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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/04/08 Firsthand Funds N-14AE/A 3:926K FilePoint/FA → Firsthand Global Technology Fund ⇒ GTFQX → Firsthand Technology Innovators Fund ⇒ TIFQX → Firsthand Technology Value Fund ⇒ TVFQX |
Document/Exhibit Description Pages Size 1: N-14AE/A Pre-Effective Amendment to Registration Statement HTML 554K by an Open-End Investment Company (Business Combination) with Automatic Effectiveness 3: EX-17 Letter re: Departure of Director HTML 33K 2: EX-11 Statement re: Computation of Earnings Per Share HTML 17K
Form
N-14
Item
No.
|
Prospectus/Proxy
Statement
Caption
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|
Part
A
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||
Item
1.
|
Beginning
of Registration Statement and Outside Front Cover Page of
Prospectus
|
Cover
Page of Registration Statement; Cross-Reference Sheet; Front Cover Page of
Proxy Statement/Prospectus
|
Item
2.
|
Beginning
and Outside Back Cover Page of Prospectus
|
Table
of Contents
|
Item
3.
|
Fee
Table, Synopsis Information and Risk Factors
|
Summary
|
Item
4.
|
Information
About the Transaction
|
Letter
to Shareholders; Summary; The Reorganizations
|
Item
5.
|
Information
About the Registrant
|
Not
Applicable
|
Item
6.
|
Information
About the Companies Being Acquired
|
Summary; Appendix
E: Comparison of Fundamental Policies and Limitations of TIF, GTF and
TVF
|
Item
7.
|
Voting
Information
|
Voting
Matters
|
Item
8.
|
Interest
of Certain Persons and Experts
|
Not
Applicable
|
Item
9.
|
Additional
Information Required for Reoffering by Persons Deemed to be
Underwriters
|
Not
Applicable
|
Part
B
|
Statement of
Additional
Information
Caption
|
|
Item
10.
|
Cover
Page
|
Cover
Page
|
Item
11.
|
Table
of Contents
|
Table
of Contents
|
Item
12.
|
Additional
Information About the Registrant
|
Statement
of Additional Information of Firsthand Funds dated April 30, 20071
|
Item
13.
|
Additional
Information About the Company Being Acquired
|
Statement
of Additional Information of Firsthand Funds dated April 30, 20071
|
Item
14.
|
Financial
Statements
|
Annual
Report of Firsthand Funds for fiscal year ended December 31, 20072
|
Part
C
|
||
Item
15.
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Indemnification
|
|
Item
16.
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Exhibits
|
|
Item
17.
|
Undertakings
|
Page No. | ||
LETTER
TO SHAREHOLDERS
|
1
|
|
SUMMARY
|
5
|
|
Overview
of the Reorganization Agreements
|
5
|
|
Overview
of Investment Objectives and Principal Investment
Strategies
|
5
|
|
Overview
of Service Providers
|
5
|
|
Overview
of Purchase, Redemption, Distribution, Exchange, and Other
Procedures
|
5
|
|
Fee
Table and Expense Summaries
|
6
|
|
Federal
Income Tax Consequences
|
7
|
|
Principal
Risk Factors
|
7
|
|
THE
REORGANIZATIONS
|
8 | |
Description
of the Reorganization Agreements
|
8
|
|
Reasons
for the Reorganizations and Other Considerations
|
8
|
|
Board
Considerations
|
8
|
|
Comparison
of Investment Management, Investment Objectives, and Principal Investment
Strategies
|
9
|
|
Comparison
of Investment Policies and Restrictions
|
10
|
|
Comparison
of Performance
|
10
|
|
Comparison
of Form of Business Organization
|
10
|
|
Comparison
of Advisory and Other Service Arrangements and Fees
|
11
|
|
Investment
Advisory Services and Fees
|
11
|
|
Comparison
of Purchase, Redemption, Distribution, and Exchange Policies and Other
Shareholder
|
||
Transactions
and Services
|
11
|
|
Material
Federal Income Tax Consequences
|
11
|
|
Capitalization
|
13
|
|
VOTING
MATTERS
|
13 | |
General
Information
|
13
|
|
Quorum
|
13
|
|
Shareholder
Approval
|
14
|
|
Principal
Shareholders
|
14
|
|
Annual
Meetings and Shareholder Meetings
|
15
|
|
ADDITIONAL
INFORMATION ABOUT THE TRUST
|
15
|
|
Financial
Statements
|
15
|
|
Other
Business
|
15
|
Shareholder Inquiries | 16 | |
APPENDIX A:
|
Glossary |
A-1
|
APPENDIX
B:
|
Agreement and Plan of Reorganization between TVF and TIF |
B-1
|
APPENDIX
C:
|
Agreement and Plan of Reorganization between TVF and GTF |
C-1
|
APPENDIX
D:
|
Prospectus for Firsthand Technology Value Fund |
D-1
|
APPENDIX E:
|
Comparison of Fundamental Policies and Limitations of TIF, GTF, TVF |
E-1
|
TIF
|
GTF
|
TVF
|
Pro Forma
TIF/TVF# |
Pro Forma
GTF/TVF# |
Pro Forma
TIF/GTF/TVF
|
|
Shareholder
Fees
(fees
paid directly from your investment)
|
||||||
none
|
none
|
none
|
none
|
none
|
none
|
|
none
|
none
|
none
|
none
|
none
|
none
|
|
· Redemption
Fee
|
none
|
none
|
none
|
none
|
none
|
none
|
Annual
Fund Operating Expenses
(Expenses
that are deducted from the Fund’s assets)
|
||||||
1.50%
|
1.50%
|
1.50%
|
1.50%
|
1.50%
|
1.50%
|
|
none
|
none
|
none
|
none
|
None
|
none
|
|
0.45%
|
0.45%
|
0.43%
|
0.42%
|
0.43%
|
0.42%
|
|
1.95%*
|
1.95%*
|
1.93%*
|
1.92%*
|
1.93%*
|
1.92%*
|
Fund
|
1
year
|
3
years
|
5
years
|
10
years
|
Firsthand
Technology Innovators Fund
|
$198
|
$612
|
$1,050
|
$2,266
|
Firsthand
Global Technology Fund
|
$198
|
$612
|
$1,050
|
$2,266
|
Firsthand
Technology Value Fund
|
$196
|
$605
|
$1,040
|
$2,245
|
Pro Forma
TIF/TVF
|
$195
|
$602
|
$1,035
|
$2,235
|
Pro Forma
GTF/TVF
|
$196
|
$605
|
$1,040
|
$2,245
|
Pro Forma
TIF/GTF/TVF
|
$195
|
$602
|
$1,035
|
$2,235
|
·
|
Stock
market risk – The return on and value of an investment in TVF will
fluctuate in response to stock market movements. Therefore, the
most significant risk of investing in TVF is that a shareholder may lose
money. Stocks and other equity securities are subject to market
risks and fluctuations in value due to earnings, economic conditions, and
other factors beyond the control of FCM. There is a risk that
the value of these investments will not rise as expected, or will fall,
thereby causing you to lose money.
|
·
|
Non-diversification
risk – TVF is a non-diversified fund. Therefore, it invests in
a smaller number of companies than a diversified fund. A
significant change in the value of one company will, therefore, have a
greater impact on TVF than it would if TVF diversified its
investments. It therefore exposes shareholders to
greater-than-average financial and market
risk.
|
·
|
Illiquid securities
risk – Illiquid securities consist primarily of equity interest in
privately placed technology companies. A high level of investments in
illiquid privately placed securities increases certain risks for
shareholders in TVF, including the risk that the Investment Adviser may
not be able to manage TVF according to its strategy because of the need to
sell liquid portfolio securities in order to meet any redemption requests,
further increasing the portion of illiquid securities. If the
Fund were compelled to sell illiquid privately placed securities (which
usually have resale restrictions attached) before it otherwise would in
order to meet redemption requests, the Fund might not be able to sell
those securities quickly without a substantial
discount.
|
·
|
Small-capitalization
companies risk – TVF may invest a substantial portion of its assets in
small-capitalization companies, which are subject to wider price
fluctuations due to factors inherent in their size, such as lack of
management experience and financial resources and limited trade volume and
frequency. To make a large sale of securities of smaller
companies that trade in limited volumes, TVF may need to sell portfolio
holdings at a discount or make a series of small sales over an extended
period of time.
|
·
|
Achieving
economies of scale. The Reorganizations will offer an
Acquired Fund’s shareholders the potential to benefit from economies of
scale, as TVF has a substantially larger asset base than the Acquired
Funds.
|
·
|
Lower
expense ratios. An additional reason for the
Reorganizations is that they will result in a lower overall expense ratio
for shareholders of an Acquired Fund after the
Reorganizations.
|
·
|
Improve
liquidity for shareholders. In the case of TIF, the
combination of investment in privately-placed securities and net
redemptions of shares have resulted in a portfolio with a relatively high
concentration of illiquid securities. This causes additional
risks to the portfolio. By reorganizing TIF into a larger
mutual fund like TVF, it provides more flexibility for portfolio
management.
|
TIF
|
GTF
|
TVF
|
|
Investment
Objective
|
The
Fund seeks long-term growth of capital.
|
The
Fund seeks long-term growth of capital.
|
The
Fund seeks long-term growth of capital.
|
Principal
Investment Strategies
|
Under
normal circumstances, the Fund invests at least 80% of its assets in
high-technology companies. The Adviser invests the Fund’s
assets in equity securities of high-technology companies that it considers
to be best positioned to introduce “breakthrough” products in the
fastest-growing markets in the technology sector. Because there
are no market capitalization restrictions on the Fund’s investments, the
Fund may purchase stocks of small-, mid-, and large-cap companies. The
Fund’s investments, however, tend to focus on newer, smaller companies
with market capitalizations mainly in the micro- and small-cap
categories.
|
Under
normal circumstances, the Fund invests at least 80% of its assets in
high-technology companies. The Adviser invests the Fund’s
assets in equity securities of high-technology companies that it considers
to be best positioned to benefit significantly from the adoption of new
technologies worldwide. Because there are no market
capitalization restrictions on the Fund’s investments, the Fund may
purchase stocks of small-, mid-, and large-cap companies.
|
Under
normal circumstances, the Fund invests at least 80% of its assets in
high-technology companies. The Adviser invests the Fund’s
assets primarily in equity securities of high-technology companies that it
considers to be undervalued with potential for capital
appreciation. Because there are no market capitalization
restrictions on the Fund’s investments, the Fund may purchase stocks of
small-, mid-, and large-cap companies. The Fund’s investments
may include young, relatively small companies that are not yet broadly
known, or well-established companies that FCM believes are currently out
of favor in the market.
|
Fund
|
Inception Date
|
1-year
|
3-year
|
5-year
|
10-year
|
TIF
|
5/20/1998
|
17.13 %
|
5.27 %
|
9.65 %
|
N/A
|
GTF
|
9/29/2000
|
16.93 %
|
7.05 %
|
16.75
%
|
N/A
|
TVF
|
5/20/1994*
|
23.39%
|
14.74%
|
19.74%
|
6.94%
|
Investment
Adviser
|
Firsthand
Capital Management, Inc.
|
Distributor
|
ALPS
Distributors, Inc.
|
Administrator
|
Firsthand
Capital Management, Inc.
|
Sub-Administrator
|
Citi
Fund Services Ohio, Inc.
|
Custodian
|
PFPC
Trust
|
Fund
Accountant
|
Citi
Fund Services Ohio, Inc.
|
Transfer
Agent
|
Citi
Fund Services Ohio, Inc.
|
Independent
Accountants
|
Tait,
Weller & Baker LLP
|
Fund
|
Net
Assets
|
Shares
Outstanding
|
Net
Asset Value Per Share
|
Firsthand
Technology Innovators Fund
|
$19,490,421
|
1,657,623
|
$11.76
|
Firsthand
Global Technology Fund
|
$
11,605,787
|
2,212,031
|
$5.25
|
Firsthand
Technology Value Fund (Investor Class)
|
$382,778,431
|
8,596,505
|
$44.53
|
Pro Forma
TIF/TVF
|
$402,268,852
|
9,034,197
|
$44.53
|
Pro Forma
GTF/TVF
|
$394,384,218
|
8,857,133
|
$44.53
|
Pro Forma Combined Fund
(TVF/TIF/GTF)
|
$413,874,639
|
9,294,825
|
$44.53
|
Fund
|
Name
and Address
|
Total
Shares/Class
|
Percentage
of Class
|
Percentage
of Fund
(All
Classes)
|
Percentage
of Fund Post Closing
|
Firsthand
Global Technology Fund
|
CHARLES
SCHWAB & CO INC*
SPECIAL
CUSTODY ACCT FOR
BENEFIT
OF CUSTOMERS
ATTN
MUTUAL FUNDS DEPT.
