TECHNOLOGY FUNDING VENTURE PARTNERS IV,
AN AGGRESSIVE GROWTH FUND, L.P.
2000 Alameda de las Pulgas, Suite 250
San Mateo, California 94403
NOTICE OF MEETING OF LIMITED PARTNERS
To the Limited Partners of TECHNOLOGY FUNDING VENTURE PARTNERS IV, AN
AGGRESSIVE GROWTH FUND, L.P.:
Notice is hereby given that the tri-annual Meeting of Limited Partners of
Technology Funding Venture Partners IV, An Aggressive Growth Fund, L.P.,
(the "Partnership") will be held at 10:00 a.m., local time, on Friday,
October 6, 2000, at the Partnership's offices at 2000 Alameda de las
Pulgas, Suite 250, San Mateo, California, to consider and vote upon:
1. The election of three Individual General Partners to serve as members
of the Partnership's Management Committee each for a three-year term;
2. The election of two Managing General Partners to serve as members of
the Partnership's Management Committee each for a three-year term;
3. Ratification of the Management Committee's selection of KPMG LLP as
independent certified public accountants of the Partnership;
4. The amendment of Article 2, Section (m) of the Partnership Agreement to
delete references to "Controlling Person" in the definition of "General
Partner Overhead;"
5. The amendment of Article 1.03 of the Partnership Agreement to clarify
the Partnership's investment objective;
6. Such other matters as may properly come before the Meeting or any
adjournment thereof.
This notice and the enclosed proxy statement and form of proxy are first
being mailed to Limited Partners on or about August 28, 2000.
You are cordially invited to attend this meeting. WHETHER OR NOT YOU PLAN
TO ATTEND THIS MEETING, PLEASE COMPLETE, SIGN, AND DATE THE ACCOMPANYING
PROXY AND RETURN IT AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. THE ENCLOSED PROXY IS BEING SOLICITED BY THE MANAGEMENT
COMMITTEE.
By order of the Management Committee,
Charles R. Kokesh
Chief Executive Officer
Technology Funding Inc.
San Mateo, California
Dated: August 28, 2000
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TECHNOLOGY FUNDING VENTURE PARTNERS IV,
AN AGGRESSIVE GROWTH FUND, L.P.
2000 Alameda de las Pulgas, Suite 250
San Mateo, California 9440
PROXY STATEMENT
August 28, 2000
GENERAL INFORMATION
Technology Funding Venture Partners IV, An Aggressive Growth Fund, L.P., (the
"Partnership") is a limited partnership that was organized under the laws of
the State of Delaware on December 4, 1986. The Partnership commenced selling
units of limited partnership interests ("Units") on January 10, 1989. On
February 16, 1989, the minimum number of Units required to commence
Partnership operations (15,000) was sold to persons who became limited
partners of the Partnership ("Limited Partners"). The Partnership completed
an offering on September 14, 1990, raising a total of $40,000,000 from the
sale of 400,000 Units.
The Partnership is managed by a Management Committee, consisting of
three Individual General Partners and a representative of each of
the two Managing General Partners, Technology Funding Inc. ("TFI")
and Technology Funding Ltd. ("TFL"). The Management Committee has
exclusive control of the management of the Partnership, provides
overall guidance and supervision of the Partnership's operations,
and performs the various duties imposed on the boards of directors
of business development companies by the Investment Company Act of 1940,
as amended (the "Act"). In addition to having general fiduciary
duties, the Management Committee, among other things, supervises
the management arrangements of the Partnership and supervises the
activities of the Managing General Partners. Subject to the
supervision of the Management Committee, the Managing General
Partners are responsible for (i) management of the Partnership;
(ii) making all decisions regarding the Partnership's venture
capital investment portfolio; (iii) negotiation and structuring
of investments in portfolio companies; (iv) oversight of the
portfolio companies including providing, or arranging for the
provision of, managerial assistance to portfolio companies; and
(v) day-to-day administration of Partnership affairs.
The Partnership's term was extended for a two-year period to December 31,
1999, pursuant to unanimous approval by the Management Committee on December
5, 1997. In April 1999, the Management Committee further extended the term of
the Partnership to December 31, 2001.
The Partnership's principal investment objectives are long-term
capital appreciation from venture capital investments in new and
developing companies and preservation of Limited Partner capital
through risk management and active involvement with portfolio
companies. The Partnership elected to be a business development
company under the Act and operates as a nondiversified investment
company as that term is defined in the Act.
