<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
Venture Lending & Leasing II, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
VENTURE LENDING & LEASING, INC.
VENTURE LENDING & LEASING II, INC.
-------------------------
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 15, 2000
-------------------------
To the Shareholders of Venture Lending & Leasing, Inc. and Venture Lending &
Leasing II, Inc:
A Joint Annual Meeting of the Shareholders of Venture Lending & Leasing,
Inc. ("Fund I") and Venture Lending & Leasing II, Inc. ("Fund II") (each, a
"Fund" and collectively, the "Funds") will be held at 9:00 AM, Pacific time, on
November 15, 2000, at the offices of Westech Investment Advisors, Inc., 2010
North First Street, Suite 310, San Jose, CA 95131, to consider and vote on the
following matters:
1) With respect to shareholders of Fund I, electing the eight members of
the Board of Directors of Fund I;
2) With respect to shareholders of Fund II, electing the seven members of
the Board of Directors of Fund II;
3) With respect to both Funds, ratifying the selection of Arthur Andersen
LLP as the Fund's independent auditors.
Each shareholder that owned shares of a Fund on the close of business on
October 9, 2000 is entitled to vote at this meeting. Shareholders may attend and
vote at the meeting in person, or may complete, date and sign the enclosed proxy
card and return it in the postpaid envelope provided. A shareholder that
executes a proxy card may nevertheless attend the meeting and vote in person.
By order of the Board of Directors of each Fund
RONALD W. SWENSON
CHAIRMAN OF THE BOARD OF EACH FUND
October 23, 2000
IF YOU PLAN TO ATTEND OUR MEETING IN PERSON,
PLEASE CALL FRAN GARCIA AT (212) 332-5106
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
PLEASE COMPLETE THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT
IN THE ENVELOPE PROVIDED.
<PAGE>
VENTURE LENDING & LEASING, INC.
VENTURE LENDING & LEASING II, INC.
2010 NORTH FIRST STREET, SUITE 310
SAN JOSE, CA 95131
------------------------
PROXY STATEMENT
JOINT ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 15, 2000
------------------------
INTRODUCTION
The Boards of Directors of Venture Lending & Leasing, Inc. ("Fund I") and
Venture Lending & Leasing II, Inc. ("Fund II") (each, a "Fund" and collectively,
the "Funds") have issued this proxy statement to solicit proxies for use at the
Joint Annual Meeting of the Shareholders of the Funds to be held at 9:00 AM,
Pacific time, on November 15, 2000, at the offices of Westech Investment
Advisors, Inc., 2010 North First Street, Suite 310, San Jose, CA 95131, and at
any adjournments thereof (collectively, the "Meeting"). This Proxy Statement,
together with a Notice of Annual Meeting and Proxy Card, will be first mailed on
or about October 10, 2000.
On October 9, 2000, the record date for the Meeting ("Record Date"), there
were 48,318.58 shares of Common Stock, $.001 par value ("Shares") of Fund I
outstanding and entitled to vote, and 101,159.119 Shares of Fund II outstanding
and entitled to vote. Each full Share is entitled to one vote, and each
fractional Share is entitled to the identical fraction of one vote.
For a shareholder's Shares to be represented at the Meeting, the
shareholder must allow sufficient time for the proxy to be received by November
13, 2000. Shareholders may attend and vote at the meeting in person, or may
complete, date and sign the enclosed proxy card and return it in the postpaid
envelope provided. A shareholder may revoke a proxy at any time before it is
exercised by notifying the Secretary of the relevant Fund in writing at the
above address, or by attending the meeting and voting in person.
If the enclosed proxy is properly executed and returned in time to be voted
at the Meeting, the Shares represented thereby will be voted in accordance with
the instructions marked thereon. Unless a shareholder marks a proxy with
contrary instructions, a proxy will be voted "for" the matters listed in the
accompanying Notice of Annual Meeting of Shareholders and "for" any other
matters deemed appropriate. If a proxy is properly executed and returned
accompanied by instructions to withhold authority to vote or is marked with an
abstention (collectively "abstentions"), the Shares represented thereby will be
considered to be present at the Meeting for the purpose of determining the
existence of a quorum for the transaction of business. Abstentions will not
constitute a vote "for" or "against" a matter and will be disregarded in
determining the "votes cast" on an issue. Therefore, with respect to all
Proposals, abstentions will be disregarded and will have no effect on the
approval of the Proposals.
