sub Total Equity Securities                            |  |                                           |  |                                            |  |                               |        |  |                    | $ | 12,738 |                |  | $ | 3,210               | 
|                                                       |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|U.S. Government Securities -17.4% (b)                  |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|U.S. Treasury Bill                                     |  |                                           |  | 0.18%, 4/28/2016                           |  | $                             | 4,950  |  |                    | $ | 4,947  |                |  | $ | 4,946               | 
|Sub Total U.S. Government
    Securities               |  |                                           |  |                                            |  | $                             | 4,950  |  |                    | $ | 4,947  |                |  | $ | 4,946               | 
|                                                       |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Investments - Money Market - 21.8% (b)                 |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|Investments - Morgan Stanley Money Market              |  |                                           |  | 0.01%                                      |  | $                             | 3,191  |  |                    | $ | 3,191  |                |  | $ | 3,191               | 
|Investments - U.S. Bank Money Market                   |  |                                           |  | 0.02%                                      |  |                               | -      |  |                    |   | -      |                |  |   | -                   | 
|Investments - Wells Fargo Money Market                 |  |                                           |  | 0.01%                                      |  |                               | 3,019  |  |                    |   | 3,019  |                |  |   | 3,019               | 
|Sub Total Investments -
    Money Market               |  |                                           |  |                                            |  | $                             | 6,210  |  |                    | $ | 6,210  |                |  | $ | 6,210               | 
|                                                       |  |                                           |  |                                            |  |                               |        |  |                    |   |        |                |  |   |                     | 
|TOTAL INVESTMENTS - 115.6%
    (b)                     |  |                                           |  |                                            |  |                               |        |  |                    | $ | 54,420 |                |  | $ | 32,932              | 



|(a) | Represents a non-qualifying investment as defined under Section 55 (a) of the Investment Company Act of 1940, as amended. Non-qualifying investments represent 2.6% of the Fund’s portfolio at fair value. As a Business Development Company (“BDC”), the Fund can only invest 30% of its portfolio in non-qualifying assets.                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Percentages are based on net assets of $28,490 as of December 31, 2015.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(c) | Non-U.S. company. The principal place of business for Suntech Power Holdings Company, Ltd. is China.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(d) | Non-income producing as of December 31, 2015.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(e) | The Class E Units are entitled to PIK dividends at the rate of 12.5% per annum, payable in additional Class E Units. The PIK dividends accrue quarterly in advance on the first day of each quarter, but are only issuable immediately prior to the mandatory redemption of the Class E Units, and are not issuable upon a conversion of the Class E Units to other equity interests of the issuer. We stopped accruing dividends starting July 30, 2015 when Relativity Media, LLC and certain of its subsidiaries filed voluntarily petitions under Chapter 11 of the United States Bankruptcy Code.
|(f) | As defined in the 1940 Act, Affiliated Investments are defined as those Non-Control Investments in companies in which we own between 5.0% and 25.0% of the voting securities.                                                                                                                                                                                                                                                                                                                                                                                                                         



The accompanying notes are an integral
part of these financial statements.



8







VII PEAKS CO-OPTIVIST INCOME BDC II, INC.



NOTES TO FINANCIAL STATEMENTS



September 30, 2016



(unaudited)



Note 1.  Nature of Operations



VII Peaks Co-Optivist TM
Income BDC II, Inc. (the “Fund”, “our” or “we”), a Maryland corporation formed on August 3,
2011, is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a Business
Development Company (“BDC”) under the Investment Company Act of 1940, as amended or (“1940 Act”). In addition,
we have elected to be treated for federal income tax purpose, and intend to qualify annually, as a regulated investment company,
or (“RIC”), under Subchapter M of the Internal Revenue Code of 1986, as amended, or (the “Code”).



We invest in
discounted corporate debt, senior secured term loan and equity-linked debt securities of public and private companies that
trade on the secondary loan market for institutional investors and provide distributions to investors. The debt is generally
high-yield and non-investment grade. At the same time, we actively work with the target company’s management to
restructure the underlying securities and improve the liquidity position of the target company’s balance sheet. We
employ a proprietary “Co-Optivist”TM approach (“cooperative activism”) in executing our
investment strategy, which entails proactively engaging the target company management on average 24 months prior to a
redemption event (typically a put or maturity event) to create an opportunity for growth in the investments.
Co-OptivistTM is a registered trademark of VII Peaks Capital, LLC, or (“VII Peaks” or the
“Manager”), and is being used with their permission. Our strategy is not dependent on restructuring to
generate distributions. Capital appreciation on securities is generally not realized evenly over the holding period. In some
instances market prices for securities may continue to reflect a discount until a relatively short time period prior to a
redemption event. The potential capital gain typically occurs during the end of the holding period of a bond in our portfolio
when securities are either called by the company or exchanged for new securities during refinance. We have tendered certain
debt securities well above the market-traded deep discount. In addition, we also provide direct loans with equity warrant
coverage to portfolio companies to help facilitate corporate expansion.



Our investment objectives
are to generate current income and capital appreciation. We meet our investment objectives by: (i) realizing income and capital
appreciation through the acquisition, management and orderly liquidation of corporate debt securities, (ii) making distributions
of available distributable cash to our shareholders, and (iii) preserving the capital investments of our shareholders.



Our proprietary
“Co-Optivist” TM approach entails investment in the corporate debt and equity-linked debt securities
of target companies, or Target Investments, in conjunction with proactively engaging the target companies’ management.
We acquire Target Investments whose debt securities trade on the over-the-counter market for institutional loans at a
discount to their par redemption value, and will be subject to a “redemption event” within (on average) 24
months. We also invest directly in debt of private companies. We define a “redemption event” as a maturity event
or a put event (where investors in the target company’s debt security can have a redemption right at a
pre-determined price). We hold such debt an average of 12 – 18 months, during which time we anticipate
working actively with the target company’s management to effect and/or participate in a restructuring or exchange of
the invested securities for new securities.



We make investments in
target companies that meet our investment criteria. The size of an individual investment will vary based on numerous factors, including
the amount of funds raised in our offering. However, assuming we raise the maximum offering amount of $750.0 million, we expect
to hold at least 50 investments, and we anticipate that the minimum investment size will be approximately $250,000. We do not anticipate
being heavily invested in any one industry, and generally, we do not expect to invest in more than two different classes of debt
of the same target company. We invest in debt and equity-linked debt of target companies with a minimum enterprise value of $200.0
million and whose debt and equity-linked debt is actively traded in the secondary loan market. We also make senior secured direct
loan investments in companies with a minimum enterprise value of $5.0 million. For such senior secured direct loan investments,
we may receive equity securities to boost overall returns. We expect our portfolio to be predominantly composed of fixed-rate high-yield,
senior secured term loan and equity-linked corporate debt securities. However, we may also purchase senior secured corporate debt
securities which may have variable interest rates. We currently anticipate that the portion of our portfolio composed of variable
rate corporate debt securities, if any, will not exceed 20%, but we may increase that to 33% of our aggregate portfolio at the
time of any purchase depending on market opportunities.



9







We offer our shareholders
the ability to receive distributions as well as the potential capital appreciation resulting from the restructuring of the debt
of our target companies. To the extent we have distributable income available we anticipate making distributions on a monthly basis
to our shareholders.



Between 2001 and 2008,
corporate debt levels and the supply of leverage offered by banks and other investors began a steady increase. Since then, corporate
debt has continued to increase, with the financing sources less available. We believe a significant amount of this debt will be
subject to a redemption event prior to 2021. Many of the companies that have outstanding issues of such debt have not, or been
unable to proactively refinance, creating a “refinancing wall” that we believe will create a liquidity shortfall for
many issuers. The value of the debt securities of these companies as reflected in prices quoted in the secondary loan market, may
be at a significant discount to par, and represent a premium yield to maturity reflective of these liquidity concerns, creating
the opportunity for us to identify and invest in the debt securities of select companies at attractive current market valuations.
We believe that our Co-OptivistTM approach can help our target companies achieve results that are beneficial to the
long-term value of their businesses, which will in turn, result in capital gains through capital appreciation, or the exchange
of invested securities into a current security or cash at a premium to its acquisition price. Our principals collectively have
experience in principal investing, debt securities and general capital markets, and we believe we are well-positioned to capitalize
on these opportunities.



We are managed by VII Peaks
Capital, LLC, which is registered as an investment adviser with the Securities and Exchange Commission, or (“SEC”).
Our Manager is responsible for sourcing potential investments, analyzing investment opportunities, structuring our investments,
and monitoring our investments and portfolio companies on an ongoing basis.



On August 9, 2011, we filed
a registration statement on Form N-2 to sell up to 75,000,000 shares of common stock, $0.001 par value per share, at an initial
public offering price of $10.00 per share. The registration statement was declared effective by the SEC on March 1, 2012. We commenced
operations when we raised gross offering proceeds of over $1.0 million, all of which was from persons who were not affiliated with
us or our Manager by one year from the date the registration statement was declared effective by the SEC. Prior to the successful
satisfaction of that condition, all subscription payments were placed in an account held by the escrow agent, UMB Bank, N.A., in
trust for the benefit of our subscribers, pending release to us. We achieved the minimum offering requirement on July 10, 2012
and commenced operations on such date. As of September 30, 2016, we issued 6.6 million shares of common stock, including 0.5 million
shares under our distribution reinvestment plan (“DRIP”), less 0.3 million shares redeemed under our tender offer.
Gross proceeds from our common stock issuances total $65.2 million, including $4.4 million under our DRIP less $2.9 million paid
to redeem shares in our prior quarterly tender offers.



Note 2.  Summary of Significant Accounting Policies



Basis of Presentation



The financial statements
of the Fund included herein were prepared in conformity with accounting principles generally accepted in the United States of America
("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments
and accruals, necessary for a fair presentation of the results for the interim period. This Form 10-Q should be read in conjunction
with the Fund’s Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on April 14,
2016. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved
for the fiscal year ending December 31, 2016.



10







Use of Estimates in the Preparation of Financial Statements



The preparation of the
accompanying 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 income, gains (losses) and expenses during the period reported. Actual results could differ materially from those
estimates.



Investments – Money Market



The Fund has classified
its money market investments as investments carried at fair value.



Investment Classification



The Fund classifies its
investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control Investments” are defined
as investments in companies in which we own more than 25.0% of the voting securities or maintain greater than 50.0% of the board
representation. Under the 1940 Act, “Affiliated Investments” are defined as those non-control investments in companies
in which we own between 5.0% and 25.0% of the voting securities. Under the 1940 Act, “Non-affiliated Investments” are
defined as investments that are neither Control Investments nor Affiliated Investments.



Organizational and Offering Costs



The Fund is a closed-end
fund with a continuous offering period. Under the investment advisory agreement between the Fund and the Manager, our Manager fronts
the initial cost of the organizational and offering expenses, but the Fund is obligated to reimburse the Manager for such costs
to the extent of 1.5% of the gross offering proceeds in our continuous offering.  The Fund also agreed to reimburse the Manager
for organization and offering expenses incurred by a prior manager in consideration for the Manager’s agreement to pay $1.3
million owed to the Fund by the prior manager under an expense reimbursement agreement, which amount the Manager has paid in full.
The Fund expenses organizational and offering costs as they become payable under the investment advisory agreement.



U.S. Federal Income Taxes



The Fund has elected to
be treated for federal income tax purposes as a RIC under Subchapter M of the Code and to operate in a manner so as to qualify
for the tax treatment applicable to RICs. In order to qualify as a RIC, among other things, the Fund is required to annually distribute
to its stockholders at least 90% of investment company taxable income, as defined by the Code. So long as the Fund maintains its
status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that
it distributes at least annually to its stockholders as distributions. Rather, any tax liability related to income earned by the
Fund represents obligations of the Fund’s investors and will not be reflected in the financial statements of the Fund. The
Fund will also be subject to nondeductible federal excise taxes if it does not distribute at least 98% of net ordinary income,
98.2% of capital gain net income, if any, and any recognized and undistributed income from prior years for which it paid no federal
income taxes.



The Fund has evaluated the implications of
Accounting Standards Codification (“ASC”) Topic 740, Accounting for Income Taxes, (“ASC Topic 740”)
for all open tax years and in all major tax jurisdictions, and determined that there is no material impact on the financial statements.



Revenue Recognition



We generate investment
income in the form of interest, dividend and fees earned on senior secured loans, senior secured notes, subordinated debt, senior
unsecured debt, senior unsecured convertible debt and collateralized securities in our portfolio. The level of income we receive
is directly related to the balance of collectible income producing investments multiplied by the coupon rate of our investments.
Coupon interest income is adjusted for the amortization of premiums and accretion of discounts. We record interest income on an
accrual basis to the extent that we expect to collect such amounts. The Fund stops accruing when the invested company defaults
in payment and has passed the 30-day grace period, files for bankruptcy or goes through reorganization converting bonds to equity.
We expect the dollar amount of interest and any dividend income that we earn to increase as the size of our investment portfolio
increases.



11







For loans and debt securities
with contractual payment-in-kind (“PIK”) interest, which represents contractual interest accrued and added to the principal
balance, we generally will not accrue PIK interest for accounting purposes if the portfolio company valuation indicates that such
PIK interest is not collectible. We do not accrue as a receivable interest on loans and debt securities for accounting purposes
if we have reason to doubt our ability to collect such interest. Original issue discounts, market discounts or premiums are accreted
or amortized using the effective interest method as interest income. We record prepayment premiums on loans and debt securities
as interest income when we receive such amounts.



Our
total investment income was $0.8 million and $2.1 million for the three and nine months ended September 30, 2016, as compared to
$0.9 million and $3.2 million for the three and nine months ended September 30, 2015, respectively. The decrease in 2016 as compared
to 2015 was attributable to an increase in debt investments placed on non-accrual status, restructuring of certain debt investments
into equity investments as well as a reallocation of portfolio investments from debt investments to equity investments. At September
30, 2016, the weighted average coupon yield was 9.3%, as compared to 6.5% as of September 30, 2015. This coupon yield is for the
non-defaulted and non-equity positions. Based on current and prior three quarter’s net assets, average net assets as of September
30, 2016 were $30.5 million, as compared to $42.3 million as of September 30, 2015.



For the nine months ended September 30, 2016,
twelve of the investments in the portfolio did not accrue interest as either the investment is an equity security or the issuers
were in default of the coupon payment for more than the thirty-day grace period. Interest income was accrued through the date of
the last coupon payment received for the debt investments. The following
table presents those twelve investments:



|Portfolio Company                     |  | Asset Type                      |  | Investment Coupon Rate |       |   | Maturity Date
|------------------------------------- |  | ------------------------------- |  | ---------------------- | ----- | - | -------------
|Affinion Group, Inc.                  |  | Equity – Common Stock           |  |                        | -     |   |              
|Ansgar Media, LLC - Class B Units     |  | Equity – Preferred Stock        |  |                        | -     |   |              
|Aspire Holdings (1)                   |  | Equity – Common Stock           |  |                        | -     |   |              
|Education Management, LLC             |  | Equity – Common Stock           |  |                        | -     |   |              
|Education Management, LLC             |  | Warrant                         |  |                        | -     |   |              
|GeoCommerce, Inc.                     |  | Warrant                         |  |                        | -     |   |              
|Logan's Roadhouse, Inc. (2)           |  | Senior Secured Second Lien Debt |  |                        | 10.75 | % |              
|NII Holdings, Inc.                    |  | Equity – Common Stock           |  |                        | -     |   |              
|Nima, LLC                             |  | Warrant                         |  |                        | -     |   |              
|Nuverra Environmental Solutions, Inc. |  | Warrant                         |  |                        | -     |   |              
|Saratoga Resources, Inc.              |  | Senior Secured Second Lien Debt |  |                        | 12.50 | % |              
|UCI International, Inc.               |  | Senior Unsecured Debt           |  |                        | 8.63  | % |              








|(1) | Converted from exchange of 12.00% Endeavour International Corp First Lien Bonds.                                       
|--- | -----------------------------------------------------------------------------------------------------------------------
|(2) | On August 8, 2016, filed for bankruptcy in Delaware. The company is in the initial stages of its restructuring process.



On August 8, 2016, Logan’s
Roadhouse, Inc. filed for bankruptcy in Delaware.  The portfolio company entered a restructuring support agreement with revolving
facility lenders and holders of over 83.9% of approximately $378.0 million in notes that will reduce debt by over $300.0 million.



12







The following table presents four investments
that were completely written off during the nine months ended September 30, 2016:



|Portfolio Company                     |  | Asset Type                      |  | Investment Coupon Rate |       |   | Maturity Date
|------------------------------------- |  | ------------------------------- |  | ---------------------- | ----- | - | -------------
|Aspect Software, Inc.                 |  | Senior Secured Second Lien Debt |  |                        | 10.63 | % |              
|Suntech Power Holdings Company, Ltd.  |  | Senior Unsecured Debt           |  |                        | 3.00  | % |              
|QuickSilver Resources, Inc.           |  | Senior Subordinated Debt        |  |                        | 7.13  | % |              
|Relativity Media, LLC - Class E Units |  | Equity – Preferred Stock        |  |                        | -     |   |              



Note 3. Valuation of Portfolio Investments



The Fund has adopted FASB
ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”), which defines fair value, establishes
a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value measurements.



