SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant
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Filed by a Party other
than the Registrant þ
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under Rule 14a-12 |
ASA Gold and Precious Metals Limited
(Name of Registrant as Specified In Its Charter)
Saba Capital Management, L.P.
Boaz R. Weinstein
Ketu Desai
Frederic Gabriel
Paul Kazarian
Garry Khasidy
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. |
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or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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PRELIMINARY COPY SUBJECT TO COMPLETION
DATED [●]
ASA Gold and Precious Metals Limited
__________________________
PROXY STATEMENT
OF
![](https://www.sec.gov/Archives/edgar/data/1510281/000090266424001286/image_001.jpg) |
Saba Capital Management, L.P. |
_________________________
PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD
PROXY CARD TODAY
This proxy statement (this “Proxy Statement”)
and the enclosed GOLD proxy card are being furnished by Saba Capital Management, L.P. (“Saba Capital”), Boaz
R. Weinstein (“Mr. Weinstein,” and together with Saba Capital “Saba,” “we,” or “us”) and
the Nominees (as defined below) named in Proposal 1 (the Nominees together with Saba, the “Participants”), in connection with
the solicitation of proxies from the shareholders of ASA Gold and Precious Metals Limited, a Bermuda exempted limited liability company
and closed-end management investment company registered under the Bermuda Companies Act of 1981, as amended, and the Investment Company
Act of 1940, as amended (the “Fund”).
As a result of what we believe to be the continued
poor investment performance of the Fund1, the Fund’s common shares of beneficial interest, par value $1.00 per share
(the “Common Shares”) trade at a significant discount to the Fund’s net asset value (“NAV”).2
For this reason and because we believe that the
Fund’s board of directors (the “Board”) needs fresh ideas and perspectives to address the Fund’s persistent
trading discount, we have nominated a slate of highly qualified and independent Nominees for election to the Board, whose election,
we believe, will send a strong message that the Fund’s shareholders are not satisfied with the Fund’s management and
their inability to address the Fund’s significant discount to NAV.
We are convinced that NOW is the time
to take action to close the Fund’s discount and we urge shareholders to elect the Nominees, who we believe, if elected, would serve
the best interests of all shareholders.
We are therefore seeking your support at the
upcoming 2024 annual meeting of shareholders, including any adjournments or postponements thereof and any special meeting which may
be called in lieu thereof (the “Annual Meeting”), that is scheduled to be held on April 26, 2024, at 10:00 a.m., Eastern
Time via live webcast.
This Proxy Statement and the enclosed GOLD
proxy card are first being furnished to the Fund’s shareholders on or about [●].
Saba is seeking your support at the Annual Meeting with respect to the following
proposals (the “Proposals”) and to consider and act upon any other business that may properly come before the Annual Meeting.
Proposal |
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Our Recommendation |
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1. |
To elect Saba’s
slate of four nominees — Ketu Desai, Frederic Gabriel, Paul Kazarian, and Garry Khasidy (each, a “Nominee” and
collectively, the “Nominees”) — to serve as directors and hold office until the Fund’s 2025 annual meeting
of shareholders, or until their respective successors are duly elected and qualified. |
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FOR
ALL of the Nominees |
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_________________________________
1 In
support of this belief, we note that according to the Fund’s 2023 annual report, over the last ten years the Fund has underperformed
its stated benchmark (Arca Gold Miners Index) by -36%. See the Fund’s 2023 annual report on Form N-CSR filed with the SEC
on February 8, 2024.
2
From November 30, 2018 to November 30, 2023, the Fund’s
average discount to NAV was -14.79%. Source: Bloomberg Terminal.
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2. |
To
ratify and approve the appointment of Tait, Weller & Baker LLP, an independent registered public accounting firm, as the Company’s
independent auditors for the fiscal year ending November 30, 2024, and the authorization of the Nominating, Audit and Ethics Committee
of the Board of Directors to set the independent auditors’ remuneration. |
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FOR
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To approve an increase to the shareholder vote required to change the Fund’s
fundamental investment policies. |
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AGAINST |
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4. |
To approve an increase to the Fund’s authorized share capital. |
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AGAINST |
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Such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof. |
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Based on the Fund’s preliminary proxy
statement (the “Fund’s Proxy Statement”), the Board is currently comprised of four directors, with all directors
standing for election each year. Each director is elected for a term of one year, with the term of all of the directors expiring at
each annual meeting of shareholders. At the Annual Meeting, four directors are to be elected by holders of Common Shares for a
one-year term expiring at the Fund’s 2025 annual meeting of shareholders. If at least three of the Nominees are elected, the
Nominees will represent a majority of the members of the Board.
Through this Proxy Statement and enclosed GOLD
proxy card, we are soliciting proxies in support of the election of the Nominees to serve as directors.
The Fund has set the record date for determining
shareholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”) as January 19, 2024.
Shareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. As of the close
of business on the Record Date, the Participants may be deemed to “beneficially own” (such term as used in Schedule 14A
within the meaning of Rule 13d-3 or Rule 16a-1 under the Securities Exchange Act of 1934 (the “Exchange Act”)), in the
aggregate, 3,253,837 Common Shares, including 1,039,700 Common Shares held in record name. There were 19,289,905 Common Shares
outstanding as of the Record Date according to the Fund’s Proxy Statement.
We urge you to sign, date and return the GOLD
proxy card “FOR ALL” of the Nominees in Proposal 1, “FOR” the ratification
and approval of the appointment of the independent auditors and their remuneration in Proposal 2, “AGAINST”
the approval to increase the required voting standard to change the Fund’s fundamental investment policies in Proposal 3 and “AGAINST”
the approval to increase the Fund’s authorized share capital in Proposal 4. By returning the GOLD proxy card,
you are authorizing Saba to vote on your behalf, and if you do not indicate how you would like to vote, your vote will be counted “FOR
ALL” of the Nominees in Proposal 1, FOR” Proposal 2 and “AGAINST” each of
Proposals 3 and 4.
According to the bylaws
of the Fund (the “Bylaws”) and the Fund’s Proxy Statement, the election of directors requires the affirmative
vote of a majority of the votes cast at the annual meeting, including by proxy. For all other matters,
the affirmative vote of a majority of the votes cast at the Annual Meeting, including by proxy, shall be required.
Saba intends to deliver this Proxy Statement and
the accompanying Form of GOLD Proxy Card to holders of at least the percentage of the Fund’s voting shares
required under applicable law to elect the Nominees in Proposal 1, to approve Proposal 2 and against each of Proposals 3 and 4 at
the Annual Meeting and otherwise intends to solicit proxies or votes from shareholders of the Fund in support of such
recommendations regarding the Proposals. This proxy solicitation is being made by Saba and not on behalf of the Board or
management of the Fund or any other third party. We are not aware of any other matters to be brought before the Annual Meeting
other than as described herein. Should other matters be brought before the Annual Meeting, the persons named as proxies in the
enclosed GOLD proxy card will vote on such matters in their discretion to the extent allowed by Rule 14a-4(c)(3) under
the Exchange Act.
If you have already voted using the Fund’s
white proxy card, you have every right to change your vote by completing and mailing the enclosed GOLD proxy card in the enclosed
pre-paid envelope or by voting via Internet or by telephone by following the instructions on the GOLD proxy card. Importantly,
only the latest validly executed proxy that you submit will be counted. In addition, any proxy may be revoked at any time prior to its
exercise at the Annual Meeting by following the instructions under “Can I change my vote or revoke my proxy?” in the Questions
and Answers section.
For instructions on how to vote, including the quorum
and voting requirements for the Fund and other information about the proxy materials, see the Questions and Answers section.
We urge you to promptly sign,
date and return your GOLD proxy card. |
If you have any questions or require any assistance
with voting your shares, please contact our proxy solicitor, InvestorCom. Toll free at (877) 972-0090 or collect at (203) 972-9300.
