TECHNOLOGY FUNDING VENTURE PARTNERS IV
Technology Funding Venture Partners IV, An Aggressive Growth Fund, L.P. (the Partnership or the Registrant) is a limited partnership organized under the laws of the State of Delaware on December 4, 1986.  For the period from December 5, 1986, through November 14, 1988, the Partnership was inactive.  The Partnership filed a registration statement with the Securities and Exchange Commission on November 14, 1988, and commenced selling Units of limited partnership interest (Units) in January 1989.  On February 16, 1989, the minimum number of Units required to commence Partnership operations (15,000) had been sold.  The offering terminated with 400,000 Units sold on September 14, 1990.  The Partnership's original contributed capital was $40,034,891, consisting of $39,994,896 from Limited Partners for 400,000 Units and $39,995 from the General Partners, Technology Funding Ltd. (TFL) and Technology Funding Inc. (TFI).  The General Partners do not own any Units.  The principal investment objectives of the Partnership are long- term capital appreciation from venture capital investments in new and developing companies and preservation of Limited Partner capital through risk management and active involvement with such companies (portfolio companies).  The Partnership's investments in portfolio companies primarily consist of equity securities such as common and preferred shares, but also include debt convertible into equity securities and warrants and options to acquire equity securities.  Although venture capital investments offer the opportunity for significant gains, such investments involve a high degree of business and financial risk that can result in substantial losses.  Among these are the risks associated with investment in companies in an early stage of development or with little or no operating history, companies operating at a loss or with substantial variations in operating results from period to period, and companies with the need for substantial additional capital to support expansion or to achieve or maintain a competitive position.  Such companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and service capabilities, and a larger number of qualified managerial and technical personnel.  There is no ready market for many of the Partnership's investments.  The Partnership's investments in portfolio companies are generally subject to restrictions on sale because they were acquired from the issuer in private placement transactions or because the Partnership is an affiliate of the issuer.  The Partnership has elected to be a business development company under the Investment Company Act of 1940, as amended (the Act), and operates as a nondiversified investment company, as defined in the Act.  The Partnership's term was extended for a two-year period to December 31, 1999, pursuant to unanimous approval by the Management Committee on December 5, 1997.  In April 1999, the Management Committee further extended the term of the Partnership to December 31, 2001.  At a special meeting on September 7, 2001, the Limited Partners elected to extend the term of the Partnership to December 31, 2002 and for up to three one-year extensions through December 31, 2005.  On March 15, 2002, the Management Committee unanimously approved a one-year extension of the Partnership to December 31, 2003.  On November 8, 2002, the Limited Partners approved an additional one-year extension of the Partnership's term through December 31, 2006.  At the March 12, 2004, meeting, the Management Committee approved an extension of the Partnership's term to December 31, 2006.  In December of 2005, the Management Committee and the Managing General Partners adopted a plan of liquidation and began the implementation thereof.  As part of the plan of liquidation and in conjunction with the anticipated dissolution and then liquidation of the Partnership, the Independent General Partners also approved the retention of an independent third party to assist in the sale of the Partnership's holdings.  On February 15, 2006, the Independent General Partners approved a resolution directing the Managing General Partners to notice a Special Meeting of the Partnership at which meeting the Limited Partners would be asked to vote upon a proposal to dissolve the Partnership prior to its scheduled termination date of December 31, 2006, to place the Partnership's assets and liabilities in a liquidating trust to be formed for that purpose, and to withdraw the Partnership's election as a Business Development Company under the 1940 Act. Once the Liquidating Trust is formed and the Partnership's assets and liabilities are transferred to the Liquidating Trust, the Partnership shall be terminated for purposes of Delaware law and the terms of the Liquidating Trust Agreement will govern disposition of assets, proceeds and expenses.  Further, the Managing General Partners have informed the Management Committee that they are only willing to continue funding the Partnership's operating expenditures through the completion of a prompt liquidation (estimated to be three to six months).  Any proceeds from the liquidation of the assets of the Partnership will be paid first to creditors of the Partnership including the Managing General Partners as provided in Section 15.02 of the Limited Partnership Agreement.  The amount owed to the Managing General Partners as creditors is expected to continue to increase until proceeds from the sale of assets allow payments to all of the creditors.  Unless the net proceeds from sale of the Partnership's assets is substantially in excess of the aggregate estimated liquidation values presented in the balance sheet, it is likely that the sale proceeds will not be sufficient to meet the Partnership's obligations to the creditors.  If that is the case, the limited partners may receive no proceeds upon completion of the liquidation process.  Absent timely liquidation events and cash proceeds to support the continuing operation of the Partnership, the Managing General Partners may accelerate liquidation efforts to minimize further increases in the obligations to creditors.  As of January 31, 2006, substantially all of the publicly traded holdings had been liquidated.  As of December 31, 2005, all of the Partnership's holdings in privately held companies were valued at their estimated liquidation value. Upon dissolution, the Partnership, whether by vote at the proposed special meeting or by operation of the Partnership Agreement, will go into liquidation and pursuant to the Partnership Agreement will accrue all estimated liquidation costs and any future operating costs including administrative and investor services, computer services, record retention costs, professional fees and estimated legal costs of the Partnership through final termination, as provided for in the Partnership Agreement.  Based on prior experience, management estimates it will take no more than three to six months to liquidate all remaining investments.  In the meantime, an Independent Third Party has been assisting in the sale of Partnership holdings and will continue to solicit interest in purchasing those holdings.  If no third party makes a bid acceptable to the Liquidating Trustee (who shall be the Management Committee, if still constituted, and otherwise shall be a Person proposed and approved by a Majority in Interest of the Limited Partners), the Managing General Partners may offer to acquire the remaining assets from the Liquidating Trust for the fair value at the time of the transaction.  From December 31, 2005, through termination, the Partnership will continue to incur costs similar to those experienced in prior years under normal operating procedures except that there would be no charges related to ongoing investment operations.
The Registrant has no material physical properties.
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, 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.
The following matters were voted on by the Limited Partners in 2005:  The election of two Independent General Partners each to serve for a three-year term or until the earlier termination of the Partnership;  The election of two Managing General Partners each to serve for a three-year term or until the earlier termination of the Partnership;  Ratification of the Independent General Partners' appointment of Grant Thornton LLP as independent registered public accountants of the Partnership.  After Grant Thornton subsequently terminated the client-auditor relationship between the Partnership and Grant Thornton, the Independent General Partners voted to ratify their appointment of Heard, McElroy & Vestal, LLP (the Heard Group) as independent registered public accountants of the Partnership.                                   PART II
(a) There is no established public trading market for the             Units.          (b) At December 31, 2005, there were 7,883 record holders of             Units.          (c) The Registrant, being a partnership, does not pay             dividends.  Cash distributions, however, may be made to             the partners pursuant to the Partnership Agreement.
For the Years Ended and As of December 31,                                     ---------------------------------------------------------------                                      2005           2004          2003          2002          2001                                     ------         ------        ------        ------        ------        Total investment income          $     955   $     2,112    $   11,567    $   29,278    $   78,566  Net investment loss             (1,844,813)   (2,192,864)   (1,604,234)   (1,401,764)   (1,488,740)  Net realized gain (loss) from  sales of equity investments       137,192     2,037,463     1,632,882      (163,956)     (346,759)  Realized gain from  venture capital limited  partnership investments             3,836       141,428        73,406        18,036       295,343  Realized gain from recovery of  investments previously  written off                        86,037        98,111            --       356,841        47,540 Realized loss from  investment write-offs             (29,840)     (991,146)     (316,239)   (4,848,611)   (1,615,883)  (Increase) decrease in  unrealized depreciation:   Equity investments            (2,166,726)    1,554,051     2,203,754    (2,249,130)   (3,171,163)   Notes receivable                      --            --        10,437     4,874,425      (158,807)  Income from extinguishment   of debt                               --       306,267            --       571,478            --  Other income                           314         8,473       193,830       774,298            --  Net (decrease) increase in  partners' capital resulting  from operations                (3,814,000)      961,783     2,193,836    (2,068,363)   (6,438,469)   Net (decrease) increase in  partners capital resulting  from operations per Unit            (7.67)       (0.11)         0.15         (4.36)       (13.08)  Total assets                     1,110,806     4,341,585     4,169,347     2,515,657     3,991,947
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.  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.  As described in Note 1 to the financial statements, the Partnership is currently in liquidation and all remaining investments are being carried at their estimated liquidation value.  For the year ended December 31, 2005, net cash used by operating activities totaled $1,878,529.  The Partnership paid management fees of $30,892 to the Managing General Partners and reimbursed related parties for operating expenses of $824,102 in 2005.  In addition, $52,000 was paid to the Independent General Partners as compensation for their services.  Advances of $1,080,974 were made to Dakota Arms, Inc., a portfolio company, during the period.  For the year ended December 31, 2005, the Partnership funded equity investments of $300,000 to portfolio companies in the medical/biotechnology industries.  Proceeds from equity sales provided cash of $247,272.  The Partnership received cash distributions from venture capital limited partnerships totaling $18,996.  During 2005 the Partnership received $86,037 for payment of notes receivable from RedCell, Inc. that had been written off in 1998.  Interest income of $955 was received and other net receipts were $56,179.  At December 31, 2005, there were no unfunded commitments.  Results of Operations - ---------------------  2005 compared to 2004 - ---------------------  The net decrease in partners' capital resulting from operations was $3,814,000 in 2005, compared to an increase of $961,783 in 2004.  During 2005, there were realized losses from investment write- offs of $29,840, which represents the Partnership's total investment in Onset Enterprises Associates, L.P.  During 2004, the Partnership recorded realized losses from investment write- offs of $991,146, which represents the Partnership's total investment in WorldRes.com, Inc., Newtek Ventures II, L.P. and Utah Ventures Limited Partnership.  Unrealized depreciation on equity investments was $2,571,290 and $34,045 at December 31, 2005 and 2004, respectively.  During 2005, the decrease in unrealized depreciation of equity investments of $2,166,726 was primarily attributable to decreases in management's valuation of private portfolio companies in the medical/biotechnology and retail/consumer products industries.  