Contract Agreement Part One

FIRSTHAND MEDICAL SPECIALISTS FUND
AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of this 3rd day of January, 2000, by and between:

INGENUITY CAPITAL TRUST ("Ingenuity Capital Trust"), a Delaware business trust, for itself and on behalf of the

Ingenuity Medical Specialists Fund (the "Acquiring Fund"), a series of Ingenuity Capital Trust, and

FIRSTHAND FUNDS ("Firsthand Funds"), a Delaware business trust, for itself and on behalf of the Firsthand Medical Specialists Fund (the "Acquired Fund"), a series of Firsthand Funds.

Other than the Acquired Fund, no other series of Firsthand Funds is a party to this Agreement.

In accordance with the terms and conditions set forth in this Agreement, the parties desire that all of the assets of the Acquired Fund be transferred to the Acquiring Fund, and that the Acquiring Fund assume the Stated Liabilities of the Acquired Fund, in exchange for shares of the Acquiring Fund ("Acquiring Fund Shares"), and that such Acquiring Fund Shares be distributed immediately after the Closing, as defined in this Agreement, by the Acquired Fund to its shareholders in liquidation of the Acquired Fund.

This Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code").

In consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:

1. REORGANIZATION OF ACQUIRED FUND

1.1 Subject to the terms and conditions herein set forth, and on the basis of the representations and warranties contained herein, the Acquired Fund shall assign, deliver and otherwise transfer its assets as set forth in paragraph 1.2 (the "Fund Assets") to the Acquiring Fund and the Acquiring Fund shall assume the Acquired Fund's Stated Liabilities.

The Acquiring Fund shall, as consideration therefor, on the Closing Date, deliver to the Acquired Fund full and fractional Acquiring Fund Shares, the number of which shall be determined by dividing the value of the Acquired Fund Assets, net of the Acquired Fund's Stated Liabilities, by the net asset value of one share of the Acquiring Fund.

1.2(a) With respect to the Acquired Fund, the Fund Assets shall consist of all property and assets of any nature whatsoever, including, without limitation, all cash, cash equivalents, securities, claims and receivables (including dividend and interest receivables) owned by the Acquired Fund, and any prepaid expenses shown as an asset on the Acquired Fund's books on the Closing Date.

1.2(b) Before the Closing Date, the Acquired Fund will provide the Acquiring Fund with information regarding its assets and its known liabilities.

The Acquired Fund reserves the right to sell or otherwise dispose of any of the securities or other assets shown on the list of the Acquired Fund's Assets prior to the Closing Date but will not, without the prior approval of the Acquiring Fund, acquire any additional securities other than securities which the Acquiring Fund is permitted to purchase in accordance with its stated investment objective and policies.

1.3 The Acquired Fund will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date.

The Acquiring Fund will assume all liabilities and obligations reflected on an unaudited statement of assets and liabilities of the Acquired Fund prepared by the Administrator of the Acquired Fund as of the Applicable Valuation Date, in accordance with generally accepted accounting principles consistently applied from the prior audited period ("Stated Liabilities").

1.4 Immediately following the Closing, the Acquired Fund will distribute the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1 pro rata to its shareholders of record determined as of the close of business on the Closing Date ("Acquired Fund Investors") in complete liquidation of the Acquired Fund.

1.5 If any request shall be made for a change of the registration of shares of the Acquiring Fund to another person from the account of the stockholder in which name the shares are registered in the records of the Acquired Fund, it shall be a condition of such registration of shares that there be furnished to the Acquiring Fund an instrument of transfer properly endorsed, accompanied by appropriate signature guarantees and otherwise in proper form for transfer.

1.6 Following the transfer of assets by the Acquired Fund to the Acquiring Fund, the assumption of the Acquired Fund's Stated Liabilities by the Acquiring Fund, and the distribution by the Acquired Fund of the Acquiring Fund Shares received by it pursuant to paragraph 1.4, the Administrator of the Acquired Fund shall terminate the qualification, classification and registration of the Acquired Fund with all appropriate federal and state agencies.

2. VALUATION

2.1 The value of the Acquired Fund's Fund Assets shall be the value of such assets computed as of the time at which its net asset value is calculated on the business day immediately preceding the Closing Date, or at such time on such earlier or later date as may mutually be agreed upon in writing among the parties hereto (the "Applicable Valuation Date").

2.2 The net asset value of each share of the Acquiring Fund shall be the net asset value per share computed on the Applicable Valuation Date.

2.3 All computations of value contemplated by this Article 2 shall be made by the Acquired Fund's Custodian in accordance with its regular practice as pricing agent and reviewed by its independent auditors.

