TECHNOLOGY FUNDING VENTURE PARTNERS V,
AN AGGRESSIVE GROWTH FUND, L.P.
2000 Alameda de las Pulgas, Suite 250
San Mateo, California 94403
NOTICE OF ANNUAL MEETING OF LIMITED PARTNERS
To the Limited Partners of TECHNOLOGY FUNDING VENTURE
PARTNERS V, AN AGGRESSIVE GROWTH FUND, L.P.:
Notice is hereby given that the Annual Meeting of Limited
Partners of Technology Funding Venture Partners V, An
Aggressive Growth Fund, L.P. (the "Partnership") will be
held at 2:30 p.m. on September 8, 1995 at the Partnership's
offices at 2000 Alameda de las Pulgas, Suite 250, San Mateo,
California, for the following purposes:
1. To elect three Individual General Partners;
2. To elect two Managing General Partners;
3. To consent to amend the Amended and Restated Limited
Partnership Agreement by adding a new Section 14.11
which provides that the Individual General Partners
shall be required to call a meeting of Limited Partners
for the purpose of seeking Limited Partner consent of
existing General Partners and the approval of existing
independent certified public accountants for the
Partnership only once every three years;
4. To ratify the selection of KPMG Peat Marwick as
independent certified public accountants of the
Partnership; and
5. To transact such other business as may properly come
before the meeting or any adjournment thereof.
By order of the Individual General Partners of the
Partnership, only Limited Partners of record at the close of
business on July 14, 1995 are entitled to notice of and will
be entitled to vote at this meeting or any adjournment
thereof.
You are cordially invited to attend this meeting. WHETHER
OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE COMPLETE,
SIGN, DATE AND RETURN THE ACCOMPANYING PROXY AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE. THE
ENCLOSED PROXY IS BEING SOLICITED BY THE INDIVIDUAL GENERAL
PARTNERS.
By order of the Individual
General Partners,
Frank R. Pope
Executive Vice President
Technology Funding Inc.
San Mateo, California
Dated: July 17, 1995
<PAGE>
TECHNOLOGY FUNDING VENTURE PARTNERS V,
AN AGGRESSIVE GROWTH FUND, L.P.
2000 Alameda de las Pulgas, Suite 250
San Mateo, California 94403
Proxy Statement
July 17, 1995
GENERAL INFORMATION
Technology Funding Venture Partners V, An Aggressive Growth Fund,
L.P. (the "Partnership") is a limited partnership organized under
Delaware law. The Partnership has elected the status of a business
development company under the Investment Company Act of 1940, as
amended (the "Investment Company Act"). It commenced operations on
January 2, 1991. The Partnership completed its offering on
December 31, 1992 raising a total of $40,000,000. The Partnership
is managed and administered by three Individual General Partners.
Subject to the supervision of the Individual General Partners, the
two Managing General Partners, Technology Funding Inc. ("TFI") and
Technology Funding Ltd. ("TFL"), are responsible for management of
the Partnership, negotiation and structuring of financing
arrangements, oversight of the Portfolio Companies and day-to-day
administration of Partnership affairs. Initially capitalized terms
used in this Proxy Statement that are not otherwise defined have
the meanings set forth in the Amended and Restated Limited
Partnership Agreement (the "Partnership Agreement").
The Partnership is required under the terms of its Partnership
Agreement to hold annual Partnership meetings to consider certain
Partnership matters, including the election of General Partners and
ratification of the selection of independent certified public
accountants for the Partnership.
The accompanying proxy is solicited on behalf of the Individual
General Partners for use at the Annual Meeting of Limited Partners
of the Partnership to be held at 2:30 p.m. on September 8, 1995
(the "Meeting") at the Partnership's offices at 2000 Alameda de las
Pulgas, Suite 250, San Mateo, California, and any adjournment
thereof.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Only Limited Partners of record on July 14, 1995 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. To
the knowledge of management of the Partnership, no person owned
beneficially more than five percent of the outstanding Units at
such date. Limited Partners are entitled to one vote for each Unit
held.
Any person signing a proxy in the form accompanying this Proxy
Statement has the power to revoke it prior to the Meeting or at the
Meeting prior to the vote pursuant to the proxy. A proxy may be
revoked by (i) filing a written revocation of the proxy with the
Partnership; (ii) submitting a subsequent proxy that is signed by
the person who signed the earlier proxy; or (iii) attendance at the
Meeting and casting a contrary vote.
