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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
| | Preliminary Proxy Statement
|_| Confidential, for use of Commission only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TELECOMMUNICATIONS INCOME FUND IX, L. P.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act
Rules 14a-6(i) and 0-11.
CALCULATION OF FILING FEE
Proposed Aggregate Consideration Amount of Filing Fee
to be Received
for Partnership Asset
_______________________ _______________________
|_| 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.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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Telecommunications Income Fund IX, L.P.
100 Second Street S.E.
Cedar Rapids, Iowa 52401
October 4, 1999
_________________________
_________________________
_________________________
_________________________
The Proxy Statement and Notice of Special Meeting are being furnished to the
limited partners of Telecommunications Income Fund IX, L.P. (the "partnership")
in connection with the solicitation of proxies by the partnership to be used at
the meeting of limited partners to be held on Thursday, November 11, 1999, at
1:30 P.M. and at any adjournments or postponements thereof. The meeting will be
held at Crowne Plaza Hotel, 350 First Avenue, N. E., Cedar Rapids, Iowa 52401.
At the meeting, the limited partners will be asked to consider and vote on an
amendment to the Amended and Restated Agreement of Limited Partnership (the
"partnership agreement") of the partnership to extend the term of the
partnership.
The partnership entered the liquidation phase on May 1, 1998. As required by the
partnership agreement, while in the liquidation phase the partnership has not
entered into any additional leases. Instead, it has focused its activities on an
orderly liquidation of the assets of the partnership to provide funds to make
liquidating distributions to the limited partners.
The partnership agreement provides that the partnership will terminate on
December 31, 1999. If the partnership is terminated on that date, the general
partner will have to finalize its liquidation activities before the end of 1999.
This will require the general partner to sell certain assets at prices that the
general partner believes do not reflect the true value of the assets. The
general partner believes that it is in the best interest of the partnership and
the limited partners to extend the term of the partnership so the general
partner can complete an orderly liquidation of partnership assets. If the term
is extended, the partnership would continue to hold certain leases, notes and
other assets currently owned by the partnership for which it could not realize
full value if required to liquidate before the end of the year. Generally,
payments on currently owned leases and notes would be collected in the ordinary
course of business for the full term of the leases and notes. When collected,
those payments would be available for distribution to limited partners. Assets
other than leases and notes would be liquidated as determined by the general
partner to obtain the highest value. Funds received from such liquidations would
be available for distribution to the limited partners when received by the
partnership. The proposed amendment is described in detail in the Proxy
Statement.
In order to extend the term of the partnership, limited partners holding a
majority of interest in the partnership of record as of September 30, 1999
must approve the amendment. Limited partners may vote in person or by proxy.
This proxy solicitation is made by the general partner on behalf of the
partnership. The general partner seeks your affirmative vote, in person or by
proxy, in favor of the amendment to the partnership
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agreement. For the reasons set forth in the accompanying Proxy Statement, the
general partner recommends the limited partners vote in favor of the amendment.
Because it is important that your partnership interest be voted at the meeting,
whether or not you plan to attend in person, we urge you to complete, date and
sign the enclosed proxy and return it as promptly as possible in the
accompanying envelope. If you do attend the meeting and wish to vote in person,
even after returning your proxy, you still may do so.
We look forward to seeing you in Cedar Rapids on November 11, 1999.
Very truly yours,
Nancy Lowenberg, Executive
Vice President and General Manager
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TELECOMMUNICATIONS INCOME FUND IX, L.P.
an Iowa limited partnership
NOTICE OF SPECIAL MEETING OF LIMITED PARTNERS
TO BE HELD ON NOVEMBER 11, 1999
A special meeting of limited partners of TELECOMMUNICATIONS INCOME FUND
IX, L.P. (the "partnership") will be held on Thursday, November 11, 1999, at
1:30 P.M. The meeting and any adjournments or postponements thereof will be held
at Crowne Plaza Hotel, 350 First Avenue, N.E., Cedar Rapids, Iowa 52401 for the
following purposes:
ITEM 1. At the meeting, the limited partners will be asked to
consider and vote to approve an amendment to the Amended and
Restated Agreement of Limited Partnership (the "partnership
agreement") of the partnership. The purpose of the amendment
is to extend the term of the partnership to December 31,
2005.
ITEM 2. To transact such other business as may properly come before
the meeting and any adjournments or postponements thereof.
The general partner recommends that you vote in favor of all items.
Only limited partners of record on September 30, 1999 will be entitled
to vote at the special meeting or any adjournment or postponement thereof.
