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U.S. SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 333-168195
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MARYLAND
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77-6100553
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No)
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150 Almaden Boulevard, Suite 1250
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San Jose, California
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95113
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(Address of Principal Executive Offices)
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(Zip Code)
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[ ]
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Large Accelerated Filer
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[X]
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Accelerated Filer
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[ ]
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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(Do not check if smaller reporting company)
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||||
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Class
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Outstanding at June 30, 2013
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Common Stock, $0.001 par value per share
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8,556,480
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PART I. FINANCIAL INFORMATION
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2
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Item 1.
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Financial Statements
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2
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Statements of Assets and Liabilities as of June 30, 2013 (Unaudited) and December 31, 2012
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2
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Statements of Operations (Unaudited) for the Three Months Ended June 30, 2013 and June 30, 2012, and for the Six Months Ended June 30, 2013 and June 30, 2012
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3
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Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2013 and June 30, 2012
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4
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Statements of Changes in Net Assets for the Six Months Ended June 30, 2013 (Unaudited) and for the Year Ended December 31, 2012
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5
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Selected Per Share Data and Ratios for the Six Months Ended June 30, 2013 (Unaudited), for the Year Ended December 31, 2012, and for the Period April 18, 2011 (Commencement of Operations) Through December 31, 2011
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6
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Schedule of Investments (Unaudited) as of June 30, 2013
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7
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Notes To Financial Statements (Unaudited)
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10
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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21
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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28
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Item 4.
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Controls and Procedures
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31
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PART II. OTHER INFORMATION
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32
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Item 1.
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Legal Proceedings
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32
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Item 1A.
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Risk Factors
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32
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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32
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Item 3.
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Defaults Upon Senior Securities
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32
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Item 4.
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Mine Safety Disclosures
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32
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Item 5.
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Other Information
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32
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Item 6.
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Exhibits
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32
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SIGNATURES
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33
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AS OF
JUNE 30, 2013
(UNAUDITED)
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AS OF
DECEMBER 31, 2012
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|||||||
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ASSETS
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||||||||
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Investment securities:
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||||||||
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Unaffiliated investments at acquisition cost
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$ | 67,585,707 | $ | 59,673,215 | ||||
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Affiliated investments at acquisition cost
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16,530,990 | 14,544,002 | ||||||
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Controlled investments at acquisition cost
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6,000,000 | 6,000,000 | ||||||
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Total acquisition cost
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$ | 90,116,697 | $ | 80,217,217 | ||||
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Unaffiliated investments at market value
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$ | 67,297,465 | $ | 42,858,398 | ||||
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Affiliated investments at market value
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12,347,100 | 10,330,275 | ||||||
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Controlled investments at market value
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6,000,000 | 6,000,000 | ||||||
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Total market value * (Note 6)
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85,644,565 | 59,188,673 | ||||||
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Cash**
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126,769,478 | 136,827,597 | ||||||
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Receivable for securities sold
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— | 1 | ||||||
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Receivable from interest
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1,404,300 | 1,017,214 | ||||||
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Other assets
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12,245 | 26,677 | ||||||
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Total Assets
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213,830,588 | 197,060,162 | ||||||
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LIABILITIES
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Written options, at value (proceeds $549,891, $0, respectively)***
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573,720 | — | ||||||
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Payable to affiliates (Note 4)
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1,031,777 | 990,968 | ||||||
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Consulting fee payable
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14,000 | 14,000 | ||||||
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Offering cost payable
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— | 5,090 | ||||||
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Accrued expenses and other payables
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41,052 | 129,075 | ||||||
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Total Liabilities
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1,660,549 | 1,139,133 | ||||||
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NET ASSETS
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$ | 212,170,039 | $ | 195,921,029 | ||||
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Net Assets consist of:
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||||||||
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Common Stock, par value $0.001 per share 100,000,000 shares authorized
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$ | 8,556 | $ | 8,556 | ||||
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Paid-in-capital
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217,152,025 | 217,152,025 | ||||||
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Accumulated net investment loss
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(1,876,033 | ) | — | |||||
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Accumulated net realized gains/(losses) from security transactions
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1,381,452 | (183,638 | ) | |||||
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Net unrealized depreciation on investments, other assets, warrants
transactions, and written options
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(4,495,961 | ) | (21,055,914 | ) | ||||
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NET ASSETS
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$ | 212,170,039 | $ | 195,921,029 | ||||
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Shares of Common Stock outstanding
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8,556,480 | 8,556,480 | ||||||
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Net asset value per share (Note 2)
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$ | 24.80 | $ | 22.90 | ||||
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*
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Includes warrants and purchased options whose primary risk exposure is equity contracts.
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**
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Cash composed primarily of the Fidelity Institutional Money Market Treasury Portfolio which invests primarily in U.S. Treasury securities. The yield as of 6/30/13 was 0.01%. Please see https://fundresearch.fidelity.com/mutual-funds/summary/316175504 for additional information.
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***
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Primary risk exposure is equity contracts.