The expenses of soliciting proxies in the enclosed form will be
paid by the Partnership. Following the original mailing of the
proxies and other soliciting materials, representatives of the
Partnership may request brokers, custodians, nominees, and other
record holders to forward copies of the proxy and other soliciting
materials to persons for whom they hold Units and to request
authority for the exercise of proxies. In such cases, the
Partnership, upon the request of the record holders, will reimburse
such holders for their reasonable expenses.
PROPOSAL 1. ELECTION OF INDIVIDUAL GENERAL PARTNERS
All General Partners of the Partnership are to be elected annually
by the Limited Partners. As required by the Investment Company
Act, a majority of the General Partners must be individuals who are
not "interested persons" of the Partnership as defined in the
Investment Company Act. Presently, none of the Individual General
Partners is an "interested person" of the Partnership within the
meaning of Section 2(a)(19) of the Investment Company Act.
Therefore, the Individual General Partners constitute the
Partnership's Independent General Partners.
The Individual General Partners have exclusive control of the
management of the Partnership, provide overall guidance and
supervision with respect to the operations of the Partnership and
perform the various duties imposed on the directors of business
development companies by the Investment Company Act. In addition
to general fiduciary duties, the Individual General Partners, among
other things, supervise the management arrangements of the
Partnership and supervise the activities of the Managing General
Partners. Subject to the supervision of the Individual General
Partners, the Managing General Partners are responsible for (i)
management of the Partnership, including analysis and selection of
the Portfolio Companies that the Partnership funds, (ii)
negotiation and structuring of financing arrangements, (iii)
oversight of the Portfolio Companies, and (iv) day-to-day
administration of Partnership affairs.
At the Meeting, the Limited Partners will elect three Individual
General Partners, each to hold office until the next required
annual meeting and until his successor is elected and qualified or
until his earlier resignation or removal. Units represented by the
accompanying proxy will be voted for the election of the nominees
listed below, each of whom is presently an Individual General
Partner of the Partnership and has been such since the Partnership
commenced operations, unless the proxy is marked in such a manner
as to withhold authority so to vote. Each nominee listed below has
consented to continue to serve as an Individual General Partner.
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
Beneficially Owned
Nominee Age Effective 6/30/95
Ben H. Crawford, Ph.D. 55 Twenty
Harry E. Kitch, P.E. 48 Twenty
Alfred E. Osborne, Jr., Ph.D. 50 Seventy
Ben H. Crawford, Ph.D. has been the owner of Horsestead Farms and
McDowell & Crawford Development from May 1985 to the present where
he manages a horse and cattle operation and real estate
development. From May 1979 to May 1985, Dr. Crawford was a
Professor at Colorado State University.
Harry E. Kitch, P.E. is Regional Branch Chief in the Planning
Division, Headquarters, Corps of Engineers, Department of the Army.
Mr. Kitch has been with the Corps of Engineers since August 1971,
serving in a variety of field and headquarters positions until May
1990, when he assumed his present position.
Alfred E. Osborne, Jr., Ph.D. is an Associate Professor of Business
Economics at UCLA and director of the Entrepreneurial Studies
Center at the John E. Anderson Graduate School of Management. He
has been at UCLA since 1972.
Compensation
The Partnership currently pays each Individual General Partner an
annual fee of $6,000 in quarterly installments plus a fee of $1,000
for each meeting of the Individual General Partners or of any
committee thereof (unless called on the same day and place as an
Individual General Partners' meeting, in which case the fee is
$500), up to annual limits of $8,000 and $5,000 for meetings of
Individual General Partners and meetings of committees thereof,
respectively. The Partnership also pays all Individual General
Partners actual out-of-pocket expenses relating to attendance at
meetings. The aggregate fees and expenses paid or payable by the
Partnership to Messrs., Crawford, Kitch and Osborne totaled
$11,945.27, $12,478.38 and $10,661.76, respectively, for the fiscal
year ended December 31, 1994.
Individual General Partner Meetings and Committees
During 1994, the Partnership's Individual General Partners held a
total of four meetings. The Partnership does not have an audit
committee, a compensation committee, a nominating committee or any
committee performing similar functions.
PROPOSAL 2. ELECTION OF MANAGING GENERAL PARTNERS
At the Meeting, two Managing General Partners will be elected, each
to serve until the next required Annual Meeting of Limited Partners
and until its successor is elected and qualified or until its
earlier resignation or removal. It is the intention of the persons
named in the enclosed proxy, unless a contrary instruction is
given, to nominate and vote in favor of the election of the
nominees discussed below. The nominees discussed below have
consented to continue to serve as Managing General Partners.
