SecProbe.io

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 filename1.htm

 sccv20250623_corresp.htm

 June 24, 2025

 VIA EDGAR CORRESPONDENCE

 Securities and Exchange Commission

 100 F Street, NE
Washington, DC 20549

 Re: Firsthand Technology Value Fund, Inc.
 File No. 814-00830

 Ladies and Gentlemen:

 On behalf of the Technology Value Fund, Inc. (the “Registrant”), we hereby respond to the oral comments provided on May 7, 2025, by Megan Miller of the staff (the “Staff”) of the Securities and Exchange Commission with respect to the Registrant’s annual report on Form 10-K for its fiscal year ended December 31, 2024 (the “Annual Report”). The Registrant acknowledges the Staff’s standard disclaimer that the Registrant’s disclosure remains its own responsibility notwithstanding comments by the Staff.

 The Registrant’s responses to the comments are provided below. We have restated the substance of those comments to the best of our understanding. We have consulted with the Registrant in preparing and submitting this response letter.

 1. Comment : The reconciliation of changes in unrealized appreciation and depreciation for investments held at period end should be shown by class, not in the aggregate. Please see Accounting Standards Codification (ASC) paragraph 820-10-50-1(b).

 Response : Comment accepted. The Registrant’s next annual report will further break-out this information by class rather than present it in the aggregate.

 2. Comment : Please separately disclose the effect of exchange rates on cash in the report on the reconciliation in the changes to total cash, as part of the Statement of Cash Flows. Please see Accounting Standards Codification (ASC) paragraph 830-230-45-1.

 Response : Comment accepted. The Registrant will include expanded disclosure going forward that separately discloses the effect of exchange rates, if any, on cash reconciliation.

 3. Comment : The Staff notes that the adviser has waived or reimbursed expenses in excess of the total expenses for the most recent fiscal year, which has produced a negative expense figure. The Staff reminds the Registrant that reimbursements should be based on the facts that gave rise to the reimbursement. Please explain why the accounting treatment is appropriate and provide supporting accounting authority or guidance.

 Response : Comment accepted.

 The Registrant has been accruing management fees based on the investment management agreement it entered into with Firsthand Capital Management, Inc. (“FCM”). The base management fee is calculated at an annual rate of 2.00% of the Registrant’s gross assets. Accordingly, the Registrant recorded an expense and a liability (payable to FCM) for the fee that was calculated. That treatment matches with revenue and expense figures, and was reflected in the net asset value.

 In March 2024 the Registrant and FCM entered into an agreement to waive certain fees FCM was otherwise entitled to receive under that investment management agreement. The portion of the accrued base management fee that FCM agreed to waive was $3 million. This amount was recorded by the Registrant in 2024 as a reduction of the liability for the accrued management fees and a waiver and shown on the Consolidated Statements of Operations, because the agreement was dated March 2024. The fees that were waived relate to years prior to 2024 (rather than the current year), thereby creating a negative expense figure.

 4. Comment : Some of the XBRL tagging is missing or otherwise not correct, such as information about net assets and GAAP stockholders ’ equity. Please review and correct that tagging, as needed.

 Response : Comment accepted. The Registrant will review and correct that tagging going forward.

 * * * * *

 Please contact the undersigned at (415) 856-7007 with comments and questions.

 Very truly yours,

 David A. Hearth

 for PAUL HASTINGS LLP

 cc: Firsthand Capital Management, Inc.

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Paul Hastings LLP

101 California Street, Forty-Eighth Floor

San Francisco, California 94111

telephone (415) 856-7000

facsimile (415) 856-7100

www.paulhastings.com

March 17, 2023

VIA EDGAR correspondence

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Firsthand Technology Value Fund, Inc.

File No. 814-00830

Ladies and Gentlemen:

On behalf of the Technology Value Fund, Inc. (the “Registrant”),
we hereby respond to the oral comments provided on November 29, 2022, and follow-up comments and discussions in December 2022, January
2023 and February 2023, by Megan Miller of the staff (the “Staff”) of the Securities and Exchange Commission with respect
to the Registrant’s annual report on Form 10-K for its fiscal year ended December 31, 2021 (the “Annual Report”). The
Registrant acknowledges the Staff’s standard disclaimer that the Registrant’s disclosure remain its own responsibility notwithstanding
comments by the Staff.

The Registrant’s responses to the comments are provided below. We
have restated the substance of those comments to the best of our understanding. We have consulted with the Registrant in preparing and
submitting this response letter.

1. Comment: The list
of affiliates in which the Company invests should be categorized as specified by Instruction 2 of Regulation S-X 12-12.

Response: Comment accepted. The Registrant’s next annual report
will further categorize the affiliated portfolio investment by industry rather than merely alphabetically.

2. Comment:
Please supplementally explain why disclosure was not provided with respect to the impact on valuation of changes to unobservable inputs,
which disclosure should be specific to each unobservable input and the impact of increases or decreases of that input. Please see Accounting
Standards Codification (ASC) paragraph 820-10-50-2(g) and Section 7.228 of the AICPA Audit Guide. This question relates to the expansion
of disclosure that would be specific to each unobservable input.

Response: Comment accepted. The Registrant will include expanded
disclosure going forward about the impact on fair value measurements from increases or decreases in the various specified quantified unobservable
inputs, such as is illustrated in the cited section of that Audit Guide.

3. Comment:
The total return performance information provided does not clearly specify whether it is based on net asset value rather that the market
price of the shares. Please include a footnote that specifies which is used, and include a footnote disclosing total return based on
net asset value. Please also explain the difference between net asset value per share and market price per share. Please refer to Form
N-2, Item 4, instructions 13 and 14.

LEGAL_US_W # 114604209.8

Securities and Exchange Commission

March 17, 2023

Page 2

Response: Comment accepted. The Registrant will include
that disclosure going forward.

4. Comment: The notes
to the financial statements do not disclose whether particular holdings are non-qualifying investments for a business development company,
and the implications of non-qualification, as required by Form N-2, Item 8.6(c), Instruction 1.b.

Response: Comment accepted. The Registrant will include that disclosure
going forward.

5. Comments:

(a) Please confirm that the
receivables shown as assets, specifically interest and dividends receivable from portfolio investments, are current and there are no doubts
on the ability to collect those amounts. Specifically, the balance sheet as of December 31, 2021, shows approximately $11.5 million of
dividends and interest receivable and the statement of operations for the year then ended shows approximately $6.3 million of investment
income, but nothing has been collected to date.

(b) Additionally, please supplementally
describe the Registrant’s process for assessing the collectability of interest and dividends, and state the frequency of that assessment
process. Please also explain the impact on the Registrant’s accrual with respect to a particular holding when the portfolio company
misses a payment. Please confirm whether the Registrant informs its independent auditors on a current basis as these events occur, such
as a missed payment or a change in a collectability assessment. With respect to future shareholder reports, please state the percentage
of investments that are characterized as non-accrual holdings. In addition, please include a list of companies that have been placed on
non-accrual status.

(c) Please supplementally explain
whether the interest accrued on the convertible notes held by the Registrant should be treated as interest receivable or payment-in-kind
(PIK) items. Please cite relevant authority from Generally Accepted Accounting Principles (GAAP) and the terms of the applicable debt
or note agreements to support the treatment used.

Response: Comment accepted. On a quarterly basis in connection with
the Registrant’s valuation process and receipt of a report from the third-party valuation firm, the Registrant assesses the collectability
of interest and dividends based on the condition of each underlying portfolio company, the seniority of the obligations to the Registrant
and other factors. Those amounts are discounted or removed when collection becomes doubtful in the judgment of the Registrant. The Registrant
believes that it is important to recognize that its typical portfolio debt investments are made in the form of convertible notes where
interest and principal are not payable until the maturity of the note, if not converted into equity. Therefore, the absence of quarterly
(or other regular) payment obligations with respect to those notes means that the use of non-accrual status for those investments would
not be appropriate. During the quarterly review and annual audit process, management discusses with the independent auditors the valuation
results, which includes how related interest receivable balances were affected.

LEGAL_US_W # 114604209.8

Securities and Exchange Commission

March 17, 2023

Page 3

The FASB ASC Master Glossary defines PIK bonds as those in which the issuer
has the option at each interest payment date of making interest payments in cash or additional debt securities. PIK notes usually have
the same terms, including maturity dates and interest rates, as the original bonds. Under the terms of the notes in which the Registrant
typically invests, payment of interest occurs at the maturity of the debt and the issuer does not have the option to pay in kind.

By way of typical example, the convertible notes for IntraOp Medical Corporation
provide as follows (relevant excerpts):

Payment Schedule. Subject to Section 8, interest shall accrue on
this Secured Convertible Note in accordance with the terms hereof, but neither such interest nor any principal shall be due and payable
until the Maturity Date.

Form of Payment. All payments of interest and principal shall be
in lawful money of the United States of America to Holder, at the address specified on the signature page hereto, or at such other address
as may be specified from time to time by Holder in a written notice delivered to Payor.

By way of further example, the convertible note for Hera Systems, Inc.
provides as follows (relevant excerpts):

Maturity. Unless sooner paid in accordance with the terms hereof,
the entire unpaid balance of principal and all unpaid accrued interest shall become fully due and payable on the earlier of (i) December
31, 2024, or (ii) the acceleration of the maturity of this Secured Note by the Holder upon the occurrence of an Event of Default . . .
.

Time and Form of Payment. Interests [sic] shall be paid
monthly in accordance with the schedule set forth in Exhibit A. Principal shall be paid on Maturity. All payments of interest and principal
shall be in lawful money of the United States of America to Holder, at the address specified below . . . .

In neither case can the issuer of these convertible notes elect to pay
its obligations of interest or principal with additional debt securities.

The Registrant will, in future financial statements, indicate the portion
of holdings for which an interest adjustment has been made and will footnote that information in the Schedule of Investments.

6. Comment: Please confirm
that, if separate financial statements for a subsidiary are not available or provided as required by Rule 3-09 of Regulation S-X (17 C.F.R.
§ 210.3-09) for an unconsolidated subsidiary, then summary financial information is provided as required by Rule 4-08(g) of Regulation
S-X (17 C.F.R. § 210.4-08(g)). Please also amend the Registrant’s Form 10-K to include the financial statements for an unconsolidated
subsidiary when those financial statements required by Rule 3-09 become available.

LEGAL_US_W # 114604209.8

Securities and Exchange Commission

March 17, 2023

Page 4

Response: Comment acknowledged. The Registrant intends to provide
summarized financial information as required by Rule 4-08(g) of Regulation S-X, and undertakes to file an amendment to its Form 10-K to
include the financial statements required by Rule 3-09 when they become available.

* * * * *

Please contact the undersigned at (415) 856-7007 with comments and questions.

Very truly yours,

David A. Hearth

for PAUL HASTINGS LLP

cc: Firsthand Capital Management, Inc.

LEGAL_US_W # 114604209.8

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Paul Hastings LLP

101 California Street, Forty-Eighth Floor

San Francisco, California 94111

telephone (415) 856-7000

facsimile (415) 856-7100

www.paulhastings.com

    April 26, 2022

VIA EDGAR correspondence

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Firsthand Technology Value Fund, Inc.

File No. 814-00830

Ladies and Gentlemen:

On behalf of the Firsthand Technology Value Fund, Inc. (the “Registrant”),
we hereby respond to the oral comments provided on April 8, 2022 by Daniel Greenspan of the staff (the “Staff”) of the Securities
and Exchange Commission with respect to the Registrant’s preliminary proxy statement (the “Proxy Statement”) filed on
March 29, 2022.

The Registrant acknowledges the Staff’s standard disclaimer
that the Registration remains responsible for its disclosure notwithstanding comments from the Staff.

The Registrant’s responses to the comments are provided below.
We have restated the substance of those comments to the best of our understanding. We have consulted with the Registrant in preparing
and submitting this response letter.

1.       Comment: The
preliminary proxy statement does not state whether appraisal rights are applicable.

Response: Comment accepted. The Registrant has added a statement
that appraisal rights are not applicable to any proposal in the proxy statement.

2.       Comment: The
proxy statement does not disclose why the dissident stockholder’s nomination of himself was defective under the by-laws. In particular,
please state the following: (a) the requirement timeline in the by-laws, (b) the applicable requirements in the by-laws and (c) why the
nomination by that dissident stockholder was not in compliance.

Response: Comment accepted. The Registrant has added that
disclosure.

3.       Comment: In
the Q&A section, please explain in plain English the meaning of a plurality of votes where that term is used.

Response: Comment accepted. The Registrant has added the
requested disclosure.

4.       Comment:
On page 9, please confirm that Mr. Petredis has no other directorships that need to be disclosed—the use of the word “current”
in the table is confusing. Please delete it.

Securities and Exchange Commission

April 26, 2022

Page 2

Response: Comment accepted. The Registrant has corrected
that disclosure.

5.       Comment:
With respect to proposal number 3, in management’s response, please address the material items from Item 22(c) in Schedule 14A
about the advisory agreement.

Response: Comment accepted. The Registrant has added the
requested disclosure.

6.       Comment: In
the opposing statement, please correct that there is only one advisory agreement in effect to which the proposal applies. Please also
moderate the statement that Mr. Chambers is “an opportunistic dissident stockholder seeking quick short-term gains at the expense
of long-term shareholders.” Further, please either support or remove the statement that Mr. Chambers seeks to orphan the Company.

Response: Comment accepted. The Registrant has revised and
moderated the disclosure in question.

7.       Comment: In
the section entitled “Certain Relationships and Related Party Transactions” please provide a statement and a cross-reference
that the ownership of the investment adviser is disclosed elsewhere.

Response: Comment accepted. The Registrant has added the
requested disclosure.

8.       Comment: Please
complete the bracketed dates on pages 26 and 27 about stockholder proposals.

Response: Comment accepted. The Registrant has added the
requested disclosure.

* * * * *

Please contact the undersigned at (415) 856-7007 with comments and
questions.

Very truly yours,

  /s/ David A. Hearth

David A. Hearth

for PAUL HASTINGS LLP

cc: Firsthand Capital Management, Inc.

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Paul Hastings LLP

101 California Street, Forty-Eighth Floor

San Francisco, California 94111

telephone (415) 856-7000

facsimile (415) 856-7100

www.paulhastings.com

August 11, 2020

VIA EDGAR correspondence

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Firsthand Technology Value Fund, Inc.

