10-Q 1 p5q303.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from N/A to N/A --- --- Commission File No. 814-82 TECHNOLOGY FUNDING VENTURE PARTNERS V, AN AGGRESSIVE GROWTH FUND, L.P. ---------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 94-3094910 ------------------------------- ---------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1107 Investment Blvd., Suite 180 El Dorado Hills, California 95762 --------------------------------------- -------- (Address of principal executive offices) (Zip Code) (916) 941-1400 ------------------------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Units Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12B-2 of the Act). Yes No X --- --- No active market for the units of limited partnership interests ("Units") exists, and therefore the market value of such Units cannot be determined. Forward-Looking Statements -------------------------- The Private Securities Litigation Reform Act of 1995 (the Act) provides a safe harbor for forward-looking statements made by or on behalf of the Partnership. The Partnership and its representatives may from time to time make written or oral statements that are "forward-looking," including statements contained in this report and other filings with the Securities and Exchange Commission, and reports to the Partnership's shareholders and news releases. All statements that express expectations, estimates, forecasts and projections are forward-looking statements within the meaning of the Act. In addition, other written or oral statements, which constitute forward-looking statements, may be made by or on behalf of the Partnership. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts," "may," "should," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. The Partnership undertakes no obligation to update publicly any forward- looking statements, whether as a result of new information, future events or otherwise. I. FINANCIAL INFORMATION Item 1. Financial Statements BALANCE SHEETS --------------

See accompanying notes are an integral part of these financial statements. STATEMENTS OF INVESTMENTS -------------------------

The accompanying notes are an integral part of these financial statements. STATEMENTS OF OPERATIONS (unaudited) -----------------------------------

See accompanying notes are an integral part of these financial statements. STATEMENTS OF CASH FLOWS (unaudited) -----------------------------------

See accompanying notes are an integral part of these financial statements. NOTES TO FINANCIAL STATEMENTS (unaudited) ---------------------------------------- 1. Interim Financial Statements ---------------------------- The accompanying unaudited financial statements included herein have been prepared in accordance with the requirements of Form 10-Q and, therefore, do not include all information and footnotes, which would be presented, were such financial statements prepared in accordance with generally accepted accounting principles in the United States of America. These statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2002. In the opinion of the Managing General Partners, the accompanying interim financial statements reflect all adjustments necessary for the fair presentation of the financial position, results of operations, and cash flows for the interim periods presented. Allocation of income and loss to Limited and General Partners is based on cumulative income and loss. Adjustments, if any, are reflected in the current quarter balances. The results of operations for such interim periods are not necessarily indicative of results of operations to be expected for the full year. 2. Provision for Income Taxes -------------------------- No provision for income taxes has been made by the Partnership, as the Partnership is not directly subject to taxation. The partners are to report their respective shares of Partnership income or loss on their individual tax returns. The accompanying financial statements are prepared using accounting principles generally accepted in the United States of America, which may not equate to tax accounting. The cost of investments on a tax basis at September 30, 2003, and December 31, 2002, was $17,534,489 and $22,445,400, respectively. At September 30, 2003, and December 31, 2002, gross unrealized depreciation on investments based on cost for federal income tax purposes was as follows:

3. Related Party Transactions -------------------------- Related party costs are included in investment expenses shown on the Statements of Operations. Related party costs for the nine months ended September 30, 2003 and 2002, were as follows:

The Partnership reimburses the Managing General Partners for certain operating expenses incurred in connection with the business of the Partnership. Reimbursable operating expenses paid by the Managing General Partners include expenses (other than organizational and offering expenses and general partner overhead) such as administrative and investor services, investment operations, and computer services. Prior to 2000, the Partnership Agreement stated that the Partnership could not reimburse the Managing General Partners for certain operational costs that aggregate more than 1 percent of total Limited Partner capital contributions. On December 8, 2000, the Limited Partners approved an amendment to the Partnership Agreement, which removed the limit on reimbursement of operational costs effective January 1, 2000. Certain reimbursable expenses have been accrued based upon interim estimates prepared by the Managing General Partners and are adjusted to actual cost periodically. There were $94,669 and $9,866 due to related parties at September 30, 2003, and December 31, 2002, respectively, for such reimbursable expenses. Management fees due to the Managing General Partners were $16,102 and $11,413 at September 30, 2003, and December 31, 2002, respectively, and were included in due to related parties. Officers of the Managing General Partners occasionally receive stock options as compensation for serving on the Boards of Directors of portfolio companies. It is the Managing General Partners' policy that all such compensation be transferred to the investing partnerships. If the options are non-transferable, they are not recorded as an asset of the Partnership. Any profit from the exercise of such options will be transferred if and when the options are exercised and the underlying stock is sold by the officers. Any such profit is allocated amongst the Partnership and affiliated partnerships based upon their proportionate investments in the portfolio company. At September 30, 2003, the Partnership and affiliated partnerships had an indirect interest in non-transferable Endocare, Inc., Sanarus Medical, Inc. and Physiometrix, Inc. options with a fair value of $5,543. Retention bonuses were offered to and accepted by key employees of the Managing General Partners in late 2002. The expense for these bonuses, which were approved by the Independent General Partners during the September 2002 Individual General Partner meeting, was prepaid by the Partnership in October and December 2002. The amount of prepaid operating expenses was $371,570. The bonuses, incremented by annual salary increases, will be paid to those individuals who are still full-time employees of the Managing General Partners in April 2007. The expense for the bonus is recognized ratably over the beneficial period, October 2002 to April 2007. As of September 30, 2003, the Partnership had recognized expense of $59,085. Upon the resignation of personnel, no adjustment to the retention bonus amount previously paid by the Partnership to the Managing General Partners shall occur until a replacement person is hired. 4. Equity Investments ------------------ All investments are valued at fair value as determined in good faith by the Managing General Partners. Marketable Equity Securities ---------------------------- At September 30, 2003, and December 31, 2002, marketable equity securities had aggregate costs of $1,844,774 and aggregate market values of $677,152 and $369,111, respectively. The net unrealized losses at September 30, 2003, and December 31, 2002, included gross gains of $93,673 and $22,809, respectively. Restricted Securities --------------------- At September 30, 2003, and December 31, 2002, restricted securities had aggregate costs of $14,781,412 and $19,761,161, respectively, and aggregate fair values of $5,001,039 and $6,458,857, respectively, representing 47.0 percent and 66.3 percent, respectively, of the net assets of the Partnership. Significant purchases, sales and write-offs of equity investments during the nine months ended September 30, 2003, were as follows: Acusphere, Inc. -------------- The Partnership funded convertible secured notes of $537,267 and $144,622 to Acusphere, Inc. in April and June, 2003. Both notes carry a rate of 10 percent and will mature in April and June, 2004, respectively. See Note 5 for additional information on Acusphere. Capital Valley Ventures ----------------------- In September 2003, the Partnership issued a secured non-recourse promissory note for $100,000 to the company with an interest rate of 4.25 percent. The note and accrued interest are due in September 2013. A $50,000 equity investment made in March 2002 was converted to debt and represents half of this note. CareCentric Solutions, Inc. --------------------------- On September 4, 2003, the company held a Special Meeting at which shareholders approved a merger with an investor group that had the effect of taking CareCentric private. The company has ceased reporting as a public company and its shares no longer trade on any exchange. The Statement of Investments for September 30, 2003, reflects the company's change in status. Impres Medical, Inc. -------------------- In August 2003, the Partnership issued a convertible note for $315,344 to the company with an interest rate of 8 percent. Innergy Power Corporation ------------------------- In August 2003, the Partnership received 9,760 Series C Preferred shares in lieu of $19,520 in accrued interest on a $244,000 promissory note due on December 31, 2003. Pherin Pharmaceuticals, Inc. --------------------------- The Partnership wrote off its entire investment of $200,000 as of March 31, 2003, after Pherin Pharmaceuticals, Inc. ceased domestic operations. The Partnership is not expecting any return on its investment. Prolinx, Inc. ------------- In March 2003, the Partnership wrote off its entire investment of $3,761,101 in Prolinx, Inc. The company filed for Chapter 7 bankruptcy on March 27, 2003. There is no anticipated recovery for the shareholders. Resolution Sciences Corporation ------------------------------- During the quarter ended March 31, 2003, Resolution Sciences Corporation filed for Chapter 7 bankruptcy and the investors will not realize any recovery. Consequently, the Partnership wrote off its entire investment of $1,185,804 as of March 31, 2003. Tessera Technologies, Inc.