UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549










Form 10-Q/A

(Amendment No. 1)










| | 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  ̈
No x



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”, “smaller reporting company”, and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one):



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



If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.               ̈



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.





Explanatory
Note



This Amendment No. 1 on Form 10-Q/A to the
Quarterly Report on Form 10-Q of VII Peaks Co-Optivist Income BDC II, Inc. (the “Fund”) for the nine months ended September
30, 2016 (the “Quarterly Period”), as originally filed with the Securities and Exchange Commission (the “SEC”)
on November 14, 2016 (the “Original Report”), is being filed to amend Items 1, 2 and 4 of the Original Report to restate
the Fund’s previously issued financial statements for the Quarterly Period and to revise related disclosures, including “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” for the Quarterly Period and management’s
assessment of its internal controls and procedures.



As more fully described in Note 3 to the
accompanying financial statements, the restatement corrects an error in accounting for certain warrants received in connection
with direct loans made by the Fund. The restatement reflects an assignment of a cost to the warrants based upon their fair value
on the date of receipt to the total fair value of the debt and warrants received. The difference between the face amount of the
debt and its recorded cost resulting from the assignment of value to the warrants is to be treated as original issue discount
and accreted into interest income over the life of the loan.











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                                                                                             |     
|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                             | 29  
|Item 3.    | Quantitative and Qualitative Disclosures about Market Risk                                                        | 46  
|Item 4.    | Controls and Procedures                                                                                           | 46  
|PART II.   | OTHER INFORMATION                                                                                                 | 48  
|Item 1.    | Legal Proceedings                                                                                                 | 48  
|Item 1A.   | Risk Factors                                                                                                      | 48  
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                                                       | 48  
|Item 3.    | Defaults Upon Senior Securities                                                                                   | 49  
|Item 4.    | Mine Safety Disclosures                                                                                           | 49  
|Item 5.    | Other Information                                                                                                 | 49  
|Item 6.    | Exhibits                                                                                                          | 50  
|Signatures | 51                                                                                                               