During the year ended December 31, 2004, the decrease in net unrealized depreciation on equity investments of $1,554,051 was primarily a result of the write- offs of WorldRes.com, Inc. and Newtek Ventures II, L.P., the sales of iVillage Inc., Cypress Semiconductor Corporation and Applied NeuroSolutions, Inc. and from an increase in the value of Dakota Holdings, LLC.  In 2005 there was a net realized gain of $137,192, which primarily resulted from the sales of Corautus Genetics Inc., Laser Diagnostics Technologies, Inc. and Icagen, Inc.  Net realized gain from sales of equity investments totaled $2,037,463 in 2004 and was primarily related to the sale of Cypress Semiconductor Corporation.  During 2005, the Partnership recorded net realized gains from venture capital limited partnership investments of $3,836 compared to gains of $141,428 during 2004.  The gains represent distributions from profits of venture capital limited partnerships.  In 2005 and 2004, the Partnership received $86,037 and $98,111 from RedCell, Inc., for notes receivable from the Partnership that were previously written off.  On December 30, 2004, the Partnership turned over all of its share holdings in Corautus Genetics Inc. to a financial institution to satisfy the remaining balance on a note, and recognized a gain from extinguishment of debt of $306,267, resulting from the difference in fair value of the shares versus the amount of debt outstanding.  Investment expenses were $1,845,768 and $2,194,976 for 2005 and 2004, respectively.  2004 compared to 2003 - ---------------------  Net increase in partners' capital resulting from operations was $961,783 in 2004, compared to an increase of $2,193,836 in 2003.  Unrealized depreciation on notes receivable investments was $0 at December 31, 2004.  During the year ended December 31, 2003, the net increase in unrealized depreciation of notes receivable of $10,437 was primarily attributable to a decrease in the fair value of notes issued to Avalon Visions Solutions, Inc.  During 2004, the Partnership recorded realized losses from investment write-offs of $991,146, which represents the Partnership's total investment in WorldRes.com, Inc., Newtek Ventures II, L.P. and Utah Ventures Limited Partnership.  During 2003, there were realized losses from investment write-offs of $316,239, which represents the Partnership's total investment in Periodontix, Inc.  Unrealized depreciation on equity investments was $34,045 and $1,588,096 at December 31, 2004 and 2003, respectively.  During the year ended December 31, 2004, the decrease in net unrealized depreciation on equity investments of $1,554,051 was primarily a result of the write-offs of WorldRes.com, Inc. and Newtek Ventures II, L.P., the sales of iVillage Inc., Cypress Semiconductor Corporation and Applied NeuroSolutions, Inc. and from an increase in the value of Dakota Holdings, LLC.  During 2003, the decrease in unrealized depreciation of equity investments of $2,203,754 was primarily attributable to decreases in the market prices of publicly traded portfolio companies in the communications, environmental and microelectronics industries.  Other income was $193,830 for the year ended December 31, 2003, which was from the settlement of disputed legal fees related to an arbitration settlement.  Net realized gain from sales of equity investments totaled $2,037,463 in 2004 and was primarily related to the sale of Cypress Semiconductor Corporation.  In 2003 there was a net realized gain of $1,632,882, which primarily resulted from the sale of KOR Electronics, Inc.  During 2004, the Partnership recorded net realized gains from venture capital limited partnership investments of $141,428 compared to gains of $73,406 during 2003.  The gains represent distributions from profits of venture capital limited partnerships.  In 2004, the Partnership received a $98,111 payment from RedCell, Inc., subsequently ConjuChem, Inc., for notes receivable from the Partnership that were previously written off.  On December 30, 2004, the Partnership turned over all of its share holdings in Corautus Genetics Inc. to a financial institution to satisfy the remaining balance on a note and recognized a gain from extinguishment of debt of $306,267, resulting from the difference in fair value of the shares versus the amount of debt outstanding.  Investment expenses were $2,194,976 and $1,615,801 for 2004 and 2003, respectively.
The Partnership is subject to financial market risks, including changes in interest rates with respect to its investments in debt securities and interest-bearing cash equivalents as well as changes in marketable equity security prices.  The Partnership does not use derivative financial instruments to mitigate any of these risks.  The return on the Partnership's investments is generally not affected by foreign currency fluctuations.  The Partnership does not have a significant exposure to public market price fluctuations as the Partnership primarily invests in private business enterprises.  However, should significant changes in market equity prices occur, there could be a longer- term effect on valuations of private companies, which could affect the carrying value and the amount and timing of gains or losses realized on these investments.  Since there is typically no public market for the Partnership's investments in private companies, the valuation of the investments is subject to the estimate of the Partnership's Managing General Partners.  In the absence of a readily ascertainable market value, the estimated value of the Partnership's investments in private companies may differ significantly from the values that would be placed on the portfolio if a ready market existed. The Partnership's portfolio also includes common stocks in publicly traded companies.  These investments are directly exposed to equity price risk, in that a hypothetical 10 percent change in these equity prices would result in a similar percentage change in the fair value of these securities.  The Partnership's investments also include some debt securities.  Since the debt securities are generally priced at a fixed rate, changes in interest rates do not directly impact interest income.  The Partnership's debt securities are generally held to maturity or converted into equity securities of private companies.  As described in Note 1 to the financial statements, the Partnership is currently in liquidation and all remaining investments are being carried at their estimated liquidation value.
The financial statements of the Registrant are set forth in Item 15.
On August 18, 2005, Technology Funding Partners III, L.P., (the "Partnership") filed a Current Report on Form 8-K/A disclosing that on August 16, 2005, Grant Thornton LLP (Grant Thornton) terminated the client-auditor relationship between Grant Thornton and the Partnership.  There were no disagreements with the Partnership's former accountants, Grant Thornton, on any matter of accounting principles, financial statement disclosure, or auditing scope or procedure for the two years ended December 31, 2004, and the subsequent interim period through the date of termination.  On October 24, 2005, the chairman of the Partnership's Audit Committee approved the retention of the Heard Group as the Partnership's independent registered accounting firm.  The Partnership has not consulted with the Heard Group regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Partnership's financial statements, or any other matter set forth in Item 304 (a) (2) of Regulation S-K (Reg. ss. 229.304 (a) (2)) during the last two fiscal years or thereafter through the date of this report, and no written or oral advice was provided that was an important factor considered by the Partnership in reaching a decision as to any accounting, auditing, or financial reporting issue.
The signing officer is responsible for establishing and maintaining disclosure controls and procedures for Technology Funding Venture Partners IV, 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 IV, 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 IV, An Aggressive Growth Fund, L.P. in this report is accumulated and communicated to Technology Funding Venture Partners IV, 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 IV, 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, and there were no corrective actions with regard to significant deficiencies and material weaknesses.                                 PART III
As a partnership, the Registrant has no directors or executive officers.  The Management Committee is responsible for the management and administration of the Partnership.  The members of the Management Committee consist of the two Independent General Partners and a representative from Technology Funding Ltd., a California limited partnership (TFL).  TFL and its wholly owned subsidiary, Technology Funding Inc., a California corporation (TFI), are the Managing General Partners.  Reference is made to the information regarding Independent General Partners and the Managing General Partners in the Registrant's Proxy Statement related to the Meeting of Limited Partners held on May 20, 2005, which information is incorporated herein by reference.  Code of Ethics - --------------  The Partnership's Code of Ethics applies to the Independent General Partners as well as Technology Funding corporate officers and employees.  The Independent General Partners review and approve the Code of Ethics on an annual basis.  The Code of Ethics is attached as an exhibit (see Item 15 - Exhibits) and is also available on the Partnership's web site, www.techfunding.com.  Any amendments to, or waivers from, any provision of the Code that applies to any of the Independent General Partners or executive officers will be disclosed on the web site.  Audit Committee - ---------------  As of December 31, 2004, the Independent General Partners had established an Audit Committee of the Whole to oversee the accounting and financial reporting processes on behalf of the Independent General Partners. The Audit Committee of the Whole consisted of all of the Independent General Partners for each Technology Funding partnership with John W. Muncaster acting as liaison with the Managing General Partners.  On March 11, 2005, the Independent General Partners restructured the Audit Committee of the Whole.  An Audit Committee was established whereby John W. Muncaster, an Independent General Partner, will serve as Audit Committee Chairman with the remaining Independent General Partner serving as an Audit Committee member.  The Independent General Partners are  "independent" as defined by the Securities and Exchange Commission.  The Independent General Partners have determined that the Audit Committee and the Audit Committee of the Whole did not have any member that would be considered an "audit committee financial expert" as that term is defined in Section 407 of the Sarbanes-Oxley Act of 2002.  Given the anticipated termination date for the Partnership, the Independent General Partners have determined that the expense and the difficulty of recruiting a financial expert to serve on the Audit Committee outweigh any benefit to the Fund.
The Registrant has no officers, directors or employees.  In 2005, the Partnership incurred management fees of $28,121.  The fees are designed to compensate the Managing General Partners for General Partner Overhead incurred in performing management duties for the Partnership.  General Partner Overhead (as defined in the Partnership Agreement) includes the General Partners' share of rent, utilities, property taxes and the cost of capital equipment and the general and administrative expenses paid by Managing General Partners in performing their obligations to the Partnership.  The Partnership is governed by a Management Committee that consists of the Independent General Partners and one representative from the Managing General Partners.  As compensation for their services, each of the Independent General Partners receive $14,000 annually plus $1,500 for each attended meeting of the Management Committee and committees thereof.  In 2005, $52,000 in aggregate of such compensation was paid.  The Independent General Partners are reimbursed for all out-of-pocket expenses relating to attendance of the meetings, committees or otherwise of the Management Committee.  As disclosed in Footnote 3, the Managing General Partners are reimbursed for expenses related to providing services to the Partnership including compensation to individuals who are officers or partners of the Managing General Partners; such persons are not officers, directors, or employees of the Partnership and receive no direct compensation from the Partnership.
Not applicable.  No Limited Partner beneficially holds more than 5 percent of the aggregate number of Units held by all Limited Partners, and neither the Managing General Partners nor any of their officers, directors or partners own any Units.  The two Independent General Partners each own 20 Units.  The Management Committee controls the affairs of the Partnership pursuant to the Partnership Agreement.
The Registrant, or its investee companies, have engaged in no transactions with the Managing General Partners or their officers and partners other than as described above, in the notes to the financial statements, or in the Partnership Agreement.