3. CLOSING(S) AND CLOSING DATE

3.1 The Closing for the Reorganization shall occur on:

Closing Date:

and/or on such other date(s) as may be mutually agreed upon in writing by the parties hereto. The Closing(s) shall be held at the offices of Ingenuity Capital Trust or at such other location as is mutually agreeable to the parties hereto.

3.2 The Acquiring Fund's custodian shall deliver at the Closing a certificate of an authorized officer stating that:

(a) the Fund Assets have been delivered in proper form to the Acquiring Fund on the Closing Date; and

(b) all necessary taxes including all applicable federal and state stock transfer stamps, if any, have been paid.

3.3 If the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or if trading or the reporting of trading on such exchange or elsewhere shall be disrupted, the Applicable Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption.

4. COVENANTS WITH RESPECT TO THE ACQUIRING FUND AND THE ACQUIRED FUND

4.1 Firsthand Funds has called or will call a meeting of Acquired Fund shareholders to consider and act upon this Agreement.

4.2 Firsthand Funds, on behalf of the Acquired Fund, covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.

4.3 Firsthand Funds, on behalf of the Acquired Fund, will assist the Acquiring Fund in obtaining information concerning the beneficial ownership of shares of the Acquired Fund.

4.4 Ingenuity Capital Trust and Firsthand Funds will take all actions reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated herein.

4.5 Firsthand Funds, on behalf of the Acquired Fund, shall furnish to the Acquiring Fund on the Closing Date a final statement of the total amount of the Acquired Fund's assets and liabilities.

4.6 Ingenuity Capital Trust has prepared and filed with the SEC a registration statement or an amendment to an existing registration statement on Form N-1A and a registration statement on Form N-14 relating to the Acquiring Fund Shares.

4.7 As soon after the Closing Date as is reasonably practicable, Firsthand Funds shall prepare and file all federal and other tax returns and reports of the Acquired Fund required by law to be filed with respect to all periods ending on or before the Closing Date.

4.8 Following the transfer of assets and the assumption of liabilities, Firsthand Funds will file any final regulatory reports and take all other steps necessary and proper to effect the termination or declassification of the Acquired Fund.

5. REPRESENTATIONS AND WARRANTIES

5.1 Ingenuity Capital Trust, on behalf of the Acquiring Fund, represents and warrants to Firsthand Funds and the Acquired Fund as follows:

(a) Ingenuity Capital Trust was duly created pursuant to its Agreement and Declaration of Trust and is validly existing and in good standing under the laws of the State of Delaware.

(b) The Acquiring Fund is not in violation of, and the execution, delivery and performance of this Agreement does not and will not violate its governing documents or any material agreement.

(c) No litigation or administrative proceeding or investigation is presently pending or threatened against Ingenuity Capital Trust or the Acquiring Fund that would materially affect their financial condition or business.

(d) All issued and outstanding shares, including shares to be issued in connection with the Reorganization, will be duly authorized and validly issued and outstanding, fully paid and nonassessable.

(e) This Agreement will constitute a valid and binding obligation of Ingenuity Capital Trust and the Acquiring Fund.

(f) Written information furnished for use in the proxy statement does not and will not contain any untrue statement of a material fact or omit a material fact necessary to make the information provided not misleading.

(g) No governmental consents, approvals, authorizations or filings are required except those already made or received, and those required after the Closing Date.

5.2 Firsthand Funds, on behalf of the Acquired Fund, represents and warrants to Ingenuity Capital Trust and the Acquiring Fund as follows:

(a) Firsthand Funds was duly created pursuant to its Declaration of Trust and is validly existing and in good standing under the laws of the State of Delaware.

(b) Until September 9, 1999, all issued and outstanding shares of the Acquired Fund were offered and sold in compliance with applicable registration requirements.

(c) The Acquired Fund is not in violation of its governing documents or material agreements.

(d) No litigation or administrative proceeding or investigation was pending or threatened against the Acquired Fund that would materially affect it.

(e) The financial statements of the Acquired Fund fairly present its financial condition in accordance with generally accepted accounting principles.

(f) All federal and other tax returns and reports required to be filed have been filed and all taxes owed have been paid so far as due.

(g) The Acquired Fund has qualified as a separate regulated investment company under the Code.

(h) The Acquired Fund had good and marketable title to the Fund Assets and full right, power and authority to transfer such Fund Assets hereunder.

(i) This Agreement will constitute a valid and binding obligation of Firsthand Funds and the Acquired Fund.

(j) The Proxy Materials and written information furnished for use therein comply in all material respects with applicable law and do not contain untrue statements or omissions of material fact.