File No. 814-00830

Ladies and Gentlemen:

On behalf of the Technology Value Fund, Inc. (the “Registrant”),
we hereby respond to the oral comments provided in June 2020 by Megan Miller of the staff (the “Staff”) of the Securities
and Exchange Commission with respect to the Registrant’s annual report on Form 10-K for its fiscal year ended December 31,
2019 (the “Annual Report”). As requested by Ms. Miller, a draft of this response letter was provided before filing,
and she had no objection to the submission of this response
letter.

The Registrant’s responses to the comments are provided below.
We have restated the substance of those comments to the best of our understanding. We have consulted with the Registrant in preparing
and submitting this response letter.

1. Comment: The
Consolidated Statement of Assets and Liabilities shows a consulting fee payable at year end, but there is no corresponding expense
shown in the Consolidated Statement of Operations. Please explain that inconsistency.

Response: Comment acknowledged. The liability for consulting fees is included in the “Professional fees” shown in the Consolidated Statements of Operations.
Those professional fees include auditing and tax services, legal fees and technical and other consulting fees.

2. Comment: The
notes to the financial statements do not include the disclosure required by Accounting Standards Codification (ASC) paragraph 820-10-50-2(g).

Response: Comment accepted. The Registrant will include that disclosure going forward, which will be similar to the following disclosure:

Changes
in any of our unobservable inputs, individually, may change the fair value of certain of the Company’s investments.

Due to the inherent
uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s
investments may fluctuate from period to period. Additionally, the fair value of the Company’s investments may differ significantly
from the values that would have been used had a ready market existed for such investments and may differ materially from the values that
the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise
are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation
sale, it could realize significantly less than the value at which the Company has recorded it.

In addition, changes in the market environment
and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments
to be different than the unrealized gains or losses reflected in the valuations currently assigned.

3. Comment: The
notes to the financial statements do not include the disclosure required by Accounting Standards Codification (ASC) paragraph 820-10-50-2(d).
That disclosure is shown in aggregate; please provide that disclosure by asset class under Generally Accepted Accounting Principles
(GAAP).

Response: The Registrant will include that disclosure going
forward. The Registrant will show subtotals on a roll-forward basis for level three securities for each asset class that will provide details for
the total gains and losses broken down by each asset class.

*     *     *     *    *

Securities and Exchange Commission

August 11, 2020

Page 2

Please contact the undersigned at (415) 856-7007 with comments and
questions.

Very truly yours,

/s/ David A. Hearth

David A. Hearth

for PAUL HASTINGS LLP

 cc: Firsthand Capital Management, Inc.

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Firsthand Technology Value Fund, Inc.

150 Almaden Blvd., Ste. 1250

San Jose, CA 95113

www.firsthandtvf.com

Via EDGAR

Ms. Sheila Stout

Staff Accountant

Disclosure Review Office

Division of Investment Management

U.S. Securities and Exchange Commission

3 World Financial Center

New York, N.Y. 10281

November 22, 2017

 Re: Firsthand Technology Value Fund, Inc. (the “Company” or the “Registrant”); File No: 814-00830

Dear Ms. Stout:

Pursuant to our telephone conversation on October
16, 2017, the following are our responses to your oral comments to the December 31, 2016 Annual Report of Shareholders of Firsthand
Technology Value Fund, Inc. filed on Form 10-K on March 14, 2017.

Comment 1: Item 7 of the Registrant’s
Form 10-K. Please discuss competitive landscape in the area of middle market debt, add the percent of the debt market occupied
by rivals and include whether consideration was given to naming rivals. (Reg. S-K Item 101 (c)(1)(x)).

The Registrant respectfully submits that our
existing disclosure complies with the relevant S-K requirements.

Unlike most business development companies,
we focus our investments primarily in venture capital investments (including venture capital equity and venture capital equity-like
and hybrid securities such as convertible debt). We, therefore, do not compete with the majority of business development companies,
most of which have a focus on debt securities, including middle market debt securities. We do not invest in middle market securities.
We discuss our competitive landscape on page 10 of Form 10-K under the section titled “Competition”.

Comment 2: Item 7 of the Registrant’s
Form 10-K. Regulation S-K Item 303 (a)(1) to (a)(5) requires registrants to discuss their financial condition, and changes in condition
and results of operations. Make sure the required disclosures are included. Provide all the information necessary for investors
to understand the financial conditions of the Registrant.

November 22, 2017

Page 2

Comment accepted. Going forward, the Registrant
will revise its disclosures to enhance its disclosure in response to Item 303. To illustrate that change, for the December 31,
2016 Form 10-K, that section would have been revised to read as follows:

Liquidity and Capital Resources

Our liquidity and capital resources are generated
primarily from sales or liquidation proceeds of our investments. In management’s view, we have sufficient liquidity and capital
resources to pay our operating expenses and conduct investment activities over the next twelve months.

Our primary uses of cash are to make investments,
pay our operating expenses and make distributions to our stockholders. For the years ended December 31, 2016, 2015, and 2014, our
operating expenses were $4,713,526, $5,027,495, and $7,803,892, respectively.

For the year ended December 31, 2016, our total
cash reserves and liquid securities decreased approximately 34%, primarily due to the purchase of our unrestricted portfolio investments.
We believe that even with this decrease, our current liquid assets are sufficient to meet the Company’s short-term financing
needs.

During the year ended December 31, 2016, cash
and cash equivalents increased to $6,682,097 at the end of the year, from $1,767,286 at the beginning of the year. The increase
in cash and cash equivalents primarily resulted from the net sales of our investments.

Comment 3: Item 7 of the Registrant’s
Form 10-K. Discuss benchmark and performance comparison, and explain why the Registrant’s performance is poor as compared
to the benchmark.

Comment accepted. Going forward, the Registrant
will add below the Performance Graph disclosure similar to that provided below to discuss benchmark and performance comparison,
as well as to explain (when appropriate) why the Registrant’s performance is poor as compared to the benchmark.

“We, however, do not believe either the
S&P 500 Index or the NASDAQ Composite Index to be appropriate comparable indices of the Company’s benchmark results.
The Company is a publicly traded venture capital fund that invests primarily in private and micro cap technology companies. The
S&P 500 Index and the NASDAQ Composite Index are both indices of publicly traded large capitalization companies, with performance
predominantly driven by the largest companies in the index. Nevertheless, we do not believe there is currently a widely accessible
and generally accepted index that tracks publicly traded venture capital funds. When compared to the S&P 500 Index and the
NASDAQ Composite Index, we have underperformed those broad market indices because equity securities of the private companies in
our portfolio have not appreciated substantially during the recent bull market for publicly traded stocks.”

November 22, 2017

Page 3

Comment 4: Item 7 of the Registrant’s
Form 10-K. Discuss whether consideration was given to the impact on the portfolio due to technology sector trends and uncertainties,
including price declines in the technology sector, if any (Reg. S-K Item 303(a)(3)(ii).

Comment accepted. Going forward, the Registrant
will amend its disclosures to address trends in the technology sector that may impact the Fund’s portfolio.

Comment 5: The Registrant’s Consolidated
Schedule of Investments in the Form 10-K dated December 31, 2016 indicates that Turn, Inc. is held in a subsidiary, but this was
not the holding structure used in the 2015 Form 10-K. In correspondence, clarify the change in holding structure.

Turn, Inc. was held directly by the Company
as of December 31, 2015. In 2016, the Company, in order to comply with certain IRS diversification requirements, created certain
wholly owned subsidiaries that are controlled foreign corporations as defined under the Internal Revenue Code. Turn, Inc., and
a number of other portfolio holdings were transferred from the Registrant to the Registrant’s wholly owned subsidiaries.
Since those subsidiaries are wholly owned subsidiaries, they are consolidated for financial reporting purposes and are disclosed
on a consolidated basis with the Registrant’s other portfolio holdings.

Comment 6: Financial Highlights of the
Registrant’s Form 10-K. From 2015 to 2016 there was a significant drop in market value and there was no royalty income in
2016. Did either of the above have any bearing on the creation of the subsidiaries?

Neither the market value drop or the removal
of royalty income had any bearing on the creation of the subsidiaries. There was no royalty income in 2016 because of a company
specific event in the one royalty-earning private company that the Registrant owns, unrelated to the Registrant’s holding
structure.

The drop in market value that happened in 2015
followed a substantial issuer tender offer by the Company that was completed in late January 2015. After the tender offer was completed,
our stock price fell dramatically for a sustained period as interest in the Registrant’s stock waned.

Comment 7: Consolidated Statement of Operations
of the Registrant’s Form 10-K. Explain why the Registrant has compliance expenses in 2016 but none in 2015.

Effective 2016, the Registrant started paying
compensation to the Registrant’s Chief Compliance Officer, as approved by the Registrant’s board of directors in accordance
with Rule 38a-1 under the Investment Company Act of 1940, as amended, which is the reason for the compliance expense.

Comment 8: Schedule of Investments of
the Registrant’s Form 10-K. Ensure that all required disclosures are included for restricted securities (Regulation S-X article
12).

November 22, 2017

Page 4

Comment accepted. Going forward, we will include
a table of investments in restricted securities.

Comment 9: Note 6 of the Registrant’s
Form 10-K. Discuss how often the Valuation Committee receives information from an independent valuation firm.

Comment accepted. Going forward, the Registrant
will amend its disclosures to clarify that the Valuation Committee receives information from an independent valuation firm once
a quarter.

Comment 10: Unobservable Input Chart of
the Registrant’s Form 10-K. Include range and weighted average of the unobservable input.

Comment accepted. Going forward, the Registrant
will include range and weighted average of the unobservable inputs.

Comment 11: Notes to the Financial Statements
of the Registrant’s Form 10-K. Update the footnote to include the disclosures required by Regulation S-X Rule 4-08(g).

Comment accepted. Going forward, the Registrant
will amend its disclosures to include a summarized financial summary of all our controlled investments that includes the following:
a comparative look at current and previous period current assets, noncurrent assets, current liabilities and noncurrent liabilities.
We will also provide a 3-year comparison of revenue, gross profit, income/(loss) from operations and total net income/(loss) including
net income/(loss) attributable to non-controlling interest.

Comment 12: Notes to the Financial Statements
of the Registrant’s Form 10-K. Update the footnote to include whether the Registrant has complied with the three tests required
by Regulation S-X Rule 1-02(w) triggering 3-09 or 4-08(g).

Comment accepted. We confirm that when preparing
the 2016 Form 10-K filing, we administered all three tests for all our restricted securities. As a result, we determined that we
were required to include summary financial statements for a number of restricted securities that we held as of December 31, 2016,
and we complied with those requirements. For that same period, no restricted security holding of the Registrant reached the level
that requires attaching audited financial statements.

Comment 13: Telepathy Investors income
accrual. From the 10-K to the 10-Q, the value of the security was down, but the receivables were up. Clarify the policy of accrual
of receivable booked if the investment is marked down and the policy for monitoring account receivables if the underlying investments
are marked down.

Our policy for when a note is marked below par
is to include a discount to the principal for the amount that the interest should be marked down. Therefore, in the case of Telepathy
Investors, the market value of the principal already reflects a write-down of the interest. We do this because the interest on
the notes has senior preference to other payouts.

November 22, 2017

Page 5

Should you have any questions concerning this
letter or the information referenced herein, please contact the undersigned at 408-624-9531.

    Very truly yours,

    /s/ Kelvin K. Leung

    Kelvin K. Leung

    General Counsel

    Firsthand Capital Management, Inc.

cc: Kevin Landis, President, Firsthand Capital Management, Inc.

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Firsthand Technology Value Fund, Inc.

150 Almaden Blvd., Suite 1250

San Jose, California 95113

(408) 657-3863

March 11, 2015

VIA EDGAR [CORRESPONDENCE FILING]

Ms. Deborah D. Skeens

Counsel

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Re:

Firsthand Technology Value Fund, Inc.

Registration Statement on Form N-2

Post-Effective Amendment No. 2/Acceleration Request

(File Nos. 333-186158 & 814-00830)

Dear Ms. Skeens:

Firsthand Technology Value Fund, Inc. (the “Fund”) hereby requests that the effective date of the above-referenced Post-Effective Amendment No. 2 to the Fund’s Registration Statement on Form N-2 be accelerated so that it may become effective by 1:00 p.m., Washington, D.C. time, on March 11, 2015, or as soon thereafter as practicable.

The Fund acknowledges the following: (1) should the U.S. Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Fund may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Firsthand Technology Value Fund, Inc.

By:

/s/ Kevin Landis

Kevin Landis

President

cc:

Kelvin K. Leung, Esq., Firsthand Capital Management, Inc.

John F. Della Grotta, Esq., Paul Hastings LLP

David A. Hearth, Esq., Paul Hastings LLP

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Paul Hastings LLP

695 Town Center Drive, 17th Floor

Costa Mesa, CA 92626

Telephone (714) 668-6210

Facsimile (714) 668-6310

Internet www.paulhastings.com

March 11, 2015

VIA EDGAR [CORRESPONDENCE FILING]

Ms. Deborah D. Skeens

Counsel

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C.  20549

Re:

Firsthand Technology Value Fund, Inc.

Registration Statement on Form N-2 (File Nos. 333-186158 and 814-00830)

Post-Effective Amendment No. 2

Dear Ms. Skeens:

Enclosed for electronic filing via EDGAR pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on behalf of our client, Firsthand Technology Value Fund, Inc. (the “Fund”), is Post-Effective Amendment No. 2 (“Post-Effective Amendment No. 2”) to the Fund’s Registration Statement on Form N-2.  Post-Effective Amendment No. 1 to the Fund’s Registration Statement on Form N-2 was filed with the U. S. Securities and Exchange Commission (the “Commission”) on December 24, 2014 (“Post-Effective Amendment No. 1”).   Post-Effective Amendment No. 1, as amended by Post-Effective Amendment No. 2 and all future amendments, is referred to herein as the “Registration Statement.”

Post-Effective Amendment No. 2 is being filed in response to oral comments given by Ms. Deborah Skeens of the staff of the Commission (the “Staff”) and received by John Della Grotta of Paul Hastings LLP, counsel to the Fund on February 5, 2014 and February 11, 2015 (the “Staff Comments”).  The numbered italicized paragraphs below correspond to the Staff’s Comments.  Page references in the text of this response letter correspond to the page numbers in Post-Effective Amendment Nos. 1 and 2.