SOLICITATION OF PROXIES
The accompanying proxy is solicited on behalf of the Management Committee for
use at the tri-annual Meeting of Limited Partners of the Partnership to be
held at 10:00 a.m., local time, on October 6, 2000, (the "Meeting") at the
Partnership's offices located at 2000 Alameda de las Pulgas, Suite 250, San
Mateo, California, and any adjournment thereof. The individual general
partners of TFL, a Managing General Partner of the Partnership, have been
designated by the Management Committee to serve as proxies.
The expenses of soliciting proxies will be paid by the Partnership. Following
the original mailing of the proxies, representatives of the Partnership may
request brokers, custodians, nominees, and other record holders to forward
copies of the proxy to persons for whom they hold Units and to request
authority for the exercise of proxies. In such case, the Partnership, upon the
request of the record holders, will reimburse such holders for their
reasonable expenses. Excluding the costs of printing the proxies, ballots, and
return envelopes and postage, the expected cost of this proxy solicitation
will be approximately $10,000 to $20,000 including the allocable costs of
personnel of the Managing General Partners engaged in preparing the proxy
statement, supervising the costs of printing and mailing, tabulating the
ballots, and responding to inquiries from Limited Partners.
RECORD DATE
By order of the Management Committee, only Limited Partners of record at the
close of business on July 31, 2000, are entitled to notice of and will be
entitled to vote at the Meeting and any adjournment thereof.
VOTING RIGHTS AND PROCEDURES
Only Limited Partners of record on July 31, 2000, will be entitled to vote at
the Meeting. At the close of business on that date, the Partnership had
400,000 Units outstanding and entitled to vote. Limited Partners are entitled
to one vote for each Unit held.
Limited Partners may vote in person or by proxy at the Meeting. The enclosed
form of proxy, if returned properly executed and not subsequently revoked,
will be voted in accordance with the choices made by the Limited Partner with
respect to each proposal listed on the form of proxy. If a Limited Partner
does not specify on the form of proxy how the Limited Partner's Units are to
be voted, or if a Limited Partner fails to return a proxy, the Limited
Partner, pursuant to Article 14.04 of the Partnership Agreement, shall be
deemed to have granted to the Management Committee a proxy solely for those
matters noted on the form of proxy and the Management Committee will vote all
such proxies "FOR" each proposal noted on the enclosed form of proxy.
Abstentions so marked on any proposal will be recorded as neither a vote for
or against any proposal so marked.
If any other matters should be properly presented at the Meeting, the persons
designated to serve as proxies will vote on such matters in accordance with
a determination by a majority of the members of the Membership Committee,
including a majority of the Independent General Partners (as defined below).
REVOCATION AND DISSENTER'S RIGHTS
Any person signing a proxy in the form accompanying this proxy statement has
the power to revoke it prior to the vote pursuant to the proxy. A proxy may
be revoked by (i) submitting before or at the Meeting a written revocation of
the proxy with the Partnership; (ii) submitting to the Partnership before or
at the Meeting a subsequent proxy that is signed by the person who signed the
earlier proxy; or (iii) attending the Meeting and casting a contrary vote.
The Partnership is a closed-end, non-trading entity that has elected to
operate as a business development company under the Investment Company Act of
1940, as amended. Limited Partners do not have any "dissenter's rights."
OWNERSHIP OF PARTNERSHIP UNITS
To the knowledge of management of the Partnership, as of July 31, 2000, no
person owned beneficially more than 5% of the outstanding Units. Except as
noted below regarding the direct ownership of 20 Units each by the three
Independent General Partners, the General Partners do not own any securities
of the Partnership, whether voting or non-voting.
ANNUAL REPORTS
The Partnership's Annual Report on Form 10-K for the year ended December 31,
2000, ("Annual Report") was mailed to all Limited Partners of record as of
April 1, 2000, on or about July 3, 2000. The Partnership will provide without
charge to each Limited Partner a copy of the Annual Report upon request.
Address your request to Client Services by calling toll-free 1-800-821-5323,
or by writing Client Services, Annual Reports Section, Attn: Darrin Abby, at
Technology Funding, 460 St. Michael's Drive, Suite 1000, Santa Fe, New Mexico
87505.
PROPOSAL 1 - ELECTION OF INDIVIDUAL GENERAL PARTNERS
All General Partners of the Partnership are elected by the Limited Partners.
The members of the Management Committee are the three Individual General
Partners and a representative from each of TFI and TFL, the Managing General
Partners. The three Individual General Partners are Mr. Frommer, Ms. Innes,
and Dr. O'Grady. Generally, the representative for TFL is Mr. Kokesh, and the
representative for TFI is Mr. George. As required by the
Act, a majority of the General Partners must be individuals who are not
"interested persons" of the Partnership as defined in the
Act. The Securities and Exchange Commission ("SEC") has issued an order
declaring that persons serving as Individual General Partners of the
Partnership will not be deemed to be "interested persons" of the Partnership,
as defined in Section 2(a)(19) of the Act, solely by reason
of their being partners of the Partnership and co-partners of one another.
