AMENDED AND RESTATED
SUB-ADMINISTRATION AGREEMENT
Agreement dated as of May 24, 2001 by and among State Street Bank
and Trust Company, a Massachusetts trust company (the "Sub-Administrator"),
Firsthand Capital Management, Inc., a California corporation ("FCM"), and
Firsthand Funds, a Delaware business trust (the "Trust").
WHEREAS, the Trust is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust and FCM desire to continue to retain the
Sub-Administrator to furnish certain administrative services to the Trust, and
the Sub-Administrator is willing to furnish such services, on the terms and
conditions hereinafter set forth; and
WHEREAS, the Trust, the Sub-Administrator and FCM desire to clarify
that the Sub-Administrator provides sub-administration services to the Trust, at
the direction of the Trust and FCM;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF SUB-ADMINISTRATOR
The Trust hereby agrees that FCM may subcontract to the
Sub-Administrator for the performance of all or a portion of its duties under
the Amended and Restated Administration Agreement dated May 12, 2001 by and
between the Trust and FCM. The Trust and FCM hereby appoint the
Sub-Administrator to act as Sub-Administrator with respect to the Trust for
purposes of providing certain administrative services for the period and on the
terms set forth in this Agreement. The Sub-Administrator accepts such
appointment and agrees to render the services for the compensation and on the
terms stated herein.
The Trust currently consists of the portfolio(s) and/or class(es) of
shares (each an "Investment Fund") listed in Schedule A to this Agreement.
Absent written notification to the contrary by the Trust, FCM or the
Sub-Administrator, each new investment portfolio established in the future by
the Trust shall automatically become an Investment Fund for all purposes
hereunder as if listed on Schedule A, except to the extent that such provisions
(including those relating to the compensation and expenses payable by the Trust
and its Investment Funds) may be modified with respect to each additional
Investment Fund in writing by the Trust, FCM and the Sub-Administrator at the
time of the addition of the Investment Fund.
2. DELIVERY OF DOCUMENTS
The Trust has delivered to the Sub-Administrator copies of each of
the following documents and will deliver all future amendments and supplements
thereto, if any:
a. The Trust's Declaration of Trust and by-laws;
b. The Trust's currently effective registration statement under
the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act and
the Trust's Prospectus(es) and Statement(s) of Additional Information relating
to all Investment Funds and all amendments and supplements thereto as in effect
from time to time;
c. Certified copies of the resolutions of the Board of Trustees
of the Trust (the "Board") authorizing (1) the Trust to enter into this
Agreement and (2) certain individuals on behalf of the Trust to give
instructions to the Sub-Administrator pursuant to this Agreement
d. A copy of the investment advisory agreement between the Trust
and its investment adviser; and
e. Such other certificates, documents or opinions which the
Sub-Administrator may, in its reasonable discretion, deem necessary or
appropriate in the proper performance of its duties.
3. REPRESENTATIONS AND WARRANTIES OF THE SUB-ADMINISTRATOR
The Sub-Administrator represents and warrants to the Trust and FCM
that:
a. It is a Massachusetts trust company, duly organized and
existing under the laws of The Commonwealth of Massachusetts;
b. It has the corporate power and authority to carry on its
business in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Sub-Administrator's ability to perform its
duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or obligation of the
Sub-Administrator or any law or regulation applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF THE TRUST
The Trust represents and warrants to the Sub-Administrator that:
a. It is a business trust, duly organized, existing and in good
standing under the laws of the State of Delaware;
b. It has the trust power and authority under applicable laws and
by its charter and by-laws to enter into and perform this Agreement;
c. All requisite proceedings have been taken to authorize it to
enter into and perform this Agreement;
d. It is an investment company properly registered under the 1940
Act;
e. A registration statement under the 1933 Act and the 1940 Act
has been filed and will be effective and remain effective during the term of
this Agreement. The Trust also warrants to the Sub-Administrator that as of the
effective date of this Agreement, all necessary filings under the securities
laws of the states in which the Trust offers or sells its shares have been made;
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f. No legal or administrative proceedings have been instituted or
threatened which would impair the Trust's ability to perform its duties and
obligations under this Agreement;
g. Its entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or obligation of the
Trust or any law or regulation applicable to it; and
h. As of the close of business on the date of this Agreement, the
Trust is authorized to issue an unlimited number of shares of beneficial
interest.