2







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 $31,483 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                                          |  |                    | (22,099
|Net unrealized depreciation on investments                                                                                                       |  |                    | (1,814 
|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 Ended September
                                                                                30, 2016 |           |   | For
                                         the 
Three Months Ended September
                                                                                30, 2015 |   |           | For
                                         the 
Nine Months Ended September
                                                                               30, 2016 |  |   | For
                                         the 
Nine Months Ended September
                                         30, 2015 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------------------------------------------------------------------------------------------------------------------------------- | -
|                                                                                                                                                                     |  |                                                                                                                                                                         |           |   |                                                                                                                                                                         |   |           |                                                                                                                                                                       |  |   |                                                                                                                                 |  
|Investment income:                                                                                                                                                   |  |                                                                                                                                                                         |           |   |                                                                                                                                                                         |   |           |                                                                                                                                                                       |  |   |                                                                                                                                 |  
|Interest from investments                                                                                                                                            |  |                                                                                                                                                                         |           |   |                                                                                                                                                                         |   |           |                                                                                                                                                                       |  |   |                                                                                                                                 |  
|Non-controlled/non-affiliate investments                                                                                                                             |  | $                                                                                                                                                                       | 772       |   |                                                                                                                                                                         | $ | 721       |                                                                                                                                                                       |  | $ | 1,880                                                                                                                           |  
|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                                                                                                                                              |  |                                                                                                                                                                         | 959       |   |                                                                                                                                                                         |   | 851       |                                                                                                                                                                       |  |   | 2,334                                                                                                                           |  
|                                                                                                                                                                     |  |                                                                                                                                                                         |           |   |                                                                                                                                                                         |   |           |                                                                                                                                                                       |  |   |                                                                                                                                 |  
|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                                                                                                                                                |  |                                                                                                                                                                         | 305       |   |                                                                                                                                                                         |   | 240       |                                                                                                                                                                       |  |   | 308                                                                                                                             |  
|                                                                                                                                                                     |  |                                                                                                                                                                         |           |   |                                                                                                                                                                         |   |           |                                                                                                                                                                       |  |   |                                                                                                                                 |  
|Realized and unrealized gain (loss) on investments:                                                                                                                  |  |                                                                                                                                                                         |           |   |                                                                                                                                                                         |   |           |                                                                                                                                                                       |  |   |                                                                                                                                 |  
|Net realized gain (loss) from investments                                                                                                                            |  |                                                                                                                                                                         | (38       | ) |                                                                                                                                                                         |   | 142       |                                                                                                                                                                       |  |   | (13,341                                                                                                                         | )
|Net unrealized appreciation (depreciation)
    on investments                                                                                                        |  |                                                                                                                                                                         | 1,668     |   |                                                                                                                                                                         |   | (4,475    | )                                                                                                                                                                     |  |   | 19,674                                                                                                                          |  
|Net realized and unrealized
    gain (loss) on investments                                                                                                           |  |                                                                                                                                                                         | 1,630     |   |                                                                                                                                                                         |   | (4,333    | )                                                                                                                                                                     |  |   | 6,333                                                                                                                           |  
|                                                                                                                                                                     |  |                                                                                                                                                                         |           |   |                                                                                                                                                                         |   |           |                                                                                                                                                                       |  |   |                                                                                                                                 |  
|Net increase (decrease) in net assets resulting
    from operations                                                                                                  |  | $                                                                                                                                                                       | 1,935     |   |                                                                                                                                                                         | $ | (4,093    | )                                                                                                                                                                     |  | $ | 6,641                                                                                                                           |  
|                                                                                                                                                                     |  |                                                                                                                                                                         |           |   |                                                                                                                                                                         |   |           |                                                                                                                                                                       |  |   |                                                                                                                                 |  
|Per share information - basic and diluted:                                                                                                                           |  |                                                                                                                                                                         |           |   |                                                                                                                                                                         |   |           |                                                                                                                                                                       |  |   |                                                                                                                                 |  
|Net investment income                                                                                                                                                |  | $                                                                                                                                                                       | 0.05      |   |                                                                                                                                                                         | $ | 0.04      |                                                                                                                                                                       |  | $ | 0.05                                                                                                                            |  
|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                                                                                   |  | $                                            | 308       |   |                                              | $
|Net realized gain (loss) from investments                                                               |  |                                              | (13,341   | ) |                                              |  
|Net unrealized appreciation (depreciation) on investments                                               |  |                                              | 19,674    |   |                                              |  
|Net increase (decrease) in net assets from operations                                                   |  |                                              | 6,641     |   |                                              |  
|Stockholder distributions:                                                                              |  |                                              |           |   |                                              |  
|Distributions from net investment income                                                                |  |                                              | (313      | ) |                                              |  
|Distributions from net realized gain on investments                                                     |  |                                              | -         |   |                                              |  
|Distributions from paid in capital                                                                      |  |                                              | (2,756    | ) |                                              |  
|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 |  | $                                            | (22,099   | ) |                                              | $



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                                                                                |  |                                              | (272    | ) |                                              |  
|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                                                                              |  |                                              | (19,674 | ) |                                              |  
|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  |  |                    |   | 708    |                |  |   | 1,000               | 
|GeoCommerce, Inc.                               |  | Technology                                |  | 12.00%, 5/15/2018                                                                                                       |  |                                                                    | 1,500  |  |                    |   | 828    |                |  |   | 1,500               | 
|Nima, LLC                                       |  | Consumer Goods                            |  | 12.00%, 5/20/2018                                                                                                       |  |                                                                    | 2,000  |  |                    |   | 1,109  |                |  |   | 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 |  |                    | $ | 12,437 |                |  | $ | 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      |                |  |   | -                   | 
|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    |  |                    |   | 1,114  |                |  |   | 2,105               | 
|Nuverra Environmental Solutions, Inc. (c)       |  | Environmental Industries                  |  |                                                                                                                         |  |                                                                    | 61     |  |                    |   | -      |                |  |   | 1                   | 
|Nima, LLC(c)                                    |  | Consumer Electronics                      |  |                                                                                                                         |  |                                                                    | 2,000  |  |                    |   | 1,000  |                |  |   | 2,000               | 
|Education Management, LLC(c)                    |  | Services: Consumer                        |  |                                                                                                                         |  |                                                                    | 1,554  |  |                    |   | 876    |                |  |   | -                   | 
|Total Warrants                                  |  |                                           |  |                                                                                                                         |  |                                                                    |        |  |                    |   | 2,990  |                |  |   | 4,106               | 
|                                                |  |                                           |  |                                                                                                                         |  |                                                                    |        |  |                    |   |        |                |  |   |                     | 
|Sub Total Equity Securities                     |  |                                           |  |                                                                                                                         |  |                                                                    |        |  |                    | $ | 5,002  |                |  | $ | 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)              |  |                                           |  |                                                                                                                         |  |                                                                    |        |  |                    | $ | 37,411 |                |  | $ | 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-OptivistTMIncome 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.