Presently, none of the Individual General Partners is an "interested person"
of the Partnership. Therefore, the Individual General Partners constitute the
Partnership's Independent General Partners. None of the nominees for
Individual General Partner have provided in the past five years or provide any
services to or receive compensation in any form from the Partnership except
as disclosed below, nor have they received any compensation from any other
partnerships managed by the Managing General Partners or from the Managing
General Partners.
At the Meeting, the Limited Partners will elect three Individual General
Partners, each to hold office until the next required meeting, which will be
in the 2003 calendar year, and until his or her successor is elected and
qualified or until his or her earlier resignation or removal. Each nominee is
presently an Individual General Partner of the Partnership. Each nominee
listed below has consented to continue to serve as an Individual General
Partner. There are no arrangements or understandings related to the nomination
of any of the Individual General Partners except as provided in the
Partnership Agreement. If any nominee is not available for election, which is
not anticipated, the proxies received will be voted for such substitute
nominee as the Individual General Partners may recommend.
Certain information about each nominee is set forth below:
Partnership Units Percentage ownership
Nominee Age beneficially owned of outstanding Units
Donald W. Frommer 54 20 *
Amanda B. Innes 36 20 *
John Patrick O'Grady 54 20 *
*Denotes beneficial ownership of less than 1% of outstanding Units.
Donald W. Frommer II has been an Individual General Partner of the Partnership
since his appointment in March 1999. Mr. Frommer has been a custom bootmaker
and small business owner for more than 27 years. Mr. Frommer is currently the
webmaster and administrator for The Crispin Colloquy, a web-based discussion
forum for bespoke shoe and bootmakers from all over the world, as well as the
webmaster and administrator for The Honourable Cordwainers' Company, a 501(c)3
non-profit educational organization of bespoke shoe and bootmakers. Mr.
Frommer is also a writer and teacher with an interest in computer technology.
Amanda B. Innes has been an Individual General Partner of the Partnership
since her appointment in April 2000. Ms. Innes held several positions with
Lehman Brothers from 1992 to 1997 including Vice President and Asia Regional
Manager in Hong Kong where she was responsible for sales development,
including business analysis, market research, and client relationship
management. Prior to that, Ms. Innes was Manager of Global Institutional
Investor Research for Lehman's Fixed Income Division where she led the
international investor research team, which studied over 15,000 institutions
and interviewed 6,000 active institutional investors in 93 countries.
John Patrick O'Grady, M.D., has been an Individual General Partner since 1989
when the Partnership was formed. Since August 1989, Dr. O'Grady has been a
professor of Obstetrics and Gynecology at Tufts University School of Medicine
and Chief of Maternal-Fetal Medicine and Director of Obstetrical Services at
Baystate Medical Center in Springfield, Massachusetts. As Maternal-Fetal
Medicine Chief, Dr. O'Grady administers an annual budget in excess of $3.5
million and supervises a team of five physicians who perform more than 12,000
clinical procedures each year. Dr. O'Grady is Board-certified in both
obstetrics and gynecology and maternal-fetal medicine.
Compensation
Under Article 4.02 of the Partnership Agreement, the Partnership will pay each
Individual General Partner compensation for services rendered as follows:
(a) The sum of $10,000 annually in quarterly installments beginning
on the commencement date;
(b) The sum of $1,000 for each meeting of the Management Committee
attended by such Individual General Partner to an annual limit of
$7,000;
(c) If a committee is appointed by the Management Committee, the sum
of $1,000 for each such committee meeting attended; provided, however,
that, if such committee meeting is held on the same day as a meeting
of the Management Committee, the sum paid for attendance at such
committee meeting shall be $500 and provided further that the total
amount paid in any one year for attendance at committee meetings does
not exceed $3,000; and
(d) all out-of-pocket expenses relating to attendance at the meetings,
committee or otherwise, of the Management Committee.
Under Article 4.02, neither the Managing General Partners nor any of their
affiliates shall receive any compensation from the Partnership. Although the
Partnership Agreement provides a mechanism by which the Management Committee,
with the approval of a majority in interest of the Limited Partners, may
increase or decrease compensation payable to the Individual General Partners,
there have been no changes to the compensation arrangements set forth above.
Payment of compensation to an Individual General Partner is not considered a
distribution and will not effect his or her right to receive a distribution
to which he or she may be entitled as a Limited Partner.
