Transfer Agency and Service Agreement



Between



Firsthand Technology Value Fund Inc



and



Computershare Trust Company, N.A.



and



Computershare Inc.



U.S. Incorporated Issuer Rev. 04.02.2020









THIS TRANSFER AGENCY AND SERVICE AGREEMENT, effective as
of [DATE] (“Effective Date”), is by and between [COMPANY NAME], a [STATE] corporation,
having its principal office and place of business at [COMPANY ADDRESS] (“Company”), and Computershare
Inc., a Delaware corporation (“Computershare”), and its fully owned subsidiary Computershare Trust Company,
N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Agent”),
each having a principal office and place of business at 150 Royall Street, Canton, Massachusetts 02021.





WHEREAS, Company
desires to appoint Trust Company as its sole transfer agent and registrar for the Shares, and administrator of any dividend reinvestment
plan or direct stock purchase plan for Company, and Computershare as processor of all payments received or made by Company under
this Agreement;



WHEREAS, Trust
Company and Computershare will each separately provide specified services covered by this Agreement and, in addition, Trust Company
may arrange for Computershare to act on behalf of Trust Company in providing certain of its services covered by this Agreement;
and



WHEREAS,Trust
Company and Computershare desire to accept such respective appointments and perform the services related to such appointments;



NOW THEREFORE,
in consideration of the mutual covenants herein contained, the parties hereto agree as follows:



| | 1. | Certain Definitions.
| | -- | --------------------



1.1    “Account”
means the account of each Shareholder which reflects any full or fractional Shares held by such Shareholder, outstanding funds,
or reportable tax information.



1.2    "Agreement" means this agreement and any and
all exhibits or schedules attached hereto and any and all amendments or modifications which may from time to time be executed.



1.3    “Confidential Information” means any and
all technical or business information relating to a party, including, without limitation, financial, marketing and product development
information, Shareholder Data (including any non-public information of such Shareholder), Personal Information, Proprietary Information,
and the terms and conditions (but not the existence) of this Agreement, that is disclosed or otherwise becomes known to the other
party or its affiliates, agents or representatives before or during the term of this Agreement. Confidential Information constitutes
trade secrets and is of great value to the owner (or its affiliates). Except for Personal Information and Proprietary Information,
Confidential Information shall not include any information that is: (a) already known to the other party or its affiliates at the
time of the disclosure; (b) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure
of the other party; (c) subsequently disclosed to the other party or its affiliates on a non-confidential basis by a third party
not having a confidential relationship with the owner and which rightfully acquired such information; or (d) independently developed
by one party without access to the Confidential Information of the other.



1.4    “DSPP” means direct stock purchase plan.



1.5    “Personal
Information” meansinformation that identifies, relates to, describes, is reasonably capable of being associated
with, or could reasonably be linked, directly or indirectly, with a particular living individual, including without limitation
names, signatures, addresses, email addresses, telephone numbers, account numbers and information, social security numbers and
other personal identification numbers, financial data, date of birth, transaction information, user names, passwords, security
codes, employee ID numbers, identity photos, and any other information defined in applicable United States’ privacy laws
or regulations as personal information, that Agent receives from Company, is otherwise obtained by Agent in connection with the
Agreement, or to which Agent has access in the course of performing the Services.

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1.6    “Plans” means any dividend reinvestment plan,
DSPP, or other investment programs administered by Trust Company for Company relating to the Shares, whether as of the Effective
Date or at any time during the term of this Agreement.





1.7    “Services” means all services performed or
made available by Agent pursuant to this Agreement.



1.8    “Share” means Company's common shares, par
value $[AMOUNT] per share, and Company's preferred shares, par value $[AMOUNT] per share, authorized by Company’s
Articles of Incorporation, and other classes of Company’s shares to be designated by Company in writing and which Agent agrees
to service under this Agreement.



1.9    “Shareholder” means a holder of record of
Shares.



1.10    “Shareholder Data” means all information
maintained on the records database of Agent concerning Shareholders, including any Personal Information of Shareholders.



| | 2. | Appointment of Agent.
| | -- | ---------------------



2.1    Appointments. Company
hereby appoints Trust Company to act as sole transfer agent and registrar for all Shares and as administrator of Plans in accordance
with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor of all
payments received or made by or on behalf of Company under this Agreement, and Trust Company and Computershare accept the respective
appointments.