Technology Funding Inc. is a California corporation formed in 1979.
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. The backgrounds and experience of certain
senior officers of TFI are outlined in "Key Personnel of the
Managing General Partners" below. TFI currently employs
approximately 50 persons, including TFI's senior officers. TFI
uses consultants and outside counsel extensively to provide
expertise in specific areas.
Technology Funding Ltd. is a California limited partnership formed
in 1980. TFL is a registered investment adviser under the
Investment Advisers Act of 1940. TFL has 3 general partners and 17
limited partners. Mr. Kokesh is the managing general partner of
TFL. The general partners of TFL are all officers of TFI; Messrs.
Kokesh and Pope are also directors of TFI.
Voting Interest in the Managing General Partners
TFL is the sole shareholder of TFI. Mr. Kokesh and Mr. Pope may be
deemed to be control persons of TFL. The following table sets
forth the voting interests of the general partners of TFL as of
June 30, 1995.
TFL (1)
Charles R. Kokesh 6 votes
Frank R. Pope 2 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.
Key Personnel of the Managing General Partners
Each of the following persons are affiliated persons of TFI and/or
TFL.
Charles R. Kokesh, 47, is President, Chief Executive Officer and
Chairman 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.
Frank R. Pope, 46, is Executive Vice President, Chief Financial
Officer, Secretary, and a Director of TFI; a general partner of
TFL; and Chairman and Secretary of Technology Funding Securities
Corporation, the wholly-owned broker-dealer subsidiary of TFI.
Before joining Technology Funding in March 1981, he was a Tax
Manager with the accounting firm of Coopers & Lybrand.
Gregory T. George, 46, is a Group Vice President of TFI and a
general partner of TFL. From May 1983 to June 1986, Mr. George was
an independent management consultant specializing in the technical
and strategic analysis of venture-backed software companies.
Thomas J. Toy, 40, is a Group Vice President of TFI and a partner
of TFL. Prior to joining TFI in January 1987, Mr. Toy spent seven
years in various positions with Bank of America, most recently as a
Vice President in corporate lending.
Peter F. Bernardoni, 36, 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.
PROPOSAL 3. CONSENT TO AMENDMENT OF PARTNERSHIP AGREEMENT
The Partnership Agreement provides that the Individual General
Partners shall call annual meetings of Limited Partners for the
purpose of approval and election of General Partners, approval of
auditors and action upon any other matter which requires the
consent of any or all of the Limited Partners. Therefore, annual
meetings of Limited Partners have been conducted during the month
of September each year since the Partnership began operations. The
cost of conducting annual meetings is considerable--approximately
$10,000 per year in third-party costs such as legal, printing,
mailing and regulatory filing fees and expenses. In addition,
drafting, reviewing, soliciting and counting of the proxies consume
a large number of man hours that are part of Partnership
Operational Expenses. The agenda of most of the previous annual
meetings has consisted solely of the re-election of the then-
current General Partners and approval of independent certified
public accountants.
In light of the high cost and the routine nature of the approval of
existing General Partners and auditors,the General Partners are
recommending an amendment to the Partnership Agreement. The
amendment will require the Individual General Partners to call a
meeting for the purpose of seeking Limited Partner approval of
existing and auditors only once every three years. Currently, as
mentioned above, such meeting and vote of Limited Partners are
required to be held every year.
If the amendment is passed, there would be no change in the Limited
Partners or Individual General Partners' ability, as described in
the Partnership Agreement, to call a special meeting or vote on
these two issues at any time. Similarly, a meeting would be called
if other issues requiring Limited Partner consent were to arise.
Accordingly, the General Partners recommend that the Limited
Partners consent to an amendment of the Partnership Agreement by
the addition of a new Section 14.11, which reads as follows:
"14.11 Limited Partner Consent. Notwithstanding the provisions of
this Agreement relating to the rights of Limited Partners, the
Individual General Partners shall be required to call a meeting of
Limited Partners for the purpose of seeking Limited Partner consent
of existing General Partners and existing independent certified
public accountants only once every three years. In those years in
which such meeting is not held and no Limited Partner consent is
sought, Limited Partners shall continue to have the right to
approve and elect existing General Partners and approve existing
independent certified public accountants only by means of a special
meeting of the Partners as described in Section 14.05 or by means
of the procedure for action without a meeting as described in
Section 14.06."