Individual General Partner Compensation for Fiscal Year 1999
Aggregate Pension or Estimated Total
Individual Compensation Retirement Annual Bene- Compensation
General from the Benefits fits upon from
Partner Partnership Accrued Retirement Partnership
Donald W. Frommer $11,781.64 N/A N/A $11,781.64
Amanda B. Innes $0.00 N/A N/A $0.00
John Patrick O'Grady $15,200.66 N/A N/A $15,200.66
Pursuant to Article 7.01(b) of the Partnership Agreement, each Individual
General Partner made a capital contribution of $2,000 in cash at the time of
his or her admission to the Partnership, for which that Individual General
Partner received an interest in the Partnership of 20 Units. For calendar year
1999, Messrs. Frommer and O'Grady were allocated losses attributable to their
Unit holdings of $24 and $45, respectively. They also each received $19 as
their pro rata share of distributions from the Partnership.
Management Committee Meetings and Committees
During 1999, the Partnership's Management Committee held a total of
four meetings. The Partnership does not have a separate audit
committee, compensation committee, nominating committee, or any
committee performing similar functions since these functions are served
by the entire Management Committee. There were no committee
meetings or other special meetings other than the regularly
scheduled quarterly Management Committee meetings in the last fiscal
year.
PROPOSAL 2 - ELECTION OF MANAGING GENERAL PARTNERS
At the Meeting, two Managing General Partners will be elected, each to serve
until the next required meeting of Limited Partners and until its successor
is elected and qualified or until its earlier resignation or removal. The
nominees discussed below have consented to continue to serve as Managing
General Partners.
Technology Funding Inc. ("TFI") is a California corporation formed in 1979 to
act as a general partner in limited partnerships providing funding to high
technology companies. Its address is 2000 Alameda de las Pulgas, Suite 250,
San Mateo, California 94403. In conjunction with TFL, TFI has organized and
managed 20 limited partnerships in addition to the Partnership. TFI is a
registered investment adviser under the Investment Advisers Act of 1940. Mr.
Kokesh is the sole director of TFI, and all of the shares of stock of TFI are
owned by TFL. TFI and its wholly owned subsidiary, Technology Funding Capital
Corp., currently employ approximately 30 persons. The backgrounds and
experience of certain senior officers of TFI are outlined in "Key Personnel
of the Managing General Partners" below. TFI has been a Managing General
Partner of the Partnership since 1989.
Technology Funding Ltd. ("TFL") is a California limited partnership formed in
1980 that serves as co-general partner with TFI in the Technology Funding
partnerships. TFL is a registered investment adviser under the Investment
Advisers Act of 1940. TFL is the sole shareholder of TFI. TFL has two general
partners, Mr. Kokesh and Mr. George, one venture partner, Mr. Bernardoni, and
seven limited partners. Mr. Kokesh is the managing general partner of TFL. TFL
has been a Managing General Partner of the Partnership since 1989.
Voting Interest in the Managing General Partners
The following table sets forth the voting interests of the general partners
of TFL as of July 31, 2000. TFL is the sole shareholder of TFI. Mr. Kokesh may
be deemed to be a control person of TFL.
TFL (1)
Charles R. Kokesh 6 votes
Gregory T. George 2 votes
(1) Under the TFL partnership agreement, all material decisions
require the vote of at least 75% of the voting interests. The
General Partners' capital, profit, and loss interests are
flexible and may vary from the voting percentages set forth
above. Limited Partners of TFL have very limited voting rights.
Key Personnel of the Managing General Partners
Charles R. Kokesh, 52, is President, Chief Executive Officer of TFI, and
Managing General Partner of TFL. Prior to forming Technology Funding in 1979,
Mr. Kokesh was a Vice President of Bank of America where he was responsible
for Global Treasury Management Services. Had Proposal 4 been approved and in
effect during the years ended December 31, 1999, and December 31, 1998,
additional expenses to the Partnership related to the compensation of Mr.
Kokesh would have been $115,873 and $143,876, respectively.
Gregory T. George, 52, is a Group Vice President of TFI and a General Partner
of TFL. Prior to joining Technology Funding in June 1986, Mr. George was an
independent management consultant specializing in the technical and strategic
analysis of venture-backed software companies.
Peter F. Bernardoni, 41, is a Vice President of TFI and a Partner of TFL.
Prior to joining Technology Funding in February 1988, Mr. Bernardoni served
in several capacities with IBM, including design engineer and sales and
marketing manager.