2.2    Documents. In
connection with the appointments herein, Company has provided or will provide the following appointment and corporate authority
documents to Agent:

| | (a) | Board resolution appointing Trust Company as the transfer agent;
| | --- | ----------------------------------------------------------------

| | (b) | If applicable, specimens of all forms of outstanding Share certificates, in forms approved by the
Board of Directors of Company, with a certificate of the Secretary of Company as to such approval;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Board resolution and/or certificate of incumbency designating officers or other designated persons
of Company authorized to sign written instructions and requests and, if applicable, Share certificates, in connection with this
Agreement (each an “Authorized Person”);
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | An opinion of counsel for Company addressed to both Trust Company and Computershare stating that:
| | --- | -------------------------------------------------------------------------------------------------

| | (i) | Company is duly organized, validly existing and in good standing under the laws of its state of organization;
| | --- | -------------------------------------------------------------------------------------------------------------

| | (ii) | All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered
under the Securities Act of 1933, as amended (“1933 Act”) and any other applicable federal or state statute
or that was exempt from such registration;
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid
and non-assessable; and
| | ----- | ----------------------------------------------------------------------------------------------------------------------------

| | (iv) | The use of facsimile signatures by Agent in connection with the countersigning and registering of
Share certificates has been duly authorized by Company and is valid and effective.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | A certificate of Company as to the Shares authorized, issued and outstanding, as well as a description
of all reserves of unissued Shares relating to the exercise of options;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | A completed Internal Revenue Service Form 2678; and
| | --- | ---------------------------------------------------

| | (g) | A completed Form W-8 or W-9, as applicable.
| | --- | -------------------------------------------



In addition, upon
any future original issuance of Shares for which Agent will act as transfer agent hereunder, Company shall deliver an opinion of
counsel for Company addressed to both Trust Company and Computershare stating that such Shares (i) have been issued as part of
an offering that was registered under the 1933 Act and any other applicable federal or state statute, or that was exempt from such
registration, and (ii) are duly authorized, validly issued, fully paid and non-assessable.

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2.3    Records. Agent may adopt as part of its records all Shareholder
lists, Share ledgers, records, books, and documents provided to Agent by Company or any of its agents. In order to enable Agent
to perform the duties of transfer agent and registrar, Company shall provide, or shall cause its prior transfer agent and registrar
to provide, a complete and accurate register of Shareholders on or before the Effective Date, and shall indemnify Agent under Section
9.2 of this Agreement for the failure to provide such register on or before the Effective Date. Agent shall keep records relating
to the Services, in the form and manner it deems advisable, but in any event consistent with the reasonable standards of the transfer
agency industry. Agent agrees that all such records prepared or maintained by it relating to the Services are the property of Company
and will be preserved, maintained and made available in accordance with the requirements of law and Agent’s records management
policy, and will be surrendered promptly to Company in accordance with its request subject to applicable law and Agent’s
records management policy.



2.4    Shares. Company shall,
if applicable, inform Agent as soon as possible in advance as to: (a) the existence or termination of any restrictions on the transfer
of Shares, the application to or removal from any Share of any legend restricting the transfer of such Shares (which may be subject,
in the case of removal of any such legend, to delivery of such legal opinion in form and substance acceptable to Agent), or the
substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes;
(c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option
and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions
which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Company affecting the enforcement
of creditors’ rights.



2.5    Share Certificates.
If applicable, Company shall provide Agent with (a) documentation required to print on demand Share certificates, or (b) an appropriate
supply of Share certificates which contain a signature panel for use by an authorized signor of Agent and state that such certificates
are only valid after being countersigned and registered, whichever is applicable.



2.6Company Responsibility. Company shall perform, execute, acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts, documents, instruments and assurances as Agent may reasonably require
in order to carry out or perform its obligations under this Agreement.



2.7     Scope of Agency.

| | (a) | Agent shall act solely as agent for Company under this Agreement and owes no duties hereunder to any
other person. Agent undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and
no implied covenants or obligations shall be read into this Agreement against Agent.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Agent may rely upon, and shall be protected in acting or refraining from acting in good faith reliance
upon, (i) any communication from Company, any predecessor transfer agent or co-transfer agent or any registrar (other than Agent),
predecessor registrar or co-registrar; (ii) any instruction, notice, request, direction, consent, report, certificate, opinion
or other instrument, paper, document or electronic transmission believed in good faith by Agent to be genuine and to have been
signed or given by the proper party or parties; (iii) any guaranty of signature by an “eligible guarantor institution”
that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee
program” or insurance program in addition to, or in substitution for, the foregoing; or (iv) any instructions received through
Direct Registration System/Profile. In addition, Agent is authorized to refuse to make any transfer that it determines in good
faith not to be in good order.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | From time to time, Company may provide Agent with instructions concerning the Services. Further, Agent
may apply to any Authorized Person for instruction, and may consult with legal counsel for Company with respect to any matter arising
in connection with the Services. Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company
under Section 9.2 of this Agreement for any action taken or omitted by Agent in good faith reliance upon any Company instructions
given by an Authorized Person or upon the advice or opinion of Company counsel. Company shall promptly provide Agent with an updated
board resolution and/or certificate of incumbency regarding any change of authority for any Authorized Person. Agent shall not
be held to have notice of any change of authority of any Authorized Person, until receipt of written notice thereof from Company.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (d) | Compliance with Laws. Agent is obligated and agrees to comply with all applicable
U.S. federal, state and local laws and regulations, codes, orders and government rules in the performance of its duties under
this Agreement.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3. Standard Services.









