06/17/2026 | Press release | Distributed by Public on 06/17/2026 14:38
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Filed by the Registrant
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Filed by a Party other than the Registrant
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☐
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☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a - 6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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No fee required.
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Very truly yours,
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/s/ Maurice C. Werdegar
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Maurice C. Werdegar
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Chairman
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(1)
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Approval of the Plan of Liquidation included in this proxy statement as Appendix A (the "Plan of Liquidation"), pursuant to which Fund IX will distribute all of its assets to Venture Lending & Leasing IX, LLC (the "LLC"), the Fund's sole shareholder, and dissolve (the "Liquidation Proposal" or the "Liquidation"); and
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(2)
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Approval of the termination of the status of Fund IX as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act") (the "BDC Termination Proposal"), to occur immediately following Fund IX's distribution of its assets to the LLC.
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By order of the Board of Directors,
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/s/ Maurice C. Werdegar
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Maurice C. Werdegar
Chairman
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PAGE
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SUMMARY OF PROPOSALS
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1
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GENERAL INFORMATION ABOUT MEETING AND FUND IX
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6
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FUND IX'S BUSINESS
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8
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BACKGROUND OF THE PROPOSALS AND RISK FACTORS
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9
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THE LIQUIDATION PROPOSAL
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11
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THE BDC TERMINATION PROPOSAL
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18
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EFFECT OF THE PROPOSALS ON THE MANAGEMENT OF FUND IX'S LOAN AND SECURITIES PORTFOLIO
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22
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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26
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SUBMISSION OF SHAREHOLDER PROPOSALS
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27
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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28
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FURTHER INFORMATION
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29
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PROXY CARD
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P-1
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APPENDIX A - PLAN OF LIQUIDATION
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A-1
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The assets of the LLC would include those distributed to it by Fund IX.
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Under an existing investment management agreement (the "Management Agreement"), Westech Advisors serves as the investment adviser to Fund IX. Under a separate management services agreement (the "LLC Management Agreement"), Westech Advisors performs similar functions for the LLC. No change in the duties or compensation of Westech is contemplated by the Liquidation Proposal.
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The LLC currently has an advisory board (the "Advisory Board") consisting of Roger V. Smith, Scott C. Taylor and Robert Hutter, each of whom currently serves as an independent director of Fund IX.
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The outstanding shares of membership interest in the LLC ("LLC Shares"), as is the case with the outstanding shares of common stock of Fund IX ("Fund Shares"), would continue to not be traded on any securities market.
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The assets of Fund IX distributed to the LLC pursuant to the Liquidation Proposal would be held and liquidated by the LLC in an orderly fashion, as they would be if still held by Fund IX absent the Liquidation Proposal.
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It is anticipated that each member of the LLC will recognize a long-term capital loss of approximately $78 per LLC Share for tax year 2026. It is expected that the LLC will have additional capital gains and losses as long as it continues to operate.
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There is no expectation that the LLC will wind down its business immediately following implementation
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the fact that, as Fund IX winds down its business, there is a risk it could fail to qualify for favorable tax treatment as a RIC under the Internal Revenue Code, meaning that, upon such failure, the income of Fund IX would thereafter be taxed at the corporate level, even if such income is distributed to the LLC, the Fund's sole shareholder;
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the anticipated timing of achieving maximum value for Fund IX's remaining assets during an orderly liquidation; and
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the expenses, including, among other expenses, general administrative and ongoing expenses, related to various alternatives.
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liquidating Fund IX's assets while still in corporate form; or
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transferring Fund IX's assets to a liquidating trust and then selling them.
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are entitled to one vote per LLC Share on all matters submitted to a vote of the members;
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are not entitled to cumulate their votes in any election; and
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are entitled to take action by written consent without a meeting.
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(i)
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Trade or business status and limits on miscellaneous itemized deductions. Because the purpose of the LLC is limited to managing and liquidating its investments, Westech believes that the LLC will not be engaged in a trade or business for federal income tax purposes. Therefore, its noncapital expenses will not be deductible as business expenses, but rather will be investment expenses deductible under Section 212 of the Internal Revenue Code. Such expenses are "miscellaneous itemized deductions." Under current law, miscellaneous itemized deductions are not deductible at all to individuals. Finally, miscellaneous itemized deductions are also not allowed for alternative minimum tax purposes.