REASONS FOR THIS PROXY SOLICITATION |
As the Fund’s largest shareholder, Saba is committed
to improving the Fund for the benefit of all shareholders and, to this end, has nominated a slate of highly-qualified and independent
Nominees to the Board, who, Saba believes, will bring fresh ideas and perspectives to address the Fund’s deep trading discount.
Fund Has Traded at Persistent Discount
The Fund has persistently traded at a substantial
discount to NAV. Specifically, from November 30, 2018 to November 30, 2023, the Fund’s average discount to NAV was
-14.79%.3 We believe the Board has been ineffective in addressing this discount to NAV. Saba is therefore nominating four
highly-qualified and independent director nominees who, if elected, will endeavor to close the Fund’s discount to NAV.
Saba Believes New Manager Needed
Saba believes that the Fund’s persistent trading discount to NAV is
due to poor management of the Fund by its investment manager, Merk Investments LLC (“Merk”). As noted above, the Fund has
consistently underperformed its stated benchmark (Arca Gold Miners Index) in recent years. As such, Saba believes the Board should terminate
the Investment Advisory Agreement between the Fund and Merk (the “Merk Advisory Agreement”) and replace the Fund’s investment
manager with a capable manager with great track record and investment capabilities who can better position the Fund to achieve improved
risk-adjusted returns. Should the Board terminate the Merk Advisory Agreement, the Board will have the ability to appoint an interim manager and/or
long-term manager of its choosing, the latter being subject to shareholder approval. In such instance, Saba Capital would stand ready
to assist in any way it can to help the Board ensure that a capable manager is installed, and may at such time offer its services to the
Board to act as an interim or long-term manager to the Fund and/or recommend to the Board various third-party manager candidates for the
Board to consider at its discretion. For the avoidance of doubt, the Board’s termination of the Merk Advisory Agreement alone (should
it choose to do so) will not require the Fund to pursue any agreement with Saba relating to the appointment of a new manager, be it Saba
Capital or any other potential manager replacement, and shareholders will have the final say on the appointment of any long-term manager.
Saba believes there are many mechanisms a new
manager may be able to employ which could potentially increase demand for the Fund’s shares which could lead to an increased
share price for the Fund. Such measures may include an increase and change in marketing and related efforts, improving corporate
governance, seeking out additional potential new buyers for the Fund’s shares, repurchasing the Fund’s shares, changing
the Fund’s investment mandate and/or changing the investment team.
Saba Files Complaint Asserting its Belief Fund
Adopted Poison Pill in Violation of Investment Company Act of 1940
With regard to the Board—the directors whose
seats are up for election at the Annual meeting—shareholders should be aware that on December 31, 2023, the Board adopted what is,
in Saba’s view (as explained further below), an unlawful shareholder rights plan (the “Poison Pill”).
The Board set the Poison Pill to “trigger”
upon the acquisition by a shareholder of 15% or more of ASA’s outstanding common shares or, in the case of a shareholder who owned
15% prior to the Poison Pill’s adoption, upon such shareholder’s acquisition of additional common shares representing 0.25%
or more of the Fund’s outstanding common shares.4
_________________________________
3 See
Id.
4 See Form 8-K filed with the SEC by the
Fund on January 2, 2023 (the “Form 8-K”).
The Poison Pill was structured such that every shareholder
of the Fund received a “right” for each share of stock they own, with such right entitling such shareholders—other
than those rights held by a 15% holder whose acquisition triggers the Poison Pill—upon a triggering of the Poison Pill and the
Board’s signoff, to purchase additional shares of the Fund for $1.00 per share, or, alternatively, (on a cashless basis) providing
such shareholders with one common share.5
On January 31, 2024, Saba filed a complaint (the “Complaint”)
in the United States District Court's Southern District of New York against the Fund, directors Mary Joan Hoene, Bruce Hansen, William
Donovan and Axel Merk and former director Anthony Artabane, seeking rescission of the Poison Pill and a declaratory judgment that the
Poison Pill be declared invalid.
As further detailed in the Complaint, Saba believes
that the Poison Pill violates the Investment Company Act of 1940 (the “40 Act”), pursuant to which “no registered closed-end
company shall sell any common stock of which it is the issuer at a price below the current net asset value of such stock,” except,
as relevant, “upon the exercise of any warrant . . . issued in accordance with the provisions of section 80a-18(d) of this title."6
Section 80a-18(d), in turn, requires that any such subscription rights must be "issued exclusively and ratably to a class
or classes of such company's security holders.” (emphasis added).7
In plain English, the Poison Pill provides “rights”
for the Fund’s common stock that are not ratable across its class of common shareholders, at far below the net asset value of the
stock, a result that Saba believes to be in plain violation of the 40 Act.
Saba further believes that the Poison Pill is
also in contra with the stated policies and purposes of the 40 Act, which warn against the issuance of “securities containing
inequitable or discriminatory provisions” or that “fail to protect the preferences and privileges of the holders of
their outstanding securities”, both of which Saba believes the Fund is expressly doing via its adoption of the Poison
Pill.8
Shareholders should keep in mind the Board’s adoption of the Poison
Pill along with the Fund’s underperformance when deciding which slate of directors would be best equipped to create value on behalf
of all shareholders.
We urge you to join us and support the election of the Nominees by voting
on the GOLD proxy card today.
The Fund’s Common Shares currently trade at a value significantly less than what the securities held by the Fund are worth. We recommend voting “FOR ALL” four of the Nominees in Proposal 1 who, if nominated, will endeavor to close the Fund’s discount to NAV. |
______________________________
5 See Exhibit
99.1 to the Form 8-K.
6 See 15 U.S.C. §
80a-23(b)(4).
7 See 15 U.S.C. §
80a-18(d).
8 See Section1(b)(3)
https://www.law.cornell.edu/uscode/text/15/80a-1.
PROPOSAL 1: ELECTION OF DIRECTORS |
According to the Fund’s Proxy Statement, the
Board is currently comprised of four directors, each of whom are elected annually. According to the Fund’s Proxy Statement, there
will be four directors elected by holders of Common Shares at the Annual Meeting.
We are soliciting proxies to elect the Nominees—
Ketu Desai, Frederic Gabriel, Paul Kazarian, and Garry Khasidy—to serve as directors with a term expiring at the 2025 annual meeting
of shareholders (Proposal 1). The Participants intend to vote all of their Common Shares in favor of the Nominees.
The Nominees, if elected, will serve a one-year term
until the 2025 annual meeting of shareholders, or until their successors have been duly elected and qualified. There is no assurance that
any of the Fund’s nominees will serve as a director if one or more, but less than all, of the Nominees are elected to the Board.
The age and other information related to the Nominees
shown below are as of the date of this Proxy Statement.
Nominees:
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
Name, Address, and Age |
Position(s) Held with Fund |
Term of Office and Length of Time Served |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund
Complex Overseen by Director or Nominee for Director |
Other Directorships Held by Director or Nominee for Director |
Ketu Desai
Address
c/o Saba Capital Management, L.P., 405 Lexington Avenue, 58th
Floor, New York, New York 10174
Age
41
|
None |
N/A |
Principal, i-squared Wealth Management, Inc., 2016 –
Present
Chief Investment Officer, Centerfin, 2020 - Present |
N/A |
Trustee
of Templeton Global Income Fund since February 2023
Trustee of Saba Capital
Income & Opportunities Fund since July 2020 |
Mr. Desai earned a B.A. in Economics from Stony Brook
University, and a M.S. in Economics from New York University. Mr. Desai has also received an MBA from NYU Stern in Finance, Financial
Instruments and Markets, and Entrepreneurship and Innovation.