This special meeting is called by the general partner.
General Partner:
BERTHEL FISHER & COMPANY
LEASING, INC.
By:_________________________________________
Nancy Lowenberg, Executive Vice President
and General Manager
Cedar Rapids, Iowa
October 4, 1999
YOUR VOTE IS IMPORTANT. We would appreciate you promptly voting, signing and
returning the enclosed proxy, which will help in avoiding the additional expense
of a second solicitation. The enclosed addressed envelope requires no postage
and is intended for your convenience.
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PROXY STATEMENT
TELECOMMUNICATIONS INCOME FUND IX, L.P.
100 Second Street, S.E., Cedar Rapids, Iowa 52401
Special Meeting of Limited Partners
November 11, 1999
This Proxy Statement is furnished in connection with the solicitation
of proxies to be used at the special meeting of limited partners to be held on
Thursday, November 11, 1999, at 1:30 P.M. at the Crowne Plaza Hotel, 350 First
Avenue, N.E., Cedar Rapids, Iowa 52401, and at any adjournments or postponements
thereof.
Telecommunications Income Fund IX, L.P. is a limited partnership
organized under Iowa law on April 8, 1991. The partnership commenced operations
on December 3, 1991. The partnership is managed by Berthel Fisher & Company
Leasing, Inc., the general partner. The mailing address of the partnership is
100 Second Street, S.E., Cedar Rapids, Iowa 52401. Solicitation of proxies is
being made by the mailing of the Notice of Special Meeting and this Proxy
Statement with its enclosures on or about October 4, 1999.
The general partner knows of no business other than that mentioned in
the Notice of Special Meeting that will be presented for consideration at the
special meeting. If any other matter is properly presented, it is the intention
of the persons named in the enclosed proxy to vote in accordance with their best
judgment.
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement is being furnished to limited partners in
connection with the solicitation of proxies by the general partner for use at
the special meeting of limited partners to be held at the time, place, and for
the purposes set forth in the accompanying Notice of Special Meeting and at any
adjournments or postponements thereof.
Limited partners of record at the close of business on September 30,
1999 (the "Record Date") will be entitled to one vote for each unit held. As of
the Record Date there were 67,450 units of the partnership outstanding. To the
knowledge of the general partner, no person owned beneficially more than 5% of
the partnership's outstanding units at the Record Date. As of the Record Date,
the general partner and officers and directors of the general partner owned 40
units.
The representation in person or by proxy of at least a majority of the
outstanding units entitled to vote at the special meeting is necessary to
establish a quorum for the transaction of business. Approval of the amendment to
the partnership agreement requires the affirmative vote of a majority of
outstanding units. Only units voted in favor of the amendment will be counted
toward achievement of a majority for purposes of the vote on the amendment;
abstentions have the same effect as votes against the amendment.
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Proxies given by limited partners for use at the meeting may be revoked
at any time prior to the exercise of the powers conferred by giving notice of
revocation to the partnership in writing or at the meeting or by delivering to
the partnership a later appointment which supersedes the earlier one.
Abstentions will be counted only for the purpose of determining the existence of
a quorum but have the effect of a no vote on the proposal to amend the
partnership agreement.
The cost of soliciting proxies in the accompanying form will be borne
by the partnership. To obtain the necessary representation at the special
meeting, supplementary solicitations may be made by mail, telephone, or
interview by directors, officers and regular employees of the general partner
without additional compensation therefor. It is anticipated that the total cost
of any such supplementary solicitations would be nominal.
MANNER OF VOTING PROXIES
All proxies received by the general partner will be voted on all
matters presented at the special meeting in accordance with the choices
specified in such proxies, and if not limited to the contrary, will be voted for
Item 1, amendment to the partnership agreement.
The general partner knows of no other matters to be brought before the
special meeting. If, however, because of any unexpected occurrence, any other
matters properly come before the special meeting, it is the intention of the
general partner that proxies not limited to the contrary will be voted at the
discretion of the general partner.
REPORTS
The 1998 Annual Report, which includes financial statements, and the
quarterly report filed with the Securities and Exchange Commission on Form 10-Q
have previously been mailed to each limited partner receiving this Proxy
Statement.
