ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES
FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
ASA Gold and
Precious Metals Limited
Proxy Voting
Policies and Procedures
The following is a statement of the proxy voting policies
and procedures of ASA Gold and Precious Metals Limited (“ASA”).
Proxy Administration
ASA’s portfolio is primarily comprised of holdings in
precious metals companies, and thus proxy voting will be done on proposals made
by these issuing companies (“portfolio company” or “portfolio companies”).
Authority and responsibility to vote proxies with respect to
ASA’s portfolio securities has been delegated to Merk Investments LLC (the
“Adviser”). In evaluating proxy proposals, the Adviser may consider information
from various sources, including the Board of Directors (“Board”) of ASA
presenting a proposal, as well as independent sources. The ultimate decision
rests with the Adviser, who is accountable to the Board.
The Adviser understands its proxy voting responsibilities
and that proxy voting decisions may affect the long-term interests of ASA’s
shareholders. The Adviser attempts to process every proxy vote it receives on
behalf of ASA. However, voting proxies for shares of certain non-U.S.
companies may involve significantly greater effort and cost than voting proxies
for shares of U.S. companies. There may be situations where the Adviser may
not or cannot vote a proxy. For example, the Adviser may receive proxy
material too late to act upon or the cost of voting may outweigh the benefit of
voting. In addition, the Adviser may not receive proxy materials when it holds
depository receipts, (“ADRs”) as opposed to the underlying securities. Certain
issuers do not instruct the holding banks to solicit proxies from depository
receipt holders.
General Principles
For the purposes of ASA, a “portfolio company” is defined as
a company in which ASA holds securities or assets.
In voting proxies, the Adviser will act solely in the best
economic interests of ASA’s shareholders with the goal of maximizing the value
of ASA’s portfolio. These policies and procedures are designed to promote accountability
of a portfolio company’s management and board to its shareholders and to align
the interests of those portfolio companies and their management with those of
shareholders. These policies and procedures recognize that a portfolio
company’s managers are entrusted with the day-to-day operations of the company,
as well as longer-term strategic planning, subject to the oversight of that
company’s board.
ASA believes that the quality and depth of a portfolio
company’s management and its board is an important consideration in determining
the desirability of an investment. Accordingly, the recommendations of the
portfolio company’s board on many issues are given substantial weight in
determining how to vote a proxy. However, each issue is considered on its own
merits, and the position of the portfolio company’s board will not be supported
whenever it is determined not to be in the best interests of ASA and its
shareholders.
Specific Policies
1.
Election
of Directors. In general, the Adviser will vote in favor of the board’s
director nominees if they are running unopposed. ASA believes that the board
is in the best position to evaluate the qualifications of its directors and the
needs of a particular board. Nevertheless, the Adviser will vote against, or
withhold its vote for, any nominee whom the Adviser considers is not qualified
or appears to lacks sufficient independence. When the board’s nominees are
opposed in a proxy contest, the Adviser will evaluate which nominee’s publicly-announced
management policies and goals are most likely to maximize shareholder value, as
well as the past performance of the incumbent.
2.
Ratification
of Selection of Auditors. In general, the Adviser will rely on the
judgment of the board in selecting the independent auditors. Nevertheless, the
Adviser will examine the recommendation of the board in appropriate cases
(e.g., where there has been a change in auditors based upon a disagreement on
accounting matters).
3.
Stock
Option and Other Equity Based Compensation Plan Proposals. The Adviser
will generally approve the board’s recommendations with respect to the adoption
or amendment of stock option plans and other equity based compensation plans,
provided that the total number of shares reserved under all of a company’s
plans is reasonable and not excessively dilutive.
B.
Acquisitions, Mergers, Reincorporations, Reorganizations and
Other Transactions
Because voting on transactions such as acquisitions,
mergers, reincorporations and reorganizations involve considerations unique to
each transaction, ASA does not have a general policy in regard to voting on
those transactions. The Adviser will vote on a case-by-case basis on each
transaction.
C.
