Securities Exchange Act of 1934 — Rule 14a-8(i)(2)
February 7, 2014
Wendell M. Faria, Esq.
Dear Mr. Faria:
In a letter dated December 20, 2013, on behalf of the Fund, you requested confirmation from the staff of the Division of Investment Management that it would not recommend an enforcement action to the Securities and Exchange Commission if the shareholder proposal (“Proposal”) submitted by the shareholders described in your letter is omitted from the proxy statement and form of proxy (the “Proxy Materials”) for the next scheduled shareholder meeting of the Fund. The Proposal states:
RESOLVED: The Investment Management Agreement between the Fund and Firsthand Capital Management, Inc., (FCM) shall be terminated as soon as possible.
You request our assurances that we would not recommend enforcement action if the Fund omits the Proposal from the Proxy Materials pursuant to Rule 14a-8(i)(2) under the Securities Exchange Act of 1934 (the “Exchange Act”), which permits a company to exclude a shareholder proposal if such proposal would, if implemented, cause the company to violate any state, federal, or foreign law to which it is subject. You also request our assurances that we would not recommend action if the Fund omits the Proposal from the Proxy Materials pursuant to Rule 14a-8(i)(4) under the Exchange Act, which permits a company to exclude any proposal that relates to the redress of a personal claim or grievance against the company or any other person, or if it is designed to result in a benefit to the shareholder making such proposal, or to further a personal interest, which is not shared by the other shareholders at large.
After considering your request,1 we are unable to concur with your view that the Fund may exclude the Proposal under Rule 14a-8(i)(2) or Rule 14a-8(i)(4). Accordingly, we do not believe that the Fund may omit the Proposal from its Proxy Materials for the next scheduled shareholder meeting in reliance on Rule 14a-8(i)(2) or Rule 14a-8(i)(4).
cc: Mr. Phillip Goldstein
1We also considered a letter submitted on behalf of the proponent dated December 30, 2013, your supplemental letter dated January 15, 2014 and the proponent’s follow-up response letter dated January 24, 2014.
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