101
MONTGOMERY STREET
|
325,952.78
Investor
Class
|
15.40%
|
15.40%
|
30.05%
|
NATIONAL
FINANCIAL SERVICES CORP*
FOR
EXCLUSIVE BENEFIT OF CUSTOMERS
ATTN
MUTUAL FUNDS DEPT
200
LIBERTY STREET
|
189,768.77
Investor
Class
|
8.97%
|
8.97%
|
20.93%
|
|
TD
AMERITRADE CLEARING, INC.*
1005
NORTH AMERITRADE PLACE
|
109,689.71
Investor
Class
|
5.18%
|
5.18%
|
9.09%
|
|
CITIGROUP
GLOBAL MARKETS INC
333
W 34th
STREET
|
106,406.38
Investor
Class
|
5.03%
|
5.03%
|
0.53%
|
|
KEVIN
M LANDIS*
125
SOUTH MARKET ST
SUITE
1200
|
106,012.02
Investor
Class
|
5.01%
|
5.01%
|
0.62%
|
Firsthand
Technology Innovators Fund
|
CHARLES
SCHWAB & CO INC*
SPECIAL
CUSTODY ACCT FOR
BENEFIT
OF CUSTOMERS
ATTN
MUTUAL FUNDS DEPT.
101
MONTGOMERY STREET
|
444,086.76
Investor
Class
|
28.15%
|
28.15%
|
30.05%
|
NATIONAL
FINANCIAL SERVICES CORP*
FOR
EXCLUSIVE BENEFIT OF CUSTOMERS
ATTN
MUTUAL FUNDS DEPT
200
LIBERTY STREET
|
300,138.17
Investor
Class
|
19.03%
|
19.03%
|
20.93%
|
|
TD
AMERITRADE CLEARING, INC.*
1005
NORTH AMERITRADE PLACE
|
118,637.38
Investor
Class
|
7.52%
|
7.52%
|
9.09%
|
Term Used in
Proxy/Prospectus
|
Definition
|
1933
Act
|
Securities
Act of 1933, as amended
|
1934
Act
|
Securities
Exchange Act of 1934, as amended
|
1940
Act
|
Investment
Company Act of 1940, as amended
|
Acquired
Funds
|
TIF
and GTF
|
Adviser
|
Firsthand
Capital Management, Inc.
|
Advisory
Agreements
|
Master
Investment Advisory Agreement between the Adviser and the Trust dated
August 10, 2002.
|
Board
|
The
Board of Trustees of Firsthand Funds
|
Closing
Date
|
|
Code
|
Internal
Revenue Code of 1986, as amended
|
Effective
Time of the Reorganization
|
The
date and time, immediately following the Closing Date, at which delivery
of shares of TVF to be issued, and liquidation of the Acquired Funds
occur.
|
FCM
|
Firsthand
Capital Management, Inc.
|
Fund(s)
|
TIF,
GTF and TVF
|
GTF
|
Firsthand
Global Technology Fund, a series of Firsthand Funds
|
GTF
Reorganization
|
The
reorganization of GTF into TVF
|
GTF
Reorganization Agreement
|
The
Agreement and Plan of Reorganization dated February 11, 2008 by and
between Firsthand Funds, on behalf of Firsthand Global Technology Fund,
and Firsthand Funds, on behalf of Firsthand Technology Value
Fund.
|
Meeting
|
The
shareholder meeting of GTF and TIF that will be held at 1:30 P.M., Pacific
Time, on May 21, 2008, at Hilton San Jose, 300 Almaden Boulevard, San
Jose, California 95110.
|
Proxy/Prospectus
|
This
Combined Proxy Statement/Prospectus
|
Reorganizations
|
The
TIF Reorganization and the GTF Reorganization
|
Reorganization
Agreements
|
The
TIF Reorganization Agreement and the GTF Reorganization
Agreement.
|
SAI
|
Statement
of Additional Information
|
SEC
|
United
States Securities and Exchange Commission
|
TIF
|
Firsthand
Technology Innovators Fund, a series of Firsthand Funds
|
TIF
Reorganization
|
The
reorganization of TIF into TVF
|
TIF
Reorganization Agreement
|
The
Agreement and Plan of Reorganization dated February 11, 2008 by and
between Firsthand Funds, on behalf of Firsthand Technology Innovators
Fund, and Firsthand Funds, on behalf of Firsthand Technology Value
Fund.
|
TVF
|
Firsthand
Technology Value Fund, a series of Firsthand Funds
|
Trust
|
Firsthand
Funds
|
|
(a)
|
Except
as provided below, at the Effective Time of the Reorganization (as defined
in Section 8) all assets of every kind, and all interests, rights,
privileges and powers of the Acquired Fund (the “Fund Assets”), subject to
all liabilities of the Acquired Fund existing as of the Effective Time of
the Reorganization (the “Liabilities”), shall be transferred by the
Acquired Fund to the Acquiring Fund and shall be accepted and assumed by
the Acquiring Fund, as more particularly set forth in this Agreement, such
that at and after the Effective Time of the Reorganization: (i)
all Fund Assets of the Acquired Fund shall become the assets of the
Acquiring Fund; and (ii) all Liabilities of the Acquired Fund shall attach
to the Acquiring Fund, enforceable against the Acquiring Fund to the same
extent as if originally incurred by the Acquiring
Fund.
|
|
(b)
|
It
is understood and agreed that the Fund Assets shall include all property
and assets of any nature whatsoever, including, without limitation, all
cash, cash equivalents, securities, claims (whether absolute or
contingent, known or unknown, accrued or unaccrued) and receivables
(including dividend and interest receivables) owned or exercisable by the
Acquired Fund, and any deferred or prepaid expenses shown as an asset on
the Acquired Fund’s books and that the Liabilities of the Acquired Fund
shall include all liabilities, whether known or unknown, accrued or
unaccrued, absolute or contingent, in all cases, existing at the Effective
Time of the Reorganization.
|
|
(c)
|
It
is understood and agreed that the Acquired Fund may sell any of the
securities or other assets it holds prior to the Effective Time of the
Reorganization but will not, without the prior approval of the Acquiring
Fund, acquire any additional securities other than securities that the
Acquiring Fund is permitted to purchase in accordance with its stated
investment objective and policies. At least ten (10) business
days prior to the Closing Date (as defined in Section 8), the Acquiring
Fund will advise the Acquired Fund of any investments held by the Acquired
Fund that the Acquiring Fund would not be permitted to hold, pursuant to
its stated investment objective and policies or otherwise. The
Acquired Fund, if requested by the Acquiring Fund, will dispose of any
such securities prior to the Closing Date to the extent practicable and
consistent with applicable legal requirements. In addition, if
it is determined that the investment portfolios of the Acquired Fund and
the Acquiring Fund, when aggregated, would contain investments exceeding
certain percentage limitations applicable to the Acquiring Fund, then the
Acquired Fund, if requested by the Acquiring Fund, will dispose of a
sufficient amount of such investments as may be necessary to avoid
violating such limitations as of the Effective Time of the
Reorganization. The Acquired Fund will endeavor to discharge
all of its known liabilities and obligations prior to the Closing
Date.
|
|
(1)
|
In
exchange for the transfer of the Fund Assets, the Acquiring Fund shall
simultaneously issue to the Acquired Fund at the Effective Time of the
Reorganization full and fractional shares of the Acquiring Fund having an
aggregate net asset value equal to the net value of the Fund Assets minus
Liabilities so conveyed and assumed, all determined in accordance with
this Agreement. In this regard, the number of full and
fractional shares of the Acquiring Fund delivered to the Acquired Fund
shall be determined by dividing the value of the Fund Assets minus
Liabilities, computed in the manner and as of the time and date set forth
in this Agreement, by the net asset value of one Acquiring Fund share of
computed in the manner and as of the time and date set forth in this
Agreement.
|
|
(2)
|
The
net asset value of shares to be delivered by the Acquiring Fund, and the
net value of the Fund Assets minus Liabilities to be conveyed by the
Acquired Fund and assumed by the Acquiring Fund, shall, in each case, be
determined as of the Valuation Time as defined in Section
3. The net asset value of shares of the Acquiring Fund shall be
computed in accordance with its then current valuation
procedures. In determining the value of the Fund Assets, each
security to be included in the Fund Assets shall be priced in accordance
with the Acquiring Fund’s then current valuation
procedures.
|
|
2.
|
Liquidation of the
Acquired Fund. At the Effective Time of the
Reorganization, the Acquired Fund shall make a liquidating distribution to
its shareholders as follows: Shareholders of record of the
Acquired Fund shall be credited with full and fractional shares of the
shares that are issued by the Acquiring Fund in connection with the TIF
Reorganization corresponding to the Acquired Fund shares that are held of
record by the shareholder at the Effective Time of the
Reorganization. Each such shareholder also shall have the right
to receive any unpaid dividends or other distributions which were declared
before the Effective Time of the Reorganization with respect to the
Acquired Fund shares that are held of record by the shareholder at the
Effective Time of the Reorganization, and the Trust shall record on its
books the ownership of the Acquiring Fund shares by such shareholders (the
“Transferor Record Holders”). All of the issued and outstanding
shares of the Acquired Fund at the Effective Time of the Reorganization
shall be redeemed and canceled on the books of the Trust at such
time. As soon as reasonably possible after the Effective Time
of the Reorganization, the Trust shall wind up the affairs of the Acquired
Fund and shall file any final regulatory reports, including but not
limited to any Form N-SAR and Rule 24f-2 filings, with respect to the
Acquired Fund, and also shall take all other steps as are necessary and
proper to effect the termination or declassification of the Acquired Fund
in accordance with all applicable laws. Subject to the
provisions of this Agreement at an appropriate time as determined by the
officers of the Trust, upon the advice of counsel, the Acquired Fund will
be dissolved and unwound under the laws of the State of
Delaware.
|
|
3.
|
Valuation
Time. The “Valuation Time” shall be the time as of which
the net asset value of shares of the Acquired Fund and the Acquiring Fund
are determined pursuant to their respective valuation procedures on the
Closing Date or such earlier or later time as may be mutually agreed to in
writing by the parties hereto.
|
|
4.
|
Certain
Representations, Warranties and Agreements of the Trust on behalf of the
Acquired Fund. The Trust, on behalf of itself and, where
appropriate, on behalf of the Acquired Fund, represents and warrants as
follows:
|
|
(a)
|
The
Acquired Fund is duly organized as a series of the Trust, which is a
business trust duly formed, validly existing and in good standing under
the laws of the State of Delaware. The Trust is registered with
the SEC as an open-end management investment company under the 1940 Act,
and such registration is in full force and
effect.
|
|
(b)
|
The
Trust has the power to own all of the Acquired Fund’s properties and
assets and to consummate the transactions contemplated herein, on behalf
of the Acquired Fund and has or will have at the Effective Time of the
Reorganization all necessary federal, state and local authorizations to
carry on its business as now being conducted and to consummate the
transactions contemplated by this
Agreement.
|
|
(c)
|
This
Agreement has been duly authorized by the Board of Trustees of the Trust
on behalf of the Acquired Fund, and has been executed and delivered by
duly authorized officers of the Trust, and represents a valid and binding
contract, enforceable in accordance with its terms, subject as to
enforcement to bankruptcy, insolvency, reorganization, arrangement,
moratorium, and other similar laws of general applicability relating to or
affecting creditors’ rights and to general equity
principles. The execution and delivery of this Agreement does
not, and, subject to the approval of shareholders referred to in Section
7, the consummation of the transactions contemplated by this Agreement
will not, violate the Amended and Restated Declaration of Trust or the
By-Laws of the Trust, or any material agreement or arrangement to which
the Trust is a party or by which it is
bound.