Compensation
Over and above their distributive share of Partnership profits, losses, and
distributions, the Managing General Partners receive from the Partnership (i)
a management fee equal to 1/4% of the fair value of the Partnership assets at
the end of the preceding quarter, as determined by the Management Committee;
and (ii) reimbursement of operational costs of the Partnership incurred by the
Managing General Partners or their affiliates in connection with the business
of the Partnership.
Managing General Partner Compensation for Fiscal Year 1999
Aggregate Pension or Estimated Total
Managing Compensation Retirement Annual Bene- Compensation
General from the Benefits fits upon from
Partner Partnership Accrued Retirement Partnership
TFI $165,123(2) N/A N/A $165,123(2)
TFL $0 N/A N/A $0
(2) Compensation from the Partnership to the Managing General
Partners is equivalent to the management fees paid in the year
ended December 31, 1999.
For fiscal years 1999 and 1998, management fees were $165,123 and $206,009,
respectively, and reimbursement of operational costs was $652,304 and
$1,122,981, respectively.
Removal of the Managing General Partners
The Managing General Partners, together, may be removed from the Partnership
either (i) by a majority of the Independent General Partners of the
Partnership; (ii) by failure to be reelected by the Limited Partners; or (iii)
with the consent of a majority in interest of the Limited Partners.
In the event of the removal of the Managing General Partners and the
continuation of the Partnership, the Partnership Agreement provides that the
venture capital investments held by the Partnership at the time of removal
will be valued in a procedure set forth in the Partnership Agreement. With
respect to their Partnership interests, the removed Managing General Partners
will receive a final allocation of net profit or net loss equal to the net
profit or net loss that they would have been allocated pursuant to the
Partnership Agreement if all unrealized capital gains and losses of the
Partnership were deemed realized and an allocation of net profit or net loss
were made at such time.
If the capital accounts of the removed Managing General Partners have a
positive balance after the final allocation, the Partnership will deliver a
promissory note to the removed Managing General Partners, with a principal
amount equal to the amount, if any, by which the positive amount of the
removed Managing General Partners' capital accounts exceeds the amount of
their capital contributions, bearing interest at the prime rate in effect at
the time of removal, with interest payable annually and principal payable, if
at all, only from 20% of any available cash before any distributions thereof
are made to the Partners. If the capital accounts of the removed Managing
General Partners have a negative balance after such allocation, the Managing
General Partners will contribute cash to the Partnership equal to that
negative balance. The Partnership interests of the removed Managing General
Partners will convert to those of Limited Partners and the removed Managing
General Partners will continue to receive, as Limited Partners, allocations
of net profits and net losses pursuant to the Partnership Agreement and
related distributions as provided in the Partnership Agreement.
PROPOSAL 3 - SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
At its meeting held on September 10, 1999, the Management Committee of the
Partnership selected the firm of KPMG LLP ("KPMG"), independent public
accountants, to examine the financial statements of the Partnership. The
Partnership knows of no direct or indirect financial interest of KPMG in the
Partnership. This appointment is subject to ratification or rejection by the
Limited Partners of the Partnership. Unless a contrary specification is made,
the accompanying proxy will be voted in favor of ratifying the selection of
KPMG.
KPMG also acts as independent public accountants for the Managing General
Partners and substantially all of the other Technology Funding partnerships
and other Technology Funding entities. The fees received by KPMG from these
other entities are substantially greater, in the aggregate, than the total
fees received by it from the Partnership. The Management Committee considered
the fact that KPMG has been retained as the independent accountants for the
Managing General Partners and the other entities described above in their
evaluation of the independence of KPMG with respect to the Partnership.
Representatives of KPMG are not expected to be present at the Meeting and
therefore will not have the opportunity to respond to questions from Limited
Partners or to make a statement.
PROPOSAL 4 - CONTROLLING PERSON
The Partnership Agreement defines the terms "Controlling Person" and "General
Partner Overhead." The term Controlling Person currently means any person,
whatever his or her title, who performs functions for the Managing General
Partners or their affiliates similar to those of the chairman or member of the
board of directors; is a member of executive management, such as the
president, executive vice president or senior vice president, corporate
secretary, or treasurer; or holds a 5% or more equity interest in the Managing
General Partners or their affiliates or a person having the power to direct
or cause the direction of the Managing General Partners or their affiliates,
whether through the ownership of voting securities, by contract, or any other
means. Pursuant to that definition, Charles R. Kokesh, as the Managing General
Partner of TFL and President of TFI, currently is a Controlling Person and
would have been a Controlling Person for each of the Partnership's fiscal
years ended December 31, 1999, and December 31, 1998. No other person was a
Controlling Person during those years or is now a Controlling Person.