A majority of the Shares of each Fund must be present in person or by proxy
to constitute a quorum to transact business at the Meeting with respect to that
Fund. If a quorum is not present at the
<PAGE>
Meeting, or if a quorum is present but sufficient votes to approve one or more
of the Proposals are not received, the persons named as proxies may propose one
or more adjournments to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of the Shares of the
relevant Fund represented at the Meeting in person or by proxy. The persons
named as proxies will vote those proxies which they are required to vote "for"
any such Proposal in favor of such adjournment, and will vote those proxies
which they are required to vote "against" any such Proposal against such
adjournment. A shareholder vote may be taken on one or more of the Proposals in
this proxy statement prior to such adjournment if sufficient votes have been
received.
Proposals 1 and 2 require for approval a plurality of all votes cast by the
relevant Fund's shareholders at a meeting at which a quorum is present, and
Proposal 3 requires for approval a majority of all votes cast by each respective
Fund's shareholders at a meeting at which a quorum is present.
Annex A to this Proxy Statement sets forth information about those
shareholders and "groups" of shareholders (as that term is used in Section 13
(d) of the Securities Exchange Act of 1934 ("Exchange Act")), who beneficially
owned more than 5% of the outstanding Shares of each Fund as of the Record Date,
and about the Share ownership of the Board of Directors and executive officers
of each Fund.
Proxy solicitation will be made primarily by mail, but proxy solicitations
also may be made by telephone calls or personal meetings conducted by officers
and employees of the Funds, Westech Investment Advisors, Inc. ("Westech
Investment Advisors") and Siguler Guff Advisers, L.L.C. ("Siguler Guff
Advisers"). The costs of the proxy solicitation and the preparation of this
proxy statement will be borne by the Funds.
The Annual Report for each Fund for its fiscal year ended June 30, 2000 has
previously been mailed to each Fund's shareholders.
ELECTION OF DIRECTORS (PROPOSALS 1 AND 2) - GENERAL MATTERS
All the nominees have consented to serve as directors of the Fund for which
they have been nominated if elected. If elected, each nominee will serve until
the next annual meeting of shareholders or until his successor is elected and
shall have qualified. Unless a shareholder gives contrary instructions on the
proxy card, Shares voted by proxy will be voted in favor of the election of
these nominees. If any of the nominees should withdraw or otherwise become
unavailable for election, Shares represented by proxy will be voted in favor of
such other nominee whom management recommends.
These nominees, if elected, will constitute the entire Boards of Directors
of the respective Funds. To be elected, each nominee must receive the favorable
vote of a plurality of the Shares of the respective Funds represented at the
Meeting in person or by proxy.