FORWARD LOOKING STATEMENTS
Certain statements in this Proxy Statement relate to future events and
expectations, and as such, constitute what are called "forward-looking
statements." For purposes of this Proxy Statement, any statements contained in
this Proxy Statement that are not statements of historical fact may be deemed to
be forward-looking statements. Without limitation by the foregoing description,
the words "believes," "anticipates," "expects," "determined" and similar
expressions used in this solicitation statement are intended to identify
forward-looking statements. Such forward-looking statements are subject to known
and unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the partnership to be materially
different from historical achievements of the partnership. Although the
partnership believes that its expectations reflected in such forward-looking
statements are based on reasonable assumptions, no assurance can be given that
such expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the expectations reflected in the
forward-looking statements herein include, among others, factors affecting the
telecommunications industry and the leasing industry, interest rates, general
economic, business and market conditions, changes in federal laws and increased
competitive pressure in the leasing industry.
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TERMINATION AND AMENDMENT OF PROXY STATEMENT.
The general partner expressly reserves the right, in its sole
discretion, at any time and from time to time to amend or supplement this Proxy
Statement. Any amendment will be followed as promptly as practicable by written
notice. Without limiting the manner in which the general partner may choose to
make any written notice, except as provided by applicable law, the general
partner will have no obligation to publish, advertise or otherwise communicate
such notice by public announcement.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE SPECIAL MEETING?
At the special meeting, limited partners will act upon Item 1, as
described in the accompanying notice of meeting, i.e., amendment of the
partnership's Amended and Restated Agreement of Limited Partnership.
WHO IS ENTITLED TO VOTE?
Only limited partners of record at the close of business on the Record
Date, September 30, 1999, are entitled to receive notice of the special meeting
and to vote the units they held on that date at the meeting or any postponement
or adjournment of the meeting. Each outstanding unit entitles its holder to cast
one vote on each matter to be voted upon. As of the Record Date there were
67,450 units of the partnership outstanding. The general partner owns 40 units
of the partnership and is entitled to vote those units at the special meeting.
WHO CAN ATTEND THE MEETING?
All limited partners as of the Record Date, September 30, 1999, or
their duly appointed proxies, may attend.
WHAT CONSTITUTES A QUORUM?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the units outstanding on the Record Date will constitute a quorum,
permitting the meeting to conduct its business. As of the Record Date, 67,450
units of the partnership were outstanding, held by approximately 1,177 limited
partners of record. Proxies received but marked as abstentions will be included
in the calculation of the number of shares considered to be present at the
meeting but will not be counted as votes cast "for" or "against" any given
matter. If less than a majority of outstanding units entitled to vote are
represented at the meeting, a majority of the units present at the meeting may
adjourn the meeting to another date, time or place, and notice need not be given
of the new date, time or place if the new date, time or place is announced at
the meeting before an adjournment is taken.
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HOW DO I VOTE?
If you complete and properly sign the accompanying proxy and return it
to us, it will be voted as you direct. If you are a registered limited partner
and you attend the meeting, you may deliver your completed proxy in person.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY?
Yes. Even after you have submitted your proxy, you may change your vote
at any time before the proxy is exercised by filing with the general partner
either a notice of revocation or a duly executed proxy bearing a later date. The
powers of the proxy holders will be suspended if you attend the meeting in
person and so request, although attendance at the meeting will not by itself
revoke a previously granted proxy.
WHAT ARE THE GENERAL PARTNER'S RECOMMENDATIONS?
The general partner recommends a vote FOR the proposal to amend the
Amended and Restated Agreement of Limited Partnership to extend the term of the
partnership. Unless you give other instructions on your proxy, the persons named
as proxy holders on the proxy will vote in accordance with the recommendations
of the general partner. The general partner's recommendation and the reasons for
such recommendation are set forth in detail below, under "Amendment to the
Amended and Restated Agreement of Limited Partnership."
The general partner does not know of any other matters that may be
brought before the meeting. If any other matter should properly come before the
meeting the proxy holders will vote as recommended by the general partner or, if
no recommendation is given, in accordance with their best judgment.
WHAT VOTE IS REQUIRED TO APPROVE ITEM 1?
The affirmative vote of a majority of outstanding units is required to
approve the amendment to the partnership agreement. A properly executed proxy
marked to abstain with respect to the vote on Item 1 will not be voted with
respect to Item 1, although it will be counted for purposes of determining
whether there is a quorum.
WHO PAYS FOR THE PREPARATION OF THE PROXY?
The partnership will pay the cost of preparing, assembling and mailing
the proxy statement, notice of special meeting and enclosed proxy. In addition
to the use of mail, employees, officers and directors of the general partner may
solicit proxies personally and by telephone. Employee, officers and directors of
the general partner will receive no compensation for soliciting proxies other
than their regular salaries.