The term Controlling Person is relevant to the definition of General Partner
Overhead which generally means expenses incurred by the General Partners while
performing their obligations to the Partnership, such as those expenses
customarily incurred by the General Partners for their own accounts and not
attributable to the Partnership, and expressly includes the salary and fringe
benefits of a Controlling Person.
In his respective roles at TFL and TFI, Mr. Kokesh is responsible for managing
those two entities as well as the activities and investments of the
Partnership. While his time and salary are tracked and allocated to his
respective tasks, the Partnership has not reimbursed TFL or TFI for the
portion of Mr. Kokesh's time specifically related to Partnership business. The
Partnership receives a significant and material benefit from Mr. Kokesh's
expertise and time. Under the definition of those expenses incurred on behalf
of the Partnership for which reimbursement is allowable, the Partnership does
not pay for this expertise and time since General Partner Overhead is not
reimbursable and a Controlling Person's salary and fringe benefits are
included in General Partner Overhead.
The Management Committee proposes to amend the definition of General Partner
Overhead to delete references to "Controlling Person" so that the Partnership
is permitted to pay for the expertise, time, and management services provided
to it by a Controlling Person. If the Limited Partners approve this proposed
amendment, the Partnership will incur the expenses related to the management
of the activities and investments of the Partnership by Mr. Kokesh and any
other Controlling Person. If the proposed change had been effective during the
Partnership's past two completed fiscal years, the Partnership would have paid
approximately $115,873 in 1999 and $143,876 in 1998 to TFI and TFL for
management services provided by Mr. Kokesh to the Partnership.
If this proposal is approved, the Partnership will incur expenses that
otherwise would be paid by TFI and TFL. If the proposal is approved,
additional expenses to the Partnership for the year ended December 31, 2000,
are estimated at approximately $142,000.
PROPOSAL 5 - INVESTMENT OBJECTIVE
According to Article 1.03 of the Partnership Agreement, the Partnership's
principal investment objective is "to provide the Partners with long-term
capital appreciation on their investment." In order to clarify the
Partnership's goals and remove any ambiguity, the Managing General Partners
would amend this section to state:
"The Partnership's principal investment objective is to maximize
long-term capital appreciation for the Limited Partners until the
date the Partnership is dissolved."
This change makes it clear that the Managing General Partners are focused on
maximizing returns to Limited Partners up to and including the final day of
the Partnership's active operation.
OTHER MATTERS
The Management Committee does not presently intend to bring any other business
before the Meeting and, so far as it is known to the Management Committee, no
matters are to be brought before the Meeting except as specified in the notice
of the Meeting. As to any business that may properly come before the Meeting,
however, it is intended that proxies, in the form enclosed, will be voted in
the respect thereof in accordance with the judgment of the persons voting such
proxies.
ADDITIONAL INFORMATION
Limited Partner Status
The Partnership Agreement provides that the Limited Partners of the
Partnership are prohibited from exercising certain rights of limited partners,
including the right to elect General Partners, to approve certain Partnership
matters, and to amend the Partnership Agreement, unless prior to the exercise
of such rights, counsel for the Partnership has delivered to the Partnership
an opinion to the effect that neither the existence of such rights nor the
exercise thereof will violate the provisions of the Revised Uniform Limited
Partnership Act of the State of Delaware, as amended, or the applicable laws
of the other jurisdictions in which the Partnership is then formed or
qualified, or will adversely affect the classification of the Partnership as
a partnership for federal income tax purposes. Prior to the Meeting, counsel
to the Partnership will have delivered a favorable opinion to the Partnership
with respect to the foregoing. In rendering such opinion, counsel for the
Partnership expects to rely as to matters of Delaware law upon the opinion of
special Delaware counsel to the Partnership.
LIMITED PARTNER PROPOSALS
Any Limited Partner proposal submitted to the Partnership for inclusion in the
Partnership's proxy statement and form of proxy relating to the Partnership's
next meeting of the Limited Partners in 2003, pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), must be
received by the Partnership at the Partnership's principal executive offices
120 days or a reasonable length of time prior to the date the Partnership
mails proxy materials for the meeting in order for the proposal to be
considered at that meeting. Any such proposal must comply in all respects with
the applicable rules and regulations under the Exchange Act.
In order for proposals made outside Rule 14a-8 of the Exchange Act to be
considered "timely" within the meaning of Rule 14a-4(c) under the Exchange
Act, such proposals must be received by the Partnership at the Partnership's
principal executive offices a reasonable length of time prior to the date the
Partnership mails the proxy materials for the meeting for consideration at
that meeting.
The proxies solicited by the Partnership will confer general discretionary
authority with regard to such matters for which the Partnership did not
receive notice within a reasonable time period. The Partnership will more
specifically advise the Limited Partners when to submit proposals for the
next tri-annual meeting in future reports filed under the Exchange Act.
