ITEM 2. CODE OF ETHICS.
(a)
The registrant has adopted a code of ethics that applies to its principal executive officer and principal financial officer.
(c)
During the period covered by this report, there was no amendment to the code of ethics referred to in this paragraph (a) of this Item that apply to a covered person and relate to any element of such code set forth in paragraph (b) of this Item 2.
(d)
During the period covered by this report, there were no waivers to the provisions of the code of ethics referred to in paragraph (a) of this Item.
(f)
A copy of the registrant’s code of ethics is filed herewith.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant’s board of directors determined that Bruce Hansen, Chairman of the registrant’s Audit and Ethics Committee, is an “audit committee financial expert” as defined in the instructions to Item 3 of Form N-CSR. Mr. Hansen is “independent” as defined in Item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a)
Audit Fees. The aggregate fees billed for professional services rendered by the independent auditors for the audit of the registrant’s annual financial statements and review of the semi-annual financial statements and services rendered in connection with statutory or regulatory filings for 2021 and 2020 were $30,000 and $30,000, respectively.
(b)
Audit-Related Fees – There were no fees billed for assurance and related services rendered by the independent auditors that were reasonably related to the performance of the audit or review of the registrant’s financial statements for 2021 and 2020.
(c)
Tax Fees – The aggregate fees billed for professional services rendered by the independent auditors in connection with tax compliance, tax advice and tax planning for 2021 and 2020 were $5,000 and $5,000, respectively. The figures for 2021 and 2020 include fees billed for U.S. tax advisory services.
(d)
All Other Fees – There were no non-audit fees not disclosed above that were billed for products and services provided by the independent auditors for 2021 and 2020.
(e)(1) The Audit and Ethics Committee (“Committee”) of the registrant has the sole authority to pre-approve all audit and non-audit services to be provided by the independent auditors, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)B of the Securities Exchange Act of 1934 (“Exchange Act”) which are approved by the Committee prior to the completion of the audit. Any individual project that does not exceed $25,000 may be pre-approved by the Chairman of the Committee. Any such pre-approval by the Chairman of the Committee must be presented to the full Committee at its next scheduled meeting. Any proposed services exceeding that cost level requires specific pre-approval by the Committee. Pre-approval of audit and non-audit services shall not be required if the engagement to render the services is entered into pursuant to pre-approved policies and procedures established by the Committee, provided the Committee is informed of each such service. The Committee has not established such policies and procedures.
(e)(2) None of the services described in paragraphs (b) – (d) above were approved by the Audit and Ethics Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(g)
The aggregate fees billed by the independent auditors for non-audit services rendered to the registrant for 2021 and 2020 were $5,000 and $5,000, respectively.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
(a)
The registrant has a standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the audit committee are: Messrs. Bruce Hansen (Chair), Anthony Artabane, William Donovan and Ms. Mary Joan Hoene, which comprise the entire board of directors.
ITEM 6. INVESTMENTS.
(a)
Included as part of the report to shareholders under Item 1.
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.
| | REGISTERED INVESTMENT COMPANIES ($) | | OTHER POOLED INVESTMENT VEHICLES ($) | | |
| | | | | | |
(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.
ITEM 11. CONTROLS AND PROCEDURES
(a)
The Principal Executive Officer and the Principal Financial Officer, in their capacities as principal executive officer and principal financial officer of the registrant, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective, based on their evaluation of these controls and procedures as of a date within 90 days prior to the filing date of this report.
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
The Registrant did not participate in securities lending activities during the year ended November 30, 2021.
(a)(3) Not applicable.
(a)(4) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant ASA Gold and Precious Metals Limited
By /s/ Axel Merk
Axel Merk, Principal Executive Officer
Date 1/25/2022
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By /s/ Axel Merk
Axel Merk, Principal Executive Officer
Date 1/25/2022
By /s/ Karen Shaw
Karen Shaw, Principal Financial Officer
Date 1/25/2022