Audit Fees - ----------  The Partnership paid aggregate fees of approximately $90,421 and $72,202 to its independent public accountants, the Heard Group and Grant Thornton LLP, for professional services rendered to the Partnership with respect to audits of the annual financial statements and reviews of the quarterly financial statements for the years ended December 31, 2005 and 2004, respectively.  Tax Fees - --------  The Partnership paid aggregate fees of approximately $22,216 and $19,778 to WTAS, Inc., and Grant Thornton LLP for tax-related services rendered to the Partnership for the years ended December 31, 2005 and 2004, respectively.  These services included preparation of the Partnership's tax returns.  All Other Fees - --------------  The Partnership did not pay any fees to the Heard Group, WTAS, Inc., or Grant Thornton LLP for services, other than the services referred to above, for the years ended December 31, 2005 and 2004, respectively.  Audit Committee Pre-Approval Policies and Procedures - ----------------------------------------------------  The Independent General Partners have established procedures for the pre-approval of auditing services and non-auditing services to be performed by the Partnership's independent public accountants.  Such pre-approval can be given as part of the Independent General Partners' annual approval of the scope of the engagement of the independent public accountants or on an individual basis.  Approved non-auditing services must be disclosed in the Partnership's periodic public reports.  The Independent General Partners pre-approved all of the non-audit services provided by the independent public accountants in 2003.                                 PART IV
(a)  List of Documents filed as part of this Annual Report on                Form 10-K               (1)  Financial Statements - the following financial                    statements are filed as a part of this Report:  Reports of Independent Registered Public Accounting Firms as of December 31, 2005 and 2004 and for the three years ended December 31, 2005.                   Balance Sheets as of December 31, 2005 and 2004                   Statements of Investments as of                    December 31, 2005 and 2004                   Statements of Operations for the years                    ended December 31, 2005, 2004 and 2003                   Statements of Partners' Capital for the years                    ended December 31, 2005, 2004 and 2003                   Statements of Cash Flows for the years                    ended December 31, 2005, 2004 and 2003                   Notes to Financial Statements               (2)  Financial Statement Schedules                    All schedules have been omitted because they are                    not applicable or the required information is                    included in the financial statements or the notes                    thereto.               (3)  Exhibits                     14.1  Code of Ethics for the Registrant                    31.1  Section 302 Sarbanes-Oxley Certifications                    32.1  Section 906 Sarbanes-Oxley Certifications       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - ------------------------------------------------------- To the Partners of      Technology Funding Venture Partners IV,       an Aggressive Growth Fund, L.P.:   We have audited the accompanying balance sheet of Technology Funding Venture Partners IV, an Aggressive Growth Fund, L.P. (a Delaware limited partnership, in process of liquidation) (the Partnership), including the statement of investments, as of December 31, 2005, and the related statements of operations, partners' capital and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included physical inspection of securities owned as of December 31, 2005. We believe our audit provides a reasonable basis for our opinion.  As described in Note 1 to the financial statements, in December 2005, the Management Committee and the Managing General Partners of the Partnership adopted a plan of liquidation and began the implementation thereof. As part of the plan of dissolution and then liquidation of the Partnership, the Independent General Partners also approved the retention of an independent third party to assist in the sale of the Partnership's holdings. Further, the Managing General Partners have informed the Management Committee that they are only willing to continue funding the Partnership's operating expenditures through the completion of a prompt liquidation (estimated to be three to six months). As a result, as of December 31, 2005, the Partnership changed its basis of accounting to the liquidation basis. Accordingly, the carrying values of the remaining assets as of December 31, 2005, are presented at estimated realizable value assuming prompt liquidation as determined by the Management Committee. It is possible that these estimates and the amount of time required to liquidate the remaining investments will change as the Managing General Partners gain additional information from their efforts to sell the remaining investments and from information provided by the third party retained to assist in selling the assets. We have reviewed the procedures applied by the Managing General Partners under the direction of the Management Committee in valuing such assets and have inspected underlying documentation; while in the circumstances the procedures appear to be reasonable and the documentation appropriate, determination of liquidation values involves subjective judgment which is not susceptible to substantiation by auditing procedures.  In our opinion, subject to the effect on the financial statements of the valuation of the remaining assets by the Managing General partners under the direction of the Management Committee as described in the preceding paragraph, the financial statements referred to above present fairly, in all material respects, the financial position of Technology Funding Venture Partners IV, an Aggressive Growth Fund, L.P. as of December 31, 2005, and the results of its operations, changes in partners' capital, and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America applied on the basis described in the preceding paragraph.   _______________________               /S/  HEARD, MCELROY, VESTAL, LLP Shreveport, Louisiana March 20, 2006     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - ------------------------------------------------------- To the Partners of      Technology Funding Venture Partners IV,       an Aggressive Growth Fund, L.P.:   We have audited the accompanying balance sheets of Technology Funding Venture Partners IV, an Aggressive Growth Fund, L.P. (a Delaware limited partnership) (the Fund), including the statement of investments, as of December 31, 2004, and the related statements of operations, partners' capital, and cash flows for each of the two years in the period ended December 31, 2004.  These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  Our procedures included physical inspection of securities owned as of December 31, 2004. We believe that our audits provide a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Technology Funding Venture Partners IV, an Aggressive Growth Fund, L.P. as of December 31, 2004, and the results of its operations, changes in partners' capital, and its cash flows for the two years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.   Albuquerque, New Mexico                      /S/GRANT THORNTON LLP March 11, 2005         BALANCE SHEETS - --------------                                                      December 31,                                             ------------------------                                              2005              2004                                             ------            ------    ASSETS  Investments:   Equity investments (cost basis of    $3,615,689 and $2,165,201 for    2005 and 2004, respectively)         $1,044,399        $2,131,156  Cash and cash equivalents                    2,795         1,881,324 Prepaid expenses                            60,115           100,159 Due from portfolio company                      --           224,594 Other assets                                 3,497             4,352                                          ---------         ---------        Total assets                     $1,110,806        $4,341,585                                          =========         =========  LIABILITIES AND PARTNERS' CAPITAL  Accounts payable and accrued expenses   $   36,240        $   21,274 Due to related parties                     832,014           263,759 Other liabilities                            3,353             3,353                                          ---------         ---------        Total liabilities                   871,607           288,386  Commitments and contingencies    (See Note 10)  Partners' capital  (400,000 Limited Partner Units   outstanding)                             239,199         4,053,199                                          ---------         ---------        Total liabilities and         partners' capital               $1,110,806        $4,341,585                                          =========         =========   The accompanying notes are an integral part of these financial statements.   STATEMENTS OF INVESTMENTS - -------------------------                                            Principal                                          Amount or   December 31, 2005       December 31, 2004 Industry                                 Shares at   -----------------       ----------------- (1)                         Investment  December 31, Cost       Fair         Cost        Fair Company           Position  Date          2005       Basis      Value        Basis       Value - -------------     --------  ----------  -----------  -----      -----        -----       -----         Equity Investments - ------------------  SHORT TERM INVESTMENTS - ----------------------  PRIVATELY HELD SECURITIES AVAILABLE FOR IMMEDIATE SALE - ------------------------------------------------------  Medical/Biotechnology - --------------------- 192.7% and 6.6% at December 31, 2005 and 2004, respectively - ----------------------------------------------------------- Sanarus  Medical,          Preferred    1999-  Inc. (a) (b)      shares       2005     776,288   $ 947,670  $ 460,913  $  647,671  $ 268,860                                                    ---------  ---------  ----------  ---------  PUBLIC SECURITIES AVAILABLE FOR IMMEDIATE SALE - ----------------------------------------------  Retail / Consumer Products - -------------------------- 0.0% and 0.0% at December 31, 2005 and 2004, respectively - --------------------------------------------------------- Lifestyle  Innovations,      Preferred  Inc. (a) (b)      shares       2004           0         --          --          --         25                                                    --------   ---------   ---------   --------  STATEMENTS OF INVESTMENTS (continued) - --------------------------------------------  Environmental - ------------- 0.0% and 0.0% at December 31, 2005 and 2004, respectively - ----------------------------------------------------------- Various  investments       various      1999     various      10,614         --      10,614         --                                                    ---------  ---------  ----------  ---------  Medical Biotechnology - --------------------- 0.0% and 3.5% at December 31, 2005 and 2004, respectively - ----------------------------------------------------------- Various  investments       various      2004           0          --         --     110,079    143,070                                                    ---------  ---------  ----------  ---------  Retail / Consumer Products - -------------------------- 243.9% and 39.7% at December 31, 2005 and 2004, respectively - --------------------------------------------------------- Dakota             LLC          2003-  Holdings, LLC (a) units        2004   1,614,638   2,165,888    565,121     879,638  1,539,367 Various  investments       various (2)  2004      41,430      91,821     18,365      72,503     72,525                                                    ---------    -------     -------  ---------                                                    2,257,709    583,486     952,141  1,611,892 Venture Capital Limited Partnership Investments - ----------------------------------------------- 0.0% and 2.6% at December 31, 2005 and 2004, respectively - --------------------------------------------------------- Various            Ltd.  investments       Partnership                    interests  various   various      399,696        --      444,696    107,309                                                    ---------  ---------  ----------  ---------   Total investments - 436.6% and 52.6% at  December 31, 2005 and 2004, respectively         $3,615,689 $1,044,399 $ 2,165,201 $2,131,156                                                    =========  =========  ==========  =========  Legends and footnotes:  - --  No investment held at end of period.  0  Investment active with a cost basis or fair value of zero.  (a) Equity security acquired in a private placement transaction; resale may be subject to certain selling restrictions. (b) Portfolio company is an affiliate of the Partnership; resale may be subject to certain selling restrictions. (c) Security is pledged as collateral for borrowing for 2003.  (See Note 8.)  (1) Represents the total fair value of a particular industry segment as a percentage of partners' capital at 12/31/05 and 12/31/04.  (2) The Partnership has no income-producing equity investments except for convertible notes which include accrued interest.  Interest rates on such notes are 4.79 percent.    The accompanying notes are an integral part of these financial statements.     