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FOR THE THREE MONTHS ENDED
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FOR THE SIX MONTHS ENDED
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|||||||||||||||
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JUNE 30, 2013
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JUNE 30, 2012
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JUNE 30, 2013
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JUNE 30, 2012
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INVESTMENT INCOME
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Unaffiliated interest
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$ | 22,170 | $ | 2,376 | $ | 25,566 | $ | 5,342 | ||||||||
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Affiliated interest
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274,382 | 163,899 | 537,086 | 300,505 | ||||||||||||
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TOTAL INVESTMENT INCOME
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296,552 | 166,275 | 562,652 | 305,847 | ||||||||||||
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EXPENSES
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Investment advisory fees (Note 4)
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1,031,777 | 855,190 | 2,010,923 | 1,280,184 | ||||||||||||
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Administration and accounting fees
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30,986 | 23,760 | 61,192 | 45,540 | ||||||||||||
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Custody fees
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4,382 | 1,448 | 8,070 | 3,130 | ||||||||||||
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Transfer agent fees
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7,178 | 11,903 | 13,842 | 19,060 | ||||||||||||
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Registration and filing fees
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4,488 | 4,517 | 8,926 | 8,365 | ||||||||||||
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Professional fees
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119,175 | 68,902 | 190,339 | 151,500 | ||||||||||||
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Printing fees
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35,426 | 5,796 | 54,536 | 25,065 | ||||||||||||
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Director fees
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30,000 | 14,083 | 45,000 | 22,139 | ||||||||||||
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Other fees
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22,653 | 42,123 | 45,857 | 49,567 | ||||||||||||
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TOTAL EXPENSES
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1,286,065 | 1,027,722 | 2,438,685 | 1,604,550 | ||||||||||||
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NET INVESTMENT LOSS
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(989,513 | ) | (861,447 | ) | (1,876,033 | ) | (1,298,703 | ) | ||||||||
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Net Realized and Unrealized Gain/(Loss) on Investments:
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||||||||||||||||
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Net realized gains (losses) from security transactions
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Non-affiliated and other assets
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692 | 6,482 | (39,503 | ) | 6,482 | |||||||||||
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Net realized losses on foreign currency
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– | (2 | ) | – | (2 | ) | ||||||||||
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Net realized gains from written option transactions (1)
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386,962 | – | 1,604,593 | – | ||||||||||||
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Net change in unrealized appreciation (depreciation) on
other assets
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– | – | 27,370 | (12,493 | ) | |||||||||||
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Net change in unrealized appreciation (depreciation) on
investments and foreign currency
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13,744,886 | (10,008,493 | ) | 16,519,914 | (7,064,032 | ) | ||||||||||
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Net change in unrealized appreciation (depreciation) on
warrants transactions (1)
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51,613 | (55,484 | ) | 36,498 | (313,924 | ) | ||||||||||
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Net change in unrealized appreciation on purchased options (1)
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– | 14,105 | – | 14,105 | ||||||||||||
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Net change in unrealized depreciation on written options (1)
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(23,829 | ) | – | (23,829 | ) | – | ||||||||||
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Net Realized and Unrealized Gain (Loss) on Investments
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14,160,324 | (10,043,392 | ) | 18,125,043 | (7,369,864 | ) | ||||||||||
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Net Increase (Decrease) In Net Assets Resulting From
Operations
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$ | 13,170,811 | $ | (10,904,839 | ) | $ | 16,249,010 | $ | (8,668,567 | ) | ||||||
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Net Increase (Decrease) In Net Assets Per Share Resulting
From Operations (2)
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$ | 1.54 | $ | (1.54 | ) | $ | 1.90 | $ | (1.65 | ) | ||||||
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(1)
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Primary risk exposure is equity contracts.
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(2)
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Per share results are calculated based on weighted average shares outstanding for each period.