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.





11







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.



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 $1.0 million and $2.3 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. Restatement of previously issued financial statements.



We determined that
we had incorrectly accounted for certain warrants received in connection with direct loans that we made. Specifically, we did not
assign a cost to the warrants based upon their fair value on the date of receipt relative to the total fair value of the debt and
warrants received. The difference between the face amount of the debt and its recorded cost resulting from the assignment of value
to the warrants is to be treated as original issue discount, and accreted into interest income over the life of the loan. For the
quarter ended September 30, 2016, compared to what was previously reported, our restated net investment income increased by $174,083
and our unrealized appreciation decreased by the same amount. There was no effect on our net asset value per share (NAV) for the
period.



We have restated
our financial statements and related footnotes for the three and nine months ended September 30, 2016. The following
tables reconcile the amounts as previously reported in the applicable financial statement to the corresponding restated
amounts included in this Quarterly Report on Form 10-Q/A (in thousands, except per share data).



|                                                                                                            |  | As of September 30, 2016                      |        
|----------------------------------------------------------------------------------------------------------- |  | --------------------------------------------- | -------
|                                                                                                            |  | As previously reported                        |        
|Statement of Assets and Liabilities                                                                         |  |                                               |        
|Accumulated distribution in excess of net investment income and net realized gain
    (loss) on investments |  | $                                             | (22,358
|Net unrealized depreciation on investments                                                                  |  |                                               | (1,555 
|                                                                                                            |  |                                               |        
|                                                                                                            |  | For the Three Months Ended September 30, 2016 |        
|                                                                                                            |  | As previously reported                        |        
|Statement of Operations                                                                                     |  |                                               |        
|Interest from investments                                                                                   |  | $                                             | 758    
|Net unrealized appreciation on investments                                                                  |  |                                               | 1,842  
|Net Investment Income                                                                                       |  |                                               | 131    
|                                                                                                            |  |                                               |        
|                                                                                                            |  | For the Nine Months Ended September 30, 2016  |        
|                                                                                                            |  | As previously reported                        |        
|Statement of Operations                                                                                     |  |                                               |        
|Interest from investments                                                                                   |  | $                                             | 2,014  
|Net unrealized appreciation on investments                                                                  |  |                                               | 19,933 
|Net Investment Income                                                                                       |  |                                               | 49     





13







Note 4. 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.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





14







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 net present value amount (discounted) calculated based on an appropriate discount rate.



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.



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 | 





15







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.



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.