The approximate date that this Proxy Statement and the enclosed form of
Proxy are first being sent to limited partners is October 4, 1999. You should
review this information in conjunction with the partnership's 1998 Annual Report
on Form 10-K and the partnership's quarterly report on Form 10-Q, which were
previously sent to all limited partners. The partnership's principal executive
offices are located at 100 Second Street, S.E., Cedar Rapids, Iowa 52401, and
our telephone number is (319) 365-2506. A list of
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limited partners entitled to vote at the special meeting will be available at
the partnership's offices for a period of ten days prior to the meeting and at
the meeting itself for examination by any limited partner.
AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
WHAT AMENDMENT TO THE PARTNERSHIP AGREEMENT IS PROPOSED?
The partnership agreement currently calls for the partnership to
terminate on December 31, 1999. The general partner has proposed an amendment to
the partnership agreement to extend the term of the partnership to December 31,
2005.
WHAT IS THE RECOMMENDATION OF THE GENERAL PARTNER?
For the reasons set forth below in "Why Does The General Partner
Believe The Limited Partners Should Amend The Partnership Agreement to Extend
The Term of The Partnership?" the general partner believes that it is in the
interest of the limited partners to extend the term of the partnership.
Accordingly, the general partner recommends that you vote to approve the
amendment. Your proxy will be voted "for" approval of the amendment unless you
specify otherwise.
WHY DOES THE GENERAL PARTNER BELIEVE THE LIMITED PARTNERS SHOULD AMEND THE
PARTNERSHIP AGREEMENT TO EXTEND THE TERM OF THE PARTNERSHIP?
As of July 31, 1999, the partnership owned assets that the general
partner believes cannot be readily liquidated at fair values before the end of
1999. The following table presents information regarding certain assets of the
partnership as of July 31, 1999:
Contract balance remaining on
all lease contracts(a) $ 836,722.00
Estimated residual value(b) 111,843.00
Equipment(c) 616,462.00
Notes receivable(d) 39,453.00
Other assets(e) 136,779.00
Stock investments(f) 310,318.00
--------------
Total assets(g) $ 2,051,577.00
==============
(a) Contract balance remaining refers to the total of all payments
remaining to be made on all existing leases. As of July 31, 1999, the
partnership owned 22 leases with 18 lessees. This number includes
$31,588 due on a lease in default, which the general partner has
initiated legal action to collect. As of July 31, 1999 the average
maturity of these leases is July 30, 2001, with the longest maturity
being March 14, 2003.
(b) The estimated residual value is the value at the end of each lease of
all equipment currently leased by the partnership, net of costs of
handling and sale, as estimated by the general partner.
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(c) The value of equipment is the estimated value of equipment owned by the
partnership that is not currently subject to a lease. The partnership
has established provision for possible losses with respect to this
equipment of $115,358.
(d) The partnership currently owns three notes receivable from one company.
As of July 31, 1999, the average maturity of these notes is September
30, 2000, with the longest maturity being January 30, 2001.
(e) Other assets owned by the partnership consist of a working capital loan
made to one customer and the net amount of various receivables owed to
the partnership for taxes advanced or owed by the partnership.
(f) Stock investments include equity positions owned by the partnership in
two companies. This value reflects the market price on July 31, 1999,
discounted by thirty percent. The equity securities of one of the
companies are subject to restrictions on sale by the partnership.
(g) The partnership currently has no bank debt.
If the partnership terminates on December 31, 1999, the general partner
will be required to liquidate all of the remaining assets within the next
several months. The general partner believes that it can generate more cash by
liquidating the assets over the proposed extended period than it could generate
by liquidating the assets within the next several months. The general partner's
beliefs are based on the following:
- Although the general partner has sought purchasers for the
remaining portfolio of leases and notes, it has not found
purchasers willing to buy the portfolio without significant
discounts. The general partner believes it will not find
purchasers for the remaining portfolio of leases who are
willing to purchase the leases without discounts in excess
of 50%.
- The general partner believes that it will collect more lease
and note payments over the life of the leases and notes than
it could realize upon a sale of the lease and note portfolio.
Of the 22 leases, ten are current, six are 1-30 days past due,
one is 31-60 days past due, two are 91-120 days past due, and
three are more than 181 days past due. The three notes are
1-30 days past due. All but four of the leases and notes are
personally guaranteed. There is no certainty that the
partnership will collect all of the payments due on all of its
leases and notes.
- The general partner has sought buyers for the equipment owned
by the partnership that is not currently subject to leases.