The Independent Directors of each Fund constitute its Audit Committee. The
Audit Committee reviews the scope and results of each Fund's annual audit with
that Fund's independent auditors and recommends the engagement of auditors. The
Fund's Independent Directors each receive an annual fee from each Fund of
$10,000. Such directors also are reimbursed by the Fund for their expenses in
attending meetings of the Board of Directors or any committee thereof and
receive a fee for attendance in
2
<PAGE>
person at any meeting at a per diem rate of $1,000. The Fund's directors who are
"interested persons" of the Fund, as defined in the 1940 Act, receive no
compensation from the Fund for their services as directors. The following table
shows the compensation of the independent directors from Fund I, Fund II and
Fund III during the period ended June 30, 2000:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
COMPENSATION OF INDEPENDENT DIRECTORS OF FUND I AND FUND II
-------------------------------------------------------------------------------------------------------------------
DIRECTOR FUND I FUND II FUND III TOTAL
-------------------------------- ----------------------- ---------------------- ---------------------- ------------
<S> <C> <C> <C> <C>
Arthur Aeder -- $10,500 --
-------------------------------- ----------------------- ---------------------- ---------------------- ------------
John Cogan $11,000 --
-------------------------------- ----------------------- ---------------------- ---------------------- ------------
J. Michael Egan $10,500
-------------------------------- ----------------------- ---------------------- ---------------------- ------------
S. Allan Johnson -- $10,500 --
-------------------------------- ----------------------- ---------------------- ---------------------- ------------
Scott Malpass $10,000 -- --
-------------------------------- ----------------------- ---------------------- ---------------------- ------------
Louis Moelchert -- $10,500 --
-------------------------------- ----------------------- ---------------------- ---------------------- ------------
Roger Smith $10,500 --
-------------------------------- ----------------------- ---------------------- ---------------------- ------------
Arthur Spinner $10,000 --
-------------------------------- ----------------------- ---------------------- ---------------------- ------------
George Von Gehr $10,500 --
-------------------------------- ----------------------- ---------------------- ---------------------- ------------
</TABLE>
Proposal 1 and Proposal 2 each require for approval a plurality of all
votes cast by the respective Fund's shareholders at a meeting at which a quorum
is present
PROPOSAL 1
TO ELECT EIGHT DIRECTORS OF FUND I
Listed on the following page is the name, age, year of election and
principal occupation during the past five years of each nominee for election to
the Board of Directors of Fund I. Nominees who are "interested persons" are
indicated by an asterisk.
3
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH FUND AGE DIRECTOR OCCUPATION DURING PAST FIVE YEARS
SINCE
<S> <C> <C> <C>
John F. Cogan, Director 53 1995 Senior Fellow, The Hoover Institution, Stanford University,
since 1983; Professor, Public Policy, Stanford University (by
courtesy); director of Fund II.
J. Michael Egan 47 1995 President, Chief Executive Officer, Bluebird Development,
L.L.C. since 1996; Partner, Sanderling Ventures (venture
capital firm) 1992-1996 ; prior positions as Chief Executive
Officer, board member and senior management in several medical
device companies; director of Venture Lending & Leasing III,
Inc. ("Fund III")
Salvador O. Gutierrez, 57 1995 President and Director; Senior Vice President, Westech
Director and President* Investment Advisors since 1994, and Senior Vice President,
Western Technology Investment since 1987; director of Fund II
and Fund III.
Scott C. Malpass, Director 38 1994 Vice President for Finance and Chief Investment Officer, and
other positions, with University of Notre Dame since 1988.
Concurrent appointment as an Assistant Professor of Finance
and Business Economics to the University's College of Business
Administration.
Roger V. Smith, Director 58 1994 Founder and President, Smith Venture Group (advisory services
for venture capital companies) since 1994. Various positions
with Silicon Valley Bank, including President and Vice
Chairman, from 1983 to 1994; director of Fund III.
Arthur Spinner, Director 50 1996 Managing Partner, Spinner Asset Management since 1993; Chairman
of the Board, Spinner Global Technology Fund since 1993;
General Partner of Hambro International Equity Partners since
1981; Director, Rainifinity since 1998; director of Fund III.
Ronald W. Swenson, 55 1994 CEO and Director; President Westech Investment Advisors since
Director, Chairman and 1994, and President and Director, Western Technology since 1980;
Chief Executive Officer* director of Fund II and Fund III.
George Von Gehr, Director 59 1994 Managing Partner, Alliant Partner (M&A advisory services for
venture capital companies) since 1990; director of Fund II.
</TABLE>
During the fiscal year ended June 30, 2000, the Board of Fund I met four
times and the Audit Committee met once. All directors other than Messrs. Malpass
and Spinner attended at least 75% of the Board meetings held during the last
fiscal year.
---------------
* "Interested person" (as defined in the 1940 Act) of the Fund.