ASC Topic 820 clarifies
that the exchange price is the price in an orderly transaction between market participants to sell an asset or transfer a liability
in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous
market for the asset or liability. The transaction to sell the asset or transfer the liability is a hypothetical transaction at
the measurement date, considered from the perspective of market participants. ASC Topic 820 provides a consistent definition of
fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over
entity-specific inputs. In addition, ASC Topic 820 provides a framework for measuring fair value and establishes a three-level
hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the
measurement date. The three levels of valuation hierarchy established by ASC Topic 820 are defined as follows:



Level 1: Quoted prices in active
markets for identical assets or liabilities, accessible by the Fund at the measurement date.



Level 2: Quoted prices for similar
assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not
active, or other observable inputs other than quoted prices.



Level 3: Unobservable inputs for
the asset or liability.



The investment portfolio
is recorded on a trade date basis. The Fund determines the net asset value of its investment portfolio each quarter. Securities
that are publicly-traded are valued at the reported closing price on the valuation date. Twenty-one of the forty investments were
valued using the closing market price at period end September 30, 2016.



The following table presents
investments that were not valued using the closing market price, as of September 30, 2016:



|Portfolio Company                     |  | Asset Type                        |  | Investment  Coupon Rate |       |   | Maturity Date
|------------------------------------- |  | --------------------------------- |  | ----------------------- | ----- | - | -------------
|Affinion Group, Inc.                  |  | Equity – Common Stock             |  |                         | -     |   |              
|Ansgar Media, LLC - Class B Units     |  | Equity – Preferred Stock          |  |                         | -     |   |              
|Ansgar Media, LLC                     |  | Senior Secured First Lien Debt    |  |                         | 12.00 | % |              
|Ansgar Media, LLC                     |  | Senior Secured First Lien Debt    |  |                         | 12.00 | % |              
|Aspire Holdings (1)                   |  | Equity – Common Stock             |  |                         | -     |   |              
|Aspect Software, Inc. (2)             |  | Senior Unsecured Convertible Debt |  |                         | 3.00  | % |              
|Claire’s Stores, Inc.                 |  | Senior Secured Second Lien Debt   |  |                         | 8.88  | % |              
|Claire’s Stores, Inc.                 |  | Senior Subordinated Debt          |  |                         | 10.50 | % |              
|Colt Defense, LLC                     |  | Senior Unsecured Debt             |  |                         | 8.00  | % |              
|Education Management, LLC             |  | Equity – Common Stock             |  |                         | -     |   |              
|Education Management, LLC             |  | Warrant                           |  |                         | -     |   |              
|GeoCommerce, Inc.                     |  | Senior Secured First Lien Debt    |  |                         | 12.00 | % |              
|GeoCommerce, Inc.                     |  | Senior Secured First Lien Debt    |  |                         | 12.00 | % |              
|GeoCommerce, Inc.                     |  | Warrant                           |  |                         | -     |   |              
|Logan’s Roadhouse, Inc. DIP Financing |  | Senior Secured Second Lien Debt   |  |                         | 9.50  | % |              
|Nima, LLC                             |  | Senior Secured First Lien Debt    |  |                         | 12.00 | % |              
|Nima, LLC                             |  | Senior Secured First Lien Debt    |  |                         | 12.00 | % |              
|Nima, LLC                             |  | Warrant                           |  |                         | -     |   |              
|Nuverra Environmental Solutions, Inc. |  | Warrant                           |  |                         | -     |   |              






|(1) | Converted from exchange of 12.00% Endeavour International Corp, senior secured first lien debt.                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The original 10.63% senior secured second lien notes due on May 15, 2017 defaulted. As part of Aspect’s bankruptcy and planned reorganization process, the Fund participated in a rights offering to purchase a new 3.0% PIK senior unsecured convertible note maturing on May 23, 2023 in an effort to facilitate recovery of its previous investment in the senior secured lien notes in Aspect.



13









Securities that are not
publicly-traded are valued at fair value as determined in good faith by the Board of Directors, or a committee thereof. In connection
with that determination, the Manager will prepare portfolio company valuations using relevant inputs, including, but not limited
to, indicative dealer quotes, values of like securities, the most recent portfolio company financial statements and forecasts,
and valuations prepared by third-party valuation services. With respect to investments for which market quotations are not readily
available, the Fund undertakes a multi-step valuation process each quarter, as described below:



| | · | the quarterly valuation process begins with
        each portfolio company or investment being initially valued by members of the investment committee, with such valuation taking
        into account information received from an independent valuation firm, if applicable;                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | preliminary valuation conclusions are then
        documented and discussed with the members of the Board of Directors, or committee thereof; and                                                                                                                                                                                  
| | · | the Board of Directors, or committee thereof, discusses valuations and determines the fair value of each investment in the portfolio in good faith based on various statistical and other factors, including the input and recommendation of members of the investment committee and any third-party valuation firm, if applicable.



Investments are valued
utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other
relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business).
The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present
value amount (discounted) calculated based on an appropriate discount rate. The measurement is based on the net present value indicated
by current market expectations about those future amounts.



In following these approaches,
the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current
market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples,
security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio
company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does
business, comparisons of financial ratios of peer companies that are public, mergers and acquisition comparables, the principal
market and enterprise values, among other factors.



In all cases, the level
in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest
level of input that is significant to the fair value measurement.



14







The following table presents
fair value measurements of investments, by major class, as of September 30, 2016 per the fair value hierarchy (dollars
in thousands):



|                                  |  | Level 1 |       |  | Level 2 |   |        | Level 3 |  |   | Total  | 
|--------------------------------- |  | ------- | ----- |  | ------- | - | ------ | ------- |  | - | ------ | 
|Investments – Money Market        |  | $       | 1,928 |  |         | $ | —      |         |  | $ | —      | 
|U.S. Government Securities        |  |         | —     |  |         |   | 2,688  |         |  |   | —      | 
|Senior Secured First Lien Debt    |  |         | —     |  |         |   | 4,402  |         |  |   | 9,500  | 
|Senior Secured Second Lien Debt   |  |         | —     |  |         |   | 361    |         |  |   | 313    | 
|Senior Unsecured Debt             |  |         | —     |  |         |   | 5,800  |         |  |   | 137    | 
|Senior Subordinated Debt          |  |         | —     |  |         |   | 1,082  |         |  |   | 390    | 
|Senior Unsecured Convertible Debt |  |         | —     |  |         |   | —      |         |  |   | 331    | 
|Equity Securities                 |  |         | —     |  |         |   | 55     |         |  |   | 8,610  | 
|Total                             |  | $       | 1,928 |  |         | $ | 14,388 |         |  | $ | 19,281 | 



The following table presents fair value measurements
of investments, by major class, as of December 31, 2015  per the fair value hierarchy (dollars in thousands):



|                                |  | Level 1 |       |  | Level 2 |   |        | Level 3 |  |   | Total | 
|------------------------------- |  | ------- | ----- |  | ------- | - | ------ | ------- |  | - | ----- | 
|Investments – Money Market      |  | $       | 6,210 |  |         | $ | —      |         |  | $ | —     | 
|U.S. Government Securities      |  |         | —     |  |         |   | 4,946  |         |  |   | —     | 
|Senior Secured First Lien Debt  |  |         | —     |  |         |   | 6,483  |         |  |   | 2,525 | 
|Senior Secured Second Lien Debt |  |         | —     |  |         |   | 1,781  |         |  |   | 8     | 
|Senior Unsecured Debt           |  |         | —     |  |         |   | 6,141  |         |  |   | 132   | 
|Senior Subordinated Debt        |  |         | —     |  |         |   | 1,496  |         |  |   | —     | 
|Equity Securities               |  |         | —     |  |         |   | 84     |         |  |   | 3,126 | 
|Total                           |  | $       | 6,210 |  |         | $ | 20,931 |         |  | $ | 5,791 | 



There were two transfers
from Level 2 to Level 3 for the nine months ended September 30, 2016. Transfers were Claire’s Stores, Inc. 8.88% senior secured
second lien debt, due March 15, 2019 and Claire’s Stores, Inc. 10.50% senior subordinated debt, due June 1, 2017, both of
which will be converted to senior secured term loans once the company’s restructuring completes.



During the nine months ended September 30, 2016,
the following were the transfers in or out of levels (dollars in thousands):



|                                |  | Level 1 |   |  | Level 2 |   |      | Level 3 |  |   | Total | 
|------------------------------- |  | ------- | - |  | ------- | - | ---- | ------- |  | - | ----- | 
|Senior Secured Second Lien Debt |  | $       | — |  |         | $ | (261 | )       |  | $ | 261   | 
|Senior Subordinated Debt        |  |         | — |  |         |   | (390 | )       |  |   | 390   | 
|Total                           |  | $       | — |  |         | $ | (651 | )       |  | $ | 651   | 



There
were two transfers between levels for the year ended December 31, 2015. One transfer was Affinion Group, Inc.’s, 13.5% notes
due August 15, 2018, which were restructured by the company to a non-interest bearing private equity holding and hence transferred
to Level 3. The other transfer was Colt Defense, LLC’s 8.75% senior unsecured notes, due November 15, 2017, which were exchanged
for 8.00% senior unsecured notes due July 12, 2021 at $105.08 for every $1,000 of old notes. Although the restructuring process
completed after December 31, 2015, the plan for reorganization was already proposed prior to year-end.



15







During the year ended December
31, 2015, the following were the transfers in or out of levels (dollars in thousands):





|                         |  | Level 1 |   |  | Level 2 |   |      | Level 3 |  |   | Total | 
|------------------------ |  | ------- | - |  | ------- | - | ---- | ------- |  | - | ----- | 
|Senior Unsecured Debt    |  | $       | — |  |         | $ | (132 | )       |  | $ | 132   | 
|Senior Subordinated Debt |  |         | — |  |         |   | (816 | )       |  |   | —     | 
|Equity Securities        |  |         | — |  |         |   | —    |         |  |   | 816   | 
|Total                    |  | $       | — |  |         | $ | (948 | )       |  | $ | 948   | 



The following table
presents additional information about Level 3 assets measured at fair value. Both observable and unobservable inputs may be used
to determine the fair value of positions that the Fund has classified within the Level 3 category. As a result, the net unrealized
gains and losses for assets within the Level 3 category may include changes in fair value that were attributable to both observable
and unobservable inputs.



Changes in Level 3 assets
measured at fair value for the nine months ended September 30, 2016 are as follows (dollars in thousands):



|                                  |  | Fair Valueat
                                                                                                                                                                                                                              December 
31, 2015 |       |  | Transfers
    in / (out) |   |     | Reclassification |  |   | Purchases(Sales andSettlement)(1) |   |  | Amortization
    and Accretion of Fixed Income Premiums and Discounts |       |  | Realized
    and Unrealized Gains (Losses) |   |   | Fair Valueat September 30,
                                         2016 |  |   | Change in
    Unrealized Gains and (Losses) for Investments held as of September  30, 2016 | 
|--------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- |  | ------------------------ | - | --- | ---------------- |  | - | --------------------------------- | - |  | --------------------------------------------------------------------- | ----- |  | ------------------------------------------ | - | - | ------------------------------------------------------------------------ |  | - | ------------------------------------------------------------------------------------------ | 
|Senior Secured First Lien Debt    |  | $                                                                                                                                                                                                                                                             | 2,525 |  |                          | $ | -   |                  |  | $ | (525                              | ) |  | $                                                                     | 7,500 |  |                                            | $ | - |                                                                          |  | $ | -                                                                                          | 
|Senior Secured Second Lien Debt   |  |                                                                                                                                                                                                                                                               | 8     |  |                          |   | 261 |                  |  |   | -                                 |   |  |                                                                       | 44    |  |                                            |   | - |                                                                          |  |   | -                                                                                          | 
|Senior Unsecured Debt             |  |                                                                                                                                                                                                                                                               | 132   |  |                          |   | -   |                  |  |   | -                                 |   |  |                                                                       | -     |  |                                            |   | 3 |                                                                          |  |   | 2                                                                                          | 
|Senior Unsecured Convertible Debt |  |                                                                                                                                                                                                                                                               | -     |  |                          |   | -   |                  |  |   | -                                 |   |  |                                                                       | 244   |  |                                            |   | - |                                                                          |  |   | 87                                                                                         | 
|Senior Subordinated Debt          |  |                                                                                                                                                                                                                                                               | -     |  |                          |   | 390 |                  |  |   |                                   |   |  |                                                                       |       |  |                                            |   |   |                                                                          |  |   | -                                                                                          | 
|Equity Securities                 |  |                                                                                                                                                                                                                                                               | 3,126 |  |                          |   | -   |                  |  |   | 525                               |   |  |                                                                       | -     |  |                                            |   | - |                                                                          |  |   | 4,959                                                                                      | 
|Total                             |  | $                                                                                                                                                                                                                                                             | 5,791 |  |                          | $ | 651 |                  |  | $ | -                                 |   |  | $                                                                     | 7,788 |  |                                            | $ | 3 |                                                                          |  | $ | 5,048                                                                                      | 



(1)  Includes purchases of new investments,
effects of refinancing and restructurings, premium and discount accretion and amortization, PIK interest, net proceeds from investments
sold and principal payments received.



Realized and unrealized
gains and losses are included in net realized gain (loss) from investments and net unrealized appreciation (depreciation) on investments
in the statements of operations. The change in unrealized appreciation for Level 3 investments still held as of September 30, 2016
of $5.1 million is included in net unrealized appreciation (depreciation) on investments in the statements of operations for the
nine months ended September 30, 2016.



Changes in Level 3 assets
measured at fair value for the year ended December 31, 2015 are as follows (dollars in thousands):



|                                |  | Fair ValueatDecember 31,
                                         2014 |       |  | Transfers
    in / (out) |   |     | Purchases(Sales 
andSettlement)(1) |  |   | Amortization
    and  Accretion of Fixed Income Premiums 
and Discounts |  |  | Realized
    and Unrealized Gains (Losses) |     |   | Fair ValueatDecember 31,
                                         2015 |   |        | Change
                                         inUnrealizedGains and(Losses) forInvestmentsheld as ofDecember 31,
                                         2015 | 
|------------------------------- |  | ---------------------------------------------------------------------- | ----- |  | ------------------------ | - | --- | ---------------------------------- |  | - | ----------------------------------------------------------------------- |  |  | ------------------------------------------ | --- | - | ---------------------------------------------------------------------- | - | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Senior Secured First Lien Debt  |  | $                                                                      | 578   |  |                          | $ | —   |                                    |  | $ | 2,000                                                                   |  |  | $                                          | —   |   |                                                                        | $ | (53    | )                                                                                                                                                                | 
|Senior Secured Second Lien Debt |  |                                                                        | 239   |  |                          |   | —   |                                    |  |   | —                                                                       |  |  |                                            | —   |   |                                                                        |   | (231   | )                                                                                                                                                                | 
|Senior Unsecured Debt           |  |                                                                        | —     |  |                          |   | 132 |                                    |  |   | —                                                                       |  |  |                                            | (43 | ) |                                                                        |   | 43     |                                                                                                                                                                  | 
|Equity Securities               |  |                                                                        | 874   |  |                          |   | 816 |                                    |  |   | 10,400                                                                  |  |  |                                            | (18 | ) |                                                                        |   | (8,946 | )                                                                                                                                                                | 
|Total                           |  | $                                                                      | 1,691 |  |                          | $ | 948 |                                    |  | $ | 12,400                                                                  |  |  | $                                          | (61 | ) |                                                                        | $ | (9,187 | )                                                                                                                                                                | 



(1)  Includes
purchases of new investments, effects of refinancing and restructurings, premium and discount accretion and amortization, PIK
interest, net proceeds from investments sold and principal payments received.



16







Realized and unrealized
gains and losses are included in net realized gain (loss) from investments and net unrealized appreciation (depreciation) on investments
in the statements of operations. The change in unrealized depreciation for Level 3 investments still held as of December 31, 2015
of $9.2 million is included in net unrealized appreciation (depreciation) on investments in the statements of operations for the
year ended December 31, 2015.