Ms. Deborah D. Skeens

Counsel

U.S. Securities and Exchange Commission

March 11, 2015

Page 2

General Comment

1.           We note that portions of the filing are incomplete.  We may have additional comments on such portions when you complete them in a subsequent post-effective amendment, or disclosure made in response to this letter, or information you supply to us, or on an exhibit(s) added in a subsequent post-effective amendments

Notwithstanding the Staff’s comments, in the event the Fund requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request acknowledging that

·

Should the Commission  or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect  to the filing;

·

The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Fund from its full responsibility for the adequacy and accuracy in the filing; and

·

The Fund may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We will consider a written request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities. We will act on the request and pursuant to delegated authority, grant acceleration of the effective date.

Response:Comment Acknowledged.

The Fund intends to omit the information allowed by Rule 430A under the Securities Act of 1933, as amended, from the Prospectus included in the Registration Statement.  At this time, the Fund has not determined the initial distribution from the Shelf.

Ms. Deborah D. Skeens

Counsel

U.S. Securities and Exchange Commission

March 11, 2015

Page 3

Pursuant to our telephone conversation, the Fund will file its Acceleration Request concurrently with this Response Letter.  The Acceleration Request will include the “Tandy” Representations referenced above.

Fees and Expenses Table – (Page 8) of the Base Prospectus

The Offering  –  (Page S-8) of the Form of Prospectus Supplement

2&4           Comment:  On page S-8 in the Form of Prospectus Supplement, in the Section captioned “The Offering, “please conform the line item “Net offering expenses borne by us (as a percentage of offering price), with the line item on page S-8 of the Base Prospectus in the Fees and Expense Table captioned in the Base Prospectus under the caption “Fees and Expenses – Stockholder Transaction Expenses-“Offering Expenses (as a percentage of offering price.”.

Response:  Comment accepted. The statements concerning who bears common stock offering expenses have been reconciled so that they are consistent.  In the Base Prospectus, the last sentence under the Fees and Expense Table lead-in paragraph makes clear that “except when the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “you,” “us,” or “SVVC,” or that “we,” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in SVVC.”

In the Fees and Expense Table, because the Registration Statement only is registering shares of common stock and rights to purchase common stock (as opposed to preferred stock where the preferred stockholders would not pay for expenses of such issuances), the Fund is able to insert in the second line under Stockholder Transaction Expenses: “Offering Expenses bourne by us (as a percentage of offering price).

  To reconcile the portion of the Summary Offering section in the Form of Prospectus Supplement (page S-8), the Fund has amended the seventh line of the Table to read “Offering expenses borne by us (as a percentage of offering price) [instead of “Net Offering expenses bourne by us (as a percentage of offering price)] and added new footnote (2) to the end of that line.  New footnote (2) states “Where it is noted that expenses will be borne by us, all common stockholders will indirectly bear the offering expenses, including investors in this offering.  Finally,  current footnote (2) following Dividend Reinvestment Plan on the next line below in the summary Offering Table, has been renumbered (but the text not changed) to footnote (3).

Prospectus Summary - (Page 1) of the Base Prospectus

3.           Comment. On page 1 of the Base Prospectus, under the caption “Investment Objective,” the Fund discusses in the second paragraph therein that it may invest up to 30% of its portfolio investments in securities of public companies that are actively traded.  These other investments may also include investments in high-yield bonds, distressed debt or securities of public companies that are actively traded, and securities of companies located outside the United States.  In light of this disclosure, please include a risk factor focusing on the risks relating to holding distressed and illiquid securities.

Ms. Deborah D. Skeens

Counsel

U.S. Securities and Exchange Commission

March 11, 2015

Page 4

Response: Comment accepted.  The Fund has added two additional Risk Factors, one on page 18 of the Base Prospectus to address the risks relating to its holding illiquid securities ("A lack of liquidity in certain of our investments may adversely affect our business") and the second on page 20 of the Base Prospectus to address the risks relating to investing in distressed securities. ("We may invest in distressed debt securities; any investments in distressed debt may not produce income and may require us to bear large expenses in order to protect and recover our investment.")

(Page S-8) of the Form of Prospectus Supplement – Summary Offering Table

5.           Comment. Provide a cross-reference to the Fees and Expenses Table on Page 8 of the Base Prospectus.

Response:  After discussion with Ms. Skeens, this comment was withdrawn. Comments 2&4 above address the concern originally intended by this comment.

The Fund respectfully requests the Staff’s assistance in completing review of  Post-Effective Amendment No. 2.  Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding Amendment No. 2 or this response letter to the undersigned at (714) 668-6210 or David A. Hearth of Paul Hastings LLP at (415) 856-7007.

Very truly yours,

/s/ JOHN F. DELLA GROTTA

John F. Della Grotta

of PAUL HASTINGS LLP

cc:

Kevin M. Landis (w/encls.)

Kelvin K. Leung, Esq. (w/encls.)

Phil Mosakowki(w/encls.)

David A. Hearth, Esq. (w/encls.)

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Law Offices of

Paul Hastings LLP

695 Town Center Drive, 17th Floor

Costa Mesa, CA 92626

Telephone (714) 668-6210

Facsimile (714) 668-6310

Internet  www.paulhastings.com

December 24, 2014

VIA EDGAR [CORRESPONDENCE FILING]

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C.  20549

Re:

Firsthand Technology Value Fund, Inc.

Registration Statement on Form N-2 (File Nos. 333-186158 and 814-00830)

Post-Effective Amendment No. 1

Ladies and Gentlemen:

Enclosed for electronic filing via EDGAR pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on behalf of our client, Firsthand Technology Value Fund, Inc. (the “Fund”), is Post-Effective Amendment No. 1 (“Post-Effective Amendment No. 1”) to the Fund’s Registration Statement on Form N-2 initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 23, 2013 (the “Initial Registration Statement”).  Post-Effective Amendment No. 1 is marked to show changes from Pre-Effective Amendment No. 3. to the Fund’s Registration Statement on Form N-2 filed with the Commission on December 13, 2013 (“Pre-Effective Amendment No. 3”) which was declared effective on December 17, 2013.

Post-Effective Amendment No. 1 is being filed to update the existing effective Registration Statement, including adding quarterly financial data for the period ended September 30, 2014.

The Fund respectfully requests the Staff’s assistance in completing review of Post-Effective Amendment No. 1.  Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding this filing to the undersigned at (714) 668-6210 or David A. Hearth of Paul Hastings LLP at (415) 856-7007.

Very truly yours,

/s/ JOHN F. DELLA GROTTA

John F. Della Grotta

of PAUL HASTINGS LLP

cc:

Kevin M. Landis (w/encls.)

Kelvin K. Leung, Esq. (w/encls.)

David A. Hearth, Esq. (w/encls.)

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Law Offices of

Paul Hastings LLP

55 Second Street, 24th Floor

San Francisco, California  94105

Telephone (415) 856-7000

Facsimile (415) 856-7100

Internet  www.paulhastings.com

March 20, 2014

VIA EDGAR [CORRESPONDENCE FILING]

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C.  20549

Re:

Firsthand Technology Value Fund, Inc.

Preliminary Proxy Statement (File No. 814-00830)

Dear Mr. Minore:

Enclosed for electronic filing via EDGAR, on behalf of our client, Firsthand Technology Value Fund, Inc. (the “Fund”), are responses to oral comments relating to a preliminary proxy statement filed on February 14, 2014, given by several members of staff of the Commission (the “Staff”) and received by David Hearth of Paul Hastings LLP, as counsel to the Fund, on February 24, 2014 (the “Staff Comments”).

The numbered italicized paragraphs below correspond to the Staff Comments.  The responses provided below have been prepared based on information received from the Fund.

1.           Comment:  Please explain in the proxy statement that proxies received with respect to the two proposals contained in the proxy statement filed by Bulldog Investors LLC (“Bulldog”) that are the same as the Fund’s proposals (namely, the ratification of the accounting firm and termination of the investment management agreement) will be counted by the Fund at its meeting of stockholders.

Response:  Comment accepted.  Disclosure in the definitive proxy statement (the “Definitive Proxy Statement”) filed approximately the same time as this response letter has been revised to clarify that those proxies will be counted.

2.           Comment: Please acknowledge in the Definitive Proxy Statement that the Fund’s plans not to consider at the meeting Bulldog’s other two proposals (the two director nominees and the share repurchase proposal) may be subject to challenge by Bulldog and do not represent a definitive legal position.

U.S. Securities and Exchange Commission

March 20, 2014

Page 2

Response:  Comment accepted.  The Definitive Proxy Statement has been revised accordingly.

3.           Comment:  On the proxy card, please add the normal captions above the voting boxes (e.g., “FOR” and “ABSTAIN”) for proposal three rather than relying on those captions above the prior proposal.

Response:  Comment accepted.  The proxy card has been revised accordingly.

4.           Comment:  In the letter to stockholders, for consistency, please use the exact wording that is used in the notice of meeting to refer to the ability to consider proposal three.

Response:  Comment accepted.  The Definitive Proxy Statement has been revised accordingly.

5.           Comment:  In the Q&A section under “Can I revoke my proxy?” please remove the requirement that a stockholder who attends the meeting and votes in person must request a return of a previous proxy in order to revoke the previous proxy.

Response:  Comment accepted.  The Definitive Proxy Statement has been revised accordingly.

6.           Comment:  Under proposal one, please state that each nominee has consented to being named as well as to serving if re-elected.  Please also correct the spelling of Mr. Landis’ name in one place.

Response:  Comment accepted.  The Definitive Proxy Statement has been revised accordingly.

7.           Comment:  After each proposal, please do not use all capitalized text to state the Board’s recommendation.  Use another method, such as bold face font, to make the text prominent.

Response:  Comment accepted.  The Definitive Proxy Statement has been revised accordingly.

8.          Comment:  Please make various changes in the Board’s opposing statement to provide additional information as follows:  (a) explain why the dissident stockholder’s proposal would be at the expense of long-term holders; (b)  explain why the expiration of the Twitter lock-up is a critical time; (c) explain and given an example or two of what is meant by a “disruptive technology”; (d) please confirm that the 25% and 35% performance figures are calculated according to the required methodology stated in Form N-1A, and provide more detail about the performance figures; and (e) please also provide performance information for the period since the Fund’s conversion into a business development company.

U.S. Securities and Exchange Commission

March 20, 2014

Page 3

Response:  Comment accepted.  The Fund has confirmed that the required methodology was used to calculate the stated performance figures, which have now been stated with greater prevision rather than using rounding to remove decimal points.  The Definitive Proxy Statement has been revised accordingly.

9.          Comment:  Please update the holdings under “SECURITY OWNERSHIP . . . .” to a more recent practicable date.

Response:  Comment accepted.  The Definitive Proxy Statement has been revised to update that information through February 28, 2014.

10.           Comment:  Please state in the appropriate place that the Board has reviewed and approved the Fund’s or the adviser’s allocation policies and procedures.

Response:  Comment accepted.  The Definitive Proxy Statement has been revised accordingly.

11.           Comment:  Please state whether there are any pending material legal proceedings involving the Fund.

Response:  Comment accepted.  The Definitive Proxy Statement has been revised to state that there are no such pending proceedings.

U.S. Securities and Exchange Commission

March 20, 2014

Page 4

*     *     *

We also hereby provide the following statements on behalf of the Fund:

●

The Fund is responsible for the adequacy and accuracy of the disclosure in the filing;

●

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

●

The Fund may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any further comments or questions regarding this response letter to David A. Hearth of Paul Hastings LLP at (415) 856-7007.

Very truly yours,

/s/ David A. Hearth

David A. Hearth

of PAUL HASTINGS LLP

cc:

Kevin M. Landis, Firsthand

Kelvin K. Leung, Esq., Firsthand

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Firsthand Technology Value Fund, Inc.

150 Almaden Blvd., Ste. 1250

San Jose, CA 95113

January 24, 2014

BY HAND DELIVERY

VIA E-MAIL

U.S. Securities and Exchange Commission

Division of Investment Management

Office of Disclosure and Review

100 F Street, N.E.

Washington, D.C. 20549-8626

Re:

Firsthand Technology Value Fund, Inc. – Preliminary Proxy Statement On Schedule 14A Filed by Bulldog Investors, LLC

Ladies and Gentlemen:

Firsthand Technology Value Fund, Inc. (the “Registrant”) submits this letter in response to a preliminary proxy statement on Schedule 14A (“Proxy Statement”) filed with the Securities and Exchange Commission (“Commission”) on January 17, 2014 by Bulldog Investors, LLC (“Bulldog Investors”). In the Proxy Statement, Bulldog Investors states that a shareholder affiliated with it intends to present a proposal to terminate the investment management agreement between the Registrant and Firsthand Capital Management, Inc. (“FCM”), the Registrant’s current investment adviser. The Proxy Statement, however, discloses very little about the basis for the proposal, stating merely that the “Fund’s long-term performance has been poor and FCM’s compensation is excessive.”

The Registrant believes that the disclosure in the Proxy Statement concerning the proposal to terminate FCM is false and misleading in light of the circumstances under which it is made and, therefore, violates Rule 14a-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Bulldog Investors has not disclosed in the Proxy Statement its true intentions in seeking to have FCM terminated: i.e., that it intends to have itself appointed or elected as the Registrant’s next investment adviser, and thereafter, to use the Registrant as another tool in its overall strategy to increase assets under management by aggressively pursuing closed-end funds for personal gain.  Bulldog Investors’ failure to disclose these facts in its Proxy Statement constitutes a material omission that makes the Proxy Statement materially misleading.