STATEMENTS OF OPERATIONS - ------------------------                                        For the Years Ended December 31,                                   -----------------------------------                                    2005          2004           2003                                   ------        ------         ------      Investment income:  Notes receivable   interest                    $       --   $        --   $    11,008  Short-term investment   interest                           955         2,112           559                                ---------     ---------     ---------     Total investment      income                          955         2,112        11,567  Investment expenses:  Management fees                  28,121        44,690        32,924  Independent General   Partners' compensation          52,000        70,625        40,000  Investment operations           248,570       392,279       169,067  Administrative and   investor services              884,271     1,429,842     1,088,162  Computer services                91,963       142,891       106,107  Professional fees               170,324        96,868       163,857  Interest expense                     --        17,781        15,684  Bad debt expense                370,519            --            --                                 ---------      --------     ---------     Total investment      expenses                  1,845,768     2,194,976     1,615,801                                ---------     ---------     --------- Net investment loss           (1,844,813)   (2,192,864)   (1,604,234)                                ---------     ---------     ---------  Realized gain from   venture capital limited   partnership investments          3,836       141,428        73,406  Net realized gain   from sales of equity   investments                    137,192     2,037,463     1,632,882  Realized gain from recovery   of investments previously   written off                     86,037        98,111            --  Realized loss from   investment write-offs          (29,840)     (991,146)     (316,239)                                ---------     ---------     --------- Net realized gain                197,225     1,285,856     1,390,049                                ---------     ---------     ---------   STATEMENTS OF OPERATIONS (continued) - -----------------------------------                                     For the Years Ended December 31,                                   -----------------------------------                                    2005          2004           2003                                   ------        ------         ------      (Increase) decrease in  unrealized depreciation:   Equity investments          (2,166,726)    1,554,051     2,203,754   Notes receivable                    --            --        10,437                                ---------     ---------     --------- Net (increase) decrease in  unrealized depreciation      (2,166,726)    1,554,051     2,214,191                                ---------     ---------     ---------  Other income:   Income from extinguishment    of debt                            --       306,267            --   Other income                       314         8,473       193,830                                ---------     ---------     ---------      Total other income              314       314,740       193,830                                ---------     ---------     ---------  Net (decrease) increase in  partners' capital resulting  from operations             $(3,814,000)  $   961,783   $ 2,193,836                                =========     =========     ========= Net (decrease) increase in  partners' capital resulting   from operations per Unit     $    (7.67)  $     (0.11)  $      0.15                                =========     =========     =========                  The accompanying notes are an integral part of these financial statements.     STATEMENTS OF PARTNERS' CAPITAL - -------------------------------   For the years ended December 31, 2005, 2004 and 2003:                                     Limited     General                                    Partners    Partners     Total                                    --------    --------     -----     Partners' capital,     January 1, 2003                 $5,353,131 $(3,756,998)  $1,596,133  Net investment loss                      --  (1,604,234)  (1,604,234) Net realized income                  59,323   1,330,724    1,390,047 Net decrease in unrealized  depreciation                            --   2,214,191    2,214,191 Other income                             --     193,830      193,830 Distributions                            --    (698,551)    (698,551)                                   ---------   ---------    --------- Partners' capital,   December 31, 2003               5,412,454  (2,321,038)   3,091,416  Net investment loss                      --  (2,192,864)  (2,192,864) Net realized income                 (44,103)  1,329,959    1,285,856 Net increase in unrealized  depreciation                            --   1,554,051    1,554,051 Other income                             --     314,740      314,740                                  ----------   ---------    --------- Partners' capital,  December 31, 2004                5,368,351  (1,315,152)   4,053,199  Net investment loss              (1,475,599)   (369,214)  (1,844,813) Net realized loss                   152,839      44,386      197,225 Net decrease in unrealized  depreciation                    (1,745,220)   (421,506)  (2,166,726) Other income                             --         314          314                                   ---------   ---------    --------- Partners' capital,   December 31, 2005              $2,300,371 $(2,061,172)  $  239,199                                   =========   =========    =========      The accompanying notes are an integral part of these financial statements.    STATEMENTS OF CASH FLOWS - ------------------------                                        For The Years Ended December 31,                                     ---------------------------------                                       2005         2004        2003                                     --------     --------    --------     Net increase (decrease) in  partners' capital resulting  from operations                 $(3,814,000) $   961,783  $ 2,193,836  Adjustments to reconcile net  increase (decrease) in  partners' capital resulting  from operations to net cash  used by operating activities:   Bad debt expense                   370,519           --           --   Net realized gain from    venture capital limited    partnership investments            (3,836)    (141,428)     (73,406)   Net realized (gain) loss from    sales of equity investments      (137,192)  (2,037,463)  (1,632,882)   Realized loss from    investment write-offs              29,840      991,146      316,239   Realized gain from recovery    of investments previously    written off                       (86,037)     (98,111)          --   Income from extinguishment    of debt                                --     (306,267)          --   Net increase (decrease) in    unrealized depreciation:     Equity investments             2,166,726   (1,554,051)  (2,203,754)     Notes receivable                      --           --      (10,437)   Net change in operating assets    and liabilities:     Accrued interest on notes      receivable                           --       (1,256)       3,046     Prepaid expenses                  40,044       40,044       40,044     Receivables from related      party                                --      811,612     (811,609)     Due from portfolio company    (1,080,974)    (224,594)          --     Other receivable                      --       68,323      705,975     Accounts payable and      accrued expenses                 14,966       22,817       (3,360)     Due to related parties           568,255     (164,611)     146,082     Other changes, net                   855      (22,600)      13,005     Purchase of equity investments  (300,000)    (340,569)  (1,182,433)     Repayment of notes receivable         --           --       85,204     Proceeds from recovery of      investments previously      written off                      86,037       98,111           --     Proceeds from sales of      equity investments              247,272    3,527,346    3,126,521   STATEMENTS OF CASH FLOWS (continued) - -------------------------------------                                       For The Years Ended December 31,                                     ---------------------------------                                       2005         2004        2003                                     --------     --------    --------     Distributions from venture  capital limited partnership  investments                           18,996      141,428       73,405                                     ---------    ---------    ---------     Net cash (used) provided by      operating activities          (1,878,529)   1,771,660      785,746                                     ---------    ---------    --------- Cash flows from financing  activities:   Distributions to General     Partners                               --           --     (698,551)                                     ---------    ---------    ---------     Net cash (used) provided by      financing activities                  --           --     (698,551)                                     ---------    ---------    --------- Net (decrease) increase in cash  And cash equivalents              (1,878,529)   1,771,660       86,925  Cash and cash equivalents  at beginning of year               1,881,324      109,664       22,739                                     ---------    ---------    --------- Cash and cash equivalents  at end of year                    $    2,795   $1,881,324  $   109,664                                     =========    =========    ========= Supplemental disclosure of  non-cash activity:   Extinguishment of debt for    shares in equity    investment (See Note 8)         $       --   $  626,509  $        --                                     =========    =========   ==========   Conversion of due from    portfolio company, net to    investments                     $  935,049   $       --  $        --                                     =========    =========   ==========        The accompanying notes are an integral part of these financial statements.         NOTES TO FINANCIAL STATEMENTS - -----------------------------  1.  Summary of Significant Accounting Policies     ------------------------------------------  Organization - ------------  Technology Funding Venture Partners IV, An Aggressive Growth Fund, L.P. (the Partnership or the Registrant) is a limited partnership organized under the laws of the State of Delaware on December 4, 1986.  The purpose of the Partnership is to make venture capital investments in new and developing companies.  The Partnership elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the Act), and operates as a nondiversified investment company, as defined in the Act.  The Managing General Partners are Technology Funding Ltd. (TFL) and Technology Funding Inc. (TFI), a wholly owned subsidiary of TFL. There are also two Independent General Partners.  The Independent General Partners and a representative from TFL constitute the Management Committee, which is responsible for the management and administration of the Partnership.  For the period from December 5, 1986, through November 14, 1988, the Partnership was inactive.  The Partnership's registration statement was declared effective by the Securities and Exchange Commission on November 14, 1988, and the Partnership commenced selling Units of limited partnership interests (Units) on January 10, 1989.  On February 16, 1989, the minimum number of Units required to commence Partnership operations (15,000) were sold.  The offering terminated with 400,000 Units sold on September 14, 1990.  The Partnership's original contributed capital was $40,034,891, consisting of $39,994,896 from Limited Partners for 400,000 Units and $39,995 from General Partners.  The General Partners do not own any Units.  The Partnership's term was extended for a two-year period to December 31, 1999, pursuant to unanimous approval by the Management Committee on December 5, 1997.  In April 1999, the Management Committee further extended the term of the Partnership to December 31, 2001.  At a special meeting on September 7, 2001, the Limited Partners elected to extend the term of the Partnership to December 31, 2002, and for up to three one-year extensions through December 31, 2005.  On March 15, 2002, the Management Committee unanimously approved a one-year extension of the Partnership to December 31, 2003.  On November 8, 2002, the Limited Partners approved an additional one-year extension of the Partnership's term to December 31, 2006, at the discretion of the Management Committee. At the March 12, 2004, meeting, the Management Committee approved an extension of the Partnership's term to December 31, 2006.  Liquidation of the Partnership - ------------------------------  In December of 2005, the Management Committee and the Managing General Partners adopted a plan of liquidation and began the implementation thereof.  As part of the plan of liquidation and in conjunction with the anticipated dissolution and then liquidation of the Partnership, the Independent General Partners also approved the retention of an independent third party to assist in the sale of the Partnership's holdings.  On February 15, 2006, the Independent General Partners approved a resolution directing the Managing General Partners to notice a Special Meeting of the Partnership at which meeting the Limited Partners would be asked to vote upon a proposal to dissolve the Partnership prior to its scheduled termination date of December 31, 2006, to place the Partnership's assets and liabilities in a liquidating trust to be formed for that purpose, and to withdraw the Partnership's election as a Business Development Company under the 1940 Act.  Once the Liquidating Trust is formed and the Partnership's assets and liabilities are transferred to the Liquidating Trust, the Partnership shall be terminated for purposes of Delaware law and the terms of the Liquidating Trust Agreement will govern disposition of assets, proceeds and expenses.  Further, the Managing General Partners have informed the Management Committee that they are only willing to continue funding the Partnership's operating expenditures through the completion of a prompt liquidation (estimated to be three to six months).  Any proceeds from the liquidation of the assets of the Partnership will be paid first to creditors of the Partnership including the Managing General Partners as provided in Section 15.02 of the Limited Partnership Agreement.  The amount owed to the Managing General Partners as creditors is expected to continue to increase until proceeds from the sale of assets allow payments to all of the creditors.  Unless the net proceeds from sale of the Partnership's assets is substantially in excess of the aggregate estimated liquidation values presented in the balance sheet, it is likely that the sale proceeds will not be sufficient to meet the Partnership's obligations to the creditors.  If that is the case, the limited partners may receive no proceeds upon completion of the liquidation process.  