16







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



|                                  |  | Fair ValueatDecember31, 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 appreciation  (depreciation) for Investments held as of
    September  30, 2016 | 
|--------------------------------- |  | ---------------------------- | ----- |  | ------------------------ | - | --- | ---------------- |  | - | --------------------------------- | - |  | --------------------------------------------------------------------- | ----- |  | ------------------------------------------ | - | --- | ------------------------------------------------------------------------ |  | - | -------------------------------------------------------------------------------------------------------- | 
|Senior Secured First Lien Debt    |  | $                            | 2,525 |  |                          | $ | -   |                  |  | $ | (525                              | ) |  | $                                                                     | 5,386 |  |                                            | $ | 259 |                                                                          |  | $ | 1,855                                                                                                    | 
|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                               |   |  |                                                                       | 2,114 |  |                                            |   | -   |                                                                          |  |   | 2,845                                                                                                    | 
|Total                             |  | $                            | 5,791 |  |                          | $ | 651 |                  |  | $ | -                                 |   |  | $                                                                     | 7,788 |  |                                            | $ | 262 |                                                                          |  | $ | 4,789                                                                                                    | 



(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 $4.9 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(SalesandSettlement)(1) |  |   | Amortization
    and  Accretion of Fixed Income Premiums  and Discounts |  |  | Realized
    and Unrealized Gains (Losses) |     |   | Fair ValueatDecember 31,
                                         2015 |   |        | Change
                                         inUnrealizedappreciation(depreciation) 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.



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 |  |                         |             |                        |                                           |      |   |        |         | 





17







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



|                                |  |            |       |  |                         |             |                        |                                           |      |   |       | Range   | 
|------------------------------- |  | ---------- | ----- |  | ----------------------- | ----------- | ---------------------- | ----------------------------------------- | ---- | - | ----- | ------- | 
|                                |  | Fair Value |       |  | Valuation
    Technique |             | Unobservable
    Input |                                           | 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.).



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    |  |                               | 12,437 |  |                           |   | 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                 |  |                               | 5,002  |  |                           |   | 8,665  |                                           | 
|Total                             |  | $                             | 37,411 |  |                           | $ | 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 |                                           | 





18







Note 5. 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.



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.





19







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.



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 6. 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.





20







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 7. 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.



Note 8. 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      |  |                                               | $





21







|                                                                          |  | 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 9. 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.



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.





22







Note 10.  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:



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 |  |            |   | 305   |             |  |   | —         |  |  |       | 1,042 |  |         |   | 1,347  |      | 
|TOTAL                                  |  | $             | 3.234907 |  |            | $ | 3,178 |             |  | $ | 986       |  |  | $     | 8,480 |  |         | $ | 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.





23







*** 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 $4 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 allocation
of the distributions between net investment income and return of capital are different than previously reported as a result of
the correction of an accounting error.



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 |  |            |  | 23 | %           |  |  | —       | %



* Includes a special
distribution of $0.077 per share.



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 |  | $                                        | 313   |  |                                  |  | 10.2  | %                                  |  | $ | 830                              | 
|Distributions from realized gains        |  |                                          | —     |  |                                  |  | —     |                                    |  |   | 425                              | 
|Distributions from paid in capital       |  |                                          | 2,756 |  |                                  |  | 89.8  |                                    |  |   | 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.





24







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)



|     |  | OfferingExpenses |     |  | Net InvestmentIncome (Loss)excludingoffering costs |   |       | % Distributionfrom NetInvestmentIncome (Loss)excludingoffering costs |  |  | % Distributionsfrom RealizedGains excludingoffering costs |   |  | % Distributionsfrom Paid InCapitalexcludingoffering costs |   
|---- |  | ---------------- | --- |  | -------------------------------------------------- | - | ----- | -------------------------------------------------------------------- |  |  | --------------------------------------------------------- | - |  | --------------------------------------------------------- | --
|2016 |  | $                | —   |  |                                                    | $ | 313   |                                                                      |  |  | 10                                                        | % |  |                                                           | — 
|2015 |  | $                | 96  |  |                                                    | $ | 926   |                                                                      |  |  | 21                                                        | % |  |                                                           | 9 
|2014 |  | $                | 352 |  |                                                    | $ | 1,171 |                                                                      |  |  | 37                                                        | % |  |                                                           | 5 
|2013 |  | $                | 322 |  |                                                    | $ | 1,120 |                                                                      |  |  | 66                                                        | % |  |                                                           | 23
|2012 |  | $                | 142 |  |                                                    | $ | 292   |                                                                      |  |  | 100                                                       | % |  |                                                           | — 