3.1     Share Services. Agent
shall perform the Services set forth in the Fee and Service Schedule (“Fee and Service Schedule”) attached hereto
and incorporated herein. Further, Agent shall issue and record Shares as authorized, hold Shares in the appropriate Account, and
effect transfers of Shares upon receipt of appropriate documentation.



3.2     Replacement Shares.
Agent shall issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed, upon receipt by Agent
of an open penalty surety bond satisfactory to it and holding it and Company harmless, absent notice to Agent that such certificates
have been acquired by a bona fide purchaser. Agent may, at its option, issue replacement Shares for mutilated certificates upon
presentation thereof without such indemnity. Agent may, at its sole option, accept indemnification from Company to issue replacement
Shares for those certificates alleged to have been lost, stolen or destroyed in lieu of an open penalty bond. Agent shall charge
Shareholders an administrative fee for replacement of lost certificates, which shall be charged only once in instances where a
single surety bond obtained covers multiple certificates. Agent may receive compensation, including in the form of commissions,
for services provided in connection with surety programs offered to Shareholders.



3.3     Internet Services. Agent shall
make available to Company and Shareholders, through its web sites, including but not limited to www.computershare.com (collectively,
“Web Site”), online access to certain Account and Shareholder information and certain transaction capabilities
(“Internet Services”), subject to Agent’s security procedures and the terms and conditions set forth
herein and on the Web Site. Agent provides Internet Services “as is,” on an “as available” basis, and
hereby specifically disclaims any and all representations or warranties, express or implied, regarding such Internet Services,
including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course
of dealing or course of performance.



3.4     Proprietary Information.
Company agrees that the databases, programs, screen and report formats, interactive design techniques, Internet Services, software
(including methods or concepts used therein, source code, object code, or related technical information) and documentation manuals
furnished to Company by Agent as part of the Services are under the control and ownership of Agent or a third party (including
its affiliates) and constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary
Information”). Shareholder Data is not Proprietary Information. Company agrees that Proprietary Information is of substantial
value to Agent or other third party and will treat all Proprietary Information as confidential in accordance with Section 11 of
this Agreement. Company shall take reasonable efforts to advise its relevant employees and agents of its obligations pursuant to
this Section 3.4.



3.5     Third Party Content.
Agent may provide real-time or delayed quotations and other market information and messages (“Market Data”),
which Market Data is provided to Agent by certain third parties who may assert a proprietary interest in Market Data disseminated
by them but do not guarantee the timeliness, sequence, accuracy or completeness thereof. Company agrees and acknowledges that Agent
shall not be liable in any way for any loss or damage arising from or occasioned by any inaccuracy, error, delay in, omission of,
or interruption in any Market Data or the transmission thereof.

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3.6     Lost Shareholders; In-Depth Shareholder Search.



| | (a) | Agent shall conduct such database searches to locate lost Shareholders as are required by Rule 17Ad-17 (“Rule 17Ad-17”)
promulgated under the Securities Exchange Act of 1934, as amended (“1934 Act”), without charge to the Shareholder. 
If a new address is so obtained in a database search for a lost Shareholder, Agent shall conduct a verification mailing and update
its records for such Shareholder accordingly.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Computershare may facilitate the performance of a more in-depth search for the purpose of (i) locating lost Shareholders for
whom a new address is not obtained in accordance with clause (a) above, (ii) identifying Shareholders who are deceased (or locating
the deceased Shareholder’s estate representative, heirs or other party entitled to act with respect to such Shareholder’s
Account (“Authorized Representative”)), and (iii) locating Shareholders whose Accounts contain an uncashed check
older than 180 days and who have already received the required unresponsive payee notification under Rule 17Ad-17, in each case
using the services of a locating service provider selected by Computershare (“Locating Service Provider”), which
Locating Service Provider may be an affiliate of Computershare.  Such Locating Service Provider may compensate Computershare
for processing and other services that Computershare provides in connection with such in-depth search, including providing Computershare
a portion of its service fees.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Upon locating any Shareholder (or such Shareholder’s Authorized Representative) pursuant to clause (b) above, the Locating
Service Provider shall clearly identify to such Shareholder (or such Shareholder’s Authorized Representative) all assets
held in such Shareholder’s Account.  Such Locating Service Provider shall inform any such located Shareholders (or such
Shareholder’s Authorized Representative) that such Shareholder (or such Shareholder’s Authorized Representative) may
choose either (i) to contact Agent directly to obtain the assets in such Account, at no charge other than any applicable fees to
replace lost certificates, if applicable, or (ii) to use the services of such Locating Service Provider for a processing fee, which
may not exceed 20% of the asset value of such Shareholder’s property where the registered Shareholder is living, deceased,
or not a natural person; provided that in no case shall such fee exceed the maximum statutory fee permitted by the applicable state
jurisdiction.  If Company selects a locating service provider other than one selected by Computershare, then Agent shall not
be responsible for the terms of any agreement between such provider and Company and additional fees may apply.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Pursuant to Section 2.7(c) of this Agreement, Company hereby authorizes and instructs Agent to provide to the Locating Service
Provider:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------