The following table provides
quantitative information regarding Level 3 fair value measurements as of September 30, 2016 (dollars in thousands):



|                                  |  |            |        |  |                         |             |                        |                                           |      |   |        | Range   | 
|--------------------------------- |  | ---------- | ------ |  | ----------------------- | ----------- | ---------------------- | ----------------------------------------- | ---- | - | ------ | ------- | 
|                                  |  | Fair Value |        |  | Valuation
    Technique |             | Unobservable
    Input |                                           | Mean |   |        | Minimum | 
|Senior Secured First Lien Debt    |  | $          | 9,500  |  |                         | Liquidation |                        | Transaction Value                         |      | $ | 9,500  |         | 
|Senior Secured Second Lien Debt   |  |            | 313    |  |                         | Liquidation |                        | Transaction Value                         |      |   | 313    |         | 
|Senior Unsecured Debt             |  |            | 137    |  |                         | Liquidation |                        | Transaction Value                         |      |   | 137    |         | 
|Senior Subordinated Debt          |  |            | 390    |  |                         | Liquidation |                        | Transaction Value                         |      |   | 390    |         | 
|Senior Unsecured Convertible Debt |  |            | 331    |  |                         | Liquidation |                        | Transaction Value                         |      |   | 331    |         | 
|Equity Securities                 |  |            | 8,610  |  |                         | Liquidation |                        | Transaction Value / Discounted Cash Flows |      |   | 11,950 |         | 
|Total                             |  | $          | 19,281 |  |                         |             |                        |                                           |      |   |        |         | 



The following table provides quantitative information
regarding Level 3 fair value measurements as of December 31, 2015 (dollars in thousands):



|                                |  |                    |       |  |                    |             |                   |                                           |      |   |       | Range   | 
|------------------------------- |  | ------------------ | ----- |  | ------------------ | ----------- | ----------------- | ----------------------------------------- | ---- | - | ----- | ------- | 
|                                |  | Fair
        Value |       |  | ValuationTechnique |             | UnobservableInput |                                           | Mean |   |       | Minimum | 
|Senior Secured First Lien Debt  |  | $                  | 2,525 |  |                    | Liquidation |                   | Transaction Value                         |      | $ | 2,525 |         | 
|Senior Secured Second Lien Debt |  |                    | 8     |  |                    | Liquidation |                   | Transaction Value                         |      |   | 8     |         | 
|Senior Unsecured Debt           |  |                    | 132   |  |                    | Liquidation |                   | Transaction Value                         |      |   | 132   |         | 
|Equity Securities               |  |                    | 3,126 |  |                    | Liquidation |                   | Transaction Value / Discounted Cash Flows |      |   | 9,155 |         | 
|Total                           |  | $                  | 5,791 |  |                    |             |                   |                                           |      |   |       |         | 



The primary
significant unobservable inputs used in the fair value measurement of the Fund’s equity securities are the fair value
estimates of the issuer’s equity securities received in exchange of the bonds held earlier (Affinion Group, Inc.,
Aspire Holdings, LLC and Education Management, LLC) and management’s estimates of fair value of equity investments
(Ansgar Media, LLC, GeoCommerce, Inc., Nima, LLC and Nuverra Environmental Solutions, Inc.) Significant increases or
decreases in the fair value of the issuer’s equity securities would result in a significantly lower or higher fair
value measurement. The six senior secured first lien notes (two Ansgar Media, LLC, two GeoCommerce, Inc. and two  Nima, LLC)
are being held at par since we expect full payment for senior secured first lien type bonds, as compared to senior secured
second lien or unsecured bonds. The primary significant unobservable inputs used in the fair value measurement of the
Fund’s senior secured second lien debt and senior unsecured debt were the fair value of the exchanged bonds offered by
the issuer (Colt Defense, LLC and Aspect Software, Inc.).



17







The composition of the
Fund’s investments as of September 30, 2016, at amortized cost and fair value were as follows (dollars in thousands):



|                                  |  | Investments at Amortized Cost |        |  | Investments at Fair Value |   |        | Fair Value Percentage of  Total Portfolio | 
|--------------------------------- |  | ----------------------------- | ------ |  | ------------------------- | - | ------ | ----------------------------------------- | 
|Investments – Money Market        |  | $                             | 1,928  |  |                           | $ | 1,928  |                                           | 
|U.S. Government Securities        |  |                               | 2,685  |  |                           |   | 2,688  |                                           | 
|Senior Secured First Lien Debt    |  |                               | 14,292 |  |                           |   | 13,902 |                                           | 
|Senior Secured Second Lien Debt   |  |                               | 3,863  |  |                           |   | 674    |                                           | 
|Senior Unsecured Debt             |  |                               | 9,224  |  |                           |   | 5,937  |                                           | 
|Senior Subordinated Debt          |  |                               | 2,028  |  |                           |   | 1,472  |                                           | 
|Senior Unsecured Convertible Debt |  |                               | 244    |  |                           |   | 331    |                                           | 
|Equity Securities                 |  |                               | 2,888  |  |                           |   | 8,665  |                                           | 
|Total                             |  | $                             | 37,152 |  |                           | $ | 35,597 |                                           | 



The composition of the
Fund’s investments as of December 31, 2015, at amortized cost and fair value were as follows (dollars in thousands):



|                                |  | Investments at Amortized Cost |        |  | Investments at Fair Value |   |        | Fair Value Percentage of  Total Portfolio | 
|------------------------------- |  | ----------------------------- | ------ |  | ------------------------- | - | ------ | ----------------------------------------- | 
|Investments – Money Market      |  | $                             | 6,210  |  |                           | $ | 6,210  |                                           | 
|U.S. Government Securities      |  |                               | 4,947  |  |                           |   | 4,946  |                                           | 
|Senior Secured First Lien Debt  |  |                               | 10,826 |  |                           |   | 9,008  |                                           | 
|Senior Secured Second Lien Debt |  |                               | 4,491  |  |                           |   | 1,789  |                                           | 
|Senior Unsecured Debt           |  |                               | 12,330 |  |                           |   | 6,273  |                                           | 
|Senior Subordinated Debt        |  |                               | 2,878  |  |                           |   | 1,496  |                                           | 
|Equity Securities               |  |                               | 12,738 |  |                           |   | 3,210  |                                           | 
|Total                           |  | $                             | 54,420 |  |                           | $ | 32,932 |                                           | 



Note 4.  Related Party Transactions



We have entered agreements
with the Manager, whereby we pay it certain fees and reimbursements. These include payments to our Manager for reimbursement of
organization and offering costs, as well as payments for certain services that include, but are not limited to, the identification,
execution, and management of our investments and the management of our day-to-day operations provided to us by our Manager.



As a BDC, we are subject
to certain regulatory restrictions in making our investments. For example, we generally are not permitted to co-invest with certain
entities affiliated with our Manager in transactions originated by our Manager or its affiliates unless we obtain an exemptive
relief order from the SEC or co-invest alongside our Manager or its affiliates in accordance with existing regulatory guidance
and our allocation policy. Under existing regulatory guidance, we are permitted to, and may co-invest in syndicated deals and secondary
loan market transactions where price is the only negotiated point.



We may seek exemptive relief
from the SEC to engage in co-investment transactions with our Manager and/or its affiliates. However, there can be no assurance
that we will obtain such exemptive relief, if requested. Even if we receive exemptive relief, neither our Manager nor its affiliates
are obligated to offer us the right to participate in any transactions originated by them. Prior to obtaining exemptive relief,
we may co-invest alongside our Manager or its affiliates only in accordance with existing regulatory guidance and our allocation
policy.



Due from related party
consists of $90,000 of true up for management fees from writing down certain portfolio investments at the end of a quarter in prior
quarters, allocating $67,000 in Blue Sky state filing fee to our Manager, instead of the Fund for offering costs, $13,000 in allocation
of the Directors and Officers insurance policy costs to our Manager, and $90,000 in expenses related to legal and other operational
costs allocated to Manager instead of the Fund.



Investment Advisory Agreement



The Fund has entered an investment advisory agreement with the Manager to manage the Fund’s investment activities. Pursuant to the investment
advisory agreement, the Manager implements the Fund’s business strategy on a day-to-day basis and performs certain services
for us, subject to oversight by our Board of Directors, or a committee thereof. The Manager is responsible for, among other duties,
determining investment criteria, sourcing, analyzing and executing investment transactions, asset sales, financings and performing
asset management duties. The initial investment advisory agreement was signed on August 20, 2013 and was effective for two years.
The agreement must be re-approved annually thereafter by a majority of the non-interested members of the Board of Directors. On
August 22, 2016, the non-interested members of the Board of Directors re-approved the agreement between the Manager and the Fund
under the agreement’s existing terms.



18







Under the investment advisory
agreement, the Manager is entitled to a base management and incentive fee as outlined in the investment advisory agreement with
the Fund. The base management fee is 2% of net assets below $100.0 million; 1.75% of net assets between $100.0 million and $250.0
million; and 1.5% of net assets over $250.0 million. For the three and nine months ended September 30, 2016, the Fund incurred
$0.2 million and $0.5 million of base management fees, respectively. For the three and nine months ended September 30, 2015, the
Fund incurred $0.2 million and $0.6 million of base management fees, respectively.



The incentive fee has two
parts. The first part, the subordinated incentive fee on income, is calculated and payable quarterly in arrears based upon the
Fund’s “pre-incentive fee net investment income” for the immediately preceding quarter. The subordinated incentive
fee on income is 20% of pre-incentive net investment income subject to a quarterly return to investors, expressed as a rate of
return on adjusted capital at the beginning of the most recently completed calendar quarter, of 2.0% (8.0% annualized). The second
part of the incentive fee, the incentive fee on capital gains, is an incentive fee on capital gains earned on liquidated investments
from the portfolio and is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment
advisory agreement). This fee equals 20% of the Fund’s incentive fee capital gains, which will equal the Fund’s realized
capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized
capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital
gains and incentive fees. For the three and nine months ended September 30, 2016 and 2015, the Fund did not incur any incentive
fees related to net investment income or capital gains.



Under U.S. GAAP, the
Fund calculates capital gains incentive fees as if the Fund had realized all assets at their fair values and liabilities at their
settlement amounts as of the reporting date. U.S. GAAP requires that the capital gains incentive fee accrual assume the cumulative
aggregate unrealized capital appreciation is realized, even though such unrealized capital appreciation is not payable under the
investment advisory agreement. Accordingly, the Fund accrues a provisional capital gains incentive fee taking into account any
unrealized gains or losses. There can be no assurance that such unrealized capital appreciation will be realized in the future
and that the provisional capital gains incentive fee will become payable.



Under the investment advisory
agreement, the Manager bears all offering and organizational expenses. Pursuant to the terms of the investment advisory agreement,
the Fund has agreed to reimburse the Manager for any such organizational and offering expenses incurred by the Manager not to exceed
1.5% of the gross subscriptions raised by the Fund over the course of the offering period. From each sale of common stock, the
Fund pays the Manager the lesser of 1.5% of the gross offering proceeds or the amount of unreimbursed offering and organizational
expenses incurred by the Manager. The Fund expenses organizational and offering costs as they become payable to the Manager under
the investment advisory agreement.



Administration Agreement



Our Manager serves as our
administrator. Pursuant to an administration agreement, our Manager furnishes us with office facilities, equipment, clerical, bookkeeping
and record keeping services at such facilities. Under the administration agreement, our Manager also performs, or oversees the
performance of our required administrative services, which include, among other things, transfer agency and other service providers
supervision and oversight, preparation and supervision of the financial records for which we are required to maintain for SEC reporting,
stockholder reporting and other Fund needs, implementation and supervision of a robust compliance program and oversight and administration
of the quarterly share repurchase program. In addition, our Manager assists us in activities which include, among other things,
performance and supervision of investor relations, the Fund’s Board of Directors communication and reporting, determining
and publishing our net asset value, overseeing the preparation and filing of our tax returns, the communication, printing and dissemination
of reports to our stockholders, and generally oversees the payment of our expenses and other events such as distributions, and
the performance of administrative and professional services rendered to us by others. Under the administration agreement, we are
obligated to reimburse our Manager for our allocable portion of our Manager’s overhead in performing its obligations under
the administration agreement, including rent, the fees and expenses associated with overseeing and performing the compliance functions
and our allocable portion of the compensation of our chief financial officer, chief compliance officer and any administrative support
staff; however, to date, cost of the chief financial officer, fund administration accounting and the chief compliance officer are
charged directly to the Fund. Under the administration agreement, our Manager will also provide on our behalf managerial assistance
to those portfolio companies that request such assistance. The administration agreement also provides the reimbursement to the
Fund by the Manager for the Manager’s share of the Directors and Officers insurance, which is paid by the Fund in full. The
administration agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.



19







The administration agreement
provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless
disregard of its duties and obligations, our Manager and its officers, managers, partners, agents, employees, controlling persons,
members and any other person or entity affiliated with it are entitled to indemnification from us for any damages, liabilities,
costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering
of our Manager’s services under the administration agreement or otherwise as administrator for us.



Note 5. Common Stock



Initially, the Manager
purchased 111 and 22,222 shares of common stock on August 31, 2011 and December 31, 2011, respectively. These shares were purchased
at a price of $9.00 per share, which represents the initial public offering (“IPO”) price of $10.00 per share, net
of selling commissions and dealer manager fees. The Manager sold these shares on June 27, 2014.



On July 10, 2012, the Fund
had raised sufficient proceeds to break escrow on its IPO and through September 30, 2016, the Fund has sold 6.6 million shares
of common stock for gross proceeds of $65.2 million including the purchases made by the Manager.



During the nine months
ended September 30, 2016, the Fund did not sell any shares of common stock as its prospectus was not effective. Also, for the nine
months ended September 30, 2016, there were no treasury shares repurchased.



Note 6. Borrowings



Wells Fargo Credit Facility



On August 4,
2015, the Fund entered an agreement with Wells Fargo Advisors, LLC for a revolving line of credit. The amount the Fund can
borrow is based upon the value of cash deposited in an account at Wells Fargo Advisors, LLC and the treasury notes that Wells
Fargo purchases, which serve as collateral for the loan. On August 27, 2015, the Fund initially drew down $2.0 million. As
of December 31, 2015, the outstanding balance was $4.5 million. As of September 30, 2016, the outstanding balance under this
credit line was $2.5 million. The interest rate on the outstanding balance is a negotiated rate based on the Fund's assets
under management with Wells Fargo Advisors, LLC and is currently 3.00%. The term of the line of credit is indefinite and may
be terminated by the Fund or Wells Fargo Advisors, LLC at any time.



Morgan Stanley Credit Facility



On September 10, 2015,
the Fund entered into an agreement with Morgan Stanley Private Bank, N.A. The amount the Fund can borrow is based upon the value
of cash deposited in an account at Morgan Stanley Private Bank, N.A., which serves as a collateral for the loan. The maximum amount,
which the Fund may borrow under the line of credit, is $1.8 million. As of September 30, 2016, there was no outstanding balance
under this credit line and the account was closed.



20







Note 7.  Earnings (Loss) Per Share



In accordance with the
provisions of FASB ASC 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing
earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially
dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.



The following information
sets forth the computation of the weighted average basic and diluted net increase/(decrease) in net assets per share from operations
for the three and nine months ended September 30, 2016 and 2015 (dollars in thousands, except share and per share amounts):



|                                                                          |  | For the Three Months Ended September 30, 2016 |           |  | For the Three Months Ended September 30, 2015 |  
|------------------------------------------------------------------------- |  | --------------------------------------------- | --------- |  | --------------------------------------------- | -
|Basic and diluted:                                                        |  |                                               |           |  |                                               |  
|Net increase/(decrease) in net assets resulting from operations           |  | $                                             | 1,935     |  |                                               | $
|Weighted average common shares outstanding                                |  |                                               | 6,276,081 |  |                                               |  
|Net increase/(decrease) in net assets resulting from operations per share |  | $                                             | 0.31      |  |                                               | $



|                                                                          |  | For the Nine Months Ended September 30, 2016 |           |  | For the Nine Months Ended September 30, 2015 |  
|------------------------------------------------------------------------- |  | -------------------------------------------- | --------- |  | -------------------------------------------- | -
|Basic and diluted:                                                        |  |                                              |           |  |                                              |  
|Net increase/(decrease) in net assets resulting from operations           |  | $                                            | 6,641     |  |                                              | $
|Weighted average common shares outstanding                                |  |                                              | 6,236,996 |  |                                              |  
|Net increase/(decrease) in net assets resulting from operations per share |  | $                                            | 1.06      |  |                                              | $



The Fund had no
potentially dilutive securities as of September 30, 2016 and September 30, 2015, resulting in the same number of shares for basic
and diluted.



Note 8. Tender Offer Program



We do not currently
intend to list our shares on any securities exchange and do not expect a public market for them to develop in the foreseeable
future. Therefore, shareholders should not expect to be able to sell their shares promptly or at a desired price. Beginning
with the fourth calendar quarter of 2013, and on a quarterly basis through June 30, 2015, the Board of Directors approved a
tender offer to repurchase shares of our common stock at a price equal to 90% of our offering price on the date of
repurchase. In the third quarter of 2015, the Board of Directors decided to suspend the repurchase program, as the Fund was
not raising any new capital. When a tender offer is approved by the Board of Directors, we intend to limit the number of
shares to be repurchased during any calendar year to 20% of the weighted average number of shares outstanding in the prior
calendar year, or 5.0% in each quarter, though the actual number of shares that we offer to repurchase may be less
considering the limitations noted above. We will offer to repurchase such shares on each date of repurchase at a price
equal to 90% of our offering price. For the nine months ended September 30, 2016, no tender offer was approved by the Board
of Directors.