Note 11.  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                                                |  |                                              | 0.05      |   |                                              |  
|Net realized gain (loss) on investments                              |  |                                              | (2.14     | ) |                                              |  
|Net unrealized gain (loss) on investments                            |  |                                              | 3.15      |   |                                              |  
|Net increase (decrease) in net assets resulting from operations      |  |                                              | 1.06      |   |                                              |  
|                                                                     |  |                                              |           |   |                                              |  
|Stockholder distributions (2)                                        |  |                                              |           |   |                                              |  
|Distributions from net investment income                             |  |                                              | (0.05     | ) |                                              |  
|Distributions from realized gains                                    |  |                                              | -         |   |                                              |  
|Distributions from capital                                           |  |                                              | (0.44     | ) |                                              |  
|                                                                     |  |                                              |           |   |                                              |  
|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)             |  |                                              | 1.35      | % |                                              |  
|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 12.  Subsequent
Events



On May 23, 2016,
the Board of Directors of the Fund approved resolutions 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. On September 29, 2016,
the Fund filed a final proxy statement with the SEC to submit the reorganization to a vote of shareholders. The final proxy statement
was submitted for shareholder approval on October 7, 2016 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.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The annual shareholder
meeting was adjourned twice during the fourth quarter of 2016 as the proxy voting did not reach a quorum. During the last week
of December 2016, a quorum was reached and the shareholders approved the conversion to an Interval Fund. Management anticipates
the completion of the conversion during the second quarter of 2017. In the meantime, the Fund will continue to operate as a BDC.





26











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.



On January 11, 2017,
the Fund signed a senior secured loan agreement to invest $2.0 million in Digital Golf Technologies, LLC. The loan agreement specifies
that the investment will be made in four draws of $0.5 million per draw. The initial draw of $0.5 million was made on January 17,
2017 and the second draw was made on March 3,2017. The two remaining draws are due on or around June 1, 2017 and September
1, 2017. In conjunction with this investment, the Fund will also receive, per $0.5 million draw, a Warrant to purchase 11,111 Series
A Preferred Units for an aggregate purchase price of $1.00 in total with an aggregate value of $0.05 million. In the first quarter
2017, the Fund received warrants to purchase a total of 22,222 Series A Preferred Units.



On January 12, 2017,
the Fund sold $0.6 million par value of investments in APX Group, Inc.'s 8.75% senior unsecured notes at the rate of $102.50.



On January 23, 2017
the Board of Directors of the Fund declared one monthly distribution, and voted to keep the annual distribution rate at 7.35% of
the current $8.75 gross offering price. The distribution was to stockholders of record on January 23, 2017, and was paid on January
30, 2017.



On January 24, 2017,
Goodman Networks, Inc. entered into a restructuring support agreement of the company's 12.125% senior secured notes due 2018. The
restructuring support agreement sets forth the commitment of the company, the consenting noteholders, and the consenting equity
holders to support a comprehensive restructuring of over $325.0 million of the company’s long term debt. The restructuring
will be effectuated no later than February 27, 2017, through a joint prepackaged plan of reorganization to be filed under chapter
11 of the Bankruptcy Code in the United States Bankruptcy Court.



On February 1, 2017,
APX Group Holdings, Inc. issued an additional $300.0 million aggregate principal amount of 7.875% senior secured notes due 2022.
The net proceeds from this offering are intended to redeem $300.0 million aggregate principal amount of its 6.375% senior secured
notes due 2019. In connection to the same redemption, $0.3 million of Fund's 6.375% senior secured notes were partially called
at the rate of $103.188 on January 23, 2017.



On February 6, 2017,
iHeartCommunications, Inc. announced the expiration of its private offer to holders of outstanding 10.0% senior notes due 2018
to exchange outstanding notes for newly-issued 11.25% priority guarantee notes due 2021. The Fund submitted its consent to accept
the exchange offer on February 7, 2017.