| | (i) | aggregate Shareholder Data including number of projected eligible Accounts, value of projected eligible Accounts (includes
sum of outstanding checks and value of Shares) in order for the Locating Service Provider to determine the feasibility of providing
in-depth search services;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | upon determination by the Locating Service Provider that an in-depth Shareholder location program will be implemented and after
notification of implementation to Company by Agent (including by e-mail):
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (1) | a complete Shareholder file (from which the Locating Service Provider will eliminate those Accounts for which a search is still
required by Rule 17Ad-17), and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | preliminary escheatment files (used to block Accounts that may not be serviced under the program based on state unclaimed property
laws); and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | view-only access (during the time a program is in place) to Shareholder Data for the limited purposes of verifying Account
information and reconcilement for program eligible Accounts.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | PLAN SERVICES.
| | -- | --------------



4.1   Trust
Company shall perform all services under the Plans, as the administrator of such Plans, with the exception of payment processing
for which Computershare has been appointed as agent by Company, and certain other services that Trust Company may subcontract to
Computershare as permitted by applicable law (e.g., ministerial services).

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4.2    To the extent Company does not have a DSPP as of the Effective
Date, Company agrees that Trust Company may implement and administer a Trust Company-sponsored DSPP on behalf of Company for the
Shares at any time during the term of this Agreement, upon providing prior written notice to Company.  In consideration of
Trust Company receiving service and transaction fees from the DSPP participants in connection with its administration of the DSPP,
Agent shall not charge any fees to Company for such administration.



4.3
   Agent shall act as agent for Shareholders pursuant to the Plans in accordance with the terms and conditions
of such Plans.



5.    
Computershare Dividend Disbursing and Payment Services.



5.1       
Declaration of Dividends. Company must provide Computershare with written notice from an Authorized Person of any declaration
of a dividend. Computershare will initiate dividend payments to the extent Computershare receives sufficient funds from Company
in advance of such initiation. The payment of such funds to Computershare for the purpose of being available for the payment of
dividends from time to time is not intended by Company to confer any rights in such funds on Shareholders whether in trust, contract,
or otherwise.



5.2        Stop Payments.
Company hereby authorizes Computershare to stop payment of checks issued in payment of sales proceeds and of dividends, if applicable,
but not presented for payment, when the payees thereof allege either that they have not received the checks or that such checks
have been mislaid, lost, stolen, destroyed or, through no fault of theirs, are otherwise beyond their control and cannot be produced
by them for presentation and collection, and Computershare shall issue and deliver duplicate checks in replacement thereof, and
Company shall indemnify Agent against any loss or damage resulting from reissuance of the checks.



5.3        Tax Withholding. 
Company hereby authorizes Computershare to deduct from all payments of sales proceeds and of dividends declared by Company and
disbursed by Computershare to Shareholders, if applicable, the tax required to be withheld pursuant to Sections 1441, 1442, 1445,
1471 through 1474, and 3406 of the Internal Revenue Code of 1986, as amended, or by any federal or state statutes subsequently
enacted, and to make the necessary returns and payment of such tax to the relevant taxing authority.  Company will provide
withholding and reporting instructions to Computershare from time to time as relevant, and upon request of Computershare.



5.4       Plan
Payments. If applicable, Company hereby authorizes Computershare to receive all payments made to Company (i.e., optional
cash purchases) or Agent under the Plans and make all payments required to be made under such Plans, including all payments required
to be made to Company. For optional cash purchases, in the event funds are unavailable for any reason (including, without limitation,
due to a rejection or reversal of the payment), Computershare shall sell the Shares purchased and any gain thereon shall accrue
to Computershare.



5.5       Bank Accounts. All funds received by Computershare under
this Agreement that are to be distributed or applied by Computershare in the performance of Services (the “Funds”)
shall be held by Computershare as agent for Company and deposited in one or more bank accounts to be maintained by Computershare
in its name as agent for Company.  Until paid pursuant to this Agreement, Computershare may hold or invest the Funds through
such accounts in: (a) obligations of, or guaranteed by, the United States of America; (b) commercial paper obligations rated A-1
or P-1 or better by Standard & Poor's Corporation (“S&P”) or Moody's Investors Service, Inc. (“Moody’s”),
respectively; (c) AAA rated money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940; or (d) demand
deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks
with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating),
Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). 
Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment
made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial
institution or other third party.  Computershare may from time to time receive interest, dividends or other earnings in connection
with such deposits or investments.  Computershare shall not be obligated to pay such interest, dividends or earnings to Company,
any Shareholder or any other party.