(k) No governmental consents, approvals, authorizations or filings are required except those already made or received, and those required after the Closing Date.

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRED FUND

The obligations of Firsthand Funds to consummate the Reorganization shall be subject to the performance by Ingenuity Capital Trust of all obligations to be performed by it hereunder and to the following conditions:

6.1 All representations and warranties of Ingenuity Capital Trust with respect to the Acquiring Fund shall be true and correct in all material respects as of the date hereof and as of the Closing Date.

6.2 Ingenuity Capital Trust shall have delivered to the Acquired Fund a certificate executed by an authorized officer in form reasonably satisfactory to the Acquired Fund.

6.3 No material change in the investment objective, policies, restrictions, fees, waivers, reimbursements, or sales loads of the Acquiring Fund shall have occurred.

6.4 The Acquired Fund shall have received a favorable opinion of counsel to Ingenuity Capital Trust.

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRING FUND

The obligations of Ingenuity Capital Trust to consummate the Reorganization shall be subject to the performance by Firsthand Funds of all obligations to be performed by it hereunder and to the following conditions:

7.1 All representations and warranties of Firsthand Funds with respect to the Acquired Fund shall be true and correct in all material respects as of the date hereof and as of the Closing Date.

7.2 Firsthand Funds shall have delivered to the Acquiring Fund a certificate executed by an authorized officer in form and substance reasonably satisfactory to the Acquiring Fund.

7.3 The Board of Trustees of Firsthand Funds shall have determined that the Reorganization is in the best interests of the Acquired Fund and shall have made all determinations required by Rule 17a-8 under the 1940 Act.

8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND

8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund.

8.2 No action, suit or other proceeding shall be pending before any court or governmental agency to restrain or prohibit this Agreement or the transactions contemplated herein.

8.3 All necessary consents, orders, approvals and permits of regulatory authorities shall have been obtained.

8.4 The registration statement of Ingenuity Capital Trust registering shares of the Acquiring Fund shall have become effective under the 1933 Act and the 1940 Act.

8.5 The Acquired Fund shall have declared and paid dividends sufficient to distribute substantially all taxable income and net capital gain.

8.6 Firsthand Funds shall have received the opinion of legal counsel regarding the federal income tax treatment of the Reorganization.

8.7 Prior to the Closing, the unamortized organization expenses of the Acquired Fund shall have been removed from its books.

Tax opinion conditions:

(a) The transfer of substantially all of the Acquired Fund's assets to the Acquiring Fund will constitute a reorganization within the meaning of Section 368(a) of the Code.

(b) No gain or loss will be recognized by the Acquired Fund on the transfer of its assets or distribution of shares.

(c) No gain or loss will be recognized by the Acquired Fund's shareholders upon exchange of their shares.

(d) The tax basis of the Acquiring Fund Shares will be the same as the tax basis of the Acquired Fund shares held immediately before the Reorganization.

(e) The holding period of the Acquiring Fund Shares will include the period during which shares of the Acquired Fund were held.

9. INDEMNIFICATION

9.1 Ingenuity Capital Management and Ingenuity Capital Trust each agree severally to indemnify Firsthand Funds, and Firsthand Funds agrees to indemnify Ingenuity Capital Trust, from claims, losses, judgments, liabilities, fines, penalties and interest arising from any actual or alleged breach of this Agreement.

10. EXPENSES

10.1 The Acquiring Fund and the Acquired Fund shall each be reimbursed for any expenses incurred in connection with entering into and carrying out the provisions of this Agreement. Ingenuity Capital Management LLC has agreed to bear all expenses incurred in connection with the transactions contemplated in this Agreement.

11. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

11.1 This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous understanding or arrangement with respect to the subject matter hereof.

11.2 The representations, warranties, covenants, indemnifications and agreement as to expenses contained in this Agreement shall survive the consummation and termination of this Agreement.

12. TERMINATION

12.1 This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing by the mutual written consent of the Acquiring Fund and the Acquired Fund.

12.2 This Agreement may be terminated if approval of the Reorganization is revoked before the Closing by the Firsthand Trustees who are not interested persons of Firsthand Funds.

13. AMENDMENTS

This Agreement may be amended, modified or supplemented by mutual written agreement of the authorized officers of Firsthand Funds and Ingenuity Capital Trust, subject to the limitations stated herein.

14. NOTICES

Any notice, report, statement or demand required or permitted by any provision of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy, certified mail or overnight express courier addressed as follows:

15. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY

15.1 The article and paragraph headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

15.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

15.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

15.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed by its authorized officer, and attested by its Secretary.