4
<PAGE>
PROPOSAL 2
TO ELECT SEVEN DIRECTORS OF FUND II
Listed on the following page is the name, age, year of election and
principal occupation during the past five years of each nominee for election to
the Board of Directors of Fund II. Nominees who are "interested persons" are
indicated by an asterisk.
<TABLE>
<CAPTION>
NAME AND POSITION WITH FUND AGE DIRECTOR OCCUPATION DURING PAST FIVE YEARS
SINCE
<S> <C> <C> <C>
Arthur Aeder, Director 74 1997 President of Mariner Management Corporation; Vice
Chairman, Kisco Management Corporation; Director of
Sanford C. Bernstein Funds, Inc.
John F. Cogan, Director 53 1995 Senior Fellow, The Hoover Institution, Stanford
University, since 1983; Professor, Public Policy, Stanford
University (by courtesy); director of Fund I.
Salvador O. Gutierrez, Director 57 1997 President and Director; Senior Vice President, Westech
and President* Investment Advisors since 1994, and Senior Vice President,
Western Technology Investment since 1987; director
of Funds I and III.
S. Allan Johnson, Director 62 1997 Co-founder of Western Technology Investment in San Jose;
currently consults and invests in medical and information
technology companies. Currently serves on the Boards of
Sleep Solutions, Inc., Polyoptimum, Inc.
Louis Moelchert, Director 58 1997 Vice President for Investments at the University of
Richmond; Board member and former chairman of the board of
The Common Fund; Chairman of the Investment Advisory
Committee of the Virginia State Retirement System;
President of Private Advisors, LLC.
Ronald W. Swenson, Director, 55 1994 CEO and Director; President Westech Investment Advisors
Chairman and Chief Executive since 1994, and President and Director, Western Technology
Officer* since 1980; director of Funds I and III.
George Von Gehr, Director 59 1994 Managing Partner, Alliant Partner (M&A advisory services
for venture capital companies) since 1990; director of
Fund I.
</TABLE>
During the fiscal year ended June 30, 2000, the Board of Fund II met
four times and the Audit Committee met once. All directors other than Mr.
Moelchert attended at least 75% of the Board meetings held during the last
fiscal year.
-------------
* "Interested person" (as defined in the 1940 Act) of the Fund.
5
<PAGE>
PROPOSAL 3
TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP AS THE FUND'S INDEPENDENT
AUDITORS
Arthur Andersen LLP, Suite 1100, 101 Second Street, San Franciscio, CA
94105-3601, has served as each Fund's independent auditors since its inception
and has been selected to serve in this capacity for each Fund's current fiscal
year by each Fund's Independent Directors. Arthur Andersen LLP has informed each
Fund that it has no direct or indirect financial interest in the Fund, Westech
Investment Advisors or Siguler Guff Advisors or any of their affiliates. It is
not expected that a representative of Arthur Andersen LLP will be available at
the Meeting, but a representative would have an opportunity to make a statement
if he chose to attend.
Proposal 3 requires for approval, with respect to each Fund, the
affirmative vote of a majority of the votes cast by the Fund's shareholders at a
meeting at which a quorum is present.
THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF ARTHUR
ANDERSEN LLP AS THE FUND'S INDEPENDENT AUDITORS.
OTHER INFORMATION
MANAGERS. Fund I is a party to a Management Agreement, dated as of December
22, 1995 and Fund II is a party to a Management Agreement, dated as of September
8, 1997 (each, a "Management Agreement") between the Fund on the one hand, and
Westech Investment Advisors and Siguler Guff Advisers on the other hand. Each
Management Agreement was last approved by the relevant Fund's Board of Directors
at a meeting held on September 28, 2000. The Fund I Management Agreement was
approved by the Fund's shareholders at a meeting held on September 26, 1995, and
the Fund II Management Agreement was approved by the Fund's initial shareholder
on November 11, 1998. During the Fund's fiscal year ending June 30, 2000, the
following compensation was paid to Westech Investment Advisors and Siguler Guff
Advisers pursuant to the terms of the Management Agreement:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Fund I Fund II
--------------------------------------------------- -------------------------------------------------
<S> <C> <C> <C>
Management Fee Incentive Fee Management Fee Incentive Fee
-------------------------- ------------------------ ------------------------ ------------------------
$2,327,613 $45,568,119 $3,189,655 --
-------------------------- ------------------------ ------------------------ ------------------------
</TABLE>
6
<PAGE>
Westech Investment Advisors, the Investment Manager, is a corporation that
is a registered investment adviser under the Investment Advisers Act of 1940
("Advisers Act"). Messrs. Swenson and Gutierrez are executive officers of
Westech Investment Advisors, and each own 50% of its voting securities. Westech
Investment Advisor's principal business address, and the principal business
address of Messrs. Swenson and Gutierrez, is 2010 North First Street, Suite 310,
San Jose, CA 95131.