On February 6, 2017,
the Fund submitted its consent to receive 128.40 shares of the new reorganized holding common stock for every $1,000 in principal
amount of unexchanged 10.75% senior secured second lien Logan's Roadhouse, Inc. notes.





27







On February 16, 2017,
the Fund made an additional investment of $0.45 million in a senior secured first lien loan to Nima, LLC.



On February 16, 2017,
the Board of Directors of the Fund declared one monthly distribution, and voted to keep the annual distribution rate at 7.35% of
the current $8.75 gross offering price. The distribution was to stockholders of record on February 16, 2017, and was paid on February
28, 2017.



On February 27, 2017,
the Board of Directors of the Fund declared one monthly distribution, and voted to keep the annual distribution rate at 7.35% of
the current $8.75 gross offering price. The distribution was to stockholders of record on March 1, 2017, and was paid on March
30, 2017.



On April 6, 2017, the
Fund made an additional investment of $0.5 million in a senior secured first lien loan to Nima, LLC.



On April 7, 2017, the
Fund made an investment of $1.34 million in a senior secured first lien loan to Vieste Group, LLC. In conjunction with this investment,
the Fund received a Warrant to purchase 94,628.5017 Class A Units for an aggregate purchase price of $1.00 in total with an aggregate
value of $0.1 million.



On April
24, 2017 the Board of Directors of the Fund declared one monthly distribution, and voted to keep the annual distribution rate
at 7.35% of the current $8.75 gross offering price. The distribution was to stockholders of record on April 24, 2017, and was
paid on April 28, 2017.



On May 22, 2017, the
Board of Directors of the Fund declared two monthly distributions, and voted to keep the annual distribution rate at 7.35% of
the current $8.75 gross offering price. The distributions will be paid to stockholders of record on May 22, 2017, payable on May
30, 2017; and to stockholders of record on June 1, 2017, payable on June 30, 2017.



28







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.





29







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.





30







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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





31







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.



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.





32







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.



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.





33







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 $37.4 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.



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.
| | --- | --------------------------------------------------------------------------------





34







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.





35







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.



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



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.





36







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                                         |  | $                                             | 959   |   |                                               | $
|Total operating expenses                                        |  |                                               | 654   |   |                                               |  
|Net investment income                                           |  |                                               | 305   |   |                                               |  
|Net realized gain (loss) from investments                       |  |                                               | (38   | ) |                                               |  
|Net unrealized appreciation (depreciation) on investments       |  |                                               | 1,668 |   |                                               |  
|                                                                |  |                                               |       |   |                                               |  
|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                                         |  | $                                            | 2,334   |   |                                              | $
|Total operating expenses                                        |  |                                              | 2,026   |   |                                              |  
|Net investment income                                           |  |                                              | 308     |   |                                              |  
|Net realized gain (loss) from investments                       |  |                                              | (13,341 | ) |                                              |  
|Net unrealized appreciation (depreciation) on investments       |  |                                              | 19,674  |   |                                              |  
|                                                                |  |                                              |         |   |                                              |  
|Net increase (decrease) in net assets resulting from operations |  | $                                            | 6,641   |   |                                              | $



Revenues



We generated
investment income of $1.0 million and $2.3 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 $0.9 million and $2.3 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.





37







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 |  |                                               | $





38







|                                                                                   |  | 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 $0.3 million and $0.2 million for the three months ended September 30, 2016 and 2015, respectively. Our net investment
income totaled $0.3 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 $1.0 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 $2.3 million and $3.2 million, respectively. For the same periods, the total investment income
included $0.06 million and $0.5 million of non-recurring fees.



The increase 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 increase in interest revenue. 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.





39







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 $1.7 million and $19.7 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 $2.0 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 





40







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.



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 $1.7 million and $19.7 million, respectively, and net investment income of $0.3 million and $0.3 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 $19.7 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.





41







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.



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.





42







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 |  |            |  | 23 | %           |  |  | —       | %



* 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 $4 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 allocation
of the distributions between net investment income and return of capital are different than previously reported as a result of
the correction of an accounting error.



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.





43







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.