Changes in Capital Structure
The Adviser evaluates proposed capital actions on a
case-by-case basis and will generally defer to the business analysis of the
portfolio company’s board in support of such actions. In cases where proposed
capital actions support proxy defenses or act to reduce or limit shareholder
rights, particular consideration will be given to all the effects of the
action, and the Adviser’s vote will be made in a manner consistent with the
objective of maximizing long-term shareholder value for ASA.
D.
Anti-Takeover Proposals
In general, the Adviser will vote against any proposal which
the Adviser believes would materially contribute to preventing a potential
acquisition or takeover of the portfolio company, including proposals to:
Introduce cumulative voting;
Introduce unequal voting rights;
Create supermajority voting;
Establish preemptive rights.
In general, the Adviser will vote in favor of any proposals
to reverse the above.
E.
Shareholder Proposals Involving Social, Moral or Ethical Matters
In general, the Adviser will vote in accordance with the
recommendation of the portfolio company’s board on issues that primarily
involve social, moral or ethical matters, although exceptions may be made in
certain instances where the Adviser believes a proposal has substantial
economic implications.
Any actual or potential conflicts of interest between the
Adviser and the Company’s shareholders arising from the proxy voting process
will be addressed by the Adviser and the Adviser’s application of its proxy
voting procedures pursuant to the delegation of proxy voting responsibilities
to the Adviser. In the event that the Adviser notifies the CCO that a conflict
of interest cannot be resolved under the Adviser’s Proxy Voting Procedures, the
CCO is responsible for notifying the Chair of the Board of the irreconcilable
conflict of interest and assisting the Chair with any actions she or he
determines are necessary.
A “conflict of interest” includes, for example, any
circumstance when the Company, the Adviser or one or more of their affiliates
(including officers, directors and employees) knowingly does business with,
receives compensation from, or sits on the board of, a particular issuer or
closely affiliated entity, and therefore, may appear to have a conflict of interest
between its own interests and the interests of Company shareholders in how
proxies of that issuer are voted. Situations where the issuer seeking the proxy
vote is also a client of the Adviser are deemed to be potential conflicts of
interest. Potential conflicts of interest may also arise in connection with
consent solicitations relating to debt securities where the issuer of debt is
also a client of the Adviser.
In cases of a conflict of interest, a record shall be
maintained confirming that the Adviser’s vote was made solely in the interests
of ASA and without regard to any other consideration.
G. Recordkeeping
The Adviser uses ProxyEdge, a third party automated proxy
voting service. Where appropriate, rationales for “No” votes cast by the Adviser
will be supported by footnoted documentation on ProxyEdge. According to the
Proxy Edge website, this service is a “suite of electronic voting services that
help simplify the management of institutional proxies. The system manages the
process of meeting notifications, voting, tracking, mailing, reporting, record
maintenance and even vote disclosure rules enacted by the SEC.”
Revised and Re-Approved December 12, 2019
Proxy Voting
The following is a statement of the proxy voting policies
and procedures of registrant’s investment adviser, Merk Investments LLC
(“Merk”).
Introduction
Merk exercises its voting
authority with a goal of maintaining or enhancing shareholder value of the
companies in which it has invested Advisory Client assets. Unless an Advisory
Client specifically reserves the right, in writing, to vote its own proxies,
Merk will vote proxies in accordance with its proxy voting policy. Merk
is
committed
to
minimizing
conflicts
of
interest
when
voting
proxies on
behalf
of
Advisory
Clients
and strives
to
ensure
that
proxies
are
voted
in
the
best
interests
of Advisory Clients, including investors in the Private Funds. Merk has
adopted
the
following:
For
routine
matters,
as
the
quality
and
depth
of
management
is
a
primary
factor considered
when
investing
in
an
issuer,
the
recommendation
of
the
issuer's
management on
any
issue
will
be
given
substantial
weight.
The
position
of
the
issuer's
management will
not
be
supported
in
any
situation
where
Merk
assesses
that
it
is
not
in
the
best interests
of
Clients and
investors.