Absent timely liquidation events and cash proceeds to support the continuing operation of the Partnership, the Managing General Partners may accelerate liquidation efforts to minimize further increases in the obligations to creditors.  As of January 31, 2006, substantially all of the publicly traded holdings had been liquidated.  As of December 31, 2005, all of the Partnership's holdings in privately held companies were valued at their estimated liquidation value.  Upon dissolution, the Partnership, whether by vote at the proposed special meeting or by operation of the Partnership Agreement, will go into liquidation and pursuant to the Partnership Agreement will accrue all estimated liquidation costs and any future operating costs including administrative and investor services, computer services, record retention costs, professional fees and estimated legal costs of the Partnership through final termination, as provided for in the Partnership Agreement.  Based on prior experience, management estimates it will take no more than three to six months to liquidate all remaining investments.  In the meantime, an Independent Third Party has been assisting in the sale of Partnership holdings and will continue to solicit interest in purchasing those holdings.  If no third party makes a bid acceptable to the Liquidating Trustee (who shall be the Management Committee, if still constituted, and otherwise shall be a Person proposed and approved by a Majority in Interest of the Limited Partners), the Managing General Partners may offer to acquire the remaining assets from the Liquidating Trust for the fair value at the time of the transaction.  From December 31, 2005, through termination, the Partnership will continue to incur costs similar to those experienced in prior years under normal operating procedures except that there would be no charges related to ongoing investment operations.  Preparation of Financial Statements and Use of Estimates - --------------------------------------------------------  The accompanying financial statements have been prepared on the accrual basis of accounting of a partnership in liquidation.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period.  Actual results could differ from those estimates. Significant estimates include the estimate of fair value of investments, liabilities and contingencies.  Because of the inherent uncertainty of valuation, the estimated fair value of investments may differ significantly from the values that would have been used had a ready market for investments existed, and the differences could be material.  Investments - -----------  Investments are carried at estimated liquidation amounts, which management believes approximate estimated fair value as determined below:  Equity Investments - ------------------  The Management Committee has the authority to establish valuation procedures and periodically apply such procedures to the Partnership's investment portfolio.  In fulfilling this responsibility, the Managing General Partners under the direction of the Management Committee periodically update and revise the valuation procedures used to determine fair value in order to reflect new events, changing market conditions, more experience with investee companies or additional information, any of which may require the revision of previous estimating procedures.  Unrestricted publicly traded securities are valued at the closing sales price or bid price that is available on a national securities exchange or over-the-counter market.  Valuation discounts of 5 percent to 50 percent are applied to publicly traded securities subject to resale restrictions resulting from Rule 144 or contractual lock-ups, such as those commonly associated with underwriting agreements or knowledge of material non-public information.  The fair value of all other investments is determined in good faith by the Managing General Partners under the direction of the Management Committee after consideration of available relevant information.  There is no ready market for the Partnership's investments in private companies or unregistered securities of public companies.  Fair value is generally defined as the amount the Partnership could reasonably expect to receive for an investment in an orderly disposition based on a current sale. Significant factors considered in the estimation of fair value include the inherent illiquidity of and lack of marketability associated with venture capital investments in private companies or unregistered securities, the investee company's enterprise value established in the last round of venture financing, changes in market conditions since the last round of venture financing or since the last reporting period, the value of a minority interest in the investee company, contractual restrictions on resale typical of venture financing instruments, the investee company's financial position and ability to obtain any necessary additional financing, the investee company's performance as compared to its business plan, and the investee company's progress towards initial public offering. The values determined for the Partnership's investments in these securities are based upon available information at the time the good faith valuations are made and do not necessarily represent the amount which might ultimately be realized, which could be higher or lower than the reported fair value. It is possible that these estimates of value and the estimated amount of time required to liquidate the assets will change as the Managing General Partners gain additional information from their efforts to sell the remaining investments and from information provided by the third party retained to assist in selling the assets.  At December 31, 2005 and 2004, the investment portfolio included private company investments and venture capital limited partnership investments totaling $1,044,399 and $2,131,156, respectively, whose fair values were established in good faith by the Managing General Partners under the direction of the Management Committee in the absence of readily ascertainable market values.  Because of the inherent uncertainty in the valuation, the values may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material.  Venture capital limited partnership investments are valued based on the fair value of the underlying investments.  Based on recent market analysis and attempts to liquidate the Partnerships interests in its venture capital limited partnership investments, management has valued all remaining interests at $0.  Limited partnership distributions that are a return of capital reduce the cost basis of the Partnership's investment. Distributions from limited partnership cumulative earnings are reflected as realized gains by the Partnership.  In the case of an other-than-temporary decline in fair value below cost basis, an appropriate reduction in the cost basis is recognized as a realized loss with the new cost basis being adjusted to equal the fair value of the investment. Cost basis adjustments are reflected as "Realized loss from investment write-offs" or "Net realized loss from venture capital limited partnership investments" on the Statements of Operations.  Sales of equity investments are recorded on the trade date.  The basis on which cost is determined in computing realized gains or losses is specific identification.  Cash and Cash Equivalents - -------------------------  Cash and cash equivalents are principally comprised of cash invested in demand accounts and money market instruments and are stated at cost plus accrued interest.  The Partnership considers all money market and short- term investments with an original maturity of three months or less to be cash equivalents.  Net Decrease in Partners' Capital Resulting from Operations Per Unit - --------------------------------------------------------------------  Net decrease in partners' capital resulting from operations per Unit is calculated by dividing the weighted average number of Units outstanding of 400,000 for the years ended December 31, 2005, 2004 and 2003, into the total net decrease in partners' capital resulting from operations allocated to the Limited Partners.  The Managing General Partners contributed 0.1 percent of total Limited Partner capital contributions and did not receive any Partnership Units.  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 which may not equate to tax accounting.  The cost of investments on a tax basis at December 31, 2005 and 2004, was $3,364,839 and $2,810,768, respectively.  At December 31, 2005 and 2004, gross unrealized appreciation and depreciation on investments based on cost for federal income tax purposes were as follows:                                           December 31,   December 31,                                           2005           2004                                       ------------   ------------    Unrealized appreciation               $       547    $   717,774 Unrealized depreciation                (2,320,987)    (1,397,384)                                         ---------      --------- Net unrealized depreciation           $(2,320,440)   $  (679,610)                                         =========      =========   Reclassifications - -----------------  Certain balances in prior periods have been reclassified in accordance with current year balances for comparability.  2.  Basis of Accounting and Presentation of the Statements     ------------------------------------------------------  As of December 31, 2005, the Partnership is in liquidation and will not continue as a going concern.  The accompanying financial statements are shown on the liquidation basis, and all amounts have been presented at their estimated liquidation value, which management believes approximates its historical basis of accounting and as a result, no specific adjustments have been made to the amounts presented or to the labeling of the statements to reflect liquidation accounting.  3.  Related Party Transactions     --------------------------  Related party costs are included in costs and expenses shown on the Statements of Operations.  Related party costs in 2005, 2004 and 2003 were as follows:                                     For the Years Ended December 31,                               -------------------------------------                                2005            2004           2003                               ------          ------         ------      Management fees              $ 28,121      $   44,690       $ 32,924 Independent General  Partners' compensation        52,000          70,625         40,000 Reimbursable operating  expenses:   Investment operations       248,570         392,279        169,067   Administrative, investor    services and    professional fees        1,054,595       1,526,710      1,252,019   Computer services            91,963         142,891        106,107    Management fees are equal to one quarter of one percent of the fair value of Partnership assets for each quarter.  Management fees compensate the Managing General Partners solely for General Partner Overhead (as defined in the Partnership Agreement) incurred in supervising the operation and management of the Partnership and the Partnership's investments. Management fees due to the Managing General Partners were $1,153 and $3,924 and were included in due to related parties at December 31, 2005 and 2004, respectively.  As compensation for their services, the Independent General Partners each receive $14,000 annually, plus $1,500 for attendance at each meeting of the Management Committee and committees thereof.  The Independent General Partners are reimbursed for all out-of-pocket expenses relating to attendance of the meetings, committees or otherwise of the Management Committee.  The Independent General Partners each own 20 Units.  The Partnership reimburses the Managing General Partners for operating expenses incurred in connection with the business of the Partnership. Reimbursable operating expenses include expenses (other than Organizational and Offering expenses and General Partner Overhead) such as investment operations, administrative and investor services, and computer services. The Managing General Partners of this Partnership serve in a similar capacity for other partnerships, and all reimbursed expenses are allocated to the various partnerships based on a number of factors including the size of each partnership, the number of active portfolio companies, and the amount of time spent by various employees of the Managing General Partners on the specific affairs of any one partnership.  There were $830,861 and $259,835 of such reimbursable expenses due to related parties at December 31, 2005 and 2004, respectively.  Under the terms of a computer service agreement, Technology Administrative Management, a division of TFL, charges the Partnership for its share of computer support costs.  These amounts are included in computer services expenses.  As of December 31, 2005 and 2004, the Partnership has a gross due from related party receivable of $0 and $224,594, respectively, related to its investment in Dakota Holdings, LLC and Dakota Arms, Inc.  During 2005, the Partnership advanced additional funds of $1,080,974 to the company for operations.  During 2005, the Partnership recorded an allowance for doubtful accounts of $370,519 against the receivable.  At December 31, 2005, $1,286,250 of this receivable was converted into additional equity investments in Dakota Holdings and the remaining $19,318 was converted into a bridge loan with an interest rate of 4.79 percent.  As a result of the conversion, the allowance for doubtful accounts as described above was reclassified to unrealized depreciation in the accompanying statements.  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 Management Committee meeting, was prepaid by the Partnership in October and December 2002. At December 31, 2005, the amount of prepaid operating expenses was $186,180, and is being amortized over the remaining expected employment period.  During 2005, 2004 and 2003, the Partnership recognized $40,047, $40,044 and $40,044 as operating expense related to the amortization of retention bonuses.  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.  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.  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.  One of the Managing General Partners serves as interim CEO and Chairman of the Board for Dakota Arms, Inc., a portfolio company. The Managing General Partner does not receive any compensation for these services.  4.  