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
                                         months ended September
                                         30,  2016 |       |  | Year
                                         endedDecember 31, 2015 |  |       | Year
                                         endedDecember 31, 2014 |  |   | Year
                                         ended December
                                         31, 2013 | 
|---------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------- | ----- |  | -------------------------------------------------------------------- |  | ----- | -------------------------------------------------------------------- |  | - | -------------------------------------------------------------------------------------------------------------- | 
|Distributions from net investment income |  | $                                                                                                                       | 313   |  |                                                                      |  | 10.2  | %                                                                    |  | $ | 830                                                                                                            | 
|Distributions from realized gains        |  |                                                                                                                         | —     |  |                                                                      |  | —     |                                                                      |  |   | 425                                                                                                            | 
|Distributions from paid In capital       |  |                                                                                                                         | 2,756 |  |                                                                      |  | 89.8  |                                                                      |  |   | 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.





44







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:



|     |  | OfferingExpenses |     |  | Net InvestmentIncome (Loss)excludingoffering costs |   |       | % Distributionfrom NetInvestmentIncome (Loss)excludingoffering costs |  |  | % Distributionsfrom RealizedGains excludingoffering costs |   |  | % Distributionsfrom Paid InCapitalexcludingoffering costs |   
|---- |  | ---------------- | --- |  | -------------------------------------------------- | - | ----- | -------------------------------------------------------------------- |  |  | --------------------------------------------------------- | - |  | --------------------------------------------------------- | --
|2016 |  | $                | —   |  |                                                    | $ | 313   |                                                                      |  |  | 10                                                        | % |  |                                                           | — 
|2015 |  | $                | 96  |  |                                                    | $ | 926   |                                                                      |  |  | 21                                                        | % |  |                                                           | 9 
|2014 |  | $                | 352 |  |                                                    | $ | 1,171 |                                                                      |  |  | 37                                                        | % |  |                                                           | 5 
|2013 |  | $                | 322 |  |                                                    | $ | 1,120 |                                                                      |  |  | 66                                                        | % |  |                                                           | 23
|2012 |  | $                | 142 |  |                                                    | $ | 292   |                                                                      |  |  | 100                                                       | % |  |                                                           | 0 



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 5 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.





45







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.



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



We did not make any
changes 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.





46







However,
subsequent to September 30, 2016, our Board of Directors elected to restate our financial statements for the three and six
months ended June 30, 2016, and for the three and nine months ended September 30, 2016, in order to correct an error in the
accounting for certain warrants received in connection with direct loans that we made. Specifically, we did not assign a cost
to the warrants based upon their fair value on the date of receipt relative to the total fair value of the debt and warrants
received. The difference between the face amount of the debt and its recorded cost resulting from the assignment of value to
the warrants is to be treated as original issue discount, and accreted into interest income over the life of the loan. The
change will result in an increase in net investment income, and a decrease in unrealized appreciation in the same amount, in
each period, and will have no impact on our net asset value per share, as previously reported. Management previously
concluded that its disclosure controls were effective for those periods. In response, in 2017 we implemented additional
controls whereby officers will seek outside guidance in regard to accounting for transactions that we have not historically
engaged in and which present novel issues. We will also obtain third party valuations of certain Level III assets in certain
situations to corroborate managements’ internal valuations or guide management in valuing such assets. We believe the
material deficiency has been remediated by the additional controls and procedures that have been implemented.



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.



47







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.



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.





48







Item 3. Defaults Upon Senior Securities



Not applicable.



Item 4. Mine Safety Disclosures



Not applicable.



Item 5. Other Information



Not applicable.



49







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.
| | - | ---------------



50







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: May 25, 2017 | By                                       
|                   |                                          
|                   |                                          
|                   |                                          
|                   |                                          
|                   |                                          
|                   | VII Peaks Co-Optivist Income BDC II, Inc.
|                   |                                          
|Date: May 25, 2017 | By                                       
|                   |                                          
|                   |                                          
|                   |                                          
|                   |                                          
|                   |                                          



51