(formerly Tessera, Inc.) -------------------------------------------------- In January 2003, Tessera, Inc., closed a corporate reorganization under which Tessera, Inc., became a wholly owned subsidiary of Tessera Technologies, Inc. The reorganization was intended to position the company for an initial public offering. The dissenters' rights provision of the California General Corporation Law allows any shareholder who does not wish to accept the consideration offered through a merger to have the "fair market value" of the investment determined by a state court. The Partnership filed a complaint claiming dissenters' rights against Tessera in May 2003. At June 30, 2003, the Partnership recorded a receivable of $2,910,308 representing the fair value of the dissenters' rights and the associated realized gain of $2,353,809. On September 4, 2003, Tessera Technologies, Inc. filed a registration statement with the SEC for a public offering. On September 25, 2003, the Partnership dropped its dissenters' claim after Tessera agreed to allow the Partnership to participate in the offering on the same terms as its other shareholders. As a result, the Partnership's holdings reverted back to shares. Accordingly, the receivable recorded at June 30, 2003, was reclassified as an equity investment, and the realized gain was reversed. See Note 5 for additional information. WorldRes.com, Inc. ------------------ During the third quarter of 2003, WorldRes.com, Inc. repaid a convertible note issued by the Partnership. The Partnership received $150,867, including accrued interest on the note. Other Equity Investments ------------------------ Other significant changes reflected in the Statements of Investments relate to market value fluctuations for publicly traded portfolio companies or changes in the fair value of private companies as determined in accordance with the policy described in Note 1 to the financial statements included in the Partnership's December 31, 2002, Form 10-K. 5. Subsequent Events ----------------- On October 8, 2003, subsequent to the end of the third quarter, Acusphere, Inc., a private company in the biotechnology industry, conducted an initial public offering. Prior to the offering, Acusphere shares were subject to a reverse split, which converted the Partnership's 556,337 Preferred shares into 181,683 common shares. The offering priced at $14 per share. The Partnership's Acusphere shares are subject to a 180-day lock-up period. The reverse stock split is reflected in the Statement of Investments as of September 30, 2003. On November 13, 2003, subsequent to the end of the third quarter, Tessera Technologies, Inc., a private company in the microelectronics industry, conducted an initial public offering. Prior to the offering, the Partnership dropped its claim of dissenters' rights after Tessera agreed to sell at least 456,960 of the Partnership's shares in the offering. The offering priced at $13 per share. The Statement of Investments as of September 30, 2003, reflects the opening price of Tessera Technologies shares. 6. Notes Receivable ---------------- Activity from January 1 through September 30 consisted of:

The interest rate on the note receivable at September 30, 2003, was 16 percent. The note is due in 2004. 7. Cash and Cash Equivalents ------------------------- Cash and cash equivalents at September 30, 2003, and December 31, 2002, consisted of:

8. Other Receivables ----------------- At June 30, 2003, other receivables included an advance made to Dakota Holdings, LLC (DHL) (formerly Dakota Heritage, LLC). On behalf of DHL, the Partnership had advanced $16,241 to Dakota Arms, Inc. (DAI), a wholly owned subsidiary of DHL. Originally, the Partnership, an affiliated partnership and an outside party planned to invest $50,000, $700,000 and $500,000, respectively, in DHL. Another affiliated partnership bought the Partnership's receivable in August 2003 and repaid the advance. 