As noted in a no-action letter submitted to the Commission staff on January 15, 2014 on behalf of Registrant, there is ample evidence of Bulldog Investors’ overall intentions in pursuing the Registrant.  As indicated in that letter, in an interview with eFinancialCareers conducted last year, Phillip Goldstein, a principal of Bulldog Investors, in commenting on the opportunity to oust FCM as Registrant’s investment adviser, stated (in referring to Kevin Landis, FCM’s principal), “[i]f we can get rid of him, we’ll run [the Registrant].”  A link to an article, entitled “Bulldog’s Phillip Goldstein plans to revive failing fund if ‘incompetent’ Kevin Landis is ousted,” where Mr. Goldstein makes this declaration is:

http://news.efinancialcareers.com/us-en/142595/bulldogs-phillip-goldstein-plans-to-revive-failing-fund-if-incompent-kevin-landis-is-ousted/

U.S. Securities and Exchange Commission

January 24, 2014

Page 2

As also noted in the January 15, 2014 letter, Bulldog Investors’ strategy in targeting other closed-end funds in recent years strongly suggests that it will seek to have itself appointed or elected as the Registrant’s next investment adviser if FCM were terminated.  As noted in that letter, the recent history of Special Opportunities Fund, Inc. (“SOF”) and Liberty All Star Equity Fund (“LASF”) provide good evidence of Bulldog Investors’ use of this strategy.  In the case of SOF, the letter observed that while a proposal put forth by Mr. Goldstein and Bulldog Investors in 2009 to terminate the investment advisory agreement between Insured Municipal Income Fund, Inc. (“IMIF”) and its adviser did not pass, Mr. Goldstein and his colleagues gained control of the board of IMIF and appointed Bulldog Investors as investment adviser to IMIF, which later changed its name to Special Opportunities Fund, Inc. and changed its investment strategy from a municipal bond fund to an activist fund with a similar strategy as other Bulldog Investors’ clients. In the case of LASF, the letter noted that while Mr. Goldstein’s proposal in 2013 was titled only as a proposal to terminate the investment management agreement with LASF’s current investment adviser, the statement in support of the proposal made it clear that Mr. Goldstein’s intent was to engage Bulldog Investors as the interim adviser.

In addition to the foregoing, the Registrant believes that Bulldog Investors’ failure to disclose the steps it intends to take to find a replacement investment adviser if FCM were removed is itself a material omission that makes the Proxy Statement misleading. This is particularly the case in light of Mr. Goldstein’s previous statement of wanting to get rid of Registrant’s investment adviser and “run it,” as well as Bulldog Investors’ past history of imposing itself as investment adviser in similar circumstances.  In addition, the need for disclosure of next steps becomes pressing when one considers that if FCM’s investment management agreement were terminated, the Registrant would enter a period of being unmanaged because FCM would be unwilling to serve as the Registrant’s interim investment adviser pursuant to Rule 15a-4 under the Investment Company Act of 1940, as amended (the “Investment Company Act”).  In these circumstances, the Registrant submits that disclosure of next steps would be material to a reasonable shareholder of Registrant in evaluating Bulldog Investors’ proposal to remove FCM.  For this investor, having this information would significantly alter the total mix of information available to it in evaluating the proposal and in how it might cast its vote.

We also note that Bulldog Investors’ Proxy Statement omits, in Mr. Goldstein’s biographical information, his position as a director of ASA Gold and Precious Metals Limited (“ASA”), which is a publicly traded closed-end investment company.  The importance of that omission is compounded by the on-going litigation among the Registrant and ASA and Mr. Goldstein, which we believe raises various conflicts of interest for him.

Based on the foregoing, the Registrant believes that the Proxy Statement as submitted to the Commission should not be approved in this form, and that the Commission should require that the Proxy Statement be amended to disclose Bulldog Investors’ intentions to be appointed or elected as next investment adviser to the Registrant if the proposal to terminate FCM were successful or the steps it intends to take to find a replacement investment adviser in such case.  If the Commission staff has any questions concerning the foregoing, you may contact the undersigned at kelvin@firsthandcapital.com or (408) 624-9531.

Sincerely,

Kelvin Leung

LEGAL_US_W # 77534900.2

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Firsthand Technology Value Fund, Inc.

150 Almaden Blvd., Suite 1250

San Jose, California 95113

(408) 657-3863

December 13, 2013

VIA EDGAR [CORRESPONDENCE FILING]

Mr. Dominic Minore

Senior Counsel

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Re:

Firsthand Technology Value Fund, Inc.

Registration Statement on Form N-2

Pre-Effective Amendment No. 3

(File Nos. 333-186158 & 814-00830)

Dear Mr. Minore:

Firsthand Technology Value Fund, Inc. (the “Fund”) hereby requests that the effective date of the above-referenced Pre-Effective Amendment No. 3 to the Fund’s Registration Statement on Form N-2 be accelerated so that it may become effective at 1:00 p.m., Washington, D.C. time, on Tuesday, December 17, 2013, or as soon thereafter as practicable.

The Fund acknowledges the following: (1) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Fund may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Mr. Dominic Minore

December 13, 2013

Page 2

Very truly yours,

Firsthand Technology Value Fund, Inc.

By:

/s/ Kevin Landis

Kevin Landis

President

cc:     Kelvin K. Leung, Esq., Firsthand Capital Management, Inc.

David A. Hearth, Esq., Paul Hastings LLP

John F. Della Grotta, Esq., Paul Hastings LLP

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Law Offices of

Paul Hastings LLP

695 Town Center Drive, 17th Floor

Costa Mesa, CA 92626

Telephone (714) 668-6210

Facsimile (714) 668-6310

Internet  www.paulhastings.com

December 13, 2013

VIA EDGAR [CORRESPONDENCE FILING]

Mr. Dominic Minore

Senior Counsel

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C.  20549

Re:

Firsthand Technology Value Fund, Inc.

Registration Statement on Form N-2 (File Nos. 333-186158 and 814-00830)

Dear Mr. Minore:

Enclosed for electronic filing via Edgar pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on behalf of our client, Firsthand Technology Value Fund, Inc. (the “Fund”), is Pre-Effective Amendment No. 3 (“Amendment No. 3”) to the Fund’s Registration Statement on Form N-2 filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 23, 2013 (the “Initial Registration Statement”).  Amendment No. 3 is marked to show changes from Pre-Effective Amendment No. 2 filed with the Commission on November 15, 2013.

Amendment No. 3 is being filed in response to two sets of oral comments by Mr. Dominic Minore of the staff of the Commission to John Della Grotta of Paul Hastings, counsel to the Fund; the first set of comments was made on November 22, 2013 and answered by filing a response with the Commission on December 4, 2013 by electronic filing via Edgar (the “December 4th Response”), and the second on December 9, 2013, a set of supplemental comments to the December 4th Response (the “December 9th Comments”).

The numbered italicized paragraphs below correspond to the December 9th Comments.  In providing a response to the December 9, 2013 Comments, each response makes reference to the page in Amendment No. 3 where the each change is reflected.

Mr. Dominic Minore

Senior Counsel

U.S. Securities and Exchange Commission

December 13, 2013

Page 2

Risk Factors – RISKS RELATING TO OUR INVESTMENTS

1.            Comment:  Amend the new Risk Factor set forth under the caption "Risks Relating to our Investments - our investment in securities which provide for payment-in-kind, or PIK, interest may be risky and we could lose all or part of our invesetment" to include the following three concepts: PIK interest (i) increases the asset base upon which the management fee is paid; (ii) requires companies to include interest in its financial statements before it is actually received; and (iii) add onto principal or acts as negative amortization which increases credit risk exposure.

Response:  Comment accepted.  See page 21 in Amendment No. 3 under the Caption “Risk Factor – Risks Relating to Our Investments - .”

Management’s Discussion and Analysis of Financial Condition and Results of Operations- Results of Operations – Comparison of the three months ended June 30, 2013 to the three months ended June 30, 2012 -   Investment Income

2.           Comment:  In the third paragraph of the new third paragraph under the caption “Investment Income” please modify the last sentence to read: “All amounts of PIK interest increased the principal amount of such convertible notes.”(the underscored portion of the sentence represents the proposed changes.)

Response:  Comment accepted.  See page 27 in Amendment No. 3 under the Caption  - “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Comparisons of the three months ended June 30, 2013 to the three months ended June 30, 2012 – Investment Income.”

Management’s Discussion and Analysis of Financial Condition and Results of Operations- Results of Operations – Comparison of the six months ended June 30, 2013 to the six months ended June 30, 2012 - Investment Income

3.           Comment:  In the third paragraph under the caption “Investment Income” please modify the last sentence to read: “All amounts of PIK interest increased the principal amount of such convertible notes.”(the underscored portion of the sentence represents the proposed changes.)

Response:  Comment accepted.  See page 30 in Amendment No. 3 under the Caption  - “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Comparisons of the six months ended June 30, 2013 to the six months ended June 30, 2012 – Investment Income.”

INVESTMENT MANAGEMENT AGREEMENT – Investment Management Fee

FEES AND EXPENSES –Footnote (5)

Mr. Dominic Minore

Senior Counsel

U.S. Securities and Exchange Commission

December 13, 2013

Page 3

4.           Comment:  In the second sentence of the second paragraph under the caption “Investment Management Agreement - Investment Management Fee,” please change the term used therein from “total assets” to “gross assets.”  In addition, in Footnote (5) to the Fees and Expenses Table, please make corresponding changes to the term “total assets” to “gross assets” and add the following sentence: “Gross assets” is the equivalent term to “total assets,” the term used in our Statement of Assets and Liabilities in our Financial Statements.”

Response:  Comment accepted.  See page 55 in Amendment No. 3 under the Caption – “INVESTMENT MANAGEMENT AGREEMENT – Investment Management Fee.”  In addition, See page 9 in Amendment No. 3 under the Caption – Fees and Expenses, Footnote (5), which sets forth the change to Footnote (5) to the Fees and Expenses Table.

The Fund respectfully requests the Staff’s assistance in reviewing this letter.  Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding this response letter to the undersigned at (714) 668-6210 or David A. Hearth of Paul Hastings LLP at (415) 856-7007.

Very truly yours,

/s/ JOHN F. DELLA GROTTA

John F. Della Grotta

of PAUL HASTINGS LLP

cc:

Kevin M. Landis (w/encls.)

Kelvin K. Leung, Esq. (w/encls.)

David A. Hearth, Esq. (w/encls.)

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    Unassociated Document

Law Offices of

Paul Hastings LLP

695 Town Center Drive, 17th Floor

Costa Mesa, CA 92626

Telephone (714) 668-6210

Facsimile (714) 668-6310

Internet  www.paulhastings.com

December 4, 2013

VIA EDGAR [CORRESPONDENCE FILING]

Mr. Dominic Minore

Senior Counsel

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C.  20549

Re:

Firsthand Technology Value Fund, Inc.

Registration Statement on Form N-2 (File Nos. 333-186158 and 814-00830)

Dear Mr. Minore:

Enclosed for electronic filing via EDGAR pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on behalf of our client, Firsthand Technology Value Fund, Inc. (the “Fund”), are responses to oral comments relating to Pre-Effective No. 2 to the Fund’s Registration Statement on Form N-2 filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 15, 2013 ("Pre-Effective Amendment No. 2”) given by Mr. Dominic Minore of the staff of the Commission (the “Staff”) and received by John Della Grotta of Paul Hastings LLP, counsel to the Fund on November 22, 2013 (the “Staff Comments”).

The numbered italicized paragraphs below correspond to the Staff Comments.  Each response to the Staff’s comment is included as a Rider to this Letter.  Each Rider is as proposed to be stated in Pre-Effective Amendment No. 3 and marked against Pre-Effective Amendment No. 2.

After review and agreement by the Staff, the Fund shall file Pre-Effective Amendment No. 3 with the Commission together with an acceleration request.

Mr. Dominic Minore

Senior Counsel

U.S. Securities and Exchange Commission

December 4, 2013

Page 2

Fees and Expense Table

1.           Comment:  In the “Estimated Annual Expenses (as a percentage of net assets attributable to common stock)” heading of the Fees and Expenses Table, delete the word “Estimated” in front of “Annual Expenses”.  In addition, under that same heading delete “(estimated)” after “Other Expenses” in line three under that “Annual Expenses (as a percentage of net assets attributable to common stock)” heading.

Response:  Comment accepted. See Rider A, attached hereto.

RISK FACTORS - Risks Relating to Our Investments

2.           Comment: Add a risk factor relating to the Fund’s investment of debt using PIK interest.

Response:  Comment accepted.  See Rider B, attached hereto.

Management’s Discussion and Analysis of Financial Condition and Results of Operations- Results of Operations – Comparison of the three months ended June 30, 2013 to the three months ended June 30, 2012 -   Investment Income

3.           Comment:  In the third paragraph, please explain in plain English what is meant by the statement “[t]he higher level of interest income in the three months ended June 30, 2013 compared to the three month ended June ended June 30, 2012, was due to a significant increase in the principal amount of the outstanding notes with Silicon Genesis Corporation.”

Response:  Comment accepted.  See Rider C.

Management’s Discussion and Analysis of Financial Condition and Results of Operations- Results of Operations – Comparison of the six months ended June 30, 2013 to the six months ended June 30, 2012 - Investment Income

4.           Comment:  Please indicate for each period how much was PIK income.  In addition, in the third paragraph under the caption “Investment Income”, please explain in plain English what is meant by the statement “[t]he higher level of interest income in the six months ended June 30, 2013 compared to the six month ended June ended June 30, 2012, was due to a significant increase in the principal amount of the outstanding notes with Silicon Genesis Corporation.”

Response:  Comment accepted.  See Rider D.

Mr. Dominic Minore

Senior Counsel

U.S. Securities and Exchange Commission

December 4, 2013

Page 3

Management’s Discussion and Analysis of Financial Condition and Results of Operations- Results of Operations – Comparison of the year ended December 31, 2012 to the period from April 18, 2011 - Investment Income

5.           Comment:  Please indicate for the period how much was PIK income.  In addition, please explain in plain English what is meant by the statement “…we had interest income of $688,716 for the fiscal year ended December 31, 2012, compared to interest income of $306,547 for the fiscal year ended December 31, 2011, in each case primarily attributable to interest accrued on convertible note investments with Silicon Genesis Corporation.”

Response:  Comment accepted.  See Rider E.

Portfolio Companies Table

6.           Comment:  Please add a Subsequent Events Footnote to include the IntraOp Medical Corporation Transaction.

Response:  Comment accepted.  See Rider F.

INVESTMENT MANAGEMENT AGREEMENT – Investment Management Fee

7.           Comment:  In the second paragraph under the caption “Investment Management Fee,” please add a sentence explaining how the Fund values derivatives.

Response:  Comment accepted.  See Rider G.

DETERMINATION OF NET ASSET VALUE - DETERMINATION IN CONNECTION WITH OFFERINGS

8.         Comment:  Please explain the meaning of the last paragraph of the section, namely “[i]n determining whether to proceed with any offering described in a prospectus supplement, the Board determined that any offering below the prevailing market price of the Fund’s common stock would provide additional investments that would be in the long-term best interests of the Fund and its shareholders, but still represent a fair price for the shares purchased in the offering.  In addition, explain how this statement is consistent with the 1940 Act.

