DEFINITIVE PROXY MATERIALS
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
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240.14a-12
Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P.
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<PAGE>
TECHNOLOGY FUNDING VENTURE PARTNERS V,
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 V, AN
AGGRESSIVE GROWTH FUND, L.P.:
Notice is hereby given that the Meeting of Limited Partners of
Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P.
the "Partnership") will be held at 1:30 p.m. (Mountain Time) on
September 11, 1998 at the Partnership's offices at 460 St. Michael's
Drive, Bldg. 1000, Santa Fe, New Mexico, 87505, for the following
purposes:
1. To elect three Individual General Parters;
2. To elect two Managing General Partners;
3. To ratify the selection of KPMG Peat Marwick LLP as independent
certified accounts of the Partnership; and
4. 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 15, 1998 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,
Charles R. Kokesh
General Partner,
Technology Funding Inc.
San Mateo, California
Dated: July 24, 1998
<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 24, 1998
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
as Amended, to hold Partnership meetings every three years 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 1:30 p.m. (Mountain Time) on September 11,
1998 (the "Meeting") at the Partnership's offices at 460 St. Michael's
Drive, Bldg. 1000, Santa Fe, New Mexico, 87505, and any adjournment
thereof.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Only Limited Partners of record on July 15, 1998 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 beneficially owned
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.
A majority passing vote by Limited Partners is necessary for each item
to be approved. Proxies will be tallied prior to and will be presented
at the Annual Meeting.
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 every three
years 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. The Securities and Exchange Commission (the "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
Investment Company Act, solely by reason of their being partners of the
Partnership and co-partners of one another. While not superseding the
partnership's order, the SEC has adopted a Rule under the Investment
Company Act of 1940 to the same operative effect. 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 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
Nominee Age owned effective June 30, 1998
--------- ---- ----------------------------
Ben H. Crawford, Ph.D. 59 Twenty
Harry E. Kitch, P.E. 52 Twenty
Alfred E. Osborne, Jr., Ph.D. 54 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 Harold Price Center for
Entrepreneurial Studies at the John E. Anderson Graduate School of
Management. He has been at UCLA since 1972. Dr. Osborne also serves as
a director of several public and private corporations.
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 for a committee meeting 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 $12,590.21, $14,290.47 and
$10,728.39, respectively, for the fiscal year ended December 31, 1997.
Individual General Partner Meetings and Committees
During 1997, 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 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 2 general partners and 16 limited
partners. Mr. Kokesh is the managing general partner of TFL. The
general partners of TFL are all officers of TFI; Mr. Kokesh is also the
sole director of TFI.
Voting Interest in the Managing General Partners
The following table sets forth the voting interests of the general
partners of TFL as of June 30, 1998. TFL is the sole shareholder of TFI.
Mr. Kokesh may be deemed to be 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 percentage set forth above.
Key Personnel of the Managing General Partners
Charles R. Kokesh, 50, 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.
Gregory T. George, 49, 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, 43, 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, 39, 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.
Compensation
The Managing General Partners receive a management fee from the
Partnership as well as a share of Partnership profits and losses. The
management fee is designed to compensate the Managing General Partners
for expenses incurred in performing management duties for the
Partnership. In 1997, the Partnership incurred $389,995 in management
fees.
PROPOSAL 3. SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
At its meeting to be held on September 11, 1998, the Individual General
Partners of the Partnership expect to select the firm of KPMG Peat
Marwick LLP ("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 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 4. 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.
ADDITIONAL INFORMATION
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, 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, 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.
LIMITED PARTNER PROPOSALS
A Limited Partner may submit proposals to be included in a Partnership
Proxy Statement and Form of Proxy. The Managing General Partners must
receive such proposals by March 15 of the calendar year in which
inclusion of such proposal is sought for a meeting 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 AT LEAST 50% OF THE
OUTSTANDING UNITS, ALL LIMITED PARTNERS ARE URGED TO COMPLETE, SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POST-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 11, 1998
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 V, An Aggressive Growth
Fund, L.P. (the "Partnership") to be held at the Partnership's offices
at 460 St. Michael's Drive, Building 1000, Santa Fe, New Mexico 87505 on
September 11, 1998 at 1:30 p.m. (Mountain Time), 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
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. RATIFICATION OF THE SELECTION OF KMPG PEAT MARWICK LLP as
independent certified public accountants of the Partnership.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their descretion, upon such other business as may properly
come before the meeting or any adjournment thereof.
The Management committee recommends a vote FOR all nominees identified
in proposals 1 and 2 above and FOR proposal 3. This proxy is solicited
on behalf of the Management Committee. This proxy will be voted as
directed. In the absence of direction, this proxy will be voted for all
nominees in proposals 1 and 2 and for proposal 3.
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:__________________, 1998
Signature(s)__________________________________________________
___________________________________________________
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENVELOPE PROVIDED,
WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.
YOUR VOTE MUST BE RECEIVED PRIOR TO THE INITIAL MEETNG OF LIMITED
PARTNERS TO BE HELD ON SEPTEMBER 11, 1998.
If the information on the mailing label is not correct, please make
changes below:
Social Security _____-_____-_____________
Address: _______________________________
_______________________________
Social Security # __________________________________________