5. REPRESENTATIONS AND WARRANTIES OF FCM
FCM represents and warrants to the Trust and the Sub-Administrator
that:
a. It is a California corporation, duly organized and existing
under the laws of the State of California;
b. It has the corporate power and authority to carry on its
business in the State of California;
c. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement;
d. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or obligation of FCM
or any law or regulation applicable to it.
6. ADMINISTRATION SERVICES
The Sub-Administrator shall provide the following services, in each
case, subject to the control, supervision and direction of the Board of Trustees
of the Trust and FCM and the review and comment by the Trust's auditors and
legal counsel and in accordance with procedures which may be established from
time to time between the Trust and the Sub-Administrator:
a. Oversee the determination and publication of the Trust's net
asset value in accordance with the Trust's policy as adopted from time to time
by the Board;
b. Oversee the maintenance by the Trust's custodian of certain
books and records of the Trust as required under Rule 31a-1(b) of the 1940 Act;
c. Prepare the Trust's federal, state and local income tax
returns for review by the Trust's independent accountants and filing by the
Trust's treasurer;
d. Review calculation, submit for approval by officers of the
Trust and arrange for payment of the Trust's expenses;
e. Prepare for review and approval by officers of the Trust
financial information for the Trust's semi-annual and annual reports, proxy
statements and other communications required or otherwise to be sent to Trust
shareholders, and arrange for the printing and dissemination of such reports and
communications to shareholders;
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f. Prepare for review by an officer of and legal counsel for the
Trust the Trust's periodic financial reports required to be filed with the
Securities and Exchange Commission ("SEC") on Form N-SAR and financial
information required by Form N-1A and such other reports, forms or filings as
may be mutually agreed upon;
g. Prepare reports relating to the business and affairs of the
Trust as may be mutually agreed upon and not otherwise prepared by the Trust's
investment adviser, custodian, legal counsel or independent accountants;
h. Make such reports and recommendations to the Board concerning
the performance of the independent accountants as the Board may reasonably
request;
i. Make such reports and recommendations to the Board concerning
the performance and fees of the Trust's custodian and transfer and dividend
disbursing agent ("Transfer Agent") as the Board may reasonably request or deems
appropriate;
j. Oversee and review calculations of fees paid to the Trust's
investment adviser, custodian and Transfer Agent;
k. Consult with the Trust's officers, independent accountants,
legal counsel, custodian and Transfer Agent in establishing the accounting
policies of the Trust;
l. Respond to, or refer to the Trust's officers or Transfer
Agent, shareholder inquiries relating to the Trust;
m. Provide periodic testing of portfolios to assist the Trust's
investment adviser in complying with Internal Revenue Code mandatory
qualification requirements, the requirements of the 1940 Act and Trust
prospectus limitations as may be mutually agreed upon;
n. Review and provide assistance on shareholder communications;
o. Maintain general corporate calendar;
p. Maintain copies of the Trust's charter and by-laws;
q. Prepare and file annual and semi-annual shareholder reports
with the appropriate regulatory agencies; review text of "President's letters"
to shareholders and "Management's Discussion of Trust Performance" (which shall
also be subject to review by the Trust's legal counsel);
r. Organize, attend and prepare minutes of shareholder and audit
committee meetings;
s. Provide consultation on regulatory matters relating to
portfolio management, Trust operations and any potential changes in the Trust's
investment policies, operations or structure; act as liaison to legal counsel to
the Trust and, where applicable, to legal counsel to the Trust's independent
Board members;
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t. Maintain continuing awareness of significant emerging
regulatory and legislative developments which may affect the Trust, update the
Board and the investment adviser on those developments and provide related
planning assistance where requested or appropriate;
u. Develop or assist in developing guidelines and procedures to
improve overall compliance by the Trust and its various agents;
v. Counsel and assist the Trust in the handling of routine
regulatory examinations and work closely with the Trust's legal counsel in
response to any non-routine regulatory matters;
Subject to review and comment by the Trust's legal counsel:
w. Prepare and file with the SEC amendments to the Trust's
registration statement, including updating prospectus(es) and Statement(es) of
Additional Information, where applicable;
x. Prepare and file with the SEC proxy statements and provide
consultation on proxy solicitation matters;
y. Prepare agenda and background materials for Board meetings,
make presentations where appropriate, prepare minutes and follow-up on matters
raised at Board and Audit Committee meetings;
z. Prepare and file with the SEC Rule 24f-2 notices; and
aa. Perform Blue Sky services pursuant to the specific
instructions of the Trust and as detailed in Schedule B to this Agreement.