The general partner believes this equipment is saleable, but
the general partner expects it may take beyond the end of 1999
to find a buyer who is willing to pay a reasonable price for
the equipment.
- As leases and notes are paid in full, the equipment currently
subject to those leases and notes will be available for sale
by the partnership. The general partner believes that it may
take several months beyond the end of each lease and note to
locate buyers who are willing to pay reasonable prices for
such equipment.
- The partnership owns equity securities of a company that are
publicly traded. However, the securities owned by the
partnership cannot be readily sold because the partnership is
subject to rules of the Securities and Exchange Commission
that restrict the amount of shares that
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the partnership can sell. If the term of the partnership is
not extended, the general partner believes it would incur
significant expenses related to the marketing of the
securities, and the general partner believes the partnership
would be required to sell the securities at prices below the
current price of the stock. Extending the term of the
partnership would allow the partnership to better market the
securities.
- If the term of the partnership is extended, the general
partner will have greater flexibility both to generate
additional revenue from continuing to operate existing leases
and to determine when to sell an asset based on market
conditions.
- The general partner would continue to consider the orderly
liquidation of leases and notes prior to their maturity, but
the general partner would be able to sell the leases and notes
only when appropriately priced liquidation alternatives were
available.
- The general partner would continue to make at least quarterly
distributions to limited partners, depending upon the
availability of funds from the collection of leases and notes
and the availability of funds from the proceeds of sale of
assets.
- The partnership agreement provides that no management fees are
to be paid during the liquidation phase. Accordingly, although
the general partner would be actively involved in the
operation of the partnership for a longer term, the
partnership would not pay management fees during the extended
term.
WHAT EFFECT WILL AN EXTENSION OF THE TERM OF THE PARTNERSHIP HAVE ON ME?
The general partner believes that the amount of distributions would be
increased over the amount that would be distributed if the amendment is not
approved and liquidation occurs before December 31, 1999. Another effect of an
extension of the partnership on each limited partner is that distributions from
liquidations, although greater in amount, would be delayed.
WHAT IF THE LIMITED PARTNERS DO NOT APPROVE THE AMENDMENT?
If the limited partners do not approve the amendment, the general
partner would endeavor to finalize its liquidation activities before the end of
1999 in order to terminate the partnership and make final cash distributions to
limited partners. The partnership agreement prohibits the distribution of
non-cash assets to the limited partners. The proceeds of liquidation would be
distributed as soon after December 31, 1999 as practicable, and the partnership
would be terminated. The general partner believes this would result in the sale
at disadvantageous prices of the partnership's assets, including the portfolio
of leases and notes, the equipment owned by the partnership, the equity
securities owned by the partnership and the residual value of equipment
currently subject to lease.
The general partner believes the sale of leases and notes prior to
December 31, 1999 would require discounts in excess of 50% from the contract
balance remaining of leases and from the total payments remaining on notes.
Thus, the partnership would receive gross proceeds on the sale of all leases and
notes of only a fraction of the remaining scheduled lease and note payments.
Furthermore, the sale of leases and notes would likely include the sale at
little or no value of the residual value of equipment subject to such leases and
notes.
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The partnership's equipment consists of equipment not subject to
leases. The general partner believes if it were required to liquidate these
assets prior to December 31, 1999, the sale of these assets would be subject to
significant discounts.
Similarly, the general partner believes if it were required to sell the
partnership's equity securities before the end of 1999 it would have to sell the
equity securities at disadvantageous prices.
FORM OF AMENDMENT TO THE AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
RESOLUTION
Article III of the Partnership Agreement is amended
to read as follows:
"The Partnership commences at the time of the filing
of the Certificate of Limited Partnership in the
office of the Secretary of State of the State of
Iowa, and will continue until December 31, 2005,
unless sooner dissolved and terminated as provided
herein."
MISCELLANEOUS MATTERS
OTHER MATTERS
As of the date of this proxy statement, the general partner knows of no
business that will be presented for consideration at the special meeting other
than Item 1 referred to above. If any other matter is properly brought before
the meeting for action by limited partners, proxies in the enclosed form
returned to us will be voted in accordance with the recommendation of the
general partner or, in the absence of such a recommendation, in accordance with
the judgment of the proxy holder.