Siguler Guff Advisers, the Fund Manager, is a limited liability company
that is a registered investment adviser under the Advisers Act. 100% of the
voting securities of Siguler Guff Advisers are beneficially owned, through
holding companies, as follows: 45% by George W. Siguler, 45% by Drew J. Guff and
10% by Donald P. Spencer. A portion of the holdings of Messrs. Siguler, Guff and
Spencer listed above are held in trust for their minor children. The principal
business address of Siguler Guff Advisers, and the principal business address of
Messrs. Siguler, Guff and Spencer, is Rockefeller Center, 630 Fifth Avenue, 16th
Floor, New York, NY 10111.
EXECUTIVE OFFICERS OF THE FUND; ADVISORY DIRECTOR. The following are the
executive officers of each Fund other than Messrs. Swenson and Gutierrez.
<TABLE>
<CAPTION>
NAME AND POSITION WITH FUND AGE PRINCIPAL OCCUPATION AND BUSINESS HISTORY
<S> <C> <C>
George W. Siguler, Executive Vice President 52 Managing Director, Siguler Guff Advisers and affiliates
and Advisory Director since 1995; Managing Director of Mitchell Hutchins
c/o Siguler Guff Advisers Institutional Investors from 1991 to 1995; Director and
Rockefeller Center President of Associated Capital Advisers, Inc.
630 Fifth Avenue, 16th Floor (investment management firm) from 1990 through 1991 and
New York, NY 10111 Vice Chairman and a director of Monarch Capital
Corporation (financial services holding company) from
1984 through 1991; Director, NovaCare Inc.
Brian R. Best, Vice President Chief Financial 34 Various positions with Westech since 1997; Director of
Officer and Secretary Finance and Investment Advisors Administration for
c/o Westech Investment Advisors Decisis Corporation (start-up software company) from
2010 North First Street, Suite 310, 1995 to 1996; various finance positions at Ross
San Jose, CA 95131 Systems, Inc. from 1990 to 1994; various positions,
Ernst & Young from 1988 to 1990.
Donald P. Spencer, Vice President and 44 Managing Director, Siguler Guff Advisers and affiliates
Assistant Secretary since 1995; Senior Vice President (and other
c/o Siguler Guff Advisers positions), Mitchell Hutchins Institutional Investors
Rockefeller Center and affiliates from 1989 to 1995.
630 Fifth Avenue, 16th Floor
New York, NY 10111
</TABLE>
The Fund's By-Laws provide that the Board of Directors may appoint one or
more Advisory Directors of the Fund. An Advisory Director attends all meetings
of the Board of Directors and provides advice and assistance to the Directors as
requested. An Advisory Director does not, however, vote on any
7
<PAGE>
matters to be acted upon by the Board of Directors. George W. Siguler is the
sole Advisory Director of the Fund.
ANNUAL REPORTS. The Fund will furnish to shareholders, without charge,
copies of its Annual Report, and subsequent quarterly reports, upon request to
the Fund at 2010 North First Street, Suite 310, San Jose, CA 95131.