The Sub-Administrator shall provide the office facilities and the personnel
required by it to perform the services contemplated herein.
7. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Sub-Administrator shall receive from FCM such compensation for
the Sub-Administrator's services provided pursuant to this Agreement as may be
agreed to from time to time in a written fee schedule approved by the parties
and initially set forth in the Fee Schedule to this Agreement. The fees are
accrued daily and billed monthly and shall be due and payable upon receipt of
the invoice. Upon the termination of this Agreement before the end of any month,
the fee for the part of the month before such termination shall be prorated
according to the proportion which such part bears to the full monthly period and
shall be payable upon the date of termination of this Agreement. In addition,
FCM shall reimburse the Sub-Administrator for its reasonable out-of-pocket costs
incurred in connection with the performance of this Agreement.
FCM agrees promptly to reimburse the Sub-Administrator for any
equipment and supplies specially ordered by or for the Trust through the
Sub-Administrator and for any other expenses not contemplated by this Agreement
that the Sub-Administrator may incur on the Trust's behalf at FCM's or the
Trust's request or with FCM's or the Trust's consent.
The Trust will bear all expenses that are incurred in its operation
and not specifically assumed by the Sub-Administrator or FCM. Expenses to be
borne by the Trust, include, but are not limited
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to: organizational expenses; cost of services of independent accountants and
outside legal and tax counsel (including such counsel's review of the Trust's
registration statement, proxy materials, federal and state tax qualification as
a regulated investment company and other reports and materials prepared by the
Sub-Administrator under this Agreement); cost of any services contracted for by
the Trust directly from parties other than the Sub-Administrator; cost of
trading operations and brokerage fees, commissions and transfer taxes in
connection with the purchase and sale of securities for the Trust; investment
advisory fees; taxes, insurance premiums and other fees and expenses applicable
to its operation; costs incidental to any meetings of shareholders including,
but not limited to, legal and accounting fees, proxy filing fees and the costs
of preparation, printing and mailing of any proxy materials; costs incidental to
Board meetings, including fees and expenses of Board members; the salary and
expenses of any officer, director/trustee or employee of the Trust; costs
incidental to the preparation, printing and distribution of the Trust's
registration statements and any amendments thereto and shareholder reports; cost
of typesetting and printing of prospectuses; cost of preparation and filing of
the Form N-1A or N-2 and Form N-SAR, and all notices, registrations and
amendments associated with applicable federal and state tax and securities laws;
all applicable registration fees and filing fees required under federal and
state securities laws; fidelity bond and directors' and officers' liability
insurance; and cost of independent pricing services used in computing the
Trust's net asset value.
The Sub-Administrator is authorized to and may employ or associate
with such person or persons as the Sub-Administrator may deem desirable to
assist it in performing its duties under this Agreement; provided, however, that
the compensation of such person or persons shall be paid by the
Sub-Administrator and that the Sub-Administrator shall be as fully responsible
to the Trust for the acts and omissions of any such person or persons as it is
for its own acts and omissions.
8. INSTRUCTIONS AND ADVICE
At any time, the Sub-Administrator may apply to any officer of the
Trust for instructions and may consult, when reasonably necessary in its good
faith judgment, with its own legal counsel or outside counsel for the Trust or
the independent accountants for the Trust at the expense of the Trust, with
respect to any matter arising in connection with the services to be performed by
the Sub-Administrator under this Agreement. The Sub-Administrator shall not be
liable, and shall be indemnified by the Trust, for any action reasonably taken
or reasonably omitted by it in good faith in reliance upon any such instructions
or advice or upon any paper or document believed by it to be genuine and to have
been signed by the proper person or persons. The Sub-Administrator shall not be
held to have notice of any change of authority of any person until receipt of
written notice thereof from the Trust. Nothing in this paragraph shall be
construed as imposing upon the Sub-Administrator any obligation to seek such
instructions or advice, or to act in accordance with such advice when received.
9. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Sub-Administrator shall be responsible for the performance of
only such duties as are set forth in this Agreement or as may be agreed to from
time to time in writing by the parties and, except as otherwise provided under
Section 6, shall have no responsibility for the actions or activities of any
other party, including other unaffiliated service providers. The
Sub-Administrator shall have no liability for any error of judgment or mistake
of law or for any loss or damage resulting from the performance or
nonperformance of its duties hereunder unless caused by or resulting from the
negligence, bad faith or willful misfeasance of the Sub-Administrator, its
officers or employees. Unless resulting from the negligence, bad faith or
willful misfeasance of the Sub-Administrator, its officers, agents or employees,
the Sub-Administrator shall not be liable for any special, indirect, incidental,
or consequential damages not resulting from its negligence, bad faith or willful
misfeasance (including, without limitation, attorneys' fees)
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under any provision of this Agreement or for any such damages arising out of any
act or failure to act hereunder. In any event, the Sub-Administrator's liability
under this Agreement shall be limited to two hundred (200) percent of its total
compensation earned and fees paid hereunder during the preceding twelve months
for any liability or loss suffered by the Trust including, but not limited to,
any liability relating to qualification of the Trust as a regulated investment
company or any liability relating to the Trust's compliance with any federal or
state tax or securities statute, regulation or ruling.
The Sub-Administrator shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its control,
including without limitation, work stoppage, power or other mechanical failure,
computer virus, natural disaster, governmental action or communication
disruption.
The Trust shall indemnify and hold the Sub-Administrator harmless
from all loss, cost, damage and expense, including reasonable fees and expenses
for counsel, incurred by the Sub-Administrator resulting from any claim, demand,
action or suit in connection with the Sub-Administrator's acceptance of this
Agreement, any action or omission by it in the performance of its duties
hereunder, or as a result of acting upon any instructions reasonably believed by
it to have been duly authorized by the Trust or FCM, provided that this
indemnification shall not apply to actions or omissions of the
Sub-Administrator, its officers, agents or employees in cases of its or their
own negligence, bad faith or willful misfeasance.
The indemnification contained herein shall survive the termination
of this Agreement.
The Sub-Administrator will not confess any claim or settle or make
any compromise in any instance in which the Trust will be asked to provide
indemnification, except with the Trust's prior written consent.
10. CONFIDENTIALITY
The Sub-Administrator agrees that, except as otherwise required by
law or in connection with any required disclosure to a banking or other
regulatory authority, it will keep confidential all records and information in
its possession relating to FCM and the Trust and its shareholders and
shareholder accounts ("Confidential Information") and will not disclose the same
to any person except at the request or with the written consent of FCM or the
Trust, as applicable, and shall not be used for any purpose other than
performance of the Sub-Administrator's responsibilities hereunder. The
Sub-Administrator agrees that all records that indicate or otherwise relate to
the Trust's security holdings are confidential and agrees to implement and
enforce appropriate security policies and procedures to prevent unauthorized and
improper use and dissemination by the Sub-Administrator's employees of this
information and the Confidential Information.
11. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Trust assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
it.
In compliance with the requirements of Rule 31a-3 under the 1940
Act, the Sub-Administrator agrees that all records which it maintains for the
Trust shall at all times remain the property of the Trust, shall be readily
accessible during normal business hours, and shall be promptly surrendered upon
the termination of the Agreement or otherwise on written request by the Trust.
The Sub-Administrator further agrees that all records which it maintains for the
Trust pursuant to Rule 31a-1 under the 1940 Act
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will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act
unless any such records are earlier surrendered as provided above. Records shall
be surrendered in usable machine-readable form.
12. SERVICES NOT EXCLUSIVE
The services of the Sub-Administrator to the Trust are not to be
deemed exclusive, and the Sub-Administrator shall be free to render similar
services to others so long as its provision of services under this Agreement is
not materially impaired. The Sub-Administrator shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided herein or
authorized by the Trust from time to time, have no authority to act or represent
the Trust in any way or otherwise be deemed an agent of the Trust.
13. TERM, TERMINATION AND AMENDMENT
This Agreement shall become effective on the date of its execution
and shall remain in full force and effect indefinitely from the effective date
unless either party terminates this Agreement by written notice to the other
party. For the Sub-Administrator to terminate this Agreement, the
Sub-Administrator shall give at least one hundred twenty (120) days' prior
notice to the Trust and FCM. For the Trust or FCM to terminate this agreement,
the terminating party shall give at least ninety (90) days' prior notice to the
other parties hereto. Termination of this Agreement with respect to any given
Investment Fund shall in no way affect the continued validity of this Agreement
with respect to any other Investment Fund. Upon termination of this Agreement,
FCM shall pay to the Sub-Administrator such compensation and any reimbursable
expenses as may be due under the terms hereof as of the date of such
termination. This Agreement may be modified or amended from time to time by
mutual written agreement of the parties hereto.
