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Insider Trading Arrangements
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2025
Trading Arrangements, by Individual [Table]    
Material Terms of Trading Arrangement [Text Block]  

ITEM 5.    OTHER INFORMATION.


 

INVESTMENT MANAGEMENT AGREEMENT APPROVAL DISCLOSURE (UNAUDITED)

 

At a meeting held on August 8, 2025, the Board of Directors (the “Board”) of the Company approved the continuation of the Company’s Investment Management Agreement (the “Agreement”) with Firsthand Capital Management, Inc. (the “Adviser”) for an additional one-year period through August 31, 2026.

 

During the course of each year and in connection with their consideration of the continuation of the Agreement, the Board received various materials from the Adviser, including (i) information on the advisory personnel of the Adviser; (ii) information on the internal compliance procedures of the Adviser; (iii) comparative information showing how the Company’s fees and expenses compare to other business development companies that follow investment strategies similar to those of the Company; (iv) information regarding brokerage and portfolio transactions; (vi) comparative information showing how the Company’s performance compares to other business development companies that follow investment strategies similar to those of the Company; and (vii) information on any material legal proceedings or regulatory audits or investigations affecting the Company or the Adviser.

 

After receiving and reviewing these materials, the Board, at a meeting called for such purpose (the “Meeting”), discussed the terms of the Agreement. The Meeting was held by video pursuant to an order issued on June 19, 2020 by the Securities and Exchange Commission, providing that business development companies are temporarily exempt from certain in-person board approval requirements, including with respect to the renewal of investment management agreements, due to conflicts related to the coronavirus.  Representatives from the Adviser attended the Meeting and presented additional oral and written information to the Board to assist in its considerations. The Directors who are not parties to the Agreement or “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any such party (the “Independent Directors”) also met in executive session to further discuss the terms of the Agreement and the information provided by the Adviser.

 

Discussed below are certain of the factors considered by the Board in continuing the Agreement. This discussion is not intended to be all-inclusive. The Board, including the Independent Directors, reviewed a variety of factors and considered a significant amount of information, including information received on an ongoing basis at Board and committee meetings and in various discussions with senior management of the Adviser relating specifically to the Adviser and the Agreement. The approval determination was made on the basis of each Director’s business judgment after consideration of all the information taken as a whole. Individual Directors may have given different weight to certain factors and assigned various degrees of materiality to information received in connection with the contract review process.

 

 

Taking all of the information and deliberations into account, the Independent Directors reviewed various factors presented to them, the detailed information provided by the Adviser at the Meeting and at other times throughout the year, and other relevant information and the following factors, none of which was dispositive in their decision whether to approve the Agreement:

 

Nature, Extent and Quality of Services

 

The Board received and considered various data and information regarding the nature, extent and quality of services provided to the Company by the Adviser. The most recent Form ADV for the Adviser was provided to the Board, as were written and oral responses of the Adviser to an information request submitted by independent legal counsel on behalf of the Independent Directors. The Board reviewed these responses, which included among other things, information about the background and experience of the investment personnel of the Adviser primarily responsible for day-to-day portfolio management of the Company. The Board also reviewed the Adviser’s overall ability to continue to manage and administer the Company as well as to oversee the service providers to the Company.

 

The Board evaluated the ability of the Adviser, considering its financial condition, resources, reputation and other attributes, to attract and retain highly qualified investment professionals, including research, advisory, supervisory and administrative personnel. In this regard, the Board considered information regarding the structure of the Adviser’s compensation program for its personnel involved in the management and administration of the Company, including incentive and retirement plans.

 

The Board considered the effectiveness of policies of the Company in achieving the best execution of portfolio transactions, whether and to what extent “soft dollar” benefits are used, the extent to which efforts are made to recapture transaction costs and the controls applicable to brokerage allocation procedures. The Board recognized that the Company’s investment transactions generally are privately negotiated by the Adviser in complex transactions rather than executed through a broker in a traditional exchange transaction. The Board reviewed the policies of the Adviser regarding the allocation of portfolio investment opportunities among the Company and other clients. The Board noted that the Adviser does not use “traditional soft-dollar” arrangements, where soft-dollar credits are generated based on the level of trades and then used for products or services from third parties. The Board also noted that the Adviser, from time to time, entered into arrangements where it received research (including invitations to conferences) from broker-dealers that the Adviser used to execute client trades, and that from time to time the Adviser had retained specialized technology consultants or other experts, at the expense of the Company with approval of the Board, for the purpose of evaluating some aspect of a prospective or existing portfolio holding. The Board also considered that the Adviser had outsourced the trading function to achieve certain operating efficiencies.

 

The Board also considered the market for the Company’s stock and the challenges associated with the Company’s raising additional capital under current market conditions.

 

In addition, the Board received and reviewed information on SEC and other inquiries, examinations and proceedings relating to the Company and the Adviser. The Board considered the investment and legal compliance programs of the Adviser, including its implementation of enhanced compliance policies and procedures in response to SEC rule changes and other regulatory initiatives, and the level of compliance attained by the Adviser.

 

Based on the above factors, together with those referenced below, the Board, including a majority of the Independent Directors, concluded that it was generally satisfied with the nature, extent and quality of the investment advisory services provided to the Company by the Adviser.