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Other limits on deductions. Other provisions of the Internal Revenue Code limit the deduction of losses and expenses connected with investments. For example, under Section 1211 of the Internal Revenue Code, capital losses are generally deductible only against capital gains. Individual taxpayers may, however, deduct up to an additional $3,000 per year in capital losses against ordinary income and carry forward unused capital losses to subsequent tax years. In addition, as noted above, Westech believes that the loans the LLC acquires from Fund IX will be treated as investments rather than assets acquired in the course of a trade or business, and that the loans in the LLC's loan portfolio will be classified as "non-business debts" under Section 166 of the Internal Revenue Code. As a result, if the LLC becomes entitled to any bad debt deduction on account of one or more worthless loans, such deduction generally will be a capital loss rather than an ordinary loss with respect to non-corporate members of the LLC. If, however, the LLC were found to be engaged in a trade or business for federal income tax purposes, the LLC's loans generally would be treated as "business debts" with the result that bad debt deductions on account of one or more worthless loans generally would be ordinary losses rather than capital losses.
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restrictions on the types of investments the LLC may make;
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restrictions on the LLC's ability to issue shares at a price below net asset value or to issue senior securities;
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restrictions on the LLC's ability to enter into transactions with affiliates;
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the requirement to have a board of directors the majority of which is comprised of independent directors, and requirements that the independent directors review and approve various policies and transactions; and
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the requirement that the independent directors annually approve the continuation of an investment management agreement with Westech.
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Loans, at estimated fair value
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$56.2 million
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Cash and other assets
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$3.1 million
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Total Assets:
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$59.3 million
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Name
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Principal Occupation
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Position with Fund IX
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Maurice Werdegar
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Chairman of the Board
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Director, Chairman of the Board
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David R. Wanek
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President and Chief Executive Officer
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Chief Executive Officer
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Jared Thear
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Chief Financial Officer, Chief Compliance Officer and Secretary
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Vice President, Chief Financial Officer, Chief Compliance Officer, Secretary and Treasurer
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Rodolfo Ruano
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Vice President, Assistant Secretary
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None
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Total
Management Fee
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LLC Portion of
Management Fee
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Fund IX Portion of
Management Fee
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Year 1:
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1.750%
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0.175%
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1.575%
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Year 2:
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2.000%
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0.400%
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1.600%
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Year 3:
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2.250%
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0.675%
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1.575%
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Year 4:
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2.500%
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1.000%
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1.500%
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Year 5:
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2.500%
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1.250%
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1.250%
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Year 6:
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2.250%
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1.350%
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0.900%
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Year 7:
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2.000%
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1.400%
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0.600%
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Year 8:
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1.750%
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1.400%
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0.350%
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Year 9:
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1.500%
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1.350%
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0.150%
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Year 10:
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1.500%
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1.500%
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0.000%
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Year Ended December 31, 2025
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Accrued
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Paid
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Management Fee
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$2.2 million
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$2.5 million
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Three Months Ended March 31, 2026
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Accrued
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Paid
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Management Fee
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$0.4 million
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$0.4 million
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Name and Address of Certain
Beneficial Owners and Management**
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Number of Fund
Shares
Beneficially
Owned
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Percentage of
Fund Shares
Outstanding
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Venture Lending & Leasing IX, LLC
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100,000
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100%
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Westech Investment Advisors LLC***
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100,000
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100%
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Venture Lending & Leasing IX GP, LLC***
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100,000
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100%
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Ridgepost Capital, LLC and/or Ridgepost Capital, Inc.***
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100,000
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100%
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Cedarwood Ventures Pte. Ltd.
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14,130
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14.13%
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Gordon E. and Betty I. Moore Foundation
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14,130
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14.13%
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University of Notre Dame du Lac
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7,609
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7.61%
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Master Trust Agreement Between Pfizer Inc. and The Northern Trust Company
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8,696
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8.70%
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UNC Investment Fund, LLC
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5,435
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5.43%
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All directors and executive officers as a group
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100,000
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100%
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*
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Each is an indirect beneficial owner of more than 5% of Fund Shares by virtue of owning more than a 5% membership interest in the LLC.
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**
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The address of each of the shareholders listed in this Annex is c/o Westech Investment Advisors LLC, 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.
