FIRST 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 February 27, 2006, the Trust and the Adviser
agree to amend the Agreement as follows:
1. Section 11 of the Agreement is hereby amended to read as follows:
"11. This Agreement shall terminate automatically in the event of its
assignment by the Adviser and shall not be assignable by the Trust
without the consent of the Adviser. This Agreement may also be
terminated at any time with respect to a Fund, without the payment of
penalty, by the Board of Trustees of the Trust, or by a vote of a
majority of the Fund's outstanding voting securities on behalf of such
Fund, or by the Adviser, on sixty (60) days' written notice addressed
to the other party at its principal place of business."
2. Excepted as amended hereof, the Agreement shall remain in full force and
effect.
Executed this 27th day of February, 2006
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
