Company Description
ASA Gold and Precious Metals Limited (NYSE: ASA) is a non-diversified, closed-end investment fund focused on the precious metals and minerals sector. Organized under the laws of Bermuda and registered with the U.S. Securities and Exchange Commission as a closed-end investment company pursuant to an exemptive order issued in 1958, the Company seeks long-term capital appreciation by investing primarily in equities and related securities of businesses involved in gold and other precious minerals, as well as in bullion and instruments that represent interests in these commodities.
Investment Objective and Strategy
ASA’s stated objective is to achieve long-term capital appreciation primarily through investing in companies engaged in the exploration for, development of projects in, or mining of precious metals and minerals. According to the Company, it employs a bottom-up fundamental analysis approach and relies on detailed primary research in making its investment decisions. This research includes meetings with company executives, site visits to key operating assets, and proprietary financial analysis.
ASA concentrates its investments in the gold and precious minerals sector. The Company notes that this sector may be more volatile than other industries and may be affected by movements in commodity prices that can be triggered by international monetary and political developments. As a non-diversified fund, ASA may invest in fewer issuers than a diversified portfolio, and it may invest in smaller-sized companies that can be more volatile and less liquid than larger, more established companies.
Fundamental 80% Investment Policy
It is a fundamental policy of ASA Gold and Precious Metals Limited that at least 80% of its total assets must be allocated in one or more of the following ways:
- Invested in common shares or securities convertible into common shares of companies engaged, directly or indirectly, in the exploration, mining or processing of gold, silver, platinum, diamonds or other precious minerals.
- Held as bullion or other direct forms of gold, silver, platinum or other precious minerals.
- Invested in instruments representing interests in gold, silver, platinum or other precious minerals, such as certificates of deposit for these materials.
- Invested in securities of investment companies, including exchange-traded funds, or other securities that seek to replicate the price movement of gold, silver or platinum bullion.
This policy underscores the Company’s concentration in the precious metals and minerals space and shapes the composition of its portfolio over time.
Closed-End Fund Structure and Trading
ASA operates as a closed-end fund and its common shares trade on the New York Stock Exchange under the symbol ASA. As with many closed-end funds, the Company notes that its shares may trade at a discount to net asset value. The fund’s structure allows it to maintain a relatively stable pool of capital while pursuing its investment objective in the precious metals sector.
Adviser and Service Providers
Investment advisory services for ASA are provided by Merk Investments LLC, an SEC-registered investment adviser. Merk provides investment advice on liquid global markets, including domestic and international equities, fixed income, commodities and currencies and their respective derivative markets. Merk Investments was approved as ASA’s investment adviser by a vote of ASA shareholders on April 12, 2019, according to Company disclosures.
In its proxy materials, the Company has also noted changes in certain service providers over time, such as the appointment of SS&C Fund Services as fund accountant and fund administrator, and changes in corporate officers. These details illustrate that ASA periodically updates its operational arrangements while maintaining its core investment focus.
Research Approach and Risk Considerations
ASA emphasizes a research-intensive process. The Company states that it uses bottom-up fundamental analysis supported by detailed primary research, which includes direct engagement with company management teams and on-the-ground site visits to key operating assets. Proprietary financial analysis is used to evaluate potential and existing investments.
The Company highlights several risk factors related to its strategy:
- Sector concentration in gold and precious minerals, which may increase volatility relative to more diversified strategies.
- Exposure to movements in commodity prices, which can be influenced by international monetary and political developments.
- Potential investment in smaller-sized companies, which may be more volatile and less liquid.
- Investments in foreign securities, including emerging markets, which may involve increased risk and exposure to currency fluctuations.
- The structural characteristic that shares of closed-end funds frequently trade at a discount to net asset value.
These considerations are part of the Company’s own description of the environment in which it operates and the nature of its investment strategy.