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(d)
|
The
Acquired Fund has elected to qualify and has qualified as a regulated
investment company under Part I of Subchapter M of Subtitle A, Chapter 1,
of the Code, as of and since its formulation; and it qualifies and shall
continue to qualify as a regulated investment company for its taxable year
ending upon its liquidation.
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(e)
|
The
Trust has valued, and will continue to value, the portfolio securities and
other assets of the Acquired Fund in accordance with applicable legal
requirements.
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(f)
|
The
combined proxy statement/prospectus and form of proxy included within the
Trust’s registration statement on Form N-14 (the “N-14 Registration
Statement”) from its effective date with the SEC through the time of the
shareholder meeting referred to in Section 7 and the Effective Time of the
Reorganization, insofar as they relate to the Trust or the Acquired Fund
(i) shall comply in all material respects with the provisions of the
Securities Act of 1933, as amended (the “1933 Act”), the Securities
Exchange Act of 1934, as amended (the “1934 Act”) and the 1940 Act, the
rules and regulations thereunder, and applicable state securities laws,
and (ii) shall not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to
make the statements made therein not
misleading.
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(g)
|
All
of the issued and outstanding shares of the Acquired Fund have been
validly issued and are fully paid and non-assessable, and were offered for
sale and sold in conformity with the registration requirements of all
applicable federal and state securities
laws.
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(h)
|
The
Trust shall operate the business of the Acquired Fund in the ordinary
course between the date hereof and the Effective Time of the
Reorganization, except that the Trust shall complete all measures in
respect of the Acquired Fund prior to the Effective Time of the
Reorganization to ensure that the TIF Reorganization qualifies as a
“reorganization” within the meaning of Section 368(a) of the Code,
regardless of whether such measures are in the ordinary
course. It is understood that such ordinary course of business
will include the declaration and payment of customary dividends and
distributions and any other dividends and distributions deemed advisable
in anticipation of the TIF Reorganization. Notwithstanding
anything herein to the contrary, the Trust shall take all appropriate
action necessary in order for the Trust to receive the opinion(s) provided
for in Sections 9(f) and 10(d).
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(i)
|
At
the Effective Time of the Reorganization, the Acquired Fund will have good
and marketable title to the Fund Assets and full right, power and
authority to assign, deliver and otherwise transfer such
assets.
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(j)
|
At
the Effective Time of the Reorganization, all federal and other tax
returns and reports of the Acquired Fund required by law to have been
filed by such time shall have been filed, and all federal and other taxes
shall have been paid so far as due, or provision shall have been made for
the payment thereof and, to the best knowledge of management of the Trust,
no such return or report shall be currently under audit and no assessment
shall have been asserted with respect to such returns or
reports.
|
(k)
|
Except
as otherwise disclosed in writing to and accepted by the Trust, on behalf
of the Acquiring Fund, no litigation or administrative proceeding or
investigation of or before any court or governmental body is presently
pending or, to its knowledge, threatened against the Acquired Fund or any
of its properties or assets that, if adversely determined, would
materially and adversely affect its financial condition or the conduct of
its business. The Trust, on behalf of the Acquired Fund, knows
of no facts which might form the basis for the institution of such
proceedings and is not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental body which
materially and adversely affects its business or its ability to consummate
the transactions herein contemplated;
and
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(l)
|
Since
December 31, 2007, there has not been any material adverse change in the
Acquired Fund’s financial condition, assets, liabilities or business,
other than changes occurring in the ordinary course of business, or any
incurrence by the Acquired Fund of indebtedness maturing more than one
year from the date such indebtedness was incurred, except as otherwise
disclosed to and accepted by the Acquiring Fund. For the
purposes of this subparagraph (l), a decline in net asset value per share
of Acquired Fund shares due to declines in market values of securities
held by the Acquired Fund, the discharge of Acquired Fund liabilities, or
the redemption of Acquired Fund shares by shareholders of the Acquired
Fund shall not constitute a material adverse
change.
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5.
|
Certain
Representations, Warranties and Agreements of the Trust on Behalf of the
Acquiring Fund. The Trust, on behalf of itself and where
appropriate, on behalf of the Acquiring Fund, represents and warrants as
follows:
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(a)
|
The
Acquiring Fund is duly organized as a series of the Trust which is a
business trust duly formed, validly existing and in good standing under
the laws of the State of Delaware and is registered with the SEC as an
open-end management investment company under the 1940 Act and such
registration is in full force and
effect.
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(b)
|
The
Trust has the power to own all of its properties and assets and to
consummate the transactions contemplated herein, and has or will have at
the Effective Time of the Reorganization all necessary federal, state and
local authorizations to carry on its business as now being conducted and
to consummate the transactions contemplated by this
Agreement.
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(c)
|
This
Agreement has been duly authorized by the Board of Trustees of the Trust
on behalf of the Acquiring Fund, and executed and delivered by duly
authorized officers of the Trust, and represents a valid and binding
contract, enforceable in accordance with its terms, subject as to
enforcement to bankruptcy, insolvency, reorganization, arrangement,
moratorium and other similar laws of general applicability relating to or
affecting creditors’ rights and to general equity
principles. The execution and delivery of this Agreement does
not, and the consummation of the transactions contemplated by this
Agreement will not, violate the Amended and Restated Declaration of Trust
of the Trust or any material agreement or arrangement to which it is a
party or by which it is bound.
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(d)
|
The
Acquiring Fund has elected to qualify and has qualified as a regulated
investment company under Part I of Subchapter M of Subtitle A, Chapter 1,
of the Code, as of and since its formation; and it qualifies and shall
continue to qualify as a regulated investment company for its current
taxable year.
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(e)
|
The
Trust has valued, and will continue to value, the portfolio securities and
other assets of the Acquiring Fund in accordance with applicable legal
requirements.
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|
(f)
|
The
N-14 Registration Statement from its effective date with the SEC through
the time of the shareholder meeting referred to in Section 7 and at the
Effective Time of the Reorganization, insofar as it relates to the Trust
or the Acquiring Fund (i) shall comply in all material respects with
the provisions of the 1933 Act, the 1934 Act and the 1940 Act, the rules
and regulations thereunder, and state securities laws, and (ii) shall not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements made therein not
misleading.
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(g)
|
The
shares of the Acquiring Fund to be issued and delivered to the Acquired
Fund for the account of the shareholders of the Acquired Fund, pursuant to
the terms hereof, shall have been duly authorized as of the Effective Time
of the Reorganization and, when so issued and delivered, shall be duly and
validly issued, fully paid and non-assessable, and no shareholder of the
Acquiring Fund shall have any preemptive right of subscription or purchase
in respect thereto.
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(h)
|
All
of the issued and outstanding shares of the Acquiring Fund have been
validly issued and are fully paid and non-assessable, and were offered for
sale and sold in conformity with the registration requirements of all
applicable federal and state securities
laws.
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(i)
|
The
Trust shall operate the business of the Acquiring Fund in the ordinary
course between the date hereof and the Effective Time of the
Reorganization, it being understood that such ordinary course of business
will include the declaration and payment of customary dividends and
distributions and any other dividends and distributions deemed advisable
in anticipation of the TIF Reorganization. Notwithstanding
anything herein to the contrary, the Trust shall take all appropriate
action necessary in order for the Trust to receive the opinion(s) provided
for in Sections 9(f) and 10(d).
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(j)
|
At
the Effective Time of the Reorganization, all federal and other tax
returns and reports of the Acquiring Fund required by law to have been
filed by such time shall have been filed, and all federal and other taxes
shall have been paid so far as due, or provision shall have been made for
the payment thereof and, to the best knowledge of management of the Trust,
no such return or report shall be currently under audit and no assessment
shall have been asserted with respect to such returns or
reports.
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(k)
|
Except
as otherwise disclosed in writing to and accepted by the Trust on behalf
of the Acquired Fund, no litigation or administrative proceeding or
investigation of or before any court or governmental body is presently
pending or to the Acquiring Fund’s knowledge, threatened against the
Trust, on behalf of the Acquiring Fund, or any of the Acquiring Fund’s
properties or assets that, if adversely determined, would materially and
adversely affect the Acquiring Fund’s financial condition or the conduct
of its business. The Trust, on behalf of the Acquiring Fund,
knows of no facts which might form the basis for the institution of such
proceedings and is not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental body which
materially and adversely affects the Acquiring Fund’s business or its
ability to consummate the transactions herein
contemplated.
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(l)
|
Since
December 31, 2007, there has not been any material adverse change in the
Acquiring Fund’s financial condition, assets, liabilities or business,
other than changes occurring in the ordinary course of business, or any
incurrence by the Acquiring Fund of indebtedness maturing more than one
year from the date such indebtedness was incurred, except as otherwise
disclosed to an accepted by the Acquired Fund. For purposes of
this subparagraph (l), a decline in net asset value per share of the
Acquiring Fund shares due to declines in market values of securities held
by the Acquiring Fund, the discharge of Acquiring Fund liabilities, or the
redemption of Acquiring Fund shares by shareholders of the Acquiring Fund,
shall not constitute a material adverse
change.
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|
7.
|
Shareholder
Action. After the effective date of the N-14
Registration Statement, the Trust shall hold a meeting of the shareholders
of the Acquired Fund for the purpose of considering and voting
upon:
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8.
|
Closing Date,
Effective Time of the Reorganization. The “Closing Date”
shall be May __, 2008, or such earlier or later dates as the parties shall
agree. Delivery of the Fund Assets and the shares of the
Acquiring Fund to be issued pursuant to Section 1 and the liquidation of
the Acquired Fund pursuant to Section 2 shall occur on the day following
the Closing Date, whether or not such day is a business day, or on such
other date, and at such place and time, as may be mutually agreed, by the
parties hereto. The date and time at which such actions are
taken are referred to herein as the “Effective Time of the
Reorganization.” To the extent any Fund Assets are, for any
reason, not transferred at the Effective Time of the Reorganization, the
Trust shall cause such Fund Assets to be transferred in accordance with
this Agreement at the earliest practicable date
thereafter.
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9.
|
Conditions to the
Trust’s Obligations on Behalf of the Acquiring Fund. The
obligations of the Trust, on behalf of the Acquiring Fund, hereunder shall
be subject to the following conditions
precedent:
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|
(a)
|
This
Agreement and the TIF Reorganization shall have been approved by the Board
of Trustees of the Trust and by a requisite vote of the shareholders of
the Acquired Fund in the manner required by the Trust’s Amended and
Restated Declaration of Trust, By-Laws, applicable law and this
Agreement.
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(b)
|
All
representations and warranties of the Trust made in this Agreement shall
be true and correct in all material respects as if made at and as of the
Valuation Time and the Effective Time of the
Reorganization.