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FOR THE SIX MONTHS ENDED
JUNE 30, 2013 (UNAUDITED) |
FOR THE SIX MONTHS ENDED
JUNE 30, 2012 (UNAUDITED) |
|||||||
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CASH FLOWS FROM OPERATING ACTIVITIES
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||||||||
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Net increase/(decrease) in Net Assets resulting from operations
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$ | 16,249,010 | $ | (8,668,567 | ) | |||
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Adjustments to reconcile net decrease in Net Assets derived from
operations to net cash used in operating activities:
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||||||||
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Purchases of investments
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(9,912,491 | ) | (29,261,037 | ) | ||||
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Investment in purchased options
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— | (136,895 | ) | |||||
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Investment in written options
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2,154,484 | — | ||||||
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Proceeds from litigation claim
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878 | 6,480 | ||||||
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Decrease in receivable for investments sold
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1 | — | ||||||
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Increase in dividends, interest, and reclaims receivable
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(387,086 | ) | (300,504 | ) | ||||
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Decrease in segregated cash
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— | 4,640,000 | ||||||
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Increase in payable to affiliates
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40,809 | 422,316 | ||||||
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Increase in payable for securities purchased
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— | 18,791 | ||||||
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Net realized (gain)/loss from investments
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39,503 | (6,480 | ) | |||||
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Net realized gain from written options
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(1,604,593 | ) | — | |||||
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(Increase)/decrease in other assets
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14,432 | (16,243 | ) | |||||
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Increase/(decrease) in offering costs payable
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(5,090 | ) | 13,547 | |||||
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Decrease in accrued expenses and other payables
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(88,023 | ) | (147,950 | ) | ||||
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Net unrealized appreciation/(depreciation) from investments, other assets,
warrants transactions, and written options
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(16,559,953 | ) | 7,376,344 | |||||
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Net cash used in operating activities
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(10,058,119 | ) | (26,060,198 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from shares sold
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— | 127,482,805 | ||||||
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Net cash provided by financing activities
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— | 127,482,805 | ||||||
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Net change in cash
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(10,058,119 | ) | 101,422,607 | |||||
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Cash - beginning of period
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136,827,597 | 63,792,414 | ||||||
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Cash - end of period
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$ | 126,769,478 | $ | 165,215,021 | ||||
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FOR THE
SIX MONTHS ENDED
JUNE 30, 2013
(UNAUDITED)
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FOR THE
YEAR ENDED
DECEMBER 31, 2012
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FROM OPERATIONS:
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||||||||
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Net investment loss
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$ | (1,876,033 | ) | $ | (3,309,139 | ) | ||
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Net realized gains from security transactions, written and purchased
options and foreign currency
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1,565,090 | 1,072,729 | ||||||
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Net change in unrealized appreciation (depreciation) on investments, other assets,
warrants transactions, and written options
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16,559,953 | (12,952,841 | ) | |||||
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Net increase (decrease) in net assets from operations
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16,249,010 | (15,189,251 | ) | |||||
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FROM CAPITAL SHARE TRANSACTIONS:
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||||||||
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Issuance of common stock
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— | 127,482,805 | ||||||
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Net increase in net assets from capital share transactions
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— | 127,482,805 | ||||||
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TOTAL INCREASE IN NET ASSETS
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16,249,010 | 112,293,554 | ||||||
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NET ASSETS:
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||||||||
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Beginning of period
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195,921,029 | 83,627,475 | ||||||
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End of period
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$ | 212,170,039 | $ | 195,921,029 | ||||
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Accumulated Net Investment Loss
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$ | (1,876,033 | ) | $ | — | |||
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COMMON STOCK ACTIVITY:
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Shares issued
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— | 5,060,000 | ||||||
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Net increase in shares outstanding
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— | 5,060,000 | ||||||
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Shares outstanding, beginning of period
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8,556,480 | 3,496,480 | ||||||
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Shares outstanding, end of period
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8,556,480 | 8,556,480 | ||||||
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FOR THE SIX
MONTHS ENDED
JUNE 30, 2013
(UNAUDITED)
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FOR THE
YEAR ENDED
DECEMBER 31, 2012
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FOR THE
PERIOD ENDED
DECEMBER 31, 2011
(1)
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Net asset value at beginning of period
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$ | 22.90 | $ | 23.92 | $ | 27.01 | ||||||||
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Income from investment operations:
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||||||||||||||
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Net investment loss
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(0.22 | ) | (0.39 | ) | (0.41 | ) | ||||||||
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Net realized and unrealized gains (losses) on investments
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2.12 | (1.01 | ) | (2.68 | ) | |||||||||
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Total from investment operations
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1.90 | (1.40 | ) | (3.09 | ) | |||||||||
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Premiums from shares sold in offerings
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- | 0.38 | - | |||||||||||
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Net asset value at end of period
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$ | 24.80 | $ | 22.90 | $ | 23.92 | ||||||||
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Market value at end of period
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$ | 19.86 | $ | 17.44 | $ | 14.33 | ||||||||
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Total return
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Based on Net Asset Value
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8.30 | % |
(A)
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(4.26 | )% | (11.44 | )% |
(A)
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||||||
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Based on Stock Price
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13.88 | % |
(A)
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21.70 | % | (46.95 | )% |
(A)
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||||||
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Net assets at end of period (millions)
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$ | 212.2 | $ | 195.9 | $ | 83.63 | ||||||||
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Ratio of total expenses to average net assets
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2.44 | % |
(B)
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2.56 | % | 2.76 | % |
(B)
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Ratio of net investment loss to average net assets
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(1.88 | )% |
(B)
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(2.12 | )% | (2.28 | )% |
(B)
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Portfolio turnover rate
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0 | % |
(A)
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10 | % | 18 | % |
(A)
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(1)
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For the period April 18, 2011 (inception) through December 31, 2011.
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(A)
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Not Annualized.
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(B)
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Annualized.
