SECOND AMENDMENT TO
BLACK PEARL FUNDS
MASTER INVESTMENT ADVISORY AGREEMENT
WHEREAS, Black Pearl Funds, a Delaware business trust (the "Trust") and
Firsthand Capital Management, Inc. (the "Adviser"), each having its principal
place of business at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxxxxxxxxx 00000,
have entered into a Master Investment Advisory Agreement as of September 22,
2005 (the "Agreement");
WHEREAS, the parties agree to amend the Agreement;
NOW, THEREFORE, effective September 23, 2007, the Trust and the Adviser
agree to amend the Agreement as follows:
1. Schedule A of the Agreement is hereby amended to read as follows:
SCHEDULE A
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FUND NAME ANNUAL FEE AS A TOTAL ANNUAL OPERATING
PERCENTAGE OF AVERAGE EXPENSE LIMITATION*
DAILY NET ASSETS
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Black Pearl Focus Fund 1.50% 1.30% OF ITS AVERAGE
DAILY NET ASSETS
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* THE EXPENSE LIMITATION LISTED HEREIN IS APPLICABLE FOR AN ADDITIONAL ONE YEAR
PERIOD, BEGINNING SEPTEMBER 23, 2007, AND MAY BE EXTENDED FOR ADDITIONAL ANNUAL
PERIODS IF AGREED UPON BY THE TRUST AND THE ADVISER. THE EXPENSES INCLUDED
WITHIN THE "TOTAL ANNUAL OPERATING EXPENSE LIMITATION" INCLUDE BOTH THE FEE
PAYABLE UNDER THIS AGREEMENT AND THE FEES PAYABLE UNDER THE ADMINISTRATION
AGREEMENT BETWEEN THE ADVISER AND THE TRUST, BUT SHALL NOT INCLUDE EXPENSES
INCURRED BY THE FUND THAT ARE NOT SPECIFICALLY THE RESPONSIBILITY OF THE ADVISER
UNDER THOSE AGREEMENTS.
2. Excepted as amended hereof, the Agreement, including any past
Amendments, shall remain in full force and effect.
Executed this 10th day of August, 2007
BLACK PEARL FUNDS
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, Trustee
FIRSTHAND CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