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
Name, Address, and Age |
Position(s) Held with Fund |
Term of Office and Length of Time Served |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund
Complex Overseen by Director or Director for Trustee |
Other Directorships Held by Trustee or Nominee for Trustee |
Frederic Gabriel
Address
c/o Saba Capital Management, L.P., 405 Lexington Avenue, 58th
Floor, New York, New York 10174
Age
49
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None |
N/A |
Chief Executive Officer, Orion Realty NYC LLC, 2014-Present
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N/A |
Trustee of Templeton Global Income Fund since May 2021 |
Mr. Gabriel attended ENSAM/Paris Tech (Arts
et Métiers), located at 151 Bd de l'Hôpital, 75013 Paris, France, from 1994 to 1997 and received a degree in engineering
from the school. He also attended HEC Paris, located at 1 Rue de la Libération, 78350 Jouy-en-Josas, France, from 1998 to 1999
and received a MS in International Finance from the school.
Mr. Gabriel’s qualifications to serve as a director
include his extensive financial experience, his entrepreneurial expertise having founded a real estate investment firm, and his leadership
experience having served in leadership roles at leading financial institutions.
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
Name, Address, and Age |
Position(s) Held with Fund |
Term of Office and Length of Time Served |
Principal Occupation During Past 5 Years |
Number of Portfolios in Fund
Complex Overseen by Director or Director for Trustee |
Other Directorships Held by Trustee or Nominee for Trustee |
Paul Kazarian
Address
c/o Saba Capital Management, L.P., 405 Lexington Avenue, 58th
Floor, New York, New York 10174
Age
39
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None |
N/A |
Partner, Saba Capital Management, L.P., 2013 - Present |
N/A |
Trustee of Templeton
Global Income Fund since May 2021
Trustee of Miller/Howard
High Income Equity Fund since October 2022
Trustee of Destra Multi-Alternative
Fund since December 2023 |
Mr. Kazarian received his B.A. in Political
Science from Bates College.
Mr. Kazarian’s qualifications to serve
as a director include his broad expertise in bonds, loans, equities, derivatives, ETFs.
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
Name, Address, and Age |
Position(s)
Held with Fund |
Term of Office and Length of Time Served |
Principal Occupation During Past 5 Years |
Number
of Portfolios in Fund Complex Overseen by Director or Director for Trustee |
Other
Directorships Held by Trustee or Nominee for Trustee |
Garry Khasidy
Address
c/o Saba Capital Management, L.P., 405 Lexington Avenue, 58th
Floor, New York, New York 10174
Age
50
|
None |
N/A |
Managing Director, ISAM Holdings LLC, 2022-Present
Managing Director, IMAN Capital, 2020-2022
Managing Director, Odyssey Infrastructure, 2018-2020 |
N/A |
Trustee of Templeton Global Income Fund since March 2023 |
Mr. Khasidy earned a Bachelor of Science in Economics
and Legal Studies from University of Pennsylvania Wharton School of Business.
Mr. Khasidy’s qualifications to serve as a trustee
include his extensive leadership experience across a variety of executive positions in both the Finance and Investment Management sectors.
The Nominees do not currently hold, and have not at
any time held, any position with the Fund. The Nominees do not oversee any portfolios in the Fund’s Fund Complex (as defined in
the Investment Company Act of 1940 (the “40 Act”)).
As of the date of this Proxy Statement, the dollar
range of the equity securities of the Fund beneficially owned by the Nominees and the aggregate range of equity securities in all funds
to be overseen by the Nominees, are as follows:
Name of Nominee |
Dollar Range of Equity Securities in the Fund |
Aggregate Dollar Range of Equity Securities in All Companies to be Overseen by the Nominee in a Family of Investment Companies |
Ketu Desai |
None |
None |
Frederic Gabriel |
None |
None |
Paul Kazarian |
None |
None |
Garry Khasidy |
None |
None |
None of the organizations or corporations referenced
above is a parent, subsidiary, or other affiliate of the Fund. We believe that, if elected, the Nominees will be considered independent
directors of the Fund under (i) the pertinent listing standards of the New York Stock Exchange,
and (ii) paragraph (a)(1) of Item 407 of Regulation S-K. In addition, we believe that the Nominees are not and will not be “interested
persons” of the Fund within the meaning of section 2(a)(19) of the 40 Act. If Saba Capital were to become a manager to the Fund as contemplated in
the “Reasons For this Solicitation” section above, we believe that the Nominees, with the exception of Mr. Kazarian, will
be considered independent directors of the Fund if elected, and Mr. Kazarian, as a Partner of Saba Capital, would be considered an interested
director of the Fund under the 40 Act if elected.
We refer shareholders to the Fund’s Proxy Statement
for the names, background, qualifications and other information concerning the Fund’s director nominees. The Fund’s Proxy
Statement and form of proxy will become available free of charge on the website of the Securities and Exchange Commission (the “SEC”)
at www.sec.gov.
Each of the Nominees, with the exception of Mr. Kazarian, have entered into a nominee agreement (the “Nominee Agreements”) pursuant to which Saba Capital has agreed
to advance an amount not to exceed $5,000 to cover the reimbursement of fees the nominees may incur (i) in connection with their nominations;
(ii) to defend and indemnify the Nominees against, and with respect to, any losses that may be incurred by such Nominee in the event he
becomes a party to litigation based on his nomination as a candidate for election to the Board, the solicitation of proxies in support
of his election, or both; or (iii) both (i) and (ii). If elected or appointed, the Nominees will be entitled to such compensation from
the Fund as is consistent with the Fund’s practices for services of non-employee directors. The Nominees will not receive any compensation
from Saba for their services as directors of the Fund if elected or for any other reason.
The
Nominees have agreed to being nominated as nominees in this Proxy Statement and have confirmed their willingness to serve on the Board
if elected. We do not expect that the Nominees will be unable to stand for election, but, in the event that a Saba Nominee is unable
to or for good cause will not serve, the Common Shares represented by the GOLD proxy
card will be voted for a substitute candidate selected by Saba, a right that Saba
has
reserved in its nomination notice. In the case of any of the foregoing, Saba will give prompt written notice to the Fund if it chooses
to nominate any such additional or substitute nominee and Saba will file and deliver supplemental proxy materials, including a revised
proxy card, disclosing the information relating to such additional person that is required to be disclosed in solicitations for proxies
for the election of directors pursuant to Section 14 of the Exchange Act. If Saba determines to
add nominees, whether because the Fund expands the size of the Board subsequent to the date of this Proxy Statement or for any other
reason, Saba will supplement this Proxy Statement.
Vote Required.
According to the Bylaws and
the Fund’s Proxy Statement, the election of directors requires the affirmative vote of a majority of the votes cast at the Annual
Meeting.
Abstentions will be counted for purposes of determining whether a quorum is present, but will be disregarded in determining
the “votes cast” on a proposal. Therefore, abstentions will have no effect on the vote
for Proposal 1.
We urge you to sign and return our GOLD proxy
card. If you have already voted using the Fund’s white proxy card, you have every right to change your vote by completing and
mailing the enclosed GOLD proxy card in the enclosed pre-paid envelope or by voting via Internet or by telephone by following
the instructions on the GOLD proxy card. Only the latest validly executed proxy that you submit will be counted; any proxy
may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions under “Can I change my vote
or revoke my proxy?” If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor,
InvestorCom, toll free at (877) 972-0090 or collect at (203) 972-9300.
We Recommend a Vote FOR ALL of the Nominees for election at the Annual Meeting on the GOLD proxy card. |
PROPOSAL 2: APPROVAL AND RATIFICATION OF INDEPENDENT PUBLIC AUDITING FIRM |
The Fund is asking shareholders to ratify and
approve the re-appointment of Tait, Weller, & Baker LLP (“Tait, Weller, & Baker”) as the Fund’s
independent auditors for the fiscal year ending November 30, 2024, and to authorize the Nominating, Audit and Ethics Committee (the
“Committee”) of the Board to set the independent auditors’ remuneration.
According to the Fund’s proxy statement,
the Committee opined that the services provided by Tait, Weller, & Baker are compatible with maintaining the independence of the
Fund’s independent registered public accounting firm.
Vote Required.
According to the Bylaws and the Fund’s Proxy
Statement, the ratification and approval of the appointment of the Company’s independent auditors and the authorization for the
Committee to set the auditors’ remuneration requires the affirmative vote of a majority of the votes cast at the Annual Meeting.