WHERE YOU CAN FIND MORE INFORMATION
The Partnership files annual and quarterly reports, proxy
statements, and other information with the U.S. Securities and
Exchange Commission. The Partnership's filings with the SEC
are available to the public through the SEC's Electronic Data
Gathering, Analysis and Retrieval system ("EDGAR") accessible
through the SEC's web site at: http://www.sec.gov. Limited Partners
also may read and copy any report, statement, or other information
that the Partnership has filed with the SEC at the SEC's public
reference rooms at the following locations:
Public Reference Room
450 Fifth Street, N.W.
Washington, D.C. 20549
New York Regional Office
7 World Trade Center
Suite 1300
New York, NY 10048
Chicago Regional Office
500 West Madison Street
Suite 1400
Chicago, IL 60661-2511
Call the SEC at 1-800-SEC-0330 for more information on obtaining
information from the SEC's public reference rooms.
The SEC allows the Partnership to incorporate by reference
information into this proxy statement, meaning the Partnership can
disclose important information by referring Limited Partners and
others who read this proxy statement to other documents that the
Partnership has filed with the SEC. The Partnership incorporates by
reference the document listed below:
The Partnership's annual report on Form 10-K, filed on March 30,
2000, file number 814-00055.
ALL LIMITED PARTNERS ARE URGED TO COMPLETE, SIGN,
AND DATE THE ACCOMPANYING PROXY AND RETURN IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. YOUR PROMPT ATTENTION TO THIS MATTER WILL
AVOID COSTLY FOLLOW-UP CORRESPONDENCE. THANK YOU FOR YOUR
ASSISTANCE.
<PAGE>
ANNEX A
Article 2, Section (m) of the Partnership Agreement currently reads as
follows:
(m) "General Partner Overhead" means those customary and routine
expenses incurred by the Managing General Partners (excluding all
Organizational and Offering Expenses) in performing their obligations
to the Partnership, including: (i) rent or depreciation, utilities,
property taxes, and the cost of capital equipment unless acquired
primarily for the benefit of the Partnership; (ii) expenses of a
general and administrative nature that are customarily incurred by the
General Partners for their own accounts and are not attributable to
the Partnership; and (iii) salaries and fringe benefits incurred by
or allocated to any Controlling Person of the General Partners or
their Affiliates. For purposes of this subsection, "Controlling
Person" is any Person, whatever his or her title, who performs
functions for the Managing General Partners or their Affiliates
similar to those of the chairman or member of the board of directors;
executive management, such as the president, executive vice president
or senior vice president, corporate secretary, or treasurer; or who
holds a 5% or more equity interest in the Managing General Partners
or their Affiliates or a Person having the power to direct or cause
the direction of the Managing General Partners or their Affiliates,
whether through the ownership of voting securities, by contract, or
otherwise.
As amended by Proposal 4, Article 2, Section (m) would read as follows:
(m) "General Partner Overhead" means those customary and routine
expenses incurred by the Managing General Partners (excluding all
Organizational and Offering Expenses) in performing their obligations
to the Partnership, including: (i) rent or depreciation, utilities,
property taxes, and the cost of capital equipment unless acquired
primarily for the benefit of the Partnership; and (ii) expenses of a
general and administrative nature that are customarily incurred by the
General Partners for their own accounts and are not attributable to
the Partnership.
<PAGE>
ANNEX B
Article 1.03 of the Partnership Agreement currently reads as follows:
1.03 Purpose. The Partnership is authorized and empowered to elect to
operate, and to operate, as a business development company under the
Investment Company Act of 1940, as amended. The Partnership's
principal investment objective is to provide the Partners with long-
term capital appreciation on their investment. The Partnership will
seek to accomplish this objective by making venture capital
investments in new and developing companies that the "Managing General
Partners," as hereinafter defined, believe offer significant long-term
growth possibilities and by providing those companies with active
management assistance where warranted. The Partnership will also seek
to achieve this objective by investing in established companies that
the Managing General Partners believe offer special opportunities for
growth. The Partnership will also seek to preserve Limited Partner
capital through risk management and active participation with
Portfolio Companies. Generation of current income or tax benefits will
not be primary factors in the selection of investments.