Allocation of Profits and Losses     --------------------------------  In accordance with the Partnership Agreement (see Note 1), net profits and losses of the Partnership are allocated based on the beginning-of-the-year partners' capital balances as follows:     (a)   Profits:      (i)   First, to those partners with deficit capital           account balances until such deficits have been           eliminated; then      (ii)  Second, to the partners as necessary to offset the           net decrease in partners' capital resulting from           operations and sales commissions previously allocated           under (b)(ii) below; then      (iii) 75 percent to the Limited Partners as a group in proportion           to the number of Units held, 5 percent to the Limited Partners           in proportion to the Unit Months of each Limited Partner,           and 20 percent to the Managing General Partners.  Unit months           are the number of half months a Unit would be outstanding           if held from the date the original holder of such Unit           was deemed admitted into the Partnership until the           termination of the offering of Units.     (b)   Losses:      (i)   First, to the partners as necessary to offset the           net profit previously allocated to the partners under           (a) (iii) above; then      (ii)  99 percent to the Limited Partners and 1 percent to the Managing           General Partners.  Losses allocable to Limited Partners in excess of their capital account balances will be allocated to the Managing General Partners, with net profit thereafter otherwise allocable to those Limited Partners being allocated to the Managing General Partners to the extent of such losses.  Losses from unaffiliated venture capital limited partnership investments are allocated pursuant to section (b) above.  Gains are allocated 99 percent to the Limited Partners and 1 percent to the Managing General Partners.  In no event are the Managing General Partners allocated less than 1 percent of the net realized profit or loss of the Partnership.  5.  Equity Investments     ------------------  All investments are valued at fair value as determined in good faith by the Managing General Partners.  Restricted Securities - ---------------------  At December 31, 2005 and 2004, restricted securities had aggregate costs of $3,615,689 and $2,165,201 and aggregate fair values of $1,044,399 and $2,131,156, respectively, representing 436.6 percent and 52.6 percent, respectively, of total partners' capital of the Partnership.  Significant purchases, sales and write-offs of equity investments during 2005 are as follows:  Corautus Genetics Inc. - ----------------------  In March 2005, the Partnership exercised a common stock warrant and received 14,550 shares.  Subsequently, all the shares were sold for proceeds of $58,348, resulting in a realized gain of $58,348.  Dakota Holdings, LLC - --------------------  In December 2005, the Partnership converted its due from portfolio company of $1,305,568 to $1,286,250 of LLC units and the remaining $19,318 into a bridge loan with an interest rate of 4.79 percent.  Icagen, Inc. - ------------  In September 2005, the Partnership received a stock distribution in the company from Medical Science Partners, a venture capital limited partnership previously written off.  Subsequently, the Partnership sold its holdings in the company for proceeds of $47,312 and recorded a realized gain of $47,312.  Laser Diagnostic Technologies, Inc. - -----------------------------------  In April 2005, the Partnership sold its entire position in the company for proceeds of $127,987, resulting in a realized gain of $17,907.  Onset Enterprises Associates, L.P. - ----------------------------------  In September 2005, the Partnership received a cash distribution of $18,996 from Onset Enterprises Associates, L.P., a venture capital limited partnership.  A gain of $3,836 was recorded.  Phase Forward Inc. - ------------------  In March 2005, the Partnership received a stock distribution in the company from Onset Enterprises Associates, L.P., a venture capital limited partnership.  Subsequently, the Partnership sold its holdings in the company for proceeds of $13,625 and recorded a realized gain of $13,625.  RedCell, Inc. - -------------  In September 2005, the Partnership recovered and recorded a gain of $86,037 from RedCell, an investment that was previously written off.  Sanarus Medical, Inc. - ---------------------  In January 2005, the Partnership purchased 375,939 Series D Preferred shares at a cost of $300,000.  Other Equity Investments - ------------------------  Other significant changes reflected above 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.  6.  Net Decrease (Increase) in Unrealized Depreciation of Equity     ------------------------------------------------------------     Investments     -----------  In accordance with the accounting policy as stated in Note 1, the Statements of Operations include a line item entitled "Net decrease (increase) in unrealized depreciation of equity investments."  The table below discloses details of the changes:                                             For the Years Ended December 31,                                         ----------------------------------                                          2005          2004          2003                                         ------        ------        ------     Unrealized appreciation  from cost of marketable   equity securities                 $       --   $       --   $   282,361  Unrealized (depreciation)  appreciation from cost of   non-marketable equity securities  (2,571,290)      34,045    (1,870,457)                                      ---------     ---------     --------- Unrealized (depreciation)  appreciation from cost at   end of year                       (2,571,290)      34,045    (1,588,096)  Unrealized appreciation  (depreciation) from cost at    beginning of year                    34,045   (1,588,096)   (3,791,850)  Reclass of allowance for doubtful  accounts                              370,519           --            --                                     ----------   ----------     --------- Net (increase) decrease in  unrealized depreciation of  equity investments               $(2,166,726)   $1,554,051   $ 2,203,754                                     =========     =========     =========   7.  Cash and Cash Equivalents     -------------------------  Cash and cash equivalents at December 31, 2005 and 2004, consisted of:                                               2005             2004                                           ------           ------     Demand accounts                         $    2,795      $1,881,324 Money market accounts                           --              --                                          ---------        --------   Total                                 $    2,795      $1,881,324                                          =========        ========   8.  Borrowings     ----------  In January 2002, the Partnership borrowed $1,147,180 from a financial institution and pledged as collateral, the Partnership's shares in Endocare, Inc. and GenStar Therapeutic Corporation (now Corautus Genetics Inc. after a merger with another company in February 2003).  On January 2002, the value of Endocare, Inc. dropped below 10 percent of the face of the note, resulting in the note being in default.  As a result, the financial institution that issued the note took ownership of the Endocare, Inc. shares, satisfying $562,968 of the term borrowings.  The remaining note had an outstanding balance of $621,063, and bore interest at the London Interbank Offered Rate plus 1.5 percent, which is payable quarterly. The outstanding principal and any remaining accrued interest were due December 30, 2004.  The note was a non-recourse note and was fully collateralized by the Partnership's common share holdings in Corautus.  On December 30, 2004, the Partnership turned over the Corautus shares to the financial institution to satisfy the remaining balance on the note, and recognized a gain from extinguishment of debt of $306,267, resulting from the difference in fair value of the shares verses the amount of debt outstanding.  9.  Distributions     -------------  There were no distributions in 2005 or 2004.  10. Commitments and Contingencies     -----------------------------  From time to time the Partnership becomes 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 investment fundings, 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 properly not recognized in the financial statements.  At December 31, 2005 and 2004, there was $0 and $500,000 in unfunded commitments, respectively.  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, 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.  11. Financial Highlights     --------------------                                       For The Years Ended December 31,                                   -----------------------------------                                    2005           2004          2003                                   ------         ------        ------     (all amounts on a per Unit basis) Net asset value,  beginning of period              $13.42        $13.53         $13.38  (Loss) gain from investment  operations:   Net investment loss              (3.69)           --            --   Net realized and unrealized    (loss) gain income on    investments                     (3.98)         (.11)          .15                                     ----          ----         ----- Total from investment    operations                      (7.67)         (.11)          .15                                     ----          ----         ----- Net asset value, end of period    $ 5.75        $13.42        $13.53                                    =====          ====         =====   Total return                      (57.15)%        (.81)%        1.12%  Ratios to average net assets:  Net investment loss              (38.48)%        0.00%         0.00%   Expenses                         (48.14)%      (40.72)%      (30.02)%   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.  Per the terms of the limited partnership agreement, subsequent to final liquidation of all partnership assets, the General Partners would be required to contribute capital equal to the amount of the General Partners' deficit capital account, if applicable.                                    SIGNATURES                               ----------  Pursuant to the requirements 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 IV,                          AN AGGRESSIVE GROWTH FUND, L.P.                           By:  TECHNOLOGY FUNDING INC.                               TECHNOLOGY FUNDING LTD.                               Managing General Partners  Date:  March --, 2006    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.  Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:            Signature           Capacity                 Date           ---------           --------                 ----   /s/Charles R. Kokesh         President, Chief         March --, 2006 - ------------------------      Executive Officer,     Charles R. Kokesh         Chief Financial Officer,                               and Chairman of                               Technology Funding Inc.                               and Managing General                               Partner of Technology                               Funding Ltd.  The above represents a majority of the Board of Directors of Technology Funding Inc. and the General Partners of Technology Funding Ltd.  Technology Funding Partners IV, L.P.     11:03 AM     03/28/06 (a Delaware limited partnership in process of liquidation)  Page 24 of 43 Technology Funding Partners IV, L.P. (a Delaware limited partnership in process of liquidation )  Technology Funding Partners IV, L.P. (a Delaware limited partnership in process of liquidation)  Technology Funding Partners IV, L.P. (a Delaware limited partnership in process of liquidation)     EX-14 2 p4q405coe.txt               TECHNOLOGY FUNDING PARTNERS III, L.P. TECHNOLOGY FUNDING VENTURE PARTNERS IV, An Aggressive Growth Fund, L.P. TECHNOLOGY FUNDING VENTURE PARTNERS V, An Aggressive Growth Fund, L.P.                              CODE OF ETHICS                        Adopted Under Rule 17j-1                        Effective March 10, 2006  Technology Funding Partners III, L.P., Technology Funding Venture Partners IV, An Aggressive Growth Fund, L.P., Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P., (each a "Fund" and collectively, the "Funds") are confident that their respective officers, directors, partners, employees and other persons involved with the Funds' business act with integrity and good faith.  Each Fund recognizes, however, that personal interests may conflict with the Fund's interests where officers, directors, partners, employees and certain other persons:      Know about the Fund's present or future portfolio transactions; or      Have the power to influence the Fund's portfolio transactions; and      Engage in securities transactions in their personal account(s).  In an effort to prevent conflicts of interest from arising, and in accordance with Rule 17j-1 under the Investment Company Act of 1940, each Fund has adopted this Code of Ethics (the "Code") to address transactions and conduct that may create conflicts of interest, establish reporting requirements, and create enforcement procedures. Definitions of underlined terms used throughout the Code are included in Appendix I.  I.  ABOUT THIS CODE OF ETHICS      A.  Who is Covered by the Code?          Each Fund's access persons are covered under this Code.         Each Fund's access persons generally are:           All directors and partners of the Fund,          both interested and independent;  All Fund Officers;  All employees who, in connection with their regular duties, participate in the selection of the Fund's Securities, or have access to information regarding the Fund's purchase or sale of Securities; and  Natural persons in a control relationship to the Fund who obtain information concerning recommendations about the purchase or sale of a Security by the Fund ("Natural Control Persons").      B.  What Rules Apply to Me?  This Code sets forth specific prohibitions and restrictions. They apply to all access persons of a Fund except where otherwise noted.  The Code also sets out reporting requirements for access persons.  For the reporting requirements that apply to you, please refer to Parts A, B and C, as indicated below:  Independent Directors and Independent Partners Part A  Interested Directors, Interested Partners, Part B Fund Officers, and employees with information access Natural Control Persons Part C  II.  