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(c)
|
The
Trust shall have delivered to the Trust a statement of assets and
liabilities of the Acquired Fund, showing the tax basis of such assets for
federal income tax purposes by lot and the holding periods of such assets,
as of the Valuation Time.
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(d)
|
The
Trust shall have duly executed and delivered to the Trust such bills of
sale, assignments, certificates and other instruments of transfer
(“Transfer Documents”) as the Trust may deem necessary or desirable to
transfer all of the Acquired Fund’s rights, title and interest in and to
the Fund Assets.
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(e)
|
The
Trust shall have delivered a certificate executed in its name by an
appropriate officer, dated as of the Closing Date, to the effect that the
representations and warranties of the Trust on behalf of the Acquired Fund
made in this Agreement are true and correct at and as of the Valuation
Time and that, to the best of its knowledge, the Fund Assets include only
assets which the Acquiring Fund may properly acquire under its investment
objective, policies and limitations and may otherwise be lawfully acquired
by the Acquiring Fund.
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(f)
|
The
Trust shall have received an opinion of Paul, Hastings, Janofsky &
Walker LLP, upon which the Acquiring Fund and its shareholders may rely,
in form and substance reasonably satisfactory to the Trust based upon
representations made in certificates provided by the Trust, and/or its
affiliates and/or principal shareholders of the Acquiring Fund and/or the
Acquired Fund to Paul, Hastings, Janofsky & Walker LLP and dated as of
the Closing Date, substantially to the effect that the TIF Reorganization
will qualify as a “reorganization” within the meaning of Section 368(a) of
the Code, and the Acquiring Fund and the Acquired Fund will each be a
“party to a reorganization”, within the meaning of Section 368(b) of the
Code, with respect to the TIF
Reorganization.
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(g)
|
The
N-14 Registration Statement shall have become effective and no stop order
suspending the effectiveness shall have been instituted, or to the
knowledge of the Trust, contemplated by the
SEC.
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|
(h)
|
No
action, suit or other proceeding shall be threatened or pending before any
court or governmental agency in which it is sought to restrain or
prohibit, or obtain damages or other relief in connection with, this
Agreement or the transactions contemplated
herein.
|
|
(i)
|
The
SEC shall not have issued any unfavorable advisory report under Section
25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
consummation of the transactions contemplated by this Agreement under
Section 25(c) of the 1940 Act.
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|
(j)
|
The
Trust on behalf of the Acquired Fund shall have performed and complied in
all material respects with each of its agreements and covenants required
by this Agreement to be performed or complied with by it prior to or at
the Valuation Time and the Effective Time of the
Reorganization.
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|
(k)
|
The
Trust shall have received a duly executed instrument whereby the Acquiring
Fund assumes all of the liabilities of the Acquired
Fund.
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(l)
|
Except
to the extent prohibited by Rule 19b-1 under the 1940 Act, prior to the
Valuation Time, the Acquired Fund shall have declared a dividend or
dividends, with a record date and ex-dividend date prior to the Valuation
Time, which, together with all previous dividends, shall have the effect
of distributing to its shareholders all of its previously undistributed
(i) “investment company taxable income” within the meaning of Section
852(b) of the Code (determined without regarding Section 852(b)(2)(D) of
the Code), (ii) excess of (A) the amount specified in Section
852(a)(1)(B)(i) of the Code over (B) the amount specified in Section
852(a)(1)(B)(ii) of the Code, and (iii) “net capital gain” (within the
meaning of Section 1222(11) of the Code), if any, realized in taxable
periods or years ending on or before Effective
Time.
|
|
10.
|
Conditions to the
Trust’s Obligations on Behalf of the Acquired Fund. The
obligations of the Trust, on behalf of the Acquired Fund, hereunder shall
be subject to the following conditions
precedent:
|
|
(a)
|
This
Agreement and the TIF Reorganization shall have been approved by the Board
of Trustees of the Trust on behalf of the Acquiring
Fund.
|
|
(b)
|
All
representations and warranties of the Trust made in this Agreement shall
be true and correct in all material respects as if made at and as of the
Valuation Time and the Effective Time of the
Reorganization.
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|
(c)
|
The
Trust shall have delivered a certificate executed in its name by an
appropriate officer, dated as of the Closing Date, to the effect that the
representations and warranties of the Acquiring Fund made in this
Agreement are true and correct at and as of the Valuation
Time.
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|
(d)
|
The
Trust shall have received an opinion of Paul, Hastings, Janofsky &
Walker LLP, upon which the Acquired Fund and its shareholders may rely, in
form and substance reasonably satisfactory to the Trust, based upon
representations made in certificates provided by the Trust, and/or its
affiliates and/or principal shareholders of the Acquiring Fund and/or the
Acquired Fund to Paul, Hastings, Janofsky & Walker LLP, and dated as
of the Closing Date, substantially to the effect that, for federal income
tax purposes, the TIF Reorganization will qualify as a “reorganization”
within the meaning of Section 368(a) of the Code, and the Acquiring Fund
and the Acquired Fund will each be a “party to a reorganization,” within
the meaning of Section 368(b) of the Code, with respect to the TIF
Reorganization.
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|
(e)
|
The
N-14 Registration Statement shall have become effective and no stop order
suspending such effectiveness shall have been instituted or, to the
knowledge of the Trust, contemplated by the
SEC.
|
|
(f)
|
No
action, suit or other proceeding shall be threatened or pending before any
court or governmental agency in which it is sought to restrain or prohibit
or obtain damages or other relief in connection with this Agreement or the
transactions contemplated herein.
|
|
(g)
|
The
SEC shall not have issued any unfavorable advisory report under Section
25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
consummation of the transactions contemplated by this Agreement under
Section 25(c) of the 1940 Act.
|
|
(h)
|
The
Trust on behalf of the Acquiring Fund shall have performed and complied in
all material respects with each of its agreements and covenants required
by this Agreement to be performed or complied with by it prior to or at
the Valuation Time and the Effective Time of the
Reorganization.
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|
(a)
|
The
Trust hereby represents and warrants on behalf of the Acquiring Fund and
the Acquired Fund that each shall use its best efforts to cause the TIF
Reorganization to qualify, and will not (whether before or after
consummation of the TIF Reorganization) take any actions that could
prevent the TIF Reorganization from qualifying, as a “reorganization”
under the provisions of Section 368 of the
Code.
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|
(b)
|
Except
where otherwise required by law, the parties shall not take a position on
any tax returns inconsistent with the treatment of the TIF Reorganization
for tax purposes as a “reorganization,” within the meaning of Section
368(a) of the Code and the Acquiring Fund and the Acquired Fund will
comply with the record keeping and information filing requirements of
Section 1.368-3 of the Treasury Regulation in accordance
therewith.
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12.
|
Survival of
Representations and Warranties. The representations and
warranties of the Trust on behalf of the Acquiring Fund and the Trust on
behalf of the Acquired Fund set forth in this Agreement shall survive the
delivery of the Fund Assets to the Acquiring Fund and the issuance of the
shares of the Acquiring Fund at the Effective Time of the Reorganization
to the Acquired Fund’s
shareholders.
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|
13.
|
Termination of
Agreement. This Agreement may be terminated by a party
at or, in the case of Subsection 13(c), below, at any time prior to, the
Effective Time of the Reorganization by a vote of a majority of its Board
members as provided below:
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|
(a)
|
By
the Trust on behalf of the Acquiring Fund if the conditions set forth in
Section 9 are not satisfied as specified in said
Section;
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|
(b)
|
By
the Trust on behalf of the Acquired Fund if the conditions set forth in
Section 10 are not satisfied as specified in said Section;
and
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|
(c)
|
By
resolution of the Trust’s Board of Trustees if circumstances should
develop that, in its opinion, make proceeding with the agreement
inadvisable.
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|
14.
|
Governing
Law. This Agreement and the transactions contemplated
hereby shall be governed, construed and enforced in accordance with the
laws of the State of Delaware, except to the extent preempted by federal
law.
|
|
(a)
|
The
Trust represents and warrants that there are no brokers or finders
entitled to receive any payments in connection with the transactions
provided for herein.
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|
(b)
|
Firsthand
Capital Management, Inc. will be responsible for the expenses related to
entering into and carrying out the provisions of this Agreement, whether
or not the transactions contemplated hereby are
consummated.
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|
16.
|
Amendments. This
Agreement may be amended, modified or supplemented in such manner as may
be mutually agreed upon in writing by the authorized officers of the
Trust; provided, however, that following the meeting of the shareholders
of the Acquired Fund, no such amendment may have the effect of changing
the provisions for determining the number of shares of the Acquiring Fund
to be issued to the Transferor Record Holders under this Agreement to the
detriment of such Transferor Record Holders, or otherwise materially and
adversely affecting the Acquired Fund, without the Acquired Fund obtaining
its shareholders’ further approval.
|
FIRSTHAND
FUNDS
On
behalf of Firsthand Technology Innovators Fund
By:
_______________________________
Name: Kevin
Landis
Title: President
|
|
FIRSTHAND
FUNDS
On
behalf of Firsthand Technology Value Fund
By: _______________________________
Name: Kevin
Landis
Title: President
|
|
(a)
|
Except
as provided below, at the Effective Time of the Reorganization (as defined
in Section 8) all assets of every kind, and all interests, rights,
privileges and powers of the Acquired Fund (the “Fund Assets”), subject to
all liabilities of the Acquired Fund existing as of the Effective Time of
the Reorganization (the “Liabilities”), shall be transferred by the
Acquired Fund to the Acquiring Fund and shall be accepted and assumed by
the Acquiring Fund, as more particularly set forth in this Agreement, such
that at and after the Effective Time of the Reorganization: (i)
all Fund Assets of the Acquired Fund shall become the assets of the
Acquiring Fund; and (ii) all Liabilities of the Acquired Fund shall attach
to the Acquiring Fund, enforceable against the Acquiring Fund to the same
extent as if originally incurred by the Acquiring
Fund.
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(b)
|
It
is understood and agreed that the Fund Assets shall include all property
and assets of any nature whatsoever, including, without limitation, all
cash, cash equivalents, securities, claims (whether absolute or
contingent, known or unknown, accrued or unaccrued) and receivables
(including dividend and interest receivables) owned or exercisable by the
Acquired Fund, and any deferred or prepaid expenses shown as an asset on
the Acquired Fund’s books and that the Liabilities of the Acquired Fund
shall include all liabilities, whether known or unknown, accrued or
unaccrued, absolute or contingent, in all cases, existing at the Effective
Time of the Reorganization.
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|
(c)
|
It
is understood and agreed that the Acquired Fund may sell any of the
securities or other assets it holds prior to the Effective Time of the
Reorganization but will not, without the prior approval of the Acquiring
Fund, acquire any additional securities other than securities that the
Acquiring Fund is permitted to purchase in accordance with its stated
investment objective and policies. At least ten (10) business
days prior to the Closing Date (as defined in Section 8), the Acquiring
Fund will advise the Acquired Fund of any investments held by the Acquired
Fund that the Acquiring Fund would not be permitted to hold, pursuant to
its stated investment objective and policies or otherwise. The
Acquired Fund, if requested by the Acquiring Fund, will dispose of any
such securities prior to the Closing Date to the extent practicable and
consistent with applicable legal requirements. In addition, if
it is determined that the investment portfolios of the Acquired Fund and
the Acquiring Fund, when aggregated, would contain investments exceeding
certain percentage limitations applicable to the Acquiring Fund, then the
Acquired Fund, if requested by the Acquiring Fund, will dispose of a
sufficient amount of such investments as may be necessary to avoid
violating such limitations as of the Effective Time of the
Reorganization. The Acquired Fund will endeavor to discharge
all of its known liabilities and obligations prior to the Closing
Date.