Abstentions will
be counted for purposes of determining whether a quorum is present, but will be disregarded in determining the “votes cast”
on a proposal. Therefore, abstentions will have no effect on the vote for Proposal 2.
We Recommend a Vote FOR Proposal 2 on the
GOLD proxy card.
|
PROPOSAL
3: APPROVAL TO INCREASE THE VOTING THRESHOLD TO CHANGE FUNDAMENTAL INVESTMENT POLICIES |
According to the Bylaws and in accordance with Section
13 of the 40 Act, currently the Fund’s fundamental policies may be changed by a shareholder vote of the lesser of: (1) more than
50% of the outstanding voting securities of the Fund; or (2) 67% or more of the outstanding voting securities of the Fund at a shareholders
meeting, if the holders of more than 50% of the outstanding voting securities are present in person or by proxy (the “40 Act Majority”).
The Board is seeking shareholder approval of, an amendment
to the Bylaws to require an affirmative vote of 60% or more of the outstanding voting securities of the Fund to change the Fund’s
fundamental investment policies or restrictions, in addition to any other vote required by law or the Bylaws, including the 40 Act Majority
vote (the “60% Vote Requirement”). Accordingly, if approved, the 60% Vote Requirement would be required in addition to the
current 40 Act Majority requirement included in the Bylaws to change the Fund’s fundamental investment policies or restrictions.
Furthermore, any changes to the proposed 60% Vote Requirement would require approval by a vote of 60% or more of the outstanding voting
securities of the Fund. The shareholders should refer to the Fund’s Proxy Statement for the copy of the proposed amendment to the
Bylaws to implement the 60% Vote Requirement and the description of the Fund’s current fundamental policies.
Saba does not believe it is in the best interests of
shareholders to make it more difficult to approve changes to the Fund’s fundamental investment policies. As noted above, Saba believes
the Fund should change course and seek a new investment manager, not make it more difficult to choose different paths in the future (which
are already subject to shareholder approval).
Vote Required.
According to the Bylaws and the Fund’s Proxy
Statement, the approval to increase the voting threshold to change fundamental investment policies requires the affirmative vote of a
majority of the votes cast at the Annual Meeting.
Abstentions will
be counted for purposes of determining whether a quorum is present, but will be disregarded in determining the “votes cast”
on a proposal. Therefore, abstentions will have no effect on the vote for Proposal 3.
We Recommend a Vote AGAINST Proposal 3 on
the GOLD proxy card.
|
PROPOSAL
4: APPROVAL TO INCREASE AUTHORIZED SHARE CAPITAL |
According to the Fund’s Proxy Statement, the
Fund’s Memorandum of Association and Certificate of Deposit of Memorandum of Increase of Share Capital provides that the authorized
share capital of the Fund is US$40,000,000. The authorized share capital is sub-divided into 40,000,0000 Common Shares. The Board is now
seeking shareholder approval of an increase in the authorized share capital from US$40,000,000 to US$80,000,000 which would increase the
number of Common Shares authorized for issuance from 40,000,000 to 80,000,000 (the “Authorized Share Capital Increase”). Under
Bermuda law, the Fund’s shareholders are not entitled to appraisal or dissenters’ rights with respect to the proposal to increase
the Fund’s authorized share capital, and the Fund will not independently provide shareholders with any such rights.
The Fund’s stated reason for seeking shareholder
approval for the Authorized Share Capital Increase per the Fund’s Proxy Statement is to give itself “flexibility to address
takeover attempts” when the existing Poison Pill expires on April 29, 2024. As we discussed in “Reason for This Proxy Solicitation”
section above, Saba has sued the Fund in connection with the Poison Pill asserting that it was adopted in violation of the 40 Act. Saba
believes shareholders should reject any further efforts by the Fund issue or facilitate poison pills.
Vote Required.
According to the Bylaws and the Fund’s Proxy
Statement, the ratification and approval of the appointment of the Company’s independent auditors and the authorization for the
Committee to set the auditors’ remuneration requires the affirmative vote of a majority of the votes cast at the Annual Meeting.
Abstentions will
be counted for purposes of determining whether a quorum is present, but will be disregarded in determining the “votes cast”
on a proposal. Therefore, abstentions will have no effect on the vote for Proposal 4.
We Recommend a Vote AGAINST Proposal 4 on
the GOLD proxy card.
|
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING |
Who is entitled to vote?
Only holders of Common Shares (the “Shares”)
at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. Shareholders who sold their Shares
before the Record Date (or acquire them without voting rights after the Record Date) may not vote such Shares. Shareholders of record
on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such Shares after the Record
Date (unless they also transfer their voting rights as of the Record Date).
How do I vote my shares?
Shares held in record name. If your Shares are
registered in your own name, please vote today by signing, dating and returning the enclosed GOLD proxy card in the postage-paid
envelope provided. Execution and delivery of a proxy by a record holder of Shares will be presumed to be a proxy with respect to all shares
held by such record holder unless the proxy specifies otherwise.
Shares beneficially owned or held in “street”
name. If you hold your Shares in “street” name with a broker, bank, dealer, trust company, or other nominee, only that
nominee can exercise the right to vote with respect to the Shares that you beneficially own through such nominee and only upon receipt
of your specific instructions. Accordingly, it is critical that you promptly give instructions to your broker, bank, dealer, trust
company, or other nominee to vote FOR the Nominees. Please follow the instructions to vote provided on the enclosed GOLD
voting instruction form. If your broker, bank, dealer, trust company, or other nominee provides for proxy instructions to be delivered
to them by telephone or Internet, instructions will be included on the enclosed GOLD voting instruction form. We urge you
to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions by emailing
them to Saba@investor-com.com or mailing them to Saba Capital Management, L.P., c/o InvestorCom, 19 Old Kings Highway
S., Suite 130, Darien, CT 06820, so that we will be aware of all instructions given and can attempt to ensure that such instructions are
followed.
Note: Shares represented by properly executed
GOLD proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, FOR
Saba’s Nominees and Proposal 2.
How should I vote
on the Proposals?
We recommend that you vote your shares on the
GOLD proxy card as follows:
“FOR ALL” four of
the Nominees standing for election to the Board named in this Proxy Statement (Proposal 1);
“FOR” the ratification
and approval of the appointment of the independent Auditors and authorization of the nominating, audit and ethics Committee of the board
to set the auditors’ remuneration (Proposal 2);
“AGAINST” the approval
of an increase to the shareholder vote required to change the Fund’s fundamental investment policies (Proposal 3); and
“AGAINST” the approval
of an increase to the Fund’s authorized share capital (Proposal 4).
Each Proposal is a separate proposal. You may
vote on each separately and in accordance with your discretion.
How many shares must be present
to hold the Annual Meeting?
According to
the Bylaws and the Fund’s Proxy Statement, the holders of one-third (1/3) of the Company’s outstanding common shares present
by proxy and entitled to vote constitutes a quorum at the Meeting. Abstentions will be treated as votes
present for purposes of determining a quorum.
What vote is needed
to approve the Proposals?
Proposal 1 – Election
of Directors. According to the Bylaws and the Fund’s Proxy Statement, the election of directors requires the affirmative vote
of a majority of the votes cast at the annual meeting. Abstentions will have no effect on the outcome of
Proposal 1.
Proposal 2 – Approval and Ratification of
Independent Accounting Firm. According to the Bylaws and the Fund’s Proxy Statement, the ratification and approval of the appointment
of the Company’s independent auditors and
the authorization for the Committee to set the auditors’ remuneration requires the affirmative vote of a majority of the votes
cast at the annual meeting. Abstentions will have no effect on the outcome of Proposal 2.
Proposal 3 – Approval to Increase the Voting
Threshold to Change Fundamental Investment Policies. According to the Bylaws and the Fund’s Proxy Statement, the approval to
increase the voting threshold to change fundamental investment policies requires the affirmative vote of a majority of the votes cast
at the Annual Meeting. Abstentions will have no effect on the outcome of Proposal 3.