STATEMENT OF GENERAL PRINCIPLES  In recognition of the trust and confidence placed in a Fund by its shareholders, and because the Fund believes that its operations should benefit its shareholders, each Fund has adopted the following principles to be followed by its access persons:  A.  The interests of the Fund's shareholders are paramount.  You must place shareholder interests before your own.  B.  You must accomplish all personal securities transactions in a manner that avoids any conflict (or the appearance of a conflict) between your personal interests and the interests of the Fund or its shareholders.  C.  You must avoid actions or activities that allow (or appear to allow) you or your family to benefit from your position with the Fund, or that bring into question your independence or judgment.    III.  GENERAL PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION  Access persons may not, in connection with the purchase or sale, directly or indirectly, of a Security held or to be acquired by a Fund (or any series thereof):  A.  Employ any device, scheme or artifice to defraud the Fund;  B.  Make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;  C.  Engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Fund; or  D.   Engage in any manipulative practice with respect to the Fund.  IV.  PROHIBITIONS AND RESTRICTIONS FOR ACCESS PERSONS  A.  Blackout Period on Personal Securities Transactions  This restriction applies to:  (i) access persons who, in connection with their regular duties, make, participate in, or obtain information regarding the purchase or sale of Securities by a Fund or whose functions relate to the making of any recommendations with respect to the purchases or sales and (ii) Natural Control Persons.  These persons may not purchase or sell, directly or indirectly, any Security in which they have (or by reason of such transaction acquire) any beneficial ownership on the same day as the same (or a related) Security is being purchased or sold by a Fund (or any series thereof).  B.  Prohibition on Selling Recently Acquired Securities  This prohibition applies to: (1) access persons who, in connection with their regular duties, make, participate in, or obtain information regarding the purchase or sale of Securities by a Fund; or whose functions relate to the making of any recommendations with respect to the purchases or sales and (ii) Natural Control Persons.  These persons may not sell a Security within 60 days of acquiring that Security.  C.  Pre-Approval for IPOs and Limited Offerings  This restriction applies to: (i) access persons who, in connection with their duties, make or participate in making recommendations regarding the purchase or sale of any securities by a Fund and (ii)  Natural Control Persons.  These persons must obtain approval from the Review Officer (as defined in Section VI below) before directly or indirectly acquiring beneficial ownership of any securities in an IPO or limited offering.  D.  Limits on Accepting or Receiving Gifts.  Access persons cannot accept or receive any gift of more than de minimis value from any person or entity in connection with a Fund's (or any series thereof) entry into a contract, development of an economic relationship, or other course of dealing by or on behalf of the Fund.  V.  REPORTING REQUIREMENTS  Subject to Section X hereof, access persons of a Fund must comply with the reporting requirements set forth in Parts A-C.  VI.  REVIEW AND ENFORCEMENT OF THE CODE  A.  Appointment of a Review Officer.  A review officer ("Review Officer") will be appointed by the Fund's Managing General Partner or Managing Member to perform the duties described herein.  B.  The Review Officer's Duties and Responsibilities.  (1)  The Review Officer shall notify each person who becomes an access person of a Fund and who is required to report under this Code of Ethics of their reporting requirements no later than 10 days before the first quarter in which such person is required to begin reporting.  (2)  The Review Officer will, on a quarterly basis, compare all reported personal securities transactions with a Fund's completed portfolio transactions and a list of Securities that were being considered for purchase or sale by a Fund's investment adviser(s) during the period to determine whether a Code violation may have occurred. Before determining that a person has violated the Code, the Review Officer must give the person an opportunity to supply explanatory material.  (3)  If the Review Officer finds that a Code violation has occurred, or believes that a Code violation may have occurred, the Review Officer must submit a written report regarding the possible violation, together with the confidential report and any explanatory material provided by the person, to the Managing General Partner or Managing Member and the legal counsel ("Counsel") for the Fund.  The Managing General Partner or Managing Member and Counsel will determine whether the person violated the Code.  (4)  No person is required to participate in a determination of whether he or she has committed a Code violation or discuss the imposition of any sanction against himself or herself.  (5)  The Review Officer will submit his or her own reports, as may be required pursuant to Parts A-C hereof, to an Alternate Review Officer who shall fulfill the duties of the Review Officer with respect to the Review Officer's reports.  (6)  The Review Officer will create a written report detailing any approval(s) granted to access persons for the purchase of securities offered in connection with an IPO or limited offering.  The report must include the rationale supporting any decision to approve such a purchase.  C.  Resolution; Sanctions.  If the Managing General Partner or Managing Member and Counsel determine that a person has violated the Code pursuant to paragraph B. (3) above, the Managing General Partner or Managing Member will approve a proposed resolution of the situation and submit the proposed resolution, with a report on the violation, to the Board at the next regularly scheduled Board meeting unless, in the Managing General Partner or Managing Member sole discretion, circumstances warrant an earlier report.  In lieu of proposing a resolution to the Board, the Managing General Partner or Managing Member may, if appropriate, impose upon the person a resolution and/or sanctions that the he deems appropriate.     VII.  ANNUAL WRITTEN REPORTS TO THE BOARD  At least annually, the Review Officer, investment adviser(s) and principal underwriter(s) (if required) will provide written reports to a Fund's Board as follows:  A.  Issues Arising Under the Code.  The reports must describe any issue(s) that arose during the previous year under the codes or procedures thereto, including any material code or procedural violations, and any resulting sanction(s).  B.  The Review Officer, Managing General Partner or Managing Member, investment adviser(s) and principal underwriter(s) may report to the Board more frequently as they deem necessary or appropriate and shall do so as requested by the Board.  C.  Certification.  Each report must be accompanied by a certification to the Board that the Fund, investment adviser(s) and principal underwriter(s) have adopted procedures reasonably necessary to prevent their access persons from violating their respective code of ethics.  VIII.  INTERRELATIONSHIP WITH OTHER CODES OF ETHICS  A.  General Principle: Overlapping Responsibilities.  A person who is both an access person of a Fund and an access person of an investment adviser to or principal underwriter for a Fund is only required to report under and otherwise comply with the investment adviser's or principal underwriter's code of ethics, provided that such code has been adopted pursuant to and in compliance with Rule 17j-1.  These access persons, however, remain subject to the principles and prohibitions in Sections II and III hereof.  B.  Procedures.  Each such investment adviser and principal underwriter of a Fund must:  (1)  Submit to the Board of the Fund a copy of its code of ethics adopted pursuant to or in compliance with Rule 17j-1;  (2)  Promptly furnish to the Fund, upon request, copies of any reports made under its code of ethics by any person who is also covered by the Fund's Code; and  (3)  Promptly report to the Fund in writing any material amendments to its code of ethics, along with the certification described under Section VII.C. above.  IX.  RECORDKEEPING  Each Fund will maintain the records set forth below.  These records will be maintained in accordance with Rule 31a-2 under the 1940 Act and the following requirements.  They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.  A.  A copy of this Code and any other code adopted by a Fund, which is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place.  B.  A record of any Code violation and of any sanctions taken will be preserved in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred.  C.  A copy of each Quarterly Transaction Report, Initial Holdings Report, and Annual Holdings Report submitted under this Code, including any information provided in lieu of any such reports made under the Code (see Parts A-C for more information about reporting), will be preserved for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place.  D.  A record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, will be maintained in an easily accessible place.  E.  A copy of each annual report required by Section VII of this Code must be maintained for at least five years from the end of the fiscal year in which it is made, for the first two years in any easily accessible place.  F.  A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities acquired in an IPO or limited offering, for at least five years after the end of the fiscal year in which the approval is granted.   X.  MISCELLANEOUS  A.  Confidentiality.  All reports and other information submitted to a Fund pursuant to this Code will be treated as confidential, provided that such reports and information may be produced to the Securities and Exchange Commission and other regulatory agencies.  B.  Interpretation of Provisions.  The Board may from time to time adopt such interpretations of this Code as it deems appropriate.  C.  Compliance Certification.  Within 10 days of becoming an access person of a Fund, and each year thereafter, each such person must complete the Compliance Certification, attached as Appendix V.  Adopted this 11th day of  March, 2005.                              PART A             INDEPENDENT DIRECTORS AND INDEPENDENT PARTNERS  I.  QUARTERLY TRANSACTION REPORTS  (A)  Subject to Section II. (B) below, each quarter, you must report all of your Securities transactions effected, as well as any securities accounts you established, during the quarter.  You must submit your report to the Review Officer no later than 10 days after the end of each calendar quarter.  A Quarterly Personal Securities Transactions Report Form is included as Appendix II.  (B)  If you had no reportable transactions and did not open any securities accounts during the quarter, you are still required to submit a report.  Please note on your report that you had no reportable items during the quarter, and return it, signed and dated.  (C)  You need not submit a quarterly report if the report would duplicate information in broker trade confirmations or account statements received by the Fund, provided that all required information is contained in the broker trade confirmations or account statements and is received by the Review Officer no later than 10 days after the end of the calendar quarter. Please see the Review Officer for more information about this reporting mechanism.  II.  WHAT MUST BE INCLUDED IN YOUR QUARTERLY REPORTS?  (A)  You must report all transactions in Securities that: (i) you directly or indirectly beneficially own or (ii) because of the transaction, you acquire direct or indirect beneficial ownership.  You must also report any account you established during the quarter in which any securities were held for your direct or indirect benefit.  (B)  Notwithstanding Section I above, reports of individual Securities transactions are required only if you knew at the time of the transaction, or in the ordinary course of fulfilling your official duties as a Trustee, director or partner should have known, that during the 15-day period immediately preceding or following the date of your transaction, the same Security was purchased or sold, or was being considered for purchase or sale, by the Fund (or any series thereof).  The "should have known" standard does not:  imply a duty of inquiry;  presume you should have deduced or extrapolated from discussions or memoranda dealing with the Fund's (or a series) investment strategies; or  impute knowledge from your awareness of the Fund's (or a series) portfolio holdings, market considerations, or investment policies, objectives and restrictions.  III.  WHAT MAY BE EXCLUDED FROM YOUR QUARTERLY REPORTS?  You are not required to detail or list the following items on your quarterly report:  (A)  Purchases or sales effected for any account over which you have no direct or indirect influence or control;  (B)  Purchases you made solely with the dividend proceeds received in a dividend reinvestment plan or that are part of an automatic payroll deduction plan, where you purchased a Security issued by your employer;  (C)  Purchases effected on the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, as long as you acquired these rights from the issuer, and sales of such rights;  (D)  Purchases or sales which are non-volitional, including purchases or sales upon the exercise of written puts or calls and sales from a margin account pursuant to a bona fide margin call; and  (E)  Purchases or sales of any of the following securities:  Direct obligations of the U.S. government;  Banker's acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and  Shares issued by registered, open-end investment companies.  You may include a statement in your report that the report shall not be construed as your admission that you have any direct or indirect beneficial ownership in the Security included in the report.                               PART B      INTERESTED DIRECTORS, INTERESTED PARTNERS, FUND OFFICERS AND                  EMPLOYEES WITH INFORMATION ACCESS  I.   REQUIRED REPORTS  (A)  Initial Holdings Report.  You must submit a listing of all Securities that you beneficially own, as well as all of your securities accounts, as of the date that you first become subject to this Code's reporting requirements.  You must submit this list to the Review Officer within 10 days of the date you first become subject to this Code's reporting requirements.  