9. Commitments and Contingencies ----------------------------- From time to time, the Partnership is a party to financial instruments with off-balance-sheet risk in the normal course of its business. Generally, these instruments are commitments for future equity fundings, venture capital limited partnership investments, equipment financing commitments, or accounts receivable lines of credit that are outstanding but not currently fully utilized. As they do not represent current outstanding balances, these unfunded commitments are not recognized in the financial statements. At September 30, 2003, the Partnership had unfunded equity commitments of $0. In October 2000, Kanematsu Corporation, a creditor of one of the Partnership's portfolio companies, initiated an arbitration proceeding against the Partnership, two affiliated partnerships and a fourth co- investor. Kanematsu was seeking to recover $2,000,000, the purchase price in a contract by which the Partnership and the other entities were alleged to have agreed to purchase certain debt securities of the portfolio company from Kanematsu. The Partnership and affiliated partnerships asserted counterclaims against Kanematsu. On February 12, 2002, the Partnership, affiliated partnerships and the co-investor were awarded $4,000,000 and all of Kanematsu's claims were denied. The award is in full settlement of all claims and counterclaims. The Partnership recognized revenue and a receivable of $666,667 as of February 12, 2002, for its proportionate share of the award. Kanematsu immediately filed a petition to vacate the award, and on October 9, 2002, the United States District Court issued an order confirming the arbitration award. Kanematsu appealed the order but in early November 2002 paid a forbearance fee of $200,000 in exchange for an option to settle all liabilities. On November 29, 2002, Kanematsu agreed to settle for $3,999,999. A decision on the allocation of the proceeds between the Partnership, affiliates and co-investor was reached in January 2003; however, a dispute regarding the legal fees arose. The Partnership received $774,298 on February 13, 2003, which represented its proportionate share of the settlement, less disputed legal fees, plus accrued interest. The Partnership recognized the additional revenue and receivable of $107,631 at December 31, 2002. In March 2003, the law firm remitted $193,830, the remaining amount of the award, to the Partnership. From time to time, the Partnership is subject to routine litigation incidental to the business of the Partnership. Although there can be no assurances as to the ultimate disposition of these matters and the proceeding disclosed above, it is the opinion of the Managing General Partners, based upon the information available at this time, that the expected outcome of these matters, individually or in the aggregate, will not have a material adverse effect on the results of operations and financial condition of the Partnership. 10. Financial Highlights --------------------

Pursuant to the Partnership Agreement, net profit shall be allocated first to those Partners with deficit capital account balances until such deficits have been eliminated. The net asset values shown above assume the Partnership is in liquidation. Upon liquidation, the General Partners would contribute capital equal to the amount of the Limited Partners' deficit. As of September 30, 2003 and 2002, the General Partners had a negative capital balance of $3,396,757 and $3,392,749, respectively. Upon liquidation, the General Partners would not be required to contribute cash to the Partnership, as the net asset value is greater than the General Partners' negative capital balance. Net asset value has been calculated in accordance with this provision of the Partnership Agreement. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources ------------------------------- The Partnership operates as a business development company under the Investment Company Act of 1940 and makes venture capital investments in new and developing companies. The Partnership's financial condition is dependent upon the success of the portfolio companies. There is no ready market for many of the Partnership's investments. It is possible that some of its venture capital investments may be a complete loss or may be unprofitable and that others will appear likely to become successful, but may never realize their potential. The valuation of the Partnership's investments in securities for which there are no available market quotes is subject to the estimate of the Managing General Partners in accordance with the valuation guidance described in Note 1 to the financial statements included in the Partnership's December 31, 2002, Form 10-K. In the absence of readily obtainable market values, the estimated fair value of the Partnership's investments may differ significantly from the values that would have been used had a ready market existed. During the nine months ended September 30, 2003, net cash used by operating activities totaled $861,784. The Partnership paid management fees of $55,609 to the Managing General Partners and reimbursed related parties for other investment expenses of $1,574,480. In addition, $30,003 was paid to the Individual General Partners as compensation for their services. The Partnership paid other investment expenses of $266,199. The Partnership received interest income of $50,268 and other income of $1,014,240. During the nine months ended September 30, 2003, there were no equity investments funded. At September 30, 2003, the Partnership had no commitments to fund additional investments. Cash and cash equivalents at September 30, 2003, were $22,697. Cash reserves, interest income on short-term investments and future proceeds from investment sales are expected to be adequate to fund Partnership operations through the next twelve months. Results of Operations --------------------- Current quarter compared to corresponding quarter in the