 

Company Performance

 

The Board considered the Company’s NAV performance and common stock performance results over the past year and since its inception on April 18, 2011. It also considered these results in comparison to the NAV performance results of the Company compared to relevant benchmark indices and comparable funds. The Board referenced the presentation regarding performance that had occurred earlier in the meeting.  The Board noted that for the 12-month period ended June 30, 2025, the Fund’s NAV had fallen 26.67% while its stock price fell 14.29%. The Directors were reminded that in the third quarter of 2023, the Fund suffered substantial setbacks involving IntraOp and Wrightspeed that led to write downs of most or all of the value of our securities of those two issuers. Later, in the second quarter of 2024, Revasum failed, and its assets were foreclosed upon by its senior creditor and subsequently sold, leaving no proceeds for equity holders such as SVVC. In all, between June 30, 2023, and June 30, 2025, the Fund’s gross assets declined from approximately $21 million to approximately $1 million due primarily to the terminal failures of these three portfolio companies. The Board also considered the Advisor’s attempts to improve shareholder value (and related practical constraints). In addition, the Board also reviewed FCM’s efforts in working with the Board to explore the practicality of liquidation of the Company versus alternatives to liquidation of the Company.

 

Investment Advisory Fee Rate and Other Expenses

 

The Board reviewed and considered the proposed contractual management fee rate and incentive fee payable by the Company to the Adviser for investment advisory services (“Advisory Fee Rate”). Additionally, the Board received and considered information comparing the Advisory Fee Rate and the total expense ratio of the Company with those of other funds in an appropriate peer universe. The Board noted that the Company’s advisory fee structure was comparable to that of funds in the business development company comparison group and given that many funds in the comparison group utilized leverage in their investment strategies, the Company’s effective Advisory Fee Rate for holders of its common stock was lower than its peers.

 

The Board also noted that for a period of more than five years beginning in 2018, the Adviser, in an effort to support the Company and help it to preserve cash, had not collected any accrued management fees from the Company. The Adviser had also been paying certain Company expenses to further help the Company to preserve cash. Furthermore, effective September 30, 2023, the Company had entered into a fee waiver agreement with the Adviser  (the “Fee Waiver Agreement”). Pursuant to the terms of the Fee Waiver Agreement, the Adviser agreed to (1) waive future accruals of the base management fee starting October 1, 2023, through December 31, 2024, and (2) waive $2.5 million of base management fees that have been accrued but unpaid as of September 30, 2023. Effective March 31, 2024, the Company had entered into a fee waiver agreement with the Adviser (the “Amended Fee Waiver Agreement”). Pursuant to the terms of the Amended Fee Waiver Agreement, FCM agreed to waive $3.0 million of base management fees that have been accrued but unpaid as of March 31, 2024. The Board also noted that in 2024, with the Company’s sale of Hera Systems, the Adviser was able to collect the management fees and unreimbursed expenses that remained payable at that time. Despite the recapture provisions in each of the fee waiver agreements, the Adviser has not recaptured any waived fees to date.

 

Profitability

 

The Board received and considered a profitability analysis of the Adviser with respect to the Company. The Independent Directors also noted, as discussed in the Executive Session earlier in the Meeting, that they had met prior to this Meeting with Mr. Landis  and Mr. Yee to discuss the Adviser’s financial statements. The Board concluded that, in light of the costs of providing investment management and other services to the Company, the profits and other ancillary benefits that the Adviser received with regard to providing these services were not excessive.

 

Economies of Scale

 

The Board received and considered information regarding whether there have been economies of scale with respect to the management of the Company, whether the Company has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale with respect to the Company. The consensus was that the Company is not large enough at this time to produce material economies of scale.

 

Information About Services to Other Clients

 

The Board also received and considered information about the services and fee rates offered by the Adviser to its other clients, namely Firsthand Technology Opportunities Fund and Firsthand Alternative Energy Fund, two registered investment companies also managed by the Adviser. The Board concluded that the Advisory Fee Rate charged by the Adviser to the Company was not comparable to other clients of the Adviser given the substantial differences in the services provided and the investment strategy employed. Where rates offered to those two clients were lower, the Board concluded that the costs associated with managing and operating a registered closed-end business development company when compared with a registered investment company provided a justification for a higher fee rate, notwithstanding a fee that contains a performance component.

 

Other Benefits to the Adviser

 

The Board received and considered information regarding potential “fall-out” or ancillary benefits to the Adviser as a result of its relationship with the Company. Such benefits could include, among others, benefits directly attributable to the relationship of the Adviser with the Company (such as “soft dollar” benefits) and benefits potentially derived from an increase in the business of the Adviser as a result of its relationship with the Company (such as the ability to market to shareholders other financial products offered by the Adviser).

 

Other Factors and Broader Review

 

Throughout the year, the Board regularly reviews and assesses the quality of the services that the Company receives from the Adviser. In this regard, the Board reviews reports of the Adviser in each of its quarterly meetings, which include, among other things, a detailed portfolio review and detailed fund performance reports. In addition, the Board interviews the portfolio manager of the Company at various times throughout the year.

 

The Independent Directors also considered the difficulties that the Adviser and the Company continue to face as a result of persistent legal challenges.

 

Conclusion

 

After considering the aforementioned factors and based on its deliberations and evaluation of the information provided to it, the Board concluded that re-approval of the Company’s Investment Management Agreement was in the best interest of the Company and its shareholders. 

 

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Non-Rule 10b5-1 Arrangement Adopted [Flag] false  
Rule 10b5-1 Arrangement Terminated [Flag] false  
Non-Rule 10b5-1 Arrangement Terminated [Flag] false