The following table reflects
certain information regarding the tender offers that we have conducted to date:



|For
                                         the Three Months
                                         Ended |  | Repurchase
    Date  |  | Shares
    Repurchased |         |  | Percent
    of Shares Tendered that were Repurchased |  |     | Repurchase
    Price Per Share |  |   | Aggregate
    Consideration For Repurchased Shares (‘000s)* | 
|------------------------------------------------------------------------------------------------------------ |  | -------------------- |  | ---------------------- | ------- |  | ---------------------------------------------------- |  | --- | ------------------------------ |  | - | ----------------------------------------------------------- | 
|December 13, 2013                                                                                            |  | December 12, 2013    |  |                        | 548     |  |                                                      |  | 100 | %                              |  | $ | 9.135                                                       | 
|March 31, 2014                                                                                               |  | March 14, 2014       |  |                        | 550     |  |                                                      |  | 100 | %                              |  | $ | 9.135                                                       | 
|June 30, 2014                                                                                                |  | June 27, 2014        |  |                        | 34,025  |  |                                                      |  | 100 | %                              |  | $ | 9.135                                                       | 
|September 30, 2014                                                                                           |  | September 30, 2014   |  |                        | 38,482  |  |                                                      |  | 100 | %                              |  | $ | 9.000                                                       | 
|December 31, 2014                                                                                            |  | December 30, 2014    |  |                        | 6,061   |  |                                                      |  | 100 | %                              |  | $ | 8.775                                                       | 
|March 31, 2015                                                                                               |  | March 30, 2015       |  |                        | 5,811   |  |                                                      |  | 100 | %                              |  | $ | 8.775                                                       | 
|June 30, 2015                                                                                                |  | June 29, 2015        |  |                        | 215,936 |  |                                                      |  | 69  | %                              |  | $ | 8.775                                                       | 
|September 30, 2015                                                                                           |  | September 30, 2015** |  |                        | —       |  |                                                      |  | —   |                                |  |   | —                                                           | 
|December 31, 2015                                                                                            |  | December 31, 2015**  |  |                        | —       |  |                                                      |  | —   |                                |  |   | —                                                           | 
|March 31, 2016                                                                                               |  | March 31, 2016**     |  |                        | —       |  |                                                      |  | —   |                                |  |   | —                                                           | 
|June 30, 2016                                                                                                |  | June 30, 2016**      |  |                        | —       |  |                                                      |  | —   |                                |  |   | —                                                           | 
|September 30, 2016                                                                                           |  | September 30, 2016** |  |                        | —       |  |                                                      |  | —   |                                |  |   | —                                                           | 
|                                                                                                             |  |                      |  |                        |         |  |                                                      |  |     |                                |  |   |                                                             | 



* The difference between
an increase in treasury capital and aggregate consideration for repurchased shares is allocated to the capital/owners, equity account
dealer fees.



**The Board of Directors
did not declare a tender offer for the quarters ended September 30, 2015, December 31, 2015, March 31, 2016, June 30, 2016 and
September 30, 2016.



21







Our quarterly repurchases
will be conducted on such terms as may be determined by our Board of Directors, or a committee thereof, in its complete and absolute
discretion unless, in the judgment of the independent directors of our Board of Directors, or a committee thereof, such repurchases
would not be in the best interests of our stockholders or would violate applicable law. We will conduct such repurchase offers
in accordance with the requirements of Rule 13e-4 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and
the 1940 Act. In the months in which we repurchase shares, we will conduct repurchases on the same date that we hold our first
monthly closing for the sale of shares in this offering. Any offer to repurchase shares will be conducted solely through tender
offer materials mailed to each stockholder.



Note 9.  Distributions



Subject to our Board of
Directors’ discretion and applicable legal restrictions, we have historically authorized and declared ordinary cash distributions
on a semi-monthly basis and paid such distributions on a semi-monthly basis. However, at the August 17, 2015 Board of Directors
meeting, the Board determined that monthly distributions, at the same annual rate, would reduce costs and would be in the best
interest of the shareholders. The distribution paid to shareholders on September 30, 2015, with a record date of August 30, 2015,
represented the first monthly distribution. We may fund our cash distributions to shareholders from any sources of funds available
to us, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of
assets, non-capital gains proceeds from the sale of assets, and dividends or other distributions paid to us on account of preferred
and common equity investments in portfolio companies. We have not established limits on the amount of funds we may use from available
sources to make distributions.



When we commenced operations,
we initiated a policy of declaring semi-monthly distributions at an annual distribution rate of 7.35% per annum of our offering
price. We have authorized, declared and paid distributions to our shareholders at that rate on a semi-monthly basis beginning in
July 2012, then changed to a monthly distribution beginning in August 2015. Our distributions historically have not been based
on our investment performance. Prior to September 2013, our distributions were supported by our Manager in the form of operating
expense support payments to us, and a portion of our distributions constituted a return of capital. Since September 2013,
we have not had an expense support agreement with our Manager and as a result a greater portion of our distributions have constituted
a return of capital. A return of capital generally is a return of your investment rather than a return of earnings or gains
derived from our investment activities.



As of September 30, 2016, the Fund has accrued
$0.3 million in stockholder distributions that were unpaid. The amount with a record date in September 2016 and paid in October
2016 have been accrued in the September 30, 2016 financial statements. As of December 31, 2015, the Fund had accrued $0.3 million
in stockholder distributions that were unpaid. All amounts with record dates in December 2015 and paid in January 2016 had been
accrued in the December 31, 2015 financial statements.



The following table reflects
the distributions per share paid or payable in cash or with the DRIP on the Fund’s common stock to date (dollars in thousands
except per share amounts), as well as the source of the distributions:



22







Source of Distribution by Cash vs. DRIP:



|                                       |  |               |          |  | Net        |   |       | Realized    |  |   |           |  |  |       |       |  |         |   |        |      | 
|-------------------------------------- |  | ------------- | -------- |  | ---------- | - | ----- | ----------- |  | - | --------- |  |  | ----- | ----- |  | ------- | - | ------ | ---- | 
|                                       |  |               |          |  | Investment |   |       | Gain From   |  |   | Return of |  |  |       |       |  | Paid in |   |        |      | 
|Period                                 |  | Per
    Share |          |  | Income     |   |       | Investments |  |   | Capital   |  |  | Total |       |  | Cash    |   |        | DRIP | 
|July 12, 2012 - September 30, 2012     |  | $             | 0.183750 |  |            | $ | 32    |             |  | $ | -         |  |  | $     | 18    |  |         | $ | 50     |      | 
|October 1, 2012 - December 31, 2012*   |  |               | 0.260750 |  |            |   | 118   |             |  |   | -         |  |  |       | 82    |  |         |   | 200    |      | 
|January 1, 2013 - March 31, 2013*      |  |               | 0.262586 |  |            |   | 247   |             |  |   | 47        |  |  |       | 75    |  |         |   | 369    |      | 
|April 1, 2013 - June 30, 2013          |  |               | 0.186504 |  |            |   | 235   |             |  |   | 43        |  |  |       | 27    |  |         |   | 305    |      | 
|July 1, 2013 - September 30, 2013      |  |               | 0.186504 |  |            |   | 244   |             |  |   | 47        |  |  |       | 183   |  |         |   | 474    |      | 
|October 1, 2013 - December 31, 2013    |  |               | 0.186504 |  |            |   | 72    |             |  |   | 258       |  |  |       | 219   |  |         |   | 549    |      | 
|January 1, 2014 - March 31, 2014       |  |               | 0.186504 |  |            |   | 168   |             |  |   | 85        |  |  |       | 379   |  |         |   | 632    |      | 
|April 1, 2014 - June 30, 2014          |  |               | 0.186504 |  |            |   | 372   |             |  |   | -         |  |  |       | 382   |  |         |   | 754    |      | 
|July 1, 2014  - September 30, 2014     |  |               | 0.184668 |  |            |   | 135   |             |  |   | 29        |  |  |       | 644   |  |         |   | 808    |      | 
|October 1, 2014 - December 31, 2014    |  |               | 0.181467 |  |            |   | 144   |             |  |   | 52        |  |  |       | 748   |  |         |   | 944    |      | 
|January 1, 2015 - March 31, 2015       |  |               | 0.179154 |  |            |   | 153   |             |  |   | 52        |  |  |       | 824   |  |         |   | 1,029  |      | 
|April 1, 2015 - June 30, 2015          |  |               | 0.179154 |  |            |   | 705   |             |  |   | 163       |  |  |       | 243   |  |         |   | 1,111  |      | 
|July 1, 2015  - September 30, 2015     |  |               | 0.209015 |  |            |   | 240   |             |  |   | 142       |  |  |       | 904   |  |         |   | 1,286  |      | 
|October 1, 2015 - December 31, 2015**  |  |               | 0.170315 |  |            |   | —     |             |  |   | 68        |  |  |       | 996   |  |         |   | 1,064  |      | 
|January 1, 2016 – March 31, 2016 ***   |  |               | 0.169969 |  |            |   | 8     |             |  |   | —         |  |  |       | 1,045 |  |         |   | 1,053  |      | 
|April 1, 2016 - June 30, 2016****      |  |               | 0.107188 |  |            |   | —     |             |  |   | —         |  |  |       | 669   |  |         |   | 669    |      | 
|July 1, 2016 - September 30, 2016***** |  |               | 0.214372 |  |            |   | 131   |             |  |   | —         |  |  |       | 1,216 |  |         |   | 1,347  |      | 
|TOTAL                                  |  | $             | 3.234907 |  |            | $ | 3,004 |             |  | $ | 986       |  |  | $     | 8,654 |  |         | $ | 12,644 |      | 



* Includes a special distribution
of $0.077 per share.



** For the period
from October 31, 2015 to December 31, 2015, the Fund had a net investment loss of approximately $268 thousand. That amount is reflected
on the source of distributions table below in the distributions from paid in capital amount.



*** For the period
from January 1, 2016 to March 31, 2016, the Fund had a realized loss from investments of approximately $700 thousand. That amount
is reflected on the source of distributions table below in the distributions from paid in capital amount.



**** For the period
from April 1, 2016 to June 30, 2016, the Fund had a net investment loss of approximately $90 thousand and a realized loss from
investments of approximately $12.6 million. These amounts are reflected on the source of distributions table below in the distributions
from paid in capital amount.



***** For the period
from July 1, 2016 to September 30, 2016, the Fund had a realized loss from investments of approximately $0.04 million. That amount
is reflected on the source of distributions table below in the distributions from paid in capital amount.



The following table shows
the percentage of our distributions, which have been funded from net investment income, realized capital gains and paid in capital
since the inception of operations:



Percentage of Distributions by Source:



|                                      |  |               |          |  | Net        |  |    | Realized    |  |  | Return  |  
|------------------------------------- |  | ------------- | -------- |  | ---------- |  | -- | ----------- |  |  | ------- | -
|                                      |  |               |          |  | Investment |  |    | Gain From   |  |  | of      |  
|Period                                |  | Per
    Share |          |  | Income     |  |    | Investments |  |  | Capital |  
|July 12, 2012 - September 30, 2012    |  | $             | 0.183750 |  |            |  | 64 | %           |  |  | 0       | %
|October 1, 2012 - December 31, 2012 * |  |               | 0.260750 |  |            |  | 59 | %           |  |  | 0       | %
|January 1, 2013 - March 31, 2013*     |  |               | 0.262586 |  |            |  | 67 | %           |  |  | 13      | %
|April 1, 2013 - June 30, 2013         |  |               | 0.186504 |  |            |  | 77 | %           |  |  | 14      | %
|July 1, 2013 - September 30, 2013     |  |               | 0.186504 |  |            |  | 51 | %           |  |  | 10      | %
|October 1, 2013 - December 31, 2013   |  |               | 0.186504 |  |            |  | 4  | %           |  |  | 47      | %
|January 1, 2014 - March 31, 2014      |  |               | 0.186504 |  |            |  | 27 | %           |  |  | 13      | %
|April 1, 2014 - June 30, 2014         |  |               | 0.186504 |  |            |  | 49 | %           |  |  | 0       | %
|July 1, 2014  - September 30, 2014    |  |               | 0.184668 |  |            |  | 17 | %           |  |  | 3       | %
|October 1, 2014 - December 31, 2014   |  |               | 0.181467 |  |            |  | 15 | %           |  |  | 6       | %
|January 1, 2015 - March 31, 2015      |  |               | 0.179154 |  |            |  | 15 | %           |  |  | 5       | %
|April 1, 2015 - June 30, 2015         |  |               | 0.179154 |  |            |  | 63 | %           |  |  | 15      | %
|July 1, 2015  - September 30, 2015    |  |               | 0.209015 |  |            |  | 19 | %           |  |  | 11      | %
|October 1, 2015 - December 31, 2015   |  |               | 0.170315 |  |            |  | —  | %           |  |  | 6       | %
|January 1, 2016 – March 31, 2016      |  |               | 0.169969 |  |            |  | 1  | %           |  |  | —       | %
|April 1, 2016 - June 30, 2016         |  |               | 0.107188 |  |            |  | —  | %           |  |  | —       | %
|July 1, 2016 - September 30, 2016     |  |               | 0.214372 |  |            |  | 10 | %           |  |  | —       | %



* Includes a special distribution
of $0.077 per share.



23







The following table reflects
the sources of the cash distributions on a tax basis that the Fund has paid on its common stock (dollars in thousands) during the
nine months ended September 30, 2016 and the fiscal years ended December 31, 2015, 2014 and 2013:



|Source of Distributions:                 |  | Nine
    months ended September 30, 2016 |       |  | Year
    ended December 31, 2015 |  |       | Year
    ended   December 31, 2014 |  |   | Year
    ended December 31, 2013 | 
|---------------------------------------- |  | ---------------------------------------- | ----- |  | -------------------------------- |  | ----- | ---------------------------------- |  | - | -------------------------------- | 
|Distributions from net investment income |  | $                                        | 139   |  |                                  |  | 4.5   | %                                  |  | $ | 830                              | 
|Distributions from realized gains        |  |                                          | —     |  |                                  |  | —     |                                    |  |   | 425                              | 
|Distributions from paid in capital       |  |                                          | 2,930 |  |                                  |  | 95.5  |                                    |  |   | 3,235                            | 
|Total                                    |  | $                                        | 3,069 |  |                                  |  | 100.0 | %                                  |  | $ | 4,490                            | 



There were no distributions
paid with borrowings, non-capital gain proceeds from sale of assets, distribution on account of preferred and common equity.



We expect to continue paying
distributions at the same distribution rate, based on the current offering price, and that a substantial part of those distributions
will constitute a return of capital for the foreseeable future. Our distributions will continue to constitute return of capital
until our net investment income is sufficient to support our distribution rate, which will probably not occur until our Manager
enters into an expense support agreement with us, our mix of interest and dividend paying assets increase, or our assets increase
enough to lower our expense ratio, which we do not expect to occur until we have significantly more net assets than we do at present.



We are in a fund raising
stage. As such, we incur offering expenses of 1.5% of the gross offering proceeds. The chart below shows the percentages of distributions
from net investment income excluding offering costs: (dollars in thousands)



|     |  | Offering
    Expenses |     |  | Net Investment
    Income (Loss) excluding offering costs |   |       | % Distribution
    from Net Investment  Income (Loss) excluding  offering costs |  |  | % Distributions
    from Realized  Gains excluding  offering costs |   |  | % Distributions
    from Paid In  Capital  excluding  offering costs |   
|---- |  | --------------------- | --- |  | --------------------------------------------------------- | - | ----- | ------------------------------------------------------------------------------- |  |  | ------------------------------------------------------------------ | - |  | -------------------------------------------------------------------- | --
|2016 |  | $                     | —   |  |                                                           | $ | 139   |                                                                                 |  |  | 4                                                                  | % |  |                                                                      | — 
|2015 |  | $                     | 96  |  |                                                           | $ | 926   |                                                                                 |  |  | 21                                                                 | % |  |                                                                      | 9 
|2014 |  | $                     | 352 |  |                                                           | $ | 1,171 |                                                                                 |  |  | 37                                                                 | % |  |                                                                      | 5 
|2013 |  | $                     | 322 |  |                                                           | $ | 1,120 |                                                                                 |  |  | 66                                                                 | % |  |                                                                      | 23
|2012 |  | $                     | 142 |  |                                                           | $ | 292   |                                                                                 |  |  | 100                                                                | % |  |                                                                      | — 



24







Note 10.  Financial Highlights



The following is a schedule
of financial highlights for the nine months ended September 30, 2016 and 2015:



|                                                                     |  | For the Nine Months Ended September 30, 2016 |           |   | For the Nine Months Ended September 30, 2015 |  
|-------------------------------------------------------------------- |  | -------------------------------------------- | --------- | - | -------------------------------------------- | -
|                                                                     |  |                                              |           |   |                                              |  
|Per share data:                                                      |  |                                              |           |   |                                              |  
|Net asset value, beginning of period                                 |  | $                                            | 4.61      |   |                                              | $
|                                                                     |  |                                              |           |   |                                              |  
|Results of operations (1)                                            |  |                                              |           |   |                                              |  
|Net investment income                                                |  |                                              | 0.01      |   |                                              |  
|Net realized gain (loss) on investments                              |  |                                              | (2.14     | ) |                                              |  
|Net unrealized gain (loss) on investmentse                           |  |                                              | 3.19      |   |                                              |  
|Net increase (decrease) in net assets resulting from
    operations  |  |                                              | 1.06      |   |                                              |  
|                                                                     |  |                                              |           |   |                                              |  
|Stockholder distributions (2)                                        |  |                                              |           |   |                                              |  
|Distributions from net investment income                             |  |                                              | (0.02     | ) |                                              |  
|Distributions from realized gains                                    |  |                                              | -         |   |                                              |  
|Distributions from capital                                           |  |                                              | (0.47     | ) |                                              |  
|                                                                     |  |                                              |           |   |                                              |  
|Net decrease in net assets resulting from stockholder distributions  |  |                                              | (0.49     | ) |                                              |  
|                                                                     |  |                                              |           |   |                                              |  
|Capital share transactions                                           |  |                                              |           |   |                                              |  
|Impact from issuance of common stock (3)                             |  |                                              | -         |   |                                              |  
|Impact from reinvestment of stockholder distributions (4)            |  |                                              | 0.07      |   |                                              |  
|                                                                     |  |                                              |           |   |                                              |  
|Net increase in net assets resulting from capital share transactions |  |                                              | 0.07      |   |                                              |  
|                                                                     |  |                                              |           |   |                                              |  
|Net asset value, end of period                                       |  | $                                            | 5.25      |   |                                              | $
|                                                                     |  |                                              |           |   |                                              |  
|Shares outstanding at end of period                                  |  |                                              | 6,300,709 |   |                                              |  
|Total return (5)                                                     |  |                                              | 20.66     | % |                                              |  
|                                                                     |  |                                              |           |   |                                              |  
|Ratio/Supplemental data:                                             |  |                                              |           |   |                                              |  
|Net assets, end of period (in thousands)                             |  | $                                            | 33,079    |   |                                              | $
|Average net assets (in thousands)                                    |  | $                                            | 30,533    |   |                                              | $
|Ratio of net investment income to average net assets (7)             |  |                                              | 0.22      | % |                                              |  
|Ratio of operating expenses to average net assets (7)                |  |                                              | 8.86      | % |                                              |  
|Portfolio turnover ratio (6)                                         |  |                                              | 76.41     | % |                                              |  






|(1) | The per share amounts were derived by using the weighted average shares outstanding during the period.                                                                                                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The per share data for distributions reflects the actual amount of distributions declared per share during the period.                                                                                                                                                                                             
|(3) | The issuance of common stock on a per share basis reflects the incremental net asset value changes as a result of the issuance of shares of common stock in the Fund’s continuous offering.                                                                                                                        
|(4) | The impact from reinvestment of stockholder distributions on a per share basis reflects the incremental net asset value changes as a result of the reinvestment of stockholder distributions.                                                                                                                      
|(5) | Total return is calculated assuming a purchase of shares at the current net asset value on the first day and a sale at the current net asset value on the last day of the periods reported. Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the DRIP.
|(6) | Portfolio turnover rate is calculated using the lesser of year-to-date sales or purchases over the average of the invested assets at fair value. Not annualized.                                                                                                                                                   
|(7) | Ratios are annualized and calculated based on average net assets using current and prior 3 quarter’s net assets.                                                                                                                                                                                                   



