Shareholders pursued multiple lawful avenues to express their preferences regarding ASA’s future. Despite substantial shareholder support, those efforts were blocked or undermined by Saba-nominated directors.

Suppressed shareholder rights, including director nominations

Despite clear shareholder support, procedural and legal actions were used to prevent a vote. 

For a period from 2024 to 2025, ASA’s Board was split between two directors nominated by Saba and the independent directors who had not been hand-picked by Saba, referred to here as the “Legacy Directors.” The Legacy Directors repeatedly stated that their objective was to give shareholders a choice regarding ASA’s future—not to force any particular outcome.

Against this backdrop, on April 9, 2025, a shareholder group, including me, a number of other shareholders, and the Legacy Directors in their personal capacity as shareholders, constituting 5.23% of shares outstanding, submitted a requisition to the Fund to give shareholders a choice on the strategic direction of the Fund by nominating a slate of directors for shareholder consideration at the Fund's next annual meeting of shareholders. At the time, Saba had nominated candidates, but the split Board prevented the Fund from presenting its own slate. Although over 5% of shareholders supported the effort, Saba’s hand-picked directors prevented shareholders from voting on this critical issue. Instead:

• Bermuda law technically limits requisitions (including Board nominations) to “registered shareholders,” and the Saba-picked Board members have chosen to enforce that requirement, effectively excluding most ASA investors. At ASA, with the exception of part of Saba’s holdings, approximately 99% of shareholders are not “registered shareholders.”
• Combined with the 5% registered shareholder threshold required to place matters on the ballot, these rules effectively deny most shareholders any practical ability to exercise ordinary shareholder rights. As far as I am aware, these requirements are substantially heightened when compared to all other registered closed-end funds which are incorporated in the United States, disenfranchising Fund shareholders.
• ASA operates under an exemptive order as a U.S. closed-end fund — an order that, in my assessment, likely would never have been granted had these limitations been understood. This is an issue a good-faith board could have addressed, and one that I believe a Bermuda court likely would have resolved had shareholders been able to fully litigate the matter.
• Paul Kazarian filed for, and received, a preliminary injunction in Bermuda court against the Legacy Directors for a different matter, which had the broad effect of preventing them from undertaking any action without the consent of the full board. Different from the mischaracterization by Saba and Paul Kazarian in the media, the court never ruled on the merits. The threshold to be granted an injunction is low, with the merits to be discussed at trial. It never proceeded to trial because the injunction had already achieved its intended effect: stopping legitimate shareholder action.
• Because of the injunction, the Legacy Directors could not address the alleged technical deficiencies in the requisition.
• I was part of the shareholder group but was unable to publicly lead the requisition effort. Although I was not named in the injunction, it had a chilling effect on my ability to stand up for shareholder rights in my personal capacity. Indeed, Paul Kazarian filed with Bermuda court a request to have me added to the injunction, although I was completely uninvolved from the related actions.
• Participants in the requisition received direct legal notices referencing the injunction—actions that had a clear chilling effect on the exercise of routine shareholder rights.

I was aware of the facts described above when I conducted my 2025 proxy campaign, but did not feel able to address them, even in response to related misrepresentations from Saba, due to the threat to bring me personally into the Bermuda litigation, although the related accusations did not apply to me.

Suppressed shareholders’ ability to call a special meeting and exercise choice

When the requisition process was obstructed, shareholders pursued a second path: a consent solicitation to call a special general meeting and allow shareholders to choose between competing slates.

Given the hostility at the Board at the time, I understand the Legacy Directors believed that an expedient way to address the split Board, which struggled to agree on Board nominees, and also the "registered shareholder" question was to go to all shareholders to use the proxy-voting mechanism shareholders are used to. The Legacy Directors sent a consent to shareholders calling for a special general meeting to expand the board with a choice of two slates of directors, one comprised of Saba hand-picked candidates; another one vetted by the Fund's nominating committee. The threshold for a special meeting under ASA’s bylaws is 10%. Within days, holders of more than 20% of ASA’s shares supported the consent—well above the 10% threshold required under ASA’s bye-laws. But because of Paul Kazarian’s injunction and related legal threats, the proxy firm would not formally tabulate the consent, and the Board did not act. Shareholders had clearly demonstrated support for having a choice. Allowing shareholders to choose between competing slates would have been a neutral solution. Instead, that choice was blocked.

In effect, shareholders were denied a meaningful opportunity to influence the Fund’s direction when it mattered most.

Related concern: Compromised Director Independence

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