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PORTFOLIO COMPANY
(% OF NET ASSETS)
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INDUSTRY
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TYPE OF INVESTMENT
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SHARES/ PAR VALUE ($)
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VALUE
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||||||
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FACEBOOK (7.0%)
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Social Networking
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Common Stock, Class A *
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600,000 | $ | 14,916,000 | |||||
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GILT GROUPE (1.0%)
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Internet
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Common Stock* (1)
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198,841 | 1,988,410 | ||||||
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INNOVION CORP. (0.1%)
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Services
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Preferred Stock - Series A-1 *(1)
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324,948 | 228,601 | ||||||
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Preferred Stock - Series A-2 *(1)
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168,804 | 40,884 | ||||||||
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Common Stock *(1)
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1 | 0 | ||||||||
| 269,485 | ||||||||||
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INTEVAC, INC. (1.5%)
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Other Electronics
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Common Stock *
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545,156 | 3,085,583 | ||||||
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PIVOTAL SYSTEMS (2.8%)
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Semiconductor
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Preferred Stock Warrants - Series A *(1)(2)
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1,588,468 | 32,055 | ||||||
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Equipment
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Preferred Stock Warrants - Series A *(1)(2)
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3,176,935 | 64,109 | |||||||
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Preferred Stock - Series A *(1)(2)
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7,148,814 | 5,903,837 | ||||||||
| 6,000,001 | ||||||||||
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QMAT, INC. (2.8%)
|
Advanced
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Preferred Stock Warrants - Series A *(1)(3)
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2,000,000 | 437,181 | ||||||
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Materials
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Preferred Stock - Series A *(1)(3)
|
6,000,000 | 5,562,819 | |||||||
| 6,000,000 | ||||||||||
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SILICON GENESIS
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Intellectual
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Preferred Stock -Series 1-C *(1)(2)
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82,914 | 8 | ||||||
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CORPORATION (3.0%)
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Property
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Preferred Stock -Series 1-D *(1)(2)
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850,830 | 0 | ||||||
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Preferred Stock -Series 1-E *(1)(2)
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5,704,480 | 488,874 | ||||||||
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Preferred Stock -Series 1-F *(1)(2)
|
912,453 | 108,217 | ||||||||
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Common Stock *(1)(2)
|
921,892 | 0 | ||||||||
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Preferred Stock Warrants -
Series 1-E *(1)(2)
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1,257,859 | 0 | ||||||||
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Common Stock Warrants *(1)(2)
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37,982 | 0 | ||||||||
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Common Stock Warrants *(1)(2)
|
3,000,000 | 0 | ||||||||
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Common Stock Warrants *(1)(2)
|
5,000,000 | 0 | ||||||||
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Convertible Note (1)(2) Matures
December 2014 Interest Rate 20%
|
500,000 | 500,000 | ||||||||
|
Convertible Note (1)(2) Matures
December 2014 Interest Rate 20%
|
1,000,000 | 1,000,000 | ||||||||
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Convertible Note (1)(2) Matures
December 2014 Interest Rate 20%
|
1,250,000 | 1,250,000 | ||||||||
|
Term Note (1)(2) Matures
December 2016 Interest Rate 10%
|
3,000,000 | 3,000,000 | ||||||||
| 6,347,099 | ||||||||||
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PORTFOLIO COMPANY
(% OF NET ASSETS)
|
INDUSTRY
|
TYPE OF INVESTMENT
|
SHARES
|
VALUE
|
||||||
|
SKYLINE SOLAR (0.0%)
|
Renewable Energy
|
Preferred Stock - Series C *(1)
|
793,651 | $ | 0 | |||||
|
SOLARCITY CORP. (7.6%)
|
Renewable Energy
|
Common Stock *(4)
|
426,300 | 16,101,351 | ||||||
|
SOLOPOWER, INC. (0.0%)
|
Renewable Energy
|
Preferred Stock - Series A *(1)
|
400,000 | 0 | ||||||
|
Preferred Stock - Series B *(1)
|
100,205 | 0 | ||||||||
|
Preferred Stock - Series D *(1)
|
100,000 | 0 | ||||||||
|
Preferred Stock - Series E-1 *(1)
|
190,476 | 0 | ||||||||
|
Common Stock Warrants *(1)
|
400,000 | 0 | ||||||||
| 0 | ||||||||||
|
TAPAD, INC. (0.7%)
|
Advertising
Technology
|
Preferred Stock - Series B-1 *(1)
|
140,024 | 1,499,993 | ||||||
|
TWITTER, INC. (10.9%)
|
Social Networking
|
Preferred Stock - Series B *(1)
|
194,000 | 4,435,558 | ||||||
|
Common Stock *(1)
|
812,200 | 18,569,897 | ||||||||
| 23,005,455 | ||||||||||
|
UCT COATINGS (0.2%)
|
Advanced
Materials
|
Common Stock *(1)
|
1,500,000 | 430,950 | ||||||
|
Common Stock Warrants *(1)
|
136,986 | 192 | ||||||||
|
Common Stock Warrants *(1)
|
2,283 | 1 | ||||||||
|
Common Stock Warrants *(1)
|
33,001 | 46 | ||||||||
| 431,189 | ||||||||||
|
WRIGHTSPEED, INC. (2.8%)
|
Automotive
|
Preferred Stock - Series C *(1)
|
2,267,659 | 5,999,999 | ||||||
|
TOTAL INVESTMENTS
|
||||||||||
|
(Cost $90,116,697)
|
||||||||||
|
—40.4%
|
85,644,565 | |||||||||
| 126,525,474 | ||||||||||
|
NET ASSETS — 100.0%
|
$ | 212,170,039 | ||||||||
|
PORTFOLIO COMPANY
(% OF NET ASSETS)
|
INDUSTRY
|
TYPE OF INVESTMENT
|
CONTRACTS
|
VALUE
|
||||||
|
WRITTEN OPTIONS
(proceeds ($549,891))
|
||||||||||
|
SOLARCITY CORP. (0.3)%
|
Renewable Energy
|
Written Call Options, Expiring July
20, 2013, Strike Price $39.00
|
(2,628 | ) | $ | (394,200 | ) | |||
|
Written Call Options, Expiring July 20, 2013, Strike Price $40.00
|
(1,632 | ) | (179,520 | ) | ||||||
| $ | (573,720 | ) | ||||||||
|
*
|
Non-income producing security.