This amendment was proposed last year. While it received
significant approval from those voting, not enough Limited Partners
voted for the amendment to receive the required approval of a
majority of the outstanding Units. The Individual General Partners
recommend a vote for the proposal.
PROPOSAL 4. SELECTION OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
At its meeting to be held on September 8, 1995, the Individual
General Partners of the Partnership expect to select the firm of
KPMG Peat Marwick ("Peat Marwick"), independent certified public
accountants, to examine the financial statements of the
Partnership. The Partnership knows of no direct or indirect
financial interest of such firm in the Partnership. Such
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 such accountants.
Peat Marwick also acts as independent certified 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 Peat Marwick from these other
entities are substantially greater, in the aggregate, than the
total fees received by it from the Partnership. The Individual
General Partners consider the fact that Peat Marwick 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 Peat Marwick with respect to the
Partnership.
Representatives of Peat Marwick 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 5. TRANSACT OTHER BUSINESS
The Individual General Partners do not presently intend to bring
any other business before the Meeting and, so far as it is known to
the Individual General Partners, 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.
LIMITED PARTNER PROPOSALS
A Limited Partner proposal for inclusion in a Partnership Proxy
Statement and Form of Proxy relating to a meeting of Limited
Partners must be received by the Managing General Partners by March
15 of the calendar year in which inclusion of such proposal in the
proxy materials is sought by Limited Partners for a meeting of
Limited Partners to be held during that same calendar year. Mere
submission of a proposal, however, will not guarantee its inclusion
in the proxy materials, as other conditions, such as compliance
with federal regulations and the terms of the Partnership
Agreement, must also be met.
As the Partnership must receive proxies from more than 50% of the
outstanding Units, ALL Limited Partners are urged to complete,
sign, date and return the accompanying Proxy in the enclosed
postage-paid envelope. Your prompt attention to this matter will
avoid costly follow-up correspondence.
Thank you for your assistance.
<PAGE>
TECHNOLOGY FUNDING VENTURE PARTNERS V,
AN AGGRESSIVE GROWTH FUND, L.P.
PROXY FOR ANNUAL MEETING OF LIMITED PARTNERS
September 8, 1995
The undersigned hereby appoints Charles R. Kokesh and Frank R.
Pope, or either of them, each with power of substitution, as
proxies to represent the undersigned at the Annual Meeting of
Limited Partners of Technology Funding Venture Partners V, 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 on September 8, 1995, at 2:30 p.m., 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 on the following matters:
1. ELECTION OF INDIVIDUAL GENERAL PARTNERS
FOR all nominees listed below [_____]
(except as marked to the contrary below):
WITHHOLD AUTHORITY to vote for all nominees listed below [____]
Nominees: Ben H. Crawford, Ph.D., Harry E. Kitch, P.E.
Alfred E. Osborne, Jr., Ph.D.
(Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided
below.)
_____________________________________________________
2. ELECTION OF MANAGING GENERAL PARTNERS
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 on the space provided
below.)
______________________________________________________
3. CONSENT TO AMEND THE AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENT by adding a new Section 14.11 which provides that the
Individual General Partners shall be required to call a meeting
of Limited Partners for the purpose of seeking Limited Partner
consent of existing General Partners and the approval of
existing independent certified public accountants for the
Partnership only once every three years.
[____] FOR [____] AGAINST [____] ABSTAIN
4. RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK as
independent certified public accountants of the Partnership.
[____] FOR [____] AGAINST [____] ABSTAIN
5. In their discretion, upon such other business as may properly
come before the meeting or any adjournment thereof.
The Independent General Partners recommend a vote FOR all nominees
identified in proposals 1 and 2 above and FOR proposals 3 and 4
above. This proxy is solicited on behalf of the Individual General
Partners. This proxy will be voted FOR all nominees in proposals 1
and 2 and FOR proposals 3 and 4.
WILL YOU BE ATTENDING THE ANNUAL MEETING? [_] YES [_] NO
PROXY INSTRUCTIONS
1. Please sign exactly as the name or names appear hereon.
2. If Units of limited partnership interest are held by two or
more persons, all of them should sign the proxy.
3. A proxy executed by a corporation should be signed in its name
by an authorized officer.
4. Executors, administrators, trustees and partners should so
indicate when signing.
Dated: ____________________, 1995
Signature(s)____________________________________
____________________________________
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE
ENVELOPE PROVIDED WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE
UNITED STATES.