Tax Status and Shareholder Considerations
ASA Gold and Precious Metals Limited states that it is a “passive foreign investment company” (PFIC) for United States federal income tax purposes. As a result, United States shareholders holding shares in taxable accounts are encouraged by the Company to consult their tax advisors regarding the tax consequences of an investment in ASA’s common shares. This PFIC status is a structural attribute that can affect how U.S. investors experience taxation on distributions and gains.
Corporate Governance and Shareholder Meetings
ASA is organized under Bermuda law and its governance is influenced by both Bermuda corporate requirements and U.S. investment company regulation. The Company holds annual general meetings of shareholders, where investors vote on the election of directors and on the ratification and approval of the appointment of the independent auditors, among other matters.
In its definitive proxy statement, ASA describes a Board composed of directors who are not “interested persons” of the Company under the Investment Company Act of 1940. Shareholders are invited to vote on the composition of the Board and on the appointment of the independent registered public accounting firm, Tait, Weller & Baker LLP, with the Audit and Ethics Committee authorized to set the auditors’ remuneration, subject to shareholder approval.
The Company has also used virtual annual general meetings, enabling shareholders to listen, vote and submit questions via a live webcast. This format is described as a way to broaden participation and reduce costs relative to a physical meeting, while providing shareholders with the ability to vote and ask questions during the event.
Shareholder Rights Plans and Litigation Context
ASA’s disclosures and news releases describe a period in which the Company adopted and later allowed to expire a limited-duration shareholder rights plan, sometimes referred to as a rights plan or “poison pill.” The rights plan was adopted by a committee of the Board in response to the ownership position and actions of a large shareholder, Saba Capital Management, L.P., and was intended, according to the Company, to protect the interests of ASA and all of its shareholders and to ensure that all shareholders had a voice in deciding the Company’s future.
Subsequent litigation in the U.S. District Court for the Southern District of New York addressed aspects of the rights plans under the Investment Company Act of 1940. An 8-K filing reports that the court ordered rescission of one rights plan based on the 120-day duration requirement, and that later proceedings and appeals were ultimately dismissed pursuant to a confidential settlement agreement that did not involve any admission of liability or wrongdoing by the Company or other parties. The Company also reports that the rights plan adopted on March 31, 2025 expired in accordance with its terms on July 29, 2025, and that the Rights Plan Committee has not adopted or recommended a new plan.
In addition, ASA has disclosed Bermuda court proceedings involving a petition filed by a director concerning the authority of certain other directors in connection with shareholder meetings and nominations. Interim injunctive relief was granted by the Supreme Court of Bermuda, and the parties later sought an order for discontinuance of the petition as part of the broader settlement context described in the Company’s filings.
Board Composition and Governance Developments
Company news and filings describe changes in ASA’s Board composition over time. Shareholders have voted to expand the Board and elect additional independent directors. The Company has reported the resignation of certain directors and the appointment of new directors, including individuals designated as independent directors and as audit committee financial experts. These developments reflect active shareholder engagement and ongoing governance evolution within the framework of ASA’s closed-end fund structure.
Distributions and Historical Practices
ASA has announced periodic distributions to its shareholders. In one news release, the Company notes that it declared a cash distribution per common share and states that it has paid periodic distributions on an uninterrupted basis since 1959. This history of distributions is presented by the Company as part of its long-standing operation as a closed-end fund in the precious metals sector.
Location and Regulatory Framework
ASA Gold and Precious Metals Limited is incorporated in Bermuda and maintains a presence in Portland, Maine, as reflected in its SEC filings. Its regulatory framework combines Bermuda corporate law, U.S. securities regulation applicable to foreign investment companies, and the specific conditions of the exemptive order under which it is registered as a closed-end investment company with the SEC.
Information Access for Investors
The Company indicates that investors can access historical and current share prices, news releases, financial statements, tax information and supplemental materials through its public communications channels. In addition, proxy statements and current reports filed with the SEC provide further detail on governance matters, shareholder meetings, litigation and material events affecting ASA Gold and Precious Metals Limited.