25







Note 11.  Subsequent Events



On September 29, 2016,
the Fund filed a final proxy statement with the SEC to reorganize the Fund as a closed end fund that would operate as an “Interval
Fund”. An Interval Fund is a closed end fund that has adopted a fundamental policy of making periodic repurchase offers of
the fund’s shares pursuant to SEC Rule 23c-3. The reorganization is subject to shareholder approval. The final proxy statement
was submitted to shareholders on October 7, 2016 and requests shareholder approval with the following resolutions relating to the
reorganization:



| | · | Withdrawal of the Fund’s election to be treated as a BDC;                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Reorganization of the Fund from a Maryland corporation to a Delaware Statutory Trust;                                                                                                                                                                                                                                                                                                                                                                                                 
| | · | Approval of a fundamental policy under which the Fund will make annual repurchases offers of between 5% and 25% at the net asset value per share of the Fund;                                                                                                                                                                                                                                                                                                                         
| | · | Approval of fundamental restrictions of the Fund’s investments that are consistent with the Fund’s current investment strategy;                                                                                                                                                                                                                                                                                                                                                       
| | · | Approval of a new investment management agreement with the current Manager, which would result in the following changes to its management agreement: management fees would be calculated on gross assets instead of net assets; elimination of the current incentive fee on capital gains; all organization and offering expenses would be payable directly by the Fund, whereas they are now incurred by the Manager and reimbursed to the extent of 1.5% of gross offering proceeds.



On October 14, 2016, the
Fund made an additional investment in a senior secured first lien loan of $0.8 million to GeoCommerce, Inc. The total investment
in GeoCommerce, Inc. is now $3.3 million.



On October 24, 2016 and
October 27, 2016, the Fund made additional investments in senior secured first lien loans of $0.3 million and $1.5 million, respectively,
in Ansgar Media, LLC. The total investment in Ansgar Media, LLC is now $5.8 million.



On November 2, 2016, the Fund made an additional investment in a senior secured first lien loan of $0.8 million to Nima, LLC.
The total investment in Nima, LLC is now $3.8 million.



26







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



The following discussion
should be read in conjunction with the accompanying financial statements of VII Peaks Co-Optivist Income BDC II, Inc., and the
notes thereto. As used herein, the terms “we,” ”us,” “our” and the “Fund” refer
to VII Peaks Co-Optivist Income BDC II, Inc., a Maryland corporation and, as required by context to VII Peaks Capital, LLC (the
“Manager”), which serves as our investment adviser and administrator. We are externally managed by our Manager.



Forward-Looking Statements



This Form 10-Q includes
forward-looking statements that reflect our expectations and projections about our future results, performance, prospects and opportunities.
We may, in some cases, use words such as “project,” “believe,” “anticipate,” “plan,”
“expect,” “estimate,” “intend,” “should,” “would,” “could,”
“potentially,” or “may” or other words that convey uncertainty of future events or outcomes to identify
these forward-looking statements. Forward-looking statements in this Form 10-Q are subject to a number of risks and uncertainties,
some of which are beyond our control, including, among other things:



| | • | our ability to invest in discounted corporate debt and equity-linked debt securities of our target companies;
| | - | -------------------------------------------------------------------------------------------------------------



| | • | our ability to successfully employ our Co-OptivistTM approach in executing our investment strategy;
| | - | --------------------------------------------------------------------------------------------------



| | • | a limited pool of prospective target businesses;
| | - | ------------------------------------------------



| | • | our ability to pay distributions on our shares of common stock;
| | - | ---------------------------------------------------------------



| | • | an economic downturn which could impair our target companies’ abilities to continue to operate, which could lead to the loss of some or all of our assets; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | changes in general economic or business conditions or economic or demographic trends in the United States.
| | - | ----------------------------------------------------------------------------------------------------------



Our actual results, performance,
prospects or opportunities could differ materially from those expressed in or implied by our forward-looking statements. In light
of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements. These forward-looking
statements are made as of the date of this Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking
statements after the date of this Form 10-Q, whether as a result of new information, future events or otherwise, except as required
by law. The forward-looking statements and projections contained in this Quarterly Report on Form 10-Q are excluded from the safe
harbor protection provided by Section 27A of the Securities Act of 1933.



Overview



We invest in discounted
corporate debt, senior secured term loan and equity-linked debt securities of companies that have a perceived risk of near term
liquidity issues but have solid business fundamentals and prospects, including historical revenue growth, positive cash flow, significant
and sustainable market presence, and sufficient asset coverage. We take a principal position in discounted debt securities with
the primary goal of restructuring the terms of the debt to allow the target company to increase its liquidity and strengthen its
balance sheet. Our typical target company has a debt redemption event (typically either a put or maturity event) on average within
24 months of our investment and has experienced a significant decline in its equity value reflective of a highly leverage capital
structure or general market conditions. We believe that proactively guiding such companies to restructure their debt will allow
them to increase liquidity and free up resources to grow their businesses rather than focusing on managing their debt obligations.
We also believe that our involvement can allow the target company more flexibility to explore strategic alternatives, since the
terms of the existing debt structure often limits strategic options for the target company. In addition, we also provide direct
loans with equity warrant coverage to portfolio companies to help facilitate corporate expansion.



27







Our investment activities
are managed by our Manager. Our Manager is responsible for sourcing potential investments, conducting research on prospective investments,
analyzing investment opportunities, structuring our investments, and monitoring our investments and portfolio companies on an ongoing
basis.



Our Manager has an investment
committee that is responsible for reviewing, discussing and approving each investment opportunity we seek to pursue. Our investment
committee meets routinely to discuss new and existing opportunities and developments on current investments.



Critical Accounting Policies



The financial statements
are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”),
which require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related
to the valuation of portfolio securities. We base our estimates on historical experience and on various other assumptions that
are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation
of our financial statements.



Valuation of Portfolio Investments



We have adopted Financial
Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”), Topic 820, Fair Value
Measurements and Disclosures (“ASC Topic 820”), which defines fair value, establishes a framework for measuring
fair value in accordance with U.S. GAAP and expands disclosures about fair value measurements.



ASC Topic 820 clarifies
that the exchange price is the price in an orderly transaction between market participants to sell an asset or transfer a liability
in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous
market for the asset or liability. The transaction to sell the asset or transfer the liability is a hypothetical transaction at
the measurement date, considered from the perspective of market participants. ASC Topic 820 provides a consistent definition of
fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over
entity-specific inputs. In addition, ASC Topic 820 provides a framework for measuring fair value and establishes a three-level
hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the
measurement date. The three levels of valuation hierarchy established by ASC Topic 820 are defined as follows:



Level 1:  Quoted prices
in active markets for identical assets or liabilities, accessible by the Fund at the measurement date.



Level 2:  Quoted prices
for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets
that are not active, or other observable inputs other than quoted prices. US Bank is the Fund custodian. Through US Bank, the Fund
uses FT Interactive, a third-party valuation firm, to price the notes. The prices are reviewed by the CEO.



Level 3: Unobservable inputs for
the asset or liability.



The investment portfolio
is recorded on a trade date basis. We determine the net asset value of our investment portfolio each quarter. Securities that are
publicly-traded are valued at the reported closing price on the valuation date. Twenty-one of the forty investments were valued
using the closing market price at period end September 30, 2016.



28







The following table presents
investments that were not valued using the closing market price, as of September 30, 2016:



|Portfolio Company                     |  | Asset Type                        |  | Investment  Coupon Rate |       |   | Maturity Date
|------------------------------------- |  | --------------------------------- |  | ----------------------- | ----- | - | -------------
|Affinion Group, Inc.                  |  | Equity – Common Stock             |  |                         | -     |   |              
|Ansgar Media, LLC - Class B Units     |  | Equity – Preferred Stock          |  |                         | -     |   |              
|Ansgar Media, LLC                     |  | Senior Secured First Lien Debt    |  |                         | 12.00 | % |              
|Ansgar Media, LLC                     |  | Senior Secured First Lien Debt    |  |                         | 12.00 | % |              
|Aspire Holdings (1)                   |  | Equity – Common Stock             |  |                         | -     |   |              
|Aspect Software, Inc. (2)             |  | Senior Unsecured Convertible Debt |  |                         | 3.00  | % |              
|Claire’s Stores, Inc.                 |  | Senior Secured Second Lien Debt   |  |                         | 8.88  | % |              
|Claire’s Stores, Inc.                 |  | Senior Subordinated Debt          |  |                         | 10.50 | % |              
|Education Management, LLC             |  | Equity – Common Stock             |  |                         | -     |   |              
|Education Management, LLC             |  | Warrant                           |  |                         | -     |   |              
|Colt Defense, LLC                     |  | Senior Unsecured Debt             |  |                         | 8.00  | % |              
|GeoCommerce, Inc.                     |  | Senior Secured First Lien Debt    |  |                         | 12.00 | % |              
|GeoCommerce, Inc.                     |  | Senior Secured First Lien Debt    |  |                         | 12.00 | % |              
|GeoCommerce, Inc.                     |  | Warrant                           |  |                         | -     |   |              
|Logan’s Roadhouse, Inc. DIP Financing |  | Senior Secured Second Lien Debt   |  |                         | 9.50  | % |              
|Nima, LLC                             |  | Senior Secured First Lien Debt    |  |                         | 12.00 | % |              
|Nima, LLC                             |  | Senior Secured First Lien Debt    |  |                         | 12.00 | % |              
|Nima, LLC                             |  | Warrant                           |  |                         | -     |   |              
|Nuverra Environmental Solutions, Inc. |  | Warrant                           |  |                         | -     |   |              






| | (1) | Converted from exchange of 12.00% Endeavour International Corp, senior secured first lien debt.                                                                                                                                                                                                                                                                                                   
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | The original 10.63% senior secured second lien notes due on May 15, 2017 defaulted. As part of Aspect’s bankruptcy and planned reorganization process, the Fund participated in a rights offering to purchase a new 3.0% PIK senior unsecured convertible note maturing on May 23, 2023 in an effort to facilitate recovery of its previous investment in the senior secured lien notes in Aspect.





Securities that are not
publicly-traded are valued at fair value as determined in good faith by our Board of Directors, or a committee thereof. In connection
with that determination, our Manager prepares portfolio company valuations using relevant inputs, including, but not limited to,
indicative dealer quotes, values of like securities, the most recent portfolio company financial statements and forecasts, and
valuations prepared by third-party valuation services.



With respect to investments
for which market quotations are not readily available, we will undertake a multi-step valuation process each quarter, as described
below:



| | • | our quarterly valuation process begins with each portfolio company or investment being initially valued by members of our investment committee, with such valuation taking into account information received from our independent valuation firm, if applicable;                                                                   
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                    
| | • | preliminary valuation conclusions are then documented and discussed with the members of our Board of Directors, or a committee thereof; and                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                    
| | • | the Board of Directors, or committee thereof, discusses valuations and determines the fair value of each investment in our portfolio in good faith based on various statistical and other factors, including the input and recommendation of members of our investment committee and any third-party valuation firm, if applicable.



29







Investments are valued
utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other
relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business).
The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present
value amount (discounted) calculated based on an appropriate discount rate. The measurement is based on the net present value indicated
by current market expectations about those future amounts. In following these approaches, the types of factors that we may take
into account in fair value pricing our investments include, as relevant: available current market data, including relevant and
applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection
provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make
payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial
ratios of peer companies that are public, M&A comparables, the principal market and enterprise values, among other factors.



In all cases, the level
in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest
level of input that is significant to the fair value measurement.



Revenue Recognition



Securities transactions
are accounted for on the trade date. We generate investment income in the form of interest, dividend and fees earned on senior
secured loans, senior secured notes, subordinated debt, senior unsecured debt, senior unsecured convertible debt and collateralized
securities in our portfolio. The level of income we receive is directly related to the balance of collectible income producing
investments multiplied by the coupon rate of our investments. Coupon interest income is adjusted for the amortization of premiums
and accretion of discounts. We record interest income on an accrual basis to the extent that we expect to collect such amounts.
The Fund stops accruing when the invested company defaults in payment and has passed the 30-day grace period, files for bankruptcy
or goes through reorganization converting bonds to equity. We expect the dollar amount of interest and any dividend income that
we earn to increase as the size of our investment portfolio increases.



Dividend income is recognized
on the ex-dividend date for common equity securities and on an accrual basis for preferred equity securities to the extent that
such amounts are expected to be collected or realized. In determining the amount of dividend income to recognize, if any, from
cash distributions on common equity securities, we will assess many factors including a portfolio company’s cumulative undistributed
income and operating cash flow. Cash distributions from common equity securities received in excess of such undistributed amounts
are recorded first as a reduction of our investment and then as a realized gain on investment. We stop accruing interest or dividends
on our investments when it is determined that the interest or dividend is not collectible. We assess the collectability of the
interest and dividends based on many factors including the portfolio company’s ability to service our loan based on current
and projected cash flows as well as the current valuation of the portfolio company’s current total enterprise value. For
investments with payment-in-kind (“PIK”) interest and cumulative dividends, we base income and dividend accruals on
the valuation of the PIK notes or securities received from the borrower or the redemption value of the security. If the portfolio
company valuation indicates a value of the PIK notes or securities or redemption value that is not sufficient to cover the contractual
interest or dividend, we will not accrue interest or dividend income on the notes or securities and will record an allowance for
any accrued interest or dividend receivable as a reduction of interest or dividend income in the period we determine it is not
collectible.



For loans and debt securities
with contractual PIK interest, which represents contractual interest accrued and added to the principal balance, we generally will
not accrue PIK interest for accounting purposes if the portfolio company valuation indicates that such PIK interest is not collectible.
We do not accrue as a receivable interest on loans and debt securities for accounting purposes if we have reason to doubt our ability
to collect such interest. Original issue discounts, market discounts or premiums are accreted or amortized using the effective
interest method as interest income. Dividend income, if any, is recognized on an accrual basis to the extent that we expect to
collect such amount. We record prepayment premiums on loans and debt securities as interest income when we receive such amounts.
In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees, fees
for providing managerial assistance and possibly consulting fees and performance-based fees. Any such fees generated in connection
with investments will be recognized when earned.



30







Loans and debt securities,
including those that are individually identified as being impaired under ASC Topic 310 — Receivables (“ASC
Topic 310”), are generally placed on non-accrual status immediately if, in the opinion of management, principal or interest
is not likely to be paid in accordance with the terms of the debt agreement, or when principal or interest is past due 90 days
or more. Interest accrued but not collected at the date a loan or security is placed on non-accrual status is reversed against
interest income. Interest income is recognized on non-accrual loans or debt securities only to the extent received in cash. However,
where there is doubt regarding the ultimate collectability of principal, cash receipts, whether designated as principal or interest,
are thereafter applied to reduce the carrying value of the loan or debt security. Loans or securities are restored to accrual status
only when interest and principal payments are brought current and future payments are reasonably assured.



Net Realized Gains or Losses and Net
Change in Unrealized Appreciation or Depreciation



We measure realized gains
or losses by the difference between the net proceeds from the repayment or sale and the weighted-average amortized cost of the
investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront
fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment
values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation when
gains or losses are realized.



Payment-in-Kind Interest



We may have investments
in our portfolio that contain a PIK interest provision. Any PIK interest will be added to the principal balance of such investments
and is recorded as income, if the portfolio company valuation indicates that such PIK interest is collectible. In order to maintain
our status as a regulated investment company, or (“RIC”), substantially all of this income must be paid out to stockholders
in the form of distributions, even if we have not collected any cash.



Organizational and Offering Costs



The Fund is a closed-end
fund with a continuous offering period. Under the investment advisory agreement between the Fund and the Manager, our Manager fronts
the initial cost of the organizational and offering expenses, but the Fund is obligated to reimburse the Manager for such costs
to the extent of 1.5% of the gross offering proceeds in our continuous offering.  The Fund also agreed to reimburse the Manager
for organization and offering expenses incurred by a prior manager in consideration for the Manager’s agreement to pay $1.3
million owed to the Fund by the prior manager under an expense reimbursement agreement, which amount the Manager has paid in full.
The Fund expenses organizational and offering costs as they become payable under the investment advisory agreement.