Response:  The Fund has deleted the text under the caption “DETERMINATION OF NET ASSET VALUE - DETERMINATION IN CONNECTION WITH OFFERINGS.”  The Fund has added a disclosure regarding the requirements of the 1940 Act with respect to issuance of additional shares of common stock under the heading “DESCRIPTION OF CAPITAL STOCK.” See Rider H.

Mr. Dominic Minore

Senior Counsel

U.S. Securities and Exchange Commission

December 4, 2013

Page 4

FIRSTHAND TECHNOLOGY VALUE FUND, INC. –Statements of Operation (Unaudited)(For the Three and Six Months Ended June 30, 2013 and June 30, 2012)

9.          Comment:  For future filings, Under the Caption “Investment Income,” the Fund must disclose under both the unaffiliated and affiliated interest line items a break-down of cash and PIK interest.

Response:  Comment accepted.  For future filings, in the Fund's financial statements, in its Statement of Operations, under the caption “Investment Income,” the Fund shall disclose under both the unaffiliated and affiliated interest line items a break down of cash and PIK interest.

2012 Annual Financial Statements

In reviewing Pre-Effective Amendment No. 2, notwithstanding that the 2012 audited financial statements are referenced in the Registration Statement and the Opinion of the independent public accounting firm is also included therein, the 2012 annual audited financial statements were inadvertently excluded from the filed copy of the Form N-2, with only the six-month unaudited financials remaining.  Accordingly, Pre-Effective Amendment No. 3 will include the Fund's audited financial statements of assets and liabilities, including the schedule of investments, as of December 31, 2012 and 2011, and the related statement of operations, changes in net assets, cash flows and financial highlights for the year ended December 31, 2012 and the period April 18, 2011 to December 31, 2011 of the Company, as well as the Report of Tait, Weller & Baker LLP our independent public accounting firm.

The Fund respectfully requests the Staff’s assistance in reviewing this letter and confirming that it has no further comments or, if it has further comments that such comments can be addressed in Pre-Effective Amendment No. 3 at such time when the Fund files its acceleration request.  Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding this response letter to the undersigned at (714) 668-6210 or David A. Hearth of Paul Hastings LLP at (415) 856-7007.

Very truly yours,

/s/ JOHN F. DELLA GROTTA

John F. Della Grotta

of PAUL HASTINGS LLP

cc:

Kevin M. Landis (w/encls.)

Kelvin K. Leung, Esq. (w/encls.)

David A. Hearth, Esq. (w/encls.)

Mr. Dominic Minore

Senior Counsel

U.S. Securities and Exchange Commission

December 4, 2013

Page 5

Rider A

FEES AND EXPENSES

The following table and example contains information about the costs and expenses that an investor in an offering will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “you,” “us,” or “SVVC,” or that “we” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in SVVC.

Stockholder Transaction Expenses:

Sales Load (as a percentage of offering price)

___% (1)

Offering Expenses (as a percentage of offering price)

___% (2)

Dividend Reinvestment Plan Fees

None (3)

Total Stockholder Transaction Expenses (as a percentage of offering price)

___% (4)

 Annual Expenses (as a percentage of net assets attributable to common stock):

Management Fees

2.00
%(5)

Incentive Fees Payable under Investment Management Agreement (20% of “Incentive Fee Capital Gains”)

0
% (6)

 Other Expenses

0.56

%

Total Annual Expenses

2.56
%

(1)

The sales load will apply only if the shares of common stock to which this prospectus relates are sold to or through underwriters. In such case, a corresponding prospectus supplement will disclose the applicable sales load.

(2)

The related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the offering expenses as a percentage of the offering price.

(3)

The expenses of administering our dividend reinvestment plan are included in “Other Expenses (estimated).” You will pay brokerage charges if you direct BNY Mellon Investment Servicing (US) Inc., as agent for our common stockholders, to sell your common stock held in a dividend reinvestment account.  See “Dividend Reinvestment Plan.”

(4)

The related prospectus supplement will disclose the offering price and the total stockholder transaction expenses as a percentage of the offering price.

Mr. Dominic Minore

Senior Counsel

U.S. Securities and Exchange Commission

December 4, 2013

Page 6

Rider B

In addition, as a business development company, we are subject to special securities laws and regulations so that 70% of our total assets must be comprised of securities of “eligible portfolio companies.” In the case of the stocks of a publicly traded company, this requirement is met only if the market capitalization of that portfolio company is below $250 million at the time of our investment. Therefore, while publicly traded small-cap companies (those with a market capitalization of below $250 million) are considered eligible portfolio companies, large-cap or mid-cap companies are not.

 Our investments in securities which provide for payment-in-kind, or PIK, interest may be risky and we could lose all or part of our investment.

 We have invested, and may invest in the future, in securities of companies that provide for payment-in-kind,” or PIK interest.  Interest payable to us under such securities is accrued and added to outstanding principal to purchase additional securities of such companies.  If such companies were to default on such securities, we could lose all of our investment.

We have not yet identified all of the portfolio company investments we intend to acquire using the proceeds of an offering.

The Investment Adviser will select our investments subsequent to the closing of an offering, and our stockholders will have no input with respect to such investment decisions. These factors increase the uncertainty, and thus the risk, of investing in our shares.

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

Many of our portfolio companies are susceptible to economic slowdowns or recessions and may fail or require additional capital investments from us during those periods. Therefore, our non-performing assets are likely to increase and the value of our portfolio is likely to decrease during these periods. These events could harm our operating results.

Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in order to:

·

increase or maintain in whole or in part our equity ownership percentage; or

·

exercise warrants, options, or convertible securities that were acquired in the original or subsequent financing.

We have the discretion to make any follow-on investments, subject to the availability of capital resources and the availability of securities in the applicable public company. We may elect not to make follow-on investments in a portfolio company and we may lack sufficient funds to make those investments. The failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities, or because we are inhibited by compliance with business development company requirements or the desire to maintain our tax status.

We frequently do not hold controlling equity interests in our portfolio companies and we may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.

Although we may do so occasionally, we do not anticipate routinely taking controlling equity positions in our portfolio companies. As a result, we will be subject to the risk that a portfolio company may make business decisions with which we disagree, and the stockholders and management of a portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the equity investments that we will typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company, and may therefore suffer a decrease in the value of our investments.

Mr. Dominic Minore

Senior Counsel

U.S. Securities and Exchange Commission

December 4, 2013

Page 7

Rider C

PORTFOLIO COMPOSITION

We make investments in securities of both public and private companies. Our portfolio investments consist principally of equity and equity-like securities, including common and preferred stock, warrants for the purchase of common and stock, and convertible debt. The fair value of our investment portfolio was $85.7 million as of June 30, 2013 as compared to $59.2 million as of December 31, 2012.  The net asset value of our common stock was $24.80 per share as of June 30, 2013 as compared to $22.90 per share as of December 31, 2012.

The following table summarizes the fair value of our investment portfolio by industry sector as of June 30, 2013 and December 31, 2012.

June 30, 2013

December 31, 2012

Social Net

CORRESP
1
filename1.htm

    fp0008403_corresp.htm

Law Offices of

Paul Hastings LLP

55 Second Street, 24th Floor

San Francisco, CA 94105

Telephone (415) 856-7007

Facsimile (415) 856-7107

Internet  www.paulhastings.com

October 4, 2013

VIA EDGAR [CORRESPONDENCE FILING]

Mr. Kevin C. Rupert

Accountant

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C.  20549

Re:

Firsthand Technology Value Fund, Inc.

Registration Statement on Form N-2 (File Nos. 333-186158 and 814-00830)

Pre-Effective Amendment No. 1

Dear Mr. Rupert:

Enclosed for electronic filing via EDGAR pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on behalf of our client, Firsthand Technology Value Fund, Inc. (the “Fund”), is Pre-Effective Amendment No. 1 (“Amendment No. 1”) to the Fund’s Registration Statement on Form N-2 filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 23, 2013 (the “Initial Registration Statement”).  Amendment No. 1 is marked to show changes from the Initial Registration Statement.  The Initial Registration Statement, as amended by Amendment No. 1 and all future amendments, is referred to herein as the “Registration Statement.”

Amendment No. 1 is being filed (1) in response to comments given by the staff of the Commission (the “Staff”) by letter dated February 14, 2013 with respect to the Initial Registration Statement (the “Comment Letter”); (2) to include the Fund’s most recent audited financial statements; and (3) to add subscription rights as an additional security to be registered.  The comments below are organized the same as set forth in the Comment Letter, and the text of the Staff’s comments is copied below in italics for your reference.

1.           Comment: We note that material portions of the filing are incomplete and that most exhibits and the financial statements are omitted.  We may have additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any pre-effective amendments.

Response:  Comment acknowledged.

Cover Page

2.           Comment: The Fund intends to invest at least 80% of its total assets in equity securities of technology companies.  However, a Form 8-K filed on January 14 contains a press release issued by the Fund that states “[t]he Fund also announced that, as of December 31, 2012, preliminary gross assets of the Fund were approximately $197 million, or $23.03 per share, including cash of approximately $15.99 per share”.  Thus, since it appears that the Fund held approximately 69% of its assets in cash, please explain how the Fund will comply with its 80% test, especially in view of its potential cash increase from the proceeds of this offering.  The “Use of Proceeds” section on page 18 should be expanded accordingly.

Response: Comment accepted. The Fund held a large portion (i.e., approximately 69%) of its assets in cash as of December 31, 2012 primarily as a result of its secondary offering completed in April 2012, which raised an additional $127.7 million in cash.  Before the secondary offering, the Fund made substantial progress deploying the cash that was acquired at the time it commenced operations in April 2011.  In 2012, the Fund invested approximately $60 million of cash.

  The Fund intends to comply with the 80% test; however, the fact that the Fund is not able to invest proceeds at a rapid rate is only a reality of the Fund doing business with private companies. As noted in the several of the Risk Factors, because the Fund invests in private companies, some of which it hopes will have successful initial public offerings, the Fund may hold a material portion of its portfolio in cash in reserve to be able to make subsequent investments in a portfolio company in order to (i) avoid having its earlier investment become diluted in future dilutive financings; (ii) invest additional capital into such a company in case additional investment is necessary and/or (iii) exercise warrants, options or other convertible securities that were acquired as part of the earlier transaction.  For those reasons, the Fund may hold more than 20% of its assets in cash for an extended period of time.

Consistent with Item 7.2 of Form N-2 and Guide 1 to Form N-2, the Fund has revised the Use of Proceeds disclosure in the Amendment No. 1 by stating that the anticipated length of time the Fund believes it will take up to 12 months to invest 80% of the proceeds from an offering to make investments into portfolio companies, with the remainder of such proceeds to be invested over the following 12 months.  The revised disclosure includes a further explanation regarding the reason for the delay and undertakes to provide further disclose in each prospectus supplement.

- 2 -

3.           Comment: The staff notes that some equity positions held by the Fund may be subject to extensive speculation with regard to future potential for an initial public offering.  This public speculation may cause Fund’s shares to trade at significant premiums immediately prior to a portfolio company’s initial public offering.  This would appear to occur when Fund shares are used as a surrogate for portfolio company shares.  However, once the shares of the portfolio company become widely available to the public, any premium that the Fund trades at may be reduced or eliminated.  Please be aware that depending on the fund’s market premium and the depth of public speculation regarding its portfolio companies, the Fund may need to add disclosure similar to that on the cover page of the Old Registration1.  Please explain in your response letter how the Fund will address/monitor this issue in its prospectus supplements.

______________

1 The cover page of the Old Registration states, “[a]s of March 31, 2012, our shares traded at a significant premium to our net asset value per share.  However, only relatively recently the Company’s common stock had traded at a substantial discount to its net asset value.  If our premium decreases after this offering, investors who purchase shares in this offering would experience losses.  The premium may also be reduced or eliminated if and when certain of our portfolio companies complete initial public offerings.  As of December 31, 2011, our net asset value per share was $23.92 per share.  Assuming a public offering price of $34.79 per share, which was the last reported sales price for our common stock on the NASDAQ Global Market on April 16, 2012, purchasers in this offering will experience immediate and substantial dilution in net asset value of approximately $8.37 per share.  See “Dilution” for more information.  In addition, the companies in which we invest are subject to special risks.”

Response: Comment accepted.  The Fund continually monitors its portfolio and is cognizant as to when one of its portfolio companies is nearing an initial public offering.

To the extent that the Fund and one of the Fund’s portfolio companies are concurrently engaged in a securities offering, the Fund will assess the situation at the time and would likely conclude that disclosure be made in the Fund’s prospectus supplement consistent with the changes made to Amendment No. 1:  (i) Legend disclosure similar to the revised Base Prospectus on the front page of the Prospectus Supplement, supplemented as needed; and (ii) Disclosure in the Prospectus Summary of the Prospectus Supplement, similar to the revised disclosure under the caption “Prospectus Summary – Trading at a Discount/Premium” in the Base Prospectus which explains the trading volatility of our shares of common stock, particularly as it relates to the Fund’s net asset value.  Specifically, this section makes the following points:

·

The market price of the Fund’s common stock may be affected by significant trading in one or more of the Fund’s portfolio securities immediately prior to their public offering, at times making the market price of the Fund’s shares of common stock rise;

·

The market price of the Fund’s common stock may be affected by significant trading in one or more of the Fund’s portfolio securities after completion of such company’s initial public offering, at times, causing the market price to decrease;

·

Any issuance of additional shares of the Fund’s common stock may have an adverse effect on the prices of the Fund’s shares of common stock in the secondary market by increasing the number of shares of common stock available;

- 3 -

·

The Fund cannot predict whether its shares of its common stock will trade above, at or below its net asset value.

This disclosure under the above-referenced caption will be further adapted in light of the  circumstances.

Page 7

4.           Comment: The table on this page has a column captioned “Percent of Long-Term Investments” with respect to the Fund’s top five equity holdings.  This presentation appears to eliminate the Fund’s large cash position.  Thus, it might give the appearance that the top five holdings are a more significant part of the Fund’s investment portfolio than they actually are.  Please revise the disclosure to take into account the Fund’s cash position.