Proposal 4 – Approval to Increase Authorized
Share Capital. According to the Bylaws and the Fund’s Proxy Statement, the approval to increase the authorized share capital
of the Fund requires the affirmative vote of a majority of the votes cast at the Annual Meeting. Abstentions will have no effect on the
outcome of Proposal 4.
PLEASE DO NOT SIGN OR RETURN A WHITE PROXY CARD
FROM THE FUND. DOING SO WILL REVOKE ANY PREVIOUS VOTING INSTRUCTIONS YOU PROVIDED ON THE GOLD PROXY CARD.
What are “broker non-votes”
and what effect do they have on the Proposals?
Generally, broker
non-votes occur when shares held by a broker, bank, or other nominee in “street name” for a beneficial owner are not voted
with respect to a particular proposal because the broker, bank, or other nominee has not received voting instructions from the beneficial
owner and lacks discretionary voting power to vote those shares with respect to that particular proposal. If your shares are held in
the name of a brokerage firm, and the brokerage firm has not received voting instructions from you, as the beneficial owner of such shares
with respect to that proposal, the brokerage firm cannot vote such shares on that proposal unless it is a “routine” matter.
Under the rules and interpretations of the New York Stock Exchange, if you receive proxy materials from or on behalf of both Saba and
the Fund, brokers, banks, and other nominees will not be permitted to exercise discretionary authority regarding any of the proposals
to be voted on at the Annual Meeting, whether “routine” or not. Because Saba has initiated a contested proxy solicitation,
there will be no “routine” matters at the Annual Meeting for any broker accounts that are provided with proxy materials by
Saba. As a result, there will be no broker non-votes by such banks, brokers, or other nominees with respect to such accounts. While Saba
is not aware of any broker non-votes that may be present at the Annual Meeting, the Fund’s Proxy Statement states that “broker
non-votes will be counted as present for purposes of determining a quorum but will be disregarded in determining the ‘votes cast’
on a proposal”. For further information on the treatment of broker non-votes, if any, in connection with the Annual Meeting,
Saba refers shareholders to the Fund’s Proxy Statement.
What should I do if I receive
a proxy card from the Fund?
You may receive
proxy solicitation materials from the Fund, including an opposition proxy statement and a white proxy card. We are not responsible for
the accuracy of any information contained in any proxy solicitation materials used by the Fund or any other statements that it may otherwise
make.
We recommend
that you discard any proxy card or solicitation materials that may be sent to you by the Fund. If you have already voted using the Fund’s
white proxy card, you have every right to change your vote by using the enclosed GOLD proxy card by signing, dating and returning
the enclosed GOLD proxy card in the postage-paid envelope provided. Only the latest validly executed proxy that you submit will
be counted; any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions below under
“Can I change my vote or revoke my proxy?”
If you have
any questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom. Shareholders may call
toll free at (877) 972-0090 or collect at (203) 972-9300.
Can I change my vote
or revoke my proxy?
If you are the shareholder of record, you may
change your proxy instructions or revoke your proxy at any time before your proxy is voted at the Annual Meeting. Proxies may be revoked
by any of the following actions:
| · | signing, dating and returning
the enclosed GOLD proxy card in the postage-paid envelope provided or signing, dating and returning a white proxy card (the
latest dated proxy is the only one that counts); |
| · | delivering a written revocation
to the secretary of the Fund at ASA Gold and Precious Metals Limited, Three Canal Plaza, Portland, Maine
04101; or |
| · | attending the Annual Meeting
and voting by ballot in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy). |
If your shares are held in a brokerage account by a broker, bank, or other
nominee, you should follow the instructions provided by your broker, bank, or other nominee. If you attend the Annual Meeting and you
beneficially own Common Shares but are not the record owner, your mere attendance at the Annual Meeting WILL NOT be sufficient to revoke
any previously submitted proxy card. You must have written authority from the record owner to vote your shares held in its name at the
meeting in the form of a “legal proxy” issued in your name from the bank, broker, or other nominee that holds your shares.
If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom, toll free
at (877) 972-0090 or collect at (203) 972-9300.
IF YOU HAVE ALREADY VOTED USING THE FUND’S
WHITE PROXY CARD, WE URGE YOU TO REVOKE IT BY FOLLOWING THE INSTRUCTIONS ABOVE. Although a revocation is effective if delivered to
the Fund, we request
that a copy of any revocation be mailed to Saba Capital Management, L.P., c/o InvestorCom, 19 Old Kings Highway S., Suite 130, Darien,
CT 06820, so that we will be aware of all revocations.
Who is making this
Proxy Solicitation and who is paying for it?
The solicitation of proxies
pursuant to this proxy solicitation is being made by the Participants. Proxies may be solicited by mail, facsimile, telephone, telegraph,
Internet, in person, or by advertisements. Saba will solicit proxies from individuals, brokers, banks, bank nominees, and other institutional
holders. Saba will request banks, brokerage houses, and other custodians, nominees, and fiduciaries to forward all solicitation materials
to the beneficial owners of the Common Shares they hold of record. Saba will reimburse these record holders for their reasonable out-of-pocket
expenses in so doing. It is anticipated that certain regular employees of Saba will also participate in the solicitation of proxies in
support of the Nominees. Such employees will receive no additional consideration if they assist in the solicitation of proxies.
Saba has retained InvestorCom
to provide solicitation and advisory services in connection with this solicitation. InvestorCom will be paid a fee not to exceed $[●]
based upon the campaign services provided. In addition, Saba will advance costs and reimburse InvestorCom for reasonable out-of-pocket
expenses and will indemnify InvestorCom against certain liabilities and expenses, including certain liabilities under the federal securities
laws. InvestorCom will solicit proxies from individuals, brokers, banks, bank nominees, and other institutional holders. It is anticipated
that InvestorCom will employ up to approximately 25 persons to solicit the Fund’s shareholders as part of this solicitation. InvestorCom
does not believe that any of its owners, managers, officers, employees, affiliates, or controlling persons, if any, is a “participant”
in this proxy solicitation.
The entire expense of
soliciting proxies is being borne by Saba. Costs of this proxy solicitation are currently estimated to be approximately $[●].
We estimate that through the date hereof, Saba’s expenses in connection with the proxy solicitation are approximately
$[●]. Saba will not be seeking reimbursement of these costs from the Fund.
What is Householding of Proxy Materials?
The SEC has adopted rules
that permit companies and intermediaries (such as brokers and banks) to satisfy the delivery requirements for proxy statements and annual
and semi-annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement or periodic
report addressed to those shareholders. Some banks and brokers with account holders who are shareholders of the Fund may be householding
our proxy materials.
Once you have received notice
from your bank or broker that it will be householding communications to your address, householding will continue until you are notified
otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive
a separate proxy statement and annual report, please notify your bank or broker and direct your requests to the Fund at [●], or
by calling [●].
Because Saba
has initiated a contested proxy solicitation, we understand that banks and brokers with account holders who are shareholders of the Fund
will not be householding our proxy materials.
Where can I find additional
information concerning the Fund?
Pursuant to Rule 14a-5(c) promulgated under the Exchange
Act, we have omitted from this Proxy Statement certain disclosure required by applicable law to be included in the Fund’s definitive
proxy statement in connection with the Annual Meeting. Such disclosure includes information regarding securities of the Fund beneficially
owned by the Fund’s directors, nominees and management; the Fund’s investment manager and administrator; the Audit Committee
of the Board; certain shareholders’ beneficial ownership of more than 5% of the Fund’s voting securities; information concerning
the Fund’s directors; information concerning executive compensation; and information concerning the procedures for submitting shareholder
proposals and director nominations intended for consideration at the 2025 annual meeting of shareholders and for consideration for inclusion
in the proxy materials for that meetings. We take no responsibility for the accuracy or completeness of any information that we expect
to be contained in the Fund’s definitive proxy statement. Except as otherwise noted herein, the information in this Proxy Statement
concerning the Fund has been taken from or is based upon documents and records on file with the SEC and other publicly available information.
