Proxy Voting Guidelines
SPR & Co LP, in its capacity as portfolio adviser to the Funds, is wholly responsible for establishing, monitoring and amending (if necessary) the policies and procedures relating to the voting of proxies received in connection with each Fund's portfolio securities.
Generally speaking, the portfolio adviser will vote in favour of the following proxy proposals:
- electing and fixing number of directors
- appointing auditors
- ratifying director actions
- approving private placements exceeding 25% threshold
- changing registered address
- authorizing directors to fix remuneration of auditors
- approving private placements to insiders exceeding 10% threshold
- approving special resolutions to change the authorized capital of the company to an unlimited number of common shares without par value
The portfolio adviser will vote against any proposal relating to stock option plans that: (i) exceed 5% of the common shares issued and outstanding at the time of grant over a three year period (on a non-diluted basis); (ii) provide that the maximum number of common shares issuable pursuant to such plan be a "rolling" maximum that exceed 5% of the outstanding common shares at the date of the grant of applicable options; or (iii) reprices the stock option.
In certain cases, proxy votes may not be cast when the portfolio adviser determines that it is not in the best interests of unit holders of the Fund to vote such proxies. In the event a proxy raises a potential material conflict of interest between the interests of a Fund and the portfolio adviser, the conflict will be resolved by the portfolio adviser in favour of that Fund.
The portfolio adviser retains the discretion to depart from these polices on any particular proxy vote depending upon the facts and circumstances.
The proxy voting guidelines of the Funds are available on request, free of charge, by contacting the Manager at 1-866-299-9906 and are available on our website at www.sprott.com. The portfolio adviser will maintain and prepare an annual proxy voting record for each Fund. The proxy voting record for the annual period ending June 30 each year for each Fund will be available free of charge to any investor upon request at any time after August 31 of that year.
Last updated November 14, 2013