Response: Comment accepted.  The Fund has revised the referenced caption to state “Percent of Net Assets.”  As a result, the percentages presented in that column would take into account the Fund’s cash position.

Page 12

5.           Comment: Substitute the word “do” for the word “may” in the last sentence of the last paragraph on this page.

Response: Comment accepted.  The Fund has made the requested revision by inserting the word “does” for the word “may” in the last sentence of the last paragraph on this page.

Page 14

6.           Comment: Please ensure that in any prospectus supplement the Example will be adjusted for any sales load.

Response: Comment accepted.  To the extent there is any sales load in an offering, the Example in the prospectus supplement will be adjusted for such sales load. The Fund has inserted the following disclosure in the Fees and Expenses Table as the last paragraph of the Example: “IN THE EVENT THAT A SALES LOAD APPLIES, THE EXAMPLE WILL BE RESTATED IN A CORRESPONDING PROSPECTUS SUPPLEMENT TO SHOW THE EFFECT OF THE SALES LOAD.”

Page 16

7.           Comment: The Fund should provide some cautionary footnote language for investors as to the strong probability that it will be unlikely to maintain such large premiums to NAV in the future (e.g., 93.9% and 64.9%) with respect to the chart on this page.

Response:  Comment accepted. The Fund has added a footnote explaining the probable cause of the increase in the trading price of the Fund’s common stock for the two periods.  The Fund also added to the second paragraph under the caption “Market and Net Asset Value several additional Risk Factors relating to the following subjects: (i) the Fund’s may experience fluctuations in its quarterly results; (ii) its common stock may trade at a discount/premium to NAV; (iii) the market for the Fund’s common stock may fluctuate significantly; and (iv) the Fund invests in micro-cap public companies and companies which it hopes will have successful IPOs.

- 4 -

Page 22

8.           Comment: If true, insert the term “equity” before the word “securities” in the first sentence of the third full paragraph discussing valuation.

Response: Comment accepted.  The Fund has inserted the term “equity” before the word “securities” to clarify the meaning of the sentence.

Page 37

9.           Comment: Please inform the staff whether the Board will review and approve in advance the valuation methodology of any third-party pricing service it uses and confirm that the Board will regularly review the historical accuracy of its fair value methodologies.  See Release No. IC-26299; “Compliance Programs of Investment Companies and Investment Advisers,” (December 17, 2003).2

_______

2 The Release states that Rule 38a-1 requires Funds to provide a methodology or methodologies by which the fund determines the current fair value of the portfolio security, and to “regularly review the appropriateness and accuracy of the method used in valuing securities, and make any necessary adjustments.”

Response: Comment accepted.  The Fund hereby confirms that the Board of Directors of the Fund (the “Board”), acting through its Valuation Committee (the “Valuation Committee”), has reviewed and will continue to review and approve in advance the valuation methodology of any third-party pricing service it uses.  In addition, such Valuation Committee will regularly review the historical accuracy of its fair value methodologies.

Page 43

10.         Comment: Please explain the caption and disclosure for “companies that have developed leading market positions within their respective markets” in light of the Fund’s stated exposure to micro-cap companies.  Revise and develop the disclosure as needed.

Response: Comment accepted.  Within the market of micro-cap companies, the Fund seeks to invest in those micro-cap companies which have demonstrated significant competitive advantages in their sector from their competitors.  The Fund believes that these competitive advantages should help them be better positioned over time to capitalize on growth and future market opportunities. The Fund has revised the caption and has added clarifying language to the relevant disclosure.

11.         Comment: Expand the disclosure related to the penultimate sentence of the last paragraph to explain why the Fund believes strategic sales are more likely than initial public offerings.

Response: Comment accepted.  The Fund has deleted the referenced disclosure.

- 5 -

Page 44

12.         Comment: Please revise the disclosure regarding the independent accountant’s participation in the due diligence efforts to make clear that such participation will be by independent accountants other than from the Fund’s independent accounting firm providing the Fund’s audit.

Response: Comment acknowledged.  The Fund has amended the disclosure to make the clear that the independent accounting firm that audits the Fund’s financial statements shall not participate in the due diligence.

Page S-10

13.         Comment: In your response letter, undertake to include in any prospectus supplement, as applicable, under a section captioned “Additional Underwriter Compensation” a description of the terms of any agreement that the Fund will have entered into with the underwriters for services other than share distribution, and specify the nature of the services that the underwriter has provided or will provide thereunder that differ from typical underwriting services.  Please undertake to disclose whether any such fee payable thereunder is a one-time fee or whether it is payable annually, and undertake to file all such agreements as exhibits in a post-effective amendment to the registration statement.  Any underwriting contract should be filed by amendment.

Response: Comment accepted.  The Fund hereby undertakes to include in any prospectus supplement, as applicable, under the heading “Underwriting” and sub-heading entitled  “Additional Underwriting Compensation” a description of the terms of any agreement that the Fund will have entered into with the underwriters for services other than share distribution and the nature of the services that the underwriter has provided or will provide thereunder that differ from typical underwriting services.  The Fund further undertakes to (i) disclose whether any such fee is a one-time fee or whether it is payable annually and (ii) file all such agreements as exhibits in a post-effective amendment to the Registration Statement.

Part C

14.         Comment: Please file as an exhibit the legality opinion regarding all securities being registered, and related consent of couns

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.20S49
DIVISION OF
INVESTMENT MANAGEMENT
February 14, 2013
David Hearth, Esq.
Paul, Hastings, Janofsky & Walker LLP
55 Second Street, 24th Floor
San Francisco, California 94105-3441
RE: Firsthand Technology Value Fund, Inc. ("Fund")
File Nos.: 333-186158 and 814-00830
Dear Mr. Hearth:
The Fund filed a shelf registration statement on January 23, 2013
under which it may offer up to $10,000,000 of its common stock
("Securities") under the Securities Act of 1933 ("1933 Act"). The Fund is a
business development company ("BDC") regulated under the Investment
Company Act of 1940 ("1940 Act"). The Fund expects to file a pre-effective
amendment to the registration statement that will increase the total offering
price of the shares covered by the registration statement. The Securities
may be offered at prices and on terms to be disclosed in one or more
supplements to this prospectus.
Your letter represented that the registration did not contain any
material changes from the disclosure included in the Fund's shelf registration
statement on Form N-2 (File No. 333-179606), initially filed with the
Commission on February 21, 2012 and declared effective, as amended, on
April 19, 2012 ("Old Registration"), except for the soon to be completed
inclusion of audited financial statements and related financial data for the
fiscal year ended December 31, 2012. The registration statement makes
non-material disclosure changes for various purposes including disclosure of
updated portfolio holdings, business activities and market information, such
as net asset value and stock price as of a more recent date. Your letter
further states that there are no problem areas warranting special attention
and there are no new investment techniques or policies disclosed in the
registration statement.
Pursuant to Securities Act Release No. 6510 and in reliance upon the
representations contained in your letter of February 5, 2013, we performed
a limited review of the Fund's registration statement. Whenever a comment
is made in one location, you should consider it applicable to all similar

disclosure appearing elsewhere in the registration statement (including all
future prospectus supplements). We have the following comments.
1. We note that material portions of the filing are incomplete and that
most exhibits and the financial statements are omitted. We may have
additional comments on such portions when you complete them in a pre-
effective amendment, on disclosures made in response to this letter, on
information supplied supplementally, or on exhibits added in any pre-
effective amendments.
Cover Page
2. The Fund intends to invest at least 80% of its total assets in equity
securities of technology companies. However, a Form 8-K filed on January
14 contains a press release issued by the Fund that states "(tJhe Fund also
announced that, as of December 31, 2012, preliminary gross assets of the
Fund were approximately $197 million, or $23.03 per share, including cash
of approximately $15.99 per share". Thus, since it appears that the Fund
held approximately 69% of its assets in cash, please explain how the Fund
will comply with its 80% test, especially in view of its potential cash increase
from the proceeds of this offering. The "Use of Proceeds" section on page 18
should be expanded accordingly.
3. The staff notes that some equity positions held by the Fund may be
subject to extensive speculation with regard to future potential for an initial
public offering. This public speculation may cause Fund's shares to trade at
significant premiums immediately prior to a portfolio company's initial public
offering. This would appear to occur when Fund shares are used as a
surrogate for portfolio company shares. However, once the shares of the
portfolio company become widely available to the public, any premium that
the Fund trades at may be reduced or eliminated. Please be aware that
depending on the Fund's market premium and the depth of public
speculation regarding its portfolio companies, the Fund may need to add
disclosure similar to that on the cover page of the Old Registration1. Please
1 The cover page of the Old Registration states, "(aJs of March 31, 2012, our shares traded at a
significant premium to our net asset value per share. However, only relatively recently the Company's
common stock had traded at a substantial discount to its net asset value. If our premium decreases
after this offering, investors who purchase shares in this offering would experience losses. The
premium may also be reduced or eliminated if and when certain of our portfolio companies complete
initial public offerings. As of December 31, 2011, our net asset value per share was $23.92 per share.
Assuming a public offering price of $34.79 per share, which was the last reported sales price for our
common stock on the NASDAQ Global Market on April 16, 2012, purchasers in this offering will
experience immediate and substantial dilution in net asset value of approximately $8.37 per share.
See "Dilution" for more information. In addition, the companies in which we invest are subject to
special risks."
2

explain in your response letter how the Fund will address/monitor this issue
in its prospectus supplements.
Page 7
4. The table on this page has a column captioned "Percent of Long-Term
Investments" with respect to the Fund's top five equity holdings. This
presentation appears to eliminate the Fund's large cash position. Thus, it
might give the appearance that the top five holdings are a more significant
part of the Fund's investment portfolio than they actually are. Please revise
the disclosure to take into account the Fund's cash position.
Page 12
5. Substitute the word "do" for the word "may" in the last sentence of the
last paragraph on this page.
Page 14
6. Please ensure that in any prospectus supplement the Example will be
adjusted for any sales load.
Page 16
7. The Fund should provide some cautionary footnote language for
investors as to the strong probability that it will be unlikely to maintain such
large premiums to NAV in the future (e.g., 93.9% and 64.9%) with respect
to the chart on this page.
Page 22
8. If true, insert the term "equity" before the word "securities" in the first
sentence of the third full paragraph discussing valuation.
Page 37
9. Please inform the staff whether the Board will review and approve in
advance the valuation methodology of any third-party pricing service it uses
and confirm that the Board will regularly review the historical accuracy of its
fair value methodologies. See Release No. IC-26299; "Compliance Programs
of Investment Companies and Investment Advisers," (December 17, 2003)2.
2 The Release states that Rule 38a- 1 requires Funds to provide a methodology or methodologies by
which the fund determines the current fair value of the portfolio security, and to "regularly review the
3

Page 43
10. Please explain the caption and disclosure for "companies that have
developed leading market positions within their respective markets" in light
of the Fund's stated exposure to micro-cap companies. Revise and develop
the disclosure as needed.
11. Expand the disclosure related to the penultimate sentence of the last
paragraph to explain why the Fund believes strategic sales are more likely
than initial public offerings.
Page 44
12. Please revise the disclosure regarding the independent accountant's
participation in the due diligence efforts to make clear that such participation
will be by independent accountants other than from the Fund's independent
accounting firm providing the Fund's audit.
Page 5-10
13. In your response letter, undertake to include in any prospectus
supplement, as applicable, under a section captioned "Additional Underwriter
Compensation" a description of the terms of any agreement that the Fund
will have entered into with the underwriters for services other than share
distribution, and specify the nature of the services that the underwriter has
provided or will provide thereunder that differ from typical underwriting
services. Please undertake to disclose whether any such fee payable
thereunder is a one-time fee or whether it is payable annually, and
undertake to file all such agreements as exhibits in a post-effective
amendment to the registration statement. Any underwriting contract should
be filed by amendment.
Part C
14. Please file as an exhibit the legality opinion regarding all securities
being registered, and related consent of counsel, with your next pre-
effective amendment. In this regard, since the terms of the actual offerings
from this registration statement appear to be uncertain and not yet
authorized by the Company's Board of Directors, the Company may need to
undertake to file an unqualified legality of shares opinion, and any necessary
appropriateness and accuracy of the method used in valuing securities, and make any necessary
adjustments".
4

consents, in a post-effective amendment with each takedown from this shelf
registration statement. See Rule 462(d) under the 1933 Act.
General
15. Confirm to the staff in your response letter that the Company will
submit any underwritten offering to FINRA for its prior approval of the
underwriting terms.
16. We may have additional comments on disclosures made in response to
this letter, on information supplied supplementally, or on exhibits added in
any pre-effective amendments.
17. Response to this letter should be in the form of a pre-effective
amendment filed pursuant to Rule 472 under the Securities Act. The pre-
effective amendment filing should be accompanied by a supplemental letter
that includes your responses to each of these comments. Where no change
will be made in the filing in response to a comment, please indicate this fact
in your supplemental letter and briefly state the basis for your position. You
should review and comply with all applicable requirements of the federal
securities laws in connection with the preparation and distribution of a
preliminary prospectus.
18. Please advise us if you have submitted or expect to submit an
exemptive application or no-action request in connection with your
registration statement.
******
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an informed
decision. Since the Fund and its management are in possession of all facts
relating to the fund's disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the Fund requests
acceleration of the effective date of the pending registration statement, it
should furnish a letter, at the time of such request, acknowledging that
5

should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Fund
from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and
the Company may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Investment Management in connection with our review of your filing or in
response to our comments on your filing.
We will consider a written request for acceleration of the effective date
of the registration statement as a confirmation of the fact that those
requesting acceleration are aware of their respective responsibilities. We will
act on the request and, pursuant to delegated authority, grant acceleration
of the effective date.
******
Should you have any questions regarding this letter, please contact
me at (202) 551-6966.
Sincerely,
Kevin C. Rupert
Accountant
6

CORRESP
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Law Offices of Paul Hastings LLP

55 Second Street

San Francisco, California 94105-3441

Telephone  (415) 856-7000

Facsimile  (415) 856-7100

www.paulhastings.com

February 5, 2013

VIA EDGAR [CORRRESPONDENCE FILING]

Secretary

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC  20549

Re:

Firsthand Technology Value Fund, Inc.

Registration Statement on Form N-2  (File No. 333- 186158)

Dear Sir or Madam:

The registrant named above (the “Registrant”) filed a registration statement on Form N-2 on January 23, 2013 (the “New Registration Statement”) relating to the registration of its common stock on a shelf basis for future possible issuances from time to time.  The Registrant expects to file a pre-effective amendment to the New Registration Statement to increase the total offering price of the shares covered by the New Registration Statement.

