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Technology Stocks : Moderated Comdisco -- Ignore unavailable to you. Want to Upgrade?

To: KevRupert who wrote (21)	8/8/2000 9:40:01 PM
From: KevRupert	Respond to of 86

CDO/CDOV Relationship: RELATIONSHIP BETWEEN COMDISCO VENTURES AND COMDISCO GROUP Because Comdisco Group and Comdisco Ventures will not be separate legal entities, Comdisco has carefully considered a number of issues with respect to the financing of each group, competition between groups, inter-group business transactions, corporate opportunities and the allocation of shared services expenses, corporate general and administrative expenses, debt, interest, taxes, retirement benefit costs, and other support activities between the groups. Following is a summary of policies and guidelines that we plan to follow to help us to allocate costs and charges between the groups in a manner that will ensure that transactions between the groups are made on a basis that in management's judgment would be fair and equitable. These policies are not subject to approval by Comdisco's stockholders and may be changed at any time without stockholder approval. The description of the Comdisco Ventures Policy Statement below is not complete and is qualified in its entirety by reference to the text of the Comdisco Ventures Policy Statement that is filed as an exhibit to the registration statement of which this prospectus is a part. For information on how to obtain this document, see "Where You Can Find More Information" on page 106. You are urged to read it in its entirety. Fiduciary and Management Responsibilities Under Delaware law, absent an abuse of discretion, a director or officer will be deemed to have satisfied his or her fiduciary duties to Comdisco and to the holders of our Comdisco Stock and Comdisco Ventures Stock if that person is disinterested and acts in accordance with his or her good faith business judgment in the interests of Comdisco and all of our stockholders as a whole. Our board of directors and our chief executive officer, in establishing policies with regard to intracompany matters such as business transactions between groups and allocations of assets, liabilities, debt, shared services expenses, corporate general and administrative costs, taxes, interest, retirement benefit costs, corporate opportunities and other matters, will consider various factors and information which could benefit or cause detriment to the stockholders of the respective groups and will make determinations in the best interests of Comdisco and all of our stockholders as a whole. Comdisco will adhere to the principle that transactions and transfers between groups should be made on a basis that in management's judgment would be fair and equitable. Comdisco Ventures Stock Committee Our board of directors will establish the Comdisco Ventures Stock Committee as a committee of our board of directors under our bylaws to oversee the interaction between the businesses of Comdisco Group and Comdisco Ventures. The members of the Comdisco Ventures Stock Committee are Nicholas K. Pontikes, Keith Hartley and Carolyn Murphy, who are all members of our board of directors. Members of the Comdisco Ventures Stock Committee have no separate fiduciary duty to act solely in the best interests of the holders of Comdisco Ventures Stock, but rather owe their fiduciary duties to all Comdisco stockholders as a whole. In accordance with our bylaws, our board of directors will delegate to the Comdisco Ventures Stock Committee authority to: . interpret, make determinations under, and oversee the implementation of the policies described in the Policy Statement Regarding Comdisco Ventures Stock Matters described under "-- Comdisco Ventures Policy Statement," beginning on page 93; . review our policies, programs and practices relating to: . the business and financial relationships between Comdisco Group and Comdisco Ventures, . disclosures to stockholders and the public concerning, and transactions by Comdisco or any of its subsidiaries, in shares of Comdisco Ventures' tracking stock, and . any matters arising in connection with any of the foregoing, all to the extent the Comdisco Ventures Stock Committee may deem appropriate; 92 <PAGE> . recommend changes in the policies, programs and practices that Comdisco Ventures Stock Committee may deem appropriate; . recommend adoption of additional policies governing the relationship between Comdisco Ventures and Comdisco Group; and . engage the services of accountants, investment bankers, appraisers, attorneys and other service providers to assist the Comdisco Ventures Stock Committee in performing its duties. The Comdisco Ventures Stock Committee will have and may exercise such other powers, authority and responsibilities as our board of directors may determine from time to time. Although our board of directors has no present intention to do so, it may modify, suspend or rescind the authority of the Comdisco Ventures Stock Committee at any time.