ADMINISTRATION AGREEMENT
This
Administration Agreement is made this 3rd day
of August, 2009, by and between FIRSTHAND FUNDS, a Delaware statutory trust (the
“Trust”), and SIVEST GROUP, INCORPORATED, a California corporation (the
“Administrator”).
WITNESSETH:
WHEREAS, the Trust is engaged
in business as an open-end management investment company and is to be registered
as such under the Investment Company Act of 1940, as amended (the “Act”);
and
WHEREAS, the Administrator is
engaged in the business of rendering administrative and supervisory services to
investment companies; and
WHEREAS, the Trust desires to
retain the Administrator to render supervisory and corporate administrative
services to the series of the Trust listed on Schedule A attached hereto (each,
a “Fund” and collectively, the “Funds”) in the manner and on the terms
hereinafter set forth;
NOW, THEREFORE, in
consideration of the premises and the terms and provisions hereinafter set
forth, the parties hereto agree as follows:
1. Employment of the
Administrator. The Trust hereby employs the Administrator to
administer the affairs of the Funds subject to the direction of the Board of
Trustees and the officers of the Trust, for the period and on the terms
hereinafter set forth. The Administrator hereby accepts such
employment and agrees during such period to render the services and to assume
the obligations herein set forth for the compensation herein
provided. The Administrator shall for all purposes herein be deemed
to be an independent contractor and, except as expressly provided or authorized
(whether herein or otherwise), shall have no authority to act for or represent
the Funds in any way or otherwise be deemed an agent of the
Funds. Absent written notification to the contrary by the Trust or
the Administrator, each new investment portfolio established in the future by
the Trust shall automatically become a “Fund” for all purposes hereunder as if
listed on Schedule A.
2. Obligations of the
Administrator. The Administrator, at its expense, shall supply
the Board of Trustees and officers of the Trust with all statistical information
and reports reasonably required by it and reasonably available to the
Administrator and furnish the Funds with office facilities, including space,
furniture and equipment and all personnel reasonably necessary for the operation
of each Fund. The Administrator shall oversee the maintenance of all
books and records with respect to the Funds’ securities transactions and each
Fund’s book of account in accordance with all applicable federal and state laws
and regulations. In compliance with the requirements of Rule 31a-3
under the Act, the Administrator hereby agrees that any records that it
maintains for a Fund are the property of the Fund and further agrees to
surrender promptly to a Fund its records upon the Fund’s request. The
Administrator further agrees to arrange for the preservation of the records
required to be maintained by Rule 31a-1 under the Act for the periods prescribed
by Rule 31a-2 under the Act.
3. Expenses of the
Funds. The Administrator assumes and shall pay for maintaining
its staff and personnel, and shall at its own expense provide the equipment,
office space and facilities necessary to perform its obligations under this
Agreement. In addition, the Administrator assumes and shall pay all other
expenses of each Fund (excluding independent trustees' compensation, brokerage
and commission expenses, short sale expenses, fees payable under Rule 12b-1
plans, if any, and shareholder servicing plans, if any, litigation costs and any
extraordinary and non-recurring expenses). Such other expenses include, without
limitation: insurance, taxes, expenses for legal and auditing services, costs of
printing proxies, stock certificates and prospectuses, the insurance required by
Section 17(g) of the Act, charges of a custodian for safekeeping of the Fund's
securities, Securities and Exchange Commission fees, expense of registering the
shares of the Fund under Federal and state securities laws, expenses (but not
compensation) of trustees who are not interested persons of the Fund, accounting
and pricing costs (including daily calculation of net asset value) and
interest.