|
|
(1)
|
Restricted security. Fair Value is determined by or under the direction of the Company’s Board of Directors (See note 3).
|
|
(2)
|
Affiliated issuer.
|
|
(3)
|
Controlled Investments
|
|
(4)
|
Security held in connection with open written call options.
|
|
CONTRACTS
|
PREMIUMS
RECEIVED
|
|||||||
|
Options outstanding, beginning of year
|
— | $ | — | |||||
|
Options written during period
|
56,520 | $ | 3,535,154 | |||||
|
Options closed during period
|
(48,000 | ) | $ | (2,760,641 | ) | |||
|
Options expired during period
|
(4,260 | ) | $ | (224,621 | ) | |||
|
Options outstanding, end of period
|
4,260 | $ | 549,891 | |||||
|
Warrants (Shares)
|
Written Options
(Contracts)
|
|
|
Firsthand Technology Value Fund, Inc.
|
15,605,982
|
1,420
|
|
|
(1)
|
each quarter the valuation process begins with each portfolio company or investment being initially valued by the Valuation Committee of the Advisor (as defined below) (the “Adviser Valuation Committee”) or the independent valuation firm;
|
|
|
(2)
|
the Valuation Committee of the Board on a quarterly basis reviews the preliminary valuation of the Adviser Valuation Committee and that of the independent valuation firms and makes the fair value determination, in good faith, based on the valuation recommendations of the Adviser Valuation Committee and the independent valuation firms; and
|
|
|
(3)
|
at each quarterly Board meeting, the Board considers the valuations recommended by the Adviser Valuation Committee and the independent valuation firms that were previously submitted to the Valuation Committee of the Board and ratifies the fair value determinations made by the Valuation Committee of the Board.
|
|
|
-
|
Market Approach (M): The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. For example, the market approach often uses market multiples derived from a set of comparables. Multiples might lie in ranges with a different multiple for each comparable. The selection of where within the range each appropriate multiple falls requires the use of judgment in considering factors specific to the measurement (qualitative and quantitative).
|
|
|
-
|
Income Approach (I): The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. Those valuation techniques include present value techniques and the multi-period excess earnings method, which is used to measure the fair value of certain assets.
|
|
|
-
|
Asset-Based Approach (A): The asset-based approach examines the value of a company’s assets net of its liabilities to derive a value for the equity holders.
|
|
|
Level 1
-
|
Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the date of measurement.
|
|
|
Level 2
-
|
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument in an inactive market, prices for similar instruments in an active or inactive market, interest rates, prepayment speeds, credit risks, yield curves, default rates, and similar data.
|
|
|
Level 3
-
|
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Company’s own assumptions about the assumptions a market participant would use in valuing the asset or liability based on the best information available.
|
|
LEVEL 1 QUOTED PRICES
|
LEVEL 2 OTHER SIGNIFICANT OBSERVABLE INPUTS
|
LEVEL 3 SIGNIFICANT
UNOBSERVABLE INPUTS
|
||||||||||
|
Common Stocks
|
||||||||||||
|
Advanced Materials
|
$ | — | $ | — | $ | 430,950 | ||||||
|
Internet
|
— | — | 1,988,410 | |||||||||
|
Other Electronics
|
3,085,583 | — | — | |||||||||
|
Renewable Energy
|
16,101,351 | — | — | |||||||||
|
Social Networking
|
14,916,000 | — | 18,569,897 | |||||||||
|
Total Common Stocks
|
34,102,934 | — | 20,989,257 | |||||||||
|
Preferred Stocks
|
||||||||||||
|
Advanced Materials
|
— | — | 5,562,819 | |||||||||
|
Advertising Technology
|
— | — | 1,499,993 | |||||||||
|
Automotive
|
— | — | 5,999,999 | |||||||||
|
Intellectual Property
|
— | — | 597,099 | |||||||||
|
Semiconductor Equipment
|
— | — | 5,903,837 | |||||||||
|
Services
|
— | — | 269,485 | |||||||||
|
Social Networking
|
— | — | 4,435,558 | |||||||||
|
Total Preferred Stocks
|
— | — | 24,268,790 | |||||||||
|
Asset Derivatives *
|
||||||||||||
|
Equity Contracts
|
— | — | 533,584 | |||||||||
|
Total Asset Derivatives
|
— | — | 533,584 | |||||||||
|
Convertible Notes
|
||||||||||||
|
Intellectual Property
|
— | — | 5,750,000 | |||||||||
|
Total Convertible Notes
|
— | — | 5,750,000 | |||||||||
|
Liability Derivatives*
|
||||||||||||
|
Equity Contracts
|
— | (573,720 | ) | — | ||||||||
|
Total Liability Derivatives
|
— | (573,720 | ) | — | ||||||||
|
Total
|
$ | 34,102,934 | $ | (573,720 | ) | $ | 51,541,631 | |||||
|
*
|
Asset derivatives include warrants and liability derivatives include written options.