For
non-routine
matters,
such
proposals
should
be
examined
on
a
case-by-case
basis.
Merk
may
abstain
from
voting
a
proxy
if
such
vote
cannot
be cast
with
commercially
reasonable
efforts
or
if
Merk
deems
it
to
be
in the
best
interest
of
Advisory
Clients and investors to
abstain
from
voting
a
proxy.
Merk may choose to abstain from voting for routine matters when
it agrees with the recommendation of the issuer's management.
Responsibility
The CCO
has
the
responsibility
for
monitoring
compliance with
our proxy
voting
policy,
practices,
disclosures
and
record
keeping,
including
outlining
our
voting
guidelines
in
our
procedures.
Procedure
As a general rule, conflicts of
interest will be resolved by Merk
voting
in accordance with its proxy voting policy when: Merk
manages the account of a corporation or a pension fund
sponsored by a corporation in which Advisory Clients of Merk
also own stock; a Supervised Person or a
member of his/her immediate family is on the Board of Directors or a member of
senior management of the company that is the issuer of securities held in an
Advisory Client’s account; or Merk
has
a material relationship with a corporation whose securities are the subject of
the proxy.
If Merk determines that it has a
conflict of interest with respect to voting proxies on behalf of the Merk
Mutual Funds, the CIO or CCO shall contact the Chairman of the Board of
Registered Funds to seek their voting recommendation. Merk shall vote the
proposal according the determination of the Board and maintain records relating
to this process.
Advisory Clients that wish to
obtain information on how specific proxies were voted, or a copy of Merk’s
proxy voting policy, may contact the CCO.
Recordkeeping
Merk shall
retain
the
following
proxy
records
in
accordance
with
the
SEC’s five-year
retention
requirement:
These
policies
and
procedures
and
any
amendments;
Each
proxy
statement
that
the Firm
receives;
A
record
of
each
vote
that
the Firm
casts;
Any
documents
prepared
by
the
Firm
that
were
material
to
making
a
decision
how
to
vote
proxies,
or
that
memorializes
the
basis
of
that
decision.
ITEM 8. PORTFOLIO MANAGERS OF
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Unless otherwise indicated, the information set forth below
is as of November 30, 2021.
(a)(1) As of
the date of this filing, on form N-CSR, Peter J. Maletis, President of the
registrant since March 2019, is responsible for the day-to-day management of
the registrant’s portfolio (the “Portfolio Manager”). Mr. Maletis joined the
Merk Investments as Vice President in March 2019. He served as Research Analyst
at Franklin Templeton Investments from 2010 to 2019.
(a)(2)
Other Accounts Managed by the Portfolio Manager. The chart below shows the
number of other accounts managed by the Portfolio Manager as of November 30, 2021.
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REGISTERED INVESTMENT COMPANIES ($)
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OTHER POOLED INVESTMENT VEHICLES ($)
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(a)(3)
Compensation of the Portfolio Manager. The compensation of the Portfolio
Manager is comprised of a fixed annual salary and a variable compensation based
on the assets of the Fund. The Portfolio Manager may be eligible to receive
additional compensation based on certain factors, including but not limited to,
the economic performance of the Adviser. Any amounts earned by the Portfolio
Manager are payable by the Adviser and not by the Fund.
(a)(4) Beneficial
Ownership by Portfolio Manager. As of November 30, 2021, the dollar range of shares
of the Registrant owned by the Portfolio manager was $10,001 - $50,000.
(b) Not
applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END
MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
During the period covered by this report, there were no
purchases made by or on behalf of the registrant or any “affiliated purchaser,”
as defined in Rule 10b-18(a)(3) under Securities Exchange Act of 1934 (the
“Exchange Act”), of any common shares of the registrant.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There
have been no material changes to the procedures by which shareholders may
recommend nominees to the registrant’s board of directors since the registrant
provided disclosure in response to Item 22(b)(15) of Schedule 14A in its proxy
statement dated February 21, 2019.