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|
(1)
|
In
exchange for the transfer of the Fund Assets, the Acquiring Fund shall
simultaneously issue to the Acquired Fund at the Effective Time of the
Reorganization full and fractional shares of the Acquiring Fund having an
aggregate net asset value equal to the net value of the Fund Assets minus
Liabilities so conveyed and assumed, all determined in accordance with
this Agreement. In this regard, the number of full and
fractional shares of the Acquiring Fund delivered to the Acquired Fund
shall be determined by dividing the value of the Fund Assets minus
Liabilities, computed in the manner and as of the time and date set forth
in this Agreement, by the net asset value of one Acquiring Fund share of
computed in the manner and as of the time and date set forth in this
Agreement.
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|
(2)
|
The
net asset value of shares to be delivered by the Acquiring Fund, and the
net value of the Fund Assets minus Liabilities to be conveyed by the
Acquired Fund and assumed by the Acquiring Fund, shall, in each case, be
determined as of the Valuation Time as defined in Section
3. The net asset value of shares of the Acquiring Fund shall be
computed in accordance with its then current valuation
procedures. In determining the value of the Fund Assets, each
security to be included in the Fund Assets shall be priced in accordance
with the Acquiring Fund’s then current valuation
procedures.
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|
2.
|
Liquidation of the
Acquired Fund. At the Effective Time of the
Reorganization, the Acquired Fund shall make a liquidating distribution to
its shareholders as follows: Shareholders of record of the
Acquired Fund shall be credited with full and fractional shares of the
shares that are issued by the Acquiring Fund in connection with the GTF
Reorganization corresponding to the Acquired Fund shares that are held of
record by the shareholder at the Effective Time of the
Reorganization. Each such shareholder also shall have the right
to receive any unpaid dividends or other distributions which were declared
before the Effective Time of the Reorganization with respect to the
Acquired Fund shares that are held of record by the shareholder at the
Effective Time of the Reorganization, and the Trust shall record on its
books the ownership of the Acquiring Fund shares by such shareholders (the
“Transferor Record Holders”). All of the issued and outstanding
shares of the Acquired Fund at the Effective Time of the Reorganization
shall be redeemed and canceled on the books of the Trust at such
time. As soon as reasonably possible after the Effective Time
of the Reorganization, the Trust shall wind up the affairs of the Acquired
Fund and shall file any final regulatory reports, including but not
limited to any Form N-SAR and Rule 24f-2 filings, with respect to the
Acquired Fund, and also shall take all other steps as are necessary and
proper to effect the termination or declassification of the Acquired Fund
in accordance with all applicable laws. Subject to the
provisions of this Agreement at an appropriate time as determined by the
officers of the Trust, upon the advice of counsel, the Acquired Fund will
be dissolved and unwound under the laws of the State of
Delaware.
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|
3.
|
Valuation
Time. The “Valuation Time” shall be the time as of which
the net asset value of shares of the Acquired Fund and the Acquiring Fund
are determined pursuant to their respective valuation procedures on the
Closing Date or such earlier or later time as may be mutually agreed to in
writing by the parties hereto.
|
|
4.
|
Certain
Representations, Warranties and Agreements of the Trust on behalf of the
Acquired Fund. The Trust, on behalf of itself and, where
appropriate, on behalf of the Acquired Fund, represents and warrants as
follows:
|
|
(a)
|
The
Acquired Fund is duly organized as a series of the Trust, which is a
business trust duly formed, validly existing and in good standing under
the laws of the State of Delaware. The Trust is registered with
the SEC as an open-end management investment company under the 1940 Act,
and such registration is in full force and
effect.
|
|
(b)
|
The
Trust has the power to own all of the Acquired Fund’s properties and
assets and to consummate the transactions contemplated herein, on behalf
of the Acquired Fund and has or will have at the Effective Time of the
Reorganization all necessary federal, state and local authorizations to
carry on its business as now being conducted and to consummate the
transactions contemplated by this
Agreement.
|
|
(c)
|
This
Agreement has been duly authorized by the Board of Trustees of the Trust
on behalf of the Acquired Fund, and has been executed and delivered by
duly authorized officers of the Trust, and represents a valid and binding
contract, enforceable in accordance with its terms, subject as to
enforcement to bankruptcy, insolvency, reorganization, arrangement,
moratorium, and other similar laws of general applicability relating to or
affecting creditors’ rights and to general equity
principles. The execution and delivery of this Agreement does
not, and, subject to the approval of shareholders referred to in Section
7, the consummation of the transactions contemplated by this Agreement
will not, violate the Amended and Restated Declaration of Trust or the
By-Laws of the Trust, or any material agreement or arrangement to which
the Trust is a party or by which it is
bound.
|
|
(d)
|
The
Acquired Fund has elected to qualify and has qualified as a regulated
investment company under Part I of Subchapter M of Subtitle A, Chapter 1,
of the Code, as of and since its formulation; and it qualifies and shall
continue to qualify as a regulated investment company for its taxable year
ending upon its liquidation.
|
|
(e)
|
The
Trust has valued, and will continue to value, the portfolio securities and
other assets of the Acquired Fund in accordance with applicable legal
requirements.
|
|
(f)
|
The
combined proxy statement/prospectus and form of proxy included within the
Trust’s registration statement on Form N-14 (the “N-14 Registration
Statement”) from its effective date with the SEC through the time of the
shareholder meeting referred to in Section 7 and the Effective Time of the
Reorganization, insofar as they relate to the Trust or the Acquired Fund
(i) shall comply in all material respects with the provisions of the
Securities Act of 1933, as amended (the “1933 Act”), the Securities
Exchange Act of 1934, as amended (the “1934 Act”) and the 1940 Act, the
rules and regulations thereunder, and applicable state securities laws,
and (ii) shall not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to
make the statements made therein not
misleading.
|
|
(g)
|
All
of the issued and outstanding shares of the Acquired Fund have been
validly issued and are fully paid and non-assessable, and were offered for
sale and sold in conformity with the registration requirements of all
applicable federal and state securities
laws.
|
|
(h)
|
The
Trust shall operate the business of the Acquired Fund in the ordinary
course between the date hereof and the Effective Time of the
Reorganization, except that the Trust shall complete all measures in
respect of the Acquired Fund prior to the Effective Time of the
Reorganization to ensure that the GTF Reorganization qualifies as a
“reorganization” within the meaning of Section 368(a) of the Code,
regardless of whether such measures are in the ordinary
course. It is understood that such ordinary course of business
will include the declaration and payment of customary dividends and
distributions and any other dividends and distributions deemed advisable
in anticipation of the GTF Reorganization. Notwithstanding
anything herein to the contrary, the Trust shall take all appropriate
action necessary in order for the Trust to receive the opinion(s) provided
for in Sections 9(f) and 10(d).
|
|
(i)
|
At
the Effective Time of the Reorganization, the Acquired Fund will have good
and marketable title to the Fund Assets and full right, power and
authority to assign, deliver and otherwise transfer such
assets.
|
(j)
|
At
the Effective Time of the Reorganization, all federal and other tax
returns and reports of the Acquired Fund required by law to have been
filed by such time shall have been filed, and all federal and other taxes
shall have been paid so far as due, or provision shall have been made for
the payment thereof and, to the best knowledge of management of the Trust,
no such return or report shall be currently under audit and no assessment
shall have been asserted with respect to such returns or
reports.
|
(k)
|
Except
as otherwise disclosed in writing to and accepted by the Trust, on behalf
of the Acquiring Fund, no litigation or administrative proceeding or
investigation of or before any court or governmental body is presently
pending or, to its knowledge, threatened against the Acquired Fund or any
of its properties or assets that, if adversely determined, would
materially and adversely affect its financial condition or the conduct of
its business. The Trust, on behalf of the Acquired Fund, knows
of no facts which might form the basis for the institution of such
proceedings and is not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental body which
materially and adversely affects its business or its ability to consummate
the transactions herein contemplated;
and
|
|
(l)
|
Since
December 31, 2007, there has not been any material adverse change in the
Acquired Fund’s financial condition, assets, liabilities or business,
other than changes occurring in the ordinary course of business, or any
incurrence by the Acquired Fund of indebtedness maturing more than one
year from the date such indebtedness was incurred, except as otherwise
disclosed to and accepted by the Acquiring Fund. For the
purposes of this subparagraph (l), a decline in net asset value per share
of Acquired Fund shares due to declines in market values of securities
held by the Acquired Fund, the discharge of Acquired Fund liabilities, or
the redemption of Acquired Fund shares by shareholders of the Acquired
Fund shall not constitute a material adverse
change.
|
|
5.
|
Certain
Representations, Warranties and Agreements of the Trust on Behalf of the
Acquiring Fund. The Trust, on behalf of itself and where
appropriate, on behalf of the Acquiring Fund, represents and warrants as
follows:
|
|
(a)
|
The
Acquiring Fund is duly organized as a series of the Trust which is a
business trust duly formed, validly existing and in good standing under
the laws of the State of Delaware and is registered with the SEC as an
open-end management investment company under the 1940 Act and such
registration is in full force and
effect.
|
|
(b)
|
The
Trust has the power to own all of its properties and assets and to
consummate the transactions contemplated herein, and has or will have at
the Effective Time of the Reorganization all necessary federal, state and
local authorizations to carry on its business as now being conducted and
to consummate the transactions contemplated by this
Agreement.
|
|
(c)
|
This
Agreement has been duly authorized by the Board of Trustees of the Trust
on behalf of the Acquiring Fund, and executed and delivered by duly
authorized officers of the Trust, and represents a valid and binding
contract, enforceable in accordance with its terms, subject as to
enforcement to bankruptcy, insolvency, reorganization, arrangement,
moratorium and other similar laws of general applicability relating to or
affecting creditors’ rights and to general equity
principles. The execution and delivery of this Agreement does
not, and the consummation of the transactions contemplated by this
Agreement will not, violate the Amended and Restated Declaration of Trust
of the Trust or any material agreement or arrangement to which it is a
party or by which it is bound.
|
|
(d)
|
The
Acquiring Fund has elected to qualify and has qualified as a regulated
investment company under Part I of Subchapter M of Subtitle A, Chapter 1,
of the Code, as of and since its formation; and it qualifies and shall
continue to qualify as a regulated investment company for its current
taxable year.
|
|
(e)
|
The
Trust has valued, and will continue to value, the portfolio securities and
other assets of the Acquiring Fund in accordance with applicable legal
requirements.
|
|
(f)
|
The
N-14 Registration Statement from its effective date with the SEC through
the time of the shareholder meeting referred to in Section 7 and at the
Effective Time of the Reorganization, insofar as it relates to the Trust
or the Acquiring Fund (i) shall comply in all material respects with
the provisions of the 1933 Act, the 1934 Act and the 1940 Act, the rules
and regulations thereunder, and state securities laws, and (ii) shall not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements made therein not
misleading.
|
|
(g)
|
The
shares of the Acquiring Fund to be issued and delivered to the Acquired
Fund for the account of the shareholders of the Acquired Fund, pursuant to
the terms hereof, shall have been duly authorized as of the Effective Time
of the Reorganization and, when so issued and delivered, shall be duly and
validly issued, fully paid and non-assessable, and no shareholder of the
Acquiring Fund shall have any preemptive right of subscription or purchase
in respect thereto.
|
|
(h)
|
All
of the issued and outstanding shares of the Acquiring Fund have been
validly issued and are fully paid and non-assessable, and were offered for
sale and sold in conformity with the registration requirements of all
applicable federal and state securities
laws.
|
(i)
|
The
Trust shall operate the business of the Acquiring Fund in the ordinary
course between the date hereof and the Effective Time of the
Reorganization, it being understood that such ordinary course of business
will include the declaration and payment of customary dividends and
distributions and any other dividends and distributions deemed advisable
in anticipation of the GTF Reorganization. Notwithstanding
anything herein to the contrary, the Trust shall take all appropriate
action necessary in order for the Trust to receive the opinion(s) provided
for in Sections 9(f) and 10(d).