The New Registration Statement is an updated version of the Registrant’s registration statement on Form N-2 declared effective on April 19, 2012 (file no. 333-179606) and is intended to update financial information to include results for the fiscal year ended December 31, 2012 and the related management’s discussion and analysis, as well as to make non-material disclosure changes for various purposes including disclosure of updated portfolio holdings, business activities and market information such as net asset value and stock price as of a more recent date.  Financial information as of December 31, 2012 has not yet been added to the New Registration Statement pending completion of the annual audit for that period.  It will be supplied through a pre-effective amendment.

In light of the similarities between the disclosures made in the prior effective registration statement and using principles stated in Release Nos. 33-6510 and IC-13768 (Feb. 15, 1984), we respectfully request that the staff of the Securities and Exchange Commission consider a cursory or selective review position with respect to the New Registration Statement.

To facilitate the staff’s consideration of this request, we submit that there are no problem areas warranting special attention and there are no new investment techniques or policies disclosed.  In addition to the areas noted above, primarily the updated financial information, the methods of distribution have been expanded to allow for a typical use of a shelf registration statement.

Please advise us if we can provide any further information or assistance to facilitate your review.  Please direct any comments or questions regarding this filing to the undersigned at (415) 856-7007.

Very truly yours,

/s/ David A. Hearth, Esq.

of PAUL HASTINGS LLP

Enclosure

cc:

Kevin M. Landis (w/ enclosures)

Kelvin K. Leung, Esq. (w/ enclosures)

CORRESP
1
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Firsthand Technology Value Fund, Inc.

150 Almaden Blvd., Suite 1250

San Jose, California 95113

April 18, 2012

VIA EDGAR [CORRESPONDENCE FILING]

Mr. Kevin C. Rupert

Accountant

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C.  20549

Re:

Firsthand Technology Value Fund, Inc.

Registration Statement on Form N-2 (File Nos. 333-179606 and 814-00830)

Dear Mr. Rupert:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Firsthand Technology Value Fund, Inc. (the “Fund”) hereby requests that the effective date for the above-captioned Registration Statement be accelerated so that it will be declared effective by 9:30 a.m., Eastern Time, on Thursday, April 19, 2012, or as soon thereafter as practicable.

We hereby acknowledge that:

1.

Should the United States Securities and Exchange Commission (the “Commission”), or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare this filing effective, it does not foreclose the Commission from taking any action with regard to the filing;

2.

The action of the Commission, or the Staff acting pursuant to delegated authority, in declaring the above-captioned Registration Statement effective, does not relieve the Fund from its responsibility for the adequacy and accuracy of the disclosure in this filing; and

3.

The Fund may not assert this action as a defense in any proceeding initiated by the Commission or any person under the Federal securities laws of the United States.

Very truly yours,

Firsthand Technology Value Fund, Inc.

By:

/s/ Kevin M. Landis

Kevin M. Landis

President

cc:

Kelvin K. Leung, Esq.

David A. Hearth, Esq.

CORRESP
1
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Ladenburg Thalmann & Co. Inc.

520 Madison, 9th Floor

New York, New York 10022

April 18, 2012

VIA EDGAR [CORRESPONDENCE FILING]

Mr. Kevin C. Rupert

Accountant

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C.  20549

Re:

Firsthand Technology Value Fund, Inc.

Registration Statement on Form N-2

(File Nos. 333-179606 and 814-00830)

Dear Mr. Rupert:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the representative of the prospective underwriters of the above captioned securities, hereby joins in the request of Firsthand Technology Value Fund, Inc. that the effectiveness of the Registration Statement relating to such securities be accelerated so that the Registration Statement will become effective by 9:30 a.m., Eastern Time, on Thursday, April 19, 2012, or as soon thereafter as practicable.

Very truly yours,

LADENBURG THALMANN & CO., INC.,

AS THE REPRESENTATIVE OF THE

SEVERAL UNDERWRITERS

By:

/s/ Steven Kaplan

Name: Steven Kaplan

Title: Head of Capital Markets

CORRESP
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Law Offices of

Paul Hastings LLP

55 Second Street, 24th Floor

San Francisco, CA 94105

Telephone (415) 856-7007

Facsimile (415) 856-7107

Internet  www.paulhastings.com

April 18, 2012

VIA EDGAR [CORRESPONDENCE FILING]

Mr. Kevin C. Rupert

Accountant

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C.  20549

Re:

Firsthand Technology Value Fund, Inc.

Registration Statement on Form N-2 (File Nos. 333-179606 and 814-00830)

Dear Mr. Rupert:

On behalf of our client, Firsthand Technology Value Fund, Inc. (the “Fund”), we hereby respond to the oral comments received on April 12, 2012 from the staff of the U.S. Securities and Exchange Commission (the “Staff”) with respect to Pre-Effective Amendment No. 1, filed on March 27, 2012 (“Amendment No. 1”), to the Fund’s Registration Statement on Form N-2 filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 21, 2012 (the “Initial Registration Statement”).

Attached hereto are marked pages showing the changes intended to be made as part of Pre-Effective Amendment No. 2 to the Initial Registration Statement, which the Fund expects to file with the Commission on or about April 18, 2012.  The Initial Registration Statement, as amended by Amendment No. 1 and all future amendments, is referred to herein as the “Registration Statement.”

The comments are repeated below and organized in the same fashion as presented by the Staff.

General Comments

1.         With respect to the Certificate of Correction filed as Exhibit 2(a)(2) to the Initial Registration Statement (“Certificate”), please provide (a) correspondence from the Fund’s Maryland counsel confirming that the Certificate was filed in manner consistent with the laws and regulations of the State of Maryland and the Fund’s Articles of Amendment and Restatement, and (b) correspondence from Fund counsel confirming, in reliance upon the

correspondence requested above, that the Board of Directors of the Fund (“Board”) was properly constituted in accordance with the Investment Company Act of 1940, as amended (the “1940 Act”), in particular Section 10(a) regarding the required number of disinterested directors.

Response: Please see attached to this letter correspondence from the Fund’s Maryland counsel.  Based on that letter, we hereby confirm that the Board since inception consisted of four directors, three of whom are not “interested persons” within the meaning of Section 2(a)(19) of the 1940 Act, and, therefore, the Board is properly constituted under the 1940 Act.

Fees and Expenses

2.         Please verify the calculation of the dollar figures in the table under “Example,” which appear high given the expense ratio stated under “Estimated Annual Expenses.”

Response: The dollar figures presented under “Example” assume that the 5% gain each year is subject to the 20% Incentive Fee (as described in the Registration Statement), instead of being calculated using the 2% Management Fee.  The calculation is done in this manner in response to comments received from the Staff as part of the Fund’s initial registration statement disclosure declared effective in 2011.

Risk Factors

3.         Revise the last paragraph under the heading “Our incentive fee may induce FCM to make speculative investments and these fees will, in effect, be borne by our common stockholders” to state that the regular quarterly accrual of the Incentive Fee, on a hypothetical as-liquidated basis, for purposes of calculating the Fund’s net asset value, is intended to mitigate the effect of the Incentive Fee on the net asset value for stockholders who have not enjoyed the related appreciation in the Fund’s net asset value.

Response: Comment accepted. The Fund will revise its disclosure accordingly in Amendment No. 2.  Please see the attached proposed revisions to that page.

Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding proposed Amendment No. 2 or this response letter to the undersigned at (415) 856-7007.

Very truly yours,

/s/ David A. Hearth

David A. Hearth

of PAUL HASTINGS LLP

cc:

Kevin M. Landis (w/ enclosures)

Kelvin K. Leung, Esq. (w/ enclosures)

Attachment 1

Proposed Revisions to Registration Statement

investment in a portfolio company to the extent that we have material non-public information regarding such portfolio company.

We may experience fluctuations in our quarterly results.

We could experience fluctuations in our quarterly operating results due to a number of factors, including the performance of the portfolio securities we hold; the level of our expenses; variations in, and the timing of the recognition of, realized and unrealized gains or losses; the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

There are significant potential conflicts of interest that could impact our investment returns.

Our executive officers and directors may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by affiliates of FCM that may be formed in the future. Accordingly, if this occurs, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders.

In the course of our investing activities, we will pay investment management and incentive fees to FCM, and will reimburse FCM for certain expenses it incurs. As a result, investors in our common stock will invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in a lower rate of return than an investor might achieve through direct investments. Accordingly, there may be times when the management team of FCM has interests that differ from those of our stockholders, giving rise to a conflict.

Most members of the board of directors of the Company are also trustees of the Board of Trustees of Firsthand Funds. Of the four directors of the Company, Messrs. Landis, Burglin, and Yee all serve as both directors for the Company and trustees for Firsthand Funds. Mr. Lee is the only director of the Company who is not also a trustee of Firsthand Funds. The Company believes such a commonality of the board brings continuity of oversight and allows the board of the Company to maintain the institutional knowledge and experience of overseeing illiquid securities and their pricing methods.

Our incentive fee may induce FCM to make speculative investments and these fees will, in effect, be borne by our common stockholders.

The incentive fee payable by us to FCM may create an incentive for FCM to make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement. The incentive fee payable to the Investment Adviser is calculated based on a percentage of our return on invested capital. This may encourage the Investment Adviser to invest in higher risk investments in the hope of securing higher returns.

We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, as well as other special purpose vehicles set up by third parties for investment in a particular private company. To the extent we so invest, we will bear our ratable share of any such investment company’s expenses, including management and incentive fees. We will also remain obligated to pay investment advisory fees, consisting of a base management fee and incentive fees, to FCM with respect to the assets invested in the securities and instruments of other investment companies under the Investment Management Agreement (as defined under “Discussion of Expected Operating Plans—Contractual Obligations”). With respect to any such investments, each of our stockholders will bear his or her share of the investment advisory fees of FCM as well as indirectly bearing the investment advisory fees and other expenses of any investment companies in which we invest.

After the date for this offering, we may be required to pay FCM an incentive fee for performance in periods before investors purchased their shares of our common stock in this offering or in the open market.  For that reason, new investors could in effect bear the expense of that incentive fee without having benefitted from any favorable performance that generated the incentive fee. In order to mitigate that risk, when calculating our NAV quarterly,

15

we include a quarterly accrual of projected incentive fees (calculated on a hypothetical as-liquidated basis) even though any incentive fee would be paid only once a year. It is important to note that incentive fees are calculated based on realized gains net of realized losses and unrealized depreciation in the portfolio. In other words, realized losses and unrealized depreciation have the effect of reducing incentive fees payable by us to FCM.

Changes in laws or regulations governing our operations may adversely affect our business.

We and our portfolio companies will be subject to regulation by laws at the local, state, and federal levels. These laws and regulations, as well as their interpretation, may be changed from time to time. Accordingly, any change in these laws or regulations could materially and adversely affect our business.

Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.

The Maryland General Corporation Law, our charter, and our bylaws contain provisions that may discourage, delay or make more difficult a change in control of the Company or the removal of the Company’s directors. We are subject to the Maryland Business Combination Act, the application of which is subject to any requirements of the 1940 Act. Our board of directors has adopted a resolution exempting from the Maryland Business Combination Act any business combination between us and any other person, subject to prior approval of such business combination by our board, including approval by a majority of our disinterested directors. If the resolution exempting business combinations is repealed or our board does not approve a business combination, the Maryland Business Combination Act may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer. Our bylaws exempt from the Maryland Control Share Acquisition Act acquisitions of our common stock by any person. If we amend our bylaws to repeal the exemption from the Maryland Control Share Acquisition Act, the Maryland Control Share Acquisition Act also may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating such an offer.

We have also adopted other measures that may make it difficult for a third party to obtain control of us, including provisions in our charter classifying our board of directors in three classes with each director serving a staggered three-year term and until his or her successor is duly elected and qualifies.  Our charter also authorizes our board of directors (without stockholder approval) to classify or reclassify shares of our stock in one or more classes or series and to cause the issuance of additional shares of our stock.  Additionally, our charter permits a majority of the entire board (without stockholder approval) to amend our charter to increase or decrease the number of shares of stock or the number of shares of stock of any class or series that we have authority to issue. These provisions, as well as other provisions of our charter and bylaws, may delay, defer, or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders.

Our board of directors may change our investment objective, operating policies, and strategies without prior notice or stockholder approval.

Our board of directors has the authority to modify or waive certain of our operating policies and strategies without prior notice and without stockholder approval (except as required by the 1940 Act). However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a business development company. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results, and value of our stock. Nevertheless, the effects may adversely affect our business and impact our ability to make distributions.

RISKS RELATED TO OUR INVESTMENTS

Our investments in prospective portfolio companies may be risky, and you could lose all or part of your investment.

We make equity investments primarily in equity securities and equity derivatives (such as options, warrants, rights, etc.) of privately placed venture capital stage technology and alternative energy companies as well as publicly traded micro-cap companies (those with market capitalizations of less than $250 million).  Our goal is ultimately to

16

Attachment 2

Correspondence from Maryland Counsel

April 16, 2012

Firsthand Technology Value Fund, Inc.

150 Almaden Blvd., Suite 1250

San Jose, California 95113

Re:

Registration Statement on Form N-2 (File No. 333-179606)

Ladies and Gentlemen:

We understand that you have received a comment from the staff of the U.S. Securities and Exchange Commission (the “Commission”) regarding the certificate of correction of Firsthand Technology Value Fund, Inc., a Maryland corporation (the “Company”), accepted for record by the State Department of Assessments and Taxation of Maryland on September 19, 2011 (the “Certificate of Correction”).

We hereby confirm our prior advice to you as your Maryland counsel that the Certificate of Correction was filed in a manner consistent with the Maryland General Corporation Law and the charter and Bylaws of the Company.

While we are expressing no formal opinion, we understand that this letter will be filed as an appendix to EDGAR correspondence filed with the Commission by Paul Hastings LLP, counsel to the Company, and we consent to the inclusion of this letter with such correspondence.

Very truly yours,

/s/ Michael A. Leber

CORRESP
1
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Firsthand Technology Value Fund, Inc.