|
|
INVESTMENTS AT FAIR VALUE USING SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
|
BALANCE
AS OF 12/31/12
|
NET
PURCHASES
|
NET
SALES
|
NET
REALIZED GAINS
|
NET UNREALIZED APPRECIATION
(DEPRECIATION)
(1)
|
TRANSFERS IN (OUT) OF
LEVEL 3
(2)
|
BALANCE
AS OF
6/30/13
|
|||||||||||||||||||||
|
Common Stocks
|
||||||||||||||||||||||||||||
|
Advanced Materials
|
$ | — | $ | — | $ | — | $ | — | $ | 430,950 | $ | — | $ | 430,950 | ||||||||||||||
|
Intellectual
Property
|
456 | — | — | — | (456 | ) | — | — | ||||||||||||||||||||
|
Internet
|
2,803,658 | — | — | — | (815,248 | ) | — | 1,988,410 | ||||||||||||||||||||
|
Renewable Energy
|
4,322,895 | — | — | — | 11,778,456 | (16,101,351 | ) | — | ||||||||||||||||||||
|
Services
|
1 | — | — | — | (1 | ) | — | — | ||||||||||||||||||||
|
Social Networking
|
13,369,647 | 412,500 | — | — | 4,787,750 | — | 18,569,897 | |||||||||||||||||||||
|
Preferred Stocks
|
||||||||||||||||||||||||||||
|
Advanced Materials
|
5,581,279 | — | — | — | (18,460 | ) | — | 5,562,819 | ||||||||||||||||||||
|
Advertising
Technology
|
— | — | — | — | 1,499,993 | — | 1,499,993 | |||||||||||||||||||||
|
Automotive
|
— | 5,999,999 | — | — | — | — | 5,999,999 | |||||||||||||||||||||
|
Intellectual
Property
|
575,261 | — | — | — | 21,838 | — | 597,099 | |||||||||||||||||||||
|
Renewable Energy
|
208,185 | — | — | — | (208,185 | ) | — | — | ||||||||||||||||||||
|
Semiconductor
|
||||||||||||||||||||||||||||
|
Equipment
|
3,933,780 | 2,000,000 | — | — | (29,943 | ) | — | 5,903,837 | ||||||||||||||||||||
|
Services
|
369,192 | — | — | — | (99,707 | ) | — | 269,485 | ||||||||||||||||||||
|
Social Networking
|
3,294,857 | — | — | — | 1,140,701 | — | 4,435,558 | |||||||||||||||||||||
|
Asset Derivatives
|
||||||||||||||||||||||||||||
|
Equity Contracts
|
510,099 | — | — | — | 23,485 | — | 533,584 | |||||||||||||||||||||
|
Convertible Bonds
|
||||||||||||||||||||||||||||
|
Intellectual
Property
|
5,750,000 | — | — | — | — | — | 5,750,000 | |||||||||||||||||||||
|
Total
|
$ | 40,719,310 | $ | 8,412,499 | $ | — | $ | — | $ | 18,511,173 | $ | (16,101,351 | ) | $ | 51,541,631 | |||||||||||||
|
(1)
|
The net change in unrealized appreciation from Level 3 instruments held as of June 30, 2013 was $
18,511,173.
|
|
(2)
|
The 180-day lock-up period on our investment in SolarCity common stock ended in Q2 ‘13.
|
|
FAIR VALUE AT 6/30/13
|
VALUATION TECHNIQUES
|
UNOBSERVABLE INPUTS
|
RANGE
(WEIGHTED AVG.)