SUBMISSION OF SHAREHOLDER PROPOSALS. Shareholders wishing to submit
proposals for inclusion in a proxy statement for a subsequent shareholders'
meeting should send their written proposals to the Secretary of the Fund, at
2010 North First Street, Suite 310, San Jose, CA 95131. To be included in the
proxy for the next Annual Meeting of Shareholders, proposals should be received
prior to July 31, 2001.
OTHER MATTERS TO COME BEFORE THE MEETING. The Fund does not intend to
present any other business at the Meeting, nor is it aware of any shareholder
that intends to do so. If, however, any other matters are properly brought
before the Meeting, the persons named in the accompanying proxy will vote
thereon in accordance with their judgment.
October 23, 2000
8
<PAGE>
ANNEX A
BENEFICIAL OWNERSHIP OF FUND SHARES
BENEFICIAL OWNERS OF MORE THAN 5% OF THE FUND I'S SHARES AS OF THE RECORD DATE
<TABLE>
<CAPTION>
=========================================================== ======================================
NAME AND ADDRESS OF SHAREHOLDER* NUMBER AND PERCENTAGE OF SHARES
BENEFICIALLY OWNED
----------------------------------------------------------- --------------------------------------
<S> <C>
Carpenter Company Profit Sharing Plan 2,591.095; 5.36%
----------------------------------------------------------- --------------------------------------
Orix USA 3,627.532; 7.51%
----------------------------------------------------------- --------------------------------------
Northern Trust, as Custodian for San Antonio Fire and 5,182.189; 10.72%
Police Pension Plan
----------------------------------------------------------- --------------------------------------
University of Notre Dame 5,182.189; 10.72%
----------------------------------------------------------- --------------------------------------
University of Richmond 5,182.189; 10.72%
----------------------------------------------------------- --------------------------------------
MBTA Retirement Fund 3,109.314; 6.43%
----------------------------------------------------------- --------------------------------------
Constellation Investment 4,728.116; 9.79%
----------------------------------------------------------- --------------------------------------
Leland Stanford University 10,364.379; 21.45%
=========================================================== ======================================
</TABLE>
-----------------------
* Each of the shareholders listed in this Annex may be contacted c/o Westech
Investment Advisors, Inc., 2010 North First Street, Suite 310, San Jose, CA
95131.
BENEFICIAL OWNERSHIP OF FUND I SHARES BY FUND DIRECTORS AND EXECUTIVE OFFICERS
ON SEPTEMBER 30, 2000
No director or executive officer of Fund I owns in excess of 1% of the
Shares outstanding. Westech Investment Advisors, all the stock of which is owned
by Messrs. Ronald W. Swenson and Salvador O. Gutierrez, directors of Funds,
owned 51.821 Shares. Mr. Roger Smith, a director of Fund I, owned 51.821 Shares
through a retirement account and 103.644 Shares personally. Mr. Michael Egan, a
director of Fund I, owned 103.64 Shares. Mr. George W. Siguler, an executive
officer and Advisory Director of the Funds, owned 155.464 Shares through a
retirement account and 51.821 Shares jointly with his wife. Trusts for the
benefit of Mr. Siguler's minor children held 103.646 Shares in the aggregate.
Mr. Donald Spencer, an executive officer of the Funds, owned 10.363 Shares
jointly with his wife.
<PAGE>
BENEFICIAL OWNERS OF MORE THAN 5% OF FUND II'S SHARES AS OF THE RECORD DATE
<TABLE>
<CAPTION>
=========================================================== =======================================
NAME AND ADDRESS OF SHAREHOLDER* NUMBER AND PERCENTAGE OF SHARES
BENEFICIALLY OWNED
----------------------------------------------------------- ---------------------------------------
<S> <C>
Leland Stanford University 13,794.393; 13.64%
----------------------------------------------------------- ---------------------------------------
Northern Trust, as Custodian for San Antonio Fire & 9,196.279; 9.09%
Police Pension Fund
----------------------------------------------------------- ---------------------------------------
Warner-Lambert Master Trust 9,196.279; 9.09%
----------------------------------------------------------- ---------------------------------------
University of Notre Dame 7,357.017; 7.27%
=========================================================== =======================================
</TABLE>
---------------------
* Each of the shareholders listed in this Annex may be contacted c/o Westech
Investment Advisors, Inc., 2010 North First Street, Suite 310, San Jose, CA
95131.