14. NOTICES
Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to the
Trust or FCM: 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxxxxxxxxx 00000, Attn
(with separate copies to each): Xxxx Xxxxxxxxx and Xxxxxx Xxxxx, fax:
(000) 000-0000; if to the Sub-Administrator: State Street Bank and Trust
Company, 0 Xxxxxx xx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attn: Fund
Administration Legal Department, fax: 000-000-0000.
15. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party hereto without
the prior consent in writing of the other party, except that the
Sub-Administrator may assign this Agreement to a successor of all or a
substantial portion of its business, or to a party controlling, controlled by or
under common control with the Sub-Administrator upon written consent by the
Trust and FCM, which consent may not be unreasonably withheld.
16. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of
the Trust, FCM and the Sub-Administrator and their respective successors and
permitted assigns.
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17. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof and supersedes all previous
representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.
18. WAIVER
The failure of a party to insist upon strict adherence to any term
of this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed by
the waiving party.
19. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
20. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Delaware.
21. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and
amendments hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
22. RELEASE
The names "Firsthand Funds" and "Trustees of Firsthand Funds" refer
respectively to the Trust created by the Declaration of Trust and the Trustees
as Trustees but not individually or personally. Al l parties hereto acknowledge
and agree that any and all liabilities of the Trust arising, directly or
indirectly, under this Agreement will be satisfied solely out of the assets of
the Trust and that no Trustee, officer or shareholder shall be personally liable
for any such liabilities. All persons dealing with any Investment Fund of the
Trust must look solely to the property belonging to such Investment Fund for the
enforcement of any claims against the Trust.
23. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of
which is deemed an original but all of which together constitute one and the
same instrument.
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24. USE OF NAMES
The Sub-Administrator agrees that the names "Firsthand Funds,"
"Firsthand Capital Management," and the names of each of the Investment Funds
are the property of FCM or Firsthand Funds and the Sub-Administrator will not
use such names except in accordance with such policies and procedures as may be
mutually agreed to in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
FIRSTHAND FUNDS
By: /s/Omar Billawalla
------------------------------
Name: Omar Billawalla
Title: Secretary
STATE STREET BANK AND TRUST COMPANY
By: /s/Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Executive Vice President
FIRSTHAND CAPITAL MANAGEMENT, INC.
By: /s/Omar Billawalla
Name: Omar Billawalla
Title: Chief Operating Officer
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ADMINISTRATION AGREEMENT
SCHEDULE A
LISTING OF INVESTMENT FUNDS
Technology Value Fund
Technology Leaders Fund
Technology Innovators Fund
The Communications Fund(TM)
The e-Commerce Fund(TM)
Global Technology Fund
Firsthand Aggressive Growth Fund
Firsthand Core Growth Fund
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ADMINISTRATION AGREEMENT
SCHEDULE B
NOTICE FILING WITH
STATE SECURITIES SUB-ADMINISTRATORS
AT THE SPECIFIC DIRECTION OF THE TRUST, THE SUB-ADMINISTRATOR WILL PREPARE
REQUIRED DOCUMENTATION AND MAKE NOTICE FILINGS IN ACCORDANCE WITH THE SECURITIES
LAWS OF EACH JURISDICTION IN WHICH TRUST SHARES ARE TO BE OFFERED OR SOLD
PURSUANT TO INSTRUCTIONS GIVEN TO THE SUB-ADMINISTRATOR BY THE TRUST.
THE TRUST SHALL BE SOLELY RESPONSIBLE FOR THE DETERMINATION (i) OF THOSE
JURISDICTIONS IN WHICH NOTICE FILINGS ARE TO BE SUBMITTED AND (ii) THE NUMBER OF
TRUST SHARES TO BE PERMITTED TO BE SOLD IN EACH SUCH JURISDICTION. IN THE EVENT
THAT THE SUB-ADMINISTRATOR BECOMES AWARE OF (a) THE SALE OF TRUST SHARES IN A
JURISDICTION IN WHICH NO NOTICE FILING HAS BEEN MADE OR (b) THE SALE OF TRUST
SHARES IN EXCESS OF THE NUMBER OF TRUST SHARES PERMITTED TO BE SOLD IN SUCH
JURISDICTION, THE SUB-ADMINISTRATOR SHALL REPORT SUCH INFORMATION TO THE TRUST,
AND IT SHALL BE THE TRUST'S RESPONSIBILITY TO DETERMINE APPROPRIATE CORRECTIVE
ACTION AND INSTRUCT THE SUB-ADMINISTRATOR WITH RESPECT THERETO.
