UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant þ
Filed by a Party other than the Registrant o

 
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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-12a
 
BDCA Venture, Inc.
(Name of Registrant as Specified in Its Charter)

 
 (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 
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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.
   
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In connection with the solicitation of proxies for the 2015 Annual Meeting of Stockholders of BDCA Venture, Inc. (the “Company”) in person, by mail or electronic delivery, or by telephone or facsimile transmission:  (i) by the directors or officers of the Company, (ii) by the officers, employees or agents of the Company’s investment adviser, BDCA Venture Adviser, LLC (the “Adviser”), or (iii) by Georgeson, Inc., the Company’s proxy solicitor, the following additional materials may be used and are hereby being filed with the U.S. Securities and Exchange Commission.
 
 
 
 
 
 
 
 
July 1, 2015

Dear Fellow Stockholder:

We are writing to remind you that the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of BDCA Venture, Inc. (“BDCV” or the “Company”) will be held on July 9, 2015 at 9:00 a.m., Mountain Time, at the Company’s corporate headquarters located at 5251 DTC Parkway, Suite 1100, Greenwood Village, Colorado 80111.

BDCV’s Board of Directors Recommends Stockholders Vote on WHITE Proxy Card for BDCV’S Director Nominees

The Company’s Board of Directors, including the Independent Directors recommends that the Company’s stockholders vote on the attached WHITE proxy card FOR Company director nominees, Laurence W. Berger, Timothy J. Keating, Leslie D. Michelson and J. Taylor Simonton.

Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”), two leading independent proxy advisory firms, have issued their comprehensive reports recommending that the Company’s stockholders vote on the WHITE proxy card FOR the Company director nominees, stating that Bulldog has failed to make a compelling case for change.
 
The Company has agreed that votes cast for the Bulldog Proposals will be counted at the Annual Meeting. However, the Company’s Board of Directors does not endorse the Bulldog Proposals and we strongly urge you to vote all WHITE proxy cards from the Company and discard all green proxy cards from Bulldog.

REMEMBER: Your vote is important, no matter how large or small your holdings may be. Please take a moment to vote your shares.

The Board thanks you for your continued trust and support.
 
 
BOARD OF DIRECTORS
 
BDCA VENTURE, INC.

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Please DO NOT send back Bulldog’s green proxy card even to vote against its nominees. If you send a green card back, you will CANCEL any prior vote to elect your Management’s nominees.
 
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If for any reason you signed and sent back Bulldog’s green proxy card, you have the right to CHANGE your vote by signing, dating and sending back the WHITE proxy card. Only the LATEST date proxy card submitted by you COUNTS.
 
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If you hold shares with a broker or custodian bank, your broker or bank cannot vote your shares. You must take ACTION by signing, dating and mailing the WHITE proxy card in the return envelope provided.
 
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If you have any questions regarding the stockholder meeting or voting your WHITE proxy card please call Georgeson toll free at (866) 628-6079.

 
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