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6.    ADDITIOnal
Services.To the extent that Company elects to engage any entity other than Agent (“Vendor”)
to provide any additional services (e.g., plans, restricted stock, corporate actions, etc.), Company shall give Agent or
its affiliates an opportunity to bid on such services upon the same terms and conditions as Vendor.



7.    Fees and Expenses.





7.1   Fee and Service Schedules.
Company agrees to pay Agent the fees and expenses for Services performed pursuant to this Agreement as set forth in the Fee and
Service Schedule. At least sixty (60) days before the expiration of the Initial Term (as defined below) or a Renewal Term (as defined
below), whichever is applicable, the parties to this Agreement will agree upon a new fee schedule for the upcoming Renewal Term.
If no new fee schedule is agreed upon, the fees will increase as set forth in the Term Section of the Fee and Service Schedule.



7.2   Out-of-Balance
Conditions. If any out-of-balance condition caused by Company or any of its prior agents arises during any term of this Agreement,
Company will, promptly upon Agent’s request, provide Agent with funds or Shares sufficient to resolve the out-of-balance
condition.







7.3   Invoices.
Company agrees to pay all fees and expenses within 30 days of the date of the respective billing notice, except for any fees or
expenses that are subject to good faith dispute. In the event of such dispute, Company must promptly notify Agent of such dispute
and may only withhold that portion of the fee or expense subject to such dispute. Company shall settle such disputed amounts within
five (5) business days of the date on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement
is reached, then such disputed amounts shall be settled as may be required by law or legal process.



7.4   Late
Payments.

| | (a) | If any undisputed amount in an invoice of Agent is not paid within 30 days after the date of such
invoice, Agent may charge Company interest thereon (from the due date to the date of payment) at a monthly rate equal to one and
a half percent (1.5%). Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under
applicable law.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | The failure by Company to (i) pay the undisputed portion of an invoice within 90 days after the date
of such invoice or (ii) timely pay the undisputed portions of two consecutive invoices shall constitute a material breach of this
Agreement by Company. Notwithstanding terms to the contrary in Section 12.2 below, Agent may terminate this Agreement for such
material breach immediately and shall not be obligated to provide Company with 30 days to cure such breach.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7.5     Transaction
Taxes. Company is responsible for all taxes, levies, duties, and assessments levied on Services purchased under this Agreement
(collectively, “Transaction Taxes”).  Computershare is responsible for collecting and remitting Transaction
Taxes in all jurisdictions in which Computershare is registered to collect such Transaction Taxes.  Computershare shall invoice
Company for such Transaction Taxes that Computershare is obligated to collect upon the furnishing of Services.  Company shall
pay such Transaction Taxes according to the terms in Section 7.3.  Computershare shall timely remit to the appropriate governmental
authorities all such Transaction Taxes that Computershare collects from Company.  To the extent that Company provides Computershare
with valid exemption certificates, direct pay permits, or other documentation that exempts Computershare from collecting Transaction
Taxes from Company, invoices issued for Services provided after Computershare’s receipt of such certificates, permits, or
other documentation will not reflect exempted Transaction Taxes.  Computershare is solely responsible for the payment of all
personal property taxes, franchise taxes, corporate excise or privilege taxes, property or license taxes, taxes relating to Computershare’s
personnel, and taxes based on Computershare’s net income or gross revenues relating to Services.



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| | 8. | Representations and Warranties.
| | -- | -------------------------------



8.1  Agent.
Agent represents and warrants to Company that:

| | (a) | Governance. Trust Company is a federally chartered trust company duly organized, validly existing,
and in good standing under the laws of the United States and Computershare is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Delaware and each has full power, authority and legal right to execute, deliver
and perform this Agreement; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Compliance with Laws. The execution, delivery and performance of this Agreement by Agent has
been duly authorized by all necessary action, constitutes a legal, valid and binding obligation of Agent enforceable against Agent
in accordance with its terms, will not require the consent of any third party that has not been given, and will not violate, conflict
with or result in the breach of any material term, condition or provision of (i) any existing law, ordinance, or governmental rule
or regulation to which Agent is subject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or
governmental or regulatory official, body or authority applicable to Agent, (iii) Agent’s incorporation documents or by-laws,
or (iv) any material agreement to which Agent is a party.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



