SEC Company Response from TECHNOLOGY FUNDING PARTNERS III L P (CIK 0000808066) — Apr 5, 2005
TECHNOLOGY FUNDING PARTNERS III L P (CIK 0000808066)
Date: April 5, 2005 · CIK: 0000808066 · Accession: 0000808066-05-000012
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Technology Funding
1107 Investment Boulevard
El Dorado Hills, California 95762
April 5, 2005
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
This letter is in response to telephonic comments received on March 3,
2005, regarding preliminary proxy statements filed with the U.S. Securities
and Exchange Commission ("SEC") on March 2, 2005, for the upcoming
tri-annual meetings of Limited Partners of our three venture capital funds,
Technology Funding Partners III, L.P. ("P-3"), Technology Funding Venture
Partners IV, An Aggressive Growth Fund, L.P. ("VP-4"), and Technology
Funding Venture Partners V, An Aggressive Growth Fund, L.P. ("VP-5"),
herein collectively referred to as "the Partnerships."
We have summarized the comments below, followed by our response. Unless
otherwise noted, the comment refers to all three Partnerships.
1. The Notice of Meeting should indicate the type of meeting.
We inserted "Tri-Annual" into the heading.
2. The reference to "independent certified public accountants" should be
changed to "independent registered public accountant."
The change was made in all three proxy statements and on the proxy cards.
3. The information about the number of votes necessary to be elected should
be written in plain English.
The paragraph now reads as follows:
"The nominees for Individual General Partners and Managing General Partners
receiving the highest number of votes that constitute a majority of the
Units outstanding shall be elected."
4. The nominees' consent to being named in the proxy statement should be
so stated.
The sentences now read:
"Each nominee listed below has consented to continue to serve as an Individual
General Partner and to being named in this Proxy Statement."
and
"The nominees have consented to continue to serve as Managing General Partners
and to being named in this Proxy Statement."
5. Proposal 3 which asks Limited Partners to vote to ratify the appointment
of Grant Thornton LLP as the Partnership's independent registered public
accountants should be in compliance with provisions of Item 9 of Schedule 14A.
All such changes were made, including the disclosure of all fees paid to the
independent registered public accountants for the last two fiscal years.
6. The proxy statements should be in compliance with provisions of Item 7(d)
of Schedule 14A.
The proxy statements include a paragraph that explains that functions normally
performed by standing audit, nominating and compensation committees are
performed by all of the Independent General Partners of the Partnership due to
the small size of the board - three independent members in the case of P-3 and
VP-5 and two in the case of VP-4.
7. The proxy statements should be in compliance with provisions of Item 7(h)
relating to security holders' communications to the board of directors.
The following paragraph was added to the proxy statements:
"The Annual Reports mailed to Limited Partners of record include the name and
address of each Individual General Partner, so that Limited Partners may
communicate directly with the Independent General Partners."
8. The following language that appears in under "Limited Partner Proposals" in
the proxy statements should also appear in boldface on the separate proxy cards.
The following sentence in boldface and all-caps has been inserted at the top of
the proxy card: "The proxies solicited by the Partnership will confer general
discretionary authority only with regard to such matters specifically noticed
in this proxy."
In closing, Technology Funding and the Partnerships acknowledge that:
(1) the Partnerships are responsible for the adequacy and accuracy of the
disclosure in the filings;
(2) SEC staff comments or changes to disclosure in reviewed filings in
response to SEC staff comments do not foreclose the Commission from taking any
action with respect to the filing; and
(3) the Partnerships may not assert SEC staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please direct any questions you may have about the proxies to Julie Anne
Overton in our Santa Fe office. You may reach Ms. Overton at 800-821-5323
or 505-982-2200. Thank you.
Very truly yours,
/s/ Charles R. Kokesh
President, Technology Funding Inc.
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