U.S. Federal Income Taxes



The Fund has elected to
be treated for U.S. Federal income tax purposes as a RIC under subchapter M of the Internal Revenue Code of 1986, as amended, or
(the “Code”), and to operate in a manner so as to qualify for the tax treatment applicable to RICs. In order to qualify
as a RIC, among other things, the Fund is required to annually distribute to its stockholders at least 90% of investment company
taxable income, as defined by the Code. So long as the Fund maintains its status as a RIC, it generally will not pay corporate-level
U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as
distributions. Rather, any tax liability related to income earned by the Fund represents obligations of the Fund’s investors
and will not be reflected in the financial statements of the Fund. The Fund will also be subject to nondeductible federal excise
taxes if it does not distribute at least 98% of net ordinary income, 98.2% of capital gain net income, if any, and any recognized
and undistributed income from prior years for which it paid no federal income taxes.



31







The Fund has evaluated
the implications of ASC Topic 740,Accounting for Income Taxes (“ASC Topic 740”), for all open tax years and
in all major tax jurisdictions, and determined that there is no material impact on the financial statements.



Portfolio and Investment Activity



During the three months
ended September 30, 2016, we made $2.3 million of investments in new and existing portfolio companies and had $6.2 million in aggregate
amount of exits, maturities and repayments, resulting in net repayments of $3.9 million for the period. During the three months
ended September 30, 2015, we made $2.0 million of investments in new and existing portfolio companies and had $3.4 million in aggregate
amount of exits and repayments, resulting in net repayments of $1.4 million for the period.



During the nine months ended September 30, 2016,
we made $25.7 million of investments in new and existing portfolio companies and had $25.3 million in aggregate amount of exits,
maturities and repayments, resulting in net investments of $0.4 million for the period. During the nine months ended September
30, 2015, we made $16.9 million of investments in new and existing portfolio companies and had $15.7 million in aggregate amount
of exits and repayments, resulting in net investments of $1.2 million for the period.



As of September 30, 2016,
we have invested an aggregate of approximately $37.2 million in forty investment positions in twenty-nine portfolio companies.
On September 30, 2016, the fair value of our investment positions was $36.3 million (including money market investments and the
accrued interest of $0.7 million). As of such date, our estimated gross annual portfolio yield was 9.3% and gross annual portfolio
yield to maturity was 9.5% (excluding equity investments and non-accrual investments) based on the purchase price of our investments.
The average duration of our debt portfolio was approximately 1.72 years. During the nine months ended September 30, 2016, six T-bills
matured, we exited five portfolio companies in full and two companies in partial, for aggregate sales proceeds of $25.3 million.



The following table presents
three debt investments that had not paid coupon interest as due beyond the thirty-day grace period, as of September 30, 2016. Interest
on these investments was accrued through the date that the last coupon payment was received:



|Portfolio Company           |  | Asset Type                      |  | Investment  Coupon Rate |       |   | Maturity Date
|--------------------------- |  | ------------------------------- |  | ----------------------- | ----- | - | -------------
|Logan's Roadhouse, Inc. (1) |  | Senior Secured Second Lien Debt |  |                         | 10.75 | % |              
|Saratoga Resources, Inc.    |  | Senior Secured Second Lien Debt |  |                         | 12.50 | % |              
|UCI International, Inc.     |  | Senior Unsecured Debt           |  |                         | 8.63  | % |              






|(1) | On August 8, 2016, filed for bankruptcy in Delaware. The company is in the initial stages of its restructuring process.
|--- | -----------------------------------------------------------------------------------------------------------------------



On August 8, 2016, Logan’s
Roadhouse, Inc. filed for bankruptcy in Delaware.  The portfolio company entered a restructuring support agreement with revolving
facility lenders and holders of over 83.9% of approximately $378.0 million in notes that will reduce debt by over $300.0 million.



32







The following table presents
nine equity investments that are non-income producing, as of September 30, 2016:



|Portfolio
        Company             |  | Asset
        Type       | 
|------------------------------------- |  | ------------------------ | 
|Affinion Group, Inc.                  |  | Equity – Common Stock    | 
|Ansgar Media, LLC - Class B Units     |  | Equity – Preferred Stock | 
|Aspire Holdings (1)                   |  | Equity – Common Stock    | 
|Education Management, LLC             |  | Equity – Common Stock    | 
|Education Management, LLC             |  | Warrant                  | 
|GeoCommerce, Inc.                     |  | Warrant                  | 
|NII Holdings, Inc.                    |  | Equity – Common Stock    | 
|Nima, LLC                             |  | Warrant                  | 
|Nuverra Environmental Solutions, Inc. |  | Warrant                  | 








|(1) | Converted from exchange of 12.00% Endeavour International Corp First Lien Bonds.
|--- | --------------------------------------------------------------------------------



The following table presents
four investments that were completely written off during the nine months ended September 30, 2016:



|Portfolio Company                     |  | Investment Type                 |  | Investment Coupon Rate |       |   | Maturity Date
|------------------------------------- |  | ------------------------------- |  | ---------------------- | ----- | - | -------------
|Aspect Software, Inc.                 |  | Senior Secured Second Lien Debt |  |                        | 10.63 | % |              
|Suntech Power Holdings Company, Ltd.  |  | Senior Unsecured Debt           |  |                        | 3.00  | % |              
|QuickSilver Resources, Inc.           |  | Senior Subordinated Debt        |  |                        | 7.13  | % |              
|Relativity Media, LLC - Class E Units |  | Equity – Preferred Stock        |  |                        | -     |   |              



Relativity Media, LLC, the entity in which we made our original investment, was dissolved as part of the Relativity Media
reorganization process during the nine months ended September 30, 2016. The investment was removed from the Schedule of Investments
and the loss of $10.4 million was realized. The company has now emerged out of bankruptcy as a new operating company.



The following table shows
the weighted average yield of our portfolio composition based on fair value at September 30, 2016:



|                                  |  | At September 30, 2016         |      
|--------------------------------- |  | ----------------------------- | -----
|                                  |  | Percentage of Total Portfolio |      
|Investments – Money Market        |  |                               | 5.3  
|U.S. Government Securities        |  |                               | 7.4  
|Senior Secured First Lien Debt    |  |                               | 38.4 
|Senior Secured Second Lien Debt   |  |                               | 1.9  
|Senior Unsecured Debt             |  |                               | 16.4 
|Senior Subordinated Debt          |  |                               | 4.0  
|Senior Unsecured Convertible Debt |  |                               | 0.7  
|Equity Securities                 |  |                               | 25.9 
|Total                             |  |                               | 100.0



* 9.3% yield is on non-defaulted,
non-equity positions and excludes money market investments.



As of September 30, 2016,
our non-defaulted, non-equity portfolio had a yield to maturity of 9.5%, and an average duration of 1.72 years.



The following table shows
the weighted average yield of our portfolio composition based on fair value at December 31, 2015:



|                                |  | At December 31, 2015          |      
|------------------------------- |  | ----------------------------- | -----
|                                |  | Percentage of Total Portfolio |      
|Investments – Money Market      |  |                               | 18.9 
|U.S. Government Securities      |  |                               | 15.0 
|Senior Secured First Lien Debt  |  |                               | 27.4 
|Senior Secured Second Lien Debt |  |                               | 5.4  
|Senior Unsecured Debt           |  |                               | 19.0 
|Senior Subordinated Debt        |  |                               | 4.5  
|Equity Securities               |  |                               | 9.8  
|Total                           |  |                               | 100.0



* 7.6% yield is on non-defaulted,
non-equity positions and excludes money market investments.



As of December 31, 2015,
our non-defaulted, non-equity portfolio had a yield to maturity of 7.6%, and an average duration of 1.80 years.



33







The following table shows
the portfolio composition by industry grouping at fair value at September 30, 2016 (dollars in thousands):



|                                          |  | At September 30, 2016      |       
|----------------------------------------- |  | -------------------------- | ------
|                                          |  | Investments at  Fair Value |       
|Media: Broadcasting & Subscription        |  | $                          | 8,439 
|Consumer Electronics                      |  |                            | 5,000 
|Technology                                |  |                            | 4,605 
|US Government                             |  |                            | 2,688 
|Investments – Money Market                |  |                            | 1,928 
|Aerospace and Defense                     |  |                            | 1,910 
|Retail                                    |  |                            | 1,884 
|Automobile                                |  |                            | 1,701 
|Energy: Oil & Gas                         |  |                            | 1,613 
|Metals & Mining                           |  |                            | 1,541 
|Services: Consumer                        |  |                            | 1,409 
|Healthcare & Pharmaceuticals              |  |                            | 1,082 
|Telecommunications                        |  |                            | 766   
|Media: Advertising, Printing & Publishing |  |                            | 618   
|Environmental Industries                  |  |                            | 332   
|Beverage, Food & Tobacco                  |  |                            | 81    
|Total                                     |  | $                          | 35,597



The following table shows
the portfolio composition by industry grouping at fair value at December 31, 2015 (dollars in thousands):



|                                          |  | At December 31, 2015      |       
|----------------------------------------- |  | ------------------------- | ------
|                                          |  | Investments at Fair Value |       
|Investments – Money Market                |  | $                         | 6,210 
|U.S. Government Securities                |  |                           | 4,946 
|Media: Broadcasting & Subscription        |  |                           | 4,641 
|Metals & Mining                           |  |                           | 2,137 
|Media: Advertising, Printing & Publishing |  |                           | 2,116 
|Retail                                    |  |                           | 1,969 
|Aerospace and Defense                     |  |                           | 1,734 
|Telecommunications                        |  |                           | 1,640 
|Energy: Oil & Gas                         |  |                           | 1,593 
|Automobile                                |  |                           | 1,578 
|Services: Consumer                        |  |                           | 1,476 
|Healthcare & Pharmaceuticals              |  |                           | 1,139 
|Hotel, Gaming & Leisure                   |  |                           | 765   
|Beverage, Food & Tobacco                  |  |                           | 531   
|Environmental Industries                  |  |                           | 457   
|Total                                     |  | $                         | 32,932



34







Our fair value of total
investments was $35.6 million as of September 30, 2016 as compared to $32.9 million as of December 31, 2015. The increase in the
fair value of our investments was attributable to two factors: 1) following a brief Brexit-related disruption in the market’s
rally in late June, high-yield bonds posted solid gains in July and August. The asset class was bolstered by easing concerns about
global economic growth, an improving backdrop for commodities, and continued accommodation by central banks; 2) increase in the valuation estimate of Ansgar Media, LLC equity based on
recent financial projections provided by the company.



Discussion and Analysis of Results of Operations



Results of Operations



The results of
operations are based on revenue less expenses, adjusted for the impact of the realized gain/loss and change in unrealized
gain/loss on our investment portfolio. To the extent that it is expected to be received, revenue is recognized on an accrual
basis. Income is earned as coupon interest adjusted for the amortization of premiums and accretion of discounts on the
high-yield corporate debt investments. Expenses include professional services, management fees, administrative services,
organizational and offering costs and other general and administrative. Realized gains (losses) are from investments sold,
written off, or called at an advantageous price. The unrealized gain (loss) is the change in the market price on investments in
the portfolio at period end, subject to significant fluctuation.



Operating results for the
three and nine months ended September 30, 2016 and 2015 were as follows (dollars in thousands):



|                                                                |  | For the Three Months Ended September 30, 2016 |       |   | For the Three Months Ended September 30, 2015 |  
|--------------------------------------------------------------- |  | --------------------------------------------- | ----- | - | --------------------------------------------- | -
|Total investment income                                         |  | $                                             | 785   |   |                                               | $
|Total operating expenses                                        |  |                                               | 654   |   |                                               |  
|Net investment income                                           |  |                                               | 131   |   |                                               |  
|Net realized gain (loss) from investments                       |  |                                               | (38   | ) |                                               |  
|Net unrealized appreciation (depreciation) on investments       |  |                                               | 1,842 |   |                                               |  
|                                                                |  |                                               |       |   |                                               |  
|Net increase (decrease) in net assets resulting from operations |  | $                                             | 1,935 |   |                                               | $



|                                                                |  | For the Nine Months Ended September 30, 2016 |         |   | For the Nine Months Ended September 30, 2015 |  
|--------------------------------------------------------------- |  | -------------------------------------------- | ------- | - | -------------------------------------------- | -
|Total investment income                                         |  | $                                            | 2,075   |   |                                              | $
|Total operating expenses                                        |  |                                              | 2,026   |   |                                              |  
|Net investment income                                           |  |                                              | 49      |   |                                              |  
|Net realized gain (loss) from investments                       |  |                                              | (13,341 | ) |                                              |  
|Net unrealized appreciation (depreciation) on investments       |  |                                              | 19,933  |   |                                              |  
|                                                                |  |                                              |         |   |                                              |  
|Net increase (decrease) in net assets resulting from operations |  | $                                            | 6,641   |   |                                              | $



35







Revenues



We generated investment
income of $0.8 million and $2.1 million for the three and nine months ended September 30, 2016, respectively, as compared to $0.9
million and $3.2 million for the three and nine months ended September 30, 2015, respectively. Interest revenue was $0.8 million
and $2.0 million for the three and nine months ended September 30, 2016, respectively, as compared to $0.7 million and $2.3 million
for the three and nine months ended September 30, 2015, respectively. The decrease in interest revenue in 2016 as compared to 2015
was attributable to an increase in debt investments placed on non-accrual status, restructuring of certain debt investments into
equity investments as well as a reallocation of portfolio investments from debt investments to equity investments in 2015. Fee
income was $0.03 million and $0.06 million for the three and nine months ended September 30, 2016, respectively, as compared to
$0.003 million and $0.5 million for the three and nine months ended September 30, 2015, respectively. The decrease in fee income
in 2016 as compared to 2015 was attributable to a 5% origination fee that was earned and immediately accrued on our investment
in Relativity Media, LLC in 2015. The fee income earned on investments in 2016 was lower and is being amortized over the term of
the loan instead of realized upon receipt. There was no dividend income for the three and nine months ended September 30, 2016,
as compared to $0.1 million and $0.3 million for the three and nine months ended September 30, 2015. The substantial decrease in
dividend income in 2016 as compared to 2015 was the result of a significant investment made by the Fund in preferred stock of Relativity
Media, LLC in 2015, which was entitled to PIK cumulative dividends of 12.5% per annum on our investment amount. However, we ceased
accruing dividends on our investment in Relativity Media, LLC as of July 30, 2015, when it entered Chapter 11 proceedings and was
written off as of June 30, 2016.



Interest from debt investments
is in the form of interest and fees earned on senior secured loans, senior secured notes, subordinated debt, senior unsecured debt,
senior unsecured convertible debt and collateralized securities in our debt portfolio. Our debt portfolio constituted approximately
70.2% of investment portfolio at September 30, 2016 (excluding money market investments). The level of interest income we receive
is directly related to the balance of collectible income producing investments multiplied by the weighted average yield of our
investments, offset by debt investments held in non-accrual status. We expect the dollar amount of interest and any dividend income
that we earn to increase as the size of our investment portfolio increases. The average balance of the debt portfolio during the
nine months ended September 30, 2016 was lower than the nine months ended September 30, 2015, which was attributable to an increase
in debt investments held on non-accrual status, the restructuring of certain debt instruments into equity instruments as well as
a reallocation of portfolio investments from debt investments to equity investments in 2015, which resulted in the decrease in
interest income in 2016 as compared to 2015. At September 30, 2016, the weighted average coupon yield of our debt investments was
9.3%, as compared to 6.5% as of September 30, 2015. For the nine months ended September 30, 2016, the average net assets were $30.5
million, as compared to $42.3 million for the nine months ended September 30, 2015.



Since becoming operational
in the third quarter of 2012, we generate revenue primarily from the cash interest we collect on our debt investments and, to a
lesser extent, from the early termination fees that many of our debt investments require the borrower to pay. Going forward, we
may generate revenue in the form of commitment, origination, structuring or diligence fees. Any such fees will be generated in
connection with our investments and recognized as earned.