preceding year ----------------------------------------------------------------------- Net increase in partners' capital resulting from operations was $3,815,409 for the three months ended September 30, 2003, compared to a net decrease in partners' capital resulting from operations of $1,346,935 for the same period in 2002. Realized loss from investment write-offs totaled $3,294,136 and $5,446,528 for the quarters ended September 30, 2003 and September 30, 2002, respectively. The 2003 write-off relates to a company in the medical industry. The 2002 write-off related to notes and interest receivable from Sutmyn Storage Corporation. It had been determined by the Managing General Partners that there would be no recovery on the notes after Sutmyn Storage Corporation ceased operations; therefore, the cost of these notes was written off. During the quarter ended June 30, 2003, the Partnership recorded a gain of $2,353,809 as a result of filing dissenters' rights. On September 25, 2003, the Partnership dropped its dissenters' claim after Tessera Technologies, Inc. agreed to allow the Partnership to participate in its public offering on the same terms as its other shareholders. (See Notes 4 and 5). As a result of the dismissal of the dissenters' rights claim, the Partnership reversed the gain of $2,353,809 and reclassified the receivable associated with the claim to an equity investment for the quarter ended September 30, 2003. Net unrealized depreciation on equity investments was $7,572,562 and $14,777,967 at September 30, 2003, and December 31, 2002, respectively. During the quarter ended September 30, 2003, the Partnership recorded a decrease in net unrealized depreciation on equity investments of $7,507,028. During the quarter ended September 30, 2002, the Partnership recorded an increase in net unrealized depreciation on equity investments of $966,151. The increase in 2003 was primarily attributable to decreases in the fair value of privately held companies in the medical industry. The change in 2002 was primarily attributable to a decrease in the publicly traded price of Valentis, Inc. and decreases in the fair value of portfolio companies in the medical industry and biotechnology industries. Total investment expenses were $490,925 for the quarter ended September 30, 2003, compared to $413,688 for the same period in 2002. The increase was primarily due to increased investment monitoring, administrative services and professional fees. During the quarter ended September 30, 2003, the Partnership recorded net realized gains from venture capital limited partnership investments of $1,986. During the same period in 2002, there were gains of $494. Given the inherent risk associated with the business of the Partnership, the future performance of the portfolio company investments may significantly impact future operations. Current nine months compared to corresponding nine months in the preceding -------------------------------------------------------------------------- year ---- Net increase in partners' capital resulting from operations was $3,448,211 for the nine months ended September 30, 2003, compared to a net decrease in partners' capital resulting from operations of $4,006,958 for the same period in 2002. During the nine months ended September 30, 2003, the Partnership wrote off its investments in Pherin Pharmaceuticals, Inc., Prolinx, Inc., Resolution Sciences Corporation, Innergy Power Corporation and Periodontix, Inc. These totaled $200,000, $3,761,101, $1,188,393, $3,000 and $937,327, respectively. During the same period in 2002, realized loss from investment write-offs totaled $5,446,528 and related to notes and interest receivable from Sutmyn Storage Corporation. It had been determined by the Managing General Partners that there would be no recovery on the notes after Sutmyn Storage Corporation ceased operations; therefore, the cost of these notes was written off. During the quarter ended June 30, 2003, the Partnership recorded a gain of $2,353,809 as a result of filing dissenters' rights. On September 25, 2003, the Partnership dropped its dissenters' claim after Tessera Technologies, Inc. agreed to allow the Partnership to participate in its public offering on the same terms as its other shareholders. (See Notes 4 and 5). As a result of the dismissal of the dissenters' rights claim, the Partnership reversed the gain of $2,353,809 and reclassified the receivable associated with the claim to an equity investment for the quarter ended September 30, 2003. Net unrealized depreciation on equity investments was $11,402,534 and $14,777,967 at September 30, 2003, and December 31, 2002, respectively. During the nine months ended September 30, 2003, the Partnership recorded a decrease in net unrealized depreciation on equity investments of $11,332,873 compared to an increase in unrealized depreciation of $3,035,912 during 2002. The decrease in depreciation in 2003 was primarily attributable to the write- off of the Partnership's investments in Pherin Pharmaceuticals, Inc., Prolinx, Inc. and Resolution Sciences Corporation. The change in 2002 was primarily attributable to a net decrease in the fair value of portfolio companies in the medical and biotechnology