|
||
|
Direct venture capital investments: Services
|
$0.3M
|
Market Comparable
Companies
|
EBITDA Multiple
Volatility
Risk-Free Rate
Discount for Lack of Marketability
|
6.1x
75.30%
0.66%
0.0% - 39.1%
|
|
|
Direct venture capital investments: Social Networking
|
$23.0M
|
Prior Transaction
Analysis
|
Volatility
Risk-Free Rate
Discount for Lack of Marketability
|
43.95%
0.15%
13.7%
|
|
|
Direct venture capital investments: Intellectual Property
|
$6.3M
|
Market Comparable
Companies
|
Revenue Multiple
EBITDA Multiple
Volatility
Risk-Free Rate
Discount for Lack of Marketability
|
1.3x - 1.5x
10.5x - 12.4x
53.37%
0.36%
0.0% - 28.9%
|
|
|
Direct venture capital investments: Automotive
|
$6.0M
|
Prior Transaction
Analysis
|
Volatility
Risk-Free Rate
Discount for Lack of Marketability
|
63.58%
0.66%
0.0%
|
|
|
Direct venture capital investments: Internet
|
$2.0M
|
Prior Transaction
Analysis
|
Volatility
Risk-Free Rate
Discount for Lack of Marketability
|
42.27%
0.34%
22.1%
|
|
|
Direct venture capital investments: Advanced Materials
|
$6.4M
|
Prior Transaction
Analysis
|
Volatility
Risk-Free Rate
Discount for Lack of Marketability
|
54.31% - 55.33%
1.38%
0.0% - 41.6%
|
|
|
Market Comparable
Companies
|
EBITDA Multiple
|
6.2x - 6.3x
|
|||
|
Direct venture capital
investments: Semiconductor Equipment
|
$6.0M
|
Prior Transaction
Analysis
|
Volatility
Risk-Free Rate
Discount for Lack of Marketability
|
54.17%
0.66%
0.0% - 34.8%
|
|
|
Direct venture capital investments: Advertising
Technology
|
$1.5M
|
Prior Transaction
Analysis
|
Volatility
Risk-Free Rate
Discount for Lack of Marketability
|
51.54%
0.36%
0.0%
|
|
PURCHASES AND SALES
|
||||
|
Purchases of investment securities
|
$ | 9,912,491 | ||
|
Proceeds from sales and maturities of investment securities
|
$ | — | ||
|
SHARES/PAR ACTIVITY
|
||||||||||||||||||||||||||||||||
|
AFFILIATE/
CONTROLLED INVESTMENT*
|
BALANCE AT 12/31/12
|
PURCHASES/
GRANTS
|
SALES/
MATURITY/
EXPIRATION
|
BALANCE AT 6/30/13
|
REALIZED GAIN (LOSS)
|
INTEREST
|
VALUE
6/30/13
|
ACQUISITION COST
|
||||||||||||||||||||||||
|
Pivotal Systems, Series A
Warrants
|
— | 1,588,468 | — | 1,588,468 | $ | — | $ | — | $ | 32,055 | $ | — | ||||||||||||||||||||
|
Pivotal Systems, Series A
|
4,765,876 | 2,382,938 | — | 7,148,814 | — | — | 5,903,837 | 6,000,000 | ||||||||||||||||||||||||
|
Pivotal Systems, Series A
Warrants
|
3,176,935 | — | — | 3,176,935 | — | — | 64,109 | — | ||||||||||||||||||||||||
|
QMAT, Series A*
|
6,000,000 | — | — | 6,000,000 | — | — | 5,562,819 | 6,000,000 | ||||||||||||||||||||||||
|
QMAT, Series A
Warrant*
|
2,000,000 | — | — | 2,000,000 | — | — | 437,181 | — | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Common
|
911,892 | 10,000 | — | 921,892 | — | — | — | 169,045 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Convertible Note
|
1,250,000 | — | — | 1,250,000 | — | 198,490 | 1,250,000 | 1,610,753 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Convertible Note
|
500,000 | — | — | 500,000 | — | 66,408 | 500,000 | 500,000 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Convertible Note
|
1,000,000 | — | — | 1,000,000 | — | 121,671 | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Term Note
|
3,000,000 | — | — | 3,000,000 | — | 150,517 | 3,000,000 | 3,000,000 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Common Warrant
|
37,982 | — | — | 37,982 | — | — | — | 6,678 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Common Warrant
|
5,000,000 | — | — | 5,000,000 | — | — | — | — | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Common Warrant
|
3,000,000 | — | — | 3,000,000 | — | — | — | — | ||||||||||||||||||||||||
|
SHARES/PAR ACTIVITY
|
||||||||||||||||||||||||||||||||
|
AFFILIATE/
CONTROLLED INVESTMENT*
|
BALANCE AT 12/31/12
|
PURCHASES/
GRANTS
|
SALES/
MATURITY/
EXPIRATION
|
BALANCE AT 6/30/13
|
REALIZED GAIN (LOSS)
|
INTEREST
|
VALUE
6/30/13
|
ACQUISITION COST
|
||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Series 1-C
|
82,914 | — | — | 82,914 | $ | — | $ | — | $ | 8 | $ | 109,518 | ||||||||||||||||||||
|
Silicon Genesis Corp.,
Series 1-D
|
850,830 | — | — | 850,830 | — | — | — | 431,901 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Series 1-E
|
5,704,480 | — | — | 5,704,480 | — | — | 488,874 | 2,946,535 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Series 1-E Warrant
|
94,339 | — | 94,339 | — | (13,012 | ) | — | — | — | |||||||||||||||||||||||
|
Silicon Genesis Corp.,
Series 1-E Warrant
|
1,257,859 | — | — | 1,257,859 | — | — | — | 173,500 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Series 1-F
|
912,453 | — | — | 912,453 | — | — | 108,217 | 583,060 | ||||||||||||||||||||||||
|
Total Affiliates and
Controlled Investments
|
$ | 18,347,100 | $ | 22,530,990 | ||||||||||||||||||||||||||||
|
Total Affiliates
|
$ | 12,347,100 | $ | 16,530,990 | ||||||||||||||||||||||||||||
|
Total Controlled
Investments
|
$ | 6,000,000 | $ | 6,000,000 | ||||||||||||||||||||||||||||
|
*
|
Controlled investment.