An Initial Holdings Report Form is attached as Appendix III.  (B)  Annual Holdings Report.  Each year, you must submit to the Review Officer a listing of all Securities you beneficially own, as well as all of your securities accounts.  Your list must be current as of a date no more than 30 days before you submit the report.  An Annual Holdings Report Form is attached as Appendix IV.  (C)  Quarterly Transaction Reports.  (1)  Each quarter, you must report all of your Securities transactions effected, as well as any securities accounts you established, during the quarter.  You must submit your report to the Review Officer no later than 10 days after the end of each calendar quarter.  A Quarterly Personal Securities Transactions Report Form is included as Appendix II.  (2)  If you had no reportable transactions and did not open any securities accounts during the quarter, you are still required to submit a report.  Please note on your report that you had no reportable items during the quarter, and return it, signed and dated.  (3) You need not submit a quarterly report if the report would duplicate information contained in broker trade confirmations or account statements received by the Fund, provided that all required information is contained in the broker trade confirmations or account statements and is received by the Review Officer no later than 10 days after the end of the calendar quarter.  Please see the Review Officer for more information about this reporting mechanism.   II.  WHAT MUST BE INCLUDED IN YOUR REPORTS?  You must report all transactions in Securities that: (i) you directly or indirectly beneficially own; or (ii) because of the transaction, you acquire direct or indirect beneficial ownership. You must also report all of your accounts in which any securities were held for your direct or indirect benefit.  III.  WHAT MAY BE EXCLUDED FROM YOUR REPORTS?  You are not required to detail or list the following items on your reports:  (A)  Purchases or sales effected for any account over which you have no direct or indirect influence or control;  (B)  Purchases you made solely with the dividend proceeds received in a dividend reinvestment plan or that are part of an automatic payroll deduction plan, where you purchased a Security issued by your employer;  (C)  Purchases effected on the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, as long as you acquired these rights from the issuer, and sales of such rights;  (D)  Purchases or sales which are non-volitional, including purchases or sales upon the exercise of written puts or calls and sales from a margin account pursuant to a bona fide margin call; and  (E)  Purchases or sales of any of the following securities:  Direct obligations of the U.S. government;  Banker's acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and  Shares issued by registered, open-end investment companies.  You may include a statement in your report that the report shall not be construed as your admission that you have any direct or indirect beneficial ownership in the Security included in the report.                                  PART C                          NATURAL CONTROL PERSONS  I.   REQUIRED REPORTS  (A)  Initial Holdings Report.  You must submit a listing of all Securities you beneficially own, as well as all of your securities accounts, as of the date that you first become subject to this Code's reporting requirements.  You must submit this list to the Review Officer within 10 days of the date you first become subject to this Code's reporting requirements.  An Initial Holdings Report Form is attached as Appendix III.  (B)  Annual Holdings Report.  Each year, you must submit to the Review Officer a listing of all Securities you beneficially own, as well as all of your securities accounts.  Your list must be current as of a date no more than 30 days before you submit the report.  An Annual Holdings Report Form is attached as Appendix IV.  (C)  Quarterly Transaction Reports.  (1)  Each quarter, you must report all of your Securities transactions effected, as well as any securities accounts you established, during the quarter.  You must submit your report to the Review Officer no later than 10 days after the end of each calendar quarter.  A Quarterly Personal Securities Transactions Report Form is included as Appendix II.  (2)  If you had no reportable transactions and did not open any securities accounts during the quarter, you are still required to submit a report.  Please note on your report that you had no reportable items during the quarter, and return it, signed and dated.  (3)  You need not submit a quarterly report if the report would duplicate information contained in broker trade confirmations or account statements received by the Fund, provided that all required information is contained in the broker trade confirmations or account statements and is received by the Review Officer no later than 10 days after the end of the calendar quarter.  Please see the Review Officer for more information about this reporting mechanism.   II.  WHAT MUST BE INCLUDED IN YOUR REPORTS?  You must report all transactions in Securities that: (i) you directly or indirectly beneficially own; or (ii) because of the transaction, you acquire direct or indirect beneficial ownership. You must also report all of your accounts in which any securities were held for your direct or indirect benefit.  III.  WHAT MAY BE EXCLUDED FROM YOUR REPORTS?  You are not required to detail or list the following items on your reports:  (A)  Purchases or sales effected for any account over which you have no direct or indirect influence or control;  (B)  Purchases you made solely with the dividend proceeds received in a dividend reinvestment plan or that are part of an automatic payroll deduction plan, where you purchased a Security issued by your employer;  (C)  Purchases effected on the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, as long as you acquired these rights from the issuer, and sales of such rights;  (D)  Purchases or sales which are non-volitional, including purchases or sales upon the exercise of written puts or calls and sales from a margin account pursuant to a bona fide margin call; and  (E)  Purchases or sales of any of the following securities:  Direct obligations of the U.S. government;  Banker's acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and  Shares issued by registered, open-end investment companies.  You may include a statement in your report that the report shall not be construed as your admission that you have any direct or indirect beneficial ownership in the Security included in the report.                             APPENDIX I                             DEFINITIONS                            General Note  The definitions and terms used in this Code of Ethics are intended to mean the same as they do under the 1940 Act and the other federal securities laws.  If a definition hereunder conflicts with the definition in the 1940 Act or other federal securities laws, or if a term used in this Code is not defined, you should follow the definitions and meanings in the 1940 Act or other federal securities laws, as applicable.  Access person means:  any director, partner or officer of a Fund;  any employee of a Fund (or of any company in a control relationship to the fund) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Securities by the Fund or whose functions relate to the making of any recommendations with respect to the purchases or sales; and  any natural person in a control relationship to a Fund who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of securities by the Fund.  Beneficial ownership means the same as it does under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a)(2) thereunder.  You should generally consider yourself the "beneficial owner" of any securities in which you have a direct or indirect pecuniary interest. In addition, you should consider yourself the beneficial owner of securities held by your spouse, your minor children, a relative who shares your home, or other persons by reason of any contract, arrangement, understanding or relationship that provides you with sole or shared voting or investment power.  Control means the same as it does under Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that "control" means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.  Ownership of 25% or more of a company's outstanding voting securities is presumed to give the holder of such securities control over the company.  The facts and circumstances of a given situation may counter this presumption.  Fund Officers' means any person lawfully elected by the Board and authorized to act on behalf of the Fund.  As of March 12, 2004, there are no Fund Officers.  High quality short-term debt instrument means any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization (e.g., Moody's Investors Service).  Independent Director and Independent Partner means a director or partner, respectively of a Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.  As of March 12, 2004, each Fund's Independent Directors and Independent Partners are:  Technology Funding Partners III, LP         G. Whitney Baines           Michael Tempesta           A. Logan Craft  Technology Funding Venture Partners IV, An Aggressive Growth Fund, LP         John Patrick O'Grady           D.W. Frommer II           John Muncaster  Technology Funding Venture Partners V, An Aggressive Growth Fund, LP        Ben H. Crawford        Harry E. Kitch        Richard A. Marcum  IPO (Initial Public Offering) means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.  Interested Director and Interested Partner means a director or partner, respectively of a Fund who is an "interested person" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.  As of March 12, 2004 each Fund's Interested Directors and Interested Partners are:  Technology Funding Ltd. Charles R. Kokesh  Technology Funding Inc. Charles R. Kokesh Peter F. Bernardoni  Limited offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2), Section 4(6), Rule 504, Rule 505 or Rule 506 (e.g., private placements).  Purchase or sale of a Security includes, among other things, the writing of an option to purchase or sell a Security.  Security means the same as it does under Section 2(a)(36) of the 1940 Act, except that it does not include direct obligations of the U.S. government, bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, including repurchase agreements, or shares issued by registered, open-end investment companies.  A Security held or to be acquired by a Fund (or a series thereof) means: (A) any Security that within the most recent 15 days (i) is or has been held by the Fund; or (ii) is being or has been considered by the Fund's adviser for purchase by the Fund; and (B) any option to purchase or sell, and any security convertible into or exchangeable for, any Security.  A Security is being purchased or sold by a Fund (or a series thereof) from the time a purchase or sale program has been communicated to the person who places buy and sell orders for the Fund until the program has been fully completed or terminated.  A Security is being considered for purchase by a Fund (or a series thereof) when a Security is identified as such by the investment adviser(s) to the Fund                                  APPENDIX V                         COMPLIANCE CERTIFICATION                          INITIAL CERTIFICATION  I certify that I: (i)   have received, read and reviewed the Code of Ethics; (ii)  understand the policies and procedures in the Code; (iii) recognize that I am subject to such policies and procedures; (iv)  understand the penalties for non-compliance; (v)   will fully comply with the Code of Ethics; and (vi)  have fully and accurately completed this Certificate.  Signature: Name: ____________________________________________________  Date Submitted: _____________________________________________________  Date Due: ___________________________________________________________  ANNUAL CERTIFICATION  I certify that I: (i)   have received, read and reviewed the Code of Ethics; (ii)  understand the policies and procedures in the Code; (iii) recognize that I am subject to such policies and procedures; (iv)  understand the penalties for non-compliance; (v)   have complied with the Code of Ethics and any applicable reporting requirements during this past year; (vi)  have fully disclosed any exceptions to my compliance with the Code below; (vii) will fully comply with the Code of Ethics; and (vi)  have fully and accurately completed this Certificate.  EXCEPTION(S): ______________________________________________________________________  Signature:____________________________________________________________  Name:_________________________________________________________________  Date Submitted:_______________________________________________________  Date Due:_____________________________________________________________   Technology Funding Partners IV, L.P. (a Delaware limited partnership)  Page 1 of 18    EX-31 3 p4q405exh31.txt                                                             EXHIBIT 31.1                          CERTIFICATION PURSUANT TO                             SECTION 302 OF                      THE SARBANES-OXLEY ACT OF 2002   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 annual report on Form 10-K of Technology Funding Partners IV, An Aggressive Growth, L.P.; 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 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 annual 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 annual report (the Evaluation Date); and c) presented in this annual 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 annual 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:  March 27, 2006    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 Partners IV, L.P. (a Delaware limited partnership)  Page 1 of 2    EX-32 4 p4q405exh32.txt                                                            EXHIBIT 32.1                CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350,                   AS ADOPTED PURSUANT TO SECTION 906 OF                     THE SARBANES-OXLEY ACT OF 2002  In connection with the Technology Funding Venture Partners IV, An Aggressive Growth Fund, L.P. (the Partnership) Annual Report on Form 10-K for the year ending December 31, 2005, 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 Limited, 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:  March 27, 2006  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 Limited  Technology Funding Partners IV, L.P. (a Delaware limited partnership)  Page 1 of 1    -----END PRIVACY-ENHANCED MESSAGE-----