SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
12/30/13
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
552,266
8. SHARED VOTING POWER
450,579
9. SOLE DISPOSITIVE POWER
552,266
_______________________________________________________
10. SHARED DISPOSITIVE POWER
450,579
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,002,845 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
11.05%
14. TYPE OF REPORTING PERSON
IA
1. NAME OF REPORTING PERSON
Bulldog Investors Group of Funds
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
552,266
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
552,266
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
552,266
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.08%
14. TYPE OF REPORTING PERSON
IC
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[x]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
552,266
8. SHARED VOTING POWER
450,579
9. SOLE DISPOSITIVE POWER
552,266
_______________________________________________________
10. SHARED DISPOSITIVE POWER
450,579
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,002,845 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
11.05%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
552,266
8. SHARED VOTING POWER
450,579
9. SOLE DISPOSITIVE POWER
552,266
_______________________________________________________
10. SHARED DISPOSITIVE POWER
450,579
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,002,845 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
11.05%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
552,266
8. SHARED VOTING POWER
450,579
9. SOLE DISPOSITIVE POWER
552,266
_______________________________________________________
10. SHARED DISPOSITIVE POWER
450,579
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,002,845 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
11.05%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #3 to the schedule 13d
filed November 22, 2013. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
Item 4. PURPOSE OF TRANSACTION
See exhibit A - Letter to SEC and exhibit B - letter to the fund.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the 10-Q filed on November 8, 2013 there were 9,072,032 shares
of common stock outstanding as of 10/31/2013. The percentages set
forth herein were derived using such number.Phillip Goldstein,
Andrew Dakos and Steven Samuels own Bulldog Investors, LLC, a
registered investment advisor. As of December 30, 2013, Bulldog
Investors, LLC is deemed to be the beneficial owner of 1,002,845 shares
of SVVC by virtue of Bulldog Investors, LLC's power to direct the vote
of, and dispose of, these shares. These 1,002,845 shares of SVVC include
552,266 shares (representing 6.08% of SVVC's outstanding shares) that
are beneficially owned by (1) Mr. Goldstein and (2) the following
entities over which Messrs. Goldstein, Dakos and Samuels exercise
control: Opportunity Partners LP, Calapasas West Partners, LP,
Full Value Special Situations Fund, LP, Full Value Offshore Fund, Ltd.,
Full Value Partners, LP, Opportunity Income Plus, LP, and MCM Opportunity
Partners, LP (collectively, Bulldog Investors Funds). Bulldog Investors
Funds and Mr. Goldstein may be deemed to constitute a group. All other
shares included in the aforementioned 1,002,845 shares of SVVC beneficially
owned by Bulldog Investors, LLC (solely by virtue of its power to sell or
direct the vote of these shares) are also beneficially owned by clients
of Bulldog Investors, LLC who are not members of any group. The total
number of these "non-group" shares is 450,579 shares (representing 4.97%
of SVVC's outstanding shares).
c) Since the last filing on 12/11/13 the following shares of SVVC were bought:
Date: Shares: Price:
12/17/13 4,525 22.3367
12/18/13 25,000 22.5123
12/19/13 16,005 22.6152
12/19/13 13,171 22.5700
12/23/13 4,500 23.2290
12/26/13 13,100 24.1672
12/27/13 20,000 23.7145
12/30/13 12,547 22.7939
d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A & B
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 12/31/2013
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
OPPORTUNITY PARTNERS, LP
By: /s/ Andrew Dakos
Andrew Dakos, Manager of the GP
CALAPASAS WEST PARTNERS, LP
By: /s/ Andrew Dakos
Andrew Dakos, Manager of the GP
FULL VALUE SPECIAL SITUATIONS FUND, LP
By: /s/ Andrew Dakos
Andrew Dakos, Manager of the GP
FULL VALUE OFFSHORE FUND, LTD.
By: /s/ Andrew Dakos
Andrew Dakos, Director
FULL VALUE PARTNERS, LP
By: /s/ Andrew Dakos
Andrew Dakos, Manager of the GP
OPPORTUNITY INCOME PLUS FUND, LP
By: /s/ Andrew Dakos
Andrew Dakos, Manager of the GP
MCM OPPORTUNITY PARTNERS, LP
By: /s/ Andrew Dakos
Andrew Dakos, Manager of the GP
Exhibit A:
Full Value Partners L.P.
250 Pehle Ave, Suite 708
Saddle Brook, NJ 07663
(201) 556-0092 // Fax: (201)556-0097 //
pgoldstein@bulldoginvestors.com
December 30, 2013
United States Securities and Exchange Commission
Division of Investment Management
Office of Disclosure and Review
100 F Street, N.E.
Washington, D.C. 20549-8626
Firsthand Technology Value Fund, Inc. - Rule 14a-8 Proposal
Ladies and Gentlemen:
On December 27, 2013, we received a copy of a lengthy letter to you
dated December 20, 2013 by Wendell M. Faria of Paul Hastings on behalf of
Firsthand Technology Value Fund, Inc. (the "Fund") seeking your concurrence
that the Fund may properly exclude the attached proposal to terminate the
Investment Management Agreement between the Fund and Firsthand Capital
Management, Inc. from its proxy materials. The Fund asserts that it may
exclude our proposal based upon Rules 14a-8(i)(2) and 14a-8(i)(4) under
the Securities Exchange Act of 1934.
The 15-page letter with 32 footnotes must have cost the Fund a pretty penny.