Expenses



The composition of our
operating expenses for the three and nine months ended September 30, 2016 and 2015 was as follows (dollars in thousands):



|                                                                                   |  | For the Three Months Ended September 30, 2016 |     |  | For the Three Months Ended September 30, 2015 |  
|---------------------------------------------------------------------------------- |  | --------------------------------------------- | --- |  | --------------------------------------------- | -
|                                                                                   |  |                                               |     |  |                                               |  
|Professional fees                                                                  |  | $                                             | 177 |  |                                               | $
|Director fees                                                                      |  |                                               | 10  |  |                                               |  
|Insurance                                                                          |  |                                               | 29  |  |                                               |  
|Interest expense                                                                   |  |                                               | 39  |  |                                               |  
|Management fees – related parties                                                  |  |                                               | 168 |  |                                               |  
|Administrative services – related parties                                          |  |                                               | 58  |  |                                               |  
|General and administrative (includes CFO salary and related party travel expenses) |  |                                               | 136 |  |                                               |  
|Transfer agent fees                                                                |  |                                               | 37  |  |                                               |  
|Total operating expenses                                                           |  | $                                             | 654 |  |                                               | $



36







|                                                                                   |  | For the Nine Months Ended September 30, 2016 |       |  | For the Nine Months Ended September 30, 2015 |  
|---------------------------------------------------------------------------------- |  | -------------------------------------------- | ----- |  | -------------------------------------------- | -
|                                                                                   |  |                                              |       |  |                                              |  
|Professional fees                                                                  |  | $                                            | 650   |  |                                              | $
|Director fees                                                                      |  |                                              | 29    |  |                                              |  
|Insurance                                                                          |  |                                              | 85    |  |                                              |  
|Interest expense                                                                   |  |                                              | 165   |  |                                              |  
|Management fees – related parties                                                  |  |                                              | 471   |  |                                              |  
|Administrative services – related parties                                          |  |                                              | 166   |  |                                              |  
|General and administrative (includes CFO salary and related party travel expenses) |  |                                              | 357   |  |                                              |  
|Transfer agent fees                                                                |  |                                              | 103   |  |                                              |  
|Offering expense                                                                   |  |                                              | -     |  |                                              |  
|Total operating expenses                                                           |  | $                                            | 2,026 |  |                                              | $



For the three months ended
September 30, 2016 and 2015, our operating expenses were $0.7 million and $0.6 million, respectively. Included within general and
administrative expenses for the three months ended September 30, 2016 and 2015 were $0.03 million and $0.03 million, respectively,
for the cost of our chief financial officer’s salary reimbursed to the Manager. Also included within general and administrative
expenses for the three months ended September 30, 2016 and 2015 were $0.01 million and $0.05 million, respectively, for related
party travel expenses reimbursed to the Manager. For the nine months ended September 30, 2016 and 2015, our operating expenses
were $2.0 million and $2.1 million, respectively. Included within general and administrative expenses for the nine months ended
September 30, 2016 and 2015 were $0.1 million and $0.1 million, respectively, for the cost of our chief financial officer’s
salary reimbursed to the Manager. Also included within general and administrative expenses for the nine months ended September
30, 2016 and 2015 were $0.03 million and $0.1 million, respectively, for related party travel expenses reimbursed to the Manager.
The slight decrease in expenses for the nine months ended September 30, 2016 as compared to September 30, 2015 was primarily due
to the fact that the Fund has not raised new capital since April 30, 2015 as our registration statement has not been declared effective
by the Securities and Exchange Commission, or (“SEC”), reduced management fees as our net assets have decreased, offset by increases in professional fees attributable to litigation
relating to our investment in Relativity Media, LLC. With no additional capital coming into the Fund, no offering
expenses were incurred, and general and administrative expenses were less as there was less travel and conference fees.



Management fees for the
three and nine months ended September 30, 2016 and 2015 remain at 2% of the net asset value. The offering costs are consistent
at 1.5% of the gross closing proceeds for the three and nine months ended September 30, 2016 and 2015. However, since the Fund
has not been open to new investments, there has not been any offering costs expense since June 30, 2015.



Net Investment Income



Our net investment income
totaled $0.1 million and $0.2 million for the three months ended September 30, 2016 and 2015, respectively. Our net investment
income totaled $0.05 million and $1.1 million for the nine months ended September 30, 2016 and 2015, respectively. Our net investment
income was attributable to investment income less operating expenses for the period. For the three months ended September
30, 2016 and 2015, total investment income was $0.8 million and $0.9 million, respectively. For the same periods, the total investment
income included $0.03 million and $0.003 million of non-recurring fees, respectively. For the nine months ended September 30, 2016
and 2015, total investment income was $2.1 million and $3.2 million, respectively. For the same periods, the total investment income
included $0.1 million and $0.5 million of non-recurring fees.



The decrease in net investment
income for the three months ended September 30, 2016 as compared to the three months ended September 30, 2015 was primarily due
to the decrease in interest revenue attributable to an increase in debt investments placed on non-accrual status, restructuring
of certain debt investments into equity investments as well as a reallocation of portfolio investments from debt investments to
equity investments in 2015, partially offset by a decrease in total expenses. For the three months ended September 30, 2016 and
2015, total operating expenses were $0.7 million and $0.6 million, respectively. For the nine months ended September 30, 2016 and
2015, total operating expenses were $2.0 million and $2.1 million, respectively.



37







Net Realized Gains or Losses from Investments



For the three and nine
months ended September 30, 2016, we had $6.2 million and $25.3 million of sales, maturities, write-offs and principal repayments,
resulting in $0.04 million and $13.3 million of realized losses, respectively. For the three and nine months ended September 30,
2015, we had $3.4 million and $15.7 million of exits and principal repayments, resulting in $0.1 million and $0.4 million of realized
gains, respectively.





Net Change in Unrealized Appreciation or Depreciation on
Investments



For the three and nine
months ended September 30, 2016, we experienced $1.8 million and $19.9 million of unrealized appreciation, respectively. For the
three and nine months ended September 30, 2015, we experienced $4.5 million and $5.0 million of unrealized depreciation, respectively.
The substantial increase in unrealized appreciation during the first three quarters of 2016 was due to four main factors.



First, despite
the negative trends and volatility early in the year, the high-yield index has swiftly recovered and is now up 16.09% year–to-date.
Much of this was due to the improving global market for commodities, particularly the price of oil, as well as in the metals and
mining sector. High-yield bonds in both of these areas outperformed the overall market. In terms of the quality spectrum, CCC-rated
bonds led the high-yield market, which underscores the healthy appetite for risk among investors in recent months. Also, following
a brief Brexit-related disruption in the market’s rally in late June, high-yield bonds posted solid gains in July and August.
The asset class was bolstered by easing concerns about global economic growth, an improving backdrop for commodities, a
continued search for yieldand continued accommodation by central banks.



Second, the Fund invested
in senior secured first lien notes of two companies – GeoCommerce, Inc. and Nima, LLC, which provided the Fund with cashless
warrants amounting to just over $4.1 million of unrealized appreciation.



Third, an increase
in the equity value of Ansgar Media, LLC based on recently provided financial projections of the company.



Fourth, an unrealized
depreciation of $10.4 million from our investment in Relativity Media, LLC was reclassified as a realized loss.



Although, there has
been an increase in unrealized appreciation in fiscal 2016, our net asset value per share declined significantly since June 2015,
mainly due to incurrence of a $10.4 million loss on our investment in Relativity Media, LLC Series E preferred stock. Our loss
on investment in Relativity Media, LLC has been offset to some extent by unrealized appreciation in few of our portfolio investments
including, Ansgar Media, LLC; Geocommerce, Inc. and Nima, LLC. Also, we are taking a conservative estimate on the equity value
of Ansgar Media, LLC, which if valued at full value will completely offset the realized loss on investment in Relativity Media,
LLC. We initially acquired a 25% equity interest in Ansgar Media, LLC in connection with senior secured debt investments. Ansgar
Media, LLC has since raised initial equity financing at a pre-money equity valuation of $40.0 million. While Ansgar is ahead of
its business plan operationally, we have used an enterprise valuation of $25.0 million, which has resulted in a net equity ownership
value of $3.5 million based upon a current 24.4% equity ownership interest in Ansgar and after applying an illiquidity discount
of 30%. Below is a table that shows our pro forma NAV per share if our investment in Ansgar Media, LLC is valued at full value:



|Adjusted Pro Forma NAV per share (non-GAAP)             |  |   |      
|------------------------------------------------------- |  | - | -----
|Current NAV per share                                   |  | $ | 5.25 
|Ansgar Equity Ownership post Equity raise (in millions) |  | $ | 10.00
|Adjusted NAV per share                                  |  | $ | 6.28 



The unrealized
appreciation in fiscal year 2016 has been partially offset by substantial increase in net realized loss mainly due to writing
off four of our investments completely, including a $10.4 million loss on our investment in Relativity Media, LLC Series E
preferred stock. Some portion of unrealized depreciation in fiscal year 2015 was because we encountered greater than average
declines in certain positions that were caused by conditions unique to the company or industry. We had a number of positions
that either initiated a restructuring of their indebtedness (either in Chapter 11 bankruptcy or prepackaged bankruptcy) or
announced that they were considering a restructuring. Such announcements generally reduce liquidity in the secondary market
creating greater mispricing in underlying bonds. Until the bankruptcy or other restructuring process is complete, it becomes
difficult to ascertain whether some of these positions will result in a loss of principal or full recovery of principal given
their position in the capital structure of the issuer and the underlying asset values. Generally, we expect much higher
recoveries or full payment for senior secured first lien type bonds, as compared to senior secured second lien or unsecured
bonds for defaulted bonds.







38







Changes in Net Assets from Operations



For the three and nine
months ended September 30, 2016, we recorded a net increase in net assets resulting from operations of $1.9 million and $6.6 million,
respectively. For the three and nine months ended September 30, 2016, this increase is mainly due to net unrealized appreciation
of $1.8 million and $19.9 million, respectively, and net investment income of $0.1 million and $0.05 million, respectively, partially
offset by net realized loss from investments of $0.04 million and $13.3 million, respectively, on our portfolio investments. This
increase is largely due to a strong rally in high yield markets because of increases in the market price of oil, easing concerns
about global economic growth, a continued search for yield and continued accommodation by central banks and the completion of restructuring
plans by a few of our bond investment companies. Overall, the portfolio experienced a market value increase, with an increase in
net unrealized appreciation on investments of $19.9 million for the nine months ended September 30, 2016. Based on 6,276,081 and
6,236,996 weighted average common shares outstanding for the three and nine months ended September 30, 2016, our per share net
increase in net assets resulting from operations was $0.31 and $1.06, respectively.



For the three and
nine months ended September 30, 2015, we recorded a net decrease in net assets resulting from operations of $4.1 million and $3.6
million, respectively. For the three and nine months ended September 30, 2015, this decrease is mainly due to net unrealized depreciation
of $4.5 million and $5.0 million, respectively, partially offset by increase in net investment income of $0.2 million and $1.1
million, respectively, and by net realized gain from investments of $0.1 million and $0.4 million, respectively, earned on our
portfolio investments. Based on 6,193,309 and 6,058,931 weighted average common shares outstanding for the three and nine months
ended September 30, 2015, our per share net decrease in net assets resulting from operations was $0.66 and $0.59, respectively.



Liquidity and Capital Resources



On August 4, 2015, we
entered an agreement with Wells Fargo Advisors, LLC for obtaining a revolving line of credit. The amount we can borrow
is based upon the value of cash deposited in an account at Wells Fargo Advisors, LLC and the treasury notes that Wells
Fargo purchases, which serve as collateral for the loan. On August 27, 2015, we initially drew down $2.0 million. As of
December 31, 2015, the outstanding balance was $4.5 million. As of September 30, 2016, the outstanding balance under this
credit line was $2.5 million. The interest rate on the outstanding balance is a negotiated rate based on our assets under
management with Wells Fargo Advisors, LLC and is currently 3.00%. The term of the line of credit is indefinite and may be
terminated by us or Wells Fargo Advisors, LLC at any time.



On September 10, 2015,
we entered an agreement with Morgan Stanley Private Bank, N.A. The amount we can borrow is based upon the value of cash deposited
in an account at Morgan Stanley Private Bank, N.A., which serves as a collateral for the loan. The maximum amount, which we may
borrow under the line of credit, is $1.8 million. As of September 30, 2016, there was no outstanding balance under this credit
line and the account was closed.



We generate cash primarily
from the net proceeds of our ongoing continuous public offering and from cash flows from fees, interest and dividends earned from
our investments as well as principal repayments and proceeds from sales of our investments. On July 10, 2012, we satisfied our
minimum offering requirement of raising gross offering proceeds in excess of $1.0 million from persons who are not affiliated with
us or our Manager, and commenced operations. As of September 30, 2016, we had issued 6.6 million shares of common stock, including
0.5 million shares under our distribution reinvestment plan (“DRIP”) less 0.3 million shares redeemed under our tender
offer. As of September 30, 2016, we had received gross proceeds from our continuous offering of total $65.2 million, including
$4.4 million under our DRIP less $2.9 million paid to redeem shares in our quarterly tenders.



When the Fund is open to
new business, we sell our shares on a continuous basis. On May 23, 2016, the Board of Directors of the Fund and the Pricing Committee
of the Board made a final decision to approve a price reduction from $9.25 to $8.75 per share. On November 24, 2015, the Board
of Directors of the Fund and the Pricing Committee of the Board had approved a price reduction from $9.75 to $9.25 per share effective
for the Funds next closing date and next declared distribution date. To the extent that our net asset value per share increases,
we will sell at a price necessary to ensure that our shares are not sold at a price, after deduction of selling commissions and
dealer manager fees that is below our net asset value per share. However, since April 30, 2015, we have not been able to sell any
shares in our continuous offering because our registration statement has been under review by the SEC.



39







Prior to investing in portfolio
securities, we invest cash primarily in money market funds that invest in U.S. government
securities and high-quality debt instruments maturing in one year or less from the time of investment. As of September 30, 2016,
and December 31, 2015, we had $1.9 million and $6.2 million, respectively, invested in money market investments pending investment
in debt instruments.



For the nine months ended
September 30, 2016, we experienced a net decrease in money market investments of $4.3 million. For the nine months ended September
30, 2016, approximately $4.1 million was used for our financing activities, which primarily consisted of $10.4 million repayments
of the priority credit line and $2.1 million in distributions, partially offset by $8.3 million received through the priority credit
line. We generated approximately $4.1 million of cash provided by our operating activities mainly as the result of the receipt
of proceeds from the sale of, repayment of and principal payments on portfolio debt investments of $25.3 million and realized gains
of $13.3 million, partially offset by the purchase of new portfolio debt investments of $25.7 million.



Distributions



Subject to our Board of
Directors’ discretion and applicable legal restrictions, we have historically authorized and declared ordinary cash distributions
on a semi-monthly basis and paid such distributions on a semi-monthly basis. However, at the August 17, 2015 Board of Directors
meeting, the Board determined that monthly distributions, at the same annual rate, would reduce costs and would be in the best
interest of the shareholders. The distribution paid to shareholders on September 30, 2015, with a record date of August 30, 2015,
represented the first monthly distribution. Any distributions to our shareholders will be declared out of assets legally available
for distribution. We may fund our cash distributions to shareholders from any sources of funds available to us, including offering
proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains
proceeds from the sale of assets, and dividends or other distributions paid to us on account of preferred and common equity investments
in portfolio companies. We have not established limits on the amount of funds we may use from available sources to make distributions.



When we commenced operations,
we initiated a policy of declaring semi-monthly distributions at an annual distribution rate of 7.35% per annum of our offering
price. We have authorized, declared and paid distributions to our shareholders at that rate on a semi-monthly basis beginning in
July 2012, then changed to a monthly distribution beginning in August 2015. Based upon our current level of operations, we estimate
that about 90.0% of our distributions will constitute a return of capital. Our distributions historically have not been based on
our investment performance. Prior to September 2013, our distributions were supported by our Manager in the form of operating expense
support payments to us, and a portion of our distributions constituted a return of capital. Since September 2013, we have not had
an expense support agreement with our Manager and as a result a greater portion of our distributions have constituted a return
of capital. A return of capital generally is a return of your investment rather than a return of earnings or gains derived
from our investment activities constitutes the return of capital previously paid to us for shares of our common stock.



40







The following table shows
the percentage of our distributions, which have been funded from net investment income, realized capital gains and paid in capital
since the inception of operations:



|                                       |  |           |          |  | Net        |  |    | Realized    |  |  | Return  |  
|-------------------------------------- |  | --------- | -------- |  | ---------- |  | -- | ----------- |  |  | ------- | -
|                                       |  |           |          |  | Investment |  |    | Gain From   |  |  | of      |  
|Period                                 |  | Per Share |          |  | Income     |  |    | Investments |  |  | Capital |  
|July 12, 2012 - September 30, 2012     |  | $         | 0.183750 |  |            |  | 64 | %           |  |  | —       | %
|October 1, 2012 - December 31, 2012*   |  |           | 0.260750 |  |            |  | 59 | %           |  |  | —       | %
|January 1, 2013 - March 31, 2013*      |  |           | 0.262586 |  |            |  | 67 | %           |  |  | 13      | %
|April 1, 2013 - June 30, 2013          |  |           | 0.186504 |  |            |  | 77 | %           |  |  | 14      | %
|July 1, 2013 - September 30, 2013      |  |           | 0.186504 |  |            |  | 51 | %           |  |  | 10      | %
|October 1, 2013 - December 31, 2013    |  |           | 0.186504 |  |            |  | 4  | %           |  |  | 47      | %
|January 1, 2014 - March 31, 2014       |  |           | 0.186504 |  |            |  | 27 | %           |  |  | 13      | %
|April 1, 2014 - June 30, 2014          |  |           | 0.186504 |  |            |  | 49 | %           |  |  | —       | %
|July 1, 2014 - September 30, 2014      |  |           | 0.184668 |  |            |  | 17 | %           |  |  | 3       | %
|October 1, 2014 - December 31, 2014    |  |           | 0.181467 |  |            |  | 15 | %           |  |  | 6       | %
|January 1, 2015 - March 31, 2015       |  |           | 0.179154 |  |            |  | 15 | %           |  |  | 5       | %
|April 1, 2015 - June 30, 2015          |  |           | 0.179154 |  |            |  | 63 | %           |  |  | 15      | %
|July 1, 2015 - September 30, 2015      |  |           | 0.209015 |  |            |  | 19 | %           |  |  | 11      | %
|October 1, 2015 - December 31, 2015 ** |  |           | 0.170315 |  |            |  | —  | %           |  |  | 6       | %
|January 1, 2016 – March 31, 2016 ***   |  |           | 0.169969 |  |            |  | 1  | %           |  |  | —       | %
|April 1, 2016 – June 30, 2016****      |  |           | 0.107188 |  |            |  | —  | %           |  |  | —       | %
|July 1, 2016 – September 30, 2016***** |  |           | 0.214372 |  |            |  | 10 | %           |  |  | —       | %



* Includes a special distribution
of $0.077 per share.