This Proxy
Statement and all other solicitation materials in connection with this proxy solicitation will be available on the internet, free of
charge, on the SEC’s website at https://www.edgar.sec.gov. The Edgar file number for the Fund is 811-21650.
We urge you to carefully consider the information contained
in this Proxy Statement and then support our efforts by signing, dating, and returning the enclosed GOLD proxy card today.
Thank you for your support,
![](https://www.sec.gov/Archives/edgar/data/1510281/000090266424001286/image_001.jpg) |
Saba Capital Management, L.P. |
Boaz R. Weinstein
Ketu Desai
Frederic Gabriel
Paul Kazarian
Garry Khasidy |
|
[DATE] |
ANNEX I: INFORMATION
ON THE PARTICIPANTS
Beneficial Ownership and Other Information
This proxy solicitation is being made by the
Participants. As of the date of this Proxy Statement, the Participants may be deemed to “beneficially own” (such term as
used in Schedule 14A within the meaning of Rule 13d-3 or Rule 16a-1 under the Exchange Act for the purposes of this Annex I)
3,253,837 Common Shares in the aggregate, representing 16.9% of the outstanding Common Shares. The percentage used herein is based
upon 19,289,905 Common Shares outstanding as of May 31, 2023, as disclosed in the Fund’s semi-annual report on Form N-CSRS
filed with the SEC on July 27, 2023. Of the 3,253,837 Common Shares owned in the aggregate by the Participants, such Common Shares may
be deemed to be beneficially owned as follows: (a) 3,253,837 Common Shares (including a total of 1,039,700 Common Shares held in
record name by Saba Capital Master Fund, Ltd., Saba Capital Bluebird Fund, Ltd., Saba Capital CEF Opportunities 2, Ltd., and Saba
Capital Carry Neutral Tail Hedge Master Fund Ltd. (the foregoing, together, the “Saba Record Holders”)) may be deemed to
be beneficially owned by Saba Capital by virtue of its status as the investment manager of various funds and accounts (such funds
and accounts, the “Saba Entities”); and (b) 3,253,837 Common Shares (including 1,039,700 Common Shares held in record
name by the Saba Record Holders) may be deemed to be beneficially owned by Mr. Weinstein by virtue of his status as the principal of
Saba.
As of the date of this Proxy Statement, none of the
Nominees beneficially own any Common Shares or any other securities of the Fund.
The principal business of Saba Capital is to serve
as investment manager to the Saba Entities. The principal business of Saba I is to serve as a private investment fund. The principal business
of Mr. Weinstein is investment management and serving as the principal of Saba Capital. The principal business of the Saba Entities is
to invest in securities.
The business address of each member of Saba and the
Saba Entities is 405 Lexington Avenue, 58th Floor, New York, New York 10174.
The principal occupation and business address of each
of the Nominees are disclosed in the section of this Proxy Statement titled “PROPOSAL 1: ELECTION OF DIRECTORS”.
Unless otherwise noted as shares held in record name
by the Saba Entities, the Common Shares held by the Saba Entities are held in commingled margin accounts, which may extend margin credit
to such parties from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such
instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account.
The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities
are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported
herein since margin may have been attributed to such other securities and since margin used is not disclosed on an individual per-security
basis.
Except as set forth
in this Proxy Statement (including the Appendices hereto), (i) within the past 10 years, no Participant in this solicitation has been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant and no associate or “Immediate
Family Member” (as defined in Item 22 of Schedule 14A under the Exchange Act (“Item 22”)) of any Participant, is a record
owner or direct or indirect beneficial owner of any securities of the Fund, any parent or subsidiary of the Fund, any investment adviser,
principal underwriter, or “Sponsoring Insurance Company” (as defined in Item 22) of the
Fund, or in any registered investment companies overseen or to be overseen by the Participant within the same “Family of Investment
Companies” (as defined in Item 22) that directly or indirectly controls, is controlled by or is under common control with an investment
adviser, principal underwriter, or Sponsoring Insurance, or affiliated person of the Fund; (iii)
no Participant in this solicitation directly or indirectly beneficially owns any securities of the Fund which are owned of record but
not beneficially; (iv) no Participant in this solicitation has purchased or sold any securities of the Fund or the Fund’s investment
adviser within the past two years, nor from either entity’s “Parents” or “Subsidiaries” (as defined in Item
22); (v) no Participant has any “family relationship” for the purposes of Item 22 whereby a family member is an “Officer”
(as defined in Item 22), director (or person nominated to become an Officer or director), employee, partner, or copartner of the Fund,
the Fund’s investment adviser, and/or a principal underwriter of any of the foregoing, or any Subsidiary or other potential affiliate
of any of the foregoing; (vi) no part of the purchase price or market value of the securities of the Fund owned by any Participant in
this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vii)
no Participant in this solicitation is, or within the past year was, a party to any contract, arrangements, or understandings with any
person with respect to any securities of the Fund, including, but not limited to, joint ventures, loan or option arrangements, puts or
calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (viii)
no associate of any Participant in this solicitation owns beneficially, directly or indirectly, any securities of the Fund; (ix) no Participant
in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Fund; (x) within the
last five years, no Nominee has had any arrangement or understanding with any other person pursuant to which he was selected to be a nominee
for election as a director to the Fund other than the Nominee Agreements described herein; (xi) no Participant and no Immediate Family
Member of any Participant in this solicitation or any of his or its associates was a party to, or had a direct or indirect material relationship
in, any transaction or series of similar transactions since the beginning of the Fund’s last fiscal year, or is a party to any currently
proposed transaction, or series of similar transactions in which the amount involved exceeds $120,000 and for which any of the following
was or is a party: (a) the Fund or any of its subsidiaries; (b) an Officer of the Fund; (c) an investment company, or a person that would
be an investment company but for the exclusions provided by sections 3(c)(1) and 3(c)(7) of the 40 Act, having the same investment adviser,
principal underwriter, or Sponsoring Insurance Company as the Fund or having an investment adviser, principal underwriter, or Sponsoring
Insurance Company that directly or indirectly controls, is controlled by or is under common control with the investment adviser, principal
underwriter, or Sponsoring Insurance Company of the Fund; (d) an investment adviser, principal underwriter, Sponsoring Insurance Company,
or affiliated person of the Fund; (e) any Officer or any person directly or indirectly controlling, controlled by, or under common control
with any investment adviser, principal underwriter, Sponsoring Insurance Company, or affiliated person of the Fund; (f) an Officer of
an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund; or (g) an Officer of a person directly or indirectly
controlling, controlled by, or under common control with an investment adviser, principal underwriter, or Sponsoring Insurance Company
of the Fund; (xii) during the last five years, no Participant and no Immediate Family Member of any Participant has had a position or
office with: (a) the Fund; (b) an investment company, or a person that would be an investment company but for the exclusions provided
by Sections 3(c)(1) and 3(c)(7) of the 40 Act, having the same investment adviser, principal underwriter, or Sponsoring Insurance Company
as the Fund or having an investment adviser, principal underwriter, or Sponsoring Insurance Company that directly or indirectly controls,
is controlled by, or is under common control with an investment adviser, principal underwriter, or Sponsoring Insurance Company of the
Fund; or (c) an investment adviser, principal underwriter, Sponsoring Insurance Company, or affiliated person (xiii) no Participant in
this solicitation or any of his or its associates has any arrangement or understanding with any person with respect to any future employment
by the Fund or its affiliates, or with respect to any future transactions to which the Fund or any of its affiliates will or may be a
party; (xiv) no Participant in this solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise,
in any matter to be acted on at the Annual Meeting; (xv) there are no material pending legal proceedings to which any Nominee or any of
his or its associates is a party adverse to the Fund or, to the best of Saba’s knowledge after reasonable investigation, any affiliated
person of the Fund, nor does any Nominee have a material interest in such proceedings that is adverse to the Fund or, to the best of the
Saba’s knowledge after reasonable investigation, any affiliated person of the Fund; (xvi) since the beginning of the last two completed
fiscal years, no Participant (and no Immediate Family Member of a Participant) has served on the board of directors or directors of a
company or trust where an Officer of an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund, or any
person directly or indirectly controlling, controlled by, or under common control with any of those, serves on the board of directors
or directors; and (xvii) no Participant has withheld information that is required to be disclosed under the following Items under Regulation
S-K under the Exchange Act: Item 401(f) with respect to involvement in certain legal proceedings, Item 401(g) with respect to promoters
and control persons, and Item 405 with respect to beneficial ownership and required filings.