8.2Company.Company represents and warrants to Agent that:

| | (a) | Governance. It is a corporation duly organized, validly existing and in good standing under
the laws of the State of [STATE OF INCORPORATION], and it has full power, authority and legal right to enter into and perform
this Agreement;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Compliance with Laws. The execution, delivery and performance of this Agreement by Company
has been duly authorized by all necessary action, constitutes a legal, valid and binding obligation of Company enforceable against
Company in accordance with its terms, will not require the consent of any third party that has not been given, and will not violate,
conflict with or result in the breach of any material term, condition or provision of (i) any existing law, ordinance, or governmental
rule or regulation to which Company is subject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator
or governmental or regulatory official, body or authority applicable to Company, (iii) Company’s incorporation documents
or by-laws, (iv) any material agreement to which Company is a party, or (v) any applicable stock exchange rules;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Securities Laws. Registration statements under the 1933 Act and the 1934 Act have been filed
and are currently effective, or will be effective prior to the sale of any Shares, and will remain so effective, and all appropriate
state securities law filings have been made with respect to all Shares being offered for sale except for any Shares which are offered
in a transaction or series of transactions which are exempt from the registration requirements of the 1933 Act, 1934 Act and state
securities laws; Company will immediately notify Agent of any information to the contrary;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Shares. The Shares issued and outstanding on the date hereof are duly authorized, validly issued,
fully paid and non-assessable; and any Shares to be issued hereafter, when issued, will be duly authorized, validly issued, fully
paid and non-assessable; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | Facsimile Signatures. The use of facsimile signatures by Agent in connection with the countersigning
and registering of Share certificates has been duly authorized by Company and is valid and effective.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 9. | Indemnification and Limitation of Liability.
| | -- | --------------------------------------------



9.1   Liability. Agent
shall only be liable for any loss or damage determined by a court of competent jurisdiction to be a result of Agent’s gross
negligence or willful misconduct; provided that any liability of Agent will be limited in the aggregate to the ongoing account
management fees paid hereunder by Company to Agent during the twelve (12) months immediately preceding the event for which recovery
from Agent is being sought.

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9.2   Indemnity.
Company shall indemnify and hold Agent harmless from and against, and Agent shall not be responsible for, any and all losses, claims,
damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”)
arising out of or attributable to Agent’s duties under this Agreement or this appointment, including the reasonable costs
and expenses of defending itself against any Loss or enforcing this Agreement, except for any liability of Agent as set forth in
Section 9.1 above.



10.   
Damages. Notwithstanding anything in this Agreement to the contrary, neither party shall be liable to
the other for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited
to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility
of such damages.





11.   Confidentiality
AND DATA PRIVACY.



11.1 General. All Confidential Information of a party will
be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary
information of like kind and import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential
Information of the other party in any form to any person or entity without the other party's prior consent. However, each party
may disclose relevant aspects of the other party's Confidential Information to its officers, affiliates, agents, subcontractors
and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure
is not prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures
and controls designed to protect (a) the security and confidentiality of Confidential Information; (b) against any threats
or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of
Confidential Information. To the extent that a party delegates any duties and responsibilities under this Agreement to an agent
or other subcontractor, the party ensures that such agent and subcontractor are contractually bound to confidentiality terms consistent
with the terms of this Section 11.



11.2    Required or Permitted
Disclosure. In the event that any requests or demands are made for the disclosure of Confidential Information, other than requests
to Agent for Shareholder records pursuant to subpoenas from state or federal government authorities (e.g., probate, divorce
and criminal actions), the party receiving such request will promptly notify the other party to secure instructions from an authorized
officer of such party as to such request and to enable the other party the opportunity to obtain a protective order or other confidential
treatment, unless such notification is otherwise prohibited by law or court order. Each party expressly reserves the right, however,
to disclose Confidential Information to any person whenever it is advised by counsel that it may be held liable for the failure
to disclose such Confidential Information or if required by law or court order.



11.3   
Unauthorized Disclosure. As may be required by law and without limiting any party's rights in respect of a breach of this
Section 11, each party will promptly:

| | (a) | notify the other party in writing of any unauthorized possession, use or disclosure of the
other party's Confidential Information by any person or entity that may become known to such party;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | furnish to the other party full details of the unauthorized possession, use or disclosure;
and
| | --- | ----------------------------------------------------------------------------------------------

| | (c) | use commercially reasonable efforts to prevent a recurrence of any such unauthorized possession,
use or disclosure of Confidential Information.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------



11.4    Data Privacy.

| | (a) | Agent will not retain, use, process, or disclose Personal Information for any purpose other than (i) the specific purpose of
performing the Services specified in the Agreement on behalf of Company and the services reasonably related thereto; (ii) Agent’s
business purposes, including, without limitation, as may be defined by applicable U.S. privacy laws, or (iii) as otherwise required
or permitted by applicable law and the terms of the Agreement.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (b) | Agent will not sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing,
or by electronic or other means, any Personal Information to a third party for monetary or other valuable consideration from such
third party, except as permitted by applicable law.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Agent will reasonably assist Company to support Company’s obligations
to respond to requests of Shareholders exercising their rights under applicable U.S. privacy laws, as directed by Company and agreed
to by Agent.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





12.   Term
and Termination.



12.1   Term. The initial term of this Agreement shall be three
(3) years from the Effective Date (“Initial Term”) unless terminated pursuant to the provisions of this Section
12. This Agreement will renew automatically from year to year (each a “Renewal Term”), unless a terminating
party gives written notice to the other party not less than sixty (60) days before the expiration of the Initial Term or Renewal
Term, whichever is in effect.