111 North Market Street, Suite 105

San Jose, California 95111

January 5, 2011

VIA EDGAR [CORRESPONDENCE FILING]

Mr. Kevin C. Rupert

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attention: Division of Investment Management

Re:

Firsthand Technology Value Fund, Inc.

Registration Statement on Form N-2, originally filed on July 19, 2010, as

amended  (File No. 333-168195)

Dear Mr. Rupert:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Firsthand Technology Value Fund, Inc. (the “Fund”) hereby requests that the effective date for the above-captioned Registration Statement be accelerated so that it will be declared on Friday, January 7, 2011, or as soon as practicable thereafter.

We hereby acknowledge that:

1.

Should the United States Securities and Exchange Commission (the “Commission”), or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare this filing effective, it does not foreclose the Commission from taking any action with regard to the filing;

2.

The action of the Commission, or the Staff acting pursuant to delegated authority, in declaring the above-captioned Registration Statement effective, does not relieve the Fund from its responsibility for the adequacy and accuracy of the disclosure in this filing; and

3.

The Fund may not assert this action as a defense in any proceeding initiated by the Commission or any person under the Federal securities laws of the United States.

Very truly yours,

FIRSTHAND TECHNOLOGY VALUE FUND, INC.

By:

/s/ Kevin Landis

Kevin Landis

President

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
INVESTMENT MANAGEMENTAugust 13, 2010
David Hearth, Esq.
Paul, Hastings, Janofsky & Walker LLP
55 Second Street, 24th Floor
San Francisco, California 94105-3441
RE: Firsthand Technology Value Fund, Inc.
File Nos.: 333-168195 and 814-00830
Dear Mr. Hearth:
We have reviewed the registration statement on Form N-2 of
Firsthand Technology Value Fund, Inc. (the "Fund"), filed on July 19,
2010, to register its common shares under the Securities Act of 1933
("1933 Act"). The Fund intends to elect to be a business development
company ("BDC") under the Investment Company Act of 1 940 (" 1 940
Act"). On the same date, the Fund also filed a Form N- 14 merger
proxy/prospectus (333- 168196) ("N- 14") in connection with a special
meeting of the shareholders of Firsthand Technology Value Fund
("TVF"), a series of Firsthand Funds, with respect to a merger of TVF
and the Fund ("Merger"). Both the Fund and TVF are managed by
SiVest Group, Inc. ("SiVest").
According to the registration statement and the merger
proxy/prospectus, the Fund will acquire a portfolio of investments from
TVF that consists of TVF's illiquid securities and substantial cash, as
TVF will reduce all of its assets to cash except for the illiquid securities.
We presume that the illiquid investments included in the merger are
carried at fair value in accordance with Section 2(a)(41) of the 1940
Act. We also note that it appears that TVF has continuously held in
excess of 15% of its net assets in illiquid securities since the 4th
quarter of 2007, and that TVF asserts it has made bona fide, yet
unsuccessful, attempts to sell the illiquid securities at carrying value.
You should consider a comment made with respect to one
section applicable to similar disclosure elsewhere in the registration
statement. We have the following comments.
1. Today we provided you will verbal comments on the N- 14. To
the extent those comments are applicable to this filing we will

generally not repeat them, but we will take this opportunity to remind
you that those comments also apply to this registration statement, and
that the disclosure should include any changes resulting from those
comments. In addition, to the extent any of these comments apply to
the N- 14, you should also make appropriate changes.
Cover Paqe
2. Prominently disclose that, unlike TVF the Fund's common stock is
not redeemable at net asset value, that the shares of closed-end
investment companies, such as BDCs, frequently trade at a discount
from net asset value, that there can be no assurance that a trading
market will develop or will be sustainable for the Fund's common stock
after the Reorganization, that the merger is expected to be a taxable
event under federal income tax law, and that accumulated capital loss
carryforwards of approximately $1.6 billion will be lost in the merger.
Please ensure that each topic is appropriately discussed in an
appropriately captioned section in the prospectus (e.g., Important
Merger Consequences).
3. While the registration statement is incomplete, it appears to us
that the public shareholders purchasing in this offering will be subject
to some degree of dilution from Fund expenses. Thus, the second
sentence in the third paragraph on page 3 should be revised
accordingly. See comment 26 below
4. Insert the word "will" for the word "may" in the first sentence of
the first full paragraph on page 4.
Paqe 5
5. Revise the last sentence of the first paragraph with respect to
the accuracy of information contained in the prospectus. The Fund
cannot makes sales of its shares and disclaim responsibility for the
accuracy of material information in the prospectus. This comment also
applies to the disclosure on page 26.
Paqe 7
6. Please ensure that the potential fiduciary conflicts arising from
Mr. Landis' role in the alternative energy start-up companies is
disclosed. Indeed, whether the Fund invests in these companies or
not, there might be a potential for conflict. Does the Fund propose to
invest in these companies? Please revise the disclosure to explain how
2

the conflicts will be resolved to protect shareholder interests. The
revised disclosure must provide enough specificity to apprise
shareholders of the potential fiduciary conflicts. Are there written
procedures that have been formally adopted? Is there an independent
director designated to rule on such conflicts? Are these the corporate
partners with whom Mr. Landis has long-term relationships, as
discussed on page 10? This comment also applies to the first two full
paragraphs on page 20, and the disclosure on page 42.
Are there any common directors between the Fund, TVF, and the
issuers of the illiquid securities? Does the Merger potentially benefit
the issuers of TVF's illiquid securities by not putting the illiquid
securities into the market (as would occur with a liquidation of TVF)?
Please disclose and explain the potential conflicts.
7. The second sentence of the third paragraph should be revised to
define how a portfolio company is determined to be a technology
company (e.g., companies with at least 50% of revenues or 50% of
assets invested in the technology sector).
Paqe 8
8. In the last paragraph before the "Market Opportunity" section
substitute the word "may" for the phrase "expect to", or provide a
definitive date as to when such hiring will occur.
9. In the second sentence of the last paragraph on this page, insert
the word "may" for the word "will".
10. The Fund should delete the 2012 IPO reference for its
investments or it should include objective criteria as to how it will
make such investments (including the illiquid securities acquired in the
merger) .
Paqe 10
11. Please expand the explanation in the first paragraph for "value-
oriented investment philosophy" in terms of a Fund's investment in
clean technology companies.
3

Paqe 11
12. Confirm that the assets to be acquired from TVF in the merger
are eligible portfolio company securities under Section 2(a)(46) of the
1940 Act.
13. With respect to the merger, it is unclear if there is an entity
designated as the accounting successor as well as the successor for
purposes of the presentation of prior performance information, in
accordance with the guidance provided by the staff of the Commission
in North American Security Trust (pub. avaiL. August 5, 1994). Please
provide this information (and the basis therefore) in your response
letter. Please also explain what financial statements will be included in
the Fund's registration statement at effectiveness. See page 66.
Paqe 12
14. On page 13, the Fund states that its investment adviser will be
paid a fee of 2.00% of gross assets. The second paragraph on page
12 states that until the Fund invests the cash portion of the merger
proceeds in twelve to eighteen months, it will generally invest in
Government securities and other short-term high quality investments.
Returns for these proposed investments are such that, in conjunction
with even the base management fee and other Fund expenses, the
Fund may likely lose money until it becomes fully invested. Please
revise the disclosure accordingly.
Paqe 13
15. Please disclose the pricing methodology for reinvestments under
the dividend reinvestment plan.
16. The second paragraph states that the Fund's investment adviser
will be paid a base fee of 2.00% of gross assets and an incentive fee.
Disclose that the incentive fee structure of the Fund and the
calculation of the base management fee on gross assets give the
Fund's investment adviser an incentive to leverage the Fund when it
may be unwise to do so, or an incentive to not deleverage the Fund
when it would otherwise be appropriate to do so.
Paqe 14
17. Delete the word "may" in the fourth sentence in the penultimate
paragraph.
4

Paqe 15
18. Relocate the parenthetical "( estimated)" to the "Other Expenses"
line in the fee table.
19. Since the body of the fee table presents the base management
fee as 2.00% of net assets attributable to common stock and footnote
(4) generally references the management fee as a percentage of gross
assets, please include unequivocal disclosure that the Fund will not
leverage during the coming year. If the Fund will leverage, please
disclose the leverage limits and revise the fee table accordingly.
Please explain how the calculation is made to present the management
fee as a percentage of net assets attributable to common stock.
Please include some discussion of leverage and disclose that debt and
preferred shares are not allocated expenses, such as advisory fees.
Disclose that all estimated leverage costs (including interest and any
dividends on preferred shares) the Fund will incur during the coming
year are included in the fee table.
20. We believe that the Example should present the five percent
return required by Form N-2 as if it results entirely from net realized
capital gains (making the entire 5% return subject to the 20% capital
gains incentive fee). The Fund's incentive fees are material and we
believe it is unreasonable to simply ignore such fees. Please expand
the disclosure and complete the Example accordingly.
Paqe 17
21. Substitute the word "no" for the word "limited" in the third
highlighted risk statement, or describe the limited experience the
investment adviser has in managing a BDC.
Paqe 19
22. The illquid investments to be acquired by the Fund will be
acquired and carried at fair value in accordance with Section 2(a)(41)
of the 1940 Act. TVF has also carried the illiquid securities at fair
value in accordance with Section 2(a)(41), and TVF has apparently,
since the 4th quarter of 2007 continuously had in excess of 15% of its
net assets in these illiquid securities. Please include the disclosure
from page 16 of the N-14 proxy/prospectus with respect to the
illiquidity of these assets and the inability of TYF to sell the assets at
the carrying value. Expand the disclosure with regard to the
5

circumstances surrounding the failure of the auction. Over an
extended period, the inab)lity of TVF to sell the illiquid assets at the
approximate carrying value is material information for shareholders
and potential shareholders. A reasonably prudent investor might
conclude that when TVF could not sell the assets at their carrying
values, the carrying values are questionable. Please revise the
disclosure and describe this unique risk.
23. Please disclose that the Fund's fair value policies are in writing.
Since the Fund discusses follow-on investments in portfolio
companies on page 22 that mayor may not actually be made, ensure
that the Fund's written fair value policies fully address this issue in
accordance with Section 2(a)( 41) of the 1940 Act.
Paqe 23
24. Since the fee table does not disclose any "Acquired Fund Fees
and Expenses", revise the disclosure in the first sentence of the third
full paragraph to state that the Fund will not make such investments
during the coming year, or revise the fee table accordingly. This
comment also applies to the first full paragraph on page 62.
25. Please explain supplementally why foreign securities pose
significant risks for the Fund's shareholders.
Paqe 25
26. In light of the dilution disclosure and the omitted financial
statements, will the Fund have a negative NAV at the time of the
merger? If so, please provide cover page disclosure.
Paqe 27
27. Please explain supplementally the second bullet point in the
context of a BDC with respect to sales and repurchases of its common
stock.
28. In the third bullet the N-14 discloses that due diligence review
fees are payable to third parties. Are these parties independent of the
investment adviser and its affiliates? Do these services require a
Section 15 contract? Are these services a performance obligation of
the Fund's investment adviser under its Section 15 contract with the
Fund? If so, will the Fund's investment adviser bear this expense,
without reimbursement from the Fund? Please revise the disclosure as
6

needed. This comment also applies to the third bullet point on page
45.
Päqe 33
29. Disclose that SiVest has never managed a BDC and that SiVest. ,
has only managed an investment company since August 3, 2009.
Paqe 34
30. The charts on pages 8 and 34 appear to be identical. Please
rectify the apparent redundancy. In addition, charts or graphs should
not precede the fee table.
Paqe 37
31. Provide portfolio company specific summaries with respect to the
positions the Fund will hold after the merger.
Paqe 38
32. Please explain how the illiquid portfolio securities that the Fund
will acquire in the merger will meet the "viable exit strategy"
requirements discussed on this page. If these securities present a
viable exit strategy for the Fund, so state, and provide an appropriate
explanation. If these securities do not provide a viable exit strategy,
please expand the disclosure accordingly. See comments 22 and 34.
Paqe 41
33. The Fund's address was omitted, although there was an address
on the facing page of the filing. Has the investment adviser changed
locations? Revise the disclosure accordingly.
34. The Fund appears to have but a single interested director at this
time. A merger requires both the target fund's and the acquiring
fund's board of directors to determine that the proposed merger is in
the best interests of their respective shareholders. It appears that this
decision has already been made for the Fund, but without the input of
a properly constituted board of directors under Section 56(a) of the
1940 Act. How will the disinterested Board members address the
valuation question outlined in comment 22? It appears that TVF was
unable to sell the illiquid securities at their carrying value for a
prolonged period. In light of that, why would the Fund be willing to
7

acquire such securities at TVF's carrying value in the Merger? Please
explain.
Paqe 44
35. This section illustrates the calculation of the incentive fees. We
suggest that the Fund provide similar examples in its periodic reports
to shareholders to show the calculation of the incentive fee actually
paid for the period.
Paqe 46
36. Please explain supplementally why the BDC Board of Directors
considered portfolio transactions and the provision of brokerage and
research services to the investment adviser. There would seem to be
little use of these services in the Fund's format, especially in respect of
the first sentence of the first full paragraph on page 62.
37. Expand the disclosure to explain the consideration given to
potential economies of scale in approving the investment advisory
contract.
Paqe 59
38. Under the caption "Approval of Extraordinary Corporate Action;
Amendment of Charter and Bylaws" the Fund generally states that
making its common stock a redeemable security and any proposal for
liquidation or dissolution requires the approval of the stockholders
entitled to cast at least 80% of the votes entitled to be cast on such
matter. Please explain why Section 13(a)(1)1 of the 1940 Act and the
vote required thereunder may be different from the shareholder vote
defined in Section 2(a)(42) of the 1940 Act.
General
39. Please inform us whether the officers, directors, and beneficial
owners of more than 10% of the Fund's securities have filed or will file
the oWhership reports (Forms 3, 4, and 5) required by Section 16(a) of
the Securities Exchange Act of 1934.
i We note that Section l1(b) of the 1940 Act used the term "at least" while Section l3Ca) does
not.
8

40. We note that material portions of the filing are incomplete and
that most exhibits and the financial statements are omitted. We may
have additional comments on such por:tions when you complete them
in a pre-effective amendment, on disclosures made in response to this
letter, on information supplied supplementally, or on exhibits added in
any pre-effective amendments.
41. Section 17(a)2 of the 1940 Act would appear to apply to the
merger. It appears that you believ