Rather than provide a detailed refutation of its alleged facts and legal
analysis, we simply note that even if everything in the letter is correct,
there is no basis to grant the Fund's requested relief. Consequently, the
Fund's request should be denied.
First, while the Fund asserts that "the proposal, if implemented, would
cause the Fund to violate the requirements of Section 15(a)(3) of the
Investment Company Act of 1940 (the "Act")," that is simply not true.
Section 15(a)(3) requires that a registered investment company's investment
advisory agreement must include a provision that it "may be terminated at
any time...by vote of a majority of the outstanding voting securities of
such company...." While the Fund alleges that if our proposal is presented,
the result will be that other parties may violate, or will have violated,
certain provisions of the Act, it does not explain why implementing the
proposal will cause the Fund to violate the Act (as Rule 14a-8(i)(2)
requires). To the contrary, excluding our proposal will cause the Fund to
violate the Act. (The New Germany Fund, Inc., SEC No-Action Letter 1998 WL
229600 (May 8, 1998)).
Secondly, the Fund suggests that if our proposal is implemented, we may in
the future seek to obtain a benefit which is not shared by the other
shareholders. Rule 14a-89i)(4) allows a company to exclude a proposal only
"if it is designed to result in a [special] benefit to" the proponent.
(Emphasis added.) On the proposal's face, it is designed to benefit every
shareholder by ridding the Fund of an investment advisor that has a
demonstrably awful long term track record and is overpaid. Moreover, mere
speculation about events that may occur after the current advisor is gone
is insufficient to overcome the plain language of the proposal which
evinces no disproportionate benefit for us vis-a-vis all other shareholders
of the Fund.
In sum, the Fund's verbose and frivolous letter amounts to "a tale told by
an idiot, full of sound and fury, signifying nothing." Macbeth. We are sorry
you have to waste the time to read it and respond to it.
Very truly yours,
Phillip Goldstein
/s/ Phillip Goldstein
Principal
cc: Wendell M. Faria, Paul Hastings
David Hearth, Paul Hasting
Kevin Landis, Firsthand Technology Value Fund, Inc.
Exhibit B:
Full Value Partners L.P.,
250 Pehle Ave, Suite 708, Saddle Brook, NJ 07663
(201) 556-0092 // Fax: (201)556-0097
// pgoldstein@bulldoginvestors.com
April 22, 2013
Kelvin Leung
Secretary
Firsthand Technology Value Fund, Inc.
150 Almaden Boulevard
Suite 1250
San Jose, CA 95113
Dear Mr. Leung:
Full Value Partners L.P., a member of the Bulldog Investors group
that filed a Schedule 13D/A on April 15, 2013, is the beneficial owner of
shares in Firsthand Technology Value Fund, Inc. (the "Fund") valued in
excess of $2,000 and has held these shares for over 12 months.
A verification letter from Wells Fargo Prime Services, LLC is enclosed.
We intend to continue to hold our shares through the next meeting of
stockholders (after the May 23, 2013 annual meeting).
We hereby submit the following proposal and supporting statement pursuant
to rule 14a-8 of the Securities Exchange Act of 1934 for inclusion in
management's proxy materials for the next meeting of stockholders for
which this proposal is timely submitted.
***
RESOLVED: The Investment Management Agreement between the Fund and
Firsthand Capital Management, Inc., (FCM) shall be terminated as soon
as possible.
SUPPORTING STATEMENT
FCM is controlled by Kevin Landis. For managing the Fund, FCM is paid 2%
per annum of its gross assets plus 20% of any net realized capital gains.
Since the Fund has assets of about $200 million, FCM receives about
$4 million per annum just for showing up. That is extraordinarily high
compensation for managing a closed-end investment fund. We are not at all
opposed to generously compensating a manager who has demonstrated
outstanding long-term performance. In a recent Barron's interview,
Leon Cooperman, whose $8.5 billion hedge fund has returned more than
14% (net) per annum to investors over more than two decades, put it
this way: "If you are paying somebody two and 20, as opposed to 1%, you
basically have a right to expect more from that person." We agree.
By contrast, Mr. Landis' long-term performance can only be described as
abysmal. As an open-end fund, in the first quarter of 2000, the Fund's
NAV peaked at about $135 per share. By April 2011, when it was converted
to a closed-end fund, its NAV had fallen to about $27 per share. That is
a decline of 80% in shareholder value over a period of eleven years.
Nor have those shareholders who held on to their shares since April 2011
in hopes of improved performance, fared any better. Over the next two
years, the market price of their shares fell another 30% while tech stocks
generally performed very well!
We don't think Mr. Cooperman would approve of Mr. Landis' compensation.
To put it bluntly, there are some people who should not be managing other
people's money -- and Kevin Landis has demonstrated that he is one of those
people. There is simply no way to spin the numbers and conclude that his
performance has been anything but disastrous for shareholders.
We find it inexplicable that the board has not already terminated his
firm's management agreement. That is why we are urging shareholders
themselves to vote to terminate it. Then, the board can hire a new manager
that has a track record of making money for investors, rather than losing
money. Trust me, there are plenty of good investment managers that would
love to manage the Fund and would do so for a much lower fee than FCM is
paid.
In sum, we believe the buck stops with Kevin Landis. His horrendous long
term performance is intolerable as is his lavish compensation. In our view,
the best way to turn the Fund around is to replace FCM with a manager that
has demonstrated an ability to make money for investors over the long term.
That can be done very quickly.
Please take this opportunity to vote for this proposal.
Very truly yours,
/s/ Phillip Goldstein
Phillip Goldstein
Principal