BENEFICIAL OWNERSHIP OF FUND II SHARES BY FUND DIRECTORS AND EXECUTIVE OFFICERS
ON SEPTEMBER 30, 2000
No director or executive officer of Fund II owns in excess of 1% of the
Shares outstanding. Westech Investment Advisors, all the stock of which is owned
by Messrs. Ronald W. Swenson and Salvador O. Gutierrez, directors of the Funds,
owned 505.787 Shares. Mr. Salvador O. Gutierrez along with family members owned
292.52 Shares. Mr. George W. Siguler, an executive officer and Advisory Director
of the Funds, owned 321.880 Shares through a retirement account and 45.981
Shares in a non-retirement account. Trusts for the benefit of Mr. Siguler's
minor children held 183.924 Shares in the aggregate. Mr. Donald Spencer, an
executive officer of the Funds, owned 9.190 Shares jointly with his wife.
Siguler Guff & Company L.L.C., which is owned 45% by Mr. George W. Siguler and
10% by Mr. Donald Spencer, owned 137.944 shares.
WTI Ventures, all the stock of which is owned by Mr. S. Allan Johnson, a
director of Fund II, owned 91.973 Shares. Mr. Arthur Aeder, a director of Fund
II, owned 45.981 Shares. Mr. Geore Von Gehr, a director of fund II owned 183.926
Shares. Mr. John Cogan, a director, owned 32.186 Shares in a trust with his
family.
<PAGE>
------------------------------------------
SHAREHOLDER NAME:
NUMBER OF SHARES:
------------------------------------------
PROXY
VENTURE LENDING & LEASING II, INC.
ANNUAL MEETING OF SHAREHOLDERS -- NOVEMBER 15, 2000
The undersigned hereby appoints as proxies Salvador O. Gutierrez, George W.
Siguler and Ronald W. Swenson and each of them (with power of substitution) to
vote for the undersigned all shares of Common Stock, $0.001 par value ("Shares")
of the undersigned at the aforesaid meeting and any adjournment thereof with all
the power the undersigned would have if personally present. The Shares
represented by this proxy will be voted as instructed. UNLESS OTHERWISE
INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY TO VOTE
"FOR" ALL PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF VENTURE LENDING & LEASING II, INC.
Please sign and date this proxy and return it in the enclosed envelope to
Siguler Guff Advisers, L.L.C., Rockefeller Center, 630 Fifth Avenue, 16th Floor,
New York, NY 10111.
PLEASE INDICATE YOUR VOTE BY AN "X" IN THE APPROPRIATE BOX BELOW. THE BOARD
OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS BELOW.
<TABLE>
<S> <C> <C> <C>
Election of Arthur Aeder, John F. Cogan, Salvador O. Gutierrez, S. Allan Johnson,
Louis Moelchert, Ronald W. Swenson and George Von Gehr as Directors of the Fund
(strike out names of an individual nominee to withhold authority to vote for that nominee) FOR WITHHOLD
------ --------
Ratification of the selection of Arthur Andersen LLP as the Fund's independent auditors FOR AGAINST ABSTAIN
------ ------- -------
</TABLE>
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
If Shares are held jointly, each Shareholder named should sign. If only one
signs, his or her signature will be binding. If the Shareholder is a
corporation, the President or Vice President should sign in his or her own name,
indicating title. If the Shareholder is a partnership, a partner should sign in
his or her own name, indicating that he or she is a "Partner." If the
Shareholder is a trust, an authorized officer of the Trustee should sign,
indicating title.
Please sign exactly as the Shares are registered (indicated below)
________________________________________
(Signature of Shareholder; indicate name
and title below if applicable)
________________________________________
(Signature of joint Shareholder, if any)
Dated ______________, 2000