12.2   Termination for Cause. This Agreement may be terminated
at any time by any party (a) upon a material breach of a representation, covenant or term of this Agreement by any other party
which is not cured within thirty (30) days after receipt of written notice thereof from the terminating party or (b) if any proceeding
in bankruptcy, reorganization, receivership or insolvency is commenced by or against any other party, such other party shall become
insolvent or shall cease paying its obligations as they become due or such other party shall make any assignment for the benefit
of its creditors.



12.3   Fees and Expenses. Upon termination or expiration of this Agreement for any reason, Company shall pay to Agent on or before the effective date
of such termination or expiration (a) all fees and expenses due and payable to Agent up to and including the date of such
termination or expiration, and (b) in connection with the movement of records, materials, and services to Company or the successor
agent, (i) all reasonable expenses and (ii) a conversion fee in an amount equal to 10% of the aggregate fees (not including
expenses) incurred by Company during the immediately preceding twelve (12) month period, for the standard conversion services
listed on the attached Exhibit A to this Agreement; provided, however, the fee under this Section 12.3(b)(ii) shall in no
event be less than $5,000.00. In the event any of the extended conversion services listed on Exhibit A are requested by Company,
the fee for each extended conversion service will be $2,500.00.



12.4   Early Termination. Notwithstanding anything in this
Agreement to the contrary, if this Agreement is terminated prior to the expiration of the then-current term (a) by Company for
any reason other than pursuant to Section 12.2 above, including but not limited to, Company’s liquidation, acquisition, merger
or restructuring, or (b) by Agent pursuant to Section 12.2 above, then, in addition to the payments required in Section 12.3 above,
Company shall pay to Agent all fees accelerated through the end of, and including all months that would have remained in, the then-current
term at the time of termination. Such fees will be calculated using the rates, volumes, and Services in effect as of the termination
date. If Company does not provide notice of early termination within the time period referenced in Section 12.1 above, Agent shall
make a good faith effort, but cannot guarantee, to convert Company’s records on the date requested by Company.



13.   Assignment.Neither
this Agreement nor any rights or obligations hereunder may be assigned by Company or Agent without the written consent of the
other, such consent not to be unreasonably withheld; provided, however, that Agent may, without further consent of Company,
assign any of its rights and obligations hereunder to any affiliated transfer agent registered under Rule 17Ac2-1 promulgated
under the 1934 Act.



| | 14. | SUBCONTRACTORS AND UNAFFILIATED THIRD PARTIES.
| | --- | ----------------------------------------------



14.1  Subcontractors.
Agent may, without further consent of Company, subcontract with (a) any affiliates, or (b) unaffiliated subcontractors for such
services as may be required from time to time (e.g., lost shareholder searches, escheatment, telephone and mailing services);
provided, however, that Agent shall be as fully responsible to Company for the acts and omissions of any subcontractor as it is
for its own acts and omissions under this Agreement.

10







14.2 
Unaffiliated Third Parties. Nothing herein shall impose any duty upon Agent in connection with or make Agent liable for
the actions or omissions to act of unaffiliated third parties (other than subcontractors referenced in Section 14.1 of this Agreement)
such as, by way of example and not limitation, airborne services, delivery services, the U.S. mails, and telecommunication companies,
provided, if Agent selected such company, Agent exercised due care in selecting the same.



| | 15. | Miscellaneous.
| | --- | --------------



15.1   Notices. Any notice
or communication by Agent or Company to the other pursuant to this Agreement is duly given if in writing and delivered in person
or sent by overnight delivery service or first-class mail, postage prepaid, to the other’s address:



|If to Company: | Firsthand Technology Vale Fund, Inc.
150 Almaden Blvd. Suite 1250
San Jose, CA 95136
Attn: Kelvin Leung                   
|-------------- | --------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                           
|If to Agent:   | Computershare Trust Company,
        N.A.
        150 Royall Street
        Canton, MA 02021
        Attn: General Counsel



15.2  
No Expenditure of Funds. No provision of this Agreement shall require Agent to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it shall believe
in good faith that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured
to it.



15.3   Successors. All
the covenants and provisions of this Agreement by or for the benefit of Company or Agent shall bind and inure to the benefit of
their respective successors and assigns hereunder.



15.4   Amendments. This
Agreement may be amended or modified by a written amendment executed by the parties hereto and, to the extent required, authorized
by a resolution of the Board of Directors of Company.



15.5Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.