The Blue Sky services shall consist of the following:
1. Filing of Trust's Initial Notice Filings, as directed by the Trust;
2. Filing of Trust's renewals and amendments as required;
3. Filing of amendments to the Trust's registration statement where
required;
4. Filing Trust sales reports where required;
5. Payment at the expense of the Trust of all Trust Notice Filing fees;
6. Filing the Prospectuses and Statements of Additional Information and
any amendments or supplements thereto where required;
7. Filing of annual reports and proxy statements where required; and
8. The performance of such additional services as the Sub-Administrator
and the Trust may agree upon in writing.
Unless otherwise specified in writing by the Sub-Administrator, Blue Sky
services by the Sub-Administrator shall not include determining the availability
of exemptions under a jurisdiction's blue sky law. Any such determination shall
be made by the Trust or its legal counsel. In connection with the services
described herein, the Trust shall issue in favor of the Sub-Administrator a
power of attorney to submit Notice Filings on behalf of the Trust, which power
of attorney shall be substantially in the form of Exhibit I attached hereto.
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EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of April 30 2000 that the Firsthand Funds
with principal offices at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxxxxxxxxx,
00000 (the "Trust") makes, constitutes, and appoints STATE STREET BANK AND TRUST
COMPANY (the "Sub-Administrator") with principal offices at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx its lawful attorney-in-fact for it to do as if it were
itself acting, the following:
1. REGISTRATION OF TRUST SHARES. The power to register shares of the Trust in
each jurisdiction in which Trust shares are offered or sold and in
connection therewith the power to prepare, execute, and deliver and file
any and all Trust applications, including without limitation, applications
to register shares, consents, including consents to service of process,
reports, including without limitation, all periodic reports, claims for
exemption, or other documents and instruments now or hereafter required or
appropriate in the judgment of the Sub-Administrator in connection with
the registration of Trust shares.
2. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney,
individuals holding the titles of Officer, Blue Sky Manager, or Senior
Blue Sky Sub-Administrator at the Sub-Administrator shall have authority
to act on behalf of the Trust with respect to item 1 above.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by the Sub-Administrator of
such termination of authority. Nothing herein shall be construed to constitute
the appointment of the Sub-Administrator as or otherwise authorize the
Sub-Administrator to act as an officer, trustee or employee of the Trust.
IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed in its
name and on its behalf by and through its duly authorized officer, as of the
date first written above.
FIRSTHAND FUNDS
By: /s/ Omar Billawalla
----------------------
Name: Omar Billawalla
Title: Secretary
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Fund Administration Complex Fee Schedule for
FIRSTHAND FUNDS
FEES FOR FUND ADMINISTRATION SERVICES
--------------------------------------------------------------------------------
The following fee schedule is for full administration services for
Firsthand Funds. These services include: Compliance, Financial Reporting,
Treasurer's Office Support and Tax Reporting. For these services, the
funds will be charged according to the following fee schedule:
Annual Fee
Average Assets
Expressed in basis points: 1/100 of 1%
First $1.0 Billion 3.00
Next $1.0 Billion 2.50
Next $1.0 Billion 2.00
Next $2.0 Billion 1.50
Thereafter 1.00
Minimum Per Fund $95,000
Fund Fees: Total net assets of all Funds in the series will be used
to calculate the fee by multiplying the net assets of the Funds by the basis
point fees in the above schedule. The minimum will be calculated by multiplying
the minimum fee by the number of Funds in each series to arrive at the total
minimum fee. The greater of the basis points or the minimum will be accrued to
each Fund based on the pro-rata total net asset value of each Fund in the
series.
THIS FEE SCHEDULE WILL APPLY TO THE EXISTING 5 FUNDS AND AN
ADDITIONAL 2 NEW FUNDS.
MULTIPLE CLASSES OF SHARES
An additional $10,000 annual fee will be applied for each class of
shares, excluding the first class of shares, if more than one class of
shares is operational in a Fund.
OUT OF POCKET EXPENSES - INCLUDE BUT MAY NOT BE LIMITED TO:
Legal Fees, audit fees and other professional fees
Postage
Supplies related to Fund records
Travel and lodging for Board and Operations meetings
Preparation of financial statements other than Annual and Semi-Annual
Reporting, $3,000 per financial report.
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SPECIAL ARRANGEMENTS
Fees for activities of a non-recurring nature such as reorganizations,
and/or preparation of special reports will be subject to negotiation.
Fees for a change in fund structure (i.e. Core and feeder) are subject to
negotiation.
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