As amended by Proposal 5, Article 1.03 would read as follows:
1.03 Purpose. The Partnership is authorized and empowered to elect to
operate, and to operate, as a business development company under the
Investment Company Act of 1940, as amended. The Partnership's
principal investment objective is to maximize long-term capital
appreciation for the Limited Partners until the date the Partnership
is dissolved. The Partnership will seek to accomplish this objective
by making venture capital investments in new and developing companies
that the "Managing General Partners," as hereinafter defined, believe
offer significant long-term growth possibilities and by providing
those companies with active management assistance where warranted. The
Partnership will also seek to achieve this objective by investing in
established companies that the Managing General Partners believe offer
special opportunities for growth. The Partnership will also seek to
preserve Limited Partner capital through risk management and active
participation with Portfolio Companies. Generation of current income
or tax benefits will not be primary factors in the selection of
investments.
<PAGE>
TECHNOLOGY FUNDING VENTURE PARTNERS IV,
AN AGGRESSIVE GROWTH FUND, L.P.
PROXY FOR MEETING OF LIMITED PARTNERS October 6, 2000
PROXY SOLICITED BY THE MANAGEMENT COMMITTEE OF THE PARTNERSHIP
The undersigned hereby appoints Charles R. Kokesh and Gregory T. George
or either of them, each with power of substitution, as proxies to
represent the undersigned at the Annual Meeting of the Limited Partners
of Technology Funding Venture Partners IV, An Aggressive Growth Fund,
L.P. (the "Partnership") to be held at the Partnership's offices at
2000 Alameda de las Pulgas, Suite 250, San Mateo, California at 10:00
AM local time, on October 6, 2000, and any adjournment thereof, and to
vote the number of Units of limited partnership interest in the
Partnership the undersigned would be entitled to vote if personally
present in the following matters:
1. ELECTION OF INDIVIDUAL GENERAL PARTNERS to serve as members of the
Partnership's Management Committee each for a three-year term.
FOR all nominees listed below
(except as marked to the contrary below): [ ]
WITHHOLD AUTHORITY to vote for all nominees listed below: [ ]
Nominees: Donald W. Frommer, Amanda B. Innes,
John Patrick O'Grady, M.D.
(INSTRUCTION: To withhold authority to vote for any individual
nominee write that nominee's name(s) below.)
_____________________________________
2. ELECTION OF MANAGING GENERAL PARTNERS to serve as members of the
Partnership's Management Committee each for a three-year term.
FOR all nominees listed below
(except as marked to the contrary below): [ ]
WITHHOLD AUTHORITY to vote for all nominees listed below: [ ]
Nominees: Technology Funding Inc., Technology Funding Ltd.
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name(s) below):
_____________________________________
3. RATIFICATION OF THE SELECTION OF KMPG LLP as independent certified
public accountants of the Partnership.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. AMEND SECTION 2(m) OF THE PARTNERSHIP AGREEMENT to delete references
to "Controlling Person" in the definition of "General Partner Overhead."
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. AMEND SECTION 1.03 OF THE PARTNERSHIP AGREEMENT to clarify the
Partnership's investment objective.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
6. In their discretion, upon such other business as may properly come
before the meeting or any adjournment thereof.
The Management Committee recommends a vote FOR all Proposals 1, 2, 3,
4, and 5 above. If a Limited Partner does not specify on the form of
proxy how the Limited Partner's Units are to be voted, or if a Limited
Partner fails to return a proxy, the Limited Partner, pursuant to
Section 14.04 of the Partnership Agreement, shall be deemed to have
granted to the Management Committee a proxy solely for those matters
noted on the form of proxy and the Management Committee will vote all
such proxies "FOR" each proposal noted on the enclosed form of proxy.
Abstentions so marked on any proposal will be recorded as neither a
vote for or against any proposal so marked.
PROXY INSTRUCTIONS
1. Please sign exactly as the name or names appear hereon.
2. If Units of limited partnership interest are held jointly by two or
more persons, each joint holder should sign the proxy.
3. A proxy executed by a corporation should be signed in its name by
an authorized officer.
4. Person signing as executors, administrators, trustees and partners
should so indicate when signing.
5. As expressly provided in Section 14.04 of the Partnership Agreement,
proxies not returned shall be deemed to have been granted to the Management
Committee and shall be voted in favor of each matter noticed for and acted
upon at the meeting.
Dated:__________________, 2000
By signing below, the undersigned hereby acknowledges receipt of the
Proxy Statement and the 1999 Annual Report.
Signature(s)_____________________________________
_____________________________________
If the information on the mailing label is not correct, please make
changes below:
Social Security #: ______ - _____ - ____________
Address: ___________________________
____________________________
PLEASE MARK, DATE, AND SIGN THIS PROXY AND RETURN IT IN THE ENVELOPE
PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.
YOUR VOTE MUST BE RECEIVED PRIOR TO THE INITIAL MEETING OF LIMITED
PARTNERS TO BE HELD ON OCTOBER 6, 2000.
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