|
|
(j)
|
At
the Effective Time of the Reorganization, all federal and other tax
returns and reports of the Acquiring Fund required by law to have been
filed by such time shall have been filed, and all federal and other taxes
shall have been paid so far as due, or provision shall have been made for
the payment thereof and, to the best knowledge of management of the Trust,
no such return or report shall be currently under audit and no assessment
shall have been asserted with respect to such returns or
reports.
|
|
(k)
|
Except
as otherwise disclosed in writing to and accepted by the Trust on behalf
of the Acquired Fund, no litigation or administrative proceeding or
investigation of or before any court or governmental body is presently
pending or to the Acquiring Fund’s knowledge, threatened against the
Trust, on behalf of the Acquiring Fund, or any of the Acquiring Fund’s
properties or assets that, if adversely determined, would materially and
adversely affect the Acquiring Fund’s financial condition or the conduct
of its business. The Trust, on behalf of the Acquiring Fund,
knows of no facts which might form the basis for the institution of such
proceedings and is not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental body which
materially and adversely affects the Acquiring Fund’s business or its
ability to consummate the transactions herein
contemplated.
|
|
(l)
|
Since
December 31, 2007, there has not been any material adverse change in the
Acquiring Fund’s financial condition, assets, liabilities or business,
other than changes occurring in the ordinary course of business, or any
incurrence by the Acquiring Fund of indebtedness maturing more than one
year from the date such indebtedness was incurred, except as otherwise
disclosed to an accepted by the Acquired Fund. For purposes of
this subparagraph (l), a decline in net asset value per share of the
Acquiring Fund shares due to declines in market values of securities held
by the Acquiring Fund, the discharge of Acquiring Fund liabilities, or the
redemption of Acquiring Fund shares by shareholders of the Acquiring Fund,
shall not constitute a material adverse
change.
|
|
7.
|
Shareholder
Action. After the effective date of the N-14
Registration Statement, the Trust shall hold a meeting of the shareholders
of the Acquired Fund for the purpose of considering and voting
upon:
|
|
8.
|
Closing Date,
Effective Time of the Reorganization. The “Closing Date”
shall be May __, 2008, or such earlier or later dates as the parties shall
agree. Delivery of the Fund Assets and the shares of the
Acquiring Fund to be issued pursuant to Section 1 and the liquidation of
the Acquired Fund pursuant to Section 2 shall occur on the day following
the Closing Date, whether or not such day is a business day, or on such
other date, and at such place and time, as may be mutually agreed, by the
parties hereto. The date and time at which such actions are
taken are referred to herein as the “Effective Time of the
Reorganization.” To the extent any Fund Assets are, for any
reason, not transferred at the Effective Time of the Reorganization, the
Trust shall cause such Fund Assets to be transferred in accordance with
this Agreement at the earliest practicable date
thereafter.
|
|
9.
|
Conditions to the
Trust’s Obligations on Behalf of the Acquiring Fund. The
obligations of the Trust, on behalf of the Acquiring Fund, hereunder shall
be subject to the following conditions
precedent:
|
|
(a)
|
This
Agreement and the GTF Reorganization shall have been approved by the Board
of Trustees of the Trust and by a requisite vote of the shareholders of
the Acquired Fund in the manner required by the Trust’s Amended and
Restated Declaration of Trust, By-Laws, applicable law and this
Agreement.
|
|
(b)
|
All
representations and warranties of the Trust made in this Agreement shall
be true and correct in all material respects as if made at and as of the
Valuation Time and the Effective Time of the
Reorganization.
|
|
(c)
|
The
Trust shall have delivered to the Trust a statement of assets and
liabilities of the Acquired Fund, showing the tax basis of such assets for
federal income tax purposes by lot and the holding periods of such assets,
as of the Valuation Time.
|
|
(d)
|
The
Trust shall have duly executed and delivered to the Trust such bills of
sale, assignments, certificates and other instruments of transfer
(“Transfer Documents”) as the Trust may deem necessary or desirable to
transfer all of the Acquired Fund’s rights, title and interest in and to
the Fund Assets.
|
|
(e)
|
The
Trust shall have delivered a certificate executed in its name by an
appropriate officer, dated as of the Closing Date, to the effect that the
representations and warranties of the Trust on behalf of the Acquired Fund
made in this Agreement are true and correct at and as of the Valuation
Time and that, to the best of its knowledge, the Fund Assets include only
assets which the Acquiring Fund may properly acquire under its investment
objective, policies and limitations and may otherwise be lawfully acquired
by the Acquiring Fund.
|
|
(f)
|
The
Trust shall have received an opinion of Paul, Hastings, Janofsky &
Walker LLP, upon which the Acquiring Fund and its shareholders may rely,
in form and substance reasonably satisfactory to the Trust based upon
representations made in certificates provided by the Trust, and/or its
affiliates and/or principal shareholders of the Acquiring Fund and/or the
Acquired Fund to Paul, Hastings, Janofsky & Walker LLP and dated as of
the Closing Date, substantially to the effect that the GTF Reorganization
will qualify as a “reorganization” within the meaning of Section 368(a) of
the Code, and the Acquiring Fund and the Acquired Fund will each be a
“party to a reorganization”, within the meaning of Section 368(b) of the
Code, with respect to the GTF
Reorganization.
|
|
(g)
|
The
N-14 Registration Statement shall have become effective and no stop order
suspending the effectiveness shall have been instituted, or to the
knowledge of the Trust, contemplated by the
SEC.
|
|
(h)
|
No
action, suit or other proceeding shall be threatened or pending before any
court or governmental agency in which it is sought to restrain or
prohibit, or obtain damages or other relief in connection with, this
Agreement or the transactions contemplated
herein.
|
|
(i)
|
The
SEC shall not have issued any unfavorable advisory report under Section
25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
consummation of the transactions contemplated by this Agreement under
Section 25(c) of the 1940 Act.
|
|
(j)
|
The
Trust on behalf of the Acquired Fund shall have performed and complied in
all material respects with each of its agreements and covenants required
by this Agreement to be performed or complied with by it prior to or at
the Valuation Time and the Effective Time of the
Reorganization.
|
|
(k)
|
The
Trust shall have received a duly executed instrument whereby the Acquiring
Fund assumes all of the liabilities of the Acquired
Fund.
|
|
(l)
|
Except
to the extent prohibited by Rule 19b-1 under the 1940 Act, prior to the
Valuation Time, the Acquired Fund shall have declared a dividend or
dividends, with a record date and ex-dividend date prior to the Valuation
Time, which, together with all previous dividends, shall have the effect
of distributing to its shareholders all of its previously undistributed
(i) “investment company taxable income” within the meaning of Section
852(b) of the Code (determined without regarding Section 852(b)(2)(D) of
the Code), (ii) excess of (A) the amount specified in Section
852(a)(1)(B)(i) of the Code over (B) the amount specified in Section
852(a)(1)(B)(ii) of the Code, and (iii) “net capital gain” (within the
meaning of Section 1222(11) of the Code), if any, realized in taxable
periods or years ending on or before Effective
Time.
|
|
10.
|
Conditions to the
Trust’s Obligations on Behalf of the Acquired Fund. The
obligations of the Trust, on behalf of the Acquired Fund, hereunder shall
be subject to the following conditions
precedent:
|
|
(a)
|
This
Agreement and the GTF Reorganization shall have been approved by the Board
of Trustees of the Trust on behalf of the Acquiring
Fund.
|
|
(b)
|
All
representations and warranties of the Trust made in this Agreement shall
be true and correct in all material respects as if made at and as of the
Valuation Time and the Effective Time of the
Reorganization.
|
|
(c)
|
The
Trust shall have delivered a certificate executed in its name by an
appropriate officer, dated as of the Closing Date, to the effect that the
representations and warranties of the Acquiring Fund made in this
Agreement are true and correct at and as of the Valuation
Time.
|
|
(d)
|
The
Trust shall have received an opinion of Paul, Hastings, Janofsky &
Walker LLP, upon which the Acquired Fund and its shareholders may rely, in
form and substance reasonably satisfactory to the Trust, based upon
representations made in certificates provided by the Trust, and/or its
affiliates and/or principal shareholders of the Acquiring Fund and/or the
Acquired Fund to Paul, Hastings, Janofsky & Walker LLP, and dated as
of the Closing Date, substantially to the effect that, for federal income
tax purposes, the GTF Reorganization will qualify as a “reorganization”
within the meaning of Section 368(a) of the Code, and the Acquiring Fund
and the Acquired Fund will each be a “party to a reorganization,” within
the meaning of Section 368(b) of the Code, with respect to the GTF
Reorganization.
|
|
(e)
|
The
N-14 Registration Statement shall have become effective and no stop order
suspending such effectiveness shall have been instituted or, to the
knowledge of the Trust, contemplated by the
SEC.
|
|
(f)
|
No
action, suit or other proceeding shall be threatened or pending before any
court or governmental agency in which it is sought to restrain or prohibit
or obtain damages or other relief in connection with this Agreement or the
transactions contemplated herein.
|
|
(g)
|
The
SEC shall not have issued any unfavorable advisory report under Section
25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
consummation of the transactions contemplated by this Agreement under
Section 25(c) of the 1940 Act.
|
|
(h)
|
The
Trust on behalf of the Acquiring Fund shall have performed and complied in
all material respects with each of its agreements and covenants required
by this Agreement to be performed or complied with by it prior to or at
the Valuation Time and the Effective Time of the
Reorganization.
|
|
(a)
|
The
Trust hereby represents and warrants on behalf of the Acquiring Fund and
the Acquired Fund that each shall use its best efforts to cause the GTF
Reorganization to qualify, and will not (whether before or after
consummation of the GTF Reorganization) take any actions that could
prevent the GTF Reorganization from qualifying, as a “reorganization”
under the provisions of Section 368 of the
Code.
|
|
(b)
|
Except
where otherwise required by law, the parties shall not take a position on
any tax returns inconsistent with the treatment of the GTF Reorganization
for tax purposes as a “reorganization,” within the meaning of Section
368(a) of the Code and the Acquiring Fund and the Acquired Fund will
comply with the record keeping and information filing requirements of
Section 1.368-3 of the Treasury Regulation in accordance
therewith.
|
|
12.
|
Survival of
Representations and Warranties. The representations and
warranties of the Trust on behalf of the Acquiring Fund and the Trust on
behalf of the Acquired Fund set forth in this Agreement shall survive the
delivery of the Fund Assets to the Acquiring Fund and the issuance of the
shares of the Acquiring Fund at the Effective Time of the Reorganization
to the Acquired Fund’s
shareholders.
|
|
13.
|
Termination of
Agreement. This Agreement may be terminated by a party
at or, in the case of Subsection 13(c), below, at any time prior to, the
Effective Time of the Reorganization by a vote of a majority of its Board
members as provided below:
|
|
(a)
|
By
the Trust on behalf of the Acquiring Fund if the conditions set forth in
Section 9 are not satisfied as specified in said
Section;
|
|
(b)
|
By
the Trust on behalf of the Acquired Fund if the conditions set forth in
Section 10 are not satisfied as specified in said Section;
and
|
|
(c)
|
By
resolution of the Trust’s Board of Trustees if circumstances should
develop that, in its opinion, make proceeding with the agreement
inadvisable.
|
|
14.
|
Governing
Law. This Agreement and the transactions contemplated
hereby shall be governed, construed and enforced in accordance with the
laws of the State of Delaware, except to the extent preempted by federal
law.
|
|
(a)
|
The
Trust represents and warrants that there are no brokers or finders
entitled to receive any payments in connection with the transactions
provided for herein.