AVAILABLE INFORMATION
The partnership is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC"). Copies of such reports,
proxy statements and other information filed by the partnership can be inspected
and copied at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices located
at Citicorp Center, 500 West Madison, 14th Floor, Chicago, Illinois 60661 and
Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such
documents also may be obtained, at prescribed rates, from the Public Reference
Section of the SEC at 450 Fifth Street, N.W.,
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Washington, DC 20549. The SEC also maintains a website (http://www.sec.gov) that
contains reports, proxy statements and other information regarding companies
such as the partnership that file electronically with the SEC. This Proxy
Statement was filed electronically with the SEC.
ANY QUESTIONS ABOUT THIS PROXY SOLICITATION OR REQUESTS FOR COPIES OF DOCUMENTS
MAY BE DIRECTED TO MR. LES SMITH, MS. NANCY LOWENBERG OR MR. RONALD O.
BRENDENGEN, AT (319) 365-2506, OR IN WRITING, IN CARE OF THE PARTNERSHIP, AT 100
SECOND STREET, S.E., CEDAR RAPIDS, IOWA 52401.
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FORM OF PROXY
TELECOMMUNICATIONS INCOME FUND IX, L.P.
an Iowa Limited Partnership
(THE "PARTNERSHIP")
THIS PROXY IS SOLICITED ON BEHALF OF THE PARTNERSHIP BY THE GENERAL PARTNER,
BERTHEL FISHER & COMPANY LEASING, INC. YOUR VOTE WILL BE RECORDED IN ACCORDANCE
WITH THE INSTRUCTIONS BELOW. IF NO INSTRUCTIONS ARE INDICATED ON THIS PROXY, BY
YOUR SIGNATURE YOU WILL BE DEEMED TO HAVE CONSENTED TO VOTE IN FAVOR OF ITEM 1.
The undersigned limited partner of Telecommunications Income Fund IX,
L.P., an Iowa limited partnership, hereby appoints Thomas J. Berthel and Nancy
Lowenberg, and each of them, as proxies for the undersigned, each with full
power of substitution, for and in the name of the undersigned to act for the
undersigned and to vote, as designated below, all units of limited partnership
interest of Telecommunications Income Fund IX, L.P. that the undersigned is
entitled to vote at the special meeting of limited partners of
Telecommunications Income Fund IX, L.P. to be held on Thursday, November 11,
1999, at 1:30 p.m., local time, at Crowne Plaza Hotel, 350 First Avenue, N.E.,
Cedar Rapids, Iowa 52401, and at any adjournment(s) or postponement(s) thereof.
THE GENERAL PARTNER RECOMMENDS A VOTE FOR ITEM 1.
Item 1. Amendment to the Amended and Restated Agreement of Limited Partnership
(the "partnership agreement") of Telecommunications Income Fund IX,
L.P. The purpose of the amendment is to extend the term of the
partnership to December 31, 2005.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED LIMITED PARTNER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" ITEM 1.
The undersigned hereby acknowledges receipt of (i) the Notice of Special Meeting
of Limited Partners and (ii) the Proxy Statement.
Dated:_____________, 1999 ________________________________________
(Signature)
________________________________________
(Signature if held jointly)
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________________________________________
________________________________________
________________________________________
IMPORTANT: Please sign exactly as your name appears hereon and mail it
promptly even though you may plan to attend the Telecommunications
Income Fund IX, L.P. special meeting. When units are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name
by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
PRE-PAID ENVELOPE OR DELIVER TO : Mr. Les Smith, Secretary, Berthel Fisher &
Company Leasing, 100 Second Street. S.E., Cedar Rapids, Iowa 520401. A postage
pre-paid envelope has been enclosed with the Proxy materials for your
convenience. However, in order to insure that Proxies are received in time,
Limited Partners may wish to send the Proxy by using an overnight courier
delivery or, if the Proxy is to be delivered by United States mail, you may wish
to use certified or registered mail, return receipt requested.
To be counted, a duly completed and signed Proxy (or facsimile thereof) must be
received by the general partner at the address (or facsimile number) set forth
below before 1:30 P.M. Central Standard Time, on November 11, 1999 unless
extended or terminated earlier.
By Mail: Mr. Les Smith
Secretary
Berthel Fisher & Company Leasing
100 Second Street. S.E.
Cedar Rapids, Iowa 520401
By Hand Delivery: Berthel Fisher & Company Leasing
100 Second Street. S.E.
Cedar Rapids, Iowa 520401
By Facsimile: Mr. Les Smith
(319) 365-9141
For Information Call: Mr. Les Smith, Ms. Nancy Lowenberg or Mr. Ronald O.
Brendengen
Berthel Fisher & Company Leasing
100 Second Street. S.E.
Cedar Rapids, Iowa 520401
(319) 365-2506
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