** For the period from
October 31, 2015 to December 31, 2015, the Fund had a net investment loss of approximately $268 thousand. That amount is reflected
on the source of distributions table below in the distributions from paid in capital amount.



*** For the period from
January 1, 2016 to March 31, 2016, the Fund had a realized loss from investments of approximately $700 thousand. That amount is
reflected on the source of distributions table below in the distributions from paid in capital amount.



**** For the period
from April 1, 2016 to June 30, 2016, the Fund had a net investment loss of approximately $90 thousand and a realized loss from
investments of approximately $12.6 million. These amounts are reflected on the source of distributions table below in the distributions
from paid in capital amount.



***** For the period
from July 1, 2016 to September 30, 2016, the Fund had a realized loss from investments of approximately $0.04 million. That amount
is reflected on the source of distributions table below in the distributions from paid in capital amount.



We expect to continue making distributions at
the same distribution rate, based on the current offering price, unless our results of operations, our general financial condition,
general economic conditions, or other factors prohibit us from doing so. From time to time, but not less than quarterly, we review
our accounts to determine whether distributions to our shareholders are appropriate. There can be no assurance that we will be
able to sustain distributions at any particular level.



Each year a statement
on Internal Revenue Service Form 1099-DIV (or such successor form) identifying the source of the distribution (i.e., paid
from ordinary income, paid from net capital gain on the sale of securities, or a return of capital) will be mailed to our
shareholders. We expect to continue paying distributions at the same distribution rate, based on the current offering
price, and that a substantial part of those distributions will constitute a return of capital for the foreseeable future.
Furthermore, our ability to generate net investment income sufficient to cover our monthly dividend has been hindered by the
fact that we have several investments that are on non-accrual status, and because we hold more equity investments that do not
generate regular interest or dividend income. Our distributions will continue to constitute a return of capital until our net
investment income is sufficient to support our distribution rate, which will probably not occur until our Manager enters an expense support agreement with us, our mix of interest and dividend paying assets increase, or our assets increase enough
to lower our expense ratio, which we do not expect to occur until we have significantly more net assets than we do at
present. As a result, for the foreseeable future, a significant portion of the distributions we make will represent a
return of capital for tax purposes. The tax basis of shares must be reduced by the amount of any return of capital
distributions, which will result in an increase in the amount of any taxable gain (or a reduction in any deductible loss) on
the sale of shares.



The determination of the
tax attributes of our distributions is made annually as of the end of our fiscal year based upon our taxable income for the full
year and distributions paid for the full year. Therefore, a determination made on a quarterly basis may not be representative of
the actual tax attributes of our distributions for a full year. The actual tax characteristics of distributions to shareholders
are reported to shareholders annually on a Form 1099-DIV.



41







We have elected to be treated,
beginning with our taxable year ended December 31, 2013, as a RIC under the Code. To obtain and maintain RIC tax treatment, we
must, among other things, distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net
long-term capital losses, if any, to our shareholders. In order to avoid certain excise taxes imposed on RICs, we currently intend
to distribute during each calendar year an amount at least equal to the sum of: (i) 98% of our ordinary income for the calendar
year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period generally ended on October 31 of the
calendar year (unless an election is made by us to use our taxable year) and (iii) any ordinary income and net capital gains for
preceding years that were not distributed during such years and on which we paid no federal income tax.



The following table reflects
the sources of the cash distributions on a tax basis that the Fund has paid on its common stock (dollars in thousands) during the
nine months ended September 30, 2016 and fiscal years ended December 31, 2015, 2014 and 2013:



|Source of Distributions:                 |  | Nine monthsended September 30, 2016 |       |  | Year ended December 31, 2015 |  |       | Year ended December 31, 2014 |  |   | Year ended December 31, 2013 | 
|---------------------------------------- |  | ----------------------------------- | ----- |  | ---------------------------- |  | ----- | ---------------------------- |  | - | ---------------------------- | 
|Distributions from net investment income |  | $                                   | 139   |  |                              |  | 4.5   | %                            |  | $ | 830                          | 
|Distributions from realized gains        |  |                                     | —     |  |                              |  | —     |                              |  |   | 425                          | 
|Distributions from paid In capital       |  |                                     | 2,930 |  |                              |  | 95.5  |                              |  |   | 3,235                        | 
|Total                                    |  | $                                   | 3,069 |  |                              |  | 100.0 | %                            |  | $ | 4,490                        | 



Distribution Reinvestment Plan



We have adopted an “opt-in”
DRIP pursuant to which shareholders may elect to have the full amount of their cash distributions reinvested in additional shares
of our common stock. If shareholders wish to receive their distribution in cash, no action will be required on their part to do
so. There will be no selling commissions, dealer manager fees or other sales charges to shareholders if, they elect to participate
in the DRIP. We will pay the plan administrator’s fees under the plan. Shareholders distribution amount will purchase shares
at 95% of the price that the shares are offered pursuant to the effective registration statement of the public offering. Shares
issued pursuant to our DRIP will have the same voting rights as our shares of common stock offered pursuant to our prospectus.



We are in a fund raising
stage. As such, we incur offering expenses of 1.5% of the gross offering proceeds. The chart below shows the percentages of distributions
from Net Investment Income excluding offering costs:



|     |  | Offering Expenses |     |  | Net Investment Income (Loss) excluding offering costs |   |       | % Distribution from Net Investment Income (Loss) excluding  offering costs |  |  | % Distributions from Realized Gains excluding offering costs |   |  | % Distributions from Paid In Capital  excluding  offering costs |   
|---- |  | ----------------- | --- |  | ----------------------------------------------------- | - | ----- | -------------------------------------------------------------------------- |  |  | ------------------------------------------------------------ | - |  | --------------------------------------------------------------- | --
|2016 |  | $                 | —   |  |                                                       | $ | 139   |                                                                            |  |  | 4                                                            | % |  |                                                                 | — 
|2015 |  | $                 | 96  |  |                                                       | $ | 926   |                                                                            |  |  | 21                                                           | % |  |                                                                 | 9 
|2014 |  | $                 | 352 |  |                                                       | $ | 1,171 |                                                                            |  |  | 37                                                           | % |  |                                                                 | 5 
|2013 |  | $                 | 322 |  |                                                       | $ | 1,120 |                                                                            |  |  | 66                                                           | % |  |                                                                 | 23
|2012 |  | $                 | 142 |  |                                                       | $ | 292   |                                                                            |  |  | 100                                                          | % |  |                                                                 | 0 



42







Election as a RIC



We elected to be treated
as a RIC under Subchapter M of the Code for U.S. federal income tax purposes. As a RIC, we generally will not have to pay corporate-level
U.S. Federal income taxes on any income that we distribute to our stockholders from our tax earnings and profits. To qualify as
a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, in order
to obtain RIC tax treatment, we must distribute to our stockholders, for each taxable year, at least 90% of our “investment
company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short-term capital
gain over realized net long-term capital loss, or the annual distribution requirement. Even if we qualify as a RIC, we generally
will be subject to corporate-level U.S. Federal income tax on our undistributed taxable income and could be subject to U.S. Federal
excise, state, local and foreign taxes.



Related-Party Transactions and Agreements



We have entered agreements
with the Manager, whereby we pay certain fees and reimbursements. These include payments to our Manager for reimbursement of organization
and offering costs. In addition, we make, payments for certain services that include, but are not limited to, the identification,
execution, and management of our investments and the management of our day-to-day operations provided to us by our Manager,
pursuant to various agreements that we have entered into. See Note 4 to the financial statements included elsewhere in this Quarterly
Report on Form 10-Q for additional information regarding such contractual obligations.



Conflicts of interest between us and the various
roles, activities and duties of the Manager and its affiliates may occur from time to time. The Manager, its officers and other
affiliates may act as a manager or general partner of other private or public entities, some of whom may have the same or a similar
investment objective as us. As a result, conflicts of interest between us and the other activities of the Manager and its affiliates
may occur from time to time. None of the agreements or arrangements, including those relating to compensation, between us, the
Manager or their affiliates, is the result of arm’s-length negotiations. As a result, there may be conflicts between us,
on the one hand, and our Manager, including members of its management team, on the other, regarding the allocation of resources
to the management of our day-to-day activities.



The compensation we pay
to our Manager was not entered on an arm’s-length basis with unaffiliated third parties. As a result, the form and amount
of such compensation may be less favorable to us than they might have been had they been entered into through arm’s-length
transactions with unaffiliated parties. See “Contractual Obligations” for a discussion of the investment advisory agreement
we have with the Manager.



Further, our officers are
involved in other ventures, some of which may compete with us for investment opportunities, including certain affiliated funds
or managed accounts, and may be incentivized to offer investment opportunities to such other ventures rather than to us which would
make it more difficult to achieve our investment objectives. In addition, the officers of VII Peaks may also be involved in other
ventures, some of which may compete with us for investment opportunities.



As a business development
company (“BDC”), we are subject to certain regulatory restrictions in making our investments. For example, we generally
are not permitted to co-invest with certain entities affiliated with our Manager in transactions originated by our Manager or its
affiliates unless we obtain an exemptive order from the SEC or co-invest alongside our Manager or its affiliates in accordance
with existing regulatory guidance and our allocation policy. Under existing regulatory guidance, we are permitted to, and may co-invest
in syndicated deals and secondary loan market transactions where price is the only negotiated point. We may seek exemptive relief
from the SEC to engage in co-investment transactions with our Manager and/or its affiliates. However, there can be no assurance
that we will obtain such exemptive relief, if requested. Even if we receive exemptive relief, neither our Manager nor its affiliates
are obligated to offer us the right to participate in any transactions originated by them. Prior to obtaining exemptive relief,
we may co-invest alongside our Manager or its affiliates only in accordance with existing regulatory guidance and our allocation
policy.



Due from related party
consists of $90,000 of true up for management fees from writing down certain portfolio investments at the end of a quarter in prior
quarters, allocating $67,000 in Blue Sky state filing fee to our Manager, instead of the Fund for offering costs, $13,000 in allocation
of the Directors and Officers insurance policy costs to our Manager, and $90,000 in expenses related to legal and other operational
costs allocated to Manager instead of the Fund.



43







Off-Balance Sheet Arrangements



We have no off-balance
sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.



Item 3. Quantitative and Qualitative Disclosures
about Market Risk



We are subject to financial
market risks, including changes in interest rates. Any investments we make that are denominated in a foreign currency will be subject
to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in
the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary
market. These risks will vary depending upon the currency or currencies involved.



We may hedge against interest
rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts
subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates,
they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments
with fixed interest rates.



Assuming that our current
financial condition were to remain constant and no actions were taken to alter our existing interest rate sensitivity, a 100 basis
point move in interest rates up or down from the September 30, 2016 levels would result in a decrease or an increase in net asset
value of $0.6 million or 1.7%.



Item 4. Controls and Procedures



Disclosure Controls



In accordance with Rules
13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision
and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness
of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of
the period covered by this Quarterly Report on Form 10-Q and determined that the disclosure controls and procedures are effective.



Change
in Internal Control over Financial Reporting



No change in internal control
over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the nine months ended September
30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



During the year ended December
31, 2015, we determined that a material weakness in internal control over financial reporting existed relating to the determination
of offering expenses that should have been borne by our Fund manager instead of us, and reimbursed to our Manager at the rate of
1.5% of gross offering proceeds in accordance with our investment management agreement with the Fund manager, and that the material
weakness existed from the fourth quarter of 2013 to the end of fiscal 2014, including at December 31, 2013 and 2014 when management
had previously concluded that its internal controls were effective. In response, in 2015 we implemented additional controls whereby
officers will map out financial statement line items to the relevant portions of the agreements with our Fund manager to ensure
compliance and proper accounting for amounts due thereunder. We believe the material weakness has been remediated by the additional
controls and procedures that have been implemented.



44







Part II



OTHER INFORMATION



Item 1. Legal Proceedings





On July 30, 2015, Relativity
Media, LLC (“Relativity”) filed a voluntary Chapter 11 case in the United States Bankruptcy Court for the Southern
District of New York (the “Bankruptcy Court”). The Fund owns 855,079 shares of Series E Preferred Stock of Relativity.
On October 19, 2015, Relativity filed an adversary proceeding against VII Peaks Capital, LLC (“VII Peaks”) in the Bankruptcy
Court, styled Relativity Fashion, LLC, et al. v. VII Peaks Capital, LLC, Adversary No. 15-1361 (the “Adversary Proceeding”),
alleging that our investment manager, VII Peaks breached a commitment to provide $30.0 million of financing as part of a proposed
reorganization of Relativity. The Fund was not named as a defendant in the Adversary Proceeding. On October 20, 2015, Relativity
sought and obtained from the Bankruptcy Court an ex parte temporary restraining order (the “TRO”) that barred VII Peaks
and “its agents, servants, officers, employees and attorneys, and all persons in active concert or participation with them
from transferring, assigning, encumbering, or taking any other action with respect to any and all funds” in the US Bank and
Wells Fargo accounts which belong to the Fund. Neither the Fund nor VII Peaks were provided with prior notice of the hearing on
the TRO or was present at the hearing. The two accounts affected by the TRO contained substantially all of the Fund’s assets.
The TRO was dissolved pursuant to a Stipulation and Agreed Order entered by the Bankruptcy Court on October 28, 2015 (the “Stipulation”),
pursuant to which the parties agreed to engage in negotiations to resolve their dispute. As part of the Stipulation, VII Peaks
agreed to cause its clients to deposit $3.0 million in escrow with its counsel while negotiations are pending, of which $2.5 million
was provided by the Fund. The negotiations did not result in a settlement, and the funds in escrow were returned to VII Peaks as
of December 15, 2015.



Relativity then filed
a reorganization plan, which provided that the Series E preferred stock would receive no consideration under the plan. The Fund
filed an objection to the plan. On February 2, 2016, at the hearing on confirmation Relativity’s plan, VII Peaks and Relativity
reached a memorandum of understanding regarding a settlement of Relativity’s claims against the VII Peaks and the Fund, as
well as the Fund’s objection to the plan. On March 18, 2016, the Bankruptcy Court approved Relativity’s plan of reorganization,
and Relativity emerged from bankruptcy in April 14, 2016.



The proposed settlement
with Relativity received opposition from certain of Relativity's creditors, and as a result Relativity decided not to submit the
settlement for bankruptcy court approval.  As a result, VII Peaks continued to defend the lawsuit. On March 1, 2016,
VII Peaks filed a motion for summary judgment to dismiss Relativity’s adversarial complaint. In June 2016, Relativity filed
a response to VII Peaks’ motion, and in July 2016 VII Peaks filed a reply to Relativity’s response.



On November 2, 2016,
Relativity filed a motion with the Bankruptcy Court to approve a settlement with VII Peaks under Bankruptcy Rule 9019. Under the
settlement, Relativity would dismiss all claims against VII Peaks and the funds it manages in consideration for the entry by Relativity
into an Output Distribution Agreement with Divine Distribution, LLC, an affiliate of VII Peaks. Under the Output Distribution Agreement,
Relativity grants two US output distribution slots per year for five years for films to be distributed by Relativity in exchange
for a prescribed fee. A hearing to approve the settlement agreement is scheduled for December 15, 2016. If the settlement is not
approved by the bankruptcy court, Relativity’s claims against VII Peaks will be assigned to a litigation trust created under
Relativity’s plan to hold and prosecute a variety of claims held by Relativity’s bankruptcy estate.



45







Item 1A. Risk Factors



There have been no material
changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2015.



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



Not applicable.



Item 3. Defaults Upon Senior Securities



Not applicable.



Item 4. Mine Safety Disclosures



Not applicable.



Item 5. Other Information



Not applicable.



46







Item
6. Exhibits



Listed below are the exhibits which are filed
as part of this report (according to the number assigned to them in item 601 of Regulation S-K):



|Exhibit Number |  | Description of Document                                                                                                                                                                 
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1*          |  | Certification of Chief Executive Officer pursuant to Rule 13a-14
    of the Securities Exchange Act of 1934, as amended.                                                                
|               |  |                                                                                                                                                                                         
|31.2*          |  | Certification of Chief Financial Officer pursuant to Rule 13a-14
    of the Securities Exchange Act of 1934, as amended.                                                                
|               |  |                                                                                                                                                                                         
|32.1*          |  | Certification of Chief Executive Officer pursuant to Section
    1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|               |  |                                                                                                                                                                                         
|32.2*          |  | Certification of Chief Financial Officer pursuant to Section
    1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



|* | Filed herewith.
|- | ---------------



47







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.



|                        | VII Peaks Co-Optivist Income BDC II, Inc.
|----------------------- | -----------------------------------------
|                        |                                          
|Date: November 14, 2016 | By                                       
|                        |                                          
|                        |                                          
|                        |                                          
|                        |                                          
|                        |                                          
|                        | VII Peaks Co-Optivist Income BDC II, Inc.
|                        |                                          
|Date: November 14, 2016 | By                                       
|                        |                                          
|                        |                                          
|                        |                                          
|                        |                                          
|                        |                                          



48