industries. Other income of $243,880 and $666,667 was recognized during the nine months ended September 30, 2003 and 2002, respectively. This was the result of a settlement between Kanematsu Corporation, a creditor of one of the Partnership's portfolio companies, and the Partnership. See Note 9. For the nine months ended September 30, 2002, net realized gain from equity investment sales of $616,293 was primarily related to the sale of Matrix Pharmaceutical, Inc. During the same period in 2003, there was no realized gain. Total investment expenses were $2,257,831 for the nine months ended September 30, 2003, compared to $2,407,542 for the same period in 2002. The decrease was primarily due to decreased management fees, administrative and computer services, offset by increased professional fees related to the Kanematsu legal proceeding. During the nine months ended September 30, 2002, the Partnership recorded net realized gains from venture capital limited partnership investments of $115,249. During the same period in 2002, there were gains of $27,832. During the nine months ended September, 2003 and 2002, interest income was $103,861 and $131,060, respectively. The decrease was primarily the result of reduced cash balances. Given the inherent risk associated with the business of the Partnership, the future performance of the portfolio company investments may significantly impact future operations. Item 3. Procedures and Controls The undersigned is responsible for establishing and maintaining disclosure controls and procedures for Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P. Such officer has concluded (based upon his evaluation of these controls and procedures as of a date within 90 days of the filing of this report) that Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P.'s disclosure controls and procedures are effective to ensure that information required to be disclosed by Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P. in this report is accumulated and communicated to Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P.'s management, including its principal executive officers as appropriate, to allow timely decisions regarding required disclosure. The certifying officer also has indicated that there were no significant changes in Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P.'s internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation other than changes needed to maintain adequate separation of duties and responsibilities of personnel in the ordinary course of business, and there were no corrective actions with regard to significant deficiencies and material weaknesses. CERTIFICATION ------------- I, Charles R. Kokesh, President, Chief Executive Officer, Chief Financial Officer and Chairman of Technology Funding Inc. and Managing General Partner of Technology Funding Ltd., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to me by others within the entity, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and c) presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 14, 2003 By: /s/Charles R. Kokesh -------------------------------- Charles R. Kokesh President, Chief Executive Officer, Chief Financial Officer and Chairman of Technology Funding Inc. and Managing General Partner of Technology Funding Ltd. II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) A report on Form 8-K was filed by the Partnership during the quarter ended March 31, 2003. Pursuant to Article 6 of the Partnership Agreement for Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P., the Partnership Agreement had been amended. The corrected Amended and Restated Limited Partnership Agreement is included in the 8-K filed on January 8, 2003. SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. TECHNOLOGY FUNDING VENTURE PARTNERS V, AN AGGRESSIVE GROWTH FUND, L.P. By: TECHNOLOGY FUNDING INC. TECHNOLOGY FUNDING LTD. Managing General Partners Date: November 14, 2003 By: /s/Charles R. Kokesh --------------------- Charles R. Kokesh President, Chief Executive Officer, Chief Financial Officer and Chairman of Technology Funding Inc. and Managing General Partner of Technology Funding Ltd. CERTIFICATION ------------- In connection with the Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P. (the Partnership) Quarterly Report on Form 10-Q for the period ending September 30, 2003, as filed with the Securities and Exchange Commission (the Report), I Charles, R. Kokesh, President, Chief Executive Officer, Chief Financial Officer and Chairman of Technology Funding Inc. and Managing General Partner of Technology Funding Ltd., certify, pursuant to 18 U.S.C. Section 1350, as added Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and 2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership as of and for the period covered by the Report. Date: November 14, 2003 By: /s/Charles R. Kokesh -------------------------------- Charles R. Kokesh President, Chief Executive Officer, Chief Financial Officer and Chairman of Technology Funding Inc. and Managing General Partner of Technology Funding Ltd. Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P. (a Delaware limited partnership) 11/14/2003 2:58 PM Page 1 of 27

TECHNOLOGY FUNDING VENTURE PARTNERS V 10-Q