|
|
(b)
|
Firsthand
Capital Management, Inc. will be responsible for the expenses related to
entering into and carrying out the provisions of this Agreement, whether
or not the transactions contemplated hereby are
consummated.
|
|
16.
|
Amendments. This
Agreement may be amended, modified or supplemented in such manner as may
be mutually agreed upon in writing by the authorized officers of the
Trust; provided, however, that following the meeting of the shareholders
of the Acquired Fund, no such amendment may have the effect of changing
the provisions for determining the number of shares of the Acquiring Fund
to be issued to the Transferor Record Holders under this Agreement to the
detriment of such Transferor Record Holders, or otherwise materially and
adversely affecting the Acquired Fund, without the Acquired Fund obtaining
its shareholders’ further approval.
|
FIRSTHAND
FUNDS
On
behalf of Firsthand Global Technology Fund
By: _______________________________
Name: Kevin
Landis
Title: President
|
|
FIRSTHAND
FUNDS
On
behalf of Firsthand Technology Value Fund
By: _______________________________
Name: Kevin
Landis
Title: President
|
The
Funds
|
|
Investment
Objective, Principal Investment Strategies, Principal Investment Risks,
and Fund Performance
|
|
Firsthand
Technology Value Fund
|
3
|
Fund
Fees and Expenses
|
24
|
Additional
Investment Strategies and Associated Risks
|
25
|
Fund
Management
|
27
|
Portfolio
Holdings
|
29
|
Operation
of the Fund
|
30
|
Your
Account
|
|
Doing
Business With Firsthand
|
31
|
How
to Purchase Shares
|
32
|
Exchanging
and Selling Shares
|
34
|
Shareholder
Services
|
37
|
Account
Policies
|
38
|
Distributions
and Taxes
|
40
|
Pricing
of Fund Shares
|
41
|
Financial
Highlights
|
|
Firsthand
Technology Value Fund
|
44
|
1
Year
|
5
Years
|
10
Years
|
|
Firsthand
Technology Value Fund
|
|||
Return
before taxes
|
8.97%
|
-2.64%
|
5.37%
|
Return
after taxes on distributions
|
8.97%
|
-2.64%
|
4.67%
|
Return
after taxes on distributions
|
|||
and
sale of Fund shares
|
5.83%
|
-2.22%
|
4.47%
|
Standard
& Poor’s 500 Index (1)
|
15.79%
|
6.19%
|
8.42%
|
NASDAQ
Composite Index (2)
|
10.39%
|
4.99%
|
6.95%
|
(1)
|
The
Standard & Poor’s 500 Index is a widely recognized, unmanaged index of
common stock prices. The index reflects no deduction for fees, expenses,
or taxes.
|
(2)
|
The
NASDAQ Composite Index is an unmanaged index representative of a broad
basket of stocks. The index reflects no deduction for fees, expenses, or
taxes.
|
Sales
Charge
|
|||||
Sales
Charge
|
Imposed
|
||||
Imposed
|
on
|
Deferred
|
|||
on
|
Reinvested
|
Sales
|
Exchange
|
Redemption
|
|
Fund
|
Purchases
|
Distributions
|
Charge
|
Fee
|
Fee
|
Firsthand
Technology Value Fund
|
None
|
None
|
None
|
None
|
None
|
Fund
|
Management
Fee
|
Distribution
(12b-1
Fee)
|
Other
Expenses
|
Total
Annual
Fund
Operating
Expenses*
|
Firsthand
Technology Value Fund
|
1.50%
|
None
|
0.42%
|
1.92%
|
Fund
|
1
Year
|
3
Years
|
5
Years
|
10
Years
|
Firsthand
Technology Value Fund
|
$
195
|
$
602
|
$
1,035
|
$
2,235
|
Account
Minimums*
|
||
Initial
|
Additional
|
|
Type
of Account
|
Investment
|
Investment
|
Regular
Accounts
|
$
10,000
|
$
50
|
IRAs
(except CESAs)
|
$
3,000
|
$
50
|
CESAs
|
$
500
|
$
50
|
By
Mail
|
|
To
Open Your Account
|
Mail
your check, along with your properly complete account application to
Shareholder Services. Make your check payable to Firsthand Funds. No
third-party checks, starter checks, foreign checks, traveler’s checks,
money orders, or currency will be accepted.
|
Mail
your check, along with an investment slip from your account statement, to
Shareholder Services. If you do not have an investment slip,
include a note with your name, the Fund name, and your account
number.
|
|
To
Add to Your Account
|
Make
your check payable to Firsthand Funds. Include your account number on your
check. No third-party checks, starter checks, foreign checks, traveler’s
checks, money orders, or currency will be accepted.
|
By
Telephone
|
|
To
Open Your Account
|
You
may not open an account by phone.
|
To
Add to Your Account
|
Call
1.888.884.2675, option 1, to buy additional shares. You may buy shares in
amounts of at least $50 or as much as $50,000.
|
Telephone
transactions are made by Automated Clearing House electronic funds
transfer from a pre-designated bank account. Before requesting a telephone
purchase, please make sure that we have your bank account information on
file. If we do not have this information, please call Shareholder Services
to request an application or visit our website.
|
|
Online
|
|
To
Open Your Account
|
At
www.firsthandfunds.com, you may download an account application. For
security reasons, the application must be printed, signed, and mailed to
Firsthand Funds; it may not be submitted
electronically.
|
To
Add to Your Account
|
Go
to www.firsthandfunds.com/online to visit our secure online transaction
area.
|
By
Wire
|
|
To
Open Your Account
|
Before
we can accept your wire, you must mail in a properly completed application
to Shareholder Services. Call 1.888.884.2675, option 1, for wire
instructions. Your wire
must be received by 4:00 P.M. Eastern Time to receive that day’s
NAV. There is an $8 processing fee for wire payments.
Your bank may also impose a charge for processing the
wire.
|
To
Add to Your Account
|
Call
1.888.884.2675, option 1, for wire instructions. Your wire must be received by
4:00 P.M. Eastern Time to receive that day’s NAV. There
is an $8 processing fee for wire payments. Your bank may also impose a
charge for processing the wire.
|
Through
Your Broker
|
To
open or add to an account, contact your broker or financial adviser. For
more information, see “Purchase Through Your Broker” in this
section.
|
To
Sell Shares
|
|
By
Mail
|
Send
written instructions, including your name, account number, and the dollar
amount (or the number of shares) you want to sell, to Firsthand Funds. Be
sure to include all of the necessary signatures, and a signature
guarantee, if required. You must sign your request exactly as your name
appears on Firsthand’s account records.
A
signature guarantee is required if you want to sell more than $50,000
worth of shares.
|
By
Telephone
|
Call
1.888.884.2675, option 1, to redeem shares by telephone.
As
long as your transaction is for $50,000 or less, and you have not changed
the name or address on your account within the last 30 days, you can sell
your shares by phone. You can request to have your payment sent to you by
an Automated Clearing House electronic funds transfer, wire, or mail.
There is an $8 processing fee for wire payments.
You
may not sell shares in an IRA or any other tax-deferred savings account by
telephone. Please see your IRA application, which includes important
disclosure, or call Shareholder Services for more
details.
|
Online
|
Go
to www.firsthandfunds.com/online to visit our secure online transaction
area. Minimum and maximum transaction amounts apply. For more information,
visit our website.
You
may not sell shares in an IRA or any other tax-deferred savings account
online. Please call Shareholder Services for more details.
|
By
Electronic Funds Transfer
|
Call
or write to Shareholder Services, or visit us online to have your proceeds
electronically transferred to a pre-designated bank account.
Before
requesting an Automated Clearing House electronic funds transfer, please
make sure that we have your bank account information on file. If we do not
have this information, please call 1.888.884.2675, option 2, to request
the proper form, or visit our website.
|
By
Wire
|
Please
call 1.888.884.2675, option 1, or submit your request by mail. You may
request to have your proceeds wired directly to your pre-designated bank
account. There is an $8 processing fee for redemptions paid by wire. Your
bank may also impose a charge for processing the wire.
|
Through
Your Broker
|
Contact
your broker or financial adviser.
|
|
-
|
If
you have changed the name(s) or address on your account within 30 days
prior to a redemption request (online redemption requests will not be
accepted in this situation);
|
|
-
|
If
the redemption proceeds are being transferred to another Fund account with
a different registration; or
|
|
-
|
Appear
to follow a market-timing pattern that may adversely affect a Fund (e.g., frequent
purchases and sales of Fund
shares).
|
|
1.
|
Securities
traded on stock exchanges, or quoted by NASDAQ, are valued according to
the NASDAQ official closing price, if applicable, or at their last
reported sale price as of the close of trading on the NYSE. If a security
is not traded that day, the security will be valued at its most recent bid
price.
|
|
2.
|
Securities
traded in the over-the-counter market, but not quoted by NASDAQ, are
valued at the last sale price (or, if the last sale price is not readily
available, at the most recent closing bid price as quoted by brokers that
make markets in the securities) at the close of trading on the
NYSE.
|
|
3.
|
Securities
traded both in the over-the-counter market and on a stock exchange are
valued according to the broadest and most representative
market.
|
|
4.
|
Options
are valued at their closing mid-price on the principal exchange where the
option is traded. Mid-price is the average of the closing bid
price and the closing ask price.
|
|
5.
|
Securities
and other assets that do not have market quotations readily available are
valued at their fair value as determined in good faith using procedures
established by the Board of Trustees. These securities may include thinly
traded securities or those that are restricted as to their
resale.
|
Year
|
Year
|
Year
|
Year
|
Year
|
||||||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||||||||
12/31/06
|
12/31/05
|
12/31/04
|
12/31/03
|
12/31/02
|
||||||||||||||||
Net
asset value at beginning of year
|
$ | 33.12 | $ | 29.48 | $ | 31.57 | $ | 18.09 | $ | 41.25 | ||||||||||
Income
from investment operations:
|
||||||||||||||||||||
Net
investment loss
|
(0.72 | ) | (0.62 | ) | (0.49 | ) | (0.40 | ) | (0.46 | ) | ||||||||||
Net
realized and unrealized gains (losses) on
investments
|
3.69 | 4.26 | (1.60 | ) | 13.88 | (22.72 | ) | |||||||||||||
Total
from investment operations
|
2.97 | 3.64 | (2.09 | ) | 13.48 | (23.18 | ) | |||||||||||||
Paid-in-capital
from redemption fees
|
- | - | - | 0.00 | (A) | 0.02 | ||||||||||||||
Net
asset value at end of year
|
$ | 36.09 | $ | 33.12 | $ | 29.48 | $ | 31.57 | $ | 18.09 | ||||||||||
Total
return
|
8.97 | % | 12.35 | % | (6.62 | %) | 74.52 | % | (56.15 | %) | ||||||||||
Net
assets at end of year (millions)
|
$ | 370.9 | $ | 446.6 | $ | 586.9 | $ | 877.4 | $ | 492.7 | ||||||||||
Ratio
of gross expenses to average net
assets before waiver
|
1.93 | % | 1.92 | % | 1.90 | % | 1.90 | % | 1.89 | % | ||||||||||
Ratio
of net expenses to average net
assets after waiver
|
1.92 | % | 1.92 | % | 1.90 | % | 1.90 | % | 1.89 | % | ||||||||||
Ratio
of net investment loss to average net assets
|
(1.70 | %) | (1.81 | %) | (1.41 | %) | (1.64 | %) | (1.56 | %) | ||||||||||
Portfolio
turnover rate
|
47 | % | 42 | % | 17 | % | 38 | % | 44 | % |
Neither
of TIF or GTF may:
|
TVF
may not:
|
|||
Underwrite
the securities of other issuers, except that GTF may, as indicated in
the
Prospectus,
acquire restricted securities under circumstances where, if such
securities are sold, the Fund might be deemed to be an underwriter for
purposes of the Securities Act of 1933.