15.6   Governing Law; Jurisdiction.
This Agreement shall be governed by the laws of the State of New York, without regard to principles of conflicts of law. The parties
irrevocably (a) submit to the non-exclusive jurisdiction of any New York State court sitting in New York City or the United States
District Court for the Southern District of New York in any action or proceeding arising out of or relating to this Agreement,
(b) waive, to the fullest extent they may effectively do so, any defense based on inconvenient forum, improper venue or lack of
jurisdiction to the maintenance of any such action or proceeding, and (c) waive, to the fullest extent permitted by law, all right
to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby.
Agent shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America
or any political subdivision thereof. Agent may consult with foreign counsel, at Company’s expense, to resolve any foreign
law issues that may arise as a result of Company or any other party being subject to the laws or regulations of any foreign jurisdiction.

11







15.7   Force Majeure. Agent will not be liable for any delay
or failure in performance when such delay or failure arises from circumstances beyond its reasonable control, including without
limitation acts of God, acts of government in its sovereign or contractual capacity, acts of public enemy or terrorists, acts of
civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, pandemics,
outbreaks of infectious diseases or any other public health crises, earthquakes, fire, flood, other natural disaster, quarantine
or any other employee restrictions, power shortages or failures, utility or communication failure or delays, labor disputes, strikes,
or shortages, supply shortages, equipment failures, or software malfunctions.



15.8   Third Party Beneficiaries.
The provisions of this Agreement are intended to benefit only Agent, Company and their respective permitted successors and assigns.
No rights shall be granted to any other person by virtue of this Agreement, and there are no third party beneficiaries hereof.



15.9   Survival. All provisions
regarding indemnification, warranty, liability and limits thereon, compensation and expenses and confidentiality and protection
of proprietary rights and trade secrets shall survive the termination or expiration of this Agreement.



15.10  Priorities. In
the event of any conflict, discrepancy, or ambiguity between the terms and conditions contained in this Agreement and any schedules
or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.



15.11  Merger
of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement
with respect to the subject matter hereof, whether oral or written.



15.12  No Strict
Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event
any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all parties
hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
provision of this Agreement.



15.13  Descriptive
Headings. Descriptive headings contained in this Agreement are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.



15.14  Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature
to this Agreement executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original
signature.



[The remainder of page intentionally left blank.]



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IN WITNESS WHEREOF, each of
the parties hereto has caused this Agreement to be executed by one of its officers thereunto duly authorized, all as of the Effective
Date.



|Computershare Inc. and             |                                    |                                     |        |             
|---------------------------------- | ---------------------------------- | ----------------------------------- | ------ | ------------
|Computershare Trust Company, N. A. |                                    | Firsthand Technology Value Fund Inc |       
|On Behalf of Both Entities:        |                                    |                                     |        |             
|                                   |                                    |                                     |        |             
|By:                                | Rachel Fisher                      |                                     | By:    |             
|Name:                              | Rachel Fisher                      |                                     | Name:  | Kevin Landis
|Title:                             | Sr Contract
Negotiation Specialist |                                     | Title: | President   



[SIGNATURE PAGE TO TRANSFER
AGENCY AND SERVICE AGREEMENT]



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Exhibit A

Standard and Extended Conversion
Services



|Termination Phase           | Standard Services.  $5,000.00 Minimum Fee Per Termination                                                                                                                                                                                                                                                                                                      | Extended Services.  $2,500.00 for each of the individual Services listed below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Test of Conversion Services | ·Not applicable                                                                                                                                                                                                                                                                                                                                                | ·Test
        full audit extracts files (which are either transmitted to the agent or copied on to a protected CD); test Full Registered List,
        all classes Opened and/or Closed
        ·Additional
        test audit extracts (includes all shareholder details. Control totals & codes sent w/extracts)
        ·Test
separate exchange lists for each class
        ·Test
        certificate stop list
        ·Test
        certificate legend list
        ·Test
        RPO accounts
        ·Test
        full transactions lists
        ·Test
        ACH debit list including plan shares and reinvestment code
        ·Test
        ACH credit list and secondary address list
|Final Conversion Services   | ·Full
        audit extracts
        ·Full
        registered list opened and closed
        ·Certificate
        stop list
        ·Certificate
        legend list
        ·RPO
        accounts
        ·End
        of year tax report*
        ·Parallel
        processing for up to 4 days
        ·Communications
        with new agent as applicable | ·Separate
        exchange lists for each class
        ·Full
        transactions list
        ·ACH
        Debit including plan shares and reinvestment code*
        ·ACH
        Credit list and secondary address list*
        ·1099D
        detailed report*
        ·1042S
        detailed report*
        ·Parallel
        processing for more than 4 days (each additional day is considered one extended service)                                                                                                                                                                                                                                                                     
|Post Conversion Services    | ·Certification
        letter
        ·Due
        Diligence statement
        ·3
        months post conversion
        ·Check
        extract files
        ·Check
        reports
        ·Check
        reports and extracts to CDs
        ·Communications
        with new agent as applicable                                                           | ·Not applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     







| | * | Not applicable to terminations for non-dividend payers.
| | - | -------------------------------------------------------



14