Transactions by the Participants with respect
to the Fund’s securities
The following tables set forth all transactions effected
during the past two years by Saba, by virtue of Saba Capital’s direct and indirect control of the Saba Entities, with respect to
securities of the Fund. The Common Shares reported herein are held in either cash accounts or margin accounts in the ordinary course of
business. Unless otherwise indicated, all transactions were effected on the open market.
Common Shares:
Saba Capital, in its capacity as investment manager of the Saba Entities
(including the Saba Record Holders)
Date |
Side |
Common Shares |
|
Date |
Side |
Common Shares |
11/21/2022 |
Buy |
100 |
|
4/20/2023 |
Buy |
30,233 |
11/22/2022 |
Buy |
42,746 |
|
4/24/2023 |
Buy |
2,100 |
11/29/2022 |
Buy |
12,077 |
|
5/1/2023 |
Buy |
18,111 |
11/30/2022 |
Buy |
35,348 |
|
5/2/2023 |
Buy |
1,400 |
12/2/2022 |
Buy |
3,301 |
|
5/11/2023 |
Buy |
15,429 |
12/5/2022 |
Buy |
1,397 |
|
5/15/2023 |
Buy |
1,273 |
12/6/2022 |
Buy |
24,096 |
|
5/19/2023 |
Buy |
18,168 |
12/7/2022 |
Buy |
8,435 |
|
5/25/2023 |
Buy |
5,233 |
12/13/2022 |
Buy |
14,984 |
|
6/6/2023 |
Buy |
6,751 |
12/14/2022 |
Buy |
1,204 |
|
6/7/2023 |
Buy |
33,379 |
12/15/2022 |
Buy |
2,862 |
|
6/8/2023 |
Buy |
8,821 |
12/16/2022 |
Buy |
5,500 |
|
6/13/2023 |
Buy |
6,506 |
12/19/2022 |
Buy |
24,386 |
|
6/21/2023 |
Buy |
55,606 |
12/20/2022 |
Buy |
29,782 |
|
6/22/2023 |
Buy |
9,574 |
12/29/2022 |
Buy |
506 |
|
6/23/2023 |
Buy |
9,380 |
12/30/2022 |
Buy |
2,635 |
|
6/27/2023 |
Buy |
22,128 |
1/4/2023 |
Buy |
24,568 |
|
6/28/2023 |
Buy |
500 |
1/5/2023 |
Buy |
7,263 |
|
6/29/2023 |
Buy |
4,969 |
1/12/2023 |
Buy |
8,208 |
|
6/30/2023 |
Buy |
3,114 |
1/13/2023 |
Buy |
16,597 |
|
7/3/2023 |
Buy |
7,346 |
1/18/2023 |
Buy |
3,900 |
|
7/7/2023 |
Buy |
5,462 |
1/19/2023 |
Buy |
30,240 |
|
7/10/2023 |
Buy |
8,305 |
1/20/2023 |
Buy |
7,391 |
|
7/11/2023 |
Buy |
10,687 |
1/23/2023 |
Buy |
9,291 |
|
7/17/2023 |
Buy |
30,689 |
1/24/2023 |
Buy |
42,447 |
|
7/18/2023 |
Buy |
7,535 |
1/25/2023 |
Buy |
5,300 |
|
7/19/2023 |
Buy |
3,550 |
1/26/2023 |
Buy |
2,380 |
|
7/20/2023 |
Buy |
2,200 |
1/27/2023 |
Buy |
13,889 |
|
7/21/2023 |
Buy |
4,986 |
1/30/2023 |
Buy |
12,185 |
|
7/24/2023 |
Buy |
14,450 |
1/31/2023 |
Buy |
18,634 |
|
7/25/2023 |
Buy |
8,886 |
2/1/2023 |
Buy |
67,136 |
|
7/26/2023 |
Buy |
16,517 |
2/6/2023 |
Buy |
8,784 |
|
7/27/2023 |
Buy |
52 |
2/13/2023 |
Buy |
1,811 |
|
7/28/2023 |
Buy |
25,440 |
2/16/2023 |
Buy |
9,437 |
|
7/31/2023 |
Buy |
42,771 |
2/21/2023 |
Buy |
20,080 |
|
8/2/2023 |
Buy |
2,135 |
2/28/2023 |
Buy |
23,892 |
|
8/3/2023 |
Buy |
9,387 |
3/1/2023 |
Buy |
30,025 |
|
8/4/2023 |
Buy |
1,844 |
3/8/2023 |
Buy |
31,400 |
|
8/7/2023 |
Buy |
9,689 |
3/9/2023 |
Buy |
19,717 |
|
8/8/2023 |
Buy |
2,267 |
3/23/2023 |
Buy |
8,553 |
|
8/9/2023 |
Buy |
8,349 |
3/30/2023 |
Buy |
1,437 |
|
8/10/2023 |
Buy |
12,144 |
3/31/2023 |
Buy |
15,668 |
|
8/15/2023 |
Buy |
1,914 |
4/3/2023 |
Buy |
30,732 |
|
8/16/2023 |
Buy |
5,198 |
4/4/2023 |
Buy |
38,703 |
|
8/17/2023 |
Buy |
8,075 |
4/6/2023 |
Buy |
2,479 |
|
8/21/2023 |
Buy |
11,202 |
4/10/2023 |
Buy |
3,739 |
|
8/22/2023 |
Buy |
4,957 |
4/11/2023 |
Buy |
41,201 |
|
8/23/2023 |
Buy |
20,811 |
4/12/2023 |
Buy |
4,877 |
|
8/24/2023 |
Buy |
29,201 |
4/13/2023 |
Buy |
9,170 |
|
8/28/2023 |
Buy |
52,634 |
4/14/2023 |
Buy |
6,398 |
|
8/29/2023 |
Buy |
59,002 |
4/18/2023 |
Buy |
47,177 |
|
8/30/2023 |
Buy |
15,417 |
4/19/2023 |
Buy |
28,356 |
|
8/31/2023 |
Buy |
17,979 |
9/7/2023 |
Buy |
7,392 |
|
11/8/2023 |
Buy |
189 |
9/8/2023 |
Buy |
13,897 |
|
11/9/2023 |
Buy |
31,110 |
9/11/2023 |
Buy |
48,047 |
|
11/13/2023 |
Buy |
21,714 |
9/14/2023 |
Buy |
2,039 |
|
11/14/2023 |
Buy |
131,187 |
9/20/2023 |
Buy |
69,455 |
|
11/15/2023 |
Buy |
87,142 |
9/22/2023 |
Buy |
14,184 |
|
11/16/2023 |
Buy |
37,936 |
9/25/2023 |
Buy |
6,985 |
|
11/17/2023 |
Buy |
10,203 |
9/26/2023 |
Buy |
2,855 |
|
11/20/2023 |
Buy |
104,428 |
9/27/2023 |
Buy |
18,110 |
|
11/21/2023 |
Buy |
40,147 |
9/28/2023 |
Buy |
11,560 |
|
11/22/2023 |
Buy |
56,000 |
9/29/2023 |
Buy |
8,716 |
|
11/27/2023 |
Buy |
50,965 |
10/3/2023 |
Buy |
48,817 |
|
11/28/2023 |
Buy |
46,897 |
10/4/2023 |
Buy |
19,272 |
|
11/29/2023 |
Buy |
8,762 |
10/5/2023 |
Buy |
24,432 |
|
11/30/2023 |
Buy |
78,340 |
10/10/2023 |
Buy |
44,805 |
|
12/1/2023 |
Buy |
16,482 |
10/11/2023 |
Buy |
41,154 |
|
12/4/2023 |
Buy |
24,546 |
10/12/2023 |
Buy |
24,320 |
|
12/5/2023 |
Buy |
4,075 |
10/24/2023 |
Buy |
23,403 |
|
12/6/2023 |
Buy |
16,370 |
10/25/2023 |
Buy |
24,581 |
|
12/7/2023 |
Buy |
18,699 |
10/26/2023 |
Buy |
13,005 |
|
12/13/2023 |
Buy |
4,110 |
10/30/2023 |
Buy |
534 |
|
12/18/2023 |
Buy |
107,445 |
11/3/2023 |
Buy |
59,013 |
|
12/19/2023 |
Buy |
223,381 |
11/6/2023 |
Buy |
18,656 |
|
12/26/2023 |
Buy |
3,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IMPORTANT
Tell your Board what you think! YOUR VOTE IS VERY IMPORTANT,
no matter how many or how few shares you own. Please give us your vote “FOR” the Nominees by taking three steps:
● SIGNING the enclosed GOLD
proxy card,
● DATING the enclosed GOLD
proxy card, and
| ● | MAILING the enclosed GOLD proxy card TODAY in the envelope provided (no postage is required
if mailed in the United States). |
If any of your shares are held in the name of a
broker, bank, bank nominee, or other institution, only it can vote your shares and only upon receipt of your specific instructions.
Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. You may also vote by
signing, dating and returning the enclosed GOLD voting instruction form in the postage-paid envelope provided, and to ensure
that your shares are voted, you should also contact the person responsible for your account and give instructions for a GOLD
voting instruction form to be issued representing your shares.
By returning the GOLD proxy card, you
are authorizing Saba to vote on your behalf, and if you do not indicate how you would like to vote, your vote will be counted “FOR
ALL” of the Nominees in Proposal 1 and “FOR” Proposal 2.
After signing the enclosed GOLD proxy
card, DO NOT SIGN OR RETURN THE FUND’S WHITE PROXY CARD UNLESS YOU INTEND TO CHANGE YOUR VOTE, because only your latest dated
proxy card will be counted.
If you have previously signed, dated, and returned
a white proxy card to the Fund, you have every right to change your vote. Only your latest dated proxy card will count. You may revoke
any proxy card already sent to the Fund by signing, dating, and mailing the enclosed GOLD proxy card in the postage-paid
envelope provided or by voting by telephone or Internet. Any proxy may be revoked at any time prior to the Annual Meeting by delivering
a written notice of revocation or a later dated proxy for the Annual Meeting to the secretary of the Fund or by voting in person at the
Annual Meeting. Attendance at the Annual Meeting will not in and of itself constitute a revocation.
If you have any questions concerning this Proxy Statement,
would like to request additional copies of this Proxy Statement, or need help voting your shares, please contact our proxy solicitor:
![](https://www.sec.gov/Archives/edgar/data/1510281/000090266424001286/image_002.jpg)
19 Old Kings Highway S., Suite 130
Darien, CT 06820
Shareholders Call Toll-Free at: (877) 972-0090
E-mail: Saba@investor-com.com
PRELIMINARY COPY SUBJECT TO COMPLETION
Form of GOLD Proxy Card
ASA Gold and Precious Metals Limited
Proxy Card for 2024 Annual Meeting of Shareholders
(the “Annual Meeting”)
THIS PROXY SOLICITATION IS BEING MADE BY SABA CAPITAL
MANAGEMENT, L.P. (“SABA CAPITAL”) Boaz R. Weinstein AND THE INDIVIDUALS NAMED
IN PROPOSAL 1
THE BOARD OF DIRECTORS (THE “BOARD”) OF
ASA GOLD AND PRECIOUS METALS LIMITED IS NOT SOLICITING THIS PROXY
The undersigned appoints Michael D’Angelo, Paul
Kazarian, Eleazer Klein, Pierre Weinstein, and John Grau and each of them, attorneys and agents with full power of substitution to vote
all common shares of ASA Gold and Precious Metals Limited, a closed-end management investment company registered under the Bermuda Companies
Act of 1981, as amended, and the Investment Company Act of 1940, as amended (the “Fund”), that the undersigned would be entitled
to vote at the Annual Meeting, including at any adjournments or postponements thereof, with all powers that the undersigned would possess
if personally present, upon and in respect of the instructions indicated herein, with discretionary authority, subject to applicable law,
as to any and all other matters that may properly come before the meeting or any adjournment, postponement, or substitution thereof that
are unknown to us a reasonable time before this solicitation.
The undersigned hereby revokes any other proxy or proxies
heretofore given to vote or act with respect to said shares, and hereby ratifies and confirms all action the herein named attorneys and
proxies, their substitutes, or any of them may lawfully take by virtue hereof. This proxy will be valid until the sooner of one year from
the date indicated on the reverse side and the completion of the Annual Meeting (including any adjournments or postponements thereof).
With respect to the Proposals, if this proxy is
signed, dated and returned, it will be voted in accordance with your instructions. If you do not specify how the proxy should be
voted, this proxy will be voted “FOR ALL” of the nominees in Proposal 1 (the “Nominees”), “FOR”
Proposal 2, “AGAINST” Proposal 3 and “AGAINST” Proposal 4. None of the matters currently intended to be
acted upon pursuant to this proxy are conditioned on the approval of other matters.
Should other matters be brought before the Annual Meeting,
the persons named as proxies in the enclosed GOLD proxy card will vote on such matters in their discretion to the extent
allowed by Rule 14a-4(c)(3) under the Exchange Act.
INSTRUCTIONS:
FILL IN VOTING BOXES “o” IN BLACK OR BLUE INK
We recommend that you vote “FOR ALL” of the
Nominees in Proposal 1:
Proposal 1 – Election at the Annual
Meeting of the individuals nominated by Saba Capital.
|
FOR ALL |
ABSTAIN FOR
ALL |
AGAINST FOR
ALL |
|
q |
q |
q |
Nominees: |
For |
Abstain |
Against |
|
|
Ketu Desai |
q |
q |
q |
|
|
Frederic Gabriel |
q |
q |
q |
|
|
Paul Kazarian |
q |
q |
q |
|
|
Garry Khasidy |
q |
q |
q |
|
|
We recommend that you vote
“FOR” Proposal 2:
Proposal 2 – To ratify and approve the appointment of Tait,
Weller & Baker LLP as the Company’s independent auditors for the fiscal year ending November 30, 2024, and the authorization
of the Nominating, Audit and Ethics Committee of the Board of Directors to set the independent auditors’ remuneration.
FOR |
ABSTAIN |
AGAINST |
|
|
q |
q |
q |
|
|
|
|
|
|
|
|
|
|
|
|
We recommend that you vote
“AGAINST” Proposal 3:
Proposal 3 – To approve an increase to the shareholder
vote required to change the Fund’s fundamental investment policies.
FOR |
ABSTAIN |
AGAINST |
|
|
q |
q |
q |
|
|
|
|
|
|
|
|
|
|
|
|
We recommend that you vote
“AGAINST” Proposal 4:
Proposal 4 – To approve an increase to the Fund’s
authorized share capital.
FOR |
ABSTAIN |
AGAINST |
|
|
q |
q |
q |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature (Capacity) |
|
Date |
|
|
|
|
|
|
|
|
|
Signature (Joint Owner) (Capacity/Title) |
|
Date |
NOTE: Please sign exactly as your name(s) appear(s) on stock certificates or on the label affixed hereto. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners must each sign personally. ALL HOLDERS MUST SIGN. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer and give full title as such. |
PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY
IN THE ENCLOSED RETURN ENVELOPE THAT IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
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