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***
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The GP may be deemed to be a beneficial owner of the 100,000 Shares of Fund IX owned by the LLC by virtue of its position as the managing member of the LLC. Westech may be deemed to be a beneficial owner of the 100,000 shares of Fund IX owned by the LLC by virtue of its position as the managing member of the GP. Ridgepost Capital, LLC (formerly known as P10 Intermediate Holdings LLC) whose ultimate parent company is Ridgepost Capital, Inc. (formerly known as P10, Inc.) may be deemed to be an indirect beneficial owner of the 100,000 shares of Fund IX owned by the LLC by virtue of its relationship to Westech, the managing member of the GP. Westech is 100% owned by Ridgepost Capital, LLC.
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(a)
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Annual Report on Form 10-K for the year ended December 31, 2025 ;
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(b)
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Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 ;
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(c)
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Current Report on Form 8-K filed on May 26, 2026 ;
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(d)
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Fund IX's Registration Statement on Form 10, filed with the SEC on December 15, 2017 , registering the Fund common stock, $0.001 par value, pursuant to Section 12(g) of the Exchange Act; and
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(e)
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All documents filed by Fund IX with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this proxy statement and prior to the date of the special shareholder meeting.
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By Order of the Board of Directors,
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/s/ Maurice C. Werdegar
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Maurice C. Werdegar
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(1)
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Approval of the Plan of Liquidation pursuant to which Venture Lending & Leasing IX, Inc. will distribute all of its assets to its sole shareholder, Venture Lending & Leasing IX, LLC, and dissolve.
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FOR
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AGAINST
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ABSTAIN
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(2)
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Approval of the termination of the status of Venture Lending & Leasing IX, Inc. as a business development company under the Investment Company Act of 1940, as amended.
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FOR
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AGAINST
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ABSTAIN
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Name of LLC Member
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Signature
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Title (if applicable)
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Dated: , 2026
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VENTURE LENDING & LEASING IX, INC.
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By:
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/S/ Jared Thear
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Jared Thear
Secretary
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Dated: May 20, 2026
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VENTURE LENDING & LEASING IX, LLC
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By:
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/S/ Maurice C. Werdegar
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Maurice C. Werdegar
Chairman
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Dated: May 20, 2026
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Name
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Address
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Roger V. Smith
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c/o Westech Investment Advisors LLC
104 La Mesa Drive, Suite 102
Portola Valley, California 94028
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Scott C. Taylor
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c/o Westech Investment Advisors LLC
104 La Mesa Drive, Suite 102
Portola Valley, California 94028
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Robert Hutter
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c/o Westech Investment Advisors, LLC
104 La Mesa Drive, Suite 102
Portola Valley, California 94028
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Maurice C. Werdegar
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c/o Westech Investment Advisors LLC
104 La Mesa Drive, Suite 102
Portola Valley, California 94028
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Name
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Title
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Address
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Maurice C. Werdegar
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Chairman
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c/o Westech Investment Advisors LLC
104 La Mesa Drive, Suite 102
Portola Valley, California 94028
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David R. Wanek
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President and Chief Executive Officer
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c/o Westech Investment Advisors LLC
104 La Mesa Drive, Suite 102
Portola Valley, California 94028
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Jared Thear
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Vice President, Chief Financial Officer, Chief Compliance Officer, Secretary and Treasurer
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c/o Westech Investment Advisors LLC
104 La Mesa Drive, Suite 102
Portola Valley, California 94028
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Rodolfo Ruano
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Vice President and Assistant Secretary
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c/o Westech Investment Advisors LLC
104 La Mesa Drive, Suite 102
Portola Valley, California 94028
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(a)
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By resolutions adopted by the Board of Directors of the Corporation, declaring that the liquidation and dissolution of the Corporation is advisable and directing that the proposed liquidation and dissolution be submitted for consideration at a special meeting of the stockholders of the Corporation for action thereon; and
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(b)
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At a special meeting of stockholders entitled to vote on the dissolution held on July 16, 2026, the holders of a majority of the outstanding shares of common stock of the Corporation approved the dissolution of the Corporation as so proposed pursuant to the terms of a plan of liquidation.
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VENTURE LENDING & LEASING IX, INC.
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By:
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Maurice C. Werdegar
Chairman
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(SEAL)
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ATTEST:
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By:
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Jared Thear
Secretary
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Cogency Global, Inc.
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By:
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Its:
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Date:
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