4. Compensation. As
compensation for the services rendered, the facilities furnished and the
expenses assumed by the Administrator, each Fund shall pay to the Administrator
at the end of each calendar month a fee at the annual rate of .45% of the Fund’s
average daily net assets up to $200 million, .40% of such assets from $200
million to $500 million, .35% of such assets from $500 million to $1 billion and
..30% of such assets in excess of $1 billion, as determined and computed in
accordance with the description of the method of determination of net asset
value contained in each Fund’s Prospectus and Statement of Additional
Information. The compensation payable to the Administrator under the
immediately preceding sentence in each year shall be reduced by the amount of
compensation paid by the Trust during such year to the independent trustees for
their services.
5. Activities of the
Administrator. The services of the Administrator to the Funds
hereunder are not to be deemed exclusive and the Administrator shall be free to
render similar services to others. Subject to, and in accordance with
the Declaration of Trust and By-Laws of the Trust and Section 10(a) of the Act,
it is understood that trustees, officers, agents and beneficial holders of the
Trust and the Funds are or may be “interested persons” (as defined in the Act)
of the Administrator or its affiliates, and that directors, officers, agents or
shareholders of the Administrator or its affiliates are or may be “interested
persons” of the Trust or the Funds as beneficial holders or
otherwise.
6. Liabilities of the
Administrator. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties hereunder
on the part of the Administrator, the Administrator shall not be liable to a
Fund or to any beneficial holder of a Fund for any act or omission in the course
of, or in connection with, rendering services hereunder or for any losses that
may be sustained in the purchase, holding or sale of any security.
7. Renewal. The term
of this Agreement shall commence on the date hereof and shall continue with
respect to a Fund in effect until the date ending one year from the date hereof
and is renewable thereafter for successive one year periods if such continuance
is approved at least annually by (i) the Trust’s Board of Trustees, or by a vote
of the holders of a majority of the outstanding voting securities of such Fund,
and (ii) a majority of the trustees who are not parties to the Agreement or
“interested persons” (as defined in the Act) of any such party cast in person at
a meeting called for the purpose of voting on such approval.
8. Termination. This
Agreement may be terminated at any time with respect to a Fund (i) without the
payment of any penalty either by vote of the Board of Trustees of the Trust, or
(ii) by vote of a majority of the outstanding voting securities of such Fund, on
60 days’ written notice to the Administrator and by the Administrator on 60
days’ written notice to the Fund.
9. Amendments. This
Agreement may be amended by the parties only if such amendment is specifically
approved by (i) the Board of Trustees of the Trust, or by a vote of the holders
of a majority of the outstanding voting securities of the affected Fund or
Funds, and (ii) a majority of those trustees of the Trust who are not parties to
this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.
10. Notices. Any and
all notices or other communications required or permitted under this Agreement
shall be in writing and shall be deemed sufficient when mailed by United States
certified mail, return receipt requested, or delivered in person against receipt
to the party to whom it is to be given, at the address of such party set forth
below: If to the Administrator: SiVest Group, Incorporated 000 Xx
Xxxxxx Xxxx, Xxxxx 000 Xxxxx Xxxxx, XX 00000. If to the
Trust: Firsthand Funds, 000 Xx Xxxxxx Xxxx, Xxxxx 000 Xxxxx Xxxxx,
XX 00000 or to such other address as the party shall have
furnished in writing in accordance with the provisions of this
Section.
11. Severability. If
any provision of this Agreement is invalid, illegal or unenforceable, the
balance of this Agreement shall remain in full force and effect and this
Agreement shall be construed in all respects as if such invalid, illegal or
unenforceable provision were omitted.
12. Headings. Any
paragraph headings in this Agreement are for convenience of reference only, and
shall be given no effect in the construction and interpretation of this
Agreement or any provisions thereof.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on
the date first written above.
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SIVEST
GROUP, INCORPORATED
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By: /s/ Xxxxx Xxxxxx
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By:
/s/ Xxxxx
Xxxxxx
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Xxxxx
Xxxxxx, President
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Xxxxx
Xxxxxx, President
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SCHEDULE
A
List of
Funds
Technology
Value Fund
Technology
Leaders Fund
The
e-Commerce Fund
Alternative
Energy Fund