|
Underwrite
the securities of other issuers, except that TVF may, as indicated in
the
Prospectus,
acquire restricted securities under circumstances where, if such
securities are sold, the Fund might be deemed to be an underwriter for
purposes of the Securities Act of 1933.
|
|||
Purchase
or sell real estate or interests in real estate, but GTF may purchase
marketable securities of companies holding real estate or interests in
real estate.
|
Purchase
or sell real estate or interests in real estate, but TVF may purchase
marketable securities of companies holding real estate or interests in
real estate.
|
|||
Make
loans to other persons except (i) by the purchase of a portion of an issue
of publicly distributed bonds, debentures or other debt securities or
privately sold bonds, debentures or other debt securities immediately
convertible into equity securities, such purchases of privately sold debt
securities not to exceed 5% of GTF’s total assets; and (ii) the entry into
portfolio lending agreements (i.e., loans of
portfolio securities) provided that the value of securities subject to
such lending agreements may not exceed 30% of the value of GTF’s total
assets.
|
Make
loans to other persons except (i) by the purchase of a portion of an issue
of publicly distributed bonds, debentures or other debt securities or
privately sold bonds, debentures or other debt securities immediately
convertible into equity securities, such purchases of privately sold debt
securities not to exceed 5% of TVF’s total assets; and (ii) the entry into
portfolio lending agreements (i.e., loans of
portfolio securities) provided that the value of securities subject to
such lending agreements may not exceed 30% of the value of TVF’s total
assets.
|
|||
Purchase
securities on margin, but GTF may obtain such short-term credits as may be
necessary for the clearance of purchases and sales of
securities.
|
Purchase
securities on margin, but TVF may obtain such short-term credits as may be
necessary for the clearance of purchases and sales of
securities.
|
|||
Borrow
money from banks except for temporary or emergency (not leveraging)
purposes, including the meeting of redemption requests that might
otherwise require the untimely disposition of securities, in an aggregate
amount not exceeding 25% of the value of GTF’s total assets at the time
any borrowing is made. While GTF’s borrowings are in excess of 5% of its
total assets, it will not purchase portfolio securities.
|
Borrow
money from banks except for temporary or emergency (not leveraging)
purposes, including the meeting of redemption requests that might
otherwise require the untimely disposition of securities, in an aggregate
amount not exceeding 25% of the value of TVF’s total assets at the time
any borrowing is made. While TVF’s borrowings are in excess of 5% of its
total assets, it will not purchase portfolio
securities.
|
|||
Purchase
or sell puts and calls on securities, except that GTF may purchase and
sell puts and calls on stocks and stock indices.
|
Purchase
or sell puts and calls on securities.
|
|||
Make
short sales of securities.
|
Make
short sales of securities.
|
|||
Participate
on a joint or joint-and-several basis in any securities trading
account.
|
Participate
on a joint or joint-and-several basis in any securities trading
account.
|
|||
Purchase
the securities of any other investment company except in compliance with
the 1940 Act.
|
Purchase
the securities of any other investment company except in compliance with
the 1940 Act.
|
Exhibit Number
|
Description
|
(1)(a)
|
Declaration
of Trust – Incorporated by reference to Post-Effective Amendment No. 7 to
the Registrant’s Registration Statement as filed with the Securities and
Exchange Commission (the “SEC”) on May 11, 1999 (“Post-Effective Amendment
No. 7”).
|
(1)(b)
|
Amendment
to Declaration of Trust as adopted on February 14, 1998 – Incorporated by
reference to Post-Effective Amendment No. 7.
|
(1)(c)
|
Amendment
to Declaration of Trust as adopted on August 11, 2001 – Incorporated by
reference to Post-Effective Amendment No. 20 to the Registrant’s
Registration Statement as filed with the SEC on December 3, 2001
(“Post-Effective Amendment No. 20”).
|
(2)(a)
|
Amended
By-Laws as adopted on February 7, 2004 – Incorporated by reference to
Post-Effective Amendment No. 27 to the Registrant’s Registration Statement
as filed with the SEC on April 29, 2004 (“Post-Effective Amendment No.
27”)
|
(3)
|
Not
Applicable.
|
(4)(a)
|
Agreement
and Plan of Reorganization between Firsthand Technology Value Fund and
Firsthand Technology Innovators Fund – Incorporated by reference to
Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement
on Form N-14, as filed with the SEC on April 1, 2008 (“Pre-Effective
Amendment No. 1”).
|
(4)(b)
|
Agreement
and Plan of Reorganization between Firsthand Technology Value Fund and
Firsthand Global Technology Fund –Incorporated by reference to
Pre-Effective Amendment No. 1.
|
(5)
|
Not
Applicable.
|
(6)(a)
|
Master
Investment Advisory Agreement between Registrant and Firsthand Capital
Management, Inc., dated August 10, 2002 with respect to Firsthand
Technology Value Fund, Firsthand Technology Leaders Fund, Firsthand
Technology Innovators Fund, Firsthand e-Commerce Fund and Firsthand Global
Technology Fund – Incorporated by reference to Post-Effective Amendment
No. 26 to the Registrant’s Registration Statement as filed with the SEC on
April 30, 2003 (“Post-Effective Amendment No.
26”).
|
(6)(b)
|
Amendment
to Master Investment Advisory Agreement between Registrant and Firsthand
Capital Management, Inc. dated February 28, 2006 – Incorporated by
reference to Post-Effective Amendment No. 32 to the Registrant’s
Registration Statement as filed with the SEC on April 28, 2006
(“Post-Effective Amendment No. 32”).
|
(6)(c)
|
Second
Amendment to Master Investment Advisory Agreement between Registrant and
Firsthand Capital Management, Inc. dated August 11, 2007 (Corrected) –
Incorporated by reference to Post-Effective Amendment No. 37 to the
Registrant’s Registration Statement as filed with the SEC on November 7,
2007 (“Post-Effective Amendment No. 37”).
|
(7)(a)
|
Amended
and Restated Distribution Agreement between Registrant and ALPS
Distributors, Inc., dated August 11, 2001 – Incorporated by reference to
Post-Effective Amendment No. 22 to the Registrant’s Registration Statement
as filed with the SEC on December 31, 2001 (“Post-Effective Amendment No.
22”).
|
(7)(b)
|
Form
of Distribution Agreement between Registrant and ALPS Distributors, Inc.,
dated September 30, 2005 – Incorporated by reference to Post-Effective
Amendment No. 29 to the Registrant’s Registration Statement as filed with
the SEC on October 7, 2005 (“Post-Effective Amendment No.
29”).
|
(8)
|
Not
Applicable.
|
(9)(a)
|
Custodian
Agreement between Registrant and PFPC Trust Company, dated July 8, 2005 –
Incorporated by reference to Post-Effective Amendment No.
29.
|
(10)
|
Not
Applicable.
|
(11)
|
Opinion
and Consent of Counsel of Paul, Hastings, Janofsky & Walker LLP as to
the legality of securities being registered – Filed
herewith.
|
(12)
|
Opinion
and Consent of Counsel of Paul, Hastings, Janofsky & Walker LLP as to
tax matters and consequences to shareholders – Incorporated by reference
to Pre-Effective Amendment No. 1.
|
(13)(a)
|
Second
Amended and Restated Administration Agreement between Registrant and
Firsthand Capital Management, Inc., dated November 10, 2001 – Incorporated
by reference to Post-Effective Amendment No. 21 to the Registrant’s
Registration Statement as filed with the SEC on December 7, 2001
(“Post-Effective Amendment No. 21”).
|
(13)(b)
|
First
Amendment to Second Amended and Restated Administration Agreement between
Registrant and Firsthand Capital Management, Inc. dated as of August 11,
2007 – Incorporated by reference to Post-Effective Amendment No.
37.
|
(13)(c)
|
Sub-Administration
Agreement between Registrant and BISYS Fund Services Ohio, Inc., dated
June 2, 2005 – Incorporated by reference to Post-Effective Amendment No.
29.
|
(13)(d)
|
Fund
Accounting Agreement between Registrant and BISYS Fund Services
Ohio, Inc., dated June 2, 2005 – Incorporated by reference to
Post-Effective Amendment No. 29.
|
(13)(e)
|
Transfer
Agency Agreement between Registrant, BISYS Fund Services Ohio, Inc. and
BISYS Fund Services, Inc. dated as of April 19, 2006 – Incorporated by
reference to Post-Effective Amendment No. 33 to the Registrant’s
Registration Statement as filed with the SEC on April 30, 2007
(“Post-Effective Amendment No. 33”).
|
(13)(f)
|
Amended
and Restated Omnibus Fee Agreement dated as of April 19, 2006 –
Incorporated by reference to Post-Effective Amendment No.
33.
|
(14)
|
Consent
of Independent Accountants of Tait, Weller & Baker LLP – Incorporated
by reference to Pre-Effective Amendment No. 1.
|
(15)
|
Not
Applicable.
|
(16)
|
Powers
of Attorney – Incorporated by reference to Post-Effective Amendment No.
33.
|
(17)
|
Forms
of Proxy Ballot – Filed
herewith.
|
|
(1)
|
The
undersigned Registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a part of
this registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act,
the reoffering prospectus will contain the information called for by the
applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
|
|
(2)
|
The
undersigned Registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering of
them.
|
Signatures
|
Title
|
Date
|
||
*
|
Trustee
|
|||
Michael
Lynch
|
||||
*
|
Trustee
|
|||
Jerry
Wong
|
||||
/s/ Kevin Landis |
Chairman
of the Board of Trustees
|
|||
Kevin
Landis
|
||||
*
|
Secretary
|
|||
Yakoub
Bellawala
|
||||
/s/ Aaron Masek
|
Treasurer
(Principal Accounting
and
|
|||
Aaron
Masek
|
Financial
Officer)
|
(11)
|
Opinion
and Consent of Counsel of Paul, Hastings, Janofsky & Walker LLP as to
the legality of securities being
registered
|
This ‘N-14AE/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/08 | 24F-2NT, N-CSR, NSAR-B | |||
5/23/08 | ||||
5/21/08 | ||||
4/14/08 | ||||
Filed on: | 4/4/08 | |||
4/3/08 | ||||
4/2/08 | ||||
4/1/08 | 497, N-14AE/A | |||
3/20/08 | 24F-2NT | |||
3/5/08 | N-CSR | |||
2/11/08 | ||||
1/1/08 | ||||
12/31/07 | 24F-2NT, N-CSR, NSAR-B | |||
11/7/07 | 485BPOS | |||
8/11/07 | ||||
6/30/07 | N-CSRS, N-PX, NSAR-A | |||
4/30/07 | 485BPOS | |||
12/31/06 | 24F-2NT, N-CSR, NSAR-B | |||
4/28/06 | 485BPOS | |||
4/19/06 | ||||
2/28/06 | NSAR-B | |||
10/7/05 | 485APOS | |||
9/30/05 | N-Q | |||
7/8/05 | ||||
6/2/05 | ||||
4/29/04 | 485BPOS | |||
2/7/04 | ||||
5/5/03 | ||||
4/30/03 | 485BPOS | |||
8/10/02 | ||||
12/31/01 | 24F-2NT, 485BPOS, N-30D, NSAR-B | |||
12/7/01 | 485APOS | |||
12/3/01 | 485APOS | |||
11/10/01 | ||||
8/11/01 | ||||
3/31/01 | ||||
5/11/99 | 485BPOS | |||
12/31/98 | 24F-2NT, N-30D, NSAR-B | |||
2/14/98 | ||||
12/15/94 | ||||
5/20/94 | ||||
List all Filings |