|
|
Three Months Ended
June 30, 2013
|
||||
|
Realized gains
|
$ | 387,654 | ||
|
Net change in unrealized depreciation on investments
|
$ | 13,772,670 | ||
|
Net realized and unrealized gain on investments
|
$ | 14,160,324 | ||
|
As of June 30, 2013
|
||||
|
Gross unrealized appreciation on portfolio investments
|
$ | 15,872,720 | ||
|
Gross unrealized depreciation on portfolio investments
|
$ | (20,344,852 | ) | |
|
Net unrealized depreciation on portfolio investments
|
$ | (4,472,132 | ) | |
|
Three Months Ended
June 30, 2012
|
||||
|
Realized gains
|
$ | 6,480 | ||
|
Net change in unrealized depreciation on investments
|
$ | (10,049,872 | ) | |
|
Net realized and unrealized gain on investments
|
$ | (10,043,392 | ) |
|
As of June 30, 2012
|
||||
|
Gross unrealized appreciation on portfolio investments
|
$ | 286,566 | ||
|
Gross unrealized depreciation on portfolio investments
|
$ | (15,753,490 | ) | |
|
Net unrealized depreciation on portfolio investments
|
$ | (15,466,924 | ) | |
|
Six Months Ended
June 30, 2013
|
||||
|
Realized gains
|
$ | 1,565,090 | ||
|
Net change in unrealized depreciation on investments
|
$ | 16,559,953 | ||
|
Net realized and unrealized gain on investments
|
$ | 18,125,043 | ||
|
As of June 30, 2013
|
||||
|
Gross unrealized appreciation on portfolio investments
|
$ | 15,872,720 | ||
|
Gross unrealized depreciation on portfolio investments
|
$ | (20,344,852 | ) | |
|
Net unrealized depreciation on portfolio investments
|
$ | (4,472,132 | ) | |
|
Six Months Ended
June 30, 2012
|
||||
|
Realized gains
|
$ | 6,480 | ||
|
Net change in unrealized depreciation on investments
|
$ | (7,376,344 | ) | |
|
Net realized and unrealized gain on investments
|
$ | (7,369,864 | ) | |
|
As of June 30, 2012
|
||||
|
Gross unrealized appreciation on portfolio investments
|
$ | 286,566 | ||
|
Gross unrealized depreciation on portfolio investments
|
$ | (15,753,490 | ) | |
|
Net unrealized depreciation on portfolio investments
|
$ | (15,466,924 | ) | |
|
|
•
|
On July 1, 2013, we acquired a $300,000 term note of Telepathy, Inc. at a cost of $300,000. Telepathy, Inc. is a wearable device company, currently devloping Telepathy One, a wireless, wearable social communication headset.
|
|
|
•
|
On July 10, 2013, we acquired another 140,024 shares of TapAd, Inc. at a cost of approximately $1.5 million. TapAd, Inc. is an advertising technology company that enables digital advertisers to deliver targeted advertisements to users across multiple devices (i.e., desktop, mobile, tablet).
|
|
|
•
|
On July 10, 2013, we acquired 512,820 shares of Sunrun, Inc. at a cost of approximately $5.0 million. Sunrun, Inc. is a solar financing company offering solar leases and power purchase agreements to homeowners.
|
|
|
•
|
On July 12, 2013, we acquired 1,800,000 shares of IO NewCo, Inc. at a cost of approximately $1.8 million. IO NewCo, Inc. is a special-purpose subsidiary created to provide debt financing to a medical device company.
|
|
|
•
|
On July 15, 2013, we sold 85,300 shares of SolarCity, Inc. at a value of approximately $3.3 million.
|
|
|
•
|
On July 18, 2013, we sold 100 shares of SolarCity, Inc. at a value of approximately $4,000.
|
|
|
•
|
On July 19, 2013, we sold 340,600 shares of SolarCity, Inc. at a value of approximately $13.4 million.
|
|
|
•
|
On July 26, 2013, we sold 300 shares of SolarCity, Inc. at a value of approximately $12,000.
|
|
|
•
|
On August 7, 2013, we acquired 5,000,000 shares of Telepathy, Inc. at a cost of appoximately $5.0 million.
|
|
|
•
|
On August 8, 2013, Telepathy, Inc. repaid the $300,000 term note plus interest accrued.
|
|
(a) Evaluation of Disclosure Controls and Procedures
|
As of the end of the period covered by this Quarterly Report on Form 10-Q, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
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(b) Changes in Internal Control Over Financial Reporting
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There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, that occurred during the fiscal quarter ended June 30, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Exhibit
Number
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Description
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31.1
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Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.
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Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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FIRSTHAND TECHNOLOGY VALUE FUND, INC.
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(Registrant)
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Dated: August 9, 2013
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/s/ Kevin Landis
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Kevin Landis
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Chief Executive Officer and Chief Financial Officer
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Exhibit
Number
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Description
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|
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31.1
|
Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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|
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31.2
|
Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
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32.
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Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|